![]() Nelson owns 10 membership units." Nelson appealed the Business Court's pre-trial dismissal of his damages claims, and the Court of Appeals affirmed the Business Court's ruling. " The Business Court further ordered that Alliance's Board of Directors "adopt a resolution, or otherwise amend the corporate records, to reflect that Kenneth E. On 27 March 2015, the Business Court entered an order declaring Nelson to be "the holder of 10 membership units in Alliance. The jury was not asked, however, to determine the total number of membership units existing in Alliance, thereby leaving unanswered the precise percentage of Nelson's ownership interest in Alliance. Nelson?" The jury answered in the affirmative. 2 All of Nelson's claims were dismissedĭefendants, conversely, contended that Nelson had been granted only a 10% interest.Ī trial was held on the declaratory judgment claim beginning on 16 March 2015, and at the close of the evidence, the jury was tasked with answering-along with an additional question not relevant to this appeal-the following question: "Did Alliance's board of directors issue 10 membership units to Kenneth E. On 25 February 2011, Nelson filed a lawsuit (the Nelson Action) in Superior Court, Wake County, against Alliance, Axis, and Tweeten (collectively, the Alliance Defendants) in which he asserted claims for (1) breach of fiduciary duty (2) constructive fraud (3) judicial dissolution of Alliance (4) a declaratory judgment regarding the extent of Nelson's ownership in Alliance's "membership interest units" and (5) wrongful termination. He served in that role until 31 January 2011. Nelson was also made a director of Alliance and later became Chief Financial Officer of the company. In 2008, Tweeten reached an oral agreement with Nelson that granted him a limited ownership interest in Alliance. ![]() Around this same time, Tweeten hired Nelson as a consultant to help him acquire the remainder of Alliance. In 2007, Axis purchased a 51% interest in Alliance. In order to fully analyze the issues before us in this appeal, it is necessary to review in some detail the extensive factual and procedural history between the parties. ![]() Orlando is a judgment creditor of Nelson. Axis is wholly owned and managed by an individual named Rolf Tweeten. (Axis) is an Illinois corporation that is the majority owner of Alliance. Nelson is a former employee of Alliance who possesses an ownership interest in the company. Alliance is a Georgia company that provides hotel management services with its principal place of business in North Carolina. This appeal arises from the latest lawsuit in protracted litigation between Kenneth Nelson Alliance Hospitality Management, LLC (Alliance) and Orlando Residence, Ltd. Different grounds than those relied upon by the Business Court, we modify and affirm the decision of the Business Court.
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