Greenly v. Davis

• Citation: 486 A.2d 669
• Parties: William Allen GREENLY, Plaintiff Below, Appellant, v. William K. DAVIS and Kathleen Davis, Defendants Below, Appellees. . Submitted:
• Decision Date: 17 October 1983
• Court: United States State Supreme Court of Delaware

Page 669

486 A.2d 669

William Allen GREENLY, Plaintiff Below, Appellant, v. William K. DAVIS and Kathleen Davis, Defendants Below, Appellees.

Supreme Court of Delaware.

Submitted: Oct. 17, 1983.

Decided: Jan. 17, 1984.

Upon appeal from Superior Court. Affirmed.

Benjamin F. Shaw, III (argued), James C. Eberly, Sr., Georgetown, for plaintiff below, appellant.

Arthur G. Connolly, Jr., (argued), James S. Green, Connolly, Bove, Lodge & Hutz, Wilmington, for defendants below, appellees.

Before HERRMANN, C.J., and HORSEY and CHRISTIE, JJ.

PER CURIAM.

Plaintiff-appellant, William A. Greenly, filed a suit in the Superior Court against defendants-appellees, William K. Davis and Kathleen Davis, alleging a breach of a contract for the sale of stock in two corporations. Defendants filed a motion to dismiss the case for lack of personal jurisdiction and for insufficiency of notice to the nonresident defendants of substituted service of process. The Superior Court granted defendants' motion ruling that the Court lacked jurisdiction and that notice of the service of process had not met statutory requirements.

On appeal, plaintiff contends that: (a) the trial judge failed to view the record in the light most favorable to the plaintiff even though the law required that he do so, (b) the trial judge made an erroneous interpretation of the Delaware long-arm statute 10 Del.C. § 3104(c)(1) and (2) ¹, when he found that a contract for the sale of stock which was to be delivered in Delaware did not bring the contracting parties within the jurisdiction of Delaware courts, and (c) the trial judge erred in requiring strict compliance with the notice provisions of the long-arm statute as set forth in 10 Del.C. § 3104(d). ²

Plaintiff contends that the trial judge in considering the motion to dismiss actually picked and chose facts from among conflicting affidavits on the factual issues surrounding the application of the long-arm statute, and that he thereby ignored the well-established rule that the record be viewed in the light most favorable to the non-moving party and that all reasonable inferences be considered most strongly in favor of plaintiff. We have examined the record on which the trial judge relied and the conclusions he reached. We find no error in what the trial court did. It is true that the trial judge did rely on William K. Davis' specific factual assertions as to where most of the negotiations between the parties took place, and he concluded that the negotiations took place in Pennsylvania. In so doing, he gave little weight to vague, general assertions contained in plaintiff's counter-affidavit where plaintiff asserted that he had met on "numerous occasions" with defendant William K. Davis at Greenwood, Delaware but failed to state when the meetings occurred or that they were related to the contract in question. This was appropriate in view of the wording of the affidavits. The burden was upon the plaintiff to make a specific showing that the Delaware court has jurisdiction under the long-arm statute. McNutt v. General Motors Acceptance Corp. of Indiana, Inc., 298 U.S. 178, 56 S.Ct. 780, 80 L.Ed. 1135 (1936); Harmon v. Eudaily, Del.Super., 407 A.2d 232 (1979), aff'd, Del.Supr., 420 A.2d 1175 (1980); ALTECH Indus., Inc., v. Al Tech Specialty Steel Corp., 542 F.Supp. 53 (D.Del.1982). However, as we view the record, the trial judge did not resolve any clear dispute of fact against plaintiff, and his findings of fact do not conflict with any specific assertions made by plaintiff.

The record indicates that defendant William K. Davis and his daughter, defendant Kathleen Davis, are residents of Pennsylvania. They were owners of the stock of Delaware/Penn Fibre Co., Inc., a Delaware corporation, and of Penn Fibre and Specialty Co., Inc., a Pennsylvania corporation. Kathleen Davis has never transacted any business in any capacity in Delaware, and William K. Davis has never transacted business in Delaware in any individual capacity. Any business he conducted in Delaware was in his capacity as an officer and director of Delaware/Penn Fibre Co., Inc. and none of the business so transacted gave rise to this lawsuit.

The two companies were actively engaged in the research, development, manufacture, and sale of electrical and automotive products used both in the United States and abroad. Each company had independent and active Boards of Directors and officers; each kept separate, regular, and complete business records; and each had between 30 and 35 active, full-time employees. Mr. Davis was not the president or general manager of either company and both companies had active presidents and general managers who ran the businesses. Mr. Davis' activities for the companies were confined mainly in the research and development fields. His office was located in the building of the Pennsylvania company. When Mr. Davis did travel to the Delaware plant, he did so as a corporate official for consultation on purchases of machinery and materials, meetings with customers and suppliers, checking on plant operations and sales, and to consult on labor matters.

Plaintiff Greenly was interested in buying the stock of these corporations, and he or his representative negotiated with Mr. Davis or his representative at numerous meetings. It is undisputed that many of the meetings were held in Pennsylvania. Plaintiff alleges (and defendants deny) that the meetings culminated in a contract for the sale of the stock. Plaintiff further alleges that defendants breached the contract.

Plaintiff contends that Delaware courts have...