Report. Plaintiffs concede that they did not prove affirmatively that the Directors knew of the anti-trust violations of the company's employees, or that there were any facts brought to the Directors' knowledge which should have put them on guard against such activities. 368, and thus obtained the aid of a Wisconsin court in compelling answers. 171 A.2d 381, a case in which the evidence established that certain directors in effect gave little or no attention to the very purpose for which their corporation was created, namely the purchase and sale of securities, control here, where the evidence establishes that corporate directors in fact paid close attention to the overall operation of a large corporation engaged in the manufacture and sale of diverse equipment throughout this continent and Europe. Had there been evidence of actual knowledge of anti-trust law violations on the part of all or any of the corporate directors, obviously such would have been presented to the grand jury. He satisfied himself that the company was not then and in fact had not been guilty of quoting uniform prices and had consented to the decrees in order to avoid the expense and vexation of the proceeding. It employs in excess of 31,000 people, has a total of 24 plants, 145 sales offices, 5000 dealers and distributors, and its sales volume is in excess of $500,000,000 annually. Richard F. Corroon, of Berl, Potter & Anderson, Wilmington, for Allis-Chalmers Manufacturing Co. SOUTHERLAND, C. J., and WOLCOTT and TERRY, JJ., sitting. These they were entitled to rely on, not only, we think, under general principles of the common law, but by reason of 8 Del.C. Sign up for our free summaries and get the latest delivered directly to you. Plaintiffs contend first of all that the fact that the Federal Trade Commission in 1937 caused orders to be filed directing Allis-Chalmers and others to cease and desist from alleged price fixing in the sale of condensers and turbine generators, action claimed to have been engaged in since 1933, in itself put the board on notice of the future possibility of illegal price-fixing. As such, an inspection of them may not be enforced. ALLIS-CHALMERS MANUFACTURING COMPANY et al., Defendants Below, Appellees. The 1960 indictments on the other hand charged Allis-Chalmers and others with parcelling out or allotting "successful" bids among themselves. Graham, the plaintiffs filed a derivative suit on . The Court concluded that the directors did not have actual knowledge of the illegal antitrust activities of employees, and two prior FTC decrees warning of antitrust violations did not give the directors notice of the possibility of future price fixings. 1963). We are largest vintage car website with the. However, the Briggs case expressly rejects such an idea. It has one hundred and twenty sales offices in the United States and Canada, twenty-five such offices abroad and is represented by some five thousand dealers and distributors throughout the world. ALLIS-CHALMERS 70 Online Auctions at EquipmentFacts.com. It is argued that they were thus put on notice of their duty to ferret out such activity and to take active steps to insure that it would not be repeated. The diverse nature of the manifold products manufactured by Allis-Chalmers, its very size, the nature of its operating organization, and the uncontroverted evidence of directorial attention to the affairs of the corporation, as well as their demeanor on the stand, establish a case of non-liability on the part of the individual *333 director defendants for any damages flowing from the price fixing activities complained of. Except for three directors who were unable to be in Court, the members of the board took the stand and were examined thoroughly on what, if anything, they knew about the price-fixing activities of certain subordinate employees of the company charged in the grand jury indictments. 2 . This contract was made between two corporations having an interlockingdirectorship, the directors, A, B and C, being common to the BODs of both companies. The fourth is under contract with it as a consultant. The request is for all correspondence, etc., arising out of or pertaining to meetings, conferences, telephone or other conversations in which the company's officers, *132 directors or employees participated "on any and all occasions from 1951 to the present," dealing with the subject matter of the indictments. During the years 1955 through 1959 the dollar volume of Allis-Chalmers sales ranged between a low of $531,000,000 and a high of $548,000,000 per annum. Alternately, under the
