Reisman v. Martori, Meyer, Hendricks, & Victor, 60165
| Decision Date | 04 September 1980 |
| Docket Number | No. 60165,60165 |
| Parties | REISMAN v. MARTORI, MEYER, HENDRICKS, & VICTOR. |
| Court | Georgia Court of Appeals |
David S. Marotte, Marietta, for appellant.
William G. McDaniel, Alan L. Dye, Atlanta, for appellees.
Appellee sued appellant for fees for legal services. Appellant Reisman is a medical doctor and general surgeon. The appellee is an Arizona professional association comprised of approximately 18 lawyers. In November of 1977, Dr. Reisman contacted Edwin Hendricks, a partner of appellee, seeking legal advice and representation in a dispute between himself and the Floyd County Medical Center (hospital). The hospital had restricted Dr. Reisman's privilege to use its facilities by requiring him to consult with another surgeon before scheduling a patient for surgery and to have another surgeon present during surgery. In addition to vindicating his reputation, Dr. Reisman sought advice as to bringing an action against the doctors who were responsible for having the restrictions imposed.
Hendricks flew to Atlanta and associated local counsel, who was hired with Dr. Reisman's approval and was to be paid for his services directly by Dr. Reisman. A hearing was obtained before the hospital authority resulting in affirmance of the restrictions of Dr. Reisman's privileges. Working through the Christmas holidays, Hendricks obtained an injunction in federal court on due process grounds, ordering the hospital to refrain from enforcing the restrictions. Before the order was entered, however, the hospital authority reinstituted disciplinary proceedings against Dr. Reisman, this time in apparent accordance with due process requirements. In the second proceeding, the hospital's investigating committee recommended that Dr. Reisman's privileges be completely revoked, rather than restricted. Revocation of privileges requires notification of the State Board of Medical Examiners, and Dr. Reisman feared he could lose his license to practice medicine. Accordingly, he decided after consultation with Hendricks and local counsel that it would be to his advantage to negotiate a dismissal of the administrative proceeding in return for his resignation from the hospital staff.
Hendricks negotiated this compromise and was preparing to pursue an action for damages against the doctors who had instituted the disciplinary proceedings against Dr. Reisman, when Dr. Reisman requested that the case be abandoned and a final bill presented. The total bill for Hendricks' services, including travel costs and professional services of several of Hendricks' associates who also worked on the case, was $21,438.14. Dr. Reisman had made advances of $15,000 but failed and refused to pay the balance. In the subsequent action on the debt, Dr. Reisman contended that appellee's services left him in the same position as if he had not had legal representation at all and that a failure of consideration had thus occurred. A jury awarded appellee the full amount of the unpaid portion of the bill, and Dr. Reisman appeals. Held :
1. Dr. Reisman urges that the trial court erred in denying his motion for directed verdict based upon appellee's failure to register as a foreign corporation in accordance with Code Ann. § 22-1421(b) for the purpose of maintaining this suit. We do not agree. Assuming, without deciding, that the appellee professional association was required under Code Ann. § 22-1421(a) to procure a certificate of authority from the Secretary of State in order to transact business in Georgia, its activities in this state have not been sufficiently extensive to invoke the statute here. Winston Corp. v. Park Elec. Co., 126 Ga.App. 489, 493, 191 S.E.2d 340, 344, 90 A.L.R.3d 929 (1972).
Winston held that "the question of 'doing business' is to be considered a matter of fact to be resolved on an ad hoc or case-by-case basis ... (and) ... the meaning of 'isolated transaction' in our corporation code is to be determined in the same way as the term 'doing business.' " Id. at p. 495-96, 191 S.E.2d at p. 345. Winston also makes it clear that the purpose of Code Ann. § 22-1401 is to require registration of foreign corporations which intend to conduct business in Georgia on a continuous basis, not as a temporary matter. Activity related to a single transaction or contract is thus not contemplated.
The evidence here showed that the appellee's activities were concentrated in Arizona, although various attorneys in the firm had handled litigation (or "transacted business") outside the state of incorporation. Hendricks had represented clients in Georgia on two prior occasions, but these had nothing to do with his representation of Dr. Reisman. Under these circumstances, there is ample basis for the court's conclusion that the appellee had neither extended its business into Georgia on a continuous basis nor engaged "in the course of a number of repeated transactions of like nature" within the state. Code Ann. § 22-1401(b)(11); Cf. Van Bergen &c., Inc. v. Exec. Equities, Inc., 139 Ga.App. 319, 320, 228 S.E.2d 356 (1976). The trial court correctly held that the appellee's representation of Dr. Reisman amounted to an isolated transaction and therefore properly denied the motion for directed verdict.
2. Since the question of whether appellee was transacting business in Georgia was one of law which was properly decided by the trial court, appellant was not entitled to a jury instruction that a foreign corporation which does not obtain a certificate of authority may not maintain an action in the Georgia courts. In any event, the requested charge was an incomplete statement of the law because it did not explain that a foreign corporation need not obtain a certificate of authority if it was "conducting an isolated transaction not in the course of a number of repeated transactions of like nature." Code Ann. § 22-1401(b)(11), supra.
3. Nor do we agree with appellant's arguments that appellee failed to lay the proper foundation for admission of computer printouts under the business records exception to the hearsay rule...
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