Easy Properties, LLC v. Strategy Restaurant ( 2019 )

J-S64033-18
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
EASY PROPERTIES, LLC, : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellee, :
v. :
:
:
STRATEGY RESTAURANT AND :
CATERING SERVICES, INC., :
: No. 4001 EDA 2017
Appellant. :
Appeal from the Judgment Entered, November 28, 2017,
in the Court of Common Pleas of Philadelphia County,
Civil Division at No(s): 2722 May Term, 2016.
BEFORE: BOWES, J., OLSON, J., and KUNSELMAN, J.
MEMORANDUM BY KUNSELMAN, J.: FILED FEBRUARY 28, 2019
Appellant, Strategy Restaurant and Catering Services, Inc. appeals from
the judgment entered following a bench trial in favor of Appellee, Easy
Property Holdings, LLC,1 on Appellee’s breach of contract claim. For the
reasons that follow, we affirm.
____________________________________________
1 The original caption on this case listed the plaintiff/appellee’s name as “Easy
Properties, LLC” rather than its proper name of “Easy Property Holdings, LLC.”
As the trial court noted, “though the defendant[/appellant] has gone to great
lengths to argue that the specific name of the plaintiff[/appellee] is a decisive
issue in this case, this [c]ourt found nothing in the evidence to suggest that
the parties were ever confused or misled with respect to the identity of the
plaintiff[/appellee], nor did the evidence at trial suggest fraud. . . .
Nonetheless, for the sake of consistency, this [c]ourt has left the caption to
stand as filed by the parties, despite the erroneous naming of the
plaintiff[/appellee].” Trial Court Opinion, 4/30/18, at 1.
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The relevant facts and procedural history are as follows. On April 28,
2016, the parties entered into two separate Agreements of Sale with respect
to the properties at 3026 Titan Street and 3028 Titan Street, Philadelphia,
Pennsylvania. Appellee agreed to purchase these properties from Appellant.
Both of these agreements erroneously stated the Appellee’s name as “Easy
Properties, LLC” rather than its registered business name of “Easy Property
Holdings, LLC” as the buyer. The sales agreements accurately provided the
names and contact information for the parties’ real estate agents. The
agreements also provided that the sale of the property was contingent upon
the seller providing the buyer with clear title.
Sometime before the closing date, Elaine Jerome, the agent for
Appellant, notified Juanita DeVine, the owner of Appellant, that the City of
Philadelphia had filed liens in the amount of $1,123 against each of the
properties. Ms. DeVine, on behalf of Appellant, disputed the liens and
contested them through the administrative process in Philadelphia.
On the day of settlement, Frank Kumas, one of the owners of Appellee,
and the real estate agents for both parties appeared for the closing. Ms.
DeVine failed to appear. Ms. Jerome explained that Ms. DeVine was not
attending because of the liens, and therefore Ms. DeVine did not wish to
proceed with the closing. Mr. Kumas wished to go through with the sale and
offered to pay for half of the cost of the liens and waive his right to terminate
the contracts based on an unclear title. Appellant refused this offer and
ultimately refused to close on the sale of the properties.
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Appellee sued to enforce the sale. Following a bench trial, the trial court
found in favor of Appellee on its breach of contract claim, and ordered the sale
to proceed. Appellant filed post-trial motions, requesting that the trial court
enter judgment in its favor notwithstanding the court’s order. The court
denied Appellant’s post-trial motions and entered judgment in favor of
Appellee. This timely appeal followed. Both Appellant and the trial court
complied with Rule 1925.2
In its brief, Appellant listed six issues for our review in its statement of
questions involved. Appellant’s Brief at 2-3. However, it only discusses two
issues in the Argument section of its brief. Id. at 19-21. As such, our review
will be limited to those two issues. See Pa.R.A.P. 2111, 2119 (the argument
section of the appellant’s brief shall be divided into as many parts as there are
questions to be argued).
