The Supreme Court affirmed the North Carolina Business Court’s substantive decision interpreting N.C. Gen. Stat. 105-130.5(b)(1) so as to preclude The Fidelity Bank from deducting “market discount income” relating to discounted United States obligations for North Carolina corporate income taxation purposes. The Supreme Court, however, reversed the Business Court’s decision to dismiss the second of two judicial review petitions that Fidelity Bank filed in these cases and remanding that matter to the North Carolina Department of Revenue with instructions to vacate that portion of the Department’s second amended final agency decision relating to the deductibility issue for lack of subject matter jurisdiction, holding that the Business Court’s decision to dismiss the portions of the second judicial review petition challenging the Department’s decision concerning the deductibility issue in the second amended final agency decision was erroneous. View "Fidelity Bank v. N.C. Department of Revenue" on Justia Law
CommScope Credit Union (Plaintiff), a state-chartered credit union, hired Butler & Burke, LLP (Defendant), a certified public accounting firm, to conduct annual independent audits of its financial statements. Plaintiff later filed a complaint alleging breach of contract, negligence, breach of fiduciary duty, and professional malpractice. Defendant pleaded seven affirmative defenses, including contributory negligence and in pari delicto. The trial court subsequently granted Defendant’s motion to dismiss and for judgment on the pleadings. The court of appeals reversed, concluding (1) the specific allegations in Plaintiff’s complaint were sufficient to state a claim for breach of fiduciary duty, and (2) Defendant’s affirmative defenses would not entitle Defendant to dismissal at this stage. The Supreme Court affirmed in part and reversed and remanded in part, holding (1) Plaintiff’s allegations did not establish that Defendant owed it a fiduciary duty in fact, and therefore, the trial court correctly dismissed Plaintiff’s breach of fiduciary duty claim; and (2) the members of the Court are equally divided on whether the facts alleged in the complaint established the defenses of contributory negligence and in pari delicto, and therefore, the court of appeals’ decision on this issue is left undisturbed. View "CommScope Credit Union v. Butler & Burke, LLP" on Justia Law
Posted in: Business Law, Contracts, Injury Law, North Carolina Supreme Court, Professional Malpractice & Ethics
Defendant Corinna and her husband founded Piedmont Southern Air Freight, a shipping company. Corinna later delegated responsibility and authority for the company to her son Jack. Jack partnered with Larry to create Piedmont Express Airways and Piedmont Capital Holding of North Carolina. Plaintiffs each gave the Piedmont companies $200,000 as a loan and as an investment. After all of Plaintiffs' $400,000 had been spent, Plaintiffs sued Jack, Larry, Corinna, and the Piedmont companies to recover the funds, alleging several claims. As for Corinna, only Plaintiffs' breach of fiduciary duty and piercing the corporate veil claims were submitted to the jury. The jury entered a verdict against Corinna on those issues. The court of appeal affirmed. The Supreme Court reversed on the breach of fiduciary duty issue, holding that Plaintiffs' evidence on their breach of fiduciary duty claim was insufficient as a matter of law, and Plaintiffs' agency claims were the only remaining claims to which personal liability may attach under the piercing the corporate veil doctrine. Remanded for consideration of Plaintiffs' cross-appeal from the trial court's dismissal of their agency claims against Corinna and the effect of the agency claims on the application of the piercing the corporate veil doctrine. View "Green v. Freeman" on Justia Law
Plaintiff and Defendants formed a limited liability company. The operating agreement contained an arbitration provision providing that any dispute arising out of the operating agreement shall be settled by arbitration. Plaintiff later filed suit against Defendants, alleging numerous claims, including breach of good faith and breach of fiduciary duty. Defendants filed a motion to compel arbitration on those two issues under the operating agreement. The trial court denied the motion, concluding (1) the two claims in question did not arise out of the operating agreement or any breach or violation of the agreement, and (2) alternatively, Defendants waived any right they had to arbitration by engaging in discovery that would not have been available as a matter of right during the arbitration process and that Plaintiffs were prejudiced by these actions. The court of appeals affirmed on the basis of waiver. The Supreme Court reversed, holding that Plaintiff failed to establish prejudicial actions inconsistent with arbitration, and therefore, the court of appeals erred in affirming the trial court's order finding waiver of contractual arbitration rights. Remanded. View "HCW Ret. & Fin. Servs., LLC v. HCW Employee Benefit Servs., LLC" on Justia Law
Plaintiff, medical center, sued Defendant, former patient, seeking to recover the value of medical services Plaintiff provided Defendant while he was admitted to its medical center. Plaintiff moved for summary judgment against Defendant in the amount of $14,419 for the medical care he had received, supporting its contention it should receive that amount by submitting several affidavits. The trial court entered summary judgment for Plaintiff on the issue of damages. The court of appeals reversed, stating that although Defendant did not contest liability, an issue of material fact remained on the amount owed. The Supreme Court reversed, holding (1) the medical center's affidavits from its employees that stated the amount of its bill and asserted the amount was reasonable were minimally sufficient of its right to payment; and (2) the patient's affidavit illustrating the differences between the retail price of, and the amount charged by the medical center for, certain medications failed to show that an issue of material fact remained for trial. View "Charlotte-Mecklenburg Hosp. Auth. v Talford" on Justia Law
Salem Logistics entered into a loan agreement with Ark Royal Capital that required Salem to instruct its customers to send payments directly to an account maintained by Ark at Wachovia Bank. Salem subsequently agreed to provide freight bill auditing services to Variety Wholesalers. Salem requested that Variety send the amounts on the master invoices directly to the Wachovia account but did not inform Variety that the account was actually controlled by Ark. Variety later terminated its contract with Salem and filed suit for recovery of money it had forwarded to Salem that had not been paid to carriers. When Variety discovered the Wachovia account actually belonged to Ark, Variety added Ark as a defendant. The trial court entered summary judgment for Variety on its claim of conversion against Ark and for Ark on Variety's claim of constructive trust and ordered Ark to pay Variety $888,000. The court of appeals reversed and entered summary judgment for Ark on both issues. The Supreme Court reversed and remanded on both issues, holding (1) summary judgment was improper because there were genuine issues of material fact to be resolved; and (2) accordingly, the trial court also erred in its award of damages to Variety.