In the Matter of a Mail Dispute Between

WILLIAM F. HARRIS

          and

DAVID C. HAZLETT

P.S. Docket No. MD 00-154

APPEARANCE FOR DISPUTANT            William F. Harris
     WILLIAM F. HARRIS:                         239 Mill Street NE
                                                              Vienna, VA 22180-4523

APPEARANCE FOR DISPUTANT           Scott J. Spooner, Esq.
     DAVID C. HAZLETT:                         Rory Clark, Esq.
                                                              Foust & Clark, P.C.
                                                              8345-A Greensboro Drive
                                                              McLean, VA 22102-3530

INITIAL DECISION

This mail dispute has been docketed pursuant to Postal Operations Manual (POM 8, January 16, 1998) 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 DC Networks and DC Networks and/or DC Solutions, Inc., at P.O. Box 1813 Vienna, VA 22183-1813, at 11563 Embers Court, Reston, VA 20291-3003, and at 128C Church Street, Vienna, VA 22180-4507. The mail is currently being held by the Vienna and Reston Postmasters.

Disputant Harris filed a sworn statement, as required by the Rules of Practice, 39 C.F.R. §965.5. Disputant Hazlett filed a statement "acknowledged" by a notary.⁽¹⁾ Both parties also filed various documents in support of their positions. The following findings of fact are based on all the material submitted by the parties, including the material forwarded by the United States Postal Service Law Department, Mid-Atlantic Office.

1. In early 1998, Mr. Hazlett rented P.O. Box 1813 in Vienna, Virginia for a business called "Clockstore." Later in 1998 he began a computer networking installation and service business called "DC Networks" in his home and used Box 1813 as its mailing address. In April 1999, he moved his office to 128C Church Street in Vienna.

2. A corporation called Harmony Systems, Inc., owned by an associate of Mr. Harris and managed by Mr. Harris, owns two companies in Northern Virginia called "Friendly Computer Services," and "MacSource."

3. In about November 1999, Mr. Harris and Mr. Hazlett negotiated an agreement to merge DC Networks, Friendly Computer Services, and MacSource to create a new company, "DC Solutions, Inc." Harmony was to own 80%, Hazlett 20%, and Hazlett was to run the company as president. The eventual plan was that Hazlett would buy Harmony's share of the company. This agreement was never reduced to writing and, other than the bare essentials stated above, the two parties now have many disagreements about exactly what was intended and how it was to be accomplished.

4. On or about January 2, 2000, Mr. Hazlett began to operate the businesses and took some steps towards creating a corporation. He completed a Federal Form SS-4, Application for Employer Identification Number, listing DC Solutions, Inc., as the applicant and DC Networks as a trade name. He obtained a Virginia Sales Tax form listing both DC Solutions, Inc., and DC Networks, with his home address, 11563 Embers Court. He applied for a county business license for DC Solutions, Inc., listing 11563 Embers Court as the business address and P.O. Box 1813 as the mailing address. He also opened a checking account for DC Solutions, Inc., d/b/a DC Networks and Friendly Computer Services. Some of the invoices sent to customers had the heading, "DC Networks & FCS." He did not complete the process, however, and did not incorporate DC Solutions.

5. By mid-February 2000, Mr. Hazlett decided to withdraw from the agreement to merge DC Networks with Mr. Harris' companies. The two parties give quite different reasons for this decision, and quite different versions of the communications between them at the time, but it is undisputed that there was no DC Solutions, Inc., at that time.⁽²⁾ The parties now agree that, despite what either or both may have intended, what actually existed between late December 1999 and February 22, 2000, was a partnership, without any written agreement.

6. On February 22, 2000, Mr. Harris and Mr. Hazlett exchanged e-mail messages regarding various financial matters and the future of DC Networks. Mr. Harris' messages made several references to Mr. Hazlett buying DC Networks back from the corporation, DC Solutions, Inc. Mr. Hazlett's reply acknowledged that revenues earned by DC Networks during January-February were to have been deposited in a DC Solutions account, and expressed agreement with Mr. Harris' proposal for "separating the two entities." Mr. Hazlett was aware that DC Solutions had not been incorporated. At that time, Mr. Harris probably was not.

7. The parties were unable to resolve their differences and, on March 22, 2000, Mr. Hazlett, through his attorney, incorporated DC Networks, Inc., as a Virginia corporation. On March 29, 2000, Mr. Harris submitted a PS Form 3575, Change of Address, to the Vienna Post Office, directing that mail addressed to DC Networks at P.O. Box 1813 be forwarded to P.O. Box 2136 in Vienna. The other addresses were put in dispute after the case was docketed in the Judicial Officer Department.

8. On May 18, 2000, Mr. Hazlett filed a lawsuit against Mr. Harris, Harmony Systems, Inc., and DC Solutions, Inc., in the Circuit Court for Fairfax County, Virginia, asking for a declaratory judgment that he is the sole owner of DC Networks, for an accounting of the books and affairs of the partnership, and for judicial supervision of the winding up of the partnership.

