NGL Energy Partners LP v. LCT Capital, LLC ( 2024 )

IN THE SUPREME COURT OF THE STATE OF DELAWARE
NGL ENERGY PARTNERS LP and §
NGL ENERGY HOLDINGS LLC, § No. 265, 2023
§
Appellants/Cross-Appellees, § Court Below—Superior Court
Defendants Below, § of the State of Delaware
§
v. § C.A. No. N15C-08-109
§
LCT CAPITAL, LLC, §
§
Appellee/Cross-Appellant, §
Plaintiff Below. §
Submitted: February 7, 2024
Decided: May 28, 2024
Before SEITZ, Chief Justice; VALIHURA, TRAYNOR, and GRIFFITHS,
Justices, and FIORAVANTI, Vice Chancellor1 constituting the Court en banc.
Upon appeal from the Superior Court. AFFIRMED IN PART, REVERSED IN
PART, REMANDED.
Steven T. Margolin, Esquire (argued), Lisa M. Zwally, Esquire, Samuel L. Moultrie,
Esquire, Bryan T. Reed, Esquire, GREENBERG TRAURIG, LLP, Wilmington,
Delaware; Hal S. Shaftel, Esquire (argued), Daniel Friedman, Esquire,
GREENBERG TRAURIG, LLP, New York, New York, for Appellants/Cross-
Appellees NGL Energy Partners LP and NGL Energy Holdings LLC.
John L. Reed, Esquire (argued), Peter H. Kyle, Esquire, Daniel P. Klusman, Esquire,
DLA PIPER LLP, Wilmington, Delaware; Benjamin D. Schuman, Esquire, DLA
PIPER LLP, Baltimore, Maryland, for Appellee/Cross-Appellant LCT Capital, LLC.
1
Sitting by designation under Del. Const. art. IV, § 12 and Supreme Court Rules 2(a) and 4(a) to
complete the quorum.
TRAYNOR, Justice:
In this appeal, the appellants/cross-appellees (together, “NGL”) challenge a
$36 million final judgment and a set of evidentiary rulings that, in their view, led to
it. In turn, LCT Capital LLC (“LCT”) cross-appealed, contesting the Superior
Court’s methodology for computing post-judgment interest.2 Specifically, LCT
contends that the court erroneously refused to include prejudgment interest in the
judgment upon which post-judgment interest is to accrue.
We find no error or abuse of discretion in the Superior Court’s evidentiary
rulings. We disagree, however, with the court’s post-judgment interest
determination. Under 6 Del. C. § 2301(a), a “judgment . . . shall, from the date of
the judgment, bear post-judgment interest of 5% over the Federal Reserve Discount
rate . . . .” Prejudgment interest is part of the “judgment” and, as such, should be
included in the amount on which post-judgment interest accrues. We therefore
reverse the Superior Court as to this issue.
I
NGL consists of Delaware entities occupied in the energy sector. The
appellee/cross-appellant, LCT Capital LLC (“LCT”) provides financial advisory
services. After LCT, without the benefit of an agreement as to its compensation,
2
LCT Capital, LLC v. NGL Energy Partners LP, 2023 WL 4102666 (Del. Super. June 20, 2023)
(the “Costs and Interest Opinion”).
2
provided services in connection with NGL’s 2014 acquisition of TransMontaigne
Inc. (the “Transaction”), the parties failed to agree to payment terms. LCT filed suit
in 2015, alleging four claims: (i) fraud, (ii) breach of contract, (iii) unjust
enrichment, and (iv) quantum meruit.
Following the Superior Court’s grant of summary judgment on the breach-of-
contract and unjust-enrichment claims in favor of NGL, the court held a jury trial in
July 2018. The jury awarded LCT $4 million for the quantum meruit claim and $29
million for the fraud claim. Post-trial briefing ensued. The Superior Court set aside
the awards, ordering a new trial on damages. The parties then filed interlocutory
appeals.
