No. 779 APRIL TERM, 1977, Appeal from the Order of the Court of Common Pleas, Civil Division, of Greene County, at No. 177 February Term, 1978.
David G. Petonic, Greensburg, for appellant.
James Hook, Waynesburg, for appellee.
Cavanaugh, Hoffman and Van der Voort, JJ.
[ 282 Pa. Super. Page 10]
The issue before us is the ownership of a 20-year lease, with purchase option on a 66-acre tract of land in Greene County located on Ten-Mile Creek near its confluence with the Monongahela River. The lease and option agreement was entered into on October 30, 1972, between Harry D. Ford and Paul Gaskill, et ux., (hereinafter, Ford and Gaskill) as lessors, and Paradise Haven, Inc., (hereinafter, Paradise Haven) as lessee. Paradise Haven was incorporated in 1972 with Thomas Gazica, (hereinafter, Gazica) and William C. Housley, (hereinafter, Housley) as owners and operators of the company.
From 1972 to 1975, Paradise Haven operated a marina on the leased property but with poor financial results. Housley was forced out of the management in 1975. No rent was paid on the lease during these years and other debts were incurred.
On March 5, 1976, Housley filed a Petition in the lower Court to have Gazica removed as manager of Paradise Haven and a Custodian appointed pursuant to 15 P.S.
[ 282 Pa. Super. Page 111383]
(A). Gazica filed an Answer denying all allegations of mismanagement. On August 13, 1976, at the conclusion of a hearing on the issue, the Court ordered the appointment of three custodians. On October 1, 1976, the custodians moved to have Paradise Haven declared insolvent. On October 12, 1976, the Court appointed John Stets as Receiver and ordered him to sell all the assets of Paradise Haven and wind up its business affairs. The Receiver took sealed bids for the sale of all assets as a package and Pleasure Harbor Marina, Inc., (hereinafter, Pleasure Harbor) with Housley as its agent, made the high bid, $77,500. The sale to Pleasure Harbor was confirmed by the Court on April 27, 1977. Pleasure Harbor's claim to the 20-year lease and purchase option is based on this purchase of assets.
Arthur J. Boyle, Jr., (hereinafter, Boyle), appellant herein, claims title through a purchase of the land from Ford and Gaskill on January 14, 1978 and a purported assignment to him by Paradise Haven on the same date of its interest in the leasehold. This assignment was made by Gazica in the name of Paradise Haven. This was subsequent to his removal by the Court and to the Receiver's sale of all of the assets of Paradise Haven. On January 24, 1978, Boyle's lawyer wrote a letter to Pleasure Harbor giving it a 30-day notice to vacate the premises, apparently on the assumption that Pleasure Harbor was either a trespasser or a tenant at will. No default was asserted in the notice. On March 1, 1978, Boyle started an eviction proceeding against Pleasure Harbor before a District Magistrate. On March 21, 1978, Pleasure Harbor petitioned the lower Court for a Declaratory Judgment to determine the ownership and status of its leasehold. On the same date, it obtained an Order from the Court staying the proceeding before the District Magistrate so that all matters could be considered simultaneously by the lower Court.
After protracted hearings, the lower Court entered an Order on March 23, 1979, to the effect that Pleasure Harbor owned and possessed the leasehold interest, originally held by ...