N.C. Business Court Opinions, September 10, 2025 – September 23, 2025
By: Lauren Schantz
Implus Footcare, LLC v. Vore, 2025 NCBC 55 (N.C. Super. Ct. Sept. 11, 2025) (Davis, J.)
Key Terms: BCR 7.4; motion to amend; Rule 15; undue delay; unfair prejudice and bad faith; legal futility; judicial economy; moot; motion to dismiss; Rule 12(b)(6); breach of contract; novation; plain wording; non-solicitation; confidentiality; blue pencil; failure to brief arguments; unfair and deceptive trade practices; N.C.G.S. § 75-1.1; substantial aggravating circumstances; implied covenant of good faith and fair dealing; ambiguous; misappropriation of trade secrets; security measures; tortious interference with contract; legitimate business competition; specific knowledge; actual harm; civil conspiracy; statute of frauds; affirmative defense; tortious interference with economic advantage; abuse of process
This suit arose from a dispute between two competitors within the footcare accessories and shoe care industry. Plaintiff IM Group Holdings Corporation is the parent company of Plaintiff Implus Footcare, LLC, which designs and distributes footwear accessories and shoe care products. Implus employed Defendant Todd Vore as its president and Defendants H.B. Shoes Co. and The Mike Hale Company (“MHC”) as independent contractor sales representatives. Implus terminated its sales representative agreements (“SRAs”) with H.B. and MHC after Vore left Implus in 2020.
Implus alleged that Vore, H.B., and MHC continued to receive confidential financial information about Implus after their departures and used it to compete with Implus through Vore’s new company, Defendant Blue San, LLC. Implus alleged that at the time it entered into new SRAs with H.B. and MHC in 2024, they had already entered into similar agreements with Blue San and, at Vore’s urging, H.B. and MHC repudiated the 2024 SRAs with Implus.
Vore alleged that Blue San expanded into the footwear accessories and shoe care industry when Implus began experiencing market and financial distress. H.B. and MHC joined Blue San as sales representatives pursuant to oral agreements. Blue San alleged that Implus tried to hinder Blue San’s entry into the market by luring away H.B. and MHC and initiating this lawsuit.
Defendants moved to dismiss the Second Amended Complaint, Implus moved to dismiss Blue San’s counterclaims, and, before the Court decided the motions to dismiss, Plaintiffs moved to file a Third Amended Complaint that added additional claims and defendants.
Motion to Amend. Vore and Blue San argued that the Court should deny Plaintiffs’ motion to amend based on undue delay, unfair prejudice and bad faith, and legal futility. The Court disagreed, concluding that (1) there was no undue delay due to the unique procedural posture of the case and because the request was based on recently acquired discovery; (2) the amendments were not made in bad faith and would not result in unfair prejudice; (3) the legal sufficiency of the new claims was better suited to later motions practice; and (4) the addition of the new claims to the current lawsuit would promote judicial economy. The Court granted the motion. Although the filing of an amended complaint usually moots a prior complaint, the Court concluded that, in the interest of judicial economy, it could still decide defendants’ pending motions to dismiss because the amended complaint did not assert new material allegations related to the claims at issue in the motions.
Defendants H.B. and MHC’s Motion to Dismiss
Breach of Contract–Prior SRAs. Implus argued that H.B. and MHC violated the confidentiality provisions of their prior SRAs by sharing misdirected reports from former customers with Vore and Blue San after their termination. H.B. and MHC argued that the 2024 SRAs novated the prior SRAs—including the confidentiality provisions. The Court could not conclude from the plain wording of the 2024 SRAs that the parties intended a novation of the prior SRAs and denied the motion as to this claim.
Breach of Contract–2024 SRAs. Implus alleged that H.B. and MHC breached the non-solicitation and confidentiality provisions of the 2024 SRAs. Because counsel for Implus conceded that the non-solicitation provisions were overbroad and Implus failed to raise the blue pencil doctrine in its briefs, the Court dismissed this portion of the claim with prejudice. The Court concluded that the confidentiality provision was not overly broad or unenforceable and denied the motion as to this portion of the claim.
Unfair and Deceptive Trade Practices. The Court concluded that Implus sufficiently alleged substantial aggravating circumstances accompanying a breach of contract and denied the motion as to this claim.
