Daniel J. Layton
Encyclopedia
Daniel John Layton served on the Delaware Supreme Court
as Chief Justice
from 1933 to 1945 and earlier as attorney general
of Delaware from late 1932 until his nomination. He was a native of Sussex County, Delaware
and the son of U.S. Representative Caleb R. Layton
.
, where he also pitched for the baseball team. Following graduation from the University of Pennsylvania Law School
and service in the offices of Ward & Gray in Wilmington
, Layton was admitted to the Delaware bar in 1903. Layton then practiced law in Wilmington until 1915, when he returned to Georgetown
to practice until his election as attorney general and later elevation to the Supreme Court.
announced the appointment of Daniel J. Layton to replace him. Having been elected attorney general the previous November, and after having served in office for only six months, Layton resigned from that position to become chief justice. Governor Buck reappointed Josiah O. Wolcott
as chancellor
, as well as William Watson Harrington and Charles S. Richards as associate justices of the Supreme Court. In addition to these associate justices, Layton's colleagues in the law courts during his tenure as chief justice also included Richard S. Rodney, David J. Reinhardt, and Charles L. Terry. The resident judge of New Castle County
, David J. Reinhardt, died in 1935 after two years of service and was replaced Frank L. Speakman.
During Layton's 12 years as chief justice he wrote 221 of the 511 opinions
produced by Delaware's law courts, including 49 of the 106 opinions issued by the Supreme Court. One of Layton's landmark decisions was Guth v. Loft in 1939. In this case Layton defined the relationship between corporate opportunities and the duty of loyalty
for Delaware corporations. It was notable in its deviation from the 200 year precedent
from Keech v. Sandford
that a fiduciary should leave open no possibility of conflict of interest between his private dealings and the job he is entrusted to do. Another of Layton's landmark decisions was Bovay v. H.M. Byllesby & Co. in 1944, which reversed the chancellor's previous dismissal of a suit for an accounting and finding the complaint to state a claim for fraud and unfair dealing against corporate officers and directors for breach of trust, not "mere torts."
As William Prickett, Sr. stated at the proceedings in memory of Chief Justice Layton:
"The Chief Justice wrote English, not a jargon of legalese. No "saids", "to-wits", "hereinaboves", or "aforementioneds" appear in any of his opinions. His language was striking in its clarity and in its picturesqueness."
Unquestionably, Chief Justice Layton was a brilliant judge with a genius for defining fundamental concepts in corporate law. But, unfortunately his aggressive domination of a proceeding at oral argument frequently silenced even his strong-willed colleagues. Worse still, Layton's air of apparent hostility extended to the lawyers arguing before him, whom he would repeatedly challenge in a combative manner. Judge Collins J. Seitz
recalls: "It's an old story in the law heard everywhere about the judge who kept interrupting the lawyer who was arguing his case. Finally, the lawyer
got irritated, and said, 'Your Honor, I don’t mind your interrupting me, but I hope you win it for me!"'
Governor Walter W. Bacon
, a Republican, nominated Layton and Judge Charles S. Richards, both well-known Republicans
, to succeed themselves as chief justice
and associate justice
respectively, but the Delaware Senate
, a majority
of whom were also Republicans, twice rejected both nominees. It was generally said that the opposition to Layton was mounted by Hugh M. Morris
, a former United States District Court
judge but then a practicing attorney in Wilmington, and joined in by certain Sussex County lawyers who thought they had suffered too long under Layton's wrath in the courtroom. In a compromise arrangement. The Governor of Delaware withdrew Layton's name and nominated Judge Richards to be the new chief justice. He was confirmed. The governor then appointed James B. Carey of Georgetown to be the resident judge
for Sussex County, succeeding Judge Richards.
and as an associate justice of the Supreme Court, Rodney was universally acknowledged to be one of the most respected and loved judges in Delaware history. Governor Bacon then took his revenge for the Senate's rejection of Layton, making Rodney the victim. Bacon let it be known that, notwithstanding the fact that the constitution
required the appointment of a Democrat
, under no circumstances would he reappoint Democrat Rodney. In January 1946 Governor Bacon nominated Vice-Chancellor George Burton Pearson, Jr. to fill the vacancy on the Supreme Court created by the expiration of Judge Rodney’s term of office. Pearson, a close friend and admirer of Judge Rodney, had supported his candidacy for reappointment and, in the end, he accepted the governor's offer only when it became certain that Judge Rodney would not be reappointed.
