3850 & 3860 Colonial Blvd., LLC

IN THE SUPREME COURT OF THE STATE OF DELAWARE
3850 & 3860 COLONIAL BLVD., LLC, §
§
Plaintiff Below- § No. 124, 2015
Appellant, §
§
v. § Court Below: Court of Chancery
§ of the State of Delaware,
CHRISTOPHER E. GRIFFIN and § C.A. No. 9575-VCN
RUBICON MEDIA, INC., §
§
Defendants Below- §
Appellees. §
Submitted: March 30, 2015
Decided: May 1, 2015
Before STRINE, Chief Justice; HOLLAND and VAUGHN, Justices.
ORDER
This 1st day of May 2015, it appears to the Court that:
(1) The plaintiff-appellant, 3850 & 3860 Colonial Blvd., LLC
(“Colonial”), has petitioned this Court, under Supreme Court Rule 42, to accept an
appeal from an interlocutory letter opinion and order of the Court of Chancery
dated February 26, 2015 (“Letter Opinion”). The Letter Opinion stayed Colonial’s
breach of fiduciary duty action pending arbitration, in accordance with an
arbitration provision in the limited liability company agreement of its predecessor
entity, Rubicon Media LLC (“the LLC”). The Letter Opinion noted that, although
the LLC’s sole director Christopher Griffin had later converted the LLC into a
corporation, Colonial’s fiduciary duty claims arose from a transaction entered into
by the LLC.
(2) Colonial filed its application for certification to take an interlocutory
appeal in the Court of Chancery on March 9, 2015. The Court of Chancery denied
the certification application on March 30, 2015. In denying certification, the Court
of Chancery noted that although the facts of the case are unusual, the Letter
Opinion, which stayed Colonial’s action to allow the arbitration forum to resolve
the question of who should decide the dispute, did not go to the actual merits of
any claims and applied well-settled law. The case thus did not present
extraordinary or exceptional circumstances to warrant certification of an
interlocutory appeal.
(3) We agree with the Vice Chancellor’s rationale. Applications for
interlocutory review are addressed to the sound discretion of this Court. In the
exercise of its discretion, this Court has concluded, for the reasons stated by the
Court of Chancery, that the application for interlocutory review does not meet the
requirements of Supreme Court Rule 42(b) and should be refused.
NOW, THEREFORE, IT IS HEREBY ORDERED that the within
interlocutory appeal is REFUSED.
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BY THE COURT:
/s/ Leo E. Strine, Jr.
Chief Justice
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