IN THE SUPREME COURT OF THE STATE OF DELAWARE
GOODCENTS HOLDINGS, INC., §
§
Respondent Below- § No. 272, 2017
Appellant, §
§
v. § Court Below: Court of Chancery
§ of the State of Delaware
JANET G. WATTS, CHAPTER 11 §
TRUSTEE OF THE ESTATE OF § C.A. No. 11723
DALFORD LYNN ENGLAND and §
CLAYT MASON, §
§
Petitioners Below- §
Appellees. §
Submitted: July 6, 2017
Decided: July 13, 2017
Before VAUGHN, SEITZ, and TRAYNOR, Justices.
ORDER
This 13th day of July 2017, upon consideration of the notice of interlocutory
appeal and the supplemental notice of interlocutory appeal, it appears to the Court
that:
(1) The respondent-appellant, GoodCents Holdings, Inc. (“GoodCents”), is
a privately-held Delaware corporation. In 2015, it merged into MA Conservation
Group, Inc. GoodCents has petitioned this Court under Supreme Court Rule 42 to
accept an interlocutory appeal from a memorandum opinion of the Court of
Chancery dated June 7, 2017 (“the Memorandum Opinion”). The Memorandum
Opinion granted partial summary judgment to the petitioners-appellees, who were
the common stockholders of GoodCents (“the Appellees”), on the interpretation of
the GoodCents’ Certificate of Incorporation and the proper allocation of the fair
value of GoodCents between the preferred and common stockholders.
(2) GoodCents filed an application for certification to take an interlocutory
appeal of the Memorandum Opinion in the Court of Chancery on June 19, 2017.
The Appellees filed their response in opposition on June 29, 2017.
(3) The Court of Chancery denied the certification application on July 6,
2017. In denying certification, the Court of Chancery noted that the Memorandum
Opinion did not, as GoodCents argued, involve a question of first impression or
create a conflict in the law. The Court also rejected GoodCents’ argument that
interlocutory review may terminate the litigation by making settlement far more
likely. The Court of Chancery held that, while the Memorandum Opinion decided
“a substantial issue of material importance,”1 interlocutory review was not warranted
before the entry of a final judgment.
(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
1 Del. Supr. Ct. R. 42(b).
2
for interlocutory review does not meet the strict standards for certification under
Supreme Court Rule 42(b) and should be refused.
NOW, THEREFORE, IT IS HEREBY ORDERED that the within
interlocutory appeal is REFUSED.
BY THE COURT:
Collins J. Seitz, Jr.
Justice
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