1

THE SUPERIOR COURT OF THE STATE OF DELAWARE ) JOEL GETZLER, DANIEL GETZLER , ) DANIEL GINDEA, NEIL MARKS & ) STEVEN SALES, TRUSTEE OF THE ) STEVEN SALES RETIREMENT PLAN, )

Plaintiff s , )

)
v. ) C.A. NO

. N23C

- 02

- 086 DJB ) RIVER RUN FOODS (DE), LLC, a ) Delaware limited liability company, and ) FRED LANGER, )

Defendant s , ) ) Argued: March 13, 2024 Decided: July 1, 2024

Upon Defendant’s Motion for Summary Judgment

– GRANTED Upon Plaintiffs’ Cross

- Motion for Summary Judgment and Defendant’s Motion to

Strike Plaintiffs’ Cross

-

Motion

– DENIED

MEMORANDUM OPINION

Andrew L. Cole, Esquire, Stacy L. Newman, Esquire, Michael E. Fitzpatrick , Esquire, and Nathaniel J. Klepser , Esquire of COLE SCHOTZ PC, Wilmington, Delaware, and J. Michael Pardoe , Esquire, admitted pro hac vice , of COLE SCHOTZ PC, Baltimore, Maryland, Attorneys for Plaintiff s

. Marc Casarino, Esquire, and Katie Barksdale, Esquire, of KENNEDYS CMK LLP, Wilmington, Delaware, Attorneys for Defendant s

.

B RENNAN , J.2

I. INTRODUCTION
This civil action alleg es one count of fraud by Plaintiffs fol lowing a four
hundre d thousand dollar ($ 400 , 000 .00 ) invest ment ( “ the investment ” ) in Defendant
River R u n Foods, LLC ( “River R u n ” ) in October o f 2021. T h is C omplaint was filed on February 1 0, 2023

. Plaintiffs ’ complaint is against both River R u n and Defendan t Fred Langer ( “ Langer , ” collectively “Defendants”) , the Ch ief Operating Offi cer of

R iver Run

. 1 Defendant River Run is a company that provides food manufacturing and packaging services. 2 Langer worked for Plaintiff Joel Get zler ( “ Getzler ” ) , who

owns a consulting f

irm which provides guidance to financially troubled bu sinesses

. River Run was a former client of Getzler ’ s firm prior to the investment.

II
. PROCEDURAL HISTORY Following the close of discovery, Defendants moved for s ummary j udgment (“Defendants’ Motion”) on January 5, 2024 , in accordance with the Trial Scheduling
Order set for this case

. 3 On February 5, 2024, Plaintiffs filed their opposition to
Defendants’ Motion and simultaneously filed a Cross

- Motion for Summary Judgment (“Cross

- Motion”). 4 Defendants moved to strike , as untimely, the Cross

Motion on February 7, 2024

. 5 That same day, Plaintiffs filed their opposition to the

1 Complaint, D.I. 1. 2 D.I

. 1, at ¶ 17. 3 Defendants’ Motion for Summary Judgment. D.I. 42. 4 D.I. 44

- 46. 5 D.I. 48.3

Motion to Strike

. 6 On February 12, 2024, Defendants replied to the motions filed by Plaintiffs. 7 O ral argument was held March 13, 2024

. 8 Following review of the filings, arguments of counsel, the entire record in the case , and the applicable legal authority, for the reasons stated below, D efendants’ Motion to Strike and the
Plaintiffs’ Cross

- Motion for Summary Judgment are DENIED ; Defendants ’ Motion for Summary Judgment is GRANTED

. III. FACTUAL BACKGROUND
Getzler ’ s consulting f

irm, non - party Getzler Henr i ch & Associates , work s
with financially troubled companies ; Get zler is the co

- chairm an of his firm

. 9 River
Run was a client of Getzler Henrich until March 2018. 10 In 2019, Langer, who previously worked at Getzler Henrich, and a group of investors , purchased 80% of
River Run

. 11 Langer is currently the C hief O perating O fficer of River Run. 12 Seeking investors, Langer , on behalf of River Run, sent Getzler a written document offering Series A Preferred Stock in River Run (“Prospectus”) on August 31, 2021

. Getzler forwarded the document to Plaintiffs Daniel Getzler, Daniel

6 D.I. 48, 49. 7 D.I. 52. 8 D.I. 53. 9 D.I. 42, at 3. 10 Id. at 4 11 Id

. Langer and Getzler have known each other for forty years. 12 Id.4

Ginger, Neil Marks and Steven Sales (collectively “Plaintiffs”)

