Opinion
J-A08007-17 No. 2758 EDA 2016
07-06-2017
RANDAL ARMSTRONG v. BTIC PROPERTIES, LP AND CULLEN MCCLAY COOPER AND LINDA D. COOPER-KUHN APPEAL OF: CULLEN MCCLAY COOPER AND LINDA D. COOPER-KUHN
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
Appeal from the Judgment Entered August 26, 2016
In the Court of Common Pleas of Lehigh County
Civil Division at No(s): 2014-C-666 BEFORE: PANELLA, J., LAZARUS, J., and STEVENS, P.J.E. MEMORANDUM BY PANELLA, J.
Former Justice specially assigned to the Superior Court.
Appellants, Cullen McClay Cooper and Linda D. Cooper-Kuhn, appeal from the judgment entered in the Lehigh County Court of Common Pleas, holding Appellants jointly and severally liable in the amount of $71,119, plus interest and costs. After careful review, we affirm based on the trial court's opinion.
In their notice of appeal, Appellants purport to appeal from the order entered August 18, 2016, denying their post-trial motion. "Orders denying post-trial motions, however, are not appealable. Rather, it is the subsequent judgment that is the appealable order when a trial has occurred." Harvey v. Rouse Chamberlin , Ltd ., 901 A.2d 523, 524 n.1 (Pa. Super. 2006) (citation omitted). Thus, this appeal is properly taken from the date the trial court entered judgment on the matter—August 26, 2016. --------
The trial court summarized the relevant facts and procedural history of this case as follows:
[Appellee] was employed as a sales representative for Coopermatics, Inc., ("Coopermatics") a Pennsylvania close corporation. Shareholder [Appellants] are siblings who, at all relevant times, were the managing officers and sole shareholders of Coopermatics.
On May 22, 2009, [Appellee] filed a civil action against Coopermatics in the Circuit Court for the County of Wayne, Michigan, claiming Coopermatics owed him unpaid commissions. [Appellant] Linda Cooper was Coopermatics' president and treasurer, and controlled Coopermatics' bank accounts. [Appellant] Cullen Cooper was its vice-president and secretary. Each of the Coopers owned fifty percent (50%) of Coopermatics' stock.
[Appellant] Linda Cooper became aware of [Appellee's] Michigan lawsuit by the end of May 2009, and understood his claim was for more than $25,000. One year later, on June 7, 2010, Coopermatics sold all of its real estate assets to Defendant BTIC Properties, LP ("BTIC") for $1,200,000 and all of its non-real estate assets to Bethlehem Technik, Inc., for $400,000. As a result of those sales, Coopermatics realized a net total of $1,360,829.56, $991,421.56 for its real estate assets and $369,408.00 for its non-real estate assets. [Appellee] was not provided with prior notice of those sales.
After paying all of its payables except [Appellee's] claim, Coopermatics distributed $518,000 to each of the Shareholder [Appellants] between June 9 and June 21, 2010, leaving Coopermatics with a balance of $20,786.59 in its bank account as of June 30, 2010. Coopermatics has no other assets, no employees, and is not in business, although it has not been dissolved as a corporate entity.
The Michigan court entered judgment of February 8, 2011, in favor of [Appellee] and against Coopermatics in the amount of $71,119.00. That [judgment] was transferred to Pennsylvania on July 15, 2011, and remains unsatisfied. Coopermatics has no other payables or liabilities.Trial Court Opinion, filed 10/25/16, at 1-2.
[Appellee] filed a writ of summons on February 27, 2014, and a complaint on April 17, 2014, alleging the sale of Coopermatics' real estate to BTIC and the transfer of $518,000 to each of the shareholder [Appellants] - leaving Coopermatics with only $20,786.59 - violated the Pennsylvania Uniform Fraudulent Transfer Act ("PUFTA"), 12 Pa.C.S. § 5101 et seq. No issue was raised concerning Coopermatics' sale of its non-real estate assets to Bethlehem Technik, Inc.
We add only that Appellants filed a pretrial motion for summary judgment, which the court denied. The parties proceeded to a non-jury trial on March 3, 2016. BTIC was dismissed from the case by the trial court, which found that Appellee failed to prove BTIC should assume Coopermatics' liability. Following trial, the court issued an order holding Appellants Linda D. Cooper-Kuhn and Cullen McClay Cooper jointly and severally liable for $71,119. Appellants filed a timely post-trial motion for relief, which the court denied. Appellants then filed a praecipe for entry of judgment, which the court entered on August 26, 2016. This timely appeal is now before us.
On appeal, Appellants present several questions for our review.
