Where a company provides the requisite information to prove the recipient is a shareholder, such information may nonetheless be inadequate if not received “within a reasonable time” after shares in the company are issued or transferred. Faw v. Wilkes Sombrero, Inc., 2021 NCBC 80 (J. Earp). Because only […]
An entity created for a single, special purpose does not necessarily mean that piercing the entity’s corporate veil is always appropriate. Loray Master Tenant, LLC v. Foss N.C. Mill Credit 2014 Fund I, LLC, 2021 NCBC 78 (J. Bledsoe). A plaintiff must still assert factual allegations that show […]
To rescind an unfavorable agreement based upon duress, a party must show factors other than the opposing party’s mere threat to breach an agreement. Loyd v. Griffin, 2021 NCBC 77 (J. Robinson). Absent such outside factors, the Business Court held, a shareholder was not entitled to rescind the […]
Where a business had properly come into possession of certain personal property, no claim for conversion could exist unless a demand for the property’s return was refused. Morris International, Inc. v. Packer, 2021 NCBC 66A (J. Davis). Because Plaintiff failed to present any evidence that it had demanded […]
Where a business that might otherwise not be subject to the personal jurisdiction of a North Carolina court nonetheless files a lawsuit in North Carolina, the Court can properly exercise jurisdiction over the company to hear all disputes between the parties without violating any due process rights. Vitaform, […]
Where a corporation’s board of directors decided to take a particular course of action that was unpopular with a shareholder, the board could not invoke the business judgment rule to prevent the shareholder’s statutory right to inspect the corporation’s books and records. Erwin v. Myers Park, 2021 NCBC […]
Where a business’ non-compete employment agreement precluded its former employee from contacting its suppliers, such restriction could constitute a legitimate business interest. KNC Technologies v. Tutton, 2021 NCBC 25 (J. McGuire). This was so, the Business Court held, even though the items the supplier provided were available elsewhere […]
Where members of a joint venture have agreed to its dissolution, the fiduciary duties owed among the members continue through the windup process. Morris International v. Parker, 2021 NCBC 13 (J. McGuire). As a result, Defendants could not dismiss Plaintiff’s breach of fiduciary claim where Defendants had improperly […]
Where a minority shareholder complained about the majority shareholder’s new business ventures, no fiduciary duty was actually owed to the minority shareholder beyond that related to the business’ property. Panzino v. MAP, 2021 NCBC 10 (J. Conrad). Because the new business ventures were unrelated to the company’s property, […]
Where a shareholder sufficiently alleged she owned some interest in the closely held company at the time she filed her lawsuit, the size of her interest was not relevant to her request for dissolution. Flynn v. Pierce, 2020 NCBC 94 (J. Bledsoe). As a result, Plaintiff could maintain […]
Where a business’ agent acknowledged a debt was owed but still refused to allow payment in order to strengthen the business’ negotiating position, any qualified immunity from inducing the business to breach its contract could be lost. Kapur v. IMW EMR, LLC, 2020 NCBC 92 (J. Gale). As […]
Where a business seeks to reform an agreement based upon a unilateral mistake, it must show that the other side caused the error through fraud or omission. TAC Investments LLC v. Rodgers, 2020 NCBC 88 (J. Conrad). Absent such evidence, the business’ only hope to reform the agreement […]
Where an employee makes material misstatements pre- and post-employment, the business must still allege facts showing how its reliance on the employee’s statements was reasonable to maintain certain tort claims. Quidore v. Alliance, 2020 N.C.B.C. 87 (J. Bledsoe). As a result, the business could not maintain claims for […]
Where the common law duty not to interfere in a business’ contracts is separate from any contractual obligation not to compete, a business can maintain an additional tort claim. Gallaher v. Ciszek, 2020 N.C.B.C. 76 (J. Bledsoe). As a result, because the employee’s contractual duty not to compete […]
Where a business convinced its competitor’s employee to take the competitor’s trade secrets before coming to work for the business, any justification for tortiously interfering with the employee’s contract was lost. Mechanical Systems and Services, Inc. v. Howard, 2021 NCBC 48 (J. Conrad). As a result, Plaintiff’s claim […]
Philip Mohr