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 […]
Where a matter is transferred to the Business Court, the judge taking over the case is not considered the same judge for purposes of reconsidering orders entered by the prior judge. Price v. Carlson, 2018 NCBC 133 (J. Bledsoe). Just like matters in the General Court of Justice […]
Where one’s contractual obligation to give notice before terminating employment might not be against public policy, the employer’s failure to insist on the notice might waive both the requirement for notice and any loss associated with the failure to give proper notice. Tumlin v. Tuggle Duggins, 2018 NCBH […]
An owner’s post-sale contractual obligation to collect and deposit his company’s outstanding accounts receivable into the buyer’s designated bank account did not mean the owner was acting in a fiduciary capacity, according to the Business Court. Dunn Holdings I, Inc. v. Confluent Health, LLC, 2018 NCBH 126 (J. […]
Because a company’s preparation of financial records for a potential acquisition was not a part of its day-to-day business activities, its alleged falsification of the records could not support an unfair deceptive trade claim. Computer Design & Integration v. Brown, 2018 NCBC 128 (J. Bledsoe). Moreover, while North […]
While a company may appreciate the Business Court’s rules and seek its guidance and protection in certain tax-related matters, such appreciation and desires are not a sufficient basis upon which the Business Court can exercise jurisdiction. In re Summons Issued to Target Corp., 2018 NCBC 125. (J. Bledsoe). […]
In this modern world of globalization, the Internet and emails, the Business Court made clear that determining who initiated the first contact in a business deal gone bad can ultimately determine whether North Carolina can properly exercise jurisdiction over a foreign defendant. Capitala Group, LLC v. Columbus Advisory […]
In recently dismissing a group of shareholder derivative claims, the Business Court emphasized the importance of each shareholder making a proper, specific pre-suit demand on the corporation. Kane v. Moore, 2018 NCBC 120 and 2018 NCBC 124 (J. McGuire). If a shareholder did not make the proper demand, […]
Where an individual owes a fiduciary duty to his employer if the individual breaches that duty while working for a competitor, the competitor may be vicariously liable to the employer for the individual’s breach. Global Textile Alliance, Inc. v. TDI Worldwide, LLC, et al, 2018 NCBC 121. (J. […]
Philip Mohr