Johnny Vaughan v. Summerlyn Association of Owners, Inc., Seascape Property Management

IN THE COURT OF COMMON PLEAS OF THE STATE OF DELAWARE
IN AND FOR SUSSEX COUNTY

JOHNNY VAUGHAN

Plaintiff, C.A. No. CPU6-25-000290

V.

SUMMERLYN ASSOCIATION OF
OWNERS, INC., SEASCAPE PROPERTY
MANAGEMENT, and IGNACIO
GONALEZ,

Name Name ne ne ee eee nee ie eee ee ee ee”

Defendants.

Submitted: June 23, 2025
Decided: October 17, 2025

Memorandum Opinion and Order — Defendants’ Motion to Dismiss

GRANTED

Johnny Vaughn, 34383 Summerlyn Drive, Unit 110, Lewes, DE 19958, Pro Se Plaintiff
Alan D. Albert, Esquire, 800 N. King Street, Plaza Suite 1, Wilmington, DE 19801, Attorney for

Defendants.

MIMS, J.
Johnny Vaughn (‘Plaintiff’) filed a Complaint on February 20, 2025, alleging a breach of
contract and breach of the duty of care against Summerlyn Association of Owners!
(“Association”), Seascape Property Management? (“Seascape”), and Ignacio Gonzalez
(“Gonzalez”) (collectively “Defendants”).? On March 18, 2025, Defendants filed a Motion to
Dismiss for lack of subject matter jurisdiction and for failure to state a claim for which this Court
can grant relief.* This Court held a hearing on June 23, 2025, and reserved its decision. Plaintiff
failed to meet his burden this honorable Court holds jurisdiction on some of his claims and the
remaining claims have no reasonably conceivable basis upon which relief can be granted, therefore

Defendants’ Motion to Dismiss is granted.°
PROCEDURAL HISTORY

Johnny Vaughn (“Plaintiff”) filed a Complaint on February 20, 2025, alleging a breach of
contract against Summerlyn Association of Owners, Inc., Seascape Property Management, and
Ignacio Gonzalez (collectively “Defendants”).° In his Complaint, Plaintiff pleads several breaches
of contract by Defendants including: unilaterally changing all required Association payments from
monthly to quarterly; fraudulently contracting with Delaware Elevator Inc. for the Association’s
elevator maintenance; failing to conduct Association meetings pursuant to the governing

documents; failing to conduct fair elections; allowing condominium renters of the Association to

' Under the Delaware Division of Corporations known as Summerlyn Condominium
Association, Inc.

* Under the Delaware Division of Corporations known as Seascape Property Management, Inc.
3 Compl. at 2, Feb. 20, 2025.

4 Mot. to Dismiss at 6, Mar. 18, 2025.

> Battista v. Chrysler Corp., 454 A.2d 286, 287 (Del. Super. 1982).

6 Mot. to Dismiss, supra note 2, at 2.
sublease, which goes against the governing documents; and failing to properly collect
assessments.’

Plaintiff seeks damages amounting to $1,780.00.° Specifically, Plaintiff asserts the amount
stems from 15 hours he spent addressing the breach of contract over 20 months, 10 hours trying to
prevent election fraud, six hours spent addressing contract cancellation clause violations with
Delaware Elevator, Inc., 15 hours spent searching for legal representation, and $400 for consulting
an attorney.” Plaintiff requests he be paid at a rate of $30 an hour for the time he expended for this
Complaint — 46 hours at $30 plus $400 totaling $1,780.'° Further, Plaintiff requests Defendants
pay him damages for fraudulent collection and attempted collection of late fees despite breach of
contract — $512.'! Plaintiff requests $599 from Mr. Gonzalez for bad faith decisions due to
violating the Association’s governing documents.'* Likewise, Plaintiff requests Seascape pay $17
in court costs, and all Defendants pay him a total of $2,804.00 in intentional infliction of emotional
distress.'? Finally, Plaintiff requests this honorable Court order Defendants to both refund any late
fees members of the Association incurred when it changed fee collections from monthly to
quarterly, and remove records of the allegedly incorrect late fees. !*

As for injunctive relief, Plaintiff requests this honorable Court order the Association to end
its contract with Delaware Elevator, Inc.; ensure all candidates running for the Association’s board

have access to all owner contact information; order the Association to establish formal election

