CHI v. N. RIVERFRONT MARINA & HOTEL LLLP, 2024 NCBC 59

STATE OF NORTH CAROLINA
NEW HANOVER COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
21 CVS 4611
HE CHI; BIAN YIDE; CAO YONGJIE;
CHEN MINZHI; CHENG TAO; HU
KUN; LIANG JINGQUAN; LUO PENG;
MA QIHONG; MA WEIGUO; SONG
YING; WANG JIAN; WANG LING;
WANG XUEHAI; XIE QIN; YE XIAFEN;
and ZHANG YUNLONG,
Plaintiffs,
v.
NORTHERN RIVERFRONT MARINA
AND HOTEL LLLP; NRMH HOLDINGS
LLC; NRMH HOTEL HOLDINGS LLC;
USA INVESTCO LLC; PAC RIM
VENTURE LTD.; RIVERFRONT
HOLDINGS II LLC; WILMINGTON
RIVERFRONT DEVELOPMENT LLC;
GOLDEN MARINA LLC; CIRCLE
MARINA CARWASH, INC.; CHARLES
J. SCHONINGER; JOHN C. WANG;
JIANGKAI WU; CHRISTOPHER
ARDALAN; and GONGZHAN WU,
Defendants.
ORDER AND OPINION ON NRMH
DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT
1. 	THIS 	MATTER 	is 	before 	the 	Court 	on 	the 	Remaining 	NRMH
Defendants’ and Counterclaim Plaintiffs’ Motion for Summary Judgment Pursuant
to 	North 	Carolina 	Rule 	of 	Civil 	Procedure 	56 	(the 	“Motion”), 	(ECF No. 232).
Defendants Wilmington Riverfront Development, LLC (“WRD”), and Charles J.
Schoninger (“Schoninger”) move for summary judgment with respect to the two
remaining claims pending against them. In addition, WRD and Northern Riverfront
Marina and Hotel, LLLP (“NRMH”) move for affirmative summary judgment with
respect to their counterclaim against remaining Plaintiffs, Ma Weiguo (“Plaintiff
Weiguo”) and Cao Yongjie (“Plaintiff Yongjie”).
Chi v. N. Riverfront Marina & Hotel LLLP, 2024 NCBC 59.

2. 	Having considered the Motion, the Defendants’ briefing, and other
relevant matters of record, the Court hereby GRANTS the Motion in its entirety.1
Plaintiffs Cao Yongjie and Ma Weiguo, pro se.
The Law Offices of Oliver & Cheek, PLLC, by George M. Oliver, for
Defendants 	Wilmington 	Riverfront 	Development 	LLC, 	Northern
Riverfront Marina and Hotel, LLLP, and Charles J. Schoninger.
Earp, Judge.
I. 	FACTUAL BACKGROUND2
3. 	The Court does not make findings of fact when ruling on motions for
summary judgment but instead “summarizes the relevant evidence of record, noting
both the facts that are disputed and those that are uncontested, to provide context
for the claims and the Motions.” Aym Techs., LLC v. Rodgers, 2019 NCBC LEXIS 64,
at *2 (N.C. Super. Ct. Oct. 16, 2019) (citing Hyde Ins. Agency, Inc. v. Dixie Leasing
Corp., 26 N.C. App. 138, 142 (1975)).
4. 	WRD and Plaintiffs entered into an Agreement of Limited Partnership
(the “Partnership Agreement”), the purpose of which was to form NRMH, a limited
partnership through which Plaintiffs were able to invest in the development of real
property located along the riverfront in Wilmington, North Carolina (the “Project”).
(Second Am. Compl., Ex. E [“Partnership Agreement”], ECF No. 99.)
1 The Court determines that a hearing will not facilitate its decision and decides the Motion
without a hearing pursuant to Business Court Rule 7.4.
2 Additional background information is detailed in the Court’s Order and Opinion on Motion
to Dismiss. See Chi v. N. Riverfront Marina and Hotel LLLP, 2023 NCBC LEXIS 89 (N.C.
Super. Ct. July 27, 2023) [hereinafter “Order and Opinion”], (ECF No. 136).

