Accelerando, Inc. v. Relentless Sols., Inc., 2025 NCBC 28.
STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION GUILFORD COUNTY 24CV028428-400
ACCELERANDO, INC.,
Plaintiff,
v. ORDER AND OPINION ON MOTION RELENTLESS SOLUTIONS, INC. TO DISMISS AMENDED COMPLAINT and ROBERT YODER,
Defendants.
1. THIS MATTER is before the Court on the 5 March 2025 filing by
Defendant Relentless Solutions, Inc. (Relentless) of the Motion to Dismiss Amended
Complaint (the Motion). (ECF No. 16 [Mot.].) Pursuant to Rule 12(b)(6) of the North
Carolina Rules of Civil Procedure (the Rule(s)), Relentless seeks dismissal of all
claims alleged against it by Plaintiff Accelerando, Inc. (Plaintiff). (Mot. 1.)
2. For the reasons set forth herein, the Court GRANTS in part and DENIES
in part the Motion.
Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. by Jennifer K. Van Zant and Amanda S. Hawkins, for Plaintiff Accelerando, Inc.
Fitzgerald Hanna & Sullivan, PLLC by Andrew L. Fitzgerald, for Defendant Relentless Solutions, Inc.
Robinson, Chief Judge.
I. INTRODUCTION
3. This action arises out of Plaintiff’s contention that its competitor,
Relentless, has misappropriated trade secrets taken by Plaintiff’s former
employees—including Defendant Robert Yoder (Yoder)—who left to work for Relentless. Plaintiff alleges that, in using Plaintiff’s confidential or trade secret
information, Relentless has breached its contract with Plaintiff and wrongfully
interfered with Plaintiff’s service contracts with its customers by inducing them to
terminate the service contracts to work with Relentless instead.
II. FACTUAL BACKGROUND
4. The Court does not make findings of fact when ruling on a motion to dismiss
pursuant to Rule 12(b)(6), and only recites those factual allegations relevant and
necessary to the Court’s determination of the Motion.
A. The Parties
5. Plaintiff is a North Carolina corporation with its principal place of business
in Guilford County, North Carolina. (Am. Compl. ¶ 1, ECF No. 14 [Am. Compl.].)
6. Relentless is a Florida corporation with its principal office in North Miami,
Florida. (Am. Compl. ¶ 2.)
7. Yoder is a resident of Forsyth County, North Carolina. (Am. Compl. ¶ 3.)
B. Plaintiff’s Business and Relationship with Relentless
8. Plaintiff, with the authorization of NCR Corporation (NCR), “provides
software and services to businesses that license NCR Counterpoint[,]” a point-of-sale
software product and intellectual property owned by NCR. (Am. Compl. ¶¶ 9–11.)
“The products and services [Plaintiff] provides are highly specialized, and are
targeted to clients who use NCR Counterpoint.” (Am. Compl. ¶ 12.)
9. Approximately thirty companies worldwide, including Plaintiff and
Relentless, have been authorized by NCR “to sell products and provide service to customers using NCR Counterpoint within certain geographic regions.” (Am.
Compl. ¶¶ 10–11.) Relentless is also authorized to provide NCR Counterpoint
products and services. (Am. Compl. ¶ 13.)
10. On 24 August 2017, Plaintiff and Relentless entered into the Ecommerce 4
Counterpoint Reseller Agreement (the E4CP Agreement), which remains in effect.
(Am. Compl. ¶ 18.)
11. Pursuant to the E4CP Agreement, Plaintiff authorized Relentless “to resell
certain products that [Plaintiff] creates for use with NCR’s Counterpoint” (the E4CP
Products). (Am. Compl. ¶ 19.)
12. As a condition of receiving a license to resell the E4CP Products, the E4CP
Agreement includes a confidentiality provision whereby Relentless “agreed that it
would not use in competition [Plaintiff’s] confidential business information, including
[Plaintiff’s] price lists, data, marketing materials, and business plans.” (Am.
Compl. ¶¶ 20–21.) This provision expressly excludes “information that is publicly
known or otherwise available through lawful means, or information that Relentless
independently developed.” (Am. Compl. ¶ 21.)
