N.C. Business Court Opinions, November 5, 2025 – November 18, 2025
Moore v. Brooks, 2025 NCBC 69 (N.C. Super. Ct. Nov. 7, 2025) (Houston, J.)
Key Terms: Rule 12(b)(2); specific personal jurisdiction; purposeful availment; attorney-client relationship
Defendant Winthrop Intelligence, LLC, a Wyoming LLC, was formed by Drue Moore and his cousin in 2009. Drue later hired Defendant Robinson, a Wyoming-licensed attorney, to provide various legal services to him, including creating two Wyoming trusts and two Wyoming LLCs to help protect Drue’s assets from future creditors. Robinson eventually became Winthrop’s manager. Robinson’s company, ODFS, served as the trustee of Drue’s two trusts, one of which was the beneficiary of a life insurance policy on Drue’s life and the other held Drue’s interest in Winthrop. In September 2024, Robinson and Winthrop’s CFO, Brooks, accused Drue of taking unauthorized distributions. Over the next several months, they had multiple communications to negotiate a resolution to the dispute and Robinson transferred or attempted to transfer assets to Winthrop from the other entities. Drue passed away in early 2025 and shortly after, his family and the trusts filed suit against Robinson, his law firm, and ODFS (the “Robinson Defendants”), Brooks, Winthrop, the two LLCs, and several other entities, asserting claims for declaratory judgment, intentional infliction of emotional distress, conversion, unjust enrichment, breach of fiduciary duty, constructive fraud, constructive trust, and negligence. The Robinson Defendants moved to dismiss the claims against them for lack of personal jurisdiction.
Plaintiffs contended that the Court had specific personal jurisdiction over the Robinson Defendants because (i) Robinson and his firm provided legal services to Drue that concerned property in North Carolina; (ii) Robinson, as Winthrop’s manager, signed and filed annual reports with the NC Secretary of State; (iii) Robinson assisted with the management of the two Wyoming LLCs that ultimately took title to North Carolina property and ensured that Drue received mail in North Carolina; (iv) Robinson, through ODFS as trustee, collected insurance premiums and paid them to a North Carolina insurer; and (v) Robinson caused Brooks, as his purported agent, to contact, negotiate, and otherwise interact with Drue and others in North Carolina.
The Court determined that these purported contacts were too attenuated to form the basis of specific personal jurisdiction over the Robinson Defendants. The Robinson Defendants’ provision of legal and trustee services to Drue, a resident of North Carolina, was insufficient to render the Robinson Defendants subject to the Court’s jurisdiction because there was no indication that they purposefully availed themselves of the benefits of North Carolina. Moreover, Winthrop’s contacts with North Carolina were not attributable to the Robinson Defendants merely because Robinson was its attorney and manager. Finally, the evidence did not establish that Brooks was acting as an agent of Robinson (as opposed to being an agent of Winthrop) and therefore Brooks’ contacts with North Carolina were not attributable to the Robinson Defendants. For these reasons, the Court granted the Robinson Defendants’ Rule 12(b)(2) motion and dismissed the claims against the Robinson Defendants without prejudice.
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Fred Smith Co. v. Smith, 2025 NCBC 70 (N.C. Super. Ct. Nov. 14, 2025) (Davis, J.)
Key Terms: Rule 12(b)(1); Rule 12(b)(6); equitable distribution action; district court; exclusive jurisdiction; conversion; intangible interest; tortious interference with contract
Defendant Virginia Smith initiated an equitable distribution lawsuit in district court against Fred Smith and subsequently filed a motion for a preliminary injunction, seeking to enjoin Mr. Smith from, among other things, “disposing, transferring, . . . or in any manner alienating any marital or divisible asset.” Plaintiffs in the present lawsuit are twenty companies who are largely controlled by Mr. Smith and which are parties to various lending agreements valued at more than $120 million. After Mrs. Smith filed the motion for a preliminary injunction in the ED lawsuit, Plaintiffs initiated the present lawsuit seeking 1) declaratory and injunctive relief aimed at barring Mrs. Smith from making any arguments in connection with her preliminary injunction motion in the ED lawsuit which would affect Plaintiffs; and 2) monetary relief for claims for tortious interference with contract and conversion. In short, Plaintiffs asserted that Mrs. Smith’s preliminary injunction motion in the ED lawsuit implicated certain default provisions in their lending agreements to Plaintiffs’ detriment. Mrs. Smith moved to dismiss the present lawsuit under Rules 12(b)(1) and 12(b)(6).
