LCT Capital, LLC v. NGL Energy Partners LP ( 2021 )


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  •          IN THE SUPREME COURT OF THE STATE OF DELAWARE
    LCT CAPITAL, LLC,                          §
    §
    Appellant/Cross-Appellee,           §         Nos. 565, 2019
    Plaintiff below,                    §              568, 2019
    §
    v.                            §
    §         Court Below – Superior Court
    NGL ENERGY PARTNERS LP and                 §         of the State of Delaware
    NGL ENERGY HOLDINGS LLC,                   §
    §
    Appellees/Cross-Appellants,         §         C.A. No. N15C-08-109
    Defendants below.                   §
    §
    Submitted: November 4, 2020
    Decided:   January 28, 2021
    Corrected: February 2, 2021
    Before SEITZ, Chief Justice; VALIHURA, VAUGHN, TRAYNOR,                         and
    MONTGOMERY-REEVES, Justices, constituting the Court en Banc.
    Upon appeal from the Superior Court. AFFIRMED IN PART, REVERSED IN PART.
    Steven L. Caponi, Esquire, K&L GATES, LLP, Wilmington, Delaware; Roger R. Crane,
    Esquire (argued), and Thomas A. Warns, Esquire, K&L GATES, LLP, New York, New
    York; for Appellant/Cross-Appellee LCT Capital, LLC.
    Steven T. Margolin, Esquire (argued) and Samuel L. Moultrie, Esquire, GREENBERG
    TRAURIG, LLP, Wilmington, Delaware; Hal S. Shaftel, Esquire (argued), Obiamaka P.
    Madubuko, Esquire, and Daniel Friedman, Esquire, GREENBERG TRAURIG, LLP, New
    York, New York; for Appellees/Cross-Appellants NGL Energy Partners LP and NGL Energy
    Holdings LLC.
    MONTGOMERY-REEVES, Justice, for the Majority:
    In 2014, appellant and cross-appellee LCT Capital, LLC (“LCT”) helped appellee
    and cross-appellants NGL Energy Partners, LP and NGL Energy Holdings LLC
    (collectively, “NGL”) acquire TransMontaigne, a refined petroleum products distributor.
    LCT played an unusually valuable role in the transaction, bringing the sale to NGL’s
    attention, helping NGL to understand opaque but profitable aspects of TransMontaigne’s
    business, and enabling NGL to submit its winning bid outside of an auction process. The
    transaction generated $500 million in value for NGL, more than double the $200 million
    price that NGL paid to acquire TransMontaigne.
    LCT’s CEO Mike Krimbill represented on several occasions that LCT would receive
    an unusually large investment banking fee, but the parties failed to reach an agreement on all
    of the material terms. After negotiations broke down completely, LCT filed suit in the
    Superior Court seeking compensation for its work under several theories, including quantum
    meruit and common law fraud.
    At trial, LCT presented a unitary theory of damages that focused on the value of the
    services that it provided, measured by the fee that Krimbill proposed for LCT’s work.
    Nonetheless, the jury verdict sheet had two separate lines for damages awards, one for the
    quantum meruit claim and another for the fraud claim. The jury found NGL liable for both
    counts, awarded LCT an amount of quantum meruit damages equal to a standard investment
    1
    banking fee, and awarded LCT a much larger amount of fraud damages approximately equal
    to the unusually large fee that Krimbill proposed.
    Following post-trial briefing, the Superior Court set aside the jury’s awards and
    ordered a new trial on damages. The court set aside the fraud award on the basis that the jury
    impermissibly awarded LCT benefit-of-the-bargain damages in the absence of an
    enforceable contract. The court set aside the quantum meruit award on the basis that
    providing the jury with multiple damages lines for a unitary theory of damages was
    confusing and may have caused the jury to spread a single award between the quantum
    meruit and fraud claims.
    LCT and NGL both filed interlocutory appeals of the Superior Court’s order. On
    appeal, LCT argues that benefit-of-the-bargain damages are available without an enforceable
    contract. Thus, the Superior Court erred by setting aside the jury’s fraud award.
    On cross-appeal, NGL argues that the Superior Court erred by ordering a new trial on
    damages because the jury’s quantum meruit award fully compensated LCT for its harm.
    NGL also argues that it was entitled to judgment as a matter of law on the fraud claim.
    Finally, NGL argues that the Superior Court provided the jury with erroneous fraudulent
    misrepresentation jury instructions.
    Having reviewed the parties’ briefs and the record on appeal, and after oral argument,
    this Court holds that LCT was not entitled to benefit-of-the-bargain damages and that the
    Superior Court did not abuse its discretion by ordering a new trial on quantum meruit
    2
    damages. Nonetheless, this Court also holds that the Superior Court abused its discretion by
    ordering a new trial on fraud damages because LCT did not assert any independent damages
    to support its fraud claim. Accordingly, the Court affirms in part and reverses in part the
    Superior Court’s December 5, 2019 Memorandum Opinion.
    I.     BACKGROUND
    A.     LCT Helps NGL Acquire TransMontaigne
    After a long career at major financial institutions, Louis Talarico founded LCT.1 LCT
    is a Delaware limited liability company that provides investment banking and other financial
    services related to transactions in the energy sector.2
    In December 2013, Talarico learned that Morgan Stanley planned to sell
    TransMontaigne, a refined petroleum products distributor.3 Talarico was familiar with
    TransMontaigne, thought that the sale would be an attractive investment, and began working
    his contacts at Morgan Stanley to gain access to the sale process. 4
    After twice failing to arrange a successful bid with other buyers, Talarico approached
    the Energy and Minerals Group (“EMG”), a substantial investor in NGL.5 EMG agreed that
    TransMontaigne was an attractive target, but concluded that it lacked the ability to properly
    run TransMontaigne and suggested that Talarico approach NGL’s CEO, Krimbill, about a
    1
    Appendix to Opening Br. 375-76 (hereafter “A_”).
    2
    See, e.g., A247-48.
    3
    A388.
    4
    A388-89, 95-98.
    5
    See Appendix to Answering Br. 1534 (hereafter “B_”).
    3
    partnership.6 Krimbill expressed interest in acquiring TransMontaigne and began working
    with Talarico, the UBS Group, and others to construct a winning bid.7
    In May 2014, NGL submitted a winning bid of approximately $200 million to
    purchase all of TransMontaigne.8 The deal successfully closed in July 2014.9
    Talarico played a “critical role” in the acquisition,10 enabling NGL to submit its
    winning bid “outside of an auction process” and allowing NGL to acquire TransMontaigne
    for “the very attractive purchase price of $200 million” when “[o]ther potential buyers . . .
    were estimated to be offering $450 million . . . .”11 Further, Talarico helped NGL identify
    and correct a problem with how Morgan Stanley treated TransMontaigne’s working capital,
    an important component to valuing the company.12
    Talarico also helped NGL understand the value of TransMontaigne’s marketing
    business. TransMontaigne was comprised of two business segments, a “hard asset business”
    and a “marketing” business.13        Although Morgan Stanley wanted to sell all of
    TransMontaigne for regulatory reasons, most buyers were only interested in the hard asset
    6
    B1540-43.
    7
    See B1768-69.
    8
    See, e.g., A231.
    9
    A236.
    10
    A1261.
    11
    A1261; A236.
    12
    See, e.g., A462-73.
    13
    A407-08.
    4
    business.14 Talarico recognized that this piecemeal approach was a mistake because the
    marketing business could generate substantial cash flows for a suitable acquirer.15
    Acquiring TransMontaigne created approximately $500 million of value for NGL.16
    According to a letter that Krimbill drafted months after closing, NGL “would never have had
    the opportunity to purchase TransMontaigne Inc. for $200 million” without LCT’s help.17
    B.      The Fee Negotiations Break Down
    Talarico and Krimbill did not reach an agreement on LCT’s fee before the transaction
    closed. In May 2014, Talarico proposed that LCT receive a 15% ownership interest in
    TransMontaigne, an option to purchase an additional 10%, and a gross-up payment to cover
    taxes.18 NGL countered by offering a 2% interest in the NGL GP.19
    According to Talarico’s trial testimony, Krimbill thought that NGL’s counteroffer was
    too low and verbally agreed to push NGL to offer LCT: (i) a 2% ownership interest in NGL,
    (ii) a tax gross-up payment, and (iii) an option to purchase an additional 3% ownership
    interest in NGL for $21 million.20 Assuming that NGL GP was worth $1 billion following
    the TransMontaigne acquisition, this offer would equate to a fee worth approximately $43.8
    14
    A406-10.
    15
    See id.
    16
    A236.
    17
    Id.
    18
    A521-22.
    19
    A226.
    20
    See, e.g., A563-64.
    5
    million including the tax gross-up payment, or approximately $29 million without the tax
    gross-up payment.21
    The record contains some uncertainty regarding the existence and details of this
    verbal offer. Krimbill testified that he never made such an offer.22 Further, Talarico wrote a
    contemporaneous message that can be read to suggest that Krimbill offered a mandatory
    buy-in of $21 million for a 5% ownership stake, not an automatic 2% ownership stake with
    an option to purchase an additional 3% stake.23
    In June 2014, Talarico, Krimbill, NGL’s outside counsel Bruce Toth, and others met
    to discuss the TransMontaigne transaction. According to Talarico’s trial testimony, during
    the meeting Krimbill introduced Talarico to Toth, told Talarico that Toth “does all my [NGL]
    GP transactions,” and instructed Toth that “for Lou [Talarico] and his partners . . . here’s what
    we’re going to do. We’re going to give them 2 percent interest in the GP. We’re going to
    pay their taxes. . . . [A]nd we’re going to give them an option on another 3 percent at [a]
    $700 million” valuation.24 Busy with finalizing the acquisition, Toth asked Talarico to send
    the details in an email.25
    21
    See, e.g., A1119-47.
    22
    See A1197-200.
    23
    See B1762.
    24
    A564.
    25
    A939.
    6
    The next day, Talarico sent Toth an email providing the details of the fee transaction
    that Krimbill purportedly proposed.26 Talarico’s email noted that “there will be other details
    to figure out.”27 Talarico did not copy anyone else on the email,28 and Toth did not respond.29
    A couple of weeks later Talarico called Toth to check-in on the fee transaction.30 Toth
    told Talarico that “we are working on it,” or words to that effect.31 Despite this statement,
    Toth testified that his team “was not working on documentation” regarding LCT’s fee at that
    time. Instead, Toth testified that his team was “working” with Krimbill and NGL “on the
    process of structuring a transaction.”32
    A few days later, Talarico sent Toth a follow-up email stating, “Mike [Krimbill] had
    indicated that I reach out to you to start the process of figuring out how we properly paper
    our GP interest—both 2% fee and 3% buy-in.”33 Talarico wrote that he was “open” to any
    thoughts that Toth had on structuring the transaction.34 Talarico also acknowledged that he
    “briefly read thr[ough] the amended LLC agreement . . . and appreciate that there may be
    some steps or a process that NGL needs to complete for this all to happen.”35 LCT and NGL
    26
    A230.
    27
    Id.
    28
    Id.
    29
    See A941.
    30
    See A949.
    31
    Id.
    32
    A950.
    33
    B1811.
    34
    Id.
    35
    Id.
    7
    did not make any more progress on the fee arrangement before NGL closed the
    TransMontaigne acquisition.
    For the better part of the next year, Krimbill and Talarico engaged in increasingly
    contentious negotiations, failing to agree on the details of LCT’s fee. For example, in May
    2014 Krimbill refused to offer a tax gross-up payment and deleted a “tax catch-up” figure
    from a spreadsheet that Talarico shared.36 Nonetheless, Talarico testified at trial that “we
    made it very clear at the beginning that any fee compensation involving equity needed to
    have a tax gross-up associated with it.”37
    In October 2014, Krimbill sent a letter to NGL’s owners regarding fees related to the
    TransMontaigne acquisition.38 The letter proposed that NGL offer LCT a 5% ownership
    stake in exchange for a $21 million mandatory buy-in. Krimbill wrote,
    We are asking for a compensation arrangement for LCT as we
    would have never had the opportunity to purchase
    TransMontaigne Inc. for $200 million or a 3.0x multiple of
    EBITDA without them. We are proposing that LCT acquire 5%
    for [sic] our NGL General Partner for a $21 million purchase
    price.
    ....
    This equates to a $29 million success fee which appears to be
    high compared to a typical 1%-2% investment banker success
    fee. We are looking at the fee from the perspective of the value
    created to the NGL General Partner and the very attractive
    purchase price of $200 million. LCT was able to get [Morgan
    36
    Compare B1763-64 (including tax gross-up) with B1766-67 (deleting tax gross-up).
    37
    A528.
    38
    A236.
    8
    Stanley] to deal directly with NGL outside of an auction process
    which may have saved us tens of millions of dollars. Other
    potential buyers . . . were estimated to be offering $450 million,
    per the Wall Street Journal.39
    Thus, the parties seem to have backed away from the 2% ownership stake with the option to
    purchase an additional 3% that Talarico claimed that Krimbill offered LCT in May. The
    parties also failed to determine what type of interest LCT would receive in NGL GP40 and
    did not settle whether LCT would agree to an extended period of service.41
    In November 2014, Krimbill backed away from offering LCT a 5% ownership stake
    for $21 million and pushed for a lower fee. 42 Negotiations eventually broke down, and
    Krimbill told Talarico “if you want your fee, you have to sue me.”43
    C.     LCT Capital Files Suit in the Superior Court
    In August 2015, LCT filed its initial complaint in the Superior Court.44 LCT filed an
    amended complaint in September 2015, alleging three counts.45 Count I alleged that NGL
    breached a contract that “would pay LCT with a fee consisting of (i) a 2% ownership interest
    in NGL Holdings at a $700 million valuation, with LCT’s taxes to be paid by NGL; and (ii)
    the option to purchase an additional 3% ownership interest in NGL Holdings at a
    39
    Id. (emphasis added).
    40
    See B1811 (expressing uncertainty about how to structure the equity transaction).
    41
    A1016-17.
    42
    A587.
    43
    Id.
    44
    See LCT Cap., LLC v. NGL Energy P’rs, 
    2019 WL 6896463
    , at *1 (Del. Super. Dec. 5, 2019).
    45
    See A239.
    9
    $700 million valuation.”46 In other words, Count I alleged that LCT and NGL formed an
    oral contract based on the fee that Krimbill purportedly offered Talarico in May 2014.
    Count II alleged both quantum meruit and unjust enrichment claims on the basis that
    NGL knowingly accepted LCT’s investment advising services without compensation.47
    Count III alleged that NGL committed common law fraud because,
    Mr. Krimbill, acting in his capacity as Chief Executive Officer
    of NGL and a Director of NGL Holdings, represented to LCT
    that it would receive a 2% ownership interest in NGL Holdings
    at a $700 million valuation, with LCT’s taxes to be paid by
    NGL, and the option to purchase an additional 3% ownership
    interest in NGL Holdings at a $700 million valuation, as a fee
    for its services . . . .48
    In July 2018, the Superior Court granted NGL’s motion for summary judgment and
    dismissed both the breach of contract and unjust enrichment claims.49 Regarding the breach
    of contract claim, the court held that the parties did not form an oral contract because “neither
    party manifested objective assent” and “the essential terms were not sufficiently definite to
    determine a breach and an appropriate remedy. . . . LCT’s finder’s fee was never fully
    defined nor were the obligations Plaintiff was required to meet to be entitled to a fee. . . .”50
    The court cautioned that its order dismissing LCT’s breach of contract claim
    46
    A291.
    47
    A295-96.
    48
    A296-97.
    49
    A305.
    50
    A325-27 (citing Eagle Force Hldgs., LLC v. Campbell, 
    2018 WL 2351326
    , at *15 (Del. May 24,
    2018); Osborn ex rel. Osborn v. Kemp, 
    991 A.2d 1153
    , 1158 (Del. 2010)).
    10
    [was] in no way implying that the conversations, discussions,
    communications and emails between the parties and their
    representatives are no longer relevant. They are. If the CEO of
    NGL made representations that he believed the compensation
    package suggested by LCT was fair and appropriate and was
    working toward accomplishing it, those comments are relevant
    to the quantum meruit claim. If there are discussions with
    NGL’s counsel regarding the alleged terms, those discussions
    and correspondence are relevant.51
    The court also dismissed the unjust enrichment claim on the basis that LCT’s
    amended complaint improperly pled quantum meruit and unjust enrichment as a single claim
    and that LCT could not obtain unjust enrichment because it had adequate legal remedies.52
    D.     The Superior Court Trial
    The Superior Court held a jury trial beginning in July 2018.53 At the close of
    evidence, NGL moved for judgment as a matter of law, raising two arguments.54 First, NGL
    argued that only the quantum meruit claim should go to the jury because LCT presented a
    unitary damages claim for both counts and NGL admitted liability for the quantum meruit
    claim.55 Second, NGL argued that LCT failed to present sufficient evidence establishing the
    elements of fraud and instead attempted to bootstrap a fraud claim to facts establishing, at
    most, an ordinary breach of contract or quantum meruit claim.56
    51
    A328-29 (emphasis added).
    52
    A330.
    53
    LCT, 
    2019 WL 6896463
    , at *1.
    54
    See A1278-87.
    55
    A1283-84.
    56
    A1284-85.
    11
    The court seemed to agree that LCT presented a unitary damages case, observing that
    “the damages are the damages whether it’s quantum meruit or its fraudulent
    misrepresentation. There’s been no evidence separating them. They’re the same.”57
    Nonetheless, the court determined that it could avoid the risk of double-counting damages
    by giving the jury one damages line for both counts.58
    The court also rejected NGL’s argument that LCT failed to present sufficient evidence
    to establish fraud, stating “[d]o I think the fraudulent misrepresentation case is a smoking
    gun? No. Do I think there’s sufficient evidence to allow it to go to the jury? Yes.”59
    The court also denied a separate motion by LCT to amend the fraud claim to seek
    punitive damages, holding
    I don’t find this to be a case where punitive damages [are]
    warranted.
    ....
    Do I think this is an unfortunate common circumstance in the
    world of corporate business? Yes. Do I like it? No. Do I wish
    . . . there w[ere] greater ethics in America? . . . [Y]es.
    But . . . this is not that case [where punitive damages are
    warranted]. At the end of the day this is a dispute between two
    very high-powered ego people who have different opinions
    about what was agreed to. And I’m not going to make it
    something more than what it is.60
    57
    A1295.
    58
    A1296.
    59
    
