The application of the relevant law of the U.C.C. involving closely intertwined findings of both law and fact, plaintiffs' requested Conclusions of Law (Document 77) Nos. 101-104, 201-205, 301, 302, 307, 308, 310, 311, 401 and 405; defendant Penrose's requested Conclusions of Law (Document 79) Nos. 1 and 2; and defendants William H. and Harry S. Sylks' suggested Conclusions of Law (Document 78) Nos. A(2), B(1) and C(1) are GRANTED; the form, price, terms, and negotiation of the Field Contract was a commercially reasonable disposition in all aspects, made after reasonable notice, and after an appraisal of the collateral and a financial investigation of the buyer that were equally commercially reasonable in the unique circumstances of this case.
Plaintiffs' and defendants' other requested Conclusions of Law are affirmed only to the extent that they are adopted by the foregoing discussion, conclusions and specific findings. They are denied in all other respects.
In accordance with the discussion with and agreement among all counsel, a final and appealable order will be entered declaring the Field Sale commercially reasonable, and the plaintiffs may submit a proposed order of distribution (including provision for interpleader if desired) of the proceeds realized by the sale, together with claims for interest and expenses as allowed by § 9-504 and the various pledge agreements. In aid of this order, the additional relief requested under Count I will be granted, ordering the appropriate defendants to cooperate fully in preparing an application to the F.C.C. for transfer of control of WPEN to Martin W. Field.
Although defendants have reserved the right to introduce more evidence and arguments upon submission by the plaintiffs of any proposed order of distribution of funds, the present record indicates that defendant Walter E. Heller & Co. has a lien senior to that of Powers to the extent of interest advanced personally by William Sylk to United as payment of interest on the Senior Notes. Similarly, the present record shows Powers has a valid claim for interest on his notes at 6% from December 1, 1964.
After approval of any proposed order of distribution, the balance of any such sums remaining may be paid into court if desired until a subsequent hearing shall determine, as to all remaining creditors and the debtor, the order of distribution.
January 25, 1968
And now, January, 25, 1958, on consideration of the foregoing findings of fact and conclusions of law and the record, it is expressly determined under F.R.Civ.P. 54(b) that there is no just reason for delay in entering final declaratory judgment on Count II of the Complaint and judgment is entered for plaintiffs and against defendants as follows:
The defendant, Penrose Industries Corporation, being in default under various agreements with the plaintiffs (Exhibits A, C, E and see Document 5), it is adjudged that:
(1) The plaintiff, Old Colony Trust Company, is lawfully entitled to sell the capital stock of William Penn Broadcasting Company as collateral security for the obligations of Penrose Industries Corporation under notes held by plaintiffs, United Ventures, Inc. and Gabriel Powers (Exhibits A and B);
(2) The plaintiffs, United Ventures, Inc. and Gabriel Powers are lawfully entitled to sell a debenture of William Penn Broadcasting Company (issued January 31, 1962, Exhibit F) under the pledge agreements between these plaintiffs and the defendants Sylk (Exhibits G and H); and,
(3) The contract of sale of May 26, 1967 (Exhibit I) between Old Colony Trust Company, United Ventures, Inc., and Gabriel Powers (Sellers), and Martin W. Field, buyer, for the sale to the buyer of the above stock and debenture held as collateral by the sellers, is a commercially reasonable disposition of collateral as required by Article 9 of the Uniform Commercial Code, including particularly sections 9-504 and 9-507, and is an otherwise lawful contract of sale.