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Business Associations Keyed to Coffee, 9th Ed.
Sinclair Oil Corp. v. Levien
Citation:
280 A.2d 717 (1971)Facts
Sinclair Oil Corporation owned approximately 97% of Sinclair Venezuelan Oil Company (Sinven), which operated exclusively in Venezuela since 1959. Sinclair nominated all members of Sinven’s board, who were primarily officers, directors, or employees of corporations in the Sinclair complex. Between 1960 and 1966, Sinclair caused Sinven to pay out $108 million in dividends, exceeding Sinven’s earnings during that period by $38 million. Though these dividends complied with Delaware law, the plaintiff alleged they were excessive and prevented Sinven’s expansion. In 1961, Sinclair created Sinclair International Oil Company and caused Sinven to contract with it, whereby Sinven would sell all its crude oil and refined products to International at specified prices. The plaintiff alleged that this contract was breached both in terms of payment timing and purchase quantities. The Chancellor applied the intrinsic fairness standard to all transactions and ruled in favor of the plaintiff.
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