A director cannot be liable, solely because of his or her capacity as a director, for the wrongdoing of others associated with the corporation in the absence of his or her own participation in the alleged wrong. The duties of a director run directly to the corporation, indirectly to shareholders, and not to creditors, so
Case Database
Massey v. City of Charlotte, 2000 NCBC 5 (N.C. Super. Ct. Apr. 17, 2000)(Tennille), rev’d, 145 N.C. App. 345, 550 S.E.2d 838, cert. denied, 354 N.C. 219, 554 S.E.2d 342 (2001)
By Mack Sperling on
Posted in Case Database
The Court discusses a variety of approachs to zoning, including contract zoning, spot zoning, single purpose zoning, conditional zoning, and conditional use district zoning. Due process requirements are discussed as well. The Court determines that the City of Charlotte’s system of conditional use zoning violated the applicable statute because it did not require the issuance…
Bruggers v. Eastman Kodak Co., 2000 NCBC 3 (N.C. Super. Ct. )(Tennille)
By Mack Sperling on
Posted in Antitrust
Indirect purchasers had standing to assert antitrust claim, notwithstanding federal court precedent to the contrary.
Westpoint Stevens, Inc. v. Panda-Rosemary Corp., 1999 NCBC 11 (N.C. Super. Ct. Dec. 16, 1999)(Tennille)
By Mack Sperling on
Posted in Contract Interpretation
The agreement at issue in this case was a long term requirements contract, in the form of a Cogeneration Energy Supply Agreement, by which steam and water were supplied to the owner of a textile mill. The owner then sold its mill, and there were issues as to the rights and obligations of the buyer.
The…
Long v. Abbott Laboratories, 1999 NCBC 10 (N.C. Super. Ct. July 30, 1999)(Tennille)
By Mack Sperling on
Posted in Attorney Fees, Class Actions
The Court considered an award of attorneys’ fees to class counsel, who had settled eleven separate antitrust class actions, including one in North Carolina.
The value of the settlement to the North Carolina class was slight. The Court observed that it was a cost of litigation settlement of approximately three cents on the potential dollar…
Praxair, Inc. v. Airgas, 1999 NCBC 9 (N.C. Super. Ct. Oct. 20, 1999)(Tennille)
By Mack Sperling on
Posted in Contract Interpretation, Tortious Interference
This case involved the question whether a joint venture agreement, by which the defendant acquired 47% of the stock of a non-party, violated the plaintiff’s right of first refusal under an agreement with the non-party.
The Court held that a restraint on the transfer of ownership must be strictly construed, particularly where the restraint may…
Springer-Eubank Co. v. Four County Electric Membership Corp., 1999 NCBC 8 (N.C. Super. Ct. Oct. 13, 1999)(Tennille), aff’d, 142 N.C.App. 496, 543 S.E.2d 197 (2001)
By Mack Sperling on
Posted in Jurisdiction
Action by plaintiff alleging that defendants had engaged in action in violation of statute was rendered moot by amendment of statute. The Court lacked subject matter jurisdiction as a result of the amendment.
In re Senergy and Thoro Class Action Settlement, 1999 NCBC 7 (N.C. Super. Ct. July 14, 1999)(Tennille)
By Mack Sperling on
Class action counsel were entitled to an award of attorneys’ fees where the settlement had created a common fund. The Court discusses various applications to an award of fees, including the lodestar method and the percentage method, and elects to take a hybrid approach which takes into account the reasonableness of the fees under the…
Praxair, Inc. v. Airgas, Inc., 1999 NCBC 5 (N.C. Super. Ct. May 26, 1999)(Tennille)
The claim here involved a Right of First Refusal. Plaintiff alleged that the defendants had engaged in a sham transaction designed to deprive it of its rights under the RFR, by effectively selling a controlling interest in the company in which plaintiff had the RFR through a Joint Venture Agreement.
The defendant sellers had been careful…
Lupton v. Blue Cross and Blue Shield of North Carolina, 1993 NCBC 4 (N.C. Super. Ct. June 14, 1999)(Tennille), aff’d, 139 N.C.App. 421, 533 S.E.2d 270, disc. rev. denied, 353 N.C. 266, 546 S.E.2d 105 (2000)
By Mack Sperling on
Posted in Case Database
Plaintiffs’ claims against a health insurer for charging excessive rates were barred by the filed rate doctrine. The filed rate doctrine exists to prevent courts from intruding on the authority vested in administrative agencies by the legislature.
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