Breach of Contract Cases

ROBERT EARL DALTON d/b/a B. DALTON & COMPANY v. DAVID CAMP, NANCY J. MENIUS, and MILLENNIUM COMMUNICATION CONCEPTS, INC. No. 495PA99-2 (Filed 20 July 2001) 1. Employer and Employee— breach of fiduciary duty — forming rival company The trial court properly granted summary judgment in favor of defendant Camp on a claim for breach of fiduciary duty arising from defendant leaving plaintiff’s employment and starting a rival company, because plaintiff employer failed to establish facts supporting a breach of fiduciary duty when no evidence suggests that defendant’s position in the workplace resulted in domination and influence over plaintiff. 2. Employer and Employee— breach of loyalty — forming rival company The trial court properly granted summary judgment in favor of defendant Camp on a claim for breach of duty of loyalty arising from defendant leaving plaintiff’s employment and starting a rival company, because plaintiff failed to establish that any independent tort for breach of duty of loyalty exists under our state law. 3. Wrongful Interference— interference with prospective advantage — employee founding rival business The trial court properly granted summary judgment in favor of defendants Camp and MCC on a claim for tortious interference with prospective advantage arising from defendant Camp leaving plaintiff’s employment and starting a rival business publishing employment newsletters, because: (1) there is no evidence that defendant Camp induced KFI into entering a contract; and (2) plaintiff employer offers no evidence showing that but for defendant Camp’s alleged interference, a contract with KFI would have ensued. 4. Unfair Trade Practices— employee founding rival business — no fiduciary relationship — no egregious or aggravating conduct The trial court properly granted summary judgment in favor of defendants Camp and MCC on a claim for unfair and deceptive trade practices under N.C.G.S. § 75-1.1 arising from defendant Camp leaving plaintiff’s employment and starting a rival business, because: (1) defendant Camp did not have a fiduciary relationship with plaintiff employer when defendant’s duties as a production manager for plaintiff were limited to those commonly associated with any employee; (2) defendant Camp did not serve his employer in the capacity of either a buyer or a seller, nor did he serve in any alternative capacity suggesting that his employment was such that it otherwise qualified as “in or affecting commerce”; and (3) there is no evidence of attendant circumstances to indicate that defendant Camp’s conduct was especially egregious or aggravating. On discretionary review pursuant to N.C.G.S. § 7A-31 of a unanimous decision of the Court of Appeals, 138 N.C. App. 201, 531 S.E.2d 258 (2000), affirming in part, reversing in part, and remanding for a new trial an order for summary judgment entered 13 July 1998 by Zimmerman, J., in Superior Court, Randolph County. This case was previously remanded by order of the Supreme Court of North Carolina for the Court of Appeals’ reconsideration in light of Sara Lee Corp. v. Carter, 351 N.C. 27, 519 S.E.2d 308 (1999). Dalton v. Camp, 135 N.C. App. 32, 519 S.E.2d 82 (1999). Heard in the Supreme Court 12 March 2001. Moser Schmidly Mason & Roose, by Stephen S. Schmidly; and Murchison, Taylor & Gibson, by Andrew K. McVey, for plaintiff-appellee. Wyatt Early Harris & Wheeler, L.L.R, by William E. Wheeler, for defendant-appellants David Camp and Millennium Communication Concepts, Inc. Moore & Van Allen, P.L.L.C., by George M. Teague, on behalf of North Carolina Citizens for Business and, Industry, amicus curiae. ORR, Justice. This case arises out of an employer’s allegations of unfair competitive activity by former employees and a new corporation formed by them. Plaintiff Robert Earl Dalton d/b/a B. Dalton & Company (“Dalton”) produced, under a thirty-six month contract, an employee newspaper for Klaussner Furniture Industries (“KFI”). Dalton hired defendant David Camp (“Camp”) to produce the publication and subsequently hired Nancy Menius (“Menius”) to assist in the production of the employee newspaper. Near the conclusion of the contract period, Dalton began negotiations with KFI to continue publication. After the contract had expired, Dalton continued to publish the employee newspaper without benefit of a contract while talks between the parties continued. During this period, Camp, who was contemplating leaving Dalton’s employ, established a competing publications entity, Millennium Communication Concepts, Inc. (“MCC”), and discussed with KFI officials the possibility of replacing Dalton as publisher of KFI’s employee newspaper. Soon thereafter, Camp entered into a contract with KFI to produce the newspaper. He resigned from Dalton’s employment approximately two weeks later. In the wake of Camp’s resignation, Dalton sued Camp, Menius, and MCC for breach of the fiduciary duty of