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 […]
Where the directors knew the officers’ high salaries were “outrageous” and well in excess of comparables within the market but nonetheless failed to reduce the salaries, a jury question existed whether the directors engaged in a “rational” process such that the Business Judgment Rule (“BJR”) would protect the […]
When trying to determine which law to apply in a misappropriation case, North Carolina will look to the law of the State where the last “bad act” occurred to make the defendant liable (i.e., lex loci). Environmental Holdings Group, LLC v. Finch, 2022 NCBC 25 (J. Davis). As […]
Where the real party-in-interest was added via an amended complaint after the running of the statute of limitations, the Court may permit the real party-in-interest’s claims to relate back to the original, timely filed complaint. Brakebush Brothers, Inc. v. Certain Underwriters at Lloyds of London, 2022 NCBC 23 […]
Where the corporation’s Shareholder Agreement contained a Put/Call provision, the shareholders necessarily gave up their right to seek a judicial dissolution of the company. Mauck v. Cherry Oil, 2022 NCBC 21 (J. Davis). As a result, the shareholders’ request for a dissolution of the company would be dismissed […]
Where an LLC member voluntarily dismissed all remaining claims after losing summary judgment on many others, the dismissal resulted in the conclusion of the then-pending lawsuit. Clark v. Burnette, 2022 NCBC 17 (J. Davis). As a result, the Business Court had authority to enter final judgment and issue […]
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 