N.C. Business Court Opinions, December 3, 2025 – December 16, 2025
By: Austin Webber and Ashley Oldfield
Cherry v. Mauck, 2025 NCBC 74 (N.C. Super. Ct. Dec. 8, 2025) (Conrad, J.)
Key Terms: summary judgment; LLC; contractual dissolution; N.C.G.S. § 57D-6-02(2); judicial dissolution; N.C.G.S. § 57D-6-03(d); breach of contract; declaratory judgment
This case arises out of a management dispute in two family businesses—AJAL and C-Gas. As summarized here, the Court previously entered a preliminary injunction enjoining Defendant (a member and manager of both companies) from making distributions in violation of the companies’ operating agreements. Following entry of the preliminary injunction, Defendant sought dissolution of both companies. Plaintiffs moved for summary judgment on their claims for breach of contract, and Defendant moved for summary judgment relating to dissolution.
Plaintiffs’ Claims for Breach of Contract: Plaintiffs sought summary judgment on their claims that Defendant had breached the companies’ operating agreements by making distributions over Plaintiffs’ objections. As there was no dispute of material fact, the Court found Defendant liable on this claim as a matter of law, awarded nominal damages, and entered a permanent injunction enjoining Defendant from making additional distributions without majority consent. The Court, however, denied Plaintiffs’ request for an order requiring Defendant to pay back the amount of the distributions because 1) they had not been personally harmed by the distributions and had not asserted derivative claims on behalf of the companies; and 2) they had not requested specific performance in their complaint.
Declaratory Judgment/Judicial Dissolution: C-Gas. Defendant sought a declaration that C-Gas was dissolved under the deadlock provision in its operating agreement, which provides that if Plaintiff Jay and Defendant are unable to agree on certain matters, including making capital expenditures or cash distributions, and neither initiates the process to purchase the interest of the other within ten days, then C-Gas shall be dissolved. The Court found that there was no dispute of material fact that the parties’ disagreements triggered the deadlock provision and that no party had timely initiated the buy-out process. Thus, the Court granted Defendant’s motion for summary judgment on his declaratory-judgment claim that C-Gas was dissolved.
Judicial Dissolution: AJAL. Defendant sought judicial dissolution of AJAL under N.C.G.S. § 57D-6-02(2) and invoked both subsections of that provision—subsection (i), which provides for dissolution when it is not practicable to conduct the company’s business; and subsection (ii), which provides for dissolution to protect the rights and interests of a member. After the summary judgment hearing, Plaintiffs withdrew their opposition to dissolution under subsection (ii) and asserted their intent to buy Defendant’s interest in AJAL for fair value pursuant to N.C.G.S. § 57D-6-03(d). Defendant then asserted that summary judgment should only be granted under subsection (i) (which does not provide for a buy-out). The Court, however, held Defendant to his pleadings and granted Defendant summary judgment on his claim for dissolution under subsection (ii) of N.C.G.S. § 57D-6-02(2). But since Plaintiffs intended to purchase Defendant’s equity interest for fair value as allowed by N.C.G.S. § 57D-6-03(d), the Court did not order AJAL’s dissolution.
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Box Co. of Am. v. Bostick, 2025 NCBC 75 (N.C. Super. Ct. Dec. 15, 2025) (Davis, J.)
Key Terms: motion to dismiss; non-compete; non-solicitation; trade secrets; implied contract; quantum meruit; misappropriation of trade secrets; fraud; Rule 9(b); unfair and deceptive trade practices
Defendant Bostick was originally hired by CorTek, Inc. and signed a non-competition agreement prohibiting Bostick from working for a competitor for a two-year period following termination. CorTek later sold its assets to Plaintiff Box Company of America, LLC and assigned Bostick’s non-competition agreement to Plaintiff. Bostick worked for Plaintiff as a key sales employee for about a year before resigning and obtaining new employment with a competitor. After Plaintiff became aware of Bostick soliciting customers with whom he had working during his employment with Plaintiff, Plaintiff filed suit asserting various claims arising from Bostick’s alleged breach of the non-competition agreement and misappropriation of trade secrets. Bostick moved to dismiss all claims.
Breach of Contract: Non-Competition Agreement. The Court concluded that the non-competition agreement was unenforceable because it prohibited activity in a particular industry in any capacity. The Court declined to consider parol evidence of the parties’ intent because the contract language was not ambiguous or to “blue-pencil” different terms into the agreement. The Court dismissed this claim with prejudice.
Breach of Contract: Confidentiality Agreement. The Court dismissed, without prejudice, Plaintiff’s breach of contract claim for keeping Plaintiff’s proprietary information confidential because no written agreement existed and Plaintiff failed to adequately allege the existence of such agreement or its terms.
Breach of Implied Covenant of Good Faith and Fair Dealing. Where a claim for breach of the implied covenant of good faith and fair dealing is part and parcel with a breach of contract claim, they rise or fall together. Since the Court had dismissed the breach of contract claims, it also dismissed without prejudice the breach of the implied covenant of good faith and fair dealing claim.
Breach of Implied Contract. The Court dismissed this claim as the complaint was too vague and failed to adequately allege any implied-in-fact contract or the appropriate elements for quantum meruit.
