govinfo:USCOURTS-ncwd-1_23-cv-00325-2

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THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NORTH CAROLINA
ASHEVILLE DIVISION
CIVIL CASE NO. 1:23-cv-00325-MR-WCM

G.P. SULLINS LAND COMPANY, LLC, )
)
Plaintiff, )
) MEMORANDUM OF
vs. ) DECISION AND ORDER
)
GPS QRTZ CORP. a/k/a GPS )
QUARTZ CORP., FRANK SALVATI, )
and BLAIR KRUEGER, )
)
Defendants, )
)
and )
)
GPS QRTZ CORP. and SAGEGATE )
CORPORATION, )
)
Counterclaim Plaintiffs, )
)
vs. )
)
G.P. SULLINS LAND COMPANY, LLC, )
et al., )
)
Counterclaim Defendants. )
________________________________ )

THIS MATTER is before the Court on Plaintiff and Counter claim
Defendant G.P. Sullins Land Company, LLC’s Motion to Dismiss Amended
Counterclaims [Doc. 100], Alternative Motion for Partial Summary Judgment
on Certain Amended Counterclaims [Doc. 101], and Motion for Partial

Summary Judgment on Declaratory Judgment Claim [Doc. 102] ; Certain
Counterclaim Defendants’ Motion to Dismiss First Amended Counterclaims
[Doc. 116]; and the Estate of Ralph Alexander Dickson, III’s Motion to
Dismiss First Amended Counterclaims [Doc. 119].
I. PROCEDURAL HISTORY
This litigation arises from a business dispute regarding ownership
interest in the Plaintiff, G.P. Sullins Land Company (“Sullins”), which controls
approximately 225 acres of highly valuable quartz sand mining property in
Mitchell County, North Carolina. The Counterclaim Plaintiffs GPS Quartz
Corp. (“GPS”) and Sagegate Corporation (“Sagegate”) are corporations that
assert a right to ownership of Sullins pursuant to an alleged Acquisition
Agreement with the Counterclaim Defendants . The Counterclaim
Defendants, who assert that no such enforceable agreement exists, are
Sullins and the forty-nine owners of Sullins: Wenda S. Moore; Gerald G.
Sullins; Richard T. Sullins; Janice Dickson Mercer; Laura Poppe, Trustee of
the Myra D. Myers Family Trust; Cynthia S. Byrd; Gloria S. Hollifield; Rhonda
D. Schleider; Dorothy Anne Bayliss; Robert D. Bayliss; Mary Crawford;
Michael Thomas; Constance D. Dodd; Deborah L. Parish; Paige Powell; Ray
Richard Taylor; Richard R. Taylor; Robert S. Taylor; John K. Taylor; Phyliss
A. Anderson; Brandon Moss; Martha Bradshaw; Sylvia Greer; Mary B.

Joyner; Richard Payne; Daniel Teeter; John Teeter; Kathryn Teeter; Robert
Teeter; Daniel Teeter and Robert Teeter, as personal representatives of the
Estate of Thomas Teeter; Cynthia L. Shaffer; Michele S. Kriezel; Betty Hall;
Arthur Herman Bailey, Jr.; Daniel M. Pyane; Amy B. Gray; Joe Denly; Angela
Grogan; Sherri Kimbrow; Benjie Ray; Michael T. Ray; Tiffany Vilar; Carlette
W. McCoy; Melanie Paulin; Darryl Sims; Blake Denly; Carl Watts; Ann W.
Dickson, Executrix of the Estate of Ralph Alexander Dickson, III; and the
Estate of Garret Randolph Moss (collectively, the “Members” of Sullins).
On August 16, 2023, Sullins initiated this action by filing a Complaint
in the Superior Court for Mitchell County, North Carolina, asserting a single
cause of action for a dec laratory judgment regarding various aspects of the
contractual relationship between Sullins and GPS, Frank Salvati, and Blair
Krueger (“Defendants”). [Doc. 1-3]. On September 5, 2023, Sullins filed an
Amended Complaint asserting an additional cause of action under N.C. Gen.
Stat. § 78A-1 for violations of the North Carolina Securities Act. [Doc. 1-11].
On November 9, 2023, the Defendants timely filed Notice of Removal to this
Court. [Doc. 1]. On January 12, 2024, the Defendants moved to dismiss the
Plaintiff’s Amended Complaint. [Doc. 16]. On November 5, 2024, the Court
denied the Defendants’ motion except as to the Sullins’s claim for fraud
under N.C. Gen. Stat. § 78A-8(1) and (3). [Doc. 28]. The Defendants filed

an Answer , with counterclaims asserted by GPS and Sagegate, on
December 3, 2024.1 [Doc. 30].
On September 5, 2025, GPS and Sagegate filed Amended
Counterclaims. [Doc. 87]. On October 17, 2025 , Sullins filed a motion to
dismiss all of the counterclaims, as well as an alternative summary judgment
motion regarding four of the counterclaims, and a partial summary judgment
motion regarding Sullins’s declaratory judgment claim. [Docs. 100, 101,
102]. On November 25, 2025, “Certain Counterclaim Defendants”—namely,
all the Members except for the Estates of Ralph Alexander Dickson, III and
Garret Randolph Moss —filed a motion to dismiss all the counterclaims
against them. 2 [Doc. 116]. On December 8, 2025, the Estate of Ralph
Alexander Dickson, III filed a motion to dismiss all the claims against it. [Doc.
119]. All four motions regarding the Amended Counterclaims, as well as
Sullins’s motion regarding its declaratory judgment claim, have been fully
briefed. [Docs. 103, 112, 115, 117, 120, 122, 124, 125, 127]. Accordingly,
these motions are ripe for disposition.

