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HomeMy WebLinkAbout2005-4689 Civil LETTERMEN, INC. AND RICH VALLEY GOLF, INC., PLAINTIFFS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. SILVER SPRING TOWNSHIP AND SILVER SPRING TOWNSHIP BOARD OF SUPERVISORS, DEFENDANTS 05-4689 CIVIL TERM IN RE: PLAINTIFFS' MOTION FOR PARTIAL SUMMARY JUDGMENT ON LIABILITY BEFORE BAYLEY, J. AND EBERT, J. OPINION AND ORDER OF COURT Bayley, J., February 21, 2007:-- On June 21, 2006, plaintiffs, Lettermen, Inc., and Rich Valley Golf, Inc., filed a complaint against defendants, Silver Spring Township and Silver Spring Township Board of Supervisors. Plaintiffs aver that Rich Valley Golf, Inc. operates under the business name "Rich Valley Golf" and is a subsidiary and successor in interest and business affiliate with Lettermen, Inc. The following facts are admitted by defendants. Lettermen, Inc., obtained approvals in Silver Spring Township, Cumberland County, to construct a golf course and related facilities.1 On March 10, 1999, the Township approved a conditional use application with several conditions. Condition 5 required Lettermen to fund roadway improvements and install electric traffic signals at the 1 Construction has been completed. 05-4689 CIVIL TERM intersection of Rich Valley Road and Carlisle Pike.2 Lettermen filed a land use appeal in this court challenging some of the conditions, including Condition 5. On January 12, 2000, an order was entered annulling Condition 5. The Township filed an appeal to the Commonwealth Court of Pennsylvania. The appeal was withdrawn following the execution of a Settlement Agreement on May 14, 2000, which provides: WHEREAS, there presently is pending in the Commonwealth Court of Pennsylvania at No. 358 C.D. 2000 an appeal of the decision of the Cumberland County Court of Common Pleas, which annulled Condition 5 of the Conditional Use Decision CU-98-6 of the Board of Supervisors of Silver Spring Township; and WHEREAS, Condition 5 required that if warranted by Penn DOT, Developer shall provide the funds necessary to improve the roadway and install electric traffic signals at the intersection of Rich Valley Road and Carlisle Pike, which funding requirements would be reduced by the amount, if any, of prior developer contributions made specifically for such purposes at said intersection; and WHEREAS, both the Township and the Developer acknowledge that the final outcome of the aforementioned appeal is uncertain and unpredictable; and WHEREAS, the Township and Developer both desire to settle and determine, with finality, the present appeal in the Commonwealth Court in a manner which will best serve the interests of the present and future residents of the Township of Silver Spring. NOW, THEREFORE, in their mutual effort to settle and determine, with finality, the aforementioned appeal, the Township and Developer do hereby agree to the following: 1. The Developer shall pay and deliver to the Township, upon approval of a land development plan for the golf course proposed by Developer and prior to its recordation in the Office of the Recorder of Deeds in and for Cumberland County and prior to the issuance of any permits to construct the golf course or any portion thereof, cash or check in the sum of six thousand and nolOO dollars 2 The costs for such improvements could be substantial. -2- 05-4689 CIVIL TERM ($6,000.00) as its nonrefundable contribution to the Township to be utilized at the discretion of the Township, for the improvement of Rich Valley Road andlor the improvement andlor signalization of the intersection of Rich Valley Road and Carlisle Pike. 2. Upon execution of this Agreement by Developer and Township, Township shall file a Praecipe to withdraw the aforementioned appeal. 3. This Agreement sets forth the entire agreement and understanding between the parties hereto with regard to the settlement of the aforementioned appeal, and there are no covenants, promises, agreements, conditions or understandings either oral or written between said parties other than herein expressly set forth or referenced. No subsequent alternation, amendment, change or addition to this Agreement shall be binding on any party unless reduced in writing and signed by all parties. 