IN THE SUPREME COURT OF THE STATE OF DELAWARE
IN RE COLUMBIA PIPELINE § No. 99, 2021
GROUP, INC. MERGER §
LITIGATION § Court Below—Court of Chancery
§ of the State of Delaware
§
§ Consol. C.A. No. 2018-0484 - JTL
§
Submitted: March 30, 2021
Decided: April 14, 2021
Before VALIHURA, VAUGHN, and TRAYNOR, Justices.
ORDER
Upon consideration of the notice of interlocutory appeal, the supplemental
notice of interlocutory appeal, and the exhibits attached thereto, it appears to the
Court that:
(1) The defendants below-appellants, Robert C. Skaggs, Jr., Stephen P.
Smith, and TransCanada Corporation, have petitioned this Court under Supreme
Court Rule 42 to accept an interlocutory appeal from a Court of Chancery opinion
denying their motion to dismiss the complaint filed by plaintiffs below-appellees,
former stockholders of Columbia Pipeline Group. In the complaint, the plaintiffs
alleged that the individual defendants breached their fiduciary duties in connection
with TransCanada’s acquisition of Columbia and that defendant TransCanada aided
and abetted those breaches. The defendants moved to dismiss the complaint for
failure to state a claim under Court of Chancery Rule 12(b)(6). Relying on a decision
in an appraisal action brought by different Columbia stockholders and a decision in
a federal securities action also brought by different Columbia stockholders, the
defendants argued that principles of collateral estoppel and stare decisis required
dismissal of the complaint.
(2) On March 1, 2021, the Court of Chancery issued an opinion denying
the defendants’ motion to dismiss.1 The court concluded that the doctrine of
collateral estoppel did not apply because the plaintiffs were not parties to the
appraisal action or the federal securities action and were not bound by the rulings in
those actions.2 The court concluded that the doctrine of stare decisis did not apply
because the claims at issue in the fiduciary duty case were different than the claims
at issue in the appraisal action and the federal securities action.3
(3) On March 11, 2021, the defendants filed an application for certification
of an interlocutory appeal. They argued that the interlocutory opinion decided
substantial issues of material importance and that at least four of the eight Rule
42(b)(iii) criteria weighed in favor of certification. The plaintiffs opposed the
application for certification. On March 30, 2021, the Court of Chancery denied the
application for certification.
1
In re Columbia Pipeline Group, Inc. Merger Litig., 2021 WL 772562 (Del. Ch. Mar. 1, 2021).
2
Id. at 28-29.
3
Id. at 35-36, 43-49.
2
(4) Analyzing the Rule 42(b)(iii) criteria invoked by the defendants, the
court held that that Rule 42 (b)(iii)(A) (question of law resolved for the first time in
Delaware) did not weigh in favor of certification because the opinion applied settled
principles of law. The court held that Rule 42(b)(iii)(B) (conflict within the trial
courts on the question of law) did not support certification because there was no
conflict in Delaware cases addressing the application of collateral estoppel to related
actions brought by fellow stockholders or the application of stare decisis to related
actions brought by fellow stockholders. As to Rule 42(b)(iii)(G) (interlocutory
review may terminate the litigation), the court acknowledged that reversal of the
opinion could terminate the litigation, but found that this provided limited support
for certification. The court concluded that Rule(b)(iii)(H) (interlocutory review may
serve considerations of justice) did not weigh in favor of certification because the
issues in the case had not already been litigated in the appraisal action and securities
action as the defendants contended. Finally, the court found that the benefits of
interlocutory review would not outweigh the probable costs.
(5) Applications for interlocutory review are addressed to the sound
discretion of the Court.4 In determining whether to accept an interlocutory appeal,
this Court may consider all relevant factors, including the trial court’s decision about
4
Supr. Ct. R. 42(d)(v).
3
whether to certify an interlocutory appeal.5 In the exercise of our discretion and
giving due weight to the Court of Chancery’s view, we have concluded that the
application for interlocutory review does not meet the strict standards for
certification under Rule 42. Exceptional circumstances that would merit
interlocutory review of the Court of Chancery’s decision do not exist in this case,6
and the potential benefits of interlocutory review do not outweigh the inefficiency,
disruption, and probable costs caused by an interlocutory appeal.7
NOW, THEREFORE, IT IS ORDERED that the interlocutory appeal is
REFUSED.
BY THE COURT:
/s/ James T. Vaughn, Jr.
Justice
5
Id.
6
Id. R. 42(b)(ii).
7
Id. R. 42(b)(iii).
4