   IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE



KIMBERLY L. JACKSON,                  )
                                      )
            Plaintiff,                )
                                      )
      v.                              )   C.A. No. 2017-0349-TMR
                                      )
TERRY C. NOCKS,                       )
                                      )
            Defendant.                )


                         MEMORANDUM OPINION

                         Date Submitted: March 30, 2018
                          Date Decided: April 24, 2018

Tiffany M. Shrenk, MACELREE HARVEY, LTD., Centreville, Delaware; Attorney
for Plaintiff.

Seth L. Thompson, THE YEAGER LAW FIRM LLC, Wilmington, Delaware;
Attorney for Defendant.



MONTGOMERY-REEVES, Vice Chancellor.
      This dispute arises from a once romantically involved couple’s shared passion

for muscle cars. Plaintiff Kimberly Jackson claims that Defendant Terry Nocks

agreed to purchase, restore, increase the value of, and sell a 1970 Chevelle, splitting

all losses, profits, and costs 50/50. Plaintiff purchased the vehicle, paid all storage

fees, and paid all restoration fees, except for $1,200 paid by Defendant. Then, once

the relationship soured, rather than honoring the alleged agreement, Defendant

claimed full ownership of the vehicle and tried to sell it. Plaintiff contends that the

parties’ agreements formed a partnership under 6 Del. C. § 15-202, or in the

alternative, a binding oral contract. In the absence of a partnership or oral contract,

she claims that she is entitled to recovery under the doctrine of promissory estoppel

because Defendant made a promise to purchase and co-own the vehicle together and

share in the restoration costs, and she reasonably relied on this promise to her

detriment. Plaintiff appears to seek specific performance and some form of damages

based on these theories. Alternatively, Plaintiff seeks money damages under unjust

enrichment.    For the reasons stated below, Plaintiff’s request for specific

performance is denied because she fails to carry her burden to show that the parties

formed a valid partnership or contract, or that Defendant made an enforceable

promise under promissory estoppel, but her request for money damages is granted

under the doctrine of unjust enrichment.




                                           1
I.     BACKGROUND

       The facts in this opinion reflect my findings based on the parties’ stipulations,

twenty-four joint documentary exhibits, and the testimony of thirteen witnesses

presented during a two-day trial. I grant the evidence the weight and credibility that

I find it deserves.1

       A.     The Parties Search for a Mustang

       On November 17, 2014, Plaintiff and Defendant (collectively, the “Parties”)

met. 2 Shortly after, they became romantically involved. Plaintiff resided primarily

in New Castle County, while Defendant lived in Sussex County, but they made it a

point to see each other Sunday through Wednesday and communicate every day by

text message or phone call.3 As most couples do, they began to discuss future plans

and endeavors. In April 2015, during a weekend spent at Plaintiff’s property in

Lewes, Delaware, the couple first started discussing the idea of purchasing a classic

car together. 4 After watching Barrett’s Auto Auction, Plaintiff told Defendant that


1
       Citations to testimony presented at trial are in the form “Tr. # (X)” with “X”
       representing the last name of the speaker, if not clear from the text. After being
       identified initially, individuals are referenced herein by their surnames without
       regard to formal titles such as “Dr.” I intend no disrespect. Exhibits are cited as
       “JX #.”
2
       Tr. 200 (Jackson).
3
       Id. at 206, 222 (Jackson).
4
       Id. at 204–05 (Jackson).

                                            2
her passion for muscle cars started in high school when she drove a 1970 Ford

Mustang. 5 Defendant assured Plaintiff he would help her find a Mustang and

someone to restore it. 6

      After their initial discussion, the Parties exchanged several text messages

regarding a potential Mustang purchase. Defendant asked for the year and color of

Plaintiff’s previous Mustang, sending corresponding pictures for comparison.7

Plaintiff answered and responded with more pictures of Mustangs similar to the one

she owned as a teenager.8 On May 14, 2015, Defendant sent a text message saying

“I’m trading the max in for a Chevelle baby!!” 9 to which Plaintiff responded,

“Nooooo … We’ll share the Mustang!! You’ll love it just as much … I promise.”10

The next day, Defendant sent Plaintiff two pictures of a 1973 Mustang that he found

“down the road from the high school.” 11 Plaintiff suggested that they see that


5
      Id.
6
      Id. at 205 (Jackson).
7
      JX 1 at 2–4.
8
      Id. at 3–5.
9
      Id. at 6. The “max” refers to a Maxima that Plaintiff purchased for Defendant, which
      he eventually traded in for a Lexus. Tr. 374–75 (Jackson), 430 (Nocks).
10
      JX 1 at 6.
11
      Id. at 8.


                                           3
Mustang together on the weekend, and they proceeded to discuss more details about

their preferences for model and trim packages.12

      B.      The Parties Purchase a 1970 Chevelle

      On May 17, 2015, the Parties attended the Ocean City Cruisin’ Car Show to

continue their search for the perfect Mustang.13 The Parties noticed, however, that

there were more Chevelles available than Mustangs.14 Defendant pointed out the

Chevelle surplus and assured Plaintiff that “[t]hey’re a lot of fun[,]” and “if we got

that . . . we could actually make money on [a Chevelle].” 15 Plaintiff, still satisfied

with the idea of purchasing a classic car, agreed. 16 Thus, after the show, the Parties

agreed to purchase the first Mustang or Chevelle that they could find at the best price

and condition. 17




12
      Id. at 9.
13
      Tr. 209 (Jackson).
14
      Id. at 209–10 (Jackson).
15
      Id. at 210 (Jackson).
16
      Id.
17
      Id. at 210–11 (Jackson).


