Morris Manning & Martin, LLP

Statutory Regulation of Nonresident Contractors: The Georgia Experience

Is the Georgia Non-Resident Contractors Act (the NRCA)1 a boon to the state fisc and a mechanism by which crusading private attorneys general may protect Georgia taxpayers from out-of-state scofflaws, or is it the so-called deadbeats statute, a vehicle for depriving deserving contractors of the fruits of their labor? This question lies at the heart of the heated battle currently being waged in Georgia's state and federal courts. Judging from the early results, it seems that the NRCA can be both.

What Is the NRCA?

The NRCA was enacted in 1972 for the beneficial purpose of insuring the payment of unemployment contributions by out-of-state construction contractors.2 The NRCA provides that a "nonresident contractor" must do three things before performing any work on a Georgia construction project if the contract price exceeds $10,000: (1) register with the Georgia revenue commissioner, (2) pay a $10 registration fee, and (3) provide the commissioner with a valid surety bond with a surety company authorized to do business in Georgia in the amount of ten percent of the contract price.3 The bonding requirement can pose an economic obstacle for many potential contractors. The penalty for noncompliance, however, is that the violator has no access to the Georgia courts to recover payment under the contract.

Although the state may enjoin noncomplying contractors from performing the contract until these requirements are met,4the real teeth of the statute are found in Section 48-13-37 of the Official Code of Georgia Annotated. Because of the drastic sanction provided by this section, it will be quoted in its entirety:

Preclusion of right to bring action for payment on contract by contractor in violation of article.

No contractor who fails to register with the Commissioner as required by this article or who fads to comply with any provision of this article shall be entitled to maintair an action to recover payment for performance on the contract in the courts of this state.

This relatively obscure revenue statute has recently been rediscovered with a vengeance, and the results have been devastating for many contractors.

To Whom Does the NRCA Apply?

Whether the NRCA applies and operates to bar a contractor from recovering payment under its contract turns on the answer to three questions: (1) Is the contractor a "non-resident"; (2) if so, has the contractor complied with the requirements of the act; and (3) Is there any rule of law or public policy that will operate to prevent the application of the NRCA's severe sanction?5

In answering these three questions, a contractor must look for guidance first to the NRCA and then to the reported cases in which the courts have struggled to apply and interpret it. Most of the litigation' has involved defining who is a "non-resident." Unfortunately, the statute is silent on this issue, and the reported decisions offer no hard-and-fast definition.


What Is a Nonresident?

The NRCA defines the term "contractor" but, oddly enough, does not define the term "nonresident."6 "Contractor" is broadly defined to include any person, including subcontractors, engaged in the business of constructing, altering, repairing, dismantling, or demolishing buildings, roads, bridges, airports, dams, and every other type of structure or "project" within the definition of real property or personal property.7 The legal battle has centered around defining exactly who is a "non-resident" contractor. As the cases demonstrate, it is easier to identify who is not a "non-resident" than to say with any degree of certainty who a "non-resident" is.

The Leading Cases: Gorrell and Carroll

For guidance, one must first look to the leading cases of Gorrell v. Fowler,8 decided in 1982 by the Georgia Supreme Court, and Carroll Construction Company, Inc. v. Langford Construction Company,9 decided in 1987 by the Georgia Court of Appeals.

Gorrell, a Tennessee general contractor, sued the Fowlers, the project owners, in Catoosa Superior Court to enforce his construction contract.10 The Fowlers moved at trial to dismiss Gorrell's complaint, citing Gorrell's non-compliance with the NRCA. Gorrell testified that he resided in Tennessee, his contracting business was located in Tennessee, he was licensed by Tennessee authorities, and he had not registered with Georgia authorities as required by the NRCA. The trial court found that Gorrell was a nonresident as a matter of law and dismissed his complaint. The court felt that Gorrell's nonresident status was so clear-cut that there was not even a question of fact on the issue.11

