Londry v. Stream Realty Partners, L.P.

Londry v. Stream Realty Partners, L.P., 2025 NCBC 31.

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
MECKLENBURG COUNTY 23CVS012833-590

JARED RAYMOND LONDRY and
POINTBLANK VENTURES, LLC,

Plaintiffs,

v.
ORDER AND OPINION ON MOTIONS
STREAM REALTY PARTNERS, FOR SUMMARY JUDGMENT
L.P., STREAM REALTY
PARTNERS-CHARLOTTE, L.P.,
and DANIEL FARRAR,

Defendants.

1. THIS MATTER is before the Court on Defendants’ Motion for Summary

Judgment (Defendants’ Motion), (ECF No. 42), and Plaintiffs’ Motion for Partial

Summary Judgment (Plaintiffs’ Motion), (ECF No. 44), (collectively, the Motions).

2. In 2020, Plaintiff Jared Raymond Londry (Londry) accepted employment as

a real estate broker with Stream Realty Partners-Charlotte, L.P. (Stream Charlotte).

He contends that he became a limited partner in the firm. Defendants maintain that

he was never a partner.

3. In addition, while employed by Stream Charlotte, Londry worked on a deal

involving the sale of seventeen parcels of land in South Carolina (the PBC Deal). He

terminated his employment with Stream Charlotte shortly before the PBC Deal

closed. Both sides claim entitlement to the resulting commission. Defendants ask

the Court to grant summary judgment against Plaintiffs on their claims, and
Plaintiffs argue affirmatively for summary judgment in their favor on their claim to

the commissions. 1

4. The Court, having considered the Motions, the exhibits submitted in

support of and in opposition to the Motions, the related briefing, other relevant

matters of record, and the arguments of counsel at a hearing on the Motions held 18

February 2025, concludes for the reasons stated below that Defendants’ Motion

should be GRANTED in part and DENIED in part, and Plaintiffs’ Motion should

be DENIED.

TLG Law, by David G. Redding and Tyler A. Rhoades, for Plaintiffs
Jared Raymond Londry and Pointblank Ventures, LLC.

Jackson Lewis P.C., by Daniel Leake II, and Kathleen K. Lucchesi, and
Moore & Van Allen PLLC, by Scott M. Tyler and Katherine McDiarmid,
for Defendants Stream Realty Partners, L.P., Stream Realty Partners-
Charlotte, L.P., and Daniel Farrar.

Earp, Judge.

I. FACTUAL BACKGROUND

5. The Court does not make findings of fact on a motion for summary

judgment. Instead, the Court summarizes material facts it considers to be

uncontested. See, e.g., Vizant Techs., LLC v. YRC Worldwide, Inc., 373 N.C. 549, 551

(2020).

1 Neither Motion addresses Defendants’ counterclaims for breach of fiduciary duty against

Londry and tortious interference with prospective business relations/economic advantage
against both Plaintiffs. (See generally Defs.’ Answer and Countercl. to Pls.’ Am. Compl.
[Defs.’ Answer and Countercl.], ECF No. 33.)
6. Londry is a real estate broker licensed in North and South Carolina. (First

Am. Compl. [Am. Compl.] ¶¶ 7–8, ECF No. 32.) Defendant Daniel Farrar (Farrar) is

a minority (30%) owner of Stream Charlotte who has worked in the property

development and brokerage business for several years. (Am. Compl. ¶ 9; Defendants’

Memo. of Law in Supp. of Mot. for Summ. J. [Defs.’ Memo.], Video Dep. of Jared R. Londry

[Defs.’ Londry Dep.] 58:21−25, ECF No. 43.2.) The majority (70%) owner of Stream

Charlotte is Stream Realty Partners, LP (Stream). (Defs.’ Londry Dep. 58:21–25.)

A. Londry’s Recruitment to Stream Charlotte

7. Londry and Farrar have been friends for more than a decade. (Defs.’

Memo., Exhibit A Dep. of Daniel P. Farrar [Defs.’ Farrar Dep.] 21:13−20, ECF No.

43.1.) In 2019, Farrar began recruiting Londry to work for Stream Charlotte, a

commercial real estate limited partnership that provides services including leasing,

property management, construction management, marketing, and sales. (Defs.’

Farrar Dep. 23:17–24:12; Aff. of Daniel Farrar in Supp. of Defs.’ Opp’n to Pls.’ Mot.

for Injunctive Relief [Farrar Aff.] ¶ 6, ECF No. 43.28.)

8. Londry and Farrar discussed a position in which Londry would oversee each

of the firm’s service lines and assist in growing the business. Meanwhile, Farrar’s

focus was to be on finding deals. (Defs.’ Londry Dep. 37:14–16; Defs.’ Farrar Dep.

30:20–31:14.) These conversations continued periodically until late 2020. (Defs.’

Londry Dep. 32:3−8.)

9. On 24 September 2020, Londry traveled to Dallas, Texas to meet with Chris

Jackson (Jackson), Stream Charlotte’s President, and other partners of Stream to
discuss the possibility of Londry joining Stream Charlotte. (Pls.’ Memo. in Opp. to

Defs.’ Mot. for Summary Judgment [Pls.’ Memo.], Exhibit E, Jackson 9/22/20 Email,

ECF No. 50.5.) Prior to the meeting, Farrar told Londry that Jackson and the other

partners in Dallas would be the ones to make a final decision regarding Londry’s

possible partnership. (Defs.’ Farrar Dep. 68:6–16.) Shortly after the meeting, on 12

October 2020, Londry was offered the position of Executive Managing Director of

Stream Charlotte. (Defs.’ Memo., Exhibit D, Jackson 10/12/20 Email: Stream Offer,

ECF No. 43.4.)

10. Over the next few days, Londry and Jackson exchanged emails in which

they negotiated the terms of Londry’s employment, specifically his job title, his

compensation, and his eligibility for partnership. (Defs.’ Memo., Exhibit E, Jackson

10/15/20 Email: Stream Offer, ECF No. 43.5.) Londry made clear that ownership was

“very important to [him] and something [he] had anticipated as part of the structure

immediately.” (Defs.’ Exhibit E, Jackson 10/15/2020 Email: Stream Offer.) However,

Jackson explained that Stream Charlotte’s policy was for individuals to be employed

for a period of time before becoming owners. (Defs.’ Londry Dep. 54:2–11.)

11. Jackson’s position with respect to Londry’s ability to become a partner

prompted conversations between Farrar and Londry in which Londry alleges that

Farrar agreed to give Londry half of Farrar’s 30% ownership interest in Stream

Charlotte. According to Londry, the two shook hands in agreement. (Defs.’ Londry

Dep. 54:12–20, 57:20–24.)
12. Stream Charlotte sent Londry an Employment Agreement on 23 October

2020. The Employment Agreement established Londry’s title as Executive Managing

Director at a base salary of $120,000 and a $180,000 draw against commissions.

