Wright v. LoRusso,
2026 NCBC 24.
STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
MECKLENBURG COUNTY 20CVS010612-590
JODY STANSELL, individually and
as a member of LORUSSO
VENTURES, LLC d/b/a
CINCH.SKIRT,
Plaintiff,
v.
KRISTA LORUSSO, individually and
as a member-manager of LORUSSO FINDINGS OF FACT, CONCLUSIONS
VENTURES, LLC d/b/a OF LAW, AND FINAL JUDGMENT
CINCH.SKIRT, FOLLOWING BENCH TRIAL
Defendant,
v.
LORUSSO VENTURES, LLC d/b/a
CINCH.SKIRT,
Nominal
Defendant.
1. This case arises from a dispute among the members of LoRusso Ventures,
LLC. In late February 2026, the Court held a bench trial on claims asserted by Jody
Stansell and counterclaims asserted by Krista LoRusso and LoRusso Ventures.
Having considered all relevant evidence, the Court enters the following findings of
fact, conclusions of law, and final judgment.
Jody Stansell, pro se.
Leonard G. Kornberg, P.A., by Leonard G. Kornberg, for Defendant
Krista LoRusso.
Higgins & Owens, PLLC, by Sally Higgins, for Nominal Defendant
LoRusso Ventures, LLC.
Conrad, Judge.
I.
PROCEDURAL HISTORY
2. This case began nearly six years ago. Since that time, the Court has issued
many orders faulting Stansell and his onetime fellow plaintiffs, Nancy and Greg
Wright, for delays, procedural miscues, rule violations, and failures to comply with
orders. See, e.g., Wright v. LoRusso, 2023 NCBC LEXIS 66, at *2–3 (N.C. Super. Ct.
May 4, 2023) (observing that plaintiffs had “failed to comply with procedural rules
throughout this case, wasting judicial resources and unnecessarily prolonging the
litigation”); Wright v. LoRusso,
2022 NCBC LEXIS 69, at *5 (N.C. Super. Ct. June 9,
2022) (“Time and again, the Wrights and Stansell have shirked their responsibilities
as litigants by disregarding deadlines established in the North Carolina Rules of Civil
Procedure, the Business Court Rules, and this Court’s orders.”); Wright v. LoRusso,
2022 NCBC LEXIS 33, at *2–3 (N.C. Super. Ct. Apr. 22, 2022) (cataloging the
plaintiffs’ “[p]rocedural missteps” that “stymied this litigation from its start”).
3. In June 2025, on the eve of a scheduled jury trial, the Wrights settled their
disputes with LoRusso and LoRusso Ventures and dismissed their claims. Citing a
conflict, Stansell’s counsel then withdrew. As a result, the Court continued the trial
and gave Stansell a reasonable period to try to retain new counsel. Stansell did not
retain new counsel and now represents himself.
4. The Court reset the jury trial for February 2026 and issued a pretrial
scheduling order that established deadlines for the parties to exchange exhibit and
witness lists, serve objections, and file a proposed pretrial order. LoRusso and
LoRusso Ventures complied with the pretrial scheduling order. Stansell, however,
did not timely serve his exhibit and witness lists, nor did he join in the submission of
the proposed pretrial order.
5. Before trial, LoRusso filed a motion in limine that sought, among other
things, to bar Stansell from offering any exhibits and calling any witnesses not
identified within the time allowed by the pretrial scheduling order. Stansell did not
submit a response to the motion in limine, and he failed to appear at the pretrial
hearing on 6 February 2026. As a result, the Court treated the motion in limine as
an uncontested motion and granted it. (See ECF No. 302 (observing that “Stansell
has imposed on himself a heavy, self-inflicted penalty by failing to comply with the
pretrial scheduling order, to respond to LoRusso’s motion in limine, and to appear at
the pretrial hearing”).)
6. Following this, Stansell sent a series of trial-related questions to the Court
via email. 1 The Court informed Stansell that it would not address his questions
through an exchange of emails, noting that he could have and should have asked
them in open court during the pretrial hearing. To avoid wasting prospective jurors’
time with these issues, the Court scheduled a conference to take place at 9:00 A.M.
on 23 February 2026, the morning of trial. (See ECF No. 305 (notice of conference).)
