29 North Carolina opinions name it 3 courts 2006–2026 9 in the last five years
The cases below were cited by North Carolina courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Bluebird Corp. v. Aubingreen2 sentences2025Stat. § 34 -255i(a) provides in pertinent part: In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's 123 The internal affairs doctrine is “a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs–matters peculiar to the relationships among or between the corporation and its current officers, directo 2023“The internal affairs doctrine is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation's internal affairs . . . because otherwise a corporation could be faced with conflicting demands.” Bluebird Corp. v. Aubin, 188 N.C. | 15 | 19 |
Edgar v. Mite Corp.green2 sentences2025See N.C.G.S. § 59-901 (“[T]he laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners[.]”); see also Edgar v. MITE Corp. 457 U.S. 624, 645 (1982) (“The internal affairs doctrine is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs[—]matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders[—]because otherwise a corporation 6 On 4 December 20 2019While the internal affairs doctrine “recognizes that only one State should have the authority to regulate a corporation’s internal affairs,” Edgar v. MITE Corp., 457 U.S. 624, 645 (1982), it does not follow that the doctrine compels an exclusive forum as the purpose of the doctrine is to dictate the substantive law to be applied, see Haberland v. Bulkeley, 896 F. Supp. 2d 410, 420 (E.D.N.C. 2012) (“Under North Carolina law, the substantive law of a corporation’s state of incorporation governs suits involving ‘[the] corporation’s internal affairs—matters peculiar to the relationships among or b | 7 | 8 |
Dassault Falcon Jet Corp. v. Oberflex, Inc.green2 sentences2014At least one federal court applying North Carolina law concluded that, if faced with the issue, the North Carolina Supreme Court “would adopt the internal affairs doctrine and apply the law of the state of incorporation.” Dassault Falcon Jet Corp. v. Oberflex, Inc., 909 F.Supp. 345, 349 (M.D.N.C. 1995). 2006Although a federal court opined that “if the North Carolina Supreme Court were faced with a choice of law question for piercing the corporate veil, it would adopt the internal affairs doctrine and apply the law of the state of incorporation,” Dassault Falcon Jet Corp. v. Oberflex, Inc., 909 F. Supp. 345, 349 (M.D.N.C. 1995), North Carolina courts have not ruled definitively. | 5 | 5 |
Boudreau v. Baughmangreen2 sentences2026North Carolina’s “traditional conflict of laws rule is that matters affecting the substantial rights of the parties are determined by lex loci, the law of the situs of the claim.” See Boudreau, 322 N.C. at 335 (“For actions sounding in tort, the state where the injury occurred is considered the situs of the claim.”); Camacho, 2016 NCBC LEXIS 81 , at *17 (considering breach of fiduciary duty claim to sound in tort). 2016See Boudreau v. Baughman, 322 N.C. 331, 335 , 340 368 S.E.2d 849, 854, 857 (1988) (noting that “procedural rights are determined by lex fori, the law of the forum,” and that “[o]rdinary statutes of limitation are clearly procedural”). {30} Both North Carolina law and Delaware law apply a three-year statute of limitations to a breach-of-fiduciary-duty claim. | 2 | 2 |
Atherton v. Federal Deposit Insurance Corp.green1 sentence2025App. at 673 , 680—81 (applying the law of New York under the internal affairs doctrine where the plaintiff was a New York corporation); Atherton v. F.D.I.C., 519 U.S. 213, 224 (1997) (“States normally look to the State of a business’ incorporation for the law that provides the relevant corporate governance general standard of care.”). | 1 | 1 |
