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- NOTE: Where it is feasible, a syllabus (headnote) will be released, as is being
- done in connection with this case, at the time the opinion is issued. The
- syllabus constitutes no part of the opinion of the Court but has been prepared
- by the Reporter of Decisions for the convenience of the reader. See United ______
- States v. Detroit Lumber Co., 200 U. S. 321, 337.______ ___________________
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- SUPREME COURT OF THE UNITED STATES
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- Syllabus
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- DELAWARE v. NEW YORK ____
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- ON EXCEPTIONS TO REPORT OF SPECIAL MASTER
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- No. 111, Orig. Argued December 9, 1992 - Decided March 30, 1993
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- Most of the funds at issue are unclaimed dividends, interest, and other
- securities distributions held by intermediary banks, brokers, and depositories
- in their own names for beneficial owners who cannot be identified or located.
- New York escheated $360 million in such funds held by intermediaries doing
- business in that State, without regard to the beneficial owner's last known
- address or the intermediary's State of incorporation. After Delaware
- initiated this original action against New York, alleging that certain of the
- securities were wrongfully escheated, the Special Master filed a report
- recommending that this Court award the right to escheat to the State in which
- the principal executive offices of the securities issuer are located. Both
- Delaware and New York lodged exceptions to the report.
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- Held: The State in which the intermediary is incorporated has the right to_____
- escheat funds belonging to beneficial owners who cannot be identified or
- located. Pp. 4-17.
- (a) Under the primary and secondary rules adopted in Texas v. New Jersey, _____ ___________
- 379 U. S. 674, 680-682, reaffirmed in Pennsylvania v. New York, 407 U. S. 206, ____________ _________
- and reaffirmed in this case, the Court resolves disputes among States over the
- right to escheat abandoned intangible personal property in three steps.
- First, the Court must determine the precise debtor-creditor relationship, as
- defined by the law that created the property at issue. Second, because the
- property interest in any debt belongs to the creditor rather than the debtor,
- the primary rule gives the first opportunity to escheat to the State of the
- creditor's last known address, as shown by the debtor's books and records.
- Third, if the primary rule fails because the debtor's records disclose no
- address or because the creditor's last known address is in a State whose laws
- do not provide for escheat, the secondary rule
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- I II DELAWARE v. NEW YORK ____
-
- Syllabus
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- awards the right to escheat to the State in which the debtor is incorporated.
- Pp. 4-7.
- (b) Because the bulk of the abandoned distributions at issue cannot be
- traced to any identifiable beneficial owner, much less one with a last known
- address, these funds fall out of the primary rule and into the secondary rule.
- P. 7.
- (c) Intermediaries who hold unclaimed securities distributions in their own
- names are the relevant ``debtors.'' Issuers cannot be considered ``debtors''
- once they make distributions to intermediaries that are record owners, since
- payment to a record owner discharges all of an issuer's obligations to the
- beneficial owner under the Uniform Commercial Code, which is the law in all 50
- States and the District of Columbia. Instead, an intermediary serving as the
- record owner is the ``debtor'' insofar as it has a contractual duty to
- transmit distributions to the beneficial owner. Unlike an issuer, it remains
- liable should a "lost" beneficial owner reappear to collect distributions due
- under such a contract. The Master thus erred in concluding that the issuer is
- the relevant ``debtor,'' and Delaware's and New York's exceptions in this
- regard are sustained. Pp. 8-12.
- (d) Precedent, efficiency, and equity dictate rejection of the second major
- premise underlying the Master's recommendation: his proposal to locate a
- corporate debtor in the jurisdiction of its principal domestic executive
- offices rather than in the State of its incorporation. This sua sponte __________
- proposal would change the Court's longstanding practice under Texas and _____
- Pennsylvania. Moreover, as the Court recognized in Texas, supra, at 680, the _____________ _____________
- proposal would leave too much for decision on a case-by-case basis. The mere
- introduction of any factual controversy over the location of a debtor's
- principal executive offices needlessly complicates an inquiry made irreducibly
- simple by Texas's adoption of a test based on the State of incorporation. _____
- Finally, the proposal cannot survive independent of the Master's erroneous
- decision to treat the issuers as the relevant ``debtors.'' The arguably
- arbitrary decision to incorporate in one jurisdiction bears no less on a
- company's business activities than the equally arbitrary decision to locate
- its principal offices in another jurisdiction, and there is no inequity in
- rewarding a State whose laws prove more attractive to firms that wish to
- incorporate. Thus, Delaware's exception to the Master's proposal in this
- regard is sustained. Pp. 12-15.
- (e) New York's exception to the Master's application of the primary rule is
- overruled. New York contends that many of the disputed funds need not be
- escheated under the secondary rule because a statistical analysis of the
- relevant transactions on the books of the debtor brokers reveals creditor _______
- brokers, virtually all of whom have DELAWARE v. NEW YORK III ____
-
- Syllabus
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- New York addresses. This proposal rests on the dubious supposition that the
- relevant ``creditors'' under the primary rule are other brokers, whereas this
- Court has already held that ``creditors'' are the parties to whom the
- intermediaries are contractually obligated to deliver unclaimed securities
- distributions. Moreover, the exception must fail because the Court rejected a
- practically identical proposal in Pennsylvania, supra, at 214-215. On remand, ____________________
- however, if New York or one of the other claimant States can prove on a
- transaction-by-transaction basis that the creditors who were owed particular
- distributions had last known addresses within its borders or can provide some
- other proper mechanism for ascertaining those addresses, that State will
- prevail under the primary rule, and the secondary rule will not control.
- Pp. 15-17.
- (f) To depart from the Court's interstate escheat precedent by crafting
- different rules for the novel facts of each case would generate much
- uncertainty and threaten much expensive litigation. If the States are
- dissatisfied with the outcome of a particular case, they may air their
- grievances before Congress, which may reallocate abandoned property among them
- without regard to the Court's rules. P. 17.
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- Exceptions sustained in part and overruled in part, and case remanded.
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- THOMAS, J., delivered the opinion of the Court, in which REHNQUIST, C. J., and
- O'CONNOR, SCALIA, KENNEDY, and SOUTER, JJ., joined. WHITE, J., filed a
- dissenting opinion, in which BLACKMUN and STEVENS, JJ., joined.