7. When the Court called the conference to order on the morning of 23 February
2026, counsel for LoRusso and LoRusso Ventures were present, but Stansell was not.
Unsure whether Stansell had decided not to appear for trial (just as he had not
1 In the same email, Stansell also stated that he had contacted or would be contacting the
Federal Bureau of Investigation and the Mecklenburg County District Attorney to pursue
criminal charges against LoRusso.
appeared for the pretrial hearing), the Court began discussing how to proceed with
counsel in attendance. Midway through this discussion, Stansell arrived. After
informing Stansell that his tardiness was disrespectful to the opposing parties, the
Court reiterated its ruling on the motion in limine and explained the consequences.
Because Stansell had not timely identified any exhibits or witnesses that he intended
to offer, the Court stated that it would not allow him to offer any evidence other than
his own testimony.
8. At the end of the conference and before the start of jury selection, all parties
requested to forgo a jury trial in favor of a bench trial. The Court allowed that
request.
9. Ten claims went to trial. Stansell asserted direct and derivative claims for
breach of contract, as well as a claim for declaratory judgment. He also asserted
vaguely defined claims for unjust enrichment and so-called oppression of minority
members. In response, LoRusso asserted counterclaims for defamation, breach of
contract, and declaratory judgment, and LoRusso Ventures asserted counterclaims
for tortious interference with contract and prospective business relations.
10. During trial, Stansell testified in support of his own case in chief. In light
of the Court’s order on LoRusso’s motion in limine and his own failures to comply
with the pretrial scheduling order, Stansell called no witnesses other than himself
and offered no exhibits.
11. After Stansell rested, counsel for LoRusso moved to dismiss the claims
against her. The Court orally granted the motion as to Stansell’s claims for unjust
enrichment and oppression of minority members but allowed the other claims to
proceed.
12. In their cases in chief, LoRusso and LoRusso Ventures called LoRusso as a
witness, recalled Stansell, and offered excerpts of Nancy Wright’s deposition
testimony. They also offered several documentary exhibits, all but one of which were
admitted without objection.
13. At the conclusion of trial, the Court ordered each side to submit proposed
findings of fact and conclusions of law on or before 11 March 2026. See BCR 12.11
(“The Court may require each party in a non-jury matter to file proposed findings of
fact and conclusions of law.”). LoRusso and LoRusso Ventures timely filed their joint
proposal. (See ECF No. 309.) Stansell filed his proposal one day late. (See ECF No.
310.)
II.
FINDINGS OF FACT
14. Readers be warned: these findings of fact contain references to vulgarities
and coarse language not typically found in judicial opinions. These references are,
unfortunately, necessary to understand the relevant events and to provide context
and support for the Court’s judgment.
15. LoRusso Ventures is a small business that makes and sells an easy-to-install
bed skirt or mattress cover for use in the hotel industry. LoRusso designed and
developed this skirt product.
16. After meeting LoRusso in 2016, Stansell expressed interest in investing in
her business. Stansell also introduced LoRusso to Nancy Wright and her husband,
Greg Wright.
17. Stansell acquired a four percent membership interest in LoRusso Ventures
in exchange for $40,000.
18. The Wrights acquired a twenty percent membership interest in LoRusso
Ventures, which they relinquished in 2025 after reaching a settlement in this
litigation with LoRusso and LoRusso Ventures.
19. At present, LoRusso owns a ninety-six percent interest in LoRusso Ventures,
and Stansell owns the remaining four percent.
20. LoRusso and Stansell (along with the Wrights) entered into an operating
agreement for the company, titled as the Amended and Restated Operating
Agreement of LoRusso Ventures, LLC d/b/a/ Cinch.Skirt. (See LoRusso’s Ex. 33 [“Op.
Agrmt.”].)
21. Section 2.6 of the operating agreement names LoRusso as the sole manager
of LoRusso Ventures. LoRusso has remained the sole manager at all times relevant
to this dispute.
22. Section 7.1 of the operating agreement contains a buy-sell provision. Upon
the occurrence of a “Buy-Sell Event,” the withdrawing member’s interest may be
redeemed on certain conditions. A “Buy-Sell Event” includes “[a]ny material breach
of” the operating agreement by a member that “is not cured within ten (10) days after
written notice of such breach is given to the” member.
