Env’t Holdings Grp., LLC v. Finch, 2022 NCBC 25.
STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION WAKE COUNTY 21 CVS 14019
ENVIRONMENTAL HOLDINGS GROUP, LLC,
Plaintiff, ORDER AND OPINION ON v. DEFENDANT’S MOTION TO DISMISS SCOTT FINCH,
Defendant.
THIS MATTER comes before the Court on Defendant Scott Finch’s Motion to
Dismiss. (“Motion to Dismiss” or “Motion,” ECF No. 13.)
THE COURT, having considered the Motion, the briefs of the parties, the
arguments of counsel, and all applicable matters of record, CONCLUDES that the
Motion should be GRANTED, in part, and DENIED, in part, for the reasons set forth
below.
Fox Rothschild LLP, by Jeffrey R. Whitley and George J. Oliver, for Plaintiff Environmental Holdings Group, LLC.
Hamilton Stephens Steele + Martin, PLLC, by Mark R. Kutny, for Defendant Scott Finch.
Davis, Judge.
INTRODUCTION
1. In this action, an environmental services company doing business in
multiple states, but principally located in North Carolina, has brought suit against a
former employee, a Virginia resident, alleging an array of tortious conduct by the
former employee relating to his work for the company in Virginia and his subsequent departure from the company to work for a direct competitor. The present motion
requires the Court to (1) apply choice of law rules to determine whether the
substantive laws of North Carolina or Virginia govern the plaintiff’s claims; and (2)
determine whether the plaintiff has stated valid claims for relief under Rule 12(b)(6)
of the North Carolina Rules of Civil Procedure based on the substantive laws of that
state.
FACTUAL AND PROCEDURAL BACKGROUND
2. The Court does not make findings of fact on motions to dismiss under
Rule 12(b)(6) and instead recites pertinent facts contained in the Complaint
(“Complaint,” ECF No. 3) that are relevant to the Court’s determination of the
Motion.
3. Plaintiff Environmental Holdings Group, LLC (“Plaintiff” or “Alloy”) is
a “specialty environmental services company, providing niche services such as the
abatement of hazardous materials, demolition, and environmental engineering to
protect people from the adverse effects of pollution and improve the environmental
quality of communities.” (Id. at ¶ 6.) Alloy is a North Carolina limited liability
company with its principal office in Morrisville, North Carolina and is registered to
do business in North Carolina. (Id. at ¶ 1.) Alloy also does business and maintains
offices “throughout the United States[.]” (Id. at ¶ 6.)
4. Alloy operates largely as a subcontractor by submitting competitive bids
to contractors for specific contracts. (Id. at ¶ 7.) Alloy alleges that it has “at
significant expense, developed substantial confidential information and trade secrets over the years that provide it with a competitive advantage in this bidding process.”
(Id. at ¶ 8.) These purported trade secrets include: “client lists and information, client
data and preferences, price points for bids, pricing strategies, supplier information,
operating information [ ] including profits and expenses, business plans, strategic
analysis, processes, and procedures.” (Id.)
5. Alloy further alleges that its trade secrets are not generally available to
the public and that it utilizes various measures designed to safeguard the secrecy of
these trade secrets. (Id. at ¶¶ 9–10.) Such measures include “explicit policies
requiring employees to maintain the secrecy of [Alloy’s] confidential trade secret
information”; requiring “all employees to sign an acknowledgment and receipt of the
Employee Handbook containing these policies”; and “limiting employee access based
on their position and job duties, password-protecting electronically-stored
information, conducting exit interviews for departing employees, and requiring the
immediate return of company property on an employee’s last day of work.” (Id. at
¶ 10.)
6. Defendant Scott Finch (“Defendant” or “Finch”) was employed by Alloy
as a Senior Project Manager for Alloy’s projects in Richmond, Virginia from 10
December 2019 through 9 July 2021. (Id. at ¶¶ 11, 27.) During his employment with
Alloy, Finch—a resident of Virginia—worked out of his “home office” while reporting
to the Branch Manager of the Raleigh, North Carolina office, from which all of his
work for Alloy was “facilitated.” (Id. at ¶¶ 2–3, 11.) More specifically, Finch was
supervised by an employee of the Raleigh office—Jim Smith—and Finch “directed weekly or daily communications to Raleigh as a result of his employment duties.” (Id.
at ¶¶ 3, 24.)
