1. Introduction

The most striking—and arguably most damning—revelation to emerge from the legal battle outlined in this legal battle against JHD properties is how a pair of corporate managers allegedly exploited a family-owned property-holding structure for almost two decades without meaningfully advancing the entity’s stated mission. According to court documents, two brothers who served as co-managers refused to break a stubborn deadlock over the potential sale or development of prime real estate. Despite the limited liability companies (LLCs) having been expressly formed to engage in buying, selling, developing, and actively managing the land, these managers reportedly sat on it—reaping tax advantages through a nominal “timber” classification while allowing no real business activity since 2004. In other words, the LLCs outwardly existed, but their purpose languished. Potentially valuable acreage did nothing but accumulate weeds and hypothetical “possibilities,” to the frustration of other family members who wanted either a sale or an actual forestry operation.

In the final pages of the attached below court’s opinion, the judge observed that the LLCs “have not conducted any economically useful activity” for nearly two decades. Year after year, the managers allegedly declined every offer to enter into real negotiations—whether for timber harvests or commercial development—until the rest of the family effectively cried foul and sought dissolution. From an outside perspective, the record suggests that this managerial gridlock effectively iced out the majority’s desire to realize the property’s value, all while the LLCs leveraged favorable tax treatment and continued to exist without fulfilling their original purpose. The trusts of other family members finally sued, claiming it was “not practicable” to continue operations given the two-manager system that required unanimous decisions. The Supreme Court of North Carolina, affirming the lower Business Court, recently agreed: these LLCs’ structure had become “unfeasible” under state law, meriting judicial dissolution.

On its face, such an inheritance dispute might look like an isolated family squabble confined to a large parcel of undeveloped land. Yet the allegations bear a striking resemblance to a broader pattern under neoliberal capitalism, in which corporate vehicles (often limited liability companies or shell entities) are used to shield assets, lock in tax advantages, and delay or frustrate accountability. This case highlights the systemic problem that arises when deregulation and minimal oversight empower controlling parties to stall any motion that might force them out of their comfort zone—or that might prioritize the interests of broader communities or other stakeholders. While no one is alleging blatant fraud or corporate corruption in the sense of bribes or fabricated statements, the facts alleged still illustrate something deeply problematic: the managers’ approach effectively bottled up wealth, possibly shortchanging trust beneficiaries, local economies, and any notion of corporate social responsibility.

Under neoliberal capitalism, short-term profit motives or simple inertia can override good-faith attempts to develop real estate responsibly or share its value equitably among stakeholders. Although nothing in the complaint suggests these LLC managers were shredding documents or burying toxic chemicals, the alleged effect is eerily similar to so many other corporate fiascos: hidden costs forced onto others while a privileged few remain at the helm. Here, the costs took the form of deep frustration among co-beneficiaries who wanted to see the land either monetized or actively engaged in a legitimate forestry business. The general public, as well, might question whether local tax coffers lost significant revenue because the land’s “timber” status—a classification that can significantly reduce the property-tax burden—was never meaningfully used after one lone sale in 2004.

This eight-section investigative article delves into those allegations and broader structural forces at play. Drawing on the lawsuit and the court’s final opinion, we will piece together the alleged misconduct, examine how this fiasco went on so long, and explore why the regulators or legal systems seemed powerless—until recently—to correct it. We will then situate this quiet fiasco in the context of corporate accountability, economic fallout, and the age-old tension of a capitalist system that prizes private profit over public interest. Finally, we will look at how a typical PR playbook might frame this story, and we will end by highlighting the deeper rift between corporate power and the public interest.

In so doing, we reveal that these allegations, though rooted in a narrowly focused property dispute, underscore systemic flaws in how limited liability companies operate under a neoliberal framework. The heart of the matter: unbreakable deadlocks, inertia that stifles socially beneficial uses of land, minimal accountability for managerial decisions, and corporate structures that can easily exploit tax laws. Those real-world consequences echo larger crises—wealth disparity, local communities at a disadvantage, and the inherent difficulties of ensuring corporate ethics in pursuit of profit or managerial control.

This article is divided into eight sections:

1. Introduction – an overview, highlighting the case’s most alarming facts and clarifying the broader lens.
2. Corporate Intent Exposed – a closer look at the LLCs’ stated mission, how it was allegedly subverted, and the deeper ramifications of such subversion.
3. The Corporate Playbook / How They Got Away with It – a dissection of the legal, procedural, and cultural factors that allowed the deadlock to persist.
4. Crime Pays / The Corporate Profit Equation – an exploration of how even a seemingly “inactive” company might reap hidden benefits (such as favorable tax status) while ignoring the public good.
5. System Failure / Why Regulators Did Nothing – an analysis of state-level oversight, highlighting how labyrinthine corporate law, administrative inertia, and limited resources let LLC disputes remain hidden.
6. This Pattern of Predation Is a Feature, Not a Bug – a deeper reflection on how, under neoliberal capitalism, such deadlocks and inactions are not just anomalies but are structurally incentivized.
7. The PR Playbook of Damage Control – a glimpse into how corporations in similar lawsuits typically respond or spin their stories, from denial to minimal “compliance statements.”
8. Corporate Power vs. Public Interest – concluding thoughts on how the quest for corporate accountability intersects with community well-being, wealth distribution, and the viability of real regulation.

By the end of this report, the relationship between this seemingly mundane real-estate deadlock and broader global trends in corporate corruption and corporate greed will come to the fore. Whether or not we see this as a malicious act or simply an unfortunate stasis, the end results shine a harsh spotlight on how modern corporate frameworks can facilitate passivity and still produce negative ripple effects for everyone outside the immediate circle of controlling managers.

