Opinion
C. A. 2021-0374-PWG
09-26-2022
Kelli Krueger, Plaintiff v. Roxanne C. T. Foskey and Edward J. Boiser a/k/a John Edward Banks, and The Estate of John S. Banks by and through its Administrator, Jacqueline Bartlebaugh, Defendants
Dean A. Campbell, Esquire Paul G. Enterline, Esquire David N. Rutt, Esquire Moore & Rutt, P.A. Harold W. T. Purnell, Esquire Sergovic Carmean Weidman
Submitted: June 6, 2022
Dean A. Campbell, Esquire
Paul G. Enterline, Esquire
David N. Rutt, Esquire
Moore & Rutt, P.A.
Harold W. T. Purnell, Esquire
Sergovic Carmean Weidman
Dear Counsel:
Pending before me is a motion to dismiss plaintiff's claim seeking to enforce her alleged oral agreement with her deceased stepfather that she would inherit half of his estate if she made mortgage payments to him and her mother on real property she purchased from them. I also consider plaintiff's motion to amend her complaint to add an additional claim of promissory/equitable estoppel. I recommend that the Court deny the decedent's son's motion to partially dismiss the complaint and grant plaintiff's motion to amend the complaint. This is a final report.
I. Background
Plaintiff Kelli Krueger ("Krueger") alleges that, in 2002, she entered into an oral agreement ("2002 Transaction") with her mother, Sibyl Banks ("Banks"), and her stepfather, John S. Banks ("Decedent"), in which she agreed to purchase real property in Pennsville, New Jersey ("Property") from them and make monthly payments on the $90,000.00 purchase money mortgage they held on the Property, and, in return, Banks and Decedent agreed to reimburse Krueger for the purchase price through his estate plan, which provided that Decedent would devise his estate equally to Krueger and Jacqueline Bartlebaugh ("Bartlebaugh"), Krueger's halfsister and the administrator of the Estate of John S. Banks ("Estate").
Docket Item ("D.I.") 1, ¶¶ 4, 5, 13, 14.
Krueger asserts that Decedent served as her "de facto father from 1981 until his death in 2020." She contends that, after Banks' death in July 2010, she saw Decedent's "multiple Wills," and had discussions with Decedent, to the effect that Decedent's estate would pass to Krueger and Bartlebaugh at his death. She also asserts that she and Decedent agreed that Decedent would continue to hold the mortgage on the Property, the mortgage would be fully satisfied at his death, and Decedent would not revoke his will devising one-half of his estate to Krueger. At some point following Banks' death, Decedent became romantically involved with Defendant Roxanne C.T. Foskey ("Foskey"). Decedent died on November 3, 2020.
Id., ¶ 10.
Id., ¶¶ 11, 12.
Id., ¶ 14. The agreement as to mortgage satisfaction is reflected in a written document. Id., Ex. A.
Id., ¶ 16.
Id., ¶ 18.
Bartlebaugh petitioned the Sussex County Register of Wills ("ROW") for letters of administration on January 4, 2021, and filed an affidavit stating that a diligent search had been made for a will from Decedent but that no will could be found on January 8, 2021. On January 11, 2021, the ROW granted letters of administration to Bartlebaugh.
Sussex County Register of Wills, Folio No. 22107 ("ROW Folio"), D.I. 1; id., D.I. 2. Because the ROW is a clerk of the Court of Chancery, filings with the ROW are subject to judicial notice. See 12 Del. C. § 2501; Del. R. Evid. 202(d)(1)(C); Arot v. Lardani, 2018 WL 5430297, at *1, n. 6 (Del. Ch. Oct. 29, 2018).
ROW Folio, D.I. 3.
On April 29, 2021, Kreuger filed the Complaint for Specific Performance of a Contract to Make a Will and Other Equitable Relief ("Complaint") against Defendants Foskey, Edward J. Boiser ("Boiser"), and the Estate, through Bartlebaugh, claiming breach of a contract to make a will ("Count I"), breach of fiduciary duty against Foskey ("Count II"), and replevin against Foskey to recover guns that allegedly belonged to Decedent ("Count III"). Boiser filed his answer to the Complaint on June 11, 2021, seeking dismissal of Count I. On September 24, 2021, the Estate, through Bartlebaugh, filed an answer, taking no position on Count I, joining in Krueger's claims against Foskey in Counts II and III but seeking dismissal of those Counts against it, and a cross-claim ("Cross-claim") against Foskey asking the Court to void the transfer of the title of Decedent's pickup truck to Foskey in September 2020. On February 21, 2022, Foskey answered the Complaint and the Cross-claim, and filed a counterclaim ("Counterclaim") claiming trespass and conversion of Decedent's personal property against Krueger. Boiser responded to the Counterclaim seeking its dismissal, and Krueger answered the Counterclaim, denying its claims.
