REASON v. BARFIELD, 2023 NCBC 25

STATE OF NORTH CAROLINA
BLADEN COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
22 CVS 36
RAY REASON; JIMMY F. SILLS; and
CATHY F. SILLS,
Plaintiffs,
v.
GERALD BARFIELD and MARKET
CROSSING, LLC,
Defendants.
ORDER AND OPINION ON
DEFENDANTS’ MOTION FOR
JUDGMENT ON THE PLEADINGS
1. 	Ray Reason, along with his aunt and uncle, decided to go into business
with Gerald Barfield, a family friend who was a real estate developer. Although they
allegedly agreed to split the anticipated upside of their venture, their agreement was
never reduced to writing. 	Years later, following events that Reason and his family
members claim were inconsistent with the original plan, they bring this action
against Barfield alleging that that they are entitled to recover their share of the gain
that resulted from the business.
2. 	The case is before the Court on Defendants’ Motion for Judgment on the
Pleadings (“Motion”), (ECF No. 45), pursuant to Rule 12(c) of the North Carolina
Rules of Civil Procedure (the “Rule(s)”). 	For the following reasons, the Court
DENIES the Motion.
Vann Attorneys, PLLC, by J.D. Hensarling and Ian S. Richardson, for
Plaintiffs Ray Reason, Jimmy F. Sills, and Cathy F. Sills.
Reason v. Barfield, 2023 NCBC 25.

Ellis & Winters LLP, by Thomas H. Segars, Jeremy M. Falcone, and
Scottie Forbes Lee, for Defendants Gerald Barfield and Market Crossing,
LLC.
Earp, Judge.
I. 	FACTUAL BACKGROUND
3. 	When ruling on a motion pursuant to Rule 12(c), the Court does not
make findings of fact but rather recites the facts as alleged. Therefore, the following
fact summary is derived from allegations made in the pleadings.
4. 	Plaintiff 	Ray 	Reason 	(“Reason”) 	resides 	in 	Bladen 	County, 	North
Carolina. (Amended Complaint, ECF No. 33 [“Am. Compl.”] ¶ 1.) Prior to December
2018, Reason owned several parcels of real property in Bladen County, including 675
Airport Road (“Airport Road Property”), 1793 White Lake Drive (“White Lake Drive
Property”), and multiple parcels at 1834 White Lake Drive (“the Motel”) (collectively,
“Properties”). (Am. Compl. ¶ 8.)
5. 	Plaintiffs Jimmy and Cathy Sills, Reason’s aunt and uncle, are married
and reside in Orange County, Florida. (Am. Compl. ¶¶ 2–3.)
6. 	Defendant Barfield (“Barfield”) resides in Pitt County, North Carolina.
(Am. Compl. ¶ 4.) Barfield, a long-time friend of Reason’s father, is a knowledgeable
business owner and real estate developer, and he is the owner of several companies,
including real estate management companies. 	(Am. Compl. ¶¶ 13–14.) 	Reason
alleges that he believed he could trust Barfield and that Plaintiffs “placed a special
trust and confidence in Barfield related to the parties’ business dealings.” 	(Am.
Compl. ¶¶ 13, 17.)

7. 	Defendant 	Market 	Crossing, 	LLC 	(“Market 	Crossing”) 	is 	a 	North
Carolina limited liability company owned by Barfield. 	(Am. Compl. ¶¶ 5, 14.) 	To
Plaintiffs’ knowledge, Barfield was the sole member and manager of this LLC at the
time of the alleged events giving rise to the claims. (Am. Compl. ¶ 27.)
8. 	Reason’s Properties went into foreclosure in late 2018. 	The Properties
were scheduled to be auctioned on 13 December 2018. 	(Am. Compl. ¶¶ 9–10.)
Plaintiffs decided to bid on the Properties, agreed that they would share ownership
of any winning bids and properties purchased, and agreed that Jimmy Sills would act
on their behalf to submit the bids and deposit the required earnest money. 	(Am.
Compl. ¶ 11.) The auction was later postponed until 30 January 2019. (Am. Compl.
¶ 10.)
9. 	After the auction was postponed, Plaintiffs’ plans changed. On or about
14 December 2018, Plaintiffs, none of whom is a real estate professional, met with
Barfield to discuss the Properties. 	(Am. Compl. ¶¶ 10, 12.) 	Plaintiffs allege that
during their meeting, Plaintiffs and Barfield orally agreed “to create and operate a
business that would purchase, hold, operate, manage, and sell real property, and
specifically the Properties.” 	(Am. Compl. ¶ 18.) 	They decided to “be partners and
joint owners and have interest in the Properties through their ownership of or
membership in the joint venture.” (Am. Compl. ¶ 18.)
10. 	Plaintiffs further allege that the parties agreed that they would form a
North Carolina LLC, that each of them would be a member, and that ownership of
the LLC would be divided by three, with Reason owning one third, Barfield owning