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2. Corporate Intent Exposed

The principal allegations in Davis Trust v. JHD Properties, LLC revolve around the notion that these LLCs—JHD Properties, LLC and Berry Hill Properties, LLC—were established for a clearly defined purpose: “the purchase, development, rental, ownership and sale of real property,” as well as “any other lawful business for which limited liability companies may be organized.” The father, Dr. James H. Davis, set up these LLCs as part of an estate plan to benefit his four sons through trusts, each holding a 25% stake. Two of these sons were designated as co-managers. In theory, this structure should have fostered active stewardship of approximately 68 acres of land in Wake County, North Carolina. The father’s stated objective was that the managers would either develop the property, lease it out, harvest timber responsibly, or sell it for a profit, thereby maximizing returns for the trust beneficiaries.

Yet as described by the plaintiffs—the trusts of two of the sons (Jim and Tad)—this vision quickly derailed. The facts recited in court documents recount years of minimal to nonexistent business operations: no major harvest of timber since 2004, no consistent reforestation strategy, no property rentals or significant development projects, no serious negotiations with outside buyers, and not even an appraisal that might help chart the path forward. The father’s plan provided wide latitude to explore “any lawful real estate business.” But the complaint indicates there was little forward movement apart from paying taxes, submitting perfunctory Secretary of State filings, and occasionally planting seedlings to preserve a tenuous “timber farm” classification.

To place this in context, if an LLC states its corporate mission as an active real-estate venture and then does almost nothing with prime land—while racking up tax benefits for nearly two decades—one might ask whether that scenario reveals an ulterior corporate motive. From the vantage point of the other siblings, the father’s intent was “exposed” in the sense that the documents show a plan for real, profitable, and active engagement. Yet the co-managers apparently short-circuited that plan. One manager consistently proposed expansion or sale, while the other balked, and neither made an effort to engage wholeheartedly in the other’s proposals.

Where the Evidence Leads

The lawsuit references letters, meetings, and proposals from 2018 onward in which a majority of the siblings sought a sale to an outside developer, or at least exploration of that possibility. Indeed, a real estate developer issued a letter of intent, which the co-managers could have used as a springboard to glean what the market would bear. Nevertheless, the defendant manager—Charles—never approved negotiations, effectively letting the deal expire. While the case documents do not indicate any direct personal enrichment from blocking the sale, they do suggest a corporate environment of strategic inaction, or “paralysis by design,” in which the manager resisting the sale faced little immediate downside. No sale, no distribution, no changes—just the status quo.

In a broader corporate ethics perspective, all this points to a tension between manager prerogatives and beneficiary expectations. Several siblings (plaintiffs) simply wanted to monetize their rightful share, but the co-manager had different plans or perhaps no real plan at all. That sort of friction, if left unchecked, can feed suspicion of corporate greed or at least corporate irresponsibility, especially when the alleged “business operation” is mostly a phantom. If, for example, the manager personally valued the land for sentimental or speculative reasons, the indefinite stalling might look suspiciously like the manager was forcibly imposing his preference on the entire membership.

Tax Benefits and the Timber Angle

One of the more eye-opening aspects of the complaint is that only one real sale of timber occurred (way back in 2004), while the LLC continued to represent itself as an active timber operation. By carrying a “forestry management plan” that eventually lapsed in 2022, the LLC was able to keep property taxes in check. Although no direct wrongdoing is alleged in that respect—the father’s plan even included the idea of timber harvesting—it does highlight an underappreciated dimension of corporate power under neoliberal legal frameworks: the ability to claim special tax statuses without delivering the public benefits typically associated with them.

From an economic fallout perspective, it is easy to see how local governments or communities might be left with less revenue than they would otherwise receive if the land were taxed as non-forestry real estate. The lawsuit does not delve into local government finances, but the potential for negative community impact is strong. If the land was truly a dynamic, profitable farm or a busy development site, the tax base might expand to support schools, roads, or other infrastructure, not to mention prospective jobs if the land were developed for commercial or residential use. Instead, the complaint paints a picture of a property in a holding pattern, neither actively forested nor effectively sold.

The Inherent Risk to Beneficiaries

Apart from local communities, the main direct victims appear to be the other siblings’ trusts. Since this is a family setting, the alleged misconduct is deeply personal. Whenever corporate managers ignore the majority’s interest, there is potential for legal recourse. But it often takes time, money, and legal sophistication to bring such claims. In this instance, the siblings who favored a sale or an alternative approach felt so hamstrung by the LLC’s structure—requiring unanimous approval from both managers—that they filed suit to dissolve it entirely. They effectively argued that the company’s purpose was being thwarted, that it was “not practicable” to run things if one manager could unilaterally block all forward steps. According to the Business Court and, ultimately, the Supreme Court of North Carolina, they were right.

Implications for Corporate Intent

This begs the question: how often do corporate structures and legal frameworks around LLCs end up being turned against the very stakeholders they are meant to protect? The lawsuit underscores the way corporate accountability can erode if a small controlling group (or a single manager) can do as they please without meaningful checks. In a traditional business environment, if an LLC’s mission is neglected to such a degree, one expects a risk of meltdown, creditor action, or regulator intervention. Yet in an estate-planning scenario—where the external impetus might be minimal, and regulators typically do not actively police inactivity—these questionable practices can persist far longer.

Corporate intent thus stands exposed by the simple fact that the father’s formal documentation of an “active real estate business” was never realized. Instead, a handful of managers apparently carried on “business as usual” which, ironically, meant no real business, continuing to posture as an LLC while reaping what tax benefits they could. To the majority of siblings, that inaction effectively subverted the founding vision. In the big picture, one can see how such stasis might shape or distort local real estate markets, hamper local job creation, and concentrate wealth for the manager who has indefinite veto power. If we extrapolate from this single case to countless others, we see how, under neoliberal capitalism, the corporate form can become a tool that fosters widespread underuse or misuse of land, all while externalizing costs to the rest of society.

