HUSQVARNA PRO. PRODS., INC. v. ROBIN AUTOPILOT HOLDINGS, LLC, 2023 NCBC 66

STATE OF NORTH CAROLINA
MECKLENBURG COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
23 CVS 5594
HUSQVARNA PROFESSIONAL
PRODUCTS, INC. and
HUSQVARNA BUSINESS
SUPPORT AB,
Plaintiffs,
v.
ROBIN AUTOPILOT HOLDINGS,
LLC; ROBIN TECHNOLOGIES,
INC.; ROBOTIC MOWING
INVESTMENTS, LLC; RLAM
AZALEA, LLC; JEFFREY R.
DUDAN IRREVOCABLE TRUST;
JEFFREY DUDAN; and ANTHONY
HOPP,
Defendants.
ORDER AND OPINION ON
DEFENDANTS’ MOTION TO DISMISS
CLAIMS AGAINST THE MEMBER
DEFENDANTS AND ROBIN
TECHNOLOGIES, INC.
1. 	THIS 	MATTER 	is 	before 	the 	Court 	on 	Defendants 	Robotic 	Mowing
Investments, LLC, RLAM Azalea, LLC, Jeffrey R. Dudan Irrevocable Trust, Jeffrey
Dudan, and Anthony Hopp’s (collectively, the “Member Defendants”), and Defendant
Robin Technologies, Inc.’s (“Robin Technologies”) Motion to Dismiss Claims Against
the Member Defendants and Robin Technologies (“the Motion”) pursuant to Rules
12(b)(6) and 12(h)(3) of the North Carolina Rules of Civil Procedure (the “Rule(s)”) in
the above-captioned case. (ECF No. 7.)
2. 	For the reasons set forth below, the Court GRANTS in part and DENIES
in part the Motion.
Nelson Mullins Riley & Scarborough, LLP, by Thomas G. Hooper, for
Plaintiffs/Counterclaim Defendants Husqvarna Professional Products,
Inc. and Husqvarna Business Support AB.
Husqvarna Pro. Prods., Inc. v. Robin Autopilot Holdings, LLC, 2023 NCBC 66.

O’Hagan Meyer PLLC, by Aretina K. Samuel-Priestley and Candice A.
Diah, Lincoln Derr PLLC, by Tricia M. Derr and R. Jeremy Sugg, and
Jackson Walker LLP, by Blake T. Dietrich and Hailey Oestreich, for
Defendants/Counterclaim Plaintiffs Robotic Mowing Investments, LLC,
RLAM Azalea, LLC, Jeffrey R. Dudan Irrevocable Trust, Jeffrey Dudan,
Anthony Hopp, and Robin Technologies, Inc.
Bledsoe, Chief Judge.
I.
FACTUAL AND PROCEDURAL BACKGROUND
A. 	Factual Background
3. 	The Court does not make findings of fact on motions presented under Rule
12. 	Rather, the Court recites the allegations asserted and documents referenced in
the pleadings that are relevant to the Court’s determination of the motions.
4. 	This action arises out of the relationship between Plaintiffs Husqvarna
Professional Products, Inc. (“Husqvarna Products”) and Husqvarna Business Support
AB (“Husqvarna Business”; together with Husqvarna Products, “Plaintiffs” or the
“Husqvarna Parties”), on the one hand, and Defendant Robin Autopilot Holdings,
LLC (“Robin Autopilot”), Robin Technologies (together with Robin Autopilot, the
“Robin Parties”), and the Member Defendants, on the other hand.
5. 	Husqvarna Business is a Swedish foreign limited company with its principal
place of business in Sweden. 	Husqvarna Products is a Delaware corporation that
markets and sells outdoor power equipment, including in particular, robotic lawn
mowers. Husqvarna Products is an affiliate of Husqvarna Business.1
1 (Compl. ¶¶ 5, 6, 16, 17, ECF No. 4.)

