HUSQVARNA PRO. PRODS., INC. v. ROBIN AUTOPILOT HOLDINGS, LLC, 2023 NCBC 79

STATE OF NORTH CAROLINA
MECKLENBURG COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
23 CVS 5594
HUSQVARNA PROFESSIONAL
PRODUCTS, INC. and
HUSQVARNA BUSINESS
SUPPORT AB,
Plaintiffs,
v.
ROBIN AUTOPILOT HOLDINGS,
LLC; ROBIN TECHNOLOGIES,
INC.; ROBOTIC MOWING
INVESTMENTS, LLC; RLAM
AZALEA, LLC; JEFFREY R.
DUDAN IRREVOCABLE TRUST;
JEFFREY DUDAN; and ANTHONY
HOPP,
Defendants.
ORDER AND OPINION ON
PLAINTIFFS’ MOTION TO DISMISS
AMENDED COUNTERCLAIMS
1. 	THIS MATTER is before the Court on Plaintiffs’ Motion to Dismiss
Defendant Robin Autopilot Holdings, LLC’s Amended Counterclaims (the “Motion”)
pursuant to Rule 12(b)(6) of the North Carolina Rules of Civil Procedure (the
“Rule(s)”) in the above-captioned case. (ECF No. 50.)
2. 	For the reasons set forth below, the Court GRANTS in part and DENIES
in part the Motion.
Nelson Mullins Riley & Scarborough, LLP, by Thomas G. Hooper, Paul
J. 	Osowski, 	Adam 	J. 	Hegler, 	and 	Cory 	E. 	Manning, 	for
Plaintiffs/Counterclaim Defendants Husqvarna Professional Products,
Inc. and Husqvarna Business Support AB.
Lincoln Derr PLLC, by R. Jeremy Sugg and Tricia M. Derr, and Jackson
Walker 	LLP, 	by 	Blake 	T. 	Dietrich 	and 	Hailey 	Oestreich, 	for
Defendant/Counterclaim Plaintiff Robin Autopilot Holdings, LLC.
Bledsoe, Chief Judge.
Husqvarna Pro. Prods., Inc. v. Robin Autopilot Holdings, LLC, 2023 NCBC 79.

I.
FACTUAL AND PROCEDURAL BACKGROUND
A. 	Factual Background
3. 	The Court does not make findings of fact on motions presented under Rule
12. 	Rather, the Court recites the allegations asserted and documents referenced in
the pleadings that are relevant to the Court’s determination of the Motion.
4. 	This action arises out of the relationship between Plaintiffs Husqvarna
Professional Products, Inc. (“Husqvarna Products”) and Husqvarna Business Support
AB (“Husqvarna Business”; together with Husqvarna Products, “Plaintiffs” or the
“Husqvarna Parties”), and Defendant Robin Autopilot Holdings, LLC (“Robin” or
“Defendant”).
5. 	Husqvarna Business is a Swedish foreign limited company with its principal
place of business in Stockholm, Sweden.1 	Husqvarna Products is a Delaware
corporation with its principal place of business in Charlotte, North Carolina and is a
world leader in professional robotic lawn mowers.2
6. 	Robin is an Ohio limited liability company with its principal place of
business in Texas, and the Husqvarna Parties have acknowledged that Robin is a
1 (Def. Robin Autopilot Holdings, LLC’s Am. Countercls. [hereinafter “Am. Countercls.”] ¶ 3,
ECF No. 32.)
2 (Am. Countercls. ¶¶ 2, 8.)

world leader in the technological integration of robotic lawn care with professional
landscapers.3
7. 	According to Robin, since 2017, the Husqvarna Parties and Robin have had
a long-standing commercial and strategic relationship which the Husqvarna Parties
have described publicly as a “partnership.”4 In furtherance of this relationship, the
parties entered into a series of contracts. 	The first of these contracts was a Non-
Disclosure Agreement dated 5 June 2019 (the “NDA”).5 	The NDA permitted the
Husqvarna Parties to gain access to Robin’s “confidential information, including
[Robin’s] internal know-how, with the understanding that the Parties would in fact
continue to operate as partners.”6 	Thereafter, Robin alleges that the Husqvarna
Parties induced or attempted to induce Robin to make significant investments and
acquisitions for the Husqvarna Parties’ benefit.7
8. 	Two years later, on 27 May 2021, the Husqvarna Parties and Robin entered
into an Admission Agreement (the “Original Admission Agreement”).8 According to
Robin, 	the 	Original 	Admission 	Agreement 	provided 	that, 	in 	exchange 	for 	the
Husqvarna 	Parties’ 	“monetary 	investment 	and 	future 	monetary 	investment
3 (Am. Countercls. ¶¶ 1, 8.)
4 (Am. Countercls. ¶¶ 7–9.)
5 (Am. Countercls. ¶¶ 10, 129–35.)
6 (Am. Countercls. ¶ 10.)
7 (Am. Countercls. ¶¶ 11–15.)
8 (Am. Countercls. ¶¶ 16, 115–23.)

commitments to Robin,” the Husqvarna Parties would “become a shareholder in
[Robin] and were allowed a seat on [Robin’s] Board.”9 The Agreement also included
a non-solicitation provision prohibiting the Husqvarna Parties from soliciting two
businesses—Weed Man, USA and MowBot, Inc.—for a period of twelve months.
Steve 	Collins 	(“Collins”), 	Plaintiffs’ 	Chief 	Transformational 	Officer 	and 	VP 	of
Strategy + Development, was appointed as the Husqvarna Parties’ representative on
Robin’s Board.10 	In that role, Robin alleges that Collins (and thus the Husqvarna
Parties) had “direct access to Board meetings where Robin’s financial information,
business plans, commercial launches and customer strategies were discussed under
extremely confidential conditions” and was otherwise “provided access to all [of
Robin’s] internal strategies by virtue of his role as a Board member.”11
9. 	In early 2022, the parties had, but ultimately resolved, several disputes
concerning intellectual property, customer issues, and alleged violations of the
NDA.12 	To 	settle 	these 	disputes 	and 	“drive 	their 	partnership 	forward,” 	the
Husqvarna Parties and Robin agreed, after meeting in May 2022, “to ‘collaborate’ and
act as ‘partners’ ” going forward and entered into two agreements on 8 September
2022: a Settlement and Release Agreement (the “Settlement Agreement”) and an
9 (Am. Countercls. ¶ 16.)
10 (Am. Countercls. ¶¶ 17, 18.)
11 (Am. Countercls. ¶¶ 16–19.)
12 (Am. Countercls. ¶ 19.)