Judge Rodney returned briefly to private practice before receiving an appointment to the United States District Court
for the District of Delaware in 1946. He remained on that court until his death in 1963 and never failed to serve with wisdom and grace.
While the Layton years on the Supreme Court were often difficult and controversial for the bar
, the period was one of outstanding growth for Delaware corporate law
. Much of this growth was due not only to the judicial skill of Chancellor Wolcott but also to the brilliance and productive work of Chief Justice Layton. It is the judicial work product of luminaries like Curtis, Wolcott and Layton that provides the enduring legal and moral basis for much of what is right with the body of Delaware decisional law. He is interred at St. Paul’s Episcopal Church.
Delaware Supreme Court
The Supreme Court of Delaware is the sole appellate court in the United States' state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and...
as Chief Justice
Chief Justice
The Chief Justice in many countries is the name for the presiding member of a Supreme Court in Commonwealth or other countries with an Anglo-Saxon justice system based on English common law, such as the Supreme Court of Canada, the Constitutional Court of South Africa, the Court of Final Appeal of...
from 1933 to 1945 and earlier as attorney general
Attorney General
In most common law jurisdictions, the attorney general, or attorney-general, is the main legal advisor to the government, and in some jurisdictions he or she may also have executive responsibility for law enforcement or responsibility for public prosecutions.The term is used to refer to any person...
of Delaware from late 1932 until his nomination. He was a native of Sussex County, Delaware
Sussex County, Delaware
Sussex County is a county located in the southern part of the U.S. state of Delaware. As of 2010 the population was 197,145, an increase of 25.9% over the previous decade. The county seat is Georgetown. The Seaford Micropolitan Statistical Area includes all of Sussex County.Sussex County is...
and the son of U.S. Representative Caleb R. Layton
Caleb R. Layton
Dr. Caleb Rodney Layton was an American physician and politician, from Georgetown, in Sussex County, Delaware. He was a member of the Republican Party, who served two terms as U. S. Representative from Delaware....
.
Background
Layton studied at the University of PennsylvaniaUniversity of Pennsylvania
The University of Pennsylvania is a private, Ivy League university located in Philadelphia, Pennsylvania, United States. Penn is the fourth-oldest institution of higher education in the United States,Penn is the fourth-oldest using the founding dates claimed by each institution...
, where he also pitched for the baseball team. Following graduation from the University of Pennsylvania Law School
University of Pennsylvania Law School
The University of Pennsylvania Law School, located in Philadelphia, Pennsylvania, is the law school of the University of Pennsylvania. A member of the Ivy League, it is among the oldest and most selective law schools in the nation. It is currently ranked 7th overall by U.S. News & World Report,...
and service in the offices of Ward & Gray in Wilmington
Wilmington, Delaware
Wilmington is the largest city in the state of Delaware, United States, and is located at the confluence of the Christina River and Brandywine Creek, near where the Christina flows into the Delaware River. It is the county seat of New Castle County and one of the major cities in the Delaware Valley...
, Layton was admitted to the Delaware bar in 1903. Layton then practiced law in Wilmington until 1915, when he returned to Georgetown
Georgetown, Delaware
Georgetown is a town in Sussex County, Delaware, United States. According to 2010 census figures, the population of the town is 6,422, an increase of 38.3% over the previous decade...
to practice until his election as attorney general and later elevation to the Supreme Court.
Service for the Supreme Court
Two weeks after the expiration of the second term of James Pennewill, the previous Chief Justice, Governor C. Douglass BuckC. Douglass Buck
Clayton Douglass Buck was an American engineer and politician from New Castle Hundred, New Castle County, Delaware. He was a veteran of World War I and a member of the Republican Party, who served two terms as Governor and one term as U. S. Senator from Delaware...
announced the appointment of Daniel J. Layton to replace him. Having been elected attorney general the previous November, and after having served in office for only six months, Layton resigned from that position to become chief justice. Governor Buck reappointed Josiah O. Wolcott
Josiah O. Wolcott
Josiah Oliver Wolcott was an American lawyer, politician and judge, from Dover, in Kent County, Delaware. He was a member of the Democratic Party, who served as Attorney General of Delaware, U.S...
as chancellor
Chancellor
Chancellor is the title of various official positions in the governments of many nations. The original chancellors were the Cancellarii of Roman courts of justice—ushers who sat at the cancelli or lattice work screens of a basilica or law court, which separated the judge and counsel from the...
