STI Group Holdco, LLC v. William H. Anderson II

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
MORGAN T. ZURN LEONARD L. WILLIAMS JUSTICE CENTER
VICE CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734

December 17, 2025

R. Eric Hacker, Esquire Eric J. Juray, Esquire
Morris James LLP Pricket, Jones & Elliott, P.A.
3205 Avenue North Blvd., Suite 100 1310 North King Street
Wilmington, Delaware 19899 Wilmington, Delaware 19801

John D. Hendershot, Esquire
Richards, Layton & Finger, P.A.
920 North King Street
Wilmington, Delaware 19801

RE: STI Group Holdco, LLC, et al. v. William H. Anderson II, et al.,
Civil Action No. 2024-1273-MTZ

Dear Counsel:

Defendant Lester L. Cole has applied for certification of an interlocutory
appeal (the “Application”)1 from this Court’s November 21 oral ruling (the
“Ruling”).2 Defendants William H. Anderson II and his holding company
Southern Trust Corporation (“ST Corporation,” and together with Anderson,
“Sellers,” and together with Cole, “Defendants”) joined in the Application.3 The
Ruling denied Defendants’ motions to dismiss certain counts for lack of personal
jurisdiction, concluding this Court could exercise ancillary jurisdiction over them
as to those counts.4 I do not believe the Ruling clears the significant hurdles it
must to disrupt this action with an interlocutory appeal. For the reasons below, I
deny Cole’s Application.

1
Docket Item (“D.I.”) 72 [hereinafter “App.”].
2
D.I. 75 [hereinafter “Tr.”].
3
D.I. 73.
4
Tr. 6–12.
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I. BACKGROUND

The plaintiffs allege Defendants fraudulently induced an acquisition to cover
up and exit from a pervasive fraudulent scheme. Plaintiffs Southern Trust
Insurance Company (“STIC”) and Southern Specialty Underwriters LLC (“SSU,”
and together with STIC, the “Acquired Companies”) are Georgia insurance
companies. Sellers owned the Acquired Companies before the acquisition. Cole
was the Acquired Companies’ President and CEO.

On June 22, 2023, plaintiffs STI Group Holdco, LLC (“STI Holdco”) and
STI Group, Inc. (“STI,” and together with STI Holdco, “Buyers,” and together
with the Acquired Companies, “Plaintiffs”) bought the Acquired Companies for
$33.2 million pursuant to a Share and Interest Purchase Agreement (the “PSA”).5
As they were free to do, the parties contracted to include a Delaware forum
selection clause in the PSA. Section 12.9 of the PSA provides that Delaware state
or federal courts “will have exclusive jurisdiction to hear and determine any claims
or disputes between the parties pertaining to [the] agreement or to any matter
arising out of or relating to [the] agreement.”6 So when years of alleged fraud and
mismanagement at the Acquired Companies came to light, Plaintiffs turned to this
Court.

Plaintiffs filed the operative complaint on March 31, 2025, asserting fifteen
counts.7 The claims relevant to Cole’s Application fall into three buckets: fraud,
contract, and breach of fiduciary duty. The fraud and contract claims assert the
PSA falsely represented the Acquired Companies’ financial position and the
absence of related party transactions. The fraud claims allege Defendants made
material misrepresentations concerning the Acquired Companies’ financials to
induce Buyers into buying the Acquired Companies, while the contract claims
allege Defendants breached various provisions of the PSA. And the fiduciary
claims allege that leading up to the acquisition, Defendants mismanaged the
Acquired Companies and concealed the effects of their mismanagement on the
Acquired Companies’ financials.

