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HomeMy WebLinkAbout95-2537 CivilSTEPHEN R. PANDOLF and CAROL A. PANDOLF, Husband and Wife, Plaintiffs Ve HOMESTEAD GROUP, INC., a Pennsylvania Corporation, and MICHAEL J. GREENE, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 95-2537 CIVIL TERM IN RE: DEFENDANTS' MOTION FOR SUMMARY JUDGMENT BEFORE OLER, J. ORDER OF COURT AND NOW, this ~day of April, 1996, upon consideration of Defendants' Motion for Summary Judgment, and for the reasons stated in the accompanying Opinion, the motion is DENIED in part and GRANTED in part. Pursuant to an agreement of counsel reached at oral argument, count II of Plaintiff's complaint (for misrepresentation and breach of duty to disclose material facts), is dismissed and Michael J. Green is deleted as a party defendant. In all other respects the motion is denied. Mark E. Halbruner, Esq. Suite 2 600 North 12th Street, Lemoyne, PA 17043 Attorney for Plaintiffs BY THE COURT, Wesley 01~ J~:, J. ~1 Theodore A. Adler, Esq. 2331 Market Street Camp Hill, PA 17011-4642 Attorney for Defendants : rc STEPHEN R. P~_NDOLF and CAROL A. PANDOLF, Husband and Wife, Plaintiffs Ve HOMESTEAD GROUP, INC., a Pennsylvania Corporation, and MICHAEL J. GREENE, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 95-2537 CIVIL TERM IN RE: DEFENDANTS' MOTION FOR SUMMARY JUDGMENT BEFORE OLER, J. OPINION and ORDER OF COURT Oler, J. This action arises out of certain agreements, or alleged agreements, between Plaintiffs, a married couple, and Defendant Homestead Group, Inc., a real estate agency, in connection with the listing of Plaintiffs' residence for sale. Currently before the court is a defense motion for summary judgment. STATEMENT OF FACTS Based upon the record, it appears that the following facts, except as otherwise indicated, are not in dispute. The Plaintiffs are Stephen R. Pandolf and Carol A. Pandolf, husband and wife, presently residing at 19 Woburn Abbey Avenue, East Pennsboro Township, Cumberland County, Pennsylvania. The Defendants are Homestead Group, Inc. (hereinafter Homestead), a Pennsylvania corporation with its principal place of business at 4075 Market Street, Camp Hill, Cumberland County, Pennsylvania, and Michael J. Greene (hereinafter Greene), the president and majority stockholder of Homestead. In November, 1993, Plaintiffs owned and lived at premises NO. 95-2537 CIVIL TERM having an address of 870 South 80th Street, Swatara Township, Dauphin County, Pennsylvania (hereinafter Swatara Township property). At that time, Plaintiffs met with Greene and other representatives of Homestead to discuss Plaintiffs' desire to sell their Swatara Township property and to purchase a building lot in a residential development in East Pennsboro Township, Cumberland County, known as Floribunda Heights. Thereafter, Plaintiffs discussed the possibility of entering into an agreement with Homestead whereby Plaintiffs would list their home for sale with Homestead and Homestead would pay Plaintiffs $1,700.00 per month for several months, which payments would commence only if the home were not sold within six months of being listed. The parties are in disagreement as to whether these discussions resulted in an oral agreement between Plaintiffs and Homestead. Plaintiffs maintain that, based on their meetings with Homestead, the parties had reached an oral agreement to list Plaintiffs' Swatara Township property for sale with Homestead and to receive the $1,700.00 monthly payments from Homestead if the property were not sold within six months of being listed. On the other hand, Defendants assert that Homestead never entered into an oral agreement with Plaintiffs, the parties having merely discussed entering into a written listing agreement whereby Plaintiffs' property would be listed with Homestead and Homestead would pay Plaintiffs $1,700.00 per month if several conditions were first met NO. 95-2537 CIVIL TERM by Plaintiffs. Subsequently, on January 4, 1994, Plaintiffs purchased a building lot in the Floribunda Heights development. On or about January 19, 1994, Plaintiffs entered into a written Exclusive Right To Sell Agreement for Sale of Real Estate (hereinafter Listing Agreement) with Defendant Homestead. The Listing Agreement pertained to Plaintiffs' Swatara Township property, bore an initial listing price of $259,000.00, and had a one-year term commencing February 1, 1994. On or about the same January date, Plaintiffs entered into an Addendum to Exclusive Right To Sell Agreement for Sale of Real Estate (hereinafter Addendum to Listing Agreement or Addendum) which provided, in pertinent part, the following: If the [Swatara Township property] is not sold by September 1, 1994, Homestead will pay [Plaintiffs] the sum of $1,700.00 per month to commence on September 