Warren v. Williamson

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
SELENA E. MOLINA LEONARD L. WILLIAMS JUSTICE CENTER
MASTER IN CHANCERY 500 NORTH KING STREET, SUITE 11400
WILMINGTON, DE 19801-3734
Final Report: July 29, 2022
Date Submitted: April 19, 2022
Ross C. Karsnitz, Esquire Paul G. Enterline, Esquire
David C. Hutt, Esquire Paul G. Enterline, Attorney at Law
Morris James Wilson 113 S. Race Street
Halbrook & Bayard LLP Georgetown, DE 19947
107 W. Market Street
Georgetown, DE 19947
Dean A. Campbell, Esquire Jessie R. Benavides, Esquire
The Law Office of Dean A. Campbell, LLC Parkowski, Guerke & Swayze, P.A
110 W. Pine Street 116 W. Water Street
Georgetown, DE 19947 Dover, DE 19903
Richard E. Berl, Jr., Esquire
Hudson, Jones, Jaywork & Fisher, LLC
34382 Carpenter’s Way, Suite 3
Lewes, DE 19958
Re: Warren, et al. v. Williamson, et al.
C.A. No. 2018-0609-SEM
Dear Counsel:
Pending before me is a contested motion to intervene in a partition action.
There is no dispute that the moving parties have an interest in the property at issue.
The only dispute is timeliness—whether the moving parties sat on their rights and
waited too long to move to intervene. I find they did not. Although the motion
comes years into this litigation, it is not untimely under the totality of the
C.A. No. 2018-0609-SEM
July 29, 2022
Page 2 of 11
circumstances. I recommend the motion be granted and the moving parties be joined
as respondents. This is my final report.
I. BACKGROUND1
This dispute concerns property owned by the late Addie Hester Revell (the
“Decedent”), who passed on January 20, 1988.2 The Decedent was survived by her
four children, Vivian Leifert, Nina Warren, Jewel Preston Revel, and Hugh Revell
(together, the “Revell Heirs”) and passed intestate, without a will.3 Thus, the
Decedent’s real property of approximately 50 acres of land in Sussex County (the
“Property”) passed in equal shares to the Revell Heirs.4
Since the Decedent’s death, the Revell Heirs have taken steps to subdivide the
Property and separate their joint interests. The first division was in 1999, when a
one-acre parcel, labeled “Parcel 6.04,” was taken from the whole and devised to
Nina Warren and Judy Timmons.5 Then in 2007, the Revell Heirs, or some subset
of them, hired Coast Survey, Inc. to subdivide the Property further into what is now
1
The facts in this report are taken from the parties’ pleadings, specifically the petition, the answers,
the counterclaim, and the answer to the counterclaim. See Docket Items (“D.I”) 1, 15, 16, 19. It
has also been represented that as far back as the 1940s, the family involved in this action has
spelled their last name two different ways, Revel and Revell. D.I. 1 n. 1. I endeavor to use each
individual’s preferred spelling of their last name, despite my typical preference for internal
consistency in my reports.
2
D.I. 1 ¶ 12.
3
Id. ¶ 13.
4
Id. ¶ 15. The Property now consists of six Sussex County tax parcels, referred to as “the East
Parcel,” “Parcel 6.00,” “Parcel 6.01,” “Parcel 6.02,” “Parcel 6.03,” and “Parcel 6.04.” Id.
5
Id. ¶ 17.
