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USA House Solutions, Inc. v. Zaborowski

Court of Chancery of Delaware

January 24, 2018

USA HOUSE SOLUTIONS, INC., Petitioner,
v.
FRANCIS A. ZABOROWSKI, Respondent.

          ORDER RESOLVING CROSS MOTIONS FOR SUMMARY JUDGMENT

          Tamika Montgomery-Reeves Vice Chancellor

         WHEREAS, on April 10, 2015, USA House Solutions, Inc. and Francis A. Zaborowski entered into an agreement (the "Contract") for the sale of property located at 21 Anchor Inn Road, Townsend, Delaware 19734 (the "Property");

         WHEREAS, the Estate of Christine A. Zaborowski (the "Estate") owned the Property at the time of the execution of the Contract;

         WHEREAS, the Estate closed with the New Castle County Register of Wills on November 30, 2016;

         WHEREAS, on September 22, 2016, Respondent entered into an agreement to sell the land to a third party for twice the price of the Contract;

         WHEREAS, Petitioner moves for summary judgment and asks for specific performance of the Contract;

         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. I grant Petitioner's Motion for Summary Judgment and order specific performance of the Contract.

         3. Under Delaware law, the Court grants summary judgment "if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Twin Bridges Ltd. P'ship v. Draper, 2007 WL 2744609, at *8 (Del. Ch. Sept. 14, 2007) (citing Ct. Ch. R. 56(c)). When considering a motion for summary judgment, the evidence and the inferences drawn from the evidence are to be viewed in the light most favorable to the nonmoving party. Judah v. Del. Tr. Co., 378 A.2d 624, 632 (Del. 1977).

         4. Petitioner moves for summary judgment and seeks specific performance of the Contract. "A party seeking specific performance of a real estate contract must prove three elements: (i) that it had a valid contract; (ii) that it was ready, willing, and able to perform its obligations under that contract; and (iii) that the balance of the equities favors specific performance." Deene v. Peterman, 2007 WL 2162570, at *5 (Del. Ch. July 12, 2007) (citing Walton v. Beale, 2006 WL 265489, at *3 (Del. Ch. Jan. 30, 2006)). The party "seeking specific performance has the burden of proving entitlement by clear and convincing evidence." Id. (quoting Carteret Bancorp, Inc. v. Home Gp., Inc., 1988 WL 3010, at *9 (Del. Ch. Jan. 13, 1988)).

         5. Respondent argues that the Contract is void for violating the rule against perpetuities. Resp't's Answering Br. 10. Petitioner disagrees. Assuming the rule against perpetuities applies in this context, I conclude that the Contract does not violate the rule against perpetuities.

         6. The rule against perpetuities states:

[N]o interest is good unless it must vest, if at all, not later than 21 years after some life in being at the creation of the interest. The purpose of the rule is to promote free alienation of land and therefore it should be rigidly enforced. The rule is not concerned with the duration of an interest in land, but rather the time of vesting of that interest. It is not enough that the contingent event may happen or even probably will happen ...

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