one third, and the Sills together sharing the final third. 	They allegedly agreed to
“split any profits and share any proceeds” from the LLC based on their respective
membership interests. (Am. Compl. ¶ 18.)
11. 	Plaintiffs allege that their agreement with Barfield was to transfer
ownership of successful bids to the LLC, which would then use them to purchase the
Properties. 	Barfield allegedly agreed to “contribute the finances and resources” for
the purchases. (Am. Compl. ¶ 23.)
12. 	In addition, Plaintiffs allege that the parties agreed for the new LLC to
purchase and hold both the Airport Road and White Lake Drive properties for one
year before selling these two properties to Plaintiffs for the bid price plus an
additional five thousand dollars ($5,000) per property to be paid to Barfield. 	(Am.
Compl ¶ 21.)
13. 	As for the Motel, in furtherance of their agreement, Plaintiffs allege that
they engaged Ken Register of Global Realty, LLC (“Register”) to list it for sale.
Register provided an appraisal that Plaintiffs shared with Barfield. 	(Am. Compl.
¶ 19.) 	After 	receiving 	the 	appraisal, 	the 	parties 	discussed 	distributing 	the
anticipated sale proceeds by first paying off the debt incurred to purchase the Motel,
then paying Jimmy and Cathy Sills $250,000, paying Barfield the next $250,000, and
paying Reason any remaining proceeds. (Am. Compl. ¶ 20.)
14. 	Shortly after these discussions Plaintiffs engaged counsel to organize
the new LLC. (Am. Compl. ¶ 22.)

15. 	On 30 January 2019, Plaintiffs submitted the winning bids for both the
Airport Road and White Lake Drive properties. 	They deposited $5,000 in earnest
money for each piece of property. 	The money was drawn from the Sills’ joint bank
account. (Am. Compl. ¶ 25.)
16. 	Securing the winning bid for the Motel took more effort. 	Plaintiffs
submitted the first bid on 30 January 2019, and on 14 February 2019, they deposited
$27,562.50 in earnest money, again from the Sills’ joint bank account. (Am. Compl.
¶ 26.)
17. 	Around this time, Barfield proposed that the Properties be placed in his
existing company, Market Crossing, rather than in a new, yet-to-be-formed LLC, as
the parties had originally agreed. 	(Am. Compl. ¶ 27.) 	Plaintiffs allege that they
repeatedly expressed concern about the change in plan, but Barfield reassured them
that their agreement to split profits from the venture would not change. 	Plaintiffs
allege that they relied on Barfield’s assurances. (Am. Compl. ¶ 28.)
18. 	Also at about this time, and without first discussing the idea with
Plaintiffs, Barfield approached Aaron “Mack” Baker (“Baker”) about financing the
purchase of the Properties. 	(Am. Compl. ¶ 29.) 	Barfield, Plaintiffs, and Baker
subsequently had two meetings during which Baker allegedly indicated that he would
finance the venture on behalf of all the parties. (Am. Compl. ¶ 29.)
19. 	Between 16 February and 28 February 2019, Reason contacted Barfield
to express concern about the change in plans. 	Barfield urged Reason to trust him.
(Am. Compl. ¶ 32.)

