Relms Corp. v. Borough of Indiana

25 Pa. D. & C.3d 175, 1981 Pa. Dist. & Cnty. Dec. LEXIS 67
CourtPennsylvania Court of Common Pleas, Indiana County
DecidedJuly 20, 1981
Docketno. 31 C.D., 1981
StatusPublished
Cited by1 cases

This text of 25 Pa. D. & C.3d 175 (Relms Corp. v. Borough of Indiana) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Indiana County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Relms Corp. v. Borough of Indiana, 25 Pa. D. & C.3d 175, 1981 Pa. Dist. & Cnty. Dec. LEXIS 67 (Pa. Super. Ct. 1981).

Opinion

EARLEY, J.,

This matter is before the court on de novo hearing on three cases consolidated by the court because the cases present common questions of law and fact. Reims moved for declaratory judgments ofits rights against White Township and the Borough of Indiana and appealed a decision of White Township under the Administrative Agency Act.

Reims is claiming as against White Township [176]*176that it had no authority to enter into a contract whereby Reims was granted exclusive franchise rights to provide cable television services within the township and that the township unreasonably refused to grant approval of a rate increase proposed by Reims. Against the Borough of Indiana, Reims is advancing a number of claims, all of which, except its claim that the borough unreasonably rescinded approval of arate increase proposed by Reims, have been rendered nonjusticiable by the stipulation by Reims at oral argument of the borough case that the outcome of the township case would control the borough case.

The court holds that Reims has failed to demonstrate that the refusal of the township to grant approval to a rate increase proposed by Reims and the rescission of approval by the borough of a rate increase proposed by Reims were unreasonable. Subsumed in this holding is that White Township has authority, similar to that of the borough, whose authority was not contested by Reims, to grant exclusive franchise rights for the provision of cable television services within the borough.

FINDINGS OF FACT

Reims Corporation was granted by contract exclusive rights to provide cable television service in the Borough of Indiana and the Township of White.

Service began in White Township in 1966 pursuant to a contract which ran for ten years and which specified abase rate for services of $4.50 per month per customer. The contract provided that no rate increases would be made by Reims without the approval of the Board of Supervisors of the township. Agreement, Paragraph 11. The contract was renewed for another ten year period in 1976 without [177]*177changes in the provisions, other than the rate to be charged customers.

Two increases in rates were requested by Reims during the first ten year period and approved by the township. The second request was originally denied by the township, but approved about four months later. The base rate charged for services at the end of the first ten year period was $6 per month per customer.

In 1978, another rate increase to $6.50 per month per customer was granted to Reims and this is the existing rate charge. In June of 1980, Reims requested a further increase to $ 7.30 per month which was refused approval by the township Board of Supervisors. Reims appealed to the supervisors for reconsideration and the township again refused approval in January of 1981.

The procedure throughout these two contract periods whereby Jtelms would seek approval for rate increases was consistent. Reims would request an increase and the township would hire a certified public accountant to examine the corporate books. There would be a meeting between the parties and the township would then make a decision on the request. The procedure was mutually satisfactory to the parties for the entire period, Reims having exercised its option to renew the contract for the second ten year period without changes in the provisions of the agreement, until the most recent request for a rate increase was denied.

Reims based its request for an increase on a claimed low rate of return on investment. Reims claims to have received a return on investment of 17.18 percent in 1977; 12.3 percent in 1978; 11.94 percent in 1979; and 8.46 percent in 1980. The figures, whose mathematical accuracy is not con[178]*178tested by the township or the borough, were derived from the ratio of net income to total assets. Reims claims that these rates of return are too low when measured by the cost of capital, which Reims equates with the cost of borrowing money. Reims failed to inform the court of its actual costs of borrowing money.

The township contests the validity of the accounting method, preferring a ratio of net income to property, plant and equipment. The township claims that Reims received a rate of return on investment of 21.5 percent in 1977; 15.8 percent in 1978; 15.9 percent in 1979; and 13.1 percent in 1980. Reims does not dispute the mathematical accuracy of the figures.

Both parties agree that there were major capital expenditures of approximately $139,000 made by Reims in 1980 to acquire two new channels and to extend cable lines beyond the boundaries of the township. Defendant’s Exhibit 1 indicates that the bank interest rate for this capital was 11 percent in November, 1979, rising to 15 percent in June of 1980. Reims offered no explanation for the variable rates. The accountant for Reims concedes that the 1980 rate of return would drop because major capital expenditures were made in that year.

Reims concedes that it is a closely held corporation with four shareholders, each holding an office in the company, owning 45 percent of the stock and Monessen Amusement Company owning the remainder.

The President works full time on corporate matters and received a salary of $41,000 in 1979 and a salary of $52,000 in 1980.

The Vice President has no office or regular hours, working on call and spending at most 10 hours per [179]*179week on corporate matters, and received a salary of $21,000 in 1979 and a salary of $22,000 in 1980.

The treasurer is located outside the state, giving occasional opinions on corporate matters by telephone and checking the financial status of the company, and received a salary of $28,500 in 1979 and a salary of $30,000 in 1980. The secretary is located outside the state, giving occasional opinions on corporate matters by telephone, and received a salary of $14,250 in 1979 and a salary of $15,000 in 1980.

The accountant of Reims concedes that it is normal practice in a closely held corporation for the owners to take profits in the form of salaries in order to avoid double taxation of dividends. With the exception of a portion of the President’s salary and a portion of the Vice President’s salary, the facts discussed above indicate that the owners are following that practice in this case.

The ratio of administrative salaries to total expenses was 23 percent in 1978 ($77,000/$333,000); 27 percent in 1979 ($103,000/$379,000); and 26 percent in 1980 ($120,000/$453,000).

Reims does not maintain separate records for the different areas it services sufficient to enable Reims to make a cost/expense breakdown for each different area.

DISCUSSION

From the foregoing facts, several things are apparent. First, Reims has no grounds to complain about the township’s authority to regulate cable television rates. Second, there was no procedural defect in the manner in which the township ultimately refused approval to Reims’ request for arate increase. Third, Reims has failed to demonstrate [180]*180that the township’s refusal to permit the rate increase was arbitrary or capricious.

The starting point in the analysis of the rights and duties of these parties is, of course, the contract. Reims entered into a contract with the township to supply cable television services to residents at a given rate.

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Related

Board of Supervisors v. Bucks County Cablevision
492 A.2d 461 (Commonwealth Court of Pennsylvania, 1985)

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Bluebook (online)
25 Pa. D. & C.3d 175, 1981 Pa. Dist. & Cnty. Dec. LEXIS 67, Counsel Stack Legal Research, https://law.counselstack.com/opinion/relms-corp-v-borough-of-indiana-pactcomplindian-1981.