Gellert Scali Busenkell & Brown, LLC v. Country Life Homes, LLC

CourtSuperior Court of Delaware
DecidedNovember 19, 2024
DocketN19C-11-092 PRW CCLD
StatusPublished

This text of Gellert Scali Busenkell & Brown, LLC v. Country Life Homes, LLC (Gellert Scali Busenkell & Brown, LLC v. Country Life Homes, LLC) is published on Counsel Stack Legal Research, covering Superior Court of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gellert Scali Busenkell & Brown, LLC v. Country Life Homes, LLC, (Del. Ct. App. 2024).

Opinion

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

COUNTRY LIFE HOMES, LLC, ) HEARTHSTONE MANOR I, LLC, ) HEARTHSTONE MANOR II, LLC, ) RIVER ROCK, LLC, KEY ) PROPERTIES GROUP, LLC, CEDAR ) CREEK LANDING CAMPGROUND, ) LLC, MBT LAND HOLDINGS, LLC, ) ELMER FANNIN, and MARY ANN ) FANNIN, ) C.A. NO. N19C-03-228 VLM ) Plaintiffs, ) ) v. ) ) GELLERT SCALI BUSENKELL & ) BROWN, LLC, ) ) Defendant. )

MEMORANDUM OPINION Submitted: August 23, 2024 Decided: November 19, 2024

Upon Consideration of Plaintiffs’ Motion to Deem Identification of its Bridging Expert and the Expert Report as Timely Filed, DENIED. Upon Consideration of Defendant’s Motion for Summary Judgment, GRANTED.

Michael R. Ippoliti, Esquire, and Christopher Isaac, Esquire of IPPOLITI LAW GROUP, Wilmington, Delaware, Attorney for Plaintiffs.

Aaron Moore, Esquire, and M. Claire McCudden, Esquire of MARSHALL DENNEHEY, P.C., Wilmington, Delaware, Attorney for Defendant.

Medinilla, J. I. INTRODUCTION

This is a legal malpractice action that began as a request for unpaid legal fees.1

Gellert Scali Busenkell & Brown (“GSB&B”) was retained to defend Country Life

Homes, LLC and related entities (collectively, “Country Life”) with respect to eight

civil actions brought against it for Country Life’s alleged nonpayment and default of

various commercial loans with Fulton Bank, N.A. Country Life terminated its

relationship with GSB&B, retained another firm, and the litigation with Fulton Bank

resolved through mediation three months later. GSB&B initially filed suit seeking

payment of unpaid legal fees. Country Life responded with counterclaims for legal

malpractice.

GSB&B moves for summary judgment under Superior Court Civil Rule 56

arguing Country Life cannot establish a breach of the standard of care without

qualified expert testimony, and alternatively, that it cannot prove damages on this

record. In response, Country Life filed a Motion to “Deem Identification of Bridging

Expert and the Expert Report as Timely Filed.” For the reasons stated below,

Country Life’s Motion is DENIED, and GSB&B’s Motion for Summary Judgment

is GRANTED.

1 On November 6, 2023, this Court granted the parties’ jointly filed Motion to Amend Caption to identify the Country Life entities as Plaintiffs and GSB&B as the Defendant. D.I. 95.

2 RELEVANT FACTS AND PROCEDURAL HISTORY2

A. THE UNDERLYING FULTON BANK LITIGATION

On March 1, 2016, Country Life Homes retained GSB&B to assist in

restructuring various commercial loans with Fulton Bank, N.A (“Fulton Bank”).3

The restructuring efforts were unsuccessful. In 2016 and 2017, Fulton Bank

commenced eight civil actions against Country Life, seeking approximately $6.6

million for allegedly unpaid loans in default.4 Michael Busenkell, Esquire and

Charles J. Brown III, Esquire of GSB&B (Attorneys Busenkell and Brown)

represented Country Life in these actions.5

During the representation, GSB&B retained the accounting firm of

Gavin/Solmonese, LLC (“G/S”) to review disputed loan documents and analyze

contested amounts.6 G/S was retained specifically to review two disputed loans: a

Country Life Homes Loan and a Key Properties Group Loan.7 G/S’s consultant,

Ross Waetzman, conducted an analysis based on information provided by Fulton

2 Unless otherwise noted, this Court’s recitation is drawn from GSB&B’s original Complaint (hereafter “Compl.”) and all documents the parties incorporated by reference. D.I. 1. 3 Compl. ¶ 11. 4 Country Life’s Answer with Affirmative Defenses and Counterclaim ¶ 70, D.I. 13 (hereafter “Countercl.”). 5 Id. ¶ 25. 6 Id. ¶ 81. 7 Defendant’s Opening Brief in Support of its Motion for Summary Judgment at 6-7, D.I. 123. at 6-7 (hereafter “Def.’s Opening Br.”); see also Affidavit of Ross Waetzman of Gavin/Solomonese at 2-3, D.I. 123, Ex. B (hereafter “Waetzman Aff.”).