                                          4
      On May 18, 2015, Defendant sent Plaintiff a picture of a Chevelle that he

found on classicnation.com. 18 Plaintiff responded, “That one is perfect!!”19 On May

29, 2015, Defendant sent Plaintiff a text message with an email address asking

Plaintiff to “email this person about [the] Chevelle and ask 1. Is the price 19,000

[sic] [and] 2. How many owners.” 20 The Parties continued to share and discuss

options. Plaintiff sent Defendant a link on June 2, 2015, to a North Shore classic car

garage, and Defendant sent Plaintiff nineteen pictures of a Chevelle that same day. 21

      In early June 2015, a friend of Defendant told him about a 1970 Chevelle (the

“Chevelle” or “Car” or “Vehicle”) for sale at a dealership in Georgetown,

Delaware.22 The Parties went to the shop to view the Car before making the joint

decision to purchase the Chevelle.23 On June 8, 2015, Defendant visited the

dealership alone, filled out a Bill of Sale, and told the owner that he would return the

next day with the funds to purchase the Car. 24


18
      JX 1 at 16.
19
      Id. at 17.
20
      Id. at 21.
21
      Id. at 23–29.
22
      Tr. 212–15 (Jackson).
23
      Id. at 213–14 (Jackson).
24
      Id. at 104–05 (Daisey); JX 7.

                                           5
      On June 9, 2015, Defendant returned to the dealership with Plaintiff to

purchase the Chevelle. 25 Plaintiff brought the funds for the Car’s full price and the

tax, tags, title, and registration fees associated with the Chevelle purchase.26 Shortly

after their arrival, Plaintiff stepped outside the small office for relief from cigarette

smoke. 27 While Plaintiff was outside, Defendant signed the Bill of Sale, provided

the funds for the purchase price, and obtained a temporary tag.28 The Parties then

drove the Chevelle to Plaintiff’s property in Lewes. 29 By early July 2015, Defendant

moved the Car to his mother’s house where it remained until the Parties initiated the

restoration process in June 2016. 30 Plaintiff never drove the Vehicle because, among

other reasons, Defendant was listed as the sole driver on the insurance policy. 31




25
      Id. at 214–15 (Jackson).
26
      Tr. 96 (Montigny), 216 (Jackson); JX 7, 8.
27
      Tr. 99 (Montigny), 217 (Jackson).
28
      Id. at 87–88 (Montigny), 217 (Jackson).
29
      Id. at 218 (Jackson).
30
      Id. at 383–85 (Nocks-Hagans); JX 20 at 9–11.
31
      Tr. 53 (Hudson), 224–25, 373–74 (Jackson); JX 6.


                                           6
      In late June 2015, the Parties opened a joint checking account.32 At no point

did Defendant add any funds to the account. 33 Although the Parties set up the

account for Car expenses, such as insurance premiums and restoration costs,

Defendant also withdrew funds to support his start-up trucking business as well as

various personal expenses.34 Plaintiff was aware of all of Defendant’s withdrawals,

fully encouraging his business endeavors and supporting him financially. 35

      Throughout summer 2015, they exchanged several text messages informing

each other about the whereabouts and condition of the Chevelle. 36 Defendant tuned

up the Car and took it for occasional joy rides.37 On June 16, 2015, Plaintiff texted

Defendant, “Where are you going with the car babe? I’m so jealous that you’re

sporting around in our girl without me.” 38 The Parties exchanged suggestions for

different parts and aesthetic options, including a debate over which color to paint the


32
      Tr. 222 (Jackson); JX 3.
33
      Tr. 223 (Jackson).
34
      Id. On several occasions, Defendant withdrew funds to cover his life insurance bill,
      cell phone bill, and his son’s school fees. JX 1 at 59, 83, 125.
35
      See Tr. 223 (Jackson); JX 1 at 59, 71, 83–84, 102.
36
      JX 1 at 46, 48, 53, 63, 65–66, 72, 85, 88.
37
      Id.
38
      Id. at 55.


                                            7
Chevelle, blue or black. 39 As of August 28, 2015, Defendant was the only owner

listed on the title for the Chevelle. 40 Sometime thereafter, Plaintiff saw the title and

asked Defendant why her name was not listed. 41 Defendant offered to add Plaintiff’s

name to the title but she declined, stating that they could retitle the Car at the time

they reappraise it. 42

       C.       The Restoration Process

       In August 2015, the Parties began searching for restoration shops. 43 The first

shop they visited, Sussex County Customs, gave them a $60,000 to $100,000

estimate and a one year waiting period.44 In October 2015, the Parties visited Six

Deuces Speed Shop, which gave a $50,000 to $70,000 estimate with a longer waiting

period.45 They declined to use this shop as well.46



39
       Id. at 38, 43, 57, 78–79.
40
       JX 10.
41
       Tr. 225–27 (Jackson).
42
       Id. at 227 (Jackson). Defendant denies that this conversation occurred. Id. at 451
       (Nocks).
43
       Id. at 229–30 (Jackson).
44
       Id. at 229 (Jackson).
45
       Id.
46
       Id.

