James H.Q. Davis Tr. v. Jhd Props., LLC

James H.Q. Davis Tr. v. JHD Props., LLC, 2022 NCBC 80.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
WAKE COUNTY 22 CVS 8617

JAMES H. Q. DAVIS TRUST and
WILLIAM R. Q. DAVIS TRUST,

Plaintiffs,
ORDER AND OPINION ON
v. DEFENDANT CHARLES B. Q. DAVIS
TRUST’S MOTION TO DISMISS
JHD PROPERTIES, LLC, BERRY
HILL PROPERTIES, LLC, and
CHARLES B. Q. DAVIS TRUST,

Defendants.

1. THIS MATTER is before the Court upon Defendant Intervenor Charles B.

Q. Davis Trust’s (the “Charles Trust” or “Defendant”) Motion to Dismiss Pursuant to

Rule 12(b)(6) of the North Carolina Rules of Civil Procedure (the “Motion”). (ECF No.

20.)

2. After considering the Motion, the parties’ briefs in support of and in

opposition to the Motion, the relevant pleadings, and the arguments of counsel at the

hearing held on the Motion, the Court DENIES the Motion.

Everett Gaskins Hancock LLP, by Ed Gaskins and Katherine A. King, for
Plaintiffs James H. Q. Davis Trust and William R. Q. Davis Trust.

Meynardie & Nanney, PLLC, by Joseph H. Nanney, for Defendant
Charles B. Q. Davis Trust.

No counsel appeared for Defendants JHD Properties, LLC and Berry Hill
Properties, LLC.

Bledsoe, Chief Judge.
I.

FACTUAL AND PROCEDURAL BACKGROUND

A. Factual Background

3. The Court does not make findings of fact on a motion to dismiss under Rule

12(b)(6) of the North Carolina Rules of Civil Procedure (the “Rule(s)”). Rather, the

Court recites the allegations asserted and documents referenced in Plaintiffs’

Complaint that are relevant to the Court’s determination of the Motion.

4. This action arises from disagreements over estate planning vehicles

established by James H. Davis, M.D. (“Dr. Davis”). In 2001 and 2002, Dr. Davis set

up two limited liability companies, JHD Properties LLC (“JHD”) and Berry Hill

Properties LLC (“Berry Hill”) (together, the “LLCs”). 1 Dr. Davis also established four

trusts, one for each of his sons, James H. Q. Davis (“Jim”), William R. Q. Davis

(“Tad”), Jonathon O. Q. Davis (“Jon”), and Charles B. Q. Davis (“Charles”)

(collectively, the “Davis Sons”). 2 Each son was the sole beneficiary of the trust

bearing his name. 3 Thus, Jim was the sole beneficiary of Plaintiff James H. Q. Davis

Trust (the “Jim Trust”), Charles was the sole beneficiary of the Charles Trust, and so

on. 4 The four trusts are the only members of the LLCs, and each trust holds an equal,

1 (Compl. ¶ 13, ECF No. 3.)

2 (Compl. ¶¶ 5–13.)

3 (Compl. ¶¶ 5–13.)

4 (Compl. ¶¶ 5–13.)
25% equity interest in each LLC. 5 Only two of the sons, however, Charles and Jim,

are the managers of each of the LLCs. 6

5. The LLCs own four adjacent tracts of land in Wake County, North Carolina,

which comprise approximately 68 acres (the “Property”). 7 Except for one abandoned

structure, the Property is undeveloped. 8 The Property therefore produces no income,

except from periodic timber sales, 9 the last of which occurred in 2004. 10 The Property

has therefore produced no income in the last 18 years. 11

6. Under the LLCs’ operating agreements (the “Operating Agreements”),

which are substantially identical, neither LLC may take binding action without the

consent of “a [m]ajority of the [m]anagers”. 12 Because the LLCs have two managers,

this provision in practice requires unanimous agreement between Charles and Jim

to take binding action.

5 (Compl. ¶ 5.)

