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Jamal v. Pirani
Citations: 490 S.E.2d 140; 227 Ga. App. 713; 97 Fulton County D. Rep. 2720; 1997 Ga. App. LEXIS 922Docket: A97A0354
Court: Court of Appeals of Georgia; July 15, 1997; Georgia; State Appellate Court
In Jamal et al. v. Pirani, the Court of Appeals of Georgia addressed an appeal by Karim Jamal following the trial court's grant of partial summary judgment in favor of Raees Pirani. The dispute arose from a partnership among Jamal, Pirani, and Arif Hussein, who were involved in the convenience store business through their corporation, Ark International, Inc., which owned two stores: J's One Stop and Palmetto Gas N' Go. After a disagreement, Pirani acquired two additional stores—Ben's One Stop and Raymond's Express—without including Jamal, leading Jamal to allege that he was owed money from the operations and that his exclusion breached an oral partnership agreement. The trial court concluded that Jamal could not claim an interest in the newly acquired stores based on the oral agreement, nor could he assert that Pirani, as a director of Ark, had usurped corporate opportunities. The court affirmed that the alleged partnership agreement was unenforceable, as it was too vague and violated the Statute of Frauds. Furthermore, the incorporation of Ark and the operational transition to a corporate structure effectively terminated any prior oral partnership agreement, negating Jamal's claims to ownership or expectancy in the additional stores. The appellate court upheld the trial court's ruling, affirming the decision to dismiss Jamal's claims. Pirani is not deemed to have owed partnership duties to Jamal regarding the acquisition of Ben's or Raymond's convenience stores, nor was he acting on behalf of a partnership during these purchases. The trial court's decision to grant summary judgment in favor of Pirani on Jamal's claims for partnership or expectancy interests in the stores is affirmed. Additionally, Jamal's assertion that Pirani's actions wrongfully deprived Ark of corporate opportunities was rejected. Individual claims for breach of corporate fiduciary duties must be pursued through derivative suits on behalf of the corporation, which has not occurred here, as Ark is not a plaintiff and Jamal has not demonstrated any unique injury. The record does not indicate that Ark International qualifies as a statutory close corporation, thus the trial court correctly dismissed this claim. Furthermore, while Jamal contends that Pirani utilized funds owed to him for the acquisitions, this does not entitle Jamal to an expectancy in the businesses, though he retains the right to recover those assets if proven. The judgment is affirmed with concurrence from BIRDSONG, P.J. and ELDRIDGE, J.