Colleen Ryan v. Sea Colony Recreational Association, Inc.

IN THE SUPREME COURT OF THE STATE OF DELAWARE

COLLEEN RYAN, §
§ No. 493, 2024
Plaintiff Below, §
Appellant, § Court Below: Superior Court
§ of the State of Delaware
v. §
§ C.A. No. N24C-07-161
SEA COLONY RECREATIONAL §
ASSOCIATION, INC. §
§
Defendant Below, §
Appellee. §

Submitted: May 21, 2025
Decided: July 28, 2025

Before VALIHURA, LEGROW, and GRIFFITHS, Justices.

Upon appeal from the Superior Court of the State of Delaware. REVERSED.

David C. Malatesta, Jr., Esquire, SHELSBY & LEONI, Wilmington, Delaware,
Attorney for Appellant.

Sarah B. Cole, Esquire, MARSHALL DENNEHEY P.C., Wilmington, Delaware,
Attorney for Appellee.

LEGROW, Justice:
The plaintiff, a participant in a recreational event, was injured in a parking lot

owned by the defendant. Before the event, the plaintiff signed a liability waiver that

applied to the event organizer, its employees, volunteers, and other agents. Upon

arrival at the event, the plaintiff was instructed to park in the defendant’s lot. The

relationship between the event organizer and the parking lot owner is not clear

from—or even directly addressed in—the pleadings.

The Superior Court granted judgment on the pleadings to the parking lot

owner, holding that it was apparent from the pleadings that the parking lot owner

was the event organizer’s agent. At the pleading stage, however, the court was

required to draw all reasonable inferences in the plaintiff’s favor. Because the

existence of an agency relationship was not the only reasonable inference to be

drawn from the pleadings, the court erred in entering judgment in the defendant’s

favor.

I. FACTUAL AND PROCEDURAL BACKGROUND

On September 9, 2022, Plaintiff-Below, Appellant Colleen Ryan and her

family were in Bethany Beach, Delaware to participate in the Operation SEAs the

Day Warrior Beach Week (“Warrior Beach Week”) parade and celebration, which

was sponsored by Operation SEAs the Day, Inc. (“Seas the Day”).1 Upon arrival,

1
App. to Opening Br. at A07 ¶6 (Complaint) [hereinafter “A__” refers to the Appendix to
Appellant’s Opening Br.]; A14 (Waiver).
Ryan was directed to park in a parking lot owned by Defendant-Below, Appellee Sea

Colony Recreational Association, Inc. (“Sea Colony”), located on the corner of

Westway Drive and Route 1, in Bethany Beach.2 After parking in the designated lot,

Ryan exited her vehicle and walked through an adjacent grassy area where she

tripped in a hole obscured by the grass. Ryan fell and severely twisted her ankle.3

Before arriving for Warrior Beach Week, Ryan signed a participant liability

waiver on August 4, 2022, which stated, in relevant part:

The undersigned recognizes that Operation Seas the Day, Inc. has
not undertaken any duty or responsibility for his or her safety and
the undersigned agrees to assume the full responsibility for all
risk of bodily injury, death, disability, and property damage as a
result of participating in the Warrior Beach Week. The
undersigned recognizes that these risks include: the risks from
slips and falls . . . and attendance at the various other events
available during the above week.

...

By my signature, I hereby surrender any right to seek
reimbursement from Operation Seas the Day, Inc. and its
directors, officers, employees, volunteers and other agents for
injury sustained and liability incurred during my participation in
the activity described above . . .

...

I KNOWINGLY AND FREELY ASSUME ALL SUCH RISKS,
both known and unknown, EVEN IF ARISING FROM THE

2
A07 ¶7 (Complaint).
3
A07 ¶8 (Complaint).

2
NEGLIGENCE OF THE RELEASEES or others and assume full
responsibility for my participation.4

On July 18, 2024, Ryan filed a complaint in the Superior Court alleging that

Sea Colony was negligent in maintaining and caring for the parking lot.5 Ryan

sought damages for “personal injuries, pain and suffering, past and future medical

expenses, mental anguish, loss of enjoyment and out-of-pocket expenses, court costs

and any other relief the Court finds just.”6

On September 10, 2024, Sea Colony answered Ryan’s complaint and asserted

as an affirmative defense that Ryan waived her claims by signing the participant

liability waiver.7 Sea Colony simultaneously moved for judgment on the pleadings

based on the signed waiver.8 Ryan opposed that motion, contending that the waiver

was ambiguous because Sea Colony was not specifically mentioned in it, Sea Colony

was not a recognized agent of Seas the Day, and the injuries were outside the

waiver’s scope because Ryan was not injured while participating in the event.9 On

October 28, 2024, the Superior Court granted the motion for judgment on the

pleadings, finding that the waiver was unambiguous, it applied to Sea Colony

4
A14 (Waiver).
5
A06 (Complaint).
6
A09 (Complaint).
7
A10–13 (Sea Colony’s Answer to the Complaint).
8
A15 (Mot. for J. on the Pleadings).
9
A21–23 (Resp. to the Mot. for J. on the Pleadings).

