N.C. Business Court Opinions, March 11, 2026 – March 24, 2026
Ordoñez Cordero v. Ordoñez Cordero, 2026 NCBC 20 (N.C. Super. Ct. Mar. 10, 2026) (Houston, J.)
Key Terms: motion to dismiss; BCR 7.2
Defendant included a one paragraph “motion to dismiss” pursuant to Rule 12(b)(6) in his answer and identified it as an initial motion for the Court’s consideration in the parties’ case management report. The motion failed to comply with Business Court Rule 7.2’s requirement that motions be set out in a separate document and accompanied by a brief and the Court therefore summarily denied it.
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PCS Phosphate Co. v. Jacobs Eng’g Grp., Inc., 2026 NCBC 21 (N.C. Super. Ct. Mar. 11, 2026) (Houston, J.)
Key Terms: motion to dismiss; Rule 12(b)(6); group pleading; breach of contract; breach of warranty; professional negligence; economic loss rule; extra-contractual duty
Plaintiff PCS Administration and Defendant Jacobs Engineering Group, Inc. entered into an agreement for the supply of engineering and professional services related to the design and construction of an anhydrous hydrogen fluoride plant in Aurora, North Carolina. Plaintiffs allege that Jacobs breached said agreement, among others, and did not have the adequate experience necessary to build the plant resulting in costly delays and lost opportunities. Jacobs moved to dismiss Plaintiffs’ causes of action against Jacobs for (i) breach of contract, (ii) breach of warranty, and (iii) professional negligence.
Breach of Contract – PCS Phosphate. Plaintiffs PCS Administration and PCS Phosphate jointly pleaded breach of contract against Jacobs for breach of an agreement that only PCS Administration was a party and signatory to. Because PCS Phosphate was not a party to that agreement and therefore had no enforcement rights thereunder, the Court dismissed the claim for breach of contract to that extent. However, because PCS Phosphate entered into purchase orders with Jacobs that purportedly incorporated the terms of the agreement between Jacobs and PCS Administration, the Court found that the amended complaint, although riddled with conclusory assertions and improper group pleading, satisfied the notice pleading requirements to state a claim for breach of contract based on the purchase orders and denied the motion to dismiss those portions of the claim.
Breach of Contract – PCS Administration. Jacobs argued that PCS Administration failed to allege damages related to the alleged breach of the contract between Jacobs and PCS Administration. However, proof of breach entitles a party to at least nominal damages and here, PCS Administration also alleged lost profits and other monetary damages. The Court denied the motion to dismiss PCS Administration’s breach of contract claim.
Breach of Warranty – PCS Administration and PCS Phosphate. Determining that the breach of warranty claims are contractual in nature and premised on alleged breaches of the agreement between PCS Administration and Jacobs, to which the Court already held PCS Phosphate is not a party, the Court denied the motion to dismiss PCS Administration’s warranty claim but granted the motion to dismiss PCS Phosphate’s warranty claim without prejudice.
Professional Negligence – PCS Administration and PCS Phosphate. The Court rejected Jacobs’s first argument that PCS Administration failed to allege damages and noted that while Defendants may yet prove that PCS Administration sustained no injury, it has at this stage pleaded facts to suggest that it has been damaged by Jacobs’s conduct. Addressing Jacobs’s contention that the professional negligence claims were barred by the economic loss rule because contracts governed the rights and remedies of the parties, the Court found that Plaintiffs sufficiently alleged facts which, if true, could demonstrate that an extra-contractual duty imposed by law on professional service providers, such as engineers, existed and violation of that duty is negligence not barred by the economic loss rule. The Court denied the motion to dismiss the claims for professional negligence.
Consequential Damages – PCS Administration and PCS Phosphate. Jacobs argued that Plaintiffs’ requests for consequential damages were barred by the terms of the agreement between Jacobs and PCS Administration. Because requests for damages are not causes of action and Plaintiffs are not required to further specify the details of their damages theories at this stage of the case, the Court denied the motion to dismiss. The Court again noted that as currently alleged, PCS Phosphate is not a party to the Jacobs-PCS Administration agreement and therefore is not bound by its terms.
