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        "text": "STEELMAN, Judge.\nWhere the calculations of the amounts to be paid to plaintiffs under an Agreement to Terminate were set forth with clarity and specificity, the trial court did not err in dismissing plaintiffs\u2019 claims for fraud and negligent misrepresentation. Plaintiffs\u2019 claims for 2005 profit distributions were barred by the Agreements to Terminate. Where the pleadings clearly reveal that plaintiffs were employees and not partners in a business, the complaint fails to state a claim for unfair and deceptive trade practices under Chapter 75. As to plaintiff Schlieper\u2019s claims for a 2005 bonus, the complaint contains allegations sufficient to support the claim, and the trial court erred in dismissing this claim.\nI. Factual Background\nThe facts alleged in plaintiffs\u2019 complaint, and documents appended thereto, reveal that: Plaintiffs Richard Schlieper (Schlieper) and Wayne Pyrtle (Pyrtle) and defendant Horace Johnson, Jr. (Johnson) were long-term business associates. In 2000, Schlieper accepted employment with defendant Axiom Intermediaries, LLC (\u201cAxiom\u201d), where Johnson was Chairman and Chief Executive Officer. Two years later, Schlieper signed a Letter of Understanding, granting him a \u201cphantom interest\u201d in Axiom and a 5% share of Axiom\u2019s net profits. Pyrtle also signed a Letter of Understanding, granting him a \u201cphantom interest\u201d in Axiom and a 2.5% share of Axiom\u2019s net profits. Neither Schlieper nor Pyrtle was granted an equity interest in Axiom, nor did either assume any risk of loss. Each Letter of Understanding expressly provided that each plaintiff had a 0% equity stake and 0% share of any losses in Axiom.\nBoth Schlieper\u2019s and Pyrtle\u2019s Letters of Understanding (\u201cthe 2002 Letters of Understanding\u201d) included the following provision:\nParachute:\nIf the majority ownership of the Company elects to sell the Company to a 3rd Party while the Employee is an active employee of the Company, the Company will pay the Employee his share times the \u201csale price\u201d less his share times $7,000,000 plus an interest component. The interest component shall be 6.0% of the Employee\u2019s share times $7,000,000 compounded annually.\nThe \u201csale price\u201d as used in this section refers only [to] the portion of the total selling price that is related to the Goodwill of the Company. All other assets are to be excluded.\n(emphasis in original).\nIn 2005, Johnson advised plaintiffs that he was considering a sale of Axiom to Brown & Brown, Inc. (\u201cBrown\u201d) and that the projected sales price was \u201cabout thirty-seven million dollars.\u201d On 12 December 2005, each plaintiff received letters from Johnson on Axiom letterhead regarding the prospects of the merger with Brown in which Axiom\u2019s sales price was represented to be $35.6 million. Pyrtle\u2019s letter promised a $75,000 bonus for the 2005 year; Schlieper\u2019s made no mention of a 2005 bonus.\nEach letter included two attachments. Neither the letters nor the attachments mentioned 2005 profit distributions. The first attachment, unique to each employee, was labeled:\nAxiom Intermediaries, LLC\nAcquisition by Brown and Brown, Inc.\nThis attachment stated the requirements and consideration for continued employment with Brown. Both plaintiffs were subject to the same two requirements:\nRequirements:\n1. Dissolution of Phantom Stock Agreement\n2. Execution of Brown & Brown Employment Agreement\nThe second attachment, labeled \u201cWP Phantom Calculation!,]\u201d calculated a \u201cNet Payout\u201d to plaintiffs based upon the provisions of the Parachute provision, supra, in the 2002 Letters of Understanding.