Snyder, S. v. Thomas, G. III ( 2015 )

J-A33014-13
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
SCOTT SNYDER IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellee
v.
GEORGE M. THOMAS III, EXECUTOR OF
THE ESTATE OF GEORGE M. THOMAS,
JR., ALSO KNOWN AS GEORGE THOMAS
DECEASED, AND GEORGE M. THOMAS
III, EXECUTOR OF THE ESTATE OF
DOROTHY L. THOMAS, DECEASED
Appellant No. 407 WDA 2013
Appeal from the Order February 13, 2013
In the Court of Common Pleas of Lawrence County
Civil Division at No(s): 11091 of 2010, c.a.
BEFORE: PANELLA, J., ALLEN, J., and STRASSBURGER, J.*
MEMORANDUM BY PANELLA, J. FILED NOVEMBER 16, 2015
Appellant, George M. Thomas III, Executor of the Estates of George M.
Thomas, Jr., and Dorothy L. Thomas, appeals from the order entered
February 13, 2013, in the Court of Common Pleas of Lawrence County,
which denied Appellant’s motion for a new trial. We affirm.
This case arises out of an Agreement of Sale for property situated at
224 State Route 956 in Slippery Rock, Pennsylvania (“the property”).
George Thomas, Jr. and his wife, Dorothy Thomas (collectively, “Sellers”),
____________________________________________

Judge Allen did not participate in the consideration or decision of this case.
*
Retired Senior Judge assigned to the Superior Court.
J-A33014-13
now both deceased, owned the property in question. Appellee, Scott
Snyder, entered into an oral leasing agreement with Sellers from 2007-
2010, in which Snyder agreed to pay $50.00 per acre to cultivate 65 acres of
the property. In February 2010, the Sellers contacted Snyder and indicated
their interest in selling the property. The parties met at the Sellers’
residence to discuss the transaction and Mr. Thomas offered to sell the
property for $350,000.00, if he and his wife retained the right to live in the
farmhouse for the remainder of their lives, or so long as they chose to
remain. Snyder requested some time to think about the offer.
Shortly thereafter, Snyder contacted Attorney Robert Clark of
Wilmington, Pennsylvania, to draw up a contract proposing a counter offer to
the Sellers’ proposal. Attorney Clark had previously represented Sellers on
four occasions from 2005 to 2009. In 2007, Attorney Clark had declined to
represent Sellers regarding a rental dispute with a tenant Attorney Clark had
represented in a prior matter. Based on this history of prior representation
the Sellers regarded Attorney Clark as their “family attorney.”
Despite a history of representing the Sellers, Attorney Clark proceeded
to represent Snyder regarding the sale of the property. It is undisputed that
neither Attorney Clark nor Snyder communicated to Sellers that Attorney
Clark was solely representing Snyder. Attorney Clark drafted an Installment
Agreement of Sale on behalf of Snyder, which reduced the sale price
proposed by Sellers. Sellers ultimately objected to the installment
agreement and insisted upon the original $350,000.00 purchase price paid in
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a single lump sum. Snyder agreed to pay the lump sum amount, in return
for which Sellers allegedly agreed to pay a monthly rent to remain in the
farmhouse situated on the property. Thereafter, Attorney Clark drafted a
new Agreement of Sale on Snyder’s behalf reflecting the parties’ agreement.
On April 29, 2010, the parties met in Attorney Clark’s office to discuss
the new Agreement of Sale. The agreement drafted by Attorney Clark
provided for the transfer of the property for the lump sum of $350,000.00,
to be paid in full at closing with no money down. Agreement of Sale,
4/29/10 at 1-2.1 The agreement provided that Sellers would enter into a
leasing agreement with Snyder whereby they would rent the farmhouse for
$250.00 per month, plus utilities. Id. at 5. The Agreement of Sale further
set forth that Snyder would take title to the property subject to “[p]rior
grants, reservations, or leases as shown by instruments of record (example:
coal, oil, gas, other minerals, etc.)[.]” Id. at 4. In the event of Sellers’
default, the agreement stipulated “Buyer shall have the right to sue for
specific performance or money damages and in such event, Buyer shall be
entitled to recovery of h[i]s/her attorney's fees.” Id. at 2.
