Woods v. Spoturno

Decision Date17 February 1936
Citation183 A. 319,37 Del. 295
CourtDelaware Superior Court
PartiesJOHN F. WOODS v. ROLAND ALPHEE SPOTURNO, also known as Roland Alphee Coty, Administrator of Francois Coty, Deceased, and CHRISTIANE YVONNE CATHERINE SPOTURNO SERWIN, Administratrix of Francois Coty, Deceased

[Copyrighted Material Omitted]

Superior Court for New Castle County, scire facias, No. 25 January Term, 1935, on a Foreign Attachment Judgment (No. 62 to the January Term, 1934) of John F. Woods against Francois Coty.

The foreign attachment judgment on which the writ of scire facias was issued was based on bills of exchange payable in French francs, executed by Francois Coty, and held by John F. Woods, the plaintiff. It was procured by default and a jury by an inquisition at bar subsequently found that when such bills of exchange were translated into American money the amount due thereon was $ 1,144,089.27.

Shortly after the entry of that judgment Mr. Coty died and letters of administration on his estate were granted to the defendants by the Register of Wills for New Castle County, in this state. The scire facias in question was subsequently issued and served on such defendants for the purpose of making them, as personal representatives of Mr. Coty, parties to that judgment.

The case was heard:

1. On the motion of the defendants' attorneys to quash the said writ of scire facias, and the service thereof, on the ground that it appeared from the judgment record that the alleged stock interests of Mr. Coty attached by the plaintiff were not only equitable in their nature, but were not registered on the corporate records, and, therefore, were not subject to the attachment laws of this state. By reason of that fact they further contended that the foreign attachment judgment on which the writ was issued was void on its face, and, therefore, could be attacked in a collateral proceeding.

2. On the cross motion of the plaintiff's attorney to refuse the defendants' motion and to strike it from the record.

The return of the sheriff attached to the writ issued in the attachment proceedings shows that he seized under that writ:

"First--606,661 shares of the capital stock of Coty, Inc., a corporation of the State of Delaware, owned by Francois Coty, but registered in the names of nominees of said Francois Coty, and also all the rights and interests of said Francois Coty in said 606,661 shares of stock, being more particularly identified and described as follows."

That paragraph of the sheriff's return then, in substance, stated that 576,911 shares of that stock, specifying the certificate numbers and the shares represented thereby, were registered in the name of Lee & Co., a nominee of Francois Coty, and that the remaining 29,750 shares thereof, specifying the certificate numbers and the shares represented by each certificate, were registered in the name of Hurley & Co., also a nominee of Francois Coty.

"Second--All other of Francois Coty's shares of stock in Coty, Inc., a corporation of the State of Delaware, with all the rights thereto belonging, and any option of Francois Coty to acquire such shares, and also any rights and interests of Francois Coty in shares of the capital stock of Coty, Inc., a corporation of the State of Delaware."

The plaintiff's attorney admitted that both Lee & Co., and Hurley & Co., were New York brokerage houses.

The property rights and interests of Francois Coty in the 606,661 shares of Coty, Inc., a Delaware corporation, standing in the name of Lee & Co., and Hurley & Co., which the return of the sheriff states that he attached and which rights were specifically described in the "First" paragraph of that return, were in accordance with sworn statements made by John F. Woods, the plaintiff, in the attachment affidavit filed by him. That affidavit was a part of the record of this case and no other property rights of Mr. Coty are referred to in it. The language of the "Second" paragraph of the sheriff's return was much less specific, but at the argument of the case the plaintiff's attorney admitted that the only property rights or interests of Mr. Coty in the capital stock of Coty, Inc., attached by the sheriff were those specifically mentioned and described in the plaintiff's affidavit and in the "First" paragraph of his return on the writ.

