Linde, E. v. Linde, S. ( 2019 )

J-A01045-19
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
ERIC LINDE : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
:
v. :
:
:
SCOTT LINDE, :
:
Appellant : No. 1078 EDA 2018
Appeal from the Order Entered March 6, 2018
In the Court of Common Pleas of Wayne County Civil Division at No(s):
167-CIVIL-2016
BEFORE: OTT, J., STABILE, J., and McLAUGHLIN, J.
MEMORANDUM BY McLAUGHLIN, J.: FILED MAY 21, 2019
Scott F. Linde appeals from the order granting his emergency motion
for stay of execution pending appeal but requiring that he execute certain
documents to be held in escrow. We affirm.
The facts of the underlying case are set forth in the opinion docketed at
the companion case, Linde v. Linde, No. 451 EDA 2018. In that case, we
upheld the trial court’s finding that Scott breached the parties’ Settlement
Agreement and that Eric did not breach it. The court ordered specific
performance of the Settlement Agreement, and Scott appealed. The
Settlement Agreement provided that, in exchange for Eric’s stock in two
companies, Scott would pay an initial payment of $1,000,000 and five
installment payments of $200,000. It further required that Scott transfer to
Eric his partnership interests in Cloverleaf Partners, Golf Hill Partners, CWERSF
J-A01045-19
Partnership, and his interest as a tenant in common in land in Texas Township.
Eric and his son were to resign as officers of LEI.
On February 6, 2018, Scott filed an “Emergency Motion for Stay of
Execution Pending Appeal Pursuant to Pa.R.A.P. 1731, Et Seq., and Approval
of Form of Security for Appeal.” Eric responded, noting that the judgment
included monetary and non-monetary relief and arguing that the dollar figure
of the bond was inadequate because it did not include the final $200,000
payments that would be due under the Settlement Agreement. On February
12, 2018, Scott filed an “Amended Emergency Motion for Stay of Execution
Pending Appeal Pursuant to Pa.R.A.P. 1733, et seq., and approval of form of
security for appeal as well as approval of Certain Terms and Conditions to
Preserve Status Quo.” Scott had obtained a bond for 100% of the monetary
amount ($2,246,733), and Eric agreed this amount was sufficient. Scott
further averred that Eric had presented him with a set of proposed documents
to be executed and delivered to the Prothonotary of Wayne County to be held
in escrow pending the outcome of the appeal. Scott also drafted a set of
documents. The parties agreed on the following documents: Praecipes to
Discontinue the 13 pending actions the parties had commenced against each
other prior to the Settlement Agreement; Resignations for both Eric and Gary
Linde as officers and directors of LEI; Deed from Scott to Eric for property in
Texas Township, Wayne County; the LEI Resolution; and the Stock Purchase
Agreement.
-2-
J-A01045-19
In the Amended Motion, Scott alleged the parties had two
disagreements as to the remaining documents. First, for the Transfers of
Partnership Interest in CWERSF, Golf Hill Farms and Cloverleaf, the parties
were unable to agree to whether the following lines should be included:
“subject to the terms of the Cloverleaf Partnership Agreement dated January
25, 1982,” “subject to the terms of the Golf Hill Farms Partnership Agreement
dated December 11, 1989,” and “subject to the terms of CWERSF Partnership
Agreement dated __ day of ______, 1978 and Amendment dates December
11, 1989.” Amended Emergency Motion, filed Feb. 12, 2018, at ¶ 21. Scott
wanted these lines included, but Eric did not.
Second, the parties were unable to agree as to the language for the
Mutual and General Release. Eric objected to the inclusion of the following:
“but excepting, excluding and reserving from this Mutual and General release
the right and ability of the Defendants, Scott F. Linde and Scott F. Linde as
Trustee of the Scott F. Linde Family S Corporation Trust to institute any actions
in law or equity which could be asserted by them as a Shareholder of Linde
Enterprises, Inc. against [Eric].” Id.
