Roberts v. Moffa Construction Company LLC

Opinion

IN THE SUPERIOR COURT OF DELAWARE

WANDA ROBERTS, ) C.A. No. S21C-10-017 CAK ) Plaintiff and ) Counter Defendant, ) ) v. ) ) MOFFA CONSTRUCTION ) COMPANY LLC, ) ) Defendant and ) Counter Plaintiff. )

Submitted: December 13, 2024 Decided: December 20, 2024

MEMORANDUM OPINION AND ORDER

Gregory A. Morris, Esquire, Ligouri & Morris, 46 The Green, Dover, DE 19901, Attorney for Plaintiff.

Christopher P. Clemson, Esquire, Gordon, Fournaris & Mammarella, P.A., 1925 Lovering Avenue, Wilmington, DE 19806, Attorney for Defendant.

KARSNITZ, R.J. DECISION AFTER TRIAL

I. FACTUAL BACKGROUND1

On January 11, 2021, Moffa Construction Company LLC, a Delaware limited

liability company, with its principal place of business located at 27027 Avalon Road,

Georgetown, Delaware 19947 (“Defendant”) prepared and provided to Wanda

Roberts, a Delaware resident, with an address of 17046 North Brandt Street, Unit

2121, Lewes, Delaware 19958 (“Plaintiff”) a proposal for framing (the “Framing

Proposal”) Plaintiff’s residential property situated at 5 Sloan Road, Harbeson,

Delaware 19951 (the “Property”). The Framing Proposal provided for a fixed price

of $380,972.60 and provided, in pertinent part, that Defendant was not responsible

for performing “electrician, plumbing, [or] HVAC rough-ins.” On January 25, 2021,

Defendant prepared a revised proposal, which was fully executed by Plaintiff and

Defendant on February 16, 2021 (the “Contract”) for major construction work (the

“Project”) at the Property, at a total cost of $450,000. Plaintiff ultimately remitted

$360,000 (the “Project Funds”) to Defendant under the Contract via three progress

1 In a Pre-Trial Stipulation dated June 25, 2024, the parties mutually agreed to these facts, or such facts were undisputed at trial. In their Pre-Trial Stipulation, the parties contended that the following issues of fact remined to be litigated: whether the parties breached the Contract, and the nature and extent of their damages. The parties also contended that the following issue of law remained to be litigated: whether the parties had valid breach of contract claims against each other.

2 payments of $100,000, $180,000, and $80,000.

Prior to engaging Defendant, Plaintiff had procured two sets of building plans

for the Project, one being a plan drawn by Moonlight Architecture dated October 27,

2020, and the other being a plan prepared by Ability Design Group dated June 20,

2020 (together, the “Plans”). Plaintiff had also obtained a building permit from

Sussex County, started the foundation, secured a stonemason and a roofer, started

preparing the site for renovation, purchased an appliance package, and ordered four

exterior doors. The Contract clarified the scope of work, with specifications, which

Defendant was to perform in accordance with the Plans and stated certain items

which Defendant was not responsible for performing. Plaintiff purported to act as

general contractor for the Project, retaining a large share of the responsibility for the

Project, including the obligation to ensure certain contractors were engaged to

complete certain phases of the Project. Plaintiff engaged Defendant to perform

various general contractor services for the Project which had not been procured by

Plaintiff. Defendant contacted various subcontractors and materialmen to provide

quotes upon which to price the work requested by Plaintiff.

Defendant commenced demolition, which was completed in March -- April

2021 and commenced framing in May 2021. When framing started, the parties

discovered that the Plans were erroneous and inaccurate in certain respects. This

would necessitate various repairs to resolve architectural defects in the Plans,

3 accommodate Plaintiff’s desires which conflicted with what was shown in the Plans,

and remedy work from Plaintiff’s previous subcontractors. The Project also

experienced the effects of the COVID-19 pandemic in the form of supply chain

challenges, labor and material shortages, and increased prices. As a result, framing

would not be substantially completed until July -- August 2021. On September 2,

2021, the Project passed a “house wrap inspection,” which occurs when the house is

fully sealed and prior to the installation of siding. Defendant had placed an order for

the siding materials in accordance with the specifications in the Contract, which had

a 4–5-week lead time, due to supply chain issues at that time. Plaintiff was frustrated

that the siding installation had not occurred due to the lead time in obtaining the

siding materials. She asked that the remaining framing punch-list items be completed

in the meantime, which was agreeable to Defendant.

