GREENTOUCH USA, INC. v. LOWE'S COS., 2024 NCBC 67

STATE OF NORTH CAROLINA
IREDELL COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
24 CVS 543
GREENTOUCH USA, INC.,
Plaintiff,
v.
LOWE’S COMPANIES INC. and L G
SOURCING, INC.,
Defendants.
ORDER AND OPINION ON
DEFENDANTS’ PARTIAL
MOTION TO DISMISS
THIS MATTER is before the Court on Defendants Lowe’s Companies Inc.
(“Lowe’s”) and L G Sourcing, Inc’s (“LGSI”) (collectively, “Defendants”) Partial Motion
to Dismiss Plaintiff’s Complaint (“Motion to Dismiss,” ECF No. 12).
THE COURT, having considered the Motion to Dismiss, the parties’ briefs,
the arguments of counsel, the applicable law, and all appropriate matters of record,
CONCLUDES that the Motion to Dismiss should be GRANTED in part and
DENIED in part as set forth below.
Mauney PLLC, by Gary V. Mauney, and Rachlis Duff & Peel, LLC, by
Drew Peel and Kevin Duff, for Plaintiff Greentouch USA, Inc.
Winston & Strawn, LLP, by Jeffrey Scott Wilkerson and Amanda L.
Groves, for Defendants Lowe’s Companies Inc. and L G Sourcing, Inc.
Davis, Judge.
INTRODUCTION
1. 	This case involves a dispute between a retailer and its former vendors
in the home improvement industry. 	For several years, the parties engaged in what
Greentouch USA, Inc. v. Lowe’s Cos., 2024 NCBC 67.

appears to have been a harmonious business relationship. Ultimately, however, the
relationship took a cattywampus turn. The present lawsuit resulted.
FACTUAL AND PROCEDURAL BACKGROUND
2. 	The Court does not make findings of fact in connection with a motion to
dismiss under Rule 12(b)(6) of the North Carolina Rules of Civil Procedure and
instead recites those facts contained in the complaint (and in documents attached to,
referred to, or incorporated by reference in the complaint) that are relevant to the
Court’s determination of the motion. 	See, e.g., Window World of Baton Rouge, LLC
v. Window World, Inc., 2017 NCBC LEXIS 60, at *11 (N.C. Super. Ct. July 12, 2017).
3. 	Plaintiff Greentouch USA, Inc. (“Greentouch”) is incorporated under the
laws of the state of Florida and has a place of business in Mooresville, North Carolina.
(Compl. ¶ 7, ECF No. 3.) Greentouch is in the business of designing, supplying, and
selling bathroom vanities, fireplaces, and related fixtures and furniture. 	(Compl. ¶
8.)
4. 	A related entity, Greentouch Home Ltd.–Hong Kong (“HK Greentouch”)
was—at all relevant times—also in the business of designing, supplying, and selling
bathroom vanities, fireplaces, and related fixtures and furniture.1 (Compl. ¶ 9.)
5. 	Defendant Lowe’s is incorporated under the laws of North Carolina and
has its principal place of business in Mooresville, North Carolina. 	(Compl. ¶ 10.)
1 However, the Complaint alleges that HK Greentouch has been forced to suspend its
operations and has assigned its legal claims in this action to Greentouch. (Compl. ¶ 9.) For
ease of reading, this Opinion will hereafter refer to both entities collectively as “Greentouch.”

Lowe’s is the world’s second largest home improvement retailer, operating more than
1,700 stores in the United States. (Compl. ¶ 13.)
6. 	Defendant LGSI is a wholly owned subsidiary of Lowe’s, is incorporated
under the laws of North Carolina, and has its principal place of business in
Mooresville, North Carolina. (Compl. ¶ 11.)
7. 	Prior to the dispute giving rise to this lawsuit, Lowe’s was Greentouch’s
largest customer. 	(Compl. ¶¶ 8–9.) 	Greentouch’s combined sales to Lowe’s totaled
$73 million in 2018; $88 million in 2019; $97 million in 2020; $86 million in 2021; $90
million in 2022; and $12.2 million in 2023. (Compl. ¶¶ 17–22.)
8. 	In October 2020, through a series of email exchanges between a Lowe’s
representative, 	Elizabeth 	Bryant, 	and 	two 	Greentouch 	executives, 	Jonathan
Nussbaum and Jody Binkley, Lowe’s entered into a three-year supplier contract with
Greentouch for the period covering 1 January 2021 through 31 December 2023.2
(Compl. ¶ 26.)
9. 	Under the terms of the contract, Lowe’s was required to:
[M]aintain current number of stock vanity combo sku’s . . . with the
intent 	of 	not 	falling 	below 	the 	current 	level 	of 	purchases 	[e.g.,
approximately $77 million in 2020], which is encompassing of stock,
SOE [i.e., special order express], and SOS; [and]
[Make an] [a]dditional $8.56M in annual purchases of SOE items to be
housed in the Lowe’s distribution network over and above the business
already awarded as part of the Phase 1 Vanity Reset in April of 2021.
(Compl. ¶ 27) (alterations in the original).
2 The Complaint is unclear as to whether there were any preexisting written contracts
governing the business relationship between Greentouch and Defendants.

