N.C. Business Court Opinions, July 15, 2026 – July 28, 2026
By: Amanda Reader, Romney Harris, and Ashley Oldfield
Howard v. IOMAXIS, LLC, 2026 NCBC 63 (N.C. Super Ct. July 15, 2026) (Robinson, C.J.)
Key Terms: Rule 12(b)(6); fraud; reasonable reliance; specific performance
This action, filed in 2018, 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. The parties disagreed as to whether IOMAXIS was governed by a North Carolina operating agreement or whether it had been converted to a Texas entity governed by a new operating agreement. In the complaint and in the two amended complaints, Plaintiffs asserted that Howard did not approve IOMAXIS’s conversion to a Texas entity or the adoption of a new operating agreement. During the course of discovery, Defendants repeatedly requested from Plaintiffs documents signed by Howard during the relevant time period. Despite having previously denied having any such documents, in 2024, K.C., the trustee of the Trust, produced a 2016 email from Howard in which Howard sent his signature page purportedly ratifying the Texas conversion and operating agreement. Thereafter, Defendants filed a counterclaim for specific performance against the Trust and for fraud against K.C., based on his representations that Howard never approved the Texas conversion or operating agreement. Plaintiffs moved to dismiss the counterclaims under Rule 12(b)(6).
Fraud. The Court dismissed the fraud claim because the Counterclaimants failed to adequately plead that they (1) actually or reasonably relied on K.C.’s statements due to their own allegations demonstrating they knew that the decedent approved and signed the ratification documents; or (2) were actually deceived by K.C.’s representations that the decedent did not approve the corporate restructuring as they continued operating as though the ratification had occurred.
Specific Performance. Because specific performance is a remedy for breach of contract, and no breach of contract claim had been pleaded, the Court dismissed the claim.
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Vincelette v. Court, 2026 NCBC 64 (N.C. Super. Ct. July 21, 2026) (Shirley, J.)
Key Terms: summary judgment; Connecticut limited liability company; termination of membership interest; breach of fiduciary duty; settlement agreement; specific performance; civil conspiracy; punitive damages; breach of contract; prejudgment interest; unjust enrichment; advancement; declaratory judgment
As previously summarized here, this suit involves a dispute between Plaintiff Vincelette and Defendants Court and Peirce—the three members of Nurse Source, a Connecticut LLC. In a previous lawsuit between the parties, a Settlement Agreement was reached under which Defendant Peirce’s membership interest was to be bought out. However, that agreement was never effectuated; instead, Defendants Court and Peirce reinstated Peirce and purported to terminate Plaintiff from Nurse Source for Cause and buy out her interest at 50% of its appraised value. Plaintiff filed suit asserting derivative and direct claims. The parties filed cross motions for partial summary judgment.
Derivative Claims
Declaratory Judgment. Plaintiff sought a declaratory judgment that a company written consent purporting to reinstate Defendant Peirce’s employment was invalid. This claim hinged on whether a previous written consent had terminated Defendant Peirce’s membership interest. Construing the operating agreement as a matter of law, the Court determined that the previous written consent had not terminated Peirce’s membership. Thus, Peirce remained a member of Nurse Source and could validly vote to reinstate her own employment. The Court denied Plaintiff’s motion for summary judgment on this claim.
Breach of Fiduciary Duty. Plaintiff alleged that the individual Defendants breached their fiduciary duties to Nurse Source under Connecticut law. Because numerous disputes of material fact existed regarding Plaintiff’s allegations of breach, the Court denied Defendants’ motion for summary judgment, except to the extent it was based on Defendant Court’s refusal to sell Nurse Source.
Breach of Settlement Agreement. Plaintiff alleged that Defendant Peirce breached the Settlement Agreement by failing to convey her Nurse Source membership units. But although the Settlement Agreement established concurrent obligations to be performed at closing, Plaintiff did not present evidence that Nurse Source ever tendered payment or notified Peirce that it was ready, willing, and able to do so, nor evidence that Peirce would have refused such a tender. Accordingly, the Court granted summary judgment in favor of Defendants and dismissed this claim.
Specific Performance. Having dismissed the claim for breach of the settlement agreement, the Court also dismissed Plaintiff’s claim for specific performance of the settlement agreement.
