IN THE SUPREME COURT OF NORTH CAROLINA

No. 252A16

Filed 6 April 2018

MICHAEL KRAWIEC, JENNIFER KRAWIEC, and HAPPY DANCE, INC./CMT 

DANCE, INC. (d/b/a FRED ASTAIRE FRANCHISED DANCE STUDIOS)

v.

JIM MANLY, MONETTE MANLY, METROPOLITAN BALLROOM, LLC, RANKO 

BOGOSAVAC, and DARINKA DIVLJAK

Appeal pursuant to N.C.G.S. § 7A-27(a)(3)(a) from an order dated 22 January

2016 entered by Judge Louis A. Bledsoe, III, Special Superior Court Judge for 

Complex Business Cases appointed by the Chief Justice pursuant to N.C.G.S. 

§ 7A-45.4, in Superior Court, Mecklenburg County. Heard in the Supreme Court on 

30 August 2017.

Hatcher Legal, PLLC, by Erin B. Blackwell and Nichole M. Hatcher, for 

plaintiff-appellants. 

Brock & Scott, PLLC, by Renner St. John, for defendant-appellees.

JACKSON, Justice.

In this case we consider whether plaintiffs have stated claims for tortious 

interference with contract, misappropriation of trade secrets, unfair and deceptive 

practices, civil conspiracy, and unjust enrichment sufficient to survive defendants’ 

motions to dismiss pursuant to North Carolina Rule of Civil Procedure 12(b)(6). See 

N.C.G.S. § 1A-1, Rule 12(b)(6) (2017). Because we conclude that plaintiffs’ amended 

complaint reveals the absence of law or facts essential to these claims, or alleges facts
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Opinion of the Court

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that necessarily defeat these claims, we affirm the portions of the North Carolina 

Business Court’s 22 January 2016 Order and Opinion on Defendants’ Motions to 

Dismiss Amended Complaint dismissing the claims listed above.

According to the factual allegations in plaintiffs’ amended complaint, which we 

take as true for purposes of reviewing an order on a motion to dismiss pursuant to 

Rule 12(b)(6), see State ex rel. Cooper v. Ridgeway Brands Mfg., LLC, 362 N.C. 431, 

442, 666 S.E.2d 107, 114 (2008) (quoting Stein v. Asheville City Bd. of Educ., 360 N.C. 

321, 325, 626 S.E.2d 263, 266 (2006)), plaintiffs Michael Krawiec and Jennifer 

Krawiec are residents and citizens of North Carolina who own plaintiff Happy Dance, 

Inc./CMT Dance, Inc. (Happy Dance)—a North Carolina corporation doing business 

as Fred Astaire Franchised Dance Studios in Forsyth County. Defendants Jim Manly 

and Monette Manly own defendant Metropolitan Ballroom, LLC (Metropolitan 

Ballroom) (collectively, the Metropolitan defendants), which is a North Carolina 

limited liability company doing business in Mecklenburg County. Defendants Ranko 

Bogosavac, a citizen of Bosnia and Herzegovina, and Darinka Divljak, a Serbian 

citizen, (the dancer defendants) were employed by plaintiffs pursuant to O1-B 

nonimmigrant work visas. 

On or about 18 July 2011, plaintiffs entered into contracts with Bogosavac and 

Divljak pursuant to which plaintiffs procured the visas in exchange for each dancer’s 

express promise to work exclusively for plaintiffs as a dance instructor and performer. 
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Bogosavac, who previously had been employed by plaintiffs, was to work exclusively 

for plaintiffs from 31 January 2012 to 3 January 2013, and Divljak was to do the same 

from 1 September 2011 to 31 August 2014. The dancer defendants also agreed not to 

work for any other company that offered dance instruction or competed against 

Happy Dance for one year after either the expiration or termination of their 

employment with Happy Dance.

On or about 7 February 2012, the dancer defendants began working as dance 

instructors for the Metropolitan defendants in violation of their respective 

employment agreements with plaintiffs. In support of this allegation, plaintiffs 

attached to their amended complaint copies of Bogosavac’s and Divljak’s biographies 

as they appeared on a list of Metropolitan Ballroom’s staff on Metropolitan Ballroom’s 

website on 7 February 2012. In addition, according to plaintiffs, the dancer 

defendants shared confidential information with the Metropolitan defendants, 

specifically, plaintiffs’ “ideas and concepts for dance productions, marketing 

strategies and tactics, as well as . . . customer lists [containing] contact information.” 

From this information, the Metropolitan defendants produced and marketed 

plaintiffs’ dance shows as their own, original productions. The dancer defendants

also lured away plaintiffs’ customers, resulting in a significant loss of revenue for 

plaintiffs. 
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Based on these factual allegations, plaintiffs asserted various causes of action 

against all defendants. The Metropolitan defendants and dancer defendants all filed 

motions to dismiss the amended complaint in its entirety pursuant to Rule 12(b)(6). 

In its order and opinion regarding the motions to dismiss, the Business Court granted 

defendants’ motions as to all of plaintiffs’ claims except for plaintiffs’ claims for 

breach of contract, fraudulent misrepresentation, unjust enrichment, and punitive 

damages against the dancer defendants. Plaintiffs filed a notice of appeal from the 

Business Court’s order and opinion to this Court pursuant to N.C.G.S. 

§ 7A-27(a)(2)-(3). In their appeal, plaintiffs challenge the Business Court’s dismissal 

of their claims against the Metropolitan defendants for tortious interference with 

contract, misappropriation of trade secrets, unfair and deceptive practices, civil 

conspiracy, and unjust enrichment. Plaintiffs also contest the Business Court’s 

dismissal of their claims against the dancer defendants for misappropriation of trade 

secrets and civil conspiracy. We consider each of plaintiffs’ dismissed claims in turn.

