In the absence of an express partnership agreement, "[f]actors that indicate the existence of a partnership include a common enterprise, the sharing of risk, the sharing of expenses, the sharing of profits and losses, a joint right of control over the business, and a joint ownership of capital." Jerry Dickerson Presents, Inc. v. Concert S. Chastain Promotions, 260 Ga. App. 316, 323, 579 S.E.2d 761, 768 (2003) (footnote omitted). Additionally,

Generally, when a company acquires all of the shares of another company, the purchasing company does not assume the liabilities of the selling company. See Brown Transp. Corp. v. Street , 194 Ga. App. 717, 719 (1), 391 S.E.2d 699 (1990) (holding that corporation that purchased all of another corporation's common stock did not render it responsible for the latter's liabilities, as "liability cannot be predicated merely because of the ownership of [the latter's] stock"); Jerry Dickerson Presents, Inc. v. Concert/Southern Chastain Promotions , 260 Ga. App. 316, 326 (2) (c), 579 S.E.2d 761 (2003) (noting that "a shareholder's sale of corporate stock, even 100 percent thereof, does not affect the viability and separate nature of the corporate entity, which exists independently of its shareholders"). See generally OCGA § 14-2-622 (b) ("Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debt of the corporation except that he may become personally liable by reason of his own acts or conduct." ); Shelby Ins. Co. v. Ford , 265 Ga. 232, 233, 454 S.E.2d 464 (1995)

Cobra 4 Enterprises v. Powell–Newman , 336 Ga.App. 609, 612, 785 S.E.2d 556 (2016). See Jerry Dickerson Presents, Inc. v. Concert/Southern Chastain Promotions , 260 Ga.App. 316, 326 (2) (c), 579 S.E.2d 761 (2003) ("A corporation and even its sole owner are two separate and distinct persons.") (punctuation and footnote omitted). Thus, funds expended by the PC to establish the medical practice were not expended by Pharis.

(Punctuation omitted.) Jerry Dickerson Presents, Inc. v. Concert/Southern Chastain Promotions, 260 Ga. App. 316, 328 (3) (c) ( 579 SE2d 761) (2003). "A promise must be sufficiently definite as to both time and subject matter to be enforceable."

(Footnote omitted.) Jerry Dicker son Presents, Inc. v. Concert/Southern Chastain Promotions, 260 Ga. App. 316, 326 (2) (c) ( 579 SE2d 761) (2003). And a corporation is not generally bound by the acts of its officers undertaken in their private capacities.

Brown was not involved in the business aspect of Whimsical's operation; did not negotiate contracts with customers; was never the first person from Whimsical to meet a customer; was not familiar with Whimsical's pricing criteria; and did not do promotion or advertising for the company. Jerry Dickerson Presents, Inc. v. Concert/Southern Chastain Promotions, 260 Ga. App. 316, 322 ( 579 SE2d 761) (2003). On or about April 27, 2001, Whimsical required Brown to execute "Restrictive Covenants" as a condition of continuing his employment.

(Footnotes omitted.) Jerry Dickerson Presents, Inc. v. Concert/Southern Chastain Promotions, 260 Ga. App. 316, 322 ( 579 SE2d 761) (2003). So viewed, the evidence was that MAU was a human resource and staffing service founded in 1973 and headquartered in Augusta, Georgia. Dew joined the company in 1985 and became one of its vice presidents in the early to mid 1990s.

(Footnotes omitted.) Jerry Dickerson Presents v. Concert/Southern Chastain Promotions, 260 Ga. App. 316, 322 ( 579 SE2d 761) (2003). Once the defendant carries its burden by demonstrating the absence of evidence as to one essential element of plaintiff's case, "the plaintiff cannot rest on her pleadings, but rather must point to specific evidence giving rise to a triable issue.

(Footnotes omitted.) Jerry Dickerson Presents v. Concert/Southern Chastain Promotions, 260 Ga. App. 316, 322 ( 579 SE2d 761) (2003). See also Lau's Corp. v. Haskins, 261 Ga. 491 ( 405 SE2d 474) (1991).

Thus, the evidence clearly reflects that Harris and Hughes intended for the duties of employer—and the actions out of which Simms and Davis's claims arise—to be undertaken, legally speaking, by Scales 925 Atlanta, LLC, even if Hughes was the one who in fact undertook those duties on its behalf. Simms and Davis argue that a common-law partnership existed because Harris identified Hughes as his "partner" on Instagram and in a discussion with Davis. But "the use of the label . . . does not by itself demonstrate the existence of a legal 'partnership' and all the rights and obligations engendered thereby," Jerry Dickerson Presents, Inc. v. Concert S. Chastain Promotions, 579 S.E.2d 761, 768 (Ga. Ct. App. 2003), particularly when that label is used colloquially, as it was here. Simms and Davis next contend that Harris is not a member of either of the Scales LLCs. The district court rejected this argument based on the LLCs' operating agreements, which the court found were binding under Georgia law even though unsigned.