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HomeMy WebLinkAbout04-17-09 (2)George B. Faller, Jr., Esquire LD. No. 49813 ~ 4 No V. Otto, III, Esquire ~~ ~' - _? LD. No. 27763 `~ ~~~ v ' ' ~ ' ~ t_ MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER - ~ MARTSON LAW OFFICES ~ ~ ~'' C7 C7 c~ - ,- 10 East High Street p'~~- ~`~' ~ . ~ r Carlisle, PA 17013 ~, ~ ~' _ ~ , -F " (717) 243-3341 © Attorneys for Barbara McK. Mumma and Lisa M. Morgan " r IN THE COURT OF COMMON PLEAS OF IN RE: CUMBERLAND COUNTY, PENNSYLVANIA Estate of Robert M. Mumma, NO. 21-86-398 Deceased. ORPHANS' COURT DIVISION SECOND MOTION IN LIMINE OF BARBARA MCK. MUMMA AND LISA M. MORGAN TO EXCLUDE ARGUMENT AND EVIDENCE AS TO MATTERS PREVIOUSLY ADJUDICATED Barbara McK. Mumma and Lisa M. Morgan move as follows for an order in limine excluding all evidence and argument in support of positions or arguments contrary to what has been previously adjudicated in the Mumma family litigation concerning High Spec, Inc.: 1. Mrs. Mumma and Mrs. Morgan believe, based upon statements made by Mr. Mumma, II in various contexts, that Mr. Mumma, II intends, in these proceedings, to attempt to relitigate matters previously decided by the Courts. 2. Mrs. Mumma and Mrs. Morgan previously filed a Motion on or about May 30, 2008 requesting and order in limine concerning numerous matters that have previously been adjudicated and decided which they believed Mr. Mumma, II intends to attempt to relitigate. 3. Mrs. Mumma and Mrs. Morgan believe that Mr. Mumma, II may also seek to revisit factual findings and legal conclusions concerning High Spec, Inc., a Florida corporation 1 which has already been litigated and adjudicated both in Florida and in Pennsylvania under the following captions: Barbara McK. Mumma, et al. v. Robert Mumma, II, et al., No. 89-503 CA, Amended Final Judgment (Fla. Cir. 19th Jud. Dist., Martin County February 17, 2006), rehearing denied and reversed and remanded only for recalculation of interest, 966 So.2d 514 (F1a.App. 4 Dist., 2007). See Exhibits A and B attached hereto. Robert M. Mumma, II and High-Spec, Inc. v. The Estate of Robert M. Mumma, The Executrices of the Estate of Robert M. Mumma, Lisa M. Morgan and Barbara McK. Mumma, The Residuary Trust under the Will of Robert M. Mumma and the Trustees of The Residuary Trust under the Will of Robert M. Mumma, Lisa M. Morgan and Barbara McK. Mumma, No.: 04-6183 CNIL TERM, Order and Opinion (December 6, 2006) and Order (February 16, 2007) (C.P. Cumberland), aff'd 964 A.2d 954 (Pa.Super. 2008). See Exhibits C, D and E attached hereto. Barbara Mck. Mumma and Lisa Mumma Morgan, as Co-Executrixes of the Estate of Robert M. Mumma, deceased, and as Co-Trustees of the Residuary Trust under the Last Will of Robert M. Mumma, deceased, and High-Spec, Inc., a dissolved Florida Corporation v. Robert M. Mumma, II and High-Spec, Inc., a dissolved Florida Corporation, No.: 06 - 2197 CIVIL TERM, Order (C.P. Cumberland February 16, 2007), aff'd citation not found (Pa.Super. October 30, 2008). See Exhibits F and G attached hereto. 4. Any attempt to relitigate in the instant proceedings legal or factual matters previously decided would be foreclosed by collateral estoppel. 5. Mr. Mumma, II is appearing pro se and therefore the rules do not require his concurrence be sought. 6. Judge Oler has signed orders in this matter and is presenting presiding over it. 2 WHEREFORE, Mrs. Mumma and Mrs. Morgan request that the Court enter an order precluding Mr. Mumma, II, from advancing any argument or evidence contrary to matters previously adjudicated by the Courts, including High Spec, Inc. Respestfy~lly submitted, By: i~,r,~, - ~ Geor .Faller, Jr., Esquire I.D. No. 49813 No V. Otto, III, Esquire I.D. No. 27763 Jennifer L. Spears, Esquire I.D. No. 87445 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Brady L. Green, Esquire MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (215)963-5079 Date: April 17, 2009 Attorneys for the Estate and Executrixes 3 EXHIBIT A ; ~~ ® ~. • • ~R IN THE C[RCU[T COURT OF THE NINETEENT'EI JUDICIAL CIRCUIT 1N AND FOR MARTIN COUNTY, FLORIDA BARBARA McK. Mumma and CASE NO.: 89-503 CA LISA MUMMA MORC3AN, as Co-Executrixes JUDGE: Robert Makemson of the Estate of ROBERT M. MUMMA, deceased, and as Co-Trustees of the Residuary ~ Trust under the Last Will of Robert M. Mumma, deceased and RICH-SPEC, INC., a dissolved Florida corporation. ~ • • • - • Plaintiffs, ~ ~s ;-; _, =.~; ROBERT MUMMA it and HIGH-SPEC, INC., ~ ~,'_'`~_ ~ r a dissolved Florida corporation, ~ r £', ~' r~ A -~-1 :.i ... Defendants. u • I AMENDED FINAL JUDGMENT FOLLOWING APPELLATE REVIEW On November 28 and 29, 2005 a final~hearing, with evidence, was held before this Court on ~ those matters remaining t'or decision in this case following appellate review. Pursuant to this Court's Order Determining Remaining issues and Ruling on Pending Motions da#cd October 31, 2005, the only matters remaining for decision at the time of the final hearing were: (1) Defendants' Motion to ~ ~ y Dismiss or Stay dazed December 16, 2004; (2) Plaintiffs' Motion for Entry of Final Judgment ~ o. ~ Following Appellate Review, which sought an award of interest, costs, attorneys' fees. and an ~ ~~ amended final judgment consistent with appellate review; (3) Plaintiffs' Motion for Attorneys Fees; _ ' ~ (4) Plaintiffs' Motion to Appoint a Receiver. The Court, having received evidence and heard "oY testimony and argument on ibrse matters, finds and determines that the following Amended Final ~ =':" Judgment should be entered by this Court as follows: ~~ I. ~ i3 HISTORY OF THIS LITIGATION -~ ~,~ 1 ~ ~- 1. On July 26,1993, this Court, through Judge Marc Cinnca, entered a Final Judgment ~ a~ which dissolved the Defendant Florida Corporation, High-Spec, Inc. and determined among other :°~ things that Defendant Robert Mumma, lI caused the illegal distribution of certain real property to ~ ~~ himselfand is liable to High-Spec, Inc. in the amount ofS450,000.00 plus prejudgment interest from 8' December 21, 1989 in the amount of 5189,887.67. ~ s= t ... A 1 _ a ,,c ~ i O G ~+ * p~ ~~ ~ ~ + ~ ~_ Book2115/Page1691 CFN#1913171 Page 1 of 13 _~ EXHIBIT "A" Sa ~~.. ~ . • • • 2. The Court also required the directors ofHigh-Spec, inn to prepare a final accounting and wind up and liquidate the corporation. 3. By order on Defendants' Motion for New Trial or Rehearing to Alter or Amend Judgment dated February 28,1994, the Court suspended the running of interest on the prior July 26, 1993 Final lodgment and made certain amendments to debts created for the acquisition of the corporation's assns, firtdingthe corporationwasowcdthe foitowing debts created for theacquisitton of the corporation's assets: A. To the Estate of Robert Mumma, Sr., the amount of 594,526.51; H. To Mumma Realty Associates the amount of 5330,320.91; • • C. To Robert M. Mumma, ii, the amount of (415,229.28. 4. By order Re: Case Disposition dated June t 5. ] 998, this Court entered a final order closing fwRher proceedings in this action on the grounds that the parties did not pursue the case diligently. 5. Bath parties filed appeals from the June 15, 1998 order. 6. Hy an opinion dated Junc 9. 1999 entered by the Fourth District Couri of Appeal of the State of Florida in Momma v. Mumma, 734 So.2d 571 (I~la. 4a' DCA 1999) the appellate court reversed the order of Judge Schack closing the case and determined that the 1993 partial Final Judgment remains in force and need not be revisited on remand. The appellate court also determined that the only issues left to be decided concerned the final accounting and winding up of the corporation as wall as attorneys' fees and costs. 7. By separate order also dated June 9, 1999, the appellate court granted the Motion by Lisa Mumma Morgan and Barbara McK. Mumma, individually and as Co-Executrixes ofthe Estate of Robert tii. Mumma, deceased, and on behalf of High-Spec, Inc. for nttorneys' fees on appeal ~ conditioned upon them being prevailing parties on the merits. A. Following remand, a trial was held on the remaining issues identified by the appellate court in its opinion. During this time, the trig! transcript shows that Defendant Robert Mtunrna's counsel raised, for the first time, the existence of a shareholder's agt+eement which Judge Bryan refused to entertain because it had not been raised in the 1993 trial. (2000 Trial Transcript, p. 126). 9. The trial resulted in a Final Judgment entered by Judge Bryan of this Court on March 15, 2000. The Final Judgment recited the entry of the Final Judgment of Judge Cianea in 1993 and adopted previous findings of the Court. 10. The Final Judgment also determined various issues relating to the final accounting 2 Book2115/Page1692 CFN#1913171 v i :• Page 2 of 13 6a l~ .. • /"* of the corporation and distribution of the corporate assets. ~ 11. in this 2000 Final Judgment, the Court declined to award interest oa the judgment subsequent to July 26,1993 and denied Plaintiffs' Motion for Attorney's Fees at both the appellate and lower court levels. 12. Defendants filed an appeal from this Final Judgment, and Plaintiffs filed across- appeal. Ia their brief, Def~ertdants did not assign as error Judge Bryan's refttsal to consider the • alleged shareholder's agreement in determining ownership by Monona Sr's estate of S09~o of the shares of High-Spec, Inc. stock. 13. 8y an opinion dated March 28, 2001 entered by the Fourth District Court of Appeal for the State of Florida in Mumma v. Mwnata. 780 So.2d 1001 (Fla. 4'" DCA 2001), rev. den. 797 ~ So. 2d 587 {Fla. 2001), the appellate court modified that portion of the Mardt 1S, 2000 Final Judgment which suspended interest after the 1993 Final Judgment. The appellate cwt also modified the trial court's order denying Plaintiffs' motion for atiomeys' fees for fees inctured in the trial court and previous appeal and remanded the matter back to the trial court to determine such an award. ~ 14. The appellate court also issued a separate order awarding appellate attorneys' fees to the Plaintiffs for this second appeal and ordered the trial court to determine the amount of these fees. 15, On Apri127, 2001, Defendants filed a Notice to Invoke Discretionary Jurisdiction to the Supreme Court far review of the opinion of the Fourth District Court of Appeal. ~ 16. On October S, 2001, the Supreme Court of Florida denied review and granted Respondents' (i.e. Plaintiffs') Request fot Attorneys' Fees on Appeal and made an award in the amount of 82,300, 00. 