No. 1223 Philadelphia, 1980, Appeal from the Order of the Court of Common Pleas, Civil Division, November Term, 1970, No. 785, for the County of Philadelphia.
Walter W. Rabin, Philadelphia, for appellant.
Francis J. Moran, Philadelphia, for appellee.
Price, Watkins and Montgomery, JJ.
[ 289 Pa. Super. Page 68]
The instant appeal arises from an order of the lower court affirming a Decree Nisi and entering a Final Decree, dismissing a complaint in equity which sought to compel the
[ 289 Pa. Super. Page 69]
specific performance of a contract. The Plaintiff-Appellant, Silo Realty Corporation (hereinafter referred to as "Silo"), sought to enforce rights it claimed arising out of a four party agreement relating to a property transaction. The other parties to the agreement were the Defendant-Appellee, Redevelopment Authority of The City of Philadelphia (hereinafter referred to as the "Authority"), Philadelphia Industrial Development Corporation (hereinafter referred to as "PIDC") and Philadelphia Builders Eastwick Corporation (hereinafter referred to as "Eastwick"). A lower court judge, sitting as a Chancellor in equity, held a hearing in the case. Afterwards, he entered an Adjudication setting forth findings of fact, discussion, and conclusions of law, and entered a Decree Nisi dismissing the Complaint. Thereafter, following the filing of exceptions by Silo, and argument thereon, the lower court judge filed an opinion denying the exceptions, and a Final Decree dismissing the Complaint.*fn1 On this appeal, Silo contends that in interpreting the four party agreement, the lower court erred, abused its discretion, and committed errors of law.
Our standard of review in the consideration of an appeal from a final decree in an equity action is well established. A chancellor's findings of fact, approved by the court en banc, are entitled to the weight of a jury's verdict and will not be disturbed on appeal if supported by adequate evidence. See McDole v. Duquesne Brewing Co. of Pittsburgh, 281 Pa. Super. 78, 83, 421 A.2d 1155, 1158 (1980), and cases cited therein. Such findings are controlling and the court's decree should not be reversed on appeal unless it appears either that the court abused its discretion, or that the court's findings lack evidentiary support, or that the
[ 289 Pa. Super. Page 70]
court capriciously disbelieved the evidence. Davis v. Buckham, 280 Pa. Super. 106, 110, 421 A.2d 427, 429 (1980). This principle is equally applicable in situations in which a single judge, as opposed to a court en banc, reviews the case. The findings of fact of a lower court judge in such circumstances have the force and effect of a jury verdict and will not be reversed on appeal absent an error of law or an abuse of discretion. Gilmore v. Northeast Dodge Co., Inc., 278 Pa. Super. 209, 212, 420 A.2d 504, 505 (1980). As a caveat, however, we must remain cognizant that the chancellor's inferences and conclusions which are reasoned from the facts, as well as the legal conclusions drawn therefrom, are always subject to review by our Court. McDole v. Duquesne Brewing Co. of Pittsburgh, supra.
With these concepts in mind, we must now review the record established in this case. It shows that on or about September 11, 1964, the Authority entered into an agreement with Eastwick to develop and improve a tract of land in an industrial area. The land was titled in the Authority's name, and it was agreed upon by the Authority and Eastwick that all or a portion of the tract could be conveyed by the Authority to a nominee of Eastwick, provided that both Eastwick and the nominee independently agreed to develop the acreage in accordance with the Authority-Eastwick Agreement. Eastwick was required to develop slightly more than 204 acres and the total consideration for the tract was $2,282,820, or approximately $11,170 per acre. The following provisions of the Authority-Eastwick Agreement appear especially significant to the issues presented in this case:
"22. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns . . . and any nominee of [Eastwick].
"27. [Eastwick] represents and agrees that its purchase of the Property and its other undertakings pursuant to this Agreement are and will be used for the purpose of redevelopment of the Property and not for speculation in land holding."
[ 289 Pa. Super. Page 71]
At some point of time in 1966, but prior to December 9, 1966, Eastwick and Silo entered into an Agreement of Sale for a part of the tract comprising approximately eight (8) acres. Pursuant to the nominee provision of the Authority-Eastwick Agreement, Eastwick selected Silo as its nominee to develop this acreage. Among other provisions of the Eastwick-Silo Agreement of Sale, we find the following particularly significant to the issues presented in this appeal:
"WHEREAS [Eastwick] is willing to sell a certain tract of land within the aforesaid area to [Silo] for development as a warehouse and general offices, in accordance with the terms, conditions and requirements of the aforesaid agreement between [Eastwick] and [Authority] and in accordance with ...