{ "id": 8523291, "name": "McGLADREY, HENDRICKSON & PULLEN, a partnership (formerly A. M. Pullen & Co.) v. SYNTEK FINANCE CORPORATION (formerly the Washington Group, Incorporated)", "name_abbreviation": "McGladrey, Hendrickson & Pullen v. Syntek Finance Corp.", "decision_date": "1990-04-03", "docket_number": "No. 8918SC1056", "first_page": "151", "last_page": "153", "citations": [ { "type": "official", "cite": "98 N.C. App. 151" } ], "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": "379 S.E.2d 243", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1989, "opinion_index": -1 }, { "cite": "324 N.C. 433", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2486400, 2484576, 2488423, 2488682, 2487325 ], "year": 1989, "opinion_index": -1, "case_paths": [ "/nc/324/0433-01", "/nc/324/0433-04", "/nc/324/0433-02", "/nc/324/0433-05", "/nc/324/0433-03" ] }, { "cite": "375 S.E.2d 689", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1989, "opinion_index": -1 }, { "cite": "92 N.C. App. 708", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8527564 ], "year": 1989, "opinion_index": -1, "case_paths": [ "/nc-app/92/0708-01" ] }, { "cite": "637 F. Supp. 734", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 3874103 ], "year": 1986, "pin_cites": [ { "page": "736", "parenthetical": "plain language of \"any action\" is broad and includes actions excluded by statute" } ], "opinion_index": 0, "case_paths": [ "/f-supp/637/0734-01" ] }, { "cite": "158 S.E. 481", "category": "reporters:state_regional", "reporter": "S.E.", "year": 1931, "pin_cites": [ { "page": "483", "parenthetical": "citations omitted" } ], "opinion_index": 0 }, { "cite": "200 N.C. 780", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8626248 ], "year": 1931, "pin_cites": [ { "page": "783", "parenthetical": "citations omitted" } ], "opinion_index": 0, "case_paths": [ "/nc/200/0780-01" ] }, { "cite": "139 S.E.2d 10", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1954, "pin_cites": [ { "parenthetical": "suit brought by stockholder for failure of the board of directors to declare and pay dividends from the corporation's earnings" } ], "opinion_index": 1 }, { "cite": "263 N.C. 101", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8567726 ], "year": 1954, "pin_cites": [ { "parenthetical": "suit brought by stockholder for failure of the board of directors to declare and pay dividends from the corporation's earnings" } ], "opinion_index": 1, "case_paths": [ "/nc/263/0101-01" ] } ], "analysis": { "cardinality": 354, "char_count": 5714, "ocr_confidence": 0.69, "pagerank": { "raw": 8.138363859351185e-08, "percentile": 0.47110931950086665 }, "sha256": "f6469e2712aa9fe6129e814a5eeccc8b801575afbf1ba98dc136588ac8c44e4d", "simhash": "1:7a1ee987604596e0", "word_count": 916 }, "last_updated": "2023-07-14T19:26:07.401162+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judge COZORT concurs.", "Chief Judge HEDRICK dissents." ], "parties": [ "McGLADREY, HENDRICKSON & PULLEN, a partnership (formerly A. M. Pullen & Co.) v. SYNTEK FINANCE CORPORATION (formerly the Washington Group, Incorporated)" ], "opinions": [ { "text": "LEWIS, Judge.\nPlaintiff\u2019s sole contention on appeal is the trial court erred in denying its motion for attorney\u2019s fees \u201csince an award of such fees is required by G.S. 55-50(k).\u201d Plaintiff argues that each of the required elements set out in G.S. 55-50(k) is present in this case; therefore, the trial court had no discretion to deny an award of attorney\u2019s fees.\nG.S. 55-50(k) states:\nAny action by a shareholder to compel the payment of dividends may be brought against the directors, or against the corporation with or without joining the directors as parties. The shareholder bringing such action shall be entitled, in the event that the court orders the payment of a dividend, to recover from the corporation all reasonable expenses, including attorney\u2019s fees, incurred in maintaining such action. If a court orders the payment of a dividend, the amount ordered to be paid shall be a debt of the corporation.\nWe have found no previous interpretation of the scope of G.S. 55-50(k). We find that the plaintiff is entitled to recover reasonable attorney\u2019s fees under this statute. The plaintiff brought this action \u201cas the record owner of 42,748 shares of Preferred A stock of defendant corporation to recover a dividend. . . .\u201d By using the word \u201cany\u201d without limitation in this section, the legislature plainly intended a very broad interpretation. \u201c[T]he word \u2018any\u2019 is defined: \u2018It is synonymous with \u201ceither\u201d and is given the full force of \u201cevery\u201d or \u201call.\u201d Frequently used in the sense of \u201call\u201d or \u201cevery,\u201d and when thus used it has a very comprehensive meaning....