On September 22, 2021, Defendant completed these punch-list items,

including patching nail holes required by Roberts’ roofer, who was scheduled to

arrive on-site later that week to perform its contracted work. That afternoon,

Plaintiff, Defendant and others met at the Property to discuss the framing of the

fireplaces which Plaintiff intended on procuring. During that meeting, Plaintiff and

Defendant discussed the status of the delivery of the siding materials, which had not

yet arrived. Plaintiff also asked Defendant to install a well on the Property, but

Defendant pointed out that HVAC rough-ins, which had not yet been done, were a

4 prerequisite to installing a well. Defendant left what was described as a “heated”

meeting and Plaintiff asserts that this is when he “walked off the job.”

The next day, September 23, 2021, Defendant informed Plaintiff that on

September 24, 2012, he would be on-site to work on the front porch, and that he

would prepare a change order invoice which included the various additional framing

costs which were previously incurred due to deviations from the Plans and Contract

specifications, and which were authorized by Plaintiff (the “Change Order”).

Plaintiff responded by requesting Defendant to ensure that the siding specifications

were double-checked and to call two other material suppliers who could deliver the

siding materials by October 10-15, 2021. Defendant replied that the siding

specifications which Plaintiff expected deviated from the specifications in the

Contract and thus the order would need to be updated. Defendant offered to call his

siding supplier the following day to see if he could update the order. The discrepancy

had to do with the color of the fascia in the Contract vs. the color which Plaintiff

now desired. Plaintiff asked Defendant to resend the Change Order. Defendant

suggested that it would be best for the parties to settle on the Change Order and to

write up a release of Contract so that Plaintiff could finish the project as she saw fit.

Plaintiff ignored Defendant’s suggestion and responded later that evening to request

that Defendant resend the revised Change Order, which he did. The following

morning, Defendant informed Plaintiff that he was successful in updating the siding

5 order, but Plaintiff did not respond.

On September 27, 2021, Defendant asked Plaintiff to meet him at the Property

on September 30, 2021, since he could not return to work until then due to bronchitis,

an assertion that Plaintiff testified she thought was untruthful. Instead, Plaintiff

revived Defendant’s suggestion to settle the Change Order and release Defendant

from the Contract, and she requested that Defendant send her a release and advise

how much money was being returned to her. Defendant agreed to complete the

framing and install the siding (since it was already ordered), and asked Plaintiff to

clarify her request that money be returned. Defendant stated to Plaintiff that no

money would be returned due to the costs of the Project, including the framing extras

on the Change Order, that had accrued to that point in time, and he asserted that the

Project costs were “just about even.” Defendant prepared, signed and sent to Plaintiff

a termination agreement, but Plaintiff neither responded to nor signed the

termination agreement. Defendant then had his legal counsel prepare another

termination agreement. On September 29, 2021, Defendant revoked the first

termination agreement, notifying Plaintiff that another termination agreement with

the terms of cancellation and a settlement would be sent to her by his attorney.

Defendant, through his counsel, was thereafter unsuccessful in contacting Plaintiff

to further negotiate the termination.

Defendant never returned to the Property or performed any additional work at

6 the Property, for fear that Plaintiff would initiate legal action against him, for

trespass or otherwise. Plaintiff confirmed that she would not have allowed Defendant

back on the Property.2

II. PROCEDURAL BACKGROUND

On October 15, 2021, Plaintiff filed a Complaint against Defendant for breach

of contract, alleging that, despite her making timely payments under the Contract,

Defendant failed to complete construction in accordance with the contract. She

sought damages of $220,000 for the cost to complete construction, plus costs and

post judgment interest. On January 4, 2022, Defendant filed its Answer to the

Complaint positing nine affirmative defenses and a counterclaim against Plaintiff

for breach of contract. In the counterclaim, Defendant sought from Plaintiff (i)

compensatory damages in the amount of $13,196.90, (ii) expectation damages in an

amount of the $90,000.00 it had not yet been paid, (iii) attorneys’ fees and costs, and

(iv) post-judgment interest.

After depositions, a jury trial was scheduled for November 6, 2023, but on

November 3, 2023, the parties requested a thirty-day continuance to pursue and

finalize settlement of the case, which I granted. Settlement negotiations were

2 In the meantime, Plaintiff had engaged Megee Plumbing & Heating Co., Inc as the HVAC contractor to perform, among other work, HVAC rough-ins, and had signed a contract with G. Fedale Roofing and Siding to supply materials and labor to complete the siding work under the Contract.

