In Re: Estate of Caruso, P., Appeal of: Caruso, G. , 176 A.3d 346 ( 2017 )

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2017 PA Super 390IN RE: ESTATE OF PETER J. CARUSO, III, IN THE SUPERIOR COURT OF
DECEASED PENNSYLVANIA
APPEAL OF: GERALDINE CARUSO
No. 1711 WDA 2016
Appeal from the Order Entered October 18, 2016
In the Court of Common Pleas of Allegheny County
Orphans' Court at No(s): 3623 of 2015
BEFORE: BOWES, LAZARUS, AND OTT, JJ.
OPINION BY BOWES, J.: FILED DECEMBER 12, 2017
Geraldine Caruso appeals from the October 18, 2016 order granting
summary judgment in favor of Sandra A. Caruso, the Executrix of the Estate
of Peter J. Caruso, III, (“Executrix”) in this equity action. After thorough
review, we reverse the grant of summary judgment and remand for further
proceedings consistent with this opinion.
Geraldine commenced this action against Executrix in the Court of
Common Pleas of Allegheny County. In her complaint, she alleged the
following. Hays Land Company (“HLC”) was a general partnership formed on
or before December 12, 1983. The original partners were Mary Ann Caruso
and her sons, Peter J. Caruso, III, and John D. Caruso, Geraldine’s deceased
husband. On December 31, 1997, Mary Ann sold her interest in the
Partnership to the remaining partners in equal shares, and Peter and John
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operated it until John’s death in 2003. Geraldine pled that, thereafter, she
and Peter were general partners each owning a fifty percent interest in HLC.
Peter died on May 18, 2015. Geraldine averred that at the time of
Peter’s death, the 1983 Partnership Agreement was in full force and effect.
In accordance with the Agreement’s buy-sell provision governing dissolution
upon the death of a partner, Geraldine notified Executrix that she intended
to purchase Peter’s partnership interest. That provision stated that, upon
dissolution due to the death of a partner, the “remaining Partner shall have
the obligation within ninety (90) days from the date of death of the
deceased Partner to purchase the interest of the deceased Partner in the
Partnership and to pay to the personal representative of such deceased
Partner the value thereof . . .” Complaint, at ¶20.
Geraldine calculated that the sum of $117,762.50 was due for Peter’s
interest, and she tendered the first of nine payments towards the purchase
on August 12, 2015. On that same date, counsel for Executrix advised
Geraldine’s counsel that the 1983 Partnership Agreement was not in effect at
Peter’s death, and returned the check. Geraldine pled that she was “ready,
willing, and able to purchase the partnership interest of Peter,” as required
under the terms of the Partnership Agreement, but that Executrix “has
refused, and continues to refuse to honor” the duty to sell. Id. at ¶¶ 34, 35.
Geraldine asked the court to order Executrix “to perform specifically the
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provisions of the Partnership Agreement as they relate to the sale and
purchase of the deceased Partner’s interest.” Id. at ¶ 36.
At count II, Geraldine pled that Peter formed a limited liability
company known as Hays Land Company-Pittsburgh, LLC. Id. at ¶40. On
or about April 30, 2015, without her knowledge, he executed a Joint Written
Consent of Partner and Member in Lieu of Meeting on behalf of the
Partnership, purporting to merge the Partnership with the newly-formed LLC.
She alleged that Peter did not have the authority under the law or the
Partnership Agreement to cause the merger, and she asked the court to
declare the merger null and void. Id. at ¶¶49, 50, 51.
Executrix filed an answer and new matter in which she averred that
the original partnership was dissolved upon the death of John D. Caruso, and
that Geraldine and Peter formed a new partnership that was not governed by
any agreement. Answer, ¶ 7. She alleged that the Partnership Agreement
and, specifically, the buy-sell provision, had no application to the second
partnership formed by Peter and Geraldine. Moreover, she pled that when
Peter merged the HLC partnership into the LLC on or about April 30, 2015,
Geraldine’s fifty percent interest in the partnership was exchanged for a fifty
percent interest in the LLC. As a result of the merger, all assets of the
Partnership were held by the LLC as of Peter’s death. Finally, Executrix pled
that Peter was within his rights to execute the Joint Consent and to merge
the Partnership into the LLC.