1 The Magistrate Judge previously granted joinder of Sagegate as a Counterclaim Plaintiff
and the Members of Sullins as Counterclaim Defendants. [Doc. 35].

2 On October 14, 2025, the Counterclaim Plaintiffs filed an Affidavit of Service on the
Estate of Garret Randolph Moss, but the Estate has not yet made an appearance in this
matter. [Doc. 97]. No motion concerning the Counterclaim Plaintiffs’ individual c laims
against the Estate of Garret Randolph Moss is currently pending before this Court.

II. STANDARD OF REVIEW
A. Motion to Dismiss Standard
To survive a motion to dismiss pursuant to Rule 12(b)(6), “a complaint
must contain sufficient factual matter, accepted as true, to ‘state a claim to
relief that is plausible on its face.’” Ashcroft v. Iqbal , 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570 (2007)). To
be “plausible on its face,” a plaintiff must demonstrate “more than a sheer
possibility that a defendant has acted unlawfully.” Id. In reviewing a
complaint, the Court must accept the truthfulness of all factual allegations
but is not required to assume the truth of “bare legal conclusions.” Aziz v.
Alcolac, Inc. , 658 F.3d 388, 391 (4th Cir. 2011). Determining whether a
complaint states a plausible claim for relief is “a context-specific task,” Iqbal,
556 U.S. at 679, which requires assessing whether the factual allegations of
the Complaint are sufficient “to raise a right to relief above the speculative
level,” Twombly, 550 U.S. at 555. As the Fourth Circuit has explained:
To satisfy this standard a plaintiff need not forecast
evidence sufficient to prove the elements of the
claim. However, the complaint must allege sufficient
facts to establish those elements. Thus, while a
plaintiff does not need to demonstrate in a complaint
that the right to relief is probable, the complaint must
advance the plaintiff’s claim across the line from
conceivable to plausible.

Walters, 684 F.3d at 439 (citations and internal quotation marks omitted).

B. Summary Judgment Standard
Summary judgment is appropriate if “the movant shows that there is no
genuine dispute as to any material fact and the movant is entitled to judgment
as a matter of law.” Fed. R. Civ. P. 56(a). “Facts are material when they
might affect the outcome of the case, and a genuine issue exists when the
evidence would allow a reasonable jury to return a verdict for the nonmoving
party.” Ballengee v. CBS Broad., Inc. , 968 F.3d 344, 349 (4th Cir. 2020)
(quoting News & Observer Publ’g Co. v. Raleigh-Durham Airport Auth., 597
F.3d 570, 576 (4th Cir. 2010)). When ruling on a motion for summary
judgment, the Court does not “weigh the evidence or make credibility
determinations.” Jacobs v. N.C. Admin. Off. of the Cts., 780 F.3d 562, 568-
69 (4th Cir. 2015). The Court must view the pleadings and materials
presented in the “light most favorable” to the nonmovant and must “draw all
reasonable inferences ” in the nonmovant’s favor. Adams v. UNC
Wilmington, 640 F.3d 550, 556 (4th Cir. 2011). “Regardless of whether he
may ultimately be responsible for proof and persuasion, the party seeking
summary judgment bears an initial burden of demonstrating the absence of
a genuine issue of material fact.” Bouchat, 346 F.3d at 522. If this showing
is made, the burden then shifts to the nonmoving party , who must convince
the Court that a triable issue does exist. Id.

III. FACTUAL BACKGROUND
Taking the well-pled factual allegations in the Amended Counterclaims
as true for the purpose of evaluating the Counterclaim Plaintiffs’ motion to
dismiss, the following is a recitation of the relevant facts.
In the 1890s, Guilford Perry Sullins acquired hundreds of acres of land
in North Carolina. [Doc. 87 at ¶ 26]. For over a century, divided interests in
that land were passed down through successive generations of Guilford
Perry Sullins’s descendants. [Id. at ¶ 27]. In 2012, the heirs formed a limited
liability company to consolidate their individual property interests. [ Id. at
¶ 31]. That consolidation resulted in the forty-nine Members owning interests
in Sullins according to their prior respective property interests, and in Sullins
owning an undivided interest in approximately 225 acres of undeveloped
land (the “Mining Property”) in Mitchell County, North Carolina that is
believed to contain significant deposits of high purity quart z. [Id. at ¶¶ 11-
12, 31-32]. High purity quartz is a rare mineral used in solar panels,
semiconductor chips, and microprocessors . [Id. at ¶ 18]. Over 80% of the
world’s supply of high purity quartz is produced at two properties adjacent to
the Mining Property, and the Mining Property is believed to be worth more
than $100 million. [Id. at ¶¶ 12, 18, 33-35].