\nOn 29 December 2005, pursuant to the requirements stated in the 12 December 2005 letters and attachments, supra, each plaintiff separately signed an Agreement to Terminate his 2002 Letter of Understanding. Article I of Schlieper\u2019s 2005 Agreement to Terminate read:\nSection 1.1 \u2014 Termination of L\u00d3U. In consideration of the cash payment set forth in Section 1.2 of this Article I, the LOU previously entered into by and between the Company and Schlieper is hereby terminated and of no further legal effect as of the date of this Agreement.\nSection 1.2 \u2014 Consideration. The cash payment to be- made to Schlieper for agreeing to terminate the LOU is ... ($1,318,317.00).\nSection 1.3 \u2014 Timing of Payment. The Company shall pay the consideration to Schlieper within forty-five (45) days of the execution of this Agreement.\nThere was no mention of a 2005 profit distribution.\n. In consideration for signing the Agreements, Schlieper received $1,318,317, and Pyrtle received $659,408. Pyrtle was further entitled to a $75,000 2005 bonus under the terms of his 12 December 2005 letter and attachments.\nII. Procedural History\nOn 28 December 2006, plaintiffs filed suit against Johnson and Axiom (together, \u201cdefendants\u201d) in the Superior Court of Guilford County. The complaint sought monetary damages based upon claims for fraud, unfair and deceptive trade practices, negligent misrepresentation, and breach of contract. The case was designated a complex business case in February 2007 pursuant to N.C. Gen. Stat. \u00a7 7A-45.4(a). On 2 March 2007, defendants filed answers denying the material allegations of the complaint and asserting a number of affirmative defenses.\nOn 2 April 2007, defendants filed a motion to dismiss the complaint pursuant to Rule 12(b)(6) of the North Carolina Rules of Civil Procedure. On 6 September 2007, the trial court entered an order which granted in part and denied in part defendants\u2019 motion to dismiss. The trial court dismissed plaintiffs\u2019 claims for fraud, unfair and deceptive trade practices, and negligent misrepresentation. The trial court also dismissed three of plaintiffs\u2019 claims for breach of contract, leaving only Pyrtle\u2019s claim for breach of contract regarding his 2005 bonus. On 28 September 2007, Pyrtle took a voluntary dismissal of this claim.\nPlaintiffs appeal.\nII. Standard of Review\nOn a Rule 12(b)(6) motion to dismiss, the question is whether, as a matter of law, the allegations of the complaint, treated as true, state a claim upon which relief can be granted. Isenhour v. Hutto, 350 N.C. 601, 604, 517 S.E.2d 121, 124 (1999). Dismissal under Rule 12(b)(6) is proper when one of the following three conditions is satisfied: (1) the complaint on its face reveals that no law supports the plaintiff\u2019s claim; (2) the complaint on its face reveals the absence of facts sufficient to make a good claim; or (3) the complaint discloses some fact that necessarily defeats the plaintiff\u2019s claim. Oates v. JAG, Inc., 314 N.C. 276, 278, 333 S.E.2d 222, 224 (1985).\nWood v. Guilford Cty., 355 N.C. 161, 166, 558 S.E.2d 490, 494 (2002). \u201cA complaint should not be dismissed under Rule 12(b)(6) \u2018... unless it affirmatively appears that plaintiff is entitled to no relief under any state of facts which could be presented in support of the claim.\u2019 \u201d Ladd v. Estate of Kellenberger, 314 N.C. 477, 481, 334 S.E.2d 751, 755 (1985) (quoting Presnell v. Pell, 298 N.C. 715, 719, 260 S.E.2d 611, 613 (1979)). We review the trial court\u2019s decision de novo, treating plaintiff\u2019s factual allegations as true. Hargrove v. Billings & Garrett, Inc., 137 N.C. App. 759, 760, 529 S.E.2d 693, 694 (2000); Wood at 166, 558 S.E.2d at 494. When documents are attached to and incorporated into a complaint, they become part of the complaint and may be considered in connection with a Rule 12(b)(6) motion without converting it into a motion for summary judgment. Weaver v. Saint Joseph of the Pines, Inc., 187 N.C. App. 198, 204, 652 S.E.2d 701, 707 (2007).\nIII. Analysis\nA. Claims Based upon Fraud and Negligent Misrepresentation\nIn their first two arguments, plaintiffs contend that the trial court erred in dismissing their claims for fraud and negligent misrepresentation pursuant to Rule 12(b)(6) of the Rules of Civil Procedure. We disagree.