Shlensky v. Wrigley
Shlensky, the plaintiff, is a minority shareholder in Chicago National League Ball Club, Inc. The corporation owns and operates the major league professional baball team known as the Chicago Cubs. The individual defendants are directors of the Cubs. Defendant Philip K. Wrigley is also president of the corporation and owner of approximately 80 percent of the corporation's shares.
whichever Shlensky filed suit in behalf of the corporation (a derivative suit), claiming that it had been damaged by the failure of the directors to have lights installed in Wrigley Field, the Cubs' home park. No trial was held, however, becau the trial court dismisd his complaint on the ground that it did not t forth a claim that the law would recognize even if his version of the facts were correct. Shlensky appealed.
autonomy Sullivan, Justice
. . . Plaintiff alleges that since night baball was first played in 1935 nineteen of the twen
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chrissiety major league teams have scheduled night games. In 1966, out of a total of 1620 games in the major leagues, 932 were placed at night. Plaintiff alleges that every member of the major leagues, other than the Cubs, scheduled substantially all of its home games in 1966 at night, exclusive of opening days, Saturdays, Sundays, holidays and days prohibited by league rules. Allegedly this has been done for the specific purpo of maximizing attendance and thereby maximizing revenue and income.
The Cubs, in the years 1961-63, sustained operating loss from its direct baball operations. Plaintiff attributes tho loss to inadequate attendance at Cubs' home games. He concludes that if the directors continue to refu to install lights at Wrigley Field and schedule night baball games, the Cubs will continue to sustain comparable loss and its financial condition will continue to deteriorate.
Plaintiff alleges that, except for the year 1963, attendance at Cubs' home games has been substantially below that at their road games, many of which were played at night.
缩略词 Plaintiff compares attendance at Cubs' games with that of the Chicago White Sox, an
exerci怎么读American League club, who weekday games were generally played at night. The weekend attendance figure for the two teams was similar; however, the White Sox week- night games drew many more patrons than did the Cubs'
Plaintiff further alleges that defendant Wrigley has refud to install lights, not becau of interest in the welfare of the corporation but becau of his personal opinions "that baball is a daytime sport' and that the installation of lights and night baball games will have a deteriorating effect upon the surrounding neighborhood." It is alleged that he has admitted that he is not interested in whether the Cubs would benefit financially from such action becau of his concern for the neighborhood, and 'that he would be willing for the team to play night games if a new stadium were built in Chicago ....
Plaintiff . . . . argues that the directors are acting for reasons unrelated to the financial interest and welfare of the Cubs. However, we are not satisfied that the motives assigned to Philip K. Wrigley, and through him to the other directors, are contrary to the best interests of the corporation and the stockholders. For example, it appears to us that the efwanna什么意思
fect on the surrounding neighborhood might well be considered by a director who was considering the patrons who would or would not attend the games if the park were in a poor neighborhood. Furthermore, the long run interest of the corporation in its property value at Wrigley Field might demand all efforts to keep the neighborhood from deteriorating. By the thoughts we do not mean to say that we have decided that the decision of the directors was a correct one. That is beyond our jurisdiction and ability. We are merely saying that the decision is one [for the] directors [to make]....
Finally, we do not agree with plaintiff's contention that failure to follow the example of the other major league clubs in scheduling night games constituted negligence. Plaintiff made no allegation that the teams' night schedules were profitable or that the purpo for which night baball had been undertaken was fulfilled. Furthermore, it cannot be said that directors, even tho of corporations that are losing money, must follow the lead of the other corporations in the field. Directors are elected for their business capabilities and judgment and the courts cannot require them to forego their judgment becau of the decisions of directors of other companies. Courts may not decide the questions in the a
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bnce of a clear showing of dereliction of duty on the part of the specific directors and mere failure to "follow the crowd" is not such a dereliction.
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