23. In section 9.13(c) of the operating agreement, the members agreed not to
“make any statement (including to any media source) that would disrupt, impair, or
affect adversely [LoRusso Ventures], or its employees, Managers, Members, officers,
or directors, or place [LoRusso Ventures] or such individuals in any negative light.”
24. In section 9.13(d) of the operating agreement, the members agreed not to
“disrupt, damage, impair, disparage, or interfere with the Business, whether by way
of interfering with or disrupting [LoRusso Ventures’] relationship with employees,
customers, agents, contractors, representatives, or vendors.”
25. As soon as Stansell became involved with LoRusso Ventures, he began
handling sales for the company, but he received no compensation for his sales work
until he became a member service provider in mid-2019. (See Op. Agrmt. § 2.11
(discussing compensation for member service providers).)
26. Stansell did not view LoRusso—who was LoRusso Ventures’ only manager—
as his supervisor.
27. LoRusso became dissatisfied with Stansell’s performance, cooperativeness,
reliability, and responsiveness.
28. On 5 June 2020, LoRusso terminated Stansell’s employment, as well as his
right to access company emails and computer systems. (See LoRusso’s Ex. 40.)
29. When his employment ended, Stansell lashed out and began a sustained
effort to ruin LoRusso Ventures’ business and LoRusso’s personal life.
30. The record contains numerous text messages and other communications in
which Stansell expressed animosity toward LoRusso and LoRusso Ventures and a
desire to seek revenge. The recipients of these communications include the Wrights
and others employed by LoRusso Ventures or elsewhere in the hotel industry.
31. As examples, Stansell wrote that he was “determined to make [LoRusso]
hurt”; that he “want[ed] her to never recover from this”; that “[t]here will be no mercy
from this moment on”; that “[i]t’s easier for [him] to just destroy the company at this
point”; that he would “make [LoRusso’s] life a nightmare and use [his] member status
and the courts and every social media slut shame possible is coming”; and that he
wanted “her in jail,” “want[ed] those kids t[a]ken from her,” and “wanted [LoRusso]
begging for mercy . . . .” (LoRusso’s Exs. 4, 9, 13.)
32. Stansell continued to send similar messages for many months. Most
shockingly, on 6 February 2021, Stansell sent a group text message about LoRusso
in which he stated that he had a vision that he was
going to cut that ugly ass cunt into pieces and feed her to the sharks only
after I have tied her to a tree and poked a nearby bees nest which I’d did
after I pulled each of her fingernails out and poured lemon juice on them,
and after I started with a tongue lashing letting her know what a lieing,
no good, immoral piece of shit she is.
I am excited!
(LoRusso’s Ex. 56 (all typographical errors in original).) At trial, Stansell laughed
after reading this quote aloud during his testimony.
33. These were not idle or isolated statements. Consistent with his expressed
desire to separate LoRusso from her children, Stansell contacted an attorney
representing LoRusso’s former spouse during the pendency of their custody dispute
for the purpose of “provid[ing] them with ammunition to take her kids away.”
(LoRusso’s Ex. 9; see also LoRusso’s Ex. 56 (“I am more angry, determined, and
obsessed with justice and revenge than anything I have ever been focused on in my
life. . . . She should be scared.”).)
34. The record also contains numerous text messages in which Stansell
discussed having secretly, and without authorization, maintained access to email
accounts and computer systems belonging to LoRusso Ventures.
35. Stansell’s text messages make multiple references to “intercepting” emails
from LoRusso Ventures’ email accounts. In May 2021, Stansell boasted that he “[w]as
sending nancy and Greg reports for past month [he] got off email.” (LLC’s Ex. 1 at
26, 27, 35.)
36. In September 2021, well after this case had begun, Stansell sent a text
message to the Wrights stating that LoRusso “has changed the password to
[email protected]” and that “[w]e no longer have any access to information.” Soon
after, though, Stansell texted that LoRusso “has no idea we can see this” and that he
“was able to back door into email” and “have the info email again.” (LoRusso’s Ex.
46; LLC’s Ex. 1 at 6, 21.)
