Quantcast
Home (page 4)

Tag Archives: Corporate

Corporate – Asset Purchase – de Facto Merger – First Impression – Insufficient Showing – Landlord/Tenant – Past Due Rent – Successor Liability – Mere Continuation (access required)

Lattimore & Associates, LLC v. Steaksauce, Inc. Even if N.C. law includes the de facto merger exception to the general rule against successor liability, the exception would not apply to this asset-purchase case. Plaintiff has not shown continuity of the seller-corporation’s management, physical location or business operations; plaintiff has not shown that the defendant-purchasers paid for the seller-corporation’s assets by an exchange of shares; plaintiff presents no evidence that the seller-corporation liquidated or dissolved itself following the transaction; and plaintiff has not shown that the purchasers assumed the liabilities and obligations “ordinarily necessary” for the uninterrupted continuation of the seller-corporation’s business operations.

Read More »

Tort/Negligence – Breach of Fiduciary Duty – Aiding & Abetting — Civil Practice – Standing – Res Judicata – Bankruptcy – Corporate (access required)

Phillips & Jordan, Inc. v. Bostic Even if North Carolina recognizes the tort of aiding and abetting a breach of fiduciary duty, plaintiff has not alleged such a tort. Plaintiff alleges that each defendant owed it a fiduciary duty; therefore, none of them could have been outside aiders and abettors.

Read More »

Corporate – Tort/Negligence – Breach of Fiduciary Duty Claim – First Impression – Sole Shareholder – No Duty to Corporation, Officers or Directors – Judicial Estoppel – Prior Bankruptcy (access required)

T-WOL Acquisition Co. v. ECDG South, LLC Since defendant Edmonds was the sole shareholder of the plaintiff-corporation, he owed no fiduciary duty to the corporation or to an individual plaintiff who may have been an officer and director of the corporation.

Read More »

Banks & Banking – Tort/Negligence – FIRREA – Corporate – Officer & Director Liability – Gross Negligence – Business Judgment Rule (access required)

Federal Deposit Insurance Corp. v. Willetts Plaintiff alleges that the defendant-officers and directors of Cooperative Bank permitted a lax loan approval process, that state and federal regulators repeatedly warned defendants about risks associated with a high concentration in speculative loans, and that defendants continued to focus on real estate lending after 2007 when they should have known that the real estate market was slowing. Plaintiff has sufficiently alleged gross negligence; furthermore, it is too early in this action to determine whether the business judgment rule will protect defendants from claims of ordinary negligence.

Read More »

Corporate – LLC Manager – Landlord/Tenant – Commercial Lease (access required)

Rev O, Inc. v. Woo Where (1) the plaintiff-tenant terminated its lease with Downtown Properties LLC in May 2007, (2) Downtown Properties sold its real estate in September 2007, and (3) the tenant filed suit against Downtown Properties in August 2008 and obtained a default judgment in October 2008, the tenant has not shown that Downtown Properties owed it a debt at the time Downtown Properties liquidated its assets. There is no evidence in the record that the tenant informed Downtown Properties or the defendant-manager of its claim prior to the sale of Downtown Properties’ assets and the distribution of the sale proceeds to its member. The tenant has failed to show that the sale and distribution violated G.S. § 57C-4-06.

Read More »

Corporate – Plummeting Stock Value – No Direct Shareholder Claims (access required)

Estate of Browne v. Thompson The plaintiff-shareholders allege that defendants hid Wachovia’s true financial status, thereby leading plaintiffs to retain Wachovia stock until it plummeted in value. Where plaintiffs alleged no facts indicating that defendants owed plaintiffs a special duty, and where plaintiffs’ loss is the same injury suffered by the corporation itself, plaintiffs are not entitled to bring a direct (as opposed to a derivative) shareholder action against defendants.

Read More »

Partnership By Estoppel – de Facto – Joint Venture – Vertical Integration Plan – Corporate – Veil Piercing (access required)

Best Cartage, Inc. v. Stonewall Packaging, LLC Plaintiff alleged the two defendants were working together to vertically integrate their production of cardboard. The allegations of defendants’ combined efforts, including the fact that one of defendant Jackson Paper Manufacturing Co.’s officers signed the contract at issue on behalf of defendant Stonewall Packaging, were sufficient to state claims of partnership by estoppel, de facto partnership, and joint venture. However, plaintiff failed to allege the wrongdoing needed to state a claim for piercing the corporate veil.

Read More »

Corporate – Merger – Civil Practice – Pleadings Amendment – Relation Back – Real Party in Interest – Intellectual Property – Patent Application – Tort/Negligence – Attorneys – Legal Malpractice (access required)

Revolutionary Concepts, Inc. v. Clements Walker PLLC Although an inventor had assigned his patent rights to a Nevada corporation, a North Carolina corporation hired the defendant-law firm to apply for the patents. The Nevada corporation filed this action to assert its rights as assignee. Subsequently, the two corporations merged, with the Nevada corporation being the surviving entity. The Nevada corporation did not file a professional negligence action within the statute of limitations, and an amendment to its pleadings now would not relate back to the filing of this action.

Read More »