IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

SIEDAH ROSA VAZQUEZ,
Plaintiff,

V.
C.A. No. N19C-10-265 FWW
THE ESTATE OF KEITH
ORZECHOWSKI, CHRISTOPHER
ORZECHOWSKI, and BRITTANY
ORZECHOWSKI,

Defendants.

Ne ee ee ee ee eee ee ee Se Sa Sa

Submitted: March 27, 2020
Decided: July 13, 2020

Upon Defendants’ Motion for Summary Judgment
GRANTED

OPINION AND ORDER

 

David E. Matlusky, Esquire, The Matlusky Firm, LLC, 1423 N. Harrison Street,
Wilmington, DE 19806; Attorney for Plaintiff.

Clark C. Kingery, Esquire, Clark C. Kingery, P.A. 2013 W. 18th Street, Wilmington,
DE 19802; Attorney for Defendants.

WHARTON, J.
I. INTRODUCTION

This Court is the third stop in the parties’ journey undertaken to resolve a
dispute involving a property located at 202 South Connell Street in Wilmington,
Delaware (“property”). The origins of the dispute are found in a Lease with Option
to Purchase executed by the deceased fathers of the Plaintiff, Siedah Rosa Vazquez
(“Vazquez”) and the individual Defendants, Christopher and Brittany Orzechowski
(“the Orzechowskis”). That agreement, executed on January 7, 2009, contemplated
a 10 year lease of the property at a rate of $600 per month with an option in favor of
the tenant to buy the property, exercisable on or before 10 years from the date of the
agreement. After Vazquez’ father, the tenant in the original agreement, died, she
executed a nearly identical Lease Agreement with Option to Purchase
(“Agreement”) with the Orzechowski’s father on February 1, 2010 for a term of nine
years at the same monthly rent. The option to purchase expired nine years from the
date of the Agreement. The Orzechowskis’ father died in November 2017, with the
property passing by intestate succession to the Orezechowskis. Ultimately, a dispute
between the children of the original landlord and the child of the tenant arose. The
Orzechowskis brought a summary possession action in the Justice of the Peace
Court. That matter was stayed while Vazquez litigated in the Court of Chancery.
After the Chancery Court action was dismissed on the Orzechowski’s motion, the

parties returned to Justice of the Peace Court. There the case was stayed again while
Vazquez brought this action in the Superior Court. The Orzechowskis, along with
the estate of their father (collectively “Defendants”), move for summary judgment,
effectively asking this Court to send the case back to where this litigation journey
began, in the Justice of the Peace Court. Ifthe parties are to continue their litigation
journey, a return to the Justice of the Peace Court is the next stop. The Court finds
that there are no genuine issues of material fact and Defendants are entitled to
judgment as a matter of law. The Motion for Summary Judgment is GRANTED.
II. PROCEDURAL HISTORY

The Defendants began litigating in the Justice of the Peace Court in January,
2019. They claimed that Vazquez was in arrears in her rental payments, and so, they
sought summary possession and back rent.’ That case was stayed at the joint request
of the parties pending a declaratory judgment action brought by Vazquez in the Court
of Chancery.” The Chancery matter ended when that court dismissed the case on the
Defendants’ motion for lack of equitable jurisdiction.? On November 25, 2019, the
Justice of the Peace Court case was stayed again, indefinitely, pending resolution of

this action brought in Superior Court.* The Complaint in this Court alleges breach

 

! Defs.” Mot. Summ. J. at 1, D.I. 9.

* Id., Stip. of Facts.

3 Siedah Rosa Vasquez v. Estate of Keith Orzechowski, et al., F&S Transaction ID
64113469 (Del. Ch. Aug. 20, 2019, Zurn, VC).

4 Defs.’ Mot Summ. J. at 2, D.I. 9.
of contract. Vazquez alleges that she has performed all of her obligations under the
Agreement, but the Defendants breached the Agreement by “wrongfully declaring
the Contract in default, threatening Plaintiff with termination and/or forfeiture
without justification or cause, creating a judgment lien against the property and
wrongfully filing an action for Summary Possession.”® She demands judgment for
all rental payments, reimbursement for improvements and repairs to the property, a
declaration that the Justice of the Peace Court action is void, and counsel fees and
costs.’ The Defendants move for summary judgment, arguing that, based on the
stipulated facts, Vazquez is in breach of the Agreement by failing to pay rent and
property taxes, and wrongfully claims that they are in breach.* They argue that the
matter can, and should, be fully litigated in the Justice of the Peace Court.
I. FACTS

In the Court of Chancery matter, the parties submitted a Stipulation of Facts.
Defendants have provided this Court with the same Stipulation of Facts for the
purpose of resolving this motion.'® There are no facts, other than those found in the

Stipulation, in the record in this case. The following facts found in the Stipulation

 

> Compl., D.1.1.

