The Estate of Ewell E. Long v. Wells Fargo Bank, N.A.

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE THE ESTATE OF EWELL E. LONG, ) BY ITS PERSONAL ) REPRESENTATIVE CAROL A. ) KEISER-LONG, ) ) Plaintiff, ) ) v. ) C.A. No. N25C-03-078 PAW CCLD ) WELLS FARGO BANK, N.A., JADE ) MOUNTAIN PARTNERS LLC, and ) PERLINO FL, LP, ) ) Defendants. ) Submitted: July 17, 2026 Decided: October 30, 2026 MEMORANDUM OPINION Upon Defendants’ Motion to Dismiss the Amended Complaint; GRANTED. Kaan Ekiner, Esq.; Joshua Seiler, Esq.; Kevin A. Rodriguez, Esq.; Gregory Star, Esq.; and Kara E. Cheever, Esq., of Cozen O’Connor, Attorneys for Plaintiff The Estate of Ewell E. Long, by Its Personal Representative Carol A. Keiser-Long. Steven L. Caponi, Esq.; Robert K. Beste, Esq.; and Matthew B. Goeller, Esq., of K&L Gates LLP; Robert E. Griffin, Esq.; and Jonathan H. Koppell, Esq., of McDermott Will & Schulte LLP, Attorneys for Defendants Wells Fargo Bank, N.A., Jade Mountain Partners LLC, and Perlino FL, L.P. WINSTON, J. I. INTRODUCTION This case concerns an alleged stranger-originated life insurance policy— commonly known as a “STOLI.” An estate seeks to recover the policy death benefit from a downstream purchaser of the policy and its securities intermediary. Plaintiff also asserts claims for secondary liability against those two defendants, as well as the downstream purchaser’s investment advisor. This decision grants defendants’ motion to dismiss. The Court lacks personal jurisdiction over the downstream purchaser and securities intermediary. The only act those foreign defendants are alleged to have taken in Delaware is the execution of a change-in-beneficiary form. Execution of that form does not establish specific jurisdiction because it is not a “source” of the estate’s claim for recovery of the death benefit, and there is no dispute that these defendants are not “at home” in Delaware for purposes of general jurisdiction. Nor does the conspiracy theory of jurisdiction apply, because the complaint lacks specific factual evidence that defendants were members of the conspiracy plaintiff alleges. That leaves the claims for secondary liability against the investment advisor. Those claims fail because they do not exist. When the General Assembly created the right for an estate to recover a STOLI death benefit, it defined the class of persons from whom the estate could recover and the remedy the estate could seek. It did not include claims for secondary liability against defendants who never received the 2 death benefit, like the investment advisor here. The Court will not presume the legislature intended to hold a broader class of persons liable than specified in the statute creating a new cause of action. As our Supreme Court recently clarified in Frank,1 an estate’s claim to recover a STOLI death benefit is a creature of statute. That statute did not codify a cause of action that existed at common law, or one based on a right of the estate. Accordingly, when assessing the scope of the claim, the Court hews closely to the statute. Doing so here leads to the conclusion that the Court lacks personal jurisdiction over two foreign defendants and that the complaint fails to state a claim against the defendant that remains. II. FACTUAL AND PROCEDURAL BACKGROUND2 A. THE PARTIES Plaintiff Estate of Ewell E. Long, by its personal representative, Carol A. Keiser-Long (“Plaintiff” or the “Estate”), is a citizen of Florida, where Long resided 1 GWG DLP Master Tr. Dated 03/01/06 v. Est. of Frank ex rel. Frank (Frank), 361 A.3d 31 (Del. 2026). 2 For purposes of Rule 12(b)(6), the Court accepts the well-pled facts in the First Amended Complaint (the “Complaint”) as true and draws the facts from only the Complaint and documents incorporated by reference therein. In ruling on personal jurisdiction under Rule 12(b)(2), the Court accepts the Complaint’s allegations as true unless “contradicted by affidavit” and may consider “the record as a whole.” See Recycling, LLC v. Clean Earth, Inc., 2021 WL 2211696, at *3 (Del. Super. June 1, 2021) (citing Hartsel v. Vanguard Grp., Inc., 2011 WL 2421003, at *7 (Del. Ch. June 15, 2011), aff’d, 38 A.3d 1254 (Del. 2012)). 3 at the time of his death.3 The Estate’s representative, Keiser-Long, is Long’s widow and a citizen of California.4 Defendant Wells Fargo Bank, N.A. (“Wells Fargo”) is a national banking association with its main office in South Dakota, where it is a citizen.5 Defendant Perlino FL, L.P. (“Perlino”) is a Florida limited partnership with its principal place of business in Texas.6 Defendant Jade Mountain Partners LLC (“Jade Mountain,” and, with Wells Fargo and Perlino, “Defendants”) is a Delaware LLC with its principal place of business in New York.7 3 D.I. 13, First Am. Compl. (hereinafter “Compl.”) ¶ 7. 