3850 & 3860 Colonial Blvd., LLC

• Court: Supreme Court of Delaware
• Decided: May 1, 2015
• Docket: 124, 2015
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

3850 & 3860 COLONIAL BLVD., LLC, § § Plaintiff Below- § No. 124, 2015 Appellant, § § v. § Court Below: Court of Chancery § of the State of Delaware, CHRISTOPHER E. GRIFFIN and § C.A. No. 9575-VCN RUBICON MEDIA, INC., § § Defendants Below- § Appellees. §

Submitted: March 30, 2015 Decided: May 1, 2015

Before STRINE, Chief Justice; HOLLAND and VAUGHN, Justices.

ORDER

This 1st day of May 2015, it appears to the Court that:

(1) The plaintiff-appellant, 3850 & 3860 Colonial Blvd., LLC

(“Colonial”), has petitioned this Court, under Supreme Court Rule 42, to accept an

appeal from an interlocutory letter opinion and order of the Court of Chancery

dated February 26, 2015 (“Letter Opinion”). The Letter Opinion stayed Colonial’s

breach of fiduciary duty action pending arbitration, in accordance with an

arbitration provision in the limited liability company agreement of its predecessor

entity, Rubicon Media LLC (“the LLC”). The Letter Opinion noted that, although

the LLC’s sole director Christopher Griffin had later converted the LLC into a corporation, Colonial’s fiduciary duty claims arose from a transaction entered into

by the LLC.

(2) Colonial filed its application for certification to take an interlocutory

appeal in the Court of Chancery on March 9, 2015. The Court of Chancery denied

the certification application on March 30, 2015. In denying certification, the Court

of Chancery noted that although the facts of the case are unusual, the Letter

Opinion, which stayed Colonial’s action to allow the arbitration forum to resolve

the question of who should decide the dispute, did not go to the actual merits of

any claims and applied well-settled law. The case thus did not present

extraordinary or exceptional circumstances to warrant certification of an

interlocutory appeal.

(3) We agree with the Vice Chancellor’s rationale. Applications for

interlocutory review are addressed to the sound discretion of this Court. In the

exercise of its discretion, this Court has concluded, for the reasons stated by the

Court of Chancery, that the application for interlocutory review does not meet the

requirements of Supreme Court Rule 42(b) and should be refused.

NOW, THEREFORE, IT IS HEREBY ORDERED that the within

interlocutory appeal is REFUSED.

-2- BY THE COURT: /s/ Leo E. Strine, Jr. Chief Justice

-3-