Londry was also to receive “20% of Stream Charlotte’s position in the ownership

entity” of any acquisition that was sourced or developed by him and in which he

participated in the processing, closing, and sale. Londry executed the Employment

Agreement on 28 October 2020. (Defs.’ Memo, Exhibit G, Employment Agreement

[Employment Agreement], ECF No. 43.7.)

13. The Employment Agreement specified that Londry would “be considered for

partnership in the Stream Charlotte partnership within one year of [his] anniversary

date.” (Employment Agreement at 1.) Even so, the Employment Agreement provided

that Londry would be immediately eligible to receive compensation in the form of a

profit participation equal to fifteen percent (15%) based on the profits from the

Charlotte office deals. (Defs.’ Exhibit E, 10/15/2020 Email from Londry to Jackson

RE: Stream Offer.) These distributions were to be paid “in accordance with the other

partners in the office.” (Employment Agreement at 2.) But because the office was

not profitable during Londry’s tenure, no distributions were ever made. (Defs.’ Farrar

Dep. 101:18–25.)

14. Despite their earlier discussions, as part of the arrangement to employ

Londry at Stream Charlotte, Farrar agreed to transfer half of his 30% ownership—

not to Londry—but back to Stream, making Stream an 85% owner in Stream

Charlotte. (Defs.’ Memo., Exhibit F, Jackson Email 11/18/20, ECF No. 43.6.) Londry
admits that he did not sign any partnership agreement and that he never discussed

with Farrar how Stream Charlotte’s losses would be shared. (Defs.’ Londry Dep.

54:21–24, 193:7–17.) Londry testified that in concluding that he was a partner in

Stream Charlotte he relied on statements made by Farrar in which Farrar referred

to him as “partner,” including “I’m more fired up that we are partners” and “I am

blessed to have you as a partner.” (Pls.’ Memo., Exhibit LL, ECF No. 50.37; Pls.’

Memo., Exhibit MM, ECF No. 50.38.)

B. Londry’s Employment with Stream Charlotte

15. Londry began working for Stream Charlotte on 1 December 2020. (Defs.’

Memo., Exhibit H, Londry Email 11/30/20, ECF No. 43.8; Defs.’ Londry Dep. 32:1–2.)

As Executive Managing Director, Londry was responsible for office operations,

including (1) building Stream’s presence in the Carolinas; (2) sourcing, winning, and

executing Stream’s service lines of business; (3) uncovering and executing

acquisitions and development opportunities; (4) identifying, recruiting, and retaining

talented team members; and (5) teaming with other Stream offices for the general

success of all Stream business lines and offices. (Employment Agreement at 1; Farrar

Aff. ¶ 10.)

16. During his time at Stream Charlotte, Londry helped establish Stream’s

presence in both Raleigh and Greenville, North Carolina. (Defs.’ Farrar Dep. 94:21–

95:6.) He also assisted in recruiting at least two employees to Stream Charlotte.

(Defs.’ Farrar Dep. 96:5–97:15.)
17. Nevertheless, by November 2021, Farrar was concerned about Londry’s

performance. (Defs.’ Farrar Dep. 190:14–24.) By early 2022, Farrar had grown

frustrated with Londry’s lack of leadership and his complaints regarding the division

of duties between Farrar and himself. (Pls.’ Memo., Exhibit J, Londry and Farrar

Email 4/8/22, ECF No. 50.10; Pls.’ Memo., Exhibit K, ECF No. 50.11; Pls.’ Memo.,

Exhibit H, ECF No. 50.8.) Even so, Farrar waived repayment of Londry’s draw on at

least one occasion when Londry did not have the commissions to cover it. (Defs.’

Londry Dep. 142:12–143:1.)

18. In May 2022, Londry and Farrar traveled to Dallas to meet with Jackson

and present Londry’s ideas for the restructuring of Stream Charlotte’s office. (Pls.’

Memo., Exhibit L, ECF 50.13.) Jackson rejected Londry’s suggestions during the

meeting even though, according to Londry, Farrar had reviewed and approved the

recommendations prior to the meeting. (Pls.’ Memo. Exhibit L; Pls.’ Memo., Exhibit

A, Dep. of Daniel P. Farrar [Pls.’ Farrar Dep.] 238:1–22, ECF No. 50.1; Pls.’ Memo.,

Exhibit C. Video Dep. of Jared R. Londry [Pls.’ Londry Dep.] 282:5–283:3, ECF No.

50.3.) Following this meeting, Farrar had private conversations with Jackson

regarding his dissatisfaction with Londry’s work for Stream Charlotte. (Pls.’ Farrar

Dep. 266:15–25.)

19. By November 2022, Londry had decided that he would no longer focus on

leading the daily operations of the office and would instead focus on investment sales.

(Defs.’ Farrar Dep. 265:8–15.) On 28 November 2022, Farrar called a meeting with

Londry to discuss “redefining” Londry’s role at Stream Charlotte. (Defs.’ Farrar Dep.
264:2–265:5.) Londry was directed to step down from his co-market leader role.

(Defs.’ Londry Dep. 142:1–3.) In his new role, Londry was to oversee only the capital

markets team. He was no longer to receive 15% of the office’s profits but would

instead receive 15% of the profits generated by that single team. (Pls.’ Memo, Exhibit

P, Farrar and Londry December Text Messages, ECF No. 50.15; 2 Farrar Dep. 265:1–

5.) Although Farrar had conversations with Jackson regarding the change in

Londry’s role, Farrar testified that the decision to change Londry’s position was

ultimately his call. (Pls.’ Farrar Dep. 274:14–22.)

20. On 6 January 2023, Londry informed Farrar that he planned to leave

Stream Charlotte and start his own company. (Defs.’ Memo., Exhibit I, Liz Farrar

Email 1/6/23, ECF No. 43.9.) Londry said that he would stay with Stream Charlotte

until two of the deals on which he had been working−Chadbourn Mill (Chadbourn)

and Grinnell WaterWorks (Grinnell)−closed in April or May. (Defs.’ Londry Dep. 160:

3–19.)

21. However, on 19 February 2023, Londry informed Farrar that his last day

at Stream Charlotte would be 31 March 2023. (Pls.’ Memo., Exhibit R, Londry and

Farrar February Text Messages, ECF No. 50.17.) A few days later, Farrar informed

Londry that his departure date had been accelerated to 10 March 2023. (Pls.’ Memo.,

Exhibit T, Londry 2/23/23 Email, ECF No. 50.19.)

22. On 22 February 2023, Londry established Alpha Advisors LLC (Alpha) and

became its sole member. (Defs.’ Londry Dep. 158:14–25.) Alpha then became

2 On the NCBC Docket, this exhibit is labeled as Exhibit O. However, in Plaintiffs’ Memo.
and on the actual document, it is referred to as Exhibit P. The Court cites to it as Exhibit P.
Pointblank Ventures, LLC (Pointblank), a North Carolina limited liability company,

on 14 July 2023. (Defs.’ Londry Dep. 159:3–12.)