The Complaint alleges that "Boiser was or may have been" Decedent's biological son and that Decedent never acknowledged "paternity of Boiser." D.I. 1, ¶¶ 8, 9. Boiser responds that he is Decedent's biological son. D.I. 8, ¶ 8.
D.I. 1.
D.I. 8.
D.I. 14.
D.I. 20. On January 12, 2022, Kreuger filed a motion for default judgment against Foskey. D.I. 18. In an April 7, 2022 response to that motion, Foskey's attorney explained that the delay in Foskey's response was caused by the unexpected passing of Foskey's long-time attorney, the receivership process, and difficulty in locating Foskey following her ouster from the Property by Krueger. D.I. 27. At an April 14, 2022 hearing, I denied the motion for default judgment in an oral final master's report that concluded the basis for the default judgment had been cured and this matter should be decided on the merits. D.I. 32. No exceptions were filed to that final master's report.
D.I. 21.
D.I. 26.
On March 21, 2022, Boiser filed a Motion to Partially Dismiss Pursuant to Rule 12(b)(6) ("MTPD"), arguing that Count I should be dismissed because the Complaint did not allege consideration to support a contract to make a will. In response, on May 2, 2022, Krueger filed a Motion to Amend Complaint ("MTA") and a proposed amended Complaint, which would add factual allegations about the 2002 Transaction and an alternative claim of promissory/equitable estoppel ("Count IV"). Boiser responded on May 4, 2022, arguing that the MTPD should be granted and the MTA denied because Krueger had no right to inherit from Decedent, she has not shown consideration or detrimental reliance to support the alleged oral agreement to make a will, and this Court lacks subject matter jurisdiction over Krueger's claims. In her June 6, 2022 reply, Krueger argues that the factual allegations in the proposed amended Complaint are sufficient to create a pleadings- stage inference of an enforceable contract and, alternatively, detrimental reliance and estoppel, and that this Court has subject matter jurisdiction over this matter.
D.I. 23.
D.I. 33; id., Ex. B.
D.I. 34.
D.I. 39.
II. Analysis
A. Krueger has adequately pled a contract claim.
Under Count I, Krueger seeks specific performance of the 2002 Transaction in which Decedent agreed to make a will (or establish an estate plan) devising one-half of his estate to Krueger, in return for her making monthly mortgage payments on the Property. Boiser moves to dismiss Count I for failure to state a claim upon which relief can be granted, arguing that the Complaint does not allege separate consideration for the promise to reimburse Krueger for the purchase price or to devise one-half of his estate to her, which was only a promise to make a gift.
D.I. 1, ¶¶ 24-26.
D.I. 23, ¶¶ 7-11.
"Delaware has a strong public policy that favors permitting a litigant a right to a day in court." On a motion to dismiss under Rule 12(b)(6) for failure to state claim upon which relief can be granted, the Court accepts all well pleaded factual allegations as true, with even vague allegations considered as "well pleaded" if they give the opposing party notice of the claim. All reasonable inferences are drawn in favor of the non-moving party, and the Court should "deny the motion unless the plaintiff could not recover under any reasonably conceivable set of circumstances susceptible of proof." Even though "it may, as a factual matter, ultimately prove impossible for the plaintiff to prove his claims at a later stage of a proceeding, ... that is not the test to survive a motion to dismiss."
Dishmon v. Fucci, 32 A.3d 338, 346 (Del. 2011).
See RBC Capital Markets, LLC v. Educ. Loan Tr. IV, 87 A.3d 632, 639 (Del. 2014) (citations omitted); In re Gen. Motors (Hughes) S'holder Litig., 897 A.2d 162, 168 (Del. 2006) (citing Savor, Inc. v. FMR Corp., 812 A.2d 894, 896-97 (Del. 2002)); Prairie Capital III, L.P. v. Double E Holding Corp., 132 A.3d 35, 49 (Del. Ch. 2015) (citation omitted).