On appeal from an order dismissing an action pursuant to Rule 12(b)(6), we 

conduct de novo review. Arnesen v. Rivers Edge Golf Club & Plantation, Inc., 368 

N.C. 440, 448, 781 S.E.2d 1, 8 (2015) (citing Bridges v. Parrish, 366 N.C. 539, 541,

742 S.E.2d 794, 796 (2013)). A Rule 12(b)(6) dismissal “is appropriate when the 

complaint ‘fail[s] to state a claim upon which relief can be granted.’ ” Id. at 448, 781 

S.E.2d at 7 (alteration in original) (quoting N.C.G.S. § 1A-1, Rule 12(b)(6) (2013)). We 

have determined that a complaint fails in this manner when: “(1) the complaint on 
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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.” Wood v. Guilford 

County, 355 N.C. 161, 166, 558 S.E.2d 490, 494 (2002) (citing Oates v. JAG, Inc., 314 

N.C. 276, 278, 333 S.E.2d 222, 224 (1985)). “When reviewing a complaint dismissed 

under Rule 12(b)(6), we treat a plaintiff’s factual allegations as true.” Ridgeway 

Brands, 362 N.C. at 442, 666 S.E.2d at 114 (quoting Stein, 360 N.C. at 325, 626 S.E.2d 

at 266). In conducting our analysis, we also consider any exhibits attached to the 

complaint because “[a] copy of any written instrument which is an exhibit to a 

pleading is a part thereof for all purposes.” N.C.G.S. § 1A-1, Rule 10(c) (2017).

The Business Court dismissed plaintiffs’ claim against the Metropolitan 

defendants for tortious interference with contract on the basis that plaintiffs failed to 

allege that the Metropolitan defendants knew of the exclusive employment

agreement between plaintiffs and the dancer defendants. Plaintiffs contend that the 

Business Court was in error because plaintiffs’ factual allegations included the 

statement that the Metropolitan defendants had “knowledge of the contracts.” We 

disagree.

Whether plaintiffs sufficiently alleged that the Metropolitan defendants had 

knowledge of the exclusivity agreement is essential because a claim for tortious 

interference with contract requires proof of five elements:
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(1) a valid contract between the plaintiff and a third person 

which confers upon the plaintiff a contractual right against 

a third person; (2) the defendant knows of the contract; (3) 

the defendant intentionally induces the third person not to 

perform the contract; (4) and in doing so acts without 

justification; (5) resulting in actual damage to plaintiff. 

United Labs., Inc. v. Kuykendall, 322 N.C. 643, 661, 370 S.E.2d 375, 387 (1988) (citing 

Childress v. Abeles, 240 N.C. 667, 674, 84 S.E.2d 176, 181-82 (1954)). 

The entirety of the relevant allegation in plaintiffs’ amended complaint is that 

“Defendants Metropolitan and Manlys, as well as Defendants Bogosavac and Divljak, 

all had knowledge and/or should have had knowledge of the existing contracts 

pursuant to the O1-B work visas between Plaintiffs and Defendants Bogosavac and 

Divljak.” That the Metropolitan defendants allegedly knew of the existing contract

“pursuant to the O1-B work visas” does not satisfy plaintiffs’ Rule 12(b)(6) burden

because the amended complaint is devoid of any allegation that the work visas 

themselves constituted or contained any reference to an exclusivity agreement. In 

fact, elsewhere in the amended complaint, plaintiffs only alleged that “[p]ursuant to 

the second I-129 Petition . . . Defendant Bogosavac agreed to work exclusively for 

Plaintiffs . . . . The agreement did not authorize Defendant Bogosavac to engage in 

other part-time or concurrent work with other dance studios.” Regarding Divljak, 

plaintiffs stated, in even more general terms, “Pursuant to the contract with 

Plaintiffs, Defendant Divljak was to work exclusively for Plaintiffs . . . . The 

agreement did not authorize Defendant Divljak to engage in other part-time or 
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concurrent work with other dance studios.” Neither of these factual allegations

demonstrates how the Metropolitan defendants could have known of the alleged

exclusive employment agreement through knowledge of the O1-B work visas. 

Therefore, we conclude that “the complaint on its face reveals the absence of facts 

sufficient to make a good claim” for tortious interference with contract because the 

plaintiffs failed to allege that the Metropolitan defendants had knowledge of the 

exclusivity provision. Wood, 355 N.C. at 166, 558 S.E.2d at 494 (citing Oates, 314 

N.C. at 278, 333 S.E.2d at 224).

We now turn to plaintiffs’ claims for misappropriation of trade secrets against 

all defendants. The Business Court dismissed these claims on the basis that plaintiffs 

both failed to identify the alleged trade secrets with sufficient particularity and to

allege the specific acts of misappropriation in which defendants engaged. On appeal, 

plaintiffs contend that their description of their trade secrets as “original ideas and 

concepts for dance productions, marketing strategies and tactics, as well as student, 

client and customer lists and their contact information,” was legally sufficient. 

Plaintiffs also argue that customer lists and contact information are protectable trade 

secrets as a matter of law. Finally, plaintiffs maintain that they adequately described 

the act of misappropriation by stating that the dancers learned of the pertinent 

information in confidence while employed by plaintiffs, that the dancers shared that 

information with the Metropolitan defendants without plaintiffs’ consent, and the 

Metropolitan defendants used that information to benefit their own business. 
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Consequently, plaintiffs contend that the Business Court erred in dismissing their 

claim. We disagree with plaintiffs and reach the same conclusion as the Business 

Court, albeit based upon a somewhat different rationale. 

Section 66-153 of the General Statutes provides that an “owner of a trade 

secret shall have remedy by civil action for misappropriation of his trade secret.” 

N.C.G.S. § 66-153 (2017). For purposes of the Trade Secrets Protection Act, 

misappropriation is 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.” Id. § 66-152(1) (2017). A trade secret 

consists of

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.

Id. § 66-152(3) (2017). As to the burden of proof, the General Statutes further direct: 

Misappropriation of a trade secret is prima facie 

established by the introduction of substantial evidence that 

the person against whom relief is sought both:
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(1) Knows or should have known of the trade secret; 

and

(2) Has had a specific opportunity to acquire it for 

disclosure or use or has acquired, disclosed, or 

used it without the express or implied consent or 

authority of the owner.

Id. § 66-155 (2017).

