Hughes v. Imperial Home Remodeling LLC ( 2018 )

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
RICHARD A. I-IUGHES and
H. KAREN HUGHES,
Plaintiffs,
V. C.A. No. Nl 8C-01-289 CEB
IMPERIAL HOME REMODELING
LLC and GIOVANNI ESPOSITO
a/l791 A.2d 8, 21-22 (Dei. Ch. 2001).
saying the individual defendant would not be “shielded from liability simply because
he was acting in a corporate capacity when he allegedly participated in conduct
violative of the CFA and the UDTPA.”2
Defendant points the Court to the “fine print” of the Hughes/Imperial home
improvement contract and a provision that defendant calls an “Integration Clause”
that excluded reliance on representations not contained in the agreement The
Integration Clause may be given effect, but it may not. We see several cases that
have read such clauses quite narrowly.3 And while the exact nature of the
representations and defects are not fleshed out at this early stage of the case, we note
that defendants’ answer avers that the contract was not completed because Imperial
was “prevented from completing work by the City of Newarl<.”4 This is consistent
with the representations at oral argument that Imperial is not licensed to do business
in Newark, DE. That may, or may not, be relevant to the representations made at
the time of contracting, but it does demonstrate that dismissing defendant at this
stage would be inappropriate.
2 Id. at 22.
3 See generally Kronenberg v. Katz, 872 A.2d 568, 593 (Del. Ch. 2004); Alltrista
Plastics, LLC v. Rockline lna'ustries, Inc., 2013 WL 5210255 at *5 (Del. Super.
2013); Aviation West Charters, LLC v. Freer, 2015 WL 5138285 at 7-8 (Del. Super.
2015).
4 Answer 116, 8.
Whether all of this adds up to summary judgment in favor of either defendant
is too early to tell. The motion before the Court is to dismiss John Esposito in his
individual capacity, which the Court will do, as to the two contract counts, The
Court will not dismiss tort/misrepresentation counts as the parties must develop a
record upon which such claims can be examined. As to defendants’ integration
clause arguments, the Court cannot rule as a matter of law that the mere presence of
such a clause in a contract bars plaintiffs from presenting their evidence of fraud or
misrepresentation Defendants may raise their arguments again upon full discovery,
assuming there are by then no factual issues in dispute.
For the foregoing reasons, Defendant’s Motion to Dismiss is GRANTED as
to Counts 1 and 2 and DENIED as to the remaining Counts.
IT IS SO ORDERED.
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Judge/Charles E. Butle_ru/