Miller v. National Land Partners, LLC

• Court: Supreme Court of Delaware
• Decided: February 26, 2015
• Docket: 394, 2014
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

DONNA F. MILLER, § § No. 394, 2014 Plaintiff Below, § Appellant, § Court Below: Court of § Chancery of the State of v. § Delaware § NATIONAL LAND PARTNERS, § C.A. No. 7977-VCG LLC, LEON HUNTER WILSON, § and HUNTER COMPANY OF § WEST VIRGINIA, § § Defendants Below, § Appellees. §

Submitted: February 25, 2015 Decided: February 26, 2015

Before STRINE, Chief Justice; HOLLAND, VALIHURA, and VAUGHN, Justices; MEDINILLA, Judge, constituting the Court en Banc.

ORDER

This 26th day of February 2015, upon consideration of the parties’ briefs

and oral argument on appeal, it appears to this Court that:

(1) In this appeal, appellant Donna Miller contends that the Court of

Chancery committed multiple errors when it reformed the contractual agreements

between appellees Hunter Company and National Land Partners governing several

of their joint projects. Donna Miller is the ex-wife of appellee Leon Hunter

Wilson, who owned all the equity of Hunter Company after the parties divorced.

Miller contends that large payments Wilson caused Hunter Company to make to

 Sitting by designation under Del. Const. art. IV, § 12. 1 National Land Partners were fraudulent under the Uniform Fraudulent Transfer

Act, not required by the underlying agreements, and designed to reduce assets that

she would otherwise receive in her divorce proceeding with Wilson. The

appellees argue in response that the payments were bona fide and required by the

actual contractual understanding between Hunter Company and National Land

Partners. They contend that the Court of Chancery correctly determined that they

had met their burden to prove that the contractual agreements should be reformed

to include a term that had been omitted due to a scrivener’s error, and they ask that

the Opinion and Order of the Court of Chancery be affirmed. After careful

consideration of these arguments, we affirm the judgment of the Court of

Chancery in its well-reasoned Opinion, dated June 11, 2014, that addresses all of

the issues fairly presented to that court.

(2) In a cross-appeal, the appellees also raise an issue that the Court of

Chancery resolved adversely to them: whether the appellant, who was not a party

to the underlying contracts at issue, had standing because the contractual

interpretation question has been put squarely in contention as a defense to the

appellant’s Uniform Fraudulent Transfer Act claim. The standing issue is an

interesting question of law that could have importance for other cases, and we

recognize that it would be problematic for contractual parties to face being

enmeshed in litigation at the behest of a non-signatory when, as here, the non-

signatory to the contract has a collateral claim against a signatory, and the

2 resolution of the collateral claim turns on the contract’s meaning.1 But, in their

answering brief, the appellees make clear that they desire affirmance of the

Opinion and Order entered below. Because the appellees’ preferred relief is

affirmance, we do not reach the issues raised by their cross-appeal, which seeks

relief only in the event we disturb the Opinion and Order issued by the Court of

Chancery. Accordingly, we affirm solely based on the merits addressed by the

Court of Chancery in its Opinion.

NOW, THEREFORE, the judgment of the Court of Chancery is

AFFIRMED. IT IS SO ORDERED.

BY THE COURT: /s/ Leo E. Strine, Jr. Chief Justice

1 To be candid, the parties’ input on this question to both the Court of Chancery and this Court has been less clear than their merits briefing. In particular, the manner in which their case proceeded (e.g., the appellant’s pleading a separate count for declaratory relief rather than just a single Uniform Fraudulent Transfer Act claim) confused the core standing issue, which is whether the appellant had a Uniform Fraudulent Transfer Act claim against some or all of the appellees, and whether that claim could only be resolved by determining the underlying contractual issue. The reason for the overlap is because the appellees themselves defended the allegedly fraudulent payments on the grounds that the payments were mandated by the contracts.