326 U.S. 549 (1946), 100, Williams v. Green Bay & Western R. Co.

Docket Nº:No. 100
Citation:326 U.S. 549, 66 S.Ct. 284, 90 L.Ed. 311
Party Name:Williams v. Green Bay & Western R. Co.
Case Date:January 07, 1946
Court:United States Supreme Court
 
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Page 549

326 U.S. 549 (1946)

66 S.Ct. 284, 90 L.Ed. 311

Williams

v.

Green Bay & Western R. Co.

No. 100

United States Supreme Court

Jan. 7, 1946

Argued December 10, 1945

CERTIORARI TO THE CIRCUIT COURT OF APPEALS

FOR THE SECOND CIRCUIT

Syllabus

Petitioners, residents of New York and holders of Class B debentures issued by respondent, a Wisconsin corporation, brought suit in a New York court to recover amounts due and payable under the debentures out of earnings in lieu of interest. Under the covenant in the Class B debentures, the holders thereof were entitled to all of the remaining net earnings each year after holders of Class A debentures had received 5% on the face value thereof and stockholders had received 5% on the par value of the stock, the amounts payable to the Class B debenture holders to "be fixed and declared by the Board of Directors." Respondent's railroad lines were wholly in Wisconsin, and its president and general auditor were there. However, it did business in New York; its Class B debentures were payable, listed, and traded in there; it maintained its financial office, a traffic office, and a bank account there; five of its six directors (including all of the executive and fiscal officers except the president and general auditor) and two of the three members of its executive committee were there; directors' meetings were customarily held there, and its financial records, transfer books, minute books, and the like were kept there. After removing the case to a federal district court in New York on the grounds of diversity, respondent moved to dismiss on the ground that the suit concerned the internal affairs of a foreign corporation, and could more conveniently

Page 550

be tried in the state of its incorporation. The district court granted the motion.

Held:

1. It was improper to dismiss the suit on the ground of forum non conveniens. Pp. 552, 560.

2. This rule was designed as an instrument of justice to prevent a case from being tried in one court when, in fairness, it should be tried in another. (Illustrations given.) P. 554.

3. When it is invoked, each case turns on its facts. P. 557.

4. The relief sought, a money judgment, was not of such a character that a federal court in New York would be so handicapped that it should remit the parties to Wisconsin. P. 558.

5. Nor should the case have been remitted to Wisconsin on the theory that a construction of the covenant would primarily affect the interests of the public in that State. P. 558.

6. Since the suit sought only a money judgment, it did not involve sufficient interference in the internal affairs of the foreign corporation to justify dismissal on forum non conveniens. P. 559.

7. Under the facts in this case, it would not be vexatious or oppressive to entertain the suit in New York, whether the availability of witnesses or any other aspect of a trial be considered. P. 559.

147 F.2d reversed.

Certiorari, post, p. 699, to review affirmance of a judgment, 59 F.Supp. 98, dismissing a suit under the rule of forum non conveniens.

DOUGLAS, J., lead opinion

MR. JUSTICE DOUGLAS delivered the opinion of the Court.

Petitioners, residents of the City of New York, are holders of Class B debentures issued by respondent railroad company, a Wisconsin corporation. They brought this suit in the New York courts to recover amounts alleged to be due and payable under the debentures out of earnings in lieu of interest. On petition of respondent, the

Page 551

action was removed to the federal District Court for the Southern District of New York on the grounds of diversity. Respondent thereupon moved (1) to set aside the service because respondent was not doing business in New York, and (2) to dismiss because the subject matter was concerned with the internal affairs of a foreign corporation. The District Court denied the first motion, but granted the second. 59 F.Supp. 98. On appeal, the Circuit Court of Appeals affirmed by a divided vote, holding that the District Court did not abuse its discretion in basing its dismissal on forum non conveniens. 147 F.2d 77. We granted certiorari because of the importance of the question presented.

The Class B debentures, issued in 1896, have no maturity date. Their principal is payable "only in the event of a sale or reorganization" of the company and "then only out of any net proceeds" remaining after specified payments to the Class A debentures and to the stock. The covenant in the Class B debentures out of which this litigation arises is set forth below.1 The Circuit Court of

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Appeals was divided as to its meaning. The majority concluded that, even though there were net earnings after the payments to the Class A debentures [66 S.Ct. 286] and to the stock, the directors had discretion to determine whether or not that sum should be paid to the Class B debentures. The court thereupon held, in reliance on Rogers v. Guaranty Trust Co., 288 U.S. 123; Cohn v. Mishkoff-Costello Co., 256 N.Y. 102, 175 N.E. 529; Cohen v. American Glass Window Co., 126 F.2d 111, that the suit concerned the internal affairs of respondent and could better be tried in Wisconsin, the state of its incorporation. The minority thought that the amount of net earnings remaining after deducting the payments made to the Class A debentures and to the stock was to be paid to the Class B debentures, that the directors had no discretion to withhold such amounts, and that their payment involved nothing more than a ministerial act.2 In that view, the suit was substantially the same as one for a liquidated sum, and would entail no interference with the internal affairs of a foreign corporation.

We leave open the question of the proper construction of the "net earnings" covenant in the Class B debentures. Although we assume that the majority of the court below

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was right in its interpretation of the covenant, we think it was improper to dismiss the case on the grounds of forum non conveniens.

Rogers v. Guaranty Trust Co., supra, is the only decision of this Court holding that a federal court should decline to hear a case because it concerns the internal affairs of a corporation foreign to the State where the federal court sits. A corporation chartered by one State commonly does business in the farthest reaches of the nation. Its business engagements -- the issuance of securities, mortgaging of assets, contractual undertakings -- frequently raise questions concerning the construction of its charter, bylaws and the like, or the scope of authority of its officers or directors, or the responsibility of one group in the corporate family to another group. All such questions involve, in a sense, the internal affairs of a corporation -- whether, in a suit on a contract the corporation interposes the defense of ultra vires, or a bondholder sues on his bond or a stockholder asserts rights under his stock...

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