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INTRODUCTION  Y%- ` x1.` ` In this Order we address, pursuant to our delegated authority under Section 0.331  Y- xof the Commission's rules,F^ xP-ԍx47 C.F.R.  0.331.F a Petition to Deny Application for Assignment of License filed by  xiBilly J. Parrott (Parrott) on September 18, 1995. The petitioner, Parrott, the owner of RVC  xKServices, Inc., a Nevada corporation, d/b/a Coastel Communications Company (Coastel), the  xlicensee of the cellular radiotelephone station, contends that his petition to deny should be  Y- xgranted because: (1) he is a member of a minority group; (2) a foreign entity exerted de facto  xcontrol over the trustee appointed to manage the cellular system after the loan secured by the  xlicensee was in default; and (3) the trustee failed to accept the highest offer for sale of the  xcellular system. For the reasons discussed below, we deny the petition and grant the application  xjointly filed by Coastel and Bachow/Coastel L.L.C. (Bachow) for assignment from Coastel to  xBachow of the license to operate cellular radiotelephone station KNKA 412 on frequency Block B in the Gulf of Mexico.  II. BACKGROUND AND PLEADINGS "&X0*0*0*("Ԍ Y- ` x2.` ` Coastel is the licensee of cellular station KNKA412 (market 306A) serving the  xGulf of Mexico Service Area. In January, 1989, Parrott borrowed $30 million from MEA in  Y- xorder to purchase Coastel.` xPK-ԍxParrott Petition at 4; Coastel Opposition at 2.` This shortterm bridge loan was to have been paid off by Coastel  Y- xwithin 60 to 90 days.GX xP-ԍxMEA Opposition at 23.G Pursuant to the security agreement executed concurrently with the loan,  xMEA had the right to nominate a trustee to manage the cellular radiotelephone system if Coastel  Y- xdefaulted on the loan.Y\ zP& -ԍxId. at 45. As a foreign controlled corporation, MEA would be prohibited under 47 U.S.C.  310(b), from directly assuming control of Coastel; MEA would have had to sell Coastel immediately to protect its  zP -investment if a trustee were not appointed. Id. at 56.Y Coastel subsequently defaulted on the loan, and has remained in default.@  zPJ -ԍxId. at 3.@  xPursuant to a Trust Agreement executed by the parties, MMC was nominated trustee, subject  Y_- xto Commission approval._ xP-ԍxMMC Opposition at 3. The Trust Agreement was executed by MEA, RVCTC, Coastel, and MMC on July 23, 1990. MEA Opposition at 5. The Commission granted the application for the transfer of control  YH- x-of Coastel from Parrott to MMC on October 1, 1990.@H  zP-ԍxId. at 3.@ Parrott also executed an irrevocable  xproxy agreement, giving MMC the right to vote all the issued and outstanding shares of stock  Y -of Coastel and RVCTC.G  xPS-ԍxMMC Opposition at 23.G  Y - ` @x3.` ` Following the designation of MMC as Trustee, MEA provided additional funds  Y - xfor Coastel's working capital needs.E  xP-ԍxMEA Opposition at 3.E MMC continued to operate the system and tried to find  xa buyer for the system. In 1995, MMC received an offer from Bachow to purchase the system  x;for $16.5 million. The sale of the system to Bachow would be the final step in the completion  Y- xof the voluntary workout of the loan default by Parrott.K  xP-ԍxMMC Opposition at 4.K On August 3, 1995, Coastel and Bachow jointly filed an application for assignment of the license from Coastel to Bachow. x` `  YK- ` x4.` ` On September 18, 1995, Parrott filed a petition to deny the application.  xZOppositions to the petition were filed by Mobile Management Company (MMC), Mitsubishi"48 0*&&aa8"  Y- xElectric America, Inc. (MEA), Bachow, and Coastel.- X xPy-ԍxThe Mobile Management Corporation Opposition, Mitsubishi Electric America, Inc. Opposition, Bachow/Coastel, L.L.C. Opposition, and RVC Services, Inc., a Nevada corporation, d/b/a Coastel Communications Company Opposition were filed on October 3, 1995.- On October 16, 1995, Parrot filed a  Y- xreply to the oppositions.}  xP-ԍxA "corrected" Reply to Oppositions was filed by Parrott on October 24, 1995.