Noranda Aluminum Holding Corporation v. XL Insurance America, Inc. ( 2021 )

IN THE SUPREME COURT OF THE STATE OF DELAWARE
NORANDA ALUMINUM HOLDING §
CORPORATION, §
§
Plaintiff-Below, Appellant, §
§ No. 443, 2020
v. § Court Below: Superior Court
§ of the State of Delaware
XL INSURANCE AMERICA, INC., §
TALBOT UNDERWRITING §
SERVICES (US) LTD., FACTORY §
MUTUAL INSURANCE COMPANY, §
LIBERTY MUTUAL FIRE §
INSURANCE COMPANY, §
LIBERTY SURPLUS INSURANCE §
CORPORATION, ACE AMERICAN §
INSURANCE CO., ASPEN §
INSURANCE UK LTD., STEADFAST §
INSURANCE COMPANY, AIG §
EUROPE LIMITED, SCOR UK §
COMPANY LIMITED, SWISS RE §
INTERNATIONAL S.E., AND §
CERTAIN UNDERWRITERS AT §
LLOYD’S LONDON, § C.A. No. N17C-01-152
§
Defendants-Below, §
Appellees §
Submitted: September 22, 2021
Decided: December 16, 2021
Before VALIHURA, VAUGHN, and TRAYNOR, Justices.
Upon appeal from the Superior Court. REVERSED.
David J. Baldwin, Esquire, Peter C. McGivney, Esquire, BERGER HARRIS LLP,
Wilmington, Delaware; David B. Goodwin, Esquire, Christine S. Haskett, Esquire,
COVINGTON & BURLING LLP, San Francisco, California, for Plaintiff-Below,
Appellant.
Matthew Denn, Esquire, Kelly Freund, Esquire, John L. Reed, Esquire, DLA PIPER
LLP (US), Wilmington, Delaware; Rachel A.H. Horton, Esquire, DLA PIPER LLP
(US), Philadelphia, Pennsylvania; Aidan M. McCormack, Esquire, DLA PIPER
(US), New York, New York, for Defendants-Below, Appellees.
2
TRAYNOR, Justice:
In cases at law, the Superior Court awards judgment interest at the “legal rate”
defined by 6 Del. C. § 2301(a). After a jury trial, Noranda, an aluminum-products
manufacturer, won a judgment against its insurance companies for more than $28
million. We affirmed, and the Superior Court awarded Noranda post-judgment
interest at 6 percent—i.e., at the same rate as pre-judgment interest—because that
was the legal rate in effect when the insurance liability first arose.
On appeal, Noranda argues that the Superior Court should have used an
interest rate of 7.5 percent, which was the legal rate on the date judgment was
entered. The difference is worth about $430,000. We agree. We hold that, to quote
Section 2301(a)’s final sentence, the judgment entered by the Superior Court in
Noranda’s favor “shall, from the date of the judgment, bear post-judgment interest
of 5% over the Federal Reserve discount rate[.]” Because the Federal Reserve
discount rate was 2.5 percent on October 17, 2019—the date the Superior Court
entered judgment—we reverse and remand with instructions to award Noranda post-
judgment interest at 7.5 percent.
3
Noranda once operated an aluminum smelter in Missouri but shut it down
after two serious accidents.1 Thirteen different insurers (the “Insurers”) had issued
Noranda “all risks” policies that covered the accidents, but the parties disagreed
about whether Noranda was also covered for certain business-interruption losses.2
In October 2019, after a jury trial, the Superior Court found that the Insurers owed
Noranda about $28 million and entered judgment for that amount.3 We affirmed.4
After our affirmance, the Superior Court awarded Noranda its costs of suit.5
The judgment apportioned liability among Noranda’s 13 insurers and awarded pre-
judgment interest.6 Noranda and the Insurers then conferred to negotiate the
applicable rate of post-judgment interest.7 They could not agree, so Noranda asked
the Superior Court to set the rate at 7.5 percent.8
1
Unless otherwise noted, we draw the facts from our opinion in XL Insur. Am. v. Noranda
Aluminum Holding Corp., 239 A.3d 390, 393 (Del. 2020).
2
Id. at 392.
