Futures Grp., Inc. v. Brosnan

Futures Grp., Inc. v. Brosnan, 

.


STATE OF NORTH CAROLINA                     IN THE GENERAL COURT OF JUSTICE
                                                SUPERIOR COURT DIVISION
WAKE COUNTY                                            21 CVS 7106

THE FUTURES GROUP, INC. and
GEOFF G. CRAMER,
                                               ORDER AND OPINION ON
                     Plaintiffs,
                                           PLAINTIFF FUTURES GROUP, INC.’S
                                            RULE 12(b)(6) MOTION TO DISMISS
         v.
                                             DEFENDANT DENIS BROSNAN’S
                                            FIRST AND SECOND CLAIMS FOR
DENIS BROSNAN,
                                                         RELIEF
                     Defendant.


    1.        THIS MATTER is before the Court on Plaintiff Futures Group, Inc.’s Rule

12(b)(6) Motion to Dismiss Defendant Denis Brosnan’s First and Second Claims for

Relief (“Motion”), (ECF No. 47).

    2.        Having considered the Motion, the related briefs, and the arguments of

counsel at a hearing on the Motion, the Court hereby DENIES the Motion.

         Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, by Walter L.
         Tippett, Jr., Jimmy C. Chang, and Lindsey S. Barber, for Plaintiff
         Futures Group, Inc.

         Sigmon Law, PLLC, by Mark R. Sigmon, for Plaintiff Geoff G. Cramer.

         Miller Monroe & Plyer, PLLC, by Jason A. Miller, Paul Flick, and John
         W. Holton, for Defendant Denis Brosnan.

Earp, Judge.

                                   I.   INTRODUCTION

    3.        The deleterious effects that souring family relationships can have on a

business are evident in this case. In 2005, Geoff G. Cramer (“Cramer”) founded a

technology and consulting services company, now known as The Futures Group, Inc.
(“Futures” or “the Company”). In 2008, Cramer married Aimee Brosnan (“Aimee”),

who became Futures’ corporate secretary.

    4.   Even before Cramer and Aimee were wed, Aimee’s father, Denis Brosnan

(“Brosnan”), became the Company’s lender. Throughout the years, Brosnan loaned

either Cramer or the Company several million dollars.

    5.    Over time, Cramer and Aimee’s marriage fell into disrepair, and in March

2020, Cramer left the marital home. Divorce proceedings followed. This action,

reflecting significant disagreement among the parties regarding both the repayment

of Brosnan’s loans and the ownership of Futures, also followed. Futures and Cramer

(collectively, “Plaintiffs”) have sued Brosnan, seeking a declaratory judgment,

damages, and attorneys’ fees.      In response, Brosnan has asserted multiple

counterclaims against Futures.     This Motion seeks dismissal of two of those

counterclaims.

             II. FACTUAL AND PROCEDURAL BACKGROUND

    6.   The Court does not make findings of fact when ruling on a motion to

dismiss. It recites below those factual allegations in the counterclaims that are

relevant and necessary to the Court’s determination of the Motion.

    7.   Brosnan is an Irish citizen who moved to the United States with his

daughter Aimee in 2001.         (Answer First Am. Compl. & Counterclms. ¶ 7

[“Counterclm.”], ECF No. 30.)
    8.    Cramer is a citizen and resident of Wake County, North Carolina. He is

the founder and CEO of Futures. Cramer married Aimee on 1 November 2008.

(Counterclm. ¶¶ 3, 8–11.)

    9.    Futures is a Delaware corporation with its principal place of business in

Wake County, North Carolina. Before changing its name in 2007, Futures was known

as The Talent Group, Inc. Futures offers technology development and consulting

services. (Counterclm. ¶¶ 2, 10.)

    10.   In late 2006, at Cramer’s request, Brosnan agreed to loan Futures money

in exchange for a convertible revolving promissory note (the “Note”) in the principal

sum of $800,000. Thereafter, Brosnan continued to loan money pursuant to the Note,

and the principal eventually reached $1,500,000. (Counterclm. ¶¶ 12–14.)

    11.   In 2008, Brosnan and Cramer discussed converting some of the debt

secured by the Note into Futures’ shares. To that end, Cramer directed Futures’

Secretary to create, stamp, and sign a share certificate. However, no agreement on

the conversion was reached and, as a result, Cramer had Futures’ corporate secretary

mark the stock certificate “Cancelled – Not Executed[.]” (Counterclm. ¶¶ 16–17.)

