Opinion
89 2022
10-04-2022
JEFFREY CLOUSER, Plaintiff Below, Appellant, v. LISA MARIE, Defendant Below, Appellee
Submitted: August 12, 2022
Court Below-Superior Court of the State of Delaware C. A. No. N21C-03-166
Before SEITZ, Chief Justice; VALIHURA and TRAYNOR, Justices.
ORDER
Collins J. Seitz, Jr. Chief Justice
(1) The appellant, Jeffrey Clouser, appeals from the Superior Court's February 14, 2022 order dismissing Clouser's amended complaint asserting breach of contract and other claims against the appellee, Lisa Marie. For the reasons discussed below, we affirm the Superior Court's judgment.
(2) Clouser filed the operative, amended complaint in April 2021 in the Superior Court. The amended complaint alleged that on Friday March 13, 2020, Clouser contacted Marie, who is a real estate agent, to inquire about viewing two houses that were for sale on Murphy Road in North Wilmington. Clouser and Marie met that afternoon to tour those properties, and Marie suggested that Clouser might be interested in touring another nearby home that was also for sale. Clouser and Marie then toured that property, 227 Murphy Road, after which Clouser indicated that he was interested in purchasing that property because it was ideally located for his transition to a home-based business. The amended complaint alleged that Marie orally agreed to represent Clouser in potentially purchasing the property. Clouser stated that he would like his wife to see the property, and Marie indicated that she would fit a second tour of the property into her weekend schedule.
(3) The amended complaint alleged that Marie did not contact Clouser to arrange a second tour during that weekend. Clouser therefore sent a text message to Marie on Monday March 16, 2020, asking when she would be in North Wilmington. On Thursday March 19, 2020, Marie responded by text, apologizing for the delay in her response and indicating that a family emergency had arisen but that she would be back at work the following day. Clouser expressed sympathy and asked Marie to contact him again when things settled down for her. That same day, Thursday March 19, 2020, the Governor ordered the closure of many businesses because of the COVID-19 pandemic. The amended complaint alleged no further contact between the parties following their text exchange on March 19. The property at 227 Murphy Road sold to another purchaser approximately two months later.
(4) The amended complaint alleged that the parties formed an oral contract for Marie to represent Clouser in purchasing 227 Murphy Road. It asserted six counts for which he sought relief: (i) breach of contract; (ii) fraudulent misrepresentation; (iii) tortious interference with prospective business relations; (iv) slander per se; (v) "personal injury of mental suffering and emotional distress;" and (vi) "identifying unknown defendant." Marie moved to dismiss for failure to state a claim or, alternatively, for judgment on the pleadings. On February 14, 2022, the Superior Court issued a memorandum opinion granting Marie's motion to dismiss.The court held that the amended complaint failed to state a claim for breach of contract because the facts alleged did not support a reasonable inference that Clouser and Marie entered into a binding contract or that Clouser suffered damages. The court held that the amended complaint also failed to state a claim as to the other causes of action.
Clouser v. Marie, 2022 WL 453551 (Del. Super. Ct. Feb. 14, 2022).
Id. at *3-4.
Id. at *3.
(5) This Court reviews de novo a trial court's decision to dismiss a complaint for failure to state a claim or to grant judgment on the pleadings. "A motion for judgment on the pleadings may be granted only when no material issue of fact exists and the movant is entitled to judgment as a matter of law." "In deciding a motion to dismiss under Rule 12(b)(6), a trial court must accept as true all well-pled allegations of fact and draw reasonable inferences in the plaintiff's favor, but a court is not required to accept every strained interpretation proposed by the plaintiff."
See Chi. Bridge & Iron Co. v. Westinghouse Elec. Co., 166 A.3d 912, 925 (Del. 2017) ("This Court reviews de novo the Court of Chancery's grant of a motion for judgment on the pleadings."); VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 610 (Del. 2003) (stating that the Supreme Court reviews de novo a trial court's dismissal of a complaint for failure to state a claim).
Chicago Bridge, 166 A.3d at 925.
Caspian Alpha Long Credit Fund, L.P. v. GS Mezzanine Partners 2006, L.P., 93 A.3d 1203, 1205 (Del. 2014).
(6) On appeal, Clouser argues that the Superior Court erred by holding that the amended complaint did not sufficiently allege that the parties entered into a binding oral or implied-in-fact contract. The Superior Court determined that the amended complaint did not allege sufficiently definite contract terms to support a conclusion that the parties entered into a binding contract. We agree. "[I]n general, 'the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration.'" "In other words, there must be a 'meeting of the minds' that there is a contract supported by consideration."The amended complaint did not allege facts that support a reasonable inference that a "meeting of the minds" occurred here. In particular, as the Superior Court correctly concluded, the amended complaint did not allege sufficiently definite contract terms-specifically, the type or amount of consideration that Clouser would provide to Marie for her services-to suggest that the parties formed an enforceable contract.
See Clouser, 2022 WL 453551, at *3-4 (explaining the differing factual circumstances that lead to the formation of an implied-in-fact contract and an oral contract).
Id. at *4.
Eagle Force Holdings, LLC v. Campbell, 187 A.3d 1209, 1212 (Del. 2018) (quoting RESTATEMENT (SECOND) OF CONTRACTS § 17 (1981)).
Id.
Id. at 1232 ("A contract is sufficiently definite and certain to be enforceable if the court can- based upon the agreement's terms and applying proper rules of construction and principles of equity-ascertain what the parties have agreed to do.").
(7) Clouser also argues that the Superior Court erroneously held that "there was no consideration for the putative oral contract, not even the speculative consideration Clouser claims Marie would have received if he were able to buy" 227 Murphy Road, because under 24 Del. C. § 2930(a) "Clouser had no obligation to pay compensation to Marie absent a written contract." Because we agree with the Superior Court's determination that the amended complaint did not allege facts sufficient to infer that the parties agreed to-or even discussed-the consideration that Clouser would provide for Marie's services, we need not consider whether the absence of a written brokerage agreement under Section 2930 prevented the parties from forming an enforceable contract. For the same reason, we need not reach Clouser's contention that the Superior Court erred by concluding that the amended complaint failed to state a claim for breach of contract because it did not sufficiently allege damages.
Clouser, 2022 WL 453551, at *4. Title 24, Section 2930(a) of the Delaware Code provides, in part: "Nothing in this chapter obligates a buyer, tenant, seller or landlord to pay compensation to a broker or brokerage organization unless that party has entered into a written brokerage agreement with the broker or brokerage organization specifying the compensation terms." 24 Del. C. § 2930(a).
(8) Finally, Clouser contends that the Superior Court erred by considering Marie's "arguments from outside the Answer" when deciding the motion to dismiss or for judgment on the pleadings. Clouser has not sufficiently articulated this claim of error to enable this Court to review it. In any event, for the reasons discussed above, we conclude that the Superior Court appropriately applied the applicable standards when deciding the motion to dismiss or for judgment on the pleadings.
See DEL. SUPR. CT. R. 14(b)(vi)(3) ("The merits of any argument that is not raised in the body of the opening brief shall be deemed waived and will not be considered by the Court on appeal.").
NOW, THEREFORE, IT IS ORDERED that judgment of the Superior Court is AFFIRMED. BY THE COURT: