No. 211 March Term, 1978, Appeal from the Decree of the Court of Common Pleas, Orphans' Court Division of Allegheny County, Pennsylvania at No. 605 of 1976.
David F. Alpern, Alpern & Alpern, Pittsburgh, for appellants.
John E. Evans, Jr., Evans, Ivory & Evans, Pittsburgh, for Estate of Bonnie B. Cooperman, Deceased.
David J. Greenberg, Pittsburgh, for Estate of Jack Cooperman and Life Insurance Trust.
Stephen Israel, Pittsburgh, for Robert Halsband.
Eagen, C. J., and O'Brien, Roberts, Nix, Manderino, Larsen and Flaherty, JJ. Manderino, J., did not participate in the decision of this case.
Appellants*fn1 seek to surcharge appellee Union National Bank of Pittsburgh, the executor of Jack S. Cooperman's estate, for selling stock owned by the estate at a price claimed to be less than adequate consideration. The Orphans' Court Division of the Allegheny County Court of Common Pleas rejected appellants' claim as meritless and refused to impose a surcharge. We agree, and affirm the decree.
Decedent Cooperman, with his father-in-law and brother-in-law, each owned one-third of the stock in a corporation, B&C Playlands, Inc., principally engaged in the sale of novelty items and maintenance of arcade machines. The minutes of a corporate shareholder meeting, held June 1, 1974, govern the rights of surviving owners to purchase decedent's interest in the corporation. These minutes provide:
"In the event of the death of Jack Cooperman . . . his estate shall be paid 1/3 the market value of the corporate net worth."
Decedent died on December 8, 1975. Appellee filed its inventory of the estate on September 8, 1976. The estate's one-third interest in B&C Playlands, Inc. was valued at $2,576.33. No objection to the inventory was interposed. On September 24, 1976, appellee sold the estate's interest in the corporation to decedent's brother-in-law, a surviving owner, for this amount. ...