{ "id": 4115459, "name": "TD BANK, N.A., SUCCESSOR-IN-INTEREST TO CAROLINA FIRST BANK, a South Carolina Corporation v. CROWN LEASING PARTNERS, LLC, a North Carolina Limited Liability Company; MELVIN RUSSELL; and TIMOTHY J. BLANCHAT", "name_abbreviation": "TD Bank, N.A. v. Crown Leasing Partners, LLC", "decision_date": "2012-12-31", "docket_number": "No. COA12-648", "first_page": "649", "last_page": "659", "citations": [ { "type": "official", "cite": "224 N.C. App. 649" } ], "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": "707 S.E.2d 199", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2011, "pin_cites": [ { "page": "203", "parenthetical": "stating that \"appellants abandoned . . . claims by failing to provide in their brief a 'reason or argument' \"" } ], "opinion_index": 0 }, { "cite": "366 N.C. 41", "category": "reporters:state", "reporter": "N.C.", "year": 2011, "pin_cites": [ { "page": "46, n.1", "parenthetical": "stating that \"appellants abandoned . . . claims by failing to provide in their brief a 'reason or argument' \"" } ], "opinion_index": 0 }, { "cite": "552 S.E.2d 169", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2001, "opinion_index": 0 }, { "cite": "353 N.C. 733", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 135809, 135909, 135729, 135826, 135927 ], "year": 2001, "opinion_index": 0, "case_paths": [ "/nc/353/0733-03", "/nc/353/0733-05", "/nc/353/0733-01", "/nc/353/0733-02", "/nc/353/0733-04" ] }, { "cite": "543 S.E.2d 517", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2001, "pin_cites": [ { "page": "520" } ], "opinion_index": 0 }, { "cite": "142 N.C. App. 456", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9441703 ], "year": 2001, "pin_cites": [ { "page": "460-61" } ], "opinion_index": 0, "case_paths": [ "/nc-app/142/0456-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7\u00a7 1-76", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "opinion_index": 0 }, { "cite": "167 S.E. 557", "category": "reporters:state_regional", "reporter": "S.E.", "weight": 8, "year": 1933, "pin_cites": [ { "page": "557-58" }, { "page": "558" }, { "page": "558" }, { "page": "557" } ], "opinion_index": 0 }, { "cite": "204 N.C. 151", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8613387 ], "weight": 4, "year": 1933, "pin_cites": [ { "page": "152" } ], "opinion_index": 0, "case_paths": [ "/nc/204/0151-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7 55-1-40", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "year": 2011, "pin_cites": [ { "page": "(10)" } ], "opinion_index": 0 }, { "cite": "N.C. Gen. Stat. \u00a7 1-80", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "weight": 14, "year": 2011, "opinion_index": 0 }, { "cite": "12 U.S.C. \u00a7 94", "category": "laws:leg_statute", "reporter": "U.S.C.", "weight": 6, "pin_cites": [ { "page": "528" } ], "opinion_index": 0 }, { "cite": "189 S.E.2d 266", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1972, "pin_cites": [ { "page": "268" } ], "opinion_index": 0 }, { "cite": "281 N.C. 525", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8575564 ], "year": 1972, "opinion_index": 0, "case_paths": [ "/nc/281/0525-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7 1-82", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "weight": 4, "year": 2011, "opinion_index": 0 }, { "cite": "731 S.E.2d 145", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2012, "pin_cites": [ { "parenthetical": "citations omitted" } ], "opinion_index": 0 }, { "cite": "728 S.E.2d 373", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2012, "pin_cites": [ { "page": "374", "parenthetical": "citations omitted" } ], "opinion_index": 0 }, { "cite": "707 S.E.2d 241", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 2011, "pin_cites": [ { "parenthetical": "stating that \"the grant or denial of venue established by statute is deemed a substantial right, it is immediately appealable\"" }, { "parenthetical": "quotation omitted" } ], "opinion_index": 0 }, { "cite": "365 N.C. 187", "category": "reporters:state", "reporter": "N.C.", "weight": 2, "year": 2011, "pin_cites": [ { "parenthetical": "stating that \"the grant or denial of venue established by statute is deemed a substantial