GEORGE E. MICHAEL
JUDITH STOCK JUDITH STOCK
COMMONWEALTH LAND TITLE INSURANCE COMPANY AND EDWARD J. MORRIS, ESQUIRE GEORGE E. MICHAEL
TOHICKON ABSTRACT COMPANY APPEAL OF: JUDITH STOCK
from the Order Entered April 17, 2013 In the Court of Common
Pleas of Bucks County Civil Division at No(s):
BEFORE: OLSON, J., SOLANO, J., and FITZGERALD,
Judith Stock appeals from the order denying her motion for
partial summary judgment and granting a cross-motion for
summary judgment by Appellee Commonwealth Land Title
Insurance Company ("Land Title"). For the reasons
that follow, we vacate the trial court's order and remand
for further proceedings.
case arose out of a failed real estate transaction. Stock
attempted to sell to George Michael property in the Borough
of Bristol, Bucks County, that was comprised of two lots (A
and B). Stock and Michael initially believed that Stock held
title to both lots, but, in fact, she did not hold title to
Lot B. When Michael discovered the title problem, he withdrew
from the transaction and sued Stock, seeking compensation for
money he spent in reliance on the contract of sale. Stock
then filed a third-party complaint against Land Title, which
had issued her a title insurance policy and provided other
services when she purportedly purchased Lots A and B. Stock
and Land Title filed cross-motions for summary judgment.
Stock now appeals the trial court's order denying her
motion and granting that of Land Title.
property at issue is located at 4 Mill Street in Bristol, and
is currently identified for tax purposes as Bucks County Tax
Map Parcel Number 4-18-28. Trial Ct. Op., 4/22/13, at
The trial court explained:
[T]he subject property is comprised of two parcels. The first
parcel ("Lot A") contains a three-story building
and a freestanding, one-story garage. The three-story
building has been operated as a hotel and restaurant. The
title of Lot A is marketable. Daniel T. Pezzola, Jr., Alfred
T. and Elaine G. Pezzola, and Daniel D. and Janet Pezzola
(collectively "Pezzolas") held title to Lot A until
they conveyed it to Stock in 1999.
The history of the second lot ("Lot B") is as
follows: The Borough of Bristol transferred Lot B, in fee, to
the Pezzolas by deed dated May 9, 1994. Lot B was a portion
of the larger Tax Map Parcel Number 4-18-29 that the Borough
of Bristol owned. The transaction severed Lot B from Parcel
Number 4-18-29. On January 23, 1995, the Bucks County Board
of Assessment updated its tax map parcel records to reflect
that Lot B merged with Lot A, and both collectively became
known as Bucks County Tax Map Parcel Number 4-18-28. However,
the metes and bounds descriptions contained in the deeds to
Lot A and B were not updated to reflect this merger. Lot B is
Id. at 2-3. Thus, as of 1999, the Pezzolas owned
both Lots A and B. They had acquired Lot A through a series
of transfers, the last of which were recorded in deeds dated
1991 and 1998. They acquired Lot B in 1994, but the deeds for
the two properties were not formally merged at that time.
Trial Ct. Op., 5/25/16, at 10.
February 26, 1999, the Pezzolas entered into an Agreement to
sell to Stock "the hotel liquor business located on 4
Mill Street, Borough of Bristol, Bucks County, Pennsylvania .
. . ." Second Am. Third-Party Compl., Ex. A ¶
The Agreement provided, "[s]eller further agrees to sell
and the Buyer agrees to purchase all real estate located and
connected to the aforesaid property . . . ."
Id. ¶ 3. The Pezzolas agreed to convey title to the
property that was "good and marketable and such as will
be insured at regular rates by any title company recognized
in the Commonwealth of Pennsylvania." Id.