This Court has not considered the requirements for pleading a claim for 

misappropriation of trade secrets previously, but we conclude that the reasoning of 

our Court of Appeals, which mirrors the notice-pleading standard set forth in North 

Carolina Rule of Civil Procedure 8,1 is persuasive on this topic. The Court of Appeals 

has stated, “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.” Washburn v. Yadkin Valley Bank & 

Tr. Co., 190 N.C. App. 315, 326, 660 S.E.2d 577, 585 (2008) (quoting VisionAIR, Inc. 

v. James, 167 N.C. App. 504, 510-11, 606 S.E.2d 359, 364 (2004)) (internal quotation 

marks omitted), disc. rev. denied, 363 N.C. 139, 674 S.E.2d 422 (2009); see Savor, Inc. 

v. FMR Corp., 812 A.2d 894, 897 (Del. 2002) (concluding that a defendant had 

 

1

 Rule 8(a)(1) requires “[a] short and plain statement of the claim sufficiently 

particular to give the court and the parties notice of the transactions, occurrences, or series 

of transactions or occurrences, intended to be proved showing that the pleader is entitled to 

relief.” N.C.G.S. § 1A-1, Rule 8(a)(1) (2017).
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sufficient notice of a claim for misappropriation of trade secrets to survive a motion 

to dismiss when the court could identify the trade secret as “the allegedly unique 

combination of marketing strategies and processes for the implementation of a 

program under which consumers would be able to use rebates from their qualified 

purchases to fund a 529 Plan”); see also SmithKline Beecham Pharm. Co. v. Merck & 

Co., 766 A.2d 442, 447 (Del. 2000) (noting that a plaintiff “must disclose the allegedly 

misappropriated trade secrets with reasonable particularity” in order to, inter alia, 

“ensure that defendants are put on notice of the claimed trade secrets early in the 

litigation, preventing defendants from being subject to unfair surprise on the eve of 

trial”). This standard also has been applied by federal courts in our state. See

Prometheus Grp. Enters. v. Viziya Corp., No. 5:14-CV-32-BO, 2014 WL 3854812, at 

*7 (E.D.N.C. Aug. 5, 2014) (“In order to adequately 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.’ ” (quoting 

Analog Devices, Inc. v. Michalski, 157 N.C. App. 462, 468, 579 S.E.2d 449, 453

(2003))); Asheboro Paper & Packaging, Inc. v. Dickinson, 599 F. Supp. 2d 664, 676 

(M.D.N.C. 2009) (“The alleged trade secret information must be identified ‘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.’ ” (quoting Analog Devices, 157 N.C. App. at 468, 579 S.E.2d 
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at 453)). In contrast, “a complaint that makes general allegations in sweeping and 

conclusory statements, without specifically identifying the trade secrets allegedly

misappropriated, is ‘insufficient to state a claim for misappropriation of trade 

secrets.’ ” Washburn, 190 N.C. App. at 327, 660 S.E.2d at 585-86 (quoting VisionAIR, 

167 N.C. App. at 511, 606 S.E.2d at 364).

Provided that the information meets the two requirements for a trade secret 

as defined in subsection 66-152(3), we agree with the determination of the Court of 

Appeals that “[i]nformation regarding customer lists, pricing formulas and bidding 

formulas can qualify as a trade secret under G.S. § 66-152(3).” Area Landscaping, 

L.L.C. v. Glaxo-Wellcome, Inc., 160 N.C. App. 520, 525, 586 S.E.2d 507, 511 (2003)

(citation omitted). We are persuaded by the fact that other jurisdictions have reached 

the same conclusion. See, e.g., Home Pride Foods, Inc. v. Johnson, 262 Neb. 701, 709, 

634 N.W.2d 774, 781 (2001) (“We agree [with other cited jurisdictions] and hold that 

a customer list can be included in the definition of a trade secret . . . .”); Ed Nowogroski 

Ins., Inc. v. Rucker, 137 Wash. 2d 427, 440, 971 P.2d 936, 943 (1999) (en banc) (“A 

customer list is one of the types of information which can be a protected trade secret 

if it meets the criteria of the Trade Secrets Act.” (citing Am. Credit Indem. Co. v. 

Sacks, 213 Cal. App. 3d 622, 262 Cal. Rptr. 92 (1989))); Fred's Stores of Miss., Inc. v. 

M & H Drugs, Inc., 96-CA-00620-SCT, 96-CA-00633-SCT (¶¶ 21, 28), 725 So. 2d 902, 

910-11 (1998) (en banc) (holding that the information on a customer list qualified as 

a trade secret when evidence showed that it had independent economic value, was 
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not known or readily ascertainable, and was subject to reasonable efforts to maintain 

its secrecy). However, in light of the requirements of subsection 66-152(3), a customer 

database did not constitute a trade secret when “the record show[ed] that defendants 

could have compiled a similar database through public listings such as trade show 

and seminar attendance lists.” Combs & Assocs. v. Kennedy, 147 N.C. App. 362, 370,

555 S.E.2d 634, 640 (2001) (citation omitted). Similarly, a plaintiff failed to allege

sufficiently that its “customer lists and other compilations of customer data” were 

protected trade secrets when it “ha[d] not come forward with any evidence to show 

that the company took any special precautions to ensure the confidentiality of its 

customer information” and “any information used to contact the clients would have 

been easily accessible to defendant through a local telephone book.” NovaCare 

Orthotics & Prosthetics E., Inc. v. Speelman, 137 N.C. App. 471, 478, 528 S.E.2d 918, 

922 (2000); see also Asheboro Paper, 599 F. Supp. 2d at 676 (noting that “[c]ustomer 

names and addresses may not be protected as a ‘trade secret’ inasmuch as they can 

be readily ascertained through independent development” (citing UBS PaineWebber, 

Inc. v. Aiken, 197 F. Supp. 2d 436 (W.D.N.C. 2002))).

 In their amended complaint, plaintiffs described their trade secrets only as 

their “original ideas and concepts for dance productions, marketing strategies and 

tactics, as well as student, client and customer lists and their contact information.” 

Plaintiffs provided no further detail about these ideas, concepts, strategies, and 

tactics sufficient to put defendants on notice as to the precise information allegedly 
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misappropriated. In addition, plaintiffs’ failure to describe a specific idea, concept, 

strategy, or tactic with respect to their marketing plan or to provide any detail about

their dance productions renders their claim too general for this Court to determine—

even taking plaintiffs’ factual allegations as true—whether there is a “formula, 

pattern, program, device, compilation of information, method, technique, or process”

at issue that “[d]erives independent actual or potential commercial value from not 

being generally known or readily ascertainable through independent development or 

reverse engineering.” N.C.G.S. § 66-152(3)(a). Similarly, plaintiffs’ amended 

complaint, on its face, does not show that plaintiffs’ customer lists constituted a 

protected trade secret because plaintiffs failed to allege that the lists contained any 

information that would not be readily accessible to defendants. Like the Ohio Court 

of Common Pleas in an often cited case involving a dispute between a dance studio 

and its former employee, we recognize that “[t]here is no presumption that a thing is 

a secret,” and emphasize the shortcomings of “general allegations” in making a case 

for misappropriation of trade secrets. Arthur Murray Dance Studios of Cleveland, 

Inc. v. Witter, 105 N.E.2d 685, 709-10 (Ohio Ct. Com. Pl. 1952) (citing Super Maid 

Cook-Ware Corp. v. Hamil, 50 F.2d 830, 832 (5th Cir. 1931)). 

