Where, however, the act of the foreign corporation complained of affects the complainant's individual rights only, then our courts will take jurisdiction, whenever the cause of action arises here.
Id. at 1057 (citing North State Copper and Gold Mining Co. v. Field, 64 Md. 151, 154, 20 A. 1039 (1885). Relying upon this line of inquiry, the Poe court determined that the plaintiff's request for a monetary judgment against the defendant foreign corporation would not disrupt or interfere with the corporation's internal affairs. Id. The plaintiff only sought to recover the fair value of his stock because he dissented from approval of a merger of the corporation. Since the court found that only the plaintiff's individual rights were affected, it determined that it would not be wrongfully interfering in the internal affairs of a foreign corporation by accepting jurisdiction over this case. Id. at 1056-57.
Unlike the rights asserted by the plaintiff in Poe, the rights asserted by the plaintiff in the instant case could affect the internal affairs or organization of American Mart and 333 Building. In this case, the plaintiff claims that the defendants breached their fiduciary duties to the corporations and their minority shareholders. This allegation clearly does not raise a claim applicable only to Kimmel because the acts complained of affect Kimmel in her capacity as a shareholder of the corporations. Thus, as the defendants suggest, other minority shareholders equally affected by the corporations' actions might be entitled to the same relief as Kimmel. Such claims could easily interfere with the internal affairs and organization of American Mart and 333 Building if the corporations are forced to purchase such plaintiffs' stock. Such relief could require the payment of substantial sums of money which may not be readily available. Since the acts complained of do not only individually affect plaintiff Kimmel, Delaware law must be relied upon to determine American Mart's and 333 Building's liability, and not Section 12.55 of the IBCA as the plaintiff suggests. See Id. at 1057.
This court's determination is similar to the court's determination in Lakeman Realty Corp. v. Sunny Isles Ocean Beach Co., 5 Misc. 2d 471, 160 N.Y.S.2d 947 (1957). In Lakeman, the plaintiff sought to compel the redemption of stock and the payment of cumulative dividends from the defendant company which was allegedly in the process of dissolving. The court determined that the law of the state of the defendant's incorporation should govern because judgments in favor of shareholders seeking redemption, such as the plaintiff in this case, might interfere with internal corporate affairs. Id. 160 N.Y.S.2d at 949. More importantly, the court stated that "Even in the absence of the pendency of any dissolution proceedings, a judgment requiring redemption of the preferred stock and the payment of accrued dividends to one stockholder might place the corporation under a duty to redeem all of its preferred stock and pay all of the accumulated dividends." Id. The court found that this event might illegally impair the capital of the defendant corporation, necessitate a change in its corporate structure, or otherwise involve the internal affairs of the corporation which should properly be governed by the laws of its state of incorporation. See Id.
In the alternative, the plaintiff asserts that the court should use our equitable powers to order a purchase of plaintiff's shares in American Mart and 333 Building. In our December 17 order, this court recognized that "the state of Delaware has a strong interest in the formation and termination of corporations under its laws and the uniform development and application of the statutory scheme that the state legislature and courts have created to regulate those corporations." See In re English Seafood (USA), Inc., 743 F. Supp. 281, 289 (D. Del. 1990). Like Section 12.55, asserting our equitable powers to require American Mart and 333 Building to purchase the plaintiff's stock would directly interfere with the internal affairs of these Delaware corporations and the state of Delaware's strong interest in regulating substantive corporate law issues. Such interference would be inappropriate. This court therefore denies plaintiff's motion to amend her complaint to include a claim for monetary relief against American Mart or 333 Building pursuant to Section 12.55 or this court's federal equitable powers.
For the reasons stated above, plaintiff's motion to amend her complaint to include a claim for monetary relief against defendants American Mart Corporation or 333 Building Corporation pursuant to 32 Ill Ann. Stat. § 12.55 or the court's federal equitable powers is denied.
Ann Claire Williams, Judge
United States District Court
Dated: JUN 4 1992