N.C. Business Court Opinions, July 29, 2026 – August 11, 2026
By: Amanda Reader, Romney Harris, and Ashley Oldfield
Blue v. Efincia Constr., LLC, 2026 NCBC 70 (N.C. Super. Ct. July 30, 2026) (Shirley, J.)
Key Terms: summary judgment; North Carolina Wage and Hour Act; wages; profit-sharing payments; derivative claims; pre-suit demand; N.C.G.S. § 57D-8-01; unfair and deceptive trade practices; Chapter 75; substantially aggravating circumstances; breach of contract; quantum meruit
Plaintiffs Blue and Blue Construction sued Defendants Efincia Construction and Dickinson over allegedly unpaid profit-sharing compensation arising from Blue’s employment. Plaintiffs asserted claims for violation of the North Carolina Wage and Hour Act, breach of contract, quantum meruit, unfair and deceptive trade practices. Defendants moved for summary judgment on the Wage and Hour Act, Chapter 75, and derivative claims.
North Carolina Wage and Hour Act Claim. Defendants moved for summary judgment on Plaintiffs’ Wage and Hour Act claim, arguing that Blue Construction could not assert the claim because an LLC is not an “employee” under the Act. Plaintiffs conceded that the claim belonged solely to Blue, and the Court entered judgment for Defendants to the extent that Blue Construction asserted it. With respect to Blue individually, the Court concluded that the profit-sharing payments were not wages. During the parties’ relationship, the payments were made to Blue Construction and treated as nonemployee compensation, while Blue separately received his salary as an employee. Based on that undisputed course of dealing, the Court declined to recharacterize the payments as wages, denied Plaintiffs’ request for partial summary judgment, and dismissed the Wage and Hour Act claim with prejudice. The Court noted that its ruling did not resolve Plaintiffs’ breach of contract or quantum meruit claims, which remained for trial.
Unfair and Deceptive Trade Practices Claim. Plaintiffs asserted the Chapter 75 claim as an alternative claim belonging to Blue Construction if the profit-sharing payments were not Blue’s employment compensation. The Court held that any claim based on Blue’s employment relationship fell outside Chapter 75, while any claim belonging to Blue Construction was a contract dispute requiring substantially aggravating circumstances. Plaintiffs pointed to alleged undisclosed overhead allocations, recordkeeping problems, and withdrawals by Dickinson despite claimed cash-flow issues. The Court concluded that this evidence concerned the calculation and withholding of amounts allegedly owed under the profit-sharing agreement and therefore amounted to conduct in the performance or breach of the contract. Because Plaintiffs failed to show substantially aggravating circumstances, the Court granted summary judgment for Defendants on the Chapter 75 claim.
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Gaston Cap., LLC v. Kellar, 2026 NCBC 71 (N.C. Super. Ct. July 30, 2026) (Davis, J.)
Key Terms: motion to amend; Rule 12(b)(6); motion to dismiss; breach of contract; statute of limitations; waiver; equitable estoppel; fraudulent concealment; breach of fiduciary duty; constructive fraud; civil conspiracy; unfair and deceptive trade practices; intellectual property; promissory notes
This case arises from loans made by private equity investors to entities associated with the Individual Defendant to fund medical device development. Plaintiffs alleged that they paid out more than $10 million and that Defendants later transferred related intellectual property rights to separate the value of the devices from Defendants’ repayment obligations. Defendants moved to dismiss several claims, and Plaintiffs moved to amend their complaint. The Court granted both motions in part and denied them in part.
Breach of Written Contract. Defendants argued that the three-year statute of limitations barred Plaintiffs’ breach of written contract claim as to promissory notes that matured more than three years before the lawsuit. Plaintiffs argued that certain notes waived the defense and that Defendants were equitably estopped from asserting it. The Court held that the statute of limitations had been waived with respect to notes that contained an express waiver of the statute of limitations. However, the statute of limitations was not waived with respect to notes containing more generic anti-waiver language. The Court also rejected equitable estoppel because Plaintiffs did not plead specific statements or representations intended to delay suit. Thus, the Court dismissed the contract claim as to the time-barred notes.
Fraudulent Misrepresentation and Concealment. Plaintiffs alleged that Defendants solicited funding, led Plaintiffs to believe that the devices’ eventual sale would be a source of repayment, and concealed that the borrowing entities would not own or retain the relevant intellectual property. The Court dismissed the fraudulent misrepresentation claim for lack of particularity but held that Plaintiffs adequately pleaded fraudulent concealment at the Rule 12(b)(6) stage.
Breach of Fiduciary Duty and Constructive Fraud. The Court dismissed Plaintiffs’ fiduciary duty and constructive fraud claims because the parties’ debtor-creditor relationship did not create a fiduciary relationship and Plaintiffs did not plead the special confidence necessary to establish a de facto fiduciary relationship.
Civil Conspiracy. Plaintiffs alleged that Defendants conspired to transfer intellectual property away from entities that had contractual relationships with Plaintiffs. The Court held that Plaintiffs’ surviving unfair and deceptive trade practices claim could serve as the underlying tort, denied dismissal of the conspiracy claim, and allowed Plaintiffs to add DB Systems and Spectral as defendants.
