Kathryn Leep v. Cliff Werline, CPU4-16-003910

In June–August 2013 Kathryn Leep bought 224 W. 20th St., Wilmington; the Agreement of Sale incorporated a signed Seller’s Disclosure completed by seller Cliff Werline.
In the Seller’s Disclosure Werline wrote “estimated 2010” for date last roof surface installed, “Unknown” for number of layers, and an additional note “there was a previous roof leak, and then a new roof was installed in ~2010.”
Werline had bought the property at a sheriff sale, did not live there, relied on the prior owner’s statement and his visual inspection, and did not check for permits.
After purchase Leep discovered the flat roof contained five layers (violating Wilmington Code); she paid $15,400 to replace the roof and structural supports.
Leep sued in Justice of the Peace Court; appealed to the Court of Common Pleas alleging breach of contract (Seller’s Disclosure), seeking damages for roof replacement.
The Court found Leep proved $15,400 damages and held Werline breached the contract by failing to complete the Seller’s Disclosure in good faith (breach of the implied covenant of good faith and fair dealing).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether seller violated duty to disclose known material defects in Seller’s Disclosure	Leep: Werline’s statement that a “new roof” was installed was misleading/false because multiple layers remained; seller must disclose known material defects under 6 Del. C.	Werline: He lacked actual knowledge of underlying layers, wrote “Unknown” for layers, relied on prior owner and visual inspection; buyer also had opportunity to get certification.	Court: Did not decide actual-knowledge point; declined to award on this theory because insufficient record on heightened-seller standard.
Whether seller breached the contract by failing to complete the Seller’s Disclosure in good faith (implied covenant)	Leep: Phrase “new roof” reasonably conveyed a roof that complied with code/no multiple layers; she reasonably relied on the Disclosure and inspector’s visual observations.	Werline: The Disclosure read as referring to a new surface; buyer had inspection recommendation and duty to investigate; seller reasonably relied on prior owner.	Court: Held Werline breached implied covenant by unreasonably completing the Disclosure (term “new roof” ambiguous and seller failed to act reasonably given his experience); awarded $15,400 plus costs and interest.

VLIW Tech., LLC v. Hewlett‑Packard Co., 840 A.2d 606 (Del. 2003) (contract‑breach elements and standards)
Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434 (Del. 2005) (implied covenant enforces reasonable expectations)
Gilbert v. El Paso Co., 490 A.2d 1050 (Del. Ch. 1984) (framework for implying contractual terms), aff'd, 575 A.2d 1131 (Del. 1990)
Reynolds v. Reynolds, 237 A.2d 708 (Del. 1967) (preponderance of the evidence standard in civil cases)
Abry P'ship v. F&W Acq. LLC, 891 A.2d 1032 (Del. Ch. 2006) (elements for pleading fraud/intentional misrepresentation)