VRNS II, LLC v. Desmarias

IN THE SUPERIOR COURT FOR THE STATE OF DELAWARE

VRNS II, LLC, )
)
Appellant, )
)
v. ) C.A. No. N25A-07-003 CEB
)
JOSEPH DESMARIAS, )
)
Appellee. )
)
)

Submitted: January 5, 2026
Decided: January 28, 2026

MEMORANDUM OPINION

Upon Appellant’s Appeal from the Court of Common Pleas: AFFIRMED.

John R. Weaver Jr., Esq., Wilmington, Delaware. Attorney for Appellant.

Robert C. McDonald, Esq., SILVERMAN, MCDONALD & FRIEDMAN, Wilmington,
Delaware. Attorney for Appellee.

Butler, R.J.
FACTUAL BACKGROUND

This is an appeal from a judgment of the Court of Common Pleas regarding a

contract dispute. Defendant-Appellee, Joseph Desmarias (“Desmarias”), was hired

by Plaintiff-Appellant VRNS II, LLC (“VRNS”) to demolish a home and remove

debris from a property owned by VRNS (“the Property”). 1 The agreement was
F

negotiated by Desmarias and Praveen Patel (“Mr. Patel”), the property manager for

VRNS. 2 The only written evidence of the agreement’s existence was an estimate for
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$23,000 (“the Estimate”) to “REMOVE ALL UTILYS FENCE REMOVE HOUSE

AND HAUL AWAY FILL WITH STONE GRAVLE DIRT AND TOP.” 3 The 2F

Estimate required that VRNS pay a 50% deposit before the project was started but

notably contained no date for performance. 4 3F

After receiving the initial deposit, Desmarias obtained a demolition permit for

a three-month period from February 16, 2022, to May 16, 2022. 5 He rented an 4F

excavator and a Bobcat, and had 40 tons of dirt delivered to the site. 6 The house 5F

1
The facts are taken from the Court of Common Pleas June 9, 2025, Decision After Trial, C.A.
No. CPU4-22-002095 [“Dec. at #”].
2
The parties had worked together in the past and it was usual practice for Desmarias to survey a
property and then provide an estimate, but Mr. Patel denied Desmarias access to the home
located on the Property. It was also their usual practice that the Estimate would serve as a
starting point and additional costs would be assessed throughout the demolition project. Trial Tr.
88:7-90:15.
3
Appellant’s Opening Br., Ex. B.
4
Id.
5
Dec. at 4.
6
Trial Tr. 99:3.
2
was demolished in just one day, but complications arose when it came to sorting and

disposing of the debris. 7 Sorting is a necessary step in a demolition project as some
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materials are expensive to dump while other materials can be recycled at a more

favorable rate. 8 Upon demolishing the house, Desmarias discovered the home was
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filled floor to ceiling with “every piece of furniture you could ever imagine” as it

was previously occupied by “hoarders.” 9 The dumpsters were rented at $550 for
8F

each load emptied and there was an additional fee for each ton brought to the

landfill. 10 9F

When some 20 tons of debris had been removed without making a dent,

Desmarias contacted Mr. Patel about the rising cost of debris removal and the need

for additional money beyond the Estimate. 11 The two agreed that Desmarias would
10F

purchase a dump truck to avoid the $550 per dumpster fee and keep costs low. 12 At
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this time, Mr. Patel procured a check for $8,000 and told Desmarias that the

remaining $1,000 on the Estimate would be paid to him following completion of the

project. 13 Desmarias then purchased a dump truck but it required immediate repairs,
12F

thus stalling the project. Desmarias testified that he communicated nearly every day