4 Id. 5 Id. ¶ 8. 6 Id. ¶ 10; D.I. 20, Aff. of Ora Sheinson in Support of Mot. to Dismiss of Defs. Wells Fargo Bank, N.A., Jade Mountain Partners LLC, and Perlino FL, L.P. (hereinafter “Sheinson Aff.”) ¶ 7. 7 Compl. ¶ 9; Sheinson Aff. ¶ 5. 4  B. NON-PARTY OCEAN GATE ALLEGEDLY INDUCES PROCUREMENT OF THE POLICY AND BECOMES ITS BENEFICIAL OWNER IN 2007. In 2007, non-party Ocean Gate8 acquired the beneficial interest in an insurance policy on Long’s life (the “Policy”).9 According to the Complaint, the Policy was procured as part of an illegal “STOLI scheme” in which stranger investors wager on persons’ lives through life insurance policies.10 In the scheme, Ocean Gate financially induced seniors to consent to policies on their lives being issued to trusts, whose beneficial interests were then transferred to investors.11 Through the use of trusts, Ocean Gate made it appear to insurers that the policies were being paid for by the insureds and procured for legitimate estate-planning purposes.12 In this way, Ocean Gate was able to “feign compliance with insurable interest laws and . . . conceal” that it was paying the premiums to effect the policies and would acquire them.13 8 Like the parties, the Court uses the term “Ocean Gate” to refer collectively to Ocean Gate Life Settlement Program, LP; OGLS GP, LP; and OGLS Management LP. See Compl. ¶ 37 & n.1; see generally D.I. 20, Op. Br. in Support of Defs.’ Mot. to Dismiss the Am. Compl. (hereinafter “Op. Br.”) (referring to “Ocean Gate” throughout). 9 More precisely, Ocean Gate acquired the beneficial interest in a trust that was the beneficial owner of the Policy. See Compl. ¶¶ 53, 56. 10 See id. ¶¶ 27-28, 37, 65. 11 See id. ¶¶ 37-38. 12 See id. ¶¶ 39-40. 13 See id. ¶¶ 38-39, 47. 5  With regard to this Policy, in March 2007, The Ewell E. Long Irrevocable Trust (the “Trust”) was established, with Long as grantor, Keiser-Long as beneficiary, and an attorney, Robert Wilcox, as trustee.14 Later that month, the Trust applied for the Policy.15 The Policy application bears Long’s and Wilcox’s signatures, as does a “Statement of Claim Intent.”16 The Statement of Claim Intent provides, among other things, that the source of the first year premium was “Cash and Equivalents” from Long, that the Policy was not being purchased with an intent to transfer it to a third-party or in connection with a program for that purpose, and that there was a bona fide need for the insurance for estate planning. 17 The Policy states that the “Policy Date” and “Issue Date” are April 11, 2007.18 On April 23, 2007, Long, Keiser-Long, Wilcox, Ocean Gate, and attorney Brian Sullivan entered into a “Successor Trustee Agreement.”19 That agreement “contemplated that once premium was paid on the Policy, [] Wilcox would be replaced as trustee by [] Sullivan, but [] Wilcox would remain as ‘nominal trustee’ 14 See id. ¶ 48. 15 See Compl. ¶ 53. 16 See Sheinson Aff. Ex. E at 6; D.I. 20, Aff. of Robert K. Beste (hereinafter “Beste Aff.”) Ex. B at 2. 17 See Compl. ¶ 66; Beste Aff. Ex. B at 1-2. 18 See Sheinson Aff. Ex. G at 1. 19 Compl. ¶ 55. 6 to interface with the insurance carrier.’”20 It also “provided that [] Keiser-Long ‘wishes to sell’ the beneficial interest in the Trust holding the Policy to Ocean Gate, and Ocean Gate was ‘ready, willing and able to purchase’ the beneficial interest for consideration in accordance with an ‘asset sale agreement’ called a ‘Successor Beneficiary Agreement.’”21 A “Successor Beneficiary Agreement” dated as of the same day, bearing the signatures of Keiser-Long and a representative of Ocean Gate, provides that Keiser-Long “hereby sells, transfers, conveys and disposes of [her] entire Trust Interest, together with all right, title, interest, powers and privileges allocable thereto, to [Ocean Gate], in return for [Ocean Gate’s] payment of . . . $210,000.00.”22 Sometime before or on the date of these agreements, Ocean Gate had “caused an indication of interest to be conveyed to [Long and Keiser-Long] to buy the beneficial interests in the Trust, and thus the Policy.”23 And on May 3, 2007, the Policy’s first year premium was paid to the insurer, the funds of which came from Ocean Gate, either “directly or indirectly.”24 20 Id. (citing Compl. Ex. E at 1 & ¶ 9). 21 Id. ¶ 56 (citing Compl. Ex. E ¶ 6). 22 See Op. Br. Ex. 1 ¶ 3. 23 See Compl. ¶ 54. 