North Carolina Business Court – Corporate – Joint Venture – Implied Partnership

No partnership or joint venture existed between the parties and Plaintiff Lucas functioned only as an independent contractor compensated for services, defeating all partnership-, joint venture-, and related claims.

The court granted summary judgment for Defendants.

This complex business case arises from a long-running dispute between Plaintiff Lucas and Defendant Hopper over the nature of their business relationship while performing environmental and facilities-related projects at the former MillerCoors Eden Facility between 2016 and 2023. Plaintiffs Lucas, his wife, and SDB Partners of Eden, LLC alleged that Lucas and Hopper formed an implied partnership or, alternatively, a series of joint ventures, entitling Lucas to a 50% share of profits from all projects. Defendants Hopper, his family members, and LH Service, Inc. denied any partnership or joint venture, asserting that Lucas acted only as an independent contractor compensated at Hopper’s discretion.

The court addressed three motions: Defendants’ motion for summary judgment, motion for judgment on the pleadings, and motion to strike Lucas’s affidavit. The motion for judgment on the pleadings was denied as moot because its arguments were subsumed within the summary judgment motion. The motion to strike was granted in part, with the court excluding portions of Lucas’s affidavit that directly contradicted his prior deposition testimony, including statements regarding the membership, naming, and loss-sharing aspects of the alleged partnership.

On the merits, the court granted summary judgment in favor of Defendants on nearly all claims. As to the partnership-based claims (claims 1–6), the court held that no partnership existed under North Carolina law. Although Lucas and Hopper undisputedly split profits 50/50 on an initial “Lagoon Project,” the record did not support an agreement to form an ongoing partnership for subsequent projects. Critical indicia of partnership were absent: there was no jointly owned business, no partnership bank account, no capital contributions, no partnership tax filings, and no co-ownership of property. LH Service, the only operating business, was solely owned by Hopper’s wife, and all contracts, payments, and financial control remained with LH Service. The court emphasized that profit-sharing alone, especially when used as a method of compensating services, is insufficient to establish a partnership. Applying recent North Carolina Supreme Court precedent, particularly Cutter v. Vojnovic, the court concluded that the absence of co-ownership was fatal to Plaintiffs’ partnership theory.

The court likewise rejected Plaintiffs’ alternative joint venture claims (claims 7–9). While joint ventures are narrower than partnerships, they still require mutual agency and shared control. The undisputed evidence showed that Lucas lacked authority to bind LH Service, sign checks, or direct Defendants’ conduct. All decision-making authority rested with the Hoppers, defeating any claim of joint venture.

Finally, the court addressed the unjust enrichment claim. While acknowledging unjust enrichment can exist absent an express contract, the court concluded that the claim could not proceed where the parties’ relationship was governed by compensation arrangements for services rendered.

Granted in part, denied in part.

Lucas v. Hopper (Lawyers Weekly No. 020-001-26, 33 pp.) (Mark A. Davis, J.) 2026 NCBC 1. Fitzgerald Hanna & Sullivan, PLLC, by Andrew Fitzgerald, Stuart Punger, Jr., and Douglas W. Hanna, for Plaintiffs Andrew Lucas, Shannon Lucas, and SDB Partners of Eden, LLC. Carruthers & Roth, P.A., by Rachel S. Decker and Kevin A. Rust, for Defendants Harold Hopper, Linda Hopper, Tyler Hopper, and LH Service, Inc. North Carolina Business Court