20. 	Relying 	on 	Barfield’s 	assurances 	and 	representations, 	Plaintiffs
transferred the winning bids and earnest money for the Airport Road and White Lake
Drive properties to Market Crossing on 28 February 2019. 	In furtherance of the
parties’ agreement, Plaintiffs made additional bids on the Motel and deposited
another $9,373.89 in earnest money from the Sills’ joint bank account. (Am. Compl.
¶¶ 32, 35–36.)
21. 	On 21 April 2019, Plaintiffs submitted the winning bid for the Motel,
totaling $738,727.75. Believing what they had been told by Barfield and Baker, and
in furtherance of their agreement, Plaintiffs transferred the winning bid and earnest
money deposits for the Motel to Market Crossing. (Am. Compl. ¶¶ 37–38.)
22. 	In all, Plaintiffs deposited over $50,000 in earnest money for the
Properties, all drawn from the Sills’ joint bank account. Plaintiffs allege that the Sills
have been reimbursed only $25,000. (Am. Compl. ¶ 39.)
23. 	Barfield used all three winning bids to purchase the Properties in the
name of Market Crossing. (Am. Compl. ¶¶ 40–42.)
24. 	Just over a year later, in accordance with the parties’ agreement,
Barfield caused Market Crossing to sell the Airport Road and White Lake Drive
Properties to Jimmy and Cathy Sills, each for $5,000 more than its bid price. 	(Am.
Compl. ¶¶ 43–44.)
25. 	As for the Motel, however, Plaintiffs allege that things did not go as the
parties had agreed. 	They claim that any suggestion that Baker would finance the
purchase of the Motel for all of them was a ruse. Instead, Plaintiffs believe that Baker

and Barfield privately agreed that Baker would finance the deal for Barfield alone,
to the exclusion of Plaintiffs. (Am. Compl. ¶¶ 31, 46.)
26. 	Instead of putting the Motel up for sale as they had allegedly agreed, for
a time Barfield and Reason worked together to operate it. Barfield was responsible
for keeping track of guest deposits and payments, and Reason was responsible for the
upkeep. (Am. Compl. ¶ 48.)
27. 	But Plaintiffs complain that Barfield ultimately took control of the Motel
and refused to list it for sale with Register. 	Instead, Plaintiffs allege, Barfield
covertly engaged in private conversations with third parties about selling the Motel,
and he ultimately sold the property to Hospitality Resort Management, LLC on 17
June 2021 for $1,024,000 without involving Plaintiffs. (Am. Compl. ¶¶ 45, 54–56.)
28. 	Plaintiffs complain that Barfield has kept for himself and refused to
distribute either profits or proceeds from the operation and sale of the Motel. 	(Am.
Compl. ¶¶ 58–60.) 	They allege that Barfield’s plan all along was not to honor their
agreement to divide the profits from their venture and that they were duped into
trusting him. (Am. Compl. ¶¶ 46, 49, 54.)
II. 	PROCEDURAL HISTORY
29. 	Plaintiffs initiated this action on 25 January 2022. (ECF No. 3.) It was
designated to the North Carolina Business Court and assigned to the undersigned on
25 February 2022. (ECF Nos. 1, 2.) On 8 June 2022, Plaintiffs moved to amend their
Complaint. (ECF No. 25.) The Court granted the motion by Order entered 13 June
2022, (ECF No. 32), and the First Amended Complaint was filed on 14 June 2022.

30. 	In their Amended Complaint, Plaintiffs seek a declaration: (1) that the
oral agreement between the parties is a valid and enforceable contract for the purpose
of carrying on the business of purchasing and selling real estate; (2) that both
Plaintiffs and Barfield are owners of, or partners in, the parties’ business venture or
partnership; (3) that Plaintiffs are entitled to their share of the assets of the business
venture or partnership; (4) that the assets of this venture or partnership included the
Motel; (5) and that Plaintiffs are entitled to their share of the proceeds from
Defendants’ sale of the Motel. (Am. Compl. ¶¶ 63–70). In addition, Plaintiffs assert
a claim for breach of contract against Barfield resulting from Barfield’s operation and
sale of the Motel and his refusal to share the profits, (Am. Compl. ¶¶ 71–83), and they
assert a claim against both Barfield and Market Crossing for unjust enrichment.
(Am. Compl. ¶¶ 84–95.)
31. 	On 9 November 2022, Defendants filed this Motion seeking judgment on
Plaintiffs’ claims pursuant to Rule 12(c).1 The Motion has been fully briefed, and the
Court entertained arguments at a hearing held on 7 February 2022, during which all
parties were present. (See ECF No. 55.) The Motion is now ripe for disposition.
III. 	LEGAL STANDARD
32. 	On a motion for judgment on the pleadings pursuant to Rule 12(c), the
Court must view the facts and permissible inferences in the light most favorable to
the nonmoving party. 	Ragsdale v. Kennedy, 286 N.C. 130, 137 (1974). 	“All well
pleaded factual allegations in the nonmoving party’s pleadings are taken as true and
1 Defendants have not moved for judgment on Jimmy Sills’ claim for unjust enrichment. (Mot.
J. Pleadings, ECF No. 45.)