Civil Conspiracy. Plaintiff alleged that the individual Defendants conspired to deprive Nurse Source of its right and benefits under the Settlement Agreement and took wrongful acts in furtherance of this agreement. The Court denied Defendants’ motion for summary judgment on the claim, concluding that the alleged conduct underlying the breach of fiduciary duty claim, even though it did not establish a breach of contract, could support a civil conspiracy claim.
Individual Claims
Declaratory Judgment. Plaintiff sought a declaratory judgment as to whether she was ever employed by Nurse Source and whether Defendant Peirce could validly vote on the written consent terminating Plaintiff. Defendants conceded that Plaintiff was not employed by Nurse Source and thus the Court granted such declaration in Plaintiff’s favor. As set forth above, the Court determined that Defendant Peirce had remained a member and retained her voting rights; accordingly, the Court granted a declaration in Defendant’s favor that Peirce had authority to vote on the written consent.
Breach of Operating Agreement. Plaintiff alleged that Defendants breached the operating agreement by purporting to terminate her employment for Cause and to exercise a right to purchase her membership units at a discount. The Court agreed that the operating agreement did not authorize Defendants to purchase Plaintiff’s membership units at a discount because the discounted buyout provision only applied to company employees. However, because a genuine dispute of material fact existed as to whether Cause existed for termination, the Court denied Plaintiff’s motion for summary judgment on this claim.
Breach of Contract. Plaintiff, as assignee of non-party Wellspring Group, alleged that Nurse Source breached two payment agreements. The first involved an agreement to repay funds transferred to Nurse Source in late 2022 and early 2023. The parties agreed that Nurse Source was obligated to repay at least some of these funds but disagreed as to whether Plaintiff was entitled to prejudgment interest because there were no express repayment terms. The Court explained that where repayment terms are lacking, the law implies a reasonable time for performance. The Court granted summary judgment in favor of Plaintiff to the extent the parties agreed on the amount owed, but was unable to determine based on the record when a reasonable time for repayment expired. The second involved Nurse Source’s alleged promise to pay Wellspring Group $72,500 as its share of an offset in the Settlement Agreement. The Court determined that a genuine issue of material fact existed as to whether such an agreement existed; accordingly, it denied Defendant’s motion for summary judgment.
Unjust Enrichment. Plaintiff, as assignee of Wellspring Group, asserted an unjust enrichment claim against Nurse Source based on 1) various intercompany transfers and 2) Wellspring Group’s entry into the Settlement Agreement in reliance on receiving its share of the offset. As to the first, the Court granted summary judgment in favor of Defendants to the extent any such intercompany transfer occurred more than three years before Plaintiff commenced the action. As to the second, the Court denied summary judgment, determining that genuine issues of material fact existed.
Breach of Operating Agreement – Advancement. Plaintiff sought advancement of litigation expenses pursuant to a provision in the operating agreement providing for advancement to any member “defending any claim, demand, action, suit or proceeding.” Plaintiff contended that her lawsuit fell under this provision because she was defending against the purported termination of her membership interest. The Court disagreed, concluding that the advancement provision referred to an adversarial matter requiring a defense, not just an adverse internal corporate act. Accordingly, the Court granted summary judgment in favor of Defendants and dismissed the claim.
Breach of Fiduciary Duty. Plaintiff alleged that the individual Defendants breached their fiduciary duties to her by their attempt to deprive her of her membership interest. Defendants contended that the claim was barred under the economic loss doctrine because it sounded in contract. The Court disagreed, determining that Connecticut’s economic loss doctrine was not a categorical bar to all tort claims arising from a contractual relationship. The Court denied Defendants’ motion on this claim.
Applicability of Section 9.1(b) of Operating Agreement. Defendants sought summary judgment that a provision of the operating agreement limited the individual Defendants’ liability for all claims. The Court denied the request because Connecticut law prohibits an operating agreement from relieving or exonerating a person for bad faith, willful, or intentional misconduct and several surviving claims alleged such conduct.
Request for Punitive Damages. Defendants sought summary judgment on Plaintiff’s request for punitive damages on the basis that punitive damages are unavailable for breach of contract claims and Plaintiff’s tort claims failed as a matter of law. However, because Plaintiff’s tort claims survived, the Court denied Defendants’ motion.
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Sunbelt Rentals, Inc. v. Niagara Mach., Inc., 2026 NCBC 65 (N.C. Super Ct. July 22, 2026) (Houston, J.)
