Soda Rental Service, Inc. v. Ford

483 A.2d 556, 334 Pa. Super. 486, 1984 Pa. Super. LEXIS 6328
CourtSuperior Court of Pennsylvania
DecidedOctober 19, 1984
DocketNo. 2673
StatusPublished
Cited by1 cases

This text of 483 A.2d 556 (Soda Rental Service, Inc. v. Ford) 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
Soda Rental Service, Inc. v. Ford, 483 A.2d 556, 334 Pa. Super. 486, 1984 Pa. Super. LEXIS 6328 (Pa. Ct. App. 1984).

Opinion

SPAETH, President Judge:

This is an appeal from a final decree in equity, declaring a conveyance of real estate and a satisfaction of a mortgage fraudulent under section 4 of the Uniform Fraudulent Conveyance Act, 39 P.S. § 354, and granting ancillary relief. We affirm.

The case was heard by the trial court in February and April 1981, and a decree nisi was entered on November 11, 1981. Exceptions were dismissed, and on August 30, 1982, a final decree was entered. The facts as found by the trial court are as follows.

Soda Rental Service, Inc., the plaintiff below and appellee here, is a corporation engaged in the business of leasing soda dispensing equipment. The defendants below and appellants here are The Palace, Inc., a corporation with its former place of business at 1436 Chester Pike, Crum Lynne, Pennsylvania; Nicola Ford, and his wife, Doris Ford; Sharon Simpson, the Fords’ daughter, and Richard Simpson, her husband.

On or about January 17, 1974, Soda Rental and Palace entered into a written lease for the installation and rental of soda dispensing equipment at Palace’s place of business at 1436 Chester Pike. Under the lease, Palace was obligated to return the equipment or its value. On October 13, 1974, a fire destroyed the business premises. Soda Rental submitted several bills to Palace, in care of Nicola Ford, for the value of its equipment destroyed in the fire. The bills were not paid, and on May 22, 1975, Soda Rental, acting under the lease, entered judgment by confession against Palace in the amount of $6,930.96.

[490]*490Meanwhile, the two conveyances here at issue had occurred. On or about March 14, 1975, Palace had received $200,0001 in insurance proceeds on account of the fire. The proceeds were turned over to Aetna Federal Savings & Loan Association, the mortgage holder on the property at 1436 Chester Pike. Aetna made disbursements of the proceeds, including paying a mortgage it held on the property at 66 South Rolling Road, which was owned by the Fords and used as their personal residence. Palace received no consideration for this payment. In addition, on or about April 3, 1975, Palace conveyed the property at 1436 Chester Pike to the Fords and the Simpsons. The deed recited consideration of $20,000, but no funds were exchanged. Richard Simpson had performed services for Palace prior to the fire, for which he expected to receive an ownership interest in Palace at some time in the future.

On the basis of these findings, the trial court concluded that the satisfaction of the mortgage on 66 South Rolling Road and the conveyance of the property at 1436 Chester Pike were fraudulent conveyances under section 4 of the Uniform Fraudulent Conveyance Act, 39 P.S. § 354, which provides:

Every conveyance made and every obligation incurred by a person who is or will be thereby rendered insolvent, is fraudulent as to creditors, without regard to his actual intent, if the conveyance is made or the obligation is incurred without a fair consideration.

The trial court reasoned that Soda Rental had proved that the conveyances were made, and that when they were made, it was a creditor of Palace; that with this proof, the burden shifted to Palace, the Fords and the Simpsons to prove either that the conveyances were made for fair consideration or that Palace was not then insolvent or rendered insolvent by the conveyances, see First National Bank of Marietta v. Hoffines, 429 Pa. 109, 239 A.2d 458 (1968); [491]*491Patterson v. Hopkins, 247 Pa.Super. 163, 371 A.2d 1378 (1977); and that this burden had not been met.

The trial court’s decree declared Palace’s conveyance of the property at 1436 Chester Pike null and void, and directed the Fords and Simpsons to reconvey the property to Palace; the court imposed an equitable lien in favor of Soda Rental in the amount of $6,930.96 on the property at 66 South Rolling Road; and finally, the court enjoined Palace, the Fords and the Simpsons from encumbering or conveying either of the properties.

-1-

As appellants, Palace, the Fords and the Simpsons argue that the trial court erred in finding that Palace was insolvent at the time of the conveyances. The statement of this argument is misleading, however, for as just indicated, the trial court did not find that Palace was insolvent, but rather it concluded that appellants had not met their burden of proving that Palace was not insolvent. See Trial Court Conclusion of Law 7; Trial Court Opinion at 7-8.

We need not decide whether the trial court was correct in its allocation of the burden of proof, for appellants do not challenge the allocation.2 Instead, they argue that the evidence proved that in fact Palace was not insolvent. In support of this argument, appellants say that Palace received $200,000 in insurance proceeds and that at the time of the conveyances Palace had a valid liquor license. Appellants further say that after disbursement of the insurance proceeds to Palace’s creditors, over $14,000 in proceeds remained available to Palace, in addition to the value of the liquor license. However, the record reveals that the remaining proceeds were actually closer to $4,000. See supra n. 1. Moreover, appellants introduced no evidence to show either the value of the liquor license or that Palace had no creditors other than Soda Rental and those creditors that [492]*492were paid from the insurance proceeds. The trial court therefore did not err in concluding that appellants failed to meet their burden on this issue.

-2-

Appellants argue that the trial court erred in finding that Palace did not receive fair consideration for the conveyances. Section 3(a) of the Uniform Fraudulent Conveyance Act, 39 P.S. § 353(a), provides that fair consideration is given for property when “in exchange for such property ..., as a fair equivalent therefor and in good faith, property is conveyed or.an antecedent debt is satisfied.” Appellants’ argument is essentially that the conveyances were made to satisfy antecedent debts.

With respect to the satisfaction of the mortgage on 66 South Rolling Road, appellants argue that although the property was owned by the Fords, the proceeds of the loan were used to benefit Palace. However, there was no evidence of this. The testimony showed that the mortgage was taken out by the Fords and there was no indication of how the Fords used the money. See N.T. April 15, 1981, 86-87. The only witness to testify on this subject was Elizabeth Milacsky, and she was not able to say for what purpose the money secured by the mortgage was borrowed. See id. at 94-102. Moreover, there was no evidence that any of the proceeds allegedly used to benefit Palace were advanced as a loan, thereby creating a debt to the Fords rather than an equity investment in the business. Appellants therefore failed to show that the mortgage was paid in satisfaction of an antecedent debt to the Fords.

With respect to the transfer of the property at 1436 Chester Pike, appellants argue that before the fire Richard Simpson had performed services for Palace that had a value in excess of $20,000. See N.T. April 28, 1981, 22-59.

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Bluebook (online)
483 A.2d 556, 334 Pa. Super. 486, 1984 Pa. Super. LEXIS 6328, Counsel Stack Legal Research, https://law.counselstack.com/opinion/soda-rental-service-inc-v-ford-pasuperct-1984.