288 U.S. 123 (1933), 227, Rogers v. Guaranty Trust Co.

Docket Nº:No. 227
Citation:288 U.S. 123, 53 S.Ct. 295, 77 L.Ed. 652
Party Name:Rogers v. Guaranty Trust Co.
Case Date:January 23, 1933
Court:United States Supreme Court
 
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288 U.S. 123 (1933)

53 S.Ct. 295, 77 L.Ed. 652

Rogers

v.

Guaranty Trust Co.

No. 227

United States Supreme Court

Jan. 23, 1933

Argued December 15, 16, 1932

CERTIORARI TO THE CIRCUIT COURT OF APPEALS

FOR THE SECOND CIRCUIT

Syllabus

1. A stockholder, by becoming such, impliedly agrees that, in respect of its internal affairs, the corporation is governed by the laws of the its organization. P. 130.

2. It is settled doctrine that a court, state or federal, sitting in one State will, as a general rule, decline to interfere with or control by injunction or otherwise the management of the internal affairs of a corporation organized under the laws of another State, but will leave controversies as to such matters to the courts of the the domicile. P. 130.

3. Courts will exercise this discretion whenever considerations of convenience, efficiency and justice point to the courts of the the domicile as appropriate tribunals for the determination of the particular case. P. 131.

4. Stockholders of a New Jersey corporation brought suit in New York against the corporation, some of its directors, and other persons to enjoin the issuing and selling of stock to the officers, directors, and certain employees of the corporation, and to annul the shares issued. Only a few of the company's directors were residents of New York, and only a few of the stock allottees were before the court, though the conditions entitling all to receive the stock had been complied with, and presumably some of it had been delivered. The corporation had its principal business office in New York and had its registered office in New Jersey, where stockholders' meetings were held, and had property in New Jersey and did business there and in other States and countries. The controversy depended on a construction of statutes of New Jersey which had not been passed upon by New Jersey courts, and involved grave doubts. The New Jersey law afforded a ready and complete remedy through an action in rem and service by publication.

Held:

(1) That the corporation could not be regarded as having been organized in New Jersey to do all of its business elsewhere, and could not be treated as a local concern in New York. P. 131.

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(2) That the case was within the general rule (par. 2, supra), and the District Court did not abuse its discretion in dismissing it without prejudice. P. 132.

60 F.2d 114 reversed.

Certiorari to review the reversal of a decree dismissing the bills in two stockholders suits, which were begun in the Supreme Court of New York and removed to the District Court and consolidated. The opinion here directs that the decree of the District Court, 60 F.2d 106, be reinstated.

BUTLER, J., lead opinion

MR. JUSTICE BUTLER delivered the opinion of the Court.

Petitioner, plaintiff below, owns 200 shares of the common stock of the American Tobacco Company which he acquired prior to the passage of c. 175, p. 354, New Jersey Laws, 1920, that is here involved. He also owns 400 shares of common stock B. He brought two suits in the Supreme Court of New York: one against the tobacco company and some of its directors, the other against the trust company, Junius Parker, and others. On application of defendants, both were removed to the federal court for the southern district of that state. The first was discontinued as to some defendants, and the cases were consolidated. The defendants before the court are the two companies, Parker, and five of the seventeen directors of the tobacco company, including its president, one of its vice-presidents, and its secretary.

The tobacco company was organized under the laws of New Jersey, and in that state maintains its "principal

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and registered office" as designated in its charter, holds the stockholders' meetings, and does a substantial amount of business. It is authorized by the laws of New York to do business there, and [53 S.Ct. 296] has in New York City its principal place of business, where its directors usually meet, its executives have their offices, and most of its records are kept. It carries on business in that and many other states, and also in a number of foreign countries.