right, it is immediately appealable\"" }, { "parenthetical": "quotation omitted" } ], "opinion_index": 0 }, { "cite": "703 S.E.2d 784", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 2010, "pin_cites": [ { "page": "786" }, { "page": "786" } ], "opinion_index": 0 }, { "cite": "692 S.E.2d 483", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2010, "pin_cites": [ { "page": "484", "parenthetical": "citations omitted" } ], "opinion_index": 0 }, { "cite": "203 N.C. App. 725", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 4175549 ], "year": 2010, "pin_cites": [ { "page": "725", "parenthetical": "citations omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/203/0725-01" ] }, { "cite": "81 S.E.2d 770", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 2009, "pin_cites": [ { "page": "773", "parenthetical": "quotation omitted" }, { "parenthetical": "citation and quotation marks omitted" } ], "opinion_index": 0 }, { "cite": "363 N.C. 555", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4150845 ], "year": 2009, "pin_cites": [ { "page": "558", "parenthetical": "quotation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc/363/0555-01" ] }, { "cite": "719 S.E.2d 151", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2011, "pin_cites": [ { "page": "153", "parenthetical": "stating that a trial court's order denying a motion for change of venue is an interlocutory order" } ], "opinion_index": 0 }, { "cite": "59 S.E.2d 429", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1950, "pin_cites": [ { "parenthetical": "stating that \"[a]n interlocutory order is one made during the pendency of an action, which does not dispose of the case, but leaves it for further action by the trial court in order to settle and determine the entire controversy\"" } ], "opinion_index": 0 }, { "cite": "232 N.C. 744", "category": "reporters:state", "reporter": "N.C.", "year": 1950, "pin_cites": [ { "parenthetical": "stating that \"[a]n interlocutory order is one made during the pendency of an action, which does not dispose of the case, but leaves it for further action by the trial court in order to settle and determine the entire controversy\"" } ], "opinion_index": 0 }, { "cite": "57 S.E.2d 377", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1950, "pin_cites": [ { "page": "381", "parenthetical": "stating that \"[a]n interlocutory order is one made during the pendency of an action, which does not dispose of the case, but leaves it for further action by the trial court in order to settle and determine the entire controversy\"" } ], "opinion_index": 0 }, { "cite": "231 N.C. 357", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8629835 ], "year": 1950, "pin_cites": [ { "page": "362" } ], "opinion_index": 0, "case_paths": [ "/nc/231/0357-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7\u00a7 1-83", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "weight": 10, "year": 2011, "pin_cites": [ { "page": "(1) and (2)" }, { "page": "(1) and (2)" }, { "page": "(1)" }, { "page": "(1)" }, { "page": "(1)" }, { "page": "(2)" }, { "page": "(2)" } ], "opinion_index": 0 } ], "analysis": { "cardinality": 795, "char_count": 24500, "ocr_confidence": 0.738, "pagerank": { "raw": 5.0011153170616546e-08, "percentile": 0.31469653250054347 }, "sha256": "40a527e04c4b3252f1f048fe759ba849f74fa6e8e2aad8014021b95e9a70ac27", "simhash": "1:83e87d46513d0610", "word_count": 4029 }, "last_updated": "2023-07-14T22:14:41.206072+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges McGEE and BRYANT concur." ], "parties": [ "TD BANK, N.A., SUCCESSOR-IN-INTEREST TO CAROLINA FIRST BANK, a South Carolina Corporation v. CROWN LEASING PARTNERS, LLC, a North Carolina Limited Liability Company; MELVIN RUSSELL; and TIMOTHY J. BLANCHAT" ], "opinions": [ { "text": "THIGPEN, Judge.\nCrown Leasing Partners, LLC, a North Carolina Limited Liability Company (\u201cDefendant Crown Leasing\u201d), Melvin Russell Shields (\u201cDefendant Shields\u201d), and Timothy J. Blanchat (\u201cDefendant Blanchat\u201d) (together, \u201cDefendants\u201d) appeal from an order entered denying their motion for change of venue from Buncombe County to Catawba County. We reverse and remand the order of the trial court.