    12.   In 2009, Brosnan and Futures, acting through its Board of Directors (the

“Board”), agreed by letter agreement to modify the Note (the “Modification”). In

pertinent part, the Modification increased the maximum principal, ratified and

confirmed the existing principal of $1,500,000, converted $915,000 of the then-

existing principal into 7,875,000 shares of Futures’ Class A Common Stock, and

extended the maturity date on the remaining balance to 31 January 2010. Except as
amended by the Modification, the terms of the Note as originally executed remained

in full force and effect. (Counterclm. ¶¶ 18–19.)

    13.   Specifically, the following provision in the Note was not modified:

      On the Maturity Date, the unpaid principal balance together with
      outstanding interest allocable thereto, shall, in lieu of repayment in
      cash, be converted into shares of the Company’s Class A Common Stock
      at a price per share equal to the fair market value of the Common Stock
      as of the date of conversion.

(Counterclm. ¶ 19 (emphasis added).)

    14.   On the maturity date, 31 January 2010, the outstanding balance due under

the Note was $659,484.36. However, despite the existence of an appraisal done in

2008 and a second appraisal done in June 2011, both valuing the stock at $0.01 a

share, Futures and Brosnan were unable to agree on the fair market value of Futures’

shares. (Counterclm. ¶¶ 25–29.) Nevertheless, Brosnan understood that the debt

automatically converted to 65,948,436 shares of Futures’ Class A Common Stock on

31 January 2010, the maturity date of the Note. (Counterclm. ¶ 31.)

    15.   Brosnan never received a share certificate for these shares, and the

transaction was not recorded in Futures’ corporate records. (Counterclm. ¶¶ 30–33.)

    16.   In the years following, Brosnan continued to loan money to Futures “on an

ad hoc basis as requested by Futures under an oral agreement that Futures would

repay the loans in a reasonable period of time when it was able to stabilize its

operations and produce positive cash flow.” (Counterclm. ¶ 37.)

    17.   “In or about November 2017,” Cramer and Brosnan discussed another

arrangement where Futures would issue 7,000,000 shares of Futures’ stock as partial
compensation for the “ad hoc loans” Brosnan made to Futures. Although Cramer

directed Aimee to prepare a share certificate, it was never issued or delivered to

Brosnan.      Even so, Brosnan believed that the shares were issued to him.

(Counterclm. ¶¶ 37–43, 46.)

    18.     In 2018, Brosnan, Aimee, and Cramer began discussing Brosnan’s estate

plan.     During those discussions, Brosnan agreed to convey 7,000,000 shares to

Cramer and separately to convey 7,875,000 shares to Aimee for a price of $0.001 a

share. (Counterclm. ¶ 46.)

    19.     Cramer never paid for the 7,000,000 shares that were to be conveyed to

him. Instead, Aimee paid Brosnan the full amount of $14,875 from her separate

funds for both conveyances. After Aimee paid Brosnan, Futures issued 6,875,000

shares to Aimee and 500,000 shares to each of her sons. (Counterclm. ¶¶ 45–50.)

And, even though he did not pay for his shares, Brosnan alleges that Cramer directed

Aimee to prepare a stock certificate issuing 7,000,000 shares, which he then signed

and issued to himself. (Counterclm. ¶ 50.)

    20.     In March 2020 Cramer and Aimee separated, and Brosnan began to

investigate Cramer’s actions regarding Futures. Brosnan “learned that Cramer had

misrepresented and concealed materials [sic] facts from him to fraudulently induce

him into conveying [the 7,000,000 shares] to Cramer” during the estate planning

process. (Counterclm. ¶¶ 51–52.)

    21.     Later in the year, Brosnan presented his findings and a “detailed

reconciliation . . . of all amounts owed to him” to Futures’ Board. (Counterclm. ¶ 54.)
Brosnan asked the Board to begin repaying Futures’ debt to him, and he “demanded

that the Board take action to invalidate the 2018 conveyance of the [7,000,000

shares]” to Cramer. (Counterclm. ¶ 56.) Brosnan also notified the Board that he

never “received shares or a stock certificate to reflect” the January 2010 conversion

of the $659,484.36 balance of the Note to Futures stock. (Counterclm. ¶ 57.)