5. 	The business plan for the Project, as described in an Offering Circular,
was for NRMH to construct a marina with 204 boat slips, two restaurants, and a 136-
room hotel with approximately 35,000 square feet of retail space. 	(Second Am.
Compl., Ex. B [“Offering Circular”], ECF No. 99.)
6. 	Pursuant to the Partnership Agreement, WRD is the General Partner of
NRMH. (Partnership Agreement Art. I, § 1.4.) Charles Schoninger (“Schoninger”) is
the Managing Member of WRD. (Offering Circular at 1.)
7. 	The 	Partnership 	Agreement 	required 	Plaintiffs 	to 	execute 	a
Subscription Agreement and to invest the required minimum $500,000 capital
contribution (plus fees) in the Project. (Partnership Agreement Art. I, § 1.4; Offering
Circular at 1-2.) 	By agreeing to the terms of a Subscription Agreement and investing
their money, both Plaintiff Weiguo and Plaintiff Yongjie became limited partners in
NRMH. (Answer and Countercl. Second Am. & Ver. Compl. [“Counterclaim”] at ¶ 6,
ECF No. 148.)
8. 	The Subscription Agreement contains a merger clause in Section V(I):
“This Subscription Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof.” 	(Second Am. Compl. Ex. F
[“Subscription Agreement”] § V(I), ECF No. 98.1.)
9. 	In addition, Section 7.4 of the Partnership Agreement limits the General
Partner’s liability:
The General Partner does not, in any way, guarantee the return of a
Partner’s Capital Contribution, the Preferred Return, or any profit from
the 	operations 	of 	the 	Partnership. 	No 	General 	Partner 	shall 	be
responsible to any Partner because of a loss of their investments or a

loss in operations, unless the loss shall have been the result of gross
negligence or willful misconduct[.]
(Partnership Agr. § 7.4. See also § 8.4 (“[N]o Limited Partner shall have any recourse
against the General Partner . . . except as otherwise set forth herein.”).)
10. 	Similarly, subsection J of the Subscription Agreement provides:
[T]he General Partner shall not be liable to the Limited Partners for any
loss 	or 	liability 	incurred 	in 	connection 	with 	the 	affairs 	of 	the
Partnership, so long as such loss or liability did not result from willful
misconduct or gross negligence. . . .Therefore, a Limited Partner may
have a more limited right of action against the General Partner than he
would have had absent these provisions in the Partnership Agreement.
(Subscription Agreement § III(J).)
11. 	Plaintiff Weiguo was deposed on 5 June 2023. 	He testified that in or
around 2011 or 2012, he retained New Starting Point Company, an immigration
agency, to help his family gain permanent resident status in the United States. From
New Starting Point Company, Plaintiff Weiguo learned about the NRMH Defendants’
real estate project, which was being marketed to foreign investors as part of the U.S.
Citizenship and Immigration Services EB-5 visa program (the “EB-5 Program”).3
(Defs.’ Mem. Supp. Mot. for Summ. J. Ex. C − Dep. Ma Weiguo, ECF No. 233.3
[“Weiguo Dep.”] 94:6-14, 96:11-97:5.)
12. 	Plaintiff Weiguo alleges that he signed the Subscription Agreement,
which 	incorporated 	the 	terms 	of 	the 	Partnership 	Agreement 	(together 	“the
3 The EB-5 Program was created by the Immigration Act of 1990 to “stimulate the U.S.
economy by giving immigrant investors the opportunity to permanently live and work in the
United States after they have invested in a new commercial enterprise.” (Compl. ¶ 27, ECF
No. 3.)

