Balmoral Homeowners Maint. Corp. v. Pasquarello ( 2015 )

J-A11026-15
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
BALMORAL HOMEOWNERS IN THE SUPERIOR COURT OF
MAINTENANCE CORP., PENNSYLVANIA
Appellant
v.
MICHAEL PASQUARELLO AND YEN
PASQUARELLO,
Appellees No. 3071 EDA 2014
Appeal from the Order Dated October 1, 2014
In the Court of Common Pleas of Chester County
Civil Division at No(s): 2014-04854-CT
BEFORE: FORD ELLIOTT, P.J.E., OLSON AND WECHT, JJ.
MEMORANDUM BY OLSON, J.: FILED JUNE 05, 2015
Appellant, Balmoral Homeowners Maintenance Corp., appeals from the
order entered on October 1, 2014, sustaining preliminary objections filed by
Michael and Yen Pasquarello (the Pasquarellos) and transferring the action
from Chester County to Delaware County. Upon review, we affirm.
We briefly summarize the facts and procedural history of this case as
follows. The Pasquarellos are residential homeowners in a planned
community maintained by Appellant. The parties entered into a settlement
and release agreement (the agreement) on May 1, 2012, whereby Appellant
agreed to make improvements to the Pasquarellos’ residence. The parties
entered into the agreement to resolve a civil libel action pending in Delaware
County. On May 23, 2014, Appellant filed a complaint in Chester County
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against the Pasquarellos, alleging interference with the agreement when the
Pasquarellos refused to permit home improvement companies from
completing work on their residence. On June 17, 2014, the Pasquarellos
filed preliminary objections to the complaint alleging that the agreement
contained a clause providing that all causes of action were to commence in
Delaware County. By order entered on October 1, 2014, the trial court
agreed, sustained the Pasquarellos’ preliminary objections, and transferred
the case to Delaware County. This timely appeal resulted.1
On appeal, Appellant presents one issue for our review:
Did the trial court err in relying on a settlement agreement
in a different case to transfer venue to Delaware County
when such settlement agreement provided that venue
would lie in Delaware County for disputes arising under that
settlement agreement but the dispute in the present case
does not arise under such agreement?
Appellant’s Brief at 4.
Appellant initially argues it is unclear whether it was a party to the
agreement, because the agreement contains “a number of signatures of
individuals but that of the [Appellant homeowner’s] association nowhere
appears.” Id. at 7. Thus, Appellant “dispute[s] whether [it] ‘freely’ entered
into a forum choice agreement[.]” Id. at 18. Alternatively, Appellant
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1
Appellant filed a notice of appeal on October 30, 2014. On October 31,
2014, the trial court filed an order directing Appellant to file a concise
statement of errors complained of on appeal pursuant to Pa.R.A.P. 1925(b).
Appellant complied timely. The trial court filed an opinion pursuant to
Pa.R.A.P. 1925(a) on December 17, 2014.
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contends that the underlying dispute was not an action to enforce the
provisions of the agreement. Instead, Appellant argues the Pasquarellos
have allegedly interfered with separate construction contracts between
Appellant and independent contractors. More specifically, in the current
complaint, Appellant averred that it contracted with two home improvement
contractors to make repairs required under the agreement. On two
occasions when the contractors arrived to perform the home repairs, the
Pasquarellos refused to allow them to complete the job. Therefore,
Appellant seeks damages. In that same complaint, Appellant also “instituted
litigation in Chester County to collect allegedly unpaid dues and assessments
from [the Pasquarellos] for [their] unit in the Balmoral community.” Id. at
18. Thus, Appellant suggests that the current litigation did not arise under
the agreement and the trial court’s decision to transfer was erroneous.
Finally, Appellant argues that a plaintiff’s choice of venue is entitled to
deference and the only nexus with Delaware County is the location of the
Pasquarellos’ attorneys’ offices. Id. at 18-20.
We have previously determined that a venue selection clause can
serve as the basis for sustaining preliminary objections. See O'Hara v.
First Liberty Ins. Corp., 984 A.2d 938 (Pa. Super. 2009). “Generally, this
Court reviews a trial court order sustaining preliminary objections based
upon improper venue for an abuse of discretion or legal error.” Autochoice
Unlimited, Inc. v. Avangard Auto Fin., Inc., 9 A.3d 1207, 1211 (Pa.
Super. 2010).”
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Regarding contract formation, our Supreme Court concluded:
The law of this Commonwealth makes clear that a contract
is created where there is mutual assent to the terms of a
contract by the parties with the capacity to contract. If the
parties agree upon essential terms and intend them to be
binding, a contract is formed even though they intend to
adopt a formal document with additional terms at a later
date. As a general rule, signatures are not required unless
such signing is expressly required by law or by the intent of
the parties.
