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Business Associations Keyed to Hwang, 3rd Ed.
Sinclair Oil Corp. v. Levien
Citation:
280 A.2d 717 (1971)Facts
Sinclair Oil Corporation operated as a holding company and owned approximately 97% of Sinclair Venezuelan Oil Company (Sinven), which operated exclusively in Venezuela. Sinclair nominated all members of Sinven’s board of directors, who were predominantly officers, directors, or employees of Sinclair-related corporations, creating a dominated board lacking independence. From 1960 through 1966, Sinven paid $108,000,000 in dividends, which was $38,000,000 in excess of its earnings during the same period, though the payments complied with Delaware statutory requirements. The plaintiff alleged these excessive dividends prevented Sinven’s industrial development and that Sinclair denied Sinven expansion opportunities while developing oil fields in Alaska, Canada, Paraguay, and elsewhere through other subsidiaries. Additionally, in 1961, Sinclair caused Sinven to contract with Sinclair International Oil Company (a wholly-owned Sinclair subsidiary) to sell all crude oil and refined products at specified prices with minimum quantity requirements, but International made late payments and failed to purchase the contractual minimums.
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