6 (Compl. ¶ 16.)

7 (Compl. ¶ 17.)

8 (Compl. ¶18.)

9 (Compl. ¶ 18.)

10 (Compl. ¶ 18.)

11 (See Compl. ¶ 18.)

12 (Compl. Ex. 1, Manager-Managed Operating Agreement JHD Properties, LLC art. 3.1;

Compl. Ex. 2, Manager-Managed Operating Agreement Berry Hill Properties, LLC art 3.1.)
Exhibits 1 and 2 to the Complaint shall together be referred to as the “Operating
Agreements”.)
7. Beginning in early 2020, the Davis Sons have disagreed on the proper

management of the LLCs and the Property. 13 Jim, Tad, and sometimes Jon wish to

sell the Property, while Charles wishes to develop it. 14 The Davis Sons have

attempted to negotiate with each other and with outside purchasers to sell the

Property, to no avail. 15 Charles offered to purchase the Property himself in April

2022, but Jim refused Charles’s offer. 16 In addition, an external property

development company showed interest in purchasing the Property in May 2022 for

$8.5 million, but Charles exercised his authority as a manager of the LLCs to prevent

negotiations with the development company until the company’s letter of intent

lapsed. 17 Thus, the Property is not generating any active income through timber

harvesting, and any passive appreciation in its value cannot be realized through

development or sale due to deadlock between the managers.

B. Procedural History

8. Plaintiffs Jim Trust and William R. Q. Davis Trust (together, the

“Plaintiffs”) filed this action against JHD and Berry Hill on 12 July 2022, seeking

judicial dissolution of the LLCs under N.C.G.S. § 57D-6-02(2)(i). 18 Plaintiffs allege

13 (Compl. ¶ 21.)

14 (Compl. ¶ 22.)

15 (See Compl. ¶¶ 22–27.)

16 (See Compl. ¶¶ 22–23.)

17 (See Compl. ¶¶ 24–27.)

18 The Jonathan O.Q. Davis Trust (the “Jon Trust”) is not a party to this action, and no party

has sought to join the Jon Trust through Rules 19, 20, or otherwise. Mindful of the necessary
joinder rules of Rule 19, the Court has considered and now concludes that the Jon Trust is
that disagreement between Jim and Charles concerning the use of the Property has

rendered it “impossible and impracticable” to conduct the business of the LLCs, and

that the LLCs should therefore be judicially dissolved. 19

9. The case was designated as a mandatory complex business case under

N.C.G.S. § 7A-45.4(a)(1) and assigned to the undersigned on 15 July 2022. 20

10. The Charles Trust filed an unopposed Motion to Intervene in this action with

the Wake County Clerk of Superior Court on 11 August 2022, 21 which it amended

and re-filed on the Business Court docket on 18 August 2022. 22 The Court granted

the motion on 19 August 2022. 23 Since that time, Plaintiffs and the Charles Trust

have been the active parties in this litigation. The LLCs have not retained counsel

and thus have not appeared at any time in this litigation. 24

not a necessary party to this dissolution action, as either a plaintiff or a defendant. See
N.C.G.S. § 57D-6-03(a) (providing that a dissolution action must be brought solely against
the LLC itself, and that a plaintiff may not join an LLC member unless relief is sought
against the member individually); N.C.G.S. § 57D-6-02(2)(i) (providing that a dissolution
action may be brought by “a member.”) (emphasis added).

19 (Compl. ¶¶ 28–32.)

20 (Designation Order, ECF No. 1; Assignment Order, ECF No. 2.)

21 (Mot. Intervene, ECF No. 10.)

22 (Am. Mot. Intervene, ECF No. 7.)

23 (Order Granting Am. Mot. Intervene, ECF No. 11.)