17. Plaintiffs' Motion for Entry ofAuncnded Final Judgment Following Appellate Review seeks the entry of an Amended Fine! Judgment consistent with the appellate decisions of the Fourth ~ District Court of Appeal and Supreme Court of Florida in 2001 and specifically requests: A. Reasonable aaomeys' fees for services rendered in the lower court proceedings; 8. Reasonable attorneys' foes for services rendered in the first appeal from this Court's ~ 1998 Order closing the case; C. Reasonable attorneys' fees for services rendered for lower court proceedings following remand culminating in March 13, 2000 trial; D. Reasonable attorneys' fees for services rendered in the appeal of the Court's March 15, 2000 Final Judgment; c~cwr o • ~a 3 •~~ `~-~ Book2115IPage 1693 CFN#1913171 Page 3 of 13 7a ., ~ ~ ~ ~ E. Interest on the 1993 Final Judgment to the date of entry of the Amended Final Judgment; F. Reasonable attorneys' fees in the amotmt of 52,500.00 awarded by Supreme Court of Florida in its October S, 2001 decision; G. Such further adjustment to the foie! accounting as may be appropriate in light of the appellate decisions; H. An award of costs as may be appropriate, including costs for ail appellate work and at the trial coact; . l 8. On August 15,1002, Plaintiffs served an Amendment w Plaintiffs' Motion for Entry ~ of Amended Final Judgment Following Appellate Review to request the award of prejudgment interest on the attorneys' Ices awarded by both the Fourth District Court otAppeai and the Supreme Court of Fiorida from the time of the award of those fns in those appellate courts. Plaintiffs •subsequently filed an Amended Motion for Attorney's Fees dated May 8, 2001 seeking lower court and appellate attomcys' fees. ~ 19. On November 18, 2003 Plaintiffs served their Motion for Appointment of a Receiver to take possession of High-Spec's certificate of deposit funds in Pennsylvania and to pay the corporate debts and make appropriate distributions according to the amended final judgment. 20. On June ti, 2003, Defendant Mumma ii filed his Motion to Dismiss or in the Alternative for a Ncw Trial Due to Recently Discovered Evidence of Lack of Jurisdiction and Fraud ~ Upon the Court. 1n his motion Defendant claimed that the Plaintiffs are not shareholders of High- Spec, Inc. and alleged in paragraph 14 under "newly discovered evidence" that a shareholder's agreement existed. $y order entered January 16, 2004, Judge Angeles denied this motion. Defendants Mumma and High-Spec, Inc. timely appealed. Their brief did not raise the shareholder's agreement but instead argued on other grounds that the circuit court erred in denying the motion. The Fourth District Court of Appeal affirmed the January 16, 2404 order per curiam on May 11, 11 2005, and issued a mandate on July 8, 2005. The Fourth District also issued an order awarding Plaintiffs their appellate attorneys` fees. Fallowing remand Plaintiffs filed Plaintiffs' Motion to Assess Attorneys' Fees on Third Appeal dated August 5, 2005. 21. On December I6, 2004, Defendant Mumma, acting prose at the time, filed his vlotion to Dismiss or Stay in which he contended that this action should be dismissed because the inventory in his father's ancillary estate in Florida, which the Court detemrines was dismissed in 1999, failed to include the shares ofNigh-Spec, lne. stock as an asset. He also alleged that the shares of stock in High-Spec, inc. which were distributed from his father's Pennsylvania estate to his Residuary Trust on January 1, 2402, were subject to a sbareholder's agreement, an unsigned copy of which he attached tv his motion. Defendant Mumma II had pceviousiy raised this shareholder's agreement in the 2040 trial before Judge Dryan and again in his June 6, 2003 Motion to Dismiss. 4 Book2115/Page1694 CFN#1913171 IT * R' ~ , ~~ roIMITV. Page 4 of 13 8a 4~ ,. • ® ~ ~' .~ _ He asked that this action be stayed pending the outcome of a related Petutsylvattia court action he had filed to determine the enfomaeability of this shareholder's agreement. • 22. Oa May 24, 2005, Plaintiffs served their Motion to Add Additional Party Plaintiffs. Tn this motion, they sought W add themselves as additional Plaintiffs in this action in their capacities as Co-Trustees of Robert Muntma's Residuary Trust contained in hls will. Their rooilon alleged that the estate of Robert Mumma, Sr., had, on January 1, 2002, distributed its interest in the High-Spec, ~ Inc. shares to the decedent's Residuary Trust of which thCy~werc Co-Tn>stees. Because Defendant Mumma had contended that Plaintiffs, as Co-Executrixes of this estate, lacked standing to maintain this action, they sought to make the standing issue moot by joining themselves in their capacities as Co Trustees as well. This motion was granted by the Court, after which the Plaintiffs, as Co- Trustees, filed their Appearance by Trustees of Residuary Trust and Consent to Plaintiffs' Actions in which they consented to all actions of themselves as CaExecutrixes, the appointment of a ~ Receiver, the entry of an Amended Final Judgment, and to the award of attorneys' fees, costs, and interest. II. AMENDED FINAL JUDt:~MENT Defeodant Robert Mumma's Motion to Dismiss or Stay was denied by this Court by oc+der ~ entered at the hearing on November 29, 2005, and that denial is hereby confirmed. Defendant's continued attempts to refitigate the shareholder status of the Plaintiffs based on allegations of an existing shareholder's agrcemnn! are barred by res judicata, estoppel by judgment, and judicial waiver by failing to raise on appeal this Court's refusal to consider the alleged ahateholder's agreement in the 2000 Final Judgment and the January 16, 2004 Order on Defendant Mumma'a Motion to Dismiss or for New Trial. Plaintiffs' Motion for Entry of Amended Final Judgment ~ Following AppeUnte Review, bs amended, is granted. This Court hereby enters an Amended Final Judgment awarding. among other things, attorneys' foes and costa to Plaintiffs as Co-Executrixes in accordance with previous decisions by the Florida Fourth District Court of Appeal and the Florida Supreme Court foe work done by Plaintiffs attorneys in this matter both at the trial court level and on appellate review, including wank through the date of this order. However, because the hearing on November 29, 2005 failed to conclude with all evidence accessary for the Court to adjudicate ~ Plaintiffs' attorneys' fees and costs, this Court reserves jurisdiction reenter a separate final judgment deternrining the amount of costs and attorneys' tees upon conclusion of the evidentiary hearing on costs and attorneys' fees to be scheduled in the future. Plaintiffs, as Co-Executrixes, aze also awarded interest on the 1993 Final Judgment as previouslydctermined by thisCoutt in its Non-Final Order on Interest Issue dated December 22, 2005. Plaintiff's Motion for Appointment of a Ruciver is also giartted,'1'his CouR'sFinal ludgmentdated Marzh 15, 2000 is hereby amended and restated, ~ and the following is hereby substituted a, follows: IT IS'T~REFORE ORDERED AND ADJUDGED: 23. High- Spec, Inc. is hereby dissolved as a result of the shareholders being deadlocked anti the illegal distribution of a major corporate asset to Robert M. Mumma, lI. 5 Book2115/Page1695 CFN#1913171 cy~wi r °9~ * 9r, ~~y,. '~+lAY1X Page 5 of 13 9a 9 ,• • A • • 24. Robert M. Monona II caused the illegal distribution of t~atain teal pmpaty to himself and is liable to the corporation, High Spot, Inc. for Bald distribution in the amount of 5450,000 plus prtjudgmcnt interest at the rate of Twelve (1296) per annum finch Deoetnber 12,1989 until the date of the entry of the original Final Judgment on July 25,1993 in the amount of S 189,887.67, for a total sum due and owing on the Final Judgment as of July 26, 1993 of Sb39,887.67. 'Judge Cianca's February 28,1994 txder suspending the suncting of icterzst on this judgment, which was approved by this Court in its Final Judgmententered Mauch IS, 2000, htts since been modified on appeal to allow for interest. Therefore, this sum of 5639,887,67 shall constituter the "Judgment Surn:' Plaintiffs, as Co-Executrixes of the estate of Robert Murnma, Sr., deceased, on behalf of Plaintiff High-Spec, Inc. shall recover this Judgment Sum from Defendant Robert Mumma II, individually, whose Florida address is b880 SE Harbor Circle, Stuart, t;L 34996-1968, and this Judgment Sum shall bear intccrst from and after July 26,1993 at the statutory rate applicable to the judgment when Intend in 1993 which, under $55.03, Fle. Stet. (1993) was 1296 per annum =The dailyrate ofpost- judgmentinterest at 1296 per annum on the sum of 5539,887.67 after July 26,1993 is $210.374 per day, and interest at the rate of 1296 per annum shall continue from that date through the entry of this Amended i+fnal Judgment and thereafter on the unpaid balance of the Judgment Sum until paid in full. The Clerk of this Court is hereby directed and ordec+ed to issue a writ of execution forthwith on the judgment Sum plus all accrued intett^st tothe date of this order. Tha address of PlaintiffLisa Mumma Morgan is 1140 N. Ocean Boulevard Gulfstream, FL 33483-7230, and the address of Plaintiff Barbara McK. Mumma is 4333 North Ocean Blvd., Apt D-55, Delray Beach, FL 33483. The address of Plaintiff High-Spec, Inc. is c% Robert Mumma D, its sole surviving director, 6880 SE Harbor Circle, Stuart, FL 34996-1956 and also P.O. ©ox 58. Howtnansdale, PA 17008. ' This Court finds that in calculating the amount of the judgment on which post- ~ judgment Interest runs, the prejudgment interest component becomes part of the single total sum adjudged 1o be due, with post judgment interest accruing on the merged total. Qygli~y Eattineered Installation Inc. v. Hig]Qy South. Inc, 670 So. 2d 929 (Fla. 1996). 