C. Yoder’s Employment with Plaintiff
13. Yoder began working for Plaintiff around 15 November 2009. (Am.
Compl. ¶ 15.) At the time of his resignation, Yoder was Plaintiff’s Vice President of
Platform Services, through which he had access to Plaintiff’s confidential information
and clients. (Am. Compl. ¶ 15.) 14. In November 2009, Yoder executed a Subcontractor Non-Compete
Agreement (the Non-Compete Agreement). (Am. Compl. ¶ 38; see Am. Compl. Ex. A.,
ECF No. 14.1 [Non-Compete Agt.].)
15. The Non-Compete Agreement includes the following covenant against
competition:
A. During the period of Subcontractor’s contractual relationship with the Company and for a period of twenty-four (24) months after the termination of agreement . . . Subcontractor shall not directly or indirectly, either for Subcontractor’s own account or as a partner, shareholder (other than shares regularly traded in a recognized market), officer, subcontractor, agent or otherwise, provide services or other to any of the Company’s customers, clients or accounts that might be considered competitive in nature. By way of example, and not as a limitation, the foregoing shall preclude Subcontractor from soliciting business or sales from, or attempting to convert to other sellers or providers of the same or similar products or services as provided by the Company, any customer, client, or account of the Company.
(Non-Compete Agt. at 1.)
16. The Non-Compete Agreement also includes the following confidentiality
provision:
C. During the period of the Subcontractor’s contractual relationship with the Company, and thereafter for seven (7) years, Subcontractor shall not disclose to anyone any Confidential Information. For the purposes of this Agreement, “Confidential Information” shall include any of the Company’s confidential, proprietary or trade secret information that is disclosed to Subcontractor or Subcontractor otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans.
(Non-Compete Agt. at 2.) The confidentiality provision expressly excludes
information that “(i) is or becomes publicly available through no act of Subcontractor, (ii) is rightfully received by Subcontractor from a third party without restrictions[,]
or (iii) is independently developed by Subcontractor.” (Non-Compete Agt. at 2.)
D. Yoder Resigns from Employment with Plaintiff and Begins Work for Relentless
17. Plaintiff alleges, upon information and belief, that Yoder met with
Relentless at its headquarters in Florida in December 2021 and that, shortly
thereafter, Yoder accepted a position with Relentless. (Am. Compl. ¶¶ 41–42.)
18. On or about 14 March 2022, Yoder informed Plaintiff that he was resigning.
(Am. Compl. ¶ 43.)
19. At some point after resigning from his employment with Plaintiff, Yoder
began working for Relentless as a Solutions Architect L3. (Am. Compl. ¶ 16.)
20. Plaintiff alleges that its President, Craig Castor, asked Yoder when he
resigned whether he was leaving to work for Relentless and that Yoder “lied and said
he was not.” (Am. Compl. ¶ 43.)
21. The same day that he resigned, Yoder forwarded certain information
regarding Plaintiff’s then-customer Frham to his personal email address, including
“an internal Accelerando service ticket, which included Frham’s customer contact
information.” (Am. Compl. ¶ 45.) Yoder “also forwarded to his personal email
customer contact information for then-Accelerando customer Girl Scouts Carolinas
Peaks to Piedmont.” (Am. Compl. ¶ 46.) Plaintiff alleges that the customer
information taken by Yoder is confidential. (See Am. Compl. ¶ 45.) 22. Plaintiff further alleges, upon information and belief, that Yoder “also stole
additional confidential and trade secret information” from Plaintiff and that he took
this information to use for Relentless’ benefit. (Am. Compl. ¶¶ 47–48.)
E. Other Employees Depart Plaintiff and Join Relentless
1. Scott Muller
23. Scott Muller (Muller) began working for Plaintiff in 2005 as an account
manager and later became a vice president of the company. (Am. Compl. ¶ 22.)
24. Muller resigned his employment with Plaintiff in 2012 “after an argument
with [Plaintiff’s] President over his authority and compensation.” (Am. Compl. ¶ 23.)
Plaintiff alleges that, before leaving, Muller threatened that “he would steal
[Plaintiff’s] customers if he left.” (Am. Compl. ¶ 23.)