4. This Agreement is made for the purposes previously set forth in the introductory clauses hereof and shall be binding upon the Township, its successors and assigns, and Developer and its heirs, successors and assigns. (Emphasis added.) On September 14, 2001, the Township re-approved Lettermen's preliminary subdivision plan and land development plan. The re-approvals were made subject to the same conditions attached to the conditional use approval of March 10, 1999. Lettermen filed land use appeals in this court challenging both re-approved plans. On December 5, 2002, an order of relief was entered that provided that the conditions already dealt with by the court are not viable conditions for the revised subdivision and revised land development plans. In the complaint, plaintiffs seek monetary damages, alleging that "The Defendants' September 14, 2001 decisions [the re-approvals] constituted a breach of -3- 05-4689 CIVIL TERM the May 14, 2000 Settlement Agreement between the parties."3 Defendants filed preliminary objections in the form of a demurrer which were denied by an order, supported by a written opinion on September 20, 2006. Plaintiff filed a motion for partial summary judgment on liability which was briefed and argued on January 24, 2007. In Washington v. Baxter, 719 A.2d 733 (Pa. 1998), the Supreme Court of Pennsylvania set forth the standard for deciding a motion for summary judgment. A court: . .. must view the record in the light most favorable to the non-moving party, and all doubts as to the existence of a genuine issue of material fact must be resolved against the moving party. Pennsylvania State University v. County of Centre, 532 Pa. 142, 143-145,615 A.2d 303,304 (1992). In order to withstand a motion for summary judgment, a non-moving party "must adduce sufficient evidence on an issue essential to his case and on which he bears the burden of proof such that a jury could return a verdict in his favor. Failure to adduce this evidence establishes that there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law." Ertrel v. Patriot-News Co., 544 Pa. 93,101-102,674 A.2d 1038,1042 (1996). In Hart v. Arnold, 884 A.2d 316 (Pa. Super. 2005), the Superior Court of Pennsylvania stated: To successfully maintain a cause of action for breach of contract the plaintiff must establish: (1) the existence of a contract, including its essential terms, (2) a breach of a duty imposed by the contract, and (3) resultant damages. Gorski v. Smith, 812 A.2d 683 (Pa.Super.2002), appeal denied, 579 Pa. 692, 856 A.2d 834 (2004) (citing Corestate Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa.Super.1999)). The fundamental rule in interpreting the meaning of a contract is to ascertain and give effect to the intent of the contracting parties. 3 The damages sought are legal fees, costs, carrying costs, debt service, maintenance, equipment, infrastructure, administrative costs and lost revenue related to the additional litigation and delay in the development of golf course and facilities. -4- 05-4689 CIVIL TERM The intent of the parties to a written agreement is to be regarded as being embodied in the writing itself. The whole instrument must be taken together in arriving at contractual intent. Courts do not assume that a contract's language was chosen carelessly, nor do they assume that the parties were ignorant of the meaning of the language they employed. When a writing is clear and unequivocal, its meaning must be determined by its contents alone. Murphy v. Duquesne University Of The Holy Ghost, 565 Pa. 571, 591, 777 A.2d 418, 429 (2001) (internal citations and quotation marks omitted). "In ascertaining the intent of the parties to a contract, it is their outward and objective manifestations of assent, as opposed to their undisclosed and subjective intentions, that matter." Espenshade v. Espenshade, 729 A.2d 1239, 1243 (Pa. Super.1999). Further, "specific, express written language is not necessary for a particular contractual intent to exist in an agreement. Rather, it is common for the intent of contracting parties to be inherent in the totality of their contract." Murphy, supra at 596, 777 A.2d at 432. "In the absence of an express provision, the law will imply an agreement by the parties to a contract to do and perform those things that according to reason and justice they should do in order to carry out the purpose for which the contract was made and to refrain from doing anything that would destroy or injure the other party's right to receive the fruits of the contract." Slater v. Pearle Vision Center, Inc., 376 Pa.Super. 580, 546 A.2d 676, 679 (1988) (describing what is known as "doctrine of necessary implication"). "The meaning of an unambiguous written instrument presents a question of law for resolution by the court." Murphy, supra at 591, 777 A.2d at 430. (Emphasis added.) In Slater v. Pearle Vision Center, Inc., 376 Pa. Super. 