C.A. No. 2018-0609-SEM
July 29, 2022
Page 3 of 11
known as “Parcel 6.00,” “Parcel 6.01,” “Parcel 6.02,” and “Parcel 6.03,” leaving a
portion undivided (the “East Parcel”).6 Coast Survey, Inc. prepared a subdivision
plot, dividing the Property accordingly.7 But, in dispute, is whether the Revell Heirs
agreed that the four divided parcels (excluding the East Parcel) would each be
conveyed to one of the Revell Heirs (the “2007 Agreement”).8
The Revell Heirs took steps toward completing the 2007 Agreement, to the
extent it was ever reached, but it was never fully consummated. It appears, only
Parcel 6.01 was conveyed as contemplated—it was deeded to Nina Warren and Judy
Timmons on March 24, 2007.9 And, although an attorney prepared deeds for the
remaining parcels, disputes arose, and the deeds were never signed.10
This limbo period lasted for several years. In the interim, still without final
resolution on the remaining parcels, two of the Revell Heirs passed. Hugh Revell
died intestate on June 17, 2009, survived by his wife and five children (the “Hugh
Heirs”).11 Jewel Preston Revel died on July 9, 2017, survived by two heirs, Ricky
Preston Revel and Ruby Revel Williamson.12 Jewel Preston Revel also had two
6
Id. ¶ 19. The answer contends that Coast Survey, Inc. may have been hired by only one of the
Revell Heirs. D. I. 15 ¶ 19.
7
D.I. 1 ¶ 21.
8
The Petitioners pled the existence of the 2007 Agreement. Id. ¶¶ 23-25. The Respondents deny
that the 2007 Agreement was ever reached. D.I. 15 ¶ 25.
9
D.I. 1 ¶ 27.
10
Id. ¶ 29.
11
Id. ¶ 13.
12
Id. ¶ 14.
C.A. No. 2018-0609-SEM
July 29, 2022
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children, Star Ann VanVorst and Ray Revel, who predeceased him.13 Jackson
VanVorst and James VanVorst (together, the “Intervenors”) are the heirs of Star Ann
VanVorst.14
The parties in this case are the Decedent’s descendants. The Decedent’s
surviving children, Vivian Leifert and Nina Warren, initiated this action, joined by
Ms. Warren’s granddaughter Tracy Legates and Jewel Preston Revel’s son, Ricky
Preston Revel (the “Petitioners”).15 Through their petition filed nearly four (4) years
ago, the Petitioners seek to enforce the 2007 Agreement and partition the remaining
East Parcel by sale. Therein named as respondents are Ruby Revel Williamson, the
other heir of Jewel Preston Revel, and the Hugh Heirs (the “Respondents”). The
Respondents contest the existence of the 2007 Agreement and seek partition of the
Property in kind.16
13
Id. n. 2.
14
Although designated as heirs of Star Ann VanVorst’s estate, it appears the Intervenors were
excluded from inheriting an interest Jewel Preston Revel’s estate because Star Ann VanVorst
predeceased her father and his will, it appears, excluded pre-deceased heirs. Id. The Intervenors
indicated that they would challenge this provision of Jewel Preston Revel’s will, but no such
challenge was ever filed. Id.
15
A suggestion of death was filed on May 17, 2022, for Nina Warren, who died on April 21, 2022.
D. I. 42. Tracy Legates is Ms. Warren’s intestate heir and is already amongst the Petitioners. Id.
16
D.I. 15 ¶ 48. On November 29, 2018, the Respondents, other than Ms. Williamson, filed an
answer and counterclaim, seeking an accounting for funds in an account established by the Revell
Heirs for income generated by the Property. D.I. 15. The Petitioners filed an answer to the
counterclaim on December 17, 2018. D.I. 19. Ms. Williamson filed her own answer on November
30, 2018, which did not contain any counterclaims. D.I. 16.
C.A. No. 2018-0609-SEM
July 29, 2022
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Originally assigned to Master Griffin, this action was scheduled for trial in
December 2019, but the parties agreed to settled the matter at mediation.17 The
parties executed a settlement agreement on November 21, 2019 (the “Settlement
Agreement”).18 The Settlement Agreement called for a portion of the Property to be
sold and for the net proceeds to be distributed amongst the parties.19 This litigation
was then stayed, pending performance of the Settlement Agreement.20
For the next year and a half, the docket remained quiet. On May 28, 2021,
Master Griffin requested a status report from counsel.21 Counsel for the Petitioners
responded on June 8, 2021, informing Master Griffin that before closing on the
contemplated sale a title issue arose.22 Counsel sent another letter on January 6,
2022, identifying the Intervenors as parties potentially having an interest in the
Property, because they are the great-grandchildren of the Decedent and their direct
ascendants have all passed.23
17
D.I. 18.
