Joseph Balsamo v. Balsamo & Norino Properties, LLC ( 2021 )

COURT OF CHANCERY
OF THE
SAM GLASSCOCK III
VICE CHANCELLOR
STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE
34 THE CIRCLE
GEORGETOWN, DELAWARE 19947
Charles T. Armbruster, III, Esq. Brian J. McLaughlin, Esq.
TOMASETTI LAW, LLC OFFIT KURMAN
1100 Coastal Highway, Unit 3 222 Delaware Avenue, Suite 1105
Fenwick Island, DE 19944 Wilmington, DE 19801
Mark F. Dunkle, Esq.
PARKOWSKI, GUERKE & SWAYZE,
P.A.
116 West Water Street
P.O. Box 598
Dover, DE 19903-0598
RE: Joseph Balsamo v. Balsamo & Norino Properties, LLC, et al.,
C.A. No. 2019-0391-SG
Submitted: February 16, 2021
Decided: February 18, 2021
Dear Counsel:
I have Joseph Balsamo’s Motion for Leave to Amend the Verified Complaint
(the “Motion”) pursuant to Court of Chancery Rule 15(a).1 Motions under Rule
15(a) are granted freely in the interests of justice. 2 However, where an amendment
would be futile, justice does not support an amendment. 3
1
Dkt. No 65 [hereinafter “the Motion”].
2
Del. Ct. Ch. R. 15(a).
3
Lyons Ins. Agency Inc. v. Wilson, 2018 WL 481641, at *2 (Del. Ch. Jan. 19, 2018).
Here, the amendment attempts to plead promissory estoppel as an alternative
to contract. The elements of promissory estoppel are: (1) a promise; (2) that the
promisor expected to induce action or forbearance on the part of the promisee; (3)
that the promisee relied on the promise and acted to his detriment; and (4) that equity
requires that the promise be enforced. 4 Here, I find the amendment would be futile
because the Plaintiff is unable to plead that he took an action to his detriment.
The brief in support of the Motion notes that the Complaint alleges that,
“[a]fter submitting the LOI to BNP, Mr. Balsamo provided his Delaware real estate
attorney with a $5,000 deposit . . .” for the properties at issue. 5 This is the sole
instance of detrimental reliance asserted by Mr. Balsamo. Providing a deposit to
one’s own agent, however, is not detrimental and cannot form the basis of the
requisite detrimental reliance element of promissory estoppel.
Because the proposed amendment would be futile, the motion to amend is
DENIED.
IT IS SO ORDERED.
Sincerely,
/s/ Sam Glasscock III
Sam Glasscock III
cc: All counsel of record (by File & ServeXpress)
4
Lord v. Souder, 748 A.2d 393, 399 (Del. 2000).
5
The Motion ¶ 21.
2