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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
North Carolina Business Court Report 