Stoltz Management v. Entrata, Inc.

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

STOLTZ MANAGEMENT OF )
DELAWARE, INC., )
)
Plaintiff, )
) C.A. No. N25C-02-367 MAA
v. )
)
ENTRATA, INC., )
)
Defendant. )
)

Submitted: November 11, 2025
Decided: January 30, 2026

Upon Defendant Entrata, Inc.’s Motion to Dismiss:
GRANTED in part, DENIED in part.

ORDER1

1. Plaintiff Stoltz Management of Delaware, Inc. (“Stoltz”) is a Delaware

corporation operating three residential apartment complexes in North Carolina.2

Defendant Entrata, Inc. (“Entrata”) is a Delaware corporation offering property

management software services to apartment managers.3

2. On or around April 12, 2021, the Parties entered into a “Software

License and Maintenance Agreement” contemporaneously with an “Entratamation

1
The Court assumes familiarity with the facts and only recites those necessary to resolving the
motion at issue.
2
D.I. 14 [“Am. Compl.”] ¶¶ 7, 14. These complexes are called the Arboretum, Lofts at Weston
(“Lofts”), and Weston Lakeside (“Lakeside”) (collectively the “Properties”). Id. ¶ 14.
3
Id. ¶¶ 8, 15.
1
Beta Test Addendum” (collectively, the “Agreement”).4 The Agreement included

deploying Entratamation—Entrata’s new smart home system and application—at

the Properties.5 Each apartment unit was to be equipped with an Entrata hub (“Hub”)

and a corresponding smart thermostat, door lock, and water leak sensor.6

3. After discovering the apartment complexes at the Properties were

existing structures, not new construction, Entrata informed Stoltz that the Hubs

required a dedicated property-wide internet network.7 Entrata suggested Stoltz

establish a property-wide network by re-wiring the apartment complexes at each

Property.8 On April 29, 2021, Entrata—through employee Makade Norton

(“Norton”)—proposed delaying Hub installation so re-wiring could take place.9

4. On June 7, 2022, Norton emailed Stoltz employees that “[Best Buy

was] almost done configuring the networks” at the Properties but Entrata was

“currently limited on the number of Entrata Hubs.”10 Norton noted Entrata “could

install all the hardware/hubs [at two of three Properties] . . . by the end of July but

with [the effects of COVID-19] we can’t make any guarantees.”11

4
Id. ¶ 1.
5
Id. ¶¶ 15-18.
6
Id. ¶ 18. Stoltz was to purchase the corresponding equipment at Best Buy. Id.; ¶ 21.
7
Id. ¶ 19.
8
Id. ¶ 19. Each re-wiring would be done with additional Ethernet cabling and ports. Id.
9
Opening Br. Ex. D [“Norton Schedule Choices Email”] at 1-2.
10
Am. Compl. ¶ 28; Opening Br. Ex. E [“Norton Update Emails”] at 3.
11
Norton Update Email at 3.
2
5. In February 2023, Entrata delivered the first Hubs to Lofts. 12 Many

Hubs were defective and caused widespread issues.13 Those Hubs would go offline

in August 2023 and never regain connectivity.14 More Hubs were then delivered to

Lakeside, but Stoltz declined to install them after the problems at Lofts.15 Stoltz

notified Entrata several times of defective Hub issues, but according to Stoltz, a

sufficient resolution never occurred.16

6. Stoltz officially terminated the Agreement with Entrata in January

2024.17 Stoltz also demanded a refund on Implementation Charges and Access

Fees.18 Entrata personnel indicated in late 2023 that a refund may be possible.19 In

early 2024, however, Entrata discontinued Entratamation and adopted a new policy

of refusing refunds.20 On February 1, 2024, Entrata’s Regional Vice President—

12
Am. Compl. ¶ 31.
13
Id. ¶¶ 32-33 (“Residents and apartment managers reported widespread issues…including safety
and security defects…”) including Hubs being offline, unable to connect to other devices, failing
to properly sync to thermostats or door locks, and adjusting the set temperature in apartments to
uncomfortable levels. Id. ¶ 33.
14
Id. ¶ 34.
15
Id. ¶ 35.
16
Id. ¶ 38 (“Stoltz gave Entrata written notice of defects with the Hubs on numerous occasions
between March 2023 and March 2024, either through emails or through help tickets submitted
through Entrata’s platform. Entrata never sufficiently corrected the issues with the Hubs or the
Application.”).
17
Id. ¶ 39.
18
Id. In 2021, Stoltz paid Entrata $233,872 in set-up and installation fees (“Implementation
Charges”). Id. ¶ 25. Starting in March 2023, Entrata charged Stoltz $37,923.36 in access fees
(“Access Fees”). Id. ¶ 36.
19
Id. ¶¶ 41-42.
20
Id. ¶ 43.
3
Katie Erinn Bernstein—communicated to Stoltz that Entrata was “not prepared to

offer eating the cost for hardware.”21

7. On October 2, 2024, Stoltz filed an action against Entrata in North

Carolina Superior Court.22 The Parties agreed to mediation to avoid further

litigation.23 The Parties also agreed that if mediation was unsuccessful, Stoltz would

file the case in Delaware (in accordance with the Agreement’s forum selection

clause).24 Mediation took place on January 13, 2025, but was unsuccessful.25 Stoltz

voluntarily dismissed the North Carolina case on February 14, 2025, the day after

Stoltz filed this action in Delaware.26

8. Stoltz sued Entrata in Delaware on February 13, 2025,27 and amended

its complaint on May 21, 2025 (“the Amended Complaint).28 The Amended

Complaint contains five counts: breach of contract;29 unjust enrichment;30 fraud;31

