Motion to dismiss (Rule 12(b)(6)) denied in part, granted in part.  Denied as to objection to claim, breach of contract, breach of duty of good faith and fair dealing, and alternative claims in defense and recoupment.  Granted as to breach of fiduciary duty, constructive fraud, violation of N.C. Gen. Stat. Section 75-1.1, fraud, negligent misrepresentation, and violation of N.C. Gen. Stat. Section 75-50 et seq.