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 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 […]
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 […]
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 […]
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 […]
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 […]
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, […]
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. […]
Where parties seek to keep certain documents they have filed under seal and out of the public eye, the Business Court now requires proof that disclosing the information would harm the parties or others before it will agree to permanently seal the items. Bradshaw v. Maiden, et al, […]
Where a minority shareholder exercised domination and control over the company’s sole director and its majority shareholder, it owed a fiduciary duty to the other minority shareholder. Button v. Level Four Orthotics & Prosthetics, Inc., 2020 NCBC 18 (J.Robinson). As a result, the other minority shareholder could maintain […]
Philip Mohr