          IN THE SUPREME COURT OF THE STATE OF DELAWARE

  GOODCENTS HOLDINGS, INC.,                §
                                           §
          Respondent Below-                §   No. 272, 2017
          Appellant,                       §
                                           §
          v.                               §   Court Below: Court of Chancery
                                           §   of the State of Delaware
  JANET G. WATTS, CHAPTER 11               §
  TRUSTEE OF THE ESTATE OF                 §   C.A. No. 11723
  DALFORD LYNN ENGLAND and                 §
  CLAYT MASON,                             §
                                           §
          Petitioners Below-               §
          Appellees.                       §

                           Submitted: July 6, 2017
                            Decided: July 13, 2017

Before VAUGHN, SEITZ, and TRAYNOR, Justices.

                                     ORDER

        This 13th day of July 2017, upon consideration of the notice of interlocutory

appeal and the supplemental notice of interlocutory appeal, it appears to the Court

that:

        (1)    The respondent-appellant, GoodCents Holdings, Inc. (“GoodCents”), is

a privately-held Delaware corporation. In 2015, it merged into MA Conservation

Group, Inc. GoodCents has petitioned this Court under Supreme Court Rule 42 to

accept an interlocutory appeal from a memorandum opinion of the Court of

Chancery dated June 7, 2017 (“the Memorandum Opinion”). The Memorandum
Opinion granted partial summary judgment to the petitioners-appellees, who were

the common stockholders of GoodCents (“the Appellees”), on the interpretation of

the GoodCents’ Certificate of Incorporation and the proper allocation of the fair

value of GoodCents between the preferred and common stockholders.

          (2)    GoodCents filed an application for certification to take an interlocutory

appeal of the Memorandum Opinion in the Court of Chancery on June 19, 2017.

The Appellees filed their response in opposition on June 29, 2017.

          (3)    The Court of Chancery denied the certification application on July 6,

2017. In denying certification, the Court of Chancery noted that the Memorandum

Opinion did not, as GoodCents argued, involve a question of first impression or

create a conflict in the law. The Court also rejected GoodCents’ argument that

interlocutory review may terminate the litigation by making settlement far more

likely. The Court of Chancery held that, while the Memorandum Opinion decided

“a substantial issue of material importance,”1 interlocutory review was not warranted

before the entry of a final judgment.

          (4)    We agree that interlocutory review is not warranted in this case.

Applications for interlocutory review are addressed to the sound discretion of this

Court. In the exercise of its discretion, this Court has concluded that the application




1   Del. Supr. Ct. R. 42(b).


                                              2
for interlocutory review does not meet the strict standards for certification under

Supreme Court Rule 42(b) and should be refused.

      NOW, THEREFORE, IT IS HEREBY ORDERED that the within

interlocutory appeal is REFUSED.

                                      BY THE COURT:


                                      Collins J. Seitz, Jr.
                                            Justice




                                        3