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Executrix filed a motion for summary judgment on September 1, 2016,
in which she asserted the Dead Man’s Act prevented Geraldine from offering
oral testimony regarding the nature of her agreement with Peter, and thus
effectively precluded Geraldine from proving her case. Geraldine opposed
the motion, but the court granted summary judgment on October 17, 2016,
without a hearing. Geraldine timely appealed and raises two questions for
our review:
I. Did the trial court abuse its discretion and commit an error
of law in granting the Estate’s motion for summary
judgment when there was substantial evidence, including
admissions by the Decedent, that the partnership
agreement remained in full force and effect?
II. Did the trial court abuse its discretion and commit an error
of law in deciding that one partner, having 50% ownership
interest in the partnership, could make fundamental
changes to the partnership unilaterally, without the other
50% partner’s knowledge or consent?
Appellant’s brief at 4 (unnecessary capitalization omitted).
Summary judgment can be entered “only in those cases where the
record clearly demonstrates that there is no genuine issue of material fact
and that the moving party is entitled to judgment as a matter of law.”
Summers v. Certainteed Corp., 997 A.2d 1152, 1159 (Pa. 2010) (quoting
Atcovitz v. Gulph Mills Tennis Club, Inc., 812 A.2d 1218, 1221 (Pa.
2002). When the trial court considers such a motion, it must view “all facts
of record and all reasonable inferences therefrom in a light most favorable to
the non-moving party[,]” and “resolve all doubts as to the existence of a
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genuine issue of material fact against the moving party.” Id. Summary
judgment is properly granted only “where the right to such judgment is clear
and free from all doubt.” Id.Our scope of review of an order “granting or denying summary
judgment is plenary, and our standard of review is clear: the trial court's
order will be reversed only where it is established that the court committed
an error of law or abused its discretion." Universal Health Services, Inc.
v. Pennsylvania Property and Casualty Insurance Guaranty Assoc.,
884 A.2d 889, 892 (Pa.Super. 2005) (citation omitted). “We examine the
record, which consists of all pleadings, as well as any depositions, answers
to interrogatories, admissions, affidavits, and expert reports, in a light most
favorable to the non-moving party, and we resolve all doubts as to the
existence of a genuine issue of material fact against the moving party.” LJL
Transp., Inc. v. Pilot Air Freight Corp., 962 A.2d 639, 647 (Pa. 2009)
(citations omitted).
Since the issue of whether there are genuine issues of material fact is
a question of law, our standard of review on that issue is de novo, and we
need not defer to the determination of the trial court in this regard. Id.Furthermore, in resolving a question of law, we review the issue in the
context of the entire record. Weaver v. Lancaster Newspapers, Inc.,
926 A.2d 899, 903 (Pa. 2007).
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Certain principles regarding general partnerships inform our review.
Under the Uniform Partnership Act (“UPA”), whether a partnership exists
depends upon whether the parties intended to be parties. No formal or
written agreement is required. Murphy v. Burke, 311 A.2d 904 (Pa. 1973).
A partnership may be found to exist by implication from the circumstances
and manner in which the business was conducted. DeMarchis v. D'Amico,
637 A.2d 1029 (Pa.Super. 1994). Furthermore, under Pennsylvania’s UPA, a
partnership was not a legal entity separate from its partners and had no
residence or domicile distinct from that of its partners. 1 “It is rather a
relation or status between two or more persons who unite their labor or
property to carry on a business for profit.” Svetik v. Svetik, 547 A.2d 794,
797-798, (Pa.Super. 1988) (quoting Tax Review Board of the City of
Philadelphia v. D.H. Shapiro Co., 185 A.2d 529, 533 (Pa. 1962)).
Preliminarily, we note the following. There is no dispute that Geraldine
and Peter were partners in HLC at the time of the purported merger on or
about April 30, 2015. Geraldine maintained that neither the UPA nor the
Partnership Agreement authorized Peter’s unilateral merger of the
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1
The Pennsylvania Uniform Partnership Act, 15 Pa.C.S. § 8301 et seq., was
in effect at all relevant times herein. The General Assembly subsequently
repealed the statute by Act 2014-172, effective July 1, 2015, known as the
Association Transactions Act, and the Associations Code, 2016, Nov. 21, P.L.
1328, No. 170, § 25, effective February 21, 2017. The Uniform Partnership
Act of 2016, is located at 15 Pa.C.S.§ 8411 et seq.