23. Before he left, Londry exchanged emails with Farrar regarding the

outstanding deals on which Londry’s team had been working. (Defs.’ Memo., Exhibit

J, Londry 2/28/23 Email, ECF No. 43.10; Defs.’ Memo., Exhibit V, Londry Email: Deal

Updates 3/24/23, ECF No. 43.22.) There were eight, (Grove, Porter, Mint+Church,

Coastal Commerce, Volvo, Garner, Meridian, and Velocity). Londry asserted that he

was entitled to 15% of the profits from those deals once they closed. (Defs.’ Exhibit

J, Londry 2/28/23 Email.) He also demanded 10% of the development fees or “sweat

equity” for the Mint + Church and Grove deals. (Defs.’ Exhibit J, Londry 2/28/23

Email.)

24. According to Farrar, the Grove deal did not close (Defs.’ Farrar Dep.

305:19–24); however, the record is unclear regarding whether any of the other deals

closed. For his part, Farrar told Londry that Stream Charlotte no longer invests in

deals (Defs.’ Exhibit J, Londry 2/28/23 Email), and that sweat equity “doesn’t remain

in place after people are gone from Stream.” (Defs.’ Exhibit J, Londry 2/28/23 Email.)

He testified that Stream Charlotte did not have an ownership stake in the deals in

question. (Defs.’ Farrar Dep. 302:10–24.)

25. Londry and Farrar also discussed two other deals, Chadbourn and Grinnell,

both of which were set to close between April and May of 2023. (Defs.’ Exhibit V,

Londry Email: Deal Updates 3/24/23.) Londry said he planned to split his

commissions with Alexander Olofson (Olofson), a Senior Associate who had worked
closely with him on those deals. (Defs.’ Exhibit V, Londry Email: Deal Updates

3/24/23; Aff. of Alexander Olofson [Olofson Aff.] ¶ 2, ECF No. 22.2.) Since the filing

of this Complaint, both Chadbourn and Grinnell have closed, and Londry has been

paid for those deals. (Defs.’ Farrar Dep. 301:12–21.)

C. The PBC Deal

26. Farrar and Londry also discussed the large PBC Deal involving seventeen

properties in South Carolina (the PBC Property). Londry had worked with RCC

Investors 1091 Morrison, LLC (RCC), the seller of the properties since March 2021 to

find a buyer and broker a deal. (Aff. of David Londry [Londry Aff.] ¶ 7, ECF No. 11.)

Olofson began assisting Londry with the PBC Deal in April 2021. (Defs.’ Memo,

Exhibit K, Dep. of Alex C. Olofson [Olofson Dep.] 14:9–15, ECF No. 43.11.)

27. Sometime in 2021, Londry identified a potential purchaser with which he

had a prior relationship, Asana Partners, LP (Asana). (Defs.’ Londry Dep. 121:18–

122:5.) Despite the fact that Farrar testified that it is standard practice at Stream

Charlotte to obtain a listing agreement shortly after a prospective client is identified

in order to establish an obligation on the part of the seller to pay a commission at

closing, Londry never secured a listing agreement with RCC prior to his departure

from Stream Charlotte. (Defs.’ Londry Dep. 161:10–19; Olofson Dep. 17:4–8; Farrar

Aff. ¶ 16.) Londry explained that he believes the timing of securing a listing

agreement should be variable and depends on the client and the amount of trust in

the relationship. (Defs.’ Londry Dep. 162:4–17.)
28. Asana made several offers to purchase the PBC Property prior to Londry’s

departure from Stream Charlotte in early 2023. (Olofson Dep. 37:10–18.) In

December 2022, Asana told Londry it was interested in making a revised offer. (Defs.’

Memo. Exhibit L, 5/2/2023 Email from Olofson to Michael Heintz RE: Revencliff –

Pacific Box Underwriting Email, ECF No. 43.12.) In response, RCC compiled a due

diligence report for Londry to present to Asana. (Defs.’ Exhibit L.) Londry testified

that the last communication he received from Asana before departing Stream

Charlotte suggested to him that a deal was still a couple years away. (Pls.’ Memo.,

Exhibit V, Zoukis Email 3/7/23, ECF No. 50.21.)

29. After leaving Stream Charlotte, Londry told Farrar that the PBC Property

was not under contract and that the “seller side [was] holding his ground on price and

gap [was] too wide.” (Defs.’ Exhibit V, Londry Email: Deal Updates 3/24/23.) Londry

told Farrar that Stream Charlotte was free to pursue the PBC Deal independently.

(Defs.’ Exhibit V, Londry Email: Deal Updates 3/24/23.)

30. Meanwhile, Londry continued to pursue the PBC Deal on behalf of his new

firm, Alpha. Asana submitted an offer on 13 March 2023 that was rejected by RCC,

another offer on 22 March 2023 that was also rejected by RCC, and a final offer on 31

March 2023. The final offer was accepted. (Pls.’ Memo., Exhibit X, Londry Email

3/13/23, ECF No. 50.23; Pls.’ Memo., Exhibit Y, Muse Email 3/22/23, ECF No. 50.24;

Pls.’ Memo., Exhibit Z, Londry Email 3/31/23, ECF No. 50.25; Pls.’ Memo., Exhibit

AA, Londry Email 4/3/23, ECF No. 50.26.) During these negotiations, Londry sent

an email to Asana warning to “keep [the PBC] transaction 1000% internal to the
Asana walls” because “[s]omeone who’s (sic) name I wont (sic) mention said they had

heard you (sic) buying this portfolio.” (Defs.’ Memo., Exhibit W, 3/31/2023 Email from

Muse to Londry RE: Asana Partners – Term Sheet – Raven Cliff Portfolio, ECF No.

43.23.) Despite the fact that he was communicating with Stream Charlotte about the

PBC Deal during March 2023, Londry did not inform Olofson or Farrar of

developments with respect to the sale. (Defs.’ Londry Dep 234:21–25.)

31. It was not until after RCC accepted Asana’s final offer that Londry finally

sent RCC a draft listing agreement with his new firm, Alpha. (Defs.’ Memo., Exhibit

X, 4/3/2023 Email from Londry to Zoukis RE: SC Listing Agreement, ECF No. 43.24.)

RCC responded on 3 April 2023 requesting that the agreement include an

indemnification provision against any potential claims made by Stream. (Defs.’

Memo. Exhibit Y, 4/3/2023 Email from Londry to Zoukis RE: Raven Cliff — Term

Sheet, ECF No. 43.25.)

32. The final listing agreement between RCC and Alpha was executed on 11

May 2023. RCC appointed Alpha as its sole agent and agreed to pay a 0.65%

commission. (Defs.’ Memo., Exhibit Z Listing Agreement for Sale [Listing

Agreement], ECF No. 43.26; Listing Agreement Exhibit A.) The Listing Agreement

included the discussed indemnity provision:

Indemnity. Alpha and Jared Londry hereby indemnify [RCC] against,
and agree to hold harmless and defend (with counsel reasonably
acceptable to [RCC]) [RCC] from and against any and all losses, claims,
costs, expenses, demands, reasonable attorney’s fees, suits, liabilities,
judgments and damages caused by or related to (a) any claim of
brokerage commission or finder’s fees or any other like payment claims
by any broker, individual or entity, including but not limited to
[Stream], other than a broker which [RCC] has engaged, and (b) any
negligent acts, omissions, misconduct, or the breach of any of the terms
of this Agreement by the (sic) Alpha, Jared Londry, any co-broker
engaged by Alpha or either of such parties employees or agents. The
provisions of this Paragraph 10 shall survive the expiration or earlier
termination of this agreement.

