GRIFFIN v. ADVISORS FIN. CTR., L.L.P., 2024 NCBC 26

STATE OF NORTH CAROLINA
RANDOLPH COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
23 CVS 1239
STACY RODDY GRIFFIN, as
Executrix of the ESTATE OF
CHRISTOPHER LEE GRIFFIN,
Plaintiff,
v.
ADVISORS FINANCIAL CENTER,
L.L.P. and CORNELIUS GRIFFIN,
III,
Defendants.
ORDER AND OPINION ON
DEFENDANTS’ MOTION FOR
PARTIAL JUDGMENT ON THE
PLEADINGS
1. 	THIS MATTER is before the Court upon Defendants Advisors Financial
Center, LLP (“Advisors” or the “Partnership”) and Cornelius Griffin, III’s (“Neal”;
together with Advisors, “Defendants”) Motion for Partial Judgment on the Pleadings
(the “Motion”) pursuant to Rule 12(c) of the North Carolina Rules of Civil Procedure
(the “Rule(s)”) in the above-captioned case.1
2. 	Neal and his late brother, Christopher Lee Griffin (“Chris”), formed and
operated Advisors to provide investment and financial planning services to clients in
Randolph County, North Carolina and across the United States from 1995 until
Chris’s untimely death in February 2022.2 	They did so pursuant to the terms of a
Limited Liability Partnership Agreement (the “Partnership Agreement”), under
which Neal held a 60% ownership interest and Chris held a 40% ownership interest.3
1 (ECF No. 24.)
2 (Compl. ¶¶ 13, 16, 23, ECF No. 3.)
3 (Compl. ¶¶ 14–15.)
Griffin v. Advisors Fin. Ctr., L.L.P., 2024 NCBC 26.

Following Chris’s death, Neal purported to liquidate Advisors at the end of 2022
pursuant to the terms of the Partnership Agreement.4
3. 	The Motion poses two discrete issues: (i) whether the Partnership has
goodwill that should be accounted for in liquidating or selling the Partnership’s assets
after Chris’s death and (ii) whether Chris’s estate5 may maintain a claim for
conversion of Chris’s interest in the Partnership.
4. 	Having considered the Motion, the parties’ briefs in support of and in
opposition to the Motion, the relevant pleadings, all other appropriate matters of
record, and the arguments of counsel at the hearing on the Motion, the Court, for the
reasons set forth below, DENIES the Motion seeking judgment on the Estate’s claims
for goodwill, GRANTS the Motion seeking judgment on the Estate’s conversion
claim, and DISMISSES the Estate’s conversion claim against Defendants with
prejudice.
Johnston, Allison & Hord, P.A., by David T. Lewis, Kathleen D. B.
Burchette, and William D. McClelland, for Plaintiff Stacy Roddy Griffin,
as Executrix of the Estate of Christopher Lee Griffin.
Tuggle Duggins P.A., by Denis E. Jacobson, Brandy L. Mansouraty, and
Daniel D. Stratton, for Defendants Advisors Financial Center, LLP and
Cornelius Griffin, III.
Bledsoe, Chief Judge.
4 (Compl. ¶¶ 38–46.)
5 The plaintiff in this action is Chris’s widow, Stacy Roddy Griffin, who has sued Defendants
in her capacity as the Executrix of the Estate of Christopher Lee Griffin (the “Estate”).
(Compl. ¶¶ 2–3, 9–10.)

I.
FACTUAL AND PROCEDURAL BACKGROUND
5. 	The Court does not make findings of fact on motions presented under Rule
12(c). 	Rather, the Court recites the allegations asserted and documents referenced
in the pleadings that are relevant to the Court’s determination of the Motion.
6. 	Article XI, section 11.03(a) of the Partnership Agreement addresses the
consequences of a partner’s death:
In the event of the death of a [p]artner, the estate of the deceased
[p]artner shall continue to share in the [i]ncome, [l]osses and [c]ash
[d]istributions of the Partnership for the balance of the calendar year in
the same way the deceased [p]artner would have shared in them had he
survived to the end of the calendar year. At any time prior to the end of
the calendar year or within 30 days of the demise of the partner,
whichever shall later occur, the surviving [p]artners shall have the
option either to liquidate the Partnership or to have the Partnership
purchase the interest of the deceased [p]artner. In the latter event, the
estate of the deceased [p]artner shall have no interest in the Partnership
and the surviving [p]artners shall have the right to continue the
business by themselves or with others without accounting for trade
name, good will or other intangible values.6
7. 	The Estate alleges that Neal has failed to comply with the Partnership
Agreement by failing to either purchase Chris’s interest in the Partnership or
liquidate the Partnership “as a whole.”7 The Estate alleges that, instead, Neal closed
the 	Partnership’s 	bank 	accounts, 	transferred 	the 	Partnership’s 	funds 	to 	non-
Partnership bank accounts he set up to conduct the same business as the Partnership,
6 (Defs. Advisors Financial Center, LLP and Cornelius Griffin, III’s Mot. Partial J. Pleadings
Ex. A [hereinafter, “Partnership Agreement”], ECF No. 24.2.)
7 (Compl. ¶¶ 40–42.)

