Essential Enterprises Corp. v. Automatic Steel Products, Inc.

Seitz, Chancellor:

This is an.action under 8 Del.C. § 225 to determine the validity of the removal of the individual defendants as directors and the election of others to replace them. There is also an issue as to the election and removal of one director as chairman of the board. This is the decision on the cross motions of the parties for summary judgment. The facts material to the disposition of the pending motions are not in dispute.

In 1947, a merger agreement was entered into between defendant corporation and Mercury Clutch Corporation, an Ohio corporation. The agreement provided that the…