Highlights Healthcare, LLC v. Abell

Highlights Healthcare, LLC v. Abell, 2026 NCBC 67. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION IREDELL COUNTY 25CVS001765-480 HIGHLIGHTS HEALTHCARE, LLC, EMPYREAN HOSPICE, LLC, and HLRE, LLC, Plaintiffs/Counterclaim Defendants v. DOUGLAS J. ABELL, JAMES MAGEE, SEAN J. O’REILLY, MICHAEL STANLEY, and CHER ABELL, Defendants, ORDER AND OPINION ON DOUGLAS J. ABELL, JR. and MOTIONS TO DISMISS JAMES MAGEE, Counterclaim Plaintiffs, DOUGLAS J. ABELL, JR., JAMES MAGEE, HIGHLIGHTS HEALTHCARE, LLC, and EMPYREAN HOSPICE, LLC, Third-Party Plaintiffs, v. LARRY GRAHAM and KNOX HILL INVESTMENTS, LLC, Third-Party Defendants. THIS MATTER is before the Court on Defendants Douglas J. Abell, James Magee, Sean J. O’Reilly, Michael Stanley, and Cher Abell’s (collectively, “Defendants”) Partial Motion to Dismiss Plaintiffs’ First Amended Complaint (ECF No. 16); Plaintiffs Highlights Healthcare, LLC, Empyrean Hospice, LLC, and HLRE, LLC’s (collectively, the “Companies”) Partial Motion to Dismiss Defendants’ Counterclaims (ECF No. 46); and Third-Party Defendants Larry Graham and Knox Hill Investments, LLC’s (together, “Third-Party Defendants”) Partial Motion to Dismiss Third-Party Complaint (ECF No. 60) (collectively, “Motions to Dismiss” or the “Motions”). 1 Having considered the Motions, the parties’ briefs, the arguments of counsel, the applicable law, and all other appropriate matters of record, the Court concludes that the Motions to Dismiss should each be GRANTED in part and DENIED in part for the reasons set forth below. Villmer Caudill, PLLC, by Bo Caudill, Precious McLaughlin, Brittney Slade, and Nicholas Williams, for Plaintiffs Highlights Healthcare, LLC, Empyrean Hospice, LLC, and HLRE, LLC. Spilman Thomas & Battle, PLLC, by Emily Merritt, Jeffrey Patton, and James Simon, for Defendants Douglas J. Abell, Jr., James Magee, Sean J. O’Reilly, Michael Stanley, and Cher Abell. TLG Law, by Sean McLeod and David Redding, for Third-Party Defendants Larry Graham and Knox Hill Investments, LLC. Davis, Judge. INTRODUCTION 1. This case involves a series of disputes between the members, former officers, and managers of three affiliated limited liability companies. In connection with the present Motions to Dismiss, the Court must evaluate a somewhat complex maze of interconnected arguments asserted by the various parties. 1 As is discussed in greater detail below, although captioned as a “partial” motion to dismiss, the Court notes that the Third-Party Defendants’ Motion to Dismiss actually requests that each of the claims contained in the Third-Party Complaint be dismissed in their entirety.  FACTUAL AND PROCEDURAL BACKGROUND 2. The Court does not make findings of fact in connection with a motion to dismiss under Rule 12(b)(6) of the North Carolina Rules of Civil Procedure and instead recites those facts contained in the operative pleading (and in documents attached to, referred to, or incorporated by reference in the operative pleading) that are relevant to the Court’s determination of the motion. See, e.g., Window World of Baton Rouge, LLC v. Window World, Inc., 2017 NCBC LEXIS 60, at *11 (N.C. Super. Ct. July 12, 2017). 3. As this matter is before the Court on multiple motions to dismiss under Rule 12(b)(6), the Court summarizes the factual allegations from each of the operative pleadings for context, but, in resolving each of the Motions, the Court limits its review to the allegations contained in the specific pleading that is the subject of the Motion. I. The Parties 4. Plaintiff/Counterclaim Defendant Highlights Healthcare, LLC (“Highlights”) is a Delaware limited liability company that maintains its principal place of business in Mooresville, North Carolina. (Amended Complaint, ECF No. 6, ¶ 3; Third-Party Complaint, ECF No. 22, ¶ 62.) Highlights is primarily in the business of providing early intervention, diagnostic, and applied behavior analysis (“ABA”) therapy services for children with autism spectrum disorder. (Am. Compl. ¶ 3; Counterclaims, ECF No. 18, ¶ 7; Third-Party Compl. ¶ 3.) 5. Plaintiff/Counterclaim Defendant Empyrean Hospice, LLC (“Empyrean”) is a Delaware limited liability company that maintains its principal place of business in Mooresville, North Carolina. (Am. Compl. ¶ 3; Third-Party Compl. ¶ 62.) Empyrean is primarily in the business of providing hospice services consisting of palliative care to individuals with terminal illnesses. (Am. Compl. ¶ 3; Countercls. ¶ 11; Third-Party Compl. ¶ 8.) 