(Listing Agreement ¶ 10.)

33. On 18 May 2023, RCC and Asana executed a purchase agreement for the

PBC Property. (Defs.’ Memo., Exhibit AA Agreement of Purchase and Sale [Purchase

Agreement], ECF No. 43.27.) The Purchase Agreement represented that Alpha

(Agent: Jared Londry) was the sole broker and would be paid a commission pursuant

to the Listing Agreement. (Purchase Agreement § 12.)

34. Farrar learned of the closing on 18 May 2023, when Olofson was

inadvertently copied on an email between Asana and Londry. (Olofson Dep. 85:10–

24.) He contacted RCC to ask whether Stream Charlotte was included as a broker in

the Listing Agreement. (Defs.’ Farrar Dep. 330:24–331:6.) Farrar testified that he

told RCC that he was asking for clarification, and he did not want to “f [the] deal up.”

(Defs.’ Londry Dep. 10:8–19; Farrar Aff. ¶ 21.) Farrar then contacted Londry, Asana,

and RCC requesting that the parties enter into an escrow agreement for the portion

of the commission that Stream Charlotte and Olofson would have received had the

listing agreement been executed during Londry’s employment with Stream Charlotte.

(Farrar Aff. ¶ 23.) Londry contends that he had no choice but to agree to the

arrangement because to do otherwise would have risked the deal. (Londry Aff. ¶ 28.)

35. On 31 August 2023, Alpha, Londry, and Stream Charlotte entered into an

Escrow Agreement. (Defs.’ Memo., Exhibit DD Escrow Agreement [Escrow
Agreement], ECF No. 43.30.) The Escrow Agreement provided that $235,235.00 of

the commission on the PBC deal would go to Alpha, while the remaining $375,765.00

would be held in escrow until joint written release/disbursement instructions were

entered into by Alpha and Stream Charlotte. (Escrow Agreement ¶ 2.) The

$375,765.00 remains in escrow. (Farrar Aff. ¶ 25.)

II. PROCEDURAL BACKGROUND

36. Londry initiated this action by filing a Complaint on 25 July 2023. The

Complaint asserts claims for: (1) breach of contract against Stream; (2) breach of

contract against Stream Charlotte; (3) breach of partnership agreement against

Farrar; (4) breach of fiduciary duty against Farrar; (5) fraud against Farrar, and (6)

unfair and deceptive trade practices against all Defendants. (See generally Compl.,

ECF No. 3.) 3

37. Londry subsequently filed a Motion to Amend Complaint on 25 January

2024 seeking to add Pointblank (formerly Alpha) and a claim for wrongful

interference with contract. (Pls.’ Mot. to File Am. Compl., ECF No. 24.) The Court

granted Londry’s Motion for Leave to Amend on 29 February 2024, (ECF No. 30), and

Plaintiffs filed an Amended Complaint on 4 March 2024. (See Am. Compl.)

38. On 3 April 2024, Defendants filed their answer and affirmative defenses.

Additionally, Stream Charlotte asserted counterclaims for (1) breach of fiduciary duty

3 Londry then filed a Motion for Preliminary Injunction on 25 October 2023, seeking an order
requiring Defendants to execute a joint written release and disbursement instructions
directing the disbursement of the escrowed funds. (Mot. for Inj. Relief, ECF No. 9.) The
Court denied the motion for injunctive relief by Order dated 28 December 2023. (Order on
Mot. for Inj. Relief, ECF No. 23.)
against Londry; and (2) tortious interference with prospective business

relations/economic advantage against both Londry and Pointblank. (Defs.’ Answer

and Countercl.) On 3 May 2024, Plaintiffs replied to Stream Charlotte’s

counterclaims. (Pls.’ Reply to Countercl., ECF No. 35.)

39. Following discovery, Defendants filed their Motion for Summary Judgment

on all Plaintiffs’ claims. (Defs.’ Mot. for Summ. J., ECF No. 42.) Thereafter, Plaintiffs

filed their own Motion for Partial Summary Judgment with respect to their claim for

wrongful interference with contract against Stream, Stream Charlotte, and Farrar.

(Pls.’ Mot. for Partial Summ. J., ECF No. 44.)

40. After full briefing, the Court held a hearing on the Motions on 18 February

2025. All parties were represented by counsel. (See Not. of Hr’g, ECF No. 49.)

41. The Motions are now ripe for disposition.

III. LEGAL STANDARD

42. Summary judgment is appropriate “if the pleadings, depositions, answers

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

there is no genuine issue as to any material fact and that [the movant] is entitled to

judgment as a matter of law.” N.C. R. Civ. P. 56(c).

43. Genuine issues of material fact are those “which can be maintained by

substantial evidence.” Kessing v. Nat’l Mortg. Corp., 278 N.C. 523, 534 (1971).

“Substantial evidence is such relevant evidence as a reasonable mind might accept

as adequate to support a conclusion and means more than a scintilla or a permissible
inference.” Daughtridge v. Tanager Land, LLC, 373 N.C. 182, 187 (2019) (citation

and internal quotation marks omitted).

44. In reviewing a motion for summary judgment, the Court must consider all

evidence in the light most favorable to the non-moving party. Belmont Ass’n v.

Farwig, 381 N.C. 306, 310 (2022). Parties moving for summary judgment have the

burden of establishing the lack of any triable issue of fact. Pembee Mfg. Corp. v. Cape

Fear Constr. Co., 313 N.C. 488, 491 (1985).

45. A movant may satisfy its burden by proving that “an essential element of

the opposing party’s claim does not exist, cannot be proven at trial, or would be barred

by an affirmative defense, or by showing through discovery that the opposing party

cannot produce evidence to support an essential element of [the] claim[.]” Dobson v.

Harris, 352 N.C. 77, 83 (2000) (citations omitted). Should the movant satisfy its

burden, “then the burden shifts to the non-moving party to ‘set forth specific facts

showing that there is a genuine issue for trial.’ ” Lowe v. Bradford, 305 N.C. 366,

369–70 (1982) (quoting N.C. R. Civ. P. 56(e) (emphasis omitted)).

46. Affirmative summary judgment on a party’s own claim for relief carries an

even greater burden. Brooks v. Mt. Airy Rainbow Farms Ctr., Inc., 48 N.C. App. 726,

728 (1980). The moving party “must show that there are no genuine issues of fact,

that there are no gaps in his proof, that no inferences inconsistent with recovery arise

from the evidence, and that there is no standard that must be applied to the facts by

the jury.” Parks Chevrolet, Inc. v. Watkins, 74 N.C. App. 719, 721 (1985).
47. When ruling on a motion for summary judgment, the Court does not resolve

contested issues of fact and must deny the motion if there is any genuine issue of

material fact. Singleton v. Stewart, 280 N.C. 460, 464 (1972).