    Id.
    60
    A1300.
    12
    Thus, the Superior Court sent both the fraudulent misrepresentation and quantum
    meruit claims to the jury. The Superior Court made two key decisions when sending the
    case to the jury. First, the court provided the jury with the following (excerpted) instruction
    for fraudulent misrepresentation.
    The second claim alleges fraudulent misrepresentation. In order
    to establish the claim of fraudulent misrepresentation, LCT must
    prove the following by a preponderance of the evidence:
    1) NGL made false representations of material facts that are
    important to LCT;
    2) that NGL had knowledge or belief that these representations
    were false, or were made with reckless indifference to the truth;
    3) the misrepresentations were made with the intent to induce
    LCT to act or to decline to act on the false representations;
    4) that LCT justifiably relied on the false representation; and
    5) as a result of that reliance, LCT suffered damages.
    ....
    NGL’s representation does not need to have been overt. Rather,
    NGL’s deliberate concealment of a material fact or silence in the
    face of a duty to speak is sufficient for a claim of intentional
    misrepresentation. Moreover, the term “misrepresentation” is
    sufficiently broad to encompass fraudulent, negligent, or even
    innocent statements.61
    Although the court instructed the jury that NGL was only liable if it acted with
    knowledge or recklessness, the instruction also defined “misrepresentation” broadly to
    61
    A1322-23 (emphasis added).
    13
    include “negligent or even innocent statements.”62 NGL did not object to this jury
    instruction, although it attempted unsuccessfully to add an instruction advising the jury not
    to award damages for the dismissed breach of contract claim.63
    Second, the court reversed course on the single-damages-line approach and decided
    to give the jury a verdict sheet providing separate damages lines for the quantum meruit and
    fraudulent misrepresentation claims. The quantum meruit damages line appeared first and
    asked, “What do you find to have been the fair value of the services that LCT provided to
    NGL?”64 The jury answered “$4 million.”
    Next, the verdict sheet asked, “Do you find that LCT has proven by a preponderance
    of the evidence its claim of fraudulent misrepresentation?”65 The jury answered “yes” with
    a checkmark—finding that LCT proved fraud—and proceeded to the next question.
    The next question asked, “Are the damages for fraudulent misrepresentation the same
    as those you found for quantum meruit?”66 The jury answered “no” with a checkmark—
    finding that the damages were not the same for fraud and quantum meruit—and proceeded
    to the final question.
    62
    See 
    id.
    63
    See B2224 (“And we have three brief additional proposed instructions . . . . One is that the jury is
    not ruling on a contract claim . . . .”); B2677.
    64
    A1338.
    65
    