7. Alloy alleges that “Finch had substantial control and authority over the
entire operation of [Alloy’s] Richmond . . . projects, managing another project
manager/estimator and overseeing all field personnel in Richmond[.]” (Id. at ¶ 12.)
Notably, Finch was responsible for making bids on behalf of Alloy with regard to a
project in Richmond known as the “Mutual Building Project” in early April 2021.
Finch’s bids were submitted to the general contractor of the project, L.F. Jennings.
(Id. at ¶ 19.)
8. Alloy’s internal process associated with submitting a bid on a project is
for its employees to put bid-related information in Alloy’s secure on-line third-party
cloud software filing system—referred to as “Box.” (Id. at ¶¶ 20–21.) “Box” allows
for the storing of bid information in a “shared location so that other Alloy team
members can assess the status of [a] bid, provide input, and ensure a collaborative
process that will result in the most competitive bid.” (Id.)
9. Contrary to the above-referenced practice, Finch failed to upload any
information into “Box” regarding the Mutual Building Project until his last day of
employment with Alloy on 9 July 2021. (Id. at ¶¶ 21, 27.) Instead, after the original
bid of $1,789,098 (which had been reviewed by Alloy’s Raleigh Branch Manager) was
submitted, Finch subsequently submitted three revised bids for the Mutual Building
Project between 10 June 2021 and 25 June 2021—increasing the original bid price by
$140,215. (Id. at ¶¶ 24–25.) Finch did not obtain approval from, or even inform, his supervisor or the Raleigh Branch Manager about the revised bid proposals or put
information about them into “Box.” (Id.)
10. During this same time period and without the knowledge of Alloy, Finch
was also engaged in negotiations for employment with a direct competitor of Alloy,
Trifecta Services Company (“Trifecta”). 1 (Id. at ¶¶ 14, 22–23.) Trifecta made an offer
of employment to Finch on 2 July 2021, and Finch subsequently gave notice of his
resignation from Alloy three days later—designating 9 July 2021 as his last day of
employment. (Id. at ¶¶ 26–27.) On 6 July 2021, Finch’s supervisor asked Finch
directly if he was leaving to join Trifecta. Finch responded “no” despite having
already accepted the offer from Trifecta. (Id. at ¶ 28.)
11. On Finch’s last day of employment with Alloy, Alloy received notification
from L.F. Jennings that Trifecta had been awarded the Mutual Building Project. It
was only then that Finch finally uploaded the revised bids he had made on behalf of
Alloy into “Box.” (Id. at ¶ 29.) Upon finally learning that Finch had revised Alloy’s
bid amounts without his knowledge, Smith cut approximately $140,000 from Finch’s
last submitted bid on the project and then submitted the new reduced bid to L.F.
Jennings. (Id. at ¶ 30–31.) Smith then met with L.F. Jennings management officials
who informed him that the new revised bid would have been less than Trifecta’s bid,
1 Although Trifecta is not a named party in this lawsuit, Alloy alleges that “[i]n the fall of
2020, Trifecta began a concerted effort to raid key Alloy personnel in an effort to hinder Alloy’s ability to compete for customers and projects” and that this effort “has allowed [Trifecta] to successfully obtain projects that Alloy would otherwise could [sic] have been [sic] obtained.” (ECF No. 3, at ¶¶ 15, 18.) but that it was too late because L.F. Jennings had already awarded the project to
Trifecta. (Id.)
12. Finch is currently managing the Mutual Building Project for Trifecta.
(Id. at ¶ 32.) Within a short period of time after Finch’s final day of employment with
Alloy (and possibly earlier), Finch began contacting various supervisors of Alloy and
soliciting them to terminate their employment with Alloy and come to work for
Trifecta. (Id. at ¶ 33.)
13. On 15 October 2021, Alloy filed its Complaint in this matter, asserting
four claims for relief against Finch: (1) misappropriation of trade secrets pursuant to
N.C.G.S. § 66-152 et seq.; (2) unfair and deceptive trade practices (“UDTP”) pursuant
to Chapter 75 of the North Carolina General Statutes; (3) breach of fiduciary duty;
and (4) tortious interference with prospective economic relations. (Id. at ¶¶ 34–61.)
14. This matter was designated a mandatory complex business case on 8
December 2021. (ECF Nos. 1–2.)
15. On 19 January 2022, Defendant filed a Motion to Dismiss pursuant to
Rule 12(b)(6). (ECF No. 13.)
