N.C. Business Court Opinions, September 23, 2026 – October 6, 2026
By: Austin Webber
High Point BBC, LLC v. Arvelo, 2026 NCBC 79 (N.C. Super. Ct. Oct. 6, 2026) (Houston, J.)
Key Terms: motion to dismiss; Rule 12(b)(1); Rule 12(b)(6); BCR 7.4; judicial notice; North Carolina Secretary of State; subject matter jurisdiction; standing; Rule 15; Rule 17; breach of contract; declaratory judgment
This matter arises from a dispute about the operation of a gym. Plaintiff, the gym’s alleged “operator,” alleged that Defendant, a partial owner, began taking unilateral actions on behalf of the gym in violation of the gym’s operating agreement. Plaintiff sued Defendant for breach of the operating agreement and sought a declaratory judgment as to the rights of the parties under the operating agreement.
The Court first highlighted several discrepancies in the Complaint. The Complaint alleged that Plaintiff “High Point BBC, LLC” was a registered North Carolina limited liability company, but the Court took judicial notice that there was no such entity registered with the North Carolina Secretary of State. The operating agreement referred to in the Complaint and attached to Plaintiff’s briefing was for “Burn Boot Camp High Point, NC,” not Plaintiff. The Court further noted that the language of the operating agreement made it unclear whether Plaintiff was, in fact, a member of the company.
Rule 12(b)(1). The Court concluded that it lacked subject matter jurisdiction over the case because Plaintiff, as named in the Complaint, did not exist and granted Defendant’s motion to dismiss the Complaint without prejudice under Rule 12(b)(1). The Court also noted that Plaintiff had failed to request leave to amend under Rule 15 or substitute the real party in interest under Rule 17.
Rule 12(b)(6). The Court granted Defendant’s motion to dismiss Plaintiff’s breach of contract claim, noting that Plaintiff (1) was not identified as the entity governed by the operating agreement, (2) failed to identify any alleged breach of the operating agreement affecting Plaintiff, and (3) did not allege that this claim was premised on Plaintiff being a member of the company. The Court also granted Defendant’s motion to dismiss Plaintiff’s declaratory judgment claim, concluding that, based on the current case posture, entering a declaratory judgment would not eliminate the uncertainty giving rise to this lawsuit. The Court dismissed the Complaint without prejudice pursuant to Rule 12(b)(6).
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