Richard M. Sharp, John J. Pentz, Philipsburg, for appellants.
Edward V. Cherry, DuBois, for appellee, City of DuBois.
Eagen, O'Brien, Roberts, Pomeroy, Nix and Manderino, JJ. Jones, C. J., took no part in the consideration or decision of this case. Roberts, J., concurs in the result. Manderino, J., filed a concurring opinion.
By deed dated December 21, 1930, John E. DuBois and Willie G., his wife, conveyed to the City of DuBois a number of tracts of land. The deed conveying the land contained the following conditions:
"The land herein described is conveyed to City of DuBois for industrial and park purposes. At any time the said City of DuBois shall designate any part of said lands as a public park, then said lands shall be withdrawn from industrial purposes and from then on shall not be sold or leased for industrial purposes."
"Industrial Purposes" was defined in the deed as:
"By 'Industrial Purposes' is meant the location for such factories, railroads, or other concerns that may come to the city needing a location, and the said grantee may convey said lands either on lease for a term of years, or in fee simple, but before such conveyance is made, said industry shall be submitted to the
scrutiny of the Industrial Committee of the DuBois Industrial Association of the First Class, or its successors and assigns, and upon its approval, lands may be either leased or conveyed for industrial purposes."
The deed further directed that before there could be a sale entered into or a lease executed there would have to be approval for the transaction from the DuBois Industrial Association (this body has been superseded by the Industrial Committee of the DuBois Area Chamber of Commerce).
A portion of the land conveyed to the city by the aforementioned deed was a 25.5 acre tract situated within the city limits. By lease dated May 1, 1967, this tract was leased by the DuBois Gateway Fair Association, Inc., an appellant herein, for a period of ten years.*fn1 In January of 1970, Green Dot, Inc., a Pennsylvania corporation approached the DuBois Area Chamber of Commerce seeking their approval to buy 6.3 acres of land, of which approximately 3 acres were under the lease that had been given to appellant, Gateway Fair Association. The committee recommended the sale and the City Council of the City of DuBois appointed a committee to meet with representatives of Green Dot, Inc. to determine the conditions of sale.
Pursuant to these negotiations, the City Council on July 6, 1970, adopted an ordinance authorizing the execution of an agreement permitting the conveyance of the said 6.3 acre tract to Green Dot for the sum of $9,000.00.*fn2 This agreement of sale was contingent upon the obtaining
of court approval under the provisions of the Revised Price Act.*fn3
Upon learning of the action taken by the City Council a complaint in equity to restrain the proposed sale was instituted by John E. DuBois, Jr., and Caroline DuBois, children of the original grantor, and the DuBois Gateway Fair Association, Inc.*fn4 After the filing of an answer by the city and a hearing, an order was entered on June 2, 1971, which provided as follows:
"NOW, this 2nd day of June, 1971, the Court having heretofore issued a preliminary injunction enjoining the City from selling the picnic area; more particularly bounded and described in Ordinance No. 1121 of the City of DuBois, and the parties hereto having agreed that since the City of DuBois holds said land in trust for park purposes it can only be sold under the provisions of the Revised Price Act, and the preliminary injunction issued against the City of DuBois enjoining it from selling the park property is hereby dissolved, and it is further ordered that the surety upon the bond heretofore filed be and it is hereby released from further responsibility thereunder. It is further ordered that all parties one to the other have released each other from any and all ...