Kenneth S. Clark, Jr. Judge
Dean A. Campbell, Esq. for Plaintiffs
Loren R. Barron, Esq. for Defendant Myro Corporation Inc. d/b/a AmeriSpec Home Inspection Service DECISION ON APPEAL OF COMMISSIONER'S RECOMMENDATION
On January 17, 2019, Defendant Myro Corporation d/b/a AmeriSpec Home Inspection Service ("AmeriSpec") appealed the Commissioner's Recommendation to deny it's Motion for Judgment on the Pleadings. For the reasons stated below, the Commissioner's Finding of Fact and Recommendation ("Recommendation") is REJECTED and Defendant AmeriSpec's Motion for Judgment on the Pleadings is GRANTED.
Procedural History and Facts
Plaintiffs Connie Mohn and Carole Ferguson ("Plaintiffs") purchased a manufactured home upon a leased lot from Defendants Carol Goertzel and Charlene Flanagan ("Sellers"). Prior to settlement, on April 15, 2016, AmeriSpec performed a home inspection on behalf of Plaintiffs pursuant to a written agreement. After settlement, Plaintiffs determined that the home had water damage. On June 23, 2017 Plaintiffs filed their Complaint against Sellers and AmeriSpec alleging, inter alia, that AmeriSpec breached their agreement by failing to properly inspect the home. AmeriSpec filed its Answer on September 15, 2017.
Defendant AmeriSpec filed this Motion for Judgment on the Pleadings on October 31, 2017. Plaintiffs filed their Response to the Motion on January 2, 2018 and a motion hearing was held before the Commissioner on March 1, 2018; the Commissioner reserved decision. Upon the Commissioner's request, the parties then filed supplemental information, case law, and responses. The Commissioner then filed his Recommendation to deny AmeriSpec's motion on January 4, 2019. On January 17, 2019 Defendant AmeriSpec filed an Appeal of the Commissioner's Recommendation. Plaintiffs' Counsel filed their response on February 13, 2019.
Standard of Review
A Commissioner's decision to deny a motion for judgment on the pleadings is case dispositive. The Court reviews objections made to case dispositive determinations de novo.
Ct. Com. Pl. Civ. R. 112(A)(4).
Ct. Com. Pl. Civ. R. 112(A)(4)(iv).
Discussion
After the pleadings are closed but within such time as not to delay the trial, any party may move for judgment on the pleadings. The motion will be granted when no material issues of fact exist, and the moving party is entitled to judgment as a matter of law. The court may consider documents outside of the pleadings when the document is integral to a plaintiff's claim and incorporated into the complaint. In that instance, "a complaint may, despite allegations to the contrary, be dismissed where the unambiguous language of documents upon which the claims are based contradict the complaint's allegations."
Ct. Com. Pl. Civ. R. 12(c).
Desert Equities, Inc. v. Morgan Stanley Leveraged Equity Fund, II, L.P., 624 A.2d 1199, 1205 (Del. 1993).
Vanderbilt Income and Growth Assocs., L.L.C. v. Arvida/JMB Managers, Inc., 691 A.2d 609, 613 (Del. 1996).
Hillman v. Hillman, 910 A.2d 262, 269 (Del. Ch. 2006).
The Court is presented with an express written agreement ("Inspection Agreement") regarding the relationship between Plaintiffs and AmeriSpec. Pursuant to the Inspection Agreement, Plaintiffs and AmeriSpec agreed that "[a]ny legal action arising from this agreement...must be commenced within one (1) year from the date of the Services. Failure to bring such an action within this time period shall be a complete bar to any such action and a full and complete waiver of any rights, or claims based thereon."
Plaintiffs' realtor engaged AmericSpec to perform the inspection. Only one of the Plaintiffs was on premises to sign the inspection agreement when the inspection was performed. The Court finds the agreement binding as to both Plaintiffs.
Defendant AmeriSpec's Motion for Judgment on the Pleadings, Exhibit "A" (emphasis added).
The agreement was dated, and AmeriSpec conducted its inspection on April 15, 2016. Plaintiffs filed this action on June 23, 2017, approximately fourteen months after the date of the services provided by AmeriSpec. The applicable limitations period ordinarily would be the three-year limitation imposed by 10 Del.C. § 1806. Delaware law, however, does permit the contractual limitation of actions if the limitation is reasonable. When considering the reasonableness of contractual limitations of actions, the court will generally uphold limitations that do not violate the public policy reasons underlying statutes of limitations. As such, a contractual provision that reasonably abbreviates the time for filing a claim is enforceable because it enhances public policy in favor of resolving claims. As stated by the court in Shaw, "it is to the interest of the public to discourage the litigation of old or stale demands," therefore a contractual limitation will be considered valid "so long as it remains a reasonable time, hastens the enforcement and complements the policy behind the statute of limitations."
Defendant AmeriSpec's Motion for Judgment on the Pleadings ¶¶2-3.
Shaw v. Aetna Life Insurance Co., 395 A.2d 384, 386 (Del. Super. 1978).
Id.
Aircraft Serv. Int'l, Inc. v. TBI Overseas Holdings, Inc., 2014 WL 4101660, at *3 (Del. Super. August 5, 2014).
Shaw, 395 A.2d at 386.
The applicable contractual provision in the Inspection Agreement expressly limits the period within which any legal action may be commenced to "within one (1) year of the date of the Services." While Delaware law has not expressly addressed contractual limitations in home inspection agreements, it has upheld one-year limitations as reasonable with regard to sales contracts and insurance policies. Here, the contractual limitation is a reasonable time and complements the public policy underlying the statute of limitations. Therefore, Plaintiffs' claims against AmeriSpec are completely barred under the contractual limitations provision in the Inspection Agreement.
Defendant AmeriSpec's Motion for Judgment on the Pleadings, Exhibit "A."
See 6 Del.C. §2-725(1); Murray v. Lititz Mut. Ins. Co., 5 Terry 447 (Del. Super. 1948).
AmeriSpec's Motion for Judgment on the Pleadings raises other grounds for entry of judgment. The Court declines to address them inasmuch as it finds the filing beyond the contractual limitations period dispositive. --------
Conclusion
Defendant AmeriSpec is entitled to judgment as matter of law. Therefore, the Commissioner's Finding of Fact and Recommendation is REJECTED, and Defendant AmeriSpec's Motion for Judgment on the Pleadings is GRANTED.
IT IS SO ORDERED this ___ day of March, 2019.
/s/ _________
Kenneth S. Clark, Jr.
Judge