                                           8
      In January 2016, the Parties broke off their relationship.47 Plaintiff had

discovered Defendant was living with another woman, Charletta McCray, and

confronted McCray in the home that McCray shared with Defendant.48 Plaintiff then

confronted the mother of Defendant’s child, Jade Wright, at her workplace, warning

Wright about Defendant’s relationships with Plaintiff and McCray. 49 A few weeks

later, the Parties made up and gradually returned to the Chevelle project. They began

discussing more exterior part options and re-exploring restoration shops.50

Defendant continued his joy rides. 51 On May 28, 2016, Plaintiff responded to a

picture Defendant sent of him posing in front of the Chevelle saying “I’m still happy

to see you and ‘our girl’ in the background.” 52

      In June 2016, the Parties agreed to take the Car to R&M Performance

(“R&M”) for restoration. 53 After a satisfactory interview with R&M, Plaintiff filled



47
      Id. at 230 (Jackson).
48
      Id. at 27 (McCray), 231–34 (Jackson).
49
      Id. at 234–35 (Jackson).
50
      Id. at 229, 235 (Jackson); JX 1 at 94–96.
51
      See JX 1 at 93, 104.
52
      JX 1 at 104.
53
      Tr. 237 (Jackson).


                                           9
out the contract, both Parties signed it, but only Plaintiff paid the $2,600 deposit.54

While both Parties received the invoices from R&M for the restoration costs,

Plaintiff alone paid them. 55 By the end of July 2016, the Parties became dissatisfied

with R&M’s service. 56 By happenstance, they met with Brian Romine, an employee

of R&M at the time, who told them how he believed the restoration could be

improved and pointed out what he believed to be disingenuous charges on their

invoice. 57 The Parties decided to remove the Car from R&M and engage Romine’s

solo services to perform the remaining restoration. 58 The Parties split the cost of the

$2,000 deposit for Romine’s services, and Defendant paid for the Car to be towed

from R&M to Romine’s shop.59 Thereafter, with one exception, Plaintiff paid all of




54
      Id. at 238–39 (Jackson); JX 13.
55
      Tr. 240 (Jackson); JX 14.
56
      Tr. 113 (Romine), 241–42 (Jackson).
57
      Id. at 242–44 (Jackson).
58
      Id. at 113 (Romine), 237, 248 (Jackson); JX 1 at 109. On July 18, 2016, Plaintiff
      sent Romine an email seeking his services. JX 22 at 5. In her email, she states, “We
      briefly met with you on July 11th to look at the progress on our vehicle . . . . Can
      we possibly meet with you on Monday . . . to discuss the project, get your opinion
      on how best to accomplish what we’re looking for, and ‘guesstimate’ the investment
      you expect we’ll have to get it to that point?” Id.
59
      Tr. 249, 254 (Jackson).


                                           10
Romine’s invoices for the restoration services.60 The Parties visited the shop once a

month to monitor the progress, and Defendant visited twice on his own.61 Both

Parties actively voiced their opinions throughout the restoration process, keeping

Romine’s recommendations in mind when making decisions. 62 The debate over

painting the Car blue or black persisted. 63 In the Parties’ conversations with Romine,

they mentioned the idea of selling the Car to fund Defendant’s son’s college

tuition.64

       In August 2016, Plaintiff’s son passed away. 65 Defendant told Romine to

communicate only with him while Plaintiff grieved the passing, and Romine

obliged.66 Plaintiff lamented that she could not remain actively involved in the

restoration process during that time, texting Defendant, “Can we please talk

tomorrow morning before you leave for [Romine’s]? I’m crushed that I can’t be


60
       Id. at 135, 159–60 (Romine).
61
       Id. at 120 (Romine).
62
       See id. at 115, 119–20, 124–25, 128, 139, 152, 157 (Romine); JX 1 at 109, 112,
       121–22.
63
       JX 1 at 123–24, 134.
64
       Tr. 129–30, 153–54 (Romine).
65
       Id. at 377 (Jackson); JX 1 at 117.
66
       Tr. 122 (Romine).


                                            11
there to go with you … that’s one of the things that’s supposed to be ‘ours.’” 67 On

August 25, 2016, Defendant instructed Romine to include Plaintiff again in the

restoration discussions. 68

      On January 18, 2017, Defendant discussed selling the Chevelle with his

insurance agent.69 Plaintiff was not a party to that conversation, despite previously

suggesting to Defendant that they sell the Car. 70

      At the end of March 2017, after Plaintiff caught Defendant sending Prada

sandals to another woman, the Parties ended their relationship, this time for good.71

Defendant, sensing the demise of the relationship, withdrew $7,000 from the their

joint checking account.72 On April 16, 2017, Defendant sent Romine a text message

instructing him not to speak with Plaintiff regarding the Chevelle. 73 Romine agreed

without further context because he knew that the title to the Chevelle remained solely




67
      JX 1 at 117.
68
      JX 24 at 107.
69
      Tr. 73–75 (Benton); JX 11 at 2.
70
      JX 1 at 92.
71
      Tr. 261, 263, 265 (Jackson), 471 (Nocks).
72
      Id. at 263, 265 (Jackson).
73
      Id. at 132, 134, 175–76 (Romine); JX 24 at 692.