    22.   On 21 December 2020, after conferring with Futures’ counsel, Futures’

Board member Bruce Culver (“Culver”) determined that Brosnan was “still owed the

$655,000 under the original note. Plus the additional capital that [Brosnan] provided

the Company over the years.” (Counterclm. ¶ 59.)

    23.   Culver and fellow Board member Rolf Kleiner (“Kleiner”) acknowledged to

Brosnan that Futures still owed him the debt pursuant to the Note, as well as all of

the additional amounts Brosnan had loaned the Company over the years. However,

they declined to act with respect to the 2018 conveyance of 7,000,000 shares, deeming

that part of his complaint a “family matter.” (Counterclm. ¶ 58.)

    24.   Therefore, on 5 January 2021, Culver, on behalf of Futures, sent Brosnan

by email a proposed promissory note (“Proposed Note”) in the amount of

$5,682,852.00.    The accompanying message stated that the Proposed Note

“consolidates the loans you made to Futures over the years, plus interest.” The email

was signed, “Thank you, Bruce.” (Counterclm. ¶ 60.)

    25.   However, the Proposed Note also included a provision that required

Brosnan “to waive a portion of the amount owed to him and attempted to eliminate

[Brosnan’s] right to shares under the conversion provisions of the Convertible Note.”
(Counterclm. ¶ 61.) Brosnan raised these two issues with Culver. Culver responded

by claiming that the waiver provisions must have been inserted in error.

(Counterclm. ¶ 62.)

    26.   After this conversation, Culver sent an email offering a revised proposal

(“Revised Proposed Note”) on 23 January 2021. The Revised Proposed Note again

included a provision waiving both a portion of the amount owed, as well as the right

to conversion under the Note. Culver represented that the Revised Proposed Note

was “a further revised note draft to memorialize the money and interest that

[Brosnan has] loaned to Futures over the years.” This email was signed, “All the best,

Bruce.” (Counterclm. ¶ 63–64.)

    27.   Brosnan declined to sign either the Proposed Note or the Revised Proposed

Note. (Counterclm. ¶ 65.)

    28.   According to Brosnan, Futures’ Board retaliated against him for (1)

refusing to waive a portion of the debt owed, (2) refusing to relinquish his conversion

rights under the Note, and (3) insisting that the Board take action to invalidate the

2018 transfer of 7,000,000 shares. Cramer, Culver, and Kleiner voted to remove

Brosnan from Futures’ Board on 23 March 2021. The Board then voted to remove

Aimee as corporate secretary the next day. (Counterclm. ¶ 66–67.)

    29.   On 24 May 2021, Plaintiffs filed their Complaint, (ECF No. 3).         They

amended it on 6 October 2021, (ECF No. 13). Brosnan subsequently filed his Answer

to the First Amended Complaint and Counterclaims (“Counterclaim”), (ECF No. 30),

on 13 December 2021.
    30.   Plaintiffs responded with this Motion on 11 February 2022, seeking to

dismiss the First and Second Counterclaims. The Motion has been fully briefed and

a hearing on the Motion was held on 30 August 2022 during which all parties were

present and heard. (See ECF No. 78.) The Motion is now ripe for disposition.

                             III. LEGAL STANDARD

    31.   On a Rule 12(b)(6) motion to dismiss, the “question before us is whether, as

a matter of law, the allegations of the [counterclaim], treated as true, are sufficient

to state a claim upon which relief may be granted under some legal theory, whether

properly labeled or not.” Gant v. NCNB Nat. Bank, 

 (1989);

accord Fischer Inv. Capital, Inc. v. Catawba Dev. Corp., 

(2009).

    32.   Under North Carolina’s notice pleading standard, “a statement of claim is

adequate if it gives 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, 

(1970) (internal quotation marks omitted).

    33.   Dismissal of a claim is proper “(1) when the [counterclaim] on its face

reveals that no law supports [counter-claimant’s] claim; (2) when the [counterclaim]

reveals on its face the absence of fact sufficient to make a good claim; [or] (3) when

some fact disclosed in the [counterclaim] necessarily defeats the [counter-claimant’s]

claim.” Oates v. JAG, Inc., 

 (1985). A counterclaim will not be

“dismissed for insufficiency unless it appears to a certainty that [counter-claimant] is
entitled to no relief under any state of facts which could be proved in support of the

claim.” Sutton, 

 (emphasis omitted).