\nPlaintiffs allege that defendants engaged in fraud and negligent misrepresentation in procuring plaintiffs\u2019 consent to the two Agreements to Terminate that were a condition to the asset sale to Brown. The basis of this assertion is a document, attached as Exhibit I to plaintiffs\u2019 complaint, styled as \u201cBrown Brown, Inc. Acquisition Summary Form.\u201d This is an internal Brown document, not an Axiom document, which shows a total purchase price of Axiom as $60,244,702.57. The document shows the purchase price to be composed of a number of different components:\nExpirations $17,404,688.14\nGoodwill 42,129,138.88\nNon-Compete Agreement 31,000.00\nTangible Property 435,273.00\n.Other 244.702.59\nTotal Purchase Price $60,244,702.59\nPlaintiffs allege that defendants fraudulently and negligently misrepresented the sales price in the Agreements to Terminate as being only $35,672.00, and based the \u201cphantom calculation\u201d upon this number, rather than the \u201ctrue\u201d sales price, which was much higher. Plaintiffs did not allege that defendants either prepared or had access to the Brown document at any time.\n\u201cThe essential elements of actionable fraud or deceit are the representation, its falsity, scienter, deception, and injury. The representation must be definite and specific; it must be materially false; it must be made with knowledge of its falsity or in culpable ignorance of its truth; it must be made with fraudulent intent; it must be reasonably relied on by the other party; and he must be deceived and caused to suffer loss.\u201d\nLillian Knitting Mills Co. v. Earle, 237 N.C. 97, 105, 74 S.E.2d 351, 356 (1953) (citing Leggett Elec. Co. v. Morrison, 194 N.C. 316, 139 S.E. 455 (1927); Berwer v. Union Cent. Life Ins. Co., 214 N.C. 554, 200 S.E. 1(1938); Hill v. Snider, 217 N.C. 437, 8 S.E.2d 202 (1940); 37 C.J.S. Fraud. \u00a7 3 (2008)).\nThe tort of negligent misrepresentation occurs when in the course of a business or other transaction in which an individual has a pecuniary interest, he or she supplies false information for the guidance of others in a business transaction, without exercising reasonable care in obtaining or communicating the information. See Howell v. Fisher, 49 N.C. App. 488, 272 S.E.2d 19 (1980), disc. rev. denied, 302 N.C. 218, 277 S.E.2d 69 (1981).\nFulton v. Vickery, 73 N.C. App. 382, 388, 326 S.E.2d 354, 358 (1985), review denied, 313 N.C. 599, 332 S.E.2d 178 (1985).\nAs was clearly noted by the trial judge in his order, plaintiffs\u2019 complaint uses the term \u201csales price\u201d as found in the Letters of Understanding, the 12 December 2005 phantom calculation, the 29 December 2005 Agreement to Terminate, and the Brown Acquisition Summary, interchangeably. Even a cursory reading of these documents reveals that they are not interchangeable. 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. Oberlin Capital, L.P. v. Slavin, 147 N.C. App. 52, 60, 554 S.E.2d 840, 847 (2001) (contrary terms of loan agreement attached to the complaint controlling over allegations).\nIt is undisputed from plaintiffs\u2019 complaint that the parties utilized the computation contained in the parachute provision of the 2002 Letters of Understanding to determine the amount due under the Termination Agreements. As noted above, this required multiplying the shares of Schlieper\u2019s (5%) and Pyrtle\u2019s (2.5%) times the phantom sales price, less his share times $7,000,000.00 plus an interest component. Specifically, the 2002 Letters of Understanding provided, in italics, that: \u201cThe \u2018sale price\u2019 as used in this section refers only [to] the portion of the total selling price that is related to the Goodwill of the Company. All other assets are to be excluded.\u201d Thus, on its face, the formula under the \u201cParachute Provision\u201d does not encompass the entire \u201csales price\u201d of the company, but only that portion related to Goodwill.