In the Matter of a Mail Dispute                                )
Between                                                                )
                                                                               )
Diego Trinidad                                                        )
Estela Garcia-Mesana Trinidad                              )
                                                                               )
and                                                                         )
                                                                               )
Eduardo Trinidad                                                    )
Maria Eugenia Trinidad                                           )
Maria Estela Trinidad Cardenas                             P.S. Docket No. MD 98-375

APPEARANCE FOR DISPUTANTS                                 Estela Garcia-Mesana Trinidad
      DIEGO TRINIDAD and                                              11261 Southwest 184 Street
      ESTELA GARCIA-MESANA TRINIDAD                    Miami, FL 33157-6577

APPEARANCE FOR DISPUTANTS                                 Francis X. Santana
       EDUARDO TRINIDAD                                              Courthouse Plaza, Suite 400
       MARIA EUGENIA TRINIDAD and                             28 West Flagler Street
       MARIA ESTELA TRINIDAD CARDENAS                  Miami, FL 33130-1891

This mail dispute has been docketed pursuant to Postal Operations Manual, Issue 7 (August 1, 1996), Section 616.21, which requires the chief field counsel to forward certain unresolved mail disputes to the Judicial Officer for resolution. The mail in dispute is that addressed to Trinidad Tobacco Trading Corporation, P.O. Box 971044, Miami, Florida 33197-1044. The mail is currently being held by the Miami Postmaster.

A sworn statement of Maria Estela Trinidad Cardenas and documents were submitted in support of the position taken by her and the two named disputants allied with her. Nothing was submitted by or on behalf of Diego Trinidad and Estela Garcia-Mesana Trinidad. The findings of fact are based on the one submission received plus documents previously received by the Miami Post Office, copies of which were submitted by the Postal Service field counsel as part of this proceeding.

1. The Trinidad Tobacco Trading Corporation was incorporated as a Florida Corporation in August 1997 (Articles of Incorporation; Affidavit of Maria Estela Trinidad Cardenas ("Cardenas Aff.") ¶1).

2. In the corporation’s articles of incorporation, Estela Garcia-Mesana Trinidad was named the president of the corporation (Articles of Incorporation §3).

3. The five initial directors of the corporation were Diego Trinidad, Estela Garcia-Mesana Trinidad, Eduardo Trinidad, Maria Eugenia Trinidad and Maria Estela Trinidad Cardenas^1/ (Articles of Incorporation §6), and it was agreed among them that each would own 20% of the stock of the corporation (Cardenas Aff. ¶2).

4. In May 1998, the Diego Trinidad directors purported to issue 100 shares of corporate stock to Estela Garcia-Mesana Trinidad. She subsequently voted the 100 shares (contending that those were 100% of the outstanding shares) to remove the Eduardo Trinidad directors and to amend the articles of incorporation to reflect the changes. (Cardenas Aff. ¶4).

5. Only a majority of the board of directors can authorize issuance of shares (Articles of Incorporation §7.3; Fla. Stat. Ann. §607.0621) or amend the corporation’s articles of incorporation (Fla. Stat. Ann. §607.1002). The board of directors may remove any officer at any time with or without cause (Fla. Stat. Ann. §607.0842 (2)).

6. When a quorum of the directors is present, the vote of a majority of those present is the act of the board (Fla. Stat. Ann. §607.0824 (3)), and a quorum exists when there are present a majority of the number of directors identified in the articles of incorporation (Fla. Stat. Ann. §607.0824 (1)).

7. In June of 1998, the Eduardo Trinidad directors unanimously removed Estela Garcia M. Trinidad as president and elected Eduardo Trinidad (Cardenas Aff. ¶5).

8. Postal Service regulations provide that where there is a dispute regarding delivery of mail addressed to a corporation, the mail must be delivered according to the order of the organization’s president (Postal Operations Manual, §614.1).

Disputants Estela Garcia-Mesana Trinidad and Diego Trinidad have failed to file a sworn statement (or any statement) as required by 39 C.F.R. §965.5. Under 39 C.F.R. §965.7, they may be held in default and a decision issued directing that the mail in dispute be delivered to the other parties.

Additionally, Eduardo Trinidad is the president of the corporation (Finding 7) and under Postal Service regulations (Finding 8) is entitled to direct delivery of its mail. Efforts by Estela Garcia-Mesana Trinidad and Diego Trinidad to oust the Eduardo Trinidad directors failed because the former never had a quorum or majority of the board of directors sufficient to authorize the issuance of stock to Estela Garcia-Mesana Trinidad or to vote out the Eduardo Trinidad directors or to amend the articles of incorporation (Findings 4, 5, 6).

On the other hand, the Eduardo Trinidad directors constituted a quorum and a majority of the board of directors, and their election of Eduardo Trinidad as president appears to be valid (Findings 5, 6, 7). Additionally, they also controlled 60% of the stock of the corporation per the agreement made at the time the corporation was formed (Finding 3). Accordingly, mail addressed to the Trinidad Tobacco Trading Corporation should be delivered as Eduardo Trinidad directs.

The attached delivery order should be issued.

Norman D. Menegat
Administrative Judge

1. The last three of the listed directors are united as disputants in this matter and will be referred to as the Eduardo Trinidad directors for convenience in this Initial Decision. The first two listed directors, Diego Trinidad and Estela Garcia-Mesana Trinidad, will be referred to as the Diego Trinidad directors.

PROPOSED ORDER

TO THE POSTMASTER AT:          MIAMI, FL 33152-9998

                                     RE:           The Mail Dispute Between:

                                                      DIEGO TRINIDAD
                                                      ESTELA GARCIA-MESANA TRINIDAD
                                                                      and
                                                      EDUARDO TRINIDAD
                                                      MARIA EUGENIA TRINIDAD
                                                      MARIA ESTELA TRINIDAD CARDENAS

                                                      P. S. Docket No. MD 98-158

Mail addressed to Trinidad Tobacco Trading Corporation, P.O. Box 971044, Miami, Florida 33197-1044, currently held or hereafter received, is to be delivered as directed by Eduardo Trinidad.

Judicial Officer

PROPOSED ORDER - NOT PROPOSED ORDER - NOT ENFORCEABLE UNTIL DATED AND
SIGNED BY THE JUDICIAL OFFICER