24 See id. ¶ 60. 7  Through these acts, the Complaint alleges, “Ocean Gate and its co- conspirators . . . successfully conspired to create an illegal wagering contract on [] Long’s life.”25 C. ANOTHER NON-PARTY ACQUIRES THE POLICY IN 2013. Following changes to the Trust and its trustee, as well as to management of Ocean Gate, in April 2013, the beneficial interest in the Trust was transferred to EP Legacy Trust C, a Delaware statutory trust.26 In its capacity as a securities intermediary, Wilmington Savings Fund Society, FSB (“WSFS”), a federal savings bank with its principal place of business in Delaware, became the record owner and beneficiary of the Policy on the insurer’s books and records.27 Thereafter, WSFS maintained the Policy and all records in Delaware.28 D. PERLINO ACQUIRES THE POLICY IN 2020. In May 2020, Perlino was established as a Florida limited partnership, and in June 2020, it acquired the Policy.29 The Complaint alleges, “[u]pon information and belief,” that “Perlino assumed all rights, liabilities, and obligations relating to the Policy” and “represented that it was a sophisticated investor and would bear any 25 See id. ¶ 65. 26 See id. ¶¶ 68-72. 27 Id. ¶¶ 70, 73. 28 See id. ¶ 70. 29 Sheinson Aff. ¶¶ 7, 10; see also Compl. ¶ 75. 8 legal or economic risks associated with the Policy, and acknowledged that it had access to a data room that, upon information and belief, included, among other things, the Policy and application, the Trust Agreement, the Successor Trustee Agreement, and the Successor Beneficiary Agreement.”30 In connection with Perlino’s acquisition of the Policy, Wells Fargo, as Perlino’s securities intermediary, became the Policy’s owner and beneficiary on the books and records of the insurer.31 To effectuate this change, Wells Fargo, through an Assistant Vice President, executed a “Change of Non-Individual Owner and Beneficiary Form” in Delaware.32 WSFS also signed the form in Delaware.33 Jade Mountain is an investment advisor registered with the United States Securities and Exchange Commission (“SEC”).34 It provides investment management services to Perlino as one of its clients, including maintaining files for the Policy.35 The Complaint alleges, on information and belief, that Jade Mountain also “coordinated all communications with the insurer, tracked the Policy’s financial performance and projected returns, and ensured the continued payment of premiums 30 Compl. ¶¶ 76-77. 31 See id. ¶ 84. 32 See id.; Compl. Ex. F at 3. 33 See Compl. ¶ 84; Compl. Ex. F at 3. 34 Sheinson Aff. ¶¶ 4, 6. 35 See id. ¶¶ 4, 6, 23. 9 to preserve the Policy’s value.”36 It further alleges that Jade Mountain “evaluated and made investment decisions regarding the Policy as part of a broader STOLI strategy designed to profit from the death of the insured.”37 In addition, the Complaint alleges that “Jade Mountain exercised complete domination and control over Perlino such that, for all practical purposes, Perlino operated as Jade Mountain’s alter ego.”38 However, Jade Mountain’s SEC filings indicate that it owns approximately “0%” of Perlino and does not have discretionary investment authority over Perlino.39 E. PERLINO RECEIVES THE POLICY’S DEATH BENEFIT. Long passed away in January 2022.40 In March 2022, Wells Fargo received the Policy’s death benefit proceeds from the insurer.41 Wells Fargo then credited the proceeds to Perlino’s account.42 Wells Fargo took these actions in Minnesota.43 36 Compl. ¶ 85. 37 Id. 38 Id. ¶ 86. 39 See Sheinson Aff. ¶¶ 16-21 (quoting and citing Jade Mountain’s SEC Form ADVs filed in March 2021, 2022, 2023, and 2024, at Sheinson Aff. Exs. A-D). 40 Compl. ¶ 87. 41 Id. ¶ 89; D.I. 20, Aff. of Lynn Mizrahi-Shindel in Support of Mot. to Dismiss of Defs. Wells Fargo Bank, N.A., Jade Mountain Partners LLC, and Perlino FL, L.P. (hereinafter “Mizrahi-Shindel Aff.”) ¶ 6. 42 Compl. ¶ 90; Mizrahi-Shindel Aff. ¶ 8. 43 See Mizrahi-Shindel Aff. ¶¶ 7, 9-11. 10  F. THIS ACTION Plaintiff filed this action in March 2025.44 The original complaint contained one count against all Defendants for recovery of the Policy proceeds.45 After Defendants moved to dismiss, Plaintiff filed the now-operative amended complaint.46 Plaintiff now asserts three counts: Count I against Perlino and Wells Fargo for “Recovery of Insurance Proceeds Due to Lack of Insurable Interest” and Counts II and III against all Defendants for “Civil Conspiracy to Wager on Human Life” and “Aiding and Abetting a Wager on Human Life.”47 Defendants move to dismiss for lack of personal jurisdiction over Perlino and Wells Fargo and failure to state a claim for conspiracy or aiding and abetting against all Defendants.48 Plaintiff filed an answering brief49 and Defendants a reply.50 The Court heard argument in July 2026.51 44 See D.I. 1. 