In March 2022, Frank Salvati and Blair Krueger, Canadian investors
with backgrounds in the mining industry, met with representatives of Sullins
to discuss their interest in the mining property and the possibility of
purchasing the property or creating a joint venture with Sullins. [Id. at ¶¶ 13-
16, 21-22, 24-25, 37-39]. In May 2022, Krueger visited the Mining Property,
and in June 2022, Sullins representatives joined Salvati and Krueger at a
mineral exploration and mining convention in Canada and met with Salvati
and Krueger’s global mining contacts. [ Id. at ¶¶ 41-43]. At the time, Ralph
Dickson, one of Sullins’s representatives, told Krueger that the listing price
for the outright sale of the Mining Property was $40 million. [Id. at ¶¶ 44-45].
On June 28, 2022, Salvati and Krueger met with Sullins
representatives to propose a deal for the Mining Property, and the Sullins
representatives invited Salvati and Krueger to a Jul y 2022 meeting in Las
Vegas to formally present their proposal. [ Id. at ¶¶ 47-48]. The Sullins
representatives told Salvati and Krueger that there would be a “quorum” at
the Las Vegas meeting and that the meeting attendees would have the
authority to enter into an agreement regarding the Mining Property on behalf
of Sullins and its Members. [Id. at ¶¶ 49-50].
In late June 2022, Sullins disclosed to Salvati and Krueger the
existence of a Right of First Refusal Agreement between Sullins and another

potential buyer. [Id. at ¶ 51]. The officers and managing members of Sullins
informed Salvati and Krueger that, in order to avoid triggering the Right of
First Refusal Agreement, any deal regarding the Mining Property would have
to be structured as an exchange of the Members’ interests in Sullins, rather
than as a sale of the Mining Property. [ Id. at ¶¶ 52-55]. As a result, Salvati
and Krueger proposed a deal structured in accordance with those terms. [Id.
at ¶ 56]. The terms of the proposed deal included: ( 1) Salvati would create
a new corporation (“NewCo”) to acquire the Members’ interests in Sullins; (2)
40% of the shares of NewCo would be allocated to the Members; (3) NewCo
would raise $2 million dollars to fund the initial exploration of the property
(“Phase 1”); (4) NewCo would raise $50 million, $40 million of which would
be paid to Members (“Phase 2”); (5) NewCo would provide all intellectual
property and services needed to develop the Mining Property; and (6)
NewCo would eventually become a publicly listed company (“Phase 3”). [Id.
at ¶¶ 58-59, 84]. On July 21, 2022, Salvati and Krueger formally proposed
the deal and presented their mining and business plans to the Sullins officers
and managing Members in attendance at the Las Vegas meeting . [ Id. at
¶¶ 64-65, 67-68].
On July 22, 2022, Dickson announced to Salvati and Krueger that “we
are doing the deal!” [Id. at ¶ 71]. Salvati and Krueger understood Dickson

to be speaking on behalf of Sullins and its Members, and none of the Sullins
Members present for the announcement indicated otherwise. [ Id. at ¶¶ 71-
72]. As a result, Salvati and Krueger understood Dickson’s announcement
to be an acceptance of the offer they had proposed the day prior , thereby
contractually binding Sullins and its Members to the terms as proposed (the
“Acquisition Agreement”). [Id. at ¶¶ 73]. Dickson further announced that he
would personally invest the full $2 million needed for Phase 1 of the business
plan, which involved exploratory drilling on the Mining Property. [Id. at ¶ 74].
Dickson and Garret Moss, two of the managing Members of Sullins, as well
as Hayden Moss, a representative of Sullins, then proceeded to shake
Salvati’s hand. [Id. at ¶ 75]. The parties celebrated the deal that evening,
and during a meeting the following morning, Sullins President and managing
Member Keith Taylor stated that he had “100% support for the deal!” [Id. at
¶¶ 77-79]. The parties never executed a written instrument reflecting the
Acquisition Agreement. [Id. at ¶ 88].
According to Salvati and Krueger, the parties thereafter conducted
business in accord with the plan discussed at the Las Vegas meeting. On
July 26, 2022 Salvati incorporated NewCo as “GPS QRTZ Corp.” to reflect
the initials of Guilford Perry Sullins, in accord with the written request of
Dickson and Garret Moss. [ Id. at 89 -90]. On August 11, 2022, Salvati,

Krueger, and Dickson, as representative of GPS, met at a bank in Charlotte
to advise the bank of the Acquisition Agreement and set up a bank account,
which Dickson executed, for GPS. [Id. at ¶¶ 98, 100]. At that time, Dickson
held himself out as Chair of GPS, and one of the bank documents noted that
Members of Sullins were a “40% shareholder group” of GPS. [ Id. at ¶ 100].
On August 13, 2022, Salvati and Krueger attended a family reunion of Sullins
Members, where they were introduced as Sullins’s “Canadian Partners.” [Id.
at ¶¶ 104-05]. At the reunion, the A cquisition Agreement was announ ced,
Salvati made a presentation, and no Members questioned or refuted the
Acquisition Agreement. [Id. at ¶¶ 105-09]. Starting on August 27, 2022, GPS
began holding weekly virtual meetings with Sullins officers to discuss
business progress and strategy. [Id. at ¶¶ 132-37]. In late September 2022,
Salvati, Krueger, and Dickson met with a n investment manager to discuss
funding Phase 2 of the business plan. [Id. at ¶¶ 111-12]. On September 29,
2022, at the request of Sullins President Keith Taylor, GPS entered into a n
oral Management Services Agreement with Sullins in order to facilitate
exploratory drilling activity. [Id. at ¶¶ 113-14, 119]. Taylor represented that
the agreement was necessary because the state drilling permits were in the
name of Sullins , not GPS . [ Id. at ¶ 114]. Pursuant to the Management
Services Agreement, Sullins began paying GPS $20,000 per month starting

in October 2022. [ Id. at ¶ 117]. Through the remainder of 2022, GPS
continued holding weekly meetings and preparing for exploratory drilling and
fundraising for Phase 2 of the business plan. [ Id. at ¶¶ 120-24]. GPS also
shared confidential information, including a highly detailed Gantt chart,3 with
Sullins Members. [Id. at ¶¶ 125-31].
GPS began exploratory drilling on the Mining Property in December
2022. [ Id. at ¶ 138]. The results of the exploratory drilling across several
months indicated that the Mining Property would be extremely profitable if
managed properly. [ Id. at ¶¶ 144-45]. The drill cores produced during this
process were initially stored in a shipping container on the Mining Property
and then moved to a location in Gastonia, North Carolina that was owned or
controlled by Dickson. [Id. at ¶ 146]. During the exploratory drilling process,
Dickson told Salvati three times that “we are sticking to the deal.” [ Id. at
¶ 148].
In March 2023, Salvati, Krueger, and six representatives of Sullins
attended a four -day mineral exploration and mining convention in Canada.
[Id. at ¶ 162]. On behalf of GPS, Salvati prepared for the convention by
facilitating business meetings and preparing an investment presentation and

