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Falciani v. Zinszer

Superior Court of Delaware

October 29, 2019

RUDOLPH FALCIANI, Plaintiff,
v.
ELIZABETH V. ZINSZER, SHERREE J. BEDELL, and STEPHEN ZINSZER, Defendants.

         Decision after Bench Trial

         Verdict for Plaintiff in part.

         Verdict for Defendants in part.

          Douglas A. Shachtman, Esquire, The Shachtman Law Firm, Wilmington, DE, Attorney for Plaintiff.

          Donald L. Gouge, Jr., Esquire, Donald L. Gouge Jr., LLC, Wilmington, DE, Attorney for Defendants.

          MEMORANDUM OPINION

          THE HONORABLE CALVIN L. SCOTT, JR. JUDGE

         I. Introduction

         This is the Court's decision following a one-day bench trial relating to certain disputes arising from an alleged contract for the sale of land between Rudolph Falciani ("Plaintiff or "Buyer") and Elizabeth Zinszer, Sherree Bedell, and Steven Zinszer (collectively "Defendants" or "Sellers").

         II. Findings of Fact

         The Court held a Replevin Hearing in this case on June 19, 2018. The Court held a one-day bench trial for this case on April 24, 2019. The facts before the Court were established in both proceedings.

         Plaintiff and Defendant Steven Zinszer became friends during their workdays at Booths Corner Farmer's Market in Boothwyn, Pennsylvania, where each sold items from a booth. One day in May or June 2016, Plaintiff learned from Mr. Zinszer that his mother, Defendant Elizabeth Zinszer, intended to sell her home at 34282 Central Avenue, Frankford, Delaware ("Frankford Property"). Plaintiff expressed interest in purchasing the Frankford Property. Plaintiff eventually toured the Frankford Property in the presence of Mr. Zinszer, Ms. Zinszer, and Defendant Sheree Bedell.

         In May or early June 2016, Defendants agreed to sell the Frankford Property to Plaintiff for $375, 000. This agreement was made orally. Plaintiff made an initial down payment of about $120, 000 cash on June 14, 2016. Plaintiff and Ms. Zinszer signed a partial payment receipt acknowledging this down payment on that same day. The partial payment receipt indicated the Frankford Property was being sold "as is" for a total price of $375, 000.[1] This receipt reflected an outstanding balance of $255, 000.

         A second payment drawn from Plaintiffs then-girlfriend, Nancy Hendrix, in the amount of $68, 000 was made on July 26, 2016. Plaintiff and Ms. Zinszer also signed a partial payment receipt acknowledging this second down payment. This second partial payment receipt is identical to the first receipt with the exception of the indicated total price of the home being listed as $275, 000 and the outstanding balance being written as $187, 000.

         As part of the agreement for the sale of the Frankford Property, Plaintiff agreed to maintain the grass of the Frankford Property. At some point in time after the first down payment, Mr. Zinszer granted Plaintiff permission to store a lawn mower in half of the garage of the Frankford Property. Plaintiff proceeded to move several items of personal property from his home in Pennsylvania to the Frankford Property. To move items from his home in Pennsylvania to the Frankford Property, Plaintiff made several trips using a pickup truck, a utility trailer, and a container style moving "pod." Plaintiff placed his personal property in the home as well as in the entire garage of the Frankford Property.

         Plaintiff also made changes to the Frankford Property. Plaintiff installed real hardwood flooring in several rooms, tile flooring in some areas, and painted the walls. To complete these projects, Plaintiff removed carpet from the home and took down wallpaper. These alterations were not part of the agreement for the sale of the Frankford Property.

         Ms. Bedell and Ms. Zinszer visited the Frankford Property in May 2017 and discovered the large number of items Plaintiff had stored therein. Plaintiff and Defendants had not gone to settlement on the property at this point in time. On May 15, 2017, Ms. Bedell sent a letter to Plaintiff ("May 15 Letter") on behalf of Ms. Zinszer and demanded Plaintiff contact Defendants within seven days and complete the sale within 30 days. The May 15 Letter also asked Plaintiff not to access the Frankford Property until the issues could be resolved. The Certified Mail receipt for the May 15 Letter shows Ms. Hendrix signed for this letter on May 17, 2017.

         A telephone conversation took place between Ms. Hendrix and Ms. Bedell on May 20, 2017. Ms. Hendrix informed Ms. Bedell that Plaintiff was in the process of obtaining a mortgage for the remainder of the purchase price on the Frankford Property. Plaintiff was to provide Defendants with proof of this mortgage within the next few days. Plaintiff did not provide such proof.

          On May 25, 2017, Ms. Bedell sent another letter to Plaintiff ("May 25 Letter") on behalf of Ms. Zinszer and demanded Plaintiff remove his personal property from the Frankford Property on or before June 12, 2017. The May 25 Letter informed Plaintiff that he would need to make an appointment with Mr. Zinszer to access the Frankford Property and retrieve his personal property. The May 25 Letter also stated that Defendants considered the sale of the property to have failed. The Certified Mail receipt shows Ms. Hendrix signed for this letter on June 12, 2017.

         On May 26, 2017, a telephone conversation took place between Ms. Hendrix and Ms. Bedell. Ms. Hendrix informed Ms. Bedell that she and Plaintiff still planned to move into the Frankford Property. Ms. Bedell informed Ms. Hendrix that Plaintiff could not move into the home because he had not paid the full purchase price. Ms. Bedell also told Ms. Hendrix that Plaintiff needed to remove his personal property from the Frankford Property on or before June 12, 2017. Because this phone conversation soon became heated, Ms. Bedell sent a third letter to Plaintiff on May 26, 2017 ("May 26 Letter") on behalf of Ms. Zinszer. The May 26 Letter is identical to the May 25 Letter. The Certified Mail receipt shows Ms. Hendrix signed for the May 26 Letter on June 12, 2017.

