Appeal from the Order of the Superior Court at No. 1290 Philadelphia, 1983, Dated September 23, 1983, Affirming In Part and Reversing In Part the Orders of April 27, 1983, and May 9, 1983, of the Court of Common Pleas of Montgomery County, Civil Action, at No. 77-14009, 319 Pa. Superior Ct. 147,
Larsen, Flaherty, McDermott, Hutchinson, Zappala and Papadakos, JJ. Zappala, J., filed a concurring opinion. Nix, C.j., did not participate in the consideration or decision of this case. Larsen, J., did not participate in the decision of this case.
This is the appeal of Harriet Hankin and the Estate of Samuel Hankin (Appellants) from that part of the Opinion and Order of the Superior Court reversing the Order of the Honorable Louis D. Stephan of the Court of Common Pleas of Montgomery County, appointing a receiver to liquidate an estimated $27,000,000.00 in partnership assets. Appellants, together with Moe Henry Hankin,*fn1 Perch P. Hankin, and Pauline Shanken, and their spouses, (Appellees), for
many years operated a family partnership composed of vast real estate holdings. Some of their properties included restaurants, industrial buildings, shopping centers, golf courses, a motel chain, and hundreds of acres of developable ground, estimated to be worth $72,000,000.00 by Moe and Perch Hankin in 1977, (Pages 886a-893a Reproduced Record II). At that time, because of family disagreements and discontent with the management of the partnership, the Hankin family decided to dissolve their partnership. When the Hankins could not agree on how to liquidate the partnership assets, Appellants instituted this equity action in August of 1977, in order to effect a prompt liquidation of the partnership assets.
Six years and three appeals to Superior Court later, Moe Hankin estimated that the remaining unsold property had a value of $27,000,000.00 (Finding Number 6, as amended, Reproduced Record 323a, 324a) and Appellants, for a fourth time, requested the Chancellor to appoint a receiver to oversee liquidation of the remaining property.*fn2 Appellants argued that since the efforts of Appellees in selling these properties were fruitless, a receiver was necessary to end the liquidation and to insure that a fair price would be received for the remaining properties.
Extensive testimony was taken on the need for appointing a receiver. Appellants introduced evidence which they argued supported their positions that Appellees were taking too long in liquidating the remaining properties and that
because of their delays, a smaller return would be realized by the partners from the sale of the properties. Appellees sought to establish that, given the complexities of liquidating the partnership's considerable holdings, their actions were not excessively slow. The Chancellor resolved this issue against Appellees, finding inter alia, that:
1) Appellees had not aggressively marketed the remaining properties (Finding 16);
2) The reason why aggressive marketing of the remaining properties was not accomplished was that Appellee, Moe Henry Hankin, wished to purchase some of these properties for himself at a substantially lower price ($15,000,000.00) than his own prior asserted value ($24,000,000.00) (Finding 16); and
3) Aggressive marketing by someone other than Appellees could result in a higher return on the sales of the properties than the $15,000,000.00 offered by Moe Henry Hankin and could be accomplished more quickly than Appellees could or would. (Findings 13, 14, 15, 16).
Since Appellees had been given more than a fair amount of time to accomplish liquidation and since a neutral party would be in a better position to obtain a higher return for the parties in liquidating the remaining assets, the Chancellor concluded that a receiver was necessary and appointed one by its Order of April 27, 1983. Appellees filed an appeal from that Order to Superior Court, arguing that the appointment of a receiver was an abuse of discretion. Superior Court agreed and reversed the Chancellor's order, reasoning that without a finding of ...