\nThe evidence of record tends to show the following: TD Bank, N.A., (\u201cPlaintiff\u2019) is a National Association organized and existing under the National Bank Act under the supervision of the Office of the Comptroller of Currency, and Plaintiff is the successor to Carolina First Bank, a corporation formerly organized and existing under the laws of the State of South Carolina and formerly authorized to conduct business in the State of North Carolina. On 6 October 2011, Plaintiff filed a complaint in Buncombe County, North Carolina, against Defendants, all of whom are residents of Catawba County, North Carolina.\nOn 5 December 2011, Defendants filed a motion to dismiss for improper venue pursuant to N.C. Gen. Stat. \u00a7 1A-1, Rule 12(b)(3) (2011), or alternatively, a motion to change venue pursuant to N.C. Gen. Stat. \u00a7\u00a7 1-83(1) and (2) (2011). As a third alternative, Defendants moved that the complaint should be dismissed pursuant to N.C. Gen. Stat. \u00a7 1A-1, Rule 12(b)(5) (2011), due to insufficiency of service of process. However, Defendants withdrew their motions to dismiss pursuant to N.C. Gen. Stat. \u00a7\u00a7 1A-1, Rule 12(b)(3) and Rule 12(b)(5) at trial.\nIn Defendants\u2019 motion to change venue pursuant to N.C. Gen. Stat. \u00a7 1-83(1) and (2), they argued that \u201cPlaintiff is a National Association and is not a resident of the State of North Carolina and that Defendants are all residents of Catawba County, North Carolina.\u201d Defendants also contended that \u201cmost, if not all, witnesses expected to be called herein are residents of Catawba and/or Burke Counties, North Carolina[,]\u201d and \u201ca foreclosure proceeding concerning the Deed of Trust alleged to secure the debt alleged in the Complaint is presently pending in Catawba County, North Carolina.\u201d\nAt the hearing on their motion, Defendants stated the following:\nYour Honor, venue in this action is controlled by General Statute 1-82 which provides that unless otherwise specifically designated, in Article 7 of the General Statutes the case must be tried in the county where the plaintiffs or the defendants or any of them reside. Your Honor, in this case all of the defendants reside in Catawba County, North Carolina, and TD Bank, the plaintiff, does not reside in the state of North Carolina. TD Bank is a national association incorporated under the laws of the National Bank Act. It has its executive offices in Maine and New Jersey. It\u2019s not been domesticated into North Carolina and is not subject to the North Carolina Business Corporations Act. It\u2019s not a registered entity with the North Carolina Secretary of State Corporations Division. Your Honor, based on that, the fact that TD Bank is a foreign entity not registered and domesticated into North Carolina, the defendants contend that proper venue in this county would be wherever the defendants reside, Catawba County, North Carolina.\nOn 18 February 2012, the trial court entered an order denying Defendants\u2019 motion for change of venue. In the trial court\u2019s order, it made the following findings of fact:\n1. That the Plaintiff, TD Bank, N.A., is a National Association organized and existing under the National Bank Act under the supervision of the Office of the Comptroller of Currency.\n2. That Plaintiff, as the surviving entity following merger, is successor to Carolina First Bank, a corporation formerly organized and existing under the laws of the State of South Carolina and formerly authorized to conduct business in the State of North Carolina.\n3. That Plaintiff\u2019s principal offices are located in the States of Maine and New Jersey, with branches and has offices in Buncombe County, North Carolina.\n4. That each of the Defendants resides in Catawba County, North Carolina.\n5. That venue is proper under G.S. \u00a7 1-82 in Buncombe County, North Carolina.\n6. That there was an insufficient showing by the Defendants as to why justice would not be served through the denial of a change in venue.\n7. That the Defendants withdrew the Motion(s) to Dismiss.\n8. That the Defendants shall have thirty (30) days from the date of this Order to file a responsive pleading.