Rule 12(b)(1). The Court dismissed the declaratory and injunctive relief claims under Rule 12(b)(1) based on the district court’s exclusive jurisdiction over equitable distribution actions. The statutes governing equitable distribution actions expressly authorize a spouse—such as Mrs. Smith—to seek injunctive relief to protect her interest in the marital estate. To the extent the Plaintiffs have an objection to Mrs. Smith’s preliminary injunction motion, the objection should be made in the ED lawsuit, in which the Plaintiffs could join. Further, North Carolina’s appellate courts have uniformly held in analogous cases that a superior court judge lacks authority to interfere with a district court’s resolution of a separately pending equitable distribution action. The Court declined, however, to dismiss the tort claims under Rule 12(b)(1), as these claims did not seek to directly interfere with the ED lawsuit or otherwise impinge on the district court’s authority.
Rule 12(b)(6). The Court nevertheless dismissed the tort claims under Rule 12(b)(6). Regarding the tortious interference claim, Plaintiffs’ allegation that Mrs. Smith had filed the preliminary injunction motion in the ED lawsuit was insufficient to satisfy the inducement or without justification elements. Regarding the conversion claim, there were no allegations that Mrs. Smith had acquired ownership over, or possession of, any of Plaintiff’s property, a required element of the claim. Moreover, to the extent the claim was based on Mrs. Smith’s alleged assumption of ownership and management interests in Plaintiffs, those interest were intangible interests which cannot form the basis of a conversion claim.
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Weddle v. WakeMed Health & Hosps., 2025 NCBC 71 (N.C. Super. Ct. Nov. 17, 2025) (Conrad, J.)
Key Terms: final approval of class action settlement; motion for attorneys’ fees; reasonableness of rates; N.C. R. Prof. Cond. 1.5(a)
Plaintiffs filed this action, both individually and on behalf of a putative class, asserting claims relating to WakeMed’s use of third-party tracking software on its website and patient portal. The Court previously entered an order that preliminarily approved a settlement agreement, conditionally certified the settlement class, approved the claims and notice process, and set a schedule for submission of a motion for final settlement approval and for a hearing thereon. Plaintiffs timely moved for final settlement approval and for an award of attorneys’ fees, and the required fairness hearing was held.
The Court certified the settlement class, overruled the sole objection to the settlement, and approved the settlement, finding it fair, reasonable, and adequate, and in the best interest of the class.
The Court also granted the motion for attorneys’ fees, in part, and awarded $750,000, plus costs. Several of the factors in Rule 1.5(a) of the Rules of Professional Conduct weighed in favor of a substantial award, including the time and labor required, the novelty and difficulty of the questions involved, the skill required, and the tangible results obtained. However, the record did not establish that the hourly rates charged by Plaintiffs’ counsel (ranging from $450 to $995, for a “blended” hourly rate over $750) were reasonable when compared with customary rates for similar services in North Carolina. Thus, the Court reduced the requested amount of attorneys’ fees.
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Whole Foods Mkt. Grp., Inc. v. CBL-Friendly Ctr. CMBS, LLC, 2025 NCBC 72 (N.C. Super. Ct. Nov. 17, 2025) (Earp, J.)
Key Terms: redevelopment; asbestos remediation; Rule 12(b)(6) breach of contract; lease assumed pursuant to bankruptcy order; joint and several liability; consequential damages; constructive eviction; breach of covenant of good faith and fair dealing; declaratory judgment
The action arises from a controversy resulting from redevelopment work performed by Defendant CBL-Friendly on a portion of a building containing a Whole Foods store. Plaintiff Whole Foods Market Group, Inc. alleged that during the redevelopment work, asbestos both migrated to its store and was released within its store, forcing Whole Foods to close the premises for a period of two weeks, remediate the problem, and discard some of its inventory. Whole Foods brought suit against its landlord, Defendant Transformco, for breach of sublease, constructive eviction, breach of the covenant of good faith and fair dealing, and declaratory judgment, and against CBL-Friendly for breach of the operating agreement which outlined the terms by which CBL-Friendly would redevelop the property. Both Defendants moved to dismiss under Rule 12(b)(6). The Court denied both motions.
