The North Carolina Supreme Court issued an opinion Dec. 12, 2025, affirming a lower court's summary judgment ruling in a complex real estate investment dispute that has been litigating for nearly a decade. In *Gvest Real Estate, LLC v. JS Real Estate Investments, LLC*, the high court upheld the Business Court's decision granting defendants' motion for summary judgment and partially granting plaintiff's motion for partial summary judgment.
The dispute centers on the membership and management of Yards at NoDa, LLC, a real estate entity that became the subject of competing claims between multiple investment companies. Gvest Real Estate, LLC, formerly known as Gee Real Estate, LLC, filed suit against JS Real Estate Investments, LLC, Shaw Capital & Guaranty, LLC, TR Real Estate, LLC, Levan Capital, LLC, and individual defendants James Shaw and Tyson Rhame, along with Yards at NoDa, LLC itself.
The case originated with the establishment of Yards at NoDa in 2011 by Raymond Gee, a Charlotte businessman and real estate developer. The venture apparently involved multiple real estate investment entities, but subsequent business disputes arose over control and management of the company. The litigation reflects the complex web of relationships common in real estate development partnerships, where multiple investors and management companies often have overlapping interests and responsibilities.
The defendants filed counterclaims against Gvest, creating a multi-party dispute that required special judicial handling. Due to the complexity of the business issues involved, Chief Justice Mark Martin designated the case as a mandatory complex business case on Nov. 28, 2016, pursuant to North Carolina General Statute § 7A-45.4(b). This designation moved the case to the state's specialized Business Court system, designed to handle sophisticated commercial litigation.
Special Superior Court Judge Adam M. Conrad, who serves as a Complex Business Cases judge, presided over the lower court proceedings. On Sept. 12, 2023, Judge Conrad issued an order and opinion that granted defendants' motion for summary judgment while granting in part and denying in part plaintiff's motion for partial summary judgment. This mixed ruling addressed various claims in the complex litigation.
Gvest's primary claims included seeking declaratory judgment regarding the membership and management structure of Yards at NoDa, as well as allegations of breach of fiduciary duty and constructive fraud against the real estate company defendants and individual defendants Shaw and Rhame. These claims are typical in partnership and LLC disputes where parties disagree about management authority, profit distributions, or fiduciary obligations.
The defendants successfully argued for summary judgment on Gvest's declaratory judgment claim, convincing the Business Court that no genuine issues of material fact existed regarding the legal questions at stake. Summary judgment is appropriate when the moving party demonstrates that there are no disputed factual issues and they are entitled to judgment as a matter of law.
On appeal to the North Carolina Supreme Court, Gvest challenged the Business Court's rulings on both the declaratory judgment claim and the breach of fiduciary duty and constructive fraud claims. The case was heard by the Supreme Court on April 23, 2025, with oral arguments presented by attorneys Rex C. Morgan and Jonathan Salmons representing plaintiff-appellant Gvest, while Chelsea J. Corey represented the defendant-appellees.
Justice Riggs authored the Supreme Court's opinion, which addressed whether the Business Court erred in its summary judgment rulings. The court examined the specific legal standards governing declaratory judgment actions in LLC disputes and the elements required to prove breach of fiduciary duty and constructive fraud in the context of real estate partnerships.
The Supreme Court concluded that the Business Court did not err in its rulings and affirmed the order and opinion. This means the summary judgment in favor of defendants stands, effectively resolving the primary claims in defendants' favor. The affirmance suggests that either Gvest failed to present sufficient evidence to create genuine issues of material fact, or that the law clearly favored defendants' legal position.
The case represents the type of complex commercial litigation that North Carolina's specialized Business Court system was designed to handle efficiently. Real estate investment disputes often involve intricate partnership agreements, fiduciary relationships, and competing interpretations of LLC operating agreements that require judicial expertise in business law.
The resolution of this nearly decade-long dispute provides clarity for the parties regarding their respective rights and obligations in Yards at NoDa. For Gvest, the adverse ruling means its claims for declaratory relief and damages based on alleged fiduciary breaches and constructive fraud were unsuccessful. For the defendants, the affirmance validates their legal position and ends the lengthy litigation.
The case also demonstrates the importance of clear operating agreements and well-defined management structures in real estate investment ventures, as ambiguities in such arrangements often lead to protracted litigation when business relationships deteriorate.