Haberland ex rel. Dex One Corp. v. Bulkeleygreen1 sentence2019While the internal affairs doctrine “recognizes that only one State should have the authority to regulate a corporation’s internal affairs,” Edgar v. MITE Corp., 457 U.S. 624, 645 (1982), it does not follow that the doctrine compels an exclusive forum as the purpose of the doctrine is to dictate the substantive law to be applied, see Haberland v. Bulkeley, 896 F. Supp. 2d 410, 420 (E.D.N.C. 2012) (“Under North Carolina law, the substantive law of a corporation’s state of incorporation governs suits involving ‘[the] corporation’s internal affairs—matters peculiar to the relationships among or b | 1 | 1 |
Azure Dolphin, LLC v. Bartongreen2 sentences2019Tennessee law likewise controls if interpretation of the contractual provisions of the LPA trigger the internal affairs doctrine, which provides that, “with respect to limited partnerships, ‘the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs[.]’” Azure Dolphin, LLC v. Barton, 371 N.C. 579, 596 , 821 S.E.2d 711, 723 (2018) (quoting N.C.G.S. § 59-901)); see Mancinelli v. Momentum Res., Inc., 2012 NCBC LEXIS 30 , at *5 n.9 (N.C. 2019Tennessee law likewise controls if interpretation of the contractual provisions of the LPA trigger the internal affairs doctrine, which provides that, “with respect to limited partnerships, ‘the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs[.]’” Azure Dolphin, LLC v. Barton, 371 N.C. 579, 596 , 821 S.E.2d 711, 723 (2018) (quoting N.C.G.S. § 59-901)); see Mancinelli v. Momentum Res., Inc., 2012 NCBC LEXIS 30 , at *5 n.9 (N.C. | 1 | 1 |
McDermott Inc. v. Lewisgreen2 sentences2012The internal affairs doctrine "serves the vital need for a single, constant and equal law to avoid the fragmentation of continuing, interdependent internal relationships." McDermott Inc. v. Lewis, 531 A.2d 206, 217 (Del. 1987) (citation ommited). [12] The Restatement of Conflict of Laws further explains the doctrine by offering examples of internal affairs, including: [S]teps taken in the course of the original incorporation, the election or appointment of directors and officers, the adoption of by-laws, the issuance of corporate shares, preemptive rights, the holding of directors' and shareho 2012See Tyco Int'l Ltd. v. Walsh, 751 F. Supp. 2d 606, 619 (S.D.N.Y. 2010), rev'd on other grounds, (discussing the rationale behind the "internal affairs doctrine" and recognizing that "[t]he state of incorporation maintains the greatest interest in regulating the conduct of corporations."); McDermott, 531 A.2d at 216 ("The policy underlying the internal affairs doctrine is an important one, and we decline to erode the principle . . . ."); Classic Coffee, 2006 NCBC 21, ¶ 89 (recognizing the "importance of the 'internal affairs doctrine' to the consistent application of the corporate law of [North | 1 | 1 |
PHP Liquidating, LLC v. Robbins (In Re PHP Healthcare Corp.)green1 sentence2012In re PHP Healthcare Corp., 128 F. App'x 839, 843 (3d Cir. 2005) (citing Restatement (Second) of Conflict of Laws § 302 cmt. a (1971)) (emphasis added); see also In re Harnischfeger Indus., Inc., 293 B.R. 650, 662 (D. | 1 | 1 |
In Re Harnischfeger Industries, Inc.green1 sentence2012In re PHP Healthcare Corp., 128 F. App'x 839, 843 (3d Cir. 2005) (citing Restatement (Second) of Conflict of Laws § 302 cmt. a (1971)) (emphasis added); see also In re Harnischfeger Indus., Inc., 293 B.R. 650, 662 (D. | 1 | 1 |
Meiselman v. Meiselmangreen2 sentences2012“The doctrine of corporate opportunity is ‘a species of the duty of a fiduciary to act with undivided loyalty . . . .’” Meiselman v. Meiselman, 309 N.C. 279, 307 , 307 S.E.2d 551, 568 (1983). 2012“The doctrine of corporate opportunity is ‘a species of the duty of a fiduciary to act with undivided loyalty . . . .’” Meiselman v. Meiselman, 309 N.C. 279, 307 , 307 S.E.2d 551, 568 (1983). | 1 | 1 |