. 13 On September 3, 2021, Langer provided Getzler with projected River Run financials (“Projection s ”) forecasting 2021 sales of $23,620,601 .00 and E arnings B efore I nterest, T axes , and
A mortization (“EBITA”) of

- $590,747. 00. 14 River Run’s actual 2021 sales were $10,751,749 .00 , 15 and EBITA was

- $5,360,633. 00. 16 The Projection s forecasted sales for September 2021 as $4,289,165 .00 , however, actual sales were $947,208 .00

. 17 In October 2021, Plaintiffs invested $400,000 .00 , at $200 .00 per unit , in River
Run

. 18 Per Plaintiffs, Defendants ’ assertions that River Run had exclusive rights to
the Tetra Pak Recart packaging system , 19 and River Run ’ s proposed new facility with eight (8) Tetra Pak lines were the impetus to t he invest ment

. 20 However, during an

13 D.I

. 1, at ¶ 20. 14 D.I. 42, Ex. B, at 24:11

- 25:12, see also Ex. E ; Plaintiff ’s Co mplaint erroneously alleges the EB ITA figures in the posit ive and makes arguments of f raud on its face based upon the positive EBITA . However, it is clarified in the depositions taken, spe cifically of Lan ger , that the E BITA figures are to be negative. See D.I. 42, p. 19, fn. 7 3

. 15 D.I

. 1, at ¶ 28 ; D.I. 7 , at ¶ 28

. 16 Id. at ¶ 29. 17 Id. at ¶ 30. 18 Joel Getzler invested $250,000 .00 ; Daniel Getzler invested $10,000 .00 ; Daniel Ginda invested $25,000 .00 ; Neil Marks invested $15,000 .00 ; Steven Sales, for Sales Retirement Plan in vested $100,000 .00

. D.I. 1, at ¶¶ 36

- 40. 19 D.I. 1, at ¶ 22. 20 Id. at ¶ 32. Tetra Pak is a “food packaging company that has developed a proprietary carton packaging technology for food products that is touted as superior in many ways to traditional food packaging using cans, bottles and the like.” Id. at ¶ 18.5

investor call on December 19, 2022, it was re vealed that River Run and Tetra Pak
d id not have a formal exclusiv ity agreement , but rather River Run wa s attempting to
obtain a two

- year exclusiv ity agreement. 21 Additionally, Plaintiffs state that River
Run ’ s “ mo st recent capital r aise ” has a price of just $5.00 per unit, a vast difference
from the $200 .00 per unit price paid by Plaintiffs. 22

IV. ARGUMENT

D efendants moved for summa ry judgment arguing the record does not support
Plaintiffs ’ allegati ons that false statements were made

. 23 Alternatively, Defendants claim any alleged misr epresentations cannot form the basis for a fraud claim, as

P laintiffs failed to do their due diligence before investing in River Run , barring

recovery
. 24 Defendants argue the Tetra Pak e xclusivity representation included on the Prospectus was true , as River Run was the only co - packer in the Northeast. 25 Defendants argue the onus is upon Plaintiff for having failed to inquire as to the duration of “ongoing” and the scope of “Northeast” as stated in the Prospectus. 26

21 Id. at ¶ 24. 22 D.I. 1 at ¶ 43 , D.I. 7 at ¶ 43. 23 D.I. 42, at 7. 24 Id. 25 Id. at 11

- 12. 26 Id. at 13. Plaintiffs did not ask to see a contract or ask for details regarding the River Run and Tetra Pak relationship. Id. at 14.6

Defendants argue that River Run had every intention of meeting the numbers in the Projections when it was drafted and presented to Plaintiffs. 27 According to Defendants, the Projection s “ [p] repared on June 8, 2021 ” were “based on reasonable assumptions regarding River Run’s future performance and anticipated new
customers and contracts.” 28 However, two unforeseen and unexpected obstacles

preve nted River Run from reaching the anticipated sale s figures : 1 ) a projected million dollar sales contract with B&G Foods fell through in September 2021, when union negotiations disrupted the B&G’s facility and; 2) mechanical issues with the Tetra Pak line in August and September 2021 prevented River Run from having met its expected sales for a “ Mizkan Double Cheddar ” deal, as it co uld not produce the requested amount of product. 29 With respect to each unexpected incident,
Defendants claim discussions with B&G Foods continued after September 2021, and
that Tetra Pak technicians worked on the mechanical issues to attempt to correct the ongoing failures

