IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ANNE L. DOBERSTEIN,

Plaintiff,

v.

G-P INDUSTRIES, INC., a Delaware corporation, 

DAVID GREENPLATE, SR.,

Defendants.

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MEMORANDUM OPINION

Date Submitted: July 10, 2015

Date Decided: October 30, 2015

Donald L. Logan, Esq., LOGAN & PETRONE, LLC, Wilmington, Delaware; Attorneys 

for Plaintiff.

Patrick McGrory, Esq., TIGHE & COTTRELL, P.A., Wilmington, Delaware; Attorneys 

for Defendants.

PARSONS, Vice Chancellor.
1

This is primarily a breach of contract action seeking damages for failure to 

perform under a residential renovation agreement. The plaintiff hired the defendants to 

substantially remodel her recently purchased residence, but the defendants suffered 

significant financial trouble and abandoned the project before completion. The plaintiff 

advances a number of theories of recovery, including fraud, intentional and negligent 

misrepresentation, breach of contract, and unjust enrichment. The defendants moved to 

dismiss three of the complaint‟s counts under Court of Chancery Rule 12(b)(6) for failure 

to state a claim and the remaining three counts along with the complaint entirely under 

Rule 12(b)(1) for lack of subject matter jurisdiction. For the reasons set forth below, I 

conclude that the plaintiff has not stated a claim upon which relief can be granted as to 

the first three counts and that this Court lacks subject matter jurisdiction over the 

remaining three counts. I therefore grant the defendants‟ motion and dismiss the 

complaint. 

I. BACKGROUND1

A. Parties

Plaintiff, Anne L. Doberstein, is an individual who primarily works and resides in 

Switzerland. Doberstein also owns a residence located at 103 East Pembrey Drive in

Wilmington, Delaware.

 

1

The facts recited herein are drawn from the allegations of the plaintiff‟s Verified 

Complaint (the “Complaint”). Those allegations and facts drawn from documents 

integral to the Complaint are presumed true for purposes of Defendants‟ motion to 

dismiss. 
2

Defendant G-P Industries, Inc. (“G-P”) is a Delaware corporation that provides 

general contracting and altering and remodeling services in Wilmington, Delaware. 

Defendant David Greenplate, Sr. is the president and registered agent of G-P. G-P and 

Greenplate are referred to, collectively, as “Defendants.”

B. Facts

1. Doberstein hires G-P to renovate her house

In October 2012, Doberstein entered into a contract with G-P (the “Agreement”), 

under which G-P agreed to serve as the general contractor on a significant home 

renovation project at Doberstein‟s Wilmington residence (the “Project”). On October 17, 

2012, Greenplate, on behalf of G-P, prepared the Project‟s estimates and the Agreement. 

He estimated that the Project would cost Doberstein a total of $494,498.

2

 Under the 

terms of the Agreement, Doberstein was to provide advance deposits for subcontractors 

performing work on the basement as well as for the building permit. Otherwise, the 

Agreement did not contemplate Doberstein paying for any renovations before they were 

completed or paying subcontractors directly. Instead, G-P was to pay all subcontractors 

and to seek reimbursement through its invoices to Doberstein. In addition, G-P agreed to 

invoice Doberstein on the first of each month—with the exception of major material 

purchases, which were to be invoiced immediately—and to provide a three percent 

 

2 Although they agree that the estimated $494,498 was the initial amount of the 

Agreement, the parties dispute the final amount covered by the Agreement. Based 

on the allegations in the Complaint and taking into account the additional $47,662 

in supplemental estimates and change orders, I assume for purposes of this motion 

that the total amount of the Agreement was $542,159. See Compl. ¶ 6.
3

discount on labor charges when Doberstein paid in cash. G-P began work on the Project 

in November 2012. Defendants repeatedly assured Doberstein that the Project would be 

completed by the end of 2013. 

