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LLC v. Investusa Holding Enterprises, LLC

Superior Court of Delaware

June 12, 2018

913 MARKET, LLC, Plaintiff,
v.
INVESTUSA HOLDING ENTERPRISES, LLC Defendant.

          On Plaintiff 913 Market, LLC's Motion for Summary Judgment.

          ORDER

          CALVIN L. SCOTT, JR. JUDGE.

         This action arises out of a claim for breach of contract. Plaintiff, 913 Market, LLC (hereinafter "Plaintiff") filed a Complaint with this Court on September 27, 2016 alleging that Defendant, InvestUSA Holding Enterprises, LLC ("Defendant") breached a contract for the sale of a property located at 913 North Market Street, Wilmington, Delaware. Plaintiff filed a Motion for Summary Judgment.

         Background

         In June 2016, Plaintiff held an auction for the sale of the property located at 913 North Market Street in Wilmington. Defendant was the highest bidder with a bid of $1, 200, 000. A Sale Agreement was drafted by Seller's agent and that Agreement is at the crux of this action. Closing was scheduled for July 15, 2016. Closing did not occur as scheduled, attempts at mediation failed, and eventually this action was filed. Plaintiff, in an effort to ensure the sale of the property entered into a "backup" contract with the second highest bidder on August 3, 2016. The property was eventually sold in June 2017 to a third party.

         Standard of Review

         The Court may grant summary judgment if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to summary judgment as a matter of law."[1] The moving party bears the initial burden of showing that no material issues of fact are present.[2] Once such a showing is made, the burden shifts to the non-moving party to demonstrate that there are material issues of fact in dispute.[3] In considering a motion for summary judgment, the Court must view the record in a light most favorable to the non-moving party.[4] The Court will not grant summary judgment if it seems desirable to inquire more thoroughly into the facts in order to clarify the application of the law.[5]

         Parties Assertions

         The Parties agree that Defendant was the highest bidder at auction for the sale of property located at 913 North Market Street, Wilmington, Delaware. Subsequent to that auction the Parties entered into a Sales Agreement for the property. The Parties agree the contract filed with Plaintiff's motion is the contract at issue before the Court.[6] The parties agree closing was to be held on July 15, 2016, but did not occur as scheduled. It is undisputed that a "backup" contract was entered into by Plaintiff for the sale of the property after the original closing date. It is also undisputed that the property eventually sold in 2017 to a third party.

         Plaintiff in their motion argues the contract terms are clear and unambiguous, Defendant breached the contract when closing did not occur on July 15th, and as a result they are entitled to recover the Earnest Money Deposit. The deposit stated in the contract is $61, 687.50 and the addendum to the contract filed by Plaintiff enlarges that deposit to $123, 375. Per the deposition of Defendant's representative $123, 375 was deposited into escrow.[7]

         Defendant opposes summary judgment on several grounds. Defendant argues there is a dispute as to if and when the contract was terminated, and whether written notice requirements of the contract were met. Defendant contends the $123, 000 damage claim is factually unsupported. Defendant raises issue with Plaintiff's entering into the "backup" contract, while dialogue continued between Plaintiff and Defendant. Additionally, Defendant seeks leave from the Court to file a counterclaim.

         In support of their opposition Defendant has submitted the "backup" contract entered into by Plaintiff, and an email from Plaintiff's counsel dated January 16, 2017. Defendant offers the second contract to call into question if and when the contract in dispute was terminated. Defendant proffers the email as evidence indicating the parties were simply "out of contract, meaning that the Plaintiff is not entitled to the deposit."[8]

         Analysis

         It appears there are material facts remaining at issue before the Court. There are unresolved questions related to Plaintiff's breach of contract claim. Furthermore, reviewing the facts in the light most favorable to Defendant there is a discrepancy as to the amount of damages owed in the event of a breach. Reviewing the record in a light most favorable to Defendant, the Court finds that a ...


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