1 Id. at 3-9.
8 Td. at 10.
? Compl., supra note 1, at 10.

'3 Compl., supra note 1, at 10.
procedures; order the Association to conduct elections via email when feasible; reduce the quorum
requirement to 20%; require the Association to answer and publish all owner-submitted questions
in a monthly or quarterly newsletter; order the Association to have an annual meeting in May. or
June; order the Association to complete rewritten contracts with all vendors within six months;
order the Association to obtain three competitive bids for all future contracts with vendors and
eliminate auto renewal contracts; and finally order the Association to properly follow its governing
documents. !5

On March 18, 2025, Defendants collectively filed a Motion to Dismiss on two grounds.!°
First, under Court of Common Pleas Civil Rule 12(b)(6),'’ Defendants argue Plaintiff fails to state
a claim upon which relief can be granted explaining Plaintiff failed to cite to any damages resulting
from the alleged breach.!® Citing Cent. Mortg. Co. v. Morgan Stanley Mort. Cap. Hldgs. LLC,'°
Defendants explain pleadings survive a motion to dismiss if they are reasonably conceivable.”°
Defendants assert none of Plaintiff’s pleadings are reasonably conceivable because the
Association’s actions — contracting with Seascape as well as Delaware Elevator,”! and making
decisions regarding disputes related to the interpretation and application of the governing

documents including such as interpreting the installment payment period — were within the scope

16 Mot. to Dismiss, supra note 2, at 1.

' Ct. Com. Pl. Civ. Rule 12(b)(6) (“How presented. Every defense, in law or fact, to a claim for
relief in any pleading, whether a claim, counterclaim, cross-claim, or third-party claim, shall be
asserted in the responsive pleading thereto if one is required, except that the following defenses
may at the option of the pleader be made by motion: ... failure to state a claim upon which relief
can be granted... .”).

'8 Mot. to Dismiss, supra note 2, at 5.

1997 A.3d 531, 537 (Del. 2011).

20 Mot. to Dismiss, supra note 2, at 18.

2! Td, at 21-22,
of its power pursuant to the governing documents.” Additionally, Defendants argue Plaintiff fails
to identify a part of the governing documents that Defendants specifically breached and provides
no precise reference to any damages suffered as a result of a breach.*? Lastly, Defendants argue
the case is moot as Plaintiff cited to alleged breaches between 2018-2023, all of which Defendants
remedied prior to this case.*

Second, Defendants argue many of Plaintiff’s claim do not fall under the jurisdiction of
this honorable Court pursuant to Court of Common Pleas Civil Rule 12(b)(1).*° Defendants
maintain this Court lacks jurisdiction over several of the allegations because they invoke equitable
rights and request equitable remedies falling exclusively under the Court of Chancery’s
jurisdiction.”® Citing 10 Del. C. § 341,°” Defendants assert only the Court of Chancery may hear
causes in equity.?* Defendants explain the relief Plaintiff seeks, though stemming from an alleged
breach of contract claim —- which may usually be remedied through monetary damages — is one
of equity because it is non-compensable.”’ Defendants argue Plaintiff’s relief sought is non-
compensable because he asked this Court to: (1) order the Association to end its contract with

Delaware Elevator, Inc.; (2) to establish formal election procedures; (3) to conduct elections via

email when feasible; (4) to have an annual meeting in May or June, (5) to complete rewritten

*2 Td. at 19-21.

*3 Td. at 22-23.

5 Ct. Com. Pl. Civ. R. 12(b)(1) (“How presented. Every defense, in law or fact, to a claim for
relief in any pleading, whether a claim, counterclaim, cross-claim, or third-party claim, shall be
asserted in the responsive pleading thereto if one is required, except that the following defenses
may at the option of the pleader be made by motion: (1) Lack of jurisdiction over the subject
matter... .”).

6 Mot. to Dismiss, supra note 3, at 5.

7710 DEL C. § 341 (“Matters and causes in equity. The Court of Chancery shall have jurisdiction
to hear and determine all matters and causes in equity.”).

8 Mot. to Dismiss, supra note 2, at 14.

° Mot. to Dismiss, supra note 2, at 15.
contracts with all vendors within six months, (6) to obtain three competitive bids for all future
contracts with vendors and eliminate auto renewal contracts; (6) and finally to properly follow its
governing documents.*° In sum, Defendants argue Plaintiff’s relief through specific performance
is non-compensable at law, which are causes in equity, and consequently, outside of the this Court’s
subject matter jurisdiction.

