Walton v. Accurate Machine

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
ANDREW WALTON, )
)
Plaintiff-Below/Appellant, )
)
v. ) N23A-02-008 FWW
)
ACCURATE MACHINE, and )
JIM ROWE, )
)
Defendants-Below/Appellees )
Submitted: June 14, 2024
Decided: June 18, 2024
On Appeal from the Court of Common Pleas:
AFFIRMED.
ORDER
Josiah R. Wolcott, Esquire, CONNOLLY GALLAGHER LLP, 267 East Main
Street, Newark, Delaware 19711, Attorney for Plaintiff-Below/Appellant Andrew
Walton.
Steven R. Director, Esquire, Sarah T. Andrade, Esquire, Mutaz A. Ali, Esquire,
BAYARD, P.A., 600 North King Street, Suite 400, Wilmington, Delaware 19801,
Attorneys for Defendant-Below/Appellees Accurate Machine and Jim Rowe.
WHARTON, J.
This 18th day of June 2024, upon consideration of Plaintiff-Below/Appellant
Andrew Walton’s (“Walton”) Opening Brief1 and Appendix, 2 the Answering Brief3
and Appendix4 of Defendants-Below/Appellees, Accurate Machine and Jim Rowe
(“Rowe”) (collectively “Appellees”), Walton’s Reply Brief, 5 and the record, it
appears to the Court that:
1. Walton brings this appeal from an order of the Court of Common Pleas
dismissing with prejudice his action in that court on statute of limitations grounds.6
The case in the Court of Common Pleas itself was an appeal by Walton of an order
from Justice of the Peace Court 13 also dismissing his complaint against Accurate
Machine on statute of limitations grounds.7 Rowe was not a defendant in the Justice
of the Peace Court and Walton added him as a defendant in the Court of Common
Pleas. 8 It appears that no party was represented by counsel in either court below.
2. Walton, now represented by counsel, argues that the Court of Common
Pleas “erred in dismissing the complaint against Accurate Machine as it was not
1
D.I. 19.
2
D.I. 20.
3
D.I. 22.
4
Id.
5
D.I. 23.
6
D.I. 1.
7
Id.
8
Id. Although the Court of Common Pleas questioned the propriety of that addition
on appeal, it deferred ruling on that question, as well as Accurate Machines need for
counsel, until it determined whether the Court had jurisdiction to hear the matter due
to “a time issue.” (A-27-28).
2
represented by a Delaware attorney.” 9 Walton also argues that the Court of Common
Pleas “erred in dismissing the complaint on statute of limitations grounds.” 10 He
contends that the Court of Common Pleas incorrectly held that his claim accrued
when Accurate Machine delivered a motor to him in 2017.11 Instead, Walton asserts
that the claim did not accrue until the engine was first started in a vehicle in May
2019. 12 In his view the “time of discovery rule” tolled the statute of limitations until
that later date.13
3. Appellees, also now with the assistance of counsel, respond that the
Court of Common Pleas was correct in holding that the statute of limitations barred
Walton’s breach of contract claim. 14 They contend, as that Court concluded, that
Walton’s claim accrued when the engine was completed and delivered to Walton in
February 2017.15 Further, they argue that the “time of discovery rule” does not apply
to toll the statute of limitations on Walton’s claim because any alleged defect in the
engine was not “inherently unknowable.” 16 Accurate Machine also argues that the
Court of Common Pleas did not err in granting a motion to dismiss despite Accurate
9
Walton’s Op. Br. at 7, D.I. 19.
10
Id. at 8.
11
Id.
12
Id. at 10.
13
Id.
14
Appellees’ Ans. Br. at 7, D.I. 22.
15
Id. at 7-8.
16
Id. at 9-10.
