Gwendolyn Colston v. The Greens at Wyoming Homeowner Association, Sean Marcus, The Greens at Wyoming, LLC Albert Salame III, and Kamil Salame

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

GWENDOLYN COLSTON,

Plaintiff,

v. C.A. No. 2024-0063-CDW

THE GREENS AT WYOMING
HOMEOWNERS ASSOCIATION,
SEAN MARCUS, THE GREENS
AT WYOMING, LLC, ALBERT
SALAME III, and KAMIL
SALAME,

Defendants.

REPORT DENYING MOTION FOR
DEFAULT JUDGMENT AND MOTION TO DISMISS

Date Submitted: February 10, 2026
Date Decided: May 20, 2026

Gwendolyn Colston, Camden-Wyoming, Delaware; Plaintiff

Scott E. Chambers, Gary E. Junge, SCHMITTINGER & RODRIGUEZ, P.A.,
Dover, Delaware; Counsel for Defendants Sean Marcus, Albert Salame, III, and
Kamil Salame

WRIGHT, M.
There are two motions pending before the court: plaintiff Gwendolyn

Colston’s motion for default judgment 1 and defendants Albert Salame, III and

Kamil Salame’s motion to dismiss the amended complaint. 2 I recommend the

court deny both motions.

I. BACKGROUND

For purposes of these motions, the facts are drawn from the complaint,3

the amended complaint,4 and the documents they incorporate by reference. The

court reads these documents with the “forgiving eyes” it uses when reviewing

filings from self-represented litigants,5 credits the well-pleaded allegations in

these documents, and draw all reasonable inferences in plaintiff’s favor. 6 The

court has not engaged in any fact-finding.

The Greens at Wyoming is a residential community located off Southern

Boulevard in Wyoming, Delaware.7 The declarant for the community is The

Greens at Wyoming, LLC, a Delaware limited liability company (“Declarant”)

1 Pl.’s Request for Entry of Default J., Dkt. 71 (“Motion for Default Judgment”).

2 Am. Mot. to Dismiss of Albert Salame, III and Kamil Salame, Dkt. 69 (“Motion to

Dismiss” and cited as “Mot. to Dismiss”).
3 Compl., Dkt. 1 (“Complaint” and cited as “Compl.”).

4 Am. Verified Compl., Dkt. 43 (“Amended Complaint” and cited as “Am. Compl.”).

5 Richardson v. New Residential Mortg. Loan Tr. 2019RPL3, 2025 WL 2491199, at

*9 (Del. Ch. Aug. 29, 2025) (citing Hall v. Coupe, 2016 WL 3094406, at *3 (Del. Ch.
May 25, 2016)).
6 Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002).

7 Compl. Ex. N.
that was owned and controlled by the individual responsible for developing the

community, Albert J. Salame (“Mr. Salame”). 8

The community is governed by a “Declaration of Restrictions for the

Greens at Wyoming.”9 The Declaration provides for a homeowners association

for the community, known as The Greens at Wyoming Homeowners

Association, Inc. (“Homeowners Association”). 10 The Homeowners

Association is tasked with operating and maintaining the community’s common

areas and stormwater management areas,11 enforcing deed restrictions, 12 and

collecting assessments “for the purpose of promoting the recreation, health,

safety[,] and welfare” of the community’s residents and owners.13 Under the

Homeowners Association’s certificate of incorporation and bylaws, every

record owner of a lot in the community is a member of the Homeowners

Association.14 The community is at “99% conveyance,” but the Homeowners

Association has remained under Declarant control since its formation in 2005.15

8 Compl. Ex. O (“Declaration”) at 1, 22.

9 See generally id.

10 Id. art. II.

11 Id. art. II, cl. B, § 2(a)–(c).

12 Id. art. II, cl. B, § 2(d). The deed restrictions are seven pages long. See id. art. IV.

13 Id. art. II, cl. C, § 1.

14 Certificate of Incorporation of The Greens at Wyoming Homeowners Ass’n, Inc.,

Compl. Ex. P (“Certificate”) art. 5th; By-Laws of The Greens at Wyoming
Homeowners Ass’n, Inc., Compl. Ex. M (“Bylaws”) art. III, § 1(a).
15 Am. Compl. 5, 8.

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Mr. Salame was the sole director of the Homeowners Association. 16 The

Homeowners Association was voided in the latter half of the 2010s after failing

to pay its annual franchise taxes for several years.17

Plaintiff Gwendolyn Colston is a homeowner in the community, having

lived there since purchasing her home on Ninebark Drive in November 2021.18

On January 3, 2023, Ms. Colston contacted Sean Marcus, someone she had

been told was a representative of the Homeowners Association,19 to inquire

when the Homeowners Association would be holding an annual meeting, and to

request an invoice so she could pay her dues. 20 Mr. Marcus promptly sent Ms.