loyalty, conspiracy to appropriate customers, tortious interference with contract, interference with prospective advantage, and unfair and deceptive acts or practices under chapter 75 of the North Carolina General Statutes. The trial court first dismissed Dalton’s claim for tortious interference with contract and subsequently granted Camp’s motion for summary judgment against Dalton for the remaining claims. In its initial review of the case, the Court of Appeals held that the trial court had properly granted summary judgment for all defendants as to the claim for unfair and deceptive trade practices. As for the claim for breach of duty of loyalty, the Court of Appeals held that summary judgment was proper for defendant Menius and improper for defendant Camp. As for Dalton’s claim of tortious interference with prospective advantage, the Court of Appeals again held that summary judgment was properly granted for defendant Menius and improperly granted for defendant Camp. Dalton v. Camp, 135 N.C. App. 32, 519 S.E.2d 82 (1999). After this Court remanded the case to the Court of Appeals for further review in light of, inter alia, our holding in Sara Lee Corp. v. Carter, 351 N.C. 27, 519 S.E.2d 308 (1999), the Court of Appeals ultimately concluded that summary judgment was properly granted for: (1) all claims against Menius, and (2) the conspiracy to appropriate customers claim against Camp and MCC. The court also held that summary judgment was improperly granted for: (1) the breach of duty of loyalty claim against Camp, (2) the interference with prospective advantage claim against Camp and MCC, and (3) the unfair and deceptive trade practices claim against Camp and MCC. For the reasons set forth below, we hold that the trial court properly granted summary judgment for all applicable claims, and we reverse those portions of the Court of Appeals opinion that hold otherwise. Thus, in sum, none of plaintiff Dalton’s claims survive. I. We begin our analysis with an examination of Dalton’s first claim against Camp which, as described in Dalton’s complaint, constituted a breach of fiduciary duty, including a duty of loyalty. From the outset, we note that Dalton argues this claim from two distinct vantage points. First, he alleges that Camp breached his fiduciary duty by being disloyal. See Long v. Vertical Techs., Inc., 113 N.C. App. 598, 604, 439 S.E.2d 797, 802 (1994) (defining fiduciary duty as one requiring good faith, fair dealing, and loyalty). Second, he argues that a separate and distinct action for breach of duty of loyalty exists and that Camp’s conduct constituted a breach of that duty. We disagree with both contentions, holding that Dalton has failed to establish: (1) facts supporting a breach of fiduciary duty, and (2) that any independent tort for breach of duty of loyalty exists under state law. Prior to trial, the trial court granted defendants’ motion for summary judgment as to all pending claims. Summary judgment is a device whereby judgment is rendered if the pleadings, depositions, interrogatories, and admissions on file, together with any affidavits, show that there is no genuine issue as to any material fact and that any party is entitled to judgment as a matter of law. N.C. R. Civ. P. 56(c); accord Fordham v. Eason, 351 N.C. 151, 159, 521 S.E.2d 701, 706 (1999). The rule is designed to eliminate the necessity of a formal trial where only questions of law are involved and a fatal weakness in the claim of a party is exposed. Econo-Travel Motor Hotel Corp. v. Taylor, 301 N.C. 200, 271 S.E.2d 54 (1980). When considering a motion for summary judgment, the trial judge must view the presented evidence in a light most favorable to the nonmoving party. Coats v. Jones, 63 N.C. App. 151, 303 S.E.2d 655, aff’d, 309 N.C. 815, 309 S.E.2d 253 (1983). Moreover, the party moving for summary judgment bears the burden of establishing the lack of any triable issue. Boudreau v. Baughman, 322 N.C. 331, 368 S.E.2d 849 (1988). Thus, the question before us is whether the Court of Appeals properly concluded that genuine issues of material fact existed as to Dalton’s claims against Camp for breach of fiduciary duty and/or breach of duty of loyalty. We address the specifics of Dalton’s arguments supporting the Court of Appeals decision in successive order. For a breach of fiduciary duty to exist, there must first be a fiduciary relationship between the parties. Curl v. Key, 311 N.C. 259, 264, 316 S.E.2d 272, 275 (1984); Link v. Link, 278 N.C. 181, 192, 179 S.E.2d 697, 704 (1971). Such a relationship has been broadly defined by this Court as one in which “there has been a special confidence reposed in one who in equity and good conscience is bound to act in good faith and with due regard to the interests of the one reposing confidence ..., [and] ‘it extends to any possible case in which a fiduciary relationship exists in fact, and in which there is confidence reposed on one