High Point Bbc, LLC v. Arvelo

High Point BBC, LLC v. Arvelo, 2026 NCBC 79. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION WAKE COUNTY 26CV011377-910 HIGH POINT BBC, LLC, Plaintiff, v. ORDER AND OPINION ON DEFENDANT’S MOTION TO DISMISS EDDIE ARVELO, Defendant, v. HIGHPOINT BBC, LLC, et al., Third-Party Defendants. 1. This matter is before the Court on defendant Eddie Arvelo’s motion to dismiss plaintiff High Point BBC, LLC’s complaint for lack of standing under Rule 12(b)(1) and for failure to state a claim upon which relief can be granted under Rule 12(b)(6). (ECF No. 9). 2. The parties have fully briefed the motion, (ECF Nos. 10, 28, and 31), and the Court dispenses with oral argument pursuant to Rule 7.4 of the Business Court Rules. 3. Having considered the motion, the complaint, the written arguments of counsel, and applicable law, the Court hereby GRANTS the motion and DISMISSES WITHOUT PREJUDICE Plaintiff’s complaint as set forth in this Order and Opinion.  Schauer & Shelton LLP, by Craig Shauer, for Plaintiff High Point BBC, LLC. Blanco Tackabery & Matamoros, P.A., by Chad A. Archer and Ryan Dovel, for Defendant Eddie Arvelo. Houston, Judge. I. BACKGROUND 4. This matter involves an internal dispute about the operation of a gym doing business as High Point Burn Boot Camp (the “Gym”). The Gym is a franchise gym located in High Point, North Carolina, and provides fitness classes. (ECF No. 3). 5. Defendant Eddie Arvelo and third-party defendant Scott Tobin are partial owners of the Gym and oversee its daily operations. (ECF No. 3, ¶¶ 1, 8). 6. The plaintiff in this action, “High Point BBC, LLC” (“Plaintiff”), alleges that it “is a registered North Carolina limited liability company with its principal office” in Raleigh, North Carolina. (ECF No. 3, ¶ 2). As the records of the North Carolina Secretary of State reflect, however, “High Point BBC, LLC” is not a registered entity with the state, and, as Plaintiff concedes, it was not a registered assumed name (i.e., “d/b/a”) when Plaintiff commenced this action. (ECF No. 28 at 4 n.1). Instead, the most similarly named entity is “Highpoint BBC, LLC,” an entity with a differently spaced name.1 1 In its discretion, the Court takes judicial notice that, as reflected by Defendant’s filings and arguments, no entity under the name “High Point BBC, LLC” is registered with the North Carolina Secretary of State; however, an entity by the name “Highpoint BBC, LLC” is in fact registered. See N.C. R. Evid. 201(b)–(c) (judicial notice); Banc of Am. Merch. Servs., LLC., v. Arby’s Rest. Grp., Inc., 2021 NCBC LEXIS 60, at *5, n. 3 (N.C. Super. Ct. June 30, 2021); see Highpoint BBC, LLC Limited Liability Company Articles of Organization, SOSID: 2553091, N.C. Sec’y State (11 Jan. 2023), available at https://www.sosnc.gov/online_services/search/profile_filings/20400817.  7. Nonetheless, Plaintiff asserts that it (i.e., High Point BBC, LLC)2 “operates Burn Boot Camp gym in High Point, North Carolina,” (ECF No. 3, ¶ 1), and that, around March 2026, Defendant began acting unilaterally on behalf of the Gym, allegedly in violation of the Gym’s operating agreement. (ECF No. 3, ¶¶ 10−11). 8. Without permission from Tobin or anyone at the Gym, Defendant purportedly terminated two of the Gym’s “essential employees,” the head trainer and an operations manager, and barred them from the facility. (ECF No. 3, ¶¶ 11(a)−(b)). This left the Gym “without critical front-end operations and back-end operational support.” (ECF No. 3, ¶¶ 11(a)−(b)). 9. Defendant then “took steps to conceal his unilateral actions” by removing Tobin’s access to the “private communication page” used by the Gym and eliminating Tobin’s access to the Mindbody fitness class online platform, preventing Tobin from monitoring and accessing the Gym’s billing system. (ECF No. 3, ¶¶ 12(a)−(b)). 10. Plaintiff asserts that these actions violated an operating agreement governing “the Company,” which it defines in the complaint as “Plaintiff High Point BBC.” (ECF No. 3, ¶¶ 7–9). 