Appeal of Sidney Troy, Appellant, from Order of December 18, 1975 of the Court of Common Pleas, Civil Division, Allegheny County, No. 2191 July Term, 1972. No. 402 April Term, 1976.
T. Lawrence Palmer, Pittsburgh, for appellant.
Harry J. Gruener, Pittsburgh, for appellee.
Watkins, President Judge, and Jacobs, Hoffman, Cercone, Price, Van der Voort and Spaeth, JJ.
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Appellant contends that the lower court erred in dismissing his preliminary objections to its in personam jurisdiction.*fn1 We affirm the order of the lower court.
In 1968, Monroeville Land Co., Inc., appellee, sought to secure interim and permanent financing for a commercial construction project in Monroeville, Allegheny County, Pennsylvania. Appellee planned to build an office building complex. Appellee is a Pennsylvania corporation with its principal office in Monroeville. On October 28, 1968, appellee entered an agreement with Sonnenblick-Goldman Corporation of Western Pennsylvania (hereinafter SBG-Pa.) whereby the latter undertook to negotiate for appellee any mortgage commitments necessary to ensure the financing of the Monroeville project. SBG-Pa. is a Pennsylvania corporation with its principal office in Pittsburgh; it is also the Pennsylvania affiliate of Sonnenblick-Goldman Corporation, a nationwide corporation engaged in arranging loan financing (hereinafter SBG). The parties negotiated and executed the contract in Pennsylvania, and stipulated that all services would take place in Pennsylvania and that Pennsylvania law would govern questions arising under the contract. Through the efforts of SBG-Pa., Monroeville obtained a permanent loan of $1,575,000 from the New York State Teachers Retirement System, a gap loan commitment of $350,000 from the North American Mortgage Investors (hereinafter NAMI), and a construction loan commitment of $1,575,000 from Western Pennsylvania National Bank (hereinafter
[ 247 Pa. Super. Page 65]
WPNB). Sidney Troy, appellant, was substantially involved in planning these commitments in his capacity as the National Mortgage Director of SBG and as an agent and employee of SBG-Pa. At various times, appellee found it necessary to secure extensions of the several loan commitments. SBG-Pa. and appellant negotiated the needed extensions.
In October, 1969, appellee requested that appellant secure an extension of the NAMI gap loan commitment. Appellee alleges that appellant orally represented to counsel for appellee that such an extension had been procured, conditioned only upon appellee's forwarding a letter of acceptance and a $7,000 check to SBG-Pa. Appellee sent the letter of acceptance and, in February, 1970, forwarded the $7,000 check to SBG-Pa. Appellee then secured a new construction loan commitment of $1,575,000 from WPNB. However, in April, 1970, prior to the WPNB loan closing, SBG-Pa. advised appellant that NAMI had not agreed to extend its gap loan commitment, and that SBG-Pa. was returning appellee's $7,000 check. Appellee could not obtain gap loan financing from other sources and, as a consequence, could not close its construction loan with WPNB by December 31, 1970. Appellee alleges that as a result, it forfeited $67,625 in non-refundable loan commitment fees and that its attempts to build the contemplated office complex were frustrated.
On May 19, 1972, appellee filed a complaint in trespass and assumpsit against SBG-Pa., NAMI and appellant. Appellee alleged two causes of action against appellant: one for fraud and deceit and one for negligence. Appellant allegedly deliberately or negligently misrepresented the status of a possible gap loan commitment by NAMI to appellee in October, 1969. On June 15, 1972, pursuant to the Pennsylvania long-arm statute,*fn2 appellee served notice of suit upon
[ 247 Pa. Super. Page 66]
appellant at his New York office and upon the Pennsylvania Secretary of State. At that time, appellant was president of SBG-Pa. Appellant filed preliminary objections to the lower court's jurisdiction. Appellant claimed that at all times material to appellee's cause of action, he lived and conducted his business affairs in New York. On ...