3
Id. at 398.
4
Id. at 393.
5
Order Awarding Pl. Costs of Suit at 1–2, App. to Opening Br. at A110–111.
6
Order and Final J. at 4–5, App. to Opening Br. at A106–107.
7
Noranda’s Mot. re. Post-J. Int. at 2, App. to Opening Br. at A114.
8
Id. at 3, App. to Opening Br. at A115. 7.5 percent represented a Federal Reserve discount rate
of 2.5 percent, which was the rate in effect on October 17, 2019 (the date of judgment), plus 5
percent. Id. See also International Monetary Fund, Interest Rates, Discount Rate for United States,
https://fred.stlouisfed.org/series/INTDSRUSM193N (last accessed: December 13, 2021)
[hereinafter IMF, Discount Rate for United States].
4
In the Superior Court, all parties acknowledged that 6 Del. C. § 2301(a)
supplied the method for calculating the post-judgment interest rate. Section 2301(a)
provides:9
Any lender may charge and collect from a borrower
interest at any rate agreed upon in writing not in excess of
5% over the Federal Reserve discount rate including any
surcharge thereon. Where there is no expressed contract
rate, the legal rate of interest shall be 5% over the Federal
Reserve discount rate including any surcharge as of the
time from which interest is due; provided, that where the
time from which interest is due predates April 18, 1980,
the legal rate shall remain as it was at such time. Except as
otherwise provided in this Code, any judgment entered on
agreements governed by this subsection, whether the
contract rate is expressed or not, shall, from the date of the
judgment, bear post-judgment interest of 5% over the
Federal Reserve discount rate including any surcharge
thereon or the contract rate, whichever is less.
The General Assembly added the underlined language in 2012.10 The amending
legislation, Senate Bill 85, was titled “An Act to Amend Title 6 of the Delaware
Code Relating to the Legal Rate of Interest and Judgments.”11 According to a
legislative synopsis, “[t]his bill clarifies that the applicable post-judgment interest
rate on any judgments entered in cases of personal loans is the lesser of the legal
9
6 Del. C. § 2301(a) (emphasis added).
10
78 Del. Laws. Ch. 222 § 2 (S.B. 85). The amended statute took effect on April 5, 2012. Id.
11
Id. § 1; Del. Comm. Rep., 2011 Reg. Sess. S.B. 85 (June 8, 2011); see also Del. House J., 2011
Reg. Sess. No. 38 (June 16, 2011) (introducing S.B. 85 with same title).
5
interest rate or the contract rate. This bill does not affect the usury statute or other
special circumstances contemplated by current law.”12
In their Superior Court filings, Noranda and the Insurers both adopted the
“legal rate” calculation set out in Section 2301(a): 5 percent plus the relevant Federal
Reserve discount rate.13 Noranda maintained that the applicable Federal Reserve
discount rate was that in effect on the date judgment was entered: in this case 2.5
percent, which, when added to the statutory baseline of 5 percent, would generate a
legal rate of 7.5 percent.14 The Insurers countered that the correct discount rate was
1 percent—the rate in effect when liability arose—for a legal rate of 6 percent.15 The
difference in these rates was worth about $430,000.16
The Superior Court held a hearing on Noranda’s motion on December 2,
2020.17 The court found for the Insurers and awarded Noranda post-judgment
interest at 6 percent.18 The court relied on its 2012 decision in TranSched Systems
Ltd. v. Versyss Transit Solutions, LLC.19 TranSched concerned a similar interest
12
Del. B. Summ., 2011 Reg. Sess. S.B. 85 (May 31, 2011).
13
Noranda’s Mot. re Post-J. Int. at 2, App. to Opening Br. at A114; Insurers’ Post-J. Int. Resp. at
2, App to Opening Br. at A121.
14
Noranda’s Mot. re. Post-J. Int. at 2, App. to Opening Br. at A114. Judgment was entered on
October 17, 2019. Id. See IMF, Discount Rate for United States.
15
Insurers’ Post-J. Int. Response at 2, App to Opening Br. at A121. The Insurers’ liability arose
on Nov. 12, 2016. Order and Final J. at 3, App. to Opening Br. at A105. See IMF, Discount Rate
for United States.