Amended 	and 	Restated 	Admission 	Agreement 	(the 	“Amended 	Admission
Agreement”).13
10. 	Under the Amended Admission Agreement, the Husqvarna Parties were
allowed a second seat on Robin’s Board.14 	Robin also alleges that the Husqvarna
Parties agreed through this Agreement to make their Application Programming
Interfaces (“APIs”) available to Robin for use in Robin’s Automower Connect and
Fleet applications15 and to pay Robin an additional $500,000 in the first quarter of
2023 if certain metrics were met.16 	Robin alleges that, although the Husqvarna
Parties confirmed that these metrics were met at one of Robin’s Board meetings and
through a text message to Robin’s CEO, the Husqvarna Parties never paid the
promised $500,000.17
11. 	Beginning after the May 2022 meeting and continuing until the fall of 2022,
Robin alleges that the Husqvarna Parties requested and received confidential
information from Robin,18 including Robin’s list of subscribers and their physical
locations,19 	information 	about 	Robin’s 	software 	and 	hardware 	related 	to 	its
13 (Am. Countercls. ¶¶ 26, 115–23.)
14 (Pls.’ Opp’n Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin Technologies Ex.
E, § 3, ECF No. 17.5 (sealed), ECF No. 41.4 (redacted).)
15 (Am. Countercls. ¶ 52.)
16 (Am. Countercls. ¶ 53.)
17 (Am. Countercls. ¶¶ 53, 54.)
18 (Am. Countercls. ¶¶ 27–43.)
19 (Am. Countercls. ¶¶ 28, 30.)

subscription sales pilot program,20 and a proprietary roadmap and demonstration of
Robin’s 	fleet 	platform 	and 	puck 	system.21 	Robin 	asserts 	that 	to 	protect 	its
confidential 	information, 	Robin 	and 	the 	Husqvarna 	Parties 	entered 	into 	a
Confidentiality Agreement in July 2022 (the “Confidentiality Agreement”) under
which the Husqvarna Parties agreed to use Robin’s confidential information only to
the extent necessary for the creation of machine fleet management software to be
used in the Husqvarna Parties’ and Robin’s cooperative business activities.22
12. 	In December 2022, Robin alleges that the Husqvarna Parties secretly
changed their business strategy and began pursuing sales of their robotic products
directly to professional users without notice to Robin.23 	Robin alleges that in
connection 	with 	this 	change 	in 	strategy, 	the 	Husqvarna 	Parties 	launched 	a
subscription program similar to Robin’s after they “repeatedly mined Robin” for
confidential information about Robin’s program.24 	Robin also alleges that the
Husqvarna Parties used Robin’s research and development information—provided
20 (Am. Countercls. ¶¶ 34–38.)
21 (Am. Countercls. ¶¶ 39, 40.)
22 (Am. Countercls. ¶ 27.)
23 (Am. Countercls. ¶¶ 45–51.)
24 (Am. Countercls. ¶ 48.)

pursuant to the Confidentiality Agreement—to enhance their own fleet and puck
system.25
13. 	Robin further alleges that the Husqvarna Parties engaged in a concerted
effort 	to 	undercut 	Robin’s 	pricing 	and 	to 	interfere 	with 	Robin’s 	existing 	and
prospective customers by using Robin’s trade secret information.26 	In particular,
Robin alleges that it had a deal with the Mariani Group that was “good to move
forward” until Husqvarna employees successfully solicited the Mariani Group to work
with the Husqvarna Parties,27 that it was in contract discussions with AutoCut until
the Husqvarna Parties interfered,28 and that it lost its customer relationship with
Nature Works as a result of Plaintiffs’ interference.29
14. 	Robin 	also 	alleges 	that 	the 	Husqvarna 	Parties, 	through 	its 	Board
representative Collins, induced Robin to purchase a significant amount of inventory
through 	false 	representations,30 	and 	that 	the 	Husqvarna 	Parties 	told 	Robin’s
customers 	that 	Robin 	was 	“going 	under,” 	attempted 	to 	poach 	Robin’s 	key
25 (Am. Countercls. ¶ 51.)
26 (Am. Countercls. ¶¶ 59–67, 77.)
27 (Am. Countercls. ¶¶ 59–64, 74.)
28 (Am. Countercls. ¶ 66.)
29 (Am. Countercls. ¶ 65.)
30 (Am. Countercls. ¶¶ 57, 58.)

salespersons, and successfully diverted 75% of Robin’s business to the Husqvarna
Parties.31
15. 	In response to the Husqvarna Parties’ alleged interference with Robin’s
business, Logan Fahey, Robin’s CEO, sent a memorandum to the Husqvarna Parties
on 6 March 2023 summarizing Robin’s concerns about the Husqvarna Parties’
conduct (the “March 6 Memo”), which led to a meeting and e-mail exchanges between
the parties.32 A day after this meeting—described by the Husqvarna Parties’ general
counsel as “productive”—the Husqvarna Parties filed the complaint initiating this
action.33
B. 	Procedural History
16. 	The Husqvarna Parties filed their Complaint on 3 April 2023, asserting
eight claims against Robin, Robin Technologies, Inc., and Robin’s members, including
claims against Robin for anticipatory breach of the Settlement Agreement, the
Original Admission Agreement, the Amended Admission Agreement, and several
31 (Am. Countercls. ¶¶ 72–79.)
32 (Am. Countercls. ¶¶ 68–70.)
33 (Am. Countercls. ¶ 71; Compl., ECF No. 4.)

other contracts.34 On 15 May 2023, Robin filed an answer and counterclaims.35 The
Husqvarna Parties moved to dismiss Robin’s counterclaims on 23 June 2023.36
17. 	On 13 July 2023, Robin filed Amended Counterclaims as of right, asserting
counterclaims against the Husqvarna Parties for (i) breach of fiduciary duty; (ii)
constructive fraud; (iii) misappropriation of trade secrets; (iv) tortious interference
with prospective economic advantage; (v) unfair and deceptive trade practices; (vi)
breach of the Original and Amended Admission Agreements; (vii) breach of the
implied covenant of good faith and fair dealing; and (viii) breach of the Confidentiality
Agreement.37 In light of this filing, the Court denied the Husqvarna Parties’ Motion
to Dismiss the original counterclaims as moot on 20 July 2023.38
18. 	On 3 August 2023, the Husqvarna Parties filed the current Motion, seeking
dismissal of each of Robin’s Amended Counterclaims.39 After full briefing, the Court
34 (Compl. ¶¶ 69–126.)
35 (Def. Robin’s Answer and Countercls., ECF No. 9.)
36 (Pls.’ Mot. Dismiss Countercls., ECF No. 28.)
37 (Am. Countercls.)
38 (Order Den. Pls.’ Mot. Dismiss Countercls. as Moot, ECF No. 37.)
39 (Pls.’ Mot. Dismiss. Am. Countercls.)

held a hearing on the Motion on 13 September 2023, at which all parties were
represented by counsel (the “Hearing”). The Motion is now ripe for resolution.
II.
LEGAL STANDARD
19. 	When deciding whether to dismiss for failure to state a claim under Rule
12(b)(6), the Court considers “whether the allegations of the complaint, if treated as
true, are sufficient to state a claim upon which relief can be granted under some legal
theory.” 	Corwin v. Brit. Am. Tobacco PLC, 371 N.C. 605, 615 (2018) (quoting
CommScope Credit Union v. Butler & Burke, LLP, 369 N.C. 48, 51 (2016)).
20. 	“[D]ismissal pursuant to Rule 12(b)(6) is proper when ‘(1) the complaint on
its face reveals that no law supports the plaintiff’s claim; (2) the complaint on its face
reveals the absence of facts sufficient to make a good claim; or (3) the complaint
discloses some fact that necessarily defeats the plaintiff’s claim.’ ” Corwin, 371 N.C.
at 615 (quoting Wood v. Guilford Cnty., 355 N.C. 161, 166 (2002)).
21. 	Under Rule 12(b)(6), “the trial court is to construe the pleading liberally and
in the light most favorable to the plaintiff, taking as true and admitted all well-
pleaded factual allegations contained within the [pleading].” 	Donovan v. Fiumara,
114 N.C. App. 524, 526 (1994) (cleaned up).
22. 	When considering a motion to dismiss under Rule 12(b)(6), a court “may
properly consider documents which are the subject of a plaintiff’s complaint and to
which the complaint specifically refers even though they are presented by the
defendant.” Oberlin Cap., L.P. v. Slavin, 147 N.C. App. 52, 60 (2001); see, e.g., Deluca