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3. The Corporate Playbook / How They Got Away with It

Viewed in isolation, the alleged managerial deadlock might simply seem like family drama. But step back for a moment, and you see that it falls right in line with a well-worn corporate playbook—the methods by which controlling parties exploit structural weaknesses in the law to maintain the status quo, block minority voices, and extract or preserve advantages. In many high-profile corporate lawsuits, we encounter a variety of tactics: burying opponents under paperwork, shifting blame, pointing to complicated organizational charts, or spinning a narrative of “legitimate business judgment.” Here, we see a quieter but similarly potent method: the “deadlock by design.”

3.1 The Deadlock Mechanism

Both LLCs were structured with precisely two managers, meaning that any major decision required unanimous agreement. That system works fine if the two managers share an overarching vision. But it can become a fortress for a manager who wants to block any action. In effect, the default was stasis. No sale, no new forestry plan, no significant negotiations, no partial liquidation. Nothing. Such a situation can be incredibly difficult to unravel because states typically assume that LLC owners know what they are doing when they adopt an operating agreement. Regulators do not swoop in to break a stalemate. Instead, they wait for litigation—litigation that is expensive and time-consuming.

For the manager who effectively wants no changes, that structure is a dream scenario. He needs only to say “no.” He can always claim, as the complaint alleges Charles did, that “we should keep examining the best path forward” or “we should hold onto the land for the right deal.” Meanwhile, prospective deals, whether for farmland or commercial development, might come and go, and the other siblings cannot do a thing. This phenomenon has a name in corporate theory: minority veto power or, in more informal contexts, “hostage-taking.” The alleged outcome, as the lawsuit underscores, is that the property languishes with no real business plan, effectively undermining the entire reason for having an LLC in the first place.

3.2 Normalizing Inertia and Implying Legal Compliance

Another hallmark of corporate misconduct is the pretense that everything is above board because taxes are paid, official filings are in order, and the managers appear polite in emails. Companies can claim: “We’re meeting all our obligations,” even if, functionally, the enterprise is not fulfilling its stated purpose. The key element in many corporate fiascos is plausible deniability. Here, the managers apparently covered the LLC’s standard obligations: they filed annual reports, presumably kept a modicum of financial records, and maintained the “timber farm” label.

This veneer of normalcy can mislead outsiders into assuming that the enterprise is actively pursuing lawful commerce or stewardship. In a sense, “we’re up to date on taxes” becomes code for “leave us alone.” Because the LLC’s purpose was broad—ranging from real estate development to ownership—virtually any measure short of outright dissolution might look “acceptable.” The complaint, however, alleges that these outward formalities masked a deeper breakdown in governance. Essentially, the co-managers’ inability to agree on even the simplest path forward made any meaningful activity impossible.

3.3 Evading Accountability Through Complex Structures

Although the structure in question is not complicated—a pair of LLCs, each manager effectively holding veto power—it still highlights a broader phenomenon: responsibility and accountability can get lost inside labyrinthine or contradictory corporate setups. It does not necessarily require an elaborate network of offshore accounts. Even a small, family-owned enterprise can cultivate confusion about who is in charge, who can be overruled, and how decisions should be made. In the end, nobody is forced to do anything. That lack of impetus is a hallmark of neoliberal capitalism, in which minimal state intervention leaves private parties to sort out conflicts among themselves, typically through expensive lawsuits.

In other contexts, we see corporations using shell subsidiaries to shift liabilities or skirt strict regulations. Here, the complaint suggests the LLC structure gave cover to a strategy of indefinite delay. If the controlling manager refused to sign off on a sale, nobody could force him, and no third-party regulator came knocking to ask about real economic activity. The “corporate playbook” in this lawsuit thus exemplifies how easy it is to exploit an LLC’s features—especially unanimous-consent provisions—to hold the entity hostage, so long as you maintain just enough formal compliance to keep courts or agencies from intervening early.

3.4 Stonewalling Tactics and Emotional Leverage

One cannot ignore the unique emotional dimension of a family inheritance conflict, which can magnify the underlying power dynamics. The complaint indicates that multiple siblings wanted out, presumably for personal reasons—maybe to invest in something else, or simply to close this chapter of estate administration. The manager who refused the sale could use that emotional leverage to his advantage: “If you want your money, you have to accept my terms.” The lawsuit references various proposals, term sheets, and letters of intent that went nowhere because one side withheld approval. Such stonewalling effectively drained the other siblings’ patience and resources, eventually driving them to request the nuclear remedy of judicial dissolution. It was only after protracted litigation that the court ordered the LLC dissolved and the assets potentially sold or wound up.

3.5 Broader Lessons

The reason this “deadlock approach” belongs in the corporate playbook is that it can manifest not only in family-run businesses but in large-scale corporate boards. Consider a scenario where a 50–50 joint venture invests in a resource (like farmland, logging tracts, or real estate). If the two parties disagree on the core strategy, and if the operating agreement includes no “tie-breaker,” one party might do exactly what is alleged here: freeze everything. Although no explicit mention of wrongdoing is spelled out in the complaint, in practical effect, it can lead to real harm—to minority partners, to communities left in limbo, and to local governments that cannot count on the project’s development or associated taxes.

This is one reason governance experts advise careful drafting of tie-breaker provisions or buy–sell clauses. But in a purely private arrangement, that advice might be ignored or overlooked. The results are consistent: people can hide behind the “deadlock” to maintain control or forestall accountability. That is how the defendants in this lawsuit “got away with it,” at least until the other siblings filed suit. Even then, it took multiple motions, cross-motions, and appeals culminating in a North Carolina Supreme Court decision for final resolution. Most families lack the resources or knowledge to push that far, so the situation could easily have dragged on for another generation—pointing to the quiet potency of this “corporate playbook” approach.