                                          12
in Defendant’s name. 74 Unbeknownst to Plaintiff, Defendant visited Romine at the

shop, brought him a car part, and made a payment. 75 Later that spring, restoration

of the Chevelle ceased completely. 76

        On May 8, 2017, Plaintiff filed this action against Defendant seeking specific

performance and damages. Trial took place on January 24, 2018, and January 25,

2018.

II.     ANALYSIS

        Plaintiff argues that she is entitled to 50% ownership of the Chevelle based

on four alternative theories. All four theories rest on the same core allegations.

Plaintiff contends that Defendant agreed to purchase, restore, increase the value of,

and sell the 1970 Chevelle, splitting all losses, profits, and costs 50/50.77 These

agreements, she argues, form the basis of either a partnership, oral contract, or a

promise enforceable by the doctrine of promissory estoppel. Based on these claims,

Plaintiff seeks specific performance and some form of damages. Plaintiff avers that




74
        Tr. 132–33 (Romine).
75
        See id. at 134–35 (Romine).
76
        Id. at 131–32 (Romine).
77
        See Pl.’s Opening Br. 33–35.


                                          13
if these arguments fail, damages should be awarded to her under the doctrine of

unjust enrichment.

      A.     The Parties Did Not Form a Partnership Under 6 Del. C. § 15-202

      In Delaware, a partnership is formed through “the association of 2 or more

persons (i) to carry on as co-owners a business for profit . . . whether or not the

persons intend to form a partnership . . . .” 78 Although whether the parties intended

to be classified as partners is not determinative of whether a partnership was formed,

“[t]he creation of a partnership is [still] a question of intent.” 79 Thus, “the question

is whether or not the partners have intended to enter into a relationship . . . the

essence of which is partnership.” 80 “It is important to note that ‘[w]here the suit is

between the parties as partners, stricter proof is required of the existence of a

partnership than where the action is by a third person against either actual partners

or persons sought to be charged as partners.’” 81 “[T]here is no singularly dispositive

consideration that determines whether or not a partnership existed between two


78
      6 Del. C. § 15-202(a).
79
      Hynansky v. Vietri, 2003 WL 21976031, at *5–6 (Del. Ch. Aug. 7, 2003) (“[T]he
      fundamental inquiry in determining whether the parties created a general
      partnership is the intention of those parties.”).
80
      Ramone v. Lang, 2006 WL 905347, at *12 n.50 (Del. Ch. Apr. 3, 2006) (citing
      RUPA § 15-202 (2005) (Author’s Comments)).
81
      Id. at *12 (quoting Ellison v. Stuart, 43 A. 836, 838 (Del. Super. Ct. 1899)).


                                           14
parties.”82 “To conclude that a partnership existed, though, a court must find that

there was ‘a common obligation to share losses as well as profits.’” 83 A court may

consider the “‘acts, the dealings and conduct of the parties, and admissions of the

parties’ to establish that a partnership existed.”84 A written agreement is not

conclusive but is strong proof of an existing partnership.85 If no written agreement

exists, the Court determines whether an enforceable agreement was formed “solely

on the credibility of the parties.” 86

       Plaintiff contends that the Parties formed a partnership under 6 Del. C. § 15-

202 to carry on as co-owners of a business for profit. She asserts that their business

involved purchasing, restoring, increasing the value of, and selling the 1970

Chevelle, splitting all losses and profits equally. 87 Plaintiff argues that Defendant

breached his fiduciary duties when he improperly asserted himself as the sole owner



82
       Id.
83
       Id. (quoting Acierno v. Branmar, 1976 WL 3, at *4 (Del. Ch. Feb. 19, 1976)).
84
       Id. (quoting In re Estate of Fenimore, 1999 WL 959204, at *5 (Del Ch. Oct. 8,
       1999)).
85
       See id.; see also Hynansky, 2003 WL 21976031, at *6.
86
       See Godsell Mgmt., Inc. v. Turner Promotions, Inc., 2007 WL 4226667, at *3 (Del.
       Ch. Nov. 28, 2007).
87
       Pl.’s Opening Br. 31, 33, 36.


                                          15
of the Chevelle and interfered with Plaintiff’s partnership rights. 88 Based on this

claim, Plaintiff seeks specific performance to fulfill the alleged terms of the

agreement, as well as some form of damages.89 Because there is no written

agreement, I base my decisions solely on the credibility of the Parties.90

      Plaintiff’s partnership claim fails because she did not show that the Parties

agreed to a “common obligation to share losses as well as profits.”91 The Parties

were involved in a long distance relationship. As a result, their relationship is

documented in many text messages and emails. In fact, over 150 pages of their text

messages and thirty-one pages of their emails relate specifically to the Chevelle.