16. This matter came before the Court for a hearing on 20 April 2022. The
Motion is now ripe for decision.
LEGAL STANDARD
17. “A motion to dismiss under Rule 12(b)(6) tests the legal sufficiency of
the complaint by presenting the question whether, as a matter of law, the allegations
of the complaint, treated as true, are sufficient to state a claim upon which relief can be granted under some recognized legal theory.” Forsyth Mem’l Hosp., Inc. v.
Armstrong World Indus., Inc., 336 N.C. 438, 442 (1994) (cleaned up).
18. In ruling on a motion to dismiss under Rule 12(b)(6), the Court may only
consider the pleading and “any exhibits attached to the [pleading,]” Krawiec v. Manly,
370 N.C. 602, 606 (2018), and must view the allegations in the complaint “in the light
most favorable to the non-moving party.” Christenbury Eye Ctr., P.A. v. Medflow,
Inc., 370 N.C. 1, 5 (2017) (quoting Kirby v. N.C. Dep’t of Transp., 368 N.C. 847, 852
(2016)).
19. “It 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) (cleaned up).
ANALYSIS
20. Defendant’s Motion directly raises choice of law issues—that is, whether
the substantive laws of North Carolina or Virginia apply to Plaintiff’s claims.
Specifically, Defendant argues that Plaintiff’s misappropriation of trade secrets and
UDTP claims—both of which have been asserted by Plaintiff pursuant to specific
North Carolina statutes—should be dismissed because Virginia law applies to these
claims. (ECF No. 13, at ¶¶ 1–2.) In addressing Defendant’s arguments, the Court
deems it appropriate to determine which state’s substantive laws applies to all four
of Plaintiff’s claims. 21. As stated by our Supreme Court,
[North Carolina’s] traditional conflict of laws rule is that matters affecting the substantial rights of the parties are determined by lex loci, the law of the situs of the claim, and remedial or procedural rights are determined by lex fori, the law of the forum. For actions sounding in tort, the state where the injury occurred is considered the situs of the claim. Thus, under North Carolina law, when the injury giving rise to a negligence or strict liability claim occurs in another state, the law of that state governs resolution of the substantive issues in the controversy.
Boudreau v. Baughman, 322 N.C. 331, 335 (1988) (italics added). Our courts have
“consistently adhered to the lex loci rule in tort actions.” Id. (italics added).
22. However, with regard to claims not grounded in tort law, our courts have
on occasion used the “most significant relationship” test. See, e.g., id. at 336 (stating
that actions for breach of implied warranty are “now governed by the Uniform
Commercial Code” and are “determined by the most significant relationship test”).
23. “According to the lex loci test, the substantive law of the state where the
injury or harm was sustained or suffered, which is, ordinarily, the state where the
last event necessary to make the actor liable or the last event required to constitute
the tort takes place, applies.” SciGrip, Inc. v. Osae, 373 N.C. 409, 420 (2020) (cleaned
up). On the other hand, the most significant relationship test “provides for the use of
the substantive law of the state with the most significant relationship to the claim in
question,” determined by an evaluation of “(a) the place where the injury occurred;
(b) the place where the conduct giving rise to the injury occurred; (c) the domicile,
residence, nationality, place of incorporation and place of business of the parties; and (d) the place where the relationship, if any, between the parties is centered.” Id.
(cleaned up); see Restatement (Second) of Conflict of Laws § 145 (Am. L. Inst. 1971).
24. With these principles in mind, the Court proceeds to determine whether
North Carolina or Virginia law applies to each of the claims asserted by Plaintiff in
the Complaint. 2
i. Misappropriation of Trade Secrets
25. Plaintiff’s first cause of action is brought under the North Carolina
Trade Secrets Protection Act (“NCTSPA”)—N.C.G.S. § 66-152 et seq. (ECF No. 3, at
¶¶ 34–43.) Defendant argues that this claim should be dismissed because Virginia
law applies, and therefore the NCTSPA “does not provide a source of liability.” (ECF
No. 14, at p. 4.)