45 See id. ¶¶ 41-44. 46 See D.I. 8-10; D.I. 13. 47 See Compl. ¶¶ 91-113, Prayer for Relief at 36. 48 See generally Op. Br. 49 See generally D.I. 41, The Estate’s Opp’n to Defs.’ Mot. to Dismiss the First Am. Compl. (hereinafter “Ans. Br.”). 50 See generally D.I. 44, Reply Br. in Support of Defs.’ Mot. to Dismiss the Am. Compl. (hereinafter “Reply”). 51 See generally D.I. 52 (hereinafter “Arg. Tr.”). 11 III. STANDARDS OF REVIEW A. RULE 12(B)(2) – LACK OF PERSONAL JURISDICTION When a defendant invokes Rule 12(b)(2) to seek dismissal for lack of personal jurisdiction, “[t]he plaintiff has the burden to show a basis for the Court’s jurisdiction over the nonresident defendant.”52 In assessing this burden, the Court engages in a two-pronged inquiry: it must determine, first, “that service of process is authorized by statute” and, second, “that the exercise of jurisdiction over the nonresident defendant comports with traditional due process notions of fair play and substantial justice.”53 Both prongs must be satisfied as to each defendant.54 “If, as here, no evidentiary hearing has been held, [the] plaintiff[] need only make a prima facie showing of personal jurisdiction[,] and ‘the record is construed in the light most favorable to the plaintiff.’”55 52 Terramar Retail Ctrs., LLC v. Marion #2-Seaport Tr. U/A/D/ June 21, 2002, 2017 WL 3575712, at *4 (Del. Ch. Aug. 18, 2017) (quoting Sprint Nextel Corp. v. iPCS, Inc., 2008 WL 2737409, at *5 (Del. Ch. July 14, 2008)), aff’d, 184 A.3d 1290 (Del. 2018) (TABLE). 53 Ryan v. Gifford, 935 A.2d 258, 265 (Del. Ch. 2007) (first citing Amaysing Techs. Corp. v. CyberAir Commc’ns, Inc., 2005 WL 578972, at *3 (Del. Ch. Mar. 3, 2005); and then citing Benerofe v. Cha, 1996 WL 535405, at *3 (Del. Ch. Sept. 12, 1996)). 54 See CLP Toxicology, Inc. v. Casla Bio Hldgs. LLC, 2020 WL 3564622, at *10 (Del. Ch. June 29, 2020) (citing Hartsel, 2011 WL 2421003, at *7). 55 Ryan, 935 A.2d at 265 (first citing Benerofe, 1996 WL 535405, at *3; and then quoting Cornerstone Techs., LLC v. Conrad, 2003 WL 1787959, at *3 (Del. Ch. Mar. 31, 2003)). 12  B. RULE 12(B)(6) – FAILURE TO STATE A CLAIM Upon a Rule 12(b)(6) motion, the Court: (i) accepts all well-pled factual allegations as true; (ii) credits vague allegations if they give the opposing party notice of the claim; (iii) draws all reasonable inferences in favor of the non-moving party; and (iv) denies dismissal if recovery on the claim is reasonably conceivable.56 The Court does not, however, accept conclusory allegations unsupported by facts or draw unreasonable inferences in favor of the nonmovant.57 IV. ANALYSIS The Delaware Supreme Court has addressed this State’s law on STOLI policies on multiple occasions in recent years.58 Below, the Court first provides a brief primer on that precedent. With that background in mind, the Court then turns to the parties’ specific arguments, first regarding personal jurisdiction, then regarding the viability of Plaintiff’s conspiracy and aiding and abetting claims. 56 Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldg., LLC, 27 A.3d 531, 535 (Del. 2011) (citing Savor, Inc. v. FMR Corp., 812 A.2d 894, 896-97 (Del. 2002)). 57 Windsor I, LLC v. CWCapital Asset Mgmt. LLC, 238 A.3d 863, 871 (Del. 2020) (citing Deuley v. DynCorp Int’l, Inc., 8 A.3d 1156, 1160 (Del. 2010)). 58 See generally, e.g., Frank, 361 A.3d 31; Wells Fargo Bank, N.A. v. Est. of Malkin (Malkin), 278 A.3d 53 (Del. 2022); Lavastone Cap. LLC v. Est. of Berland (Berland), 266 A.3d 964 (Del. 2021); PHL Variable Ins. Co. v. Price Dawe 2006 Ins. Tr., ex. rel. Christiana Bank & Tr. Co. (Price Dawe), 28 A.3d 1059 (Del. 2011). 13  A. DELAWARE LAW ON STOLI POLICIES: A BRIEF PRIMER A STOLI policy is a life insurance policy procured by a speculator on the life of a stranger.59 At common law, courts in Delaware and elsewhere have long held that STOLI policies are illegal.60 That is because they are, in essence, wagers on human life, which offend public policy and are prohibited by the Delaware Constitution.61 As our Supreme Court has made clear, STOLI policies are “void ab initio.”62 They “never come into legal existence,” “can never be enforced,” and “represent a ‘fraud on the court.’”63 Courts have traditionally distinguished between permissible insurance and illegal wagering contracts through an “insurable interest” requirement.64 Broadly speaking, a person has an insurable interest in the insured if the person has an interest, either personal or pecuniary, in the insured continuing to live.65 At common law, an individual could procure insurance on the life of another only for the benefit 59 See Price Dawe, 28 A.3d at 1069-70. 