Benning v. Benning

Full title: BENNING et al. v. BENNING et al

Court: Supreme Court of Georgia

Date published: Sep 7, 1977

238 S.E.2d 111 (Ga. 1977)

238 S.E.2d 111

Opinion

32275.

ARGUED JUNE 15, 1977.

DECIDED SEPTEMBER 7, 1977.

Shareholders' dispute; temporary injunction, etc. Fulton Superior Court. Before Judge Holt.

Wills, Catts Ford, James L. Ford, Warren W. Wills, Jr., for appellants.

Kidd, Pickens Tate, John A. Pickens, for appellees.

NICHOLS, Chief Justice.

This is an action by the minority shareholders against the majority shareholder, the directors and the corporation to enjoin further waste of corporate funds and for the appointment of a receiver. The trial court granted the injunctive relief, but denied the appointment of a receiver.

The Benning Company is a small, family-held corporation consisting of the mother and her daughter as minority shareholders and the son as majority shareholder and president. The board of directors consists of the son, his wife and the mother. The assets of the corporation, when organized in August, 1975 consisted of $200,000, of which $182,000 was cash. By June, 1976 cash assets had been reduced to $111,638, a 39 percent reduction, caused primarily by the large salary paid to the president. By September, 1976, the cash assets had been reduced to approximately $78,500 without any corresponding increase in other assets.

The appellants contend the trial court erred in granting the injunctive relief because there is no showing the appellants acted without charter power or fraud in exercise of corporate affairs.

"`Large discretion is vested in the chancellor in granting injunctions and appointing receivers, and unless some principle of substantial equity has been violated, this court will not control his discretion in such interlocutory orders unless clearly abused.' Jones v. Johnson, 60 Ga. 261 (3)." Cairo Pickle Co. v. Muggridge, 206 Ga. 80, 82 ( 55 S.E.2d 562) (1949).

The plaintiff-appellees here have made out a rather strong case of mismanagement of corporate affairs, and we cannot say that the trial judge abused his discretion in granting the interlocutory relief prayed for in this case.

Judgment affirmed. All the Justices concur, except Bowles, J., who concurs in the judgment only.

NICHOLS, Chief Justice.

ARGUED JUNE 15, 1977 — DECIDED SEPTEMBER 7, 1977.