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HomeMy WebLinkAbout09-22-11 (2)IN RE ESTATE OF ROBERT M. MUMMA n~l~P9CP/ll IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION ~ ; ; A No. 21-86-398 `'=' °'~ ~ ~A . ~,l ,_t~ _- ; -„ - -- RESPONSE TO PETITION TO AUTHORIZE DISTRIBUTION5~ ~ ~_, ~,:3 ~> . _ ORDER OF COURT AND NOW, this 22°d day of September, 2011, Robert M. Mumma II (Mumma) files the following objections to the petition of Lisa Morgan (Morgan) to authorize distributions, and why the relief requested should not be granted. D-E Distribution (D-E) is a Pennsylvania Corporation (see Exhibit A). D-E is not a party to any proceedings in front of the Cumberland County Orphans Court. Corporate matters are governed by the Pennsylvania BCL Title 15. Morgan is requesting that she be able to declare a dividend of D-E assets, in the form of cash.' Morgan should call a meeting of the shareholders of the corporation for the purpose of electing a full board of directors. The elected directors can then meet and discuss the "~'l ~..= ~~ -, corporations financial goals, present condition and determine if there is a beneficial reason for D- E to declare a dividend. The Directors decision will be based on their fiduciary duties to D-E and its shareholders. ~ Dividends are to be determined by the requirements of the by-laws of the corporation. Despite numerous requests over several months Morgan has refused to provide the By-laws to the D-E shareholders. Morgan refuses to call a shareholders meeting to discuss the company's status, elect directors and officers. Morgan refuses to provide any information regarding the liquidity and cash requirements of the corporation. This issue is not an issue for the Orphans Court. Morgan's requested authorization is for her personal benefit, not that of the Trust, and certainly she has not shown any benefit that D-E will derive by reducing its value via a dividend.Z It must also be noted that the ownership of the D-E shares is disputed. The shares claimed by the Morgan controlled trust were originally issued to the estate of Walter M. Mumma pursuant to an August 8, 1961 Dauphin County Court order. Assets from Walter's estate were to be divided into separate equal trusts for the benefit of Walter's four grandchildren. Through a series of illegal transfers the shares are now held by the Estate of Barbara McKimmie Mumma. This issue is presently being pursued in Federal Court.3 Mumma Realty Associates (MRA) is a fictitious name for a tenancy in common (see Exhibit B) comprised of Robert M. Mumma II, Barbara M. Mumma, Linda Roth, Lisa Morgan, and a trust established by Robert M. Mumma for the benefit of Robert M. Mumma II, Barbara M. Mumma, Linda Roth, and Lisa Morgan. The tenants are owners of real estate primarily located in Dauphin County.4 z If D-E elects to declare a dividend, Morgan will attempt to dividend out cash to the Trust and then have the Trust distribute cash to the beneficiaries. Morgan will also attempt, to have D-E dividend cash to the Estate of Barbara McKimmie Mumma, the beneficiary of this estate is a trust controlled by George Hadley (where Morgan is the sole beneficiary). Morgan will contend that even though the Trust created by Robert M. Mumma terminated on July 17, 2010 she has been unable to distribute the D-E shares held by the trust to the beneficiaries. By continuing to control the shares she is able to continue to reduce the value of D-E by declaring dividends, and enhance the value of the trust Hadley controls for her benefit. ' D-E shares derived from the division of Pennsy Supply Inc, as part of a 1993 sale. The capital of Pennsy Supply Inc. was derived from the Walter M. Mumma estate and is represented by the shares now purported to be held by the Estate of Barbara McKimmie Mumma. Morgan now intends to convert her siblings' interest into her own through the conversion that occurred in her administration of the current trusts. ~ The ownership interests of the tenants were derived from the liquidation of Pennsylvania Supply Company and Kim Company. These companies through their directors and shareholders adopted a plan of liquidation. The plans specitically required that the assets be distributed to the shareholders. Cash held by Mumma Realty Associates was either diverted from the tenants' distributive shares or earned through operations of the real estate, all of which occurred in Dauphin County. Morgan has again sought to ask the Cumberland County Orphans Court to intervene in a Dauphin County matter. Recently discovered evidence confirms that real assets were not distributed according to the plan and the personal assets were not distributed to the shareholders at all. Pennsylvania Supply Company and Kim Company are presently corporations in good standing. Since any order allowing the requested distribution will diminish the viability and value of D-E, D-E is an indispensable party to this action. Morgan contends that there is an agreement that controls the management of the real estate. That agreement also controls the distribution of cash held by MRA to the individual tenants. Any order regarding the distribution of proceeds of income derived from the Dauphin County property should be properly brought in Dauphin County Court. Given the above objections Robert M. Mumma, II contends that these issues are not properly before the Cumberland County Orphans Court and should be dismissed for LACK OF JURISDICTION. Respectfully submitted this 22°d day of September 2011. ~~ CERTIFICATE OF SERVICE I hereby certify that I have served by United States Mail dated September 22, 2011: BARBARA M. MUMMA, LINDA ROTH and LISA MORGAN , Robert M. Mumma, II i Business Entity ~~ ~ I ~I°~ ~s~. ~. -- M ~~ ~ ~111~ •+ 41i ,~ ;~ rti I.o„w ~~~ ' ~ ~~ i k °~ .. ~~,.. 9121/11 10:44 AM Corporations Online Services I Corporations ~ Forms ~ Contact Corporations ~ Business Services Business Entity Filing History Date: 9/21/2011 (Select the link above to view the Business Entity's Filing History) Business Name History Name Name Type D-E DISTRIBUTION Current Name CORPORATION State of Business.: PA Registered Office Address: 1043 MOMMA RD WORMLEYSBURG PA 17043-0 Cumberland Mailing Address: No Address Officers Name: BARBARA MOMMA Title: President Address: P 0 BOX 390 CAMP HILL PA 17001-21 Business Corporation -Domestic -Information Entity Number: 2533696 Status: Active Entity Creation Date: Name: LISA M MORGAN Title: Secretary Address: P 0 BOX 390 CAMP HILL PA 17001-21 Name: BARBARA MOMMA Title: Treasurer Address: P 0 BOX 390 Page 1 of 2 https:/ /www.corporations.state.pa.us/corp/soskb/Corp.asp?1469555 Business Entity r ~; I^ i L, I ~ J~ 9121/ 11 10:44 AM l__.l~i', ~J ' ` CAMP HILL PA 17001-21 Name: LISA M MORGAN Title: Vice President Address: P 0 BOX 390 CAMP HILL PA 17001-21 ~~^ f-' 3rr ~ Copyright ©2002 Pennsylvania Department of State. All Rights Reserved. Commonwealth of PA Privacy Statement https://www.corporations.state.pa.us/corp/soskb/Corp.asp?1469555 Page 2 of 2 Business Entity (`„ r, -~ ;u i.,,,,`~.., '~'~ !. ~ 1 ~ ~ . f -t f 9/21/11 12:43 PM Corporations Online Services I Corporations I Forms I Contact Corporations I Business Services Business Entity Filing History Date: 9/21/2011 (Select the link above to view the Business Entity's Filing History) Business Name History Name Name Type MUMMA REALTY ASSOCIATES Current Name Fictitious Names -Domestic -Information Entity Number: 954683 Status: Active Entity Creation Date: 12/19/1986 State of Business.: PA Principal Place of Business: 1001 PAXTON STREET Harrisburg PA 17105-0 Mailing Address: No Address Owner Information Owner(s) for: MUMMA REALTY ASSOCIATES Owners Name: BARBARA MCK MUMMA ETAL Mailing Address: [Address Not Available] ~.~ ~~~~ t~ +~~e Copyright ©2002 Pennsylvania Department of State. All Rights Reserved. https://www.corporations.state.pa.us/corp/soskb/Corp.asp?706436 Page 1 of 2