J-A22041-18
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
COPY COPY, INC. : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellant :
:
v. :
:
:
KEYSTONE DIGITAL IMAGING, INC., :
KDI AND KEYSTONE DIGITAL : No. 3851 EDA 2017
IMAGING :
:
Appeal from the Order November 6, 2017
In the Court of Common Pleas of Delaware County Civil Division at
No(s): 2004-14205
BEFORE: BENDER, P.J.E., NICHOLS, J., and STEVENS*, P.J.E.
MEMORANDUM BY STEVENS, P.J.E.: FILED DECEMBER 19, 2018
Appellant, Copy Copy, Inc., appeals from the order entered in the Court
of Common Pleas of Delaware County denying its Petition to Attach the Income
from clients of Appellees KDI, Keystone Digital Imaging, Inc., and Keystone
Digital Imaging and its Motion to Compel Appellees to Disclose the Location of
Funds Received While Doing Business Under the Appellees’ Names. We affirm.
In 2005, Appellant/Plaintiff, Copy Copy, Inc., filed a breach of contract
action against Appellees/Defendants Keystone Digital Imaging Inc., Keystone
Digital Imaging, and KDI. During pleadings and at trial, Appellees/Defendants
unsuccessfully alleged they, as corporations, did not exist at the time of the
contracts in question. Instead, they claimed, the separate and distinct
corporation of “Keystone Digital Imaging, Incorporated” had been the
contracting party. At the end of trial, on or about December 27, 2006,
____________________________________
* Former Justice specially assigned to the Superior Court.
J-A22041-18
Appellant/Plaintiff obtained a verdict against the named Appellees/Defendants
for $288,090.22. As of December 31, 2007, the amount totaled $390,247.43.
In 2011, Appellant filed with the court a petition for forced entry in
Appellees’ property to conduct execution of the 2006 judgment. The
Honorable George A. Pagano denied Appellant’s petition, finding the place of
business actually belonged to “Keystone Digital Imaging, Incorporated,” which
was not a party to the underlying litigation and judgment.
In 2014, Appellant filed a petition to attach the assets of “Keystone
Digital Imaging, Incorporated” in satisfaction of the 2006 judgment against
Appellees. Specifically, Appellant alleged the three judgment debtors had
improperly transferred all their assets to Keystone Digital Imaging,
Incorporated.
The trial court, with the Honorable Spiros Angelos presiding, denied the
petition. Specifically, Judge Angelos found Appellant’s 2014 action in fraud
time-barred, as Appellant was aware of Keystone Digital Imaging,
Incorporated’s existence and the Appellees’ bankruptcies no later than
December 2006, and a four-year statute of limitations applies to a claim for
fraudulent conveyance under the Pennsylvania Uniform Fraudulent Transfer
Act, 12 Pa.C.S.A. §§ 5104, 5105. See 12 Pa.C.S.A. § 5109.
Even if Judge Angelos were to review the claim on its merits, he opined,
he would still find it was without merit. Under the Pennsylvania Uniform
Fraudulent Transfer Act, it is a creditor’s burden to prove, by a preponderance
of the evidence, that a debtor transferred assets. Here, Appellant offered no
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testimony or evidence that any transfer took place. Without evidentiary
support for Appellant’s claim, it was impossible to determine if
Appellees/Defendants transferred their assets to Keystone Digital Imaging,
Incorporated, let alone whether they did so fraudulently, Judge Angelos
concluded.
Appellant appealed to the Superior Court. On December 5, 2016,
however, counsel voluntarily withdrew and discontinued Appellant’s appeal.
In April 2017, Appellant instituted the present action in the Court of
Common Pleas of Delaware County by filing a Petition to Attach the Income of
Clients of KDI a/k/a KDI Incorporated. In September 2017, Appellants filed
an accompanying Motion to Compel Disclosure of Location of Funds Received
while Doing Business Under Defendants’ Names. Defendants/Appellees filed
preliminary objections.
The Honorable Charles Burr agreed with preliminary objections that
Appellant was attempting to relitigate the matter previously disposed of by
Judge Angelos and voluntarily withdrawn by counsel at the appellate level.
