Ross v. Bernhard

396 U.S. 531, 90 S. Ct. 733 (1970)



A derivative suit has dual aspects: first, the stockholder's right to sue on behalf of the corporation, historically an equitable matter; second, the claim of the corporation against directors or third parties on which, if the corporation had sued and the claim presented legal issues, the company could demand a jury trial. 


Petitioners brought a derivative suit against the directors of their investment company, alleging that the directors violated the Investment Company Act of 1940, 15 U.S.C.S. § 80a-1 et seq. The district court denied a motion to strike petitioners' jury demand, and the appeals court reversed, holding that a derivative action was entirely equitable in nature and that no jury was available to try any part. The Court granted certiorari and reversed.


Does petitioner have a right to jury trial in their shareholder derivative action?




The right to a jury trial attached to those issues in derivative actions in which the corporation, if it had been suing in its own right, would have been entitled to a jury. The Court explained that under the Federal Rules of Civil Procedure there was only one action in which all claims could be joined and all remedies were available. Purely procedural impediments to the presentation of any issue by any party, based on the difference between law and equity, were destroyed. Accordingly, the Court determined that U.S. Const. amend. VII preserved to the parties in a stockholder's suit the same right to a jury trial that historically belonged to the corporation and to those against whom the corporation pressed its legal claims.

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