Williams v. Green Bay & Western R. Co.
326 U.S. 549 (1946)

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U.S. Supreme Court

Williams v. Green Bay & Western R. Co., 326 U.S. 549 (1946)

Williams v. Green Bay & Western R. Co.

No. 100

Argued December 10, 1945

Decided January 7, 1946

326 U.S. 549

Syllabus

Petitioners, residents of New York and holders of Class B debentures issued by respondent, a Wisconsin corporation, brought suit in a New York court to recover amounts due and payable under the debentures out of earnings in lieu of interest. Under the covenant in the Class B debentures, the holders thereof were entitled to all of the remaining net earnings each year after holders of Class A debentures had received 5% on the face value thereof and stockholders had received 5% on the par value of the stock, the amounts payable to the Class B debenture holders to "be fixed and declared by the Board of Directors." Respondent's railroad lines were wholly in Wisconsin, and its president and general auditor were there. However, it did business in New York; its Class B debentures were payable, listed, and traded in there; it maintained its financial office, a traffic office, and a bank account there; five of its six directors (including all of the executive and fiscal officers except the president and general auditor) and two of the three members of its executive committee were there; directors' meetings were customarily held there, and its financial records, transfer books, minute books, and the like were kept there. After removing the case to a federal district court in New York on the grounds of diversity, respondent moved to dismiss on the ground that the suit concerned the internal affairs of a foreign corporation, and could more conveniently

Page 326 U. S. 550

be tried in the state of its incorporation. The district court granted the motion.

Held:

1. It was improper to dismiss the suit on the ground of forum non conveniens. Pp. 326 U. S. 552, 326 U. S. 560.

2. This rule was designed as an instrument of justice to prevent a case from being tried in one court when, in fairness, it should be tried in another. (Illustrations given.) P. 326 U. S. 554.

3. When it is invoked, each case turns on its facts. P. 326 U. S. 557.

4. The relief sought, a money judgment, was not of such a character that a federal court in New York would be so handicapped that it should remit the parties to Wisconsin. P. 326 U. S. 558.

5. Nor should the case have been remitted to Wisconsin on the theory that a construction of the covenant would primarily affect the interests of the public in that State. P. 326 U. S. 558.

6. Since the suit sought only a money judgment, it did not involve sufficient interference in the internal affairs of the foreign corporation to justify dismissal on forum non conveniens. P. 326 U. S. 559.

7. Under the facts in this case, it would not be vexatious or oppressive to entertain the suit in New York, whether the availability of witnesses or any other aspect of a trial be considered. P. 326 U. S. 559.

147 F.2d reversed.

Certiorari, post, p. 699, to review affirmance of a judgment, 59 F.Supp. 98, dismissing a suit under the rule of forum non conveniens.

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