11. Specifically, Plaintiff contends that the operating agreement establishes five member-managers for the entity operating the Gym, with ownership interests of 30% for defendant Arvelo, 30% for Scott Tobin, 20% for Joe Rawling, 10% for Bryan Watkins, and 10% for Matthew Johnson. Each member-manager is permitted to vote 2 Plaintiff contends in its post-complaint briefing that Plaintiff is Highpoint BBC, LLC and that High Point BBC, LLC is simply an assumed name. The complaint, however, lacks any such allegation. (See generally ECF No. 3). in proportion to his ownership interest in the company, and “all decisions by member- managers are by a majority interest.” (ECF No. 3, ¶¶ 8–9, 15). 12. However, the operating agreement to which Plaintiff refers in the complaint, as incorporated therein and as attached to Plaintiff’s briefing, is an “Operating Agreement of Burn Boot Camp High Point, NC” dated 20 May 2023 (the “Operating Agreement”). (ECF No. 3, ¶¶ 8–9, 15; ECF No. 28 at 2, 5–6; ECF No. 28.1, Ex. B at 1).3 13. In addition to noting that it is the Operating Agreement of “Burn Boot Camp High Point, NC” (rather than Highpoint BBC, LLC or High Point BBC, LLC), the Operating Agreement indicates that it is “made and entered into by and between Joe Rawling (Initial Members), Bryan Watkins (Initial Members), Matthew Johnson (Initial Members), and High Point LLC North Carolina limited liability company (the ‘Company’),” with the individuals’ names signed rather than printed. (ECF No. 28.1, Ex. B at 1 (emphasis added)). 14. In turn, the Operating Agreement provides that “Schedule A [to the Operating Agreement] lists the initial Membership Interests” in that entity, with Schedule A thereafter identifying the members as Scott Tobin and Eddie Arvelo with a 60% combined membership interest (rather than 30% each), Joe Rawling with a 3 The Court “may properly consider documents which are the subject of a plaintiff's complaint and to which the complaint specifically refers” regardless of the party that presents them. Turpin v. Charlotte Latin Sch., Inc., – N.C. –, 2026 N.C. LEXIS 939, at *12–13 (N.C. 2026) (internal citation omitted); Oberlin Capital, L.P. v. Slavin, 147 N.C. App. 52, 60 (2001) (“[W]hen ruling on a Rule 12(b)(6) motion, 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.”). 20% interest, Bryan Watkins with a 10% membership interest, and Matthew Johnson with a 10% membership interest. (ECF No. 28.1, Ex. B, Sch. A at 14). These percentages differ from those alleged by Plaintiff in the complaint, as listed above. (ECF No. 3, ¶¶ 8–9, 15). 15. In the signature block, the Operating Agreement is purportedly signed on behalf of three LLCs: (i) “MEMBER of High Point BBC, LLC” by “Scott Tobin Member/Manager” and by “Eddie Arvelo Member/Manager,” (ii) “Member of TEAM Investments, LLC” by “Matthew Johnson,” and (iii) “Member of MMB Holdings, LLC” by “Bryan Watkins,” all with the signature block indicating that “the parties hereto” have executed the Operating Agreement. (ECF No. 28.1, Ex. B at 13). 16. Ultimately, the Operating Agreement reflects that it is for “Burn Boot Camp High Point, NC” or “High Point LLC.” (ECF No. 28.1, Ex. B at 1). 17. In either instance, neither High Point BBC, LLC nor Highpoint BBC, LLC is listed as the “Company” under the Operating Agreement. (See generally ECF No. 28.1, Ex. B).4 18. The Operating Agreement reflects that the “purposes of the Company [High Point LLC] shall be to engage in the business of owning and operating a fitness center located in High Point, NC and to engage in any other lawful business.” (ECF No. 28.1, 4 Indeed, it is at best unclear whether High Point BBC, LLC is even a member of the “Company,” as the Operating Agreement was signed by Tobin and Arvelo as members/managers, but the signature block reflects their signatures were as a “MEMBER of High Point BBC, LLC.” (ECF No. 28.1, Ex. B at 13). There is no clear indication at any point that “High Point BBC, LLC” is, in turn, a member of the “Company.” Instead, the identification of membership interests identifies Tobin and Arvelo with membership interests—not High Point BBC, LLC (or Highpoint BBC, LLC). (ECF No. 28.1, Ex. B at 13−14). Ex. B at 1). Thus, contrary to the complaint, the Operating Agreement on which it relies identifies the “Company” as High Point LLC, an entity that was formed in 2016 and administratively dissolved in 2018.5 (ECF No. 28.1, Ex. B at 1; see generally ECF No. 28 (relying on the 20 May 2023 Operating Agreement as the one identified in the complaint)). 