37. Through these unauthorized activities, Stansell gained access to privileged
communications between LoRusso and her attorney, the contents of which he shared
with others. (See LLC’s Ex. 1 at 14, 17; LoRusso’s Ex. 18 (text from Stansell stating
that “Todd [LoRusso’s attorney] also said that Jody must have some information that
he shouldn’t”).)
38. At the same time that Stansell was telling others that he had secret,
unauthorized access to LoRusso Ventures’ accounts (roughly, September and October
2021), LoRusso Ventures experienced a series of unauthorized logins and attempted
logins to its website, SharePoint files, Intuit account, and warehousing vendor from
an unknown Windows-based device. LoRusso Ventures and its employees did not use
Windows-based devices.
39. In his testimony, Stansell denied making any attempt to gain unauthorized
access to LoRusso Ventures’ email and other accounts. His testimony was not
credible. In contemporaneous text messages, Stansell stated repeatedly that he had
accessed the company’s accounts and that he had shared information retrieved from
those accounts with others. The Court finds, based on all available credible evidence,
and by its greater weight, that Stansell accessed and interfered with LoRusso
Ventures’ email and other accounts without authorization.
40. Meanwhile, Stansell began interfering with LoRusso Ventures’ relationship
as a supplier for IHG, a global hotel company that owns many prominent hotel
brands.
41. LoRusso Ventures’ relationship with IHG goes back to 2017.
42. LoRusso Ventures was selected to provide products for Holiday Inn
Express’s remodeling initiative. Holiday Inn Express is one of IHG’s brands.
LoRusso Ventures devoted a substantial amount of time and expense, including
developing custom fabrics and prototypes, to satisfy Holiday Inn Express’s
requirements. (See LLC’s Ex. 3 at 1, 13.)
43. In May 2020, Stansell received and marked up a proposed contract for the
Holiday Inn Express project without informing LoRusso. Shortly after, without
authorization, Stansell ordered large quantities of custom fabric on behalf of LoRusso
Ventures for the Holiday Inn Express contract. He later ordered 5,000 additional
yards of a different fabric for that contract. Stansell would not have placed these
orders if LoRusso Ventures had not had an established supplier relationship with
IHG. (See LLC’s Ex. 3 at 20–22.)
44. As part of the “early adopter program” for IHG and Holiday Inn Express,
approximately 20 hotels were expected to buy an average of 150 skirts per property,
equating to a profit of $30 to $40 per skirt for LoRusso Ventures. (LLC’s Ex. 3 at 2.)
45. After LoRusso terminated Stansell, he told others that he “will make sure
IHG doesn’t happen.” He went on to describe a plan to “cancel our purchase ready
program and RFP with IHG” and to tell IHG that LoRusso Ventures was “not capable
of signing a new contract with current management structure and account structure
any longer.” He added that his plan “stops this game cold and I will find something
else to do before I let her have it,” referring to IHG’s business. (LoRusso’s Exs. 11,
12, 15; see also LoRusso’s Ex. 11 (“All I am doing is informing IHG that due to
impossible clause, we must withdrawal from RFP . . . It’s over and done”).)
46. LoRusso Ventures maintained an account for an online proposal and vendor
management system called Ariba, used by IHG. After Stansell’s termination,
LoRusso was unable to access LoRusso Ventures’ Ariba account because the email
address associated with the account was changed to [email protected], an
email that had never been associated with LoRusso Ventures’ business. Around this
time, Stansell gloated that he had the “IHG system . . . locked down weeks ago.”
(LLC’s Ex. 1 at 42; LLC’s Ex. 3 at 28.)
47. On 15 October 2020, IHG informed LoRusso Ventures that it had been
“selected for the program rollout” and invited to a meeting for suppliers. (LLC’s Ex.
3 at 41.)
48. Just a few days later, without explanation, IHG reversed course and
informed LoRusso Ventures that it would not be included. (See LLC’s Ex. 3 at 41,
42.)
49. Nancy Wright testified that IHG’s about-face was “shocking” and that it
would be “reasonable” to ask whether Stansell had interfered. (N. Wright Dep. 133:3–
15, 134:20–23.)