16
Opening Br. at 2.
17
Mot. Hearing Tr. at 1, Dec. 2, 2020.
18
Id. at 7.
19
TranSched Sys. Ltd. v. Versyss Transit Solutions, LLC, 2012 WL 1415466 (Del. Super. Ct. Mar.
29, 2012); Mot. Hearing Tr. at 7, Dec. 2, 2020. (THE COURT: “I read both briefs. You know,
6
dispute and held that “the relevant statute for this calculation [Section 2301(a)] does
not distinguish between pre-and-post-judgment interest. The same interest rate,
then, will apply to both . . . calculations.”20 Noranda directed the Superior Court’s
attention to text in Section 2301(a) that the General Assembly had added after
TranSched was decided, but the court declined to deviate from its previous
decision.21
On appeal, Noranda argues that the plain language of Section 2301(a) requires
that post-judgment interest be awarded at the prevailing legal rate on the date of
judgment.22 The Insurers raise two counterarguments. First, they say that Section
2301(a) does not directly control this case because the statute’s text and legislative
history limit its application to loans.23 Second, the Insurers argue that “[t]he Superior
Court’s calculation of post-judgment interest was consistent with forty years of
precedent in that Court,” which they urge us not to disturb.24
candidly, I'm not inclined to change the decision that I made in TranSched. I noted in that opinion
that if there was to be some change in what I had ruled, that it was really a legislative fix that
needed to occur, not a judicial one; that I thought I was reading the statute directly. There has been
no effort to judicially change it and so I think that my prior decision remains and would be
applicable to this case.”).
20
TranSched, 2012 WL 1415466, at *6 (“This interest rate remains fixed. It does not . . .
incorporate the steady decreases in the federal rate over the span of the pre-judgment period, nor
is it recalculated on the day final judgment is entered to determine a different rate post-judgment.”)
(internal citations omitted)).
21
Mot. Hearing Tr. at 7–8, Dec. 2, 2020.
22
Not. of Appeal; Opening Br. at 11.
23
Answering Br. at 7, 14–15.
24
Id. at 3.
7
We review a trial court’s statutory construction de novo.25
The central question in this case is the proper interpretation of Section
2301(a). When interpreting a statute, our goal is “to ascertain and give effect to the
intent of the legislators, as expressed in the statute.”26 If the plain statutory text
admits only one reading, we apply it.27 If there is a legitimate ambiguity, we consult
the canons of statutory construction and may consider legislative history.28
“Statutory language is ambiguous when it is reasonably susceptible to different
conclusions or interpretations[,]”29 but “[t]he fact that the parties disagree about the
meaning of a statute does not create ambiguity.”30 Here, “the text of [the] statute is
clear [and] the Court need not go on to consider the act’s legislative history.”31
25
Del. Bd. of Med. Licensure & Discipline v. Grossinger, 224 A.3d 939, 951 (Del. 2020).
26
Dewey Beach Ent., Inc. v. Bd. of Adjustment of Town of Dewey Beach, 1 A.3d 305, 307 (Del.
2020); see also Spintz v. Div. of Fam. Servs., 228 A.3d 691, 698 (Del. 2020).
27
Dir. of Revenue v. Verisign, 2021 WL 5563437, at *4 (Del. Nov. 29, 2021) (citing In re Port of
Wilmington Gantry Crane Litig., 238 A.3d 921, 937 (Del. 2020)).
28
Dewey Beach, 1 A.3d at 307.
29
Judicial Watch v. Univ. of Del., 2021 WL 5816692, at *5 (Del. Dec. 6, 2021) (citing Del. Bd. of
Nursing v. Gillespie, 41 A.3d 423, 427 (Del. 2012)).
30
Chase Alexa, LLC v. Kent Cnty. Levy Court, 991 A.2d 1148, 1151 (Del. 2010); see also Ins.
Com’r of State of Del. v. Sun Life Assur. Co. of Can. (U.S.), 21 A.3d 15 (Del. 2011).
31
Port of Wilmington, 238 A.3d at 937.