21
Id. ¶ 44; Opening Br. Ex. F. [“Bernstein Email”].
22
Am. Compl. ¶ 47. Stolz did not provide the Court with a copy of the complaint it filed in North
Carolina Superior Court (the “North Carolina complaint”) and did not incorporate the North
Carolina complaint by reference in this action.
23
Id. ¶ 51.
24
Id. The Agreement has a venue provision requiring litigation to occur in Delaware. Id. ¶ 50.
In North Carolina, however, such provisions are “void and against public policy.” Id. ¶ 48. [Should
we say here that we don’t need to worry about this b/c Delaware procedural rules apply now that
we are in Delaware, or something like that?]
25
Id. ¶ 51.
26
Id. ¶ 52.
27
See generally D.I. 1 [“Compl.”] (outlining the original complaint filed in the Superior Court of
Delaware (the “Complaint”)).
28
See generally Am. Compl. (outlining changes made to the original complaint).
29
Am. Compl. ¶¶ 53-65.
30
Id. ¶¶ 66-71.
31
Id. ¶¶ 72-94.
4
violation of North Carolina’s Unfair and Deceptive Trade Practices Act;32 and

violation of Delaware’s Uniform Deceptive Trade Practices Act.33

9. On June 20, 2025, Entrata filed its Motion to Dismiss (the “Motion”),

seeking dismissal of all five counts.34 On July 28, 2025, Stoltz filed its opposition

to the Motion.35 On August 20, 2025, Entrata filed its reply in support of its

Motion.36 On October 7, 2025, the Court heard oral argument on the Motion and

took the Motion under advisement.

ANALYSIS

I. Legal Standard

10. Entrata moves to dismiss the Amended Complaint pursuant to Superior

Court Rules of Civil Procedure 9(b) and 12(b)(6). The “pleadings standards

governing the motion to dismiss stage . . . are minimal.”37 The court must “accept

all well-pleaded factual allegations in the complaint as true.”38 The court must also

32
Id. ¶¶ 95-109.
33
Id. ¶¶ 110-115.
34
See generally Opening Br. (presenting Entrata’s arguments for dismissing all five Stoltz counts).
35
See generally D.I. 22 [“Answering Br.”] (presenting Stoltz’s opposition to Entrata’s Motion).
36
See generally D.I. 23 [“Reply Br.] (presenting Entrata’s reply to Stoltz’s opposition).
37
Swan Energy, Inc. v. Inv. Prot. Unit Del. Dept. of Just., 2025 WL 1744503, at *2 (Del. Super.
June 24, 2025) (citing Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531,
536 (Del. 2011)).
38
Id.
5
“read the complaint generously” and construe all such allegations “in a light most

favorable to the plaintiff.”39

11. The court “credits even vague allegations, so long as they provide the

opposing party notice of the claim; gives the non-movant the benefit of all reasonable

factual inferences; and denies the motion if recovery on the claim is reasonably

conceivable.”40 Dismissal is appropriate only where a complaint is so deficient that

the plaintiff “could not recover under any reasonably conceivable set of

circumstances susceptible of proof.”41

12. In Delaware, the “pleading standard [for fraud] is heightened[.]”42

Superior Court Civil Rule 9(b) requires that fraud claims “be stated with

particularity.”43 Rule 9(b)’s particularity requirement “serves to “(1) provide

defendants with enough notice to prepare a defense; (2) prevent plaintiffs from using

complaints as fishing expeditions to unearth wrongs to which they had no prior

knowledge; and (3) preserve a defendant's reputation and goodwill against baseless

claims.”44

39
Id. (citing Henry v. Middletown Farmers Mkt., LLC, 2014 WL 4426311, at *2 (Del. Super. Sept.
8, 2014)).
40
Id. (citing Agahi v. Kelly, 2024 WL 1134048, at *7 (Del. Super. Mar. 15, 2024)).
41
Id. (citing Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 536 (Del.
2011)).
42
KnighTek, LLC v. Jive Commc’ns, Inc., 225 A.3d 343, 351 (Del. 2020) (citing Nutt v. A.C. & S.,
Inc., 466 A.2d 18, 23 (Del. Super. 1983)).
43
Super. Ct. Civ. R. 9(b).
44
Murray v. Mason, 2021 WL 2742595, at *2 (Del. Super. June 30, 2021) (quoting In re Benzene
Litig., 2007 WL 625054, at *6 (Del. Super. Feb. 26, 2007)).
6
13. “The factual circumstances that must be stated with particularity refer

to the time, place, and contents of the false representations; the facts misrepresented;

the identity of the person(s) making the misrepresentation; and what that person(s)

gained from making the misrepresentation.”45 “Malice, intent, knowledge and other

condition[s]” of a person’s mind may be averred generally.46

II. Entrata’s Motion to Dismiss is GRANTED in part and DENIED in part.

A. Stoltz’s breach-of-contract count is DISMISSED.

14. Stoltz’s breach-of-contract claims concern Entrata’s alleged failures to

fulfill obligations under the Agreement – the contract governing this dispute.47 Stoltz

alleges Entrata breached the Agreement in several ways.48

15. Stoltz first argues Entrata was obligated to deliver functional Hubs

“within a reasonable time,” but delivered nonfunctional Hubs two years later.49

Stoltz next argues Entrata was obligated to either replace defective Hubs or provide

credit for fees incurred during the time Hubs were defective, neither of which

occurred.50 Finally, Stoltz argues Entrata refused to “eat the costs” for undelivered

45
Valley Joist BD Hldgs., LLC v. EBSCO Indus., Inc., 269 A.3d 984, 988 (Del. 2021) (citing
Browne v. Robb, 583 A.2d 949, 955 (Del. 1990); Metro Commc’n Corp. BVI v. Advanced
Mobilecomm Techs. Inc., 854 A.2d 121, 144 (Del. Ch. 2004).
46
Del. Super. Ct. Civ. R. 9(b).
47
Am. Compl. ¶¶ 53-65.
48
Id.
49
Id. ¶¶ 54-55.
50
Id. ¶¶ 56-61.
7
Hubs despite the Agreement providing that “[i]n no event shall [Stoltz] be obligated

to purchase such Hubs” upon Agreement termination.51

16. Entrata argues Stoltz’s breach-of-contract claims should be dismissed

for two reasons.52 Entrata first contends Stoltz’s Amended Complaint fails to state a

claim for breach of contract.53 Entrata asserts Stoltz’s breach-of-contract theories

fail because they contradict the plain terms of the governing documents and do not

plead necessary elements for a breach-of contract claim.54 Entrata then contends,

even if a breach-of-contract claim was pled, it is time-barred by the Agreement.55

i. Stoltz’s breach-of-contract claims are time-barred by the Agreement.

