Cision US, Inc. v. RSM US LLP

• Court: Supreme Court of Delaware
• Decided: May 19, 2025
• Docket: 154, 2025
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

CISION US, INC., § § Defendant/Counterclaim § No. 154, 2025 Plaintiff Below, § Appellant, § Court Below—Superior Court § of the State of Delaware v. § § C.A. No. N24C-02-178 [CCLD] RSM US LLP, § § Plaintiff/Counterclaim § Defendant Below, § Appellee. §

Submitted: April 14, 2025 Decided: May 19, 2025

Before SEITZ, Chief Justice; LEGROW and GRIFFITHS, Justices.

ORDER

After consideration of the notice of interlocutory appeal and the exhibits

attached thereto, it appears to the Court that:

(1) Cision US, Inc. (“Cision”) and RSM US LLP (“RSM”) entered into an

agreement for RSM to upgrade Cision’s software systems. After not receiving full

payment for its work, RSM filed a breach of contract action against Cision. Cision

alleged that RSM’s work was defective and asserted counterclaims for breach of

contract, breach of warranty, unjust enrichment, and breach of the implied covenant

of good faith and fair dealing. RSM moved to dismiss Cision’s counterclaims. Cision opposed dismissal and, in the alternative, moved for leave to amend the

counterclaims.

(2) In a bench ruling, the Superior Court dismissed Cision’s counterclaims

for breach of contract, unjust enrichment, and breach of the implied covenant of

good faith and fair dealing. The court held that the breach of contract claim was

duplicative of the breach of warranty claim, the unjust enrichment claim was also

duplicative, and the implied covenant claim failed to state a separate and distinct

claim. The court granted Cision’s motion to amend solely for the breach of warranty

claim.

(3) Cision moved for reargument. Cision also applied for certification of

the court’s dismissal of its breach of contract claim and denial of its cross-motion to

amend the breach of contract claim. RSM opposed the motion and application. The

Superior Court denied Cision’s motion for reargument and application for

certification.

(4) In denying certification, the Superior Court first found that the issue of

contract interpretation raised by Cision was not a substantial issue meriting

interlocutory review. The court next considered the Rule 42(b)(iii) criteria identified

by Cision as supporting certification. As to Rule 42(b)(iii)(B) (conflicting trial court

decisions on the question of law), the court found that the exercise of discretion by

some courts to decline dismissal of duplicative claims did not evidence a conflict

2 among trial courts on a question of law. The court rejected Cision’s reliance on Rule

42(b)(iii)(G) (review of the interlocutory order may terminate the litigation) because

the addition of Cision’s breach of contract claim would not terminate the litigation.

Turning to Rule 42(b)(iii)(H) (review of the interlocutory order may serve

considerations of justice), the court concluded that Cision failed to identify any

injustice necessitating urgent resolution. Finally, the court found that the benefits of

interlocutory review would not outweigh the likely costs because such review would

disrupt the litigation, cause delay, and waste scare resources.

(5) Applications for interlocutory review are addressed to the sound

discretion of this Court.1 In the exercise of our discretion and giving due weight to

the Superior Court’s view, we conclude that the application for interlocutory review

does not meet the strict standards for certification under Rule 42(b). We agree with

the Superior Court that the Rule 42(b)(iii) criteria do not weigh in favor of

interlocutory review. Exceptional circumstances that would merit interlocutory

review do not exist,2 and the potential benefits of interlocutory review do not

outweigh the inefficient, disruption, and probable costs caused by an interlocutory

appeal.3

1 Supr. Ct. R. 42(d)(v). 2 Id. 42(b)(ii). 3 Id. 42(b)(iii). 3 NOW, THEREFORE, IT IS ORDERED that this interlocutory appeal is

REFUSED.

BY THE COURT:

/s/ N. Christopher Griffiths Justice