Brady v. Van Vlaanderen

Brady v. Van Vlaanderen, 2015 NCBC 56.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
COUNTY OF CUMBERLAND 12 CVS 7552

PATRICIA M. BRADY, )
)
Plaintiff, )
)
v. )
)
BRYANT C. VAN VLAANDEREN; )
RENEE M. VAN VLAANDEREN; )
)
MARC S. TOWNSEND; LINDA M. )
TOWNSEND; UNITED TOOL & ) ORDER ON MOTION TO DISMISS
STAMPING COMPANY OF NORTH )
CAROLINA, INC.; UNITED )
REALTY OF NORTH CAROLINA, )
)
LLC; ENTERPRISE REALTY, LLC; )
and WATERS EDGE TOWN )
APARTMENTS, LLC, )
)
Defendants. )
)

{1} THIS MATTER is before the Court on Defendant United Realty of
North Carolina, LLC’s (“United Realty”) Motion to Dismiss (“Motion”), based on
Rules 12(b)(1) and 12(b)(6) of the North Carolina Rules of Civil Procedure
(“Rule(s)”). For the reasons expressed below, the Motion is GRANTED in part and
DENIED in part.

Bain, Buzzard & McRae, LLP, by Edgar R. Bain for Plaintiff.

Shanahan Law Group, PLLC by Kieran J. Shanahan, Brandon S. Neuman,
John E. Branch, III, and Christopher S. Battles for Defendant United Realty
of North Carolina, LLC.

Gale, Chief Judge.