Contract”), on or about 19 June 2012. 	(Second Am. Compl. ¶ 91(j), ECF No. 88.)
Plaintiff Weiguo then invested more than $500,000 in the NRMH Project believing
that he would receive (1) a marina slip and two hotel rooms as collateral, and (2) a
one percent return every year. (Weiguo Dep. 96:11-19, 123:19-125:1.)
13. 	A cover letter to the Offering Circular, signed by Schoninger as General
Partner of WRD and Managing Member of NRMH, states: “The investment will
provide a 1% per annum interest payment over the initial 3 year period, with 2 one-
year options to extend the investment period, for a total of 5 years. The 27.5 million
dollar investment will own 10% of the new Limited Partnership (pro rata), and will
receive 10% of the distributable profit after capital repayment to investors and all
expenses.” 	(Second Am. Compl. Ex. B, 5 January 2011 Schoninger Letter, ECF No.
99.)
14. 	However, 	the 	Offering 	Circular 	itself, 	to 	which 	the 	Partnership
Agreement and Subscription Agreement were attached, states in relevant part:
THESE SECURITIES ARE SUBJECT TO A HIGH DEGREE OF
RISK. SEE SECTION III, “RISK FACTORS” IN SUBSCRIPTION
AGREEMENT.
(Offering Circular at i.)
15. 	It also contains a series of securities disclosure notices, among them:
FORWARD-LOOKING 	STATEMENTS. 	THIS OFFERING 	CIRCULAR
CONTAINS 	FORWARD-LOOKING 	STATEMENTS 	BASED 	ON 	THE
MANAGING 	GENERAL 	PARTNER’S 	EXPERIENCE 	AND
EXPECTATIONS 	ABOUT 	THE 	MARKETS 	IN 	WHICH 	THE
PARTNERSHIP 	INVESTS 	. 	. 	. 	. 	SUCH 	FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTIES OF FUTURE PERFORMANCE
AND 	ARE 	SUBJECT 	TO 	MANY 	RISKS, 	UNCERTAINTIES, 	AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE,

ACTUAL RETURNS COULD DIFFER MATERIALLY AND ADVERSELY
FROM 	THOSE 	EXPRESSED 	OR 	IMPLIED 	IN 	ANY 	FORWARD-
LOOKING STTAEMENTS AS A RESULT OF VARIOUS FACTORS. THE
SECTION III, ENTITLED “RISK FACTORS” IN THE SUBSCRIPTION
AGREEMENT . . . DISCUSSES SOME OF THE IMPORTANT RISK
FACTORS 	THAT 	MAY 	AFFECT 	THE 	PARTNERSHIP’S 	RETURNS.
PROSPECTIVE 	INVESTORS 	SHOULD 	CAREFULLY 	CONSIDER
THOSE RISKS . . . BEFORE DECIDING WHETHER TO INVEST IN THE
PARTNERSHIP. 	NEITHER THE MANAGING 	GENERAL 	PARTNER
NOR 	THE 	PARTNERSHIP 	UNDERTAKES 	ANY 	OBLIGATION 	TO
REVISE OR UPDATE ANY FORWARD-LOOKING STATEMENT FOR
ANY REASON.
SUITABILITY. THIS IS A PRIVATE OFFERING AND IS AVAILABLE
ONLY TO INVESTORS WHO ARE “ACCREDITED INVESTORS” AS
DEFINED IN REGULATION D PROMULGATED BY THE SEC . . . .
EACH 	INVESTOR 	MUST 	. 	. 	. 	HAVE 	SUCH 	KNOWLEDGE 	AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT SUCH
INVESTOR IS CAPABLE OF EVALUATING THE MERITS AND RISKS
OF 	THIS 	INVESTMENT 	AND 	MUST 	BE 	ABLE 	TO 	BEAR 	THE
ECONOMIC RISKS OF THIS INVESTMENT . . . . DO NOT CONSIDER
INVESTING IF YOU ARE NOT FINANCIALLY SOPHISTICATED AND
CAPABLE 	OF 	EVALUATING 	THE 	MERITS 	AND 	RISKS 	OF 	THE
INVESTMENT, EITHER ON YOUR OWN OR WITH THE ASSISTANCE
OF 	YOUR 	FINANCIAL 	ADVISOR. 	THESE 	SECURITIES 	ARE
SPECULATIVE AND THEY INVOLVE A SUBSTANTIAL RISK, AND
THEY 	ARE 	ONLY 	A 	SUITABLE 	INVESTMENT 	FOR 	A 	LIMITED
PORTION OF THE RISK SEGMENT OF YOUR PORTFOLIO.
TERMS OF THE OFFERING.
* * * *
NO 	ONE 	HAS 	BEEN 	AUTHORIZED 	TO 	MAKE 	ANY
REPRESENTATIONS ABOUT THE ISSUER OR THE SECURITIES,
OTHER 	THAN 	THOSE 	REPRESENTATIONS 	MADE 	IN 	THIS
OFFERING 	CIRCULAR. 	THEREFORE, 	DO 	NOT 	CONSIDER 	ANY
INFORMATION THAT HAS BEEN DESCRIBED TO YOU ORALLY.
PLEASE MAKE SURE THAT YOU INVEST SOLELY ON THE BASIS OF
THE INFORMATION IN THIS OFFERING CIRCULAR.
THIS OFFERING CIRCULAR IS NOT LEGAL, TAX OR FINANCIAL
ADVICE. PLEASE CONSULT YOUR OWN PROFESSIONAL ADVISORS
AS TO THE LEGAL, TAX AND FINANCIAL IMPLICATIONS OF THIS
INVESTMENT . . . .