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Partnership into the LLC, and hence, the merger was null and void. The trial
court concluded that, since partners “have equal rights in the management
and conduct of the partnership business[,]” the Dead Man’s Act would bar
Geraldine from producing any evidence that Peter could not have legally
merged the partnership into the LLC unilaterally, and thus, summary
judgment was appropriate on this issue. Since a finding that the merger
was valid would render moot Geraldine’s claim for specific performance, we
will address the merger issue first.
The Dead Man's Statute is codified at 42 Pa.C.S. § 5930, and provides
in pertinent part:
Except as otherwise provided in this subchapter, in any civil
action or proceeding, where any party to a thing or contract in
action is dead, or has been adjudged a lunatic and his right
thereto or therein has passed, either by his own act or by the act
of the law, to a party on the record who represents his interest
in the subject in controversy, neither any surviving or remaining
party to such thing or contract, nor any other person whose
interest shall be adverse to the said right of such deceased or
lunatic party, shall be a competent witness to any matter
occurring before the death of said party or the adjudication of his
lunacy unless the action or proceeding . . . [exceptions
inapplicable herein].
42 Pa.C.S. § 5930. This Court has stated that “The purpose of the dead
man's act is to prevent the injustice that would result from permitting a
surviving party to a transaction to testify favorably to himself and adversely
to the interest of the decedent when the representative of the decedent
would be hampered in attempting to refute the testimony by reason of the
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death of the decedent.” In re Estate of Petro, 694 A.2d 627, 632
Pa.Super. 1997); in accord In re Fiedler, 132 A.3d 1010, 1013 (Pa.Super.
2016) (“the law should not permit the surviving party to testify since he
could lie and attempt to testify favorably to himself and adversely to the
deceased party, knowing the other party is incapable of contradicting the
fallacious testimony.”).
As Geraldine points out, Executrix admitted in her Answer and New
Matter that Peter acted unilaterally in merging the HLC partnership into the
LLC. According to Executrix, however, Peter’s April 30, 2015 merger of the
partnership into the LLC without Geraldine’s knowledge or consent was
authorized under §§ 83212 and 83313 of the UPA. Geraldine counters that
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2
15 Pa.C.S. § 8321, entitled “Partner agent of partnership as to
partnership business,” provides:
(a) General rule.-Every partner is an agent of the partnership
for the purpose of its business and the act of every
partner, including the execution in the partnership name of
any instrument, for apparently carrying on in the usual
way the business of the partnership of which he is a
member binds the partnership unless the partner so acting
has in fact no authority to act for the partnership in the
particular matter and the person with whom is dealing has
knowledge of the fact that he has no such authority.
....
(b) Limitations on authority of individual partners.-
Unless authorized by the other partners or unless they
have abandoned the business, one or more but less than
all the partners have no authority to:
(Footnote Continued Next Page)
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Peter’s unilateral action without her knowledge and consent was not
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(Footnote Continued)
(1) Assign the partnership property in trust
for creditors or on the promise of the
assignee to pay the debts of the
partnership.
(2) Dispose of the goodwill of the business.
(3) Do any other act which would make it
impossible to carry on the ordinary
business of a partnership.
....
15 Pa.C.S. § 8321 (repealed).
3
15 Pa.C.S. § 8331 (repealed by Act 2016-170, approved November
21, 2016, effective February 21, 2017), provides in pertinent part:
(8) Any difference arising as to ordinary matters connected with
the partnership business may be decided by a majority of the
partners but no act in contravention of any agreement between
the partners may be done rightfully without the consent of all
the partners.
The subject matter of the former § 8331(8) is contained in § 8441(j) of the
new Associations Code, which provides: “A difference arising as to a matter
in the ordinary course of business of a partnership may be decided by a
majority of the partners. An act outside the ordinary course of business of a
partnership and an amendment to the partnership agreement may be
undertaken only with the affirmative vote or consent of all the partners.”
The 2016 Committee Comment to § 8441(j) explains that “the prior law
required majority consent for ordinary matters and unanimous consent for
amending the partnership agreement, but was silent regarding extraordinary
matters. This subsection requires unanimous consent for extraordinary
matters.”
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authorized under the UPA or the 1983 Partnership Agreement, and thus,
there was no merger. Hence, the Partnership was ongoing at Peter’s death.
