34 Del. Ch. 505 | New York Court of Chancery | 1954
This is a derivative action by plaintiff stockholder to compel defendant to cancel certain stock options. A more complete statement of the facts has been set forth in a former opinion dated October 14, 1953, found ante p. 94, 100 A.2d 219. A motion to dismiss was filed by defendant, alleging the lack of indispensable parties. Prior to the disposition of this motion plaintiff propounded to defendant certain interrogatories relating to the identity of the optionees and the circumstances of the issuance of the stock options. Defendant has objected to these interrogatories.
Defendant’s general objection is based upon its contention that the defendant is not an adverse party. Having decided that defendant is an adverse party, that objection is of course overruled. I shall now consider the specific objections raised by defendant.
In Interrogatory No. 1 plaintiff asks the name, address and nature of employment of each optionee, the number of shares for which each option has been exercised and the total number of shares
In Interrogatory No. 1(f) plaintiff asks whether consideration was received from the optionees for the granting of the options, and, if so, the nature of the consideration, and whether or not there was an agreement in writing. Defendant objects to this inter
As I view this question, it does not call for an opinion at all; defendant is merely asked did he receive any consideration, and, if so, what it was, and if there was any written agreement relative thereto. Plaintiff is here asking for facts, not opinions or conclusions. The fact that defendant has set forth its theories as to consideration in its briefs and arguments does not deprive plaintiff of the right to elicit by interrogatories the facts upon which such theories may be based. Defendant’s objection will be overruled.
In Interrogatories No. l(j) (II) and No. l(j) (III) plaintiff asks for the total number of shares held of record and not of record by each optionee which have been acquired otherwise than by the exercise of the options. Defendant objects to these interrogatories on the ground of irrelevancy. Plaintiff suggests that the question of whether or not optionees may have had stock of defendant prior to the granting of the options may be important as relating to the consideration for the issuance of the options. Defendant has contended that the granting of the options was in consideration of the optionees remaining in the employ of defendant by giving them a greater interest in the corporation. I cannot say at this time that such information would not be admissible or would not lead to evidence which would be admissible. These questions also will be allowed.
In Interrogatory No. 3 plaintiff asks defendant to describe the nature, terms and subject matter of each of certain documents called for by the interrogatory. Objection is made to this interrogatory on the ground that it will require defendant to summarize and to state the effect of the documents referred to. Plaintiff asserts that he is only asking for such information as will enable him to identify a paper for the purpose of ordering its production under Rule 34, Del.C.Ann. Within this limitation, I will overrule the objection and permit the question to be answered.
Order on notice in accordance with this opinion.