    Id.
    66
    
    Id.
    14
    The final question asked the jury to “[s]tate the amount of your award of damages for
    LCT’s claim of fraudulent misrepresentation.” The jury answered “$29 million.” The court
    provided the jury with minimal guidance regarding how to measure fraud damages,
    instructing the jury that “[i]f you find that LCT has met the elements of fraudulent
    misrepresentation, you should determine the damages that LCT suffered that are a direct
    result of the false misrepresentations.”67
    Thus, the jury found that: (i) the fair value of LCT’s services was $4 million, (ii) LCT
    proved the elements of fraudulent misrepresentation, (iii) the damages for quantum meruit
    and fraud were not the same, and (iv) NGL’s fraud caused LCT $29 million of damage.
    E.      The Superior Court Orders a New Trial on Damages
    After receiving the jury’s verdict, the Superior Court denied NGL’s motion for
    judgment as a matter of law under Rule 50(a).68 The same day, NGL filed a renewed motion
    seeking judgment as a matter of law under Rule 50(a) and a new trial under Rule 59.69 NGL’s
    renewed motion raised three arguments. First, NGL argued that the jury improperly awarded
    benefit-of-the-bargain damages in the absence of an enforceable contract regarding LCT’s
    finder’s fee.70 Second, NGL argued that LCT failed to prove the elements of fraudulent
    67
    A1323 (jury instructions sheet); see also B2624, at 127:17-20 (transcript of the court providing
    the jury with an identical oral instruction).
    68
    See A1340.
    69
    See B2680-99.
    70
    See B2689-92.
    15
    misrepresentation.71 Third, NGL argued that because LCT presented a unitary damages
    theory, the court should either limit LCT’s recovery to the jury’s $4 million quantum meruit
    award or order a new trial on fraud damages with an instruction that the jury cannot award
    benefit-of-the-bargain damages.72
    In December 2019, the Superior Court issued its Memorandum Opinion granting in
    part and denying in part NGL’s renewed motion for judgment as a matter of law and for a
    new trial. The court construed NGL’s motion as raising two issues. The first issue was
    whether NGL was entitled to judgment as a matter of law because LCT failed to prove
    fraud.73 The court denied the motion for judgment as a matter of law on the fraud claim,
    holding that
    the jury agreed with Plaintiff that NGL, specifically Krimbill,
    misled Plaintiff on numerous occasions to believe a unique fee
    arrangement was both plausible and going to happen, and there
    was evidence that would clearly support this conclusion.
    Krimbill’s testimony was unbelievable, and it was supported by
    several other witnesses who were less than candid or credible.74
    The second issue was whether the Superior Court should order a new trial on damages
    because the jury improperly awarded LCT benefit-of-the-bargain damages or was confused
    regarding the proper damages award.75 Recognizing that the availability of benefit-of-the-
    71
    See B2693-98.
    72
    See B2696-98.
    73
    LCT, 
    2019 WL 6896463
    , at *4.
    74
    
    Id.
    75
    Id. at *3.
    16
    bargain damages was unsettled under Delaware law, the court surveyed non-controlling case
    law that the parties cited and concluded that
    to get damages under the benefit-of-the-bargain concept, the
    contractual bargain must have been created and formalized. . . .
    While perhaps incredibly unfair to the unique factual setting of
    the case in light of the reprehensible conduct of the Defendants,
    the Court must find you do not get the bargain if it is not clearly
    created.76
    Nonetheless, the court held that a new trial on damages was needed because the
    separate damages lines for quantum meruit and fraudulent misrepresentation
    simply muddied the damage award to the point that it is
    impossible to determine what the jury believed was a fair and
    reasonable determination of the real damages here . . . .
    The Court . . . has struggled to come up with a fair resolution of
    this dispute. Unfortunately, the Court could foresee the
    possibility that if a single damage figure was requested, the jury
    could have decided the compensation agreed to by Krimbill of
    more than $29 million was the fair and reasonable
    compensation for the unique serviced provided and [the jury]
    only divided the damages on the verdict sheet because they were
    requested to do so. On the other hand, perhaps they would have
    accepted Defendants’ theory of a reasonable compensation of
    the standard investment banker fee and only awarded $4
    million. The Court is simply not willing to accept Defendants’
    assertion that only the quantum meruit award here represents the
    damages that the jury believed was fair compensation for the
    unique services Plaintiff provided. Even Krimbill . . . believed
    compensation beyond the norm was appropriate.77
    76
    Id. at *7.
    77
    Id. (emphasis added).
    17
    Thus, the court ordered a new trial to determine the proper measure of damages but
    upheld the jury’s finding that LCT proved its fraudulent misrepresentation claim.78
    F.      LCT and NGL File Interlocutory Appeals
    LCT and NGL both timely moved for leave to file an interlocutory appeal of the
    Superior Court’s order.79 LCT sought to appeal the Superior Court’s determination that
    benefit-of-the-bargain damages are unavailable for a fraud claim without an enforceable
    contract.80 NGL sought to appeal the Superior Court’s determinations “setting aside . . . the
    $4 million quantum meruit verdict, upholding . . . the jury instruction on fraudulent
    misrepresentation, and ruling that the evidence supported the fraudulent misrepresentation
    verdict.”81
    The Superior Court granted LCT’s request to certify an appeal regarding the
    availability of benefit-of-the-bargain damages but denied NGL’s request to appeal regarding
    “whether the jury instruction on fraudulent misrepresentation was correct and whether the
    evidence supported LCT’s fraud claim.”82
    This Court agreed to hear interlocutory appeals on all of the issues that both parties
    raised.83
    78
    Id. at *7-8.
    79
    Ex. B to Opening Br. 1.
    80
    Ex. C to Opening Br. 2.
    81
    Id. at 2-3.
    82
    Id. at 3.
    83
    Id. at 4.
    18
    II.    STANDARD OF REVIEW
    “This Court reviews questions of law de novo.”84 This Court also reviews de novo
    the trial court’s decision to deny judgment as a matter of law under Superior Court Civil
    Rule 50.85 Judgment as a matter of law is appropriate if “there is no legally sufficient
    evidentiary basis for a reasonable jury to find” for non-moving party.86 When considering a
    motion for judgment as a matter of law, the Court must view the evidence and draw all
    reasonable inferences “in a light most favorable to the non-moving party.”87 “The moving
    party bears the burden of demonstrating both the absence of a material fact and entitlement
    to judgment as a matter of law.”88
    This Court reviews the Superior Court’s decision to order a new trial for abuse of
    discretion.89 When considering a motion for a new trial, the Superior Court “must give
    84
    Klassen v. Allegro Dev. Corp., 
    106 A.3d 1035
    , 1043 (Del. 2014); see also Brigade Leveraged
    Cap. Structures Fund Ltd. v. Stillwater Mining Co., 
    240 A.3d 3
    , 9 (Del. 2020) (“This Court reviews
    errors of law de novo.”); DV Realty Advisors LLC v. Policeman’s Annuity and Benefit Fund of Chi.,
    
    75 A.3d 101
    , 108 (Del. 2013).
    85
    Blue Hen Lines, Inc. v. Turbitt, 
    787 A.2d 74
    , 77 (Del. 2001) (“This Court reviews de novo the
    Superior Court’s decision to grant summary judgment under Super. Ct. Civ. R. 50.”).
    86
    Super. Ct. Civ. R. 50(a).
    87
    Blue Hen, 
    787 A.2d at 77
     (“On appeal, the Court ‘must determine “whether the evidence and all
    reasonable inferences that can be drawn therefrom, taken in a light most favorable to the non-moving
    party, raise an issue of material fact for consideration by the jury.”’” (quoting Trievel v. Sabo, 
    714 A.2d 742
    , 744 (Del. 1998))).
    88
    