Doberstein, who lives and works in Switzerland, began making monthly payments 

while abroad. On March 14, 2013, G-P sent Doberstein a $1,520 invoice for cabinet 

grade plywood. G-P had not yet begun construction on the portions of the Project that

required the plywood, but purchased the plywood early because it was concerned that the 

cost would increase. Doberstein paid G-P to purchase the plywood in advance and store 

it until needed. Further, in that March 14 invoice and in an April 10, 2013 invoice, G-P 

offered Doberstein a three percent reduction on labor if she paid in cash directly to 

Greenplate. Doberstein paid a total amount of $33,950 in cash directly to Greenplate 

based on those two invoices. 

2. Doberstein discovers issues with the Project’s progress

In May 2013, Doberstein traveled from Switzerland to visit the Project site. Upon 

arrival, she discovered that little work had been completed, despite the fact that she had 

paid Defendants $127,820.10. After Doberstein returned to Switzerland, her interior 

designer, Matthew Pearson, spoke with Greenplate about the lack of progress. 

Greenplate explained that the Project had been delayed due to a lack of manpower, delays 

on other projects, and shuffling employees. He assured Pearson, however, that the 

Project still would be completed by the end of 2013. 

On or about July 25 and 27, 2013, a neighbor, who also served as the president of 

the neighborhood homeowners‟ association, contacted Doberstein regarding the unkempt 
4

state of her property. The neighbor informed Doberstein that little progress had been 

made on the Project in the past several months, even after the meetings Doberstein and 

Pearson had with Greenplate. Doberstein contacted Greenplate, demanding action. On 

August 9, 2013, Greenplate sent a letter to Doberstein‟s neighbors, explaining that the 

Project had been delayed due to weather and manpower issues and stating that “we did 

stop working there in early May . . . .”

3 Despite halting work on the Project, G-P had sent 

Doberstein invoices from May through August for a total amount of $49,500. 

Later in August 2013, Pearson began meeting weekly at the Project site with 

Greenplate and insisted that G-P prepare a schedule of the work to be done. During those

weekly meetings, Pearson observed three to six workers on the Project at any given time. 

Doberstein and Pearson later discovered that the Project was unmanned most of the week 

and that the number of workers was increased on days when Greenplate would meet with 

one of them.

3. The Project’s completion date gets delayed

In September 2013, Doberstein learned that, contrary to her explicit instructions,

Pearson had not been copied on the invoices sent to her by G-P and Greenplate. 

Doberstein reiterated her request for Pearson to be copied on all invoices. Later that 

month, during one of their weekly meetings, Greenplate revealed to Pearson that the 

Project would not be completed until the end of January 2014. Doberstein did not 

respond well to this news. To ameliorate her displeasure, Greenplate told Doberstein that 

 

3 Compl. ¶ 12.
5

the Project would be substantially complete by the end of 2013, such that Doberstein 

could move in her things. Throughout the rest of 2013, G-P‟s invoicing accelerated in 

amount and frequency. By the end of December 2013, Doberstein had paid a total of

$314,434.68 to G-P and Greenplate since the Project‟s inception, representing fifty-eight

percent of the total $542,159 due under the Agreement, though the Project was nowhere 

near complete. 

In January 2014, Pearson informed Greenplate that the Project had to be 

completed by March 1, because Doberstein‟s builders‟ risk insurance policy would expire 

on that date. After multiple requests from Pearson, Greenplate finally submitted a 

completion schedule, which contemplated a March 1 completion date. Greenplate then 

told Doberstein that G-P would need to bill every two weeks rather than monthly. As a 

result, Doberstein set up direct wire transfers from her bank account to G-P‟s account. 

Between January 1 and February 21, 2014, Doberstein paid an additional $146,930.34 via 

wire transfers to G-P. The Project‟s final invoice was issued to Doberstein on February 

17, 2014 and was followed by G-P‟s urgent requests for payment over the following few

days. 