19. In short, as Plaintiff concedes, “Plaintiff’s paperwork is ‘messy.’” (ECF No. 28 at 4 (citation omitted)). 20. Notwithstanding the discrepancies throughout the complaint and supporting documents, Plaintiff filed suit on 23 March 2026, asserting causes of action against Defendant for alleged breach of the Operating Agreement and for a declaratory judgment that “Defendant has no authority to act on behalf of [Plaintiff High Point BBC] without the consent or approval of enough member-manager[s] to constitute a majority interest in [Plaintiff High Point BBC].” (ECF No. 3, ¶¶ 14−23). II. ANALYSIS a. Rule 12(b)(1) Standards 21. A Rule 12(b)(1) motion to dismiss presents “a challenge to the trial court’s subject matter jurisdiction over a plaintiff’s claims.” Marlow v. TCS Designs, Inc., 288 N.C. App. 567, 572 (2023); N.C. R. Civ. P. 12(b)(1). 22. “Standing, put simply, is a person’s right to assert ‘a legal claim or seek judicial enforcement of a duty or right.’ It is essential to a court’s subject matter 5 See N.C. R. Evid. 201(b)–(c) (judicial notice); Banc of Am., 2021 NCBC LEXIS 60, at *5, n.3; see High Point LLC, SOSID: 1509521, N.C. Sec’y State, available at https://sosnc.gov/online_services/search/Business_Registration_profile/12078558. jurisdiction.” Mauck v. Cherry Oil Co., 388 N.C. 325, 331 (2025) (internal citations omitted). 23. A plaintiff has standing if he alleges “the infringement of a legal right arising under a cause of action at common law, a statute, or the North Carolina Constitution.” Id. (citation omitted). Even though a plaintiff need not necessarily allege injury in fact or actual harm to maintain standing, the plaintiff nonetheless must allege a legal or technical injury—i.e., the infringement of a legal right—to maintain standing and invoke the Court’s subject matter jurisdiction. Comm. to Elect Dan Forest v. Emps. Pol. Action Comm., 376 N.C. 558, 607–08 (2021) (citations omitted). 24. Ultimately, “[t]he plaintiff bears the burden of establishing subject matter jurisdiction.” Lau v. Constable, 2022 NCBC LEXIS 75, at *10 (N.C. Super. Ct. July 11, 2022) (citations omitted). In considering a challenge to subject matter jurisdiction, courts “may consider matters outside the pleadings.” Harris v. Matthews, 361 N.C. 265, 271 (2007). 25. “In this state, a legal proceeding must be prosecuted by a legal person, whether it be a natural person, sui juris, or a group of individuals or other entity having the capacity to sue and be sued, such as a corporation, partnership, unincorporated association, or governmental body or agency.” In re Coleman, 11 N.C. App. 124, 127 (1971) (dismissing appeal for failure to identify specific plaintiffs asserting claims).  26. “When ruling upon a motion made pursuant to Rule 12(b)(1), where the plaintiff is a business entity, the question of standing requires an examination of, inter alia, whether the claims are being prosecuted by those with authority to act on the entity’s behalf.” Queen’s Gap Cmty. Ass’n v. McNamee, 2011 NCBC LEXIS 37, at *5 (N.C. Super. Ct. Sept. 23, 2011) (citation omitted). 