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JKH Cap., LLC v. Tanglewood Owners, LLC, 2026 NCBC 22 (N.C. Super. Ct. Mar. 13, 2026) (Conrad, J.)
Key Terms: motion to dismiss; personal jurisdiction; fraud
Defendant Addison Partners, a New York LLC, moved to dismiss all claims against it for lack of personal jurisdiction. Following the parties’ jurisdictional discovery, the Court concluded that Addison Partners had substantial contacts with North Carolina directly related to the claims in the case such that the Court could exercise personal jurisdiction over Addison Partners. For example, Addison Partners had entered into a contract to purchase the North Carolina property at issue, transferred the contract to a North Carolina entity, and advanced over $1 million in loans to the North Carolina entity to help maintain the North Carolina property. Addison Partners also played an active role in providing due-diligence materials regarding the subsequent sale of the property. The Court rejected Addison Partners’ arguments that the contacts of its agents, holding themselves out as representatives of Addison Partners, were not contacts of Addison Partners. The Court denied the motion to dismiss.
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Assurance Grp., LLC v. Shackelford, 2026 NCBC 23 (N.C. Super. Ct. Mar. 17, 2026) (Davis, J.)
Key Terms: motion to strike; Rule 12(f); motion to dismiss; Rule 12(b)(6); insurance marketing organization; tortious interference; third-party beneficiary; incidental beneficiary; defamation; slander per se; unfair and deceptive trade practices; North
Carolina Wage and Hour Act; N.C.G.S. § 95-25.1
Plaintiff TAG, an insurance marketing organization, filed a complaint against several former employees, independent contractors, and a new competing business formed by them, Defendant EPIC. Defendants filed counterclaims against TAG and its president, Third-Party Defendant Ed Shackelford, alleging claims for tortious interference, defamation, UDTP, violations of the North Carolina Wage and Hour Act, and declaratory relief. TAG moved to strike a paragraph in the Defendants’ counterclaims that incorporated by reference a separate lawsuit filed by former TAG agents against it and moved to dismiss the majority of Defendants’ Counterclaims.
Motion to Strike
TAG argued that the Defendants improperly incorporated by reference allegations from a different action involving different parties and that such allegations should be stricken. Relying on the North Carolina Supreme Court’s decision in Stanback v. Stanback, 297 N.C. 181 (1979), the Court held that a written instrument attached as an exhibit to a pleading, like the referenced portions of the other complaint were here, are properly incorporated and a part of the Counterclaims for all purposes. The Court denied the motion to strike.
Motion to Dismiss
Tortious Interference with Contract. Defendants’ tortious interference claim was based upon the insurance contracts between policyholders and insurance companies for which Defendants were the broker of record and therefore received accompanying commissions. Because Defendants were not parties to those contracts or intended third party beneficiaries thereof (as opposed to merely incidental beneficiaries), the Court held that Defendants could not satisfy the first element of a tortious interference with contract claim and thus, dismissed it with prejudice.
Defamation. Defendants’ allegations of slander per se relating to impeaching the Defendants in their trade, business, or profession were not legally sufficient to state a claim because they did not meet the heightened pleading requirements to assert a defamation claim. Defendants failed to allege who made the defamatory statements, who the statements were made to, and when and where they were communicated. Further, the nature of the statements—that the Defendants were no longer in the insurance business and had legal troubles—did not meet the threshold for impeaching one in his profession. The Court dismissed the defamation claim with prejudice.
Unfair and Deceptive Trade Practices. The Court found that Defendants did not assert an independent claim for unfair and deceptive trade practices based on allegations other than those in the tortious interference and defamation claims that the Court already held to be legally insufficient. Therefore, it dismissed the claim with prejudice.
North Carolina Wage and Hour Act against Ed Shackelford. The Court determined that while sparse, when taken as true and in conjunction with the remaining allegations in the complaint, Defendants’ allegations that Ed Shackelford made the decisions not to pay Defendants their earned wages and was an employer of Defendants, were sufficient to state a claim for individual liability against Shackelford under the North Carolina Wage and Hour Act and denied the motion to dismiss that claim.