50. The Court finds, based on all available credible evidence, and by its greater
weight, that Stansell intentionally disrupted LoRusso Ventures’ access to IHG’s
Ariba system and induced IHG not to do business with LoRusso Ventures.
51. In 2018, LoRusso Ventures began pursuing a relationship with the
LaQuinta hotel chain. (See LLC’s Ex. 2 at 1.)
52. In September 2021, LaQuinta approved LoRusso Ventures’ skirt product for
use in a remodeling program. (See LLC’s Ex. 2 at 4.)
53. Through his unauthorized access to LoRusso Ventures’ email accounts,
Stansell became aware of the LaQuinta business deal.
54. In a text message on 20 September 2021, Stansell informed the Wrights that
he had received this “news off the email this morning,” that LoRusso Ventures was
“chosen” by LaQuinta for a program to “roll out this fall,” and that, by his own
calculation, LoRusso Ventures would earn $218,000 per year in profit. (LLC’s Ex. 2
at 3.)
55. In the same message, Stansell told the Wrights that he and “Erica” (a sales
employee with LoRusso Ventures) had met with LaQuinta representatives to develop
this business. Stansell further stated that “Erica will . . . act as though she is
delivering the news” to LoRusso, thus concealing his unauthorized access to the
emails. (LLC’s Ex. 2 at 3.)
56. In another text message, Stansell stated that he and Erica had “earned
every cent of this business”—meaning the LaQuinta business—“and Krista can’t have
it. . . . Over my dead body.” (LLC’s Ex. 2 at 3.)
57. After selecting LoRusso Ventures’ product, LaQuinta reversed course and
removed it from the program. (See LLC’s Ex. 2 at 6.)
58. In short, Stansell gained unauthorized access to emails concerning LoRusso
Ventures’ business with LaQuinta, coordinated efforts with a hostile employee of
LoRusso Ventures (Erica) to deceive LoRusso, stated his intent to destroy LoRusso
Ventures’ business, claimed credit for the LaQuinta business, and declared that
LoRusso could not have that business. The Court concludes that this direct and
circumstantial evidence of intent and opportunity is credible and gives rise to an
inference that Stansell intentionally induced LaQuinta not to do business with
LoRusso Ventures. The Court further finds, based on all available credible evidence,
and by its greater weight, that Stansell intentionally disrupted LoRusso Ventures’
relationship with LaQuinta.
59. In communications with third parties in the hotel industry, Stansell
repeatedly called LoRusso a “thief,” “embezzler,” and “felon.” At trial, Stansell
admitted that he had made these statements and testified that he continues to do so.
(LoRusso’s Exs. 9, 20, 23.)
60. Stansell’s statements—that LoRusso is a “thief,” “embezzler,” and “felon”—
were false, and he presented no credible evidence to show that the statements were
true.
61. Stansell knew that the statements were false when he made them, and he
failed to exercise ordinary care to determine whether the statements were false.
62. Stansell referred to LoRusso as a “thief,” “embezzler,” and “felon” out of
malice toward her.
63. In other communications with third parties, and as noted above, Stansell
also frequently referred to LoRusso using language intended to place her in a negative
light.
64. In addition to these findings, the Court finds by clear and convincing
evidence that Stansell’s conduct amounts to malice and willful and wanton conduct.
65. The Court also specifically finds that Stansell’s testimony was not credible,
apart from his statements against interest and other admissions supporting
Defendants’ claims. Stansell offered no corroborating evidence for his testimony. In
many instances, the documentary evidence directly refuted his testimony. For
example, Stansell testified that LoRusso falsely told him, in 2017, that LoRusso
Ventures owned a patent covering its skirt product when, in fact, a patent application
was pending and not yet granted. But in an email in February 2017, Stansell
acknowledged that the product was “patent pending.” (LoRusso’s Ex. 2.) In addition,
Stansell admitted that much of his testimony was not based on first-hand knowledge,
resting instead on speculation based on information that he gleaned from internet
searches about LoRusso and LoRusso Ventures.
III.
CONCLUSIONS OF LAW 2
66. Generally, in civil cases, the burden of proof is by a preponderance of the
evidence. See, e.g., Chase Dev. Grp. v. Fisher, Clinard & Cornwell, PLLC, 211 N.C.