© Id.

a.

8 Defs.’ Mot. Summ. J., D.I. 9.
? Ia.

10 Td., Stip. of Facts.
are relevant to the Court in deciding this motion: (1) the Agreement entered into by
Vazquez and the Orzechowskis’ father, Keith Orzechowski, attached to the
Stipulation as Exhibit “B”, is a legally binding contract; (2) prior to the death of
Keith Orzechowski, Vazquez was never advised that she was in default of the
Agreement, nor were any actions ever brought against her by Keith Orzechowski;
(3) Vazquez, who has occupied the property since January, 2009 (presumably with
her father, since that is when he executed the original agreement), has paid $600 per
month through March, 2018; (4) as of December, 2018, there are delinquent real
estate taxes in the amount of $10,026.65 owed to the City of Wilmington and
$10,026.65 owed to New Castle County; (5) there is a judgment lien against the
property in the original amount of $40,958.85 entered against Keith Orzechowski in
the Family Court and transferred to the Superior Court on June 29, 2010; (6) “[nJot
withstanding [sic] the present filing before this Court [the Court of Chancery] and
subject to the facts incorporated in this stipulation, Plaintiff [Vazquez] has not acted
to exercise the Purchase Option in Paragraph 9 of the Agreement;” (7) Vazquez filed
a lis pendens with the New Castle County Recorder of Deeds; (8) after retaining
counsel, Vazquez has deposited $7,200 into her counsel’s escrow account."

The relevant provisions of the Agreement between Vazquez and Keith

Orzechowski are: (1) the lease was for a term of nine years beginning on February

 

" Td.
1, 2010 at the rate of $600 per month payable monthly, with an option to purchase;
(2) should Vazquez exercise her option to purchase, the monthly rental payments
would be applied to reduce the purchase price; (3) Vazquez was responsible for all
utilities, real estate taxes, and repairs; (4) Vazquez had a right to purchase the
property on or before nine years from the date of the lease for a purchase price of
$75,000 in exchange for a deposit of $13,200; (5) both the deposit and the rental
payments were to be applied to reduce the purchase price; (6) should Vazquez
default on the lease agreement, both the deposit and the rental payments would be
forfeited; (7) the landlord was prohibited from terminating the lease unless Vazquez
was in default of three months’ rent, but if Vazquez was in default for that period of
time, she forfeited her right to purchase the property; (8) if Vazquez failed to cure
any condition of the lease (other than payment of rent) within 30 days of a written
demand, the landlord had the option to declare the lease null and void; and (9) the
landlord was obliged to keep any mortgage payments current and not create any new
liens against the property.’
IV. THE PARTIES’ CONTENTIONS
In their motion for summary judgment, Defendants argue that the Stipulation

of Facts establishes that there are no genuine issues of material fact and they are

 

'2 Td. at Ex. B.
entitled to judgment as a matter of law.'? Specifically, they argue that, in effect,
Vazquez has stipulated she was in default of the Agreement because she has
stipulated that she has not paid property taxes or rent for two years.'* They point out
that Vazquez has stipulated that she has not moved to exercise the Purchase Option,
and that option has expired.’ The Defendants dispute that they breached the
Agreement by virtue of the judgment lien against the property incurred by Keith
Orzechowski, contending that the landlord did not “create” a new lien when
judgment was entered against him.'® In any event, they maintain that type of lien
was outside the contemplation of the provision barring the landlord from creating
new liens, which they say was directed at stripping equity through new mortgage
financing.!” Finally, Defendants argue that this issue can and should be resolved in
the context of their action for summary possession in the Justice of the Pease Court."®

Vazquez opposes the motion. In doing so, she incorporates by reference the
“stipulated facts agreed to by the parties.”'? She claims she was current on all

monthly rental and tax payments at the time of Keith Orzechowski’s death, and it

 

13 Defs.’ Mot. Summ. J., D.I. 9.

M4 Td. at 3.

1S Td.

16 Td. at 5.

17 Td.

18 Td.

19 P].’s Resp. to Defs.’ Mot. Summ. J., at 2, D.I. 12.
was only after she declined to enter into a new lease agreement that the
Orzechowskis declared the Agreement null and void via written and oral

communications with her.?°

Vazquez maintains that this declaration was without
legal basis in that she was not in breach of any her contractual obligations.’ She
also claims that the judgment against Keith Orzechowski is a cloud on the property’s
title that prevents the Defendants from transferring good, marketable title to her.”*
In opposing the motion Vazquez argues: (1) there are genuine issues material
fact precluding summary judgment, notwithstanding the joint Stipulation of Facts;
(2) the Superior Court has subject matter jurisdiction over the case since it not about
possession of the property, but rather, the interpretation of the Purchase Option
provision of the Agreement; (3) pursuant to the Declaratory Judgment Act,”
summary judgment is inappropriate on her request for declaratory relief because
there are genuine issues of material fact relating to Vazquez’ claim that the
Defendants breached the contract by unlawfully declaring the contract null and void
in the absence of any breach by her and allowing a judgment to attach to the property,

and Defendants have not asserted any grounds under which they are entitled to

judgment as a matter of law; (4) the option to purchase the property remains open

