Alltrista Plastics, LLC d/b/a Jarden Plastic Solutions v. Rockline Industries, Inc., N12C-09-094 JRJ CCLD

Jarden Plastics (plaintiff) and Rockline Industries (defendant) disputed application of a "Termination Fee" in their Supply Agreement after Rockline terminated the agreement and invoked a for-cause termination provision.
The Supply Agreement states: "The Termination Fee shall not be a penalty but shall serve as and for liquidated damages for Rockline's breach of the Agreement." The schedule sets $1,500,000 for termination prior to end of year one.
At an April 8, 2016 teleconference, the court ruled the Termination Fee had not been triggered (payment was tied to termination, not breach) and therefore was inapplicable; Rockline did not file a Rule 59(e) motion.
Months later Rockline sought reconsideration, relying on Brazen v. Bell Atlantic Corp. to argue the clause must be treated as liquidated damages; Rockline admitted it knew of Brazen earlier but had not cited it initially.
The court directed re-filing under Rule 60(b); after briefing and argument, the court exercised its plenary power to vacate the April 8, 2016 oral ruling and held the Termination Fee should be treated as liquidated damages for Rockline's breach.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Termination Fee is a liquidated damages provision that caps Jarden's breach recovery	The fee was triggered by termination, not by breach, so it does not cap damages	The Agreement expressly states the Termination Fee "shall serve as and for liquidated damages" for Rockline's breach, so it must be treated as liquidated damages (citing Brazen)	Court vacated its prior ruling and, applying Brazen, determined the Termination Fee should be treated as liquidated damages for breach
Whether Rockline's late reliance on Brazen bars relief and whether Rule 60(b) is required for reconsideration	Jarden opposed reconsideration and relied on procedural default of Brazen at summary judgment	Rockline sought reconsideration and refiled under Rule 60(b); argued the clause's language mandates treatment as liquidated damages	Court did not resolve Rule 60(b) availability; instead used its plenary power to vacate the prior ruling and grant relief to Rockline

Brazen v. Bell Atlantic Corp., 695 A.2d 43 (Del. 1997) (contract language calling a termination fee "liquidated damages" means it must be analyzed as liquidated damages rather than a mere termination-triggered payment)
State v. Guthman, 619 A.2d 1175 (Del. 1993) (courts possess plenary power to vacate, modify, or set aside orders to ensure proper administration of justice)