1

SUPERIOR COURT

OF THE

STATE OF DELAWARE

RICHARD R. COOCH NEW CASTLE COUNTY COURTHOUSE

RESIDENT JUDGE 500 North King Street, Suite 10400

 Wilmington, Delaware 19801-3733

 (302) 255-0664

Jeffrey M. Weiner, Esquire

The Law Offices of Jeffrey M. Weiner, P.A.

1332 King Street

Wilmington, Delaware 19801

Attorney for Plaintiff

Joseph S. Naylor, Esquire

Swartz Campbell, LLC

300 Delaware Avenue, Suite 1410

P.O. Box 330

Wilmington, Delaware 19899

Attorney for Defendant Christopher M. Cresswell

Re: Reybold Venture Group XVI LLC v. Christopher M. Cresswell

and Furniture Services Unlimited, LLC

 C.A. No. N10C-05-078 RRC

Submitted: October 2, 2014

Decided: November 26, 2014

On Plaintiff Reybold Venture Group XVI LLC’s Cross-Motion for Summary 

Judgment.

DENIED.

On Defendant Christopher M. Cresswell’s Amended Cross-Motion for Summary 

Judgment.

GRANTED.

Dear Counsel:

I. INTRODUCTION

Plaintiff Reybold and Defendant Cresswell have cross-moved for summary 

judgment.1 The Court must determine the extent of Defendant’s liability to Plaintiff

 1 For clarity, any reference to “Defendant” herein is a reference to Defendant Cresswell, unless 

stated otherwise. See paragraph 12, Stipulated Factual and Procedural History, infra at II. A.
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under a guaranty executed by the parties. Both parties assert that the guaranty is 

“unambiguous,” although they interpret it differently. Defendant contends summary 

judgment should be granted in his favor because the guaranty at issue 

“unambiguously” limits Defendant’s liability to the $42,000 Defendant already 

owes under an order of partial final judgment in this matter.2 Plaintiff in response 

contends summary judgment should be granted in its favor because the guaranty at 

issue “unambiguously” extends Defendant’s liability to $183,367.64 in unpaid base 

rent, plus the uncontested $42,000 sum.

The Court concludes that the guaranty executed by the parties limits 

Defendant’s liability to the $42,000 previously awarded to Plaintiff by this Court. 

Plaintiff’s Motion for Summary Judgment is therefore DENIED. Defendant’s 

Motion for Summary Judgment is therefore GRANTED. 

II. FACTUAL AND PROCEDURAL HISTORY

A. Stipulated Factual and Procedural History:

The parties in this case agreed to a stipulation of the factual and procedural 

history that was submitted to the Court. That stipulation appears in toto below:

1. Plaintiff Reybold Venture Group XVI LLC (“Reybold”) is a Delaware Limited 

Liability Company (paragraph 1 of the Complaint and Answer) [Pretrial Stipulation 

(“PTS”) Facts Admitted Without Formal Proof (“Facts Admitted”)].

2. Defendant Christopher M. Cresswell (“Cresswell”) is an individual residing at 2305 

West 16th Street, Wilmington, Delaware 19806 [paragraph 2(a) of the Complaint and 

Answer] [PTS Facts Admitted Without Formal Proof (“Facts Admitted”)].

3. Defendant Furniture Services Unlimited, LLC (“Furniture”) is a Delaware Limited 

Liability Company [paragraph 2(b) of the Complaint and Answer] (PTS Facts 

Admitted). 

4. On or about April 17, 2006, Plaintiff Reybold and Defendant Furniture entered into a 

Lease Agreement for Suites 106, 107, and 108 of the Basin Road Distribution Center 

located at 6 Bellecor Drive, New Castle, Delaware 19720 (Plaintiff Exhibit #1) 

(paragraph 3 of the Complaint and Answer) (PTS Facts Admitted). A copy of the 

April 17, 2006 Lease is attached an incorporated herein as Exhibit A. 

 2 Partial final judgment was entered against Defendant Cresswell for $42,000 on Dec. 20, 2012. 

Judgment by default was also entered against Defendant Furniture Services for the same $42,000 

in a related matter that has since been consolidated.
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5. On or about January 25, 2008, Defendant Cresswell executed a Guaranty (PTS Facts 

Admitted). A copy of the January 25, 2008 Guaranty is attached hereto and 

incorporated herein as Exhibit B.

