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. […]
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 […]
Philip Mohr