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RUGGIERI v. WEST FORUM CORPORATION ET AL. (10/12/71)

decided: October 12, 1971.

RUGGIERI
v.
WEST FORUM CORPORATION ET AL., APPELLANTS



Appeal from decree of Court of Common Pleas of Chester County, No. 1910 of 1967, in case of Antonio Ruggieri and Rosa Ruggieri v. West Forum Corporation, Valentino Ruggieri and Anna Zampitella, executrix of estate of Louis Zampitella, deceased.

COUNSEL

Frank J. Marcone, for appellants.

Ralph W. Kent, with him Kent, Elicker & McQuiddy, for appellees.

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

Author: O'brien

[ 444 Pa. Page 176]

Antonio Ruggieri and Rosa Ruggieri, appellees, were the owners of a restaurant-taproom business and the real estate on which it was situated, known as the "Val Rose" in Malvern, Pennsylvania, and were the licensees of a liquor license for the premises. The business was managed by their son, Valentino Ruggieri (Valentino). The name "Val Rose" is a combination of the names of Rose and Valentino Ruggieri, mother and son.

Antonio Ruggieri, who had had his leg amputated before June, 1966, was an elderly immigrant, almost unable to read the English language. His wife, Rosa, whose knowledge of English was only slightly better

[ 444 Pa. Page 177]

    than her husband's, was also up in years. For this reason, both responded favorably to suggestions by their son, Valentino, that they turn the business over to him and a partner, Louis Zampitella (Zampitella), one of the appellants in this case. Zampitella and Valentino formed the West Forum Corporation for the purposes of purchasing and operating the business. Testimony indicates that the senior Ruggieris intended that Zampitella would pay $40,000 for his share of the premises and liquor license, whereas Valentino was to receive his share from his parents as a gift.

In any event, on September 12, 1966, the senior Ruggieris entered into a written contract with West Forum Corporation, acting by and through its president and treasurer, Zampitella, and its secretary, Valentino, under the terms of which the corporation was to purchase the restaurant-taproom business, the real estate on which it was operated, and the liquor license for the sum of $40,000, to be paid by the execution and delivery of a judgment note for $40,000, due and payable October 1, 1966. The contract provided for no down payment, in escrow or otherwise, of any cash amount. The contract was prepared by counsel for Valentino. Neither of the senior Ruggieris fully understood its contents, but when they suggested that it should be submitted to their lawyer, both Valentino and Zampitella told them that that would not be necessary. Rosa Ruggieri telephoned her attorney, who advised her not to sign. Nevertheless, in reliance on the representations of their son, Valentino, the senior Ruggieris signed the contract.

Immediately after execution of the contract, the West Forum Corporation entered into possession of the restaurant premises and began operating the business. They also caused the application for transfer of the liquor license, duly executed by the senior Ruggieris,

[ 444 Pa. Page 178]

    to be delivered to the Liquor Control Board. Even though the sales agreement had provided that the judgment note for the $40,000 purchase price was to be payable October 1, 1966, every time the Ruggieris inquired as to their money, their son explained that they would ...


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