No. 1456 April Term, 1978, Appeal from the Order of the Court of Common Pleas of Westmoreland County, Criminal Division, at No. 13 January Term 1975.
Lawrence G. Zurawsky, Pittsburgh, for appellant.
Albert M. Nichols, Greensburg, for appellee.
Cercone, President Judge, and Wieand and Hoffman, JJ. Wieand, J., did not participate in the decision or consideration of this case.
[ 279 Pa. Super. Page 278]
Appellant, the Keibler Detective Agency, Inc. [hereinafter Keibler], takes this appeal from the lower court's denial of its motion to approve successor officers filed pursuant to the provisions of the Private Detective Act of 1953*fn1 [hereinafter called the Act]. Keibler argues that the lower court exceeded its authority under the Act when it denied said Keibler's motion because the court disapproved of the purchase by Youngwood Electric Metals, Inc. of Keibler's Detective Agency. We agree with Keibler's argument, and reverse and remand.
Keibler is a Pennsylvania corporation that was originated by its namesake, Paul M. Keibler sometime in 1974. Prior to incorporation, Mr. Keibler as an individual was licensed as a private detective on October 20, 1970 and thereafter maintained such a license for approximately four years, operating under the name of the Keibler Detective Agency. Sometime in 1974, Mr. Keibler incorporated the agency and on March 21, 1975 a private detective license was approved by the court for Keibler Detective Agency, Inc. Owing to ill
[ 279 Pa. Super. Page 279]
health, Mr. Keibler, as president of the corporation, limited his role to that of a supervisor, and turned the daily business responsibilities over to James J. Fleming. On March 23, 1978, Mr. Keibler sold all of the outstanding common stock in the detective agency to Youngwood Electronic Metals, Inc. [hereinafter Youngwood]. Youngwood intended to continue the operation of the former Keibler corporation as its wholly-owned subsidiary. In conjunction with this sale, Mr. Keibler resigned as president of the agency and new officers were elected. James J. Fleming, Mr. Keibler's former employee, was elected treasurer of the detective agency. The officers of president and secretary were to be filled by Mr. Thomas G. Dvorcak. Accordingly, on April 21, 1978, Keibler filed a motion to approve successor officers.*fn2 Following a hearing, the lower court denied Keibler's petition, listing two reasons in support of its ruling. Primarily, the court was of the opinion that the Private Detective Act effectively forbids such a transfer of ownership since the Act does not provide for such a transfer. The lower court reasoned that since a private detective has what the lower court terms as a close and confidential relationship with his client, then it would be deceptive to the public to allow other individuals or another corporation, such as Youngwood, to continue to operate the Keibler Agency after its founder, Paul Keibler, has sold his interest. Additionally, the lower court said that it had some doubt as to whether a private detective agency could be a subsidiary corporation of Youngwood.
We first address the question of whether the Private Detective Act forbids a sale of all of the stock in an incorporated detective agency, and therefore, whether the Act forbids a transfer of ownership of such an agency. The Act generally provides, "No person, partnership, association or corporation should engage in the business of private detective . . . without having first obtained a license so to do as hereafter provided."*fn3 Regarding the actual application for a license, the Act states,
[ 279 Pa. Super. Page 280]
"Any person, partnership, association, or corporation, intending to conduct a private detective business . . ., or the business of a detective agency . . ., or intending to own, conduct, manage or maintain a bureau or agency . . . or, while engaged in any other lawful business activities also intending to engage in any one or more of the activities [of a private detective] . . ., shall, for each such bureau or agency, and for each and every subagency, office and branch office to be owned, conducted, managed or maintained by such ...