1, 1994, and continue to the day of settlement or February 1, 1995, whichever shall occur first. This Agreement is subject to Homestead listing the property for sale by February 1, 1994 at a price mutually acceptable to both parties (to be determined by appraisals) and continuing during the term of this Agreement. In November of 1993, the Swatara Township property had been appraised at $155,000.00. Plaintiffs did not agree with the appraised value and therefore requested a second appraisal by a company of their choice. The second appraisal estimated the value of Plaintiffs' property to be $179,500.00. Despite several reductions in the initial listing price, 3 NO. 95-2537 CIVIL TERM Plaintiffs' Swatara Township property remained unsold. In September of 1994, Plaintiffs requested that Homestead release them from the Listing Agreement so as to enable Plaintiffs to sell their property at auction. The following release was executed by the parties: On or about October 10, The [Swatara Township] property is being offered for auction by Kerry Pae, Auctioneer, on October 10, 1994. If the ... property is purchased during this auction, Agent for Seller, The Homestead Group, Inc., will release sellers, Steven R. and Carol A. Pandolf, from paying any real estate commissions associated with the sale of the ... property. In the event a sale and eventual settlement does not occur as stipulated, all terms and conditions of the Listing Agreement dated January 19, 1994, shall remain in effect. 1994, the Swatara Township property was sold at auction for $151,000.00. Plaintiffs have filed a claim for breach of contract based upon Defendants' alleged failure to perform the obligations of the realtor under the Addendum to Listing Agreement (count I of complaint). Plaintiffs have also asserted a claim for misrepresentation and breach of duty to disclose material facts (count II of complaint). The latter claim is based upon an alleged failure of Defendant Greene to disclose to Plaintiffs his ownership interest in the Floribunda Heights lots, including the lot which Plaintiffs purchased and now reside upon. On February 6, 1996, Defendants filed the motion for summary NO. 95-2537 CIVIL TERM judgment sub judice, in which they request the following relief: (1) dismissal of count I of Plaintiff's complaint for breach of contract; (2) dismissal of Michael Greene as a party defendant with respect to count I; and (3) dismissal of count II of Plaintiff's complaint for misrepresentation and breach of duty to disclose material facts. At oral argument Plaintiffs' counsel conceded the propriety of Defendants' second and third requests for relief. Accordingly, the balance of this opinion will deal with Defendants' first request. With regard to Defendants' contention that Plaintiffs' breach of contract count should be dismissed, two grounds are relied upon:~ (1) that the condition specified in the Addendum to the Listing Agreement2 was never met, as a result of which the realtor's obligations under the Addendum failed to take effect, and (2) that the parties terminated the Listing Agreement/Addendum and released each other from any further liability thereunder. Plaintiffs maintain in response to Defendants' contention as to the alleged lack of binding effect of the Addendum as follows: (1) that the parties' oral agreement survived and was unaffected by any conditional aspect of the written Addendum and/or (2) that the ~ Defendants' counsel, at oral argument, abandoned an argument that the Addendum to Listing Agreement is not enforceable due to an absence of Defendants' signatures. 2 I.e., the condition that the Swatara Township property be listed at a price mutually acceptable to both parties (to be determined by appraisals). 5 NO. 95-2537 CIVIL TERM condition provided for in the Addendum was ambiguously worded and, when properly interpreted, was satisfied.3 With respect to the release, Plaintiffs maintain that the release was limited in nature. It is argued that the release by its te~ms pertained to Plaintiffs' obligation to pay real estate commissions, but did not excuse any obligations of a defendant under the Addendum. STATEMENT OF LAW Summary judgment. Pennsylvania Rule of Civil Procedure 1035(b) provides that summary judgment "shall be rendered if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. In this regard, "[t]he moving party has the burden of proving the non-existence of any genuine issue of fact." Thompson Coal Co. v. Pike Coal Co., 488 Pa. 198, 204, 412 A.2d 466, 468-69 (1979). "A fact is 'material' if its determination could affect the outcome of the case, and a dispute concerning a material fact is 'genuine' where the evidence is such that a reasonable jury could return a verdict for the non- moving party." Barlow v. Greenridge Oil Co., 744 F. Supp. 108, 110 (W.D. Pa. 1990), citing Anderson v. Liberty Lobby, Inc., 477 U.S. 3 Plaintiffs argue that the contingency of a "price mutually acceptable to both parties" was satisfied by the initial listing price arrived at by the parties. 