Hoffman v. Prutzman

12 Pa. D. & C.5th 141
CourtPennsylvania Court of Common Pleas, Lehigh County
DecidedApril 15, 2010
Docketno. 2007-C-2614
StatusPublished

This text of 12 Pa. D. & C.5th 141 (Hoffman v. Prutzman) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Lehigh County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hoffman v. Prutzman, 12 Pa. D. & C.5th 141 (Pa. Super. Ct. 2010).

Opinion

FORD, J.,

This suit stems from a dispute among business associates. In 1981, the plaintiff, Donna Hoffman, and the defendants, Roxanne Prutzman and Donna Grimshaw, opened a hair salon known as The Hair Connection. (Unless otherwise indicated in this opinion, “plaintiff” refers to Donna Hoffman and “defendants” refer to Roxanne Prutzman and Donna Grimshaw.) The three women operated The Hair Connection until 2007, when the plaintiff informed the defendants that she intended to retire from the business. From that point forward, the defendants actively excluded the plaintiff from the management of The Hair Connection and refused to pay the plaintiff a sum equal to the value of her interest in the business after she retired. Defendants, without plaintiff’s input, then operated the salon as a limited liability company named The Hair Connection LLC.

Plaintiff contends that The Hair Connection constituted a partnership at the time of her retirement and that the defendants wrongfully excluded her from the partnership. To enforce her rights as a partner, plaintiff brought this suit on behalf of herself and on behalf of the partnership, The Hair Connection. In her amended complaint, plaintiff named her two former business associates as defendants, as well as the limited liability company the two individual defendants formed, The Hair Connection LLC. In their answer to the amended complaint, defendants state that The Hair Connection operated as a joint venture and that defendants had no obligation to account [145]*145to the plaintiff when she retired from the business. Defendants’ answer includes new matter and defendants stated a counterclaim.

After a bench trial conducted on January 5 and January 6, 2010,1 conclude that The Hair Connection operated as a partnership at the time of plaintiff’s retirement. Additionally, the defendants wrongfully excluded the plaintiff from the partnership. In so doing, defendants breached the fiduciary duty they owed to the plaintiff, their former partner. For the reasons that follow, the plaintiff is entitled to compensatory and punitive damages and the defendants’ counterclaim is denied and dismissed.

FINDINGS OF FACT

On April 20,1981, the plaintiff, Donna Hoffman, and the defendants, Roxanne Prutzman and Donna Grimshaw, entered a written “joint venture agreement” to operate a beauty salon under the name of The Hair Connection. (The agreement is plaintiff’s exhibit no. 1.) The agreement stated that the joint venture would be in effect for a 10-year period unless otherwise terminated. Therefore, the agreement would govern until April 20, 1991. Pursuant to paragraph 18 of the agreement, the parties reserved the right to enter a supplemental agreement to extend the life of the agreement. Such a supplemental agreement had to be executed no later than six months prior to the termination of the agreement.

According to the terms of the agreement, the plaintiff and defendants agreed that each would pay for and pro[146]*146vide their own equipment and retain “all such income as she may produce.” Moreover, each woman retained the right to hire an apprentice. The hiring party would be solely responsible for the payment of her apprentice. Each woman agreed to maintain her own book of business. However, each woman agreed to contribute to a capital account to pay for the expense and upkeep of the joint venture. The agreement further stated that each woman had an equal voice in the management of the business.

In 1985, the plaintiff and defendants purchased the assets of an Allentown hair salon owned by Ralph Campetti. Under the purchase* the three women acquired Mr. Campetti’s book of business and sublet under his lease at Fifteenth and Allen Streets in Allentown. Additionally, the plaintiff and defendants employed a manicurist and two hair stylists and sold hair products to the public for the first time.

After the acquisition of the Campetti hair salon, the organization of The Hair Connection changed in some respects. As envisioned in the agreement, each woman still retained all of the proceeds of hair styling she actually performed. The three women began to equally share the profits generated by the sale of hair products and the services of the manicurist. Further, the three women evenly split the house portion of funds generated by the employee hair stylists. The house portion equaled 50 percent of the employee stylists’ proceeds. The cost of operating The Hair Connection was spread evenly among the three women.

The plaintiff and defendants did not sign a supplemental agreement to extend the life of the agreement prior [147]*147to its expiration on April 20, 1991. Therefore, the joint venture formed by the plaintiff and defendants in 1981 ended at its 10-year anniversary.

After the expiration of the agreement in the spring of 1991, the plaintiff and defendants continued to operate The Hair Connection. The organization of the business remained fundamentally the same from 1985 onward, that is, each woman retained all of the proceeds generated by her own work, while all profits generated from manicures, product sales and employee hair stylists were divided evenly among the three women.

On November 20, 2001, the plaintiff and defendants entered a commercial lease agreement with Fieldstone Associates L.P., to rent the premises owned by Fieldstone at 6750 Iroquois Trail, Suite 4, Allentown, Pennsylvania, 18104. (Plaintiff’s exhibit no. 2.) The three women relocated The Hair Connection to the newly rented premises. The initial term of the lease was five years with an additional three renewal terms of five years each.

At the time they entered this lease, the plaintiff and defendants borrowed approximately $65,000 from Citizens National Bank of Slatington. (Plaintiff’s exhibit no. 5.) On December 18, 2001, the three women borrowed an additional $10,000 from Citizens National Bank of Slatington. They used the loan proceeds to purchase trade fixtures for their new business location and for physical improvements to the leased space.

On November 29, 2004, the plaintiff and defendants entered a business loan agreement with Harleysville National Bank in the amount of $53,170.38 to refinance [148]*148the balance on the $65,000 loan from Citizens National Bank of Slatington. (Plaintiff’s exhibit no. 6.) They refinanced on the recommendation of Erwin Prutzman, the husband of defendant Roxanne Prutzman who acted as the bookkeeper for The Hair Connection.

In 2006, the plaintiff discussed with the defendants her intention to retire from The Hair Connection at some point in 2007. The plaintiff wanted her retirement to coincide with the end of the initial term of the commercial lease of the premises at Iroquois Trail. The lease was set to expire on April 14, 2007.

On January 22, 2007, the plaintiff hand-delivered to the defendants a letter which stated her desire to retire from The Hair Connection. In the letter, the plaintiff recommended that the accountant for The Hair Connection begin the process of her withdrawal from the business. (Plaintiff’s exhibit no. 7.)

The plaintiff and defendants met with the accountant for The Hair Connection, Louis Gentilotti CPA, CFP, on the same day plaintiff gave the letter announcing her retirement. At the meeting, the parties discussed options whereby the defendants could buy-out the plaintiff’s interest in The Hair Connection. Mr. Gentilotti presented the women with three methods of valuing the plaintiff’s interest in the hair salon.

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Bluebook (online)
12 Pa. D. & C.5th 141, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hoffman-v-prutzman-pactcompllehigh-2010.