and now operates a new business entity with the Partnership’s clients, staff, building,
and trade name.8
8. 	The Estate filed the Complaint initiating this action on 16 June 2023,
asserting claims for breach of fiduciary duty against Neal and for breach of contract
and conversion against both Defendants.9 	Defendants filed their Answer and
Affirmative Defenses on 21 August 2023.10
9. 	Defendants filed the Motion on 15 November 2023.11 After full briefing, the
Court convened a hearing on the Motion on 25 January 2024, at which all parties
were represented by counsel (the “Hearing”).12 The Motion is now ripe for resolution.
II.
LEGAL STANDARD
10. 	Rule 12(c) provides that “[a]fter the pleadings are closed but within such
time as not to delay the trial, any party may move for judgment on the pleadings.”
N.C.R. Civ. P. 12(c). 	The purpose of Rule 12(c) is “to dispose of baseless claims or
defenses when the formal pleadings reveal their lack of merit and is appropriately
employed where ‘all the material allegations of fact are admitted in the pleadings and
8 (Compl. ¶¶ 41–42.)
9 (Compl. ¶¶ 47–68.)
10 (Compl. ¶ 11.)
11 (Defs. Advisors Financial Center, LLP and Cornelius Griffin, III’s Mot. Partial J. Pleadings
[hereinafter, the “Mot.”]; Defs. Advisors Financial Center, LLP and Cornelius Griffin, III’s
Br. Supp. Mot. Partial J. Pleadings [hereinafter, “Defs.’ Br. Supp.”], ECF No. 25.)
12 (Notice Hearing, ECF No. 26.)

only questions of law remain.’ ” DiCesare v. Charlotte-Mecklenburg Hosp. Auth., 376
N.C. 63, 70 (2020) (quoting Ragsdale v. Kennedy, 286 N.C. 130, 137 (1974)).
11. 	In considering a motion for judgment on the pleadings:
all well pleaded factual allegations in the nonmoving party’s pleadings
are taken as true and all contravening assertions in the movant’s
pleadings are taken as false. As with a motion to dismiss, the trial court
is required to view the facts and permissible inferences in the light most
favorable to the nonmoving party. A Rule 12(c) movant must show that
the complaint fails to allege facts sufficient to state a cause of action or
admits facts which constitute a complete legal bar to a cause of action.
Tully v. City of Wilmington, 370 N.C. 527, 532 (2018) (cleaned up).
12. 	“Judgment on the pleadings is proper when the movant clearly establishes
that no material issue of fact remains to be resolved and that he is entitled to
judgment as a matter of law.” Shearin v. Brown, 276 N.C. App. 8, 11 (2021) (cleaned
up). 	Rule 12(c) motions “must be carefully scrutinized lest the nonmoving party be
precluded from a full and fair hearing on the merits.” 	Newman v. Stepp, 376 N.C.
300, 305 (2020) (quoting Ragsdale, 286 N.C. at 137).
III.
ANALYSIS
A. 	Goodwill
13. 	Defendants first seek a judicial determination that, as a “professional
partnership,” the Partnership does not have goodwill that survives Chris’s death
under North Carolina law.13 	As a result, Defendants seek a judgment barring the
13 (Defs.’ Br. Supp. 6–10.)

Estate from recovering damages for Defendants’ failure to account for goodwill in
determining the value of the Partnership’s assets upon liquidation or sale.
1. 	The Estate’s Mootness/Ripeness Argument
14. 	As an initial matter, the Estate contends that the Motion should be denied
as moot or as seeking an advisory opinion because Defendants have sought a
determination concerning the proper accounting for goodwill on sale or liquidation
when the Estate has pleaded that neither a sale nor liquidation has yet to occur.14
See, e.g., Town of Tryon v. Duke Power Co., 222 N.C. 200, 200 (1942) (“It is no part of
the function of the courts . . . to give advisory opinions, or to answer moot questions,
or to maintain a legal bureau for those who may chance to be interested, for the time
being, in the pursuit of some academic matter.”) (cleaned up). But the Estate ignores
that it has advanced a claim for contract damages against Defendants for allegedly
failing to purchase Chris’s interest or sell the Partnership as required under the
Partnership Agreement—a claim which will necessarily put at issue whether the
Partnership’s goodwill expired with Chris’s death. 	As a result, the Court concludes
that Defendants’ Motion raises a justiciable issue that is ripe for adjudication. 	See,
e.g., Crescent Univ. City Venture v. AP Atl., Inc., 2019 NCBC LEXIS 46, at *86–87
(N.C. 	Super. 	Ct. 	Aug. 	8, 	2019) 	(rejecting 	mootness 	challenge 	to 	damages
determination because “in the event [defendant] is found liable to [plaintiff] for
breach of contract, [plaintiff] may be entitled to recover these expenses”).
14 (Pl. Stacy Roddy Griffin, as Executrix of the Estate of Christopher Lee Griffin’s Br. Resp.
Defs.’ Mot. Partial J. Pleadings 4–5 [hereinafter, “Pl.’s Br. Opp’n”], ECF No. 32.)

2. 	The Estate’s Argument Based on the Partnership Agreement
15. 	The Estate next contends that, in order to give meaning to section 11.03(a)
of the Partnership Agreement, “the Court must conclude that goodwill existed at the
time of Chris’s death, his Estate possessed a right for an accounting of goodwill, and
that right is only extinguished by a buyout of the Estate’s partnership interest by
Advisors or payment of the Estate’s liquidation interest[.]”15 The Court disagrees.
16. 	Section 11.03(a) provides, in relevant part, as follows:
At any time prior to the end of the calendar year or within 30 days of the
demise 	of 	the 	partner, 	whichever 	shall 	later 	occur, 	the 	surviving
[p]artners shall have the option either to liquidate the Partnership or to
have the Partnership purchase the interest of the deceased [p]artner. In
the latter event, the estate of the deceased [p]artner shall have no
interest in the Partnership and the surviving [p]artners shall have the
right to continue the business by themselves or with others without
accounting for trade name, good will or other intangible values.16
17. 	Rather than necessarily imply that goodwill existed upon Chris’s death, the
Partnership Agreement instead is silent as to an accounting for goodwill in the event
of a liquidation and states only that, if the surviving partner elects to cause the
Partnership 	to 	purchase 	the 	deceased 	partner’s 	interest 	and 	continue 	the
Partnership, he may do so without accounting to the deceased partner’s estate for
“trade name, good will or other intangibles.”17 	That the surviving partner may
continue the Partnership without accounting for goodwill does not imply that the
Estate had a right to an accounting for goodwill at the time of Chris’s death. 	The
15 (Pl.’s Br. Opp’n 12.)
16 (Partnership Agreement Art. XI § 11.03(a).)
17 (Partnership Agreement Art. XI § 11.03(a).)

Court therefore rejects Plaintiff’s contract construction as inconsistent with the plain
language of the Partnership Agreement. 	See, e.g., State v. Philip Morris USA, Inc.,
363 N.C. 623, 631 (2009) (“Interpreting a contract requires the court to examine the
language of the contract itself for indications of the parties’ intent at the moment of
execution. If the plain language of a contract is clear, the intention of the parties is
inferred from the words of the contract.” (cleaned up)).
3. 	The Estate’s Professional Partnership Argument
18. 	Having dispatched with the Estate’s initial two arguments, the Court now
turns to the parties’ core contentions on the Motion. 	As noted above, Defendants
contend that the Partnership is a “professional partnership” and thus had no goodwill
following Chris’s death for which an accounting is required upon liquidation or sale.18
19. 	For their support, Defendants heavily rely upon the Court of Appeals’
decision in Craver v. Nakagama, 94 N.C. App. 158 (1989). Craver involved a funeral
home business initially owned and operated as a partnership by two founding
partners who were heavily involved in the day-to-day management of the business.
Id. at 160. After the founders’ deaths, their partnership interests passed to persons
who did not engage in day-to-day management and instead hired properly licensed
employees to operate the business. 	Id. 	In determining whether the partnership’s
property 	included 	goodwill, 	the 	Court 	of 	Appeals 	drew 	a 	distinction 	between
“professional partnerships”—in which “the business conducted . . . is said to be
personal 	with 	the 	client 	depending 	upon 	the 	individual 	skill, 	judgment 	and
18 (Defs.’ Br. Supp. 6–10.)