6. 	Robin Autopilot is an Ohio limited liability company with its principal place
of business in Texas.2 	Robin Autopilot rents or sells robots to subscribers,3 and its
members include the Member Defendants.4 	Robin Technologies is a Delaware
corporation with its principal place of business in Texas and is an affiliate of Robin
Autopilot.5
7. 	In the summer of 2019, the Robin Parties and the Husqvarna Parties began
discussing a possible business relationship.6 	These discussions culminated in
Husqvarna Products’ and Robin Technologies’ entry into a non-disclosure agreement
(the “NDA”) in June 2019.7
8. 	On 27 May 2021, Robin Autopilot and Husqvarna Business entered into an
Original 	Admission 	Agreement.8 	In 	relevant 	part, 	the 	Original 	Admission
Agreement provided that, in exchange for Husqvarna Business’s contribution of
capital and Husqvarna Products’ provision of certain robotics, parts, and accessories
to Robin Autopilot through a separate Supply Agreement,9 Husqvarna Business
2 (Compl. ¶ 7.)
3 (Compl. ¶¶ 9–13, 18.)
4 (Compl. ¶¶ 9–13.)
5 (Compl. ¶¶ 8, 19.)
6 (Compl. ¶ 20.)
7 (Compl. ¶ 22.)
8 (Compl. ¶ 23.)
9 Husqvarna Products and Robin Autopilot entered into the contemplated Supply Agreement
at about this same time under which Husqvarna Products agreed to sell, and Robin Autopilot
agreed to purchase, certain products. (Compl. ¶¶ 26–28.)

would be admitted as a member of, and granted membership units in, Robin
Autopilot. 	Husqvarna Business would also be permitted to fill one seat on Robin
Autopilot’s board of managers.10 The Original Admission Agreement also included a
non-solicitation provision prohibiting the Husqvarna Parties from soliciting two
businesses—Weed Man, USA and MowBot, Inc.—for a period of twelve months (the
“Non-Solicitation Agreement”).11
9. 	On 1 December 2021, the Member Defendants and Husqvarna Business—
the 	members 	of 	Robin 	Autopilot’s 	board 	of 	managers—entered 	into 	a 	Fourth
Amended and Restated Operating Agreement for Robin Autopilot (the “Operating
Agreement”).12 	Section 	14 	of 	the 	Operating 	Agreement 	provides 	that 	Robin
Autopilot’s members were permitted to “engage in or possess an interest in other
business ventures . . . that may be competitive” with Robin Autopilot.13
10. 	In the second quarter of 2022, disputes arose between the Husqvarna
Parties and the Robin Parties about the Non-Solicitation Agreement and certain
intellectual property.14 	To settle these disagreements, the Husqvarna Parties and
the Robin Parties entered into a Settlement and Release Agreement (the “Settlement
10 (Compl. ¶ 23.)
11 (Compl. ¶ 24.)
12 (Compl. ¶ 29; see Pls.’ Opp’n Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin
Technologies Ex. C [hereinafter “Operating Agreement”], ECF Nos. 17.3 (sealed), 41.2
(redacted).)
13 (Compl. ¶ 32.)
14 (Compl. ¶¶ 33–35.)

Agreement”),15 and, at the same time, Husqvarna Business and Robin Autopilot
entered into an Amended Admission Agreement and a Note Purchase Agreement to
facilitate further investments by Husqvarna Business in Robin Autopilot.16
11. 	Among other provisions, the Settlement Agreement provided that “upon
expiration of the Non-Solicitation Agreement, no non-solicitation obligations remain
between the parties unless [the] parties explicitly agree otherwise in writing.”17
12. 	As alleged by Plaintiffs, the Amended Admission Agreement “confirmed the
rights and commitments that remained outstanding under the Original Admission
Agreement,”18 “provided for the acceleration of Husqvarna Business’s final cash
contribution 	to 	Robin 	Autopilot 	under 	the 	Original 	Admission 	Agreement,”
committed “Husqvarna to invest an additional $500,000 in Robin Autopilot if ‘certain
growth targets’ were met,” and awarded Husqvarna Business an additional vote on
Robin Autopilot’s board of managers.19
13. 	The Note Purchase Agreement was entered into by Husqvarna Business,
Robin Autopilot, and a third party, Robotic Mowing Investments, LLC, pursuant to
which Husqvarna Business purchased a convertible promissory note in the original
principal amount of $1,000,000, which was executed by Robin Autopilot in favor of
15 (Compl. ¶¶ 33–35.)
16 (Compl. ¶¶ 40, 41.)
17 (Compl. ¶ 37.)
18 (Compl. ¶ 41.)
19 (Compl. ¶ 42.)