25. Upon leaving his employment with Plaintiff, Muller “began working for one
of [Plaintiff’s] clients” and, shortly thereafter, Muller, “through his employer, fired
[Plaintiff].” (Am. Compl. ¶ 24.)
26. In or around June 2021, Muller was hired as Vice President of Business
Development at Relentless. (Am. Compl. ¶ 25.) Plaintiff alleges, upon information
and belief, that approximately three months later, in or around September 2021,
Muller became Relentless’ Chief Operations Officer. (Am. Compl. ¶ 25.)
2. Dana Dollaeye
27. In or around September 2021, Dana Dollaeye (Dollaeye) was hired as the
Vice President of Client Delivery Service of Relentless. (Am. Compl. ¶ 26.) 28. Dollaeye was previously employed by Plaintiff, where she worked “in a
nearly identical role, as [Plaintiff’s] Vice President of Client Delivery Service and an
officer of [Plaintiff].” (Am. Compl. ¶ 27.) Dollaeye resigned from her employment
with Plaintiff on 14 September 2021. (Am. Compl. ¶ 29.)
29. In her role as Plaintiff’s Vice President of Client Delivery Service, Dollaeye
“had access to [Plaintiff’s] confidential information, and was in charge of managing
[Plaintiff’s] client service protocols. Nearly all of [Plaintiff’s] employees reported
directly to her, including [Plaintiff’s] Knowledge Services Professionals, service
managers, and subcontractors.” (Am. Compl. ¶ 28.) Dollaeye, in this role, “also had
access to all information regarding rates of pay, benefit classes, and history of
compensation for every employee.” (Am. Compl. ¶ 28.)
30. After tendering notice, but prior to leaving employment with Plaintiff,
Dollaeye emailed to her personal email certain information which Plaintiff alleges
constitutes its confidential and trade secret information. (Am. Compl. ¶ 30.) Plaintiff
specifically alleges that Dollaeye emailed herself a host of sensitive documents
including internal best practices and policies, work templates, job descriptions, and
other internal documents (collectively, the Customer Service Protocols). (See Am.
Compl. ¶ 30.) Plaintiff alleges it has “developed and honed” these materials over the
course of more than two decades. (Am. Compl. ¶ 30.)
31. Only service management employees of Plaintiff have access to the
Customer Service Protocols, and the materials are password protected and are not
shared outside the company. (Am. Compl. ¶ 33.) 32. Plaintiff further alleges, upon information and belief, that Dollaeye
“forwarded and stole additional trade secret materials” from Plaintiff and that she
took this information to use for Relentless’ benefit. (Am. Compl. ¶¶ 34–35.)
F. Plaintiff’s Customers Leave to Work with Relentless
33. Plaintiff alleges that the following customers have left Plaintiff to work
with Relentless: (1) Girl Scouts Carolinas Peaks to Piedmont (Girl Scouts), (2) Frham,
(3) Shore Décor, and (4) So-Mo Agri Supply. (Am. Compl. ¶ 54.)
III. PROCEDURAL BACKGROUND
34. On 23 December 2024, Plaintiff initiated this action upon the filing of the
Verified Complaint. (ECF No. 3.)
35. On 21 February 2025, Plaintiff filed the Amended Complaint as a matter of
right. (ECF No. 14.)
36. On 5 March 2025, Relentless filed the Motion. After full briefing, the Court
held a hearing on the Motion on 6 June 2025 (the Hearing), where all parties were
represented by counsel. (See ECF No. 30.)
37. The Motion is ripe for resolution.
IV. LEGAL STANDARD
38. In ruling on a motion to dismiss pursuant to Rule 12(b)(6), the Court
reviews the allegations in the Complaint in the light most favorable to the plaintiff.
See Christenbury Eye Ctr., P.A. v. Medflow, Inc., 370 N.C. 1, 5 (2017). The Court’s
inquiry is “whether, as a matter of law, the allegations of the complaint . . . are
sufficient to state a claim upon which relief may be granted under some legal theory[.]” Harris v. NCNB Nat’l Bank, 85 N.C. App. 669, 670 (1987). The Court
accepts all well-pleaded factual allegations in the relevant pleadings as true. See
Krawiec v. Manly, 370 N.C. 602, 606 (2018). The Court is therefore not required “to
accept as true allegations that are merely conclusory, unwarranted deductions of fact,
or unreasonable inferences.” Good Hope Hosp., Inc. v. N.C. Dep’t of Health and Hum.
