GE Betz Inc. v. Conrad
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NO. COA13-239 NORTH CAROLINA COURT OF APPEALS Filed: 3 December 2013 GE BETZ, INC., Plaintiff, v. New Hanover County No. 07-CVS-1551 R.C. CONRAD, ROBERT DODD, BENJAMIN LUKOWSKI, BARRY OWNINGS, and ZEE COMPANY, INC., Defendants. Appeals by individual defendants and Zee Company, Inc. from judgments entered 25 July 2011 and 23 May 2012 by Judge Phyllis M. Gorham in New Hanover County Superior Court. Appeal by additional appellants from orders entered 18 and 22 June 2012 by Judge Gorham in New Hanover County Superior Court. Heard in the Court of Appeals 11 September 2013. Ellis & Winters LLP, by Matthew W. Sawchak, Stephen D. Feldman, and Zia C. Oatley, for individual defendantsappellants. Robinson Bradshaw & Hinson, P.A., by John R. Wester and Jonathan C. Krisko, for defendant-appellant Zee Company, Inc. Graebe Hanna & Sullivan, additional appellants. PLLC, by Mark R. Sigmon, for McGuireWoods, LLP, by Bradley R. Kutrow and Monica E. Webb, and Ward and Smith, P.A., by Jenna Fruechtenicht Butler and John M. Martin, for plaintiff-appellee GE Betz, Inc. -2- HUNTER, Robert C., Judge. Three categories of appellants bring distinct issues before us in this case. First, R.C. Conrad, Robert Dodd, Benjamin Lukowski, and Barry Owings (collectively individual defendants ) appeal from judgment entered 25 July 2011 by Judge Phyllis M. Gorham in New Hanover County Superior Court. On appeal, individual defendants argue that the trial court erred by: (1) misinterpreting various provisions of the employment agreement they had with GE Betz, Inc. ( GE ) and concluding that individual defendants breached their contracts, (2) allowing GE to succeed on the merits of its claims without proving causation, and (3) concluding that individual defendants used GE s trade secrets and violated N.C. Gen. Stat. § 75-1.1. After careful review, we affirm the trial court s judgment as to these individual defendants. Second, Zee Company, Inc. ( Zee ) appeals the trial court s award of damages and attorneys fees. Zee argues that the trial court erred by: (1) as a discovery sanction, allowing GE to use Zee s gross sales as a measure of compensatory damages, (2) entering punitive damages that violated defendants due process rights and were impermissibly levied on a per-defendant rather than per-plaintiff basis, and (3) awarding unreasonable attorneys fees and erroneously awarding GE fees incurred as a -3result of Zee s counterclaims. We affirm the trial court s judgment as to the measure of compensatory damages, but reverse and remand as to punitive damages and attorneys fees. Third, Mark A. Dombroff ( Dombroff ) and Thomas B. Almy ( Almy ) (collectively additional appellants ) appeal from the trial court s orders holding Almy in criminal contempt of court, ordering Almy to pay GE s attorneys fees in addition to $500.00 as a contempt sanction, and revoking the pro hac vice admissions of both Dombroff and Almy. On appeal, additional appellants claim: failed (1) the trial court to follow statutory and constitutional procedures in holding Almy in criminal contempt of court, (2) the court erred by ordering Almy to pay GE s attorneys fees because Almy was not a party under the language of the statute authorizing the fee award, and (3) the court abused its discretion by revoking additional appellants pro hac vice admissions. to Almy s criminal We reverse the trial court s orders as contempt and attorneys fees, remand for reconsideration of Almy s pro hac vice revocation, and affirm the court s order revoking Dombroff s pro hac vice admission. I. BACKGROUND A. Substantive Claims Individual defendants were employees of Betz Entec or BetzDearborn, alternative names for the same company, which was -4acquired by GE and renamed GE Betz, Inc. ( GE ). employment agreements before GE acquired the They signed company. The employment agreements contained language restricting individual defendants from directly or indirectly soliciting GE s current or prospective customers with whom the individual had any contact, communication or . . . supervisory responsibility for eighteen months after employment with GE ended. also prohibited disclosure or misuse of The agreements GE s confidential information, including sales data, formulas, costs, treatment techniques, and customer information. The agreements state that they shall be construed under and governed by Pennsylvania law. In 2006, GE s restructuring of its water treatment business resulted in the layoffs of defendants Conrad and Dodd. and Dodd began working for Zee shortly thereafter. restructuring, offered the Lukowski. GE created area manager GE did not a position positions of to increase area During the manager defendants Owings s Conrad Owings or and and Lukowski s compensation, and the position offers contained no compensation terms. On 18 July 2006, Zee offered Owings a job as a team leader ; Owings never told GE he had an offer from Zee and was allowed to remain working at GE for two weeks after Zee s offer. Following the area manager offers, GE began to email Owings and Lukowski descending sales reports, which contained reports of actual sales and sales forecasts of about 175 GE -5customers. Owings and Lukowski ultimately resigned; Owings never received an offer letter for the area manager position and Lukowski stated via letter that he wanted to evaluate other opportunities inside and outside the water treatment industry. Lukowski continued receiving descending sales reports from GE after he hinted at resignation immediate flight risk. and was considered to be an Lukowski did not notify GE that he was leaving until two weeks after signing an employment agreement with Zee and did not notify GE he was joining a competitor. Shortly after resigning, Owings and Lukowski started working for Zee. The trial court found as fact that Owings and Lukowski affirmatively misled GE about their post-resignation plans. Lukowski asked GE for a copy of his employment agreement, but did not receive it until weeks after beginning employment with Zee. and In the interim between beginning employment with Zee Lukowski contacted customers he previously helped while employed by GE. The trial court receiving found his as employment fact that agreement, all individual defendants began contacting former GE customers that they or another team member serviced or supervised while employed by GE and that Zee knew about and encouraged this conduct. GE learned of these tactics and sent cease-and-desist letters enclosed with copies of the employment agreements to Lukowski, Dodd, and Zee s President, Robert Bullard. GE informed Zee that individual defendants were -6 cross-selling to each other s former GE customers and directly contacting GE customers. Zee responded that individual defendants were not competing with GE because they were selling products unrelated to the water treatment industry. GE sued Zee and individual defendants in April 2007. GE sought a preliminary injunction to preclude all defendants from contacting around 175 companies that GE contended were covered by individual defendants non-solicitation clauses. court granted companies the injunction ( carve-outs ) contracts. with except which as Zee to had ten The trial carve-out already obtained GE retained its claim for monetary recovery for Zee s sales to the carve-outs, and GE ultimately sought damages for conduct regarding eight of the carve-outs.1 The from employment directly agreements or forbade indirectly . . individual . defendants call[ing] upon, communicat[ing] or attempt[ing] to communicate with any customer . . . for the purpose of selling competing products, services, or equipment. Pennsylvania law The trial that court indirect determined as communication a matter occurs when of a member of a sales team contacts a prohibited customer of another team member. The court granted GE s motion in limine to prevent individual defendants from introducing parole evidence 1 These eight carve-outs were CMS Generation, DAK, Danaher Controls, Intercontinental Hardwoods, OMI, Shamrock Environmental, Shaw Environmental, and Wayne Memorial Hospital. -7as to the meaning of the terms switching or cross-selling in their employment agreements. The trial court also excluded evidence that GE s customer departures stemmed from causes other than defendants actions. However, the trial court admitted evidence of a lawsuit filed 12 September 2006 by another water treatment company, Chem-Aqua, in which Chem-Aqua alleged that Zee tortiously employees, among interfered other with the claims. contracts The case of Chem-Aqua settled with Zee admitting no wrongdoing and no money exchanging hands between the parties. The trial court ultimately ruled that all individual defendants violated their employment agreements by indirectly or directly soliciting GE customers and breaching confidentiality terms and that Owings and Lukowski responsibility while employed by GE. exercised supervisory All defendants were held liable for misappropriating trade secrets, violating N.C. Gen. Stat. § 75-1.1, tortiously and interfering contracts. The damages attorneys and court Zee was with individually individual awarded fees and GE held defendants compensatory costs. liable Zee employment and and for punitive individual defendants filed timely notices of appeal. B. Damages and Attorneys Fees Following the trial court s final ruling in its favor, GE had the option of seeking disgorgement of Zee s profits or its -8own lost profits as damages for its claim of unfair or deceptive practices pursuant to section 75-1.1. 