EL Bruce Company v. State
Cases that cite this one
17 later published cases cite this decision.
- Mmi Investments, L.L.C. v. Eastern Co. (Connecticut Superior Court 1996)
- Western Pacific Industries, Inc. v. Liggett & Myers, Inc. (Court of Chancery of Delaware 1973)
- Mite Corporation v. Heli-Coil Corporation (Court of Chancery of Delaware 1969)
- Hughes v. Trans World Airlines, Inc. (Del. 1962)
- Credit Bureau of St. Paul, Inc. v. Credit Bureau Reports, Inc. (Court of Chancery of Delaware 1972)
- Davidson v. Ecological Science Corp. (Fla. Dist. Ct. App. 1972)
- Henshaw v. American Cement Corporation (Court of Chancery of Delaware 1969)
- Western Air Lines, Inc. v. Kerkorian (Del. 1969)
- General Time Corporation v. Talley Industries, Inc. (Del. 1968)
- Panhandle Cooperative Royalty Company v. McLain (Okla. 1960)
- Martin Floreani v. Flosports, Inc. (Court of Chancery of Delaware 2024)
- Kortüm v. Webasto Sunroofs, Inc. (Court of Chancery of Delaware 2000)
- Thomas & Betts Corp. v. Leviton Mfg. Co. (Court of Chancery of Delaware 1995)
- Thomas & Betts Corp. v. Leviton Manufacturing Co. (Court of Chancery of Delaware 1995)
- BBC Acquisition Corp. v. Durr-Fillauer Medical, Inc. (Court of Chancery of Delaware 1992)
- Skoglund v. Ormand Industries, Inc. (Court of Chancery of Delaware 1976)
- Briggs Manufacturing Company v. Crane Co. (District Court, E.D. Michigan 1960)
This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.
Opinion
Relators filed a petition for mandamus in the Superior Court of New Castle County to compel the inspection of the stock ledger of the E. L. Bruce Company. On the relators’ motion for summary judgment the Superior Court granted the writ and refused a stay pending appeal. The inspection is set for September 12. Because the granting of a stay by this Court would defeat or impair the right of inspection, and the denial of the stay would in effect render the appeal fruitless, we have been required to consider the merits of the case.
Our conclusions upon the matter are as follows:
1. Relators are holders of at least 8,000 shares of stock of the Bruce Company. In recent months they appear to have been purchasing additional shares.
2. Relators are engaged in a contest with management of the Bruce Company for control of that company. They desire to inspect the stock ledger for the purpose of communicating with the other stockholders. They wish to solicit support for their slate of directors at the forthcoming stockholders’ meeting of the company in October, or to attempt to buy additional stock from the other stockholders, or both.
3. The disputed issues between the parties are two: (a) whether the corporation controlled by relators is in substantial competition with the Bruce Company; and (b) the amount of relators’ investment in recent stock purchases and the terms of such purchases.
4. The admitted purpose of inspection is one directly related to relators’ status as stockholders and is not an unlawful or improper purpose within the holding in State ex rel. Theile v. Cities Service Co., 31 Del. 514, 115 A. 773. Inspection *254 of the stock ledger to solicit proxies at the stockholders’ meeting is obviously proper; and an intention to purchase additional shares from other stockholders is likewise proper. Crouse v. Rogers Park Apartments, 343 Ill. App. 319, 90 N. E. 2d 404.
5. The disputed issues are not in our opinion material to this case.
(a) That the relators’ corporation is a competitor of the Bruce Company does not of itself defeat the stockholders’ statutory right of inspection. State ex .rel. Watkins v. Cassel, Mo. App., 294 S. W. 2d 647. The possibility that the relators, if successful in their attempt to win control, may abuse that control is mere speculation. If such control is won and abused the minority has its remedy in the courts.
(b) The amount of relators’ recent investment in shares of stock of the Bruce Company, and the terms of purchase of such stock, are immaterial, since it is admitted that relators own at least 8,000 shares of stock.
6. It follows that the Superior Court was correct in granting the motion for summary judgment.
The motion for a stay pending appeal is denied.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.