IV. ANALYSIS

48. Defendants’ Motion challenges all of Plaintiffs’ claims, while Plaintiffs’

Motion is for affirmative relief on their claim for wrongful interference with contract.

The Court addresses each claim below.

A. Breach of Contract

49. Londry’s claims for breach of contract are brought against Stream and, in

the alternative, against Stream Charlotte. (Am. Compl. ¶¶ 67–87.)

50. The record reflects that Londry entered into an Employment Agreement

with Stream to take a position with Stream Charlotte. 4 He alleges that Defendants

breached the Employment Agreement in four ways: (1) by divesting Londry of his

partnership in Stream Charlotte; (2) by stripping Londry of his title as co-Market

leader; (3) by failing to pay Londry commissions and profit participation in

outstanding deals; and (4) by violating the implied covenant of good faith and fair

dealing. (Am. Compl. ¶ 77.)

51. 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 the contract.” Poor v. Hill,

138 N.C. App. 19, 26 (2000); see Vanguard Pai Lung, LLC v. Moody, 2019 NCBC

4 Despite the language of the Employment Agreement, throughout Defendants’ briefing they
refer to Stream Charlotte, rather than Stream, as Londry’s employer. Given that Londry
states the same claim against both entities and there is only one contract at issue, this
inconsistency is not material to the Court’s determination.
LEXIS 39, at *11 (N.C. Super. Ct. June 19, 2019) (observing that “stating a claim for

breach of contract is a relatively low bar”).

i. Divestment of Partnership

52. Defendants maintain that during pre-employment negotiations, Jackson

made it clear to Londry that Londry would not be joining Stream Charlotte as a

partner. (Defs.’ Memo. at 15.) Indeed, the Employment Agreement specifies that

Londry would only be “considered for partnership in the Stream Charlotte

partnership within one year of [his] anniversary date.” (Defs.’ Memo. at 15; see also

Employment Agreement at 1.)

53. Plaintiffs respond that Londry was never considered for partnership as

stated in the Employment Agreement because he was already a partner in Stream

Charlotte from the start of his employment. (Pls.’ Memo. at 17.) However, as stated

below, the record does not support Londry’s assertion that he began his relationship

with Stream Charlotte as a partner. Moreover, it is undisputed that Londry was not

invited to become a partner in Stream Charlotte during his employment.

54. Londry points to the fact that he was paid through a profit-sharing

arrangement to support his conclusion that he was a partner in Stream Charlotte.

But establishing a partnership requires more than evidence of a compensation

arrangement, and there is no evidence in the record to indicate that Londry ever

agreed to share in Stream Charlotte’s losses. See, e.g., La Familia Cosmovision, Inc.

v. Inspiration Networks, 2014 NCBC LEXIS 52, at *15 (N.C. Super. Ct. Oct. 20, 2014)

(“[P]artnerships arise only where parties agree to “share the profits and losses in
equal or specified proportions.”) (citing Johnson v. Gill, 235 N.C. 40, 45 (1952)). See

also Williams v. Biscuitville, Inc., 40 N.C. App. 405, 407–08 (1979) (finding no

partnership despite profit sharing feature of plaintiff’s compensation); Zickgraf

Hardwood Co. v. Seay, 60 N.C. App. 128, 133–34 (1982) (holding that wife who

performed secretarial and bookkeeping tasks was not a partner despite receiving a

share of the profits as wages).

55. “A partnership is an association of two or more persons to carry on as co-

owners a business for profit.” N.C.G.S. § 59-36(a). While the receipt of a share of the

profits of a business is prima facie evidence that a partnership exists, N.C.G.S. § 59-

37(3)–(4), “no such inference shall be drawn if such profits were received in

payment . . . [a]s wages of an employee[.]” N.C.G.S. § 59-37(4)(b).

56. Londry also argues that he became a partner in Stream Charlotte because

Farrar transferred half of his own interest in Stream Charlotte to Londry. However,

it is undisputed that Farrar did not transfer an ownership interest to Londry and

instead transferred a 15% ownership interest back to Stream as part of Stream’s

agreement to bring Londry onboard. Consequently, Londry cannot find his way to a

partnership interest in Stream Charlotte through an alleged agreement with Farrar.

57. Accordingly, Defendants’ Motion with respect to Londry’s contract claim

alleging breach by divestment of a partnership interest in Stream Charlotte is

GRANTED.
ii. Stripping Londry of his Title as Co-Market Leader

58. Next, Plaintiffs allege that Londry’s Employment Agreement was breached

when he was stripped of his title as co-Market Leader. (Am. Compl. ¶ 77.)

59. Defendants respond that since the Employment Agreement was not for a

definite period, Londry was employed at will, and they were free to alter the terms

and conditions of Londry’s employment at any time, including by changing his title.

(Defs.’ Memo. at 16.)

60. “North Carolina courts have repeatedly held that absent some form of

contractual agreement between an employer and employee establishing a definite

period of employment, the employment is presumed to be an ‘at-will’ employment,

terminable at the will of either party, irrespective of the quality of performance by

the other party, and the employee states no cause of action for breach of contract by

alleging he has been discharged without just cause.” Harris v. Duke Power Co., 319

N.C. 627, 629 (1987) (citing Still v. Lance, 279 N.C. 254, 259 (1971)).

61. Londry was employed at will. If Stream Charlotte could terminate Londry

at will, it could certainly change his job title. Accordingly, there was no breach of

contract when Londry’s title changed, and Defendants’ Motion with respect to this

aspect of the contract claim is GRANTED.

iii. Payment of Commissions and Profit Participation on Outstanding Deals

62. Shortly after his termination, Londry demanded that he be paid 15% profit

participation on eight deals: Grove, Porter, Mint+Church, Coastal Commerce, Volvo,

Garner, Meridian, and Velocity. (Defs.’ Exhibit J, Londry 2/28/23 Email.) Londry
further requested a 10% development fee for the Mint + Church and Grove deals.

(Defs.’ Exhibit J, Londry 2/28/23 Email.) There were multiple email exchanges

regarding the amounts that Londry believed he was entitled to receive in these deals,

(see Pls.’ Memo., Exhibit I, ECF No. 50.9; Pls.’ Exhibit J; Exhibit T; Exhibit RR, ECF

No. 50.43); however, there is no indication in the record that Defendants ever agreed

with Londry regarding how Londry was to be paid for them.

63. During the 18 February hearing, Defendants argued that Stream Charlotte

never received payment for Grove because the deal “fell through.” (Farrar Dep.

305:19–24.) They further argued that Londry was not entitled to be paid for the other

seven deals because, according to Defendant’s expert, the deals had not yet closed.

Despite relying on Farrar’s testimony and their expert report, Defendants failed to

provide this evidence to the Court. Without evidence in the record to support

Defendants’ argument, the Court cannot consider it.

