Appeals, Nos. 137 and 138, Jan. T., 1959, from decree of Court of Common Pleas No. 4 of Philadelphia County, March T., 1955, No. 1938, in case of Petroleum Marketing Corporation et al. v. Metropolitan Petroleum Corporation et al. Decree affirmed. Equity. Before GUERIN, J. Adjudication filed dismissing plaintiffs' complaint, exceptions to adjudication dismissed and final decree entered. Plaintiffs appealed.
Sidney L. Wickenhaver, with him Montgomery, McCracken, Walker & Rhoads, for appellants.
Arthur E. Newbold, III, with him Barnes, Dechert, Price, Myers & Rhoads, for appellee.
Thomas A. Masterson, for appellees.
Before Jones, C.j., Bell, Musmanno, Jones, Cohen, Bok and Mcbride, JJ.
OPINION BY MR. JUSTICE BOK
This case, proceeding in equity, concerns the collection of accounts receivable as part of the sale of a fuel oil business. The court below, confirming en banc the chancellor, found for the defendants and plaintiffs have appealed.
The sale of plaintiffs' business was made to defendant Metropolitan Petroleum Corporation for $1,250,000. Metropolitan, in accordance with the agreement of sale, assigned its rights to Gillin and Petroleum Heat and Power Company.
By the agreement of sale plaintiffs were "to sell, transfer, convey, and deliver to the buyer, free and clear of all liens and encumbrances ... (h) all franchises, licenses, trademarks, trade names, customers and other records and ledgers..." (Italics ours)
The accounts receivable themselves were not sold, but were covered by Paragraph 7 of the agreement, which reads as follows: "7. Collection of Accounts Receivable, The Buyer will use its best efforts until February 1, 1955, diligently to collect, as agent and for the account of PHP, all accounts receivable on the books of PHP on the closing date in respect of sales of fuel oil and oil burners, all such collections to be deposited by the Buyer in an account to be designated by PHP. Any payment received from a customer shall be treated as having been made in respect of the oldest unpaid bills of such customer. The Buyer shall not be deemed to have guaranteed the collection of any such accounts nor shall it be responsible for the collection of any such accounts. The Sellers agree not to attempt to enforce collection of any such accounts receivable prior to February 1, 1955, and not to place any accounts uncollected as of such date in the hands of an
attorney or collection agent for collection without first giving the Buyer an opportunity to ...