4. G-P goes out of business

On February 22, 2014, Doberstein, Pearson, Greenplate, and the flooring

subcontractor met to discuss the Project. During the meeting, Greenplate admitted he 

would not have the Project complete by March 1, but promised Doberstein it would be 

complete by the end of April. Three days later, however, Greenplate fired G-P‟s 

employees and sent a letter to Doberstein and at least one other customer informing them 
6

that G-P would be abandoning their renovations, because financially, it was unable to 

continue in business. The letter stated that G-P‟s financial troubles were due, in part, to 

its underbidding of the Project, late payments by customers, and increased costs. In 

March, Greenplate and G-P abandoned the Project altogether. In April, Todd Breck, 

A.I.A., P.E., of Breckstone Architecture, inspected the Project and estimated that, at the 

time, the value of the work in place was approximately $298,272.98. To date, Doberstein

has paid Defendants a total of $461,365.02.

C. Procedural History

On August 2, 2014, Doberstein filed the Complaint against Greenplate and G-P. 

On October 2, 2014, Defendants moved to dismiss the Complaint and filed an opening 

brief on December 8. On July 10, 2015, after completion of the briefing, I heard oral 

argument on that motion. During argument, Doberstein voluntarily dismissed Counts 

VII, VIII, and IX of the Complaint.4 This Memorandum Opinion constitutes my rulings 

on Defendants‟ motion to dismiss with respect to the Complaint‟s remaining six counts. 

D. Parties’ Contentions

Doberstein asserts six remaining counts against Defendants. In Count I, she seeks 

to pierce G-P‟s corporate veil and hold Greenplate personally liable for his fraudulent 

statements and misrepresentations to her. In Count II, Doberstein avers that Greenplate 

and G-P fraudulently concealed their plan to abandon the Project after she had paid in full

 

4

July 10 Arg. Tr. 7. Count VII was a claim for breach of the implied covenant of 

good faith and fair dealing, Count VIII a claim for conversion, and Count IX a 

claim for replevin. See Compl. ¶¶ 71-86.
7

under the Agreement. In Count III, Doberstein alleges Greenplate and G-P intentionally 

misrepresented the amount due under various invoices in order to extract unwarranted 

payments from her. In Count IV, Doberstein avers that Greenplate and G-P negligently 

misrepresented information regarding the status, completion, and billing of the Project. 

Count V asserts a claim against G-P for breach of an express contract, which Defendants 

do not contest in their motion. Finally, in Count VI, Doberstein alleges that Greenplate 

and G-P have been unjustly enriched by the amount they received from her for work they 

did not perform on the Project. 

Defendants counter, pursuant to Rule 12(b)(6), that Counts I, IV, and VI should be 

dismissed for failure to state a claim that would entitle Doberstein to relief. Further, 

Defendants argue that if the equitable claims in Counts I, IV, and VI are dismissed under 

Rule 12(b)(6), the remaining claims, which are legal in nature, should be dismissed for 

lack of subject matter jurisdiction under Rule 12(b)(1). Alternatively, if I do not dismiss 

the remainder of the action for lack of subject matter jurisdiction, Defendants assert that 

Counts II and III should be dismissed for failure to state a claim upon which relief can be 

granted.

II. ANALYSIS

A. Counts I, IV, and VI Must Be Dismissed Under Rule 12(b)(6) for Failure to 

State a Claim

1. Legal standard

Pursuant to Rule 12(b)(6), this Court may grant a motion to dismiss for failure to 

state a claim if a complaint does not assert sufficient facts that, if proven, would entitle 
8

the plaintiff to relief. As reaffirmed by the Delaware Supreme Court, “the governing 

pleading standard in Delaware to survive a motion to dismiss is reasonable 

„conceivability.‟”5 That is, when considering such a motion, a court must “accept all 

well-pleaded factual allegations in the Complaint as true, . . . draw all reasonable 

inferences in favor of the plaintiff, and deny the motion unless the plaintiff could not 

recover under any reasonably conceivable set of circumstances susceptible of proof.”

6

 

This reasonable “conceivability” standard asks whether there is a “possibility” of 

recovery.

