Delaware Court Denies Interlocutory Appeal Application

IN THE SUPE RIOR COURT O F THE STATE O F DEL AWARE TFI TUTTI LLC, WOO YON G CHOI,) and FLORIS TUTT I INTER NATIONAL,) INC.,)) Plaintiffs,) v.) C.A. No. N23C- 03 -122 PRW) CCLD) SONO AME RICA, INC. and SONO) REF: C.A. NO. 2024-1118-PRW INTERNATIO NAL CO., LTD.,) Defendants,) v.)) and DAEMYUNG TUTTI, LL C,) Nominal Defenda nt.) Submitted: Febr uary 6, 2026 Decided: Februar y 27, 2026 Upon Defendan t Sono Internatio nal Co. ’s Application f or Certificat ion of Inter locutory Appeal, DENIED. ORDER This 27 th day of February, 2026, upon considera tion of Defendant Sono International Co., LTD ’s application 1 under Rule 42 of the Supreme Court for a n order certifying an appea l from t he interloc u tory order of this Court dated Decemb er 19, 2025, it appear s to the C ou rt tha t: 1 Defendant Sono International timely filed its application for certification of interlocutory appeal on January 12, 2026. See Def.’s Appl. (D.I. 68).

-1- (1) Defendant Sono International is a Korean entity. 2 Plaintiff Woo Young Choi is an experienced bus i nessma n who has operated multiple s uccessful businesses throughout the United States. 3 According to the operative pleading, Sono International sought out Mr. Choi i n connection with its efforts to enter the U.S. market. 4 (2) The parties agreed that Mr. Choi and his co mp any, TFI Tutti LLC (“TFI Tutti”), would deploy their industry relationships and real estate contacts to advance that expansio n, while Sono In t ernati onal — acting through its subsi d iary, So no America, Inc. (“Sono America”) — wou ld s upply the necessary capital. 5 In 2016, that arrangement was reduced to writing through the formatio n of D aem y ung Tutti, LLC, a Delaware limi ted liab ility c ompany (the “Joint Ve ntu re Company”), a nd the execution of a Joint Venture Agreement (the “JV A”) between TFI Tutti and Sono America. 6 The JVA contains a mandatory forum-selection clause requiring that any action arising u nder it be brought exclusively in state or federal court in Wilmin g ton, 2 Id. Given this application addresses a Civ il Rule 12(b)(2) decision, the following facts and history are drawn from the Plaintiffs’ Second Amende d Complaint and other appropriate record materials. See Green America Recycling, L LC v. Clean Earth, Inc., 202 1 WL 2211696, at *3 (Del. Super. Ct. June 1, 2021) (in deciding a mot ion to dismiss for lack of personal jurisdiction, “ the Court is not limited to the pleadings and can consider affidavits, briefs of the p arties, and the record as a whole ”) (cleaned up). 3 2nd Amend. Compl., ¶ 8 (D.I. 33). 4 Id. at ¶¶ 12, 41−62. 5 Id. at ¶¶ 41−70. 6 Compl., Ex. A (D.I. 1) [hereinafter “JVA”].

-2- Delaware. 7 (3) The procedural path of this ensuing dispute has been less di rect. Despite the JVA’s Delaware forum clause, Plaintif fs fir st filed suit in New Jerse y i n 2022 ag ainst both So n o America a n d Sono International, asserting claims stemmi ng from the failed j oint venture. 8 The New Jersey action was voluntarily dismissed in July 2025 citing th e p ro ceeding s happening in D elaware. 9 (4) Plaintiffs commen ced this litigation in Delaware in 2023, only bringing claims against Sono America. 10 Plaintiffs’ initial Delaware complain t asserted a range of claims, inclu ding breach of the JVA, fraud and mi sreprese ntation, conversion, tortious interference, breach of the implied covenant of good faith and fair dealing, and certain equita b le theorie s. 11 Sono America moved to dismiss the non-breach- of - contract claims, and the Cour t granted that motion, narrowing the case to only a breac h - of -c ontract dispute between S ono Americ a and Plaintiffs. 12 (5) Plaintiffs then filed a Second A mended Co mplai nt b ringing in Sono 7 JVA, Art. VI.N.2 (“Consent to Exclusive Jurisdiction”). 8 D.I. 55 (Letter from counsel updating th is Court on the Ne w Jersey proceedings a nd providing a copy of the Stipulation of Voluntary Dismissal Without Prejudice file d in that same New Jersey action on July 22, 2025). 9 Id. 10 Compl. (D.I. 1). It should be noted that Daemyung Tutti LLC — the Joint Venture Company — was also listed as, and still is, a nominal defendant. Id.; see also 2nd Amend. Compl. 11 See generally Compl. 12 D.I. 24.

