IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

GREENVILLE CENTER SC, LLC, )

)

Plaintiff, ) C.A. No. N21C-02-094-FWW

)

v. )

)

YOUR DENTISTRY TODAY, INC., )

)

Defendant. )

Submitted: February 26, 2024

Decided: May 30, 2024

DECISION AFTER TRIAL

Lauren A. Nehra, Esquire, GAWTHORP GREENWOOD, PC, 3711 Kennett Pike, 

Suite 100, Wilmington, DE 19807; Stephen R. McDonnell, Esquire (pro hac vice), 

GAWTHORP GREENWOOD, PC, 17 E. Gay Street, Suite 100, West Chester, PA 

19380; Attorneys for Plaintiff Greenville Center SC, LLC.

William B. Larson, Jr., Esquire, MANNING GROSS + MASSENBURG LLP, 

1007 N. Orange Street, Suite 711, Wilmington, DE 19801; Attorney for Defendant

Your Dentistry Today, Inc.

WHARTON, J.
2

I. INTRODUCTION

 This case is a breach of contract matter regarding a commercial lease 

between Plaintiff Greenville Center SC, LLC (“Greenville”) and Defendant Your 

Dentistry Today, Inc (“Your Dentistry”). The Court held a two-day bench trial on 

October 18 and October 19, 2023. In reaching this decision, the Court considers the 

testimony, exhibits, demeanor of the witnesses, and post-trial submissions of the 

parties, together with the applicable law. The Court’s factual findings and legal 

conclusions are set forth below. In summary, the Court finds that Your Dentistry 

breached its Lease Agreement with Greenville. More specifically, the Court finds 

that Greenville met its obligations under its lease agreement with Your Dentistry to 

repair damages caused by a fire to the leased premises, while your Dentistry did not. 

As a result, Your Dentistry’s termination of the lease breached its contract with 

Greenville. Further, the Court finds that Greenville made reasonable efforts to 

mitigate its damages. Accordingly, Greenville is entitled to damages under the lease 

agreement. Greenville shall submit a proposed Final Order setting out a full 

accounting of everything it claims it is due. 

II. FACTS AND PROCEDURAL CONTEXT

Greenville is a Delaware limited liability company that maintains its principal 

place of business at 234 North James Street, Newport, Delaware. Greenville is a 

subsidiary of Pettinaro Management, LLC (“Pettinaro”). Your Dentistry is a 
3

Delaware corporation which maintains a place of business at 1815 W. 13th St., Suite 

6, Wilmington, Delaware. Dr. Michael Matthias (“Dr. Matthias”) is the sole owner 

and operator of Your Dentistry. 

Greenville Center is a commercial office building located at 308 Kennett Pike, 

Greenville, Delaware. Greenville Center was owned by Greenville Center 

Associates, LLC (“Greenville Center Associates”) prior to Greenville Center’s sale 

to Greenville. 

On October 22, 2013, Your Dentistry entered a Standard Office Lease (“Lease

Agreement”) with Greenville Center Associates.

1

 The Lease Agreement was for 

Suite Number E-207 (“Premises”) of Greenville Center to be used as a dental 

practice. The term of the Lease Agreement was from January 1, 2014 to March 30, 

2024 (“Lease Term”), unless otherwise extended as set forth in the Lease Agreement. 

The Lease Agreement was first amended on April 4, 2014 (“First Amendment to the 

Lease Agreement”).

2

 The Lease Agreement and First Amendment to the Lease

Agreement were also amended to provide temporary rent deferral and other 

accommodations due to the COVID-19 pandemic (“COVID Amendment”).3 When 

Greenville purchased Greenville Center, which included the Premises, from 

1 PX-1.

2 PX-2.

3 PX-3.
4

Greenville Center Associates the Lease Agreement and First Amendment to the 

Lease Agreement were assigned to Greenville. 

Pettinaro acted as Greenville’s agent to manage and control the day-to-day 

operations of the shopping center. Timothy Narvell (“Narvell”) has been Pettinaro’s 

Operations Manager since December 2018. In that position, Narvell oversees the 

contracts, rent, maintenance and repairs at Greenville Center. 