The Georgia Supreme Court agreed with this ruling, emphasizing that Gorrell maintained his home office and all of his business records in Tennessee and all of his reporting requirements were conducted under the laws of the state of Tennessee.12 The court rejected Gorrell's constitutional challenges to the NRCA, holding that the NRCA does not discriminate against nonresident contractors but merely brings them into parity with Georgia contractors regarding compliance with Georgia revenue and taxation laws.13 Gorrell is significant from a procedural standpoint since the court ruled that the defense under the NRCA is not waived by failing to assert it prior 49 trial.14

The spectre of the NRCA remained largely dormant until the 1987 case of Carroll Construction Company, Inc. v. Langford Construction Company.15 In Carroll. the Georgia Court of Appeals elaborated on the nonresidency concept, holding that contractor Carroll was a nonresident as a matter of law and that, by failing to comply with the NRCA, it had forfeited its right to maintain an action to recover on the contract.16

Carroll was an Alabama contractor that contracted with Langford to perform two construction projects in Georgia. Carroll sued Langford in Troup County Superior Court to recover his contract balance.17 Langford filed a motion to dismiss Carroll's cause of action, claiming Carroll had violated the NRCA. Carroll had neither registered nor posted the bond. The disputed issue was whether Carroll was a "nonresident."18

Carroll had substantial contacts with Georgia. Carroll had fully complied with all of Georgia's tax and license laws and had even been audited several times by Georgia authorities.19 Carroll had received a certificate of authority to transact business in Georgia and had a registered agent and registered office in Georgia.20 Carroll had a business office in Georgia, acquired all necessary state business and vehicle licenses, and paid all taxes required by Georgia law.21Nevertheless, the trial court granted summary judgment against Carroll, ruling that there was not even a fact question concerning Carroll's status as a non-resident.22 This ruling was affirmed by the Georgia Court of Appeals.23

The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State.24 By failing to register and comply with the statute, Carroll was held to have forfeited the right to maintain any action on its contract in the Georgia courts.25

Gorrell and Carroll have provided the basis for the dismissal of several subsequent actions filed by out-of-state contractors seeking payment under their construction contracts. The problem is that, while Gorrell and Carroll may serve as a yardstick for measuring who is not a resident, it provides little guidance as to who a nonresident is.


A Strict Application of the Sanction

In Metro Elevators v. SCE Incorporated, Federal Insurance Company and Emscor, Inc., Judge Richard C. Freeman of the U.S. District Court for the Northern District of Georgia dismissed plaintiff's complaint due to its failure to comply with the NRCA.26 The court ruled as a matter of law that plaintiff was a nonresident, had not complied with the NRCA, and was barred from suing under the contract.27 The plaintiff has appealed this ruling to the U.S. Court of Appeals for the Eleventh Circuit, but no decision has been issued.

The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia.28 Judge Etheridge granted Jack Nicklaus Development Corporation of Georgia's motion to dismiss plaintiff's lien foreclosure action because of plaintiff's violation of the NRCA.29 Judge Etheridge noted that, based on Gorrell and Carroll, contractors with substantially more contacts with Georgia than plaintiff were found to be nonresidents and ruled that, as a matter of law, plaintiff was a nonresident.30 Since plaintiff failed to comply with the NRCA, Judge Etheridge ruled the Georgia courts were not available to it.31 Judge Etheridge not only dismissed plaintiff's complaint without prejudice but also ordered plaintiff's mechanics lien, in excess of $1.9 million, stricken of record.32 The decision was appealed, but the appeal was dismissed.

On its face, Judge Etheridge's ruling seems harsh, but it is consistent with a literal reading of the NRCA. Violation of the NRCA calls for the imposition of the prescribed sanction (i.e., an inability to enlist the aid of the Georgia courts in obtaining payment under the construction contract).

In these four cases, the courts determined that as a matter of law the noncomplying contractor was a nonresident and applied the ultimate sanction. However, the courts have begun to move away from such a strict application of the NRCA, perhaps in a reaction to the perceived harshness of the sanction.