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Wright v. LoRusso, 2026 NCBC 24 (N.C. Super. Ct. Mar. 18, 2026) (Conrad, J.)
Key Terms: final judgment; bench trial; findings of fact; breach of contract; declaratory judgment; defamation; punitive damages; presumed damages
The Court held a bench trial on claims and counterclaims asserted by the parties relating to a dispute among the members of LoRusso Ventures, LLC. LoRusso Ventures produces and sells bed skirts. Disputes arose between the majority member, Defendant, and certain minority members including Plaintiff. Plaintiff was terminated from the business and thereafter engaged in a years-long campaign to destroy the business and Defendant’s reputation.
Pre-Trial. Cataloging the Court’s prior orders related to various delays, rules violations, and failures to comply with court orders by Plaintiff, the Court noted that Plaintiff was pro se at the bench trial, failed to comply with pre-trial orders, and did not respond to or appear for the hearing on Defendant’s motion in limine to exclude any evidence or witnesses by Plaintiff at trial, which the Court granted.
Trial. The Court entered findings of fact and conclusions of law for all the matters heard at the bench trial. The Court entered judgment in favor of Defendant on each of Plaintiff’s claims because the only evidence Plaintiff submitted in support of them was his own testimony, which the Court did not find credible.
The Court found that LoRusso Ventures proved its counterclaims for tortious interference with contract and prospective business relations by a preponderance of the evidence and awarded LoRusso Ventures compensatory and punitive damages. In so doing, the Court found that Plaintiff knew of LoRusso Ventures’ contractual relationships with large hotel brands to sell its bed skirts to, including by secretly accessing LoRusso Ventures’ business email accounts without authorization following his termination, that Plaintiff intentionally and without justification induced the hotels to rescind the contracts, and that Plaintiff’s conduct resulted in actual harm to LoRusso Ventures. The Court found Plaintiff’s malicious, wanton, and willful acts to sabotage LoRusso Ventures’ business justified an award of punitive damages to punish such wrongful acts and deter future egregious conduct.
The Court further found that LoRusso had proved her counterclaims for breach of contract, declaratory judgment, and defamation by a preponderance of the evidence. The Court determined that Plaintiff’s intentional interference with LoRusso Ventures’ business relationships breached certain provisions of the company’s operating agreement and triggered a buy-sell event thereunder in favor of LoRusso. LoRusso did not offer evidence of actual damages resulting from such breaches but was awarded nominal damages and declaratory relief. The Court held that Plaintiff’s repeated statements to numerous third parties in the hotel industry that LoRusso was a “thief,” a “felon,” and an “embezzler” were false and defamatory per se and awarded LoRusso presumed damages for inconvenience and loss of reputation.
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Jekson USA, Inc. v. White, 2026 NCBC 25 (N.C. Super. Ct. Mar. 18, 2026) (Davis, J.)
Key Terms: motion to dismiss; Rule 12(b)(6); breach of contract; quantum meruit; constructive fraud; fraudulent inducement; Rule 9(b); unfair or deceptive trade practices; punitive damages; misappropriation of name or likeness; identity theft
Defendant, a mechanical engineer, resigned his employment with Plaintiff in 2024 and started a new company. Plaintiff filed suit alleging various claims arising from Defendant’s alleged breach of his employment contract and misappropriation of trade secrets. Defendant asserted counterclaims which Plaintiff moved to dismiss under Rule 12(b)(6).
Threshold Matters. Defendant filed his brief in opposition to Plaintiff’s motion to dismiss one day late and retroactively moved to extend the deadline. The Court, in its discretion, granted the motion to extend and considered Defendant’s response brief. The Court also determined that it could only consider two of the exhibits filed with Defendant’s response brief without converting the motion to dismiss into a motion for summary judgment because those documents were specifically referred to in his counterclaims, while the other documents were not.
