dissenting in part.
I respectfully dissent from the majority opinion on the issue of unfair commercial practices. I conclude that plaintiff has made out a claim sufficient to survive defendants’ motion under Rule 12(b)(6).
As the majority points out, N.C.G.S. § 75-1.1 protects businesses as well as consumers. This Court has recognized that “unfair trade practices involving only businesses affect the consumer as well.” United Laboratories, Inc. v. Kuykendall, 322 N.C. 643, 665, 370 S.E.2d 375, 389 (1988); see also Manufacturing Co. v. Manufacturing Co., 38 N.C. App. 393, 396, 248 S.E.2d 739, 742 (1978), disc. rev. denied and cert. denied, 296 N.C. 411, 251 S.E.2d 469 (1979) (“G.S. 75-1.1(b) speaks in terms of declaring and providing civil means of maintaining ethical standards of dealings ‘between persons engaged in business,’ as well as between such persons and the consuming public”).
As stated by the majority, it is the law of the ease on this appeal that the certificate at issue represented an equity interest in Raeford and created a fiduciary relationship between the parties. It has been further established that defendants breached that fiduciary relationship when they did not act in an “open, fair and honest” manner when they refused to redeem plaintiff’s certificate. There is no dispute that Raeford had the financial resources to easily redeem the certificate. The company “loaned” more than *596a million dollars to Johnson, acquired an $800,000 airplane, and had a net income of $6.1 million in fiscal year 1986. Defendants do not attempt to refute the evidence of Raeford’s ability to redeem the certificate.
The majority relies heavily upon cases involving securities transactions. However, these cases are inapposite, because they were decided upon the theory that securities transactions were already subject to extensive regulation under state and federal law, and the application of N.C.G.S. § 75-1.1 would subject such transactions to overlapping- supervision and enforcement. See, e.g., Skinner v. E.F. Hutton & Co., 314 N.C. 267, 333 S.E.2d 236 (1985) (citing Lindner v. Durham Hosiery Mills, Inc., 761 F.2d 162 (4th Cir. 1985)). The certificate at issue is only subject to “incidental” federal involvement of an advisory nature. Therefore, I am unable to conclude that the revolving fund securities in the instant case are essentially corporate securities.
The majority cites no authority, and our statute and cases provide none, to support its argument that “commerce” means only the “regular, day-to-day activities or affairs” of a business. The plain words of the statute state otherwise. The majority makes the startling argument that issuance of the certificates (which the majority now calls “securities”) is for the purpose of raising capital to conduct its business activities and that this is not a “business activity” within the meaning of the statute. How can raising funds to operate a business not be a business activity?
Further, the majority argues that the repayment of debt incurred to operate Raeford was not a business activity. Certainly defendants did not treat their obligation arising on the certificates in a fair and honest businesslike manner. Finally, the majority returns to its argument that the certificates are really corporate securities after all. This entire analysis rings hollow.
The acquisition of capital in one form or another is the lifeblood today for business. By holding that the issuance and redemption of certificates, as in this case, are not within the protection of Chapter 75-1.1, the majority loses touch with the reality of the business world. Limiting the meaning of “business activities” to the day-to-day affairs of the business eliminates most of the raising of business capital from the protection of the statute. The most important area of business life is no longer subject to the Act, *597but the sales of a baker, for example, remain. Surely this could not have been the intent of the legislature.
I disagree with the majority’s conclusion that the legislature intended to include only day-to-day activities in its definition of “commerce” as “business activities.” N.C.G.S. § 75-l.Hb) (1988). The statute in plain words says that “commerce” includes “all business activities.” Id. No matter how one twists it, the issuance of the certificate and defendant’s refusal to redeem it were business activities within the meaning of the Act.
Plaintiff has alleged that Nash Johnson, a principal of defendant, stated several times that defendant would never redeem plaintiff’s revolving fund certificate; that defendant had failed to redeem plaintiff’s certificate after demand; that defendant has sufficient unencumbered funds to redeem the certificate; and that defendant has redeemed the certificate of Nash Johnson in a greater amount than plaintiff’s certificate. These allegations, together with the other allegations in plaintiff’s complaint, are sufficient to state a cause of action under the statute based upon unfair and deceptive acts.
“Unfair” is a broader term than “deceptive.” Jennings Glass Co. v. Brummer, 88 N.C. App. 44, 362 S.E.2d 578 (1987), disc. rev. denied, 321 N.C. 473, 364 S.E.2d 921 (1988). A practice is unfair when it offends public policy as well as when the practice is immoral, unethical, oppressive, unscrupulous, or substantially injurious. Marshall v. Miller, 302 N.C. 539, 276 S.E.2d 397 (1981). An inequitable assertion of power or position may be an unfair act. Libby Hill Seafood Restaurants, Inc. v. Owens, 62 N.C. App. 695, 303 S.E.2d 565, disc. rev. denied, 309 N.C. 321, 307 S.E.2d 164 (1983).
Surely, it is unfair to redeem a principal’s certificate and to refuse to redeem plaintiff’s when defendant has ample cash resources to do so. This is especially true when the principal whose certificate was redeemed has publicly vowed never to redeem plaintiff’s certificate unless he is forced to do so. Defendant’s conduct toward plaintiff by refusing to refund plaintiff’s certificate was immoral, unethical, oppressive, unscrupulous, substantially injurious, and arose out of a position of power defendant had over plaintiff with respect to the certificate.
Plaintiff’s pleadings on the claim pursuant to N.C.G.S. § 75-1.1 are sufficient to withstand defendant’s motion to dismiss. Except as above stated, I concur in the remainder of the majority opinion.