24 The Court and the parties agree that Jim and Charles, as the LLCs’ managers, are the

primary disputants in this action. (See Am. Mot. Intervene ¶¶ 5–8.) Plaintiffs bring this
action to remedy alleged deadlock in the affairs of the LLCs brought about by disagreement
between Charles and Jim, which, among other things, has prevented the LLCs from agreeing
to retain counsel to defend this litigation. Without counsel, the LLCs cannot appear. See
LexisNexis, Div. of Reed Elsevier, Inc. v. Travishan Corp., 155 N.C. App. 205, 209 (2002)
(holding that, subject to limited exceptions not applicable here, “in North Carolina a [business
11. The Charles Trust filed the Motion on 18 October 2022. 25 On 3 November

2022, the Court entered an Order Staying Discovery until the Court rules on the

Motion. 26 The Court held a hearing on the Motion on 22 November 2022, at which

Plaintiffs and Defendant were represented by counsel (the “Hearing”). The Motion is

fully briefed and now ripe for decision.

II.

LEGAL STANDARD

12. When deciding whether to dismiss for failure to state a claim under Rule

12(b)(6), the Court considers “whether the allegations of the complaint, if treated as

true, are sufficient to state a claim upon which relief can be granted under some legal

theory.” Corwin v. British Am. Tobacco PLC, 371 N.C. 605, 615 (2018) (quoting

CommScope Credit Union v. Butler & Burke, LLP, 369 N.C. 48, 51 (2016)). 27

entity] must be represented by a duly admitted and licensed attorney-at-law and cannot
proceed pro se[.]”).

25 (Intervenor’s Mot. Dismiss Pursuant Rule 12(b)(6) N.C. R. Civ. Proc., ECF No. 20.)

26 (Order Staying Discovery, ECF No. 24.)

27 The Court notes that Defendant has supported its Motion with Charles’s affidavit. (See
ECF No. 22.) Defendant asserts that the affidavit is tendered, “not because it is necessary to
meet [Defendant’s] Rule 12(b)(6) standard, but because [Defendant] believes the additional
background information should be presented to the Court in the interest of judicial economy,”
contending that Plaintiffs cannot successfully re-plead their claim and thus that this action
should be dismissed with prejudice. (Charles B.Q. Davis Trust’s Br. Supp. Mot. Dismiss 6
n.1 [hereinafter Def.’s Br. Supp.], ECF No. 21.).) As the Court made clear at the Hearing,
however, North Carolina law does not permit the Court to consider the affidavit without
converting the motion to one for summary judgment. See, e.g., Kinston Med. Specialists, P.A.
v. Bundle, 2015 NCBC LEXIS 48, at *5 (N.C. Super. Ct. May 7, 2015) (“the Court cannot
consider [affidavits] in deciding a motion under Rule 12(b)(6) [.]”). Since both parties agreed
at the Hearing that the Motion should be considered and determined pursuant to the
standards applicable to motions under Rule 12(b)(6) and not under Rule 56, the Court
13. “[D]ismissal pursuant to Rule 12(b)(6) is proper when ‘(1) the complaint on

its face reveals that no law supports the plaintiff’s claim; (2) the complaint on its face

reveals the absence of facts sufficient to make a good claim; or (3) the complaint

discloses some fact that necessarily defeats the plaintiff’s claim.’ ” Id. at 615 (quoting

Wood v. Guilford Cnty., 355 N.C. 161, 166 (2002)).

14. Under Rule 12(b)(6), “the trial court is to construe the pleading liberally and

in the light most favorable to the plaintiff, taking as true and admitted all well-

pleaded factual allegations contained within the complaint.” Donovan v. Fiumara,

114 N.C. App. 524, 526 (1994) (cleaned up). The Court need not, however, accept as

true “allegations that are merely conclusory, unwarranted deductions of fact, or

unreasonable inferences.” Good Hope Hosp., Inc. v. N.C. HHS, Div. of Facility Servs.,

174 N.C. App. 266, 274 (2005) (cleaned up).

III.