27. A plaintiff lacks standing when it does not exist or otherwise have a cognizable stake in a dispute. See Graham County Bd. of Elections v. Graham County Bd. of Comm’rs, 212 N.C. App. 313, 320 (2011) (recognizing that, because “[s]tanding refers to whether a party has a sufficient stake in an otherwise justiciable controversy such that he or she may properly seek adjudication of the matter,” “if an entity does not have the power to bring suit, it also lacks standing to bring suit” (internal citations and quotation marks omitted)); Azure Dolphin, LLC v. Barton, 2017 NCBC LEXIS 90, at *13−14 (N.C. Super. Ct. Oct. 2, 2017) (determining that a putative corporate plaintiff “lack[ed] standing to bring suit because it was never incorporated”); cf. United Daughters of the Confederacy v. City of Winston-Salem, 383 N.C. 612, 625 (2022) (“As a general matter, the North Carolina Constitution confers standing on those who suffer harm.” (citation omitted)). 28. Further, “[t]he general rule is that one who is not a party to a contract may not maintain an action for its breach.” Matternes v. City of Winston-Salem, 286 N.C. 1, 12 (1974).  b. Rule 12(b)(6) Standards6 29. When considering a Rule 12(b)(6) motion, the Court must determine “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) (citation omitted); Forsyth Mem’l Hosp., Inc. v. Armstrong World Indus., 336 N.C. 438, 442 (1994) (quoting Lynn v. Overlook Dev., 328 N.C. 689, 692 (1991)). 30. Thus, in resolving a Rule 12(b)(6) motion, the Court treats the well-pleaded factual allegations as true and views them “in the light most favorable to the non- moving party.” Sykes v. Health Network Sols., Inc., 372 N.C. 326, 332 (2019) (citing Christenbury Eye Ctr., P.A. v. Medflow, Inc., 370 N.C. 1, 5 (2017)). 31. However, when the allegations of the complaint conflict with the terms of a document that is referenced in and integral to the complaint, the Court may “credit the document over conflicting allegations in the complaint.” Turpin, 2026 N.C. LEXIS 939, at *13 (citations and internal quotation marks omitted); Schlieper v. Johnson, 195 N.C. App. 257, 263 (2009) (“When reviewing pleadings with documentary attachments on a Rule 12(b)(6) motion, the actual content of the documents controls, not the allegations contained in the pleadings.” (citation omitted)). 6 In resolving a Rule 12(b)(6) motion, the Court does not make findings of fact. Deleuran v. Thompson, 2025 NCBC LEXIS 109, at *1 (N.C. Super. Ct. Aug. 22, 2025) (addressing Rule 12(b)(1) and Rule 12(b)(6) motions); see N.C. R. Civ. P. 52(a)(2). Thus, for purposes of the Rule 12(b)(6) portions of this Order and Opinion, the Court limits its consideration to the factual allegations of the complaint, documents referenced in and integral to the complaint, and matters subject to judicial notice.  c. Dismissal of This Action Is Appropriate 32. Here, this action is appropriately dismissed under Rule 12(b)(1) for lack of standing and lack of subject matter jurisdiction and, alternatively, under Rule 12(b)(6)—in either case without prejudice. 33. First, as Defendant argues and as the Court has taken judicial notice, the entity “High Point BBC, LLC” does not exist, with the closest similar name being “Highpoint BBC, LLC.” (ECF No. 10 at 5). 34. While the difference between “High Point BBC, LLC” and “Highpoint BBC, LLC” might potentially be explained as a misnomer or typographical error, Plaintiff has declined to pursue that route, and the Court therefore does not do so either. 35. Instead, Plaintiff’s primary response is that Defendant has “admitted . . . that Plaintiff is a legal person” in depositions and through the Gym’s financial transactions. (ECF No. 28 at 4). The parties cannot, however, enforceably stipulate to the existence of an entity that does not exist as a matter of law or to subject matter jurisdiction where it does not otherwise exist. Northfield Dev. Co. v. City of Burlington, 165 N.C. App. 885, 887 (2004) (“[P]arties cannot stipulate to give a court subject matter jurisdiction where no such jurisdiction exists.”). 