{ "id": 4181006, "name": "MITCHELL, BREWER, RICHARDSON, ADAMS, BURGE & BOUGHMAN, PLLC; GLENN B. ADAMS; HAROLD L. BOUGHMAN, JR.; and VICKIE L. BURGE, Plaintiffs v. COY E. BREWER, JR.; RONNIE A. MITCHELL; WILLIAM O. RICHARDSON; and CHARLES BRITTAIN, Defendants", "name_abbreviation": "Mitchell, Brewer, Richardson, Adams, Burge & Boughman, PLLC v. Brewer", "decision_date": "2011-02-01", "docket_number": "No. COA09-1020", "first_page": "369", "last_page": "393", "citations": [ { "type": "official", "cite": "209 N.C. App. 369" } ], "court": { "name_abbreviation": "N.C. Ct. App.", "id": 14983, "name": "North Carolina Court of Appeals" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "652 S.E.2d 713", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12639753 ], "year": 2007, "pin_cites": [ { "page": "717", "parenthetical": "recognizing that '[t]he use of the word 'may' has been interpreted by our Supreme Court to connote discretionary power, rather than an obligatory one'" } ], "opinion_index": 0, "case_paths": [ "/se2d/652/0713-01" ] }, { "cite": "658 S.E.2d 33", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12640628 ], "weight": 2, "year": 2008, "opinion_index": 0, "case_paths": [ "/se2d/658/0033-01" ] }, { "cite": "658 S.E.2d 662", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12640674 ], "year": 2008, "opinion_index": 0, "case_paths": [ "/se2d/658/0662-01" ] }, { "cite": "362 N.C. 180", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 12640567 ], "year": 2008, "opinion_index": 0, "case_paths": [ "/se2d/657/0669-02" ] }, { "cite": "652 S.E.2d 302", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12639686 ], "year": 2007, "pin_cites": [ { "page": "304" } ], "opinion_index": 0, "case_paths": [ "/se2d/652/0302-01" ] }, { "cite": "652 S.E.2d 231", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12639662 ], "year": 2007, "pin_cites": [ { "page": "235", "parenthetical": "\"An LLC is a statutory form of business organization ... that combines characteristics of business corporations and partnerships.\" (quotation marks omitted)" } ], "opinion_index": 0, "case_paths": [ "/se2d/652/0231-01" ] }, { "cite": "259 S.E.2d 558", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1979, "pin_cites": [ { "page": "563", "parenthetical": "stating that 'the use of 'may' generally connotes permissive or discretionary action and does not mandate or compel a particular act.'" } ], "opinion_index": 0 }, { "cite": "298 N.C. 476", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8572766 ], "year": 1979, "pin_cites": [ { "page": "483", "parenthetical": "stating that 'the use of 'may' generally connotes permissive or discretionary action and does not mandate or compel a particular act.'" } ], "opinion_index": 0, "case_paths": [ "/nc/298/0476-01" ] }, { "cite": "404 S.E.2d 869", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 4, "year": 1991, "opinion_index": 0 }, { "cite": "328 N.C. 732", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2538019, 2539562, 2545331, 2540404, 2539003 ], "year": 1991, "opinion_index": 0, "case_paths": [ "/nc/328/0732-03", "/nc/328/0732-02", "/nc/328/0732-01", "/nc/328/0732-04", "/nc/328/0732-05" ] }, { "cite": "394 S.E.2d 292", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1990, "pin_cites": [ { "page": "294" }, { "page": "294" } ], "opinion_index": 0 }, { "cite": "99 N.C. App. 757", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8524993 ], "weight": 2, "year": 1990, "pin_cites": [ { "page": "759-60" }, { "page": "759-60" } ], "opinion_index": 0, "case_paths": [ "/nc-app/99/0757-01" ] }, { "cite": "34 S.E.2d 430", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1945, "pin_cites": [ { "parenthetical": "plaintiff could not use a restitution theory for recovering the balance of a promissory note secured by a deed of trust when plaintiff had the legal remedy of foreclosure" } ], "opinion_index": 0 }, { "cite": "225 N.C. 293", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8606315 ], "year": 1945, "pin_cites": [ { "parenthetical": "plaintiff could not use a restitution theory for recovering the balance of a promissory note secured by a deed of trust when plaintiff had the legal remedy of foreclosure" } ], "opinion_index": 0, "case_paths": [ "/nc/225/0293-01" ] }, { "cite": "152 S.E.2d 214", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1967, "pin_cites": [ { "parenthetical": "plaintiff cannot invoke a constructive trust on property disposed of by will when a direct attack by will caveat 'gave her a full and complete remedy at law'" } ], "opinion_index": 0 }, { "cite": "269 N.C. 200", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8562504 ], "year": 1967, "pin_cites": [ { "parenthetical": "plaintiff cannot invoke a constructive trust on property disposed of by will when a direct attack by will caveat 'gave her a full and complete remedy at law'" } ], "opinion_index": 0, "case_paths": [ "/nc/269/0200-01" ] }, { "cite": "275 S.E.2d 277", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1981, "pin_cites": [ { "page": "282", "parenthetical": "plaintiff could not use an equitable restitution claim when plaintiff had a legal remedy for breach of the covenant against encumbrances" } ], "opinion_index": 0 }, { "cite": "51 N.C. App. 19", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 2645492 ], "year": 1981, "pin_cites": [ { "page": "25", "parenthetical": "plaintiff could not use an equitable restitution claim when plaintiff had a legal remedy for breach of the covenant against encumbrances" } ], "opinion_index": 0, "case_paths": [ "/nc-app/51/0019-01" ] }, { "cite": "267 S.E.2d 660", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1980, "pin_cites": [ { "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "299 N.C. 735", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8575936, 8575907, 8575876, 8575890, 8575922 ], "year": 1980, "pin_cites": [ { "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc/299/0735-05", "/nc/299/0735-03", "/nc/299/0735-01", "/nc/299/0735-02", "/nc/299/0735-04" ] }, { "cite": "261 S.E.2d 275", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1980, "pin_cites": [ { "page": "276", "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "44 N.C. App. 469", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8553638 ], "year": 1980, "pin_cites": [ { "page": "470", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/44/0469-01" ] }, { "cite": "562 S.E.2d 82", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2002, "pin_cites": [ { "page": "95" } ], "opinion_index": 0 }, { "cite": "149 N.C. App. 672", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9131361 ], "year": 2002, "pin_cites": [ { "page": "690" } ], "opinion_index": 0, "case_paths": [ "/nc-app/149/0672-01" ] }, { "cite": "463 S.E.2d 584", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1995, "pin_cites": [ { "page": "588" } ], "opinion_index": 0 }, { "cite": "120 N.C. App. 768", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 11918064 ], "year": 1995, "pin_cites": [ { "page": "773" } ], "opinion_index": 0, "case_paths": [ "/nc-app/120/0768-01" ] }, { "cite": "189 N.C. App. 232", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 4157152 ], "weight": 4, "year": 2008, "pin_cites": [ { "page": "234" }, { "page": "247" } ], "opinion_index": 0, "case_paths": [ "/nc-app/189/0232-01" ] }, { "cite": "314 S.E.2d 801", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1984, "pin_cites": [ { "page": "803", "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "68 N.C. App. 246", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8526962 ], "year": 1984, "pin_cites": [ { "page": "249", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/68/0246-01" ] }, { "cite": "591 S.E.2d 577", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2004, "pin_cites": [ { "page": "582", "parenthetical": "citations and quotation marks omitted" } ], "opinion_index": 0 }, { "cite": "162 N.C. App. 457", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8917911 ], "year": 2004, "pin_cites": [ { "page": "463", "parenthetical": "citations and quotation marks omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/162/0457-01" ] }, { "cite": "544 S.E.2d 821", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2001, "pin_cites": [ { "page": "824" } ], "opinion_index": 0 }, { "cite": "143 N.C. App. 136", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 11433631 ], "year": 2001, "pin_cites": [ { "page": "140" } ], "opinion_index": 0, "case_paths": [ "/nc-app/143/0136-01" ] }, { "cite": "405 U.S. 727", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 11723565 ], "weight": 3, "year": 1972, "pin_cites": [ { "page": "804" } ], "opinion_index": 0, "case_paths": [ "/us/405/0727-01" ] }, { "cite": "574 S.E.2d 48", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2002, "pin_cites": [ { "page": "51" } ], "opinion_index": 0 }, { "cite": "155 N.C. App. 110", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9249087 ], "year": 2002, "pin_cites": [ { "page": "113" } ], "opinion_index": 0, "case_paths": [ "/nc-app/155/0110-01" ] }, { "cite": "675 S.E.2d 693", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 3, "year": 2009, "pin_cites": [ { "page": "694" }, { "page": "694" }, { "page": "694" } ], "opinion_index": 0 }, { "cite": "186 N.C. App. 624", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8159238 ], "year": 2007, "pin_cites": [ { "page": "626" } ], "opinion_index": 0, "case_paths": [ "/nc-app/186/0624-01" ] }, { "cite": "689 S.E.2d 408", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2009, "pin_cites": [ { "page": "409", "parenthetical": "holding that \"although this appeal is interlocutory, as the trial court's order did not dispose of all claims, we will review this appeal as the trial court certified the order for appeal and 'review will avoid piecemeal litigation.' ''(citation omitted)" } ], "opinion_index": 0 }, { "cite": "679 S.E.2d 410", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2009, "pin_cites": [ { "page": "412", "parenthetical": "citations and quotation marks omitted" } ], "opinion_index": 0 }, { "cite": "265 S.E.2d 484", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1980, "pin_cites": [ { "page": "485", "parenthetical": "\"An order is interlocutory if it does not determine the issues but directs some further proceeding preliminary to final decree.