An alleged threat made over the telephone by was sufficient for the court to exercise personal jurisdiction over the defendant.
Case Database
Royals v. Piedmont Electric Repair Co., 1999 NCBC 1 (N.C. Super. Ct. Mar. 9, 1999)(Tennille), aff’d, 137 N.C.App. 700, 529 S.E.2d 515, cert. denied, 352 N.C. 357, 544 S.E.2d 548 (2000)
By Mack Sperling on
Plaintiffs had established their right to involuntary dissolution of the closely held corporation in which they were shareholders because their reasonable expectations had not been met, and the business of the corporation was being conducted to the unfair advantage of the minority.
The corporation was entitled to avoid dissolution by paying the oppressed shareholder the…
Bradley v. U.S. Packaging, Inc., 1998 NCBC 3 (N.C. Super. Ct. Apr. 9, 1998)(Tennille), aff’d, 134 N.C.App. 184, 525 S.E.2d 860, disc. rev. denied, 351 N.C. 99, 540 S.E.2d 351 (1999)
By Mack Sperling on
Posted in Contract Interpretation
The Court granted plaintiff’s Motion for Summary Judgment with regard to a promissory note.
Byers v. Carpenter, 1998 NCBC 1 (N.C. Super. Ct. Jan. 30, 1998)(Tennille)
By Mack Sperling on
Posted in Attorney Fees
The Court considered an award of attorneys’ fees to attorneys who had been successful in litigation over a merger. It applied factors set out by the North Carolina State Bar in determining the reasonableness of attorneys fees.
Smith v. NC Motor Speedway, 1997 NCBC 5 (N.C. Super. Ct. Nov. 12, 1997)(Tennille), aff’d, 132 N.C.App. 132, 516 S.E.2d 921, disc. rev. denied, 350 N.C. 310, 534 S.E.2d 596 (1999)
By Mack Sperling on
Posted in Fiduciary Duties, Mergers
A majority shareholder has no fiduciary duty to minority shareholders to "auction off" the company or otherwise obtain the highest possible value for their interests once the majority shareholder decides to sell its controlling interest or engage in a cash out merger. The duties of a shareholder are distinct from those of a director under…
Reeve and Assocs., Inc. v. UCB, 1997 NCBC 2 (N.C. Super. Ct. Oct. 6, 1997)(Tennille)
By Mack Sperling on
A senior lienholder had no fiduciary duty to a junior lienholder. The mere fact that the senior lienholder took action to cause its debt to be paid down did not establish domination and control of the debtor’s business so as to give rise to a fiduciary duty. The senior lienholder’s efforts to collect its debt…
Frazier v. Beard, 1996 NCBC 1 (N.C. Super. Ct. Oct. 24, 1996)(Tennille), aff’d, 130 N.C.App. 484, 506 S.E.2d 298 (1998)
By Mack Sperling on
Posted in Mergers, Unjust Enrichment
Plaintiffs sold their stock in Citizens Savings Bank, and the stock increased in value significantly after Citizens merged with BB&T. Plaintiffs claimed that the various buyers of the stock had been unjustly enriched. The court granted summary judgment, because the buyer had no knowledge of the merger transaction and because Plaintiffs had already recovered a…
Wilson Realty & Construction, Inc. v. Asheboro-Randolph Board of Realtors, Inc., 1997 NCBC 1 (N.C. Super. Ct. Sept. 30, 1997)(Tennille), aff’d in part, rev’d in part, and remanded, 134 N.C.App. 468, 518 S.E.2d 28 (1999)
By Mack Sperling on
Posted in Case Database
This case involved the Business Court’s review of the disciplinary procedures of a voluntary membership organization (the Asheboro-Randolph Realtors Association). The Court found that some procedural due process was necessary before a member could be expelled (relying on precedent of the North Carolina Court of Appeals), and determined that plaintiff had been given fundamental due…