Following a business dispute, TechBios, Inc. sued Chase Champagne and Taos Technologies, LLC for fraud, breach of contract, breach of the covenant of good faith and fair dealing, and breach of a private duty. Champagne and Taos filed a motion to dismiss, asserting that TechBios’ complaint failed to state a claim upon which relief could be granted, and the trial court granted the motion. TechBios appeals, alleging that its complaint properly set forth each of its causes of action and that the trial court erred in dismissing its claims after considering matters outside of the pleadings. Because we find that TechBios’ complaint sufficiently raises possible claims of recovery against both Champagne and Taos, we reverse. It is well established that a motion to dismiss for failure to state a claim upon which relief may be granted should not be sustained unless 1 the allegations of the complaint disclose with certainty that the claimant would not be entitled to relief under any state of provable facts asserted in support thereof; and 2 the movant establishes that the claimant could not possibly introduce evidence within the framework of the complaint sufficient to warrant a grant of the relief sought. In deciding a motion to dismiss, all pleadings are to be construed most favorably to the party who filed them, and all doubts regarding such pleadings must be resolved in the filing party’s favor.1 It is well established that a plaintiff is not required to plead in the complaint facts sufficient to set out each element of a cause of action so long as it puts the opposing party on reasonable notice of the issues that must be defended against.2 “If within the framework of the complaint, evidence may be introduced which will sustain a grant of relief to the plaintiff, the complaint is sufficient.”3 We review the trial court’s ruling on a motion to dismiss for failure to state a claim upon which relief can be granted under the de novo standard of review.4 So viewed, TechBios’ complaint asserted that it is in the business of providing staffing and consulting services in the technology industry and that it entered into a business relationship with Champagne. The relationship continued after Champagne formed Taos, which is in the business of software development and consulting. TechBios, Champagne, and Taos entered into several written agreements, including a teaming agreement and a consulting agreement in early 2007.
During the course of their business relationship, and specifically in the teaming agreement, TechBios, Champagne, and Taos agreed to identify business opportunities for their mutual benefit. After TechBios successfully “placed” Champagne with an Atlanta-based hotel company, Champagne represented to TechBios that he would use his best efforts to identify opportunities for TechBios to conduct business with the hotel company. Instead, however, Champagne refused to provide TechBios with information regarding the work he was doing for the hotel company, and Champagne failed to disclose to TechBios that he had secured technology business with the hotel company that could have been profitable to TechBios if it had been able to participate.