3 A Gantt chart is a project management tool that visually displays a project’s component
activities and the schedule for those activities in a manner akin to a bar chart.

non-disclosure agreements. [Id. at ¶ 157-59]. Salvati also advanced money
from the Management Services Agreement to cover over $40,000 worth of
expenses for the attendance of the Sullins representatives. [ Id. at ¶ 162].
During the convention, GPS led meetings with potential investors and
industry professionals, one of which led to a draft Letter of Engagement with
GPS for funding Phase 2. [Id. at ¶ 163].
At the convention, however, Sullins President Taylor began requesting
to take part in investor meetings that would have normally been managed
solely by Salvati. [ Id. at ¶ 177]. In April 2023, Sullins stopped making the
monthly $20,000 management services payments to GPS. [Id. at ¶ 180]. On
May 27, 2023, Taylor told GPS that Sullins representatives would be meeting
with a third-party IPO expert to review the GPS business plan. [Id. at ¶ 177].
On June 8, 2023, Taylor told GPS that Sullins would be entering into an
internal due diligence process independent of GPS. [Id.]. In June 2023,
Sullins denied Salvati access to certain intellectual property of GPS that had
previously been stored on the Mining Property but was moved to a location
owned or controlled by Dickson. [ Id. at ¶ 183]. These developments
concerned Salvati, but he kept facilitating GPS ’s weekly meetings, and
Sullins representatives continued attending. [Id. at ¶¶ 132, 179]. Moreover,
during phone calls with Dickson and Hayden Moss on May 10, May 20, and

June 8, 2023, Salvati was reassured that Sullins and its Members remained
“partners” with GPS. [Id. at ¶ 178].
On July 7, 2023, Salvati received a letter from Sullins Secretary
Treasurer Athos Rostan rejecting payment of GPS’s $20,000 invoices for
April, May, and June, and denying that S ullins had entered into any
agreement with Salvati or Krueger regarding ownership interest in Sullins or
the Mining Property. [Id. at ¶ 184; Doc. 1 -3 at 33]. The letter stated that
Salvati and Krueger were not agents of Sullins, had no ownership interest in
Sullins, and had never been authorized to operate on behalf of Sullins. [Doc.
1-3 at 33]. On August 11, 2023, counsel for GPS responded to the July 7,
2023 letter and rejected the position taken by Sullins in the letter. [Doc. 97
at ¶ 187; Doc. 1 -3 at 34 -37]. Counsel for GPS asked for a response by
August 16, 2023, and on that day Sullins filed a state-court Complaint against
GPS, Salvati and Krueger that commenced the present litigation. [ Doc. 1-3
at 7, 37]. GPS believes that Sullins has shared intellectual property owned
by GPS with third parties in pursuit of a more lucrative deal for Sullins and
that Sullins has entered negotiations to sell a strategic 1.8 acre portion of the
Mining Property that would substantially diminish the value of the remaining
property. [Id. at ¶¶ 190-91].

IV. DISCUSSION
The Counterclaim Plaintiffs have asserted ten counterclaims against
Sullins: (1) breach of the Acquisition Agreement contract; (2) breach of the
Management Services Agreement contract; (3) breach of the implied duty of
good faith and fair dealing; (4) conversion of GPS’s personal property; (5)
misappropriation of GPS’s trade secrets; (6) unjust enrichment; (7) fraud; (8)
negligent misrepresentation; (9) unfair and deceptive trade practices in
violation of N.C. Gen. Stat. § 75-1.1; and (10) preliminary injunction to
prevent the conveyance of the Mining Property during the pendency of
litigation. [Doc. 87 at ¶¶ 193-291]. The first, third, and tenth counterclaims
are also asserted against all the Members of Sullins. The fourth counterclaim
is also asserted against the Estate of Ralph Dickson. The seventh, eighth,
and ninth counterclaims are also asserted against the Estate of Ralph
Dickson, the Estate of Garret Moss, and Keith Taylor.
With the exception of the Estate of Garret Moss, which has not made
an appearance in this matter, all the Defendants have moved to dismiss all
the counterclaims against them. Sullins has also moved, in the alternative,
for partial summary judgment as to counterclaims one, three, six, and ten,
as well as for partial summary judgment on its declaratory judgment claim.

