Turpin v. Charlotte Latin Schools, Inc.

IN THE SUPREME COURT OF NORTH CAROLINA No. 86A23-2 Filed 14 August 2026 DOUG TURPIN and NICOLE TURPIN v. CHARLOTTE LATIN SCHOOLS, INC.; CHARLES D. BALDECCHI; TODD BALLABAN; DENNY S. O’LEARY; MICHAEL D. FRENO; R. MITCHELL WICKHAM; COURTNEY HYDER; IRM R. BELLAVIA; PHIL COLACO; JOHN D. COMLY; MARY KATHERINE DUBOSE; ADAORA A. ERUCHALU; DEBBIE S. FRAIL; DON S. GATELY; ISRAEL K. GORELICK; JOY M. KENEFICK; KARIM LOKAS; JOHN T. MCCOY; KRISTIN M. MIDDENDORF; A. COY MONK IV; UMA N. O’BRIEN; DAVID A. SHUFORD; MICHELLE A. THORNHILL; FLETCHER H. GREGORY III; TARA LEBDA; and PAIGE FORD. Appeal pursuant to N.C.G.S. § 7A-30(2) (2023) from the decision of a divided panel of the Court of Appeals, 293 N.C. App. 330 (2024), affirming an order granting defendants’ motion to dismiss plaintiffs’ complaint entered on 13 October 2022 by Judge Lisa C. Bell in Superior Court, Mecklenburg County. Heard in the Supreme Court on 29 October 2025. Ward and Smith, P.A., by Christopher S. Edwards, Alex C. Dale, and Alexandra E. Ferri; and Vogel Law Firm PLLC, by Jonathan A. Vogel, for plaintiff-appellants. Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, by Kimberly M. Marston, Jim W. Phillips Jr., Jennifer K. Van Zant, and William A. Robertson, for defendant-appellees. Dowling PLLC, by Troy D. Shelton, for Richard Hudson, Pat Harrigan, Brad Overcash, Dana Jones, W. Ted Alexander, Amy S. Galey, David Willis, Celeste C. Cairns, Grant L. Campbell, Brian Echevarria, Neal Jackson, Keith Kidwell, Heather H. Rhyne, Coalition for Liberty, Moms for Liberty, American Center for Education and Knowledge, Color Us United, Future Prep Educational Services,  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court National School Boards Leadership Council, New Tolerance Campaign, Our Duty, The Palm Beach Freedom Institute, The Patriots Business Alliance, United Families International, and Advocates for Faith & Freedom, amici curiae. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., by Christopher G. Smith, B. Davis Horne Jr., Michael W. Mitchell, and Jang H. Jo, for North Carolina Association of Independent Schools and the Southern Association of Independent Schools, amici curiae. Troutman Pepper Locke LLP, by Joshua D. Davey, for the Roman Catholic Diocese of Charlotte, North Carolina, amicus curiae. DIETZ, Justice. Once again, we are confronted with a case where the factual allegations “concern matters that are controversial in contemporary politics” but where the legal issues “are so time-tested that they border on mundane.” Kinsley v. Ace Speedway Racing, Ltd., 386 N.C. 418, 420 (2024). According to the complaint in this case, Plaintiffs Doug and Nicole Turpin sent their children to a private school called Charlotte Latin School. Beginning in the summer of 2020, the school began to change its curriculum to focus on politicized issues of race and gender identity. At some point, the Turpins learned that the school was teaching their sixth-grade child various polarizing concepts such as “Republicans are white supremacists.” The school also required young students to read books on sexuality and gender identity that were not age appropriate. The Turpins started organizing with other parents to voice their concerns about the school curriculum in 2021. Eventually, the Turpins scheduled a meeting -2-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court with school leadership. At the meeting, the school was not interested in discussing the Turpins’ concerns. Instead, the school terminated the Turpins’ enrollment contracts and expelled their children with no advance warning. The school also falsely accused the Turpins of making racist comments about non-white students and faculty. The Turpins responded by bringing this lawsuit, alleging a long list of claims including breach of contract, fraud, unfair and deceptive trade practices, and defamation. The subject matter of this lawsuit no doubt touches on divisive topics in contemporary social discourse. But none of those divisive topics have any bearing on the legal issues before this Court today. Our task is to determine if the Turpins’ complaint satisfies the “notice pleading” standard that applies in civil cases. Pyco Supply Co. v. Am. Centennial Ins. Co., 321 N.C. 435, 442 (1988). That well-settled standard requires the complaint to contain a “short and plain statement” sufficient to notify the defendants of “the events or transactions which produced the claim.” Id. When reviewing a complaint under this standard, courts must take all the allegations as true and cannot grant a motion to dismiss unless it “appears certain that plaintiffs could prove no set of facts which would entitle them to relief.” Howell v. Cooper, 388 N.C. 71, 78 (2025). Applying that standard here, the Turpins have alleged a number of claims that meet the notice pleading requirements and cannot be dismissed at this early stage of the case. Now, to be fair, the Turpins’ complaint is far from a “short and plain -3-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court statement.” The sixty pages of allegations occasionally resemble a press release more than