\" (citation and quotation marks omitted)" } ], "opinion_index": 0 }, { "cite": "46 N.C. App. 622", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8552598 ], "year": 1980, "pin_cites": [ { "page": "624", "parenthetical": "\"An order is interlocutory if it does not determine the issues but directs some further proceeding preliminary to final decree.\" (citation and quotation marks omitted)" } ], "opinion_index": 0, "case_paths": [ "/nc-app/46/0622-01" ] }, { "cite": "398 S.E.2d 445", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 7, "year": 1990, "pin_cites": [ { "page": "530" }, { "page": "447" }, { "page": "531" }, { "page": "447" } ], "opinion_index": 0 }, { "cite": "327 N.C. 526", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2493040 ], "year": 1990, "opinion_index": 0, "case_paths": [ "/nc/327/0526-01" ] }, { "cite": "558 S.E.2d 490", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2002, "pin_cites": [ { "page": "493" } ], "opinion_index": 0 }, { "cite": "355 N.C. 161", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 220182 ], "year": 2002, "pin_cites": [ { "page": "164" } ], "opinion_index": 0, "case_paths": [ "/nc/355/0161-01" ] }, { "cite": "361 N.C. 630", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 3743751 ], "year": 2007, "pin_cites": [ { "page": "636", "parenthetical": "\"An LLC is a statutory form of business organization ... that combines characteristics of business corporations and partnerships.\" (quotation marks omitted)" } ], "opinion_index": 0, "case_paths": [ "/nc/361/0630-01" ] } ], "analysis": { "cardinality": 1536, "char_count": 64176, "ocr_confidence": 0.737, "pagerank": { "raw": 7.683555638723413e-08, "percentile": 0.4530899291811994 }, "sha256": "8e5cfb91159a4896e2ac85b4c47946c550c3d71d3cd96f3c14a447eee6d2d97a", "simhash": "1:1baacc9063fe4cd6", "word_count": 10271 }, "last_updated": "2023-07-14T17:06:47.704823+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges GEER and ELMORE concur." ], "parties": [ "MITCHELL, BREWER, RICHARDSON, ADAMS, BURGE & BOUGHMAN, PLLC; GLENN B. ADAMS; HAROLD L. BOUGHMAN, JR.; and VICKIE L. BURGE, Plaintiffs v. COY E. BREWER, JR.; RONNIE A. MITCHELL; WILLIAM O. RICHARDSON; and CHARLES BRITTAIN, Defendants" ], "opinions": [ { "text": "STROUD, Judge.\nAn old saying declares that \u201cthe cobbler\u2019s children have no shoes.\u201d Lawyers may suffer from the same problem, if they are too busy dealing with their clients\u2019 legal affairs to address their own. This case arises because the members of a law firm organized as a PLLC did not adopt an operating agreement or any other documents governing the operation of the PLLC. In their actions and communications relevant to the individual plaintiffs\u2019 cessation of practice with the individual defendants, the parties at times seem to treat their business as a partnership and at other times as a PLLC, and certainly a PLLC has elements of both types of business entities. See Hamby v. Profile Products, L.L.C., 361 N.C. 630, 636, 652 S.E.2d 231, 235 (2007) (\u201cAn LLC is a statutory form of business organization ... that combines characteristics of business corporations and partnerships.\u201d (quotation marks omitted)). Plaintiffs\u2019 theory of this case is based upon their argument that when the law firm broke up, they did not withdraw from the PLLC, but the PLLC must be dissolved pursuant to N.C. Gen. Stat. \u00a7 57C-6-02; defendants\u2019 theory is that plaintiffs withdrew from the PLLC, which did not dissolve, nor is it subject to judicial dissolution based upon the plaintiffs\u2019 actions. All of the parties\u2019 many claims, counterclaims, and defenses stand or fall based upon the answer to the question of whether this is a case of dissolution or withdrawal.\nGlenn B. Adams, Harold L. Boughman, Jr., and Vickie L. Burge as individual members of the law firm of Mitchell, Brewer, Richardson, Adams, Burge & Boughman, PLLC (\u201cthe PLLC\u201d) and derivatively on behalf of the PLLC (collectively referred to as \u201cplaintiffs\u201d) appeal from the business court\u2019s order granting partial summary judgment in favor of defendants Coy E. Brewer, Jr., Ronnie A. Mitchell, William O. Richardson, and Charles Brittain on the basis of equitable estoppel. Defendants Brewer and Mitchell (collectively referred to as \u201cdefendants\u201d) appeal from the business court\u2019s denial of their motion for summary judgment based on plaintiffs\u2019 lack of standing. For the following reasons, we affirm the business court\u2019s ruling on partial summary judgment as to standing, reverse the business court\u2019s ruling on partial summary judgment as to equitable estoppel, and remand for further proceedings.\nI. Background\nMost of the facts surrounding the operation and breakup of the PLLC are undisputed. Plaintiffs Adams, Burge, and Boughman and defendants Brewer, Mitchell, and Richardson began practicing law together in 2000, as a North Carolina Professional Limited Liability Company (referred to herein as \u201cthe PLLC\u201d). Defendant Brittain became a member of the PLLC in 2003. The parties never entered into a written operating agreement or any other written documents or agreements setting forth their rights and responsibilities as members of the PLLC during the time when they practiced law together.\nOn 14 June 2005, the members met to discuss the economic performance of the PLLC. Defendant Brewer raised questions as to the revenues generated by plaintiffs. Plaintiffs\u2019 understanding was that defendant Brewer wished to change the percentages for distribution of the PLLC\u2019s profits. At some point during the meeting, plaintiff Adams stood up and said, \u201cI see where this is going. I\u2019m out of here[,]\u201d and clarified that he \u201cmeant [he was] out of the firm[,]\u201d and for them to \u201c[d]raw the papers up.\u201d A few minutes after plaintiff Adams left, plaintiff Boughman said, \u201cWell, I\u2019m going too[,]\u201d and also left the room. Following his departure, plaintiff Adams sent an email to the PLLC members stating: \u201ci [sic] would expect my share of revenue and compensation to equal my share of ownership . . . that would include any revenue from this day forward, please [sic] let me know who i [sic] need to speak with concerning my leaving the firm.\u201d Before the end of June 2005, plaintiff Burge also informed defendants that she was leaving the PLLC and would join the other two plaintiffs in forming a new law practice.\nFollowing these events, plaintiffs began making plans to establish a new law firm. Sometime around late June or early July 2005, plaintiff Adams and defendant Brewer met to discuss the PLLC. Plaintiffs Burge and Boughman had picked plaintiff Adams to represent them at this meeting and defendants Mitchell, Richardson, and Brittain had chosen defendant Brewer to represent them. Plaintiff Adams and defendant Brewer agreed on some of the material issues related to the PLLC breakup, including the distribution of office furnishings and equipment, and renting office space. However, they could not come to an agreement on the division of financial assets and liabilities of the PLLC, as plaintiffs believed they were entitled to a share of the future contingent fees generated by cases pending prior to 14 June 2005, and defendant Brewer \u201cfirmly disagreed with that.\u201d\nOn or about 8 July 2005, defendant Brewer sent a memorandum entitled \u201cWinding up of affairs; dissolution of partnership\u201d (\u201cthe Brewer memo\u201d) to the members of the PLLC. The Brewer memo explained that \u201c[i]n the absence of any agreement concerning the withdrawal from our law firm of [plaintiffs], the remaining members of the firm are effectuating a winding up of the operation of the law firm as it was previously constituted which we firmly believe to be in all respects fair and equitable.\u201d Further, the Brewer memo stated that defendants had paid off the PLLC\u2019s debts, including lines of credit and other PLLC expenses, with proceeds from a class action case managed by defendants Mitchell and Brewer. The Brewer memo also stated that defendants were distributing the remaining assets to the members based on their membership interests. The Brewer memo further claimed that the disputed pending contingent fee cases had \u201cno ascertainable present value\u201d and that plaintiffs would be reimbursed for the expenses that the PLLC advanced through loans related to the contingent cases if the PLLC recovered a fee from that individual contingent fee case according to the \u201cagreed compensation formula.\u201d Enclosed in copies of the Brewer memo sent to plaintiffs were checks for the amounts to be distributed to plaintiffs under the terms of the Brewer memo. Plaintiffs never cashed these checks. The Brewer memo repeatedly referred to plaintiffs as \u201cwithdrawing members\u201d but also stated that defendants are \u201cwinding up\u201d the PLLC. In his deposition, defendant Brewer explained that he was using these terms in a \u201cnontechnical sense[.]\u201d Defendant Brewer explained that by the term \u201cwithdrawal\u201d he meant that \u201c[plaintiffs] made it clear to me that they no longer wanted to practice law with me and wanted instead to practice law together and separate and apart from me and my law practice.