8
In our view, the plain, unambiguous meaning of Section 2301(a) supports
Noranda’s position. The Superior Court was required to award Noranda post-
judgment interest at 7.5 percent because that was the legal rate in effect on the date
judgment was entered. The Insurers’ arguments to the contrary cannot overcome
this explicit statutory command.
As a textual matter, Section 2301(a) does three things.32 Sentence one
authorizes “[a]ny lender” to “charge and collect” interest from a borrower.33
Although sentence one comes before sentences two and three of the provision, there
is no indication that it cabins the reach of the rest of subsection (a). In fact, we have
consistently held that Section 2301(a) directly controls the calculation of judgment
interest outside the loan context. In Watkins v. Beatrice Cos.,34 a contract case, we
explained that
32
6 Del. C. § 2301(a) provides in full:
Any lender may charge and collect from a borrower interest at any rate agreed upon
in writing not in excess of 5% over the Federal Reserve discount rate including any
surcharge thereon. Where there is no expressed contract rate, the legal rate of
interest shall be 5% over the Federal Reserve discount rate including any surcharge
as of the time from which interest is due; provided, that where the time from which
interest is due predates April 18, 1980, the legal rate shall remain as it was at such
time. Except as otherwise provided in this Code, any judgment entered on
agreements governed by this subsection, whether the contract rate is expressed or
not, shall, from the date of the judgment, bear post-judgment interest of 5% over
the Federal Reserve discount rate including any surcharge thereon or the contract
rate, whichever is less.
33
Id.
34
Watkins v. Beatrice Cos., 560 A.2d 1016, 1023 (Del. 1989).
9
Delaware law provides that if a contract is silent as to an
interest rate, interest must nonetheless be paid. 6 Del. C. §
2301(a) provides that, “[w]here there is no expressed
contract rate, the legal rate of interest shall be 5% over the
Federal Reserve discount rate. . . .” The plaintiffs
correctly referred to 6 Del. C. § 2301(a) in order to
calculate interest.
Watkins is not an outlier. We have also referred to Section 2301(a) as establishing
“the statutory amount” of post-judgment interest in a breach-of-contract dispute.35
And we have approved the application of Section 2301(a) to “comput[e] an interest
award” for a judgment in an insurance case, the same context involved here.36 The
Insurers’ claim that Section 2301(a) only applies to loans therefore lacks merit.
Sentence two of Section 2301(a) defines “the legal rate of interest” as the
Federal Reserve discount rate plus 5 percent “as of the time from which interest is
due.”37 The Insurers answer this language only by repeating their claim that Section
2301(a) does not directly apply outside of the loan context.38 Noranda argues that,
for post-judgment interest, “the time from which interest is due” must be the date
when judgment was entered, because there can be no interest on a judgment before
35
Acierno v. Worth Bros. Pipeline Corp., 656 A.2d 1085, 1093 (Del. 1995).
36
Home Ins. Co. v. Concors Supply Co., Inc., 618 A.2d 90, 1992 WL 397455 (Del. 1992)
(TABLE). Home Insurance held that Section 2301(a) was applicable to the insurance judgment
at issue, meaning that future changes to the text of the statute—such as 2012’s S.B. 85—would
directly control.
37
6 Del. C. § 2301(a) (emphasis added) (“Where there is no expressed contract rate, the legal rate
of interest shall be 5% over the Federal Reserve discount rate including any surcharge as of the
time from which interest is due; provided, that where the time from which interest is due predates
April 18, 1980, the legal rate shall remain as it was at such time.”).
38
Answering Br. at 8, 14–15.
10
it exists.39 Noranda’s position is consistent with the statutory text and with our
holding in Wilmington Country Club v. Cowee that “[i]nterest on a judgment begins
to accrue when the judgment is entered[.]”40
The General Assembly added sentence three to Section 2301(a) in 2012.41 It
requires that applicable agreements “shall, from the date of judgment, bear post-
judgment interest of 5% over the Federal Reserve discount rate[.]”42 The Superior
Court considered this language but found that it did not require a reconsideration of
the TranSched decision. TranSched held that Section 2301(a) “does not distinguish
between pre-and-post-judgment interest” and applied “[t]he same interest rate . . . to
both . . . calculations.”43 We disagree. The 2012 addition to Section 2301(a)
explicitly requires that post-judgment interest accrue at the legal rate “from the date
of judgment”—this is, in the words of sentence two, “the time from which [post-
judgment] interest is due.”44 This statutory text forecloses the use of TranSched to
39
Opening Br. at 11–12.
