North Carolina Lawyers Weekly
Business purchase agreement not enforceable against purchasers where individual signed in capacity as agent and sellers gave purchasers a counteroffer and rejection, with no further negotiations or signed agreement following. We grant defendants’ motion for partial summary judgment. The parties ...
Read More »Corporate – Purchase and Sale of Business – Breach – Managerial Misconduct – Acceptance
Corporate – Family LLC – Power Consolidation – Tort/Negligence – Breach of Fiduciary Duty – Breach of Contract 
In the context of a limited liability company, a group of members with an aggregate majority ownership do not owe a fiduciary duty to minority members. The court grants in part and denies in part defendants’ motion to dismiss. Allegations ...
Read More »Corporate LLC – Tort/Negligence – Breach of Fiduciary Duty – Majority Member – Operating Agreement Definition – Jury Instructions
Even though defendant Wilson owned a 56.3 percent interest in the defendant-limited liability company, since the LLC’s operating agreement defined a “majority” as 67 percent or greater of the LLC’s issued voting shares, the trial court should not have instructed ...
Read More »Corporate – Breach of Fiduciary Duty – Constructive Fraud – Wage and Hour Act – Settlement Agreement
A motion to enforce settlement was moot where plaintiffs complied with their obligation under the agreement to engage accountants to re-characterize disputed expenses between the parties. We grant plaintiffs’ motion to dismiss defendant’s action to enforce settlement between the parties. ...
Read More »Corporate – LLC Dissolution – Civil Practice – Standing – Domestic Relations – Judicial Estoppel
In the equitable distribution action between plaintiff and her ex-husband, Troy Slaughter, plaintiff asserted that she had lost her membership rights in defendant Winner Enterprises of Carolina Beach, LLC; however, the record does not establish that plaintiff succeeded in ...
Read More »Corporate – Franchise Agreements – Fraud – Unjust Enrichment – Motion to Compel Discovery
A franchisor could obtain discovery of the net worth of commonly-owned, non-party franchisee assets for determining the applicability of the Large Franchise Exception to the franchise disclosure document requirement, to the extent such documents and information were under a ...
Read More »Corporate – Asset Purchase Agreement – Confidentiality – Breach of Employment Agreement – Misconduct
Breach of contract counterclaims were not dismissed where defendants specifically alleged acts of misconduct by plaintiffs and cited the specific contract provisions that those acts breached. We grant in part and deny in part plaintiffs’ motion to dismiss defendants’ counterclaims. ...
Read More »Database License Agreement – Failure to Pay – Trade-Secrets Protection – Sovereign Immunity
The court declined to grant summary judgment in the parties’ dispute over their LLC to the extent that plaintiff could be deemed to have withdrawn from the LLC since there was a triable issue over whether defendant had waived triggering ...
Read More »Corporate –Derivative Claims – Breach of Fiduciary Duties – Standing – Mere Instrumentality Theory
Plaintiffs lacked standing to pursue derivative claims where they were not members of the nominal defendant LLCs and had failed to make pre-suit demand of each separate nominal defendant. We grant defendants’ motion to dismiss to the extent plaintiffs lacked ...
Read More »Corporate – Closely-Held Corporation – Minority Shareholder – Demand for Dividend – Redemption of Shares
Plaintiff had sufficient pleaded claims arising from a closely-held corporation’s failure to pay dividends where the company had a practice of issuing dividends and the plaintiff alleged defendants’ conspiracy to withhold dividends to force plaintiff to redeem his shares. We ...
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