         Plaintiff did not retrieve his personal property from the Frankford Property on or before June 12, 2017. Defendants began disposing of Plaintiff s personal property on June 17, 2017. Defendants used dumpsters to dispose of Plaintiff s property. On June 20, 2017, Plaintiff obtained a moving truck to retrieve his personal property. Plaintiff contacted Mr. Zinszer about retrieving his personal property on June 25, 2017.

         III. Parties' Contentions

         On March 22, 2018, Plaintiff filed the instant action. Plaintiff alleges the following claims against Defendants: Breach of Contract, Conversion, Replevin, Malicious Prosecution, and Unjust Enrichment. Plaintiff asks this Court to award damages in the amount of his down payments, the value of his converted personal property, and the cost of improvements. This Court denied Plaintiffs action for replevin on July 31, 2018.[2] Plaintiff presented no evidence at trial in support of his malicious prosecution claim.

         Defendants initially proceeded pro se in the instant action. Defendants obtained counsel for this matter on October 8, 2018. Counsel for Defendants then filed an amended answer and a counterclaim. Defendants counterclaimed against Plaintiff for Breach of Contract. Defendants ask this Court to deny Plaintiffs claims and allow Ms. Zinszer to retain Plaintiffs down payments.

         IV. Discussion

         The primary issues before the Court are: (1) whether the oral agreement between the parties created a valid, enforceable contract for the sale of land; (2) if so, what are the consequences of Plaintiffs breach of that contract; (3) whether Defendant has been unjustly enriched by Plaintiffs conduct; and (4) whether Defendant converted Plaintiffs personal property.

         A. Contract Formation

         Under Delaware's Statute of Frauds, a contract for the sale of land must be in writing and signed by the party to be charged in order to be enforceable in a court of law or equity.[3] An exception to the Statute of Frauds exists when there is evidence of actual part performance of an oral agreement.[4] "Part performance may be deemed to take a contract out of the provisions of the Statute of Frauds on the theory that acts of performance, even if incomplete, constitute substantial evidence that a contract actually exists."[5] To apply the part performance exception to the Statute of Frauds, the performance must be solely attributed to the oral agreement.[6] The acts which constitute part performance must be unequivocal and "must be of such a character that they can be naturally and reasonably accounted for in no other way than by the existence of some contract."[7]

          The part performance exception to the Statute of Frauds applies here. Plaintiff paid Defendants a total of about $188, 000 in cash. Plaintiff also began making alterations to the Frankford Property and storing items therein. No other reason has been given as to why Plaintiff would pay Defendants that amount of money. Indeed, both parties agree that Plaintiff paid this money to purchase the Frankford Property.[8]Therefore, Plaintiffs partial performance of the contract for the sale of land removes this contract from the restrictions of the Statute of Frauds.

         A valid contract exists when (1) the parties intended that the contract would bind them, (2) the terms of the contract are sufficiently definite, and (3) the parties exchanged legal consideration.[9] It is evident that both Plaintiff and Defendants intended to be bound to the contract. Defendants offered to sell the Frankford Property to Plaintiff for $375, 000. Plaintiff accepted Defendants' offer and subsequently made the first down payment of about $120, 000. While making this first payment, Plaintiff stated that there was "no turning back now."[10] Additionally, the parties exchanged legal consideration. Consideration can be the exchange of mutual promises.[11] Here, Plaintiff exchanged a promise to buy the Frankford Property for $375, 000 for Defendants' promise to sell Plaintiff the Frankford Property for $375, 000. Therefore, the record shows that the parties intended to be bound by the contract and that they exchanged legal consideration. The last issue to determine is whether the terms of the contract were sufficiently definite.

         "All essential terms of the agreement must be sufficiently definite to establish an enforceable contract."[12] The essential terms of a real estate contract are the price, date of settlement, and the property to be sold.[13] Two of the three essential terms of the contract in the instant case are clear and unambiguous: 1) the property to be sold was located at 34282 Central Ave., Frankford, Delaware; and 2) the purchase price was $375, 000. The final essential element, date of settlement, is absent from the contract as formed.

         "Where the terms in an agreement are so vague that a court cannot determine the existence of a breach, then the parties have not reached a meeting of the minds, and a court should deny the existence of a contract."'[14] Here, the date of settlement term was not vague at the time of contract formation; rather, it was nonexistent. The parties disagree about what settlement date was discussed at the time of Plaintiff s first down payment, [15] but that is not the relevant question. Instead, the relevant question is whether a date for settlement was discussed at the time of the agreement between the parties, which occurred prior to the first down payment.[16] There is nothing in the record showing that a discussion about a settlement date occurred at the time of the parties' agreement.

         "Courts have not always required that a real estate contract contain an exact settlement date, but instead have looked at whether the parties' intention as to the timing of the settlement can be determined."[17] The record shows that the parties likely discussed a settlement date at the time of the first down payment.[18]Defendants maintain that the deal was to be done "quickly"-which they define as six months[19]-and Plaintiff maintains that he had a year in which to settle.[20] Based on this record, the Court finds that the parties intended to settle at some point in time within one year from May or June 2016.

         When no time for performance is specified, the Court will imply a reasonable time in which to perform.[21] What time period is reasonable is a question of fact.[22]As discussed above, both parties agreed that Plaintiff would pay Defendants $375, 000 for the Frankford Property. During the negotiation process, Plaintiff did not convey to Defendants that he would need to obtain a mortgage.[23] Nor was there a discussion of a penalty if Plaintiff failed to obtain a mortgage.[24] Plaintiff made the first ...


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