IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
EZLINKS GOLF, LLC,
Plaintiff,
v. C.A. N0. Nl6C-07-080 PRW CCLD
PCMS DATAFIT, INC.
Defendant.
Submitted: December 16, 2016
Decided: March 13, 2017
Corrected: March 21, 2017
MEMORANDUM OPINION AN]) ORDER
Upon Defendant PCMS Datafz`t, Inc. ’S Partial Motion to Dismiss,
GRANTED.
Stuart Brown, Esquire, Laura D. Hatcher, Esquire, DLA Piper LLP (US),
Wilmington, Delaware, Jeffrey S. Torosian, Esquire (pro hac vice) (argued), Eric
Roberts, Esquire (pro hac vice), DLA Piper LLP (US), Chicago, Illinois,
Attorneys for EZLinkS Golf, LLC.
William D. Johnston, Esquire, Kathaleen St. J. McCormick, Esquire, Mary F.
Dugan, Esquire, Meryem Y. Dede, Esquire, Young Conaway Stargatt & Taylor,
LLP, Wilmington, Delaware, Krista S. Schwartz, Esquire (pro hac vice), Jones
Day, San Francisco, California, Margaret C. Gleason, Esquire (pro hac vice)
(argued), Jennifer W. FitzGerald, Esquire (pro hac vice), Jones Day, Pittsburgh,
Pennsylvania, Attorneys for PCMS Dataflt, Inc.
WALLACE, J.
I. INTRODUCTION
Plaintiff EZLinks Golf, LLC (“EZLinks”) filed this lawsuit against
Defendant PCMS Datafit, Inc. (“PCMS”). EZLinks alleges PCMS fraudulently
induced EZLinks into entering a Reseller Agreement and then breached that
Reseller Agreement.
Before the Court is PCMS’s Partial Motion to Dismiss. PCMS asserts that
EZLinks’s fraudulent-inducement claim rehashes its breach-of-contract claim.
PCMS argues that Delaware law prohibits a party from recomposing a
quintessential contract claim as a fraud claim. Because EZLinks’s claims of
fraudulent-inducement and breach-of-contract, though sufficiently distinct, have
identical damages allegations, the Court GRANTS PCMS’s Partial Motion to
Dismiss.
II. FACTUAL AND PROCEDURAL BACKGROUND
In late 2013, EZLinks, through a third party, solicited a Request for
Proposals (“RFP”) from various companies for a new Point-of-Sale (“POS”)
system.l In mid-January 2014, PCMS responded (the “PCMS Proposal”).
EZLinks thoroughly reviewed the PCMS Proposal, and the parties began a
working relationship2 The parties first made direct contact on February l4, 2014.3
' Pl.’s Compl. 1111 7-9.
2 Pl.’s Compl. at 1 15.
And a phone conference followed on February 18, 2014.4 EZLinks contends
PCMS representatives stated then that “their point-of-sale solution could handle
‘remote printing.”’5
PCMS provided EZlinks with sales demonstrations of PCMS’s proposed
POS system on March 6 and l3, 2014.6 On March 18, 2014, several of EZLinks’s
directors had a technical meeting with PCMS to discuss the POS’s specifics.7 The
parties had further meetings on April 22, April 30, and May 28, 2014.8
The parties’ CEOS met on August l, 2014. There, PCMS’s CEO made the
following statements: (l) PCMS could complete the project for the POS system to
meet EZLinks’s current customer demands within Seven months, with “Phase 0”
completed by November 2014, “Phase l” completed by January 5, 2015, and
“Phase 2” completed by March 2015; and (2) PCMS could complete the project for
the POS System to meet EZLinks’s current customer demands on a budget of $1.4
million.9
Pl.’s Compl. at 11 l6.
Pl.’s Compl. at 11 16.
5 Pl.’s Compl. at 1 l6.
6 Pl.’s Compl. at 11 l7.
Pl.’s Compl. at 11 18.
Pl.’s Compl. at ‘1] 19.
9 Pl.’S Compl. at\lZl.
EZLinks now contends that PCMS made these statements to fraudulently
induce EZLinl