7

 If the well-pled factual allegations of the complaint would entitle the plaintiff 

to relief under a reasonably conceivable set of circumstances, the court must deny the 

motion to dismiss.8 The court, however, need not “accept conclusory allegations 

unsupported by specific facts or . . . draw unreasonable inferences in favor of the nonmoving party.”9

 Moreover, failure to plead an element of a claim precludes entitlement 

to relief and, therefore, is grounds to dismiss that claim.10

Generally, the Court will consider only the pleadings on a motion to dismiss under 

 

5 Cent. Mortg. Co. v. Morgan Stanley Mortg. Capital Hldgs. LLC, 27 A.3d 531, 537

(Del. 2011) (footnote omitted).

6

Id. at 536 (citing Savor, Inc. v. FMR Corp., 812 A.2d 894, 896-97 (Del. 2002)).

7

Id. at 537 & n.13.

8

Id. at 536.

9

Price v. E.I. duPont de Nemours & Co., Inc., 26 A.3d 162, 166 (Del. 2011) (citing 

Clinton v. Enterprise Rent-A-Car Co., 977 A.2d 892, 895 (Del. 2009)).

10 Crescent/Mach I P’rs, L.P. v. Turner, 846 A.2d 963, 972 (Del. Ch. 2000) (Steele, 

V.C., by designation).
9

Rule 12(b)(6). “A judge may consider documents outside of the pleadings only when: (1) 

the document is integral to a plaintiff‟s claim and incorporated in the complaint or (2) the 

document is not being relied upon to prove the truth of its contents.”11

2. Count I: piercing the corporate veil

Doberstein claims that, despite Greenplate‟s otherwise limited liability, I should 

pierce G-P‟s corporate veil and hold him individually liable for his allegedly fraudulent 

conduct. “To state a „veil-piercing claim,‟ the plaintiff must plead facts supporting an 

inference that the corporation, through its alter-ego, has created a sham entity designed to 

defraud investors and creditors.”12 Specific facts a court may consider when being asked 

to disregard the corporate form include: “(1) whether the company was adequately 

capitalized for the undertaking; (2) whether the company was solvent; (3) whether 

corporate formalities were observed; (4) whether the dominant shareholder siphoned 

company funds; and (5) whether, in general, the company simply functioned as a facade 

for the dominant shareholder.”13 The decision to disregard the corporate entity 

“generally results not from a single factor, but rather some combination of them, and „an 

overall element of injustice or unfairness must always be present, as well.‟”14 Most 

 

11 Allen v. Encore Energy P’rs, 72 A.3d 93, 96 n.2 (Del. 2013).

12 Crosse v. BCBSD, Inc., 836 A.2d 492, 497 (Del. 2003)

13 MicroStrategy Inc. v. Acacia Research Corp., 2010 WL 5550455, at *11 (Del. Ch. 

Dec. 30, 2010) (internal quotation marks and citation omitted).

14 Id. (citing EBG Hldgs. LLC v. Vredezicht's Gravenhage 109 B.V., 2008 WL 

4057745, at *12 (Del. Ch. Sept. 2, 2008)).
10

importantly, “because Delaware public policy does not lightly disregard the separate legal 

existence of corporations, a plaintiff must do more than plead that one corporation is the 

alter ego of another in conclusory fashion in order for the Court to disregard their 

separate legal existence.”15

Doberstein contends that her claim for veil-piercing is supported by her allegations 

that Greenplate repeatedly communicated false statements to her concerning the work 

being done at her property and that she relied on those statements to her detriment. She

alleges that Greenplate and G-P increased the frequency and the amount of their billing 

during the last six weeks of the Project, despite the fact that they knew they shortly were 

going to abandon it and cease doing business.

16

 According to Doberstein, because all the 

requisite elements of fraud are present, she has alleged a sufficient basis for disregarding 

the corporate identity of G-P and holding Greenplate personally liable. I disagree. 

