                                       COURT OF CHANCERY
                                             OF THE
                                       STATE OF DELAWARE
SELENA E MOLINA
MASTER IN CHANCERY                                                         LEONARD L. WILLIAMS JUSTICE CENTER
                                                                            500 NORTH KING STREET, SUITE 11400
                                                                              WILMINGTON, DE 19801-3734

                                 Final Report: August 29, 2019
                                  Draft Report: July 31, 2019
                                 Date Submitted: June 17, 2019


     Victoria D. Chambers, pro se                     James D. Chambers, pro se
     3 Paxton Lane                                    511 North Union Street, Apt. 3I
     Bear, DE 19701                                   Wilmington, DE 19805

                                 Sheldon S. Chambers, pro se
                                 1332 Goldeneye Drive
                                 New Castle, DE 19720

               Re:   IMO the Estate of Evelyn Chambers
                     C.A. No. 2018-0630-SEM

     Dear Litigants:

               In this estate matter, two siblings filed a petition titled “Petition for

     Challenging Validity of a Will” naming their mother’s estate and their third sibling,

     the current executor of their mother’s estate, as respondents. The respondents’ first

     motion to dismiss was granted, in part, dismissing the petitioners’ challenges to the

     will’s validity as time-barred but allowing other claims not addressed in the motion

     to dismiss to remain. The respondents have now moved for dismissal on the merits

     of the remaining claims. For the following reasons, I recommend that the second

     motion to dismiss be granted. This is my final report.
C.A. No. 2018-0630-SEM
August 29, 2019
Page 2

       I.     Background

       As more fully developed in my March 26, 2019 Final Report, 1 which was

adopted as an Order of this Court on April 11, 2019,2 this estate matter boils down

to a dispute between three siblings (Respondents Sheldon S. Chambers, Executor of

the Estate of Evelyn Chambers, individually, and on behalf of the estate

(“Respondents”)3 and Petitioners Victoria and James Chambers (“Petitioners”)) as

to the administration of their mother’s estate.

       In the petition filed on August 23, 2018, Petitioners raised concerns about the

will admitted to probate 4 and averred that after he was appointed as executor,

Sheldon breached his fiduciary duties, breached agreement(s) with Petitioners, and

failed to reimburse James for funeral expenses.5 The former was dismissed as time-

barred but the latter remained, surviving the first motion to dismiss without prejudice

to Respondents’ ability to file a second motion to dismiss within twenty (20) days

of my Final Report becoming an Order of the Court.6 Respondents timely filed their

second motion to dismiss on April 12, 2019 and the motion was fully briefed and



1
  Docket Item (“D.I.”) 23.
2
  D.I. 25.
3
  I use first names in this final report for clarity and intend no familiarity or disrespect.
4
  See, e.g., D.I. 1 (“Compl.”) ¶ 4.
5
  See id. at ¶ 6
6
  D.I. 23. Respondents’ request for attorneys’ fees and costs was also denied without
prejudice but that request has not been renewed in the second motion to dismiss.
C.A. No. 2018-0630-SEM
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Page 3

submitted for consideration on June 17, 2019.7 I issued my draft report on July 31,

2019, recommending dismissal, and no exceptions were filed pursuant to Court of

Chancery Rule 144.8         This final report makes the same findings and my

recommendations are unchanged.

       II.    Analysis

       Pending before me is Respondents’ second motion to dismiss. Using the

forgiving eyes I urged Respondents to adopt in my first ruling, Respondents interpret

the pro se petition to include claims for (1) breach of fiduciary duty, (2) failure to

distribute non-probate assets, and (3) failure to pay for services rendered. Because