2 This Court is fully aware that §55.03, Florida Statutes, was amended effective January 1, 1995 to require the Comptroller of the State of Florida to set interest rates on judgments ~ on an annual basis. After that statute took effort, annual rates of interest on judgments set by the Comptroller of the State of Florida have fluctuated. However, the rate provided for by §55.03 in 1993 when the judgment in this action was catered was l2% per annum. IIccause the judgment in this action was entered before the effective date of the l 995 amendment, the rate applicable at the time of the judgment, i.e. 12% per annum, applies Ixre despite the subsequent annual changes 1 announced by the Comptroller. S s_e Baveriy •n ~cr~ri~s-Florida. lne. v,ySoilma_n. 689 So. 2d 1230 (Fla. 5th DCA 1997). See also GilmorF v. Morrison 341 So. 2d 779 (Fla. 4th DCA 1977xholding that where a money judgment is modified on appeal and the only action necessary in the trial court is compliance with the mandate of the appellate court, interest on the judgment as modified runs from the date of the original judgtncnt.) Here, the 1993 final judgment awarding 5450,000 plus S 189,887.67 inprejudgment interest against UefendantMuauna ]I has neverbeen reversedon appeal other than co moth fy and correct Judge Bryan's fai lure to award interest on it and to award trial court and appellate attorneys' fees in his 2000 Final judgment. 6 c~`c~'' ~~+ rj~ Book2115/Page1696 CFN#1913171 Page 6 of 13 l0a ~ t. •„ ~ 25. The corporation is liable for the following debts created for the acquisition of the corporations's easels, real estate: A. To the Estate of Rabcrt Mumma Sr., the amount of S94,S26.51; B. Ta Mumma Realty Associates T, the amount of 5330,329.91. ~~ • • C. To Robert Mumma, I1, 5415,229.28. 26. The loans by Robert M. Mumma, U, or his controlled companies were used to build his personal rtsidettce and ere not valid corporate debts of High-Spec. Inc. 27. At the November 28 and 29, 2003 final hearing, this Court also heard and received evidence andargutnents on Plsintiff'a Motion to Appoint ReceiverdatedNovember 13,2003. Upon the evidence pt,esentod and ugumcnta of counsel, this Court determines that the appointment of a Receiver is necessary pursuant to §607.1432, Fla. Stet. 2005 in order to liquidate the Certificate of Deposit in the name of Defendant High-Spec, Inc. currently on deposit with MdcT Bank in Harrisburg, Pennsylvania, and W collect and receive from the Plaintiffs whatever Plaintiffs, in their capacities as Co-Executrixes, recover on the money judgment against Defendant Robert Mumma II for 5450,000 plus prejudgment and postjudgmenc intetrest, afar Plaintiffs pay themselves such attorneys' fees and costs as the Court may toter in a segarate final judginent in the future. The appointment of a Receiver is also Waded to wind down and pay the debts and obligations of High- Spec, Inc. and distribute !ts assets. Accordingly, it is hereby ORDERID: f a. April Hicks, an individual who is a member of the local accounting firm of Proctor, Crook, and Crowder, is hereby appointed in this action as Rcxcivcr for High-Sped, Inc., a dissolved Florida corporation. b. The appointment of April Hicks as Recei ver is subject to the condition precedent that g she file with the Clerk of this Court a copy of a fidelity bond in the sum of eight hundred thousand dollars (3800,000) issued by a surety company licensed in the State of Florida and conditioned on her faithful recei pt and dispcxiitian of the funds and property ofHigh-Spec, Inc. which come into her possession, custody, and control as Receiver. 'The Roaiver's fidelity bond shall be approved by the Clerk of this Court or, if the Clerk fails to do so, by further order of this Court. Upon approval of this fidelity bond by the Clerk or thi: Court of by this Court. April Hicks shall automatically be 1 authorized to perform her duties as Receiver without need for any further order of this Court. c. The Receiver shall serve for compensation at her normal hourly rates, as they may exist from time to time, plus the Receiver's attorneys' fete, costs, and expenses, all of which are to be paid from the assets of High-Spec, Inc. as a priority claim above all other debts and obligations of High-Spec. Inc. and without the necessity of further order of this Court approving same. The Receiver's duties to report assets received by her shall be controlled by Rule 1.620 (b), Florida Rules 7 Book21151Page1697 CFN#1913171 ~* ~- A i i ~M Page 7 of 13 lice of Civil Procedttrc or such later amendments to this Rule as may, froth time to time, be adopted, gh pee, Irm. include, but are not necessarily limited to, that certain ~ d. The assets of Hi ~ certificate of deposit ("Certificate of Deposit") in an amount in extxsa of 5833,332.4b in the ttatne of Defendant High-Spec, Inc. deposited with MST' Bank located in Harrisburg, Pennsylvania togetltcr with whatever funds may be mcovened by Plaintiffs as Co-Executrixes and paid by them to the Receiver oa the money judgment cnter+ed against Defendant Robert Mumma, A in this action. ~ after Plaintiffs' pay the estate of Robert Mumma, Sr. such attorneys' fees and costa which may be awardad in a subsequent and separate Final Judgment. e. As to the Certificate of Deposit with M&T Bank, Judge Marc Cianca entered an order in this action dated May 21, 2003 In which he ordered that the funds In this Certificate of Deposit (formerly at Dauphin Deposit Bank) should remain intact until the disposition of this action ~ and required Defendant Mumma II to comply with this order and with a similar order entered by the Court of Common Pleas of Cumberland Couary, Pennsylvania in No. 21 Equity 1993. Judge Cianca's 1993 order is hereby modified to grant to the Rtoeiver the sole and absolute authority to demand and receive from M&TBank, at the Receiver's sole discretion, all funds repr+esentedby this Certificate of Deposit less any penalty for early withdrawal. No person, other than the Recei ver, shall be entitled to withdraw these funds from M8cT Bank. M&T Bank, its successats or assigns, is ~ ordered to pay over to the Receiver all funds represented by this Certificate of Deposit and all other funds. if any, at said bank in the name of High-Spec, Inc. and to provide to the Receiver all information, if any. on the accounts of High-Spec, Inc, and the history of any accounts formerly in the name of High-Spec. lne. which may have been closed. In the event that the Receiver is unable to collect the Certificate of Deposit at M&T B ark in the name of ITigh-Spot, Inc. within a reasonable period of time, Orin the event that the bond ptztnium for the Receiver must be paid in full before the ~ Rxeiver's bond is issued, Plaintiffs shall advance as a loan to the Receiver. all of the Receiver's fees, attomeys' fees, costs, and expenses, including the cost for [he Receiver's bond. that the Receiver may have i ncurred to that point, and Plaintiffs shall be reimbursed by the Receiver for said sums immediately upon the Receiver's liquidation of the Certificate of Deposit. f. The Receiver of High-Spec. Inc. shall, in accordance with the final accounting and plan of distribution set forth in the Amended Final Judgment, wind down and liquidate the corporation's assets and pay its debts and obligations pursuant to Section 607.1405, Fla. Seat. (2005). Should the Receiver determine that certain debts or obligations of High-Spec, Inc. owed by High- Spec to third parties as set footh in this Amended Final Judgment no Ionger exist or exist at different amounts than described in this Amended Final Judgment, or should the Receiver recd further clarification or orders from this Court in the wind-down process, the Receiver trtay seek fwther instructions, guidance, or or~dcrs from this Court. g. The Receiver shall have all powers enumerated under Section 647.1432, Fla. Seat. (2005), including, but not limited to, the power to hire counsel in any State in which issues pertaining to the winding up of the corporation may be concerned, including the States of Florida and Pennsylvania. ~T Ca. 4 ~, ~wtr. »r Book2115/Page1698 CFN#1913171 Page 8 of 13 12a ~~ .. ! ~ ~ ., h. A11 fees, costs, and expenses of the Receiver, together with all attorney's fees of the Receiver, shall be deemed additional costs of thi:litigation and shall be taxed as subsequently determined by this Court. i. Defendant, Robert M. Mumma. II, individually and as sole surviving director of Defendant I-figh-Spec, Inc., is hereby ordered to fully and completely cooperate with and furnish to the Receiver, at the trquest of the Receiver, all high-Spec, Inc. information within his knowledge and all High-Spec, inc, corporate records, documcnta, tax rrtutns, bank statetnatts, txnificates of deposit, and other documents and information oa High-Spec, Inc. in said Defendant's possession, custody, or control or in the possession, custody, or control of High-Spec, Inc. cries acoatntants and attorneys. Defendant Mumma II, individually and as sole surviving dircctorofDefendantNigh-Spot. Inc., shall likewise execute and deliver to the Receiver such further consents, forms, or other inatrumcnts as may ba ttquested by the Receiver in order to permit the Receiver to liquidate the Certificate of Deposit with M&T Bank or take possession of any other assets, accounts, or pmpe:rty of High-Spec, Inc. j. The Receiver shall take possession, custody and control overall assets ofHigh-Spa. Inc., including but not limited to bank accounts, certificates of deposit, and other assets, whec+evcr in the world they may be located. Plaintiffs, however, in their capacities as Co-Exocutrixes, and on behalf of High-Spec, Inc., shall have the right to continue enforcement and collection of the Final Judgment for damages against Defendant Robert Mumma II and to take all action appropriate in connection therewith, including but not limited topost-judgment collection proceedings in Florida and domestication and collection of the final judgment in Peatnsylvania and elsewhere as needed until the judgment is collected in full. Upon collection of the Final Judgment for damages and the payment to thcroselvca as Co-Executrixes of such attorneys' fees and costs as may be subsequently awarded, Plaintiffs, as Co-Executrixes shall account to the Receiver and tum over such additional funds collected on the Fina! Judgment. k. Upon liquidation by the Receiver of the assets of High-Spec, Inc. and upon the payment of High-Spec. Ines debts and obligations and the distribution of its assets, the Receiver's duties shall end, and the Receiver may apply to this Court for her discharge and for the discharge of the surety and termination and cancellation of the Receiver's bond. Until terrination of the receivership, this Court shall retain jurisdiction to enter such furthcrorders as maybe necessary and proper during the wind down of High-Spec, Inc. 28. Thedcbts owed by High-Spec, Inc. forTrade Payables, Iatereston PennsylvaniaTax, to the: Estate of Robert M. Mumma, Mumma Realty Associates, I, and to Defendant Robert Mumma II are not money judgments but rather a finding by Judge Glance in 1993 as to debts which High- Spec owed to creditors prior to liquidation of High-Spec, Inc.'s assets. None of these debts was determined to bear interest, and, except for the money judgtneat against Defendant Robert Mumma U which, consistent with appellate rzview, shall bear interest as determined in this Amended Final Judgment, nothing in this Amended Final Judgment shat! be construed as permitting interest to run on these debts. 