The Delaware Supreme Court issued an order January 30, 2026, in *Cole v. STI Group Holdco, LLC*, addressing an appeal from defendants Lester L. Cole, William H. Anderson II, and Southern Trust Corporation challenging a Court of Chancery ruling on personal jurisdiction.
The case stems from a 2023 Share and Interest Purchase Agreement under which STI Group Holdco, LLC and STI Group, Inc. purchased two Georgia entities: Southern Trust Insurance Company and Southern Specialty Underwriters LLC. Anderson and his holding company Southern Trust Corporation owned the acquired companies before the transaction, while Cole served as president and chief executive officer of the acquired entities.
The defendants appealed the Court of Chancery's November 21, 2025 bench ruling that denied their motion to dismiss certain counts of the complaint for lack of personal jurisdiction. The lower court's decision allowed the case to proceed despite the defendants' jurisdictional challenge.
Central to the dispute is Section 12.9 of the purchase agreement, which provides that Delaware state or federal courts "will have exclusive jurisdiction to hear and determine any claims or disputes between the parties pertaining to [the] agreement or to any matter arising out of or relating to [the] agreement." This exclusive jurisdiction clause became the focal point of the jurisdictional analysis.
The acquired companies and buyers filed the underlying complaint in the Court of Chancery, leading to the defendants' challenge of the court's authority to hear the matter. The defendants argued that the court lacked personal jurisdiction over them, seeking dismissal of certain counts in the complaint.
Personal jurisdiction disputes are common in corporate transactions involving parties from multiple states. Delaware's Court of Chancery frequently handles complex business litigation due to the state's corporate-friendly legal framework and specialized expertise in business law matters.
The case illustrates the importance of carefully drafted forum selection clauses in acquisition agreements. When parties agree to exclusive jurisdiction provisions, courts typically enforce these contractual commitments absent compelling circumstances. The Delaware Supreme Court's handling of this appeal will provide guidance on how such clauses are interpreted and enforced in the context of post-acquisition disputes.
The three-justice panel consisting of Justices Valihura, Traynor, and Legrow considered the matter after submission on December 18, 2025. The case was designated as No. 503, 2025 on the Supreme Court docket, with the underlying Court of Chancery case numbered 2024-1273.
While the full text of the Supreme Court's order was not completely visible in the available documentation, the court's consideration of "the notice and supplemental notice of an appeal from an interlocutory order and their exhibits" suggests this was an interlocutory appeal from the Chancery Court's ruling rather than a final judgment.
Interlocutory appeals in Delaware are limited and typically require permission from the appellate court or involve specific types of orders that are immediately reviewable. Personal jurisdiction rulings often fall into categories that may be subject to immediate appellate review, particularly when they involve threshold questions about a court's authority to proceed with a case.
The insurance industry context adds another layer of complexity to this dispute. Southern Trust Insurance Company and Southern Specialty Underwriters LLC operate in the specialized insurance market, where post-acquisition disputes often involve regulatory compliance, underwriting practices, and operational integration issues.
For practitioners handling mergers and acquisitions, this case reinforces the critical importance of jurisdiction and venue provisions in purchase agreements. Clear, unambiguous language regarding where disputes will be resolved can prevent costly jurisdictional battles and ensure efficient resolution of post-closing disagreements.
The Delaware Supreme Court's involvement in this matter reflects the state's continued role as the premier forum for corporate litigation. Delaware's specialized courts and experienced judiciary make it the preferred venue for resolving complex business disputes, particularly those involving corporate governance and acquisition-related matters.
As corporate transactions become increasingly complex and involve parties across multiple jurisdictions, clear contractual provisions regarding dispute resolution become essential. This case serves as a reminder that well-drafted agreements can streamline litigation and provide certainty for all parties involved.
The outcome of this appeal, while not fully detailed in the available materials, will likely influence how future acquisition agreements structure their dispute resolution provisions and how Delaware courts interpret exclusive jurisdiction clauses in the corporate context.