} A Request for Leave to File a Response to Reply to Oppositions was  xjfiled by MMC on October 26, 1995. A response to this pleading was filed by Parrott on  xNovember 6, 1995. Additionally, on December 7, 1995, Parrott filed a letter in this proceeding  xhreferencing another pending proceeding. Coastel filed a motion to strike the letter, and Parrott  Y-filed an Opposition to Coastel's motion. x xP -ԍxCoastel's Motion to Strike was filed on January 11, 1996. Parrott's Opposition to Motion to Strike was filed on January 17, 1996. !III. DISCUSSION A. Standing  Y - ` 3x5.` ` Under Section 309(d)(1) of the Communications Act of 1934, as amended  Y - x-(Communications Act)J  xPm-ԍx47 U.S.C.  309(d)(1).J and Section 22.130 of the Commission's rules,G `  xP-ԍx47 C.F.R.  22.130.G the petitioner must  xallege specific facts, supported by affidavit, sufficient to show that the petitioner is a party in  Y - xxinterest and that a grant of the application would be prima facie inconsistent with the public  xwinterest. Parrott contends he has standing to file this petition because he is the sole shareholder  xYof the issued and outstanding stock of Roanoke Valley Cellular Telephone Company, a Nevada  xkcorporation (RVCTC), which owns all the issued and outstanding stock of the cellular  Yd- xJradiotelephone licensee, Coastel.Gd  xP-ԍxParrott Petition at 4.G Coastal argues that Parrott does not have standing to object  YM- x.to the assignment because he granted an irrevocable proxy to MMC,IM  xP~-ԍxCoastel Opposition at 4.I and that he has no  x;equitable interest in Coastel because the market value of the system is less than the outstanding  Y- xsecured debt.@ zP"-ԍxId. at 5.@ Coastel observes that the sale of the system to Bachow for $16.5 million will  xnot enable Parrott to realize any economic value for his equity interest. Coastel therefore argues"0*&&aa "  Y- xthat the petition must be dismissed for lack of standing.B zPy-ԍxId. at 56.B As discussed below, we conclude that Parrott has standing.  Y- ` x6.` ` Discussion. It is undisputed that Parrott, the sole shareholder, has an equity  xinterest in Coastel. Coastel's argument essentially is that a party must prove that the equity  xinterest has economic value to have standing to file a petition to deny an application for  Yv- xassignment of the license. Coastel cites two cases to support this argument: Metromedia  Ya- x CompanyaZ zPl -ԍxMetromedia Company for Transfer of Control of AWACS, File No. 00420CLTC191, Memorandum  zP6 -Opinion and Order, 7 FCC Rcd 714 (Mobile Services Div. 1992) (Metromedia Company). and MCI Communications.a zP -ԍxMCI Communications Corporation, File No. ENF94006, Memorandum Opinion and Order, 10 FCC  zP -Rcd 1072 (Common Carrier Bur. 1994) (MCI Communications). For the reasons set forth below, we find that these cases  xJdo not support Coastel's position, and we also find that Parrott has standing to file the petition to deny the assignment.  Y - ` x7.` ` In Metromedia Company, petitions to deny an application for transfer of AWACS  xfrom Metromedia to Comcast Cellular Communications, Inc. were filed by United States  xCellular Corporation (USCC) and its subsidiary, Vineland Cellular Telephone Company  x(Vineland), Midland Communications Corp. (Midland) and Howell Spear (Spear). USCC and  xMidland claimed standing based on anticipated economic harm due to a potential change in  x;roaming rates; Midland also alleged specific instances of anti-competitive conduct by Comcast.  xSpear did not allege that he had standing to file the petition. The Mobile Services Division  xnoted that standing is imparted when a petitioner is able to show that injury in fact will result  xfrom the challenged action, and that the interest in question lies within the zone of interests to  Y:- xbe protected by the Commission.\: zP-ԍxMetromedia Company, 7 FCC Rcd at 715.\ The Division held that neither USCC nor Spear had standing  xbecause (1) Spear had not alleged standing; and (2) USCC's allegation of economic harm was  Y -speculative.:  zPa-ԍxId.:  Y- ` x8.