Opinion
C.A. No. 2017-0036-TMR
03-28-2018
In re Morrow Park Holding LLC
ORDER DENYING MOTION FOR A MORE DEFINITE STATEMENT
WHEREAS, on February 1, 2016, Plaintiff Village Green Holding LLC ("VG Holding"), CCI Historic, Inc. ("CCI Historic"), Defendant Village Green Residential Properties, LLC ("Village Green Residential"), Defendant VGM Clearing, LLC ("VGM Clearing"), and Defendant Jonathan Holtzman entered into a Redemption Agreement (the "Redemption Agreement");
WHEREAS, on January 17, 2017, Village Green Residential filed a complaint against CCI Historic, Compatriot Capital Inc., VG ECU Holdings LLC, and Morrow Park Holding LLC (the "First Action");
WHEREAS, on April 20, 2017, VG Holding filed the Verified Complaint against Village Green Residential, VGM Clearing, Holtzman, and City Club Apartments, LLC ("City Club") in a separate action (the "Second Action");
WHEREAS, on June 19, 2017, City Club, in the Second Action, moved for a more definite statement under Court of Chancery Rule 12(e);
WHEREAS, on October 10, 2017, the Court consolidated the First Action and the Second Action;
WHEREAS, on December 13, 2017, the Court heard oral argument on the motion;
NOW, THEREFORE, THE COURT HEREBY FINDS AND ORDERS AS FOLLOWS:
1. The Court has reviewed the parties' briefs, supporting submissions, and the applicable law.
2. The Motion for a More Definite Statement is DENIED.
3. "To withstand a Rule 12(e) motion, the complaint must be sufficiently intelligible for the Court to discern one or more potentially viable legal theories on which the claimant might proceed." In re Estate of Cornelius, 2002 WL 1732374, at *3 (Del. Ch. July 11, 2002); see also Balin v. Amerimar Realty Co., 1993 WL 542452, at *4 (Del. Ch. Dec. 23, 1993). "The problem that Rule 12(e) is designed to remedy is that of unintelligibility, not lack of detail." Balin, 1993 WL 542452, at *6. "In deciding a Rule 12(e) motion, the Court will first consider whether the pleading satisfies the general rules of pleading set forth in Rule 8. If the complaint is sufficient to give the opposing party fair notice of the nature of the claim, Rule 12(e) relief will be denied," because "[i]n such circumstances discovery and pretrial procedures are deemed sufficient to protect the opposing party's interest in narrowing and clarifying the issues and obtaining the relevant facts." Id. at *5. "A complaint intelligibly affords the defendants a 'reasonably complete account' of the acts for which they are being sued," if the "complaint adequately informs the defendants of the nature of the claims against them, and enables them to frame a response that may be amended as the result of discovery." Id. at *6.
4. Court of Chancery Rule 8 requires "(1) a short and plain statement of the claim showing that the pleader is entitled to relief and (2) a demand for judgment for the relief to which the party deems itself entitled." Ct. Ch. R. 8(a). The complaint in the Second Action is thirty-eight paragraphs and contains claims for breach of the Redemption Agreement, defamation, and tortious interference with a contract. The complaint includes the sections of the Redemption Agreement allegedly breached and the actions taken by Holtzmen that constitute those breaches. Moreover, the Redemption Agreement was signed just a little over a year before the Second Action was filed, which narrows the time frame when the alleged breaches could have happened. The complaint also includes the substances of the alleged defamatory statements and the third party to whom the statements were allegedly made. Finally, the complaint alleges that the contracts interfered with were employment contracts and includes the content of the allegedly interfering statements. These facts put City Club on reasonable notice of the claims against them as required by Rule 8.
5. City Club contends that they are entitled to the "five Ws" with respect to each claim. Defs.' Reply Br. 9. City Club, however, fails to identify any authority that suggests such a heightened pleading standard applies to the claims actually asserted in this litigation. City Club further contends that it cannot formulate defenses based on the complaint in the Second Action as it is now written. But, its papers identify numerous potential defenses. Further, as then Vice Chancellor Jacobs pointed out in Balin, the responsive pleading can be amended as a result of discovery. 1993 WL 542452, at *5-6. Therefore, the Motion for a More Definite Statement is DENIED.
/s/ Tamika Montgomery-Reeves
Vice Chancellor
Dated: March 28, 2018