Misappropriation of Trade Secrets. The Court dismissed this claim because Plaintiff failed to allege what reasonable protections it undertook to protect its trade secrets or how Defendant misappropriated any such trade secret.
Fraud. The Court dismissed Plaintiff’s fraud claim because Plaintiff largely failed to allege when the misrepresentations at issue were specifically made, thereby failing to comply with Rule 9(b)’s heightened pleading standard. Further, unfulfilled promises of future intent are typically not actionable on a theory of fraud.
Unfair and Deceptive Trade Practices. The Court dismissed this claim because 1) the underlying fraud and trade secret misappropriation claims had been dismissed; and 2) disputes between an employer and employee do not typically give rise to UDTP liability.
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Hubquarter Landing Townhome Owners Assoc., Inc. v. Lake Lyfe Homes, LLC, 2025 NCBC Order 94 (N.C. Super. Ct. Dec. 12, 2025) (Robinson, C.J.)
Key Terms: mandatory complex business case; N.C.G.S. § 7A-45.4(a); notice of designation; timeliness; third-party complaint; N.C.G.S. § 7A-45.4(b)(2); amount in controversy
Plaintiffs initiated this action on July 21, 2025. On September 2, 2025, the superior court stayed all proceedings for sixty days. On December 3, 2025, Defendants filed their Answer & Counterclaim/Third-Party Complaint and a Notice of Designation contending that designation was proper under N.C.G.S. § 7A-45.4(a)(1), (a)(9), and (b)(2).
The Court determined that, for purposes of designation under N.C.G.S. § 7A-45.4(a)(1) and (a)(9), the NOD was untimely. Where a material issue is raised in both a complaint and a third-party complaint, the NOD’s timeliness will be based off of the complaint, which is the first pleading to raise the claimed basis for designation. Here, the issues raised in the third-party complaint were first raised in the complaint. Thus, because Defendants did not file their NOD within 30 days of service of the complaint, the NOD was untimely.
The Court also determined that designation was not proper under N.C.G.S. § 7A-45.4(b)(2) because neither the complaint nor third-party complaint sought damages equal to or exceeding $5,000,000. Defendants’ reference in the NOD to the five million dollar of the real property at issue did not meet the statutory requirement.
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Forsyth Tucker Sports Constr., LLC v. Tucker, 2025 NCBC Order 95 (N.C. Super. Ct. Dec. 15, 2025) (Robinson, C.J.)
Key Terms: N.C.G.S. § 7A-45.4(a); mandatory complex business case; notice of designation
Plaintiff initiated this action on October 6, 2025. On December 8, 2025, Defendant filed his Answer, Affirmative Defenses, Counterclaim, and Third-Party Claim against Andrew Forsyth, as a third party defendant, and simultaneously filed a notice of designation under N.C.G.S. § 7A-45.4(a)(1). Defendant contended that the third-party claim implicated the law governing LLCs because it involved a dispute regarding Defendant and Forsyth’s ownership interests in a limited liability company for which there was no written operating agreement. The Court agreed but concluded that designation was nonetheless improper because the NOD was untimely since the ownership issue was first raised in the complaint. Thus, the NOD should have been filed within thirty days of service of the complaint, which Defendant failed to do.
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Howard v. IOMAXIS, LLC, No. 134A25, 2025 N.C. LEXIS 1091 (N.C. 2025) (per curiam)
Key Terms: economic interest holder; motion to dismiss; personal jurisdiction; affirmed; per curiam
As summarized here, this action involves a dispute between the Ronald E. Howard Revocable Trust (a purported 51% economic interest holder in IOMAXIS) and the IOMAXIS members regarding the Trust’s right to the economic benefits from its interest. Two of the Defendants moved to dismiss on the basis of lack of personal jurisdiction, asserting that they lacked sufficient minimum contacts with North Carolina to confer personal jurisdiction over them. The Business Court denied the motion and Defendants appealed. The Supreme Court affirmed per curiam.
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Gvest Real Estate, LLC v. JS Real Estate Investments, LLC, No. 308A24, 2025 N.C. LEXIS 1083 (N.C. 2025) (Riggs, J.)
Key Terms: summary judgment; final judgment; limited liability company; operating agreement; transfer of membership interest; waiver; fiduciary duty; minority member oppression
As summarized here, this action involves a dispute between the three members of Yards at NoDa, LLC. Plaintiff, a minority member, sought a declaratory judgment that it was the sole member of the LLC due to the Defendants’ transfer of their membership interests. Plaintiff also asserted claims for breach of fiduciary duty and constructive fraud against the other two members, who collectively owned a majority interest. The Business Court granted summary judgment in favor of Defendants on these claims and Plaintiff appealed. The Supreme Court affirmed. With respect to the declaratory judgment claim, the evidence showed that the transfer of Defendants’ membership interests was invalid because it did not comply with the LLC’s operating agreement. As to the fiduciary-duty-based claims, Plaintiff urged the Court to use the present case to extend shareholder oppression claims to LLCs and to minority coalitions to create a fiduciary duty. Although the Court acknowledged that there may be situations where a fiduciary duty arises between members of an LLC (such as where the majority coalition controls the appointment of managers in a manager-managed LLC), such a fiduciary duty did not exist in the present circumstances.
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