10. 	In exchange, Greentouch promised to: (1) supply Lowe’s with thousands
of additional product SKUs; (2) spend a defined percentage of sales on marketing and
other support costs; (3) add a “Brand Advocate”3; (4) maintain promotional funding
at a percentage “consistent with [the] 2019 fiscal promotional funding percentage”;
(5) spend “$100K in co-marketing [] each year of the agreement”; and (6) provide a
“0.75% infrastructure allowance.” (Compl. ¶ 28.)
11. 	The contract further provided that, with respect to any non-performing
goods, Greentouch would retain a right of first refusal—permitting it to retake
possession of the “defective” merchandise for correction, or to re-sell or re-use it.
(Compl. ¶ 34.)
12. 	Accordingly, Greentouch paid for a “Brand Advocate” in 2021 and 2022;
hired additional staff to manage design, production, shipping, and management of
thousands of new SKUs; and began funding promotions, marketing, and research and
development for the new SKUs. (Compl. ¶ 30.)
13. 	However, with the onset of the COVID-19 pandemic, Lowe’s allegedly
began “squeezing” Greentouch as it sought new ways to “bolster [its] bottom-line in a
time of crisis.” (Compl. ¶ 42.) Greentouch asserts that Lowe’s sought to undermine
and “destroy” it financially so that Greentouch would be unable to perform under its
contract with Lowe’s. 	(Compl. ¶¶ 42, 82.) 	Greentouch further alleges that the
ultimate 	goal 	of 	these 	efforts 	was 	to 	enable 	Lowe’s 	to 	take 	over 	product
3 The “Brand Advocate” would be a Lowe’s employee responsible for covering Greentouch’s
additional product SKUs, related marketing, and support. (Compl. ¶ 28.)

manufacturing itself or enter into lower-cost agreements with other vendors. (Compl.
¶¶ 42, 82.)
14. 	To that end, Greentouch alleges that Lowe’s unilaterally adopted and
implemented new shipping, handling, and other vendor-related policies. 	(Compl. ¶
32.)
15. 	At 	the 	same 	time, 	Lowe’s 	allegedly 	began 	falsely 	and 	arbitrarily
claiming that an excessive number of Greentouch’s products were defective upon
delivery. (Compl. ¶ 32.) Greentouch asserts that under the guise of claimed defects,
Lowe’s began disposing of the products at issue without paying Greentouch for them.
(Compl. ¶ 32.) Despite these products being labelled as defective and unfit for sale,
Lowe’s began reselling substantial numbers of Greentouch’s products to third parties
and “pocketing” the revenue from those sales for itself. (Compl. ¶¶ 33, 37.)
16. 	In its Complaint, Greentouch contends that Lowe’s began offsetting the
“full landed” costs, including shipping costs, for the defective products against the
amounts due and owed to Greentouch under the terms of the contract. (Compl. ¶ 34.)
17. 	Greentouch asserts that although the parties’ contract did not give
Lowe’s the unilateral and unfettered discretion to declare products defective, Lowe’s
refused to provide substantiation, documentation, or details to Greentouch regarding
this issue. 	(Compl. ¶¶ 33, 36.) 	Despite repeated requests, Greentouch’s inquiries
were routinely ignored, and it was not provided the opportunity to verify the product
defect claims for itself. (Compl. ¶ 36.)

18. 	During this time period, Greentouch contends, Lowe’s was “condon[ing],
accept[ing], direct[ing] and/or ratif[ying]” LGSI to disparage Greentouch to its other
business partners in order to discourage them from doing business with Greentouch.
(Compl. ¶¶ 38, 81.)
19. 	As an example, LGSI allegedly directed Home Insights, LLC (“Home
Insights”) and its affiliate, Starwood Furniture (MFG) Vietnam Corporation, to refuse
to honor an existing services agreement with Greentouch. (Compl. ¶¶ 39, 65–66.)
20. 	Greentouch asserts that in or around May 2023, an LGSI executive
contacted Philip Hood of Home Insights in High Point, North Carolina. 	(Compl. ¶
86.) While speaking with Hood, the LGSI executive falsely claimed that Greentouch
was in bankruptcy and could not fulfill its financial commitments to Lowe’s. (Compl.
¶¶ 40, 86.)
21. 	Around this same time, one of Greentouch’s managers, Danny Chen,
reported that LGSI’s Director of Asia Sourcing, Angela Wang, “made false statements
to Hood about the financial condition” of Greentouch. (Compl. ¶ 87.)
22. 	Greentouch contends that as a result of these false statements, Home
Insights curtailed the scope of its business with Greentouch. (Compl. ¶ 86.)
23. 	The 	Complaint 	further 	asserts 	that 	Defendants 	were 	aware 	that
Greentouch was working to enter into a supplier agreement with a company called
RONA. (Compl. ¶ 68.) In or around May 2023, LGSI executives allegedly contacted
two of RONA’s global service managers, Patricia Armstrong and Melyssa Lapierre.
(Compl. ¶¶ 67, 84.) According to Greentouch, LGSI executives—while speaking with