17. Delaware courts apply a three-step analysis to determine whether a

claim is time-barred.56 First, courts determine when the cause of action accrues.57

Second, courts determine whether the statute of limitations may be tolled.58 The

plaintiff must plead with specificity why the statute of limitations should be tolled.59

Third, if a tolling exception applies, courts determine when the plaintiff received

51
Id. ¶ 62.
52
Opening Br. at 3-17.
53
Id. at 13-17, 22-28.
54
Id. at 23.
55
Id. at 13-17.
56
Wind Point P’rs VII-A, L.P. v. Insight Equity A.P. X Co., 2020 WL 5054791, at *6 (Del. Super.
Aug. 17, 2020) (citing Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 860 A.2d 312 (Del. 2004)).
57
Walton, 2024 WL 3064942, at *3 (Del. Super. July 18, 2024) (quoting 10 Del. C. § 8106)).
58
Wind Point, 2020 WL 5054791, at *6 (Del. Super. Aug. 17, 2020) (citing Wal-Mart, 860 A.2d
312 (Del. 2004)).
59
Wind Point, 2020 WL 5054791, at *6 (Del. Super. Aug. 17, 2020) (citing Young & McPherson
Funeral Home, Inc. v. Butler’s Home Improvement, LLC, 2015 WL 4656486, at *1 (Del. Super.
Aug. 6, 2015)).
8
inquiry notice.60 The statute of limitations begins to run from the date when the

plaintiff received inquiry notice.61

18. Under the Agreement, “[a]ll claims must be brought within twelve (12)

months following the date that such claim arose.”62 While the Parties dispute the

types of claims contemplated by this provision, there is no dispute that contractual

claims are subject to this time-bar.63

19. During oral argument, Stoltz argued that its “position is that [all] our

contract claims accrued in February of 2024.”64 This position is nonsensical. Stoltz

terminated the Agreement in January of 2024, eliminating any obligation Entrata had

to deliver Hubs “within a reasonable time” or to replace defective Hubs beyond this

termination date.65

20. Given the plaintiff-friendly phase of the proceedings, however, the

Court resolves the pleading stage inferences in Stoltz’s favor. During oral argument,

when pressed to provide a specific date in which this contract claim accrued, Stoltz

pointed to an email dated February 1, 2024.66 The only contract claim that could

60
Wind Point, 2020 WL 5054791, at *6 (Del. Super. Aug. 17, 2020) (citing Wal-Mart, 860 A.2d
312 (Del. 2004)).
61
Id.
62
Opening Br. Ex. B. [“Beta Test Addendum”] § 15(b).
63
The Parties disagree that tort claims are subject to Beta Test Addendum § 15(b). Opening Br. at
13-17; Answering Br. at 9-11. The Parties agree, however, that Beta Test Addendum § 15(b)
applies to contractual claims. Opening Br. at 13-17; Answering Br. at 9; Tr. 45:9-12.
64
Tr. 45:21-46:1.
65
Am. Compl. ¶ 39.
66
Tr. 84:3-20; Bernstein Email.
9
arise in February 2024 is Entrata’s refusal in this email “to give Stoltz any credits

from pre-paid fees incurred when the Hubs had not worked.”67

21. The Court is skeptical that this email is incorporated by reference in the

Amended Complaint, as Stoltz only states, in conclusory fashion, that Stoltz gave

Entrata written notice of defects with the Hubs “through emails” between March

2023 and March 2024.68 Nonetheless, reading the Amended Complaint in a light

most favorable to Stolz, the Court finds Stotz’s breach-of-contract claim accrued on

February 1, 2024.

22. Because Stoltz filed this action in Delaware on February 13, 2025,

Stoltz’s breach-of-contract claim is time-barred by the Agreement unless the time

limitation provision can be extended.

ii. Equitable tolling and the Delaware Savings Statute do not extend
the Agreement’s time limitation provision.

23. Stoltz argues its breach-of-contract claims are timely because Stoltz

filed its action in North Carolina Superior Court on October 2, 2024.69 In the

alternative, Stoltz argues its claims can be saved through equitable tolling or the

Delaware Savings Statute (the “Savings Statute”).70

67
Am. Compl. ¶ 61 (“In February 2024, Entrata breached the Agreement by refusing to give Stoltz
any credits from pre-paid fees incurred when the Hubs had not worked.”).
68
Id. ¶38.
69
Answering. Br. at 12-14; Tr. 50:2-7.
70
Id. at 13-14.
10
24. Equitable tolling “is a doctrine used by courts to prevent a statute of

limitations from running after a claim has accrued.”71 “Delaware courts, both federal

and state, have recognized the concept of equitable tolling.” 72 In Delaware,

“equitable tolling may apply: (1) where the defendant misled the plaintiff, (2) where

the plaintiff was prevented from asserting his rights in some extraordinary way, and

(3) where the plaintiff has timely asserted his rights mistakenly in the wrong

forum.”73

25. The Saving Statute “provides exceptions to the applicable statute of

limitations in certain instances where the plaintiff has filed a timely lawsuit, but is

procedurally barred from obtaining a resolution on the merits.”74 The Savings

Statute was intended to alleviate the harsh consequences of the statute of limitations

when an action, through no fault of the plaintiff, is technically barred by a statute of

limitations.75 The Savings Statute, however, cannot save actions “commenced under

71
Owens v. Carman Ford, Inc., 2013 WL 5496821, at *2 (Del. Super. Sept. 20, 2013) (citing
Podobnik v. U.S. Postal Serv., 409 F.3d 584, 591 (3d Cir. 2005)).
72
Id. at *3 (citing New Castle Cty. v. Halliburton NUS Corp., 111 F.3d 1116 (3d Cir. 1997); McLeod
v. McLeod, No. N11C-03-111 (Feb. 6, 2013)).
73
Id.
74
Reid v. Spazio, 970 A.2d 176, 180 (Del. 2009) (citing Vari v. Food Fair Stores, New Castle, Inc.,
205 A.2d 529, 530 (Del. 1964); Gosnell v. Whetsel, 198 A.2d 924, 926 (Del. 1964)); 10 Del. C. §
8118(a).
75
Marvel v. Prison Ind., 884 A.2d 1065, 1067 (Del. Super. 2005) (citing Giles v. Ridolico, 140
A.2d 263 (Del. 1958)).
11
time periods established outside the parameters of Title 10.”76 The Savings Statute

also does not apply to “voluntary withdrawal of a complaint.”77

26. Neither equitable tolling nor the Savings Statute can be used to toll

Stoltz’s breach-of-contract claims.

