IN THE SUPREME COURT OF THE STATE OF DELAWARE

ALLTRISTA PLASTICS LLC d/b/a § JARDEN PLASTIC SOLUTIONS, § No. 66, 2017 § Plaintiff Below, § Court Below—Superior Court of t he Appellant, § State of Delaware § v. § C.A. No. N12C–09–094 § ROCKLINE INDUSTRIES, INC., § § Defendant Below, § Appellee. § Submitted: February 24, 2017 Decided: April 12, 2017

Before STRINE , Chief Justice; VALIHURA and SEITZ , Justices.

ORDER

This 12 th day of April 2017, having considered the appellant ’s notice and supplemental notice of appeal from interlocutory or der under Supreme Court Rule 42, it appears to the Court that: (1) The appellant, Alltrista Plastics LLC d/b/a Jar den 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 certification. (2) The background of this matter is as follows. I n 2010, Jarden and the appellee, Rockline Industries, Inc. (“Rockline”), e ntered into a Supply Agreement2

under which Jarden was to develop and supply plasti c containers to Rockline. If the containers could be successfully developed, Roc kline was to purchase thirteen million containers annually for three consecutive y ears. The Supply Agreement included a provision that Rockline could terminate the Supply Agreement without cause and that, in the event of such termination, R ockline would pay a termination fee. The Supply Agreement had another provision, w hich stated that the termination fee was not a penalty and would serve a s liquidated damages for Rockline’s breach of the Agreement. (3) In 2012, Jarden sent a demand letter claiming t hat it had met all of its obligations under the Supply Agreement and that Roc kline was obligated to finish paying for a custom designed tool and to pay for th e first annual installment of containers. When Rockline rejected the demand, clai ming that Jarden had not produced acceptable containers, Jarden filed suit a gainst Rockline, and Rockline sent a letter formally terminating the Supply Agree ment with cause. (4) Jarden’s Superior Court complaint alleged that Rockline breached the Supply Agreement by failing to pay the balance on t he custom designed tool; failing to order the annual minimum amount of conta iners; and failing to pay the termination fee. During discovery, Jarden’s damage s expert proffered three alternative theories of Jarden’s damages: lost gro ss revenue; lost profit; and a combination of lost gross revenue and the terminati on fee.3

(5) In November 2015, Rockline moved for partial su mmary judgment on the issue of damages, arguing, in relevant part, th at the Supply Agreement’s termination fee served as a liquidated damages prov ision and therefore established the parties’ agreement on the amount of damages Jar den 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 Agreemen t with cause as opposed to without cause. In an April 8, 2016 bench ruling, t he Superior Court denied the motion for partial summary judgment after determini ng, in relevant part, that the termination fee had not been triggered and therefor e was not applicable. (6) In October 2016, Rockline moved for reconsidera tion of the April 8 bench ruling and then for relief from that judgment under Superior Court Civil Rule 60. Jarden opposed both motions. The Superio r 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 d etermining that the terms of the Supply Agreement provided that the termination fee should be treated as liquidated damages for Rockline’s alleged breach of the contra ct. 1

1 Alltrista Plastics LLC d/b/a Jarden Plastic Solutio ns v. Rockline Industries, Inc. , 2017 WL 237625 (Del. Super. Ct. Jan. 18, 2017).4

(7) Jarden filed an application for certification o f the January 18 interlocutory order. Rockline opposed the applicat ion. 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 sub stantial issue of material importance, determine a substantial right that rela ted to the merits of the case, or involve a novel question of law resolved for the fi rst time in this State. (8) Applications for interlocutory review are addre ssed to the sound

discretion of the Court 2 and are granted only in exceptional circumstances where the interlocutory order has decided a substantial i ssue of material importance that merits appellate review before a final judgment. 3 In this case, the Court agrees with the Superior Court’s denial of Jarden’s applic ation for certification of an interlocutory appeal. The principles and criteria of Rule 42 do not weigh in favor of interlocutory review of the January 18 order. NOW, THEREFORE, IT IS HEREBY ORDERED that the inter locutory appeal is REFUSED.

BY THE COURT:

/s/ Collins J. Seitz, Jr. Justice

2 Del. Supr. Ct. R. 42(d)(v). 3 Id. (b)(i)–(iii).