Guptill Holding Corp. v. State

• Decision Date: 23 July 1964
• Docket Number: No. 36563,36563
• Citation: 43 Misc.2d 631,251 N.Y.S.2d 766
• Parties: The GUPTILL HOLDING CORPORATION, Claimant, v. The STATE of New York, Defendant. Claim
• Court: New York Court of Claims

Page 766

251 N.Y.S.2d 766

43 Misc.2d 631

The GUPTILL HOLDING CORPORATION, Claimant, v. The STATE of New York, Defendant.

Claim No. 36563.

Court of Claims of New York.

July 23, 1964.

Carter & Conboy, Albany, for claimant, by James S. Carter, Albany, of counsel.

Louis J. Lefkowitz, Atty. Gen., for the State, by Lawrence Wayne, Asst. Atty. Gen., of counsel.

ALEXANDER DEL GIORNO, Judge.

This claim is before me for retrial by order of the Appellate Division, 20 A.D.2d 832, 247 N.Y.S.2d 800 to determine whether certain factual matters not brought out in the trial exist or not, in order adequately to evaluate the damages herein.

This claim, which was tried before the late Judge Major and not decided by him before his death, was by consent of the parties decided by the present Judge on the record submitted at the trial and a viewing by this Court of the lands in question.

This Court found, in the original decision, that the claimant acquired the Wade and Miller tracts on two separate occasions and from different sellers, said parcels on the date of appropriation forming one parcel of land under a single ownership (Court's Finding No. 14).

The Court found, also, that the before value was $240,000.00; the after value was $200,000.00; and that direct and consequential damage was $40,000.00 with interest from May 1, 1958 to November 1, 1958 and from April 21, 1959 to the date of entry of judgment.

At the trial the proof indicated the ownership of both tracts to be in Guptill Holding Corporation. The State, however, knew before the trial that title to the Miller tract was in Charles M. Guptill, and had advised him through his attorneys to assign his claim to the claimant corporation, so that the Guptill Holding Corporation would appear as sole owner, which was done. On appeal, for the first time, the State raised the issue of separate ownership of the two parcels as affecting the question of severance damage, and requested an answer from the Appellate Division as to whether 'two contiguous, jointly-used tracts which are separately owned, one by an individual, and the other by a corporation owned and controlled by that individual, may be treated as one tract?'

The Appellate Division, because the record was devoid of any proof as to Mr. Guptill's interest in or other relationship to the corporation other than the testimony that he was its President, found itself unable to pass upon the question submitted by the State, and ordered a new trial to develop Mr. Guptill's relationship to the corporation.

Following the second trial and upon due deliberation this Court adopts by reference the original Findings of Fact and Conclusions of Law of the claimant, the State and its own as if herein repeated in full, except for such differences as appear herein.

At the second trial it was stipulated that the record of the first trial be made the record of this trial, including all the exhibits, and that the new testimony be used as supplementary thereto.

Charles M. Guptill testified at the second trial. The following facts were brought out and stand uncontradicted:

That he owned three corporations, namely, Mastodon, Inc., Guptill Sand and Gravel, Inc., and Guptill Holding Corp., all incorporated, upon advice of his counsel and his accountant, in the year 1956. Mastodon, Inc. took over his skating rink business; Guptill Sand and Gravel, Inc. took over his sand and gravel pit and his construction business; and Guptill Holding Corp. took over the Wade tract and other lands.

That these corporations were a family affair; he managed the corporations and his wife kept the books.

That he owned all the stock in the corporations except one share issued to his wife and one issued to his father.

That he had bought the Wade tract in his own name in 1947, and transferred title to the claimant corporation in 1956.

That he received a deed to the Miller tract on January 20, 1958, pursuant to negotiations for the purchase which were started in the summer of 1957.

That Guptill wanted to purchase the Miller tract in the name of the corporation, but Miller would not sell to the corporate claimant, demanding Guptill's name on the mortgage.

That Guptill mortgaged lands of the Guptill Holding Corporation to procure $28,000.00 he needed for the down payment to Miller. Guptill Holding Corporation endorsed those checks to Miller. The corporation also paid to Miller 44 monthly checks on the mortgage. Mastodon, Inc. also paid two checks on the mortgage and fees to the lawyers, and Guptill Sand and Gravel, Inc., and Guptill Holding Corp., paid mortgage tax, fees for surveyor, etc.

That Guptill intimated in substance that he dipped into whatever till he had money in or could reach first. He was the master of all he surveyed and used the corporations merely as legal devices to run his many interests efficiently and with a minimum of confusion.

The preceding appraisal of Mr. Guptill's management, purpose and interest explains quite plainly why he had proceeded to lay out both the Wade and Miller farms as one unit for a residential development, and cut roads, drainage ditches, cut down a hill for grading and terracing on the Miller farm, removed...