6. Plaintiff/Counterclaim Defendant HLRE, LLC (“HLRE”) is a North Carolina limited liability company that maintains its principal place of business in Mooresville, North Carolina. (Am. Compl. ¶ 3; Countercls. ¶ 10; Third-Party Compl. ¶ 6.) HLRE is a holding company and was formed for the purpose of facilitating real estate transactions involving Highlights and Empyrean. (Am. Compl. ¶ 3; Countercls. ¶ 10; Third-Party Compl. ¶ 6.) 7. Defendant/Counterclaim Plaintiff/Third-Party Plaintiff Douglas J. Abell, Jr. is a citizen of the State of Florida. 2 (Am. Compl. ¶ 5; Third-Party Compl. ¶ 4.) Abell has previously served as the general counsel and the chief executive officer (“CEO”) for each of the Companies. (Am. Compl. ¶¶ 21–22; Countercls. ¶ 2; Third- Party Compl. ¶¶ 11, 27.) 8. Defendant/Counterclaim Plaintiff/Third-Party Plaintiff James Magee is a citizen of the State of North Carolina. (Am. Compl. ¶ 7; Third-Party Compl. ¶ 5.) Magee has previously served as the CEO for Highlights and HLRE. (Am. Compl. ¶ 21; Countercls. ¶ 3; see also Third-Party Compl. ¶ 3.) 2 As discussed below, Douglas Abell’s wife—Cher Abell—has also been named as a defendant in this case. For the avoidance of confusion, throughout this opinion the Court will refer to Douglas Abell as “Abell” and his wife as “Cher Abell.”  9. Third-Party Defendant Knox Hill Investments, LLC (“Knox Hill”) is a Delaware limited liability company and is currently the majority interest owner in Highlights. (Am. Compl. ¶ 12; Countercls. ¶ 1; Third-Party Compl. ¶¶ 6–7.) 10. Third-Party Defendant Larry Graham is a citizen of the State of North Carolina. (Third-Party Compl. ¶ 6.) Graham currently holds a majority ownership interest in both HLRE and Knox Hill. (Am. Compl. ¶¶ 15–16, 49; Countercls. ¶¶ 1, 4, 10; Third-Party Compl. ¶ 6; see also Am. Compl. Ex. D, at 74.) 11. Defendant Sean J. O’Reilly is a citizen of the Commonwealth of Kentucky. (Am. Compl. ¶ 8.) 12. Defendant Michael Stanley is a citizen of the State of Illinois. (Am. Compl. ¶ 9.) 13. Defendant Cher Abell is a citizen of the State of Florida and is married to Abell. (Am. Compl. ¶ 6.) II. The Companies’ Allegations 14. In their Amended Complaint, the Companies have alleged that Highlights was formed on 30 October 2019 by Abell and Magee, who remained its sole owners until April 2021 when Graham—through Knox Hill—began investing in the company. (Am. Compl. ¶ 12.) 15. On 1 January 2022, Abell, Magee, and Graham (on behalf of Knox Hill) executed an operating agreement for Highlights, reflecting that 700 “Class A Units” of ownership in the company were to be held as follows: Knox Hill owning 525 units; Magee owning 75 units; Abell owning 50 units; and a non-party, Jessica Kleberg, owning 50 units. (Am. Compl. ¶ 13; see also Am. Compl. Ex. A (“Highlights’s Operating Agreement”), at 74.) 16. At the same time, Abell and Magee each entered into separate, but identical, restrictive covenant agreements (together, the “Restrictive Covenants”) with Highlights, which contained, inter alia, the following confidentiality, non- competition, and non-solicitation provisions: 2. Confidentiality. 2.1 The Investor agrees that all Confidential Information which the Investor creates or to which the Investor has access as a Unitholder and other associations with the LLC or any of its Affiliates is and will remain the sole and exclusive property of the LLC and its Affiliates. The Investor agrees that, except as required for the proper performance of the Investor’s regular duties for the LLC and its Affiliates, as expressly authorized in writing in advance by a duly authorized officer of the LLC, or as required by applicable law, the Investor will never, directly or indirectly, use or disclose any Confidential Information. The Investor understands and agrees that this restriction will continue to apply after Investor ceases to be a Unitholder for any reason. For the avoidance of doubt, nothing in this Agreement limits, restricts or in any other way affects the Investor’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. The Investor will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, the Investor may be held liable if the Investor unlawfully accesses trade secrets by unauthorized means. 