    34.   “A statute of limitations defense may properly be asserted in a Rule 12(b)(6)

motion to dismiss if it appears on the face of the [counterclaim] that such a statute

bars the claim.” Horton v. Carolina Medicorp, 

 (1996). When a

statute of limitations defense is raised, “the burden of showing that the action was

instituted within the prescribed period is on the [counter-claimant].” Id.

    35.   The Court is not required “to accept as true allegations that are merely

conclusory, unwarranted deductions of fact, or unreasonable inferences.” Good Hope

Hosp., Inc. v. N.C. Dep’t of Health & Human Servs., 

 (2005)

(quoting Veney v. Wyche, 

 (4th Cir., 2002)). However, the Court

must construe the counterclaims liberally and treat all allegations as true for

purposes of ruling on the Motion. See Laster v. Francis, 

(2009).

                                  IV. ANALYSIS

    36.   At issue are the First and Second Counterclaims brought by Brosnan

against Futures, both relating to the Note. Futures has moved to dismiss the claims,

contending that they are barred by the statute of limitations.

    37.   For his First Counterclaim, Brosnan asks the Court to: (a) declare that as

of 31 January 2010, the outstanding balance on the Note ($659,484.36) automatically

converted to 65,948,436 shares of Futures’ Class A Common stock at a price of $0.01

per share, and (b) order Futures to issue a share certificate reflecting the same.
Alternatively, if the Court does not find that the conversion happened on 31 January

2010, Brosnan seeks an order compelling Futures to convert the balance of the Note

to 65,948,436 shares and issue those shares to Brosnan. (Counterclm. ¶¶ 70–75.)

    38.   For his Second Counterclaim, Brosnan avers in the alternative that Futures

has breached the provisions of the Note, entitling him to damages. (Counterclm. ¶¶

83–90.)

    39.   Futures argues that both the First and Second Counterclaims are barred

by the three-year statute of limitations for breach of contract. It claims that the

allegations are that it breached its obligations on the Note’s maturity date, 31

January 2010. If so, Futures argues, the statute of limitations on these claims

expired three years later on 31 January 2013, and the claims are now time-barred.

    40.   Moreover, Futures contends that Brosnan’s own allegations reveal that he

knew or should have known that Futures was in breach of the Note on 31 January

2010. Futures claims the alleged breach was evident because Brosnan and Cramer

disputed the fair market value of the shares, and because Brosnan never received a

share certificate even though the Note expressly required the issuance and delivery

of one. Thus, Futures argues that Brosnan’s allegations establish that the statute of

limitations with respect to the First and Second Counterclaims expired long before

the claims were initiated in December 2021. (Br. Supp. Pl.’s Mot. Dismiss 13–18

[“Pl.’s Br.”], ECF No. 50 (citing ECF No. 49, Ex. A – Convertible Note, Section 3(c)).)

    41.    In response, Brosnan argues that he has sufficiently alleged that he did

not know, nor should he have known, that Futures was in breach of the Note on 31
January 2010. Instead, Brosnan alleges that the provision requiring conversion of

the debt to stock was self-executing, that no action was “necessary to effectuate this

conversion[,]” and that he only became aware that “Futures rejected his ownership

rights for the first time in December 2020” (when he received Culver’s email). (Mem.

Opp. Pl. Partial Mot. Dismiss 4 [“Def.’s Opp. Br.”], ECF No. 56.)

    42.   Alternatively, Brosnan highlights paragraphs 54–67 of his pleading in

which he alleges that Futures, through its actions after the expiration of the three-

year statute of limitations on 31 January 2013, acknowledged its obligations to him,

both under the Note, as well as for the additional ad hoc loans. Citing N.C.G.S. § 1-

26, Brosnan asserts that this acknowledgement by Futures served to revive its

obligations under the Note.

    43.   The applicable statute of limitations for a breach of contract claim is three

years pursuant to N.C.G.S. § 1-52(1).       The statute applies to the breach of a

promissory note. See Nance v. Hulin, 

 (1926) (a claim for breach of

contract on a note has a three-year statute of limitations); Ussery v. Branch Banking

& Trust Co., 

, 333 n.5 (2015) (breach of contract claim on a note is subject

to three-year statute of limitations); see generally Reidsville v. Burton, 

 (1966); Thurston Motor Lines v. General Motors Corp., 

 (1962).

