Erick Rohl v. Stephen Rohl, Trustee of the Adolph E. Rohl Trust

• Court: Court of Chancery of Delaware
• Decided: May 27, 2026
• Docket: 2025-0381-LM
• Status: Published

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE LOREN MITCHELL LEONARD L. WILLIAMS JUSTICE CENTER 500 NORTH KING STREET, SUITE 11400 MAGISTRATE IN CHANCERY WILMINGTON, DE 19801-3734

May 27, 2026

Kathleen DeLacy, Esquire Phillip A. Giordano, Esquire Martin D. Page, Esquire Madeline R. Silverman, Esquire Reger Rizzo & Darnall LLP Gordon, Fournaris & Mammarella P.A. 1521 Concord Pike, Suite 305 1925 Lovering Avenue Wilmington, DE 19803 Wilmington, DE 19806

RE: Erick Rohl v. Stephen Rohl, Trustee of the Adolph E. Rohl Trust, C.A. No. 2025-0381-LM

Dear Counsel:

As you are aware, Plaintiff Erick Rohl (“Plaintiff”) brings claims against

Defendant Stephen Rohl (“Defendant”), individually and as trustee of the Adolph E.

Rohl Trust (the “Trust”), for breach of fiduciary duty, breach of trust, and unjust

enrichment arising from Defendant’s administration of Trust assets following the

death of the settlor, Adolph Rohl, in 2022.1 Plaintiff alleges self-dealing and

imprudent administration that purportedly conferred improper personal benefits on

Defendant.2

For the reasons explained below, Defendant’s Motion to Dismiss is DENIED.

1 Docket Item (“D.I.”) 1. 2 Id. C.A. No. 2025-0381-LM May 27, 2026 Page 2 of 6

The Defendant seeks dismissal under Court of Chancery Rules 12(b)(1) and

12(b)(6).3 Defendant argues that Plaintiff’s claims are barred by 12 Del. C. § 3585

(“Section 3585”) because in Defendant’s view, Plaintiff received disclosures

sufficient to trigger the statute’s one-year period.4 Defendant contends that Section

3585 operates as a statute of repose depriving this Court of subject matter

jurisdiction. 5 Plaintiff disputes both the characterization of Section 3585 and the

sufficiency of any disclosures. 6

“When reviewing a ruling on a motion to dismiss, we (1) accept all well

pleaded factual allegations as true, (2) accept even vague allegations as ‘well

pleaded’ if they give the opposing party notice of the claim, (3) draw all reasonable

inferences in favor of the non-moving party, and (4) do not affirm a dismissal unless

the plaintiff would not be entitled to recover under any reasonably conceivable set

of circumstances.”7 Defendant’s motion depends upon findings that the accounting

materials adequately disclosed the facts constituting Plaintiff’s claims and that those

disclosures triggered Section 3585 as a matter of law. The present record does not

3 See D.I. 9. 4 12 Del. C. § 3585 (b). 5 See D.I. 9. at 9. 6 See D.I. 11. 7 Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Holdings LLC, 27 A.3d 531, 535 (Del. 2011). C.A. No. 2025-0381-LM May 27, 2026 Page 3 of 6

permit those conclusions. At this stage, the Court’s task is limited to the well-

pleaded allegations and documents integral to or incorporated in the complaint; it

cannot resolve factual disputes about what was disclosed or when on a motion to

dismiss.

Section 3585 limits claims arising out of a “report that adequately disclosed

the facts constituting a claim” to one year from the date the report was sent, but only

if the report adequately discloses the facts constituting the claim. 8 Here, Plaintiff

alleges self-dealing, imprudent administration, and improper personal benefit arising

from Defendant’s conduct as trustee. 9 Whether a report ‘adequately disclosed’ the

fiduciary misconduct alleged is a fact-intensive inquiry ill-suited for resolution on a

motion to dismiss. 10 Although Defendant points to accounting records and

settlement statements that it contends reflect the challenged transactions, the

existence of those disclosures alone does not establish, at the pleadings stage, that

Plaintiff was adequately informed of the alleged fiduciary misconduct.