v. River Bluff Holdings II, LLC, 2015 NCBC LEXIS 12, at *8 (N.C. Super. Ct. Jan.
28, 2015) (stating that under Rule 12(b)(6), “a trial court may properly consider a
contract that is the subject matter of the complaint, even if the plaintiff did not attach
it to the complaint[ ]”). 	Moreover, the Court “can reject allegations that are
contradicted by the documents attached [to], specifically referred to, or incorporated
by reference in the complaint.” Moch v. A.M. Pappas & Assocs., LLC, 251 N.C. App.
198, 206 (2016) (quoting Laster v. Francis, 199 N.C. App. 572, 577 (2009)).
III.
ANALYSIS
A. 	Breach of Fiduciary Duty
23. 	Robin’s counterclaim against Plaintiffs for breach of fiduciary duty is
premised on alleged fiduciary duties Robin contends the Husqvarna Parties owed to
Robin arising from (i) Collins’s position on Robin’s Board, (ii) Plaintiffs’ alleged
“partnership” with Robin, (iii) Plaintiffs’ contractual obligations to maintain the
confidentiality 	of 	Robin’s 	trade 	secrets 	and 	confidential 	information, 	and 	(iv)
Plaintiffs’ ability to control Robin’s membership and thereby outside investment in
Robin.40 	Robin contends that the Husqvarna Parties breached these duties by
engaging in unfair and inequitable business activities, taking unfair advantage of the
confidence Robin placed in them, dealing dishonestly with Robin, taking advantage
of their position to gain a benefit at Robin’s expense, placing themselves in positions
40 (Am. Countercls. ¶ 72.)

“where their self-interest conflicted with their fiduciary duties,” and failing to “fully
and fairly disclose all material information” to Robin.41
24. 	The Husqvarna Parties seek dismissal, contending that Robin has failed to
allege facts showing that they owed a fiduciary duty to Robin under any of Robin’s
theories.42 The Court agrees.
25. 	As an initial matter, the Court notes that (i) Robin is an Ohio, manager-
managed LLC, (ii) Robin’s Operating Agreement provides that it is governed by Ohio
law, and (iii) the Ohio Revised Limited Liability Company Act governs LLCs formed
under Ohio law like Robin. See Ohio Rev. Code Ann. §§ 1706.01–.84. Thus, Ohio law
provides the standard of care owed by Robin’s members and managers. 	See, e.g.,
Bluebird Corp. v. Aubin, 188 N.C. App. 671, 680 (2008) (“States normally look to the
State of a business’ incorporation for the law that provides the relevant corporate
governance general standard of care.” (quoting Atherton v. F.D.I.C., 519 U.S. 213, 224
(1997))).
26. 	Under Ohio law, unless the LLC’s operating agreement provides otherwise,
members of a manager-managed LLC like Robin do not owe a duty of loyalty or duty
of care to the LLC. Ohio Rev. Code Ann. § 1706.31(A), (B). Instead, a member need
only meet the duties imposed by the implied covenant of good faith and fair dealing
to satisfy the member’s obligation to the LLC. Id. § 1706.31(E). Here, the Operating
41 (Am. Countercls. ¶ 74.)
42 (Mem. Supp. Pls.’ Mot. Dismiss Am. Countercls. 7 [hereinafter “Pls.’ Br. Supp. Mot.
Dismiss”], ECF No. 51.)

Agreement 	expressly 	provides 	that 	Robin’s 	members 	“may 	engage 	in . . . other
business . . . that may be competitive with [Robin]” and that they “have no duty to
disclose to or permit [Robin] to participate in any projects or investments that may
be of interest to [Robin].”43 Thus, Robin’s members, including the Husqvarna Parties,
do not owe a fiduciary duty to Robin under Ohio law by virtue of their membership
in Robin.
27. 	In a similar vein, and contrary to Robin’s contention,44 the fact that the
Husqvarna Parties were permitted to designate two of Robin’s seven Board members
does not make them either a manager of Robin or a member of Robin’s Board. 	The
Operating Agreement provides that “[a] board of managers shall be responsible for
the operation and management of the Company” and that the Board of Managers
shall be comprised of designees of the members.45 Neither of the Husqvarna Parties
is alleged to be a Board designee; instead, the Husqvarna Parties were afforded the
right to designate two Board members, and they exercised that right to designate
Collins as a member of Robin’s Board.46 	Collins, not the Husqvarna Parties, is a
manager of Robin and a member of Robin’s Board. 	Thus, neither of the Husqvarna
43 (See Pls.’ Opp’n Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin Technologies
Ex. C, § 9(b) [hereinafter “Operating Agreement”], ECF No. 17.3 (sealed), ECF No. 41.2
(redacted).)
44 (See Robin’s Resp. Opp’n Pls.’ Mot. Dismiss Am. Countercls. 7–8 [hereinafter “Def.’s Br.
Opp. Mot. Dismiss Am. Countercls.”], ECF No. 67.)
45 (Operating Agreement § 7(a).)
46 It is unclear from the Amended Counterclaims and its attachments whether the Husqvarna
Parties exercised their right to appoint the second Board member they were allotted under
the Amended Admission Agreement.

Parties owes a fiduciary duty to Robin by virtue of their right to designate two
members of Robin’s Board.
28. 	Robin’s reliance on the Husqvarna Parties’ press release references to a
“partnership” to claim a fiduciary duty47 is likewise unavailing. 	As the Husqvarna
Parties correctly point out, Robin has not alleged the elements of a partnership or
joint venture sufficient to give rise to a fiduciary duty on either basis. Under North
Carolina law, “co-ownership and sharing of any actual profits are indispensable
requisites for a partnership.” 	Wilder v. Hobson, 101 N.C. App. 199, 202 (1990).
Similarly, “a joint venture exists when there is: (1) an agreement, express or implied,
to carry out a single business venture with joint sharing of profits, and (2) an equal
right of control of the means employed to carry out the venture.” 	Sykes v. Health
Network Sols., Inc., 372 N.C. 326, 340–41 (2019) (cleaned up). 	Here, Robin has not
alleged any agreement with the Husqvarna Parties to share profits, so no fiduciary
duty can arise from the Husqvarna Parties’ public references to their “partnership”
with Robin.48
29. 	The 	Husqvarna 	Parties’ 	agreement 	to 	maintain 	the 	confidentiality 	of
Robin’s trade secrets and other confidential information likewise does not give rise to
47 (Am. Countercls. ¶¶ 8, 9.)
48 	The 	Court 	further 	notes 	that 	the Operating 	Agreement, 	the Original 	Admission
Agreement, and the Amended Admission Agreement do not reflect a sharing of profits.
Moreover, they contain merger clauses stating that these contracts reflect the full extent of
the parties’ agreement concerning each contract’s subject matter. See, e.g., Phelps-Dickson
Builders, L.L.C. v. Amerimann Partners, 172 N.C. App. 427, 436 (2005) (enforcing a merger
clause and barring parol evidence concerning oral representations of the defendant);
Deutsche Bank Nat’l Tr. Co. v. Pevarski, 187 Ohio App. 3d 455, 471 (Ohio Ct. App. 2010)

