Submitted: September 11, 2013
Charles J. Brown, III, Esq. Gellert, Scali, Busenkell & Brown Attorney for Plaintiff
Charles Snyderman Attorney for Defendant
MEMORANDUM OPINION AND ORDER AFTER TRIAL
Robert H. Surles; Judge.
This is a breach of contract action that arose out of a contract between Plaintiff Community Management Services, LLC ("CMS") and Defendant Amberfield Association ("Amberfield"). CMS filed a Complaint against Amberfield on October 19, 2011. A trial was held on June 24, 2013, and the Court reserved decision. This is the Court's Memorandum Opinion and Order in connection with the relief sought by the Complaint. For the reasons set forth below, the Court is entering judgment in favor of CMS.
FACTUAL AND PROCEDURAL BACKGROUND
On October 19, 2011, CMS filed a Complaint against Amberfield. The Complaint alleged that on or about April 19, 2009, the parties entered into a contractual agreement under which CMS was to provide collection and support services for Amberfield. CMS alleged that on or about June of 2011, Amberfield terminated the contract, leaving outstanding invoices. CMS alleged that Amberfield refused to pay the outstanding invoices, and as a result, CMS has suffered damages in the amount of $31, 435.70.
Amberfield filed an Answer and Counterclaim on February 27, 2012. In its Answer, Amberfield admits to the existence of a contract with CMS and admits that its counsel informed CMS of the termination, but denies owing any amount to CMS, as the contract was unconscionable and was signed under duress as a result of undue influence and misrepresentation. In its Counterclaim, Amberfield alleges that CMS failed to perform under the terms of the contract, and that at the time the contract was signed, Amberfield had no knowledge that CMS had no right to charge the homeowners fees. Amberfield requested a full accounting from CMS to determine the damages it suffered. CMS denied that it failed to provided the contracted-for services, and stated that it did not have sufficient knowledge regarding the right to charge homeowners fees. CMS alleged that Amberfield lacked the standing to pursue the claim regarding the fees, as the homeowners themselves, not the Association, were the alleged injured parties.
CMS submitted four exhibits into evidence and had one witness testify during their casein-chief CMS's witness was Steven Blanchies. Mr. Blanchies is the owner of CMS, and was the individual who entered into the contract with Amberfield on behalf of CMS. Mr. Blanchies testified that on April 18, 2009, he entered into an agreement with Amberfield to provide collection services and to provide support services for the newly-established Board. The contract was to begin on April 18, 2009, and would continue through April 30, 2012.
Mr. Blanchies outlined his collection process, including the mailing of demand letters and the assessment of late fees. Mr. Blanchies then testified as to his invoicing process for the Amberfield bills. He explained the interest charges and fees that would be applied to outstanding invoices. He then walked through the Amberfield invoices outstanding as of the date of trial, along with the letters he mailed to Amberfield regarding the imposition of interest and fees on the outstanding invoices. Mr. Blanchies testified that he was unaware of any concerns on behalf of Amberfield, and stated that he did not know of any problems until he received a letter from Amberfield's attorney terminating the contract. Mr. Blanchies then explained the cancellation policy in the contract.
Finally, Mr. Blanchies explained the increase in price for the demand letters, and also explained the collection fees associated with the contract. He closed his testimony by stating that he did approach the members of Amberfield regarding the possible dissolution of CMS, and asked if they would be interested in signing another contract with a different company that he owned, Mr. Blanchies testified that he never told anyone in Amberfield that CMS was officially dissolved, nor did he cancel CMS's contract with Amberfield.
Amberfield submitted five documents into evidence, and had two individuals testify. Amberfield's first witness was Mark Royster. Mr. Royster is the President of the Amberfield Association. Mr. Royster testified to the relationship between Amberfield and Wellington Woods,  and then discussed entering into the contract with Mr. Blanchies. Mr. Royster testified that the Association was struggling to find ways to collect the homeowner's fees, and sought help from Mr. Blanchies and CMS. He staled that he was aware that CMS would collect the dues, send the money to Amberfield, and then Amberfield would pay CMS. Mr. Royster testified to the relationship between CMS and Amberfield, and then stated that Amberfield ultimately did not approve of Mr. Blanchies' approach to the collection of fees, and that the Association asked him to stop collecting. Mr. Royster testified that he did not recall a discussion with Mr. Blanchies regarding the increase in price for the demand letters. Finally, Mr. Royster testified that the only complaint he had with CMS surrounded the demand letters.
Amberfield's second witness was Louise Skinner, the Treasurer for Amberfield. Ms. Skinner testified to the conversation with Mr. Blanchies regarding the dissolution of CMS. She stated that Mr. Blanchies asked Amberfield to sign a new contract as a result of the possible dissolution. Ms. Skinner closed her testimony by stating that Amberfield paid CMS ...