COURT OF CHANCERY OF THE SAM GLASSCOCK III STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DELAWARE 19947
Date Submitted: May 1, 2023 Date Decided: May 15, 2023
Daulton Gregory, Esquire Karine Sarkisian, Esquire Bayard Marin, Esquire Kennedys CMK LLP The Law Office of Bayard Marin 919 N. Market Street 521 N. West Street Suite 1550 Wilmington, DE 19801 Wilmington, DE 19801
Re: Glenn Carpenter v. Liberty Mutual Insurance Co. and LM General Insurance Co., Civil Action No. 2022-0628-SG
Dear Counsel:
Before me is the Defendants’ Motion to Dismiss for failure of subject matter
jurisdiction.1 This is a court of limited jurisdiction; unless expanded by statute,
Chancery enjoys the jurisdiction provided the English Court of Chancery as of
1776.2 That jurisdiction was, and our jurisdiction is, limited to cases where effective
relief is unavailable in the law courts.3 That is, our jurisdiction is limited to cases
involving equitable causes of action not recognized at law, cases invoking statutes
that expanded our jurisdiction, and cases where only equitable relief is sufficient to
1 Defendants also sought dismissal for failure to state a claim. Unless otherwise noted, facts are drawn from the Pl.’s Verified Compl., Dkt. No. 1. 2 Del. Const. art. IV, § 10; Clark v. Teeven Holding Co., Inc., 625 A.2d 869, 875–76 (Del. Ch. 1992) (citing Glanding v. Indus. Tr. Co., 45 A.2d 553 (Del. 1945)). 3 Takeda Pharm. U.S.A., Inc. v. Genentech, Inc., 2019 WL 1377221, at *4 (Del. Ch. Mar. 26, 2019); Milhollan v. Live Ventures, Inc., 2023 WL 2943237, at *2–3 (Del. Ch. Apr. 13, 2023). remedy a plaintiff’s claims.4 Because the bases stated by Plaintiff in invoking equity
are, in my view, insufficient, this matter must be dismissed subject to transfer to the
Superior Court, under 10 Del. C. § 1902.
The Plaintiff’s Verified Complaint (the “Complaint”)5 pleads five causes of
action. These are: Count I, Under Insured Motorist Claim; Count II, Breach of
Contract; Count III, Equitable Fraud and Misrepresentation; Count IV, Promissory
Estoppel; Count V6 Waiver and Latches.7 Among these, the Plaintiff contends that
equitable fraud and promissory estoppel are equitable causes of action, and that his
request for specific performance of a contract also provides equitable jurisdiction in
this Court.8 Chancery jurisdiction is like the loop side of a Velcro tape; ever ready
to catch the hooks of equitable claims or remedies.9 Absent such a hook, however,
equitable jurisdiction cannot stick. Here, there is no hook.
The facts alleged in the Complaint are simple. Plaintiff was injured in an
automobile accident and the tortfeasor carried the statutory minimum of liability
insurance, which was insufficient to make the Plaintiff whole.10 In regard to under
4 Id. 5 Compl. 6 I refer to this count as Count V for the sake of clarity; it is denominated (redundant) Count IV in the Complaint. 7 Compl. ¶¶ 29–59. 8 Pl.’s Reply Br. Opp’n Defs.’ Mot. Dismiss 8, Dkt. No. 18. 9 Unlike the fasteners described by Ida of Castle Adamant, who urges that “the hook disdain the fascination of the eye [and] the . . . button . . . evade . . . the button-hole!” Arthur Gilbert & William Schwenck Sullivan, Princess Ida (1884). 10 Compl. ¶¶ 15–17, 20. 2 insured motorists’ coverage (“UMC”), the Plaintiff spoke to a claims adjuster
working for his own insurance carrier, the Defendants Liberty Mutual Insurance
Company and LM General Insurance Company (together, “Liberty”).11 The adjuster
stated that there were two policies—one auto, one motorcycle—each with a
$100,000/$300,000 limit.12 Further, he stated “Policy 1 will be primary and Policy
2 will be excess/2nd layer.”13 Defendants’ counsel conceded at oral argument that
the adjuster should be considered to have communicated that the limits of the second
policy would “stack” onto the first, implying UMC limits of $200,000. The Plaintiff,
who consulted with counsel and believed the UMC policies to be stackable such that
$200,000 was available to him, settled with the tortfeasor for policy limits.14 Liberty,
the Plaintiff’s insurer, subsequently determined that only $100,000 of UMC
coverage was in fact available, because the policies, by their terms, were not
stackable.15 Therein lies the dispute. I turn to the alleged bases for jurisdiction in
Chancery.