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Exela Pharma Scis., LLC v. REI Automation, Inc., 2026 NCBC Order 66 (N.C. Super. Ct. July 29, 2026) (Conrad, J.)
Key Terms: motions in limine; Uniform Commercial Code; Daubert standard; breach of contract; parol evidence
This case arose from a contract dispute. Plaintiff retained Defendant to design and build an intravenous bag filling system pursuant to the terms of a proposal and purchase order. Plaintiff later canceled the contract prior to completion and each side claimed that the other breached. Prior to trial, the parties filed several motions in limine.
Plaintiff’s Motion to Exclude Parol Evidence. The Court denied the Plaintiff’s motion to exclude parol evidence related to extracontractual obligations because: (1) the UCC allows parol evidence to explain or supplement a written agreement even when the term is unambiguous; (2) the UCC allows evidence of consistent additional terms unless the parties intended for their writing to be a complete and exclusive statement of the agreement; and (3) Plaintiff intended to introduce its own parol evidence, thus opening the door for Defendant to do the same.
Plaintiff’s Motion to Exclude Expert Testimony. The Court also denied Plaintiff’s motion to exclude Defendant’s expert. Plaintiff’s arguments that the expert was not an engineer by trade, did not rely on sufficient facts and data, employed improper speculation, and could not identify the industry standards all failed to disqualify the expert’s testimony as reliable, qualified, and centered on specialized knowledge as required under Daubert. Any issues raised by Plaintiff went to the weight of the testimony, not its admissibility.
Defendant’s Motion to Exclude Damages. The Court denied Defendant’s motion to bar Plaintiff from arguing or introducing evidence that it is entitled to recover the partial payments it made before canceling the contract. The Court reasoned that even though the contract didn’t provide for the return of milestone payments, the UCC expressly allows for the recovery of partial payment in the event of contract cancellation. Thus, no such language needed to be provided in the contract. However, the Court did limit Plaintiff’s ability to argue that it was entitled to rescind the contract because UCC-style revocation of acceptance was inapplicable given that Plaintiff claimed a failure to deliver.
Defendant’s Motion to Exclude Expert Testimony. Finally, the Court rejected in part and granted in part Defendant’s motion to exclude Plaintiff’s expert’s testimony. The Court allowed the expert to testify about his consulting work in 2023 but barred him from testifying about any opinions he formed afterwards, even though, as the Court recognized, the expert specifically testified he had none.
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Daedong-USA, Inc. v. KI Fin., Inc., 2026 NCBC Order 67 (N.C. Super. Ct. August 4, 2026) (Davis, J.)
Key Terms: motion to amend; Rule 15; undue delay; unfair prejudice; discovery
Plaintiff alleged that Defendants, in their role as senior executives and employees, used their positions to engage in self-dealing, unlawfully profiting millions at Plaintiff’s expense. More than two years after filing the original complaint, four months after discovery closed, and two weeks after dispositive motions were heard, Plaintiff sought leave to file a third amended complaint.
The Court denied the motion, concluding that it was the product of undue delay and that Defendants would be prejudiced by the amendment because they would be denied the opportunity to conduct discovery relating to the proposed new factual allegations.
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Greentouch USA, Inc. v. Lowe’s Cos., 2026 NCBC Order 68 (N.C. Super. Ct. August 4, 2026) (Davis, J.)
Key Terms: motion to dismiss; Rule 41(b); failure to prosecute; motion to reopen discovery; assignment of claims
As previously summarized here and here, this case involves a dispute wherein Plaintiffs Greentouch USA and HK Greentouch allege that Defendants breached various contracts with them and engaged in unfair competition with the intent to destroy Plaintiffs’ businesses. Shortly before the close of discovery, Plaintiffs’ counsel withdrew and the case was stayed to allow Plaintiffs to retain new counsel. After HK Greentouch failed to retain new counsel, Defendants moved to dismiss HK Greentouch’s claims and to reopen discovery.
Motion to Dismiss HK Greentouch’s Claims. The Court dismissed HK Greentouch as a plaintiff under Rule 41(b) for failure to prosecute because: (1) despite having sufficient time to do so, HK Greentouch had not retained new counsel, thereby delaying the case; (2) Defendants had been prejudiced by having to bear the costs of serving the Court’s previous orders on HK Greentouch and would likely continue to be prejudiced if HK Greentouch was not dismissed; and (3) HK Greentouch, as a corporate entity, could not represent itself. However, with respect to HK Greentouch’s claims, the Court deferred ruling because Greentouch USA contended that HK Greentouch’s claims had been assigned to it and therefore it could continue to prosecute those claims. Defendants asserted that Greentouch USA should be estopped from asserting the assignment because, during discovery, both Plaintiffs represented that the assignment had been rescinded. The Court requested additional briefing following limited discovery.
Motion to Reopen Discovery. Defendants sought to re-open discovery given that during discovery, Greentouch USA asserted that the company’s general ledgers could not be located, only to produce them after fact discovery had closed and near the end of expert discovery. The Court granted the motion, concluding that Defendants had been diligent in their attempts to obtain Plaintiff’s financial records while discovery was open, that Greentouch USA’s last-minute production was unforeseeable by Defendants, and that Defendants would be unfairly prejudiced if not permitted to take limited additional discovery.
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