Greto v. Joseph L. Messa, Jr. & Associates, P.C.

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
ALBERT M. GRETO, )
)
Plaintiff, )
)
v. )
) C.A. No. N17C-01-436 CLS
JOSEPH L. MESSA, JR & )
ASSOCIATES, P.C. and JOSEPH )
MESSA, JR., JENIMAE )
ALMQUIST ENGELBRECHT, )
RICHARD JOHN HELENIAK )
and LEE DAVID ROSENFELD, )
)
Defendants. )
)
Date Submitted: May 18, 2018
Date Decided: July 23, 2018
On Defendants’
Motion for Summary Judgment.
GRANTED, in part
and DENIED, in part.
ORDER
This action arises out of a claim for breach of contract. Plaintiff Albert M.
Greto (Greto) alleges that he contracted to serve as Delaware counsel for the Messa
& Associates Law Firm (Messa Firm) in several matters before Delaware Courts.
The complaint was filed in January 2017. Defendants filed this Motion for Summary
1
Judgement arguing Greto’s claims are barred by the statute of limitations and
individual Messa Firm associates cannot be held individually liable for actions taken
as agents or employees of the Messa Firm.
Background
In late 2010, Greto was contacted by Richard Heleniak from the Messa Firm
to serve as Delaware counsel for two cases pending before the this Court. 1 Greto
was substituted as Delaware counsel on January 5, 2011 for the consolidated action
of these two cases.2 Greto served as counsel for at least two actions filed in Delaware
Courts for which Messa attorneys were admitted on a pro hac vice basis.3 Sometime
in 2013 the relationship began to sour and Greto sought to discontinue the
relationship with the Messa Firm and its various associates. Greto now seeks
payment for his representation in these matters.
Standard of Review
The Court may grant summary judgment if “the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if
any, show that there is no genuine issue as to any material fact and that the moving
1
The two cases indicated by Defendant Heleniak were C.A. Nos. N09C-10-202
EMD and N10C-03-288 PLA
2
See transaction number 35204275 C.A # N09C-10-202 EMD
3
Morales v. Camarco, and Dina Rosh v. Lane Bryant
2
party is entitled to summary judgment as a matter of law.”4 The moving party bears
the initial burden of showing that no material issues of fact are present.5 Once such
a showing is made, the burden shifts to the non-moving party to demonstrate that
there are material issues of fact in dispute.6 In considering a motion for summary
judgment, the Court must view the record in a light most favorable to the non-
moving party.7 The Court will not grant summary judgment if it seems desirable to
inquire more thoroughly into the facts in order to clarify the application of the law.8
Parties Assertions
Plaintiff Greto claims he served as Delaware counsel for the Messa Firm in
four cases before Delaware Courts. Two of these cases were before this Court and
two cases were before the United States District Court for the District of Delaware.
Greto claims the parties entered into an agreement for each case whereby he would
be reimbursed for all costs and expenses related to work as Delaware counsel
incurred on behalf of the Messa Firm. Greto claims breach of contract, unjust
enrichment, and quantum meruit for each of the four cases for which he served as
4
Super. Ct. Civ. R. 56(c); Burkhart v. Davies, 602 A.2d 56, 59 (Del. 1991).
5
Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1979).
6
Id. at 681.
7
Burkhart, 602 A.2d at 59.
8
Ebersole v. Lowengrub, 180 A.2d 467, 470 (Del. 1962); Phillip-Postle v. BJ Prods.,
Inc., 2006 WL 1720073, at *1 (Del. Super. Ct. Apr. 26, 2006).
3
Delaware counsel. The claims are leveled at the Messa Firm and the respective
Messa attorneys admitted pro hac vice for each individual case.
Defendants have denied that Greto was Delaware counsel for the four cases
before Delaware Courts. Defendants also deny contracting with Greto, and dispute
that any fees are owed to Greto. Defendants move for summary judgment asserting
Greto’s claims are barred by the statute of limitations and that the Messa attorneys
at all times were acting as agents or employees of the Messa Firm.
In response to this motion Plaintiff has submitted correspondence from
Defendant Messa showing that an agreement for payment existed, the terms of which
seem to be contradictory. In a letter dated April 15, 2014, Defendant Messa states
Greto could expect his “reasonable bills (for billable time) [would] be paid at the
time the matters [were] concluded.”9 The letter seems to indicate that payment
would be made regardless of outcome. A second letter dated April 23, 2015, appears
to contradict this stating Greto would receive contingency fees for contingency
cases.10
Additionally, Plaintiff responds that individual Defendants Messa, Heleniak,
and Rosenfeld are partners in the Messa Firm, a professional corporation, and
9
Pl. Resp. Ex. A at 2
10
Pl. Resp. Ex. B
4
therefore may be held individually liable for the debts of the firm. Plaintiff concedes
Defendant Almquist is not a partner in the Messa Firm and summary judgment is
proper as to her as an individual.