2.2 The Investor agrees that all documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the LLC or any of its Affiliates, and any copies, in whole or in part, thereof (the “LLC Documents”), whether or not prepared by the Investor, will be the sole and exclusive property of the LLC and its Affiliates. The Investor agrees to safeguard all LLC Documents and to surrender to the LLC or its relevant Affiliate, at the time the Investor ceases to be a Unitholder or at such earlier time or times as an authorized officer of the LLC may specify, all LLC Documents then in the Investor’s possession or control. The Investor also agrees to disclose to the LLC, at the time the Investor ceases to be a Unitholder or at such earlier time or times as an authorized officer of the LLC may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which the Investor has password-protected on any computer equipment, network or system of the LLC or any of its Affiliates. ... 4. Restricted Activities. 4.1. Other than Investor’s current employment, while the Investor or an Immediate Family Member of the Investor is a Unitholder of the LLC or an Affiliate and during the twelve (12)-month period immediately following the date the Investor ceases to be a Unitholder (the “Non-Compete Period”), the Investor agrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in the business of ABA Therapy (“the Business”) in any geographic area in which the LLC or any of its Affiliates engage in the Business or are actively planning to engage in the Business during the period Investor is a Unitholder or, with respect to the portion of the Non-Compete Period that follows the date the Investor ceases to be a Unitholder, at the time of such cessation (the “Restricted Area”), or undertake any planning to do any of the foregoing anywhere in the Restricted Area. Specifically, but without limiting the foregoing, the Investor agrees not to work or provide services, in any capacity, anywhere in the Restricted Area, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in the Business; provided that notwithstanding the foregoing, that for purposes of this Agreement, the Investor may engage in (i) owning, directly or indirectly, solely as an investment, up to five percent (5%) of any class of securities of any LLC (whether public or private) that is competitive or substantially similar to the Business; (ii) owning a passive equity interest in a private debt or equity investment fund in which the Investor does not have the ability to control or exercise any managerial influence over such fund; or (iii) any activity consented to in advance in writing by the LLC.  4.2. While the Investor or an Immediate Family Member of the Investor is a Unitholder of the LLC and its Affiliaties [sic] and during the twelve (12)-month period immediately following the date the Investor ceases to be a Unitholder (the “Non-Solicit Period”, and together with the Non-Compete Period, the “Restricted Period”), the Investor agrees to not, directly or indirectly, (a) solicit or encourage any customer, vendor, supplier or other business partner of the LLC or any of its Affiliates to terminate or diminish its relationship with any of them; or (b) seek to persuade any customer, such vendor, supplier or other business partner, or any prospective customer, vendor, supplier or other business partner of the LLC or any of its Affiliates, to conduct with anyone else any business or activity which such customer, vendor, supplier or other business partner conducts, or such prospective customer, vendor, supplier or other business partner could conduct, with the LLC or any of its Affiliates; provided, that these restrictions will apply only with respect to those Persons who are or have been a business partner of the LLC or any of its Affiliates at any time within the six (6)- month period immediately preceding the activity restricted by this Section 4.2 or whose business has been solicited on behalf of the LLC or any of the Affiliates by any of their officers, employees or agents within such six (6)-month period, other than by form letter, blanket mailing or published advertisement. 4.3. During the Non-Solicit Period, the Investor agrees to not, and to not assist any other Person to, directly or indirectly, (a) hire or engage, or solicit for hiring or engagement, any employee of the LLC or any of its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the LLC or any of its Affiliates to terminate or diminish its relationship with any of them. For purposes of this Agreement, (i) an “employee” or an “independent contractor” of the LLC or any of its Affiliates is any Person who was such at any time within the twelve (12)-month period immediately preceding the activity restricted by this Section 4.3 and (ii) an “independent contractor” means only a natural person independent contractor or an entity independent contractor controlled by a natural person providing services to the LLC or any of its affiliates. Notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees or independent contractors of the LLC shall not be considered solicitation. (Am. Compl. ¶ 14; see also Am. Compl. Ex. B, at 1–4; Am. Compl. Ex. C, at 1–4.)  