a legal filing. This likely complicated the lower courts’ review because many portions of the complaint assert claims or legal theories that are meritless as a matter of law and were properly dismissed. But, as explained in more detail below, when we take the allegations in the complaint as true, the Turpins have alleged a narrow set of facts that, if proven, properly state claims for breach of contract, fraud, unfair and deceptive trade practices, and defamation. We therefore reverse the decision of the Court of Appeals and remand the case so that the Turpins can proceed on this more limited set of properly pleaded claims. Facts and Procedural History Our factual discussion throughout this opinion is based on the allegations in the complaint. Under the applicable standard of review, we must take these unproven allegations as true for purposes of our review. Jones v. J. Kim Hatcher Ins. Agencies, Inc., 387 N.C. 489, 492 (2025). Plaintiffs Doug Turpin and Nicole Turpin have two children who attended Charlotte Latin School for a number of years. Until the 2020–2021 school year, Charlotte Latin offered a traditional, “apolitical” curriculum focused on classical education. That changed after the death of George Floyd and the racial justice movement that followed in the summer of 2020. At that point, the school began to focus its -4-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court attention and curriculum on the “continued marginalization of Black Americans” and the need to “prioritize racial equity.” School leaders suggested that the school had roots in racism and sent a letter to parents stating that it had heard “about injustices experienced by students of color and about the shame felt by white students.” The Turpins saw the effects of these changes in the classroom. In a sixth-grade humanities class, the teacher taught students that “Republicans are white supremacists” and pressured the Turpins’ child to believe “what Republicans stand for is racial suppression and white supremacy in action.” The new curriculum also expanded beyond the intense focus on divisive racial issues. Students of every age were told to choose their preferred pronouns, and even young children were required to read books and poems about “homosexuality and transgenderism that were pornographic and/or not age appropriate.” Eventually, a group of concerned parents formed “Refocus Latin,” an informal organization to push for changes to the school curriculum. The Turpins were founding members of Refocus Latin. The group asked to make a presentation to Charlotte Latin’s Board of Trustees. The board agreed to meet with ten parents from the group and listen to their concerns. Before and during the meeting, members of the board repeatedly assured the group that “no parent who raises concerns about Latin’s curriculum and culture will be subjected to retaliation and that any parent who participates in the presentation would be even more protected from being subjected to retaliation.” The ten parents, including Doug Turpin, then gave the presentation, -5-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court which described “specific and serious concerns that Latin had changed its curriculum and culture to comport with views associated with a political agenda.” Immediately after the presentation, Charlotte Latin told the group of parents that neither the Board of Trustees nor the school’s administrators would have any further discussions with the group about the matters raised in the presentation. Instead, the school said parents must meet individually with school administrators to discuss any concerns with their children’s education. The Turpins later emailed school administrators requesting a meeting to discuss specific concerns with their sixth-grader’s humanities class. In the email, the Turpins explained that they did not want their child to experience “any possible blowback because of what we are bringing to your attention.” A school administrator responded that “there will be no blowback, I assure you.” A few days later, Doug Turpin went to Charlotte Latin to meet with school leadership. Defendant Charles Baldecchi, Charlotte Latin’s “Head of School,” and Defendant Todd Ballaban, Charlotte Latin’s “Head of Middle School,” attended the meeting. After allowing Turpin to briefly discuss concerns about the sixth-grade humanities class, Baldecchi accused Turpin and the other Refocus Latin parents of displaying a PowerPoint document that included the racist statement that students and faculty of color at Charlotte Latin are “not up to the merit of the school.” The PowerPoint presentation did not contain this statement. Baldecchi then took out copies of the children’s enrollment agreements and told -6-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court Turpin that Charlotte Latin was terminating the children’s enrollment and expelling them effective immediately. Baldecchi told Turpin that the children must leave Charlotte Latin by the end of the day and were prohibited from ever returning. Several days later, Charlotte Latin sent an email to all parents, students, faculty, and staff accusing the Turpins