. 30 Finally, Defendants argue River Run inte nd ed to build a new facility complete
with the ei ght (8) Tetra Pak lines, as represented in the Prospectus. 31 In support,
Defendants produced documents in the record showing that River Run had

27 Id 28 Id. at 18. 29 Id. at 22. 30 Id. at 23

- 24. 31 Id.7

completed detailed designs for a new facility and argue that the delay in construction was due to the developer’s

– and not River Run ’ s

– lack of performance

. 32 Plaintiffs do not raise any independent claims in support of their Cross

- Motion
for S ummary J udgment. Rather, in response t o Defendants’ motion , Plaintiffs argue the only reasonable meaning of “ongoing exclusivity” from the Prospectus is “that River Run would be the only co

- packer with authorization to use Tetra Pak in the Northeast, to the exclusion of all other co

- packers (i.e., pursuant to an agreement).” 33 In support of their argument , Plaintiffs point to a “ slide deck ” Langer presented to
future invest ors in November 2021 , which represented that River Run had an “exclusive Tetra Pak relationship

. ” 34 P laintiffs , acknowledging this was after the investment, argue the fact that Langer continued to sta te there wa s an exclusive T etra Pak relationship shows the r epresentation made to them earlier in the year was f als e,

or in the least, w as made with “reckless indifference to the truth

. ” Plaintiffs argue the “exclusivity” representation induced them to invest in River Run. 35 Moreover,
Plaintiffs argue Langer and Getzler have known each other for over 40 years and
Getzler “absolutely trusted [Langer] ,” which justifie d Plaintiffs’ reliance on the

32 Id. at 25. D.I. 42, Ex. M. 33 D.I. 44 at 17. 34 Id. at 18

- 19. 35 Id. at 20.8

“exclusivity” representation without further research into River Run

. 36 Plaintiffs seek recission for the alleged fraudulent inducement. 37 Next, Plaintiffs argue the “sheer difference between the numbers projected, and [River Run’s] actual [sales] numbers achieved” evidences a lack of good faith in the numbers listed in the Projections. 38 Plaintiffs contend the potential increase
in sales from B&G Foods and Mizkan Better Cheddar was based up on conversations and not actual contracts or purchase orders. 39 As such, Plaintiffs argue Defendants represented “unrealistic financial achievements” in its Projections , which fraudulently induced Plaintiffs to invest. 40 Last, Plaintiffs claim Defendants fraudulently represent ed that River Run was to begin constructi on on a new facility in 2021 , with expected complet ion by 2023. 41 In support, Plaintiffs point to the fact that at the time of the inves tment : 1) the design plans were not completed , and 2) Defendants were a ware that the developer had not

36 Id. at 22. 37 Id. at 24. 38 Id. at 27. The difference between projected and actual sales was approximately $16.5 million in 2021; and in 2022 the difference was approximately $40 million. 39 Id. at 28. 40 Id. 41 Id. at 29.9

yet secured financing for the project

. 42 In conjunction w ith this and the above claims,
Plaintiffs argue they are entitled to summary judgment and recission of investment. 43

V. STANDARD OF REVIEW When reviewing a motion for summary judgment under Rule 56, the Court must determine whether any genuine issues of material fact exist. 44 The moving party bears the burden of showing that there are no genuine issues of material fact to be entitled to judgment as a matter of law. 45 The Court will not grant summary judgment if it appears that there is a material fact in dispute or that further inquiry into the facts would be appropriate. 46 In determining whether a genuine issue of material fact exists, the Court must view the facts in the light most favorable to the

non - moving party. 47

T he standard for summary judgment is not altered when the parties have filed

cross - motions for summary judgment. 48 Cross

- motions for summary judgment are

42 Id. 43 The Court may grant summary judgment sua sponte

. See Stroud v. Grace , 606 A.2d 75 (Del. 1992). Essentially, there is no prejudice to Defendants, as the Court and may grant summary judgment in favor of Plaintiffs based on Pl aintiff’ s opposition, without Plaintiffs’ filing a cross

- motion

. 44 Radulski v. Liberty Mut. Fire Ins. Co. , 2020 WL 8676027, at *3 (Del. Super. Ct. Oct. 28, 2020). 45 Id. 46 Legion Partners Asset Mgmt., LLC v. Underwriters at Lloyds London , 2021 WL 6621168, at *6 (Del. Super. Ct. Sept. 30, 2021). 47 Capano v. Lockwood , 2013 WL 2724634, at *2 (Del. Super. Ct. Feb. 20, 2013). 48 Legion , 2021 WL 6622168, at *6.10

not “ per se ” concessions that no genuine issue of material fact exists. 49 “But, where

cross - motions for summary judgment are filed and neither party argues the existence of a genuine issue of material fact, the Court shall deem the motions to be the equivalent of a stipulation for decision on the merits based on the [submitted record].” 50 That is the case here.