 

20 Id.
21 Id.
22 Id.
3-10 Del. C. § 6502.
because the Defendants declared the contract null and void before the date set forth
in the contract; (5) declaratory judgment would “permit the parties to understand
their rights under the Contract and allow the Court to better craft a resolution to this
issue; and (6) there are genuine issues of material fact related to Vazquez’ request
for breach of contract damages.”*
V. STANDARD OF REVIEW

Superior Court Civil Rule 56(c) provides that summary judgment is
appropriate when “there is no genuine issue of material fact...and the moving party
is entitled to judgment as a matter of law.2> The moving party initially bears the
burden of establishing both of these elements; if there is such a showing, the burden
shifts to the non-moving party to show that there are material issues of fact for

6 The Court considers the “pleadings,

resolution by the ultimate fact-finder.’
depositions, answers to interrogatories, and admissions on file, together with the
affidavits, if any” in determining whether to grant summary judgment.”’ Summary

judgment will be appropriate only when, upon viewing all of the evidence in the

light most favorable to the non-moving party, the Court finds that there is no genuine

 

24 Pl.’s Resp. to Defs.” Mot. Summ. J. at 3-6, DI. 12.

5 Del. Super. Ct. Civ. R. 56(c).

26 See, Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1979) (citations omitted).
27 Del. Super. Ct. Civ. R. 56(c).
issue of material fact.22 When material facts are in dispute, or “it seems desirable to
inquire more thoroughly into the facts to clarify the application of the law to the
circumstances,” summary judgment will not be appropriate.””? However, when the
facts permit a reasonable person to draw but one inference, the question becomes
one for decision as a matter of law.*”
VI. DISCUSSION

The Complaint alleges a single count of breach of contract.*! In support of
that claim, by way of background, and in addition to the stipulated facts, it alleges,
that the contract provides that the Property shall be transferred to Plaintiff in January
of 2019,32 the Orzechowskis wrongfully declared Vazquez in breach of the
contract,*> Vazquez has never been in breach or default of the contract,** and
Vazquez began depositing rental payments into new attorney’s escrow account “due
to an abundance of caution regarding who is the rightful receiver of the payments

and the status of the anticipated transfer of the property.”*° In Count One Breach

 

28 Singletarry v. Amer. Dept. Ins. Co. 2011 WL 607017 at *2 (Del. Super.) (citing
Gill v. Nationwide Mut. Inc. Co., 1994 WL 150902 at *2 (Del. Super.)).

29 Ebersole v. Lowengrub, 180 A.2d 467, 468-69, (Del. 1962) (citing Knapp v.
Kinsey, 249 F.2d 797 (6"* Cir. 1957).

3° Wooten v. Kiger, 226 A.2d 238, 239 (Del. 1967).

31 Compl, D.I. 1.

2 Iq at 13.

33 Td. at 919.

4 Td. at J 20.

35 Id at 921.

10
of Contract, Vazquez alleges that she has performed all obligations under the
contract.*® She alleges that the Defendants breached the contract by “wrongfully
declaring the Contract in default, threatening Plaintiff with termination and/or
forfeiture without justification or cause, creating a judgment lien against the property
and wrongfully filing an action for Summary Possession.”*’ The specific relief she
requests is a judgment against the Defendants for payments made for rent,
improvements, and repairs, counsel fees and court costs, and a declaration that the
Summary Possession action in Justice of the Peace Court is void.*®

After carefully reviewing the Complaint, the Defendants’ Motion for
Summary Judgment, the Statement of Facts, and Vazquez’ Response to Defendants’
Motion for Summary Judgment, the Court makes several observations. First,
nowhere in the complaint for breach of contract, does Vazquez ask for declaratory

relief in construing the option to purchase.*? Moreover, this Court does not issue

 

36 Td. at § 25.

37 Td. at J 26.

38 Id. at § 27.

39 The only “declaration” requested in the prayer for relief is a declaration that the
Justice of the Peace Court action be void. Vasquez has offered no authority
supporting this Court’s authority to declare an action in another court void. Further,
this Court does not perceive this declaratory relief to be any different from the
impermissible anti-suit injunction sought by Vasquez in the Court of Chancery and
rejected by that court. Vasquez, Del. F&S Transaction ID 64113469 at 7, (Del. Ch.
Aug. 20, 2019, Zurn, V.C.). Finally, this Court expects that the Justice of the Peace
Court will apply any applicable considerations of collateral estoppel when resolving
the matter in that court.