ANALYSIS

15. Plaintiffs’ sole claim in this action is that operating the LLCs has become

impracticable within the meaning of N.C.G.S. § 57D-6-02(2)(i) and that the LLCs

should therefore be judicially dissolved. 28 Defendant moves to dismiss, contending

that Plaintiffs have failed to allege facts from which a trial court could order judicial

dissolution.

declines to consider Charles’s affidavit, or the portions of Defendant’s supporting brief that
rely upon the affidavit, in resolving Defendant’s Motion.

28 (Compl. ¶¶ 28–32.)
16. At the outset, the Court rejects Defendant’s argument that Plaintiffs’ claim

should be dismissed because Plaintiffs did not state the “business” of the LLCs in

explicit terms in the Complaint. Defendant notes that N.C.G.S. § 57D-6-02(2) permits

dissolution by an LLC member only where “it is not practicable to conduct the LLC[s’]

business in conformance with the operating agreement and [Chapter 57D]” (emphasis

added) 29 and contends that Plaintiffs have failed to allege the LLCs’ “business” with

requisite specificity.

17. North Carolina, however, employs a forgiving notice pleading standard in

most instances under Rule 8, and Rule 12(b)6) requires the Court to treat Plaintiffs’

factual allegations as true and draw all reasonable inferences in Plaintiffs’ favor. See,

e.g., Turner v. Hammocks Beach Corp., 363 N.C. 555, 559 (2009); Quidore v. All.

Plastics, LLC, 2020 NCBC LEXIS 140, at *8 (N.C. Super Ct. Dec. 3, 2020). Viewing

the complaint in this light, Plaintiffs have alleged that the LLCs’ business purpose is

to maximize the return on the LLCs’ only asset, the Property, which the LLCs have

29 (Def.’s Br. Supp. 20–21.) N.C.G.S. § 57D-6-02(2) states:

The superior court may dissolve an LLC in a proceeding brought by either of
the following:

(2) A member, if it is established that (i) it is not practicable to conduct the
LLC's business in conformance with the operating agreement and this Chapter
or (ii) liquidation of the LLC is necessary to protect the rights and interests of
the member.

This Court has noted that “the first prong is conjunctive, requiring the member to show
impracticability under both the operating agreement and Chapter 57D to permit dissolution
under this subsection.” Norris v. Greymont Dev., LLC, 2022 NCBC LEXIS 7, at *8 (N.C.
Super. Ct. Jan. 31, 2022).
sought to accomplish in two ways: through timber sales until 2004, 30 and by holding

the Property for sale or development since the LLCs were created, which has been

the sole activity since 2004. 31 Even if the Court assumes that Plaintiffs must

specifically plead the LLCs’ “business” under section 57D-6-02(2) for purposes of Rule

12(b)(6), the Court concludes that Plaintiffs have met that burden here. See Kinsley

v. Ace Speedway Racing, Ltd., 2022-NCCOA-524 ¶ 34 (“[w]e have held that a party

need not use magic words to plead the substantive elements of its claim.”).

18. The Court next turns to whether Plaintiffs have adequately alleged facts

showing that “it is not practicable to conduct the LLC[s’] business in conformance

with the operating agreement and [Chapter 57D]” as required under section 57D-6-

02(2)(i). Plaintiffs contend that they have; Defendant contends Plaintiffs have not.

19. The goal of statutory interpretation in North Carolina is to determine the

statute’s legislatively intended meaning, as evidenced by the statute’s text, goal, and

spirit. State v. Rankin, 371 N.C. 885, 889 (2018); Coastal Ready-Mix Concrete Co. v.

Bd. of Comm’rs, 299 N.C. 620, 629 (1980). A court will not engage in judicial

interpretation of a textually unambiguous statute, but “[i]f the language is

ambiguous or unclear, the reviewing court must construe the statute in an attempt

not to defeat or impair the object of the statute if that can reasonably be done without

doing violence to the legislative language.” Carolina Power & Light Co. v. City of

Asheville, 358 N.C. 512, 518 (2004) (cleaned up).