all contravening assertions in the movant’s pleadings are taken as false.” 	Id.
(citations omitted). The movant is held to a “strict standard.” Id. A Rule 12(c) motion
should not be granted “unless the movant clearly establishes that no material issue
of fact remains to be resolved and that he is entitled to judgment as a matter of law.”
Carpenter v. Carpenter, 189 N.C. App. 755, 761 (2008).
33. 	Since judgment on the pleadings is a final judgment, the pleadings must
be carefully scrutinized so not as to deprive the nonmovant of a “full and fair hearing
on the merits.” Ragsdale, 286 N.C. at 137.
IV. 	ANALYSIS
A. Declaratory Judgment
34. 	The Declaratory Judgment Act, N.C.G.S. § 1-253 et seq., authorizes a
court to declare the “rights, status, and other legal relations” of adverse parties when
an actual dispute exists. PHE, Inc. v. Dolinsky, 2022 NCBC LEXIS 123, at **19 (N.C.
Super. Ct. Oct. 19, 2022). If a genuine controversy is adequately pled, the claim for
a declaratory judgment may move forward. 	Indeed, “[t]he question is not whether
the plaintiff[s] will prevail on their claim, it is only whether they have identified an
actual, genuine controversy.” 	BIOMILQ, Inc. v. Guiliano, 2023 NCBC LEXIS 24, at
**32 (N.C. Super. Ct. Feb. 10, 2023) (cleaned up). 	Cf. Morris v. Plyler Paper Stock
Co., 89 N.C. App. 555, 557 (1988) (“A motion to dismiss for failure to state a claim is
seldom appropriate in actions for declaratory judgments, and will not be allowed
simply because the plaintiff may not be able to prevail.”).

35. 	In this case, Defendants argue that Plaintiffs have failed to plead the
existence of either a partnership or a joint venture and, therefore, their claim fails as
a matter of law. 	As discussed below, because the Court determines that Plaintiffs
have adequately pled the existence of a partnership or joint venture to buy and sell
the Properties to survive this Rule 12(c) challenge, Defendants’ Motion as to the claim
for declaratory judgment shall be DENIED.
36. 	Although they are similar in many respects, a partnership “ordinarily
relates to a continuing action,” Pike v. Wachovia Bank & Trust Co., 274 N.C. 1, 9
(1968)), whereas a joint venture is usually formed to carry out a single business
venture. Rifenburg Constr., Inc. v. Brier Creek Assocs., L.P., 160 N.C. App. 626, 632
(2003). 	Even so, partnerships and joint ventures are governed by substantially the
same rules. Pike, 274 N.C. at 9.
37. 	To form either a partnership or a joint venture, the parties involved
must agree to share the financial repercussions of their adventure. 	The agreement
is most often expressed optimistically as one to share profits; however, the reverse is
true as well. 	Partners or co-adventurers must also agree to bear responsibility for
any losses the business incurs. 	See N.C.G.S. § 59-36(a) (“A partnership is an
association of two or more persons to carry on as co-owners a business for profit.”);
N.C.G.S. § 59-37(4) (when determining whether a partnership exists, “[t]he receipt
by a person of a share of the profits of a business is prima facie evidence that he is a
partner in the business”); Best Cartage, Inc. v. Stonewall Packaging, LLC, 219 N.C.
App. 	429, 	438 	(2012) 	(sharing 	of 	profits 	is 	an 	indispensable 	requisite 	for 	a

