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请将下列材料翻译成汉语:
CONDITIONS

 

A. EXPRESS CONDITIONS

IN RE CARTER’S CLAIM

Supreme Court of Pennsylvania, 1957.

390 Pa. 365, 134 A.2d 908.

 

Before CHARLES ALVIN JONES, C. J., and BELL, CHIDSEY, MUSMANNO, ARNOLD, BENJAMIN R. JONES and COHEN, JJ.

BENJAMIN R. JONES, Justice.

This is an appeal from a judgment entered upon an arbitrator’s award in a proceeding under the Act of 1927.

In June 1954 the Edwin J. Schoettle Co., a Pennsylvania corporation, and its six subsidiaries were available for purchase. Lester L. Kardon, interested in purchasing the company and five of its subsidiaries, opened negotiations for that purpose. The negotiations extended from June 24, 1954 to September 17, 1954, on which latter date the parties entered into a written agreement under the terms of which Kardon (hereinafter called the buyer) purchased all the issued and outstanding capital stock of Schoettle Co. and all its subsidiaries (hereinafter called sellers). The total purchase price set forth in the agreement of sale (excluding certain real estate) was 2,100,000 of which amount 187,863.60 was set aside under paragraph 11 of the agreement to be held by the provident Trust Company of Philadelphia as escrow agent to indemnify the buyer against “the liabilities of sellers by reason of any and all provisions of this agreement.”

The present litigation arises form the fact that the buyer has presented a claim against the escrow fund for 69,998.42 as a “liability” of the seller under the agreement. Payment of this claim having been disputed by the sellers, both parties, under the provisions of the agreement, submitted to arbitration and Judge Gerald F. Flood was selected as arbitrator. On October 26, 1956 Judge Flood, as arbitrator, and, after hearing, awarded to the buyer 3,182.88.[1] Buyer’s motion to correct the arbitrator’s award was dismissed by the Code of common Pleas No. 6 of Philadelphia County and judgment was entered in the amount of 3,182.88 in conformity with the arbitrator’s award. From that judgment this appeal ensued.



[1] The buyer’s claim is based largely on the proposition that sellers had warranted the company’s net worth. The amount allowed by the arbitrator 3,182.88 represented an error in computing state taxes, additional taxes and water rent. This amount is undisputed as a proper claim against the fund.


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Institute of Roman Law, Law School, Xiamen University