30 (Compl. ¶ 18.)

31 (Compl. ¶¶ 17–27.)
20. The term “practicable” is not defined in section 57D-6-02, and our appellate

courts have offered little guidance as to the term’s meaning. Defendant argues that

the few North Carolina cases to have interpreted section 57D-6-02(2)(i) demonstrate

that judicial dissolution is an extreme remedy, granted rarely and only when there is

“proof of substantial mismanagement or financial loss[,]” citing Brady v. Vlaanderen,

2017 NCBC LEXIS 61, at *33 (N.C. Super Ct. July 19, 2017), when the “parties’

pleaded disagreement reflects a level of discord that pervades every aspect of the

parties’ management of [the LLC,]” citing Norris, 2022 NCBC LEXIS 7, at *6–8

(cleaned up), 32 or when there exists a high degree of distrust among the deadlocked

parties preventing them from ever working together, citing Chisum v. Campagna,

376 N.C. 680, 2021-NCSC-7, ¶ 64. 33

21. Defendant argues that Plaintiffs have failed to plead the level of dysfunction

required by these cases or that the managers’ “disagreement makes it [impracticable]

to continue ‘all or even substantially all’ of the LLCs’ current business operations[,]”

Norris, 2022 NCBC LEXIS 7, *6–8, requiring dismissal. 34

22. The Court disagrees, as each of these cases arose in a different procedural

posture or is otherwise readily distinguishable from this action.

23. In Norris, the plaintiff pleaded that while a pertinent disagreement between

the managers existed, the parties operated the LLC at issue “cooperative[ly.]” Norris,

32 (See Def.’s Br. Supp. 20, 22.)

33 Defendant cited to Chisum for the first time at the Hearing.

34 (Def.’s Br. Supp. 22.)
2022 NCBC LEXIS 7, at *11. Consequently, this Court expressly premised its

dismissal of the plaintiff’s judicial dissolution claim on this fact, “conclud[ing] that

the parties’ pleaded cooperation and agreement in managing . . . [defendant’s]

ongoing business operations” demonstrated that judicial dissolution would be

inappropriate. Id. (emphasis added).

24. There are no similarly self-defeating allegations made here. While Plaintiffs

allege that timber sales proceeded “from time to time” until 2004, 35 Plaintiffs have

not alleged that the LLCs are currently used for timber production or sale or that the

LLCs intend to engage in timber harvesting or sale in the future. At the same time,

Plaintiffs have alleged that the Property is undeveloped and “suitable for residential

development” and that Charles and Jim’s deadlock has prevented the sale or

development of the Property. 36 Therefore, unlike in Norris, Plaintiffs have not

pleaded current “cooperation and agreement in managing . . . [defendant’s] ongoing

business operations[,]” and Defendant’s reliance on Norris is therefore inapposite.

25. In Chisum, the trial court ordered judicial dissolution after trial. Chisum,

2021-NCSC-7, ¶ 64. The Supreme Court affirmed this order and remedy, after

making specific note of the trial court’s observations of the extraordinary level of

mutual hostility and distrust between the LLC’s managers. See id. at ¶¶ 64–65. The

Supreme Court quoted in particular the trial court’s belief that the parties so

distrusted each other that “these parties could not ever again be associated with one

35 (Compl. ¶ 18.)

36 (See Compl. ¶¶ 21–27.)
another in a jointly owned business[.]” Id. at ¶ 64. While Plaintiffs have not pleaded

such a high level of distrust between Jim and Charles here, Chisum does not require

that Plaintiffs must do so to sustain their dissolution claim. Chisum simply notes

that the trial court’s observations “provide[d] ample support” for judicial dissolution,

id., not that such allegations are necessary to survive Rule 12(b)(6) dismissal.

