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SELF DRIVE IT CORPORATION CASE. (09/30/57)

September 30, 1957

SELF DRIVE IT CORPORATION CASE.


Appeal, No. 193, Jan. T., 1957, from order of Court of Common Pleas No. 1, of Philadelphia County, Sept. T., 1956, No. 4495, in the matter of Self Drive It Corp. Appeal dismissed.

COUNSEL

J. Webster Jones, for appellants.

Nathan I. Miller, with him Miller, Adelman & Lavine, for liquidating receiver, appellee.

David N. Bressler and Phillip B. Robinson, for appellees.

Before Jones, C.j., Bell, Chidsey, Musmanno, Arnold, Jones and Cohen, JJ.

Author: Jones

[ 390 Pa. Page 162]

OPINION BY MR. JUSTICE BENJAMIN R. JONES

This appeal was taken from an order of the Court of Common Pleas No. 1 of Philadelphia County, dated December 19, 1956, dismissing appellant's motion to quash, set aside and dismiss all proceedings in the matter in controversy up to the date of the motion.

Self Drive It Corporation*fn1 is a "closed" Pennsylvania corporation the capital stock of which is owned entirely by two married couples who also serve as its only four directors. Appellants, M. Alexander Forman and Betty Forman own - respectively - 49% and 1% of the capital stock; appellees, Richard S. Robinson and Florence H. Robinson, own - in the same proportion - the other half of the corporate stock. The control of the corporation is thus divided evenly between the two families.

On October 26, 1956, appellee Richard S. Robinson petitioned the Court of Common Pleas No. 1 of Philadelphia County under § 1107(A)(4) of the Pennsylvania Business Corporation Law of 1933, as amended,*fn2 for the appointment of a receiver "to liquidate the assets and wind up the business of the corporation in the nature of a dissolution". The petition contained an allegation, couched in the language of § 1107(A)(4) of the statute, supra, that the directors were deadlocked in the management of the corporate affairs, that the stockholders were unable to break this deadlock, that irreparable damage and injury were being suffered by

[ 390 Pa. Page 163]

    the corporation, and such damage and injury would continue and be of such a character and nature as to destroy the stockholders' equity and be injurious to the creditors.

On the same day the court below, pursuant to § 1108(a) of the Business Corporation Law, supra, appointed one Irwin Apfel and one David Cohen as temporary co-receivers of the corporation, specifically stating that the court would fix a date for the full hearing on the petition and facts at which time it would ...


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