7
  Petitioners also filed, on April 9, 2019, a document titled “Request for Production of
Documents” addressed to Respondents and this Court. D.I. 24. Respondents answered the
request via letter on April 18, 2019. D.I. 28. I interpret the former as requests for
production under Court of Chancery Rule 34, the latter as a timely response thereto, and I
decline to interject myself, sua sponte, into the parties’ discovery efforts. Further, to the
extent discovery disputes are ripe (or ripening), such would be mooted by the
recommended granting of Respondents’ second motion to dismiss.
8
  Per Court of Chancery Rule 144(d)(1), notice of exceptions to my draft report were due
by August 12, 2019. On that date, the Court received a letter from Petitioners, dated August
7, 2019, explaining that Petitioners have requested medical records “to support their
claims” and requesting additional time to receive and review those records before
responding to “dismissal claims made by the Respondent and his previous counsel.” D.I.
37. I interpreted the letter as a request for an extension of the August 12, 2019 deadline
and issued an order on August 15, 2019 denying such request for lack of good cause. D.I.
38. Thereafter, Petitioners filed “Petitioners Response to Respondent’s Motion to
Dismiss”, with a number of exhibits. D.I. 39-43. This filing is an untimely attempt to
avoid dismissal based on numerous factual allegations outside the four corners of the
petition and not properly before this Court for consideration. See infra n.19. It presents
no basis for reconsideration of my draft report or August 15, 2019 order, even had it been
timely filed.
C.A. No. 2018-0630-SEM
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Page 4

Petitioners do not disagree with these characterizations and I, likewise, do not see

any additional claims pled in the petition, I adopt them and address each in turn.

             A. Petitioners’ Breach of Fiduciary Duty Claim Should Be Dismissed.

      Respondents argue that Petitioners’ breach of fiduciary duty claim should be

dismissed for failure to state a claim under Court of Chancery Rule 12(b)(6). The

standards governing a motion to dismiss for failure to state a claim are well-settled:

      (i) all well-pleaded factual allegations are accepted as true; (ii) even
      vague allegations are “well-pleaded” if they give the opposing party
      notice of the claim; (iii) the Court must draw all reasonable inferences
      in favor of the non-moving party; and ([iv]) dismissal is inappropriate
      unless the plaintiff would not be entitled to recover under any
      reasonably conceivable set of circumstances susceptible of proof. 9

“I need not, however, ‘accept conclusory allegations unsupported by specific facts

or … draw unreasonable inferences in favor of the non-moving party.’” 10

      “To plead a claim for breach of fiduciary duty, the Complaint must allege ‘(1)

that a fiduciary duty exists and (2) that the fiduciary breached that duty.’” 11 In the

probate context, executors, like Sheldon, stand as fiduciaries and “[t]he executor’s

duty is to carry out the wishes of the decedent as expressed in the will.” 12 Executors


9
  Savor, Inc. v. FMR Corp., 812 A.2d 894, 896-97 (Del. 2002) (internal quotation marks
and citations omitted).
10
   In re Straight Path Commc'ns Inc. Consol. S’holder Litig., 2018 WL 3120804, at *9
(Del. Ch. June 25, 2018), aff'd sub nom. IDT Corp. v. JDS1, LLC, 206 A.3d 260 (Del.
2019).
11
   Howland v. Kumar, 2019 WL 2479738, at *3 (Del. Ch. June 13, 2019).
12
   In re Estate of Reichert, 2001 WL 1398579, at *2 (Del. Ch. Oct. 31, 2001).
C.A. No. 2018-0630-SEM
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Page 5

also owe a “duty of loyalty and care to the estate’s beneficiaries” 13 which “is aimed

at ensuring the proper administration of the decedent’s estate.”14

       Petitioners allege that Sheldon, as executor, breached his fiduciary duties

owed to the estate and Petitioners, as beneficiaries of the estate, by (1) selling the

decedent’s house and keeping the proceeds, (2) not communicating with Petitioners,

and (3) failing to repay or reimburse James for funds he spent on the decedent’s

funeral. I find these allegations, even taken together, fail to state a cognizable claim.

       First, Sheldon could not have breached his duties to the estate or Petitioners

by selling the decedent’s house and keeping the proceeds for himself. The will

admitted to probate, and for which the time to challenge its validity has passed,

specifically bequeaths the decedent’s house to Sheldon.15 Sheldon was charged with

following through with that bequeath and his assumption of ownership and

disposition of the property cannot form the basis of a breach of fiduciary duty claim.

