Bowles v. The R. G. Dun-Bradstreet Corp.
| Decision Date | 18 April 1940 |
| Citation | 25 Del.Ch. 32,12 A.2d 392 |
| Court | Court of Chancery of Delaware |
| Parties | THOMAS KINSEY BOWLES, heir at law and next of kin of LUCY WORTHAM JAMES, deceased, late of the State of Rhode Island, on his own behalf and on behalf of all the heirs at law and next of kin of said decedent, v. THE R. G. DUN-BRADSTREET CORPORATION, a corporation of the State of Delaware, RALPH HAYES, WILLIAM GREENOUGH and FULTON TRUST COMPANY OF NEW YORK, individually, and as Executors and Trustees of a purported Last Will and Testament of LUCY WORTHAM JAMES, deceased, and purported codicils thereto |
BILL IN EQUITY filed by the complainant, as an alleged heir at law and one of the next of kin of Lucy Wortham James, deceased.
Case heard (1) on a general demurrer filed to the complainant's bill by The R. G. Dun-Bradstreet Corporation; (2) on a special demurrer filed thereto by Ralph Hayes, individually, alleging that the bill of complaint did not show any right of action in the complainant, and that it did not set forth any cause of action against him; and (3) on the motion of the said Ralph Hayes, as one of the executors and trustees under the last will and testament of Lucy Wortham James, deceased, appearing specially, to vacate and set aside the service of process on him in his representative capacity.
The material allegations of the bill will sufficiently appear in the opinion of the court. The prayers were numerous and lengthy, but, in substance, the relief sought was:
(1) To enjoin the executors and trustees, named in the will of Lucy Wortham James, and The R. G. Dun-Bradstreet Corporation from transferring any of the stock issued by that corporation, and owned by the said decedent, at the time of her death, to anyone except a representative of her estate, appointed by the courts of Rhode Island; from receiving any dividends on that stock, or from paying said dividends to any person other than such representative appointed in the State of Rhode Island.
(2) To enjoin The R. G. Dun-Bradstreet Corporation from paying dividends on any of its stock, standing in the name of Lucy Wortham James at the time of her death, or from transferring any of such stock on its books to anyone except a representative of her estate, appointed by the courts of Rhode Island.
(3) To determine the title to The R. G. Dun-Bradstreet Corporation preferred and common stock, owned by the said Lucy Wortham James at the time of her death, and whether executors, who merely qualified in the State of New York, had the right under the facts alleged, to administer on shares of stock issued by a Delaware corporation.
The issuance of a restraining order and a preliminary injunction were, also, prayed for.
On the motion for the issuance of a preliminary injunction, it appeared from an affidavit filed on behalf of The R. G Dun-Bradstreet Corporation that it maintained a stock transfer office in the City and State of New York; that, at the time of the death of the said Lucy Wortham James, 51,672 shares of its common stock and 7,036 shares of its preferred stock stood in her name on the books of that corporation that thereafter all of said shares were transferred at that office either to Brownlie & Company, as the nominee of Fulton Trust Company of New York, Ralph Hayes and William Greenough executors named in the last will and testament of the said Lucy Wortham James, deceased, or to the said Fulton Trust Company of New York, Ralph Hayes and William Greenough trustees under the will of said decedent; that such transfer was in accordance with apparent authority furnished The R. G. Dun-Bradstreet Corporation at the time the certificates for said shares were presented for transfer; that no shares of either the preferred or the common stock of The R. G. Dun-Bradstreet Corporation had stood in the name of Lucy Wortham James since April 29th, 1938; that said executors subsequently sold a portion of the shares represented by the certificates outstanding in the name of their nominee, so that on October 17th, 1939, there were outstanding 31,672 shares of its common stock and 7,036 shares of its preferred stock in the name of said trustees, and 7,400 shares of its common stock in the name of Brownlie & Company, which held said stock for said executors, and as their nominee. These statements were not denied by any affidavits filed by the complainant.
The complainant's bill was filed September 20th, 1939, and process was served in this State on Ralph Hayes, both individually and as executor and trustee. The non-resident executors and trustees were served by substituted service.
Demurrers to the complainant's bill sustained, and motion, to quash the service of process, granted.