In light of the concern inherent in any misappropriation of trade secrets claim 

that, in pursuing litigation, the alleged trade secret not be revealed in a public

document such as the complaint, see Glaxo Inc. v. Novopharm Ltd., 931 F. Supp. 1280, 

1301 (E.D.N.C. 1996), we note at this point that our analysis of plaintiffs’ claim is 
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entirely dependent upon the extremely general nature of plaintiffs’ allegations. 

There exists a wide gulf between plaintiffs’ description of its alleged trade secrets as 

“original ideas and concepts for dance productions” and “marketing strategies and 

tactics,” and exposure or compromise of the critical details of those alleged trade 

secrets. If plaintiffs had provided additional descriptors to put defendants and the 

courts on notice as to which “original ideas and concepts for dance productions” and 

“marketing strategies and tactics,” were allegedly misappropriated, then we would 

have a different claim before us with the potential for a different outcome.

Additionally, the only allegation of secrecy in plaintiffs’ amended complaint is 

that “Plaintiffs shared this information with Defendants Bogosavac and Divljak in 

confidence.” That plaintiff shared the information at issue with the dancer 

defendants with nothing more than an expectation of confidentiality is insufficient to 

establish that the information was the “subject of efforts that [were] reasonable under 

the circumstances to maintain its secrecy.” Id. § 66-152(3)(b). Plaintiffs’ amended 

complaint is devoid of any allegation of a method, plan, or other act by which they 

attempted to maintain the secrecy of the alleged trade secrets. For all of these 

reasons, plaintiffs failed to allege the existence of a trade secret in their amended 

complaint.

We next address the Metropolitan defendants’ motion to dismiss plaintiffs’ 

claim for unfair and deceptive practices (UDP). The Business Court concluded that 
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plaintiffs failed to allege egregious or aggravating circumstances essential to the 

claim because plaintiffs did not sufficiently plead their claim for tortious interference 

with contract or misappropriation of trade secrets. On appeal from the dismissal of 

their UDP claim, plaintiffs argue only that the Business Court should not have 

dismissed the claim because they pleaded valid claims for tortious interference with 

contract and misappropriation of trade secrets. We disagree.

We have recognized an action for UDP based on the provision of the General 

Statutes that “[u]nfair methods of competition in or affecting commerce, and unfair 

or deceptive acts or practices in or affecting commerce, are declared unlawful.” Id.

§ 75-1.1(a) (2017); see Dalton v. Camp, 353 N.C. 647, 655-56, 548 S.E.2d 704, 710

(2001). To plead a valid claim for UDP, “a plaintiff must show: (1) defendant 

committed an unfair or deceptive act or practice, (2) the action in question was in or 

affecting commerce, and (3) the act proximately caused injury to the plaintiff.” 

Dalton, 353 N.C. at 656, 548 S.E.2d at 711 (citing Spartan Leasing Inc. v. Pollard, 

101 N.C. App. 450, 461, 400 S.E.2d 476, 482 (1991)). “The determination of whether 

an act or practice is an unfair or deceptive practice that violates N.C.G.S. § 75-1.1 is 

a question of law for the court.” Gray v. N.C. Ins. Underwriting Ass'n, 352 N.C. 61, 

68, 529 S.E.2d 676, 681 (2000) (citing Ellis v. N. Star Co., 326 N.C. 219, 226, 388 

S.E.2d 127, 131 (1990)).
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Here the unfair or deceptive acts alleged in the amended complaint were that 

the Metropolitan defendants had “maliciously, deliberately, secretly, wantonly, 

recklessly, and unlawfully solicit[ed] and subsequently hir[ed] Plaintiffs’ employees, 

Bogosavac and Divljak, and misappropriat[ed] Plaintiffs’ trade secrets for their own 

benefit.” Plaintiffs made no further allegations of specific unfair or deceptive acts. 

Because we determined that plaintiffs failed to state a valid claim for tortious 

interference with contract or misappropriation of trade secrets, we necessarily must 

conclude that plaintiffs also failed to adequately allege that the Metropolitan 

defendants “committed an unfair or deceptive act or practice.” Dalton, 353 N.C. at 

656, 548 S.E.2d at 711. Consequently, plaintiffs have not stated a valid claim for 

UDP.

We turn next to plaintiffs’ claims for civil conspiracy against all defendants. 

The Business Court dismissed the claim against the dancer defendants on the 

grounds that a civil conspiracy claim must be based on an underlying claim and the 

underlying claim for fraudulent misrepresentation—the only applicable, surviving 

claim—was based on allegations of fraud completely unrelated to the alleged,

conspiratorial agreement between the dancer defendants and Metropolitan

defendants. The Business Court then dismissed the civil conspiracy claim against 

the Metropolitan defendants on the grounds that all underlying tort claims against 

the Metropolitan defendants also had been dismissed. On appeal, plaintiffs argue 

that they pleaded a valid claim for civil conspiracy because that claim rested on 
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plaintiffs’ legitimate claims against all defendants based on the underlying tort of 

misappropriation of trade secrets. We disagree.

“A civil action for conspiracy is an action for damages resulting from acts 

committed by one or more of the conspirators pursuant to the formed conspiracy, 

rather than the conspiracy itself.” Burton v. Dixon, 259 N.C. 473, 476, 131 S.E.2d 27, 

30 (1963). “To create civil liability for conspiracy there must have been a wrongful 

act resulting in injury to another committed by one or more of the conspirators 

pursuant to the common scheme and in furtherance of the objective.” Ridgeway 

Brands, 362 N.C. at 444, 666 S.E.2d at 115 (quoting Henry v. Deen, 310 N.C. 75, 87,

310 S.E.2d 326, 334 (1984)). This is because a “conspiracy charged does no more than 

associate the defendants together and perhaps liberalize the rules of evidence to the 

extent that under the proper circumstances the acts of one may be admissible against 

all.” Henry, 310 N.C. at 87, 310 S.E.2d at 334 (first citing Shope v. Boyer, 268 N.C. 