7
Dec. at 5.
8
Id.
9
Id.
10
Id.
11
Id. at 5-6.
12
Id. at 6.
13
Id.
3
with Mr. Patel regarding the delay and that at no time was he told the delay was

problematic or that VRNS expected performance at an earlier date. 14
13F

When Desmarias returned to the Property with an operable dump truck

sometime in the beginning of May, but before the expiration of the demolition

permit, he discovered that VRNS had hired a different contractor to complete the

job. 15 At trial, the president of VRNS, Mr. Vinod Patel (“Mr. Vinod”), claimed that
14F

Mr. Patel had repeatedly tried to contact Desmarias about returning to the Property

because there were complaints from the neighborhood about the unsightly scene and

VRNS had received an environmental violation from New Castle County. 16 15F

Desmarias’ testimony was that Mr. Patel knew he was fixing the dump truck with

the intention of returning to the Property to complete the job and that their last

correspondence was two days prior to Desmarias discovering he had been

replaced. 17 At the time of his replacement, Desmarias had been paid $22,000 of the
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original $23,000 estimate.

VRNS hired three contractors to replace Desmarias and they completed the

job in around two weeks. 18 VRNS filed this breach of contract action in the Court
17F

14
Id.
15
Id. at 7.
16
Tr. 49:11 – 50:10.
17
Dec. at 6-7.
18
Id. at 8.
4
of Common Pleas seeking $43,916.30 for the cost of hiring the replacement

contractors. 198F

DECISION OF THE COURT OF COMMON PLEAS

The Court of Common Pleas found that a contract existed between Desmarias

and VRNS and that both parties had breached the contract by failing to perform. 20 19F

The determinative question then was which party breached first and excused the

other party’s nonperformance. VRNS argued that Desmarias breached first by

failing to complete the job in a timely manner. 21 Desmarias argued that there was
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no breach on his part because the parties had never specified a time for performance

and he could have performed within a reasonable time, namely before the expiration

of the permit on May 16th. 22 Mr. Patel did not testify at trial so Desmarias’ testimony
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was the only evidence before the Court as to their communications. VRNS’ position

was undermined by the absence of any testimony from Mr. Patel, who was the person

employed by VRNS that arranged the contract with Desmarias.

The Court of Common Pleas held that the unchallenged testimony of

Desmarias demonstrated that VRNS was aware that Desmarias intended to perform

within a reasonable time and that the delay was caused by both parties’ interest in

19
Id.
20
Id.
21
Id. at 9.
22
Id.
5
lowering costs through the use of a dump truck. 23 VRNS deviated from its normal
22F

course of business and expected the job to be completed in a timeframe not

contemplated by the agreement, therefore Desmarias did not commit a breach. 24 The 23F

fact that replacement contractors hired by VRNS completed the job within two

weeks suggested that Desmarias reasonably could have performed before the

expiration of the permit. 25 The Court’s ultimate conclusion was that VRNS had
24F

wrongfully repudiated the agreement and was not entitled to recover damages. 26 25F

STANDARD OF REVIEW
“When sitting as an intermediate court of appeals, and unless otherwise

mandated by statute, the Superior Court’s function is basically the same as the

Delaware Supreme Court.” 27 This Court must determine “whether the factual
26F

findings made by the trial judge are adequately supported by the record and are the

product of an orderly and logical deductive process.” 28 In doing so, this Court “will
27F

23
Id. at 10.
24
Id. at 11.
25
Id. at 10.
26
Id. at 13.
27
Baker v. Connell, 488 A.2d 1303, 1309 (Del. 1985).
28
Massey v. Nationwide Assurance Co., 2018 WL 4692488, at *2 (Del. Super. Sept. 28, 2018)
(quoting Wyatt v. Motorola, Inc., 1994 WL 714006, at *2 (Del. Super. Mar. 11, 1994)).
6
not make its own factual findings, weigh evidence, or make credibility

determinations.” 29 For errors of law, the standard of review is de novo. 30
28F 29F

ANALYSIS
VRNS’s sole contention on appeal is that Desmarias breached first when he

“took over two months to be in a position to complete the work on a permit issued

by the County with date certain that it terminates.” 31 VRNS argues that the
3 F

expiration of the demolition permit substitutes as the time for performance and since

there was no way Desmarias could have completed the job in time, VRNS was

justified in hiring contractors who could do the job before the permit expired.