Servs., 174 N.C. App. 266, 274 (2005) (quotation marks and citation omitted).
39. Furthermore, the Court “can reject allegations that are contradicted by the
documents attached, specifically referred to, or incorporated by reference in the
complaint.” Moch v. A.M. Pappas & Assocs., LLC, 251 N.C. App. 198, 206 (2016)
(citation omitted). The Court may consider these attached or incorporated documents
without converting the Rule 12(b)(6) motion into a motion for summary judgment.
Id. (citation and quotations omitted).
40. Our Supreme Court has observed that “[i]t is well-established that
dismissal pursuant to Rule 12(b)(6) is proper when ‘(1) the complaint on its face
reveals that no law supports the plaintiff’s claim; (2) the complaint on its face reveals
the absence of facts sufficient to make a good claim; or (3) the complaint discloses
some fact that necessarily defeats the plaintiff’s claim.’ ” Corwin v. British Am.
Tobacco PLC, 371 N.C. 605, 615 (2018) (citations omitted). This standard of review
for Rule 12(b)(6) motions is the standard our Supreme Court “routinely uses . . . in
assessing the sufficiency of complaints in the context of complex commercial
litigation.” Id. at 615 n.7 (citations omitted). V. ANALYSIS
41. Relentless moves to dismiss all of Plaintiff’s claims against Relentless,
which include: (1) misappropriation of trade secrets in violation of N.C.G.S. § 66-152,
et seq. (Am. Compl. ¶¶ 55–66), (Count One); (2) breach of contract related to the E4CP
Agreement (Am. Compl. ¶¶ 75–81), (Count Three); (3) wrongful interference with
contract (Am. Compl. ¶¶ 82–88), (Count Four); (4) unfair and deceptive trade
practices pursuant to N.C.G.S. § 75-1.1, et seq. (Am. Compl. ¶¶ 89–96), (Count Five);
(5) unjust enrichment (Am. Compl. ¶¶ 97–101), (Count Six); and (6) permanent
injunction (Am. Compl. ¶¶ 102–05), (Count Seven)1. The Court will address each
claim in turn.2
1 The request for permanent injunction, which makes up the seventh claim for relief, was
misnamed as a claim for unjust enrichment in the Amended Complaint.
2 As an initial matter, Relentless contends in its reply brief that Plaintiff has abandoned its
claims for unfair and deceptive trade practices, breach of contract, and tortious interference by making no argument regarding those claims in its brief in opposition to the Motion. (See Reply Br. Supp. Mot. 5, ECF No. 24 [Reply].)
Although the Court notes that Plaintiff’s brief in opposition appears to focus solely on the misappropriation of trade secrets claim, the Court also notes that Relentless’ brief in support of the Motion largely discusses Plaintiff’s failure to state a claim for misappropriation of trade secrets and appears to otherwise generally argue that the remaining claims also fail because “[e]very one of Plaintiff’s claims against Relentless hinges on a basic premise that Relentless misappropriated trade secrets or confidential information.” (See Br. Supp. Mot. 3–4, ECF No. 17 [Br. Supp.].)
Despite the fact that the parties’ briefs loosely address these other claims, the Court does not consider those claims abandoned and will still address whether they have been sufficiently pled by Plaintiff in the Amended Complaint. A. Count One: Misappropriation of Trade Secrets
42. Plaintiff alleges that “Relentless, through Mr. Muller, Ms. Dollaeye, and
Mr. Yoder, has misappropriated [Plaintiff’s] trade secrets by using them against
[Plaintiff] to solicit [Plaintiff’s] customers.” (Am. Compl. ¶¶ 49, 56, 60.)
43. Specifically, Plaintiff contends that “[b]ecause Relentless knew from the
Confidential Customer Service Protocols how [Plaintiff] handled customer service
issues, it knew how to undercut [Plaintiff] to its customers.” (Am. Compl. ¶ 51.) By
way of example, Plaintiff alleges that “Relentless was able to point to specific ‘flaws’
in [Plaintiff’s] handling of customer service issues as a way to encourage customers
to leave [Plaintiff], or to compare its own services to [Plaintiff’s].” (Am. Compl. ¶ 51.)