Breach of Contract. The Court denied the motion to dismiss the breach of contract claim, determining that Defendant had sufficiently pleaded the required elements. The Court noted that it need not at the pleadings stage determine whether such contract was binding, oral, written, or the terms thereof.
Quantum Meruit. The Court also denied the motion to dismiss the quantum meruit counterclaim as such claims may be pleaded in the alternative to breach of contract.
Constructive Fraud. Because the Defendant failed to plead an exception to the general rule that a fiduciary relationship does not exist in the employment context, the Court dismissed the constructive fraud claim with prejudice.
Fraudulent Inducement. Noting that the elements of fraud and fraudulent inducement are the same and that a fraudulent inducement claim is subject to Rule 9(b)’s heightened pleading requirement, the Court found that Defendant failed to allege its claim for fraudulent inducement with sufficient particularity to satisfy Rule 9(b) and dismissed the claim without prejudice.
Unfair and Deceptive Trade Practices. Defendant asserted that Plaintiff had violated the UTDPA by attempting to enforce restrictive covenants in restraint of trade. The Court dismissed the claim without prejudice determining that employment disputes typically do not give rise to UDTP liability and rejecting Defendant’s argument which was unsupported by any North Carolina law.
Identity Theft. Defendant’s claim for identity theft was based on Plaintiff using his identity to obtain credit cards. The Court concluded that because civil liability for identity theft is grounded in fraud, such a claim must satisfy Rule 9(b)’s heightened pleading requirements, which Defendant’s claim failed to do. The Court dismissed the claim without prejudice, acknowledging that Defendant may potentially be able to state such a claim if pleaded with sufficient particularity.
Misappropriation of Name or Likeness. This claim requires the unauthorized use of a person’s name or likeness “in connection with an advertisement or other commercial enterprise.” Defendant based his claim on 1) Plaintiff’s filings with the secretary of state continuing to list Defendant as an officer of Plaintiff; and 2) Plaintiff acquiring credit cards in Defendant’s name without his permission. As to the first, the Court determined that Plaintiff’s filings with the secretary of state were more properly characterized as regulatory requirements rather than acts in furtherance of an advertisement or commercial enterprise. Accordingly, the Court dismissed the claim to the extent it was based on these allegations. However, the Court found that Defendant’s allegations that Plaintiff acquired credit cards in his name without his knowledge or consent were sufficient to state a claim at this stage.
Punitive Damages. Reiterating that punitive damages are a remedy, not a stand-alone claim, the Court granted the motion to dismiss without prejudice to Defendant’s ability to seek punitive damages as a remedy later in the litigation.
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Treece v. Advisors Excel, LLC, 2026 NCBC 26 (N.C. Super. Ct. Mar. 19, 2026) (Houston, J.)
Key Terms: motion to dismiss; Rule 12(b)(6); misappropriation of trade secrets
Plaintiff alleged that he negotiated the sale of his financial advising firm through Defendant’s platform and that a person (neither a party to this action nor an employee or owner of Defendant) later approached Plaintiff with Plaintiff’s full client list. Plaintiff filed claims against Defendant for misappropriation of trade secrets and unfair and deceptive trade practices relating to the alleged improper disclosure of Plaintiff’s client list. The Court found the Plaintiff’s allegations to be conclusory and lacking specificity with regard to how the client list constituted a trade secret, how he maintained the confidentiality of such client list, and how the Defendant allegedly misappropriated the client list. For failure to specifically allege all elements necessary to assert a misappropriation of trade secrets claim, the Court dismissed the claim with prejudice. The Court additionally dismissed with prejudice Plaintiff’s unfair and deceptive trade practices claim to the extent it was based on the dismissed misappropriation of trade secrets claim and separately for failing to adequate allege facts to support an unfair and deceptive trade practices claim under Chapter 75.
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Highlights Healthcare, LLC v. Abell, 2026 NCBC Order 28 (N.C. Super. Ct. Mar. 12, 2026) (Davis, J.)