A Shift Away From Gorrell and Carroll

In Lenox Hotel Company v. Charter Builders et al., Judge Jack T. Camp of the U.S. District Court for the Northern District of Georgia denied plaintiff's motion for summary judgment based on defendant's alleged noncompliance with the WRCA.33Judge Camp held that the question of residency was a mixed question of law and fact inappropriate for summary judgment.34 The court held that Charter, a foreign corporation that had maintained a permanent principal office in Georgia since 1983, was arguably a resident.35 The key factors were that the majority of Charter's Georgia work as contracted out of its Atlanta office and the majority of its records for the Georgia projects were maintained in the Atlanta office.36

The court held that a foreign corporation should not automatically be found to be a "non-resident" and that the totality of the contractor's nexus with Georgia must be considered.37 Since Charter had more significant contacts with Georgia than the contractors in Carroll and Gorrell, Judge Camp held that he could not rule, as a matter of law, that Charter was a nonresident contractor.38 This decision was not appealed.

In ADC Construction Company v. Hall, the Georgia Court of Appeals again wrestled with the concept of "nonresidency."39Hall sued ADC for payment under his drywall subcontract.40 ADC moved to dismiss Hall's complaint, alleging that Hall was a nonresident and had violated the NRCA.41 The trial court ruled that the residency issue was a question of fact to be resolved before the other issues could be tried.42 A jury trial was held, and the jury found that Hall was a Georgia resident while he was engaged in his contracting business.43

The court of appeals affirmed the trial court's ruling.44 In doing so, the court distinguished between the legal concepts of residency and domicile.45 Residency, it said, means living in a particular locality with an intent to live there for the time being. Domicile, on the other hand, means a permanent place of habitat. The court rationalized that, if the legislature wanted a contractor's domicile to determine his liability, it would have used that word or defined residence in the NRCA as meaning domicile.46 The court held that even if the question were one of domicile, where facts are conflicting, it is still a mixed question of law and fact appropriate for the jury's resolution.47

The court was apparently persuaded by the fact that before and after contracting with ADC, Hall, who operated the business as a sole proprietorship, lived in a trailer park in Marietta, Georgia.48 Hall testified that (1) he intended to live and find work in the state of Georgia after moving from Tennessee, (2) he did not maintain living quarters in Tennessee, (3) all the W-2 forms that he received listed Georgia as his address, and (4) he lived at the Marietta address with his son and his brother and used that address for his checking account with a Cobb County bank.49 Under these facts, the court held that it could not say as a matter of law that Hall was not a Georgia resident.50

The Hall decision is distinguishable from the Gorrell, Carroll, and Lenox Hotel decisions because it involved the question of the "nonresidency" of an individual as opposed to a corporate contractor. It is often easier to determine either the "domicile" or "residence" of an individual than a corporation that may be incorporated in one state, have its principal place of business in another state, and transacts business in several states. It is apparent that the courts will consider each case on its own facts and that there is no hard-and-fast definition of the concept of "nonresidency." This situation results in an uneven and inconsistent application of the NRCA, with the rulings being influenced by the perceived harshness, of the result.


Does the NRCA Apply to Arbitration?

An additional open question exists concerning the applicability of the NRCA in the context of a construction arbitration. In Winter Construction Company v. Lamas Constructors, Inc., Judge G. Ernest Tidwell of the Northern District of Georgia denied subcontractor Lamas's motion to compel arbitration and dismissed its claim against contractor Winter, ruling that Lamas was a nonresident contractor that had failed to comply with the NRCA.51 In the broadest application yet of the NRCA, Judge Tidwell ruled that Lamas's violation of the NRCA rendered the entire construction contract unenforceable, including the arbitration clause.52 Judge Tidwell eld that Lamas had no right of access to the Georgia courts, including the federal court, to compel Winter to arbitrate.53 Judge Tidwell also ruled that Lamas's failure to comply with the NRCA could not be cured by compliance after the fact.54

Lamas appealed this ruling to the Eleventh Circuit.55 Lamas argued that it was entitled to arbitrate its dispute with Winter either because the NRCA by its terms did not apply to an action to compel arbitration or because the application of the NRCA is pre-empted by the Federal Arbitration Act,56 which establishes an overriding federal preference for enforcing arbitration agreements.57 The Eleventh Circuit, in an unpublished decision, reversed, holding that the NRCA does not close the door to Georgia courts in an action by a nonresident contractor seeking to enforce an arbitration clause.58 The court ruled that such resort to the court is not "an action to recover payment for performance on the contract,"which is all that is proscribed by the NRCA. The parties were ordered to arbitration.59