IN MAKING AN INVESTMENT DECISION, RELY ON YOUR OWN
EXAMINATION 	OF 	THE 	ISSUER 	AND 	THE 	TERMS 	OF 	THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED . . . .
AN INVESTMENT IN THE PARTNERSHIP INVOLVES A HIGH RISK
OF 	LOSS 	OF 	PRINCIPAL 	AND 	LACK 	OF 	LIQUIDITY, 	AND
THEREFORE 	REQUIRES 	THE 	FINANCIAL 	ABILITY 	AND
WILLINGNESS 	TO 	BEAR 	SUCH 	RISKS 	. 	. 	. 	. 	THE 	MANAGING
GENERAL PARTNER WILL RESPOND TO ANY QUESTIONS YOU OR
YOUR ADVISERS MAY HAVE CONCERNING THIS OFFERING AND
WILL MAKE AVAILABLE FOR EXAMINATION BY YOU OR YOUR
ADVISERS SUCH RECORDS AND FILES IN ITS POSSESSION AS MAY
BE PERTINENT TO YOUR DECISION WHETHER TO INVEST IN
INTERESTS.
THE TERMS AND CONDITIONS OF THIS OFFERING . . . AND THE
RIGHTS 	AND 	LIABILITIES 	OF 	THE 	PARTNERSHIP, 	THE
MANAGING GENERAL PARTNER AND THE LIMITED PARTNERS
ARE GOVERNED BY THE [PARTNERSHIP] AGREEMENT AND
THE SUBSCRIPTION AGREEMENT BETWEEN EACH LIMITED
PARTNER AND THE PARTNERSHIP . . . AND THE DESCRIPTION
OF ANY OF SUCH MATTERS IN THE TEXT OF THIS OFFERING
CIRCULAR IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO [THE PARTNERSHIP AGREEMENT AND
THE SUBSCRIPTION AGREEMENT].
(Offering Circular at ii-iv (emphasis added).)
16. 	The 	Subscription 	Agreement 	also 	contains 	representations 	and
warranties that were required of each Plaintiff before they were permitted to invest.
Among the representations each Plaintiff made were: (1) that each Plaintiff was
aware that an investment in the partnership was “highly speculative” and subject to
“substantial risks”; (2) that NRMH had no history of achieving revenues and that the
estimated returns were uncertain and the actual results “could vary in a materially
adverse manner”; (3) that each Plaintiff, in making the decision to invest, relied on
his/her own independent investigation; and (4) that each Plaintiff either read and