Key Terms: Rule 12(b)(6); restitution; equitable subrogation; declaratory judgment; breach of covenant of good faith and fair dealing; breach of contract; indemnification; incorporation; punitive damages
This case arises out of machinery purchased by Plaintiff Sunbelt Rentals, Inc. from Defendant Niagara Machine, Inc. The purchase order stated that it was subject to the terms and conditions on Sunbelt’s website, which included an indemnification clause whereby the seller agreed to indemnify the buyer for any claims, damages, etc. relating to, inter alia, any product liability claim. Plaintiff later rented the machinery to third-parties, one of whom died and another was seriously injured from its use. In the subsequent product liability lawsuits, Sunbelt Rentals incurred substantial liability. A dispute then arose between the parties regarding Defendants’ indemnification obligations, resulting in this action. Defendants moved to dismiss all of Plaintiffs’ claims.
Breach of Contract. The Defendants argued that the indemnification clause was not part of the parties’ agreement because an unsigned purchase order cannot incorporate terms by reference. The Court disagreed and concluded that the terms and conditions were validly incorporated because the plain language of the purchase order unambiguously predicated the purchase order on the terms and conditions found at the listed URL. Accordingly, the Court denied the motion to dismiss this claim.
Declaratory Judgment. Because Plaintiffs had adequately alleged the existence of a contract incorporating the indemnification provision and an actual controversy regarding the same, the Court denied dismissal of the declaratory judgment claims.
Restitution, Implied Indemnity, and Equitable Subrogation. Because neither restitution nor equitable subrogation are standalone claims, the Court dismissed these “claims” without prejudice to Plaintiffs right to pursue such relief by other means. Regarding implied indemnity, however, the Court held that, at this stage, it could not conclude beyond doubt that the Plaintiffs would be unable to support this claim. As such, implied indemnity survived the motion to dismiss.
Implied Covenant of Good Faith and Fair Dealing. The Court denied the motion to dismiss the implied covenant claim because Plaintiffs had alleged the existence of a valid contract and that Defendants had taken actions which deprived Plaintiffs of the fruits of the bargain.
Punitive Damages. The Court dismissed the request for punitive damages because Plaintiffs did not allege any tortious act which would support punitive damages.
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Becker v. Bridges Experience, Inc., 2026 NCBC 66 (N.C. Super Ct. July 23, 2026) (Earp, J.)
Key Terms: derivative action; special litigation committee; N.C.G.S. § 55-7-44; motion to dismiss; motion to amend; direct claims; BCR 9.4; Rule 15
This case arises from a dispute between minority shareholders and the officers of Bridges Experience, Inc. Plaintiffs asserted direct and derivative claims alleging, among other things, breaches of fiduciary duty, constructive fraud, and misuse of corporate assets. The Court previously appointed a Special Litigation Committee (“SLC”) under N.C.G.S. § 55-7-44 to determine whether pursuing the derivative claims was in the corporation’s best interests. Thereafter, Plaintiffs requested that the SLC investigate additional derivative claims. The SLC concluded that maintaining either set of derivative claims was not in the corporation’s best interests. Defendants moved to dismiss the derivative claims and Plaintiffs sought leave to file a third amended complaint asserting new derivative claims and challenging the SLC’s investigation.
Motion to Dismiss. Under N.C.G.S. § 55-7-44, a court must dismiss derivative claims if an independent Special Litigation Committee conducts a reasonable inquiry in good faith and determines that maintaining the claims is not in the corporation’s best interests. Because the Court had previously determined that the SLC was independent, conducted a reasonable investigation, and acted in good faith, dismissal of the derivative claims was mandatory. The Court rejected Plaintiffs’ attempt to relitigate those findings and dismissed all derivative claims with prejudice.
Motion to Amend. Because Plaintiffs sought leave to amend after the case management deadline, they first had to demonstrate good cause under Business Court Rule 9.4 before satisfying Rule 15’s liberal amendment standard. Although the Court found Plaintiffs acted diligently enough to establish good cause, Rule 15 still required consideration of factors such as undue delay, prejudice, and futility. The Court therefore evaluated the proposed direct and derivative amendments separately.
