COURT OF CHANCERY
OF THE
STATE OF DELAWARE
TAMIKA R. MONTGOMERY-REEVES New Castle County Courthouse
VICE CHANCELLOR 500 N. King Street, Suite 11400
Wilmington, Delaware 19801-3734
July 22, 2016
Ms. Andrea C. Beck Brian T. McNelis, Esquire
260 Golden Plover Drive Young & McNelis
Bombay Woods 300 South State Street
Smyrna, DE 19977 Dover, DE 19901
Re: Andrea C. Beck v. John A. Greim and Bombay Woods Maint. Corp.,
Civil Action No. 10223-MA
Dear Ms. Beck and Counsel:
This Letter opinion addresses pro se Petitioner Andrea Beck’s exceptions to
the Master’s final report dated February 22, 2016 (“Final Report”). For the reasons
stated herein, the exceptions are granted in part and denied in part.
I. BACKGROUND AND PROCEDURAL HISTORY
On October 10, 2014, Ms. Beck filed her complaint in this action (the
“Complaint”). Ms. Beck allegedly is a homeowner in the Bombay Woods
subdivision in Smyrna, Delaware (the “Development”) and a former director and
treasurer of Respondent Bombay Woods Maintenance Corporation (“Bombay”),
which is a homeowners association. Respondent John Greim allegedly is a
homeowner in the Development and the president of Bombay.
Beck v. Greim and Bombay Woods Maint. Corp.
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July 22, 2016
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In the Complaint, Ms. Beck alleges that Respondents performed the
following acts: 1) transferred funds without legal authority or approval from the
director and disregarded proper budgeting and accounting procedures for
Bombay’s assets; 2) violated Bombay’s bylaws, Bombay’s maintenance
declaration, and the Delaware General Corporation Law; 3) removed board
members improperly; 4) failed to properly enforce the voting rights of Bombay’s
members and failed to properly notify members of upcoming community votes; 5)
retained legal counsel using Bombay’s funds without authority; and 6) failed to
maintain Bombay’s landscape, jogging trails, and storm water retention ponds.
Ms. Beck also filed numerous papers with the Court. On June 4, 2015, Ms.
Beck filed praecipes for subpoenas, including subpoenas for the production of
accounting records, tax records, and Bombay’s insurance records, to which
Respondents objected. On June 15, 2015, Ms. Beck moved for advancement of her
attorneys’ fees and expenses. On July 29, 2015, the Master denied Ms. Beck’s
motion for advancement of attorneys’ fees and expenses, overruled Respondents’
objection to Ms. Beck’s discovery requests, and ordered production of Ms. Beck’s
requested documents (the “July Draft Report”). In a letter to the Master dated
August 4, 2015, Ms. Beck stated as follows:
Beck v. Greim and Bombay Woods Maint. Corp.
Civil Action 10223-MA
July 22, 2016
Page 3 of 9
My intentions are to hire legal counsel for the community (the
corporation). I am an open and honest individual, therefore, I find it
necessary to inform you that I do not feel, that I have the abilities to
continue this case without an attorney and the reason I had requested
to be represented by counsel. The more I learn about this case, in
research of other cases, I realize that I do not know enough to be
successful for this community, (the members of this corporation), who
are deserving of legal representation. . . .
. . . I truly believe we need an attorney for the corporation, (in the best
interest of the community), to correct the errors made and to continue
this case. I am pursuing this for the community, the corporation and
last, to secure my investment (my home). I also recognize that I am a
hindrance to the court, due to my clumsy and rambling
correspondence. I respectfully ask the court to allow me the same
legal privileges as the defendants; legal support through the entity’s
insurance policy that will allow me to provide the best service I can
for this corporation. . . . If I need to engage an attorney first, and re-
file a motion of advanced attorney fees after, I will do so. I will wait
for the courts response. 1
On August 10, 2015, Chancellor Bouchard entered an order approving the
July Draft Report. Respondents produced some records to Ms. Beck, but on
October 6, 2015, Ms. Beck moved for contempt to enforce the August 10, 2015
order. Respondents opposed the motion and requested a hearing to review the
pending requests for records and subpoenas. Ms. Beck sent the Court a letter
1
Docket Item (“D.I.”) No. 53, at 2.
