When shareholders breach the company’s operating agreement to the detriment of another shareholder, the statute of limitations on the plaintiff’s breach of contract action does not begin to run until the plaintiff has notice of the breach. Chisum, et al v. Campagna, et al, 2019 NCBH 27 (J. […]
Where a buyer signed and sent a draft purchase agreement to a seller but the seller asked for one change to the document, the seller’s request acted as a rejection of the buyer’s draft agreement. Denver Property Partners, LLC v. Brian Sisson, et al., 2019 NCBC 22 (J. […]
Where a party asserts claims against a business arising from a contract containing an arbitration clause, the party cannot compel the business to arbitrate the claims if the party was never a signatory to the contract. Charlotte Student Housing DST, et al. v. Choate Construction Co., et al, […]
Where a business learns about an employee’s then-existing non-compete and non-solicitation agreements after hiring him, the business’ continued employment of the individual—albeit, in violation of the agreements—does not induce the individual to violate the agreements. Charah, LLC v. Sequoia Services, LLC, 2019 NCBC 17 (J. Robinson). As a […]
Where a buyer purchases a business through an asset purchase sale, any then-existing employment agreements do not apply to activities beyond the sale date. Addison Whitney, LLC v. Brannon Cashion, et al, 2019 NCBC 16 (J. Conrad). As a result, Plaintiff could not maintain claims for breach of […]
Where a business declines to renew an employment contract, such action does not give rise to an at-will employment relationship. Kelley v. Charlotte Radiology, P.A., 2019 NCBC 14 (J. Conrad). Because no at-will employment relationship existed, a spurned employee cannot maintain a claim for wrongful discharge. Plaintiff was […]
Where a plaintiff has no ownership interest in assets that a defendant fraudulently transfers, a public registration of the new ownership interest is insufficient to put the plaintiff on notice of the improper transfer. Window World of Baton Rouge, LLC, et al v. Window World, Inc., et al, […]
Despite the Legislature’s latest amendment pronouncing a director’s compensation “for services in any capacity” to be presumptively fair, the presumption only applies to compensation given a director in her capacity as a director. Ehmann v. Medflow, Inc., 2019 NCBC 9 (J. Gale). A director’s compensation for other services […]
An operating agreement’s attempt to prevent a member of an LLC from seeking her statutory right of dissolution is unenforceable. Slaughter v. Winner Enterprises of Carolina Beach, LLC, 2019 NCBC 1 (J. McGuire). But in order to have standing to seek a dissolution, the member must be an […]
While acknowledging that North Carolina has not yet recognized that a broker-dealer, as a matter of law, owes fiduciary duties to their investors, a fiduciary relationship might nonetheless arises as a matter in fact (de facto) based, in part, on the fact that the company’s name contains the […]
Philip Mohr