Where a company is liable for injuries to a third party solely because of the actions of another business, the company can only obtain common law indemnity and statutory contribution if the injury to the third party is a tort and not simply a breach of contract. Crescent […]
When businesses contractually agree that consequential damages caused by a breach of contract cannot be recovered, such provision prevents the recovery of breach-related expenses incurred from dealings with third parties. Crescent University City Venture, LLC v. AP Atlantic, Inc. et. al., 2019 N.C.B.C. 46 (J. Bledsoe).[1] As a […]
Where the Operating Agreement of an LLC allows the company to demand additional capital contributions, a claim related to a member’s failure to make a contribution belongs solely to the company. Bennett, et al. v. Bennett, et al., 2019 NCBC 45 (J. Conrad). As a result, the individual […]
Where the dispute involves merely a company’s confidential information and not its trade secrets, the Business Court lacks the statutory jurisdiction to hear the matter. Unox, Inc. v. Conway, et al., 2019 N.C.B.C. 40 (J. Bledsoe). As a result, where trade secrets are not at issue, the matter […]
Unlike a majority owner of a corporation, the majority owner of an LLC does not owe minority members a fiduciary duty merely because of her majority status. Instead, there must be evidence of control over the LLC by the majority owner. Vanguard Pai Lung, LLC, et al. v. […]
Absent language in the company’s Operating Agreement that establishes fiduciary duties, a majority owner of an LLC owes a minority owner a fiduciary duty only when the majority controls the LLC. Finkle, et al. v. Palm Park, Inc., 2019 N.C.B.C 37 (J. McGuire). As a result, when the […]
Where a company asks the Business Court only to determine the fair value of its stock pursuant to G.S. ¶55-13-30, the issue of whether the shareholder properly perfected her appraisal rights is not before the court. Reynolds America v. Third Motion Equities Master Fund, Ltd., et al., 2019 […]
Even though an employee may be the manager of all of a company’s projects, including being in charge of payments to vendors and interacting with customers, it does not necessarily mean that he owes any fiduciary duties to the company. Construction Managers, LLC, et al. v. Amory, 2019 […]
Where shareholders own a company equally, it is unlikely that they owe fiduciary duties to one another, especially where control of the board of directors is shared equally between them. Potts, et al. v. KEL, LLC, et al, 2019 NCBC 29 (J. Conrad). Nonetheless, a shareholder who is […]
Where the parties agreed that in order to value disputed property each party would select one appraiser as part of the settlement process, once selected the appraiser is not considered the agent of the party. Bell v. Pine Needles Country Club, Inc., et al., 2019 NCBC 26 (J. […]
Philip Mohr