ALLTRISTA PLASTICS LLC d/b/a JARDEN PLASTIC SOLUTIONS, Plaintiff Below, Appellant,
ROCKLINE INDUSTRIES, INC., Defendant Below, Appellee.
Submitted: February 24, 2017
Below-Superior Court of the State of Delaware C.A. No.
STRINE, Chief Justice; VALIHURA and SEITZ, Justices.
Collins J. Seitz, Jr. Justice.
12th day of April 2017, having considered the
appellant's notice and supplemental notice of appeal from
interlocutory order under Supreme Court Rule 42, it appears
to the Court that:
appellant, Alltrista Plastics LLC d/b/a Jarden Plastic
Solutions ("Jarden"), has filed a notice seeking to
appeal an interlocutory order of the Superior Court in a
breach of contract action. By order dated February 24, 2017,
the Superior Court denied Jarden's application for
background of this matter is as follows. In 2010, Jarden and
the appellee, Rockline Industries, Inc.
("Rockline"), entered into a Supply Agreement under
which Jarden was to develop and supply plastic containers to
Rockline. If the containers could be successfully developed,
Rockline was to purchase thirteen million containers annually
for three consecutive years. The Supply Agreement included a
provision that Rockline could terminate the Supply Agreement
without cause and that, in the event of such termination,
Rockline would pay a termination fee. The Supply Agreement
had another provision, which stated that the termination fee
was not a penalty and would serve as liquidated damages for
Rockline's breach of the Agreement.
2012, Jarden sent a demand letter claiming that it had met
all of its obligations under the Supply Agreement and that
Rockline was obligated to finish paying for a custom designed
tool and to pay for the first annual installment of
containers. When Rockline rejected the demand, claiming that
Jarden had not produced acceptable containers, Jarden filed
suit against Rockline, and Rockline sent a letter formally
terminating the Supply Agreement with cause.
Jarden's Superior Court complaint alleged that Rockline
breached the Supply Agreement by failing to pay the balance
on the custom designed tool; failing to order the annual
minimum amount of containers; and failing to pay the
termination fee. During discovery, Jarden's damages
expert proffered three alternative theories of Jarden's
damages: lost gross revenue; lost profit; and a combination
of lost gross revenue and the termination fee.
November 2015, Rockline moved for partial summary judgment on
the issue of damages, arguing, in relevant part, that the
Supply Agreement's termination fee served as a liquidated
damages provision and therefore established the parties'
agreement on the amount of damages Jarden could receive if it
prevailed on its suit. Jarden opposed the partial summary
judgment motion, arguing, in relevant part, that the
termination fee was never triggered because Rockline
purported to terminate the Supply Agreement with cause as
opposed to without cause. In an April 8, 2016 bench ruling,
the Superior Court denied the motion for partial summary
judgment after determining, in relevant part, that the
termination fee had not been triggered and therefore was not
October 2016, Rockline moved for reconsideration of the April
8 bench ruling and then for relief from that judgment under
Superior Court Civil Rule 60. Jarden opposed both motions.
The Superior Court held a teleconference on the motion for
reconsideration and a hearing on the motion for relief from
judgment. By letter opinion dated January 18, 2017, the
Superior Court vacated the April 8 bench ruling, in relevant
part, after determining that the terms of the Supply
Agreement provided that the termination fee should be treated
as liquidated damages for Rockline's alleged breach of
Jarden filed an application for certification of the January
18 interlocutory order. Rockline opposed the application. By
order dated February 24, 2017, the Superior Court denied the
application after finding that the January 18 order did not,
as Jarden suggested, decide a substantial issue of material
importance, determine a substantial right that related to the
merits of the case, or involve a novel question of law
resolved for the first time in this State.
Applications for interlocutory review are addressed to the
sound discretion of the Court and are granted only in
exceptional circumstances where the interlocutory order has
decided a substantial issue of material importance that
merits appellate review before a final
judgment. In this case, the Court agrees with the
Superior Court's denial of Jarden's application for
certification of an interlocutory ...