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Weis-Buy Services, Inc. v. Paglia

June 14, 2005

WEIS-BUY SERVICES, INC.; BRIGOTTA'S PRODUCE & GARDEN CENTER
v.
RALPH PAGLIA, JR., IN HIS INDIVIDUAL CAPACITY; AUGUST J. SCOLIO, JR., IN HIS INDIVIDUAL CAPACITY AUGUST J. SCOLIO, JR., IN HIS OFFICIAL CAPACITY APPELLANT



On Appeal from the United States District Court for the Western District of Pennsylvania (Civil No. 00-cv-0121) District Judge: Honorable Maurice B. Cohill, Jr.

The opinion of the court was delivered by: Van Antwerpen, Circuit Judge

PRECEDENTIAL

Argued May 3, 2005

BEFORE: McKEE, VAN ANTWERPEN, and WEIS, Circuit Judges

OPINION OF THE COURT

In 1997 and 1998, Appellees Weis-Buy Services, Inc. ("Weis-Buy") and Brigiotta's Produce & Garden Center ("Brigiotta's") (collectively "Sellers" or "Appellees") each sold several shipments of fruit to Appellant United Fruit & Produce Company ("United Fruit"), but never received payment. *fn1 United Fruit filed for bankruptcy on December 9, 1997. On December 29, 1999, the Bankruptcy court authorized a partial distribution of United Fruit's assets to the Sellers. Seeking recoupment of the balance of the money owed to them by United Fruit, Sellers then filed suit on April 26, 2000, against August J. Scolio, Jr., an officer and shareholder of United Fruit, alleging that he had breached his fiduciary duty under the Perishable Agricultural Commodities Act of 1930, as amended, 7 U.S.C. §§ 499a-499s ("PACA").

I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

United Fruit was started by Scolio's father in 1914. Scolio became involved with the company in 1949 and was a partner by 1960. In 1965, Scolio's father died and Scolio became the sole proprietor of the business until 1986, when he sold United Fruit to John Tarantino, Irvin Rovner, and Larry Altman. In 1988, the owners brought in Ralph Paglia to manage the company. Scolio remained an employee of United Fruit, and was responsible for paying bills and calculating the employees' pay.

In 1994, Tarantino and Altman sold their shares, leaving ownership of United Fruit in the hands of Paglia (50%), Rover (25%), and Scolio (25%). According to Scolio, he purchased shares for the benefit of Paglia who could not afford to buy all the shares that he wanted. Although Scolio claims that he eventually intended to sell his interest to Paglia, he never did so, and thus Scolio remained a shareholder at the time of United Fruit's bankruptcy.

Not only was Scolio a shareholder and employee of United Fruit, but company policy required his and Paglia's signature for disbursement of United Fruit checks. To assist him in this endeavor, Scolio had a signature stamp created to use when issuing United Fruit's checks.

In June 1997, Paglia asked Scolio to retire, but encouraged him to remain active in the directorship of the company. Scolio ceased working for United Fruit, but retained his stake in the company, his position as officer, and his title as vice-president. Scolio also remained a signatory on United Fruit's bank accounts and United Fruit continued to use Scolio's signature stamp after his retirement. Furthermore, Scolio acted as a guarantor on transactions between United Fruit and Dollar Bank Leasing and possibly First Western Bank.

Soon after Scolio retired, United Fruit began doing business with Weis-Buy and Brigiotta's. From July 9, 1997 through September 23, 1997, Weis-Buy sent five shipments of produce to United Fruit, with payment on each shipment due within ten days. October 3, 1997 was the latest date on which payment was due for any of the Weis-Buy invoices. Brigiotta's provided produce in numerous shipments to United Fruit from August 23, 1997 through February 22, 1998. Again, payments were due within ten days of the date of each invoice, and March 4, 1998 was the latest date on which payment was due on any of the Brigiotta's invoices. Neither Seller received any payment for the produce it provided.

United Fruit filed for bankruptcy under Chapter 11 of the Bankruptcy Code on December 9, 1997. The company ceased operations in March 1998. Sellers' claims were determined to be qualified valid PACA claims by the Bankruptcy Court and each received a partial distribution from United Fruit's remaining assets.

Seeking the rest of the money owed to them, Sellers filed suit against Scolio in the United States District Court for the Western District of Pennsylvania on April 26, 2000. In their complaint, Sellers alleged that Scolio breached his fiduciary duty owed to them under PACA. A bench trial was held on March 19, 2003, and the District Court found Scolio liable and ordered judgment in favor of the Sellers. The District Court also awarded interest and attorneys' fees. Scolio timely appealed.

II. JURISDICTION AND STANDARD OF REVIEW

The District Court had jurisdiction over this matter pursuant to 7 U.S.C. § 499e(c)(5)(i) *fn2 and 28 U.S.C. § 1367. We have jurisdiction over the final decision of the District Court pursuant to 28 U.S.C. § 1291.

We exercise plenary review of the District Court's refusal to dismiss the case on statute of limitations grounds. Lake v. Arnold, 232 F.3d 360, 365 (3d Cir. 2000). We review the award of attorneys' fees and interest for abuse of discretion. In re Rite Aid Corp. Securities Litig., 396 F.3d 294, 299 (3d Cir. ...


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