Pulieri v. Boardwalk Properties, LLC, C.A. No. 9886-CB (Del. Ch. Feb. 18, 2015).
This Court of Chancery decision provides a primer on specific performance, unjust enrichment, laches and the rule against perpetuities, and also provides another reminder, as if any reminder was needed, that oral agreements are difficult to enforce, especially when the transfer involves real estate valued at several million dollars. Compare generally, Grunstein v. Silva, 2014 WL 4473641 (Del. Ch. Sept. 5, 2014).
Similar to the indeterminacy in corporate litigation often described by corporate law scholars when referring to Delaware, this case is an example of the indeterminacy in commercial litigation, to the extent that the result of applying the law to a specific set of facts is not always predictable with any degree of certainty.
The prerequisites for specific performance are listed at pages 11 and 12 of the slip opinion, but in my view, the application of the law of specific performance to particular circumstances cannot always be easily predicted because, in my view, Chancery will either grant or deny this specific type of equitable relief based on the personal belief of the particular jurist in terms of the opinion of that jurist regarding which side is more able to tug at the equitable heartstrings of the court.
Rule of Evidence 202 regarding judicial notice of pleadings in courts of this state is discussed to the extent of its limited scope. See footnote 24.
The elements of unjust enrichment were discussed but notable is the discussion about why the exception for “inherently unknowable injuries” did not apply to toll the three-year statute of limitations for this claim, which was several years past the statute.
Also noteworthy is the aspect of laches that may require a claim for breach of contract to be brought before the three-year limitation especially when the claim includes a request for specific performance.
Lastly, the always popular “rule against perpetuities” was discussed and applied to bar the enforcement of an agreement for the transfer of real estate that had no end date and could conceivably extend beyond several centuries for its exercise of a particular term. Because of that bar, the court did not address the Statute of Frauds argument.