Where the shareholder agreement provided that a terminated shareholder’s obligation to sell back his shares post-employment was eliminated if the agreement were ever amended, the jury’s determination that certain acts amended the agreement necessarily eliminated this obligation. Loyd v. Griffin, et al, 2023 NCBC 92 (J. Robinson). Absent […]
Where the Operating Agreement permitted the elimination of the duty of care and further provided that it would be automatically amended to eliminate any other duties as permitted by an amendment to North Carolina’s Limited Liability Act (“LLC Act”), the 2014 amendment of the LLC Act eliminated Defendant’s […]
Where a company’s federal lawsuit against its former officer was dismissed for lack of subject matter jurisdiction, the former officer was considered to have been “wholly successful,” notwithstanding the company’s decision to refile its claims in state court. PreGel Am., Inc. v. Casol, 2023 NCBC 81 (J. Bledsoe). […]
Where shareholders of a privately-held company filed suit to force the other shareholders to buy out their shares at an unwarranted premium rather than to remedy a wrong to the company, Plaintiffs’ lawsuit may be considered to have been brought for an improper purpose. Cone v. Blue Gem, Inc., […]
Where North Carolina requires any foreign insurance company to appoint a state official as the company’s legal agent for service of process to conduct business in the State, the company is deemed to have consented to a North Carolina court exercising general personal jurisdiction over it. Harris Teeter […]
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 […]
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.
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