5
D.I. 72 Ex. B [hereinafter “PSA”].
6
PSA § 12.9.
7
D.I. 22; D.I. 72 Ex. C.
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Cole conceded the PSA’s forum selection clause permits this Court to
exercise personal jurisdiction over him for the fraud and contract claims.8 But he
moved to dismiss the fiduciary claims for lack of personal jurisdiction. 9 My
November 21 Ruling denied that motion, concluding the Court could exercise
ancillary jurisdiction over him as to those claims.10 The Ruling followed Cantor
Fitzgerald, L.P. v. Chandler and subsequent Court of Chancery precedent holding
that “once a valid claim has been brought and personal jurisdiction established
over a party defending a proper claim,” Delaware courts may, in their discretion,
exercise ancillary jurisdiction over that party “where the subject matter of the
claim is ‘sufficiently related’” to the anchor claim.11 The Ruling applied the settled
principle that “[w]here a defendant has not contested the court’s jurisdiction over
some claims, ‘it is not necessary to engage in a comprehensive personal
jurisdiction review “from scratch.”’”12 Instead, Delaware courts should consider
whether the exercise of ancillary jurisdiction would unfairly prejudice the
defendants substantively or procedurally, the relationship between the claims,
Delaware’s interest in adjudicating the claim, and comity.13

The Ruling concluded Cole had “not assert[ed] any undue prejudice” from
litigating the fiduciary claims alongside the fraud and contract claims in this
Court.14 It concluded all those claims brought against Cole share a common

8
See D.I. 35 at 11–12 (conceding this Court has personal jurisdiction over Cole for
“Counts I, III–VI, and XIV”).
9
D.I. 24; D.I. 35.
10
Tr. at 9–12.
11
Id. at 9 (quoting 1999 WL 1022065, at *4 (Del. Ch. Oct. 14, 1999), which quotes
Technicorp Int’l II v. Johnston, 1997 WL 538671, at *20 (Del. Ch. Aug. 25, 1997)); see
also Cap. Grp. Cos., Inc. v. Armour, 2004 WL 2521295, at *4 (Del. Ch. Oct. 29, 2004);
Ruggiero v. FuturaGene, plc., 948 A.2d 1124, 1138–39 (Del. Ch. 2008); Jung v. El
Tinieblo Int’l, Inc., 2022 WL 16557663, at *12 (Del. Ch. Oct. 31, 2022).
12
Jung, 2022 WL 16557663, at *12 (quoting Cap. Grp., 2004 WL 2521295, at *4, which
quotes Cantor Fitzgerald, 1999 WL 1022065, at *4).
13
Cantor Fitzgerald, 1999 WL 1022065, at *4; Cap. Grp., 2004 WL 2521295, at *4–5;
Jung, 2022 WL 16557663, at *12; Ruggiero, 948 A.2d at 1138–39.
14
Tr. at 10.
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nucleus of operative fact: “the sale of a company driven by [D]efendants’ pre-
[a]cquisition misconduct.”15 The Ruling observed that resolving the fraud and
contract claims would “depend on a number of the same facts” required to resolve
the fiduciary claims.16 As to Delaware’s interest in adjudicating the fiduciary
claims, the Ruling concluded the exercise of ancillary jurisdiction would promote
“the desire of our courts to achieve judicial economy and avoid duplicative efforts
among courts in resolving disputes.”17 Finally, the Ruling noted the absence of
overriding comity concerns. It reached that conclusion after considering the
parties’ joint motion to stay a parallel action in Georgia, and that Georgia’s
insurance authorities were aware of this action.18
On December 1, Cole filed his Application seeking certification of
interlocutory appeal of the Ruling.19 Sellers joined in the Application.20 Plaintiffs’
timely opposition followed on December 11.21

II. ANALYSIS
Interlocutory appeals are “exceptional, not routine,” and “generally not
favored.”22 “Applications for interlocutory appeals are addressed to the sound
discretion of this Court and are accepted only in extraordinary circumstances,”23 as
15
Id.
16
Id. (quoting Canadian Com. Workers Indus. Pension Plan v. Alden, 2006 WL 456786,
at *12 (Del. Ch. Feb. 22, 2006)).
17
Tr. at 11 (quoting Cantor Fitzgerald, 1999 WL 1022065, at *4).
18
Tr. at 11.
19
App.
20
D.I. 73.
21
D.I. 78.
22
Supr. Ct. R. 42(b)(ii); Supr. Ct. R. 42 cmt.
23
Robino-Bay Ct. Plaza, LLC v. W. Willow-Bay Ct., LLC, 941 A.2d 1019, 2007 WL
4463593, at *1 (Del. 2007) (TABLE). Though this decision referred to the Supreme
Court in its use of “this Court,” trial courts exercise that same discretion in
recommending whether interlocutory appeals should be certified. See Supr. Ct. R.
42(b)(iii).
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“they disrupt the normal procession of litigation, cause delay, and can threaten to
exhaust scarce party and judicial resources.”24 “So a Rule 42 application cannot be
certified unless it clears two ‘rigorous’ hurdles”25: (1) the order must have
“decide[d] a substantial issue of material importance that merits appellate review
before a final judgment”;26 and (2) there must be “substantial benefits” to granting
the application that “will outweigh the certain costs that accompany an
interlocutory appeal.”27