88
      Id. at 39.
89
      Id. at 39–40.
90
      The Court has reason to doubt both Parties’ credibility. Plaintiff, for example, was
      not honest with the Court about where the Chevelle was stored from June 2015 to
      May 2016, when the Parties took it to R&M for restoration. She testified that the
      Vehicle remained at her property in Lewes, with the exception of some holidays,
      but vast amounts of evidence exists—including picture documentation—that proves
      that the Vehicle remained at Defendant’s mother’s house from July 2015 to May
      2016. Compare Tr. 236–37 (Jackson), with Tr. 382–86 (Nocks-Hagans), JX 1 at
      48, 50, 72–73, 77, 91, and JX 20 at 3–11, 14–16, 18–21, 23–26. On the other hand,
      it is also clear that Defendant conducts himself in a less than forthright manner. A
      few examples include lying to his mother about how he obtained the Chevelle,
      hiding his long-term relationship with McCray from Plaintiff, and hiding his
      relationship with Plaintiff from McCray. Tr. 382 (Nocks-Hagans), 470, 472
      (Nocks).
91
      Ramone, 2006 WL 905347, at *12.


                                           16
But, this evidence, as well as twenty-two other documents, are completely bereft of

a conversation, much less agreement, between the Parties to share in potential losses.

Similarly, none of the text messages, emails, or other documents provided in this

litigation, and there are many, reflect an agreement of the Parties to split profits

50/50 as Plaintiff now claims. If anything, the evidence suggests that the Parties had

an idea for the proceeds of a potential sale to go to Defendant’s son’s (J.W.) college

education. For example, on August 3, 2015, Plaintiff texted Defendant, “Babe …

we better be able to get a TON of money when we sell the Chevelle … the kids are

telling me that college is about $50,000 a year now … so [J.W.’s] education is going

to cost upwards of $200,000!!!” 92      Plaintiff’s contemporaneous words, which

suggest a potential plan to use the funds to cover Defendant’s son’s college

education, contradict her litigation position that the Parties intended to “share any

profits 50/50.” 93 Further, Romine’s testimony at trial confirms that the Parties

mentioned using the money for J.W.’s education in his presence.94 Similarly,

Defendant testified that it was a “broad dream” for the Parties to use the funds for




92
      JX 1 at 86.
93
      Pl.’s Opening Br. 33.
94
      Tr. 129–30, 153–54 (Romine).


                                         17
J.W.’s education.95 Based on Plaintiff’s pre-litigation statements and testimony

from an unrelated third-party, I find that the Parties did not agree to share in the

profits as Plaintiff suggests. Because there was never “a common obligation to share

losses as well as profits,”96 Plaintiff’s partnership claim must fail.

      B. The Parties Did Not Create an Enforceable Contract

      In Delaware, “a valid contract exists when (1) the parties intended that the

contract would bind them, (2) the terms of the contract are sufficiently definite, and

(3) the parties exchange legal consideration.” 97 An enforceable contract must

contain all material terms, and the acceptance must be identical to the offer.98 “Overt

manifestations of assent rather than subjective intent control contract formation.”99

In determining whether an “overt manifestation of assent” occurred, the Court

considers whether a reasonable person would “conclude that the parties intended to

be bound” by examining the assent as well as the surrounding circumstances.100


95
      Id. at 483 (Nocks).
96
      Ramone, 2006 WL 905347, at *12.
97
      Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1158 (Del. 2010) (citing Carlson
      v. Hallinan, 925 A.2d 506, 524 (Del. Ch. 2006)).
98
      Ramone, 2006 WL 905347, at *10.
99
      Id.; see Shah v. Shah, 1988 WL 81159, at *868 (Del. Ch. Aug. 3, 1988).
100
      Leeds v. First Allied Conn. Corp., 521 A.2d 1095, 1101 (Del. Ch. 1986).


                                           18
Valid acceptance has three general components: (1) “an expression of commitment;”

(2) “the commitment must not be conditional on any further act by either party;” and

(3) “the commitment must be one on the terms proposed by the offer without the

slightest variation.”101 A contract is formed “when all of the terms that the parties

themselves regard as important have been negotiated.”102 In a claim for specific

performance, “all essential terms of the agreement must be sufficiently definite to

establish an enforceable contract.” 103

      Plaintiff argues that, even if the Court finds no valid partnership, the Parties

agreement to act as co-owners is still enforceable under contract law.104 Plaintiff

asserts that the contract contains the following material terms: (1) to co-own, restore,

show, and eventually sell the Car; (2) split profits 50/50; and (3) split costs associated

with the purchase and renovation 50/50.105 Plaintiff argues that Defendant’s breach

of their oral contract entitles her to specific performance. 106



101
      Ramone, 2006 WL 905347, at *11.
102
      Leeds, 521 A.2d at 1101–02.
103
      Pulieri v. Boardwalk Props., LLC, 2015 WL 691449, at *6 (Del. Ch. Feb. 18, 2015).
104
      Pl.’s Opening Br. 36.
105
      Id. at 36–37.
106
      Id. at 40, 44.


                                           19
      Plaintiff’s contract claim fails because she does not show that the Parties

agreed to two material terms of their alleged oral contract. First, as discussed above,

Plaintiff fails to point to any contemporaneous evidence that suggests that the Parties

agreed to split profits in any manner, let alone equally. Second, the evidence does

not suggest that the Parties agreed to split the purchase, restoration, and other costs

50/50. Out of all of the expenses paid toward the restoration of the Chevelle—

totaling approximately $24,390 107—the evidence reflects just one occasion where

the Parties split a cost equally, with Defendant contributing a mere $1,000 plus a

$200 towing fee. 108 Otherwise, Plaintiff bore all other costs associated with the

purchase, restoration, and maintenance of the Chevelle. 109 Plaintiff fails to identify

a single piece of contemporaneous evidence that reflects any negotiation, let alone

any agreement, to these terms. Therefore, I find that the Parties did not create an

enforceable contract under Delaware law.



