NO. al--b
\!ik`i 'L&-&Z COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LEONARD C. MEEKER, **
Plaintiff **
V . *
*
C. WILLARD BRYANT, CHARLES W. *
COLE, JR., AVERY C. FAULKNER, *
J. BURTON FRIERSON, GODFREY S. * Civil Action #6245 (1980)
ROCKEFELLER, VIRGINIA B. SHER- *
WOOD, JACOB W. SLAGLF:, A. PARKER *
TCRRYBERRY, RICHARD B. TULLIS, *
RICHARD C. VAN DUSEN, JOSEPH R. *
VnRLEY, XRFDITH WOOD, JR., *
HILLSBORO CLUB, and HILLSBORO *
XSOCIATION, INC., a Delaware *
corporation, *
Defendants *
MEMORANDUM (Unreported) OPINION
Date submitted: February 12, 1981
Date decided: May 12, 1981
ON VARIOUS DEFENDANTS' MOTIONS TO DISMISS: GRANTED AS TO
DEFENDANT ilIL.LSBORO CLUB, INC. and DENIED AS TO THE OTHER
DEFENDANTS.
Irving Morris, Esquire, and Kevin Gross, Esquire, of MORRIS AND
ROSENTHAL,,P.A., P. 0. Box 1070, Xilmington, DE 19899,
attorneys for the plaintiff
R. Franklin Balotti, Esquire, of RICHARDS, LAYTON & FINGER, P. 0.
Box 551, Wilmington, DE 19899; and Richard 2. Freemann, Jr.,
Esquire, and George E. Moore, Esquire, of BALLARD, SPAHR,
ANDREWS & INGERSOLL, 30 South 17th Street, Philadelphia,
PA 19103, attorneys for the defendants
MARTNETT, Vice Chancellor
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The complaint alleges that th<: defendants perpetrated a reverse
stock split of the stock of defendant Hillsboro Association, Inc., a
Delaware corporation, in violation of Delaware law and in breach of
SNIPPETS:
Irving Morris, Esquire, and Kevin Gross, Esquire, of MORRIS AND ROSENTHAL,,P.A., P. 0.
Box 1070, Xilmington, DE 19899, attorneys for the plaintiff R. Franklin Balotti, Esquire, of
The complaint alleges that th<: defendants perpetrated a reverse stock split of the stock of
,It therefore seeks relief in the form of rescission of the reverse stock split or,
Defendant Hillsboro Assoc,iation, Inc., a Delaware corporation which is the corporation whose
' Defendant Iiillsboro Club, Inc., a Florida corporation moved to dismiss on the grounds that
Danby v. Osteopathic Hospital Ass'n of Delat:are,
The facts, construed most favorably to the plaintiff, are: The Association, a Delaware
The Directors' motion to dismiss this action for lack of jurisdiction of this Court over them
He argues that The Club caused tortious injury to the minority shareholders of the
The acceptance shall be an acknowledgement of the agreement of such nonresident that any
As to a cause of action arising from any of the acts enumerated in this section, a court may
Service of the leqal process provided for in this section with the fee of $2 shall be made
g the filing with the court of the proof of the nonreceipt ofi notice provided for in subsection of
such service is as effectual to all intents and purposes as if it had been made upon such
contention that The Club has purposefully availed itself of the benefits and protections of
to serve as a vehicle for the acquisition of the Borg-Warner stock.
The Association argues that The Club, which as previously indicated must be dismissed as a
It then argues that if rescission cannot be granted because of the absence of The Club as a
Rescission is a remedy which the Court of Chancery has exclusive jurisdiction to grant.
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