17. Subsequently, Abell, Magee, and Graham formed HLRE on 17 August 2022 and executed its operating agreement shortly thereafter, on 1 September 2022. (Am. Compl. ¶¶ 15–16; see also Am. Compl. Ex. D (“HLRE’s Operating Agreement”).) According to HLRE’s Operating Agreement, the ownership of the company was divided as follows: Graham with an 80% interest; Magee with a 10% interest; and Abell with a 10% interest. (Am. Compl. Ex. D, at 74.) 18. Upon the formation of Highlights and HLRE, Magee served as their CEO, while Abell served as their general counsel. (Am. Compl. ¶ 21.) 19. Abell and Graham organized Empyrean on 27 April 2023. (Am. Compl. ¶ 17.) Shortly thereafter, on 1 May 2023, Abell—acting as Empyrean’s president— executed its operating agreement. (Am. Compl. ¶¶ 17–18; see also Am. Compl. Ex. E (“Empyrean’s Operating Agreement”).) 20. According to the Amended Complaint, at the time Empyrean was organized, Graham—through his sole ownership of various pass-through entities— was its sole owner. 3 (Am. Compl. ¶ 18.) 21. Though they are distinct legal entities, the Amended Complaint alleges that each of the Companies worked as integrated affiliates of each other and shared common control, strategic direction, executive oversight, business infrastructure, technology platforms, employee data, and confidential information. (Am. Compl. ¶¶ 4, 19–20.) 3 Though the Amended Complaint is unclear on this issue, it appears that at some point between 1 May 2023 and 5 December 2024, Abell obtained a 10% ownership interest in Empyrean. (See Am. Compl. Ex. G, at 2.)  22. In November 2023, Highlights and HLRE informed Abell that he would be replacing Magee and assuming the role of CEO—in addition to continuing to serve in his role as the Companies’ general counsel. (Am. Compl. ¶¶ 5, 7, 22–23.) 23. Shortly after assuming his position as CEO, the Amended Complaint alleges that Abell began working with Magee, O’Reilly, and Stanley to solicit private equity investment firms to invest in the Companies. (Am. Compl. ¶¶ 44–47.) Furthermore, throughout April and May 2024, Abell, Magee, O’Reilly, and Stanley used the Companies’ confidential information to prepare multiple presentations to entice private equity investors. (Am. Compl. ¶¶ 45–48.) 24. However, in May 2024, Graham—on behalf of Knox Hill—expressed his concerns about Abell’s actions and advised Abell that he did not agree with Abell’s plan to obtain private equity investors for the Companies. (Am. Compl. ¶¶ 49–51.) 25. Nonetheless, Abell, Magee, O’Reilly, and Stanley continued using the Companies’ confidential information in presentations with potential private equity investors through September 2024. (Am. Compl. ¶¶ 51–53, 55–56.) 26. In September 2024, after having met with various potential equity investment firms, Abell informed Graham that a firm called Shore Capital was interested in investing in the Companies. (Am. Compl. ¶¶ 55–57.) However, once again, Graham informed Abell that he was not interested in partnering with a private equity investment firm due to his concern that it would “change the mission” of the Companies. (Am. Compl. ¶ 57.)  27. The Amended Complaint alleges that Abell, Magee, O’Reilly, and Stanley subsequently informed Shore Capital that they would continue to work toward a deal while they formed their own competing business. (Am. Compl. ¶¶ 58– 61.) 28. In furtherance of their scheme to start a competing business, the Amended Complaint alleges that, on 14 September 2024, Abell reserved the company name “Lamplight Hospice Services LLC” with the State of Delaware. (Am. Compl. ¶ 54; see also Am. Compl. Ex. S.) 29. Shortly thereafter, on 7 October 2024, O’Reilly sent an email to Abell and Stanley, which stated, in relevant part, as follows: 1. We expect key personnel to want to leave [E]mpyrean and join this effort[.] 2. We recognize and value [Graham’s] expertise, but have a ton of conviction about moving ahead without him--see [Abell’s] Empyrean experience and growth[.] 3. Moving ahead without [Graham] may simplify things without impacting our ability to tap into contacts in key markets/with sellers to grow this thing[.] 