107
      The Parties agreed at the time of trial that the total amount of expenditures is
      $66,890.47. Pl.’s Opening Br. 43–44; Pl.’s Reply Br. 16. After subtracting the
      purchase price and the storage fees, the restoration expenses total $24,390.47. Pl.’s
      Opening Br. 43–44.
108
      Tr. 298 (Jackson).
109
      The Parties agreed to open a joint checking account to cover expenses for the
      Vehicle. Tr. 221 (Jackson). When asked whether Defendant contributed any funds
      to this account, Plaintiff responded, “Not a dime.” Id. at 223 (Jackson). Defendant
      did not contradict this testimony.


                                           20
      Plaintiff relies heavily on Elliott v. Jones 110 to support her argument that the

Parties formed a valid agreement. 111 That case involved a claim for specific

performance to execute an agreement to purchase a race horse. 112 The plaintiff

argued that the defendant breached their agreement to share profits and expenses

equally when the defendant refused to accept the plaintiff’s share of the purchase

price. 113 Thereafter, the defendant denied the agreement set forth in their contract.114

This Court held that the “testimony at the trial showed that the contract was made as

claimed by the [plaintiff], and not as alleged by the defendant[,]” to split the purchase

and expenses for the bay mare. 115 This case is distinguishable. Plaintiff argues that

the “terms of the parties’ agreement in Elliott are similar to those to the Parties in

this case.”116 While the facts do render some parallels, Plaintiff fails to prove that

the Parties had an enforceable contract. Here, Plaintiff contends that the contract

agreement consisted of three essential terms: (1) to co-own, restore, show, and


110
      101 A. 874 (Del. Ch. 1917).
111
      Pl.’s Opening Br. 34–35, 41.
112
      Elliott, 101 A. at 874.
113
      Id.
114
      Id.
115
      Id.
116
      Pl.’s Opening Br. 35.

                                           21
eventually sell the Car; (2) to split profits 50/50; and (3) to split costs 50/50. But for

the reasons stated above, Plaintiff fails to show, unlike the plaintiff in Elliott, that

the Parties actually agreed to two of the terms that she deemed essential to the oral

contract. Therefore, Plaintiff has no basis for recovery under a breach of contract

theory.

      C. Plaintiff’s Promissory Estoppel Claim Fails

      To state a claim for promissory estoppel, Plaintiff must prove by clear and

convincing evidence that “(i) a promise was made; (ii) it was the reasonable

expectation of the promisor to induce action or forbearance on the part of the

promisee; (iii) the promisee reasonably relied on the promise and took action to his

detriment; and (iv) such promise is binding because injustice can be avoided only by

enforcement of the promise.” 117

      Plaintiff argues that to the extent that the Court does not find an enforceable

partnership or oral contract, Plaintiff is still entitled to specific performance and

some form of damages under the doctrine of promissory estoppel. 118 She asserts that

Defendant made a promise to purchase and co-own the Vehicle together and share

in the restoration costs. For the same reasons stated above, Plaintiff did not point to



117
      Lord v. Souder, 748 A.2d 393, 399 (Del. 2000).
118
      Pl.’s Opening Br. 37.

                                           22
any convincing evidence that Defendant made a promise to Plaintiff to share in the

restoration costs. Thus, Plaintiff has not proven that Defendant made this promise

by clear and convincing evidence.

      Even assuming Plaintiff could prove Defendant made a valid promise as

asserted, I am not convinced that Plaintiff reasonably relied on receiving repayment

for the purchase or restoration costs of the Chevelle. By her own admission, Plaintiff

was well aware of Defendant’s financial restrictions.119 She financed several of

Defendant’s other expenses unrelated to the Chevelle, including his attorneys’ fees

in a separate discrimination lawsuit, gifts for his son and his parents, trucks and

weekly expenses for his trucking business, an iPhone, expenses for his 40th birthday

party including paying for the musician, lavish trips, tickets to sporting events, an

appliance for his mother’s home, his monthly bills, and a $200 “weekly

allowance.”120 The evidence suggests that Defendant never agreed, nor did Plaintiff

reasonably believe, that he would contribute equally to costs associated with the

Chevelle. Therefore, Plaintiff’s request for specific performance and damages under

promissory estoppel is denied.



119
      Tr. 239–41 (Jackson).
120
      Id. at 223, 262, 275, 313, 360 (Jackson), 425, 430, 460–61, 551–52 (Nocks); JX 1
      at 58–59, 125, 136.


