The fate of Dorsey "Doss" Wallace's stock in the family business, Wallace Electric Company, has caused a remarkable amount of disagreement between Doss and his brothers, Gary and Phillip Wallace. The parties offered competing narratives in the case below about which agreement, if any, governed the ownership of stock in Wallace Electric, and about what the terms of those agreements would require. The trial court ultimately concluded in a bench trial that Doss should be paid $54,200 for his stock. But because the court correctly admitted that its order did not reach the factual or legal conclusions required to resolve this case, we vacate the order below and remand for proper consideration of, and conclusions regarding, the legal questions at issue in this case.
Wallace Electric Company was incorporated in 1959 by the parties' father. In 1988, when all three brothers were working for Wallace Electric, their father awarded Gary and Phillip each a 25% share of stock in the company, awarded Doss a 16.67% share, and kept a 33.33% share for himself. Their father owned and managed the business until his death in 2000. After their father's death, Gary and Phillip took over the management of Wallace Electric. Doss, on the other hand, had been employed at Wallace Electric sporadically until his employment ended in 1994. The parties agree that the ownership of stock in Wallace Electric was intended to be reserved for employees of the company.
In 2011, following an apparent series of family disputes, Doss filed a complaint for accounting and damages against Gary and Phillip, alleging that they had deprived Doss of his lawful interests as a shareholder of Wallace Electric.
He argued that Wallace Electric had a duty to make an offer and purchase his stock after his employment ended, a duty that the company did not fulfill. Moreover, Doss contended that the Bylaws required that the price of the stock be determined at the time the company offered to purchase his stock. Therefore, Doss contended that the value of his stock should be determined based on the date the company offered to purchase it. He maintained that because Wallace Electric had never offered him the "book value" of his stock, it had not satisfied its duties under the Bylaws—and he, therefore, was not obligated to sell. Accordingly, in his view, the buyout should be calculated based on the stock's "book value" at the time the litigation began.
Doss admitted, however, that in 1988 the parties had entered into a Buy-Sell Agreement that also addressed the disposition of Wallace Electric stock. The Buy-Sell Agreement provided for the sale of any shareholder's stock upon death, total disability, or termination of employment. The Buy-Sell Agreement also set out a method for determining the current value of the stock in the event of a disagreement between the parties at the time of sale. Doss, however, contended that the Buy-Sell Agreement does not apply to the sale of his stock because it expired on June 30, 2008, before his brothers made any effort to purchase his stock.
Appellees, on the other hand, argued that Doss was not entitled to demand a buyout and had anticipatorily breached his duties under the Buy-Sell Agreement by retaining his stock after his employment with Wallace Electric ended in 1994. Gary offered to purchase Doss's stock in 2003, Appellees claim, but Doss continually refused to sell. Appellees maintain that the Buy-Sell Agreement affirmatively required Doss to sell his stock when his employment with Wallace Electric ended. Appellees eventually amended their filings to explicitly request that the court order Doss to resell his shares at their 1994 value, in accordance with what they saw as the terms of the Buy-Sell Agreement.
With respect to the Bylaws, Appellees argued that they constituted a shareholder agreement and had expired pursuant to OCGA § 14-2-732 (b) (3), a statute that sets out requirements and limits for shareholder agreements and includes a 20-year sunset provision for such agreements.
Appellees maintained that the Agreement defined "current value" as $1,806.00 per share. Doss countered that the Agreement expired in 2008 and that its expiration resulted in a reversion to the Bylaws. He maintained that the Bylaws had not expired and were not subject to any subsequent laws restricting shareholder agreements to a 20-year span.
With the dispute between the parties centering upon the potential application and interpretation of these two documents, the trial court conducted a bench trial in equity.
In response to a request from Doss that the trial court enter findings of fact and conclusions of law, the court averred that the oral ruling contained its findings of fact and conclusions of law, and issued an order to the same effect. This appeal followed.
Although the trial court's written order fails to disclaim any responsibility for deciding the legal issues in this case, it also fails to actually do so. Much like its ruling from the bench, the written order does not make any findings of fact or conclusions of law regarding which document, if any, ultimately controlled the parties' dispute. While the written order determined that an "employee's share of stock in Wallace Electric ought to be returned to the company when the employee's term of employment is over," the trial court failed to include any written findings of fact or conclusions of law that Doss had a duty to sell his stock to Wallace Electric in 1994, or at any other point. Additionally, the trial court failed to conclude whether either of the documents at issue were executory. Although we also avoid such a finding as a court of review, the trial court's original order seems to recognize that the outcome may depend on whether the governing documents gave the parties a right to buy or sell or a duty to buy or sell. Absent a determination of which document applied, if any, and what the terms of that document demanded of the parties, this Court cannot provide meaningful appellate review.
We do note that in its written order the trial court relied on the equitable maxim, codified at OCGA § 23-1-8, that equity considers that done which ought to be done and directs its relief accordingly. That maxim cannot be fulfilled where that which should have been done still remains to be determined. See Burks v. Colonial Life & Acc. Ins. Co., 98 F.Supp. 140, 144-145 (M.D. Ga.), aff'd, 192 F.2d 643 (5th Cir. 1951) ("To consider as done that which ought to have been done, the [c]ourt must determine what ought to have been done.").
Id. Equity does not permit a court to substitute its own notion of what is right in a particular case for a determination of what the law demands.
In this situation, Georgia law requires findings of fact and conclusions of law: A trial court presiding over a bench trial "shall upon request of any party made prior to such ruling, find the facts specially and shall state separately its conclusions of law." OCGA § 9-11-52 (a). One reason for that requirement is that it serves as an aid to the appellate court on review. Gen. Teamsters Local Union No. 528 v. Allied Foods, Inc., 228 Ga. 479, 480 (1) (186 S.E.2d 527) (1971). Indeed, "a dry recitation that certain legal requirements have been met [is] insufficient to satisfy the requirements of the law. The trial judge is to ascertain the facts and to state not only the end result of that inquiry but the process by which it was reached." Beasley v. Jones, 149 Ga.App. 317, 318 (1) (254 S.E.2d 472) (1979) (emphasis added). Here, the trial court announced an end result, but failed to mark the path that led to that result.
Simply put, it is not enough for a trial court to determine the end result based on its own notion of what is reasonable, leaving factual and legal decisions to the appellate courts in the first instance. In the present case, it is not possible from the state of the record and the trial court's order to determine what evidence or agreement the trial court relied upon in reaching its decision. As a result, meaningful appellate review is not possible. See, e.g., SN Intern., Inc. v. Smart Properties, Inc., 311 Ga.App. 434, 437 (715 S.E.2d 826) (2011) (vacating and remanding where the trial court failed to make specific findings of fact and conclusions of law to explain its judgment when such an omission made meaningful appellate review virtually impossible).
Accordingly, we vacate and remand with directions for the trial court to find the facts and state its conclusions of law, including whether the Bylaws, Buy-Sell Agreement, or any other document governs the parties' dispute. We do not reach the merits of Doss's enumerations of error.
Gold Kist, Inc. v. Wilson, 220 Ga.App. 426, 428 (1) (469 S.E.2d 504) (1996). Rather, because of the complexity of the facts and issues in this case and because the record clearly reflects that Doss requested findings of fact prior to the trial court's judgment, we remand for issuance of findings of fact and conclusions of law by the trial court.