4. We remain excited and ready to move ahead[.] (Am. Compl. ¶ 60; see also Am. Compl. Ex. W, at 1.) 30. During this time, Abell and Magee began developing business concepts, marketing materials, service models, and other key documents relating to ABA therapy and hospice operations. (Am. Compl. ¶ 64.) Abell also began emailing the Companies’ financial documents, corporate models, and other key materials to his personal email address. (Am. Compl. ¶ 68.)  31. In November 2024—allegedly due to Abell’s poor job performance and his failure to complete the various tasks that were being assigned to him—Abell agreed to resign his position as CEO and to continue serving as the Companies’ general counsel. (Am. Compl. ¶¶ 23, 66.) 32. Shortly thereafter, in December 2024, Abell, Magee, and Graham began having discussions about Graham purchasing Abell and Magee’s respective ownership interests in the Companies. (Am. Compl. ¶ 25.) As a result of these conversations, Abell—acting in his capacity as the Companies’ general counsel— drafted Unit Repurchase Agreements pursuant to which Graham would purchase Abell’s ownership interests in the Companies for $2,623,000 and Magee’s ownership interests in Highlights and HLRE for $810,000. (Am. Compl. ¶¶ 26–27; see also Am. Compl. Ex. F–G.) 33. The Amended Complaint alleges that—through various email exchanges—Abell and Magee each indicated their agreement to the terms of the Unit Repurchase Agreements, with the intent that the transaction would close on 31 December 2024. (Am. Compl. ¶ 27; see also Am. Compl. Ex. G–H.) 34. Following these discussions, Magee resigned from his employment with the Companies on 11 December 2024. (Am. Compl. ¶ 29.) 35. Shortly thereafter, on 15 January 2025, each of the Companies terminated Abell’s employment. (Am. Compl. ¶ 31.) 36. Following Abell’s termination, the Companies requested—via email— that Abell return all property belonging to the Companies in his possession, specifically including his work laptop. (Am. Compl. ¶ 82; see also Am. Compl. Ex. AB.) 37. Less than a week later, on 20 January 2025, the Companies discovered that Abell was still using his work laptop and had been able to connect to the Companies’ network through an “operations” account. (Am. Compl. ¶¶ 84–85.) Upon learning of Abell’s access to their system, the Companies had the screen visibility and keyboard and mouse control for Abell’s laptop disabled and each of his user accounts removed. (Am. Compl. ¶ 84.) 38. Though his access to the Companies’ accounts had been disabled, on 8 February 2025, Abell’s Empyrean-associated email address received a meeting invitation from the Companies’ former accounting firm—Blue Co. (“Blue”). (Am. Compl. ¶ 88; see also Am. Compl. Ex. AF.) 39. In the body of the meeting invitation, Blue stated, in relevant part, “Attached is a single hospice agency financial model that is based on actual experience (rows 1-140) with a corporate support center expense overlay (rows 142- 157).” (Am. Compl. ¶ 91; see also Am. Compl. Ex. AE.) Attached to the meeting invitation were two documents: (1) a PowerPoint presentation titled “Hospice Overview.ppt” and (2) an Excel spreadsheet titled “Copy of Lamplight Hospice 2025 Model.xlsx” (the “Lamplight Model”). (Am. Compl. ¶ 90; see also Am. Compl. Ex. AF– AG.) 40. Upon review, the Companies determined that the Lamplight Model that Blue had attached to the meeting invitation was substantively identical to a document that the Companies had provided to Abell that was titled “One Branch 30.60.90.120 NIFO through Sep.xlsx” (the “NIFO Model”). (Am. Compl. ¶¶ 92–94; see also Am. Compl. Ex. AH.) 41. In essence, the NIFO Model was the financial model that Empyrean had used to plan the initial operation of its Aiken, South Carolina, facility and included detailed information regarding the facility’s actual and projected costs, income, and profits. (Am. Compl. ¶¶ 92–94; see also Am. Compl. Ex. AH.) 42. Though the Companies had never provided—or authorized Abell to provide—Blue with a copy of its NIFO Model, its format, general ledger descriptions, general ledger numbers, and financial numbers were identical to those reflected in the Lamplight Model attached to Blue’s meeting invitation. (Am. Compl. ¶¶ 94–95.) 43. The Amended Complaint alleges that on 9 April 2025 Magee contacted the Companies’ primary office supplies vendor—Staples—and requested that details regarding the Companies’ business with Staples be sent to his personal email address. (Am. Compl. ¶¶ 79–80.) 