\u201d Defendant Brewer never discussed the content of the Brewer memo with plaintiffs. Defendant Brewer also stated that the PLLC received a fee from one of the disputed contingent fee cases but had not reimbursed plaintiffs their shares of the expenses from that case, as the Brewer memo had described, because he knew plaintiffs had not negotiated the checks tendered with the Brewer memo and issuing reimbursement checks would have been \u201cfutile.\u201d\nOn 17 August 2005, plaintiff Boughman wrote a letter to a BB&T, bank representative informing the bank that \u201cthe law firm previously known as Mitchell, Brewer, Richardson, Adams, Burge and Boughman [had] dissolvedf,]\u201d to request documentation \u201cshowing that all of the debts owed to BB&T by [the PLLC members] had been satisfied and cancelled, and to inform the bank that plaintiffs \u201cdo not consent to any funds being lent on any notes that we executed.\u201d Defendants took steps to close the PLLC consistent with State Bar rules but did not complete that process due to a computer crash. Plaintiffs\u2019 counsel sent defendants a letter dated 6 January 2006 to set up a time to discuss the financial issues related to the PLLC\u2019s breakup, including the disputed contingent fee cases, and another follow-up letter, dated 21 June 2006, stating that plaintiffs viewed the breakup as a dissolution.\nOn 5 July 2006, plaintiffs filed suit against defendants Brewer, Mitchell, Richardson, and Brittain. Plaintiffs\u2019 complaint set forth claims for (1) an accounting to the PLLC, (2) an accounting to plaintiffs, (3) demand for liquidating distribution, (4) constructive fraud/ breach of fiduciary duty, and (5) unfair and deceptive trade practices. Plaintiffs also sought a judicial dissolution of the PLLC. Plaintiffs raised these claims individually and derivatively on behalf of the PLLC. The case was designated a complex business case by order from the Chief Justice of the North Carolina Supreme Court and was assigned to the Business Court. Plaintiffs amended their complaint three times, on or about 7 August 2006, 23 May 2007, and 17 February 2009. On 1 November 2006, defendants moved to dismiss plaintiffs\u2019 complaint. By order dated 8 May 2007, the business court denied defendants\u2019 motion to dismiss. On 13 June 2007, defendants filed their answer, raising multiple defenses and the following counterclaims: (1) a declaratory judgment that plaintiffs withdrew from the PLLC; (2) a declaratory judgment that plaintiffs were equitably estopped from denying that they agreed to a dissolution of the PLLC pursuant to the terms in the Brewer memo; (3) in the alternate, breach of fiduciary duty; (4) the conversion/misappropriation of the PLLC assets; (5) unjust enrichment for failure to account to the PLLC; (6) constructive trust, equitable lien and/or resulting trust; (7) breach of fiduciary duty in connection with \u201cthe defense of [a] malpractice action[;]\u201d (8) unjust enrichment in connection with \u201cthe defense of [a] malpractice actionf;]\u201d (9) breach of fiduciary duty/ultra vires act; and (10) demand for statutory distribution of assets. On 19 October 2007, the business court entered a \u201cRevised Consent Order Modifying Cases Management Order[,]\u201d which limited discovery and initial motions for partial summary judgment to the issues of withdrawal, dissolution, terms of dissolution, estoppel, the parties\u2019 relationship with the PLLC, and \u201cthe scope of any remaining issues in dispute.\u201d In accord with that order, bothparties filed motions for partial summary judgment, with supporting deposition transcripts and exhibits, on 9 January 2008. Plaintiffs\u2019 motion requested judicial dissolution and dismissal of defendants\u2019 counterclaims \u201cpredicated on the proposition that no such dissolution occurred.\u201d Defendants\u2019 motion requested an order declaring that plaintiffs withdrew from the PLLC, the PLLC did not dissolve, plaintiffs are estopped from denying they withdrew from the PLLC, and plaintiffs are estopped from asserting that dissolution occurred on any terms other than the terms in the \u201cBrewer Memo.\u201d The business court heard arguments on these motions. On 4 March 2008, plaintiffs filed a motion for preliminary injunction to enjoin defendants from disbursing future contingent fees and cost reimbursements received from the disputed contingent fee cases that were subject of the litigation. By order filed 9 April 2008, the business court denied plaintiffs\u2019 motion for preliminary injunction to enjoin Defendants On 15 August 2008, defendants filed a second motion for summary judgment arguing that the PLLC lacked standing to bring this action on its own behalf and individual plaintiffs lacked standing to bring this action derivatively on behalf of the PLLC. Defendants requested the business court grant summary judgment against the PLLC and plaintiffs on all claims. No arguments were held on defendants\u2019 second motion.\nOn 31 March 2009, the business court issued its opinion on all pending motions for summary judgment. As to the issue of standing, the business court deemed the individual plaintiffs to have been members of the PLLC at the time the action was filed. The business court granted defendants\u2019 motion for partial summary judgment and dismissed plaintiffs\u2019 individual claims for an accounting to the PLLC (claim one), demand for liquidating distribution (claim three), constructive fraud/breach of fiduciary duty (claim four), and unfair and deceptive trade practices (claim five) for lack of standing. The business court denied defendants\u2019 summary judgment motion as to standing for the individual plaintiffs\u2019 claim for an accounting to plaintiffs (claim two). The business court also denied defendants\u2019 motion for partial summary judgment as to standing for plaintiffs\u2019 derivative claims for an accounting on behalf of the PLLC (claim one), demand for liquidating distribution (claim three), constructive fraud/breach of fiduciary duty (claim four), and unfair and deceptive trade practices (claim five).\nAs to the substantive issues, the business court first granted plaintiffs\u2019 motion for partial summary judgment as to defendants\u2019 counterclaim one for a declaratory judgment that plaintiffs withdrew from the PLLC and held that plaintiffs had not withdrawn from the PLLC pursuant to N.C. Gen. Stat. \u00a7 57C-5-06. As to the remainder of defendants\u2019 counterclaim one, the business court denied summary judgment as \u201cthere exist[ed] genuine issues of material fact[.]\u201d As to defendants\u2019 second counterclaim for a declaratory judgment, the business court granted partial summary judgment for defendant, and based upon application of the doctrine of equitable estoppel, declared that based on plaintiffs\u2019 actions plaintiffs\u2019 were estopped from denying their withdrawal from the PLLC as of 30 June 2005 and were to be compensated based on the \u201cfair value\u201d of the cases as of this departure date. Based on this ruling, the business court held that defendants\u2019 motion for partial summary judgment as to their counterclaims of breach of fiduciary duty (counterclaim three), conversion/misappropriation of PLLC assets (counterclaim four), unjust enrichment (counterclaim five), constructive trust, equitable lien, and/or resulting trust (counterclaim six), breach of fiduciary duty/w/ira vires act (counterclaim nine), and demand for statutory distribution of assets (counterclaim ten) were moot as they were brought in the alternative \u201c[i]f it [was] determined that the individual Plaintiffs [had] not withdrawn from the Firm[.]\u201d The business court granted defendants\u2019 motion for partial summary judgment dismissing plaintiffs\u2019 derivative claims for accounting to the PLLC (claim one), demand for liquidating distribution (claim three), constructive fraud/breach of fiduciary duty (claim four), and unfair and deceptive trade practices (claim five), finding \u201cno genuine issue of material fact[.]\u201d The business court denied defendants\u2019 motion for partial summary judgment to dismiss plaintiffs\u2019 individual claim for an accounting to plaintiffs (claim two) as there was a genuine issue of material fact as to the fair value of the individual plaintiffs\u2019 distributable interests in the PLLC as of 30 June 2005. The business court made no decision as to defendants\u2019 counterclaims seven and eight which related to \u201cthe defense of [a] malpractice action[.]\u201d Plaintiffs and defendants Brewer and Mitchell filed notices of appeal. On 16 December 2009, plaintiffs filed with this Court a motion to strike a portion of \u201cDefendant-Cross Appellee\u2019s Brief.\u201d\nII. Plaintiffs\u2019 Motion to Strike\nWe first address plaintiffs\u2019 motion to strike footnote two in \u201cDefendant-Cross Appellee\u2019s Brief\u2019 (\u201cfootnote two\u201d) pursuant to N.C.R. App. P. 10 and 37 on the basis that this footnote contains an argument based on Rule 23 of the North Carolina Rules of Civil Procedure that was not \u201c(1) presented to the trial court or (2) reflected in any of Defendants\u2019 assignments of error.\u201d Defendants\u2019 footnote two states that \u201cthis Court may properly order remand for entry of judgment in favor of Defendants\u201d because plaintiffs failed to file a verified complaint in their derivative action alleging they were members of an unincorporated association, in violation of Rule 23(b) of the North Carolina Rules of Civil Procedure. Footnote two concludes that this violation \u201calone provides this Court the ground for dismissal\u201d of plaintiffs\u2019 derivative action. N.C.R. App. P. 10(b)(1) states that \u201c[i]n order to preserve a question for appellate review, a party must have presented to the trial court a timely request, objection or motion, stating the specific grounds for the ruling the party desired the court to make if the specific grounds were not apparent from the context.