Fell, R. v. 340 Associates, LLC

125 A.3d 75, 2015 Pa. Super. 212, 2015 Pa. Super. LEXIS 577, 2015 WL 5779335
CourtSuperior Court of Pennsylvania
DecidedOctober 5, 2015
Docket3009 EDA 2014
StatusPublished
Cited by12 cases

This text of 125 A.3d 75 (Fell, R. v. 340 Associates, LLC) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Fell, R. v. 340 Associates, LLC, 125 A.3d 75, 2015 Pa. Super. 212, 2015 Pa. Super. LEXIS 577, 2015 WL 5779335 (Pa. Ct. App. 2015).

Opinion

OPINION BY

FITZGERALD, J.:

Appellant, Ryan Fell, appeals from the judgment entered in the Chester County Court of Common Pleas following a two-day bench trial and the denial of her motion for post-trial relief. Appellant challenges the trial court’s determination that Appellees, 340 Associates, LLC, and 334 Kayla, Inc., did not fraudulently transfer 340 Associates’ sole asset — a liquor license — to avoid collection on a verdict entered in Appellant’s favor in a separate Dram Shop Act 1 action. We hold the trial court erred by holding 334 Kayla appropriately compensated 340 Associates for the liquor license under Section 5104(b)(8) of the Pennsylvania Uniform Fraudulent Transfer Act 2 (“PUFTA”). We vacate the judgment in favor of Appellees, reverse the order denying Appellant’s post-trial motion, and remand with instructions to enter judgment in favor of Appellant and for further proceedings as set forth below.

We adopt the trial court’s findings of fact set forth at paragraphs one through twenty-four, twenty-seven, twenty-eight, thirty-one, and thirty-two, as set forth below:

1. Defendant 340 Associates LLC is a limited liability company formed on June 8, 2001 (“340 Associates”).
2. 340 Associates is a single purpose entity formed to purchase and hold a liquor license.
3. On March 25, 2002, 340 Associates purchased Liquor License R11807 (“the License”). The purchase was approved by the Pennsylvania Liquor Control *77 Board (“PLCB”) for the purpose of operating a bar and restaurant.
4. Since 2003[,] the sole members of 340 Associates have been Michael Andrew McCool and Raymond Christian McCool, who manage 340 Associates’ operations.
5. In December 2004, 340 Associates entered into a management agreement with Nazario and Rosa Tapia to manage a bar/restaurant known as The Famous Mexican Restaurant, located at 334-340 East Lincoln Highway, Coatesville (“the Propei'ty”). Mr. Tapia was approved by the PLCB to manage the License.
6. As a result of problems at The Famous Mexican Restaurant, the property was placed in the Nuisance Bar Program by the PLCB and the License[e] was required to enter into a Conditional Licensing Agreement, which required, inter alia, alcohol management training, cooperation with police, a prohibition on weapons, and monitoring outside of the bar.
7. At the end of 2005, McCool Properties, LLC (“McCool Properties”) purchased the Property. Thereafter, the Tapias paid rent to McCool Properties.
8. McCool Properties is a separate entity from 340 Associates. The members of McCool Properties are Michael Andrew McCool, Raymond Christian McCool and Raymond R. McCool, now deceased.
9. On January 4, 2006, 340 Associates began to market the License for sale, using a multiple listings service and a sign posted at The Famous Mexican Restaurant.
10. On March 15, 2007, [Appellant] was injured by a car driven by Omar Villaiva-Martinez.
11. In the fall of 2007, The Famous Mexican Restaurant ceased operations and closed, whereupon the License was put into safe-keeping with the PLCB.
12. On November 8, 2007, [Appellant] filed suit against Villaiva-Martinez and others, including 340 Associates. [Appellant] alleged that Villaiva-Mar-tinez had been served alcoholic beverages while visibly intoxicated prior to causing the car accident in which she was injured. No liquor liability insurance was in place at the time [Appellant] was injured.
13. Through May, 2009, 340 Associates did not receive[ ] any offers for the License.
14. In June, 2009, Jose Diaz saw the For Sale sign at the property where The Famous Mexican Restaurant had been located and subsequently offered to purchase the License for $75,000.
15. In June, 2009[,] 334 Kayla, Inc., a corporation formed by Diaz (“Kayla”), and 340 Associates entered into an Agreement of Sale for the License at the agreed upon price of $75,000.
16. In June, 2009[,] [334] Kayla entered into a lease with McCool Properties for the property formerly occupied by The Famous Mexican Restaurant (“the Lease”).
17. The Lease is for an initial five-year term with an option to extend for two additional five-year terms. At the Lease’s expiration, [334] Kayla is required to sell the License to McCool Properties or its assignee for market value. In addition, the License is security for the Lease. ■ Therefore, [334] Kayla is restricted and may not sell, transfer, pledge or assign the License during the term of the Lease.
18. On December 21, 2009[,] the PLCB approved the transfer of the License to [334] Kayla.
19. In February, 2010, [334] Kayla and 340 Associates closed on the sale of *78 the License with 340 Associates taking back a noté for the 'full purchase price (“the Note”).
20. On August 18, 2010[,] a jury rendered, a verdict in favor of [Appellant] in the amount of Six Million Eight Hundred Thousand Dollars ($6,800,000) and against ten defendants, including 340' Associates.
21. [Appellant] commenced this action on September 14, 2011 ünder the Pennsylvania Uniform Fraudulent Transfer Act, 12 Pa.C.S.A. §§ 5101-5110.
22. On July 3, 2012[, 334] Kayla began to make payments to 340 Associates under the Note for the purchase of the License. At the time of hearing, [334] Kayla’s payments totaled $13,342.72.
23. Under the terms of the Note, payments for the purchase Of the License were to have 1.) started one month following closing, 2.) continued for 60 consecutive months and 3.) been made in the amount of $1,415.35 per month.
24. 340 Associates deferred payment on , the Note until [334] Kayla had got the restaurant/bar open and on its feet.
• >i> $
27. At all times [334] Kayla has been controlled by Diaz and Nereida Jaquez, neither of whom have any interest in 340 Associates or McCool Properties.
28. Kayla and its shareholders are not insiders or parties related to 340 Associates or McCool Properties.
* * *
31. The transfer of the License from 340 Associates to Kayla is a matter of public record.
321 A bench trial was held on May 21-22, 2014. ■

Trial Ct. Op., 5/28/14, at 1-3. ■

340 Associates’ only asset was the liquor license, which was offered for sale at $375,000. Appellant’s Trial Ex. 6. (N.T. Dep. of Raymond C. McCool, 8/8/11, at 6); Appellant’s Trial Ex. 14.

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Cite This Page — Counsel Stack

Bluebook (online)
125 A.3d 75, 2015 Pa. Super. 212, 2015 Pa. Super. LEXIS 577, 2015 WL 5779335, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fell-r-v-340-associates-llc-pasuperct-2015.