6. As of February 1, 2010, Defendant Furniture owed Plaintiff Reybold $42,000 in 

outstanding amounts due under the 2006 Lease.

7. On or about February 1, 2010, Plaintiff Reybold and Defendant Furniture entered into a 

Lease Agreement for Suites 106, 107, and 108 at the Basin Road Distribution Center, 6 

Bellecor Drive, New Castle, Delaware 19720 (PTS Facts Admitted). A copy of the 

February 1, 2010 Lease is attached hereto and incorporated herein as Exhibit C. 

8. On or about February 3, 2010, Defendant Cresswell executed a Guarantee Agreement 

(PTS Facts Admitted). A copy of the February 3, 2010 Guaranty is attached hereto and 

incorporated herein as Exhibit D.

9. By letter dated April 12, 2010 (Plaintiff Exhibit #8), Plaintiff Reybold demanded that 

Defendant Furniture cure its default by paying the then-outstanding balance of 

$21,264.14 within ten (10) days [paragraph 6(a) of the Complaint and Answer]; 

Defendant Furniture failed to do so. 

10. On May 11, 2010, Reybold filed its first Complaint against Defendants Furniture and 

Cresswell. A copy of that Complaint is attached hereto and incorporated herein as 

Exhibit E.

11. Despite diligent efforts, Reybold was unable to lease the space through the end of the 

lease on October 31, 2011, resulting in a loss of $225,367.64 in rent and related 

expenses as set forth in Exhibit F. 

12. On October 31, 2011 and on December 1, 2011, Reybold obtained default judgment in 

the principal amount of $42,000 against Defendant Furniture.

13. On December 20, 2012, based upon Defendant Cresswell’s admission in the Pretrial 

Stipulation that he owed Plaintiff Reybold the Additional Rent of $42,000.00 plus preand post-judgment interest, plus legal fees and Court costs in connection therewith, the 

Court entered an Order for Partial Final Judgment.

14. Copies of these Judgment[s] are set forth in the record and are not disputed.

B. Other Pertinent Contract Provisions:

The recitals and the first paragraph of the 2010 Guaranty are at the center of 

the parties’ dispute. Both the recitals and Paragraph 1 appear in toto below:

WHEREAS, Guarantor warrants that he has an ownership interest and/or 

otherwise is an authorized officer in Furniture Services Unlimited, LLC 
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(hereinafter FSU), a limited liability company organized under the laws of the 

State of Delaware.

WHEREAS, FSU had entered into a Lease Agreement with a 

commencement date of November 1, 2006 (the “Original Lease”), with Landlord 

and has failed to make timely payments of rent and other amounts due under 

Original Lease.

WHEREAS, Landlord has taken action to terminate the Original Lease in 

accordance with its terms and pursuant to Delaware law.

WHEREAS, as a condition for Landlord to permit FSU to enter into a new 

lease governing the same property under different payment and duration terms 

(the “New Lease”), Landlord is requiring Guarantor to guaranty and become 

surety for the payment and performance of all the covenants, representations, 

obligations and liabilities, of Tenant pertaining to amounts of Additional Rent 

under the New Lease.

NOW, THEREFORE, for and in consideration of agreeing to terminate the

Original Lease and entering into the New Lease by Landlord in accordance with 

the terms thereof, and the covenants of Guarantor herein contained, and intending 

to be legally bound hereby, Guarantor hereby covenants as follows:

1. Guarantor [Cresswell] hereby irrevocably and unconditionally guarantees and 

becomes surety for the prompt and faithful payment and performance of all of 

the covenants, obligations and liabilities of Tenant [Furniture Services 

Unlimited, LLC], its successors and assigns, under the New Lease, pertaining 

to the payments of all installments of Additional Rent (as defined in Paragraph 

2. B. of the New Lease), all damages in the event of any Event of Default of 

such payments (as defined in the New Lease), and also for all representations 

of Tenant under the New Lease. All of such obligations are incorporated 

herein.3

III. THE PARTIES’ CONTENTIONS

A. Plaintiff’s Contentions

Plaintiff contends that the 2010 Guaranty extends Defendant’s liability to not 

only the judgment amount of $42,000, but an additional $183,367.64 in damages 

based on unpaid base rent. Plaintiff argues that the 2010 Guaranty, specifically at 

Paragraph 1, holds Defendant personally responsible for the $42,000 plus the unpaid 

base rent, totaling $225,367.64.