-3- International as a defendant. 13 Th e amended pleadi ng continued to assert breach of contract against Sono America and sought to impose liabi l ity on Sono Inter national under equitable theories, including veil -pierci ng and alter ego. 14 Throughout thi s litigation — where v er i t has gon e — Sono America and Sono International have appeared through the same counsel and as a general course jointly responded to the pleadings and engage d in motion practice. But only Sono Interna t ional has co n teste d this Court’s personal jurisdiction; 15 Sono America does not dispute that it is properl y before this Co u rt. (6) Sono Internat i onal moved to have itself dismiss ed from any claims in the Second Amended Complaint. 16 Among argu ments w hen doing so, i t invok ed Court Ci vil Rule 12(b)(2), insisti ng that this Court lacks personal jurisdiction over it. 17 By prior order, the Court granted that motion and dismissed the claims agains t Sono International. 18 Plaintiffs timely moved for reargument under Rule 59, contending th at the Court had misapprehended bo t h the governing legal principles and the factual allegations bearing on personal jurisdiction. 19 In its i nitial ruling, th e 13 See generally 2nd Amend. Compl. 14 See generally id. 15 See Sono Int’l’s Motion to Dismiss (D.I. 44). 16 Id. 17 See generally Sono Int’l’s Op. Br. in Support of Motion to Dismi ss (D.I. 44) 18 D.I. 56. 19 See generally Plaintiffs ’ Motion for Reargument (D.I. 57).

-4- Court reached the conclusion that Plaintiff s had not established a prima facie basis for exerc ising personal jurisdiction over So no International, although Plaintiffs had adequately met their elements burden for alter ego. 20 Upon reargument, however, and after further consideration of the alter-ego allegations and the necessary long- arm analysis, the Court withdrew its earlier dismissal order and denied Sono International’ s Rule 12(b)(2) motion. 21 (7) Sono I n ternationa l the n filed its applica t ion for certification of a n interlocutory appeal of the Court’s refusal to g rant it Rule 12(b)(2) dismissal for lack of personal jurisdicti on. 22 In Sono International’s vi ew, the Court’s refusal to dismiss for lack of personal jurisdiction is of material i mpor t ance and immediate review is warranted to avoi d the burdens o f its continued litigation here and to address this issue fo r the many others i t says will now b e similarly situa ted. 23 (8) Supreme Court Rule 42 governs interlocutory appeals from this Court’s or d ers. 24 Accordingly, the Court consi d ers Sono International ’s applic ation under Rule 42’ s rigorous sta n dards. 25 20 See generally D.I. 56. 21 TFI Tutti LLC v. Sono America, Inc., 2025 WL 3 688737 (Del. Super. Ct. Dec. 19, 2025) (D.I. 64). 22 D.I. 68. 23 Def.’s Appl. at 11-12. 24 DiSabatino Bros., Inc. v. Wortman, 453 A.2d 102, 103 (Del. 1982). 25 TowerHill Wealth Mgmt., LLC v. Bander Family P’ship, L.P., 2008 WL 4615865, at *2 (Del. Ch. Oct. 9, 2008) (citing D ONALD J. W OLFE, J R. & M ICHAEL A. P ITTENGER, C ORPORATE AND

