Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
Delaware Superior Court
53 A.2d 441 (Del. Sup. Ct. 1947)
There were 1000 outstanding shares of Ringling Bros.-Barnum & Bailey Combined Shows (Ringling Bros.). Edith Conway Ringling (Mrs. Ringling) (plaintiff) owned 315; Aubrey Ringling Haley (Mrs. Haley) (defendant) owned 315; and John Ringling North (Mr. North) (defendant) owned 370. Mrs. Ringling and Mrs. Haley entered into an agreement which provided that they would always vote their shares jointly and in the same way. The agreement provided that if they could not agree on how to vote their shares, the issue would be submitted to binding arbitration. At a 1946 annual meeting, the women disagreed on whom to elect to one of the Ringling Bros. director positions. They agreed that Mrs. Ringling would vote for herself and her son, and that Mrs. Haley would vote for herself and Mr. Haley. However, they could not agree on a fifth director. The arbitrator directed the women to cast 4/5 of their votes as provided above, but the final 1/5 of their votes in favor of a Mr. Dunn. Instead of doing this, Mr. Haley (as proxy for Mrs. Haley) cast all of Mrs. Haley’s votes for himself and Mrs. Haley, omitting Mr. Dunn. Mr. North, meanwhile, voted for himself, a Mr. Woods, and a Mr. Griffin as he was entitled to do since he was not a party to the agreement between Mrs. Ringling and Mrs. Haley. The chairman of the Ringling Bros. board ruled that the following were elected to the seven-member Ringling Bros. board: Mrs. Ringling, her son, Mrs. Haley, Mr. Haley, Mr. Dunn, Mr. North, and Mr. Woods. Thus, Mr. Dunn was elected, and not Mr. Griffin, as would have been the case the way Mrs. Haley voted in violation of the agreement. At the next stockholders’ meeting, Mr. Griffin attempted to join in the voting despite the arbitrator’s and the chairman’s ruling and Mrs. Ringling brought suit, seeking declaratory relief. The Delaware Court of Chancery ruled that the agreement between Mrs. Ringling and Mrs. Haley was valid and binding and ordered a new election to be held before a master to see that the terms of the agreement were followed.
Rule of Law
Holding and Reasoning (Pearson, J. )
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 174,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,000 briefs, keyed to 188 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.