TransPerfect Global, Inc. v. Pincus

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

TRANSPERFECT GLOBAL, INC., § § No. 445, 2023 Respondent Below, § Appellant, § Court Below–Court of Chancery § of the State of Delaware v. § § C.A. Nos. 9700 & 10449 ROBERT PINCUS, § § Petitioner Below, § Appellee. § §

Submitted: December 1, 2023 Decided: December 8, 2023

Before TRAYNOR, LEGROW, and GRIFFITHS, Justices.

ORDER

After consideration of the notice of interlocutory appeal and its exhibits, it

appears to the Court that:1

(1) The appellant, TransPerfect Global, Inc., filed this appeal from the

Court of Chancery’s November 1, 2023 letter decision overruling TransPerfect’s

objections to the fee petitions filed by the appellee, Robert Pincus (the “Former

Custodian”), for legal expenses that he incurred between April 2023 and June 2023

1 The Court assumes the reader’s familiarity with the extensive litigation history of the underlying cases. See TransPerfect Glob., Inc. v. Pincus, 278 A.3d 630 (Del. 2022); TransPerfect Glob., Inc. v. Pincus, 2019 WL 7369433 (Del. Dec. 31, 2019); Shawe v. Elting, 157 A.3d 152 (Del. 2017). (the “Letter Decision”).2 On November 13, 2023, TransPerfect asked the Court of

Chancery to certify an interlocutory appeal of the Letter Decision under Supreme

Court Rule 42. The Former Custodian opposed the application.

(2) On November 30, 2023, the Court of Chancery denied TransPerfect’s

application.3 As an initial matter, the court accepted TransPerfect’s position that the

Letter Decision resolved a substantial issue of material importance—a threshold

consideration under Rule 42.4 But the Court of Chancery found that none of the Rule

42(b)(iii) factors cited by TransPerfect—Factors A (the decision involves a novel

question of law), B (the decision conflicts with other trial court decisions), C (the

decision concerns the constitutionality, construction, or application of a statute that

should be settled by this Court before the entry of a final order), and H (interlocutory

review would serve the considerations of justice)—supported the certification of an

interlocutory appeal.

(3) As to Factor A, the Court of Chancery disagreed with TransPerfect’s

characterization of the Letter Decision as “den[ying TransPerfect] due process and

the right to appeal, which, under the circumstances, represents a question of law not

previously resolved.”5 To the contrary, the court found that its ruling did not resolve

2 In re TransPerfect Glob., Inc., 2023 WL 7182135 (Del. Ch. Nov. 1, 2023). 3 In re TransPerfect Glob., Inc., 2023 WL 8281559 (Del. Ch. Nov. 30, 2023). 4 Del. Supr. Ct. R. 42(b)(i). 5 In re TransPerfect Glob., Inc., 2023 WL 8281559, at *2 (quoting TransPerfect’s application). 2 a novel legal question and that TransPerfect maintains the appellate rights to which

it was previously entitled. The court likewise found that Factor B did not favor

certification because the Letter Decision did not conflict with existing case law—

TransPerfect merely disagrees with the court’s finding that the Former Custodian

was not seeking advancement for his counsel’s preparation of billing statements and

the like. And the Court of Chancery rejected TransPerfect’s conclusory argument

that Factor C weighed in favor of certification. Finally, the court found that Factor

H did not favor certification: TransPerfect retains its appellate rights, and the court

was entitled to apply its earlier rulings to TransPerfect’s challenges to the Former

Custodian’s most recent fee petitions.

(4) Applications for interlocutory review are addressed to this Court’s

sound discretion.6 We agree with the Court of Chancery that interlocutory review is

not warranted in this case. Exercising our discretion and giving due weight to the

Court of Chancery’s analysis, we conclude that the application for interlocutory

review does not meet the strict standards for certification under Rule 42(b).

Exceptional circumstances that would merit interlocutory review of the Letter

Decision do not exist,7 and the potential benefits of interlocutory review do not

6 Del. Supr. Ct. R. 42(d)(v). 7 Del. Supr. Ct. R. 42(b)(ii). 3 outweigh the inefficiency, disruption, and probable costs caused by an interlocutory

appeal.8

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

REFUSED. The filing fee paid by TransPerfect will be applied to any future appeal

it files from an interlocutory appeal certified by the Court of Chancery or a final

order entered in the case.

BY THE COURT:

/s/ Abigail M. LeGrow Justice

8 Del. Supr. Ct. R. 42(b)(iii). 4