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North Carolina Business Court Report

Cases Important to Companies Doing Business in North Carolina

Business’ Reliance on False Application Information Must Still Be Reasonable

By Philip Mohr on December 8, 2020 • ( Leave a comment )

Joint Ventures (and Any Duties Arising Therefrom) Require Sharing of Profits

By Philip Mohr on November 9, 2020 • ( Leave a comment )

An Employee May Have a Separate Common Law Duty Not to Interfere with a Former Employer

By Philip Mohr on October 20, 2020 • ( Leave a comment )

Putting Things Off Until Tomorrow May Preclude Claims Later

By Philip Mohr on September 11, 2020 • ( Leave a comment )

Even Breach of Fiduciary Duty Claim May Be Barred By the Economic Loss Rule

By Philip Mohr on September 7, 2020 • ( Leave a comment )

Indefinite Covenants Within License Agreement May Not Be Enforceable

By Philip Mohr on August 14, 2020 • ( 1 Comment )

About

Since its establishment in 1996, the North Carolina Business Court has expanded from a single judge hearing a limited number of cases to five judges issuing written opinions on a nearly daily basis. As the Business Court’s work has expanded and evolved, so too has the law that dictates how North Carolina companies do business. This blog hopes to highlight and explain how certain decisions will affect companies doing business in North Carolina.

Business’ Reliance on False Application Information Must Still Be Reasonable

By Philip Mohr on December 8, 2020 • ( Leave a comment )

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 […]

An Employee May Have a Separate Common Law Duty Not to Interfere with a Former Employer

By Philip Mohr on October 20, 2020 • ( Leave a comment )

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 […]

Joint Ventures (and Any Duties Arising Therefrom) Require Sharing of Profits

By Philip Mohr on November 9, 2020 • ( Leave a comment )

Where the relationship between two companies working in tandem does not evidence the actual sharing of profits, no joint venture is formed.  Vitaflow, Inc. v. Aeroflow, Inc., 2020 N.C.B.C. 80 (J. Bledsoe).  As a result, Plaintiff could not maintain claims based upon duties arising from a joint venture […]

Putting Things Off Until Tomorrow May Preclude Claims Later

By Philip Mohr on September 11, 2020 • ( Leave a comment )

Where the operating agreement failed to define what constituted “cause” to enable the involuntary withdrawal of a member, there was no “meeting of the minds” as to that contract term.  Epic Chophouse, LLC v. Morasso, 2020 NCBC 63 (J. Conrad).  As a result, the Business Court held that […]

Even Breach of Fiduciary Duty Claim May Be Barred By the Economic Loss Rule

By Philip Mohr on September 7, 2020 • ( Leave a comment )

While one party may owe a fiduciary duty to another outside of their contract, the Business Court will nonetheless examine the damages the plaintiff seeks from each and every claim. Perry v. Frigi-Temp Frigeration, Inc., 2020 NCBC 62 (J. Bledsoe). Where the damages a plaintiff seeks for his […]

Indefinite Covenants Within License Agreement May Not Be Enforceable

By Philip Mohr on August 14, 2020 • ( 1 Comment )

Where a software license agreement precluded the licensee from developing similar software for an undefined period of time, the license agreement inhibited “free trade” and was therefore unreasonable and unenforceable.  Triage Logic Management & Consulting, LLC v. Innovative Triage Services, LLC, 2020 NCBC 57 (J. Robinson).  As a […]

Managers May Be Entitled to Advancement of Legal Fees, Even If Accused of Wrongdoing

By Philip Mohr on August 6, 2020 • ( Leave a comment )

Where the operating agreement provides for indemnification and advancement of fees to a manager who becomes a party to any civil action “by reason of the fact that he was an authorized representative of the LLC,” the manager is entitled to have the LLC pay his legal fees […]

Operating Agreement’s Permission To Compete May Not Be Enough To Avoid Implied Covenants

By Philip Mohr on July 27, 2020 • ( Leave a comment )

Where the parties’ Operating Agreement permitted the member-managers to operate competing businesses, such allowance did not eliminate one member’s implied expectation of no competition with the business. Klos Construction, Inc. v. Premier Homes and Properties, LLC, 2020 NCBC 53 (J. McGuire).  As a result, while the harmed member […]

Common Attorneys’ Fee Provision Might Not Be Sufficient

By Philip Mohr on April 30, 2020 • ( Leave a comment )

Where the parties’ agreement only provided that, “If the agreement needs to be enforced, the winning party is entitled to receive costs and reasonable attorneys’ fees,” such language did not satisfy the statutory requirements necessary to enable an award of attorneys’ fees.  Denver Property Partners, LLC v. Sisson, […]

Business Court Waives 90-Day Waiting Period For All Derivative Claims Where At Least One Claim Seeks Emergency Relief

By Philip Mohr on April 8, 2020 • ( Leave a comment )

Where at least one derivative claim asserted “irreparable harm” to the LLC if the member waited 90 days after its demand before filing suit, the member did not have to wait 90 days before asserting other derivative claims. Emrich Enterprises, LLC v. Hornwood, Inc., 2020 NCBC 29 (J. […]

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