Andrea C. Beck v. John A. Greim and Bombay Woods Maint. Corp. ( 2016 )


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  •                                        COURT OF CHANCERY
    OF THE
    STATE OF DELAWARE
    TAMIKA R. MONTGOMERY-REEVES                                         New Castle County Courthouse
    VICE CHANCELLOR                                               500 N. King Street, Suite 11400
    Wilmington, Delaware 19801-3734
    July 22, 2016
    Ms. Andrea C. Beck                          Brian T. McNelis, Esquire
    260 Golden Plover Drive                     Young & McNelis
    Bombay Woods                                300 South State Street
    Smyrna, DE 19977                            Dover, DE 19901
    Re:    Andrea C. Beck v. John A. Greim and Bombay Woods Maint. Corp.,
    Civil Action No. 10223-MA
    Dear Ms. Beck and Counsel:
    This Letter opinion addresses pro se Petitioner Andrea Beck’s exceptions to
    the Master’s final report dated February 22, 2016 (“Final Report”). For the reasons
    stated herein, the exceptions are granted in part and denied in part.
    I.     BACKGROUND AND PROCEDURAL HISTORY
    On October 10, 2014, Ms. Beck filed her complaint in this action (the
    “Complaint”). Ms. Beck allegedly is a homeowner in the Bombay Woods
    subdivision in Smyrna, Delaware (the “Development”) and a former director and
    treasurer of Respondent Bombay Woods Maintenance Corporation (“Bombay”),
    which is a homeowners association.         Respondent John Greim allegedly is a
    homeowner in the Development and the president of Bombay.
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 2 of 9
    In the Complaint, Ms. Beck alleges that Respondents performed the
    following acts: 1) transferred funds without legal authority or approval from the
    director and disregarded proper budgeting and accounting procedures for
    Bombay’s assets; 2) violated Bombay’s bylaws, Bombay’s maintenance
    declaration, and the Delaware General Corporation Law; 3) removed board
    members improperly; 4) failed to properly enforce the voting rights of Bombay’s
    members and failed to properly notify members of upcoming community votes; 5)
    retained legal counsel using Bombay’s funds without authority; and 6) failed to
    maintain Bombay’s landscape, jogging trails, and storm water retention ponds.
    Ms. Beck also filed numerous papers with the Court. On June 4, 2015, Ms.
    Beck filed praecipes for subpoenas, including subpoenas for the production of
    accounting records, tax records, and Bombay’s insurance records, to which
    Respondents objected. On June 15, 2015, Ms. Beck moved for advancement of her
    attorneys’ fees and expenses. On July 29, 2015, the Master denied Ms. Beck’s
    motion for advancement of attorneys’ fees and expenses, overruled Respondents’
    objection to Ms. Beck’s discovery requests, and ordered production of Ms. Beck’s
    requested documents (the “July Draft Report”). In a letter to the Master dated
    August 4, 2015, Ms. Beck stated as follows:
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 3 of 9
    My intentions are to hire legal counsel for the community (the
    corporation). I am an open and honest individual, therefore, I find it
    necessary to inform you that I do not feel, that I have the abilities to
    continue this case without an attorney and the reason I had requested
    to be represented by counsel. The more I learn about this case, in
    research of other cases, I realize that I do not know enough to be
    successful for this community, (the members of this corporation), who
    are deserving of legal representation. . . .
    . . . I truly believe we need an attorney for the corporation, (in the best
    interest of the community), to correct the errors made and to continue
    this case. I am pursuing this for the community, the corporation and
    last, to secure my investment (my home). I also recognize that I am a
    hindrance to the court, due to my clumsy and rambling
    correspondence. I respectfully ask the court to allow me the same
    legal privileges as the defendants; legal support through the entity’s
    insurance policy that will allow me to provide the best service I can
    for this corporation. . . . If I need to engage an attorney first, and re-
    file a motion of advanced attorney fees after, I will do so. I will wait
    for the courts response. 1
    On August 10, 2015, Chancellor Bouchard entered an order approving the
    July Draft Report. Respondents produced some records to Ms. Beck, but on
    October 6, 2015, Ms. Beck moved for contempt to enforce the August 10, 2015
    order. Respondents opposed the motion and requested a hearing to review the