-5- (9) Under Rule 42, when faced with a litigant’ s request for certific ation of an interlocutor y appeal, this Co urt must: (a) determine that the ord er to be certifie d for appea l “ decides a substantial issue of material i mporta n ce that merits appellate review bef o re a final jud gment;” 26 (b) de cide whether t o cer ti fy via consideration of the eight factors listed in Rule 42(b)(i ii); 27 (c) consider the Court ’s own asses smen t of the most efficient and just schedule to resolve the case; and then, (d) identify whether and wh y the likely benefits o f interlocutory review outweigh the pr obable C OMMERCIAL P RACTICE IN THE D ELAWARE C OURT OF C HANCERY § 14.04 (2008) (noting that Rule 42 contains “rigorous crit eria” and the Supreme Co urt requires “strict compliance with Rule 42 ”)); JB and Margaret Blaugrand Foundation v. Guggenheim Funds Investme n t Advisors, LLC, 2023 WL 2562933, at *3 (Del. Ch. Mar. 17, 2023) (“ [A] Rule 42 application cannot be certified unless it clears two ‘ rigorous ’ hurdles. ”). 26 Del. Supr. Ct. R. 42(b)(i). 27 Those factors are: (A) The interlocutory order involves a question of law re solved for the first time in this State; (B) The decisions of the trial courts are conflic ting upon the question of law; (C) The question of law relates to the constitutionality, construction, or application of a statute of thi s State, which has not been, but should be, settled by this Court in advance of an appeal from a final order; (D) The int erlocutory order has sustained the con troverted jurisdiction of the trial court; (E) The int erlocutory or der has reversed or set aside a prior decision of the trial court, a jury, or an administrative agency from which an appeal was taken to the trial court which ha d decided a significant issue a nd a review of the interlocutory orde r m ay terminate the litigation, substantially reduce fu rther litigation, or otherwise serve considerations of justice; (F) The interlocutory order has vacated or opened a judgment of the trial c ourt; (G) Review of the interlocutory order may terminate the litigation; or (H) Review of the interlocutory order may serve considerations of justice. Del. Supr. Ct. R. 42(b)(iii).

-6- costs, s uch t hat interlocutory review is in the interests of justice. 28 “If the bala n ce is uncertain, t he tr ial court should refuse to certif y the interlocutory appeal. ” 29 Applications f or certificatio n of an interlo cu tory ap peal require the exerc is e of the trial court’s discretion and are granted only in extraordinary or exceptional circumstanc es. 30 (10) The first consideratio n — whether the order seeking certifi cation decides a substantial issue of material importance that merits appellate review before a final judgment — is a thres hold finding without which certificatio n is inappropria te. 31 A substantial issue is usually understoo d as one that “dec ides a main question of law which re l ates to the merits of the case, a nd not to colla t eral matters.” 32 Put another way, the Court ’ s determinat ion must dec i de a legal righ t, “meaning an i ssue essential to the positions of the part ies regarding the merits of the 28 Del. Supr. Ct. R. 42(b). Those “probable costs” are informed, in part, by Rule 42(b)(ii), i.e., interlocutory a ppeals “disrupt the normal procession of litigation, c ause delay, and can threaten to exhaust scarce party and judicial resources.” Del. Supr. Ct. R. 42(b)(ii). 29 Del. Supr. Ct. R. 42(b). 30 In re Pure Res., Inc. S’holders Litig., 2002 WL 31357847, at *1 (Del. Ch. Oct. 9, 2002); Mercury Pr’s Mgmt., LLC v. Valo Health, Inc., 2024 WL 413784, at *3 (Del. Ch. Feb. 5, 2024), appeal refused, 2024 WL 1260957 (Del. M ar. 26, 2024) (“Applications for an interlocutory review are addressed to the sound discretion of th[e] Court and are accepted only in extraordinary circumstances.”). 31 Traditions, L.P. v. Harmon, 2020 WL 1646784, at *1 (Del. Apr. 2, 2020); Invictus Sp ecial Situations Master I, L.P. v. Invictus Glob. Mgmt., LLC, 2024 WL 5097929, at *3 (De l. Ch. Dec. 12, 2024). 32 Sprint Nextel Corp. v. iPCS, Inc., 2008 WL 2861717, at *1 (Del. Ch. July 22, 2008); Invictus, 2024 WL 5097929, at * 3 (Del. Ch. Dec. 12, 20 24) (“As commonly articulated, the substantial issue requirement is met when a decision speaks to the merits of the case.”).

