Appeal, No. 311, Jan. T., 1962, from order of Court of Common Pleas No. 2 of Philadelphia County, Sept. T., 1961, No. 3367, in case of Nochem S. Winnet v. Samuel B. Brenner, Albert Brod, Harry Cooper et al. Appeal quashed.
Walter Stein, with him Harold Berger, and Berger and Stein, for appellant.
Donald Brown, for appellee.
Before Bell, C.j., Musmanno, Jones, Cohen, Eagen, O'brien and Keim, JJ.
OPINION BY MR. JUSTICE COHEN
This is an appeal from a decree of the Court of Common Pleas No. 2 of Philadelphia County granting appellee Winnet's complaint for equitable interpleader.
Prior to this action appellee was designated escrow in an agreement of sale of stock to appellant Samuel B. Brenner as agent for undisclosed principals. Pending the closing of the sale, appellant deposited the sum of $100,000 with appellee in his capacity as escrow pursuant to the terms of the agreement. The agreement of sale provided that "in the event the buyer defaults in his obligation to make payment of the balance of the purchase price at closing," the $100,000 paid to escrow shall be delivered to the sellers as liquidated damages. The closing did not take place and, consequently, conflicting demands for the $100,000 fund held by appellee escrow were made by the buyer and the sellers.
Appellee thereupon filed a complaint in equity for interpleader alleging that conflicting demands had been made upon him by the parties to the agreement for the $100,000 in his custody and that the parties had threatened to institute suit against appellee to compel payment of the money which he was holding in escrow under the agreement. The complaint alleged further that appellee might be subjected to multiple liability to one or more of the parties to the agreement if he made distribution of the funds which he held in escrow. Appellee
also alleged that he was ready and willing to pay the funds to whomever was entitled thereto but could not safely pay them to either or any of the parties to the agreement. And finally, appellee alleged that he had no interest in the fund which he was holding in escrow under the agreement.
The answer of appellant admitted the allegation that the sum of $100,000 was deposited with appellee, but denied that appellee was a naked stakeholder. On the contrary, the answer averred that appellee was acting as agent for the sellers - in addition to his escrow function appellee also served as counsel for sellers - and that under the terms of the agreement it was the duty and responsibility of appellee to furnish appellant with certain documents described in the agreement of sale.
Upon appellee's motion for a judgment on the pleadings, the lower court granted appellee's prayer for interpleader and directed that the buyer and sellers join issue so that it could be determined which of the parties to the agreement was entitled to the funds of $100,000. The court decreed that the $100,000 held by appellee should be delivered to a bank selected by the court. The buyer took an appeal to this court and the ...