Afire started inside the Premises on the morning of June 3, 2020. Dr. Matthias 

was working at the Premises when the fire started. Smoke, fire and water damage 

extended from the Premises to adjacent units and common areas of Greenville 

Center. On the same day as the fire, Pettinaro retained a contractor from Six Angels 

Development, LLC (“Six Angels”) - Michael Miles (“Miles”) - to begin the 

extraction and drying the water used to out the fire. Miles entered the Premises on 

the day of the fire and began his work. Narvell also inspected the Premises on that 

day.

The Lease Agreement required that both parties insure the Premises. 

Cincinnati Insurance Company insured Greenville. Travelers Insurance Company 

of America (“Travelers”) insured Your Dentistry’s use of the Premises from April 9, 

2020 through April 9, 2021. Sometime after the fire, Dr. Matthias called Travelers 

to open an insurance claim. On June 4, 2020, Travelers notified Greenville to stop 

its remediation efforts at the Premises in order for it to investigate the origin of the 
5

fire.4 The first joint insurers examination of the Premises was conducted on June 

25, 2020. Travelers last investigation of the Premises occurred on July 27, 2020, at 

which point the space was “released.” The parties have not received any official 

report regarding the cause of the fire. After July 27, 2020, Miles re-initiated his 

efforts to repair the Premises and Dr. Matthias stopped by the Premises at least 

weekly to collect mail and view the property. 

 Six Angels also offered its contracting services to Your Dentistry, as well as 

Fresh Faced, Pink Turtle, and Pure Barre (“Surrounding Tenants”), but Your 

Dentistry rejected Six Angels’ offer. The Surrounding Tenants all accepted. Instead, 

Your Dentistry hired a contractor to remove some dental equipment in October 2020. 

Your Dentistry never removed certain improvements and equipment on the 

Premises, including walls and plumbing pumps, respectively. Six Angels removed 

the remaining equipment. Six Angels provided Pettinaro with an invoice for “Fire 

Damage as per final bid” that was billed on November 27, 2020.5 That invoice due 

date was December 1, 2020. 

On December 2, 2020, Dr. Matthias had his secretary prepare a letter to notify 

Greenville that Your Dentistry was terminating the Lease Agreement (“Termination 

4 Compl. Ex. D, D.I. 1.

5 PX-12.
6

Letter”).6 He stopped by the Premises on that day and took photos.7 On December 

3, 2020, Dr. Matthias delivered the Termination Letter to a secretary at Greenville’s 

office. Then, Dr. Matthias called and spoke to Narvell to inform him that he left the 

Termination Letter with the secretary and would be terminating the Lease 

Agreement. Pettinaro responded to that letter on December 11, 2020.8

Your Dentistry hired a public adjuster for the Premises in August 2020. In 

October 2020, it signed a real estate option contract for a property in Trolley Square 

to be used as a dental practice. Your Dentistry received $466,655.56 from Travelers; 

the bulk of which was paid in December 2020 or later. Greenville did not have 

knowledge of the Trolley Square option contract until sometime after Your Dentistry 

terminated the Lease Agreement. In July 2021, Your Dentistry closed on that 

property. In between Your Dentistry’s vacating the Premises and its purchase of the 

property at Trolley Square, Your Dentistry operated at a temporary location in 

Newport.

Timothy Spencer (“Spencer”) is the Director of Retail Leasing for Pettinaro. 

In that role, Spencer was responsible for re-leasing the Premises. A surrender of 

possession agreement was executed as of April 21, 2021.

9

 On or about May 17, 

6 PX-9.

7 PX-22.

8 PX-10.

9 PX-13.
7

2021, Spencer first advertised the Premises on both Pettinaro’s website and a website 

called Buildout. Pettinaro also sent “email blasts” which included an advertisement 

of the Premises. Between July 21, 2021 and July 26, 2022, Spencer made twentyeight “cold calls” to re-lease the Premises, all unsuccessful.

Greenville filed its Complaint on February 10, 2021.10 Your Dentistry 

answered on March 26, 2024.11 Your Dentistry filed an Amended Answer and 

Counterclaim on April 15, 2021.12 The counterclaim alleges that Greenville failed 

to mitigate its damages. Greenville answered Your Dentistry’s counterclaim on May 

5, 2021.13

The Court held a two-day bench trial on October 18 and October 19, 2023. 