, as well as William Watson Harrington and Charles S. Richards as associate justices of the Supreme Court. In addition to these associate justices, Layton's colleagues in the law courts during his tenure as chief justice also included Richard S. Rodney, David J. Reinhardt, and Charles L. Terry. The resident judge of New Castle County
New Castle County, Delaware
New Castle County is the northernmost of the three counties of the U.S. state of Delaware. As of 2010 its population was 538,479, an increase of 7.6% over the previous decade. The county seat is Wilmington. The center of population of Delaware is located in New Castle County, in the town of...
, David J. Reinhardt, died in 1935 after two years of service and was replaced Frank L. Speakman.
During Layton's 12 years as chief justice he wrote 221 of the 511 opinions
Legal opinion
In law, an opinion is usually a written explanation by a judge or group of judges that accompanies an order or ruling in a case, laying out the rationale and legal principles for the ruling....
produced by Delaware's law courts, including 49 of the 106 opinions issued by the Supreme Court. One of Layton's landmark decisions was Guth v. Loft in 1939. In this case Layton defined the relationship between corporate opportunities and the duty of loyalty
Duty of Loyalty
Duty of Loyalty is a term used in corporation law to describe a fiduciaries' "conflicts of interest and requires fiduciaries to put the corporation's interests ahead of their own." "Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information...
for Delaware corporations. It was notable in its deviation from the 200 year precedent
Precedent
In common law legal systems, a precedent or authority is a principle or rule established in a legal case that a court or other judicial body may apply when deciding subsequent cases with similar issues or facts...
from Keech v. Sandford
Keech v. Sandford
Keech v Sandford [1726] is a foundational case on the fiduciary duty of loyalty. It concerns the law of trusts and has affected much of the thinking on directors' duties in company law. It holds that a trustee owes a strict duty of loyalty so that there can never be a possibility of any conflict...
that a fiduciary should leave open no possibility of conflict of interest between his private dealings and the job he is entrusted to do. Another of Layton's landmark decisions was Bovay v. H.M. Byllesby & Co. in 1944, which reversed the chancellor's previous dismissal of a suit for an accounting and finding the complaint to state a claim for fraud and unfair dealing against corporate officers and directors for breach of trust, not "mere torts."
As William Prickett, Sr. stated at the proceedings in memory of Chief Justice Layton:
"The Chief Justice wrote English, not a jargon of legalese. No "saids", "to-wits", "hereinaboves", or "aforementioneds" appear in any of his opinions. His language was striking in its clarity and in its picturesqueness."
Unquestionably, Chief Justice Layton was a brilliant judge with a genius for defining fundamental concepts in corporate law. But, unfortunately his aggressive domination of a proceeding at oral argument frequently silenced even his strong-willed colleagues. Worse still, Layton's air of apparent hostility extended to the lawyers arguing before him, whom he would repeatedly challenge in a combative manner. Judge Collins J. Seitz
Collins J. Seitz
Collins Jacques Seitz was a judge on the United States Court of Appeals for the Third Circuit from 1966 until his death in 1998....
recalls: "It's an old story in the law heard everywhere about the judge who kept interrupting the lawyer who was arguing his case. Finally, the lawyer
Lawyer
A lawyer, according to Black's Law Dictionary, is "a person learned in the law; as an attorney, counsel or solicitor; a person who is practicing law." Law is the system of rules of conduct established by the sovereign government of a society to correct wrongs, maintain the stability of political...
got irritated, and said, 'Your Honor, I don’t mind your interrupting me, but I hope you win it for me!"'
Failed renomination
Indeed, as an eminent lawyer remembers, Chief Justice Layton seemed to feel the "need to destroy you if he didn't agree with you." As a consequence, and despite his achievements, Layton failed to be reappointed in 1945 in one of the most painful episodes in Delaware judicial history.Governor Walter W. Bacon
Walter W. Bacon
Walter Wolfkiel Bacon was an American accountant and politician from Wilmington, in New Castle County, Delaware. He was a member of the Republican Party who served three terms as Mayor of Wilmington and two terms as Governor of Delaware...
, a Republican, nominated Layton and Judge Charles S. Richards, both well-known Republicans
Republican Party (United States)
The Republican Party is one of the two major contemporary political parties in the United States, along with the Democratic Party. Founded by anti-slavery expansion activists in 1854, it is often called the GOP . The party's platform generally reflects American conservatism in the U.S...