We accepted the appeals and, in a 2021 opinion, reversed in part and affirmed
in part. We held, among other things, that the court abused its discretion in ordering
a new trial on the fraud claim because, under its unitary theory of damages at trial,
LCT did not provide independent support for the claim.3 But we affirmed the court’s
decision to order a new trial solely on damages under LCT’s quantum meruit theory.4
On remand, the parties disagreed as to how to measure quantum meruit
damages, which resulted in each moving in limine to block portions of the other
3
LCT Capital, LLC v. NGL Energy Partners LP, 249 A.3d 77, 98 (Del. 2021).
4
Id. at 101.
3
side’s evidence, including expert testimony.5 In a December 2022 opinion, the
Superior Court granted in part and denied in part these motions (“December
Opinion”).6 In a follow-up order issued by a judge who was newly assigned to the
case, the Superior Court revisited the December Opinion, making adjustments that
permitted certain evidence to be presented at trial (“January Order”).7
After hearing evidence over the course of several days in February 2023, the
jury rendered a $36 million verdict in LCT’s favor.8 The court entered judgment
against NGL in the amount of this award, plus $19,945,726.02 in prejudgment
interest, together with post-judgment interest at the legal rate of 9.75%, which
translates to $9,616.44 per diem.9 The court calculated the post-judgment interest
amount by applying the 9.75% interest rate solely to the $36 million award—that is,
the court did not calculate post-judgment interest on the sum of the $36 million
award and the $19,945,726.02 prejudgment interest.10
Although NGL’s notice of appeal listed several written decisions and bench
rulings for review,11 NGL focuses largely on the January Order, raising two
5
See generally LCT Capital, LLC v. NGL Energy Partners LP, 2022 WL 17851423 (Del. Super.
Dec. 22, 2022).
6
Id. at *16.
7
See LCT Capital, LLC v. NGL Energy Partners LP, 2023 WL 1115628, at *2–4 (Del. Super. Jan.
30, 2023).
8
App. to Opening Br. at A7–8 (D.I. 626), A1085.
9
Costs and Interest Opinion at *1–2.
10
See id.11
App. to Opening Br. at A1089–90.
4
arguments.12 First, NGL claims that the Superior Court erred by admitting evidence
and arguments about “the value/benefit supposedly gained by NGL” in the
Transaction, asserting that such evidence is prejudicial and irrelevant to a quantum
meruit claim.13 Second, NGL argues that the Superior Court erred by admitting
evidence of benefit-of-the-bargain or expectancy damages when assessing the
quantum meruit value of LCT’s services.14 We review legal conclusions de novo,
and we review evidentiary rulings for an abuse of discretion.15
II
In the body of its opening brief, instead of identifying specific testimony and
exhibits that were improperly admitted at trial, NGL refers in sweeping terms to “a
flood of inadmissible testimony and documents through which LCT was permitted
to reframe the trial into a speculative exercise about how much value/benefit NGL
might ultimately have gained from the Transaction[.]”16 Then, in the brief’s
conclusion, NGL lists—without any meaningful discussion—ten exhibits and
twenty trial-testimony excerpts that it claims should have been excluded. Despite
this unorthodox framing of NGL’s evidentiary objections, we have reviewed the
cited exhibits and testimony; having done so, we affirm the Superior Court’s
12
See, e.g., Opening Br. at 18, 25, 32, 48.
13
See, e.g., id. at 16–23.
14
See id. at 29–49.
15
See XL Ins. Am., Inc. v. Noranda Aluminum Hldg. Corp., 239 A.3d 390, 399 (Del. 2020).
16
Opening Br. at 22.
5
evidentiary rulings on the basis of and for the reasons stated in the court’s January
Order. In so holding, we note further that the court’s jury instruction on the
appropriate measure of quantum meruit damages expressly warned the jury that
the value of LCT’s services under quantum meruit is not measured by
reference to any value created after NGL’s acquisition of
TransMontaigne. Instead, the standard for measuring the value of
LCT’s services under quantum meruit is the reasonable amount that
LCT’s services could have been purchased from someone in the
investment banking market at the time LCT provided them.17
We also reject NGL’s contention that the Superior Court incorrectly allowed
LCT to recover benefit-of-the bargain/expectancy damages. This argument runs
contrary to the Superior Court’s statement following the first trial in 2018 that
benefit-of-the bargain damages were not recoverable in this case,18 a conclusion we
affirmed in our 2021 opinion.19 And as quoted above, the jury in the trial from which
this appeal is taken was not instructed to award benefit-of-the-bargain damages.