and the other parents involved in the Refocus Latin presentation of making racist statements that “diverse students and faculty have not earned their positions and honors at Latin.” Neither Turpin nor any other parent made these statements at the meeting, and the presentation itself did not include those statements. The Turpins later brought this action against Charlotte Latin, Baldecchi, Ballaban, and the members of the school’s board of trustees. The complaint alleged breach of contract, fraud, unfair and deceptive trade practices, defamation, and a number of other related claims. The defendants moved to dismiss all claims under Rule 12(b)(6) for failure to state a claim on which relief can be granted. The trial court granted the motion with respect to every claim except breach of the implied covenant of good faith and fair dealing. The Turpins then voluntarily dismissed that sole surviving claim and appealed the trial court’s order. On appeal, a divided panel at the Court of Appeals affirmed the trial court’s order. Turpin v. Charlotte Latin Schs., Inc., 293 N.C. App. 330 (2024). The Turpins filed a notice of appeal based on the dissent, and we allowed discretionary review to -7-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court examine additional issues that were not the basis for the dissenting opinion.1 Analysis I. Standard of review We begin our analysis with the standard of review. This case is before us on Charlotte Latin’s motion to dismiss under Rule 12(b)(6) of the Rules of Civil Procedure. N.C.G.S. § 1A-1, Rule 12(b)(6) (2025). In that motion, Charlotte Latin argued that the Turpins’ lengthy, multi-count complaint failed to state any claim on which relief can be granted. We therefore start our discussion with the pleading requirements necessary to satisfy Rule 12(b)(6). Under the Rules of Civil Procedure, a complaint must contain a “short and plain statement of the claim sufficiently particular to give the court and the parties notice of the transactions, occurrences, or series of transactions or occurrences, intended to be proved showing that the pleader is entitled to relief.” Id. Rule 8(a)(1). Courts refer to this as the “notice pleading” standard. Pyco, 321 N.C. at 442. Notice pleading is a “liberal” rule, not a “hyper-technical” one. Howell, 388 N.C. at 77. “At the Rule 12(b)(6) stage, a court must take the allegations in the complaint as true and draw all reasonable inferences in the plaintiff’s favor.” Jones, 387 N.C. at 492 (cleaned up). Treating those allegations as true, a complaint “complies with the rule if it gives sufficient notice of the events or transactions which produced the claim 1 The Turpins filed their notice of appeal before the repeal of N.C.G.S. § 7A-30(2) (2023), which authorized an appeal by right based on a dissenting opinion at the Court of Appeals. See Durham Green Flea Market v. City of Durham, 388 N.C. 543, 548 (2025). -8-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court to enable the adverse party to understand the nature of it and the basis for it, to file a responsive pleading, and—by using the rules provided for obtaining pretrial discovery—to get any additional information he may need to prepare for trial.” Howell, 388 N.C. at 77 (cleaned up). “To that end, a plaintiff does not have to prove his case at the pleading stage, and few complaints fail to survive a motion to dismiss under Rule 12(b)(6).” Id. at 78 (cleaned up). “Dismissal under Rule 12(b)(6) is warranted only when (1) it appears certain that plaintiffs could prove no set of facts which would entitle them to relief under some legal theory; (2) no law exists to support the claim made; or (3) the complaint on its face discloses facts that necessarily defeat the claim.” Id. This notice pleading standard is nothing new; it is so well-settled in our state’s jurisprudence that repeating it in full, as we have done above, can feel excessive. But one portion of the rule, although well-settled in Court of Appeals jurisprudence, has never been expressly endorsed by this Court. That portion concerns what constitutes the “complaint” for purposes of review under Rule 12(b)(6). As noted above, the “function of a motion to dismiss is to test the law of a claim, not the facts which support it.” Id. For this reason, review at the Rule 12(b)(6) stage is typically limited to the so- called “four corners” of the complaint. Blue v. Bhiro, 381 N.C. 1, 3 (2022). If, in a Rule 12(b)(6) motion, the movant includes evidence outside the four corners of the complaint, and that evidence is not excluded by the court, the motion is converted into a summary judgment filing and must comply with Rule 56. N.C.G.S. § 1A-1, Rule -9-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court 12(b); see also Blue, 381 N.C. at 6. But this Court has long held that the “four corners” of the complaint can extend beyond the limits of the complaint itself and reach documents that are “central to the claim” and “attached to the complaint and incorporated therein by reference.” Mauck v. Cherry Oil Co., Inc., 388 N.C. 325, 332–33 (2025) (cleaned up). In Mauck, it was a contract attached to the complaint. But