The case law governing veil-piercing requires me to consider whether the 

individual defendant—i.e., Greenplate—abused the corporate form and, through that 

abuse, perpetrated fraud on an innocent third party—i.e., Doberstein. It is not enough to 

allege, as Doberstein does, that Greenplate made fraudulent statements about his progress 

toward completing his contractual obligations. Those types of allegations may or may 

not support a claim for fraud, but Greenplate‟s wrongful acts must be tied to the 

 

15 Id.

16 Compl. ¶¶ 41-42.
11

manipulation of the corporate form in order to make veil-piercing justifiable on grounds 

of equity. No such nexus is alleged here. 

The Complaint alleges that Greenplate knew that G-P was going out of business 

and, therefore, induced Doberstein to make accelerated payments from January 1 to 

February 21, 2014, to extract as much money from her as possible. Doberstein has not 

pled, however, that Greenplate siphoned funds from G-P to himself during those last six 

weeks and thereby used the corporate form to shield those funds and himself from 

liability once G-P went out of business.

17

 Absent such allegations, the Complaint states, 

at most, a claim for fraud against G-P due to actions taken by Greenplate on its behalf.18 

Because Doberstein failed to allege that Greenplate utlized G-P as a sham entity to 

defraud her, Count I must be dismissed for failure to state a claim. 

 

17 Although not discussed in the briefs, Doberstein alleges in the Complaint that 

Greenplate had her make direct payments to him in cash on two separate occasions

in March and April 2013, Compl. ¶ 17, well before Greenplate allegedly knew of 

G-P‟s eventual demise. Although this allegation raises questions about Greenplate

possibly siphoning off company funds, the Complaint does not plead facts

satisfying the other four elements under MicroStrategy or demonstrating that an

element of injustice or unfairness related to the corporate form of G-P was present

during the March-April 2013 time period. The decision to disregard the corporate 

entity “generally results not from a single factor, but rather some combination of 

them, and „an overall element of injustice or unfairness must always be present, as 

well.‟” MicroStrategy Inc., 2010 WL 5550455, at *11. Although Doberstein‟s 

allegations as to her two payments to Greenplate may establish a direct claim 

against him for fraud, they are insufficient, standing alone, to state a claim for 

piercing the corporate veil.

18 I express no opinion as to whether Doberstein might have a claim directly against 

Greenplate for fraud.
12

3. Count IV: negligent misrepresentation 

Negligent misrepresentation—also known as “equitable fraud”—“is separate 

from, and broader, than common law fraud,”

19 such that “generally whatever amounts to 

common law fraud also amounts to equitable fraud.”20 “[T]o claim equitable fraud, „the 

plaintiff need not show that a statement was made with knowledge that it was false or in 

reckless disregard of the truth,‟”21 as this Court generally “has not required a showing of 

scienter, „reflecting its willingness to provide a remedy for negligent or innocent 

misrepresentation.‟”22 Yet, “[e]quitable fraud is not available in every case or to every 

plaintiff. It requires special equities, typically the existence of some form of fiduciary 

relationship, such as that between a director and stockholder or a trustee and cestui que 

trust, although other circumstances might be cited.”

23

Doberstein contends that because she contracted with G-P to complete renovation 

work at her property while she was living abroad, she was “relying” on Defendants in a 

special way and, therefore, can bring this claim for equitable fraud. I do not find this 

 

19 Airborne Health, Inc. v. Squid Soap, LP, 984 A.2d 126, 143 (Del. Ch. 2009).

20 Narrowstep Inc. v. Onstream Media Corp., 2010 WL 5422405, at *13 (Del. Ch. 

Dec. 22, 2010).

21 Airborne Health, Inc., 984 A.2d at 144 (citing DONALD J. WOLFE, JR. & MICHAEL 

A. PITTENGER, CORPORATE AND COMMERCIAL PRACTICE IN THE DELAWARE 

COURT OF CHANCERY § 2.03[b][1], at 2-33 (2009)).

22 Narrowstep Inc., 2010 WL 5422405, at *13 (quoting Airborne Health, Inc., 984 

A.2d at 144).