2 It sought to ascertain Zee s profits generated from sales to eight of the carve-outs identified in the preliminary injunction. course of more documentation of than its two net years, profits Zee from However, over the failed the contravention of multiple orders to compel. to produce carve-outs, in The trial court also reopened depositions upon motion from GE at which Zee had the opportunity to present evidence of its net profits generated from the carve-outs, but Zee s witnesses declined to do so. Months later, Zee designated defendant Owings to proffer that the industry-wide net profit margin averages between 10 and 12 percent. GE filed a motion on 12 February 2010 seeking discovery sanctions for Zee s refusal to provide net profit data for its sales to the carve-outs. The trial court granted GE s motion and sanctioned Zee by permitting GE to use Zee s gross sales to 2 The claim of unfair or deceptive practices subsumed the claims for breach of contract, tortious interference, and misappropriation of trade secrets in the damages phase of litigation because the same conduct gave rise to all claims. See Decker v. Homes, Inc./Constr. Mgmt. & Fin. Grp., 187 N.C. App. 658, 666, 654 S.E.2d 495, 501 (2007) ( [W]here the same source of conduct gives rise to a traditionally recognized cause of action, as, for example, an action for breach of contract, and as well gives rise to a cause of action for violation of G.S. 75-1.1, damages may be recovered either for the breach of contract, or for violation of G.S. 75-1.1, but not for both. ) (citation and quotation marks omitted). -9the carve-outs as the basis for its compensatory damages, as well as prohibiting Zee and Zee s witnesses from offering any evidence regarding GE s damages. GE subsequently elected to use the measure of gross sales to eight of the carve-outs, totaling $288,297.00, as compensatory damages. The trial court entered judgment awarding GE $288,297.00 in compensatory damages against all defendants jointly and severally based on these gross sales. The trial court conducted a separate hearing to assess GE s requests for punitive damages and attorneys fees. In its final judgment, the court found that each defendant individually had engaged in acts that warranted the maximum amount of punitive damages allowed by N.C. Gen. Stat. § 1D-25(b). As such, it awarded punitive damages in the amount of $864,891.00, three times the defendant compensatory individually, damages of totaling $288,297.00, $4,324,455.00 against in each punitive damages. GE also sought reimbursement for attorneys fees from all defendants, jointly and severally, based on N.C. Gen. Stat. §§ 75-16.1, 66-154(d), and 1D-45. It submitted billing summaries from both Ward and Smith P.A. ( Ward and Smith"), its North Carolina law firm, and Paul Hastings LLP ( Paul Hastings ), its New York law firm. Over $3 million of the $5,769,903.10 requested by GE was billed by Paul Hastings attorneys. Paul Hastings lead attorney billed GE at rates between $633.25 and -10$675.75 per hour over the course of the litigation, reduced from her standard rates between $745.00 and $915.00 per hour 3 ; its associate attorneys billed GE at rates varying between $289.00 and $552.50 per hour. Ward and Smith s lead attorneys billed GE at rates between $270.00 and $390.00 per hour. awarded GE the full amount of its fee The trial court request jointly and severally against defendants $5,769,903.10 in attorneys fees and $69,888.32 in costs. costs against individual It also awarded GE $188,043.12 in defendants, jointly and severally, pursuant to their employment agreements. In sum, the trial court awarded GE $10,640,586.55. C. Additional Appellants Additional appellants are members of Dombroff, Jaques & French, P.A. ( the Dombroff firm ). Gilmore, At the outset of the underlying litigation, defendants were represented by the law firm of Mullen ). Williams Mullen Maupin Taylor P.A. ( Williams Defendants released Williams Mullen in April 2010 and retained the Dombroff firm to represent them against GE and in a malpractice Virginia case action ) brought against in Virginia Williams federal Mullen court arising ( the out of Williams Mullen s representation of defendants in the underlying case. Additional appellants are licensed to practice law in the Commonwealth of Virginia and the District of Columbia; they were 3 Prices increased annually over the course of the litigation. -11admitted pro hac vice to represent defendants in the underlying North Carolina action. Shortly after GE initiated its case against defendants, two protective orders were entered which governed the treatment of confidential documents. Both orders prohibited the use of confidential information, including any customer list, for any purposes except in furtherance of the prosecution or defense of this action ; the orders also stated that confidential information shall not be used or disclosed by any person for any other purpose. GE filed its first motion to enforce the protective orders on 12 October 2011, claiming that Dombroff had violated the orders on three separate occasions by introducing confidential documents during depositions taken in the Virginia action. Additional appellants claimed that GE had agreed to the use of the documents, marking them as confidential, and separating them from the other exhibits in the Virginia action. The trial court found that the protective order had been violated and warned that further unauthorized disclosure should not occur again . . . unless the attorney for GE and [additional appellants] have some agreement or have a court order and that any further documents . . . will remain confidential documents. The trial court further stated that additional violations may result in the offending attorneys being held in contempt. -12On Thursday, 15 March 2012, Almy electronically filed a brief in the Virginia action in opposition to Williams Mullen s motion for summary judgment; attached to the brief was GE s customer list, which had been designated as confidential and maintained under seal in the underlying litigation. The brief and attached customer list were filed via the court s CM/ECF 4 system and were therefore publicly available through PACER 5 . On the afternoon of Friday, 16 March 2012, GE s counsel learned of the public filing of GE s customer list and Dombroff firm, asking that it be taken down. contacted the Almy and other attorneys in the Dombroff firm reviewed the matter over that weekend, and on the afternoon of Tuesday, 20 March 2012, they filed a consent motion to remove the customer list from the docket. The court entered the consent order on 21 March 2012 and the customer list was removed. It was available to the public for six days. On Monday, 19 March 2012, GE filed motions seeking sanctions against both Dombroff and Almy under Rule 37 of the North Carolina Rules of Civil Procedure and an order for them to show cause why they should not be held in contempt of court. These matters were heard on 19 April 2012. Almy argued that he was aware of the protective order on the client list, but he did 4 5 CM/ECF stands for Case Management/Electronic Case Files. PACER stands for Public Access to Court Electronic Records. -13not think that it was confidential at the time of filing because GE had attempted to offer the list into evidence twice before and had However, questioned Almy a witness admitted at about the the hearing list that in he open court. violated the protective order when he filed the customer list and took full responsibility for doing so. The trial court ruled on GE s motion for sanctions on 31 May 2012 and entered a written order on 22 June 2012. The court held Almy in criminal contempt of court, ordered him to pay GE $500.00 as a sanction for his willful violation of the protective orders, and ordered him to pay the attorneys fees incurred by GE in its pursuit of sanctions. Additionally, the court revoked the pro hac vice admissions of both Dombroff and Almy. Additional appellants filed timely notices of appeal. II. DISCUSSION OF INDIVIDUAL DEFENDANTS APPEAL A. Employment Agreements 1. Indirect Solicitation Individual misinterpreted employment defendants first the indirect term agreements. They argue that the trial solicitation contend that the in term court their was ambiguous, that the trial court overly relied on Diversey Lever, Inc. v. Hammond, 1997 WL 28711 (E.D. Pa. Jan. 24, 1997), and that the indirect solicitation restriction is against North -14Carolina public policy. After careful review, we affirm the trial court s judgment as to this issue. Contract interpretation is a question of law to be reviewed de novo. Harris v. Ray Johnson Constr. Co., 139 N.C. App. 827, 829, 534 S.E.2d 653, 654 (2000). Under a de novo review, the court considers the matter anew and freely substitutes its own judgment for that of the lower tribunal. Craig v. New Hanover County Bd. of Educ., 363 N.C. 334, 337, 678 S.E.2d 351, 354 (2009). Issues involving contract interpretation are analyzed under Pennsylvania law in this case due to the choice of law clause in the employment agreements. Individual defendants first argue that the term indirect solicitation is ambiguous. Under Pennsylvania law, [w]hen the words of a contract are clear and unambiguous, the intent of the parties must be ascertained from the language employed in the contract, which shall be given its commonly accepted and plain meaning. TruServ Corp. v. Morgan's Tool & Supply Co., 39 A.3d 253, 260 (Pa. 2012). Pennsylvania state courts define ambiguity as duplicity, indistinctness or uncertainty of meaning of an expression used Estate, 26 courts have authority Pa. not from in a Super. yet written 443, instrument. 449 interpreted Pennsylvania (1904). the federal In re Miller s Pennsylvania word courts state indirect, shows that but a restrictive covenant prohibiting a defendant from directly or -15indirectly engaging in certain conduct was unambiguous, because to rule otherwise would negate the words from the contract. Plate Fabrication & Machining, Inc. v. Beiler, 2006 WL 14515, at *5 (E.D. Pa. Jan. 3, 2006). We find this reasoning persuasive. Evidence of individual defendants direct and indirect crossselling to former GE customers was presented at trial, and the trial court evidence. made The detailed trial factual court findings properly based interpreted on that indirect solicitation to include one individual defendant soliciting a carve-out customer with whom previously had contact at GE. another individual defendant The trial court was therefore correct in excluding parol evidence regarding the meaning of indirect solicitation, because the term, under Pennsylvania law, was unambiguous. See Plate Fabrication, 2006 WL 14515, at *5. Individual defendants next relied too heavily on Diversey. argue that the trial court In Diversey, the United States District Court for the Eastern District of Pennsylvania held that employees violated the indirect solicitation clause of their employment agreements by contacting each other s former customers, without direct evidence that the affirmatively aided each other with the solicitations. at *22. employees Diversey The court found that the defendants used concerted -16action through a shell company and its employees to accomplish indirectly what they cannot do directly . Id. Though Diversey is not controlling, the logic used by the Diversey court is persuasive. the Diversey court noted On a very similar set of facts, that allowing the defendants to continue using third-party employees of their new company to solicit former customers of their old company would go wholly against the indirect solicitation clause of their contract. Id. In the present case, allowing individual defendants to solicit each other s former customers would nullify the word indirectly out of the contract. The trial court found as fact, and we find competent evidence to support the findings, that each individual, in concert, solicited former GE customers through the other individual defendants as proxy. The trial court was not bound by Diversey, but was permissibly guided by its reasoning breaching the in finding indirect employment agreements. individual defendants solicitation liable clauses of for their We find the trial court did not err by adopting the reasoning set forth by the Diversey opinion, given its factual similarity to this case. Individual defendants also contend that the indirect solicitation provision of the employment contracts is against North Carolina public policy for being overbroad. Under North Carolina law, a restrictive covenant