                             COURT OF CHANCERY
                                   OF THE
 SAM GLASSCOCK III           STATE OF DELAWARE                  COURT OF CHANCERY COURTHOUSE
  VICE CHANCELLOR                                                        34 THE CIRCLE
                                                                  GEORGETOWN, DELAWARE 19947


                          Date Submitted: October 6, 2014
                          Date Decided: October 15, 2014

Michael A. Weidinger, Esquire                  Blake Rohrbacher, Esquire
Seton C. Mangine, Esquire                      Richards Layton & Finger, P.A.
Pinckney, Weidinger, Urban & Joyce LLC         One Rodney Square
1220 North Market Street, Suite 950            920 North King Street
Wilmington, Delaware 19801                     Wilmington, Delaware 19801

              Re:    Vaccaro v. APS Healthcare Bethesda, Inc. and Universal
                     American Corp., Civil Action No. 9637-VCG

Dear Counsel:

      This matter involves a dispute over severance obligations in the employment

agreement between Plaintiff Jerome Vaccaro and Defendants APS Healthcare

Bethesda, Inc. (“APS”) and Universal American Corp. (“Universal”), entered into

on January 10, 2012 (the “Original Agreement”), amended on April 29, 2013 (the

“Amended Agreement”), and at all times governed by New York law. Reduced to

its simplest terms, the parties’ dispute concerns whether the Amended Agreement

completely replaced all severance obligations in the Original Agreement, as the

Defendants contend, or only replaced a portion of the severance obligations in the

Original Agreement, leaving the rest in place, as the Plaintiff contends. At this

stage in the litigation, the Defendants have moved to dismiss or stay the Plaintiff’s

action, arguing both that I should use my discretion to defer to a first-filed action in
the United States District Court for the District of Delaware1 and that this Court

lacks subject matter jurisdiction to hear the dispute. In this Letter I address the

latter threshold issue of whether this Court properly has jurisdiction over the

Plaintiff’s claims.

       This Court is one of limited jurisdiction. The Court of Chancery’s subject

matter jurisdiction is confined to three realms: “(1) the invocation of an equitable

right; (2) a request for an equitable remedy when there is no adequate remedy at

law; or (3) a statutory delegation of subject matter jurisdiction.”2 The Complaint

here implicates only the second of these prongs—the request for an equitable

remedy: contract reformation. The Plaintiff has brought four Counts stemming

from the severance dispute: (1) breach of contract for the Defendants’ alleged

violation of the Amended Agreement; (2) breach of contract for the Defendants’

alleged violation of a separate severance agreement executed at the time of the

Plaintiff’s release; and, in the alterative, (3) fraud for the Defendants’ alleged

intentional misleading conduct inducing the Plaintiff to enter the Amended

Agreement and (4) reformation of the Amended Agreement to conform to the

Plaintiff’s understanding of the severance obligations at the time of contracting.


1
  Whether the federal lawsuit, which involves APS and Universal suing Vaccaro and other
parties over allegedly fraudulently inducing the sale of Partners Healthcare Solutions, Inc. to
Universal, sufficiently meets the test announced in McWane Cast Iron Pipe Corp. v. McDowell-
Wellman Engineering Co., 263 A.2d 281, 283 (Del. 1970), is an issue that I reserve for a later
ruling.
2
  E.g., Gladney v. City of Wilmington, 2011 WL 6016048, at *3 (Del. Ch. Nov. 30, 2011).
                                              2
As only Count IV seeks an equitable remedy,3 this Court’s subject matter

jurisdiction over the dispute hinges on its survival. The Defendants concede that

this Court has jurisdiction over claims seeking reformation of a contract, but argue

that the Plaintiff’s claim seeking reformation here fails as a matter of New York

law, would not survive a motion to dismiss, and is essentially a mere makeweight

intended solely to, but insufficient to, invoke the jurisdiction of this Court.4

       Under New York law, “a party seeking reformation of a contract by reason

of mistake must establish, with clear and convincing evidence, that the contract

was executed under mutual mistake or a unilateral mistake induced by the other

party’s fraudulent misrepresentation.”5 The Plaintiff has pled as much, alleging in

Count IV that “[t]o the extent the Defendants’ severance obligations differ from

Vaccaro’s understanding of them, Vaccaro is entitled to have the [Amended

Agreement] reformed to conform to the parties’ specific prior understanding of the