` ` Metromedia Company is distinguishable from the instant case. In Metromedia  Y- xhCompany, the petitioner, USCC, did not have an equity interest in the licensee. USCC claimed  xstanding based solely on the speculative impact of the transfer on future roaming rates. In the  xinstant case, Parrott is the sole equity owner of the licensee, and is claiming that he would  xsustain damages due to the transfer because he would lose his equity interest, and any right to  xfuture profits or dividends. Parrott's claim is more than a speculative economic loss due to a possible change in rates; he is claiming that he will lose his entire equity interest in the licensee."X6 0*&&aa\"Ԍ Y- ` ԙx9.` ` In MCI Communications, MCI Communications Corporation (MCI) and Southern  Y- xPacific Telecommunications Corporation (Southern) petitioned the Commission for consent to  xia transfer of control of Qwest Communications (Qwest) from MCI to Southern. Microwave  xiAcquisition Company (MAC) filed a petition to deny the application on the grounds that the  xwproposed agreement could endanger the existence of small long distance telephone carriers, and  xwwould substantially lessen competition. The Common Carrier Bureau (Bureau) noted that MAC  xand MCI had entered into a contract for the purchase of Qwest in 1992, which was never  xconsummated. MAC contended that it was pursuing an action in state court against MCI and  xSouthern seeking monetary damages and specific performance, and that it would suffer  xirreparable harm if Qwest was transferred to Southern. Based on this alleged injury, MAC  x;claimed it had standing to petition the transfer. The Bureau held that MAC had failed to show  x,an injury that was traceable to the challenged action and a substantial likelihood that the relief  xwrequested would redress the injury claimed. The Bureau noted that the injury claimed by MAC  xhwas due to the alleged breach of contract, not the application for transfer, and that grant of the  x,relief sought by MAC would not redress this injury. The Bureau concluded that MAC did not  xxhave standing to file the petition, but nevertheless elected to treat the petition as an informal objection.  Yd- ` x 10.` ` MCI Communications is distinguishable from the instant case because the  YO- x petitioner in MCI Communications did not have an equity interest in Qwest. Standing was based  xsolely on the alleged breach of contract by MCI. Parrott, on the other hand, is the sole  xshareholder of RVCTC which owns all the issued and outstanding stock of the licensee. To the  xextent that Coastel may be profitable in the future, Parrott has a claim to any future profits or  xdividends. This claim to future profits or dividends is the interest that Parrott will lose by the  Y- xJgrant of the application. Under the test for standing in MCI Communications, Parrott's injury,  xxthe loss of future profits or dividends, will result from the transfer of Coastel, and there is a  xsubstantial likelihood that a denial of the application to transfer will redress the injury claimed.  xTherefore, we find that Parrott is a real party in interest and has standing to petition the application for transfer. B. Parrott's Reply and Coastel's Motion to Strike  Y(- ` "x 11.` ` Under Section 1.45(b) of the Commission's rules,H( xP-ԍx47 C.F.R.  1.45(b).H a reply must be filed within  xfive days after the time for filing oppositions has expired. Parrott's reply was filed on October  x16, 1995, more than five days after October 3, 1995, and therefore was untimely and will not  Y- xbe considered.X zP#-ԍxSee Local Exchange Carrier Line Information Database, Order, 7 FCC Rcd 525, 526 n.13 (Common Carrier Bur. 1991). We deny as moot the Request for Leave to File a Response to Reply filed by  xMMC. Parrott filed a letter on December 7, 1995, referencing another pending proceeding and" 0*&&aa!"  x Coastel filed a motion to strike the letter on the grounds that it was not a pleading allowed under  xSection 1.45(c) of the Commission's rules. We agree with Coastel's position that the letter filed  x by Parrott on December 7, 1995 is not a pleading allowed under Section 1.45 of the  Y-Commission's rules, and therefore we grant the motion to strike. zP4-ԍxSee FM Broadcasters of Douglas County and Tri City Communications, Memorandum Opinion and Order, 10 FCC Rcd 10429, 10429 n.3 (1995) (unauthorized pleadings stricken under 47 C.F.R.  1.45(c)). C. Parrott's Petition to Deny the Assignment x1. Section 309(j) of the Communications Act  Y1- ` x 12.