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HomeMy WebLinkAbout95-2537 Civil (2)STEPHEN R. PANDOLF and CAROL A. PANDOLF, Husband and Wife, Plaintiffs Ve HOMESTEAD GROUP, INC., a Pennsylvania Corporation, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 95-2537 CIVIL TERM IN RE: PLAINTIFFS' MOTION FOR LEAVE TO AMEND COMPLAINT BEFORE BAYLEY and OLER, JJ. ORDER OF COURT AND NOW, this ! ~t~ day of December, 1996, after careful consideration of Plaintiffs' Motion for Leave To Amend Complaint, and for the reasons stated in the accompanying opinion, the motion is DENIED. Mark E. Halbrunner, Esq. Suite 100 1013 Mumma Road Lemoyne, PA 17043 Attorney for Plaintiffs Theodore A. Adler, Esq. 2331 Market Street Camp Hill, PA 17011-4642 Attorney for Defendant BY THE COURT, W~ley 01er~r., J. ' ' : rc STEPHEN R. PANDOLF and CAROL A. PANDOLF, Husband and Wife, Plaintiffs Ve HOMESTEAD GROUP, INC., a Pennsylvania Corporation, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 95-2537 CIVIL TERM IN RE: PLAINTIFFS' MOTION FOR LEAVE TO AMEND COMPLAINT "° Oler, -J. BEFORE BAYLEY and OLER, JJ. OPINION and ORDER OF COURT For disposition in this civil case involving an alleged breach of contract is Plaintiffs' motion for leave to amend the complaint to add a count of promissory estoppel. The action has already progressed beyond the summary judgment stage~ and has twice been listed for trial.2 For the reasons stated in this opinion, Plaintiffs' motion for leave to amend their complaint will be denied. STATEMENT OF FACTS The facts of the case have been previously recited in an opinion of the court on a defense motion for summary judgment. That opinion, dated April 18, 1996, reads in pertinent part as follows: ~ See Opinion and Order of Court, April 18, 1996. ~ See Praecipe for Listing Case for Trial, filed January 26, 1996; Praecipe for Listing Case for Trial, filed May 17, 1996. Plaintiffs' Motion for Leave To Amend Complaint was filed on July 30, 1996. NO. 95-2537 CIVIL TERM The Plaintiffs are Stephen R. Pandolf and Carol A. Pandolf, husband and wife, presently residing at 19 WoburnAbbey Avenue, East Pennsboro Township, Cumberland County, Pennsylvania. The [Defendant is] Homestead Group, Inc. (hereinafter Homestead), a Pennsylvania corporation with its principal place of business at 4075 Market Street, Camp Hill, Cumberland County, Pennsylvania In November, 1993, Plaintiffs owned and lived at premises having an address of 870 South 80th Street, Swatara Township, Dauphin County, Pennsylvania (hereinafter Swatara Township property). At that time, Plaintiffs met with [Defendant's president, Michael J.] 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 coa~ence 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 mont~s 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 by Plaintiffs. Subsequently, on January 4, 1994, Plaintiffs purchased a building lot in the Floribunda Heights development. NO. 95-2537 CIVIL TERM 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 pri~e 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, 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: The [ Swatara Township ] property is being offered for auction by Kerry Pae, Auctioneer, on October 10, 1994. If the property is purchased during this aucti~ Agent for 3 NO. 95-2537 CIVIL TERM 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. On or about October 10, 1994, the Swatara Township property was sold at auction for $151,000.00.3 Plaintiffs' surviving claim4 in this action is for breach of contract based upon Defendant's alleged failure to perform the obligations of the realtor under the Addendum to Listing Agreement.~ Plaintiffs' motion for leave to amend the complaint seeks to add ~.count in promissory estoppel, contending that, "[i]n its present state, the Complaint implies, but does not expressly state, that Plaintiffs seek relief for damages they incurred while acting in reasonable reliance on promises made by Defendant."6 3 Pandolf v. Homestead Group, Inc., No. 95-2537 Civil Term, slip op. at 1-4 (April 18, 1996). ~ . 4 A claim for misrepresentation and breach of duty to disclose material facts was withdrawn pursuant to an agreement of counsel at an earlier stage of the case. See id., slip op. at 5. A second defendant was also dismissed from the action pursuant to agreement of counsel. Id. ~ The court denied the defense motion for summary judgment as it related to this claim. Order of Court, April 18, 1996. e Plaintiffs' Motion for Leave To Amend Complaint, paragraph 4 NO. 95-2537 CIVIL TERM Defendant has opposed Plaintiffs' motion,? contending, inter alia, that promissory estoppel is not an available basis for relief where consideration is involved, and, in addition, that the timing of the motion is both unexplained and prejudicial." In the latter regard, Defendant notes that "all discovery has been completed for at least nine (9) months, and this Court has previously entered an [o]rder on Defendant's Motion for Summary Judgment.