In the Matter of a Mail Dispute Between: CARL G. RICE and MARILYN BRAY P.S. Docket No. MD-34 11/09/88 Mason, Randolph D.; Administrative Law Judge APPEARANCE FOR DISPUTANT RICE: Carl G. Rice, pro se, P.O. Box 75501, St. Paul, MN 55175-0501 APPEARANCE FOR DISPUTANT BRAY: Terry D. Wieczorek, Esq., Erickson & Helsper, P.C., P.O. Box 198, Brookings, SD 57006-0198
This mail dispute proceeding was docketed under Domestic Mail Manual § 153.72, which requires Regional Counsel to forward certain unresolved mail disputes to this Department for decision. Both disputants filed written submittals under 39 C.F.R. § 965.5 and comments under § 965.6. Each disputant claims to be the president of the Gronna Homestead, Inc., and therefore entitled to receive delivery of mail addressed to the corporation. The following findings of fact and conclusions of law are based upon the submittals, comments, and exhibits attached thereto:
1. Gronna Homestead, Inc., ("corporation") is a family farm which was incorporated in South Dakota in 1977 by Carl O. Rice, M. D., and his wife, Lillie Gronna Rice. Disputant Marilyn Bray and Gloria Beckmann are their daughters; Disputant Carl G. Rice is their son.
2. The corporation has been required by law to file both a Domestic Annual Report and an Annual Farm Report each year with the South Dakota Secretary of State. None of the reports filed during the years 1977-87 have stated that Disputant Carl G. Rice is an officer of the corporation. From 1977 to 1983, Lillie Gronna Rice was the president of corporation. In 1984, Mitzie Gronna Rice Bray (Disputant Marilyn Bray) was listed as president. In 1985-86, Gloria Gronna Beckmann was listed as president and Marilyn Bray, vice president. Finally, both reports filed on October 22, 1987 listed Mitzie Gronna Rice Bray (Marilyn Bray) as president.
3. On November 27, 1987, the corporation's board of directors met and re-elected Disputant Marilyn Bray as president (Board minutes).
4. Disputant Rice's connection with the corporation is as follows. He appears to have had no ownership interest prior to 1981. The annual farming report for 1981 stated that he was "General Manager" and "Farm manager & Director (Actively engaged in the farming)". It also stated that Carl O. and Lillie G. Rice had transferred to Disputant Carl G. Rice 19,900 shares of the 200,000 shares outstanding. The 1982 Domestic report stated that "Land is rented to Carl G. Rice and Mark Ufer." There is no indication that Disputant Rice was ever elected president.
5. On February 25, 1988, Disputant Carl G. Rice filed new Domestic and Corporate Farming Annual Reports with the Secretary of State in which he claimed to be the new president of the corporation, replacing Disputant Bray. He also filed a statement that he was also the new registered agent for the corporation. The new annual reports contained the following statement:
" CORRECTED REPORT:
This Annual Report supersedes an earlier report filed with your office in October 1987 which was erroneous and, left uncorrected, would have caused the above corporation to be in violation of the Family Farm Act. Appropriately, that report should be voided herewith."
6. The officers, directors, and shareholders of the corporation have now filed suit against Disputant Rice for interfering in the affairs of the corporation and falsely representing himself as its president.
Section 153.51 of the Domestic Mail Manual provides that where disagreement arises among corporate officers and others connected with a company, mail addressed to the corporation is delivered in accordance with the order of the president of the corporation. In the instant case, Disputant Bray and Disputant Rice both claim to be president.
Disputant Bray has presented the minutes of the corporation's board of directors showing that she is the duly elected president of the corporation. She has also presented the annual reports filed for the last 10 years, which indicate that Disputant Rice has played only a minimal role in the corporation and has never been elected president.
In contrast, Disputant Rice has presented a self-serving "corrected" annual report filed in February 1988 in which he claims to be president. He has not presented any other probative documentation or basis for his claim. It is noted that he allegedly filed the "corrected report" to avoid a "violation of the Family Farm Act." However, Rice has not explained either the nature of the alleged violation or otherwise provided any reasons why he should be considered the corporate president. The mere fact that he filed the new reports with the state does not prove that he is the duly elected president of the corporation.
The evidence presented by Disputant Bray is more persuasive and credible. Accordingly, it is concluded that she is the president of Gronna Homestead, Inc. The attached mail delivery instruction should be issued by the Postmaster.