Moses v. Jordan

738 S.E.2d 297, 319 Ga. App. 706, 2013 Fulton County D. Rep. 220, 2013 WL 452811, 2013 Ga. App. LEXIS 52

• Court: Court of Appeals of Georgia
• Decided: February 7, 2013
• Docket: A11A0218
• Status: Published

Opinions

Boggs, Judge.

In Division 1 of Moses v. Jordan, 310 Ga. App. 637 (714 SE2d 262) (2011), we reversed the trial court’s grant of summary judgment to Randall Jordan on Mary Helen Moses’ claim for wrongful dissolution of their law partnership. Id. at 639-642 (1). In Jordan v. Moses, 291 Ga. 39 (727 SE2d 460) (2012), the Supreme Court reversed our decision in Division 1 on the ground that we included in our recitation of the applicable law the phrase “the new prosperity of the partnership” from our opinion in Arford v. Blalock, 199 Ga. App. 434 (405 SE2d 698) (1991), rather than the Supreme Court’s subsequent formulation of the standard as “the prosperity of the partnership” in Wilensky v. Blalock, 262 Ga. 95 (414 SE2d 1) (1992).* ¹ The Supreme Court held that “[t]he gravamen of a wrongful dissolution claim is a partner’s attempt to appropriate, through the dissolution, the assets or business of the partnership, which may include prospective business, without adequate compensation to the remaining partners.” Jordan, supra, 291 Ga. at 43. Accordingly, we vacate Division 1 of our opinion and adopt the Supreme Court’s decision as our own as to that division.²

The Supreme Court also remanded the case to this court “for proceedings consistent” with its opinion because this court “cited the disapproved language regarding ‘new prosperity.’ ” Jordan, supra, 291 Ga. at 44. According to the Supreme Court, it was unclear whether we considered a conflict in the evidence

as indicative solely of Jordan’s state of mind at the time he decided to dissolve the partnership, with a coincident intent to deprive Moses of some unidentified prospective business opportunity of the partnership, or whether the Court of Appeals considered the above evidence as showing that Jordan intended, through the dissolution, to retain a fee that was misappropriated from partnership funds.

Id. Accordingly, we hereby clarify that the record before us demonstrates a genuine issue of material fact as to whether Jordan attempted “to appropriate, through the dissolution, the assets or business of the partnership . . . without adequate compensation to the remaining partner[ ]” — Moses. Jordan, supra, 291 Ga. at 43.

Judgment reversed.

Dillard, P. J., concurs. McFadden, J., concurs fully and specially.

1 The Supreme Court graciously acknowledged in Jordan, supra, that it failed to “amplify the distinction between the terms ‘the prosperity of the partnership’ and ‘the new prosperity of the partnership’ when discussing wrongful dissolution” in its opinion in Wilensky, supra. Jordan, supra, 291 Ga. at 42.

2 The Supreme Court did not address the remaining divisions of our opinion, and our rulings in those divisions are not inconsistent with the Supreme Court’s decision.