Shovel Transfer & Storage, Inc. v. Pennsylvania Liquor Control Bd.,
739 A.2d 133, 136 (Pa. 1999).
Moreover,
[signatures] may [] be required if the parties intended that
a contract would not exist until all the signatures were
affixed. Lower Frederick Township v. Clemmer, 543
A.2d 502, 510 (Pa. 1988)(“[A] fundamental rule in
construing a contract is to ascertain and give effect to the
intention of the parties.”); Stephens v. Carrara, 401 A.2d
821, 824 (Pa. Super. 1979)(“[W]here the written
agreement contains the names of certain persons as
parties, and one or more do not sign while others do, the
question of whether those who sign are bound is to be
determined by the intention and understanding of the
parties.”). It is firmly settled that the intent of the parties to
a written contract is contained in the writing itself.
Krizovensky v. Krizovensky, 624 A.2d 638, 642 (Pa.
Super. 1993); accord Steuart v. McChesney, 444 A.2d
659 (Pa. 1982). When the words of a contract are clear and
unambiguous, the intent is to be found only in the express
language of the agreement. For example, in Franklin
Interiors v. Wall of Fame Management Co., Inc., 511
A.2d 761 (Pa. 1986), a term of the contract provided that
“this document does not become a contract until approved
by an officer of Franklin Interiors.” 511 A.2d at 762. Based
upon this express term, [our Supreme Court] concluded
that an enforceable contract did not exist in the absence of
the required approval. Id. at 763.
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Id. at 137-138 (one citation omitted).
This Court previously determined:
Because contract interpretation is a question of law, this
Court is not bound by the trial court's interpretation. Our
standard of review over questions of law is de novo and to
the extent necessary, the scope of our review is plenary as
the appellate court may review the entire record in making
its decision. This Court must construe the contract only as
written and may not modify the plain meaning under the
guise of interpretation. When a contract is free from
ambiguity, the court must interpret the contract as written.
Mazurek v. Russell, 96 A.3d 372, 378 (Pa. Super. 2014) (internal citations,
quotations and brackets omitted).
The agreement stated, in relevant part:
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT is
made this 1st day of May, 2012, by and among:
BALMORAL HOMEOWNERS MAINTENANCE CORP.
(referred to hereinafter as “ASSOCIATION”), MYRNA
FARINA, ARIS LEE, BRENT MCDOUGALL, CRAIG
PARRISH, PATRICK RITA, MARCUS & HOFFMAN, P.C.
(referred to hereinafter as “PLAINTIFFS”) and YEN and
MICHAEL PASQUARELLO (referred to hereinafter as
“DEFENDANTS”). PLAINTIFFS and DEFENDANTS are
hereinafter referred to as “PARTIES”.
BACKGROUND
WHEREAS, this is a Settlement and Release Agreement
(“Agreement”) whereby the parties desire to extinguish
their rights and claims against each other arising from their
disputes and differences as to their rights, duties and
obligations including, but not limited to, all claims set forth
in: Balmoral Homeowners Maintenance Corp., et al, v. Yen
and Michael Pasquarello, Delaware County Court of
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Common Pleas, 10-13391 (referred to hereinafter as the
“ACTION”).
NOW, THEREFORE, in consideration of the promises of the
several mutual covenants and/or promises and/or
agreements contained, the parties hereto, intending to
legally bind themselves, their heirs and successors hereby
promise, covenant and agree as follows:
* * *
[1.]e. Replacement of Siding – The Association will cause
the [Pasquarellos’] home to receive new vinyl
siding of the kind currently on the party wall
adjoining the [Pasquarellos’] neighbor. Instillation
of this siding will be done in a manner in
accordance with acceptable building practices [].
The vinyl siding will be new and will cover the
front, back and open side of the home (and garage
wall). The siding will be completed in the current
year which will allow time for the Association to
develop specifications, receive bids from at least 3
contractors and to bundle the additional items of
work which must be repaired []. All costs and
expenses regarding the siding replacement, (vinyl
siding installation with all related flashing, taping,
insulation and similar items) shall be paid by the
Association.
* * *
7. Controlling Law/Venue/Enforcement – All
provisions of this Agreement shall be interpreted
and enforced in accordance with the substantive
laws of the Commonwealth of Pennsylvania.
Any action necessary to enforce any of the
provisions of this Agreement shall be brought in
the Court of Common Pleas, Delaware County,
Pennsylvania.
