O.C.G.A.

O.C.G.A. § 14-8-22 (2019)

Right to formal accounting of partnership affairs

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

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In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a formal accounting as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners; (2) If the right exists under the terms of any agreement; (3) If the right exists under Code Section 14-8-21; or (4) Whenever other circumstances render it just and reasonable.

History

(Code 1981, § 14-8-22, enacted by Ga. L. 1984, p. 1439, § 1.)

Annotations

COMMENT Note to Uniform Partnership Act This section states a partner’s right to obtain a formal pre-dissolution account of all partnership affairs in certain situations. Prior Georgia Law There was no comparable provision. Prior O.C.G.A. § 14-8-41 gave partners the right to inquire into partnership affairs, but did not state that this right included the right to a formal account. With respect to case law supporting the right to an account in situations covered by the various subsections of § 14-8-22, see Zerounis v. Berry, 199 Ga. 410, 34 S.E.2d 275 (1945) (subsection (1)); Giordano v. Kleinmaier, 210 Ga. 766, 82 S.E.2d 824 (1954) (subsection (2)); and Miller & Son v. Freeman, 111 Ga. 654, 36 S.E. 961 (1900) (subsection (4)).

CORPORATIONS & PARTNERSHIPS

Official UPA This section is the same as the official version except that it validates agreed procedures other than a formal accounting, including arbitration. Cross-References Partner’s access to partnership books: § 14-8-19. Partner’s right to disclosure of information: § 14-8-20. Settlement of accounts on dissolution: §§ 14-8-38, 14-8-40 and 14-8-42. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code 1933, §§ 75-202, 75-206, and former Code Section 14-8-41, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section. Jurisdiction in equity. - Court of equity has jurisdiction in all cases of accounting and settlement between partners, if the partnership has not been dissolved. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206). Equity to retain jurisdiction of partnership accounting. - When equity has assumed jurisdiction of a partnership accounting, it will retain jurisdiction so as to afford complete relief between the partners as to all controversies growing out of the partnership. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206). When plaintiff entitled to petition for accounting in equity. - When it appears from the petition that a contractual duty rests upon a party defendant to furnish an accounting of the affairs of a partnership, and such party has the books and records in that partner’s possession and refuses to produce them, the plaintiff is entitled to bring a petition in equity seeking an accounting. Giordano v. Kleinmaier, 210 Ga. 766, 82 S.E.2d 824 (1954) (decided under former Code 1933). When partner has been wrongfully excluded from partnership, that partner may maintain suit for accounting, although there has been no dissolution of the partnership. Zerounis v. Berry, 199 Ga. 410, 34 S.E.2d 275 (1945) (decided under former Code 1933).

Since one general partner directly derived benefits from the conduct of the partnership without the other general partner’s consent, the trial court did not err in granting to the general partner an accounting as to partnership affairs. Williams v. Tritt, 262 Ga. 173, 415 S.E.2d 285 (1992). Petitioning partner entitled to accounting if something is due the partner. - After payment of partnership debts, petitioning partner is entitled to accounting without necessity of showing any exact amount as due, if the petitioning partner alleges and shows facts sufficient to indicate that something will be found to be due to that partner. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206). Partner’s agreement given effect in final settlement and accounting. - If the partners have made an agreement that their shares shall be unequal, or that one shall pay to or for another partner a certain sum for acquiring a stated interest in the partnership assets, such an agreement will be given effect in a final settlement and accounting between the partners. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206). Accounting where defendant has no contractual duty to furnish accounting. - If there is no contractual duty resting upon the defendant to furnish an accounting of the affairs of a partnership, a petition for an accounting must aver facts sufficient to indicate that something will be due on an accounting by the defendant. Giordano v. Kleinmaier, 210 Ga. 766, 82 S.E.2d 824 (1954) (decided under former Code 1933).

Personal judgment rendered when partnership without assets. - When after payment of partnership debts no assets remain from which the respective debts and interests of the partners may be adjusted and paid, it is proper that the final decree fix the amounts due to and by each partner, and that a personal judgment be rendered against those indebted. Johnson v. Townsend, 192 Ga. 522, 15 S.E.2d 790 (1941) (decided under former Code 1933, § 75-206).

