White v. Burton Farm Dev. Co.
| Decision Date | 17 September 2013 |
| Docket Number | No. COA12–1407.,COA12–1407. |
| Citation | 750 S.E.2d 920 |
| Parties | Jonathan WHITE, Jeffrey White and Barbara White, Plaintiffs v. BURTON FARM DEVELOPMENT COMPANY LLC and Boddie–Noell Enterprises, Inc. d/b/a Kitty Hawk Land Company, Defendants. John Dettra and wife, Frances Dettra, Plaintiffs v. Burton Farm Development Company LLC and Boddie–Noell Enterprises, Inc. d/b/a Kitty Hawk Land Company, Defendants. James LeFevre, Rosalinda LeFevre, individually and as Trustees of their Respective Living Trust, Alex LeFevre, Diego Dayan, Patrick Dayan, and Inner Banks Partnership, LLC, Plaintiffs v. Burton Farm Development Company LLC and Boddie–Noell Enterprises, Inc. d/b/a Kitty Hawk Land Company, Defendants. |
| Court | North Carolina Court of Appeals |
OPINION TEXT STARTS HERE
Appeal by plaintiffs from orders entered 12 March 2012 and 17 May 2012 by Judge Benjamin G. Alford in Pamlico County Superior Court. Heard in the Court of Appeals 4 June 2013.
Gregory E. Wills, P.C., for Plaintiff-appellants.
Poyner Spruill LLP, by J. Nicholas Ellis, for Defendant-appellees.
Plaintiffs Jonathan White, Jeffrey White, and Barbara White; John and Frances Dettra; and James and Rosalinda LeFevre, both individually and as trustees of their respective living trusts, Alex LeFevre, Diego Dayan, Patrick Dayan, and Inner Banks Partnership, LLC., appeal from orders dismissing their claims against Defendants Burton Farm Development Company LLC and Boddie–Noell Enterprises, Inc., d/b/a Kitty Hawk Land Company, pursuant to N.C. Gen.Stat. § 1A–1, Rule 12(b)(6) and from orders denying their motions to reconsider the dismissal of their claims. On appeal, Plaintiffs argue that the trial court erred by dismissing all of their claims against Boddie–Noell and by dismissing all their claims against Burton Farm, except their breach of implied contract claim, on the grounds that their complaints adequately asserted a direct claim against Boddie–Noell for breach of implied contract, claims against both Defendants for fraudulent concealment of a material fact and unfair or deceptive trade practices, and a claim for piercing Burton Farm's corporate veil. In addition, Plaintiffs argue that the trial court erred by denying their reconsideration motions. After careful consideration of Plaintiffs' challenges to the trial court's orders in light of the record and the applicable law, we conclude that the trial court's orders should be affirmed.1
Mancuso, –––N.C. App at ––––, ––– S.E.2d at ––––. Mancuso at ––––, ––– S.E.2d at ––––.
In October 2006, Defendants began selling lots in Arlington Place. Plaintiff Jonathan White is the son of Plaintiff Barbara White and a friend of Plaintiff Jeffrey White. On 3 October 2006, Jonathan White signed Purchase Agreements, with the “express approval” of the other White Plaintiffs, contracting to purchase three lots in Arlington Place. Neil White, the now-deceased husband of Barbara White, was substituted as a buyer of one of these lots at closing, while Jeffrey White was added as a co-buyer for the other two lots. Plaintiffs James and Rosalinda LeFevre, individually and as trustees of the James and Rosalinda LeFevre living trusts; their son, Alex LeFevre; brothers Patrick and Diego Dayan; and a limited liability company known as Inner Banks Partnership, LLC, that had been formed by Alex LeFevre and the Dayan brothers for the purpose of investing in Arlington Place, also obtained interests in lots in Arlington Place. On 5 October 2006, Alex LeFevre and Diego Dayan executed Purchase Agreements with the “express approval” of the other LeFevrerelated Plaintiffs in which they contracted to purchase three lots in Arlington Place. Finally, Plaintiffs John and Frances Dettra, a married couple, signed a Purchase Agreement to buy a lot in Arlington Place on 22 September 2007.