Armstrong and Lapierre— falsely claimed that Greentouch was in bankruptcy and
could not fulfill its financial commitments to Lowe’s, thereby causing RONA to
exclude 	Greentouch 	from 	its 	upcoming 	“Vanities 	and 	Fireplaces 	Product 	Line
Reviews.” (Compl. ¶ 84.)
24. 	In 	May 	of 	2023, 	Greentouch 	shipped 	more 	than 	a 	dozen 	freight
containers of products to Lowe’s. 	(Compl. ¶¶ 23, 90.) 	The Complaint asserts that
although Lowe’s accepted the shipment, it neither paid Greentouch for the products
nor provided any explanation for its refusal to do so. (Compl. ¶¶ 23, 90–91.)
25. 	Ultimately, after taking possession of the shipping containers, Lowe’s
ceased all business dealings with Greentouch. (Compl. ¶¶ 24, 51.)
26. 	Greentouch initiated this action by filing a Complaint in Iredell County
Superior Court on 20 February 2024. In the Complaint, Greentouch asserted claims
against Lowe’s for breach of contract, unjust enrichment, quasi contract/contract
implied by law, conversion, unfair and deceptive trade practices (“UDTP”), and
constructive trust and accounting. (Compl. ¶¶ 15–28.) In addition, Greentouch pled
claims against both Lowe’s and LGSI for tortious interference with existing contract,
tortious interference with prospective economic advantage, defamation, and punitive
damages. (Compl. ¶¶ 19, 21–24, 27–28.)
27. 	This matter was designated as a mandatory complex business case and
assigned to the undersigned on 28 March 2024. (ECF Nos. 1–2.)
28. 	Defendants filed the present Motion to Dismiss on 27 May 2024.

29. 	The Court held a hearing on the Motion to Dismiss on 17 September
2024 at which all parties were represented by counsel.
30. 	The Motion to Dismiss has been fully briefed and is ripe for resolution.
LEGAL STANDARD
31. 	In ruling on a motion to dismiss under Rule 12(b)(6), the Court may only
consider the complaint and “any exhibits attached to the complaint,” Krawiec v.
Manly, 370 N.C. 602, 606 (2018), in order to determine whether “as a matter of law,
the allegations of the complaint, treated as true, are sufficient to state a claim upon
which relief can be granted under some recognized legal theory,” Forsyth Mem’l
Hosp., Inc. v. Armstrong World Indus., Inc., 336 N.C. 438, 442 (1994) (cleaned up).
The Court must view the allegations in the complaint “in the light most favorable to
the non-moving party.” 	Christenbury Eye Ctr., P.A. v. Medflow, Inc., 370 N.C. 1, 5
(2017) (cleaned up).
32. 	“It is well established that dismissal 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 v. British Am. Tobacco PLC, 371 N.C. 605, 615 (2018) (quoting Wood
v. Guilford Cnty., 355 N.C. 161, 166 (2002)).
ANALYSIS
33. 	In its Motion to Dismiss, Defendants seek dismissal of Greentouch’s
claims for conversion, defamation, tortious interference with existing contract,

tortious interference with prospective economic advantage, UDTP, and punitive
damages. Greentouch’s remaining claims are unaffected by the Motion to Dismiss.
A. 	Conversion
34. 	“There are, in effect, two essential elements of a conversion claim:
ownership in the plaintiff and wrongful possession or conversion by the defendant.”
Variety Wholesalers, Inc. v. Sale Logistics Traffic Servs., LLC, 365 N.C. 520, 523
(2012) (citation omitted). “In cases where the defendant comes into possession of the
plaintiff’s property lawfully, the plaintiff must show that it made a demand for the
return of the property that was refused by the defendant.” 	Morris Int’l v. Packer,
2021 NCBC LEXIS 99, at *27 (N.C. Super. Ct. Nov. 2, 2021) (citing Hoch v. Young,
63 N.C. App. 480, 483 (1983)).
35. 	Greentouch’s conversion claim concerns two different categories of
property: (1) property that was wrongfully declared defective and then re-sold to third
parties; and (2) the dozen or more containers of products that were shipped to Lowe’s
in May 2023. (Compl. ¶ 90.)
36. 	As 	to 	the 	first 	category, 	Greentouch 	alleges 	that 	“Lowe’s 	falsely
claim[ed] that an arbitrary and excessive number of Greentouch[’s] . . . products were
‘defective’ and us[ed] those arbitrary and unfounded assertions to dispose of and avoid
paying Greentouch . . . for products delivered to Lowe’s.” (Compl. ¶ 32.) Greentouch
further asserts that Lowe’s resold Greentouch’s products to third parties after taking
a full credit for them and declaring them “defective.”

37. 	Greentouch contends that because the parties never agreed that “Lowe’s
had unfettered discretion to declare non-defective goods defective,” (Compl. ¶ 36),
Greentouch has “an immediate and superior right to possess such goods.” (Compl. ¶
91.)
38. 	As to the second category of property, Greentouch alleges that “more
than a dozen ship freight containers of products were sent to Lowe’s in May 2023 in
expectation of receiving a large six-figure sum in payments, but, instead of Lowe’s
paying for these goods, Lowe’s accepted them, never paid Greentouch . . . anything
for them, and never even explained why Lowe’s was refusing to pay anything for these
goods.” (Compl. ¶ 23.)
39. 	In 	their 	Motion 	to 	Dismiss, 	Defendants 	argue 	that—based 	on
Greentouch’s allegations in the Complaint—the conversion claim is based entirely
upon matters within the scope of the parties’ contract—that is, the failure of Lowe’s
to 	pay 	Greentouch 	for 	products 	provided 	under 	the 	contract 	and 	to 	honor
Greentouch’s contractual right of first refusal. 	For this reason, Defendants contend,
the conversion claim must be dismissed under North Carolina’s economic loss rule.
40. 	“The 	economic 	loss 	rule, 	as 	it 	has 	developed 	in 	North 	Carolina,
generally bars recovery in tort for damages arising out of a breach of contract[.]”
Rountree 	v. 	Chowan 	Cnty., 	252 	N.C. 	App. 	155, 	159 	(2017). 	This 	Court 	has
summarized the rule as follows:
The economic loss rule “denote[s] limitations on the recovery in tort
when a contract exists between the parties that defines the standard of
conduct 	and 	which 	the 	courts 	believe 	should 	set 	the 	measure 	of
recovery.” 	Akzo Nobel Coatings, Inc. v. Rogers, 2011 NCBC LEXIS 42,