\u201d Plaintiffs are correct that there is no indication in the record of any argument based on Rule 23 to the business court. Therefore, this issue is not properly before this Court and we may allow plaintiffs\u2019 motion to strike defendants\u2019 N.C. Gen. Stat. \u00a7 1A-1, Rule 23 argument contained in footnote two of \u201cDefendant-Cross Appellee\u2019s Brief\u2019 pursuant to N.C.R. App. P. 10(b)(1).\nHowever, defendants contend that failure to verify the complaint is jurisdictional and parties to an appeal may raise the issue of jurisdiction for the first time on appeal. Although defendants are correct that matters of subject matter jurisdiction may be raised at any time, see Wood v. Guilford County, 355 N.C. 161, 164, 558 S.E.2d 490, 493 (2002), the failure to verify the complaint is not a jurisdictional defect. This argument was rejected by our Supreme Court in Alford v. Shaw, 327 N.C. 526, 398 S.E.2d 445 (1990). In Shaw, the plaintiffs filed an unverified complaint in their shareholder derivative action. Id. at 530, 398 S.E.2d at 447. The defendants, citing N.C. Gen. Stat. \u00a7 1A-1, Rule 23(b), argued \u201cthat in order for the trial court to have had subject matter jurisdiction over this shareholders\u2019 derivative suit the complaint was required to be verified when originally filed, and that it is not sufficient to verify the complaint after it is filed.\u201d Id. The Court rejected this argument and held that \u201cbecause N.C.G.S. \u00a7 1A-1, Rule 23(b) addresses the procedure to be followed in, and not the substantive elements of, a shareholder\u2019s derivative suit, plaintiffs\u2019 failure to comply with the verification requirement at the time the complaint was filed is not a jurisdictional defect.\u201d Id. at 531, 398 S.E.2d at 447. The Court went on to conclude that \u201cthe defendants have waived their objection by failing to raise the issue of verification until this, the fourth time the case has been heard in the appellate division.\u201d Id. Therefore, lack of verification pursuant to N.C. Gen. Stat. \u00a7 1A-1, Rule 23(b) is not jurisdictional and defendants\u2019 arguments as to the lack of verification of the complaint are waived as they were not raised before the business court. Accordingly, defendants\u2019 argument is overruled and we grant plaintiffs\u2019 motion to strike footnote two in \u201cDefendant-Cross Appellee\u2019s Brief\u2019 pursuant to N.C.R. App. P 10.\nIII. Grounds for Appellate Review\nAs the business court\u2019s ruling did not finally dispose of all of the plaintiffs\u2019 claims and defendants\u2019 counterclaims, both plaintiffs\u2019 appeal and defendants\u2019 cross appeal are interlocutory. See Metcalf v. Palmer, 46 N.C. App. 622, 624, 265 S.E.2d 484, 485 (1980) (\u201cAn order is interlocutory if it does not determine the issues but directs some further proceeding preliminary to final decree.\u201d (citation and quotation marks omitted)).\nGenerally, there is no right of immediate appeal from an interlocutory order with two exceptions: (1) the order is final as to some claims or parties, and the trial court certifies pursuant to N.C.G.S. \u00a7 1A-1, Rule 54(b) that there is no just reason to delay the appeal, or (2) the order deprives the appellant of a substantial right that would be lost unless immediately reviewed.\nFMB, Inc. v. Creech, - N.C. App -, -, 679 S.E.2d 410, 412 (2009) (citations and quotation marks omitted). Here, the business court\u2019s order stated that \u201c[p]ursuant to authority of Rule 54(b), the court determines that there is no just reason for delay in entering final judgment as to the Claims and Counterclaims resolved[,]\u201d and \u201cexcept for future determination of the Plaintiffs\u2019 Claim Two and Defendants\u2019 First, Second, Seventh and Eight Claims stated by Counterclaim, the rulings reflected in this Order are deemed to constitute a final judgment as to all Claims and Counterclaims raised in this civil action.\u201d See N.C. Gen. Stat. \u00a7 1A-1, Rule 54(b). Even though we are not bound by the business court\u2019s Rule 54 certification, in our discretion we will review the parties\u2019 interlocutory appeals, as \u201cthere is no just reason for delay\u201d and to avoid piece-meal litigation given the multiple interrelated claims and counterclaims brought forth by the parties. See Hewett v. Weisser, - N.C. App. -, -, 689 S.E.2d 408, 409 (2009) (holding that \u201calthough this appeal is interlocutory, as the trial court\u2019s order did not dispose of all claims, we will review this appeal as the trial court certified the order for appeal and \u2018review will avoid piecemeal litigation.\u2019 \u2019\u2019(citation omitted)).\nIV. Standard of Review\nAll of plaintiffs\u2019 and defendants\u2019 assignments of error relate to the business court\u2019s ruling on their motions for summary judgment.\nSummary judgment is appropriate \u2018if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that any party is entitled to a judgment as a matter of law.\u2019 N.C. Gen. Stat. \u00a7 1A-1, Rule 56(c). \u2018A trial court\u2019s grant of summary judgment receives de novo review on appeal, and evidence is viewed in the light most favorable to the non-moving party.\u2019 Sturgill v. Ashe Memorial Hosp., Inc., 186 N.C. App. 624, 626, 652 S.E.2d 302, 304 (2007), disc. review denied, 362 N.C. 180, 658 S.E.2d 662 (2008).\nLiptrap v. Coyne, - N.C. App. -, -, 675 S.E.2d 693, 694 (2009). Plaintiffs\u2019 appeal addresses substantive issues related to the business court\u2019s ruling regarding the breakup of the PLLC but defendants\u2019 cross appeal addresses the issue of standing in addition to their arguments as to the substantive issues. As the issue of standing is jurisdictional, see Neuse River Foundation, Inc. v. Smithfield Foods, Inc., 155 N.C. App. 110, 113, 574 S.E.2d 48, 51 (2002), we will address standing before turning to the substantive merits of plaintiffs\u2019 and defendants\u2019 arguments on appeal.\nV. Standing\nDefendants contend that the business court erred in partially denying their motion for summary judgment on the issue of standing and not dismissing all of plaintiffs claims.\nThis. Court has held that\n[standing\u2019 to sue means simply that the party has a sufficient stake in an otherwise justiciable controversy to obtain judicial resolution of that controversy. Sierra Club v. Morton, 405 U.S. 727, 31 L. Ed. 2d 636 (1972). Standing is a jurisdictional issue],] . .. [and] does not generally concern the ultimate merits of a lawsuit. Id. at 804.\nTown of Ayden v. Town of Winterville, 143 N.C. App. 136, 140, 544 S.E.2d 821, 824 (2001). \u201cA party has standing to initiate a lawsuit if he is a real party in interest.\u201d Slaughter v. Swicegood, 162 N.C. App. 457, 463, 591 S.E.2d 577, 582 (2004) (citations and quotation marks omitted); N.C. Gen. Stat. \u00a7 1A-1, Rule 17(a). \u201cA real party in interest is \u2018a party who is benefitted' or injured by the judgment in the case\u2019, [citation omitted] [and] who by substantive law has the legal right to enforce the claim in question.\u201d Carolina First Nat\u2019l Bank v. Douglas Gallery of Homes, 68 N.C. App. 246, 249, 314 S.E.2d 801, 803 (1984) (citation omitted). Specifically, defendants contend that plaintiffs did not have standing to bring this action in the name of the PLLC, individually, or derivatively.\nA. Standing to Cause the PLLC to Institute an Action\nDefendants contend that, as the majority of the member-managers of the PLLC, they did not authorize nor ratify this suit but have specifically objected to it being brought against them. Defendants claim that without their authorization, plaintiffs did not have authority to cause the PLLC to institute this action. The issue of whether a co-member of an PLLC could cause the PLLC to bring a suit against another co-member was addressed in Crouse v. Mineo, 189 N.C. App. 232, 658 S.E.2d 33 (2008).\nIn Crouse, the plaintiff, a 50% member of the PLLC law firm, caused the law firm to bring suit against the defendant, the other 50% member of the PLLC law firm. Id. at 234, 658 S.E.2d at 35. The trial court dismissed plaintiff\u2019s complaint pursuant to N.C. Gen. Stat. \u00a7 1A-1, Rule 12(b)(6). Id. at 235, 658 S.E.2d at 35. On appeal, this Court noted that N.C. Gen. Stat. \u00a7 57C-3-23 (2007) provides that \u201cAn act of a manager that is not apparently for carrying on the usual course of the business of the limited liability company does not bind the limited liability company unless authorized in fact or ratified by the limited liability company.\u201d Id. at 239, 658 S.E.2d at 38. This Court held that \u201cthe filing of an action by one manager of an LLC against a co-manager to recover purported assets of the LLC allegedly misappropriated by that co-manager is a management decision\u201d requiring approval by a majority of the LLC members. Id. at 239, 658 S.E.2d at 37-38. In affirming the trial court\u2019s dismissal of the claims brought by the firm, this Court further noted that \u201cit is clear that Defendant, as the other member-manager of [the PLLC law firm]... did not authorize or ratify the filing of the lawsuit],]\u201d and the plaintiff \u201clacked authority to cause [the PLLC law firm] ... to institute the present action on its own behalf.\u201d Id. at 239, 658 S.E.2d at 38.\n\u2022We note that the business court concluded that at the time the suit was filed \u201cthe Plaintiffs did not constitute a majority of the Members of the Firm and they therefore did not have authority to cause the Firm to bring any Claims in its own behalf.\u201d This conclusion is correct; the plaintiffs as minority members of the PLLC did not have authority to cause the PLLC to file the complaint.\nEven though it is not addressed by either party on appeal, defendants state in their answer and counterclaims that they brought \u201cthis action on their own behalf and on behalf of the Firm.