27. First, none of the three recognized manners in which equitable tolling

applies correspond to Stoltz’s specific circumstance. Stoltz argues it “mistakenly

asserted [its] rights in the wrong forum,” but its own pleadings directly contradict

this argument.78 The North Carolina Superior Court never declared Stoltz’s claims

were in an inappropriate forum, nor could it as Stoltz voluntarily dismissed its own

complaint.79 Stoltz made the decision to forgo pursuing claims in North Carolina,80

and the doctrine of equitable tolling is not designed to save a party from its own

discretionary decision making.

28. Second, Stoltz misinterprets the scope of the Savings Statute. The time-

bar Stoltz seeks to circumvent is contractual, not statutory.81 Because the Savings

Statute only applies to time limitations arising under Title 10,82 and not by

76
Christiana Hosp. v. Fattori, 714 A.2d. 754, 757 (Del. 1998). See also Nationwide Mut. Ins. Co.
v. Am. Ind. Ins. Co., 2018 WL 2263653, at *3 (Del. Super. May 17, 2018) (“The Saving Statute
only applies to claims commenced within a limitation period set out in Title 10, Chapter 81. . . .”)).
77
Graleski v. ILC Dover, 2011 WL 3074710, at *4-5 (Del. July 26, 2011).
78
Answering Br. at 13; Am. Compl. ¶ 52.
79
Am. Compl. ¶ 52.
80
Answering Br. at 14.
81
Beta Test Addendum § 15(b).
82
Christiana Hosp., 714 A.2d. at 757.
12
contractual agreement, the Saving Statute is unable to save Stoltz’s claims from the

Agreement’s time limitations for bringing claims.

29. Even if Stoltz’s breach-of-contract claim fell under the purview of the

Savings Statute, Delaware precedent still renders the Savings Statute inapplicable.

The Supreme Court of Delaware has made clear that the Savings Statute does not

apply to voluntarily withdrawn complaints.83 The Court again notes that Stoltz

admits its North Carolina complaint was voluntarily dismissed.84

30. As the Superior Court of Delaware has held recently, it is “inappropriate

to apply the Delaware Savings Statute to save [a plaintiff] from the consequences of

his strategic actions” when a plaintiff consciously ignores a forum selection clause.85

Stoltz filed in North Carolina Superior Court because it believed North Carolina

would not enforce the Agreement’s forum selection clause.86 The Court will not

remedy Stoltz’s strategic gamble and intentional choice to ignore a mutually agreed

upon contractual provision.

31. The Court further notes Stolz twice failed to attach its North Carolina

complaint as an exhibit: once when filing its original Complaint and once when

83
Graleski, 2011 WL 3074710, at *4-5.
84
Am. Compl. ¶ 52.
85
Ney v. 3i Gp. PLC, 2025 WL 1455872, at *9 (Del. Super. May 21, 2025). See also Huffington
v. T.C. Group, LLC, 2012 WL 1415930, at *10 (Del. Super. Apr. 18, 2012) (“In the Court’s view,
it is equally inappropriate to apply the Savings Statute where a plaintiff purposely disregards a
forum selection clause.”).
86
Am. Compl. ¶¶ 47-50; Answering Br. at 7-8.
13
filing its Amended Complaint.87 Without attaching its North Carolina complaint, the

Court is unable to verify which current claims were included in the North Carolina

complaint, and which were not. Because Stoltz already had an opportunity to amend

its pleadings, the Court will not grant additional leave to attach or incorporate the

North Carolina complaint.88

32. The Court finds that Stoltz’s breach-of-contract claims, which accrued

at latest on February 1, 2024, were brought in Delaware over twelve months later on

February 13, 2025. Stoltz’s breach-of-contract claims are therefore time-barred by

the Agreement.89 Because the equitable tolling and the Saving Statute do not apply,

Stoltz’s breach-of-contract count is DISMISSED.

B. Stoltz cannot state a claim for unjust enrichment.

33. Stoltz pleads its unjust enrichment claims in the alternative to its

breach-of-contract claims.90

34. Delaware law is clear that recovery under an unjust enrichment theory

is inappropriate when a contractual agreement governs the relationship between the

87
See Compl. (having no North Carolina complaint attached as an exhibit); see also Am. Compl.
(having no North Carolina complaint attached as an exhibit).
88
Tr. 50:8-23.
89
The Court will therefore not consider the merits of the breach-of-contract claims.
90
Am. Compl. ¶¶ 66-71.
14
parties.91 Neither party disputes that the Agreement governs their relationship,92

precluding Stoltz’s unjust enrichment claims from moving forward.