64. After careful review of the evidence that was presented, the Court concludes

that genuine issues of material fact exist with respect to Londry’s agreed

compensation structure and the amounts he may still be due. There are indications

that sometime during his tenure Londry’s compensation structure deviated from that

specified in his Employment Agreement. (See Employment Agreement at 2; see also

Defs.’ Exhibit J, Londry 2/28/23 Email (Londry requesting a 10% development fee or

“sweat equity”)). 5 Further, Farrar observed that sometime in early 2023 Stream

5 Throughout the record, Londry and Farrar refer to the “sourcing fee” and “sweat equity”

interchangeably. (Defs.’ Farrar Dep. 38:21–39:2; Defs.’ Londry Dep. 86:1–10.)
Charlotte stopped investing in deals, which affected the 15% ownership stake Londry

claims to have had in those deals. (Defs.’ Exhibit J, Londry 2/28/23 Email.) Given

the lack of clarity in the record regarding Londry’s promised compensation, as well

as the parties’ failure to provide clarity with respect to this issue in their briefs,

Defendants’ Motion with respect to this claim shall be DENIED. 6

iv. Breach of Covenant of Good Faith and Fair Dealing

65. North Carolina has long recognized that a covenant of good faith and fair

dealing is implied in every contract and requires the contracting parties not to “do

anything which injures the rights of the other to receive the benefits of the

agreement.” Bicycle Transit Auth., Inc. v. Bell, 314 N.C. 219, 228 (1985) (citation

omitted). It is a “basic principle of contract law that a party who enters into an

enforceable contract is required to act in good faith and to make reasonable efforts to

perform his obligations under the agreement.” Maglione v. Aegis Family Health Ctrs.,

168 N.C. App. 49, 56 (2005) (quoting Weyerhaeuser Co. v. Godwin Bldg. Supply Co.,

40 N.C. App. 743, 746 (1979)).

66. Where, as here, a claim for the breach of the implied covenant of good faith

and fair dealing is based upon the same act as a claim for breach of contract, our

Court of Appeals treats “the former claim as ‘part and parcel’ of the latter.” Cordaro

v. Harrington Bank, FSB, 260 N.C. App. 26, 38–39 (2018) (quoting Murray v.

Nationwide Mut. Ins. Co., 123 N.C. App. 1, 19 (1996), disc. review denied, 345 N.C.

6 Londry does not contest that he was paid a commission on the Chadbourn and Grinnell

deals that were set to close between April and May 2023. (Defs.’ Farrar Dep. 301:12–21.)
344 (1997)). This means that the fate of an implied covenant claim rises and falls

with the fate of the breach of contract claim if it is based on the same underlying

facts. Elior, Inc. v. Thomas, 2024 NCBC LEXIS 61, at **39 (N.C. Super. Ct. Apr. 22,

2024). In other words, if the breach of contract claim fails, there can be no breach of

the implied covenant. See Suntrust Bank v. Bryant/Sutphin Prop., LLC, 222 N.C.

App. 821, 833 (2012) (“As the jury determined that plaintiff did not breach any of its

contracts with defendants, it would be illogical for this Court to conclude that plaintiff

somehow breached implied terms of those same contracts.”). However, the converse

is also true: “[w]here the breach of contract claim survives, whether the implied

covenant was one of the terms breached remains an issue to be determined.” Intersal,

Inc. v. Wilson, 2023 NCBC LEXIS 29, at **68–69 (N.C. Super. Ct. Feb. 23, 2023).

67. Because Londry’s claim to payment for the seven deals listed above is

viable, Londry’s claim for breach of the implied covenant of good faith and fair dealing

based on that claim also remains, and Defendants’ Motion is DENIED.

B. Breach of Partnership Agreement

68. In addition to asserting that he was a partner in Stream Charlotte itself,

Londry contends that Farrar agreed to form a second general partnership within the

limited partnership of Stream Charlotte in which Farrar would cede half of his 30%

ownership interest in Stream Charlotte to Londry in exchange for Londry agreeing

to become employed. He claims that Farrar breached this 50/50 general partnership

agreement. (Pls.’ Memo. at 14.)
69. Defendants respond that Plaintiffs’ cause of action fails because no second

partnership was ever formed. (Defs.’ Memo. at 16–18.)

70. As this Court has previously observed, an “indispensable requisite” of a

partnership is co-ownership of the business. La Familia Cosmovision, Inc., 2014

NCBC LEXIS 52, *15 (citing McGurk v. Moore, 234 N.C. 248, 252 (1951)). Here, the

business is Stream Charlotte. Consequently, Londry’s claim regarding a general

partnership with Farrar to run Stream Charlotte collapses back into his claim that

he was a partner in Stream Charlotte itself.

71. By statute, and unless a partnership agreement provides otherwise,

admission to a limited partnership requires the consent of all the other partners. See

N.C.G.S. § 59-704(a). However, without the Stream Charlotte partnership

agreement, the Court cannot determine whether Farrar even had the ability to

transfer a portion of his own ownership interest to Londry.

72. In addition, Farrar’s alleged assignment would not transfer equity in the

limited partnership to Londry absent a specific provision in the partnership

agreement allowing it. The Revised North Carolina Limited Partnership Act provides

in relevant part:

Except as provided in the partnership agreement, a partnership interest
is assignable in whole or in part. Subject to [N.C.]G.S. 59-801(3) an
assignment of a partnership interest does not dissolve a limited
partnership or entitle the assignee to become or to exercise any rights of
a partner. An assignment entitles the assignee to receive, to the extent
assigned, only the allocation and distribution to which the assignor
would be entitled.

N.C.G.S. § 59-702 (emphasis added).
73. Further, “[a]n assignee of a partnership interest, including an assignee of a

general partner, may become a limited partner if and to the extent that (1) the

assignor gives the assignee that right in accordance with authority described in the

partnership agreement, or (2) all other partners consent.” N.C.G.S. § 59-704(a).

Here, there is evidence that Stream did not consent.

74. There is also evidence in the record to support Farrar’s position that he did

not assign an ownership interest to Londry at all. Instead, as part of the arrangement

to bring Londry onboard, Defendants’ evidence is that Farrar transferred half of his

30% ownership interest back to Stream, not Londry, making Stream an 85% owner

in Stream Charlotte. (Defs.’ Exhibit F, 11/18/2020 Email from Jackson to Glenn

Koury RE: Charlotte.) Londry admits that he did not sign any partnership

documents. (Londry Dep. 54:21–24, 193:3–17.)

75. Of further note is the absence of a variety of traditional indicia supporting

the existence of a partnership. For example, there is no evidence that the parties

ever filed a partnership tax return or established partnership bank accounts.

Defendants argue that this proves that Londry and Farrar never agreed to all the

essential terms of a partnership, including, in particular, an agreement to share

losses jointly.