Additionally, Plaintiff alleges that based on its misuse of Plaintiff’s trade secrets,
Relentless successfully encouraged four specific customers—Girl Scouts, Frham,
Shore Décor, and So-Mo Agri Supply—to leave Plaintiff and work with Relentless
instead. (Am. Compl. ¶ 54.)
44. The North Carolina Trade Secrets Protection Act defines a trade secret as
business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process that:
a. Derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and
b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. N.C.G.S. § 66-152(3). “To plead misappropriation of trade secrets, a plaintiff must
identify a trade secret with sufficient particularity so as to enable a defendant to
delineate that which he is accused of misappropriating and a court to determine
whether misappropriation has or is threatened to occur.” Krawiec, 370 N.C. at 609
(citation omitted).
45. Misappropriation is defined as the “acquisition, disclosure, or use of a trade
secret of another without express or implied authority or consent, unless such trade
secret was arrived at by independent development, reverse engineering, or was
obtained from another person with a right to disclose the trade secret.”
N.C.G.S. § 66-152(1). The allegations of a complaint must identify with specificity
“the acts by which the alleged misappropriations were accomplished.” Washburn v.
Yadkin Valley Bank & Tr. Co., 190 N.C. App. 315, 327 (2008).
46. The crux of Relentless’ argument is that the Amended Complaint does not
include sufficient facts or evidence showing that Relentless has possessed and used
the alleged trade secret information. (See Br. Supp. 3–5, 7–8.) Further, Relentless
argues that the allegations in the Amended Complaint regarding misappropriation
of trade secrets amount to an inevitable disclosure doctrine argument, a doctrine
which has not been adopted by North Carolina courts. (See Br. Supp. 4–5, 10.)
47. Plaintiff contends it has sufficiently alleged misappropriation of trade
secrets against Relentless based on the allegations in the Amended Complaint that
(1) Yoder and Dollaeye each left their employment with Plaintiff and later began
working for Relentless; (2) Yoder and Dollaeye each forwarded themselves Plaintiff’s alleged confidential or trade secret information after giving notice but prior to leaving
employment with Plaintiff; (3) Relentless used the information taken by Yoder and
Dollaeye to undermine relationships with Plaintiff’s customers so that they would
leave to work with Relentless; and (4) four of Plaintiff’s customers did, in fact, leave
to work with Relentless, including two customers whose information Yoder forwarded
to himself prior to leaving employment with Plaintiff. (See Memo. Opp’n Def.’s
Mot. 6–7, 10–11, ECF No. 21 [Memo. Opp.].)
48. The Court determines that the allegations in the Amended Complaint are
minimally sufficient at this stage to state a claim for misappropriation of trade secrets
against Relentless based on Relentless’ alleged misappropriation of the Customer
Service Protocols taken by Dollaeye.
49. However, to the extent Count One is also based on Relentless’ use of trade
secrets allegedly taken by Yoder or Muller, the Court determines the allegations in
the Amended Complaint insufficient to state a claim for misappropriation of trade
secrets as (i) with respect to Yoder, Plaintiff only alleges that Yoder took confidential
customer information, which Plaintiff concedes does not constitute trade secrets, and
otherwise has generally alleged upon information and belief that Yoder stole
unspecified trade secret information from Plaintiff; and (ii) with respect to Muller,
the Amended Complaint contains no allegations that trade secrets were taken by
Muller and subsequently used by Relentless.
50. Further, the Court rejects Relentless’ argument that these allegations
warrant invoking the inevitable disclosure doctrine. Plaintiff has not simply alleged that, because former employees of Plaintiff who had access to trade secret information
left to work for a competitor, such information will inevitably be disclosed. Rather,
Plaintiff has specifically alleged that Relentless accessed the alleged trade secret
information taken by Dollaeye, used it to identify flaws in Plaintiff’s services and
encourage customers to leave Plaintiff to work with Relentless, and, as a result, four
customers left to work with Relentless. These are allegations of actual, as opposed to
inevitable, disclosure and use.
