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
Hoepner v. Wachovia Corp., 2001 NCBC 6 (N.C. Super. Ct. June 14, 2001)(Tennille)
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)
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)
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)
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)
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)
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
Garlock v. Hilliard, 2000 NCBC 11 (N.C. Super. Ct. Aug. 22, 2000)(Tennille)
The Court found that a demand made simultaneously with the filing of a complaint was insufficient to satisfy the derivative action demand requirement of N.C. Gen. Stat. §55-7-42. The purpose of this statutory scheme is to give a Board of Directors the opportunity "to fulfill its duties before the corporation incurs legal expenses or the
Praxair, Inc. v. Airgas, Inc., 2000 NCBC 10 (N.C. Super. Ct. Aug. 14, 2000)(Tennille)
The issue here was the admissibility of the testimony of plaintiff’s five expert witnesses, who proposed to testify on a variety of subjects. The Court engaged in a thorough discussion of the scope, and limits, of expert testimony. It held that experts will not be permitted to testify that a particular legal standard or conclusion
Tomlin v. Dylan Mortgage, Inc., 2000 NCBC 9 (N.C. Super. Ct. June 12, 2000)(Tennille)
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