Holiday Hospitality Franchising, Inc. v. Thomas F. Noons

Opinion

FOURTH DIVISION BARNES, P. J., MCFADDEN and BOGGS , JJ.

NOTICE: Motions for reconsideration must be physically received in our clerk’s office within ten days of the date of decision to be deemed timely filed. http://www.gaappeals.us/rules/

September 30, 2013

In the Court of Appeals of Georgia A12A2570. HOLIDAY HOSPITALITY FRANCHISING, INC. v. NOONS.

MCFADDEN, Judge.

Appellant Holiday Hospitality Franchising, Inc. (Holiday) is a judgment

creditor of Appellee Thomas F. Noons. See Noons v. Holiday Hospitality

Franchising, Inc., 307 Ga. App. 351 (705 SE2d 166) (2010). Holiday now contends

that Noons has been “using sham corporations” to hide his assets. Holiday seeks the

equitable remedy known as outsider reverse piercing of the corporate veil.

As Holiday acknowledges, however, our Supreme Court has “reject[ed] reverse

piercing, at least to the extent that it would allow an ‘outsider,’ such as a third-party

creditor, to pierce the veil in order to reach a corporation’s assets to satisfy claims

against an individual corporate insider.” Acree v. McMahan, 276 Ga. 880, 881 (585 SE2d 873) (2003). Citing Acree, the trial court denied Holiday’s post-judgment

motion seeking that remedy; and Holiday appealed to this court.

We transferred the case to our Supreme Court on the basis that reverse piercing

is an equitable doctrine. See id., citing Estate of Daily v. Title Guaranty Escrow Svc.,

178 B.R. 837, 845 (III) (D. Haw. 1995). The Supreme Court returned it to us holding,

“Whether and to what extent Acree applies in this case is a legal question that the

Court of Appeals has jurisdiction to consider.”

Holiday’s arguments on appeal are that Georgia public policy requires a fraud

exception to Acree and that Georgia should create a narrow exception to Acree to

allow outsider reverse piercing of the corporate veil in single shareholder

corporations that are alter egos or frauds.

We hold that Acree applies in this case, and we hold that the extent of its

application is that it mandates that the judgment of the trial court be affirmed. Beyond

that, our jurisdiction is confined to recognition that, as Acree is a Supreme Court

decision, we are without authority to alter or amend it. Bickford v. Nolen, 142 Ga.

App. 256, 262 (1) (235 SE2d 743) (1977).

Judgment affirmed. Barnes, P. J., and Boggs, J., concur.