Twitter, Inc. v. 1 Oak Private Equity

IN THE SUPREME COURT OF THE STATE OF DELAWARE
TWITTER, INC., a Delaware corporation, §
§
Defendant Below- § No. 684, 2015
Appellant, §
§
v. §
§
1 OAK PRIVATE EQUITY VENTURE § Court Below—Superior Court
CAPITAL LIMITED, a Cayman Islands § of the State of Delaware
exempt limited company for itself and as §
manager for and on behalf of BLUEBIRD § C.A. No. N14C-10-186
ACCESS 1 LP, a Cayman Islands exempt §
limited partnership, in their own rights and §
as successors-in-interest to 1 Oak Group §
Limited, a Cayman Islands exempt limited §
company, 1 Oak Financial Group Limited, §
a Cayman Islands exempt limited §
company, and 1 OAK New Digital Age §
(NDA) TOP Fund, a segregated portfolio §
of JP SPC5, a Cayman Islands segregated §
portfolio company, §
§
Plaintiffs Below- §
Appellees. §
§
Submitted: December 21, 2015
Decided: January 5, 2016
Before STRINE, Chief Justice; VAUGHN, and SEITZ, Justices.
ORDER
This 5th day of January, 2016, it appears to the Court that:
(1) The defendant-appellant, Twitter, Inc., has petitioned this Court under
Supreme Court Rule 42 to accept an appeal from an interlocutory opinion of the
Superior Court dated November 20, 2015 (“the Opinion”). The Opinion denied
Twitter’s motion to dismiss the plaintiffs-appellees’ complaint for failure to state a
claim under Rule 12(b)(6) of the Superior Court Rules of Civil Procedure or,
alternatively, for forum non conveniens. The Opinion determined that the plaintiffs
had pled sufficient facts to survive dismissal of their claims. The Opinion also
concluded that the complaint should not be dismissed for forum non conveniens
because Twitter’s incorporation in Delaware had a rational connection to the cause
of action, which arose from two separate alleged contracts between the parties.
The Opinion held that it was reasonably conceivable that Twitter had voluntarily
entered into one of the contracts at the heart of the plaintiffs’ complaint, and that
contract contained a Delaware forum selection clause and choice of law provision.
(2) Twitter filed its application for certification to take an interlocutory
appeal in the Superior Court on November 30, 2015. The plaintiffs filed their
response on December 10, 2015. On December 17, 2015, the Superior Court
denied the certification application. Applying the standards for certification set
forth in Rule 42, the Superior Court concluded that, while the Opinion decided a
substantial issue of material importance, interlocutory review would not serve
considerations of justice because the Opinion applied well-settled principles of
Delaware law and did not raise a novel or exceptional issue that warranted
2
disrupting the normal process of litigation. In short, the trial court found that the
benefits of interlocutory review did not outweigh the probable costs.1
(3) Applications for interlocutory review are addressed to the sound
discretion of this Court. In the exercise of its discretion, the Court has concluded
that the application for interlocutory review should be refused. We agree with the
Superior Court that the likely benefits of interlocutory review do not outweigh the
probable costs in this case, such that interlocutory review is in the interests of
justice.
NOW, THEREFORE, IT IS HEREBY ORDERED that the within
interlocutory appeal is REFUSED.
BY THE COURT:
/s/ Collins J. Seitz, Jr.
Justice
1
Del. Supr. Ct. R. 42(b) (2015).
2