In the Matter of a Mail Dispute Between:

 EDWARD C. SPATZ
 and
 JOHN S. STEINER / CHARLES O. GRIGSBY, JR.  

 P.S. Docket No. MD-48

 04/12/89

 Thompson, Joan B., Administrative Judge

 APPEARANCE FOR EDWARD C. SPATZ:
 Edward C. Spatz, pro se,
 4949 West Pine, #4C,
 St. Louis, MO 63108-1465 

 APPEARANCE FOR JOHN S. STEINER and CHARLES O. GRIGSBY, JR.:
 John S. Steiner, Esq.,
 Mann, Poger, Wittner & Hereford,
 P.C., 7711 Carondelet Avenue, Suite 400,
 St. Louis, MO 63105-3313

This mail dispute has been transmitted to this office for resolution pursuant to Domestic Mail Manual (DMM) § 153.72 and 39 C.F.R. Part 965. The dispute concerns the delivery of mail addressed to Lorraine Protective Coatings at 1200 S. Spring, St. Louis, MO 63110-2524. The findings are based on documents attached to the transmittal memorandum from the Office of Field Legal Services, Central Regional Office, and on the submittals filed by the disputants.

1. In March 1988 a company was organized in Hamilton, Illinois, under the name Lorraine Protective Coatings. The organizers agreed to incorporate and that the following persons would hold the offices indicated: Edward C. Spatz (president), Charles O. Grigsby, Jr. (vice president and technical director), Beverly Summers (secretary), and Lorraine Grigsby (treasurer). Those officers also became the four directors of the company.

2. The record contains only two pages of Articles of Incorporation for Lorraine Protective Coatings, Inc., in the State of Illinois. Those two pages identify Charles O. Grigsby, Jr., and Lorraine Grigsby as the incorporators in May 1988.

3. Charles O. Grigsby, Jr., recognized Mr. Spatz as president of the corporation in an application by Lorraine Protective Coatings, Inc., an Illinois corporation, to transact business as a foreign corporation in the State of Missouri. The application was signed by Mr. Grigsby, as vice president, and by Beverly A. Summers as secretary on August 12, 1988. The application listed 163 River Rd., Hamilton, IL 62341, as the principal place of business or corporate headquarters, and 1200 S. Spring, P.O. Box 78023, St. Louis, MO 63178, as the address of its proposed registered office in the State of Missouri with Mr. Spatz as the proposed registered agent. A certificate of authority was issued by the State of Missouri on September 12, 1988.

4. Mr. Spatz had personally obtained P.O. Box 78023 in the name of the company as a permanent mailing address. The company used 1200 S. Spring, St. Louis, MO 63110-2524, as the warehouse and temporary place of business. Mr. Spatz and Ms. Summers subsequently agreed that Mr. and Mrs. Grigsby could move the warehouse to a different site, but the sales office was to be at 4949 West Pine, #4C, St. Louis, MO 63108-1465, the residential address of Mr. Spatz and Ms. Summers.

5. Disagreements by Mr. Spatz and Ms. Summers with Mr. and Mrs. Grigsby arose concerning the removal of property from the S. Spring address and concerning other company matters. In November 1988 the Station Manager of the Chouteau Station Post Office, St. Louis, MO 63110-9998, received conflicting requests for forwarding mail addressed to Lorraine Protective Coatings from the S. Spring address and has held the disputed mail. For several months unsuccessful attempts were made to resolve the dispute with the disputants before the matter was forwarded to this office for resolution. Mr. Spatz states that he receives mail addressed to Lorraine Protective Coatings at his West Pine address and mail addressed to the company with the S. Spring address and P. O. Box 78023 with the 63178 zip code. Apparently, only mail addressed to the company at the S. Spring address with the 63110 zip code has been held.

6. In the meantime, without the knowledge of Mr. Spatz and Ms. Summers, Mr. and Mrs. Grigsby and other members of their family attempted to change the corporate organization. This is reflected in a certificate to change the registered agent for Lorraine Protective Coatings, Inc., in the State of Missouri from Mr. Spatz to John S. Steiner. The certificate was filed initially with the State on December 7, 1988, and was signed by Charles O. Grigsby, Jr., as president or vice president, and by Lorraine K. Grigsby, as secretary or assistant secretary, on December 5, 1988.

7. On December 30, 1988, an annual registration report for 1988 filed with the State of Missouri for Lorraine Protective Coatings, Inc., identified the following as the officers of the corporation: Charles O. Grigsby, Jr. (president), Jeanne Grigsby (vice president), Lorraine Grigsby (secretary and treasurer). Those individuals were listed as directors together with William Grigsby and Charles Grigsby, III, as chairman. Charles O. Grigsby, Jr., in a statement notarized by Mr. Steiner, certified that Charles O. Grigsby, Jr., was the president of the corporation and that the statements were true.

8. In January and March 1989, Mr. Spatz and Ms. Summers sent letters to the Office of the Secretary of State, State of Missouri, which asserted that Mr. Spatz and Ms. Summers were president and secretary of Lorraine Protective Coatings, Inc., and were on the Board of Directors. They also asserted that any changes made in the corporation were not made pursuant to duly-called meetings of the Board of Directors nor with their knowledge or approval. They sought cancellation of the certificate changing the resident agent and other appropriate action.

9. There is no record of any action taken by the State of Missouri regarding those letters. Disputants Grigsby and Steiner have not filed a response to Mr. Spatz's submittal, nor have they denied allegations asserted by Mr. Spatz.

1. The determination in this proceeding is only for the purpose of discharging the Postal Service's delivery of mail responsibilities in the absence of an agreement of the parties or a court order. See DMM § 153.71 - 153.73. Such a determination is not dispositive on the question of ownership of the mail.

2. DMM § 153.51 provides that "Mail addressed to corporations is delivered as addressed or to an authorized agent. Where disagreement arises among corporate officers and others connected with the company, the mail is delivered in accordance with the order of the president of the corporation."

3. In the absence of a court order or agreement by the parties, for the purpose of resolving this mail dispute disputant Spatz is recognized as president of Lorraine Protective Coatings, Inc. This conclusion is based on disputant Grigsby's certification to the State of Missouri in August 1988 that Mr. Spatz was president, and unchallenged assertions of Mr. Spatz and Ms. Summers that they remain officers and directors of Lorraine Protective Coatings and that no valid Board of Directors' meeting was held changing their status. Therefore, the certificate for changing the registered agent and the annual report filed with the State of Missouri showing disputant Grigsby as the president are not accepted in this proceeding as showing a valid change in the officers of Lorraine Protective Coatings.

4. Accordingly, a mail delivery instruction should be issued directing that the disputed mail addressed to Lorraine Protective Coatings at 1200 S. Spring at St. Louis, MO 63110-2524, be sent to 4949 West Pine, #4C, St. Louis, MO 63108-1465, unless otherwise directed by Mr. Spatz.