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BALDASSARRE v. RARE METALS DERIVATIVES (10/12/71)

decided: October 12, 1971.

BALDASSARRE
v.
RARE METALS DERIVATIVES, INC., APPELLANT



Appeal from decree of Court of Common Pleas of Montgomery County, No. 65-13530, in case of Alex P. Baldassarre and Edward C. Mesiti v. William G. Singer, Jr., and Rare Metals Derivatives, Inc.

COUNSEL

Arthur L. Jenkins, Jr., with him Smith, Aker, Grossman & Hollinger, for appellant.

John Paul Curran, with him Parke H. Ulrich, for appellees.

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

Author: O'brien

[ 444 Pa. Page 101]

Appellees, Alex P. Baldassarre and Edward C. Mesiti, are research chemists. Around the middle of 1963, while both chemists were in the employ of different companies, Ogden FitzSimons, a chemical engineer, arranged a meeting between Mesiti and William G. Singer, Jr., president of Rare Metals Derivatives, Inc. (Rare Metals), at FitzSimons' office, for the purpose of discussing employment of Mesiti and his friend, Baldassarre, by Rare Metals. At that meeting, it was agreed that the corporation would initially employ Baldassarre and Mesiti would not join the operations until later.

A second meeting was held on November 8, 1963, at the Coach Inn, Fort Washington, Pennsylvania, attended by Singer, FitzSimons and Baldassarre. Baldassarre explained that he was interested in becoming an owner as well as an employee if he were to quit his then-current job and go to Rare Metals. He and Singer, acting as president of Rare Metals, agreed that he (Baldassarre) and Mesiti would both come to work for Rare Metals at an annual salary of $13,000 each, plus ten percent of the stock of Rare Metals, which was to be divided between them.

In January of 1964, after quitting his previous job, Baldassarre began his employment with Rare Metals. Mesiti joined him in June of the same year. The two

[ 444 Pa. Page 102]

    chemists, during the next year, exerted their full energies and professional talents on behalf of Rare Metals. Nevertheless, the enthusiasm which all shared in November of 1963 began to diminish when Singer kept postponing his obligation to transfer ten percent of the company stock to the two chemists. The two chemists made repeated efforts to reduce their oral agreement to writing, but they were unsuccessful, and were eventually discharged in June of 1965.

On September 5, 1967, the two chemists filed a complaint in equity seeking, inter alia, that Rare Metals be ordered to transfer five percent of its stock to each of them.*fn1 A hearing on September 15, 16 and 17 of 1969 led to a decree nisi ordering Rare Metals to make the requested transfers. After appellant's exceptions were dismissed, and the decree nisi was entered as a final decree, Rare Metals brought this appeal.

Appellant alleges two reasons why the chancellor's decree should be reversed. Neither one has merit. The first argument is based on ยง 8-319 of the Uniform ...


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