Colston an invoice on behalf of the Homeowners Association, but did not

respond to her inquiry about the annual meeting.21 Ms. Colston says she

wanted to attend the meeting to raise concerns regarding the community. 22

On February 13, 2023, Ms. Colston contacted the Office of the Common

Interest Community Ombudsperson at the Delaware Department of Justice

(“Ombudsperson’s Office”) seeking assistance to address her concerns. 23 The

16 Certificate art. 7th.

17 Am. Compl. 12–13; Compl. Ex. B; Dkt. 20 Ex. DD.

18 Compl. 2; Am. Compl. 4.

19 Am. Compl. 4.

20 Compl. Ex. A.

21 Id.

22 Am. Compl. 4.

23 Compl. Ex. B.

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Ombudsperson wrote her back the same day, expressing surprise at discovering

the Homeowners Association had last filed an annual franchise tax report in

2015 and did not have any directors or officers (as of the 2015 report).24 He

explained to Ms. Colston that if the Homeowners Association was indeed

rudderless, any member of the Homeowners Association “can file a petition

with the Court of Chancery to have it appoint a Receiver . . . to run the

[Homeowners Association], at the members’ expense[,] until elections can be

held so a board can be elected to operate the [Homeowners Association] as

required by the declaration, deed restrictions, and the certificate of

incorporation.”25 He also explained the services the Ombudperson’s Office

could offer and encouraged her to obtain and review the Homeowners

Association’s governing documents. 26

Ms. Colston attempted to invoke the informal dispute resolution

procedures available through the Ombudperson’s Office to address her

concerns with the community.27 While this was happening, Declarant

attempted to transition management of the community to a management

company, but that effort failed.28 According to Ms. Colston, it failed because

24 Id.

25 Id.

26 Id.

27 Id. Exs. D–E.

28 Am. Compl. 6; see also id. Exs. I–K.

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the proposed management company was unsatisfied with the financial records it

received regarding the community and the Homeowners Association.29 It does

not appear that any informal dispute resolution ever took place. 30

Mr. Salame passed away on November 19, 2023.31 Since his death, Mr.

Marcus and Albert Salame, III have continued to act on behalf of the non-

existent Homeowners Association. 32

II. PROCEDURAL HISTORY

Ms. Colston filed the Complaint on January 24, 2024.33 In the

Complaint, Ms. Colston alleges the community is in poor, chaotic condition

with widespread neglect and safety issues, many of them documented by

photographs.34 She says trash is pervasive in ponds and on streets and

sidewalks, stormwater ponds and ditches are out of compliance with State

requirements, roads are unpaved or incomplete, traffic control and safety

signage is missing, and common areas are not maintained.35 The Complaint

also raises a number of governance and financial issues regarding the

Homeowners Association, including inconsistent budgets provided to different

29 Id. 6.

30 See generally id.

31 Id. 11.

32 See, e.g., Compl. Exs. A, F, G, I, K, Q; Dkt. 14 Exs. S–U; Dkt. 20 Ex. EE.

33 Compl. 1.

34 Compl. 6, 8; Compl. Exs. C, L.

35 Compl. 8; Compl. Exs. C, L.

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residents, spreadsheets identifying taxes and expenses being paid that may not

have actually been paid, and the ongoing assessment of fees with little to show

for it.36

The Complaint’s unorthodox structure makes it hard to pin down what

claims are asserted, but Ms. Colston appears to assert claims for violations of

(1) the Bylaws, (2) the Declaration, (3) Sections 81-303(c), 81-303(e), 81-

303(g), 81-307, and 81-308 of the Delaware Uniform Common Interest

Ownership Act (“DUCIOA”), 37 (4) Section 220 of the Delaware General

Corporation Law,38 and (5) the Delaware Litter Control Law, Title 16, Chapter

16 of the Delaware Code. 39 The Complaint requests the following relief:

• An order requiring preventing further collection of annual
dues from homeowners.

• A “forensic audit” of the Homeowners Association for
every year it has been under Declarant control.

36 Comp. 4–7; Compl. Exs. I–K.

37 25 Del. C. §§ 81-101 to 81-421.

38 8 Del. C. §§ 101–398 (“DGCL”).

