Preview:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STEPHEN J. NICHOLS,

) ) Plaintiff, ) ) v. ) ) JOANNE B. LEWIS, ANNE M. ) BARCZEWSKI, STEPHEN J. BARCZEWSKI, ) GEORGE A. BARCZEWSKI, SUSAN LEWIS ) ARDAY and DAVID R. ARDAY, ) ) Defendants. )

C.A. No. 1758-VCS

MEMORANDUM OPINION

Date Submitted: April 25, 2008 Date Decided: May 29, 2008

Michael F. Bonkowski, Esquire, COLE SCHOTZ MEISEL FORMAN & LEONARD, P.A. LLP, Wilmington, Delaware, Attorney for Plaintiff. Michael A. Weidinger, Esquire, Katherine J. Neikirk, Esquire, MORRIS JAMES LLP, Attorneys for Defendant Joanne B. Lewis. David L. Finger, Esquire, FINGER & SLANINA LLC, Wilmington, Delaware, Attorney for Defendants Susan L. Arday and David R. Arday. Donald E. Reid, Esquire, MORRIS, NICHOLS, ARSHT & TUNNELL, Wilmington, Delaware; Attorney for Defendants Anne M. Barczewski, Stephen J. Barczewski, and George A. Barczewski; David J. Ferry, Esquire, FERRY JOSEPH & PEARCE, PA, Wilmington, Delaware, Attorney for Defendants Stephen J. Barczewski and George A. Barczewski.

STRINE, Vice Chancellor.

I. This opinion is a response to the Delaware Supreme Court's remand ordering me to clarify a bench ruling I made on February 6, 2007. This case arises out of the sale of La Grange, a 236-acre historic farm in Glasgow, Delaware (the "Property"). On January 21, 2005, defendants Anne M. Barczewski, and her three children, defendants Stephen J. Barczewski, George A. Barczewski, and Joanne B. Lewis 1 (collectively the "Sellers"), entered into an "Agreement" to sell the Property to plaintiff Stephen J. Nichols for $14,250,000. Nichols planned to develop the Property, and the Agreement required the Sellers to cooperate with Nichols in the process of obtaining certain approvals necessary for Nichols to proceed with his development plan (the "Cooperation Clause"). The Cooperation Clause was particularly important in this transaction because Nichols knew that, in the context of a guardianship proceeding, there had been a family feud over whether the Property should be sold for development or preserved for its historic status. In that family battle, which itself spawned litigation in this court, Joanne Lewis and her daughter, defendant Susan L. Arday, opposed development while Lewis's brothers Stephen and George Barczewski favored developing the Property. Ultimately, the Barczewski family resolved their internal dispute in favor of selling to a developer. Perhaps unsurprisingly, given the historic status of the Property, Nichols' development plan encountered community opposition that allegedly resulted in additional costs and difficulty in developing the Property. Nichols suspected that at least some of the Sellers were fanning the flames of that opposition and brought this action against the Sellers
1

Regrettably, Joanne Lewis died a few weeks ago.

2

seeking, among other things, an injunction preventing the Sellers from breaching the Agreement, particularly the Cooperation Clause. Nichols later amended his complaint to include defendants Susan L. Arday and David R. Arday, the daughter and son-in-law of Joanne Lewis. Nichols' First Amended Complaint, although not felicitously drafted, detailed the family relationships and alleged that the Ardays had violated the Agreement. 2 The First Amended Complaint also added a tortious interference with contract claim against the Ardays alleging that, to the extent they were not considered Lewis's "agents or representatives," 3 they had interfered with the Agreement between Nichols and the Sellers by causing the Sellers to breach the Agreement. The Ardays moved to dismiss the complaint for several reasons, including that Nichols had brought baseless claims simply to chill the Ardays from advocating rejection of his development plans by New Castle County. Therefore, the Ardays argued that the suit implicated the anti-Strategic Litigation Against Public Participation ("SLAPP") statute. 4 Because the facts pled in the complaint supported the inference that the Ardays had acted in concert with Lewis in violating the Agreement, I responded by permitting expedited discovery to create a full record and resolve the case promptly, as the anti

First Am. Compl.

Download 107280.pdf

Delaware Law