\nIn the Phantom Calculation contained in the 12 December 2005 letters to the plaintiffs, the phantom sales price was specifically computed as follows:\nProjected NI for Sales Calculation $ 7,500,000\nLess Reduction in HMJ Salary (615,000)\nLess Service Brokerage (85% of 2006) (676,000)\nLess Johnson Mgmt Bonus Pool (1,250,000)\nLess Reduction in Airplane Costs (500,000)\nAdjusted NI for Phantom Sales Calculation 4,459,000\nMultiple 8.00\nAdjusted Phantom Sales Price 35,672,000\nLess approx Fixed Assets (458,323)\nNET Adjusted Phantom Sales Price 35,213,677\nThe calculation then multiplied the Net Adjusted Phantom Sales Price ($35,213,677) times the individual plaintiff\u2019s share, which was then reduced by his respective percentage of $7,000,000 plus the interest component. These calculations resulted in a total payout for Schlieper of $1,318,317, and for Pyrtle of $659,408.\nAs noted above, the Brown Acquisition Summary Form shows a purchase price at closing of $60,244,702.57. This sum consists of $60,000,000 plus the sum of $244,702.59 for receivables and prepaids and deposits. We note that the total sales price of $60,000,000 is the identical amount which would appear in the Phantom Calculation ($7,500,000 x 8.0) if there were not reductions made to that figure, which resulted in a Phantom Sales Price of $35,672.000.\nThe reductions in the \u201csales price\u201d which plaintiffs contend amounted to a discrepancy between the Phantom Sales Calculation and the Brown Acquisition Summary Form were set forth with specificity and clarity in the Phantom Sales Calculation and were the basis of each of the Termination Agreements. Where these reductions were affirmatively disclosed and agreed to by each of the plaintiffs, we fail to discern how plaintiffs\u2019 complaint states a claim for either fraud or negligent misrepresentation. Earle, 237 N.C. at 105, 74 S.E.2d at 357; Vickery, 73 N.C. App. at 388, 326 S.E.2d at 359. The ruling of the trial court dismissing these claims is affirmed.\nB. Breach of Contract Claims\nIn their next two arguments, plaintiffs contend that the trial court erred in dismissing their claims for breach of contract pursuant to Rule 12(b)(6) of the Rules of Civil Procedure. We agree in part and disagree in part.\nPlaintiffs\u2019 complaint set forth four claims for breach of contract. As to each plaintiff, the complaint alleged that defendants breached agreements to pay a 2005 profit distribution and a bonus for the year 2005. The trial court dismissed three of these claims, leaving only Pyrtle\u2019s claim as to the 2005 bonus.\n\u201cThe elements of a claim for breach of contract are (1) existence of a valid contract and (2) breach of the terms of that contract.\u201d Poor v. Hill, 138 N.C. App. 19, 26, 530 S.E.2d 838, 843 (2000) (citation omitted). A contract, express or implied, requires assent, mutuality, and definite terms. Horton v. Humble Oil & Refining Co., 255 N.C. 675, 679, 122 S.E.2d 716, 719 (1961). The trial court may reject allegations that are contradicted by documents attached to the complaint. Oberlin Capital, 147 N.C. App. at 60, 554 S.E.2d at 847.\n1. Profit Distributions\nThe plaintiffs\u2019 claims for 2005 profit distributions are based upon an alleged breach of the 2002 Letters of Understanding. The 2005 Agreements to Terminate specifically stated that \u201cthe LOU previously entered into by and between the Company and [Schlieper or Pyrtle] is hereby terminated and of no further legal effect as of the date of this Agreement.\u201d\nFurther, the 12 December 2005 letters which contained the computations for the amounts to be paid for the termination of the Letters of Understanding stated that the payments represented \u201cthe dissolution of the Phantom Stock Plan and your contributions to Axiom for the past, present and envisioned in the future.\u201d Judge Tennille correctly concluded that \u201cany obligation to pay Plaintiffs\u2019 profit distributions was dissolved by the December 29 agreements. . . .