It’s Just Business

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

The Business Court sorted through the drama of an affiliated outsider who wanted to buy a company, settled for half and became an insider, and then allegedly used that perch to benefit himself and his family in W. Avalon Potts v. KEL, LLC, et al, 2019 NCBC 29, 2019 WL 2058599 (N.C. Super. Ct. May 9, 2019). See Order and Opinion. The story has a common backdrop: a nearly 30-year old company (founded by…
When It’s Time for a Second Opinion N.C. Business Court Addresses the Scope of a Judicial Appraisal Proceeding In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd. et al., 2019 NCBC 35 (N.C. Super. Ct. June 4, 2019), the Business Court considered the scope of a judicial appraisal proceeding under G.S. § 55-13-30. The defendants, who owned stock in the plaintiff company, dissented from a merger involving the plaintiff and sought to have…
Sometimes when seeking a trail of breadcrumbs to help unwind a twisty problem, one finds the whole loaf, instead. So it was for the N.C. Business Court in granting a preliminary injunction on a claim for misappropriation of trade secrets in Biesse America, Inc. v. Dominici, 2019 NCBC 50 (N.C. Super. Ct. Aug. 19, 2019). See Order and Opinion. Takeaways: Trade Secret Misappropriation cannot be remedied by return of confidential information. N.C. Gen. Stat.…
N.C. Business Court Refuses to Allow Member-Managers to Assert Contract Claims Belonging to their LLC. In its second opinion in Bennett v. Bennett, 2019 NCBC 45 (N.C. Super. Ct. Aug. 6, 2019), the Business Court denied Plaintiff Bert Bennett’s motion to dismiss a breach of contract claim by an LLC, but granted his motion to dismiss the same claim by three of its member-managers for lack of standing – even though the individuals were parties to the…
The Business Court tentatively waded back into its well-settled case law that tends to scold litigants who try to convert internal company disputes into unfair trade practice claims in Constr. Managers, Inc. v. Amory, 2019 NCBC 31, 2019 WL 2167311 (N.C. Super. Ct. May 17, 2019). In doing so, the Court denied much of the defendant’s motion to dismiss the Amended Complaint. See Order and Opinion. Takeaways: The Business Court still thinks that a…
N.C. Business Court Dismisses Two Contract Claims on Summary Judgment for Lack of Mutuality In separate cases, the North Carolina Business Court answers the question: When exactly is a contract formed?  The Court reminds business leaders that parties do not form an enforceable agreement until their minds meet on all the material terms. In Denver Property Partners, LLC v. Sisson, 2019 NCBC 22 (N.C. Super. Ct. Apr. 1, 2019), Judge Robinson granted the Defendants’ motion for partial summary judgment on the Plaintiffs’ breach of…
In a series of recent opinions in Justice v. Mission Hospital, Inc., the Business Court dismissed claims that MedPay benefits were improperly routed to a treating hospital, dismissed the appeal of the dismissal, and dismissed the appeal of the dismissal of the appeal. First, the Court dismissed a purported class action on behalf of the Plaintiffs who complained that the medical payments coverage (“MedPay”) under their automobile insurance policy was improperly directed to the hospital…
N.C. Business Court Dismisses All Counterclaims in a Dispute Stemming from a Failed Romance. In Rabinowitz v. Suvillaga, 2019 NCBC 7 (N.C. Super. Jan. 28, 2019), Judge Robinson granted the Plaintiff’s motion to dismiss the Defendant’s counterclaims in an action involving an alleged agreement “predicated on the Defendant’s expectation” that the couple “would live together and remain in a relationship indefinitely.” Op. ⁋ 2. While the Court refused to dismiss the responsive pleading in its entirety, it did dismiss all of the counterclaims asserted therein, providing the Plaintiff with a…
N.C. Business Court Declines to Impose Fiduciary Duties among Sibling Managers of an LLC and Declines to Extend Any “Control Group” Exception to LLCs, but allows Dissolution Claim to Survive, which Creates a Possible Ruling on Meiselman’s application to LLCs. In Bennett v. Bennett, 2019 NCBC 18 (N.C. Super. Ct. Mar. 15, 2019), Judge Conrad considered a dispute between two groups of six siblings who are current or former members of family-owned real estate company.…
N.C. Business Court Rejects Novel Fraudulent Conveyance Defense Which Offered Up Assets of Allegedly Drained Entity. The N.C. Business Court has issued three rulings this summer on the pleadings in Willard v. Barger, 19 CvS 182 (Davie County). See 2019 NCBC 42; 2019 NCBC 33; 2019 NCBC 30. Most recently, the Court granted Plaintiffs’ Rule 12(c) motion on a cleverly worded affirmative defense that attempted to navigate around Plaintiffs’ claims for fraudulent…