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Final Copy 289 Ga. 357 S11A0310. DAY v. NU-DAY PARTNERSHIP, LLLP.

MELTON, Justice. At the time that Lon and Norma Day married in 1992, Lon had three adult children from a prior marriage, Lee, Don, and Nancy. In December 2001, Lon created Nu-Day Partnership, LLLP (hereinafter "Nu-Day"), a family limited partnership that had the purpose of owning and managing property. Lon also created another company, LLD Management, to serve as the sole general partner of Nu-Day, and Lon, along with his three children, were to serve as the limited partners of Nu-Day. Although Lon was originally listed as occupying all of the officer positions of LLD Management, on December 27, 2001, he appointed Don to the position of President and Nancy to the positions of Secretary and Treasurer. The next day, Lon executed documents that transferred all of his interest in LLD Management to Don and Nancy, leaving Don and Nancy as the sole owners of the general partner of Nu-Day. In 2003, Lon transferred certain property located on Bishop Street in Atlanta to Nu-Day (the "Bishop Street property").

Almost five-and-a-half years after he had transferred all of his interest in LLD Management to Don and Nancy, Lon claimed that the transfer of all of his interest in the company to his children in 2001 was an ultra vires act. He then purported to reallocate the Bishop Street property by unilaterally transferring it from Nu-Day to himself and from himself to his wife, Norma, in April 2007. Through Lon's children, Nu-Day filed an action against Norma in the Superior Court of Fulton County for, among other things, quiet title in an attempt to clarify that Nu-Day was still the owner of the Bishop Street property. The trial court granted Nu-Day's motion for summary judgment with respect to its quiet title claim, prompting Norma to appeal. For the reasons that follow, we affirm. 1. Norma contends that Lon's 2001 transfer of his interest in LLD Management to his children was an ultra vires act and therefore void. This is incorrect. In the instant case, an ultra vires act, by definition, would be "[a]n act . . . [that] is beyond the scope of the powers granted by law to [a] corporation, so that it is not in the power of the corporation to perform it under any circumstances." (Emphasis supplied.) Georgia Granite R. Co. v. Miller, 144
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Ga. 665 (87 SE 897) (1916). See also Savannah Ice Co. v. Canal-Louisiana Bank & Trust Co., 12 Ga. App. 818, 825 (79 SE 45) (1913) (An ultra vires act is an "act of a corporation [that the corporation] has no power under its charter to perform") (emphasis supplied). Thus, ultra vires acts have nothing to do with the actions of an individual who simply chooses to transfer his own interest in a company to other individuals, as such actions have nothing to do with the corporation itself acting beyond the scope of its legal authority. See generally, e.g., Savannah Ice Co., supra. See also OCGA

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