\u201d\nThe trial court\u2019s dismissal of the breach of contract claims for 2005 profit distributions is affirmed.\n2. Schlieper Bonus\nWe note that, with respect to the claims for breach of contract for the 2005 bonus, there are significant differences between Schlieper and Pyrtle. In a letter dated 1 September 2000, which is attached to the complaint as Exhibit B, Schlieper was offered an annual salary of $125,000, \u201cplus a bonus to be determined.\u201d In the 12 December 2005 letter to Pyrtle, it was stated that \u201c[f]or the 2005 year you will receive a bonus of $75,000 in appreciation and recognition of your contribution to the success of the Company.\u201d In the 12 December 2005 letter to Schlieper, there is no reference to a bonus being paid to Schlieper.\nBased upon this distinction, Judge Tennille denied the motion to dismiss as to Pyrtle\u2019s 2005 bonus. However, the motion to dismiss was granted as to Schlieper\u2019s claim for a 2005 bonus, based upon two factors: first, that the language in the 1 September 2000 letter made the bonus discretionary to Axiom; and second, that since Schlieper was in a management position, he would not have been entitled to a production/performance bonus.\nThe allegations in the complaint relevant to this claim are as follows:\n21. Schlieper . . . received yearly production/performance bonus payments from Axiom as part of [his] total compensation package.\n34. Schlieper never received the production/performance bonus for the 2005 year which was due him under the terms of his employment. . . .\n64. Johnson has breached his contract with Schlieper by failing to pay Schlieper any of the performance/production bonus promised to Schlieper.\n65. As a result of Johnson\u2019s breach of contract, Schlieper [is] entitled to recover from Johnson an amount in excess of $10,000.00.\nUpon consideration of a 12(b)(6) motion, and consistent with notice pleading, we are required to treat plaintiff\u2019s allegations as true. Stein v. Asheville City Bd. of Educ., 360 N.C. 321, 325, 626 S.E.2d 263, 266 (2006). Applying this standard, we hold that Schlieper has made sufficient allegations to withstand a Rule 12(b)(6) motion on his claim for a 2005 bonus. Paragraph 34 of the complaint asserts that a 2005 bonus was due him under the terms of his employment. Unlike the profit distribution claims, these allegations are not inexorably tied to the Letter of Understanding and thus are not necessarily barred by Schlieper\u2019s Agreement to Terminate. Further, we believe that the trial court looked beyond the allegations of the complaint and its appended documents to conclude that Schlieper was not entitled to a bonus because of his management position. Ultimately, Schlieper must present evidence of a specific agreement that entitles him to a bonus for the year 2005.\nAs to Schlieper\u2019s claim for breach of contract based upon the 2005 bonus, the ruling of the trial court is reversed.\nC. Chapter 75 Claims\nIn their next argument, plaintiffs contend that the trial court erred in dismissing their claims under N.C. Gen. Stat. \u00a7 75-1.1. We disagree.\nPlaintiffs contend that the allegations in their complaint demonstrate that they were business partners, rather than mere employees, and that, under the rationale of Sara Lee Corp. v. Carter, 351 N.C. 27, 519 S.E.2d 308 (1999), the dispute falls within the parameters of N.C. Gen. Stat. \u00a7 75-1.1. They further contend that the dispute clearly affected commerce because their \u201copportunity to halt the sale of Axiom assets\u201d could have a multi-million dollar impact on the reinsurance industry.\nTo state a claim for relief for unfair and deceptive trade practices under N.C. Gen. Stat. \u00a7 75-1.1, plaintiff must show (1) an unfair or deceptive act or practice by defendant, (2) in or affecting commerce, (3) which proximately caused actual injury to plaintiff. Miller v. Nationwide Mut. Ins. Co., 112 N.C. App. 295, 435 S.E.2d 537 (1993), disc. review denied, 335 N.C. 770, 442 S.E.2d 519 (1994).