In the Matter of a Mail Dispute Between

RONALD R. BAKER

            and

GORDON S. BENTON

P.S. Docket No. MD 00-188

APPEARANCE FOR DISPUTANT           J. Michael Lamberth, Esq.
      RONALD R. BAKER:                       Lamberth, Bonapfel, Cifelli & Stokes
                                                             3343 Peachtree Road, NE, Suite 500
                                                             Atlanta, GA 30326-1428

APPEARANCE FOR DISPUTANT          Richard P. Lindsey, Esq.
      GORDON S. BENTON:                    Webb, Stuckey & Lindsey
                                                             400 Westpark Court, Suite 220
                                                             Peachtree City, GA 30269-1456

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 Commercial Communication Associates and/or CCA Electronics, Inc., at P.O. Box 426, Fairburn, GA 30213-0426. The mail is currently being held by the Fairburn, Georgia Postmaster.

Both parties filed sworn statements, as required by the Rules of Practice, 39 C.F.R. §965.5, along with other documents supporting 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, Atlanta Office.

1. Post Office Box 426 was rented in the name of CCA Electronics, Inc., a Georgia corporation, in 1980. The last renewal application (PS Form 1093) on file is dated in 1995, also in the name CCA Electronics, Inc., with a business address at 360 Bohannon Road, Fairburn, GA 30213. At that time, Ronald Baker was president of the corporation.

2. CCA Electronics, Inc., entered into security agreements with The Summit National Bank on July 30, 1992, July 30, 1996, and January 27, 1997, for the purpose of obtaining loans from the bank. All were signed by Ronald Baker, as president of CCA Electronics, Inc. As collateral, these agreements listed many specific items of equipment and machinery, as well as "all inventory," and "all accounts receivable now outstanding or hereafter arising." The July 1996 agreement included 9000 shares of common stock "representing 90% of outstanding shares." Mr. Baker owned 4500 shares of that stock, and signed an "Irrevocable Stock Power" on July 30, 1996. This document assigned his 4500 shares of stock to The Summit National Bank. (St. Aubyn affidavit, Ex. B- attachments; and Ex. C).

3. In January 1998, The Summit National Bank brought an action against CCA Electronics, Inc., in the State Court of Fulton County, Georgia to foreclose on the Bank's liens against CCA's property (Civil Action No. 97VF0087574A). On February 10, 1998, the court issued a "Turnover Order," directing CCA to turn over to Fulton County authorities the personal property described in the security agreements. (St. Aubyn affidavit, Ex. B).

4. On March 24, 2000, The Summit National Bank ("Grantor") sold to Associated Electronics & Technologies, Inc. ("Grantee") "all of Grantor's interest in the personal property Grantor secured through the Writ of Possession and Turnover Order obtained in civil action 97VF0087574A in the State Court of Fulton County currently located at the premises known as 360 Bohannon Road in Fairburn, Georgia 30213." (St. Aubyn affidavit, Ex. A).

5. Associated Electronics & Technologies, Inc. (AET), owns a corporation called Commercial Communication Associates, Inc., which operates a radio transmitter manufacturing and repair business in Fairburn, Georgia, using the equipment and inventory purchased from The Summit National Bank. Mr. Alvar St. Aubyn is the president of AET. Mr. Benton was formerly employed by CCA Electronics, Inc., as Plant Manager, and is now employed by Commercial Communication Associates, Inc. in the same capacity. (Benton and St. Aubyn affidavits).

6. The database maintained by the Georgia Secretary of State lists CCA Electronics, Inc., as an active corporation, with Ronald R. Baker as CEO, as of June 10, 2000. (Baker affidavit, Ex. A).

7. On April 10, 2000, Mr. Benton wrote to the Fairburn Postmaster, claiming the disputed mail on behalf of Commercial Communication Associates, Inc. On April 13, 2000, Mr. Baker wrote to the Fairburn Postmaster, claiming entitlement to the mail as president of CCA Electronics, Inc.

Mr. Baker argues that he is still the president of CCA Electronics, Inc., and that he is still managing the affairs of the corporation. He states that "to the best of my knowledge" he still owns his shares of CCA stock, and that "it is my understanding" that Summit Bank foreclosed on tangible personal property items, but not on any shares of stock or any rights on accounts owed to CCA Electronics, Inc.

Mr. Benton argues that AET purchased all the assets of CCA Electronics, Inc., and, through its subsidiary Commercial Communication Associates, Inc., now operates the business.

The documents filed by the parties are more supportive of Mr. Benton's position. The Turnover Order referred to the "personal property described" in the security agreements. In addition to tangible equipment, inventory and machinery, the security agreements made accounts receivable part of the collateral, and collateral was defined as including various types of "property." Things specifically listed as being included were "accounts generally, accounts receivable, and hedging accounts;" "contracts, . . ., contract rights to obtain payment for goods or property sold, . . ., services rendered;" and "rights to receive any payments in money or in kind." I find no reason to conclude that the assets purchased by AET did not include all these items. The fact that the Secretary of State's database still listed CCA Electronics, Inc., as a Georgia corporation in June 2000 does not belie the fact that AET had purchased the assets of CCA Electronics, Inc. Therefore, it follows that AET, through its authorized agent, acquired the right to receive mail addressed to the business that it purchased.

A general principle in resolving mail disputes is that mail should be delivered in accordance with the intent of the senders. In order to give effect to the State Court's Turnover Order, which transferred the assets of CCA Electronics, Inc., including accounts receivable and right to receive payments, it is assumed that those sending business mail to CCA Inc., or CCA Electronics, Inc., intend for it to be received by the party in whose hands the business assets and accounts currently rest, AET.

This decision deals only with delivery of the mail. It does not attempt to resolve any underlying financial disputes between the parties. If AET or Mr. Benton receives mail that is clearly intended for Mr. Baker, it is their 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

TO THE POSTMASTER AT:       FAIRBURN, GA 30213-9998

                                      RE:      Mail Dispute Between

                                                  RONALD R. BAKER
                                                            and
                                                  GORDON S. BENTON

                                                  P.S. Docket No. MD 00-188

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

Commercial Communication Associates
and/or CCA Electronics, Inc.
P.O. Box 426
Fairburn, GA 30213-0426

shall be delivered as directed by Gordon S. Benton.

Judicial Officer

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