The grievances alleged by plaintiff concern the issue, allotment, and sale of stock of the tobacco company. June 25, 1930, the board of directors adopted a resolution recommending the reduction by one-half of the par value and the doubling of the number of shares of its common stock and common stock B. It had outstanding 526,997 shares of preferred stock, and, as a result of action in accordance with that recommendation, 1,609,696 shares of common and 3,077,320 shares of common B. And, by another resolution, the board advised approval by the stockholders of a plan for the issue and sale of common stock B to employees pursuant to chapter 175, New Jersey Laws, 1920. * The plan submitted accords to such employees

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and others actively engaged in the conduct of the business as may be selected an opportunity to purchase stock "by way of additional compensation for services to be rendered," and allots for subscription shares of unissued stock. The board may offer stock to such persons in the service at prices not less than par and upon other terms and conditions determined by the president pursuant to authority granted him for that purpose by the board. No employee or person actively engaged in the conduct of the business of the corporation or its subsidiaries shall be deemed ineligible to its benefits by reason of being also a director of the corporation or of any of its subsidiaries or of holding any office therein.

On July 28, 1930, the stockholders adopted the plan. And January 28, 1931, the board authorized a sale of 56,712 shares of common stock B at par value of $25 per share. It directed that there be furnished to the president, to be considered in determining to whom the stock should be allotted for purchase, a list showing the services rendered, and, having regard to the value of the same, the rating on a percentage basis given to each, together with the total amount of his compensation for 1930. It recommended that the basis of distribution should be the number of shares having par value equal to one-third of that year's compensation to each allottee rated at 100 percent and correspondingly less to those having lower ratings. And there was accorded to each of 535 employees, including directors and others active in the business, the right to subscribe for the new stock on that basis. All

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the shares allotted were sold at $25 for cash to the trust company. The trust company allowed each allottee to subscribe at the same price. At that time, it was worth $112. The agreement stated that this was by way of additional compensation for service to be rendered between January 31 and December 31, 1931; that, until the end of the year, no allottee could take up his stock; that he was entitled to have dividends applied on the purchase price, and that, if he should terminate his employment before the end of the year, the trustees were to decide whether he should have his allotment.

The complaint attacked the transaction upon the following grounds: the directors being disqualified by reason of their interest as allottees, the plan was not passed by a valid vote or adopted as required by c. 175. The subsequent vote of the stockholders, required by the statute to be predicated upon action by the board, was likewise invalid. The plan was ultra vires in that the allotment "by way of additional compensation for services to be rendered" violated c. 195, p. 566, New Jersey Laws, 1917. Under the Company's charter and the statutes of New Jersey -- section 124, Laws 1926 -- every stockholder had the right according to the number of his shares to have pro rata distribution of the stock in question. And the complaint prayed decree that the defendants be enjoined from carrying out the plan; that the stock be declared void and cancelled, and that the defendants, other than the tobacco company, be held for costs and damages sustained by that company.

Four defenses were set up: plaintiff failed to comply with Equity Rule 27. The stockholders including plaintiff ratified the allotments to the directors. The suit is an attempt to regulate [53 S.Ct. 297] the internal affairs of a corporation foreign to New York, and the United States District Court sitting therein should decline to take jurisdiction. The

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allotments were fair and reasonable, and were made in accordance with the company's bylaws and the statutes of New Jersey. Plaintiff moved for an order striking out the defenses as insufficient, and for a decree in accordance with the prayer of the complaint or, in the alternative, for an injunction pendente lite preventing the carrying out of the plan.

The District Court filed an opinion, 60 F.2d 106, in which it said:

In the present case, the validity of the shares sought to be cancelled depends primarily upon the interpretation and effect of the Act of 1920. The directors cited this statute as their authority for the plan when they formulated it, and have all along insisted that the plan is in conformity with the statute. The plaintiff takes the position that the statute is not applicable, and has been used by the directors merely as a cover for a raid upon the corporate treasury for their own profit. In addition, plaintiff submits that two other statutes, that of 1917 and that of 1926, must be taken as limiting the operation of the 1920 Act. It is obvious that the case presents not merely questions of fact, but questions of some complexity under the New Jersey laws. There seem to be no decisions of the New Jersey courts to serve as a guide in the proper construction and possible interrelation of...

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