____________________________________________
1
The Agreement of Sale for the property is titled as an “Installment
Agreement of Sale.” As noted, however, the Sellers ultimately rejected
Snyder’s counter offer in the form of an installment agreement. Therefore,
we refer to the sales agreement for the property merely as the “Agreement
of Sale.”
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The parties differ as to the extent Attorney Clark explained the
Agreement of Sale to the Sellers at the April 29, 2010, meeting. Afterwards,
Attorney Clark informed Sellers that they had the right to have the
agreement independently reviewed, which they declined to do. The parties
proceeded to sign the agreement of sale in Attorney Clark’s office.
At the time the parties signed the agreement, Snyder was aware of an
existing gas lease on the property for which the Sellers were paid $1,000.00
per year. It is undisputed that any transfer of the existing gas lease was
never related to Attorney Clark, nor did Attorney Clark independently
discover the existing gas lease prior to drafting the final agreement.
On May 27, 2010, Sellers entered into a new gas lease with East Coast
Resources, LLC, for which they were to receive $176,000.00 in advanced
royalties. On June 1, 2010, Sellers informed Snyder of their intent to
rescind the Agreement of Sale. Having obtained the necessary financing,
Snyder informed Sellers that he was ready and willing to proceed to closing
scheduled for June 18, 2010. Sellers failed to attend the closing or accept
the $350,000.00.
Snyder initiated the instant action by way of Complaint filed July 20,
2010. In an Amended Complaint filed December 20, 2010, Snyder sought:
1) specific performance of the Agreement of Sale; 2) assignment of the gas
lease between Sellers and East Coast Resources, LLC; 3) damages in the
amount of $176,000.00, reflecting the advance royalties Sellers received
pursuant to the new gas lease; and 4) attorney’s fees and costs. Sellers filed
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an Answer and counter-claim seeking damages for Snyder’s failure to pay
rent pursuant to the lease of the property for the year 2010.
Following a non-jury trial on October 9, 2012, the trial court entered
an order which granted Snyder’s request for specific performance of the
Agreement of Sale, granted a reduction in the purchase price of the property
in the amount of $176,000.00 as an offset to the amount of advanced
royalties paid to Sellers by East Coast Resources, LLC, granted Snyder’s
request for transfer of the East Coast Resources, LLC, gas lease, and
awarded attorney’s fees and costs. The trial court denied Sellers’ counter-
claim. On December 7, 2012, Sellers filed post-trial motions seeking
judgment notwithstanding the verdict or, in the alternative, a new trial. The
trial court denied Sellers’ post-trial motions on February 13, 2013. Appellant
thereafter filed a timely appeal to this Court.2
On appeal, Appellant raised the following issues for our review.
I. Whether the role of Attorney Robert Clark, whom the aged
and infirm Sellers, Mr. and Mrs. Thomas, regarded as their
family attorney, who drafted all copies of the Agreement of
Sale and conducted the meeting where the Agreement was
purportedly executed, and who did not disclose to them his
unilateral representation of the Buyer, Scott Snyder, in this
transaction when he knew that Sellers were not
represented, causes the sales contract to be inequitable,
____________________________________________
2
George Thomas, Jr., died testate on January 20, 2011. His wife, Dorothy
Thomas, died testate on December 18, 2012. In both instances, the Sellers’
son, George Thomas III, substituted his appearance for the parties as
executor of the estates.
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unjust and/or unconscionable and, therefore,
unenforceable.
II. Whether the provision in the Agreement regarding Sellers
continuing lease of the farm house as their residence,
whose occupancy Sellers wanted to ensure for “the rest of
their lives”, but which the Agreement expressed only a
“month to month” lease, was a mistake which cannot be
modified by parol evidence, and thereby causing the sales
contract to be unenforceable.