On March 26, 2025, Plaintiff filed a Response to Defendants’ Motion to Dismiss as well as
a Motion to Amend Complaint.*! In his Response, Plaintiff argues he listed monetary damages in
his Complaint therefore this case should not be dismissed for lack of subject matter jurisdiction.”
Likewise, Plaintiff argues this case should not be dismissed for failure to state a claim upon which
relief can be granted because Defendants breached their fiduciary duty to enforce compliance with
the governing documents and held unfair elections incongruent with the governing documents.*?

On March 26, 2025, this Court rejected Plaintiff's Motion to Amend Complaint due to
nonconformity with Court of Common Pleas Rule 15(a) and allowed additional time to refile with
a deadline of April 15, 2025.*4 Plaintiff failed to refile an Amended Complaint by the deadline.*°
Plaintiffs changes under his original Motion to Amend include damages for intentional infliction
of emotional distress as on-going, Seascape pay $17 in court costs as well as $50 for money orders
and filing copies, and that Plaintiff was required to accept the governing documents when he

bought his home.*°

30 Id. at 15-17.

31 See Docket Item.

32 Resp. to Mot. to Dismiss at 1, Mar. 26, 2025.
33 Id. at 2-4.

34 See Docket Item, Order dated Mar. 28, 2025.
35 See Docket Item.

36 Mot. to Amend. At 3-5 Mar. 26, 2025.
On March 31, 2025, Defendants’ counsel substituted Chad J. Toms, Esq., Quinn T. Griffith,
Esq., and Queen Nwangwu, Esq., of Whiteford, Taylor & Preston, LLC, and substituting them for
Allan D. Albert, Esq., of O’ Hagan Meyer, PLLC.*”

On April 14, 2025, Plaintiff filed a Motion to Compel Discovery,** however, this Court
denied the Motion as premature due to the Motion to Dismiss being scheduled with this honorable
Court on June 23, 2025.7?

FACTS

Plaintiff owns and resides at 34383 Summerlyn Dr., Unit 110, Lewes, DE 19958.” This
unit is located in a common interest condominium community overseen by the Summerlyn
Condominium Association, Inc. (the “Association”), a non-profit Delaware corporation governed
by the Amended Declaration Establishing a Plan for Condominium Ownership of Premises Situate
in Lewes and Rehoboth Hundred, Sussex County, Delaware pursuant to the Unit Property Act of
the State of Delaware and the Amended and Restated Code of Regulations for Summerlyn
Condominium (the “governing documents”).*! The Association is also subject to certain provisions
of the Delaware Uniform Common Interest Ownership Act (‘DUCIOA”).”

The Association oversees the election of the Council who is made up of unit owners who
have all the powers and duties necessary for the administration of the affairs of the Association.”

Under the governing documents, those powers and duties include:

37 See Docket Item, Substitution of Counsel, Mar. 31, 2025.

38 Mot. to Compel, Apr. 14, 2025.

3° See Docket Item, Order dated Apr. 22, 2025.

4° Compl., supra note 1, at 2.

‘1 Mot. to Dismiss, supra note 2, at 6; neither party attached the governing documents in whole;
rather, they each provided specific sections within their Complaint and Motion.

2 Id. at 7.

43 Td.
professional management company that provides various services to the Association including

maintenance of common elements, enforcement of governing documents, and collection of

Making assessments against Unit Owners to defray the costs and expenses of the
Association, establishing the means and methods of collecting such assessments
from the Unit Owners and establishing the period of the installment payment of the
annual assessment for expenses. Unless otherwise determined by the Council, ...
shall be payable in advance on the first day of each month.“

Providing for the operation, care, upkeep, replacement, maintenance and
surveillance of al of the common elements and services of the Association.*°

Designating, hiring and dismissing the personnel necessary for the maintenance,
operation, repair and replacement of the common elements, and providing services
to the property.*

The Council may employ for the Association a professional managing agent at a
compensation established by the Council.*”

The Council contracted with Seascape as the professional managing agent.** Seascape is a

assessments and fees.” Ignacio Gonzalez served as the Council’s former president.°°

Association and is subject to the terms and provisions of the governing documents.°! Apart from
this membership, Plaintiff offers no evidence of a contract between Plaintiff and the Association
except pursuant to the governing documents. Plaintiff offers no evidence the Association breached
a contract by operating outside of its powers under the governing documents including its ability
to enter in contracts with Seascape and Delaware Elevator. Plaintiff offers no evidence Seascape

breached its contract with the Association, including overseeing collecting assessments and

As an owner of a unit within the Association, the Plaintiff maintains membership in the

