Duncan v. Garvin
K20M-11-022 JJC
| Del. Super. Ct. | Jun 21, 2021Background
- Plaintiff Robert M. Duncan owns a former gas station site in Harrington; DNREC issued a notice of violation (2012) and assumed control of the Site (2015).
- Duncan and DNREC executed a 2017 settlement: DNREC would release claims, perform corrective action, and issue a "No Further Action" (NFA) letter after it "satisfactorily complet[es] corrective action"; Duncan agreed to pay $250,000 to DNREC upon sale of the property.
- At the time of the Agreement Duncan had a pending sale that did not close; roughly 3½ years after the Agreement DNREC had not issued an NFA and a prospective buyer will not close without it.
- Duncan sued seeking (1) a writ of mandamus compelling issuance of the NFA and (2) alternatively, breach of contract and a declaratory judgment recognizing DNREC’s obligation to issue the NFA.
- DNREC moved to dismiss both claims; the court granted dismissal of the mandamus claim but denied dismissal of the breach-of-contract/declaratory judgment claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether mandamus can compel DNREC to issue the NFA | Mandamus may compel DNREC to perform its contractual duty and issue the NFA within a reasonable time | Mandamus cannot enforce contractual duties; it only enforces non-discretionary duties imposed by law | Mandamus unavailable here; claim dismissed |
| Whether the Agreement’s NFA term is non-discretionary | DNREC must issue the NFA within a reasonable time; 3½ years is unreasonable | The Agreement conditions issuance on DNREC being "satisfied" — a discretionary, subjective condition precedent | Court: term is discretionary (subjective satisfaction); not enforceable by mandamus |
| Sufficiency of breach-of-contract pleadings | Alleged existence of contract, DNREC’s multi-year refusal to issue NFA, and resulting loss of sale and ongoing harm | Complaint fails to plead condition precedent (DNREC satisfaction) and lacks essential elements | Complaint meets Delaware notice pleading; alleges conceivable basis and implied covenant breach; claim survives dismissal |
| Whether mandamus can ever enforce public contracts against an agency | Argues mandamus can be used to enforce agency contractual promises | Points to majority rule rejecting mandamus to enforce contracts against public bodies | Court observed majority/U.S. Supreme Court authority rejects using mandamus to enforce contracts, but did not finally decide Delaware-wide rule |
Key Cases Cited
- Darby v. New Castle Gunning Bedford Educ. Assoc., 336 A.2d 209 (Del. 1975) (describes availability and standards for mandamus)
- New Orleans C. & L.R. Co. v. State of Louisiana ex rel. New Orleans, 157 U.S. 219 (U.S. 1895) (mandamus cannot be used to enforce obligations arising solely from a contract)
- VLIW Technology, LLC v. Hewlett-Packard Co., 840 A.2d 606 (Del. 2003) (elements required to plead a breach of contract)
- Dunlap v. State Farm Fire and Cas. Co., 878 A.2d 434 (Del. 2005) (recognizes implied covenant of good faith and fair dealing in Delaware contracts)
- Martin v. Star Publishing Co., 126 A.2d 238 (Del. 1956) (when no time is fixed for performance, it must occur within a reasonable time)
- Spence v. Funk, 396 A.2d 967 (Del. 1978) (pleading standard on motion to dismiss)