51. Therefore, the Court DENIES in part the Motion as to Count One to the
extent it is based on Relentless’ alleged misappropriation of the Customer Service
Protocols taken by Dollaeye. Except as herein denied, the Motion is GRANTED in
part as to Count One to the extent it is based on unidentified trade secrets allegedly
taken by Yoder or Muller.
B. Count Three: Breach of E4CP Agreement
52. Plaintiff alleges that Relentless has breached paragraph C of the E4CP
Agreement by using Plaintiff’s confidential, trade secret, and proprietary information
to compete with Plaintiff. (Am. Compl. ¶ 79.)
53. Relentless appears to argue that this breach of contract claim fails because
the Amended Complaint does not include allegations “explaining the link of how or
why there is a belief that Relentless misused confidential information obtained
during the E4CP [Agreement].” (Br. Supp. 3.)
54. To properly plead a breach of contract claim, the claimant must allege
“(1) [the] existence of a valid contract and (2) [a] breach of the terms of that contract.” Poor v. Hill, 138 N.C. App. 19, 26 (2000) (citing Jackson v. Cal. Hardwood Co.,
120 N.C. App. 870, 871 (1995)). Where each of these elements are alleged, “it is error
to dismiss a breach of contract claim under Rule 12(b)(6).” Woolard v. Davenport,
166 N.C. App. 129, 134 (2004). “[S]tating a claim for breach of contract is a relatively
low bar.” Vanguard Pai Lung, LLC v. Moody, 2019 NCBC LEXIS 39, at *11 (N.C.
Super. Ct. June 19, 2019).
55. Upon review of the allegations in the Amended Complaint, the Court
determines that Plaintiff has sufficiently pled facts that state a claim for breach of
contract. Specifically, Plaintiff has alleged that the E4CP Agreement is a valid,
enforceable agreement between Plaintiff and Relentless, (Am. Compl. ¶ 76), and that
Relentless breached that agreement by using confidential, trade secret, and
proprietary information to compete with Accelerando to solicit Plaintiff’s customers
to work with Relentless, (see Am. Compl. ¶ 79).
56. Therefore, the Court DENIES the Motion as to Count Three for breach of
the E4CP Agreement.
C. Count Four: Wrongful Interference with Contract
57. Plaintiff brings Count Four for wrongful interference with contract against
Relentless, alleging that (1) valid contracts existed between Plaintiff and the
following customers for the provision of Counterpoint-related services: Girl Scouts,
Frham, Shore Décor, and So-Mo Agri Supply; (2) Relentless knew that Plaintiff had
contracts with these customers; (3) Relentless used Plaintiff’s confidential and trade
secret information in violation of the E4CP Agreement to intentionally induce these customers to terminate their contracts with Plaintiff; and (4) Relentless had no legal
justification for interfering with Plaintiff’s customers through the misuse of Plaintiff’s
confidential and trade secret information, which Relentless was contractually bound
to protect. (Am. Compl. ¶¶ 83–85, 87.)
58. To state a claim for tortious interference with contract, a plaintiff must
allege the following: (1) a valid contract exists between the plaintiff and a third
person; (2) the defendant knows of the contract between plaintiff and the third party;
(3) the defendant intentionally induces the third person not to perform the contract;
(4) the defendant in doing so acts without justification; and (5) the interference
results in actual damage to the plaintiff. United Labs., Inc. v. Kuykendall,
322 N.C. 643, 661 (1988) (citing Childress v. Abeles, 240 N.C. 667, 674 (1954)). “The
pleading standards for a tortious interference with contract claim are strict.”
Urquhart v. Trenkelbach, 2017 NCBC LEXIS 12, at *15 (N.C. Super. Ct. Feb. 8, 2017);
see also Wells Fargo Ins. Servs. USA v. Link, 2018 NCBC LEXIS 42, at *47 (N.C.