60 See id. at 1069-71. 61 See id. 62 See Malkin, 278 A.3d at 56 (citing Price Dawe, 28 A.3d at 1069 n.25, 1073). 63 See id. (quoting Price Dawe, 28 A.3d at 1069 n.25, 1073). 64 See Price Dawe, 28 A.3d at 1069-72. 65 See id. at 1071-72 (citing Balt. Life Ins. Co. v. Floyd, 91 A. 653, 655-56 (Del. Super. 1914), aff’d, 94 A. 515 (Del. 1915)); see also 18 Del. C. § 2704(c) (setting forth current law on classes of persons with an insurable interest). 14 of someone with an insurable interest in that life.66 An individual could procure insurance on her own life for the benefit of anyone, provided that “the transaction is bona fide.”67 The General Assembly codified the common law insurable interest requirement, and consequently the prohibition on STOLI policies, in the Delaware Insurance Code.68 Specifically, 18 Del. C. § 2704(a) provides: Any individual of competent legal capacity may procure or effect an insurance contract upon that individual’s own life or body for the benefit of any person, but no person shall procure or cause to be procured any insurance contract upon the life or body of another individual unless the benefits under such contract are payable to the individual insured or that individual’s personal representatives or to a person having, at the time when such contract was made, an insurable interest in the individual insured.69 66 See Price Dawe, 28 A.3d at 1072 (citing Floyd, 91 A. at 655-56). 67 See id. (quoting Floyd, 91 A. at 656). This rule is “based upon ‘the theory that it is not reasonable to suppose that a person will insure his own life for the purpose of speculation.’” Id. (quoting Floyd, 91 A. at 656). 68 See id. at 1072-74. 69 18 Del. C. § 2704(a). 15 Because it is void ab initio and will not be enforced by a court, an insurer who shows that a policy lacks an insurable interest under Section 2704(a) may refuse to pay the policy’s death benefit.70 That leaves a question of what happens when an insurer does pay a death benefit on a void policy.71 The General Assembly addressed that scenario in Section 2704(b), which creates a right of action for the insured’s estate to recover the death benefit.72 Specifically, Section 2704(b) provides: If the beneficiary, assignee or other payee under any contract made in violation of this section receives from the insurer any benefits thereunder accruing upon the death, disablement or injury of the individual insured, the individual insured or the individual’s executor or administrator, as the case may be, may maintain an action to recover such benefits from the person so receiving them.73 70 See Frank, 361 A.3d at 42 (citing Malkin, 278 A.3d at 60); Price Dawe, 28 A.3d at 1067-68. 71 See Frank, 361 A.3d at 37-38 (distinguishing between cases concerning “insurers’ obligations to pay” and those concerning the consequences where the “insurers did pay” (citations omitted)). 72 See id. 73 18 Del. C. § 2704(b). 16 “Put differently, [Section] 2704(b) directs that if a death benefit is paid under an insurance policy that lacks an insurable interest, the estate of the insured may recover the death benefit from the recipient.”74 In Malkin, our Supreme Court wrote that “Section 2704(b) . . . codifies the longstanding common-law rule that, if the insurer pays the death benefit on a policy that lacks an insurable interest, the estate may sue to receive that benefit.” 75 More recently in Frank, however, the Court clarified that statement.76 Upon further review of the historical context, the Court determined: “[A]lthough the insurable interest requirement existed at common law, there was no Delaware common law establishing that an estate had a right to sue to recover the death benefit paid on a policy that violated that requirement.”77 Nor was such a right “firmly established in the common law of other jurisdictions,” with the law varying regarding who, if anyone, could recover the death benefit after it had been paid.78 Rather, Section 74 Berland, 266 A.3d at 969. 75 Malkin, 278 A.3d at 61 (citations omitted). 76 See Frank, 361 A.3d at 37-38. 