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 […]
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, […]
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. […]
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, […]
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 […]
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., […]
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 […]
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 […]
Where a business was organized as a corporation rather than an LLC, the duties and obligations owed to and among the owners will be governed by statutes dealing with corporations. Panzino v. 5Church, Inc., 2020 NCBC 13 (J. Conrad). Thus, notwithstanding the fact that the owners referred to […]
Where a company rebuffs a qualifying shareholder’s demand to hold a special meeting for a particular purpose, the Business Court obtains jurisdiction to order a meeting once the by-laws’ time to notice a meeting passes. In Re Matter of Special Shareholders’ Meeting of Phytonix Corporation, 2020 NCBC 3 […]
North Carolina Business Court Report 