Key Terms: motion for claim and delivery; N.C.G.S. § 1-473; motion for reconsideration; Rule 54(b); preliminary injunction; conversion
Following the termination of Defendants Abell and Magee from Plaintiff Highlights Healthcare, LLC, Plaintiffs brought this suit alleging various claims arising from Abell’s and Magee’s alleged misappropriation of Plaintiffs’ confidential information and trade secrets to establish a competing business. The motions at issue relate to which party should have possession of a specific laptop during the pendency of the litigation. Plaintiffs allege that the laptop is company property given to Abell during his employment and that Plaintiffs repeatedly requested its return following his termination. Abell asserts that the laptop was a gift from Highlights and is now his personal property.
Motion for Reconsideration. As summarized here, the Court previously denied Plaintiffs’ motion for preliminary injunction seeking to prevent Abell and Magee from using Highlights’ confidential and trade secret information to compete against Plaintiffs. Highlights moved the Court to reconsider its denial of the preliminary injunction motion asserting that it demonstrated a likelihood of success on the merits of its conversion claim related to the laptop and asking the Court to modify the preliminary injunction order to compel Abell to return the laptop to Highlights during the litigation. The Court denied the motion. Although it could have, Highlights had not based its preliminary injunction motion on its conversion claim, and even if it had, it failed to establish a likelihood of success on the merits. Given Abell’s and Magee’s personal knowledge of the events surrounding the laptop’s purchase, the Court found their testimony more probative on the issue as compared to the affidavits submitted by Highlights from employees who were not employed at Highlights at the time the laptop was purchased. The Court also found Highlights failed to demonstrate irreparable harm if the laptop was not returned because the laptop had been “bricked,” preventing anyone other than Highlights from accessing its files and programs.
Claim and Delivery. Plaintiffs also sought possession of the laptop through a motion for claim and delivery under N.C.G.S. § 1-473. Given the competing testimony relating to the purchase and ownership of the laptop at issue, and noting that the claim and delivery statute does not describe if or how a court is to weigh conflicting evidence relevant to a motion for claim and delivery, the Court determined that it could not resolve factual disputes regarding ownership of the subject property under this procedure. It therefore denied the motion for claim and delivery.
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Mountain Girl Ventures, LLC v. Mary Annette, LLC, 2026 NCBC Order 29 (N.C. Super. Ct. Mar. 12, 2026) (Robinson, C.J.)
Key Terms: objection to designation; N.C.G.S. § 7A-45.4(a)(1); dissolution; winding up; complexity
Plaintiffs filed a complaint seeking dissolution of Defendant Mary Annette and appointment of a receiver pursuant to Chapter 57D. Mary Annette filed a notice of designation asserting that the case met the criteria for designation under N.C.G.S. § 7A-45.4(a)(1) as an action involving material issues related to disputes involving the law governing limited liability companies, such as Chapter 57D. Plaintiffs objected to Defendants’ notice of designation and argued that there was no dispute as to the applicable law to be applied and that the case was not complex or exceptional enough to warrant designation to the Business Court. Overruling the objection, the Court rejected Plaintiffs’ arguments and emphasized the Court’s many rulings noting that complexity is not a factor to be considered when deciding whether a case qualifies for designation.
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Moore v. Brooks, 2026 NCBC Order 30 (N.C. Super. Ct. Mar. 13, 2026) (Houston, J.)
Key Terms: motion to strike defenses; Rule 12(f); BCR 7.2; motion; defense; Rule 8(b)
Plaintiffs moved to strike defenses raised by Defendant Winthrop Intelligence, LLC in its answer to Plaintiffs’ amended complaint. Plaintiffs argued that the defenses at issue were intended to be raised as motions to dismiss and thus failed to comply with BCR 7.2 requiring a separate motion and accompanying brief. The Court rejected this argument because Defendant’s defenses did not seek affirmative relief and therefore BCR 7.2 did not apply. The Court nevertheless considered whether each affirmative defense had been sufficiently pleaded under Rule 8.