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4. Crime Pays / The Corporate Profit Equation

At first blush, it can sound strange to label something “crime” if no law is obviously broken—no stolen goods, no proven tax fraud. But in the broader sense of corporate corruption or unscrupulous conduct, the phrase “crime pays” often captures situations in which inaction or exploitation of legal loopholes yields tangible financial rewards or preserves them. The alleged misconduct here might not fit the typical white-collar crime narrative of forging documents or bribing officials. Yet the net effect—real property kept in a nonproductive but tax-advantaged limbo—draws parallels to a system in which harmful or at least stagnant behavior is effectively incentivized.

4.1 The “Profit” in Doing Nothing

How does an LLC profit from inaction? Often, we imagine corporate players chasing deals, forging expansions, or manufacturing products. But as the complaint indicates, if you can shelter land under a “timber farm” classification, you potentially reduce annual property taxes. Meanwhile, the land might appreciate in value, especially in a growing region of North Carolina. If the manager who blocks a sale has no pressing need for liquidity, he can simply wait, watch the land’s market value climb, and then—at a time of his choosing—buy out the other siblings’ shares on favorable terms or eventually orchestrate a development. By that point, the other siblings might be in a weaker negotiating position or might have effectively given up. Doing nothing can be a path to personal benefit, especially if the controlling party can simply wait out the clock.

From the perspective of the other siblings, the LLC’s “crime” (to use the term loosely) is that it denies them the chance to realize the property’s fair market value or to see real returns on the father’s original investment. The property belongs to all four siblings’ trusts collectively, yet the alleged refusal to consider legitimate offers from third-party developers essentially blocked the majority. As the complaint states, the manager facing the allegations expressed interest in buying the property himself but never tendered a sufficiently concrete or compelling offer to be accepted. In the meantime, the property’s ownership—and the manager’s veto power—conferred intangible, but real, benefits to him alone.

4.2 Distortion of Wealth and Local Impact

This dynamic helps perpetuate wealth disparity, one of the hallmark consequences of neoliberal capitalism. The lawsuit details that the father’s intention was to pass on wealth equally. But when an LLC designed to preserve or generate wealth for all children remains locked in place by a single manager, that has ripple effects on the distribution of that wealth. Some trust beneficiaries see no returns, while the manager can effectively shape the direction of the entire enterprise. If we generalize beyond one family, these sorts of corporate structures can concentrate power and further skew the distribution of assets, fueling the broader social problem of wealth inequality.

Meanwhile, local communities feel the pinch. If the land were sold, developed, or actively logged, the county might see a jump in property taxes, job creation, or local spending. The complaint says the land in question spans about 68 acres in Wake County—an area that has seen significant growth. Even a small commercial development might produce local construction jobs, expanded tax revenue, or new housing stock. None of that can happen so long as the LLC effectively does nothing. The residents, towns, or local supply chains remain starved of any potential infusion of revenue or commerce.

4.3 Reframing “Profit Maximization”

One might be tempted to think that if these managers were truly profit-driven, they would develop the property or sell it to a developer at a profit. The lawsuit clarifies, however, that the father’s instructions and the operating agreements pointed strongly toward “development, rental, ownership, and sale” as the path to returns. Yet ironically, “maximum profit” might also arise from indefinite speculation—holding the land until external conditions shift dramatically in the manager’s favor. This reveals a fundamental tension in corporate accountability. While standard capitalism might encourage active use of resources, neoliberal approaches often rely on property speculation or waiting for the “perfect moment.” Those who can afford to hold an asset for years can profit more in the long term than those forced to sell earlier.

From a broader vantage, this is consistent with high-level criticisms of corporate or investor-driven real estate markets, where large tracts of potentially valuable land remain unused, fueling housing shortages and sprawl. The land remains locked up, effectively removing it from the local economy except for minimal property taxes. The manager, who apparently has the power to keep the land idle, bears no day-to-day cost for that decision besides mild friction with other siblings. Indeed, the complaint suggests he used forest management requirements perfunctorily, thereby ensuring the land kept a favorable tax classification without fulfilling the promise of active forestry. This might be “optimal” from a personal standpoint, but from the vantage point of public interest, it can hinder local growth and resources.

4.4 Externalizing Risk and Cost

In a typical production-based business, owners might face pressure from regulators or lenders if they shut down all production while continuing to enjoy legal or financial benefits. But real estate is less regulated in that sense. If you own the land outright or hold it through an LLC with minimal debt, you can essentially park it. The community might end up bearing a share of the cost, losing potential tax dollars or infrastructure improvements that might have been spurred by development. Meanwhile, if a forest remains unharvested or unmaintained, the risk of pests or fire could impact neighbors; this risk is not mentioned explicitly in the complaint, but in a broader environmental sense, neglected farmland can sometimes create externalities for adjacent properties. Typically, local governments do not have the authority or bandwidth to step in and say, “Use your land or lose it,” aside from narrow code-enforcement powers that address dangerous conditions.

Hence the system allows inaction to “pay” from the vantage of the blocking manager. He invests minimal capital and minimal effort while preserving the possibility of a future windfall. Meanwhile, the other siblings remain tethered to a property that yields no present returns. The rest of the region sees no new jobs or commercial expansion. And the LLC’s entire existence becomes a protracted waiting game. If at some future date the manager orchestrates a sale—perhaps after the siblings are forced to accept lower terms—he might stand to gain mightily. This is the “profit equation” laid bare.

