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EFiled: Feb 1 2010 4:46PM EST Transaction ID 29329744 Case No. 4498-VCN

COURT OF CHANCERY OF THE STATE OF DELAWARE
JOHN W. NOBLE VICE CHANCELLOR 417 SOUTH STATE STREET DOVER, DELAWARE 19901 TELEPHONE: (302) 739-4397 FACSIMILE: (302) 739-6179

February 1, 2010

Kathryn J. Garrison, Esquire Schmittinger and Rodriguez, P.A. 414 South State Street Dover, DE 19901

Dean A. Campbell, Esquire Law Office of Dean A. Campbell, LLC 401 North Bedford Street P.O. Box 568 Georgetown, DE 19947-0568

Re:

Smith v. Mattia, et al. C.A. No. 4498-VCN Date Submitted: October 28, 2009

Dear Counsel: I. INTRODUCTION

This letter opinion involves the unhappy and failed construction of a personal residence. The contractor is a forfeited Maryland corporation. The owners allege that the contractor failed to complete the residence within a reasonable period of time, and also misappropriated funds that were to be used in its construction. They allege breach of contract, fraudulent conveyance and inducement, conversion, and

Smith v. Mattia, et al. C.A. No. 4498-VCN February 1, 2010 Page 2

related conspiracy charges. They seek to pierce the corporate veil and hold the seller's principals, employees, and corporate affiliate liable for the alleged wrongdoing. Based upon the facts alleged in the Complaint, the Court cannot yet determine whether the one-year limitations period prescribed in the Contract bars the buyers' claims. Moreover, it is not unreasonable to conclude, in the context of the pending motion to dismiss, that the claims accrued on or after April 9, 2006, and were therefore brought within the applicable three-year statute of limitations. II. FACTUAL BACKGROUND

The Plaintiffs are David R. Smith and Barbara T. Smith, husband and wife (the "Smiths"). The Defendants are Donald L. Mattia ("Donald"), Michael Mattia ("Michael"), Barbara Joseph ("Barbara"), and Residential Construction Services, LLC ("Residential Construction").1 Donald was a shareholder and/or director and President of Donald L. Mattia, Inc. ("DLM"), a Maryland corporation, which engaged in custom home construction in Delaware under the name of Chapel Homes Custom Builders.2 Michael, who is Donald's son, was a shareholder and/or director

1 2

Complaint (the "Compl.")

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