Discussion
This Court has repeatedly held “a cause of action for breach of contract
accrues at the time of the breach.”11 In the instant case Greto claims to not have
been paid for services rendered under the several agreements entered into. The
letters from Defendant Messa indicate the Messa Firm would only perform its
contractual obligation to compensate Greto upon conclusion of a case. Plaintiff has
submitted evidence reflecting the following termination dates for three of the cases
in question: March 19 and 25 2015, and February 26, 2016. The Complaint in this
case was filed on January 30, 2017, two years after the earliest date provided by
Plaintiff and well within the three-year statute of limitations applicable under 10 Del.
C. §8106.
The Messa Firm’s Organizational Structure
Defendants cite Grand Ventures, Inc. v. Whaley in support of their argument
that “liability for an agent's culpable conduct imputes to the principal if the act falls
11
Nardo v. Guido DeAscanis & Sons, Inc., 254 A.2d 254, 256 (Del. Super. Ct.
1969).
5
within the scope of the agent's authority.”12 Plaintiff cites Grand Ventures for the
opposite proposition that an agent may be held independently liable for actions taken
in his capacity as an agent.13 Additionally, Plaintiff offers Chaiken v. Employment
Sec. Comm'n for the notion that in partnership partners may be held personally liable
for the firm’s debts.14
In Grand Ventures an insured sought damages for breach of contract and fraud
against their insurance agency and their individual insurance agent.15 The Court
upheld a jury’s finding that a traditional principal/agent relationship existed between
the individual agent and the insurance agency.16 That finding by the jury imputed
liability for the agent’s negligence to his principal.17 The Court also upheld the
jury’s finding that the agent remained individually liable for punitive damages for
fraud.18 The present case is distinguishable from Grand Ventures in two respects;
that the named Defendants are alleged to be partners in the Messa Firm, and that
12
Grand Ventures, Inc. v. Whaley, 622 A.2d 655, 665 (Del. Super. Ct. 1992), aff'd,
632 A.2d 63 (Del. 1993)
13
Id. at 666
14
Chaiken v. Employment Sec. Comm'n, 274 A.2d 707, 710 (Del. Super. Ct. 1971).
15
Grand Ventures. at 656.
16
Grand Ventures, at 657
17
Id.
18
Id.
6
Plaintiff has not sought punitive damages against any of the individually named
Defendants.19
Plaintiff is correct that under a traditional partnership agreement partners may
be responsible for partnership debt. However, the title of “partner” in a law firm
may belie the firms organizational structure as something other than a simple
partnership.
Pennsylvania law provides several different organizational options for law
firms ranging from limited partnerships to professional corporations. Delaware law
permits formation of similar organizations which carry their own nuances for
consideration by the Court. These statutory creatures are of little significance to the
layperson, but impose varying degrees of personal liability for partners, directors,
and shareholders. There remains a question of fact as to the organizational structure
of the Messa Firm which must be resolved before granting summary judgment in
favor of the individually named Defendants Joseph Messa, Jr., Richard John
Heleniak, and Lee David Rosenfeld. Plaintiff does not oppose summary judgment
in favor of Defendant Jenimae Almquist Engelbrecht.
19
Pl. Resp. at 2
7
Contractual Obligations of the Messa Firm
Plaintiff has alleged claims of breach of contract, unjust enrichment, and
quantum meruit. These claims arise from the relationship where Greto rendered
services under an agreement with members of the Messa Firm. Delaware courts
“have consistently refused to permit a claim for unjust enrichment when the alleged
wrong arises from a relationship governed by contract.”20 Viewing the record in a
light most favorable to Greto it is clear his claims fall within the scope of either
breach of contract or quantum meruit thus nullifying Greto’s claim of unjust
enrichment.
Greto’s quantum meruit claims survive Defendant’s motion. This Court has
consistently held that quantum meruit:
“is a quasi-contractual remedy by which a plaintiff, in the
absence of an express agreement, can recover the reasonable value of
the materials or services it rendered to the defendant. [A] party [can]
recover the reasonable value of his or her services if: (i) the party
performed the services with the expectation that the recipient would pay
for them; and (ii) the recipient should have known that the party
expected to be paid.”21
20
Nemec v. Shrader, 991 A.2d 1120, 1130 (Del. 2010).
21
Abacus Sports Installations, Ltd. v. Casale Const., LLC, 2012 WL 1415603, at
*2 (Del. Super. Ct. Feb. 14, 2012) (Internal citations omitted.)
8
It appears there are material facts remaining at issue before the Court. There
are unresolved questions related to the contractual relationship between the parties
and as to the organizational structure of the Messa Firm.
For the foregoing reasons, Defendant’s Motion Summary Judgment is GRANTED,
in part, and DENIED, in part. Defendant’s Motion Summary Judgment as to Jenimae
Almquist Engelbrecht and the unjust enrichment claims is GRANTED.
IT IS SO ORDERED.
/s/ Calvin L. Scott_____
Judge Calvin L. Scott, Jr.
9