39 Compl. 1–2, 6–8. It is also unclear who Ms. Colston was attempting to name as a
defendant in the Complaint—it could have been any of Declarant, the Homeowners
Association, or Mr. Marcus. See id. 1 (“I am filing a complaint against the declarant,
Sean Marcus for The Greens at Wyoming Homeowner[s] Association in Kent County,
Delaware”). Ms. Colston repeated the confusing language in the summons. See Dkt.
3 (“Please effectuate service upon . . . The Greens at Wyoming Homeowners
Association, Declarant Sean Marcus[.]”). Schmittinger & Rodriguez, P.A. then
purported to enter its appearance on behalf of a single defendant named “The Greens
at Wyoming, Home Owners Association, Declarant Sean Marcus,” see Dkt. 4, before
filing an answer on behalf of the Homeowners Association and Mr. Marcus, see Dkts.
7, 9.

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• An order requiring Declarant to identify the purpose for
which a $44,329.59 loan was taken out against the
Homeowners Association.

• An order requiring Declarant to relinquish control of the
Homeowners Association.

• Installation of an “acting HOA board” for the Homeowners
Association.

• Assistance with transitioning the Homeowners Association
to a management company.40

On May 17, 2024, Ms. Colston filed her first motion for default

judgment.41 The motion for default judgment attached correspondence from

the Mayor of the Town of Wyoming which alleges “many years” of “numerous

concerns and complaints from residents” regarding these issues, which the

letter characterizes as “a general dereliction of duty on the part of the developer

in its stewardship of a neighborhood it profited from developing.” 42 On May

29, 2024, the Homeowners Association and Mr. Marcus answered the

Complaint.43 On June 21, 2024, the court denied the first motion for default

judgment.44

40 Compl. 1–2.

41 Dkt. 5.

42 Id. Ex. A.Ms. Colston submitted this correspondence again, see Dkt. 20 Ex. X,
and incorporated the later submission by reference in the Amended Complaint. See
Am. Compl. 21 (incorporating Dkt. 20 Ex. X).
43 Dkt. 7. The answer was docketed again the next day. See Dkt. 9.
44 Dkt. 17.

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On September 26, 2024, Ms. Colston requested a hearing “to address

ongoing and unresolved issues” with the Homeowners Association,

“particularly concerning the transition from developer control to community

control after [Mr. Salame]’s passing.” 45 Counsel for the Homeowners

Association and Mr. Marcus responded to that letter on October 22. 46

On November 7, the case was reassigned to me, 47 and I scheduled a

status conference for December 13.48 On December 12, Ms. Colston filed a

letter to provide a written status update.49 I held the status conference on

December 13, 50 during which I explained to Ms. Colston that she had not

named Declarant as a party in the Complaint, and that for some claims she

wanted to pursue—specifically, those based on DUCIOA, if it applies—

Declarant was the proper defendant. I also directed Ms. Colston to amend her

complaint and explained the process.

On April 9, 2025, Schmittinger & Rodriguez, P.A. moved for leave to

withdraw as counsel for the Homeowners Association. 51 The court held

45 Dkt. 20.

46 Dkt. 21.

47 Dkt. 22.

48 Dkt. 23.

49 Dkt. 24.

50 Dkt. 25.

51 Dkt. 28.

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another status conference with the parties on April 10,52 during which the court

discussed the proposed amended complaint with Ms. Colston and explained the

steps she needed to take in order to successfully file it.

Ms. Colston filed the Amended Complaint on the docket on September 3,

2025, 53 without a motion for leave to amend. The Amended Complaint adds

Declarant as a defendant, along with Albert Salame, III and Kamil Salame,

alleged to be two of Mr. Salame’s heirs and the personal representatives of Mr.

Salame’s estate.54 The Amended Complaint goes into more detail on Ms.

Colston’s concerns regarding the community, the Homeowners Association,

and Declarant, 55 and contains a lengthy recitation of events since the

Complaint’s filing.56 The Amended Complaint appears to assert claims for

violations of (1) the Bylaws, (2) DUCIOA, (3) Section 220 of the DGCL,

(4) Sections 311 and 526 of the Delaware Insurance Code,57 (5) the Freedom of

Information Act,58 (6) the Ombudsman’s Act,59 and (7) Delaware sediment and

52 Dkt. 30.

53 Am. Compl. 1. During this time, the court held a status conference on May 30,
2025. See Dkt. 36.
54 Am. Compl. 2; see also Dkt. 29 (identifying “Albert Salame’s Estate” as a

proposed additional defendant); Pl.’s Resp. Opposing Mot. to Dismiss, Dkt. 70
(“Opp’n”) at 5 (alleging Albert Salame, III and Kamil Salame are the personal
representatives of Mr. Salame’s estate).
55 See, e.g., Am. Compl. 2–7, 13–14.