\u2019\u201d Southern Rwy. Co. v. Gaston Co., 200 N.C. 780, 783, 158 S.E. 481, 483 (1931) (citations omitted); see also Britt v. Schindler Elevator Corp., 637 F. Supp. 734, 736 (D.D.C. 1986) (plain language of \u201cany action\u201d is broad and includes actions excluded by statute). Plaintiff\u2019s action falls within the broad statutory language of G.S. 55-50(k), and it is entitled to recover reasonable expenses, including attorney\u2019s fees.\nReversed and remanded for entry of an award of attorney\u2019s fees.\nJudge COZORT concurs.\nChief Judge HEDRICK dissents.", "type": "majority", "author": "LEWIS, Judge." }, { "text": "Chief Judge HEDRICK\ndissenting.\nI believe that plaintiff, by bringing this action, was not seeking \u201cto compel the payment of dividends\u201d within the meaning of N.C. Gen. Stat. 55-50(k). Rather, plaintiff\u2019s action was brought to recover a debt owed to plaintiff by defendant. It is merely a dispute between an individual shareholder and a corporation, not a suit brought to compel the declaration and payment of a dividend for the benefit of all shareholders. See, e.g., Dowd v. Foundry Co., 263 N.C. 101, 139 S.E.2d 10 (1954) (suit brought by stockholder for failure of the board of directors to declare and pay dividends from the corporation\u2019s earnings). Here, the dividend had already been declared by defendant and paid to all other Preferred A shareholders. Construing N.C. Gen. Stat. 55-50 as a whole, I find plaintiff\u2019s argument that attorney\u2019s fees and expenses are recoverable in this situation to be unconvincing. For this reason, I cannot subscribe to the majority\u2019s conclusion that plaintiff is entitled to recover reasonable expenses, including attorney\u2019s fees.\nI vote to affirm.", "type": "dissent", "author": "Chief Judge HEDRICK" } ], "attorneys": [ "Brooks, Pierce, McLendon, Humphrey & Leonard, by Reid L. Phillips, and Jeffrey A. Batts, for plaintiff-appellant.", "Petree, Stockton & Robinson, by Norwood Robinson, Robert J. Lawing, and Jane C. Jackson, for defendant-appellee." ], "corrections": "", "head_matter": "McGLADREY, HENDRICKSON & PULLEN, a partnership (formerly A. M. Pullen & Co.) v. SYNTEK FINANCE CORPORATION (formerly the Washington Group, Incorporated)\nNo. 8918SC1056\n(Filed 3 April 1990)\nAttorneys at Law \u00a7 7.5 (NCI3d)\u2014 action to recover dividend \u2014 shareholder entitled to recover attorney\u2019s fees\nPursuant to N.C.G.S. \u00a7 55-50(k), plaintiff shareholder in defendant corporation was entitled to recover reasonable attorney\u2019s fees incurred in prosecuting an action to recover a dividend paid by defendant to all other Preferred A shareholders.\nAm Jur 2d, Corporations \u00a7\u00a7 2485, 2493, 2495.\nChief Judge HEDRICK dissenting.\nAPPEAL by plaintiff from an order entered 21 August 1989 in GUILFORD County Superior Court by Judge Lester P. Martin, Jr. Heard in the Court of Appeals 16 February 1990.\nPlaintiff seeks to recover attorney\u2019s fees and expenses pursuant to G.S. 55-50(k). The record discloses the following: Plaintiff-shareholder brought an action against defendant-corporation on 14 October 1986 seeking to recover a dividend that defendant paid to all other Preferred A shareholders on or about 10 July 1984. Defendant answered and alleged as a defense that plaintiff\u2019s action was barred by the execution of a mutual release entered into by the parties. On 2 December 1987, Judge Robert A. Collier, Jr. denied plaintiff\u2019s motion for summary judgment and entered an order granting defendant\u2019s motion for summary judgment. On appeal, this Court found that the release signed by plaintiff did not concern plaintiff\u2019s rights to its Preferred Stock or the dividends on it. McGladrey, Hendrickson & Pullen v. Syntek Finance Corp., 92 N.C. App. 708, 375 S.E.2d 689, disc. rev. denied, 324 N.C. 433, 379 S.E.2d 243 (1989). As a result of this finding this Court vacated the trial court\u2019s order and remanded the matter to the superior court for the entry of judgment for plaintiff. A judgment in the dividend amount of $10,687.00 was entered for plaintiff by Superior Court Judge W. Douglas Albright on 10 July 1989. On 27 June 1989, plaintiff filed a motion pursuant to G.S. 55-50(k) seeking to recover attorney\u2019s fees and expenses in the amount of $27,301.99 incurred in prosecuting the action to recover the dividend. From the order of 21 August 1989 denying this motion, plaintiff appealed.\nBrooks, Pierce, McLendon, Humphrey & Leonard, by Reid L. Phillips, and Jeffrey A. Batts, for plaintiff-appellant.\nPetree, Stockton & Robinson, by Norwood Robinson, Robert J. Lawing, and Jane C. Jackson, for defendant-appellee." }, "file_name": "0151-01", "first_page_order": 179, "last_page_order": 181 }