a fiduciary duty.49 Under North Carolina law, “parties to a contract do not thereby
become each others’ fiduciaries [and] generally owe no special duty to one another
beyond the terms of the contract and the duties set forth in the U.C.C.” 	Branch
Banking & Tr. Co. v. Thompson, 107 N.C. App. 53, 61 (1992); see also Sykes, 372 N.C.
at 340. 	Robin has not alleged a special duty, nor has it alleged the existence and
breach of any duties or damages separate and apart from those created by contract.
As a result, Robin has failed to allege a fiduciary duty arising from the Husqvarna
Parties’ confidentiality agreements with Robin. See, e.g., Wijewickrama v. Christian,
2023 NCBC LEXIS 98, at *19–20 (N.C. Super. Ct. Aug. 11, 2023) (dismissing
fiduciary duty claim based solely on contract duties); Perry v. Frigi-Temp Frigeration,
Inc., 2020 NCBC LEXIS 100, at *17 (N.C. Super. Ct. Sept. 3, 2020) (same); Wilkins v.
Wachovia Corp., No. 5:10-CV-249, 2011 U.S. Dist. LEXIS 30896, at *6 (E.D.N.C. Mar.
24, 2011) (dismissing breach of fiduciary duty claims which arose “out of the duties
in the . . . agreement and relate to contract performance[ ]”).
30. 	Finally, Robin claims that the Husqvarna Parties owe Robin a fiduciary duty
arising from their control of Robin through their ability to designate two of seven
Board seats and through other contractual provisions. 	But as our appellate courts
have recognized, “[t]he standard for finding a de facto fiduciary relationship is a
demanding one: Only when one party figuratively holds all the cards—all the
(noting that the presumption that a written contract embodies the parties’ final and complete
agreement is strongest “when the written agreement contains a merger or integration
clause”) (citation omitted).
49 (Am. Countercls. ¶ 84.)

financial power or technical information, for example—have North Carolina courts
found 	that 	the 	special 	circumstance 	of 	a 	fiduciary 	relationship 	has 	arisen.”
Lockerman v. S. River Elec. Membership Corp., 250 N.C. App. 631, 636 (2016)
(cleaned up). The Court cannot conclude from Robin’s allegations that the Husqvarna
Parties “held all of the cards” in their relationship with Robin, particularly when
Robin alleges that the Husqvarna Parties controlled only two of the seven seats on
Robin’s Board.
31. 	For each of these reasons, therefore, the Court concludes that Robin has
failed to allege the existence of a fiduciary duty owing from the Husqvarna Parties to
Robin. 	As a result, Robin’s claim for breach of fiduciary duty necessarily fails and
shall be dismissed with prejudice.
B. 	Constructive Fraud
32. 	The Husqvarna Parties next seek to dismiss Robin’s claim for constructive
fraud, which asserts that Plaintiffs abused the trust and confidence that Robin placed
in them.50 Under North Carolina law, however:
A claim for constructive fraud only arises where a confidential or
fiduciary relationship exists. . . . In the event that a party fails to allege
any special circumstances that could establish a fiduciary relationship,
dismissal 	of 	a 	claim 	which 	hinges 	upon 	the 	existence 	of 	such 	a
relationship would be appropriate.
Azure Dolphin, LLC v. Barton, 371 N.C. 579, 599 (2018) (cleaned up). Since the Court
has concluded that Robin’s allegations fail to give rise to a fiduciary duty, Robin’s
constructive fraud claim likewise fails and must be dismissed.
50 (Am. Countercls. ¶¶ 89–94.)

C. 	Misappropriation of Trade Secrets
33. 	The 	Husqvarna 	Parties 	also 	seek 	to 	dismiss 	Robin’s 	claim 	for
misappropriation of trade secrets.51
34. 	North Carolina’s Trade Secret Protection Act (the “NCTSPA”) provides that
the owner of a trade secret “shall have a remedy by civil action for misappropriation
of his trade secret.” N.C.G.S. § 66-153. Not all confidential business information is
a trade secret, however. The NCTSPA defines a trade secret as:
business or technical information, including but not limited to a formula,
pattern, 	program, 	device, 	compilation 	of 	information, 	method,
technique, or process that:
a. 	Derives independent actual or potential commercial value from
not 	being 	generally known 	or readily 	ascertainable through
independent development or reverse engineering by persons who
can obtain economic value from its disclosure or use; and
b. 	Is 	the 	subject 	of 	efforts 	that 	are 	reasonable 	under 	the
circumstances to maintain its secrecy.
Id. § 66-152(3).
35. 	“To plead misappropriation of trade secrets, a plaintiff must identify a trade
secret with sufficient particularity so as to enable a defendant to delineate that which
he is accused of misappropriating and a court to determine whether misappropriation
has or is threatened to occur.” Krawiec v. Manly, 370 N.C. 602, 609 (2018) (citation
omitted). While “[t]his ‘sufficient particularity’ standard does not require a party to
define every minute detail of its trade secret down to the finest detail[,]” Safety Test
& Equip. Co. v. Am. Safety Util. Corp., 2015 NCBC LEXIS 40, at *25 (N.C. Super. Ct.
51 (Am. Countercls. ¶¶ 95–102.)

Apr. 23, 2015) (cleaned up), “[a pleading] 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.”
Krawiec, 370 N.C. at 610 (cleaned up).
36. 	In determining whether processes or information are trade secrets, North
Carolina courts generally consider six factors:
(1) the extent to which information is known outside the business; (2)
the extent to which it is known to employees and others involved in the
business; (3) the extent of measures taken to guard secrecy of the
information; (4) the value of information to [the] business and its
competitors; (5) the amount of effort or money expended in developing
the information; and (6) the ease or difficulty with which the information
could properly be acquired or duplicated by others.
Wilmington Star-News, Inc. v. New Hanover Reg’l Med. Ctr., 125 N.C. App. 174, 180–
81 (1997). “These factors overlap, and courts do not always examine them separately
and individually.” 	Vitaform, Inc. v. Aeroflow, Inc., 2020 NCBC LEXIS 132, at **19
(N.C. Super. Ct. Nov. 4, 2020) (citation omitted).
37. 	The Husqvarna Parties first contend that Robin’s claim should be dismissed
for failure to identify its trade secrets with the particularity our courts require.52 The
Court disagrees.
38. 	To begin, Robin identifies its trade secrets in its Amended Counterclaims as
including:
(1) Robin Autopilot’s entire list of active and prospective customers; (2)
information about Robin Autopilot’s subscription sales pilot program,
including projections for taking Robin Autopilot’s pilot program to a full-
scale service and SalesForce data on subscription hardware and growth;
52 (Pls.’ Br. Supp. Mot. Dismiss 19.)