44 Id, at 8.

45 Td.
46 Td.

47 Mot. to Dismiss, supra note 2, at 8.

48 Td

49 Td. at 8.
0 Id. at 9.
assessing late fees. Plaintiff offers no evidence of any contract with Gonzalez or a breach of the
governing documents due to Gonzalez making bad faith decisions while president of the Council.
STANDARD OF REVIEW

In considering motions to dismiss filed pursuant to Court of Common Pleas Civil Rule
12(b)(6), the Court must assume that all well-pled facts in the complaint are true.” The complaint
should not be dismissed unless “the plaintiff would not be entitled to recovery under any
reasonably conceivable set of circumstances susceptible to proof.*

Further, “an allegation, though vague or lacking in detail, is nevertheless, ‘well-pleaded’ if
it puts the opposing party on notice of the claim being brought against it.”>°4 While, the Court is
required to accept only those ‘reasonable inferences that logically flow from the face of the
complaint,’ [it] ‘is not required to accept every strained interpretation of the allegations proposed
by plaintiff.°> Moreover, the Court may dismiss a claim “if allegations in the complaint or in the
exhibits incorporated into the complaint effectively negate the claim as a matter of law.”*°

Ultimately, “[d]ismissal is warranted only when ‘under no reasonable interpretation of the facts

alleged could the complaint state a claim for which relief might be granted.’”°’

DISCUSSION
The Court reviews the two issues presented by the Defendants’ Motion to Dismiss. First,
the Court addresses whether Plaintiff’s claims requesting the Court direct Defendants to complete

specific changes should be dismissed for lack of subject matter jurisdiction. Second, the Court

°2 Battista v. Chrysler Corp., 454 A.2d 286, 287 (Del. Super. 1982).

°3 Td.

°° Id.

°6 Td.

°7 Lawyer v. Christiana Care Health System, Inc., 2016 WL 2610653, at *3 (Del. Com. Pl. May
6, 2016) (internal citations omitted).
addresses whether Plaintiffs remaining claims fail to state a claim in which relief may be granted
under a breach of contract. For the reasons stated below, Defendant’s Motion to Dismiss claims
for lack of subject matter jurisdiction is GRANTED. Defendants Motion to Dismiss claims for a
failure to state a claim for which relief can be granted is GRANTED. Under Delaware law, the
governing pleading standard to survive a motion to dismiss regardless of the grounds for its
dismissal is reasonable conceivability.°* Reasonable conceivability asks whether the plaintiff has
a possibility to recover.’ Therefore, dismissal is only appropriate if the plaintiff would not be
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entitled to recover under any reasonably conceivable set of circumstances.

I. Plaintiff’s prayer for relief includes equitable remedies of which this Court lacks
subject matter jurisdiction.

Plaintiff’s complaint seeks injunctive relief that does not fall within this honorable Court’s
jurisdiction. Under Court of Common Pleas Civil Rule 12(b)(1), a court must dismiss a claim if
the court lacks subject matter jurisdiction over that claim.°! In the instant case, Plaintiff requests
the Court direct the Association to: refund any late fees from members when the Association
transitioned from monthly to quarterly collection including any records of such late fees; terminate
its contract with Delaware Elevator; establish formal election procedures; conduct elections via
email; reduce the quorum requirement to 20%; answer and publish all owner-submitted questions
in a monthly or quarterly newsletter; hold an annual meeting in May or June; completely rewrite
contracts with all vendors within six months; obtain three competitive bids for all future contracts

with vendors; eliminate auto renewal contracts and properly follow the governing documents.

°8 Cent. Mortg. Co. v. Morgan Stanley Mort. Cap. Hldgs. LLC, 27 A.3d 531, 537 (Del. 2011).
°° Garfield v. BlackRock Mortg. Ventures, LLC, 2019 WL 7168004 at *7 (Del. Ch. Dec. 20,
2019).

6° Cent. Mortg. Co., 27 A.3d at 537.

| Ct, Com. Pl. Civ. R. 12(6)(1).

10
Plaintiff’s claim fails to meet the reasonable conceivability standard as this Court does not
have subject matter jurisdiction to grant equitable relief. Under 10 Del. C. § 341, only the Court
of Chancery may hear causes in equity, relief which is monetarily non-compensable.® Plaintiff's
request provides no monetary value and as there is no reasonable conceivability for him to recover
the request to changes in the Association’s operating and interpreting contracts, assessments and
late fees, owner meetings and elections including quorum under the governing documents.

Il. Plaintiff failed to state a claim upon which relief can be granted as he provided no
reasonably conceivable circumstances proffering a breach of contract.

