Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling

Of Ringling Bros.-Barnum & Bailey Combined Shows' 1,000 outstanding shares, Edith Ringling (plaintiff) and Aubrey Haley (defendant) each held 315, and John Ringling North (defendant) held 370. Ringling and Haley had agreed to always vote their shares jointly, submitting any disagreement to binding arbitration. At the 1946 annual meeting, the two women agreed on four of their five joint votes but disagreed on the fifth director; an arbitrator directed them to cast that fifth vote for a Mr. Dunn. Instead, Mr. Haley, voting as Mrs. Haley's proxy, cast all her votes for himself and Mrs. Haley, ignoring Dunn. North, who wasn't part of the voting agreement, voted freely for himself and two others. The board chairman seated a board reflecting Haley's improper votes rather than the arbitrator's directive, and Mrs. Ringling sued for declaratory relief; the Delaware Court of Chancery upheld the voting agreement and ordered a new election.