(3) Robin Autopilot’s proprietary roadmap for Robin Autopilot’s fleet
platform and puck system; and (4) two private, full demonstrations of
Robin Autopilot’s fleet platform and puck system.53
39. 	As to category (1) above, Robin also alleges that it provided “customer
projections” to the Husqvarna Parties in February 2022.54 As to category (2), Robin
alleges that it “created and implemented [the] pilot program to gather necessary data
regarding the growth potential and profitability of a subscription sales program
versus traditional sales” and disclosed to the Husqvarna Parties Robin’s “data,”
“strategy,” and “operational details” for the pilot program, “at the Husqvarna Parties’
request.”55 Last, as to categories (3) and (4), Robin alleges that its fleet platform and
puck system is “patented and trade-secret protected technology.”56
40. 	The Court turns first to Robin’s customer lists and notes that our Supreme
Court has held that such lists can be trade secrets. 	See Krawiec, 370 N.C. at 610.
Our Supreme Court has likewise made clear that a customer-list-based-NCTSPA
claim should be dismissed if the plaintiff fails to allege that the customer list
“contained any information that would not be readily accessible” to the defendant.
Id. at 611; see also, e.g., Bldg. Ctr., Inc. v. Carter Lumber of the North, Inc., 2017
NCBC LEXIS 85, at *19–20 (N.C. Super. Ct. Sept. 21, 2017) (“Although customer
lists, when compiled with pricing and bidding formulas, can sometimes qualify as a
53 (Am. Countercls. ¶ 97.)
54 (Am. Countercls. ¶ 38.)
55 (Am. Countercls ¶¶ 34, 35.)
56 (Am. Countercls. ¶ 45.)

trade secret under the [NCTSPA], the Court does not consider a customer list
containing only information that is easily accessible through a telephone book or
other readily available sources to be a trade secret.”).
41. 	Although the Husqvarna Parties have failed to make such an express
allegation to this end here, they do plead that Plaintiffs repeatedly sought Robin’s
customer list “to implement an inbound lead sharing plan,” which at least implies
that the Husqvarna Parties did not have ready access to the information in Robin’s
list. Therefore, viewing Robin’s allegations in the light most favorable to Robin, the
Court concludes that the customer lists comprising Robin’s category (1) have been
sufficiently pleaded to constitute trade secrets to survive dismissal under Rule
12(b)(6). 	See, e.g., Area Landscaping, L.L.C. v. Glaxo-Wellcome, Inc., 160 N.C. App.
520, 525 (2003) (“Information regarding customer lists, pricing formulas and bidding
formulas can qualify as a trade secret under G.S. § 66-152(3).”).
42. 	The Court reaches a similar conclusion concerning the business strategy and
technical information Robin has identified in categories (2), (3), and (4) above. First,
these categories reflect the sort of information expressly recognized as trade secret
information in the NCTSPA. See, e.g., Horner Int’l Co. v. McKoy, 232 N.C. App. 559,
568 (2014) (holding that manufacturing processes may constitute trade secrets); TSG
Finishing, LLC v. Bollinger, 238 N.C. App. 586, 594–95 (2014) (recognizing that
specific steps and refinements in a process may constitute trade secrets); BIOMILQ,
Inc. v. Guiliano, 2023 NCBC LEXIS 24, at *19–20 (N.C. Super. Ct. Feb. 10, 2023)
(holding that “research and development efforts,” “research priorities and next steps

for research and development[,]” and “strategies regarding product development and
commercialization 	of 	products” 	constituted 	trade 	secrets 	for 	purposes 	of 	Rule
12(b)(6)); Sunbelt Rentals, Inc. v. Head & Engquist Equip., L.L.C., 2002 NCBC LEXIS
2, 	at 	*41–42 	(N.C. 	Super. 	Ct. 	July 	10, 	2002) 	(holding 	that 	allegations 	of
misappropriation of business plans, marketing strategies, and customer information
were sufficient to constitute trade secrets); see also, e.g., PepsiCo, Inc. v. Redmond,
54 F.3d 1262, 1269 (7th Cir. 1995) (holding that “particularized plans or processes
developed by [the plaintiff] and disclosed to [the defendant] . . . which are unknown
to others in the industry and which give the [defendant] an advantage over [its]
competitors[ ]” were trade secrets under Illinois’ similar trade secrets protection
statute). 	The Court further finds that Robin’s specific allegations are more than
sufficient to put the Husqvarna Parties on notice of the strategy and technical
information which they are accused of misappropriating.
43. 	The Husqvarna Parties next contend that Robin has failed to allege facts
showing that the Husqvarna Parties misappropriated Robin’s alleged trade secrets.
Again, the Court disagrees.
44. 	Misappropriation 	is 	defined 	under 	the 	NCTSPA 	as 	the 	“acquisition,
disclosure, or use of a trade secret of another without express or implied authority or
consent, unless such trade secret was arrived at by independent development, reverse
engineering, or was obtained from another person with a right to disclose the trade
secret.” 	N.C.G.S. 	§ 	66-152(1). 	“[G]eneral 	and 	conclusory” 	allegations 	of
misappropriation are insufficient to survive a motion to dismiss under Rule 12(b)(6)).

See Washburn v. Yadkin Valley Bank & Tr. Co., 190 N.C. App. 315, 327 (2008); see,
e.g., Bite Busters, LLC v. Burris, 2021 NCBC LEXIS 26, at *22–23 (N.C. Super. Ct.
Mar. 25, 2021) (dismissing trade secrets claim where plaintiff failed to plead “how
[defendant] 	accessed 	or 	acquired 	[plaintiff’s] 	trade 	secrets 	when 	he 	was 	not
authorized to do so or how he used [plaintiff’s] trade secrets without authorization”);
Strata Solar, LLC v. Naftel, 2020 NCBC LEXIS 129, at *11–12 (N.C. Super. Ct. Oct.
29, 2020) (holding that a trade secret misappropriation claim necessarily fails when
a “[p]laintiff does not allege any specific acts by [defendants] to show that they
accessed, 	disclosed, 	or 	used 	[p]laintiff’s 	trade 	secrets 	without 	[p]laintiff’s
authorization[ ]”).
45. 	Here, Robin has made numerous, specific allegations of misappropriation,
which satisfy its pleading burden. 	First, Robin alleges with specificity the dates on
which it provided specific trade secret information to Plaintiffs upon Plaintiffs’
request and under the parties’ Confidentiality Agreement.57 	Then, Robin further
alleges that the Husqvarna Parties used those trade secrets “to enhance their own
direct-to-professional fleet system,” “launch their own asset tracking puck,” and
“create their own subscription program” and to interfere with Robin’s customer and
prospective customer relationships and to divert those customers to Plaintiffs and
away from Robin.58 Robin identifies several customers by name and alleges that “at
57 (Am. Countercls. ¶¶ 31, 36–42.)
58 (Am. Countercls. ¶¶ 48–52, 59–67, 77–78, 100–01, 105–07.)

least 75% of [Robin’s] customers have moved their business to the Husqvarna Parties”
due to the Husqvarna Parties’ misuse of Robin’s trade secrets.59
46. 	Such allegations are sufficient to survive Rule 12(b)(6) scrutiny. 	See, e.g.,
Strata Solar, LLC, 2020 NCBC LEXIS 129, at *10–11 (finding sufficient under Rule
12(b)(6) allegations that defendants planned a competing business venture several
months prior to their resignations, obtained plaintiff’s trade secrets on their personal
devices in violation of plaintiff’s policies, and disclosed plaintiff’s trade secrets in
defendants’ competing venture); Wells Fargo Ins. Servs. USA v. Link, 2018 NCBC
LEXIS 42, at *40–42 (N.C. Super. Ct. May 8, 2018) (finding sufficient under Rule
12(b)(6) allegations that defendant had access to plaintiff’s trade secrets as plaintiff’s
employee, defendant went to work for a competitor and used plaintiff’s trade secrets
to solicit plaintiff’s customers, and some of plaintiff’s customers for whom defendant
was responsible shifted business to the competitor), aff’d per curiam, 372 N.C. 260
(2019); Byrd’s Lawn & Landscaping, Inc v. Smith, 142 N.C. App. 371, 376–77 (2001)
(holding “sufficient circumstantial evidence” of misappropriation existed under Rule
56 where former employee had access to pricing proposals through employment with
59 (Am. Countercls. ¶¶ 59–67, 77–78, 100–01, 105–07.)