44. Shortly thereafter, on 30 April 2025, an individual named Alexis Rand contacted two of Highlights’s employees and stated that she was “working with [or for] [Abell], regarding a new venture” and that they “ha[d] . . . contracts with ABA companies.” (Am. Compl. ¶ 71.) Believing that Rand’s message was an indirect attempt by Abell to solicit them to leave Highlights and join a new competing business, the two employees immediately reported their receipt of the message to the Companies. (Am. Compl. ¶ 72.)  45. Upon investigation, the Companies learned that Rand was employed as the chief clinical officer for a Georgia company named “Lamplight Behavior Analysis.” 4 (Am. Compl. ¶¶ 71–74.) 46. The Companies also discovered that at least one employee—Cavan Doherty—had already resigned from his employment with Highlights to accept a position at Lamplight Behavior Analysis. (Am. Compl. ¶ 76.) 47. The Amended Complaint alleges that Abell has engaged in various additional activities designed to solicit the Companies’ employees, including repeatedly sending requests on social media to one of the Companies’ key employees. (Am. Compl. ¶ 77.) 48. After conducting a review of Abell’s alleged misconduct, the Companies discovered several instances in which Abell had used his position to draft and execute various promissory notes on behalf of Highlights, including: (a) a promissory note in the amount of $400,000 payable to Larry Graham, dated 25 May 2023; (b) a promissory note in the amount of $600,000 payable to Larry Graham, dated 26 July 2023; (c) a promissory note in the amount of $400,000 payable to Abell, dated 1 August 2023; 4 The Amended Complaint alleges that Lamplight Behavior Analysis was formed on 6 February 2025 by James Crawford, a friend and former business partner of Magee. (Am. Compl. ¶ 74.) At the time the Amended Complaint was filed, the Companies alleged that Lamplight Behavior Analysis was scheduled to open its first location in June 2025—less than twenty miles from one of the Companies’ facilities. (Am. Compl. ¶ 75.)  (d) a promissory note in the amount of $121,000 payable to Abell, dated 23 October 2023; and (e) a promissory note in the amount of $2,392,791.84 payable to Abell and Cher Abell, dated 1 July 2024. (Am. Compl. ¶¶ 97–100; see also Am. Compl. Ex. AI–AJ.) 49. These promissory notes, the Companies allege, were made without authorization and executed without Graham’s knowledge or consent. (Am. Compl. ¶¶ 97–98.) III. Abell and Magee’s Allegations 50. Through their Counterclaims and Third-Party Complaint, Abell and Magee have painted a very different picture of the internal operations of the Companies and the circumstances surrounding their respective departures. (See generally Countercls. ¶¶ 1–4; Third-Party Compl. ¶¶ 1–3.) 51. According to the Counterclaims and Third-Party Complaint, Abell and Graham first became acquainted in March 2011, when Graham hired Abell to serve as the general counsel for a hospice company Graham had founded, Curo Health Services (“Curo”). (Countercls. ¶ 1; Third-Party Compl. ¶ 1.) 52. While still working at Curo, Abell and Graham began collaborating with Magee to form Highlights. (Countercls. ¶ 7; Third-Party Compl. ¶ 3.) 53. According to Abell and Magee, Highlights was formed under Delaware law on 19 October 2019, and Graham (through Knox Hill) has always held a substantial ownership interest in the company. (Countercls. ¶¶ 7–9; Third-Party Compl. ¶¶ 3–5.) 54. Thereafter, Abell, Magee, and Graham worked together to form HLRE under North Carolina law on 18 August 2022, with Abell and Magee each holding a 10% ownership interest and Graham holding an 80% ownership interest. (Countercls. ¶ 10; Third-Party Compl. ¶ 6.) 55. Then, in April 2023, after selling their respective interests in—and terminating their employment with—Curo, Abell and Graham established Empyrean under Delaware law. (Countercls. ¶¶ 6, 11; Third-Party Compl. ¶¶ 2, 7.) The Counterclaims and Third-Party Complaint allege that—at all relevant times—Abell has held a 10% ownership interest in Empyrean, while Graham, individually, has held the remaining 90% ownership interest. (Countercls. ¶ 11; Third-Party Compl. ¶ 7.) 56. As a Medicare-eligible hospice services provider, Empyrean was required to offer a spiritual care program to its patients. (Countercls. ¶ 12; Third- Party Compl. ¶ 8.) Together, Graham and Abell decided that Empyrean would operate as a “faith-driven company offering salvation in Christianity on a permission- based, voluntary basis[.]” (Countercls. ¶ 12; Third-Party Compl. ¶ 8.) 