## Facts

- Radium Chemical Co., Inc. had bylaws requiring a four-director board and a majority quorum for business.
- The board included Mrs. Meacham, Kelly Sr., Kelly Jr., and Margaret Lee; the Gearing–Meacham stockholder group held 50% of the shares.
- A directors’ meeting was noticed for March 6, 1961; Mrs. Meacham intentionally did not attend to prevent a quorum and impede board action, with her mother and aligned stockholders supporting that strategy.
- Three directors (Kelly Sr., Kelly Jr., and Lee) attended; Lee resigned at the meeting and her resignation was accepted.
- After accepting Lee’s resignation, the remaining directors proceeded to elect Julian Hemphill (Kelly Sr.’s son-in-law) to fill the vacancy.
- Mrs. Gearing and aligned stockholders petitioned to invalidate Hemphill’s election and to compel a new election under former New York General Corporation Law § 25, arguing the quorum ceased once Lee resigned, leaving only two directors to act.

## Issues

1. Whether stockholders aligned with a director who deliberately absented herself from a duly noticed meeting to defeat a quorum may invalidate a director election by claiming a quorum defect resulting from that absence.
2. Whether equitable relief under former General Corporation Law § 25 should be granted to set aside the challenged election and order a new election in these circumstances.

## Decision

- The Court of Appeals affirmed the denial of the petition and left Hemphill’s election in place.
- The court held that petitioners could not obtain equitable relief based on an alleged quorum irregularity that flowed from their own deliberate conduct.
- The court treated the requested remedy as unwarranted where the claimed defect was strategically manufactured and a new election would not meaningfully change the parties’ control position.

## Legal Principles

- Equity will not permit a party to benefit from wrongdoing or strategic conduct that creates the alleged procedural defect; a litigant may not complain of an irregularity the litigant caused.
- A shareholder-director who intentionally refuses to attend a duly noticed board meeting to defeat a quorum forfeits the ability to seek equitable relief to undo actions taken at that meeting on quorum-based objections.
- Discretionary corporate-election relief may be denied where the remedy sought would be futile or would reward tactical obstruction rather than protect legitimate governance interests.

## Conclusion

The Court of Appeals refused to set aside a director’s election where the petitioners’ aligned director deliberately stayed away from a duly noticed meeting to create the alleged quorum problem, holding that equity does not grant relief for defects engineered by the party seeking to exploit them.


Matter of Gearing v. Kelly, 11 N.Y.2d 201 (N.Y. 1962)