Cent. Mortg. Co. v. Morgan Stanley Mortg. Capital Holdings LLC, 27 A.3d 531, 536 (Del. 2011); see also In re Gen. Motors (Hughes) S'holder Litig., 897 A.2d at 168; Kuroda v. SPJS Holdings, LLC, 971 A.2d 872, 880 (Del. Ch. 2009).
Cent. Mortg. Co., 27 A.3d at 536 .
The issue is whether Krueger has pled any reasonably conceivable set of circumstances through which it can be proven that she had an oral contract with Decedent to make a will bequeathing her one-half of his estate. "Delaware case law recognizes the validity of contracts to make a will." Although "[g]enerally, under . . . Delaware's Statute of Frauds, oral promises to make a will are unenforceable," it is "well-settled that [a] court may enforce a partly performed oral contract [to make a will] upon proof of clear and convincing evidence of actual part performance.""Delaware recognizes the validity and enforceability of an oral contract to make a will, [but] the law views those agreements with skepticism." The party alleging the oral contract to make a will must "prove that it actually performed under the contract in reliance on a quid pro quo arrangement and that not enforcing the arrangement would be inequitable." "At the pleading stage, the party seeking enforcement of an oral agreement to make a will must plead sufficient facts supporting a reasonably conceivable claim that (1) the oral agreement existed (there was an offer, acceptance, and consideration), (2) the material terms are definite and certain, (3) the Plaintiff partially performed in reliance on the agreement, and (4) that it would be inequitable not to enforce the agreement."
Eaton v. Eaton, 2005 WL 3529110, at *3 (Del. Ch. Dec. 19, 2005); see also In re Sparks, 1981 WL 88261, at *3 (Del. Ch. Sept. 1, 1981).
Eaton, 2005 WL 3529110, at *3 (citations omitted); see 6 Del. C. §2715 ("No action shall be brought to charge the personal representatives or heirs of any deceased person upon any agreement to make a will of real or personal property, or to give a legacy or make a devise, unless such agreement is reduced to writing, or some memorandum or note thereof is signed by the person whose personal representatives or heirs are sought to be charged, or some other person lawfully authorized in writing, by the decedent, to sign for in the decedent's absence.”).
Eaton, 2005 WL 3529110, at *3 (internal quotation marks and citations omitted).
McCloskey v. McCloskey, 2014 WL 4364469, at *9 (Del. Ch. Sept. 3, 2014); Barbato v. Davidson, 1992 WL 103045, at *3 (Del. Ch. May 14, 1992), aff'd, 620 A.2d 856 (Del. 1992) ("To conclude that a testator made a valid and enforceable unwritten contract to dispose of his property at death in a way other than that stated in a valid will requires a powerful factual demonstration.").
Brown v. Wiltbank, 2011 WL 5027057, at *5 (Del. Ch. Oct. 13, 2011); see also Eaton, 2005 WL 3529110, at *3.
Buck v. Est. of McCaffery, 2022 WL 3665763, at *5 (Del. Ch. Apr. 29, 2022), adopted (Del. Ch. 2022).
I find that Krueger has pled facts supporting each element. She pled that she contracted with Decedent and Banks in 2002 to purchase the Property and make mortgage payments on it if she would be reimbursed for the purchase price through Decedent's devising one-half of his estate to her. She claims that the transaction was established to provide income to Banks and Decedent. She performed by making mortgage payments to Decedent and Banks. She further alleges that the Decedent failed to maintain his part of the agreement.
D.I. 1, ¶ 13.
Id.
Id.¶¶ 13, 14.
D.I. 33, Ex. B, ¶ 25.
Applying Delaware's notice pleading standard and drawing all reasonable inferences in favor of Krueger, I find the terms of the 2002 Transaction, although not pled with particularity, are sufficient to give adequate notice to state a claim for an alleged oral agreement. Boiser argues that the consideration given by Krueger - the mortgage payments - was not sufficient since it equals the value of the Property Krueger purchased and separate consideration is needed for the provision that Decedent make a will benefiting Krueger. "To make a contract, some consideration must flow to the offeror."
See, e.g., Buck, 2022 WL 3665763, at *5, n. 56.
D.I. 34, ¶5.