App. 295, 303 (2011); Braun v. Glade Valley School, Inc.,
77 N.C. App. 83, 88–89
(1985).
67. “Punitive damages may be awarded only if the claimant proves that the
defendant is liable for compensatory damages” and an aggravating factor is present.
N.C.G.S. § 1D-15. The aggravating factor must be proven by clear and convincing
evidence. See id. § 1D-15(b); see also BDM Invs. v. Lenhil Inc.,
264 N.C. App. 282,
311 (2019) (“[P]unitive damages must only be awarded if a defendant is liable for
compensatory damages related to fraud, malice, or willful or wanton conduct.”).
2 Any finding of fact that is more accurately labeled a conclusion of law is incorporated by
reference into the Court’s conclusions of law. Likewise, any conclusions of law more
accurately labeled as a finding of fact should be deemed as such.
68. Stansell’s Claims. Stansell asserts direct and derivative claims for breach
of contract based on allegations that LoRusso breached LoRusso Ventures’ operating
agreement and two purported oral contracts among the company’s members. Stansell
also asserts a claim for declaratory judgment in which he seeks a declaration that
LoRusso’s actions triggered a buy-sell event under the operating agreement.
69. No credible evidence supports these claims. The only evidence that Stansell
offered was his own testimony, which is not credible for the reasons stated above.
Accordingly, Stansell has not shown by a preponderance of the evidence that LoRusso
breached the operating agreement, that LoRusso Ventures’ members entered into any
oral agreements, or that LoRusso breached the purported oral agreements. Nor has
Stansell shown by a preponderance of the evidence that LoRusso’s conduct triggered
a buy-sell event under the operating agreement. LoRusso is entitled to judgment in
her favor on each of these claims.
70. LoRusso Ventures’ Counterclaims. LoRusso Ventures asserts
counterclaims against Stansell for tortious interference with contract and prospective
business relations.
71. “The tort of interference with contract has five elements: (1) a valid contract
between the plaintiff and a third person which confers upon the plaintiff a contractual
right against a third person; (2) the defendant knows of the contract; (3) the defendant
intentionally induces the third person not to perform the contract; (4) and in doing so
acts without justification; (5) resulting in actual damage to plaintiff.” United Labs.,
Inc. v. Kuykendall, 322 N.C. 643, 661 (1988).
72. Tortious interference with prospective business relations, on the other hand,
occurs when a defendant “acted without justification in inducing a third party to
refrain from entering into a contract with [the plaintiff] which contract would have
ensued but for the interference.” Walker v. Sloan, 137 N.C. App. 387, 393 (2000)
(citation and quotation marks omitted). Thus, “an action for tortious interference
with prospective economic advantage may be based on conduct which prevents the
making of contracts.” Owens v. Pepsi Cola Bottling Co.,
330 N.C. 666, 680 (1992).
73. For these claims, “a plaintiff may recover his actual damages flowing from
the tortious conduct.” United Labs., Inc. v. Kuykendall,
335 N.C. 183, 191 (1993).
74. LoRusso Ventures has shown by a preponderance of the evidence that it had
valid contractual relationships with IHG and LaQuinta to provide its bed skirt
product, that Stansell knew of these contracts, that Stansell intentionally induced
IHG and LaQuinta not to perform the contracts, that Stansell did so without legal
justification, and that Stansell’s conduct resulted in actual harm. Alternatively, if
the evidence is insufficient to show that IHG’s and LaQuinta’s selections of LoRusso
Ventures as a supplier gave rise to valid contractual relationships, then LoRusso
Ventures has shown by a preponderance of the evidence that contracts with IHG and
LaQuinta would have ensued from these selections but for Stansell’s unjustified
interference.
75. LoRusso Ventures has shown by a preponderance of the evidence that
Stansell’s intentional interference caused it harm in an amount no less than $90,000
(for IHG) and $218,000 (for LaQuinta). LoRusso Ventures suffered substantial
additional harms from the disruption of its relationships with IHG and LaQuinta,
but these harms are difficult to quantify. Accordingly, the Court concludes that
LoRusso Ventures is entitled to recover compensatory damages from Stansell in the
amount of $308,000.