3
because it was an agent of Seas the Day, and Ryan’s injuries fell within the waiver’s

scope.10

Ryan moved for reargument, reasserting her previous arguments that Sea

Colony was not named or listed in the participant waiver and was not an agent of

Seas the Day. Ryan also provided new information in that motion—that she was a

“registered guest at the Sea Colony property” at the time of the incident.11 On

November 12, 2024, the Superior Court denied Ryan’s motion for reargument,

reaffirming all its previous holdings regarding the waiver’s ambiguity and scope, as

well as the existence of an agency relationship between Seas the Day and Sea

Colony.12 Ryan timely appealed the Superior Court’s October 28, 2024 order

granting Sea Colony’s motion for judgment on the pleadings and its November 12,

2024 order denying reargument.13

II. STANDARD OF REVIEW

“In the context of a motion for judgment on the pleadings, the court accords

the party opposing a motion for judgment on the pleadings the same benefits as a

10
Ryan v. Sea Colony Inc., 2024 WL 4625166, at *1–2 (Del. Super. Oct. 28, 2024), reargument
denied, 2024 WL 4751561 (Del. Super. Nov. 12, 2024) (Del. Super. Oct. 28, 2024) [hereinafter
“Super. Ct. Order”].
11
A29 (Mot. for Reargument).
12
Ryan v. Sea Colony Inc., 2024 WL 4751561, at *1 (Del. Super. Nov. 12, 2024) [hereinafter
“Super. Ct. Order on the Mot. for Reargument”].
13
D.I. 1 (Notice of Appeal); D.I. 5 (Amended Notice of Appeal).

4
party defending a motion to dismiss.”14 A reviewing court must accept the truth of

all well-pleaded facts and draw all reasonable factual inferences in favor of the non-

moving party.15 “Judgment on the pleadings may be entered only where the movant

is entitled to judgment as a matter of law.”16 It follows that the grant of a motion for

judgment on the pleadings “‘presents a question of law, which we review de novo,’

to determine whether the court committed legal error in formulating or applying

legal precepts.”17

III. ANALYSIS

The Superior Court held that the waiver applied to Ryan’s claims because Sea

Colony was an agent of Seas the Day. In its order granting the motion for judgment

on the pleadings, the Superior Court concluded that an agency relationship existed

as a matter of law, noting that there is “no dispute about [the] fact” that “the parking

lot was being used as parking for the [Warrior Beach Week] event.”18 The Superior

Court found that, because Ryan was not a trespasser in the parking lot, Sea Colony

was Seas the Day’s agent.

14
Baldwin v. New Wood Res. LLC, 283 A.3d 1099, 1121 (Del. 2022) (citing Catlin Specialty Ins.
Co. v. CBL & Assocs. Properties, Inc., 2017 WL 4784432, at *5 (Del. Super. Sept. 20, 2017)).
15
Id.
16
W. Coast Opportunity Fund, LLC v. Credit Suisse Sec. (USA), LLC, 12 A.3d 1128, 1131 (Del.
2010) (citing Desert Equities, Inc. v. Morgan Stanley Leveraged Equity Fund, II, LP, 624 A.2d
1199, 1205 (Del.1993)).
17
Id. (quoting Desert Equities, 624 A.2d at 1204).
18
Super. Ct. Order at *2.

5
Addressing the motion for reargument, the Superior Court clarified that its

holding as to agency rested on the fact that Ryan “was in Bethany Beach to

participate in [Warrior Beach Week]” and was “directed to park in the designated

overflow lot provided by Sea Colony.”19 The court stated that “it is apparent that

both Sea Colony, by accepting ‘overflow’ traffic, and Seas the Day, by directing

traffic to Sea Colony’s ‘overflow’ parking lot, manifested their assent to a

principal/agent relationship.”20

The complaint alleges that Ryan was directed to park in the Sea Colony

parking lot, though it does not identify who directed her to do so.21 On appeal, Ryan

contends that the Superior Court erred in finding that an agency relationship existed

between Sea Colony and Seas the Day based solely on the fact that she was directed

to the Sea Colony parking lot.22 Ryan argues that the Superior Court should have

considered other plausible explanations, such as that Sea Colony granted Seas the

Day a license to use the lot or that the lot was open to the public at the time.23

The question on appeal is whether the allegations in the complaint permitted

a reasonable inference that any relationship existed between Sea Colony and Seas

19
Super. Ct. Order on the Mot. for Reargument at *2.
20
Id. at *3.
21
A07 ¶7 (Complaint).
22
Opening Br. at 14.
23
Id. at 16.