McCloskey v. McCloskey, 2014 WL 4364469, at *16 (Del. Ch. Sept. 3, 2014), affd 113 A.3d 1081 (Del. 2015) (emphasis in original) (internal quotation marks and citations omitted). See also Clymer v. DeGirolano, 2021 WL 1549802, at *3 (Del.Ch. Apr. 19, 2021) ("A court of equity does not attempt to weigh the actual value nor to insist upon the equivalent in contracts, when each party has equal competence." (emphasis in original and quotation omitted)).
Consideration requires that each party to a contract convey a benefit or incur a legal detriment, such that the exchange is bargained for. If this requirement is met, there is no additional requirement of equivalence in the values exchanged because we limit our inquiry into consideration to its existence and not whether it is fair or adequate.
Cox Commc'ns, Inc. v. T-Mobile US, Inc., 273 A.3d 752, 764 (Del. 2022), reargument denied (Mar. 22, 2022) (cleaned up and citations omitted).
Boiser's argument focuses on the fact that Krueger received the Property in exchange for the mortgage payments so the consideration she gave was not sufficient to encompass the alleged oral contract for Decedent to make a will benefitting Krueger. However, the 2002 Transaction, as alleged, does not differentiate consideration between different aspects of the 2002 Transaction. It remains to be seen whether Krueger can prove her claim by clear and convincing evidence but, at this juncture, I find it is reasonably conceivable that Krueger can show consideration, and the other elements necessary to support an oral contract to make a will. Accordingly, Count I should survive.
Boiser also argues when Decedent memorialized his gift of a mortgage satisfaction in writing in 2011 ("2011 Agreement"), it is inconsistent that he did not, at that time, also reflect his intention to bequeath part of his estate to Krueger. D.I. 23, ¶ 12. He also claims that Krueger has no right or expectancy to inherit a share of the estate. D.I. 34, ¶¶ 3, 4. Any right of Krueger to share in Decedent's estate only arises if Krueger can establish, through evidence, that a contract to make a will was entered into, or through some other legal right obligating Decedent to include Krueger in his estate plans. And, the relationship of the 2011 Agreement to any alleged oral contract is unclear at this time.
B. Krueger 's amendment to the Complaint is not futile.
Krueger seeks to amend the Complaint under Court of Chancery Rule 15(aaa) to add factual allegations about the 2002 Transaction to support Count I and Count IV, a new alternative claim of promissory/equitable estoppel. Boiser challenges the sufficiency of the pleaded facts in the proposed amended Complaint and argues that there was no reasonable detrimental reliance by Krueger. In reply, Krueger argues that the proposed amended Complaint pleads the elements of promissory and equitable estoppel.
D.I. 33; id., Ex. B. The proposed amended Complaint includes new allegations about Krueger's reliance on the promises made by Decedent and Banks, that she was not intending to buy real property when they asked her to purchase the Property, and consideration following the subsequent agreement between Krueger and Decedent in 2011. Id.
D.I. 34.
D.I. 39, ¶¶ 17, 19.
"Court of Chancery Rule 15(aaa) requires plaintiffs faced with a motion to dismiss for failure to state a claim to either amend their complaint instead of opposing the motion, or else stand firm and face a dismissal with prejudice if they lose." In cases, like this one, where a motion for leave to amend is filed before the due date of the brief responding to the motion to dismiss, "the motion is governed by the liberal standards of Rule 15(a)." And, Rule 15(a) provides that a "party may amend the party's pleading . . . by leave of Court . . . and leave shall be freely given when justice so requires." "Rule 15 provides for liberal granting of amendments when justice requires" and reflects the modern philosophy that cases "are to be tried on their merits, not on the pleadings." Motions to amend are committed to the sound discretion of the judge.
Otto Candies, LLC v. KPMG, LLP, 2019 WL 1856766, at *1 (Del. Ch. Apr. 25, 2019).
TVI Corp. v. Gallagher, 2013 WL 5809271, at *21 (Del. Ch. Oct. 28, 2013).
Ct. Ch. R. 15(a).
Cartanza v. Lebeau, 2006 WL 903541, at *2 (Del. Ch. Apr. 3, 2006); In re Transamerica Airlines, Inc., 2006 WL 587846, at *2 (Del. Ch. Feb. 28, 2006).
Cf. Ross Holding & Mgmt. Co. v. Advance Realty Grp., LLC, 2010 WL 3448227, at *2 (Del. Ch. Sept. 2, 2010); Fields v. Kent Cty., 2006 WL 345014, at *4 (Del. Ch. Feb. 2, 2006).
