Hall v. John S. Isaacs & Sons Farms, Inc.

163 A.2d 288, 39 Del. Ch. 244, 1960 Del. LEXIS 135
CourtCourt of Chancery of Delaware
DecidedJuly 21, 1960
StatusPublished
Cited by8 cases

This text of 163 A.2d 288 (Hall v. John S. Isaacs & Sons Farms, Inc.) is published on Counsel Stack Legal Research, covering Court of Chancery of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hall v. John S. Isaacs & Sons Farms, Inc., 163 A.2d 288, 39 Del. Ch. 244, 1960 Del. LEXIS 135 (Del. Ct. App. 1960).

Opinion

Wolcott, Justice:

This appeal, in reality, is a consolidation for argument of an interlocutory appeal and cross-appeals from an order of the Court of Chancery of New Castle County.

The plaintiffs, Dorothy and Nelson Hall, have appealed from the denial of the claim for the appointment of liquidating receivers for the corporate defendants, and from the denial of the claim of Dorothy for an accounting and money judgment against the individual defendants. The plaintiff, Earle L. Isaacs, Jr., has appealed from the ruling of invalidity of an employment contract between him and the corporate defendants and the reservation of the question of the amount of his compensation for future decision. The corporate defendants appeal from the ruling of invalidity of the employment contract of Earle L. Isaacs, Jr., and the deferring for further hearing of the issue of the value of the services rendered by the individual defendants and Earle L. Isaacs, Jr., to the corporate defendants.

The suit below was brought by Dorothy Hall and her husband, Nelson Hall, who were joined by the Administrators of the Estate of Earle Isaacs, Sr., deceased. Together, the plaintiffs owned 50% of the stock of the four corporate defendants. The defendants are four corporations and two individuals, J. Howard Isaacs and Harry H. Isaacs, who together owned 50% of the stock of the four corporate defendants.

The suit sought the appointment of liquidating receivers of the four corporate defendants pursuant to 8 Del.C. § 226 on the ground that a stockholders’ deadlock had resulted in the failure to elect directors of the corporations. An additional ground alleged for the appointment of liquidating receivers was mismanagement of the corporate affairs by the officers. Derivative relief was also sought in the form of a money judgment against the individual defendants for alleged breach of trust and misconduct in office. In addition, the plaintiff, Dorothy Hall, sought a money judgment against the individual defendants for the alleged misapplication by them of the proceeds of certain corporate bonds belonging to her.

[248]*248The litigation follows an intra-family squabble which can be made understandable only by a fairly full factual statement.

The litigation involves a business enterprise which basically is the estate amassed by John S. Isaacs, late of Sussex County, Delaware. The estate consists of lands and equipment used in a large scale farming operation; residential real estate rented to the public; a cold storage plant, and other unrelated assets having substantial value.

The farming operation is conducted upon approximately 8000 acres of land located near Ellendale in Sussex County, Delaware. This operation consists of raising annual crops; raising and selling approximately one million chickens annually; the annual conditioning for sale of 300 beef cattle, 150 sheep and 100 hogs; the periodic operation of a cannery with a daily capacity of 3000 cans of foodstuffs; the periodic operation of a sawmill, and the operation of a dozen broiler houses with an annual capacity of one million chicks. A long list of equipment of varied types is owned to carry on this large scale enterprise.

The cold storage plant is located in Georgetown, Delaware and has a capacity of 7,000,000 tons. The plant, itself, occupies an entire city block.

The investment and unrelated property of the estate consists of dwelling houses scattered throughout Sussex County rented to the public, and securities having a total market value in 1955 in excess of $400,000.

All of this enterprise was amassed and owned by John S. Isaacs. By 1942 his taxable income from the enterprise had understandably reached the higher income tax brackets. Accordingly, on January 1, 1943 he formed a partnership consisting of himself, his wife, Mary C. Isaacs, and their four children, Earle (now deceased), Howard, Harry' and Dorothy, the wife of Nelson Hall, to operate the enterprise. Under the partnership agreement, Mrs. Isaacs and Dorothy were each to receive 10% of the profits and each of the other four partners were to receive 20%. .On January 1, 1944 the partnership [249]*249agreement was amended to provide for an equal distribution of profits among the six parties.

The partnership thereafter operated the enterprise, divided the profits and the partners reported their taxable income under this arrangement. The taxes on the partners’ income thus reported were actually paid from the partnership’s funds. In 1947 the Federal Internal Revenue Service challenged the validity of the partnership for tax purposes and assessed additional tax by reason of the understatement of partnership income. The resulting claim for increased tax assessment was finally settled in 1954 by the disallowance of Dorothy’s status as a partner and the addition of her percentage of partnership income to the income of her father and mother. Substantial assessments for understatement of partnership income were made against the remaining partners. As part of the settlement Dorothy received a tax refund which, with interest amount to about $42,000. With her consent this was applied to the tax liability of her father.

As of March 1, 1949, some five years before the final settlement of the income tax matter, the partnership was dissolved and two of the four corporate defendants organized. First, John S. Isaacs & Sons, Inc. (hereafter Sons) was organized and to it was transferred all of the farm land and buildings. Second, John S. Isaacs & Sons Farms, Inc. (hereafter Farms) was organized and to it was transferred all of the farm and factory equipment. Thereafter, Sons leased to Farms at an annual rental of $33,000 the farm land and buildings. All of the stock of these two corporations was ultimately issued in equal shares to the four children, Earle, Howard, Harry and Dorothy, except that Dorothy’s shares in Farms were issued in the name of her husband, Nelson Hall.

John S. Isaacs kept the balance of his assets as his individual property and, thereafter, until his death on July 29, 1950, carried on individually the cold storage business and rented the dwelling houses owned by him. By his will, with the exception of a legacy to his wife, he bequeathed his estate in equal shares to his four children who, from his death until March 1, 1952, carried on the cold storage business as a partnership.

[250]*250At his death, John S. Isaacs owed Farras $341,181.84 while Farms owed him $55,689.94. The Estate of John S. Isaacs transferred to Farms certain securities, assets of the estate, at their appraised value of $346,875.67 as payment of his indebtedness to Farms. This transfer was made subject to a Federal tax lien which had been imposed by reason of the tax assessment against the Estate of John S. Isaacs. The balance remaining to the credit of the estate was added to the amount owed by Farms to John S. Isaacs and was thereafter carried on the books of Farms as an open account in the amount of $61,383.77 to the credit of the four children.

On March 1, 1952 John S. Isaacs & Sons Realty Co., Inc. (hereafter Realty) was organized and the land, cold storage plant, and dwelling houses were transferred to it. At the same time, John S. Isaacs & Sons Storage, Ins. (hereafter Cold Storage) was organized and the office and- shop equipment, repair parts, supplies and intangibles were transferred to it. Thereafter, Realty leased to Cold Storage at a fixed rental of $39,000 the land and buildings owned by it. The s.tock of.

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Hall v. John S. Isaacs & Sons Farms, Inc.
163 A.2d 288 (Supreme Court of Delaware, 1960)

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Bluebook (online)
163 A.2d 288, 39 Del. Ch. 244, 1960 Del. LEXIS 135, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hall-v-john-s-isaacs-sons-farms-inc-delch-1960.