26. Our Supreme Court has recently provided guidance as to the
appropriate choice of law analysis for misappropriation of trade secrets claims. See
SciGrip, 373 N.C. at 419–22. In SciGrip, our Supreme Court was tasked with
reviewing a decision in which this Court applied the lex loci test—rather than the
most significant relationship test—to a misappropriation of trade secrets claim
brought under the NCTSPA. Id. at 419. At the summary judgment stage, this Court
“deemed the choice of law issue dispositive on the grounds that since ‘the undisputed
evidence demonstrates the alleged misappropriation occurred outside the state of
North Carolina,’ [plaintiff] cannot bring a claim under the [NCTSPA].” Id. at 419 n.3.
2 Although Plaintiff suggests that discovery is necessary before this Court can properly rule
on the choice of law issues, the Court is satisfied that the allegations in the Complaint are sufficient for the Court to do so at the present time. 27. On appeal to the Supreme Court, the plaintiff argued that this Court
instead should have applied the most significant relationship test. Id. The Supreme
Court rejected this argument, stating that its “jurisprudence favors the use of the lex
loci test in cases involving tort or tort-like claims” and holding that “the weight of
[the] Court’s decisions and those of federal courts predicting how [the Supreme] Court
would address misappropriation of trade secrets claims tends to support the
application of the lex loci test, rather than the most significant relationship test, in
the misappropriation of trade secrets context.” Id. at 421.
28. In light of SciGrip, this Court concludes that the lex loci test is
applicable to Plaintiff’s misappropriation of trade secrets claim. In applying this test,
the Court deems it appropriate to focus on “where the last event necessary to make
the actor liable or the last event required to constitute the tort t[ook] place[.]” Id. at
420. Alloy alleges in the Complaint that Finch is a resident of Virginia; Finch served
as Alloy’s Senior Project Manager on Alloy’s Richmond, Virginia projects; Finch
worked out of his home office in Virginia; Finch bid on the Mutual Building Project,
which is located in Virginia and forms the basis for the bulk of the allegations in the
Complaint; and Finch now manages the Mutual Building Project in Virginia on behalf
of Trifecta. (ECF No. 3, at ¶¶ 2, 11, 13, 19.) Absent from the Complaint are
allegations of any act taken by Finch in North Carolina other than the fact that he
reported to his supervisor in Alloy’s Raleigh office. Based on these allegations, the
“last event required to constitute the tort”—i.e., the alleged misappropriation—could
only have taken place in Virginia. 29. Therefore, the Court concludes that Virginia law applies to Plaintiff’s
misappropriation of trade secrets claim. Accordingly, given that the NCTSPA does
not provide any source of liability for Plaintiff’s claim, Defendant’s Motion to Dismiss
as to Plaintiff’s misappropriation of trade secrets claim—which has been brought
pursuant to the NCTSPA—is GRANTED, and the claim is DISMISSED.
ii. UDTP
30. Alloy’s second cause of action for UDTP is brought under Chapter 75 of
the North Carolina General Statutes. See N.C.G.S. § 75-1 et seq. (ECF No. 3, at ¶¶
44–49.) Defendant argues that this claim should be dismissed because “[u]nder either
the lex loci test or the most significant relationship test, Chapter 75 . . . does not
provide a source of liability” due to the fact that Virginia law applies to this claim.
(ECF No. 14, at p. 7.)
31. It is currently unsettled in North Carolina whether a UDTP claim—a
claim which our courts have described as a “creation of statute . . . neither wholly
tortious nor wholly contractual in nature”—is analyzed under the lex loci test or the
most significant relationship test. Stetser v. TAP Pharm Prods. Inc., 165 N.C. App.
1, 15 (2004) (“The conflict of law rule regarding the substantive law to be applied to
unfair or deceptive trade practices [claims] . . . is subject to a split of authority”); see
also RoundPoint Mortg. Co. v. Florez, 2016 NCBC LEXIS 18, at **57 (N.C. Super. Ct.
Feb. 18, 2016) (acknowledging the “long-standing, unresolved question regarding the
proper conflicts-of-law analysis to apply to a claim brought under North Carolina’s
UDTP statute”). 32. In RoundPoint, this Court addressed whether a plaintiff’s UDTP claim
was properly brought pursuant to Chapter 75 rather than as a claim under Nevada
law. 2016 NCBC LEXIS 18, at **56–59. RoundPoint involved claims brought by a
company—RoundPoint Mortgage Company (“RMC”)—against several of its former
officers and employees “who [were] alleged to have, at various times, taken RMC
documents, recruited RMC employees, and otherwise taken improper action to start
a competing company: Sebonic Financial (‘Sebonic’), a division of Cardinal Financial
Company, Limited Partnership (‘Cardinal’).” Id. at **2. Notably, in their summary
judgment motions, the defendants challenged the viability of RMC’s UDTP claim
brought against the former employees, arguing that “as Nevada residents, North
Carolina’s UDTP statute does not apply to them.” Id. at **56–57.
