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, […]
Where the sales contract required the buyer to submit a written request to inspect the property, the seller’s refusal to honor buyer’s oral inspection request did not constitute a breach of contract. Miriam Equities v. LB-UBS 2007-C2 Millstream Road, LLC, 2022 NCBC 3 (J.Earp). As a result, the […]
Where the limited partners’ summary judgment motion sought declaratory relief that was more expansive than the relief requested in the complaint itself, the Court would on consider the relief sought in the complaint. Woodcock v. Cumberland County Hospital System, 2022 NCBC 2 (J. Davis). As a result, the […]
Where a company provides the requisite information to prove the recipient is a shareholder, such information may nonetheless be inadequate if not received “within a reasonable time” after shares in the company are issued or transferred. Faw v. Wilkes Sombrero, Inc., 2021 NCBC 80 (J. Earp). Because only […]
An entity created for a single, special purpose does not necessarily mean that piercing the entity’s corporate veil is always appropriate. Loray Master Tenant, LLC v. Foss N.C. Mill Credit 2014 Fund I, LLC, 2021 NCBC 78 (J. Bledsoe). A plaintiff must still assert factual allegations that show […]
To rescind an unfavorable agreement based upon duress, a party must show factors other than the opposing party’s mere threat to breach an agreement. Loyd v. Griffin, 2021 NCBC 77 (J. Robinson). Absent such outside factors, the Business Court held, a shareholder was not entitled to rescind 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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