The Eleventh Circuit's ruling did not address the preemption issue. The ruling also begged the question of whether the arbitration commenced by Lamas, which was plainly an action by a violator of the NRCA to recover payment for performance on the contract, should be barred by the NRCA. The result of this ruling seems to be that if a violator of the NRCA is either shrewd or fortuitous enough to include an arbitration provision in its construction contract, it can circumvent the NRCA through the arbitration process.

This ruling also poses several practical questions. Why should a party who could assert the NRCA to bar a court action be forced to participate in a time consuming and costly arbitration? This is especially true since, at the conclusion of the arbitration, he can again assert the NRCA to bar the violator from confirming, enforcing, or collecting an arbitration award.

There have been no decisions addressing the question of whether an action seeking to confirm, enforce, or collect an arbitration award is subject to the defense of the NRCA. In a subsequent decision also involving the interplay of the NRCA and the Federal Arbitration Act, however, Jack Nicklaus Development Corporation of Georgia v. Algernon Blair, Inc., Judge Robert L. Vining, Jr. of the Northern District of Georgia went one step further than the Eleventh Circuit in Winter Construction Co.60 Judge Vining ruled that the parties' dispute was arbitrable pursuant to the arbitration clause in the contract and referred to the arbitration panel the question of whether the NRCA applied and would bar the contractor from recovering payment under its contract.61

Judge Vining did not address the practicality of forcing the parties to submit to arbitration, with the NRCA lurking as a defense to any affirmative award achieved by a noncomplying contractor. It is uncertain whether the presence of an arbitration provision in the underlying construction contract shields a nonresident contractor from the sanctions imposed by the NRCA or whether it merely provides the noncomplying contractor with more time and additional leverage to settle its claim. All that can be learned from these two cases is that the presence of an arbitration clause creates additional uncertainties concerning the meaning and applicability of the NRCA.


Can a Contractor "Substantially Comply" with the NRCA?

In the wake of Carroll, the Georgia courts appear to be seeking ways to avoid imposing the harsh sanctions imposed by Section 48-13-37 of the official Code of Georgia Annotated. This trend is seen by the discussion of the possibility of "substantial compliance" as a means of avoiding the mandatory "death sentence" of Section 48-13-37.

In Guaranteed Construction Company, Inc. v. Housing Authority of Atlanta, Judge Orinda Dale Evans of the Northern District of Georgia dismissed plaintiff's complaint due to its failure to comply with the NRCA.62 The court noted that plaintiff had made timely payment of all taxes during performance of the work and that its failure to post the bond for this project was simple inadvertence since it had posted bonds on other Georgia projects.63 The court was concerned that application of the NRCA to bar this suit would be an extraordinarily harsh result.

Plaintiff argued that, since it had paid all taxes that were due, the court should rule that it had substantially complied with the NRCA.64 The court noted that there was no Georgia authority for the proposition that substantial compliance will suffice.65 Finding, reluctantly, that it could not rule that plaintiff had substantially complied, the court dismissed plaintiff's claim.66 Judge Evans did suggest that, in any ensuing appeal, the issue of substantial compliance should be certified to the Georgia Supreme Court.67 This ruling has been appealed to the Eleventh Circuit, but no decision has been announced.