Availability of trover. - Trover is not an available remedy to the plaintiff to settle matters in dispute between oneself and a copartner, when no accounting or settlement of the partnership had been had, and a balance struck between the partners. Bush v. Smith, 77 Ga. App. 329, 48 S.E.2d 582 (1948) (decided under former Code 1933, § 75-202). Cited in DM II, Ltd. v. Hospital Corp. of Am., 130 F.R.D. 469 (N.D. Ga. 1989).

RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 269 et seq., , 606 et seq. C.J.S. - 68 C.J.S., Partnership, § 453 et seq. ALR. - Lack of partnership accounting as tolling statute of limitations against actions at law between partners, 77 ALR 426.

Right to accounting between attorneys associated in practice, in absence of formal partnership, 81 ALR2d 1420. When statute of limitations commences to run on right of partnership accounting, 44 ALR4th 678.

Notes of Decisions

Cited in 14 cases (1 in the last 5 years), 1987–2025 · leading case: Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012).

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Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012). · cites it 4× “, OCGA § 14-8-22. As the Court of Appeals held, see Moses v.”

Bagwell v. Trammel, 778 S.E.2d 173 (Ga. 2015). · cites it 6× “Bagwell’s remaining claims were either dismissed by him or rendered moot by the 4 Agreement operated as a valid deed under OCGA § 44-5-30 and that the Redemption Formula found in the Redemption Agreement and giving Bagwell an enhanced equity position did not govern the trial…”

Arford v. Blalock, 405 S.E.2d 698 (Ga. Ct. App. 1991). · cites it 2× “OCGA § 14-8-22 (1). See also OCGA § 14-8-43.”

Vitner v. Funk, 354 S.E.2d 666 (Ga. Ct. App. 1987). · cites it 2× “OCGA § 14-8-22. It “may result from an express agreement that the relationship shall exist, or by implication from certain other agreements which the parties have made.”

Gaslowitz v. Stabilis Fund I, LP, 770 S.E.2d 245 (Ga. Ct. App. 2015). · cites it 2× “2011) (“While the Georgia Code specifically provides a right to accounting in regards to partnerships, OCGA § 14-8-22, it has no similar section in the chapter on limited liability companies.”

DM II, Ltd. v. Hosp. Corp. of Am., 130 F.R.D. 469 (N.D. Ga. 1989). · cites it 4× “In addition, because § 14-8-22 provides a cause of action to enforce § 14-8-21 to “any partner,” the court finds that the controlling substantive law vests the right of action in each partner independent of the partnership.”

Hayden v. Sigari, 467 S.E.2d 590 (Ga. Ct. App. 1996). · cites it 2× “Hayden may not complain of the trial court’s failure to charge with respect to OCGA § 14-8-22 due to his failure to timely object thereto before the jury returned its verdict.”

Williams v. Tritt, 415 S.E.2d 285 (Ga. 1992). · cites it 2× “OCGA § 14-8-22. OCGA § 14-8-21 (a) provides: Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation…”

Thacker Constr. Co. v. a Betterway Rent-A-Car, Inc., 368 S.E.2d 178 (Ga. Ct. App. 1988). · cites it 2× “Under the provisions of former OCGA § 14-8-22, applicable here, as to third persons, all partners are liable, not *665 only to the extent of their interests in the partnership property, but also to the whole extent of their separate property.”

St. James Ent. LLC v. Crofts, 837 F. Supp. 2d 1283 (N.D. Ga. 2011). · cites it 4× “The court in Williams found accounting to be an appropriate remedy pursuant to the Georgia Uniform Partnership Act, specifically O.C.G.A. § 14-8-22. 415 S.E.2d at 286 . In that case, the Supreme Court of Georgia held that “[bjecause there [was] some evidence that [a partner]…”

McCaughey v. Murphy, 485 S.E.2d 511 (Ga. Ct. App. 1997). · cites it 2× “Murphy’s lawsuit, as amended, sought damages totaling millions of dollars and asked for an accounting pursuant to OCGA § 14-8-22. McCaughey countercláimed against Murphy.”

Stanley Njoku v. Hilda Adeyemi (Ga. Ct. App. 2020). · cites it 2× “We are unable to properly resolve this claim because the basis for the trial court’s accounting order is unclear.”

Show all 14 citing cases →

— 14-8-22(3) — 1 case

DM II, Ltd. v. Hosp. Corp. of Am., 130 F.R.D. 469 (N.D. Ga. 1989). “In addition, because § 14-8-22 provides a cause of action to enforce § 14-8-21 to “any partner,” the court finds that the controlling substantive law vests the right of action in each partner independent of the partnership.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.