IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

TWISTED VENTURES, LLC,

a Delaware limited liability company,

Plaintiff,

v.

SANDRA CHANDLER and AUNTIE 

ANNE’S SOFT PRETZELS #104, 

INC., a Delaware corporation,

Defendants.

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) C.A. No. N15C-02-030 CLS

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ORDER

On this 16th day of August, 2016, and upon Plaintiff’s, Twisted Ventures, 

LLC, (“Twisted Ventures” or “Plaintiff”) Motion for Summary Judgment, it 

appears to the Court that:

This action arises out of the purchase and sale of an Auntie Anne’s Soft 

Pretzel franchise located in the Prices Corner Shopping Center in Wilmington, 

Delaware, effectuated through a written asset sale agreement entered into by and 

between Twisted Ventures, as the buyer, and Sandra Chandler (“Ms. Chandler”) 

and Auntie Anne’s Soft Pretzels #104, Inc. (the “Franchise”) (collectively, the 

“Defendant”), as the seller, on January 19, 2013 (the “Contract”). In its complaint, 

Plaintiff alleges that Ms. Chandler falsely and fraudulently represented the 

Franchise’s net 2012 sales to its President, Jason Yancoski (“Mr. Yancoski”), 

which constituted a breach of warranty by Defendant and damaged Plaintiff.
2

On April 12, 2016, Plaintiff moved for summary judgment on its breach of 

warranty claims, arguing that it is undisputed that Defendant warranted under the 

Contract that she had provided an accurate 2012 sales figure to Plaintiff and that 

Defendant supplied a false sales figure in a text message. Plaintiff further argues 

that it is undisputed that it relied on the false sales figure when it went to closing 

on the $350,000 purchase price and, thus, Plaintiff paid $44,750 more than it 

would have paid had the correct sales figure been supplied by Defendant based on 

the formula it used to generate a spreadsheet of possible purchase prices to offer.

Defendant argues in opposition that she did not warrant under the Contract 

that she had provided an accurate 2012 sales figure to Plaintiff, pointing out that 

Plaintiff fails to cite to any part of the Contract containing such a warranty, and 

that Plaintiff did not rely on the 2012 sales figure, because the text message was 

sent after that Contract was signed. Further, Defendant vehemently opposes 

Plaintiff’s attempt to use Mr. Yancoski’s formula and spreadsheet as the basis for 

computing its damages.

As to the warranty(s) alleged to have been breached by Defendant when Ms. 

Chandler sent the text message containing the erroneous 2012 sales figure to Mr. 

Yancoski, Plaintiff directs the Court to paragraphs 4.I and 4.P of the Contract. 

Paragraph 4.I states:

“No representation or warranty by Seller in this Agreement, nor any 

exhibit, statement or certificate furnished or to be furnished by Seller 
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pursuant to this Agreement, or in connection with the actions 

contemplated hereby, contains or shall contain any untrue statement or 

omit a material fact necessary to make the statements contained 

therein not misleading or incomplete.1

Paragraph 4.P states, in pertinent part:

The Seller warrants and represents that all of the financial 

statements/compilations, tax returns, books and all other records 

pertaining to Seller’s business operations/use on the Property, or 

otherwise provided to Buyer by Seller which have been or will be 

exhibited to Buyer or any of Buyer’s agents, are absolutely true and 

correct, including without limitations thereto, all bills, invoices and 

other evidence of various costs and income relating to the Seller’s 

business.2

The Court may grant summary judgment if the moving party establishes that 

there are no genuine issues of material fact in dispute and judgment may be 

granted as a matter of law.3 All facts are viewed in a light most favorable to the 

non-moving party.

4

 When the facts permit a reasonable person to draw only one 

inference, the question becomes one for decision as a matter of law.5 Summary 

judgment should be denied “if it seems desirable to inquire more thoroughly into 

the facts or to clarify the application of the law.”6

While it is undisputed that on January 19, 2013, the Contract was executed 

by the Parties, and that on January 19, 2013, Ms. Chandler sent Mr. Yancoski a 

 

1

Pl.’s Mot. for Partial Summ. J., Exh. A, Asset Sales Agreement ¶4.I.

2

Id. at ¶4.P.

3

Super. Ct. Civ. R. 56(c).

4 Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1979).

5 Wootten v. Kiger, 226 A.2d 238, 239 (Del. 1967).

6 Christiana Marine Serv. Corp. v. Texaco Fuel & Marine Mktg., 2002 WL 1335360, at *2 (Del. 

Super. June 13, 2002).
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text message containing erroneous sales data for 2012, the sequence of events 

constitutes a disputed fact and, thus, whether Plaintiff relied on the sales figure in 

the text message constitutes an issue of fact. Accordingly, though Plaintiff points 

to paragraphs 4.I and 4.P of the Contract as constituting warranties allegedly 

breach by Defendant when she sent the text message, it has failed to demonstrate 

that the text message at issue undisputedly meets either the categorical or temporal 

parameters of the clauses cited.7

Finally, even if Plaintiff had met its burden of showing that there is no 

dispute as to any material fact as to Defendant’s alleged breach(es) of warranty, 

Plaintiff has not demonstrated that it is entitled to the relief sought in its motion—

namely, damages in the amount of $44,750. As a way of quantifying the 

reasonable expectations of the parties to a contract where one party is in breach, 

“[e]xpectation damages are calculated as the amount of money that would put the 

non-breaching party in the same position that the party would have been in had the 

breach never occurred.”8 Thus, “[t]he measure of damages is the loss actually 

sustained as a result of the breach of the contract.”9

Plaintiff contends that it would not have paid more than $305,250 if 

Defendant had supplied the true 2012 sales figure. However, its argument relies on 

 

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In fact, paragraph 4.I on its face does not even appear to create any warranty at all.

8 Cobalt Operating, LLC v. James Crystal Enters., LLC, 2007 WL 2142926, at *29 (Del. Ch. 

July 20, 2007).

9 Del. Limousine Serv., Inc. v. Royal Limousine Serv., Inc., 1991 WL 53449, at *3 (Del. Super. 

Apr. 5, 1991).
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two assumptions that have not been shown: (i) that Defendant was either 

contractually bound to supply Plaintiff with the accurate 2012 sales figure or 

would have in any event, and (2) that Defendant would have accepted Plaintiff’s 

offer of $305,250. Additionally, Plaintiff’s reliance on Cobalt Operating, LLC v. 

James Crystal Enterprises, LLC is undercut by its failure to present any expert 

testimony or evidence as to the appropriate valuation of the Franchise to 

substantiate Mr. Yancoski’s subjective valuation efforts realized by a “formula” he 

developed. Under the circumstances, it is woefully inadequate—and may not be 

relevant—to present the Court with a homespun spreadsheet purportedly created 

and used by a party to calculate possible offers to purchase a franchise and ask the 

Court to round up here and round down there in order to arrive at an appropriate 

measure of damages ex ante.

Accordingly, for the foregoing reasons, Plaintiff’s Motion for Summary 

Judgment is DENIED.

IT IS SO ORDERED.

/s/Calvin L. Scott

The Honorable Calvin L. Scott, Jr.

cc: Prothonotary