77 See id. 78 See id. at 38-39 (explaining, for example, that “in 1881, the United States Supreme Court recognized that if the insured and the person to whom proceeds would be paid were ‘alike culpable’ in fraudulently evading the insurable-interest requirement, courts would ‘refuse to interfere with the results of their action’” and that “California courts have long held that ‘the insurer is the only party who can raise the question of insurable interest, and . . . if the insurer waives the question of interest and pays the money to the named beneficiary, or into court, neither the personal representative 17 2704(b) itself conferred standing upon estates to recover a “‘statutorily-created remedy’ for the procurement of a life-insurance policy in violation of the insurable interest requirement.”79 In this sense, the statute “created a ‘new right.’”80 That new right concerns standing to enforce the State’s insurable interest requirement.81 It is not based in a “violation of the rights of the claimant.”82 An investor’s collection of a STOLI policy death benefit does not violate an estate’s contract rights, for example, because such a policy does not grant the estate a right to the death benefit; if it did, the policy likely would not be a STOLI.83 Nor does the investor’s collection of a STOLI death benefit inflict a private harm on the estate, like a tort; rather, it is a “violation of Article II, Section 17 of [the] Delaware nor the creditors can claim the proceeds on that ground’” (first quoting Warnock v. Davis, 104 U.S. 775, 781 (1881); and then quoting 2004 Stuart Moldow Tr. v. XE L.I.F.E., LLC, 374 F. App’x 78, 81 (2d Cir. 2010))). 79 See id. at 39 (citing and quoting Malkin, 278 A.3d at 60 n.18, 61). 80 See id. at 39-40. 81 See id. at 39 (“Delaware is among the jurisdictions that—by statute—have given estates a right to enforce the insurable-interest requirement.”). 82 See Malkin, 278 A.3d at 65. 83 See 18 Del. C. § 2704(a) (permitting procurement of policies payable to the individual insured “or that individual’s personal representatives”). Moreover, a policy lacking an insurable interest cannot grant an estate contract rights because it is void ab initio—it grants contract rights to no one. See Price Dawe, 28 A.3d at 1067-68 (explaining that where a policy lacks an insurable interest it is void ab initio, meaning “that at no time was there a contractual obligation between the parties” (quoting Dougherty v. Mieczkowski, 661 F. Supp. 267, 274 (D. Del.1987))). 18 Constitution and of the State’s public policy.”84 The creation of a private right of action in Section 2704(b) reflects a policy choice that “as between the insured’s loved ones and the strangers who sought to profit from her death”—neither of whom would otherwise have a right to proceeds of a void insurance policy—it is better that the former receive the proceeds.85 Moreover, although the public policy against STOLIs is strong, under existing law, the distinction between a STOLI policy and permissible life insurance can be subtle. No conclusion can be drawn solely from the fact that a policy is sold to investors, because “[t]he secondary market for life insurance is perfectly legal.”86 Nor can a conclusion be drawn from the fact that a policy was sold quickly, because a policy may not be a STOLI even where the insured procures it “with the intent to 84 See Malkin, 278 A.3d at 65. 85 See id. at 63 (quoting Est. of Malkin v. Wells Fargo Bank, N.A. (S.D. Fla. Malkin), 379 F. Supp. 3d 1263, 1279 (S.D. Fla. 2019), aff’d in part, vacated in part, and remanded on other grounds, 2022 WL 2285884 (11th Cir. June 23, 2022)). Section 2704(b)’s private right of action may also assist in deterring human-life wagering. Cf. id. (noting Florida District Court’s observation that “Section 2704(b) effects the Delaware public policy against wagering on human life by ensuring that ‘such bets never pay off’” (quoting S.D. Fla. Malkin, 379 F. Supp. 3d at 1279)); Frank, 361 A.3d at 41-42 (addressing potential deterrent effect of Section 2704(b), but holding that it is “not necessary” that an estate’s Section 2704(b) right be “time-unlimited” because estates “have access to multiple judicial tools and doctrines that can assist them in confronting STOLI actors” and “Section 2704(a) offers a preliminary level of protection from the success of STOLI schemes”). 86 See Price Dawe, 28 A.3d at 1069. 