Deere & Co. v. Exelon Generation Acquisitions, LLC.

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DEERE & COMPANY, a Delaware )
corporation, )
)
Plaintiff, )
)
v. )C.A. No. N13C-07-330 MMJ
)CCLD
EXELON GENERATION )
ACQUISITIONS, LLC, a Delaware )
limited liability company, )
)
Defendant.
Submitted: June 11, 2015
Decided: July 13, 2015
Upon Deere & Company’s Motion for Reargument
GRANTED
MEMORANDUM OPINION
Peter J. Walsh, Jr., Esq. (argued), Matthew F. Davis, Esq., Jacob R. Kirlman,
Esq., Potter Anderson & Corroon, LLP, Attorneys for Plaintiff
Geoffrey A. Kahn, Esq. (argued), David J. Margules, Esq., Ballard Spahr, LLP,
Attorneys for Defendant
JOHNSTON, J.
PRIOR RULINGS
The Complaint of Deere & Company alleged breach of contract, breach of
the implied covenant of good faith and fair dealing, and unjust enrichment. The
dispute arises out of an August 30, 2010 purchase agreement (the “Agreement”).
Upon the motion of Defendant Exelon Generation Acquisitions, LLC, the Court
dismissed Deere’s breach of the implied covenant of good faith and fair dealing
and unjust enrichment claims. The Court ruled:
Finally, Exelon moves to dismiss Deere’s claim for
unjust enrichment. Exelon contends that Deere’s claim
for unjust enrichment is barred because the Purchase
Agreement governs the parties’ relationship and the
matter in dispute. Unjust enrichment is “the unjust
retention of a benefit to the loss of another, or the
retention of money or property of another against the
fundamental principles of justice or equity and good
conscience.1 When an express, enforceable contract
controls the parties’ relationship, a claim for unjust
enrichment is not available because the contract itself is
the measure of the parties’ rights.2
Exelon asserted two counterclaims – recoupment and unjust enrichment.
Deere moved to dismiss both counterclaims.
By opinion dated, November 10, 2014, this Court held:
Deere relies upon Deere v. Exelon, this Court’s March 7,
2014 opinion dismissing Deere’s unjust enrichment claim
because the Agreement governed the parties’ relationship
1
Kuroda v. SPJS Holdings, L.L.C., 971 A.2d 872, 891 (Del. Ch. 2009).
2
Deere & Co. v. Exelon Generation Acquisitions, LLC, 2014 WL 904251, at *5 (Del. Super.)
(citing Kuroda, 971 A.2d at 891).
2
and the matter, the payment of the earn-out, in dispute.3
Exelon’s claim for unjust enrichment is substantially
different from Deere’s. In Deere, the matter in dispute
was payment of the earn-out for completion of the
Blissfield Wind Project.4 Payment of the earn-out is
expressly addressed by the parties in Section 2.6(a)(iii) in
the Agreement.5 Here, the matter in dispute, the offset of
any recovery by the expense Exelon allegedly incurred to
complete the wind project in Gratiot County, is not
addressed in the Agreement. The Agreement does not
contain a provision addressing the parties’ obligations in
the event that the Blissfield Wind Project could not be
developed in Lenawee County. I find that Exelon’s
unjust enrichment claim has sufficient merit to survive a
motion to dismiss.6
PARTIES CONTENTIONS
Deere now moves for reargument. Deere contends that the Court
misapprehended the facts underlying Exelon’s claim and the purpose of Section
2.6(b) of the Agreement. Deere argues that Section 2.6(b) of the Agreement places
the burden of continuing development of the Blissfield Wind Project, including the
risk of increased or unforeseen cost, on Exelon. Therefore, the $10 million
expended by Exelon in relocating the Blissfield Wind Project to Gratiot County
was an expenditure contemplated by Section 2.6(b) and cannot be recovered under
an unjust enrichment theory.
3
Deere, 2014 WL 904251, at *5.
4
Id.5
Id. at *1.
6
Deere & Co. v. Exelon Generation Acquisitions, LLC, 2014 WL 6674471, at *4 (Del. Super.).
3
Exelon argues that the Court was correct in denying Deere’s Motion to
Dismiss Exelon’s unjust enrichment claim. The Court found that the Agreement
does not address Exelon’s obligations in the event that the Blissfield Wind Project
was unable to be developed in Lenawee County. Exelon contends that it has a
viable claim for unjust enrichment. Exelon claims that the $14 million earn-out
provision triggered by Section 2.6(a) of the Purchase Agreement is subject to a set-
off for the $10 million Exelon spent relocating the Blissfield Wind Project to
Gratiot County.
REARGUMENT STANDARD
The purpose of moving for reargument is to seek reconsideration of findings
of fact, conclusions of law, or judgment of law.7 Reargument usually will be
denied unless the moving party demonstrates that the Court overlooked a precedent
or legal principle that would have a controlling effect, or that it has
misapprehended the law or the facts in a manner affecting the outcome of the
decision. “A motion for reargument should not be used merely to rehash the
arguments already decided by the court.” 8
7
Hessler, Inc. v. Farrell, 260 A.2d 701, 702 (1969).
8
Wilmington Trust Co. v. Nix, Del. Super., 2002 WL 356371, Witham, J. (Feb. 21, 2002);
Whitsett v. Capital School District, Del. Super., C.A. No. 97C-04-032 Vaughn, J. (Jan. 28,
1999); Monsanto Co. v. Aetna Casualty & Surety Co., Del. Super., C.A. No. 88-JA-118,
Ridgeley, P.J. (Jan. 14, 1994).
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ANALYSIS
In the March 7, 2014 Opinion, the Court ruled that if the Agreement governs
the payment of the disputed earn-out, the unjust enrichment cause of action cannot
stand. In the November 10, 2014 Opinion, the Court reasoned that Exelon’s unjust
enrichment claim should not be dismissed because the Agreement does not address
the parties’ obligations in the event that the Blissfield Wind Project could not be
developed in Lenawee County.
Upon reconsideration, the Court finds that Deere was correct to call attention
to the inconsistency between the Court’s two opinions. Section 2.6(b) of the
Agreement provides that Exelon was required to use “commercially reasonable
efforts” to develop and complete the Blissfield Wind Project. Section 2.6(b) states
that “the details and manner of such development efforts and the schedule therfor
[sic] shall be within the sole discretion of [Exelon].”
A determination must be made as to whether or not the Agreement applies to
development of the project, including relocation from Lenawee County to Gratiot
County. If the Agreement applies, the earn-out provision of Section 2.6(a) would
be triggered and Section 2.6(b) would govern the expenses incurred by Exelon in
relocating the Blissfield Wind Project to Gratiot County. If the Agreement does
not apply, the Section 2.6(a) earn-out provision would not be triggered, and
5
therefore, Exelon’s unjust enrichment claim would not apply and would be
rendered irrelevant.
THEREFORE, Plaintiff’s Motion for Reargument is hereby GRANTED.
Defendant’s Counterclaim for unjust enrichment is hereby DISMISSED.
IT IS SO ORDERED.
/s/ Mary M. Johnston__________
The Honorable Mary M. Johnston
6