56 See, e.g., id. 9–12, 15–19.

57 18 Del. C. pt. I.

58 29 Del. C. ch. 101.

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stormwater regulations. 60 The Amended Complaint continues to seek the same

relief as the Complaint, and also seeks relief (1) for pond and ditch maintenance

in the community, (2) payment of all outstanding bills and taxes before the

homeowners take control of the Homeowners Association, (3) requiring

production of all financial documentation for the Homeowners Association, and

(4) authorizing “the Greens at Wyoming Ad Hoc Committee” to collect the

annual dues to pay for board election assistance and services from the

Ombudperson’s Office. 61

On September 8, 2025, Mr. Marcus moved for partial summary

judgment, asking the court to rule as a matter of law that he cannot be held

individually liable on any claims pleaded in the Amended Complaint. 62 At a

status conference held on October 29, 2025,63 the court (1) granted Ms. Colston

retroactive leave to filed the amended complaint, (2) granted Schmittinger &

Rodriguez, P.A.’s motion for leave to withdraw as counsel for the Homeowners

Association, and (3) denied Mr. Marcus’ motion for partial summary judgment.

The court also asked Ms. Colston to file a letter identifying which claims she

59 The court interprets this to mean the Common Interest Community Ombudsperson

Act in Title 29, Chapter 25, Subchapter IV of the Delaware Code.
60 See Am. Compl. 2–4, 24–26. The Delaware Litter Control Law claim appears to
have been dropped. But see infra note 64.
61 See Am. Compl. 2–4, 8–9, 25–27.

62 Dkt. 45.

63 Dkt. 57.

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was bringing against which defendants, and she filed a letter on November 26,

2025. 64

On November 18, 2025, Ms. Colston requested summonses to serve

Albert Salame, III and Kamil Salame, which the Register in Chancery issued

the next day.65 The docket reflects return receipt cards showing service of the

summons and amended complaint on Albert Salame, III and Kamil Salame on

November 24 and December 1, respectively.66 On January 7, 2026, Albert

Salame, III and Kamil Salame responded to the Amended Complaint in a

manner permitted by our court rules, by moving to dismiss for lack of personal

jurisdiction under Court of Chancery Rule 12(b)(2).67

On January 12, I held my fifth status conference in this case.68 During

the status conference, I noted that Mr. Marcus had not yet responded to the

64 Dkt. 59. Ms. Colston filed a related chart on December 16. Dkt. 64. The
November 26 letter and the related chart purport to assert claims that are not
mentioned anywhere in the Amended Complaint: (1) a regulation regarding audited
financial reports promulgated by the Insurance Commissioner (cited as 21 Del. Reg.
441 but located in the Delaware Administrative Code at 18 Del. Admin. C. § 301);
(2) a Delaware Code section that does not exist (6 Del. C. § 18); (3) Article IV,
Section 17 of the Declaration; (4) Kent County Code Sections 143-12 and 143-20;
and (5) a Delaware Department of Transportation Regulation entitled “Geometric
Design of Subdivision Streets, 2 Del. Admin. C. § 5.1. See Dkts. 59, 64. The
Delaware Litter Control Law reappears. Id. There is also a vague reference to
violations of federal law, see Dkt. 59 at 1, but no federal laws are identified.
65 Dkt. 58.

66 Dkts. 63, 65.

67 Dkt. 66.

68 Dkt. 67; see also Tr. of Jan. 12, 2026 Tele. Status Conf., Dkt. 72 (“Jan. 12 Tr.”).

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Amended Complaint 69 and Ms. Colston had not served a summons and the

Amended Complaint on Declarant.70 Ms. Colston was still mixing up the

Homeowners Association and Declarant, so I explained again which entity was

which, what Ms. Colston needed to do to move the case forward against

Declarant, and the ongoing issues with respect to the Homeowners Association

being a void entity.71

On January 13, Mr. Marcus filed his answer to the Amended

Complaint.72 The same day, Albert Salame, III and Kamil Salame filed an

amended motion to dismiss, reasserting their personal jurisdiction defense

under Court of Chancery Rule 12(b)(2)73 and asserting the Amended Complaint

fails to state claims against them on which relief can be granted under Court of

Chancery Rule 12(b)(6). 74 On February 10, Ms. Colston filed her opposition to

the motion to dismiss,75 and the Motion for Default Judgment against,

seemingly, all defendants.76

69 Jan. 12 Tr. 4–5.

70 Id. 5, 17–18.

71 Id. 19–22.

72 Dkt. 68.

73 Mot. to Dismiss ¶¶ 1–7.

74 Id. ¶¶ 8–9.

75 Dkt. 70.

76 Dkt. 71.

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III. ANALYSIS

There are two motions under submission: the Motion for Default

Judgment and the Motion to Dismiss. I address them in that order.