Greenville’s witnesses included Narvell and Spencer. Your Dentistry’s only witness 

was Dr. Matthias. Notably, Miles was not called as a witness at trial. Twenty-two 

exhibits were introduced at trial. Greenville submitted its Post-Trial Opening Brief 

on January 15, 2024.14 Your Dentistry submitted its Post-Trial Brief on February 14, 

2024.15 Greenville filed its Post-Trial Reply Brief on February 26, 2024.16

10 D.I. 1.

11 D.I. 6.

12 D.I. 7.

13 D.I. 8.

14 D.I. 73.

15 D.I. 74.

16 D.I. 75.
8

III. THE PARTIES’ CONTENTIONS

Greenville asserts a breach of contract.

17

 It contends that there is no dispute 

that the Lease Agreement is a valid and binding contract between the parties to this 

case.18 Greenville argues that Your Dentistry breached the express terms of the 

Lease Agreement, including: (1) failing to pay rent, expenses, and other fees and 

interest that are due and continue under Paragraphs 1, 1.5, 1.6, 1.11, 4, 9.6, 13.2, 

13.4, 13.5, and 31 of the Lease Agreement; (2) failing to cooperate with Greenville

and its agents to repair and restore the Premises, contra to Paragraph 9.5(c) of the 

Lease Agreement; and (3) failing to notify Greenville of the specific basis of its 

termination (i.e., what work allegedly was not completed within six months) and 

failing to provide an opportunity to cure, contra to Paragraph 13.3 of the Lease

Agreement.

19

 Greenville also argues that Your Dentistry breached the implied 

covenant of good faith and fair dealing.20 It asserts that Your Dentistry has failed to 

prove that it had a valid justification for attempting to terminate the Lease

Agreement.

21

 Lastly, Greenville argues that it suffered damages on account of Your 

17 Pl.’s Compl. at 15, D.I. 1.

18 Pl.’s Post-Trial Op. Br. at 17, D.I. 73.

19 Id. at 18.

20 Id.

21 Id. at 23.
9

Dentistry’s breach of the Lease Agreement,

22 and that it has made the reasonable 

efforts required to mitigate its damages.23

The Court takes Your Dentistry’s Amended Answer and Counterclaim to 

include the affirmative defense that Greenville had a duty to mitigate its damages.24 

Your Dentistry’s main argument appears to be that Greenville breached the Lease

Agreement between the parties when it failed to make required repairs in the 

Premises within six months of the June 3, 2020 fire.25 Your Dentistry agrees that the 

amended lease, originally entered into on October 22, 2013, created a valid contract 

between the parties.26 It argues that: (1) the Lease Agreement required Greenville to 

fix the damages in the Premises and return it to “vanilla shell” condition by 

December 3, 2020;27 (2) Greenville breached Paragraph 9.5(b) of the Lease

Agreement and did not return the unit to “vanilla shell” condition;28 and (3) Your 

Dentistry’s termination did not breach the Lease Agreement.

29

 Additionally, Your 

Dentistry argues that Greenville failed to take reasonable efforts to mitigate its 

damages.30 Further, Your Dentistry contends that: (1) Greenville’s argument that 

22 Id. at 27.

23 Id. at 28.

24 Def.’s Ans. and Counterclaim at 17-18, D.I. 8.

25 Def.’s Post-Trial Br. at 13, D.I. 74.

26 Id.

27 Id.

28 Id. at 14.

29 Id. at 19.

30 Id. at 20.
10

Your Dentistry breached the covenant of good faith and fair dealing has no merit;31

and (2) Greenville consistently mischaracterizes the facts as they relate to Your 

Dentistry’s insurance claim and purchase of a new office location.

32

 Lastly, Your 

Dentistry asserts that it is entitled to attorney’s fees pursuant to Paragraph 31 of the 

Lease Agreement.

33

Greenville replies that despite Your Dentistry’s post-trial narrative, the 

evidence reveals that the repairs were completed within 6 months of the fire.34 

Greenville argues that evidence and common sense refute Your Dentistry’s assertion 

that it wanted to stay in the Premises, arguing:35 (1) Your Dentistry’s supposed lack 

of money/insurance proceeds is an insufficient excuse;36 and (2) Your Dentistry’s 

lack of cooperation with Greenville is unexplainable and inexcusable.37 Greenville

also replies that it has made reasonable efforts to attempt to mitigate its damages.38 

