Corporate – Merger – Escrow Account Dispute – Unfair Trade Practices – Commerce

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Tillery Environmental LLC v. A&D Holdings, Inc. (Lawyers Weekly No. 020-074-17, 15 pp.) (Louis Bledsoe III, J.) 2017 NCBC 67

Holding: Plaintiff, a former stockholder in a pre-merger company, alleges that the defendant-successor entities have mismanaged the merged company and that defendants are now – 18 months post-merger – improperly attempting to strong-arm the pre-merger shareholders out of an escrow account set up at the time of the merger. Such conduct would be outside of a business’s regular, day-to-day activities or affairs; consequently, such conduct would not be “in commerce,” as defined in HAJMM Co. v. House of Raeford Farms, Inc., 328 N.C. 578, 403 S.E.2d 483 (1991).

The court grants defendants’ motion to dismiss plaintiff’s unfair trade practices claim.