Case Of Bob Timberlake Collection Inc. V. Edwards

Citation: Bob Timberlake Collection, Inc. v. Edwards, 176 N.C. App. 33, 626 S.E.2d 315 (2006).
Procedural History: Bob Timberlake Collection Incorporated filed a complaint against Mr. Marshall Edwards alleging breach of stock purchase agreement, default of promissory note, and misrepresentation. Mr. Edward’s filed a counterclaim that consisted of claims for fraud, negligent misrepresentation, securities fraud, unfair and deceptive trade practices, breach of the stock purchase agreement and breach of a January 2002 agreement. Bob Timberlake Collection then asked for Mr. Edwards counterclaims to be dismissed, which the Trial Courts agreed upon based on Edwards’s prejudice for failure "to state proper claims for which relief can be granted pursuant to Rule 12(b)(6) of the

Marshall Edwards had agreed upon a stock purchase regarding Riverwood, INC. Mr. Edwards bought 90% of the stock in Riverwood. Mr. Edwards agreed to pay BTI $800,000.00. The $800,000.00 would be made in three payments to BTI. His first payment was paid in April of 2001 for $250,000.00. He then agreed to the other payments of $250,000.00 and $300,000.00 in a promissory note, which were supposes to be secured. After entering into the stock purchase agreement Mr. Edwards claimed that prior to his purchase, BTI made inaccurate statements to him regarding Riverwood’s "established" sales force, general ledger trial balance, and general ledger reflecting ownership of certain equipment that was owned by third parties. Edward’s brought up the issue with the chief operation officer of BTI, Mr. Daniel Timberlake. When Mr. Timberlake got back with him he did not respond to the letter’s that Timberlake sent to Edward’s, and he did not pay the second payment of $250,000.00 or the last payment of $300,000.00. In 2 July 2003, BTI filed a complaint alleging breach of the stock purchase agreement, default of promissory note, and