CHAV, LLC. v. Learning Express Academy, Inc.

• Court: Superior Court of Delaware
• Decided: March 31, 2025
• Docket: N24C-09-206 CEB
• Status: Published

Opinion

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

CHAV, LLC, ) ) Plaintiff, ) ) C.A. No.: N24C-09-206 CEB v. ) ) LEARNING EXPRESS ) ACADEMY, INC., ) JENNIFER VALENTINE, ) AND GERARD ) VALENTINE, ) ) Defendants. ) Submitted: January 9, 2025 Decided: March 31, 2025

ORDER

1. The parties before the Court executed a lease agreement for commercial

property for a ten-year term, beginning on August 1, 2006, with two 5-year options

exercisable by the tenant. It was a standard commercial lease with one feature that

figures importantly here. Specifically, the term “tenants” was defined as “Learning

Express Academy, a limited liability company of the State of Delaware and Jennifer

and Jerry Valentine, parties of the second part, hereinafter referred to as “Tenants.”

2. The original lease term expired on July 31, 2016. Neither side has

presented any allegation, argument, or evidence that the parties exercised the option

to renew as provided in the original lease. Rather, the parties executed a “First

Amendment to Lease Agreement” on August 21, 2015. That amendment included the identification of the only “Tenant” as “Learning Express Academy, LLC

(hereinafter referred to as “Tenant”). 1

3. Clearly then, the amendment executed in 2015 removed Jennifer and

Jery Valentine as “Tenants” under the lease. The only lessee going forward after

2015 was the entity “Learning Express Academy.” 2 It was for a term beginning on

August 1, 2015, and ending on July 31, 2025. We would not be considering all this

if everything went swimmingly for Learning Express Academy thereafter. Rather,

at some point the business failed, rents were not paid, the company ceased doing

business and vacated the property. 3

4. The Valentines signed the 2015 lease amendment as “President” and

“Vice President” of Learning Express Academy. 4 The signature lines did not include

lines for the Valentines to sign in their individual capacities, and they did not do so.

Rather, the signature lines identified only as “Learning Express Academy, LLC” as

1 D.I. 1 Compl. Ex. B. First Amendment to Lease Agreement at 1-2 (Aug. 21, 2015), Trans. ID 74564835 [hereinafter First Amendment to Lease Agreement]. 2 Id. 3 D.I. 18 Opening Br. of Defs. at 1-2 (Nov. 25, 2024), Trans. ID 75086508 [hereinafter Opening Br. of Defs.]. 4 Ex. B. First Amendment to Lease Agreement at 2.

2 the “Tenant.”5 So at the beginning and at the end of the lease amendment, Learning

Express Academy was the tenant and the Valentines were not.

5. A simple reading of the documents makes it abundantly clear that one

of the purposes in executing the lease amendment (and not simply an extension under

the option in the original lease) was to remove the Valentines from any personal

obligations under the lease. For that is most surely what the lease amendment did.

6. And yet, here sit the Valentines, on the caption of this lawsuit seeking

their personal liability under the amended lease. About the only justification for their

presence here is Plaintiff’s contention that they remain personally liable because the

parties did not execute a release from liability under the original lease when the

amendment was signed in 2015.

7. Well, the original lease expired in 2016. 6 It was not renewed. It was

amended to remove the Valentines as tenants. If there is some obscure doctrine

requiring a tenant to secure a release from the landlord before shedding

responsibilities under an expired lease, Plaintiff has not directed the Court to its

source. The Valentines cannot be held in their individual capacities under the

amended lease and they are therefore dismissed.

5 Id. 6 D.I. 1 Compl. Ex. A. Lease Agreement at 1-2 (Sept. 25, 2005), Trans. ID 74564835. 3 8. As to the now apparently defunct Learning Express Academy, LLC, it

argues that dismissal of the Complaint is proper because this is the third effort to

bring the Learning Express Academy into court by the same Plaintiff. It says

Plaintiff sued it once in Superior Court and voluntarily dismissed after Defendants

moved to dismiss, pointing to various deficiencies in Plaintiff’s original complaint.7

Plaintiff next filed virtually the same lawsuit in a Justice of the Peace (“J.P.”) action.

Learning Express Academy moved to dismiss that case and again Plaintiff

voluntarily dismissed that action as well.8

9. Plaintiff says it brought the J.P. Court action under 25 Del. C. §5701B,

which specifically permits a bifurcated action: one for summary possession and

another for back rent damages. But that does not really explain much, since the

complaint in the J.P. Court is not bifurcated: it seeks substantial damages as well as

summary possession. So the rationale for filing in the J.P. Court does not match the

filing. Defendants moved to dismiss and . . . poof; Plaintiff again unilaterally

dismissed “without prejudice.”

10. Defendant protests that defending these multiple actions runs afoul of

Rule 41(a)(1) of the rules of civil procedure. Rule 41 permits unilateral and

7 D.I. 10 Notice of Voluntary Dismissal (June 6, 2024), Chav v. Learning Express Academy, N24C- 04-091 (Del. Super. June 6, 2024). 8 Opening Br. of Defs. at 11. 4 voluntary dismissal without prejudice, except “when filed by a plaintiff who has

once dismissed in any court of the United States or of any state an action based on

or including the same claim.”9 Defendant calls this the “two dismissal rule,” which

is somewhat descriptive, but misses some nuance. When claims are mistakenly

brought under the residential landlord tenant code and withdrawn to be re-filed

correctly, is that “the same claim?” When a statute permits bifurcation of claims in

two courts, which is “the same claim?” Because the purpose of the rule is to avoid

vexatious litigation, 10 should the good faith or bad faith of the repeat filer be

considered?

11. The Court must state candidly that Plaintiff’s pursuit here is hardly a

model of legal craftsmanship. And in light of the apparent financial condition of

Defendant Learning Express, it is not at all clear what the point of all this is. But

given the early stage of the pleadings, the Court is not prepared to take the plunge

and grant dismissal at this stage. If Plaintiff persists in its desire for a judgment

against Learning Express, Learning Express can take discovery into these prior

pleadings and their motivation and come back with a clearer articulation of its

9 Super. Ct. Civ. R. 41(a)(1). 10 City of Wilmington v. Janeve Co., 2014 WL 2895228, at *3 (Del. Super. June 13, 2014) (citing In re Chi-Chi's, Inc., 338 B.R. 618, 621 (Bankr. D. Del. 2006)). 5 position that Rule 41 ought to act as res judicata as to its liability. For now, the Court

will deny Learning Express’ motion to dismiss without prejudice.

IT IS SO ORDERED.

/s/ Charles E. Butler Charles E. Butler, Resident Judge

cc: Alicia A. Porter, Esquire M. Jane Brady, Esquire Theodore A. Kittila, Esquire