(Download) "Trans World Airlines v. Summa Corporation" by New Castle Court of Chancery of Delaware * Book PDF Kindle ePub Free
eBook details
- Title: Trans World Airlines v. Summa Corporation
- Author : New Castle Court of Chancery of Delaware
- Release Date : January 25, 1977
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 70 KB
Description
MARVEL, Chancellor. This action for an accounting of damages allegedly sustained by a corporate subsidiary as the result of actions of its parent
and such parent's sole stockholder, taken in alleged breach of the rights of plaintiff's minority stockholders, was filed
in 1962 by plaintiff Trans World Airlines, Inc., hereinafter referred to as TWA, against such parent, Hughes Tool Company,
hereinafter referred to as Toolco, 1 and the late Howard R. Hughes, Toolco's sole stockholder. However, after the disposal
of preliminary motions, proceedings in Delaware were informally held in abeyance for many years while the parties litigated
the basic matters in issue in a companion case based on the theory that defendants' alleged breaches of fiduciary duty to
plaintiff constituted violations of federal anti-trust laws, which federal action was ultimately resolved in favor of the
defendants by the Supreme Court of the United States on the ground that the Civil Aeronautics Board has approved the transactions
complained of by plaintiff thus allegedly granting them immunity from attack in this Court. TWA thereupon took steps to revive
the present action, 2 relying on principles of Delaware corporate law having to do with the common law duties of corporate
fiduciaries. The opposing parties have filed cross motions for summary judgment on the basis of the present record and this
is the opinion of the Court on such motions. While the companion federal case was concerned with substantially the same subject
matter as that involved here, such case, as noted above, was ultimately decided on the narrow ground of Civil Aeronautics
Board approval of actions of the defendants affecting plaintiff, and the final order therein is allegedly not dispositive
of this present action which is based on alleged breaches of Delaware fiduciary law on the part of a majority stockholder.
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