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Dec 16, 2014

Corporate — Appearance through Officer – Attorneys – Unauthorized Practice of Law

Blue Star Rental & Sales, Inc. v. Ridge Environmental, LLC (Lawyers Weekly No. 010-136-14, 5 pp.) (Kaye Hearn, J.) Appealed from Aiken County (Robert Smoak, Jr., Special Referee) S.C. S. Ct. Unpub. Holding: Where an officer of a corporation filed the complaint but the corporation thereafter retained representation throughout the trial, the unauthorized practice of […]

Sep 5, 2014

Corporate – LLC – Charging Order – Foreclosure – Redemption Right

Levy v. Carolinian, LLC (Lawyers Weekly No. 010-104-14, 8 pp.) (John Kittredge, J.) Appealed from Horry County Circuit Court (Steven John, J.) S.C. S. Ct. Holding: The respondent-limited liability company had the right to redeem its member’s distributional interest from the appellant-judgment creditors up until the creditors foreclosed their charging order on the member’s distributional [&hell[...]

Aug 22, 2014

Corporate – Promoter – Contract – Tort/Negligence – First Impression

Hansen v. Fields Co. (Lawyers Weekly No. 010-097-14, 8 pp.) (Kaye Hearn, J.) Appealed from Charleston County Circuit Court (Kristi Harrington, J.) S.C. S. Ct. Holding: Since the defendant-LLC never ratified any of its promoter’s preformation contracts, the LLC is not liable for any breach of those contracts; moreover, we adopt the majority rule that […]

Dec 20, 2013

Corporate – Shareholders’ Derivative Suit – Civil Practice – Standing – Arbitration

McPheely v. Adams Since plaintiffs’ allegations indicate that they did not purchase shares of nominal defendant Scio Diamond Technology Corp. until June 1, 2012 at the earliest, plaintiffs lack standing to complain of any alleged wrongdoing that occurred before June 2012.

Jun 28, 2013

Corporate – LLC – Judgments — Charge Order – Foreclosure – Civil Practice – Appeals

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 payment[...]

May 29, 2013

Corporate – Civil Practice – Statute of Limitations – Delaware Law – Breach of Fiduciary Duties

Menezes v. WL Ross & Co Under Delaware law, plaintiff’s breach of fiduciary duty claim arose when the terms of a merger between his former employer and another company were approved by the employer’s board of directors, not when the merger was officially closed by vote of the shareholders.

Dec 10, 2012

Corporate – LLC Debt – Members’ Contributions Members’ Contributions

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 el[...]

Nov 28, 2012

Corporate – LLC – Contract – Real Property – Member Dissociation – Distributional Interest

Park Regency, LLC v. R&D Development of the Carolinas, LLCIn this case filed to dissociate a member from a limited liability company, the trial court did not err in fashioning relief from the entirety of the parties’ agreement, rather than limiting its review to the dissociation provisions.

Aug 30, 2012

Corporations – Minority shareholder – Freezing out – Shares in escrow

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.

Jul 31, 2012

Corporate – Shareholder Suit – Direct vs. Derivative – Banks & Banking – Receivership

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.

Jun 27, 2012

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

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.

Jun 15, 2012

Corporate – LLC – Member Contributions – Handwritten Note

Clary v. Borrell A short, handwritten note from defendant did not satisfy the LLC operating agreement’s provisions for requiring a member to make a capital contribution.

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