Suncor Energy Inc. v. Magellan Pipeline Company, L.P.

• Court: Supreme Court of Delaware
• Decided: May 27, 2026
• Docket: 137, 2026
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

SUNCOR ENERGY INC., § § No. 137, 2026 Defendant Below, § Appellant, § Court Below–Superior Court § of the State of Delaware v. § § C.A. No. N25C-02-418 MAGELLAN PIPELINE § COMPANY, L.P., § § Plaintiff Below, § Appellee.

Submitted: March 30, 2026 Decided: May 27, 2026

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

ORDER

After consideration of the notice of appeal from an interlocutory order and its

exhibits, it appears to the Court that:

(1) In 2015, Suncor Energy Inc. (“Suncor Canada”), a Canadian

corporation, and Magellan Pipeline Co., L.P. (“Magellan”), a Delaware limited

partnership, executed a general Parent Guaranty. By its terms, Suncor Canada

entered the Parent Guaranty “in order to induce” Magellan to enter into transactions

with certain of Suncor Canada’s wholly owned subsidiaries. Accordingly, under the

Parent Guaranty, Suncor Canada guaranteed to Magellan “the prompt payment and

performance when due” of the obligations and liabilities that Suncor Canada’s subsidiaries owe to Magellan under contracts between Magellan and those

subsidiaries. In 2022, the Parent Guaranty was amended to add Suncor Energy

(U.S.A.), Inc. (“Suncor”), a Delaware corporation and wholly owned subsidiary of

Suncor Canada, as a covered subsidiary.

(2) In December 2023, Magellan and Suncor entered into multiple

contracts involving the storage and transportation of certain Suncor petroleum

products, including the Dupont Storage and Terminalling Agreement (the

“Terminalling Agreement”) and an amendment to the parties’ previously executed

Ethanol Storage Services Agreement (together with the Terminalling Agreement,

the “Agreements”). The Terminalling Agreement provided, among other things, that

on or before its effective date, Suncor was required to deliver to Magellan an

amendment to the Parent Guaranty that specifically included the Terminalling

Agreement as a covered transaction and more than doubled the amount guaranteed.

That amendment was produced, and it was executed simultaneously with the

Agreements. After Suncor allegedly breached the Agreements, Magellan demanded

payment from Suncor and then Suncor Canada when Suncor failed to pay. When

neither entity paid, Magellan sued Suncor for breach of the Agreements and Suncor

Canada for breach of the 2015 Parent Guaranty, as amended. Suncor Canada moved

to dismiss for lack of personal jurisdiction.

2 (3) On February 26, 2026, the Superior Court denied Suncor Canada’s

motion (the “MTD Order”).1 In so doing, the court found that “the statutory

jurisdictional hook in this case comes from the 2022 Amendment to the Parent

Guaranty when Suncor Canada agreed with Magellan to cover its wholly owned

Delaware subsidiary in order to induce Magellan to enter into the Agreements with

Suncor, and the simultaneous amendment of that Guaranty to sweep the Agreements

into the defined guaranteed Transactions with a concomitant more-than-doubling of

the guaranteed sum.”2 Suncor Canada asked the Superior Court to certify an

interlocutory appeal of the MTD Order under Supreme Court Rule 42. Magellan

opposed the application.

(4) On March 30, 2026, the Superior Court denied Suncor Canada’s

application.3 The court first found that the MTD Order did not decide a substantial

issue of material importance—a threshold inquiry under Rule 42—noting that this

Court has repeatedly held that a denial of a motion to dismiss for lack of personal

jurisdiction does not establish a legal right or determine a substantial issue. Although

the court could have ended its analysis there, it nevertheless addressed the Rule

42(b)(iii) factors cited by Suncor Canada. As to factor A (the interlocutory order

1 Magellan Pipeline Co., L.P. v. Suncor Energy (U.S.A.) Inc., 2026 WL 766429, at *1 (Del. Super. Ct. Feb. 26, 2026). 2 Id. at *7 (cleaned up). 3 Magellan Pipeline Co., L.P. v. Suncor Energy (U.S.A.) Inc., 2026 WL 865686, at *5 (Del. Super. Ct. Mar. 30, 2026). 3 resolves a novel question of law), the court concluded that the MTD Order had not

created new law but had merely applied existing personal-jurisdiction jurisprudence

to the specific facts of this case. Relatedly, the court disagreed that factor B (the

interlocutory order conflicts with other trial court decisions) weighed in favor of

certification. And, although the Superior Court agreed that factor D (the

interlocutory order has sustained the controverted jurisdiction of the trial court)

supported certification, the court concluded that this factor alone was not enough to

warrant certification. Finally, the court determined that factor H (interlocutory

review would serve considerations of justice) did not favor interlocutory review

because there was no particular urgency to justify litigating the issue before the entry

of a final judgment. Observing that the MTD Order was not an exceptional decision

but rather a routine denial of a motion to dismiss for lack of personal jurisdiction,

the court denied Suncor Canada’s application.

(5) We agree that interlocutory review is not warranted here. Applications

for interlocutory review are addressed to the sound discretion of the Court. 4 Giving

due weight to the Superior Court’s analysis and in the exercise of our 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). Interlocutory

review would not end the litigation against Suncor in any event, exceptional

4 Del. Supr. Ct. R. 42(d)(v). 4 circumstances that would merit interlocutory review of the MTD Order do not exist

in this case,5 and the potential benefits of interlocutory review do not outweigh the

inefficiency, disruption, and probable costs caused by an interlocutory appeal.6

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

REFUSED.

BY THE COURT:

/s/ Collins J. Seitz, Jr. Chief Justice

5 Del. Supr. Ct. R. 42(b)(ii). 6 Del. Supr. Ct. R. 42(b)(iii). 5