23 Id. (citing U.S. West, Inc. v. Time Warner, Inc., 1996 WL 307445, at *24 (Del. Ch. 

June 6, 1996) (Allen, C.)).
13

argument persuasive. Sophisticated24 contractual parties who bargain at arm‟s length 

generally do not qualify for the kind of equitable protection that the negligent 

misrepresentation doctrine envisions in this regard.25 The “special equities” that can 

provide a basis for equitable fraud are relationships more akin to fiduciary duties or 

trustee relationships. In this case, Doberstein entered into a contract for a major home 

renovation. Even though she was living abroad, Doberstein still periodically checked in

on the progress of that Project. Moreover, Doberstein alleges that her designer, Pearson, 

was located in the vicinity of the property, monitored the progress of Defendants‟ work 

more closely, and reported back to her.

26

 Nothing in the Complaint suggests that the 

relationship between Doberstein and Defendants was anything but a typical contractual 

relationship. The obligations owed to Doberstein, therefore, were contractual in nature, 

and her remedy for breaches of those obligations can be obtained through an action 

sounding in contract. As a result, the Complaint fails to state a claim for negligent 

misrepresentation.

4. Count VI: unjust enrichment

Unjust enrichment is the “„unjust retention of a benefit to the loss of another, or 

the retention of money or property of another against the fundamental principles of 

 

24 Although there is no indication in the Complaint that Doberstein herself was a 

sophisticated party as to the subject matter of the Agreement, the assistance she 

received throughout the relevant period from Pearson likely qualifies her as such.

25 Id.; see also Osram Sylvania Inc. v. Townsend Ventures, LLC, 2013 WL 6199554, 

at *15 (Del. Ch. Nov. 19, 2013).

26 See, e.g., Compl. ¶¶ 6-11; Pl.‟s Answer Br. 3.
14

justice or equity and good conscience.‟”27 Unjust enrichment, or “quasi-contract,” 

developed “as a theory of recovery to remedy the absence of a formal contract.”

28

 When 

a complaint alleges an express, enforceable contract that controls the parties‟ relationship,

a claim for unjust enrichment will be dismissed because the “contract is the measure of 

plaintiffs‟ right.”29 

Defendants contend that because Doberstein pleads a breach of the Agreement in 

Count V, that contract is the measure of her rights. That is, because there is no 

independent basis upon which the unjust enrichment claim could proceed, it should be 

dismissed. Doberstein responds that her unjust enrichment claim is pled in the alternative 

to the breach of contract claim and that all the elements of unjust enrichment have been 

pled. 

“A claim for unjust enrichment is not available if there is a contract that governs 

the relationship between parties that gives rise to the unjust enrichment claim.”

30

 

Doberstein has not identified any factual basis for her unjust enrichment claim 

independent of the allegations relating to her breach of contract claim. Indeed, in her 

brief, Doberstein states that she “has lost on the deal given that she paid the full amount 

due under the [Agreement], $494,498.00, only to be left with an [un]inhabitable home 

 

27 Kuroda v. SPJS Hldgs., L.L.C., 971 A.2d 872, 891-92 (Del. Ch. 2009).

28 Choupak v. Rivkin, 2015 WL 1589610, at *20 (Del. Ch. Apr. 6, 2015).

29 Wood v. Coastal States Gas Corp., 401 A.2d 932, 942 (Del. 1979).

30 Kuroda, 971 A.2d at 891.
15

. . . .”

31

 Thus, by her own assertions, the unjust enrichment claim relies on the same 

damages as the breach of contract claim. In those circumstances, I conclude that Count V 

cannot be maintained, because the Agreement provides the measure of Doberstein‟s 

rights here. Thus, Doberstein‟s unjust enrichment claim also must be dismissed under 

Rule 12(b)(6).

B. The Remaining Counts Must be Dismissed Under Rule 12(b)(1) for Lack of 

Subject Matter Jurisdiction

1. Legal standard

The Court of Chancery will dismiss an action under Rule 12(b)(1) “if it appears 

from the record that the Court does not have subject matter jurisdiction over the claim.”32 

The plaintiff “bears the burden of establishing this Court‟s jurisdiction, and where the 

plaintiff‟s jurisdictional allegations are challenged through the introduction of material 

extrinsic to the pleadings, he must support those allegations with competent proof.”33

 

31 Pl.‟s Answer Br. 23.

32 AFSCME Locals 1102 & 320 v. City of Wilm., 858 A.2d 962, 965 (Del. Ch. 2004)

(internal citation omitted).

