Appeal, No. 96, Jan. T., 1961, from decree of Court of Common Pleas of Clearfield County, Feb. T., 1958, No. 7, in case of Mary Alice Crunk, administratrix d.b.n.c.t.a. of estate of Elizabeth B. Thompson, deceased, v. Mid-State Theatres, Inc. et al. Decree affirmed.
Frank G. Smith, with him William U. Smith, Joseph P. Work, and Smith, Smith & Work, for appellant.
Glenn E. Thomson, for appellee.
Before Jones, C.j., Musmanno, Jones, Cohen, Bok and Eagen, JJ.
OPINION BY MR. JUSTICE BENJAMIN R. JONES.
This appeal presents a controversy concerning the ownership of certain stock in a corporation known as Mid-State Theatres, Inc. (Mid-State) located in Clearfield, Pa.*fn1 The personal representative of the Elizabeth Thompson estate (Estate)*fn2 instituted an equity action in the Court of Common Pleas of Clearfield
County claiming that when Elizabeth Thompson (decedent) died on October 10, 1951 she was the owner of 902 shares of Mid-State stock and demanding the issuance by Mid-State of a certificate for this stock. Upon issue joined and after hearing, President Judge PENTZ of the court below found that the Estate was entitled to a certificate for 860 shares of Mid-State and directed Mid-State to issue a certificate for 860 shares. Mid-State appeals from that decree.
Clearfield Amusement Company (Company), incorporated in 1925, changed its corporate name to Mid-State on January 1, 1942, and on April 18, 1942, corporate action of Mid-State provided that, upon surrender of Company certificates, new Mid-State certificates, one for one, would be issued. Decedent claimed to own 242 shares of Company stock and she surrendered all her certificates for such shares in exchange for new certificates.*fn3
Decedent and her husband, Howard J. Thompson, in addition to being stockholders in the Company, allegedly owned a theatre business partnership and allegedly in 1942 they transferred all the partnership assets and liabilities to Mid-State in exchange for 2,000 shares of Mid-State. It is claimed that at the time of this exchange decedent owned 39% and Howard J. Thompson 61% of the partnership, that Mid-State issued 2,000 shares of which 309 shares were issued to decedent's present personal representative as an individual for an indebtedness owed her by the partnership,
leaving for distribution between the two partners, decedent and Howard J. Thompson, 1691 shares to which decedent was entitled to 39% or 660 shares and Howard J. Thompson 61% or 1031 shares. Neither decedent during her ...