7 ultimately unsuccessful. This is unfortunate because litigation put the outcome of

the dispute outside the control of the parties and resulted in the time and costs

attendant to a full trial.

On November 16, 2023, Defendant filed a Motion to Enforce Settlement

Agreement. Plaintiff filed a Response to this Motion on January 4, 2024, and, after

oral argument on January 31, 2024, I denied the Motion on February 6, 2024. On

July 22, 2024, the parties agreed to a bench trial, which was held on August 5, 6, 7,

and 8, 2024 before me and Judge Kathleen Vavala. Plaintiff called Wanda Roberts,

Dennis Crichlow, and Matthew Moffa, principal of Defendant (“Moffa”), as fact

witnesses, and David Bekus as an expert witness. Defendant called Moffa and

Marcos DeMiranda as fact witnesses, and J. Frank Peter as an expert witness.

I put my preliminary thoughts on the record from the bench on August 8, 2024,

when I stated that, in my view, there was a mutual termination of the Contract.3 This

narrowed the factual issues to what work Defendant had completed and the value of

such work compared to the amount that Plaintiff paid to Defendant ($360,000) at the

time of termination. I gave the parties time to file post-trial briefs before rendering

a decision, the deadline for which was extended several times. Plaintiff and

Defendant filed their post-trial briefs on December 13, 2024.

3 In their post-trial briefs, notwithstanding my statement from the bench, the parties made a number of alternative legal and factual arguments. As discussed below, however, I remain of the view that the Contract was mutually terminated.

8 This is my decision after trial.

III. LEGAL STANDARDS

A. Breach of Contract

To prevail on a breach of contract claim, the party asserting breach must prove

by a preponderance of the evidence (i) the existence of a contract, whether express

or implied; (ii) the breach of an obligation imposed by the contract; and (iii) resultant

damage to the plaintiff. A breach is material if the failure is “so fundamental to a

contract that the failure…defeats the essential purpose of the contract or makes it

impossible for the other party to perform the contract.” 4 Delaware courts have

adopted the factors set forth in the Restatement of Contracts to consider the

materiality of a breach, including: “(a) the extent to which the injured party will be

deprived of the benefit of which he reasonably expected; (b) the extent to which the

injured party can be adequately compensated for the part of that benefit of which he

will be deprived; (c) the extent to which the party failing to perform or to offer to

perform will suffer forfeiture; (d) the likelihood that the party failing to perform or

to offer to perform will cure his failure, taking account of all of the circumstances

including any reasonable assurances; and (e) the extent to which the behavior of the

party failing to perform or to offer to perform comports with standards of good faith

4 Shore Invs., Inc. v. Bhole, Inc., 2011 WL 5967253 (Del. Super. Nov. 28, 2011).

9 and fair dealing.”5

B. Credibility of Witnesses

The trial of this case elicited widely divergent testimony and other evidence

from Plaintiff and Defendant, and thus called on me as the trier of fact to weigh the

parties’ credibility. I am to "judge the believability of each witness and determine

the weight given to all trial testimony….consider[ing] each witness's means of

knowledge; strength of memory and opportunity for observation; the reasonableness

and unreasonableness of the testimony, the motives actuating the witness; the fact,

if it was a fact, the testimony was contradicted; any bias, prejudice, or interest,

manner or demeanor upon the witness stand and all other facts and circumstances,"6

and the witness's interest in the outcome of the litigation. 7 “In circumstances of

doubt, the court must make credibility determinations based on the testimony and

evidence submitted to make up the record and the patterns of behavior reflected in

the testimony and evidence.”8

IV. ANALYSIS

The key fact in dispute is whether the parties mutually parted ways with

respect to further work under the Contract, or whether Defendant walked off the job.

5 Restatement (Second) of Contracts § 241 (Am. Law Inst. 1981). 6 Commonwealth Construction Co. v. Cornerstone Fellowship Baptist Church, Inc., 2006 WL 2567916 (Del. Super. Aug. 31, 2006). 7 Phillips v. Siano, 2000 WL 33115824, at *2 (Del. Super. Sept. 26, 2000). 8 Foraker v. Voshell, 2022 WL 2452396, at *34 (Del. Super. July 1, 2022).

10 I reject Plaintiff’s claim that Defendant walked off the job. I find Defendant’s

testimony on this issue more credible and reject Plaintiff’s testimony on this issue.