9 c~,cwr o * ~,- ~iMy, Book2115/Page1699 CFN#1913171 Page 9 of 13 13a +h ~ ^ ~ ~ 29. Due w the appeilue decisions affecting interest and attorneys' fees and cow, and this CouA'a de+cisian to appoint a Retxiv~, thn final aornunting and plan of dispributiott provided for itt paragraphs 7 and sj of the March, 2000 lanai hdgnteatt is ao longer acetuxte std tanst be adjusted to 6e eonsiatrant wily appellate review. Ancordingly, those paragraphs of the 2000 Fins! Judgmatt, act hereby amended b read a: follows: 7. In avoardatxx with appellate review and thin Court': determinuioa of rho atnounb of interest and the oasts and attattiteys' fees b be deterrrrined in a :egaratc tlnai judgment to be enta~ed in the }blare, the following formula and plan of distribvtiat of eases is acbpted. Tins plan a:stcmes the colkcdon of the Piaal Judgment in fuU by Plaintiff: as Co-F,xeeulriza and the lignodatioa of the Certificate of Dcpouit with MdtT Bank. Appropriate adjustma~ts must be made oa vaificatioa by the Iteoeivor of the cxrrttxt atrwtmts of rho Certificate of Deposit, the paynteat of the Raxiver' a teas, attorneys' fees, coca, and axpensa, adJusuneat of those item: indicated below thtd arc subject w adjustrncat orverification, and Plaiadffi' poet judgment inteczat, attorney's lhes, costa, sad expet~sea. Certificate ofDeposit-Cash-Subject to Change and Verification Lela: Outside Creditoa to be Paid TradePayable:-Subject to Change and Verification Pennsylvania Income Tax Subject to Change and Verification Intenat-Pennsylvania Tax Estimated Subject to Change and Vcriftcation Balance of Cash Available to Distribute - Subject to Change Pay to: Estate of Robert M. Muwna Priacipat Mumma Reaaty Associates [ Principal Balance for Cash Distribution Robert M. Mumma U Owas-Net after tJtfsets -Judgment Intorest to fury 26,1993 10 8ook2115/Page17OU CFN#1913171 12,121.99 33.SS8.00 94,526.51 450,AOQ.00 189.g87.6T 2833,332.96 5772.332.47 s347,SOS.03 ..GILT ~ s QI ~~' ~ ~, „~ ~ ~!rrt Page 10 of 13 14a ~>~ • Total Judgtneut Owed ~ Pluslnterest owed from July 27,1993 to November 30, 2003 {5639,887.67 x 1246 x 12 years i29 days at daily rate of 3210.374 per day; annual rate of 3'76.?86 Sl) Interest continues to accrue at the rote of 5210.374 per day anti! judgment is paid • Total Owed On lodgment Sum (as of November 30, 2005) Plus interest from November 30, 2005 • to January 20, 2006 (S1 days $210.374 per day) Totat Owed On Judgment Sum (as of January 20, 2006) ~ Plus attorneys' feu and costr to be awarded by separate final judgment in the future Plus Interest Owed on Judgment Sum after January 20, 2006 at x'210.374 ~ Less owed to RobeR M. Mumrna II per 2400 Judgnent (to be applied only after payment in ful! of monry judgment, including all pri-uipul, interest, costs, and attorneys' fees} ~ Nat Arnouri< Owed to Plainti,Q'a on behalf of Nigh-Spec, Inc. by Defendant Robert M. Mumma Il (subject to adjustment for interest accrued afar II201P6, artd f uture costs, expenses and fees before deduction of debt off41S,229.28 owed to Robert 1 Mumma 11) Total Asacts Available for Shareholders (balance cash for distriburion pius,ut owed on /udgmeru, subject to adjustment for future post judgment interest, costs, attorneys' fees and expenses Book2115/Page1701 CFN#1913171 639887.67 948,188.88 g 1.!CR14 ~ 3, SS $10,729.0? $ 9 772.6 to be determined by separate judgment 415,229.28 x1,183,543.34 w ~, K/ ~JYTG Page 11 of 13 .i 15a ~. ® •~ • before deduction of debt to Robert Mumma !l) S .1.531.048.39 ~ Less Attorneys' Fies, Costs, and lraerest on same payable to Plainti,,~`a as Executrixes of Estate of Robert Mumma, deceased to be determined Total Assets Available for Shareholders after deduction for Plaint(/js foes oral cnsrs 51,331,048.39 (subj. to adjustmetu) i One-half payable to each 5096 Shatrholder (subj to adjustment) s 76S,S24.195 ASSETS~I LS'i'[tt1~j_Tt'Rn Defendant Plaintiff • Robert M. Barbara McK. Mumma et al. ~ Payable to High-Spec, Inc. Owed by Robert M. Mumma II (subject ~ to adJustment) 51.183, 4 SS91J71.67 $1,183.393.3 Cash (subject to adjustment) 0 S (to be determinedl#1 (to Ge detetminedN` ~ *Fieure retire to cash ann~nt less attomev'a fcr~ Owed by Rubert Mumma, II to respective parties ~ (to lie deterntirted) f (lo be determined) S[to b,_a d,~lermin~ed~f ~ The Receiver of High-Spec, inc., shall immediately pay the following: a. Pennsylvania Income Tax, penalties and interest in the amount of 548,858.00. (Subject to change.) b. All Trade Payables in the amount of $12,121.99. (Subject ~ to verification.) c. $94,526.5 t to THE ESTATE OF ROBERT M.1~'IU14Qu1A. d. $330,320.91 to IvIfIMMA REALTY ASSOCIATES I. ~ 8. And accordingly, the Receiver of High-Spec, Inc., is authorized and directed, 12 Book2115/Page1702 CFN#1913171 G~1 T C * ~ ~'~.~. ~~/N}~ Page 12 of 13 ~6a lb 6 • • • afar actual collection of all sums Owed by Robert M. Mumma, II under the judgment, including all principal, prejudgment and post-judgment interest, attomeys' fees, and casts, and payments to the Reveiver, to distribute the assets of the corporation as follows: a. $ fro be determined) to ROBERT M. MUMMA, II. (Subject to adjustment based on (a) and (b) above). b. ~(to be t fined). Airs altornev 'f~ ees do costs) to BARBARA • MCK. ivliJlvII~A and LISA MUMMA MOROAN, as Co-Executrixes of the Estate of Robert M. Mumma, deceased. (subject to adjustment based on (s) and (b) above). 30. This Court shall retain jurisdiction to enforce the terms of this Amended Final Judgment and to issue such furtherorders as may be appropriate in the winding down ofHigh-Spx, • lnc., including the entry of a separate final judgment for attorneys' fens and costs. The Court also retains jurisdiction to enteroTders making such furtheradjustments and cott+ections as arc necessary to pattsgraph 29 of this Amended Final Judgment and to complete and adjust those items in that paragraph left to be determined or adjusted after this Court's makes a final decision on the amount of attorneys' fees and costs. The Court also retains jurisdiction to make further ocrlers on the activities of rho Receiver, paytnentof corporate debts, and distribution of the corporate assets as may • be necessary and proper. DONE AND ORDERED at Stuart, Florida this ~ day of ~•~J • , Zpp(, • copies to: Robert Makemson Circuit Court Judge ~ James L. S. Bowdish, Esquire Robert Mumma II, individually and as sole surviving Director of Defendant Fligh-Spec, Inc. by regular U.S. Mail and by certified mail return rcceiptrequested to him at 6880 SE Harbor Cit. Stuart, FL 34996-1958 and P.O. Box 58 Bowmansdale, PA 1700$ STATE OF FLORIDA MARTIN COUNTY TH15 IS TO CERTIFY THAT THE *OREGOING ~, PAGES IS A TRU aN0 CORRECT COPY OF THE OR~G 13 MARSHA EwING, CLERK er. Oa tE ~.. ---~- Book21151Page17~3 CFN#1913171 si11T C 4 ~j. E # # N~AL >~~~ _ o.c Page 13 of 13 17a !7 EXHIBIT B Westlaw 966 So.2d 514 966 So.2d 514, 32 Fla. L. Weekly D2553 (Cite as: 966 So.2d 514) N District Court of Appeal of Florida, Fourth District. Robert MUbIl1~tA II and High-Spec, Inc., a dissolved Florida corporation, Appellants, v. Barbara Mck. MUMMA and Lisa Mumma Morgan, as Co-Executrixes of the Estate of Robert M. Mumma, deceased, and as Co-Trustees of the Re- siduaryTrust under the last will of Robert M. Mumma, deceased and High-Spec, Inc., a dissolved Florida corporation, Appellees. No. 4D06-1206. Oct. 24, 2007. Rehearing Denied Oct. 24, 2007. Background: Executrices of estate brought action against owner of closely-held corporation, alleging that owner had improperly conveyed real property to himself for no consideration. On remand from rever- sal by the District Court of Appeal, 734 So.2d 571, the Circuit Court made final accounting and denied executrices' request for interest and attorney fees. The District Court of Appeal, 780 So.2d 1001, affirmed in part, reversed in part, and remanded for the assess- ment of interest on the award of damages to the es- tate, and assessment of attorney fees. On remand, the Circuit Court, Nineteenth Judicial Circuit, Martin County, Robert Makemson, J., calculated interest on the original amount of judgment. Owner of closely- held corporation appealed. Holding: On denial of rehearing, the District Court of Appeal, Wa~zier, J., held that trial court went be- yond its directions on remand by calculating interest on the original amount of the judgment without off- setting the debt owed by corporation to owner. Reversed and remanded. West Headnotes Appeal and Error 30 1216 Page 1 30 Appeal and Error 30XVII Determination and Disposition of Cause 30XVIIfF) Mandate and Proceedings in Lower Court 30k1216 k. Failure to Obey Mandate or Follow Decision of Appellate Court. Most Cited Cases Trial court went beyond directions on remand by calculating interest on the original amount of the judgment without offsetting the debt owed to defen- dant, rather than calculating interest on the amount of the damages award stated in the District Court of Appeal's opinion, which remanded order on final accounting of dissolution of family corporation for assessment of interest. *514 Robert C. E3uschel and Jenessa M. Stearns of Rothstein Rosenfeldt Adler, *515 Fort Lauderdale, and The Hodkin Kopelowitz Ostrow Firm, P.A., (withdrawn as counsel after filing of brief), Eric J. Wiener, Harrisburg, PA, and Ira Hatcli, Vero Beach, for appellants. James L.S. Bowdish and Jennifer L. Williamson