HomeMy WebLinkAbout98-4434 civilLINDA M. RICH, : IN THE COURT OF COMMON PLEAS OF
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
: NO. 98-4434 CIVIL
STREETGARD, INC.,
Defendant
IN RE: DEFENDANT'S PRELIMINARY OBJECTIONS
Before HOFFER, P.J. and OLER, J.
ORDER OF COURT
AND NOW, June 30, 1999, upon careful consideration of both parties' briefs
and argument, defendant's Preliminary Objections are sustained. Plaintiff's
Complaint is therefore dismissed.
By the Court,
Samuel L. Andes, Esquire
525 North 12th Street
Lemoyne, PA 17043
For the Plaintiff
P. Kevin Brobson, Esquire
Buchanan Ingersoll, P.C.
30 North Third Street
8th Floor
Harrisburg, PA 17101
For the Defendant
LINDA M. RICH, : IN THE COURT OF COMMON PLEAS OF
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V.
: NO. 98-4434 CIVIL
STREETGARD, INC.,
Defendant
IN RE: DEFENDANT'S PRELIMINARY OBJECTIONS
Before HOFFER, P.J. and OLER, J.
OPINION
HOFFER, P.J.:
In this opinion we shall address Defendant's Preliminary Objections. The
facts of this case are as follows: Plaintiff, Linda M. Rich, and her husband, John
Rich, were the two primary stockholders of Streetgard, Inc., the Defendant, during
their marriage. Pursuant to a property settlement agreement entered into upon the
dissolution of the marriage, Defendant gave Plaintiff a note promising to pay to
Plaintiff a principal sum of $231,935.65 in 360 monthly installments of $1,391.29.
Payments were to start June 20, 1998.
The terms of the note negotiated by the parties reflect that, if at any time
Defendant failed to timely pay an installment, Defendant had ten days to cure the
problem upon notice from the Plaintiff of the failure to pay an installment on time.
The note did not include an acceleration clause. Defendant failed to pay the June
20 and July 20, 1998 installments. Plaintiff gave notice to the Defendant and the
Defendant failed to cure the problem in the ten day time period as required by the
note.
98-4434 CIVIL TERM
Plaintiff filed her complaint on August 3, 1998. Defendant responded by filing
the preliminary objections currently addressed by the Court.
Plaintiff's complaint alleges that she has suffered harm through Defendant's
failure to pay the first two installments. As a result, Plaintiff demands judgment for
the entire sum due under the note, $231,935.65. Defendant's preliminary objections,
in the form of a demurrer, claim that the Plaintiff has failed to state a cause of action
upon which relief may be granted because the promissory note negotiated by the
parties does not contain an acceleration clause.
Discussion
Preliminary objections, in the form of a demurrer, may only be sustained 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.
A court must construe a contract as written and may not modify the plain
meaning of the words. Carosone v. Carosone, 455 Pa. Super. 450, 453, 688 A.2d
733, 735 (1997). "Furthermore, a written contract must be construed as a whole and
98-4434 CIVIL TERM
the parties intentions must be ascertained from the entire instrument; effect must be
given to each part of a contract." Id._~. at 454, 688 A.2d at 735. A contract will only be
construed against the drafter if the terms are ambiguous. Banks Enqineerin,q Co.,
Inc. v. Polons, 697 A.2d 1020, 1023 (Pa. Super. 1997). Ambiguity is present in a
contract if it is reasonably susceptible to different constructions and could be
understood in more than one manner. Id._.~. "[W]hen the language of a contract is
clear and unequivocal, courts interpret its meaning by its content alone, within the
four corners of the document." Banks Engineering Co., Inc. v. Polons, 697 A.2d
1020, 1023 (Pa. Super. 1997)(citations omitted).
In Vincler v. Vincler, 400 Pa. Super. 157, 583 A.2d 4 (1990), a husband and
wife entered into a written agreement for the husband to pay the wife monthly
alimony. The agreement contained a confession of judgment provision but no
acceleration clause. Id__~. at 160, 583 A.2d at 5. Husband failed to make the first three
payments and wife caused judgment to be confessed for the sum of the first three
unpaid installments. Vincler at 159, 583 A.2d at 4. Husband failed to make the
fourth payment and wife caused judgment to be confessed for the total sum of all
remaining alimony payments. Vincler at 159, 583 A.2d at 4-5. Husband moved to
strike or open the judgment and the trial court denied all relief. Vincler at 159, 583
A.2d at 5. On appeal, the Superior Court held that the terms of the agreement must
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be strictly construed. Id. at 160, 583 A.2d at 5. Because the agreement did not
contain the authority to confess judgment for an amount in excess of that in actual
default, or an acceleration clause, the wife was not entitled to judgment for the full
amount of all future alimony payments. Id.
In the case at bar, the Court may not look beyond the four corners of the
promissory note unless it is ambiguous. Reviewing the note and the plain meaning
of its terms, the agreement is clear and unequivocal. It is clear that the agreement
between the parties must be strictly construed. The agreement does not contain an
acceleration clause. Although the promissory note is not characterized as an
alimony agreement, the dispute between the parties can be analogized to the
situation in Vincler. Without an acceleration clause, the Plaintiff is not entitled to
acceleration of the payments. The Court will not look beyond the terms of the
promissory note negotiated by the parties. The Plaintiff cannot proceed as if an
acceleration clause was present. The terms of the note do not expressly proveide
for the acceleration of the payments upon default. Therefore, Defendant's
preliminary objections, in the form of a demurrer, are sustained and Plaintiff's
complaint is dismissed.
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