18
D.I. 24.
19
Id.
20
D.I. 26.
21
D.I. 27.
22
D.I. 28. Counsel stated that Ruby Revel Williamson would make a filing with the
Court to help resolve the title issue, but no such filing was ever made. Id.
23
D.I. 29. Counsel for the Petitioners requested that the Intervenors’ counsel advise
him of the Intervenors position by January 20, 2022. Id.
C.A. No. 2018-0609-SEM
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On January 26, 2022, Ms. Williamson, one of the Respondents, filed a motion
to dismiss for failure to join the Intervenors as indispensable parties. 24 The
Intervenors moved to intervene shortly thereafter on February 28, 2022 (the
“Motion”).25 The next day, Ms. Williamson withdrew her motion to dismiss, and
this action was reassigned to me.26
I am now called upon to address the Motion. The Petitioners have no
objection and agree that the Intervenors should be joined as additional respondents.27
But Ms. Williamson opposes the Motion.28 Despite her previous motion asserting
that this case could not be justly adjudicated without the Intervenors, Ms.
Williamson argues the Intervenors should not be permitted to join as respondents
because the Motion was untimely and intervention would be prejudicial to the
original parties and Ms. Williamson, particularly.29 The Motion was fully briefed
on April 19, 2022, and taken under advisement.30
II. ANALYSIS
Under Court of Chancery Rule 24(a):
24
D.I. 30.
25
D.I. 32.
26
D.I. 33-34. Interested parties Carrie Lingo and Michael M. Padgett, the would-be purchasers of
a portion of the Property, also moved to intervene. D.I. 38. The motion was unopposed and granted
on June 1, 2022. D.I. 43-44.
27
D.I. 35.
28
D.I. 36.
29
Id.
30
D.I. 39.
C.A. No. 2018-0609-SEM
July 29, 2022
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Upon timely application anyone shall be permitted to intervene in an
action: (1) When a statute confers an unconditional right to intervene;
or (2) when the applicant claims an interest relating to the property or
transaction which is the subject of the action and the applicant is so
situated that the disposition of the action may as a practical matter
impair or impede the applicant’s ability to protect that interest, unless
the applicant’s interest is adequately represented by existing parties.
The Intervenors claim an interest in the Property and, despite Ms.
Williamson’s characterization of that interest as “speculative,” there has been no
challenge to the right of the Intervenors to seek intervention. Rather, the only
opposition is whether the Motion was a “timely application.” In determining
whether a motion to intervene is timely, I must consider four factors in the totality
of the circumstances:
(1) the length of time the movant knew or reasonably should have
known of her interest before she petitioned to intervene; (2) prejudice
to the existing parties due to failure to petition for intervention earlier;
(3) the prejudice the movant would suffer if not allowed to intervene;
and (4) the existence of unusual circumstances weighing either for or
against intervention.31
I find these factors support intervention.
Ms. Williamson argues that the Intervenors knew of and sat on their rights for
over three years. She further argues that permitting the Intervenors to join the action
now will invalidate the Settlement Agreement and work a restart of this long-
pending litigation. I disagree. Initially, I find that the Intervenors did not sit on their
31
Shawe v. Elting, 2015 WL 5167835, at *2 (Del. Ch. Sept. 2, 2015).
