CARTER FARM, LLC, a Delaware Limited Liability Co. v. NEW CASTLE COUNTY, a political subdivision of the State of DE

IN THE COURT OF CHANCERY ()F TH'E STATE OF DELAWARE
CARTBR FARM, LLC, a Delaware
Limited Liability Cc)mpany,
Plaintiff,
Cz``vz``l Actic)n No. ]64]-VCG
V.
NEW CASTLE COUNTY, a political
subdivision of the State of Delaware,
Defendant.
\_,/\._/\._./\.,/\.,../\_/‘*-_¢J\@/\-_/\-_/\-_/
MEMQRANDUM OP]NION
Date Subrnitted: july 1, 2014
Date Decided: July 17, 2014
Samuel J. Frabizzic), Wilmington, Delaware, Attorney for the Plaintiff.
Bernard Pepul2004 WL 2290811, at *1 (Del. Ch. June 29, 2004).
7
and cannot rely merely upon allegations in the pleadings or conclusory assertions
in the affidavits."°
III. ANALYSIS
The Defendant seeks to enforce the November 20, 2007 Settlement
Agreement on the basis that no genuine issue of material fact exists that could call
into question the validity of that Agreement. The Plaintiff agrees that the 2007
Settlement Agreement bound the parties at the time it was entered, but contends
that (l) the parties entered into an oral agreement on August ll, 2010 rescinding
the Settlement Agreement, and (2) the parties entered into a new, oral settlement
agreement on August 10, 2012. For the reasons that follow, 1 find that the Plaintiff
has failed to demonstrate the existence of a genuine issue of material fact bearing
on the enforceability of the 2007 Settlement Agreement.
1. The Alleged August l l, 20l0 Agreement to Rescind the 2007
Settlement Agreernent
As noted above, Count IV of the Plaintiff``s Third Amended Complaint seeks
a declaration that on August ll, 2010, the parties entered into an oral agreement to
rescind the 2007 Settleinent Agreement. According to the Plaintiff, "[b]ased on
[negotiations] that occurred between january 4, 20l0, and the August 11, 2010
meeting, the parties had agreed as of that August ll, 2010 meeting that the 2007
Settlement Agreement had been abandoned and the parties would continue
9 Ia’. (interrial quotation iriarks omitted).
negotiations to agree upon all essential terms and conditions of a new
Agreement."l° Despite that bare assertion, the record upon which the Plaintiff
relies overwhelmingly demonstrates that no such agreement was ever reached
Speciflcally, Exhibit 14 to the Plaintiff s Ariswering Brief contains an email
communication from Plaintiff’s counsel, dated August 18, 2010, just one week
after the alleged agreement to rescind. ln that email, Plaintiff’s counsel stated:
At the l\/leeting in your office on August ll, we agreed that you would
promptly send to me a Letter stating that while we continue to work
out the arrangements for the proposed Final Agreement, that based on
the vested rights of Carter Farm, LLC and Country Club Estates
created by the Chancery Court Order that the timeframe for having to
file a Record Plan Submission for Carter Farm will be extended for 18
months beyond s/zs/io.“
The very next day, on August 19, the Defendant responded to Plaintiff’s counsel,
explaining:
We have continued our discussions pursuant to Rule 408 in an
effort to reach a settlement agreement relating to the above legal
action between New Castle County and Carter Farm. You and your
clients have advised the County that the settlement agreement signed
by the parties is no longer economically feasible as a result of the
deep and lengthy recession in the housing industry. You have
requested that the County consider terininciri``ng the agreement and
entering into a new agreement so the project will remain viable for the
benefit of Carter Farm and the citizens of New Castle County. We
have discussed various proposals in an effort to find a solution that
could be fair and beneficial to both Carter Farm and the citizens of
New Castle County.
m Pl.’s Answering Br. at 42-43.
ll Ia’. Ex. 14 (Aug. 18, 2010 email from Plaintiff’ s counsel to Defendant’s counsel).