40
Wilmington Country Club v. Cowee, 747 A.2d 1087, 1097 (Del. 2000).
41
78 Del. Laws. Ch. 222 § 2 (S.B. 85); 6 Del. C. § 2301(a) (“Except as otherwise provided in this
Code, any judgment entered on agreements governed by this subsection, whether the contract rate
is expressed or not, shall, from the date of the judgment, bear post-judgment interest of 5% over
the Federal Reserve discount rate including any surcharge thereon or the contract rate, whichever
is less.”).
42
Id. (emphasis added). Section 2301(a) does not limit the interest rate when it is established in a
contract “where the amount of money loaned or used exceeds $100,000, and where repayment
thereof is not secured by a mortgage against the principal residence of the borrower.” 6 Del. C. §
2301(c). In this case, the insurance agreement at issue paid out well more than $100,000, but the
parties did not agree to a contract interest rate. See Noranda’s Mot. re. Post-J. Int. at 2, App. to
Opening Br. at A114. Accordingly, Section 2301(a) operates to supply the legal rate of interest.
43
TranSched, 2012 WL 1415466, at *6; Mot. Hearing Tr. at 7, Dec. 2, 2020.
44
6 Del. C. § 2301(a).
11
support a single rate of interest calculated on the date of liability and extending
through final payment.
In sum, Section 2301(a) unambiguously requires that post-judgment interest
accrue at the legal rate that was in effect on the date of judgment. Although the first
sentence refers to “[a]ny lender,” this does not limit the application of the rest of the
provision, which we have interpreted as supplying “the statutory amount” of post-
judgment interest in contract disputes.45 When read together, sentences two and
three unambiguously mandate that post-judgment interest accrue at the legal rate in
effect on the date judgment was entered.
The Insurers attack the plain meaning of the Section 2301(a) by citing the
synopsis of the amending legislation. We need not consider this argument, of course,
because “[i]f the statute is found to be clear and unambiguous, then the plain
meaning of the statutory language controls.”46 But, in any case, the Insurers’ appeal
to history is unavailing.
According to S.B. 85’s synopsis, “[t]his bill clarifies that the applicable
interest rate on any judgments entered in cases of personal loans is the lesser of the
45
Acierno, 656 A.2d at 1093; Watkins, 560 A.2d at 1023.
46
Judicial Watch, 2021 WL 5816692, at *5 (quoting Sun Life Assur. Co. of Can. (U.S.), 21 A.3d
at 20)).
12
legal interest rate or the contract rate.”47 The Insurers maintain that this description
limits the application of Section 2301(a)’s final sentence to personal loans. 48 For
more support, they refer to our Order in Delaware Technical & Community College
v. Emory Hill & Co.49 Neither that Order nor the legislative history of S.B. 85
supports the Insurers’ position.
Beginning with the legislative synopsis, the Insurers quote it accurately but
ignore the title of the amending legislation, “An Act to Amend Title 6 of the
Delaware Code Relating to the Legal Rate of Interest and Judgments.”50 This
description expresses no limitations on the reach of Section 2301(a). And it leaves
unchanged the statutory title of Section 2301 itself, which reads: “Section 2301.
Legal rate; loans insured by Federal Housing Administration.”51 Thus, were we
compelled to look beyond the plain text of Section 2301(a)—and we are not—the
Insurers’ argument is incomplete and, at best, ambiguous.
47
Del. B. Summ., 2011 Reg. Sess. S.B. 85 (May 31, 2011). The synopsis also states that “[t]his
bill does not affect the usury statute or other special circumstances contemplated by current law.”
Id.48
Answering Br. at 16.
49
Del. Tech. & Comm. Coll. V. Emory Hill & Co., 116 A.3d 1243, 2015 WL 4094410, at *4 (Del.
2015) (TABLE).
