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Colquitt v. Buckhead Surgical Associates, LLC

Court of Appeals of Georgia, Fourth Division

June 28, 2019

COLQUITT
v.
BUCKHEAD SURGICAL ASSOCIATES, LLC et al.

          DOYLE, P. J., McFADDEN, P.J. and COOMER, J.

          McFadden, Presiding Judge.

         This case arises out of the termination of a member of a medical practice. That former member, the plaintiff below, challenges the grant of summary judgment to two of the remaining members, defendants below, on his breach of fiduciary duty claims. Because there are no genuine issues of material fact, we affirm. Also before us are challenges to the dismissal of breach of fiduciary duty claims as to two other members. But because the complaint failed to state a claim upon which relief could be granted as to those defendants, we also affirm those dismissals.

         1. Facts and procedural posture.

         In January 2013, doctors J. Dewayne Colquitt and Kevin McGill founded Buckhead Surgical Associates, LLC ("BSA"), a medical practice, and Buckhead Surgery Center, LLC ("BSC"), the practice's surgery center. Three other doctors, Lee Skandalakis, Charles Procter, and C. Daniel Smith, subsequently joined the practice as members of BSA and BSC. Colquitt was the first managing member of the practice.

         In April 2015, Colquitt was removed by the other members as managing member, and Skandalakis and Smith were appointed as co-managing members. On May 18, 2015, in a letter sent by his attorney, Colquitt notified the other members that he wanted to leave the practice and proposed buyout terms. On May 22, 2015, the other members voted to terminate Colquitt's employment both for cause, finding 17 grounds for termination, and alternatively, without cause. That same day, the members notified Colquitt by letter that he was immediately terminated for cause, that he was no longer permitted access to the practice's premises or computer system, and that the practice would provide medical care to patients previously treated by him if they did not request that their care be transferred to Colquitt.

         In April 2016, Colquitt filed a complaint against BSA, BSC, Smith, Skandalakis, McGill, and Procter, which he amended three months later in July 2016. In the complaint and amended complaint, Colquitt asserted claims for breach of fiduciary duty, breach of contract, punitive damages, and attorney fees. In August 2016, the trial court entered an order that, among other things, dismissed all claims against McGill. In January 2017, the trial court entered an order that dismissed all claims against Procter. In September 2017, Colquitt filed a second amended complaint, naming only BSA, BSC, Smith, and Skandalakis as defendants. In December 2017, the trial court entered an order granting summary judgment to Smith and Skandalakis as to the breach of fiduciary duty claims. Colquitt appeals.

         2. Summary judgment in favor of Smith and Skandalakis.

         Colquitt challenges the trial court's grant of summary judgment to Smith and Skandalakis on the breach of fiduciary duty claims. The challenges are without merit.

To prevail on a motion for summary judgment, the moving party must show that there is no genuine dispute as to a specific material fact and that this specific fact is enough, regardless of any other facts in the case, to entitle the moving party to judgment as a matter of law. When a defendant moves for summary judgment as to an element of the case for which the plaintiff, and not the defendant, will bear the burden of proof at trial the defendant may show that he is entitled to summary judgment either by affirmatively disproving that element of the case or by pointing to an absence of evidence in the record by which the plaintiff might carry the burden to prove that element. And if the defendant does so, the plaintiff cannot rest on his pleadings, but rather must point to specific evidence giving rise to a triable issue. We review a summary judgment ruling de novo, viewing the evidence in the record, as well as any inferences that might reasonably be drawn from that evidence, in the light most favorable to the nonmoving party.

Miller v. FiberLight, LLC, 343 Ga.App. 593, 593-594 (1) (808 S.E.2d 75) (2017) (citations and punctuation omitted).

         In this case, Smith and Skandalakis have shown that there is an absence of evidence as to the breach element of Colquitt's claims for breach of fiduciary duties. See Sewell v. Cancel, 331 Ga.App. 687, 689 (2) (771 S.E.2d 388) (2015) ("A claim for breach of fiduciary duty requires proof of three elements: (1) the existence of a fiduciary duty; (2) breach of that duty; and (3) damage proximately caused by the breach.") (citation and punctuation omitted).

         (a) Termination.

         Colquitt claims that Smith and Skandalakis, as managing members, breached their fiduciary duties to him when they terminated his employment for cause. "Under OCGA § 14-11-305 (1), the managing members of a limited liability company owe fiduciary duties to the company and its member investors." Practice Benefits ...


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