IV. STANDARD OF REVIEW

In a bench trial, “the Court is the factfinder, and the plaintiff must prove each 

claim by a preponderance of the evidence. A preponderance of the evidence exists 

31 Id. at 26.

32 Id. at 28.

33 Id. at 30.

34 Pl.’s Post-Trial Reply Br. at 2, D.I. 75.

35 Id. at 9.

36 Id.

37 Id. at 11.

38 Id. at 14.
11

upon ‘the side to which the greater weight of the evidence is found.’”39 “Because 

the Court is the finder of fact, it is up to the Court to weigh the credibility of 

witnesses and resolve conflicts in witness testimony.”40

In addition to resolving the facts in dispute, the Court also must parse the 

contractual relationship between the parties. It is undisputed that contract 

interpretation is a question of law.41 When interpreting a contract, a court looks 

within the four corners of the contract42 and construes it as a whole so as to give full 

effect to all provisions.43 Delaware courts attempt to ascertain the parties’ 

objectively manifested intent by looking to the plain language of the agreement.44

The Court applies certain general rules in interpreting a contract. A contract 

is not rendered ambiguous merely when the contracting parties disagree as to a 

provision’s meaning.45 A contract is ambiguous only when the provision at issue is 

39 Patel v. Patel, 2009 WL 427977, at *3 (Del. Super. Feb. 20, 2009) (quoting 

Reynolds v. Reynolds, 237 A.2d 708, 711 (Del. 1967)).

40 Masterson-Carr v. Anethesia Servs., P.A., 2015 WL 5168557, at *3 (Del. Super. 

Aug. 28, 2015).

41 Motorola, Inc. v. Amkor Tech., Inc., 958 A.2d 852, 859 (Del. 2008).

42 Interim Healthcare, Inc. v. Spherion Corp., 884 A.2d 513, 547 (Del. Super. 

2005); see also E.I. duPont de Nemours & Co. v. Allstate Ins. Co., 693 A.2d 1059, 

1061 (Del. Super. 1997).

43 E.I. duPont de Nemours & Co. v. Shell Oil Co., 498 A.2d 1108, 1113 (Del. 

1985).

44 Citadel Holding Corp. v. Roven, 603 A.2d 818, 822 (Del. 1992); see also 

Seaford Golf and Country Club v. E.I. duPont de Nemours and Co., 925 A.2d 

1255, 1260 (Del. 2007).

45 Rhone-Poulenc, 616 A.2d at 1196.
12

reasonably or fairly susceptible to different interpretations.46 The Court will 

consider the agreement as a whole. It will not interpret a contract in such a way as 

to render any of its provisions illusory or meaningless,47 nor should any section be 

taken in isolation.48 Specific provisions of a contract control over more general 

provisions, and where specific and general provisions conflict, the specific provision 

ordinarily qualifies the meaning of the general one.49 Ultimately, the Court looks 

not to what the parties to the contract intended a provision to mean, but rather what 

a reasonable person in the parties’ position would have thought it to mean.50

V. DISCUSSION

Greenville’s Complaint alleges a single claim for breach of contract.

51

 There 

are three elements to a breach of contract claim: (1) a contractual obligation; (2) a 

breach of that obligation by the defendant; and (3) resulting damage to the plaintiff.52 

There is no dispute between the parties that there was a valid lease contract. Nor is 

there any dispute that Your Dentistry ceased paying rent after the fire. Rather, the 

46 Id.

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

Sonitrol Holding Co. v. Marceau Investissements, 607 A.2d 1177, 1183, (Del. 

1992)).

48 O’Brien v. Progressive N. Ins. Co., 785 A.2d 281, 287 (Del. 2001).

49 DCV Holdings, Inc. v. ConAgra, Inc., 889 A.2d 954, 961 (Del. 2005).

50 Rhone-Poulenc, 616 A.2d at 1196; see also AT&T Corp., 953 A.2d at 253.

51 D.I. 1.

52 Humanigen, Inc. v. Savant Neglected Diseases, LLC, 238 A.3d 194, 202 (Del. 

Super. Ct. 2020) (quotations omitted).
13

crux of the dispute is whether Your Dentistry was excused from paying rent due to 

Greenville’s failure to repair and restore the Premises in a timely fashion. “A party 

is excused from performance under a contract if the other party is in material breach 

thereof.”53 

A. The Lease Agreement is a Valid and Binding Contract That 

Created Contractual Obligations on Both Parties.

 Your Dentistry entered into the Lease Agreement with Greenville Center

Associates. The Lease Agreement was assigned to Greenville upon its acquisition 

of Greenville Center. Neither party disputes the validity of the Lease Agreement. 