76. Finally, Londry protests that there is sufficient evidence of a general

partnership with Farrar because Farrar occasionally referred to Londry as a

“partner.” (Pls.’ Exhibit LL; Pls.’ Exhibit MM.) Given the various contexts in which

the word “partner” can be used, this fact carries little significance. See Cutter v.
Vojnovic, 2024 NCBC LEXIS 26, at **23 (N.C. Super. Ct. Feb. 16, 2024.) In short,

simply referring to another person as one’s “partner” is far from sufficient to bestow

ownership in a business.

77. Nevertheless, absent Stream Charlotte’s partnership agreement, and given

the mix of evidence presented, the Court cannot conclude, as a matter of law, whether

Londry and Farrar reached an enforceable agreement to divide Farrar’s interest in

Stream Charlotte. Accordingly, on this record, Defendants’ motion shall be DENIED.

C. Breach of Fiduciary Duty

78. Londry alleges that Farrar, as his partner, breached a fiduciary duty to him

by conspiring with Jackson to engineer the divestment of his alleged partnership in

Stream Charlotte. (Am. Compl. ¶¶ 89–90.)

79. Defendants argue that Londry’s claim for breach of fiduciary duty fails

because no legal partnership existed and that without the existence of a partnership

there is nothing to give rise to a de jure fiduciary duty. (Defs.’ Memo. at 18.) Plaintiffs

respond that whether a partnership existed between these two men giving rise to a

fiduciary duty is a question for the jury to decide.

80. “For a breach of fiduciary duty to exist, there must first be a fiduciary

relationship between the parties.” Dalton v. Camp, 353 N.C. 647, 651 (2001) (citing

Curl v. Key, 311 N.C. 259, 264 (1984)). “[A] fiduciary relationship is generally

described as arising when ‘there has been a special confidence reposed in one who in

equity and good conscience is bound to act in good faith and with due regard to the

interests of the one reposing confidence.’ ” Dallaire v. Bank of Am., N.A., 367 N.C.
363, 367 (2014) (quoting Green v. Freeman, 367 N.C. 136,141 (2014)). “North Carolina

recognizes two types of fiduciary relationships: de jure, or those imposed by operation

of law, and de facto, or those arising from the particular facts and circumstances

constituting and surrounding the relationship.” Hager v. Smithfield E. Health

Holdings, LLC, 264 N.C. App. 350, 355, 826 S.E.2d 567 (2019).

81. Partners in a legal partnership are each other’s fiduciary as a matter of law.

See Casey v. Grantham, 239 N.C. 121, 124 (1954) (“It is elementary that the

relationship of partners is fiduciary and imposes on them the obligation of the utmost

good faith in their dealings with one another in respect to their partnership affairs.”).

82. As stated above, the Court cannot determine whether a legal partnership,

and therefore an accompanying fiduciary relationship, existed between Londry and

Farrar. Accordingly, the Court DENIES Defendants’ Motion for Summary Judgment

with respect to Londry’s claim for breach of fiduciary duty that might have arisen as

a result of such a relationship. 7

D. Fraud

83. Plaintiffs claim that Farrar: (1) intentionally misrepresented that he and

Londry would be equal partners in Stream Charlotte; (2) intentionally

misrepresented that “there is no you and me, we’re equal partners, and our success

or lack of success in recruiting and profitability is both of ours;” and (3) allegedly

7 The Court agrees with Defendants that the law regarding Plaintiffs’ claim for breach of fiduciary
duty arising from an alleged North Carolina general partnership between Londry and Farrar is
distinct from that governing Defendants’ counterclaim for breach of fiduciary duty arising from
Londry’s employment with Stream Charlotte, a Texas limited liability partnership. See Azure Dolphin,
LLC v. Barton, 371 N.C. 579, 596 (2018) (“[W]ith respect to limited partnerships, the laws of the
jurisdiction under which a foreign limited partnership is organized govern its organization and
internal affairs. . . .”).
concealed a conspiracy with Jackson to divest of Londry of his partnership interest.

(Am. Compl. ¶¶ 93–95.) At oral argument, Plaintiffs conceded that they are not

pursuing a claim for fraudulent inducement; rather their claim is for fraudulent

misrepresentation with respect to the first two statements and fraudulent

concealment with respect to the alleged conspiracy.

84. Defendants contend that each of the wrongs Plaintiffs identify in the

Complaint constitute alleged breaches of the Employment Agreement and that a

fraud claim must be distinct from a breach of contract claim to be actionable. (Defs.’

Memo. at 19.)

85. The Court agrees. The economic loss rule limits “recovery in tort when a

contract exists between the parties that defines the standard of conduct[.]” Akzo

Nobel Coatings, Inc. v. Rogers, 2011 NCBC LEXIS 42, at **47–48 (N.C. Super. Ct.

Nov. 3, 2011). Tort actions “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[.]” Asheville Contracting Co. v.

Wilson, 62 N.C. App. 329, 342 (1983).

86. In this case, Plaintiffs attempt to cloak their breach of contract claims in

tort without identifying a separate legal right that was allegedly violated. The

economic loss rule applies to bar this attempt. Accordingly, Defendants’ Motion with

respect to Plaintiffs’ fraud claim shall be GRANTED.
E. Wrongful Interference with Contract

87. Both sides move for summary judgment on Plaintiffs’ claim for wrongful

interference with the listing agreement between Londry and Asana that provided for

a commission on the PBC Deal.

88. To recover for wrongful interference with contract, Plaintiffs must show the

following five elements: “(1) a valid contract between the plaintiff and a third person

which confers upon the plaintiff a contractual right against a third person; (2) the

defendant knows of the contract; (3) the defendant intentionally induces the third

person not to perform the contract; (4) and in doing so acts without justification; (5)

resulting in actual damage to plaintiff.” United Labs., Inc. v. Kuykendall, 322 N.C.

643, 661 (1988) (citing Childress v. Abeles, 240 N.C. 667, 674 (1954)).

89. “If the defendant’s only motive is a malicious wish to injure the plaintiff,

his actions are not justified.” Peoples Sec. Life Ins. Co. v. Hooks, 322 N.C. 216, 221

(1988). The term malice in this context is used in its legal sense and is established

“if it appears that the defendant with knowledge of the contract intentionally and

without justification induced one of the contracting parties to break it.” Childress,

240 N.C. at 675 (quoting Meadowmoor Dairies v. Milk Wagon Drivers’ Union, 371 Ill.

377, 387 (1939)).

90. On the other hand, interference with contract is “justified if it is motivated

by a legitimate business purpose, as when the plaintiff and defendant, an outsider,

are competitors.” Embree Constr. Grp., Inc. v. Rafcor, Inc., 330 N.C. 487, 498 (1992).

However, a defendant’s interference is without privilege or justification if it is “not
reasonably related to the protection of a legitimate business interest[.]” Privette v.

Univ. of N.C. at Chapel Hill, 96 N.C. App. 124, 134 (1989) (quoting Smith v. Ford

Motor Co., 289 N.C. 71, 94 (1976)).