6 NO. 95-2537 CIVIL TERM 242, 106 S. Ct. 2505, 91 L. Ed. 2d 202 (1986). Additionally, "[t]he record must be examined in the light most favorable to the non-moving party." Schacter v. Albert, 212 Pa. Super. 58, 62, 239 A.2d 841, 843 (1968). "Ail doubts as to the existence of a genuine issue of a material fact must be resolved against the moving party." Thompson Coal Co. v. Pike Coal Co., 488 Pa. 198, 204, 412 A.2d 466, 469 (1979). A court should grant summary judgment "only in the clearest of cases, where the right is clear and free from doubt." Id. Summary judgment is inappropriate if the interpretation of a contract depends on what the parties intended at the time they negotiated the contract, because the intention of the parties is an issue of fact .... Summary judgment [is] improper where there [is] a conflict in the intention of the parties regarding the scope of a ... release. Where it is necessary to resort to parol or extrinsic evidence to prove the nature and terms of the contract, a jury must determine the existence of terms of the contract by ascertaining the meaning to be ascribed to the words in light of surrounding circumstances, and, thus, summary judgment is inappropriate. 6 Standard Pennsylvania Practice 2d §32:22 at 162-63 (1994). "Ordinarily, the question whether the parties entered into an oral contract is a question of fact, where the facts are in dispute; and thus for the jury. It is the province of the jury to decide questions depending on the interpretation and meaning of oral contracts. Where evidence is conflicting as to the terms of an oral contract, the case is for the jury." 9 Standard 7 NO. 95-2537 CIVIL TERM Pennsylvania Practice 2d §57:8 at 315-16 (1982). "Where a contract is partly written and partly oral, the jury must decide what the contract was." Id. at §57:15 at 326. APPLICATION OF LAW TO FACTS Examining the record in the light most favorable to the Plaintiffs, the court believes that summary judgment is inappropriate as to Plaintiffs' breach of contract claim, for several reasons. First, the term "a price mutually acceptable to both parties (to be determined by appraisals)" as used in the Addendum to Listing Agreement is at least arguably subject to two reasonable interpretations. It may refer to the parties' agreement upon an initial listing price in the Listing Agreement, as apparently occurred, or it may refer to a subsequent consensus among the parties and appraisers, as apparently did not occur. In order to determine if the condition relating to the listing price in the Addendum was satisfied, it may be helpful to resort to extrinsic evidence to ascertain the intent of the parties at the time they negotiated the contract. This process lies within the province of the trier-of-fact rather than the court. Second, a material factual dispute exists as to whether the parties entered into an oral contract and, if they did, whether the written Addendum to Listing Agreement was intended to affect the terms of the oral agreement. These matters are similarly within the province of the trier-of-fact. NO. 95-2537 CIVIL TERM Finally , a conflict exists between the parties regarding the scope of the release. The plain language of the release states that Homestead will release Plaintiffs "from paying any real estate commissions associated with the sale .... " The release is less specific with respect to its intended effect on Homestead's responsibilities under the Addendum. Extrinsic evidence may again be helpful to resolve this issue. Based on the foregoing, the court believes that this is not a case in which Defendants' right to summary judgment is clear and free from doubt with regard to Plaintiffs' claim for breach of contract. The following order will therefore be entered: ORDER OF COURT AND NOW, this 18th day of April, 1996, upon consideration of Defendants' Motion for Summary Judgment, and for the reasons stated in the accompanying Opinion, the motion is DENIED in part and GRANTED in part. Pursuant to an agreement of counsel reached at oral argument, count II of Plaintiffs' complaint (for misrepresentation and breach of duty to disclose material facts) is dismissed and Michael J. Greene is deleted as a party defendant. In all other respects the motion is denied. BY THE COURT, s/ J. Wesley Oler, Jr. J. Wesley Oler, Jr., J. NO. 95-2537 CIVIL TERM Mark E. Halbruner, Esq. Suite 2 600 North 12th Street, Lemoyne, PA 17043 Attorney for Plaintiffs Theodore A. Adler, Esq. 2331 Market Street Camp Hill, PA 17011-4642 Attorney for Defendants : rc 10