reputation of the partner with whom the client is dealing”—and “commercial
partnerships”—in which the basis for the firm’s reputation and business is the “skill
and judgment of the partnership’s employees, not the partners themselves.” 	Id. at
161.
20. 	The Court of Appeals recognized that when the founders ran the funeral
home, it was a professional partnership—one “whose reputation rest[ed] solely on the
individual skill of the partners”—and thus “[had] no goodwill that [could] be
distributed once the partnership [was] dissolve[d].” 	Id. at 161. 	But the Court of
Appeals concluded that, after the founders’ deaths, the funeral home’s name was “no
longer descriptive of the people running the business” and instead “began to acquire,
through the incrustations of time, a veneer of associations artificial and impersonal.”
Id. at 161 (cleaned up). 	Accordingly, the court concluded that the partnership had
become commercial rather than professional and, as a result, held that its goodwill
could be sold upon dissolution. Id.
21. 	Defendants argue that the Partnership—a financial services business in
which “the business conducted . . . is said to be personal with the client depending
upon the individual skill, judgment and reputation of the partner with whom the
client is dealing,” id. at 161—is a professional partnership under North Carolina law
whose goodwill is necessarily extinguished upon the death of a partner. 	As such,
Defendants contend that Plaintiff’s claims should be dismissed to the extent they seek
an accounting and recovery for the Partnership’s goodwill on or after Chris’s death.19
19 (Defs.’ Br. Supp. 6–10.)

22. 	The Estate makes several arguments in opposition.
23. 	First, the Estate contends that the Partnership cannot be a professional
partnership because it is organized as a limited liability partnership (“LLP”).20 But
the fact that the Partnership’s partners elected to organize as an LLP shows only that
they chose to avoid personal liability for the Partnership’s debts and obligations, see
N.C.G.S. §59-45(a1); it says nothing about whether the business was to be operated
as a professional or commercial partnership. The Court therefore finds the Estate’s
contention unpersuasive.
24. 	Next, the Estate argues that, because the North Carolina Professional
Corporation Act (the “Professional Corporation Act”)21 does not include financial
services as one of the licensed professional services in section 55B-2, the Partnership
is not engaged in a profession and thus cannot be a professional partnership.22 The
Court again disagrees. Not only are the definitions listed in section 55B-2 applicable
only to the Professional Corporation Act, see N.C.G.S. § 55B-2, but the Estate also
alleges that Advisors is a limited liability partnership, not a professional corporation
subject to the Professional Corporation Act.23 	Moreover, the Court of Appeals
concluded that the provision of mortuary services by the founders in Craver was a
professional partnership even though mortuary services are not included in section
20 (Pl.’s Br. Opp’n 6.)
21 N.C.G.S. §§ 55B-1–B-16.
22 (Pl.’s Br. Opp’n 6–7.)
23 (See generally Compl.)

55B-2. Furthermore, it cannot be reasonably disputed that the provision of financial
services requires a high level of education, skill, and judgment like other recognized
professions. 	Indeed, financial services providers are subject to extensive state and
federal regulation, see e.g. N.C.G.S § 78C, are subject to strict licensing requirements,
and have close, confidential, personal relationships with their clients like other
recognized professions.24 	See, e.g., Cook v. Lauten, 1 Ill.App.2d 255, 260 (1954)
(noting that “[t]he work of [c]ertified [p]ublic [a]ccountants requires skill, learning,
and experience[]”); 	Hunt v. Street, 182 Tenn. 167, 172 (1945) (observing that
“[a]rchitecture calls for the highest skill”); Lyon v. Lyon, 246 Cal.App.2d, 519, 524
(1966) (noting that the reputation of a professional partnership for the practice of law
depends on “the personal and confidential relationship existing between each such
member and client”). For each of these reasons, therefore, the Court finds Plaintiff’s
contention to be without merit.
25. 	Having reached this point in the analysis, however, the Court is not
prepared to conclude on the current pleadings that the Partnership is a professional
partnership as a matter of law. 	As noted above, Craver holds that “a professional
partnership whose reputation rests solely on the individual skill of the partners has
no goodwill that can be distributed once the partnership dissolves.” 94 N.C. App. at
161 (emphasis added). 	While the Estate pleads that Chris and Neal “founded and
built a successful, well-respected investment and financial planning firm together”25
24 (Compl. ¶ 19.)
25 (Compl. Introduction.)