9
In the absence of the Court’s status quo order Carter Farm’s
deadline for filing its record plan would expire on or about August 23,
20l0. This letter is to confirm the County’s position that in the event
we can agree to terminate the existing agreement and enter into a new
agreement pursuant to the continuation of our Rule 408 settlement
discussions, the County will agree to revise the land use deadlines in
the settlement agreement . . . .]2
As the Defendant made clear in its August 19 letter, it did not believe the 2007
Settlement Agreement had been abandoned; rather, the Defendant anticipated that
the parties might, in the future, agree to terminate the Settlement Agreement. ln
fact, the response of Plaintiff’s counsel, sent by letter the same day, also reflected
the understanding that the Settlement Agreement had not yet been abandoned,
noting that:
[It] may be in our mutual best interest that your Letter [memorializing
the parties’ agreement to extend the deadline for submission of a
record plan] be revised merely to reference after the first sentence in
the third paragraph on page 1 that it is the intention of the parties that
'when the existing Settlement Agreen'ieiii is terminated and the parties
enter into a new Agreement that Carter Farm will then submit a
Revised Preliminary Plan and that based on the vested rights claim
asserted in the Court’s Srarns Qno Order, that Carter Farm will revise,
process and submit its Record Plan not later than 18 months after the
date of submission of the Revised Preliminary Plan.w
lt is clear from that letter that Plaintiff s counsel himself did not believe, at that
time, that the parties had entered into a binding agreement to rescind the 2007
Settlement Agreement, just eight days prior. ln fact, that understanding is
'2 Ia'. (Aug. 19, 2010 letter from Defendant’s counsel to Plaintiff``s counsel) (einphasis added).
13 Id, (Aug. 19, 2010 letter from Plaintiff s counsel to Defendant’s counsel) (e1nphasis added).
10
reinforced by Plaintiff’s counsel’s inclusion of the following provision in a
February 2011 proposed settlement agreernent, not subsequently entered:
Upon the approval of this Agreement by New Castle County Council
and the execution of same by the Parties, the SET"I``LEMENT
AGREEMENT dated Novernber 20, 2007 by and between Carter
Farm and the County shall be deemed to be legally terminated and
VOID for all purposes.ll
Thus, the record indicates that even as late as February 2011, the parties considered
the 2007 Settlement Agreement binding
Although it is clear from these communications that both parties agreed,
even after the August 11, 2010 rneeting, that the 2007 Settlement Agreement
remained in effect, the Plaintiff contends that whether the parties in fact rescinded
the Settlement Agreement at the August ll, 2010 meeting is a triable issue of fact
that cannot be resolved on this Motion. In support of that contention, the Plaintiff
submits affidavits from Louis J. Capano, F. Th0mas Prusak, J``ohn l\/I. Thaeder, and
David M. Cu1ver. I have carefully considered those affidavits, which reiy solely
on conclusory statementsl$ and statements of fact by persons without personal
14 Def.’s Reply Br. EX. 34 (Wilson Aff.) at EX. 12, Art. 1 (Feb. 24, 2011 email from Plaintiff s
counsel to Defendant’s counsel attaching proposed settlement agreement) (emphasis added).
15 See, e.g., Capano Aff. at 11 5 ("Based on the discussions/negotiations that occurred between the
parties as outlined in the Carter Far1n Opening Brief filed with this Court on March 26, 2014, 1
considered the 2007 Settlement Agreeinent terminated for all purposes as of August 11,
2010. . . . Based on representations made at several of the meetings between January 4, 2010
and August 11, 2010 by Gregg E. Wilson, Esquire, it is my understanding the County had agreed
that the 2007 Settlement Agreeinent had been tenninated as of August 11, 2010 and that Gregg
E. Wilson had full power and authority on behalf of the County to represent that as the decision
of the County.").
11
16
knowledge of those facts. The affidavits do not contain any statements of fact
regarding the Defendant’s objective manifestations of assent at either the August
ll, 2010 meeting or August 10, 2012 meeting. As noted above, on a motion for
summary judgment, a party may not "rely merely upon . . . conclusory assertions in
the affidavits"]l to create an issue of material fact.
Further, when asked what evidence Plaintiff``s counsel could present at trial
to challenge the clear evidence already presented, counsel equivocated:
THE COURT: So it’s clear that the County didn’t consider that it had
reached an agreement to rescind the 2007 Settlement Agreement at the
meeting that you claim is when that resulted.
MR. FRABIZZIO: Your Honor, obviously that’s the position of the
County. The County contends.
THE COURT: lt’s a letter that reflects the state of mind of the
County.
l\/IR. FRABIZZIO: 1 understand, Your Honor.
