COURT OF CHANCERY

OF THE

STATE OF DELAWARE

MORGAN T. ZURN

VICE CHANCELLOR

LEONARD L. WILLIAMS JUSTICE CENTER

500 N. KING STREET, SUITE 11400

WILMINGTON, DELAWARE 19801-3734

February 11, 2022

Theodore A. Kittila, Esquire

Halloran Farkas & Kittila LLP

5801 Kennett Pike, Suite C

Wilmington, Delaware 19807

Richard E. Berl, Jr., Esquire

Hudson, Jones, Jaywork & Fisher, LLC

34382 Carpenter’s Way, Suite 3

Lewes, DE 19958

RE: Mark G. Schaeffer, Sr. v. Donald Lockwood,

 Civil Action No. 2018-0926-MTZ 

Dear Counsel,

I write to address the parties’ dispute over prejudgment interest. I write for 

the parties and assume familiarity with my November 30, 2021, post-trial opinion, 

and the defined terms used therein.1 

The parties first dispute when prejudgment interest begins to run. Plaintiff 

Mark G. Schaeffer, Sr., points to language in Citadel Holding Corporation v. Roven

providing that prejudgment interest “is to be computed from the date payment is 

due.”2 Like Weil v. Vereit Operating Partnership, cited by defendant Donald 

Lockwood, Citadel awarded interest on indemnification based on the demand date; 

the demand initiated the obligation to pay.3 Here, Schaeffer’s unjust enrichment 

1 Schaeffer v. Lockwood, 2021 WL 5579050 (Del. Ch. Nov. 30, 2021).

2 603 A.2d 818, 826 (Del. 1992).

3

Id.; Weil, 2018 WL 834428, at *15.
Mark G. Schaeffer, Sr. v. Donald Lockwood,

Civil Action No. 2018-0926-MTZ 

February 11, 2022

Page 2 of 3

claim does not require a demand to ripen; Citadel’s plain language anchors interest 

to the date payment is due. 

Schaeffer’s payment was due when he enriched Lockwood yet remained 

impoverished. Schaeffer brought Lockwood the Subdivision that closed Sept. 29, 

2016; assisted in preventing sunsetting from June through closing; and secured a 

takedown agreement that closed on Feb. 29, 2017, but went unpaid.4 I conclude 

payment was due by March 31, 2017.

I turn next to the interest rate appropriate in this case. “The legal rate for 

prejudgment interest is 5% over the discount rate; however, this may be adjusted, as 

equity requires, in this Court’s discretion.”5 Here, equity commands a downward 

adjustment. Interest rates available to Schaeffer, as someone without a history of 

large investments, were extremely low from 2017 to present.6 Like Wright, this case 

moved slowly for reasons not solely attributable to Lockwood and which include a 

global pandemic; Schaeffer should not receive a windfall from the passage of all that 

4 Schaeffer, 2021 WL 5578050, at *6–9, *20; Tr. 312–18.

5 Wright v. Phillips, 2020 WL 3410544, at *1 (Del. Ch. June 22, 2020); see 6 Del. C. §

2301(a).

6 See Wright, 2020 WL 3410544 at *1; Seibold v. Camulos P’ship LP, 2012 WL 

4076182, at *24 (Del. Ch. Sept. 17, 2012); Schaeffer, 2021 WL 5578050, at *4, *6, *12.
Mark G. Schaeffer, Sr. v. Donald Lockwood,

Civil Action No. 2018-0926-MTZ 

February 11, 2022

Page 3 of 3

time. “I find this is the rare case where imposition of interest at the legal rate would 

offend equity. I find a rate of interest of 3% to be appropriate.”7

I ask counsel to confer with their calculators, and submit a stipulated proposed 

final order and judgment.

Sincerely,

 /s/ Morgan T. Zurn

 Vice Chancellor

MTZ/ms

cc: All Counsel of Record, via File & ServeXpress

7 Wright, 2020 WL 3410544, at *1.