Subject Matter Jurisdiction. The Court found that Defendant’s one sentence defense asserting lack of subject matter jurisdiction did not comply with Rule 8(b)’s notice pleading requirement because it was conclusory and did not assert why the Court lacked jurisdiction. Therefore, the Court granted the motion to strike this defense without waiver of the parties’ or Court’s ability to later raise the issue of subject matter jurisdiction in a procedurally proper manner.
Failure to State a Claim. Similarly, the Defendant’s conclusory statement that the amended complaint failed to state a claim without further explanation of any deficiencies failed to meet the notice pleading requirements of Rule 8 and the Court granted the motion to strike.
Failure to Join Necessary Party. The Court found that Defendant adequately identified the party it contends should be joined and that the Court, and thus Plaintiffs, could reasonably discern why Defendant believes such third party is necessary. Therefore, the Court denied the motion to strike this defense.
Standing. The Court held that this one sentence defense was conclusory and failed to provide proper notice of the defense. The Court struck the defense without prejudice to any party’s ability to later raise an issue of standing or subject matter jurisdiction.
Breach of Operating Agreement. The Defendant had withdrawn this defense and therefore the Court denied the motion to strike as moot.
Failure to Plead Fraud and Duress with Particularity. Noting that failure to comply with Rule 9(b) constitutes a failure to state a claim upon which relief can be granted and that here, Defendant did not identify any particular deficiencies with the pleadings, the Court granted the motion to strike this defense.
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Becker v. Bridges Experience, Inc., 2026 NCBC Order 31 (N.C. Super. Ct. Mar. 13, 2026) (Earp, J.)
Key Terms: motion to conduct limited discovery; derivative demand; special committee; N.C.G.S. § 55-7-44(f); N.C.G.S. § 55-7-44(d); independent investigation
Following a derivative demand, Plaintiffs filed an amended complaint asserting direct and derivative claims for failure to provide dissenter’s rights, judicial dissolution, breach of fiduciary duty, and constructive fraud. The Court appointed a Special Committee pursuant to N.C.G.S. § 55-7-44(f) to investigate the derivative claims and determine if maintaining them was in the best interest of Bridges Experience, Inc.. The Special Committee determined that maintaining the derivative claims would not be in the company’s best interest. Plaintiffs moved to investigate and conduct discovery related to the Special Committee’s independence, good faith, and the reasonableness of its inquiry.
The Court found that Plaintiffs did not meet the statutory requirement of alleging with particularity facts establishing that the Special Committee was not independent, did not act in good faith, or did not conduct a reasonable inquiry to entitle Plaintiffs to conduct such discovery. The Court further determined that the Special Committee was independent and conducted his inquiry reasonably and in good faith based on the content of the derivative demands at issue. The Court found that Plaintiffs’ challenges to the investigation because they may have structured it differently or disagreed with the conclusions of the Special Committee did not override the sincerity or independence of the inquiry. The Court denied the motion to conduct limited discovery.
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Baldridge v. Cary Pediatric Ctr., P.A.; Barker v. Cary Pediatric Ctr., P.A., 2026 NCBC Order 32 (N.C. Super. Ct. Mar. 19, 2026) (Robinson, C.J.)
Key Terms: opposition to designation; N.C.G.S. § 7A-45.4(a)(5); data breach; pro hac vice forthcoming
In consolidated class actions, Plaintiffs asserted claims against Defendant relating to an alleged data breach of Defendant’s systems containing personally identifiable information and protected health information about Defendant’s pediatric patients. Defendant timely filed notices of designation of the actions seeking designation under N.C.G.S. § 7A-45.4(a)(5). Plaintiffs opposed designation arguing that the data breach aspects of the case are not tied to intellectual property disputes and therefore do not meet the criteria of subsection (a)(5). The Court found that the plain terms of the statute include disputes involving computer software and data security and that Plaintiffs’ allegations specifically assert that Defendant’s computer software failed to protect the information such that the cases were properly designated under subsection (a)(5). The Court reiterated its recent warning to out of state attorneys to not file or sign pleadings or other filings with the Court before they have been admitted to practice before the State Courts of North Carolina.
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