Rev O, Inc. v. Woo Where (1) the plaintiff-tenant terminated its lease with Downtown Properties LLC in May 2007, (2) Downtown Properties sold its real estate in September 2007, and (3) the tenant filed suit against Downtown Properties in August 2008 and obtained a default judgment in October 2008, the tenant has not shown that Downtown Properties owed it a debt at the time Downtown Properties liquidated its assets. There is no evidence in the record that the tenant informed Downtown Properties or the defendant-manager of its claim prior to the sale of Downtown Properties’ assets and the distribution of the sale proceeds to its member. The tenant has failed to show that the sale and distribution violated G.S. § 57C-4-06.
Estate of Browne v. Thompson The plaintiff-shareholders allege that defendants hid Wachovia’s true financial status, thereby leading plaintiffs to retain Wachovia stock until it plummeted in value. Where plaintiffs alleged no facts indicating that defendants owed plaintiffs a special duty, and where plaintiffs’ loss is the same injury suffered by the corporation itself, plaintiffs are not entitled to bring a direct (as opposed to a derivative) shareholder action against defendants.
Revolutionary Concepts, Inc. v. Clements Walker PLLC Although an inventor had assigned his patent rights to a Nevada corporation, a North Carolina corporation hired the defendant-law firm to apply for the patents. The Nevada corporation filed this action to assert its rights as assignee. Subsequently, the two corporations merged, with the Nevada corporation being the surviving entity. The Nevada corporation did not file a professional negligence action within the statute of limitations, and an amendment to its pleadings now would not relate back to the filing of this action.
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.