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Corporate – LLC – Judgments — Charge Order – Foreclosure – Civil Practice – Appeals (access required)

Kriti Ripley, LLC v. Emerald Investments, LLC Plaintiffs Kriti Rippley, LLC and Ashley River Properties II, LLC have a judgment against Kriti’s fellow member of Ashley – defendant Emerald Investments, LLC -- and Emerald’s owner, defendant Longman; plaintiffs have had a charging order against Emerald’s interest in Ashley for two and a half years; plaintiffs have received no payments toward the judgment; and Ashley has not and is not in a position to make distributions; therefore, foreclosure is the appropriate remedy.

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Corporate – LLC Debt – Members’ Contributions Members’ Contributions (access required)

Dumit v. Holtzman Although the parties personally guaranteed their limited liability company’s original debt, the refinancing of that debt wiped out the personal guaranties. Because the LLC’s operating agreement prohibits a right to contribution, plaintiff cannot use his relationship with defendant as a member of the LLC to seek contribution. Moreover, plaintiff has not shown the elements necessary to establish contribution independent of his role as an LLC member.

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Corporations – Minority shareholder – Freezing out – Shares in escrow (access required)

Ballard v. Roberson Investor shareholders oppress minority a shareholder pursuant to Section 33-14-300(2)(ii) of the South Carolina Code by inappropriately amending their Articles of Incorporation to freeze out the founder by removing his control and substantially diluting his ownership interest.

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Corporate – Shareholder Suit – Direct vs. Derivative – Banks & Banking – Receivership (access required)

Bowen v. Houser Even though shares of stock are the personal property of the plaintiff-shareholders, and even though any decrease in the market value of the shares is a direct loss to each shareholder’s personal property, a decrease in the value of all outstanding stock is in no way “separate” or “distinct” from the harm to the corporation that causes such a decrease.

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Corporate – Shareholders’ Lawsuit – Direct Claims – Stock Price Decline – Derivative Claims Only – Banks & Banking – Tort/Negligence (access required)

Rice-Marko v. Wachovia Corp. Since the plaintiff-shareholders are complaining about the diminution in the value of their stock, they have no direct claim against the defendant-banks or the defendant-bank officers. We affirm the trial court’s order dismissing plaintiffs’ claims.

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Corporate – Limited Liability Company – Tort/Negligence – Personal Liability – First Impression (access required)

16 Jade Street, LLC v. R. Design Construction Co. Even though S.C. Code Ann. § 33-44-303 appears to insulate a member of a limited liability company from personal liability for his own torts, the General Assembly did not intend to enact such a sweeping liability shield.

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