side, and resulting domination and influence on the other: ” Abbitt v. Gregory, 201 N.C. 577, 598, 160 S.E. 896, 906 (1931) (quoting 25 C.J. Fiduciary § 9, at 1119 (1921)) (emphasis added), quoted in Patterson v. Strickland, 133 N.C. App. 510, 516, 515 S.E.2d 915, 919 (1999). However, the broad parameters accorded the term have been specifically limited in the context of employment situations. Under the general rule, “the relation of employer and employee is not one of those regarded as confidential.” King v. Atlantic Coast Line R.R. Co., 157 N.C. 44, 72 S.E. 801 (1911); see also Hiatt v. Burlington Indus., Inc., 55 N.C. App. 523, 529, 286 S.E.2d 566, 569, disc. rev. denied, 305 N.C. 395, 290 S.E.2d 365 (1982). In applying this Court’s definition of fiduciary relationship to the facts and circumstances of the instant case — in which employee Camp served as production manager for a division of employer Dalton’s publishing business — we note the following: (1) the managerial duties of Camp were such that a certain level of confidence was reposed in him by Dalton; and (2) as a confidant of his employer, Camp was therefore bound to act in good faith and with due regard to the interests of Dalton. In our view, such circumstances, as shown here, merely serve to define the nature of virtually all employer-employee relationships; without more, they are inadequate to establish Camp’s obligations as fiduciary in nature. No evidence suggests that his position in the workplace resulted in “domination and influence on the other [Dalton],” an essential component of any fiduciary relationship. See Abbitt, 201 N.C. at 598, 160 S.E. at 906. Camp was hired as an at-will employee to manage the production of a publication. His duties were those delegated to him by his employer, such as overseeing the business’s day-to-day operations by ordering parts and supplies, operating within budgetary constraints, and meeting production deadlines. In sum, his responsibilities were not unlike those of employees in other businesses and can hardly be construed as uniquely positioning him to exercise dominion over Dalton. Thus, absent a finding that the employer in the instant case was somehow subjugated to the improper influences or domination of his employee — an unlikely scenario as a general proposition and one not evidenced by these facts in particular — we cannot conclude that a fiduciary relationship existed between the two. As a result, we hold that the trial court properly granted defendant Camp’s motion for summary judgment as to Dalton’s claim alleging a breach of fiduciary duty and reverse the Court of Appeals on this issue. As for any claim asserted by Dalton for breach of a duty of loyalty (in an employment-related circumstance) outside the purview of a fiduciary relationship, we note from the outset that: (1) no case cited by plaintiff recognizes or supports the existence of such an independent claim, and (2) no pattern jury instruction exists for any such separate action. We additionally note that Dalton relies on cases he views as defining an independent duty of loyalty, see McKnight v. Simpson’s Beauty Supply, 86 N.C. App. 451, 358 S.E.2d 107 (1987); In re Discharge of Burris, 263 N.C. 793, 140 S.E.2d 408 (1965) (per curiam), even though those cases were devoid of claims or counterclaims alleging a breach of such duty. In McKnight, the Court of Appeals held that every employee was obliged to “serve his employer faithfully and discharge his duties with reasonable diligence, care and attention.” 86 N.C. App. at 453, 358 S.E.2d at 109. However, the rule’s role in deciding the case was limited; it was but a factor in determining whether an employer was justified in terminating an employee. The circumstance and conclusion reached in Burris are strikingly similar. At issue in that case was whether a civil service employee was properly discharged after he “knowingly... brought about a conflict of interest between himself and his employer.” Burris, 263 N.C. at 795, 140 S.E.2d at 410. In deciding the case, this Court wrote “[w]here an employee deliberately acquires an interest adverse to his employer, he is disloyal, and his discharge is justified.” Id. (emphasis added). Conspicuously absent from the Burris Court’s consideration was any claim or counterclaim seeking damages resulting from an alleged breach of a duty of loyalty. In our view, if McKnight and Burris indeed serve to define an employee’s duty of loyalty to his employer, the net effect of their respective holdings is limited to providing an employer with a defense to a claim of wrongful termination. No such circumstance is at issue in the instant case, in which Camp resigned from Dalton’s employ. Thus, we hold that: (1) there is no basis for recognizing an independent tort claim for a breach of duty of loyalty; and (2) since there was no genuine issue as to any material fact surrounding the claim as stated in the complaint (breach of fiduciary duty, including a duty of loyalty), the trial court properly concluded as a matter of law that summary judgment was appropriate for Camp. To the extent that the holding in Food Lion, Inc. v. Capital Cities/ABC, Inc., 951 F. Supp. 1224 (M.D.N.C. 1996), can be read to sanction an independent action for breach of duty of loyalty, see id. at 1229 (“There is a cause of action for violation of the duty of loyalty.”), we conclude that the federal district court incorrectly interpreted our state case law by assuming that: (1) “[sjince the [state’s] courts recognize the existence of the duty of loyalty, it follows that they would recognize a claim for breach of that duty,” id. (emphasis added); and (2) the “North Carolina . . . Supreme Court[] likely would recognize a broader claim” for a breach of fiduciary duty, id. (emphasis added). As previously explained, although our state courts recognize the existence of an employee’s duty of loyalty, we do not recognize its breach as an independent claim. Evidence of such a breach serves only as a justification for a defendant-employer in a wrongful termination action by an employee. Moreover, an examination of our state’s case law fails to reveal support for the federal district court’s contention that this Court would broaden the scope of fiduciary duty to include food-counter clerks employed by a grocery store chain. As for the holding in Long, we note that the corporate employer in that case was awarded damages for “a material breach of. . . fiduciary duty of good faith, fair dealing and loyalty” by its employees. 113 N.C. App. at 604, 439 S.E.2d at 802. Essentially, the Long court determined that the employees, who originally founded the company in question and served respectively as its president and senior vice president, owed a fiduciary duty to the parent firm and that they breached that duty by taking actions contrary to the parent firm’s best interests. Thus, the claim and damages awarded in Long resulted from: (1) a showing of a fiduciary relationship, (2) thereby establishing a fiduciary duty, and (3) a breach of that duty. No such fiduciary relationship or duty is evidenced by the circumstances of the instant case. II. As for Dalton’s claim against Camp and MCC for tortious interference with prospective advantage, this Court has held that “interfere [nee] with a man’s business, trade or occupation by maliciously inducing a person not to enter a contract with a third person, which he would have entered into but for the interference, is actionable if damage proximately ensues.” Spartan Equip. Co. v. Air Placement Equip. Co., 263 N.C. 549, 559, 140 S.E.2d 3, 11 (1965); see also Cameron v. New Hanover Mem’l Hosp., Inc., 58 N.C. App. 414, 440, 293 S.E.2d 901, 917 (affirming view that plaintiff must show that contract would have ensued but for defendant’s interference), appeal dismissed and disc. rev. denied, 307 N.C. 127, 297 S.E.2d 399 (1982). In applying the law to the circumstances of the instant case, we note the following: (1) under contract, Dalton had published a newsletter to the expressed satisfaction of KFI for thirty-six months; (2) at or about the time that the original contract expired, Dalton and KFI discussed renewing the deal; (3) such negotiations reached an impasse over two key terms (duration of the new contract and price); (4) in the aftermath of the expired original contract, the parties agreed that Dalton would continue to publish the newsletter on a month-to-month basis; (5) during this negotiating period, Camp formed a rival publishing company (MCC); and (6) while still in the employ of Dalton, Camp (representing MCC) entered into a contract with KFI to publish its newsletter. Approximately two weeks after signing the KFI deal, Camp resigned his position with Dalton, presumably in order to run MCC with his partner, Menius. Although the facts confirm that Camp joined the negotiating fray at a time when Dalton and KFI were still considering a contract between themselves, thereby establishing a proper time frame for tortious interference, two other obstacles undermine Dalton’s claim. First, there is no evidence suggesting that Camp induced, no less maliciously induced, KFI into entering a contract. According to testimony from the deposition of Mark Walker, KFI’s human resources director, it was he who approached Camp about assuming the newsletter contract, not vice versa. Moreover, Dalton admitted in his own deposition that he had no personal knowledge as to the specifics of who offered what amid conversations between Camp and Walker. Thus, nothing in the record reflects an improper inducement on the part of Camp. Second, while Dalton may have had an expectation of a continuing business relationship with KFI, at least in the short term, he offers no evidence showing that but for Camp’s alleged interference a contract would have ensued. After Dalton’s original contract expired, he met with KFI to discuss terms for a possible renewal. During the negotiation period, the parties agreed that Dalton would continue publishing the newsletter on an interim basis. However, with regard to a new contract, KF