Therefore, both parties are bound by their respective contractual obligations under 

it.

B. Your Dentistry Breached Its Contractual Obligations.

The Court finds that Your Dentistry breached its contractual obligations to: 

(1) pay rent, expenses, interest, and fees; and (2) cooperate with Greenville in the 

restoration of the Premises. The Court does not find, as Greenville alleges, that Your 

Dentistry failed to give notice to Greenville of its alleged default in not finishing the 

work by December 3, 2020 and provide it with an opportunity to cure the claimed 

default. Giving notice and providing an opportunity to cure are not required in order 

to terminate the lease under the operative paragraph – Paragraph 9.5(b). 

53 Moore Business Forms, Inc. v. Cordant Holdings Corp., 1998 WL 71836, at *8 

& n. 35 (Del. Ch. Feb. 6, 1998, rev. Mar. 5, 1998).
14

1. Your Dentistry Failed to Pay Rent, Expenses, Interest, and

 Fees. 

Greenville correctly asserts that Your Dentistry breached its contractual 

obligations requiring payment of rent, expenses and other fees and interest. These 

contractual obligations include Paragraph 1 (including 1.5, 1.6, 1.11), Paragraph 4, 

Paragraph 9.6, Paragraph 13.2, Paragraph 13.4, Paragraph 13.5, and Paragraph 31 of 

the Lease Agreement. The Lease Ledger54 charges reflect these Lease Agreement 

terms. The Lease Ledger indicates that Your Dentistry failed to pay rent, expenses,

interest and other fees after June 1, 2020 through March 30, 2024.55 Although Your 

Dentistry does not dispute that it stopped paying rent, it maintains that it was excused 

from doing so because Greenville did not meet its repair and restoration obligations. 

Because the Court finds that Your Dentistry’s default was not excused by any 

contractual breach by Greenville, as explained below, it concludes that, Your 

Dentistry breached its financial obligations under the Lease Agreement. 

 2. Your Dentistry Failed to Cooperate in the Restoration of the 

Premises.

Although Paragraph 9.2(a) imposes an obligation on Greenville to return the 

Premises to its pre-fire condition, it exempts repairs for damages to Your Dentistry’s 

fixtures, equipment, and other improvements paid for by Your Dentistry from that 

54 PX-14

55 PX-4.
15

obligation. Paragraph 9.5(c) requires Your Dentistry to “cooperate with landlord in 

connection with any such restoration and repair, including but not limited to the 

approval or execution of plans and specifications if required.” Thus, to the extent 

that its fixtures, equipment, and other improvements were damaged, Your Dentistry 

had a duty to cooperate with Greenville with respect to those items so as to not 

impede Greenville’s efforts to return the Premises to its pre-fire condition. Your 

Dentistry failed to meet this obligation to cooperate. Specifically, Your Dentistry 

did not remove its equipment until October, declining Six Angels’ offer to assist. 

Even then, it did not remove all of its equipment causing Greenville to pay Miles to 

remove it, thereby delaying Greenville in completing its work.

 3. Your Dentistry Was Not Required to Notify Greenville of Its

 Alleged Default and Provide It with an Opportunity to Cure

 the Claimed Default. 

Greenville relies on Paragraph 13.3 to claim that it was entitled to receive 

notice from Your Dentistry of any claimed deficiencies in its efforts to restore the 

Premises, and further, that it was allowed 30 days to cure any such deficiencies. In 

fact, Paragraph 13.3 does state: 

Landlord shall not be in default unless Landlord fails to 

perform obligations of Landlord within a reasonable time, 

but in no event later that thirty (30) days after written 

notice by Tennant to landlord...specifying wherein 

Landlord has failed to perform such obligation.
16

This notice and opportunity to cure provision appears to conflict with Paragraph 

9.5(b) which deals specifically with situations where the landlord has failed to 

complete repairs or restorations within six months. That paragraph allows the 

Tennant to terminate the lease at any time prior to the commencement or completion, 

respectively, of the repair or restoration, effective the date the Tennant provides 

notice to the Landlord. Longstanding rules of contract construction dictate that 

specific language controls over more general language.56 Here the specific language 

of Paragraph 9.5(b) permitsimmediate termination of the lease, effective upon notice 

for failure to complete repairs or restoration. 

C. Greenville Complied With Its Contractual Obligations Under 

Paragraph 9.2(a).