, to succeed themselves as chief justice
Chief Justice
The Chief Justice in many countries is the name for the presiding member of a Supreme Court in Commonwealth or other countries with an Anglo-Saxon justice system based on English common law, such as the Supreme Court of Canada, the Constitutional Court of South Africa, the Court of Final Appeal of...
and associate justice
Associate Justice
Associate Justice or Associate Judge is the title for a member of a judicial panel who is not the Chief Justice in some jurisdictions. The title "Associate Justice" is used for members of the United States Supreme Court and some state supreme courts, and for some other courts in Commonwealth...
respectively, but the Delaware Senate
Delaware Senate
The Delaware Senate is the upper house of the Delaware General Assembly, the state legislature of the U.S. State of Delaware. It is composed of 21 Senators, each of whom is elected to a four-year term, except when reapportionment occurs, at which time Senators may be elected to a two-year term....
, a majority
Majority
A majority is a subset of a group consisting of more than half of its members. This can be compared to a plurality, which is a subset larger than any other subset; i.e. a plurality is not necessarily a majority as the largest subset may consist of less than half the group's population...
of whom were also Republicans, twice rejected both nominees. It was generally said that the opposition to Layton was mounted by Hugh M. Morris
Hugh M. Morris
Hugh Martin Morris , was an American attorney and jurist. He was born in Greenwood, Sussex County, Delaware. He graduated from Delaware College with a Bachelor of Arts degree in 1898 where he was elected to Phi Beta Kappa...
, a former United States District Court
United States district court
The United States district courts are the general trial courts of the United States federal court system. Both civil and criminal cases are filed in the district court, which is a court of law, equity, and admiralty. There is a United States bankruptcy court associated with each United States...
judge but then a practicing attorney in Wilmington, and joined in by certain Sussex County lawyers who thought they had suffered too long under Layton's wrath in the courtroom. In a compromise arrangement. The Governor of Delaware withdrew Layton's name and nominated Judge Richards to be the new chief justice. He was confirmed. The governor then appointed James B. Carey of Georgetown to be the resident judge
Resident judge
A Resident Judge is in most jurisdictions the next highest ranking judge beneath the Chief Justice or, in some jurisdictions President Judge....
for Sussex County, succeeding Judge Richards.
Aftermath
But the political and judicial fallout of Layton's failed renomination continued. In 1946 the term of Judge Richard S. Rodney ended. Having completed twenty-four years of service as Judge of the Superior CourtSuperior court
In common law systems, a superior court is a court of general competence which typically has unlimited jurisdiction with regard to civil and criminal legal cases...
and as an associate justice of the Supreme Court, Rodney was universally acknowledged to be one of the most respected and loved judges in Delaware history. Governor Bacon then took his revenge for the Senate's rejection of Layton, making Rodney the victim. Bacon let it be known that, notwithstanding the fact that the constitution
Constitution
A constitution is a set of fundamental principles or established precedents according to which a state or other organization is governed. These rules together make up, i.e. constitute, what the entity is...
required the appointment of a Democrat
Democratic Party (United States)
The Democratic Party is one of two major contemporary political parties in the United States, along with the Republican Party. The party's socially liberal and progressive platform is largely considered center-left in the U.S. political spectrum. The party has the lengthiest record of continuous...
, under no circumstances would he reappoint Democrat Rodney. In January 1946 Governor Bacon nominated Vice-Chancellor George Burton Pearson, Jr. to fill the vacancy on the Supreme Court created by the expiration of Judge Rodney’s term of office. Pearson, a close friend and admirer of Judge Rodney, had supported his candidacy for reappointment and, in the end, he accepted the governor's offer only when it became certain that Judge Rodney would not be reappointed.
Judge Rodney returned briefly to private practice before receiving an appointment to the United States District Court
United States district court
The United States district courts are the general trial courts of the United States federal court system. Both civil and criminal cases are filed in the district court, which is a court of law, equity, and admiralty. There is a United States bankruptcy court associated with each United States...
for the District of Delaware in 1946. He remained on that court until his death in 1963 and never failed to serve with wisdom and grace.
While the Layton years on the Supreme Court were often difficult and controversial for the bar
Bar association
A bar association is a professional body of lawyers. Some bar associations are responsible for the regulation of the legal profession in their jurisdiction; others are professional organizations dedicated to serving their members; in many cases, they are both...
, the period was one of outstanding growth for Delaware corporate law
Corporate law
Corporate law is the study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community and the environment interact with one another. Corporate law is a part of a broader companies law...
. Much of this growth was due not only to the judicial skill of Chancellor Wolcott but also to the brilliance and productive work of Chief Justice Layton. It is the judicial work product of luminaries like Curtis, Wolcott and Layton that provides the enduring legal and moral basis for much of what is right with the body of Delaware decisional law. He is interred at St. Paul’s Episcopal Church.