The challenge to the provisions of a merger agreement by a spurned acquiror would be governed by the law of North Carolina, because that was the place of execution of the merger agreement at issue and therefore the place of the last act causing injury, and also because North Carolina was the state having the
Case Database
Hoepner v. Wachovia Corp., 2001 NCBC 6 (N.C. Super. Ct. June 14, 2001)(Tennille)
By Mack Sperling on
Posted in Inspection Rights
A shareholder qualified under N.C.G.S. § 55-16-02 to inspect the shareholder records of a corporation may share the information with another contestant in a proxy fight who is not a qualified shareholder.
Thus, the corporate defendant was obligated to provide its shareholder list to a shareholder even though that shareholder intended to provided to an…
Staton v. Brame, 2001 NCBC 5 (N.C. Super. Ct. May 31, 2001)(Tennille)
By Mack Sperling on
A myriad of claims were at issue in this case, which involved claims of misuse of funds in trust. Some of plaintiff’s claims were barred by a settlement agreement it had entered into with other entities. Others were dismissed because the court determined that a trustee had repudiated his fiduciary relationship, and could not be…
Novant Health, Inc. v. Aetna U.S. Healthcare of the Carolinas, Inc., 2001 NCBC 4 (N.C. Super. Ct. Mar. 8, 2001)(Tennille)
By Mack Sperling on
Posted in Contract Interpretation
This was a straight up contractual interpretation case, chockablock with rules of contract construction and a discussion of grammar, punctation, and antecedent clauses. The principle that all words in a contract must be given effect helped lead to a grant of summary judgment for the plaintiff.
Polo Ralph Lauren Corp. v. Gulf Insurance Co., 2001 NCBC 3 (N.C. Super. Ct. Jan. 31, 2001)(Tennille)
By Mack Sperling on
Posted in Arbitration
The Court granted defendant’s motion to compel arbitration, noting North Carolina’s "strong public policy in support of arbitration." The Court rejected the argument that defendant had waived its right to arbitration by delay and through its pursuit of discovery.
Caraustar Industries, Inc. v. Georgia-Pacific Corp., 2001 NCBC 2 (N.C. Super. Ct. Jan. 26, 2001)(Tennille)
By Mack Sperling on
Posted in Contract Interpretation
In the absence of the negotiation by the parties to a requirements contract of specific performance as a remedy, the seller was not entitled to seek that remedy. Instead, its sole remedies were those permitted by Section 2-708 of the Uniform Commercial Code.
Gaynoe v. First Union Direct Bank, 2001 NCBC 1 (N.C. Super. Ct. Jan. 18, 2001)(Tennille), aff’d, 153 N.C. App. 750, 571 S.E.2d 24 (2002), disc. rev. denied, 356 N.C. 671, 577 S.E.2d 118 (2003)
By Mack Sperling on
Posted in Case Database
The issuance of a credit card to plaintiff was an offer to extend to him an open line of credit. The plaintiff’s acceptance of that offer subjected him to the terms of the credit card agreement, which permitted the issuer to amend, modify, or terminate the credit terms. The annual fee paid was not consideration…
Tomlin v. Dylan Mortgage, Inc., 2000 NCBC 9 (N.C. Super. Ct. June 12, 2000)(Tennille)
By Mack Sperling on
Posted in Fiduciary Duties
A mortgage broker has a fiduciary duty to his client. Plaintiffs’ claims that they were charged excessive fees survived a motion to dismiss, as the Court could not determine whether various charges were interest, so as to be usurious, or permissible "finance charges." The Court deferred dermining whether purchasers of mortgage loans were holders in…
Biemann and Rowell Co. v. The Donohoe Companies, Inc., 2000 NCBC 8 (N.C. Super. Ct. )(Tennille), aff’d, 147 N.C. App. 239, 556 S.E.2d 1 (2001)
By Mack Sperling on
Posted in Case Database
Defendant, a general contractor, served as project expediter on a major construction project. Plaintiff, another co-prime contractor on the job, claimed that defendant was responsible for damages it had incurred because the project was delayed. Following a trial, the Court found the plaintiff had not proven the essential elements of a delay claim, which are…
In re Senergy and Thoro Class Action Settlement, 2000 NCBC 7 (N.C. Super. Ct. )(Tennille)
By Mack Sperling on
Posted in Attorney Fees, Class Actions
The determination of reasonable attorneys’ fee under nationwide class action settlement is within the Court’s discretion. The court considered Model Rule of Professional Conduct 1.5(b) in making its award. It rejected the percentage of fund approach given the uncertainty of the amount that might ultimately be awarded to the members of the class. Class counsel…