can be no wider in scope -17than is necessary to protect the business of the employer. Manpower of Guilford Cnty., Inc. v. Hedgecock, 42 N.C. App. 515, 521, 257 S.E.2d 109, 114 (1979). that the indirect necessary to Individual defendants argue solicitation protect GE s provisions business. exceed They also the scope assert that upholding such a provision would effectively bar employers from hiring former GE employees, since none of the company s other employees disagree would with solicitation be this permitted broad provision to solicit GE characterization and its customers. of speculative the We indirect effect on the and there is market. First, the trial court found as fact, competent evidence to support the finding, that Zee engaged in a concerted effort to exclusively hire former GE employees that would specifically target GE customers. This is distinguishable from a situation where a company hires employees who happened to have worked at GE. water treatment Second, GE s share of the North Carolina market was only 3%, leaving market of non-GE customers to solicit. defendants threatened theory, to drive protecting Zee out GE s of 97% of the Contrary to individual own the Zee market North share Carolina hardly water treatment market and did not exceed the scope necessary for GE to protect its business. Third, the indirect solicitation provision of the employment contracts only lasted for eighteen -18months after the individuals left GE. Such time constraint was not it unreasonable in scope because allowed GE s other employees to build relationships with and retain its customers that were serviced by individual defendants before those individuals could begin soliciting the customers on behalf of their new company. See Redlee/SCS, Inc. v. Pieper, 153 N.C. App. 421, 426, 571 S.E.2d 8, 13 (2002) ( [T]wo to five years has repeatedly been held a reasonable time restriction in a noncompetition agreement. ) (citation omitted). Because indirect solicitation clauses in the individual employment agreements did not exceed the scope the defendants necessary to protect GE s business, we find that the indirect solicitation clauses do not violate North Carolina public policy. In sum, we affirm the trial court s conclusion that individual defendants breached the indirect solicitation terms of their employment agreements. 2. Confidentiality Provisions Individual defendants next claim that the trial court erred in analyzing the confidentiality clauses of the employment agreements by relying only on circumstantial evidence and the Diversey reasoning, which they argue is flawed. We affirm the trial court s conclusion that individual defendants breached the confidentiality terms of their agreements. -19 Conclusions of law drawn by the trial court from findings of fact are reviewable de novo on appeal. its Carolina Power & Light Co. v. City of Asheville, 358 N.C. 512, 517, 597 S.E.2d 717, 721 (2004). This is a question of evidentiary weight and not contract interpretation; as such, we apply North Carolina law rather than Pennsylvania law because the choice employment agreements does not apply. of law clause in the In this state, [t]he law makes no distinction between the weight to be given to either direct or circumstantial evidence. 1, 36, 310 S.E.2d 587, 607 (1984). a defendant competing acquired business a State v. Adcock, 310 N.C. Circumstantial evidence that plaintiff's was customer previously contracts held for a sufficient circumstantial evidence to sustain a finding that the defendant knew of the confidential information, had the opportunity to acquire it for his own use and did so[,] and thus violated a confidentiality agreement in the employment contract between the plaintiff and the defendant. Byrd's Lawn & Landscaping, Inc. v. Smith, 142 N.C. App. 371, 377, 542 S.E.2d 689, 693 (2001). There is competent evidence in the record to support the court s findings that individual defendants worked for GE and were exposed to confidential information as part of their employment, and that individual defendants utilized GE pricing formulas and proposals to create the same for Zee in soliciting -20carve-out customers. Therefore, it can reasonably be inferred through this circumstantial evidence that individual defendants, like the defendant in Byrd s, knew of the confidential information, had the opportunity to acquire it for [their] own use and did so. 693. Byrd s, 142 N.C. App. at 377, 542 S.E.2d at Because GE introduced sufficient evidence for the trial court to reasonably find that each individual defendant acquired confidential that such information information proposals, we during was affirm their utilized the trial employment by Zee court s in with its GE and customer conclusion that individual defendants breached the confidentiality clauses of the employment agreements. 3. Supervisory Responsibility Individual defendants misinterpreted the term next failed to find the that supervisory disregarding its plain meaning. court claim the trial court responsibility by They also argue that the trial provision ineffective for lack of consideration and salary terms when Owings and Lukowski took the area manager positions. We disagree. As this is a contract interpretation issue, we assess the trial court s application of Pennsylvania law. standard of Carolina law. review for this Court remains However, the based on North See Sears Roebuck & Co. v. Avery, 163 N.C. App. 207, 211, 593 S.E.2d 424, 428 (2004) (applying Arizona law to -21interpret a contract based on a choice of law provision, but reviewing the trial court s order based on a North Carolina standard of review). Contract interpretation is a question of law, which is reviewed de novo on appeal. Harris v. Ray Johnson Constr. Co., 139 N.C. App. 827, 829, 534 S.E.2d 653, 654 (2000); Carolina Power & Light Co., 358 N.C. at 517, 597 S.E.2d at 721. Under Pennsylvania law, when a contract does not define a term, that term takes its ordinary meaning. Kripp v. Kripp, 849 A.2d 1159, 1163 (Pa. 2004). The non-solicitation employment contracts clauses in individual defendants forbade communication with any customer, representative, or prospective customer with whom the employee had any contact, supervisory communication responsibility . or for Owings which and [e]mployee Lukowski claim had that when they began acting as area managers, the scope of the nonsolicitation clauses expanded supervisory responsibility. fact that Owings responsibility prior and to because they exercised greater Though the trial court found as Lukowski taking exercised positions as supervisory area managers, individual defendants challenge the court s interpretation of supervisory responsibility giving rise to that finding. Individual defendants first argue that the trial court misapplied the term supervisory responsibility and that the term implicitly requires overseeing and being accountable for a -22customer relationship. Lukowski and Owings managed teams of regional salespeople in North Carolina. of sales representatives and Owings managed a team oversaw customer sales, forecasting, and customer contacts prior to taking the position as area manager. representatives, customer Lukowski participated information, and managed in personnel developed responsible for a region of team of sales review, collected reports sales taking the position as area manager. were a prior to In those positions they North Carolina sales supervised a team of salespeople to solicit business for GE. and We find that such conduct constitutes supervisory responsibility under the plain meaning of the words. See Profit Wize Mktg. v. Wiest, 812 A.2d 1270, 1274-75 (Pa. Super. Ct. 2002) ( As the parties have the right to make their own modify the plain meaning of the contract, we will not words under the guise of interpretation or give the language a construction in conflict with the accepted meaning of the language used. ). As such, we affirm the trial court s application of Pennsylvania law in its conclusion that Owings and Lukowski exercised supervisory responsibility before taking positions as area managers. Individual defendants also argue that the supervisory responsibility provision is invalid for lack of consideration. Individual defendants claim that no Pennsylvania law is on point and therefore cite to a Massachusetts case holding that when a -23restrictive covenant is greatly expanded, new consideration is necessary for that covenant to be enforceable. F.A. Bartlett Tree Expert Co. v. Barrington, 233 N.E.2d 756, 758 (Mass. 1968). Under the rule in Barrington proffered by individual defendants, [t]he question to be decided is whether the change in the duties . . . resulted in a revocation of the previous employment agreement which modification of consideration. would that require agreement new consideration, which would not or in require a new See Mail-Well Envelope Co. v. Saley, 497 P.2d 364, 368 (Ore. 1972) (applying the Barrington rule to hold that an employment agreement was modified, rather than revoked by implication, and therefore did not require new when an employee obtained supervisory duties). consideration Even applying individual defendants proffered rule, we find that Owings s and Lukowski s consideration restrictive when they covenants became area did not managers. require Owings new and Lukowski managed sales teams, conducted personnel review, and oversaw customer sales, forecasting, and customer contacts prior to taking positions as area managers. As area managers, they began receiving descending sales reports containing information related to about 175 GE customer accounts but kept performing their key duties as before. We hold, due to the similar duties before and after acquiring area manager status, that Owings s -24and Lukowski s employment agreements were modified only in title, and therefore did not require new consideration. Likewise, individual defendants contention that their oral agreements to area manager positions were ineffective for lack of a salary term also fails. Because Owings and Lukowski exercised supervisory responsibility before their transitions to area managers, the terms of their employment agreements did not change Owings s with and their titles. Lukowski s Additionally, contracts were because modified we find rather than revoked, we conclude that their transition to area managers did not require a new salary term for their employment agreements to be enforceable. See Saley, 497 P.2d at 368. 