57. Despite their respective ownership interests in each of the Companies, Abell and Magee allege that Graham has acted on a de facto basis as the Companies’ sole manager by making key decisions without obtaining proper approval from the Companies’ officers or board of managers. (Countercls. ¶¶ 4, 20; Third-Party Compl. ¶¶ 7, 16.) 58. Abell and Magee contend that after unilaterally appointing Abell as the CEO of each of the Companies in November 2023, Graham was made fully aware— and approved—of Abell’s efforts to solicit private equity investments in the Companies. (Countercls. ¶¶ 15, 21–22; Third-Party Compl. ¶¶ 11, 17–18.) 59. Despite Abell and Magee’s expectation that their respective investments in each of the Companies would be repaid once the Companies were sold to private equity investors, Graham began expressing his “concern” that private equity investors would change the Companies’ religious mission. (Countercls. ¶¶ 23, 45; Third-Party Compl. ¶¶ 19, 41.) 60. Beginning in the summer of 2023, and continuing through 2024, Graham became increasingly fervent in his religious beliefs, resulting in his making erratic and inappropriate management decisions. (Countercls. ¶¶ 13–19; Third-Party Compl. ¶¶ 9–15.) 61. For example, Graham: (1) designed and implemented a “Culture Test” to determine if the Companies’ employees were “living a Christian lifestyle”; (2) began threatening to terminate Highlights’s and Empyrean’s employees who did not participate in weekly “prayer call” events; (3) demanded that key executives and employees attend services at his church; and (4) diverted monthly payments of $36,000 from Highlights and Empyrean to his church. (Countercls. ¶¶ 13–14, 24–25, 30; Third-Party Compl. ¶¶ 9–10, 20–21, 26.)  62. Abell and Magee further allege that—in addition to causing multiple executives and employees to resign due to harassment—Graham attempted to take adverse employment actions against two of Highlights’s and Empyrean’s employees based solely upon his perception of their religious beliefs and sexual orientations. (Countercls. ¶¶ 14, 16, 18, 26, 29–30; Third-Party Compl. ¶¶ 10, 12, 14, 22, 25–26.) 63. At the same time, Graham began using Highlights’s and Empyrean’s funds to make numerous non-business expenditures, including: (1) leasing an apartment in downtown Charlotte, North Carolina, for his personal use; (2) leasing a jet for his personal use; (3) making various payments to his wife; and (4) paying for personal meals, vacations, vehicles, home repairs, remodeling, and his personal mortgage. (Countercls. ¶ 19; Third-Party Compl. ¶ 15.) 64. On 11 November 2024—less than a month after Abell refused to attend one of Graham’s church services—Graham made the unilateral decision to remove Abell from his position as CEO of the Companies. (Countercls. ¶¶ 27, 31; Third-Party Compl. ¶¶ 23, 27.) 65. Shortly thereafter, on 5 December 2024, Abell and Magee were informed by the Companies’ chief financial officer—Melissa Coleman—that Graham had made the decision to acquire Abell and Magee’s respective ownership interests in each of the Companies and that their equity interests had already been converted to debt in the Companies’ financial records. (Countercls. ¶ 32; Third-Party Compl. ¶ 28.) 66. After receiving Coleman’s email, Abell and Graham discussed the matter and were able to reach an agreement in principle, whereby Abell’s principal investment would be repaid through ten quarterly installments. (Countercls. ¶ 34; Third-Party Compl. ¶ 30.) However, Abell and Graham were not able to reach an agreement as to the remaining material terms of the purported buyout agreement. (Countercls. ¶¶ 34–35; Third-Party Compl. ¶¶ 30–31.) 67. With respect to Magee, after Magee had received Coleman’s email, Graham approached Magee’s cubicle, began engaging in physically and verbally intimidating conduct, and refused to leave until Magee “agreed” to sell his ownership interests in the Companies to Graham. (Countercls. ¶ 33; Third-Party Compl. ¶ 29.) 68. Almost a week after this encounter, on 11 December 2024, Magee approached Graham to express his concern about the Companies’ management, the equity purchase plan, and Graham’s behavior. (Countercls. ¶ 36; Third-Party Compl. ¶ 32.) In response to Magee’s concerns, Graham immediately terminated Magee and contacted Abell to falsely inform him that Magee had resigned. (Countercls. ¶ 36; Third-Party Compl. ¶ 32.) 