Delaware Supreme Court Dismisses Appeal in Legent Group v. Axos Financial

Delaware Court Opinions

Filed March 24th, 2026

Detected March 25th, 2026

Summary

The Delaware Supreme Court dismissed an appeal filed by Legent Group, LLC and related entities against Axos Financial, Inc. The dismissal was based on the appeal being interlocutory, as the issue of attorneys' fees and costs awarded in a prior sanctions decision remained unresolved. The court cited failure to comply with Supreme Court Rule 42 regarding appeals of final judgments.

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What changed

The Delaware Supreme Court, in an order dated March 24, 2026, dismissed the appeal filed by Legent Group, LLC and its affiliates (Defendants) against Axos Financial, Inc. and its subsidiaries (Plaintiffs). The appeal concerned a post-trial opinion and a sanctions decision from the Court of Chancery, which had ruled in favor of the Plaintiffs and imposed sanctions due to the Defendants' discovery conduct. The Supreme Court found the appeal to be interlocutory because the amount of attorneys' fees and costs awarded in the Sanctions Decision had not yet been finalized, and thus, the judgment was not final as required by Supreme Court Rule 42.

This dismissal means the Defendants' attempt to appeal the underlying rulings before the full financial implications are resolved has failed. Compliance officers should note that appeals must generally pertain to final judgments that resolve all aspects of a controversy. In this instance, the unresolved attorneys' fees prevented the appeal from proceeding. The court denied the Defendants' request to stay the proceedings or transfer filing fees, indicating a strict adherence to procedural rules regarding finality of judgments in appellate matters.

What to do next

Review internal procedures for appealing interlocutory orders to ensure compliance with Supreme Court Rule 42.
Ensure all financial aspects, including attorneys' fees and costs, are finalized before filing an appeal of a lower court decision.

Source document (simplified)

IN THE SUPREME COURT OF THE STATE OF DELAWARE

Submitted: January 30, 2026 Decided: March 24, 2026 Before TRAYNOR, LEGROW, and GRIFFITHS, Justices. ORDER Upon consideration of the notice to show cause and the responses, it appears AXOS FINANCIAL, INC., AXOS, § to the Court that: SECURITIES, LLC, AXOS CLEARING, § INC., and AXOS CLEARING LLC, § No. 15, 2026 (1) On November 7, 2025, the Court of Chancery issued a post-trial opinion § § Court Below—Court of Chancery Defendants Below, in favor of plaintiffs below-appellees (“Plaintiffs”) and a letter decision granting in 1§ of the State of Delaware Appellants, § part Plaintiffs’ motion for attorneys’ fees and costs they incurred in connection with § C.A. No. 2020-0405 v. § LEGENT GROUP, LLC, COR § ADVISORS LLC, ST. CLOUD CAPITAL § Legent Group, LLC v. Axos Fin’l, Inc. 2025 WL 3124529 (Del. Ch. Nov. 7, 2025) (hereinafter 1“Opinion”). PARTERS II, L.P., and CARLOS P. § SALAS, § § § Plaintiffs Below, § Appellees.

defendants below-appellants’ (“Defendants”) discovery conduct. In the Opinion, the court directed the parties to submit a form of implementing order or competing forms of order within ten business days. In the Sanctions Decision, the court directed Plaintiffs to submit an implementing order within seven business days. (2) Defendants moved for reargument of the Sanctions Decision, while Plaintiffs submitted an order implementing the Sanctions Decision. The parties submitted competing forms of order implementing the Opinion. The parties later submitted a stipulation and proposed order permitting the parties to brief the appropriate form of order implementing the Sanctions Decision. The court granted the proposed order. (3) On December 9, 2025, the court denied Defendants’ motion for reargument of the Sanctions Decision and granted a modified version of Defendants’ form of order implementing the Opinion. The implementing order required Plaintiffs to submit their bill of costs, which they did on December 19, 2025. (4) On January 7, 2026, Defendants filed this appeal of the Opinion, the Sanctions Decision, and the December 9, 2025 order implementing the Opinion. That same day the parties completed briefing on the appropriate form of order implementing the Sanctions Decision. On January 8, 2026, the Court of Chancery

Legent Group, LLC v. Axos Fin’l, Inc., 2025 WL 3126872 (Del. Ch. Nov. 7, 2025) (hereinafter 2“Sanctions Decision”).

entered an order—titled Final Order and Judgment—that awarded Plaintiffs the costs identified in their bill of costs. That January 8 order provided that the attorneys’ fees and costs awarded in the Sanctions Decision would be resolved in a separate order. (5) On January 9, 2026, the Senior Court Clerk issued a notice directing Defendants to show cause why this appeal should not be dismissed for their failure to comply with Supreme Court Rule 42 in appealing an apparent interlocutory order. In their response to the notice to show cause, Defendants state that they filed the appeal out of an abundance of caution because all issues except attorneys’ fees had been resolved. In the event that the Court determines this appeal is interlocutory, Defendants request a stay pending issuance of an order resolving the fees or, if this appeal is dismissed, transfer of the filing fee to any future appeal that they file in this case. Plaintiffs contend that this appeal must be dismissed as interlocutory because

the amount of attorneys’ fees awarded in the Sanction Decision remains unresolved.

(6) Absent compliance with Rule 42, this Court is limited to the review of “A final judgment is generally defined as one that 3a trial court’s final judgment. determines the merits of the controversy or defines the rights of the parties and leaves “The mere titling of an order as 4nothing for future determination or consideration.”

Julian v. State, 440 A.2d 990, 991 (Del. 1982). 3 Showell Poultry, Inc. v. Delmarva Poultry Corp., 146 A.2d 794, 796 (Del. 1958). 4

a ‘Final Order and Judgment’ is not dispositive of its finality for purposes of

As Plaintiffs contend and Defendants implicitly acknowledge, this appeal 5appeal.” is interlocutory because the amount of attorneys’ fees awarded in the Sanctions Decision remains unresolved in the Court of Chancery. This appeal therefore is interlocutory and must be dismissed. 6 NOW, THEREFORE, IT IS ORDERED that this appeal is DISMISSED under Supreme Court Rule 29(b). The filing fee paid by Defendants shall be applied to any future appeal they file from a final order entered in this case. BY THE COURT: /s/ Abigail M. LeGrow Justice

Gaffin v. Teledyne, Inc., 602 A.2d 1081, 1991 WL 181488, at *1 (Del. Aug. 23, 1991) (TABLE). 5 See., e.g., Wollner v. PearPop, Inc., 281 A.3d 1271, 2022 WL 2903103, at *1 (Del. July 21, 62022) (TABLE) (dismissing appeal as interlocutory where the amount of the attorneys’ fee award remained unresolved).