401, 150 S.E.2d 771 (1966); then citing Muse v. Morrison, 234 N.C. 195, 66 S.E.2d 783

(1951)). Therefore, we have determined that a complaint sufficiently states a claim 

for civil conspiracy when it alleges “(1) a conspiracy, (2) wrongful acts done by certain 

of the alleged conspirators in furtherance of that conspiracy, and (3) injury as a result 

of that conspiracy.” Ridgeway Brands, 362 N.C. at 444, 666 S.E.2d at 115 (citing 

Muse, 234 N.C. at 198, 66 S.E.2d at 785). 
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Two examples from our case law are instructive. We have held that a plaintiff 

“fail[ed] to allege any overt, tortious, or unlawful act which any defendant committed 

in furtherance of the conspiracy” when the defendants’ attempt to bankrupt the

plaintiff by “subscribing to stock” from a third-party supplier did not breach their 

agreement to “from time to time [ ] purchase some of [their] requirements of such 

parts and other articles as are warehoused and sold by [plaintiff].” Shope, 268 N.C. 

at 404-05, 150 S.E.2d at 773. In contrast, we also have held that a plaintiff 

sufficiently pleaded a cause of action for civil conspiracy when the plaintiff specifically 

alleged that the parties to the conspiracy concealed and falsified medical records—

acts that “would amount to the common law offense of obstructing public justice.” 

Henry, 310 N.C. at 87, 310 S.E.2d at 334 (citation omitted). 

Plaintiffs here alleged in their amended complaint that the Metropolitan 

defendants reached an agreement with the dancer defendants according to which the 

latter “would unlawfully leave Plaintiffs’ dance studio to come work for Defendants 

Metropolitan and Manlys, unlawfully solicit Plaintiffs’ customers, and unlawfully 

disclose Plaintiffs’ trade secrets to Metropolitan and Manlys in order to cripple or 

eliminate Plaintiffs as a competitor in the dance industry.” Plaintiffs asserted that, 

as a result of the conspiracy, “Plaintiffs’ business and reputation were significantly 

damaged.”
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Regarding the allegations that the dancer defendants unlawfully left plaintiffs

to work for the Metropolitan defendants and that all defendants unlawfully solicited 

plaintiffs’ customers, plaintiffs’ amended complaint must fail because it lacks 

sufficient detail. It is unclear from the face of the amended complaint which laws 

were allegedly violated and how defendants violated them. To the extent these 

allegations of unlawfulness may be read to invoke plaintiffs’ claim for tortious 

interference with contract as to the dancer defendants’ alleged exclusive employment 

agreement and plaintiffs’ claim for misappropriation of trade secrets as to the 

customer lists, we already have determined that plaintiffs failed to plead either of 

those claims sufficiently. The only remaining allegation of a wrongful act in 

furtherance of the conspiracy is that the dancer defendants unlawfully disclosed 

plaintiffs’ trade secrets to the Metropolitan defendants. As we have already 

determined that plaintiffs failed to allege a viable claim for misappropriation of trade 

secrets, we now conclude that plaintiffs did not plead any wrongful acts that were 

done in furtherance of the alleged conspiracy. Accordingly, the claims for civil 

conspiracy against all defendants necessarily fail.

Next, we consider plaintiffs’ claim for unjust enrichment against the 

Metropolitan defendants. The Business Court dismissed plaintiffs’ unjust 

enrichment claim against the Metropolitan defendants on two grounds. First, the 

Business Court determined that plaintiffs could not seek a remedy in equity through 

their unjust enrichment claim while seeking the exact same damages at law through 
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their breach of contract claim against the dancer defendants—a claim that survived 

defendants’ motions to dismiss. Second, the Business Court determined that 

plaintiffs failed to plead that the Metropolitan defendants took any action to solicit 

or induce plaintiffs to incur the expenses alleged, which the Business Court found to 

be a necessary element of an unjust enrichment claim. On appeal, plaintiffs argue 

that they adequately stated a claim for unjust enrichment by alleging that the 

Metropolitan defendants accepted the benefit of employing the dancers without 

obtaining new visas and that plaintiffs did not procure the visas gratuitously. We 

disagree with plaintiffs’ argument, and although we agree with the conclusion the 

Business Court reached, we base our decision on different grounds.

“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.” 

Atl. Coast Line R.R. Co. v. State Highway Comm’n, 268 N.C. 92, 95-96, 150 S.E.2d 70, 

73, (1966) (first citing Beacon Homes, Inc. v. Holt, 266 N.C. 467, 146 S.E.2d 434

(1966); then citing Dean v. Mattox, 250 N.C. 246, 108 S.E.2d 541 (1959)). 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.” Booe v. Shadrick, 322 N.C. 567, 570, 369 S.E.2d 

554, 556 (1988). “The claim is not based on a promise but is imposed by law to prevent 

an unjust enrichment.” Id. at 570, 369 S.E.2d at 556. “In order to establish a claim 

for unjust enrichment, a party must have conferred a benefit on the other party,” and 
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Opinion of the Court

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“[t]he benefit must not be gratuitous and it must be measurable.” Id. at 570, 369 

S.E.2d at 556 (citing Britt v. Britt, 320 N.C. 573, 359 S.E.2d 467 (1987)).

Plaintiffs stated in their amended complaint that “Defendants Metropolitan 

and Manlys have [ ] received the benefit of Plaintiffs’ procurement of the O1-B work 

visas for Defendants Bogosavac and Divljak, because they were able to employ

Defendants Bogosavac and Divljak, though unlawfully, without paying for their O1-B 

work visas.” This allegation is contradicted by the Form I-797A and Form I-797B 

from the United States Citizenship and Immigration Services, which plaintiffs 

attached to their amended complaint. Both forms indicate that petition approval for 

a nonimmigrant worker visa applies only to the employment outlined in the petition 

and that any change in a nonimmigrant worker’s employment requires the filing of a 

new I-129 visa petition. Accordingly, if the Metropolitan defendants employed the 

dancer defendants without filing new petitions, no benefit was conferred on the

Metropolitan defendants by plaintiffs because their petitions did not authorize the 

dancers’ employment with the Metropolitan defendants. As a conferred benefit is a 

necessary element of a claim for unjust enrichment, plaintiffs’ “complaint discloses 

some fact that necessarily defeats the plaintiff[s’] claim.” Wood, 355 N.C. at 166, 558 

S.E.2d at 494 (citing Oates, 314 N.C. at 278, 333 S.E.2d at 224).