-7- case.” 33 (11) Sono Interna t ional asks the Court to certify its December 19t h ru ling denying its dismissal motion based on a claimed lack of person jurisdiction. But “an exercise of personal jurisdiction does not affect the mer i ts of Plaintiffs’ claims against [Sono International]. Nor does it decide the und erlyin g issues in t h e case.” 34 Indeed, our “Supreme Cour t has recognized this by repea t edly hol ding that a denial of a motion to dismiss for lack o f personal jurisdiction does not establish a legal right or determine a s ubstantia l issue.” 35 Just so here. (12) And t hough Sono Intern ational sugge sts otherwise, t his Court’s pleading-stage p erso n al jurisdictio n analysis was an application of lines of wel l - settled law to a not-yet-a ddressed factual situation. This, too, fails to meet Rule 42’s 33 TowerHill Wealth Mgmt., LLC v. Bander Fa m. P’ship, L.P., 2008 WL 4615865, at *2 (Del. Ch. Oct. 9, 2008) (citing Sprint Nextel Corp., 2008 WL 2861717, at *1); se e Stewart v. Wilmington Tr. SP Svcs., Inc., 2015 WL 1898002, at *3 (Del. Ch. Apr. 27, 2015) (“[A] decision at the pleadings stage, which merely allows the case to pro ceed to trial, generally does not ‘establish a legal right’ between the parties.” (citing Levinson v. Conlon, 385 A.2d 717, 720 (Del. 1978)). 34 STI Grp. Holdco, LLC v. Anderson, 2025 WL 3655165, at *3 (Del. Ch. Dec. 17, 2025) (cleaned up), appeal refused, 2026 WL 252617 (Del. Jan. 30, 2026). 35 TowerHill Wealth Mgmt., 2008 WL 4615865, at *2 (Del. Ch. Oct. 9, 2008); see STI Grp. Holdco, 2026 WL 252617 (Del. Jan. 30, 2026); Garcia v. Fran chi, 2022 WL 11121788 (Del. Oct. 19, 2022); Twin City Fire Ins. Co. v. Energy Transfer Equity, LP, 2020 WL 7861340 (Del. Dec. 31, 2020); Hitachi Koki C o., Ltd. v. Cardona, 2019 WL 1716054 (Del. Apr. 16, 2019); Curran Composites, Inc. v. Total Hldgs. USA, Inc., 2009 WL 4170395 (De l. Nov. 25, 2009). But see In re Carvana Co. S’holders Litig., 2022 WL 4661841, at *1-2 (D el. Ch. Oct. 3, 2022) (observing that: “In practice, however, the Supreme Court has accepted interlocutory appeals of non -merits-based questions that im plica te significant issues under Delaware law. . . [And] multi ple decisions of the Delaware Supreme Court have granted interlocutory appeal of decisions concerning the exercise of person al jurisdiction over non-resident fiduciaries of Delaware entities.”), appeal refused sub nom Garcia v. Franchi, 2022 WL 11121788 (Oct. 19, 2022).