The trial court held a hearing. On March 6, 2018, it entered an order
granting the Amended Emergency Motion. It approved the supersedeas bond
submitted by Scott. It further approved the documents that Eric submitted for
the Transfer of Partnership Interest in CWERSF, Transfer of Partnership
Interest in Cloverleaf Partners, and Transfer of Interest in Golf Hill Farms
Partnership, which did not subject the transfers to the terms of the Partnership
-3-
J-A01045-19
Agreements. The court ordered the documents to be held in escrow with the
Prothonotary of Wayne County.1 It further ordered that the Mutual and
General Release be held in escrow, but that it include the following
modification:
2. General Release: For and in consideration of mutual
promises contained herein, Defendant hereby irrevocably
release and forever unconditionally discharge Plaintiffs and
any and all of Plaintiffs predecessors, related or affiliated
entities, as well as their respective officers, directors,
shareholders, attorneys, insurers, trustees, partners,
present and former employees, agents, successors, assigns,
heirs, executors and administrators, both individually and in
their official capacities . . . , of and from any and all actions,
causes of action, suits, claims, counterclaims, cross claims,
debts, dues, accounts, bonds, covenants, charges,
complaints, contracts, agreements, promises, judgment and
demands whatsoever, in law or in equity, against Plaintiffs
and the Plaintiff Related Parties which the Defendants and
the Defendant Related Parties had on or before June 9,
2014.
Order, filed Mar. 6, 2018 (emphasis in original).
It also ordered all documents agreed to by the parties to be held in
escrow.
Scott filed a Notice of Appeal, and raises the following issues:
1. Did the lower Court commit an abuse of discretion and
an error of law in its March 6, 2018 Order by imposing the
Performance Conditions upon Scott when the Supersedeas
Bond in the amount of $2,046,733.00 was approved
because the extraordinary Performance Conditions imposed
upon Scott by the Court required Scott to execute all
documents required for a Closing, even though the
____________________________________________
1 Scott did not challenge before the trial court the authority of the
Prothonotary to hold executed documents in escrow pending appeal.
-4-
J-A01045-19
conditions precedent to a Closing, if any, had not been
satisfied by Eric, and because the conditions precedent had
not been satisfied by Eric, the Performance Conditions
wrongfully imposed by the Court are premature and exceed
the authority of the Court based upon the Appellate Rules of
Procedure?
2. Did the lower Court commit an abuse of discretion and
an error of law in its March 6, 2018 Order by imposing and
ordering the Performance Conditions when granting the
Supersedeas Bond for the appeal of the trial Courts March
6, 2018 Order, which Performance Conditions exceed the
rules of Appellate Procedure and which should not be
compelled prior to Eric’s satisfaction of the conditions
precedent set forth in the Settlement Agreement being
satisfied because said Performance Conditions include
conditions of specific performance which are premature and
improper based upon the failure of performance by Eric?
3. Did the lower Court commit an abuse of discretion and
an error of law in its March 6, 2018 Order by imposing and
ordering the overbroad Performance Conditions on the
Supersedeas Bond which are the subject of the trial Court's
March 6, 2018 Order?
4. Did the lower Court commit an abuse of discretion and
an error of law in its March 6, 2018 Order by imposing and
ordering the Performance Conditions on the Supersedeas
Bond which are the subject of the trial Court's March 6, 2018
Order for which the mechanism for determining such
compliance is impossible to determine?
Scott’s Br. at 12-14.
Although Scott lists four issues, he has only one section in his brief’s
argument section. We will address only those issues that we can discern from
the argument section of the brief.
Scott maintains he obtained the monetary bond required for the
automatic supersedeas and therefore is entitled to the stay of execution during
appeal based on this bond. He argues that Eric will not be harmed because
-5-
J-A01045-19
the monetary security is with the Prothonotary, and therefore the trial court
should not have required him to execute the additional documents.