Finally, plaintiffs argue on appeal that the Manlys can be held liable in their 

individual capacities for the tort claims brought against Metropolitan Ballroom as a 
KRAWIEC V. MANLY

Opinion of the Court

-22-

corporate entity. In the order and opinion below, the Business Court dismissed all 

claims against the Manlys that were based on the theory of piercing the corporate 

veil. Citing to our decision in Green v. Freeman, the Business Court correctly 

observed that “[t]he doctrine of piercing the corporate veil is not a theory of liability,” 

367 N.C. 136, 146, 749 S.E.2d 262, 271 (2013), and consequently that the theory is 

rendered inapposite when, as here, all underlying claims have been or should be 

dismissed. Indeed, in the absence of an underlying claim, “evidence of domination 

and control is insufficient to establish liability.” Id. at 146, 749 S.E.2d at 271. 

Because plaintiffs have failed to state a valid, underlying claim for relief against the 

Metropolitan defendants, we agree with the Business Court that it is immaterial

whether Metropolitan Ballroom or the Manlys, in their individual capacities, would 

be liable for those claims.

Pursuant to Rule 12(b)(6), we dismiss a complaint or any claim therein when 

the plaintiff “fail[s] to state a claim upon which relief can be granted.” Arnesen, 368 

N.C. at 448, 781 S.E.2d at 7 (alteration in original) (quoting N.C.G.S. § 1A-1, Rule 

12(b)(6)). For the reasons stated above, we hold that plaintiffs failed to state valid 

claims for tortious interference with contract, unfair and deceptive practices, and 

unjust enrichment against the Metropolitan defendants. We also hold that plaintiffs 

failed to state valid claims for misappropriation of trade secrets and civil conspiracy 

against all defendants. Accordingly, we affirm, as modified herein, the portions of 
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Opinion of the Court

-23-

the Business Court’s order and opinion dismissing those claims and remand this case 

to that court for further proceedings consistent with this Court’s opinion.

MODIFIED AND AFFIRMED; REMANDED.

Justice BEASLEY dissenting.

I dissent from the majority opinion to specifically highlight the problematic 

and muddled standards for North Carolina plaintiffs seeking to properly plead a 

claim for misappropriation of trade secrets. In this case this Court considered 

whether plaintiffs’ description of their trade secrets as “original ideas and concepts 

for dance productions, marketing strategies and tactics, as well as student, client and 

customer lists and their contact information” was sufficient to put defendants on 

notice of trade secrets allegedly misappropriated. I believe that a complaint alleging 

the above is sufficient under our liberal pleading standards to put defendants on 

notice of the transactions and occurrences at issue. 

The majority’s reasoning and reliance on various authority conflate the North 

Carolina standards for Rule 12(b)(6) motions to dismiss, motions for preliminary 

injunction, and motions for summary judgment as well as other jurisdictions’ 

standards regarding discovery. Notably, the majority relies on cases that are in 
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Beasley, J., dissenting

-24-

various procedural postures, and in doing so, the majority validates a heightened 

pleading standard for a claim in which public disclosure of confidential information 

is a real concern for plaintiffs. Further, the majority’s erroneous affirmation of the 

trial court’s dismissal of this single claim is also the basis for the majority’s 

affirmation of the trial court’s dismissal of plaintiffs’ unfair and deceptive trade 

practices and civil conspiracy claims against Metropolitan Ballroom and the Manlys 

in their individual capacities.1 Therefore, I respectfully dissent. 

The sufficiency of a claim for misappropriation of trade secrets is a matter of 

first impression for this Court. Generally, the North Carolina pleading standards 

require a “short and plain statement of the claim sufficiently particular to give the 

court and the parties notice of the transactions, occurrences, or series of transactions 

or occurrences, intended to be proved showing that the pleader is entitled to relief.” 

N.C.G.S. § 1A-1, Rule 8(a)(1) (2017) (emphases added). This is not a difficult standard 

for plaintiffs to meet: “The complaint is construed liberally,” U.S. Bank Nat’l Ass’n 

v. Pinkney, 369 N.C. 723, 726, 800 S.E.2d 412, 415 (2017), “view[ing] the allegations 

as true and . . . in the light most favorable to the non-moving party,” id. at 726, 800 

S.E.2d at 415 (alterations in original) (quoting Kirby v. NC DOT, 368 N.C. 847, 852, 

786 S.E.2d 919, 923 (2016)), and the claim is not dismissed “unless it appears beyond 

doubt that [the] plaintiff could prove no set of facts in support of his claim which

 

1 Even if the misappropriation of trade secrets claim was sufficiently pleaded, I 

express no opinion regarding the sufficiency of the pleadings for these additional claims.
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Beasley, J., dissenting

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would entitle him to relief,” Holloman v. Harrelson, 149 N.C. App. 861, 864, 561 

S.E.2d 351, 353 (2002) (alteration in original) (quoting Dixon v. Stuart, 85 N.C. App. 

338, 340, 354 S.E.2d 757, 758 (1987)), disc. rev. denied, 355 N.C. 748, 565 S.E.2d 665 

(2002). Rule 12(b)(6) “generally precludes dismissal except in those instances where 

the face of the complaint discloses some insurmountable bar to recovery,” Sutton v. 

Duke, 277 N.C. 94, 102, 176 S.E.2d 161, 166 (1970) (quoting Am. Dairy Queen Corp. 

v. Augustyn, 278 F. Supp. 717, 721 (N.D. Ill. 1967)), such as “(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,” Wood v. Guilford 

County, 355 N.C. 161, 166, 558 S.E.2d 490, 494 (2002) (citation omitted). 

