Pursuant to a granted interlocutory appeal, Mary Ann Williams challenges an order of the State Court of Fulton County which denied her motion for summary judgment in this suit brought by Martin Lakes Condominium Association, Inc. ("the Association"), to collect past-due fees and assessments. Williams contends she was entitled to summary judgment because the Association, an administratively dissolved corporation, lacked the capacity to sue when it filed its complaint. Williams also contends the court should have enforced a settlement agreement. Finding no error, we affirm.
1. On appeal from a grant or denial of a motion for summary judgment, we review the evidence de novo, viewing it in the light most favorable to the nonmovant, to determine whether a genuine issue of fact remains and whether the moving party is entitled to judgment as a matter of law. Rubin v. Cello Corp., 235 Ga.App. 250, 510 S.E.2d 541 (1998).
The relevant, undisputed facts are as follows. On November 8, 1999, the Association, a nonprofit corporation, sued Williams to collect $1,220 in past-due fees and assessments on her condominium. Williams answered, asserting as a defense that the Association lacked the legal capacity to sue. The Association admits it was administratively dissolved on July 1, 1993. However, on June 1, 2000, the Association's corporate charter was reinstated. In denying Williams' motion for summary judgment, the state court concluded that the Association had legal capacity to sue because "reinstatement of its corporate status allows it to resume its business as if the administrative dissolution never occurred." We agree.
Under Georgia law, when a nonprofit corporation is administratively dissolved it "continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under [OCGA § ]14-3-1406." OCGA § 14-3-1421(c). A corporation that has been administratively dissolved may apply for reinstatement, and this may be done at any time. See OCGA § 14-3-1422(a). At present, Georgia law does not limit the period during which a corporation may apply for reinstatement.
Although the appellate courts of this State have not addressed whether reinstatement under this Code provision revives the corporation such that it has the capacity to sue in that period between dissolution and reinstatement, we find case law from other jurisdictions persuasive. The Court of Appeals of Tennessee, considering a statute identical to ours, concluded that a reinstated homeowners association that had filed suit during its dissolution "possessed the legal capacity to pursue its appeal." Blaylock & Brown Constr. Co. v. The Collierville Bd., 23 S.W.3d 316, 324 (Tenn.App.1999). The court reasoned that
(Citations and punctuation omitted.) Id. at 323-324.
(Footnote omitted.) Id. at 144-145.
We find this rationale persuasive and hold that because the Association in the instant case was effectively reinstated, it possessed the legal capacity to sue at the time the complaint was filed. See Fairbanks Arctic Blind Co. v. Prather & Assoc., 198 S.W.3d at 146; Blaylock & Brown Constr. Co. v. The Collierville Bd., 23 S.W.3d at 324; LeLac Property Owners' Assn. v. Routh, 493 So.2d 1131, 1133 (Fla.App.1986). See also Annotation, Reinstatement of Repealed, Forfeited, Expired, or Suspended Corporate Charter as Validating Interim Acts of Corporation, 42 A.L.R.4th 392 (1985). The cases cited by Williams are inapposite because they do not involve a corporation that had been reinstated. Gas Pump, Inc. v. Gen. Cinema Beverages of North Fla., 263 Ga. 583, 436 S.E.2d 207 (1993) (administratively dissolved corporation sued after two-year period for reinstatement had expired); Deere & Co. v. JPS Dev., Inc., 264 Ga.App. 672, 592 S.E.2d 175 (2003) (two-year "winding-up" period had run and the corporation had not sought reinstatement).
2. Williams contends the trial court should have granted her motion for summary judgment because the evidence shows that the case had been settled. However, she fails to cite any record evidence in support of this proposition in her brief or in her reply brief. In fact, the only evidence before us is the affidavit of the Association's property manager, who denies that any settlement occurred. Finally, there is no transcript of the motion for summary judgment hearing in the record. Because Williams has not carried her burden of showing error, we affirm the trial court's denial of her motion for summary judgment. Majeed v. Randall, 279 Ga.App. 679, 680-681(2), 632 S.E.2d 413 (2006) (an appellant must show error from the record, and this burden is not satisfied by mere assertions in the appellate brief).
Judgment affirmed.
JOHNSON, P.J., and MILLER, J., concur.
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