Pennsylvania Co. v. Wilmington Trust Co

39 Del. Ch. 453, 166 A.2d 726 (1960)

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Nature of the Case

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Facts

Pennsylvania Co. (P) sued for specific performance under an alleged contract for the Wilmington Trust Co. (D) to sell 23,400 shares of stock of the Toledo, Peoria, and Western Railroad. D was the trustee of a testamentary trust for a McNear who was deceased. P indicated it was willing to buy 23,400 shares at $100 per share and made an offer letter of April 15, 1955. D responded with an acceptance letter, and a chain of correspondence and formalizations occurred over the next few days. A final draft was finally agreed upon subject to the approval of counsel. Another offer was then presented for a price that was $33 more per share than the offer of P. The beneficiaries of the trust insisted that the trustees take the higher offer. D was advised that because there was no binding offer before them from P, they should take the higher offer. Eventually, the sale was consummated at $135 per share. P sued for specific performance demanding the sale at $100 per share. Motions for summary judgment were made by D and P.