Defendants’ Vore and Blue San’s Motion to Dismiss
Breach of Contract–Implied Covenant of Good Faith and Fair Dealing. IMGH alleged that Vore breached the implied covenant of good faith and fair dealing in his stockholders agreement by failing to inform Implus of his association with Blue San. The Court disagreed, determining that this was an obligation the parties could have (and did not) include in the agreement. The Court dismissed the claim with prejudice.
Breach of Contract–Confidentiality. Implus alleged that Vore breached the confidentiality provision of the stockholders agreement by sharing Plaintiffs’ confidential information with Defendants. The Court denied the motion as to this claim, because either the allegations in the complaint were sufficient or the language in the agreement was ambiguous.
Misappropriation of Trade Secrets. The Court agreed with Vore and Blue San that Implus failed to plead that adequate measures were taken to safeguard the secrecy of the alleged trade secret information and granted the motion, dismissing this claim with prejudice.
Tortious Interference with Contract. Implus alleged that Vore and Blue San interfered with (1) the confidentiality provisions of the prior and 2024 SRAs by asking H.B. and MHC to forward customer reports containing Implus’s confidential information to them, and (2) the term and service provisions of the 2024 SRAs by inducing H.B. and MHC to repudiate the 2024 SRAs. Vore and Blue San contended that (1) they were engaging in legitimate business competition; (2) Implus failed to allege they had specific knowledge of the provisions; and (3) Implus suffered no actual harm. The Court disagreed with Vore and Blue San and denied their motion to dismiss these claims.
Unfair and Deceptive Trade Practices. Because Implus sufficiently pleaded claims for tortious interference with contract, Implus also sufficiently pleaded its UDTP claim. The Court denied the motion to dismiss this claim.
Civil Conspiracy. Implus alleged that Blue San engaged in a conspiracy with H.B. and MHC to breach the SRAs. The Court disagreed, determining that (1) the basis of the underlying torts cannot also serve as the basis of a conspiracy to commit those torts; (2) complying with a request does not demonstrate a common scheme or objective; and (3) North Carolina does not recognize a claim for conspiracy based on a breach of contract claim. The Court dismissed the claim with prejudice.
Implus’s Motion to Dismiss
Tortious Interference with Contract. Blue San alleged that Implus induced H.B. and MHC to breach their contracts with Blue San. Implus argued that these contracts were invalid under the statute of frauds, but the Court determined that, as an affirmative defense, the statute of frauds is not properly considered at the Rule 12(b)(6) stage. Implus also contended that it was engaged in legitimate business competition by hiring H.B. and MHC, but the Court concluded that Blue San sufficiently alleged that Implus’s interference with H.B. and MHC’s oral employment agreements did not reflect legitimate competition. The Court denied the motion as to this claim.
Tortious Interference with Prospective Economic Advantage–H.B. and MHC. Should Blue San’s oral agreements with H.B. and MHC be unenforceable, Blue San argued that it would have entered into contracts with them but for Implus’s interference. Implus moved to dismiss on the same grounds as those argued regarding the tortious interference with contract claim and the Court denied Implus’s motion for the same reasons.
Tortious Interference with Prospective Economic Advantage–Prospective Customers. In response to allegations that that Implus interfered with contracts with Blue San’s potential customers, Implus argued that it was engaged in legitimate business competition and that the allegations failed to allege that the customers would have entered into contracts with Blue San “but for” Implus’s conduct. The Court concluded that Blue San adequately pleaded that Implus’s actions were anti-competitive rather than legitimate business tactics. The Court further concluded that Blue San adequately alleged that Implus’s conduct interfered with Blue San’s ability to contract with one of the alleged prospective customers but not the other. The Court denied Implus’s motion with respect to the first prospective customer, but granted it as to the second prospective customer and dismissed that portion of the claim with prejudice.
Abuse of Process. Blue San argued that after initiating this action, Implus improperly sent document preservation letters to Blue San’s principals to intimidate them. However, since Blue San conceded at the hearing that the letters were routine, the Court rejected this basis for an abuse of process counterclaim. Blue San argued that Implus improperly sought assurances from B.H. and MHC related to the 2024 SRAs in an email to their attorney, but the Court determined both that the email was sent prior to the issuance of process and the demands themselves did not support an abuse of process counterclaim. Blue San argued that Implus used the complaint to make demands of Vore for relief in addition to those sought in the complaint. The Court rejected this argument, noting a lack of persuasive legal authority and that the demands were made through counsel. The Court dismissed the counterclaim with prejudice.