When deciding whether to certify such an appeal, the Court should consider
whether:
(A) The interlocutory order involves a question of law resolved for the
first time in this State; (B) The decisions of the trial courts are
conflicting upon the question of law; (C) The question of law relates
to the constitutionality, construction, or application of a statute of this
State, which has not been, but should be, settled by this Court in
advance of an appeal from a final order; (D) The interlocutory order
has sustained the controverted jurisdiction of the trial court; (E) The
interlocutory order has reversed or set aside a prior decision of the
trial court, a jury, or an administrative agency from which an appeal
was taken to the trial court which had decided a significant issue and a
review of the interlocutory order may terminate the litigation,
substantially reduce further litigation, or otherwise serve
considerations of justice; (F) The interlocutory order has vacated or
opened a judgment of the trial court; (G) Review of the interlocutory

24
Supr. Ct. R. 42(b)(ii).
25
Elutions Cap. Ventures S.A.R.L. v. Betts, 2022 WL 17075692, at *3 (Del. Ch. Nov. 18,
2022) (quoting TowerHill Wealth Mgmt., LLC v. Bander Fam. P’ship, L.P., 2008 WL
4615865, at *2 (Del. Ch. Oct. 9, 2008), appeal refused, 962 A.2d 256 (Del. 2008)
(TABLE)), appeal refused, 289 A.3d 1274 (Del. Jan. 12, 2023) (TABLE).
26
Supr. Ct. R. 42(b)(i).
27
Id. 42(b)(ii).
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order may terminate the litigation; or (H) Review of the interlocutory
order may serve considerations of justice.28

Once the Court considers these factors and conducts its “own assessment of the
most efficient and just schedule to resolve the case,” the Court must then consider
whether the likely benefits of interlocutory review outweigh the likely costs. 29 “If
the balance is uncertain, the trial court should refuse to certify the interlocutory
appeal.”30

A. The Ruling Did Not Decide A Substantial Issue Of Material
Importance.
The Ruling denying Cole’s motion to dismiss does not present a “substantial
issue of material importance that merits appellate review before final judgment.”31
“The ‘substantial issue’ requirement is met when an interlocutory order decides a
main question of law which relates to the merits of the case, and not to collateral
matters.”32 The trial court’s determination must decide a legal right, “meaning an
issue essential to the positions of the parties regarding the merits of the case.”33

28
Id. 42(b)(iii) (formatting altered).
29
Id.
30
Id.
31
Id. 42(b)(i).
32
Sprint Nextel Corp. v. iPCS, Inc., 2008 WL 2861717, at *1 (Del. Ch. July 22, 2008),
appeal refused, 956 A.2d 31 (Del. 2008) (TABLE); accord Donald J. Wolfe, Jr. &
Michael A. Pittenger, Corporate and Commercial Practice in the Delaware Court of
Chancery § 18.04[d], at 18-16 (2d ed. 2024) (“Only a ruling by the Court of Chancery on
the merits of the controversy is likely to meet the requirements of Rule 42.”).
33
TowerHill Wealth Mgmt., 2008 WL 4615865, at *2 (citing Sprint Nextel Corp., 2008
WL 2861717, at *1); see also Pepsico, Inc. v. Pepsi-Cola Bottling Co. of Asbury Park,
261 A.2d 520, 521 (Del. 1969); Stewart v. Wilmington Tr. SP Servs., Inc., 2015 WL
1898002, at *3 (Del. Ch. Apr. 27, 2015) (“[A] decision at the pleadings stage, which
merely allows the case to proceed to trial, generally does not ‘establish a legal right’
between the parties.” (citing Levinson v. Conlon, 385 A.2d 717, 720 (Del. 1978))).
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An exercise of personal jurisdiction does not affect the merits of Plaintiffs’
claims against Cole.34 Nor does it “decide the underlying issue[s]” in the case.35
“The Supreme Court has recognized this by repeatedly holding that a denial of a
motion to dismiss for lack of personal jurisdiction does not establish a legal right
or determine a substantial issue.”36