Complaints were filed by the White Plaintiffs on 30 September 2011, by the Dettra Plaintiffs on 5 October 2011, and by the LeFevre-related Plaintiffs on 23 January 2012 in which each group of plaintiffs sought to recover damages for breach of implied contract, fraudulent concealment of a material fact, unfair or deceptive trade practices, and the piercing of Burton Farm's corporate veil in order to permit a finding of liability against Boddie–Noell. In each complaint, Plaintiffs alleged that marketing materials disseminated in connection with sales efforts at Arlington Place and oral statements made by Defendants' agents indicated that the construction of a marina would be a central feature of the Arlington Place development. In addition, Plaintiffs alleged that, for several years after the dates upon which they purchased their lots in Arlington Place, Defendants continued to indicate that they planned to construct a marina during the course of the development process. After learning in May 2011 that the Mancuso plaintiffs had filed a civil action against Defendants for the purpose of seeking “to compel construction of a marina in Arlington Place,” Plaintiffs incorporated the Mancuso “court file” into their respective complaints.
On 11 November 2011 and 8 February 2012, Defendants moved to dismiss Plaintiffs' complaints pursuant to N.C. Gen.Stat. § 1A1, Rule 12(b)(6). On 14 February 2012, Plaintiffs filed a motion seeking the entry of an order consolidating all the cases arising from or relating to Defendants' failure to construct a marina at Arlington Place, including Mancuso. On 20 February 2012, the trial court held a hearing for the purpose of addressing all pending motions, including Defendants' dismissal motions and Plaintiffs' consolidation motion. On 12 March 2012, the trial court entered orders dismissing with prejudice Plaintiffs' claims against Defendant Boddie–Noell and all of the claims that Plaintiffs had asserted against Burton Farm, with the exception of their claims for breach of implied contract.
On 19 March 2012, Plaintiffs filed motions seeking, among other things, the entry of an order making the dismissal of their claims without, rather than with, prejudice pursuant to N.C. Gen.Stat. § 1A–1, Rule 60, or certifying the dismissal of their claims for immediate appellate review pursuant to N.C. Gen.Stat. § 1A–1, Rule 54(b). On 11 April 2012, Plaintiffs noted an appeal to this Court from the trial court's dismissal order. After conducting a hearing for the purpose of addressing the issues raised by Plaintiffs' motions on 30 April 2012, the trial court entered an order denying Plaintiffs' requests that the dismissal of their claims be without prejudice, that their appeals from the trial court's dismissal order be certified for immediate review, and that all of the cases relating to Defendants' failure to construct a marina at Arlington Place be consolidated. Plaintiffs noted an appeal to this Court from the denial of their motions pursuant to N.C. Gen.Stat. § 1A–1, Rule 60. On 14 August 2012, Plaintiffs voluntarily dismissed their breach of implied contract claim against Burton Farm without prejudice.
Bridges v. Parrish, 366N.C. 539, ––––, 742 S.E.2d 794, 796 (2013) (quoting Coley v. State, 360 N.C. 493, 494–95, 631 S.E.2d 121, 123 (2006). “This Court treats factual allegations in a complaint as true when reviewing a dismissal under [N.C. Gen.Stat. § 1A–1,]Rule 12(b)(6).” Fussell v. N.C. Farm Bureau Mut. Ins. Co., 364 N.C. 222, 225, 695 S.E.2d 437, 440 (2010) (citing Stein v. Asheville City Bd. of Educ., 360 N.C. 321, 325, 626 S.E .2d 263, 266 (2006). “Legal conclusions, however, are not entitled to a presumption of truth.” Miller v. Rose, 138 N.C.App. 582, 592, 532 S.E.2d 228, 235 (2000). Id. (quoting Burgess v. Your House of Raleigh, Inc., 326 N.C. 205, 209, 388 S.E.2d 134, 136 (1990)).
In their first challenge to the trial court's orders, Plaintiffs argue that the trial court erroneously dismissed their “main claim” against Boddie–Noell, in which they asserted that Defendants breached an “implied contract” under which Defendants were obligated to construct the proposed marina. In support of this contention, Plaintiffs argue that they sufficiently stated a direct claim against Boddie–Noell for breach of implied contract; that...
To continue reading
Request your trial
-
Inmar, Inc. v. Monica Murphy Vargas & MLW Squared, Inc.
...clauses "create a rebuttable presumption that the writing represents the final agreement between the parties." White v. Burton Farm Dev. Co. LLC, 750 S.E.2d 920 (N.C. App. 2013). However, there is an exception to this general rule which applies "when giving effect to the merger clause would......