Thomas J. BATA; Thomas J. Bata and David H. Graham et al., Plaintiffs,
Donald M. HILL; Donald M. Hill, Jr., et al., Defendants.
Action for declaratory judgment as to ownership of stock. The Court of Chancery, Seitz, Chancellor, held that, where certain shares of certain corporation had been deposited with Registration Division as required by appropriate Royal Decrees of the Holland government, such decrees were not intended to deal with private disputes of litigants where rights of litigants were not based upon events occurring during World War II, and, therefore, defendant would be required to withdraw claim filed before the Division for Registration of Securities of the Council for the Restoration of Civil Liberties created by the government of Holland and would be enjoined from thereafter filing a new claim as to shares of such stock originally deposited with the Registration Division.
[35 Del.Ch. 408] Robert H. Richards, Jr., of Richards, Layton & Finger, Wilmington, and Inzer B. Wyatt and Robert MacCrate, of Sullivan & Cromwell, New York City, for plaintiffs.
George Tyler Coulson, of Morris, Steel, Nichols & Arsht, Wilmington, and Henry Cohen, New York City, for defendants, Donald M. Hill, Donald M. Hill, Jr.; Donald M. Hill and Donald M. Hill, Jr., as voting trustees; Jan A. Bata and North River Securities Corporation.
Henry A. Wise, Jr., of Wise & Suddard, Wilmington, for defendant, Westhold Corporation.
William Poole, of Berl, Potter & Anderson, Wilmington, for Charles Jucker and Hans Berger, individually, as mandatories in accordance with the law of Switzerland, and as a partnership.
No appearance for other defendants.
Plaintiffs applied orally, during trial, for an injunction directing the defendant, Jan Bata, to withdraw a claim filed before the Division for Registration of Securities of the Council for the Restoration of Civil Liberties created by the government of Holland and enjoining him from thereafter filing any new claim to the shares of Dutch Bata originally deposited with the Registration Division by Leader, A. G., the registered corporate owner. Thereafter the facts were developed largely by cables and statements of counsel and I believe the facts necessary to a determination of this application are undisputed and indeed conceded. And so I see no merit to the belated suggestion of defendant's counsel that the matter should not be decided on the present record.
The conceded facts show that Leader, A. G. deposited certain shares of Dutch Bata with the Registration Division as required by the appropriate Royal Decrees. Thereafter and some time this year, defendant, Jan Bata, filed a claim with the Registration Division [35 Del.Ch. 409] wherein he claimed ownership of the Bata shares registered by Leader on the basis of a claimed ownership of Leader.
The litigation in this Court was commenced well over a year ago and during the past several months this Court has gone to great lengths, principally at the request of the defendant Jan Bata, to see that the Leader stock ownership issue between Jan Bata and Thomas Bata (apart from the shares involved in the New York action) was resolved in this one legal proceeding. The Court required the parties to execute instruments conveying to a receiver all of their interest in the duplicate registered certificates of Leader, and to deposit the bearer certificates with this Court. Consequently, there can be no prejudice to either Tom or Jan as to the ownership of the Leader shares on the basis of dealings in Leader during World War II. I say this because whichever one of them is here declared to be the owner of the Leader shares will obtain complete beneficial ownership of both the bearer shares which are in this
Court and the so-called duplicate registered shares.
These issues have been posed and this trial has already consumed much time. By making this claim before the Registration Division to shares of Dutch Bata held by Leader on the theory that he owns Leader, Jan Bata seeks to raise once again the very issue which is before this Court. Indeed, one basis of his claim to ownership of Leader is bottomed on the judgment in his favor in the highest Court of Holland. I cannot believe that it is either appropriate or consonant with defendant's whole approach in this Court to permit the same basic issue to be litigated in another ...