33. After acknowledging the unresolved issue regarding the proper choice of
law rule applicable to Chapter 75 claims, this Court deemed it unnecessary to “wade
into th[at] debate” given the fact that “either test l[ed] to the application of Nevada
law.” Id. at **57. First, with respect to the lex loci test, this Court stated that
RMC’s allegations against the [former employees] consist solely of actions taken by them while they worked and resided in Nevada. There is no issue of material fact that the [former employees] did not undertake any actions outside of Nevada that were related to RMC’s claims. As such, Nevada law was the location of the last act giving rise to RMC’s injury.
Id. at **57–58. Second, with regard to the most significant relationship test, this
Court observed that
[d]uring the relevant times, although both RMC and Cardinal maintained headquarters in North Carolina and both [former officers] resided in North Carolina, as to the [former employees], the underlying facts have a closer nexus to Nevada. The [former employees] were hired to work in Nevada, spent the entirety of their employment there, and committed the actions of which RMC complains there. The [former employees] remained in Nevada after leaving RMC to join Cardinal and continued to reside there when this action was initiated.
Id. at **58. Accordingly, this Court concluded that “the lex loci test and the most-
significant-relationship test both weigh in favor of the Court’s application of Nevada
law to RMC’s UDTP claim against the [former employees].” Id.
34. In the present case, the Court is likewise satisfied that under either the
lex loci test or the most significant relationship test, Virginia law applies to Plaintiff’s
UDTP claim.
35. As previously discussed, “under the lex loci test, the substantive law of
the state where the injury or harm was sustained or suffered, which is, ordinarily,
the state where the last event necessary to make the actor liable or the last event
required to constitute the tort takes place, applies.” SciGrip, 373 N.C. at
420 (cleaned up). Central to Plaintiff’s UDTP claim are the allegations of “Finch’s
misappropriation of trade secrets”; “Finch’s concealment of the ongoing bid process”
on the Mutual Building Project “at a time that he was [also] negotiating for or had
accepted employment with a competitor”; and “Finch’s use of Alloy’s confidential
information and trade secrets, including but not limited to its specific bid for the
Mutual Building Project, to underbid Alloy on behalf of his new employer and
competitor[.]” (ECF No. 3, at ¶¶ 45–47.) Indeed, as noted above, the only allegation
in the Complaint as to any “act” taken by Finch in North Carolina concerns Finch’s
“weekly or daily communications” with his supervisor in Raleigh. (ECF No. 3, at ¶ 3.) All other acts by him—including those alleged to give rise to the UDTP claim—
would have occurred in Virginia. Accordingly, based on the allegations in the
Complaint, the “last act” giving rise to Plaintiff’s UDTP claim could have only taken
place in Virginia.
36. Furthermore, with respect to the most significant relationship test, the
Court must determine whether North Carolina or Virginia has the most significant
relationship to the events giving rise to Plaintiff’s UDTP claim. See SciGrip, 373 N.C.
at 420. Here, although Plaintiff maintained a principal office in North Carolina,
Finch lived in Virginia, worked for Alloy from his home office in Virginia, served as
Alloy’s Senior Project Manager on its Virginia projects, and now works for Trifecta in
Virginia. Moreover, the gravamen of Plaintiff’s UDTP claim is Finch’s alleged actions
relating to the bidding process on the Mutual Building Project, which is located in
Virginia. Based on the allegations in the Complaint, Virginia—not North Carolina—
has the most significant relationship to the events that give rise to Plaintiff’s UDTP
claim.
37. Therefore, the lex loci test and the most significant relationship test both
weigh in favor of the Court’s application of Virginia law to Plaintiff’s UDTP claim.
Accordingly, because Chapter 75 does not provide a source of liability for this claim,
Defendant’s Motion to Dismiss as to Plaintiff’s UDTP claim—which has been brought
pursuant to Chapter 75 of the North Carolina General Statutes—is GRANTED, and
the claim is DISMISSED. iii. Breach of Fiduciary Duty
38. Plaintiff’s third cause of action is for breach of fiduciary duty. Once
again, our Supreme Court has made clear that the lex loci test is applicable to tort
claims. See Boudreau, 322 N.C. at 335. In contrast to Defendant’s arguments that
Virginia law applies to Plaintiff’s first two causes of action, Defendant contends that
North Carolina law applies to its breach of fiduciary duty claim. 3 (ECF No. 21, at pp.
