Hill v. Hill

420 A.2d 1078, 279 Pa. Super. 154, 1980 Pa. Super. LEXIS 2525
CourtSuperior Court of Pennsylvania
DecidedMay 30, 1980
Docket14
StatusPublished
Cited by16 cases

This text of 420 A.2d 1078 (Hill v. Hill) 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
Hill v. Hill, 420 A.2d 1078, 279 Pa. Super. 154, 1980 Pa. Super. LEXIS 2525 (Pa. Ct. App. 1980).

Opinions

MONTGOMERY, Judge:

This equity action was initiated by Appellant to secure an accounting from the individual Defendants-Appellees on the basis of an alleged breach by Appellees of their fiduciary duties as Directors of Hill Equipment Company (hereinafter referred to as “Hill Co.”). Further, the Appellee sought to secure a declaration that certain assets acquired by Hillcrest Oil Service Equipment Company (hereinafter referred to as “Hillcrest Co.”) from the Hill Co. should be held in trust for the benefit of Appellants.

Plaintiff-Appellant Eleanor R. Hill and Defendant-Ap-pellee Hubert H. Hill were husband and wife.1 The record in this case demonstrates that underlying the dispute between the parties was a marital and property dispute between Mr. and Mrs. Hill. Certain facts appear undisputed in the record. In 1968, Mr. and Mrs. Hill incorporated Hill Co. [157]*157Of the 2,700 shares authorized, Mrs. Hill was issued 1,349 and Mr. Hill received 1,351. Both Mr. and Mrs. Hill were on the Board of Directors, along with the Defendant-Appellee, Stanley R. Griffin, who was the accountant for Hill Co. Mr. Hill was the President and manager of the concern, which engaged primarily in the installation of equipment in gasoline service stations. Mrs. Hill worked as a full-time bookkeeper of the company until September 20, 1971, when she was dismissed from that position. Despite the termination of that employment, Mrs. Hill continued to serve as a director until 1974, receiving a director’s fee of $125.00 weekly during this period.

During the years 1971 through 1974, Mr. Hill also operated two car wash businesses known as Colonial Car Wash (in Connellsville, Pennsylvania) and Maple Lane Car Wash (in Uniontown, Pennsylvania). Hill Co. serviced these stations at various times. In March, 1973, Mr. Hill organized Hill-crest Co. to conduct a similar business to that being conducted by Hill Co. However, Hillcrest Co. did not actually start to do business until June, 1974. Mr. Hill and Stanley R. Griffin were officers and directors of Hillcrest Company.

Prior to her discharge from employment in 1971, Mrs. Hill was also employed by her husband as a bookkeeper for the two car washes which he owned as an individual. The real estate on which the Connellsville car wash was operated was held by Mr. and Mrs. Hill as tenants by the entireties. The land on which the Uniontown car wash was operated was leased from a third party. The equipment used by both car wash facilities was held, in a separate proceeding, to belong to Mrs. Hill as a surviving tenant by the entireties.2

After extended hearings in the lower court, the Chancellor issued the following Decree Nisi:

1. That all injunctions and orders heretofore entered, particularly including the order of June 17, 1975, enjoining the dissolution of the Hill Equipment Company, remain in full force and effect until further order of the Court.
[158]*1582. That the estate of Hubert H. Hill account for all transactions between the Hillcrest Oil Equipment Service Company and the Hill Equipment Company, particularly including the sale of a car wash conveyor and rental for the use of the Hill Equipment Company equipment and shop.
3. That such accounting reflect the then existing fair market value of all benefits derived by Hillcrest from all of its transactions with Hill Equipment Company, particularly including the sale of a car wash conveyor and rental for the use of the Hill Equipment Company equipment and shop, with full credit for amounts already paid.
4. That the Estate of Hubert H. Hill pay the amount found to be owed to the Hill Equipment Company.
5. That the costs shall be borne by the Estate of defendant, Hubert H. Hill, deceased.

Exceptions were filed and overruled by the Court en banc, and the Decree Nisi was entered as the Final Decree, from which this appeal has arisen. On this appeal, Appellant seeks:

(1) an accounting from the individual Defendants-Ap-pellees for corporaté funds of Hill Co. used by them for their individual benefits;
(2) an accounting for profits derived by Hillcrest Co. from the diversion of corporate opportunities from Hill Co. to Hillcrest Co.; and,
(3) the declaration of a constructive trust for that property acquired by Hillcrest Co. on which the Appellant, Eleanor Hill and her husband, the Appellee Hubert H. Hill had held an option for purchase, prior to the acquisition of said property by Hillcrest Co., allegedly with funds of Hill Co. or related entities.

We shall address each of these issues seriatum, below.

CORPORATE FUND MISUSE

The first issue confronting us in this appeal is whether the evidence supports a finding that Mr. Hill and Mr. Griffin [159]*159unlawfully used corporate funds of Hill Co. for individual benefit. Appellant directs our attention only to the use of Hill Co. assets in the operation of the two car washes operated by Mr. Hill, individually, from September, 1971, through 1974.3

The finding of fact made by the Chancellor on this subject was: “Between September of 1971 and June of 1974, the Hill Equipment Company performed services for and loaned funds to the Colonial Car Wash and the Maple Lane Car Wash, as had been the practice before September of 1971. The remuneration involved was substantially below the rate charged unrelated businesses. However, both stockholders of Hill Equipment Company owned some part of the assets of the two car washes.” However, the Chancellor refused to order an accounting of these transactions between Mr. Hill and Hill Co. because “. . . the major assets of the businesses were clearly owned by Hubert H. and Eleanor R. Hill as tenants by the entireties.” Although he recognized that Mr. Hill was the sole proprietor of those businesses, the Chancellor refused to order an accounting because he found there was no evidence to show that the benefits of these transactions were unfairly divided between the two parties, and even if there was such evidence, he expressed an unwillingness to delve into the details of the financial support in the parties’ marriage relationship. The Chancellor stated he was expressing no opinion as to whether or not creditors of the allegedly insolvent Hill Co. would be able to challenge such transactions.

We agree with the Chancellor that the instant proceeding was not a case in which the adjustment of the interests of Mr. and Mrs. Hill in their entireties property or their marital support problems should have been involved. However, we cannot agree that the refusal to order an [160]*160accounting was proper in light of the Chancellor’s finding that the Corporation charged the director’s individually owned businesses a rate substantially below that which would have been charged to unrelated businesses. We are of the opinion that the reasons given by the learned Chancellor for refusing to order an accounting of such transactions between Mr. Hill and Hill Co. were not valid. Having found that the transactions were for the advantage of Mr. Hill, and contrary to the interests of all stockholders and creditors of Hill Co., he should have ordered that an accounting of the same be made.

In Lutherland, Inc. v. Dahlen, 357 Pa.

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Cite This Page — Counsel Stack

Bluebook (online)
420 A.2d 1078, 279 Pa. Super. 154, 1980 Pa. Super. LEXIS 2525, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hill-v-hill-pasuperct-1980.