    pending requests for records and subpoenas. Ms. Beck sent the Court a letter
    1
    Docket Item (“D.I.”) No. 53, at 2.
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 4 of 9
    listing the matters she wanted to be considered during the hearing, stating the
    reasons for her subpoenas, and explaining the relief sought from this Court:
    My only intent for the records subpoenaed is to support my claim in
    this case, in that: Mr. Greim and Appointees are responsible for the
    damages of this corporation in their breach of fiduciary duties and the
    mismanagement of the corporation, violating the members. And, the
    personal violations towards the plaintiff in hate campaigns, (and
    slander), Mr. Greim and Appointees have and continue to conduct.2
    On November 4, 2015, after reviewing Ms. Beck’s letter, the Master issued a
    draft report (the “November Draft Report”) concluding that Ms. Beck had asserted
    derivative claims on behalf of Bombay against Mr. Greim for alleged corporate
    misconduct. 3 Because a derivative plaintiff seeking to enforce a right of the
    corporation must be represented by counsel, the Master recommended dismissing
    the Complaint. 4     On November 9, 2015, Ms. Beck filed exceptions to the
    November Draft Report, which the parties briefed. On February 22, 2016, the
    Master adopted the November Draft Report as her Final Report. On February 26,
    2016, Ms. Beck filed exceptions to the Final Report, which the parties briefed.
    2
    D.I. No. 58, at 3.
    3
    Beck v. Greim, C.A. No. 10223-MA (Del. Ch. Nov. 4, 2015) (DRAFT REPORT).
    4
    Id.
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 5 of 9
    II.    ANALYSIS
    The Court has reviewed the record, determined that a hearing on the
    exceptions is unnecessary, and conducted a de novo review of the Final Report. 5
    Although the exceptions are not entirely clear, “[t]his Court has historically,
    as a court of equity, given a certain leeway to pro se litigants.”6 That leeway has
    been extended to Ms. Beck. Ms. Beck appears to take four exceptions to the Final
    Report.
    First, Ms. Beck appears to argue that the Master erred in finding Ms. Beck’s
    claims against Mr. Greim are derivative claims on behalf of Bombay rather than
    deed restriction claims. Specifically, Ms. Beck argues as follows:
    [t]he very backbone of this case is the numerous Deeds, Declaration
    Deed Restrictions, By-Laws and Certificate. These documents
    execute the Plaintiff’s rights as a homeowner and resident of this
    community. The rights the Deeds provide have been violated by the
    Respondent which 10 Del. C. § 348.6 applies. . . . If Mr. Greim and
    Appointees fail in successfully operating this corporation, it violates
    the Plaintiff by decreased property value and failure to meet deed
    requirements.7
    5
    DiGiacobbe v. Sestak, 
    743 A.2d 180
    , 184 (Del. 1999).
    6
    Taglialatela v. Galvin, 
    2016 WL 3752185
    , at * 3 (Del. Ch. July. 8, 2016) (citing
    Durham v. Grapetree, LLC, 
    2014 WL 1980335
    , at *5 (Del. Ch. May 16, 2014)).
    7
    Pet’r’s Opening Br. 14.
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 6 of 9
    I note, however, that in Ms. Beck’s opening brief in support of exceptions to the
    Final Report, Ms. Beck quotes her October 26, 2015 letter to the Master as follows:
    “Mr. Greim and Appointees are responsible for the damages of this corporation in
    their breach of fiduciary duties and mismanagement of the corporation, violating
    the members.”8 Thus, the Court agrees with the Master’s analysis in Final Report
    that Ms. Beck’s purported corporate mismanagement or misconduct claims against
    Mr. Greim and anyone else on behalf of Bombay are derivative claims and that
    Ms. Beck must be represented by counsel in order to pursue them. 9
    Second, Ms. Beck requests “that this Court consider the specific activities
    Mr. Greim ha[d] taken in his efforts to threaten and harass [her].”10 I need not
    8
    Id. at 15 (quoting D.I. No. 58, at 3). After the quote, Ms. Beck states: “Is a
    statement of looking forward; what possibly may result once this case is resolved?
    This case is its entirety is a deed restriction case.” Id. The Court does not know
    what this means and declines to address further.
    9
    See Transpolymer Indus., Inc. v. Chapel Main Corp., 
    582 A.2d 936
    , 
    1990 WL 168276
    , at * 1 (Del. Sept. 18, 1990) (TABLE) (“While a natural person may
    represent himself or herself in court even though he or she may not be an attorney
    licensed to practice, a corporation, being an artificial entity, can only act through
    its agents and, before a court only through an agent duly licensed to practice