35. Nonetheless, Stoltz argues its unjust enrichment claims should survive

because its claim is brought “in the alternative.”93 Stoltz contends its unjust

enrichment claims survive as an alternative to its breach-of-contract claims, citing

Tsionas v. JG, where the Court of Chancery permitted unjust enrichment claims to

survive because“[f]act issues remain as to the precise parameters of the [P]arties’

[A]greement.”94

36. According to Stoltz, there are three such disputes before the Court: “1)

whether the wiring renovations became a precondition for the delivery of any Hubs;

2) which party was responsible for the delays in wiring renovations; and 3) whether

the Agreement allowed Entrata to keep pre-paid amounts for Hubs despite

Agreement language providing that “[i]n no event shall [Stoltz] be obligated to

purchase such Hubs.”95

37. None of these disputes justify Stoltz’s unjust enrichment claims

surviving. Unlike in Tsionas, Stotz’s unjust enrichment claim does not concern the

91
Wells Fargo Bank, N.A. v. Estate of Malkin, 278 A.3d 53, 69 (Del. 2022) (quoting Metcap Secs.
LLC v. Pearl Senior Care, Inc., 2009 WL 513756, at *5 (Del. Ch. Feb. 27, 2009), aff’d, 977 A.2d
889 (Del. Aug. 13, 2009) (TABLE)).
92
Opening Br. at 21; Answering Br. at 25.
93
Answering Br. at 24-25.
94
Id. at 25; Tsionas v. JG, LLC, 2023 WL 11283815, at *4 (Del. Ch. May 9, 2024) (citations
omitted).
95
Answering Br. at 25.
15
precise parameters of the Agreement.96 Stoltz has already acknowledged that these

disputes—which are largely repeated from Stoltz’s breach-of-contract claims—are

governed by the Agreement. The disputes rather concern the parameters of Stoltz’s

right to recovery under the Agreement, which can only be determined through

contract interpretation.

38. Stoltz’s unjust enrichment count is therefore DISMISSED.

C. Stoltz’s fraud claims are either time-barred or fail to state a claim.

39. Stoltz’s fraud claims concern Entrata’s alleged misrepresentations

toward Stoltz over several years.97 Stoltz alleges three instances where Entrata made

fraudulent misrepresentations to Stoltz.98

40. Stoltz first alleges that on April 29, 2021, Norton “represented to Stoltz

in verbal and written statements that re-wiring could be completed at all three

Properties within two months, Entrata could deliver Hubs by June or July 2021, and

Best Buy could install the Hubs and other smart devices at that time”99 (the “2021

96
In Tsionas, the plaintiff alleged the defendant had been unjustly enriched by inducing the plaintiff
to dissociate from a partnership so the defendant could take an opportunity for himself that would
otherwise be shared by the partnership. Tsionas, 2023 WL 11283815, at *4. The court declined
to dismiss the unjust enrichment claim because “[f]act issues remain as to the precise parameters
of the parties’ agreement and whether recovery on an unjust enrichment theory is appropriate.” Id.
Here, by contrast, the Agreement contemplates each of the subjects Stoltz identifies as having
unresolved factual issues. Stoltz admits as much by providing largely identical pleadings for its
breach-of-contract and unjust enrichment counts.
97
Am. Compl. ¶¶ 72-94.
98
Id.
99
Id. ¶ 74.
16
Norton Statements”). Stoltz contends Entrata knew this timeline was unrealistic and

that Entrata’s employees were making these promises.100 Stoltz argues these

statements were intended to deceive Stoltz into believing Hubs could be installed in

a short period of time.101

41. Stoltz next alleges in June 2022, “Norton again misrepresented that

Entrata had sufficient Hubs to install in at least two out of the three Properties” 102

(the “2022 Norton Statements”). Stoltz contends Entrata hid material facts related

to the number of available Hubs it could deliver and defects rendering the Hubs

unusable.103 Stoltz argues Entrata’s false statements and omissions were “calculated

to induce Stoltz to stay in the Agreement . . . and to make additional material

investments towards implementing the Hubs[.]”104

42. Stoltz finally alleges that between April 2021 and March 2023, “Entrata

made additional false representations to Stoltz that the Hubs would soon be

delivered, and that the product would be ready for testing upon delivery”105 (the

“2021-2023 Statements”).

43. The required elements for a fraud claim are “(1) a false representation

made by the defendant; (2) the defendant’s knowledge or belief that the

100
Id. ¶¶ 78-79.
101
Id. ¶ 76.
102
Id. ¶ 80.
103
Id. ¶¶ 82-83.
104
Id. ¶ 85.
105
Id. ¶ 90.
17
representation was false, or reckless indifference to the truth; (3) an intent to induce

the plaintiff to act or to refrain from acting; (4) the plaintiff’s action or inaction taken

in justifiable reliance upon the representation; and (5) causally related damages to

the plaintiff.”106 Fraud may occur not just from overt representations, but “through

deliberate concealment of material facts, or by silence in the face of a duty to

speak.”107

44. The Court will address each of Stoltz’s three fraud allegations

separately.

i. Stoltz’s fraud claim for the 2021 Norton Statements is DISMISSED.

45. The Court first examines whether Stoltz has properly pled a fraud claim

for the 2021 Norton Statements.

46. The Court need not address the merits of Stoltz’s fraud claim for the

2021 Norton Statements because it is time-barred by Delaware’s statute of

limitations on fraud.108

47. The statute of limitations for bringing a fraud claim in Delaware is three

years.109 Under Delaware law, a claim for fraud “accrues at the time of the wrongful

106
Vichi v. Koninklijke Philips Elec., N.V., 85 A.3d 725, 773 (Del. Ch. 2014).
107
Stephenson v. Capano Development, Inc., 462 A.2d 1069, 1074 (Del. 1983).
108
10 Del. C. § 8106. Entrata argues the one-year contractual limitations period applies to all
claims in the Amended Complaint, including the fraud claims. Op. Br. at 13-17. Because the fraud
claims are time barred even under the three-year statute of limitations, the Court need not address
whether the one-year contractual imitations period applies to the fraud claims.
109
Vichi v. Koninklijke Philips Electronics N.V., 62 A.3d 26, 42 (Del. Ch. 2012) (citing 10 Del. C.
§ 1806)).
18
act, even if the plaintiff is unaware of the cause of action.”110 Delaware courts have

consistently held that claims of fraud based on misrepresentations accrue when the

misrepresentations are made.111

48. Delaware has long held that fraudulent concealment of a cause of action

“is an independent ground for tolling a statute of limitations.”112 Fraudulent

concealment suspends the applicable statute of limitation only until the plaintiff’s