understood English or had the Subscription Agreement translated by a trusted
advisor into a language that the Plaintiff understood. (Subscription Agreement § II.)
17. 	Section III of the Subscription Agreement is captioned “Risk Factors”
and repeats multiple times many of the same warnings listed above. 	Notably,
Plaintiffs were told that “[n]o assurances can be made that [the general partner’s]
forecasts will prove to be accurate, and investors are cautioned against placing
excessive reliance on such forecasts in deciding whether to invest in the Partnership.”
(Subscription Agreement § III(B).)4
18. 	Plaintiff Weiguo testified that he was aware that the Project was a high-
risk investment and that the EB-5 program did not permit NRMH to guarantee
repayment. 	(Weiguo 	Dep. 	219:11-17.) 	While 	he 	believes 	that 	the 	Contract
guaranteed repayment of his investment, (Weiguo Dep. 219:18-21), Plaintiff Weiguo
admits that he never actually read the Contract. (Weiguo Dep. 221:14-16.)
19. 	Plaintiff 	Weiguo 	acknowledges 	receiving 	K-1 	forms 	from 	NRMH
showing a loss for the Project each year. (Weiguo Dep. 135:3-7.) He alleges that the
annual loss to each investor was consistently approximately $1,500.00. (Second Am.
Compl. ¶ 98.)
20. 	Plaintiff 	Weiguo 	has 	yet 	to 	receive 	any 	payments 	from 	NRMH.
Additionally, Plaintiff Weiguo has not received a marina slip or two hotel rooms.
However, Plaintiff Weiguo did receive his conditional green card on 28 December
4 The Subscription Agreement that was filed as an exhibit to the Second Amended Complaint
omits page 75, apparently in error. A complete copy of the Subscription Agreement can be
found at First Am. Compl. Ex F, ECF No. 26.1 (under seal).

2014, and his permanent green card on or around 26 March 2019, as a result of his
participation in the Project. (Weiguo Dep. 125:23-128:4.)
21. 	Plaintiff Yongjie signed the Contract on 19 December 2011. (Second Am.
Compl. ¶ 91(c).) 	He refused to appear for a deposition, but he did respond to
interrogatories, which he verified, and to requests for admission. (Defs.’ Memo Supp.
Motion SJ Exs. D, E, ECF Nos. 233.4, 233.5.)
22. 	The Partnership Agreement and the Subscription Agreement were both
included as exhibits to the Offering Circular, which contained additional background
information regarding the Project. 	The Offering Circular was distributed to each
Plaintiff. It states in relevant part:
The information in this Offering Circular is furnished on a confidential
basis exclusively for your use and retention and, by accepting this
Offering 	Circular, 	you 	agree 	not 	to 	transmit, 	reproduce 	or 	make
available to any other person (other than your legal, tax, accounting,
and other advisers) all or any part of this Offering Circular without the
General Partner’s express written permission.
(Offering Circular at i.)
23. 	Similarly, the Subscription Agreement states:
B. 	Confidentiality. 	The 	undersigned 	acknowledges 	that 	the
information 	contained 	in 	this 	Subscription 	Agreement 	and 	in 	the
Offering Circular, and which the undersigned receives orally or in
writing from the Partnership is confidential and non-public and agrees
that all such information shall be kept in confidence by the undersigned
unless disclosure is otherwise required by law or court order.
(Subscription Agreement § V(B).)
24. 	Plaintiffs 	included 	the 	Offering 	Circular, 	with 	the 	Partnership
Agreement and the Subscription Agreement attached, as an exhibit to their First

Amended & Verified Complaint, which they filed in unredacted form on the public
docket on 3 February 2022. (First Am. & Verif. Compl., ECF No. 26.)5
II. 	PROCEDURAL HISTORY
25. 	After the filing of a Second Amended and Verified Complaint, (see ECF
No. 88), the NRMH Defendants6 and Defendant Jiangkai Wu separately filed motions
to dismiss pursuant to Rules 12(b)(6) and 9(b). 	(See Defs.’ Mot. Dismiss Pursuant
N.C. R. Civ. P. 12(b)(6), 9(b), N.C.G.S. § 1-52, ECF No. 92; Def. Jiankai “Samson”
Wu’s Mot. Dismiss Second Am. Compl., ECF No. 95.) 	Following briefing and a
hearing on the motions, the Court entered an order dismissing a number of the
claims. See He Chi v. N. Riverfront Marina Hotel LLLP, 2023 NCBC LEXIS 89 (N.C.
Super. Ct. July 27, 2023). Subsequently, beginning in December 2023 and continuing
through January 2024, the majority of Plaintiffs filed stipulations indicating that
they had voluntarily dismissed their claims with prejudice. 	(Stip. Vol. Dism. With
Prej., ECF Nos. 177-180, 198-211.)
26. 	As a result, the two remaining claims are: (1) Plaintiff Weiguo’s breach
of contract claim against WRD, and (2) his claim for conversion against Schoninger
and WRD.7
5 Months later, Plaintiffs moved to seal portions of their filings, and the motion was granted.
(Order on Pls.’ Motions to File Verified Complaints Under Seal, ECF No. 94.)
6 At the time, the NRMH Defendants included NRMH; NRMH Holdings, LLC; NRMH Hotel
Holdings LLC; USA Investco, LLC; Riverfront Holdings II, LLC; WRD; Golden Marina, LLC;
Circle Marina Carwash, Inc.; Schoninger; John C. Wang; and Christopher Ardalan.
7 In addition, a demand for inspection survived as to nine Plaintiffs. 	Plaintiff Weiguo was
not among them. (Decl. Katherine Burghardt Kramer ¶¶ 6-10, ECF No. 137.)