"I``HE COURT: You think the County-is it your position that the
County reached an agreement to terminate the Settlement Agreernent
in 2010, but then a few days later wrote a letter saying "we haven’t
reached an agreement," and if it is, why would they do such a thing?
MR. FRABIZZIO: Your Honor, 1 have no idea why the County
would do such a thing, but the point of fact is it’s our position that the
w See, e.g., l’rusak Aff. at ‘i] 9 ("Based on my attendance at some of the rneetings and my
engagement on behalf of the Owner together with the Owner’s legal counsel with the County
Representatives, between the meeting of l\/lay 20, 2010 and the August 1 1, 2010 meeting, l caine
to understand that the Owner and the County had agreed to the following . . . .").
17 lzqaierclo v. Sz'll.s', 2004 WL 22908l1, at *l (Del. Ch. june 29, 2004) (internal quotation marks
omitted).
l2
parties did, in fact, orally agree to abandon the 2007 Settlement
Agreement as of August l l, 2010.
THE COURT: ls that what you’re going to testify to?lg
MR. FRABlZZlO: Whatever l\/lr. Wilson may have put in a
subsequent letter, l can’t account for that.
THE COURT: ls that what you’re going to testify to at the hearing‘?
That someone at the County said "yes, we agree to terminate the 2007
Settlement Agreement as of this meeting"?
MR. FRABIZZIO: That’s our position, Your Honor.
THE COURT: I asked you what you’re going to testify to.
l\/IR. FRABIZZIO: 'l``hat’s my position, Your Honor, yes.w
Because counsel would not proffer any evidence#including his own testimony-
that would call into question the contemporaneous positions of the parties just days
after entering the alleged oral agreement to rescind the 2007 Settlement
Agreement, 1 find that no genuine issue of material fact exists as to whether the
parties entered an agreement to rescind on that date; rather, l find that the
Defendant has demonstrated that the parties did not enter into such an agreement
on August 11, 2010. As a result, 1 grant the Defendant’s Motion as to Count lV.
13 At oral argument, l questioned Plaintiff s counsel about who intended to testify if this action
went forward to trial. Counsel confirmed that he would be the source of testimony, and
acknowledged that he would be required to withdraw from representing the Plaintiff at that time.
‘9 oral Arg. Tr. 20:2-21:14.
13
2. The Alleged August 10, 2012 Oral Settlement Agreement
ln addition, Count V of the Plaintiff’s Third Arnended Complaint seeks a
declaration that the parties entered into an enforceable, oral settlement agreement
on August l0, 2012. The Plaintiff explains:
After the parties formulated the Abandonment Agreernent by the end
of August 2011, the parties then set their focus on
discussions/negotiations to formulating a new Settlement Agreement
to allow for the construction by the Developer of [a] Specific Sanitary
Sewer System . . . . Those discussions/negotiation activities occurred
between approximately September 1, 2010 through the meeting of
August 10, 2012 at which meeting the parties agreed upon the final
outstanding issues for a new Settlement Agreement . . . .2
ln support of that contention, the Plaintiff explains that, throughout the course of
negotiations in 2011 and 2012, the parties came to resolutions term by term; on
August 10, 2012, the parties came to a resolution on the final outstanding term, and
accordingly, a contract was formed. That theory must fail, however, for at least
two reasons. First, prior communications between the parties clearly demonstrate
that the parties did not intend to be bound by any agreement until it was
memorialized in writing and approved by New Castle County Council. Despite the
Plaintiff’ s assertion that "there never was a ‘positive agreement’ between both
Carter Farm and the County that a writing was required"zl to effectuate a new
settlement agreement, as the Defendant memorialized in an October 19, 2010 email
20 Pl.’s Answering Br. at 45-46.
21 Pl.’s Sur-Reply Br. at 18.
14
to the Plaintiff, the Defendant had insisted throughout the course of negotiations
that "any compromise proposal that [the parties] reach must be approved by the
."22 in fact, the Plaintiff knew that the
Council Executive and County Council . . .