    Id.
    89
    See, e.g., O’Riley v. Rogers, 
    69 A.3d 1007
    , 1010 (Del. 2013).
    19
    ‘enormous deference’ to the jury’s verdict,”90 and “should not set aside” the jury’s verdict
    “unless . . . a reasonable jury could not have reached the result.” 91
    Regarding jury instructions, this Court “must reverse” a verdict “[w]here an
    inaccuracy in the instructions may lead to confusion that undermines either the jury’s ability
    to reach a verdict or our confidence in [the jury’s] ability to do so fairly under the
    circumstances . . . .”92 “In evaluating the propriety of a jury charge, the jury instructions must
    be viewed as a whole.”93 If a party fails to timely object to a jury instruction at trial, this
    Court reviews the instruction for plain error.94 “[P]lain errors ‘undermine the jury’s ability
    to intelligently perform its duty in returning a verdict.’ Thus, ‘an improper jury instruction
    may amount to plain error despite a defendant’s acceptance of it.’”95
    III.   ANALYSIS
    This appeal requires the Court to decide three issues. First, whether LCT could
    receive benefit-of-the-bargain fraud damages even though the parties did not form an
    enforceable agreement governing LCT’s fee. Second, whether the Superior Court abused
    90
    Cuonzo v. Shore, 
    958 A.2d 840
    , 844 (Del. 2008) (quoting Young v. Frase, 
    702 A.2d 1234
    , 1236
    (Del. 1997)).
    91
    Storey v. Camper, 
    401 A.2d 458
    , 465 (Del. 1979).
    92
    Banther v. State, 
    884 A.2d 487
    , 492-93 (Del. 2005) (citing Bordley v. State, 
    832 A.2d 1250
     (Del.
    2003)).
    93
    Culver v. Bennett, 
    588 A.2d 1094
    , 1096 (Del. 1991) (citing Probst v. State, 
    547 A.2d 114
    , 119
    (1988)).
    94
    See, e.g., Riggins v. Mauriello, 
    603 A.2d 827
    , 830-31 (Del. 1992).
    95
    Volkswagen v. Costello, 
    880 A.2d 230
    , 234-45 (Del. 2005) (quoting Culver, 
    588 A.2d at 1096
    ;
    Bullock v. State, 
    775 A.2d 1043
    , 1054 (Del. 2001)).
    20
    its discretion by ordering a new trial on damages for LCT’s fraudulent misrepresentation
    claim. Third, whether the Superior Court abused its discretion by ordering a new trial on
    damages for LCT’s quantum meruit claim.96
    We address each issue in turn.
    A.      LCT Could Not Obtain Benefit-of-the-Bargain Damages
    Under Delaware law, “[t]he damages available for deceit or fraudulent
    misrepresentation are generally limited to those which are the direct and proximate result of
    the false representation . . . .”97 The scope of fraud damages is broad, allowing “[a] plaintiff
    . . . [to] recover for any injury resulting from the direct and natural consequences of [the
    plaintiff] acting on the strength of the defendant’s statements,” provided that such injuries
    were “within [the defendant’s] contemplation when the fraud was committed.”98
    Delaware law recognizes two primary approaches for measuring the harm that the
    defendant’s fraud proximately caused, benefit-of-the-bargain damages and out-of-pocket
    96
    NGL also argues that the Superior Court erred by refusing to dismiss the fraud claim because LCT
    failed to prove reliance, Answering Br. 54, and that this Court should set aside the jury’s award
    because the Superior Court provided the jury with erroneous instructions regarding the elements of
    a fraud claim, id. at 60. We need not reach either argument, however, because we hold that LCT’s
    fraud claim failed for a separate reason. See infra III.B.
    97
    Harman v. Masoneilan Int’l, Inc., 
    442 A.2d 487
    , 499 (Del. 1982) (citing Poole v. N.V. Deli
    Maatschappij, 
    224 A.2d 260
     (Del. 1966)); see also Brzoska v. Olson, 
    668 A.2d 1355
    , 1367 (Del.
    1995) (“In general, a recovery for fraudulent misrepresentation is limited to economic damages, i.e.,
    those damages which are the direct and proximate result of the false representation consisting of the
    loss of bargain or actual out of pocket losses.”) (citations omitted); Stephenson v. Capano Dev., Inc.,
    
    462 A.2d 1069
    , 1077 (Del. 1983) (“Of course the defendant’s liability extends only to any injury to
    the plaintiff which was within his contemplation when the fraud was committed.”) (citations
    omitted).
    98
    Stephenson, 
    462 A.2d 1077
     (citations omitted).
    21
    damages.99 Benefit-of-the-bargain damages are equal to “the difference between the actual
    and the represented values of the object of the [fraudulent] transaction.”100 Awarding benefit-
    of-the-bargain damages “put[s] the plaintiff in the same financial position that [the plaintiff]
    would have been in if the defendant’s representations had been true.”101 Out-of-pocket
    damages are equal to “the difference between what [the plaintiff] paid and the actual value
    of the item” that the plaintiff received.102 Awarding out-of-pocket damages “restore[s] the
    plaintiff to [their] financial position before the transaction occurred.”103
    Regardless of the approach taken, the goal is the same—to remedy injuries that the
    fraud proximately caused. Thus, the “‘plaintiff is entitled to compensation to make [the
    plaintiff] whole, but no more.’ In other words, the remedy for the tort should put the plaintiff
    as close as possible to the same position as she was in before the injury.”104
    The Superior Court held that LCT cannot recover benefit-of-the-bargain damages
    because the parties did not form an enforceable contract regarding LCT’s fee.105 LCT argues
    that this ruling is contrary to binding Delaware Supreme Court authority and other non-
    99
    Id. at 1076 (citations omitted).
    100
    Id. (citations omitted).
    101
    Id.
    102
    Id. (citations omitted).
    103
    Id.
    104
    Stayton v. Del. Health Corp., 
    117 A.3d 521
    , 534 (Del. 2015) (quoting Mitchell v. Haldar, 
    883 A.2d 32
    , 38 (Del. 2005)).
    105
    LCT, 
    2019 WL 6896463
    , at *7.
    22
    Delaware case law.106 NGL responds that the Superior Court’s holding is consistent with
    Delaware case law and other non-Delaware case law.107
    1.       Existing Delaware case law does not clearly answer whether
    benefit-of-the-bargain damages require an enforceable agreement
    Both LCT and NGL point to Delaware case law in support of their positions regarding
    whether a plaintiff may receive benefit-of-the-bargain damages for a fraud claim without an
    enforceable contract.
    LCT argues that benefit-of-the-bargain damages are available without an enforceable
    contract under this Court’s holding in Stephenson.108 In Stephenson, the plaintiff entered into
    a contract to purchase a townhome relying on the defendant’s separate and fraudulent
    promise to offer low-interest financing when prevailing mortgage interest rates were high.109
    The parties did not form an enforceable financing agreement.110 Nonetheless, the Court held
    that the plaintiff could recover the benefit of the low-interest financing bargain because “the
    increased financing costs” that the plaintiff faced on the open market were “a direct and
    proximate result of [the defendant’s] misrepresentations.”111
    The Court noted,
    At the time of this transaction it is conceivable that if the
    relatively low-interest mortgages were not available, a buyer,
    106
    Opening Br. 19-42.
    107
    Answering Br. 23-47.
    108
    See, e.g., Opening Br. 21.
    109
    
    462 A.2d at 1076
    .
    110
    
    Id.
    111
    
    Id. at 1077
    .
    23
    who would have to obtain a mortgage with a higher interest rate
    and possibly a greater down payment, may have found little or
    no attraction for this property. In the abstract that sounds
    speculative, but as to this plaintiff, . . . that situation was very
    real. She consistently made known her desire to buy this
    [town]house because of the favorable mortgage terms that [the
    defendant] said were available.112
    In reaching that conclusion, the Court stated that “[t]he most common and accepted
    standard [of fraud damages] is the benefit of the bargain rule.”113 However, in Stephenson
    “[t]he financing plans involved . . . c[ould] not be regarded as independent and divisible from
    the sale of the . . . townhouse.”114 Thus, Stephenson does not address whether a plaintiff can
    receive benefit-of-the-bargain damages where that bargain is not connected to an enforceable
    contract, as is the case with LCT’s fee.115
    NGL responds that “Delaware courts have . . . held that a plaintiff may recover
    additional benefit-of-the-bargain damages for fraud only where the plaintiff was ‘induce[d]
    to form a contract.’”116 NGL relies heavily on the Court of Chancery’s opinion in
    Shuttleworth, which NGL claims establishes that benefit-of-the-bargain damages require an
    enforceable contract.117 In Shuttleworth, the plaintiff claimed that she contributed a
    disproportionate share of her income to support her household in reliance on her husband’s
    112
    