Yet Cole broadly asserts “personal jurisdiction can involve a substantial
issue when a trial court exercises controverted jurisdiction in a manner not
considered by the Delaware Supreme Court,”37 pointing to Hazout v. Tsang Mun
Ting and Marion #2-Seaport Tr. v. Terramar Retail Ctrs., LLC.38 But those cases
are specific exceptions. Both involved unsettled legal issues in the construction
and application of Delaware’s jurisdictional statutes, and both were decided against
a backdrop of conflicting trial court authority.39 Those circumstances are absent

34
See Energy Transfer Equity, L.P. v. Twin City Fire Ins. Co., 2020 WL 6112299, at *3
(Del. Super. Oct. 16, 2020) (ORDER), appeal refused, 244 A.3d 682 (Del. 2020)
(TABLE).
35
Wilmington Med. Ctr., Inc. v. Coleman, 298 A.2d 320, 322 (Del. 1972).
36
TowerHill Wealth Mgmt., 2008 WL 4615865, at *2; see, e.g., Curran Composites, Inc.
v. Total Hldgs. USA, Inc., 984 A.2d 123, 2009 WL 4170395, at *1 (Del. 2009) (TABLE);
Jelin v. NRG Barriers, Inc., 682 A.2d 626, 1996 WL 442907, at *1 (Del. 1996)
(TABLE); Olivieri v. Aveta, Inc., 957 A.2d 2, 2008 WL 4216352, at *1 (Del. 2008)
(TABLE); Twin City Fire Ins. Co. v. Energy Transfer Equity, LP, 244 A.3d 682, 2020
WL 7861340, at *1–2 (Del. 2020) (TABLE); Hitachi Koki Co., Ltd. v. Cardona, 207
A.3d 1128, 2019 WL 1716054, at *1–2 (Del. 2019) (TABLE); Garcia v. Franchi, 285
A.3d 1205, 2022 WL 11121788, at *1–2 (Del. 2022) (TABLE); Tortuga Cas. Co. v. Nat’l
Union Fire Ins. Co. of Pittsburgh, 604 A.2d 419, 1991 WL 247813, at *1–2 (Del. 1991)
(TABLE).
37
App. ¶ 14.
38
Hazout v. Tsang Mun Ting, No. 353,2015 (Del. Aug. 6, 2015) (ORDER); Marion #2-
Seaport Tr. v. Terramar Retail Ctrs., LLC, No. 433,2017 (Del. Oct. 23, 2017) (ORDER).
39
See Hazout, No. 353,2015, at 5 (noting that “there are conflicting decisions on the
application of Section 3114 in the absence of breach of fiduciary duty claims”); Terramar
Retail Ctrs., LLC v. Marion #2-Seaport Tr., 2017 WL 4621232, at *3 (Del. Ch. Oct. 16,
2017) (ORDER) (noting that “[t]here are Court of Chancery decisions that can be read to
point in different directions on the question” certified for interlocutory appeal).
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here: the ancillary jurisdiction framework applied in the Ruling is neither novel nor
the subject of conflicting trial court decisions.40