Super. Ct. May 8, 2018); Kerry Bodenhamer Farms, LLC v. Nature’s Pearl Corp.,
2017 NCBC LEXIS 27, at *16 (N.C. Super. Ct. Mar. 27, 2017).
59. Relentless argues that the claim for tortious interference should fail
because it “hinges on the fact that Relentless allegedly used ‘[Plaintiff’s] confidential
and trade secrets information’ to win customers in the competitive NCR
marketplace[,]” and Relentless believes misappropriation has not been sufficiently
pled. (Br. Supp. 3–4.) Relentless also states that it “should be obvious that clients in
a competitive environment will change providers.” (Br. Supp. 9.) 60. While the Court recognizes that there is a “general principle that
interference may be justified when the plaintiff and defendant are competitors[,]”
competition in business only constitutes justifiable interference so long as it is carried
on in furtherance of one’s own interests and by means that are lawful.” Peoples Sec.
Life Ins. Co. v. Hooks, 322 N.C. 216, 221–22 (1988) (emphasis added). Thus, to the
extent Relentless contends this claim fails because Plaintiff and Relentless are
competitors, that argument does not pass muster, as Plaintiff has alleged Relentless,
through unlawful means, has intentionally induced Plaintiff’s customers to terminate
their service agreements.
61. Upon review of the Amended Complaint, the Court concludes that the
allegations are sufficient at this stage to state a claim for tortious interference with
the service contracts between Plaintiff and Girl Scouts, Frham, Shore Décor, and
So-Mo Agri Supply.
62. Therefore, the Court DENIES the Motion as to Count Four for tortious
interference with contract.
D. Count Five: Unfair and Deceptive Trade Practices
63. Plaintiff alleges that the conduct of Relentless complained of in the
Amended Complaint “is oppressive and substantially injurious to customers and,
therefore, unfair under N.C.[G.S.] § 75-1.1.” (Am. Compl. ¶ 90.) Additionally,
Plaintiff contends that Relentless’ violation of the North Carolina Trade Secrets
Protection Act and wrongful interference constitute unfair methods of competition
and unfair or deceptive trade practices. (Am. Compl. ¶¶ 91–92.) 64. “To prevail on a claim of unfair and deceptive trade practices a plaintiff
must show (1) an unfair or deceptive act or practice, or an unfair method of
competition, (2) in or affecting commerce, (3) which proximately caused actual injury
to the plaintiff or to his business.” Spartan Leasing, Inc. v. Pollard, 101 N.C.
App. 450, 460–61 (1991) (citing Marshall v. Miller, 302 N.C. 539 (1981)).
65. Chapter 75 of the North Carolina General Statutes (UDTPA) provides, in
pertinent part, that “[u]nfair methods of competition in or affecting commerce, and
unfair or deceptive acts or practices in or affecting commerce, are declared unlawful.”
N.C.G.S. § 75-1.1(a). Further, the UDTPA defines “commerce” to include “all business
activities, however denominated, but does not include professional services rendered
by a member of a learned profession.” N.C.G.S. § 75-1.1(b).
66. “North Carolina courts have previously concluded that when the UDTP[A]
claim rests solely upon other claims . . . which the court determines should be
dismissed, the UDTP[A] claim must fail as well.” Chara, LLC v. Sequoia Servs., LLC,
2020 NCBC LEXIS 52, at *19 (N.C. Super. Ct. Apr. 17, 2020).
67. Because the Court has concluded that Plaintiff’s allegations are sufficient
to state claims for misappropriation of trade secrets and tortious interference with
contract, the allegations are likewise sufficient to state a UDTPA claim as to that
same conduct.
68. Therefore, the Court DENIES the Motion as to Count Five for violation of
the UDTPA. E. Count Six: Unjust Enrichment
69. Plaintiff brings Count Six for unjust enrichment against Relentless,
alleging Relentless “received the benefit of [Plaintiff’s] trade secrets and confidential
information” by using the alleged trade secrets and confidential information to solicit
Plaintiff’s customers when it was not entitled to do so. (Am. Compl. ¶¶ 98–100.)
70. “In North Carolina, to recover on a claim of unjust enrichment, Plaintiff
must prove: (1) that it conferred a benefit on another party; (2) that the other party
consciously accepted the benefit; and (3) that the benefit was not conferred
gratuitously or by an interference in the affairs of the other party.” Cnty. of Wake
PDF Elec. & Supply Co., LLC v. Jacobsen, 2020 NCBC LEXIS 103, at *29 (citing
Southeastern Shelter Corp. v. BTU, Inc., 154 N.C. App. 321, 330 (2002)). The benefit
must be measurable. Krawiec, 370 N.C. at 615.