    Id.
    113
    
    Id. at 1076
    .
    114
    
    Id. at 1075
    .
    115
    See, e.g., A325-27.
    116
    Answering Br. 24 (quoting Shuttleworth v. Abramo, 
    1994 WL 384428
    , at *6 (Del. Ch. July 14,
    1994)).
    117
    Answering Br. 33.
    24
    promise that he would leave the plaintiff all of his property upon his death.118 The court had
    previously ruled that the statute of limitations prevented the plaintiff from bringing a breach
    of contract claim on the husband’s promise.119
    The court held that the plaintiff was not entitled to any damages because she “was not
    in fact financially injured.”120 Instead, the plaintiff “had already received, by operation of
    law or distributions from her husband’s estate, property far in excess” of the amount of her
    disproportionate contributions to the household.121 In reaching that conclusion, the court
    stated that because “the plaintiff’s suit to enforce the alleged contract is time-barred, . . . [t]he
    remedy for the remaining fraud claim, if there is to be one, is restricted to restitution, through
    which the court must endeavor to restore the plaintiff to her position prior to her husband’s
    alleged misrepresentations, or actual damages.”122 We agree that Shuttleworth can be read
    to hold that benefit-of-the-bargain damages are unavailable without an enforceable contract,
    but we note that Shuttleworth addresses a unique factual context.123
    The other Delaware decisions that the parties cite either expressly state that benefit-
    of-the-bargain damages are available where the fraud induced the plaintiff to form a separate
    118
    
    1994 WL 384428
    , at *4.
    119
    See 
    id.
    120
    Id. at *5.
    121
    Id. at *7.
    122
    Id. at *6.
    123
    See id.
    25
    contract or suggest without squarely holding that benefit-of-the-bargain damages require an
    enforceable contract.124
    2.      Non-Delaware case law reveals diverging approaches to whether
    benefit-of-the-bargain damages require an enforceable agreement
    The parties also rely on non-Delaware case law to support their positions. Many
    courts have held that a plaintiff cannot recover benefit-of-the-bargain tort damages without
    an enforceable contract.125 For example, in Roboserve, Inc. v. Kato Kagaku Co., Ltd, the
    Seventh Circuit held that under Illinois law
    [w]here a misrepresentation induced the victim to consummate
    the bargain, benefit-of-the-bargain damages are appropriate . . .
    . Such damages are clearly not appropriate, however, in the
    absence of an actual, binding agreement. Damages for common
    law fraud are not intended to restore what one never had.126
    124
    See, e.g., E.I. DuPont De Nemours & Co. v. Fla. Evergreen Foliage, 
    744 A.2d 457
    , 457 (Del.
    1999) (“[U]nder Delaware law, a tort claimant fraudulently induced to execute a release may opt
    either for recession or a separate suit for fraud with damages calculated on the difference between
    that received under the release and the value of the settlement or recovery achieved had there been
    no fraud by the released party.”); Manzo v. Rite Aid Corp., 
    2002 WL 31926606
    , at *5 (Del. Ch. Dec.
    19, 2002) (“[P]laintiff asserts that she is entitled to ‘benefit of the bargain damages.’ The amended
    complaint fails to articulate any specific bargain from which these benefits purportedly flow and,
    therefore, does not state a cognizable injury.” (internal quotation marks omitted)), aff’d 
    825 A.2d 239
     (Del. 2003); Clark v. Teeven Hldg. Co., 
    625 A.2d 869
    , 877 (Del. Ch. 1992) (“A defrauded party
    may elect to affirm the challenged contract and seek money damages. He then has an action at law
    for the tort of deceit.”) (citing Hegarty v. Am. Commonwealths Power Corp., 
    163 A. 616
    , 619 (Del.
    1932); Mackenzie Oil Co. v. Omar Oil & Gas Co., 
    154 A. 883
    , 891 (Del. 1929)); Tam v. Spitzer,
    
    1995 WL 510043
    , at *10 (Del. Ch. Aug. 17, 1995) (“Where, as here, a party is fraudulently induced
    to enter into a contract, the defrauded party may elect either to affirm the contract and sue at law for
    money damages, or disaffirm and seek recission in equity.” (citations omitted)).
    125
    See generally Answering Br. 22-41 (collecting cases).
    126
    
    78 F.3d 266
    , 274 (7th Cir. 1996).
    26
    Similarly, in Bohnsack v. Varco, L.P., the Fifth Circuit held that under Texas law “benefit-of-
    the-bargain damages compensate litigants only for injuries that arise out of an enforceable
    contract” and are therefore generally unavailable for common law fraud claims.127
    On the other hand, there is authority allowing a plaintiff to recover benefit-of-the-
    bargain damages without an enforceable contract.128 For example, in Lewis v. Citizens
    Agency of Madelia, Inc., the Minnesota Supreme Court held that the plaintiff could recover
    the life insurance proceeds under a life insurance policy that the insurer never issued.129 The
    plaintiff’s husband applied for a life insurance policy, naming the plaintiff as the
    beneficiary.130 For reasons unknown, the insurer never issued the policy.131 Nonetheless,
    insurance agents falsely told the plaintiff on several occasions that the policy would provide
    a death benefit.132
    The plaintiff detrimentally relied on these misrepresentations by continuing to pay the
    premiums owed under the policy, taking out a loan, and making other financial decisions
    under the assumption that the policy would pay a death benefit.133 The plaintiff did not
    127
    
    668 F.3d 262
    , 277 (5th Cir. 2012) (citation omitted).
    128
    See generally Opening Br. 33-38 (collecting cases); Reply Br. 22-27 (same).
    129
    
