CCSB Financial Corp. v. Deann M. Totta

IN THE SUPREME COURT OF THE STATE OF DELAWARE
CCSB FINANCIAL CORP., §
§ No. 289, 2022
Defendant Below, §
Appellant, § Court Below: Court of Chancery
§ of the State of Delaware
v. §
§ C.A. No. 2021-0173
DEANN M. TOTTA, LAURIE §
MORRISSEY, CHASE WATSON, §
and PARK G.P., INC., §
§
Plaintiffs Below, §
Appellees. §
Submitted: August 26, 2022
Decided: September 12, 2022
Before SEITZ, Chief Justice; VALIHURA and TRAYNOR, Justices.
ORDER
After consideration of the notice to show cause and the appellant’s response,
it appears to the Court that:
(1) In this action concerning a contested election of directors of defendant-
appellant CCSB Financial Corp., the Court of Chancery held in a post-trial
memorandum opinion that the nominees of plaintiff-appellee Park G.P., Inc. won
the election and were directors. On July 18, 2022, the Court of Chancery entered an
“Order and Judgment with Respect to the 2021 Annual CCSB Financial Corp.
Stockholders Meeting” (the “Order and Judgment”) implementing that decision.
The Order and Judgment provided that the Court of Chancery “reserves jurisdiction
in this action to consider an application for attorneys’ fees and expenses by Plaintiffs
for prevailing in this action and conferring a corporate benefit on CCSB and its
stockholders.”
(2) On August 16, 2022, CCSB filed a notice of appeal from the post-trial
opinion and the Order and Judgment. Upon the filing of the notice of appeal, the
Senior Court Clerk issued a notice directing CCSB to show cause why the appeal
should not be dismissed for failure to comply with Supreme Court Rule 42 when
taking an appeal from an apparent interlocutory order. After this Court’s issuance
of the notice to show cause, CCSB sought leave from the Court of Chancery to file
an untimely application for certification of interlocutory appeal or, in the alternative,
asked the Court of Chancery to clarify whether it intended the Order and Judgment
to be final or to enter a partial final judgment under Court of Chancery Rule 54(b).
The Court of Chancery denied the requested relief on September 7, 2022. On August
24, 2022, the plaintiffs-appellees filed a fee application, which remains pending in
the Court of Chancery.
(3) In response to the notice to show cause, CCSB acknowledges that this
Court has held that a judgment is not final and appealable when an application for
attorneys’ fees remains outstanding in the trial court. But CCSB argues that the
Order and Judgment is final and appealable because the appellees had not filed a fee
application when CCSB filed this appeal.
2
(4) Absent compliance with Supreme Court Rule 42, the appellate
jurisdiction of this Court is limited to the review of final orders.1 “The mere titling
of an order as a ‘Final Order and Judgment’ is not dispositive of its finality for
purposes of appeal.”2 Rather, “[a]n order is deemed final and appealable if the trial
court has declared its intention that the order be the court’s final act in disposing of
all justiciable matters within its jurisdiction.”3 In the Order and Judgment, the Court
of Chancery reserved jurisdiction to consider an application for attorneys’ fees.
Thus, “[c]learly, the Court of Chancery did not intend the [Order and Judgment] to
be its final act in the case.”4 The Order and Judgment is therefore interlocutory, and
this appeal must be dismissed.5
NOW, THEREFORE, IT IS ORDERED that this appeal is hereby
DISMISSED.
BY THE COURT:
/s/ Collins J. Seitz, Jr.
Chief Justice
1
Salzberg v. Sciabacucchi, 2019 WL 549039 (Del. Feb. 12, 2019).
2
Gaffin v. Teledyne, Inc., 1991 WL 181488 (Del. Aug. 23, 1991).
3
Wollner v. PearPop, Inc., 2022 WL 2903103, at *1 (Del. July 21, 2022); see also Gaffin, 1991
WL 181488, at *1 (“An order is final and ripe for appeal when the trial court has clearly declared
its intention that the order be the court’s final act in a case.” (internal quotations omitted)).
4
Gaffin, 1991 WL 181488, at *1.
5
See id. (dismissing appeal as interlocutory where the Court of Chancery, in a “Final Order and
Judgment,” “reserved jurisdiction with respect to attorneys’ fees, litigation expenses, and
administration of the distribution of funds to class members”).
3