-8- threshold re quirement. 36 (13) That could end the Court’s analysis. But an examination of the delineated Rule 42 factors further convinces the Court that certifying Sono International ’s a pplication would be inappropriate. Now, Sono International itself cites just one Rule 42(b) factor as weighing in favor of certificat ion. 37 The s ing le factor that Sono In t ernational po ints to, howe v er, do es n’t truly weigh in its favor. (14) Interlocutory appellate review will not serve considerations of justice as So n o International frames it. 38 Based o n t h e pleading reco rd b efore the Court o n this 12(b)(2) m otion, Sono I nternational has controlled a l l a spects of this y ears-long multi-jurisdicti o nal litigation for its alleged shell Sono America. Th at will not change. And Sono I nternational’s dire warnin g of unfairly e xposing others like it to litigation here is unpersuasive. As the Court explained in its decision, “ Delaware emphasizes that ve il-piercing is rare and ca nnot be used to pull every pare nt company into its courts simply because its subsidiary signed a contract here — the doctrine is conf ined to except ional situations where cor porate separateness has bee n 36 See In re Carvana Co. S’holders Litig., 2022 WL 4661841, at *3 (“The mere application of long-held precedent to new facts does not make an order worthy of appeal.”). 37 See Def.’s Appl. at 11-12 (citing Del. Supr. Ct. R. 42(b)(iii)(H)). 38 See id. (suggesting its d esired appeal would serve “considerations of justice” by giving Sono International “final clarity as to its legal rights and its obligation to participate in [the] litigation” and providing guidance to “all foreign parent companies” in lik e circumstances).

-9- abused. ” 39 The Court h eld merel y tha t these Pl aintiffs had: (a) met the reasonable conceivability burden the y sho u lder ed o n the ir alter-eg o th eory at this point; a s well as, (b) the i r extant burden of establishing a proper basis for the Court ’ s exercise of jurisdiction o v er the no nresident Sono Interna t ional. 40 (15) Engaging just s ome of the other salient Rule 42 factors that Sono International alludes to, but never incants: the Court’s ru ling may have directly spoke on a question never square l y addressed, 41 but its decision is certainly not in conflict with other Delaware t rial court decisions; 42 and immediate appeal might resolve whether Son o In ternat ional’s p urporte d p ersonal jurisdiction defect is real, 43 but it certainl y will not end this l i tigation in its entirety. 44 (16) The Court must make “ its own assessment of the most efficient and just schedule to resolve the case...[and ] whether and why the likely benefits... outweigh the probable costs, s uch that interlocutory review is in t he interests of 39 TFI Tutti LLC, 2025 WL 3688737, at *7. 40 Id. at *4-7. See Green America Recycling, 2021 WL 2211696, at *3 (explaining that to survive such a Rule 12(b)(2) challenge, a plaintiff need make a prima facie showing that jurisdi ction exists, and all factual disputes and reasonable inferences are resolved in the plaintiff ’ s favor). 41 See Del. Supr. Ct. R. 42(b)(iii)(A). 42 Del. Supr. Ct. R. 42(b)(iii)(B). S ee TFI Tutti LLC, 2025 WL 3688737, at *6 n.72 (noting that the question posed “ isn ’t the same question ” addressed in EB G Holdings LLC v. Vredezicht’s Gravenhage 109 B.V., 2008 WL 4057745 (Del. Ch. Sept. 2, 2008)) (emphasis in original). 43 See Del. Supr. Ct. R. 42(b)(iii)(D). 44 Del. Supr. Ct. R. 42(b)(iii)(G).

justice. ” 45 On balance, the b enefits of Son o Internation al ’ s proposed interlocutory review are outweigh ed by the probable costs. This dispute has been lo ng-going a nd complicated. And, as best the Court ca n tell, Sono Internat i onal will rema i n active therein whether n amed or contro l ling from b ehind t he curtain. (17) Our rules counsel that “ [i]nterlocutor y appeals should be exceptional, not routine, because they disru pt the normal procession of litigation, cause delay, and can threaten to e x haust s carce party and judicial resources. ” 46 This case is no t exceptional; the denial of Sono Internat ional ’s Rule 12(b)(2) motion was a bit longer in coming, but still relatively rout ine. For that reason, and those others mentio ned, the Court cannot gran t its certificati on of Sono Inter national’s propose d interlocuto ry appeal. NOW, THERE FORE, IT IS HEREBY ORDERED that Defendant Sono International’ s Application f o r Certifica tion of Interlocutory Appeal is D EN IED. SO ORDERE D, /s/ Paul R. Wall ace ____________ _ _______ _____ Paul R. Wallace, J udge Original to Pr othonotary cc: Al l counsel via File & S erve 45 See Del. Supr. Ct. R. 42(b)(iii)(D). 46 Del. Supr. Ct. R. 42(b)(ii).