4.5 The Real “Losers”

While the manager who blocks a sale might eventually profit, the outcome for the other siblings is bleak. In the complaint, we see that Jim and Tad wanted to explore profitable sales or developments—and they presumably had no illusions that might yield an immediate windfall. They simply wanted the LLC to do what it was designed to do or, failing that, liquidate. However, they were forced into prolonged litigation to achieve that. Litigation is expensive, time-consuming, and riddled with uncertainty. Even if they ultimately prevailed, they lost precious years during which their inheritance (or trust assets) remained tied up. Meanwhile, the local community also lost potential tax revenue and any associated economic benefits of active land use. Indeed, the Supreme Court’s eventual ruling for dissolution indicates the situation had become not just unproductive but “unfeasible.”

Thus, we see that “crime pays” in the sense that structural inertia and legal deadlock can deliver major advantages to a manager who is not under time pressure. It is less a question of blatant criminal conduct than of how the law, as structured, can inadvertently reward parties who favor indefinite stalling over proactive business decisions. The rest of the membership, along with local stakeholders, end up stuck in limbo. This phenomenon, repeated countless times across the corporate landscape, fosters wealth disparity and undermines meaningful corporate social responsibility.

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5. System Failure / Why Regulators Did Nothing

An obvious question arises: If these LLCs did indeed remain idle for decades despite an express purpose of “development, rental, ownership, and sale,” why did no regulator or public agency step in sooner? The short answer: This is precisely how the system is set up under neoliberal capitalism. Regulatory bodies, especially at the state level, do not proactively police whether an LLC is fulfilling its stated goals. Their oversight is typically limited to ensuring that annual reports are filed, fees are paid, and basic administrative compliance is met. In the corporate ethics space, this phenomenon is often criticized as regulatory capture or simply as regulatory minimalism: the idea that government imposes only the bare minimum rules for business formation and then steps back.

5.1 The Limited Reach of Business Court Oversight

In North Carolina, as in many states, the courts’ involvement in corporate governance disputes is reactive, not proactive. Companies are free to operate or fail to operate in relative obscurity until a dispute escalates into litigation. Only then do the state’s specialized Business Courts or general courts get a glimpse inside the black box of corporate decision-making. Here, the complaint and the resulting proceedings laid bare the LLCs’ many years of inactivity. But for all that time, there was no routine oversight to say “Are you fulfilling the purpose you wrote into your operating agreement?” or “Are you truly a timber operation if you haven’t sold timber in nearly two decades?”

5.2 Deference to Contractual Freedom

Another key principle in modern business law is the “freedom of contract.” States prize the flexibility of LLCs as business entities. An LLC can be managed in nearly any manner the owners choose, so long as it does not violate a limited set of statutory rules. If an LLC wants to name two managers and require unanimous approvals, the state does not see that as a problem. If that leads to deadlock, it is considered a matter for the managers or members to sort out themselves, typically by negotiation or internal mechanisms (if any exist). Only when that fails do parties file lawsuits. This approach is deeply rooted in the neoliberal notion that private actors “know best” and that government intervention should be minimal.

In practice, that means years may pass before a judge has cause to intervene. The short attempt at private resolution, as described in the complaint, involved meandering conversations about whether to harvest more timber, develop an agritourism concept, or negotiate with potential buyers. But until the siblings actually invoked the judicial process, there was no impetus for official scrutiny. Regulators typically consider it none of their business. That is not unique to North Carolina—it is the national norm.

5.3 The Illusion of “No Harm, No Foul”

In the regulatory mindset, there is a sense that if a company is not violating environmental standards, not missing tax payments, and not generating formal complaints from the public, it must be fine. “No harm, no foul.” Meanwhile, serious harm to minority members or trust beneficiaries can remain invisible, concealed behind standard corporate formalities and the complexities of private operating agreements. Indeed, from the vantage point of a local official or tax authority, a landowner who pays on time—albeit at a reduced forestry rate—may not raise any red flags. The official sees no cause to pry into the land’s actual usage. And if the manager occasionally files a new forestry management plan (or at least keeps the property under the state’s forest classification if possible), the local official might assume that the property remains an active or potential timber site.

Thus, the case reveals how a “don’t ask, don’t tell” environment fosters corporate pollution of the legal system’s intended function. Pollution here is metaphorical—there is no indication of toxic waste, but there is a kind of ethical “pollution,” an abuse of the law’s flexibility. The ultimate losers are the siblings who wanted a legitimate path for the land’s development and the local community that might have welcomed new jobs or increased tax base. Yet from the standpoint of regulators, the matter looked routine. Nothing short of a private lawsuit triggered closer scrutiny.

5.4 The Cost of Enforcement

Another dimension is that even if some local or state agency had the authority to investigate suspicious inactivity, that agency would need resources and motivation. Typically, regulatory bodies focus on consumer-facing fraud, tax evasion, environmental hazards, or other urgent priorities. A simple deadlock within a family-held LLC does not typically register as a pressing matter of public health or consumer advocacy. The system, as structured, invests neither the manpower nor the budget to scrutinize how every LLC is governed or whether it is meeting an “active business” standard. That is arguably a design choice, reflecting a political and economic philosophy that too much meddling stifles free enterprise.

Of course, the broader critique is that such minimal oversight also allows corporate stagnation or covert misconduct. Regulatory capture—the phenomenon where regulatory agencies are influenced, shaped, or wholly co-opted by the interests they regulate—need not be as blatant as bribes or corporate infiltration of an agency. Often, it is more subtle: lawmakers are reluctant to hamper business formation, so they legislate only minimal requirements, trusting that the “market” will self-correct. Yet the “market” will not necessarily help minority siblings in a locked-up LLC. They have no recourse except the courts, whose proceedings can drag on. As the final Supreme Court opinion shows, the court eventually recognized “it is not practicable” to continue under these conditions, but only after half a decade of wrangling since the initial breakdown in 2018 or 2019.