\nBased on the foregoing findings of fact, the trial court ordered the following:\n1. That the Defendants\u2019 Motion to Change Venue to Catawba County, North Carolina as a matter of right pursuant to G.S. \u00a7 1-82 and G.S. \u00a7 1-83 is DENIED;\n2. That the Defendants\u2019 Motion to Change Venue to Catawba County, North Carolina for the convenience of the witnesses and promotion of the ends of justice pursuant to G.S. \u00a7 1-83 is DENIED;\n3. That the Defendants\u2019 Motions to Dismiss pursuant to Rule 12(b)(3) and Rule 12(b)(5) were withdrawn and are DENIED; and\n4. That the Defendants shall have to and including thirty (30) days from the date of this Order to file a responsive pleading.\nFrom this order, Defendants appeal.\nI. Interlocutory Appeal\nPreliminarily, we note that the trial court\u2019s order denying Defendants\u2019 motion for change of venue is interlocutory, as it is an order made during the pendency of the action, which did not dispose of the case. See Veazey v. City of Durham, 231 N.C. 357, 362, 57 S.E.2d 377, 381, rehearing denied, 232 N.C. 744, 59 S.E.2d 429 (1950) (stating that \u201c[a]n interlocutory order is one made during the pendency of an action, which does not dispose of the case, but leaves it for further action by the trial court in order to settle and determine the entire controversy\u201d) (citation omitted); see also Jenkins v. Hearn Vascular Surgery, P.A., _ N.C. App. _, _, 719 S.E.2d 151, 153 (2011) (stating that a trial court\u2019s order denying a motion for change of venue is an interlocutory order).\n\u201cAs a general rule, interlocutory orders are not immediately appealable.\u201d Turner v. Hammocks Beach Corp., 363 N.C. 555, 558, 6 81 S.E.2d 770, 773 (2009) (quotation omitted). However, \u201cimmediate appeal of interlocutory orders and judgments is available in at least two instances: when the trial court certifies, pursuant to N.C.G.S. \u00a7 1A-1, Rule 54(b), that there is no just reason for delay of the appeal; and when the interlocutory order affects a substantial right under N.C.G.S. \u00a7\u00a7 l-277(a) and 7A-27(d)(l).\u201d Id. (citation and quotation marks omitted).\n\u201c[T]he denial of a motion for change of venu\u00e9, though interlocutory, affects a substantial right and is immediately appealable where the county designated in the complaint is not proper.\u201d Caldwell v. Smith, 203 N.C. App. 725, 725, 692 S.E.2d 483, 484 (2010) (citations omitted); see also Roberts v. Adventure Holdings, LLC, _ N.C. App. _, _, 703 S.E.2d 784, 786 (2010), disc. review denied, 365 N.C. 187, 707 S.E.2d 241 (2011) (stating that \u201cthe grant or denial of venue established by statute is deemed a substantial right, it is immediately appealable\u201d) (internal citation and quotation marks omitted). Because Defendants have alleged the county indicated in the complaint is improper, we address the merits of Defendants\u2019 appeal.\nII. Venue\nDefendants\u2019 sole argument on appeal is that the trial court erred by entering an order denying Defendants\u2019 motion for change of venue pursuant to N.C. Gen. Stat. \u00a7 1-83(1). Specifically, Defendants argue that venue is improper in Buncombe County because Plaintiff is not a domestic corporation in North Carolina, does not maintain a registered office in the State of North Carolina or Buncombe County, and was not formed under the laws of the State of North Carolina; therefore, Defendants contend, venue is proper in the county where Defendants reside, which is Catawba County. Defendant\u2019s argument has merit.\nIn Defendants\u2019 motion and on appeal, Defendants contend venue was improper pursuant to N.C. Gen. Stat. \u00a7 1-83(1), which provides that \u201c[t]he court may change the place of trial. . . [w]hen the county designated for that purpose is not the proper one.\u201d Id. \u201cThe provision in N.C.G.S. \u00a7 1-83 that the court \u2018may change\u2019 the place of trial when the county designated is not the proper one has been interpreted to mean \u2018must change.\u2019 \u201d Roberts v. Adventure Holdings, LLC, _ N.C. App. _, _, 703 S.E.2d 784, 786 (2010), disc. review denied, 365 N.C. 187, 707 S.E.2d 241 (2011) (quotation omitted). \u201cA determination of venue under N.C. Gen. Stat. \u00a7 1-83(1) is ... a question of law that we review de novo.