1. Greenville Was Contractually Obligated to Repair the 

 Premises Pursuant to Paragraph 9.2(a) of the Lease

 Agreement.

Paragraph 9.2(a) of the Lease Agreement includes the following text:

9.2 Premises Damage; Premises Building Partial 

Damage.

(a) Insured Loss: Subject to the provisions of 

paragraphs 9.4 and 9.5, if at any time during the 

term of this Lease there is an Insured Loss and that 

falls into the classification of either Premises 

Damage or Premises Building Partial Damage and 

that does not fall into the classification of Premises 

Building Total Destruction or Project Total 

Destruction, then Landlord shall, as soon as 

56 DCV Hlgds., Inc. v. ConAgra, Inc., 889 A.2d 954, 961 (Del. 2005). 
17

reasonably possible and to the extent the required 

materials and labor are readily available through 

usual commercial channels, at Landlord’s expense, 

repair such damage (but not Tenant’s fixtures, 

equipment or tenant improvements originally paid 

for by Tenant) to its condition existing at the time of 

the damage, and this Lease shall continue in full 

force and effect.

Under Paragraph 9.1(e), “Insured Loss” is defined as “damage or destruction 

caused by an event required to be covered by the insurance described in [P]aragraph 

8.” Both parties to this case were insured at the time of the fire under types of 

insurance covered under Paragraph 8. Your Dentistry was insured under the 

Paragraph 8.3 definition of “Property Insurance - Tenant” by Travelers. Greenville

was insured under the Paragraph 8.4 definition of “Property Insurance - Landlord” 

by Cincinnati Insurance Company. Under Paragraphs 8 and 9.1(e) of the Lease 

Agreement, the damage from the fire is an “Insured Loss.” 

Paragraph 9.2(a) contains the proviso that it is subject to Paragraphs 9.4 and 

9.5. Paragraph 9.4 deals with damage near the end of the lease and is inapplicable 

here. Paragraph 9.5 does have applicability, however. It provides: 

9.5 Abatement of Rent; Tenant’s Remedies.

(b) If Landlord shall be obligated to repair or 

restore the premises or the Building under the 

provisions of this paragraph 9 and not commence 

such repair or restoration within ninety (90) days 

after such occurrence, or if Landlord shall not 

complete the restoration and repair within six (6) 

months after such occurrence, Tenant may at 
18

Tenant’s option cancel and terminate this Lease by 

giving Landlord written notice of Tenant’s election 

to do so at any time prior to the commencement or 

completion, respectively, of such repair or 

restoration. In such event, this Lease shall terminate 

as of the date of such notice. 

Thus, Greenville was contractually required to return the Premises to Your 

Dentistry in its pre-fire condition within six months after the fire.

57

 As explained 

57 Your Dentistry insists that Greenville was obligated to return the Premises 

in “vanilla shell” condition. Def.’s Post-Trial Br., at 13-19, D.I. 74. Although Dr. 

Mathias understood that the Premises were to be restored “[e]nough so that [he] 

could take over and do whatever [he] would need to do to get it functioning as a 

dental office.” Trial Tr. Oct. 19, 2023, at 22:9-15; 75:21-76:15. Greenville uses the 

“vanilla Shell” term as well. Pl.’s Post-Trial Op. Br., at 4, D.I. 73. The Lease 

Agreement does not define “vanilla shell” condition and the term only appears in 

Paragraph 1.15.1, which reads:

1. Basic Lease Provisions

...

1.15 Landlord Alterations, Improvements or Additions:

1.15.1 Landlord shall demolish certain existing 

improvements in the Premises in order to deliver the 

Premises to Tenant in “vanilla shell” condition[.] ...

Landlord shall have no obligation to perform any 

improvements to the Premises to prepare the same 

for Tenant’s occupancy, and Tenant acknowledges 

that Tenant has inspected the Premises and accepts 

the same in its “as-is” condition, without any 

representation or warranty by Landlord, express or 

implied.

1.15.2 Tenant shall perform, at its sole cost and 

expense, all other initial improvements to the 

Premises[.] 
19

below, the Court determines that Greenville complied with its obligations under 

Paragraphs 9.2(a) and 9.5(b) and that Your Dentistry’s purported cancellation of the 

lease pursuant to Paragraph 9.5(b) was unjustified.