The two issues before this court are:
(1) whether a non-party to a real property contract lacks standing
to sue to enforce contract performance; and
(2) whether a party to a real property contract has the capacity
to sue to enforce contract performance and compel specific
____________________________________________
2 Appellant listed 37 issues in his 1925(b) Statement. The trial court noted
that the issues of fact and law in this case were neither convoluted nor
voluminous. T.C.O., 4/30/18, at 6, n.1. Thus, the court found “the
[Appellant] has no excuse for filing a voluminous and repetitive statement of
matters, which is no way concise, which tends to mischaracterize the issues
properly before the Court in this case, and suggests a breach of [Appellant’s]
duty to deal with the Court in good faith.” Id. Despite the Appellant’s
unnecessarily voluminous 1925(b) Statement, the trial court succinctly
grouped the issues and thoroughly addressed them in its well-drafted opinion.
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performance and transfer of real property – where the party
is a non-legal entity.
Appellant’s Brief at 19.
In both of these issues, Appellant challenges the fact that the party
listed in the agreements of sale and the party originally listed as the plaintiff
in the caption of this lawsuit utilized a name for Appellee that was not its
official registered business name. Thus, Appellant claims Appellee lacked
standing to bring this lawsuit and lacked the capacity to sue to enforce the
sales agreements. These are two questions of law. On matters of law, our
standard of review is de novo and our scope of review is plenary. Thierfelder
v. Wolfert, 52 A.3d 1251, 1261 (Pa. 2012).
In its first issue, Appellant argues that “Easy Properties, LLC” lacks
standing to sue because it failed to present any evidence that it “was the true
contracting party and/or the real party in interest.” Appellant’s Brief at 20.
Appellant claims there was no evidence that Appellee, “who is listed as plaintiff
in the lawsuit, identified in either the first or second name change [to the
caption of the lawsuit], had any connection with the real estate transactions
concerning the sale of properties at 3026 and 3028 Titan Street, Philadelphia.”
Id.Initially, we observe that Appellant cited no legal authority to support
its lack of standing argument, but merely states that “by adherence to the
Rule of Law, the Court must render a finding in favor of [Appellant].”
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Appellant’s Brief at 20. This Court will not consider issues where Appellant
fails to cite to any legal authority or otherwise develop the issue.
Commonwealth v. McLaurin, 45 A.3d 1131, 1139 (Pa. Super. 2012); see
also Commonwealth v. Johnson, 985 A.2d 915, 024 (Pa. 2009) (stating
“where an appellate brief fails to provide any discussion of a claim with
citation to relevant authority or fails to develop the issue in any other
meaningful fashion capable of review, that claim is waived.”) (citations
omitted) (emphasis added), cert. denied, Johnson v. Pennsylvania, 131
S.Ct. 250 (2010).
Nonetheless, we disagree with Appellant’s argument that this Court
should find in its favor “by adherence to the Rule of Law.” The trial court
concluded that the Appellant had standing to bring this lawsuit because the
name listed in the agreements was a clerical error and everyone involved
understood who the parties were to the contract. The trial court determined
“the clear intent of the contracts was always to bind [Appellee] as the
purchaser of the properties.” T.C.O., 4/30/18, at 15. As the court stated,
“The use of ‘Easy Properties LLC’ was not a nonregistered fictitious name which
[Appellee] intended to use for these transactions, but rather a drafting error
in the contracts.” Id. at 19.
Even assuming, arguendo, it was an unregistered fictitious business
name, “the law is clear that the contracts are nonetheless enforceable and
[Appellee] would not be barred from maintaining suit so long as the defendant
was not deceived as to the [Appellee’s] true identity.” Id. at 17. Here, the
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court found that “on this record, to suggest that Appellant was not sufficiently
aware of [Appellee’s] true identity, or that [Appellant] did not accept the
benefits of doing business with the [Appellee], is disingenuous. Therefore,
even if [Appellee] had used an unregistered fictitious name in the course of
these transactions, which this [c]ourt found that it had not, [Appellee] should
not be estopped from maintaining suit for breach of contract against
[Appellants].” Id. at 21.
Because the trial court found no evidence that Appellant was deceived
or confused as to Appellee’s true identity, or that Appellee was not the
intended purchaser of the properties in question, it found Appellee did not lack
standing. Id. We agree with the trial court and find Appellee had standing
to pursue its breach of contract claim against Appellant.