36. Plaintiff further contends that High Point BBC, LLC and Highpoint BBC, LLC “refer to the same entity” and that “High Point BBC, LLC” is simply an assumed name. (ECF No. 28 at 4 & n.1). However, Plaintiff also concedes (i) that no assumed name paperwork was filed with the “respective register of deeds” or otherwise recorded prior to commencing this action and (ii) that it “filed the necessary paperwork with the respective register of deeds to record its use of the assumed name High Point BBC, LLC” only after commencing this action. (ECF No. 28 at 4 & n.1). Even then, Plaintiff neither provides any evidence of which Register of Deeds the assumed name was allegedly documented with nor requests that the Court take judicial notice of any such filings. (See generally ECF No. 28 at 4 & n.1).7 37. One problem with that position, of course, is that “[j]urisdiction is not a light bulb which can be turned off or on during the course of the trial. Rather, the issue of jurisdiction is assessed as of the time of the filing of a complaint[.]” WLAE, LLC v. Edwards, 257 N.C. App. 251, 258 (2017) (internal citations omitted). Thus, Plaintiff cannot manufacture subject matter jurisdiction after the filing of the complaint. Id. 38. Moreover, Plaintiff’s own allegations contradict this position, as Plaintiff alleges directly in its complaint that “Plaintiff High Point BBC, LLC, is a registered North Carolina limited liability company[.]” (ECF No. 3, ¶ 2). As the records of the North Carolina Secretary of State reveal, however, there is not (and, at the time the complaint was filed, was not) any “registered North Carolina limited liability company” registered as “High Point BBC, LLC.”8 7 In the exercise of judicial discretion, and pursuant to Rule 201 of the North Carolina Rules of Evidence, the Court nonetheless takes judicial notice that an “Initial Assumed Name” of “High Point BBC, LLC” was registered with the North Carolina Secretary of State and Wake County Register of Deeds on 19 May 2026—months after this action was commenced. See High Point BBC, LLC, Assumed Name ID 3303142, N.C. Sec’y State, available at https://www.sosnc.gov/Online_Services/Assumed_Name/Search_Submit. 8 The North Carolina Limited Liability Company Act governs the creation of limited liability companies and provides that an LLC “is formed at the time the articles of organization filed by the Secretary of State become effective.” N.C. Gen. Stat. § 57D-2-20.  39. The complaint lacks any allegation or suggestion that Plaintiff is operating under an assumed name or otherwise to suggest that Plaintiff is anything other than what it is says it is: a “registered North Carolina limited liability company” with the formal “registered” name of “High Point BBC, LLC.” (ECF No. 3, ¶ 2). 40. While the Court may consider matters outside the pleadings in resolving a Rule 12(b)(1) motion, Plaintiff nonetheless may not use its briefing to backtrack on the express allegations of its complaint. Davis v. Rigsby, 261 N.C. 684, 686 (1964) (“A party is bound by his pleadings and, unless withdrawn, amended, or otherwise altered, the allegations contained in all pleadings ordinarily are conclusive as against the pleader. He cannot subsequently take a position contradictory to his pleadings.” (citation omitted)). 41. A non-existent entity cannot use an assumed name (or any other name) and cannot sue under either the non-existent name or the purportedly assumed name— because it does not exist as alleged. Graham County Bd. of Elections, 212 N.C. App. at 320; Azure Dolphin, 2017 NCBC LEXIS 90, at *13−14; cf. Carcano v. JBSS, LLC, 200 N.C. App. 162, 170 (2009) (determining that, because “deeds purported to transfer ownership to a ‘JBSS, LLC,’ a non-existent enterprise, they are void”); Franklin v. Winn Dixie Raleigh, Inc., 117 N.C. App. 28, 34 (1994) (addressing suit against entity that was misnamed and that was not registered as an existing company with the North Carolina Secretary of State), aff’d, 342 N.C. 404 (1995). 