the requisite number of handbills had been posted.
For both substantive and procedural reasons, the purported sale was invalid.
Welded's retention of Phoenix's steel constituted a conversion since Welded did not have a valid lien. In addition, Welded has failed to establish any right to damages for handling, storage, or partial manufacturing. Therefore, Phoenix is entitled to the value of its property, $273,516, plus interest from June 30, 1969, the date its return was demanded, less $51,013.08, the amount of Phoenix's unpaid invoices to Welded. Welded is not entitled to interest because Phoenix offered to pay its debt to Welded as one of the conditions for the release of its steel, an offer which Welded was not justified in refusing.
Based upon the foregoing Findings of Fact and for the reasons set forth herein, I reach the following:
CONCLUSIONS OF LAW
1. This Court has jurisdiction under 28 U.S.C. § 1332.
2. Pennsylvania law applies.
3. The contract between the parties, as contained in letters dated September 20, 1965, and September 29, 1965, was terminated and not breached.
4. The sum of $51,013.08 admitted by Phoenix to be due Welded on invoices rendered in July, 1969, by Welded for finished tubing did not become due and payable under the agreement between the parties until 30 days thereafter, and formed no basis for a valid lien, or for the refusal to deliver possession of the coils to Phoenix on June 30, 1969.
5. The term in the agreement between the parties providing for the payment by Phoenix after Welded's work has been completed and an invoice rendered, amounts to a prior contractual waiver by Welded of any possessory lien.
6. Welded's claim for an unspecified sum alleged to be due from Phoenix for work performed by Welded on the 1,517 tons of slit coils, or for storage and handling of the whole coils forms no basis for a valid lien, or for the refusal to deliver possession of the coils to Phoenix, on June 30, 1969.
7. Welded did not establish a valid claim for handling and storage of whole coils. Welded impliedly undertook the handling and storage of whole coils as an incidental obligation in the performance of the agreement, and the agreement neither contemplated nor provided for any charges therefor.
8. Welded did not establish any right to recover for shot blasting, oiling and slitting, or for any other work, in the partial processing of the 1,517 tons of Phoenix's slit coils.
9. On June 30, 1969, and thereafter, Welded wrongfully detained 2,655 1/2 tons of steel coils belonging to Phoenix.
10. In the conduct of the sale, November 23, 1970, Welded failed to take reasonable steps to protect Phoenix's property interests. The sale was invalid because Welded had no lien, breached its duty of good faith, and failed to follow the applicable statutory provisions.
11. Welded's purported purchase of Phoenix's steel on November 23, 1970, was invalid.
12. Phoenix is entitled to recover the value of its steel computed at $103. per ton, $273,516., less the amount due Welded for finished goods, $51,013.08, plus interest, $77,356.79, a total of $299,859.71.