¶ 14. Stock agreed to "immediately, upon execution
of this Agreement, order the necessary title insurance
search" and to "pay for the title insurance, title
search and title certificate." Id. ¶ 18.
alleges that she then entered into a contract under which
Land Title agreed to provide "real estate transactional
services" - including title searches and the drafting
and filing of a deed - for her purchase of the property, and
to issue a policy insuring title to the property. Second Am.
Third-Party Joinder and Compl. ¶¶ 5-6, 8, 53. On
May 3, 1999, Stock obtained a Title Insurance Commitment from
Land Title. Trial Ct. Op., 4/22/13, at 3. The Commitment
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM
COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND
STIPULATIONS, COMMONWEALTH LAND TITLE INSURANCE COMPANY . . .
insures, as of Date of Policy shown in Schedule A, against
loss or damage, not exceeding the Amount of Insurance stated
in Schedule A, sustained or incurred by the insured by reason
1. Title to the estate or interest described in Schedule A
being vested other than as stated therein;
2. Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title; 4. Lack of a right of access
to and from the land.
Id. at 12.
Schedule A of the Commitment provided, in relevant part:
The land referred to in this Commitment is described below
and in Schedule C attached hereto and made a part hereof.
Note For Information Only:
The land referred to in this Commitment is commonly known as:
4 Mill Street
Bucks County, Pennsylvania.
Ct. Op., 4/22/13, at 12, quoting Title Insurance Commitment,
Sched. A. Schedule C contained the following description:
ALL THAT certain messuage, restaurant, Hotel Property, Store
and other buildings, and Lot of land, situate in the First
Ward of the Borough of Bristol, in the County of Bucks and
State of Pennsylvania, bounded and described according to a
survey thereon made by John P. Taylor C.E., on February 15,
1928 as follows, to wit:
BEGINNING at a point in the Southwest side of Mill Street, at
a corner of land now or late of Lewis J. Bevan, thence along
the said side of Mill Street, South 52 degrees 35 minutes
East 96.60 feet to an angle, thence still along the same,
South 40 degrees 19 minutes 35 seconds East 27.83 feet more
or less to a stone set for a corner in land now or late of
the Delaware Division Canal Company of late the Canal Basin,
thence following the line of what was formerly the line of
the said Canal Basin and now land of the said Canal Company
in a circular direction the following courses and distances:
South 53 degrees 02 minutes West 31.60 feet to an angle,
thence South 54 degrees West 34.40 feet to an angle; thence
South 66 degrees 59 minutes West 132.00 feet to a corner in
the said Canal Basin, thence along the Canal Basin, North 46
degrees 16 minutes West 43.10 feet to a corner in land now or
late of Lewis J. Bevan, thence along same North 37 degrees 59
minutes East 180.40 feet to the place of beginning.
BEING LOT NUMBER 4 on said Plan
COUNTY PARCEL NUMBER 4-18-28.
Insurance Commitment, Sched. C. It is undisputed that the
metes and bounds set forth in Schedule C describe only Lot A.
Trial Ct. Op., 4/22/13, at 3. In fact, the description of the
property in the Commitment, including the metes and bounds
and the lot number and County Parcel Number references, is
the same as that in a 1991 deed by which the Pezzolas
obtained title to the property at 4 Mill Street - at a time
when that property did not yet include Lot B. Stock claims that
when she received that description in Schedule C, she did not
know that it encompassed only Lot A.
21, 1999, Stock received a deed conveying the property from
the Pezzolas to Stock. Stock alleges that Land Title was
responsible or shared responsibility for preparing that deed.
Second Am. Third-Party Compl. ¶ 8. The deed contained
the same metes and bounds description, lot number, and parcel
number as that in the Title Insurance Commitment. Trial Ct.
Op., 4/22/13, at 3; Plaintiff's Compl. Ex. C (1999 deed).
