Rigorous Enforcement of Interlocutory Appeal Deadlines Under Delaware Supreme Court Rule 42

Introduction

This commentary examines the Delaware Supreme Court’s decision in Edward S. Lampert v. Cannon Square, LLC (No. 111, 2025), which reinforces the mandatory nature of the ten-day certification deadline for interlocutory appeals under Supreme Court Rule 42. The case arises from a challenged merger of Sears Hometown & Outlet Stores, Inc. (“the Company”) into a subsidiary of Sears Holdings controlled by Edward S. Lampert and his related investment funds (“ESL Funds”). Cannon Square, LLC, a dissenting stockholder, pursued both an appraisal remedy and class-action claims for breach of fiduciary duty. The Court of Chancery ultimately fixed a fair value for the shares, adjusted damages, and approved a distribution formula. Lampert sought an interlocutory appeal of the post-trial remedy ruling; the Supreme Court refused certification on timeliness and efficiency grounds.

Summary of the Judgment

On April 25, 2025, the Delaware Supreme Court exercised its discretion to refuse an interlocutory appeal of the Court of Chancery’s “Remedy Opinion.” Key holdings:

The appellants filed their certification application more than ten days after the Court of Chancery’s February 13, 2025 ruling, violating Rule 42(c)(i).
They failed to demonstrate “good cause” to excuse the late filing.
No “exceptional circumstances” justified interlocutory review, especially as the plenary litigation was nearing final resolution.
The potential benefits of piecemeal review did not outweigh the prejudice, delay, and inefficiency it would cause.

Analysis

Precedents Cited

The Court of Chancery and Supreme Court relied chiefly on:

Del. Supr. Ct. R. 42(c)(i): Imposes a strict 10-day deadline for applications to certify interlocutory appeals.
Del. Supr. Ct. R. 42(b)(ii): Allows interlocutory appeals only in “exceptional circumstances.”
D&D Mfg., LLC v. Envirokare Composite Corp., 2024 WL 2270612 (Del. May 20, 2024): Refusal of interlocutory appeal where the certification application was filed after the ten-day window.

By consistently enforcing these rules, the courts discourage premature appeals and emphasize finality.

Legal Reasoning

Timeliness Requirement: Rule 42(c)(i) mandates that an application for interlocutory appeal “shall be served and filed within 10 days” of the challenged order. Lampert’s motion on February 27, 2025—14 days after the Remedy Opinion—was untimely absent good cause.
Good Cause Standard: The appellants failed to present any valid excuse—such as newly discovered evidence or excusable neglect—that would justify extending the deadline.
Exceptional Circumstances: Under Rule 42(b)(ii), interlocutory review is reserved for matters of “substantial legal importance” that promise to materially shorten or simplify the litigation. Here, the close proximity of a final judgment and the absence of controlling novel issues weighed against certification.
Judicial Economy: The Supreme Court gave “great weight” to the trial court’s view that piecemeal appellate review would cause undue disruption, delay, and expense, contravening the efficient administration of justice.

Impact

This decision has three principal effects:

Reinforcement of Finality: Parties will be even more vigilant in meeting interlocutory‐appeal deadlines or risk waiving their appellate rights.
Deterrence of Piecemeal Appeals: Litigants are discouraged from seeking disruptive, costly appeals before the trial court’s final adjudication.
Deference to Trial Courts: Appellate courts will continue giving substantial deference to the trial court’s judgment about whether interlocutory review will promote or impede an efficient resolution.

Complex Concepts Simplified

Interlocutory Appeal: An appeal from a court order issued before the final judgment. In Delaware, these require special certification under Rule 42.
Certification Deadline: The 10-day window under Rule 42(c)(i) in which a party must apply to the Supreme Court to pursue an interlocutory appeal.
Exceptional Circumstances: Under Rule 42(b)(ii), rare situations where early appellate intervention is necessary to resolve controlling questions of law or prevent irreparable harm.
Appraisal Proceeding: A statutory remedy under Delaware law allowing dissenting shareholders to demand a judicial determination of the “fair value” of their shares in a merger.

Conclusion

The Supreme Court’s decision in Lampert v. Cannon Square crystallizes a clear precedent: compliance with the ten-day certification deadline of Rule 42(c)(i) is mandatory, and courts will refuse interlocutory appeals absent exceptional circumstances and good cause for delay. This ruling underscores the twin goals of finality and judicial efficiency, signaling to Delaware practitioners that procedural rigor is essential and piecemeal appellate review will be granted only sparingly.