A motion to amend will be denied if the amendment would be futile. A "motion for leave to amend a complaint is futile where the amended complaint would be subject to dismissal under Rule 12(b)(6) for failure to state a claim." Thus, for a motion to amend, as with a motion to dismiss, all well-pled allegations in the amendment are assumed to be true and the moving party receives the benefit of all reasonable inferences. If the party seeking the amendment would not be "entitled to recover under any reasonably conceivable set of circumstances susceptible of proof," then the amendment is futile, and the motion to amend is denied.
Cf. Clark v. State Farm Mut. Auto. Ins. Co., 131 A.3d 806, 811 (Del. 2016); NACCO Indus., Inc. v. Applica Inc., 2008 WL 2082145, at *1 (Del. Ch. May 7, 2008) ("A motion to amend may be denied, however, if the amendment would be futile, in the sense that the legal insufficiency of the amendment is obvious on its face"); Cartanza, 2006 WL 903541, at *2 (Del. Ch. Apr. 3, 2006).
Clark, 131 A.3d at 811-12 (citation omitted); Ross Holding & Mgmt. Co., 2010 WL 3448227, at *2 ("the proposed amended complaint is subject to the same familiar standard as a motion to dismiss"); Cartanza, 2006 WL 903541, at *2; In re Transamerica Airlines, Inc., 2006 WL 587846, at *2.
See Prairie Capital III, LP v. Double EHolding Corp., 132 A.3d 35, 49 (Del. Ch. 2015) (citing Savor, Inc. v. FMR Corp., 812 A.2d 894, 897 (Del. 2002)); FS Parallel Fund LP v. Ergen, 2004 WL 3048751, at *2 (Del. Ch. Nov. 3, 2004), aff'd, 879 A.2d 602 (Del. 2005).
Prairie Capital III, LP, 132 A.3d at 49; Ross Holding & Mgmt. Co., 2010 WL 3448227, at *2 (citation omitted).
In determining whether the proposed amended Complaint is futile, I consider the supplemented factual allegations and the addition of Count IV, an alternative claim of promissory/equitable estoppel. "To establish a claim for promissory estoppel, a plaintiff must show by clear and convincing evidence that: (i) a promise was made; (ii) it was the reasonable expectation of the promisor to induce action or forbearance on the part of the promisee; (iii) the promisee reasonably relied on the promise and took action to his detriment; and (iv) such promise is binding because injustice can be avoided only by enforcement of the promise." Promissory estoppel is "viewed as a consideration substitute for promises which are reasonably relied upon, but which would otherwise not be enforceable."
My research did not reveal any Delaware cases addressing estoppel separately from an oral contract to make a will. See Haldeman v. Worrell, 2016 WL 3459642, at *11-12 (Del. Ch. June 16, 2016) (addressing an estoppel claim in the context of an oral contract to make a will); see also Real Est. of Warren v. Warren, 1999 WL 183357, at *4-6 (Del. Ch. Mar. 17, 1999) (discussing estoppel related to testamentary transfers of land).
Lord v. Souder, 748 A.2d 393, 399 (Del. 2000).
Id. at 400.
Krueger claims promissory estoppel: she made mortgage payments on the Property in reliance on Decedent's and Banks' promises that she would recover her full investment in the Property by inheriting their estate, and relied on their promises and took action - purchasing the Property and making mortgage payments - to her detriment, because she did not intend to purchase property and her sole purpose of purchasing the Property was to provide income to Decedent and Banks. She further asserts that enforcing their promises avoids injustice. Boiser contends that the proposed amended Complaint does not allege any detriment to Krueger - there are no averred details about the purchase arrangement between Decedent, Banks and Krueger for the Property to show unjust impact on Krueger from the transaction.Krueger responds that her detriment is that she purchased the Property and made mortgage payments when she was not bound to do so and was not otherwise intending to do so. Under the "plaintiff-friendly lens" that applies to determining the MTA's futility, I find, although not pled with particularity, Krueger has pled sufficient allegations of a cause of action for promissory estoppel.
D.I. 39, ¶ 19; D.I. 33, Ex. B, ¶¶ 13, 37-40.
D.I. 33, Ex. B, ¶ 41.
D.I. 34, ¶ 8.
