## Facts

- Teeven Holding Company, Inc. purchased property in Newark, Delaware from the Estate of Grace W. McCambridge in August 1988.
- Teeven later discovered underground storage tanks and notified Delaware’s environmental agency of its intent to remove them.
- Sampling during tank removal showed subsurface contamination by petroleum products and tetrachloroethane affecting soil and groundwater.
- Teeven and the agency agreed to a remediation plan, later incorporated into a consent order dated October 10, 1990.
- The State, through the Secretary of the Department of Natural Resources and Environmental Control, filed an enforcement action alleging statutory violations and seeking equitable relief to enforce remediation duties.
- After a consent judgment resolved the State’s enforcement claims against Teeven, Teeven filed a third-party complaint against the seller’s estate and other alleged former owners/operators (including dry-cleaning-related parties).
- Teeven’s third-party claims sought to shift cleanup responsibility and recover money, asserting theories including fraud, restitution, indemnity, purported statutory private rights of action, and declaratory relief allocating liability for remediation costs.

## Issues

1. Whether the Court of Chancery had subject-matter (equity) jurisdiction over Teeven’s third-party claims when the substance of the relief sought was reimbursement and other money damages.
2. Whether a request for declaratory relief or the presence of a prior equitable enforcement action supplied a sufficient equitable basis (including clean-up jurisdiction) to keep the third-party claims in Chancery.
3. Whether an adequate remedy at law in Delaware Superior Court required dismissal of the third-party complaint.

## Decision

- The Court of Chancery granted the third-party defendants’ motions to dismiss the third-party complaint for lack of subject-matter jurisdiction.
- The court held Teeven’s third-party claims were, in substance, legal claims for money damages related to contamination costs.
- The court concluded Teeven had an adequate remedy at law in Superior Court for all asserted theories, including any cost-recovery claims.
- The court declined to retain the third-party dispute under clean-up jurisdiction because the State’s equitable enforcement controversy had been resolved by consent judgment and the remaining claims were purely legal.

## Legal Principles

- The Court of Chancery lacks jurisdiction where the plaintiff seeks primarily money damages and an adequate remedy exists at law.
- Jurisdiction turns on the substance of the requested relief, not the labels attached to claims (e.g., “restitution,” “indemnity,” or “declaratory judgment”).
- A request for declaratory relief does not confer equity jurisdiction when the declaration would merely determine monetary responsibility and a law court can grant full relief.
- Clean-up jurisdiction is discretionary and does not require Chancery to decide purely legal claims after the equitable basis for jurisdiction has been satisfied or resolved.
- Environmental remediation cost allocation between private parties is generally treated as legal relief when it is pursued as reimbursement or damages rather than as an equitable remedy against the third-party defendants.

## Conclusion

The Court of Chancery dismissed Teeven’s third-party complaint because it sought legal relief—primarily reimbursement of cleanup costs—fully available in a law court, and neither declaratory relief nor clean-up jurisdiction justified keeping the post-consent-judgment damages dispute in equity.


Clark v. Teeven Holding Co., Inc., 625 A.2d 869 (Del. Ch. 1992)