A. Counterclaims 1, 3, 6, and 10 Against Sullins: Breach of the
Acquisition Agreement, Breach of the Implied Duty of Good
Faith and Fair Dealing, and Unjust Enrichment

Sullins contends that the Counterclaim Plaintiffs have judicially
admitted that Sullins was not a party to the alleged Acquisition Agreement,
and, as a result, that the first, third, sixth , and tenth counterclaims against
Sullins should be dismissed. [Doc. 103 at 9-13]. Sullins’s partial summary
judgment motions are also predicated on this theory regarding the
Counterclaim Plaintiffs’ judicial admissions. [Doc. 103 at 12]; see also [Docs.
102, 103]. Sullins has not moved to dismiss these counterclaims on any
other ground.
“A judicial admission is a representation made by a party that, unless
allowed by the court to be withdrawn, is conclusive in the case.” Everett v.
Pitt Cnty. Bd. of Educ., 788 F.3d 132, 141 (4th Cir. 2015) (internal quotation
marks omitted). “[T]he doctrine of judicial admission is largely concerned
with matters of fact.” Flexi-Van Leasing, Inc. v. Travelers Indem. Co., 837 F.
App'x 141, 145 (4th Cir. 2020). However, judicial admissions are not “limited
to affirmative statements that a fact exists,” as “[t]hey also include intentional
and unambiguous waivers that release the opposing party from its burden to
prove the facts necessary to establish the waived conclusion of law.” Meyer
v. Berkshire Life Ins. Co., 372 F.3d 261, 264–65 (4th Cir. 2004). “A purported

judicial admission is binding only if the statement is deliberate, clear, and
unambiguous.” Everett, 788 F.3d at 141 (internal quotation marks omitted).
However, a court’s determination that a statement is a judicial admission “is
not necessarily the final word.” Flexi-Van Leasing, 837 F. App'x at 146. “[A]
court, unquestionably, has the right to relieve a party of his judicial admission
if it appears that the admitted fact is clearly untrue and that the party was
laboring under a mistake when he made the admission.” Id. (quoting New
Amsterdam Cas. Co. v. Waller, 323 F.2d 20, 24 (4th Cir. 1963)).
Ordinarily, questions of judicial admissions pertain to facts that are
asserted in pleadings, such as an allegation in a complaint or an admission
in an answer. In rare instances, however, statements in other documents ,
including briefs, can rise to the level of judicial admissions if they affirmatively
waive a factual point or position.
Here, the purported judicial admissions were made in the context of
the Defendants’ argument, in briefing in support of their motion to dismiss,
that Sullins lacked standing to bring its declaratory judgment claim against
them. In that briefing, the Defendants stated: “Specifically, the Acquisition
Agreement was between Defendant GPS QRTZ and the individual members
of Sullins, LLC , not Plaintiffs.” [Doc. 17 at 6 (emphases in original)]. The
Defendants made multiple similar statements in both their opening and reply

memoranda in support of their motion . See, [Doc. 17 at 8; Doc. 20 at 2].
Generally, the Defendants’ standing argument rested on the theory that the
Acquisition Agreement had been structured as an exchange of the
ownership interests in Sullins, which were held by the Members, and not as
a sale of land, which was held by Sullins. [Doc. 17 at 6-9; Doc. 20 at 1 -4].
However, in their reply memorandum, the Defendants also state d that they
had “never ‘conceded’ nor ‘admitted’ that there was never any agreement
between [Sullins] and Defendants,” and they “reserve[d] the right to make
any additional arguments as may be appropriate at later stages of the
proceedings.” [Doc. 20 at 3 n.1].
The Amended Counterclaims rely on th e same t heory of the
Acquisition Agreement that the Defendants espoused in their earlier
briefing—namely, that the Acquisition Agreement was structured as an
exchange of the ownership interests in Sullins. [Doc. 87 at ¶¶ 48-60, 80-88].
However, the Amended Counterclaims differ from the Defendants’ earlier
briefing insofar as they allege that “the officers and managing Members of
Sullins, LLC accepted and assented to the Acquisition Agreement on behalf
of Sullins, LLC and its Members.” [Id. at ¶ 195 (emphasis added)]. In other
words, the Counterclaim Plaintiffs now allege that Sullins was also a party to
the Acquisition Agreement. Sullins, in turn, contends that the Defendants’

prior statements regarding the parties to the Acquisition Agreement were
judicial admissions that bind the Counterclaim Plaintiffs and prevent them
from asserting that Sullins was a party to the Acquisition Agreement. [Doc.
103 at 9-13].
In other words, the pleadings directly refute Sullins’s position regarding
the purported judicial admission. Sullins presents no support for the position
that a prior briefing regarding a discrete issue of standing somehow overrides
subsequent pleadings as to the broader issue of Sullins’s role in the
agreements.
Even though the Defendants’ prior statement that Sullins was “ not” a
party to the Acquisition Agreement was indisputably deliberate, [Doc. 17 at
6 (emphas is in original)] , the alleged statements of acceptance of the
Acquisition Agreement are ambiguous as to who, if anyone, was bound by
such statements. Moreover, the Counterclaim Plaintiffs contend that the
Defendants were laboring under Sullins’s mischaracterizations of the facts
when they made the purported judicial admissions, [Doc. 112 at 10-11], and
the Defendants expressly stated that it was not their intent to concede or
admit that there was never any agreement between Sullins and the
Defendants once Sullins raised the issue, [id. at 12].