580 (1988), the Superior Court stated: Thus, where it is clear that an obligation is within the contemplation of the parties at the time of contracting or is necessary to carry out their intentions, the court will imply it. Gallagher v. Upper Darby Township, 114 Pa.Commw. 463, 539 A.2d 643,467 (1988). This is true even where the contract itself is not ambiguous. Id.; [Frickert v. Deiter Bros. Fuel Co., Inc., 464 Pa. 596 (1975)]. Since the doctrine of necessary implication serves not to instruct the court as to which of two possible interpretations of a contract should be adopted, but rather to allow the court to enforce the clear intentions of the -5- 05-4689 CIVIL TERM parties and avoid injustice, the court does not need to find an ambiguity before it will employ the doctrine. (Emphasis added.) A settlement agreement is to be construed pursuant to general contract rules. See Amerikohl Mining, Inc. v. Mount Pleasant Township, 727 A.2d 1179 (1999). In the case sub judice, plaintiffs correctly maintain that the Settlement Agreement left the trial court order of January 12, 2000 in place in exchange for a payment of $6,000 to be used by the Township for the improvement of Rich Valley Road andlor the signalization andlor improvement of its intersection with Carlisle Pike. In its brief, while acknowledging that the settlement agreement is unambiguous, defendants maintain that summary judgment should be denied "because Plaintiffs endeavor to interpret the Settlement Agreement in a fashion wholly contrary to the express terms of same and wholly contrary to the non-moving party's stated intention regarding same." Defendants further argue that the integration clause in the Agreement limits it to the terms expressly set forth therein. Defendants position belies the law. The meaning of an unambiguous settlement agreement presents a question of law for resolution by the court, and in interpreting the contract, the court, in the absence of an express provision, may imply an agreement to perform those things according to reason and justice that must be done in order to carry out the purpose of the contract and refrain from doing anything that would destroy or injure the other party's right to receive the fruit of the contract. Slater v. Pearle Vision Center, Inc., supra. We have already set forth in the opinion in denial of defendants' demurrer to plaintiffs' complaint that: [t]he specific terms of the Settlement Agreement between Lettermen, Inc., and Silver Spring Township, which are not ambiguous, provided for the withdrawal of -6- 05-4689 CIVIL TERM the appeal and a $6,000 payment "to be utilized at the discretion of the Township, for the improvements of Rich Valley Road andlor the improvement andlor signalization of the intersection of Rich Valley Road and Carlisle Pike," bringing finality to the dispute over Condition 5 that was annulled by an order of court, and which became final when the appeal was withdrawn. (Emphasis added.) Under defendants' interpretation of the Settlement Agreement, plaintiffs would have received nothing in return for their $6,000 payment. To the contrary, despite the Settlement Agreement being silent as to the imposition of Condition 5, its execution resulted in the finality of the trial court annulling Condition 5. A party must refrain from doing anything that would destroy or injure the other party's right to receive the fruits of the contract. Hart v. Arnold, supra. By reimposing Condition 5, we find as a matter of law that defendants breached the Settlement Agreement. Accordingly, the following order is entered. ORDER OF COURT AND NOW, this day of February, 2007, the motion of plaintiffs for partial summary judgment on liability for breach of the Settlement Agreement dated May 14, 2000, IS GRANTED. By the Court, Edgar B. Bayley, J. Hubert X. Gilroy, Esquire For Plaintiffs Cheryl L. Kovaly, Esquire 225 Market Street -7- 05-4689 CIVIL TERM Suite 304 P.O. Box 1245 Harrisburg, PA 17108-1245 F or Defendants :sal -8- LETTERMEN, INC. AND RICH VALLEY GOLF, INC., PLAINTIFFS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. SILVER SPRING TOWNSHIP AND SILVER SPRING TOWNSHIP BOARD OF SUPERVISORS, DEFENDANTS 05-4689 CIVIL TERM IN RE: PLAINTIFFS' MOTION FOR PARTIAL SUMMARY JUDGMENT ON LIABILITY BEFORE BAYLEY, J. AND EBERT, J. ORDER OF COURT AND NOW, this day of February, 2007, the motion of plaintiffs for partial summary judgment on liability for breach of the Settlement Agreement dated May 14, 2000, IS GRANTED. By the Court, Edgar B. Bayley, J. Hubert X. Gilroy, Esquire For Plaintiffs Cheryl L. Kovaly, Esquire 225 Market Street Suite 304 P.O. Box 1245 Harrisburg, PA 17108-1245 F or Defendants :sal