Technik v. WinWholesale Inc. Plaintiff alleges that defendant WinWholesale Inc. wanted a controlling interest in nominal defendant Charlotte Winnelson Co., obtained it through a voting agreement, fired plaintiff from his position as president of Charlotte Winnelson, and mismanaged the transition from plaintiff to his successor resulting in a loss in value to Charlotte Winnelson. While plaintiff says this was done in bad faith, except for the mismanagement assertion, what plaintiff describes is in fact routine conduct for directors engaged in fundamental business decision making.
Rivers v. Wachovia Corp. An investor who suffered losses in 2007 when his 100,000 shares of Wachovia stock plunged from $56.65 per share price to below $1 cannot bring an individual suit based on defendant corporate officers’ alleged fraud about Wachovia’s financial health; the 4th Circuit says the investor does not qualify for any exception to the general rule that plaintiff must use a derivative shareholder claim for injuries to the corporation.
Sutton v. Sutton In the parties’ 2007 domestic proceeding, plaintiff surrendered to defendant any and all interest she had in the corporation that is the subject of this derivative action. Therefore, plaintiff lacks standing to bring this derivative action.
Defendant’s motion to dismiss is granted. Defendant’s motion for costs pursuant to G.S. § 55-7-46 is also granted in the amount of 22,751.08.
LeCann v. Cobham Where each individual party owns 50 percent of the shares in the defendant-limited liability companies and dental practices, and each party alleges that the other owes her “a duty of care, good faith, loyalty, fair dealing, full disclosure, avoidance of self-dealing” with respect to these entities, there is a genuine issue of material fact as to whether plaintiff has valid individual claims against the individual defendant.
The court denies defendant’s motion for summary judgment on plaintiff’s claims against defendant individually. The court also denies defendant’s motion for summary judgment based on her argument that plaintiff failed to make sufficient demand before filing shareholder’s derivative claims.
Curtis v. Barnet Since the corporation at issue in this shareholder derivative suit is a Delaware corporation, Delaware law controls. Delaware’s three-year statute of limitations on claims for breach of fiduciary duty begins to run at the moment of the wrongful act. In this case, at the very latest, the wrongful act occurred by the end of the second quarter of 2007; therefore, plaintiff’s Oct. 14, 2010 complaint was not timely filed.
Defendants’ motion to dismiss is granted.
Sessions v. Five “C’s,” Inc. Where the defendant-corporation’s articles of incorporation made it clear that, in order to become a shareholder, an individual had to work for the corporation and pay $1,000, and where plaintiff did not work for the corporation at the time of its incorporation and never paid the required $1,000, plaintiff was not a shareholder in the corporation.
We affirm summary judgment for the corporation.
High Point Bank & Trust Company v. Sapona Manufacturing Co. A trial judge correctly granted the defendants summary judgment based on determinations (1) that no material issue of fact existed and (2) that the plaintiffs' claim that the defendants were required to purchase a woman's shares in the defendant corporations after her death was unreasonable as a matter of law.
White v. Collins Bldg., Inc. One is personally liable for all torts committed by him, including negligence, notwithstanding that he may have acted as agent for another or as an officer for a corporation. The trial court's dismissal of the plaintiffs' . . .
Owensby v. Estate of Phillips. Even though the trial court ultimately found that plaintiff Owensby lacked standing to sue on behalf of the corporate plaintiff, since defendants delayed producing corporate documents, and since Owensby . . .
American Decorative Fabrics, LLC v. Jordan Alexander, Inc.. Plaintiff alleged and proved that defendant Jackie Teague's husband dominated and controlled the corporate defendant. Although Mrs. Teague owned half of the stock in the corporation and was nominally one of its officers, her responsibilities were only those of an employee: selecting and coordinating fabrics for the corporation to purchase, which she did from home. We affirm the trial court's refusal to pierce the corporate veil as to Mrs. Teague.