plaintiff, moved to a competitor, and caused customers to move their business to
competitor).
47. 	Accordingly, 	the 	Court 	will 	deny 	the 	Motion 	as 	to 	Robin’s 	claim 	for
misappropriation of trade secrets.
D. 	Tortious Interference with Prospective Economic Advantage
48. 	A claim for tortious interference with prospective economic advantage
“arises when a party interferes with a business relationship by maliciously inducing
a person not to enter into a contract with a third person, which he would have entered
into but for the interference, if damage proximately ensues, when this interference is
done not in the legitimate exercise of the interfering person’s rights.” Beverage Sys.
of the Carolinas, LLC v. Associated Beverage Repair, LLC, 368 N.C. 693, 701 (2016)
(cleaned up). 	A plaintiff must show that “a contract would have resulted but for a
defendant’s malicious intervention.” Id.
49. 	The Husqvarna Parties move to dismiss Robin’s claim that Plaintiffs
tortiously interfered with Robin’s prospective contracts with the Mariani Group and
AutoCut,60 contending first that Robin has failed to allege that, but for the alleged
interference, “a contract would have ensued.” 	Dalton v. Camp, 353 N.C. 647, 655
(2001).61
50. 	Plaintiffs’ 	“but-for 	causation” 	argument 	as 	to 	the 	Mariani 	Group 	is
unpersuasive. Robin alleges that the deal between the Mariani Group and Robin was
60 (Am. Countercls. ¶¶ 103–08.)
61 (Pls.’ Br. Supp. Mot. Dismiss 23–24.)

“set 	to 	close” 	until 	the 	Husqvarna 	Parties 	contacted 	the 	Mariani 	Group 	and
attempted to “convince the Mariani Group that contracting with Robin would not be
as cost-effective as working directly with the Husqvarna Parties.”62 	Viewing these
allegations in the light most favorable to Robin, the Court concludes that Robin has
pleaded the required but-for causation necessary to sustain its tortious interference
claim at the pleading stage.
51. 	Robin’s allegations concerning AutoCut, however, are fatally deficient.
Robin alleges only that it discussed the possibility of working with and sharing its
platform with AutoCut and that these discussions ceased after the Husqvarna Parties
contacted AutoCut to discourage the company from working with Robin.63 	Robin’s
allegations therefore show only that Robin hoped for a contract with AutoCut, but do
not show that but for Plaintiffs’ interference Robin would have entered into a contract
with AutoCut. See, e.g., Beverage Sys. of the Carolinas, LLC, 368 N.C. at 701 (holding
that “plaintiff ha[d] not demonstrated that any contract would have ensued but for
defendants’ conduct[ ]” where plaintiff relied on an expectation that former customers
would contract with plaintiff in the future).
52. 	The Husqvarna Parties also contend that Robin’s claim must fail because
Robin’s allegations show that the Husqvarna Parties acted with legal justification as
Robin’s competitor.64 	The Court disagrees. 	“[C]ompetition in business constitutes
62 (Am. Countercls. ¶ 64.)
63 (Am. Countercls. ¶ 66.)
64 (Pls.’ Br. Supp. Mot. Dismiss 24.)

justifiable interference in another’s business relations and is not actionable so long
as it is carried on in the furtherance of one’s own interest and by means that are
lawful.” 	Peoples 	Sec. 	Life 	Ins. 	Co. 	v. 	Hooks, 	322 	N.C. 	216, 	221 	(1988).
“[M]isappropriation of trade secrets is not a lawful means of competition.” 	New
Restoration & Recovery Servs., LLC v. Dragonfly Pond Works, LLC, 2023 NCBC
LEXIS 80, at *17 (N.C. Super. Ct. June 15, 2023). 	Because Robin has sufficiently
alleged that the Husqvarna Parties unlawfully disclosed and used Robin’s trade
secrets to interfere with Robin’s potential contract with the Mariani Group, Plaintiffs’
Motion based on this argument must be denied.
53. 	Next, the Husqvarna Parties argue that Robin’s allegations fail because
they do not show the “economic advantage” that Robin lost as a result of Plaintiffs’
interference.65 	Again, the Court disagrees. 	Under North Carolina law, a plaintiff
asserting a claim for tortious interference with prospective economic advantage must
allege 	“what 	economic 	advantage 	was 	lost 	to 	plaintiff[ ] 	as 	a 	consequence 	of
defendants’ conduct[ ]” so that defendant knows the “character of the injury for which
he must answer.” 	Walker v. Sloan, 137 N.C. App. 387, 394–95 (2000) (cleaned up).
Robin alleges that it lost the profits that it would have realized from the contract that
it would have entered into with the Mariani Group but for Plaintiffs’ conduct.66 The
65 (Pls.’ Br. Supp. Mot. Dismiss 25.)
66 (Am. Countercls. ¶ 108.)

Husqvarna Parties thus have adequate notice of the “character of the injury” Robin
alleges, and their argument to the contrary fails.
54. 	Finally, the Husqvarna Parties argue that Robin’s claim is barred by the
economic loss rule because the claim arises from the purported breach of the
Confidentiality Agreement.67 	In North Carolina, the economic loss rule “prohibits
recovery for purely economic loss in tort, as such claims are instead governed by
contract law.” Lord v. Customized Consulting Specialty, Inc., 182 N.C. App. 635, 639
(2007). 	The rule’s premise is that “[t]he average plaintiff in a tort lawsuit does not
choose his or her tortfeasors[,]” while “[c]ontracting parties, by comparison, have the
ability to allocate risk among themselves at the outset of a transaction and are
encouraged to do so.” Crescent Univ. City Venture, LLC v. AP Atl., Inc., 2019 NCBC
LEXIS 46, at *76 (N.C. Super. Ct. Aug. 8, 2019) (citing Lord, 182 N.C. App. at 639).
55. 	The result is that “[t]he tort claim ‘must be grounded on a violation of a
duty imposed by operation of law, and the right invaded must be one that the law
provides without regard to the contractual relationship of the parties.’ ” 	Window
Gang Ventures, Corp. v. Salinas, 2019 NCBC LEXIS 24, at *24 (N.C. Super. Ct. Apr.
2, 2019) (quoting Rountree v. Chowan Cnty., 252 N.C. App. 155, 160 (2017)). In short,
“a plaintiff must allege a duty owed to him by the defendant [that is] separate and
distinct from any duty owed under a contract.” Artistic S., Inc. v. Lund, 2015 NCBC
67 (Pls.’ Br. Supp. Mot. Dismiss 25–26.)