8 12 Del. C. § 3585(a)(1). 9 See generally D.I. 1. 10 See Firefighters’ Pension Sys. of City of Kansas City, Mo. Tr. v. Presidio, Inc., 251 A.3d 212, 261 (Del. Ch. 2021) (“The resulting inquiry is necessarily ‘fact intensive, and the Court should deny a motion to dismiss when developing the factual record may be necessary to make a materiality determination as a matter of law.’”). C.A. No. 2025-0381-LM May 27, 2026 Page 4 of 6

Next, Defendant invokes Rule 12(b)(1) to request the Court to consider

evidence outside the pleadings. 11 But that principle applies only if the challenged

statute implicates subject matter jurisdiction. Here, the Court is not persuaded, at

this stage, that Section 3585 clearly operates as a jurisdictional statute of repose

rather than a limitations provision applicable to trust claims; the question remains

unsettled in Delaware as applied to Section 3585. Because the Court is not

persuaded that Section 3585 clearly operates as a jurisdictional bar, it evaluates the

motion under Rule 12(b)(6) rather than Rule 12(b)(1). The Court declines to convert

this motion to one for summary judgment. 12

Even assuming Section 3585 functions as a limitations provision, Defendant

has not conclusively established that Plaintiff’s claims are untimely. On the

pleadings, the Court cannot conclude that any report ‘adequately disclosed’ the facts

constituting the alleged self-dealing and imprudent administration to start the one-

year period. Plaintiff filed within three years of the alleged misconduct, and at this

stage, the analogous three-year limitations period under 10 Del. C. § 8106 supplies

at least a plausible limitations framework for fiduciary duty and unjust enrichment

11 See D.I. 9 at 9–10. 12 Court of Chancery Rule 12(b) allows the Court to treat a motion to dismiss a complaint under 12(b)(6) as one for summary judgment if a defendant relies on matters outside of the pleadings when moving to dismiss a complaint. See Ct. Ch. R. 12(b). C.A. No. 2025-0381-LM May 27, 2026 Page 5 of 6

claims.13 At minimum, factual questions remain concerning the adequacy of the

disclosures, Plaintiff’s notice of the alleged wrongdoing, and whether equitable

doctrines may affect the timeliness analysis. Those questions include what

information the accounting and settlement statements conveyed, whether the

disclosures identified the alleged fiduciary misconduct, and when Plaintiff received

them.

The Court also declines to dismiss the claims under laches. “[L]aches

generally requires the establishment of three things: first, knowledge by the

claimant; second, unreasonable delay in bringing the claim, and third, resulting

prejudice to the defendant.”14 Whether Plaintiff had knowledge, whether any delay

was unreasonable, and whether prejudice resulted are all fact questions not apparent

from the face of the complaint. Those issues are ordinarily fact-intensive and not

suitable for resolution on the pleadings unless the defense is clear from the face of

the complaint. 15 That is not the case here.

Finally, the breach of trust and unjust enrichment claims are adequately pled.

13 10 Del. C. § 8106. 14 Reid v. Spazio, 970 A.2d 176, 182–83 (Del. 2009). 15 See Quiller v. Barclays American/Credit, Inc., 11th Cir., 727 F.2d 1067, 1069 (1984) (“Nevertheless, a complaint may be dismissed under Rule 12(b)(6) when its own allegations indicate the existence of an affirmative defense, so long as the defense clearly appears on the face of the complaint.”). C.A. No. 2025-0381-LM May 27, 2026 Page 6 of 6

These allegations, taken as true and with all reasonable inferences drawn in

Plaintiff’s favor, state claims that are not foreclosed by the asserted limitations

defenses on the current record. Plaintiff alleges that Defendant acted inconsistently

with the terms of the Trust Agreement and personally benefited from challenged

transactions involving Trust assets. 16 At this stage, the Court cannot conclude those

claims fail as a matter of law. The same is true of the breach of fiduciary duty claim

to the extent premised on self-dealing and improper personal benefit.

For these reasons, Defendant’s Motion to Dismiss is DENIED.

Sincerely, /s/ Loren Mitchell Magistrate in Chancery

16 See D.I. 1.