Husqvarna Business with a maturity date of 8 September 2023.20 	The Robin and
Husqvarna Parties also agreed in the Note Purchase Agreement to enter into the
Settlement Agreement.21
14. 	The events precipitating this litigation began when Husqvarna Products
changed its business strategy in December 2022 from working with the Robin Parties
to service and sell robotic mowers to the professional landscaping market to a
strategy of “pursu[ing] sales of its robotic products directly to professional users
(including landscapers).”22 	In response to Husqvarna Products’ initiation of direct
competition, the Robin Parties’ Chief Executive Officer, Logan Fahey (“Fahey”), sent
a memorandum to the Husqvarna Parties on 6 March 2023 (the “March 6 Memo”),23
objecting to Husqvarna Products’ direct solicitation of certain customers.24 	Fahey
stated in the March 6 Memo that “Robin,” which the memo defined as “Robin
Autopilot,” would “not sit idly by” and allow “Husqvarna’s current strategy” to
“undercut Robin’s business and success.”25 	Fahey also asserted that “to the extent
Husqvarna will not cease these sales, [Robin] believe[s] this will materially alter the
20 (Compl. ¶¶ 45–47.) The convertible note also provided Husqvarna Business an option to
convert unpaid principal and interest into additional units of Robin Autopilot. (Compl. ¶ 47.)
21 (Pls.’ Opp’n Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin Technologies Ex.
F, ECF Nos. 17.6 (sealed), 41.5 (redacted).)
22 (Compl. ¶¶ 52, 53.)
23 (Compl. ¶ 57.)
24 (Compl. ¶¶ 58–68.)
25 (Compl. ¶ 61.)

companies’ relationship and create a situation where we cannot continue forward as
things currently stand.”26 	The March 6 Memo indicated that it was from Fahey as
CEO of Robin Autopilot, but the memo was signed by Fahey over a signature line
reading “CEO | Robin Technologies.”27 	A Robin Technologies watermark also
appeared on each page of the March 6 Memo.28
B. 	Procedural History
15. 	The Husqvarna Parties filed this action on 3 April 2023, asserting claims
against (i) the Robin Parties and the Member Defendants for a declaratory judgment
concerning 	the 	parties’ 	rights 	under 	the 	Original 	Admission 	Agreement, 	the
Amended Admission Agreement, and the Operating Agreement; (ii) the Robin Parties
for anticipatory breach of the Settlement Agreement and for a declaratory judgment
concerning the parties’ rights under the Settlement Agreement, the Note Purchase
Agreement, and the Supply Agreement; and (iii) Robin Autopilot for breach of the
Supply Agreement and for anticipatory breach of the Note Purchase Agreement, the
Original Admission Agreement, and the Amended Admission Agreement.29
16. 	On 12 May 2023, the Member Defendants and Robin Technologies filed the
current Motion, seeking the dismissal of Plaintiffs’ claims for declaratory judgment
26 (Compl. ¶ 61.)
27 (Pls.’ Opp’n Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin Technologies Ex.
A [hereinafter “March 6 Memo”], ECF No. 17.1.)
28 (See March 6 Memo.)
29 (Compl. ¶¶ 69–126.)

against the Member Defendants concerning the parties’ rights under the Original
Admission Agreement, the Amended Admission Agreement, and the Operating
Agreement, and against Robin Technologies for anticipatory breach of the Settlement
Agreement and for declaratory judgment concerning the parties’ rights under the
Settlement Agreement, the Note Purchase Agreement, and the Supply Agreement.30
17. 	After full briefing, the Court convened a hearing on the Motion on 22 August
2023, at which all parties were represented by counsel (the “Hearing”). The Motion
is now ripe for resolution.
II.
LEGAL STANDARD
18. 	When deciding whether to dismiss for failure to state a claim under Rule
12(b)(6), the Court considers “whether the allegations of the complaint, if treated as
true, are sufficient to state a claim upon which relief can be granted under some legal
theory.” 	Corwin v. Brit. Am. Tobacco PLC, 371 N.C. 605, 615 (2018) (quoting
CommScope Credit Union v. Butler & Burke, LLP, 369 N.C. 48, 51 (2016)).
19. 	“[D]ismissal pursuant to Rule 12(b)(6) is proper when ‘(1) the complaint on
its face reveals that no law supports the plaintiff’s 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’s claim.’ ” Corwin, 371 N.C.
at 615 (quoting Wood v. Guilford Cnty., 355 N.C. 161, 166 (2002)).
30 (Defs.’ Mot. Dismiss Claims Against Member Defs. and Robin Technologies [hereinafter
“Defs.’ Mot. Dismiss”], ECF No. 7.)