“rights are discovered or could have been discovered by the exercise of reasonable

diligence.”113

49. Fraudulent concealment “requires that something affirmative be done

by a defendant, some ‘actual artifice’ which prevents a plaintiff from gaining

knowledge of the facts, or some misrepresentation which is intended to put the

plaintiff off the trail of inquiry.”114 A defendant’s [m]ere silence is insufficient to

establish fraudulent concealment.”115

110
Puig v. Seminole Night Club, LLC, 2011 WL 3275948, at *4 (Del. Ch. July 29, 2011) (internal
quotations omitted) (citing Smith v. Mattia, 2010 WL 412030, at *3 (Del. Ch. Feb. 1, 2010); In re
Coca-Cola Enters., Inc., 2007 WL 3122370, at *5 (Del. Ch. Oct. 17, 2007)).
111
See, e.g., Winner Acceptance Corp. v. Return on Capital Corp., 2008 WL 5352063, at *14 (Del.
Ch. Dec. 23, 2008); Van Lake v. Sorin CRM USA, Inc., 2013 WL 1087583, at *7 (Del. Super. Feb.
15, 2013); Edwards v. GigAquisitions2, LLC, 2025 WL 2092832, at *14 (Del. Ch. July 25, 2025).
112
Halpern v. Barran, 313 A.2d 139, 143 (Del. Ch. 1973) (citing Lieberman v. First Nat’l Bank, 8
Del. C. 519 (Del. 1900); 51 Am.Jur.2d, Limitations of Actions § 147).
113
Giordano v. Czerwinski, 216 A.2d. 874, 229 (Del. 1966) (citations omitted).
114
Halpern, 313 A.2d at 143 (citing Nardo v. Guido DeAscanis & Sons, Inc., 254 A.2d 254 (Del.
Super. 1969); 51 Am.Jur.2d, Limitations of Actions § 148).
115
LGM Hldgs., LLC v. Schurder, 340 A.3d 1134, 1148 (Del. 2025) (citing AssuredPartners of
Virginia, LLC v. Sheehan, 2020 WL 2789706, at *17 (Del. Super. May 29, 2020)).
19
50. Fraudulent concealment can only permit tolling “where the plaintiff has

pled the conditions comprising the fraudulent concealment, and how such conduct

prevented him from discovering his claim, with the same particularity as would be

required to plead an affirmative claim of fraud.”116

51. Stoltz’s fraud claim is based on the alleged fraudulent

misrepresentation by Entrata—through Norton—that re-wiring at all three

Properties could be completed by June or July 2021, at which time Best Buy could

install Hubs and other smart devices.117 According to the Amended Complaint, the

alleged misrepresentation was made on April 29, 2021.118 Delaware precedent

therefore supports that Stoltz’s fraud claim accrued on April 29, 2021.119

52. The Court has already determined that Stoltz’s claims were brought on

February 13, 2025. Thus, unless a tolling doctrine applies, Stoltz’s fraud claim falls

outside Delaware’s three-year statute of limitations for fraud claims.

53. Stoltz attempts to save its fraud claim regarding the 2021 Norton

statements, alleging Entrata intentionally concealed information related to the

116
Winklevoss Cap. Fund, LLC v. Shaw, 2019 WL 994534, at *9 (Del. Ch. Mar. 1, 2019) (citations
omitted).
117
Am. Compl. ¶ 74.
118
Id.
119
See, e.g., Winner Acceptance Corp., 2008 WL 5352063, at *14; Van Lake, 2013 WL 1087583,
at *7; Edwards, 2025 WL 2092832, at *14.
20
proposed timeline for rewiring and manufacturing delays.120 Stoltz’s effort falls well

short.

54. First, Stoltz fails to plead with particularity how the alleged fraudulent

concealment prevented Entrata from discovering its claim. Simply alleging Entrata

“concealed information” is not enough. Stoltz does not provide the Court with the

specific information that was concealed, who concealed the information, or why

such information was undiscoverable but for the alleged concealment. Tolling based

on fraudulent concealment is unavailable to Stoltz in the absence of this

particularity.121

55. Second, fraudulent concealment can only toll Stoltz’s claim until

Stoltz’s “rights are discovered or could have been discovered by the exercise of

reasonable diligence.”122

56. Stoltz fails to explain why it did not or could not discover the proposed

re-wiring timeline was unrealistic in July 2021. Re-wiring was clearly still taking

place when the proposed timeline for completion passed,123 and at the very least,

Stoltz could have reasonably discovered how unrealistic the timeline was based on

the progress of the renovations to that point.

120
Am. Compl. ¶ 79.
121
Winklevoss Cap. Fund, LLC, 2019 WL 994534, at *9.
122
Giordano, 216 A.2d. at 229.
123
Am. Compl. ¶ 24.
21
57. Stoltz also fails to explain why it did not or could not discover that

Entrata was experiencing manufacturing delays in July 2021. No Hubs had been

delivered as Stoltz anticipated at that point,124 and even though re-wiring was still

taking place, Stoltz could have inquired as to the status of Hub manufacturing. Stoltz

also could have requested the anticipated Hubs be delivered before re-wiring was

complete. Instead, Stoltz waited until re-wiring was complete to assess the status of

Hub delivery.125

58. The Court finds that the unrealistic timeline for re-wiring and

manufacturing delays could at the very least have been discoverable with reasonable

diligence in July 2021. Even if the Court were to find tolling based upon fraudulent

concealment, Stoltz’s fraud claim would remain outside of Delaware’s three-year

statute of limitations for fraud claims, as the Complaint was not filed until February

2025.

59. Stoltz’s fraud claim for the 2021 Norton Statements is therefore

DISMISSED.

ii. Stoltz’s fraud claim for the 2022 Norton Statements is DISMISSED.

60. The Court next examines whether Stoltz has properly pled a fraud claim

for the 2022 Norton Statements.

124
Id. ¶ 31.
125
Norton Update Emails at 9.
22
61. Stoltz fails to plead all five elements of a fraud claim for the 2022

Norton statements. Stoltz’s fraud claim fails to make it past the first element for a

fraud claim—a false representation.