33 Yancey v. Nat’l Trust Co., 1993 WL 155492, at *6 (Del. Ch. May 7, 1993)

(internal citation omitted).
16

This Court is one of limited jurisdiction.34 It can acquire subject matter 

jurisdiction over a case in three ways: (1) an invocation of an equitable right;35 (2) a 

request for an equitable remedy when there is no adequate remedy at law;36 or (3) a 

statutory delegation of subject matter jurisdiction.37 This Court “will not exercise subject 

matter jurisdiction where a complete remedy otherwise exists but where plaintiff has 

prayed for some type of traditional equitable relief as a kind of formulaic „open sesame‟ 

to the Court of Chancery.”38

 

34 The issue of subject matter jurisdiction is so crucial that it may be raised at any 

time before final judgment. See Appoquinimink Educ. Ass’n v. Appoquinimink 

Sch. Dist., 2003 WL 1794963, at *3 n.24 (Del. Ch. Mar. 31, 2003).

35 See 10 Del. C. § 341 (“The Court of Chancery shall have jurisdiction to hear and 

determine all matters and causes in equity.”); Christiana Town Ctr. LLC v. New 

Castle Cty., 2003 WL 21314499, at *3 (Del. Ch. June 6, 2003) (“Equitable rights 

are rights that have traditionally not been recognized at common law. The most 

common example of equitable rights in this court are fiduciary rights and duties 

that arise in the context of trusts, corporations, other forms of business 

organizations, guardianships, and the administration of estates.”); Azurix Corp. v. 

Synagro Techs., Inc., 2000 WL 193117, at *2 (Del. Ch. Feb. 3, 2000).

36 10 Del. C. § 342 (“The Court of Chancery shall not have jurisdiction to determine 

any matter wherein sufficient remedy may be had by common law, or statute, 

before any other court or jurisdiction of this State.”); Christiana Town Ctr., 2003 

WL 21314499, at *3 (“Equitable remedies . . . may be applied even where the 

right sued on is essentially legal in nature, but with respect to which the available 

remedy at law is not fully sufficient to protect or redress the resulting injury under 

the circumstances.”) (internal quotation marks omitted).

37 See Candlewood Timber Gp., LLC v. Pan Am. Energy, LLC, 859 A.2d 989, 997 

(Del. 2004).

38 Christiana Town Ctr., 2003 WL 21314499, at *3 (quoting IBM Corp. v. 

Comdisco, Inc., 602 A.2d 74, 78 (Del. Ch. 1991)).
17

The party seeking a court‟s intervention bears the burden of establishing the 

court‟s subject matter jurisdiction,39 and the court may consider evidence outside the 

pleadings in resolving that issue.40 Further, “[i]n deciding whether or not equitable 

jurisdiction exists, the Court must look beyond the remedies nominally being sought, and 

focus upon the allegations of the complaint in light of what the plaintiff really seeks to 

gain by bringing his or her claim.”41 In other words, “the court must address the nature 

of the wrong alleged and the available remedy to determine whether a legal, as opposed 

to an equitable remedy, is available and sufficiently adequate.”42

Further, “[t]he Court of Chancery . . . routinely decides controversies that 

encompass both equitable and legal claims.”43 “[I]f a controversy is vested with equitable 

features which would support Chancery jurisdiction of at least part of the controversy, 

 

39 Maloney-Refaie v. Bridge at Sch., Inc., 2008 WL 2679792, at *7 (Del. Ch. July 9, 

2008) (quoting Ropp v. King, 2007 WL 2198771, at *2 (Del. Ch. July 25, 2007)).

