Contract – Breaches of Sales Representative Agreements – Confidentiality Provisions

Plaintiff alleged sufficient facts to sustain its claims for breach of the parties’ 2012 and 2014 Sales Representative Agreements (SRAs).

The Court granted in part and denied in part the motions to dismiss,

The parties in this highly contentious case, which involved competitors within the footwear accessories and shoe care industry, filed a veritable potpourri of claims against each other. At its most basic level, two competitors accused each other of exceeding the limits of lawful competition while—not surprisingly—defending their own conduct as being well within those very same limits.

Among other things, Plaintiff brought claims for breach of contract, alleging various breaches of the 2012, 2014, and 2024 SRAs, along with a claim for unfair and deceptive trade practices. Plaintiff’s first theory of breach of contract was that Defendants violated the terms of the confidentiality provisions contained in the 2012 SRA and the 2014 SRA. Defendants’ sole argument for dismissal of these claims was that any claims arising under the 2012 and 2014 SRAs were extinguished upon the parties entering into the 2024 SRAs.

The Court could not conclude from the “plain wording” of 2024 SRA Section 14 alone that the parties intended the 2024 SRAs to substitute the 2012 and 2014 SRAs. The Court noted that neither Section 14—nor any other provision of the 2024 SRAs— explicitly quotes, references, cites, incorporates by reference, or attaches the 2012 or 2014 SRAs. Further, the 2024 SRAs do not purport to release any of the parties’ existing claims. Finally, the second sentence of Section 14 indicates that the parties may have intended only to supersede prior oral or written agreements concerning the 2024 SRAs—but not any other unrelated agreement. Specifically, Section 14 provides that the 2024 SRAs are “entire agreement[s] between the parties relating to the subject matter hereof[.]” Because the confidentiality provisions of the 2012, 2014, and 2024 SRAs each apply to different information— based on when the information was shared—as opposed to applying to all confidential information ever shared, the Court determined that confidentiality provisions of the 2012, 2014, and 2024 SRAs do not concern the same subject matter.

As the Court is satisfied that Plaintiff alleged sufficient facts to sustain its claims for breach of the 2012 and 2014 SRAs, it denied Defendants’ Motion to Dismiss Plaintiff’s claims for breach of Section 11 of the 2012 and 2014 SRAs.

Granted in part, denied in part.

Implus Footcare LLC v. Vore (Lawyers’ Weekly No. 020-055-25, 101 pp.) (Mark A. Davis, J.) 2025 NCBC 55. Kilpatrick Townsend & Stockton LLP by Elizabeth Winters, Richard Self, and Jason Wenker for Plaintiffs Implus Footcare, LLC and IM Group Holdings Corporation. Foley Hoag LLP by Kristyn DeFilipp, Leah Rizkallah, and Jasmine Brown, and Morningstar Law Group by Harrison Gates for Defendants Todd Vore and Blue San, LLC. Morningstar Law Group by Harrison Gates for Defendants H.B. Shoes Co. and The Mike Hale Company. North Carolina Business Court