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HomeMy WebLinkAbout98-5250 civilMANSFIELD SHOP EQUIPMENT : IN THE COURT OF COMMON PLEAS OF SALES, INC., : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : NO. 98-5250 CIVIL CONNIE R. WELSH, BUD KUNKEL AUTO PARTS, INC. and L&M MACHINE, INC., Defendants IN RE: PRELIMINARY OBJECTIONS OF KUNKEL AUTO and WELSH ORDER OF COURT AND NOW, June 30, 1999, after careful consideration and pursuant to the Opinion filed on this date, defendants' first four Preliminary Objections are overruled. Defendants' Preliminary Objection regarding punitive damages is granted. By the Court, Lindsay Dare Baird, Esquire Irv Cooper, Esquire 37 South Hanover Street 108 Polo Drive Carlisle, PA 17013 North Wales, PA 19454-4241 For the Plaintiff For Defendant L&M Machine, Inc. Margo A. Jochims, Esquire Steven J. Fishman, Esquire Abemathy, Auld & Young, P.C. O'Bden, Baric & Scherer 4499 Mount Royal Boulevard 17 West South Street Allison Park, PA 15101 Carlisle, PA 17013 For Defendants Bud Kunkel Auto For Defendants Bud Kunkel Auto Pads, Inc. and Connie R. Welsh Pads, Inc. and Connie R. Welsh MANSFIELD SHOP EQUIPMENT : IN THE COURT OF COMMON PLEAS OF SALES, INC., : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : : V, : : NO. 98-5250 CIVIL CONNIE R. WELSH, BUD KUNKEL: AUTO PARTS, INC. and L&M : MACHINE, INC., : Defendants : IN RE: PRELIMINARY OBJECTIONS OF KUNKEL AUTO and WELSH OPINION HOFFER, P.J.: In this opinion, the Court shall address defendant's Preliminary Objections. The parties involved in the above captioned case are: (1) plaintiff, Mansfield Shop Equipment Sales, Inc., a Cumberland County, Pennsylvania corporation; (2) defendant, Bud Kunkel Auto Parts, Inc. (hereinafter "Kunkel Auto Parts"), a corporation with its sole place of business in Allegheny County, Pennsylvania; (3) defendant, Connie R. Welsh (hereinafter "Welsh"), in her capacity as a representative of Kunkel Auto Parts; and (4) defendant, L&M Machine, Inc. (hereinafter "L&M Machine"), a Hatboro, Pennsylvania corporation not directly involved in the preliminary objections currently before the Court. Plaintiff filed its complaint on September 10, 1998. Plaintiff alleges that the facts underlying this dispute are that plaintiff entered into an exclusive brokerage contract with Kunkel Auto Parts, negotiated by Welsh, 98-525O CIVIL in late November 1997. The contract gave plaintiff the exclusive right to sell four pieces of equipment owned by Kunkel Auto Parts in exchange for a commission. The terms of the contract made plaintiff an agent for Kunkel Auto Parts and the agency status was to survive the contract by 180 days. At the time the contract was entered into, plaintiff believed Welsh to be the sole owner of Kunkel Auto Parts and did not realize that the business was incorporated. Plaintiff worked to sell the equipment and found a prospective buyer in L&M Machine. In May of 1998, plaintiff's representatives traveled to Kunkel Auto Parts with representatives of L&M Machine to show them the equipment. The L&M Machine representatives understood that plaintiff was acting as an agent for Kunkel Auto Parts in trying to negotiate the sale of the equipment. The brokerage contract expired at the end of May 1998. Plaintiff continued to contact L&M Machine about the sale but was told it was no longer interested because the necessary equipment had been purchased from an aviation business in New York. Plaintiff attempted to renew the brokerage contract with Welsh but she told plaintiff that she had sold the equipment to someone in New York. In July of 1998, one of plaintiff's salespeople visited L&M Machine and took serial numbers from two pieces of equipment found on site. The serial numbers matched the serial numbers of the equipment to be sold under the brokerage contract. Plaintiff asserts that Welsh and Kunkel Auto Parts sold the 2 98-5250 CIVIL equipment directly to L&M Machine, in violation of the brokerage contract, and caused plaintiff to suffer the loss of its commission. Plaintiff's complaint contains two counts, a breach of contract claim and an intentional interference with business relationship claim. Defendants, Kunkel Auto Parts and Welsh, filed preliminary objections to plaintiff's complaint alleging improper venue in Cumberland County for both Welsh and Kunkel Auto Parts, failure to state a cause of action against Welsh personally, failure to state a cause of action for breach of contract, and failure to state a claim for attorney's fees and/or punitive damages. Discussion Venue for Defendant Kunkel Auto Parts In Pennsylvania courts, to establish venue over a corporate