Plaintiff alleges breach of contract and demands damages from the Association, Seascape
and Gonzalez. Under Court of Common Pleas Civil Rule 12(b)(6), a court must dismiss a claim if
a plaintiff fails to “state a claim upon which relief can be granted.” Under a breach of contract
claim, Plaintiff must prove by preponderance of the evidence that (1) the parties formed a contract,
(2) what the terms of that contract were, (3) Defendant breached the contract, and (4) Plaintiff
suffered monetary damages because of Defendant’s breach.° The law measures the third element
by substantial performance.® If a party does not substantially performance, then it does not
perform the essential purpose of the contract thereby materially breaching the contract.’ To
determine if the breach is material, a court analyzes several factors including the extent of

performance, hardship, and whether the breach was intentional.®

6 10 DEL. C. § 341 (“Matters and causes in equity. The Court of Chancery shall have jurisdiction
to hear and determine all matters and causes in equity.”).

3 Webster v. Brosman & Brosman, 2019 WL 5579489 at *3 (Del. Super. Oct. 29, 2019).

64 Ct. Com. Pl. Civ. R. 12(b)(6).

6 Freeman vy. Scott, 2017 WL 2633487 at *4 (Del. Com. Pl. Jun 19, 2017).

6 Clean Harbors, Inc. v. Union Pacific Corp., No. N15C-07-081 MMJ CCLD, 2017 WL
5606953, at *4 (Del. Super. Nov. 15, 2017).

67 Td. at 4.

68 Qualcomm Inc. v. Texas Instruments Inc., 875 A.2d 626, 628 (Del 2005).

11
Plaintiff fails to meet his burden any of the Defendants breached a contract or their duties

° are not reasonably conceivable. Plaintiff

under the governing documents. Plaintiff’s allegations®
proffered no evidence the Association’s actions -— contracting with Seascape as well as Delaware
Elevator,’° and making decisions regarding disputes related to the interpretation and application of
the governing documents — were not within its power pursuant to the governing documents. In
addition, Plaintiff failed to proffer any evidence the Association had no ability to authorize the
Council of the common interest community to handle such affairs.’! The governing documents
grant the Association and Council power to oversee the governing of the common interest
community.

Plaintiff proffered no evidence Seascape breached its contract with the Association in
serving as the managing agent. Plaintiff proffered no evidence neither the Association nor Seascape
breached any contract by changing the assessment schedule or late fees against unit owners;
providing for operation, care, upkeep, replacement, and maintenance of all common elements; and
designating, hiring and dismissing the personnel necessary for such maintenance.” Plaintiff
proffered no evidence Gonzalez breached a contract by making bad faith decisions during his
tenure as president of the council. Similarly, Plaintiff proffered no evidence he suffered damages
as result of any of these decisions made by any of the Defendants. As Plaintiff failed to amend his

Complaint, the Court denies any requests for damages for $17 in court costs from Seascape, $50

° Compl., supra note 1, at 3-9 (The allegations include Defendants’ unilaterally changing all
required HOA payments from monthly to quarterly, fraudulently contracting with Delaware
Elevator Inc. for the Association’s elevator maintenance, failing to conduct Association meetings
per the governing documents, failing to conduct fair elections, allowing condominium renters of
the Association to sublease, which goes against the governing documents, and failing to properly
collect assessments.).

10 Td. at 21-22.

7! Governing Documents, Art. II §§ 1-2.

12.
in costs for money orders, filing and copying. The Court denies any of Plaintiff’s alleged damages
including $2,804 in damages for intentional infliction of emotional distress from all Defendants,
$512 in damages from the Association for fraudulent late fees, $599 in damages from Gonzalez
for bad faith decisions, and $1,780 from all Defendants for Plaintiff’s time in preparing to file this
complaint including his time at a rate of $30 an hour. The Court holds Plaintiff is not entitled to
these damages as he has failed to meet his burden there was a contract, much less a breach, by the
Defendants. Consequently, Plaintiff fails to state a claim upon which relief can be granted, so this
Court grants Defendants’ Motion to Dismiss under Court of Common Pleas Civil Rule 12(b)(6).
CONCLUSION

For the reasons set forth in this Opinion, IT IS SO ORDERED this 17" day of October
2025 this honorable Court grants Defendants’ Motion to Dismiss due to the Court’s lack of subject
matter jurisdiction on certain claims and due to Plaintiffs failure to state a claim upon which relief

can be granted under a breach of contract or breach of duty. D>

The Honorable Rae M. Mims
Judge

Cc: Shelly Swafford, Judicial Case Manager Supervisor

13