we have acknowledged the same is true for other documents central to an asserted claim, including wills and other instruments, and copies of legal filings from other lawsuits. See, e.g., Ladd v. Est. of Kellenberger, 314 N.C. 477, 480, 482 (1985); Stanback v. Stanback, 297 N.C. 181, 205 (1979). Simply put, we have long held that if a document is central to a claim and is attached to the complaint, it can be considered as part of the “four corners” of the complaint for purposes of Rule 12(b)(6). This is straightforward enough, but it raises a follow-up question: What if a document is central to a claim, referenced in the allegations, but not attached to the complaint? The Court of Appeals has long held that these documents, too, are properly considered under Rule 12(b)(6). See Oberlin Cap., L.P. v. Slavin, 147 N.C. App. 52, 60–61 (2001). So long as the document’s authenticity is not disputed, “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.” Id.; see also Holton v. Holton, 258 N.C. App. 408, 419 (2018); Robertson v. Boyd, 88 N.C. App. 437, 441 (1988); Coley v. N.C. Nat’l Bank, 41 N.C. App. 121, 126 -10-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court (1979). This accords with the approach in the federal courts. “Under the incorporation- by-reference doctrine, a court may consider evidence attached to a motion to dismiss without converting the motion into one for summary judgment if (1) the plaintiff refers to certain documents in the complaint, (2) those documents are central to the plaintiff’s claim, and (3) the documents’ contents are undisputed.” Baker v. City of Madison, 67 F.4th 1268, 1276 (11th Cir. 2023) (cleaned up); see also Friedman v. AARP, Inc., 855 F.3d 1047, 1051 (9th Cir. 2017); Berneike v. CitiMortgage, Inc., 708 F.3d 1141, 1146 (10th Cir. 2013). This means that, so long as the document is “integral to the complaint and there is no dispute about the document’s authenticity,” a court can examine the document at the Rule 12(b)(6) stage and even “credit the document over conflicting allegations in the complaint.” Doriety ex rel. Est. of Crenshaw v. Sletten, 109 F.4th 670, 679 (4th Cir. 2024) (cleaned up). We take this opportunity to expressly endorse this incorporation-by-reference rule long followed by our Court of Appeals and federal courts. Under the North Carolina Rules of Civil Procedure, a court reviewing a motion to dismiss under Rule 12(b)(6) may consider a document submitted by the movant if (1) the document is referenced in the complaint; (2) the document is central to the factual allegations or the claims asserted; and (3) there is no dispute about the document’s authenticity. With this standard of review in mind, we now turn to the lengthy list of claims asserted in this complaint. -11-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court II. Breach of contract We begin with the Turpins’ breach of contract claim. The pleading requirements for a contract claim are among the most well-settled in the entire body of state common law. A complaint sufficiently states a claim for breach of contract if it alleges “(1) the existence of a contract between plaintiff and defendant, (2) the specific provisions breached, (3) the facts constituting the breach, and (4) the amount of damages resulting to plaintiff from such breach.” Intersal, Inc. v. Hamilton, 373 N.C. 89, 108–09 (2019) (cleaned up). Here, the crux of this contract claim is a termination clause permitting Charlotte Latin to end enrollment if one of two contractual criteria is satisfied. As noted above, because the Turpins alleged the existence of a written contract, that contract is incorporated into the complaint and can be considered at the pleading stage when reviewing a Rule 12(b)(6) motion to dismiss. Oberlin Cap., 147 N.C. App. at 60. The termination provision permits Charlotte Latin to “discontinue enrollment” whenever it determines that one of two criteria is satisfied: (1) a parent’s actions make a “positive, collaborative working relationship” with the school impossible or (2) the parent’s actions “seriously interfere” with the school’s mission: A positive, collaborative working relationship between the School and a student’s parent/guardians is essential to the fulfillment of the School’s mission. Therefore, the School reserves the right to discontinue enrollment if it concludes that the actions of a parent/guardian make such a relationship impossible or seriously interfere with the -12-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court School’s mission. The Turpins allege that the school violated this termination provision and, as a result, breached the contract. Their factual allegations are straightforward: Charlotte Latin claimed to be expelling the students under this termination clause because the Turpins made a collaborative relationship impossible or were seriously interfering with the school’s mission. But, according to the complaint, Charlotte Latin didn’t actually believe that. The Turpins allege that the school decided to expel their children for reasons that were not permitted by the contract and then used the contractual grounds as a false pretext. Importantly, even