HARRISBURG – On July 6, the state Superior Court denied the appeal of the former owners of Coopermatics Inc., a now-defunct Northampton industrial filtration supply company, of a lower court’s judgment that it was liable for unpaid sales representative commissions accrued prior to the company’s sale.

Judges Jack Panella, Anne Lazarus and President Judge Emeritus Correale Stevens unanimously supported an August 2016 trial court verdict finding siblings Cullen McClay Cooper and Linda Cooper-Kuhn, the company’s joint owners, liable for unpaid sales commissions claimed by former Coopermatics sales representative Randal Armstrong. 

The court upheld the trial court verdict that the siblings violated the Pennsylvania Uniform Fraudulent Transfer Act (PUFTA) when they equally divided the proceeds of Coopermatics’ sale in 2010 without satisfying the debt claimed by Armstrong, and were therefore “jointly and severally liable in the amount of $71,119, plus interests and costs.”

In May 2009, Armstrong filed a civil action against Coopermatics in Michigan, alleging unpaid commissions. At the time, Linda Cooper-Kuhn served as the company president and treasurer, Cullen Cooper served as vice-president and secretary, and each owned 50 percent of the company stock. 

In June 2010, Coopermatics sold all of its real estate holdings for $1.2 million to BTIC Properties LP, and all of its other assets for $400,000 to Bethlehem Technik Inc. After paying off all other debts except the one claimed by Armstrong, Cooper and Cooper-Kuhn divided the remainder between themselves, each receiving $518,000.

In February 2011, the circuit court in Wayne, Michigan, found Coopermatics liable for Armstrong’s $71,119 claim. This judgment was transferred to Pennsylvania in July 2011. In February 2014, after receiving no payment, Armstrong filed a writ of summons and a complaint in April 2014, alleging Cooper and Cooper-Kuhn’s sale of the company to BTIC without first satisfying his claims violated the PUFTA.

Although BTIC was dismissed from the March 2016 trial, Cooper and Cooper-Kuhn were found liable by the trial court, citing that the defendants had violated the PUFTA and “breached their fiduciary duty to [Armstrong] by transferring all but $20,786.59 of Coopermatics’ assets to themselves while knowing [Armstrong] had a claim pending against it in the Michigan court.”

Cooper and Cooper-Kuhn filed an appeal in August 2016, alleging a number of legal errors, including: that Reynolds’ initial claims were not asserted before the trial court, the case should be time-barred by the statute of limitations, and the court ignored Coopermatics’ corporate identity in its judgment.

On July 6, the appeals court ruled in favor of Armstrong and denied all errors alleged by Cooper and Cooper-Kuhn.

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