No. 1081 April Term, 1978, Appeal from the Order of the Court of Common Pleas of Clearfield County, Civil Division, at No. 75-26-Equ
Joseph Colavecchi, Clearfield, for appellant.
James A. Naddeo, Clearfield, for appellees.
Hester, Brosky and Van der Voort, JJ.
[ 300 Pa. Super. Page 551]
This appeal concerns an action brought in equity seeking an accounting of certain partnership interests. Appellant is the son of Robert F. Hansel, Sr., deceased. In January, 1946, Robert F. Hansel, Sr. and his brother, Stephen, formed two partnerships: S. R. Hansel Coal Mining Company and S. R. Hansel Farms. A written agreement termed "Partnership Agreement" was signed by Robert and Stephen Hansel March 27, 1948. Clause (10), entitled "Termination by Death," states that upon the death of either party, the surviving partner shall have the option to purchase the deceased party's interest in the partnership. In 1961, Robert and Stephen Hansel drafted and signed an agreement termed, "Articles of Agreement -- A Restatement of a Partnership Already Existing But Which Terms Were Never in Writing." The agreement provided that the profits and losses of the business shall be distributed and borne in the following proportions: S. R. Hansel, 2/3 share, and Robert Hansel, 1/3 share. Clause (17) provided that in the event of the death of one of the partners, the partnership shall continue for a period of three years and with the written consent of the widow and/or executor, for a further two year period. Clause (19) provided that the value of the
[ 300 Pa. Super. Page 552]
deceased partner's interest shall be determined by an audit of the books of the company as of the day of death of the deceased partner.
On August 29, 1963, Robert F. Hansel, Sr. died testate. At that time, all but one of his heirs were minor children. Girard Hansel, son of surviving partner, Stephen Hansel, and Wendell Hansel, brother of both partners, were appointed co-executors of Robert Sr.'s estate. Stephen Hansel continued to operate the partnerships until his death on March 9, 1971. Stephen's sons, Girard and Leon, were appointed co-executors of their father's estate.
No accounting of the partnerships was filed by Robert Sr.'s executors at the time of his death. Nor was an accounting filed by Stephen's executors at the time of his death. In 1974, an accounting of Robert Sr.'s estate was filed by Girard Hansel. After examining the accounting, appellant concluded that it was inaccurate and improper and that his father's affairs, as well as the business of the partnerships, had been mismanaged by the late Stephen Hansel and by Girard, Wendell*fn1 and Leon Hansel. In 1975, appellant filed a petition to remove Girard and Wendell as co-executors of his father's estate. Girard and Wendell were removed and appellant was appointed administrator d. b. n. c. t. a.*fn2
Thereafter, on September 26, 1979, appellant filed a complaint in equity against Girard and Leon Hansel as co-executors of the estate of Stephen Hansel and against Helen Hansel, Stephen's widow, individually. In the complaint, appellant recounts one hundred and ninety-six separate financial transactions allegedly representing misuses of partnership
[ 300 Pa. Super. Page 553]
funds.*fn3 Appellant requested the following relief: payment by defendants to appellant as administrator d. b. n. c. t. a. of his father's estate, the value of the interest of Robert Hansel, Sr. and S. R. Hansel Coal Mining Company and S. R. Hansel Farms as of the date of death of Robert Hansel, Sr., plus accrued interest; the filing by defendants of a full, complete and accurate accounting of the partnerships and the liquidation thereof from the date of Robert Sr.'s death; and the surrender by defendants of all books, records, papers and other property belonging to the partnerships. Appellant ...