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PETROLEUM MKTG. CORP. v. ELLIS

January 16, 1963

PETROLEUM MARKETING CORPORATION, a corporation
v.
Robert W. ELLIS, Defendant



The opinion of the court was delivered by: GRIM

The trial judge makes the following

FINDINGS OF FACT

 1. Plaintiff, Petroleum Marketing Corporation ('Pemarco') is a corporation organized and existing under the laws of the State of Delaware, which maintains its principal place of business in a jurisdiction other than the Commonwealth of Pennsylvania.

 2. Defendant, Robert W. Ellis, is an individual and a citizen of the Commonwealth of Pennsylvania, residing within the Eastern District of Pennsylvania.

 3. The amount in controversy exceeds the sum of $ 10,000, exclusive of interest and costs.

 5. Contemporaneously with the execution of the stock purchase agreement, plaintiff and defendant executed written addendum thereto, dated April 2, 1962, which defendant prepared and submitted to plaintiff, and in which plaintiff made changes prior to execution. The addendum provided:

 'Whereas Universal Petroleum Sales, Inc., and R. W. Ellis have been negotiating for the takeover of several leased stations by various suppliers, namely Sinclair, Sun, Texaco, Chevron, Richfield, American and Phillips 66, Ellis shall continue to have the right to pursue the disposition of the following leased locations and the equipment and leasehold improvements therein until 11/30/62, unless disposed of prior thereto by Universal Petroleum Sales, Inc. or Pemarco. The locations involved are known as Claymont, Delaware, State Line, Brandywine, Fairville, Downingtown, Paoli and Berwyn. Pemarco and Universal may also seek the disposition of these locations. However, regardless of who negotiates the disposition, or to whom, any capital gain realized on the disposition of the leasehold or the equipment therein shall inure to the sole and exclusive benefit of R. W. Ellis.'

 6. The term 'locations' means gasoline service stations.

 7. After April 2, 1962, the Claymont station was taken by the State of Delaware in eminent domain proceedings, and the Berwyn station was closed by plaintiff.

 8. On June 8, 1962, plaintiff sold to defendant the equipment of the Fairfield station and transferred the leasehold to him, all at a price of $ 1,800 less than its book value as of April 2, 1962.

 9. On July 8, 1962, defendant requested that plaintiff sell the State Line and Downingtown stations and transfer to him the leaseholds thereof. Plaintiff refused defendant's request on the ground that the addendum recited in the 5th Finding of Fact applied to the sale of all of the stations as a group, and not piecemeal to individual stations in the group.

 The trial judge makes the following

 CONCLUSIONS OF LAW AND DECLARATORY ...


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