40 Ct. Ch. R. 12(b)(1); Sloan v. Segal, 2008 WL 81513, at *6 (Del. Ch. Jan. 3, 2008)

(citing Simon v. Navellier Series Fund, 2000 WL 1597890, at *5 (Del. Ch. Oct.

19, 2000)); see also Maloney-Refaie, 2008 WL 2679792, at *7 (citing NAMA 

Hldgs., LLC v. Related World Mkt. Ctr., LLC, 922 A.2d 417, 429 n.15 (Del. Ch.

2007)).

41 Candlewood Timber Gp., 859 A.2d at 997; see also Diebold Computer Leasing, 

Inc. v. Commercial Credit Corp., 267 A.2d 586, 588 (Del. 1970).

42 IMO Indus., Inc. v. Sierra Int’l, Inc., 2001 WL 1192201, at *2 (Del. Ch. Oct. 1,

2001).

43 Nicastro v. Rudegeair, 2007 WL 4054757, at *2 (Del. Ch. Nov. 13, 2007) (citing 

WOLFE & PITTENGER, supra note 19, § 2-4 (supp. 2006) (“It is not at all unusual 

for cases properly within the subject matter jurisdiction of the Court of Chancery 

to involve both legal and equitable claims.”)).
18

then the Chancellor has discretion to resolve the remaining portions of the controversy as 

well.”44 “Once the Court determines that equitable relief is warranted, even if subsequent 

events moot all equitable causes of action or if the court ultimately determines that 

equitable relief is not warranted, the court retains the power to decide the legal features of 

the claim pursuant to the cleanup doctrine.”45

2. Counts II, III, and V: legal claims

Defendants contend, and Doberstein does not dispute, that Counts II, III, and V of 

her Complaint are legal claims. Moreover, the harms for which Doberstein seeks relief in 

the case of each of these claims can be remedied by money damages. Thus, there is no 

basis on which this Court could assert subject matter jurisdiction over one or more of

these claims independently of the claims asserted in the other counts. If any of 

Doberstein‟s equitable claims were well-pled, I would have had discretion to resolve 

these legal claims under the so-called “cleanup doctrine.”46 Because I do not see a 

colorable equitable hook in any of the equitable claims Doberstein advanced in Counts I, 

IV, and VI, however, I do not consider it appropriate for this Court to retain jurisdiction 

 

44 Getty Ref. & Mktg. Co. v. Park Oil, Inc., 385 A.2d 147, 149 (Del. Ch. 1978)

(emphasis added).

45 Prestancia Mgmt. Gp. v. Va. Heritage Found., II LLC, 2005 WL 1364616, at *11 

(Del. Ch. May 27, 2005) (internal quotation marks omitted) (quoting Beal Bank 

SSB v. Lucks, 2000 WL 710194, at *2 (Del. Ch. May 23, 2000)).

46 Darby Emerging Mkts. Fund, L.P. v. Ryan, 2013 WL 6401131, at *6 (Del. Ch. 

Nov. 27, 2013) (“[I]f a controversy is vested with equitable features which would 

support Chancery jurisdiction of at least part of the controversy, then the 

Chancellor has discretion to resolve the remaining portions of the controversy as 

well.”).
19

over this action. For that reason, and without expressing any opinion as to the merits of 

any of the remaining claims, I grant Defendants‟ motion to dismiss for lack of 

jurisdiction as to Counts II, III, and V. 

III. CONCLUSION

For the foregoing reasons, Defendants‟ motion to dismiss for failure to state a 

claim as to Counts I, IV, and VI is granted under Rule 12(b)(6). I also grant Defendants‟ 

motion to dismiss Counts II, III, and V for lack of subject matter jurisdiction under Rule 

12(b)(1). Counts I, IV, and VI are dismissed with prejudice. As to Counts II, III, and V, 

Plaintiff may file within 60 days of the date of this Memorandum Opinion and Order a 

written election to transfer this action to an appropriate court for hearing and 

determination. If no such written election is filed within 60 days, this action will be 

dismissed without prejudice. 

IT IS SO ORDERED.