LEXIS 113, at **23 (N.C. Super. Ct. Dec. 9, 2015) (quoting Akzo Nobel Coatings, Inc.
v. Rogers, 2011 NCBC LEXIS 42, at **48 (N.C. Super. Ct. Nov. 3, 2011)).
56. 	Robin alleges such a separate and distinct duty here. While the Husqvarna
Parties agreed to certain obligations under the Confidentiality Agreement, Robin
does not allege a contractual obligation that includes a duty not to interfere with
Robin’s relationship with the Mariani Group. To the extent that duty exists, it arises
under tort, not contract, and therefore the economic loss rule does not bar Robin’s
claim.
57. 	Accordingly, based on the above, the Court will grant Plaintiffs’ Motion and
dismiss Robin’s claim for tortious interference with prospective advantage to the
extent it is based on Plaintiffs’ alleged interference with AutoCut but will otherwise
deny the Motion to the extent Robin’s claim is based on Plaintiffs’ alleged interference
with the Mariani Group.
E. 	Unfair and Deceptive Trade Practices
58. 	The Husqvarna Parties next seek to dismiss Robin’s claim for unfair and
deceptive trade practices under N.C.G.S. § 75-1.1 (the “UDTPA”). 	Because Robin’s
claim 	is 	based, 	in 	substantial 	part, 	on 	the 	Husqvarna 	Parties’ 	alleged
misappropriation of Robin’s trade secrets and alleged tortious interference with
Robin’s prospective contract with the Mariani Group—claims that the Court has
concluded 	will 	survive 	dismissal 	under 	Rule 	12(b)(6)—Plaintiff’s 	Motion 	must
necessarily be denied. 	See, e.g., Charrah, LLC v. Sequoia Servs., LLC, 2020 NCBC
LEXIS 52, at *19 (N.C. Super. Ct. Apr. 17, 2020) (“[C]laims for misappropriation of

trade secrets and tortious interference with contract may form the basis of a UDTP
claim.”).
F. 	Breach of the Admission Agreement and Amended Admission Agreement68
59. 	Robin alleges that the Husqvarna Parties breached the Original and
Amended Admission Agreements by failing to make their APIs available to Robin as
promised and by failing to pay Robin $500,000 in early 2023 after the required
conditions precedent for that payment had been met.69 The Husqvarna Parties move
to dismiss on grounds that (i) Robin has failed to allege that Plaintiffs’ time to provide
the APIs to Robin has expired or, alternatively, that Plaintiffs have repudiated their
obligation to provide the APIs under the Agreements, and (ii) Robin relieved Plaintiffs
of any duty to make the $500,000 payment by repudiating the Agreements through
the March 6 Memo before the duty to make the payment was triggered.70
60. 	Turning to Plaintiffs’ initial contention first, the Court notes that “[t]he
elements of a claim for breach of contract are (1) [the] existence of a valid contract
and (2) breach of the terms of that contract.” Poor v. Hill, 138 N.C. App. 19, 26 (2000).
A claim is adequate under North Carolina’s notice pleading standard “if it gives
68 The parties stipulate that North Carolina law applies to the Admission Agreement and the
Amended 	Admission 	Agreement. 	(See 	Joint 	Stipulation 	Regarding 	Law 	Governing
Admission Agreements, ECF No. 70.) Under North Carolina’s choice-of-law principles, “the
interpretation of a contract is governed by the law of the place where the contract was made.”
Tanglewood Land Co. v. Byrd, 299 N.C. 260, 262 (1980). The Court therefore infers that the
parties have concluded that the Admission Agreements were negotiated and executed in
North Carolina and will accordingly apply North Carolina law.
69 (Am. Countercls. ¶¶ 115–23.)
70 (Pls.’ Br. Supp. Mot. Dismiss 14–16.)

sufficient notice of the claim asserted to enable the adverse party to answer and
prepare for trial, to allow for the application of the doctrine of res judicata, and to
show the type of case brought.” Sutton v. Duke, 277 N.C. 94, 102 (1970) (cleaned up).
61. 	Where, as here, the time of performance is not provided in the contract, “the
law implies a reasonable time standard within which performance may be required.”
Harris 	& 	Garganus, 	Inc. 	v. 	Williams, 	37 	N.C. 	App. 	585, 	589 	(1978). 	The
determination of what constitutes a reasonable time for performance requires “taking
into account the purposes the parties intended to accomplish.” 	Rodin v. Merritt, 48
N.C. App. 64, 72 (1980) (citation omitted). 	This determination presents a “mixed
question of law and fact[.]” 	Fletcher v. Jones, 314 N.C. 389, 396–97 (1985). 	North
Carolina “authority is to the effect that, where this question of reasonable time is a
debatable one, it must be referred to the jury for decision[,]” Holden v. Royall, 169
N.C. 676, 678 (1915), unless “the facts are undisputed and different inferences cannot
be reasonably drawn from them,” Fletcher, 314 N.C. at 397.
62. 	Robin alleges 	that 	the 	Original and Amended Admission 	Agreements
required the Husqvarna Parties to provide access to the APIs, that the Husqvarna
Parties failed to provide the promised access, and that Plaintiffs’ failure to provide
access to the APIs has harmed Robin and impaired the value of its software.71
Although Robin has not specifically pleaded that the time for performance has
expired, our appellate courts have recognized that “the failure to assert when a
party’s performance becomes due is not, standing alone, fatal to a claim for breach of
71 (Am. Countercls. ¶ 52.)

contract” under North Carolina law. 	Ward v. Nucapital Assocs., No. COA14-1249,
2015 N.C. App. LEXIS 602, at *7 (N.C. Ct. App. July 21, 2015); see also, e.g., Sockwell
& Assocs. v. Sykes Enters., 127 N.C. App. 139, 142 (1997) (pleading “[s]pecificity of
payment due dates is not required to show breach of contract for nonpayment[ ]”);
Loray Master Tenant, LLC v. Foss N.C. Mill Credit 2014 Fund I, LLC, 2022 NCBC
LEXIS 1, at *29–30 (N.C. Super. Ct. Jan. 11, 2022) (holding that “[p]laintiffs’ failure
to specifically plead that . . . payment was not made ‘within a reasonable time’ is
without consequence . . . because [p]laintiffs have pleaded facts and made allegations
that effectively convey the very same thing[ ]”).
63. 	As to the timing of performance, the Court notes that Robin alleges that the
Original Admission Agreement was entered into on 27 May 2021, the Amended
Agreement was entered into on 8 September 2022, and the Amended Counterclaims
alleging nonperformance were filed on 13 July 2023. 	Robin’s amended pleading is
replete with allegations permitting an inference that Plaintiffs’ performance was
required before the Amended Counterclaims were filed.72 	Accordingly, the Court
concludes that Robin’s Motion seeking dismissal of Robin’s breach of contract claim
for failure to allege time of performance should be denied.
64. 	Plaintiffs’ arguments seeking dismissal of Robin’s claim based on Robin’s
alleged 	repudiation 	excusing 	the 	missed 	$500,000 	payment 	fare 	no 	better.
Repudiation occurs when one party makes “a positive statement” to the other party
“indicating he will not or cannot substantially perform his contractual duties.” Millis
72 (Am. Countercls. ¶¶ 54, 56, 118.)

