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. )