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socrateaser
socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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RE capital stock certificate purchased 1924 for the assumed

Customer Question

RE: capital stock certificate purchased 1924 for the assumed name Dorney Park Amusement Company(entity created 12/17/1903).
Reference in Pa. Treasure Rpt Dec 1912. Entity number 97627
Dissolve date 2/9/1928.
The assumed name was dissolved and the business continues.

This is a non signed certificate.
Is there reason to believe it has ownership value. There were several ownership changes including Cedar Fair in 1992
Submitted: 3 years ago.
Category: Business Law
Expert:  socrateaser replied 3 years ago.
If the certificate is not signed, then the share was not legally authorized by the issuer.

Theoretically, if you could prove that the failure to sign was intended to defraud the purchaser, and you only now discovered the fraud, then you could sue the successor owner and try to hold them to the original purchase value.

But, an important primary element of the claim would be proof of purchase -- so unless you have a receipt for payment or cancelled check, etc., showing that the original purchaser actually paid for the share, then the case would fail, because the purchaser would have never suffered any damages for receipt of the worthless certifiecate.

Hope this helps.

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Customer: replied 3 years ago.

It is signed by President and Treasurer.

The sell assigned does not have a signature. The purchaser is either my grandfather or my father. Both have passed away.

I have photos of certificate

Customer: replied 3 years ago.

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Expert:  socrateaser replied 3 years ago.
Okay, then the owner of the share should have been paid out prior to the dissolution of the company. Since the certificate was valid, the owner should have filed suit to recover his share of the certificate within 20 years of the date of dissolution.

Otherwise, the lawsuit would be barred by the PA statute of limitations.

Your case was actually stronger with the certificate unsigned by the company officers. Now, I think you're toast. But, you could present the certificate to the current owners and ask if they will honor it. Who knows -- you could get lucky!
Customer: replied 3 years ago.

The desolvement seems to be for an assumed name. Does that make a difference.

The state indicated that there was some type of dual filing by both DPAC( corp) and Cedar Fair (sole propritor). I also plan to do a docket search.

I plan to see if the company will honor the certificate.

 

 

 

 

 

 

 

 

Expert:  socrateaser replied 3 years ago.
If the original business still exists and only the assumed name is XXXXX XXXXX the original business would remain liable for the certificate. However, it's not clear to me how a stock certificate could ever be issued in an assumed name. Which starts raising the specter of a fraud again.
Customer: replied 3 years ago.
I believe that is the circumstances
Expert:  socrateaser replied 3 years ago.
Well, then you may have a case here. Of course, your cert may not be worth the cost of fighting about it, but it's certainly worth investigating.

Best of luck!
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 33564
Experience: Retired (mostly)
socrateaser and 2 other Business Law Specialists are ready to help you
Customer: replied 3 years ago.

Thank you.

Dorney Park is one of the oldest amusement parks in the country and is now part of a major corporation.

You have been most helpful

Expert:  socrateaser replied 3 years ago.
You bet. Go get em'!
Customer: replied 3 years ago.

I have submitted a claim to redeem the full value of the capital stock certificate.

I'll let you know what happens

Expert:  socrateaser replied 3 years ago.
Great! Should be interesting!
Customer: replied 3 years ago.

FYI There was an effort to sell Dorney for 2.4 Billion

 

Cedar Fair's History of Dorney does not mention DPAC

 

1923: In 1923, The Coaster was built. This wooden roller coaster, made from pressure treated pine, was originally a simple out-and-back ride until it was reconfigured to form a figure eight in 1927. During that same year, the Park incorporated and was renamed "Dorney Park Coaster Company, Inc.," and Robert Plarr, Bill Ruske and Ray Sandt purchased the Park from the Allentown-Kutztown Traction Company. A few years later, Robert Plarr purchased the Park outright from his partners.

Expert:  socrateaser replied 3 years ago.
I need to charge more!

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