17
App. to Appellee’s Answering Br. at B3728 (emphasis added).
18
LCT Capital, LLC v. NGL Energy Partners LP, 2019 WL 6896463, at *7 (Del. Super. Dec. 5,
2019).
19
LCT Capital, 249 A.3d at 96.
6
III
A
LCT raises two issues on cross-appeal. First, it contends that the Superior
Court erred by ordering post-judgment interest on the amount of the jury verdict and
not on a combination of the verdict plus accrued prejudgment interest. Second, if
we were to reverse the Superior Court’s judgment on the jury verdict, LCT argues
that we should also revive its breach-of-contract and unjust-enrichment claims,
which the Superior Court dismissed by way of summary judgment. Because we
reverse on the former argument but not the jury verdict, we need not address the
latter argument.
As to the first issue, LCT reads the authority for its post-judgment interest
request as grounded in 6 Del. C. § 2301(a) (“Section 2301(a)”),20 which LCT says
“applies equally to judgments in all Delaware courts.”21 To support this position,
LCT cites cases that suggest that the Superior Court can award such post-judgment
interest to preserve the full economic value of a judgment.22 NGL, though not
contesting the applicability of Section 2301(a), responds by citing a line of Delaware
20
In relevant part, 6 Del. C. § 2301(a) reads, “[e]xcept as otherwise provided in this Code, any
judgment entered on agreements governed by this subsection, whether the contract rate is
expressed or not, shall, from the date of the judgment, bear post-judgment interest of 5% over the
Federal Reserve discount rate including any surcharge thereon or the contract rate, whichever is
less.”
21
Appellee’s Opening Br. on Cross Appeal at 53.
22
Id. (citing Fortis Advisors, LLC v. Dematic Corp., 2023 WL 2967781, at *2 (Del. Super. Apr.
13, 2023) and Brandin v. Gottlieb, 2000 WL 1005954, at *30 (Del. Ch. July 13, 2000)).
7
cases disfavoring “compound interest” in the post-judgment interest context.23 NGL
further maintains that, even if the Superior Court had discretion to grant LCT’s
request, the court expressly declined to exercise it here.24
The Superior Court believed that it was bound by our precedents to exclude
prejudgment interest from the judgment on which post-judgment interest would
accrue. To do otherwise, in the court’s view, would be to award compound interest,
which “mandatory authority provides only the Court of Chancery . . . [may]
do . . . .”25 The court thus declined to award post-judgment interest on both the
damages verdict and the prejudgment interest. But—perhaps in recognition that
authority existed for doing otherwise—the court held “[a]lternatively, [that] if the
Court were to have the discretion to award compound interest, post-judgment, it
would nevertheless award simple interest in this case.”26
B
We are reluctant to accept the Superior Court’s characterization of LCT’s
preferred method of calculating post-judgment interest as compound interest. It is
true that, broadly defined, compound interest involves earning, or owing, interest on
23
Cross-Appellee’s Answering Br. at 40–41.
24
Id.25
Costs and Interest Opinion at *8. The court recognized, however, that other decisions of the
Superior Court have “assumed the discretion to . . . .[award compound post-judgment interest] in
special circumstances” and that “there may be excellent arguments and a trend, based upon
commercial expectations, to make compound interest the default.” Id.26
Id.8
previously accrued interest.27 But post-judgment interest accrues on a “judgment.”
Typically, the “judgment” in civil actions—as in this case—consists of the fact-
finder’s award of damages, the costs assessed by the court, and prejudgment interest.