A. The Motion for Default Judgment

Default judgments are governed by Court of Chancery Rule 55(b), which

states:

When a party against whom a judgment for
affirmative relief is sought, has failed to appear,
plead or otherwise defend as provided by these
Rules, and that fact is made to appear, judgment by
default may be entered as follows:

The party entitled to a judgment by default shall
apply to the Court therefor; but no judgment by
default shall be entered against an infant or
incompetent person unless represented in the action
by a guardian, trustee or other representative.

If the party against whom judgment by default is
sought has appeared in the action, the party (or, if
appearing by representative, the party’s
representative) shall be served with written notice of
the application for judgment at least 3 days prior to
the hearing on such application. If such party has not
appeared written notice shall be served if the Court
so directs.

If, in order to enable the Court to enter judgment or
to carry it into effect, it is necessary to take an
account or to determine the amount of damages or to
establish the truth of any averment by evidence or to
make an investigation of any other matter, the Court
may conduct such hearings or order such references
as it deems necessary and proper.

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Ct. Ch. R. 55(b) (paragraph breaks added). The court has discretion when

deciding whether to enter a default judgment. In re 53.1 Acres of Land in

Mispillion Hundred, 2002 WL 31820972, at *2 (Del. Ch. Nov. 27, 2002). The

court “give[s] great weight to the policy of deciding claims based on their

merits,” so it “employs the ultimate sanction of default judgment only under

extraordinary circumstances.” Dority v. vanSweden, 1995 WL 1791080, at *1

(Del. Ch. Jan. 17, 1995). Also, “Delaware courts generally deny motions for

default judgment if a party cures its error after receiving notice of a motion for

default judgment.” Id.

With those authorities in mind, I now address the Motion for Default

Judgment as to each defendant.

1. The Homeowners Association

I deny the Motion for Default Judgment as to the Homeowners

Association. Under Delaware law, when an entity is “voided” by the Delaware

Secretary of State for non-payment of franchise taxes, it “die[s] a civil death.”

Rivera & Kalibrr, Inc. v. Angkor Cap. Ltd., 2024 WL 3873050, at *8 (Del. Ch.

Aug. 20, 2024). When a corporation is voided “all powers heretofore conferred

upon the corporation [] become ‘inoperative’” and the corporation “cease[s] to

exist and [loses] any standing to appeal and be heard, even if represented by

counsel.” Transpolymer Indus., Inc. v. Chapel Main Corp., 1990 WL 168276,

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at *1 (Del. Sept. 18, 1990) (ORDER). The corporation “has no power to sue,

be sued, or wind up.” Rivera, 2024 WL 3873050, at *8.

The Homeowners Association has been void—civilly dead—since the

late 2010s.77 Because it is void, it lacked the power to be sued when Ms.

Colston filed this case in January 2024, and it lacks the power to defend any

litigation filed against it, including this case. No one was authorized to act on

behalf of the Homeowners Association—be that Mr. Marcus or someone else—

including by (purportedly) causing the Homeowners Association to retain

Schmittinger & Rodriguez, P.A. to represent the Homeowners Association in

the defense of Ms. Colston’s lawsuit.

I cannot issue a judgment, whether by default or otherwise, against an

entity that does not exist now and did not exist when this lawsuit was filed.

Unfortunately, this puts Ms. Colston—and the other homeowners and residents

of the Greens at Wyoming—in a difficult situation. If the allegations of the

Complaint and Amended Complaint are true, the community has urgent needs

that are going unaddressed because those entrusted to care for the community

have ignored those needs. The record contains evidence suggesting that

individuals have continued to act on behalf of the Homeowners Association

after its civil death. They collected dues, wrote checks, interacted with

homeowners and government authorities, and otherwise presented themselves

77 Am. Compl. 12–13; Compl. Ex. B; Dkt. 20 Ex. DD.

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as authorized agents of the Homeowners Association 78—of a dead entity—

while having no legal authority to do so. Whatever that might mean for those

individuals,79 it means I cannot enter default judgment against the Homeowners

Association.