Agreement, 5/1/2012, at 1-4 (handwritten notations in parentheticals).
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Robert J. Hoffman, Esquire, on behalf of Marcus & Hoffman, P.C.,
Myrna Farina, Brent McDougall, Aris Lee, Craig Parrish and Patrick Rita, all
signed the agreement. The Pasquarellos’ are signatories, as well. Appellant
is correct that there is no signature by Appellant, or an agent on its behalf.
However, as previously stated, a signature is not necessarily required to
enforce a contract. A signature is not required unless it is the intent of the
parties that no contract exists until all signatures are affixed. While there is
no direct signatory for Appellant to the agreement, there is also no provision
in the agreement that states that an enforceable contract did not exist in the
absence of the required approval. Thus, we reject Appellant’s suggestion
that a signature was necessary.
In viewing the agreement’s plain terms, we further conclude that
Appellant intended the terms of that contract to be binding. The agreement
defined Appellant as a “party.” The parties expressed a mutual desire to
extinguish their rights and claims and to settle Balmoral Homeowners
Maintenance Corp., et al, v. Yen and Michael Pasquarello, Delaware County
Court of Common Pleas, 10-13391. In addition, it was agreed that new vinyl
siding would be installed on the Pasquarellos’ home. The agreement has a
choice of venue clause included that clearly delineates that any action
necessary to enforce any provision of the agreement shall be brought in
Delaware County. Here, as explained below, Appellant sought damages
allegedly incurred when it endeavored to install vinyl siding, as per the terms
of the agreement, and the Pasquarellos allegedly interfered with that work.
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Thus, Appellant’s claims sought recovery for expenses incurred in attempting
to fulfill obligations under the agreement.2 Thus, it was required to do so in
Delaware County. Hence, sustaining preliminary objections and transferring
the case to the appropriate court was proper.
We also reject Appellant’s claim that the present dispute did not arise
under the agreement. Appellant’s complaint alleged, in pertinent part:
* * *
7. On May 1, 2012, [Appellant] entered into a written
agreement with the owner and the owner’s husband,
hereinafter called “the settlement agreement,” whereby
[Appellant] undertook to make certain improvements to the
unit. [Appellant attached a copy of the agreement to the
complaint as an exhibit.]
8. Pursuant to the settlement agreement, [Appellant]
entered into a written contract with a home improvement
company known as KPI 2 to make certain improvements to
unit 319, hereinafter called “the first contract.”
9. On or about August 7, 2012, the owner’s husband
interfered with the first contract by refusing to allow KPI 2
to install siding at the unit, as had been promised by
[Appellant] in the settlement agreement.
10. Thereafter, the owner claimed that [Appellant] had
failed to perform its obligations under the settlement
agreement and on or about July 3, 2013, pursued frivolous
legal proceedings in the Court of Common Pleas of Delaware
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2
We reject Appellant’s suggestion that its complaint also encompassed
allegations that the Pasquarellos’ failed to pay unpaid association dues and
assessments as a reason to deny the transfer. It seems clear that the
failure to pay dues and assessments is intertwined with the claim that
contracting work was not completed.
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County which caused [Appellant] to incur otherwise
unnecessary legal expenses.
11. Thereafter, pursuant to the settlement agreement,
[Appellant] entered into a written contract with a different
home improvement company known as Ingram to make
certain improvements to unit 319, hereinafter called “the
second contract.”
12. On or about May 12, 2014, the owner’s husband
interfered with the second contract by refusing to allow
Ingram to install siding at the unit, as had been promised
by [Appellant] in the settlement agreement.
13. The owner’s husband knew, or should have known, that
his conduct on August 7, 2012, and on May 12, 2014, would
prevent the contractors who had been hired by [Appellant]
to perform its obligations under the first contract and the
second contract.
Complaint, 5/23/2014, at 2-3 (page numbers supplied). Appellant seeks
specific monetary damages that resulted.
Curiously, as set forth above, Appellant’s complaint maintains that it
was acting pursuant to the terms of the agreement when the Pasquarellos
purportedly interfered with construction. Thus, Appellant’s complaint
concedes that it entered into the agreement at issue. However, in arguing
that the venue provision in the agreement does not apply, Appellant changes
tactic and claims it was not a party to the agreement. In filing the complaint
and requesting damages because it could not fulfill its obligation under the
agreement, Appellant’s intent to be bound by the terms of the agreement is
clear for this additional reason. Thus, Appellant is bound to the choice of
venue clause, as well. Accordingly, we discern no error in granting the
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Pasquarellos’ preliminary objections and transferring the case to Delaware
County.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 6/5/2015
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