Appeal of JERRY YOST and DAVID CARON - P.S. Docket No. MD 99-109

In the Matter of a Mail Dispute  	) May 11, 1999
Between     				)
      					)
JERRY YOST    				)
      					)
    and     				)
      					)
DAVID CARON    				) P.S. Docket No. MD 99-109


APPEARANCE FOR DISPUTANT 		Noah Starkey, Esq.
   JERRY YOST:    			P.O. Box 173
      					Manchester, CT  06045-0173

APPEARANCE FOR DISPUTANT 		Thomas Sheridan, Esq.
   DAVID CARON:    			Dwyer, Sheridan & Fitzgerald
     					P.O. Box 537
      					Glastonbury, CT  06033-0537

INITIAL DECISION

This mail dispute has been docketed pursuant to Postal Operations Manual (POM 7, August 1, 1996) §616.21, which requires the Chief Field Counsel to forward certain unresolved mail disputes to the Judicial Officer for resolution. The mail in dispute, which is addressed to Jerry Yost’s Chrysler Motors, LLC, 2 Mashapaug Road, Stafford Springs, CT 06076-4718, and 37 Wales Road, Stafford Springs, CT 06076-3518, is being held by the Stafford Springs Postmaster. Disputant David Caron submitted a sworn statement with accompanying documents, as required by

39 C.F.R. §965.5, in support of his position. Disputant Jerry L.Yost submitted an unsworn statement, with accompanying documents. The following findings of fact are based on the parties’ submissions and the information from the Postal Service that was included in the file referred to the Judicial Officer.

FINDINGS OF FACT

1. Prior to December 26, 1997, Jerry L. Yost and Annette K. Yost owned Jerry Yost’s Chrysler Motors, LLC (Company). On that date, however, they sold 51% of the Company to Disputant David Caron. Thereafter, on October 23, 1998, the parties amended the sales agreement to increase Mr. Caron’s ownership to 75% of the Company. (Yost submission, "Complaint"; Caron submission, Exhibit 4).

2. Article VIII, Section 1, in conjunction with Article VI, Section 1, of the Operating Agreement of the Company, provides that Jerry L. Yost and David Caron are the General Managers and share the authority to make all decisions concerning the business affairs of the Company. However, in the event of a disagreement between the general managers, the majority owner of the Company (David Caron), shall resolve the disagreement. (Caron submission, Operating Agreement).

3. By a unanimous vote of the owners of the Company (including Disputant Yost), in a Resolution adopted on February 25, 1999, Mr. Yost was removed as a person with authority to bind the Company. At the same time, David Caron, or his authorized agent, was designated as the only individual to have the power to carry out the business of the Company. (Caron submission; Postal Service submission).

4. On March 8, 1999, Mr. Yost submitted a change of address order for mail addressed to the Company, seeking to have the mail forwarded to the Wales Road address, and this mail dispute ensued.

5. Mr. Yost remains the "Dealer Principal" of the car dealership under his agreement with Chrysler Corporation (Yost submission).

DECISION

Disputant Yost argues that Disputant Caron used fraud and deceit to gain control of the Company and that he is still recognized by Chrysler Corporation as the "Dealer Principal". Disputant Caron argues that he is the majority owner of the Company and, as such, has the right to direct delivery of the mail.

Mr. Caron is correct. In addition to being the 75% owner of the Company, the Resolution adopted on February 25, 1999 (agreed to at that time by Disputant Yost), granted sole authority to Mr. Caron to bind the Company and to carry out the business affairs of the Company (Finding of Fact No. (FOF) 3). Although Mr. Yost now claims that his agreement to this Resolution was obtained by fraud, he does not dispute Mr. Caron’s 75% ownership of the Company. As the majority owner, Mr. Caron would not have needed Mr. Yost’s agreement to enact the Resolution (FOF 2).

Mr. Yost’s relationship with Chrysler Corporation does not provide any authority to control delivery of mail to the Company. As the majority owner, as well as being the individual designated to carry out the affairs of the Company, Mr. Caron is entitled to control delivery of the mail addressed to the Company.

This dispute concerns only delivery of the disputed mail. It does not address any other dispute that may exist between the parties. Further, if a court directs delivery of the mail in a different manner, the mail will be delivered according to a court order.

The attached delivery order should be issued.

						William K. Mahn
 						Administrative Judge