In order to maintain a claim for tortious interference with contract, a business must prove that the bad actor induced a third party to breach the agreement, something which cannot be inferred merely because the third party simply breaches the contract. Southeast Anesthesiology Consultants, PLLC v. Rose, et […]
Where a business suffered a purely economic loss as a result of the failure of another to fulfill its contractual obligations, no negligence claim exists unless a separate duty is proven. Crescent University City Venture, LLC, et al. v. AP Atlantic, Inc. , et al., 2019 NCBC 48 […]
Where a business contractually agrees to arbitrate in North Carolina does not mean that the business has consented to litigate in a North Carolina court. Curvatur, Inc. v. Cantel Computer Services, Ltd., 2019 NCBC 47 (J. Conrad). As a result, absent other evidence that satisfies a party’s requisite […]
Where a company is liable for injuries to a third party solely because of the actions of another business, the company can only obtain common law indemnity and statutory contribution if the injury to the third party is a tort and not simply a breach of contract. Crescent […]
When businesses contractually agree that consequential damages caused by a breach of contract cannot be recovered, such provision prevents the recovery of breach-related expenses incurred from dealings with third parties. Crescent University City Venture, LLC v. AP Atlantic, Inc. et. al., 2019 N.C.B.C. 46 (J. Bledsoe).[1] As a […]
Where the Operating Agreement of an LLC allows the company to demand additional capital contributions, a claim related to a member’s failure to make a contribution belongs solely to the company. Bennett, et al. v. Bennett, et al., 2019 NCBC 45 (J. Conrad). As a result, the individual […]
Where the dispute involves merely a company’s confidential information and not its trade secrets, the Business Court lacks the statutory jurisdiction to hear the matter. Unox, Inc. v. Conway, et al., 2019 N.C.B.C. 40 (J. Bledsoe). As a result, where trade secrets are not at issue, the matter […]
Unlike a majority owner of a corporation, the majority owner of an LLC does not owe minority members a fiduciary duty merely because of her majority status. Instead, there must be evidence of control over the LLC by the majority owner. Vanguard Pai Lung, LLC, et al. v. […]
Absent language in the company’s Operating Agreement that establishes fiduciary duties, a majority owner of an LLC owes a minority owner a fiduciary duty only when the majority controls the LLC. Finkle, et al. v. Palm Park, Inc., 2019 N.C.B.C 37 (J. McGuire). As a result, when the […]
Where a company asks the Business Court only to determine the fair value of its stock pursuant to G.S. ¶55-13-30, the issue of whether the shareholder properly perfected her appraisal rights is not before the court. Reynolds America v. Third Motion Equities Master Fund, Ltd., et al., 2019 […]
Philip Mohr