AUERBACH v. CITIES SERVICE COMPANY


145 A.2d 394 (1958)

Elias AUERBACH, Plaintiff, and C. Perry King, Plaintiff-Intervenor, v. CITIES SERVICE COMPANY, a corporation of the State of Delaware, and Arkansas Fuel Oil Corporation, a corporation of the State of Delaware, Defendants. William J. HEARN, Plaintiff, v. CITIES SERVICE COMPANY, a corporation of the State of Delaware, Cities Service Refining Corporation, a corporation of the State of Delaware, and Arkansas Fuel Oil Corporation, a corporation of the State of Delaware, Defendants.

Court of Chancery of Delaware, New Castle.

October 24, 1958.


Attorney(s) appearing for the Case

Russell J. Willard, Jr., of Hastings, Lynch & Taylor, Wilmington, for plaintiff, Elias Auerbach.

Richard F. Corroon, of Berl, Potter & Anderson, Wilmington, and Percival E. Jackson, New York City, for plaintiff-intervenor, C. Perry King.

William Duffy, Jr., of Herrmann & Duffy, Wilmington, and Harold B. Dondis, of Rich, May & Bilodeau, Boston, Mass., for plaintiff, William J. Hearn.

Thomas G. Meeker and Solomon Freedman, Washington, D. C., for Securities and Exchange Commission, amicus curiæ by leave of Court.

Henry M. Canby, of Richards, Layton & Finger, Wilmington, and Joseph L. Weiner, New York City, for defendants, Cities Service Co. and Cities Service Refining Corporation.

Howard L. Williams, of Morris, James, Hitchens & Williams, Wilmington, for defendant, Arkansas Fuel Oil Corporation.


MARVEL, Vice Chancellor.

These cases, as presently consolidated, are being readied for trial of the preliminary issue of whether the directors of Arkansas Fuel committed such a breach of their fiduciary duty to the stockholders of that corporation as to entitle plaintiffs and plaintiff-intervenor to an accounting of moneys allegedly due Arkansas as a result of operations under a so-called hypothetical refinery contract between Cities and Arkansas for the period following...

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