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Laradji v. McCarthy Farms, Inc.

United States District Court, S.D. Georgia, Waycross Division

July 1, 2015

MOHAMED LARADJI, Individually and as Guardian of P.A.L, a minor, and as Guardian of M.M.L., a minor, Plaintiff,
v.
McCARTHY FARMS, INC., Defendant.

ORDER

LISA GODBEY WOOD, Chief District Judge.

Plaintiff Mohamed Laradji claims he did not know what he was signing when he signed a nuptial agreement with his new wife to appease her family more than 15 years ago. Laradji, who was not conversational in English, says he trusted his wife when she told him that the nuptial agreement only concerned each partner's rights to the other's assets in the event of a divorce. After his wife died eleven years later, Laradji was surprised to discover that, in fact, the nuptial agreement also disinherited him from his wife's assets upon her death. Had he not been disinherited, Laradji would have received his wife's shares in Defendant McCarthy Farms, Inc., a closely-held corporation owned by the wife's family. Under the McCarthy Farms shareholder's agreement, Defendant would have had to purchase any shares of the corporation that transferred to Laradji upon his wife's death. However, Defendant claims that because the nuptial agreement disinherited Laradji from his wife's estate, her shares transferred to her children who are not entitled to sell the shares to Defendant under the shareholder agreement.

Plaintiff seeks a declaration that Defendant must purchase the 245 shares his wife owned at the time of her death. See Complaint, Dkt. no. 1, p. 1. Defendant has filed a counterclaim, seeking a declaration that Defendant is not required to purchase the stock and that the wife's shares transferred to her children, and not Laradji, upon her death. Dkt. no. 7. Defendant has also filed a Motion for Summary Judgment, Dkt. no. 15, which is presently before the Court. At this juncture, the Court holds that the nuptial agreement is presumptively valid. The parties are invited to brief any additional arguments regarding the Defendant's rescission defense within 15 days of this Order.

FACTUAL

For the purpose of resolving the Motion for Summary Judgment, the following facts are viewed in the light most favorable to Plaintiff, the nonmovant. See Johnson v. Booker T. Washington Broad. Serv., Inc., 234 F.3d 501, 507 (11th Cir. 2000).

Plaintiff Mohamed Laradji was born in Algeria, where his primary languages were Arabic and French. Dkt. no. 17-2 Ex. C ("Pl.'s First Aff.") ¶¶ 3-4. He lived in Algeria for 22 years before enrolling in a doctoral program for physics at a university in Montreal, Quebec, Canada. Id . ¶¶ 3, 5. Plaintiff chose to enroll in the Montreal university specifically because French is the primary language in Quebec and Plaintiff could thus pursue his studies in a familiar language. Id . ¶ 6. Nevertheless, during his tenure in Quebec, Plaintiff says he learned to speak and understand English as applied to his specific field of scientific research. However, he still spoke French and Arabic in social settings. Id . ¶ 7.

From 1993 to 1994, Plaintiff completed a post-doctoral program at the University of Georgia in Athens, Georgia. Id . ¶ 9. During this time he taught, in English, an undergraduate physics course. Dkt. no. 15-1, ¶ 18; Dkt. no. 17-1, ¶ 18.[1] He also met Mary Rosann McCarthy ("Rosann") while residing in Athens. Pl.'s First Aff. 9110. In 1994, Plaintiff and Rosann moved to Canada and married in Montreal. Id . ¶ 11-12.

In July of 1997, Plaintiff and Rosann traveled from Canada to Millwood, Georgia, to visit Rosann's family. Id., ¶ 16. One day during the trip, Rosann told Plaintiff that she wanted him to sign a document. Id . ¶ 17. Rosann explained that her mother, Patricia McCarthy, insisted Rosann and Plaintiff sign the document, and that she would be in trouble with her mother if they did not. Id . ¶¶ 18-19. Plaintiff says Rosann told him that the document was simply an agreement providing that neither party would be entitled to any property of the other if they got divorced. Id . ¶ 21. Plaintiff also says that neither Rosann nor any lawyer told him that it would have any effect other than controlling the disposition of the couple's assets upon divorce, or that it would disinherit a spouse if the other died, or that it contemplated each party making financial disclosures to the other, or, further, that it contemplated each party retaining independent legal counsel to represent them prior to signing the document. Id . ¶¶ 23-25, 30.

That day, Rosann took Plaintiff to an attorney's office. Id . ¶ 33. He was not given an opportunity to read the document before he went to the office or once he was there. Id . ¶ 43, 49. Even if he had been given the opportunity to read it, he would not have been able to-Plaintiff says that, at that time, he was "completely unable to read and comprehend certain complex documents written in English, such as legal papers." Id . ¶ 14, 43. Plaintiff signed the document at Rosann's request and direction, without understanding the entire purpose and effect of the document. Id . ¶ 42. In agreeing to sign the document, Plaintiff says he "relied entirely on Rosann's representations as to the purpose and contents of the Agreement, and [his] love and trust in her." Id . ¶ 44. Because he thought the Nuptial Agreement only prevented him from taking Rosann's property if they divorced, Plaintiff says he thought it was "all right to sign." Id . ¶ 47. However, he says he would not have signed the Nuptial Agreement if he had known that it would disinherit him from Rosann's estate if she died first, thereby limiting his ability to care for the couple's two minor children. Id . ¶ 48.

Much later, in 2005, Defendant McCarthy Farms filed its Articles of Incorporation with the Georgia Secretary of State. Dkt. no. 15-1, ¶ 6; Dkt. no. 17-1, ¶ 6. Under the Shareholders' Agreement, Rosann was issued 245 of 1, 000 shares of common stock in the corporation, or 24.5% of the company. Dkt. no. 15-5 ("Shareholders' Agreement"), p. 2. The Shareholders' Agreement states that, in the event of the death of a shareholder,

unless the Decedent has transferred any and all interest in the Common Stock of the Corporation to an "immediate family member" as defined in Section 8, the Corporation shall purchase, and Decedent's personal representative shall sell, all of the shares of Common Stock of the Corporation owned by the Decedent at the time of her death.

Id. ¶ 3(a). Section 8 states: "For purposes of this Agreement, members of the immediate family' of a decedent... are hereby defined to mean such person's children, grandchildren and other lineal descendants or the other Shareholders." Id . ¶ 8.

Plaintiff and Rosann separated in 2006, but were still married when Rosann died intestate on December 18, 2.008. Dkt. no. 15-1, ¶ 9; Dkt. no. 17-1, ¶ 9. Patricia McCarthy, Rosann's mother, was the executor of her estate. Dkt. no. 17-2 Ex. D ("Pl.'s Second Aff."), ¶ 5. Acting under the theory that Rosann's shares of common stock had passed to her children rather than to Plaintiff, Defendant failed to purchase Rosann's shares. Dkt. no. 15-1, ¶ 10; Dkt. no. 17-1, ¶ 10. Plaintiff did not learn of ...


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