2. The Declarant

I deny the Motion for Default Judgment as to Declarant. Ms. Colston has

not yet served Declarant with a summons and the Amended Complaint. Until

she does, Declarant is not obligated to respond to the Amended Complaint and

has not “failed to appear,” so default judgment cannot be granted. See Richards

78 See, e.g., Compl. Exs. A, F, G, I, K, Q; Dkt. 14 Exs. S–U; Dkt. 20 Ex. EE.

79 As the court explained in Rivera, if an entity is void, it cannot exercise any

corporate powers without the agents purporting to act on its behalf committing a
crime. See Rivera, 2024 WL 3873050, at *2 n.20 (“The legislature meant it: Section
513 ‘provides that whoever exercises any corporate powers of a corporation whose
charter has been forfeited shall be guilty of a crime.’”) (quoting Frederic G. Krapf &
Son, Inc. v. Gorson, 243 A.2d 713, 715 (1968), and citing 8 Del. C. § 513), *9 (“[A]s
long as Kalibrr is void, it cannot legally act to implement the Final Judgment without
its agents committing a crime.”). See also Boulden v. Albiorix, Inc., 2013 WL
1455826, at *2 (Del. Ch. Apr. 10, 2013) (“[O]ne cannot act as the agent of a
nonexistent principal.”) (citation omitted); Pierre Inves., Inc. v. Anspach Meeks
Ellenberger, LLP, 2024 WL 1856677, at *6 (6th Cir. Apr. 29, 2024) (“[W]hen the
articles of a corporation are canceled, whether by the Secretary of State or otherwise,
the authority of the corporation to do business ceases and after such termination
officers who carry on new business do so as individuals, lose the protection of the
[Ohio] Corporation Act, and are personally responsible for such obligations as they
incur.”) (quoting Chatman v. Day, 455 N.E.2d 672, 674 (Ohio Ct. App. 1982));
RESTATEMENT (THIRD) OF AGENCY §§ 3.07(4) (explaining “[w]hen a principal that is
not an individual ceases to exist . . . or when its powers are suspended, the agent’s
actual authority terminates except as provided by law”), 6.04 (explaining a purported
agent making a contract with a third party on behalf of a non-existent principal
becomes directly liable as a party to the contract if the purported agent knows or has
reason to know the purported principal does not exist).

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v. Hamon, 178 A.2d 140, 143 (Del. 1962) (“Until a return showing proper

service upon the defendant is before the court, judgment by default should not

be granted; and upon the defect being shown the judgment should be stricken

off.”) (citation omitted).

3. Sean Marcus

I deny the Motion for Default Judgment as to Mr. Marcus. He answered

the Amended Complaint on January 13, 2026, nearly a full month before Ms.

Colston moved for default judgment.80 Mr. Marcus’ answer was late, but

extraordinary circumstances do not exist to justify departing from the court’s

strong policy in favor of deciding claims on their merits.

4. Albert Salame, III and Kamil Salame

I deny the Motion for Default Judgment as to Albert Salame, III and

Kamil Salame. They responded to the Amended Complaint by filing a motion

to dismiss on January 7, 2026 and an amended motion to dismiss on January

13. A motion filed under Court of Chancery Rule 12 is a proper response to a

complaint. As the court recently observed, “[a] defendant’s obligation to

respond is governed by Rule 12, which permits a party to file either an answer

or a motion responsive to the complaint within the applicable time period.”

Gorodetskiy v. Honeywell Int’l Inc., 2026 WL 1091872, at *2 (Del. Ch. Apr.

22, 2026). Albert Salame, III and Kamil Salame filed the motion to dismiss

80 See Dkt. 68 (filed Jan. 13, 2026), Dkt. 71 (filed Feb. 10, 2026).

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late, but they filed it well before Ms. Colston filed the Motion for Default

Judgment, and extraordinary circumstances do not exist to justify departing

from the court’s strong policy in favor of deciding claims on their merits.

B. The Amended Motion to Dismiss

Albert Salame, III and Kamil Salame have each moved to dismiss the

Amended Complaint under Court of Chancery Rule 12(b)(2) for lack of

personal jurisdiction81 and Court of Chancery Rule 12(b)(6) for failure to state a

claim on which relief can be granted.82 The court addresses the personal

jurisdiction challenge first, because “[a] court without personal jurisdiction has

no power to dismiss a complaint for failure to state a claim[.]” Solomon v.

Pathe Comm’s Corp., 672 A.2d 35, 40 (Del. 1996) (quoting Branson v. Exide

Elec. Corp., 625 A.2d 267, 269 (Del. 1993)).