Cole also broadly contends the Ruling created a substantial issue for
transactional planners. Cole warns the Ruling’s ancillary jurisdiction analysis will
render “carefully written jurisdictional clauses . . . pliable once a plaintiff pleads a
single conceivable contract-based claim.”41 That argument stretches the Ruling’s
fact-bound analysis into something it is not. Contrary to Cole’s characterization,
this Court did not exercise jurisdiction over Cole for the fiduciary claims simply
because Plaintiffs pled “a single conceivable contract-based claim,” or because
Cole was “already a defendant for other claims.”42 As settled precedent requires,
the Ruling concluded ancillary jurisdiction over the fiduciary claims was proper
only after considering their overlapping subject matter with claims he contracted to
have this Court hear, the absence of prejudice to Cole from litigating the fiduciary
claims in this Court, Delaware’s interest in judicial economy, and the absence of
overriding comity concerns.43
The Ruling denying Cole’s motion to dismiss for lack of personal
jurisdiction did not decide a substantial issue warranting interlocutory review
under Supreme Court Rule 42(b)(ii).

B. There Are Not “Substantial Benefits” To Granting The
Application.

While I may deny the Application on the substantial issue requirement

40
See Cantor Fitzgerald, 1999 WL 1022065, at *4; Cap. Grp., 2004 WL 2521295, at *4;
SPay, Inc. v. Stack Media Inc., 2021 WL 6053869, at *5 (Del. Ch. Dec. 21, 2021); Cont’l
Auto. Sys., Inc. v. Nokia Corp., 2023 WL 1370523, at *21–22 (Del. Ch. Jan. 31, 2023);
Neurvana Med., LLC v. Balt USA, LLC, 2020 WL 949917, at *9–11 (Del. Ch. Feb. 27,
2020); Jung, 2022 WL 16557663, at *12–13; Harris v. Harris, 289 A.3d 277, 297–98
(Del. Ch. 2023); Pacira BioSciences, Inc. v. Fortis Advisors LLC, 2021 WL 4949179, at
*22–23 (Del. Ch. Oct. 25, 2021); Ruggiero, 948 A.2d at 1138–39.
41
App. ¶ 17.
42
Id.
43
See Tr. at 10–12.
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alone, for completeness I also consider the factors set forth in Supreme Court Rule
42(b)(iii). These factors, with one exception, reinforce my recommendation
against certification. Cole explicitly addresses only Supreme Court Rule
42(b)(iii)(A), (B), (C), (D), and (H) as favoring the Application.44
Rule 42(b)(iii)(A). The Ruling did not resolve a question of law for the first
time in Delaware.45 Our law is clear that Delaware courts “may exercise [their]
discretion to litigate a claim for which personal jurisdiction would not otherwise
exist where the claim is brought along with other claims for which jurisdiction
does exist that are sufficiently related to that claim to warrant prosecution before a
single tribunal,” absent prejudice to the defendants.46 The Ruling followed that
settled doctrine. That the Supreme Court has not yet considered the Court of
Chancery precedent applied in the Ruling does not mean the Ruling resolved a
question of law for the first time. This factor weighs against certifying the
interlocutory appeal.
Rule 42(b)(iii)(B). Trial court decisions do not conflict on the substance of
the Ruling.47 Cole concedes “[t]rial court opinions on ancillary jurisdiction may
not directly conflict,”48 but suggests this factor supports certifying the interlocutory
appeal because “the doctrine has outgrown the cases originally applying it,”
including Cantor Fitzgerald.49 The starting point for personal jurisdiction here is a
Delaware forum selection clause.50 Cantor Fitzgerald’s fact-specific ancillary
jurisdiction analysis has remained stable: it asks whether the noncontractual claim

44
App. ¶¶ 18, 19, 23, 30, 31.
45
Supr. Ct. R. 42(b)(iii)(A).
46
Cap. Grp., 2004 WL 2521295, at *4; see also Cantor Fitzgerald, 1999 WL 1022065, at
*4; Jung, 2022 WL 16557663, at *12.
47
Supr. Ct. R. 42(b)(iii)(B).
48
App. ¶ 19.
49
Id.
50
Cantor Fitzgerald, 1999 WL 1022065, at *3 (“No one can dispute that the Partnership
Agreement’s forum selection clause gives this Court personal jurisdiction over the
defendants as a result of claims that the defendants breached the Partnership
Agreement.”).
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is sufficiently related, with a view toward judicial economy, the avoidance of
duplicative efforts, and the presence or absence of unfair prejudice.51 The Ruling
applied that framework and concluded the fiduciary claims are sufficiently related
to the anchor claims to warrant their adjudication before a single court, and that
litigating the fiduciary claims in this Court would not unduly prejudice Cole.52 In
my view, neither the Ruling nor Cantor Fitzgerald’s progeny have stretched
Cantor Fitzgerald’s boundaries, at all or in a way that conflicts with any trial court
authority.