27. 	In addition, NRMH and WRD have asserted a counterclaim for breach
of contract resulting from Plaintiff Weiguo and Plaintiff Yongjie’s “filing upon the
public 	record 	numerous 	accounts 	of 	oral 	and 	written 	communications 	and
information relating to the [Project],” including the Offering Circular and the
Subscription Agreement in violation of nondisclosure provisions in the Contract.
(Counterclaim at ¶¶ 10-15.)
28. 	On 29 February 2024, the Court permitted counsel for Plaintiff to
withdraw. 	(Order Withdrawal Pls.’ Counsel, ECF No. 218.) 	Plaintiffs Weiguo and
Yongjie proceeded pro se. Subsequently, Plaintiff Yongjie’s claims against the NRMH
Defendants were dismissed without prejudice. 	(Order on NRMH Defs.’ Motion
Contempt and Sanctions Against Pl. Cao Yongjie, ECF No. 231.) 	The counterclaim
against Plaintiff Yongjie, as well as Plaintiff Weiguo, remains pending.
29. 	In accordance with the Third Amended Case Management Order, the
NRMH Defendants filed the instant Motion and its supporting brief on 26 June 2024,
(ECF Nos. 232, 233). Plaintiffs Weiguo and Yongjie had until 26 July 2024 to file a
responsive brief, but neither did. 	Accordingly, the Court treats the Motion as
uncontested pursuant to BCR 7.6.
III. 	LEGAL STANDARD
30. 	Summary judgment is only appropriate “if the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if any,
show there is no genuine issue as to any material fact and that [the movant] is
entitled to a judgment as a matter of law.” N.C. R. Civ. P. 56(c).

31. 	Genuine issues of material fact are those “which can be maintained by
substantial evidence.” 	Kessing v. Nat’l Mortg. Corp., 278 N.C. 523, 534 (1971).
“Substantial evidence is such relevant evidence as a reasonable mind might accept
as adequate to support a conclusion and means more than a scintilla or a permissible
inference.” 	Daughtridge v. Tanager Land, LLC, 373 N.C. 182, 187 (2019) (citation
and internal quotation marks omitted).
32. 	In reviewing a motion for summary judgment, the Court must consider
all evidence in the light most favorable to the non-moving party. 	Belmont Ass’n v.
Farwig, 381 N.C. 306, 310 (2022) (citing Dalton v. Camp, 353 N.C. 647, 651 (2001)).
Parties moving for summary judgment have “the burden of establishing the lack of
any triable issue of fact.” Pembee Mfg. Corp. v. Cape Fear Constr. Co., 313 N.C. 488,
491 (1985).
33. 	A movant may satisfy its burden by proving that “an essential element
of the opposing party’s claim does not exist, cannot be proven at trial, or would be
barred by an affirmative defense, or by showing through discovery that the opposing
party cannot produce evidence to support an essential element of [the] claim.” Dobson
v. Harris, 352 N.C. 77, 83 (2000) (citations omitted).
34. 	Should the movant satisfy its burden, “then the burden shifts to the non-
moving party to ‘set forth specific facts showing that there is a genuine issue for
trial.’ ” Lowe v. Bradford, 305 N.C. 366, 369-70 (1982) (quoting N.C. R. Civ. P. 56(e)).
In doing so, the non-moving party may not rest upon his pleadings. 	Id. at 370.
Instead, “[t]he non-moving party ‘must come forward with facts, not mere allegations,