Charlotte Latin concedes that, if this were true—that is, if the school acted under a false pretext—it would be a breach of the contract. In their briefing, the school acknowledged that the Turpins could state a claim based on “allegations of some improper pretext on Latin’s part—such as an attempt to get out of a bad deal.” And at oral argument, Charlotte Latin again conceded that the termination clause “may not be invoked with a pretext or in bad faith.” This is precisely what the complaint alleges. The Turpins contend that the school acted under a false pretext and knew that the termination criteria were not actually satisfied. That is the core factual theme of the Turpins’ lengthy complaint— they allege that Charlotte Latin knew the Turpins were being collaborative and respectful and knew that their views did not interfere with the mission of a school whose very name invokes a focus on the classical traditions of discourse, rationality, -13-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court and critical thinking. But, the Turpins allege, the school was determined to retaliate against them for other reasons and used the contractual grounds as the false pretext to do so. Notably, these are not stray remarks that might be overlooked by a reader. Indeed, 18 times throughout the complaint, the Turpins allege that Charlotte Latin’s purported basis for expelling the children was “pretextual” or a “pretext” and not based on the grounds set out in the contract. It is the entire focus of the complaint. The Turpins support it with specific factual allegations about their respectful conduct, the school’s history and values, its more recent embrace of what the complaint labels “cancel culture,” and various other facts from which the possible wrongful motives of school leadership can be inferred. Thus, under the “notice pleading” standard described above, the Turpins have stated a claim that moves past the pleading stage. Pyco, 321 N.C. at 442. We can dismiss the complaint only if it “appears certain that plaintiffs could prove no set of facts which would entitle them to relief.” Howell, 388 N.C. at 78. Here, if the Turpins prove the school acted under a false pretext, they will prevail on their claim. Thus, they have satisfied the notice pleading requirements. This is where both the Court of Appeals majority and our dissenting colleagues reach an inflection point with the well-settled notice pleading standard. They are compelled to demand more of the Turpins than is required for any other claimant. Take, for example, the dissent’s insistence that “neither the complaint nor the -14-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court majority is clear what impermissible reason the alleged pretext masked.” Of course, the Turpins cannot yet know the real reason behind the pretext. How could they? Are they mind-readers? Or does the dissent truly believe the only way this sort of claim moves forward is if the school said: “We’re expelling your kids under the contract but that’s just a false pretext. Here’s the real reason for you to include in your lawsuit.” This is precisely why these types of factual allegations, concerning something in the mind of the defendant, cannot be fully explained at the pleading stage. See N.C.G.S. § 1A-1, Rule 9(b). Instead, “intent, knowledge, and other condition of mind of a person may be averred generally.” Id. That is what the Turpins did here. It is worth noting, as well, that the complaint does contain many possible explanations for the false pretext. At this point, these are all reasonable inferences from the allegations because, again, the Turpins cannot know for certain the true reasons in the minds of the defendants (nor are they expected to). See id. But to point out just one obvious explanation contained in the complaint, look to its introduction. The Turpins allege that the school was infected by “what has come to be known in American society as ‘cancel culture.’” They further allege that they chose to stand up to that “cancel culture” movement and formed the Refocus Latin group to challenge it. One can readily infer from the complaint that one possible reason for the school’s pretext was that leadership had to “cancel” the Turpins, as they allege, because school officials were fearful that if they didn’t find a way to cancel the Turpins, they might -15-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court be canceled themselves. The impossible mind-reading demanded from our dissenting colleagues is not the only bizarre part of their reasoning. Take, for example, the dissent’s insistence that “the contract did not prohibit pretextual termination, as long as Charlotte Latin believed in its sole discretion that the parent-school relationship was untenable.” If the school believed the relationship was untenable, then that reason isn’t pretextual, it’s an actual, permissible reason. This weird, circular logic gets at another fallacy. Both the Court of Appeals majority and our dissenting colleagues are convinced that Charlotte Latin had a right to “unilateral termination” essentially whenever the school wanted and should never have to