This is a significant Business Court opinion on unfair competition. The defendants were a competitor of the plaintiff, and former employees of the plaintiff who had left to join the defendant. The first issue addressed by the Court was whether the former employees owed a fiduciary duty to their former employer. The Court found there
Unfair & Deceptive Practices
First Union Corp. v. Suntrust Banks, Inc., 2001 NCBC 7 (N.C. Super. Ct. June 26, 2001)(Tennille)
By Mack Sperling on
Posted in Mergers, Unfair & Deceptive Practices
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…
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…
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…