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 […]
Where a stockholder openly disputed the value of his stock as set forth in a Redemption Agreement, the stockholder was later precluded from arguing that the Redemption Agreement’s stock price was a “mutual mistake of fact.” Oliver v. Brown & Morrison, Ltd., 2022 NCBC 13 and 16 (J. […]
Where a member filed various derivative actions against a co-member and LLC (nominally), those claims were protected by the First Amendment. Emrich Enterprises, LLC v. Hornwood, Inc. and Triangle Automotive, LLC (nominal), 2022 NCBC 11 (J. Robinson). As a result, the LLC’s breach of fiduciary duty claim against […]
Where the Business Court determined that Defendant had not been properly served with the original complaint, personal jurisdiction could nonetheless be established where Defendant made a general appearance in the case post-judgment. Slattery v AppyCity, LLC, 2022 NCBC 8 (J. Robinson). As a result, because Defendant’s Motion to […]
Where the Operating Agreement required certain actions to be taken in a particular situation (i.e., dissolution upon death of a member) but permitted avoidance of that act where all “members” had “mutually agreed,” the sole member of the LLC could not “mutually agree” with himself to avoid the […]
Where a member of an LLC failed to ensure that the LLC timely received his pre-suit demand, the Court necessarily lacked jurisdiction to hear the derivative claims. Robert Barefoot v. Quint Barefoot, et al, 2022 NCBC 5 (J. Bledsoe). As a result, Plaintiff’s derivative claims would be dismissed, […]
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 