2007 Settlement Agreement had required County Executive and Council approval;
in July 2010, the Defendant reminded Plaintiff’ s counsel, by email, of that fact,
noting that "l also need to make it clear that any proposal must be in writing signed
by the parties and would be contingent upon obtaining approval j"rorn the Execative
and Legislaiive branches as we did with the original settlement agreement."z``q’
Thus, despite the Plaintiff’ s assertion that a settlement agreement need not be
memorialized in writing to bind the parties, and that "[i]t is the presumption that an
attorney of record in a pending Action has the lawful authority to accede to the
22 Pl.’s Answering Br. Ex. 15 (Oct. 19, 2010 email from Defendant’s counsel to Plaintiff’s
counsel); see also id. Ex. 16 (Nov. 4, 2010 email from Plaintiff’s counsel to Defendant’s
counsel) ("During the discussions at our meeting at your office on October 28[, 2010], l think
you will agree that in trying to come to an understanding as to what type of deal would be
acceptable to New ``astle County Council and the Execzitive Branch that we should limit the
Construction Project to the gravity line . . . .") (emphasis added); id. Ex. 18 (Feb. 24, 2011 email
from Plaintiff’ s counsel to Defendant’s counsel) (noting, in reference to a draft settlement
agreement, that "l would really appreciate your trying to keep this project moving forward so
that we can have the matter before Council at the earliest possible time")', id. (l\/lar. 15, 2011
email from Plaintiff s counsel to Defendant’s counsel) ("You may recall that at our last meeting
at your office in January, we all proposed to work diligently to keep the ball moving in order to
be able to have this matter submitted to the l\/fembers of Council timely in order to secure a
Record Plan by October or November 2011 . . . ."); id. Ex. 23 (Jan. 4, 20l2 e1nail from Plaintiff’s
counsel to Defendant’s counsel) ("Can you please endeavor to ‘light the flre’ on this matter and
schedule a meeting in hopes of coining to a final resolution so that we can move forward for
approval with the County Executive and the Council?").
2`` la'. Ex. 12 (July 21, 2010 email from Defendant’s counsel to Plaintiff’s counsel) (emphasis
added).
15
))24
settlement of litigation, the record evidence clearly indicates that the parties here
did not intend to be bound until the County Council and Executive approved a
written agreement.
Second, at oral argument, Plaintiff s counsel could proffer no potential trial
testimony to rebut the record evidence that the parties did not intend to be bound at
the August 10 meeting l asked:
THE COURT: At the August 10, 2012 meeting, someone on behalf
of the County said, "We accept," or "we’re bound by those terms," or
did something that was an objective assent to this contract being
created?
MR. FRABIZZIO: No‘oody said anything on that particular day.
What l keep Saying, Your Honor, is leading up to it, each and every
meeting we would have, there would have been terms previously
agreed to, and when we got to August of [20l2], the final term that
had to be agreed to with this mechanism reimbursement back for the
cost expended by my client, that finally was resolved.
When that was finally resolved, we considered, i.e. we being
Carter Farm, considered we had a deal in place at that point in time,
and all we had to do now is memorialize it by writing.
'l``l~lE COURT: Nobody on the County ever said "we have a deal"?
MR. FRABIZZIO: Not those words.
THE COURT: Or anything like a contractual assent? lt doesn’t have
to be those words. "We’re bound, we agree, this is our deal."
MR. FRABIZZIO: Well, there was, obviously, you know, discussions
and statements being made, "hey, we’re finally there, it took a long
time, three years."
24 Pl.’s Sur-Rcply Br. at 19.
16
THE COURT: "l``hat’s not obvious to me. The County said “we’re
finally there"?
l\/lR. FRABIZZIO: l said everybody in the room said "it looks like
we’re finally there." I’m not saying the County said that, Your
Honor,z$
lt is clear to me from the statements of Plaintiff’s counsel, who participated in the
August l0 meeting, that he can point to no objective indications that the Defendant
agreed to be bound at that meeting.z° lnstead, as late as l\/larch 26, 2013, Plaintiff’s
counsel himself made clear in a historical summary provided to new County
counsel that the parties were still engaged in negotiations as of the August 10, 2012
meeting, at which "terms and conditions [were] discussed and rnostly agreed to in
principle . . . ;"27 he did not indicate at that time his client’s position that the parties
had entered into an oral settlement agreement by which they intended to be bound.
