N.C. Business Court Opinions, October 22, 2026 – November 3, 2026
By: Rachel Brinson
IQVIA Holdings Inc. v. Panagos, 2026 NCBC 81 (N.C. Super. Ct. Oct. 23, 2026) (Conrad, C.J.)
Key Terms: motion to dismiss; improper venue; waiver; designation; forum selection; N.C.G.S. § 22B-3
Plaintiffs, collectively referred to as IQVIA, sued four former employees for alleged breaches of certain confidentiality and other restrictive covenants, as well as competitor Syneos for allegedly inducing such breaches and engaging in a scheme of unfair competition. Defendants moved to dismiss IQVIA’s amended complaint for improper venue because each of the agreements at issue, which also formed the basis for the claims against Syneos, contained Delaware forum-selection and place-of-formation clauses.
IQVIA argued that Defendants waived any objection to venue by seeking designation to the Business Court, but the Court reaffirmed that designation as a mandatory complex business case does not waive or affect venue as the Business Court is not a court of jurisdiction or venue. The Court rejected IQVIA’s argument that the forum-selection clauses applied only to lawsuits brought by IQVIA employees, not against them. The Court also disagreed with IQVIA’s contention that N.C.G.S. § 22B-3 invalidated the forum-selection clauses because the plain language of the contracts stated that they were entered into in Delaware, not North Carolina. Finding the Delaware forum-section clauses enforceable, applicable to non-signatory Syneos, and dispositive, the Court granted Defendants’ motion to dismiss for improper venue and denied IQVIA’s motion for preliminary injunction as moot.
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Multifamily Select, Inc. v. Williams, 2026 NCBC 82 (N.C. Super. Ct. Oct. 28, 2026) (Shirley, J.)
Key Terms: motion for summary judgment; breach of fiduciary duty; tortious interference with contract; constructive fraud; civil conspiracy; unfair and deceptive trade practices; N.C.G.S. § 75-1.1
Plaintiff Multifamily Select, Inc., a multifamily property management company, moved for summary judgment on its claims for breach of fiduciary duty, tortious interference with contract, constructive fraud, civil conspiracy, and unfair and deceptive trade practices against Defendants, two former employees and their competing business. Defendants did not file a brief or other evidence in response to Plaintiff’s motion, and the Court therefore treated it as unopposed.
While employed by Plaintiff, the individual Defendants solicited certain clients of Plaintiff to terminate their management contracts with Plaintiff and move their business to Defendants’ competing company. The individual Defendants utilized their positions with Plaintiff to set up meetings with the targeted clients and induced them to terminate their contracts with Plaintiff even though the customers had been satisfied with Plaintiff’s services.
Breach of Fiduciary Duty. The Court determined that as officers and/or directors of Plaintiff, the individual Defendants had fiduciary duties to Plaintiff to act in Plaintiff’s best interest and not usurp Plaintiff’s corporate opportunities. The Court found that the individual Defendants engaged in self-dealing by utilizing their positions with Plaintiff to lure Plaintiff’s customers away and induce them to terminate their contracts with Plaintiff in favor of entering into contracts with Defendants’ competing business.
Tortious Interference with Contract. The Court concluded that valid contracts existed between Plaintiff and the customers lured away by the individual Defendants and that the individual Defendants acted without justification when inducing the customers not to perform on their contracts with Plaintiff.
Constructive Fraud. Having already determined that the individual Defendants had breached their fiduciary duties to Plaintiff, the Court further determined that the individual Defendants benefited from abusing their positions of trust with Plaintiff to Plaintiff’s detriment.
Civil Conspiracy. Relying on the underlying claims of breach of fiduciary duty and tortious interference related to the individual Defendants, the Court determined that the individual Defendants’ company need not have engaged in acts in furtherance of the underlying claims to have engaged in civil conspiracy. The Court found that the entity Defendant sufficiently agreed to participate in the conspiracy by entering into agreements with Plaintiff’s clients knowing that the contracts were procured by the individual Defendants’ bad acts.
Unfair and Deceptive Trade Practices. The Court concluded that the individual Defendants’ breaches of fiduciary duty and acts of constructive fraud sufficiently constituted unfair or deceptive trade practices. The Court further determined that the entity Defendant also engaged in unfair methods of competition based on the individual Defendants’ control of the company and that such acts were in or affecting commerce for purposes of N.C.G.S. § 75-1.1.
The Court granted Plaintiff’s motion and entered judgment in favor of Plaintiff on these claims.
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Present v. State of N.C., 2026 NCBC 83 (N.C. Super. Ct. Nov. 3, 2026) (Davis, J.)
Key Terms: motion to dismiss; Rule 12(b)(1); Rule 12(b)(6); N.C.G.S. § 55-7-48(1); constitutional law; Contracts Clause; Open Courts provision; facial constitutional challenge; as-applied constitutional challenge; N.C.G.S. § 1-267.1(a); Rule 42(b)(4); three-judge panel
Plaintiff, a shareholder of a public North Carolina corporation, filed a complaint challenging both the as-applied and facial constitutionality of N.C.G.S. § 55-7-48(1), which requires a plaintiff to have been a shareholder of a corporation for at least one year before being able to file a derivative action on behalf of the corporation. Defendants moved to dismiss the complaint.
As-applied Challenges. Plaintiff first argued that the statute was unconstitutional as applied because it violated the Contracts Clause of the United States Constitution by impairing a contractual obligation existing under the public company’s articles of incorporation. The Court held that, because the statute was enacted before the public company came into existence and before Plaintiff became a shareholder, the statute could not have impaired the company’s contractual obligations because the company was formed subject to the pre-existing statute. The Court granted Defendants’ motion and dismissed Plaintiff’s as-applied claime based on the Contracts Clause with prejudice.
Plaintiff also argued that the statute was unconstitutional as applied because it violated the Open Courts provision of the North Carolina Constitution by denying him access to the courts for one year. The Court concluded that the North Carolina Constitution does not provide shareholders the right to bring derivative actions and, because the right to bring derivative actions is statutorily created, the legislature can condition or restrict the right it so creates. The Court granted Defendants’ motion and dismissed Plaintiff’s as-applied claim pursuant to the Open Courts provision with prejudice.
Facial Challenge. Citing N.C.G.S. § 1-267.1(a) and Rule 42(b)(4) of the North Carolina Rules of Civil Procedure, the Court determined that Plaintiff’s facial constitutional challenges to N.C.G.S. § 55-7-48(1) must be heard by a three-judge panel. The Court therefore transferred Plaintiff’s facial constitutional challenge claims to a three-judge panel of the Wake County Superior Court.
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Mayer v. Goldner, 2026 N.C. LEXIS 1221, 2026 WL 3179483 (Oct. 23, 2026) (per curiam)
Key Terms: affirmed; personal jurisdiction; interlocutory appeal
As summarized here, the Business Court denied Third-Party Defendant’s motion to dismiss for lack of personal jurisdiction. The Supreme Court affirmed, per curiam.
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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.