\u201d Stem v. Cinoman, _ N.C. App. _, _, 728 S.E.2d 373, 374, disc. review denied, _ N.C. _, 731 S.E.2d 145 (2012) (citations omitted).\nN.C. Gen. Stat. \u00a7 1-82 (2011) provides, generally, that venue is proper \u201cin the county in which the plaintiffs or the defendants, or any of them, reside at [the] commencement [of the case], or if none of the defendants reside in the State, then in the county in which the plaintiffs, or any of them, reside[.]\u201d Id. N.C. Gen. Stat. \u00a7 1-83 provides an avenue of relief to a defendant against whom an action is brought in an improper venue, stating that \u201c [i]f the county designated for that purpose in the summons and complaint is not the proper one, the action may, however, be tried therein, unless the defendant, before the time of answering expires, demands in writing that the trial be conducted in the proper county, and the place of trial is thereupon changed by consent of parties, or by order of the court.\u201d Id.\nThe specific question posed by Defendants in this appeal is whether Plaintiff \u2014 a National Association organized and existing under the National Bank Act with branches and offices in Buncombe County but having principal offices in Maine and New Jersey \u2014 was a \u201cresident] [,]\u201d pursuant to N.C. Gen. Stat. \u00a7 1-82, of Buncombe County.\nPlaintiff cites Security Mills of Asheville, Inc. v. Wachovia Bank & Trust Co., N. A., 281 N.C. 525, 189 S.E.2d 266 (1972), for the proposition that in cases involving national banking associations, 12 U.S.C. \u00a7 94, which is a portion of the National Bank Act governing the determination of proper venue in actions against national banks in receivership, applies to this action. Id. at 528, 189 S.E.2d at 268. We disagree and believe Security Mills is distinguishable from this case in three ways: (1) this is a suit brought by a national bank, not against a national bank; (2) 12 U.S.C. \u00a7 94 was amended subsequent to the Court\u2019s opinion in Security Mills, and the language in the former legislation stating that \u201c[a]ctions and proceedings against any association under this chapter may be had ... in the county or city in which said association is locatedf,]\u201d 12 U.S.C. \u00a7 94 (1972), was modified to provide that \u201c[a]ny action or proceeding against a national banking association for which the Federal Deposit Insurance Corporation has been appointed receiver . . . shall be brought in the district or territorial court of the United States held within the district in which that association\u2019s principal place of business is located... [,]\u201d 12 U.S.C. \u00a7 94 (2011); and (3) there is no evidence of record that Plaintiff is in receivership. For the foregoing reasons, we believe Security Mills does not control in this case, and 12 U.S.C. \u00a7 94 does not govern the determination of proper venue.\nThe proper venue in cases involving domestic corporations and foreign corporations has been designated by statute, specifically N.C. Gen. Stat. \u00a7 l-79(a) (2011) and N.C. Gen. Stat. \u00a7 1-80 (2011). With regard to a domestic corporation, N.C. Gen. Stat. \u00a7 l-79(a), provides the following:\nFor the purpose of suing and being sued the residence of a domestic corporation, limited partnership, limited liability company, or registered limited liability partnership is as follows:\n(1) Where the registered or principal office of the corporation, limited partnership, limited liability company, or registered limited liability partnership is located, or\n(2) Where the corporation, limited partnership, limited liability company, or registered limited liability partnership maintains a place of business, or\n(3) If no registered or principal office is in existence, and no place of business is currently maintained or can reasonably be found, the term \u201cresidence\u201d shall include any place where the corporation, limited partnership, limited liability company, or registered limited liability partnership is regularly engaged in carrying on business.