Appeal from Judgment of the Court of Common Pleas, Civil Division, of Allegheny County, No. GD 79-16215.
Stephen J. Harris, Pittsburgh, for appellants.
Louis C. Long, Pittsburgh, for appellees.
Brosky, Wieand and Lederer, JJ. Lederer, J., was specially assigned by the Supreme Court, heard oral argument, and participated in the initial decision to quash. He did not participate in the decision of the appeal on its merits following remand by the Supreme Court.
[ 363 Pa. Super. Page 99]
This matter is before the Superior Court following remand, 512 Pa. 330, 516 A.2d 705, by the Supreme Court with instructions to consider the merits of the appeal.*fn1
S.N.T. Industries, Inc. was a corporation engaged in the operation of a fast food restaurant under the name of "The Doggery" in the Pitt Building in downtown Pittsburgh. Fifty percent of the corporate stock was owned by Stephen P. Stavros and Tula Stavros, husband and wife, as tenants by the entireties. The other fifty percent of the stock was owned by Clifford Geanopulos and his son, Nicholas. Thomas Geanopulos, another son of Clifford Geanopulos, owned, with his brother, Nicholas, The Doggery, Inc., which
[ 363 Pa. Super. Page 100]
operated a growing number of fast food outlets also under the name of "The Doggery."
S.N.T. Industries conducted its business in the Pitt Building pursuant to lease with Lepar, Inc. A lease had been executed in 1977 for a five year term with an option to renew for another five year term. The lease, however, contained a provision permitting termination upon sale of the Pitt Building; but if the building were sold within five years, the tenant was to be permitted to recoup a proportionate part of the cost which it had expended in remodeling the demised premises. The building was thereafter sold by Lepar, Inc. to Coin Flip Associates; and on January 30, 1979, all tenants of the Pitt Building received formal written notification that their leases were being terminated. In fact, however, all tenants except S.N.T. Industries, Inc. were permitted to remain in the building and were able to re-negotiate their leases.
Stavros attempted to negotiate a new lease on behalf of S.N.T. Industries, Inc. with Edward Goldston, the managing partner of Coin Flip Associates. At this time friction already existed between the Stavros and Geanopulos interests, and Stavros had offered to sell his interest or buy the other one-half interest for $60,000. Clifford Geanopulos refused to accept either of these propositions. When Stavros expressed a desire to offer a higher rental for a new lease, the amount thereof was vetoed by Clifford Geanopulos. Clifford Geanopulos, however, made no effort himself to negotiate a new lease for the corporation's business. Although Clifford and Nicholas Geanopulos denied knowledge thereof, the evidence was clear that at the same time, Thomas Geanopulos was secretly negotiating a lease on behalf of The Doggery, Inc. On March 20, 1979, S.N.T. Industries, Inc. was given written notice that negotiations were at an end and that the premises were to be vacated no later than May 31, 1979. Believing the corporation was going out of business, Stavros was induced to agree to a sale of the corporation's equipment to Thomas Geanopulos, who represented that he would use it in some other location.
[ 363 Pa. Super. Page 101]
On the final day of operation, Stavros accepted his portion of the price for the equipment and his portion of the refund from the landlord, believing that all operations were ceasing. On the next business day, much to his surprise, he found the same business being operated from the same premises, under the same name, i.e., The Doggery, by Thomas Geanopulos. The ...