` ` Parrott argues that the assignment would not serve the public interest in that it  Y - x=would violate Section 309(j) of the Communications ActG " xP -ԍx47 U.S.C.  309(j).G because Coastel is an African Y - x American owned cellular licensee.I  xPf-ԍxParrott Petition at 79.I Bachow and Coastel respond that the fact that Parrott is  Y - xxa member of a minority group does not change the nature of the review of this assignment.e B xP-ԍxBachow Opposition at 23; Coastel Opposition at 23.e  xWe agree. Section 309(j) applies only to the use of competitive bidding to grant an initial  xlicense or construction permit between mutually exclusive applications for electromagnetic  xyspectrum, not to transfers and assignments of licenses. We do not find that this proposed assignment would violate Section 309(j).  Yb-x2. Foreign De Facto Control of the Licensee  Y6- ` x 13.` ` Parrott also argues that after the Commission approved the transfer of control of  Y- xCoastel to MMC, MEA, a foreign controlled corporation, exerted de facto control over MMC  Y - xin violation of Section 310(b) of the Communications Act.G  xP-ԍx47 U.S.C.  310(b).G Specifically, Parrott cites MEA's  xKpractice of covering Coastel's monthly shortfall in cash flow by advancing funds only upon  Y- xZapproval of the Trustee's actions as manager of the cellular system.Jb  xP -ԍxParrott Petition at 910.J MEA admits that until  xDecember 1991, it had the right under the Trust Agreement to approve monthly expenditures  Y- xYin excess of 110 percent of budgeted amounts.G   xPQ$-ԍxMEA Opposition at 78.G MEA contends that this provision in the Trust" 0*&&aa"  xwAgreement was never used to disapprove an expenditure, and was deleted in December 1991 at  Y-the Commission's request.M! xPb-ԍxMEA Opposition at 78.M  Y- ` x 14.` ` Coastel submits that when it was in need of funds it would send MEA requests  Y- xalong with a description of the use of the requested funds.J"X xP-ԍxCoastel Opposition at 12.J Coastel argues that MMC exercised  xicontrol of Coastel in compliance with the terms of the Trust Agreement, and the irrevocable  Yv- x[proxy, and that Parrott's claim of alleged impropriety is lacking factual support.A#v zP -ԍxId. at 11.A MMC  xcontends that it has exercised sole control over Coastel and has operated and managed Coastel  YH- xon an interim basis pursuant to the Trust Agreement.E$Hz xPs-ԍxMMC Opposition at 3.E Bachow contends that neither Parrott's  Y1- xaffidavit nor his petition provide factual support for his allegation that MEA exerted de factoĄ  Y -control over Coastel in violation of Section 310(b) of the Act.J%  xP-ԍxBachow Opposition at 34.J  Y - ` Bx15.` ` MEA agrees that MMC had exclusive control over Coastel. MEA further  x,explains that the Trust Agreement extensively outlined MMC's responsibilities which included  xproviding management services to develop and operate the cellular system, making all personnel  xwdecisions, management of all staff, daytoday maintenance and recordkeeping, use of facilities,  Y- xmanaging funds, marketing, and deciding on rates, services, and advertising.I& xP-ԍxMEA Opposition at 1011.I MEA argues that  x-MMC had the unfettered use of all facilities and equipment, maintained control of the daily  xoperations, hired and fired the employees, and was responsible for payment of Coastel's  YM-financial obligations.A'M*  zP(-ԍxId. at 11.A "6 '0*&&aa)"Ԍ Y- ` x16.` ` In Ellis Thompson,( zPy-ԍxEllis Thompson Corp., CC Docket No. 94136, Memorandum Opinion and Order and Hearing  zPC-Designation Order, 9 FCC Rcd 7138 (1994) (Ellis Thompson). Ellis Thompson was subsequently reversed on the grounds that the realpartyininterest issue should have been reviewed with respect to applicant ownership, rather than the control of the licensee during the postapplication period. The court held that the facts, when  zP-applied to the Intermountain Microwave criteria, demonstrated that the owner was the realpartyininterest at the  zPg-time of application. Ellis Thompson Corporation, CC Docket No. 94136, Summary Decision, 10 FCC Rcd 12554 (1995).  