\nId Furthermore, N.C. Gen. Stat. \u00a7 l-79(b) (2011), defines the term, \u201c \u2018domestic\u2019 when applied to an entity[,]\u201d as follows:\n(1) An entity formed under the laws of this State, or\n(2) An entity that (i) is formed under the laws of any jurisdiction other than this State, and (ii) maintains a registered office in this State pursuant to a certificate of authority from the Secretary of State.\nId. Plaintiff and Defendants agree that Plaintiff is not a domestic corporation as defined by N.C. Gen. Stat. \u00a7 l-79(b), because Plaintiff was not formed under the laws of North Carolina and does not maintain a registered office in North Carolina.\nWith regard to a foreign corporation, N.C. Gen. Stat. \u00a7 1-80 (2011), provides the following:\nAn action against a corporation created by or under the law of any other state or government may be brought in the appropriate trial court division of any county in which the cause of action arose, or in which the corporation usually did business, or has property, or in which the plaintiffs, or either of them, reside, in the following cases:\n(1) By a resident of this State, for any cause of action.\n(2) By a nonresident of this State in any county where he or they are regularly engaged in carrying on business.\n(3) By a plaintiff, not a resident of this State, when the cause of action arose or the subject of the action is situated in this State.\nId.\nDefendants contend Plaintiff is a foreign corporation. N.C. Gen. Stat. \u00a7 1-80 supports this contention, because Plaintiff is \u201ca corporation created by or under the law of any other . . . government.\u201d Id. Furthermore, the definition of \u201cforeign corporation[,]\u201d as provided by the Business Corporation Act is the following: \u201c[A] corporation for profit incorporated under a law other than the law of this State[.]\u201d N.C. Gen. Stat. \u00a7 55-1-40(10) (2011).\nPlaintiff, however, cites Leggett v. Federal Land Bank, 204 N.C. 151, 167 S.E. 557 (1933), in support of the proposition that Plaintiff is not, in fact, a foreign corporation. Specifically, Plaintiff cites Leggett and argues that, \u201c[i]n the absence of a clear North Carolina statutory expression that instrumentalities of the federal government, such as national banks, are to be considered \u2018foreign corporations\u2019 for purposes of venue in the courts of this state, this Court should decline to find them to be such.\u201d We find this logic unpersuasive.\nIn Leggett, in the context of service of process, our Supreme Court addressed the applicability of C. S., 1137 to \u201ca corporation created and organized under an act of the Congress of the United States[.]\u201d Id. at 153, 167 S.E. at 557-58. The Court reasoned that the defendant was \u201corganized under an act of the Congress of the United States, known as \u2018The Federal Farm Loan Act[,]\u2019 \u201d and therefore, \u201c[t]he defendant was not only created and organized under and by virtue of said act of Congress; it derives its right to own property and to do business in this State, solely from said act.\u201d Id. at 153, 167 S.E. at 558. Based on the foregoing, the Court concluded that the corporation was \u201cnot a foreign corporation, having property or doing business in this State, under a license, express or implied, from North Carolina[,]\u201d and therefore, the summons provisions of C. S., 1137, which would have required the defendant \u2014 a Federal Land Bank \u2014 to have an officer or agent in North Carolina for purposes of receiving service of process, were \u201cnot applicable to the defendant.\u201d Id.\nNational Banks are similar to Federal Land Banks in several respects. Both are created by and organized under acts of Congress in Title 12, Banks and Banking, and both have been considered agencies and instrumentalities of the federal government. See 1-30 Robinson on North Carolina Corporation Law \u00a7 30.01 (citing Leggett, 204 N.C. 151, 167 S.E. 557, and referring to a Federal Land Bank as an \u201cagenc[y] of the federal government\u201d); see also Michie on Banks and Banking, ch. XV \u00a7 1 (stating that \u201cNational banks are corporate entities charged with duties to the public, and are more than mere private corporations for profitf;] [t]hey are referred to as agencies and instrumentalities