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Larsen v. Black Diamond French Truffles, Inc.

Court of Appeals of North Carolina

May 5, 2015

KAREN LARSEN, BENEFICIARY, MORGAN STANLEY as IRA CUSTODIAN f/b/o KAREN LARSEN, MARY JO STOUT, CHIARA IDHAMMAR, and CHRISTER IDHAMMAR, Plaintiffs,
v.
BLACK DIAMOND FRENCH TRUFFLES, INC. and SUSAN RICE, Defendants

Heard in the Court of Appeals on 4 March 2015.

H. Gregory Johnson and Jane Soboleski, Ferikes & Bleynat, PLLC, for Defendant-Appellants.

R. Palmer Sugg and Neil T. Oakley, Robbins May & Rich, LLP, for Plaintiff-Appellees.

Robert N. Hunter, Jr., Judge. Judges STEPHENS and TYSON concur.

OPINION

Appeal by Defendants from an order entered on 16 June 2014 by Judge James M. Webb in Moore County Superior Court, No. 13-CVS-1379.

Page 94

HUNTER, JR., Robert N., Judge.

Black Diamond French Truffles, Inc. (" BDFT" ) and Susan Rice (collectively, " Defendants" ) appeal from an order granting Plaintiffs' motion for judgment on the pleadings pursuant to Rule 12(c) of the North Carolina Rules of Civil Procedure. For the following reasons, we dismiss Defendants' appeal as interlocutory.

I. Factual & Procedural History

Defendant BDFT is a North Carolina corporation. Since its incorporation in 2007, Defendant Susan Rice has been BDFT's president. On 19 March 2008, Plaintiff Karen Larsen purchased 25,000 shares of BDFT Series B Preferred Stock. On 15 May 2008, Plaintiffs Chiara and Christer Idhammar purchased 25,000 shares of BDFT Series A Preferred Stock. On 24 June 2008, Plaintiff Mary Jo Stout purchased 25,000 shares of BDFT Series A Preferred Stock.

On 25 November 2013, Plaintiffs filed a verified complaint, alleging that they are qualified shareholders of BDFT and are entitled to inspect certain corporate records under N.C. Gen. Stat. § 55-16-02. Plaintiffs' complaint contended that they met the statutory notice and demand requirements of N.C. Gen. Stat. § 55-16-02, but Defendants refused to provide the requested documents. Plaintiffs asked the trial court to order Defendants to permit them to inspect the corporate records, and to order Defendants to pay Plaintiffs' costs incurred to obtain the order, including reasonable attorney's fees.

On 30 January 2014, Defendants answered Plaintiffs' complaint. In their answer, Defendants admitted that Plaintiff Idhammar sent a written demand to Defendant Rice and admitted that Defendant Rice " agreed to provide the requested information 'as soon as [Defendants] have it in proper form[.]'" Defendants denied all other relevant allegations, including Plaintiffs' contention that they desired to inspect the records in good faith and for a proper purpose.

On 14 May 2014, Plaintiffs filed a Motion for Judgment on the Pleadings pursuant to Rule 12(c) of the North Carolina Rules of Civil Procedure. The motion was heard on 30 May 2014. On 16 June 2014, the trial court issued an order granting the motion for judgment on the pleadings as to Plaintiffs Larsen, Christer Idhammar, and Stout, but denying the motion as to Plaintiff Chiara Idhammar. The trial court also ordered Defendant BDFT to pay Plaintiffs Larsen, Christer Idhammar, and Stout's attorney's fees in the amount of $4,520.62. Defendants filed timely written notice of appeal on 23 June 2014.

Defendants filed their principal appellant brief with this Court on 25 November 2014. Defendants argue in their brief that the trial court erred in granting Plaintiffs' motion for judgment on the pleadings and awarding attorney's fees. Defendants contend that the trial court's grant of Plaintiffs' motion for judgment on the pleadings was erroneous because, among other things, the order " did not fully resolve all issues between all of the parties." Despite that admission, Defendants' principal brief to this Court does not address the interlocutory nature of their appeal, or allege that the trial ...


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