3
Machine’s lack of counsel, 17 contending: 1) the issue is waived since it was not
raised by Walton below; 18 2) the Court of Common Pleas considered this issue, sua
sponte; 19 3) Walton has not alleged, nor could he allege, any prejudice due to
Accurate Machine’s lack of an attorney;20 and 4) “in terms of efficiency, this
argument is non-sensical[;] … [i]t would require Accurate Machine alone … to
return to CCP to file a motion to dismiss, for CCP to again decide that the breach of
contract claim is barred by the statute of limitations.” 21
4. Walton replies that Accurate Machine provides no basis to affirm the
Court of Common Pleas dismissal of an unrepresented corporation, 22 contending: 1)
“the [Court of Common Pleas] initially raised the issue that Accurate Machine
needed to be represented by a Delaware attorney[,]”23 so “Walton did not need to
raise the issue and, thus, did not waive the argument on appeal”;24 2) Accurate
Machine’s filing was void and should not have been considered by the Court of
Common Pleas, as Walton’s “point is not that Accurate Machine did not hire an
attorney to represent it after filing the Motion to Dismiss; instead the critical point
17
Id. at 13.
18
Id.
19
Id.
20
Id. at 14.
21
Id.
22
Walton’s Reply Br. at 3, D.I. 23.
23
Id. at 4.
24
Id.
4
is that Accurate Machine did not have an attorney at the time it filed the Motion to
Dismiss”; 25 3) whether Walton suffered any prejudice as a result of Accurate
Machine not being represented by an attorney is not a requisite showing that he needs
to make for reversal here;26 and 4) Accurate Machine’s claim that a reversal of the
Court of Common Pleas decision is contrary to judicial efficiency is meritless, and
“with counsel, Mr. Walton will be able to attempt to amend his Complaint and
present a more fulsome defense to Accurate Machine’s anticipated motion.”27
Walton also responds that the Appellees’ argument that the Court of Common Pleas
correctly dismissed the appeal on statute of limitations grounds should be rejected
by this Court,28 as: 1) the record demonstrates that Walton’s cause of action accrued
when the engine was first started; 29 and 2) the record demonstrates that the defect in
the engine was “inherently unknowable,” triggering the “discovery rule” to toll the
applicable statute of limitations.30
5. The standard of review by the Superior Court for an appeal from the
Court of Common Pleas is the same standard applied by the Supreme Court to
25
Id. at 4-5.
26
Id. at 5.
27
Id. at 5-6.
28
Id. at 6.
29
Id.
30
Id. at 9.
5
appeals from the Superior Court.31 In addressing appeals from the Court of Common
Pleas, this Court is limited to correcting errors of law and to determining whether
substantial evidence exists to support factual findings. 32 Substantial evidence is
“relevant evidence that a reasonable mind might accept as adequate to support a
conclusion.” 33 If factual findings are “sufficiently supported by the record and are
the product of an orderly and logical[ly] deductive process,” then they will not be
challenged. 34 Questions of law are reviewed de novo.35
6. On April 28, 2022, Walton filed the action against Accurate Machine in
Justice of the Peace Court 13. 36 On October 7, 2022, that Court dismissed Walton’s
action, writing:
Pretrial Defendant makes a motion to dismiss the action
citing the statute of limitations, the work was completed in
2017 and the action was not filed until 2022. Plaintiff
argues that the engine never worked correctly, after the
work was completed, he took the engine back to
Defendant multiple times over an approximate two-year
period for him to try to fix the issue. Plaintiff was unable
to provide concrete dates to confirm when Defendant
performed additional work on the engine. Defendant
31
Robert J. Smith Co., Inc. v. Thomas, 2001 WL 1729143, at *2 (Del. Super. Ct. Dec.
10, 2001).
32
Henry v. Nissan Motors Acceptance Corp., 1998 WL 961759, at *1 (Del. Super.
Ct. Oct. 21, 1998) (citing Shahan v. Landing, 643 A.2d 1357, 1359 (Del. Super. Ct.
1994)).
33
Robert J. Smith Co., Inc., 2001 WL 1729143, at *2 (citing Oceanport Indus., Inc.
v. Wilmington Stevedores, Inc., 636 A.2d 892, 899 (Del. 1994)).
34
Levitt v. Bouvier, 287 A.2d 671, 673 (Del. 1972).
35
Henry, 1998 WL 961759, at *1.
36
A-001.
6
states that the engine was running when it was delivered
to Plaintiff in 2017, the engine was not installed in a
vehicle at that time, someone else performed the
installation.