of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson Chartered, Stuart, for appellees. ON MOTION FOR REHEARING WARNER, J. We deny the motion for rehearing, withdraw our pre- viously issued opinion and substitute the following in its place. When this court last considered this case in ,tilurnrn_u r. Mumma, 7R0 So?d lOt)1 (Fla• 4t1~ DCA 2001), we reviewed the trial court's order on final accounting of the dissolution of a family corporation. We found no error in the final accounting, but we reversed for the assessment of interest on the award of damages to the © 2009 Thomson Reuters/West. No Claim to Orig. US Gov. Works. EXHIBIT "B" 966 So.2d 514 966 So.2d 514, 32 Fla. L. Weekly D2553 (Cite as: 966 So.2d 514) estate of Robert Mumma, Sr. against Robert Mumma, Jr, and the assessment of attorney's fees. In discuss- ing the interest issue, we explained in our opinion, "After allocating the various debts pursuant to that courNs findings, Robert, Jr. owed High Spee $224,658.39, fitly percent of which belonged to ap- pellees as one of High Spec's two shareholders." Id. at 1003 (emphasis supplied). We then reversed for calculation of interest on the damages. Although our reversal was limited to the assessment of interest on the amount of the damages as set forth in our opinion and the determination of attorney's fees, on remand Robert, Jr. attempted to inject multi- ple other issues in the case, all of which the trial court rejected, and we fmd to be without merit. However, the estate convinced the court that we had never de- termined how to calculate the interest. The trial court ultimately calculated interest on the original amount of the judgment, $639,887.67, without offsetting the debt owed to Robert, Jr. by the corporation, also found in the original final judgment. This recalculation was beyond the directions on re- mand. We had already stated in our opinion the amount of the award as "$224,658.39, fifty percent of which belonged to appellees as one of High Spec's two shareholders." Had the appellees wished to chal- lenge the calculation of damages, or the method of offsetting the liability of the corporation to Robert, Jr., they should have done so in the prior appeal. Having failed to do so, our remand instructed that the trial court should calculate prejudgment interest upon the damage award from the time of its liquidation in 1993. Thus, appellees were entitled to interest on fifty percent of $224,658.39, the net amount owed, from 1993. Reversed and remanded for the court to award inter- est in accordance with the instructions in this opinion. KLEIN and HAZOURI, JJ., concur. F1a.App. 4 Dist.,2007. Mumma v. Mumma 966 So.2d 514, 32 Fla. L. Weekly D2553 END OF DOCUMENT Page 2 © 2009 Thomson Reuters/West. No Claim to Orig. US Gov. Works. EXHIBIT C ROBERT M. MUMPrIA II, : IN THE COURT OF COMMON PLEAS OF HIGH-SPEC, INC., ~~ Florida Corp.: CUMBERLAND COUNTY, PENNSYLVANIA V. THE ESTATE OF ROBERT M. N0.2004 - 6183 CIVIL TERM MUMMA, THE EXF,CUTRIXES OF THE ESTATE O.F ROBERT M. MUMMA, LISA M. MORGAN AND BARBARA Mr,K.MUMMA, THE RESIDUARY TRUST UNDER: THE WILL OF ROBERT M. MUMMA, &. THE T.[tUSTEES OF THE RESIDUARY TRUST UNDER: THE WILL OF ROBERT M. MUMMA, LISA M.1~iORGAN & BARBARA McK.MiJMMA CIVIL ACTION -LAW IN RE: DEFENDANTS' MOTION FOR SUMMARY JUDGMENT BEFORE GUIDO. J. ORDER OF COURT AND NOW, this 6~ day of DECEMBER, 2006, Defendants' Motion for Summary Judgment i:, GRANTED and the bench trial scheduled for December 20, 2006, is canceled. l'By the Court, ~~ , ~rt M. Iviu~mma II ~ ~/ Brady L. Green, Esquire No V. Otto, III, Esquire / George B. Faller, Esquire Edward E. Guido, J. ,rKs EXHIBIT "C" ROBERT M. MUMA4A II, : IN THE COURT OF COMMON PLEAS OF HIGH-SPEC, INC., ~- Florida Corp.: CUMBERLAND COUNTY, PENNSYLVANIA V. THE ESTATE OF ROBERT M. MUMMA, THE EXECUTRIXES OF THE ESTATE OF' ROBERT M. MUMMA, LISA It~I. MORGAN AND BARBARA Mc:K.I~~UMMA, THE RESIDUARY TRUST UNDER: THE WILL OF ROBERT M. MUMMA, & THE TRUSTEES OF THE RESIDUARY TRUST UNDER: THE WILL OF ROBERT M. bIIUMMA, LISA M. MORGAN & BARBARA McK.MUIviMA N0.2004 - 6183 CIVIL TERM CIVIL ACTION -LAW IN RE: DEFENDANTS' MOTION FOR SUMMARY JUDGMENT BEFORE GUIDO. J. OPINION AND ORDER OF COURT Currently before the court is the Motion for Summary Judgment filed by Defendants, the Estate of Robert M. Mumma, et al. Summary judgment should be granted if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of l.aw, Williams v. Pilgrim Life ,insurance Co.,306 Pa. Super 170, 452 A.2d 269, 270 (198:). Since the moving party has the burden of proving that no genuine issues exist as to the material facts, the record must be examined in a light most favorable to the non-moving party; in doing so all well-pleaded facts in the non-moving party's pleadings are accepted as true and that party is given the benefit of all reasonable inferences to be drawn therefrom. r N0.2004 - 6183 CI'JIL TERM Spain v. Vicente, 315 Pa Super.135, 4b1A.2d 833, 835 (1983). Summary judgment should not be entered unless the case is free from doubt. Weiss v. Keystone ll~lack Sales, Inc. 310 Pa. Super 425, 456 A.2d 1009, 1011 (1983). For the reasons hereinafter set forth, Defendants' Mc-tion for Summary Judgment will be granted. Factual Background In 1985, Robert M. Mumma ("Mumma i") and his son, Robert M. Mumma II ("Mumma II") formed a Florida corporation known as High-Spec, Inca They were the only two shareholders ~~f the corporation.Z Mumma I died on April 12, 1986.3 Mumma II commenced the instant action in 2004. It seeks to enforce an alleged Share Restrictive Agreement ("agreement") between him and his father.4 An unsigned copy of the agreement is attached to the amended complaints Mumma II alleges that the signed agreement "may have been stolen with other documents from asafe-deposit box at Dauphin Deposit Bank."~ The relevant sections of the unsigned agreement provide as follows: 4. TRANSFER OF SHARES UPON DEATH OF SHAREHOLDER. In the event of the death of any Shareholder, it is agreed that all of the shares of the Corporation held by such decedent at the time of his death shall be sold in the same manner as provided in Section 3 of this Agreement in that the personal representatives of the decedent shall first offer, within sixty (60) days after his qualification ;rs such personal representative, the shares owned by the decedent to tree Corporation and if the Corporation does not purchase such shares as pro~~ide+d in Section 3 of this Agreement, then the personal representative shall thereupon offer such shares pro rata to the other Shareholder or Shareholders of this Corporation who hereby agree ~ See Amended Complaint, paragraph 10. Z Id at para. 11. ' Id. at para. 17. `Id. at paragraphs 12, 13. s See Amended Complaint, Para. 13 Exhibit A. 6 !d 2 ' N0.2004 - 6183 CIVIL TERM individually to purchase such shazes in the manner as provided in paragraph 3 thereof. In the event the offer is not made within said si=ty (60) day period as herein pr,~vided, it shall be deemed Ipso facto to be made at the end of said sizty (60) day period and if, within thirty days thereafter, the Corporation does not request delivery of the shares to it for purchase, the Shareholders shall enforce delivery of such shares of the deceased Shareholder pro rata to them, npon compliance of the Shareholders of the terms and conditions of this Agreement. (emphasis added). Mumma II asks us to require the Estate of Mumma I to sell its shazes to him or the corporation in accordance with the terms of the agreement. Defendants' Motion for Summary Judgment rests upon their assertion that previous litigation in Florida precludes Mumma II from bringing the instant action. They also contend that the action is time barred. The Florida action at issue was commenced by the executrices of the Estate of Mumma I against Mumma II in 1989. It took 17 years, several hearings and as many appeals, before a final ji.~dgment was entered. The factual and procedural history was summarized in the Amended Final Judgment filed in the Circuit Court of the Nineteenth Judicial Circuit in and for Martin County, Florida by Judge Robert Makemson on February 17, 2006. Judl;e Makemson's summarized the "History of the Litigation" as follows: 1. On July 26, 1993, this court, through Judge Marc Cianca, entered a Final Judgment which dissolved the Defendant Florida Corporation, High-Spec, Inc. and determined among other things that Defendant Robert Mumma, II caused the illegal distribution of certain real property to himself and is liable to High-Spec, Inc... . 2. The Court als.~ required the directors of High-Spec to prepare a final accounting an~3 wind up and liquidate the corporation. 'See Plaintiffs Amended Complaint, Exhibit A N0.2404 - 6183 CI`/IL TERM 6. By an opi~uon dated June 9, 1999 entered by the Fourth District Court of Appeal of the State of Florida in Mumma v. Mumma, 734 So. 2d 571 (Fla. 4`~ DCA 199~~) the appellate court ...determined that the 1993 partial Final Judgment remains in force and need not be revisited on remand. The appellate court also determined that the only issues left to be decided concerned the final accounting and winding up of the corporation as well as attorneys' fees and costs. 8. Following remand, a trial was held on the remaining issues identified by the appellate court in its opinion. During this time, the tri$1 transcrlpt shows that Defendant Robert Mumma's counsel raised, for the first time the existence cif a shareholder's agreement which Judge Bryan refused to entertain because it had not been raised in the 1993 trial. (2000 Trial Transcript, p. 1217. 9. The trial resulted in a Final Judgment entered by Judge Bryan of this Court on March 15, :?000. The Final Judgment recited the entry of the Final Judgment of Judge Cianca in 1993 and adopted previous findings of the Court. 12. Defendants filed an appeal from this Final Judgment, and Plaintiffs filed a cross-appeal. In their brief, Defendants did not assign as error Judge Bryan's refusal to consider the alleged shareholder's agreement in determining ownership by Mumma Sr's estate of 50% of the shares of High-Spec, Inc, stock. 13. By an opinion dated March 28, 2001 entered by the Fourth District Court of A~peal for the State of Florida in Mumma v. Mumma, 780 So. Zd 1001 (Fla. 4 DCA 2001), rev. den. 797 So. 2d 587 (Fla. 2001), the appellate court modified that portion of the March 15, 2000 Final Judgment which suspended interest after the 1993 Final Judgment.. . 