B-124089, JUL. 27, 1955

B-124089, JUL. 27, 1955

TO GREAT LAKES MANUFACTURING CORPORATION:

YOUR LETTERS OF MAY 6 AND 8, 1955, REQUEST REVIEW OF SETTLEMENT DATED MAY 4, 1955, WHICH DISALLOWED YOUR CLAIM FOR $4,168.86 WITHHELD FROM AMOUNTS OTHERWISE FOUND DUE UNDER CONTRACTS NOS. AF 33/600/-24370 AND AF 33/600/- 23725. THIS AMOUNT WAS APPLIED IN LIQUIDATION OF THE INDEBTEDNESS TO THE UNITED STATES OF YOUR PREDECESSOR-BEARING THE SAME CORPORATE NAME--- AS REFLECTED IN PRICE REDETERMINATION AGREEMENTS DATED MARCH 30, 1953, UNDER CONTRACTS NOS. AF 33/038/-17835 AND AF 33/038/-22363.

YOUR REQUEST FOR REVIEW OF THE MATTER IS BASED ON A RESTATEMENT OF YOUR CONTENTIONS THAT YOU HAVE NO RELATION TO, OR IDENTITY OF INTERESTS WITH, THE DEBTOR CORPORATION AND THAT THE WITHHOLDING OF FUNDS DUE YOU UNDER CONTRACTS NOS. AF 33/600/-24370 AND AF 33/600/-23725 WAS PRECLUDED BY YOUR ASSIGNMENTS THEREUNDER TO THE CALUMET NATIONAL BANK OF HAMMOND, INDIANA.

THE RECORD SHOWS CLEARLY THAT MR. REAGAN HAD SOME INTEREST IN THE GREAT LAKES MANUFACTURING CORPORATION WHICH BECAME INDEBTED TO THE UNITED STATES, AS REFLECTED IN PRICE REDETERMINATION AGREEMENTS UNDER CONTRACTS NOS. AF 33/038/-17835 AND AF 33/038/-22363. IN A LETTER OF MAY 20, 1954, SIGNED BY MR. REAGAN AS PRESIDENT, GREAT LAKES MANUFACTURING CORPORATION, AND ADDRESSED TO THE AIR MATERIEL COMMAND, WRIGHT PATTERSON AIR FORCE BASE, IT WAS STATED THAT ON JANUARY 1, 1952, THE MANUFACTURING ACTIVITIES OF THAT CORPORATION, INCLUDING THE ABOVE-NUMBERED CONTRACTS, WERE ASSUMED BY A COPARTNERSHIP DOING BUSINESS AS GREAT LAKES MANUFACTURING COMPANY, OF WHICH HE WAS PRESIDENT. THE RECORD SHOWS FURTHER THAT THE NAME OF THE GREAT LAKES MANUFACTURING CORPORATION WAS CHANGED TO INDUSTRIAL CENTER, INC. BY ARTICLES OF AMENDMENT FILED WITH THE SECRETARY OF STATE, STATE OF ILLINOIS, ON NOVEMBER 7, 1952, AND THAT ON THE SAME DATE YOUR ARTICLES OF INCORPORATION, IN WHICH MR. REAGAN WAS NAMED AS ONE OF THE THREE SUBSCRIBERS TO THE SHARES OF THE STOCK, WERE ALSO FILED WITH THE SAID SECRETARY OF STATE. IN A LETTER OF JUNE 24, 1953, SIGNED BY MR. REAGAN AS PRESIDENT OF YOUR ORGANIZATION, TO THE AIR MATERIEL COMMAND, WRIGHT PATTERSON AIR FORCE BASE, IT WAS STATED THAT THE GREAT LAKES MANUFACTURING COMPANY WAS SUCCEEDED BY YOUR CORPORATION. IN A LETTER OF JULY 2, 1953, SIMILARLY SIGNED AND TO THE SAME ADDRESSEE, REFERRING TO THE INDEBTEDNESS OF THE PREDECESSOR CORPORATION IT WAS STATED:

"* * * WE HAVE TWO CONTRACTS WITH YOU NOW, ONE IS NO. AF33-600 23725, ON WHICH WE ARE NOW DELIVERING AND WHICH AMOUNTS TO $54,331.55. THE OTHER CONTRACT IS AF33-600-24370 COVERING F-86 CANOPIES AND AMOUNT TO $57,418.94. WHY COULDN-T IT BE POSSIBLE TO TAKE ONE HALF THE AMOUNT ON THE FINAL PAYMENT OF THE FIRST CONTRACT AND THE OTHER ON THE FINAL PAYMENT OF THE SECOND. IF YOU FEEL THAT IS TOO LONG, THEN PUT IT ON THE FIRST CONTRACT. * * *"

MOREOVER, MR. REAGAN EXECUTED BOTH CONTRACTS NOS. AF 33/038/-22363 AND AF 33/038/-17835 AND THE EARLIER SUPPLEMENTS THERETO, AS VICE PRESIDENT OF THE CORPORATION, WERE SUBSEQUENT TO THE DATE ON WHICH IT APPEARS THAT THE CORPORATION HAD BEEN SUPERSEDED BY THE INDUSTRIAL CENTER, INC., AND AFTER THE CONTRACTS HAD BEEN ASSUMED BY THE COPARTNERSHIP.

FROM THE ABOVE THE CONCLUSION SEEMS INESCAPABLE THAT THERE WAS AN IDENTITY OF INTERESTS BETWEEN THE TWO CORPORATIONS BEARING THE NAME OF GREAT LAKES MANUFACTURING CORPORATION. IN ANY EVENT, YOU HAVE NOT FURNISHED ANY EVIDENCE TO SUPPORT YOUR STATEMENTS THAT THERE WAS NO SUCH IDENTITY OF INTERESTS.

IN VIEW OF THE FOREGOING AND SINCE THE RECORD INDICATES THAT ANY AMOUNT WHICH MIGHT OTHERWISE BE DUE AND OWING UNDER CONTRACTS NOS. AF 33/600/- 24370 AND AF 33/600/-23725 WOULD NOT BE PAYABLE TO YOU BECAUSE OF THE ASSIGNMENTS REFERRED TO IN YOUR LETTER, THE DISALLOWANCE OF YOUR CLAIM IS SUSTAINED.