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Corporate – Shareholder Status – Statute of Frauds – Statute of Limitations – Estoppel
Even though the December 10, 1998, minutes for the organizational meeting of defendant Piedmont Glass & Mirror Co., Inc., said that subscriptions for shares in the company were conditioned “upon payment,” since it was clear that defendant David Taylor did not pay for his shares (he admitted that he considered his $42,000 payment to the […]
Corporate – Successor Liability – Mere Continuation – Change in Ownership – Tort/Negligence
After the sale of a manufacturer’s assets in bankruptcy, the new owners continued the manufacturer’s business, even retaining the same CEO. Plaintiff was injured while using a machine built by the bankrupt manufacturer and sought to hold the new company liable. However, since the CEO merely ran the manufacturer’s day-to-day business and had no involvement […]
Corporate – Amalgamation – Real Property – Developers – Breach of Fiduciary Duty
The defendant-developers promised – at the outset of development and periodically throughout the time leading up to this lawsuit – to transfer certain amenities to the project’s homeowners’ association. However, the developers made consideration-less transfers of the amenities among several of their own entities while shifting course again and again before secretly selling the amenities [&[...]
Corporate – Nonprofit – Country Club Membership – Suspension & Perpetual Dues
When the defendant-member joined the plaintiff-club, if defendant stopped paying dues, his expulsion was mandatory. According to defendant, the club changed its governing documents unilaterally – though a membership vote was required – such that, when a member stops paying dues, the club can now suspend the delinquent member, refuse to reissue his membership and […]
Doing well by doing good
Increasingly in America, entrepreneurialism is about more than just making money. More and more businesses are trying to meld their pursuit of profit with a mission to make the world a better place. This trend has spurred the creation of benefit corporations and certified B Corps–two similar, but distinct ways that business can signal to […]
Civil Practice – Personal Jurisdiction – Corporate – Board Members & Shareholders – Labor & Employment – Wrongful Termination Claim
Rice v. M-E-C Co. (Lawyers Weekly No. 002-185-17, 19 pp.) (Patrick Michael Duffy, J.) 2:17-cv-01274; D.S.C. Holding: Plaintiff’s assertions are sufficient to make out a prima facie case of personal jurisdiction over defendants who traveled to South Carolina, met with plaintiff here, and locked defendant out of the office. The individual defendants’ motions to dismiss […]
Taxation – Corporate – Multistate Business – Standard Apportionment Method – Intellectual Property
Rent-A-Center West Inc. v. South Carolina Department of Revenue (Lawyers Weekly No. 011-091-16, 14 pp.) (Aphrodite Konduros, J.) Appealed from the Administrative Law Court (Ralph King Anderson III, ALJ) S.C. App. Holding: Since a very small amount of the appellant-taxpayer’s overall revenue comes from its royalties (the only income it receives in South Carolina), the […]
Insurance – ‘Corporate Screw-ups’ Lead to Late Claim
St. Paul Mercury Ins. Co. v. American Bank Holdings Inc. (Lawyers Weekly No. 001-071-16, 26 pp.) (Niemeyer, J.) No. 15-1559, April 14, 2016; USDC at Greenbelt, Md. (Titus, J.) 4th Cir. Holding: A bank that faced a multi-million dollar default judgment in a pro se lawsuit filed by a disbarred lawyer and convicted felon who […]
Corporate — Shareholder Shows ‘Scienter’ for Securities Fraud
Zak v. Chelsea Therapeutics Int’l Ltd. (Lawyers Weekly No. 001-047-15, 43 pp.) (Keenan, J.) No. 13-2370, March 16, 2015; USDC at Charlotte, N.C. (Cogburn, J.) 4th Cir. Holding: The 4th Circuit revives a shareholder’s suit alleging a pharmaceutical company violated federal securities laws by making materially misleading statements and omissions about the development and likely […]
Taxation — Administrative – Burden of Proof – Corporate – LLC Pass-Through – Out-of-State Company
Carmax Auto Superstores West Coast, Inc. v. South Carolina Department of Revenue (Lawyers Weekly No. 010-005-15, 14 pp.) (Jean Hoefer Toal, Ch. J.) (Costa Pleicones, J., concurring in part & dissenting in part) Appealed from the Administrative Law Court (Carolyn Matthews, ALJ) On writ of certiorari to the Court of Appeals. S.C. S. Ct. Holding: […]
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 […]
Real Property – Tort/Negligence – Constructive Trust – Corporate — Mortgages – Foreclosure – Lis Pendens
Carolina Park Associates, LLC v. Marino The same people were involved in two companies: (1) CDM of Charleston, LLC (CDM), which held a second mortgage on the Carolina Park real estate development and (2) MDC of Charleston, LLC (MDC), which was a member of the limited liability company that owned Carolina Park (Carolina Park Associates, LLC).
Business Law
- Economy forces attorneys to get down to business
- Business Court judges trawl for customers
- Va. company's Web site did not subject business to personal jurisdiction in S.C., appeals panel rules
- Former running back from S.C. wins courtroom victory in contract dispute
- Contract – Government Contract – Qui Tam – False Claims Act
- Tort – Business Tort – Va. Computer Crimes Act – Trade Secrets
- Consumer Protection – FCRA – Auto Loan – Bank Accounting Errors
- Licenses & Permits – Beer & Wine Permit – Restrictive Covenant – Suitable Location
- Licenses & Permits – Veterinarian – Vaccine Maintenance
- State regulators look at car dealer accused of lying to customers
- Textile firm, railroad settle Graniteville train wreck lawsuit
- Subprime mortgage meltdown hits securities law
Commentary
- High court justices cross the line of propriety
- High court’s term was rough on big business
- The flip side of generative AI in law and how to address it
- The fight for equal educational opportunity continues
- Letter From The Editor – Working from Home
- NLRB joins FTC in taking aim at non-competes
- Supreme Court leaves key internet protection untouched
- US Supreme Court bites back at parody’s use of the First Amendment
- My goal: Provide the information that you need now
- Case study: North Carolina courts provide guidance on scope, limitations of attorney-client privilege
- A Different Ode to Pro Bono Work
- N.C. Bar Association embraces homophobia
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