Business & contract
Formation, agreements, and the disputes that follow when one of them is tested. Where a matter is better solved by restructuring than by litigating, you will be told that first.
Most business disputes that reach a courtroom were decided years earlier, in a document nobody read closely. An operating agreement with no deadlock provision. A vendor contract with a limitation of liability that turned out to be one-sided. A partner arrangement that never addressed what happens if one of them stops showing up.
The firm handles both ends of that: drafting the agreements so the dispute does not happen, and litigating them when it does. Having done both means the advice on one is informed by the other.
What the engagement covers
Entity formation, conversions and dissolutions
G.S. 57D-2-21 sets out what the articles of organization must contain: the LLC's name, the name, address and capacity of each person executing them, the registered office and agent, and the principal office if the company has one. Conversions and dissolutions are harder than formation. In winding up, assets go to creditors before interest owners, so the work is establishing what the company owes and to whom.
Operating, shareholder and buy–sell agreements
These documents decide, in advance, who may sell to whom, how a price is set, and what breaks a tie. Chapter 57D supplies the default where they are silent: a transferee of an economic interest takes distributions but not membership and not a vote. The hard conversation is valuation, and it is far easier while the owners still agree.
Commercial contracts
Vendor, supply, distribution and services agreements, drafted or reviewed before signature. Sales of goods fall under Article 2 of Chapter 25, where G.S. 25-2-201(2) provides that a confirming writing between merchants, received within a reasonable time, sufficient against the sender, and of contents the recipient has reason to know, removes that party's statute-of-frauds defense unless it objects in writing within ten days. Indemnity, termination for convenience and notice-and-cure matter.
Partnership and shareholder disputes
These turn on an owner squeezed out or a disputed valuation. Where a shareholder petitions for dissolution because liquidation is reasonably necessary to protect their interests, G.S. 55-14-31(d) bars dissolution if the corporation elects to purchase the shares at fair value. Any party may designate a partnership or shareholder dispute as a mandatory complex business case under G.S. 7A-45.4(a)(1), and designation is required under G.S. 7A-45.4(b)(2) once the amount in controversy reaches five million dollars; the Business Court sits in Charlotte, Greensboro, Raleigh and Winston-Salem.
Breach of contract claims and defense
G.S. 1-52(1) allows three years for most contract actions, running generally from the breach rather than from discovery. Fee recovery depends on the document: under G.S. 6-21.6 a reciprocal fee provision in a business contract may be enforced if every party executed it as the statute requires, though any award is discretionary and statutorily capped, and consumer, employment and State government contracts fall outside the statute.
Business and entertainment law
Much of this is ownership: who holds the rights, who granted what, and whether the grant was ever put in writing. A commissioned work counts as a work made for hire only if it falls within one of nine categories in the Copyright Act and the parties signed a writing saying so. Sound recordings are not among them, so ownership there turns on an express assignment.
Common questions
My business partner and I cannot agree. What are my options?
That depends almost entirely on what the operating agreement says about deadlock, transfer and exit — and often it says nothing, which is its own answer. The first step is reading the documents you actually have. Litigation is one route and frequently the worst one available.
Someone breached a contract with us. Is it worth suing?
A separate question from whether you would win. It turns on the amount, the counterparty’s ability to pay, what the contract says about fees and venue, and what the relationship is worth going forward. You will get a straight answer, including when the answer is no.
Can you review a contract before I sign it?
Yes, and that is the cheapest work the firm does relative to what it prevents.
Do you handle disputes outside North Carolina?
The firm is admitted in North Carolina and Virginia. For matters elsewhere it brings in co-counsel admitted in that jurisdiction and coordinates the work.
Owners facing a partner or shareholder dispute, a breach of contract on either side, or a commercial relationship that has stopped working.
Hourly for litigation and open-ended matters. Transactional and drafting work is scoped and fixed where the scope allows.
A scoped call on what this actually needs, before anything is drafted.
Book a consultation or call (704) 222-4752