at *47–48 (N.C. Super. Ct. Nov. 3, 2011). This rule exists because “the
open-ended nature of tort damages should not distort bargained-for
contractual terms.” Artistic S., Inc. v. Lund, 2015 NCBC LEXIS 113, at
*25 (N.C. Super. Ct. Dec. 9, 2015).
USConnect, LLC v. Sprout Retail, Inc., 2017 NCBC LEXIS 37, *13–14 (N.C. Super.
Ct. Apr. 21, 2017).
41. 	This Court has recognized that “[w]hen one party to a contract claims
that another party to the contract has wrongfully taken possession of property that
is the subject of the contract, the appropriate claim is for breach of contract, not
conversion.” Howard v. IOMAXIS, LLC, 2023 NCBC LEXIS 159, at *74 (N.C. Super.
Ct. Nov. 29, 2023); see also Window Gang Ventures, Corps. v. Salinas, 2019 NCBC
LEXIS 24, at *53–54 (N.C. Super. Ct. Apr. 2, 2019) (dismissing claim for conversion
where plaintiff failed to plead a duty independent of the contract); Planet Earth TV,
LLC v. Level 3 Commc’ns, LLC, No. 1:17-cv-00090-MR-DLH, 2018 U.S. Dist. LEXIS
129920, at *5–6 (W.D.N.C. Aug. 2, 2018) (dismissing a claim for conversion under the
economic loss rule); Legacy Data Access, Inc. v. Cadrillion, LLC, 889 F.3d 158, 167
(4th Cir. 2018) (reversing a jury verdict for the plaintiff on a claim of conversion based
on the economic loss rule).
42. 	However, we have also held that the economic loss rule does not apply
where the plaintiff “identif[ies] a duty separate and distinct from [the] contractual
obligations.” Forest2Market, Inc. v. Arcogent, Inc., 2016 NCBC LEXIS 3, at *8 (N.C.
Super. Ct. Jan. 5, 2016); see also Artistic S., Inc., 2015 NCBC LEXIS 113, at *23; Akzo
Nobel Coatings, Inc., 2011 NCBC LEXIS 42, at *48.

43. 	Here, although the bulk of Greentouch’s allegations in the Complaint
are premised on the notion that a legally effective contract existed between the
parties, Greentouch has also pled in the alternative a claim for quasi-contract and for
equitable relief under a theory of unjust enrichment. (Compl. ¶¶ 17–18, 20–21).
44. 	Moreover, because the contract is not attached to the Complaint, the
Court is unable to resolve at the pleadings stage the parties’ competing arguments
regarding the extent to which the allegations supporting Greentouch’s conversion
claim are—or are not—fully capable of being redressed through its breach of contract
claim.
45. 	Given the limited information before the Court at this early stage of the
action, the Court concludes that the dismissal of Greentouch’s conversion claim under
the economic loss doctrine would be premature. See, e.g., Club Car, Inc. v. Dow Chem.
Co., 2007 NCBC LEXIS 10, at *28–31 (N.C. Super. Ct. May 3, 2007) (deferring
application of the economic loss rule where it was “unclear whether [plaintiff] ha[d]
a contractual remedy” because “[defendant] ha[d] yet to answer the allegations of the
[c]omplaint, and its brief in support of its motion to dismiss [was] cryptic as to the
scope of” the purported contract); see also McManus v. GMRI, Inc., No. 3:12-CV-009-
DCK, 2012 U.S. Dist. LEXIS 92094, at *22–24 (W.D.N.C. July 3, 2012) (denying a
motion to dismiss a conversion claim under the economic loss rule as “premature”
even though “it appear[ed] the property that was allegedly converted was the subject
of the contract”).