C.A. No. 2018-0609-SEM
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rights for an unreasonable amount of time. When this action was filed in 2018, the
Intervenors were under the impression that their disinheritance from Jewel Preston
Revel’s will precluded their interest in the Property, although they were exploring
challenging such will. For whatever reason, the Intervenors did not move forward
with that will challenge. It was not until the fall or winter of 2021, when they were
informed of their potential rights by the counsel for prospective purchasers of a
portion of the Property, that the Intervenors began to appreciate that they may have
an interest in the Property under Delaware’s anti-lapse statute, 12 Del. C. § 2313.32
Although the Intervenors do not provide a precise date for when they were
made aware of their interest, the Motion was filed in February of 2022, about three-
four months after the period of “fall or winter of 2021.” Further, the Motion was
filed just over one month after the date by which the Petitioners’ counsel requested
32
D.I. 39 ¶ 6. This argument reminds me of one for equitable tolling, where one assert that they
reasonably relied on a fiduciary and their delay in asserting their rights should be excused until
inquiry notice. See In re Restated Revocable Tr. of Lawrence F. Conlin, 2014 WL 242655, at *5
(Del. Ch. Jan. 21, 2014) (“Under the doctrine of equitable tolling, the statute of limitations is tolled
when the plaintiff ‘reasonably relies on the competence and good faith of a fiduciary.’”) (citation
omitted). Cf. In re Dean Witter P’ship Litig., 1998 WL 442456, at *6 (Del. Ch. July 17, 1998),
aff’d, 725 A.2d 441 (Del. 1999) (“Under the theory of equitable tolling, the statute of limitations
is tolled for claims of wrongful self-dealing, even in the absence of actual fraudulent concealment,
where a plaintiff reasonably relies on the competence and good faith of a fiduciary. Underlying
this doctrine is the idea that ‘even an attentive and diligent [investor] relying, in complete
propriety, upon the good faith of [fiduciaries] may be completely ignorant of transactions that . . .
constitute self-interested acts injurious to the [Partnership].’ This doctrine tolls the limitations
period until an investor knew or had reason to know of the facts constituting the wrong.”) (citations
omitted, alterations in original).
C.A. No. 2018-0609-SEM
July 29, 2022
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that the Intervenors clarify their position. Neither of these time periods are
unreasonable or grounds to find the Motion is untimely.33
Turning to the second factor, prejudice to the existing parties, Ms. Williamson
asserts that she will be prejudiced because her share of the Property will be reduced,
and that intervention would void the Settlement Agreement. The Intervenors
respond that they do not seek to disrupt the Settlement Agreement, rather they wish
to receive their proper share under the Settlement Agreement. Although their
involvement may well reduce Ms. Williamson’s share, the prejudice to the
Intervenors in being excluded from this action (the third factor) outweighs that to
Ms. Williamson. Absent intervention, the Intervenors may be denied their
proportionate share of the Property.
Lastly, the fourth factor concerns the existence of unusual circumstances
weighing for or against intervention. This action has been pending since 2018, but
has largely sat dormant as the parties worked to settle their disputes and consummate
the Settlement Agreement. Unfortunately, the Settlement Agreement cannot be
consummated without the involvement of the Intervenors. The party opposing
intervention, Ms. Williamson, acknowledged as much in her motion to dismiss,
33
See Carlyle Inv. Mgmt. L.L.C. v. Moonmouth Co. S.A., 2015 WL 778846, at *5 (Del. Ch. Feb.
24, 2015) (“The cases finding untimeliness or expressing serious concern about unwarranted delay
involved delays of between five and twelve months.”).
C.A. No. 2018-0609-SEM
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where she argued the Intervenors were necessary and indispensable parties. There
Ms. Williamson sought to dismiss this action and invalidate the Settlement
Agreement in the Intervenors’ absence. Then, when the Intervenors sought to join
this action, Ms. Williamson argued she would be prejudiced by intervention, arguing
the Intervenors would work an invalidation of the Settlement Agreement. This is an
unusual and rapid change of position. And Ms. Williamson’s timeliness arguments
fail to acknowledge that, either way, the Property cannot be partitioned without the
Intervenors’ involvement. The totality of the circumstances support intervention.
III. CONCLUSION
For the above reasons, I find that the Motion was timely and should be
granted. Timeliness requires more than a simplistic look at the date an action is
commenced versus the date intervention is sought. Context is important and, here,
context makes clear that (1) the Intervenors did not unnecessarily delay in asserting
their newly discovered interest, (2) the potential prejudice to the Intervenors
outweighs that of the objecting party, and (3) the totality of the circumstances
surrounding the request weigh in favor of intervention.
This is my final report and exceptions may be filed under Court of Chancery
Rule 144.
C.A. No. 2018-0609-SEM
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Respectfully submitted,
/s/ Selena E. Molina
Master in Chancery