the defendant, while legally domiciled elsewhere, maintained its financial office in New York; five of its six directors, all of its executive and fiscal officers except the president and general auditor, were found there; directors meetings were customarily held in New York; financial records, transfer books, minute books and the like were kept in New York. Reciting these facts, among others, we concluded "These facts plainly indicate to us that it would not be vexatious or oppressive to entertain this suit in New York, whether the availability of witnesses or any other aspect of a trial be considered." 326 U.S. at 560. Accordingly, we held that the case should not have been dismissed.

Since this case is pending in New York and is a diversity case, it is appropriate to observe that the law of New York, if applicable, is to the same effect as to the considerations to govern forum non conveniens questions in this class of cases. The cases on which petitioner relies to establish his contention that in a similar suit the courts of New York would not decline jurisdiction, seem to be ones in which the corporate defendant had its principal place of business in New York or a substantial amount of property there, which would assure the effectiveness of a judgment. Miller v. Quincy, 179 N. Y. 294, 72 N. E. 116; Ramsey v. Rosenthal, 242 App. Div. 526, 275 N. Y. S. 783; Hamm v. Christian Herald Corp., 236 App. Div. 639, 260 N. Y. S. 743; Tarlow v. Archbell, 47 N. Y. S. 2d 3, 7-8, aff'd, 269 App. Div. 837, 56 N. Y. S. 2d 363.5 Those cases,

5 Of the other cases cited by petitioner, Goldstein v. Lightner, 266 App. Div. 357, 42 N. Y. S. 2d 338, aff'd, 292 N. Y. 670, 56 N. E. 2d 98, gave no expressed consideration to the problem of forum non conveniens, and in Jacobs v. Mexican Sugar Refining Co., 104 App. Div. 242, 93 N. Y. S. 776, the only question raised and decided was the jurisdiction of the court over the subject-matter of the suit. Cf. Ernst v. Rutherford & B. S. G. Co., 38 App. Div. 388, 56 N. Y. S. 403. In Hallenborg v. Greene, 66 App. Div. 590, 73 N. Y. S. 403,

Opinion of the Court.

330 U.S.

however, do not consider whether the actions brought are vexatious or oppressive or whether the interests of justice require that the trial be had in a more appropriate forum. Their principal attention is given to the inquiry whether the suit concerns the internal affairs of the foreign corporation, and their uniform conclusion is that they do not. But in taking that view of one of the factors to be considered in applying the doctrine of forum non conveniens, they say nothing to detract from the general rule of New York as stated by Cardozo, J., in Travis v. Knox Terpezone Co., 215 N. Y. 259, 264, 109 N. E. 250, 251: “To trace in advance the precise line of demarcation between the controversies affecting a foreign corporation in which jurisdiction will be assumed and those in which jurisdiction will be declined, would be a difficult and hazardous venture. A litigant is not, however, to be excluded because he is a stockholder, unless considerations of convenience or of efficiency or of justice point to the courts of the domicile of the corporation as the appropriate tribunals." And in Langfelder v. Universal Laboratories, 293 N. Y. 200, 204, 56 N. E. 2d 550, 552, the court said: "But it is well settled that jurisdiction in any case will be declined either in the absence of jurisdiction in the

the Appellate Division reversed in part a broad decree of the Supreme Court so as to restrict the exercise of the court's power to conform to its statement of the forum non conveniens doctrine: "When a judgment against a foreign corporation would not be effectual without the aid of the courts of a foreign country or of a sister State, and it may contravene the public policy of the foreign jurisdiction or rest upon the construction of a foreign statute, the interpretation of which is not free from doubt-as where the subject-matter of the litigation and the judgment would relate strictly to the internal affairs and management of the foreign corporation-the court should decline jurisdiction because such questions are of local administration, and should be relegated to the courts of the State or country under the laws of which the corporation was organized." 66 App. Div. at 597, 73 N. Y. S. at 408.

518

Opinion of the Court.

strict sense or where a determination of the rights of litigants involves regulation and management of the internal affairs of the corporation dependent upon the laws of the foreign State or where the court in which jurisdiction is sought is unable to enforce a decree if made or where the relief sought may be more appropriately adjudicated in the courts of the State or country to which the corporation owes its existence."