46. 	Therefore, 	Defendants’ 	Motion 	to 	Dismiss 	is 	DENIED 	as 	to
Greentouch’s conversion claim without prejudice to Defendants’ ability to reassert its
argument under the economic loss rule at a later stage of this case.
B. 	Defamation
47. 	“In order to recover for defamation, a plaintiff must allege and prove
that the defendant made false, defamatory statements of or concerning the plaintiff,
which were published to a third person, causing injury to the plaintiff’s reputation.”
Taube v. Hooper, 270 N.C. App. 604, 608 (2020) (citations omitted).
48. 	Defamation claims must be pled “‘substantially’ in haec verba, or with
sufficient particularity to enable the court to determine whether the statement was
defamatory.” Stutts v. Duke Power Co., 47 N.C. App. 76, 84 (1980). This heightened
pleading standard generally requires the plaintiff to allege “who said what to whom,
as well as when and where the defamatory statements were made.” Addison Whitney,
LLC v. Cashion, 2017 NCBC LEXIS 111, at *15 (quoting Gosnell v. Reid, No.
5:14CV179-RLV, 2015 U.S. Dist. LEXIS 96878, at *21 (W.D.N.C. July 24, 2015), aff’d
by Gosnell v. Catawba Cnty., 646 F. App’x 318 (4th Cir. 2016)); see also Izydore v.
Alade, 242 N.C. App. 434, 446 (2015) (affirming dismissal of a defamation claim as
lacking any “degree of specificity 	. . . either specifically or in substance” when the
only allegation provided that “[the defendant] made false and defamatory statements
concerning [the plaintiff] . . . thereby depriving [him] of his good name and
reputation”).

49. 	Here, the bulk of Greentouch’s allegations fail to specifically identify the
person making the allegedly defamatory statement. 	For example, Greentouch’s
allegations relating to the May 2023 communication to Armstrong and Lapierre at
RONA and the May 2023 communication to Hood at LGSI are merely attributed to
unnamed “LGSI executives.” (Compl. ¶¶ 84–86.)
50. 	Such allegations fail to satisfy North Carolina’s heightened pleading
standards for defamation claims. 	See, e.g., Higgins v. Synergy Coverage Sols., LLC.
2020 NCBC LEXIS 6, at *74–78 (N.C. Super. Ct. Jan. 15, 2020) (concluding that a
plaintiff’s allegations that their former “supervisor” made the defamatory statements
“lack[ed] [] specificity” because they failed to particularly “identif[y] the maker . . . of
the allegedly defamatory statements”); Addison Whitney, LLC, 2017 NCBC LEXIS
111, at *33–34 (concluding that allegations of defamatory conduct by the defendant’s
“agents or employees” was “facially inadequate . . . [and] lack[ed] meaningful
particularity”); Wynn v. Tyrrell Cnty. Bd. of Educ., No. COA16-1130, 2017 N.C. App.
LEXIS 358, at *8–9, (May 16, 2017) (unpublished) (affirming dismissal where the
complaint failed to particularly “identify which members of the [county board of
education] made the allegedly defamatory statements”).
51. 	Only 	one 	of 	Greentouch’s 	allegations 	identifies 	the 	speaker 	with
sufficient particularity. Greentouch alleges that “Danny Chen, a[n] HK Greentouch
manager, reported that Angela Wang, the Director of Asia Sourcing for LGSI in
Shanghai, made false statements to Hood about the financial condition of HK
Greentouch and Greentouch USA.” (Compl. ¶ 86.)

52. 	Although this allegation specifically identifies the speaker (Angela
Wang), it is nevertheless deficient because it fails to describe the allegedly false
statements themselves with sufficient particularity. 	Instead, it merely asserts that
Wang made false statements regarding Greentouch’s “financial condition”—a broad
topic 	that 	could 	conceivably 	encompass 	both 	defamatory 	and 	non-defamatory
statements. See, e.g., Jackson v. Mecklenburg Cnty., No. 3:07-cv-218, 2008 U.S. Dist.
LEXIS 104410, at *17 (W.D.N.C. July 30, 2008) (dismissing a claim for defamation
where the plaintiff simply alleged broad categories of conduct including “allegations
. . . regarding [p]laintiff’s supposed disloyalty and/or violations of [c]ounty policy”);
Wynn, 2017 N.C. App. LEXIS 358, at *8 (affirming dismissal of a defamation claim
where the complaint only alleged “the gist of the statements” and was “devoid of
further relevant factual enhancement”); McKee v. James, 2013 NCBC LEXIS 33, at
*29 	(N.C. 	Super. 	Ct. 	July 	24, 	2013) 	(dismissing 	a 	claim 	for 	defamation 	as
insufficiently particular where the plaintiff asserted that “[defendants] made oral and
written statements to persons in the [plaintiff’s] industry that were false and
derogatory”).
53. 	In its response brief, Greentouch argues that a contextual reading of
paragraph 86 of the Complaint shows that the allegations as to Wang were, in fact,
sufficiently specific as to the nature of the statement made about Greentouch’s
financial condition. The Court disagrees.
54. 	Paragraph 86 reads as follows:
On another occasion that occurred in or about May of 2023, an LGSI
executive made false statements to Philip Hood [] of Home Insights, in