Harry Rubenstein, for complainant.
Robert H. Richards and Aaron Finger, of the firm of Richards, Layton & Finger, for The R. G. Dun-Bradstreet Corporation.
Hugh M. Morris, for Ralph Hayes, individually; he, also, appeared specially for Ralph Hayes, as executor and trustee.
This case is before the court on general and special demurrers to the complainant's bill; and on a motion to vacate the service of process on Ralph Hayes, as executor and trustee under the last will and testament, and the codicils thereto, of Lucy Wortham James, deceased.
The R. G. Dun-Bradstreet Corporation is a corporation of the State of Delaware, and the complainant seeks injunctive and other relief against some of the defendants, with respect to the stock issued by that corporation to Lucy Wortham James during her life time. The relief sought against The Dun-Bradstreet Corporation is, however, merely of an injunctive nature. Mrs. James died in the City of New York on January 19th, 1938, but was then domiciled in, and a legal resident of the City of Newport, Rhode Island. Prior to her death, she had executed a paper, purporting to be her last will and testament, and two codicils thereto, in which she named the Fulton Trust Company of New York, William Greenough, also of New York, and Ralph Hayes, of Wilmington, Delaware, as executors and trustees. The decedent left a considerable personal estate; some $ 33,000 of which was located in the City of New York. On February 3rd, 1938, her will and the codicils thereto were filed for probate in the Surrogate's Court in the City and County of New York. On November 12th, 1938, they were duly probated as such by that court, and letters testamentary thereon were granted to the said Fulton Trust Company, William Greenough and Ralph Hayes. It appeared from the probate proceedings that the decedent was a resident of the City of Newport, Rhode Island, and that such proceedings were, therefore of an ancillary nature. At the time of the death of the said Lucy Wortham James she was the record owner of 51,672 shares of common stock and 7,036 shares of the cumulative preferred stock of The R. G. Dun-Bradstreet Corporation, one of the defendants, which said stock had a value in excess of $ 2,000,000.00. The certificates evidencing that stock were then in the possession of William Greenough, in New York City, and were subsequently delivered by him to the said Fulton Trust Company, also one of the executors named in the will of the decedent. On June 16th, 1939, the executors of Lucy Wortham James filed an intermediate account on her estate in the Surrogate's Court in the City and County of New York. The complainant, one of the alleged heirs at law and next of kin of Mrs. James, has made repeated efforts to have her original will transmitted to Rhode Island for probate in that State, but, when this bill was filed, had not succeeded in having that done, and the only administration on her estate at that time was in the Surrogate's Court in New York. An application for the grant of letters on her estate in Rhode Island was, however, pending. On September 1st, 1939, the New York Surrogate's Court entered an order directing the executors of Lucy Wortham James to "proceed in the usual course with the administration of the estate of the said decedent in New York and proceed to sell the common capital stock of The R. G. Dun-Bradstreet Corporation," which, as has already been stated, is a corporation of the State of Delaware. All of these facts are alleged in the bill.
The bill also alleges:
1. That the executors of Lucy Wortham James "have and are continuing to dispose of said stock and are proceeding with the administration of the said decedent's entire estate as though a primary original domiciliary administration existed in the State of New York."
2. That the executors of Lucy Wortham James are about to sell and transfer The R. G. Dun-Bradstreet Corporation stock in question "in accordance with the order of the New York Surrogate's Court."
3. That such sale by the executors named in the will of the decedent will render any decree, that may be entered by the court of Rhode Island, in which State Lucy Wortham James was domiciled at the time of her death, a mere nullity, and will result in irreparable injury to the complainant.
Any and all relief sought against the defendants relates to shares of stock issued by The R. G. Dun-Bradstreet Corporation, which stood in the name of Lucy Wortham James at the time of her death, and which were, therefore, an asset of her estate; but it does not appear that the stock in question, or any part thereof, was bequeathed to the complainant by the will of Mrs. James, or by any of the codicils thereto.
It is elementary law that the complainant's interest in the subject-matter of a bill in equity must clearly appear from its allegations. No such interest, or injury to his rights, appear here; and that omission is fatal to his case. 1 Whitehouse Eq. Pr., § 89.
The complainant's theory, apparently, is that as the will of the decedent...
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