(Citations and footnotes omitted.) Foster v. Ohlwiler , 266 Ga. App. 371, 375-376 (1) (b), 597 S.E.2d 481 (2004). Here, it is clear that the parties intended that a shareholder return his shares to the company when that shareholder was no longer an employee.
Only if the contract remains ambiguous after applying the rules of construction is the parties' intent determined by a jury or other factfinder.Foster v. Ohlwiler, 266 Ga. App. 371, 375 (1) (b) ( 597 SE2d 481) (2004). See Fulton Greens Ltd. Partnership v. City of Alpharetta, 272 Ga. App. 459, 462 ( 612 SE2d 491) (2005).
J.M.I.C. Life Ins. Co. v. Toole, 280 Ga. App. 372, 376 (2) (a) ( 634 SE2d 123) (2006).Foster v. Ohlwiler, 266 Ga. App. 371, 376 (1) (b) ( 597 SE2d 481) (2004). The record shows that on May 27, 2005, Rush obtained automobile liability insurance coverage through Village Auto for her Pontiac Grand Prix. On the same day, she signed an application for membership in the "Transit Automobile Club" for an additional fee.
See Netherland v. Nelson, 261 Ga. App. 765-766 ( 583 SE2d 478) (2003). Accord Foster v. Ohlwiler, 266 Ga. App. 371, 376 (1) (b) ( 597 SE2d 481) (2004). (Citations omitted.)
Further, because no ambiguity exists, the Court can construe the Contract without resorting to rules of statutory construction. See Foster v. Ohlwiler, 266 Ga. App. 371, 375 (2004) (holding if no ambiguity in contract exists, court shall enforce the contract according to its terms irrespective of any rules of construction). For the above reasons, the Court finds the Contract plain on its face, and needs not address any statutory rules of construction. Even assuming arguendo, that the Base Compensation provision is ambiguous, the Court must construe this provision against the drafter.
the transferability of stock are enforceable in this State ... and are similarly enforceable against subsequent transferees provided the restrictions are stated conspicuously on the face of the stock certificate.”); Taylor v. Riverside–Franklin Props., Inc. (In re Taylor), 228 B.R. 491, 498 (Bankr.M.D.Ga.1998) (Walker, J.) (restriction on stock owned by the corporation's employees that required the employees to sell the stock to the corporation upon termination of employment and required the corporation to purchase the stock was valid; but the restriction was not enforceable against an entity without notice of the restriction when it was not noted on the stock certificate); Davis v. Davis, 262 Ga. 420, 419 S.E.2d 913, 914 (1992) (where four brothers owned equal shares in a family business,a transfer restriction prohibiting the stock from being sold in a way that gave any one brother more shares than the others was violated when one brother bought out the shares of two other brothers); Foster v. Ohlwiler, 266 Ga.App. 371, 597 S.E.2d 481, 484 (2004) (transfer restriction was not valid, in part, because it was never authenticated or adopted by the corporation). The transfer restriction in this case provides: “The shares of [Mossy Dell] may only be transferred to lineal descendants of Flora S. Lee and her husband, Robert Lee.... The distributees (electing shareholders of Flo–Rob, Inc.) receiving Mossy Dell, Inc. shares may not transfer those shares for a period of ten years from August 1, 2009.”