62. Stoltz, in its Amended Complaint, selectively quotes Norton’s 2022

email.126 Stoltz only quotes the portion of the email where Norton projects being

able to provide hardware and Hubs for two of three Properties by July 2022.127 Stoltz

conveniently omits the portion where Norton explicitly conveys Entrata was

experiencing worldwide supply chain issues due to COVID-19.128 Stoltz also omits

a crucial qualifier to Norton’s projections: “but with how hectic things are we can’t

make any guarantees.”129

63. Norton’s qualifier prevents his email from being a false representation.

Norton represents nothing definitive on behalf of Entrata and expressly

communicates why Entrata cannot make guarantees at that time. The Court cannot

enforce a guarantee or promise that was never made, and if Stoltz relied on these

qualified statements, it must bear the consequences.

64. Stoltz’s fraud claim for the 2022 Norton Statements is therefore

DISMISSED.

126
Am. Compl. ¶ 28.
127
Id.
128
Norton Update Emails at 3.
129
Id. (emphasis added).
23
iii. Stoltz’s fraud claim for the 2021-2023 Statements is DISMISSED.

65. The Court finally examines whether Stoltz properly pled a fraud claim

for the 2021-2023 Statements.

66. Stoltz has not pled a fraud claim for the 2021-2023 Statements with

particularity demanded under Delaware law.130

67. Stoltz simply avers Entrata made multiple misrepresentations about

Hub delivery and readiness over a two-year period.131 Other than Norton and his

previously discussed statements, Stoltz fails to identify who else was making these

statements.132 Stoltz also fails to plead the contents of these statements beyond a

broad categorical topic.133

68. Delaware law employs the particularity requirement for fraud claims so

defendants have sufficient notice to prepare their defenses.134 Entrata has not been

provided adequate notice with this fraud claim, nor has the Court received enough

information to understand the nature of Stoltz’s fraud claim for the 2021-2023

Statements.

69. Stoltz’s fraud claim for the 2021-2023 Statements is therefore

DISMISSED.

130
Super. Ct. Civ. R. 9(b).
131
Am. Compl. ¶ 90.
132
Id.
133
Id.
134
Murray, 2021 WL 2742595, at *2.
24
D. Entrada’s Motion to Dismiss Stoltz’s count for violations of North
Carolina’s Unfair and Deceptive Trade Practices Act is GRANTED in
part, DENIED in part.

70. Stoltz’s claims for violations of North Carolina’s Unfair and Deceptive

Trade Practices Act (“NC UDTPA claims”) concern Entrata’s alleged conduct to

towards Stoltz constituting unfair and deceptive trade practices. Stoltz alleges

several of Entrata’s actions are unfair and deceptive trade practices under North

Carolina’s Unfair and Deceptive Trade Practices Act (“NC UDTPA”).135

71. Stoltz contends two of these pre-Agreement Entrata actions—

representing that the Entratamation product was ready for “beta testing” and

concealing Hubs could not be implemented without access to a property-wide

internet network—were part of Entrata’s “general pattern or practice to get

customers to commit to the Entratamation product, and fund its ongoing

development, when the Entratamation product was far from ready.”136

72. Stoltz also contends Entrata employed two more unfair and deceptive

trade practices during the Parties’ relationship. Stoltz first asserts Entrata

misrepresented that Hubs would be delivered to Stoltz by July 2021.137 Stoltz then

asserts that Entrata, “[a]fter cancelling the failed Entratamation product, [] acted

unfairly by shifting the costs for its failed product to [Entrata]’s customers without

135
Am. Compl. ¶¶ 95-109.
136
Id. ¶¶ 96-97, 100.
137
Id. ¶ 101.
25
justification, reversing its earlier policy of providing refunds for the product, and

forcing innocent customers to bring suit to recoup payments made to Entrata for a

product that it never delivered.”138

73. Entrata argues Stoltz’s NC UDTPA claims should be dismissed for

several reasons. Many of the reasons overlap with those asserted for Stoltz’s fraud

claims, as Entrata contends Stoltz’s fraud claims and NC UDTPA claims are both

based on misrepresentations.139

74. Entrata first contends Stoltz has not pled justifiable reliance for its NC

UDTPA claims.140 Entrata then contends Stoltz did not rely on the 2022 Norton

statements.141 Entrata next contends Stoltz’s NC UDTPA claims are required to be

stated with particularity, and Stoltz’s NC UDTPA claims are not.142 Finally, Entrata

contends Stoltz’s NC UDTPA claims are time-barred.143

75. The NC UDTPA declares as unlawful “unfair or deceptive acts or

practices in or affecting commerce.”144 Commerce includes “all business

activities.”145 A practice is unfair when “it offends established public policy as well

138
Id. ¶ 104.
139
Opening Br. at 28.
140
Id. at 31-33.
141
Id. at 33-34.
142
Reply Br. at 17.
143
Id. at 8-12.
144
N.C. GEN. STAT. § 75-1.1(a) (2020).
145
Izzy Air, LLC v. Triad Aviation, Inc., 887 S.E.2d 65, 71 (N.C. Ct. App. 2022) (citing N.C. GEN.
STAT. § 75-1.1(b) (2020)).
26
as when the practice is immoral, unethical, oppressive, unscrupulous, or

substantially injurious to consumers.”146 A practice is deceptive if “it has the

capacity or tendency to deceive.”147

76. The Court finds that most of Stoltz’s stated NC UDTPA claims are time-

barred by Delaware’s three-year statute of limitations on fraud. Because the

Agreement was signed in April 2021, Stoltz’s two claims based on pre-Agreement

misrepresentations were time-barred even before Stoltz filed in North Carolina

Superior Court on October 2, 2024.148 The Court previously determined the claim

based on misrepresentations that Hubs would be delivered by July 2021 is time-

barred.149 These three claims therefore do not survive under Stoltz’s NC UDTPA

count.