"Consideration exists if the promisee does anything legal in return for the promise which he or she is not bound to do, or refrains from doing anything which he or she has a right to do . . . If the promisee incurs some detriment, it does not matter that the promisor received no benefit."17 C.J.S. Contracts §126.
Boiser also argues that Krueger did not reasonably rely on the alleged promises since the value of their estates is not known until their deaths. D.I 34, ¶ 9. I am unpersuaded by that argument - no person entering into an oral contract to make a will can know the value of the estate at time they are bargaining (since the estate is not established until the grantor's death), but that does not prevent them from entering into an oral contract for it. See, e.g., Hughes v. Frank, 1995 WL 632018, at *2 (Del. Ch. Oct. 20, 1995).
Krueger also claims equitable estoppel applies in this case. "[E]quitable estoppel is invoked 'when a party by his conduct intentionally or unintentionally leads another, in reliance upon that conduct, to change position to his detriment.'"To prevail on an equitable estoppel claim, a plaintiff must show, by clear and convincing evidence, that "(i) they lacked knowledge or the means of obtaining knowledge of the truth of the facts in question; (ii) they reasonably relied on the conduct of the party against whom estoppel is claimed; and (iii) they suffered a prejudicial change of position as a result of their reliance."
D.I. 39, ¶ 17.
Vintage Rodeo Parent, LLC v. Rent-a-Ctr., Inc., 2019 WL 1223026, at *23 (Del. Ch. Mar. 14, 2019) (citations omitted).
Id. (citation omitted).
Krueger has pled that she relied on Decedent's alleged conduct (promising her that he would leave her a share of his Estate and showing her his will doing so) when she purchased the Property and made mortgage payments, she did not know that he had revoked his will (which is presumed since his will has not been found) and, as a result, she was not reimbursed for the monies she paid to Decedent and Banks for the Property. So, under Delaware's notice pleading standard and drawing all reasonable inferences in her favor, I find that Krueger has pled sufficient allegations of an equitable estoppel claim to show that Count IV is not futile.
D.I. 39, ¶ 17; D.I. 33, Ex. B. ¶¶ 13, 36-41.
C. This Court has subject matter jurisdiction over Krueger's claims.
Finally, I address Boiser's argument that this Court does not have subject matter jurisdiction over Krueger's claims because she seeks only damages.Krueger responds that specific performance of a contract to make a will and equitable estoppel are equitable in nature. "The Court of Chancery will dismiss an action under Rule 12(b)(1) 'if it appears from the record that the Court does not have subject matter jurisdiction over the claim.'" "[T]he Court of Chancery can acquire subject matter jurisdiction over a cause in only three ways, namely, if: (1) one or more of the plaintiff's claims for relief is equitable in character, (2) the plaintiff requests relief that is equitable in nature, or (3) subject matter jurisdiction is conferred by statute." "[T]he plaintiff bears the burden to make out aprima facie case establishing jurisdiction." I conclude that this Court, as a court of equity, has subject matter jurisdiction over Krueger's claims, including his claim seeking specific performance of an oral contract to make a will.
D.I. 34, ¶ 11 (second ¶ 10).
D.I. 39, ¶ 18.
Pitts v. City of Wilmington, 2009 WL 1204492, at *5 (Del. Ch. Apr. 27, 2009).
Endowment Rsch. Grp., LLC v. Wildcat Venture Partners, LLC, 2021 WL 841049, at *6 (Del. Ch. Mar. 5, 2021) (internal quotation marks and citation omitted).
Baier v. Upper New York Inv. Co. LLC, 2018 WL 1791996, at *5 (Del. Ch. Apr. 16, 2018) (internal citations omitted).
See, e.g., Buck v. Est. of McCaffery, 2022 WL 3665763, at *5 (Del. Ch. Apr. 29, 2022), adopted (Del. Ch. 2022) ("this Court, because it is a court of equity, "may enforce a partly performed oral contract [to make a will] upon proof of clear and convincing evidence of actual part performance" (citations omitted)).
III. Conclusion
For the reasons set forth above, I recommend that the Court DENY Defendant Edward J. Boiser's Motion to Partially Dismiss the Complaint and GRANT Plaintiff Kelli Krueger's Motion to Amend the Complaint. This is a final report and exceptions may be taken under Court of Chancery Rule 144.
Sincerely yours, Patricia W. Griffin, Master in Chancery