partnership); Johnson v. Gill, 235 N.C. 40, 44–45 (1952) (“To make a partnership, two
or more persons should combine their property, effects, labor, or skill in a common
business 	or 	venture, 	and 	share 	the 	profits 	and 	losses 	in 	equal 	or 	specified
proportions[.]”); Rifenburg, 160 N.C. App. at 632 (one element of a joint venture is “an
agreement, express or implied, to carry out a single business venture with joint
sharing of profits[.]”).
38. 	The 	second 	requirement 	for 	a 	partnership 	is 	co-ownership 	of 	the
business. See, e.g., La Familia Cosmovision, Inc. v. Inspiration Networks, 2014 NCBC
LEXIS 52, at *16 (N.C. Super. Ct. Oct. 20, 2014); Wilder v. Hobson, 101 N.C. App.
199, 202 (1990). 	Likewise, the second requirement for a joint venture is “an equal
right of control of the means employed to carry out the venture.” Rifenburg Constr.,
Inc., 160 N.C. App. at 632. 	This means that each partner or co-adventurer is “an
agent of the others in matters appertaining to the partnership and within the scope
of its business.” 	See Johnson, 235 N.C. at 44 (“[The] Uniform Partnership Act
declares that every partner is an agent of the partnership for the purposes of its
business, and the act of every partner for apparently carrying on in the usual way the
business of the partnership of which he is a member ordinarily binds the partnership,
G.S. 59-39[.]”); DS & T II, Inc. v. D & E Tax & Accounting, Inc., 2021 NCBC LEXIS
87, at **15 (N.C. Super. Ct. Oct. 4, 2021) (the parties in a joint venture stand in the
relationship of principal and agent to each other).
39. 	The contributions of each party “need not be equal or of the same
character, but there must be some contribution by each co-adventurer of something

promotive of the enterprise.” Pike, 274 N.C. at 9 (quoting In re Simpson, 222 F. Supp.
904, 909 (M.D.N.C. 1963)).
40. 	Citing 	La 	Familia, 	Defendants 	argue 	that 	because 	the 	Amended
Complaint does not specifically allege that the parties agreed to share losses, no
partnership or joint venture could exist. (Br. Supp. Defs.’ Mot. J. Pleadings, [“Br. Supp.
Defs.’ Mot.”] 8–9).
41. 	The Court disagrees. 	Here, Plaintiffs allege that they and Barfield
“entered into an oral agreement to create and operate a business that would
purchase, 	hold, 	operate, 	manage, 	and 	sell 	real 	property, 	and 	specifically 	the
Properties” and that the parties “agreed they would split any profits and share any
proceeds from the LLC’s business based on the percentage of their membership
interests.” (Am. Compl. ¶ 18.) While it will be important at a later stage for Plaintiffs
to present evidence that the parties’ agreement was not limited to sharing only the
upside of their venture, the Court determines that, at this early stage of the case,
Plaintiffs have adequately met this pleading requirement.2 	See Surratt v. Brown,
2016 NCBC LEXIS 27, at **5–7 (N.C. Super. Ct. Apr. 1, 2016) (denying a motion for
summary judgment despite agreement mentioning only profit-sharing and not loss-
sharing); cf. Vitaform, Inc. v. Aeroflow, Inc., 2020 NCBC LEXIS 132, at **9–12
2 The present case is distinguishable from La Familia. In that case, the court found that the
division of profits described in the parties’ written agreement more closely resembled a
“compensation measure” than the sharing of profits by partners. La Familia Cosmovision,
Inc., 2014 NCBC LEXIS 52, at *20–21. 	And, importantly, a letter of intent between the
parties expressly identified the defendant as an independent contractor. Id. at *22.

(dismissing plaintiff’s joint venture claim because plaintiff failed to allege joint
sharing of profits).
42. 	Moving to the requirement that Plaintiffs plead that the parties shared
control and that each co-adventurer acted as an agent of the others, Plaintiffs allege
that they entered into an oral agreement with Barfield to be “partners and joint
owners and [to] have [an] interest in the Properties through their ownership of or
membership in the joint venture.” (Am. Compl. ¶ 18.) They called their relationship
a partnership. (Am. Compl. ¶¶ 33, 59.) In addition, Plaintiffs allege the existence of
a division of labor in furtherance of their business plan. While Barfield was to secure
financing, (Am. Compl. ¶¶ 12, 23, 74), Plaintiffs were responsible for securing the
winning bids, (Am. Compl. ¶¶ 11, 23–26, 34–39, 74). 	Plaintiffs also engaged an
attorney to create the LLC, (Am. Compl. ¶ 22), and they engaged the real estate agent
whose appraisal of the Motel they shared with Barfield, (Am. Compl. ¶ 19). In turn,
Barfield included Plaintiffs in meetings with the financier, Baker. (Am. Compl. ¶ 29.)
These 	allegations 	are 	sufficient, 	Plaintiffs 	contend, 	to 	satisfy 	their 	pleading
requirements.
43. 	But Plaintiffs argue that, when it came to the Motel, they had no equal
right of control. 	They assert that Barfield had “complete legal control” and that he
“held all the cards—all the financial and legal power over Plaintiffs with regard to
the parties’ business venture and the Langston Motel Property.” (Am. Compl. ¶¶ 52–
53.)