High Point, North Carolina, that the Greentouch entities were in
bankruptcy and could not fulfill their financial commitments. 	Lowe’s
negative statements caused Home Insights to curtail the scope of its
business with Greentouch USA and HK Greentouch, which deprived
those entities of millions of dollars’ worth of sales of Greentouch USA’s
and HK Greentouch products to Home Insights. At about the same time,
Danny Chen, a[n] HK Greentouch manager, reported that Angela Wang,
the 	Director 	of 	Asia 	Sourcing 	for 	LGSI 	in 	Shanghai, 	made 	false
statements to Hood about the financial condition of HK Greentouch and
Greentouch USA.
(Compl. ¶ 86.) (emphasis added)
55. 	Contrary to Greentouch’s argument, the only logical reading of this
paragraph is that the speaker of the statement in the first sentence of paragraph 86
about Greentouch being in bankruptcy and unable to fulfill its financial commitments
was someone other than Wang. If Greentouch had intended to identify Wang as the
person who made that specific statement, the Complaint would not have instead
attributed the 	statement 	to 	an 	unidentified “LGSI executive.” 	Moreover, 	the
inclusion of the phrase “[a]t about the same time,” which separates the specific
statement attributed to the unidentified LGSI executive and the general statements
attributed 	to 	Wang, 	likewise 	indicates 	that 	two 	separate 	speakers 	are 	being
referenced in paragraph 86.
56. 	Therefore, the Motion to Dismiss is GRANTED as to Greentouch’s
defamation claim,4 and that claim is DISMISSED without prejudice.5
4 Because the Court concludes that Greentouch’s defamation claim fails to satisfy North
Carolina’s heightened pleading standards, the Court need not—and does not—address
Defendants’ 	argument 	that 	Lowe’s 	cannot 	be 	held 	vicariously 	liable 	for 	defamatory
statements made by LGSI executives or employees.
5 “The decision to dismiss an action with or without prejudice is in the discretion of the trial
court[.]” First Fed. Bank v. Alridge, 230 N.C. App. 187, 191 (2013).

C. 	Tortious Interference with Existing Contract
57. 	Our Supreme Court has articulated the following elements of a tortious
interference with existing contract claim:
(1) a valid contract between the plaintiff and a third person which
confers upon the plaintiff a contractual right against a third person; (2)
the defendant knows of the contract; (3) the defendant intentionally
induces the third person not to perform the contract; (4) and in doing so
acts without justification; (5) resulting in actual damage to plaintiff.
United Labs., Inc. v. Kuykendall, 322 N.C. 643, 661 (1988).
58. 	In support of this claim, Greentouch alleges that “Greentouch USA had
a valid services contract with Home Insights. 	Lowe’s and LGSI were aware of this
contract and intentionally induced and caused Home Insights to repudiate the
agreement with the specific intent of injuring Greentouch USA.” 	(Compl. ¶ 65.)
Specifically, Greentouch contends that “LGSI, acting on behalf of Lowe’s, directed
Home 	Insights, 	LLC 	[] 	and 	its 	affiliate, 	Starwood 	Furniture 	(MFG) 	Vietnam
Corporation, to not honor a services agreement with Greentouch USA, thereby
depriving Greentouch USA of substantial fees it would have earned pursuant to that
agreement.” 	(Compl. ¶ 39.) 	Additionally, the Complaint alleges that “Lowe’s,
through its agents at LGSI, repeatedly ma[de] statements to Home Insights, its
affiliates, and RONA, outrageously claiming that Greentouch USA was no longer a
viable business, was bankrupt, had ceased operations, and/or was incapable of
supplying its products at sufficient volumes or providing honest and trustworthy
services.” (Compl. ¶ 40.)
59. 	Defendants first argue that Greentouch’s tortious interference with
existing contract claim fails because it lacks specificity. 	Defendants note that the

Complaint does not describe the services agreement with Home Insights, how Home
Insights breached its agreement with Greentouch, or how Defendants could have
“directed” Home Insights to do so.
60. 	Although admittedly the allegations in the Complaint are not a model
of specificity, claims of tortious interference with existing contract are not held to a
heightened pleading standard but rather must only satisfy the relatively low bar of
notice pleading. 	See Embree Constr. Grp., Inc. v. Rafcor, Inc., 330 N.C. 487, 550
(1992) (holding that “under the liberal concept of notice pleading” a plaintiff only need
“give sufficient notice of the events on which the claim is based to enable defendants
to respond and prepare for trial and are sufficient to satisfy the substantive elements
of the claim of tortious interference with contract”).
61. 	Read in the light most favorable to Greentouch, the Complaint alleges
that Greentouch had an existing contract with Home Insights, Defendants knew
about the contract, and Defendants made disparaging comments about Greentouch
to Home Insights for the purpose of inducing Home Insights to terminate its contract
with Greentouch. 	These allegations contain the necessary elements of a tortious
interference with existing contract claim.
62. 	Defendants’ second argument is that Greentouch has failed to allege a
lack of justification on the part of Defendants with regard to the conduct at issue.
63. 	This 	Court 	has 	previously 	stated 	the 	following 	regarding 	the
justification element of a tortious interference with existing contract claim:
“A motion to dismiss a claim of tortious interference is properly granted
where the complaint shows the interference was justified[.]” Pinewood