76. LoRusso Ventures has shown by clear and convincing evidence the
aggravating factors of malice and willful and wanton conduct. Stansell’s conduct, as
reflected in the Court’s findings, was egregious, malicious, and willful.
77. In its discretion, the Court concludes that LoRusso Ventures is entitled to
recover punitive damages from Stansell in the amount of $200,000. This amount is
appropriate when considering the reprehensibility and duration of Stansell’s conduct,
the actual damages suffered by LoRusso Ventures, and Stansell’s concealment of his
conduct. Also, this amount is appropriate when considering the purposes of punitive
damages, namely “to punish a defendant for egregiously wrongful acts and to deter
the defendant and others from committing similarly wrongful acts.” N.C.G.S. § 1D-1.
78. LoRusso’s Counterclaims. LoRusso asserts counterclaims for breach of
contract, declaratory judgment, and defamation.
79. The elements of a claim for breach of contract are the “(1) existence of a valid
contract and (2) breach of the terms of that contract.” Poor v. Hill,
138 N.C. App. 19,
26 (2000).
80. “A contract that is plain and unambiguous on its face will be interpreted by
the court as a matter of law.” Schenkel & Schultz, Inc. v. Hermon F. Fox & Assocs.,
P.C.,
362 N.C. 269, 273 (2008).
81. If the contract does not define a term, then “non-technical words are to be
given their meaning in ordinary speech, unless the context clearly indicates another
meaning was intended.” Singleton v. Haywood Elec. Membership Corp., 357 N.C. 623,
629 (2003) (quoting Gaston Cnty. Dyeing Mach. Co. v. Northfield Ins. Co.,
351 N.C.
293, 299–300 (2000)).
82. “In every contract there is an implied covenant of good faith and fair dealing
that neither party will do anything which injures the right of the other to receive the
benefits of the agreement.” Heron Bay Acquisition, LLC v. United Metal Finishing,
Inc.,
245 N.C. App. 378, 385 (2016) (citation and quotation marks omitted).
83. “It is the policy” of North Carolina “to give the maximum effect to the
principle of freedom of contract and the enforceability of the operating agreements.”
N.C.G.S. § 57D-10-01(c).
84. The operating agreement is valid and enforceable.
85. By intentionally interfering with LoRusso’s and LoRusso Ventures’ business
relationships with IHG and LaQuinta, Stansell breached section 9.13(d) of the
operating agreement. (See Op. Agrmt. § 9.13(d) (prohibiting “interfering with or
disrupting Company’s relationship with employees, customers, agents, contractors,
representatives, or vendors”).)
86. In addition, by repeatedly disparaging LoRusso in communications with
third parties, Stansell breached section 9.13(c) of the operating agreement. (See Op.
Agrmt. § 9.13(c) (barring members from making “any statements, written or oral . . .
that would disrupt, impair, or affect adversely Company or its employees, Managers,
Members, officers, or directors, or place Company or such individuals in any negative
light”).)
87. LoRusso has not attempted to show that she suffered actual damages
resulting from these breaches of contract; even so, she is entitled to nominal damages.
See, e.g., Bryan Builders Supply v. Midyette,
274 N.C. 264, 271 (1968).
88. Accordingly, the Court concludes that LoRusso has shown by a
preponderance of the evidence that Stansell breached the operating agreement.
LoRusso is entitled to judgment on this claim in the amount of $1.
89. The Declaratory Judgment Act broadly authorizes courts “to declare rights,
status, and other legal relations, whether or not further relief is or could be claimed.”
N.C.G.S. § 1-253. This includes “a declaration of rights, status, or other legal
relations” under a contract. Id. § 1-254.
90. Stansell breached sections 9.13(c) and 9.13(d) of the operating agreement.
91. Stansell failed to cure these breaches after receiving notice of LoRusso’s
claims.
92. Stansell’s multiple breaches amount to a buy-sell event under section 7.1(a)
of the operating agreement.
93. Accordingly, the Court concludes that LoRusso has shown by a
preponderance of the evidence that she is entitled to declaratory relief. The Court
therefore declares that Stansell’s breaches of the operating agreement resulted in a
buy-sell event, triggering the provisions under section 7.1 in favor of LoRusso.