Rule 1731 provides for an automatic supersedeas for the orders for
payment of money:
(a) General rule. Except as provided by subdivision (b), an
appeal from an order involving solely the payment of money
shall, unless otherwise ordered pursuant to this chapter,
operate as a supersedeas upon the filing with the clerk of
the lower court of appropriate security in the amount of
120% of the amount found due by the lower court and
remaining unpaid. Where the amount is payable over a
period of time, the amount found due for the purposes of
this rule shall be the aggregate amount payable within 18
months after entry of the order.
Pa.R.A.P. 1731(a). Rule 1733 governs requirements for supersedeas on
agreement or application, providing:
(a) General rule. An appeal from an order which is not
subject to Rule 1731 (automatic supersedeas of orders for
the payment of money) shall, unless otherwise prescribed
in or ordered pursuant to this chapter, operate as a
supersedeas only upon the filing with the clerk of the court
below of appropriate security as prescribed in this rule.
Either court may, upon its own motion or application
of any party in interest, impose such terms and
conditions as it deems just and will maintain the res
or status quo pending final judgment or will facilitate
the performance of the order if sustained.
Pa.R.A.P. 1733(a) (emphasis added).
Although the Rules provide for an automatic supersedeas when a bond
is secured for monetary judgments, the Rules also provide that a court may
“impose such terms and conditions as it deems just and will maintain the res
or status quo pending final judgment or will facilitate the performance of the
-6-
J-A01045-19
order if sustained.” Pa.R.A.P. 1733(a). Here, the court stated that “[t]o
facilitate the performance of the July 19, 2017 Verdict, and resolve this
eighteen (18) year dispute, this Court imposed conditions that would facilitate
the performance of the entire Verdict.” Trial Court Opinion, filed May 31, 2018,
at 2 (“1925(a) Op.”). As the order appealed from required monetary payment
and specific performance, this was not error.
Scott next notes that he and Eric agreed on the terms of various
documents that would be executed and held pending appeal. He claims that
Eric objected to the inclusion of language in the document transferring Scott’s
partnership interest, which would subject the transfer to the terms of the
partnership agreement. Scott claims that this limiting language is needed “in
the event that an impediment occurs to the transfer of a partnership interest
from Scott to Eric.” Scott’s Br. at 33.
Scott also argues that Eric objected to inclusion of a line in the general
release that would except from the release “the right and ability of [Scott and
the Scott Trust] to institute any actions in law or equity which could be
asserted by them as a Shareholder of Linde Enterprises against the Plaintiffs
and the action of CWERSG, Golf Hill Farms, Scott F. Linde, Individually and as
a partner of CWERFS and Golf Hill Farms and Barbara J. Linde, Individually
and as a partner of CWERSF and Golf Hill Farms v. Eric R. Linde, Individual
and as a partner of CWERSF and Golf Hill Farms to No. 363-CV-2017 in the
Court of Common Pleas of Wayne County.” Scott’s Br. at 33-34. He claims he
and the Scott Trust “must have the right to initiate any action in law or equity
-7-
J-A01045-19
which could be asserted by them as a Shareholder of LEI against Eric due to
the fact that Eric, as majority and controlling shareholder of LEI had absolute
control of LEI since January 1, 2013 and would continue to have absolute
control until the Settlement Date.” Id.
“The decision to grant or deny a stay pending appeal is vested in the
trial court's discretion and will not be reversed absent a clear abuse of that
discretion.” In re Estate of Hartman, 582 A.2d 648, 653 (Pa.Super. 1990).
Here, the trial court found:
The July 19, 2017 Verdict found [Scott] in breach of the June
9, 2014 Settlement Agreement and Ordered [Scott] to
comply with the terms and conditions of the Settlement
Agreement. Within the Settlement Agreement, [Scott]
agreed to transfer to [Eric] his partnership interests in
Cloverleaf, Golf Hill Farms, and CWERSF. Thus, to facilitate
the performance of the Verdict if sustained, this Court
imposed conditions that required the documents
transferring [Scott’s] partnership interests in Cloverleaf,
Golf Hill Farms, and CWERSF to be held in escrow with the
Prothonotary of Wayne County. This Court finds these
conditions to be just due to [Scott’s] prior attempt to
frustrate the terms of the Settlement Agreement. See
Statement of Reasons filed April 2, 2018.