She argues that restructuring the general partnership and transferring the
interests of the general partnership to an LLC is not conduct consistent with
mere “management and conduct of the partnership business,” which
partners have equal rights to do under § 8331 of the UPA. Rather, Geraldine
contends that Peter’s purported merger was not an act undertaken in the
ordinary course of business, and thus, it required the consent of all the
partners. 15 Pa.C.S. § 8331(8). She maintains that her testimony was
unnecessary to substantiate her claim for declaratory relief.
We find that the validity of Peter’s purported merger of the Partnership
into the LLC did not hinge on Geraldine’s ability to testify. First, in order to
be entitled to summary judgment based on the merger, Executrix bore the
burden of proving that a merger took place. The documents supplied by
Executrix fall short of conclusive proof that a merger was consummated on
or about April 30, 2015.4
Second, whether a merger is an act contemplated within the term
“carrying on of the business of the partnership” is a question of law. 15
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4
Executrix’s documentation of the alleged April 30, 2015 merger consisted
of merely a plan for merger and a docketing statement, neither of which
established that a merger was approved. Absent such evidence, Executrix is
not entitled to summary judgment on the issue of its validity.
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Pa.C.S. § 8321. The purported merger terminated the ordinary business of
the Partnership, an act that arguably would fall within the scope of actions
requiring the consent of all partners under § 8321(b). Nor do we agree with
the trial court that § 8331(5), which provides that “partners have equal
rights in the management and conduct of the partnership business,” permits
one partner to unilaterally merge the partnership into an LLC without the
consent of the other. In any event, there are numerous factual and legal
issues surrounding the validity of the purported merger herein, and
Executrix’s right to judgment as a matter of law is not “clear and free from
doubt.” LJL Transp., Inc. v. Pilot Air Freight Corp., 962 A.2d 639, 647
(Pa. 2009).5 The trial court erred in utilizing the Dead Man’s Act to grant
summary judgment in favor of Executrix on the validity of the merger.
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5
The parties assume that a general partnership could be merged into an LLC
in April 2015, a premise we find legally faulty. A general partnership formed
pursuant to the UPA was not an “entity,” but rather “an association of two or
more persons to carry on as co-owners a business for profit.” 15 Pa.C.S. §
8301(a). Recently, Act 2014-172, effective July 1, 2015, known as the
Association Transactions Act, defined an association as “A corporation, a
partnership, a limited liability company, a business trust or two or more
persons associated in a common enterprise or undertaking.” 15 Pa.C.S. §
102 Historical and Statutory Notes. The Act “integrat[ed] the law on
corporations and other associations by enacting provisions applicable to all
forms of associations and authorizing transactions involving any form of
association.” Sections 1 and 1.1 of 2014, Oct. 22, P.L. 2640, No. 172,
effective July 1, 2015.
Until the effective date of this legislation, which was after Peter’s death,
general partnerships were not “entities” that could be merged into other
(Footnote Continued Next Page)
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Having concluded that it was error to grant summary judgment on the
merger issue, we turn now to Geraldine’s first issue regarding the propriety
of the trial court’s reliance upon the Dead Man’s Act to grant summary
judgment on her specific performance claim. The court concluded that
Geraldine was incompetent to testify as to the nature of her partnership
agreement with Peter under the Dead Man’s Act, and that without her
testimony, she could not produce clear and convincing evidence that the
Partnership continued after John’s death and that the 1983 Partnership
Agreement’s buy-sell provisions governed.
Geraldine counters that dissolution upon the death of a partner is not
automatic, and that there was no liquidation and buy-out when John died.
She points out that partners, or a deceased partner’s legal representative,
may agree not to dissolve a partnership upon the death of a partner. 13
Summ. Pa. Jur. 2d Business Relationships § 16:14 (2d ed.). Geraldine
contends that she, as John’s legal representative, and Decedent agreed to
continue the Partnership pursuant to the Partnership Agreement. Geraldine
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(Footnote Continued)
entities. Under the new partnership laws, a partnership agreement cannot
vary statutory rules governing the right of a partner to approve a merger.
See 15 Pa.C.S. §8415 and provisions cited therein.
Since the purported merger of the HLC general partnership into the LLC
occurred on or about April 30, 2015, which pre-dated the effective date of
the legislation that would permit such a merger, it may have been null and
void for this reason as well.