defendant, Pa. R. Civ. P. 2179 must be met. The rule states: (a) Except as otherwise provided by an Act of Assembly or by subdivision (b) of this rule, a personal action against a corporation or similar entity may be brought in and only in (1) the county where its registered office or principal place of business is located; (2) a county where it regularly conducts business; (3) the county where the cause of action arose; or (4) a county where a transaction or occurrence took place out of which the cause of action arose. Pa. R. Civ. P. 2179(a). The county in which the cause of action arose is the 3 98-5250 CIVIL county in which the plaintiff has its principal place of business if the complaint alleges breach of contract for failure to pay sums due at the plaintiff's place of business. Lucas Enterprises, Inc. v. Paul C. Harmon Co., Inc., 273 Pa. Super. 422, 417 A.2d 720 (1980). In the case at bar, plaintiff alleges that it fulfilled its duty under the contract. Plaintiff found a buyer, L&M Machine, for the equipment Kunkel Auto Parts wanted to sell. Plaintiff claims that a breach occurred when it did not receive its commission after the equipment was sold to L&M Machine. Failure to pay amounts due under the contract at plaintiff's place of business makes Cumberland County a county in which the cause of action arose. As such, venue over Kunkel Auto Parts in Cumberland County is proper and defendants' preliminary objection is overruled. Venue for Defendant Welsh Venue over individual defendants is controlled by Pa. R. Civ. P. 1006. Subsection (c) of the rule states: (c) An action to enforce a joint or joint and several liability against two or more defendants, except actions in which the Commonwealth is a party defendant, may be brought against all defendants in any county in which the venue. may be laid against any one of the defendants under the general rules of Subdivisions (a) or (b). Pa. R. Civ. P. 1006(c). Because it was proper to assert venue over defendant 4 98-5250 CIVIL Kunkel Auto Parts in Cumberland County, venue is proper in Cumberland County for defendant Welsh. Defendants' preliminary objection is overruled. Cause of Action Against Welsh Individually Defendants claim that plaintiff has failed to state a claim against Welsh individually. Preliminary objections, in the form of a demurrer, may be sustained only if, after admitting as true all well pleaded, relevant facts and any inferences fairly deduced therefrom, it is clear that there is no theory of law that could provide relief for the claimant. Willet v. Pennsylvania Medical Catastrophe Loss Fund, 549 Pa. 613, 619, 702 A.2d 850, 853 (1997). The grant of a demurrer is proper if it is clear and free from doubt that the moving party has failed to state a claim upon which relief can be granted. Id. Additionally, it is an axiom of contract law that "one cannot be liable for breach of contract unless one is a party to that contract." Electron Energy Corp. v. Short, 408 Pa. Super. 563, 567, 597 A.2d 175, 177 (1991). Plaintiff claims that at the time the contract was formed, it believed that Welsh was the sole owner of Kunkel Auto Parts and it did not know that the business was incorporated. Looking at the face of the contract, there is nothing that makes it clear that Welsh was acting only as an agent for Kunkel Auto Parts. Welsh may have been acting in an individual capacity. Plaintiff has pled facts sufficient to withstand a demurrer. Defendant's preliminary objection is overruled. 5 98-5250 CIVIL Breach of Contract Claim Defendants' fourth preliminary objection is a demurrer to plaintiff's claim for breach of contract. Plaintiff and defendants entered into an exclusive brokerage contract for the sale of four pieces of equipment. Plaintiff was to receive a commission if a buyer, introduced to Kunkel Auto Parts by plaintiff, purchased the equipment. Plaintiff claims that the equipment to be sold under the contract was sold to L&M Machine, whom plaintiff had introduced to defendants, and that plaintiff was not paid the commission due. On its face, plaintiff's complaint alleges sufficient facts to support a breach of contract action. Punitive Damages Defendant's final assertion is that plaintiff has failed to state a cognizable claim for punitive damages. Punitive damages are proper where a defendant's conduct can be characterized as outrageous. Johnson v. Hyundai Motor America, 698 A.2d 631, 639 (Pa. Super. 1997). However, punitive damages are not available in breach of contract actions. Id. Nothing plaintiff alleges rises to the level of outrageous conduct. Punitive damages are unavailable. Defendant's preliminary objection is granted. 6