…
The work was performed in 2017, the engine “never
worked correctly”, although Defendant did work with
Plaintiff to fix the perceived issues no clarity was offered
as to when that work occurred, as such, the 3-year statute
of limitations has expired. 37
7. Walton then appealed to the Court of Common Pleas, where he added
Rowe as a named defendant. On January 24, 2023, that Court dismissed Walton’s
appeal, stating:
Pursuant to 10 Del. C. § 8106, “[N]o action based on a
statute…shall be brought after the expiration of 3 years
from the accruing of the cause of such action…” The
parties do not dispute that Plaintiff hired Defendant to
build a diesel engine to be installed in a truck that Plaintiff
was having built by a different entity. Neither party
disputes that the build on the engine was completed in
2017. Plaintiff argues that he did not discover the
inadequacy of Defendant’s workmanship until the engine
was placed in the truck in 2019.
Plaintiff alleges that the engine never worked correctly.
Defendant asserts that the engine worked correctly when
he delivered it to Plaintiff in 2017. The Court finds that
once the engine was completed and delivered per the
parties’ agreement, the statute of limitations began to run
for purposes of any ensuing litigation.38
37
A-008.
38
A-021 (citation omitted).
7
8. The applicable statute of limitations is 10 Del. C. § 8106:
(a) No action to recover damages for trespass, no action to
regain possession of personal chattels, no action to recover
damages for the detention of personal chattels, no action
to recover a debt not evidenced by a record or by an
instrument under seal, no action based on a detailed
statement of the mutual demands in the nature of debit and
credit between parties arising out of contractual or
fiduciary relations, no action based on a promise, no action
based on a statute, and no action to recover damages
caused by an injury unaccompanied with force or resulting
indirectly from the act of the defendant shall be brought
after the expiration of 3 years from the accruing of the
cause of such action; subject, however, to the provisions
of §§ 8108-8110, 8119 and 8127 of this title[.]
9. An action for breach of contract must be filed within three years after
the cause of action accrues.39 So, the first question is when did Walton’s cause of
action accrue. There is an abundance of Delaware case law establishing that a cause
of action accrues when the alleged injury occurs. “Delaware is an ‘occurrence rule’
jurisdiction, meaning, a cause of action accrues ‘at the time of the wrongful act, even
if the plaintiff is ignorant of the cause of action.’”40 “The ‘wrongful act’ is a general
concept that varies depending on the nature of the claim at issue. For breach of
contract claims, the wrongful act is the breach, and the cause of action accrues at the
39
10 Del. C. § 8106; Adams v. Harmon, 2021 WL 1699870, at *2 (Del. Super. Ct.
Apr. 28, 2021) (citing Levey v. Brownstone Asset Mgmt., LP, 76 A.3d 764, 768 (Del.
2013)).
40
ISN Software Corporation v. Richards, Layton & Finger, 266 A.3d 727, 732.
(Del. 2020) (quoting Kauffman v. C.L. McCabe, 603 A.2d 831, 834 (Del. 1992).
8
time of the breach.” 41 The wrongful act here, as alleged, was the delivery of a
defective engine in February 2017. Walton’s cause of action accrued then, meaning
the statute of limitations expired well before a complaint was filed.
10. Nevertheless, Walton argues the limitations period was tolled. In
Lehman Brothers Holdings, Inc. v. Kee,42 the Supreme Court of Delaware addressed
the requirements for tolling 10 Del. C. § 8106 under the “discovery rule” in a breach
of contract case, writing:
“This Court has repeatedly held that a cause of action
‘accrues’ under Section 8106 at the time of the wrongful
act, even if the plaintiff is ignorant of the cause of action.”
A breach-of-contract claim “accrues and the Statute begins
to run at the time the contract is broken, not at the time
when actual damage results or is ascertained.” Fraud
claims, negligence claims, and unjust enrichment claims
accrue when the elements of those claims have been met.
“Even after a cause of action accrues, the ‘running’ of the
limitations period can be ‘tolled’ in certain
circumstances.” For example, “[u]nder the ‘discovery
rule’ the statute is tolled where the injury is ‘inherently
unknowable and the claimant is blamelessly ignorant of
the wrongful act and the injury complained of.’” Where
the discovery rule applies, the statute of limitations is
tolled until the plaintiff discovers the “facts ‘constituting
the basis of the cause of action or the existence of facts
sufficient to put a person of ordinary intelligence and
prudence on inquiry which, if pursued, would lead to the
discovery’ of such facts.” The statute of limitations can
also be tolled where the plaintiff's ignorance is caused by
41
CertainTeed Corp. v. Celotex Corp., 2005 WL 217032, at *7 (Del. Ch. Jan. 24,
2005) (citations omitted).