5.5 Courts as a Last Resort

This entire chain of events underscores how the failure of the regulatory system is embedded, not accidental. Judges and business courts become the only real check on internal corporate fiascos that do not cross clear lines of fraud or illegality. Even then, dissolution is a “drastic” remedy, one that courts are reluctant to impose unless the evidence is strong. In the Davis Trust case, the evidence was indeed compelling: the LLC had no real business activity for many years, the managers had reached an unbreakable stalemate, and no tie-breaking mechanism existed.

By the time the Supreme Court of North Carolina affirmed dissolution, the siblings who wanted out had presumably spent large sums on legal fees, lost opportunities, and emotional energy. The manager who blocked everything might simply have banked on that scenario—one that the system practically invites. Had the other siblings not found the will and resources to sue, the inaction could have endured indefinitely.

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6. This Pattern of Predation Is a Feature, Not a Bug

Critics of the contemporary economic order argue that cases like these are not anomalies but rather normal outcomes of neoliberal capitalism. The default assumption that markets self-regulate, that private contracts solve conflicts, and that minimal state intervention fosters growth all but guarantees that some corporate players will exploit or manipulate legal structures to secure personal advantage. With respect to the Davis Trust lawsuit, it is easy to say, “They should have drafted a better operating agreement.” But that stance ignores the bigger question: why do we systematically assume that the burden of governance must rest solely on the initial contract, even when that arrangement effectively disenfranchises a majority or leads to multi-year deadlock?

6.1 The “LLC Revolution” and Deregulation

In decades past, forming a corporation demanded more formalities and sometimes more regulatory hoops. The rise of LLC statutes across the country represented a trend toward deregulation: let business owners set their own rules, reduce the bureaucratic overhead, and trust that private lawsuits will handle any disputes. This “LLC revolution” has unleashed dynamic entrepreneurship, but also created a labyrinth where unscrupulous or uncooperative actors can hide or stall, thanks to minimal external scrutiny.

Within the broad scheme of corporate accountability, the LLC form can either be a godsend for small businesses or a Trojan horse for indefinite inactivity. Nothing in the law penalizes an LLC for failing to realize its stated purpose. Even if the land remains idle and the only “business” is paying minor fees, the government sees that as a private matter. That is the essence of neoliberal logic: markets, not the state, should set the pace. If the manager is content to do nothing, and the rest of the members do not or cannot sue, the system shrugs.

6.2 Rewarding Aggressive Tactics

A recurring theme in corporate disputes is that the side with the greatest stamina or least immediate need for liquidity can often “win” by forcing a war of attrition. If the controlling manager can wait out or financially exhaust the other siblings, he stands to shape the final outcome. The facts in the complaint highlight how, even though Jim and Tad tried for years to find solutions, they had to file suit once it was clear that negotiations were futile. The entire fiasco is typical of a system that can effectively reward intransigence: hold out until the minority begs for mercy. If the minority musters the resources to sue, it might eventually force a dissolution. But that is a steep uphill climb. The controlling manager’s refusal to engage remains rational, if not particularly benevolent, so long as the cost of litigation is less burdensome to him than the cost of an early compromise.

6.3 Inertia as a Business Strategy

Many analyze corporate wrongdoing by focusing on overt acts—misleading statements, manipulated numbers, and so on. Yet “inertia as strategy” is less visible but equally corrosive. The complaint made it clear that the manager who favored the status quo faced no short-term negative consequences for perpetuating a deadlock. He could claim he was open to ideas, just not the ones advanced by the siblings, or that the price was not right. Meanwhile, local regulators saw no immediate problem.

This is precisely the type of scenario that leads some critics to brand the system “rigged” or to decry an economic fallout that never gets properly accounted for. The timidity of external oversight and the costliness of litigation hamper meaningful checks. If the manager had wanted to truly invest in a robust “forestry business,” or to do an agritourism plan or a strategic development, presumably he would have pressed for it. The complaint indicates repeated false starts, proposals that never got off the ground. The upshot is: doing nothing still yields an eventual payoff for the manager who can wait. So, from a purely self-interested standpoint, why do anything else?

6.4 The Broader Social Costs

Even if we bracket the lawsuit’s immediate family context, we can see how such standstills hamper local progress. Land that might have been used for commercial or residential expansions is stuck in limbo. Those starved of local job opportunities or housing do not have a seat at the table. By the time the matter landed in the Supreme Court, no public official was testifying about how Wake County might have benefitted from development. Indeed, they lacked a formal mechanism to do so. So the potential social gains remain abstract, overshadowed by the private dispute. This is how, in a neoliberal framework, “the invisible hand” can end up with a suspiciously idle hand, doing nothing.

6.5 Patterns Across Industries

It would be one thing if this phenomenon were confined to family-run LLCs. But across a range of industries, we see similar patterns. Whether it is farmland owned by absentee corporations, real estate in prime urban locales held off the market by global investors, or industrial sites left dormant, the system typically allows these property owners to remain passive—so long as they pay minimal taxes or meet basic formalities. The corporate greed angle emerges when we realize the owners may be counting on future booms or simply deterring competitors. Meanwhile, communities suffer from artificially constrained supply and lack of beneficial development.

Hence, this is “a feature, not a bug.” The law’s design effectively privileges private property rights, giving wide berth to the notion that owners can do with it what they please, including nothing at all. If other parties with legitimate stakes are sidelined, their only recourse is drawn-out legal battles. The upshot is that it encourages, or at least tolerates, “predatory stasis”—blocking more productive or socially beneficial uses. Although the father’s original intent might have been philanthropic or at least equitable, once the LLC structure was in place, it was vulnerable to the manager’s personal agenda.