17. Plaintiffs' IV[otion for Entry of Amended Final Judgment Following Appellate Review seeks the entry of an Amended Final Judgment consistent with the appellate decisions of the Fourth District Court of Appeal and Supreme Court of Florida in 2001. 20.On June 6, :1003, Defendant Mumma II filed his Motion to Dismiss or in the Alterna~:ive for a New Trial Due to Recently Discovered Evidence of Lack of Jurisdiction and Fraud upon the Court. In his motion Defendant claimed that the Plaintiffs are not shareholders of High-Spec, Inc. and alleged in paragraph 14 under "newly discovered evidence" that a shareholder's agreement existed. By order entered January 16, 2004, Judge Angelos denied this motion. Defendants Mumma and High-Spec, Inc. timely appealed. Their brief did not raise the shareholder's agreement but instesd argued on other grounds that the circuit court erred in denying the motion. The Fourth District Court of Appeal affirmed the January 16, 2004 order per curium on May 11, 2005, and issued a mandate on July 8, 2005. 21. On December 16, 2004, Defendant Mumma, acting pro se at the time, filed his Motion to Di:cmiss or Stay in which he contended that this action should be dismissed because ...the shares of stock in High-Spec, Inc. which were distributed from his father's Pennsylvania estate tv his Residuary Trust on 4 N0.2004 - 6183 CIVIL TERM January 1., 2002, were subject to a shareholder's agreement, an unsigned copy of which he attached to his motion. Defendant Mumma II had previously raised this shareholder's agreement in the 2000 trial before Judge Bryan and again in h~.s June 6, 2003 Motion to Dismiss. He asked that this action be stayed per.~ding the outcome of a related Pennsylvania court action he had filed to determine the enforceability of this shareholder's agreement. (emphasis added).8 The restrictive share agreement referred to in the Florida action is the same one upon which the instant action is based. In the "Amended Final Judgment" Judge Makemson held in relevant part as follows: Defendant's continued attempts to relitigate the shareholder status of the Plaintiffs based on allegations of an ezisting shareholder's agreement are barred by res jndicata, estoppel by judgment, and judicial waiver by failing to raise on appeal this Court's refuse! to consider the alleged shareholder's agreement in the 2000 Final Judgment and the January 16, 2004 Order on Defendant Mamma's Motion to Dismiss or for New Trial. Plaintiffs' Motion for Entry of Amended Final Judgment Following Appellate Review, as amended, is granted. High- Spec Incl. is hereby dissolved as a result of the shareholders being deadlocked and the illegal distribution of a major corporate asset to Robert M. Matrons, II. (emphasis added).9 Discussion Article IV, Section 1 of the United States Constitution states that "[fJull faith and credit shall be given in each state to the public acts, records, and judicial proceedings of every other state." This Full Faith and Credit Clause has the function of avoiding relitigation in one state of adjudicated issues from another. Venezia Trucking v. W. C.A.B. (Inservco Ins. Services), 694 A.2d 1172 (Pa.Commw.Ct. 1997). So, "a final judgment in one State, if rendered by a court with adjudicatory authority over the subject matter and a See "Amended Final Judgment Following Appellate Review" attached to Defendants' Motion for Summary Judgment Part l . 9 See "Amended Final Judgment Following Appellate Review" attached to Defendants' Motion for Summary Judgment Part 2. 5 N0.2004 - 6183 CI'JIL TERM persons governed by the judgment, qualifies for recognition throughout the land. For claim and issue precl~.~sion purposes, in other words, the judgment of the rendering State gains nationwide force." Ferrelli v. Com., 783 A.2d 891, 895 (Pa.Commw.Ct. 2001). In the Amended Final Judgment Following Appellate Review, the Circuit Court of the Nineteenth Judicial Circuit in and for Martin County, Florida made several specific rulings with regard to High Spec Inc. First, it ordered the dissolution of High Spec. Second, it determined that 50% of the shares of High Spec were owned by the Estate of Mumma I. Finally, Judge Makemson found that Mumma II's attempt to relitigate the shareholder status of these defendants based upon the alleged agreement was barred by "res judicata, estoppel by judgment and judicial waiver." Since we must acknowledge and accept the ruling of the Florida court, the grant of summary judgment is appropriate. We are also satisfied that the Plaintiffs claim is barred by the statute of limitations.10 Under th•~ express terms of the alleged agreement, Mumma II was required to "enforce delivery" oi'the shazes to himself within 90 days after his father's estate was opened.11 The instant action was commenced more than 18 yeazs after his father's death and at least 1 S years after the cause of action aecrued.12 It is clearly time barred. 10 The statute of limitations for an action upon a contract is four years. 42 Pa. C.S.A. § 5525. ~ ~ See paragraph 4 quoted above. t2 The record is not clear as to when the estate was open. However, we do know that the Florida action was commenced by the estate in iS~89. 6 1 • ~ ~ + ' ~ N0.2004 - 6183 CIVIL TERM ORDER OF COURT AND NOW, this 6T" day of DECEMBER, 2006, Defendants' Motion for Summary Judgment is GRANTED and the bench trial scheduled for December 20, 2006, is canceled. By the Court, /s/ Edward E. Guido Edward E. Guido, J. Robert M. Mumma, II Brady L. Green, Esqutt~e No V. Otto, III, Esquire George B. Faller, Esquire sld 7 EXHIBIT D ROBERT M. MUMMA, II, and : IN THE COURT OF COMMON PLEAS 0 HIGH-SPEC, INC., CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs VS N0. 04-6183 CIVIL TERM IN ESTATE OF ROBERT M. MUMMA, THE: EXECUTRIXES OF THE ESTATE OF ROBERT M. MUMMA, LISA M. MORGAN and BARBARA McK. MUMMA, THE RESIDUARY TRUST UNDER THE WILL OF: ROBERT M. MUMMA, and THE TRUSTEES: OF THE RESIDUARY TRUST UNDER THE WILL OF ROBERT M. MUMMA, LISA M. MORGAN and BARBARA McK. MUMMA, Defendants ORDER OF COURT AND NOW, this 16th day of February, 2007, after review of the parties' briefs and having heard the argument thereon, we are satisfied that our original order granting the Defendants' Motion For Summary Judgment was appropriate for the reasons set forth in the opinion attached thereto and for the additional reason that the claims are time barred under the doctrine of laches. We are satisfied that the great length of time between the accrual of the cause of action and the filing of the suit prejudiced the Defendants in several ways as we indicated during the course of argument. Therefore, the Defendant's Motion For Summary Judgment is granted. By the Court, E war E. Guido, J. Eric J. Wiener, Esquire For Plaintiffs No V. Otto, III, Esquire George B. Faller, Jr, Esquire For the Defendants ~A /~ a a~.0 7 mlc EXHIBIT "D" EXHIBIT E • . J. A19010/08 NON-PRECEDENTIAL DECISION -SEE SUPERIOR COURT I.O.P. 65.37 ROBERT M. MUMMA, II and HIGH-SPEC, INC., v. THE ESTATE OF ROBERT M. MUMMA, THE EXECUTRIXES OF THE ESTATE OF ROBERT M. MUMMA, LISA M. MORGAN, and BARBARA MCK. MUMMA, THE RESIDUARY TRUST UNDER THE WILL OF ROBERT M. MOMMA, and THE TRUSTEES OF THE RESIDUARY TRUST UNDER THE WILL OF ROBERT M. MOMMA, LISA M. MORGAN and BARBARA MCK. MOMMA APPEAL OF: ROBERT M. MOMMA, II Appellant IN THE SUPERIOR COURT OF PENNSYLVANIA No. 461 MDA 2007 Appeal from the Order entered on February 16, 2007 in the Court of Common Pleas of Cumberland County, Civil Division, No. 04-6183 BEFORE: STEVENS, MUSMANNO and TAMILIA, ]J. MEMORANDUM: FILED: October 31, 2008 Robert M. Mumma, II ("Mumma II") appeals from the trial court's Order entering summary judgment against Mumma II and High-Spec, Inc. ("High-Spec") and in favor of the Estate of Robert M. Mumma (the deceased is hereinafter referred to as "Mumma I"), Lisa M. Morgan and Barbara McK. Mumma, in their capacities as the executrixes of the Estate of Mumma I and EXHIBIT "E" ]. A19010/08 as trustees of the residuary trust under the Will of Mumma I (collectively, "the Estate"). We affirm. The trial court's Opinion aptly summarized the history underlying the instant appeal, which we adopt as though fully restated herein. See Trial Court Opinion, 12/7/06, at 2-5. On December 7, 2006, the trial court granted the Estate's Motion for summary judgment against Mumma II and High-Spec. Thereafter, Mumma II filed the instant timely appeal. Mumma II presents the following claims for our review: [1.] Whether the [trial court] erred by concluding that the claims brought by [Mumma II and High-Spec] are time-barred? [2.] [Whether] the [trial court] erred by ruling that the Circuit Court of the Nineteenth Judicial Circuit for Martin County, Florida ("Florida Court") had jurisdiction to enter judgment against [Mumma II]? [3.] Whether the [trial court] erred by ruling that the Florida judgment precluded [Mumma II's] claims? Brief for Appellant at 5. Mumma II first claims that the trial court erred when it ruled that his cause of action, which sought to enforce an alleged Share Restrictive Agreement ("Agreement"), is barred by the four-year statute of limitations set forth at 42 Pa.C.S.A. § 5525. Brief for Appellant at 26. According to Mumma II, "the [trial court] did not distinguish between [Mumma II's] claims arising under § 3 of the [Agreement], which were triggered by the Estate's 2002 transfer of [High-Spec] shares, and [Mumma II's] claims -2- J. A19010/08 arising under § 4 of the Agreement, which arose from the death of [Mumma I] in 1986." Id. Mumma II argues that his claims arising under section 3 of the Agreement, which were not addressed by the trial court, are not barred by the statute of limitations. We disagree. Interpretation of a contract poses a question of law. Halpin v. LaSalle Univ., 639 A.2d 37, 39 (Pa. Super. 1994). "In construing a contract, the intention of the parties is paramount and the court will adopt an interpretation which under all circumstances ascribes the most reasonable, probable, and natural conduct of the parties, bearing in mind the objects manifestly to be accomplished." Vil/age Beer 8c Bev. v. Vernon D. Cox & Co., 475 A.2d 117, 121 (Pa. Super. 