 2. Allegedly Incomplete Repairs

Your Dentistry excuses its financial breach, although not the breach of its duty 

to cooperate, on the basis that the repairs were incomplete. Your Dentistry is illpositioned to make that argument. Not only did it fail to remove its fixtures and 

equipment in a timely fashion, making Greenville’s task of repairing and restoring

the Premises more difficult, but its insurer, Travelers, halted Greenville’s 

remediation efforts on June 4, 2020. The Premises were not released to Greenville 

to continue its repairs until Travelers’ last inspection on July 27th. That period 

represents nearly a third of Greenville’s six months repair window. Although Your 

Dentistry, through its insurer Travelers, is not responsible to that entire period, it 

certainly is responsible for a sizeable portion of it. 

In its post-trial brief, Your Dentistry asserts that the photographs in PX-22 

depict the following areas it contends were not repaired within six months of the 

Compare Greenville’s repair obligation under Paragraph 9.2(a). That obligation is 

to return the Property “to its condition at the time of the damage.” The term “vanilla 

shell” condition applies to Greenville’s delivery of the Premises at the inception of 

the lease, not after the Premises has been damaged. Perhaps, there is merely a 

semantical distinction without a difference in the language, but in deference to 

Paragraph 9.5(a), the Court views Greenville’s obligation to be to return the Premises 

to Your Dentistry in “its condition existing at the time of the damage.”
20

fire: (1) exposed insulation; (2) exposed piping throughout; (3) missing drywall on 

several walls; (4) discoloration due to smoke on several walls; and (5) an overarching 

smoke-like smell.

58

 The seven photographs in PX-22 actually depict a single area 

of the Premises at various angles. In that location, the photographs depict: (1) an 

area of uninstalled plywood where pipes and insulation are exposed; and (2) an exit 

door showing missing framing and drywall with an area of discolored drywall 

running perpendicular to the door. In his cross-examination at trial, Dr. Mathias 

testified that, beyond the photographs in PX-22, he did not know whether or what 

Greenville59 may not have finished.60 The Court addresses each area in turn and is 

unpersuaded that they provide a basis for Your Dentistry to terminate the lease. 

Stated another way, the Court concludes that Greenville completed the repairs it was 

obliged to complete in a timely fashion.

 a. Uninstalled or Missing Plywood

Your Dentistry argues that several sheets of plywood were not installed in the 

Premises as of November 27, 2020. The record shows that plywood was not 

installed in a single area, but instead it was left on the floor of the Premises to prepare

for an electrical inspection after Your Dentistry’s contractor had completed its work. 

Had the plywood been installed before December 2, 2020, it would have needed to 

58 Def.’s Post-Trial Br., at 15-16, D.I. 74.

59 Referred to at trial as Pettinaro. 

60 Trial Tr. Oct. 19, 2023, at 80:19-23.
21

be taken down in order to access the electrical outlet for inspections. The Court does 

not consider the uninstalled plywood to constitute a breach of Greenville’s repair 

and restoration obligations. 

b. Missing Drywall Adjacent to the Partition in the Utility

 Closet

The area for the drywall in question was adjacent to the partition wall in the 

utility closet. There was no drywall there at the time of original delivery. Greenville 

did not replace any drywall in this area. After the initial delivery, Your Dentistry 

added drywall there. As an improvement, this drywall is not covered under 9.2(a).

 c. Discolored Drywall and Missing Door Casing Adjacent 

 to the Rear Door of the Premises

Dr. Mathias understood that that Your Dentistry was responsible for repainting the drywall that had been damaged throughout the premises as well as 

replacing custom “trim” around a door.61 He stated at trial that after the Premises 

was originally delivered, Your Dentistry had the drywall painted and had door casing 

attached to the doorway. The discoloration and missing door casing are 

improvements, exempt from Greenville’s contractual obligations under Paragraph 

9.2(a). 

 d. “Dank” and “Smoky” Odor

61 Id. at 79:2-80:1. 
22

Your Dentistry complains that the Premises were left with an overarching 

smoke-like smell. Greenville disputes that there was such a smell. Because some 

of Your Dentistry’s smoke and water damaged improvements, which it was 

responsible for removing, were not removed, the Court is unable to determine the 

source of the odor, if, in fact, it remained, and assign responsibility for its presence. 

Certainly, Your Dentistry has not established it as a legitimate basis to terminate the 

lease. 

