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IN THE SUPERIOR COURT OF THE STATE OF DELAWARE 

TRUST-ED SOLUTIONS, LLC,

 

 Plaintiff/Counterclaim-Defendant, 

 

 v.

GILBERT LLP,

 

 Defendant/CounterclaimPlaintiff/Third-Party Plaintiff,

 v.

RACHEL L. COSGROVE,

 Third-Party Defendant. 

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) C.A. No. N20C-06-229 MMJ CCLD

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Submitted: November 1, 2022

Decided: November 2, 2022

On Trust-Ed Solutions, LLC and Rachel L. Cosgrove’s

Motion for Reargument

DENIED

On Gilbert LLP’s Motion for Limited Reargument

DENIED

On Trust-Ed Solutions, LLC and Rachel L. Cosgrove’s

Motion to Supplement the Summary Judgment Record

DENIED

ORDER
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1. By Opinion dated October 18, 2022, the Court considered cross motions 

for summary judgment. The Court held:

The Court finds: (1) that the only applicable processing rate is the “AllInclusive” $35 per gigabyte rate included in the Pricing Model; (2) that Gilbert did 

not waive its contractual rights; (3) that MCS validly assigned the breach of 

contract claim to Gilbert and champerty does not apply; (4) that there are genuine 

issues of material fact concerning the total amount that Gilbert should have been 

charged for hosting data; (5) that Trust-ED is not entitled to any additional forensic 

collection fees; (6) that Gilbert’s failure to pay in full was not a termination of the 

contract and a genuine issues of material fact exist as to whether Trust-ED is 

entitled to post-termination storage fees; (7) that Trust-ED’s account stated claim is 

dismissed; (8) that there are genuine issues of material fact concerning the alleged 

fraud; (9) that summary judgment is granted in favor of Trust-ED regarding Counts 

I–IV of Gilbert’s counterclaims for lack of record evidence of damages; (10) that 

quantum meruit may proceed as a potential measure of damages; (11) that the 

Third-Party Complaint adding Cosgrove as a party is appropriate; and (12) that the 

Consulting Agreement limits incidental damages for breach of contract claims. 
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Gilbert’s Motion for Partial Summary Judgment

Gilbert’s request for a declaration that the only applicable processing rate be 

the “all-inclusive” $35 per gigabyte rate included in the Pricing Model is hereby 

GRANTED.

Gilbert’s request for a declaration that Trust-ED breached its contract with 

MCS by failing to pay MCS for its work, and that Gilbert, as a valid assignee of 

MCS’s breach of contract claim is hereby GRANTED. The amount of damages 

will be determined at trial. 

Gilbert’s request for a declaration that Trust-ED is not entitled to any posttermination storage fees is hereby DENIED.

Trust-ED’s account stated claim is hereby DISMISSED.

Gilbert’s request for summary judgment in its favor on Trust-ED’s quantum 

meruit claim is hereby DENIED.

Gilbert’s request for a declaration that it does not owe Trust-ED additional 

forensic collection fees is hereby GRANTED.

Gilbert’s request for a declaration of the maximum amount Gilbert should 

have been charged for hosting is hereby DENIED.

Trust-ED’s Motion for Partial Summary Judgment

Trust-Ed’s account stated claim (Count III) is hereby DISMISSED.
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Trust-ED’s request for summary judgment in its favor for the breach of 

contract counterclaim Counts VI (Hosting Fees) and VII (Gilbert as assignee of 

MCS) is hereby DENIED.

Cosgrove’s request for summary judgment in her favor for Gilbert’s ThirdParty Complaint against her is hereby DENIED.

Trust-ED’s request for summary judgment in its favor for Gilbert’s breach of 

contract counterclaim Counts I–IV is GRANTED and Counts I–IV are hereby 

DISMISSED. 

The damages for the remaining breach of contract counterclaim counts are 

limited by the Consulting Agreement to direct damages. 

IT IS SO ORDERED.1

2. Two Motions for Reargument have been filed. Trust-Ed Solutions, LLC 

and Rachel L. Cosgrove’s Motion for Reargument asserts: the Court 

misunderstood or improperly rewrote Section 4.1 of the Agreement with respect to 

the processing charges and the forensic collection fees; the Court misapprehended 

the facts and law, and improperly decided clear issues of fact regarding Waiver and 

Account Stated; and reargument is warranted on the issue of the processing 

charges.

1The Opinion remains under seal as of the date of this Order. 
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3. Gilbert LLP’s Motion for Limited Reargument contends that Trust-Ed’s 

claim for post-termination storage fees depends entirely upon either an oral 

termination or an automatic termination. Therefore, there are no issues of material 

fact preventing summary judgment in Gilbert’s favor. Alternatively, Gilbert 

requests that the Court clarify what genuine issues of material fact remain. 

4. Trust-Ed Solutions, LLC and Rachel L. Cosgrove also have filed a 

Motion to Supplement the Summary Judgment Record. They seek to have the 

Court consider the deposition testimony of a witness deposed after the discovery 

deadline. 

5. The parties presented argument on the summary judgment motions on 

August 10, 2022. The witness was deposed on October 13, 2022. The Motion to 

Supplement the Summary Judgment Record, along with the deposition transcript, 

were filed on October 14, 2022. The Court issued its summary judgment opinion 

on October 18, 2022. 

6. The purpose of moving for reargument is to seek reconsideration of 

findings of fact, conclusions of law, or judgment of law.2 Reargument usually will 

be denied unless the moving party demonstrates that the Court overlooked a 

precedent or legal principle that would have a controlling effect, or that it has 

misapprehended the law or the facts in a manner affecting the outcome of the 

2Hessler, Inc. v. Farrell, 260 A.2d 701, 702 (Del. 1969).
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decision.3 “A motion for reargument should not be used merely to rehash the 

arguments already decided by the court.”4 To the extent the parties asserted issues 

that were not raised in the submissions in support of summary judgment motions, 

new arguments may not be presented for the first time in a motion for reargument.5

7. The Court has reviewed and considered the parties’ written submissions 

and arguments. The Court did not overlook a controlling precedent or legal 

principle, or misapprehend the law or the facts in a manner affecting the outcome 

of the decision. All arguments presented in both reargument motions either have 

previously been considered and resolved by the Court, or are new arguments not 

appropriately raised for the first time on reargument. The outstanding issues of 

genuine material fact are clearly outlined in the October 18, 2022 Opinion. 

Therefore, the request for clarification also is denied. 

8. Further, having found no party has successfully asserted any issue 

requiring the Court to modify its detailed rulings issued in the October 18, 2022 

Opinion, the Court finds that the Motion to Supplement the Summary Judgment 

Record is moot, as well as untimely. 

3Ferguson v. Vakili, 2005 WL 628026, at *1 (Del. Super.).

4Wilmington Trust Co. v. Nix, 2002 WL 356371, at *1 (Del. Super.).

5Oliver v. Boston University, 2006 WL 4782232, at *1 (Del. Ch.).
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THEREFORE, Trust-Ed Solutions, LLC and Rachel L. Cosgrove’s 

Motion for Reargument is hereby DENIED. Gilbert LLP’s Motion for Limited 

Reargument is hereby DENIED. Trust-Ed Solutions, LLC and Rachel L. 

Cosgrove’s Motion to Supplement the Summary Judgment Record is hereby 

DENIED.

IT IS SO ORDERED. 

/s/ Mary M. Johnston

The Honorable Mary M. Johnston