In her emails, Plaintiff herself acknowledged that the Contract was mutually

terminated. In my eyes, her credibility was negatively affected by her myriad purely

speculative claims, by questioning a delay caused by Defendant’s bronchitis, and by

questioning the legitimate use of her payments by Defendant. On the other hand,

Defendant’s testimony is consistent with the other evidence, especially the text

messages which show unequivocally that Defendant wanted to continue the Project.

I also give credence to Defendant’s testimony that he wanted to stay on the job

because he found it interesting and challenging. Defendant’s credibility was

negatively affected, however, by submitting invoices that clearly were not

chargeable to Plaintiff and were in fact for another project, discussed further below.

It is true that Delaware law recognizes that abandonment of a contract is a

material breach.9 A finding of abandonment is possible where a contractor “left the

job and gave no indication that he would return to finish the outstanding work.”10

However, such is not the case here. Defendant did not refuse to work pending a

payment draw (Carey) or maintain a prolonged silence with Plaintiff (Schute).

Rather, he offered to return in a few days to continue work. Indeed, Plaintiff initially

9 Smith v. Mattia, 2010 WL 412030, at *4 n.32 (Del. Ch. Feb 1, 2010); Lee-Scott v. Schute, 2017 WL 1201158 (Del. Ct. Com. Pl. Jan 30, 2017). 10 Carey v. Estate of Myers, 2015 WL 4087056, at *2-3 (Del. Super. July 1, 2015).

11 rebuffed Defendant’s offer to terminate the Contract. She then revived the offer to

terminate and even then, Defendant offered to finish some outstanding work.

My opinion is that the parties ultimately reached a mutual agreement to

terminate the Contract. I find that the Contract was not improperly terminated by

either party, but rather that the termination was mutual in nature, akin to a

termination for convenience, despite the Contract’s lack of any express termination

provision.11

This finding affects Plaintiff’s legal entitlement to recover her subsequent

costs to complete the work. As more fully analyzed below, when Plaintiff agreed to

terminate the Contract, she assumed the responsibility to continue the project as she

saw fit, at a higher or lower cost, or to change the scope of the project, and Defendant

is not liable therefor. The analysis of Plaintiff’s expert witness, Mr. Bekus, on “cost

to complete” thus becomes irrelevant. This is not a criticism of Mr. Bekus; I found

him credible. However, Plaintiff did not give up her claim to any amount by which

her $360,000 payment might exceed the value of pre-termination work done by

Defendant.

By the same token, this means that Defendant lost any legal right to claim

$90,000 in expectation damages, and I reject that claim. However, Defendant

11 Delaware Financial Management Corp. v. Vickers, 1999 WL 458633 (Del. Super. June 9, 1999) (discussing that Delaware follows the general rule that “a contract for services without a termination provision is terminable at will.”).

12 retained its claims for the value of any unpaid pre-termination work. This calls into

play Defendant’s documentary evidence on the value of his pre-termination work

and the analysis of Defendant’s expert witness, Mr. Peter, on the value of the work

provided by Defendant prior to termination of the Contract.

V. DAMAGES

A. Measure of Damages

This requires a comparison of what Plaintiff paid ($360,000) to Defendant

under the Contract vs. the value of the work Defendant completed before the

Contract was mutually terminated. Defendant presented into evidence an expense

worksheet showing its actual costs in performing the Project, which includes

documentary back-up supporting these costs. There is no evidence suggesting that

these costs are fabricated, inaccurate, and not the actual dollars invested into the

Project. To the extent that it does not or is unclear, Defendant’s credibility warrants

such a finding. The total cost, plus Defendant’s margin (or mark-up), as stated and

documented in the worksheet and supporting documents is $358,000.

In her post-trial brief, Plaintiff requests that I measure the value of

Defendant’s work based on the percentage of work completed at the time of mutual

termination in relation to the overall contract price. This approach fails to account

for Defendant’s actual costs and the realities of the Project. Construction projects

often involve front-loaded costs, such as purchasing materials and mobilizing labor.