    44.   The same statute of limitations applies to the declaratory judgment claim.

Chisum v. Campagna, 

, 718–19 (2021) (the applicable statute of

limitations for declaratory judgment actions is the one associated with the
substantive claim that most closely approximates the basis for the requested

declaration) (collecting cases).

    45.   “A claim for breach of contract accrues when the plaintiff knew or should

have known that the contract had been breached[.]” Chisum, 376 N.C. at 720; accord

Christenbury Eye Ctr., P.A. v. Medflow, Inc., 

, 5–6 (2017) (“We have long

recognized that a party must initiate an action within a certain statutorily prescribed

period after discovering its injury to avoid dismissal of a claim.” (emphasis added));

Black v. Littlejohn, 

 (1985) (“a statute of limitations should not begin

running against plaintiff until plaintiff has knowledge that a wrong has been inflicted

upon him.”).

    46.   Therefore, to determine whether Brosnan’s claims are time-barred, the

Court must first determine whether his allegations, assumed to be true and construed

favorably to Brosnan, could only lead to the conclusion that Brosnan knew or should

have known more than three years before filing his counterclaims that Futures was

in breach of the Note. If another inference could be drawn from the allegations, a

decision to dismiss would be premature. Cf. Little v. Rose, 

 (1974)

(“Where, however, the evidence is sufficient to support an inference that the cause of

action is not barred, the issue is for the jury.”).

    47.   In this case, Brosnan’s pleading contains allegations that, viewed in the

light most favorable to him, could support an inference that Brosnan neither knew

nor should have known that Futures breached its obligations on the Note until

Futures, through its Board member Culver, told him that the Company did not intend
to convert the debt to stock in December 2020.           Brosnan alleges that Culver’s

December 2020 email explained that Futures’ counsel had (improperly) determined

that the Note “permitted a single conversion event” which had already occurred in

2009; therefore, the debt was to be paid in cash, not stock. (Counterclm. ¶ 59.)

    48.   Brosnan repeatedly alleges that the Note provided for “automatic”

conversion on 31 January 2010 with no action on his part. (Counterclm. ¶¶ 20, 70,

76.) He also asserts that his dealings throughout the years with respect to this debt

were with Cramer, his son-in-law, with whom he had a relationship of trust and

confidence. (Counterclm. ¶ 151.) He contends that Cramer has taken advantage of

the trusting family relationship. (Counterclm. ¶¶ 145, 152(h).) 1

    49.   Viewing the totality of the allegations in Brosnan’s pleading in the light

most favorable to Brosnan, he has sufficiently pled that he did not know, nor should

he have known, that the debt conversion did not take place on 31 January 2010.

Whether the evidence will support his contention “is a question for a different day . .

. . on a more developed record.” Aldridge v. Metro. Life Ins. Co., 

, at *53 (N.C. Super. Ct. Dec. 31, 2019) (citing Hunter v. Guardian Life Ins. Co. of

Am., 

 (2004) (“determining when plaintiff should, in the




1 Futures argues that Brosnan’s allegations with respect to the trust he had in Cramer have

to do with the transfer of the 7,000,000 shares, not the convertible Note. Therefore, it
contends, Brosnan has not pled that Cramer abused his trust with respect to the Note. The
law does not require Brosnan to dice his claims so finely. See e.g., Barnes v. Perry, 

, **25–26 (N.C. Super. Ct. July 30, 2018) (citing Perez v. Perez, 

, at *5–6 (Mar. 6, 2018) (unpublished) (a court is permitted to view the
complaint as a whole; the practice of separating each claim is nowhere required by law and
“may simply be a practice that developed for clarity and ease of reading”)).
exercise of reasonable care and due diligence, have discovered the [alleged injury] is

a question of fact to be resolved” at a later time)).

    50.   Brosnan’s second argument is that even if the statute of limitations ran on

a claim for breach of the Note, Futures’ acknowledgement of its obligations on the

Note revived the debt pursuant to N.C.G.S. § 1-26. (Def.’s Opp. Br. 14–17.) Futures

responds that the writings identified in the counterclaim do not meet the

requirements of § 1-26.          It argues that the statute requires that debt

acknowledgements “(1) identify the nature and amount of the debt and (2) manifest

a definite and unqualified intention to pay the debt.” (Reply Supp. Pl.’s Mot. Dismiss

9 [“Pl.’s Reply Br.”], ECF No. 58.)