Stock claims that she did not know that this description
included only Lot A.
the closing of the transaction between Stock and the
Pezzolas, Land Title issued a Title Policy to Stock. The
Policy insures against "[t]itle to the
estate or interest described in Schedule A being vested other
than as stated therein." Owner's Policy of Title
Insurance, p. 1. Schedule A to the Policy is a description of
the property that is identical to Schedule C of the Title
Commitment, and, like the Commitment, it covers "ALL
THAT certain messuage, restaurant, Hotel Property, Store and
other buildings, and Lot of land" described by a metes
and bounds recitation that encompasses only Lot A. With some
circularity, the policy defines the term "land" as
the land described or referred to in Schedule A, and
improvements affixed thereto which by law constitute real
property. The term "land" does not include any
property beyond the lines of the area described or referred
to in Schedule A . . . .
Ct. Op., 4/22/13, at 13 (quoting policy). Schedule B to the
policy lists exceptions to coverage, including a "survey
exception" that applies to "[u]nrecorded easements,
discrepancies or conflicts in boundary lines, shortages in
area and encroachments which an accurate and complete survey
would disclose." Appellant's Brief at 22;
Appellee's Brief at 34 (quoting policy).
August 1, 2006, Stock and Michael entered into an agreement
whereby Stock would sell to Michael "all that certain
tract or parcel of land, including any buildings and other
improvements located thereon, being Tax map Parcel No.
4-18-028, " for $2.2 million. Agreement of Sale
¶¶ 1-2. At that time, Stock and Michael believed
that both Lots A and B were included in the property to be
conveyed. Michael paid Stock $120, 000 in deposits and
incurred additional expenses to obtain approvals for his
planned development of the property. Trial Ct. Op., 4/22/13,
to the closing, on March 27, 2007, Michael advised Stock that
the 1999 deed had not transferred Lot B to Stock. Stock
contacted Land Title, and a Land Title employee suggested
that Stock cure the defect in title through a Deed of
Confirmation. However, on June 8, 2007, Michael informed
Stock that the Deed of Confirmation would not cure the
defect. On September 17, 2007, Stock provided Land Title with
a written notice of a claim under the Title Insurance Policy.
On September 25, 2007, Michael withdrew from the sale due to
the lack of clear title. On October 5, 2007, Land Title
denied Stock's insurance claim. Trial Ct. Op., 4/22/13,
at 4. In February 2008, the Pezzolas executed a Deed of
Confirmation that stated that their 1999 deed was intended to
convey both Lots A and B to Stock. Id.
December 20, 2007, Michael sued Stock, seeking the return of
his $120, 000 deposit and repayment of expenses he incurred
in reliance on the Agreement of Sale. Stock then filed a
third-party complaint against Land Title and Edward J.
Morris, Esquire, who represented her in the 1999 purchase of
the property from the Pezzolas. With respect to Land Title,
Stock's pleading (as amended) asserted the following
claims: breach of the Insurance Policy and Commitment (Count
I); bad faith (Count II); breach of a contract to provide
professional services (Count III); negligence (Count IV); and
indemnification (Count VII).
August 6, 2012, Stock filed a motion for partial summary
judgment against Land Title, seeking entry of judgment in her
favor with respect to Counts I (breach of the Insurance
Policy and Commitment) and II (bad faith). On August 30,
2012, Land Title filed a cross-motion for summary judgment,
seeking judgment in its favor with respect to all claims
Stock had brought against it.
hearing on February 6, 2013, the trial court issued an order
dated April 17, 2013, denying Stock's motion and granting
that of Land Title. In an opinion dated April 22, 2013, the
trial court explained:
[Land Title] did not breach the Commitment. [Land Title] did
not have any obligation to Stock to indemnify or defend her
title to Lot B because the Commitment insured only Lot A. . .
. Additionally, Stock cannot recover on her claims for
negligence and bad faith because [Land Title] had no duty to
insure the title to Lot B.
Ct. Op., 4/22/13, at 14.
April 6, 2016, Stock filed a praecipe to mark her remaining
claims against Morris "settled, discontinued and
ended." On April 20, 2016, Stock filed a ...