 To sufficiently plead a prima facie claim for misappropriation of trade secrets, 

a plaintiff must allege defendant (1) “[k]nows or should have known of the trade 

secret,” and (2) “[h]as had a specific opportunity to acquire it for disclosure or use or 

has acquired, disclosed, or used it without the express or implied consent or authority 

of the owner.” N.C.G.S. § 66-155 (2017). There is no statutory heightened pleading 

standard for misappropriation of trade secrets, see id. § 1A-1, Rule 9 (2017), and 

additional guidance from the Court of Appeals on pleading this particular claim rests 

on cases evaluating the issue from an entirely different procedural posture than a 

motion to dismiss. In Washburn v. Yadkin Valley Bank & Trust, our Court of Appeals 

quoted language from VisionAIR, Inc. v. James to establish a pleading standard now 
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Beasley, J., dissenting

-26-

propounded by the majority of this Court: “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,” ” Washburn, 190 N.C. App. 315, 326, 660 S.E.2d 577, 

585 (2008) (quoting VisionAIR, 167 N.C. App. 504, 510, 606 S.E.2d 359, 364 (2004)), 

disc. rev. denied, 363 N.C. 139, 674 S.E.2d 422 (2009), and “a complaint that makes 

general allegations in sweeping and conclusory statements, without specifically 

identifying the trade secrets allegedly misappropriated, is ‘insufficient to state a 

claim for misappropriation of trade secrets,’ ” id. at 327, 660 S.E.2d at 585-86 (quoting 

VisionAIR, 167 N.C. App. at 511, 606 S.E.2d at 364). There are two problems with 

relying on this language from Washburn to establish a pleading standard: (1) this 

language from VisionAIR is dicta because VisionAIR evaluated the merits of the 

misappropriation of trade secrets claim for the purposes of issuing a preliminary 

injunction, see VisionAIR, 167 N.C. App. at 510-11, 606 S.E.2d at 364, and (2) this 

language from VisionAIR quotes another preliminary injunction case for this 

proposition, see id. at 511, 606 S.E.2d at 364 (citing Analog Devices, Inc. v. Michalksi, 

157 N.C. App. 462, 468-70, 579 S.E.2d 449, 453-54 (2003)). 

It is important to note that 

[t]he standards under Rule 12(b)(6) are dramatically 

different than those for issuance of a preliminary 

injunction. While a motion for a preliminary injunction 

requires a showing of a likelihood of success on the merits, 

requiring more than conclusory allegations, it is well 

established that “[w]ith the adoption of ‘notice pleading,’ 

mere vagueness or lack of detail is no longer ground for 
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Beasley, J., dissenting

-27-

allowing a motion to dismiss.” 

Barbarino v. Cappuccine, Inc., 219 N.C. App. 400, 722 S.E.2d 211, 2012 WL 698373, 

at *4 (unpublished) (second alteration in original) (quoting Gatlin v. Bray, 81 N.C. 

App. 639, 644, 344 S.E.2d 814, 817 (1986)), aff’d per curiam, 366 N.C. 330, 734 S.E.2d 

570 (2012). Yet much of the majority’s reasoning on this issue conflates not only these 

two standards, but its reasoning also conflates cases evaluating motions for summary 

judgment with the issue at hand. See VisionAIR, 167 N.C. App. at 510-11, 606 S.E.2d 

at 364 (evaluating whether a plaintiff was likely to succeed on the merits of its 

misappropriation of trade secrets claim in an appeal from an order denying a 

preliminary injunction); see also Asheboro Paper & Packaging, Inc. v. Dickinson, 599 

F. Supp. 2d 664, 676-78 (M.D.N.C. 2009) (preliminary injunction); UBS PaineWebber, 

Inc. v. Aiken, 197 F. Supp. 2d 436, 446-48 (W.D.N.C. 2002) (preliminary injunction); 

Washburn, 190 N.C. App. at 325-27, 660 S.E.2d at 585-86 (applying standard from 

VisionAIR to a Rule 12(b)(6) motion to dismiss); Analog Devices, 157 N.C. App. at

468-70, 472, 579 S.E.2d at 453-54, 455 (preliminary injunction); Combs & Assocs., v. 

Kennedy, 147 N.C. App. 362, 370-71, 555 S.E.2d 634, 640 (2001) (summary judgment); 

NovaCare Orthotics & Prosthetics E., Inc. v. Speelman, 137 N.C. App. 471, 477-78, 

528 S.E.2d 918, 922 (2000) (preliminary injunction).. Beyond announcing a 

heightened pleading requirement, the majority now requires evidence at the pleading 

stage showing the plaintiff took steps to keeps its trade secrets confidential. That 

has never been the law in North Carolina; the only cases requiring a plaintiff to 
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Beasley, J., dissenting

-28-

affirmatively prove efforts to maintain the secrecy of a trade secret were decided at 

the preliminary injunction or summary judgment stage.

Succeeding on motions for both summary judgment and preliminary injunction 

require proof on the merits of the claim, while our pleading standards merely require 

a plaintiff to allege a “short and plain statement of the claim” giving the trial court 

and the defendant notice of the transactions or occurrences the plaintiff intends to 

prove. Compare N.C.G.S. § 1A-1, Rule 8(a)(1) with id. § 1A-1, Rule 56(c) (2017) 

(stating summary judgment “shall be rendered if the pleadings, depositions, answers 

to interrogatories, and admissions on file, together with the affidavits, if any, show 

that there is no genuine issue as to any material fact and that any party is entitled 

to judgment as a matter of law”), and Ridge Cmty. Inv’rs, Inc. v. Berry, 293 N.C. 688, 

701, 239 S.E.2d 566, 574 (1977) (explaining a preliminary injunction will issue only 

upon the movant’s showing a “likelihood of success on the merits of his case”). 

By definition, trade secrets are 

business or technical information, including but not limited 

to a formula, pattern, program, device, compilation of 

information, method, technique, or process that . . .

[d]erives 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 . . . [i]s the subject of efforts that 

are reasonable under the circumstances to maintain its 

secrecy. 
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Beasley, J., dissenting

-29-

N.C.G.S. § 66-152(3) (2017). Our Court of Appeals has held that “customer lists and 

their contact information” constitute trade secrets under the definition established in 

subsection 66-152(3). Sunbelt Rentals, Inc. v. Head & Engquist Equip., L.L.C., 174 

N.C. App. 49, 55, 620 S.E.2d 222, 227 (2005) (stating that “customer information, 

preferred customer pricing, employees’ salaries, equipment rates, fleet mix 

information, budget information and structure of the business” constitute trade 

secrets under the Trade Secrets Protection Act), petition for disc. rev. dismissed, 360 

N.C. 296, 629 S.E.2d 289 (2006); Area Landscaping, L.L.C. v. Glaxo-Wellcome, Inc., 

160 N.C. App. 520, 525, 586 S.E.2d 507, 511 (2003) (noting that “information 

regarding customer lists, pricing formulas and bidding formulas can qualify as” a 

trade secret); State ex rel. Utils. Comm’n v. MCI Telecomms. Corp., 132 N.C. App. 625, 

634, 514 S.E.2d 276, 282 (1999) (concluding that a “compilation of information” 

involving customer data and business operations which has “actual or potential 

commercial value from not being generally known” is sufficient to constitute a trade 

secret); Drouillard v. Keister Williams Newspaper Servs., 108 N.C. App. 169, 174, 423 