Mr. Harris argues that, even though Mr. Hazlett failed to incorporate DC Solutions as he was supposed to do, once the merged companies began operating as one in January 2000, DC Networks became a division of DC Solutions and remains so. As of January 1, 2000, he contends, it was the partnership, not Mr. Hazlett, that owned DC Networks. Therefore, upon the withdrawal/resignation of Mr. Hazlett, he (Harris) became the president of DC Solutions and is entitled to all mail addressed to the entire company, including DC Networks. He points to the several documents prepared by Mr. Hazlett (see Finding of Fact #4) as proving that DC Networks is part of DC Solutions. The underlying basis for his argument, of course, is that DC Solutions is entitled to the revenue produced by DC Networks.

Mr. Hazlett's position is that he intended to incorporate DC Solutions only when, and if, he determined that the finances of Friendly Computer Services and MacSource were sound and that he wished to follow through with the plan to buy the entire company from Harmony Systems, Inc. He insists that he never gave up ownership of DC Networks, that DC Networks has never been operated by anyone but him, and that the three companies continued to operate separately during January-February 2000. His view is that when he withdrew from the agreement he also withdrew DC Networks and continued to operate it as his own company.

As is most often the case in business mail disputes, the real dispute is over money. In this case, each side has accused the other of misappropriation of various funds and of misrepresentation of the facts. It is impossible to tell whose version of the facts is more accurate, but Mr. Hazlett makes a stronger claim to the disputed mail.

The general principle governing resolution of mail disputes is that mail should be delivered as intended by the senders. Since its origin in 1998, DC Networks has never been operated by anyone other than Mr. Hazlett. The three addresses in dispute are a post office box rented solely by Mr. Hazlett, Mr. Hazlett's home address, and the Church Street office address. There is a factual dispute over whether Mr. Harris ever used that last address, but it was first used by DC Networks, before the attempted merger. Because Mr. Hazlett has continually operated the business known as DC Networks, and still does, it is likely that people sending mail to DC Networks intend for him to receive it.

Despite the above, if it were clear that Mr. Hazlett had, unknown to his customers, sold or transferred DC Networks to some other entity, whoever controls that other entity would be entitled to receive the mail. In this case, however, it is anything but clear. The documents relied on by Mr. Harris show only that the parties intended eventually to combine the companies under the corporate title, DC Solutions, Inc. One thing that is clear, however, is that this never happened.

As for the argument that DC Networks became partnership property that Mr. Hazlett has no authority to simply take back, this argument fails because this partnership came into existence only by accident, not the intention of the parties. Under the Virginia Uniform Partnership Act, a partnership can be created even if the parties did not so intend.⁽³⁾ However, it has not been shown that there ever was any agreement, or that there was even any discussion of DC Networks or the other companies becoming partnership property. Because Mr. Hazlett owned DC Networks before the partnership came into existence, and because there is no document evidencing transfer of it to the partnership, I conclude that it remains separate property under the Virginia statute.⁽⁴⁾ It is possible that Mr. Hazlett owes money to Mr. Harris,⁽⁵⁾ but it does not follow from that that Mr. Hazlett gave up control of DC Networks.

As Mr. Hazlett makes no claim to mail addressed to DC Solutions, any mail addressed solely to DC Solutions, or DC solutions, Inc., should be delivered to Mr. Harris. Any mail addressed to DC Networks, whether alone or in conjunction with another name, should be delivered to Mr. Hazlett.

This decision deals only with delivery of the mail. It does not determine ownership of the contents of the mail, nor does it attempt to resolve any underlying financial disputes between the parties. If either party receives mail that is clearly intended for the other, it is his obligation to forward that mail. Also, if either party obtains a court order directing delivery of mail, postal regulations provide that mail will be delivered in accordance with such an order. POM §616.3.

The attached delivery order should be issued.

Bruce R. Houston
Chief Administrative Law Judge

¹ A statement which is merely "acknowledged" before a notary but not sworn to is considered an unsworn statement. Suarez/Linares, P.S. Docket No. MD 98-71 (I.D. April 13, 1998); Kelley/Pylant, P.S. Docket No. MD-208 (I.D. February 1, 1994).

² There are statements in Mr. Hazlett's submissions that Mr. Harris later incorporated DC Solutions, Inc., on or about March 30, 2000, but assuming that is true, it does not affect the outcome of this mail dispute.

³ Va. Code Ann. §50-73.88A.

⁴ Va. Code Ann. §50-73-90.

⁵ It is also possible that Mr. Harris owes money to Mr. Hazlett, but that is something to be determined in the Circuit Court for Fairfax County.

TO THE POSTMASTERS AT:             VIENNA, VA 22180-9998
                                                          RESTON, VA 20190-9998

                                        RE:             Mail Dispute Between

                                                           WILLIAM F. HARRIS
                                                                     and
                                                           DAVID C. HAZLETT

                                                           P.S. Docket No. MD 00-154

All mail currently being held, or hereafter received, addressed to:

                                              DC NETWORKS
                                                           and to both
                                              DC NETWORKS and/or DC SOLUTIONS, INC.
                                                           at
                                              P.O. Box 1813
                                              Vienna, VA 22183-1813
                                                           and at
                                              11563 Embers Court
                                              Reston, VA 20191-3003
                                                           and at
                                              128C Church Street
                                              Vienna, VA 22180-4507

shall be delivered as addressed. Mail addressed only to DC Solutions, Inc. at any of the above addresses shall be delivered as directed by William F. Harris.

James A. Cohen
Judicial Officer

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