Direct Claims. The Court granted leave to amend to add new direct claims for fraud and breach of fiduciary duty. Although the litigation had been pending for over a year, discovery remained largely stayed while the SLC conducted its investigations, no answers had been filed, and Defendants failed to demonstrate that allowing the amendments would result in undue prejudice. Applying Rule 15’s liberal amendment policy, the Court concluded that justice favored permitting the direct claims to proceed.
Derivative Claims. The Court denied leave to amend to add additional derivative claims because the amendments would have been futile. The proposed derivative claims had already been investigated by the SLC, which concluded that pursuing them was not in the corporation’s best interests. Since the Court had already determined that the SLC’s investigation was independent, reasonable, and conducted in good faith, any newly added derivative claims would have been subject to immediate dismissal under N.C.G.S. § 55-7-44. Plaintiffs also sought to revive the derivative claims by presenting new evidence allegedly undermining the SLC’s independence and investigation. The Court treated these arguments as an attempt to obtain reconsideration of its earlier order and concluded that none of Plaintiffs’ purportedly new evidence demonstrated that the SLC lacked independence, failed to conduct a reasonable investigation, or acted in bad faith. Moreover, the Court found that Plaintiffs had waited too long to attempt to reassert derivative claims after multiple amendments and SLC investigations, providing an independent basis for denying amendment.
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Highlights Healthcare, LLC v. Abell, 2026 NCBC 67 (N.C. Super Ct. July 24, 2026) (Earp, J.)
Key Terms: Rule 12(b)(6); specific performance; breach of fiduciary duties; constructive fraud; business judgment rule; UDTPA; piercing the corporate veil; tortious interference; breach of contract; misappropriation of trade secrets; fraud; judicial dissolution; LLC; N.C.G.S. § 57D-6-02; Meiselman claim; derivative claims; unauthorized computer access; N.C.G.S. § 14-458(a); conspiracy; implied covenant of good faith and fair dealing.
This case involves a series of disputes between the members, former officers, and managers (Graham, Abell, and Magee) of three affiliated LLCs (Highlights, Empyrean, and HLRE (the “Companies”)). After the members’ relationship deteriorated, Abell and Magee left the Companies and started a new business. This lawsuit followed, with the Companies asserting numerous claims against Abell and Magee and other former employees. Defendants then asserted counterclaims against the Plaintiffs and also filed a third-party complaint against Graham and his company, Knox Hill. The parties filed motions to dismiss the claims, counterclaims, and third-party claims.
Defendants’ Motion to Dismiss
Specific Performance. The Court dismissed this claim because it is an equitable remedy rather than a claim for relief.
Breach of Fiduciary Duty and Constructive Fraud. The Companies alleged that Abell, as CEO and general counsel, breached his fiduciary duties to the Companies by establishing a competing business, disclosing the Companies’ confidential information to the competing business, and executing unauthorized promissory notes to himself and his wife. The Court found that these allegations were sufficient to state a claim for breach of fiduciary duty under both North Carolina and Delaware law. With respect to HLRE, a North Carolina entity, they were also sufficient to state a claim for constructive fraud. However, because the constructive fraud claims brought by Highlights and Empyrean were governed by Delaware law, the Court dismissed those claims because Delaware does not recognize constructive fraud as a separate tort where the challenged conduct is duplicative of a claim for breach of fiduciary duty.
Breach of Contract. The Companies alleged that Abell and Magee breached various provisions of their restrictive covenants. Defendants contended that the covenants were not supported by adequate consideration and that the non-compete was overbroad. The Court disagreed as to consideration, finding that the recited “issuance of securities” was sufficient at this stage. However, the Court agreed that the non-compete was overbroad because 1) it prohibited Abell and Magee from “directly or indirectly” engaging in the business; 2) did not define a specific geographic scope; and 3) was not limited to areas in which Abell and Magee worked or where the company conducted business. Thus, the claim for breach of the non-compete was dismissed.
Misappropriation of Trade Secrets. Plaintiffs alleged that Defendants misappropriated a specific document containing detailed financial information. The Court found that Plaintiffs had sufficiently identified the alleged trade secret and alleged reasonable security measures, but failed to allege that any of the Defendants other than Abell were involved in its alleged misappropriation. Accordingly, the Court dismissed the claim as to all Defendants except Abell. The Court also rejected Defendants’ argument that the claim failed because it did not expressly allege that the misappropriation occurred in North Carolina.