standard set by. Products of a standard character involving repetitive manufacturing processes are sold out of a price list which is established by a price leader for the electrical equipment industry as a whole. Delaware Court of Chancery. One of these, the Power Equipment Division, produced the products, the sale of which involved the anti-trust activities referred to in the indictments. In the 1963 case Graham versus Allis-Chalmers Manufacturing Company, the Delaware Supreme Court considered whether corporate officers and directors could be held liable for breach of the duty. Page 1 of 1. Against this complex business background plaintiffs first argue that because of the very nature of the plotting charged in the indictments the defendant directors must necessarily have contemporaneously known of the misconduct of those employees of Allis-Chalmers named in eight true bills of indictment found by a federal grand jury sitting in Philadelphia in 1959 and 1960, or alternatively that if such defendants did not actually know of such illegal activities, that they knew or should have known of facts which constructively put them on notice of such. Co. 188 A.2d 125 (Del. was the first case in Delaware to acknowledge a board's duty to oversee compliance and preclude corporate misconduct. Plaintiffs had a remedy to obtain a ruling on the propriety of the refusal to answer, and, if that ruling was favorable, to force answers under the ruling of a court. The complaint is based upon indictments of Allis-Chalmers and the four non-director employees named as defendants herein who, with the corporation, entered pleas of guilty to the indictments. Having conducted extensive pre-trial discovery, plaintiffs were quite aware that the corporate directors, if and when called to the stand, would deny having any knowledge of price-fixing of the type charged in the indictments handed up prior to the investigation which preceded such indictments. Allis-Chalmers is a manufacturer of a variety of electrical equipment. Paragraph 3 of the motion asks production of all correspondence, notes, memoranda, etc., arising out of meetings, conferences and conversations in which company personnel participated dealing with the anti-trust activity, limited to the subject matter of the criminal indictments. In my opinion, the Allis-Chalmers 8000 series tractors were a good mid-range tractor maybe some of their best. 553, 212 A.2d 214 (1965) Humble Oil & Refining Co. v. Martin 148 Tex. 40 HP to 99 HP Tractors. The short answer to plaintiffs' first contention is that the evidence adduced at trial does not support it. 188 A.2d 125 (1963)John P. GRAHAM and Yvonne M. Graham, on behalf of themselves and the other stockholders of Allis-Chalmers Manufacturing Company who may be entitled to intervene herein, Plaintiffs, Appellants, below, v ALLIS-CHALMERS MANUFACTURING COMPANY et al., below defendant, complainant.Delaw. the leading Delaware Supreme Court case of Graham v. Allis-Chalmers Mfg. Plaintiffs seek production of these memoranda upon the authority of Hickman v. Taylor, 329 U.S. 495, 67 S. Ct. 385, 91 L. Ed. Scholl, officer and director defendant, learned of the decrees in 1956 in a discussion with Singleton on matters affecting the Industries Group. Co., 41 Del. CO., ET AL. Allis-Chalmers was a U.South. He investigated his department and learned the decrees were being complied with and, in any event, he concluded that the company had not in the first place been guilty of the practice enjoined. Plaintiffs go on to argue that in any event as was stated in the case of Briggs v. Spaulding, 141 U.S. 132, 11 S. Ct. 924, 35 L.Ed. 792, in which the Federal District Court for Delaware applied the Wise rule. However, the filing of such order was not contested by Allis-Chalmers and the allegations therein were consented to "* * * solely for the purpose of disposing of this proceeding. There is, however, a complete answer to the argument. Graham v. Allis-Chalmers Mfg. Co. Directors have no duty to install and operate a corporate system of espionage to . On notice, an order may be presented dismissing the complaint. Graham v. Allis-Chalmers Mfg. Ch. No testimony was taken, however, on the quantum of such alleged damages, the scope of the trial having been confined in its initial phase to a receiving of evidence on the issue of alleged director liability for the damages claimed. And while several non-director officials are named in the complaint, plaintiffs' claims for relief were tried and argued as a matter of director liability. As we read this record, no other avenue to get the sought-for documents was explored by plaintiffs. The complaint then goes on to name other electrical equipment manufacturers with whom the corporate defendant was allegedly caused to combine and conspire "* * * for the purpose of fixing and maintaining prices, terms and conditions for the sale of the various products of the Company * * *", including a number of types of electric transformers, condensers, power switchgear assemblies, circuit breakers, and other types of power equipment, it being charged that by the use of rigged bids in the form of agreements on bidding and refraining from bidding, and the like, that prices of Allis-Chalmers' products were illegally manipulated over a period running from approximately May 1959 through at least June 1960. . Graham v. Allis-Chalmers Mfg. Court of Chancery of Delaware, New Castle. In other words, wrong doing by employees is not required to be anticipated as a general proposition, and it is only where the facts and circumstances of an employee's wrongdoing