Homes, Inc. v. Harris, 184 N.C. App. 597, 605 (2007) (citing Peoples Sec.
Life Ins. Co. v. Hooks, 322 N.C. 216, 220 (1988)). 	“The interference is
‘without justification’ if the defendants’ motives . . . were ‘not reasonably
related 	to 	the 	protection 	of 	a 	legitimate 	business 	interest’ of 	the
defendant.” 	Privette v. Univ. of N.C. at Chapel Hill, 96 N.C. App. 124,
134 (1989) (quoting Smith v. Ford Motor Co., 289 N.C. 71, 94 (1976)).
Avadim Health, Inc. v. Harkey, 2021 NCBC LEXIS 104, at *18 (N.C. Super. Ct. Nov.
30, 2021).
64. 	In order for a tortious interference claim to survive, “a plaintiff must
plead legal malice, which is just another way of saying the intentional doing of the
harmful act without justification.” 	Lunsford v. ViaOne Servs., LLC, 2020 NCBC
LEXIS 111, at *14 (N.C. Super. Ct. Sept. 28, 2020) (cleaned up).
65. 	Defendants assert that Greentouch’s own allegations in the Complaint
show a facially legitimate business justification—that is, the desire of Lowe’s to
replace Greentouch with lower-cost vendors.
66. 	However, 	Defendants’ 	argument 	ignores 	the 	following 	additional
allegations in the Complaint:
Lowe’s motive for interfering with Greentouch USA’s contracts and
prospective contracts with third-parties and for defaming Greentouch
USA and HK Greentouch in the marketplace was clear. 	Through its
contractual 	relationship 	with 	the 	Greentouch 	entities, 	Lowe’s 	had
gained access to Greentouch USA’s and HK Greentouch’s designs,
manufacturing processes, supply contacts and suppliers, and know-how
(all of which Lowe’s lauded as best-in-class in terms of design and
packaging), 	and, 	having 	gained 	that 	access 	and 	obtained 	that
knowledge, 	Lowe’s 	intended 	to 	eliminate 	HK 	Greentouch 	and
Greentouch USA and replace them with lower-cost vendors who would
charge Lowe’s less and who paid nothing to develop the know-how and
expertise Lowe’s had accessed and obtained by means of its business
relationships with the Greentouch entities.
. . .

By the time these statements were made, Lowe’s and LGSI had access
to Greentouch USA’s and HK Greentouch’s design and manufacturing
know-how. 	Lowe’s and LGSI’s objective in undermining Greentouch
(i.e., its motive) was to impair these entities’ ability to perform on its
contract 	with 	Lowe’s, 	so 	that 	Lowe’s 	could 	then 	take 	over 	the
manufacture and sale of such products (or source them from lower-cost
vendors 	by 	giving 	them 	the 	know-how 	Lowe’s 	obtained 	from 	the
Greentouch entities) without having to compensate Greentouch.
(Compl. ¶¶ 41, 82.)
67. 	Greentouch further alleges that “Defendants’ intentional and malicious
business practices were designed and intended to destroy HK Greentouch and
Greentouch USA[.]” 	(Compl. ¶ 44.) 	In furtherance of their “evident and malicious
effort 	to 	destroy 	Greentouch 	USA’s 	and 	HK 	Greentouch’s 	businesses 	and
reputations[,]” 	Defendants 	began 	“deliberately 	and 	intentionally 	disparaging
Greentouch USA and HK Greentouch in the marketplace, and interfering with
Greentouch 	USA’s 	existing 	and 	expected 	contractual 	relationships 	with 	third
parties[.]” (Compl. ¶ 38.)
68. 	The Court notes that similar allegations have been deemed by this Court
to be sufficient to overcome a motion to dismiss a tortious interference claim. 	See,
e.g., Sandhills Home Care, L.L.C. v. Companion Home Care – Unimed, Inc., 2016
NCBC LEXIS 61, at *56–57 (N.C. Super. Ct. Aug. 1, 2016) (denying a motion to
dismiss where the plaintiff alleged that the defendants’ interference was “‘without
justification’ in a ‘malicious and blatant attempt to destroy plaintiff’s business’”;
stating that “[p]laintiff’s allegation of a specific plan or scheme to destroy [p]laintiff’s
business goes beyond reasonable competitive behavior”); Vanfleet v. City of Hickory,
2020 NCBC LEXIS 40, at *4–5, 11–12 (N.C. Super. Ct. Mar. 30, 2020) (denying a

motion to dismiss based on the plaintiff’s allegation that the defendants “conspire[ed]
to destroy [its] business” and “damage [its] reputation”).
69. 	Although it remains to be seen whether Greentouch’s theory will be
borne out by discovery, the Court is satisfied that these allegations are legally
adequate at the pleadings stage.
70. 	Therefore, 	Defendants’ 	Motion 	to 	Dismiss 	is 	DENIED 	as 	to
Greentouch’s tortious interference with existing contract claim.
D. 	Tortious Interference with Prospective Economic Advantage
71. 	“An 	action 	for 	tortious 	interference 	with 	prospective 	economic
advantage is based on conduct by the defendant[] which prevents the plaintiff[] from
entering into a contract with a third party.” Walker v. Sloan, 137 N.C. App. 387, 392–
93 (2000) (citing Owens v. Pepsi Cola Bottling Co., 330 N.C. 666, 680 (1992)). In order
to state such a claim, “the plaintiff must allege facts to show that the defendant acted
without justification in inducing a third party to refrain from entering into a contract
with them which contract would have ensued but for the interference.” 	Radcliffe v.
Avenel Homeowners Ass’n, 248 N.C. App. 541, 567 (2016) (cleaned up). Our Supreme
Court has made clear that a plaintiff “must produce evidence that a contract would
have resulted but for a defendant’s malicious intervention;” the mere expectation of
an ongoing business relationship is insufficient. Beverage Sys. of the Carolinas, LLC
v. Associated Bev. Repair, LLC, 368 N.C. 693, 701 (2016) (citing Dalton v. Camp, 353
N.C. 647, 655 (2001)).

