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G.P. Publications Inc. v. Quebecor Printing3/4/1997
reversed.
Since we hold in G.P.'s favor on the issue of successor liability, we need not address its remaining assignments of error.
QUEBECOR'S APPEAL
In its cross-appeal, Quebecor asks this Court to consider whether the trial court erred by: (I) denying its motion for relief from judgment for failing to use the proper remedy in its Disposition of the "mere continuation" claim; (II) granting TFSI II's motion for directed verdict on Quebecor's successor liability claim against it; (III) improperly limiting consideration of the SEC definition of "succession" to impeachment purposes; (IV) improperly instructing the jury on the definition of "gross" and denying its motion for J.N.O.V. on the issues of commercial reasonableness and grossly inadequate consideration; (V) granting G.P.'s motion for directed verdict on its counterclaim against G.P. for unfair trade practices and denying Quebecor's motion for J.N.O.V. on the issue of damages on its counterclaim for unfair trade practices against TFSI II; (VI) denying its motion to join TFSI III as a necessary party; and (VII) granting G.P.'s motion for a stay and setting the bond at $100,000.
I, II, III and VI
Quebecor raises several objections that pertain to its successor liability claim based on the "mere continuation" exception. Since we have already concluded that G.P. was not liable as a mere continuation of Signal, there is no need to address the merits of these issues.
IV. Quebecor also alleged that G.P. was subject to successor liability for having paid "grossly inadequate consideration" for Signal's assets. Quebecor contends that the trial court's definition of "gross" as meaning "out of all measure, beyond allowance, or flagrant" connoted a moral element to the term, which North Carolina law rejects.
We decline to address the merits of this argument for the following reason. The trial court informed the jury that if they found that the sale of Signal's assets was commercially reasonable (and therefore the sale price was reasonable), they were not to decide whether the transfer was for grossly inadequate consideration; rather, they were to automatically answer this second issue "no." Since the jury decided that the sale was commercially reasonable, presumably they did not address the second issue of whether the transfer was for grossly inadequate consideration. Therefore, Quebecor's argument is moot.
V. At trial, Quebecor asserted claims for unfair trade practices against both TFSI II and G.P. under N.C.G.S. ยง 75-1.1, arising from the plaintiffs' conduct in acquiring and operating Signal's assets. The trial court granted directed verdict as to G.P. and submitted this issue to the jury only as to TFSI II. The jury found that TFSI II "wrongfully threatened one or more of the officers or director of Signal Research, Inc. with a civil lawsuit against him or them personally if the Signal Board of Directors did not agree to a friendly foreclosure " and that it "wrongfully threatened a RICO action against one or more of the officers or directors personally if the Signal Board of Directors did not agree to a friendly foreclosure." However, the jury also found that Quebecor had not been damaged as a proximate result of the unfair and deceptive conduct and awarded it nothing.
Quebecor first assigns as error the trial court's decision to grant G.P.'s motion for directed verdict. For the following reason, we affirm the trial court's decision.
A fraudulent practice claim is considered a personal tort. See Investors Title Ins. Co. v. Herzig, 330 N.C. 681, 688, 413 S.E.2d 268, 271 (1992). The purpose of the act is to protect the victim from deceptiv
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