Tyco International Ltd. v. Walshgreen1 sentence2012See Tyco Int'l Ltd. v. Walsh, 751 F. Supp. 2d 606, 619 (S.D.N.Y. 2010), rev'd on other grounds, (discussing the rationale behind the "internal affairs doctrine" and recognizing that "[t]he state of incorporation maintains the greatest interest in regulating the conduct of corporations."); McDermott, 531 A.2d at 216 ("The policy underlying the internal affairs doctrine is an important one, and we decline to erode the principle . . . ."); Classic Coffee, 2006 NCBC 21, ¶ 89 (recognizing the "importance of the 'internal affairs doctrine' to the consistent application of the corporate law of [North | 1 | 1 |
Classic Coffee Concepts, Inc. v. Andersongreen1 sentence2012See Tyco Int'l Ltd. v. Walsh, 751 F. Supp. 2d 606, 619 (S.D.N.Y. 2010), rev'd on other grounds, (discussing the rationale behind the "internal affairs doctrine" and recognizing that "[t]he state of incorporation maintains the greatest interest in regulating the conduct of corporations."); McDermott, 531 A.2d at 216 ("The policy underlying the internal affairs doctrine is an important one, and we decline to erode the principle . . . ."); Classic Coffee, 2006 NCBC 21, ¶ 89 (recognizing the "importance of the 'internal affairs doctrine' to the consistent application of the corporate law of [North | 1 | 1 |
Copley Triangle Associates v. Apparel America, Inc.green1 sentence2006See Copley Triangle Associates v. Apparel America, Inc., 96 N.C. | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in North Carolina. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Munson v. Valley Energy Investment Fund, U. S., LP
green
1 sentence2018Fund, U.S., LP , 264 Or. | 1 | 2018–2018 |
TC INVESTMENTS, CORP. v. Becker
green
2 sentences2018Although this doctrine arose in the corporate context, plaintiffs assert that the internal affairs doctrine "has also been applied with respect to the internal affairs of limited liability companies and limited partnerships," citing TC Invs., Corp. v. Becker , 733 F.Supp.2d 266 , 282 (D.P.R. 2010). 2018Lastly, plaintiffs contend that "it is not clear that the claims for removal of [Mr.] Barton as manager or general partner of the Entity Appellees are purely derivative." After recognizing that decisions from other jurisdictions have determined that similar removal claims in the limited liability company and limited partnership context are derivative in nature, plaintiffs argue that, "in accordance with the internal affairs doctrine, courts look to the state of an entity's organization to determine whether a particular claim is derivative or direct," citing Becker , 733 F.Supp.2d at 282 , and | 1 | 2018–2018 |
Dalton v. Camp
green
2 sentences2016Where, as here, the facts are undisputed, summary judgment “is designed to eliminate the necessity of a formal trial where only questions of law are involved and a fatal weakness in the claim of a party is exposed.” Id. at 650 , 548 S.E.2d at 707 . {28} The parties agree that the internal-affairs doctrine dictates that Delaware, Engineous’s state of incorporation, provide the law that governs the substantive elements of Plaintiffs’ breach-of-fiduciary-duty claims against Engineous’s former directors. 2016Where, as here, the facts are undisputed, summary judgment “is designed to eliminate the necessity of a formal trial where only questions of law are involved and a fatal weakness in the claim of a party is exposed.” Id. at 650 , 548 S.E.2d at 707 . {28} The parties agree that the internal-affairs doctrine dictates that Delaware, Engineous’s state of incorporation, provide the law that governs the substantive elements of Plaintiffs’ breach-of-fiduciary-duty claims against Engineous’s former directors. | 1 | 2016–2016 |
Counted by distinct opinions that both name this issue and are annotated to the section; sections every opinion cites regardless of issue are not filtered here, so read the counts against the total above.
Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.