Finally, Cole suggests the Ruling cannot be squared with my October 8
dismissal of three other defendants from this action for lack of personal
jurisdiction.53 But the two rulings are doctrinally consistent. There were no
statutory or contractual grounds to exercise personal jurisdiction over those
defendants, who were not signatories to the PSA.54 Ancillary jurisdiction over
them was not available.55

51
Id. at *4; see also id. at *5 (“In examining the claims as alleged, many of the same acts
and factual circumstances form the bases for both the breach of contract claims and the
tortious interference with a contract claim . . . . It is clear to me that maximum efficiency
in prosecuting these claims is best served by resolving the tortious interference claim in
this action, and that the defendants will suffer no unfair prejudice as a result.”); see, e.g.,
SPay, 2021 WL 6053869, at *5 (exercising ancillary jurisdiction over defendants for
independent claims “sufficiently related” to claims subject to a Delaware forum selection
clause); Cont’l Auto. Sys., 2023 WL 1370523, at *22 (same); Cap. Grp., 2004 WL
2521295, at *4–5 (same).
52
See Tr. 9–12.
53
App. ¶ 19 n.23.
54
See D.I. 70.
55
See Jung, 2022 WL 16557663, at *12 (noting ancillary jurisdiction is only available
“[w]here a defendant has not contested the court’s jurisdiction over some claims”);
Ruggiero, 948 A.2d at 1136 (“As already discussed, the court lacks personal jurisdiction
over the Individual Defendants for any claims whatsoever, rendering any theory of
ancillary or pendent jurisdiction inapposite.”); Pacira BioSciences, 2021 WL 4949179, at
*23 (declining to exercise ancillary jurisdiction where all viable anchor claims were
dismissed).
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This factor weighs against certifying the interlocutory appeal.

Rule 42(b)(iii)(C). The question of law does not relate to the
constitutionality, construction, or application of a statute of this State, which has
not been, but should be, settled by the Supreme Court in advance of an appeal from
a final order.56 Cole is before this Court not by statute, but “by dint of a
contractual arrangement”—the PSA’s forum selection clause.57

Still, Cole asserts the Ruling satisfies this factor because it raises a question
about the constitutionality of the ancillary jurisdiction doctrine where it is applied
without performing a minimum contacts analysis.58 Cole asserts the United States
District Court for the District of Delaware “rejected the argument . . . that ancillary
jurisdiction does not require a full due process analysis,” and urges the Delaware
Supreme Court to do the same.59 In Whirlpool Corp. v. Cabri, the District of
Delaware found it lacked personal jurisdiction over a defendant because the
ancillary claims were not sufficiently related to the anchor claims. 60 Along the
way, it quoted Capital Group in describing the “discretionary exercise of ancillary
jurisdiction” as “dependent on ‘the substantive due process rights of the parties’
remaining unaffected.”61

Whirlpool is consistent with Delaware law on ancillary jurisdiction. Cantor
Fitzgerald and Capital Group use the term “substantive due process” to refer to