WILLIAM EDWARD VAUGHN, Plaintiff v. CVS REVCO D.S., INC., Defendant No. COA00-159 (Filed 3 July 2001) Pensions and Retirement— anticipatory breach of contract— unfair and deceptive trade practices — Employment Retirement Income Security Act The trial court erred by concluding that plaintiffs claims for anticipatory breach of contract and unfair and deceptive trade practices, arising out of defendant’s alleged failure to honor its purported agreement with plaintiff establishing 15 February 1972 as the date of hire for purposes of determining plaintiff’s pension benefits, are preempted by the Employment Retirement Income Security Act (ERISA) under U.S.C. §§ 1001-1461 and thus subject to dismissal for lack of jurisdiction, because: (1) plaintiff’s claims do not make reference tó an ERISA plan and are based on state law; (2) a finding of preemption is not necessary to protect the objectives of ERISA; (3) plaintiff’s state law claims do not fall within any of the three categories of state laws that Congress intended ERISA to preempt; and (4) plaintiff’s claims are not against defendant’s employee benefits plan, but are instead against defendant for its anticipated failure to abide by its promise to provide pension benefits based on an agreed upon date of hire which does not concern the substance of the pension plan or the plan’s regulation. Appeal by plaintiff from order entered 5 November 1999 by Judge J.B. Allen, Jr. in Orange County Superior Court. Heard in the Court of Appeals 26 February 2001. Haywood, Denny & Miller, L.L.P., by Michael W. Patrick, for plaintiff-appellant. Yates, McLamb & Weyher, L.L.P, by Barry S. Cobb, for defendant-appellee. CAMPBELL, Judge. Plaintiff appeals the trial court’s determination that his claims are preempted by the Employment Retirement Income Security Act, 29 U.S.C. §§ 1001-1461 (ERISA), and, thus, subject to dismissal for lack of jurisdiction. On 9 June 1999, plaintiff filed an action against CVS Reveo D.S., Inc. (defendant), successor in interest to Reveo D.S., Inc. (Reveo), alleging anticipatory breach of contract and unfair and deceptive trade practices. Plaintiffs complaint alleged that he began employment with Reveo on 15 February 1972. Plaintiff later operated his own business, Vaughn Independent Pharmacy, until in or around August 1995, at which time his pharmacy was purchased by Reveo. Plaintiff further alleged that an agent of Reveo orally contracted with plaintiff for a position of employment as a salaried pharmacist at Revco’s Carrboro location. In evidence of this alleged oral contract, plaintiff received written confirmation by letter dated 5 June 1995, stating “you will retain your tenure showing a date of hire of February 15, 1972,” and “[a]ll benefits will be applicable per your tenure.” Defendant subsequently acquired Reveo, and plaintiff retained his employment with defendant. Plaintiff alleged that agents of defendant have expressly stated on numerous occasions that upon retirement plaintiff’s pension benefits will be calculated as if he were hired in or about August 1995, although the contract provides for a date of hire of 15 February 1972. Plaintiff alleged that these statements constituted an anticipatory breach of contract, and that defendant’s conduct constituted unfair and deceptive trade practices. Defendant answered plaintiff’s complaint and moved to dismiss plaintiff’s claims, arguing that they are preempted by ERISA. The trial court agreed and entered an order dismissing plaintiff’s claims for lack of jurisdiction over the subject matter. Plaintiff argues the trial court erred in its conclusion that his claims are preempted by ERISA. We agree, and reverse the order of the trial court. ERISA preempts “any and all State laws insofar as they may now or hereafter relate to any employee benefit plan” covered by ERISA. 29 U.S.C.A. § 1144(a) (1999). The text of ERISA’s preemption provision is “clearly expansive.” New York Blue Cross v. Travelers Ins., 514 U.S. 645, 655, 131 L. Ed. 2d 695, 705 (1995), However, the United States Supreme Court has recognized that the term “relate to” cannot be “taken to extend to the furthest stretch of its indeterminancy,” or else “for all practical purposes pre-emption would never run its course.” Id. Likewise, the United States Supreme Court has cautioned that “[s]ome state actions may affect employee benefit plans in too tenuous, remote, or peripheral a manner to warrant a finding that the law ‘relates to’ ” an ERISA plan. Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 100 n. 21, 77 L. Ed. 2d 490, 503 n. 21 (1983). In Shaw, the United States Supreme Court explained that “[a] law ‘relates to’ an employee benefit plan, in the normal sense of the phrase, if it [1] has a connection with or [2] reference to such a plan.” Id. at 96-97, 77 L. Ed. 2d at 501. Under the latter inquiry, where a State’s law acts immediately and exclusively upon ERISA plans, as in Mackey v. Lanier Collections Agency, 486 U.S. 825, 100 L. Ed. 2d 836 (1988) (holding that ERISA preempts a state law specifically exempting ERISA plans from an otherwise generally applicable garnishment provision), or where the existence of an ERISA plan is essential to the law’s operation, as in Ingersoll-Rand v. McClendon, 498 U.S. 133, 112 L. Ed. 2d 474 (1990) (holding that ERISA preempts a common law cause of action for wrongful discharge premised on the existence of an ERISA plan), the law impermissibly “refers to” an employment benefit plan, resulting in preemption. Cal. Div. of Lab. Stds. v. Dillingham, 519 U.S. 316, 324-25, 136 L. Ed. 2d 791, 799 (1997). A law that does not refer to ERISA plans may still be preempted if it has an impermissible connection with ERISA plans. To determine whether a state law has the forbidden connection with ERISA plans, the United States Supreme Court in Travelers adopted a pragmatic approach, “go[ing] beyond the unhelpful text [of § 1144(a)] and the frustrating difficulty of defining its key term [“relates to”], and looking] instead to the objectives of the ERISA statute as a guide to the scope of the state law that Congress understood would survive [preemption].” Travelers, 514 U.S. at 656, 131 L. Ed. 2d at 705. ERISA was enacted to “protect.. . the interests of participants in employee benefit plans and their beneficiaries ... by establishing standards of conduct, responsibility, and obligation for fiduciaries of employee benefit plans and by providing for appropriate remedies, sanctions, and ready access to the Federal courts.” 29 U.S.C.A. § 1001(b) (1999). In passing ERISA’s preemption provision, Congress intended to ensure that plans and plan sponsors would be subject to a uniform body of benefits law; the goal was to minimize the administrative and financial burden of complying with conflicting directives among States or between States and the Federal Government..., [and to prevent] the potential for conflict in substantive law... requiring the tailoring of plans and employer conduct to the peculiarities of the law of each jurisdiction. Travelers, 514 U.S. at 656-57, 131 L. Ed. 2d at 706 (quoting Ingersoll-Rand v. McClendon, 498 U.S. at 142, 112 L. Ed. 2d at 486 (1990)). “The basic thrust of the preemption clause, then, was to avoid a multiplicity of regulation in order to permit the nationally uniform administration of employee benefit plans.” Id. “[I]n light of the objectives of ERISA and its preemption clause, Congress intended ERISA to preempt at least three categories of state laws that can be said to have a connection with an ERISA plan.” Coyne & Delany Co. v. Selman, 98 F.3d 1457, 1468 (4th Cir. 1996). “First, Congress intended ERISA to preempt state laws that ‘mandate!] employment benefit structures or their administration.’ ” Id. (quoting Travelers, 514 U.S. at 658, 131 L. Ed. 2d at 707). For example, the Court in Shaw held that ERISA preempted a New York statute which prohibited employers from structuring benefit plans in a manner that discriminated on the basis of pregnancy, as well as a statute that required employers to pay employees specific benefits. Shaw, 463 U.S. 85, 77 L. Ed. 2d 490. Without preemption, such laws would subject benefit plans to conflicting directives from one state to the next. Id. “Second, Congress intended to preempt state laws that bind employers or plan administrators to particular choices or preclude uniform administrative practice, thereby functioning as a regulation of an ERISA plan itself.” Coyne & Delany Co., 98 F.3d at 1468. “Accordingly, the Court in Travelers held that ERISA did not preempt New York’s statute imposing surcharges on patients covered by certain insurers because the statute merely had an ‘indirect economic influence’ on a plan’s shopping choices but did not bind a plan to any particular choice.” Id. Third, Congress intended to preempt “state laws providing alternate enforcement mechanisms” for employees to obtain ERISA plan benefits. Travelers, 514 U.S. at 658, 131 L. Ed. 2d at 707. In considering whether a particular state law claim falls within this category, it is important to determine whether the claim is “aimed at obtaining ERISA benefits.” Coyne & Delany Co., 98 F.3d at 1471. Specifically, in Coyne & Delany Co., the Fourth Circuit emphasized that the plaintiff’s claims were not preempted by ERISA because if the plaintiff succeeded on its claims, the defendants would be liable in their individual capacities, not as an administrator or fiduciary of an ERISA plan, and the plaintiff would not be entitled to ERISA plan benefits. See also Smith v. Cohen Ben. Group, Inc., 851 F. Supp. 210, 214 (M.D.N.C.1993). In contrast to the three categories