    51.   The statute reads: “No acknowledgment or promise is evidence of a new or

continuing contract, from which the statutes of limitations run, unless it is contained

in some writing signed by the party to be charged thereby; but this section does not

alter the effect of any payment of principal or interest.” N.C.G.S. § 1-26.

    52.   For an acknowledgement to restart the limitations period, “there must be a

distinct and unequivocal acknowledgment of the debt as still subsisting as a personal

obligation of the debtor.”    Phillips v. Giles, 

 (1918). “A mere

acknowledgment, though in writing, of the debt as having once existed, is not

sufficient to raise an implication of such a new promise.” Id.

    53.   Reviewing the allegations of Brosnan’s pleading, the Court first determines

that neither the Proposed Note nor the Revised Proposed Note meet the requirements

of § 1-26. Even though both proposals were in writing and appear to be electronically
signed 2, they are not distinct and unequivocal acknowledgments of the debt. Both

proposals required Brosnan “to waive a portion of the amount owed to him and

attempted to eliminate [Brosnan’s] right to shares under the conversion provisions of

the Convertible Note.” (Counterclm. ¶ 64.) Therefore, these writings constitute offers

to engage in negotiations to settle a debt rather than acknowledgements of a

subsisting debt obligation.

    54.   Further, Brosnan alleges that he declined both proposals because he

“obviously could not agree to waive the debts owed to him or give up his right to

shares[.]” (Counterclm. ¶ 65.) Thus, neither of Futures’ two proposals, both rejected

by Brosnan, can serve as the definite and unequivocal written and signed

acknowledgement of Futures’ obligations that is required by N.C.G.S. § 1-26. See

American Multimedia, Inc. v. Freedom Distrib., Inc., 

 (1989)

(conditional expressions of a willingness to pay were not sufficiently precise); Long v.

Oxford, 

 (1889) (promise must be certain on its terms); Pool v.

Bledsoe, 

 (1881) (“the promise must be identical and between the original

parties”) (citing Fleming v. Staton, 

 (1876)).

    55.   In paragraph 58 of his pleading, Brosnan broadly alleges that “Board

members Bruce Culver and Rolf Kleiner acknowledged that Futures still owed the




2 The North Carolina Uniform Electronic Transactions Act (“Act”), N.C.G.S. § 66-311 et seq.,

sets forth the requirements for conducting transactions by electronic means when the parties
to the transaction agree to do so. Among other things, the Act provides that “[a] record or
signature may not be denied legal effect or enforceability solely because it is in electronic
form.” N.C.G.S. § 66-317(a). The Act defines an “Electronic signature” as “an electronic
sound, symbol, or process attached to, or logically associated with, a record and executed or
adopted by a person with the intent to sign the record.” N.C.G.S. § 66-312(9).
debt to [Brosnan] under the Convertible Note.” (Counterclm. ¶ 58.) Similarly, in

paragraph 59, Brosnan asserts that “Futures Board member Bruce Culver indicated

that he had conferred with Futures’ counsel and determined that ‘you are still owed

the $655,000 under the original note.’ ” (Counterclm. ¶ 59.) However, in neither

instance does Brosnan allege that these acknowledgements were in writing or signed.

Consequently, these communications cannot satisfy N.C.G.S. § 1-26. 3

    56.   Accordingly, the Court determines that the requirements of N.C.G.S. § 1-

26 have not been pled. Nevertheless, a determination of when the claims accrued for

purposes of the statute of limitations requires a more developed record to resolve.

    57.   The Court therefore DENIES the Motion.

                                 V. CONCLUSION

    58.   For the foregoing reasons, Plaintiff Futures Group, Inc.’s Rule 12(b)(6)

Motion to Dismiss Defendant Denis Brosnan’s First and Second Claims for Relief is

DENIED.


      IT IS SO ORDERED, this the 7th day of December, 2022.



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


3 Paragraph 89 does not provide the necessary support either.   There, Brosnan alleges in
conclusory fashion, “Futures . . . acknowledged the debt in multiple signed writings[.]”
(Counterclm. ¶ 89.) This conclusion is not supported by the factual allegations. See Good
Hope Hosp., Inc., 

 (“We are not required, however, ‘to accept as true
allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable
inferences.’ ” (quoting Veney, 

)).