       Second, Petitioners’ complaints about Sheldon failing to communicate with

Petitioners and repay or refund the funeral expenses incurred by James are

conclusory and too vague to support an inference that Sheldon breached his fiduciary


13
   In re Estate of Farren, 2015 WL 3797432, at *5 (Del. Ch. June 18, 2015).
14
   Id.
15
   See In the Matter of Evelyn Chambers, 168119 RR, D.I. 2. “Because the Register of
Wills is a Clerk of the Court of Chancery, filings with the Register of Wills are subject to
judicial notice.” Arot v. Lardani, 2018 WL 5430297, at *1 n.6 (Del. Ch. Oct. 29, 2018)
(citing 12 Del. C. § 2501; Del. R. Evid. 202(d)(1)(C)).
C.A. No. 2018-0630-SEM
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duties to either the Petitioners or the estate.16 Specifically, even assuming Sheldon

had a duty to communicate with Petitioners, Petitioners fail to allege what

information Sheldon failed to communicate to them or what inquires they made of

Sheldon that were unanswered (and for how long).17 Likewise, Petitioners fail to

allege that Sheldon affirmatively declined to repay or refund the expenses incurred

by James (i.e., in communications or by failing to list the repayment or refund as an

expense of the estate in an accounting) or that the estate has been administered and

the repayment or reimbursement was not provided, despite its priority to other claims

or expenses.18 Without this information, Petitioners’ claim for breach of fiduciary

duty for failure to repay or reimburse James is, at best, premature and unripe.19



16
   See RCS Creditor Tr. v. Schorsch, 2017 WL 5904716, at *16 (Del. Ch. Nov. 30, 2017).
17
   Cf. NHB Advisors, Inc. v. Monroe Capital LLC, 2013 WL 6906234, at *4 (Del. Ch. Dec.
27, 2013) (explaining a trustee’s duty to keep beneficiaries “reasonably informed of
changes involving the trusteeship and about other significant developments concerning the
trust and its administration” and finding unspecified alleged failures to communicate
insufficient to support a breach claim) (internal citations and quotation marks omitted).
18
   Although Petitioners allege “[u]pon settlement of the estate … [Sheldon] failed to
reimburse petitioner, James” and attach what they call a “Recapitulation” of the estate
(Compl. ¶6, Ex. I), the allegation is in conflict with the Register of Wills docket (which
reflects that the estate is still open) and the “Recapitulation” is, on its face, the summary
page from the December 26, 2017 inventory of the estate and does not reflect final
disposition of the estate. See In the Matter of Evelyn Chambers, 168119 RR, D.I. 35-36.
19
   See Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1039 (Del. 2004).
Respondents contend that Sheldon has not refused to repay or reimburse James (D.I. 26)
but, because Respondents’ contention is outside the four-corners of the petition, I decline
to rely upon it in addressing the motion to dismiss. See White v. Panic, 783 A.2d 543, 547
n.5 (Del. 2001) (“As a general rule, the Court of Chancery must confine its consideration
on a motion to dismiss to the face of the complaint.”).
C.A. No. 2018-0630-SEM
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                B. Petitioners’ Claim for Failure to Distribute Non-Probate Assets
                   Should Be Dismissed.

         Respondents argue that Petitioners’ claim for failure to distribute non-probate

assets should be dismissed for failure to state a claim under Court of Chancery Rule

12(b)(6) and for lack of subject matter jurisdiction. I agree as to the former and, as

such, decline to address the latter.

         Petitioners’ failure to distribute non-probate assets is, essentially, a breach of

contract claim: Petitioners allege that Sheldon failed to split the proceeds from the

sale of decedent’s home (a non-probate asset that passed to Sheldon) with

Petitioners, in equal shares, despite an agreement to do so. “[T]o survive a motion

to dismiss for failure to state a breach of contract claim, [Petitioners] must

demonstrate: first, the existence of the contract, whether express or implied; second,

the breach of an obligation imposed by that contract; and third, the resultant damage

to the plaintiff.”20 But, “[m]erely pleading that a breach of contract occurred,

without alleging the existence of the contract, is not sufficient to state a valid

claim.” 21 Stated another way, if facts regarding the formation and existence of a

contract are neither alleged, nor can be reasonably inferred from the pleadings, a




20
     VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003).
21
     Goodrich v. E.F. Hutton Grp., Inc., 542 A.2d 1200, 1204 (Del. Ch. 1988).
C.A. No. 2018-0630-SEM
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breach of contract claim is insufficiently pled and cannot survive a motion to dismiss

under Court of Chancery Rule 12(b)(6).