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Civil Action 10223-MA
July 22, 2016
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listing the matters she wanted to be considered during the hearing, stating the
reasons for her subpoenas, and explaining the relief sought from this Court:
My only intent for the records subpoenaed is to support my claim in
this case, in that: Mr. Greim and Appointees are responsible for the
damages of this corporation in their breach of fiduciary duties and the
mismanagement of the corporation, violating the members. And, the
personal violations towards the plaintiff in hate campaigns, (and
slander), Mr. Greim and Appointees have and continue to conduct.2
On November 4, 2015, after reviewing Ms. Beck’s letter, the Master issued a
draft report (the “November Draft Report”) concluding that Ms. Beck had asserted
derivative claims on behalf of Bombay against Mr. Greim for alleged corporate
misconduct. 3 Because a derivative plaintiff seeking to enforce a right of the
corporation must be represented by counsel, the Master recommended dismissing
the Complaint. 4 On November 9, 2015, Ms. Beck filed exceptions to the
November Draft Report, which the parties briefed. On February 22, 2016, the
Master adopted the November Draft Report as her Final Report. On February 26,
2016, Ms. Beck filed exceptions to the Final Report, which the parties briefed.
2
D.I. No. 58, at 3.
3
Beck v. Greim, C.A. No. 10223-MA (Del. Ch. Nov. 4, 2015) (DRAFT REPORT).
4
Id.
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Civil Action 10223-MA
July 22, 2016
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II. ANALYSIS
The Court has reviewed the record, determined that a hearing on the
exceptions is unnecessary, and conducted a de novo review of the Final Report. 5
Although the exceptions are not entirely clear, “[t]his Court has historically,
as a court of equity, given a certain leeway to pro se litigants.”6 That leeway has
been extended to Ms. Beck. Ms. Beck appears to take four exceptions to the Final
Report.
First, Ms. Beck appears to argue that the Master erred in finding Ms. Beck’s
claims against Mr. Greim are derivative claims on behalf of Bombay rather than
deed restriction claims. Specifically, Ms. Beck argues as follows:
[t]he very backbone of this case is the numerous Deeds, Declaration
Deed Restrictions, By-Laws and Certificate. These documents
execute the Plaintiff’s rights as a homeowner and resident of this
community. The rights the Deeds provide have been violated by the
Respondent which 10 Del. C. § 348.6 applies. . . . If Mr. Greim and
Appointees fail in successfully operating this corporation, it violates
the Plaintiff by decreased property value and failure to meet deed
requirements.7
5
DiGiacobbe v. Sestak, 743 A.2d 180, 184 (Del. 1999).
6
Taglialatela v. Galvin, 2016 WL 3752185, at * 3 (Del. Ch. July. 8, 2016) (citing
Durham v. Grapetree, LLC, 2014 WL 1980335, at *5 (Del. Ch. May 16, 2014)).
7
Pet’r’s Opening Br. 14.
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July 22, 2016
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I note, however, that in Ms. Beck’s opening brief in support of exceptions to the
Final Report, Ms. Beck quotes her October 26, 2015 letter to the Master as follows:
“Mr. Greim and Appointees are responsible for the damages of this corporation in
their breach of fiduciary duties and mismanagement of the corporation, violating
the members.”8 Thus, the Court agrees with the Master’s analysis in Final Report
that Ms. Beck’s purported corporate mismanagement or misconduct claims against
Mr. Greim and anyone else on behalf of Bombay are derivative claims and that
Ms. Beck must be represented by counsel in order to pursue them. 9
Second, Ms. Beck requests “that this Court consider the specific activities
Mr. Greim ha[d] taken in his efforts to threaten and harass [her].”10 I need not
8
Id. at 15 (quoting D.I. No. 58, at 3). After the quote, Ms. Beck states: “Is a
statement of looking forward; what possibly may result once this case is resolved?
This case is its entirety is a deed restriction case.” Id. The Court does not know
what this means and declines to address further.
9
See Transpolymer Indus., Inc. v. Chapel Main Corp., 582 A.2d 936, 1990 WL
168276, at * 1 (Del. Sept. 18, 1990) (TABLE) (“While a natural person may
represent himself or herself in court even though he or she may not be an attorney
licensed to practice, a corporation, being an artificial entity, can only act through
its agents and, before a court only through an agent duly licensed to practice
law.”); Lygren v. Mirror Image Internet, 992 A.2d 1237, 2010 WL 626072, at *1
(Del. Feb. 23, 2010) (TABLE) (“[C]orporate appellants Parfi and Plenteous may
not pursue this appeal because they are not represented by counsel, as required by
Delaware law.”).
