J-A08007-17
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
RANDAL ARMSTRONG IN THE SUPERIOR COURT OF
PENNSYLVANIA
v.
BTIC PROPERTIES, LP AND CULLEN
MCCLAY COOPER AND LINDA D.
COOPER-KUHN
APPEAL OF: CULLEN MCCLAY COOPER
AND LINDA D. COOPER-KUHN
No. 2758 EDA 2016
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. FILED JULY 06, 2017
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.1 After careful review, we affirm based on the trial court’s
opinion.
____________________________________________
*
Former Justice specially assigned to the Superior Court.
1
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)
(Footnote Continued Next Page)
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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.
_______________________
(Footnote Continued)
(citation omitted). Thus, this appeal is properly taken from the date the trial
court entered judgment on the matter—August 26, 2016.
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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.
[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.
Trial Court Opinion, filed 10/25/16, at 1-2.
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?
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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?
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.?
Appellant’s Brief at 4-5.
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
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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.
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.
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 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:
(1) with actual intent to hinder, delay or defraud any
creditor of the debtor[.]
12 Pa.C.S.A. § 5104(a)(1).
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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.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 7/6/2017
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Circulated 06/15/2017 11:36 AM