Target Sportswear, Inc. v. Clearfield Foundation

474 A.2d 1142, 327 Pa. Super. 1, 1984 Pa. Super. LEXIS 4332
CourtSupreme Court of Pennsylvania
DecidedMarch 30, 1984
Docket1391
StatusPublished
Cited by29 cases

This text of 474 A.2d 1142 (Target Sportswear, Inc. v. Clearfield Foundation) is published on Counsel Stack Legal Research, covering Supreme Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Target Sportswear, Inc. v. Clearfield Foundation, 474 A.2d 1142, 327 Pa. Super. 1, 1984 Pa. Super. LEXIS 4332 (Pa. 1984).

Opinions

CIRILLO, Judge:

In this equity action seeking a decree for specific performance, the trial court denied relief. This appeal followed.

The case centers around a factory building and lot in Clearfield County known as the “Cleardon” property. Appellee, the Clearfield Foundation, holds and at all times pertinent to this appeal has held title to the premises. Appellant, Target Sportswear, Inc., occupied the building beginning on July 1, 1982, under an oral month-to-month lease. At the time Berg Electronics, a division of E.I. DuPont de Nemours and Company, held an option to buy the property, and had given its approval to Target’s month-to-month tenancy.

Berg’s option was due to expire on October 2, 1982. In early October Target expressed interest in buying the property. Negotiations with the Foundation ensued, and after [6]*6expiration of Berg’s option to purchase, the Foundation offered the property to Target in a letter signed by Foundation president Ralph Kane and dated November 8, 1982. The letter, addressed to Mr. Morris DeMatteo, Vice President of Target Sportswear, stated:

Dear Mr. DeMatteo:

Following a meeting of the members of the Clearfield Foundation, I have been instructed to offer to you the “Cléardon” building and lot totalling 5.82 acres upon the following terms and conditions:
1. We will sell you the property for a sum of $350,000;
2. No repairs and/or changes will be made at the expense of the Clearfield Foundation;
3. We would propose that we would be willing to enter into an agreement of under the following financial arrangements:
A. Ten percent (10%) of the purchase price to be paid upon execution of the agreement by Target funds;
B. Sixty percent (60%) of the purchase price to be financed through P.I.D.A. for fifteen (15) years at an interest rate of three percent (3%). As you want to get into the building as soon as possible, and we want to sell, we propose the Clearfield Foundation receive the three percent (3%) interest payment until such time as the loan is approved with P.I.D.A. and the monies received from them. However, this time period would not extend beyond four (4) months from the agreement date.
C. The remaining thirty percent (30%) of the purchase price to be financed through our local banks for fifteen (15) years at an interest rate of fifteen (15) percent with five (5) points. This financing may be arranged by Target through banks of their preference;
4. That possession would pass upon execution of the agreement;
5. That the risk of loss, maintenance, and liability for municipal assessments and taxes would be the responsi[7]*7bility of the purchaser from and after the date of execution of the agreement; and
6. This proposal will expire on December 10, 1982.
If this proposal is acceptable to you, please sign the copy of this letter as it is enclosed and return it to the undersigned. The agreement will be prepared as soon as this acceptance is received.

DeMatteo signed the letter on the line provided and returned it to Kane on December 7, 1982. Next to the signature line, over DeMatteo’s initials, had been typed “Subject to finalizing terms and conditions of agreement of sale.” Also, paragraph 3.C. of the letter had been crossed out and initialed by DeMatteo.

Along with the returned Foundation letter, DeMatteo had sent the following cover letter:

Dear Mr. Kane:
On behalf of TARGET SPORTSWEAR, INC., it is my pleasure to inform you that a decision has been made to accept Clearfield Foundation’s proposal of sale of the “Cleardon” building and lot, as offered in your letter dated November 8, 1982. Enclosed find a signed copy of your proposal, as you requested.
I would like to arrange a date that would be convenient for you and your committee so that we can arrange to finalize the terms and conditions of the agreement of sale.
Based on our discussion, where in you agreed that financing of the non P.I.D.A. portion of this purchase can be arranged by us at any financial institution, at competitive rates, acceptable to us. [Sic] I have therefore, taken the liberty of crossing out paragraph 3C. of your November 8, letter.
Further, we were advised that, prior to passage of title from Clearfield Foundation, we have no insurable interest and, therefore, can not accept building risks that are normally insured. However, we are amiable to discussing interim costs for insurance that you may bear.
[8]*8Pursuant to our letter dated August 19, you understand that purchase may be made by TARGET SPORTSWEAR, INC., or affiliate, or TARGET’S designee.
I want to express .my sincere appreciation to you and your committee for the cooperation and the efforts exerted by all of you in helping to conclude this transaction. And also, for allowing TARGET to continue to expand in the Clearfield area.

On December 9, 1982, the Clearfield Foundation board of directors held a meeting. In the official minutes of the meeting the following entry appears:

TARGET — Pres. Kane reported that a letter was received from Morris DeMatteo of Target, informing the Board that Target had made a decision to buy the Cleardon building at a price of $350,000. Financing will be PIDA, 60%, and Target to come up with the other 40%. Target is to pay the Foundation 10% down on completion of the PIDA loan, which will take 3 to 4 month.[Sic] The Foundation will pay the insurance on the building until Target is sole owner.

On December 10, 1982, the parties met with a PIDA official to discuss PIDA loan application procedures.

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474 A.2d 1142, 327 Pa. Super. 1, 1984 Pa. Super. LEXIS 4332, Counsel Stack Legal Research, https://law.counselstack.com/opinion/target-sportswear-inc-v-clearfield-foundation-pa-1984.