4. Equitable Estoppel As an additional matter to the terms of the agreement, individual defendants claim that GE was estopped from penalizing Lukowski for breaching his employment agreement because GE told Lukowski that agreement. it could not locate a copy of his employment We disagree. The essential elements of estoppel are (1) conduct on the part of the party sought to be estopped which amounts to a false representation or concealment of material facts; (2) the intention that such conduct will be acted on by the other party; and (3) knowledge, actual or constructive, of the real facts. The party asserting the defense must have (1) a lack of knowledge and the means of knowledge as to the real facts in question; and (2) relied upon the conduct of -25the party prejudice. sought to be estopped to his Friedland v. Gales, 131 N.C. App. 802, 807, 509 S.E.2d 793, 79697 (1998). GE s failure to immediately present Lukowski with a copy of his employment agreement did not relieve Lukowski of the duties imposed on him by that agreement. GE never informed Lukowski that he had no employment agreement - only that GE could not locate a copy of it, and that he should refer to his personal records since he was provided a copy when he began employment with GE. employment concealment GE s inability agreement of was to locate not material the facts designed to protect against. a false that copy of Lukowski s representation equitable estoppel or was See id. We therefore affirm the trial court s conclusion that Lukowski was still subject to the obligations of the employment agreement even if GE temporarily could not locate a copy of it. B. Causation Individual defendants next claim that the trial court s exclusion of evidence relevant to whether GE s customers left for reasons other than individual defendants behavior was in error because GE failed to prove but-for causation. GE claims that the exclusion of such evidence did not negate its burden to -26prove but-for causation and that causation was proven. We affirm the trial court s exclusion of the evidence. A trial court s decision to exclude evidence is reviewed for an abuse of discretion. Media Network, Inc. v. Long Haymes Carr, Inc., 197 N.C. App. 433, 458, 678 S.E.2d 671, 687 (2009). The test for abuse of discretion is whether a decision is manifestly unsupported by reason, or so arbitrary that it could not have been the result of a reasoned decision. Little v. Penn Ventilator Co., 317 N.C. 206, 218, 345 S.E.2d 204, 212 (1986) (quotation marks and citation omitted). A plaintiff may recover on a claim of unfair or deceptive practices where the plaintiff demonstrates the act of deception proximately caused some adverse impact or injury. Walker v. Sloan, 137 N.C. App. 387, 399, 529 S.E.2d 236, 245 (2000) (citation omitted). motion in appeal the preserve limine is typically admissibility the exclusion of of insufficient evidence; evidence making a specific offer of proof. to however, for A preserve for a party may review by appellate Ziong v. Marks, 193 N.C. App. 644, 647-48, 668 S.E.2d 594, 597 (2008). The record indicates that individual defendants preserved the issue of excluded evidence for appeal by making offers of proof regarding why GE customers moved their business away from GE. Accordingly, we will address this argument. -27Though the trial court excluded evidence that may have shown other reasons GE customers moved their business away from GE, such exclusion does not equate to a ruling that GE did not have to prove causation. GE needed only to show that individual defendants GE acts caused some injury, not that individual defendants acts were the exclusive reason for GE s customer loss. See Walker, 137 N.C. App. at 399, 529 S.E.2d at 245. Zee conceded at oral argument that revenue that went to Zee would have gone to GE but for Zee s conduct. sufficient findings evidence that individual moved the in the carve-outs defendants their defendants reasons GE to business a sufficient other were support Zee than We to as find prove the customers and conduct and GE s injury. for to solicitation solicitation. independently record Additionally, there is court s prior to that the carve-outs result of individual that such causation evidence between is Zee s Even if GE might have lost customers individual defendants conduct, such evidence would not negate the fact that individual defendants improperly solicited and unjustly profited from the carve-out customers, thus causing therefore meeting the some element amount of of injury causation in to GE s GE and claims. Therefore, the exclusion of evidence pertaining to other reasons GE s customers may have moved their business was not arbitrary or manifestly unsupported by reason. Little v. Penn -28Ventilator Co., 317 N.C. at 218, 345 S.E.2d at 212. Because GE submitted sufficient evidence that individual defendants caused GE injury, we find the trial court did not abuse its discretion by excluding evidence of other potential sources of loss of customers for GE. C. Trade Secrets and Unfair or Deceptive Practices 1. Trade Secrets Individual represented as defendants a trade argue secret definition of a trade secret. prima facie trade secrets, and trade secrets were court s case conclusion that not the information meet the GE statutory GE contends that it established a individual that did individual acquired that defendants defendants properly. individual misappropriated failed We to affirm defendants show the the trial misappropriated GE s trade secrets. In North Carolina: Trade secret means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process that: a. Derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and -29b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. N.C. Gen. Stat. § 66-152(3) (2011). cost history records; pricing policies, constitute information; and customer lists Byrd s, N.C. App. 376, 142 This Court has held that at 542 S.E.2d formulas, trade at 692; and secrets. Sunbelt Rentals, Inc. v. Head & Engquist Equip., L.L.C., 174 N.C. App. 49, 59, 620 S.E.2d 222, 230 (2005); Drouillard v. Keister Williams Newspaper Servs., Inc., 108 N.C. App. 169, 173, 423 S.E.2d 324, 327 (1992). To make a prima facie case of trade secret misappropriation, a plaintiff must show that a defendant: (1) [k]nows or should have known of the trade secret; and (2) [h]as had a specific opportunity to acquire it for disclosure or use or has acquired, disclosed, or used it without the express or implied consent or authority of the owner. § 66 155 (2011). N.C. Gen. Stat. A claim for misappropriation of trade secrets may be proven through circumstantial evidence. App. at 376, 542 S.E.2d at 692. Byrd s, 142 N.C. A trade secret must be alleged with sufficient particularity . . . to enable a defendant to delineate that which he is accused of misappropriating and to allow a court to decide whether misappropriation has occurred. Analog Devices, Inc. v. Michalski, 157 N.C. App. 462, 468, 579 S.E.2d 449, 453 (2003). facie case, the burden Once a plaintiff establishes a prima shifts to the defendant to rebut a -30presumption that the trade secrets were misappropriated. Sunbelt, 174 N.C. App. at 58, 620 S.E.2d at 229. Individual defendants claim that GE failed to identify what information was a trade secret with sufficient particularity. GE specifically information, identified customer chemical proposals, formulations, historical costs, pricing and sales data that individual defendants were exposed to at GE. Such information has been held to derive independent commercial value from not being generally known. Byrd s, 142 N.C. App. at 376, 542 S.E.2d at 692. The documents and contents of GE s evidence listed alleged above were with sufficient particularity for individual defendants to delineate that which they were accused of misappropriating and for the trial court to determine whether a misappropriation occurred. See Analog Devices, 157 N.C. App. at 468, 579 S.E.2d at 453. Because GE identified the contents of the misappropriated documents with sufficient particularity, we find the trial court correctly identified the information as trade secrets. Individual defendants also claim that the GE descending sales reports, customer proposals, and other unidentified trade secrets do not satisfy the definition of a trade secret. disagree. We The descending sales reports, for example, contained history of actual sales and sales forecasts. GE s descending sales reports and customer proposals are analogous to the cost -31history records, previously customer found to be lists, and business independent commercial value. financial information projections that derives See Byrd s, 142 N.C. App. at 376, 542 S.E.2d at 692; Sunbelt, 174 N.C. App. at 58, 620 S.E.2d at 229; Drouillard, 108 N.C. App. at 173, 423 S.E.2d at 327. The trial the court was therefore correct in holding that information submitted by GE constituted trade secrets as defined in North Carolina. Additionally, individual defendants contend that GE s transmission of information to Lukowski after they determined he may be likely to leave for another company invalidates the argument that such information was a trade secret, because GE failed to maintain its secrecy. See N.C. Gen. Stat. § 66- 152(3)(b) (2011) (a trade secret must be the subject of efforts that are reasonable under the circumstances to maintain its secrecy ). This contention is unpersuasive, as Lukowski was still by bound the confidentiality terms of his employment agreement and GE could not practically employ Lukowski without giving him access to trade secret information. We also find that GE sufficiently proved misappropriation of the trade secrets. Misappropriation means acquisition, disclosure, or use of a trade secret of another without express or implied authority or consent, unless such trade secret was arrived at by independent development, reverse engineering, or -32was obtained from another person with a right to disclose the trade secret. N.C. Gen. Stat. § 66-152(1) (2011). Individual defendants failed to show that they acquired GE trade secrets through independent development, reverse engineering, or from someone who had the right to disclose them, and therefore they did not rebut GE s prima facie case for trade secret misappropriation. Because information GE identified pursuant to documents section containing 66-152 trade with secret sufficient particularity, and individual defendants failed to rebut GE s prima facie case that they misappropriated those trade secrets, we affirm the trial court as to this issue. 