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North Carolina Business Court Report

Civil Conspiracy Cannot Exist Among Commonly-Owned Affiliates

By Philip on September 15, 2022 • ( Leave a comment )

Actual Domination and Control Required Before Minority Member Owes Any Fiduciary Duty

By Philip on September 13, 2022 • ( Leave a comment )

More Than Hurt Feelings Are Needed to Dissolve a Company

By Philip on August 31, 2022 • ( Leave a comment )

Publicly Filing Confidential Information Can Lead to Claim

By Philip on August 24, 2022 • ( Leave a comment )

Minority Shareholders Can Assert Individual Breach of Fiduciary Duty Claims

By Philip on July 19, 2022 • ( Leave a comment )

When Selling Its Assets, Business Should Take Care Not to Transfer Unknown Claims

By Philip on July 14, 2022 • ( Leave a comment )

About

Since its establishment in 1996, the North Carolina Business Court has expanded from a single judge hearing a limited number of cases to five judges issuing written opinions on a nearly daily basis. As the Business Court’s work has expanded and evolved, so too has the law that dictates how North Carolina companies do business. This blog hopes to highlight and explain significant developments of interest to the North Carolina business community.

Indefinite Covenants Within License Agreement May Not Be Enforceable

By Philip on August 14, 2020 • ( 1 Comment )

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 […]

Managers May Be Entitled to Advancement of Legal Fees, Even If Accused of Wrongdoing

By Philip on August 6, 2020 • ( Leave a comment )

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 […]

Operating Agreement’s Permission To Compete May Not Be Enough To Avoid Implied Covenants

By Philip on July 27, 2020 • ( Leave a comment )

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 […]

Common Attorneys’ Fee Provision Might Not Be Sufficient

By Philip on April 30, 2020 • ( Leave a comment )

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, […]

Business Court Waives 90-Day Waiting Period For All Derivative Claims Where At Least One Claim Seeks Emergency Relief

By Philip on April 8, 2020 • ( Leave a comment )

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. […]

Business Court Now Requiring More To Keep Documents Under Seal

By Philip on April 7, 2020 • ( Leave a comment )

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, […]

Minority Shareholders Might Just Owe Fellow Shareholders A Fiduciary Duty

By Philip on March 26, 2020 • ( Leave a comment )

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 […]

Hire An Out-Of-State Law Firm? You Might Not Be Able To Sue Them In NC

By Philip on March 16, 2020 • ( Leave a comment )

Where a business’ out-of-state law firm had no assets or property in North Carolina and its lawyers never visited North Carolina while providing Plaintiff legal advice for many years, the law firm and its lawyer lacked sufficient contacts with North Carolina. Diamond Candles, LLC v. Winter, et al., […]

General, Unspecified Demands Are Insufficient To Maintain A Derivative Claim

By Philip on March 3, 2020 • ( Leave a comment )

Where a member of an LLC makes just general allegations in her complaint that she demanded the LLC take action before filing suit, such allegations are insufficient to satisfy the statute’s pre-suit demand requirement.  Al-Hassan v. Salloum, 2020 NCBC 14 (J.Conrad).  Without a proper demand, the member was […]

Just Starting Up A Company? You Might Not Be Considered A “Competitor” To Those You Compete With

By Philip on March 2, 2020 • ( Leave a comment )

Where a business begins operations for the purpose of hiring away employees and winning business from another, the new company might not be a “competitor” for purposes of certain legal claims.  Med1 NC Services, LLC v. Med1 Plus, LLC, et al. 2020 NCBC 15 (J.McGuire).  Because the plaintiff’s […]

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About Phil Mohr

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.  

Click here to read his full bio.

Business Court Opinions

Court’s published decision in a case and explanation written by a judge of the Business Court. Click here to read more.

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