Opinion
Submitted May 29th, 1942.
Decided October 15th, 1942.
1. No reason appears why complainant should not seek the relief he desires through the courts of the states in which the individual defendant or the company whose shares of stock are involved in the voting trust agreement were in question, are domiciled. The bill will therefore be stricken as to the moving defendant.
2. The voting trust agreement does not purport to confer jurisdiction on any court of this state to hear and determine the controversy. It merely provides that such controversy shall be covered by the laws of this state. Even if the intent of the parties to the agreement was to grant or confer such jurisdiction on this court, it cannot avail complainant.
On appeal from a decree of the Court of Chancery advised by Vice-Chancellor Fielder, who filed the following opinion:
"The defendant Laughlin moves to strike the bill of complaint on several grounds, the first of which is that the bill discloses no cause of action.
"The bill is voluminous and contains much extraneous matter. As appears from its prayers, the relief complainant seeks is against the moving defendant because of Laughlin's alleged refusal to perform the terms of a voting trust agreement to which Laughlin, complainant and another who has since resigned, are parties. Complainant prays for a decree appointing a voting trustee to fill the vacancy caused by such resignation, or removing Laughlin as trustee, or dissolving the agreement.
"Complainant and Laughlin are non-residents of this state and the voting trust agreement concerns shares of stock of General Tung Oil Co., placed in trust under said agreement. The corporation was incorporated under the laws of Delaware and is not alleged to have a place of business in this state. It does not appear that any stockholder who deposited his stock pursuant to the terms of the agreement is a resident of this state, nor is it alleged that the agreement was executed here. The sole reason for complainant's appeal to this court to assume jurisdiction of his cause of action, appears to be based on a provision in the voting trust agreement that `the agreement and all rights of the parties thereunder shall be governed by the laws of the State of New Jersey.' It is true that Commercial Trust Company of New Jersey, a body corporate of this state, is named as the only other defendant in the bill, the reason therefor being that the agreement designates it as custodian of the shares delivered to the voting trustees. The prayer as to that defendant is that it be restrained from disposing of or taking any action as to the shares deposited with it. There is no allegation in the bill that the Trust Company proposes or threatens to take any action with regard to such shares, and it is not a necessary party to the dispute between complainant and defendant Laughlin. I must assume that its duties are defined in and regulated by the voting trust agreement and, in the absence of any charge to the contrary, that it will perform such duties properly.
"No reason appears why complainant instituted his suit in this court; that is, why he should not seek the relief he desires through the courts of the states in which defendant Laughlin or General Tung Oil Co. are domiciled and therefore the bill of complaint will be stricken as to the moving defendant ( Sielcken v. Sorenson, 111 N.J. Eq. 44 ). It is to be observed that the agreement does not purport to confer jurisdiction on any court of this state to hear and determine the controversy — it merely provides that such controversy shall be governed by the laws of this state — but even if the intent of the parties to the agreement was to grant or confer such jurisdiction on this court, it cannot avail complainant ( Pridmore v. Steneck, 122 N.J. Eq. 35; Moresh v. O'Regan, 122 N.J. Eq. 388; Hersh v. Rosensohn, 125 N.J. Eq. 1; Stein v. Elizabeth Trust Co., 126 N.J. Eq. 399)."
Messrs. Milton, McNulty Augelli, for the appellant.
Messrs. Lum, Fairlie Wachenfeld, for the respondents.
The decree under review will be affirmed, for the reasons expressed in the opinion of Vice-Chancellor Fielder.
For affirmance — THE CHIEF-JUSTICE, PARKER, CASE, DONGES, PERSKIE, PORTER, DEAR, WELLS, THOMPSON, JJ. 9.
For reversal — BODINE, HEHER, COLIE, RAFFERTY, HAGUE, JJ. 5.