# Harman v. Masoneilan International, Inc.

> Supreme Court of Delaware · February 9, 1982 · 442 A.2d 487

URL: https://www.frixlaw.com/law-library/cases/9695268

## Case

- **Full name:** M. Lowell HARMAN, Plaintiff Below, Appellant, v. MASONEILAN INTERNATIONAL, INC., Studebaker-Worthington, Inc. and Worthington Corporation, Defendants Below, Appellees
- **Court:** Supreme Court of Delaware
- **Decided:** February 9, 1982
- **Citations:** 442 A.2d 487; 1982 Del. LEXIS 342
- **Precedential status:** Published
- **Opinion:** Concurrence by Quillen
- **Judges:** Duffy, Quillen, Horsey
- **Cited by:** 68 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9695268

## How later opinions describe it (automated extraction)

- stating that a majority shareholder and its director designees occupy a fiduciary relationship to the minority shareholders and must establish the transaction’s “entire fairness” to the minority shareholders
- reversing Court of Chancery’s ruling on a motion to dismiss that plaintiff’s claim was barred by laches when the plaintiff’s complaint raised at least a justiciable issue as to the timeliness of the suit and the court went outside the complaint to obtain facts on which to base…
- stating that a finding of unreasonable delay is a factual question

## Opinion text

QUILLEN, Justice,
concurring:
I concur in the judgment of the majority. The result is in accord with the present state of Delaware law. Roland International Corporation v. Najjar, Del.Supr., 407 A.2d 1032 (1979). Given the overlay of Singer v. Magnavox Co., Del.Supr., 380 A.2d 969 (1977) and its progeny on the corporate statutory merger scheme, the result is also consistent with the policy as to the jurisdiction of the Court of Chancery as expressed by the General Assembly. Compare 8 Del. Laws § 262 and Roland, supra, 407 A.2d at 1037 — 1040 (Quillen, Justice, dissenting); compare also 8 Del.C. § 220 as amended by 56 Del.Laws Ch. 50 eff. July 3,1967. Finally, the monetary cause of action here against the corporate defendants is sufficiently akin to an accounting for the breach of a fiduciary duty to historically justify the exercise of substantive equitable jurisdiction as an analogy from trust law. 4 Pomeroy’s Equity Jurisprudence (5th ed.) § 1088, § 1421. See also Singer, supra, 380 A.2d at 982 (McNeilly, Justice, concurring).
As to laches and the claim for rescission, given the history of the New York cause of action noted in the majority opinion, I agree it seems desirable to inquire more thoroughly into the facts in order to clarify the application of the law to the circumstances. Ebersole v. Lowengrub, Del.Supr., 180 A.2d 467 (1962).

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9695268. Public record. Not legal advice.