The Complaint states that the basis for equitable jurisdiction is Plaintiff’s
assertion of “equitable claims.”16 Of the five causes of action pled, Counts I and II
are legal claims for breach of contract, in which Plaintiff alleges bad faith and seeks
11 Compl. ¶ 20. 12 Compl. ¶ 20. 13 Compl. ¶¶ 20, 25, Ex. 4. 14 Compl. ¶¶ 23–24. 15 Compl. ¶ 26. 16 Compl. ¶ 12. 3 punitive damages as available at law. Count IV seeks that the Court impose a
promissory estoppel against the Defendants’ assertion of the anti-stacking provision
in the insurance policies; that is likewise relief available at law.17
Count V seeks “Waiver and Laches.” Waiver seems to be a restatement of
the estoppel claim; laches, by contrast, is an equitable defense, not a cause of action.
After examining the Complaint, then, I determine that Count III, seeking damages
for “equitable fraud,” is the only count to attempt to state an exclusively equitable
cause of action.18
Equitable fraud is the Chancery analog to common-law fraud. It is both
broader (not requiring scienter) and narrower (requiring a relationship between the
parties that invokes equity) than common-law fraud.19 “To establish a claim for
[common law] fraud, a plaintiff must prove (i) a false representation, (ii) a
defendant’s knowledge or belief of its falsity or his reckless indifference to its truth,
(iii) a defendant’s intention to induce action, (iv) reasonable reliance, and (v)
causally related damages.”20 Equitable fraud, by contrast does not require proof of
17 See Chrysler Corp. (Delaware) v. Chaplake Holdings, Ltd., 822 A.2d 1024, 1031 (Del. 2003). A claim for promissory estoppel, therefore—standing alone—cannot serve as the basis for equitable jurisdiction. See Int’l Bus. Machines Corp. v. Comdisco, Inc., 602 A.2d 74, 84–85 (Del. Ch. 1991) (“If there is a full, complete, practical and efficient remedy at law, this Court is without jurisdiction to hear the matter”). 18 Compl. ¶¶ 40–47. 19 Narrowstep, Inc. v. Onstream Media Corp., 2010 WL 5422405, at *13 (Del. Ch. Dec. 22, 2010). 20 In re Wayport, Inc. Litig., 76 A.3d 296, 323 (Del. Ch. 2013). Because I lack jurisdiction, I do not examine whether the Complaint adequately states a cause of action for common-law fraud. 4 factor (ii): It can be conceived of “as a form of fraud having all of the elements of
common law fraud except the requirement of scienter.”21 The principal that
distinguishes equitable “fraud from [common law] fraud is the existence of a special
relationship between the plaintiff and the defendant, such as where the defendant is
a fiduciary for the plaintiff.”22 If, at this pleading stage, the complaint states a cause
of action for equitable fraud, jurisdiction exists to hear it in Chancery. But the
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COURT OF CHANCERY OF THE SAM GLASSCOCK III STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DELAWARE 19947
Date Submitted: May 1, 2023 Date Decided: May 15, 2023
Daulton Gregory, Esquire Karine Sarkisian, Esquire Bayard Marin, Esquire Kennedys CMK LLP The Law Office of Bayard Marin 919 N. Market Street 521 N. West Street Suite 1550 Wilmington, DE 19801 Wilmington, DE 19801
Re: Glenn Carpenter v. Liberty Mutual Insurance Co. and LM General Insurance Co., Civil Action No. 2022-0628-SG
Dear Counsel:
Before me is the Defendants’ Motion to Dismiss for failure of subject matter
jurisdiction.1 This is a court of limited jurisdiction; unless expanded by statute,
Chancery enjoys the jurisdiction provided the English Court of Chancery as of
1776.2 That jurisdiction was, and our jurisdiction is, limited to cases where effective
relief is unavailable in the law courts.3 That is, our jurisdiction is limited to cases
involving equitable causes of action not recognized at law, cases invoking statutes
that expanded our jurisdiction, and cases where only equitable relief is sufficient to
1 Defendants also sought dismissal for failure to state a claim. Unless otherwise noted, facts are drawn from the Pl.’s Verified Compl., Dkt. No. 1. 2 Del. Const. art. IV, § 10; Clark v. Teeven Holding Co., Inc., 625 A.2d 869, 875–76 (Del. Ch. 1992) (citing Glanding v. Indus. Tr. Co., 45 A.2d 553 (Del. 1945)). 3 Takeda Pharm. U.S.A., Inc. v. Genentech, Inc., 2019 WL 1377221, at *4 (Del. Ch. Mar. 26, 2019); Milhollan v. Live Ventures, Inc., 2023 WL 2943237, at *2–3 (Del. Ch. Apr. 13, 2023). remedy a plaintiff’s claims.4 Because the bases stated by Plaintiff in invoking equity
are, in my view, insufficient, this matter must be dismissed subject to transfer to the
Superior Court, under 10 Del. C. § 1902.
