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BAEHR BROTHERS AND GUY L. WARMAN v. COMMONWEALTH PENNSYLVANIA (12/21/79)

decided: December 21, 1979.

BAEHR BROTHERS AND GUY L. WARMAN, THOMAS D. THOMSON, ROBERT W. MURDOCH, TRUSTEES, APPELLANTS,
v.
COMMONWEALTH OF PENNSYLVANIA, APPELLEE



No. 120 MARCH TERM, 1978, Appeal from Order entered in Commonwealth Court of Pennsylvania at No. 1750 C.D. 1976 on April 7, 1978, affirming determination of Board of Finance and Review at Docket No. R-RT-1690 (Realty Transfer Tax).

COUNSEL

Guy L. Warman, John Michael Studeny, Metz, Cook, Hanna & Kelly, Pittsburgh, for appellants.

Vincent J. Dopko, Deputy Atty. Gen., Harrisburg, for appellee.

Eagen, C. J., and O'Brien, Roberts, Nix, Manderino, Larsen and Flaherty, JJ. Manderino, J., did not participate in the decision in this case.

Author: Flaherty

[ 487 Pa. Page 235]

OPINION OF THE COURT

The appellants are Trustees for the stockholders of Baehr Brothers, a Pennsylvania corporation, which has been dissolved and whose assets have been distributed to the stockholders jointly and in the same proportionate interest in which they held stock in the corporation. An order of the Commonwealth Court of Pennsylvania has determined that a deed conveying certain realty of the corporation to the Trustees was subject to Pennsylvania Realty Transfer Tax stamps, and is the subject of this appeal.

The parties entered into a stipulation of facts, the pertinent parts of which are as follows:

"On July 18, 1974, the stockholders and the directors of the Corporation adopted resolutions for the dissolution of the Corporation and liquidation.

On July 18, 1973, the stockholders of the Corporation executed an Agreement for Liquidation of Assets of Baehr Brothers Corporation and for Dissolution of Baehr Brothers Corporation.

Article XV of the Agreement created a trust into which any real estate not liquidated at the time of distribution would be placed until sold, or if sale was not possible, until distributed pro rata in kind to the shareholders according to the number of shares of stock each held in the Corporation. The pertinent provisions of Article XV are as follows:

'XV. Distribution: On July 3, 1975, or at such earlier time as liquidation of assets (other than real estate to be distributed in kind in accordance with Article X) has been completed, and after adequate provision has ...


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