                                         23
      D. Plaintiff is Entitled to Recovery Under Unjust Enrichment

      Unjust enrichment is “the unjust retention of a benefit to the loss of another,

or the retention of money or property of another against the fundamental principles

of justice or equity and good conscience.” 121 To state a claim for unjust enrichment,

Plaintiff must prove “(1) an enrichment, (2) an impoverishment, (3) a relation

between the enrichment and impoverishment, (4) the absence of justification, and

(5) the absence of a remedy provided by law.” 122 “A claim for unjust enrichment is

not available if there is a contract that governs the relationship between parties that

gives rise to the unjust enrichment claim.” 123

      In the absence of an enforceable partnership, contract, or promise, Plaintiff

argues that she lacks an adequate remedy at law and should recover under the

doctrine of unjust enrichment.124 She asserts that Defendant has been unjustly

enriched, causing her impoverishment, in two ways. 125 First, Plaintiff purchased the

Chevelle, but it is titled in Defendant’s name only. Second, Plaintiff’s financial


121
      Nemec v. Shrader, 991 A.2d 1120, 1130 (Del. 2010) (quoting Fleer Corp. v. Topps
      Chewing Gum, Inc., 539 A.2d 1060, 1062 (Del. 1988)).
122
      Id.
123
      Kuroda v. SPJS Holding, L.L.C., 971 A.2d 872, 891 (Del. Ch. 2009).
124
      Pl.’s Opening Br. 43.
125
      Id. at 42.


                                          24
contributions have doubled the value of the Chevelle since its purchase. Plaintiff

avers that as a result of this enrichment at her expense, she is entitled to money

damages totaling $66,890.47.126

      Defendant concedes that the first three elements are met, but he contests the

fourth element. 127 Specifically, Defendant argues that his enrichment and Plaintiff’s

impoverishment is justified because she gave the Chevelle as a gift. A gift requires:

(1) donative intent on behalf of the donor; (2) the donee to have received the gifted

property; and (3) the donor to have relinquished the right to present and future

control over the gifted property. 128

      To prove donative intent, Defendant argues that the Parties were in a romantic

relationship in which Plaintiff gave Defendant multiple expensive gifts, including

vehicles. 129 But the mere fact that Plaintiff previously gave generous gifts, even if

the gifts are similar in value and type, does not prove that the Chevelle was also a

gift. In fact, Plaintiff’s pattern as it relates to gifts to Defendant does not mirror how


126
      Id. at 43.
127
      Def.’s Answering Br. 38. Defendant does not mention the fifth element in his brief.
      Arguments not briefed are deemed waived. Emerald Partners v. Berlin, 726 A.2d
      1215, 1224 (Del. 1999) (citing Murphy v. State, 632 A.2d 1150, 1152 (Del. 1993)).
128
      Cartanza v. Cartanza, 2002 WL 31007802, at *3 (Del. Ch. Aug. 8, 2002) (citing
      Danvir Corp. v. Wahl, 1987 WL 16507, at *6 (Del. Ch. Sept. 8, 1987)).
129
      See Def.’s Answering Br. 38.


                                           25
she treated the Chevelle. Plaintiff readily admits she gave Defendant a Maxima—

which he eventually traded for a Lexus—a motorcycle, several watches, clothes, and

lavish trips.130 But, Plaintiff argues, and I agree, that there are distinct differences

between these gifts and the Chevelle. First, Plaintiff did not assert her opinion on

the purchase, care, storage, color, or other specifics of the Maxima, Lexus, or

motorcycle. But Plaintiff asserted her opinions about the Chevelle endeavor from

which classic car to purchase—a Mustang or a Chevelle—to which color to paint

the Chevelle—blue or black.131

      Second, the Parties never described gifted vehicles as “ours” or made any joint

plans regarding those vehicles. By contrast, on June 16, 2015, one week after the

Parties purchased the Chevelle, Plaintiff texted Defendant, “Where are you going

with the car babe? I’m so jealous that you’re sporting around in our girl without

me.” 132 On May 28, 2016, in response to a picture Defendant sent of himself in front

of the Chevelle, Plaintiff texted, “I’m still happy to see you and ‘our girl’ in the

background.”133 On July 11, 2016, in an email soliciting Romine’s services to take


130
      See Tr. 268 (Jackson).
131
      See id. at 210 (Jackson); JX 38, 43, 57, 78–79.
132
      JX 1 at 55 (emphasis added).
133
      Id. at 104 (emphasis added).


                                           26
over the restoration, Plaintiff’s opening line reads: “We briefly met with you on July

11th to look at the progress on our vehicle.” 134 On August 14, 2016, right after

Plaintiff’s son passed, she texted Defendant, “Can we please talk tomorrow morning

before you leave for [Romine’s]? I’m crushed that I can’t be there to go with you …

that’s one of the things that’s supposed to be ‘ours.’” 135 On September 7, 2016,

Plaintiff emailed Defendant, “And as far as the car … that’s our dream baby, and

has been since the first day we drove off of the lot with her! . . . . It’s something fun

for us to share, look forward to, get excited . . . and fantasize about.”136 At trial,

Defendant testified that the “our” language was used “[o]ut of courtesy” “[b]ecause

we [were] in a relationship.”137 But he also testified that he and Plaintiff had

discussed how restoring the Chevelle was something for them to do as a couple. 138

      Third and finally, Plaintiff did not assert any ownership rights to any of the

uncontested gifts either during or after their relationship ended. 139 As to the



134
      JX 22 at 5 (emphasis added).
135
      JX 1 at 117 (emphasis added).
136
      JX 19 at 17 (emphasis added).
137
      Tr. 517–18 (Nocks).
138
      See id. at 437 (Nocks).
139
      Pl.’s Reply Br. 6.


