Opinion
No. 8623SC78
Filed 21 October 1986
Conspiracy 2 — conspiracy to force plaintiff out of automobile business — sufficiency of complaint Plaintiff's complaint was sufficient to state a claim for relief where he alleged that the several defendants conspired to force him out of an automobile dealership, which he operated and partially owned, by terminating the credit arrangements under which the dealership did business.
APPEAL by plaintiff from Morgan, Judge. Order and judgment entered 21 November 1985 in Superior Court. WILKES County. Heard in the Court of Appeals 4 June 1986.
Hall and Brooks, by John E. Hall, for plaintiff appellant.
Petree, Stockton Robinson, by Jackson N. Steele, for defendant appellees General Motors Corporation and General Motors Acceptance Corporation.
Judge MARTIN dissenting.
Plaintiff's appeal is from an order and judgment dismissing his complaint as to the defendants General Motors Acceptance Corporation and General Motors Corporation for failing to state an enforceable claim against them.
The claim arose out of the following setting: Before June 1982 plaintiff owned 51% of the stock of Empire Oldsmobile-Cadillac, Inc., an authorized GM dealership in Wilkes County, and managed the business; the defendants Whitaker owned the remaining 49% stock interest and furnished financial support to the dealership but did not otherwise participate in its operation or management; the dealership purchased new cars from General Motors under a floor plan arrangement and it purchased parts from General Motors on an open credit account; both the floor plan and credit account were personally guaranteed by the Whitakers.
The claim is stated in the complaint substantially as follows: In June of 1982 the Whitakers advised plaintiff they were not going to put any more money into the dealership; advised an officer of GMAC that they were cancelling their guarantee of the floor plan arrangement; and advised Gary Sigmon, the zone manager of the Oldsmobile division of General Motors, that GMAC was repossessing all of the dealership's automobiles, new and used. Immediately thereafter, Sigmon placed the dealership on a C.O.D. basis for both parts and new cars. Near the first of August 1982 defendants Whitaker also told plaintiff that they were going to sell their dealership stock and would accept a certain price for it, but when plaintiff obtained someone willing and able to pay the price stated they sold the stock to defendant Templeton for less. All the defendants knew plaintiff could not finance the dealership's operation and would have to sell his majority stock interest, and the various acts done by the several defendants were accomplished pursuant to a conspiracy between them to freeze him out of the dealership, which they did to his damage in the amount of at least a million dollars. The acts were also deceptive and unfair in violation of Chapter 75 of the North Carolina General Statutes.
The gist of plaintiff's claim is that the several defendants conspired to force him out of the automobile dealership, which he operated and partially owned, by terminating the credit arrangements under which the dealership did business. The sole question presented by plaintiff's appeal is whether the complaint sufficiently states a claim of civil liability for conspiracy, a recoverable tort under our law. If it does the unfair and deceptive business practice claim, also asserted in the complaint, can rest thereon, at least at this stage of the case; but if it does not both claims necessarily fail, since the unfair or deceptive business practice claim has no other basis. In this state a civil claim for conspiracy is governed by the following legal principles:
A conspiracy is generally defined to be "an agreement between two or more individuals to do an unlawful act or to do a lawful act in an unlawful way." Holt v. Holt, 232 N.C. 497, 61 S.E.2d 448 (1950). (Other citations omitted.)
In the Holt case, supra, in opinion by Ervin, J., this Court held that "to create civil liability for conspiracy, a wrongful act resulting in injury to another must be done by one or more of the conspirators pursuant to the common scheme and in furtherance of the common object. The gravamen of the action is the resultant injury, and not the conspiracy itself."
Muse v. Morrison, 234 N.C. 195, 198, 66 S.E.2d 783, 784-85 (1951).
The defendant appellees contend and the judge below apparently held that no recoverable conspiracy has been alleged because the defendants Whitaker had a right to stop guaranteeing the dealership's credit and GMAC had a right to stop financing its purchase of new cars and General Motors Corporation had a right to stop selling cars and parts to the dealership on credit. But the complaint, all that we have to go by at this stage, does not so state; and liberally construed, as the spirit of our rules requires, Ragsdale v. Kennedy, 286 N.C. 130, 209 S.E.2d 494 (1974), it cannot be interpreted to so imply. Nor is the complaint fatally deficient because it does not expressly state that the acts which allegedly damaged plaintiff were wrongful. Under our modern practice only claims for fraud, duress, libel and slander have to be pleaded with any particularity at all. Rule 9, N.C. Rules of Civil Procedure. In all other instances the complaint is sufficient if it gives "the court and the parties notice of the transactions, occurrences, or series of transactions or occurrences, intended to be proved showing that the pleader is entitled to relief, . . ." Rule 8, N.C. Rules of Civil Procedure. Plaintiff's complaint provides that notice, in our opinion. It lists the acts that allegedly forced him out of the business and alleges that those acts were done pursuant to a conspiracy; which in effect is an allegation that the acts were wrongful, since a conspiracy imparts wrongful conduct. Thus, defendants have been notified of both the factual and legal basis for the claim — all that they need to know in order to answer the complaint and test its allegations through discovery. Further allegations are not required. The unlikelihood of plaintiff being able to prove that the acts which allegedly injured him were wrongful is irrelevant at this juncture; as a complaint is dismissable for want of proof under Rule 12 (b)(6), N.C. Rules of Civil Procedure, only when it appears that the proof needed is beyond the realm of possibility. Sutton v. Duke, 277 N.C. 94, 176 S.E.2d 161 (1970). And such does not appear in this instance.
Vacated and remanded.
Judge PARKER concurs.
Judge MARTIN dissents.