Daniel v. Hawkins

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment that an irrevocable proxy did not bind an unaffiliated subsequent owner of the shares. The proxy’s definitions, appointment language, addendum, transfer restriction, and assignment provision did not clearly and unambiguously make the proxy run with the shares, and any ambiguity had to be construed against the proxy holder. The Court held that the Court of Chancery’s reference to common-law agency principles was not essential to its conclusion.