Green v. Freeman, 733 S.E.2d 542

Plaintiffs invested $200,000 each in Piedmont Capital Holding of NC, Inc., Piedmont Express Airways, Inc., and Piedmont Southern Air Freight, Inc. led by Jack Freeman and Lawrence D’Amelio; Corinna Freeman was named as Chairperson and later Majority owner, with control over finances through accounts opened in Piedmont’s name.
Initial corporate structure included loans and promissory notes to plaintiffs; ownership and roles shifted, including Corinna’s majority ownership after January 2006, with limited direct involvement by Corinna in operations.
Loans and investments were intended to secure a DOD surety bond and USPS contract but no such contracts materialized; company allegedly became insolvent by mid-2006.
Defendants allegedly diverted corporate funds for personal use, including salaries, reimbursements, and expenses charged to corporate accounts; corporate formalities were not observed (no stock certificates, no shareholder meetings).
Trial evidence led the court to dismiss several claims against Corinna at pre-trial stages and to submit piercing the corporate veil and fiduciary duty claims to the jury; the jury found Corinna controlled Piedmont and breached fiduciary duties, awarding $400,000 against Corinna, Jack, and Lawrence.
Post-trial, the trial court entered judgment for $400,000 against the individual defendants; Corinna appealed, and plaintiffs cross-appealed regarding summary judgment and evidentiary issues.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Breach of fiduciary duty by Corinna	Corinna, as officer/majority shareholder, breached duties by diverting funds and failing to stop waste.	Corinna did not owe or breach a fiduciary duty; she lacked a director/officer status and control.	No reversible error; trial court did not err in denying directed verdict/JNOV on fiduciary duty.
Piercing the corporate veil against Corinna	Domination/control and misuse of corporate form by Corinna extended liability to her personally.	Corinna did not exercise domination/control; no proof she caused injury.	No reversible error; veil piercing sustained against Corinna.
Chapter 75-1.1 unfair or deceptive practices claims	Investments/loans to Piedmont violated unfair/deceptive practices through fiduciary breach.	Internal corporate matters not within § 75-1.1; no commerce affected.	Affirm dismissal of § 75-1.1 claims.
Agency and deposition evidence	Jack acted as Corinna’s agent; depositions should be admissible.	Agency not proven; depositions immaterial to outcome.	Harmless error; affirmed on other grounds.

Becker v. Graber Builders, Inc., 149 N.C. App. 787 (N.C. App. 2002) (instrumentality factors; domination and misuse of corporate assets)
Glenn v. Wagner, 313 N.C. 450 (N.C. 1985) (instrumentality rule; domination and control factors)
Meiselman v. Meiselman, 58 N.C. App. 758 (N.C. App. 1982) (fiduciary duty and corporate opportunities; minority protections)
Oberlin Capital, L.P. v. Slavin, 147 N.C. App. 52 (N.C. App. 2001) (director/officer fiduciary duties; corporate governance)
Springs v. City of Charlotte, 704 S.E.2d 319 (N.C. App. 2011) (directed verdict/JNOV standard; scintilla of evidence)
Hodgson Constr., Inc. v. Howard, 187 N.C. App. 408 (N.C. App. 2007) (JNOV standard; de novo review on appeal)
Koonce v. May, 59 N.C. App. 633 (N.C. App. 1982) (JNOV/directed verdict standard; evidentiary review)
White v. Thompson, 364 N.C. 47 (N.C. 2010) (unfair/deceptive practices scope; internal operations not covered)
Hajmm Co. v. House of Raeford Farms, Inc., 328 N.C. 578 (N.C. 1991) (definition of commerce under Chapter 75-1.1)
Keener Lumber Co. v. Perry, 149 N.C. App. 19 (N.C. App. 2002) (fiduciary duties of directors)