of state laws that Congress intended ERISA to preempt, “Congress did not intend to preempt ‘traditional state-based laws of general applicability [that do not] implicate the relations among the traditional ERISA plan entities . . . Coyne & Delany Co., 98 F.3d at 1469 (quoting Custer v. Sweeney, 89 F.3d 1156, 1167 (4th Cir. 1996). In the instant case, plaintiff alleged (1) a common law claim of anticipatory breach of contract, and (2) a statutory claim of unfair and deceptive trade practices. The factual basis for both of plaintiffs claims is that defendant does not intend to honor its agreement with plaintiff that allegedly established 15 February 1972 as the date of hire for purposes of determining plaintiff’s pension benefits. In light of the principles already discussed, we now consider whether plaintiff’s claims “relate to” an ERISA plan. At the outset, we hold that plaintiff’s claims do not make “reference to” an ERISA plan, and, thus, are not preempted on that basis. To be preempted for making “reference to” an ERISA plan, a law must specifically refer to ERISA plans, See Mackey, 486 U.S. 825, 100 L. Ed. 2d 836; District of Columbia v. Greater Washington Bd. of Trade, 506 U.S. 125, 121 L. Ed. 2d 513 (1992), or the cause of action must be dependent on the existence of an ERISA plan. See Ingersoll-Rand, 498 U.S. 133, 112 L. Ed. 2d 474. In the instant case, plaintiff’s claims are based on state law that applies in a variety of contexts and does not specifically refer to ERISA plans, and plaintiff’s claims are not dependent on the existence of an ERISA plan. Therefore, we must consider whether plaintiff’s claims have an impermissible “connection with” ERISA plans. We start by emphasizing that allowing plaintiff’s claims to go forward in state court would not in any way undermine the objectives of the ERISA statute. Hearing plaintiff’s claims in state court in no way threatens ERISA’s objective to “protect . . . the interests of participants in employee benefit plans and their beneficiaries ... by establishing standards of conduct, responsibility, and obligation for fiduciaries of employee benefit plans and by providing appropriate remedies, sanctions, and ready access to Federal courts.” 29 U.S.C.A. § 1001(b). Further, allowing plaintiff’s claims to survive in state court does not interfere with the purposes of ERISA’s preemption provision. Plaintiff’s claims will not subject plans and plan sponsors to “conflicting directives among States or between States and the Federal Government. . . .” Travelers, 514 U.S. at 656, 131 L. Ed. 2d at 706 (quoting Ingersoll-Rand, 498 U.S. at 142, 112 L. Ed. 2d at 474). Nor do they create “the potential for conflict in substantive law . . . requiring the tailoring of plans and employer conduct to the peculiarities of the law of each jurisdiction.” Id. Plaintiffs state law claims simply do not threaten Congress’ goal of “the nationally uniform administration of employee benefit plans.” Id. at 657, 131 L. Ed. 2d at 706. Therefore, a finding of preemption in this case is not necessary to protect the objectives of ERISA. Further, we do not feel that plaintiffs state law claims fall within any of the three categories of state laws Congress intended ERISA to preempt. First, plaintiffs state law claims do not “mandate [] employee benefit structures or their administration.” Id. at 658, 131 L. Ed. 2d at 707. The state law claims at issue here do not attempt to require an employee benefit plan with particular terms, or to regulate the types of benefits a plan may provide. They do not create reporting, disclosure, or funding requirements, nor do they define fiduciary duties or address faulty plan administration. See Coyne & Delany Co., 98 F.3d at 1471. Plaintiffs claims simply seek to enforce, or secure compensation for the breach of, an alleged agreement as to the date of hire for purposes of determining plaintiffs pension benefits. Second, plaintiffs claims do not seek to bind a plan administrator to particular choices or preclude uniform administrative practice, thereby functioning as a regulation of an ERISA plan. Plaintiffs claims are not aimed at the administrator of defendant’s employee benefits plan. Instead, plaintiff is suing defendant in its individual corporate capacity for its alleged anticipated refusal to adhere to the agreement entered into between it and plaintiff concerning plaintiff’s date of hire for pension purposes. Plaintiff’s claims do not attempt to regulate the employee benefit plan itself, but merely seek to establish the length of service plaintiff will be credited with upon retirement. Third, plaintiff’s state law claims cannot be considered an “alternate enforcement mechanism” for obtaining plan benefits. Travelers, 514 U.S at 658, 131 L. Ed. 2d at 707. Should plaintiff prevail on the damages portion of his claim, his recovery would be limited to damages against the defendant itself, and he would not