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HELSEL v. RODGERS ET AL. (10/09/70)

decided: October 9, 1970.

HELSEL
v.
RODGERS ET AL., APPELLANTS



Appeals from orders of Court of Common Pleas of Clearfield County, Feb. T., 1969, Nos. 4 and 5, in case of Carl Helsel et al. v. James M. Rodgers et al.

COUNSEL

Paul S. Foreman, with him Leo C. Mullen and Mullen, Casanave & Foreman, for appellants.

Marvin L. Wilenzik, with him Eugene Cimino, for appellees.

Bell, C. J., Jones, Cohen, Eagen, O'Brien, Roberts and Pomeroy, JJ. Opinion by Mr. Justice Cohen. Concurring Opinion by Mr. Justice Roberts.

Author: Cohen

[ 440 Pa. Page 517]

These are appeals from two orders of the Court of Common Pleas, Equity Division, of Clearfield County dismissing preliminary objections to two complaints in equity. One action, at No. 361 January Term, 1970, concerns the affairs of Long's Dairies, Inc. The other, at No. 362 January Term, 1970, concerns the affairs of Laurel Co-operative, an Agricultural Association.*fn1

After the complaints were filed, the Long's appellants filed preliminary objections alleging that equity was without jurisdiction because quo warrantor was the proper remedy, that the issue should have been tried in Blair County in which the principal office of the corporation was located and that there was no venue in Clearfield County because there had been no service on any defendant within that county. The Laurel appellants filed preliminary objections alleging that quo warrantor rather than a complaint in equity was the proper remedy and that the jurisdiction for such was in Blair County alone and secondly that there was no venue in Clearfield County because there had been no service on any defendant within that county. The court below felt the issues should not be decided upon the pleadings alone and that a hearing should be held. It therefore entered two orders dismissing the preliminary

[ 440 Pa. Page 518]

    objections without prejudice and directing the filing of answers within twenty days.*fn2

The background of the Long's Dairy dispute is as follows. As a result of a dispute between shareholders a special board of directors was created on December 15, 1965 to serve for a three year term in order to resolve the difficulties. This attempt was unsuccessful, and the board expired on December 15, 1968. After that there was a dispute as to how the corporation would be run, and on February 14, 1969 a meeting was held at which thirty-one out of the forty-one shareholders were represented. At this meeting the Long's appellees were chosen as directors; thereafter they attempted to take control of the corporation's affairs.

As to Laurel Co-operative, no directors had been elected in 1966, 1967 and 1968, and twenty members undertook to organize a special meeting early in 1969. That meeting was held on March 17, 1969, and the twenty-seven members present unanimously elected the Laurel appellees directors. When the Laurel appellees attempted to take control of the co-operative, they met opposition from the Laurel appellants who were its manager and accountant.

The initial question we must face is whether the Long's appellants and the Laurel appellants have raised a jurisdictional question within the Act of March 5, 1925, P. L. 23, § 1, 12 P.S. § 672. In their preliminary objections both sets of appellants alleged that because this action was a test of title ...


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