Kagel

FINDINGS OF FACT AND CONCLUSIONS OF LAW PURSUANT TO F.R.CIY.P. RULE 52(a).

INTRODUCTION

This is an action by Trustees in Bankruptcy for San Francisco and Oakland Helicopter Airlines (hereinafter “SFO”) against First Commonwealth Company, Inc. (hereinafter “First Commonwealth”) and its principal officers and stockholders, Donald D. Smith, William G. Kim-ball, and Paul C. Knauff. Jurisdiction is conferred by § 2(a)(7) of the Bankruptcy Act. ( 11 U.S.C. § 11 (a)(7). Plaintiffs allege that a series of letters and discussions during April 1970 resulted in a contract by which First Commonwealth agreed to purchase from SFO all the issued and outstanding capital stock of Larkin Speciality Manufacturing Company, Inc. (hereinafter “Larkin”). Plaintiffs also claim that defendants breached this contract, that First Commonwealth is the mere “alter ego” of the individual defendants and the individual defendants should, therefore, be held personally liable for damages suffered by SFO, and that defendant Donald D. Smith fraudulently misrepresented the financial status of First Commonwealth to a credit reporting agency in order to induce SFO to enter into the contract.

CONTRACT…