Andrea C. Beck v. John A. Greim c/o Bombay Woods Maintenance Corp.

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
KIM E. AYVAZIAN CHANCERY COURTHOUSE
MASTER IN CHANCERY 34 The Circle
GEORGETOWN, DELAWARE 19947
AND
NEW CASTLE COUNTY COURTHOUSE
500 NORTH KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19980-3734
February 22, 2016
Andrea C. Beck
260 Golden Plover Drive
Smyrna, DE 19977
Brian Thomas McNelis, Esquire
Young & McNelis
300 South State Street
Dover, DE 19901
RE: Andrea C. Beck v. John A. Greim c/o Bombay Woods Maintenance Corp.
C.A. No. 10223-MA
Dear Counsel and Ms. Beck:
Pending before me is Plaintiff Andrea Beck’s pro se Motion for Contempt to
Enforce a Court Order and Respondent John A. Greim’s response to the motion.
In his response, Greim also requests an office conference to review Ms. Beck’s
pending requests and subpoenas to clarify their relevance to any claims Ms. Beck
make or may not be making.
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According to her complaint filed on October 19, 2014,1 Ms. Beck is seeking
a cease and desist order under 11 Del. C. § 2308 to stop alleged harassment and
hate crimes by Respondent against her, and to enforce the deed restrictions, by-
laws, and the certificate of incorporation of the Bombay Woods Maintenance
Corporation (hereinafter “the Corporation”) in the community known as Bombay
Woods in Smyrna, Delaware. After I approved her application to proceed in forma
pauperis,2 Ms. Beck began requesting numerous records subpoenas to be issued.3
After Respondent objected to a subpoena for accounting records, tax records, and
insurance records of the Corporation, Ms. Beck filed her pending motion.
In response to Respondent’s request for an office conference, Ms. Beck
submitted a letter summarizing the issues she wanted to be considered during the
conference, and stating the reasons for her subpoenas and for seeking equitable
relief from this Court. As stated in her letter dated October 26, 2015, 4 Ms. Beck is
seeking records:
to support my claim in this case, in that: Mr. Greim and Appointees are
responsible for the damages of this corporation in their breach of fiduciary
duties and mismanagement of the corporation, violating the members. And,
the personal violations toward the plaintiff in hate campaigns, (and slander),
Mr. Greim and Appointees have and continue to conduct.
Ms Beck further stated that her intent is:
1
Docket Item (“DI”) 1.
2
DI 34.
3
DI 36, 37, 42, 43.
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to uphold the true legal parameters of Bombay Woods Maintenance
Corporations’ [sic] Charter and its purpose of operations, while protecting
all members of any costs affiliated with this legal action, due to numerous
violations by Mr. Greim and Appointees. And I am holding these
individuals personally responsible for their decisions and actions.5
Ms. Beck initially certified her complaint as a deed restriction case under 10
Del. C. § 348.6 As this litigation has progressed, however, it is clear that this
complaint is not a true deed restriction case. Instead, it is a purported derivative
action on behalf of the Bombay Woods Maintenance Corporation against the
President of its Board of Directors, John A. Greim, for alleged corporate
misconduct. According to an exhibit attached to her complaint, Ms. Beck was
once a member of the Board of Directors of the Corporation, but was removed by
the other two directors, one of whom was Greim.
A corporation may appear in this Court as a party only if represented by
competent counsel.7 Likewise, as a derivative plaintiff seeking to enforce a right
of a corporation, Ms. Beck must be represented by counsel.8 It is now apparent to
4
DI 59.
5
DI 59.
6
DI 1.
7
Pinnavaia v. J.P. Morgan Chase and Co., C.A. No. 11231-ML (VCN) (Del. Ch.
Sept. 11, 2015) (citing Parfi Hldg. AB v. Mirror Image Internet, Inc., 2006 WL
903578, at *2 (Del. Ch. Apr. 3, 2006)).
8
Id. (citing Pridgen v. Andresen, 113 F.3d 391, 393 (2d Cir. 1997); James v. Daley
& Lewis, 406 F.Supp. 645, 648 (D.Del. 1976)).
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me that Ms. Beck can no longer pursue this litigation as a pro se party.9 Therefore,
I am dismissing Ms. Beck’s in forma pauperis derivative claim and her hate
crimes/harassment claims as legally frivolous under 10 Del. C. § 8803(b).10
I have reviewed the parties’ briefs on the exceptions taken to my draft report
by Petitioner, Andrea Beck. I see no reason to change my recommendation.
Therefore, I am adopting my draft report as my final report. I refer the parties to
Rule 144 to for the process of taking exception to a Master’s Final Report.
Respectfully,
/s/ Kim E. Ayvazian
Kim E. Ayvazian
Master in Chancery
KEA/kekz
9
Morever, even if she were to retain counsel, Ms. Beck’s qualifications and
adequacy to serve as a representative of her fellow stockholders would be subject
to scrutiny. See Pinnavaia, C.A. No. 11231-ML (VCN), citing Donald J. Wolfe,
Jr. and Michael A. Pittenger, Corporate and Commercial Practice in the Delaware
Court of Chancery, § 9.02[b][1], at 9-22 (2014)). It is unlikely that Ms. Beck
would be considered as someone who could fairly and adequately represent the
other members of the community.
10
See Pinnavaia, C.A. No. 11231-ML (VCN). This Court is a court of limited
jurisdiction, and lacks subject matter over criminal matters.
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