February 27, 2014
DANIEL AND ROXANN WILLIAMS, Appellees
PATRICK CARR, AS THE ADMINISTRATOR OF THE ESTATE OF JAMES CARR, Appellant
Appeal from the Judgment Entered April 25, 2013 in the Court of Common Pleas of Susquehanna County Civil Division at No.: 2008-1185
BEFORE: DONOHUE, J., OTT, J., and PLATT, J. [*]
Appellant, Patrick Carr, substitute administrator of the estate of James Carr, appeals from the judgment order which decreed that Appellees, David and Roxann Williams, had a valid and enforceable contract for the sale of property from the estate. Appellant asserts the agreement is invalid and unenforceable, and that it violates the Statute of Frauds and the "Pennsylvania Probate and Fiduciaries Code." (Appellant's Brief, at 4). We affirm.
For the facts of this case we rely on the opinion of the trial court.(See Trial Court Opinion, 3/04/13, 2-7). James Carr died intestate on September 22, 1990, in Lackawanna County. His sole asset was a parcel of property of approximately thirty-one acres in Susquehanna County (acquired from his previous wife in a divorce). His widow, Carrie Carr, was granted Letters of Administration on October 10, 1990. In 1993, Carrie approached her next door neighbors, Appellees, about buying the property. On September 23, 1993, Carrie was arrested on charges unrelated to this appeal and incarcerated in Lackawanna County Prison. On October 19, 1993, Appellees arranged for her to be freed on bail. The same day they executed an installment contract for the purchase of the property, agreeing to pay $1, 000 down and $100 a month, for the purchase price of $24, 000. The contract and a memorandum of agreement were filed with the County Recorder of Deeds on November 12, 1993. (See id. at 3). Appellees moved on to the property and built a home on it. (See id.).
Shortly after the agreement was executed, Carrie Carr notified her lawyer, Lawrence A. Durkin, Sr., about the sale; their correspondence suggests she may have had misgivings, or second thoughts, about the transaction.
In any event, as noted by the trial court, Attorney Durkin, despite his threat of legal action while the parties negotiated, took no actual steps to challenge or void the contact. (See id. at 4, 8 n.3). To the contrary, the record confirms that for the next two decades he apparently was actively involved in various matters concerning the property. For eleven years he accepted installment payments from Appellees, at first on behalf of Carrie Carr as Administratrix while she was in prison (until she died at Muncy State Correctional Institution in 1996), and then on behalf of the estate. There were various negotiations to finalize the sale.
Furthermore, in 1994, then-counsel for Appellees sent a letter to Attorney Durkin, informing him and his client, Carrie Carr, that Appellees would pay the overdue taxes, to prevent a forced sale for unpaid taxes, and seek a credit when the transaction was completed. (See Letter of Jeffrey C. Nallin, Esq. to Lawrence A. Durkin, Esq., 8/08/94). Appellees have continued to pay taxes on the property ever since. (See Trial Ct. Op., at 8). From correspondence, it is apparent that Attorney Durkin gave both the Appellees and their counsel reason to believe that Carrie Carr or Appellant desired to complete this transaction. (See Trial Ct. Op., at 6).
After Carrie Carr's death, James Carr's brother, Patrick, eventually became the Administrator. In February of 2009, after entering into an oil and gas lease with Fortuna Energy, Inc., Appellees instituted this legal action. (See id. at 7). In their suit, Appellees sought an accounting for the payments they had made, and asked the court to order Appellant to issue a deed to them, plus attorney's fees. Appellant responded that their claims are barred.
The trial court held a bench trial (captioned as a hearing), on December 18, 2012. Afterward, the trial court issued an order dated February 28, 2013, (filed March 4, 2013), which decreed that a valid and enforceable contract existed between "Plaintiffs" (Appellees in this appeal) and "the Defendant's estate." (Order, 3/04/13). Appellant filed post verdict motions, which the court denied on March 27, 2013. Appellant filed a praecipe to enter judgment on April 25, 2013. The court entered judgment the same day. This timely appeal followed, on May 17, 2013.