\nN.C. Gen. Stat. \u00a7 75-1.1(b) defines \u201ccommerce\u201d to include \u201call business activities, however denominated . . . .\u201d Our Supreme Court has held that \u201c \u2018[b]usiness activities\u2019 is a term which connotes the manner in which businesses conduct their regular, day-to-day activities, or affairs, such as the purchase and sale of goods, or whatever other activities the business regularly engages in and for which it is organized.\u201d HAJMM Co. v. House of Raeford Farms, Inc., 328 N.C. 578, 594, 403 S.E.2d 483, 493 (1991) (emphasis added).\nWilson v. Blue Ridge Elec. Mbrshp. Corp., 157 N.C. App. 355, 357, 578 S.E.2d 692, 694 (2003); see also Johnson v. Phoenix Mut. Life Ins. Co., 300 N.C. 247, 261, 266 S.E.2d 610, 620 (1980), overruled on other grounds, (\u201cBefore a practice can be declared unfair or deceptive, it must first be determined that the practice or conduct which is complained of takes place within the context of the statute\u2019s language pertaining to trade or commerce.\u201d). The statute does not apply to general employment relationships. Dalton v. Camp, 353 N.C. 647, 656, 548 S.E.2d 704, 710 (2001) (\u201c[Tlhe Act does not normally extend to run-of-the-mill employment disputes[.]\u201d); Blue Ridge, supra, Buie v. Daniel Int\u2019l Corp., 56 N.C. App. 445, 448, 289 S.E.2d 118, 119-20 (1982), review denied, 305 N.C. 759, 292 S.E.2d 574 (1982).\nAfter a thorough review of plaintiffs\u2019 complaint and the documents appended thereto, we hold that Buie controls this issue. The pleadings disclose that plaintiffs were employees who were compensated through a combination of salary and incentives which were tied to the company\u2019s profits. The 2002 Letters of Understanding granted no equity interest to the plaintiffs. Therefore, plaintiffs had no partnership or equity interest in Axiom.\nThe Sara Lee case upon which plaintiffs rely is not applicable to the facts of this case. In that case, Sara Lee Corporation sued a former employee who was its Information Center Service Administrator. Unknown to Sara Lee, defendant set up four separate computer businesses which sold computer parts and services to Sara Lee at excessive prices. Defendant never disclosed these relationships to Sara Lee. The Supreme Court held that Buie was not applicable since the conduct of defendant involved the sale of goods and services which affected commerce. Sara Lee, 351 N.C. at 33-34, 519 S.E.2d at 312. In the instant case there are no allegations of any conduct that would constitute activity affecting commerce. The instant case is simply an employment dispute and is controlled by Buie.\nThis argument is without merit.\nV. Conclusion\nBecause the Complaint did not state a claim upon which relief could be granted, the trial court did not err in dismissing plaintiffs\u2019 claims for fraud, unfair and deceptive trade practices, and negligent misrepresentation pursuant to Rule 12(b)(6) of the Rules of Civil Procedure. As to the breach of contract claims, the trial court did not err in dismissing the claims related to profit distribution for 2005. However, the allegations contained in plaintiffs\u2019 complaint as to Schlieper\u2019s claim for a 2005 bonus were sufficient to withstand defendants\u2019 Rule 12(b)(6) motion to dismiss, and the dismissal of Schlieper\u2019s 2005 bonus claim is reversed.\nIn light of our holdings, we need not reach plaintiffs\u2019 remaining arguments. The order of the trial court is\nAFFIRMED IN PART, REVERSED IN PART.\nJudges GEER and STEPHENS concur.\n. This figure is further broken down to consist of brokerage receivables of $171,812.48 and prepaids and deposits of $72,890.11.\n. Since the Phantom Sales Price was based exclusively upon Goodwill, and there was no adjustment to the Phantom Sales Price for the $244,702.59, this figure does not impact our analysis.",
        "type": "majority",
        "author": "STEELMAN, Judge."