1984). If the language appearing in the written agreement is clear and unambiguous, the parties' intent must be discerned solely from the plain meaning of the words used. Clearfield Vo% Fire Dept v. BP Oil, Inc., 602 A.2d 877, 879 (Pa. Super. 1992). It is well-settled that clauses in a contract should not be read as independent agreements thrown together without consideration of their combined effects. Brown v. Cooke, 707 A.2d 231, 233 (Pa. Super. 1998) (citation omitted). Terms in one section of the contract, therefore, should never be interpreted in a manner that nullifies other terms in the same agreement. Id. "Furthermore, the specific controls the general when -3- J. A19010/08 interpreting a contract." Trombetta v. Raymond James Financial Services, Inc., 907 A.2d 550, 560 (Pa. Super. 2006) (citation omitted). The Agreement presented by Mumma II provides, in relevant part, as follows: 3. ORDER IN WHICH SHARES MUST BE OFFERED FOR TRANSFER. a. Corporation. In the event that a Shareholder shall desire to transfer all or any of his shares in the Corporation, such shareholder shall first offer said shares for sale in writing by registered or certified mail to the Corporation at a price determined as hereinafter provided. The Corporation shall have the privilege within thirty (30) days from the date of the mailing of said offer to it by said Shareholder to purchase all or any portion of the shares so offered. Acceptance by the Corporation shall be signified in writing sent by registered or certified mail to the offeror, which acceptance shall be accompanied by the down payment as is hereinafter provided in this Agreement. b. Shareholders. If the Corporation fails within the thirty (30) day period to signify its desire to purchase all or any of the shares so offered, the shares not purchased by the Corporation shall then be offered by said Shareholder in writing sent by registered or certified mail to the other Shareholder or Shareholders then of record .... Upon receipt of said registered or certified notice, the Shareholder shall within thirty (30) days thereafter purchase from the Shareholder so offering his shares the proportionate number of shares to which he is entitled and shall make payment thereof to the Shareholder as provided in Section 5(b) of this Agreement. The parties hereto agree that the requirements of this paragraph are mandatory upon the Shareholder and an offer to the Shareholder under this paragraph shall be as to each of said Shareholders a legal and binding obligation. -4- J. A19010/08 c. Right to Sell When Others Fail to Purchase. As the sale to the other Shareholder or Shareholders is mandatory, there shall exist in each Shareholder no right to sell to any other than the Corporation or the Shareholder or Shareholders in accordance with the terms of this Agreement. 4. TRANSFER OF SHARES UPON DEATH OF A SHAREHOLDER. In the event of the death of any Shareholder, it is agreed that all of the shares of the Corporation held by such decedent at the time of his death shall be sold in the same manner as provided in Section 3 of the Agreement in that the personal representative of the decedent shall first offer, within sixty (60) days after his qualification as such personal representative, the shares owned by the decedent to the Corporation and if the Corporation does not purchase such shares as provided in Section 3 of this Agreement, then the personal representative shall thereupon offer such shares pro rata to the other Shareholder or Shareholders of this Corporation who hereby agree individually to purchase such shares in the manner as provided in paragraph 3 hereof. In the event the offer is not made within said sixty (60) day period as herein provided, it shall be deemed ipso facto to be made at the end of said sixty (60) day period and if, within thirty (30) days thereafter, the Corporation does not request delivery of the shares to it for purchase, the Shareholders shall enforce delivery of such shares of the deceased Shareholder pro rata to them, upon compliance of the Shareholders of [sic] the terms and conditions of this Agreement. Agreement, ¶¶ 3, 4. As set forth above, section 3 of the Agreement sets forth the procedure to be followed when a shareholder transfers shares of High-Spec. Section 4 of the Agreement sets forth the procedure to be followed for the transfer of shares upon the death of a shareholder. Because the instant -5- J. A19010/08 case involved the transfer of shares following the death of a shareholder, the specific language of section 4 controls over the general language of section 3. See Trombetta, 907 A.2d at 560. Simply put, section 3 of the Agreement does not apply where, as here, a shareholder has died. Accordingly, Mumma II's claim on appeal, which is based upon section 3 of the Agreement, must fail. Mumma II next claims that the trial court erred when it concluded that the Florida court's judgment barred his cause of action against the Estate. According to Mumma II, the trial court improperly failed to recognize its duty to verify the jurisdiction of the Florida court before affording the Florida judgment full faith and credit. Brief for Appellant at 32. Mumma II further argues that the trial court was required to provide them with an opportunity to challenge the Florida court's jurisdiction on grounds not previously litigated on the merits. Id. However, upon review, we need not address this claim. As set forth above, we conclude that section 4 of the purported Agreement would apply to the transfer of Mumma I's shares of High-Spec upon his death. The trial court, applying section 4 of the Agreement, concluded that the cause of action to enforce the Agreement, asserted by Mumma II and High-Spec, is time-barred: Under the express terms of the [Agreement], Mumma II was required to "enforce delivery" of the shares to himself within 90 days after his [Mumma I's] estate was opened,[fnl] The instant action was commenced more -6- J. A19010/08 than 18 years after his father's death and at least 15 years after the cause of action accrued.[fnz~ It is clearly time barred. -7- J. A19010/08 [f"i] See paragraph 4 [of the Agreement]. [r"z] The record is not clear as to when the estate was open[ed]. However, we do know that the Florida action was commenced by the estate in 1989. Trial Court Opinion, 12/7/06, at 6 (footnotes in original). We agree with and adopt the trial court's reasoning. Any challenge to the jurisdiction of the Florida court in the dissolution proceedings, even if meritorious, would not alter our conclusion that Mumma II failed to file his claims within the four- year statute of limitations set forth at 42 Pa.C.S.A. § 5525. Mumma II next argues that the trial court erred in ruling that the Florida judgment precluded the claims of Mumma II and High-Spec. Mumma II asserts that "[e]ven assuming, arguendo, that the Florida Court had jurisdiction to enter the Florida Judgment, the Florida Judgment does not preclude [Mumma II] from asserting the claims at issue in this case." Brief for Appellant at 43. Basically, Mumma II asserts that his claims are not barred by the doctrines of res judicata, estoppel by judgment, or "judicial waiver." Id. at 44. As set forth above, this Court agrees with the trial court's conclusion that the claims of Mumma II and High-Spec are barred by the four-year statute of limitations applicable to contract actions, 42 Pa.C.S.A. § 5525. Mumma II's challenge regarding the force and effect of the Florida -8- 1 J. A19010/08 judgment, even if meritorious, would not alter our conclusion that Mumma II failed to file his cause of action within the four-year statute of limitations. Because the trial court properly determined that Mumma II's claims are time-barred, we affirm the Order of the trial court. Order affirmed. Judgment Entered: c e uty Prothonotary October 31, 2008 Date: -9- EXIBIT F BARBARA McK. MUMMA and LISA MUMMA: IN THE COURT OF COMMON PLEAS OF MORGAN, as Co-Executrixes of the CUMBERLAND COUNTY, PENNSYLVANIA Estate of ROBERT M. MUMMA, deceased, and as Co-Trustees of the Residuary Trust under the No. 06-2197 CI'JIL TERM Last Will of Robert M. Mumma, deceased, and HIGH SPEC, INC., a dissolved Florida corporation, Plaintiffs VS ROBERT M. MUMMA, II, and HIGH- SPEC, INC., a dissolved Florida corporation, Defendants ORDER OE COURT AND NOW, this 16th day of February, 2007, after having reviewed the briefs filed by the parties in support of their respective positions and having heard argument thereon, the petition of Robert M. Mummay.~f;^~ strike/open judgment is denied. By t,~f~ Court, wara ~. vuiao, ~. ~Ivo V. Otto, III, Esquire George B. Faller, Jr, Esquire For the Plaintiffs ~ric J. Wiener, Esquire For Defendants :mlc 1 EXHIBIT "~"~ EXHIBIT G . M • . ]. A19011/08 NON-PRECEDENTIAL DECISION -SEE SUPERIOR COURT I.O.P. 65.37 BARBARA McK. MUMMA and LISA MUMMA MORGAN, as Co-Executrixes of the Estate of Robert M. Mumma, deceased, and as Co-Trustees of the Residuary Trust Under the Last Will of Robert M. Mumma, deceased, and HIGH-SPEC, INC., a Florida Corporation, IN THE SUPERIOR COURT OF PENNSYLVANIA v. ROBERT M. MUMMA, II, and HIGH-SPEC, INC., Appellants No. 462 MDA 2007 Appeal from the Order entered on February 16, 2007 in the Court of Common Pleas of Cumberland County, Civil Division, No. 06-2197 BEFORE: STEVENS, MUSMANNO and TAMILIA, J]. MEMORANDUM: FILED: October 30, 2008 Robert M. Mumma, II ("Mumma II"), and High-Spec, Inc. ("High- Spec") (collectively, "Appellants"), appeal from the trial court's Order denying Appellants' Motion to open/strike the judgment entered against it and in favor of Barbara McK. Mumma and Lisa Mumma Morgan, in their capacities as the executrixes of the Estate of Robert M. Mumma (the deceased, hereinafter referred to as "Mumma I"), and as trustees of the residuary trust under the Will of Mumma I (collectively, "the Estate"). The judgment, rendered by a Florida court and transferred to Pennsylvania, was EXHIBIT "G" ]. A19011/08 entered by the Court of Common Pleas of Cumberland County at No. 06- 2197. We affirm. In 1985, Mumma I and Mumma II formed High-Spec, a Florida corporation. High-Spec was a closely held corporation wherein Mumma I and Mumma II each owned 50% of its stock. Upon Mumma I's death, the Estate filed a Complaint against Mumma II asserting, inter alia, that Mumma II improperly