Shilling v. Shilling, 332 A.3d 453

Following their divorce, Stephanie P. Shilling (Wife) and Ebon T. Shilling (Husband) were ordered to sell their interests in jointly-owned commercial properties and split proceeds; disagreements later arose over the sale of the remaining Dover Property, held via an LLC.
In 2022, Husband offered via email to buy Wife’s interest in the Dover Property; Wife accepted and they agreed on price and timing in further emails.
Husband later developed reservations about the deal and attempted to renegotiate, focusing especially on tax terms; ultimately, Husband refused to proceed without additional conditions.
Wife sought specific performance in Family Court to enforce the agreement reflected in the email exchange, alternatively asking for modification of the divorce decree.
The Family Court held no binding contract was formed and denied Wife’s requested relief, citing lack of material terms, lack of intent to be bound, and acquiescence in repudiation.
On appeal, the Delaware Supreme Court reversed, finding an enforceable contract was formed and remanded for appropriate relief.

Issue	Plaintiff’s Argument	Defendant’s Argument	Held
Enforceability of Email Agreement	Email exchange contained all material terms and mutual assent, forming a contract	Parties did not agree on all material terms (subject matter, tax), and did not manifest intent to be bound without written contract	Email exchange contained sufficient detail and mutual assent; enforceable contract formed on Aug. 27
Material Terms (Subject Matter, Taxes)	Subject matter (Wife’s interest in property/LLC) and price were understood; tax terms not material	Unclear what was being sold and tax implications unresolved, making terms incomplete	Terms were sufficiently definite; tax not a material term at contract formation
Intention to Be Bound	Parties manifested intention to be bound by clear, direct language in emails	Parties intended only to be bound by a signed Settlement Stipulation	Overt manifestations of assent in emails constituted intent to be bound; written memorial not required
Acquiescence in Repudiation	Wife did not acquiesce, sought to enforce original terms	Wife’s continued negotiation and suggested edits constituted acquiescence	No acquiescence; Wife did not abandon original deal or approve repudiation

Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153 (Del. 2010) (establishes elements for contract formation under Delaware law)
Eagle Force Hldgs., LLC v. Campbell, 187 A.3d 1209 (Del. 2018) (addresses intent and definiteness required for enforceable contract)
Campbell v. Campbell, 522 A.2d 1253 (Del. 1987) (discusses strict limitations on post-judgment modifications in property division)
Stewart v. Stewart, 41 A.3d 401 (Del. 2012) (standard for appellate review of Family Court factual/legal findings)
Wolf v. Crosby, 377 A.2d 22 (Del. Ch. 1977) (promises in executory contracts can constitute sufficient consideration)