The Plaintiff’s Verified Complaint (the “Complaint”)5 pleads five causes of
action. These are: Count I, Under Insured Motorist Claim; Count II, Breach of
Contract; Count III, Equitable Fraud and Misrepresentation; Count IV, Promissory
Estoppel; Count V6 Waiver and Latches.7 Among these, the Plaintiff contends that
equitable fraud and promissory estoppel are equitable causes of action, and that his
request for specific performance of a contract also provides equitable jurisdiction in
this Court.8 Chancery jurisdiction is like the loop side of a Velcro tape; ever ready
to catch the hooks of equitable claims or remedies.9 Absent such a hook, however,
equitable jurisdiction cannot stick. Here, there is no hook.
The facts alleged in the Complaint are simple. Plaintiff was injured in an
automobile accident and the tortfeasor carried the statutory minimum of liability
insurance, which was insufficient to make the Plaintiff whole.10 In regard to under
4 Id. 5 Compl. 6 I refer to this count as Count V for the sake of clarity; it is denominated (redundant) Count IV in the Complaint. 7 Compl. ¶¶ 29–59. 8 Pl.’s Reply Br. Opp’n Defs.’ Mot. Dismiss 8, Dkt. No. 18. 9 Unlike the fasteners described by Ida of Castle Adamant, who urges that “the hook disdain the fascination of the eye [and] the . . . button . . . evade . . . the button-hole!” Arthur Gilbert & William Schwenck Sullivan, Princess Ida (1884). 10 Compl. ¶¶ 15–17, 20. 2 insured motorists’ coverage (“UMC”), the Plaintiff spoke to a claims adjuster
working for his own insurance carrier, the Defendants Liberty Mutual Insurance
Company and LM General Insurance Company (together, “Liberty”).11 The adjuster
stated that there were two policies—one auto, one motorcycle—each with a
$100,000/$300,000 limit.12 Further, he stated “Policy 1 will be primary and Policy
2 will be excess/2nd layer.”13 Defendants’ counsel conceded at oral argument that
the adjuster should be considered to have communicated that the limits of the second
policy would “stack” onto the first, implying UMC limits of $200,000. The Plaintiff,
who consulted with counsel and believed the UMC policies to be stackable such that
$200,000 was available to him, settled with the tortfeasor for policy limits.14 Liberty,
the Plaintiff’s insurer, subsequently determined that only $100,000 of UMC
coverage was in fact available, because the policies, by their terms, were not
stackable.15 Therein lies the dispute. I turn to the alleged bases for jurisdiction in
Chancery.
The Complaint states that the basis for equitable jurisdiction is Plaintiff’s
assertion of “equitable claims.”16 Of the five causes of action pled, Counts I and II
are legal claims for breach of contract, in which Plaintiff alleges bad faith and seeks
11 Compl. ¶ 20. 12 Compl. ¶ 20. 13 Compl. ¶¶ 20, 25, Ex. 4. 14 Compl. ¶¶ 23–24. 15 Compl. ¶ 26. 16 Compl. ¶ 12. 3 punitive damages as available at law. Count IV seeks that the Court impose a
promissory estoppel against the Defendants’ assertion of the anti-stacking provision
in the insurance policies; that is likewise relief available at law.17
Count V seeks “Waiver and Laches.” Waiver seems to be a restatement of
the estoppel claim; laches, by contrast, is an equitable defense, not a cause of action.