20. 	Under Rule 12(b)(6), “the trial court is to construe the pleading liberally and
in the light most favorable to the plaintiff, taking as true and admitted all well-
pleaded factual allegations contained within the complaint.” 	Donovan v. Fiumara,
114 N.C. App. 524, 526 (1994) (cleaned up). The Court need not, however, accept as
true “allegations that are merely conclusory, unwarranted deductions of fact, or
unreasonable inferences.” Good Hope Hosp., Inc. v. N.C. HHS, Div. of Facility Servs.,
174 N.C. App. 266, 274 (2005) (quotation marks and citation omitted).
21. 	When considering a motion to dismiss under Rule 12(b)(6), 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.” 	Oberlin Capital, L.P. v. Slavin, 147 N.C. App. 52, 60 (2001); see, e.g.,
Deluca v. River Bluff Holdings II, LLC, 2015 NCBC LEXIS 12, at *8 (N.C. Super. Ct.
Jan. 28, 2015) (stating that under Rule 12(b)(6), “a trial court may properly consider
a contract that is the subject matter of the complaint, even if the plaintiff did not
attach it to the complaint[ ]”). 	Moreover, the Court “can reject allegations that are
contradicted by the documents attached to, specifically referred to, or incorporated by
reference in the complaint.” Moch v. A.M. Pappas & Assocs., LLC, 251 N.C. App. 198,
206 (2016) (quoting Laster v. Francis, 199 N.C. App. 572, 577 (2009)).
22. 	Rule 12(h)(3) provides that “[w]henever it appears by suggestion of the
parties or otherwise that the court lacks jurisdiction of the subject matter, the court
shall dismiss the action.” 	N.C. R. Civ. P. 12(h)(3). 	As this Court has previously
explained:

A defect in subject matter jurisdiction may be raised by a party or by the
court sua sponte. 	A motion to dismiss for lack of subject matter
jurisdiction is not viewed in the same manner as a motion to dismiss for
failure to state a claim upon which relief can be granted. 	A court may
consider matters outside the pleadings in determining whether subject
matter jurisdiction exists.
Miller v. Burlington Chem. Co., LLC, 2017 NCBC LEXIS 6, *11 (N.C. Super. Ct. Jan.
27, 2017) (cleaned up).
23. 	Rule 12(h)(3) may be invoked in the context of a declaratory judgment
action. As recently explained by our Supreme Court:
As a jurisdictional prerequisite, the Declaratory Judgment Act requires
the pleadings and evidence to disclose the existence of an actual
controversy between the parties having adverse interests in the matter
in dispute. This controversy between the parties must exist at the time
the pleading requesting declaratory relief was filed. Absolute certainty
of litigation is not required, but the plaintiff must demonstrate to a
practical certainty that litigation will arise.
Button v. Level Four Orthotics & Prosthetics, Inc., 380 N.C. 459, 466 (2022) (cleaned
up).
24. 	Under the North Carolina Uniform Declaratory Judgment Act (the “DJA”),
N.C.G.S. §§ 1-253–67, courts have the authority to enter declaratory judgments as
follows:
Courts of record within their respective jurisdictions shall have power
to declare rights, status, and other legal relations, whether or not
further relief is or could be claimed. 	No action or proceeding shall be
open to objection on the ground that a declaratory judgment or decree is
prayed for. 	The declaration may be either affirmative or negative in
form and effect; and such declarations shall have the force and effect of
a final judgment or decree.
N.C.G.S. § 1-253.