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argues that the Dead Man’s Act only bars oral testimony about pre-death
events from a person adverse to the decedent. While she may be
incompetent to testify regarding her agreement with Peter, Geraldine
contends that she is not precluded from offering testimony from non-
adverse witnesses.
In addition, she relies upon In re Rider’s Estate, 409 A.2d 397, 400
(Pa. 1979), for the proposition that the Dead Man’s Act does not bar the
introduction of documents, and “[w]ritten testimony offered by an adverse
surviving party is not rendered incompetent by the” Act. See also Larkin
v. Metz, 580 A.2d 1150 (Pa.Super. 1990) (holding in dispute over existence
of contract involving a deceased party that the Dead Man’s Act did not bar
written evidence or preclude incompetent witness from testifying for purpose
of identifying documents). Geraldine contends that she has produced
sufficient competent evidence to raise a genuine issue of material fact that
the 1983 Partnership Agreement governed her partnership with Peter.
In support of her position that the original partnership continued,
Geraldine offered admissions in the pleadings from an equity case she filed
against Peter, HLC, and Peter J. Caruso & Sons, Inc. at No. G.D. 13-6302,
hereinafter the “prior case.” In that prior case, Geraldine pled that she and
Peter each owned fifty percent interest in the Hays Land Company
partnership. Complaint, “Prior Case,” ¶¶ 6-9. Peter Caruso admitted the
truth of this allegation in a verified answer. He also admitted that the Hays
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Land Company general partnership was formed on or before December 1983
and that “[t]he original general partners of Defendant Hays Land Company
were Mary Ann Caruso, Peter J. Caruso, III and John D. Caruso (Plaintiff
Geraldine Caruso’s deceased husband).” Id. at ¶¶ 16, 17. Appended to the
complaint in the prior case was the 1983 Partnership Agreement for Hays
Land Company, which Geraldine pled was controlling. Peter did not
specifically deny that the Agreement governed. According to Geraldine, one
could reasonably infer from these admissions that the partnership of Peter
and Geraldine was the continuation of the original partnership governed by
the 1983 Partnership Agreement.6
As additional evidence that the 1983 Partnership Agreement governed
their partnership, Geraldine pointed to the pattern of conduct. Paragraph
three of the Agreement, “Term of Partnership,” provided that the Partnership
“shall continue until dissolved by mutual agreement of the parties or
terminated as herein provided.” Partnership Agreement, at ¶3. She
supplied financial documents of HLC that she maintains prove that the
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6
In the prior case, Geraldine charged, inter alia, that Peter had excluded her
from meaningful involvement in the business of the Partnership, denied her
access to the books, and made substantial business decisions without
seeking her input or permission. Prior Case, Complaint at ¶¶ 34, 36, 38.
She sought a formal accounting and monetary damages, as well as
injunctive relief barring Peter from excluding her from meaningful
participation in the Partnership. The status of that litigation is not clear from
the record.
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process outlined in paragraph twelve of the Partnership Agreement for the
dissolution of the Partnership upon the death of a partner was not followed
when her late husband John died. Thus, she contends, she is entitled to the
inference that the Partnership continued since it was not terminated upon
John’s death as provided in the Agreement. At the very least, Geraldine
argues that the Partnership financial and business records were sufficient to
establish a genuine factual dispute as to whether the Partnership continued
after John’s death.
Finally, Geraldine maintains that, even if HLC automatically dissolved
upon John’s death, the Partnership Agreement continued to govern the
partnership between herself and Peter. She avers that the foregoing
documents and course of dealing reveal an intent on the part of Peter and
herself that the Partnership remain subject to the terms of the 1983
Partnership Agreement.
Executrix counters that continuation of the business was not
conclusive of whether Peter intended to make Geraldine a partner in the
original partnership. She contends that Geraldine and Peter formed a new
partnership that, in the absence of a new partnership agreement, was
governed by the UPA, not the 1983 Agreement. Under the UPA, Executrix
maintains that there was no mandatory buy-out provision such as the one
contained in the 1983 Agreement.
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It is undisputed that the 1983 Partnership Agreement governed the
HLC partnership of John and Peter. Although Executrix contends that the
Partnership dissolved as a matter of law upon John’s death, the language of
the Agreement suggests the contrary. The Agreement provided that the
Partnership “shall continue until dissolved by mutual agreement of the
parties or terminated as herein provided.” Partnership Agreement, at ¶ 3.7
The financial documents do not reflect that there was a settlement or
liquidation of John’s interest as outlined in Paragraph fourteen of the
Partnership Agreement.