VI. DISCUSSION
“Delaware law does not distinguish between a claim for fraudulent
inducement and a claim for common law fraud.” 51 Common law fraud requires: 1) a false representation, usually one of fact, made by the defendant; 2) the defendant's knowledge or belief that the representation was false, or was made with reckless indifference to the truth; 3) an intent to induce the plaintiff to act or to refrain from acting; 4) the plaintiff's action or inaction taken in justifiable reliance upon the representation; and 5) damage to the plaintiff as a result of such reliance. 52

49 United Vanguard Fund, Inc. v. TakeCare, Inc. , 693 A.2d 1076, 1079 (Del. 1997). 50 Radulski , 2020 WL 8676027, at *4 (internal quotation marks omitted). 51 In re P3 Health Grp. Holdings, LLC , 2022 WL 15035833 (Del. Ch. Oct. 26, 2022), as corrected (Oct. 28, 2022). 52 Stephenson v. Capano Dev., Inc. , 462 A.2d 1069, 1074 (Del. 1983).11

A. P LAINTIFFS F AIL TO S HOW M ISREPRESENTATION Under the first prong of this analysis, a defendant must be shown to have had a culpable state of mind , intended to induce reliance. 53 A “culpable state of mind” is beyond mere negligence. In a fraud action, a cu lpable state of mind requires some affirmative evil nature, evid ence of dishonestly, or the intent to cheat or deceive one party to a transaction. 54 “Generally, there is no duty to disclose a material fact or opinion.” 55 “However, where one actively conceals a material fact, such person is liable for damages caused by such conduct.” 56

1. “Ongoing Exclusivity” with Tetra Pak The Prospectus Langer provided Getzler describe d River Run’s business, opportunities, financial projections, and terms of the Series A Preferred Units. 57 The Prospectus included the following language:

RRF is a northeast USA food co

- manufacturer, with an established reputation producing premium pasta sauces and related products. RRF is executing on the strategy to be the co

- manufacturing source for the way consumers are buying sauces, soups, vegetables a nd toppings in the 21st century. In partnership with Tetra Pak (the largest privately held packaging company in the world with manufacturing and co

- packing sites around the globe) the Company is deploying Tetra Pak’s cost

- effective

53 Arwood , 2022 WL 705841, at *20, The misrepresentation must be made knowingly, intentionally, or with reckless indifference to the truth. Id. 54 37 Am. Jur. 2d Fraud and Deceit § 3 (Feb. 2022 Update)

. 55 Nicolet, Inc. v. Nutt , 525 A.2d 146, 149 (Del. 1987). 56 Id. 57 Id.12 and environmentally

- friendlier Recart® packaging technology (shelf

- stable cartons that replace cans) with ongoing exclusivity as the only copacker in the Northeast. The Tetra Pak Recart® technology allows for shelf stable foods to be packaged in the most environmentally sustainable package available. The Tetra Pak package has the added appeal of being the best option for E

- Commerce (Amazon and WalMart E

- Commerce as
a n example) as it is significantly more shipper friendly than glass, cans or pouches. The par tnership driven by RRF’s unique experience and capabilities and Tetra Pak’s global reach have already enabled RRF to capture: Ragu, Bertolli, Green Giant, Cento, Zenb, Kettle & Fire, among other National and International brands. 58
Plaintiffs allege the words “ongoing exclusivity” is a misrepresentation that
induced them to invest in River Run. Further, Plaintiffs allege Langer orally
informed Getzler that River Run and Tetra Pak had a contract regarding their exclusivity. 59 In response, Defendants assert River Run was the only Tetra Pak co packer in the Northeast when stated and remains so this day

. 60 In support, Defendants provided two letters from Tetra Pak employees that state:

Provided that an order is placed and confirmed for a TPR 1 within sixty (60) days of the date of this letter, Tetra Pak Inc confirms that it will not commission any new Tetra Recart® TPR 1 lines in the Northeastern1 region of the United States , with new contract manufacturing companies, for the shelf stable sauce category in Tetra Recart®, for a period of two years from the date of this letter

. 61

58 Id. (emphasis added). 59 D.I. 4 4 , at 22. 60 D.I. 42, at 12. 61 D.I. 42, Ex. J (emphasis added).13 ... Provided that an order is placed and confirmed for the first TPR 1 within sixty (60) days of the date of this letter, Tetra Pak Inc confirms that it will not enable another contract manufacturer for the shelf stable sauce category in the Tetra Recart® as long as River Run Foods continues to keep up with demand

. 62 Plaintiffs allege Langer orally informed Getzler that there was a written

e xclusivity agreement between River Run and Tetra Pak. 63 Even if the record supported this allegation , Getzler , a sophisticated businessperso n, could have inquired about the agreement . It is not lost on the Court that Getzler’s area of expertise is financial consulting for companies in peril. Under this analysis, and in this scenario, it is insufficient for a plaintiff to rely upon blanket trust of a known associate when engaging in such transactions. 64
The record does reflect Defendants effectively had , and still have , exclusive
Tetra Pak rights at the time the Prospectus was presented to Plaintiff s . The emails
document an offer of exclusive rights to River Run for Tetra P ak

. The refore, t he
record does no t support a finding of the required culpability with this statement.
2. Representation of River Run’s New Facility Construction The Prospectus also included River Run’s new facility goal:

62 D.I. 42, Ex. K (emphasis added). 63 D.I. 1 , ¶ 22. 64 C.f. Esso Standard Oil Co. v. Cunningham , A.2d 380, 383, (Del. Ch. 1955), aff'd, 118 A.2d 611 (Del. 1955).14 In 2023, it is RRF's goal to move into a new 280,000 square - foot manufacturing plant in Allenwood, PA. The expansion will allow RRF to increase its Tetra Pak Recart® packaging capacity to over 400 million units per year. RRF already has customer requirements that will exceed future capacity. RRF intends to raise additional capital to fina nce the expansion. 65 Plaintiffs contend the above language was a misrepresentation which induced
them to invest in River Run. Without support, Plaintiffs assert that “the evidence shows that River Run knew or should have known that it was not going to construct its new facility when promised.” 66 T he record shows the contrary. Defendants

prese nted six different documents to establish the representation regarding the new plant was true, when stated. 67 The documents include “ CAD ” drawings, preliminary construction schedule, a purchase agreement, and detailed design proposal. 68 The record indicates River Run was actively engaged in discussions and efforts to build a new facility and does n ot support Plaintiffs claim of misrepresentation. The language in the Prospectus states, “it is [River Run’s] goal to move into a new . . . manufacturing plant

... ”

. The only evidence in the record on this area reflect
Defendants ’ actions were in line with th eir representation.

65 D.I. 42, Ex. D (emphasis added). 66 D.I. 44, at 29. 67 See D.I. 42, Exs. M, N, O, P, Q, R. 68 Id

.15

3. Fraud Allegations in The Projections Plaintiffs allege the Projections given to them by Defendants were fraudulent given the difference between the projected numbers and actual numbers. 69 In defense of this claim, Langer provided testimony explaining why there was a significant
difference between the two sets of numbers : River Run expected significant sales growth from B&G Foods and Mizkan Double Cheddar. 70 Sales projections are forecasts of future business and those “predictions about the future cannot give rise to actionable common law fraud.” 71 “Opinions and statements as to probable future results are not generally fraudulent even though they
relate to material matters. . .” 72 Plaintiffs argue Langer could not have relied on the above expectations because there was no written agreement with either company

. 73

Yet Plaintiffs offer no separate evidence , nor does the record , as presented , show the
numbers were either fraudulently created or that the P rojections amount to fraud

.