of the United States[,] [and] [s]uch banks are instruments designed to be used to aid the government in the administration of the public service, created for a public and national purpose, and appropriate to that end\u201d). The foregoing notwithstanding, we do not believe Leggett stands for the proposition that Plaintiff is not a foreign corporation. Leggett stated that the defendant in that case was \u201ca corporation created and organized under an act of the Congress of the United States[,]\u201d and as such it was not a \u201cforeign corporation having property or doing business in this state, under a license, express or implied, from North CarolinaIt was therefore not required to have an officer or agent in North Carolina for purposes of receiving service of process. Id. at 151, 167 S.E. at 558. (emphasis added). We believe Leggett stands for the proposition that although the Federal Land Bank was a foreign corporation, it was not the type of foreign corporation required to maintain an agent to receive service of process because the Federal Land Bank was a foreign corporation created and organized under and by virtue of an act of Congress. We believe this holding is not controlling on the question of where venue is proper in cases involving corporations created by and organized under an act of Congress. Creation and organization of a corporation by an act of Congress does not preclude such corporation from being a \u201cforeign corporation\u201d as recognized by N.C. Gen. Stat. \u00a7 1-80, which expressly includes \u201ca corporation created by or under the law of any other . . . governmentf.]\u201d Id. Plaintiff is a corporation created by the National Bank Act, which was enacted by Congress, a branch of the Federal Government. Plaintiff is therefore a corporation \u201ccreated by or under the law of any other . . . government[.]\u201d N.C. Gen. Stat. \u00a7 1-80. We therefore believe N.C. Gen. Stat. \u00a7 1-80 requires that Plaintiff be considered a foreign corporation for purposes of determining proper venue. Ordinarily, our analysis would end here.\nHowever, although we determine N.C. Gen. Stat. \u00a7 1-80 is pertinent to our analysis regarding whether Plaintiff is a foreign corporation, we further determine that N.C. Gen. Stat. \u00a7 1-80 is inapplicable to the outcome of this case for a different reason. N.C. Gen. Stat. \u00a7 1-80 expressly applies only to \u201cactionfs] against a [foreign] corporation.\u201d Again, this is an action brought not against, but by, Plaintiff. Because Plaintiff is a foreign corporation, and because N.C. Gen. Stat. \u00a7 1-80 does not control in cases brought by a foreign corporation, we believe the following rule of law applies: \u201c[I]n a civil action in this state where venue is not specifically designated by N.C. Gen. Stat. \u00a7\u00a7 1-76 through 1-81, where the plaintiff is a nonresident and the defendants are residents, the proper venue for the action pursuant to N.C. Gen. Stat. \u00a7 1-82 is any county in which defendants reside at the commencement of the action.\u201d Stewart v. Southeastern Reg\u2019l Med. Ctr., 142 N.C. App. 456, 460-61, 543 S.E.2d 517, 520, disc. review denied, 353 N.C. 733, 552 S.E.2d 169, (2001). Defendants were residents of Catawba County at the commencement of this action. Therefore, venue is proper in Catawba County.\nREVERSED and REMANDED.\nJudges McGEE and BRYANT concur.\n. Plaintiff\u2019s complaint contained two causes of action: (1) that Defendant Crown Leasing, breached the terms of a promissory note that Defendant Crown Leasing had executed to Plaintiff, as successor in interest to Carolina First Bank, on 30 January 2008 in the original principal amount of $880,000.00, which was secured by a deed of trust in the Catawba County Registry; and (2) that Defendant Shields and Defendant Blanchat were personally liable for the amount owed by Defendant Crown Leasing on the promissory note, because Defendant Shields and Defendant Blanchat personally guaranteed, by execution of guaranty agreements on 30 January 2008, payment upon default by Defendant Crown Leasing.