50
Id.51
We are mindful that “the descriptive headings or catchlines immediately preceding or within the
texts of the individual sections of this Code . . . do not constitute part of the law.” 1 Del. C. § 306.
Neither, of course, does the bill synopsis that the Insurers urge us to credit.
13
Nor does our Order in Delaware Tech support the Insurers. At issue in
Delaware Tech was a $1.2 million construction contract.52 The Superior Court
found a party in breach, and that party alleged that the rate of post-judgment
interest—stipulated at 12 percent in the contract—was “statutorily capped by 6 Del.
C. § 2301(a)[.]”53 The Superior Court rejected this argument as “com[ing] too late
in the game,” and we agreed.54 Although this conclusion was dispositive, we briefly
discussed the substance of the breaching party’s Section 2301(a) claim and noted
that it, too, fell short: the agreement at issue was covered by Section 2301(c), which
exempts contracts for more than $100,000 from Section 2301(a)’s cap on negotiated
interest rates.55 It is therefore clear that, though we quoted the legislative synopsis
of S.B. 85 in Delaware Tech, the interest rate question was not fairly raised and, in
any case, the contract was not subject to Section 2301(a). As a result, the Insurers’
reliance on Delaware Tech is misplaced and cannot override the plain, unambiguous
meaning of the statutory text.
52
Del. Tech., 2015 WL 4094410, at *4 n.30; see also id., App. to Opening Br. at A3 (indicating a
“Total Contract Amount” of $1,295,094.00).
53
Del. Tech., 2015 WL 4094410, at *4.
54
Id. at *3 (“Although we address the substantive interest issues below, we find no fault with the
Superior Court’s conclusion that DTCC’s “Contract Rate” arguments ‘come too late in the
game.’”).
55
Id. at *4 n.30 (citing Sequoia Presidential Yacht Group LLC v. FE Partners, 2014 WL 2610577,
at *2 (Del. Ch. Jun. 12, 2014) (holding that Section 2301(a)’s cap on interest did not apply to a
contract for a loan exceeding $100,000, which fell under Section 2301(c)).
14
The Insurers argue that, instead of relying solely on the text of Section 2301(a)
and the decisions of this Court that have applied it, we should defer to “forty years
of well-reasoned case law” from the Superior Court under stare decisis principles.56
It is true that “the decisions of our State’s trial courts . . . are entitled to special weight
when they establish a longstanding interpretation that the legislature has failed to
question.”57 But even though the Insurers point to a number of Superior Court
decisions that once supported their position, it is not true that “the legislature has
failed to question” them; on the contrary, the General Assembly amended Section
2301(a) in 2012 in a way that explicitly undercuts the weight of these cases.
The Insurers’ lead authority is the Superior Court’s 1980 decision in Rollins
Environmental Services, Inc. v. WSMW Indus., Inc.58 In Rollins, the Superior Court
calculated the rate of pre-judgment interest for a contractual liability that arose in
1974.59 This analysis implicated a different clause of Section 2301(a)—“where the
time from which interest is due predates April 18, 1980, the legal rate shall remain
as it was at such time”—and therefore did not require the court to interpret the rest
56
Answering Br. at 5.
57
Capriglione v. State, 2021 WL 4538685, at *7 (Del. Oct. 1, 2021); State v. Barnes, 116 A.3d
883, 891 (Del. 2015).
58
Rollins Environ. Servs., Inc. v. WSMW Indus., Inc., 426 A.2d 1363 (Del. 1980).
59
Id. at 1368.
15
of the provision.60 Nevertheless, the court offered that “[i]t will be noted that the
rate of interest allowed by this Court has been equated to the ‘legal rate of interest’
found in 6 Del. C. § 2301” and explained that “I do not find that [Section 2301(a)]
contemplates that interest be segmented.”61
The Insurers maintain that “Rollins’s holding that interest should not be
‘segmented’ in contract cases has been ratified and applied by the Delaware Superior
Court repeatedly in the forty years since it was decided.”62 As an initial matter, it is
far from clear that Rollins made any such holding: Rollins applied the pre-April 1980
exception to Section 2301(a) and did not need to interpret the rest of the statute.