94. To recover for defamation, a plaintiff must show “that the defendant caused
injury to the plaintiff by making false, defamatory statements of or concerning the
plaintiff, which were published to a third person.” Craven v. SEIU COPE, 188 N.C.
App. 814, 816 (2008) (citation and quotation marks omitted).
95. Libel per se is “a publication which, when considered alone without
explanatory circumstances: (1) charges that a person has committed an infamous
crime; (2) charges a person with having an infectious disease; (3) tends to impeach a
person in that person’s trade or profession; or (4) otherwise tends to subject one to
ridicule, contempt or disgrace.” Phillips v. Winston-Salem/Forsyth Cnty. Bd. of
Educ.,
117 N.C. App. 274, 277 (1994). Slander per se is an equivalent oral statement.
See id.
96. In an action for defamation per se, “malice and damages are deemed
presumed by proof of publication, with no further evidence required as to any
resulting injury.” Boyce & Isley, PLLC v. Cooper,
153 N.C. App. 25, 30 (2002).
97. Stansell repeatedly told third parties in the hotel industry that LoRusso is
a “thief,” a “felon,” and an “embezzler.” These statements are false and defamatory
per se. See, e.g., Donovan v. Fiumara,
114 N.C. App. 524, 531 (1994) (observing that
“statement that individual is a ‘thief’ would be slander per se”); Matthews, Cremins,
McLean, Inc. v. Nichter,
42 N.C. App. 184, 187 (1979) (“Defamatory statements about
a businessman imputing conduct derogatory to his reputation are actionable per se if
they are uttered about him in his business relationship and affect him in his
particular occupation.”); Dunn Holdings I, Inc. v. Confluent Health LLC,
2018 NCBC
LEXIS 215, at *28 (N.C. Super. Ct. Dec. 10, 2018) (“[A] false statement that a party
has embezzled can be interpreted as an accusation that the plaintiff committed a
crime involving moral turpitude or an allegation that impeaches the plaintiff in his
trade, business, or profession.” (citation and quotation marks omitted)).
98. Stansell’s defense—that these statements are true—is not supported by any
credible evidence. Stansell knew or should have known that the statements were
false. His statements to third parties in the hotel industry affect LoRusso in her
occupation as a businesswoman in the hotel industry.
99. The Court concludes that LoRusso has shown that Stansell is liable for
defamation per se. To the extent necessary, the Court concludes that LoRusso has
established Stansell’s liability by clear and convincing evidence.
100. The Court concludes that LoRusso is entitled to recover $100,000 as
presumed damages for inconvenience and loss of reputation. This amount is
reasonable, especially when considering that Stansell made these statements
repeatedly, over a long period of time, and with the intent of destroying LoRusso’s
personal and professional relationships. See, e.g., Clark v. Clark,
280 N.C. App. 384,
402 (2021) (noting that defamation per se “allows for presumed damages . . . without
a showing of special damages”).
101. Accordingly, the Court concludes that LoRusso is entitled to a judgment on
this claim in the amount of $100,000.
IV.
CONCLUSION
102. Based on these findings of fact and conclusions of law, the Court ENTERS
FINAL JUDGMENT as follows:
a. Judgment is entered for LoRusso as to all of Stansell’s claims, and
Stansell shall take nothing with respect to these claims.
b. Judgment is entered for LoRusso Ventures as to its claims for tortious
interference with contract and prospective economic advantage, and
Stansell shall pay to LoRusso Ventures $308,000 plus prejudgment
interest in compensatory damages and $200,000 in punitive damages.
c. Judgment is entered for LoRusso as to her claims for breach of contract
and defamation per se, and Stansell shall pay to LoRusso $100,001 plus
prejudgment interest in compensatory damages.
d. Judgment is entered for LoRusso as to her claim for declaratory
judgment, and the Court DECLARES that Stansell’s breaches of the
operating agreement resulted in a buy-sell event, triggering the
provisions under section 7.1 in favor of LoRusso.
e. Postjudgment interest shall accrue on these awards at the legal rate
until the judgment is paid.
f. The costs of this action are awarded to Defendants and are taxed to
Stansell.
SO ORDERED, this the 18th day of March 2026.
/s/ Adam M. Conrad
Adam M. Conrad
Special Superior Court Judge
for Complex Business Cases