\u201d As we review the business court\u2019s ruling on partial summary judgment de novo, Liptrap, - N.C. App. at -, 675 S.E.2d at 694, we also address defendants\u2019 standing to cause the PLLC to bring counterclaims against plaintiffs. Here, defendants constituted a majority of members in the PLLC and properly had standing to cause the PLLC to bring counterclaims against plaintiffs.\nB. Individual Standing\nAs we have determined that plaintiffs did not have standing to cause the PLLC to file claims against defendants, we next must consider whether plaintiffs had standing to bring individual claims against Defendants. Defendants, citing Crouse v. Mineo, argue that plaintiffs as individuals did not have standing to bring claims of unfair and deceptive trade practices and breach of fiduciary duty as these claims relate to the parties\u2019 relationship with the PLLC. Plaintiffs contend that the business court erred in granting defendants\u2019 motion for partial summary judgment on this issue as \u201cCrouse does not bar Plaintiffs from bringing this action individually.\u201d As stated above, the plaintiff and the defendant in Crouse were both members of a law firm organized and operated as a PLLC. 189 N.C. App. at 234, 658 S.E.2d at 35. The plaintiff brought individual claims against the defendant for quantum meruit for legal services rendered for the benefit of defendant and for unfair and deceptive trade practices, which were dismissed by the trial court. Id. at 245-46, 658 S.E.2d at 41. On appeal, this Court noted that N.C. Gen. Stat. \u00a7 57C-3-30(b), states that a member of a LLC \u201cis not a proper party to proceedings by or against a limited liability company, except where the object of the proceeding is to enforce a member\u2019s right against or liability\u201d to the LLC. Id. at 245, 658 S.E.2d at 41. This Court held that N.C. Gen. Stat. \u00a7 57C-3-30(b) was inapplicable to the plaintiff\u2019s individual claim for quantum meruit. Id. This Court, in reversing dismissal of the plaintiff\u2019s claim for quantum meruit, explained that \u201c[w]hile [the plaintiff] would not be a proper party to a proceeding by [the PLLC law firm], the quantum meruit claim was brought to recover for injuries caused to [the plaintiff] individually.\u201d Id. As to the plaintiff\u2019s unfair and deceptive trade practices claim, this Court noted that the plaintiff alleged that this claim was based on \u201cDefendant\u2019s breach of fiduciary duty and anticipatory breaches of fiduciary duty\u201d and \u201cDefendant had a \u2018special relationship of trust and confidence that constituted a fiduciary relationship []\u2019 by virtue of \u2018their partnership, co-membership in [the PLLC law firm] and otherwise[.]\u2019 \u201d Id. at 247, 658 S.E.2d at 42. This Court concluded that the plaintiff did not state an individual claim for unfair and deceptive trade practices because the allegation of breach of fiduciary duty and unfair and deceptive trade practices claims \u201crelate[d] to the parties\u2019 relationship\u201d through the PLLC law firm and affirmed the trial courts\u2019 dismissal of this claim. Id. at 247, 658 S.E.2d at 42.\nTherefore, Crouse establishes that individual claims may be brought by a plaintiff-member of a PLLC against a defendant-member of that PLLC if the injuries alleged were caused to the plaintiff individually by that defendant, but individual claims may not be brought by a plaintiff-member against a defendant-member of an PLLC if those injuries alleged a^e based on duties that arise as part of the PLLC. See id. at 245, 247, 658 S.E.2d at 41, 42. Like the plaintiff in Crouse, plaintiffs here based their individual claims for an accounting to the PLLC (claim one), demand of liquidating distribution (claim three), constructive fraud/breach of fiduciary duty (claim four), and unfair and deceptive trade practices (claim five) on defendants\u2019 breach of fiduciary duties to the PLLC as defendants had \u201cassum[ed] responsibility for winding up the affairs of the Company[.]\u201d As these individual claims by plaintiffs are based on the breach of fiduciary duties \u201crelate[d] to the parties\u2019 relationship[,]\u201d as part of the PLLC, see id. at 246-47, 658 S.E.2d at 42, we affirm the business court\u2019s order granting defendants\u2019 partial summary judgment motion and dismissing these individual claims by plaintiffs for lack of standing. Plaintiffs\u2019 individual claim for an accounting to plaintiffs (claim two) does not state that it is based on a breach of a fiduciary duty but on defendants\u2019 duties to account for the PLLC\u2019s \u201cprofits or benefit derived in connection with the winding up of the affairs of the Company.\u201d As this duty is also \u201crelate [d] to the parties\u2019 relationship\u201d as part of the PLLC, see id. at 246-47, 658 S.E.2d at 42, it is not a proper individual claim pursuant to Crouse. Therefore, we reverse the business court\u2019s denial of defendants\u2019 motion for summary judgment for plaintiffs\u2019 individual claim for an accounting to plaintiffs (claim two) and thereby, dismiss all of plaintiffs\u2019 individual claims.\nAdditionally, we note that based on its order granting partial summary judgment, the business court did not address defendant\u2019s individual standing to bring their counterclaims but held that defendants\u2019 counterclaims for breach of fiduciary duty (claim three), conversion/misappropriation of PLLC assets (claim four), unjust enrichment (claim five), constructive trust, equitable lien, and/or resulting trust (claim six), breach of fiduciary duty/ultra vires act (claim nine), and demand for statutory distribution of assets (claim ten) were rendered moot by its decision. As stated above, defendants\u2019 answer stated that they brought their counterclaims \u201con their own behalf and on behalf of the Firm.\u201d However, defendants\u2019 individual counterclaims three, four, five, six, and nine are based on the assertion that plaintiffs \u201cstill owe a fiduciary duty to the Firm.\u201d Accordingly, we reverse the business court\u2019s ruling that defendants\u2019 individual counterclaims three, four, five, six, and nine were moot; instead the business court should have dismissed these counterclaims because they were \u201crelate[d] to the parties\u2019 relationship\u201d in the PLLC. See id. at 246-47, 658 S.E.2d at 42.\nC. Derivative Standing on Behalf of the PLLC\nDefendants also contend that the business court erred in holding that plaintiffs had standing to bring a derivative action on behalf of the PLLC. N.C. Gen. Stat. \u00a7 57C-8-01(a)-(b) (2007) provides the requirements for a member of a LLC to bring a derivative suit:\n(a) A member may bring an action in the superior court of this State in the right of any domestic or foreign limited liability company to recover a judgment in its favor if the following conditions are met:\n(1) The plaintiff does not have the authority to cause the limited liability company to sue in its own right; and\n(2) The plaintiff (i) is a member of the limited liability company at the time of bringing the action, and (ii) was a member of the limited liability company at the time of the transaction of which the plaintiff complains, or the plaintiffs status as a member of the limited liability company thereafter devolved upon the plaintiff pursuant to the terms of the operating agreement from a person who was a member at such time.\n(b) The complaint shall allege with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff desires from the managers, directors, or other applicable authority and the reasons for the plaintiffs failure to obtain the action, or for not making the effort.\nDefendants argue that at the time plaintiffs filed their derivative claims, they had already withdrawn from the PLLC and were not \u201cmembers\u201d of the PLLC and did not have standing to file a derivative suit. As defendants point out, N.C. Gen. Stat. \u00a7 57C-5-06 (2007), states that a member of a LLC \u201cmay withdraw only at the time or upon the happening of the events specified in the articles of organization or a written operating agreement.\u201d Defendants argue that plaintiffs withdrew pursuant to a written operation agreement or by application of the doctrine of equitable estoppel. Therefore, we must consider whether the plaintiffs were still \u201cmembers\u201d of the PLLC when they filed the complaint. If they were members, they had standing to bring derivative claims on behalf of the PLLC; if not, they did not have standing.\n1. Withdrawal by Written Operating Agreement\nN.C. Gen. Stat. \u00a7 57C-5-06 (2007) addresses voluntary withdrawal from an LLC: \u201cA member may withdraw only at the time or upon the happening of the events specified in the articles of organization or a written operating agreement.\u201d N.C. Gen. Stat. \u00a7 57C-1-03(16) (2007) defines \u201coperating agreement\u201d as follows:\nAny agreement, written or oral, of the members with respect to the affairs of a limited liability company and the conduct of its business that is binding on all the members. An operating agreement shall include, in the case of a limited liability company with only one member, any writing signed by the member, without regard to whether the writing constitutes an agreement, that relates to the affairs of the limited liability company and the conduct of its business.