after Bench Trial
for Plaintiff in part.
for Defendants in part.
Douglas A. Shachtman, Esquire, The Shachtman Law Firm,
Wilmington, DE, Attorney for Plaintiff.
L. Gouge, Jr., Esquire, Donald L. Gouge Jr., LLC, Wilmington,
DE, Attorney for Defendants.
HONORABLE CALVIN L. SCOTT, JR. JUDGE
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").
Findings of Fact
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
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.
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. This receipt reflected an outstanding
balance of $255, 000.
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.
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
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.
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.
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
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.
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.
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,
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. Plaintiff presented no evidence at trial
in support of his malicious prosecution claim.
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
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
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. An exception to the Statute of Frauds
exists when there is evidence of actual part performance of
an oral agreement. "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." To apply the part performance
exception to the Statute of Frauds, the performance must be
solely attributed to the oral agreement. 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."
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.Therefore, Plaintiffs partial performance
of the contract for the sale of land removes this contract
from the restrictions of the Statute of Frauds.
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. 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." Additionally, the parties
exchanged legal consideration. Consideration can be the
exchange of mutual promises. 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.
essential terms of the agreement must be sufficiently
definite to establish an enforceable
contract." The essential terms of a real estate
contract are the price, date of settlement, and the property
to be sold. 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.
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."' 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,  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. There is nothing in the record showing
that a discussion about a settlement date occurred at the
time of the parties' agreement.
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." The record shows that the parties
likely discussed a settlement date at the time of the first
down payment.Defendants maintain that the deal was to
be done "quickly"-which they define as six
months-and Plaintiff maintains that he had a
year in which to settle. 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.
time for performance is specified, the Court will imply a
reasonable time in which to perform. What time period is
reasonable is a question of fact.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. Nor was there a discussion of a penalty
if Plaintiff failed to obtain a mortgage. Plaintiff
made the first ...