25. 	“When declaratory relief is sought, all persons shall be made parties who
have or claim any interest which would be affected by the declaration, and no
declaration shall prejudice the rights of persons not parties to the proceedings.”
N.C.G.S. § 1-260. For pleading purposes under the DJA:
It is required only that the plaintiff shall allege in his complaint . . . that
a real controversy, arising out of [the parties’] opposing contentions as
to their respective legal rights and liabilities under a deed, will or
contract in writing, or under a statute, municipal ordinance, contract or
franchise, exists between or among the parties, and that the relief
prayed for will make certain that which is uncertain and secure that
which is insecure.”
North Carolina Consumers Power, Inc. v. Duke Power Co., 285 N.C. 434, 449 (1974)
(citation omitted).
26. 	“Although it is not necessary that one party have an actual right of action
against another to satisfy the jurisdictional requirement of an actual controversy, it
is necessary that litigation appear unavoidable.” 	Gaston Bd. of Realtors, Inc. v.
Harrison, 311 N.C. 230, 234 (1984). 	“When the record shows that there is no basis
for declaratory relief, or the complaint does not allege an actual, genuine existing
controversy, a motion for dismissal under . . . Rule 12(b)(6) will be granted.” 	Id. at
234–35.

III.
ANALYSIS
A. 	Plaintiffs’ Claims Against the Member Defendants and Robin Technologies
Based on the Admission and Operating Agreements
1. 	The Original and Amended Admission Agreements
27. 	The Husqvarna Parties first seek a declaration that neither the Original
Admission Agreement nor the Amended Admission Agreement restricts their right to
sell their products directly to professional landscape service providers.31 The Member
Defendants and Robin Technologies seek to dismiss this claim, contending that they
are not signatories to either agreement, their interests are unaffected by the
declarations sought under these agreements, and therefore there is not an actual case
or controversy under these agreements with the Husqvarna Parties.32
28. 	The Husqvarna Parties seek to avoid dismissal on two grounds. First, they
assert that an actual controversy exists because they have alleged that the Member
Defendants “have indicated support of the Robin Parties’ refusal to honor their
obligations and have even gone so far as to engage counsel (separate from the
company) for the members other than Husqvarna Business to seek legal process with
respect to this position.”33 	In addition, they contend that the Member Defendants’
and 	Robin 	Technologies’ 	interests 	will 	be 	affected 	by 	a 	determination 	of 	the
31 (See Compl. ¶¶ 26, 27.)
32 (See Br. Supp. Defs.’ Mot. Dismiss 5–6, ECF No. 8.)
33 (Compl. ¶ 66.)

Husqvarna Parties’ rights under these agreements.34 	See, e.g., Singleton v. Sunset
Beach & Twin Lakes, Inc., 147 N.C. App. 736, 742 (2001) (holding that defendant was
a proper party because the requested declaration would necessarily “affect the
[defendant’s] interest”).
29. 	The Court agrees with the Member Defendants and Robin Technologies.
First, the fact that the Member Defendants agree with the positions taken in the
March 6 Memo is of no legal consequence on this Motion. 	See, e.g., Gaston Bd. of
Realtors, Inc., 311 N.C. at 234 (holding that “a mere difference of opinion between the
parties does not constitute a controversy within the meaning of the Declaratory
Judgment Act”). 	The same is true of the Member Defendants’ retention of counsel;
indeed, 	clients 	routinely 	retain 	counsel 	to 	provide 	legal 	advice 	concerning
contemplated transactions and conduct long before litigation “appears unavoidable.”
Id.; see also, e.g., Town of Spencer v. Town of E. Spencer, 351 N.C. 124, 127 (1999) (“A
justiciable controversy exists when litigation to resolve the controversy appears to be
unavoidable.”).
30. 	The fact remains that none of these Defendants is a signatory to either
admission agreement. 	Nor do they have rights under these agreements. 	Indeed, a
declaration of rights under the admission agreements will impact the Husqvarna
Parties’ interests only through Husqvarna Business’s status as a member of Robin
Autopilot 	and 	will 	impact 	Robin 	Autopilot’s 	interest 	only 	to 	the 	extent 	that
Husqvarna Business is one of its members. In short, the declarations sought under
34 (See Pls.’ Opp’n Defs.’ Mot. Dismiss 22, ECF No. 16.)