56
Supr. Ct. R. 42(b)(iii)(C).
57
BAM Int’l, LLC v. MSBA Grp. Inc., 2021 WL 5905878, at *6 (Del. Ch. Dec. 14, 2021);
see Nat’l Indus. Grp. (Hldg.) v. Carlyle Inv. Mgmt. L.L.C., 67 A.3d 373, 381 (Del. 2013)
(“Where the parties to the forum selection clause have consented freely and knowingly to
the court’s exercise of jurisdiction, the clause is sufficient to confer personal jurisdiction
on a court.” (citing Nat’l Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311, 315–16 (1964));
accord Solae, LLC v. Hershey Can., Inc., 557 F. Supp. 2d 452, 456 (D. Del.
2008) (citing Res. Ventures, Inc. v. Res. Mgmt. Int’l, Inc., 42 F. Supp. 2d 423, 431 (D.
Del. 1999)).
58
App. ¶¶ 24, 26.
59
Id. ¶ 29.
60
2022 WL 1421126, at *17 (D. Del. May 5, 2022).
61
Id. (quoting Cap. Grp., 2004 WL 2521295, at *4).
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substantive prejudice.62 As Cantor Fitzgerald puts it, the ancillary jurisdiction
inquiry examines “whether the defendants would be substantively or unfairly
prejudiced by this Court’s exercise of jurisdiction.”63 Where the defendant does
not argue that ancillary jurisdiction “would adversely affect the substance of the[]
defense against [the subject] claim,”64 and where the defendant is already subject
to personal jurisdiction, the analysis is a practical balance of procedural unfairness
against judicial economy and efficiency; if the latter prevail, the exercise of
jurisdiction “comports with traditional notions of fair play and substantial
justice.”65

Cole consented to personal jurisdiction for some claims, and did not make
any substantive prejudice argument.66 So the constitutional inquiry boils down to a

62
Cantor Fitzgerald, 1999 WL 1022065, at *2, *4 (“The defendants do not challenge
personal jurisdiction by asserting deprivation of substantive due process rights.
Defendants do not argue that the adjudication of the tort claim in this Court would
adversely affect the substance of their defense . . . . Instead, they argue procedural
propriety. Since they, concededly, will not be substantively prejudiced, and have asserted
only a procedural argument, I must evaluate whether any procedural deficiency
outweighs the interests of judicial economy and efficiency of effort.”); Cap. Grp., 2004
WL 2521295, at *4.
63
Cantor Fitzgerald, 1999 WL 1022065, at *4.
64
Id.
65
Id. (internal quotation marks omitted); Cap. Grp., 2004 WL 2521295, at *4–5; Jung,
2022 WL 16557663, at *12; Pacira BioSciences, 2021 WL 4949179, at *22.
66
Neither Cole nor Sellers argued for dismissal on the grounds that the exercise of
ancillary jurisdiction would substantively prejudice them. Cole devoted one paragraph to
explaining broadly that “[c]ourts are chary about exercising ancillary jurisdiction to a
forum-selection clause because the court is effectively rewriting the clause,” and that
Plaintiffs failed to address minimum contacts. See D.I. 57 at 7. Sellers likewise devoted
one paragraph to explaining broadly that “Plaintiffs’ position on the prejudice of ancillary
jurisdiction has no intelligible limiting principle.” See D.I. 58 at 14–15. I read those
arguments as doctrinal concerns, rather than assertions of substantive prejudice.
Cole’s Application asserts, belatedly and for the first time, that litigating the
fiduciary claims in Delaware rather than Georgia “may have already hampered” Cole’s
ability to rely on the Bangor Punta doctrine as a defense. App. ¶ 16; see 417 U.S. 703,
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straightforward balancing of procedural prejudice against judicial economy.67

The Ruling does not speak to the constitutionality, construction, or
application of a Delaware statute. This factor weighs against certifying the
interlocutory appeal.
Rule 42(b)(iii)(D). The Ruling sustains the controverted jurisdiction of the
trial court.68 This factor weighs in favor of certifying the interlocutory appeal.

Rule 42(b)(iii)(E). The Ruling does not reverse or set aside a prior decision
of the trial court, a jury, or an administrative agency from which an appeal was
taken to the trial court which had decided a significant issue and review of the
interlocutory order will not terminate the litigation, substantially reduce further
litigation, or otherwise serve considerations of justice.69 This factor weighs against
certifying the interlocutory appeal.

