The opinion of the court was delivered by: Eduardo C. Robreno, J.
Before the Court is a contract dispute between Internazionale Graniti S.R.L. and Monticello Granite, Ltd. and Salvatore Santoro. A bench trial was held on Tuesday, August 11, 2009. This memorandum contains the Court's findings of fact and conclusions of law.
I. FINDINGS OF FACT AND CONCLUSIONS OF LAW
Plaintiff Internazionale Graniti S.R.L. ("Internazionale") is a corporation formed under the laws of the country of Italy, with a principal place of business at Via Ausente 6, 03040 Ausonia (FR), Italy. Internazionale is engaged in the business of the sale of marble, granite and stone slabs and products throughout the world, including the United States and the Commonwealth of Pennsylvania.
Defendant Monticello Granite, Ltd. ("Monticello") is a Pennsylvania corporation with a principal place of business at 10049 Sandmeyer Lane, Philadelphia, Pennsylvania 19116.
Defendant Salvatore Santoro is an adult individual who is a resident of the Commonwealth of Pennsylvania. Mr. Santoro is the President of Monticello.
From approximately 2002 through 2005, Internazionale and Monticello had a business relationship whereby Internazionale supplied materials (i.e. granite) to Monticello. Although most of the parties' business was conducted orally, some transactions were memorialized in writing.
On November 22, 2005, Internazionale's President, Benedetto Parente, visited Mr. Santoro at Monticello's offices to discuss the outstanding balance of Monticello's account with Internazionale. During this visit, it is undisputed that Mr. Santoro signed a document, which stated that the amount owed to Internazionale by Monticello was $566,222.79. In addition, this document purported to bind Mr. Santoro personally for Monticello's debt. (See Exhibit P3.)
Now, the parties dispute whether $566,222.79 is in fact the correct amount owed to Internazionale, given certain credits and adjustments to which Defendants claim they are entitled, and whether the November 22, 2005 signed writing binds Mr. Santoro, personally, for Monticello's debt.
"[T]he burden of proof in a contract action is upon the party alleging breach." E. Tex. Motor Freight, Diamond Div. v. Lloyd, 484 A.2d 797, 801 (Pa. Super. Ct. 1984). "The party having the burden of proof in a contract matter must sustain it by a 'preponderance of the evidence.'" Snyder v. Gravell, 666 A.2d 341, 343 (Pa. Super. Ct. 1995). The preponderance of the evidence standard requires the party bearing the burden of proof to convince the finder of fact that "the facts asserted by the [party] are more probably true than false." Burch v. Reading Co., 240 F.2d 574, 579 (3d Cir. 1957); United States v. Payment Processing Ctr., LLC, 461 F. Supp. 2d 319, 322 (E.D. Pa. 2006).
"[T]he plaintiff in an action for breach of contract has the burden of proving damages resulting from the breach." Spang & Co. v. U.S. Steel Corp., 519 Pa. 14, 25 (1988). "[D]amages cannot be based on a mere guess or speculation." Id. at 26. Instead, the evidence must "with a fair degree of probability establish a basis for the assessment of damages." Id. at 27. Moreover, "[w]here defendant asserts modification as a defense, the burden shifts to defendant to prove a valid modification" also by a preponderance of the evidence. Sonfast Corp. v. York Intern Corp., 875 F. Supp. 1088, 1094 (M.D. Pa. 1994).
"A fundamental rule in construing a contract is to ascertain and give effect to the intent of the contracting parties. It is firmly settled that the intent of the parties to a written contract is contained in the writing itself. When the words of a contract are clear and unambiguous, the meaning of the contract is ascertained from the contents alone." Chen v. Chen, 893 A.2d 87, 93 (Pa. 2006) (quoting Mace v. Atl. Refining Mktg. Corp., 785 A.2d 491, 496 (Pa. 2006)). "A contract is not ambiguous if the court can determine its meaning without any guide other than a knowledge of the simple facts on which, from the nature of the language in general, its meaning depends." Bohler-Uddeholm Am., Inc. v. Ellwood Group, Inc., 247 F.3d 79, 92 (3d Cir. 2001) (applying Pennsylvania law). "To determine whether ambiguity exists in a contract, the court may consider "the words of the contract, the alternative meaning suggested by counsel, and the nature of the objective evidence to be offered in support of that meaning." Id. (quotation omitted). "[W]here a term in the parties' contract is ambiguous, 'parol evidence is admissible to explain or clarify or resolve the ambiguity, irrespective of whether the ambiguity is created by the language of the instrument or by extrinsic or collateral circumstances.'" Yocca v. Pittsburgh Steelers Sports, Inc., 854 A.2d 425, 437 (Pa. 2004) (quoting Estate of Herr, 161 A.2d 32, 34 (Pa. 1960)).
Under Pennsylvania law, an "'account stated' is an account in writing, examined and accepted by both parties." Blue Mountain Envtl. Mgmt. Corp. v. Chico Enters., Inc., No. 04-4208, 05-2888, 06-1532, 2006 WL 1949676, at * 2 (3d Cir. Jul. 13, 2006) (relying upon Leinbach v. Wolle, 211 Pa. 629 (1905). "Acceptance need not be express and may be implied from the circumstances." (Id.) However, an account stated cannot exist where there is a dispute as to the accuracy or correctness of the debt. See id. (reversing district court's entry of summary judgment where a dispute as to the accuracy of the debt raised questions of material fact regarding the existence of an account stated); Herron v. Herron, 64 Pa. Super. ...