the Commission listed the six factors (known as the  Y- xxIntermountain Microwave factors) for evaluating transfer of control questions for a common carrier facility. These factors are: Xx(1) Does the licensee have unfettered use of all facilities and equipment?(# Xx(2) Who controls daily operations?(#   Xx(3) Who determines and carries out the policy decisions, including preparing and filing applications with the Commission?(# Xx(4) Who is in charge of employment, supervision, and dismissal of personnel?(#   =Xx(5) Who is in charge of the payment of financing obligations including expenses arising out of operating? and(#  Y -Xx(6) Who receives moneys and profits from the operation of the facilities?d)  zP-ԍxEllis Thompson, 9 FCC Rcd at 713839,  9.d(#  x<The Commission noted that the six factors are only guidelines, and that questions of control  Y - xYwould turn on the specific circumstances of each case.L*  zP-ԍxId. at 7139,  10.L MEA contends that it did not exercise  Y -control pursuant to these six factors.H+ 4  xP-ԍxMEA Opposition at 910.H  Y}- ` Nx17.` ` We find that it is uncontradicted that under the Trust Agreement, MMC was given  xexclusive control over Coastel, including providing management services to develop and operate  xthe cellular system, making personnel decisions, management of staff, daytoday maintenance  xYand recordkeeping, use of facilities, management of funds, marketing, and decisions relating to  xthe rates, services, and advertising. We also find that it is uncontradicted that MMC had the  xunfettered use of all facilities and equipment, control of the daily operations, hired and fired the  xemployees, and was responsible for payment of Coastel's financial obligations. Parrott has  Y- x failed to offer evidence that any of the factors listed in Ellis Thompson would indicate that MEA  xwas in control of Coastel. The only factual support offered by Parrott to support his contention  xhis the provision in the Trust Agreement giving MEA the right to approve monthly expenditures  xin excess of 110 percent of budgeted amounts; but it is uncontradicted that this trust provision  xwas never used to disapprove an expenditure, and was deleted at the Commission's request in" +0*&&aa|"  Y- x1991. Therefore, we find that Parrott has failed to show that MEA had de facto control of  Y-Coastel in violation of Section 310(b).G, xPd-ԍx47 U.S.C.  310(b).G x3. Commercially Reasonable Sale  Y- ` x18.` ` Parrott additionally argues that the proposed assignment would effect a wrongful  xdeprivation of his interest in Coastel because under the trust agreement MMC is authorized to  xsell Coastel only in a commercially reasonable manner and is required to preserve and maximize  YJ- x<the value of the system.H-JX xPS -ԍxParrott Petition at 11.H Parrott contends that the agreement to sell Coastel to Bachow for  x$16.5 million is not commercially reasonable, and that MMC failed to accept a higher offer from  Y - xParrott and Spectrum to pay MEA $18.5 million to regain control of the system.D.  zP-ԍxId. at 1112.D Parrott  xfurther contends that MMC engaged in selfdealing by agreeing to sell to Bachow because under  xthe Trust Agreement MMC would receive a commission on the sale to Bachow, but not if  Y - x<Parrott settled its debt to MEA.A/ z zP-ԍxId. at 12.A Additionally, Parrott contends that it would not be in the  xpublic interest or consistent with administrative efficiency for the Commission to consent to the  Y -assignment before the imminent civil litigation concerning this matter has been resolved.D0  zPf-ԍxId. at 1314.D  Y{- ` !x19.