North Carolina Business Litigation Report

Western Piedmont Anesthesia, P.A. v. Barnette, November 20, 2007 (Tennille)(unpublished)

Plaintiff was entitled to specific performance of a Shareholders' Agreement requiring the Defendant, a terminated employee, to tender his shares back to the Plaintiff.  The repurchase was ordered even though the Defendant claimed that his termination was wrongful. 

The Court granted a Motion for Judgment on the Pleadings, and held:

Specific performance is appropriate when monetary damages are inadequate. Whalehead Properties v. Coastland Corp., 299 N.C. 270, 282, 261 S.E.2d 899, 907 (1980) (citing In Trust Co. v. Webb, 206 N.C. 247, 250, 173 S.E. 598, 600 (1934)). Viewing the material facts in the light most favorable to Defendant, the Court finds that Defendant’s employment was terminated (Compl. ¶ 9; Def.’s Ans. ¶ 9) regardless of the alleged wrongful or proper nature of the termination, Plaintiff tendered an amount to Defendant to purchase Defendant’s shares (Compl. ¶ 11; Def.’s Ans. ¶ 11), and Defendant failed to tender those shares to Plaintiff (Compl. ¶ 12; Def.’s Ans. ¶¶ 10, 12). If Defendant Barnette has a cause of action for wrongful termination, his damages may include losses resulting from his forced sale of shares. He therefore has an adequate remedy. Plaintiffs do not have an adequate remedy at law for his failure to sell his shares and are entitled to equitable relief. Only transfer of the shares at issue pursuant to the Shareholder Agreement would be an adequate remedy for breach of the Shareholder Agreement.

Full Opinion

Brief in Support of Motion for Judgment on the Pleadings

Brief in Opposition to Motion for Judgment on the Pleadings

Reply Brief in Support of Motion for Judgment on the Pleadings

Trackbacks (0) Links to blogs that reference this article Trackback URL
http://www.ncbusinesslitigationreport.com/admin/trackback/82025
Comments (0) Read through and enter the discussion with the form at the end
Mack Sperling
Brooks Pierce, LLP
2000 Renaissance Plaza
230 North Elm Street
Greensboro, NC 27401
336.373.8850

1600 Wachovia Capitol Center
150 Fayetteville Street
Raleigh, NC 27601
919.839.0300