It’s Just Business

Analysis of North Carolina Business Court Decisions (and other musings)

Judge Robinson recently issued an order containing what may be the first interpretation of the “Special Meeting” provisions of the North Carolina Business Corporation Act (the “Act”),  N.C. Gen. Stat. §§ 55-7-02 and -03, in In re Matter of Special Shareholders’ Meeting of Phytonix Corporation.  The statute provides  shareholders with a mechanism to demand a prompt meeting on an issue of interest.  In particular, the Act requires a non-public corporation to hold such a meeting…
Business Court examines personal jurisdiction over restoration company CEO Hurricane Florence made landfall near Wrightsville Beach, North Carolina on September 14, 2018, and its slow-moving chaos brought more than 30 inches of rain to some localities along with fierce winds. It left in its wake an estimated $24 billion in damages, and a multi-state footprint of clean-up and reconstruction work that stretched contractors thin and brought official warnings about those who prey upon storm…
Arbitration is supposed to be a less formal, more efficient way of resolving a dispute. More and more, though, we see certain threshold issues—like whether a dispute is ‘arbitrable’ in the first place—undermine the benefits of this supposedly streamlined process. Any clarity from the courts when it comes to issues of arbitrability, therefore, is a good thing to practitioners (and their clients) in this increasingly litigated area. In Rickenbaugh v. Power Home Solar, LLC, 2019…
Considering whether to add a Chapter 75 claim to your breach of contract dispute? If you don’t have substantial aggravating circumstances, resist the urge and don’t assert the Chapter 75 claim. In a recent order, Judge McGuire made clear that asserting an unjustified Chapter 75 claim may get you sanctioned. More snow leopard than unicorn, attorney fee sanctions in North Carolina are rarely seen. Everyone knows that UDTPA claims under Chapter 75 come with enhanced remedies (treble damages…
Here at the blog, we love a well-crafted set of local rules as much as the next lawyer. (Yes, we hear you laughing; we’re the folks who recap decisions about business law instead of episodes of Watchmen  or The Marvelous Mrs. Maisel. We enjoy them a lot more than the next, more normal, lawyer.) Sometimes, though, it’s the informal guideposts to commercial litigation practice that serve you the best. One of the classics is…
N.C. Business Court Digs into Pleading Requirements in Tossing Three Misrepresentation-Based Claims A “failed deal” or contract often gives rise to claims for breach of contract, fraud, and/or negligent misrepresentation. Each claim presents its own path to relief. And that path is replete with obstacles, beginning with pleading requirements unique to each claim. Even a “simple” breach claim can become complex, particularly when tangled with other misrepresentation-based claims. For instance—if a party promises not to…
The Business Court addressed the appropriate bounds for expert testimony proposed to establish damages, and perhaps to provide editorial guideposts for the jury, in W. Avalon Potts v. KEL, LLC, et al, 2019 NCBC 60, 2019 WL 4744646 (N.C. Super. Ct. September 27, 2019). See Order and Opinion. We discussed the case in an earlier post, here, but it involves a fractious leadership transition in a nearly 30-year old company, that led to an…
Business Court Holds North Carolina Arbitration and Choice-of-Law Provisions Insufficient to Exercise Personal Jurisdiction over England-Based Company In Curvature, Inc. v. Cantel Computer Servs. Ltd., 2019 NCBC 47 (N.C. Super. Ct. Aug. 13, 2019), the Business Court considered whether it could exercise personal jurisdiction over the England-based defendant based on a contract that was neither executed in nor performed in North Carolina. The wrinkle was that the contract contained provisions requiring the dispute to be…
N.C. Business Court Considers When a  Private Company Can Be Deemed a State “Agency” for Purposes of the Public Records Act   In Southern Environmental Law Center v. Saylor et al., 2019 NCBC 59 (N.C. Super. Ct. Sept. 11, 2019), the Business Court considered whether the defendant North Carolina Railroad Company (the “Railroad”) was a State “agency” for purposes of the Public Records Act, N.C. G.S. § 132-1 et seq. If so, then the Railroad was…
Following up on my post from earlier this week, the Mecklenburg County Business Court CLE concluded on Friday with the panel of Judges, Chief Judge Bledsoe, Judge McGuire, and Judge Conrad, sharing some practice pointers and personal preferences.  What follows is my summary and interpretation of what they said.  As with my recitation of the statistics provided, I have worked hard to be an accurate reporter, but this is not a verbatim recitation (hence why…