Silicato-Wood Partnership v. Two Farms

• Court: Supreme Court of Delaware
• Decided: September 27, 2018
• Docket: 408, 2018
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

SILICATO-WOOD PARTNERSHIP, § LLC, § § No. 408, 2018 Defendant Below- § Appellant, § § v. § Court Below: Superior Court § of the State of Delaware TWO FARMS, INC., § § C.A. No. K17C-09-010 Plaintiff Below- § Appellee. §

Submitted: August 29, 2018 Decided: September 27, 2018

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

ORDER

Upon consideration of the notice of interlocutory appeal, the supplemental

notice of appeal, and the documents attached thereto, it appears to the Court that:

(1) The defendant below, Silicato-Wood Partnership, LLC (“SWP”), has

petitioned this Court under Supreme Court Rule 42 to accept an interlocutory appeal

from an opinion of the Superior Court dated June 4, 2018 (“the Opinion”) and an

order dated July 11, 2018, denying SWP’s motion for partial reargument. In relevant

part, the Opinion granted the plaintiff Two Farms, Inc.’s motion to dismiss SWP’s

counterclaim seeking a declaratory judgment that SWP was entitled to judgment in

its favor on Two Farms’ fraud claim. (2) On August 6, 2018, SWP filed an application for certification in the

Superior Court to take an interlocutory appeal of that aspect of the Opinion

dismissing SWP’s counterclaim for declaratory judgment. SWP argued that the

Superior Court’s ruling, which concluded that the integration clause and due

diligence provision in the parties’ contract did not bar Two Farm’s fraud claim,

decided a substantial issue of material importance. SWP also argued that the

interlocutory ruling decided an issue of first impression, that the trial courts in the

State have issued conflicting decisions on the issue, and that interlocutory review

could terminate the litigation and would otherwise serve considerations of justice.

Two Farms filed a response in opposition on August 16, 2018.

(3) The Superior Court denied the certification application on August 22,

2018. In denying certification, the Superior Court concluded that the Opinion did

not decide a substantial issue of material importance or otherwise satisfy any of the

criteria for certifying interlocutory appeals under Rule 42.

(4) We agree that interlocutory review is not warranted in this case.

Applications for interlocutory review are addressed to the sound discretion of this

Court. In the exercise of its discretion, this Court has concluded that the application

for interlocutory review does not meet the strict standards for certification under

Supreme Court Rule 42(b). The case is not exceptional,1 and the potential benefits

1 Del. Supr. Ct. R. 42(b)(ii).

2 of interlocutory review do not outweigh the inefficiency, disruption, and probable

costs caused by an interlocutory appeal.2

NOW, THEREFORE, IT IS ORDERED that the interlocutory appeal is

REFUSED.

BY THE COURT:

/s/ Karen L. Valihura Justice

2 Id. 42(b)(iii).