from the Judgment Entered June 14, 2016 In the Court of
Common Pleas of Lebanon County Civil Division at No.:
BEFORE: LAZARUS, J., STABILE, J., and DUBOW, J.
Scott T. Robinson, individually, appeals from the June 14,
2016 Judgment entered by the Lebanon County Court of Common
Pleas after a bench trial. We reverse.
relevant facts, as gleaned from the certified record, are as
follows. Mark Hershey Farms, Appellee, manufactures, sells,
and delivers feed for dairy cattle to individual farms.
Appellant's father, Lonnie Robinson, owned a dairy farm
and purchased feed from Appellee for several years. Lonnie
placed the ownership interests for the land and business
operations in various corporate entities. Lonnie purchased
feed from Appellee through the entity known as Meadow Valley
Dairy, Inc. ("Meadow Valley").
February 13, 2009, Lonnie died with an outstanding debt owed
to Appellee of approximately $118, 741.31 for previously
delivered feed. Appellant was designated as the Executor of
Lonnie's Estate in Lonnie's Will. Lonnie's Will
was probated in the Orphan's Court of York County and
Letters Testamentary were issued to Appellant on February 19,
2009. Appellant was the sole beneficiary of the Estate.
trial court described the ownership situation of Meadow
Valley as follows:
Lonnie L. Robinson is the owner of 100 percent of the stock
of this corporation, which is the operating corporation for
the dairy farm located at 915 Galen Hall Road. All of the
operating expenses of Meadow Valley Dairy, Inc. were paid
directly by Lonnie L. Robinson from his personal accounts
during his lifetime, and after his death, by the estate in
order to continue the operation of the dairy farm at 915
Galen [Hall] Road  until such time as the milk market
improves and this asset can be liquidated by the estate.
Trial Court Opinion, 2/8/16, at 5.
Lonnie's death, Appellant exercised control over the farm
and its operations as Executor of Lonnie's Estate and as
an employee of Meadow Valley. Appellant continued to order
feed from Appellee through Meadow Valley. He failed to pay
$294, 448.98, and by October 2010, Meadow Valley owed
Appellee a total of $413, 190.29.
October 21, 2010, Appellee initiated the instant action by
filing a Complaint against Appellant individually, Appellant
as Executor of Lonnie's Estate, Meadow Valley Dairy,
Inc., 915 Galen Hall Road Associates, Jessica Cow II, LLC,
Med O Valley Farms, and Meadow Valley Dairy Farm.
Appellee's two counts against Appellant individually were
(1) breach of contract based on a handwritten letter that
Appellant gave Appellee, and (2) unjust enrichment based on
the feed deliveries to the farm from which Appellant
benefited. For a remedy, Appellee sought specific money
damages. Appellee did not request equitable relief. Appellee
never amended or sought leave to amend the Complaint.
to trial, the parties submitted a Joint Pre-Trial Stipulation
on February 16, 2015. The Stipulation held all defendants
liable for the entire amount of $413, 190.29, except
Appellant individually. As a result, the only issue remaining
for trial was Appellant's individual liability based upon
the two counts described above.
a bench trial, the trial court rendered its written verdict
in favor of Appellee in the amount of $413, 190.29. The trial
court pierced the corporate veil to find Appellant liable
individually for the debts incurred by Meadow Valley Farm,
Inc., despite his failure to "[attain]
membership/ownership status with regard to the corporate
entity." Trial Court Opinion, 2/8/16, at 10. After the
filing of Post-Trial Motions, the trial court also found
Appellant individually liable on this alternative basis.
Trial Court Opinion, 6/14/16, at 6-8.
14, 2016, following Post-Trial Motions, the trial court filed
an Order amending the verdict award to $294, 448.98 and
29, 2016, Appellant filed a timely Notice of Appeal. The
trial court filed a Pa.R.A.P. 1925(a) Opinion, but did not