be entitled to recover ERISA plan benefits. Although plaintiff does, in the alternative, seek to enjoin defendant from denying that plaintiff’s date of hire for pension purposes is 15 February 1972, we hold that the connection between such an injunction and defendant’s employee benefits plan is likewise too minimal to bring plaintiffs claims within ERISA’s preemption provision. See Smith, 851 F. Supp. at 214. We believe that plaintiffs claims are traditional state-based claims of general applicability that do not implicate the relations among the traditional ERISA plan entities. Plaintiffs causes of action function irrespective of the existence of an ERISA plan. Defendant’s liability is not premised on conditions in or a construction of defendant’s employee benefits plan. The existence of an employee benefit plan is not a factor critical to establishing liability because the same causes of action would exist if an employee benefit plan were not in existence or was merely a fraudulent scheme. See Smith, 851 F. Supp. at 213. For the foregoing reasons, we hold that plaintiff’s claims do not have the forbidden “connection with” an ERISA plan that would bring them within ERISA’s preemption provision. Defendant argues that the instant case is controlled by the decision in Middleton v. Russell Group, Ltd., 126 N.C. App. 1, 483 S.E.2d 727, disc. review denied, 346 N.C. 548, 488 S.E.2d 805 (1997), where this Court held that several of the plaintiff’s state law claims were preempted by ERISA. In Middleton, the defendant-employer hired the plaintiff as an advertising consultant and agreed to enroll the plaintiff and his family in its employee health insurance plan, which was administered by Life of Georgia (LOG). Approximately one month after the defendant-employer terminated the plaintiff’s employment, the plaintiff’s wife was injured when a brick wall fell on her. After admitting the plaintiff’s wife for medical treatment, the hospital called LOG to verify health insurance coverage. LOG referred the hospital to the defendant-employer which informed the hospital that the plaintiff’s wife was not covered. It was later discovered that the share of the plaintiff’s health insurance premium had never been deducted from his paycheck, nor had he paid the premium share directly to the company. A letter was prepared notifying the plaintiff that he was entitled to continuation coverage under the health insurance plan pursuant to the Consolidated Omnibus Reconciliation Act, 29 U.S.C. §§ 1161-67 (COBRA). This letter was never mailed because the president of the defendant-employer determined that if the plaintiff had not paid his share of the premiums, he never had health insurance coverage, and, thus, the defendant-employer was not obligated to provide continuation coverage under COBRA. The plaintiff filed suit against the defendant-employer and LOG asserting claims for: (1) breach of contract; (2) failure to provide benefits under ERISA; (3) injunctive relief to provide COBRA benefits; (4) constructive fraud; (5) negligent misrepresentation; and (6) unfair and deceptive trade practices. After the defendants failed in their attempt to remove the case to federal court, the trial court granted defendants’ motion for summary judgment on all state law claims except negligent misrepresentation. This Court affirmed based on case law that has consistently found state law claims which involve redress for mishandling benefit claims or other maladministration of employee benefit plans to be preempted. Defendant contends that plaintiff’s claims in the instant case axe likewise preempted. We disagree. The instant case is factually distinguishable from Middleton, in that here plaintiff’s claims are premised upon an alleged anticipated breach of a promise that pension benefits will be determined based upon a certain date of hire, whereas, the state law claims held to be preempted in Middleton were premised on the plaintiff’s health insurance benefits claim being mishandled. Further, our analysis of ERISA preemption law leads us to the conclusion that plaintiff’s claims in the instant case are not preempted, and we so hold. In conclusion, we reiterate that plaintiff’s claims are not against defendant’s employee benefits plan. Rather, they are against the defendant for its anticipated failure to abide by its promise to provide pension benefits based on an agreed upon date of hire. These claims neither concern the substance of the pension plan nor the plan’s regulation. The plan is only incidentally or tangentially involved. Since plaintiff’s claims are only tangential to the plan, his claims are not preempted by ERISA. See Welsh v. Northern Telecom, Inc., 85 N.C. App. 281, 354 S.E.2d 746, disc. review denied, 320 N.C. 638, 360 S.E.2d 107 (1987). Based on the foregoing, we hold that plaintiff’s claims are not preempted by ERISA. Reversed and remanded. Chief Judge EAGLES and Judge HUNTER concur.