Opinion
Civil Action No. 09C-06-072.
May 31, 2011.
Charles J. Brown, III, Esquire, Archer Greiner, P.C., Wilmington, DE, Attorney for Plaintiffs.
Richard L. Abbott, Esquire, Abbott Law Firm, Hockessin, DE, Attorney for Defendants.
Dear Counsel:
On June 8, 2009, Plaintiffs, Chantz Enterprises, LLC, ("CEL") and Randy Chance ("Chance") (collectively "Plaintiffs") filed the original Complaint in this action against Defendants, JHL Brighton Design/D É cor Center, LLC, ("JHL") and Jennifer Solt ("Solt"), the managing member of JHL (collectively "Defendants"). On October 29, 2010, Plaintiffs filed the instant Motion For Leave to File an Amended Complaint. For the reasons set forth in this Opinion, Plaintiffs' Motion is DENIED.
FACTUAL BACKGROUND
On April 19, 2007, CEL and Chance entered into two agreements with JHL and Solt: (1) a sublease (the "Lease") to rent a portion of commercial space JHL occupied at 240 South DuPont Highway, New Castle, Delaware (the "Rental Premises"), and (2) an Asset Purchase Agreement, whereby CEL agreed to buy the assets and goodwill of JHL's kitchen and bath business for $90,675.00. During the term of the Lease, CEL and JHL were to occupy portions of the Rental Premises for purposes of operating their respective businesses. CEL's space was to be used as a showroom for its kitchen and bath renovation business, and JHL's for its flooring and blinds business. Pursuant to the Asset Purchase Agreement, the parties were prohibited from owning, operating or participating, either directly or indirectly any competing business within fifty miles of the Rental Premises.This arrangement became troublesome in March 2009, when internal conflict amongst CEL's members precipitated the decision to wind down the kitchen and bath business. According to Plaintiffs, JHL and Solt were informed of this decision, and Defendants began to interfere with this process. In September 2009, Plaintiffs stopped paying rent due under the Lease.
Pl.'s Compl. ¶ 10.
Id. at ¶¶ 10-11.
Def. Res. to Pl. Compl. ¶ 14.
On October 5, 2008, Chance and his wife attempted to enter the Rental Premises to retrieve personal items and business records. A verbal conflict ensued between Chance and Solt. Plaintiffs also allege that Solt's business partner, Donna Jennings, used physical force to prevent Chance and his wife from retrieving their property. The police were called to the scene, and instructed Chance and his wife not to return without a court order.
Id. at ¶¶ 14.
Id. at12-14.
Id.
On October 6, 2008, Solt changed the locks to the Rental Premises without obtaining a writ of eviction. On January 20, 2009, JHL filed suit against Chance for breach of the Lease for failure to pay rent, maintenance fees, and utilities. In its complaint, JHL sought an order for the outstanding debt owed, possession of the premises and inventory, and an order directing Chance to remove his personal belongings, or alternatively, to allow JHL to dispose of them.
Pl. Compl. ¶ 14.
On May 4, 2009, the Justice of the Peace Court issued an Order, in which it held that: (1) Plaintiffs breached the Lease in failing to pay rent beginning in September, 2008; (2) JHL breached the Lease when it locked Plaintiffs out of the Rental Premises without initiating a summary possession action; and (3) entered Judgment in favor of JHL for $5,091.00 for paste due rent, fees and utilities.
Def. Res. to Compl. ¶ 15.
Plaintiffs subsequently filed the instant action seeking the following relief: (1) a writ of replevin to allow CEL to retrieve its property; (2) reimbursement for the use of its property, and for any damage done to its inventory or displays; (3) damages caused by JHL and Solt competing against CEL and Chance in breach of their agreement; (4) damages in an amount not less than $90,000.00 as a result of being unable to complete work for its existing customers due to being locked out of the rental property; (5) damages in an amount not less than $100,000.00 as a result of being unable to sell its business as a going concern due to being locked out of the rental property; (6) damages for CEL breaching the lease and preventing CEL from being able to orderly wind down its affairs; and (7) any other relief the Court deems just.
On October 29, 2010, Plaintiffs filed the instant Motion, which seeks to amend the Complaint as follows: (1) add Solt's business partner, Donna Jennings ("Jennings"), as a Defendant; (2) supplement the Background sections to include additional facts regarding CEL's business, business and lease contracts, management disputes and recapitalization plans; and (3) add/clarify the following claims: (i) Breach of Contract against JHL and Solt, (ii) Tortious Interference with Contract and Business Relations by Solt and Jennings, (iii) Conversion as to JHL, Solt and Jennings, (iv) Tortious Interference with Prospective Business Relations as to JHL, Solt and Jennings, and (v) Unjust Enrichment as to JHL, Solt and Jennings.