\nN.C. Gen. Stat. \u00a7 57C-3-05 (2007) sets forth the circumstances under which a member is bound by the terms of an operating agreement:\nA member shall be bound by any operating agreement, including any amendment thereto, otherwise valid under this Chapter and other applicable law, (i) to which the member has expressly assented, or (ii) which was in effect at the time the member became a member and either was in writing or the terms of which were actually known to the member, or (iii) with respect to any amendment, if the member was bound by the operating agreement as in effect immediately prior to such amendment and such amendment was adopted in accordance with the terms of such operating agreement. The articles of organization or written operating agreement may require that all agreements of the members constituting the operating agreement be in writing, in which case the term \u201coperating agreement\u201d shall not include oral agreements of the members. Except to the extent otherwise provided in a written operating agreement, a limited liability company shall be deemed for all purposes to be a party to the operating agreement of its member or members.\nHere, the articles of organization apparently did not address withdrawal; the articles are not in our record and no party has argued that the articles control this issue. It is also undisputed that the PLLC did not have a formal written \u201coperating agreement.\u201d Defendants contend that this Court should liberally construe N.C. Gen. Stat. \u00a7 57C-5-06 to hold that the writings and oral representations made by and between plaintiffs and defendants amounted to an \u201coperating agreement\u201d which governs the terms of their withdrawal. Defendants claim that the following documents in the aggregate form an operating agreement to withdraw and consent to withdraw from the PLLC by plaintiffs: (1) plaintiff Adams\u2019 email to the PLLC members stating that he was leaving the PLLC; (2) plaintiff Boughman\u2019s letter terminating his COBRA benefits; (3) plaintiff Burge\u2019s client letters stating plaintiffs had \u201cwithdrawn!;]\u201d (4) plaintiffs\u2019 new articles of incorporation creating a new firm, contracts in association with venders to service the new firm, and the application to the State Bar for permission to form a LLC; (5) plaintiff Boughman\u2019s letter to BB&T; and (6) defendant Brewer\u2019s memorandum which established specific terms for withdrawal.\nAfter careful review, we hold that the documents put forward by defendants do not rise to the level of a binding agreement on the members of the PLLC. Although N.C. Gen. Stat. \u00a7 57C-1-03(16) does permit an operating agreement to be oral or written, both N.C. Gen. Stat. \u00a7\u00a7 57C-1-03 and 57C-3-05 require that each member agree to the terms of the operating agreement. N.C. Gen. Stat. \u00a7 57C-3-05 provides that a member is bound by an operating agreement only if \u201cthe member has expressly assented\u201d to it. But in this situation, the various documents demonstrate the parties\u2019 disagreement as to how to handle the breakup of the PLLC; they certainly do not demonstrate that any plaintiff \u201cexpressly assented\u201d to any terms proposed by defendants, including the Brewer memo. Although plaintiff Adam\u2019s 14 June 2008 email does state that he is leaving the PLLC, it also states that as a result he expects to receive his \u201cshare of revenue and compensation\u201d equal to his percentage of ownership interest, including revenues \u201cfrom this day forward.\u201d Contrary to defendants\u2019 contentions, this language is not similar to the process for distribution of a member\u2019s assets upon withdrawal pursuant to N.C. Gen. Stat. \u00a7 57C-5-07 (2007) (any withdrawing member is entitled to \u201cthe fair value of the member\u2019s interest in the limited liability company as of the date of withdrawal....\u201d), as plaintiff Adam is demanding a share of future revenues. Plaintiff Boughman\u2019s COBRA Insurance letter merely states that he is cancelling his COBRA health insurance coverage for his family through the plan offered by the PLLC because he has another health insurance provider. Plaintiff Boughman makes no mention of anything that could be construed as allowing for a withdrawal from the PLLC. We also note that plaintiff Boughman would also have had to cancel his medical insurance through the PLLC upon ceasing to work there, regardless of the circumstances of his leaving the PLLC. Plaintiff Burge\u2019s client letter is not included in the record on appeal and thus we cannot consider it. Plaintiffs\u2019 articles of organization creating a new firm, the related contracts from vendors, and plaintiffs\u2019 application to the State Bar to form a LLC do not mention any operating agreement of the PLLC or make any representations regarding plaintiffs\u2019 position on the breakup of the PLLC. Plaintiffs would have had to start a new firm to continue representing their clients whether they had withdrawn from the PLLC or if the PLLC was going through a dissolution. Plaintiff Boughman\u2019s letter to BB&T merely asks if defendants had paid off the PLLC\u2019s debts and informs the bank that they did not consent to any further loans. In fact, plaintiff Boughman states that the PLLC went through a \u201cdissolution on July 12, 2005.\u201d Finally, the Brewer memo does address plaintiffs\u2019 \u201cwithdrawal\u201d from the PLLC but also states that \u201cthe remaining members of the firm are effectuating a winding up of the operation of the law firm[.]\u201d See N.C. Gen. Stat. \u00a7 57C-5-04 (\u201cthe managers shall wind up the limited liability company\u2019s affairs following its dissolution____\u201d). However, defendant Brewer testified in his deposition that in his memorandum he used these terms in a \u201cnontechnical sense.\u201d Also, we see no indication that the plaintiffs \u201cexpressly assented\u201d to the Brewer memo\u2019s terms as they never discussed it with any defendant and plaintiffs did not cash the checks tendered to them with the Brewer memo. See Zanone v. RJR Nabisco, 120 N.C. App. 768, 773, 463 S.E.2d 584, 588 (1995) (\u201cthe law clearly states, the cashing of a check tendered in full payment of a disputed claim establishes an accord and satisfaction as a matter of law. . . . The claim is extinguished, regardless of any disclaimers which may be communicated by the payee.\u201d (citation, brackets, and quotation marks omitted)). Defendant Brewer, in his deposition, even suggested that he understood that plaintiffs did not agree to the terms of the Brewer memo as he explained that the reason he had not sent plaintiffs their shares of the expenses paid from the disputed contingency fee cases that had been collected was because plaintiffs had not cashed the checks tendered pursuant to the Brewer memo. Therefore, it is not clear in these documents whether the parties are referring to a \u201cwithdrawal\u201d or a \u201cdissolution.\u201d In the aggregate, these writings fall significantly short of establishing a \u201cwritten operating agreement\u201d allowing for a withdrawal, see N.C. Gen. Stat. \u00a7 57C-5-06, nor is there any indication that the plaintiffs \u201cexpressly assented\u201d to the terms as proposed by Defendants See N.C. Gen. Stat. \u00a7 57C-3-05. The PLLC had no operating agreement, so plaintiffs could not have withdrawn pursuant to N.C. Gen. Stat. \u00a7 57C-5-06. Accordingly, defendants\u2019 argument is without merit.\n2. Withdrawal by Estoppel\nDefendants contend in the alternative that plaintiffs are estopped from claiming that they did not withdraw from the PLLC. Defendants further argue that this \u201cwithdrawal by estoppel\u201d occurred before plaintiffs filed their derivative claims. Therefore, defendants claim that plaintiffs were not members of the PLLC at the time they filed suit and did not have standing to file a derivative claim on behalf of the PLLC. However, defendants\u2019 second motion for summary judgment addressing plaintiffs\u2019 standing makes no argument regarding the doctrine of equitable estoppel. The business court\u2019s judgment also makes no mention of estoppel in its ruling on plaintiffs\u2019 standing. \u201cIt is a long-standing rule that a party in a civil case may not raise an issue on appeal that was not raised at the trial level.\u201d Rhyne v. K-Mart Corp., 149 N.C. App. 672, 690, 562 S.E.2d 82, 95 (2002); N.C.R. App. P. 10(b)(1). As defendants failed to raise the issue of equitable estoppel in its motion addressing standing, we will not consider this argument for the first time on appeal. Defendant\u2019s argument is overruled.\nAccordingly, we hold that for the purpose of standing, plaintiffs were members of the PLLC at the time of filing their complaint. As to the other requirements in N.C. Gen. Stat. \u00a7 57C-8-01 for members of a LLC to bring a derivative action, it appears that plaintiffs had a minority ownership interest in the PLLC and could not cause the PLLC to sue in its own right. As to the particularized efforts alleged by plaintiffs to \u201cobtain the action the plaintiff desires[,]\u201d the complaint states that\n19. Defendants by check purported to make a final distribution to Plaintiffs. Plaintiffs did not accept this distribution, as evidenced by their refusal to negotiate the checks, and their oral notices to Defendants. Plaintiffs also made written demand upon the Defendants for an accounting of the Company assets and of the profits thereof since December 31, 2004, the date of the last accounting for Company profits and losses, and to pay over to the Plaintiffs their final Company distribution as provided for under N.C.G.S. \u00a7 57C-6-05____\n20. Defendants failed and refused to render such an accounting and/or pay over such final distribution to the Plaintiffs.\u201d\nSee N.C. Gen. Stat. \u00a7 57C-8-01. Therefore, plaintiffs had standing to bring their derivative claims against Defendants. Accordingly, we affirm the business court\u2019s denial of defendant\u2019s motion for partial summary judgment as to plaintiffs\u2019 standing to bring their derivative claims on behalf of the PLLC.\nIn summary, we hold that plaintiffs had standing to bring their derivative claims, but not their individual claims; defendants had standing to bring their counterclaims on behalf of the PLLC, but not their individual counterclaims. Therefore, we affirm and reverse the business court\u2019s summary judgment rulings on standing accordingly.