69. Throughout the remainder of December 2024, and into early January 2025, Abell exchanged various emails with Coleman concerning the terms of the purported buyout agreement, and the two of them exchanged various drafts. (Countercls. ¶¶ 37–40; Third-Party Compl. ¶¶ 33–36.) 70. However, rather than negotiating with Abell in good faith, on 15 January 2025, Graham terminated Abell’s employment solely for the purpose of declaring a “triggering event” under the terms of the Companies’ respective operating agreements. (Countercls. ¶¶ 41–42; Third-Party Compl. ¶¶ 37–38.)  71. Having declared such a “triggering event,” Abell and Magee contend that Graham has attempted to usurp their respective ownership interests in each of the Companies without their consent and without providing them with fair compensation. (Countercls. ¶¶ 42–44; Third-Party Compl. ¶¶ 38–40.) IV. Procedural History 72. The Companies initiated this action by filing a Complaint in Iredell County Superior Court on 16 May 2025. (See ECF No. 3.) 73. The Companies subsequently filed an Amended Complaint on 9 June 2025, which named Abell, Magee, O’Reilly, Stanley, and Cher Abell as Defendants. In the Amended Complaint, the Companies asserted claims against Defendants for: (1) specific performance; (2) breach of fiduciary duty; (3) constructive fraud; (4) breach of contract; (5) misappropriation of trade secrets pursuant to N.C.G.S. § 66-152 et seq., and 18 U.S.C. § 1836 et seq.; (6) conspiracy and aiding and abetting misappropriation of trade secrets; (7) tortious interference with contractual and business relationships; (8) unfair and deceptive trade practices (“UDTP”); (9) unauthorized access to computer systems pursuant to N.C.G.S. § 14-458 and 18 U.S.C. § 1030; (10) conversion; (11) forgery/fraudulent inducement; (12) declaratory relief; and (13) injunctive relief. 74. Four days later, on 13 June 2025, the Companies filed a Notice of Voluntary Dismissal Without Prejudice pursuant to Rule 41 of the North Carolina Rules of Civil Procedure, dismissing their federal claims under 18 U.S.C. §§ 1030 and 1836. (ECF No. 7.)  75. This matter was subsequently designated as a mandatory complex business case and assigned to the undersigned on 17 June 2025. (ECF Nos. 1–2.) 76. On 17 July 2025, Defendants filed their present Motion to Dismiss requesting that the Court dismiss some, but not all, of the Companies’ claims. 77. That same day, Abell and Magee filed the Counterclaims against the Companies for (1) breach of contract (indemnification); (2) breach of contract (advancement); (3) breach of information rights and accounting pursuant to N.C.G.S. § 57D-3-04 and Del. Code Ann. tit. 6, § 18-305; (4) breach of the implied covenant of good faith and fair dealing; (5) UDTP; (6) judicial dissolution pursuant to N.C.G.S. § 57D-6-01 et seq.; (7) judicial dissolution pursuant to Meiselman; and (8) declaratory judgment. 78. At the same time, Abell and Magee also filed a Third-Party Complaint and asserted the following claims against Graham and Knox Hill: (1) individual claims for breach of fiduciary duty; (2) individual claims for constructive fraud; (3) a derivative claim on behalf of Highlights and Empyrean for corporate waste/self- dealing; and (4) a derivative claim on behalf of Highlights and Empyrean for breach of fiduciary duty. Abell and Magee have also requested that the Court “pierce the corporate veil” by holding Graham individually liable for any conduct attributable to Knox Hill. 79. The Companies filed their Motion to Dismiss Abell and Magee’s Counterclaims on 29 August 2025; and the Third-Party Defendants filed their Motion to Dismiss the claims in the Third-Party Complaint on 22 September 2025.  80. This matter came on for a hearing before the Court on 22 January 2026, at which all parties were represented by counsel. (See ECF No. 88.) 81. Having been fully briefed, the Motions are now ripe for resolution. LEGAL STANDARD 82. In ruling on a motion to dismiss pursuant to Rule 12(b)(6), the Court reviews the allegations in the complaint in the light most favorable to the plaintiff. See Christenbury Eye Ctr., P.A. v. Medflow, Inc., 370 N.C. 1, 5 (2017). The Court’s inquiry is “whether, as a matter of law, the allegations of the complaint . . . are sufficient to state a claim upon which relief may be granted under some legal theory[.]” Harris v. NCNB Nat’l Bank of N.C., 85 N.C. App. 669, 670 (1987). The Court accepts all well-pled factual allegations in the relevant pleading as true. See Krawiec v. Manly, 370 N.C. 602, 606 (2018). The Court is therefore 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 Health and Hum. Serv