 3 2010 Guaranty, Ex. D., Stip. of Facts for Summary Judgment Motions (emphasis added). 
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Plaintiff argues that the phrase “and also for all representations of Tenant 

under the New Lease” extends Defendant’s liability to include base rent obligations 

left unpaid by Furniture Services. Plaintiff contends that there is no ambiguity as to 

this phrase’s ordinary meaning and that the recitals to the contract, when read 

together with Paragraph 1, support its interpretation of the phrase in question. 

Plaintiff also argues that because Delaware adheres to an objective theory of 

contracts, the Court should look to “not what the parties to the contract intended it to 

mean, but what a reasonable person in the position of the parties would have thought 

it meant.”4 Plaintiff contends that Defendant fails to read the entire contract 

objectively, but rather focuses on “one provision of the 2010 Guaranty, in isolation, 

as if the remainder of the 2010 Guaranty did not exist.”5

 

B. Defendant’s Contentions

Defendant contends that the 2010 Guaranty unambiguously limits 

Defendant’s liability to the $42,000 in Additional Rent for which partial final 

judgment has already been entered. As to Paragraph 1 of the Lease, Defendant 

argues that the phrase “and also for all representations of Tenant under the New 

Lease” refers to representation of fact as to how Furniture Services would be using 

the premises.6

In the alternative, Defendant argues that four principles of contract 

construction prevent the Court from interpreting “all representations of Tenant under 

the New Lease” to include any base-rent obligations. First, Defendant argues that 

the Court should read and interpret the contract according to its plain meaning and 

proper grammatical structure. Defendant contends that reading the contract 

according to its plain meaning and proper grammatical structure will lead to a 

finding that the “unspecified representations” are non-financial in nature. Second, 

under Delaware law, a specific contract provision trumps a general contract 

provision, and “an overly broad reading of a general provision that would be 

inconsistent with a specific provision is not permitted.”7 Third, a contract should be 

read to give effect to all the provisions of the contract and not render one provision 

superfluous or redundant. Fourth, the doctrine of contra preferentem should apply, 

requiring that any ambiguity be resolved against the drafter, Plaintiff.8

 4 Pltf’s Answering Brief and Opening Brief at 7 (quoting Laugelle v. Bell Helicopter, Inc., 2014 

WL 2699880, at *11 (Del. Super. Jun. 11, 2014) (internal quotation marks omitted). 

5 Pltf’s Answering Br./Opening Br. at 7-8.

6 Def.’s Reply/Answering Br. at 4. 

7 Id.

8 Def.’s Reply/Answering Br. at 4-6.
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Finally, Defendant argues that the recitals of the 2010 Guaranty are evidence 

of the intent to permit Furniture Services to enter into a new lease, the 2010 Lease,

on the condition that Defendant personally guaranty the unpaid rent, defined under 

the 2010 Lease as “Additional Rent.” Defendant argues that the recitals show no 

intent to extend liability further than the Additional Rent payments.

IV. STANDARD OF REVIEW

Summary judgment is appropriate where there is no genuine issue of 

material fact and the moving party is entitled to judgment as a matter of law.9

 On 

summary judgment, the Court must view the facts in the light most favorable to the 

non-moving party.10 Once a moving party establishes that no material facts are 

disputed, the non-moving party bears the burden to demonstrate a material fact 

issue by offering admissible evidence.11 The non-moving party must do “more 

than simply show that there is some metaphysical doubt as to material facts.”12

In cases like the instant one, “where the parties have filed cross motions for 

summary judgment and have not presented argument to the Court that there is an 

issue of fact material to the disposition of either motion, the Court shall deem the 

motions to be the equivalent of a stipulation for decision on the merits based on the 

record submitted with the motions.”13 “When opposing parties make cross 

motions for summary judgment, neither party's motion will be granted unless no 

genuine issue of material fact exists and one of the parties is entitled to judgment 

as a matter of law.”14

V. DISCUSSION

Delaware courts adhere to the objective theory of contracts.15 In its 

interpretation of the 2010 Guaranty, “the Court will give priority to the parties’ 

intentions as reflected in the four corners of the agreement.”16 Such intent will be 

 9 Super. Ct. Civ. R. 56(e). 

10 Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1970). 

