in the Court of Appeals 23 August 2017.
by plaintiff from orders entered 17 June 2016 and 31 August
2016 by Judge Mark E. Powell in Henderson County No. 14 CVS
395 Superior Court.
Law Firm, PLLC, by Sam B. Craig, and James, McElroy &
Diehl, P.A., by Preston O. Odom, III, for
Prince, Youngblood & Massagee, PLLC, by Sharon B.
Alexander, for defendant-appellee Edwards.
Jackson and Associates Law Firm, PLLC, by Frank B. Jackson
and Angela S. Beeker, for defendant-appellee Weinhold.
WLAE, LLC, appeals from two dismissal orders, one each of
which was entered in favor of defendants Robert L. Edwards
and Wolf Arbin Weinhold, and both of which were entered
pursuant to Rule 12(b)(1) of the North Carolina Rules of
Civil Procedure. Because plaintiff lacked standing at the
time its complaint was filed, the trial court correctly
determined that it did not have subject matter jurisdiction
over the proceeding. Accordingly, we affirm the dismissal
orders of the trial court.
series of events culminating in this appeal were set in
motion more than 20 years ago with the filing of a bankruptcy
petition in the United States Bankruptcy Court for the Middle
District of Florida, Tampa Division. Upon filing for Chapter
7 bankruptcy in June 1994, defendant Weinhold scheduled as an
asset his 80 percent limited partnership interest in a
Florida limited partnership known as Wolf's Lair, Ltd. At
all relevant times, Wolf's Lair owned approximately 1,
400 acres of land in Henderson County, North Carolina (the
1996, the bankruptcy trustee sold defendant Weinhold's 80
percent limited partnership interest in Wolf's Lair to
Carolina Preservation Partners, Inc. (CPP), a corporation
wholly owned by Mr. Douglas Smith. The bankruptcy case was
then closed from June 1998 until October 2000, when creditors
moved to reopen it based on a conveyance by defendant
Weinhold's brother of a 20 percent general partnership
interest in Wolf's Lair to defendant Weinhold shortly
after the case was closed. As a result of these events, the
trustee filed an adversary proceeding in November 2001
against defendant Weinhold, CPP, and Smith, in which she
alleged the 20 percent general partnership interest in
Wolf's Lair belonged to the bankruptcy estate and sought
to rescind the sale of the 80 percent limited partnership
interest to CPP.
eleven years later, on 21 February 2012, the trustee, CPP,
and Smith executed a settlement agreement within the
adversary proceeding that attempted to resolve all issues
regarding ownership of Wolf's Lair (the "2012
agreement"). The 2012 agreement reserved to the trustee
her claim against defendant Weinhold regarding the 20 percent
general partnership interest in Wolf's Lair, and it
provided for the creation of WLAE, LLC, as an "acquiring
entity" to be formed jointly by the trustee and Smith.
The 2012 agreement provided further details as follows:
Trustee, Smith and CPP shall quitclaim to [WLAE] all of
Trustee's, Smith/CPP's right, title and interest in
and to the Property and Wolfs' Lair [sic], excepting and
expressly reserving to Trustee, however, Trustee's claims
against Weinhold as set forth in the [adversary proceeding]
Complaint. [WLAE] shall be a limited liability entity
established by CPP, and at the time of Trustee's and
CPP/Smith's quitclaims, Trustee and CPP shall enter into
a limited liability operating agreement . . . for [WLAE]
which shall provide that CPP shall be an 80% managing member,
and the Trustee shall be a 20% non-managing member . . . .
Trustee makes no representation, warranty or covenant as to
the condition of title to the Property or as to the
Property's physical condition, and the quitclaim of her
interest shall be "as-is, where-is." [WLAE] shall
assume all responsibility for the management and control of
11 of the 2012 agreement is also particularly significant and
references the fact that the state of Florida
administratively dissolved Wolf's Lair in 2000.
Trustee shall retain all right, title and interest in and to
the claims she asserted against Weinhold in the [adversary
proceeding] Complaint, including, without limitation,
Trustee's rights in Weinhold's purported 20% general
partnership interest in Wolfs' Lair [sic] and/or any
derivative interest in the Property, including any 20% tenant