\nVI. Plaintiffs\u2019 and Defendants\u2019 Substantive Claims\nMoving to the substantive issues, plaintiffs first contend that the business court committed reversible error in affirmatively applying equitable estoppel to sustain defendants\u2019 counterclaim for declaration of withdrawal and refusing to apply the provisions of the Limited Liability Company Act to resolve the deadlock among the members of the PLLC. Defendants contend that the business court did not err in its application of the doctrine of equitable estoppel as North Carolina law \u201cdoes not mandate a finding of dissolution or an order for winding up.\u201d\nA. The Doctrine of Equitable Estoppel\nThe business court, in partially granting defendants\u2019 second counterclaim, declared that under principles of equitable estoppel plaintiffs were estopped from denying that they withdrew from the PLLC as of 30 June 2005. N.C. Gen. Stat. \u00a7 57C-10-05 (2007) provides that \u201c[i]n any case not provided for in this Chapter, the rules of law and equity shall govern.\u201d N.C. Gen. Stat. \u00a7 57C-10-03(b) also provides that \u201c[t]he law of estoppel shall apply under this Chapter[.]\u201d Accordingly, the business court stated in its findings that \u201c[a]fter due consideration, the court concludes that the Breakup Facts present a situation not consistent with the spirit or letter of the Act, and therefore not provided for in the [Limited Liability Company Act,]\u201d and went on to apply the doctrine of equitable estoppel to declare that plaintiffs could not deny they withdrew from the PLLC. However, our Courts have consistently held that\n\u2018[e]quity will not lend its aid in any case whe[n] the party seeking it has a full and complete remedy at law.\u2019 Centre Development Co. v. County of Wilson, 44 N.C. App. 469, 470, 261 S.E.2d 275, 276, review denied, appeal dismissed, 299 N.C. 735, 267 S.E.2d 660 (1980) (citation omitted) (plaintiff could not use an injunction to prevent the county\u2019s use of eminent domain when plaintiff had a statutory remedy); Hawks v. Brindle, 51 N.C. App. 19, 25, 275 S.E.2d 277, 282 (1981) (plaintiff could not use an equitable restitution claim when plaintiff had a legal remedy for breach of the covenant against encumbrances); see also Johnson v. Stevenson, 269 N.C. 200, 152 S.E.2d 214 (1967) (plaintiff cannot invoke a constructive trust on property disposed of by will when a direct attack by will caveat \u2018gave her a full and complete remedy at law\u2019); Jefferson Standard Life Ins. Co. v. Guilford County, 225 N.C. 293, 34 S.E.2d 430 (1945) (plaintiff could not use a restitution theory for recovering the balance of a promissory note secured by a deed of trust when plaintiff had the legal remedy of foreclosure).\nJones Cooling & Heating, Inc. v. Booth, 99 N.C. App. 757, 759-60, 394 S.E.2d 292, 294 (1990), disc. review denied, 328 N.C. 732, 404 S.E.2d 869 (1991). Plaintiffs contend that there was a legal remedy applicable-the North Carolina Limited Liability Company Act-which allows for judicial dissolution of a limited liability company in a proceeding by a member because of deadlock or misapplication of company assets, and the business court\u2019s application of equity was in error. Therefore, we must first determine if there was \u201ca full and complete remedy at law\u201d under the Limited Liability Company Act. See id.\nB. Withdrawal\nWe first determine whether plaintiffs withdrew as a matter of law. N.C. Gen. Stat. \u00a7 57C-3-02 (2007), states that \u201c[a] person ceases to be a member of a limited liability company upon the happening of any of the following events of withdrawal: (1) The person\u2019s voluntary withdrawal from the limited liability company as provided in G.S. 57C-5-06[.]\u201d As stated above, for voluntary withdrawal N.C. Gen. Stat. \u00a7 57C-5-06, states that a member of an LLC \u201cmay withdraw only at the time or upon the happening of the events specified in the articles of organization or a written operating agreement.\u201d The record on appeal does not contain the articles of organization for the PLLC and, as we determined above, there was no written operating agreement providing for withdrawal of a PLLC member. Therefore, withdrawal pursuant to N.C. Gen. Stat. \u00a7 57C-5-06 was not available as a remedy at law for the parties. Accordingly, we affirm the business court\u2019s order granting plaintiffs\u2019 motion for partial summary judgment and dismissing defendants\u2019 first counterclaim requesting a declaratory judgment that individual plaintiffs withdrew from the PLLC pursuant 'to N.C. Gen. Stat. \u00a7 57C-5-06.\nC. Judicial Dissolution\nTurning next to plaintiffs\u2019 argument as to whether judicial dissolution was applicable, N.C. Gen. Stat. \u00a7 57C-6-02 (2007) states that \u201c[t]he superior court may dissolve a limited liability company in a proceeding\u201d by a member of that LLC\nif it is established that (i) the managers, directors, or any other persons in control of the limited liability company are deadlocked in the management of the affairs of the limited liability company, the members are unable to break the deadlock, and irreparable injury to the limited liability company is threatened or being suffered, or the business and affairs of the limited liability company can no longer be conducted to the advantage of the members generally, because of the deadlock; (ii) liquidation is reasonably necessary for the protection of the rights or interests of the complaining member, (iii) the assets of the limited liability company are being misapplied or wasted; or (iv) the articles of organization or a written operating agreement entitles the complaining member to dissolution of the limited liability company[.]\nHere, since 14 June 2005, there has been a deadlock between the PLLC members as a result of their disagreement regarding division of profits derived from pending contingent fee cases when three members of the PLLC left the PLLC, and plaintiffs and defendants began practicing separate and apart beginning on 1 July 2005. Although there were communications between plaintiffs and defendants addressing the assets of the PLLC, none resolved this deadlock. Because the three plaintiffs were no longer willing to practice with defendants, the PLLC could \u201cno longer be conducted to the advantage of the members generally!)]\u201d See id. Liquidation of the PLLC\u2019s assets \u201cis reasonably necessary for the protection of the rights or interests of the complaining member\u201d as the PLLC\u2019s members have been unable to reach any agreement regarding profits from the disputed pending contingent fee cases. See id. Also, there is evidence that profits made by defendants since the deadlock from one of the disputed contingent fee cases were not distributed to the members or accounted for by Defendants. Therefore, there is a potential that the PLLC\u2019s assets are being misapplied. Accordingly, plaintiffs have forecast facts which would permit judicial dissolution pursuant to N.C. Gen. Stat. \u00a7 57C-6-02. As defendants had \u201ca full and complete remedy at law[,]\u201d the business court erred in not applying this legal remedy and instead applying the principles of equity to resolve the issues arising from this breakup. See Jones, 99 N.C. App. at 759-60, 394 S.E.2d at 294.\nDefendants contend that \u201c]j]udicial dissolution is a remedy left to the discretion of the trial court, even if a party were to establish\u201d the elements for dissolution listed in N.C. Gen. Stat. \u00a7 57C-6-02. Defendants contend that it was within the business court\u2019s discretion not to declare a judicial dissolution as \u201cthe undisputed facts in this case permit a single inference: that the doctrine of quasi-estoppel bars Plaintiffs claims.\u201d In support of this argument defendants again cite Crouse v. Mineo, 189 N.C. App. 232, 658 S.E.2d 33 (2008).\nIn Crouse, the plaintiff contended that the \u201ctrial court erred by denying their motion to appoint [the plaintiff] to wind up the affairs of [the PLLC law firm].\u201d 189 N.C. App. at 247, 658 S.E.2d at 42. This Court noted that\n[the plaintiff] petitioned the trial court for the appointment of a person to wind up the affairs of [the PLLC law firm], N.C.G.S. \u00a7 57C-6-04(a) further provides as follows: \u2018The court may wind up the limited liability company\u2019s affairs, or appoint a person to wind up its affairs, on application of any member, his legal representative, or assignee.\u2019 Id. (emphasis added). The use of the term \u2018may\u2019 connotes discretion on the part of the trial court to wind up the affairs itself, appoint a person to do so, or do neither. See Wade v. Carolina Brush Mfg. Co., 187 N.C. App. [245], 250, 652 S.E.2d 713, 717 (2007) (recognizing that \u2018[t]he use of the word \u2018may\u2019 has been interpreted by our Supreme Court to connote discretionary power, rather than an obligatory one\u2019); Campbell v. Church, 298 N.C. 476, 483, 259 S.E.2d 558, 563 (1979) (stating that \u2018the use of \u2018may\u2019 generally connotes permissive or discretionary action and does not mandate or compel a particular act.\u2019).\nId. at 247-48, 658 S.E.2d at 42. This Court went on to hold that the trial court did not abuse its discretion in not appointing plaintiff to wind up the PLLC because the plaintiff\u2019s complaint had been dismissed in its entirety, and the \u201cunique circumstances existing at the time the trial court denied the motion[.]\u201d Id. at 248, 658 S.E.2d at 42-43. This case is unlike Crouse as the complaint and counterclaims have not been dismissed in their entirety. Also, in Crouse, the \u201cunique circumstances\u201d were not specifically identified by the Court, See id. at 235, 658 S.E.2d at 35 and defendants make no argument that \u201cunique circumstances\u201d also exist here which would justify application of the same rule.