After examining the Complaint, then, I determine that Count III, seeking damages
for “equitable fraud,” is the only count to attempt to state an exclusively equitable
cause of action.18
Equitable fraud is the Chancery analog to common-law fraud. It is both
broader (not requiring scienter) and narrower (requiring a relationship between the
parties that invokes equity) than common-law fraud.19 “To establish a claim for
[common law] fraud, a plaintiff must prove (i) a false representation, (ii) a
defendant’s knowledge or belief of its falsity or his reckless indifference to its truth,
(iii) a defendant’s intention to induce action, (iv) reasonable reliance, and (v)
causally related damages.”20 Equitable fraud, by contrast does not require proof of
17 See Chrysler Corp. (Delaware) v. Chaplake Holdings, Ltd., 822 A.2d 1024, 1031 (Del. 2003). A claim for promissory estoppel, therefore—standing alone—cannot serve as the basis for equitable jurisdiction. See Int’l Bus. Machines Corp. v. Comdisco, Inc., 602 A.2d 74, 84–85 (Del. Ch. 1991) (“If there is a full, complete, practical and efficient remedy at law, this Court is without jurisdiction to hear the matter”). 18 Compl. ¶¶ 40–47. 19 Narrowstep, Inc. v. Onstream Media Corp., 2010 WL 5422405, at *13 (Del. Ch. Dec. 22, 2010). 20 In re Wayport, Inc. Litig., 76 A.3d 296, 323 (Del. Ch. 2013). Because I lack jurisdiction, I do not examine whether the Complaint adequately states a cause of action for common-law fraud. 4 factor (ii): It can be conceived of “as a form of fraud having all of the elements of
common law fraud except the requirement of scienter.”21 The principal that
distinguishes equitable “fraud from [common law] fraud is the existence of a special
relationship between the plaintiff and the defendant, such as where the defendant is
a fiduciary for the plaintiff.”22 If, at this pleading stage, the complaint states a cause
of action for equitable fraud, jurisdiction exists to hear it in Chancery. But the
Complaint, I find, fails to state a claim of the equitable tort. It lacks the sine qua non
of equitable fraud: “a plaintiff claiming equitable fraud must sufficiently plead a
special relationship between the parties or other special equities, such as some form
of fiduciary relationship or other similar circumstances,” to state a claim.23
Plaintiff contends that because his insurance contracts require him to
cooperate with Liberty in “the investigation, settlement, or defense of any claim or
suit,” he had a “special relationship” with the Defendant insurers.24 But this is not
an equitable relationship. The duty to cooperate is a contractual duty. The
Complaint alleges that the relationship of insurer and insured here is “based off trust,
equity and confidence,”25 but this averment is purely conclusory; it is manifest from
the pleadings that the relationship is based only on contract. The insured and the
21 Id. at 327. 22 Id. 23 Narrowstep, 2010 WL 5422405, at *13. 24 Compl. ¶¶ 22, 41–42. 25 Compl. ¶ 42. 5 insurer are contractual counterparties.26 It is settled Delaware law that, absent
unusual circumstances, there is no special relationship between an insurer and the
insured of the variety required to plead equitable fraud.27
Finally, the Plaintiff avers that he seeks the remedy of specific performance;28
that remedy is limited to equity, and if specific performance is necessary to redress
the contractual case pled, this Court has jurisdiction. The Complaint is silent as to
this remedy, however. To the extent that Plaintiff’s contract claims ask the Court to
direct that the policy limits must be “stacked,” I note that this is nothing more than
a request to compel Liberty to pay sums owed under Plaintiff’s view of the contracts
of insurance, either as written or supplemented by the implied covenant of good faith
26 See Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 872 A.2d 611, 626 (Del. Ch. 2005), aff’d in part, rev’d in part, 901 A.2d 106 (Del. 2006) (citing Crosse v. BCBSD, Inc., 836 A.2d 492, 497 (Del. 2003)) (“It is settled law that an insurer does not generally owe a fiduciary duty to its insured because this relationship is usually an arm’s-length contractual relationship.”). 27 Id.; Zebroski v. Progressive Direct Ins. Co., 2014 WL 2156984, at *8 (Del. Ch. Apr. 30, 2014); Biegler v. Underwriting Serv. Mgmt. Co., LLC, 2022 WL 17820533, at *4 (Del. Ch. Dec. 20, 2022). The Plaintiff, I note, attempted to supplement the record through statements of counsel at oral argument. I cannot allow those statements to amend the Complaint. In re Gen. Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006). Even if I did consider these additional facts, however, they go only to whether reliance on the adjuster’s statements was reasonable, and not to whether there was a relationship outside the one created by contract. I also note that the Plaintiff’s additional facts included conversations that took place between Plaintiff’s counsel and representatives of the Defendants. Such a dual role as witness and trial counsel is problematic. See Matter of Estate of Waters, 647 A.2d 1091, 1098 (Del. 1994) (setting out the nature of the conflict). Given my lack of subject matter jurisdiction, I need not address the issue. 28 Pl.’s Reply Br. Opp’n Defs.’ Mot. Dismiss 8. 6 and fair dealing, or as modified by estoppel. A money judgement is available at law,
and no specific performance is required.29
The claims brought here, based on the allegations of the Complaint, are by no
means frivolous. They are legal claims, however, for which relief is available in
Superior Court.30 Equitable fraud does not lie here because the relationship is
contractual. Specific performance is not necessary to compel payment of money
owed under a contract where money damages are available. I find that the Plaintiff
has failed to invoke equitable jurisdiction. Accordingly, I dismiss the Complaint
with leave to transfer pursuant to 10 Del. C. § 1902.
To the extent the foregoing requires an Order to take effect, IT IS SO
ORDERED.
Sincerely,
/s/ Sam Glasscock III
Sam Glasscock III
29 Equitable Tr. Co. v. Gallagher, 102 A.2d 538, 546 (Del. 1954) (“It is elementary that the remedy of specific performance is designed to take care of situations where the assessment of money damages is impracticable or somehow fails to do justice.”). 30 Some of the relief sought—punitive damages—is available only at law. 7