2. Unfair or Deceptive Practices Individual defendants argue that the trial court s error in identifying trade secrets affected the court s analysis of joint and several liability and section 75-1.1 liability. We affirm the trial court s conclusions as to both. Joint and several liability is allowed when (1) defendants have acted in concert to commit a wrong that caused an injury; or (2) committed defendants, separate even wrongs without that acting still in produced concert, an have indivisible injury. Bost v. Metcalfe, 219 N.C. 607, 610, 14 S.E.2d 648, 651 (1941). Concerted action is when two or more persons unite or intentionally act in concert in committing a wrongful act, or -33participate therein with common intent. Garrett v. Garrett, 228 N.C. 530, 531, 46 S.E.2d 302, 302 (1948). Section 75-1.1 makes unlawful unfair methods of competition in or affecting commerce, and unfair affecting commerce[.] Employees have been or deceptive N.C. found Gen. liable acts or Stat. for § practices 75 1.1 committing in or (2011). unfair 6 or deceptive acts when their actions involved egregious activities outside the scope section 75-1.1. of See employment Songwooyarn and would Trading otherwise Co., Ltd. violate v. Sox Eleven, Inc., 213 N.C. App. 49, 56-57, 714 S.E.2d 162, 167-68 (2011). This Court has held that violations of section 66-152 may also violate section 75-1.1. See Drouillard, 108 N.C. App. at 172, 423 S.E.2d at 326. [A]ll defendants need to show to maintain a cause of action under [section 75-1.1] is (1) an unfair or deceptive act or practice, or an unfair method of competition, (2) in or affecting commerce, (3) proximately causing actual injury to defendant or defendant business. Spartan Leasing v. Pollard, 101 N.C. App. 450, 400 S.E.2d 476 (1991). If the violation of [section 66-152] satisfies this three prong test, it would be a violation of N.C. Gen. Stat. § 75 1.1. Id. 6 Here, the trial court found as fact that: Here, the trial court uses the phrase unfair or deceptive trade practices. Although this language remains common in legal parlance today, the General Assembly omitted the word trade from section 75-1.1 in 1977. Ch. 747, sec. 1, 1977 N.C. Sess. Laws 1026. -3425. GE s customer proposals, chemical formulations and products, customer pricing, and other customer-specific sales information are trade secrets under N.C. Gen. Stat. §§ 66-152, et. seq. [Individual defendants] misappropriated trade secrets in violation of N.C. Gen. Stat. § 66-152, et. seq. The misappropriation of GE s trade secrets by [individual defendants] and Zee was a cause of GE s loss of business from those customers. 26. GE has introduced substantial evidence that the individual [d]efendants and Zee knew of the trade secrets at issue, had specific opportunities to disclose and use the trade secrets, did use and disclose the trade secrets, which disclosure and use was without the express or implied consent or authority of GE, and that Zee and the individual [d]efendants have been unjustly enriched as a result of the misappropriation of the trade secrets at issue. 27. The acts of the individual defendants and Zee constitute unfair and deceptive trade [sic.] practices pursuant to [section 75-1.1]. Here, because individual defendants misappropriation of GE s trade secrets met the three prongs necessary to find a defendant liable for violating section 75-1.1, we hold that the trial court did not err in finding individual defendants liable for violating section 75-1.1. Additionally, our See id. Supreme Court has allowed individual liability for unfair or deceptive practices against employees when the employee s acts (1) involved egregious activities outside the scope of [their] assigned employment duties, and (2) -35otherwise qualified as unfair or deceptive practices that were in or affecting commerce. Dalton v. Camp, 353 N.C. 647, 656, 548 S.E.2d 704, 710 11 (2001). Here, individual defendants had ongoing employment duties to comply with the terms of their employment contracts, and by willfully violating the terms of those contracts, individual defendants committed activities outside the scope of those duties. N.C. at 656, 548 S.E.2d at 710-11. egregious See Dalton, 353 Such activity was sufficient to find individual defendants liable for violating section 751.1. Individual defendants also contend that GE failed to provide evidence that all individual defendants acted in concert to each carve-out to allow joint and several liability. Concerted action in a section 75-1.1 violation has previously been held to give rise to joint and several liability. Pinehurst, Inc. v. O'Leary Bros. Realty, Inc., 79 N.C. App. 51, 56-58, 338 S.E.2d 918, 921-22 (1986); Excel Staffing Serv., Inc. v. HP Reidsville, Inc., 172 N.C. App. 281, 288, 616 S.E.2d 349, 354 (2005). Here, there is ample evidence in the record to support the court s finding that each individual furthered a single concerted plan with Zee to solicit GE customers for Zee s enrichment. allegations Though individual defendants contend the Chem-Aqua cannot support a finding of concerted action by individual defendants, there is ample evidence irrespective of -36Chem-Aqua to show sufficient concerted action to hold individual defendants jointly and severally liable. Because the trial court properly found that individual defendants acted in concert to harm GE, joint and several liability was appropriate. As such, we affirm the trial court s judgment with regard to joint and several liability and section 75-1.1 liability. III. DISCUSSION OF ZEE COMPANY, INC. S APPEAL A. Rule 37 Sanctions and Compensatory Damages Zee first argues that the trial court erred by allowing GE to use Zee s gross sales to the carve-outs as its measure of compensatory damages rather than Zee s net profits, because the changed measure of Rule damages authorized by 37 Procedure. of as the a discovery North Carolina sanction Rules is of not Civil We disagree. Rule 37 of the North Carolina Rules of Civil Procedure confers power on trial judges to impose sanctions that prevent or eliminate attorneys Servs., (2003). dilatory or tactics litigants. Inc., 157 N.C. on Essex App. the part of Grp., Inc. v. 360, 363, 578 unscrupulous Express S.E.2d 705, Wire 707 Sanctions for failing to obey a discovery order are within the sound discretion of the trial court and will not be overturned discretion. on appeal absent a showing of abuse of that In re Estate of Johnson, 205 N.C. App. 641, 644, -37697 S.E.2d 365, 367 (2010). discretion by imposing a A trial court does not abuse its severe sanction so long as that sanction is among those expressly authorized by statute and there is no specific evidence of injustice. Batlle v. Sabates, 198 N.C. App. 407, 417, 681 S.E.2d 788, 795 (2009) (citation omitted); see also Martin v. Solon Automated Servs., Inc., 84 N.C. App. 197, 201, 352 S.E.2d 278, 281 (1987) ( Even though the [Rule 37] sanctions imposed were somewhat severe, they were among those expressly authorized by the statute; thus, we cannot hold that they constitute an abuse of discretion absent specific evidence of injustice caused thereby. ). The subsection of Rule 37 which authorized the trial court to sanction Zee reads: (b)(2) Sanctions by Court in Which Action Is Pending. If a party . . . fails to obey an order to provide or permit discovery . . . a judge of the court in which the action is pending may make such orders in regard to the failure as are just, and among others the following: . . . b. An order refusing to allow the disobedient party to support or oppose designated claims or defenses, or prohibiting the party from introducing designated matters in evidence[.] N.C. Gen. Stat. § 1A-1, Rule 37(b)(2)(b) (2011). Zee conceded at oral argument that trial warranted sanctions of some kind. its behavior during Indeed, the record is -38rife with Zee s efforts to evade GE s requests for evidence of net profits made on sales to the carve-outs, including contravention of three separate orders to compel over a span of two years. trial Zee s failure to obey these orders justified the court s Hamrick, 88 decision N.C. impose 391, App. to 394, sanctions. 363 See S.E.2d 201, McCraw 202 v. (1988) (noting that Rule 37 allows trial courts to enter orders to compel and sanction failure to comply with such orders). GE was profits or entitled the to profits recover as damages garnered by Zee, disgorge Zee of its profits. Ridgway, 194 N.C. App. either and it its lost elected to See Med. Staffing Network, Inc. v. 649, 659-61, 670 S.E.2d 321, 329-30 (2009) (setting damages for violation of section 75-1.1 premised on misappropriation of trade secrets as the greater of the extent to which plaintiff has suffered economic loss or the extent to which the competitor has unjustly benefitted and remanding for measure of profits where revenue alone was too speculative However, to constitute contrary to a Zee s proper measure characterization, of the damages ). sanction imposed by the trial court did not impermissibly transform the measure of damages from profit to revenue. Rather, the court availed itself of Rule 37(b)(2)(b) by considering GE s evidence of the unfair benefit Zee generated from these transactions and -39keeping out any conflicting evidence that may have been offered by Zee. The trial court ordered that: 2. Plaintiff shall be permitted to offer evidence of Zee Company, Inc. s gross sales as the basis of Plaintiff s damages in this action. 3. Samuel Harper and Barry Owings hereby are prohibited from offering testimonial or other evidence concerning Zee s damages in this action. 4. Zee hereby is prohibited from offering any evidence in support of its damages in this action . . . . Although the court allowed GE to submit evidence of revenue as the basis of the measure of damages, it did not order that revenue displace profits in general as the target measurement. Profit is [t]he excess business transaction. 2009). of revenues over expenditures in a Black s Law Dictionary 1329 (Ninth ed. Without evidence of expenditures, the court used what figures it had to determine the improper benefit Zee gained from the transactions permissible with because the the carve-outs. fact finder This in sanction was unfair and [an] deceptive trade [sic.] practices claim[] has broad discretion in awarding damages to insure that the plaintiff is made whole and the wrongdoer does not profit from its conduct. TradeWinds Airlines, Inc. v. C-S Aviation Servs., __ N.C. App. __, __, 733 S.E.2d 162, 174 (2012). Zee conceded at oral argument that GE incurred loss as a direct result of Zee s sales to the carve- -40outs. Based on Zee s admitted, obstinate refusal to provide evidence on its net profits, we find that any lesser sanction would not have been sufficient to insure that Zee did not profit from its misconduct. This sanction was explicitly authorized under Rule 37(b)(2)(b), and because Zee concedes that it was enriched at GE s expense and its behavior during discovery was deviant enough to warrant punishment, we find that there is no evidence of injustice which may otherwise support a finding that the trial court abused its discretion by prohibiting submitting evidence of the measure of damages. N.C. App. at 201, 352 S.E.2d at 281. Zee from See Martin, 84 We therefore affirm the court s sanction and judgment as to this matter. B. Punitive Damages Zee next argues that the trial court erred by entering punitive damages that violate N.C. Gen. Stat. § 1D-25, are unconstitutionally excessive, and impermissibly punish Zee for out-of-state conduct. entered in We find that the punitive damages were contravention of North Carolina Supreme Court precedent, and therefore we must reverse and remand. This Court reviews application of the limits in N.C. Gen. Stat. § 1D-25 de novo. punitive damages Bodine v. Harris Vill. Prop. Owners Ass n, Inc., 207 N.C. App. 52, 59, 699 S.E.2d 129, 134 (2010). Under a de novo review, the court considers -41the matter anew and freely substitutes its own judgment for that of the lower tribunal. State v. Williams, 362 N.C. 628, 632-33, 669 S.E.2d 290, 294 (2008) (quoting In re Appeal of the Greens of Pine Glen, Ltd. P ship, 356 N.C. 642, 647, 576 S.E.2d 316, 319 (2003)). The statute that imposes limitations on punitive damages awards provides that: (b) Punitive damages awarded