Despite the fact that this case is now nearly three years old, it has not
yet escaped the pleading stage. The pleadings make clear that this issue
has not been disposed of by judicial admission. Accordingly, the Court will
decline to treat the Defendants’ statements as claim -dispositive judicial
admissions and will instead reserve the issue regarding whether Sullins was
a party to the Acquisition Agreement for a future proceeding on a more
developed record. The Court will therefore deny Sullins’s motion to dismiss
as to the first, third, sixth , and tenth counterclaims, as well as S ullins’s
motions for partial summary judgment.
B. Counterclaims 1 and 3 Against the Members: Breach of the
Acquisition Agreement and Breach of the Implied Duty of
Good Faith and Fair Dealing

The Members have moved to dismiss the counterclaims for breach of
contract and breach of the implied duty of good faith and fair dealing on
grounds that the Counterclaim Plaintiffs failed to adequately plead that the
officers and managing Members of Sullins who allegedly accepted the
Acquisition Agreement were the Members’ agents and had authority to bind
the Members to the agreement. [Doc. 117 at 8-13].
The Amended Counterclaims, however, contain many detailed
allegations that, accepted as true, could support a finding of the requisite
agency relationship or of ratification of the Acquisition Agreement . For

example, the Counterclaim Plaintiffs allege that certain Members assured
Salvati and Krueger that the Members at the Las Vegas meeting would
constitute a “quorum” and have “authority” to accept the proposed deal at
the meeting. [Doc. 87 at ¶¶ 49, 60, 62, 65]. They further allege that various
Members dictated the structure of the Acquisition Agreement, accepted and
were present for the acceptance of the agreement at the Las Vegas meeting,
shook hands regarding the agreement, celebrated the agreement,
expressed support for the agreement, attended a family reunion at which the
terms of the agreement were presented, and attended over forty meetings
during which business was conducted in accord with the terms of the
agreement. [Id. at ¶¶ 53-54, 63-66, 71-73, 75-79, 103-08, 132-34, 137, 166-
72]. Finally, the Counterclaim Plaintiffs also allege that, for at least ten
months after the Las Vegas meeting, n o Member of Sullins questioned or
refuted the Acquisition Agreement. [Id. at ¶¶ 109, 136].
The Court concludes that these allegations in the Amended
Counterclaims are sufficient to “advance the plaintiff’s claim across the line
from conceivable to plausible.” Walters, 684 F.3d at 43 . Accordingly, the
Court will deny the motions to dismiss as to the first and third counterclaims
against the Members.

C. Counterclaim 2 : Breach of the Management Services
Agreement

Sullins has moved to dismiss the counterclaim for breach of the alleged
Management Services Agreement on grounds that the Counterclaim
Plaintiffs failed to provide nonconclusory allegations in support of the claim.
[Doc. 103 at 13 -14]. The Amended Counterclaims, however, contain
allegations that the agreement was entered into on September 29, 2022 at
Sullins’s request, that in October 2022 Sullins began paying GPS $20,000
per month pursuant to the agreement, that Sullins stopped making those
payments in April 2023, and that business dealings between GPS and Sullins
continued in and after April 2023. [Doc. 87 at ¶¶ 113-19, 132, 165, 180].
The Court concludes that these allegations in the Amended
Counterclaims are not merely conclusory and are sufficient to “advance the
plaintiff’s claim across the line from conceivable to plausible.” Walters, 684
F.3d at 43. Accordingly, the Court will deny Sullins’s motion to dismiss as to
the second counterclaim.
D. Counterclaim 4: Conversion
“North Carolina law defines conversion 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.’” Flexible Foam Prods., Inc. v. Vitafoam Inc.,

980 F. Supp. 2d 690, 700 (W.D.N.C. 2013) (quoting Norman v. Nash
Johnson & Sons' Farms, Inc., 140 N.C. App. 390, 414, 537 S.E.2d 248, 264
(2000)). “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. Salem Logistics Traffic Servs., LLC,
365 N.C. 520, 523, 723 S.E.2d 744, 747 (2012) . However, if the defendant
originally received the personal property in question “pursuant to a contract”
or otherwise lawfully, then the success of a conversion claim also depends
on whether the plaintiff can show that it demanded return of the property and
the defendant refused to surrender it. TSC Rsch., LLC v. Bayer Chemicals
Corp., 552 F. Supp. 2d 534, 542 (M.D.N.C. 2008) (citing Hoch v. Young, 63
N.C. App. 480, 483, 305 S.E.2d 201, 203 (1983)).
Here, the relevant property is the set of “Exploratory Drilling Results,”4
which includes “ drill cores, aerial video footage, drilling schematics, site
drawings, 3D geological modeling of the drill cores, and other documents
and reports.” [Doc. 87 at ¶ 150]. Sullins and the Estate of Ralph Dickson
have moved to dismiss the conversion counterclaim on grounds that GPS

4 The Counterclaim Plaintiffs also assert that Sullins converted a Gantt Chart that Salvati
and Krueger shared with Sullins and certain Members. [Doc. 87 at ¶ 221]. However,
because the Amended Counterclaims lack material factual allegations to support a
conversion claim based on the Gantt Chart , the Court’s analysis focuses on the
Exploratory Drilling Results.

failed to allege that it demanded the return of this property. [Doc. 103 at 14].
The Counterclaim Plaintiffs , however, allege that “[i]n or about June 2023,
Sullins, LLC, at the direction of Mr. Taylor and Mr. Rostan, and/or Mr.
Dickson in his individual capacity, denied Mr. Salvati, as officer and
managing director of GPS QRTZ, access to, and wrongfully took possession
of, the Exploratory Drilling Results.” [Doc. 87 at ¶ 183]. The Court concludes
that this allegation of denial of access is just enough “to raise a right to relief
above the speculative level.” Twombly, 550 U.S. at 555.
Accordingly, the Court will deny the motions to dismiss the fourth
counterclaim as to the Exploratory Drilling Results.
E. Counterclaim 5: Misappropriation of Trade Secrets
A trade secret is “business or technical information” that “[d]erives
independent actual or potential commercial value from not be ing generally
known or readily ascertainable through independent development or reverse
engineering by persons who can obtain economic value from its disclosure
or use ” and that is “the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.” N.C. Gen. Stat. § 66-152(3). To
state a claim for misappropriation of a trade secret , a plaintiff must allege
that the defendant “(1) kn[ew] or should have known of the trade secret; and
(2) [h]as had a specific opportunity to acquire it for disclosure or use or has

