Rushing v. Gold Kist, Inc., A02A0522.
| Court | United States Court of Appeals (Georgia) |
| Writing for the Court | RUFFIN. |
| Citation | 567 S.E.2d 384,256 Ga. App. 115 |
| Parties | RUSHING v. GOLD KIST, INC. et al. |
| Docket Number | No. A02A0522.,A02A0522. |
| Decision Date | 25 June 2002 |
567 S.E.2d 384
256 Ga. App. 115
v.
GOLD KIST, INC. et al
No. A02A0522.
Court of Appeals of Georgia.
June 25, 2002.
John A. Dana, Sandersville, for appellees.
RUFFIN, Judge.
Robert Rushing appeals from the trial court's order compelling him to arbitrate a dispute he has with Gold Kist, Inc. and AgraTrade Financing, Inc. ("AgraTrade"). Finding no error, we affirm.
The facts are largely undisputed. Rushing was a member of Gold Kist, an agricultural cooperative. On August 12, 1985, Rushing executed a membership agreement with Gold Kist, which provided that the agreement was "subject to and include[d] all of the applicable
All disputes of fact or law between Gold Kist and members arising during the period of a member's membership, even if resolution of the dispute is attempted after termination of the member's membership, and even if the facts or events alleged in the dispute arose or existed prior to the disputing party's becoming a member. This arbitration policy is intended to cover all types of disputes to the maximum extent permissible by the law in effect at the time a dispute arises, whether the dispute arises under federal or state statutes or common law, except that this arbitration policy shall not include, nor shall it permit any arbitrator to decide, disputes relating to matters in the discretion of management or the Board of Directors, disputes concerning what [256 Ga. App. 116] matters fall within the discretion of management or the Board of Directors, nor patronage or corporate power or governance matters since they could involve questions affecting the membership as a whole. Neither shall it apply to any purchases or sales between Gold Kist and members, or contracts for such purchases or sales, if the transactions were completed or the contracts executed prior to the effective date of this policy.
The Arbitration Policy also provided that, "[u]nless otherwise agreed to by the parties, all arbitrations hereunder shall be subject to and governed by the Federal Arbitration Act."
Consistent with its arbitration policy, Gold Kist's Amended and Restated By-Laws, dated October 25, 1996 ("By-Laws"), include an arbitration clause providing:
Gold Kist and members will submit to binding arbitration all disputes between the parties, whether governed by federal, state, or international contract law, tort law, statute, or treaty, and irrespective of the form of relief sought, relating to or arising out of matters of a type declared by Gold Kist's Board of Directors before the dispute arises to be of a type covered by Gold Kist's arbitration policy. All such arbitrations shall be according to rules and procedures adopted from time to time by Gold Kist's Board of Directors.... This section shall continue to govern all disputes that arise during or relate to the member's period of membership in Gold Kist, even after such membership might be terminated for any reason.
On August 28, 1997, Rushing executed a promissory note in favor of Gold Kist, which the company assigned to AgraTrade. Claiming that Rushing had defaulted on his obligations under the note, Gold Kist sent Rushing a certified letter on May 3, 2000, demanding that the parties submit the matter to arbitration. Rushing failed to respond to the demand, and Gold Kist and AgraTrade filed a motion to compel arbitration. Rushing opposed the motion, arguing that he had never agreed to the arbitration clause, that it was unenforceable because it lacked mutuality, and that the Georgia Arbitration Code does not apply. The trial court granted the motion, concluding that, because Rushing had not timely moved to stay arbitration proceedings after receiving the certified demand letter, he was precluded [256 Ga. App. 117] from denying the validity of the agreement under OCGA § 9-9-6(d) (Supp.2001).1 This appeal ensued.
