Harrison v. Chapin

This appeal was carefully and thoroughly considered by the Court of Chancery. The Trial Court’s opinion is reported [Chapin v. Benwood Foundation, Inc., Del.Ch., 402 A.2d 1205 (1979)] and we rely on that opinion for a full development of the facts of the case.

We also find that one brief portion of the Vice Chancellor’s opinion is dispositive of the motion for summary judgment filed by the applicant and several respondents. The Vice Chancellor wrote at 402 A.2d 1210:

“. . [A]s the pleadings concede, the basis for the original balanced board, and thus the reason for the birth of the succession agreement idea, was to protect the Thomas Companies from internal ex *1069 ploitation and waste after Hunter’s death while at the same time to guarantee that the Thomas Companies could not be disposed of as a Benwood asset by the decision of persons who might not have full knowledge of the capabilities and prospects of the Thomas Companies at a given time. Thus, the purpose of the agreements was to protect the primary asset of Benwood. Since that asset has now been disposed of to the benefit of Benwood, the basis for the duty that the amicus would find in the trustees has vanished also.”

We agree with the above quoted remarks of the Vice Chancellor and therefore affirm the judgment of the Court below on that ground without reaching the other matters argued by counsel.