    306 Minn. 194
    , 200-01 (1975).
    130
    Id. at 196.
    131
    Id.
    132
    Id. at 196-99.
    133
    See, e.g., id. at 200-01.
    27
    discover that the life insurance policy was invalid until her husband died, at which point it
    was too late to obtain alternative coverage.134
    The Minnesota Supreme Court acknowledged that “a return of the out-of-pocket
    damages will, in most cases, return the injured party to the exact same position she would
    have been in, but for the misrepresentation.”135 Nonetheless, the Court held that on these
    facts, the plaintiff
    cannot be made whole by a mere return of the premiums, since
    in the interim her husband became definitely uninsurable and
    died thereafter. . . .
    Thus, . . . it seems reasonable to us that the natural and proximate
    loss suffered by [the plaintiff] was the life insurance proceeds
    she expected to receive upon her husband’s death and not
    merely the premiums supporting the policy.136
    3.     LCT cannot receive benefit-of-the-bargain damages to protect its
    expectation interest in NGL’s false promises
    At first blush, the above discussion might suggest that it is difficult to identify a
    universal approach to measuring a plaintiff’s damages in this context. Nonetheless, we think
    that the principles underlying tort damages reveal more consistency than an initial reading of
    the case law might suggest. The purpose of tort damages is to compensate the plaintiff for
    the harm that the defendant’s tortious conduct proximately caused.137 Where the defendant’s
    134
    Id. at 197.
    135
    Id. at 200.
    136
    Id. at 200-01.
    137
    See, e.g., Harman, 
    442 A.2d at 499
    ; Brzoska, 
    668 A.2d at 1367
    .
    28
    fraud did not induce the plaintiff to form a contract, out-of-pocket damages typically measure
    the full scope of plaintiff’s injuries. Stated differently, out-of-pocket damages typically
    would remedy the natural and proximate loss sustained by a party due to reliance on a
    misrepresentation. This rule focuses on the operative inquiry under tort law—what was lost
    by reason of the deception, or what compensation is necessary to make the plaintiff whole.
    Thus, in the absence of an enforceable contract, the default remedy for fraud is out-of-pocket
    damages.
    Cases like Lewis and Stephenson show that there are some circumstances, however,
    where out-of-pocket damages would not make the plaintiff whole. In these rare cases,
    benefit-of-the-bargain damages may be appropriate even though the parties did not form an
    enforceable agreement. But even in these unusual circumstances, benefit-of-the-bargain
    damages serve the same function as out-of-pocket damages: to compensate the plaintiff for
    the harm that the defendant’s fraud proximately caused. In Lewis and Stephenson benefit-
    of-the-bargain damages were appropriate because out-of-pocket damages would not capture
    the harm that the plaintiffs suffered by reasonably and foreseeably relying on the defendants’
    misrepresentations to make other decisions, such as buying property relying on the
    defendant’s fraudulent promise to offer low-interest financing,138 or choosing not to search
    for alternative life insurance coverage relying on the defendant’s misrepresentations that a
    138
    See Stephenson, 
    462 A.2d at 1076
    .
    29
    life insurance policy would pay a death benefit.139 The key point is that in these rare cases,
    benefit-of-the-bargain damages were necessary to compensate the plaintiff for harm that the
    plaintiff suffered by relying on the defendant’s fraud, not to protect the plaintiff’s expectation
    interest in the defendant’s false promises.
    With these principles in mind, the question on appeal is whether this is the rare case
    where, despite the absence of an enforceable agreement, benefit-of-the-bargain damages are
    needed to make the plaintiff whole. Stated differently, did LCT seek benefit-of-the-bargain
    damages to provide compensation for harm that out-of-pocket damages would not measure?
    Or did LCT seek benefit-of-the-bargain damages to protect its expectation interests in NGL’s
    false representations? If the later, LCT cannot receive benefit-of-the-bargain fraud damages.
    Having reviewed the record, it appears that LCT presented a unitary theory of
    damages below that focused exclusively on the value of the services that it provided without
    compensation.140 LCT did not present evidence of other types of actual damages.141
    Given this unitary approach, out-of-pocket damages equal to the value of the services
    that LCT provided without compensation would compensate LCT for all of the harm that
    NGL’s fraud proximately caused. It therefore appears that LCT seeks benefit-of-the-bargain
    damages solely to protect its expectation interests in the bargain that Krimbill proposed but
    139
    See Lewis, 306 Minn. at 200-01.
    140
    See, e.g., A1295 (“[T]he damages are the damages whether it’s quantum meruit or its fraudulent
    misrepresentation. There’s been no evidence separating them. They’re the same.”).
    141
    See, e.g., id.
    30
    the parties never formed because they could not agree on all of the material terms. That is a
    remedy that LCT cannot receive.
    We also note the difficulty of fairly and accurately valuing the benefit of a bargain
    that the parties never formed. Even if the details of Krimbill’s offer are ascertainable,142 we
    do not know what terms the parties would have agreed to because the parties never agreed
    to all of the material terms of LCT’s fee.143 Given this uncertainty, it is unclear how LCT
    could have provided the jury with a reasonable basis for inferring the value of the
    hypothetical bargain to which LCT and NGL would have agreed. This uncertainty also
    creates a risk that benefit-of-the-bargain damages would provide LCT with a windfall by
    awarding LCT with the benefit of a generous bargain to which NGL would not have agreed.
    Such a windfall would be contrary to Delaware law.144
    Accordingly, we affirm the Superior Court’s holding that LCT cannot receive benefit-
    of-the-bargain damages on the facts of this case.145
    142
    See, e.g., A236 (Krimbill’s letter to NGL’s stockholders suggesting that LCT receive a “success
    fee” worth approximately $29 million).
    143
    A325-27.
    144
    See, e.g., Stayton, 117 A.3d at 534 (“In Delaware, ‘a plaintiff is entitled to compensation to make
    him whole, but no more.’ In other words, the remedy for the tort should put the plaintiff as close as
    possible to the same position as she was in before the injury.” (quoting Mitchell v. Haldar, 
    883 A.2d 32
    , 38 (Del. 2005))).
    145
    Because we hold that LCT cannot receive benefit-of-the-bargain damages on the facts of this
    case, we need not address NGL’s argument that LCT is estopped from seeking benefit-of-the-
    bargain damages. Answering Br. 23, 28-29.
    31
    4.      LCT’s other arguments in favor of benefit-of-the-bargain
    damages are unpersuasive
    LCT raises four more sub-issues that we must briefly address. First, LCT argues that
    “[i]t would be completely inconsistent and inappropriate for benefit of the bargain damages
    to be available for promissory estoppel claims in the absence of a contract but not for” fraud
    claims.146 We think that LCT draws a false parallel between promissory estoppel and fraud.
    Promissory estoppel is a quasi-contract doctrine that protects different interests than common
    law fraud.147 It is therefore unremarkable that a plaintiff might be entitled to different
    remedies for these different causes of action.
    Second, LCT argues that it should not be punished for the lack of a written contract
    because NGL’s fraud caused the parties to not form a written agreement.148 But, as the
    Superior Court held, there was no written agreement because the parties never agreed to the
    material terms of LCT’s fee.149 Thus, the parties’ failure to agree caused the lack of a written
    agreement, not NGL’s fraudulent misrepresentations.
    146
    Id. at 30.
    147
    See, e.g., Windsor I, LLC v. CWCapital Asset Mgmt. LLC, 
    238 A.3d 863
    , 876 (Del. 2020) (“To
    state a claim for promissory estoppel, a plaintiff must prove by clear and convincing evidence that:
    ‘(i) a promise was made; (ii) it was the reasonable expectation of the promisor to induce action or
    forbearance on the part of the promisee; (iii) the promisee reasonably relied on the promise and took
    action to his detriment; and (iv) such promise is binding because injustice can be avoided only by
    enforcement of the promise.’” (quoting SIGA Techs., Inc. v. PharmAthene, Inc., 
    67 A.3d 330
    , 347–
    48 (Del. 2013))).
    148
    Id. at 38-39.
    149
    A325-27.
    32
    Third, LCT argues that benefit-of-the-bargain damages are needed to vindicate
    Delaware’s strong public policy against lying and fraud.150 Elsewhere, LCT makes a similar
    argument that out-of-pocket damages do not sufficiently deter fraud because “[i]f a cheat can
    anticipate that the worst that can happen is that he shall be called upon to pay back his profit
    on the trade, he may be encouraged to defraud.”151 We reject both arguments for the same
    reasons. Delaware has long recognized a public policy against deceit, 152 and deterrence may
    be an important function of tort law. But those concerns do not justify awarding benefit-of-
    the-bargain tort damages exceeding the scope of the plaintiff’s cognizable injuries.
    Delaware law does allow plaintiffs to seek punitive damages where, among other
    things, the ordinary measure of damages is not sufficient to address the defendant’s culpable
    conduct.153 But LCT did not seek punitive damages in its amended complaint,154 and LCT
    does not appeal the Superior Court’s refusal to allow it to amend its fraud claim to add
    punitive damages.155 Thus, LCT’s public policy and deterrence arguments do not justify
    awarding benefit-of-the-bargain damages.
    150
    Id. at 40-42.
    151
    Opening Br. 20 (quoting C. McCormick, Handbook on the Law of Damages § 121 (1953)).
    152
    See, e.g., Abry P’rs V, L.P. v. F&W Acq. LLC, 
    891 A.2d 1032
    , 1035 (Del. Ch. 2006) (“The public
    policy against fraud is a strong and venerable one founded on the societal consensus that lying is
    wrong.”).
    153
    See, e.g., Stephenson, 
    462 A.2d at 1076-77
     (“If the fraud is gross, oppressive, or aggravated, or
    where it involves breach of trust or confidence, the plaintiff may recover punitive damages whether
    he sues in tort or under the consumer fraud statute.”) (citations omitted).
    154
    See A296-98.
    155
    Compare A1300 (the Superior Court denying LCT’s request to amend its fraud claim to include
    punitive damages) with Opening Br. (not appealing the Superior Court’s refusal to allow LCT to
    amend its complaint and add a request for punitive damages).
    33
    Fourth and finally, LCT argues that NGL waived any argument challenging benefit-
    of-the-bargain damages by failing to object to the availability of such damages until after the
    jury reached its verdict.156 Although perhaps a closer call, we think that NGL sufficiently
    raised an objection to benefit-of-the-bargain damages by objecting to testimony related to
    contract damages157 and by proposing a limiting instruction to the jury on damages.158 And
    even if NGL did not properly object, we think that awarding benefit-of-the-bargain damages
    on the facts of this case would be a plain error for the reasons provided above.
    B.      The Superior Court Abused Its Discretion by Ordering a New Trial on
    Fraud Damages
    NGL argues on cross-appeal that the Superior Court abused its discretion by ordering
    a new trial on the damages for fraudulent misrepresentation because “the only compensable
    loss that LCT identified was the value of the work it performed,” and “the $4 million
    quantum meruit award fully compensates LCT for the value of its services. . . . Because
    LCT cannot recover for the same loss twice, and no additional damages are recoverable, no
    justification exists for another trial.”159 Assuming benefit-of-the-bargain damages are
    unavailable, LCT concedes this point, noting that “[i]f given an out-of-pocket jury
    156
    See Opening Br. 3; Reply Br. 21-22.
    157
    See A493-94 (Counsel for NGL argued that “[Talarico] testified that he had an oral contract with
    my client. And, obviously, I don’t need to tell the Court there’s no oral contract in this case. So
    we’re concerned that language of that nature is potentially both prejudicial and very confusing to the
    jury.”).
    158
    See B2224 (“And we have three brief additional proposed instructions . . . . One is that the jury is
    not ruling on a contract claim . . . .”).
    159
    Answering Br. 52-53.
    34
    instruction, the jury would have realized that no damages could be awarded for fraud because
    LCT put in no evidence of out-of-pocket damages.”160
    Given this concession, we hold that the Superior Court abused its discretion by
    ordering a new trial on fraud damages. LCT presented a unitary theory of damages at trial
    that focused exclusively on the value of the services that it provided related to the
    TransMontaigne acquisition.161 Because benefit-of-the-bargain damages are unavailable,
    LCT is limited to seeking out-of-pocket damages equal to the fair value of the services that
    it provided without compensation. This measure of damages is identical to the compensation
    that LCT is entitled to receive for its quantum meruit claim,162 and LCT cannot recover twice
    for the same loss.163 Thus, LCT did not assert any independent damages to support the fraud
    claim, and quantum meruit damages will fully compensate LCT for its loss. For this reason,
    the Superior Court erred by submitting the fraud claim to the jury. LCT’s fraud claim failed
    because it was not supported by damages independent from the quantum meruit claim.
    Accordingly, we hold that the jury’s fraud verdict should be stricken and reverse the Superior
    Court’s holding that a new trial is needed to determine LCT’s fraud damages.
    160
    Reply Br. 35.
    161
    See, e.g., A1295 (The Superior Court stated “the damages are the damages whether it’s quantum
    meruit or its fraudulent misrepresentation. There’s been no evidence separating them. They’re the
    same.”).
    162
    See, e.g., O’Riley v. Rogers, 
    69 A.3d 1007
    , 1010 (Del. 2013).
    163
    See, e.g., Duncan v. Theratx, Inc., 
    775 A.2d 1019
    , 1024 (Del. 2001).
    35
    Because we hold that LCT’s fraud claim should not have reached the jury, we need
    not reach NGL’s separate arguments that the Superior Court erred by declining to dismiss
    the fraud claim as a matter of law because LCT failed to prove reliance164 or that the Superior
    Court erred by improperly instructing the jury on the elements of fraud.165
    C.     The Superior Court Did Not Abuse Its Discretion by Ordering a New
    Trial on Quantum Meruit Damages
    NGL argues on cross-appeal that “the [Superior Court] erred by striking the
    jury’s quantum meruit verdict and ordering a new trial covering quantum meruit
    damages” because the Superior Court waited too long to sua sponte order a new trial on
    damages and abused its discretion by ordering a new trial on the basis of jury confusion.166
    LCT raises its own objections, arguing that the Superior Court’s jury instruction improperly
    excluded damages for the value created by the TransMontaigne transaction167 and that NGL
    failed to properly raise this issue on appeal.168 We address each issue in turn.
    164
    Answering Br. 54.
    165
    Answering Br. 60. But see Wal-Mart Stores Inc. v. AIG Life Ins. Co., 
    901 A.2d 106
    , 115 (Del.
    2006) (“Equitable fraud differs from common law fraud in one respect—the defendant need not
    know that the representation is false.”) (citation omitted); Stephenson, 
    462 A.2d at 1074
     (“At
    common law, fraud (or deceit) consists of . . . the defendant’s knowledge or belief that the
    representation was false, or was made with reckless indifference to the truth . . . .”).
    166
    Answering Br. 49, 49-53.
    167
    Reply Br. 34
    168
    