It also appeared from the return of the sheriff that the foreign attachment writ was served on the resident agent of Coty, Inc. The certificate filed by the agent with the sheriff pursuant to the provisions of Section 96, of the Corporation Law (Rev. Code 1915, § 2010), as amended by Chapter 105, § 2, Volume 33, Laws of Delaware, and attached to the sheriff's return, in substance, stated that it appeared from the books of Coty, Inc., in his possession that of the 607,111 shares of the capital stock of that corporation described in the affidavit accompanying the attachment writ served by the sheriff in this case 576,911 shares were registered in the name of Lee & Co., and 29,750 shares were registered in the name of Hurley & Co. That certificate also stated that it appeared from such books that no stock of Coty, Inc., was registered in the name of Francois Coty; and further, that they did not show that Francois Coty had any option to acquire any shares of stock in Coty, Inc., or any rights or interests in any such shares.

Sections 95, 96 and 97 of the Corporation Law (Rev. Code 1915, §§ 2009-2011), as amended by Chapter 105, §§ 1-3, Volume 33, of the Laws of Delaware, provided:

Section 95. "The shares of any person in any incorporated company, with all the rights thereto belonging, or any person's option to acquire such shares, or his right or interest in such shares, may be attached for debt, or other demands; and so many of said shares, or so much of such option, right or interest therein may be sold at public vendue, to the highest bidder, as shall be sufficient to satisfy the debt, or other demand, interest and costs, upon an order issued therefor by the court from which the attachment process issued."

Section 96. "When shares of stock, or any option to acquire such, or any right or interest in such, shall be so attached, a certified copy of the process shall be left by the officer with the President, Cashier, Treasurer, any Director, or the resident agent of the company, who shall give such officer a certificate of the number of shares held or owned by the debtor in such company, with the number or other marks distinguishing the same, or in case such debtor appears on the books of the company to have an option to acquire shares of stock or any right or interest in any shares of stock of such company there shall be given such officer a certificate setting forth any such option, right or interest in the shares of such company in the language and form in which such option, right or interest appears on the books of such company, anything in the Charter or by-laws of the company to the contrary notwithstanding."

Section 97. "If the shares of stock or any of them or such option to acquire shares or any such right or interest in shares, or any part of them, be sold as aforesaid, any assignment, or transfer thereof, by the debtor, after attachment so laid, shall be void; and if, after sale made and confirmed, a certified copy of the order of sale and return be left with such President, Cashier, or Treasurer, the purchaser shall be thereby entitled to the shares or any option to acquire shares or any right or interest in shares so purchased, and all income, or dividends, which may have been declared, or become payable thereon since the attachment laid; and such sale, returned and confirmed, shall transfer the shares, or the option to acquire shares or any right or interest in shares sold to the purchaser, as fully as if the debtor, or defendant, had transferred the same to him according to the Charter and by-laws of the company; anything in said Charter, or by-laws, to the contrary notwithstanding."

Section 26, of Article 4, of the Constitution of 1897, provided:

"By the death of any party, no suit in chancery or at law, where the cause of action survives, shall abate, but, until the General Assembly shall otherwise provide, suggestion of such death being entered of record, the executor or administrator of a deceased petitioner or plaintiff may prosecute the said suit; and if a respondent or defendant dies, the executor or administrator being duly served with a scire facias thirty days before the return thereof shall be considered as a party to the suit, in the same manner as if he had voluntarily made himself a party; and in any of those cases, the court shall pass a decree, or render judgment for or against executors or administrators, as to right appertains."

The defendant's motion is refused.

Aaron Finger (of Richards, Layton & Finger) for plaintiff.

John Biggs, Jr., and Stewart Lynch (of Biggs, Biggs and Lynch) for defendants.

Hugh M. Morris and G. Burton Pearson, Jr., by leave of the court, as amici curiae, also filed a brief in support of certain of the contentions made by the defendants.

HARRINGTON and RICHARDS, J. J., sitting.

OPINION

HARRINGTON, J.

The plaintiff, John F. Woods, procured a judgment by default in this court in a foreign attachment proceeding against Francois Coty, the French perfumery manufacturer, and a resident of France, for $ 1,144,089.27. Francois Coty subsequently died and the plaintiff issued a scire facias on that judgment in order to make the personal representatives of Mr. Coty parties to it; and the case is before us on a motion of the defendants to dismiss that writ and to quash the services of it. Other contentions are made but this motion is mainly based on the contention that the judgment is void on...

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