11
decisions “to permit the parties to understand their rights under the Contract.” This
case is a breach of contract case, nothing more and nothing less. Next, certain
allegations in the Complaint are not supported by the Statement of Facts, and in fact,
are inconsistent with it. The Agreement does not provide that the property shall be
transferred to Vazquez in January, 2019. The Agreement merely gives Vazquez the
right to exercise an option to purchase the property on or before February 1, 2019.%°
The Agreement did not contemplate that transfer of title would occur automatically
at a date certain. Vazquez’ allegation in her Complaint that she has performed all of
her obligations in the Agreement cannot be squared with her stipulation that she has
paid no rent to the Defendants since March, 2018 and is more than $20,000 in arrears
in real estate taxes.

It is clear to the Court that, by her own admission in the Stipulation of Facts,
Vazquez breached the Agreement by failing to pay rent to the Defendants and by
failing to pay real estate taxes.*! Nevertheless, Vazquez argues that Defendants have
breached the Agreement by improperly declaring it null and void. However, this

assertion does not appear in the statement of facts, nor is it supported by affidavit.

 

40 Defs.’ Mot. Summ. J., Stip. Of Facts, Ex. B at § 9, DI. 9.

“I Tt is not clear to the Court, and Vasquez has provided no explanation, why
depositing rental payments with her attorney should absolve her of her obligation to
pay rent to Defendants. Also the amount of the delinquent real estate taxes indicates
that Vasquez had been breaching her contractual obligation to pay them for some
time.

12
Even if true, such a declaration did not affect Vazquez’ possession of the property,
nor did it affect her ability to assert her right to exercise the purchase option.” She
also alleges that the Defendant breached the Agreement by incurring a judgment lien
against the property of more than $40,000." Perhaps so. Defendants argue that the
judgment lien was not “created” by Keith Orzechowski as they view the contractual
provision as designed to prevent stripping equity from the property by new mortgage
financing. Why this distinction should matter to Vazquez is a mystery, since she
could not receive clear title to the property until all liens, whether incurred by
judgment or mortgage, were satisfied. The Court has taken notice of its own record
in the judgment matter against Keith Orzechowski.** The judgment was entered
against Keith Orzechowski in the interest of Christopher and Brittany Orzechowski,
the individual defendants here, for child support arrearages.*? The judgment has not
been satisfied on the record, and it is unknown whether there were any payments
made toward the original judgment amount. The parties have not addressed the

significance of these facts, and the Court makes no findings in that regard.

 

“2 Whether the Defendants would have resisted her attempt to exercise her purchase
option is an open question.

43 The Court notes the judgment lien was entered by the Superior Court on June 29,
2010, just 5 months after the nine year lease began. The record is silent about when

Vasquez learned of the lien.
44 Hampton v. Orzechowski, N10J-01667. (Del. Super, Jun. 29, 2010).
43 Id.

13
In the end, however, all of these questions about whether one party, or the
other, or both, breached the Agreement are beside the point. The Court need not
resolve them because the one event that was necessary to preserve Vazquez’ claim
never happened. She never exercised her option to buy the property, and that option
has expired. Paragraph 14 of the Stipulation of Facts reads: “Not withstanding [sic]
the present filing before the Court [Court of Chancery] and subject to the facts
incorporated in this stipulation, Plaintiff [Vazquez] has not acted to exercise the
Purchase Option set forth in Paragraph 9 of the Agreement.” The Court interprets
this paragraph to mean that in spite of the Court of Chancery lawsuit, unless stated
in the Stipulation of Facts, Vazquez has not acted to exercise her option to purchase.
Nothing in the Statement of Facts can be construed as an exercise of that option.
Thus, there is no genuine issue of material fact that Vazquez did not exercise her
option to purchase the property before it expired. Defendants are entitled to
judgment as a matter of law because the contract has expired. The allegations that
Defendants breached the contract by wrongfully declaring the Agreement in default
and threatening her with termination and/or forfeiture without just cause resulted in
no appreciable, compensable harm to Vazquez since she remained in possession of
the property through the lease term. Whether the judgment lien created a lien against
the property in violation of the Agreement might have been an issue had Vazquez

exercised her option to purchase the property, but she did not, and, as a result, it is

14
not. Finally, filing an action for summary possession in the court with exclusive
jurisdiction over such matters, which has yet to be adjudicated, does not amount to
a breach of the expired contract.
VII. CONCLUSION
For the reason set forth herein, Defendants’ Motion for Summary Judgment

is GRANTED.

IT IS SO ORDERED. we

 

Ferris W. Wharton, J.

15