Confronted with defendant's motion and supporting affidavits in this case reciting the facts earlier set forth herein, the plaintiff was utterly silent as to any reason of convenience to himself or to witnesses and as to any advantage to him in expense, speed of trial, or adequacy of remedy if the case were tried in New York. He recited only that Lumbermens and the Kemper Company had been served with process, and that Kemper individually had not, but that plaintiff proposed to serve him on his "next visit to New York." For the rest, he relied on a memorandum of law. That the absence from the case of Kemper makes remedy in New York inadequate, if not impossible, as to some counts is admitted. To that extent, it makes it inappropriate for a court in New York to adjudicate some closely related issues, deciding plaintiff's grievances piecemeal. Petitioner shows not a single witness or source of evidence available to him in New York and does not deny that his complaint will require exhaustive examination of the transactions of these Illinois corporations, all of which occurred in Illinois and are to be tested by its law. The plaintiff demanded trial in New York as matter of right and of law irrespective of the facts set out by defendant. This Court cannot say that the District Court abused its discretion in giving weight to the undenied sworn statements of fact in defendant's motion papers, especially in view of the failure of plaintiff's answering affidavit to advance any reason of convenience to the plaintiff. We hold only that a district court, in a derivative action, may

refuse to exercise its jurisdiction when a defendant shows much harassment and plaintiff's response not only discloses so little countervailing benefit to himself in the choice of forum as it does here, but indicates such disadvantage as to support the inference that the forum he chose would not ordinarily be thought a suitable one to decide the controversy.

MR. JUSTICE BLACK, dissenting.

Affirmed.

I agree substantially with the dissent of MR. JUSTICE REED, but wish to add this thought. Today's decision goes far beyond the dubious doctrine announced in Rogers v. Guaranty Trust Co., 288 U. S. 123. There may be rare instances in which a federal court could decline to provide an equitable remedy against multi-state corporate defendants. A prayer for relief which requires the appointment of a receiver or the detailed and continuing supervision of the affairs of a defendant corporation whose headquarters is beyond the jurisdiction of the court would in my view constitute such a situation. Cf. Pennsylvania v. Williams, 294 U. S. 176.

The whole trend of recent congressional legislation has been to protect corporate stock and security holders. See e. g. Securities Act of 1933, 48 Stat. 74, 15 U. S. C. § 77a et seq. But this legislation was not intended as a complete substitute for the antidote provided by stockholders' suits for the dangers inherent in the modern development of frequent conflicts of interest between corporate owners and corporate managers. See Lasswell, Dean and Podell, A Non-Bureaucratic Alternative to Minority Stockholders' Suits, 43 Col. L. Rev. 1036, 1045, 1047; Koessler, The Stockholder's Suit: A Comparative View, 46 Col. L. Rev. 238, 241. Yet the Court's opinion sets up almost insuperable obstacles to many stockholders who would bring such suits. A California or Florida

stockholder cannot easily go to Delaware, New Jersey, or New York to press his claims. And there is no good reason, in most actions brought to curb corporate mismanagement, why a stockholder should not bring such a suit in the state where he lives, bought his stock, and where the corporation has agents and does business. To put him to the inconvenience and disadvantage of going across the continent to the state of the managers to litigate his cause, all but nullifies his opportunity and inclination to sue to protect his interest and that of other

owners.

MR. JUSTICE RUTLEDGE joins in this opinion.

MR. JUSTICE REED, dissenting.

For the purposes of this case we may assume, without examining New York law, 153 F. 2d 888, 890, that a Federal District Court, in its discretion, can dismiss a cause on the ground that the forum is vexatiously inconvenient to the defendant. Still we think the exercise of such a power is not warranted in the circumstances of this case.

We need not restate the facts, which are amply set out by the majority. The sole inquiry is whether the exercise of discretion by the trial judge in this case was an abuse of his power. On motion of Lumbermens, joined in by no other defendant, for dismissal of the complaint on the grounds that the action would require interference by the court with the internal management of Lumbermens and that, further, an indispensable party had not been served, the trial court dismissed the complaint because it required interference with the internal affairs of a foreign corporation and because the forum was not convenient. Circuit Court of Appeals affirmed the order of dismissal on the ground that the forum in which the action was brought was not convenient for the trial of the causes of action asserted by the complaint.

The