against a defendant shall not exceed three times the amount of compensatory damages or two hundred fifty thousand dollars ($250,000), whichever is greater. If a trier of fact returns a verdict for punitive damages in excess of the maximum amount specified under this subsection, the trial court shall reduce the award and enter judgment for punitive damages in the maximum amount. N.C. Gen. Stat. § 1D-25(b) (2011) (emphasis added). On appeal, Zee argues that the entry of punitive damages against each defendant individually was impermissible given our Supreme Court s interpretation of section 1D-25(b) in Rhyne v. K-Mart Corp., 358 N.C. 160, 594 S.E.2d 1 (2004). defendant language in of Rhyne section argued, as 1D-25(b) GE does here, ( [p]unitive We agree. that damages the The plain against a defendant shall not exceed . . . ) requires the application of its limits to each defendant, not each plaintiff. N.C. at 187-88, 594 S.E.2d at 19. Rhyne, 358 However, by interpreting that provision in the context of the entire statute, our Supreme -42Court held that the legislature s intent was to reduce each plaintiff s individual punitive damages award. Id. at 188, 594 S.E.2d at 20. This construction of section 1D 25(b) is further supported by the operation of other statutes within Chapter 1D. Most significantly, section 1D 15(a) directs the trier of fact to consider an exclusive list of aggravating factors when determining whether to award punitive damages. N.C.G.S. § 1D 15(a). In the absence of some legislative directive, it is assumed that the trier of fact should, as it did at common law, consider these factors as to each plaintiff's cause of action and not as to each defendant. It follows that, like section 1D 15(a), section 1D 25(b) applies to the individual jury verdict of each plaintiff. Id. at 189, S.E.2d at 20 (emphasis added). It is undisputed that the trial court here made factual findings pursuant to the provisions within Chapter 1D as to each individual defendant in analyzing whether punitive damages should be awarded. The trial court then concluded that each defendant had engaged in conduct sufficient to warrant punitive damages and entered $864,891.00 (three against times each the compensatory defendant damages individually. amount of $288,297.00) Based on the Supreme Court s holding in Rhyne, this was an erroneous application of sections 1D-25(b), because the trial court as the finder of fact considered factors not as to each plaintiff s cause of action but as to each defendant. Id. We must therefore reverse the -43trial court s judgment and remand for reentry damages in light of that and now this decision. of punitive See Musi v. Town of Shallotte, 200 N.C. App. 379, 383, 684 S.E.2d 892, 896 (2009) ( [T]his Court has no authority to overrule decisions of our Supreme Court and we have the responsibility to follow those decisions until otherwise ordered by the Supreme Court. ) violated its (citation and quotation marks omitted). Zee also argues that the trial court due process rights by awarding punitive damages against Zee for harm that it allegedly caused to Chem-Aqua, an out-of-state company which was not a party to this case. The United States Supreme Court has held the Due Process Clause forbids a State to use a punitive damages award to punish a defendant for injury that it inflicts on nonparties. Philip Morris USA v. Williams, 549 U.S. 346, 353, 166 L. Ed. 2d 940, 948 (2007). Furthermore, the Supreme Court has noted as a general rule, a [s]tate [does not] have a legitimate concern in imposing punitive damages to punish a defendant for unlawful acts committed outside of the [s]tate s jurisdiction. State Farm Mut. Auto. Ins. Co. v. Campbell, 538 U.S. 408, 421, 155 L. Ed. 2d 585, 600 (2003). In assessing punitive damages, the trial court found as fact that [t]he acts of Zee pertaining to the Chem-Aqua incident demonstrate that Zee was engaging in similar if not identical conduct that it engaged in against GE. It is unclear from the court s conclusions how -44much weight, if any, it gave to the Chem-Aqua allegations in entering the maximum amount of punitive damages. However, to ensure that Zee s constitutional rights were not violated, we remand to the trial court for new findings of fact and conclusions of law relating to punitive damages that give no consideration to Zee s out-of-state conduct toward Chem-Aqua, a nonparty to the suit. Finally, Zee argues that the aggregate amount of punitive damages in this case was unconstitutionally excessive. Because the court initially awarded punitive damages on a per-defendant rather than per-plaintiff basis and improperly conducted its statutory inquiry into whether punitive damages were warranted, we decline to reach this issue, as it involves matters which may not recur following the court s actions on remand. See Few v. Hammack Enterprises, Inc., 132 N.C. App. 291, 299, 511 S.E.2d 665, 671 (1999) (declining to consider the remaining contentions as they may not recur on remand ). C. Attorneys Fees Zee s final argument on appeal is that the $5.77 million award of attorneys fees was unreasonable and the court abused its discretion by counterclaims. We counterclaims, but awarding affirm remand reasonableness of the award. the GE fees award for new of related fees to based findings as Zee s on to Zee s the -45This Court reviews an award of attorneys fees for abuse of discretion. Blankenship v. Town & Country Ford, Inc., 174 N.C. App. 764, 771, 622 S.E.2d 638, 643 (2005). Abuse of discretion results where the court s ruling is manifestly unsupported by reason or so arbitrary that it could not have been the result of a reasoned decision. Stilwell v. Gust, 148 N.C. App. 128, 130, 557 S.E.2d 627, 629 (2001) (citation omitted). In order to determine whether the trial court has abused its discretion, we consider whether there is competent evidence to support the court s findings and whether those findings support the court s conclusions. Dyer v. State, 331 N.C. 374, 376, 416 S.E.2d 1, 2 (1992). Generally, a successful litigant may not recover attorneys fees unless such recovery is expressly authorized by statute. Hicks v. Albertson, 284 N.C. 236, 238, 200 S.E.2d 40, 42 (1973). Here, the court awarded attorneys fees incurred on GE s claims pursuant to N.C. Gen. Stat. §§ 75-16.1(1), 66-154(d), and 1D-45; it also awarded attorneys fees on Zee s counterclaims pursuant to N.C. Gen. Stat. §§ 75-16.1(2) and 6-21.5. Zee does not argue that the trial court erred by awarding fees to GE based on GE s claims; rather, it argues that the court erred by awarding fees based on Zee s counterclaims and that the total attorneys fees amount was unreasonable. We hold that the court did not err by awarding fees on Zee s counterclaims, but we remand to the trial -46court for a redetermination of the reasonableness of the total fee award. Under section attorneys fees to 75-16.1(2), a a defending trial party court award the where may party instituting the action knew, or should have known, the action was frivolous and malicious. (2011). N.C. Gen. Stat. § 75-16.1(2) Section 6-21.5 requires a finding that there was a complete absence of a justiciable issue of either law or fact raised by the losing party. Zee argues malicious that and its N.C. Gen. Stat. § 6-21.5 (2011). counterclaims contained were justiciable not issues frivolous of law, and and therefore the court could not meet the requirements of awarding fees under these statutes. Zee cites Free Spirit Aviation, Inc. v. Rutherford Airport Auth., 206 N.C. App. 192, 200, 696 S.E.2d 559, 565 (2010) for the proposition that a claim that survives a motion for summary judgment, by definition, does not lack justiciability. However, Zee overlooks the actual holding of Free Spirit: We need not address whether fees are denial of summary judgment because always precluded after a . . . the trial court did not err in denying defendants motion for attorneys fees under N.C. Gen. Stat. § 6 21.5. Id. at 201, 696 S.E.2d at 565. Here, the trial court granted summary judgment in favor of GE on all of Zee s counterclaims for tortious interference except as -47to one customer Global Nuclear Fuels ( GNF ) as to which GE did not seek summary judgment. Zee contended that GE tortiously interfered with contracts or prospective economic advantages it may have had with two carve-outs, GNF and Shamrock, and unfair or deceptive practices act. correctly concluded that: (1) Zee by doing so violated the However, the trial court had no right to conduct business with those companies in the first place, because doing so would breach individual defendants employment contracts, but in the alternative, (2) Zee put forth no evidence which tended to show that relationship therefore any Zee (3) Zee behavior may have presented GE on GE s had no part with GNF evidence participated in interfered or which unfair with any Shamrock, and supported the conclusion that or deceptive practices. Because Zee persisted in litigating the case after a point where [it] should reasonably have become aware that the pleading [Zee] filed no longer contained a justiciable issue, Sunamerica Financial Corp. v. Bonham, 328 N.C. 254, 258, 400 S.E.2d 435, 438 (1991), due to the lack of credible evidence implicating GE, we affirm the court s fee awards under section 6-21.5. Therefore, we need not address the court s alternate conclusion that Zee s counterclaims were frivolous and malicious under section 75-16.1 or 1D-45. -48After concluding that it is statutorily authorized to award attorneys fees, the trial court must make findings regarding the reasonableness of the award. United Laboratories, Inc. v. Kuykendall, 335 N.C. 183, 195, 437 S.E.2d 374, 381-82 (1993). Among the aspects of representation that the trial court may consider in assessing reasonableness are: the time and labor expended, the skill required, the customary fee for like work, [] the experience or ability of the attorney . . . the novelty and difficulty of the questions of law[,] the adequacy of the representation[,] the difficulty of the problems faced by the attorney[,] especially any unusual difficulties[,] and the kind of case for which fees are sought and the result obtained. Id. (citation and quotation marks omitted). We find no relevant North Carolina statute that guides our assessment of customary fees for like work, and our appellate courts have not had occasion to decide whether fees must be awarded in light of the rates typically charged geographic region where the litigation takes place. in the However, this Court has previously recognized the general principle that community rates in the geographic area of the litigation are relevant to the reasonableness determination. See Okwara v. Dillard Dep't Stores, Inc., 136 N.C. App. 587, 594, 525 S.E.2d 481, 486 (2000) (allowing the Court to look at the customary fee for similar work in the community in a civil rights case) -49(citing Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974)); see also Whiteside Estates, Inc., v. Highlands Cove, L.L.C., 146 N.C. App. 449, 468, 553 S.E.2d 431, 444 (2001) (affirming rates