HomeMy WebLinkAbout2010-2823
XPERT TECHNOLOGIES, INC., : IN THE COURT OF COMMON PLEAS OF
PLAINTIFF : CUMBERLAND COUNTY, PENNSYLVANIA
:
V. :
:
MICROBYTES, INC., :
DEFENDANTS : NO. 10-2823 CIVIL
IN RE: OPINION PURSUANT TO Pa. R.A.P. 1925(a)
EBERT, J., June 11, 2012 -
Defendant appeals an order entered on April 12, 2012, granting Plaintiff’s Motion for
Judgment on the Pleadings and to Enforce Settlement Agreement. Defendant complains of the
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following matters on appeal:
1.The Court erred in finding no material facts in dispute therefore granting judgment on
the pleadings. The installment Promissory Note proffered to Defendant was never
signed. The Installment Promissory Note was an integral part of the Settlement
Agreement and Mutual Release executed between the parties;
2.In light of the lack of a signed installment Promissory Note, Defendant’s position that
it intended to pay the amount promised during the payment period, which has not yet
expired, which allegation is pleaded, creates an issue of fact that must be resolved;
3.The Court erred in determining that Defendant breached the Settlement Agreement
and Mutual Release, at least to the extent that would permit judgment to be entered
upon the pleadings;
4.The Court erred in finding that the Installment Promissory Note was part of the
Settlement Agreement and Mutual Release as it was not signed by the Defendant and
as Defendant’s pleading indicate to this counsel at no authority to indicate that it
would be signed;
5.The Court erred in finding a meeting of the minds, so as to support a binding
enforceable Agreement.
Discussion
“The parties to a contract may incorporate contractual terms by reference to a separate,
noncomtemporaneous document…including a separate document which is unsigned.” 11
Williston on Contracts § 30:25 (4th ed.) (West 2012); see also Shadowbox Pictures, LLC v.
Global Enterprises, Inc., 2006 WL 120030, *7 (E.D. Pa.). “Where a writing refers to another
document, that other document, or the portion to which reference is made, becomes
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Def.’s Concise Statement pursuant to Pa. R.A.P. 1925(b), June 1, 2012.
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constructively a part of the writing, and in that respect the two form a single instrument. The
incorporated matter is to be interpreted as part of the writing.” 11 Williston on Contracts § 30:25
(4th ed.) (West 2012) (citing City of Philadelphia v. Jewell’s Estate, 135 Pa. 329, 337 (1890)).
This Court did not err in finding that the Installment Promissory Note (the “Note”) could be
viewed as part of the Settlement Agreement and Mutual Release. The language of paragraph two
of the Settlement Agreement and Mutual Release (the “Agreement”) clearly incorporates the
Note as part of the agreed upon terms of the contract.
There is no material issue of fact at dispute between the parties. Defendant claims that
under the Agreement the payment period to Plaintiff has not yet expired. Plaintiff claims that
under the Agreement the payment period has expired. Neither party is disputing the formation or
existence of the contract but merely questioning the interpretation of the terms. Defendant’s sole
argument relies on contract interpretation. Interpreting the terms of a contract is a question of law
to be decided by the courts. See Bruan v. Wal-Mart Stores, Inc., 24 A.3d 875, 957 (Pa. Super.
2011) (citing McCullen v. Kutz, 985 A.2d 769, 773 (Pa. 2009)). Therefore, based upon the April
12, 2012, Order, as well as the above mentioned reasons, judgment on the pleadings was
appropriate. This opinion is filed pursuant to Pa.R.A.P. 1925 (a) to supplement our prior
opinion in this case.
By the Court,
M. L. Ebert, Jr., J.
Ryan Siney, Esquire
Attorney for Plaintiff
P. O. Box 88
Harrisburg, PA 17108
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Allan Opsitnick, Esquire
Attorney for Defendant
564 Forbes Avenue, Suite 1301
Pittsburgh, PA 15219
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