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YOUNGSTOWN INDUSTRIAL AND DEVELOPMENT CORPORATION v. HILLCREST SHOPPING CENTER (07/02/63)

July 2, 1963

YOUNGSTOWN INDUSTRIAL AND DEVELOPMENT CORPORATION
v.
HILLCREST SHOPPING CENTER, APPELLANT.



Appeal, No. 138, March T., 1963, from order of Court of Common Pleas of Westmoreland County, No. 3184, 1963, in equity, in case of Youngstown Industrial and Development Corporation, Inc. v. Hillcrest Shopping Center, Inc. and Walter J. Kruse. Appeal dismissed.

COUNSEL

Alvin J. Porsche, with him Joseph S. Schuchert, Jr., and Porsche, Schuchert & Sapp, for appellants.

Myron W. Lamproplos, with him Joseph M. Loughran, and Loughran and Loughran, for appellee.

Before Bell, C.j., Musmanno, Jones, Cohen, Eagen, O'brien and Roberts, JJ.

Author: Eagen

[ 411 Pa. Page 611]

OPINION BY MR. JUSTICE EAGEN

On June 18, 1959, the plaintiff, Youngstown Industrial and Development Corporation, Inc. (Youngstown), entered into a written agreement with the defendant, Hillcrest Shopping Center, Inc. (Hillcrest), providing for the construction, leasing and financing of a certain shopping center in Westmoreland County,

[ 411 Pa. Page 612]

Pennsylvania. The agreement provided that any controversy or question arising between the parties in reference thereto should be settled by arbitration. As part of the transaction, the shareholders of Hillcrest pledged all of the then issued and outstanding shares of stock in that corporation to Youngstown as security for the repayment of loans totaling $41,308.48, and agreed not to issue any additional stock in Hillcrest until the loans were repaid.

When the shopping center was completed and leased, Hillcrest refused to carry through to completion its covenants under the contract because of alleged incomplete and defective construction. Upon petition of Youngstown, arbitrators were appointed by the court below under the Act of April 25, 1927, P.L. 381, 5 P.S. ยง 161 et seq., to explore and determine the merits of the dispute. This proceeding is still pending.

Several months later, Youngstown instituted this action in equity. The complaint alleged, inter alia, that in violation of the agreement, Hillcrest subsequently issued a large quantity of shares of stock in the corporation to the defendant, Kruse. It requested, inter alia, the cancellation of these corporate shares and an injunction restraining any further change in the corporate stock structure to prevent impairment of Youngstown's security.

On March 25, 1963, after a preliminary hearing, the court below entered an order temporarily restraining Hillcrest and Kruse from using any of Hillcrest's income and freezing the latter's bank account. It further stated that the order was to remain in effect until March 29, 1963, at 1:30 p.m. o'clock, at which time if the matters involved were not settled a receiver would be appointed for Hillcrest. The nature of the order was prompted by the court's desire to ...


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