` ` MMC contends that it has actively sought a buyer for Coastel since 1990, and that  Yd- xexcept for Bachow's offer, all firm offers were under $11 million.E1d xP-ԍxMMC Opposition at 5.E MMC states that Bachow's  YM- xoffer of $16.5 million is the best legitimate committed offer submitted for Coastel.:2M.  zP,-ԍxId.: MMC  xexplains that under the Trust Agreement, Parrott is authorized only to negotiate with an investor  x[proposing to purchase no more than 49 percent of the Coastel stock, or with a refinancer  Y- xproposing to lend Coastel sufficient funds to discharge Coastel's debt to MEA.3  zPy!-ԍxId. at 56. MMC states that the outstanding loan is $181 million. Id. at 6. Thus, to the  xextent that Spectrum's offer was directed at only partially discharging MEA's debt, MMC had  x;no authority to accept Parrott's alleged offer. MMC states that Parrott did not notify MMC of  xhis negotiations with Spectrum until after MMC had already committed to a letter of intent with  x[Bachow. MMC further contends that Spectrum's offer is neither set forth in detail in the" R 30*&&aa"  xpetition, nor supported by affidavit, and therefore there is nothing in the record to support  Y-Parrott's allegation that Spectrum made a firm offer of $18.5 million to buy Coastel.B4 zPb-ԍxId. at 67.B  Y- ` @x20.` ` Bachow and Coastel argue that Parrott's allegations that MMC failed to comply  Y- xwith certain provisions of the Trust Agreement are irrelevant in the context of this application.b5Z xP-ԍxBachow Opposition at 3; Coastel Opposition at 14.b  xBachow states that issues arising from contractual disputes between the parties should not be  Yv- xaddressed to the Commission.H6v xP -ԍxBachow Opposition at 3.H We agree with the arguments raised by Bachow and Coastel.  xwWe find that Parrott's alleged breach of contract claims or other civil claims are not relevant to  YH- x<this proceeding.7Hz xPs-ԍxThe Commission has previously held that contractual disputes should be resolved by a court of  zP;-competent jurisdiction, not the Commission. See, e.g., MCI Communications, 10 FCC Rcd at 1074,  11. Therefore, Parrott's request to delay action on this application due to the alleged imminent civil claims is denied. IV. CONCLUSION  Y - ` x21.` ` We have reviewed the arguments of the parties, and we are unpersuaded that the  xpetition should be granted, or that action on the application should be delayed. We do not find  xZthat any of the arguments Parrott set forth in his petition: that he is a member of a minority  Y- xgroup; that MEA exerted de facto control over MMC; and that MMC failed to accept a higher  xoffer for Coastel, have merit. Therefore, we deny the petition filed by Parrott to deny the  xapplication for assignment. Further, we find that the assignment to Bachow would serve the  x;public interest, convenience, and necessity, pursuant to Section 310 (d) of the Communications  Y6-Act,G86 xP-ԍx47 U.S.C.  310(d).G and we grant the assignment of the license from Coastel to Bachow. 4IV. ORDERING CLAUSES  Y- ` 1x22.` ` Accordingly, IT IS ORDERED that the Request for Leave to File a Response to  xReply filed by Mobile Management Company on October 26, 1995 IS DENIED, and the Motion  xto Strike filed by RVC Services, Inc., a Nevada corporation, d/b/a Coastel Communications Company on January 11, 1996 IS GRANTED.  Yg- ` x23.` ` IT IS FURTHER ORDERED that pursuant to Sections 4(i), 303(r), and 309 of  xthe Communications Act of 1934, as amended, 47 U.S.C.  154(i), 303(r), and 309, that the  xPetition to Deny Application for Assignment of License filed by Billy J. Parrott on September"9 d 80*&&aa["  xJ18, 1995 IS DENIED and the application for assignment of the license to operate cellular radio  x;station KNKA 412 on frequency Block B in the Gulf of Mexico filed jointly by RVC yServices,  xyInc., a Nevada corporation, d/b/a Coastel Communications Company and Bachow/Coastel L.L.C. on August 3, 1995 IS GRANTED.  Y- ` x24.` ` IT IS FURTHER ORDERED that this action is taken under delegated authority pursuant to Section 0.331 of the Commission's rules, 47 C.F.R.  0.331. x` `  hh@FEDERAL COMMUNICATIONS COMMISSION x` `  hh@_____________________________ x` `  hh@David L. Furth x` `  hh@Chief, Commercial Wireless Division x` `  hh@Wireless Telecommunications Bureau y