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North Carolina Business Court Report

Making Complex Business Cases Easy to Understand

A Shareholder? May Depend on When Company Sends Information

By Philip on December 22, 2021 • ( Leave a comment )

An SPV Does Not Automatically Permit Veil Piercing

By Philip on December 15, 2021 • ( Leave a comment )

To Rescind a Contract, the Duress Must Come from Outside Any Threatened Breach

By Philip on December 15, 2021 • ( Leave a comment )

Demand Is Necessary for Claim of Conversion

By Philip on November 9, 2021 • ( Leave a comment )

Business That Files Lawsuit Becomes Subject to North Carolina’s Jurisdiction

By Philip on September 18, 2021 • ( Leave a comment )

Unlawful Competition Negates Any Justification

By Philip on August 18, 2021 • ( Leave a comment )

About

Since its establishment in 1996, the North Carolina Business Court has expanded from a single judge hearing a limited number of cases to four judges issuing written opinions on a nearly daily basis. As the Business Court’s work has expanded and evolved, so too has the law that dictates how North Carolina companies do business. This blog hopes to highlight and explain significant developments of interest to the North Carolina business community.

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A Shareholder’s Right To Dissolve Does Not Depend On Size Of Ownership

By Philip on January 5, 2021 • ( Leave a comment )

Where a shareholder sufficiently alleged she owned some interest in the closely held company at the time she filed her lawsuit, the size of her interest was not relevant to her request for dissolution.  Flynn v. Pierce, 2020 NCBC 94 (J. Bledsoe).  As a result, Plaintiff could maintain […]

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Playing “Hard Ball” Might Waive Qualified Immunity

By Philip on December 23, 2020 • ( Leave a comment )

Where a business’ agent acknowledged a debt was owed but still refused to allow payment in order to strengthen the business’ negotiating position, any qualified immunity from inducing the business to breach its contract could be lost.  Kapur v. IMW EMR, LLC, 2020 NCBC 92 (J. Gale).  As […]

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Business Hoping to Re-write an Agreement Based Upon Only One Side’s Mistake Needs Fraud-Like Activity

By Philip on December 20, 2020 • ( Leave a comment )

Where a business seeks to reform an agreement based upon a unilateral mistake, it must show that the other side caused the error through fraud or omission.  TAC Investments LLC v. Rodgers, 2020 NCBC 88 (J. Conrad).  Absent such evidence, the business’ only hope to reform the agreement […]

Business’ Reliance on False Application Information Must Still Be Reasonable

By Philip on December 8, 2020 • ( Leave a comment )

Where an employee makes material misstatements pre- and post-employment, the business must still allege facts showing how its reliance on the employee’s statements was reasonable to maintain certain tort claims.  Quidore v. Alliance, 2020 N.C.B.C. 87 (J. Bledsoe).  As a result, the business could not maintain claims for […]

Joint Ventures (and Any Duties Arising Therefrom) Require Sharing of Profits

By Philip on November 9, 2020 • ( Leave a comment )

Where the relationship between two companies working in tandem does not evidence the actual sharing of profits, no joint venture is formed.  Vitaflow, Inc. v. Aeroflow, Inc., 2020 N.C.B.C. 80 (J. Bledsoe).  As a result, Plaintiff could not maintain claims based upon duties arising from a joint venture […]

An Employee May Have a Separate Common Law Duty Not to Interfere with a Former Employer

By Philip on October 20, 2020 • ( Leave a comment )

Where the common law duty not to interfere in a business’ contracts is separate from any contractual obligation not to compete, a business can maintain an additional tort claim.  Gallaher v. Ciszek, 2020 N.C.B.C. 76 (J. Bledsoe).  As a result, because the employee’s contractual duty not to compete […]

Putting Things Off Until Tomorrow May Preclude Claims Later

By Philip on September 11, 2020 • ( Leave a comment )

Where the operating agreement failed to define what constituted “cause” to enable the involuntary withdrawal of a member, there was no “meeting of the minds” as to that contract term.  Epic Chophouse, LLC v. Morasso, 2020 NCBC 63 (J. Conrad).  As a result, the Business Court held that […]

Even Breach of Fiduciary Duty Claim May Be Barred By the Economic Loss Rule

By Philip on September 7, 2020 • ( Leave a comment )

While one party may owe a fiduciary duty to another outside of their contract, the Business Court will nonetheless examine the damages the plaintiff seeks from each and every claim. Perry v. Frigi-Temp Frigeration, Inc., 2020 NCBC 62 (J. Bledsoe). Where the damages a plaintiff seeks for his […]

Indefinite Covenants Within License Agreement May Not Be Enforceable

By Philip on August 14, 2020 • ( 1 Comment )

Where a software license agreement precluded the licensee from developing similar software for an undefined period of time, the license agreement inhibited “free trade” and was therefore unreasonable and unenforceable.  Triage Logic Management & Consulting, LLC v. Innovative Triage Services, LLC, 2020 NCBC 57 (J. Robinson).  As a […]

Managers May Be Entitled to Advancement of Legal Fees, Even If Accused of Wrongdoing

By Philip on August 6, 2020 • ( Leave a comment )

Where the operating agreement provides for indemnification and advancement of fees to a manager who becomes a party to any civil action “by reason of the fact that he was an authorized representative of the LLC,” the manager is entitled to have the LLC pay his legal fees […]

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Business Court Opinions

Court’s published decision in a case and explanation written by a judge of the Business Court. Click here to read more.

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