Conspiracy and Aiding and Abetting of Trade Secrets. The Court dismissed this claim to the extent it was brought by Highlights and HLRE because their underlying misappropriation claims had been dismissed.
Tortious Interference with Contract. The Companies alleged that 1) Abell and Magee tortiously interfered with the Companies’ existing contracts with employees and vendors; and 2) O’Reilly and Stanley tortiously interfered with the Companies’ contracts with Abell and Magee. Defendants contended that the Companies had not adequately pleaded the “without justification” element and O’Reilly’s and Stanley’s knowledge of the contracts. As to Abell and Magee, allegations that they had acted in violation of their restrictive covenants was sufficient to allege “without justification”; thus, dismissal was denied on this basis. As to O’Reilly and Stanley, the Court agreed that the allegations were insufficient to show that they were aware of the restrictive covenants. Thus, the claim was dismissed as to them.
Fraudulent Inducement. Plaintiffs alleged that Abell, without authorization, caused various promissory notes to be issued by Highlights for his benefit. The Court dismissed this claim because Plaintiffs did not allege that any payments were actually made in reliance on the notes.
Violation of UDTPA. This claim survived as to those Defendants against whom claims remained for misappropriation, tortious interference, or civil conspiracy.
Unauthorized Access to Computer Systems. The Court found that the Companies allegations that, following his termination, Abell used his company laptop to access the Companies’ systems and obtain information were sufficient to state a claim under N.C.G.S. § 14-458(a).
Plaintiffs’ Motion to Dismiss Counterclaims
Breach of Implied Covenant of Good Faith and Fair Dealing. The Court dismissed this counterclaim as to Highlights and Empyrean because Defendants did not identify any contractual “gap” in their operating agreements for the implied covenant to fill, as required under Delaware law. However, the Court denied dismissal as to HLRE, because under North Carolina law, an implied covenant claim rises and falls with the related breach of contract claim and Plaintiffs did not seek dismissal of the breach of contract claim.
Violation of the UDTPA. The Court dismissed the UDTP counterclaim because Plaintiffs’ alleged wrongful act concerned only the internal management of the company, and therefore was not “in or affecting commerce.”
Judicial Dissolution. Plaintiffs sought dismissal of Abell’s and Magee’s claim for judicial dissolution of HLRE pursuant to N.C.G.S. § 57D-6-02 and Meiselman. The Court denied the motion, finding that Defendants’ allegations that Graham was unwilling to work with them to carry out HLRE’s business, refused to recognize their ownership interests, and had engaged in financial misconduct were sufficient to state claim under § 57D-6-02. Having found that the claim was sufficient under Chapter 57D, the Court did not reach whether Meiselman applied to an LLC.
Third-Party Defendants’ Motion to Dismiss
Individual Claims for Breach of Fiduciary Duty and Constructive Fraud. Abell and Magee asserted these claims against Graham and Knox Hill in connection with their ownership and management of the Companies. Pursuant to the internal affairs doctrine, the Court applied Delaware law to claims concerning Highlights and Empyrean and North Carolina law to claims concerning HLRE. With respect to Highlights, the Court found that the claim had been sufficiently pleaded and rejected, at the 12(b)(6) stage, the Third-Parties’ argument that the operating agreement waived any fiduciary duties. With respect to Empyrean and HLRE, the Court found that the claim had been sufficiently pleaded against Graham, but not against Knox Hill because Knox Hill was not a member or manager of those companies and therefore owed no fiduciary duties. The Court also dismissed the constructive fraud claims relating to the Delaware entities because Delaware does not recognize constructive fraud as an independent claim, but allowed the claim relating to HLRE to proceed.
Derivative Claims for Breach of Fiduciary Duty, Corporate Waste, and Self-Dealing. Abell and Magee asserted these claims against against Graham and Knox Hill on behalf of Highlights and Empyrean. The Court largely allowed the claims to proceed, finding the allegations of self-dealing sufficient to overcome the business judgment rule.
Piercing the Corporate Veil. The Court declined to reject the parties’ piercing the corporate veil theory because at least some claims for monetary relief against Graham and Knox Hill survived.
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Harris Teeter Supermarkets, Inc. v. Ace Am. Ins. Co., 2026 NCBC 68 (N.C. Super Ct. July 24, 2026) (Robinson, C.J.)