    Id.
     at 32 n.11.
    36
    1.     The Superior Court did not sua sponte order a new trial on
    quantum meruit damages based on potential jury confusion
    NGL argues that the Superior Court waited too long to sua sponte set aside the jury’s
    quantum meruit verdict under Superior Court Civil Rule 59(c).169 Although Rule 59(c) gives
    the Superior Court ten days to sua sponte set aside a verdict, here the Superior Court waited
    sixteen months before setting aside the award, which NGL claims that neither party
    challenged.170
    This argument fails to account for NGL’s own post-trial motion challenging the fraud
    damages and the connection between the two damages awards. Among other things, NGL
    argued in its post-trial motion that because
    LCT advanced a unitary damages theory at trial that presented
    no difference between the actual value of its services (quantum
    meruit) and its loss due to NGL’s alleged fraudulent
    misrepresentation . . . any recovery for fraudulent
    misrepresentation is limited to LCT’s actual pecuniary loss for
    the value of its service—which the jury found to have been $4
    million . . . .171
    NGL also argued that “LCT’s damages presentation created a significant risk of jury
    confusion, especially if there was a second damages blank.”172
    169
    Id. at 52.
    170
    See Answering Br. 52; LCT, 
    2019 WL 6896463
    , at *1.
    171
    B2684-85 (emphasis removed).
    172
    B2687.
    37
    Although NGL raised both arguments in the context of challenging the fraud
    award,173 we think that NGL’s argument raised a problem common to both awards. Because
    LCT presented a unitary theory of damages, the Superior Court’s dual-damages-line
    approach was confusing. Accordingly, we hold that the Superior Court did not sua sponte
    raise the issue of whether the dual damages lines confused the jury, casting doubt on the
    quantum meruit award. NGL flagged the issue in its post-trial motion.
    2.      The Superior Court did not abuse its discretion because the dual
    damages lines were confusing
    NGL next argues that there is no need for a new trial for two related reasons: (i) the
    jury already found that the “fair value of the services that LCT provided NGL” was $4
    million,174 and (ii) “testimony from NGL’s damages expert that a reasonable fee for the type
    of services LCT provided is . . . $1-$4 million” adequately supported the jury’s verdict.175
    We review the Superior Court’s decision to order a new trial for abuse of discretion.176
    When considering whether to order a new trial, the Superior Court “must give ‘enormous
    deference’ to the jury’s verdict.”177 “A new trial is warranted only if the jury’s verdict is
    ‘clearly the result of passion, prejudice, partiality, corruption, [or confusion] . . . .’”178 “While
    173
    See B2684-87.
    174
    Id. at 50.
    175
    Id.; see also B2395-96.
    176
    See, e.g., O’Riley v. Rogers, 
    69 A.3d 1007
    , 1010 (Del. 2013).
    177
    Cuonzo v. Shore, 
    958 A.2d 840
    , 844 (Del. 2008) (quoting Young v. Frase, 
    702 A.2d 1234
    , 1236
    (Del.1997)).
    178
    Reinco, Inc. v. Thompson, 
    906 A.2d 103
    , 110 (Del. 2006) (alteration in original) (footnotes
    omitted) (quoting Lang v. Morant, 
    867 A.2d 182
    , 185 (Del. 2005)); see also Storey v. Camper, 401
    38
    we have at least acknowledged that a new trial is warranted if the jury’s verdict was clearly
    the result of jury confusion, our case law is limited on the issue.”179 Nonetheless, “[o]ther
    jurisdictions appear to require some evidence, beyond a ‘gut feeling,’ that the jury was in fact
    confused to set aside a verdict supported by the evidence.”180
    Under Delaware law, quantum meruit “allows a party to recover the reasonable value
    of his or her services . . . .”181 We agree with NGL that the quantum meruit damages line—
    read in isolation—asked the jury the only question that mattered to determine LCT’s
    damages. “What do you find to have been the fair value of the services that LCT provided
    to NGL?”182 Nonetheless, we do not think that the Superior Court abused its discretion by
    holding that providing the jury with two damages lines for a single theory of damages
    confused the jury and muddied both the quantum meruit and fraud awards. Presented with
    two different damages lines, the jury may have inferred that it was supposed to split a single
    damages award between the quantum meruit and fraudulent misrepresentation claims.
    For example, NGL provided expert testimony that the standard investment banking
    fee for the TransMontaigne acquisition would have been between $1 to $4 million.183 In
    addition to contesting fraud liability, NGL’s closing argument relied heavily on its expert’s
    A.2d 458, 465 (Del. 1979) (holding that the trial court should not set aside the jury’s verdict “unless
    . . . a reasonable jury could not have reached the result.”).
    179
    Reinco, 
    906 A.2d at
    110 n.15.
    180
    
    Id.
    181
    Petrosky v. Peterson, 
    859 A.2d 77
    , 79 (Del. 2004).
    182
    A1338.
    183
    See, e.g., B2395-401; B1546-52.
    39
    testimony that LCT provided standard investment banking services worth a standard fee of
    $1 to $4 million.184 The jury’s $4 million quantum meruit award fell within this range.
    On the other hand, the jury was presented with competing evidence suggesting that
    LCT provided unusually valuable services related to the acquisition. Most notably, before
    the fog of litigation NGL’s CEO Krimbill asked that NGL’s stockholders approve a
    compensation arrangement with LCT that would “equate[] to a $29 million success fee.”
    Acknowledging that this fee “appears high compared to a typical 1%-2% investment banker
    success fee,” Krimbill explained,
    We are looking at the fee from the perspective of the value
    created to the NGL General Partner and the very attractive
    purchase price of $200 million. LCT was able to get [Morgan
    Stanley] to deal directly with NGL outside of an auction process
    which may have saved us tens of millions of dollars. Other
    potential buyers . . . were estimated to be offering $450 million,
    per the Wall Street Journal.
    ....
    . . . I feel this is a fair arrangement, although seemingly
    expensive, as we never would have had this opportunity at our
    price without LCT bringing it to us.185
    Krimbill also wrote that “[t]he value created for the NGL General Partner from this
    transaction is approximately $500 million,”186 a large gain on a $200 million acquisition.
    184
    See, e.g., B2562-63, at 65:22-66:5 (“[Y]ou’ll hear it some more from me in a bit – about
    customary investment banking fees; it’s point five to two percent. On two hundred million, it gets
    you to four million dollars. . . . LCT wants almost thirty percent of the transaction value. It makes
    no sense. It has no perspective. Thirty percent.”).
    185
    A236-37.
    186
    A236.
    40
    By NGL’s own admission, the $29 million success fee that Krimbill proposed was more than
    ten times larger than the standard investment banking fee.187 LCT’s closing argument relied
    heavily on Krimbill’s October 2014 letter to establish the reasonable value of LCT’s
    services.188
    With this evidence in mind, we do not think that the Superior Court abused its
    discretion concluding that the dual damages lines confused the jury, requiring a new trial on
    damages. The record supports the court’s conclusion that the jury could have found that LCT
    provided services worth more than the standard investment banking fee but inferred that it
    was supposed to spread that single award across the two different damages lines. Thus, the
    quantum meruit damages award may have compensated LCT for the baseline value of its
    investment banking services, and the fraudulent misrepresentation damages award may have
    compensated LCT for the extraordinary services that it provided unique to the
    TransMontaigne acquisition. If this occurred, it would be necessary to add both awards to
    capture the full value that the jury placed on LCT’s uncompensated work.
    187
    See, e.g., Answering Br. 50 (“Having been properly instructed on quantum meruit damages, the
    jury determined that the value of LCT’s services was $4 million after considering seven days of trial
    focused on this precise question, including testimony from NGL’s damages expert that a reasonable
    fee for the type of services LCT provided is .5%-2% of the deal price, or $1-$4 million . . . .”).
    188
    See, e.g., B2543-44, at 46:19-47:4 (“You may remember from Mr. Krimbill’s October 24th letter,
    he adds twenty-nine. He doesn’t break it out in the letter, but what he obviously is referring to is the
    value of the two percent interest and the value at the time of the three percent option, assuming an
    exercise price at a seven hundred million dollar valuation, and a[n] overall valuation of the NGL
    General Partner at one billion. So that’s twenty-nine.”).
    41
    Further, the Superior Court provided the jury with minimal guidance regarding how
    to measure fraud damages, instructing the jury that if LCT proved the elements of fraud,
    “you should determine the damages that LCT suffered that are the direct result of the false
    representations.”189 The lack of specific instructions regarding how to measure fraud
    damages makes it all but impossible to determine, in retrospect, whether the $29 million
    award was impermissible benefit-of-the-bargain damages, compensation for LCT’s
    extraordinary services, or something else.
    We do not mean to express certainty that the jury was so confused. It is also possible
    that the jury found that the fair value of LCT’s services was $4 million, and the $29 million
    fraud award solely reflected impermissible benefit-of-the-bargain damages. Nonetheless,
    given the deferential standard of review, and the risk of confusion unique to this case, we do
    not think that the Superior Court abused its discretion by holding that providing the jury with
    dual damages lines for a unitary theory of damages was confusing and irreparably muddied
    the jury’s quantum meruit award. At this juncture, there is no satisfactory way to determine
    whether the dual damages lines confused the jury.
    Accordingly, we affirm the Superior Court’s order requiring a new trial to determine
    quantum meruit damages.
    189
    A1323 (jury instructions sheet); see also B2624, at 127:17-20 (transcript of court’s oral jury
    instructions) (same).
    42
    3.      LCT’s other arguments regarding the quantum meruit award fail
    LCT’s also raises two new issues related to the quantum meruit verdict. First, LCT
    argues that “[t]he quantum meruit jury instruction improperly precluded the use of ‘value
    created’ . . . to determine LCT’s compensation . . . .”190 We reject this argument on waiver
    grounds. LCT waited to include this argument in its reply brief,191 but this is a legal issue
    “which should have been included in a full and fair opening brief.”192 Further, LCT failed
    to object to the quantum meruit damages instruction on this basis below.193 Therefore, we
    hold that LCT has waived this issue on appeal.194
    Second, LCT suggests—in a footnote—that NGL’s request for interlocutory appeal
    did not properly raise a challenge to the Superior Court’s decision to set aside the jury’s
    quantum meruit award.195 We reject this argument. As we recognized in the Order accepting
    this interlocutory appeal, “NGL sought certification of the Superior Court’s setting aside of
    the $4 million quantum meruit verdict . . . .”196 Thus, NGL properly raised the issue.
    190
    Reply Br. 34.
    191
    Compare Opening Br. (not raising this issue) with Reply Br. (raising this issue).
    192
    Supr. Ct. R. 14(c)(i); see also Roca v. E.I. du Pont de Nemours and Co., 
    842 A.2d 1238
    , 1242-
    43 (Del. 2004) (holding that the appellant “abandoned and waived [an] issue in his appeal . . . by
    raising it for the first time at oral argument”) (citation omitted); Cannon v. State, 
    947 A.2d 1120
    ,
    