WHETHER THE TRIAL COURT ERRED AS A MATTER OF LAW AND/OR ABUSED ITS DISCRETION BY RENDERING JUDGMENT IN APPELLEE RANDAL ARMSTRONG'S FAVOR AND AGAINST APPELLANTS BASED ON CLAIMS NOT ASSERTED IN HIS COMPLAINT AND NOT BEFORE THE TRIAL COURT?
WHETHER THE TRIAL COURT ERRED AS A MATTER OF LAW AND/OR ABUSED ITS DISCRETION BY RENDERING JUDGMENT IN APPELLEE RANDAL ARMSTRONG'S FAVOR AND AGAINST APPELLANTS ON A FIDUCIARY DUTY CLAIM NOT BEFORE THE COURT AND CLEARLY TIME-BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS?Appellant's Brief at 4-5.
WHETHER THE TRIAL COURT ERRED AS A MATTER OF LAW AND/OR ABUSED ITS DISCRETION BY RENDERING JUDGMENT IN APPELLEE RANDAL ARMSTRONG'S FAVOR AND AGAINST APPELLANTS BASED ON A TRANSFER FROM A NON-PARTY TO APPELLANTS, WHICH WAS NOT BEFORE THE COURT?
WHETHER THE TRIAL COURT ERRED AS A MATTER OF LAW AND/OR ABUSED ITS DISCRETION BY RENDERING JUDGMENT IN APPELLEE RANDAL ARMSTRONG'S FAVOR AND AGAINST APPELLANTS, WHICH DISREGARDED AND IGNORED COOPERMATICS, INC.'S CORPORATE FORM, EVEN THOUGH THERE WERE NO CLAIMS BEING MADE TO PIERCE THE CORPORATE VEIL?
WHETHER THE TRIAL COURT ERRED AS A MATTER OF LAW AND/OR ABUSED ITS DISCRETION BY DENYING APPELLANTS' MOTION FOR APPELLEE RANDAL ARMSTRONG'S FAILURE TO JOIN COOPERMATICS, INC., WHICH WAS AN INDISPENSABLE PARTY TO THE ACTION?
WHETHER THE TRIAL COURT ERRED AS A MATTER OF LAW AND/OR ABUSED ITS DISCRETION BY RENDERING JUDGMENT IN APPELLEE RANDAL ARMSTRONG'S FAVOR AND AGAINST APPELLANTS UNDER AN EQUITABLE THEORY OF RELIEF WHEN THE ENTIRE CAUSE OF ACTION WAS PREDICATED UPON A STATUTORY DISPUTE UNDER THE PENNSYLVANIA UNIFORM FRAUDULENT TRANSFER ACT, 12 PA.C.S.A. § 5101, ET. SEQ.?
We apply the following standard of review to a nonjury trial verdict:
Our appellate role in cases arising from nonjury trial verdicts is to determine whether the findings of the trial court are supported by competent evidence and whether the trial court committed error in any application of the law. The findings of fact of the trial judge must be given the same weight and effect
on appeal as the verdict of the jury. We consider the evidence in a light most favorable to the verdict winner. We will reverse the trial court only if its findings of fact are not supported by competent evidence in the record or if its findings are premised on an error of law. However, [where] the issue ... concerns a question of law, our scope of review is plenary.Allegheny Energy Supply Co., LLC v. Wolf Run Min. Co., 53 A.3d 53, 60-61 (Pa. Super. 2012) (internal citations and quotation marks omitted; brackets and ellipses in original). Furthermore, as the finder of fact, the trial court is free to believe "all, part[,] or none of the evidence presented." Ruthrauff , Inc. v. Ravin , Inc ., 914 A.2d 880, 888 (Pa. Super. 2006) (citation omitted). "Issues of credibility and conflicts in evidence are for the trial court to resolve; this Court is not permitted to reexamine the weight and credibility determinations or substitute our judgment for that of the factfinder." Id . (internal citation and quotation marks omitted).
The trial court's conclusions of law on appeal originating from a non-jury trial are not binding on an appellate court because it is the appellate court's duty to determine if the trial court correctly applied the law to the facts of the case.
The Pennsylvania Uniform Fraudulent Transfer Act holds in relevant part:
(a) General rule.—A transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation:
12 Pa.C.S.A. § 5104(a)(1).(1) with actual intent to hinder, delay or defraud any creditor of the debtor[.]
After a thorough review of the record, the briefs of the parties, the applicable law, and the well-reasoned opinion of the Honorable Edward D. Reibman, we conclude that the Rule 1925(a) opinion ably addresses each of Appellants' contentions on appeal. See Trial Court Opinion, filed October 25, 2016, at 3-9. Accordingly, we affirm based on that opinion.
Judgment affirmed. Judgment Entered. /s/_________
Joseph D. Seletyn, Esq.
Prothonotary Date: 7/6/2017
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