Balsamo v. Balsamo & Norino Props., LLC

Full title: RE: Joseph Balsamo v. Balsamo & Norino Properties, LLC, et al.

Court: COURT OF CHANCERY OF THE STATE OF DELAWARE

Date published: Feb 18, 2021

C.A. No. 2019-0391-SG (Del. Ch. Feb. 18, 2021)

Opinion

C.A. No. 2019-0391-SG

02-18-2021

RE: Joseph Balsamo v. Balsamo & Norino Properties, LLC, et al.

Charles T. Armbruster, III, Esq. TOMASETTI LAW, LLC 1100 Coastal Highway, Unit 3 Fenwick Island, DE 19944 Brian J. McLaughlin, Esq. OFFIT KURMAN 222 Delaware Avenue, Suite 1105 Wilmington, DE 19801 Mark F. Dunkle, Esq. PARKOWSKI, GUERKE & SWAYZE, P.A. 116 West Water Street P.O. Box 598 Dover, DE 19903-0598

SAM GLASSCOCK III VICE CHANCELLOR

Charles T. Armbruster, III, Esq.
TOMASETTI LAW, LLC
1100 Coastal Highway, Unit 3
Fenwick Island, DE 19944 Brian J. McLaughlin, Esq.
OFFIT KURMAN
222 Delaware Avenue, Suite 1105
Wilmington, DE 19801 Mark F. Dunkle, Esq.
PARKOWSKI, GUERKE & SWAYZE,
P.A.
116 West Water Street
P.O. Box 598
Dover, DE 19903-0598 Dear Counsel:

I have Joseph Balsamo's Motion for Leave to Amend the Verified Complaint (the "Motion") pursuant to Court of Chancery Rule 15(a).¹ Motions under Rule 15(a) are granted freely in the interests of justice.² However, where an amendment would be futile, justice does not support an amendment.³

1 Dkt. No 65 [hereinafter "the Motion"].

2 Del. Ct. Ch. R. 15(a).

3 Lyons Ins. Agency Inc. v. Wilson, 2018 WL 481641, at *2 (Del. Ch. Jan. 19, 2018).

Here, the amendment attempts to plead promissory estoppel as an alternative to contract. The elements of promissory estoppel are: (1) a promise; (2) that the promisor expected to induce action or forbearance on the part of the promisee; (3) that the promisee relied on the promise and acted to his detriment; and (4) that equity requires that the promise be enforced.⁴ Here, I find the amendment would be futile because the Plaintiff is unable to plead that he took an action to his detriment.

4 Lord v. Souder, 748 A.2d 393, 399 (Del. 2000).

The brief in support of the Motion notes that the Complaint alleges that, "[a]fter submitting the LOI to BNP, Mr. Balsamo provided his Delaware real estate attorney with a $5,000 deposit . . ." for the properties at issue.⁵ This is the sole instance of detrimental reliance asserted by Mr. Balsamo. Providing a deposit to one's own agent, however, is not detrimental and cannot form the basis of the requisite detrimental reliance element of promissory estoppel.

5 The Motion ¶ 21. --------

Because the proposed amendment would be futile, the motion to amend is DENIED.

IT IS SO ORDERED.

Sincerely,

/s/ Sam Glasscock III

Sam Glasscock III cc: All counsel of record (by File & ServeXpress)