Key Terms: motion for summary judgment; Rule 56; declaratory judgment; contract; unambiguous; insurance coverage dispute; opioid lawsuits
This action arises out of an insurance coverage dispute regarding whether Defendants—insurers that issued commercial general liability (CGL) policies to Harris Teeter—are obligated to compensate Harris Teeter for its purported share of liability under a global settlement agreement that resolved hundreds of lawsuits brought by governmental entities against The Kroger Co. and its affiliates and subsidiaries, including Harris Teeter, for damages allegedly caused by their distribution and dispensing of opioid drugs. The global settlement between Kroger and the governmental entities required Kroger to pay over $1.3 billion and provided a release of liability to Harris Teeter and others for certain claims. Later, Kroger made an internal determination that allocated roughly $60 million of its liability to Harris Teeter. Harris Teeter brought this lawsuit seeking declaratory judgment regarding the insurers’ coverage obligations with respect to the $60 million. The parties filed cross-motions for summary judgment.
The insurance policies at issue provided that the insurers would pay on behalf of Harris Teeter certain sums that Harris Teeter “becomes legally obligated to pay[.]” Defendants argued that the policies did not cover the $60 million allocated to Harris Teeter because Harris Teeter was not legally obligated to pay it. The Court agreed.
Under the plain terms of the settlement, only Kroger was obligated to make the payments, Harris Teeter received a complete release as a “Released Entity,” and the internal allocation of roughly $60 million to Harris Teeter’s books was purely an accounting entry with no binding legal or contractual force. Because the policies only require the insurers to pay sums that the insured “becomes legally obligated to pay,” the absence of any such obligation extinguished any potential coverage. Accordingly, the Court granted summary judgment in favor of Defendants and declared that they owed no insurance coverage to Harris Teeter for amounts Kroger paid pursuant to the global settlement.
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Jackson v. HCA Mgmt. Servs., LP, 2026 NCBC 69 (N.C. Super Ct. July 27, 2026) (Earp, J.)
Key Terms: hospital; oncology services; emergency services; asset purchase agreement; summary judgment; contract interpretation; ambiguity; equitable estoppel; breach of contract; motion to exclude expert testimony; relevance; reliability
This case arises from the acquisition of a hospital in which, as part of the asset purchase agreement, Defendant agreed it would “not discontinue” the “provision” of certain emergency, trauma, and oncology services. Several years later, the Attorney General, acting on behalf of the Seller Representative, filed suit alleging that Defendant breached the APA by discontinuing or materially degrading certain services. Both sides moved for summary judgment regarding the meaning of certain words in the APA and whether Defendant had breached the APA.
Meaning of “Shall Not Discontinue”. The AG argued that the phrase “shall not discontinue” required Defendant to continuously provide, at pre-acquisition levels, certain services that the hospital provided at the time of acquisition. Defendant argued that the phrase meant it could not completely eliminate the services. Because each proffered interpretation was reasonable, the Court looked to extrinsic evidence to determine the intent of the parties. However, because the extrinsic evidence was conflicting, the Court was not able to make a determination at summary judgment. The Defendant also argued that the AG was equitably estopped from asserting his interpretation of this phrase because the AG knew that the buyer did not intend to maintain the same quantity or quality of services yet failed to clarify the ambiguity prior to approving the transaction. The Court disagreed with Defendant, holding that it would be improper to estop the AG from arguing his interpretations because it was not clear from the record that the alleged misrepresentations were conveyed to or relied upon by Defendant.
Meaning of “Provision”. The AG argued that “provision” required Defendant to do all things necessary to provide the listed services. Defendant argued that they were only required to provide the infrastructure for the services. The Court agreed with the AG, finding that it would be unreasonable to interpret the phrase as contended by Defendant.
Breach of Contract – Oncology Services and Initial Chemotherapy Treatments. The parties disputed whether complex hematology services were included in the “oncology services” Defendant agreed to provide. Because the language of the contract was unclear on this point and the parties presented conflicting extrinsic evidence of intent, judgment as a matter of law was not appropriate. The parties also sought summary judgment as to whether Defendant had breached the agreement with respect to providing oncology services. However, because the meaning of “shall not discontinue” could not be determined at this stage, summary judgment on the issue of breach was precluded as well.