Constr. Co. v. Fairfield Sapphire Valley, Inc., 86 N.C. App. 506, 510 (1987). 	“[T]o
result in a breach of contract, ‘the refusal to perform must be of the whole contract or
of a covenant going to the whole consideration, and must be distinct, unequivocal,
and absolute[.]’ ” 	Profile Invs. No. 25, LLC v. Ammons E. Corp., 207 N.C. App. 232,
237 (2010) (emphasis added) (quoting Edwards v. Proctor, 173 N.C. 41, 44 (1917)).
Moreover, such a refusal to perform “is not a breach of contract unless it is treated as
such by the adverse party.” Edwards, 173 N.C. at 44.
65. 	As an initial matter, Robin’s March 6 Memo is not a “distinct, unequivocal,
and absolute” refusal to perform the Agreements. 	Although the Memo states that
“[Robin] cannot continue forward as things currently stand,” it also states that Robin
“look[s] forward to moving forward quickly and productively in a manner that will
benefit both parties” and that Robin “remain[s] open to discussion on these issues.”73
As such, the Memo could reasonably be interpreted as an invitation to negotiate and
not simply as an absolute or unequivocal refusal to perform.
66. 	In addition, Robin’s Amended Counterclaims do not permit an inference that
the 	Husqvarna 	Parties 	treated 	the 	March 	6 	Memo 	as 	a 	repudiation 	of 	the
Agreements. 	To the contrary, Robin alleges that Plaintiffs met and exchanged e-
mails with Robin after receiving the Memo, subsequently provided a term sheet to
73 (Pls.’ Opp’n Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin Technologies Ex.
A, ECF No. 17.1.)

Robin,74 and called Robin’s CEO the weekend before initiating litigation,75 in what
Plaintiffs’ general counsel termed as “productive” efforts to resolve the disputes
presented in the Memo.76 	Rather than treat the Memo as a repudiation, Robin’s
allegations permit the inference that the Husqvarna Parties treated the Memo as an
invitation to negotiate, which they accepted. 	It was only after these negotiations
failed that Plaintiffs decided to file suit alleging anticipatory breach of contract.77
Accordingly, since Robin’s allegations do not establish Robin’s repudiation as a
matter of law, Plaintiffs’ Motion based on this contention must be denied.
G. 	Breach of Implied Covenant of Good Faith and Fair Dealing
67. 	The Husqvarna Parties seek dismissal of Robin’s claim for breach of the
implied covenant of good faith and fair dealing on the same grounds that they seek
dismissal of Robin’s claims for breach of the Admission Agreements. 	Under North
Carolina law, “where a party’s claim for breach of the implied covenant of good faith
and fair dealing is based on the same acts as its claim for breach of contract, we treat
the former claim as ‘part and parcel’ of the latter.” Cordaro v. Harrington Bank, FSB,
260 N.C. App. 26, 38–39 (2018). Since Robin’s implied covenant claim is based on the
same acts as its claim for breach of contract, the Court’s denial of Plaintiffs’ Motion
74 (Am. Countercls. ¶ 71.)
75 (Am. Countercls ¶ 71.)
76 (Am. Countercls. ¶ 70.)
77 (Compl. ¶¶ 101–14.)

on the contract claim compels the same result on Plaintiffs’ Motion seeking dismissal
of the implied covenant claim.
H. 	Breach of the Confidentiality Agreement
68. 	Robin alleges that the Husqvarna Parties breached the Confidentiality
Agreement by using Robin’s confidential information to create their own fleet and
puck system and subscription program and by soliciting one of Robin’s employees to
work for the Husqvarna Parties.78
69. 	The Husqvarna Parties argue that Robin’s claim should be dismissed for
failure to allege how Plaintiffs breached the Confidentiality Agreement, pointing out
that Robin did not attach the contract at issue to the Amended Counterclaims or
identify the specific provisions Plaintiffs allegedly breached.79
70. 	As noted above, North Carolina permits notice pleading, see N.C. R. Civ. P.
8(a), and it is well-settled under North Carolina law that “claims for breach of
contract are ‘not subject to heightened pleading standards[,]’ ” Vanguard Pai Lung,
LLC v. Moody, 2019 NCBC LEXIS 39, at *10 (N.C. Super. Ct. June 19, 2019) (quoting
78 (Am. Countercls. ¶¶ 129–35.)
79 (Pls.’ Br. Supp. Mot. Dismiss 16–18.) The Court notes that at the Hearing, Robin presented
a demonstrative exhibit that included an image of what appeared to be the Confidentiality
Agreement. The Court sustained the Husqvarna Parties’ objection to the presentation of this
document because the proffered provisions were not in the record. 	Accordingly, the Court
will rely only on the allegations in the Amended Counterclaims and the referenced
documents.
The Husqvarna Parties also objected at the Hearing to the Court’s consideration of an image
of an e-mail from Plaintiffs’ employee to Fahey. The Court overruled this objection because
the proffered exhibit was submitted by the Husqvarna Parties in support of a separate brief
and incorporated by Robin into the Amended Counterclaims. 	(See ECF No. 17.7; Am.
Countercls. ¶ 81.)

AYM Techs., LLC v. Rodgers, 2018 NCBC LEXIS 14, at *52 (N.C. Super. Ct. Feb. 9,
2018)).
71. 	Robin has alleged that under the Confidentiality Agreement, the Husqvarna
Parties had an obligation (i) to use Robin’s confidential information only to the extent
necessary for the Husqvarna Parties’ and Robin’s cooperative creation of fleet
management software, and (ii) not to solicit Robin’s directors, officers, or employees
to work for the Husqvarna Parties.80 	Robin asserts that the Husqvarna Parties
breached these obligations by using the confidential information for the Husqvarna
Parties’ own fleet and puck system and subscription program and by attempting to
hire Robin’s head of sales.81
72. 	The Court concludes that these allegations are adequate to establish the
elements of a claim for breach of contract and to put Plaintiffs on notice of the events
that give rise to Robin’s claim. 	See, e.g., Maxwell Foods, LLC v. Smithfield Foods,
Inc., 2023 NCBC LEXIS 20, at **14 (N.C. Super. Ct. Feb. 3, 2023) (noting that
“naming 	a 	specific 	contractual 	provision 	by 	paragraph 	number 	or 	quoting 	its
language would make the claim more clear[,]” but that “notice pleading rules do not
require that level of detail[ ]”). Accordingly, the Court will deny Plaintiffs’ Motion to
80 (Am. Countercls. ¶¶ 131, 133.)
81 (Am. Countercls. ¶¶ 79–81, 132.)

the extent it seeks dismissal of Robin’s claim for breach of the Confidentiality
Agreement.
IV.
CONCLUSION
73. 	WHEREFORE, for the reasons set forth above, the Court hereby GRANTS
in part and DENIES in part the Motion as follows:
a. 	The Motion is GRANTED as to Robin’s claims for breach of fiduciary
duty, constructive fraud, and tortious interference with a prospective
contract with AutoCut, and those claims are hereby DISMISSED with
prejudice; and
b. 	The Motion is DENIED as to Robin’s claims for misappropriation of
trade secrets, unfair and deceptive trade practices under N.C.G.S. § 75-
1.1, tortious interference with a prospective contract with the Mariani
Group, and breach of the Admission Agreements, the implied covenant
of good faith and fair dealing, and the Confidentiality Agreement, and
those claims shall proceed to discovery.
SO ORDERED, this the 28th day of November, 2023.
/s/ Louis A. Bledsoe, III
Louis A. Bledsoe, III
Chief Business Court Judge