acquired, disclosed, or used it without the express or implied consent or
authority of the owner.” Krawiec v. Manly, 370 N.C. 602, 608–09, 811 S.E.2d
542, 547 (2018) (quoting N.C. Gen. Stat. § 66-155). A plaintiff must also
“identify a trade secret with sufficient particularity so as to enable a defendant
to delineate that which he is accused of misappropriating and a court to
determine whether misappropriation has or is threatened to occur.” Id. at
609, 811 S.E.2d at 547–48 (quoting Washburn v. Yadkin Valley Bank & Tr.
Co., 190 N.C. App. 315, 326, 660 S.E.2d 577, 585 (2008)).
In addition to identifying the relevant trade secrets, a plaintiff must
allege “a method, plan, or other act by which they attempted to maintain the
secrecy of the alleged trade secrets.” Id. at 612, 811 S.E.2d at 549. An
allegation that the “plaintiff shared the information at issue with the [ ]
defendants with nothing more than an expectation of confidentiality is
insufficient to establish that the information was the ‘subject of efforts that
[were] reasonable under the circumstances to main tain its secrecy.’” Id.
(quoting N.C. Gen. Stat. § 66-152(3)(b)). “The reasonable secrecy
requirement is linked to the independent economic value requirement
because the information's value lies in the competitive advantage over others
that [the plaintiff] enjoys by virtue of its exclusive access to it.” Sysco Mach.
Corp. v. DCS USA Corp., 143 F.4th 222, 228 (4th Cir. 2025).

Here, the trade secrets identified by the Counterclaim Plaintiffs as
misappropriated include “the Gantt Chart, budgets, lists, and identi ties of
potential investors and Mining Industry Professionals, the Exploratory Drilling
Results, and other confidential documents and reports prepared by or on
behalf of GPS QRTZ in furtherance of the Acquisition Agreement.” [Doc. 87
at ¶ 232]. Considered in full, however, this list suggests that nearly the entire
business relationship between GPS and Sullins was a trade secret. “That is
the type of claim so ‘ sweeping and conclusory ’ that it is impossible for
[Sullins] to know what it has been accused of misappropriating or for the
court to assess whether [the Counterclaim Plaintiffs] ha[ve] met the
reasonable secrecy and independent economic value requirements.” Sysco,
143 F.4th at 229 (quoting Krawiec, 370 N.C. at 610, 811 S.E.2d at 542). That
type of claim “is also unlikely to be true in practice, which means that it falls
short of ‘plausible on its face .’” Id. (quoting Iqbal, 556 U.S. at 678).
Regarding the two items on which the Counterclaim Plaintiffs focus in their
briefing—the Gantt Chart and the Exploratory Drilling Results —the
Counterclaim Plaintiffs have not attempted to delineate the components of
either item that satisfy the definition of a trade secret from those that do not.
Moreover, the Amended Counterclaims fail to adequately allege that
the Counterclaim Plaintiffs made reasonable efforts to maintain the secrecy

of the alleged trade secrets. As in Krawiec, the Counterclaim Plaintiffs allege
merely that they “acted under the reasonable assumption that Sullins, LLC
and its managing Members would protect the secrecy of the Trade Secrets.”
[Id. at ¶ 235]. The Counterclaim Plaintiffs do not, however, allege that they
in fact told Sullins and its representatives which materials , if any, they were
expected to keep confidential.
Accordingly, the Court concludes that the Counterclaim Plaintiffs have
failed to state a plausible claim for misappropriation of trade secrets and will
grant Sullins’s motion to dismiss as to that claim.
F. Counterclaims 7-9: Fraud, Negligent Misrepresentation and
Unfair and Deceptive Trade Practices

The Counterclaim Plaintiffs assert their counterclaims for fraud,
negligent misrepresentation, and unfair and deceptive trade practices in the
alternative to their claim for breach of the Acquisition Agreement, in the event
that the Court concludes that the Acquisition Agreement was not an
enforceable contract. [Doc. 87 at ¶¶ 255, 268, 274].
To state a plausible claim for fraud, a plaintiff must allege: “(1)
representation or concealment of a material fact, (2) reasonably calculated
to deceive, (3) made with intent to deceive, (4) which does in fact deceive,
(5) resulting in damage to the injured party.” Value Health Sols., Inc. v.
Pharm. Rsch. Assocs., Inc., 385 N.C. 250, 264, 891 S.E.2d 100, 112 (2023).

Here, the relevant Counterclaim Defendants have moved to dismiss the
fraud counterclaim on grounds that the statements alleged as predicates for
the claim are nothing more than broken promises. [Doc. 103 at 20; Doc. 115
at 11; Doc. 117 at 13; Doc. 120 at 7-9; Doc. 125 at 6]. The alleged predicates
for the fraud counterclaim, however, include representations by certain
Members regarding their authority to bind the other Members to the
Acquisition Agreement. [Doc. 87 at ¶ 253]. One Counterclaim Defendant,
the Estate of Ralph Dickson, concedes that such representations regarding
agency and authority could support a fraud counterclaim but contends that
the Counterclaim Plaintiffs nevertheless failed to adequately allege that they
conducted a reasonable inquiry into that representation before relying on it.
[Doc. 127 at 10-11]. The Amended Counterclaims, however, allege that the
representations regarding agency and authority were made by multiple
Members, and that the representations were consistent with the deal
structure that had purportedly been reviewed and approved by Sullins’s
attorneys. [Doc. 87 at ¶¶ 47-62, 253-55].
“The tort of negligent misrepresentation occurs when a party justifiably
relies to his detriment on information prepared without reasonable care by
one who owed the relying party a duty of care.” Rountree v. Chowan Cnty.,
252 N.C. App. 155, 158, 796 S.E.2d 827, 830 (2017) . Here, the relevant