D. Mitigation of Damages

In Dover Mall, LLC v. Tang,

62 this Court expressed a landlord’s duty to 

mitigate under similar circumstances, writing:

Under Delaware law, a plaintiff has the duty to mitigate 

his or her damages when feasible. This general rule 

requires parties to avoid unreasonable costs that they could 

have avoided through reasonable efforts. In the context of 

a commercial lease, a landlord's duty to mitigate requires 

it to take reasonable efforts to relet the property unless the 

parties expressed a clear intent to release that duty through 

contract. Typically, the defendant bears the burden to 

prove this affirmative defense.63

Greenville suffered damages as Your Dentistry failed to pay the aforementioned rent, 

expenses and other fees/interest. Given the language of Dover Mall, LLC, 

Greenville has a duty to mitigate its damages. 

62 2023 WL 6536975 (Del. Super. Ct. Oct. 5, 2023), amended, 2023 WL 7903639 

(Del. Super. Ct. Nov. 16, 2023).

63 Id. at *6 (citations omitted).
23

In its Amended Answer, Your Dentistry counterclaimed, alleging that 

Greenville had failed to mitigated its damages.64 According to Timothy Spencer,

Pettinaro’s retail leasing director, who was tasked with the effort to re-lease the 

Premises, Greenville began efforts to re-lease the Premises and mitigate its damages 

after the Surrender of Possession Agreement of April 21, 2021 was executed.

65

 

Spencer listed the Premises on a commercial real estate listing site and on Pettinaro’s 

own real estate listing site.66 Spencer also made “cold calls” in an effort to find a 

replacement tenant, beginning on July 21, 2021, focusing on dental offices because 

the “fit-out of the space was conducive for a dental office.”67 Those efforts, through 

cold calls and emails, extended through August 8, 2022.68 After that, the Premises 

continued to be listed on both the commercial real estate listing site and Pettinaro’s

listing site.69 In sum, Spencer testified that his efforts to re-lease the Premises were 

typical of the efforts he undertakes for any retail property in the Pettinaro portfolio, 

and in some respects, were over and above his typical efforts.70 

The Court finds these effortsto be reasonable efforts by Greenville to mitigate 

its damages. The fact that they were unsuccessful does not mean that the efforts 

64 D.I. 7.

65 Trial Tr. Oct. 18, 2023, at 162:1-5. 

66 Id. at 162:11-163:14. 

67 Id. at 163:21-23; 164:17-23; 165:14-17.

68 PX-15.

69 Trial Tr. Oct. 18, 2023, at 171:1-5. 

70 Id. at 188:22-189:1-11.
24

were unreasonable. Your Dentistry did not present any commercial real estate 

witness to dispute the reasonableness of Spencer’s efforts. Accordingly, Your 

Dentistry has not met its burden of proving that Greenville failed to take reasonable 

steps to mitigate its damages. Therefore, the Court finds against Your Dentistry and 

for Greenville on Your Dentistry’s counterclaim. 

E. Damages 

In its Complaint, Greenville seeks damages “in the amount of $175,328.61 

plus reasonable attorneys’ fees and such other relief as the Court deems just and 

equitable.”71 Paragraph 13.2 of the Lease Agreement permits Greenville to recover 

damages, including unpaid rent for the balance of the term, and reasonable attorneys’ 

fees for any material default by Your Dentistry. In the event of a lawsuit, Paragraph 

31 of the Lease Agreement entitles the prevailing party to be fully reimbursed for all 

reasonable attorneys’ fees. 

Because some damages, such as late fees, interest and attorneys’ fees either 

continue to accrue or have not been presented to the Court, the Court directs 

Greenville to submit a proposed Final Order no later than 15 days from the date of 

this Opinion. Your Dentistry shall have 15 days from the date of Greenville’s 

submission to respond. 

71 D.I. 1. 
25

VI. CONCLUSION

The Court finds for Plaintiff Greenville Center SC, LLC and against 

Defendant Your Dentistry Today, Inc. on Plaintiffs Complaint for breach of contract. 

The Court further finds against Your Dentistry Today, Inc. and for Greenville Center 

SC, LLC on Your Dentistry Today, Inc.’s Counterclaim. 

The Court will determine the amount of damages for unpaid rent, late fees, 

interest, and reasonable attorneys’ fees after considering Plaintiff Greenville Center 

SC, LLC’s proposed Final Order and Defendant Your Dentistry Today, Inc.’s 

Response.

IT IS SO ORDERED.

/s/ Ferris W. Wharton

Ferris W. Wharton, J.