11 See Super. Ct. Civ. R. 56(e); See also Phillips v. Del. Power & Light Co., 216 A.2d 281, 285 

(Del. 1966). 

12 Brzoska v. Olson, 668 A.2d 1355, 1364 (Del. 1995) (citing Matsushita Elec. Indus. Co., Ltd. v. 

Zenith Radio Corp., 475 U.S. 574, 586 (1986)). 

13 Super. Ct. Civ. R. 56(h). In addition to the record submitted with the motions, the Court 

requested, and the parties filed, a stipulation of facts for the summary judgment motions. 

14 Emmons v. Hartford Underwriters Ins. Co., 697 A.2d 742, 745 (Del. 1997)

15 See Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010).

16 GMG Capital Investments, LLC v. Athenian Venture Partners I, L.P., 36 A.3d 776, 779 (Del. 

2012).
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construed “according to the meaning it would have in the eyes of a reasonable 

person in like circumstances.”17

Determining the intent of the parties will sometimes require a Court to decide 

whether particular contract language is ambiguous.18 That the parties disagree 

regarding the meaning or proper construction of a provision does not render the 

provision ambiguous.19 Rather, a contract is only ambiguous “when the provisions 

in controversy are reasonably or fairly susceptible of different interpretations or may 

have two or more different meanings.”20 Also critical to the determination of the 

existence of any ambiguity is the consideration of the instrument on the whole.21

Any particular language considered must be analyzed in the context of the “apparent 

purpose” of the entire contract.22 If no ambiguity is found, the contract should be 

interpreted according to the “ordinary and usual meaning” of its terms.23

The parties disagree on the interpretation of Paragraph 1 and both parties 

contend that the recitals are further evidence that that their interpretation is the 

proper one. This Court finds that Paragraph 1 is unambiguous, despite the fact that 

the parties interpret it differently. It is clear that the first two clauses in Paragraph 1 

pertain to the payment of additional rent installments. On the other hand, the last 

portion of Paragraph 1, which reads “and also for all representations of Tenant under 

the New Lease,” is not a model of clarity, but does not rise to the level of ambiguity. 

The plain meaning of this phrase would render Defendant personally liable for all of 

the representations that Furniture Services made under the 2010 Lease. That would 

be an unreasonable interpretation. Nothing about this contract language is 

ambiguous. 

The fact remains, however, that the phrase “and also for all representations of 

Tenant under the New Lease” is not entirely consistent with the first two clauses of 

Paragraph 1. Plaintiff argues that the language “and also for all representations of 

Tenant under the New Lease” extends Defendant’s liability to all unpaid rent, not 

just to the additional rent installments. In opposition, Defendant argues that 

principles of contract construction preclude such a finding, specifically that the 

specific provisions relating to Additional Rent payments should trump the general 

provision just discussed. The Court must decide which construction is more 

 17 See Black Horse Capital, LP v. Xstelos Holdings, Inc., 2014 WL 5025926, at *16 (Del. Ch. 

Sept. 30, 2014);

18 Twin City Fire Ins. Co. v. Delaware Racing Ass'n, 840 A.2d 624, 628 (Del. 2003)

19 NBC Universal v. Paxson Commc'ns Corp., 2005 WL 1038997, at *5 (Del. Ch. Apr. 29, 2005)

20Rhone-Poulenc Basic Chemicals Co. v. Am. Motorists Ins. Co., 616 A.2d 1192, 1196 (Del. 

1992) (internal citation omitted). 

21 See 17A C.J.S. Contracts § 387

22 See id.

23 See Rhone-Poulenc Basic Chemicals Co. v. Am. Motorists Ins. Co., 616 A.2d 1192, 1195 (Del. 

1992).
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reasonable and best harmonizes this last portion of Paragraph 1 with the first two 

clauses of Paragraph 1.