72. 	In support of its claim, Greentouch alleges that: “Lowe’s and LGSI were
aware of Greentouch USA’s efforts to enter into a supplier relationship with RONA
and maliciously induced and caused RONA not to enter into a supplier agreement
with Greentouch USA.” (Compl. ¶ 68.) The Complaint further states that “[b]ut for
Lowe’s and LGSI’s wrongful disparagement of Greentouch USA to RONA, RONA
would have entered into a supplier relationship with Greentouch USA for the supply
of 	millions 	of 	dollars 	of 	bathroom 	vanities 	and/or 	fireplaces 	that 	would 	have
substantially benefitted Greentouch USA.” (Compl. ¶ 67.)
73. 	Defendants argue that other allegations in the Complaint suggest that
Greentouch was merely excluded from a process that could (but not necessarily
would) have resulted in a contract with RONA, which is insufficient to state a valid
claim for tortious interference with prospective economic advantage. 	However, the
concludes that Greentouch’s allegations on this issue are enough to overcome
Defendants’ Rule 12(b)(6) motion.
74. 	Therefore, the 	Motion to Dismiss is DENIED as to Greentouch’s
tortious interference with prospective economic advantage claim.
E. 	UDTP
75. 	“To prevail on a claim of unfair and deceptive trade practices a plaintiff
must show (1) an unfair or deceptive act or practice, or an unfair method of
competition, (2) in or affecting commerce, (3) which proximately caused actual injury
to the plaintiff or to his business.” 	Spartan Leasing Inc. v. Pollard, 101 N.C. App.
450, 460–61 (1991).

76. 	Defendants make two arguments as to why Greentouch’s UDTP claim
should be dismissed. 	First, Defendants assert that Greentouch’s allegations in
support of its UDTP claim are merely duplicative of the allegations pled in support of
its breach of contract claim and therefore do not rise to the level of a UDTP claim.
Second, Defendants argue that to the extent that the UDTP claim is based on
deceptive conduct, it is necessarily grounded in fraud but fails to satisfy the
heightened pleading standard for fraud claims under Rule 9(b) of the North Carolina
Rules of Civil Procedure.
77. 	However, the Court need not address these arguments because the
continued viability of Greentouch’s tortious interference claims—without more—is
sufficient to allow Greentouch to proceed on a UDTP claim. See, e.g., S. Fastening
Sys. v. Grabber Constr. Prods., 2015 NCBC LEXIS 42, at *28–29 (N.C. Super. Ct. Apr.
28, 2016) (noting that “our courts have long recognized that claims for . . . tortious
interference with contract may form the basis of a UDTP claim”); Bldg. Ctr., Inc. v.
Lumber Inc., 2016 NCBC LEXIS 79, at *30 (N.C. Super. Ct. Oct. 21, 2016) (holding
that a validly pled tortious interference claim also “allege[s] sufficient facts for [a]
UDTP claim to survive”); see also Truist Fin. Corp. v. Rocco, 2024 NCBC LEXIS 62,
at *97–99 (N.C. Super. Ct. Apr. 25, 2024) (holding that a sufficiently pled claim for
tortious interference is an “independent reason at [the motion to dismiss] stage of the
litigation” to sustain a UDTP claim).

78. 	Since the Court has determined that Greentouch is entitled to proceed
with its tortious interference claims against Defendants, its UDTP claim can likewise
go forward.6
79. 	Therefore, the Motion to Dismiss is DENIED as to Greentouch’s UDTP
claim.
F. 	Punitive Damages
80. 	Finally, 	Defendants 	assert 	that 	Greentouch’s 	claim 	for 	punitive
damages should be dismissed.
81. 	“North Carolina courts have repeatedly held that ‘a claim for punitive
damages is not a stand-alone claim.’” 	Aldridge v. Metro. Life Ins. Co., 2019 NCBC
LEXIS 116, at *146 (N.C. Super. Ct. Dec. 31, 2019) (cleaned up). 	Rather, punitive
damages are an appropriate remedy “to punish a defendant for egregiously wrongful
acts and to deter the defendant and others from committing similar wrongful acts.”
N.C.G.S. § 1D-1.
82. 	Therefore, to the extent that Greentouch intended to assert a standalone
claim for punitive damages, Defendants’ Motion to Dismiss is GRANTED but
without prejudice to Greentouch’s ability to seek punitive damages at a later stage of
this litigation as a remedy to the extent it is entitled to do so under applicable law.
6 As a result, the Court need not—and does not—address whether Greentouch’s allegations
of deceptive conduct would independently be sufficient to support a UDTP claim.

CONCLUSION
THEREFORE, IT IS ORDERED as follows:
1. 	Defendants’ Motion to Dismiss is GRANTED as to Greentouch’s claim for
defamation, and that claim is DISMISSED without prejudice.
2. 	Defendants’ Motion to Dismiss is GRANTED as to Greentouch’s claim for
punitive damages without prejudice to Greentouch’s ability to seek punitive
damages as a remedy at a later stage of this litigation to the extent permitted
by applicable law.
3. 	In all other respects, the Motion to Dismiss is DENIED.
SO ORDERED, this the 2nd day of October, 2024.
/s/ Mark A. Davis
Mark A. Davis
Special Superior Court Judge
for Complex Business Cases