On appeal, Rushing contends that the court erred in relying on the Georgia Arbitration Code in precluding him from challenging the validity of the agreement because it is not governed by the state Act but by the Federal Arbitration Act ("FAA").2 Rushing also argues that the agreement is unenforceable because the parties never agreed to
1. In addressing Rushing's contention that the agreement is governed by the FAA, we must determine the import of the arbitration policy adopted by Gold Kist's board, which purports to subject all arbitrations to the federal Act. The parties do not contend that the board was without authority to adopt the provision, and the By-Laws clearly grant the board such rule-making power.
Where the bylaws of a corporation, regularly adopted at a meeting of the stockholders, not shown to be inconsistent with the corporation's charter or contrary to law, confer the management of the corporation's business upon a board of directors, that body is vested with the authority and charged with the responsibility of managing the corporation for the benefit of the stockholders, and becomes the governing authority of the corporation.... The members of a...
To continue reading
Request your trial
-
Caley v. Gulfstream Aerospace Corp., 04-14462.
...notice and is bound by the DRP in effect at the time it receives a claim. See Rushing v. Gold Kist, Inc., 256 Ga. Page 1377 App. 115, 567 S.E.2d 384, 388-89 (2002) (holding that arbitration agreement was supported by sufficient consideration where offeror retained right to modify the disput......
-
West v. Bowser, A21A0055
...See Atlanta Six Flags Partnership v. Hughes , 191 Ga. App. 404, 407 (1), 381 S.E.2d 605 (1989). See also Rushing v. Gold Kist , 256 Ga. App. 115, 119 (3), 567 S.E.2d 384 (2002). Here, the Arbitration 878 S.E.2d 59 Agreement demonstrated mutuality of obligation, as it required both parties t......
-
Caley v. Gulfstream Aerospace Corp., CIV.A. 1:03-CV-3486-ODE.
...modify or terminate the DRP upon thirty days notice. Plaintiffs' arguments on these points are foreclosed by Rushing v. Gold Kist, Inc., 256 Ga.App. 115, 567 S.E.2d 384 (2002). In Rushing, the court held that sufficient consideration existed to support an arbitration agreement which the off......
-
West v. Bowser, A21A0055
...a contract. See Atlanta Six Flags Partnership v. Hughes, 191 Ga.App. 404, 407(1), 381 S.E.2d 605 (1989). See also Rushing v. Gold Kist, 256 Ga.App. 115, 119(3), 567 S.E.2d 384 (2002). Here, the Arbitration Agreement demonstrated mutuality of obligation, as it required both parties to submit......
-
Caley v. Gulfstream Aerospace Corp., 04-14462.
...notice and is bound by the DRP in effect at the time it receives a claim. See Rushing v. Gold Kist, Inc., 256 Ga. Page 1377 App. 115, 567 S.E.2d 384, 388-89 (2002) (holding that arbitration agreement was supported by sufficient consideration where offeror retained right to modify the disput......
-
West v. Bowser, A21A0055
...See Atlanta Six Flags Partnership v. Hughes , 191 Ga. App. 404, 407 (1), 381 S.E.2d 605 (1989). See also Rushing v. Gold Kist , 256 Ga. App. 115, 119 (3), 567 S.E.2d 384 (2002). Here, the Arbitration 878 S.E.2d 59 Agreement demonstrated mutuality of obligation, as it required both parties t......
-
Caley v. Gulfstream Aerospace Corp., CIV.A. 1:03-CV-3486-ODE.
...modify or terminate the DRP upon thirty days notice. Plaintiffs' arguments on these points are foreclosed by Rushing v. Gold Kist, Inc., 256 Ga.App. 115, 567 S.E.2d 384 (2002). In Rushing, the court held that sufficient consideration existed to support an arbitration agreement which the off......
-
West v. Bowser, A21A0055
...a contract. See Atlanta Six Flags Partnership v. Hughes, 191 Ga.App. 404, 407(1), 381 S.E.2d 605 (1989). See also Rushing v. Gold Kist, 256 Ga.App. 115, 119(3), 567 S.E.2d 384 (2002). Here, the Arbitration Agreement demonstrated mutuality of obligation, as it required both parties to submit......