[Scott] argued on February 21, 2018 that the documents
transferring his partnership interests in Cloverleaf, Golf Hill
Farms, and CWERSF should include the terms “subject to
the terms of the Cloverleaf Partnership Agreement dated
January 25, 2982”; “subject to the terms of Golf Hill Farms
Partnership Agreement dated December 11, 1989”; and
“subject to the terms of CWERSF Partnership Agreement
dated the ____ day of _____, 1978 and Amendment dated
December 11, 1989.” This Court’s July 19, 2017 Verdict and
Order enforces the terms and conditions of the June 9, 2014
Settlement Agreement. The terms requested by Appellant
were not included in this Court’s March 6, 2018 Order
-8-
J-A01045-19
because they were not terms that were agreed to in the June
9, 2014 Settlement Agreement.
1925(a) Op. at 2-3. It further noted:
[T]his Court did not include these requested terms in its
March 6, 2018 Order. It is unclear to this Court how the
conditions imposed by this Court are suddenly outside the
control of [Scott] when they are the same terms agreed to
by [Scott] in the June 9, 2014 Settlement Agreement. This
Court’s March 6, 2018 Order merely facilitates the
performance of the July 19, 2017 Verdict by requiring the
executed documents to be held in escrow with the
Prothonotary of Wayne County.
Id. at 4. When discussing the General and Mutual Release, the court noted:
[Scott] was concerned about language that would exclude
him from bringing a future action against [Eric] for actions
that occurred after the Settlement Date. The language
approved by this Court for the General Release would not
exclude [Scott] from doing that.
Id. at 4-5.
The trial court did not abuse its discretion. Through the order, it ensured
the completion of the terms of the Settlement Agreement if its verdict was
upheld on appeal.
Scott next claims the trial court exceeded its scope of authority by
“ordering Scott to sign and deliver the Closing Documents which would in
effect conclude transactions between Eric and Scott even though Pa.R.A.P.
1733 does not permit the trial court such latitude.” Scott’s Br. at 34. He claims
the imposition of the obligations did not maintain “res or status quo pending
final judgment.” Id. at 35.
-9-
J-A01045-19
Although on appeal, Scott appears to claim the trial court could not order
that documents be executed and held in escrow pending appeal, he did not
raise this claim before the trial court. Rather, before the trial court he agreed
to the execution of certain documents, which would be held in escrow, but
disputed the contract terms of certain documents. As the trial court noted:
When this Court heard Argument on [Scott’s] Amended
Emergency Motion for Stay of Execution Pending Appeal,
there were only two (2) issues the parties could not come
to an agreement on. The first issue was the language of the
documents to be held in escrow with the Prothonotary of
Wayne County that transferred [Scott’s] partnership
interests in Cloverleaf, Golf Hill Farms, and CWERSF to
[Eric]. The second issue was the language of the General
Release to be held in escrow with the Prothonotary of Wayne
County. . . . [T]his Court’s decision to exclude [Scott’s]
requested terms did not make the March 6, 2018 Order
overbroad but rather facilitated this Court’s July 19, 2017
Verdict which enforces the terms of the June 9, 2014
Settlement Agreement. In regard to the General Release,
[Scott] was concerned about language that would exclude
him from bringing a future action against [Eric] for actions
that occurred after the Settlement Date. The language
approved by this Court for the General Release would not
exclude [Scott] from doing that . . . .
1925(a) Op. at 4-5. We conclude the trial court did not abuse its discretion or
err in addressing the dispute concerning the document language.
Order affirmed.
- 10 -
J-A01045-19
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 5/21/19
- 11 -