19 immediately transfer the benefit to an individual or entity lacking an insurable interest.”87 Instead, whether a policy is a STOLI turns on “who in fact procured or effected the policy” and whether it was obtained “in good faith and for a lawful insurance purpose, and not as a cover for a wagering contract.”88 That determination requires examination of “the circumstances under which the policy was issued,” with a particular focus on “who pays the premiums.”89 And even still, it is not dispositive that the insured “did not use any of her own assets” to fund the premiums but instead funded them from “a nonrecourse loan.”90 That would be only one piece of evidence to be “viewed in the context of the entire transaction and in conjunction with consideration of” the insured’s intent.91 87 See id. at 1068; see also id. at 1075 (noting “[a]n insured’s right to take out a policy with the intent to immediately transfer the policy,” but explaining that this right “is not unqualified” (citations omitted)). 88 See id. at 1075-76; Berland, 266 A.3d at 971 (citing Price Dawe, 28 A.3d at 1075, 1078). 89 See Price Dawe, 28 A.3d at 1075-76. 90 See Berland, 266 A.3d at 972-73 (holding that 18 Del. C. § 2704(a) and (c)(5) do not “forbid an insured or his or her trust to procure or effect a policy on his or her own life using a non-recourse loan and, after the contestability period has passed, transfer the policy, or a beneficial interest in a trust that owns the policy, to a person without an insurable interest in the insured’s life, if the insured did not ever intend to provide insurance protection beyond the contestability period,” “so long as the use of nonrecourse funding did not allow the insured or his or her trust to obtain the policy ‘without actually paying the premiums’” (quoting Price Dawe, 28 A.3d at 1076)). 91 See id. 20  In sum, the public policy against STOLIs is clear, and the common law prohibition of them is codified in Delaware Insurance Code Section 2704(a). But the right of an estate to recover the proceeds of a STOLI policy is a creature of statute; the General Assembly created that right when it adopted Section 2704(b). And whether a policy is an illegal STOLI or legal life insurance turns not on whether it was immediately transferred to investors or procured with the intent to transfer it but, rather, on “who in fact procured or effected the policy,” to be determined based on all circumstances surrounding the transaction. B. THE COURT LACKS PERSONAL JURISDICTION OVER WELLS FARGO AND PERLINO. Turning to the parties’ specific arguments, Defendants first move to dismiss for lack of personal jurisdiction over Wells Fargo and Perlino. They point out that these parties are organized and headquartered outside of Delaware and contend that all jurisdictionally relevant actions took place outside this State as well.92 Plaintiff contends that this Court has jurisdiction under either Delaware’s Long-Arm Statute93 or the “conspiracy theory” of personal jurisdiction.94 As explained below, the Court lacks jurisdiction under each of Plaintiff’s theories. 92 See Op. Br. at 21, 23-30. 93 10 Del. C. § 3104. 94 See Ans. Br. at 13-36. The Complaint also alleges that these Defendants are subject to personal jurisdiction because Jade Mountain is Perlino’s “alter ego.” See Compl. ¶¶ 15-18. In briefing, after Defendants pointed out that Jade Mountain has 21  1. THE LONG-ARM STATUTE In its Complaint, Plaintiff emphasizes that the Policy was issued to a “Delaware trust” that was “sited, domiciled, and administered in Delaware by a Delaware trustee” and “governed by Delaware law.”95 At least for purposes of its Long-Arm Statute arguments, however, Plaintiff does not invoke these allegations. That is for good reason. In Estate of Daher v. LSH CO., the District of Delaware persuasively rejected allegations that a downstream purchaser of an alleged STOLI policy, like Perlino here, could be subject to long-arm jurisdiction merely because the policy was subject to Delaware law.96 It did so even where the policy was allegedly procured by “a family of interrelated Delaware entities” and no ownership interest in Perlino and lacks discretion over Perlino’s assets, see Op. Br. at 22-23 (citing Sheinson Aff. ¶¶ 15-22), Plaintiff abandoned that theory. See Ultragenyx Pharm., Inc. v. Catalent Md., Inc., 2025 WL 4667818, at *9 (Del. Super. Dec. 16, 2025) (“[Plaintiff] failed to respond to this argument in its Answering Brief and thus any opposition is waived.” (citation omitted)); VTB Bank v. Navitron Projects Corp., 2014 WL 1691250, at *4 (Del. Ch. Apr. 28, 2014) (holding plaintiff waived argument regarding personal jurisdiction theory “[b]y not briefing or arguing the merits” of that theory). 95 See, e.g., Compl. ¶¶ 13, 42-43, 61, 65. 