which controvert the facts set forth in the moving party’s case.’ ” 	Ward v. Kantar
Operations, 209 N.C. App. 448, 450 (2011) (quoting Econo-Travel Motor Hotel Corp.
v. Taylor, 301 N.C. 200, 204 (1980)). 	If the nonmoving party does not satisfy its
burden, then summary judgment, if appropriate, shall be entered against the
nonmovant. N.C. R. Civ. P. 56(e).
35. 	Affirmative summary judgment on a party’s own claims for relief carries
an even greater burden. 	Brooks v. Mount Airy Rainbow Farms Ctr., Inc., 48 N.C.
App. 726, 728 (1980). 	The moving party “must show that there are no genuine issues
of fact, that there are no gaps in his proof, that no inferences inconsistent with his
recovery arise from the evidence, and that there is no standard that must be applied
to the facts by the jury.” 	Parks Chevrolet, Inc. v. Watkins, 74 N.C. App. 719, 721
(1985).
IV. 	ANALYSIS
A. Plaintiff Weiguo’s Breach of Contract Claim Against WRD
36. 	Plaintiff 	Weiguo 	alleges 	that 	WRD 	breached 	the 	Subscription
Agreement by “obtaining and transferring title to the Project Property after the
commencement of the Investment Term to entities other than NRMH, failing to remit
the 1% per annum Preferred Return for the duration of the Investment Term, failing
to provide partial repayment of Plaintiff[’s] capital contribution in accordance with
the LP Property Rights agreement incorporated into the Subscription[] [Agreement]
by executing the Quit Claim deeds, failing to provide any return of investment capital
to Plaintiff[] at the expiration of the Investment Term, and by successfully operating

the Marina for more than six (6) years without remitting the 10% pro rata allocation
of profits to Plaintiff[], as [a] limited partner[] of NRMH.” (Second Am. Compl. ¶ 156.)
37. 	However, when deposed, Plaintiff Weiguo was unable to identify any
term of the Contract that had been breached. 	(Weiguo Dep. 210:1-5.) 	He admitted
that he received his visa and that he knew the risks of investing in the Project,
including the risk that he might never be repaid. 	(Weiguo Dep. 126:19-127:21,
219:11-17.) Accordingly, WRD argues that summary judgment should be granted in
its favor. (Defs.’ Mem. Supp. Mot. for Summ. J. (“Defs.’ Br.”) 13-17, ECF No. 233.)
38. 	There are only two elements for a claim for breach of contract: “(1)
existence of a valid contract and (2) breach of the terms of that contract.” Poor v. Hill,
138 N.C. App. 19, 26 (2000) (citing Jackson v. Cal. Hardwood Co., 120 N.C. App. 870,
871 (1995)).
39. 	“Under the general rules of contract construction, where an agreement
is clear and unambiguous, no genuine issue of material fact exists and summary
judgment is appropriate.” Carolina Place Joint Venture v. Flamers Charburgers, Inc.,
145 N.C. App. 696, 699 (2001) (citing Corbin v. Langdon, 23 N.C. App. 21, 27 (1974)).
40. 	As stated above, the Subscription Agreement repeatedly warns about
the risk of loss and contains no guarantee on investment. The merger clause in that
agreement forecloses the possibility of a guarantee originating in another agreement.
Allegations in the Second Amended Complaint are not enough, standing alone, to
defeat a motion for summary judgment.

