423. McClellan Realty foreclosed on its security interest in Raymond Colliery's equipment, culm, silt, contract rights, accounts, and other personalty in a private sale conducted on or about February 28, 1978 and bought in the same.
424. On or about February 28, 1978, James Tedesco, on behalf of McClellan Realty, and Louis Pagnotti, on behalf of Loree Associates, executed a contract whereby McClellan Realty purported to sell all the assets described in Paragraph 422(c) through (k) to Loree Associates for $50,000.
425. No schedule of the specific assets purported to be sold to Loree Associates was prepared.
426. The assets purported to be foreclosed upon and sold by McClellan Realty to Loree Associates were not advertised for sale.
427. The assets purported to be foreclosed upon and sold by McClellan Realty to Loree Associates were not offered for sale to any person or entity not affiliated with Pagnotti Enterprises.
428. The purported sale and purchase of the equipment and other assets was not recorded on the books of Loree Associates or McClellan Realty until May, 1983 which was six months after the start of this trial.
429. To record the $50,000 payment from Loree Associates, McClellan Realty credited the IIT loan principal balance with $50,000 and Tabor Court increased its liabilities by $50,000 presumably to Loree Associates.
430. The stock of Raymond Colliery was foreclosed upon by McClellan Realty and sold for $1.00 at a private sale on October 6, 1978 to Joseph Solfanelli as Trustee for the Pagnotti Group.
431. In each of the aforesaid foreclosure sales McClellan Realty bid in the collateral in its own name or the name of its nominee, Joseph R. Solfanelli.
432. McClellan Realty did not give notice of the proposed private sale to the Trustee in Bankruptcy for Blue Coal, one of the debtors to McClellan Realty, or to any of the guarantors of Raymond Colliery's debt.
433. The only person or entity given notice of the private sales was Hyman Green.
434. McClellan Realty did not secure appraisals for any of the collateral which it sold at the private sales.
435. On December 16, 1980, a second tax sale of the lands of Raymond Colliery was held by the Lackawanna County Tax Claim Bureau.
436. At the December 16, 1980, tax sale Joseph Solfanelli, acting on behalf of Gleneagles Investment Co. (hereafter Gleneagles), a corporation yet to be formed, and others successfully bid on the lands of Raymond Colliery.
437. Solfanelli tendered to the Lackawanna County Tax Claim Bureau his personal check in the amount of $612,239.56 in payment of the bid price.
438. Solfanelli bid $5,394.09 more than the advertised upset bid price.
439. On January 8, 1981, Gleneagles was incorporated under Pennsylvania law with Joseph Solfanelli as the sole shareholder.
440. On January 23, 1981, the Lackawanna County Tax Claim Bureau returned to Solfanelli his personal check for $612,239.56 and accepted Gleneagles' check in the amount of $535,290.39 in its stead.
441. In connection with the 1980 tax sale, Gleneagles also paid 1980 school taxes to the Lackawanna County Tax Claim Bureau in the amount of $93,935.04.
442. The lands of Raymond Colliery were purportedly transferred directly to Gleneagles by the Lackawanna County Commissioners by deed of April 15, 1981.
443. Officers and agents of the Pagnotti Defendants were also agents and controlling stockholders of Raymond Colliery and at least one officer of Raymond Colliery was also an agent of the Pagnotti Defendants at the time of the Lackawanna County 1980 tax sale.
444. The officers and agents of the Pagnotti Defendants who were at that time agents and controlling stockholders of Raymond Colliery did not act in good faith with reference to the creditors of Raymond Colliery when they attempted to divest the creditors' liens by running the lands of Raymond Colliery through the Lackawanna County 1980 tax sale.
445. The Lackawanna County Tax Claim Bureau return to the Court of Common Pleas of Lackawanna County stated that Gleneagles had purchased the Tabor Court properties for $629,225.43, the total of the two Gleneagles payments described in paragraphs 440 and 441.
446. On or about June 23, 1981, Joseph Solfanelli, on behalf of Gleneagles, paid to the Lackawanna County Tax Claim Bureau the $5,394.09 described in Paragraph 438.
447. The Commonwealth of Pennsylvania holds liens on the lands of Raymond Colliery reflecting unpaid corporate taxes owed by Raymond Colliery in the following amounts:
Fiscal Tax Interest to Total due
Year 6/30/83 6/30/83
6/30/69 $18,085.00 $14,873.00 $32,958.00
6/30/70 19,223.00 14,655.00 33,878.00
6/30/71 16,038.00 11,265.00 27,303.00
6/30/72 36,542.00 23,475.00 60,017.00
6/30/74 1,738.00 907.00 2,645.00
6/30/75 30,131.00 13,928.00 44,059.00
6/30/75 410,381.00 189,701.00 600,082.00
6/30/75 17,343.00 8,017.00 25,360.00
6/30/76 193,242.00 77,264.00 270,506.00
6/30/77 193,242.00 65,739.00 258,981.00
6/30/78 193,242.00 54,496.00 247,738.00
6/30/79 193,242.00 42,911.00 236,153.00
6/30/80 217,982.00 35,138.00 253,120.00
Totals $1,540,431.00 $552,369.00 2,092,800.00
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