these agreements do not impact any interests of the Member Defendants and Robin
Technologies.
31. 	For each of these reasons, therefore, the Court will grant the Motion and
dismiss Plaintiffs’ claim for declaratory judgment against the Member Defendants
and Robin Technologies based on the Original and Amended Admission Agreements.
2. 	The Operating Agreement
32. 	The Husqvarna Parties seek a similar declaration that the Operating
Agreement (and specifically Section 14) does not restrict their right to sell their
products 	directly 	to 	professional 	landscape 	service 	providers.35 	The 	Member
Defendants and Robin Technologies contend that the claim should be dismissed as to
them because the Operating Agreement does not create rights and obligations
between the Husqvarna Parties, on the one hand, and the Member Defendants or
Robin Technologies, on the other.36
33. 	The Husqvarna Parties disagree and, for their first argument, advance the
same reasons to support their declaratory judgment claim based on the Operating
Agreement as they did to support their DJA claims based on the Original and
Amended Admission Agreements.37 However, the Court again rejects the Husqvarna
Parties’ contention that an actual controversy arises from the Member Defendants’
35 (See Compl. ¶¶ 26, 27.)
36 ( Br. Supp. Defs.’ Mot. Dismiss 6–9.)
37 ( Pls.’ Opp’n Defs.’ Mot. Dismiss 20–22.)

alleged agreement with positions taken in the March 6 Memo and their engagement
of counsel for the same reasons.
34. 	The Court therefore addresses the Husqvarna Parties’ second argument—
that the Member Defendants’ and Robin Technologies’ interests will be affected by a
determination of the Husqvarna Parties’ rights under Section 14 of the Operating
Agreement.
35. 	Section 14 provides as follows:
14. Other Business. During the term of this Agreement, the Members
and any affiliate of the Members may engage in or possess an interest
in other business ventures (unconnected with the Company and its
subsidiaries) of every kind and description, independently or with
others, including interests, activities and investments with respect to
landscaping 	or 	lawn 	care 	services 	or 	the 	provision 	of 	software,
subscription services, training services or support services that may be
competitive with Company. The Members shall have no duty to disclose
to or permit the Company to participate in any project or investments
that may be of interest to the Company or any other Member. 	To the
extent that any holder of Units is subject to a restrictive covenant with
the Company or any subsidiary pursuant to an employment agreement,
equity grant instrument or other contract, the terms of such contract or
agreement supersede this Section 14.38
36. 	The Husqvarna Parties seek a declaration of Husqvarna Business’s rights
to compete as a member of Robin Autopilot under Section 14. 	A determination of
Husqvarna Business’s rights under this Section, however, will necessarily determine
the 	Member 	Defendants’ 	rights 	to 	compete 	against 	Robin 	Autopilot 	because
Husqvarna 	Business 	and 	the 	Member 	Defendants 	are 	all 	members 	of 	Robin
Autopilot. 	As a result, the Member Defendants are proper party-defendants on
38 (Operating Agreement, Section 14.)

Plaintiff’s declaratory judgment claim based on the Operating Agreement, and the
Court concludes that the Member Defendants’ Motion should be denied with respect
to this claim.39
37. 	In contrast, however, Robin Technologies is not a member of Robin Autopilot
and has no rights under the Operating Agreement. 	As a result, a declaration as to
Husqvarna Business’s right to compete under Section 14 will not impact any interest
of Robin Technologies. Accordingly, the Court will grant Defendants’ Motion in part
and dismiss this claim against Robin Technologies.
B. 	Plaintiffs’ Claims Against Robin Technologies Based on the Settlement,
Supply, and Note Purchase Agreements
38. 	The Husqvarna Parties seek a declaration against the Robin Parties
concerning the Husqvarna Parties’ rights under the Settlement Agreement, the
Supply Agreement, and the Note Purchase Agreement.40 Robin Technologies seeks
dismissal of these claims as to each agreement.
1. 	The Supply Agreement
39. 	Robin 	Technologies 	asserts 	that 	it 	is 	not 	a 	signatory 	to 	the 	Supply
Agreement and thus that there is not an actual controversy with the Husqvarna
39 The Member Defendants argue in their briefing that Plaintiffs’ claims against them are
premised on a veil-piercing theory, which they then endeavor to attack. (See Br. Supp. Defs.’
Mot. Dismiss 6.) Plaintiffs, however, have not sought to hold the Member Defendants liable
for the Robin Parties’ conduct, and at the Hearing, Plaintiffs’ counsel expressly disavowed
that Plaintiffs’ claims sought to impose liability on the Member Defendants through the
Robin Parties’ conduct on a veil-piercing theory.
40 (See Compl. ¶¶ 96–100.)

