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Mark Hershey Farms, Inc. v. Robinson

Superior Court of Pennsylvania

May 25, 2017

MARK HERSHEY FARMS, INC., Appellee
v.
SCOTT T. ROBINSON, AS EXECUTOR OF THE ESTATE OF LONNIE L. ROBINSON; SCOTT T. ROBINSON, INDIVIDUALLY; MEADOW VALLEY DAIRY, INC.; 915 GALEN HALL ROAD ASSOCIATES, L.P.; JESSICA COW II, LLC, AND MED O VALLEY FARMS, A PENNSYLVANIA PARTNERSHIP APPEAL OF: SCOTT T. ROBINSON

         Appeal from the Judgment Entered June 14, 2016 In the Court of Common Pleas of Lebanon County Civil Division at No.: 2010-02612

          BEFORE: LAZARUS, J., STABILE, J., and DUBOW, J.

          OPINION

          DUBOW, J.

         Appellant, Scott T. Robinson, individually, appeals from the June 14, 2016 Judgment entered by the Lebanon County Court of Common Pleas after a bench trial. We reverse.

         The relevant facts, as gleaned from the certified record, are as follows. Mark Hershey Farms, Appellee, manufactures, sells, and delivers feed for dairy cattle to individual farms. Appellant's father, Lonnie Robinson, owned a dairy farm and purchased feed from Appellee for several years. Lonnie placed the ownership interests for the land and business operations in various corporate entities. Lonnie purchased feed from Appellee through the entity known as Meadow Valley Dairy, Inc. ("Meadow Valley").

         On February 13, 2009, Lonnie died with an outstanding debt owed to Appellee of approximately $118, 741.31 for previously delivered feed. Appellant was designated as the Executor of Lonnie's Estate in Lonnie's Will. Lonnie's Will was probated in the Orphan's Court of York County and Letters Testamentary were issued to Appellant on February 19, 2009. Appellant was the sole beneficiary of the Estate.

         The trial court described the ownership situation of Meadow Valley as follows:

Lonnie L. Robinson is the owner of 100 percent of the stock of this corporation, which is the operating corporation for the dairy farm located at 915 Galen Hall Road. All of the operating expenses of Meadow Valley Dairy, Inc. were paid directly by Lonnie L. Robinson from his personal accounts during his lifetime, and after his death, by the estate in order to continue the operation of the dairy farm at 915 Galen [Hall] Road [] until such time as the milk market improves and this asset can be liquidated by the estate.

Trial Court Opinion, 2/8/16, at 5.

         After Lonnie's death, Appellant exercised control over the farm and its operations as Executor of Lonnie's Estate and as an employee of Meadow Valley. Appellant continued to order feed from Appellee through Meadow Valley. He failed to pay $294, 448.98, and by October 2010, Meadow Valley owed Appellee a total of $413, 190.29.

         On October 21, 2010, Appellee initiated the instant action by filing a Complaint against Appellant individually, Appellant as Executor of Lonnie's Estate, Meadow Valley Dairy, Inc., 915 Galen Hall Road Associates, Jessica Cow II, LLC, Med O Valley Farms, and Meadow Valley Dairy Farm. Appellee's two counts against Appellant individually were (1) breach of contract based on a handwritten letter that Appellant gave Appellee, and (2) unjust enrichment based on the feed deliveries to the farm from which Appellant benefited. For a remedy, Appellee sought specific money damages. Appellee did not request equitable relief. Appellee never amended or sought leave to amend the Complaint.

         Prior to trial, the parties submitted a Joint Pre-Trial Stipulation on February 16, 2015. The Stipulation held all defendants liable for the entire amount of $413, 190.29, except Appellant individually. As a result, the only issue remaining for trial was Appellant's individual liability based upon the two counts described above.

         Following a bench trial, the trial court rendered its written verdict in favor of Appellee in the amount of $413, 190.29. The trial court pierced the corporate veil to find Appellant liable individually for the debts incurred by Meadow Valley Farm, Inc., despite his failure to "[attain] membership/ownership status with regard to the corporate entity." Trial Court Opinion, 2/8/16, at 10. After the filing of Post-Trial Motions, the trial court also found Appellant individually liable on this alternative basis. Trial Court Opinion, 6/14/16, at 6-8.

         On June 14, 2016, following Post-Trial Motions, the trial court filed an Order amending the verdict award to $294, 448.98 and entering Judgment.[1]

         On June 29, 2016, Appellant filed a timely Notice of Appeal. The trial court filed a Pa.R.A.P. 1925(a) Opinion, but did not ...


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