Rather, he indicated only that the Plaintiff remained "hopeful that a Global
Resolution can be reached promptly with the new Gordon Administration,” and
that he "look[ed] forward to a positive feedback and the next scheduled meeting to
continue on the path of the execution of a new Settlement Agreement to supersede
2023
the existing November 20, 2007 Settlement Agreement. it is clear from these
communications that the parties did not in fact believe that a binding oral
15 oral Arg. 'n~. 36:5-37;12.
26 Because l have decided the enforceability of the alleged oral agreement on other grounds, I
need not address whether such an agreement would be enforceable under the statute of frauds
27 Def.’s Reply Br. Ex. 38 (l\/lar. 26, 2013 letter from Plaintiff s counsel to Defendant’s counsel
§igtacphing l\/leinorandum on Carter li`` arm and Country Club Estates).
I .
17
agreement had been entered as of August 10, 2012. Again, the Plaintiff s
affidavits are merely conclusory, and do not create a triable issue of fact.zg
Consequently, the Defendant’s Motion as to Count V of the Third Amended
Complaint is granted.
3. implied Covenant of Good Faith and Fair Dealing
Lastly, the Plaintiff alleges in Count Vl that the Defendant breached the
implied covenant of good faith and fair dealing by "(l) refusing to honor the
Agreement between New Castle County and the Developer to abandon the 2007
Settlement Agreement, (2) refusing to honor the new Agreement agreed to by New
Castle County and the Developer and (3) as of October 10, 2013 and now asserting
that the 2007 Settlement Agreement is the current, final and only Agreement
between the parties and now seeks Specific Enforcement."?’o lt is not at all clear in
what contract, under this theory, the implied covenant of good faith and fair
dealing inheres. The Plaintiff appears simply to assert that the Defendant has
breached an oral agreement to abandon the 2007 Settlement Agreement, breached
29 See, e.g., Capano Aff. at 11 6 ("Subsequent to having formulated the Abandonment Agreeinent
and continuing thereafter through August 2012, the Developer and NCC turned their focus to
discussions/negotiations to agree upon all necessary/essential terms and conditions for a new
Settlement Agreeinent to allow for the construction by the Developer of the [regional system] in
lieu of the [water treatment plant]. At the last meeting of August 10, 2012, the parties agreed
upon the final outstanding terms and conditions for a new Settlement Agreen'ient. As of that
date, the parties formulated a new Settlement Agreement with the intention of the parties to be
bound and without any positive agreement that it would not be binding until such time as the
parties subsequently executed a new Settlement Agreeinent document.").
30 Pl.’s Answering Br. at 57.
18
the terms of the alleged August 10, 2012 settlement agreement as well, and has
done both in bad faith. This does not state a separate cause of action under the
implied covenant, and 1 have already determined that the parties did not enter into
new binding agreements after 2007. Count Vl is therefore dismissed.
4. Dismissal of the Underlying Litigation
As explained above, the parties agree that they entered into a binding
agreement to settle this matter in 2007. 1 find that no issue of material fact exists
and that the 2007 Agreement was (l) not rescinded and (2) not superseded by any
subsequent agreement. The Defendant therefore requests that 1 order the Plaintiff
to specifically perform under the 2007 Settlement Agreement or find the Defendant
in breach of that Agreement and accordingly dismiss Counts 1, 11, and 111 asserted
in the underlying litigation filed in 2005. The Plaintiff contends that such an order
would be inappropriate, and that 1 should permit the Plaintiff to maintain Counts l,
11, and 111, with the caveat that the Defendant may sue the Plaintiff in a separate
action for breach of the 2007 Settlement Agreement.
A settlement agreement is an enforceable contract: "Delaware law favors
the voluntary settlement of contested suits, and such arrangements will bind the
parties where they agree to all material terms and intend to be bound by that
19
contract . . . ."31
The parties here agreed to surrender their litigation rights in order
to obtain the benefits of the settlement. "l``he 2007 Settlement Agreement states:
The purpose of this Agreement is as follows:
'l``o set forth the basic terms and conditions resolving that certain
litigation known as Carter Farm, LLC v. New Castle County, a
political subdivision of the State of Delaware, Civil Action No. 1641-
N in the Court of Chancery in and for New Ca.stle County (the
"Litigation"). 1n signing this Agreement, both parties recognize that
there is a substantial legal risk to each by virtue of the issues raised in
the Litigation which both wish to avoid through the execution of this
Agreement.”
