N.C.P.I.—Civil 807.52

The (state number) issue reads:

“Was the plaintiff damaged by the failure of the defendant to discharge

[his] [her] duties as a corporate officer?” 2

On this issue the burden of proof is on the plaintiff. This means that the

plaintiff must prove, by the greater weight of the evidence, two things: 3

First, that the defendant breached one or more of the defendant’s duties

by

[failing to act in good faith. 4 Good faith requires an officer to

discharge the officer’s duties honestly, conscientiously, fairly and with

undivided loyalty to the corporation. 5 Errors in judgment alone do not

constitute a failure to act in good faith, as long as the officer reasonably

believes [he] [she] is making a reasonable business decision. 6]

[failing to act as an ordinarily prudent person in a like position

would have done under similar circumstances. 7 (Unless an officer has

actual knowledge to the contrary, 8 a reasonable officer is entitled to rely

on information, opinions, reports or statements, including financial

statements and other financial data, if prepared or presented by

[one or more employees of the corporation who the officer

reasonably believes to be reliable and competent in the matter(s)

presented]

[[a lawyer] [a public accountant] [name other outside advisor] as

to the matter(s) the officer reasonably believes are within such

[professional’s] [advisor’s] competence] 9.)]

[failing to act in a manner the defendant reasonably believed to

be in the best interests of the corporation. 10]

And second, that the defendant’s [acts] [omissions] proximately caused

damage to the plaintiff. Proximate cause is a cause which in a natural and

continuous sequence produces a person’s damage and is a cause which a

reasonable and prudent person could have foreseen would probably produce

such damage or some similar injurious result. There may be more than one

proximate cause of damage. Therefore, the plaintiff need not prove that the

defendant’s acts were the sole proximate cause of the damage. The plaintiff

must prove, by the greater weight of the evidence, only that the defendant's

acts were a proximate cause.

Finally, as to the (state number) issue on which the plaintiff has the

burden of proof, if you find by the greater weight of the evidence that the

plaintiff was damaged by the failure of the defendant to discharge the

defendant’s duties as a corporate officer, then it would be your duty to answer

this issue “Yes” in favor of the plaintiff.

If, on the other hand, you fail to so find, then it would be your duty to

answer this issue “No” in favor of the defendant.