In Taco Bell Corporation v. Calson Corporation, the Georgia Court of Appeals affirmed the trial court's dismissal of Calson's complaint without prejudice due to its violation of the NRCA.68 In affirming the court's action, however, the court of appeals has apparently opened Pandora's box. The court concluded that the penalty for noncompliance with the NRCA is a forum closing sanction which "closes the courts of Georgia to the offender until such time, if ever, when the offender can substantially comply . . . with the provisions of the Non-Resident Contractors Act."69 However, the court did not elaborate on what "substantial compliance" meant, how a contractor substantially complies, or what effect substantial compliance has upon the express language of Section 48-13-37. The court held that the NRCA denied subject matter jurisdiction to the trial court to entertain the dispute until such fim if ever, when the statutory impediment is removed.70

Since no guidance has been provided concerning when or how the "impediment" of noncompliance can be removed, all one distills from Taco Bell is that the NRCA continues to provide a valid defense against claims brought by violators, at least until the legislature or courts create and define a "substantial compliance" exception. Taco Bell is indicative of judicial reluctance to impose what is perceived as a harsh sanction on noncomplying contractors. However, such decisions fall within the realm of judicial legislation since the NRCA does not speak in terms of "substantial compliance," nor does it contain any exceptions to the imposition of the statutory sanction, short of full compliance.

In the trial court entered summary judgment against Adams due to his violation of the NRCA.71 Adams appealed, contending that he was exempt from registration under the NRCA.72 The court of appeals disagreed, finding him not to be exempt; however, the court reversed the grant of summary judgmetit, which acts as a disposition of the case on its merits.73

It was undisputed that Adams was a nonresident contractor and that he did not comply with the NRCA.74 However, the court ruled that once this was apparent, the court could not rule on the merits of the case (i.e., it could not grant,a motion for summary judgment).75 The appropriate action was to enter an involuntary dismissal without prejudice, which would not be an adjudication on the merits.76

The Georgia Court of Appeals entered an identical holding in Rehco Corporation v. California Pizza Kitchen.77 The court reversed the trial court's grant of summary judgment against Rehco, finding that the appropriate remedy was an involuntary dismissal without prejudice.78 The court agreed that Rehco was presently foreclosed from utilizing the Georgia courts to pursue its action but noted that Section 48-13-37 of the Official Code of Georgia Annotated did not bar the refiling of the action "once the condition precedent has been satisfied."79 However, the court did not indicate how the condition precedent could be satisfied.

These decisions, which are apparently premised on the concept of "substantial compliance," are at odds with the dismissal of the contractors' claims in Gorrell, Carroll, and Metro Elevators. It remains to be seen whether a "substantial compliance" exception will be carved out either legislatively or judicially.


Some Open Questions

The litigation surrounding the NRCA seems to have raised as many problems and questions concerning the NRCA as it has resolved. The following open questions remain:

  • What is a "nonresident" contractor?
  • Is the issue of nonresidency a fact question appropriate for jury resolution, or may it be resolved by the court as a matter of law?
  • Is there a "substantial compliance" exception to the NRCA?
  • If so, what does it mean, how does one substantially comply, and under what circumstances does one do so?
  • Would the crafting of a "substantial compliance" exception eviscerate the NRCA and circumvent its legislative intent?
  • What effect does the presence of an arbitration clause in the construction contract have on the applicability of the NRCA?
  • Does violation of the NRCA bar a contractor from filing a lien?
  • Does the NRCA bar an action to perfect and foreclose a mechanic's lien?
  • Does violation of the NRCA bar a party's right to bring an action, after an arbitration proceeding, to confirm, enforce or collect an arbitration award?

Two additional practical questions, which have not yet been widely litigated, are (1) whether the NRCA can be used as a shield by a party who initiates an action against a noncomplying contractor and (2) whether the NRCA can be given effect outside the state of Georgia when a contractor brings suit in another state for payment or performance under a construction contract performed in Georgia.

In Housing Authority of Atlanta v. Bildoc, Inc., Chief Judge Charles A. Moye of the Northern District of Georgia ruled that the Housing Authority, the project owner, by suing defendant, a nonresident contractor, waived the protection afforded by the NRCA against a claim asserted by the contractor as a compulsory counterclaim.80 This ruling was not appealed, and there have been no other reported decisions providing further guidance concerning whether or how a plaintiff that initiates an action against a nonresident contractor in Georgia may assert the NRCA to defeat a counterclaim filed by the contractor. It seems illogical to allow a violator to assert a claim as a defendant which would be barred if it were a plaintiff, but this area remains an additional uncertainty in considering the application of the NRCA.