6
the Day other than an agency relationship.24 “An agency relationship is created

when one party consents to have another act on its behalf, with the principal

controlling and directing the acts of the agent.”25 This Court has explained that:

The relevant factors to consider include ‘the extent of control, which,
by the agreement, the master may exercise over the details of the work;’
‘whether or not the one employed is engaged in a distinct occupation or
business;’ and ‘whether or not the parties believe they are creating the
relation of master and servant.’26

The Superior Court’s analysis did not address these factors or explain why an

agency relationship was the only reasonable inference to be drawn from the

pleadings, as opposed to a more limited contractual, arm’s-length relationship. The

determination of whether an agency relationship exists typically is a question of

fact.27 A contract or license between two parties does not necessarily create an

agency relationship between them.28

24
Because we reverse the Superior Court’s conclusion regarding agency, we do not reach Ryan’s
argument on appeal relating to the waiver’s scope. The Superior Court may consider the waiver’s
scope on remand with a more developed factual record.
25
Fisher v. Townsends, Inc., 695 A.2d 53, 57 (Del. 1997) (quoting Sears Mortgage Corp. v.
Rose, 634 A.2d 74, 79 (N.J. 1993)).
26
WaveDivision Holdings, LLC v. Highland Cap. Mgmt., L.P., 49 A.3d 1168, 1177 (Del. 2012)
(quoting Fisher, 695 A.2d at 59); see also Restatement (Third) of Agency § 1.01 (2006) (“Elements
of agency. As defined by the common law, the concept of agency posits a consensual relationship
in which one person, to one degree or another or respect or another, acts as a representative of or
otherwise acts on behalf of another person with power to affect the legal rights and duties of the
other person.”).
27
Fisher, 695 A.2d at 61 (“It is the actions taken by the parties, not the terms used in the contract,
that are dispositive in determining whether they were principal and agent respectively.”) (citing
Gooden v. Mitchell, 21 A.2d 197, 201 (Del. Super. 1941)).
28
See Fisher, 695 A.2d at 59 (discussing the difference between agent-independent contractors
and non-agent independent contractors); see also Argoe v. Com. Square Apartments Ltd. P’ship,
7
Ryan emphasizes that the waiver does not specifically name Sea Colony, but

that fact alone is not dispositive, since the waiver includes Seas the Day’s agents,

and it is possible that Sea Colony and Seas the Day had formed an agent-principal

relationship. But the pleadings do not contain facts that would allow the trial court

to evaluate the extent of control that Seas the Day had over Sea Colony, whether Sea

Colony was acting on Seas the Day’s behalf, or whether the parties were acting as

“master and servant.”29 Indeed, Sea Colony’s motion for judgment on the pleadings

stated that “the Sea Colony parking lot was voluntarily being used for overflow

parking by Operation SEAs the Day for invitees such as Plaintiffs.”30 This allegation

permits the inference that Seas the Day controlled the lot and that Sea Colony had

no involvement on the day of the event other than providing a license to Seas the

Day for the lot’s use.

Likewise, the pleadings did not incorporate the existence or terms of any

contract between Sea Colony and Seas the Day, nor did they allege other facts that

would elucidate whether the parties had an agency relationship. And although the

Superior Court emphasized the fact that Ryan allegedly “was directed to park in the

745 A.2d 251, 255 (Del. Super. 1999) (discussing premises liability when a landlord uses an agent
to maintain real property for a lessor); compare Fisher, 695 A.2d at 57 (defining agency), and
Restatement (Third) Of Agency § 1.01 (2006) (defining agency) with Timmons v. Cropper, 172
A.2d 757, 759 (Del. Ch. 1961) (defining property license).
29
WaveDivision Holdings, LLC, 49 A.3d at 1177.
30
A17 (Mot. for J. on the Pleadings) (emphasis added).

8
designated overflow lot provided by Sea Colony,” the identity of the person who

directed Ryan to do so was not contained in the pleadings. There were no other

manifestations of an agency relationship alleged in the complaint.

Given the dearth of facts regarding the existence of an agency relationship,

there were other reasonable inferences that the trial court could have drawn from the

pleadings. The existence of those reasonable inferences was enough to defeat Sea

Colony’s motion, particularly in connection with an affirmative defense for which

Sea Colony bore the burden of proof.31

IV. CONCLUSION

For the foregoing reasons we REVERSE the Superior Court’s decision

granting Sea Colony’s motion for judgment on the pleadings and REMAND for

further proceedings consistent with this Opinion. Further development of the factual

record will allow the court or jury to determine whether the waiver covered Sea

Colony and whether Ryan’s injuries fell within the scope of the waiver.

31
See Ravindran v. GLAS Tr. Co. LLC, 327 A.3d 1061, 1084 (Del. 2024); Desktop Metal, Inc. v.
Nano Dimension Ltd., 2025 WL 904521, at *22 (Del. Ch. Mar. 24, 2025) (“a party asserting an
affirmative defense bears the burden of proof.”).

9