Defendants’ severance obligations to Vaccaro,” because the “Defendants’

affirmative representations” caused him to believe that the severance payments
3
  See, e.g., Waggoner v. Laster, 581 A.2d 1127, 1135 (Del. 1990) (“It is a basic principle of
equity that the Court of Chancery has jurisdiction to reform a document to make it conform to
the original intent of the parties.”); Travelers Indem. Co. v. N. Am. Phillips Corps., 1992 WL
210560, at *2 (Del. Ch. Aug. 26, 1992) (finding proper jurisdiction over an action in which a
plaintiff sought “reformation as an alternative form of relief in several of its claims and as the
only form of relief for [other claims]” because “reformation is an equitable remedy that may be
granted only by a Court exercising equitable powers”).
4
  In briefing, the Defendants also argued that Chancery jurisdiction is improper because the
Plaintiff’s breach of contract actions at law can grant full relief. However, the Defendants are
challenging the Plaintiff’s interpretation of the contract; if this Court finds against the Plaintiff on
contract interpretation, he seeks reformation, an equitable remedy, as an alternative.
5
  E.g., Yu Han Young v. Chiu, 853 N.Y.S.2d 575, 576 (N.Y. App. Div. 2008).
                                                   3
would only increase under the Amended Agreement.6 The Defendants contend,

however, that this argument fails as a matter of New York law due to the principle

in that state that a plaintiff “cannot claim he was defrauded by an oral

representation that is contradicted by the unambiguous written contract he

signed.”7     The language of the Amended Agreement is “crystal clear,” the

Defendants argue, and provides that the severance obligations in the Amended

Agreement completely replaced those in the Original Agreement, such that any

oral representation to the contrary may not serve as grounds for a valid claim

seeking reformation under New York law.8                  Specifically, the Defendants cite

language in the Amended Agreement that the benefits enumerated therein “shall

replace any benefits or other payments that might otherwise be owed to [the

Plaintiff] under [the Original Agreement and related equity award agreements].”9

In rebuttal, the Plaintiff points to language in the Amended Agreement that

“[e]xcept as amended hereby, all other terms and conditions of [the Original

Agreement and related equity award agreements] shall remain in full force and

effect through the Termination Date.”10 The Plaintiff further points out that the

benefit-replacement clause cited by the Defendants is conditional; it applies “in the

event (i) [the Plaintiff] remains continuously employed by [Universal] through the
6
  Compl. ¶¶ 84–88; see also id. ¶¶ 77–79.
7
  Defs.’ Op. Br. in Supp. of Mot. to Dismiss or Stay, at 29.
8
  Id.
9
  Compl. Ex. B.
10
   Id.
                                                 4
Termination Date and [is] not terminated for Cause, [and] (ii) [the Plaintiff]

perform[s] [his] assigned duties in a reasonably satisfactory manner.”11 Consistent

with this language, the Plaintiff contends that only one section of severance

obligations in the Original Agreement was replaced by the Amended Agreement,

and that by the language of the Amended Agreement this new set of benefits would

“replace any benefits or other payments” only if the Plaintiff fulfilled the added

requirements of working through the agreed termination date, avoiding termination

“for Cause,” and satisfactorily performing his assigned duties. In other words, the

Plaintiff argues that he was always guaranteed, at a minimum, the severance

obligations found in other sections of the Original Agreement, which were left in

place by the Amended Agreement as an alternative severance package in the event

that the Plaintiff quit, was terminated “for Cause,” or was found not to have

satisfactorily performed his assigned duties. To the extent both the Plaintiff’s and

the Defendants’ readings of the contract are plausible, an ambiguity exists, and

reformation based on fraud is available, if warranted, under New York law.

           In order to find that the Plaintiff’s claim seeking reformation fails as a matter

of law, I must determine “with ‘reasonable certainty’ that a plaintiff could prevail

on no set of facts that can be [reasonably] inferred from the pleadings,” when taken




11
     Id.
                                               5
as true.12 Here, without making any determination as to the ultimate validity of the

Plaintiff’s claims, I find that the language of the Amended Agreement, and

consequently its effect on the severance obligations in the Original Agreement, is

reasonably subject to diverging interpretations.           Contrary to the Defendants’

position, the language of the Amended Agreement is not so clear as to preclude the

Plaintiff’s fraudulent-inducement argument under New York law, and thus his

claim seeking reformation in this Court.13 Rather, the claim seeking reformation

endures, and with it so does this Court’s subject matter jurisdiction over the

dispute.

       Accordingly, for the foregoing reasons, the Defendants’ Motion to Dismiss

for Lack of Subject Matter Jurisdiction is DENIED.                Nothing in this Letter

prevents any party from seeking case dispositive motions with respect to any

count. To the extent the foregoing requires an Order to take effect, IT IS SO

ORDERED.

                                                  Sincerely,

                                                  /s/ Sam Glasscock III

                                                  Sam Glasscock III

12
   Cf. Solomon v. Pathe Comm’ns Corp., 672 A.2d 35, 38 (Del. 1996) (citation omitted)
(considering a motion to dismiss for failure to state a claim).
13
   The Defendants have not explicitly argued whether the reformation sought in Count IV would
lead to substantially the same remedy as that advanced under the common-law fraud claim of
Count III. Based on the very limited record before me, I cannot say that the legal damages
available for fraud in the inducement of the Amended Agreement are equivalent to reformation
such that the legal remedy is sufficient here.
                                             6