69 D.I. 44, at 27. 70 D.I. 42, Ex. B, pg. 27

- 35. 71 Great Lakes Chem. Corp. v. Pharmacia Corp. , 788 A.2d 544, 554 (Del. Ch. 2001). 72 Esso Standard Oil Co. v. Cunningham , A.2d 380, 383, (Del. Ch. 1955), aff'd, 118 A.2d 611 (Del. 1955). See also WyPie Invs., LLC v. Homschek , 2018 WL 1581981 (Del. Super. Ct. Mar. 28, 2018) (stating that it is well settled in Delaware that predictions about the future and expressions of opinion cannot give rise to actionable common law fraud.). 73 D.I. 44, at 28.16

B. P LAINTIFFS F AIL T O S HOW J USTIFIABLE R ELIANCE ON A LLEGED M ISREPRESENTATIONS Justifiable reliance is measured by the plaintiff’s knowledge and experience and the relationship between the parties. 74 “A plaintiff's sophistication may affect a court's judgments about what dangers were fairly considered obvious.” However, “a plaintiff’s diligence efforts can be evidence that her reliance on a false representation was reasonable because she made efforts to verify the representation and discovered
no reason to doubt its truth.” 75

1. Justifiable Reliance in Connection With The Prospectus The Prospectus included the following disclaimer : This presentation is provided to you on the understanding that, as a sophisticated investor, you will understand and accept its inherent limitations , will not rely on it in making any decision to invest with [River Run] and will use it only for the purpose of preliminary discussions with [River Run]. In making any investment decision, you should conduct, and must rely on, your own investigation and analysis of the data and descriptions set forth in this presentation, including the merits and risks involved

. 76 The record does not provide any insight into what, if any, due diligence
Plaintiffs conducted. As noted above, Getzler was a sophisticated investor in the

74 Arwood v. AW Site Servs., LLC. , 2022 WL 705841, at *23 (Del. Ch

. Mar

. 9, 2022). 75 Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP , 2018 WL 6311829, at *33 (Del. Ch. Dec. 3, 2018). 76 D.I. 42, Ex. D, pg. 4 (emphasis added).17

field of financially troubled companies. In addition, Get zl er had personal experience with River Run, a s a former financially troubled client of his company. Getzler has been working with financially distressed companies since 1990 and prior to that he “look[ed] at deals” for Midland Ventures to make investments. 77 Getzler cannot claim, nor does the record reflect, that Plaintiffs were wholly un aware of or incapable of inquiring into River Run’s financial situation and business operations.
With this fact se t , Plaintiffs cannot secure redress for fraud. The record
reflects that P laintiffs relied on Getzler’s information and expertise , but provides no insight to any due diligence conducted by any Plaintiff. 78

2. Justifiable Reliance in Connection with the Projection s
Plaintiffs fail to show justifiable reliance when Defendants prepared and presented the Prospectus or Projections. In September 2021, Plaintiffs received the Projection s prepared on June 8, 2021. Plaintiffs point to the significant difference
in the projected versus actual numbers for September , 2021, yet their investment

wasn ’ t u ntil October , 2021

. Therefore, Plaintiffs had could have requested and reviewed updated financials

. The record does not reflect that any Plaintif f asked for or made any inquiry with respect to the updated, actual financials. A n expe rience d

77 D.I. 42, Ex. C, pg. 14

- 15. 78 Only Getzler and Marks had conversations with Langer and Langer provided the documents to Getzler. D.I. 42, Ex. E at 14 :16

- 15:1; Ex. I, at 16:19

- 17:19, Ex. G, at 13:4

- 18.18

businessman with personal knowledge of a company’s troubled financial past,

cannot establish fraudulent induc ement where no due diligence was performed

. Langer provided detailed testimony regarding the Projections and the
difference in numbers. Langer’s testimony does not show the scienter required to bring a successful fraud claim

. To the contrary, the record indicates unforeseen
Union issues at B&G Foods and the Tetra Pak mechanical issues that affected production of Mizkan Double Cheddar , whic h prevented River Run from meeting its projection

. The evidence regarding the Projections supports Defendants claims
and fails to show the Projections were fraudulently created to induce investors. While River Run may have either been poorly run or the victim of circumstance , the record does not establish, even when looking at it in the light most favorable to Plaintiffs, a claim for fraud.
VII. CONCLUSION

P laintiffs made an investment that did not provide the returns they expected,
but the law cannot provide the redress sought

. Plaintiffs cannot establish false representation s were made, and even if made , Plaintiffs cannot show justifiable reliance on any alleged misrepresentation.19

Therefore, Defendants’ Motion for Summary Judgment is GRANTED , and
Plaintiffs’ Cross

- Motion for Summary Judgment is DENIED

. In the interests of justice, the Motion to Strike Plaintiff’s Cross

- Motion is DENIED

.

__________________________ Danielle J . Brennan, Judge