    2008 WL 1960131
    , at *2 (Del. May 6, 2008) (Table) (“[W]e have held that the ‘failure of [an]
    appellant to present and argue a legal issue in the text of an opening brief constitutes a waiver of that
    claim on appeal.’” (quoting Roca, 
    842 A.2d at 1242-43
    )).
    193
    See A1310-12.
    194
    See Roca, 
    842 A.2d at
    1243
    195
    
    Id.
     at 32 n.11.
    196
    Ex. C to Opening Br. 3.
    43
    IV.   CONCLUSION
    For the reasons provided above, the Superior Court’s December 5, 2019
    Memorandum Opinion is AFFIRMED IN PART and REVERSED IN PART.
    44
    VAUGHN, Justice, dissenting in part:
    I agree with the Court’s decision that the plaintiff’s fraud claim fails because the
    plaintiff was not able to offer any evidence of damages that were proximately caused by
    fraud.
    The defendants have cross-appealed, contending the trial court committed error by
    ordering a new trial on damages on the quantum meruit claim. I write this partial dissent
    because I think the defendants are correct.
    The plaintiff began its closing argument at trial by discussing the quantum meruit
    claim and the measure of the reasonable value of the plaintiff’s services. Early in the closing,
    plaintiff’s counsel discussed Mr. Krimbill’s letter of October 24, 2014, which contained a
    $29 million figure:
    Slide, please.
    Going back to Mr. Krimbill’s October 24th letter, in the sixth
    paragraph, Mr. Krimbill said:
    “This equates to a twenty-nine million dollar success fee, which
    appears to be high compared to a typical one-percent-to-two
    percent investment bankers success fee.”
    We will get to this in a minute.
    We are looking at the fee from the perspective of the value
    created in the NGL General Partner and the very attractive
    purchase price of two hundred million.197
    197
    B2514.
    45
    As he continued to develop his argument for damages for the reasonable value of the
    plaintiff’s services under the quantum meruit claim, plaintiff’s counsel also discussed $43.8
    million, which is the amount Mr. Talarico thought he had been promised. He wound up his
    quantum meruit argument by saying that the reasonable value of the plaintiff’s services was
    one or the other of those two figures, to be decided by the jury in its discretion:
    So the crux of the dispute that you need to figure out is the range
    between twenty-nine million dollar valuation, which NGL has
    proposed, and the forty-three point eight million dollar valuation
    that LCT Capital believed and agreed to.
    This comes down to a credibility determination.
    Mr. Krimbill believes it’s twenty-nine million. That’s what he
    believed then. That’s what he said now.
    LCT Capital believes it’s forty-three point eight million.198
    Plaintiff’s counsel then discussed the fraud claim, rather briefly in comparison to the
    discussion of the quantum meruit claim, without making any mention of separate damages
    in connection with that claim.
    In the defense closing, counsel argued that the plaintiff’s numbers bore no relationship
    to the value of the plaintiff’s services and, relying upon the testimony of a defense expert,
    Mr. Keller, argued that the reasonable value of the plaintiff’s services was a range of $1.5
    million to $4 million:
    198
    B2544.
    46
    We believe that the value of the services here falls within the fee
    grid that is customarily and well-recognized in this industry.
    That’s .5 percent to 2 percent.
    It’s a $1.5 million to $4 million swing. That’s a lot of money.
    Those are the parameters that apply.
    There’s been zippo evidence that any work exceeded those
    parameters.199
    Defense counsel also argued generally that his clients had not committed fraud.
    In his instructions, the trial judge clearly explained to the jury that two, separate claims
    were involved:
    LCT’s claims against NGL, are for (1) quantum meruit for the
    value of the services it alleges it provided to NGL in connection
    with the TransMontaigne acquisition; and (2) fraudulent
    misrepresentation based on an alleged false representation made
    by Michael Krimbill, NGL’s CEO, relating to the fee for the
    work performed by LCT.200
    The trial judge then went on to give separate instructions on quantum meruit and
    fraud, including the damages recoverable under each claim.
    There is nothing wrong with the verdict sheet the jury was given. It gave the jury a
    damages line to state its damages verdict on the quantum meruit claim and a separate line to
    state its damages verdict on the fraud claim, if the jury found fraud. A quantum meruit claim
    and a fraud claim are separate claims involving different facts and different legal injuries.
    They are not duplicative. Where, as here, two claims are separate and not duplicative, I think
    199
    B2602-03.
    200
    A1319.
    47
    all parties are entitled to have the jury consider each claim separately and render a separate
    damages verdict as to each. The parties need separately stated awards in order to be able to
    assess whether they think each damage award is supported by the evidence, or whether a
    post-trial motion is appropriate. I have never heard of trying two separate, nonduplicative
    claims before a jury and asking the jury to return its verdict as a single damages figure for
    both claims. The fact that a plaintiff decides for strategic or other reasons to present a so-
    called unitary damages theory where two separate claims are asserted does not change these
    principles.
    It is obvious to me from the jury’s verdict on the quantum meruit claim that it rejected
    the plaintiff’s unitary damages approach and accepted the defense expert’s opinion that the
    reasonable value of the plaintiff’s services was the $4 million at the upper end of the range
    given by the defense expert.
    During his closing, plaintiff’s counsel argued that the reasonable value of LCT’s
    services included value created in NGL by the transaction. Examples of this point are
    footnoted below.201 The quantum meruit instruction, however, informed the jurors that they
    201
    “We are looking at the fee from the perspective of the value created in the NGL General Partner and the
    very attractive purchase price of two hundred million.” B2514. “I recognize working capital can be a difficult
    subject to understand. We hope we provided you with some information at trial. The critical thing here is
    that it provided an enormous value to NGL.” B2516. “NGL proposed a success fee at the time of twenty
    nine million dollars.” B2527. “LCT also thought it had agreed on an appropriate success fee.” B2528. “Mr.
    Krimbill has changed his story on three critical issues here. A standard fee, the options and the taxes. On the
    first, on the standard fee, at the time he said the standard fee is inappropriate, it should be twenty nine million
    success fee.” B2545.
    48
    were not to consider value created by the successful completion of the transaction. The
    instruction stated:
    The value of LCT’s services under quantum meruit is not
    measured by any value created after NGL’s acquisition of
    TransMontaigne. Instead, the standard for measuring the value
    of LCT’s services under quantum meruit is the reasonable value
    of the services at the time they were provided.202
    Given this instruction, it is not surprising to me that the jury would reject the plaintiff’s
    argument that it should award the large “value created” or “success fee” that LCT sought,
    and, instead, accept the testimony of the defense expert.
    The verdict sheet asked the jury whether the damages it found for quantum meruit
    were the same as the damages it found for fraud. The jury answered no. That answer is
    correct as there is no relationship between the $4 million figure it awarded for quantum
    meruit and the $29 million figure it awarded for fraud.
    The jury was not confused. It knew what it was doing. Its quantum meruit damages
    award complied with the trial judge’s instructions and is supported by the evidence. I would
    reverse the Superior Court’s decision to order a new trial on damages on the quantum meruit
    claim.
    202
    A1320-21.
    49