necessary party

In 1983 MAF acquired Technicolor through its wholly owned subsidiary Macanfor in a cash-out merger that became effective on January 24, 1983. MAF first purchased 3,534,181 shares at $23 per share in a tender offer that, together with 220,000 shares previously acquired, gave it control of approximately 82 percent of Technicolor’s outstanding stock; the Technicolor board then waived the charter’s 95 percent supermajority vote requirement and the shareholders approved the merger by the required two-thirds vote. Cinerama, Incorporated, beneficial owner of 201,200 shares representing roughly 4.5 percent of Technicolor’s common stock, and Cede & Company, the record owner, rejected the tender offer and voted against the merger. Cinerama demanded appraisal under 8 Del. C. § 262 and filed its appraisal action against Technicolor in the Court of Chancery in March 1983. In June 1983 the court entered an order declaring that Cinerama had perfected its appraisal rights. Document discovery was completed by mid-1985, after which Cinerama began deposing Technicolor officers and directors. During a December 1985 deposition, former director Charles S. Simone testified that he had neither voted to waive the supermajority requirement nor supported the merger. On the basis of this and other information obtained in appraisal discovery, Cinerama filed a separate fraud action in January 1986 against Technicolor, all but two of its directors, MAF, Macanfor, and Ronald O. Perelman. The complaint alleged fraud, conspiracy, self-dealing, waste, and breach of fiduciary duty and sought rescission of the merger or, alternatively, rescissory damages. In March 1986 the defendants moved to dismiss the fraud action, asserting that Cinerama lacked standing after electing appraisal. In April 1986 Cinerama moved to amend its appraisal complaint to add the fraud claims or, alternatively, to consolidate the two actions for discovery and trial. By unreported opinion and interlocutory order dated January 13, 1987, the Court of Chancery denied the motion to dismiss, the motion to amend, and the motion to consolidate, but directed Cinerama to elect which action to pursue to trial after completing discovery. Both sides appealed. Cinerama appealed the denial of amendment, the requirement of a pre-trial election, and the denial of consolidation. The defendants cross-appealed the denial of dismissal and the timing of any election.

In 1991, about 10,000 Exxon dealers filed a class-action suit against the Exxon Corporation in the United States District Court for the Northern District of Florida. They alleged an intentional and systematic scheme by which they were overcharged for fuel purchased from Exxon. The plaintiffs invoked the District Court's diversity jurisdiction under 28 U.S.C. § 1332(a). Each dealer's claim was for slightly less than the $75,000 jurisdictional minimum. After a unanimous jury verdict in favor of the plaintiffs, the District Court certified the case for interlocutory review on the question of supplemental jurisdiction over class members who did not meet the jurisdictional minimum. In a separate action, a 9-year-old girl sued Star-Kist in a diversity action in the United States District Court for the District of Puerto Rico. She sought damages for unusually severe injuries she received when she sliced her finger on a tuna can. Her family joined in the suit seeking damages for emotional distress and medical expenses. The District Court granted summary judgment to Star-Kist, finding that none of the plaintiffs met the minimum amount-in-controversy requirement. The Court of Appeals for the Eleventh Circuit upheld the District Court's extension of supplemental jurisdiction to the class members who did not meet the amount requirement. The Court of Appeals for the First Circuit ruled that the injured girl, but not her family members, had made allegations of damages in the requisite amount. It further held that section 1367 authorizes supplemental jurisdiction only when the district court has original jurisdiction over the action. In a diversity case, original jurisdiction is lacking if one plaintiff fails to satisfy the amount-in-controversy requirement. The Supreme Court granted certiorari to resolve the conflict among the Courts of Appeals. The cases were consolidated before the Supreme Court.

In 1901 the Tennessee General Assembly enacted a statute apportioning the Senate with thirty-three members and the House of Representatives with ninety-nine members among the state's ninety-five counties. The Tennessee Constitution required a decennial enumeration of qualified voters and reapportionment of both houses on that basis. The General Assembly performed reapportionments after the enumerations of 1871, 1881, and 1891. After 1901 every proposal for reapportionment failed to pass. Between 1901 and 1960 the state's population grew from 2,020,616 to 3,567,089. The number of persons eligible to vote rose from 487,380 to 2,092,891. Substantial redistribution occurred from rural to urban counties. Appellants were residents and qualified voters of the urban counties of Davidson, Hamilton, Knox, Montgomery, and Shelby. They brought a civil action in the United States District Court for the Middle District of Tennessee against the Secretary of State, Attorney General, Coordinator of Elections, and members of the State Board of Elections. The complaint was filed under 42 U.S.C. §§ 1983 and 1988. It alleged that continued application of the 1901 statute debased their votes and denied equal protection of the laws. The complaint sought a declaratory judgment that the statute was unconstitutional. It also sought an injunction against conducting further elections under the statute. Alternative relief included at-large elections or a court-ordered reapportionment. A three-judge district court convened under 28 U.S.C. § 2281 dismissed the complaint. The court held that it lacked jurisdiction of the subject matter and that the complaint failed to state a claim upon which relief could be granted. The court characterized the controversy as a nonjusticiable political question. The Supreme Court noted probable jurisdiction. The case was argued in April 1961, set for reargument, reargued in October 1961, and decided on March 26, 1962.

Hiram Barber and Huldah Adeline Barber were married in the State of New York in 1840. Huldah, through her next friend George Cronkhite, a citizen of New York, applied for a divorce a mensa et thoro in the court of chancery for the fourth district of New York. The defendant appeared and resisted the application. The cause was heard on the pleadings and proofs, resulting in a decree that Hiram had been guilty of cruel and inhuman treatment and had abandoned and refused to provide for his wife. The New York court decreed that the parties be separated from bed and board forever, referred the cause to a master to ascertain alimony, overruled the defendant's exceptions to the master's report, and entered a final decree awarding Huldah $360 per year in quarterly installments for her support, with $960 due retroactively from July 1, 1844, plus costs, and future quarterly payments during her life, vested in her as separate estate. A transcript of the authenticated New York record formed the basis for the subsequent federal suit. Hiram left New York shortly after the decree without paying any alimony and without leaving assets there to satisfy it, establishing residence in Wisconsin. In April 1852 he obtained a divorce a vinculo from the Circuit Court of Dodge County, Wisconsin, without disclosing the New York proceedings. Huldah remained in New York as her domicil. Huldah, by her next friend, filed suit on the equity side of the United States District Court for the District of Wisconsin against Hiram, a Wisconsin citizen, alleging $4,242.15 due on the New York decree with interest. Hiram demurred on grounds including that the case was not within chancery jurisdiction and that relief could only be had in New York; the demurrer was overruled. He answered, admitting the New York decree and his nonpayment but asserting the Wisconsin divorce rendered Huldah a feme sole who could not sue by next friend and that any remedy lay at law. After a general replication, hearing on pleadings and proofs, the district court decreed $5,936.80 due for principal and interest to the date of the bill, ordering payment with costs.