had conveyed real property owned by High-Spec to himself for no consideration. In 1993, the Florida trial court entered a partial final judgment against Mumma II for $450.,000, plus pre-judgment interest from the date of the transaction. The Florida court further dissolved the corporation, allocated High-Spec's assets and liabilities among various parties and ordered that an accounting of the corporation be prepared. Soon thereafter, the trial court suspended the final judgment and the accrual of interest on that judgment pending the accounting, which was to occur within sixty days. The trial court also reallocated the debts and liabilities of High-Spec. More than four years later, during which time no final accounting occurred, a successor judge sua sponte ordered the case "closed." On appeal, the Florida appellate court reversed the Florida trial court's order and remanded the matter to the trial court to oversee a final accounting and the winding up of High-Spec. Mumma v. Mumma, 734 So. 2d 571, 572 (Fla. 4th DCA 1999). On remand, Mumma II's counsel raised, for the first time, the existence of the Share Restrictive Agreement -2- • t ~• J. A19011/08 ("Agreement") at issue in the instant proceedings. The trial judge refused to consider the effect of the Agreement because Mumma II had not raised it during the 1993 trial. On March 15, 2000, the Florida trial court entered a final judgment that basically adopted its 1993 findings and judgment. The Florida trial court made a final accounting of the corporation, denied the imposition of interest from the 1993 judgment, and denied the Estate's claim for attorney's fees. Once again, the parties appealed the Florida trial court's order. On appeal, the Florida appellate court found no error in the final accounting, but reversed and remanded for the assessment of interest on the award of damages to the Estate of Mumma I against Mumma II, and the assessment of counsel fees. The Florida appellate court further modified the portion of the trial court's order that had suspended interest after the 1993 judgment. Mumma v. Mumma, 780 So. 2d 1001 (Fla. 4th DCA 2001). Upon remand, Mumma II filed a motion to dismiss or for a new trial. Mumma II asserted, as newly discovered evidence, the existence of the Agreement. The trial court denied the motion and both parties appealed. On appeal, Mumma II failed to raise the existence of the Agreement. The Florida appellate court determined that the trial court had erred in its calculation of interest and therefore, it again remanded the matter to the trial court for a re-calculation of interest. Mumma v. Mumma, 966 So. 2d 514, 515 (Fla. 4th DCA 2007). -3- > ', J. A19011/08 On April 19, 2006, the Estate filed a Praecipe to transfer the Florida judgment to Pennsylvania. The Praecipe attached the Amended Final Judgment Following Appellate Review, which was entered by the Florida trial court on February 17, 2006. On October 26, 2006, Appellants filed a Petition to strike/open the foreign judgment or, in the alternative, to stay execution pending a decision in Mumma II v. Estate of Mumma, No. 04- 6183. The Estate filed an Answer. In an Order dated February 16, 2007, the trial court denied Appellants' Petition to strike/open the judgment. Thereafter, Appellants filed the instant appeal. Appellants present the following claims for our review: 1. Whether the [trial court] erred by denying [Appellants'] [P]etition to open a Florida judgment so that a hearing could be held to determine, for the first time, whether the Florida court had subject matter jurisdiction to enter that judgment? 2. Whether the [trial court] erred by denying [Appellants'] Petition to Strike the Florida Judgment because under 20 Pa.C.S.A. § 711[,] a Florida court could not exercise jurisdiction to determine the ownership of stock registered in the name of [Mumma I], a Pennsylvania domiciliary, at the time of his death? Brief for Appellants at 4. Pennsylvania Rule of Appellate Procedure 311(a)(1) provides that "[a]n appeal may be taken as of right ... [from] ... [a]n order refusing to open, vacate or strike off a judgment." Pa.R.A.P. 311(a)(1). Accordingly, the appeal is properly before this Court for disposition. -4- . * '. J. A19011/08 In their first claim of error, Appellants assert that the trial court erred by denying their Petition to open the Florida judgment. Brief for Appellants at 20. Appellants claim that they have "alleged facts, in a verified petition, that if proven would demonstrate that the Florida Court lacked jurisdiction because the Estate lacked standing." Id. at 24. Appellants base their argument upon the Agreement, which, they assert, required the Estate to sell Mumma I's shares of High-Spec back to the company or to Mumma II. Id. at 25. A foreign judgment entered without jurisdiction is a nullity and therefore void. Commonwealth Capital Funding, Inc. v. Franklin Square Hosp., 620 A.2d 1154, 1156 (Pa. Super. 1993). Such a judgment cannot be "opened" because to do so would be to permit the trial court to proceed further in an action where jurisdiction had not been obtained. Id. Accordingly, Appellants' claim that the Florida court lacked jurisdiction to enter the underlying judgment provides no basis upon which to open the judgment. Accordingly, Appellants are not entitled to relief on this claim. In their second claim of error, Appellants contend that the trial court erred by denying their Petition to strike the foreign judgment. Appellants assert that under 20 Pa.C.S.A. § 711, a Florida court could not exercise jurisdiction to determine the ownership of the stock registered to Mumma I at the time of his death. Brief for Appellants at 38. According to Appellants, section 711 confers exclusive jurisdiction over certain estate-related -5- . 4 J. A19011/08 matters, including questions regarding the ownership of Mumma I's stock at the time of his death, to the Pennsylvania Orphans' Court. Id. at 38-39. Appellants assert that because the Pennsylvania Orphans' Court had exclusive jurisdiction, the Florida court lacked jurisdiction to enter a judgment regarding that stock against Mumma II. Id. This Court has set forth the applicable standard of review as follows: Our standard of review from the denial of a petition to strike a judgment is limited to whether the trial court manifestly abused its discretion or committed an error of law. Crum v. F.L. Shaffer Co., 693 A.2d 984 (Pa. Super. 1997). The full faith and credit clause of the United States Constitution requires state courts to recognize and enforce the judgments of sister states. U.S. Const. Art. 4, § 1. "In order for our courts to recognize [a] judgment as valid and enforceable, the sister state must have had proper jurisdiction over the defendant and afforded him or her due process of law." Gersenson v. PA Life and Health Ins. Guar. Assn, 1999 PA Super 69, 729 A.2d 1191, 1195 (Pa. Super. 1999), appeal denied, 562 Pa. 671, 753 A.2d 818 (2000) (quoting Commonwealth Capital Funding, Inc. v. Franklin Square Hospita/, 423 Pa. Super. 149, 620 A.2d 1154, 1156 (Pa. Super. 1993)). Southern Medical Supply Co, v. Myers, 804 A.2d 1252, 1256 (Pa. Super. 2002). The Full Faith and Credit Clause of the United States Constitution does not require recognition of a judgment of a sister state that was rendered without proper jurisdiction. U.S. Const. Art. IV, Sec. 1; Gersenson, 729 A.2d at 1195. Appellants claim that the Florida court did not possess jurisdiction to resolve the dispute over the shares of High-Spec owned by Mumma I. In its -6- ,~, J. A19011/08 Opinion, the trial court addressed Appellants' claim and stated, in relevant part, as follows: [Appellants] contend[] that the exclusive jurisdiction to determine the ownership of [Mumma I's] stock in [High- Spec] is vested in the Court of Common Pleas of Cumberland County[,] Pennsylvania. Therefore, the Florida Court[] had no jurisdiction to enter final judgment in the case before it. [Appellants'] position was based upon language in several cases decided by the Pennsylvania Supreme Court. For example, "if stock is registered in a decedent's name, the Orphans' Court is given exclusive jurisdiction to determine the title to such stock." In re: Estate of Donsavage, 420 Pa. 587, 597, 218 A.2d 112, 117 (1966). However, the cases relied upon by [Appellants] are based upon Section 711 of the Pennsylvania Probate, Estates and Fiduciary Code (20 Pa.C.S.A. § 711(17)). The statute and cases relied upon by [Appellants] merely provide that if a court of this Commonwealth is called upon to determine title to the personal property of a decedent, it shall be done exclusively by the Orphans' Court division of the Court of Common Pleas with jurisdiction over the matter. Nothing in the statute, or the cases decided under it, would operate to nullify the jurisdiction of the Florida Court in this case. Trial Court Opinion, 5/18/07, at 2-3. We agree with and adopt the trial court's reasoning. Because Appellants' challenge to the jurisdiction of the Florida court lacks merit, we affirm the Order of the trial court. Order affirmed. Tamilia, J., concurs in the result. Judgment Entered: ~ ~ e uty Prothonotary October 30, 2008 Date: -7- s ~ F:\FILES\CGents\Mumma 5844.1 (estate) 8747 (Kim)~5844. LMwnma Estate\5844-1.398.certservice CERTIFICATE OF SERVICE I, Tricia D. Eckenroad, an authorized agent of Martson Law Offices, hereby certify that a copy of the foregoing Second Motion in Limine of Barbara Mck. Mumma and Lisa M. Morgan to Exclude Argument and Evidence as to Matters Previously Adjudicate was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Mr. Robert M. Mumma, II Box F Grantham, PA 17027 Mr. Robert M. Mumma, II 6880 S.E. Harbor Circle Stuart, FL 34996-1968 Mr. Robert M. Mumma, II 840 Market Street, Suite 164 Lemoyne, PA 17043 Ralph A. Jacobs, Esquire JACOBS & SINGER, LLC 1515 Market Street, Suite 705 Philadelphia, PA 19102 (Attorney for Barbara Mann Mumma) Brady L. Green, Esquire MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (Attorney for Estate and Executrixes) Joseph D. Buckley, Esquire 1237 Holly Pike Carlisle, PA 17013 (Court Appointed Auditor) Ms. Linda M. Mumma 212 North Duke Street Durham, NC 27701 MARTSON LAW OFFICES By /1 ' is . Eckenroad - 10 East High Street Carlisle, PA 17013 Dated: April 17, 2009 (717) 243-3341