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SEABOARD INDUSTRIES v. MONACO (03/18/71)

decided: March 18, 1971.

SEABOARD INDUSTRIES, INC.
v.
MONACO, APPELLANT



Appeal from decree of Court of Common Pleas, Trial Division, of Philadelphia, March T., 1967, No. 1884, in case of Seaboard Industries, Inc., v. Albert B. Monaco.

COUNSEL

John Justin McCarthy, for appellant.

Ronald H. Isenberg and Bernard J. Smolens, with them Isenberg, Goldin & Blumberg, and Schnader, Harrison, Segal & Lewis, for appellee.

Bell, C. J., Jones, Cohen, Eagen, O'Brien, Roberts and Pomeroy, JJ. Opinion by Mr. Justice Roberts. Mr. Justice Cohen took no part in the decision of this case.

Author: Roberts

[ 442 Pa. Page 257]

Appellant and another corporate officer were found by the chancellor to have violated their fiduciary duties of loyalty and faithfulness to the corporation they served, Seaboard Industries, Inc., by having diverted a corporate opportunity to their own personal use. They were ordered to file accountings and to return to the corporation all monies received.

Appellant filed an accounting stating he had obtained $14,400 as a result of taking advantage of the corporate opportunity. This amount was contested by the corporation. The chancellor resolved the issue by finding that appellant's actual receipts amounted to $18,500. The other officer was found to owe $188,625.

Appellant does not contest the chancellor's finding that he is accountable to the corporation for $18,500. Rather he appeals from a decree on September 9, 1969 holding him jointly liable for the total sum of $207,125. We affirm.

As appellant does not challenge the basic determination of his having breached his fiduciary duties to Seaboard Industries, we need not set forth in detail the more than 300 separate findings of fact made by the chancellor. However, we will sketch an outline of the

[ 442 Pa. Page 258]

    transactions involved and particularly appellant's connections with them.

Appellee, Seaboard Industries, Inc. is a closely held Pennsylvania corporation. Appellant, Albert B. Monaco, served as the Secretary of Seaboard from June, 1963, until February 12, 1964, and was retained as legal counsel for Seaboard from its incorporation in September, 1962, until June, 1965.

On May 25, 1963, Seaboard entered into a written assignment of lease agreement whereby Seaboard acquired the rights to mine, reclaim and remove coal from certain deposits owned by the Blue Ridge Real Estate Company. Thereafter, in September Seaboard and Blue Ridge entered into a lease directly between themselves under which Seaboard was entitled to the same rights, and was to pay Blue Ridge a royalty of 35 cents a ton. The lease was predated May 27, 1963, and was to run for ten years.

Seaboard commenced to reclaim and mine the coal in June, 1963. At that time, John D. Howley was the president. He continued in office until July, 1963, when Walter F. Joachim assumed control and management of Seaboard. Prior to Joachim's becoming ...


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