Unfair and Deceptive Trade Practices. Because Blue San sufficiently pleaded claims for tortious interference with contract and economic advantage, Blue San also sufficiently pleaded its UDTP claim. The Court denied the motion as to this counterclaim.
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BioSkryb Genomics, Inc. v. AClarity Genomics, Inc., 2025 NCBC 56 (N.C. Super. Ct. Sept. 18, 2025) (Conrad, J.)
Key Terms: genomics; motion to strike; BCR 7.4; answer and counterclaim; frivolous; malicious; bad faith; Rule 12(f); irrelevant; Rule 8(a)(1); short and plain statement; prejudice
Plaintiff BioSkryb Genomics, Inc. sued its former officer and director, Defendant Jason West, for using its trade secrets to compete with BioSkryb in West’s newly formed company, Defendant AClarity Genomics, Inc. BioSkryb moved to strike over 60 paragraphs of Defendants’ answer and counterclaim, contending that the information contained in these paragraphs was irrelevant to Defendants’ counterclaim and served only to harass and embarrass BioSkryb. The Court denied the motion. The challenged allegations provided the background and related history of the dispute (from West’s perspective) and posed no real prejudice to BioSkyrb. Further, the Court could not say that they had no possible bearing on the litigation.
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Law Off. of Ashley-Nicole Russell, P.A. v. McLawhorn Legal Servs., PLLC, 2025 NCBC Order 66 (N.C. Super. Ct. Sept. 10, 2025) (Robinson, C.J.)
Key Terms: order on designation; N.C.G.S. § 7A-45.4(a)(5); intellectual property; computer trespass
Plaintiffs initiated this action on 14 August 2025, asserting various claims arising from a soured business relationship between the owners of a family law practice in Raleigh. Defendants timely filed a notice of designation, seeking designation pursuant to N.C.G.S. § 7A-45.4(a)(5). The Court agreed with Defendants that designation pursuant to this section was proper because Plaintiffs’ claims, particularly their computer trespass claim, were predicated on Defendants’ alleged improper use of Plaintiffs’ intellectual property and unauthorized access of Plaintiffs’ computer networks. The Court designated the case as a mandatory complex business case.
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Mayes v. Nat’l Collegiate Athletics Ass’n, 2025 NCBC Order 67 (N.C. Super. Ct. Sept. 11, 2025) (Houston, J.)
Key Terms: college football; NCAA; temporary restraining order; irreparable harm; undue delay; likelihood of success on the merits
Plaintiff Mitchell Mayes sought a temporary restraining order enjoining the NCAA from enforcing a provision of the NCAA Bylaws that limits student-athletes to participating in no more than four seasons of college athletics over a five-year period. Mayes acknowledged that he had participated in four competitive seasons but argued his participation in the 2021–2022 season was in error and that he was entitled to a waiver under the NCAA Bylaws. Mayes contended that he would be irreparably harmed if he was not permitted to continue playing college football. The NCAA argued that Mayes unduly delayed in seeking injunctive relief, could not establish irreparable harm, and failed to show a likelihood of success on the merits. The Court agreed with the NCAA and denied the motion.
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Holly Springs Chamber of Commerce, Inc. v. Holly Springs Half Marathon, 2025 NCBC Order 68 (N.C. Super. Ct. Sept. 19, 2025) (Robinson, C.J.)
Key Terms: order on designation; transfer District Court to Superior Court; N.C.G.S. § 7A-45.4(d)(1); untimely
Plaintiff Holly Springs Chamber of Commerce, Inc. initiated this action in Wake County District Court on 10 March 2025. Defendant Holly Springs Half Marathon filed a Motion to Transfer to Superior Court Division on 26 March 2025, followed by an answer and counterclaim on 10 April 2025. The Wake County Superior Court granted Defendant’s motion to transfer on 2 September 2025, and Plaintiff filed a notice of designation ten days later. The Court determined that the notice of designation was untimely because it was not filed contemporaneously with the Complaint as required by N.C.G.S. § 7A-45.4(d)(1). Accordingly, the action was not properly designated as a mandatory complex business case.
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