Under Delaware law, if a contract does not specify a time for performance,

the party has a reasonable amount of time to perform. 32 “The party asserting a right
31F

based on a reasonable time period must provide evidence of what is a reasonable

time to perform under the contract.” 33 What constitutes a reasonable time to perform
32F

is generally a question of fact. 34
33F

29
Meyers v. Chatham Cove Association of Unit Owners, 2025 WL 1744378, at *2 (Del. Super.
June 24, 2025).
30
Robert J. Smith Companies, Inc. v. Thomas, 2001 WL 1729143, at *2 (Del. Super. Dec. 10,
2001).
31
Appellant’s Opening Br. at 6.
32
Pivotal Payments Direct Corp. v. Planet Payment, Inc., 2020 WL 7028597, at *8 (Del. Super.
Nov. 30, 2020).
33
Id. (quoting Gluckman v. Holzman, 51 A.2d 458, 467 (Del. Ch. 1947)).
34
Id. (quoting HIFN, Inc. v. Intel Corp., 2007 WL 1309376, at *11 (Del. Ch. May 2, 2007)).
7
The Court of Common Pleas conducted significant fact finding on this issue

at trial. The parties never expressly agreed on a timeframe and while the three-

months allowed by the permit could have supplied the reasonable time for

performance, Desmarias testified that VRNS knew the job would take longer

because of the sizeable amount of debris in the home. The Court of Common Pleas

found Desmarias’ testimony to be credible and due to Mr. Patel’s absence from the

trial, the Court found no reason to doubt his statements that VRNS agreed that the

dump truck was a good idea and permitted him time to conduct repairs. After

weighing the evidence, the Court of Common Pleas followed “an orderly logical

process” in concluding that Desmarias’ delay while repairing the truck was not

unreasonable in light of the parties’ oral agreement.

Furthermore, even if the reasonable time to perform was prior to the expiration

of the permit, there was no evidence supporting VRNS’ conclusion that Desmarias

would not have been able to complete the work in the two weeks between his return

to the Property and the end of the permit. He testified at trial that he believed he

could have finished the job in that time and the replacement contractors did in fact

complete the job in around two weeks. The Court of Common Pleas’ finding was

adequately supported by the record.

“Under Delaware law, repudiation is an outright refusal by a party to perform

a contract or its conditions entitling ‘the other contracting party to treat the contract
8
as rescinded.’” 35 “[A] party may repudiate through a voluntary and affirmative act
34F

rendering performance apparently or actually impossible” and “[a] party's good faith

belief that the other is already in breach of the agreement does not privilege a party

to repudiate its obligations.” 36
5F

The record supports the finding of the Court of Common Pleas that VRNS

repudiated the contract by replacing Desmarias before allowing him a reasonable

time to perform. Absent testimony from Mr. Patel, there was no reason for the Court

to doubt Desmarias’ statements that he had been ousted from the Property without

any warning from VRNS.

CONCLUSION

For all of the foregoing reasons, the rulings of the Court of Common Pleas
are AFFIRMED.

IT IS SO ORDERED.

/s/ Charles E. Butler
Charles E. Butler, Resident Judge

35
Concrete v. CDE Glob., ID, 2025 WL 3083282, at *10 (Del. Super. Nov. 3, 2025) (citing
CitiSteel USA, Inc. v. Connell Ltd. P'ship, 758 A.2d 928, 931 (Del. 2000)).
36
Id. (first quoting Level 4 Yoga, LLC v. CorePower Yoga, LLC, 2022 WL 601862, at *16 (Del.
Ch. Mar. 1, 2022); and then quoting HIFN, Inc., 2007 WL 1309376, at *14).
9