Appellant raises two overlapping questions on appeal:
1) Whether the [trial] court erred as a matter of law when it concluded that the contract between Plaintiffs [Appellees] and the Defendant Estate was valid and enforceable, despite the failure to meet the required elements of a contract with an authorized party, violations of the Statute of Frauds, and violations of the Pennsylvania Probate and Fiduciaries Code[?]
2) Whether the [trial] court erred as a matter of law in upholding the self-dealing of the Executrix [sic] of the [e]state in the formation of an illegal and unenforceable contract[?]
(Appellant's Brief, at 4).
Appellant argues that the contract at issue is not valid and enforceable because Carrie Carr "was not authorized to undertake such actions, " referring to the execution of the contract for the sale of the property at issue. (Appellant's Brief, at 11). Appellant argues further that the contract is void for failure to comply with the "Pennsylvania Probate and Fiduciary Code, " [sic] (id.), and the Statute of Frauds. (See id. at 12). Appellant asks this Court to reverse the trial court's order because no valid or enforceable contract existed. (See id. at 23). We disagree.
Our standard of review in non-jury trials is to assess whether the findings of facts by the trial court are supported by the record and whether the trial court erred in applying the law. Upon appellate review the appellate court must consider the evidence in the light most favorable to the verdict winner and reverse the trial court only where the findings are not supported by the evidence of record or are based on an error of law. Our scope of review regarding questions of law is plenary.
Skiff re Business, Inc. v. Buckingham Ridgeview, LP, 991 A.2d 956, 962 (Pa.Super. 2010) (citation omitted).
The interpretation of any contract is a question of law and this Court's scope of review is plenary. Moreover, we need not defer to the conclusions of the trial court and are free to draw our own inferences. In interpreting a contract, the ultimate goal is to ascertain and give effect to the intent of the parties as reasonably manifested by the language of their written agreement. When construing agreements involving clear and unambiguous terms, this Court need only examine the writing itself to give effect to the parties' understanding. This Court must construe the contract only as written and may not modify the plain meaning under the guise of interpretation.
The task of interpreting a contract is generally performed by a court rather than by a jury. The goal of that task is, of course, to ascertain the intent of the parties as manifested by the language of the written instrument.
Humberston v. Chevron U.S.A., Inc., 75 A.3d 504, 509-10 (Pa.Super. 2013) (citations quotation marks and other punctuation omitted). "[W]e are not bound by the rationale of the trial court and may affirm on any basis." Richmond v. McHale, 35 A.3d 779, 786 (Pa.Super. 2012) (citation omitted).
Our review of a final decree in equity is limited to determining whether the chancellor abused his discretion or committed an error of law. This Court will not disturb a final decree unless it is demonstrably capricious or unsupported by the evidence. However, we are not bound by the chancellor's conclusions of law; rather, where the rules of law on which the chancellor relied are palpably wrong or clearly inapplicable, we will reverse the chancellor's decree.
In re Estate of Bowman, 797 A.2d 973, 976 (Pa.Super. 2002) (citations and internal quotation marks omitted).
Preliminarily, in this appeal, we note that, as emphasized in the trial court's opinion accompanying its order, at no time during the period of over fifteen years prior to the institution of suit by Appellees, did Attorney Durkin "ever file any legal documents on behalf of the estate to set aside the [c]ontract." (Trial Ct. Op., at 8). Accordingly, in the exercise of our plenary scope of review regarding questions of law, we conclude that all the claims raised in this appeal are barred by the doctrine of laches.
"The doctrine of laches is applicable when two conditions are satisfied: the complaining party must be guilty of a want of due diligence in failing to assert his rights and the failure must have worked to the prejudice of the party seeking its application." Bowman, supra at 977 (citation, internal quotation marks, and other punctuation omitted).
On review, we must consider the evidence in the light most favorable to the verdict winner. See Skiff re Business, Inc., supra at 962. Here, based on the facts found by the trial court, as supported by the record, we conclude that Appellant and his predecessor, both represented by Attorney Durkin as counsel at the relevant times, failed to assert the rights now claimed, to the prejudice of Appellees. Accordingly, all of Appellant's claims are barred by laches. See Bowman, supra at 978 (affirming trial court's application of doctrine of laches to bar estate from rescinding agreements made decades earlier).
Although our reasoning differs somewhat from the reasoning of the trial court, we may affirm on any basis. See Richmond, supra at 786.