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Jul 13, 2023

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 […]

Apr 24, 2023

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 […]

Feb 22, 2023

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 [&[...]

Aug 17, 2022

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 […]

Sep 7, 2018

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 […]

Nov 6, 2017

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 […]

Oct 28, 2016

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 […]

Apr 20, 2016

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 […]

Mar 19, 2015

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 […]

Dec 24, 2014

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: […]

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 […]

Oct 3, 2012

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).

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