Thus, it would be reasonable to assess interest on the entire amount of the judgment,
rather than on the amount of only one component of the judgment (the verdict or
damages award). Indeed, this method would be consistent with, though admittedly
not dictated by, our holding in Noranda Aluminum Holding Corp. v. XL Insurance
America, Inc.28 In that case, we held that post-judgment interest should be awarded
at the legal rate in effect on the date judgment is entered as opposed to the date on
which the underlying liability arose. We also noted that a judgment “often comprises
elements, such as costs and fees, that are not components of the underlying
liability[.]”29 The method also accords with a trend seen in “[s]everal recent
cases . . . [recognizing] that, subject to a court’s discretion to order otherwise, ‘a
party is [] entitled to post-judgment interest until the date of payment on an amount
27
See 44B Am. Jur. 2d Interest and Usury § 41 (2024) (“‘Compound interest’ means interest on
interest, in that accrued interest is added periodically to the principal, and interest is then computed
upon the new principal thus formed.”); 47 C.J.S. Interest and Usury § 2 (2024) (“Simple interest
is computed solely on the principal[,]” whereas “[c]ompound interest is interest on interest. It is
paid both on the principal and the previously accumulated interest. Accrued interest is added
periodically to the principal, and interest is computed upon the new principal thus formed.
Accrued interest is added to the principal sum and the whole is treated as a new principal for the
calculation of the interest for the next period.”) (citations omitted). LCT did not ask the Superior
Court to award compound interest in the traditional sense—that is, by periodically adding accrued
interest to the principal amount owed under the judgment. Nor is the Superior Court’s authority
to enter such an award before us now.
28
See generally Noranda Aluminum Hldg. Corp. v. XL Ins. Am., Inc., 269 A.3d 974 (Del. 2021).
29
Id. at 982.
9
that includes both the amount of the judgment and the amount of prejudgment
interest.’”30
Admittedly, the trend mentioned above is most visible in Court of Chancery
decisions31 and, as the Superior Court astutely observed here, has been traditionally
grounded in that court’s equitable powers.32 Meanwhile, the Superior Court has
adhered to an approach that views post-judgment interest on the prejudgment interest
component of a judgment as “compound interest”—a phenomenon purportedly
disfavored by this Court’s precedents.
Here the Superior Court discussed several Delaware Supreme Court cases as
informing its decision to deny LCT’s request, including Summa Corp. v. Trans
30
Fortis Advisors, 2023 WL 2967781, at *2 (citing several Court of Chancery opinions); see also
Skretvedt v. E.I. DuPont De Nemours, 372 F.3d 193, 217 (3d Cir. 2004) (observing that under a
statute similar to 6 Del. C. § 2301, “postjudgment interest should be calculated based upon the
underlying judgment and award of prejudgment interest.”).
31
See, e.g., Brandin, 2000 WL 1005954, at *30 (“post-judgment interest will be awarded to [the
plaintiff] on the full amount of the judgment, including that part comprised of pre-judgment
interest[.]”); Great Am. Opportunities, Inc. v. Cherrydale Funding, LLC, 2010 WL 338219, at *30
(Del. Ch. Jan. 29, 2010) (“I grant Great American pre-judgment interest on its compensatory
damages beginning on January 1, 2009, compounded quarterly, at the legal rate. Additionally, I
award post-judgment interest on the full amount of the judgment, including that part comprised of
prejudgment interest.”); Beard Rsch., Inc. v. Kates, 8 A.3d 573, 620–21 (Del. Ch. Apr. 23, 2010)
(“I award Plaintiffs post-judgment interest on the full amount of the judgment, including the part
comprised of prejudgment interest.”).
32
Costs and Interest Opinion at *8; see also Brown v. Ct. Square Cap. Mgmt., L. P., 2024 WL
1655418 (Del. Ch. Apr. 17, 2024) (noting that “for the last few decades, the Court of Chancery
has awarded compound interest as a matter of practice[] [but that] [t]he Superior Court,
meanwhile, has remained faithful to the historical approach.”).
10
World Airlines, Inc., Rehoboth Marketplace Associates v. State, and Stone & Co.,
Inc. v. Silverstein.33 We address them in turn.