Specifically, Judge Burr found that all requests for relief made in the present
action had already been denied previously by Judges Pagano and Angelos,
respectively. Moreover, he opined, Appellant could have pursued appellate
review in this Court from such decisions, but it elected not to do so. Judge
Burr, therefore, relied on the aforementioned statute of limitations as well as
on the doctrines of res judicata and collateral estoppel to deny Appellant’s
Petition to Attach. This timely appeal followed.
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Appellant presents two questions for our consideration:
1. Is it an error of law and/or an abuse of discretion when the
court will not allow the attachment of income of a named
defendant found on a web site?
2. Is it an error of law and/or an abuse of discretion to deny
discovery of the income of a named defendant?
Appellant’s brief, at 4.
The entirety of Appellant’s argument comprising the two issues raised
above states the following:
This is a case in which a company operates under [four] names
and uses them to hide assets, claim it never signed an agreement,
claim it did not send checks to the plaintiff and deny admissions
in pleadings and testimony.
The record is clear KDI, Incorporated operates under several
different names and these names are not separated legal entities.
For over 100 years, the courts have protected people and
businesses from corporations which try to avoid paying a debt
simply by changing their names.
...
[Appellant/Plaintiff] sued the correct party under the many names
it uses. It is an error of law and an abuse of discretion not [to]
allow [Appellant/Plaintiff] to attach[] the income from customer[s]
listed on the KDI website.
Also, because documents show that the three named
[Appellees/Defendants] send contracts and invoices to customers
it is an error of law and an abuse of discretion not to allow
[Appellant/Plaintiff] to determine the locations of the funds
received from the customers.
Appellant’s brief, at 8-9. Appellant purports to advance this position with a
listing of decisions standing for the general proposition that a corporation
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cannot avoid paying a debt simply by changing its name. Id. (citing, e.g.,
Burlington Coat v. Grace Construction, 126 A.3d. 1010 (Pa.Super. 2015)
(building owner’s entry into contract under trade name, which was fictitious
name, did not preclude his rights under contract; use of fictitious name does
not create separate legal entity)).
Most problematic for Appellant, however, is that it offers no response to
Judge Burr’s order decreeing the present action either time-barred under the
statute of limitations or precluded by the doctrine of res judicata. With respect
to the former grounds for dismissal, Appellant fails to address, let alone
explain how the four-year statute of limitations deemed applicable to its
previous claims of fraudulent transfer of funds would not also apply to the
present matter, which essentially raises the same claim that Appellees
“operate[] under [four] names and use[] them to hide assets.” Appellant’s
brief at 8.
As for Judge Burr’s alternate grounds for his decision, we note “[u]nder
the doctrine of res judicata, or claim preclusion, a final judgment on the merits
by a court of competent jurisdiction will bar any future action on the same
cause of action between the parties and their privies.” Mariner Chestnut
Partners, L.P. v. Lenfest, 152 A.3d 265, 286 (Pa. Super. 2016) (citations
and quotation marks omitted). The “doctrine therefore forbids further
litigation on all matters which might have been raised and decided in the
former suit, as well as those which were actually raised therein.” Id.
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Here, we agree res judicata applies because Appellant’s present claims,
even if not technically identical to its previous claims, are their functional
equivalent and, therefore, could have been raised and decided in the former
suit. Indeed, in the previous suit before Judge Angelos, Appellant petitioned
the court to attach assets of Keystone Digital Imaging, Incorporated. In the
present suit, Appellant petitioned the same court to attach assets of Appellees,
which, Appellant claimed, is essentially the same entity as Keystone Digital
Imaging, Incorporated. As such, Appellant effectively seeks the same remedy
from the same court that previously discerned no merit to the claim.
We, therefore, discern no error with Judge Burr’s conclusion that the
present matter impermissibly required him to relitigate issues disposed of by
the same trial court in Appellant’s prior matter. Appellant had the opportunity
to gain judicial review of the trial court’s prior decision not through a
subsequent filing with the same court but through the appeal it actually filed
with this Court. Before we could conduct merits review, however, Appellant
elected to withdraw the appeal. Accordingly, Appellant may obtain no relief
now by raising claims that were or should have been raised in the previous
matter. For this reason, Appellant’s appeal fails.
Order affirmed.
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Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 12/19/18
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Copy Copy, Inc. v. Keystone Digital Imaging
Combined Opinion