96 See Est. of Daher ex rel. Daher v. LSH CO., 2021 WL 184394, at *5-7 (D. Del. Jan. 19, 2021), report and recommendation adopted, 2021 WL 7416294 (D. Del. Mar. 17, 2021); see also Est. of Boggess v. Viva Cap. 3 L.P., C.A. No. N23-05-130 EMD CCLD, at 17:21-19:1 (Del. Super. June 21, 2024) (TRANSCRIPT) (following Daher). 22 held by “a Delaware statutory trust” with “a Delaware entity located in Wilmington, Delaware” named as trustee.97 As the court explained, plaintiff offered no authority supporting the proposition that “the mere ownership of an insurance policy governed by Delaware law amounts to ‘transact[ing] business’ in Delaware” under the Long-Arm Statute.98 To the contrary, numerous cases addressing comparable situations show that “the mere ownership of something that is ‘heavily regulated’ under Delaware law” does not suffice.99 The court also held that due process was not satisfied because “[t]he [United States] Supreme Court long ago ‘rejected the argument that if a State’s law can properly be applied to a dispute, its courts necessarily have jurisdiction over the parties to that dispute.’”100 Further, the court explained that because “contracting with a Delaware entity does not qualify as transacting business in Delaware for 97 See Daher, 2021 WL 184394, at *3. 98 See id. at *5-6 (alteration in original). 99 See id. at *6 (first citing AeroGlobal Cap. Mgmt., LLC v. Cirrus Indus., Inc., 871 A.2d 428, 439 (Del. 2005); then citing CLP Toxicology, 2020 WL 3564622, at *14; then citing Mobile Diagnostic Grp. Hldgs., LLC v. Suer, 972 A.2d 799, 805 (Del. Ch. 2009); then citing Mobilificio San Giacomo S.P.A. v. Stoffi, 1996 WL 924508, at *9 n.4 (D. Del. Oct. 29, 1996); and then citing Abajian v. Kennedy, 1992 WL 8794, at *9-10 (Del. Ch. Jan. 17, 1992)) (referencing cases regarding “[o]wnership of a corporation that is incorporated in Delaware,” “[b]eing a party to a contract with a Delaware choice of law provision,” and “entering into a contract with a Delaware entity”). 100 See id. at *8 (first quoting Shaffer v. Heitner, 433 U.S. 186, 215 (1977); and then citing Time Share Vacation Club v. Atl. Resorts, Ltd., 735 F.2d 61, 65 (3d Cir. 1984)). 23 purposes of [10 Del. C. § 3014(c)(1)],” it is unlikely that “the downstream assignee of a contract that was once assigned to an entity that transacted business in Delaware” would suffice to establish jurisdiction.101 Plaintiff attempts to avoid Daher by turning away from assertions about the law governing the Policy or the acts of its prior owners and focusing on acts Defendants’ allegedly committed in Delaware.102 But Plaintiff identifies just one act: Wells Fargo’s execution of a “Change of Non-Individual Owner and Beneficiary Form” through which it became beneficial owner of the Policy.103 Although Section 3104 is a “single act” statute,104 this act does not suffice for specific jurisdiction. Nor does Plaintiff establish general jurisdiction. 101 See id. at *6 n.5 (first citing Abajian, 1992 WL 8794, at *9-10; and then citing Purdue Research Found. v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 784 (7th Cir. 2003)). 102 See Ans. Br. at 21. 103 See id. at 15-18. Plaintiff also notes that WSFS, the Policy’s prior beneficial owner, is based in Delaware. See id. at 16. It suggests that WSFS “presumably had physical custody of the Policy.” Id. But its Complaint does not allege this, nor does it allege that any Defendant took “physical custody” of the Policy in Delaware. See Compl. ¶ 70 (alleging WSFS “administered the Policy from Delaware, and maintained all records (including the Policy itself) in Delaware,” but not that it had “physical custody” of the Policy). 104 See Harris v. Harris, 289 A.3d 277, 302 (Del. Ch. 2023) (quoting Eudaily v. Harmon, 420 A.2d 1175, 1180 (Del. 1980)). 24  a. SPECIFIC JURISDICTION: SECTION 3104(C)(1)-(3) Plaintiff first looks to Long-Arm Statute sub-sections (c)(1), (2), and (3).105 Those sub-sections provide: As to a cause of action brought by any person arising from any of the acts enumerated in this section, a court may exercise personal jurisdiction over any nonresident, or a personal representative, who in person or through an agent: (1) Transacts any business or performs any character of work or service in the State; (2) Contracts to supply services or things in this State; [or] (3) Causes tortious injury in the State by an act or omission in this State . . . .106 To establish jurisdiction under these sub-sections, not any Delaware-directed act will suffice.107 The statute’s “arising from” language requires that the act and the claim have a sufficient “nexus.”108 An act has a sufficient nexus if it “set[s] in motion 105 See Ans. Br. at 14-18. 106