\n. Defendants do not make an argument in their brief on appeal pertaining to N.C. Gen. Stat. \u00a7 1-83(2), which provides that \u201c[t]he court may change the place of trial . . . [w]hen the convenience of witnesses and the ends of justice would be promoted by the change.\u201d Therefore, any claims pertaining to N.C. Gen. Stat. \u00a7 1-83(2) are abandoned. See N.C.R. App. P. 28(b)(6) (2012); Libertarian Party v. State, 366 N.C. 41, 46, n.1, 707 S.E.2d 199, 203, n.l (2011) (stating that \u201cappellants abandoned . . . claims by failing to provide in their brief a \u2018reason or argument\u2019 \u201d) (citing N.C.R. App. P. 28(b)(6) (2008)).\n. Plaintiff states in its brief that \u201c[b]ecause [Plaintiff] is not organized under the laws of North Carolina, it is certainly correct to say that [Plaintiff] is not a \u2018domestic corporation\u2019 within the meaning of . . . N.C. Gen. Stat. \u00a7 l-79(b)(l).\u201d Furthermore, Plaintiff does not argue or provide evidence that Plaintiff \u201cmaintains a registered office in this State pursuant to a certificate of authority from the Secretary of Statef.]\u201d N.C. Gen. Stat. \u00a7 l-79(b)(2).\n. Plaintiff argues in its brief that even though Plaintiff is not a domestic corporation, \u201cit does not automatically follow from this proposition that [Plaintiff] is therefore a \u2018foreign corporation\u2019 for purposes of the issue at hand.\u201d National Banks, Plaintiff contends, \u201coperate ... as creatures and instrumentalities of the paramount sovereign, the United States.\u201d\n. C. S., 1137 required that \u201c[e]very corporation having property or doing business in this State, whether incorporated under its laws or not, shall have an officer or agent in this State upon whom process in all actions or proceedings against it can be served[.]\u201d Leggett, 204 N.C. at 152, 167 S.E. at 557.\n. The Federal Land Bank referenced in Leggett, 204 N.C. 151,167 S.E. 557, today exists in a different form, and would be classified as either a Farm Credit Bank or an Agricultural Credit Bank, under which also exist Agricultural Credit Associations and Federal Land Credit Associations.\n. See, generally, National Bank Act of 1863; see also National Bank Act, 12 U.S.C. Chapter 2 (2011); see, generally, Federal Farm Loan Act of 1916; Farm Credit Act of 1933; Farm Credit Act of 1971; Farm Credit Amendments Act of 1985; Agricultural Credit Act of 1987; see also Farm Credit Administration, et al, 12 U.S.C. Chapters 7-10 (2011). ,", "type": "majority", "author": "THIGPEN, Judge." } ], "attorneys": [ "Moore & Van Allen PLLC, by Daniel G. Clodfelter, for Plaintiff", "Young, Morphis, Bach & Taylor, L.L.P, by Jimmy R. Summerlin, Jr., for Defendants." ], "corrections": "", "head_matter": "TD BANK, N.A., SUCCESSOR-IN-INTEREST TO CAROLINA FIRST BANK, a South Carolina Corporation v. CROWN LEASING PARTNERS, LLC, a North Carolina Limited Liability Company; MELVIN RUSSELL; and TIMOTHY J. BLANCHAT\nNo. COA12-648\nFiled 31 December 2012\n1. Appeal and Error interlocutory orders and appeals \u2014 substantial right \u2014 change of venue\nAlthough defendants\u2019 appeal from the denial of their motion for change of venue was from an interlocutory order, it affected a substantial right and was immediately appealable.\n2. Venue \u2014 plaintiff nonresident and defendant resident\u2014 proper in county defendant resides at commencement of action\nThe trial court erred by denying defendants\u2019 motion for change of venue from Buncombe County to Catawba County. In a civil action in this state where venue is not specifically designated by N.C.G.S. \u00a7\u00a7 1-76 through 1-81, where the plaintiff is a nonresident and the defendants are residents, the proper venue for the action pursuant to N.C.G.S. \u00a7 1-82 is any county in which defendants reside at the commencement of the action. Defendants were residents of Catawba County at the commencement of this action.\nAppeal by Defendants from order entered 18 February 2012 by Judge Sharon Tracey Barrett in Buncombe County Superior Court. Heard in the Court of Appeals 23 October 2012.\nMoore & Van Allen PLLC, by Daniel G. Clodfelter, for Plaintiff\nYoung, Morphis, Bach & Taylor, L.L.P, by Jimmy R. Summerlin, Jr., for Defendants." }, "file_name": "0649-01", "first_page_order": 659, "last_page_order": 669 }