To be sure, in Summa Corp., the Court characterized the calculation of interest
upon both the damages award and the prejudgment interest as “compounding
interest.”34 The Court noted, moreover, that “[t]he Delaware courts have
traditionally disfavored the practice of compounding interest[.]”35 We note,
however, that the sole case the Summa Corp. Court cited in its brief discussion of
the issue recognized that whether to award simple interest or compound interest is a
“discretionary judgment” and that, on this point, our courts are not bound “by an
inflexible rule of law to be automatically applied in every case.”36
Likewise, in a brief order, Rehoboth Marketplace addressed a landowner’s
argument that the installment payments of a condemnation award should be applied
first to accrued interest and then to principal. The Court observed that the landowner
was, in effect, seeking “simple interest on unpaid interest”—that is, compound
interest—which is “traditionally not favored in the law.”37 But the Court’s opinion
33
Costs and Interests Opinion at *7–9 (citing Summa Corp. v. Trans World Airlines, Inc., 540
A.2d 403 (Del. 1988); Stone & Co., Inc. v. Silverstein, No. 298, 1998 (Del. Apr. 1, 1999)
(ORDER); Rehoboth Marketplace Assocs. v. State, 625 A.2d 279, 1993 WL 191465 (Del. Apr.
26, 1993) (TABLE)).
34
Summa Corp., 540 A.2d at 410.
35
Id.
36
Francis I. duPont & Co. v. Universal City Studios, Inc., 343 A.2d 629, 635 n.*** (Del. Ch. July
21, 1975).
37
Rehoboth Marketplace, 1993 WL 191465, at *1.
11
did not then foreclose a trial court’s exercise of discretion to calculate post-judgment
interest on a damages award plus prejudgment interest, regardless of whether such a
calculation was labeled “compound interest” or otherwise.
Finally, this Court’s decision in an unpublished order in Silverstein did not
recognize a rigid rule prohibiting the accrual of post-judgment interest on the entire
amount of a judgment, including prejudgment interest. Similarly to Summa Corp.
and Rehoboth Marketplace, the Silverstein Court noted that “in the fixing of [post-
judgment] interest, an award of ‘interest on interest’ is the exception under settled
Delaware law.”38 But it allowed that the trial court could “deviate[] from the norm”
so long as it “rest[s] its holding on explicit grounds[.]”39 In short, our precedents do
not—as the Superior Court read them here—categorically prohibit the accrual of
post-judgment interest on the entire amount of a judgment, including prejudgment
interest.
This reading of our cases does not, however, discharge the task LCT has set
for us here. Though its argument is cursory,40 LCT’s position is that it is entitled to
post-judgment interest on the entire judgment, including prejudgment interest, not
38
Silverstein, No. 298, 1999, at *15.
39
Id.40
NGL’s reply is no less cursory. LCT devoted less than one page of its opening brief on cross-
appeal to the merits of this argument, while NGL’s merits discussion barely exceeded one page.
12
in the trial court’s discretion but as a matter of right under Section 2301(a). We
address that contention next.
C
The parties agree that LCT is entitled to post-judgment interest in accordance
with Section 2301(a). As noted, the relevant portion of that statute provides that
“any judgment . . . shall, from the date of the judgment, bear post-judgment interest
of 5% over the Federal Discount rate . . . .”41 Whether LCT’s position is correct and
in accordance with our law turns, in our view, not on whether it results in “compound
interest” but on whether an award of prejudgment interest is part of “the judgment”
that, under Section 2301(a), “shall . . . bear post-judgment interest.” We conclude
that it is.
We note preliminarily that the notion that prejudgment interest that accrues
between a court’s merits decision and its entry of a final judgment is part of that
judgment is not foreign to the trial courts in this State.42 We note further that a jury
41
6 Del. C. § 2301(a).
42
See supra note 31. See also, e.g., In re Southern Peru Copper Corp. S’holder Deriv. Litig., 2011
WL 6866900 (Del. Ch. Dec. 29, 2011) (including prejudgment interest “through . . . the date of
the Opinion” on the merits in the “Total Amount of the Judgment,” with post-judgment interest
accruing on the “Judgment.”); Fortis Advisors, LLC v. Dematic Corp., C.A. No. N18C-12-104, at
3 (Del. Super. May 3, 2023) (stipulation and amended final order and judgment awarding post-
judgment interest, “such amount having been calculated on the sum of the awarded principal,
prejudgment interest, and costs at 10% APR[.]”); Pro. Investigating & Consulting Agency, Inc. v.
