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WERSBA v. SEILER

February 13, 1967

Sally WERSBA
v.
John J. SEILER, Alfred Seiler, Ernest Seiler, Wersba-Seiler, Inc., Wonder Knitting Mills, Inc., and Albert Schlager



The opinion of the court was delivered by: CLARY

 CLARY, Chief Judge.

 This is a diversity action in which it is alleged that through concerted action and corporate mismanagement, defendants caused and allowed plaintiff's property to be sold at a Sheriff's sale. Plaintiff claims damages in excess of $90,000.00. On December 21, 1966, this Court, after hearing the evidence, delivered an oral opinion denying plaintiff's claims. Now, after submission by the parties of Requests for Findings of Fact and Conclusions of Law, the Court makes the following

 FINDINGS OF FACT

 1. The plaintiff, Sally Wersba, is an individual residing at 200 Atlantic Avenue, Lynbrook, Long Island, New York.

 2. The defendants, John J. Seiler, Alfred Seiler and Ernest Seiler, are brothers residing in the Borough of Slatington, Lehigh County, Pennsylvania.

 3. The corporate defendants, Wersba-Seiler, Inc. and Wonder Knitting Mills, Inc., are corporations duly organized and existing under the laws of the State of Pennsylvania, having their principal place of business in the Borough of Slatington, Lehigh County, Pennsylvania.

 4. The defendant, Albert Schlager, is an individual residing in the Borough of Slatington, Lehigh County, Pennsylvania, and is the owner of premises known as 530 Main Street, Slatington, Pennsylvania.

 5. Charles Wersba is and was the husband of Sally Wersba and was the principal stockholder and President of a New York business corporation which manufactured slipper socks and toe guards and which was known as Charles Wersba Hosiery Corporation.

 6. In December of 1956, Charles Wersba Hosiery Corporation had a manufacturing plant located in Long Island City, New York, the lease for which was about to expire.

 7. In December of 1956, an agreement was entered into between Charles Wersba and John Seiler that the business of Charles Wersba Hosiery Corporation would be transferred to Slatington, Pennsylvania, and a new corporation formed to manufacture slipper socks and toe guards.

 8. On December 11, 1956, Charles Wersba and John Seiler, as individuals, entered into a lease with Albert Schlager for part of the premises known as 530 Main Street, Slatington, Pennsylvania, to be used for the manufacture of slipper socks and toe guards by the corporation to be subsequently formed and known as Wersba-Seiler, Inc.

 9. Thereafter, Charles Wersba and John Seiler caused to be formed a new corporate entity known as Wersba-Seiler, Inc., for the purpose of carrying on the business previously done by Charles Wersba Hosiery Corporation.

 10. Plaintiff, Sally Wersba, was a fifty per cent (50%) stockholder in defendant corporation, Wersba-Seiler, Inc., and was a Director and Secretary-Treasurer of the said corporation.

 11. John Seiler was the President and also a Director of Wersba-Seiler, Inc., and he was responsible for the operations of the said corporation.

 12. Ernest Seiler was a Director of Wersba-Seiler, Inc., but was not actively engaged in the conduct of the business. Alfred Seiler was not an officer or Director but was an employee of Wersba-Seiler, Inc.

 13. Charles Wersba was not an officer or a Director of Wersba-Seiler, Inc., but he was responsible for the sales of the said corporation.

 14. Sally Wersba, who remained in Long Island, New York, did not take an active part in the management or operation of the business of Wersba-Seiler, Inc., and Charles Wersba, with his wife's knowledge and permission, acted for her whenever necessary.

 15. On January 2, 1957, a lease agreement was entered into between Charles Wersba Hosiery Corporation, lessor, and Wersba-Seiler, Inc., lessee, for the lease of machinery and equipment to be used on the premises at 530 Main Street, Slatington, Pennsylvania, for the manufacture of slipper socks and toe guards.

 16. The machinery and equipment, together with the inventory of finished and unfinished slipper socks and toe guards of Charles Wersba Hosiery Corporation, were moved from New York and placed on the leased premises at 530 Main Street in Slatington, Pennsylvania, and ...


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