As a trial attorney for more than twenty (20) years, I regularly litigate matters in the Business Court, helping companies who have both been wronged and accused of wrong doing. As the office managing partner of Womble's Greensboro office, I am uniquely positioned to understand how litigation may impact a company.
Where an employee alleged his employer’s owner and other commonly-owned affiliates had devised a plan to prevent the employee from certain contractually-owed payments, North Carolina law would follow the Fourth Circuit and extend the intracorporate immunity doctrine to those affiliates. Ehmann v. Medflow, Inc., 2022 NCBC 55 (J. […]
Absent contractually created fiduciary duties, a minority member owes a fiduciary duty to other members only if he exercises domination and control over the LLC. Lafayette Village Pub, LLC v. Burnham, 2022 NCBC 50 (J. Davis). Because Plaintiffs’ complaint failed to provide specific factual allegations evidencing Defendant’s domination […]
Where members merely allege acrimony between members and confusion over the size of each member’s ownership but nothing more, such allegations are insufficient to dissolve a corporation. Vanguard Pai Lung, LLC v. Moody, 2022 NCBC 48 (J. Conrad). As a result, the Business Court denied the defendant-members’ request […]
Where limited partners had entered into agreements which, by their terms, contained information that was deemed confidential in nature, the limited partners arguably breached those agreements by disclosing the confidential information in their publicly-filed complaint. Chi v. Northern Riverfront Marina and Hotel, LLC, 2022 NCBC 46 (J. Earp). […]
Where a minority shareholder alleges that two other minority shareholders—whose combined shares constituted a majority of the stock—acted in concert and controlled the company, the minority shareholder had sufficiently alleged she was owed a special duty. Kelly v. Nolan, 2022 NCBC 37 (J. Davis). As a result, the […]
Where the business sold all of its assets “of whatever kind or nature,” this included unknown claims which had caused economic harm to the business. Lau v. Constable, 2022 NCBC 34 (J. Earp). As a result, the company did not have standing to pursue any claim against its […]
When the conditions necessary to form a corporation have occurred, a shareholder will be precluded from alleging merely a general partnership existed. Leonard v. Ast, 2022 NCBC 35 (J. Earp). As a result, the plaintiff’s claim seeking a declaratory judgment that a partnership existed was dismissed with prejudice. […]
Where a former member of an LLC brought conversion claims related to various intangible interests, the Business Court recognized that such claims do not exist under North Carolina law. McFee v. Presley, 2022 NCBC 33 (J. Conrad). As a result, the member could not maintain conversion claims related […]
Where a shareholder of dissolved company claimed to be a creditor, that position alone did not impose a special duty running from one co-owner to the shareholder/creditor so as to create a fiduciary duty. Normet v. Rabon, 2022 NCBC 32 (J. Davis). As a result, the shareholder could […]
Where the business relationship between two individuals was evolving and undefined, the law may recognize a partnership which, by law, imposes fiduciary duties between and among the partners. Loyd v. Griffin, 2022 NCBC 30 (J. Robinson). As a result, one partner could maintain claims for breach of fiduciary […]
Phil Mohr authors the North Carolina Business Court Report, crafting engaging posts discussing how recent decisions from the North Carolina Business Court impact companies doing business in North Carolina. He is a Partner at Womble Bond Dickinson (US) LLP.
North Carolina Business Court Report 