                                           27
Chevelle, the evidence suggests that throughout their relationship, Plaintiff

maintained that she and Defendant co-owned the Vehicle and would enjoy it

together. 140

       Defendant points to text messages where Defendant expressed gratitude to

Plaintiff for the Chevelle as further evidence of donative intent. 141 Specifically, in

response to Defendant’s text message: “[you’re] the best . . . thank you Kimmy[,]”

Plaintiff wrote, “For more reasons than just a ‘big block’142 I hope!!” 143 That same

day, Defendant texted Plaintiff details about the Chevelle’s interior, and Plaintiff

replied, “You need a bigger damn ‘toy box’ . . . Lol. The collection just keeps

growing!”144 But, I am not convinced that these text messages alone prove donative

intent.145 It is reasonable that Defendant was grateful for Plaintiff’s willingness to

fund the project when he did not have the financial means to purchase and restore a


140
       See Tr. 228 (Jackson); Pl.’s Opening Br. 41; Pl.’s Reply Br. 11, 15.
141
       See Def.’s Answering Br. 31–32.
142
       Defendant testified at trial that the Parties referred to the Chevelle as the “big block.”
       Tr. 495 (Nocks).
143
       JX 1 at 30.
144
       Id. at 34–35.
145
       McCray and Wright testified at trial that Plaintiff told them that she purchased the
       Chevelle as a gift for Defendant. Tr. 37 (McCray), 379 (Wright). Plaintiff denies
       these statements. Pl.’s Reply Br. 3. Their testimonies are not convincing and fail to
       rebut all of the contemporaneous writings and conversations between the Parties.

                                              28
classic car on his own. Thus, the preponderance of the evidence establishes that

Plaintiff did not intend to gift the Chevelle to Defendant. Because the first element

of a gift is not met, I need not reach the second and third elements.

      Finding for Plaintiff on the basis of unjust enrichment is the equitable remedy

here. Although the Parties do not legally co-own the Vehicle, substantial evidence

suggests that both Parties intended to enjoy this Vehicle together. In particular, the

Parties exchanged several text messages that demonstrate they both actively engaged

in the decision-making process of which car to purchase. 146 Defendant texted

Plaintiff pictures of Mustangs for sale to see if they matched her first Mustang.147

Plaintiff responded with pictures of her own. 148 But when they visited the Ocean

City Cruisin’ Car Show and noticed the scarcity of Mustangs, they shifted their

search to include Chevelles. 149 Correspondingly, their text messages started to

include pictures and links of Chevelles for sale. 150 When a Chevelle became




146
      See, e.g., JX 1 at 2–9.
147
      Id. at 2–4.
148
      Id. at 3–5.
149
      Tr. 208–10 (Jackson).
150
      JX 1 at 16, 22–29.


                                         29
available, they mutually agreed to forgo the beloved Mustang and purchase the

Chevelle.151

      The Parties also collaborated in the restoration process. They visited three

restoration shops together before jointly agreeing on one.152 When the work of R&M

became unsatisfactory, the Parties decided to contract Romine’s services.153 Unless

instructed otherwise by Defendant, Romine discussed the progress of the restoration

with both Parties.154 Romine testified at trial that he had a close relationship with

both Plaintiff and Defendant, that all three of them discussed taking the Chevelle to

different car shows, and that both Parties provided comments on which exterior

designs to implement and parts to order. 155       In several instances, Defendant

forwarded text messages from Romine to Plaintiff to ensure her involvement in the

decision-making process.156 Likewise, Plaintiff forwarded text messages and emails

she received from Romine to Defendant regarding the Chevelle restoration.157


151
      Tr. 213–14 (Jackson).
152
      Id. at 229, 237 (Jackson).
153
      Id. at 242–44 (Jackson); JX 22 at 5.
154
      See id. at 115, 119–20, 124–25, 128, 139, 152, 157 (Romine); JX 24 at 107, 692.
155
      Tr. 115–20, 126–27, 152 (Romine); JX 1 at 95.
156
      JX 1 at 112–13, 121–22, 126–27, 130–32.
157
      Id. at 109.

                                             30
Romine also testified that “[t]hey wanted to have a car that they could enjoy together

and drive and cherish the moments, et cetera, et cetera.”158 Similarly, both Plaintiff

and Defendant testified that it was their dream to show the Vehicle at renowned car

shows.159

       In sum, all of this evidence suggests that while the Parties did not legally co-

own the Vehicle, they did preserve the initial intention to make joint decisions

regarding the purchase and restoration of the Vehicle and enjoy it together as a

couple. Although Plaintiff did not show that the Parties formed a valid partnership

or enforceable contract, or that Defendant made a promise enforceable by

promissory estoppel, she did show that Defendant was unjustly enriched to her

detriment. Therefore, she is entitled to all expenditures on the Chevelle, including

the storage fees incurred during the pendency of this action.

III.   CONCLUSION

       For the foregoing reasons, neither a partnership nor a contract existed between

the Parties, and Plaintiff failed to carry her burden of proving promissory estoppel.

Plaintiff, however, has shown that Defendant was unjustly enriched. Therefore, she




158
       Tr. 126 (Romine).
159
       Id. at 364 (Jackson), 527 (Nocks).

                                            31
is entitled to damages in full. The Parties shall submit a joint form of order within

five days of this opinion.

      IT IS SO ORDERED.




                                         32