as reasonable where the record showed they were within the range of such fees and charges customarily charged in the community, among other things). also held appropriate that the starting community point where for The Fourth Circuit has the court selecting the sits proper is the rate. Nat'l Wildlife Fed'n v. Hanson, 859 F.2d 313, 317 (4th Cir. 1988). The Hanson court held that although community rates may be the starting point, the trial court must conduct further inquiry when local counsel adequately represent a client. do not Id. have the expertise to In assessing reasonableness of fees incurred by more expensive out-of-state counsel, the court asks two questions as to reasonableness: (1) are services of like quality truly available in the locality where the services are rendered ; and (2) did the party choosing the attorney from elsewhere act reasonably in making that choice [to hire non-local counsel]? Id. (quoting Chrapliwy v. Uniroyal, Inc., 670 F.2d 760, 768 (7th Cir. 1982)). We are not bound by the Hanson court s ruling, but we find its analysis addressing the reasonableness of awarding unusually high fees in the community where the litigation took place to be persuasive. See Soderlund v. Kuch, 143 N.C. App. 361, 370, 546 -50S.E.2d 632, 638 (2001) ( [W]ith the exception of the United States binding Supreme upon State. ) Court, either (citation federal the and appellate appellate quotation or decisions trial marks are courts omitted); not of this Shepard v. Ocwen Fed. Bank, FSB, 172 N.C. App. 475, 479, 617 S.E.2d 61, 64 (2005) ( Although we are not bound by federal case law, we may find their decline to analysis and adopt test reasonableness generally. of a a holdings that persuasive. ) forces litigant s courts decision to However, to we assess the hire counsel Parties, including GE, are free to hire as counsel whomever they wish at whatever rates they are willing to pay. The issue is whether the fees awarded against an adverse party are reasonable, not whether it was reasonable for those fees to be incurred by the prevailing party. See Cotton v. Stanley, 94 N.C. App. 367, 369, 380 S.E.2d 419, 421 (1989) ( Once the court decides to award attorneys' fees, however, it must award reasonable attorneys' fees. ). Here, the trial court set out detailed findings of fact regarding the reasonableness of awarding including the customary fees for like work. declined to consider whether Paul the attorneys fee, However, the court Hastings fees should be adjusted in light of those typically charged in North Carolina. 7 7 Specifically, the trial court stated: Defendants contend the hourly rates charged by Paul Hastings must be reduced to the -51The court made the following relevant findings of fact regarding the reasonableness of Paul Hastings fees: 45. Here, the circumstances, complexity and nature of the case support GE s decision to utilize Paul Hastings as its legal counsel. Ward and Smith is a highly capable and qualified law firm. However, Ward and Smith had no prior working relationship with GE and no prior familiarity with the Employment Agreements at issue. 46. Paul Hastings has represented GE and its affiliates and subsidiaries for approximately 30 years and maintains a GE client service team, of which Victoria Cundiff is a member. When this dispute first arose, GE enlisted the assistance of its longstanding counsel, Paul Hastings, and Ms. Cundiff and other members of her team reviewed and analyzed the Employment Agreements and became familiar with the structure, business, and business challenges then facing GE. Ms. Cundiff also was personally involved in GE s efforts over the course of several months to avoid litigation prior to the institution of this lawsuit. 47. Members of Paul Hastings team prepared drafts of the initial pleadings and initial discovery requests based on their prior knowledge and experience. Paul Hastings also utilized this knowledge and its longstanding relationship with GE to work with Ward and Smith[.] . . . 49. In the Fall of 2009, when the case was set for trial, Paul Hastings worked with Ward and Smith to prepare for the multitude of depositions scheduled during the month of rates customarily charged by North Carolina attorneys in the community in which this case has been litigated and tried. The [c]ourt disagrees. -52October 2009. Thereafter, while the Ward and Smith attorneys prepared for, appeared and argued in Court, Paul Hastings worked with witnesses and engaged in other trial preparation activities. The Court finds that both firms involvement was appropriate in order to prepare for the February 2010 trial. We agree that GE s hiring of Paul Hastings to perform work related to this litigation was reasonable, but that does not complete our awarding inquiry. Paul Hastings In assessing the against Zee, fees reasonableness we will of consider whether services of like quality [were] truly available in the locality where the services are rendered. 317. It Hastings appears that attorneys much could of the have Hanson, 859 F.2d at work just as performed by local counsel at local rates. not attempt to make this distinction. performed by effectively Paul been The trial court did The record reveals that Paul Hastings attorneys billed at rates typical of New York firms, which were significantly higher than their North Carolina counterparts at Ward and Smith. For example, the rates billed by Paul Hastings and Ward and Smith s lead attorneys at the outset of the litigation were $633.25 and $270.00 per hour, respectively. Because of that disparity, over $3 million of the $5,769,903.10 attorneys fee award against Zee was billed by Paul Hastings, Hastings ever despite appeared the fact before that a no court counsel in North for Paul Carolina -53throughout the entirety of the litigation. Furthermore, in April 2007, associate attorneys at Paul Hastings charged $500.00 per hour double the $250.00 fee charged by attorneys at Ward and Smith for factual investigation and development; obtaining and analyzing [c]lient documents; [and] interview[ing] witnesses . These duties clearly did not require a prior relationship or intimate knowledge of GE s employment contracts, because GE paid the attorneys at Ward and Smith to perform almost identical work during the same time period. We find it unreasonable to force Zee to pay a fee that includes rates double those billed in the community where the litigation took place for work that seemingly did not require such a premium. significantly Ultimately, higher rates for GE s work willingness that they to pay could have procured for much less does not necessitate a finding that those fees are reasonable when awarded against Zee. must make additional findings which Rather, the court demonstrate why awarding such unusually high fees in the community where the litigation took place is reasonable. See Inst. Food House, Inc. v. Circus Hall of Cream, Inc., 107 N.C. App. 552, 558, 421 S.E.2d 370, 374 (1992) ( [R]easonableness is the key factor under all attorney's fees statutes. ). Accordingly, we find that the trial court abused its discretion by awarding the entire fee billed by Paul Hastings -54against Zee without conducting any inquiry as to which of the services rendered by Paul Hastings attorneys truly could not have been performed by local counsel at reasonable rates within the community in which the litigation took place. Therefore, we remand for further findings as to this distinction. IV. DISCUSSION OF ADDITIONAL APPELLANTS APPEAL A. Criminal Contempt Additional appellants first argument on appeal is that the trial court erred by failing to follow the proper safeguards in finding Almy in criminal contempt of court. We agree. The standard of review for contempt proceedings is limited to determining whether there is competent evidence to support the findings of fact conclusions of law. and whether the findings support the Watson v. Watson, 187 N.C. App. 55, 64, 652 S.E.2d 310, 317 (2007). Findings of fact made by the judge in contempt proceedings are conclusive on appeal when supported by any purpose competent of judgment. evidence passing upon and their are reviewable sufficiency to only for the warrant the Hartsell v. Hartsell, 99 N.C. App. 380, 385, 393 S.E.2d 570, 573 (1990), disc. review denied, 362 N.C. 373, 662 S.E.2d 551 (2008); see also State v. Simon, 185 N.C. App. 247, 250, 648 S.E.2d 853, 855, (applying a similar standard of review for review of criminal contempt). -55There are two kinds of contempt civil and criminal. O Briant v. O Briant, 313 N.C. 432, 434, 329 S.E.2d 370, 372 (1985). civil or A major factor in determining whether contempt is criminal exercised. is the purpose for which the power is Id. Criminal contempt is generally applied where the judgment is in punishment of an act already accomplished, tending to interfere with the administration of justice. Civil contempt is a term applied where the proceeding is had to preserve the rights of private parties and to compel obedience to orders and decrees made for the benefit of such parties. Id. (citation and quotation marks omitted). Criminal contempt is further categorized as either direct or indirect criminal contempt. Criminal contempt is direct when the act: (1) is committed within the sight or hearing of the presiding judge, (2) is committed in or near the room where proceedings are being held before the judge, or (3) is likely to interfere with matters before the court. Id. at 435-36, 329 S.E.2d at 373; N.C. Gen. Stat. § 5A-13(a) (2011). contempt other than direct criminal contempt Any criminal is indirect criminal contempt and is punishable only after proceedings in accordance with the procedure required by [N.C. Gen. Stat. §] 5A-15. N.C. Gen. Stat. § 5A-13(b) (2011). Because criminal contempt is a crime, constitutional safeguards are triggered and proper procedure must be followed. Watson, 187 N.C. App. at 61, -56652 S.E.2d at 315. The procedural requirements of section 5A-15 include, inter alia, (1) the trial court giving notice to the accused in the form of an order directing the person to appear before a judge at a reasonable time specified in the order and show cause why he should not be held in contempt of court ; and (2) establishing facts beyond a reasonable doubt that support a judgment of guilt. GE tries contempt. to N.C. Gen. Stat. § 5A-15(a), (f) (2011). dispute that Almy was held in criminal It argues that the trial court did not avail itself of N.C. Gen. Stat. § 5A-1, which prescribes rules and procedures for criminal contempt, but rather utilized its inherent authority to issue contempt as a discovery sanction beyond the express language of Rule 37. However, during the hearing on GE s motion to sanction additional appellants and hold them in contempt, GE s counsel stated in this case, Your Honor, it would not be civil contempt, it would have to be criminal contempt . . . . counsel then stated that GE was seeking statutory GE s criminal contempt under North Carolina General Statute 5A-11. GE was seeking to hold additional appellants in contempt based on their previous bad acts the disclosures of confidential documents. Because [a] major factor in determining whether contempt is criminal or civil is the purpose for which the power is exercised, and [c]riminal contempt is generally applied where -57the judgment is in punishment of an act already accomplished, O Briant, 313 N.C. at 434, 319 S.E.2d at 372, it follows that GE must have punishing necessarily Almy and protective order. publication of been Dombroff seeking for criminal their contempt violations by of the Furthermore, the order itself stated that Exhibit 20 by Almy in violation protective order] constitutes criminal contempt. of [the In light of the above, it is clear that Almy was held in indirect criminal contempt based on his prior actions. See N.C. Gen. Stat. § 5A- 13(b) (2011) ( Any criminal contempt other than direct criminal contempt is indirect criminal contempt . . . . ). Because Almy was held in indirect criminal contempt, the trial court was required to follow the procedures set out in section 5A-15, which it failed to do. The trial court did not provide Almy with an order directing [him] to appear before a judge at a reasonable time specified in the order and show cause why he should not be held in contempt of court. Stat. § 5A-15(a) (2011). N.C. Gen. The only communication between the trial court and Almy after GE s motion and before the hearing was an email setting a date for the hearing. Furthermore, the order did not set out facts established beyond a reasonable doubt, nor did reasonable doubt standard was applied. 