prove the contractual grounds existed. We have acknowledged that parties can include this type of unilateral provision in a contract. Canteen v. Charlotte Metro Credit Union, 386 N.C. 18, 25 (2024). In Canteen, for example, the contract permitted the defendant to “change the terms of this Agreement” at any time. Id. at 20. No strings attached. Charlotte Latin could have included a similar termination clause in the enrollment contract. It didn’t. Instead, the contract limits the school’s “unilateral” ability to terminate to situations where one of the two contract conditions is satisfied. The Turpins are entitled to the benefit of that bargain. See Fulcher v. Nelson, 273 N.C. 221, 224 (1968). All of this is a rather long way of saying that this claim boils down to a single straightforward allegation. As Charlotte Latin conceded in open court, the school’s -16-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court right to terminate the Enrollment Agreement “may not be invoked with a pretext or in bad faith.” In the complaint, the Turpins expressly alleged that the school invoked those grounds as a pretext and provided factual allegations to support many possible inferences about the school’s true motives behind the false pretext. That is enough to state a claim for breach of contract. At this stage of the case, we must “construe the complaint liberally” and “treat the complaint’s factual allegations as true.” Howell, 388 N.C. at 78. Taking as true the Turpins’ allegation that the school was acting under a false pretext, the complaint adequately alleges that Charlotte Latin breached the plain terms of the contract. See Intersal, 373 N.C. at 108–09. In addition to this pretext theory, the complaint also alleges other contract theories that do not state a claim on which relief can be granted. These include the theories that the Turpins had a “contractually-protected right to respectfully communicate” with the school and had a contractual right to “notice” or “an opportunity to be heard” before the school expelled their children. The contract does not contain these rights. By its plain terms, the contract permits Charlotte Latin to terminate enrollment whenever the school determines that a parent’s actions make a positive, collaborative working relationship impossible or seriously interfere with the school’s mission. It is not limited to parental actions that are disrespectful and does not require the school to offer any advance notice or process before terminating enrollment. These are certainly contract terms that could be bargained for and included in a private school enrollment agreement. They are not -17-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court terms in this contract. In sum, the Turpins have stated a valid claim for breach of contract based on the theory that Charlotte Latin’s motives were pretextual. As the case progresses, the Turpins will, of course, have to put forth evidence that Charlotte Latin’s motives were pretextual. They cannot rest on allegations alone. But that is a question for another day, after the parties have an opportunity to conduct discovery. At this early stage of the case, the Turpins have satisfied the requirement to plead a claim on which relief could be granted, and the Court of Appeals erred by holding otherwise. See Howell, 388 N.C. at 78. III. Fraud Next, we examine the Turpins’ fraud claim. Again, the pleading requirements for common law fraud are well-settled in this state. To bring a claim for fraud, a plaintiff must allege a “(1) false representation or concealment of a material fact, (2) reasonably calculated to deceive, (3) made with intent to deceive, (4) which does in fact deceive, (5) resulting in damage to the injured party.” Forbis v. Neal, 361 N.C. 519, 526–27 (2007) (cleaned up). Rule 9 of the Rules of Civil Procedure also imposes special “particularity” pleading requirements for fraud claims. N.C.G.S. § 1A-1, Rule 9(b). The “particularity requirement is met by alleging time, place and content of the fraudulent representation, identity of the person making the representation and what was obtained as a result of the fraudulent acts or representations.” Value Health Sols., Inc. v. Pharm. Rsch. Assocs., Inc., 385 N.C. 250, 263 (2023). -18-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court Here, the complaint alleges that Charlotte Latin promised the Turpins there would be no “blowback” or “retaliation” against them or their children if they met with school leadership to discuss their concerns; that this promise was false and, from the beginning, Charlotte Latin intended to deceive the Turpins and lure them to the meeting in order to create a pretext for expelling the children; that the Turpins believed Charlotte Latin’s promise and spoke openly about their concerns because they believed the school would not use those discussions as the pretextual grounds to expel the children; that the school, in that same meeting, expelled the children, as they intended from the outset, despite promising the Turpins they would not do so; and that the school’s deceit caused significant damage to the Turpins. Again, as with the contract