Cases from May 2012 and June 2012
There is no fiduciary duty between the officers and directors of a corporation and that corporation’s shareholders. Unless a special duty exists or the shareholders can bring a direct claim because they have a separate and distinct injury, shareholders cannot recover against a corporation for allegedly misrepresenting the financial stability of stocks.
Rice-Marko v. Wachovia Corp., No. 4993 (S.C. Ct. App. June 27, 2012) (Shearouse Adv. Sh. No. 22)
Limited liability companies
The manager of a limited liability company cannot be held individually liable in tort for a contract that the company breached when there is not evidence that the manager exceeded his authority and acted in an individual capacity.
Dutch Fork Dev. Group II, LLC v. SEL Prop., LLC, No. 27139 (S.C. Sup. Ct. June 27, 2012) (Shearouse Adv. Sh. No. 22)
Limited liability corporations
A member of a limited liability corporation (LLC) signing a statement to pay the LLC’s debts and personally guaranteeing the LLC’s loans does not constitute a vote for additional capital contributions, dependent on the terms of the LLC’s operating agreement.
Clary v. Borrell, No. 4991 (S.C. Ct. App. June 13, 2012) (Shearouse Adv. Sh. No. 20)
Case from March 2012 to May 2012
The Uniform Limited Liability Act does not shield a member of a limited liability company (LLC) from personal liability from his own torts committed while working for the LLC.
16 Jade Street v. R. Design Construction, No. 27107 (S.C. Sup. Ct., Apr. 4, 2012) (Shearouse Adv. Sh. No. 12)
Case from Jan. 2012 to March 2012
Where corporations share a location, telephone number, board members, officers and employees and have a warranty where one entity represents itself to be the one responsible, amalgamation of the corporations is proper.
Magnolia North POA v. Heritage Communities, Inc., No. 4943 (S.C. Ct. App., Feb. 15, 2012) (Shearouse Adv. Sh. No. 6)