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LEVY AND SURRICK v. ROBERT B. SURRICK (04/30/87)

filed: April 30, 1987.

LEVY AND SURRICK, A PROFESSIONAL CORPORATION, APPELLANT,
v.
ROBERT B. SURRICK, APPELLEE



Appeal from the Judgment of the Court of Common Pleas of Delaware County, at No. 82-15371.

COUNSEL

Michael F. Wenke, Media, for appellant.

William J.C. O'Donnell, Paoli, for appellee.

Montemuro, Kelly and Roberts, JJ.

Author: Montemuro

[ 362 Pa. Super. Page 511]

Appellant Levy and Surrick, a professional corporation, challenge the entry of judgment in favor of appellee Robert B. Surrick by the Court of Common Pleas of Delaware County. The sole issue on appeal is whether the trial court should have instructed the jury on the law of agency as well as on the "corporate opportunity" doctrine. Because the

[ 362 Pa. Super. Page 512]

    charge to the jury included an adequate explanation of the law as it applies to the evidence presented, we affirm.

Levy and Surrick (the corporation), a professional corporation engaged in the practice of law, brought this action against its former president and 50-percent shareholder, Robert B. Surrick. Among other things, the corporation alleged that Mr. Surrick usurped for his private gain a business opportunity that rightfully belonged to the corporation. The jury returned a verdict in favor of Mr. Surrick, and the court denied the corporation's motions for post-trial relief. This timely appeal followed.

The evidence produced at trial reveals the following: In 1978, Mr. Surrick sold a piece of his personal real estate holdings to Haverford 2 Associates, a partnership that consisted of Vincent and Thomas Spano. At that time, the Spanos owned commercial real estate known as the "Wallingford Mini-mall" in Delaware County. The Spanos had advertised the Mini-mall for sale to the general public, and Thomas Spano approached Mr. Surrick as a potential purchaser. Mr. Surrick began sporadic negotiations with the Spanos regarding the possible sale. Meanwhile, in February of 1979 American Cablevision of Pennsylvania, Inc. (ACP), a client of appellant corporation, began to rent space in the Mini-mall from the Spanos. As an employee of appellant corporation, Mr. Surrick represented ACP in numerous legal matters. This representation included drafting the lease agreement between ACP and the Spanos.

ACP extended their Mini-mall lease in July of 1979 for a period of 10 years. In August, Mr. Surrick purchased the Mini-mall from the Spanos by assuming the Spanos' mortgage and by canceling the balance of the debt that Haverford 2 Associates had incurred when it purchased Mr. Surrick's real estate in 1978. As a part of this transaction, the Spanos assigned to Mr. Surrick the 10-year ACP lease. Mr. Surrick purchased the Mini-mall and acquired the ACP lease on his own behalf, not on behalf of appellant corporation. Arthur Levy, the other 50-percent shareholder in the corporation, testified that Mr. Surrick did not disclose his

[ 362 Pa. Super. Page 513]

    potential interest in the Mini-mall until the day of the settlement in August of 1979. Mr. Surrick, however, testified that he had disclosed his interest to Mr. Levy early in 1979, ...


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