Hewlett-Packard Co., 2015 WL 1417329, at *10–11 (Del. Super. Mar. 23, 2015) (“post-judgment
interest on the full amount of the judgment, which includes the part comprised of pre-judgment
interest, is left to the Court’s discretion . . . . The Court awards the following as costs and interests
13
verdict is not in and of itself a “final judgment” for appeal purposes.43 To the
contrary, a verdict does not immediately become part of a “final judgment,” which
is “generally defined as one that determines the controversy or defines the rights of
the parties and leaves nothing for future determination or consideration.”44 Thus,
so long as a trial court has not entered an award of prejudgment interest, the
aggrieved party has not yet secured a final judgment. This signals to us that a
prejudgment-interest award is part of the “judgment” in a civil action and, as such,
should be included in the amount that bears post-judgment interest under Section
2301(a).
This approach to the inclusion of prejudgment interest in a judgment upon
which post-judgment interest accrues finds ample support in the federal courts’
interpretation of 28 U.S.C. § 1961(a), a statute that is similar to Section 2301(a).
Section 1961(a) provides that “[i]nterest shall be allowed on any money judgment
in a civil case recovered in a district court.”45 Notably, this statute offers no more or
no less guidance on the question at hand than does Section 2301(a). Nevertheless,
when interpreting or discussing § 1961, numerous federal courts have held that
to PICA: . . . (6) pre-judgment interest on $100,000 beginning March 2010, $100,000 beginning
March 2011, and $100,000 beginning March 2012; and (7) post-judgment interest, calculated as
simple interest.”).
43
See Cahall v. Thomas, 889 A.2d 966, 967–68 (Del. 2005); Tyson Foods, Inc. v. Aetos Corp.,
809 A.2d 575, 579–80 (Del. 2002).
44
Tyson, 809 A.2d at 579 (emphasis added).
45
28 U.S.C. § 1961(a).
14
prejudgment interest is included as part of the “final judgment” on which post-
judgment interest accrues.46 In Caffey v. Unum Life Insurance Co., for example, the
United States Circuit Court of Appeals for the Sixth Circuit concluded:
46
See Caffey v. Unum Life Ins. Co., 302 F.3d 576, 586 (6th Cir. 2002) (citing § 1961 in the same
passage as holding “that Plaintiff is entitled to postjudgment interest on the district court’s award
of prejudgment interest[.]”); Quesinberry v. Life Ins. Co. of N. Am., 987 F.2d 1017, 1031 (4th Cir.
1993) (“We believe that awarding post-judgment interest on the entire amount the court awarded
[the plaintiff], including pre-judgment interest, most closely comports with the purpose of post-
judgment interest articulated by the Supreme Court. The pre-judgment interest [the plaintiff]
received was simply a portion of his judgment for damages. Under § 1961, post-judgment interest
should be awarded on the entire amount of the judgment.”); Ins. Co. of N. Am. v. Lexow, 937 F.2d
569, 572 n.4 (11th Cir. 1991) (“Post-judgment interest can hardly be considered part of an award
for compensation on a claim . . . post-judgment interest serves to reimburse the claimant for not
having received the money in hand on that day. This is effectuated by the federal statute providing
interest on all federal court judgments. 28 U.S.C. § 1961. This is to be distinguished from pre-
judgment interest, which forms part of the actual amount of a judgment on a claim.”); Skretvedt,
372 F.3d at 216–17 (3d Cir.) (discussing § 1961 and holding that “postjudgment interest should
be calculated based upon the underlying judgment and award of prejudgment interest.”); Air
Separation, Inc. v. Underwriters at Lloyd’s of London, 45 F.3d 288, 291 (9th Cir. 1995) (“we hold
that postjudgment interest under 28 U.S.C. § 1961 applies to the prejudgment interest component
of a monetary award.”); Bancamerica Com. Corp. v. Mosher Steel of Kan, Inc., 103 F.3d 80, 81–
82 (10th Cir. 1996) (discussing § 1961 and then concluding that “the monetary award upon which
postjudgment interest should accrue is the entire award granted by the district court, including the
forthcoming award of prejudgment interest.”); John Hancock Life Ins. Co. v. Abbott Laboratories,
863 F.3d 23, 50 (1st Cir. 2017) (citing § 1961 and holding that an award that was not appealed and
thus remained in effect must be, if left unsatisfied, “incorporated in the amended judgment,
together with prejudgment interest to the date of the original judgment (as previously calculated
by the district court.) Postjudgment interest shall continue to accrue on that portion of the
judgment from that date forward.”). An earlier case that did not cite or discuss § 1961 nevertheless
held that the full judgment included pre-judgment interest. See Hellenic Lines Ltd. v. Gulf Oil
Corp., 359 F.2d 403, 404 (2d Cir. 1966) (“The appellant complaints [sic] that the trial court, in
granting Gulf interest on the judgment of March 30, 1964, erroneously awarded interest on interest.
