Corporate – Settlement Agreement – Derivative Claims

Plaintiff adequately alleged a derivative claim for declaratory judgment, however, her claim is partly duplicative of her derivative claim for breach of contract.

We granted in part and denied in part.

The parties are longtime business partners. Plaintiff, suing derivatively on behalf of Nurse Source, asserted claims against Defendant Melissa Peirce and Kelly Court for (i) declaratory judgment of “the parties’ rights and obligations under the Settlement Agreement and Operating Agreement”; (ii) breach of fiduciary duty; (iii) breach of the Settlement Agreement; (iv) injunction/specific performance;36 and (v) civil conspiracy.37 In addition, Ms. Vincelette individually asserts claims for (i) declaratory judgment concerning “the parties’ rights and obligations under the Operating Agreement” against Ms. Court and Ms. Peirce; (ii) breach of the Operating Agreement against Ms. Court and Ms. Peirce; (iii) action on account against Nurse Source; (iv) breach of contract against Nurse Source; (v) conversion against Ms. Court and Nurse Source; (vi) unjust enrichment against Nurse Source; (vii) violation of Connecticut General Statute § 34-255i(a) against all Defendants; (viii) breach of the Operating Agreement against Nurse Source; (ix) breach of fiduciary duty against Ms. Court and Ms. Peirce; and (x) breach of the implied covenant of good faith and fair dealing against Ms. Court and Ms. Peirce.

Defendants moved to dismiss all of Plaintiff’s derivative claims and her seventh individual cause of action for an alleged violation of Connecticut General Statutes § 34-255i(a) pursuant to Rules 12(b)(1) and 12(b)(6). Defendants additionally moved the Court under Rule 12(b)(6) to dismiss Plaintiff’s first individual cause of action for declaratory judgment, fifth individual cause of action for conversion, eighth individual cause of action for breach of the Operating Agreement’s indemnification and advancement provisions, and ninth individual cause of action for breach of fiduciary duty.

Defendants contended Plaintiff’s derivative claims fail on three grounds: (i) Plaintiff “lacks standing to sue derivatively on Nurse Source’s behalf”; (ii) the “derivative claims allege various injuries suffered by [Plaintiff] that do not flow from any harm to Nurse Source”; and (iii) the derivative claims fail on the merits.

We concluded that Plaintiff adequately pleaded standing to sue derivatively on behalf of Nurse Source to survive a motion to dismiss for lack of standing pursuant to Rules 12(b)(1) and 12(b)(6). Further, Plaintiff adequately alleged a derivative claim for declaratory judgment, however, her claim is partly duplicative of her derivative claim for breach of contract. Plaintiff also adequately alleged injury to Nurse Source to sustain a derivative claim for breach of fiduciary duty and adequately alleged a derivative claim for breach of contract as it relates to Ms. Peirce, but not Ms. Court. We dismissed Plaintiff’s claim for injunction as there is no standalone claim for injunctive relief in North Carolina. However, at this early stage and based on this record, the Court could not rule out an interpretation of the Settlement Agreement that would support Plaintiff’s demand for specific performance. Finally, we held that Plaintiff adequately alleged a derivative claim for civil conspiracy.

Granted in part, denied in part.

Vincelette v. Court (Lawyers’ Weekly No. 020-138-25, 51 pp.) (A. Todd Brown, J.) 2025 NCBC 38. Oldfield, for Plaintiff Amy Vincelette. Allen, Chesson & Grimes PLLC, by David N. Allen, Benjamin S. Chesson, and Elizabeth A. Weisner, and Womble Bond Dickinson (US) LLP, by Patrick G. Spaugh and Emmett J. Whelan, for Defendants Kelly Court and Melissa Peirce and Defendant/Nominal Defendant Wellspring Nurse Source, LLC. North Carolina Business Court