In its second issue, Appellant argues that because Appellee was “a non-
existent entity”, it lacked legal personhood, and as such, had no capacity to
sue. As support for its position, Appellant cites one case (a trial court decision
from 1972), one section of Standard Pennsylvania Practice, and two excerpts
from the Fictitious Name Statute. Appellant’s Brief at 21. Although it cites
some authority, as with the previous issue, Appellant failed to develop any
real legal argument on this issue.3 We could find waiver on this basis. See
Pa.R.A.P. 2119.
____________________________________________
3 We note that Appellant devoted over 16 pages of its brief to restating the
procedural history of this case, but devoted less than 3 pages to its legal
arguments.
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Appellant appears to argue that the original listed party on the complaint
was a non-exiting entity. Thus, when the caption was amended, it did not
correct a clerical error, but instead, impermissibly added a new legal party to
the case.
This Court addressed a similar situation in Jacob’s Air Conditioning
and Heating v. Associated Heating and Air Conditioning, 531 A.2d 494(Pa. Super. 1987). There, the appellant filed a complaint under its
unregistered business name. The trial court concluded that the appellant
lacked the capacity to sue and denied its request to amend the complaint.
However, this Court reversed and explained that:
Appellee understood that this legal action stemmed from a
transaction he allegedly entered into with Jacob’s Air Conditioning
and Heating. The fact that Jacob’s Air Conditioning and Heating
was a fictitious name or whether the fictitious name was owned
by an individual or a corporation does not affect appellee’s alleged
contractual obligations. There is no change of assets subject to
liability by permitting appellant to amend its pleading. This is a
common concern in cases where a party has not been permitted
to change the form of the business entity. Stated otherwise,
appellee could not be prejudiced regardless of the form of the
business entity if the assets subject to liability remain the same.
Generally, when an appellee will not be prejudiced by the
proposed change, courts are inclined to deem the change one of
name only, not of party, and will permit the amendment to allow
the change.
Id. at 496.
Relying on the guidance from Jacob’s Air Conditioning, the trial court
in this case reasoned as follows:
Here, [Appellee’s] amendment of the complaint was clearly
a change of name only. For the purpose of these proceedings,
“Easy Properties, LLC” lacks any meaningful distinction from “Easy
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Property Holdings, LLC”: They refer to the same entity, with the
same assets and principals, for which Mr. Kumas signed the
contracts indicating the intention of plaintiff to be bound as the
purchaser of the properties under the contracts. [. . .] The record
does not support that [Appellant] was in any way confused or
deceived as to [Appellee’s] true identity for the purposes of the
contracts or for the purposes of this lawsuit. Further, the record
is devoid of any evidence to suggest that any party other than
[Appellee] was the intended purchaser contemplated by these
contracts, nor is there evidence to indicate that a reasonable
person could confuse “Easy Properties LLC” with some other entity
besides “Easy Property Holdings, LLC” under these circumstances.
No prejudice or surprise to [Appellant] resulted from the change
of the caption. Finally, the evidence and unrebutted testimony of
Mr. Kumas and Mr. Lasky established that “Easy Properties LLC”
was simply an error on the contracts, and nothing more.
Therefore, this court declined to adopt [Appellant’s] theory that
“Easy Properties LLC,” was distinguishable or separate from “Easy
Property Holdings LLC,” or to find that it described some phantom
party rather than the one with which defendant has dealt since
the formation of the contracts in 2016. [Appellee’s] amendment
of the complaint was merely a change of name, and was not
equivalent to the substitution of a new party.
Trial Court Opinion, 4/30/18, at 16-17.
We agree with the trial court and adopt the above analysis of this issue
as our own. As the trial court noted, even if we did not consider the change
in the caption to be the correction of a clerical error, and instead considered
this to be the substitution of the non-existing party with an existing party, the
statute of limitations in this matter had not run. Id. at 16. Thus, Appellee
could have filed another lawsuit, using its official registered business name.
Under these circumstances, we conclude that Appellee had the capacity to
sue.
Judgment affirmed.
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Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 2/28/19
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