42. Further, as a non-existent entity (and one that therefore could not contract), Plaintiff is not the “real party in interest” in this action. See N.C. R. Civ. P. 17(a); see N.C. R. Evid. 201(b)–(c) (judicial notice); Banc of Am., 2021 NCBC LEXIS 60, at *5, n.3; see Highpoint BBC, LLC Limited Liability Company Articles of Organization, SOSID: 2553091, N.C. Sec’y State (11 Jan. 2023), available at https://www.sosnc.gov/online_services/search/profile_filings/20400817. 43. Defendant’s motion has been pending since 13 April 2026, with these issues identified since that time. (ECF Nos. 9, 10). Nonetheless, despite ample time and opportunity to do so, Plaintiff has not sought leave to amend under Rule 15 or taken the opportunity to request to substitute the real party in interest as a plaintiff (notwithstanding its joinder as a third-party defendant). See N.C. R. Civ. P. 15 (addressing amendment); N.C. R. Civ. P. 17 (addressing parties in interest and potential dismissal after reasonable opportunity to address deficiency); see Street v. Smart Corp., 157 N.C. App. 303, 309−10 (2003) (affirming dismissal of action in which plaintiff was not real party in interest and delayed in seeking joinder of real party in interest). 44. These are sufficient bases on which to dismiss this action without prejudice for lack of standing and lack of subject matter jurisdiction under Rule 12(b)(1). 45. Even limiting the Court’s analysis to matters properly considered in resolving a Rule 12(b)(6) motion (i.e., the plain allegations of the complaint, documents referenced in and integral to the complaint, and matters subject to judicial notice) and assuming that the Court has subject matter jurisdiction, however, dismissal is still appropriate on the alternative basis of Rule 12(b)(6).  46. Plaintiff asserts two causes of action: breach of operating agreement (i.e., breach of contract) and declaratory action (i.e., declaratory judgment). (ECF No. 3 at 4–5). 47. Both causes of action are premised on Plaintiff’s contentions that it—High Point BBC, LLC (whether as the entity pleaded in the complaint or as an assumed name)—is the entity governed by the Operating Agreement and operating the Gym and that Defendant therefore breached the Operating Agreement by making decisions and otherwise acting on behalf of “the Company” (i.e., High Point BBC, LLC) without approval of a majority of the member-managers. (ECF No. 3, ¶¶ 14– 23). Thus, Plaintiff purports to sue as the “Company.” 48. The problem with these allegations, however, is that the Operating Agreement on which Plaintiff relies is defined as the “Operating Agreement of Burn Boot Camp High Point, NC” and separately defines the “Company” governed by the document as “High Point LLC”—not High Point BBC, LLC and not Highpoint BBC, LLC. (ECF No. 28.1, Ex. B at 1). 49. Under the North Carolina Limited Liability Company Act, the LLC for which the operating agreement is made for “is deemed to be a party to the operating agreement and, therefore, is bound by and may enforce the provisions thereunder applicable to the LLC.” N.C. Gen. Stat. § 57D-2-31(a). 50. While members of a limited liability company can assert claims for breach of an operating agreement, those claims must be premised on harm to the member individually rather than to the company as a whole. See White v. Hyde, 2016 NCBC LEXIS 74, at *23−24 (N.C. Super. Ct. Oct. 4, 2016) (explaining that, to proceed with a breach of operating agreement claim, the Plaintiff must “allege an injury peculiar and personal to itself as a shareholder . . . separate and distinct from the injury sustained by other shareholders or the corporation itself.” (internal quotations and citations omitted)); 759 Ventures, LLC v. GCP Apt. Investors, LLC, 2018 NCBC LEXIS 82, at *9−11 (N.C. Super. Ct. Aug. 13, 2018). 51. Here, however, Plaintiff pleads no harm to Plaintiff as a member of the “Company” and instead asserts that it is the “Company” and that the harm is against the “Company.” (See ECF No. 3, ¶ 7 (“At all relevant times, Plaintiff High Point BBC (‘the Company’) has owned and operated a Burn Boot Camp gym[.]”); see ECF No. 3, ¶ 19). 