In Re Milton Hershey School Trust

807 A.2d 324, 2002 Pa. Commw. LEXIS 761
CourtCommonwealth Court of Pennsylvania
DecidedSeptember 18, 2002
StatusPublished
Cited by21 cases

This text of 807 A.2d 324 (In Re Milton Hershey School Trust) is published on Counsel Stack Legal Research, covering Commonwealth Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In Re Milton Hershey School Trust, 807 A.2d 324, 2002 Pa. Commw. LEXIS 761 (Pa. Ct. App. 2002).

Opinions

OPINION BY

President Judge COLINS.

Before this Court is the appeal of the Hershey Trust Company and Milton Hershey School (collectively, Trust) seeking a stay of the special injunction issued by Senior Judge Warren G. Morgan of the Dauphin County Orphan’s Court and the Trust’s emergency application for expedited ruling on the merits of Judge Morgan’s grant of the special injunction. The preliminary or special injunction prohibits the Trust from entering into any agreement or understanding that would or could commit the Trust to a sale or other disposition of any or all shares of Hershey Foods Corporation held as the corpus of the Milton Hershey School Trust pending the Orphan’s Court’s disposition of the Pennsylvania Attorney General’s petition for citation for rule to show cause why a proposed sale of the Trust’s controlling interest in Hershey Foods should not be conditioned upon court approval.

The history of this matter is set forth in detail in Judge Morgan’s opinion, which we attach. Briefly, since 1918, the Trust’s corpus has consisted primarily of a controlling interest in Hershey Foods, previously known as the Hershey Chocolate Company. The Trust has recently proposed sell[326]*326ing its controlling interest in Hershey Foods in an effort to diversify its assets. The Attorney General filed a petition for citation and request for special injunction pursuant to his office’s parens patriae powers.1 After a hearing, the Orphan’s Court granted the preliminary or special injunction, and the Trust appealed to this Court, seeking a suspension of the injunction pending appeal. The Orphan’s Court denied a request for suspension filed simultaneously in that court. In our scheduling order, we raised the issue of our appellate jurisdiction over this matter. Subsequently, the Trust filed an emergency application for an expedited ruling on the merits of the Orphan’s Court’s preliminary injunction.

Jurisdiction

The Commonwealth Court’s jurisdiction over appeals from the courts of common pleas is set forth in 42 Pa.C.S. § 762. Any appeal that is not, by statute, taken to the Commonwealth Court or to the Supreme Court under 42 Pa.C.S. § 722, falls under the residual jurisdiction of the Superior Court pursuant to 42 Pa. C.S. § 742. The Commonwealth Court has exclusive jurisdiction over final orders of the courts of common pleas in all civil actions or proceedings “[b]y the Commonwealth government, including any officer thereof acting in his official capacity.” 42 Pa. C.S § 762(a)(1)(h). “Proceeding,” “[¡Includes every declaration, petition or other application which may be made to a court under law or usage or under special statutory authority, but the term does not include an action or an appeal.” 42 Pa. C.S. § 102. The present matter having been initiated by the Attorney General’s Office by the filing of its petition for citation in the Orphan’s Court,2 we conclude that this Court has jurisdiction pursuant to 42 Pa.C.S. § 762(a)(1)(h).

As a separate basis for jurisdiction, in cases where no objection is made to the lack of jurisdiction before the record of proceedings is filed, the failure of an appellee to file an objection to the jurisdiction operates to vest jurisdiction in the appellate court. Pa. R.A.P. 741. Here, the record was filed in this Court on September 10, 2002, and no party has objected to our exercise of jurisdiction.

Appeal from Grant of Preliminary Injunction

Because we agree with the Trust that the Court has all of the necessary information and argument necessary to determine the merits of this appeal, we grant the Trust’s application for expedited ruling on the merits of the appeal of the preliminary injunction.

The prerequisites for a preliminary injunction are 1) that the injunction is necessary to prevent immediate and irreparable harm that could not be compensated by damages; 2) that greater injury would result by refusing the injunction than by granting it; 3) that the injunction [327]*327restores the parties to the status quo that existed immediately before the alleged wrong; 4) that the wrong is manifest and the injunction is reasonably suited to abate it; and 5) the applicant’s right to relief is clear. City of Philadelphia v. District Council 33, 528 Pa. 355, 598 A.2d 256 (1991). To establish a clear right to relief, the applicant must show that it is likely to succeed on the merits. Id. Our review of a trial court’s grant of a preliminary injunction is to determine whether there were any reasonable grounds for the trial court’s action, and we will reverse only if no such grounds exist. Id.

The Trust argues that the Attorney General has no authority to prevent an otherwise lawful disposition of trust assets under the guise of protecting the public. This underlying legal issue, while important, is not the focus of our review. Rather we must review the record to determine whether the trial court had the “apparently reasonable grounds” required to support its decision. A review of the record and Judge Morgan’s opinion does not immediately convince us no apparently reasonable grounds exist to support the order as one that restores the status quo, prevents the immediate and irreparable harm that would result if the Trust proceeded with a sale of its controlling interest in Hershey Foods before the issues raised by the parties are resolved, and prevents a greater injury than what might result if the injunction were denied.

In ruling on the Attorney General’s likelihood of success on the merits, Judge Morgan states that given the existence of the other elements necessary in order to obtain a preliminary injunction, it is sufficient that “substantial legal questions are raised that must be resolved to determine the ultimate rights of the parties.” (Orphan’s Court opinion, p. 14.) The sale of Hershey Foods, if consummated, would be irreversible and would terminate the entire legal proceedings prior to a resolution of the case on the merits.

Because we cannot conclude that no reasonable grounds exist to support Judge Morgan’s order, we must affirm his grant of the preliminary injunction. The Trust’s application for stay of the injunction pending appeal is therefore dismissed as moot. In the interest of concluding this matter and to mitigate any harm to the Trust or the public interest that might result from the imposition of the preliminary injunction, we will direct that the Orphan’s Court rule on the merits of the controversy expeditiously.

Judge LEAVITT did not participate in this decision.

ORDER

AND NOW, this 18th day of September 2002, the order of the Court of Common Pleas of Dauphin County, Orphan’s Court Division in the above-captioned matter is affirmed. The appellants’ application for stay of the trial court’s order is dismissed as moot.

The Orphan’s Court is directed to rule on the merits of this controversy within 30 days of the entry of this order.

ATTACHMENT

IN THE ORPHANS’ COURT DIVISION

COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA

IN RE: MILTON HERSHEY SCHOOL TRUST

NO. 712, YEAR OF 1963

Sept. 10, 2002

ADJUDICATION

The Hershey Trust Company and the Board of Managers of the Milton Hershey [328]

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In Re Milton Hershey School Trust
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Cite This Page — Counsel Stack

Bluebook (online)
807 A.2d 324, 2002 Pa. Commw. LEXIS 761, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-milton-hershey-school-trust-pacommwct-2002.