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7. The PR Playbook of Damage Control

In high-profile corporate scandals, the usual crisis-communication or PR playbook might revolve around disclaimers, half-hearted apologies, or rebranding. A property-deadlock lawsuit among siblings does not typically invite the same level of media scrutiny, but the strategic approaches can be similar—particularly when the underlying allegations highlight potential corporate corruption or deeply flawed governance. If the managers found themselves in the public eye, or if local news outlets started asking tough questions, how might they respond?

7.1 “We Did Nothing Wrong”

A standard first line of defense is to insist that all actions were lawful, that the managers acted within their contractual rights, and that no misrepresentation took place. The manager who blocked the sale might say, “We complied with every annual report requirement, kept the land in good standing, and met all obligations. The siblings simply disagree with our vision.” Indeed, the complaint includes no mention of illicit financial dealings or environmental violations. Thus, the manager could lean on the absence of overt wrongdoing: “We are not guilty of any crimes. This is just a family disagreement about estate assets.”

7.2 “We Had a Legitimate Strategic Rationale”

Corporations faced with allegations of inaction or mismanagement often claim a hidden plan. For instance, a manager might say, “We’re biding our time for a more favorable real estate market. It’s not that we don’t want to develop or sell; we just believe it was premature.” That argument, in some contexts, can be compelling. Real estate cycles can fluctuate, and a hasty sale could forfeit a better return. The complaint suggests a repeated pattern of talk but no tangible follow-through. Still, from a PR standpoint, the manager might frame that as prudent caution: “One timber sale in 2004 gave us some insights; the 2008 financial crisis changed the game; then the 2020–2022 disruptions forced caution.” This narrative can be pitched as foresight rather than stalling.

7.3 “Family Dispute, Not Corporate Misconduct”

Another spin is to reduce the entire scenario to a personal spat among brothers. This tactic can humanize the manager, casting him not as a corporate villain but as a sibling with a sincere difference of opinion. “This is a family matter that, unfortunately, spilled into court,” he might say, “but it’s not indicative of any deeper corporate or public interest problem.” The broader questions—about stasis, wealth hoarding, or local economic impact—are thus dismissed as tangential. The manager might emphasize that no consumers were harmed because the LLC never sold any consumer products, and any “harm” to siblings was just a difference of viewpoint about how best to handle the father’s bequest.

7.4 “Complying with All Laws and Regulations”

In classic corporate social responsibility disclaimers, a manager might assert: “We continue to uphold the highest standards of compliance, paying all taxes owed and fulfilling forestry management guidelines.” This can effectively shift attention away from the complaint’s central claim: that the LLC has not actually done real business in two decades, contrary to its stated purpose. By citing superficial compliance metrics—like having no outstanding regulatory citations—the manager can appear exonerated, at least in the public eye.

7.5 Damage Control for Future Partnerships

At times, the manager or the LLC might also attempt to salvage relationships with potential investors or developers who are wary of getting entangled in family litigation. A public statement could claim: “We remain open to development opportunities, provided they align with the property’s best use.” This signals readiness to negotiate while not committing to any definite plan—another hallmark of the standard PR approach. If the siblings continue to press for dissolution, the manager can maintain the rhetorical stance that “we were always ready to talk, but they rushed to court.” Indeed, the complaint references the manager’s suggestion that the siblings should do “due diligence” or “consider other types of business,” even if no real agreement followed.

7.6 The Broader Critique

Such PR strategies can come off as dismissive. A typical press release or statement focusing on compliance and family conflict does little to address the fundamental issue: an LLC established for real estate business was allegedly reduced to a paper entity that served primarily to block action and preserve tax advantages. That scenario, critics might say, is not solved by the usual PR bullet points. The complaint’s stark facts—no major sale since 2004, no new plan in place, and no internal mechanism to resolve a deadlock—can overshadow attempts at spin.

Nonetheless, it remains a fact of modern corporate power that so long as no laws are definitively broken, a manager can calmly present his side, framing any legal defeat as a mere technical matter. Once a court orders dissolution, the manager might say, “We will of course comply with the court’s decision,” thereby regaining a veneer of legitimacy. In that sense, public relations revolve less around truth and more around preserving credibility. The “feature, not a bug” phenomenon extends to PR: minimal legal constraints on how to handle public messaging allow managers to craft narratives that typically deflect blame or broader social critique.

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8. Corporate Power vs. Public Interest

At the crossroads of this lawsuit stands a lesson that resonates far beyond one family’s dispute: corporate structures and the profit-maximization ethos can clash head-on with the public interest—and sometimes even with the interests of a majority of stakeholders. In a local sense, the LLC’s unwavering inaction stalled possible development that could have boosted the region’s economic vitality. In the private sense, it prevented multiple trust beneficiaries from accessing the wealth that was intended for them. When smaller players are forced to mount expensive legal challenges just to see their rightful share, it underscores the systemic tilt that often favors those who hold managerial power.

8.1 Standing in the Shoes of the Community

Beyond the trusts, the local public has a stake in whether valuable land is utilized effectively or remains in indefinite limbo. Neoliberal capitalism often reduces land use decisions to purely private prerogatives, with little or no regard for whether that property might address housing shortages, create jobs, or otherwise benefit society. If an internal corporate standoff halts development, so be it—there is no law that compels owners to optimize social outcomes. Indeed, the entire impetus for this legal showdown came from the siblings. One wonders if, in a more publicly minded system, local officials or community leaders would have had standing to question the land’s indefinite stasis on the grounds of lost social value.

8.2 The Futility of Hope for “Voluntary CSR”

Corporate social responsibility (CSR) typically relies on the goodwill or enlightened self-interest of the corporate players. The facts alleged here illustrate the potential futility of expecting philanthropic impulses from corporate managers. Even when some members are eager to move forward (e.g., with a profitable sale or beneficial development), the controlling manager might not budge. The “CSR approach” to land stewardship—like planting healthy timber or contributing to local economic needs—disintegrates if one manager never signs the dotted line. Without a regulatory or statutory impetus, or a tie-breaking mechanism in the operating agreement, CSR remains lip service.

