                                                      EFiled: Aug 04 2015 12:21PM EDT
                                                      Transaction ID 57649527
                                                      Case No. 9809-VCN
                               COURT OF CHANCERY
                                     OF THE
                               STATE OF DELAWARE

 JOHN W. NOBLE                                              417 SOUTH STATE STREET
VICE CHANCELLOR                                             DOVER, DELAWARE 19901
                                                           TELEPHONE: (302) 739-4397
                                                           FACSIMILE: (302) 739-6179

                                    August 4, 2015



A. Thompson Bayliss, Esquire                  Johnna M. Darby, Esquire
Sarah E. Hickie, Esquire                      Hiller & Arban, LLC
Abrams & Bayliss LLP                          1500 North French Street, 2nd Floor
20 Montchanin Road, Suite 200                 Wilmington, DE 19801
Wilmington, DE 19807

         Re:    Capella Holdings, Inc. v. Anderson
                C.A. No. 9809-VCN
                Date Submitted: July 30, 2015

Dear Counsel:

         In April of this year, the Supreme Court amended its Rule 42 governing

interlocutory appeals. The Court emphasized that interlocutory appeals are rare.

“Interlocutory appeals should be exceptional, not routine, because they disrupt the

normal procession of litigation, cause delay, and can threaten to exhaust scarce

party and judicial resources.”1




1
    Supr. Ct. R. 42(b)(ii).
Capella Holdings, Inc. v. Anderson
C.A. No. 9809-VCN
August 4, 2015
Page 2


      Counterclaim    and    Third-Party   Plaintiff   James   Thomas     Anderson

(“Anderson”) tests this policy with his effort to take an interlocutory appeal from

the Court’s Letter Opinion and Order of July 8, 2015,2 which granted in part and

denied in part Counterclaim and Third-Party Defendants’ (collectively, “Capella”)

Motion to Dismiss Anderson’s claims.3

      Anderson raises two issues for appeal: a procedural one—the notice

pleading standard of Central Mortgage;4—and a substantive one—the unfair price

and process standard of Weinberger.5 No novel or unsettled issue of Delaware law

is involved. Anderson does not challenge the law which the Court applied; instead,

he contends that the Court was wrong in how the law was applied.

      Rule 42(b)(iii) identifies eight factors that should guide the trial court “in

deciding whether to certify an interlocutory appeal.” Anderson relies upon the last

one: an interlocutory appeal “may serve considerations of justice.” 6 He argues that


2
  Capella Hldgs., Inc. v. Anderson, 2015 WL 4238080 (Del. Ch. July 8, 2015).
3
  In addition to Anderson’s claims which were not dismissed, claims of Plaintiff
also remain for resolution.
4
  Cent. Mortg. Co. v. Morgan Stanley Mortg. Capital Hldgs., LLC, 27 A.3d 531
(Del. 2011).
5
  Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983).
6
  Supr. Ct. R. 42(b)(iii)(H).
Capella Holdings, Inc. v. Anderson
C.A. No. 9809-VCN
August 4, 2015
Page 3


an interlocutory appeal would be beneficial to judicial economy by avoiding

unnecessary or duplicative discovery and by avoiding disputes over the scope of

discovery. In addition, he contends that settlement might be facilitated.

      Interlocutory appeals always carry the potential of allowing the judicial

process to work more effectively and efficiently. If, to borrow Capella’s words

describing Anderson’s position, “the Court got it wrong,”7 going forward sooner

with claims that might be revived through an appeal could be beneficial.

      That, however, is true about any appeal from a partial granting of a motion

to dismiss.    Because Anderson’s analysis would capture so many comparable

decisions, it fails to satisfy the principle that interlocutory appeals should be

exceptional.   Also, no balancing of the real costs of an interlocutory appeal,

ranging from delay of proceedings in the trial court to the burden on the Supreme

Court of piecemeal review, has been attempted.

      In short, the Court can find no issue or reason, consistent with the policies of

Rule 42, that would support “appellate review before a final judgment.”8


7
  Countercl. and Third-Party Defs.’ Br. in Opp’n to Mot. for Certification of
Interlocutory Appeal 17.
8
  Supr. Ct. R. 42(b)(i).
Capella Holdings, Inc. v. Anderson
C.A. No. 9809-VCN
August 4, 2015
Page 4


      An order refusing to certify Anderson’s proposed interlocutory appeal will

be entered.

                                           Very truly yours,

                                           /s/ John W. Noble

JWN/cap
cc: Register in Chancery-K
