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FLOYD R. GANASSI AND G. GRAY GARLAND v. BUCHANAN INGERSOLL (03/25/88)

filed: March 25, 1988.

FLOYD R. GANASSI AND G. GRAY GARLAND, JR., APPELLANTS,
v.
BUCHANAN INGERSOLL, P.C.; WILLIAM RANKIN NEWLIN; M. BRUCE MCCULLOUGH; ALEXANDER & GREEN; RICHARD T. MCDERMOTT; DAVID S. PENNOCK; RICHARD UHL; AND PAMELA J. GIARLA



Appeal from the Order of the Court of Common Pleas, Civil Division, of Allegheny County at No. GD 84-21886.

COUNSEL

James A. Ashton, Pittsburgh, for appellants.

James D. Morton, Pittsburgh, for Ingersoll, Newlin, McCullough, Uhl and Giarla, appellees.

Frederick W. Bodd, III, Pittsburgh, for Alexander & Green and McDermott, appellees.

Rowley, Tamilia and Popovich, JJ.

Author: Popovich

[ 373 Pa. Super. Page 10]

This is an appeal from the order of the Court of Common Pleas of Allegheny County granting the defendants' preliminary

[ 373 Pa. Super. Page 11]

    objections in the nature of a demurrer to the plaintiffs' complaint. We affirm.

As is our function upon an appeal from a decision of the court below sustaining preliminary objections in the nature of a demurrer, we must accept as true every relevant fact sufficiently averred in the plaintiffs' complaint together with every inference favorable to the non-moving party which is fairly deducible therefrom. Wojciechowski v. Murray, 345 Pa. Super. 138, 497 A.2d 1342 (1985).

The complaint, viewed in light of the aforementioned, reveals that in 1975 the plaintiffs (Garland and Ganassi) acquired a controlling interest in FSC Corporation, a holding company incorporated under the laws of Delaware. Ultimately, Garland became Chief Executive Officer and Chairman of the Board of Directors and Ganassi rose to the level of Vice Chairman of the Board of Directors.

In 1981, it appears that FSC was experiencing financial difficulties. In an effort to aid the corporation, the plaintiffs agreed to sell a major portion of their interest in FSC to some investors known as the Portnoy Group. In exchange, the Portnoy Group agreed to infuse five to ten million dollars of new working capital into the corporation. As a part of the agreement, the plaintiffs elected the Portnoy Group to the Board of Directors, resigned their positions as officers and members of FSC and caused the resignation of the balance of the Board of Directors and senior management.

The Portnoy Group took over the management of FSC, the control of which lasted but ten days before it rescinded the agreement and advised the plaintiffs to resume their positions as members of the Board of Directors. In an effort to regain their positions with FSC, the plaintiffs consulted the defendant law firms, ...


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