8.3 Strains of Capitalism

This dispute also highlights a fissure within capitalism itself. Traditional capitalist theory says property owners, in pursuit of profit, will actively engage in resource allocation, seeking out the highest-value uses. Meanwhile, the neoliberal model, with minimal oversight, can facilitate indefinite land banking—waiting, speculating, ignoring. Indeed, if the manager believes the land’s value might be even higher in five or ten years, the best strategy (personally) might be to do nothing, no matter how it affects siblings or local communities. This underscores the tension that arises when wealth is locked up in corporate forms that are not forced into dynamic usage.

8.4 Calls for Reform

Some critics would argue that states should:

• Require tie-breaking provisions for LLCs with two managers;
• Enforce more robust annual disclosures about actual business activity (not just perfunctory forms);
• Condition property tax advantages, such as those for timber or agriculture, on periodic proof of real harvesting or production.

Such measures might have resolved the deadlock earlier or at least forced the LLC to either produce or relinquish its beneficial classification. Yet none of these reforms are currently mandated. Instead, the law invests members with the right to sue for judicial dissolution if they can prove that “it is not practicable” for the company to continue under the operating agreement. That is precisely what Jim and Tad did. And they won—but only after years of frustration.

8.5 A Glimmer of Accountability

The lawsuit’s outcome—judicial dissolution—did provide an avenue for corporate accountability. The trial court’s factual findings, affirmed by the Supreme Court, made clear that indefinite inaction violated the LLC’s stated purpose and ran counter to the best interests of the membership. By dissolving the LLC, the court effectively re-balanced the scales, ensuring that the majority could finally liquidate or otherwise put the land to use. It is a small victory for consumer advocacy in a metaphorical sense, though the “consumers” here are the siblings who want out. Yet from an everyday perspective, the cost and time required for such a lawsuit highlight that this is hardly a practical remedy for all who are similarly stuck in corporate deadlocks.

8.6 Dangers to Public Health?

While the complaint does not allege immediate threats to public safety or environment, the broader pattern that emerges can hold real risks if we generalize to other scenarios. When land is neglected or corporate owners are absent, local safety or environmental conditions can deteriorate, from increased wildfire vulnerability to illegal dumping on remote land. Indeed, large land holdings that remain idle often attract unsupervised activity. These are known issues in some rural or semi-rural contexts. Although no such claims were made here, it is not difficult to see how a dysfunctional corporate structure can inadvertently create dangers to public health if it perpetuates neglect. That can be yet another dimension of corporate pollution: intangible but real threats.

8.7 Looking Ahead

The dissolution of JHD Properties, LLC and Berry Hill Properties, LLC may bring an end to a protracted family fiasco. But it also stands as a testament to the structural issues that plague many corners of modern corporate law. As this case demonstrates, under the banner of neoliberal capitalism, it can be dangerously easy to maintain land in a semi-dormant state for years on end, ignoring the interests of co-owners and local communities. Only after a multi-layered legal battle does any semblance of accountability emerge.

Such is the chasm between corporate power and the public interest: the law primarily empowers private litigants to fight it out. Public resources and local communities stand on the sidelines, left to watch passively as prime acreage remains wasted or dormant. By the time the legal dust settles, economic opportunities might have passed. This phenomenon is not the colorful corporate scandal that typically makes headlines—no bribes, no toxic spills, no sensational meltdown—but it quietly exemplifies many of the same destructive dynamics of corporate greed or at least corporate irresponsibility.

In a world grappling with wealth disparity and the urgent need for responsible land use, the lessons from Davis Trust ring loud: we might need to rethink how easily a single manager (or small controlling group) can paralyze an LLC to the detriment of other stakeholders and the broader community. Unless and until deeper reforms address these structural flaws, the possibility of prolonged, self-serving corporate deadlock remains—simply waiting for the next family or group of owners to stumble into a similar predicament.

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Closing Remarks

This protracted fight over 68 acres might seem modest in scale compared to the multi-billion-dollar fiascos that usually capture front-page attention. But in the day-to-day reality of local communities and everyday Americans, stories like these can be just as consequential: property is withheld from active use, trust beneficiaries are denied their rightful returns, and local governments see lost opportunities for growth. Corporate power is not always about grand conspiracies; it is often about quieter manipulations of legal structures to sustain control and block accountability. The corporate managers in this lawsuit may have followed the formalities, but the spirit of the father’s original purpose—an active real estate enterprise—was neglected to the point of “impracticability,” as the courts concluded.

Ultimately, the dissolution ordered by the Supreme Court of North Carolina affirms that while the system allows for stalling tactics, it does not do so indefinitely if a majority has the will and means to fight back. It is a small nod toward corporate accountability, though also a reminder that to invoke that accountability, one typically has to litigate for years. In that sense, the case stands as both cautionary tale and microcosm of a broader phenomenon: under the broad, laissez-faire canopy of neoliberal capitalism, those with managerial clout can block the better interests of co-owners and communities alike—at least until a court steps in to say “no more.”

Whether this saga will provoke new thinking about corporate ethics, regulatory capture, or alternative ways of ensuring land use that serves a broader public good remains to be seen. But from a vantage of economic fallout and public interest, the concluding message is clear: the tragedy of “no action” is still a form of action. It is a deliberate choice by those who hold power, made possible by a system that, ironically, is as suspicious of robust oversight as it is of bold misdeeds.

additional source:

https://www.nccourts.gov/assets/documents/opinions/2022%20NCBC%2080.pdf?VersionId=1yCukJMhVHaPdgDJs91hpK0NOeDz3uaV