Regarding the claim against CBL-Friendly for breach of the operating agreement, the Court determined that Whole Foods’ allegations that the operating agreement was a valid agreement between the parties and that CBL-Friendly had committed at least ten different breaches of it were sufficient to state a claim and allege standing. The Court also decided that CBL-Friendly’s arguments regarding joint and several liability, contract interpretation, and consequential damages would be more appropriately considered at summary judgment.
Regarding the claim against Transformco for breach of sublease, Transformco argued that Whole Foods was 1) statutorily barred from seeking recourse against it because Transformco acquired the sublease “free and clear of any liability” pursuant to a bankruptcy order; and 2) contractually barred from seeking recourse because Whole Foods certified in subsequent amendments to the sublease that Transformco was not in default, thereby waiving any right to sue. The Court rejected both arguments. When Transformco assumed the sublease from the debtor in bankruptcy, it did so subject to all of the debtor’s obligations; moreover, after assuming the sublease, Transformco expressly ratified the sublease’s obligations. Further, as alleged, Whole Foods was not aware of the defaults and therefore could not have waived any right to sue.
The Court also found that Whole Foods’ claims for constructive eviction and breach of the covenant of good faith and fair dealing were adequately pleaded.
As to the declaratory judgment claim in which Whole Foods sought a declaration that it had the right to withhold rent under the sublease, while the complaint did not allege a dispute regarding the validity of the sublease’s rent abatement provisions, it did allege the existence of a dispute regarding Transformco’s liability under the sublease, which the Court concluded was sufficient to state a claim for declaratory judgment.
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In re Asheville Eye Assocs. Data Incident Litig., 2025 NCBC Order 83 (N.C. Super. Ct. Nov. 10, 2025) (Davis, J.)
Key Terms: preliminary approval of class action settlement
The Court granted Plaintiffs’ application under Rule 23 for an order preliminarily approving a settlement agreement, certifying a settlement class, appointing Plaintiffs as class representatives, appointing class counsel, appointing a settlement administrator, and approving the form and content of notice to settlement class members.
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Howard v. Cameron Park Neighborhood Ass’n, 2025 NCBC Order 84 (N.C. Super. Ct. Nov. 12, 2025) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(a)(1); contract law; articles of incorporation; bylaws
Plaintiffs filed suit asserting declaratory judgments claims against Defendant neighborhood association regarding actions taken to change the name of the neighborhood and neighborhood association and whether such actions violated the Defendant’s articles of incorporation and bylaws. Defendant timely filed a notice of designation, seeking designation under N.C.G.S. § 7A-45.4(a)(1). Defendant contended that designation was proper because the claims raised multiple questions on nonprofit law.
The Court concluded that designation under N.C.G.S. § 7A-45.4(a)(1) was not proper. Plaintiffs’ claims sought enforcement of the Defendant’s articles of incorporation and bylaws and therefore only required a straightforward application of contract law principles rather than the law governing corporations.
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Best Logistics Grp., Inc. v. Bravo, 2025 NCBC Order 85 (N.C. Super. Ct. Nov. 12, 2025) (Conrad, J.)
Key Terms: nonsolicitation of customers; confidential information; temporary restraining order
Plaintiffs filed suit asserting that Defendants, former employees, took Plaintiffs’ trade secrets and confidential information and wer using that information to help their new employer compete. Plaintiffs moved for a temporary restraining order barring Defendants from soliciting certain customers and from using Plaintiffs’ confidential information.