-9 DISCUSSION A party may amend his or her pleading at any time either by consent of the adverse party or by leave of court.~° Amendments to pleadings should be liberally permitted in order to secure a determination of cases on their merits,n In appropriate circumstances.~leave to amend may be granted after the pleadings are closed, at trial and even after judgment has been entered.~2 The decision to grant or deny permission to amend is within the sound ? Defendant's Answer with New Matter~to Plaintiffs' Motion To Amend Complaint, filed July 30, 1996. Id., paragraph 8, 12-13. Id., paragraph 12. See Pa. R. C. P. 1033. ~ Capobianchi v. Bic Corp., 446 Pa. Super. 130, 134, 666 A.2d 344, 346 (1995). ~ Id. 5 NO. 95=2537 CIVIL TERM discretion of the trial court.~3 Further, a proposed amendment should be allowed unless it would violate the law or unfairly surprise or prejudice the opposing party.TM A proposed amendment should not be permitted when it raises a new cause of action after the statute of limitations on the new cause of action has expired~5 or when it contravenes any other positive rule of law.~6 The allowance of such an amendment would be futile and would only waste the time and the resources of the court and opposing party.~? However, an amendment which adds a new cause of action or theory of recovery that is not barred by the applicable statute of limitations or other rule of law should be permitted as long as it does not unfairly prejudice the opposing party.TM ~ Trude v. Martin, 442 Pa. Super. 614, 633, 660 A.2d 626, 635 (1995); see also Daley v. John Wanamaker, Inc., 317 Pa. Super. 348, 359, 464 A.2d 355, 361 (1983). ~4 3 Standard Pennsylvania Practice 2d S16:21 (1994); City of Philadelphia v. Spencer, 139 Pa. Commw..574, 577, 591 A.2d 5, 7 (1991). ~ Bata v. Central-Penn National Bank of Philadelphia, 448 Pa. 255, 380-81, 293 A.2d 343, 357 (1972). ~6 Noll v. Harrisburg Area YMCA, 537 Pa. 274, 280, 643 A.2d 81, 84 (1994). ~? Id. ~" Pa. R. C. P. 1033; Bata v. Central-Penn National Bank of Philadelphia, 448 Pa. 355, 380-81, 293 A.2d 343, 357 (1972). NO. 95-2537 CIVIL TERM "A court properly exercises its discretion to refuse to allow an amendment when it is clear that an amendment would not improve the pleader's position." 2B Anderson, Pennsylvania Civil Practice ~1033.40, at 243 n.89 (1969).. PromissorY estoppel allows a court to enforce a party's promise that is. unsupported by consideration where (1) the promisor makes a promise that he or she reasonably expects to induce action or forbearance by the promisee, (2) the promise does induce action or forbearance by the promisee, and (3) injustice can be avoided by enforcing the promise,z9 Generally, the doctrine of promissory estoppel is invoked in situations where the formal requirements of contract formation have not been satisfied and where justice would be served by .e. nforcing a promise.2° Thus, in Pennsylvania, a promissory estoppel claim can exist only in the absence of a traditional contract.2z Courts have held that breach of contract and promissory estoppel may be pleaded in the alternative, but that, if the court finds that a contract in the usual sense exists, the promissory estoppel claim must fail.22 ~ Carlson v. Arnot-Ogden Memorial Hosp., 918 F.2d 411, 416 (3rd. Cir. 1990); see also Cardamone v. Univ. of Pittsburgh, 253 Pa. Super. 65, 74, 384 A.2d 1228, 1233 (1978). 20 Id. 2~ Iversen Baking Co., Inc. v. Weston Foods, LTD., 874 F. Supp. 96, 102 (E.D. Pa. 1995). 22 Id. NO. 95-2537 CIVIL TERM "Promissory estoppel is an equitable remedy to be implemented only when there is no [traditional] contract; it is not designed to protect parties who do not adequately memorialize their contracts in writing.-23 In the present case, the gist of Plaintiffs' claim, and the dispute between the parties which has progressed and been focused through the pleading, discovery and summary judgment stages of the case, is contractual in nature in the traditional sense of that term. The issues involve mutuality of understanding, and interpretation and construction of the terms of a business arrangement between the parties. Viewed in this context, an amendment to Plaintiffs' complaint which would introduce a dissonant theory of promissory estoppel at this point in the case would, in the court's view, have the effect of "wast[ing] the time and the resources of the court and opposing party," while serving no practical interest of Plaintiffs. For these reasons, the following order will be entered: ORDER OF COURT AND NOW, this 16th day of December, 1996, after careful consideration of Plaintiffs' Motion for Leave To Amend Complaint, 23 Id. NO.'95-2537 CIVIL TERM and for the reasons stated in the accompanying opinion, the motion is DENIED. BY THE COURT, Mark E. Halbrunner, Esq. Suite 100 1013 Mumma Road Lemoyne, PA 17043 Attorney for Plaintiffs Theodore A. Adler, Esq. 2331 Market Street Camp Hill, PA 17011-4642 Attorney for Defendant : rc s/ J. Wesley Oler, Jr. J. Wesley Oler, Jr., J.