1. A Prima Facie Basis Exists For the Court to Exercise
Personal Jurisdiction

On a motion to dismiss for lack of personal jurisdiction, the plaintiff

bears the burden of establishing a prima facie basis for the court to find that

jurisdiction is proper. Ross Hldg. & Mgmt. Co. v. Advance Realty Gp., LLC,

2010 WL 1838608, at *11 (Del. Ch. Apr. 28, 2010) (citing Werner v. Miller

Tech. Mgmt., L.P., 831 A.2d 318, 326 (Del. Ch. 2003)). When the court

decides the motion on the papers, without an evidentiary hearing, the plaintiff’s

81 Mot. to Dismiss ¶¶ 1–7.

82 Id. ¶¶ 8–9.

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burden “is a relatively light one.” Id. (citing Cornerstone Techs., LLC v.

Conrad, 2003 WL 1787959, at *3 (Del. Ch. Mar. 31, 2003)). The court

construes the record in the light most favorable to the plaintiff and resolves

factual disputes in the plaintiff’s favor. Id. A plaintiff “need not rely solely on

the allegations in the complaint but may employ extra-pleading material as a

supplement to establish jurisdiction.” Id.

Personal jurisdiction over a non-resident defendant is proper when

(1) there is a statutory basis for exercising personal jurisdiction and

(2) subjecting the nonresident defendant to jurisdiction in Delaware would not

violate the Due Process Clause of the Fourteenth Amendment to the United

States Constitution. Eagle Force Hldgs., LLC v. Campbell, 187 A.3d 1209,

1228 (Del. 2018). “Compliance with Due Process is satisfied via ‘the so-called

“minimum contacts” requirement’ because, when a nonresident defendant has

sufficient minimum contacts with Delaware, that nonresident ‘should

“reasonably anticipate” being required to defend itself in Delaware’s courts.’”

Id. (quoting AeroGlobal Cap. Mgmt., LLC v. Cirrus Indus., Inc., 871 A.2d 428,

438, 440 (Del. 2005)).

Albert Salame, III and Kamil Salame argue that the court lacks personal

jurisdiction over them because they are Connecticut residents, they own no

property in Delaware, and they have “absolutely no contacts whatsoever with

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the State of Delaware.” 83 Their only connection to this case, they say, “is they

are the children of the late Albert Salame and are the beneficiaries of his

estate.”84

This characterization of Ms. Colston’s theory of liability is wrong. Ms.

Colston does not appear to be asserting claims against Albert Salame, III and

Kamil Salame in their individual capacities. Instead, her theory of liability,

generously construed, 85 is that Albert Salame, III and Kamil Salame are parties

as the personal representatives of Mr. Salame’s estate, which she contends is

liable for the wrongdoing because Mr. Salame repeatedly exercised authority

on behalf of the Homeowners Association and Declarant, including after the

Homeowners Association became void.86 In other words, the real party in

83 Id. ¶ 3.

84 Id. ¶ 6.

85 I say “generously construed” because the Opposition repeatedly mixes up the

Homeowners Association and Declarant. For example, the Opposition refers to the
limited liability company (meaning Declarant) being voided, see Opp’n 4–6, but the
voided entity is the Homeowners Association, the entity with “Inc.” in its name.
Elsewhere, the Opposition seems to combine Declarant and the Homeowners
Association, referring to “The Greens at Wyoming HOA, LLC” (see Opp’n 3, 9), and
it also refers to Mr. Salame as the “sole owner of the Greens at Wyoming
Homeowners Association, LLC” (see Opp’n 2). There is no such entity—the
Homeowners Association is a corporation, not a limited liability company, and Mr.
Salame does not appear to have owned it directly.
86 Opp’n 4 (“In this case, the claims relate directly to the period in which Albert

Salame II and Sean Marcus exercised control . . . including governance, financial
management, and fiduciary responsibilities[.]”), 9 (“Albert Salame III and Kamil
Salame are the legal representatives of Albert Salame’s Estate, therefore they are
responsible for closing out his estate, which includes the voided Greens at Wyoming

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interest, the party against whom Ms. Colston is seeking to assert claims, is Mr.

Salame’s estate, for which Albert Salame, III and Kamil Salame are alleged to

be its personal representatives.87

With that understanding, I deny the motion to dismiss for lack of

personal jurisdiction. Under both Delaware and Connecticut law, Albert

Salame, III and Kamil Salame are the appropriate parties to be named to pursue

claims against Mr. Salame’s estate.88 When a plaintiff asserts a cause of action

against the estate of a deceased individual, personal jurisdiction is evaluated

from the perspective of the deceased, not the estate or its personal

representatives. See Carlton Inves. v. TLC Beatrice Int’l Hldgs., Inc., 1995 WL

694397, at *6 (Del. Ch. Nov. 21, 1995) (“Obtaining jurisdiction over the Lewis

Estate therefore turns on whether the decedent would have been amenable to

suit in this jurisdiction on the claims now asserted.”) (citing 12 Del. C. § 1570).