\nWe agree with defendants that N.C. Gen. Stat. \u00a7 57C-6-02 states that the trial court \u201cmay\u201d issue a judicial dissolution, and the issuance of such an order of dissolution is within the trial court\u2019s discretion. See id. at 247-48, 658 S.E.2d at 42. However, the terms of N.C. Gen. Stat. \u00a7 57C-6-02 directly address the situation presented here, where judicial dissolution is the only available legal remedy to resolve the PLLC\u2019s disputes. We have determined that the business court erred to the extent that it used equitable estoppel to create an \u201coperating agreement\u201d governing withdrawal even after the deadlock between the members of the PLLC had arisen, and the only reason the business court did not issue judicial dissolution was its determination that equitable estoppel was instead the proper basis for resolution of this case. Therefore, because the business court improperly applied equitable estoppel in this situation, it abused its discretion by not ordering judicial dissolution of the PLLC.\nOn appeal defendants also bring forth the argument that the business court erred in denying their motion for summary judgment because plaintiffs were estopped from denying withdrawal on any terms other than those expressed in the Brewer memorandum. However, as we \u2022have ruled that the business court erred in its application of the doctrine of equitable estoppel, this argument is overruled.\nVII. Conclusion\nAccordingly, we reverse the business court\u2019s judgment granting partial summary judgment in favor of defendants on the basis of equitable estoppel and remand to the business court for granting of summary judgment in favor of plaintiffs on the issue of judicial dissolution pursuant N.C. Gen. Stat. \u00a7 57C-6-02, for a decree of dissolution, and directing the winding up of the PLLC pursuant to N.C. Gen. Stat. \u00a7 57C-6-02.3 (2007). Given this ruling, plaintiffs\u2019 derivative claims for an accounting to the PLLC (claim one), an accounting to plaintiffs (claim two), and a demand of liquidating distribution (claim three), as well as defendants\u2019 counterclaim for a demand for statutory distribution of assets (counterclaim ten), will be addressed by the business court in its directing the winding up of the PLLC. As plaintiffs are deemed not to have not withdrawn \u201cfrom the Firm as of June 30, 2005[,]\u201d this creates a genuine issue of material fact as to plaintiffs\u2019 remaining derivative claims and defendants\u2019 counterclaims brought on behalf of the PLLC. See Liptrap, - N.C. App. at -, 675 S.E.2d at 694. Accordingly, we reverse the business court\u2019s granting of defendants\u2019 motion for summary judgment dismissing plaintiffs\u2019 derivative claims for constructive fraud/breach of fiduciary duty (claim four) and unfair and deceptive trade practices (claim five) and remand for further proceedings on these claims. We also reverse the business court\u2019s ruling that defendants\u2019 counterclaims on behalf of the PLLC for breach of fiduciary duty (counterclaim three), conversion/misappropriation of PLLC assets (counterclaim four), unjust enrichment (counterclaim five), constructive trust, equitable lien, and/or resulting trust (counterclaim six), and breach of fiduciary duty/ultra vires act (counterclaim nine) were moot, and remand for future proceedings. As the business court made no ruling regarding defendants\u2019 for breach of fiduciary duty (counterclaim seven) and unjust enrichment (counterclaim eight), these claims would also go forward.\nAFFIRMED IN PART, REVERSED IN PART, AND REMANDED.\nJudges GEER and ELMORE concur.\n. Defendants Richardson and Brittain did not appeal from the business court\u2019s summary judgment ruling and are not parties to this appeal.\n. The provisions of N.C. Gen. Stat. \u00a7 57C-3-05 as to an operating agreement \u201c(ii) which was in effect at the time the member became a member and either was in writing or the terms of which were actually know to the member\u201d and \u201c(iii) with respect to an amendment\u201d are not implicated here.\n. We note that in contrast to the business court\u2019s 31 March 2008 \u201cOpinion and Order[,] stating that no legal remedy was appropriate in these circumstances, the business court in denying plaintiffs\u2019 4 March 2008 motion for preliminary injunction to enjoin defendants from disbursing future contingent fees and cost reimbursement received from the disputed contingent fee cases concluded that this ruling was in part based on the conclusion that plaintiffs\u2019 \u201cclaims for money damages [were] adequately provided for at law,\u201d and noted that, \u201cOrdinarily, an injunction will not be granted where there is a full, adequate and complete remedy at law, which is as practical and efficient as is the equitable remedy.\n. Other \u201cevents of withdrawal\u201d include (2) removal pursuant to the articles of organization or an operating agreement; (3) assignment to creditors, voluntary petition in bankruptcy, adjudication of bankruptcy or insolvency, filing a petition seeking \u201creorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation],]\u201d the appointment of trustee or receiver for that person\u2019s properties, and filing answer or other pleadings admitting or failing to contest an allegation of withdrawal; (4) continuation of a proceeding against person seeking reorganization, etc. (5) a death or adjudication of incompetent; (6) termination of the trust when a member is acting as a trustee; (7) dissolution and commencement of winding up of the LLC; (8) dissolution or revocation of the LLC\u2019s charter; and (9) distribution by the fiduciary of an estate\u2019s entire interest in the LLC. N.C. Gen. Stat. \u00a7 57C-3-02. As the contention by defendants is that plaintiffs voluntarily withdrew when they left the PLLC in June 2005, the other grounds for withdrawal enumerated in N.C. Gen. Stat. \u00a7 57C-3-02 are inapplicable.", "type": "majority", "author": "STROUD, Judge." } ], "attorneys": [ "Everett, Gaskins, Hancock & Stevens, LLP, by E.D. Gaskins, Jr., and Louis E. Wooten, III, for plaintiff-appellants.", "Coy E. Brewer, Jr., for defendant-appellants." ], "corrections": "", "head_matter": "MITCHELL, BREWER, RICHARDSON, ADAMS, BURGE & BOUGHMAN, PLLC; GLENN B. ADAMS; HAROLD L. BOUGHMAN, JR.; and VICKIE L. BURGE, Plaintiffs v. COY E. BREWER, JR.; RONNIE A. MITCHELL; WILLIAM O. RICHARDSON; and CHARLES BRITTAIN, Defendants\nNo. COA09-1020\n(Filed 1 February 2011)\n1. Appeal and Error\u2014 preservation of issues \u2014 failure to raise in business court \u2014 lack of verification of complaint not jurisdictional\nPlaintiffs\u2019 motion to strike footnote two in defendant crossappellees\u2019 brief was granted under N.C. R. App. P. 10. Lack of verification under N.C.G.S. \u00a7 1A-1, Rule 23(b) was not jurisdictional, and defendants\u2019 arguments concerning lack of verification of the complaint were waived because they were not raised before the business court.\n2. Appeal and Error\u2014 interlocutory orders and appeals\u2014 Rule 54(b) certification \u2014 no just reason for delay \u2014 avoiding piece-meal litigation\nEven though the Court of Appeals was not bound by the business court\u2019s N.C.G.S. \u00a7 1A-1, Rule 54(b) certification, in its discretion it reviewed the parties\u2019 appeals from interlocutory orders because there was no just reason for delay and to avoid piecemeal litigation given the multiple interrelated claims and counterclaims brought forth by the parties.\n3. Jurisdiction\u2014 standing \u2014 derivative claims \u2014 individual claims\nThe business court\u2019s summary judgment rulings on standing in a case concerning the operation and breakup of a law firm were affirmed and reversed. Plaintiffs had standing to bring their derivative claims, but not their individual claims. Defendants had standing to bring their counterclaims on behalf of the law firm, but not their individual counterclaims.\n4. Corporations\u2014 dissolution of law firm \u2014 derivative action\u2014 individual claims\nThe business court erred by granting partial summary judgment in favor of defendants on the basis of equitable estoppel, and the case was remanded to the business court for granting of summary judgment in favor of plaintiffs on the issue of judicial dissolution under N.C.G.S. \u00a7 57C-6-02, for a decree of dissolution, and directing the winding up of the law firm under N.C.G.S. \u00a7 57C-6-02.3. The business court also erred by granting defendants\u2019 motion for summary judgment dismissing plaintiffs\u2019 derivative claims for constructive fraud/breach of fiduciary duty and unfair and deceptive trade practices, and those claims were remanded for further proceedings. Further, the business court erred by ruling that defendants\u2019 counterclaims on behalf of the law firm for breach of fiduciary duty, conversion/misappropriation of law firm assets, unjust enrichment, constructive trust, equitable lien, and/or resulting trust, and breach of fiduciary duty/ultra vires were moot, and those claims were remanded for future proceedings. Defendants\u2019 counterclaims for breach of fiduciary duty and unjust enrichment could also go forward because the business court made no rulings on these counterclaims.\nAppeal by plaintiffs and defendants from opinion and order entered 31 March 2009 by Judge John R. Jolly, Jr. in Special Superior Court for Complex Business Cases, Cumberland County. Heard in the Court of Appeals 27 January 2010.\nEverett, Gaskins, Hancock & Stevens, LLP, by E.D. Gaskins, Jr., and Louis E. Wooten, III, for plaintiff-appellants.\nCoy E. Brewer, Jr., for defendant-appellants." }, "file_name": "0369-01", "first_page_order": 379, "last_page_order": 403 }