claim, these allegations on their face satisfy the requirements of notice pleading. They cover each of the essential elements of the claim and meet the particularity requirements of a fraud claim by alleging who made the fraudulent statement, when it was made, where it was made, how it was reasonably calculated to deceive, why the Turpins reasonably relied on it, and the harm that resulted. See id. at 263. But, much like the contract claim, the Court of Appeals held that the claim was subject to dismissal by looking beyond the pleadings. Specifically, the Court of Appeals examined the emails that contained the allegedly fraudulent statements. As noted above, because those emails form the basis of the fraud claim and are expressly referenced in the complaint, the emails are incorporated by reference into the -19-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court complaint and can be examined at the pleadings stage when reviewing a Rule 12(b)(6) motion to dismiss. Oberlin Cap., 147 N.C. App. at 60. The Court of Appeals held that facts disclosed in the emails necessarily defeated the fraud claim. The court explained that the allegedly fraudulent statement is contained in a series of emails where the Turpins asked to meet school leadership to discuss the curriculum for one of their children’s classes. Turpin, 293 N.C. App. at 344. The allegedly false statement is this sentence in a response email from Charlotte Latin to the Turpins: “Our teachers do not retaliate and there will be no blowback, I assure you.” This statement, according to the Court of Appeals, only promised no “blowback from the teacher towards plaintiffs’ child.” Id. (emphasis added). That blowback from the teacher did not occur, the court reasoned, because the child’s “removal from the school was an ancillary effect of the termination of the enrollment contract between plaintiffs and defendants,” not a retaliatory action by “a teacher.” Id. at 344–45. This reasoning turns the standard of review on its head. “When reviewing a Rule 12(b)(6) motion, we treat the complaint’s factual allegations as true and view them in the light most favorable to the plaintiff.” Howell, 388 N.C. at 78. Viewed in the light most favorable to the Turpins, the promise of no “blowback” contained in the email is not nearly as narrow as the Court of Appeals interpreted it. Instead, that promise of “no blowback” plainly included a promise not to terminate the Turpins’ enrollment contract and kick the child out of school. -20-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court This discussion began with the Turpins emailing school leadership about one of their children, a sixth grader taking a humanities class. The Turpins explained that the humanities teacher taught the students that “Republicans are white supremacists” and that “what Republicans stand for is racial suppression and white supremacy in action.” The Turpins also recounted many other “left wing progressive” topics in the course that they believed were wrongly politicized and inappropriate for a sixth grader. When asking to meet with school leadership to discuss their concerns, the Turpins emphasized that they did not want their child “to experience any possible blowback because of what we are bringing to your attention”: I wanted to discuss with you a situation that is of serious concern to Nicole and I at your convenience. I would prefer that we discuss this situation on a call, before you address this with the teacher I am referencing in this email. We do not want [our child] to experience any possible blowback because of what we are bringing to your attention. In response to this email, the school stated that its teachers “do not retaliate” and that “there will be no blowback, I assure you”: Thank you for the email. You make some serious claims that I need to investigate with the teacher, which is only fair so she can provide context. Our teachers do not retaliate and there will be no blowback, I assure you. Please give me a day or two to look into it and will get back to you shortly. It is entirely reasonable to view the meaning of the term “no blowback” in this context to mean more than just retaliation by the teacher in the classroom. After all, the school’s email expressly assured the Turpins both that there would be no -21-  TURPIN V. CHARLOTTE LATIN SCHOOLS, INC. Opinion of the Court retaliation from the teacher and that there would be no blowback, which a reasonable person certainly could interpret as being two separate things. But even more fundamentally, in ordinary English usage, when parents want to discuss a sensitive topic with school administrators but caution that they do not want their child to “experience any possible blowback because of what we are bringing to your attention,” and the school administrator responds with “there will be no blowback, I assure you,” it is quite reasonable to understand the assurance of “no blowback” to include terminating the child’s enrollment at school. Thus, when we properly apply the standard of review and view this allegation and all its reasonable inferences in the Turpins’ favor, not the school’s, the assurance we