                                       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.
Civil Action 10223-MA
July 22, 2016
Page 2 of 9

      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.
Beck v. Greim and Bombay Woods Maint. Corp.
Civil Action 10223-MA
July 22, 2016
Page 4 of 9

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.
 Beck v. Greim and Bombay Woods Maint. Corp.
 Civil Action 10223-MA
 July 22, 2016
 Page 5 of 9

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.
Beck v. Greim and Bombay Woods Maint. Corp.
Civil Action 10223-MA
July 22, 2016
Page 6 of 9

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.
Beck v. Greim and Bombay Woods Maint. Corp.
Civil Action 10223-MA
July 22, 2016
Page 7 of 9

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
Page 8 of 9

      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).
  Beck v. Greim and Bombay Woods Maint. Corp.
  Civil Action 10223-MA
  July 22, 2016
  Page 9 of 9

          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.
