N.C. Business Court Opinions, May 7, 2025 – May 20, 2025
By: Ashley Oldfield
Mary Annette, LLC v. Crider, 2025 NCBC 23 (N.C. Super. Ct. May 13, 2025) (Conrad, J.)
Key Terms: quiet title; bench trial; ambiguous deed
The parties to this action were involved in developing certain real property as a Planned Unit Development. However, after a dispute arose regarding the management and operations of Plaintiff Mary Annette, LLC and the ownership of the property, the parties filed suit asserting numerous claims and counterclaims. At issue here was Defendant Terri Crider’s counterclaim for quiet title, in which she asserted that she had only conveyed by deed her interest in the Planned Unit Development’s common area and not her interest in the individual units.
Having previously concluded that the deed was ambiguous on this point, the Court conducted a bench trial to determine the parties’ intent and found, based on the evidence presented at trial, that Defendant Crider had not conveyed her interest in the individual units. The deed’s text and the plat referred to therein supported this conclusion, as did the circumstances surrounding the parties’ efforts to create a Planned Unit Development. Plaintiffs presented no persuasive basis to read the deed differently, testifying only to their subjective views of the transaction and the parties’ intent. Accordingly, the Court entered judgment in favor of Crider on her counterclaim for quiet title and declared that she maintained her interest in the individual units.
*******
Inframark, LLC v. Holder, 2025 NCBC Order 29 (N.C. Super. Ct. May 9, 2025) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(a)(8); confidential information; trade secrets; contemporaneous filing and service; amended notice of designation
Plaintiff initiated this action asserting claims for breach of contract, tortious interference with contract, and unfair and deceptive trade practices arising from an employment dispute. Defendants timely filed a notice of designation with the Wake County Clerk of Superior Court, contending that designation was proper under N.C.G.S. § 7A-45.4(a)(8) (actions raising material issues involving trade secrets); however, the NOD did not include the necessary attachments and was not served on the Chief Justice of the Supreme Court or the Chief Judge of the Business Court until three days later when Defendants filed an Amended NOD, which was verbatim of the first NOD other than updates to the certificate of service.
The Court first noted that designation was improper on procedural grounds because 1) N.C.G.S. § 7A-45.4 does not provide for amending a NOD; and 2) Defendants’ failure to comply with the contemporaneous filing and service requirement rendered the NOD untimely. Second, although the complaint referenced trade secrets, the claims alleged only put the existence, ownership, or misuse of Plaintiff’s confidential information, not its trade secrets, in dispute. Thus, because the action did not involve a material issue relating to disputes involving trade secrets, designation was improper.
*******
Woodsmall v. Asheville Eye Assocs., PLLC, 2025 NCBC Order 30 (N.C. Super. Ct. May 9, 2025) (Davis, J.)
Key Terms: motion to consolidate; interim class counsel
Plaintiffs in five related actions against Asheville Eye Associates filed an unopposed motion to consolidate the actions and appoint interim class counsel. The Court granted the motion and consolidated the cases pursuant to NCRCP Rule 42(a) and ordered that any action filed in or transferred to the Court against the same Defendant and that arises out of the same operative facts as the consolidated action shall be consolidated with the same. The Court also appointed interim lead class counsel and provided that said counsel shall have the authority to speak for Plaintiffs and be responsible for coordinating activities and appearances on behalf of Plaintiffs, and that no pretrial proceedings shall be filed by any Plaintiff or any settlement negotiations conducted without interim lead class counsel’s approval. The Court stayed the action for ninety days and directed the parties to conduct a mediated settlement conference during that time period.
*******
Duramax Holdings LLC v. Brace, 2025 NCBC Order 31 (N.C. Super. Ct. May 14, 2025) (Robinson, C.J.)
Key Terms: order on designation; contemporaneous filing; N.C.G.S. § 7A-45.4(a)(8); N.C.G.S. § (a)(9); amount in controversy; Rule 2.1
Plaintiff filed a complaint asserting, inter alia, claims for breach of contract and trade secret misappropriation. Twelve days later, Plaintiff filed a notice of designation, contending that designation was proper under N.C.G.S. § 7A-45.4(a)(8) and (a)(9).
The Court first concluded that designation was improper because Plaintiff did not file its NOD contemporaneously with filing the complaint as required by N.C.G.S. § 7A-45.4(d)(1). Next, even if the NOD had been timely filed, designation under subsection (a)(9) was improper because there was no indication in the complaint or the NOD that the amount in controversy was at least $1,000,000 and the NOD did not indicate whether all parties consented to designation, both of which are requirements for designation under (a)(9). Lastly, the Court declined to recommend designation under Rules 2.1 and 2.2.
*******
Wright v. LoRusso, 2025 NCBC Order 32 (N.C. Super. Ct. May 16, 2025) (Conrad, J.)
Key Terms: motion in limine; expert testimony
The parties filed various motions in limine ahead of a June 2, 2025 trial date. Defendant moved to exclude Plaintiffs’ expert because 1) his anticipated testimony regarding tax and accounting matters did not require specialized knowledge; and 2) Plaintiffs served the expert’s final report after discovery closed. The Court denied this motion, concluding that tax and accounting matters were appropriate subjects for expert testimony and that any prejudice arising from the late-served final report could be cured by allowing Defendant to depose the expert regarding the final report prior to trial. Plaintiffs moved to exclude as irrelevant and unfairly prejudicial any testimony regarding disparaging statements Plaintiff Stansell made about Defendant. The Court denied this motion, concluding that this evidence was directly relevant to Defendant’s claim for breach of a nondisparagement clause. Lastly, Plaintiffs moved to exclude testimony relating to allegations of drug use. The Court deferred ruling on this motion until trial.