91. In addition, the means by which the competition takes place must be lawful.

“[C]ompetition in business constitutes justifiable interference in another’s business

relations and is not actionable so long as it is carried on in furtherance of one’s own

interests and by means that are lawful.” Hooks, 322 N.C. at 221 (emphasis added);

cf. MarketPlace 4 Ins., LLC v. Vaughn, 2023 NCBC LEXIS 31, at **35–36 (N.C.

Super. Ct. Feb. 24, 2023) (determining that defendant’s alleged unlawful use of

confidential information, among other things, was not justified).

92. Plaintiffs assert that Farrar was improperly motivated to contact RCC to

inquire about the commission received on the PBC Deal because: (1) Defendants

sought to punish Londry for filing this action; (2) Defendants sought to use the short

duration of time between the date Farrar contacted RCC and the date the PBC Deal

was scheduled to close as leverage to force Londry to enter into the escrow agreement;

and/or (3) Defendants sought to deprive Londry of income he was entitled to receive

with the hope that he would dismiss the lawsuit or accept a settlement offer. (Pls.’

Memo. at 20.)

93. Defendants respond that Plaintiffs’ reliance on conclusory allegations in

their unverified Amended Complaint is insufficient to avoid summary judgment.

(Defs.’ Memo. at 20.) They further contend that they did not act with legal malice but

rather had a legitimate claim to a commission on the PBC Deal based on two years of
work performed by numerous Stream Charlotte personnel. (Defs.’ Reply Br. to Pls.’

Opp’n to Defs.’ Mot. for Summ. J. [Defs.’ Reply] at 8, ECF No. 52.)

94. The Court agrees with Defendants. It is undisputed that a valid contract

existed between Londry and Asana and that Defendants had knowledge of that

contract. However, absent from the record is evidence that Defendants’ sole

motivation in seeking a commission was to injure Plaintiffs. Rather, Farrar testified

that “[i]t is common practice in the real estate industry for the commission to run

through the original brokerage company subject to the agreed upon splits even if the

broker has departed the company at the time of closing.” (Farrar Aff. ¶ 21.) Given

that Stream Charlotte personnel worked on the deal for two years before it closed, it

is reasonable to expect Defendants to pursue a commission. The Court concludes that

Londry has failed to establish the existence of legal malice in these circumstances.

95. Thus, Defendants’ Motion with respect to Plaintiffs’ claim for wrongful

interference with contract is GRANTED. Plaintiffs’ Motion on the same claim is

DENIED.

F. Unfair and Deceptive Trade Practices Act (UDTPA)

96. Finally, Defendants move for summary judgment with respect to Plaintiffs’

claim for violation of the UDTPA.

97. Under the North Carolina UDTPA, “[u]nfair methods of competition in or

affecting commerce, and unfair or deceptive acts or practices in or affecting commerce,

are declared unlawful.” N.C.G.S. § 75-1.1(a).
98. Three elements are required to maintain a cause of action under the Act:

“(1) an unfair or deceptive act or practice, or an unfair method of competition, (2) in

or affecting commerce, (3) proximately causing actual injury to defendant or

defendant business.” Drouillard v. Keister Williams Newspaper Servs., Inc., 108 N.C.

App. 169, 172 (1992).

99. Plaintiffs’ UDTPA claim is premised on their breach of contract, breach of

partnership agreement, and wrongful interference with contract claims. (Am. Compl.

¶¶ 113–18.) Defendants contend that since those other claims fail, the unfair and

deceptive trade practices claim likewise fails. (Defs.’ Memo. at 22.)

100. Because Plaintiffs’ UDTPA claim is derivative of their other claims, it

“therefore rises and falls with those claims.” Silverdeer, LLC v. Berton, 2013 NCBC

LEXIS 21, at **28 (N.C. Super. Ct. Apr. 24, 2013). As stated above, Londry’s claims

for breach of contract for failure to pay a commission and his claim against Farrar for

breach of partnership agreement are still viable. However, those claims, without

more, are insufficient to give rise to a UDTPA claim. See, e.g., SciGrip, Inc. v. Osae,

373 N.C. 409, 427 (2020) (holding that a breach of contract claim “standing alone, did

not suffice to support the maintenance of an unfair and deceptive trade practices

claim”); Branch Banking and Trust Co. v. Thompson, 107 N.C. App. 53, 62 (1992)

(“[A] mere breach of contract, even if intentional, is not sufficiently unfair or deceptive

to sustain an action under N.C.G.S. § 75-1.1.”).

101. To rise to the level of a UDTPA claim, a breach of contract must be

egregious. See Heron Bay Acquisition, LLC v. United Metal Finishing, Inc., 245 N.C.
App. 378, 382 (2016) (when alleging a breach of contract as the basis for a UDTPA

claim, “some type of egregious or aggravating circumstances must be alleged and

proved before the [Act’s] provisions may [take effect].”) (citations omitted). No such

evidence has been presented here. See, e.g., Post v. Avita Drugs, LLC, 2017 NCBC

LEXIS 95, at *10–12 (N.C. Super. Ct. Oct. 11, 2017) (collecting cases on aggravating

circumstances that may or may not support a UDTPA claim). Plaintiffs’ argument is

not that he was fraudulently induced, but that Defendants did not perform as they

had promised. “[T]he North Carolina Court of Appeals has repeatedly stressed that

a [UDTPA] violation ‘is unlikely to occur during the course of contractual

performance.’ ” Id. at *11 (citing Heron Bay Acquisition LLC, 245 N.C. App. at 383).

102. Accordingly, Defendants’ Motion is GRANTED as to Plaintiffs’ UDTPA

claim.

V. CONCLUSION

103. WHEREFORE, for the foregoing reasons, the Court hereby GRANTS in

part and DENIES in part Defendants’ Motion for Summary Judgment, DENIES

Plaintiffs’ Partial Motion for Summary Judgment and ORDERS as follows:

a. With respect to the First and Second Causes of Action (Breach of Contract

Against Stream and Against Stream Charlotte) for allegedly divesting Londry of his

partnership and stripping him of his title as co-Market Leader, the Fifth Cause of

Action (Fraud against Farrar), and the Seventh Cause of Action (Unfair Trade

Practice against all Defendants), Defendants’ Motion for Summary Judgment is

GRANTED.
b. With respect to the First and Second Causes of Action (Breach of Contract

Against Stream and Against Stream Charlotte) for failing to pay commissions and

profit participation and violating the implied covenant of good faith and fair dealing,

the Third Cause of Action (Breach of Partnership Agreement against Farrar), and the

Fourth Cause of Action (Breach of Fiduciary Duty against Farrar) for breach of

fiduciary duty based on an alleged partnership, Defendants’ Motion is DENIED.

c. With respect to the Sixth Cause of Action (Wrongful Interference with

Contract against all Defendants), Defendants’ Motion is GRANTED and Plaintiffs’

Motion is DENIED.

d. The Court shall set a status conference to determine a trial date in this

matter after consultation with counsel.

SO ORDERED, this the 7th day of July 2025.

/s/ Julianna Theall Earp
Julianna Theall Earp
Special Superior Court Judge
for Complex Business Cases