15(f) (2011). it indicate that a N.C. Gen. Stat. § 5A- Failure to make such an indication is fatally -58deficient, unless the proceeding is of a limited instance where there were no factual determinations for the court to make. State v. Ford, 164 N.C. App. 566, 571, 596 S.E.2d 846, 850 (2004); see also In re Contempt Proceedings Against Cogdell, 183 N.C. App. 286, 289, 644 S.E.2d 261, 263 (2007) (reversing a court order indicate without that the remand where reasonable criminal contempt proceeding). the doubt trial court standard was failed used in to a Here, because a hearing was held for the court to make factual determinations, the failure to indicate that the reasonable doubt standard was used renders the order fatally deficient. Therefore, because Almy was held in indirect criminal contempt and the trial court failed to follow the procedures provided by section 5A-15, we reverse the trial court s judgment without remand. Accordingly, we need not address whether the $500.00 on imposed Almy as part of the criminal contempt sanction was permissible. B. Attorneys Fees Additional appellants second argument on appeal is that the trial court erred in ordering that Almy pay GE s attorneys fees incurred in the sanction proceedings under Rule 37(b)(2). 8 We agree. 8 The trial Dombroff. court did not award GE attorneys fees against -59 A trial court s award of sanctions under Rule 37 will not be overturned on appeal absent an abuse of discretion. Graham v. Rogers, 121 N.C. App. 460, 465, 466 S.E.2d 290, 294 (1996). Rule 37(b)(2) states that [i]n lieu of any of the foregoing orders or in addition thereto, the court shall require the party failing to obey the order to pay the reasonable expenses, including attorney s fees, caused by the failure . . . . N.C. Gen. Stat. § 1A-1 Rule 37(b)(2) (2011) (emphasis added). At issue here is whether an attorney constitutes a party for the purposes of awarding attorneys fees under Rule 37(b)(2). An often-applied rule of construction is that where a is statute intelligible without any additional words, no additional words may be supplied. State v. Camp, 286 N.C. 148, 151, 209 S.E.2d 754, 756 (1974). Although this Court has not analyzed whether the word party in Rule 37(b)(2) includes attorneys, we held in First Mt. Vernon Indus. Loan Ass n v. ProDev XXII, LLC, 209 N.C. App. 126, 134, 703 S.E.2d 836, 841 (2011) that Rule 37(a) demonstrates . . . that the General Assembly has purposefully distinguished between parties and nonparties. The First Mt. Vernon Court held that a non-party could be not subject to sanctions under Rule 37(d), and therefore, the trial court erred by taxing attorneys fees and costs on the non-party where the statute explicitly applied to the party failing to act. Id. at 134, 703 S.E.2d at 841. -60Rules 37(b)(2) and 37(d) contain almost identical provisions setting out the individuals who are bound by them. Both apply to a party or an officer, director, or managing agent of a party or a person designated under Rule 30(b)(6) or 31(a) to testify on behalf of a party. 37(b)(2), (d) (2011). Here, N.C. Gen. Stat. §§ 1A-1, Rule Almy was not a party to the underlying actions, nor was he an officer, director, managing agent, or designee to testify on behalf of a party. Because the language of Rule 37(b)(2) is intelligible without adding anything further, and because the reasoning of the First Mt. Vernon Court applies to Rule 37(b)(2) given its similarity to Rule 37(d), we find that it was error for the court to award GE attorneys fees against Almy because he was not a party authorizing to the fees. suit under Accordingly, the we language reverse of the the Rule award of attorneys fees against Almy. C. Revocation of Pro Hac Vice Admissions Additional appellants final argument on appeal is that the trial court erred by revoking their admissions pro hac vice to represent defendants in the action against GE. The court s order revoking additional appellants admissions reads in its entirety, The Court summarily revokes the pro hac vice admissions of Attorney Mark A. Dombroff and Attorney Thomas B Almy. The court made no independent findings of fact or -61conclusions of law supporting its order, but it did enter the order after conducting a hearing on GE s motion for sanctions. Permission to practice in this state pro hac vice may be revoked by discretion. the trial court on its own motion N.C. Gen. Stat. § 84-4.2 (2011). and in its This status is . . . not a right but a discretionary privilege. Sisk v. Transylvania Cmty. Hosp., Inc., 364 N.C. 172, 178-79, 695 S.E.2d 429, 434 (2010) (citation and quotation marks omitted). First, as to Almy, we find that our decision setting aside his being held in criminal contempt is significant enough to remand to the trial court for a new determination as to whether his admission pro hac vice should have been revoked. for a crime showing professional unfitness ground for disbarment in North Carolina. 28(b)(1), (c) (2011). is Conviction a statutory N.C. Gen. Stat. § 84- As such, Almy s being held in criminal contempt likely affected the trial court s decision to revoke his admission. Because we reverse the order holding Almy in criminal contempt, we remand with instruction that the trial court afford no weight to that crime when reconsidering whether to revoke his pro hac vice admission. As to Dombroff, additional appellants argue that the trial court abused its discretion by revoking his admission because the $1,000 fine imposed by a federal court in 1997 was not the type of discipline that needed to be disclosed under N.C. Gen. -62Stat. § 84-4.1 (2011). Section 84-4.1(6) requires any attorney seeking admission to practice in this state pro hac vice to provide [a] statement accurately disclosing a record of all that attorney s disciplinary history. (i) public discipline organization, admission. by and (ii) N.C. Gen. any court revocation Stat. Discipline shall include § of 84-4.1 or lawyer any regulatory pro (2011). hac vice Additional appellants cite to a public announcement on the North Carolina State Bar website, wherein it defines the types of disciplinary proceeding that it prosecutes, and explains that it deals with disciplinary matters which implicate a lawyer s license to practice law. However, based on the plain language of section 84-4.1, attorneys are required to disclose discipline administered by both courts and lawyer regulatory organizations such as the State Bar. We hold that the court did not abuse its discretion by revoking the pro hac vice admission of Dombroff because he violated section 84-4.1 by failing to disclose a $1,000 disciplinary fine levied against him by the United States District Court for the District of South Carolina, court s decision was therefore supported by reason. and the See White v. White, 312 N.C. 770, 777, 324 S.E.2d 829, 833 (1985) ( A trial court may be reversed for abuse of discretion only upon a showing that its actions are manifestly unsupported by reason . . . [or] upon a showing that [the trial court s decision] was so -63arbitrary that it could not have been the result of a reasoned decision. ) V. CONCLUSION Because the solicitation defendants evidence trial and court supervisory employment to correctly show interpreted responsibility contracts, individual GE in individual presented defendants indirect sufficient breached the confidentiality provisions in the employment contracts, and GE was not equitably estopped from penalizing Lukowski for breaching his contract, we affirm the trial court s judgment as to individual defendants employment agreements. because GE sufficiently established Additionally, causation independent of evidence that GE lost customers for other reasons, we affirm the trial court s exclusion of that evidence. Finally, because GE sufficiently identified the misappropriated trade secrets, and individual defendants acted in concert, we affirm the trial court s ruling that joint and several liability and section 751.1 liability were appropriate. Thus, we affirm the trial court as to all issues on individual defendants appeal. As to Zee s appeal, we find that the trial court did not impermissibly sanction. change However, the we measure do find of that damages the as entry a of Rule 37 punitive damages against each defendant individually was in error given the Supreme Court s ruling in Rhyne, and that the trial court s -64assessment of attorneys fees did not consider whether the fees billed by Paul Hastings attorneys were reasonable in the context of the community in which the action was litigated. Therefore, we affirm the trial court s measure of compensatory damages and remand as to the issues of punitive damages and attorneys fees. Finally, because the trial court did not follow the proper statutory procedures in holding Almy in criminal contempt of court, that order must be reversed and will not be remanded for further proceedings. See Cogdell, 183 N.C. App. at 290, 644 S.E.2d at 264 (reversing the court s judgment without remand where it failed to indicate that the reasonable doubt standard was used in a criminal contempt proceeding). remand for a redetermination as to revocation in light of this decision. Almy s Accordingly, we pro hac vice We find that the court did not abuse its discretion in revoking the admission pro hac vice of Dombroff, because the discipline that he withheld from the trial court fell under the definition of the term as it is used in section 84-4.1. AFFIRMED in part, REVERSED in part, and REMANDED in part. Judges BRYANT and STEELMAN concur.
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