Breach of Contract – Emergency and Trauma Services. The AG alleged that Defendant had breached the APA’s requirement that it provide emergency and trauma services “generally consistent with the current Level II Trauma Program” by failing to provide around-the-clock surgical ENT services and by failing to provide adequate staffing. With respect to ENT services, the Court granted summary judgment in Defendant’s favor because the AG had not identified evidence of Defendant’s noncompliance. However, the Court held that an issue of fact remained on the matter of whether Defendant has ultimately satisfied its obligation of providing emergency and trauma services “generally consistent” with the current Level II Trauma Program.
Motion to Exclude. Defendant moved to exclude the testimony of the AG’s expert witness, who testified in support of Plaintiff’s position that Defendant breached the APA’s terms, specifically regarding the provision of emergency, trauma, and oncology services. The Court denied the motion, finding that the expert’s testimony met the standards for relevance and reliability.
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Mountain Girl Ventures, LLC v. Mary Annette, LLC, 2026 NCBC Order 59 (N.C. Super. Ct. July 15, 2026) (Houston, J.)
Key Terms: temporary restraining order; Rule 65(b); consent to extension; mootness
Prior to the case being designated to the Business Court, the presiding judge entered a temporary restraining order, without notice to defendants, restraining defendants from proceeding with a related foreclosure proceeding. Thereafter, the court, without defendants’ consent, extended the TRO for two months. After the case was designated to the Business Court, defendant moved for the TRO to be dissolved. The Court denied the motion as moot, explaining that, even if the TRO had been properly extended, it had already expired and dissolved by its own terms and by operation of law.
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Blue Cross & Blue Shield of N.C. v. Child & Fam. Dev., Inc., 2026 NCBC Order 60 (N.C. Super. Ct. July 16, 2026) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(a)(9); amount in controversy; contractual consent to designation; network participation agreement
This matter involves a dispute between a health insurer and third-party claims administrator and an in-network medical provider over more than $1.17 million in allegedly improper or fraudulent reimbursement claims. Plaintiff filed a notice of designation pursuant to N.C.G.S. 7A-45.4(a)(9), which provides for designation where 1) at least one plaintiff and one defendant are a corporation, partnership, or LLC; 2) the complaint asserts a claim for breach of contract; 3) the amount in controversy is at least one million dollars; and 4) all parties consent to designation. Defendant opposed designation, arguing that the amount-in-controversy requirement was not met and that a contractual provision in the parties’ Network Participation Agreement did not constitute consent to Business Court designation. The Court overruled Defendant’s opposition. The Court noted that Plaintiff’s repeated allegations seeking recovery of more than $1 million were sufficient at the designation stage and that disputes over the amount or applicable agreement went to the merits, not designation. The Court further held that the Network Participation Agreement, which permitted Plaintiff to elect Business Court designation for disputes over $1 million, satisfied the statutory consent requirement.
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Benco Constr., LLC v. Anderson, 2026 NCBC Order 61 (N.C. Super. Ct. July 22, 2026) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(a)(1); limited liability companies; operating agreement; membership interest; contract dispute
Plaintiff brought this action against Defendant, one of Plaintiff’s members, seeking a declaration that Defendant was required to sell his claimed 10% membership interest after his employment was terminated. Plaintiff filed a notice of designation pursuant to N.C.G.S. § 7A-45.4(a)(1), which provides for designation in actions involving a material issue related to the law governing LLCs.
The Court concluded that the case was not properly designated. Although the dispute involved an LLC operating agreement, resolving Plaintiff’s claim required only the straightforward application of contract law and did not present a material issue involving the law governing LLCs.
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United Therapeutics Corp. v. Roscigno, 2026 NCBC Order 62 (N.C. Super. Ct. July 24, 2026) (Earp, J.)
Key Terms: BCR 10.9 discovery dispute; motion for reconsideration; protective order; deposition, BCR 7.8
The parties previously submitted a BCR 10.9 dispute to the Court regarding whether, and when, Plaintiff’s CEO should be deposed. After considering the submissions, the Court denied Plaintiff’s request for a protective order shielding the CEO from being deposed. Two months later, Plaintiffs moved for reconsideration asserting “clear error or manifest injustice” because the Court ruled on the 10.9 dispute without allowing full briefing and evidentiary submissions and without offering the parties an opportunity to be heard.