The Court concluded that Plaintiffs had not shown a likelihood of success on their claim that Defendants breached the customer nonsolicitation clauses in their employment agreements because 1) there were good reasons to doubt the enforceability of the nonsolicitation clauses; and 2) there was insufficient evidence that Defendants had breached the clauses. However, the Court also concluded that Plaintiffs had shown a likelihood of success on their claim for breach of the agreements’ confidentiality clauses because 1) there was no dispute that the clauses were valid and enforceable; and 2) there was evidence showing that Defendants had sent confidential information to their personal emails shortly before their departures.
Accordingly, the Court denied the motion with respect to the nonsolicitation of customers but granted a TRO enjoining Defendants from using or disclosing specified confidential information of Plaintiffs.
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Strickland v. Guiliano, 2025 NCBC Order 86 (N.C. Super. Ct. Nov. 13, 2025) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(b)(2); mandatory mandatory; amount in controversy
Plaintiff filed suit seeking a declaratory judgment regarding the ownership, control, and governance of 108Labs, LLC and timely filed a notice of designation seeking designation under N.C.G.S. § 7A-45.4(b)(2). Plaintiff contended that the case qualified as a “mandatory mandatory” case because 108Labs’ total anticipated assets exceeded $5 million.
The Court concluded that designation under N.C.G.S. § 7A-45.4(b)(2) was not proper. Plaintiff had not indicated which subdivision of subsection (a) applied, a requirement for designation under subsection (b)(2). In addition, Plaintiff’s allegation regarding the value of 108Labs’ assets was insufficient to satisfy subsection (b)(2)’s requirement that the amount in controversy equal or exceed $5 million.
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Best Logistics Grp., Inc. v. Bravo, 2025 NCBC Order 87 (N.C. Super. Ct. Nov. 12, 2025) (Conrad, J.)
Key Terms: extension of temporary restraining order; Rule 65
As summarized above, the Court previously granted a temporary restraining order set to expire ten days from issuance. Plaintiffs then requested that the Court extend the TRO for more than twenty days and lengthen the briefing schedule for their pending motion for preliminary injunction. Defendants opposed the request. Because Rule 65 does not permit the Court to extend a TRO beyond another ten days without the opposing party’s consent, the Court denied the motion.
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Mauck v. Cherry Oil Co., 2025 NCBC Order 88 (N.C. Super. Ct. Nov. 17, 2025) (Davis, J.)
Key Terms: motion for court intervention to complete call of shares; Supreme Court; mandate
After all of the Plaintiffs’ claims were disposed of either at the Rule 12 or the Rule 56 stage, Plaintiffs appealed to the Supreme Court. While their appeal was pending, Plaintiffs filed a motion requesting that the Court intervene in the ongoing process regarding the appraisal of the Plaintiffs’ shares in Cherry Oil pursuant to a “call” provision in the company’s shareholder agreement. As summarized here, on 17 October 2025, the Supreme Court issued an opinion affirming, as modified, the Court’s previous rulings. The mandate issued on 6 November 2025.
The Court determined that it lacked authority to rule on the present motion because the Supreme Court’s opinion affirmed, as modified, the Court’s previous final judgment and therefore the case was concluded.
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Moore v. Brooks, 2025 NCBC Order 89 (N.C. Super. Ct. Nov. 17, 2025) (Houston, J.)
Key Terms: motion to realign; nominal party; N.C. R. Prof. Cond. 1.7; disqualification
Defendant Redwood WI Holdings moved to be realigned as a nominal plaintiff in this action. The Court denied the motion. Although the motion characterized Redwood WI Holdings as a nominal defendant, the Plaintiffs had asserted two direct causes of action for declaratory judgment against it and Defendant Winthrop Intelligence had asserted crossclaims against it; therefore, Redwood WI Holdings was a full defendant and could not be realigned as a nominal plaintiff. The Court also sua sponte addressed the potential issues arising under Rule 1.7 of the Rules of Professional Conduct given that the same law firm which has represented the Plaintiffs since the inception of the case had filed the motion to realign and other motions on behalf of Redwood WI Holdings, which has been a defendant in the case since it was filed. The Court ordered the firm to show cause as to why it should not be disqualified from representing Plaintiffs or Redwood WI Holdings or both.
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