That judgment consisted of the principal amount due by Hellenic for oil, interest on that sum to
March 30, 1964, and costs . . . . The trial court was correct in awarding interest as it did.”). See
also Newman v. Ford Motor Co., 975 S.W.2d 147, 155 (Mo. 1998) (including prejudgment interest
as part of “the amount of the judgment”). But cf. Sidya v. World Telecom Exch. Commc’ns, LLC,
870 S.E.2d 199, 209–210, 209 n.8 (Va. 2022) (excluding punitive damages and treble damages
from outside the scope of a statutory grant of post-judgment interest because “recoveries that are
noncompensatory in nature and those that, while compensating a litigant in the broadest sense, do
not remedy an actual harm sustained by the litigant.”).
15
that Plaintiff is entitled to postjudgment interest on the district court’s
award of prejudgment interest . . . . A number of courts have held that
postjudgment interest should be awarded on the entire amount of the
judgment, including any prejudgment interest. We agree with this
approach. As the Supreme Court has explained, ‘[t]he purpose of
postjudgment interest is to compensate the successful plaintiff for being
deprived of compensation for the loss from the time between the
ascertainment of the damage and the payment by the defendant.’
Prejudgment interest is part of the underlying damage award; and
‘[u]nder § 1961, postjudgment interest should be awarded on the entire
amount of the judgment.’47
Citing a policy reason that seeks to preserve the full value of the award and
incentivize prompt payment of judgment, the Sixth Circuit observed further
that:
failure to award postjudgment interest on the prejudgment interest
element of the damages award would require the plaintiff to bear the
cost of the lost time value of her award resulting from the defendant’s
delay in remitting payment. Defendants would have a strong incentive
to delay payment of prejudgment interest as long as possible, since they
would be able to enjoy the benefit of continued use of the funds during
any period of delay, and would bear a lesser financial burden once
payment was ultimately made.48
We find the weight of federal authority persuasive. Moreover, it comports
with our reading of Section 2301(a). Including prejudgment interest in the judgment
that will bear post-judgment interest is consistent with the structure of Section
47
Caffey, 302 F.3d at 586 (citations omitted).
48
Id. (citations omitted). The Court of Chancery has echoed this rationale. See Brandin, WL
1005954, at *30 (“Without an award of post-judgment interest on the full award, the obvious
purpose of awarding pre-judgment interest—to ensure that [the prevailing party] is fully
compensated for the loss of the time value of her money—would be undercut. Simply by delaying
the payment of the final judgment, [the non-prevailing party] could chip away at the real value of
[the prevailing party’s] recovery and diminish his obligations to her.”).
16
2301(a), which calls for post-judgment interest to accrue “from the date of the
judgment,” not from the date of the verdict or damages award. On the date of the
judgment, the judgment debtor’s obligation is a sum certain that includes the amount
of the award plus prejudgment interest and, in some cases, fees and costs. To
decouple prejudgment interest from the other components of a judgment would, in
our view, discourage judgment debtors from promptly paying the full measure of
their adjudicated obligations. For these reasons, we hold that prejudgment interest
is part of the judgment upon which post-judgment interest accrues under Section
2301(a).
IV
We affirm the Superior Court’s entry of judgment in LCT’s favor but reverse
its decision to exclude prejudgment interest from the judgment on which post-
judgment interest is to accrue. The case is remanded to the Superior Court for entry
of judgment consistent with this opinion. Jurisdiction is not retained.
17