The Court denied the motion. First, the Business Court Rules expressly permit the Court to resolve a BCR 10.9 discovery dispute without requiring formal motion practice, additional briefing, or oral argument. Second, the 700-word limit for BCR submissions applied to arguments, not evidence, and, in any event, Plaintiffs did not identify evidence or request to submit it. Third, the discovery dispute was not complex and the Court fully addressed the arguments raised in the 10.9 submissions, which did not suggest that more briefing or oral argument was necessary. The Court also noted that Plaintiffs’ delay in seeking reconsideration suggested they were more interested in delaying the CEO’s deposition than righting an alleged injustice. Accordingly, the Court denied Plaintiffs’ motion for reconsideration and ordered that the CEO’s deposition proceed by a deadline set by the Court.
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Gray Constr., Inc. v. Future Meat Techs., Inc., 2026 NCBC Order 63 (N.C. Super. Ct. July 27, 2026) (Davis, J.)
Key Terms: receivership; automatic stay; modification for cause; confession of judgment; anticipatory repudiation; unsecured creditor; N.C.G.S. § 1-507.38; N.C.G.S. § 1-507.42
Plaintiff initiated this action asserting claims against Defendant, a manufacturer of human-grade cell-cultured meat products, for breach of contract, unjust enrichment, and foreclosure of a lien. A general receiver was later appointed who is currently in the process of liquidating Defendant’s assets. CHRP, which had settled a prior action with Defendant, moved to modify the receivership automatic stay so it could file and docket a confession of judgment and secure its claim.
Anticipatory Repudiation. CHRP argued that cause existed to modify the stay because Defendant had anticipatorily repudiated the settlement agreement before the receivership began by ceasing operations and failing to respond to CHRP’s demand for assurances. The Court disagreed. Defendant never expressly stated that it would not perform, and CHRP cited no North Carolina authority holding that ceasing operations, standing alone, constitutes anticipatory repudiation. Further, Defendant’s failure to respond to a demand for assurances was not a positive statement of repudiation. In any event, CHRP did not treat the settlement agreement as repudiated as it did not file the Confession of Judgment in the 27 days between the supposed repudiation and the appointment of a receiver.
Existence of Cause. The Court also determined that CHRP had not otherwise shown “cause” to modify the stay. Because “cause” is not defined in the receivership act, what constitutes “cause” rests in the Court’s discretionary equitable authority. Here, the Court found no equitable basis to allow CHRP to improve its position where CHRP knew of Defendant’s deteriorating financial condition but settled its litigation without adequate protection terms, took no action before the stay was imposed, and waited months after the alleged repudiation and receiver’s appointment to seek relief. The Court also concluded that modifying the stay would prejudice Defendant’s other unsecured creditors by allowing CHRP to obtain a larger share of the receivership estate than it was otherwise entitled to receive. The Court therefore denied the motion.
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MJB Props., Inc. v. Pinchot Forest Homeowners Ass’n, Inc., 2026 NCBC Order 64 (N.C. Super. Ct. July 27, 2026) (Houston, J.)
Key Terms: motion for leave to amend; counterclaims; undue delay; BCR 7.3
After answering the amended complaint on April 30, 2026, Defendant moved for leave to amend to add counterclaims on June 19, 2026, the Case Management Order’s deadline for seeking leave to amend. Defendant argued that there had been no undue delay because Defendants had answered the amended complaint less than two months earlier and could have amended as of right until May 30, 2026. The Court concluded that these arguments instead demonstrated that the counterclaims could have been asserted earlier. Because Defendant gave no other reason for the delay other than that its counsel was busy, the Court denied the motion. The Court also noted that Defendant’s counsel had substantially delayed its efforts to consult with opposing counsel as required by BCR 7.3 and had not demonstrated diligent, good-faith efforts to comply with the rule.
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Parker v. Storey, 2026 NCBC Order 65 (N.C. Super. Ct. July 28, 2026) (Robinson, C.J.)
Key Terms: mandatory complex business case; N.C.G.S. § 7A-45.4(a)(1); notice of designation; unsigned filing; Rule 11(a); BCR 3.4, untimely designation
Plaintiff filed this action and timely filed and served a notice of designation pursuant to N.C.G.S. § 7A-45.4(a)(1). However, the NOD was unsigned. Although Plaintiff’s counsel later emailed a signed copy to the Court’s staff, the signed version was never filed through the e-filing system. The Court concluded that the action had not been properly designated because a signed NOD had not been filed, as required by Rule 11(a) and BCR 3.4.
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