and that since Chris’s death, the Partnership has touted that “Neal and Chris made
an incomparable ‘team,’ ”26 the Estate also pleads that the Partnership used “its
team’s financial experience and expertise to help its clients meet financial goals and
pursue long-term growth and wealth” and that Chris “took the laboring oar in
managing . . . the Partnership’s internal team[.]”27 These allegations, viewed in the
light most favorable to Plaintiff, would permit a factfinder to conclude that the
Partnership’s reputation was due not only to Neal’s and Chris’s individual skill, but
also to the skill of the internal team members who worked for the Partnership. As a
result, 	a 	reasonable 	factfinder 	could 	conclude 	on 	the 	pleaded 	facts 	that 	the
Partnership’s reputation did not rest solely on Neal’s and Chris’s individual skill,
negating a necessary condition to the rule announced in Craver on which Defendants
rely. 	The Court therefore concludes that Defendants’ Motion seeking judgment on
the Estate’s claims to the extent they seek an accounting for goodwill must be denied
under Rule 12(c).
B. 	Conversion
26. 	Defendants also seek judgment on the Estate’s claim against Defendants for
allegedly converting the Estate’s “40% interest in the Partnership” because North
Carolina does not recognize a claim for conversion of this sort of intangible asset.28
The Court agrees.
26 (Compl. ¶ 29.)
27 (Compl. ¶¶ 17, 20 (emphasis added).)
28 (Defs.’ Br. Supp. 10–11; see also Compl. ¶¶ 65, 68.)

27. 	First, this Court has recognized that a partnership interest is an intangible
interest. 	See, e.g., Surratt v. Brown, 2015 NCBC LEXIS 75, at *15–16 (N.C. Super.
Ct. July 27, 2015) (holding that “[plaintiff’s] right to partnership property, his
membership in the LLC/Partnership, and his right to participate in the management
of the LLC/Partnership[]” were intangible interests).
28. 	So, too, are the Estate’s contract rights under the Partnership Agreement.
See, e.g., Window World of N. Atlanta, Inc. v. Window World, Inc., 2018 NCBC LEXIS
111, at *9–10 (N.C. Super. Ct. Oct. 22, 2018) (holding that contract rights are not
“tangible property upon which a claim for conversion may be based”); Horne Heating
& Air Conditioning Co. v. Horne, 2017 NCBC LEXIS 96, at *9 (N.C. Super. Ct. Oct.
11, 2017) (dismissing a claim for conversion of a contractual right, “which our courts
have deemed an intangible interest under North Carolina law”).
29. 	Since this Court has made clear that “intangible interests cannot properly
be the subject of a conversion claim,” Conservation Station, Inc. v. Bolesky, 2023
NCBC LEXIS 164, at *26–27 (N.C Super. Ct. Dec. 12, 2023), the Estate’s claim for
conversion of Chris’s partnership interest necessarily fails as a matter of law. 	See
also, e.g., Norman v. Nash Johnson & Sons’ Farms, Inc., 140 N.C. App. 390, 414
(2000) (holding that “only goods and personal property are properly the subjects of a
claim for conversion”).

IV.
CONCLUSION
30. 	WHEREFORE, for the reasons set forth above, the Court hereby GRANTS
in part and DENIES in part the Motion as follows:
a. 	Defendants’ Motion is hereby DENIED to the extent Defendants seek
judgment in their favor on the Estate’s claims for goodwill; and
b. 	Defendants’ Motion is hereby GRANTED as to the Estate’s claim for
conversion and that claim is hereby DISMISSED with prejudice.
SO ORDERED, this the 22nd day of April, 2024.
/s/ Louis A. Bledsoe, III
Louis A. Bledsoe, III
Chief Business Court Judge