10
Pet’r’s Reply Br. 10.
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July 22, 2016
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consider this issue, as the Master determined correctly that this Court lacks subject
matter jurisdiction over criminal matters.11
Third, Ms. Beck argues that the Master erred in not considering her
purported 8 Del. C. § 225 claims. Ms. Beck alleges that she was elected as a
director of Bombay and served as its treasurer until February 17, 2014 when two
other purported directors attempted to remove her as a director and treasurer. Ms.
Beck challenges her removal from the board and questions, among other things,
whether Mr. Greim and Bombay’s Vice President, Jeff Horvat, are properly elected
members of the board.12 Again, Ms. Beck’s claims are not entirely clear, but to the
extent that she seeks to pursue an action under 8 Del. C. § 225, she may proceed
pro se. 13
11
See 10 Del. C. § 342 (“The Court of Chancery shall not have jurisdiction to
determine any matter wherein sufficient remedy may be had by common law, or
statute, before any other court or jurisdiction of this State.”); see also Doe v.
Coupe, 2015 WL 4239484, at * 5 (Del. Ch. July 14, 2015) (“[T]his Court
historically has been careful not to interject itself into the law enforcement
functions that properly fall within the jurisdiction of Delaware’s courts of law.”).
12
See Pet’r’s Reply Br. 13 (“I question numerous things: What are the authorities
that Mr. Greim has to propose a 2016 budget? . . . Why does Mr. Greim believe he
is the President? . . . What authorities does Mr. Greim have in collecting funds? . .
. What authority does Mr. Greim have in submitting a voting ballot for the Board
of Directors?”).
13
This Court has authority to determine “the validity of any election, appointment,
removal or resignation of any director or officer of any corporation, and the right
of any person to hold such office” pursuant to 8 Del. C. § 225(a). See Nevins v.
Beck v. Greim and Bombay Woods Maint. Corp.
Civil Action 10223-MA
July 22, 2016
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Fourth and finally, Ms. Beck appears to argue that the Master erred in
determining that Ms. Beck’s claims regarding Mr. Greim’s failure to upkeep
Bombay’s common interest areas (e.g., Bombay’s landscape, jogging path, and
storm water retention ponds) are derivative claims. Ms. Beck’s letters to the
Master appeared to narrow her original claims to derivative claims of misconduct
or mismanagement brought on behalf of the corporation. Thus, the Master did not
analyze whether the claims that Mr. Greim failed to upkeep Bombay’s common
interest areas may be pursued under 10 Del. C. § 348. I need not decide whether
Ms. Beck may assert these claims under 10 Del. C. § 348 because the Master
should be provided an opportunity to address any such arguments in the first
instance.
In Ms. Beck’s latest letter to the Court, she appears to abandon any potential
remaining deed restriction claims in favor of pursing an action under the Common
Interest Community Ombudsperson Act:
If Your Honor feels that this case should not be in [this] Court, I
respectfully request that this case be recommend[ed] for review and
execution by State of Delaware, Common Interest Ombudsman,
Christopher Curtin, Esq., allowing Counselor Curtin to implement
Bryan, 885 A.2d 233, 237 (Del. Ch.) (allowing pro se plaintiff Rafael Nevins to
pursue an action under 8 Del. C. § 225 to determine the proper directors of the
corporation), aff’d, 884 A.2d 512 (Del. 2005) (TABLE).
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Civil Action 10223-MA
July 22, 2016
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binding arbitration. We did not have this entity at the time of my
filing in order to resolve my membership rights. 14
I refer Ms. Beck to the Common Interest Community Ombudsperson Act, in the
event that she seeks to proceed with the Common Interest Ombudsman.15
III. CONCLUSION
For the foregoing reasons, the exceptions are granted in part and denied in
part.
IT IS SO ORDERED.
Sincerely,
/s/ Tamika Montgomery-Reeves
Vice Chancellor
TMR/jp
14
D.I. No. 91, at 2.
15
29 Del. C. §§ 2540-2546.