Rule 42(b)(iii)(F). The Ruling does not vacate or open a judgment of the

710 (1974). This was not raised in Cole’s and Sellers’ motion briefing, so it cannot be
considered on appeal. Supr. Ct. R. 8; see also Scion Breckenridge Managing Member,
LLC v. ASB Allegiance Real Est. Fund, 68 A.3d 665, 678 (Del. 2013). And in any case,
as the Ruling explained on their Rule 12(b)(6) motions, Cole and Sellers themselves
argued Georgia would look to Delaware law on the Bangor Punta doctrine; no Georgia
court has recognized the doctrine in its modern form; and it plainly does not apply to
these facts. See Tr. at 38.
In the absence of substantive prejudice, the Ruling followed Continental
Automotive Systems to conclude Cole would not suffer undue procedural prejudice from
litigating the fiduciary claims in this Court, given Cole “will continue to be party to this
litigation” in connection with the fraud and contract claims. Tr. at 10 (quoting 2023 WL
1370523, at *22). The Ruling noted the fiduciary claims “will require litigating some of
the same facts and rely on some of the same discovery,” and that “[a]djudicating all of
those issues before a single court [would] not impose any burdens apart from those [Cole]
already agreed to shoulder when [he] consented to this Court’s jurisdiction” over the
fraud and contract claims. Tr. at 10–11.
67
Cantor Fitzgerald, 1999 WL 1022065, at *4.
68
Supr. Ct. R. 42(b)(iii)(D).
69
Id. 42(b)(iii)(E).
STI Grp. Holdco, LLC v. Anderson,
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December 17, 2025
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trial court.70 This factor weighs against certifying the interlocutory appeal.

Rule 42(b)(iii)(G). Review of the Ruling will not terminate the litigation.71
No matter the outcome of interlocutory review, Cole will continue to litigate the
fraud claims and contract claims in this Court, as will Sellers. This element weighs
against certifying the interlocutory appeal.72

Rule 42(b)(iii)(H). Considerations of justice will not be served by an
interlocutory appeal.73 Cole contends “[f]orcing Cole to litigate claims in
Delaware he never agreed to litigate here constitutes irreparable harm.”74 For that
proposition, he cites only to cases holding that requiring parties to arbitrate
nonarbitrable claims poses a threat of irreparable injury.75 That analogy is strained.
Cole agreed to litigate claims based on the same facts here in Delaware. The
Ruling’s application of the ancillary jurisdiction doctrine to his fiduciary claims
considered whether doing so was prejudicially unfair.76 That prejudice is low, and
therefore properly cedes to “the desire of our courts to achieve judicial economy
and avoid duplicative efforts among courts in resolving disputes.”77 This factor

70
Id. 42(b)(iii)(F).
71
Id. 42(b)(iii)(G).
72
See Garcia, 2022 WL 11121788, at *2 (affirming the denial of certification of
interlocutory appeal where “the litigation would continue against [one defendant]
regardless of the outcome of [the other defendant’s] interlocutory appeal”); Twin City
Fire Ins. Co., 2020 WL 7861340, at *1 (affirming the denial of certification of
interlocutory appeal where “a successful interlocutory appeal would not necessarily
terminate the litigation in its entirety, because numerous other [individuals] would remain
as defendants in the action, even if the Appellant[s] [] were not subject to personal
jurisdiction”).
73
Supr. Ct. R. 42(b)(iii)(H).
74
App. ¶ 31.
75
Id. (citing Chemours Co. v. DowDuPont Inc., 2019 WL 6973877, at *1 (Del. Ch. Dec.
19, 2019) (ORDER), and Parfi Hldg. AB v. Mirror Image Internet, Inc., 842 A.2d 1245,
1259 (Del. Ch. 2004)).
76
Tr. at 10–11.
77
Cantor Fitzgerald, 1999 WL 1022065, at *4.
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December 17, 2025
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does not support certifying the interlocutory appeal.

Considering all the Supreme Court Rule 42(b)(iii) factors, I believe the
balance weighs against certifying the interlocutory appeal. I recommend against
certification.
III. CONCLUSION

For the foregoing reasons, I recommend against Cole’s Application. To the
extent an order is required to implement this decision, IT IS SO ORDERED.

Sincerely,

/s/ Morgan T. Zurn

Vice Chancellor

MTZ/ms

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