26. Finally, in Brady, the trial court considered a dissolution claim on summary

judgment based on the presentation of evidence, not at the Rule 12(b)(6) stage based

on the complaint, and, in any event, Plaintiffs have alleged that Charles’s objections

and the ongoing deadlock prevented a sale of the Property for $8.5 million, 37

sufficiently stating a “financial loss” to Plaintiffs under Brady for purposes of Rule

12(b)(6).

27. Having found these North Carolina cases unpersuasive and no others from

our appellate courts helpfully construing section 57D-6-02(2)(i)’s use of the term

“practicable,” the Court next turns to other tools of statutory construction to ascertain

the term’s meaning.

28. The Court begins with the standard, dictionary definition of “practicable.”

See Morris Commc’ns Corp. v. City of Bessemer, 356 N.C. 152, 158 (2011) (“To

ascertain the ordinary meaning of undefined and ambiguous terms, courts may

appropriately consult dictionaries.”) Black’s Law Dictionary defines “practicable” as

“reasonably capable of being accomplished; feasible in a particular situation.”

Practicable, Black’s Law Dictionary (11th ed. 2019) (emphasis added). Merriam-

37 (Compl. ¶¶ 24–27.)
Webster and Dictionary.com offer nearly identical definitions. 38 Based on these

persuasive sources, the Court concludes that “practicable” is synonymous with

“feasible” and does not mean simply “possible.” Indeed, the Court notes that

something may be possible yet not feasible without extra time or resources in a

particular circumstance. Following this same logic, the Court also concludes that

“not practicable” is likewise synonymous with “unfeasible” and does not mean

“impossible.”

29. Courts from other jurisdictions agree. See, e.g., Gagne v. Gagne, 338 P.3d

1152, 1160 (Colo. App. 2014) (concluding that Colorado’s “not practicable” standard

for judicial dissolution required that the LLC be “unable to pursue the purposes for

which the company was formed in a reasonable, sensible, and feasible manner”);

Unbridled Holdings, LLC v. Carter, 607 S.W.3d 188, 197 (Ky. Ct. App. 2020) (noting

that if the Kentucky legislature had desired a higher standard for Kentucky’s

dissolution statute, “it would have used the term ‘impossible’ instead of ‘not

reasonably practicable’ ” and noting that “almost all the outside authorities” permit

dissolution under an impracticability standard); In re 1545 Ocean Ave., LLC, 893

N.Y.S.2d 590, 597–98 (N.Y. App. Div. 2010) (ordering dissolution under New York’s

“not reasonably practicable” standard where “continuing the entity [was] financially

unfeasible”); PC Tower Ctr., Inc. v. Tower Ctr. Dev. Assoc. LP, No. 10788, 1989 Del.

38 See Practicable, Merriam-Webster Online Dictionary, https://www.merriam-
webster.com/dictionary/practicable (last visited Dec. 7, 2022) (“Capable of being put into
practice or of being done or accomplished: Feasible”); Practicable, Dictionary.com,
https://www.dictionary.com/browse/practicable (last visited Dec. 7, 2022) (“capable of being
done, effected, or put into practice, with the available means; feasible”).
Ch. LEXIS 72, at *16 (Del. Ch. June 8, 1989) (concluding that Delaware’s “not

reasonably practicable” standard is “one of reasonable practicability, not

impossibility”); see also Taki v Hami, No. 219307, 2001 Mich. App. LEXIS 777, at *8

(Mich. Ct. App. May 4, 2001) (finding dissolution appropriate under Michigan’s

“reasonably practicable” standard where a partnership’s operations were “not capable

of being done logically and in a reasonable, feasible manner”). 39

30. Accordingly, based on these authorities and because the meaning of the

term, in the context it is used in section 57D-06-02(2)(i), is no different than as

discussed above, the Court concludes that “not practicable” in section 57D-06-02(2)(i)

therefore means “unfeasible” and does not mean “impossible.” The Court thus applies

this understanding in determining whether Plaintiffs have pleaded facts permitting

a factfinder to conclude that “it is not practicable to conduct the LLC[s’] business in

conformance with the operating agreement and [Chapter 57D]” under section 57D-6-

02(2)(i). Viewing the complaint’s allegations in the light most favorable to Plaintiffs,

the Court concludes that they have.