Counterclaim Defendants have moved to dismiss the negligent
misrepresentation counterclaim principally on grounds that the Counterclaim
Plaintiffs have failed to allege a relevant duty of care. [Doc. 103 at 22; Doc.
115 at 11 -12; Doc. 117 at 1 5; Doc. 120 at 13-14; Doc. 125 at 7]. North
Carolina courts have recognized that such a duty may arise in the context of
a transaction in which one party has a monetary interests and “supplies false
information for the guidance of others in their business transactions.”
Rountree, 252 N.C. App. at 160, 796 S.E.2d at 831. While such a duty
“commonly arises within professional relationships,” such as those
undertaken by real estate appraisers, engineers, and architects, such a duty
may also “arise between adversaries in a commercial transaction” when one
party to the transaction controls certain information on which the other party
to the transaction relies in proceeding with the transaction. Id. at 160-61,
796 S.E.2d at 831 -32. While the Amended Counterclaims lack material
factual allegations regarding the extent to which the Counterclaim Plaintiffs
inquired into the accuracy of the alleged negligent misrepresentations
regarding agency and authority before the Las Vegas meeting , they do
contain allegations regarding interactions with various Members before and
after that meeting that assured the Counterclaim Plaintiffs of their reliance
on the relevant representations, including some interactions in which the

Counterclaim Plaintiffs sought assurance about the status of the deal. [Doc.
87 at ¶¶ 79, 102-09, 132-36, 166-72].
Accordingly, the Court concludes that the Counterclaim Plaintiffs have
advanced their fraud and negligent misrepresentation counterclaims “across
the line from conceivable to plausible,” and the motions to dismiss those
counterclaims will be denied. Walters, 684 F.3d at 439. Moreover, because
the fraud and negligent misrepresentation counterclaims supply an adequate
predicate for an unfair and deceptive trade practices claim, the motions to
dismiss that counterclaim will also be denied. See CPI Sec. Sys., Inc. v.
Vivint Smart Home, Inc., 145 F.4th 390, 401 (4th Cir. 2025).
G. Counterclaim 10: Preliminary Injunction
The Counterclaim Plaintiffs’ tenth counterclaim is styled as a claim for
a preliminary injunction. However, a preliminary injunction is not a cause of
action, and the Counterclaim Plaintiffs have never separately moved for a
preliminary injunction. Accord ingly, the Court will dismiss the tenth
counterclaim as a nullity.
H. Estate of Garret Randolph Moss
Finally, while the Estate of Garret Randolph Moss appears to have
been served by the Counterclaim Plaintiffs, [Doc. 97], the Estate has not yet
made an appearance in this matter. The Court will direct the Counterclaim

Plaintiffs to take appropriate action against this Counterclaim Defendant
within fourteen days of the entry of this Order . If no such action is taken
within that period, the Court will dismiss the Counterclaim Defendant Estate
of Garret Randolph Moss from the case.
V. CONCLUSION
Although originally filed in August 2023, this matter has languished in
the early stages of litigation. While the crux of the parties’ dispute concerns
the existence and enforceability of a contract, discovery has not yet begun,
and key witnesses to the material factual allegations are now deceased. The
Court will dismiss the Counterclaim Plaintiffs’ misappropriation of trade
secrets and preliminary injunction claims, but the Counterclaim Defendants’
motions to dismiss and for summary judgment will otherwise be denied .
Accordingly, the Court directs the parties henceforth to timely prosecute their
cases and develop the evidentiary record.
O R D E R
IT IS, THEREFORE, ORDERED that Plaintiff and Counterclaim
Defendant G.P. Sullins Land Company, LLC’s Motion to Dismiss Amended
Counterclaims [Doc. 100] is hereby GRANTED IN PART and DENIED IN
PART. The motion is GRANTED as to the Counterclaim Plaintiffs’ fifth

counterclaim (misappropriation of trade secrets). The motion is otherwise
DENIED.
IT IS FURTHER ORDERED that Plaintiff and Counterclaim Defendant
G.P. Sullins Land Company, LLC’s Alternative Motion for Partial Summary
Judgment on Certain Amended Counterclaims [Doc. 101] is hereby DENIED.
IT IS FURTHER ORDERED that Plaintiff and Counterclaim Defendant
G.P. Sullins Land Company, LLC’s Motion for Partial Summary Judgment on
Declaratory Judgment Claim [Doc. 102] is hereby DENIED.
IT IS FURTHER ORDERED that Certain Counterclaim Defendants’
Motion to Dismiss First Amended Counterclaims [Doc. 116] is hereby
DENIED.
IT IS FURTHER ORDERED that the Estate of Ralph Alexander
Dickson, III’s Motion to Dismiss First Amended Counterclaims [Doc. 119] is
hereby DENIED.
IT IS FURTHER ORDERED that the tenth cause of action in the
Amended Counterclaims [Doc. 87] is hereby DISMISSED.
IT IS FURTHER ORDERED that the Counterclaim Plaintiffs are hereby
DIRECTED to take appropriate action against the Counterclaim Defendant
Estate of Garret Randolph Moss within fourteen (14) days of the entry of
this Order.

IT IS SO ORDERED.

Signed: June 9, 2026

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