Thus, the best reading of Rollins’ commentary about segmented interest is that it is
dictum and “without precedential effect.”63
That said, the Insurers are correct that a number of Superior Court decisions
have cited Rollins for the proposition that pre- and post-judgment interest are
“calculated using the same rate.”64 Additionally, a 1992 Order of this Court
60
Id. at 1367; 6 Del. C. § 2301(a) (“Where there is no expressed contract rate, the legal rate of
interest shall be 5% over the Federal Reserve discount rate including any surcharge as of the time
from which interest is due; provided, that where the time from which interest is due predates April
18, 1980, the legal rate shall remain as it was at such time.”) (emphasis added)).
61
Id. at 1367–1368.
62
Answering Br. at 9.
63
Brown v. United Water Del., Inc., 3 A.3d 272, 276–277 (Del. 2010).
64
TranSched, 2012 WL 1415466, at *5–6; Mobile Diagnostics Inc. v. Lindell Radiology, P.A.,
1985 WL 189241, at *2 (Del. Super. Ct. Aug. 9, 1985); see also Getty Oil v. Catalytic, Inc., 509
A.2d 1123, 1128 (Del. Super. Ct. 1986); Chaplake v. Nat’l Grange Mutual Ins., 2000 WL
1611080, at *4 (Del. Super. Ct. Aug. 17, 2000); Chaplake Holdings Ltd. v. Chrysler Corp., 2003
WL 22853462, at *5 (Del. Super. Ct. Oct. 30, 2003).
16
described Rollins as “settled Delaware law.”65 But even if these cases, layered on
dictum, established “a longstanding interpretation,” the problem for the Insurers is
that the legislature has changed the controlling statute. As we have discussed at
length, in 2012 the General Assembly added a third sentence to Section 2301(a):
Except as otherwise provided in this Code, any judgment
entered on agreements governed by this subsection,
whether the contract rate is expressed or not, shall, from
the date of the judgment, bear post-judgment interest of
5% over the Federal Reserve discount rate including any
surcharge thereon or the contract rate, whichever is less.
In contract cases where the parties have not agreed to an interest rate, this language
requires trial courts to award post-judgment interest “from the date of judgment” at
“5% over the Federal Reserve discount rate[.]”66 This is precisely the rule Noranda
requests.67 Put another way, the text of the statute defeats the argument—raised by
the Insurers—that the General Assembly “left the statute materially unchanged” and
“acquiesced” to the rule of Rollins and TranSched.68 As a result, we must apply the
plain text of the amended statute rather than consult cases that interpreted old law.
65
Home Ins. Co., 1992 WL 397455, at *1.
66
6 Del. C. § 2301(a).
67
Opening Br. at 13 (“That prejudgment and post-judgment interest must be based on different
rates is confirmed by the last sentence of Section 2301(a).”).
68
Answering Br. at 18. For similar reasons, we reject the Insurers’ argument that Rollins “equated”
the rate of post-judgment interest with the legal rate defined by Section 2301(a), rather than holding
that Section 2301(a) “governed” post-judgment interest. Id. at 14. The apparent significance of
this distinction is that, if Section 2301(a) does not directly control judgments outside the loan
context, textual changes to the statute might not reach such judgments. Id. at 7, 15. As discussed
above, we read Section 2301(a) to directly control the interest applicable to post-judgment interest
in cases at law. Even if Rollins could fairly be read to suggest that Section 2301(a) only influences
17
A litigant who is subject to a judgment at law—which often comprises
elements, such as costs and fees, that are not components of the underlying
liability—is not responsible for post-judgment interest until judgment is entered.
The appropriate rate of interest is the legal rate in effect on that date. This is the
clear command of 6 Del. C. § 2301(a)’s mandate that such judgments “shall, from
the date of the judgment, bear post-judgment interest of 5% over the Federal Reserve
discount rate[.]” It was therefore error for the Superior Court to award Noranda
post-judgment interest at the pre-judgment rate. We reverse the Superior Court and
remand with instructions that Noranda be awarded post-judgment interest at 7.5
percent, the prevailing legal rate as of the date of judgment.
judgment interest by “analog[y],” Rollins and the follow-on cases are entitled to no weight given
the General Assembly’s activity in this specific area. Answering Br. at 15.
18