71. “A claim for unjust enrichment ‘is neither in tort nor contract but is
described as a claim in quasi contract or a contract implied in law.’ ” Jacobsen,
2020 NCBC LEXIS 103, at *28 (quoting Booe v. Shadrick, 322 N.C. 567, 570 (1988)).
“ ‘The general rule of unjust enrichment is that where services are rendered and
expenditures made by one party to or for the benefit of another, without an express
contract to pay, the law will imply a promise to pay a fair compensation therefor.’ ”
Krawiec, 370 N.C. at 615 (quoting Atlantic C. L. R. Co. v. State Highway Comm’n,
268 N.C. 92, 95–96 (1966) (citation omitted)).
72. The basis for Plaintiff’s claim of unjust enrichment is that Relentless
obtained a benefit through its alleged misappropriation and improper use of Plaintiff’s trade secrets and confidential information. As a result, the Court
determines that any benefit Relentless obtained through improper use of the alleged
trade secrets and confidential information was taken by Relentless as opposed to
being voluntarily conferred upon Relentless by Plaintiff. See KNC Techs., LLC v.
Tutton, 2019 NCBC LEXIS 72, at *37 (N.C. Super. Ct. Oct. 9, 2019) (dismissing unjust
enrichment claim where the plaintiff only alleged the defendants took some benefit
for themselves for which plaintiff believed it should be awarded damages); Am.
Cirs., Inc. v. Bayatronics, LLC, 2023 NCBC LEXIS 165, at **39–40 (N.C. Super. Ct.
Dec. 8, 2023) (holding the alleged wrongful taking and dissemination of information
in violation of a confidentiality agreement did not support a claim for unjust
enrichment because no benefit had been conferred); A Distrib. Co. v. Mood Prod.
Grp. LLC, 2024 NCBC LEXIS 130, at **25–26 (N.C. Super. Ct. Sept. 26, 2024)
(dismissing unjust enrichment claim where the defendant was alleged to have taken
a benefit for itself through the fraudulent use of the plaintiff’s certificates).
73. As such, Plaintiff has not stated a proper claim for unjust enrichment.
Therefore, the Court GRANTS the Motion as to Count Six, and Count Six for unjust
enrichment is dismissed with prejudice.
F. Count Seven: Permanent Injunction
74. Plaintiff asks the Court to enforce the E4CP Agreement by entering a
permanent injunction forbidding Relentless from using Plaintiff’s confidential or
trade secret information or providing the same “to anyone other than [Plaintiff], and
to return without retaining copies of [Plaintiff’s] trade secret and confidential and proprietary information, and all other of [Plaintiff’s] property, documents, data, and
files.” (Am. Compl. ¶ 103.)
75. Injunctive relief “is an ancillary remedy, not an independent cause of
action.” Revelle v. Chamblee, 168 N.C. App. 227, 230 (2005) (citation omitted). It is
well-settled that “injunctive relief is not a standalone claim[.]” Window World of St.
Louis, Inc. v. Window World of Bloomington, Inc., 2021 NCBC LEXIS 88, at *15 (N.C.
Super. Ct. Oct. 6, 2021).
76. Accordingly, the Court hereby GRANTS the Motion as to Count Seven, and
Count Seven for permanent injunctive relief is dismissed without prejudice to
Plaintiff’s ability to seek this remedy at a later time if warranted by the relevant facts
and law.
VI. CONCLUSION
77. For the foregoing reasons, the Court hereby GRANTS in part and DENIES
in part the Motion as follows:
a. The Court GRANTS the Motion in part as to Count One, to the
extent it is related to any unidentified trade secrets allegedly taken by
Yoder or Muller and used by Relentless, and that claim is DISMISSED
without prejudice to that limited extent;
b. The Court GRANTS the Motion as to Count Six for unjust
enrichment, and that claim is DISMISSED with prejudice;
c. The Court GRANTS the Motion as to Count Seven for permanent
injunction, and that claim is DISMISSED without prejudice; and d. Except as herein granted, the Motion is hereby DENIED.
SO ORDERED, this the 19th day of June, 2025.
/s/ Michael L. Robinson Michael L. Robinson Chief Business Court Judge