clearly throw the onus for the ensuing results on inattentive or supine directors that the law shoulders them with the responsibility here sought to be imposed. Similarly, in Winter v. Pennsylvania R. R. Co., 6 Terry 108, 68 A.2d 513, and Empire Box Corp. of Stroudsburg v. Illinois Cereal Mills, supra, the Wise case was considered as controlling authority, and in Sparks Co. v. Huber Baking Co., 10 Terry 267, 114 A.2d 657, the continuing authority of the Wise case was recognized. Contact us using the form below, or call on 01935 841307. H. James Conaway, Jr., of Morford, Young & Conaway, Wilmington, and Marvin Katz and Harry Norman Ball, Philadelphia, Penn., for appellants. as in Graham or in this case, in my opinion only a sustained or systematic failure of the board to exercise oversight - such as an utter failure to attempt to assure a reasonable information and reporting system exists - will establish the lack of good faith that is a necessary condition . GRAHAM, ET AL. Having conducted extensive pre-trial discovery, plaintiffs were quite aware that the corporate directors, if and when called to the stand, would deny having any knowledge of price-fixing of the type charged in the indictments handed up prior to the investigation which preceded such indictments. This latter type of claimed injury for which relief is here sought is alleged to arise in the first instance as a result of the imposition of fines and penalties on the corporate defendant upon the entry of corporate as well as individual pleas of guilty to anti-trust indictments filed in the District Court of the United States for the Eastern District of Pennsylvania. Over the course of the several hours normally devoted to meetings, directors are encouraged to participate actively in an evaluation of the current business situation and in the formulation of policy decisions on the present and future course of their corporation. Court of Chancery of Delaware, in New Castle County. The success or failure of this vast operation is the responsibility of a board of fourteen directors, four of whom are also corporate officers. 828; 13 Fletcher, Cyclopedia of Corporations 5939 (1961). " Graham v. Allis-Chalmers Mfg. Location: Chester NH. Ch. Plaintiffs argue that because of the 1937 consent decrees, the directors were put on notice that they should take steps to ensure that no employee of Allis-Chalmers would violate the anti-trust laws. And, while there is no doubt, despite the terms of the above statute, but that corporate directors, particularly of a small corporation, may cause themselves to become personally liable when they foolishly or recklessly repose confidence in an untrustworthy officer or agent and in effect turn away when corporate corruption could be readily spotted and eliminated, such principle is hardly applicable to a situation in which directors of a large corporation, whose operation is hedged about with numerous and sometimes conflicting federal and state controls, had no reason to believe that minor officials in the lower echelons of an industrial empire had become involved in violations of the federal anti-trust laws. Derivative action on behalf of corporation against directors and four of its . 662 (a case in which national bank directors in a five to four decision were actually absolved of liability for frauds perpetrated by the bank president), directors may not safely hold office as mere figure heads and may not after gross inattention to duty plead ignorance as a defense. It would seem to aid the plaintiffs very little to penalize the corporation which their action seeks to benefit. Under common law principles, the contract should be cancelled. Graham v. Allis-Chalmers Manufacturing Co; Match case Limit results 1 per page. Were the directors liable as a matter of law? 12 V: Battries Amps-Cold Amps-Ground force: negative: Charging system-Charging Volts- Report to Moderator. 78, 188 A.2d 125 (Del.Supr. It employs over thirty thousand persons and operates sixteen plants in the United States, one in Canada, and seven overseas. This is a derivative action on behalf of Allis-Chalmers against its directors and four of its non-director employees. Co.13 The defendant in that case, Allis Chalmers, was a large manufacturer of electrical equipment with over 30,000 employees.14 After the corporation and several employees pleaded guilty to price fixing, a class of stockholders filed a derivative action to recover damages on Thereafter, in November of 1959, some of the company's employees were subpoenaed before the Grand Jury. Allis-Chalmers Mfg. The decrees in question were consent decrees entered in 1937 against Allis-Chalmers and nine others enjoining agreements to fix uniform prices on condensors and turbine generators. Ch. These directors hold meetings *330 once a month at which previously prepared sheets containing summaries such as sales data, the booking of orders, and the flow of cash, are furnished to the attending directors. Post on 07-Nov-2014. The statements sought by this motion fall within the rule of the Wise case as privileged documents obtained by reason of an attorney-client relationship. Co. about thirty years earlier. Singleton, in charge of the Industries Group of the company, investigated but unearthed nothing. This group is divided into five divisions. 