13 The contractor may incur a disproportionate amount of expense before reaching

milestones aligned with proportional completion. A proportional approach also

overlooks the costs of various deviations, changing market conditions, and

opportunities where a contractor can perform labor at his own cost. An approach

based on actual costs ensures a fair, objective assessment of the Project which

prevents any circumstances of unjust enrichment of one party over the other. This

concept is consistent with the underlying rationale of termination for convenience

clauses, more frequently used in the governmental contracting context.12

Plaintiff cannot argue that this gives license to Defendant to go over budget

with impunity and thus unjustly enrich itself, because it is reasonable for that burden

to transfer to Plaintiff upon their mutual termination of the Contract. Plaintiff should

be deemed to have made a conscious decision to complete the project herself, at her

own cost, under then-current market conditions.

Plaintiff also points out that cost estimates by Defendant for various phases of

the Project during depositions vary from the actual costs proffered at trial. Any rough

estimates given by Defendant during depositions of costs for certain phases of the

12 District of Columbia v. Org. for Envtl. Growth, 700 A.2d 185, 188 (D.C. 1997) (“In practical effect, a termination for convenience converts a fixed-price contract into a cost-reimbursement contract for the work performed up to the effective date of the termination. Allowable costs incurred, plus profit, will be recovered, subject to the overall limitation of the contract price and the possible application of any loss adjustment provisions. The contractor's recovery is thus measured by the costs incurred rather than the value of the performance to the government.”).

14 Project which proved to be inaccurate were clarified by the actual evidence at trial.

Construction pricing is volatile and costs of various phases of construction were

subject to market conditions at the time applicable contractors were engaged and the

work performed. In short, the most reliable method of calculation of the value of the

work performed by Defendant should be Defendant’s actual cost, supported with

proven documentary invoices, rather than an unproven, speculative estimates.

I find that Defendant spent a total of $358,000. A charge for Defendant’s labor

is legitimate, even if Defendant was also paid a salary by his company. If he did the

work, he incurred the cost of his time.

However, the parties identified at trial that certain invoices from Carter

Machinery which applied to a different project totaling $8,000 were mistakenly

included in the calculation and should be removed. As a result of said correction, I

deduct $8,000 for these invoices which Defendant improperly submitted to Plaintiff.

This leaves $350,000, consisting mostly of raw material costs.

In my opinion the Change Order that Defendant presented to Plaintiff is

enforceable. The evidence showed that work authorized and performed outside of a

contract’s specified terms is neither uncommon, nor does it preclude the contractor’s

ability to be compensated for such work in every instance. Delaware courts have

consistently recognized that contracts can be modified by the parties’ conduct, where

such actions demonstrate a mutual intention to alter the terms of the original

15 contract.13

In this case the Contract required that change orders be in writing. However,

Delaware law provides that contract provisions deeming oral modifications

unenforceable can be waived orally or by a course of conduct just like any other

contractual provision.14 This is frequently applied in the context of change orders.15

The evidence demonstrates that the parties’ course of conduct often involved

directives both on and off-site to Defendant by Plaintiff to perform work which

deviated from the Plans and Contract specifications, and which required the

procurement of additional materials and labor. Each line item was requested by

Plaintiff, constituted a deviation from the Plans or specifications in the Contract, and

was authorized by Plaintiff.

The Change Order includes a line item for material price increases due to

inflation. These provisions are common and enforceable, and attacks on such

provisions are frequently unsuccessful.16 Plaintiff conceded at trial that Defendant

had the right to charge these material increases. The trial testimony further evidenced

a pattern of conduct that these increases were communicated to Plaintiff both prior

to and after formation of the Contract. These price increases are consistent with Mr.

13 Good v. Moyer, 2012 WL 4857367, at *6 (Del. Super. Oct. 10, 2012). 14 Cont'l Ins. Co. v. Rutledge & Co., 750 A.2d 1219, 1229 (Del. Ch. 2000); Daystar Sills, Inc. v. Anchor Investments, Inc., 2007 WL 1098129, at *4 (Del. Super. Apr. 12, 2017). 15 Creative Builders v. Jackson, 2000 WL 33654094, at *14, (Del. Ct. Com. Pl. Aug. 10, 2000). 16 Carey's Home Constr., LLC v. Est. of Myers, 2014 WL 1724835, at *6 (Del. Super. Apr. 16, 2014).

16 Bekus’s testimony that lumber prices “went through the roof” during the Project.

To the extent there exists a conflict in testimony between Plaintiff and

Defendant as to the Change Order work performed or the authorization thereof, I

find Defendant’s testimony more credible. Plaintiff understood not only that

Defendant expected to be paid, but also that the Change Order would be

forthcoming. To prevent recovery by Defendant would unjustly enrich Plaintiff.

