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Tag Archives: Corporate

Civil Practice – Judgments – Corporate – Merger Doctrine — Guaranty – Consideration – Personal Jurisdiction (access required)

Sollis v. Holman After obtaining a Texas judgment against a no-asset Texas corporation, plaintiff cannot bring a North Carolina action to pierce the corporate veil in order to enforce the judgment against the Texas corporation’s owner, a Texas resident. We affirm summary judgment for defendant.

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Tort/Negligence – Fiduciary Duty — Fraud – Economic Loss Rule — Real Property – Landlord/Tenant – Commercial Lease – Corporate – Medical Office Development (access required)

Blue Ridge Pediatric & Adolescent Medicine, Inc. v. First Colony Healthcare, LLC When the plaintiff-doctors were looking for new office space, the defendant-developer allegedly assured them that the parties had a relationship of trust and confidence and that the developer had the doctors’ best interests at heart. This was not sufficient to create a fiduciary relationship between the parties.

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Corporate – Veil-Piercing – Ripeness – Insufficient Allegations – Civil Practice – Personal Jurisdiction – Labor & Employment (access required)

Tong v. Dassault Systemes Simulia Corp. The issue raised by plaintiff’s complaint is purely legal: whether defendant Dassault Systemes Simulia Corp. is operating defendant DSSKK as a mere instrumentality, thereby making Dassault jointly and severally liable to plaintiff for his “Japanese Retirement Allowance.” This claim is not dependent on future uncertainties and is therefore ripe for review.

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Civil Practice – Subject Matter Jurisdiction – Domestic Relations – Equitable Distribution – Corporate – Stock Redemption Agreement – Tort/Negligence (access required)

Whitworth v. Estate of Whitworth Even though plaintiff’s equitable distribution action is no longer pending, her claims that rest on allegations of intrinsic fraud must be brought in district court; however, her claims of breach of fiduciary duty, constructive fraud, and RICO violations against her daughter-in-law and the estate of her late son may be brought in superior court.

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Tort/Negligence – Breach of Fiduciary Duty – Corporate – Piercing the Veil – Unfair Trade Practices (access required)

Green v. Freeman Where corporate documents listed defendant Corrina Freeman as majority shareholder, “Chairperson,” “CEO,” and “Owner/Chairperson,” a juror could reasonably infer that Ms. Freeman was an officer or director in the defendant-companies and a majority shareholder and therefore owed a fiduciary duty to plaintiffs as minority shareholders.

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Contract – Corporate – Family Business – Tort/Negligence – Breach of Fiduciary Duty & Fraud (access required)

Land v. Land Plaintiffs presented evidence of a written document prepared by defendants Eddie and Nancy Land that was shown to plaintiff Alan Land. The document purported to contain the terms of joint ownership of the defendant-corporation between Eddie and Alan. Plaintiffs also presented evidence that Alan behaved as an owner, making “free and open use” of some corporate assets. Plaintiff Cleo Land also testified that Eddie promised to make Alan a partner in the business and that this promise was the basis pursuant to which Cleo (Eddie and Alan’s father) transferred assets to the corporation. Plaintiffs presented sufficient evidence of the existence and terms of the contract to go to the jury on their breach of contract claim.

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Corporate – Sister Subsidiaries – Agency – Tort/Negligence – Defamation — Civil Practice — Personal Jurisdiction (access required)

Lianyungang FirstDart Tackle Co. v. DSM Dyneema B.V. Although plaintiff alleges that a Dutch corporation and its sister N.C. limited liability company operate a “single, unified website” and hold themselves out to the public as a single entity, the N.C. LLC is not liable for the alleged defamatory statement in a press release issued by the Dutch corporation.

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Civil Practice – Joinder – Counterclaims – Current Party – First Impression – Real Party in Interest – Corporate (access required)

Nelson v. Alliance Hospitality Management, LLC A plaintiff cannot compel one defendant to join in another defendant’s counterclaim. Motion denied. Plaintiff cites no case, and the court has found none, in which an N.C. court has compelled a party already present in a lawsuit to join additional claims or counterclaims.

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Taxation – Corporate – Business Sale – Back Taxes – Buyer’s Obligation (access required)

Starnes v. Comm’r of Internal Revenue Four former owners of a trucking business who sold their stake to a company that in turn sold it to another buyer, without following through on an agreement to pay taxes the former owners owed on the sale proceeds, do not have to pay the back taxes to the IRS; the 4th Circuit upholds a Tax Court decision that the IRS could not collect from the former owners because, under the controlling state law, a creditor of the buyer company could not recover on the buyer’s company debts.

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