Corporate – Successor in Interest – Civil Practice – Pleadings – Real Property – Contract  

In a dispute arising out of a contract to transfer and develop real property, the complaint alleges that plaintiff Clue Property Development, LLC, is the successor in interest to Cue Property Development, LLC. Although defendants argue the complaint does not sufficiently allege that Clue is entitled to recover for development expenditures made by Cue, the complaint nevertheless sufficiently alleges that Clue itself made such expenditures. 

Otherwise, the complaint’s use of “Clue” to refer to both Clue and Cue is not a flaw warranting dismissal. Plaintiffs have alleged facts which, if proven may support a finding of successorship entitling Clue to damages suffered by Cue. 

Defendants’ motion to dismiss is denied. Defendants’ motion for a more definite statement is granted. 

Although the dearth of successorship allegations does not warrant dismissal, it does warrant a more definite statement. Not only are the allegations insufficient to allow defendant to respond with respect to damages to “Clue,” but the allegations are also so vague that it might be impossible for defendants to determine which entity was damaged and by what conduct. Moreover, to the extent that there were damages suffered by Cue that were passed to Clue via successorship, the complaint is ambiguous. Defendants are entitled to a more definite statement. 

Clue Property Development, LLC v. Switzenbaum & Associates, Inc. (Lawyers Weekly No. 020-060-22, 14 pp.) (Michael Robinson, J.) Erik Rosenwood and Joseph Milam for plaintiffs; Allen West, Graham Morgan and David Smith for defendants. 2022 NCBC 60