44. 	The Court determines that the allegations at paragraphs 52-53 of the
Amended Complaint describe the relationship between the parties as it evolved
following Barfield’s alleged misrepresentations and breach, not the relationship that
Plaintiffs allege the parties agreed to have. Viewing the allegations in the light most
favorable to Plaintiffs, the Court determines that Plaintiffs have sufficiently pled that
the parties agreed to act as each other’s agent and divide responsibilities but to share
ownership and control. See Surratt, 2015 NCBC LEXIS 75, at *12 (allegations that
one party would finance the venture for a thirty-percent share of profits, while the
other party would operate the store for a seventy-percent share, asserted the minimal
essential terms for finding an enforceable partnership agreement); but see Williams
v. Hammer, 2015 NCBC LEXIS 81, at **11–13 (N.C. Super. Ct. Aug. 12, 2015) (where
the complaint does not allege that the parties co-owned any interest in a business or
property, co-ownership is not adequately alleged); DS & T II, 2021 NCBC LEXIS 87,
at **15 (dismissing claim because agency relationship not alleged).
45. 	Because Plaintiffs have adequately alleged the existence of either a
partnership or a joint venture, Defendants’ Motion for Judgment on the Pleadings
with respect to Plaintiffs’ First Claim for Relief requesting a declaratory judgment
shall be DENIED.3
3 Defendants also argue that Plaintiffs’ partnership and joint venture theories fail because
no fiduciary relationship existed between the parties. (Br. Supp. Defs.’ Mot., 6–8.) However,
it is the existence of a partnership or joint venture that creates the fiduciary relationship, not
the other way around. 	See, e.g., N.C.G.S. § 59-51 (“Every partner must account to the
partnership for any benefit, and hold as trustee for it any profits derived by him . . . .”); Cutter
v. Vojnovic, 2023 NCBC LEXIS 14, at **12 (N.C. Super. Jan. 24, 2023) (partners owe fiduciary
duties to each other); Zagaroli v. Neill, 2017 NCBC LEXIS 103, at *31 (N.C. Super. Ct. Nov.
7, 2017) (“[I]t is elementary that the relationship of partners is fiduciary and imposes on them

B. Breach of Contract
46. 	To state a claim for breach of contract, Plaintiffs need only allege “(1)
existence of a valid contract and (2) breach of the terms of that contract.” 	McKee v.
James, 2014 NCBC LEXIS 74, at **14 (N.C. Super. Ct. Dec. 31, 2014) (quoting Poor
v. Hill, 138 N.C. App. 19, 26 (2000)). 	“[W]here the complaint alleges each of these
elements, it is error to dismiss a breach of contract claim under [Rule 12].” McLamb
v. T.P. Inc., 173 N.C. App. 586, 588 (2005).
47. 	In this case, Plaintiffs allege that the parties originally agreed to form
an LLC to “purchase, hold, operate, manage, and sell real property.” 	(Am. Compl.
¶ 18.) 	However, they also allege that, after initially expressing reservations, they
agreed with Barfield’s later proposal to use his existing LLC instead of forming a new
LLC because Barfield assured them that they would share profits as originally
planned. 	(Am. Compl. ¶¶ 27–28.) 	Plaintiffs contend that Barfield breached their
agreement by refusing to put the Motel up for sale as they had agreed and instead
engaging in clandestine discussions with Hospitality Resort Management to sell the
Motel and keep the profit for himself. 	They allege that Barfield has refused to
distribute any profits or proceeds from the Motel to them. 	(Am. Compl. ¶¶ 54, 56,
58.)
the obligation of the utmost good faith in their dealings with one another in respect to
partnership affairs”); Morris Int’l, Inc. v. Packer, 2021 NCBC LEXIS 16, at *27 (N.C. Super.
Feb. 22, 2021) (holding that a partner’s fiduciary duties continue beyond dissolution and until
the partnership has been wound up). 	But see Volumetrics Med. Imaging, Inc. v. ATL
Ultrasound, Inc., 243 F. Supp. 2d 386, 403–04 (M.D.N.C. 2003) (holding that because no
fiduciary relationship existed between the parties, the relationship did not “qualify” as a joint
venture).