      }
    ],
    "attorneys": [
      "Forman Rossabi Black, RA., by Amiel J. Rossabi and S. Brian Walker, for plaintiff s-appellants.",
      "Ragsdale Liggett PLLC, by Mary Hulett, Jon David Hensarling and Amie C. Sivon, for defendants-appellees."
    ],
    "corrections": "",
    "head_matter": "RICHARD SCHLIEPER and WAYNE PYRTLE, Plaintiffs v. HORACE M. \u201cJAY\u201d JOHNSON, JR., and AXIOM INTERMEDIARIES, LLC, Defendants\nNo. COA07-1476\n(Filed 3 February 2009)\n1. Fraud\u2014 negligent misrepresentation \u2014 sales price \u2014 motion to dismiss \u2014 sufficiency of evidence\nThe trial court did not err by dismissing under N.C.G.S. \u00a7 1A-1, Rule 12(b)(6) plaintiff employees\u2019 claims for fraud and negligent misrepresentation regarding the sales price in the Agreements to Terminate because: (1) plaintiffs did not allege that defendants either prepared or had access to the pertinent Brown document at any time; (2) the reductions in the \u201csales price\u201d which plaintiffs contend amounted to a discrepancy between the Phantom Sales Calculation and the Brown Acquisition Summary Form were set forth with specificity and clarity in the Phantom Sales Calculation and were the basis of each of the Termination Agreements; and (3) these reductions were affirmatively disclosed and agreed to by each plaintiff.\n2. Contracts\u2014 breach of contract \u2014 motion to dismiss \u2014 profit distributions \u2014 bonus\u2014sufficiency of evidence\nAlthough the trial court did not err by dismissing under N.C.G.S. \u00a7 1A-1, Rule 12(b)(6) plaintiff employees\u2019 claims for breach of contract for 2005 profit distributions and plaintiff Pyrtle\u2019s claim based upon the 2005 bonus, it erred regarding plaintiff Schlieper\u2019s claim based upon the 2005 bonus because: (1) Paragraph 34 of the Schlieper\u2019s complaint alleged that a 2005 bonus was due him under the terms of his employment, and these allegations are not inexorably tied to the Letter of Understanding and thus are not necessarily barred by Schlieper\u2019s Agreement to Terminate; and (2) the trial court looked beyond the allegations of the complaint and its appended documents to conclude that Schlieper was not entitled to a bonus based on his management position.\n3. Unfair Trade Practices\u2014 motion to dismiss \u2014 inapplicable to general employment relationships\nThe trial court did not err by dismissing plaintiffs\u2019 claims for unfair and deceptive trade practices under N.C.G.S. \u00a7 75-1.1 because: (1) the statute does not apply to general employment relationships; (2) the pleadings disclose that plaintiffs were employees who were compensated through a combination of salary and incentives which were tied to the company\u2019s profits, and the 2002 Letters of Understanding granted no equity interest to plaintiffs; and (3) there were no allegations of any conduct that would constitute activity affecting commerce.\nAppeal by plaintiffs from judgment entered 6 September 2007 by Judge Ben F. Tennille in the North Carolina Business Court. Heard in the Court of Appeals 21 August 2008.\nForman Rossabi Black, RA., by Amiel J. Rossabi and S. Brian Walker, for plaintiff s-appellants.\nRagsdale Liggett PLLC, by Mary Hulett, Jon David Hensarling and Amie C. Sivon, for defendants-appellees."
  },
  "file_name": "0257-01",
  "first_page_order": 289,
  "last_page_order": 300
}