Bolier & Company, LLC v. Decca Furniture (USA), Inc.
5:12-cv-00160
W.D.N.C.Feb 27, 2013Background
- Plaintiffs Bolier & Company, LLC and Christian G. Plasman sued Decca Furniture (USA) Inc., Decca Contract Furniture, LLC, and Richard Herbst seeking injunctive relief and other relief.
- Court heard motions for a temporary restraining order, preliminary injunction, and permanent injunction filed Oct. 29, 2012; November 16, 2012; and January 23, 2013.
- Court discussed fiduciary duties of a majority shareholder to a founding minority shareholder in a closely held NC LLC under Meiselman lineage.
- Court noted Decca USA is a fiduciary relative to the corporation and to Plasman, and that self-dealing concerns may justify safeguards.
- Court acknowledged the employment-at-will doctrine and the operating agreement as context for Plasman’s claimed reasonable expectations as President/CEO.
- Court granted in part a narrowly tailored set of protective conditions and denied the requested preliminary/permanent injunctions at this stage.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether TRO/PI should be granted. | Plasman seeks relief to protect reasonable expectations and prevent self-dealing. | Decca argues continued control is permissible with safeguards. | GRANTED in part; TRO/PI limited by safeguards. |
| Whether Meiselman-based reasonable expectations justify relief. | Plasman had substantial reasonable expectations as minority shareholder/employee. | Employment-at-will and operating agreement undercut indefinite relief. | Not entitled to injunction securing President/CEO role; Meiselman factors acknowledged. |
| What protective conditions are appropriate pending litigation. | Additional, broader protections needed to safeguard Plasman’s interests. | Certain safeguards suffice; others may be contemplated later. | Thirteen conditions ordered; further relief may be sought within 14 days. |
| Whether to grant permanent injunction or show cause/sanctions. | Plaintiffs seek ongoing remedies and sanctions. | Denied; addressed in subsequent order. |
Key Cases Cited
- Winter v. Nat’l Res. Def. Council, Inc., 555 U.S. 7 (U.S. 2008) (establishes Winter factors for preliminary injunctions)
- Meiselman v. Meiselman, 307 S.E.2d 551 (N.C. 1983) (reasonable-expectations approach for oppression/remedies in closely held corps)
- Clark v. B.H. Holland Co., Inc., 852 F. Supp. 1268 (E.D.N.C. 1994) (employment/ownership expectations; fact-intensive inquiry)
- In re Kemp & Beatley, Inc., 473 N.E.2d 1173 (N.Y. 1984) (discusses protections when minority investor seeks relief)
- In re Topper, 433 N.Y.S.2d 359 (N.Y. Sup. Ct. 1980) (undisputed understanding of parties harmed minority investor)