A Plaintiff who obtained an Arbitration Award against two members of an LLC lost the right to recover under the Award from the LLC when it settled up with the two LLC members. The case, decided today by the Business Court, is Essa Commercial Real Estate, Inc. v. Five Trees, LLC.
The facts are
After a case is designated to the Business Court, the Clerk of Court in the county in which the case is pending no longer has the authority to grant a motion for extension of time. In this case, per Business Court Rule 9.2, the Court struck the Order entered by the Clerk granting an extension
When a member leaves an LLC, whether his or her departure is a withdrawal or a dissolution can make a significant difference. In this case, the characterization of the nature of the Plaintiffs’ departure from a law firm LLC determined whether they were entitled to proceeds from contingent fee cases generated after their departure.
If
This case involves sanctions under Rule 26(g) of the North Carolina Rules of Civil Procedure, which provides that an attorney’s signature on a discovery response is a certification that it is "consistent with the rules," and "not interposed for any improper purpose," and "not unreasonable or unduly burdensome or expensive."
The Court determined that sanctions
The electronic filings on the Business Court website are public records, which the public has the right to inspect. The Court’s power to place filings under seal, or to limit the public’s right of access, is permitted “when there is a compelling countervailing public interest and closure of the court proceedings or sealing of documents
A parent corporation can, under certain circumstances, be liable for the actions of its subsidiary under a conspiracy theory, notwithstanding the doctrine of intracorporate immunity.
This opinion summarizes prior law in North Carolina — consisting of six cases — addressing the doctrine of intracorporate immunity in the context of a claim for civil conspiracy under
The Court rejected Plaintiff’s argument that a provision limiting its recovery of damages for breach of contract was an unenforceable penalty, ruling instead that this was a valid liquidated damages provision.
The Court also found there to be a question of fact whether one of the Defendants had been a part of a joint venture
Minority sharehoders did not have a "reasonable expectation" of continued employment after serious issues arose between them and the majority which rendered them unable to work together.
Those same shareholders did have enforceable reasonable expectations that their stock ownership interest would not be diluted, however, and the Court invalidated steps taken by the majority to
The Court ruled that the plaintiff could proceed with its case even though the Master Agreement at issue contemplated the need to negotiate the terms of future agreements. The agreement was therefore not an unenforceable agreement to agree.
Judge Tennille described the Agreement at issue and its attachments as "a very sophisticated business transaction among
The Court granted a Motion for Summary Judgment, finding that a Letter of Intent containing language which said that it did "not create any binding, contractual rights between Flowers and JDH and shall serve only as an expression of intent between the parties" was an unenforceable agreement to agree.
The Court held that (1) the