Parties regarding that agreement.41 	The Husqvarna Parties disagree, contending
that Robin Technologies has an interest that will be affected by the requested
declaration because the Supply Agreement was executed in conjunction with a
collection of agreements including the NDA, the Amended Admission Agreement, and
the Operating Agreement.42 The Court agrees with Robin Technologies.
40. 	A review of the Supply Agreement makes plain that Robin Technologies is
not a signatory and has no rights under that agreement.43 	The mere fact that the
Supply Agreement was executed in tandem with, or at the same time as, other
agreements, some of which Robin Technologies signed and some of which it did not,
does not give rise to an interest in the Supply Agreement that is implicated by the
declaration Plaintiffs seek. Because a determination of the Husqvarna Parties’ rights
under the Supply Agreement will not affect any interest of Robin Technologies, the
Court will grant the Motion and dismiss the declaratory judgment claim against
Robin Technologies.
41 (See Br. Supp. Defs.’ Mot. Dismiss 10.)
42 (See Pls.’ Opp’n Defs.’ Mot. Dismiss 30.)
43 The Court notes that the Supply Agreement included as Exhibit B to Plaintiffs’ opposition
brief, (ECF Nos. 17.2 (sealed), 41.1 (redacted)), lacks a signature block. The parties, however,
informed 	the 	Court 	at 	the 	hearing 	on 	Plaintiffs’ 	Motion 	to 	Dismiss 	Defendants’
Counterclaims on 19 September 2023 that they have agreed that the copy of the Supply
Agreement attached as Exhibit B contains identical terms to the original agreement, which
contains an executed signature block.

2. 	The Settlement Agreement
41. 	Robin 	Technologies contends 	that 	the Husqvarna 	Parties’ Settlement-
Agreement-based declaratory judgment claim should be dismissed because Plaintiffs
have failed to allege a case or controversy affecting Robin Technologies through a
declaration of Plaintiffs’ rights under the Settlement Agreement.44 As the Husqvarna
Parties contend, however, Robin Technologies is a signatory to, and has continuing
obligations under, the Settlement Agreement, and a declaration of the Husqvarna
Parties’ rights to compete under that agreement will necessarily affect Robin
Technologies’ interests, particularly given Plaintiffs’ allegation that Fahey sent the
March 	6 	Memo 	challenging 	Plaintiffs’ 	competition 	rights 	on 	behalf 	of 	Robin
Technologies.45 	As a result, the Court will deny Defendants’ Motion to the extent
that it seeks dismissal of Plaintiffs’ declaratory judgment claim against Robin
Technologies based on the Settlement Agreement.
3. 	The Note Purchase Agreement
42. 	Finally, Robin Technologies seeks to dismiss the Husqvarna Parties’ claim
for a declaration that the Note Purchase Agreement does not restrict Plaintiffs’ right
to sell products directly to professional landscape service providers, contending that
it was not a party to that agreement and did not have any rights or duties
thereunder.46
44 (See Br. Supp. Defs.’ Mot. Dismiss 14.)
45 (See Pls.’ Opp’n Defs.’ Mot. Dismiss 28–29.)
46 (See Br. Supp. Defs.’ Mot. Dismiss 10.)

43. 	The Husqvarna Parties oppose Defendants’ Motion, asserting that Robin
Technologies has an interest in the resolution of the declaratory judgment claim
based on the Note Purchase Agreement because the agreement “expressly obligates
Robin Technologies to enter into the [Settlement Agreement],” the Settlement
Agreement addresses the Husqvarna Parties’ permitted competition against Robin
Autopilot,47 	and 	Robin 	Technologies’ 	failure 	to 	comply 	with 	the 	Settlement
Agreement’s non-competition provisions could therefore constitute a breach of the
Note Purchase Agreement.48 The Court finds Plaintiffs’ arguments without merit.
44. 	Indeed, North Carolina law is clear that, absent veil-piercing or agency,
neither of which is alleged, Robin Technologies cannot bring an action on the Note
Purchase Agreement or be held liable for any breach of that agreement because it is
neither a party to nor a third-party beneficiary of that agreement. See, e.g., Howe v.
Links Club Condo. Ass’n, 263 N.C. App. 130, 139 (2018) (“[A]s a matter of law, a non-
party to a contract cannot be held liable for any breach that may have occurred.”
(cleaned up)); see also Energy Invs. Fund, L.P. v. Metric Constructors, Inc., 351 N.C.
331, 338 (2000) (noting the requirement of contractual privity to sustain a claim for
breach of warranty). 	Thus, Robin Technologies’ promise in the Note Purchase
Agreement to enter into the Settlement Agreement does not create enforceable
contract rights by and against Robin Technologies under the Settlement Agreement.
To the contrary, any rights under the Settlement Agreement are enforceable by the
47 (See Pls.’ Opp’n Defs.’ Mot. Dismiss 29.)
48 (See Tr. 22:8, 15.)

