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Tag Archives: Merger

Contract – Negotiable Instruments – Promissory Note – Banks & Banking – Merger – No Judicial Notice (access required)

TD Bank, N.A. v. Mirabella Where defendant’s promissory note promises to pay Carolina First Bank or Carolina First Bank’s order, and where the only evidence that plaintiff is entitled to collect on the note is in several merger documents which were only provided in the appendix of plaintiff’s appellate brief, there is a genuine issue of material fact as to whether plaintiff is entitled to collect on defendant’s note.

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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.

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Real Property – Banks & Banking – Merger – Mortgages – Foreclosure (access required)

Orban v. Wilkie After merging with a South Carolina bank, defendant TD Bank, N.A. became the owner of plaintiffs’ note and deed of trust by operation of South Carolina law; furthermore, TD Bank was not required to obtain a certificate of authority from the N.C. Secretary of State prior to conducting a foreclosure in North Carolina. We affirm the trial court’s denial of plaintiffs’ motion to enjoin the foreclosure sale.

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Real Property – Mortgages – Foreclosure – Note Holder – Banks & Banking – Merger – Default – Receivership (access required)

In re Foreclosure of Deed of Trust of Carver Pond I Ltd. Partnership When the holder of respondent’s note merged with Bank of America, Bank of America became the holder of respondent’s note. Furthermore, a receiver is not an agent of either party; therefore, the receiver’s failure to pay the mortgage is not attributable to Bank of America.

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