24

This Court agrees with Defendant’s argument and finds that under the wellsettled rules of construction in Delaware, more specific provisions will generally 

prevail over a more general provision.25 The first two clauses of Paragraph 1 pertain 

to Defendant’s liability for the payment of Additional Rent and damages in the 

event that Defendant was to default on the Additional Rent payments. However, the

last portion of Paragraph 1 is considerably broader, and covers all representations of 

Tenant made under the new lease. If the broader provision of Paragraph 1 were 

allowed to trump the first two clauses, the first two clauses would never apply, and 

would essentially be read out of the agreement. “When there is an inconsistency 

between general and specific provisions, the specific provisions ordinarily qualify 

the meaning of the general ones, due to the reasonable inference that specific 

provisions express more exactly what the parties intended.”26

The Court finds that to be the case here. The first two clauses of Paragraph 1 

are a more specific accounting of exactly what obligations Defendant is personally 

responsible for. The Court further finds that the first two clauses of Paragraph 1 

pertaining to the payment Additional Rent and the damages for non-payment of 

same are a more exacting manifestation of the parties’ intent than the more general 

clause “and also for all representations of Tenant under the New Lease.” 

Notably, the fourth recital, provides as follows: 

“WHEREAS, as a condition for Landlord to permit FSU to enter into a 

new lease governing the same property under different payment and duration 

terms (the “New Lease”), Landlord is requiring Guarantor to guaranty and 

become surety for the payment and performance of all the covenants, 

representations, obligations and liabilities, of Tenant pertaining to amounts of 

Additional Rent under the New Lease.”27

A reading of the fourth recital makes it clear that Plaintiff allowed Furniture 

Services to change the payment and duration terms of its original lease on the 

condition that Defendant personally guaranteed the Additional Rent amounts. 28 The 

amount of Additional Rent payments is the amount which Furniture Services owed 

 24 See Axis Reinsurance Co. v. HLTH Corp., 993 A.2d 1057, 1063 (Del. 2010) (“[W]here a 

contract provision lends itself to two interpretations, a court will not adopt the interpretation that 

leads to unreasonable results, but instead will adopt the construction that is reasonable and that 

harmonizes the affected contract provisions.”). 

25See Brinckerhoff v. Texas E. Products Pipeline Co., LLC, 986 A.2d 370, 387 (Del. Ch. 2010).

26 Katell v. Morgan Stanley Grp., Inc., No. 1993 WL 205033, at *4 (Del. Ch. Jun. 8, 1993) 

(citing Statch v. Underwater Works, Inc., 158 A.2d 809, 811–12 (Del. Super. 1960)).

27 2010 Guaranty, Ex. D., Stip. of Facts for Summary Judgment Motions.

28 2010 Guaranty, Ex. D., Stip. of Facts for Summary Judgment Motions.
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to Plaintiff under the original lease at the time the New Lease was executed. There is 

no indication in the recitals that the 2010 Guaranty was executed with the intent to

make Defendant personally liable for any of the base rent left unpaid by Furniture 

Services. Defendant’s construction of the contract language produces the more 

reasonable and harmonious result.29

In sum, this Court finds that the first two clauses of Paragraph 1 are 

controlling regarding the extent of Defendant’s liability under the 2010 Guaranty 

and the 2010 Lease. Defendant’s personal liability under the 2010 Guaranty and 

2010 Lease is limited to the $42,000 in Additional Rent payments for which partial

final judgment has already been entered.

CONCLUSION

For the foregoing reasons, Plaintiff’s Cross-Motion for Summary Judgment is 

DENIED. Defendant’s Amended Cross-Motion for Summary Judgment is

GRANTED. 

IT IS SO ORDERED.

 ____________________

 Richard R. Cooch, R.J.

cc: Prothonotary 

 29 Defendant also makes an argument that pursuant to the doctrine of contra preferentem, the 

contract should be construed against the drafter, here, Plaintiff. The Court need not reach this 

argument, because under Delaware law, the doctrine of contra preferentem is only implicated in 

cases where the contract language is found to be ambiguous. See, e.g., Twin City Fire Ins. Co. v. 

Delaware Racing Ass'n, 840 A.2d 624, 630 (Del. 2003).