31. The Operating Agreements require Charles and Jim to agree for the LLCs

to take action, which they have thus far been unable to do since “at least early 2020.” 40

39 The Court recognizes that most states’ LLC dissolution statutes provide for dissolution

when it is not “reasonably practicable” to operate, while section 57D-6-02(2)(i) provides for
dissolution only when it is not “practicable.” This is a distinction without a difference,
however, for two reasons. First, the word “practicable” itself connotes reasonableness. See,
e.g., Practicable, Black’s Law Dictionary (11th ed. 2019). Second, this Court has previously
construed the two standards as identical. See Battles v. Bywater, LLC, 2014 NCBC LEXIS
54, at *23–24 (N.C. Super Ct. Oct. 31, 2014).

40 (See Compl. ¶¶ 20–21, 28–30; Operating Agreements arts. 3.1–3.2.)
Plaintiffs have additionally pleaded that they are deadlocked on the use of the

Property, there is no mechanism in the Operating Agreements to break the deadlock,

the LLCs have not conducted any economically useful activity since 2004, 41 and there

is no other way for the LLCs to conduct any business, realize any profit, or dispose of

any assets so long as the unbreakable deadlock persists. 42 The Court concludes that

these allegations are sufficient to show that it is not practicable to conduct the LLCs’

business in conformance with the operating agreements and Chapter 57D.

32. The Court finds support for its conclusion from courts in other jurisdictions.

For example, in Kirksey v. Grohmann, 2008 SD 76, 754 N.W.2d 825, four sisters

formed an LLC to manage land their parents bequeathed them. Id. ¶¶ 2–3.

Eventually, the sisters reached a two-to-two impasse on how to use or dispose of the

land. Id. ¶¶ 26–27. Even though, as here, the deadlock did not threaten the LLC’s

existence or financial vitality, and the LLC could continue to hold the land, the

Supreme Court of South Dakota held, under South Dakota’s “not reasonably

practicable” standard, that the lack of any means to break the deadlock frustrated

the business of the LLC and rendered judicial dissolution proper. Id.

33. Courts in other states have ordered dissolution on broadly similar facts. See,

e.g., Haley v. Talcott, 864 A.2d 86, 96, 98 (Del. Ch. 2004) (ordering dissolution under

Delaware’s “not reasonably practicable” standard where the LLC, while continuing

to “technically function[ ],” existed under a “residual, inertial status quo”); In re Cat

41 (See Compl. ¶¶ 18, 21–27.)

42 (See generally Compl.)
Island Club, LLC, 11-1557, pp. 6–7 (La. App. 3 Cir. 5/2/12), 94 So.3d 75, 79–80

(affirming dissolution under Louisiana’s “not reasonably practicable” standard where

parties were unable “to work toward any goals or reasons for continued association

with each other”); Venture Sales, LLC v. Perkins, 10-CA-01552-SCT (¶¶ 12–29) (Miss.

2012) (holding that the trial court did not abuse its discretion by granting dissolution

under Mississippi’s “not reasonably practicable” standard when the LLC “ha[d]

existed for more than ten years and ha[d] yet to achieve . . . its stated purpose[ ]”).

34. Accordingly, based on the above and in the absence of any contrary guidance

from North Carolina’s appellate courts, the Court concludes that Plaintiffs have

sufficiently pleaded their claim for judicial dissolution to survive dismissal under

Rule 12(b)(6). Defendant’s Motion shall therefore be denied.

IV.

CONCLUSION

35. WHEREFORE, for the foregoing reasons, the Court hereby DENIES the

Charles Trust’s Motion to Dismiss.

SO ORDERED, this the 9th day of December, 2022.

/s/ Louis A. Bledsoe, III
Louis A. Bledsoe, III
Chief Business Court Judge