42
268 A.3d 178 (Del. 2021).
9
“concealment or fraud.” “Outside of these exceptions, the
statute of limitations continues to run even if the claimant
is unaware of the facts supporting a cause of action.” 43
11. In Delaware, the party asserting the application of a tolling doctrine
“bears the burden of pleading specific facts to demonstrate that the statute of
limitations is, in fact, tolled.”44 In his complaint in the Court of Common Pleas,
Walton failed to allege facts that would demonstrate any such tolling. 45 In briefing
in this Court, Walton argues that the limitations period was tolled because, although
43
Lehman Bros. Holdings, Inc., at 186 (citation omitted).
44
Russum v. Russum, 2011 WL 4731120, at *2 (Del. Super. Ct. Sept. 28, 2011); see
also Russum v. Russum, 2011 WL 13175130, at *2 (Del. Com. Pl. Mar. 25, 2011),
aff'd in part, rev'd in part, 2011 WL 4731120 (Del. Super. Ct. Sept. 28, 2011).
45
The record does not contain Walton’s complaint in the Justice of the Peace Court,
but the complaint in the Court of Common Pleas is the operative complaint because
it is the one upon which that Court based its decision to dismiss. That entire
complaint reads:
I paid Jim Rowe of Accurate Machine $21,051.50 on
3/3/16 to have him build a 12 valve Cummings diesel
engine. I never put 100 miles or so and it blew two (2)
head gaskets, tore the cylinder wall and bent the push rods.
I gave Jim the opportunity to make engine good and he
told me he would not do it. I took the engine to East Coast
Diesel and was informed by them, the engine was never
done correctly. He wrote me an estimate & I had him
repair it. I was charged $12,440.80 on 11/30/21 – attach
[sic] receipt pd. I also paid an additional $620.10 to East
Coast Diesel for cam shaft oo [sic] it. I also had to pay
Miller’s Automotive Machine Shop $600 (pd cash receipt
attached) for Cummings block. I also paid $1,000 (cash)
to Drew Wallace for him to troubleshoot & then have to
put valve springs, retainers and keepers. (A-007).
10
he received the engine from the Appellees in 2017, he did not have it installed in a
vehicle and start it until May 2019.46 But, Walton did not plead these facts. Even if
Walton had pled them, his tolling argument would still fail because any defects in
the engine were not “inherently unknowable,” nor is he “blamelessly ignorant” of
his claimed injury. In the Court’s view, Walton could have discovered any defects
in the engine any time after 2017 within the statute of limitations period. Walton’s
apparent failure to test the efficacy of the engine while the statute of limitations ran
does not make its claimed defects unknowable, nor does it operate to toll the statute’s
running.
12. The Court of Common Pleas raised the issue of Accurate Machine’s
lack of counsel, sua sponte, 47 but decided that it would first determine whether it had
jurisdiction over the matter.48 It told Rowe: “So what I’m saying, Mr. Rowe, is you
don’t have to take any action necessarily right now to hire an attorney [for Accurate
Machine], but pending the decision you may have to.” 49
13. The Court of Common Pleas identified at least three issues – whether
Rowe was properly added as a defendant, whether Accurate Machines was required
46
Walton’s Op. Br. at 8, D.I. 19.
47
A-025-A-028; Rowe is the owner and operator of Accurate Machine. (B-001). As
a Form 50 Agent in JP Court, Rowe represented Accurate Machine, the sole
defendant at that time. (A-008).
48
A-027-A-028.
49
A-028.
11
to litigate through counsel, and whether the action was barred by the statute of
limitations. The Court chose to address the last issue first in the interest of judicial
economy because it alone had to potential to be case dispositive.50 Perhaps it could
have taken a different, more time consuming approach, but that Court elected to take
the most efficient and pragmatic one. In this Court’s view, it certainly was not wrong
to do so.
THEREFORE, the decision of the Court of Common Pleas is AFFIRMED.
IT IS SO ORDERED.
/s/ Ferris W. Wharton
Ferris W. Wharton, J.
50
The Court already was aware of the statute of limitations issue because the Justice
of the Peace Court dismissed the Walton’s complaint on that basis.
12