*******
Meridian Renewable Energy, LLC v. Birch Creek Dev., LLC, 2025 NCBC Order 33 (N.C. Super. Ct. May 16, 2025) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(a)(1); N.C.G.S. § 7A-45.4(b)(2); amount in controversy; partnership law; joint venture; amended complaint; untimely
Plaintiff initiated this action in August 2024, asserting claims for breach of contract, breach of the duty of good faith and fair dealing, declaratory judgment, and quantum meruit. Plaintiff then amended the complaint in September 2024 and again in April 2025, asserting the same four claims but adding additional allegations. Defendant filed a notice of designation in May 2025, contending that designation was proper under N.C.G.S. § 7A-45.4(a)(1) and (b)(2). Plaintiff opposed designation, arguing that 1) the NOD was untimely and 2) the action did not implicate the N.C. Uniform Partnership Act as contended by Defendant.
The Court determined that designation under N.C.G.S. § 7A-45.4(a)(1) was improper because the NOD was not timely filed. The claims in the second amended complaint were not materially different from those asserted in the original complaint; thus, to the extent designation would have been proper under subsection (a)(1), the NOD should have been filed within thirty days of service of the original complaint.
Designation under N.C.G.S. § 7A-45.4(b)(2) was also improper. The second amended complaint’s allegation that Plaintiff “has suffered or will suffer additional damages of up to $5,100,000” was too vague to satisfy subsection (b)(2)’s requirement that the pleading demand damages equal to or in excess of five million dollars. Further, the Court did not believe that the existence of a joint venture between Defendant and a third-party or the implication of partnership law would be material issues in the case. Accordingly, the action did not satisfy the requirements for designation under subsection (b)(2).
*******
Max v. Duncan, 2025 NCBC Order 34 (N.C. Super. Ct. May 19, 2025) (Conrad, J.)
Key Terms: motion for preliminary injunction; adequate remedy; money damages
Plaintiffs, a group of doctors employed by Defendant ECAA, filed suit alleging that ECAA had improperly changed the timing and structure of their compensation, thereby breaching their employment agreements and the company’s operating agreement. Plaintiffs moved for a preliminary injunction to enjoin these changes to their compensation.
The Court denied the motion because the dispute concerned only contractual obligations to pay money, for which compensatory damages could provide a complete and adequate remedy. The operating agreement’s statement that money damages would not be adequate to remedy a breach of its terms did not bind the Court nor relieve Plaintiffs of their burden to show the inadequacy of money damages, which they had failed to do.
*******
Maxwell Foods, LLC v. Smithfield Foods, Inc., 2025 NCBC Order 35 (N.C. Super. Ct. May 20, 2025) (Conrad, J.)
Key Terms: hog farm; breach of output contract; most-favored-nation clause; motions in limine; relevance
Plaintiff sued Defendant for breach of an output contract (under which Plaintiff sold hogs to Defendant) and a most-favored-nation clause in a related letter agreement. At the summary judgment stage, the Court entered summary judgment against Defendant as to liability for breach of the output contract and narrowed Plaintiff’s claim for breach of the most-favored-nation clause to allegations that Defendant failed to offer Plaintiff changes in pricing given to Prestage Farms. Prior to trial, the parties filed various motions in limine.
The Court denied Plaintiff’s motion to exclude evidence regarding the leanness of the hogs sold, because evidence that the parties took leanness into account when establishing the fixed premium or that Defendant paid Prestage Farms a higher premium for leaner hogs was relevant to Plaintiff’s claim for breach of the most-favored-nation clause.
The Court granted Defendant’s motion to exclude evidence of its foreign ownership and financial condition, because such evidence was unfairly prejudicial and irrelevant to any issue being tried.
The Court granted Plaintiff’s motion to exclude evidence about its business strategy, affiliated businesses, and owners’ financial condition. Such evidence was not relevant to Defendant’s compliance with the most-favored-nation clause and risked unfair prejudice and confusion of the issues.
The Court granted Defendant’s motion to exclude evidence of its internal strategy discussions (referred to as Project Chuckwagon), which Plaintiff contended was relevant to show that Defendant’s alleged breach of the most-favored-nation clause was part of a scheme to force Plaintiff out of business. However, since motive and intent are not elements of a claim for breach of contract, such evidence was irrelevant.
The Court denied Plaintiff’s motion to exclude evidence of offers made by Defendant to Plaintiff between 2014 and 2018, concluding that such evidence may be relevant to Defendant’s alleged breaches and to damages, but granted Plaintiff’s motion to exclude evidence of offers Defendant made to third-party suppliers other than Prestage Farms since that evidence was irrelevant to the issues at hand.
The Court denied Plaintiff’s motion seeking to bar Defendant from offering expert testimony by lay witnesses regarding leanness, meat quality, hog genetics, and hog markets. The disputed testimony was based on the witnesses’ personal knowledge and perception of facts and therefore was not expert testimony.
Plaintiff moved to exclude the introduction of any deposition testimony at trial. Acknowledging that Defendant’s designation of more than 2400 pages of deposition testimony for use at trial was overkill, the Court deferred ruling on the motion and instead directed Defendant to disclose to Plaintiff whether it intended to call each witness on its witness list by deposition or in person.
Lastly, the Court elected to defer ruling on Defendant’s motion to exclude references to its breach of the output provision (decided at summary judgment) and consider it together with Defendant’s motion to bifurcate trial.
To subscribe, email aoldfield@rcdlaw.net.
The information in this article is not, nor is it intended to be, legal advice. You should consult an attorney for advice regarding your individual situation.