77. Stoltz states only one potential NC UDTPA claim that survives because

it is both pled with particularity and cannot yet be determined time-barred. That

claim concerns Entrata’s alleged representations that Stoltz would be entitled to a

credit or refund before cancelling Entratamation (the “refund claim”).150

146
Izzy Air, 887 S.E.2d 65, 71 (N.C. Ct. App. 2022) (citing Walker v. Fleetwood Homes N.C., Inc.,
653 S.E.2d 393, 399 (N.C. 2007)).
147
Id.
148
Am. Compl. ¶¶ 18, 47.
149
See discussion infra Section II.C.i.
150
Am. Compl. ¶ 104. The Court observes that Stoltz’s Amended Complaint often interchanges
the words “credit” and “refund.” For purposes of this section and for simplicity, the Court will
only use the word “refund.”
27
78. The refund claim correctly identifies a trade practice potentially falling

under the NC UDTPA. The misrepresentations and corresponding actions alleged

in the refund claim could be considered both an unfair and deceptive trading practice.

Such a practice also has both the capacity and tendency to deceive consumers.

Because the practice is a “business activity,” it would be considered in or affecting

commerce.

79. Stoltz also states the refund claim with particularity. Stoltz identifies

who made the alleged misrepresentations,151 when they were made,152 the contents

of the misrepresentations,153 the corresponding actions taken by Entrata,154 and the

approximate monetary amount Entrata gained from the unfair or deceptive trade

practice.155

80. The Court also cannot yet determine that the refund claim is time-

barred.156 The Parties disagree over what types of claims (other than the breach-of

151
Id. ¶¶ 41-42.
152
Id.
153
Id.
154
Id. ¶¶ 43-45.
155
Id. ¶¶ 25, 36.
156
North Carolina law requires civil claims under the NC UDTPA be brought within four years
after the cause of action accrues. N.C. GEN. STAT. ANN. § 75-16.2 (West 2025). As previously
discussed, Delaware employs a more stringent three-year statute of limitations. Because Delaware
courts are statutorily required to apply the shortest statute of limitations between Delaware and
foreign law, Delaware’s statute of limitations will apply to this claim. 10 Del. C. § 8121 (West
2025). The alleged misrepresentations for this claim were made as early as November 2023 and
as late as December 2023. Id. ¶¶ 41-42. Even with a more stringent statute of limitations
employed, Stoltz’s claim is not statutorily time-barred because the claim would have accrued when
the alleged misrepresentations were in 2023. The only remaining way the claim could be time-
barred is through the Agreement’s time limitation provision.
28
contract claims) are contemplated by the Agreement’s time limitation provision.157

Entrata reads the provision as applying to all types of claims, while Stoltz reads the

provision as applying specifically to contract claims.158

81. The Court will not resolve this contractual interpretation dispute on a

motion to dismiss.

82. Given the express language of the time limitation provision and the

entire construction of Section 15, both parties present the Court with reasonable

contractual interpretations. The express language of the time limitation provision,

which does not differentiate between claims, suggests it is not just contractual claims

that are subject to time-bar.159 Yet when Section 15 is read in its entirety, contractual

breaches are clearly contemplated in other provisions, suggesting a narrower

interpretation may be appropriate.160

83. The Supreme Court of Delaware has held that a “trial court cannot

choose between two differing reasonable interpretations of ambiguous provisions”

when deciding a motion to dismiss.161 Dismissal pursuant to 12(b)(6) is appropriate

157
Opening Br. at 13-17; Answering Br. at 9-11.
158
Opening Br. at 13-14; Answering Br. at 9.
159
Id.
160
Id. § 15(a), (c)-(f).
161
VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 615 (Del. 2003) (citing Vanderbilt
Income and Growth Assocs. V. Arvida/JMB Managers, Inc., 691 A.2d 609, 613 (Del. 1996)).
29
“only if the defendant’s interpretation is the only reasonably construction as a matter

of law.”162

84. Because the Parties both present reasonable interpretations of the

Agreement’s time limitation provision, the Court cannot find that Stoltz’s refund

claim is time-barred by the Agreement.

85. The Court finds that Stoltz has pled a potential NC UDTPA claim and

has done so with particularity. The Court also finds that this claim cannot yet be

determined as time-barred under the Agreement.

86. Dismissal of Stoltz’s NC UDTPA count is therefore GRANTED in

part, and DENIED in part.

E. Stoltz’s count for violations of Delaware’s Uniform Deceptive Trade
Practices Act is DISMISSED.

87. Stoltz’s claims for violations of Delaware’s Uniform Deceptive Trade

Practices Act (“DTPA claims”) concern Entrata’s alleged conduct towards Stoltz

constituting deceptive trade practices. Stoltz alleges several of Entrata’s actions are

deceptive trade practices under Delaware’s Uniform Deceptive Trade Practices Act

(“UTPA”).163

88. Stoltz’s claim fails at the outset. “Delaware law presumes that ‘a law

is not intended to apply outside the territorial jurisdiction of the State in which it is

162
Id.
163
Am. Compl. ¶¶ 110-115.
30
enacted.’” Focus Financial Partners, LLC v. Holsopple, 250 A.3d 939, 97 (Del. Ch.

2020) (quoting J.E. Rhoads & Sons, Inc. v. Ammeraal, Inc., 1988 WL 116423, at *2

(Del. Super. Oct. 21, 1988)). The conduct alleged in the Amended Complaint

occurred outside Delaware. Thus, because the UTPA “lacks any jurisdiction that the

legislature intended for it to apply outside the territorial jurisdiction of Delaware,”

Stoltz fails to state a claim under the UTPA.

Stoltz’s UTPA count is therefore DISMISSED.

F. Entrata’s Motion to Dismiss the Amended Complaint is GRANTED
in part and DENIED in part.

89. The Court grants Entrata’s Motion to Dismiss for Stoltz’s breach-of-

contract count, unjust enrichment count, fraud count, and UTPA count. The Court

denies, in part, Entrata’s Motion to Dismiss for Stoltz’s NC UDTPA count.

90. Entrata’s Motion to Dismiss the Amended Complaint is therefore

GRANTED in part and DENIED in part.

IT IS SO ORDERED.

31