The final question is what effect, if any, should courts outside the state of Georgia give the NRCA in litigation arising out of a Georgia construction project, especially if the construction contract provides that Georgia law applies to such disputes. This question becomes more relevant as noncomplying nonresident contractors look for safe forums in which to sue parties in claims arising out of Georgia construction projects. The answer to this question will be determined by the public policy and conflict of law principles of the forum state.

In Castone Corporation v. Winter Construction Company, plaintiff sued defendant in the U.S. District Court for the Middle District of Alabama to recover payment for work performed on a Georgia construction project.81 Jurisdiction in the Alabama court was based upon diversity of citizenship.82 The contract between the parties provided that Georgia law governed all disputes arising out of the contract.83

Defendant asserted the NRCA as a defense to plaintiff's Alabama lawsuit.84 The Alabama court agreed that the NRCA did apply to the contract, but finding the NRCA to be penal in nature gave the NRCA a very literal reading.85 The court held that the NRCA did not bar plaintiff's action since it bars only suits brought in the courts of the state of Georgia.86 This ruling was appealed, but the appeal was dismissed.


A Comparison With Other Jurisdictions

Most jurisdictions have some form of "door closing" statute that bars nonqualifying foreign corporations from maintaining actions in the courts of that state until they have complied with state registration or licensing statutes.87 Both Arkansas and California have statutes that are analogous to the NRCA. In Arkansas, the Wingo Act prohibits a foreign corporation that does business in Arkansas without properly qualifying, from enforcing its contract in the courts of Arkansas.88

The NRCA is distinguishable from these corporate qualification statutes in that a violation of the NRCA cannot be cured. By contrast, under most of the "door closing" qualification statutes, a nonqualifying foreign corporation can either simply obtain a certificate of authority before bringing an action on the contract or dismiss its suit without prejudice, qualify and refile. This option is not available to a violator of the NRCA.

California has a forum closing statute that appears very similar to the NRCA.89 The California statute provides, in pertinent part:

No person engaged in the business or acting in the capacity of a contractor, may bring or maintain any action in the courts of this state for the collection of compensation for the performance of any act or contract for which a license is required . . . without alleging and proving that he was a duly licensed contractor . . . . 90

The California statute, however, applies to both foreign and California contractors. In applying the statute, the California courts focus on whether the party seeking to use the courts is a "contractor" and whether the action may be said to be one for "collection of compensation." The California courts construe the statute very strictly and are influenced by the harshness of the result in the same manner as their Georgia brethren.

Consensus: When in Doubt, Comply

Both the NRCA and the cases construing it provide little guidance to out-of-state contractors seeking to perform work in Georgia. "Nonresident" is not defined, and the courts' case-by-case, outcome-oriented application leaves too many uncertainties as to how the NRCA is to be interpreted and applied.

The judicial trend evidences the courts’ sensitivity to the improper utilization of the NRCA to deprive contractors of earned compensation. Without the ability to enlist the aid of private attorneys general, however, there is virtually no way that the state could police the activities of nonresident contractors. The only practical solution to this dilemma is corrective action by the Georgia legislature.

Absent clarification by the legislature, the only safe course is for out-of-state contractors to fully comply with the NRCA. From an economic standpoint, compliance may be difficult. To do otherwise, however, the contractor must be ready to gamble, with the penalty for losing being the forfeiture of his right to recover payment after full performance. This is simply too great a risk.

Until the legislature acts to tame the monster it has created, the only safe course is full compliance. 