S.E.2d 324, 327 (1992) (concluding customer lists and pricing and bidding formulas 

can constitute trade secrets), disc. rev. denied and cert. dismissed, 333 N.C. 344, 427 

S.E.2d 617 (1993). Because these decisions have recognized that customer lists can 

constitute trade secrets, it is unreasonable to conclude that a plaintiff cannot rely on 

these holdings to plead its claims. Nonetheless, the majority again conflates the 

summary judgment standard, see Combs & Assocs., Inc., 147 N.C. App. at 368-71, 555 
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Beasley, J., dissenting

-30-

S.E.2d at 639-40, and the preliminary injunction standard, see NovaCare Orthotics, 

137 N.C. App. at 477-78, 528 S.E.2d at 922, with the Rule 12(b)(6) motion to dismiss 

standard by requiring plaintiffs to “come forward with . . . evidence to show that [they] 

took . . . special precautions to ensure the confidentiality of [their] customer 

information.”

Further, the Court of Appeals, North Carolina business bourts, and federal 

courts exercising diversity jurisdiction applying North Carolina law have also treated

“marketing” strategies as trade secrets. See Med. Staffing Network, Inc. v. Ridgway, 

194 N.C. App. 649, 658-59, 670 S.E.2d 321, 328-29 (2009); Bldg. Ctr., Inc. v. Carter 

Lumber, Inc., No. 16 CVS 4186, 2016 WL 6142993, at *4 (N.C. Super. Ct. 

Mecklenburg County (Bus. Ct.) Oct. 21, 2016) (unpublished); see also Olympus 

Managed Health Care, Inc. v. Am. Housecall Physicians, Inc., 853 F. Supp. 2d 559, 

572 (W.D.N.C. 2012); Merck & Co. v. Lyon, 941 F. Supp. 1443, 1456-57 (M.D.N.C. 

1996). The majority’s dismissal of this part of the allegation without additional 

consideration of these cases is error. 

Though there is no support in North Carolina for the premise that “original 

ideas and concepts for dance productions” constitute trade secrets, there is no 

authority that they are decidedly not, and similar information has been valued and 

protected when former employees accept similar employment from competitors. See 

Amdar, Inc. v. Satterwhite, 37 N.C. App. 410, 413, 416, 246 S.E.2d 165, 166, 168, disc. 

rev. denied, 295 N.C. 645, 248 S.E.2d 249 (1978) (affirming trial court’s award of 
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Beasley, J., dissenting

-31-

preliminary injunctive relief prohibiting defendant-dance instructor from accepting 

employment in any capacity in any dance studio or school, giving instruction on 

dancing in any form whatsoever, and from competing with the business of the 

plaintiff in any other way, which included prohibiting the defendant from using or 

disclosing the plaintiff’s trade secrets which included teaching techniques and sales 

methods). A forecast of the merits of a case like this reveals that performers and 

businessmen in the variety arts are not likely to receive protection under the Trade

Secrets Protection Act because once performed, the productions can be re-created 

through reverse engineering and are observable by the public. See N.C.G.S. § 66-155; 

see also Sara J. Crasson, The Limited Protections of Intellectual Property Law for the 

Variety Arts: Protecting Zacchini, Houdini, and Cirque du Soleil, 19 Vill. Sports & 

Ent. L.J. 73, 77, 111-12 (2012). But in liberally construing the complaint in this case, 

there is no indication that these productions had actually been performed. The 

majority is correct that “[t]here is no presumption that a thing is a secret,” Arthur 

Murray Dance Studios of Cleveland, Inc. v. Witter, 105 N.E.2d 685, 709 (Ohio Ct. 

Com. Pl. 1952); however, there is also no presumption that any particular idea has 

been disclosed.

In Washburn, a case cited by the majority that actually evaluated a complaint 

under a Rule 12(b)(6) standard (though a heightened standard as per its reliance on 

VisionAIR), the complaint’s description of trade secrets that led the court to conclude 

that the claim was not pleaded with sufficient particularity consisted of “confidential 
KRAWIEC V. MANLY

Beasley, J., dissenting

-32-

client information” and “confidential business information.” Washburn, 190 N.C. 

App. at 327, 660 S.E.2d at 586. These are examples of “sweeping and conclusory” 

statements that the court intended to fail under Rule 12(b)(6). In contrast, the 

allegations here provided more specific details regarding both client and business 

information to more particularly describe the trade secrets as “original ideas and 

concepts for dance productions, marketing strategies and tactics, as well as student, 

client and customer lists and their contact information.” Because this description is 

sufficient to put defendants on notice of the transactions and occurrences at issue, I 

cannot join the majority. 

With this case this Court had an opportunity to correct the faulty logic that for 

over a decade has resulted in the substitution of a preliminary injunction standard 

for our general pleading standard governing this particular claim. Instead, the 

majority has validated a heightened pleading standard for a misappropriation of 

trade secrets claim with no discussion as to why it believes it is necessary to do so. “ 

‘[T]he term trade secret is one of the most elusive and difficult concepts in the law to 

define’ and the “question of whether an item taken . . . constitutes a trade secret is of 

the type normally resolved by a fact finder after a full presentation of evidence from 

each side.’ ” Eric D. Welsh, Betwixt and Between: Finding Specificity in Trade Secret 

Misappropriation Cases (Am. Bar Ass’n, Aug. 20, 2015), 

http://apps.americanbar.org/litigation/committees/businesstorts/articles/

summer2015-0815-specificity-trade-secret-misappropriation-cases.html [hereinafter 
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Beasley, J., dissenting

-33-

Betwixt and Between] (ellipses in original) (quoting Furmanite Am., Inc. v. T.D. 

Williamson, Inc., 506 F. Supp. 2d 1134, 1141 (M.D. Fla. 2007) (internal quotation 

marks omitted). Because I believe we should not reject plaintiffs’ misappropriation of 

trade secrets claim at this early stage in the proceeding given our notice pleading 

standard,2 I respectfully dissent. 

 

2 An alternative to requiring a heightened pleading standard to protect defendants 

from unwarranted discovery, while also allowing plaintiffs to proceed with their claim at this 

early stage, may be to require plaintiffs to identify the trade secret with more specificity prior

to discovery. Instead of using Rule 12(b)(6), defendants could challenge the claim “either 

through a re-sequencing of discovery or a motion for a more definite statement coupled with 

a stay of discovery.” Betwixt and Between.