The Agreement further provides that "[t]his Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns."” The
Defendant contends, in its briefing, that the Plaintiff is in breach of the 2007
Settlement Agreement, and seeks equitable relief. However, the Defendant has
failed to assert counterclaims in its pleadings. As a result, 1 need not entertain the
Defendant’s request for an order requiring the Plaintiff to specifically perform
under the terms of the 2007 Settlement Agreement. 1 note that, despite the
recitations in its l\/lotion, the Defendant has not demonstrated, or attempted to
demonstrate, that the Plaintiff is in material breach of the Agreement at present.34
~“ schwinn v. Cita,ia, 2010 wL 2601608, at *4 ma Ch. time 29, 2010) reiterate quotation
marks omitted).
32 Am. Compl. Ex. N (2007 Settlement Agreeinent) at Art. l.
33 1a a An. v.
34 Despite the fact that the 2007 Settlement Agreement provides that time is of the essence, the
existing record indicates that both parties were content to leave the Agreement in place during an
extensive negotiation period.
20
Nevertheless, the parties to the 2007 Settlement Agreement contractually agreed to
extinguish their respective rights to litigate the underlying action in exchange for
the rights and obligations set forth in that Agreemeiit."‘$ ln other words, giving up
the right to adjudication of Counts 1, 11, and 111 was a part of the consideration for
the Settlement Agreement. As a result, because 1 have found that the parties are
bound by the 2007 Settlement Agreement, l also find that the Plaintiff is not
entitled to the relief it seeks under Counts 1, 11, and 111; those Counts must
accordingly be dismissed. The Plaintiff, having effectively settled this matter in
2007, is not entitled to its revivification on the grounds that market conditions now
make that settlement unpalatable, or that the Defendant was willing to negotiate,
unsuccessfully as it turns out, to set aside the 2007 Settlement Agreement and
replace it with another proposed plan of development. The parties are bound by
their contract settling this matter as of 2007. Of course, if either party believes the
35 The Plaintiff`` does not contend that the 2007 Settlement Agreement lacked essential terms or
was otherwise not binding. l-lowever, the Plaintiff contends that "when a Settlement Agreement
contemplates a series of mutual obligations to be performed by the parties intended to ultimately
lead to the Stipulation ofDismissal of the Litigation and the execution of Mutual Releases, this
Court will not convert the Settlement Agreeinent into a form of Final Judgment." Pl.’s
Answering Br. at 30. The Settle1nent Agreement at issue here, however, does not condition
dismissal of the underlying claims on the fulfillment of all terms under the Agrecment; rather, it
provides only that "[a]t such time as the final settlement documents are executed, the parties
shall also execute a Stipulation of Dis1nissal of the Litigation and l\/Iutual Releases with respect
to those items encompassed within the Litigation with each party to bear their own costs and
attorney fees." Third Am. Compl. Ex. N (2007 Settlement Agreeinent) at Art. \/'. Thus,
although the Agreeinent anticipates that additional documents will be executed before the parties
submit a formal Stipulation of Dismissal to the Court, it does not condition the Plaintiff’s release
of claims on the execution of those documents. Rather, the notion that the Agreeinent was
conditional or lacked material terms is belied by the fact that the Plaintiff spent considerable time
and expense in an attempt, through negotiation or litigation, to withdraw from that Agreement.
21
other has breached its obligations under the 2007 Settlement Agreement, it is free
to pursue a breach of contract claim in a separate action as it finds appropriate.
IV. CONCLUSION
For the foregoing reasons, this action is dismissed with prejudice An
appropriate ()rder accompanies this Memorandum Opinion.
22
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
CARTER FARM, LLC, a Delaware
Limited Liability Company,
Plaintiff,
C.A. No. 1641 -VCG
V.
NEW CASTLE COUNTY, a political
subdivision of the State of Delaware,
\._/\.-./\.-./\._r"\-_/\-;/\-._/\..¢/\-_/\_/\-_/
Defendant
ORDER
AND NOW, this 17th day of J``uly, 2014,
For the reasons stated in my July 17, 2014 Memorandum Opinion, IT IS
HEREBY ORDERED that this action is DISMISSED.
SO ORDERED:
/s/ Sarn Glasscoek lll
Viee Chancellor