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Apr 4, 2023

Partnerships – Joint Venture – Real Property – Purchase & Sale

Even though plaintiffs have not alleged that they agreed to share in the losses of their partnership/joint venture with defendant Barfield, they have alleged that they agreed to be partners in the buying, holding, operation and sale of real property, and to split profits and share proceeds. At the judgment-on-the-pleadings stage, plaintiffs’ allegations are sufficient […]

Mar 10, 2023

Partnerships – Dissolution – Assets & Liabilities – Oyster & Clam Beds

The trial court should have determined the defendant-partnership’s assets and liabilities – including the values of its shellfish bottom leases – before distributing partnership property to the partners. We reverse the trial court’s order and remand for further proceedings. Although the parties’ partnership agreement calls the resulting entity – defendant Devil Shoal Oyster & Clam [...]

Feb 10, 2023

Partnerships – Derivative Action – Not Permitted – Duplicative Claim

Plaintiff, a partner in the general partnership Hot Dog Shoppe, alleges that his partner, defendant Vojnovic, used the defendant limited liability company to usurp a partnership opportunity to buy three Ohio hot dog shops. Since plaintiff does not allege that he and Vojnovic agreed that either partner could assert derivative claims on behalf of their […]

Sep 22, 2016

General p’ships aren’t limited p’ships, and it matters

It’s an age-old sitcom trope. One half of a couple defines the relationship one way, while the other half has a completely different understanding of it. Add in a third-party, and you’ve got comedy gold. But when it comes to a business partnership, the way the relationship is defined at the beginning is essential to […]

Aug 3, 2016

Winding up partnership without any written pact

A Fayetteville law firm’s failure to have a written partnership agreement with an attorney who later left the firm created a mess that the North Carolina Business Court had to sort out in a novel decision.

Jul 27, 2016

Attorneys – Partnerships – Dissolution – Receivership – Partner’s Withdrawal

Hardin v. Lewis (Lawyers Weekly No. 020-052-16, 16 pp.) (Gregory McGuire, J.) 2016 NCBC 55 Holding: When a partner withdrew from a law firm, which was operating without a partnership agreement, the partnership was dissolved. Since the firm has continued to operate without segregating the funds due to the former partner, and since the parties […]

May 28, 2015

Partnerships — Civil Practice – Res Judicata – Separate Lawsuits – Entry of Default – Charter School

Wolfe v. Archimedes Academy (Lawyers Weekly No. 15-16-0528, 17 pp.) (Mark Davis, J.) Appealed from Durham County District Court (James Hill, J.) N.C. App. Unpub. Holding: Plaintiff alleges that defendants breached two employment contracts with her; however, both contracts were entered into by partners of the defendant-partnership, and plaintiff previously lost and failed to appeal […]

Nov 5, 2014

N.C. Business Court ruling offers clarity on what makes a partnership

They’re known as P&L in the business world—profits and losses. If two companies want to set up a legal partnership, one essential requirement is an agreement to split profits. But what about losses? Do those need to be shared in order for a business agreement to qualify as a legal partnership under North Carolina law? […]

Apr 12, 2012

Partnerships – Partner’s Withdrawal – Purchase of Interest – Valuation – ‘Inventory’

EHP Land Co. v. Bosher When a partner decided to withdraw from the parties’ partnership, the partnership agreement required the partnership to pay the withdrawing partner an amount that was based in part on the partnership’s “inventory”, but the agreement did not define that term. The trial court correctly applied the ordinary meaning of “inventory.”

Jun 21, 2010

Tort/Negligence – Fraud – Punitive Damages – Partnerships – Real Property – Option to Purchase

Fraud - Punitive Damages - Partnerships - Real Property - Option to Purchase

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