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[U] Stutzman v. Powell

Superior Court of Pennsylvania

December 23, 2013

CHERYL L. STUTZMAN, Appellant
v.
MARK C. POWELL, INDIVIDUALLY AND AS LIMITED PARTNER OF LEGACY PAPERMILL ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP; LEGACY PAPERMILL ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP; LEGACY DEVELOPMENT ASSOCIATES, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY; AND 3110 PAPERMILL ROAD ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP, Appellees CHERYL L. STUTZMAN, Appellant
v.
MARK C. POWELL, INDIVIDUALLY AND AS LIMITED PARTNER OF LEGACY PAPERMILL ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP; LEGACY PAPERMILL ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP; LEGACY DEVELOPMENT ASSOCIATES, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY; AND 3110 PAPER MILL ROAD ASSOCIATES, L.P., A PENNSYLVANIA LIMITED PARTNERSHIP, Appellees

NON-PRECEDENTIAL DECISION

Appeal from the Order Entered July 31, 2012 In the Court of Common Pleas of Berks County Civil Division at No(s): 09-13873.

Appeal from the Order Entered October 4, 2012 In the Court of Common Pleas of Berks County Civil Division at No(s): 09-13873.

BEFORE: PANELLA, J., MUNDY, J., and PLATT, J.[*]

MEMORANDUM

MUNDY, J.

Appellant, Cheryl L. Stutzman, appeals from the October 4, 2012 order granting, in part, the motion for contempt filed by Appellees, Mark Powell, individually and as limited partner of Legacy Papermill Associates, L.P.; Legacy Papermill Associates, L.P.; Legacy Development Associates, LLC; and 3110 Papermill Road Associates, L.P. (collectively, Appellees), following Appellant's repeated failure to comply with the prior orders of the trial court entered July 31, and October 1, 2012, respectively. Said orders, inter alia, directed Appellant to sign a Subordination Agreement in accordance with her obligations under the Mediated Settlement Agreement between the parties. As a result of Appellant's failure to comply, the trial court directed the Berks County Prothonotary to execute said Subordination Agreement on Appellant's behalf. We further note that Appellant also filed a notice of appeal from the aforementioned July 31, 2012 order (No. 1559 MDA 2012).[1] For the reasons that follow, we affirm the October 4, 2012 contempt order, and quash the appeal at No. 1559 MDA 2012 as interlocutory.[2]

The trial court summarized the relevant facts and procedural history of this case as follows.

[Appellant] and [Appellee], Mark C. Powell, were the principals in a limited partnership. [Appellant] sought to dissolve the limited partnership between herself and [Appellee]. The limited partnership owns a parcel of land (hereinafter, Property) in Lower Heidelberg Township that [Appellee] is in the process of developing. The parties settled their differences through participation in the Berks County Bar Association Alternative Dispute Resolution Program, and they executed a Mediated Settlement Agreement (MSA) on May 17, 2011.
The MSA gives [Appellant] a secured interest in Property owned by [Appellee], Legacy Papermill Associates, L.P. (Legacy). [Appellant] also agreed that her interest is subordinate to that of the provider of original financing. [Appellant] further agreed to formalize the arrangement with the provider of the financing by providing any necessary signatures to the financial documents. The MSA provides that Legacy will pay [Appellant] $1, 200, 000.00 with interest at 5% per annum which began to accrue on August 1, 2011. Interest increased to 7% on November 1, 2012. The first installment is due at the time of the financial settlement on the first lot or unit on Property. Installments are then due at the financial settlement on the sale of each lot or unit in an amount approved by the provider of the original financing. Legacy also agreed to pay [Appellant] an additional $150, 000.00 plus an amount equal to the base price of a new two-bedroom condominium unit as of November 1, 2012. This payment is to be paid in installments as approved by the provider of the original financing.
By letter dated June 27, 2012, Manufacturers and Traders Trust Company (hereinafter, Bank) agreed to be a provider of original financing by providing a $7, 500, 000.00 loan to Legacy. [Appellant] is labeled "Creditor" in the Subordination Agreement[, ] which incorporates the MSA. [Appellant]'s interest is subordinate to that of Bank in the Subordination Agreement. [Appellant] refused to sign the Subordination Agreement. Bank will not provide the financing for the Property unless [Appellant] signs the Subordination Agreement.
[Appellees] filed an Emergency Motion to Enforce the Mediated Settlement Agreement. After argument thereon, th[e trial] court granted the motion and ordered [Appellant, in accordance with her obligations under the Mediated Settlement Agreement, ] to sign the Subordination Agreement. [See Trial Court Order, 7/31/12]. [Appellant] filed [an] appeal and a Motion for Reconsideration and Rescission of the Order [on August 28, 2012]. Th[e trial] court granted [Appellant]'s motion for reconsideration, stayed the proceedings, and held an evidentiary hearing [on September 28, 2012].
[Appellant] did not present any evidence at the hearing. [Appellee] Powell testified at the hearing. [Appellees'] loan commitment from Bank was due to expire on September 30, 2012. Bank required [Appellant] to sign the Subordination Agreement so that it would have first option on the financing or it would not finance the project. The title insurance company also requested [Appellant] to sign the Subordination Agreement so it could insure the title for the loan for Bank.
[Appellees] intend to pay [Appellant] with the profits and to pay the interest as stated in the MSA. [Appellant] and [Appellant]'s attorney were not involved in the discussions with Bank; however, the MSA specifies that [Appellee] Powell is the party who is to communicate with the financial provider.

Trial Court Opinion, 12/19/12, at 1-3 (heading omitted).

Following the hearing, the trial court entered an order on October 1, 2012, denying Appellant's motion for reconsideration and rescission of the trial court's July 31, 2012 order, and again directed her to sign the Subordination Agreement within 48 hours. See Trial Court Order, 10/1/12. On October 4, 2012, Appellees filed a motion for contempt after Appellant failed to comply. That same day, the trial court granted Appellees' motion for contempt, in part, and directed the Berks County Prothonotary to sign the Subordination ...


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