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decided: November 15, 1966.


Appeals from decree of Court of Common Pleas No. 5 of Philadelphia County, June T., 1963, No. 2495, in case of Thomas J. Bata v. Central-Penn National Bank of Philadelphia and Jan A. Bata.


Harold E. Stassen and A. Evans Kephart, with them Roger A. Johnsen, for appellant.

George M. Brodhead, with him Peter C. Paul, and Rawle & Henderson, for bank, appellee.

Lewis H. Van Dusen, Jr., with him Morris R. Brooke, Robert MacCrate, and Drinker, Biddle & Reath, and Sullivan & Cromwell, for appellee.

Bell, C.j., Musmanno, Cohen, Eagen, O'Brien and Roberts, JJ. Opinion by Mr. Justice Roberts. Mr. Justice Cohen concurs in the result. Mr. Justice Jones took no part in the consideration or decision of this case.

Author: Roberts

[ 423 Pa. Page 375]

On March 27, 1962, Thomas J. Bata and the late Jan A. Bata executed a settlement agreement purporting to terminate fifteen years of almost continuous litigation.*fn1 The agreement provided that the parties

[ 423 Pa. Page 376]

    would exchange stock certificates and instruments of assignment in various Bata companies, that they would execute comprehensive general releases as well as some 150 special releases, and that they would terminate each of the thirteen lawsuits then pending between them. In addition Thomas J. Bata agreed to pay Jan the sum of $3,400,000 of which $2,700,000 was paid upon the execution of the agreement and the remaining $700,000 placed in two escrows of $200,000 and $500,000. Central-Penn National Bank was named escrow to hold moneys and documents until the conditions of release and delivery were performed.

[ 423 Pa. Page 377]

In June 1963, Jan A. Bata performed the conditions contained in the first escrow and received the $200,000; he was to receive the remaining $500,000 upon terminating a pending English lawsuit, transferring shares of British Bata Shoe Co., Ltd. to Thomas J. Bata, and registering the bearer shares of Dutch Bata Shoe Company. When it became apparent that these conditions were not going to be performed, Thomas J. Bata brought an action in equity seeking specific performance. Initially the action was removed to a federal district court, but was subsequently remanded to the Court of Common Pleas of Philadelphia County.*fn2 In his answer Jan A. Bata denied that the settlement agreement required him to co-operate in terminating the English suit and, under new matter, raised the affirmative defense that the settlement agreement was void because it was entered into as the result of duress, coercion, and the force of adverse judgments which were themselves fraudulently obtained in other jurisdictions. In addition, appellant filed a counterclaim in which he reaverred the allegation of fraud and prayed that the court, inter alia, adjudge him "to be legally and equitably entitled to the ownership of all of the shares of the 'Bata Enterprises.'" The lower court granted appellee's motion for judgment on the pleadings and this appeal was prosecuted on behalf of Jan A. Bata and by Jan T. Bata, his successor in interest.*fn3 For reasons stated

[ 423 Pa. Page 378]

    hereinafter we are compelled to affirm the decree of the court below.

Under Pa. R.C.P. 1034, a motion for judgment on the pleadings may be granted in cases which are so free from doubt that a trial would clearly be a fruitless exercise. Such a motion is in the nature of a demurrer; all of the opposing party's well-pleaded allegations are viewed as true but only those facts specifically admitted by him may be considered against him. Bureau of Child Care v. United Fund of Philadelphia, 416 Pa. 617, 207 A.2d 847 (1965); Poole v. Great American Ins. Co., 407 Pa. 652, 182 A.2d 509 (1962). Unlike a motion for summary judgment,*fn4 the power of the court to enter a judgment on the pleadings is further circumscribed by the requirement that the court consider only the pleadings themselves and any documents properly attached thereto. Nederostek v. Endicott-Johnson, 415 Pa. 136, 138, 202 A.2d 72, 73 (1964); Emery v. Metzner, 191 Pa. Superior Ct. 440, 445, 156 A.2d 627, 630 (1959).

In the present case the pleadings are quite extensive because of a large volume of exhibits attached by the parties, the authenticity of which has been admitted by both sides. Because of their complexity, before this and the lower court, it is necessary to delineate precisely what aspects of the record, in addition to the stipulated facts and exhibits, we may presently consider. By his motion for a judgment on the pleadings appellee sought a favorable judgment both with respect to his own complaint and to defendant's counterclaim. As to the former we may consider only the complaint and ...

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