Pl. Mot. to Amend. Compl., Ex. A, at 1.
Id. at ¶¶ 2-6. Specifically, Plaintiff seeks to add "Background Facts Regarding the Lease" and "Background Facts Regarding CEL" to include specific contracts (lease/sublease agreement, Asset Purchase Agreement, Bill of Sale), CEL ownership details business leads/new jobs, and the management dispute which lead to CEL's winding up and Chance's plans to revise and recapitalize the business.
Id. at 6-10.
PARTIES' CONTENTIONS
Plaintiffs contend that since the filing of their original Complaint, "the parties have engaged in some motion practice, the result of which is that Plaintiffs have been able to take possession of much of their property, the Defendants have continued to engage in unlawful conduct, and the Defendants have made representations through their motion practice resulting in Plaintiffs' belief more [sic] detailed complaint was needed."Plaintiffs argue their Motion to Amend should be granted because Superior Court Civil Procedure Rule 15 is liberally construed and "leave to amend a pleading shall be freely given."
Defendants contend that Plaintiffs' Motion to Amend should be denied because Plaintiffs seek to add claim that would "be subject to dismissal under Rule 12 due to legal infirmity." Specifically, Defendants contend that Plaintiffs have failed to properly allege all elements with respect to the "newly added" claims of Tortious Interference With a Contract/With Prospective Business Relations in their proposed Amended Complaint.
Id. at ¶¶ 7-9.
In addition, Defendants argue Plaintiff's Motion should be denied because the record provides evidence of undue delay, bad faith or dilatory motive. Specifically, Defendants note that Plaintiffs have been aware of their claims for more than 2 years, and that this action has been pending for well over a year.
Def. Res. to Pl. Mot. for Leave to File Amended Compl. ¶¶ 11-12. Defendants also contend that "the Amended Complaint concedes that Solt acted as an employee of JHL, thereby insulating her from any personal liability given that her actions being under the auspices of a limited liability company shields her from individual exposure as a matter of law." However, whether or not Solt's conduct occurred within the scope of her membership, and in turn whether the claims against her are futile, is an issue that must be presented in a motion. Defendants also argue that Plaintiffs' claim for "unjust enrichment" falls within the exclusive jurisdiction of the Court of Chancery, and that this Court cannot hear the claim. Id. at ¶ 14. However, the Superior Court does have has jurisdiction over unjust enrichment claims when the plaintiff seeks only money damages.fn17 Grace v. Morgan, 2004 WL 26858, *3 (Del. Super. Ct. Jan. 6, 2004). In this case, Plaintiffs' claim for unjust enrichment seeks only money damages, therefore, this Court has subject matter jurisdiction over the claim.
DISCUSSION
Once a pleading has been responded to, it may be amended "only by leave of court or by written consent of the adverse party; and leave shall be freely given when justice so requires." Upon a motion to amend a pleading, the court must consider the interests of both parties. A trial judge, in his or her discretion, must always permit or deny the amendment of pleadings by weighing the desirability of ending the litigation on its merits against possible prejudice or surprise to the other side. Moreover, Superior Court Civil Rule 1 requires the Court to interpret the Rules in a manner "to secure the just, speedy, and inexpensive determination of every proceeding." With that in mind, and considering the extremely contentious nature of this litigation, the Court finds that Plaintiffs' Motion to Amend will cause prejudice to Defendants, and prevent an expeditious resolution to this case.Most of the proposed changes are superficial in nature and add no new substance to this case. Plaintiffs seek to add several pages of factual background information sixteen months into this litigation. The Court finds that the proposed additions to the factual background of the Complaint are not necessary, and will do nothing more than require Defendants to draft a responding pleading. One significant change, however, is the addition of a third defendant, Ms. Jennings, to the action. "In the interest of justice," the Court finds that Jennings should not be added as a defendant twenty-three months into this litigation.
See, Super. Ct. R. 15(a).
Finally, with respect to Plaintiffs' proposed expansion of their claims, the Court finds that the original Complaint sufficiently pled the relief sought in the Amended Complaint. The new pleading is certainly more descriptive, and provides an enumerated list of "Counts," but there is little change. The purpose of a pleading is to provide notice to the adverse party of the pleader's claim in simple and plain terms. Extensive formulation and clarification of the issues has passed from the pleadings to the discovery phases and the pretrial conference. "An allegation, though vague or lacking in detail, is nevertheless `well-pleaded' if it puts the opposing party on notice of the claim being brought against it."
Costello v. Cording, 47 Del. 322 (Del. 1952).
Delaware Valley Drug Co. v. Kline, 51 Del. 242 (Del. 1958).
Precision Air, Inc. v. Standard Chlorine of Del., Inc. 654 A.2d 403 (Del. 1995).