52. In that (i) Plaintiff is not the “Company” identified as the entity governed by the Operating Agreement, (ii) Plaintiff has failed to identify any breach as to Plaintiff, and (iii) Plaintiff does not otherwise allege that its cause of action is otherwise premised on being a member of the “Company” as opposed to being the “Company,” Plaintiff’s cause of action for breach of contract fails to state a claim upon which relief can be granted. 53. Thus, dismissal of Plaintiff’s breach of operating agreement cause of action is appropriate on this basis. 54. Further, as to Plaintiff’s declaratory judgment request, “a motion to dismiss a declaratory judgment claim “is appropriate only ‘when the complaint does not allege an actual, genuine existing controversy,’” Bennett v. Bennett, 2019 NCBC LEXIS 19, at *30–31 (N.C. Super. Ct. Mar. 15, 2019) (quoting Legalzoom.com, Inc. v. N.C. State Bar, 2012 NCBC LEXIS 49, at *9 (N.C. Super. Ct. Aug. 27, 2012)), or when the declaratory judgment claim is duplicative of another substantive claim that the court must already address, see, e.g., Augur v. Augur, 356 N.C. 582, 588–89 (2002) (“[S]ection 1-257 permits a trial court, in the exercise of its discretion, to decline a request for declaratory relief when (1) the requested declaration will serve no useful purpose in clarifying or settling the legal relations at issue . . .”); Exencial Wealth Advisors, LLC v. Downing, 2025 NCBC LEXIS 38, at *38 (N.C. Super. Ct. Apr. 1, 2025) (“However, a court may dismiss a claim for declaratory judgment as duplicative if all issues concern questions that the Court will have to resolve in addressing the parties’ claims for breach of contract.” (citation and internal punctuation omitted)); see also Port City Logistics, Inc. v. Chasewater Logistics, LLC, 2024 U.S. Dist. LEXIS 146366, at *14 (W.D.N.C. July 17, 2024) (“Many courts have previously recognized that a declaratory judgment does not serve a useful purpose where that purpose is only to resolve an already-existing breach of contract claim.”). 55. However, generally, “[t]he court may refuse to render or enter a declaratory judgment or decree where such judgment or decree, if rendered or entered, would not terminate the uncertainty or controversy giving rise to the proceeding.” N.C. Gen. Stat. § 1-257. 56. Here, given that the Court will dismiss Plaintiff’s breach of operating agreement cause of action without prejudice and given the standing issues noted above, the Court determines in the exercise of its discretion that, even assuming subject matter jurisdiction, rendering a declaratory judgment under the procedural circumstances of this action would not “terminate the uncertainty or controversy giving rise to the proceeding.” Id.; see also Farber v. N.C. Psychology Bd., 153 N.C. App. 1, 17 (2002) (affirming decision not to resolve declaratory judgment request). III. CONCLUSION 57. As pleaded, Plaintiff has a standing issue, and Plaintiff does not contend that it is a misnomer or typographical error (though it appears that it reasonably could have done so), instead purporting to adopt an assumed name after the case was filed. Even if that were not the case, however, neither of the entities that Plaintiff purports to be—either High Point BBC, LLC (whether as a non-existent entity or under a purported assumed name) or Highpoint BBC, LLC (a registered entity but not the one Plaintiff pleaded it was in the complaint)—is identified as the “Company” operating the Gym under the Operating Agreement or otherwise at issue in the Operating Agreement. Under the circumstances, Plaintiff simply cannot maintain its causes of action as pleaded, and dismissal without prejudice is appropriate to, at a minimum, permit re-filing with clarification of the parties and pleadings. 58. Accordingly, the Court GRANTS Defendant’s motion to dismiss, (ECF No. 9), and Plaintiff’s complaint is accordingly DISMISSED WITHOUT PREJUDICE. SO ORDERED, this 6th day of October 2026. /s/ Matthew T. Houston Matthew T. Houston Special Superior Court Judge for Complex Business Cases