48. 	Defendants argue that because the oral agreement to form a new LLC
and split profits was “superseded” by Plaintiffs’ later agreement to transfer the
Properties to Market Crossing, and because Plaintiffs do not plead that they were
promised an ownership interest in Market Crossing, their claim fails. 	(Reply Br.
Supp. Defs.’ Mot. J. Pleadings 7, ECF No. 54 [“Reply Br. Supp. Defs.’ Mot.”].)
However, the Amended Complaint alleges that Barfield reassured and promised
Plaintiffs that “the parties’ agreement had not changed, and that each of them would
share the profits and proceeds of the business venture as originally planned and
agreed.” 	(Am. Compl. ¶ 28.) 	It is this promise that Plaintiffs claim was breached.
Nothing more is required to state a claim. 	Accordingly, Defendants’ Motion for
Judgment on the Pleadings with respect to Plaintiffs’ Breach of Contract claim shall
be DENIED.
C. 	Quantum Meruit/Unjust Enrichment
49. 	As an alternative to their breach of contract claim, Plaintiffs assert a
claim for unjust enrichment. 	Even though, given the facts alleged, Plaintiffs would
not be able to recover on both theories, “[i]t is well-established that liberal pleading
rules permit pleading in the alternative, and that theories may be pursued in the
complaint even if plaintiff may not ultimately be able to prevail on both.” 	James
River Equip., Inc. v. Mecklenburg Utils., Inc., 179 N.C. App. 414, 419 (2006) (cleaned
up).
50. 	Unjust enrichment will imply a contract for fair compensation where
one party paid expenses for the benefit of another and there was no express contract

for compensation. 	However, if a contract exists, the contract will govern the claim,
and the law will not imply a contract. Higgins v. Synergy Coverage Sols., LLC, 2020
NCBC LEXIS 6, at **23 (N.C. Super. Ct. Jan. 15, 2020) (citing Booe v. Shadrick, 322
N.C. 567, 570 (1988)).
51. 	To recover on a claim for unjust enrichment, ultimately Plaintiff must
prove: “(1) that it conferred a benefit on another party; (2) that the other party
consciously 	accepted 	the 	benefit; 	and 	(3) 	that 	the 	benefit 	was 	not 	conferred
gratuitously or by an interference in the affairs of the other party.” 	Id. (citing Islet
Scis., Inc. v. Brighthaven Ventures, LLC, 2017 NCBC LEXIS 4, at *16 (N.C. Super.
Ct. Jan. 12, 2017)). However, in general, at the Rule 12 stage, courts will decline to
address 	unjust 	enrichment 	claims 	if 	a 	viable 	breach 	of 	contract 	claim
exists. See Shelton v. Duke Univ. Health Sys., 179 N.C. App. 120, 125, (2006) (stating
on Rule 12(b)(6) motion that “[b]ecause we have not held the contract to be
unenforceable, we do not address [plaintiff’s unjust enrichment] argument”).
52. 	As stated above, a viable breach of contract claim exists here. Moreover,
Plaintiffs adequately allege that they did not act gratuitously when they secured the
bid for the Motel, paid the required earnest money drawn from the Sills’ joint bank
account, and then assigned the bids to Market Crossing. 	Plaintiffs assert that they
conferred a “specific and measurable benefit” on Defendants, which Defendants
voluntarily accepted, and that Plaintiffs “reasonably expected good and valuable
consideration” in return. 	Plaintiffs claim that Defendants have failed to pay that
consideration and that Plaintiffs have been damaged as a result. (Am. Compl. ¶¶ 85–

95.) 	The allegations are sufficient to state a claim. 	The Court therefore DENIES
Defendants’ Motion with respect to Plaintiffs’ claim for unjust enrichment.
V. 	CONCLUSION
53. 	WHEREFORE, the Court DENIES Defendants’ Motion for Judgment
on the Pleadings.
IT IS SO ORDERED, this the 24th day of March, 2023.
/s/ Julianna Theall Earp
Julianna Theall Earp
Special Superior Court Judge
for Complex Business Cases