Footnotes:

  1. Ga. Code Ann. §§ 48-13-3- et seq.
  2. 1961 Op. Att’y Gen. 545; Gorrell v. Fowler, 248 Ga. 801, 286 S.E.2d 13, 14 (1982).
  3. Ga. Code Ann. §§ 48-13-30-32 (1961).
  4. Id. § 48-13-33.
  5. Id. §§ 48-13-30-32; Gorrell, 248 Ga. at 801, 286 S.E.2d at 13; Carroll Constr. Co. v. Langford Co., 182 Ga. App. 258, 355 S.E.2d 756 (1987).
  6. Ga. Code Ann. § 48-13-30.
  7. Id.
  8. 248 Ga. at 801, 286 S.E.2d at 13; 1961 Op. Att’y Ten. 545.
  9. 182 Ga. App. at 258, 355 S.E.2d at 756; Ga. Code Ann. § 48-13-30.
  10. 248 Ga. at 801, 286 S.E.2d at 15-16.
  11. Id.
  12. Id.
  13. Id.
  14. Id.
  15. 182 Ga. App. at 258, 355 S.E.2d at 756.
  16. Id at 757.
  17. Id. at 756.
  18. Id. ag 757.
  19. Id. at 756.
  20. Id.
  21. Id. at 759.
  22. Id. at 756; Ga. Code Ann. § 48-13-30.
  23. 182 Ga. at 801, 355 S.E.2d at 758.
  24. Id. at 757-758.
  25. Id.
  26. Civ. Act. No. 1:85-CV-4683-RCF (N.D. Ga. Sept. 16, 1988).
  27. Id. at 3.
  28. Civ. Act. No. D-61312 (Fulton County March 13, 1989).
  29. Id.
  30. Id.
  31. Id.
  32. Id.
  33. Civ. Act. File No. 88-CV-577-JTC (N.D. Ga. Apr. 19, 1988).
  34. Id. at 9-10.
  35. Id.
  36. Id.
  37. Id.
  38. Id.
  39. Appeals Case No. 77924 (Ga. App. Mar. 8, 1989).
  40. Id. at 1-2.
  41. Id.
  42. Id. at 2.
  43. Id.
  44. Id.
  45. Id. at 3-4.
  46. Id.
  47. Id.
  48. Id. at 4-5.
  49. Id.
  50. Id.
  51. Civ. Act. No. C87-1937A (N.D. Ga. Nov. 24, 1987).
  52. Id. at 6-7.
  53. Id. at 7-10.
  54. Id. at 9-10.
  55. Appeals Case Nos. 88-8016, 88-8230 (11th Cir. Nov. 28, 1988).
  56. 9 U.S.C. §§ 1 et seq.
  57. Appeals Case Nos. 88-8016, 88-8230 at 4.
  58. Id. at 4.
  59. Id. at 4-5.
  60. Civ. Act. No. 1:88-CV-2036-RLV (N.D. Ga. Nov. 18, 1988).
  61. Id. at 1-2.
  62. Civ. Act. No. 1:88-CV-1833-ODE (N.D. Ga. Dec. 1, 1988).
  63. Id. at 4.
  64. Id. at 4.
  65. Id. at 5.
  66. Id.
  67. Id.
  68. Appeals Case Nos. 77665, 77666 (Ga. Ct. App. Feb. 9, 1989).
  69. Id. at 5.
  70. Id.
  71. Appeals Case No. A89A0277 (Ga. Ct. App. May 31, 1989).
  72. Id. at 1-2.
  73. Id. at 5.
  74. Id. at 5.
  75. Id. at 4-5.
  76. Id.
  77. Appeals Case No. A89A1000 (Ga. Ct. App. June 22, 1989).
  78. Id. at 5-6.
  79. Id. at 5.
  80. Civ. Act. No. C85-4013A (N.D. Ga. Mar. 24, 1987).
  81. Civ. Act. No. 88-H-373-E (M.D. Ala. Aug. 30, 1988).
  82. Id. at 2.
  83. Id.
  84. Id. at 6.
  85. Id.
  86. Id. at 6-7.
  87. See Ala. Code tit. 10, § 10-24-247 (1980); N.Y. Bus. Corp. Law §§ 1312, 1312(a) (McKinney 1989); Ga. Code Ann. § 14-2-331(b); Tex. Bus. Corp. Act Ann. art. 801A (Vernon Supp. 1986).
  88. Ark. Stat. Ann. § 64-1202.
  89. Cal. Bus. & Prof. Code § 7031 (Vernon 1989).
  90. American Sheet Metal, Inc. v. Em-Kay Eng’g Co., 478 F.Supp. 809 (E.D. Cal. 1979).