6–7.)
39. In making this argument, Defendant attempts to rely on the internal
affairs doctrine.
The internal affairs doctrine is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs— matters peculiar to the relationship among or between the corporation and its current officers, directors, and shareholders—because otherwise a corporation could be faced with conflicting demands.
Bluebird Corp. v. Aubin, 188 N.C. App. 671, 680 (2008) (citation omitted).
40. However, the internal affairs doctrine only applies to officers, directors,
and shareholders. See Islet Scis., Inc. v. Brighthaven Ventures, LLC, 2017 LEXIS 4,
at *10–11 (N.C. Super. Ct. Jan. 12, 2017) (declining to apply the internal affairs
3 Defendant presumably takes this position because, as to this claim, North Carolina law is
more favorable to his position than Virginia law. Virginia law recognizes the existence of a general fiduciary duty owed by an employee to his employer. See Williams v. Dominion Tech. Partners, L.L.C., 265 Va. 280, 289 (2003) (stating that Virginia courts “have long recognized that under the common law an employee, including an employee-at-will, owes a fiduciary duty of loyalty to his employer during his employment”). Conversely, in North Carolina, the general rule is that no such fiduciary duty exists. See Dalton v. Camp, 353 N.C. 647, 652 (2001) (stating that under the general rule “the relation of employer and employee” does not give rise to a fiduciary duty). doctrine to conduct of “third-party corporate outsiders” because the claims did not
involve “matters peculiar to the relationships among or between the corporation and
its current officers, directors, and shareholders”). Here, Finch is alleged to simply
have been an employee of Alloy rather than an officer, director, or shareholder.
Defendant has failed to cite any legal authority in which the internal affairs doctrine
has been extended to mere employees.
41. Therefore, for the same reasons discussed above in the Court’s
application of the lex loci rule as to Plaintiff’s other claims, the Court concludes that
this rule similarly mandates a conclusion that Virginia law applies to Plaintiff’s
breach of fiduciary duty claim. Moreover, Defendant concedes that Plaintiff has
stated a valid claim for breach of fiduciary duty under Virginia law. Accordingly,
Defendant’s Motion to Dismiss as to Plaintiff’s breach of fiduciary duty claim is
DENIED.
iv. Tortious Interference with Prospective Economic Relations
42. Plaintiff’s fourth cause of action is for tortious interference with
prospective economic relations. Because this claim involves yet another common law
tort, the Court must apply the lex loci test. See Boudreau, 322 N.C. at 335. Once
again, the Court concludes that Virginia law is applicable based on the application of
the lex loci test to Plaintiff’s allegations in support of this claim, which the Court has
already summarized.
43. Although Defendant originally argued in the brief in support of his
Motion to Dismiss that dismissal was appropriate as to this claim, Defendant’s counsel conceded at the 20 April 2022 hearing that the Complaint states a valid
tortious interference claim. 4 Accordingly, the Motion to Dismiss is DENIED as to
this claim.
CONCLUSION
THEREFORE, IT IS ORDERED that Defendant’s Motion to Dismiss is
GRANTED, in part, and DENIED, in part, as follows:
1. The Motion is GRANTED with respect to the following claims, which are
hereby DISMISSED:
a. Plaintiff’s first cause of action for misappropriation of trade secrets
pursuant to the NCTSPA; and
b. Plaintiff’s second cause of action for UDTP under Chapter 75 of the
North Carolina General Statutes.
2. The Motion is DENIED with respect to the following claims:
a. Plaintiff’s third cause of action for breach of fiduciary duty; and
b. Plaintiff’s fourth cause of action for tortious interference with
prospective economic relations.
3. The Court notes that Plaintiff has requested the opportunity to amend its
Complaint in the event the Court rules that Virginia law is applicable.
Therefore, in its discretion, the Court hereby grants leave for Plaintiff to
file an amended complaint in this action within thirty (30) days from the
date of this Order.
4 Defendant does not dispute that this claim is recognized under Virginia law. SO ORDERED, this the 16th day of May, 2022.
/s/ Mark A. Davis Mark A. Davis Special Superior Court Judge for Complex Business Cases