parties to that agreement under that agreement’s terms—not by the Husqvarna and
Robin Parties through the terms of the Note Purchase Agreement, as Plaintiffs urge
the Court to find here. As a result, Robin Technologies does not have an interest in
Plaintiffs’ declaratory judgment claim based on the Note Purchase Agreement, and
the Court will therefore grant Defendants’ Motion and dismiss this claim against
Robin Technologies.
C. 	Plaintiffs’ Claim for Anticipatory Breach of the Settlement Agreement
45. 	Robin Technologies also seeks to dismiss the Husqvarna Parties’ claim for
anticipatory breach of the Settlement Agreement,49 contending that the claim rests
solely on the March 6 Memo and that the memo shows Robin Autopilot’s refusal to
perform under the Settlement Agreement, not any refusal to perform by Robin
Technologies.50 	In making this argument, Robin Technologies asserts that Fahey
sent the March 6 Memo on behalf of Robin Autopilot, that Robin Autopilot does
business as “Robin Technologies,”51 and that the references to Robin Technologies in
the March 6 Memo should be understood in that light.52
46. 	The Court finds Robin Technologies’ arguments unpersuasive at the Rule
12(b)(6) stage. 	The Husqvarna Parties have alleged that Fahey is the CEO of both
Robin 	Parties, 	that 	Fahey 	wrote 	and 	sent 	the 	March 	6 	Memo, 	that 	“Robin
49 (See Compl. ¶¶ 101–07.)
50 (See Br. Supp. Defs.’ Mot. Dismiss 11.)
51 (See Br. Supp. Defs.’ Mot. Dismiss 12.)
52 (See Br. Supp. Defs.’ Mot. Dismiss 12–14.)

Technologies” appears as a watermark throughout the memo, and that the signature
line on the memo identified Fahey as “CEO | Robin Technologies.”53 	Considering
these allegations in the light most favorable to Plaintiffs, the Court cannot conclude
as a matter of law at this time that the March 6 Memo was sent only on behalf of
Robin Autopilot and not also on behalf of Robin Technologies. 	The Court therefore
concludes that Defendants’ Motion to dismiss Plaintiffs’ claim for anticipatory breach
of the Settlement Agreement against Robin Technologies should be denied.
IV.
CONCLUSION
47. 	WHEREFORE, for the reasons set forth above, the Court hereby GRANTS
in part and DENIES in part the Motion as follows:
a. 	The Motion is GRANTED as to Plaintiffs’ claim against the Member
Defendants 	and 	Robin 	Technologies 	for 	a 	declaratory 	judgment
concerning the Original Admission Agreement and Amended Admission
Agreement, and that claim is hereby DISMISSED with prejudice;
b. 	The Motion is DENIED as to Plaintiffs’ claim for declaratory judgment
against the Member Defendants concerning the Operating Agreement,
and that claim shall proceed to discovery;
c. 	The 	Motion 	is 	GRANTED 	as 	to 	Plaintiffs’ 	claim 	for 	declaratory
judgment 	against 	Robin 	Technologies 	concerning 	the 	Operating
Agreement, and that claim is hereby DISMISSED with prejudice;
53 (Compl. 57; (Pls.’ Opp’n Defs.’ Mot. Dismiss Ex. A.)

d. 	The 	Motion is 	GRANTED 	as 	to Plaintiffs’ claims 	for declaratory
judgment against Robin Technologies concerning the Supply Agreement
and 	the 	Note 	Purchase 	Agreement, 	and 	these 	claims 	are 	hereby
DISMISSED with prejudice; and
e. 	The 	Motion 	is 	DENIED 	as 	to 	Plaintiffs’ 	claims 	against 	Robin
Technologies for anticipatory breach of the Settlement Agreement and
for declaratory judgment concerning the Settlement Agreement, and
those claims shall proceed to discovery.
SO ORDERED, this the 22nd day of September, 2023.
/s/ Louis A. Bledsoe, III
Louis A. Bledsoe, III
Chief Business Court Judge