33. This latter type of claimed injury for which relief is here sought is alleged to arise in the first instance as a result of the imposition of fines and penalties on the corporate defendant upon the entry of corporate as well as individual pleas of guilty to anti-trust indictments filed in the District Court of the United States for the Eastern District of Pennsylvania. Graham was a derivative action brought against the directors of Allis-Chalmers for *368 failure to prevent violations of federal anti-trust laws by Allis-Chalmers employees. Co. | Case Brief for Law School | LexisNexis Law School Case Brief Graham v. Allis-Chalmers Mfg. It has one hundred and twenty sales offices in the United States and Canada, twenty-five such offices abroad and is represented by some five thousand dealers and distributors throughout the world. Apparently, the Board considers and decides matters concerning the general business policy of the company. It employs over thirty thousand persons and operates sixteen plants in the United States, one in Canada, and seven overseas. By force of necessity, the company's Directors could not know personally all the company's employees. 1963) Shareholder sued for breach of duty of care because BOD was on notice of the prior violations of price fixing in the company and failed to put into place sufficient internal controls to ferret out and prevent further wrongdoing. Vice Grip Garage 1.49M subscribers Subscribe 1.4M views 1 month ago #VGG I was gifted this little B Allis. The order denying the motion to produce the documents described in paragraph 3 is affirmed. Annually, the Board of Directors reviews group and departmental profit goal budgets. When there could be no doubt but that certain Allis-Chalmers employees had violated the anti-trust laws, such persons were directed to cooperate with the grand jury and to tell the whole truth. It appears that the statements in question were taken by Allis-Chalmers' attorneys as the result of interviews seeking to ascertain acts which, if imputed to Allis-Chalmers, might constitute anti-trust violations. Enter your name : Enter your Email Id : . George Tyler Coulson, of Morris, Nichols, Arsht & Tunnell, Wilmington, and Charles S. Quarles, of Quarles, Herriott & Clemons, Milwaukee, Wis., for individual defendants. They argue, however, that they were prevented from doing so by unreasonable restrictions put upon their pre-trial discovery by the Vice Chancellor. In his opinion, the sought-for documents would not support the theory of director liability and, consequently, at the then juncture of the cause were not the proper subject of discovery. It seems clear from the evidence that while lesser officials were generally responsible for getting up such price lists, prices were fixed with the purpose in mind of having them more or less conform with those current in the trade inasmuch as it was established company policy that any flaunting of price leadership in the field in question would lead to chaos and possible violations of laws designed to militate against price cutting. As we have pointed out, there is no evidence in the record that the defendant directors had actual knowledge of the illegal anti-trust actions of the company's employees. 1963) Allis-Chalmers and four of its directors were indicted for price fixing violations of anti-trust laws. While the law clearly does not now require that directors in every instance establish an espionage system in order to protect themselves generally from the possibility of becoming liable for the misconduct of corporate employees, the degree of care taken in any specific case must, as noted above, depend upon the surrounding facts and circumstances. The short answer to plaintiffs' first contention is that the evidence adduced at trial does not support it. By reason of the extent and complexity of the company's operations, it is not practicable for the Board to consider in detail specific problems of the various divisions. During the years 1955 through 1959 the dollar volume of Allis-Chalmers sales ranged between a low of $531,000,000 and a high of $548,000,000 annum. *129 Thereafter, on February 8, 1960, at the direction of the Board, a policy statement relating to anti-trust problems was issued, and the Legal Division commenced a series of meetings with all employees of the company in possible areas of anti-trust activity. Notwithstanding this anticipated defense, plaintiffs did not either by deposition or otherwise develop any evidence designed to controvert the unequivocal denials made in open Court by those here charged. When I started to write this, I did not know if Nike's board of directors saw this ad before it went out (more on that below). You already receive all suggested Justia Opinion Summary Newsletters. John P. GRAHAM and Yvonne M. 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