Geraldine concedes that she is incompetent to offer testimony
regarding her agreement with Peter prior to his death. However, she is
correct that non-party witnesses are permitted to offer testimony that would
shed light on the terms of the agreement. Although she did not supply
affidavits or deposition excerpts from those witnesses setting forth the
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7
Paragraph eleven provided for withdrawal of a partner at the end of any
accounting period with notice. Paragraph twelve authorized the remaining
partners to continue the Partnership business by purchasing the interest of a
partner “[o]n dissolution of the Partnership by the withdrawal or other act of
a Partner.” Id. at ¶ 12. Paragraph thirteen set forth the manner in which
the purchase price of a withdrawing or terminated partner would be
calculated. Executrix relied solely on the death of John as the basis for
dissolution of the Partnership.
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substance of their anticipated testimony,8 she is not precluded from offering
non-adverse witnesses at trial. The question is whether Geraldine, the non-
moving party, provided sufficient evidence not barred by the Dead Man’s
Act, to raise a genuine issue of material fact as to whether the 1983 General
Partnership continued after John’s death with Geraldine stepping into her
late husband’s shoes. We answer that question in the affirmative.
We find support in the record for Geraldine’s contention that
dissolution of the Partnership was not automatic upon John’s death. The
Partnership was not terminated in accordance with the Agreement following
John’s death, i.e., there was no buy-out of John’s share that would have
been mandatory following dissolution due to death of a partner. Partnership
Agreement, ¶14. Such a course of conduct is compelling evidence that the
parties intended to continue the partnership.
This inference is bolstered by the tax returns from 1998 through 2014,
signed by Peter, that recite that HLC was formed in 1979, and reflect the
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8
Although a motion for summary judgment is premature until the close of
discovery, it does not appear that the parties engaged in extensive
discovery. The absence of interrogatory answers and deposition testimony
herein is likely due to the fact that a decedent’s representative relying upon
the Dead Man’s Act waives the protection of the Act when he or she takes a
deposition or serves written interrogatories. See Olson v. North Am.
Indus. Supply, 658 A.2d 358, 364-65 (Pa.Super.1995); see also Estate
of Kofsky, 409 A.2d 1358 (Pa. 1979) (finding waiver where a claimant
proceeding against the decedent’s representative testifies as to facts
occurring after decedent’s death, and is cross-examined regarding matters
occurring during decedent’s lifetime).
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same employer identification number for HLC for more than three decades.
In addition, Peter’s admissions in the prior case that he and Geraldine were
partners in the Hays Land Company, a Pennsylvania General Partnership,
formed on or before December 12, 1983, which was the same partnership
formed by John, Peter, and Mary Ann, is powerful evidence that the original
partnership continued. While technically these are extra-judicial admissions,
rather than judicial admissions that would eliminate the need for proof of
these facts, they were unequivocal and made in circumstances where they
were legally binding. See Durkin v. Equine Clinics, Inc., 546 A.2d 665,
670 (Pa.Super. 1988) (explaining distinction between judicial admissions
that withdraw a fact from issue and “informal judicial admissions” consisting
of testimony by a party at a prior trial or deposition that may dispense with
the need for proof where they are “unequivocal and clear”);
C.f. Intili v. Salak, 589 A.2d 761 (Pa.Super. 1991) (verified pleadings in a
prior action between the parties, which culminated in a decree or final
judgment, acted as res judicata or collateral estoppel in the subsequent
proceedings).
In addition to finding that summary judgment was not proper on the
merger issue, we find that there was sufficient competent evidence that
Geraldine and Peter’s partnership was governed by the 1983 Partnership
Agreement at the time of his death to present a genuine issue of material
fact. Peter’s admissions in the prior case, the tax returns, Schedule Ks,
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Peter’s representations in the merger plan, as well as Executrix’s admissions
herein, taken in the light most favorable to Geraldine, the non-moving party,
were sufficient without Geraldine’s testimony to withstand summary
judgment. The trial court’s grant of summary judgment based on the Dead
Man’s Act was improper.
Order reversed. Case remanded for further proceedings consistent
with this adjudication. Jurisdiction relinquished.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 12/12/2017
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