{2} Plaintiff complains that she has been “frozen out” of several family-
owned companies. United Realty is one such company. Plaintiff brought multiple
claims against other companies, which are not the subject of the present motion.
Claims against United Realty are limited to claims for inspection of corporate
documents and judicial dissolution, and United Realty seeks to dismiss both. The
Motion as it pertains to Plaintiff’s claim for inspection of records is GRANTED. The
Motion as it pertains to Plaintiff’s claim for dissolution is DENIED, inasmuch as the
Court concludes that this claim should be considered in conjunction with more
recently filed summary judgment motions involving a dissolution claim as to all
companies that are subject to Plaintiff’s claims.
{3} Plaintiff Patricia M. Brady (“Plaintiff”) is a North Carolina citizen and
resident of Cumberland County, North Carolina. Plaintiff owns a one-third interest
in each of the company defendants, and Bryant C. Van Vlaanderen (“B. Van
Vlaanderen”), Renee M. Van Vlaanderen (“R. Van Vlaanderen”), Marc S. Townsend
(“M. Townsend”), and Linda M. Townsend (“L. Townsend”) (collectively “Individual
Defendants”) collectively own a two-thirds interest.
{4} The Individual Defendants are all citizens and residents of
Cumberland County, North Carolina.
{5} United Tool and Stamping Company of North Carolina, Inc. (“United
Tool”) is a North Carolina corporation with its principal office in Fayetteville, North
Carolina. United Tool manufactures metal stampings, and provides tooling,
engineering, and other industrial services.
{6} Defendant United Realty is a North Carolina limited liability company
with its principal place of business in Fayetteville, North Carolina. United Realty
owns the real estate and building leased to United Tool for the operation of its
business.
{7} Defendant Enterprise Realty, LLC (“Enterprise Realty”) is a North
Carolina limited liability company with its principal place of business in
Fayetteville, North Carolina. Enterprise Realty owns beach property at Kure Beach
and Carolina Beach, North Carolina.
{8} Defendant Waters Edge Town Apartments, LLC (“Waters Edge”) is a
North Carolina limited liability company with its principal place of business in
Fayetteville, North Carolina. Waters Edge owns an apartment complex in
Fayetteville. M. Townsend was the manager of Waters Edge. This Order refers to
the three LLCs collectively as the “LLC Defendants.”
{9} Plaintiff filed its original Complaint in this action on August 24, 2012.
The case was designated a complex business case on September 4, 2012, and
assigned to the undersigned on September 19, 2012.
{10} Plaintiff filed her first Amended Complaint on September 27, 2012,
and after she was granted leave by the Court, filed her Second Amended Complaint
on August 6, 2013. Plaintiff’s Second Amended Complaint includes claims for
inspection and copy of records against United Tool, United Realty, Enterprise
Realty, and Waters Edge; restoration of Plaintiff’s right and interest or involuntary
dissolution against United Tool; liquidation of United Tool; and judicial dissolution
of United Realty, Enterprise Realty, and Waters Edge.
{11} The Motion has been briefed and argued, and is ripe for disposition.
{12} The Court does not make any findings of fact in connection with this
Motion and recites the following as context for the Court’s ruling.
{13} M. Townsend and B. Van Vlaanderen were employed by United Tool,
and at various times, each began receiving a salary of approximately $3,000 per
week from United Tool. Plaintiff began working at United Tool in 2001, and in
January 2012, Plaintiff’s salary was raised to $3,000 per week. Plaintiff was told at
that time that she need not show up to work in order to receive her salary.
{14} Plaintiffs received other compensation, including contributions to
Plaintiff’s retirement, a health care plan, a credit card for personal expenses, and
the use of a car. Plaintiff participated in management of the various organizations
and had access to their facilities and books and records as a shareholder, member of
the board, and owner of United Realty and the LLC Defendants.
{15} Plaintiff’s employment with United Tool was terminated in 2012, and
all of her benefits ceased.
{16} Plaintiff complains that Individual Defendants have held various
meetings of stockholders and directors of which Plaintiff received no notice and at
which decisions were made without her knowledge or participation.
{17} Plaintiff further complains that she has been denied access to
accounting records, money transactions, financial records, and other significant
information. When the Second Amended Complaint was filed, Plaintiff complained
that United Realty, as well as other companies, had not produced records.
Subsequently, the parties reached a confidential agreement, Defendants produced
documents, and Plaintiff has acknowledged that United Realty has provided the
requested documents.
{18} Plaintiff contends that dissolution of the various family-owned
companies should be considered simultaneously, so that intra-corporate
transactions and management may be evaluated as they pertain to United Realty.
{19} United Realty challenges Plaintiff’s claim for inspection of corporate
records under both Rule 12(b)(1) and 12(b)(6). The Court’s inquiry on a Rule
12(b)(1) motion is not limited to the Second Amended Complaint. See Harris v.
Matthews, 361 N.C. 265, 271, 643 S.E.2d 566, 570 (2007) (noting that court may
consider matters outside pleadings in ruling on 12(b)(1) motion to dismiss). And
“Rule 12(b)(1) . . . allows for the dismissal of a complaint due to a lack of jurisdiction
over the subject matter of the claim or claims asserted in that complaint.” State ex
rel. Cooper v. Seneca-Cayuga Tobacco Co., 197 N.C. App. 176, 181, 676 S.E.2d 579,
583 (2009).
{20} In her brief initially opposing the Motion, Plaintiff conceded that the
majority of the records Plaintiff specifically requested have been provided, but that
“it is safe to believe that there are records that exist [to] which Plaintiff is entitled
access, however, these records just haven’t been discovered as of yet.” (Pl.’s Mem.
Law Opp’n Def. United Realty of N.C. LLC’s Mot. Dismiss (“Opp’n Mem.”) 4.)
Subsequently, Defendants filed a copy of Plaintiff’s Supplemental Responses to
Defendant’s First Set of Interrogatories to Plaintiff. Those supplemental responses
contained the following question and answer:
14. Please describe, with specificity, all documents or other
information that you have not been provided by Defendants as of the
date of your response to this Interrogatory that you contend you are
entitled to.
ANSWER: Though a multitude of documents were not
voluntarily provided by the Defendants, the Defendants have signed
authorizations for the Plaintiff to retrieve those documents at her
burden and expense; therefore, there are no documents which have not
been provided or allowed access to [sic] that the Plaintiff is aware.
(Def.’s Mot. Exclude Improper Supplemental Disc. Resps. Ex. A ¶ 14.)
{21} The claim for inspection of United Realty’s records is therefore MOOT,
the Motion as it relates to the inspection claim is GRANTED, and the inspection
claim against United Realty is DISMISSED.
{22} As to Plaintiff’s claim for judicial dissolution, United Realty argues
that, through amendments to her pleadings, Plaintiff has withdrawn allegations as
to United Realty and that remaining claims against United Reality are only
generalized, conclusory allegations applicable to all defendants. Plaintiff adds that
the lack of specific allegations against United Reality is due to the complex
interactions between all of the various companies, to the effect that
“mismanagement of one company is related to the mismanagement of another
company.” (Opp’n Mem. 5.)
{23} In considering a Rule 12(b)(6) motion, the Court accepts all factual
allegations in the complaint as true without assuming the truth of any legal
conclusions. See Walker v. Sloan, 137 N.C. App. 387, 392, 529 S.E.2d 236, 241
(2000). Defendants correctly argue that the generalized allegations intended to
reach United Realty strain even this liberal standard. But, considering that the
Court will be given the opportunity to examine the interrelationship, if any, of
operation and management of the various companies, the Court concludes that the
present Motion as to the dissolution claim should be DENIED, without prejudice to
the consideration of the legal sufficiency of Plaintiff’s claims under a Rule 56
standard.
IT IS SO ORDERED, this the 3rd day of June, 2015.

/s/ James L. Gale
James L. Gale
Chief Special Superior Court Judge
for Complex Business Cases