41. 	Further, Section 7.4 of the Partnership Agreement expressly states that
WRD “does not, in any way, guarantee the return of a Partner’s Capital Contribution,
the Preferred Return, or any profit from the operations of the Partnership.” 	The
Subscription Agreement contains a similar provision in Section III(J): “[T]he General
Partner shall not be liable to the Limited Partners for any loss or liability incurred in
connection with the affairs of the Partnership, so long as such loss or liability did not
result from willful misconduct or gross negligence.”
42. 	Given the plain language of the Contract, as well as Plaintiff Weiguo’s
testimony, the Court concludes that no genuine issue of material fact exists with
respect to Plaintiff Weiguo’s breach of contract claim, and WRD is entitled to
summary judgment.
B. Plaintiff Weiguo’s Conversion Claim Against WRD and Schoninger
43. 	Plaintiff Weiguo alleges that “the wrongful retention by Defendants
[WRD and Schoninger] and their ongoing refusal to return [his] capital contribution[]
after the expiration of the Investment Terms while continuing efforts to wrongfully
extend those Investment Terms, constitutes a claim of dominion and control on these
Defendants’ part, and a substantial interference with Plaintiff[‘s] possessory rights
in same.” (Second Am. Compl. ¶ 172.)
44. 	WRD and Schoninger respond that summary judgment is appropriate
with respect to any claim for conversion of Plaintiff Weiguo’s capital contribution
because, on behalf of NRMH, they took lawful possession of Plaintiff’s investment

capital under the terms of the Contract, and no return was guaranteed. 	(Defs.’ Br.
17-20.)
45. 	Under North Carolina law, conversion “is defined as an unauthorized
assumption and exercise of the right of ownership over goods or personal chattels
belonging to another, to the alteration of their condition or the exclusion of an owner’s
rights.” Addison Whitney, LLC v. Cashion, 2017 NCBC LEXIS 51, at *15 (N.C. Super.
Ct. June 9, 2017) (internal quotation marks and citation omitted). The claim requires
a plaintiff to prove “both ownership in himself and the wrongful possession or
conversion of the property by the defendant.” Gadson v. Toney, 69 N.C. App. 244, 246
(1984).
46. 	Here, the evidence is that Plaintiff Weiguo decided to invest his money
in a partnership interest in NRMH. He has admitted that he knew this investment
had risks, including the possibility that it would not produce the expected return.
Further, when asked directly, Plaintiff Weiguo testified that he did not “remember
clearly” any facts that supported a claim for conversion. (Weiguo Dep. 224:13-21.)
47. 	Accordingly, WRD and Schoninger are entitled to summary judgment
with respect to this claim.
C. WRD and NRMH’s Counterclaim Against Plaintiffs Weiguo and Yongjie
48. 	Finally, WRD and NRMH move for affirmative summary judgment with
respect to their counterclaim for breach of contract. The claim results from Plaintiffs’
decision to publish confidential information regarding the Project, including the

Offering Circular and Subscription Agreement, by filing the information in the public
record without the express written permission of WRD, the general partner.
49. 	The record is clear that both Plaintiff Weiguo and Plaintiff Yongjie
verified the First Amended Complaint and were aware of its contents prior to its
filing. 	The 	language 	of 	the 	Contract 	plainly 	required each 	of 	them 	to 	keep
confidential and not publicize the Offering Circular, Subscription Agreement, or other
confidential information regarding the Project, whether received orally or in writing
from the Partnership, unless disclosure was required by law or court order. Plaintiffs
failed to move to seal their First Amended Complaint and its exhibits, and instead
decided to file them without redaction on the public record. There being no genuine
issue of material fact with respect to this claim, WRD and NRMH are entitled to
summary judgment in their favor.
V. 	CONCLUSION
50. 	For the foregoing reasons, the Court hereby GRANTS the Motion and
ORDERS as follows:
i. 	WRD’s 	Motion 	for 	Summary 	Judgment 	with 	respect 	to
Plaintiff Weiguo’s Breach of Contract claim is GRANTED,
and the claim is dismissed with prejudice;
ii. 	WRD and Schoninger’s Motion for Summary Judgment with
respect to Plaintiff Weiguo’s Conversion claim is GRANTED,
and the claim is dismissed with prejudice;

iii. 	WRD 	and NRMH’s 	Motion 	for Summary 	Judgment with
respect 	to 	their 	Breach 	of 	Contract 	Counterclaim 	is
GRANTED; and
iv. 	By separate order, the Court shall set a date for a jury trial to
determine 	damages 	with 	respect 	to 	WRD 	and 	NRMH’s
counterclaim.
SO ORDERED, this the 10th day of September, 2024.
/s/ Julianna Theall Earp
Julianna Theall Earp
Special Superior Court Judge
for Complex Business Cases