Moreover, Delaware law permits Defendant to recover the value of the work

performed in the Change Order under the theory of quantum meruit. “A quantum

meruit claim permits a party to recover the reasonable value of his or her services if:

(i) the party performed the services with the expectation that the recipient would pay

for them; and (ii) the recipient should have known that the party expected to be

paid.” 17 “In construction litigation, quantum meruit is a well-known, and even

preferred remedy…by which a plaintiff, in the absence of an express agreement, can

recover the reasonable value of the materials or services it rendered to the

defendant.”18 Delaware courts often employ a quantum meruit analysis “to parse

change orders in construction litigation, where the facts establish that the parties

waived the contractual provision governing such modifications.”19

17 Gone GB Ltd. v. Intel Servs. Div., LLC, 2022 WL 17494811, at *19-20 (Del. Super. Dec. 8, 2022) (internal quotations omitted). 18 Foraker v. Voshell, 2022 WL 2452396, at *13 (Del. Super. July 1, 2022). 19 Id. (citing Daystar Sills, Inc. v. Anchor Investments, Inc., 2007 WL 1098129, at *4 (Del. Super. Apr. 12, 2017)).

17 Under quantum meruit, Defendant is entitled to the reasonable value of the

work specified in the Change Order. The Change Order values the work outlined

therein in the sum of $39,550.00. In addition, Defendant has the right to claim a

markup on the Change Orders, since the Change Orders are not add-ons to the

Contract, but rather parts of the Contract. The face value of this 20% markup is

$7,900. In my view, Plaintiff’s objections to the amount of this percentage are

speculative and without sufficient evidence.

Adding Defendant’s reasonable Change Order mark-up of $7,900, this brings

the total amount spent by Defendant to $357,900.

Since Plaintiff has already paid Defendant $360,000, Defendant owes Plaintiff

for her overpayment of $2,100.

B. Attorneys’ Fees and Costs

Defendant has requested that it be awarded its attorneys’ fees and costs

incurred in defending this action. Delaware follows the American Rule, which

provides that each side pays its own attorneys’ fees and costs. There are exceptions

to the rule, however, including a bad faith exception. “[A]lthough there is no single

definition of bad faith conduct, courts have found bad faith where partiers have

unnecessarily prolonged or delayed litigation, falsified records, or knowingly

asserted frivolous claims.”20 In my view, Plaintiff’s assertions and litigation conduct

20 Johnson v. Arbitrium (Cayman Is.) Handels AG, 720 A.2d 542, 545 (Del. 1998).

18 are not so frivolous as to rise to the level of bad faith. Therefore, I deny Defendant’s

request.

VI. AMENDMENT OF PLEADINGS

Defendant requests that I order that the pleadings be amended to the extent

necessary or appropriate to address the issues and evidence not raised in the

pleadings but presented at trial.21 Defendant argues that amendment of the pleadings

is necessary to cause them to conform to the evidence. Defendant further argues that

the Rule is “designed to cure the situation where the course of the trial departs so

materially from the image of the controversy pictured in the pleadings or by the

discovery process that it becomes necessary to adjust the pleadings to reflect the case

as it actually was litigated in the courtroom.”22

However, Rule 15(b) itself provides that, when issues not raised by the

pleadings are tried by express or implied consent of the parties, they shall be treated

in all respects as if they had been raised in the pleadings, and Delaware courts have

held that failure to amend the pleadings does not affect the result of the trial of these

issues.23

In my view, there is not such a material gulf between the issues and evidence

in the pleadings and discovery and the issues and evidence at trial as to warrant an

21 Such a motion may be made by any party at any time, even after judgment, under Super. Ct. Civ. R. 15(b). 22 In re Mindbody, Inc., 2023 WL 2518149, at *103 (Del. Ch. Mar. 15, 2023) (citations omitted). 23 Homf II Inv. Corp. v. Altenberg, 2020 WL 2529806, at *123 (Del. Ch. May 19, 2020).

19 amendment of the pleadings. Therefore, I deny Defendant’s request.

VII. CONCLUSION

For the reasons discussed above, I find that Defendant owes Plaintiff the sum

of $2,100, plus interest at the judgment rate,24 from September 22, 2021until the date

of satisfaction.

The parties shall submit to me a form of Order consistent with this Opinion.

IT IS SO ORDERED.

/s/ Craig A. Karsnitz

cc: Prothonotary

24 Under 6 Del. C. § 2301(a).