3 Bank and Country Life.8 In August 2017, G/S concluded that Country Life had

overpaid Fulton Bank by approximately $3.086 million.9 The G/S report cost

Country Life over $330,000.10

In October 2016, Fulton Bank extended a settlement offer that would have

provided a $500,000 discount on the claimed loan balances.11 Country Life declined

this offer.12 Instead, in December 2017, acting on behalf of Country Life, GSB&B

filed two actions against Fulton Bank (“the Fulton Matter”)13 asserting the bank had

overstated the amounts owed. In September 2018, Country Life terminated

GSB&B’s services and retained successor counsel.14 Three months later, Country

Life settled the Fulton Matter by paying the full principal and interest balances due

under the loans, plus Fulton Bank’s attorneys’ fees and post-settlement interest,

totaling approximately $6.73 million.15

8 Def.’s Opening Br. at 6-7; see also Waetzman Aff. at 2-3. 9 Id. 10 Answering Brief in Opposition to Defendant’s Motion for Summary Judgment at 5, D.I. 127 (hereafter “Pls.’ Answering Br.”). 11 D.I. 117; see also Transcript of Deposition of Michael Fannin at 52, D.I. 117, Ex. B (hereafter “Fannin Dep.”). 12 Compl. ¶ 22. 13 Countercl. ¶ 70. ¶¶ 72, 78 (referring to C.A. No. N17C-12-138 PRW and C.A. No. N17C-02- 062 PRW)). The claims against Fulton asserted claims for breach of contract and breach of the covenant of good faith and fair dealing based on information that Defendants had overpaid Fulton on some of their accounts, as reported by G/S. See id. at page 3 (citing Defendants’ Counterclaim at ¶¶ 73, 79 (referring to C.A. No. N17C-12-138 PRW and C.A. No. N17C-02-062 PRW)). 14 Compl. ¶ 15. 15 Countercl. ¶ 107.

4 B. THE PRESENT LITIGATION

This litigation commenced on March 22, 2019, when GSB&B filed a

complaint seeking payment of unpaid legal fees.16 Country Life responded with an

Answer and Counterclaim, raising four affirmative defenses and asserting

counterclaims for legal malpractice and respondeat superior.17

In September 2019, GSB&B filed a Motion to Dismiss the Counterclaims.18

Following briefing and oral argument, in December 2019, this Court granted

GSB&B’s Motion to Dismiss Country Life’s legal malpractice claims.19 The parties

thereafter settled GSB&B’s claim for unpaid legal fees.20 Country Life appealed the

dismissal of their legal malpractice claims to the Supreme Court, which reversed and

remanded the matter back to this Court in September 2021.21

The procedural history following remand reflects a series of extensions and

delays in expert disclosure compliance. The original Trial Scheduling Order

(“TSO”) of February 7, 2022, established Country Life’s expert report deadline as

16 Compl. ¶ 30. 17 The affirmative defenses are: (1) payment; (2) accord and satisfaction; (3) unclean hands; and (4) a dispute of the accuracy of the amount of principal, interest, and fees claimed by GSB&B Countercl. ¶¶ 34-37; id. ¶¶ 109-117. 18 D.I. 22. 19 D.I. 33. 20 D.I. 54. 21 Country Life Homes, LLC v. Gellert Scali Busenkell & Brown, LLC, 259 A.3d 55 (Del. 2021).

5 July 29, 2022.22 This deadline underwent multiple modifications: first to December

30, 2022,23 then to February 28, 2023,24 and finally to January 12, 2024.25

When Country Life failed to meet this January deadline, GSB&B filed a

Motion to Compel Expert Report.26 The Court granted this motion, ordering

production by March 21, 2024.27 Country Life designated its accountant, Louis

Friedman, who is also a Maryland-licensed attorney, as their expert witness.28 His

report was served on March 26, 2024, five days after the court-imposed deadline.29

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Gellert Scali Busenkell & Brown, LLC v. Country Life Homes, LLC, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gellert-scali-busenkell-brown-llc-v-country-life-homes-llc-delsuperct-2024.