    law.”); Lygren v. Mirror Image Internet, 
    992 A.2d 1237
    , 
    2010 WL 626072
    , at *1
    (Del. Feb. 23, 2010) (TABLE) (“[C]orporate appellants Parfi and Plenteous may
    not pursue this appeal because they are not represented by counsel, as required by
    Delaware law.”).
    10
    Pet’r’s Reply Br. 10.
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 7 of 9
    consider this issue, as the Master determined correctly that this Court lacks subject
    matter jurisdiction over criminal matters.11
    Third, Ms. Beck argues that the Master erred in not considering her
    purported 8 Del. C. § 225 claims. Ms. Beck alleges that she was elected as a
    director of Bombay and served as its treasurer until February 17, 2014 when two
    other purported directors attempted to remove her as a director and treasurer. Ms.
    Beck challenges her removal from the board and questions, among other things,
    whether Mr. Greim and Bombay’s Vice President, Jeff Horvat, are properly elected
    members of the board.12 Again, Ms. Beck’s claims are not entirely clear, but to the
    extent that she seeks to pursue an action under 8 Del. C. § 225, she may proceed
    pro se. 13
    11
    See 10 Del. C. § 342 (“The Court of Chancery shall not have jurisdiction to
    determine any matter wherein sufficient remedy may be had by common law, or
    statute, before any other court or jurisdiction of this State.”); see also Doe v.
    Coupe, 
    2015 WL 4239484
    , at * 5 (Del. Ch. July 14, 2015) (“[T]his Court
    historically has been careful not to interject itself into the law enforcement
    functions that properly fall within the jurisdiction of Delaware’s courts of law.”).
    12
    See Pet’r’s Reply Br. 13 (“I question numerous things: What are the authorities
    that Mr. Greim has to propose a 2016 budget? . . . Why does Mr. Greim believe he
    is the President? . . . What authorities does Mr. Greim have in collecting funds? . .
    . What authority does Mr. Greim have in submitting a voting ballot for the Board
    of Directors?”).
    13
    This Court has authority to determine “the validity of any election, appointment,
    removal or resignation of any director or officer of any corporation, and the right
    of any person to hold such office” pursuant to 8 Del. C. § 225(a). See Nevins v.
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 8 of 9
    Fourth and finally, Ms. Beck appears to argue that the Master erred in
    determining that Ms. Beck’s claims regarding Mr. Greim’s failure to upkeep
    Bombay’s common interest areas (e.g., Bombay’s landscape, jogging path, and
    storm water retention ponds) are derivative claims. Ms. Beck’s letters to the
    Master appeared to narrow her original claims to derivative claims of misconduct
    or mismanagement brought on behalf of the corporation. Thus, the Master did not
    analyze whether the claims that Mr. Greim failed to upkeep Bombay’s common
    interest areas may be pursued under 10 Del. C. § 348. I need not decide whether
    Ms. Beck may assert these claims under 10 Del. C. § 348 because the Master
    should be provided an opportunity to address any such arguments in the first
    instance.
    In Ms. Beck’s latest letter to the Court, she appears to abandon any potential
    remaining deed restriction claims in favor of pursing an action under the Common
    Interest Community Ombudsperson Act:
    If Your Honor feels that this case should not be in [this] Court, I
    respectfully request that this case be recommend[ed] for review and
    execution by State of Delaware, Common Interest Ombudsman,
    Christopher Curtin, Esq., allowing Counselor Curtin to implement
    Bryan, 
    885 A.2d 233
    , 237 (Del. Ch.) (allowing pro se plaintiff Rafael Nevins to
    pursue an action under 8 Del. C. § 225 to determine the proper directors of the
    corporation), aff’d, 
    884 A.2d 512
     (Del. 2005) (TABLE).
    Beck v. Greim and Bombay Woods Maint. Corp.
    Civil Action 10223-MA
    July 22, 2016
    Page 9 of 9
    binding arbitration. We did not have this entity at the time of my
    filing in order to resolve my membership rights. 14
    I refer Ms. Beck to the Common Interest Community Ombudsperson Act, in the
    event that she seeks to proceed with the Common Interest Ombudsman.15
    III.      CONCLUSION
    For the foregoing reasons, the exceptions are granted in part and denied in
    part.
    IT IS SO ORDERED.
    Sincerely,
    /s/ Tamika Montgomery-Reeves
    Vice Chancellor
    TMR/jp
    14
    D.I. No. 91, at 2.
    15
    29 Del. C. §§ 2540-2546.
    

Document Info

Docket Number: 10223-MA

Judges: Montgomery-Reeves V.C.

Filed Date: 7/22/2016

Precedential Status: Precedential

Modified Date: 7/22/2016