Considering personal jurisdiction from the perspective of Mr. Salame, I

find that the Amended Complaint, the Complaint, and the many exhibits

HOA, LLC.”). See also Dkt. 29 (identifying “Albert Salame’s Estate” as the
proposed additional defendant).
87 See supra notes 54, 86.

88 See 10 Del. C. § 3701 (“All causes of action, except actions for defamation,

malicious prosecution, or upon penal statutes, shall survive to and against the
executors or administrators of the person to, or against whom, the cause of action
accrued. Accordingly, all actions, so surviving, may be instituted or prosecuted by or
against the executors or administrators of the person to or against whom the cause of
action accrued.”); CONN. GEN. STAT. § 52-599(a) (“A cause or right of action shall
not be lost or destroyed by the death of any person, but shall survive in favor of or
against the executor or administrator of the deceased person.”)

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submitted with them establish what would have been a prima facie basis for

exercising personal jurisdiction over Mr. Salame under paragraphs (1) or (2) of

10 Del. C. § 3104(c) and the Due Process Clause. Fairly read, these documents

allege that Mr. Salame—through his ownership and management of Declarant

and through his management and control of the Homeowners Association as its

only director—transacted business in this State, performed work in the State,

and contracted to supply services or things in this State. Had Mr. Salame not

passed away, he would have had to reasonably foresee he might have to appear

in Delaware to answer for alleged mismanagement of the Homeowners

Association and Declarant—both of which he is alleged to have controlled—

and the effects of that alleged mismanagement on the community’s

homeowners and residents. Delaware law and due process are satisfied.

2. Albert Salame, III and Kamil Salame Have Failed to
Establish That the Amended Complaint Fails to State
Claims Upon Which Relief Can Be Granted

When reviewing a motion to dismiss under Court of Chancery Rule

12(b)(6), Delaware courts “(1) accept all well pleaded factual allegations as

true[;] (2) accept even vague allegations as ‘well-pleaded’ if they give the

opposing party notice of the claim; [and] (3) draw all reasonable inferences in

favor of the non-moving party[.]” Fitzgerald v. Fitzgerald Home Farm, LLC,

2024 WL 1071970, at *2 (Del. Ch. Mar. 12, 2024) (quoting Cent. Mortg. Co. v.

Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 535 (Del. 2011)).

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“[T]he governing pleading standard in Delaware to survive a motion to dismiss

is reasonable ‘conceivability.’” Cent. Mortg. Co., 27 A.3d at 537. Delaware

courts must “deny the motion unless the plaintiff could not recover under any

reasonably conceivable set of circumstances susceptible of proof.” Cent.

Mortg. Co., 27 A.3d at 536 (citing Savor, Inc. v. FMR Corp., 812 A.2d 894,

896–97 (Del. 2002)).

Albert Salame, III and Kamil Salame argue that dismissal for failure to

state a claim is required because the Amended Complaint “is absolutely devoid

of any factual allegations” against them. 89 Not true, at least not for Albert

Salame, III,90 but also not the point. The claim, properly understood, is against

Mr. Salame’s estate, for which they are alleged to be the personal

representatives.91 The Motion to Dismiss does not argue the Amended

Complaint contains no allegations that could conceivably support a claim

against Mr. Salame were he still alive today, so I need not proceed further to

deny the motion under Rule 12(b)(6).

89 Mot. to Dismiss ¶ 9.

90 By “not true,” I mean the Amended Complaint, combined with other evidence in

the record, suggests Albert Salame, III may have acted on behalf of the Homeowners
Association after the entity was void and no longer existed. See, e.g., Am. Compl.
13–14 (alleging writing of suspicious checks on the Homeowners Association’s
checking account after Mr. Salame’s death); Dkt. 50 at 2 (“Checks for HOA bills
have been signed by Mr. Albert Salame III after Mr. Albert Salame’s death.”); Dkt.
20 Ex. EE (containing images of checks dated after Mr. Salame’s death that appear to
be signed by Albert Salame, III).
91 See supra notes 54, 86.

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IV. CONCLUSION

I recommend that the court deny the Motion for Default Judgment and

the Motion to Dismiss. This is a Report under Court of Chancery Rule

144(b)(1). Under Court of Chancery Rule 144(c)(2)(A), exceptions to this

Report are stayed pending issuance of a Final Report in this case.

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