       Petitioners failed to sufficiently plead that a contract was formed between

them and Sheldon as to the sale proceeds. Rather, all Petitioners averred was that

decedent “wanted the home sold and the proceeds distributed equally among the

three children.” 22 But no facts are alleged that could permit this Court to infer that

a contract came into being and Sheldon breached its terms. 23 As such, the claim of

breach of contract, or failure to distribute non-probate assets, should be dismissed.24

              C. Petitioners’ Claim for Failure to Pay for Services Rendered Should
                 Be Dismissed.

       The final claim evident in the petition is one for failure to pay for services

rendered. Like the failure to distribute, this claim is, essentially, a breach of contract




22
   Compl. ¶1. Although Petitioners argue that their mother “wanted her 3 children to divide
up the proceeds equally amongst each other, to which we agreed[,]” (D.I. 29), such
argument is outside the four-corners of the petition and, even if considered, fails to support
a reasonable inference that a valid contract was formed. See Griffin Corp. Servs., LLC v.
Jacobs, 2005 WL 2000775, at *4 (Del. Ch. Aug. 11, 2005) (declining to consider a factual
allegation made for the first time in a responsive brief); infra n.22.
23
   See Black Horse Capital, LP v. Xstelos Holdings, Inc., 2014 WL 5025926, at *12 (Del.
Ch. Sept. 30, 2014) (“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.”) (internal citations and quotation marks omitted).
24
   And, to the extent Petitioners’ claim arises in equity (such as one for promissory
estoppel), it must, likewise, fail because Petitioners failed to allege any promises or bad
acts by Sheldon that would support the division of proceeds that Petitioners seek.
C.A. No. 2018-0630-SEM
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claim: Petitioners allege that Sheldon failed to pay for adequate care for their

mother, despite an agreement to do so. This claim should be dismissed.

       First, Petitioners fail to sufficiently allege the existence of a contract.

Petitioners allege that Sheldon “agreed to care for her [(their mother)] at home.”25

This alleged agreement was to provide “care,” says nothing about hiring and paying

care providers, and fails to set forth the date of such agreement, the explicit terms of

the agreement, and the consideration provided for the agreement. 26 Second, even if

Petitioners had sufficiently alleged the existence of an agreement by Sheldon to

provide “care” to their mother, they have failed to allege that Sheldon breached that

agreement. The petition states, conclusively, that neither Sheldon nor decedent

could afford to hire 24-hour care for the decedent. 27 Even accepting this as true, it

is not reasonable to infer a breach of an agreement to provide “care” solely from an

inability to pay for professional 24-hour care. 28 Thus, Petitioners’ claim for failure

to pay for services rendered should be dismissed. 29



25
   Compl. ¶ 1.
26
   See supra n.22.
27
   Compl. ¶ 6.
28
   See Allen v. Encore Energy Partners, L.P., 72 A.3d 93, 109 (Del. 2013) (demonstrating
that a breach-of-contract complainant must plead nonconclusory facts supporting an
inference that the specific contractual duties owed to the complainant were breached).
29
   To the extent Petitioners’ claim arises in equity (such as one for promissory estoppel), it
must, likewise, fail because Petitioners failed to allege any promises or bad acts by Sheldon
in connection with the care provided, or not provided, to their mother.
C.A. No. 2018-0630-SEM
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      III.   Conclusion

      For the foregoing reasons, I find that Petitioners’ remaining claims each fail

to state a claim for which relief may be granted under Court of Chancery Rule

12(b)(6) and should be dismissed. Accordingly, I recommend the motion to dismiss

be granted. This is my final report in this matter and exceptions may be taken in

accordance with Court of Chancery Rule 144.

                                      Respectfully,

                                      /s/ Selena E. Molina

                                      Master in Chancery
