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Corporate – Derivative Claim – Reasonable Expenses – Attorneys’ Fees – Breach of Fiduciary Duty
As plaintiffs’ derivative claim was brought for an improper purpose, plaintiffs must pay defendants’ reasonable expenses, including attorneys’ fees, incurred to defend against the derivative claim for breach of fiduciary duty. We grant defendants’ motion for payment of expenses, including attorneys’ fees, in part. Plaintiffs, shareholders in defendant Blue Gem Inc., a closely held corpor[...]
Civil Practice – Attorneys’ Fees – Meritless Claims – Lanham Act – North Carolina Unfair and Deceptive Trade Practices Act – North Carolina Trade Secrets Protection Act
Defendants are entitled to attorneys’ fees as plaintiff’s continued litigation of its Lanham Act claim after the close of discovery was objectively unreasonable. We grant, in part, defendants’ motion for attorneys’ fees. Defendants sought attorneys’ fees and costs under N.C.G.S. §§6-21.5, 66- 154(d), 75-16.1, and 15 U.S.C. § 1117(a) on grounds that plaintiff initiated and […]
Civil Practice – Withdrawal of Summary Judgment Motion – Motion Rendered Moot – Completion of Discovery
Plaintiff’s withdrawal of its summary judgment motion, in reliance on our oral ruling that we would grant defendant’s motion to stay the period within which defendant must respond to the motion, rendered defendant’s motion moot. We deny defendant’s motion as moot. In 2021, defendant Zaelab LLC entered into a signed letter agreement with plaintiffs, limited […]
Labor & Employment – Unpaid Wages – Compensatory and Punitive Damages – Oral Agreement – AtWill Employment
Given the parties’ disputes and the uncertain status of the alleged oral contract, it would be premature to dismiss the alternative claims for unjust enrichment and quantum meruit. All claims asserted against individual defendants are dismissed with prejudice, funeral home’s motion for summary judgment as to breach of contract claim is granted in part, and […]
Contract – Limited Partnership Agreement – Successor in Interest – Breach of Contract – Breach of Implied Covenant of Good Faith and Fair Dealing
Transactions did not violate a Limited Partnership Agreement, as defendant Cumberland County Hospital System did not become a successor in interest to a limited partner. Plaintiff’s motion for summary judgment denied and defendants’ motion for summary judgment granted. This action involved a limited partnership dispute relating to Fayetteville Ambulatory Surgery Center Limited Partnership, whi[...]
Civil Practice – Personal Jurisdiction – North Carolina Declaratory Judgment Act – Foreign Corporations
Exercise of general personal jurisdiction over defendant insurers is proper. We deny motion to dismiss, in part, for lack of personal jurisdiction. This matter was primarily an insurance coverage dispute concerning whether defendants, insurance companies that issued insurance policies to plaintiffs, owe coverage obligations to plaintiffs. Specifically, plaintiffs sought a declaration that defendan[...]
Contract – Quiet Title – Operating Agreement – Interpretation of Deeds
Company presented enough evidence to establish a genuine issue of material fact in action over its creation, ownership, and management. Defendants’ motion for summary judgment denied. This action arose out of disputes concerning the creation, ownership, and management of plaintiff Mary Annette LLC. Defendants moved for summary judgment on their counterclaim that sought to quiet […]
Corporate – Derivative Claim – Breach of Fiduciary Duty – Judicial Dissolution – Business Judgment Rule
Plaintiffs fail to state a derivative claim for breach of fiduciary duty, as their conclusion that defendants acted in bad faith and self-interest was based on their own assumptions, not alleged facts. Plaintiffs’ motion to dismiss is granted as to their claim for dissolution, while defendants’ motions to dismiss are granted as to plaintiffs’ derivative […]
Civil Practice – Motion to Amend – Latent Ambiguity – Proposed Second Amended Complaint
Plaintiff’s delay in asserting new allegations concerning a latent ambiguity in indemnification provisions is excessive. We grant plaintiff’s motion to amend the complaint except as to certain allegations. This case concerned allegations that defendants fraudulently failed to disclose substantial existing environmental liabilities in connection with the sale of Warren Oil Company, Inc., Warren[...]
Civil Practice – Motion to Strike – Motion to Seal – Limited Partnership Agreement
Motion to strike draft limited partnership agreement, prevent its consideration, and remove all trace of it from the court’s file is an extraordinary request that we will not grant because we will very rarely purge filed documents. Motion to strike draft LPA is denied. Defendant Harpoon Holdings moved to dismiss plaintiff’s complaint. Karriker then publicly […]
Corporate – Breach of Fiduciary Duty – Majority Member – Breach of Contract – Fiduciary Relationship
Majority member of company moved for summary judgment on most of the claims brought by the company’s minority members, who accused the majority member of abusing her position as the majority member. Defendant who was not a party to a purchase agreement did not breach the purchase agreement. A fact finder must determine issue of […]
Corporate – Breach of Fiduciary Duty – Majority Interest – Fraudulent Concealment
We determine the rights of the widow of a man who owned a trucking business and decide, among other things, that widow’s breach of fiduciary duty claim against defendant for actions he allegedly took that impacted her as a shareholder of the business, survives a motion to dismiss. Defendants’ motion for partial summary judgment on […]
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