III. Whether the [c]ourt erred in failing to address the issue of
Mr. Snyder’s “unclean hands” in the Opinion and
adjudication of Post-Trial Motions, which issue Sellers
raised as an affirmative defense in their New Matter to
Plaintiff’s Complaint, in their [P]re-Trial Statement, and in
their Post-Trial Motions.
IV. Whether the [c]ourt erred in holding that the Agreement of
Sale transferred the oil and gas rights to the property.
V. Whether the contact by East Resources, Inc. to renew the
oil and gas lease on the property with payment of a
substantial advance royalty very shortly after the
Agreement of Sale for the realty is a matter subsequently
occurring that renders this transaction inequitable or
unjust, and the agreement of sale unenforceable.
VI. Whether the [c]ourt abused its discretion in granting
equitable relief to Mr. Snyder in disregard of and contrary
to the weight of the evidence, and to the applicable law,
for:
a. Specific performance, assignment of the lease, and
payment of the advance royalty.
b. Assigning to [Buyer] as a credit against the purchase
price to [Sellers] the amount paid as an advance royalty
for the renewal of the oil and gas rights to the property.
Appellant’s Brief at 6.
After reviewing the record, a panel of this Court issued a
memorandum opinion reversing the trial court’s order denying Sellers’
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motion for a new trial and remanding for further proceedings on the parties’
remedy in damages. Snyder v. Thomas, 102 A.3d 527 (Pa. Super., filed
April 9, 2014) (unpublished memorandum) (STRASSBURGER, J., concurring
in result). Specifically, this Court determined that the trial court’s findings
were not supported by the record and that the equities did not lie in favor of
enforcing specific performance. Thereafter, Snyder sought discretionary
review with the Pennsylvania Supreme Court.
On January 23, 2015, the Supreme Court issued a per curiam order
granting allowance of appeal and vacating this Court’s order “in light of its
failure to credit the trial court’s factual findings, which are supported by the
record.” Snyder v. Thomas, 108 A.3d 1276 (Pa. 2015) (SAYLOR, J., and
TODD, J., dissenting), citing Fizzano Brothers Concrete Products, Inc. v.
XLN, Inc., 42 A.3d 951, 970–74 (Pa. 2012). The Supreme Court’s order
further remanded the case to this Court “for consideration of the other
issues not addressed in respondent's original appeal.” Id. In light of the
Supreme Court’s directive, we will now proceed to examine Appellant’s
issues raised on appeal.
“Our standard of review from an order denying a motion for a new trial
is whether the trial court committed an error of law, which controlled the
outcome of the case, or committed an abuse of discretion.” Polett v.
Public Communications, Inc., 83 A.3d 205, 214 (Pa. Super. 2013)
(citation omitted), reversed on other grounds, ___ A.3d ___, 2015 WL
6472419 (Pa., filed October 27, 2015). “A trial court commits an abuse of
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discretion when it rendered a judgment that is manifestly unreasonable,
arbitrary, or capricious, has failed to apply the law, or was motivated by
partiality, prejudice, bias, or ill will.” Id. (citation omitted).
The [trial] court's findings are especially binding on appeal,
where they are based upon the credibility of the witnesses,
unless it appears that the court abused its discretion or that the
court's findings lack evidentiary support or that the court
capriciously disbelieved the evidence. Conclusions of law,
however, are not binding on an appellate court, whose duty it is
to determine whether there was a proper application of law to
fact by the [trial] court. With regard to such matters, our scope
of review is plenary as it is with any review of questions of law.
Zuk v. Zuk, 55 A.3d 102, 106 (Pa. Super. 2012) (citation omitted).
We note that specific performance is an equitable action. PNC Bank,
Nat. Ass'n v. Bluestream Technology, Inc., 14 A.3d 831, 839 (Pa.
Super. 2010). “Specific performance in the conveyance of real property is
not a matter of right but of grace and will not be granted unless the party
seeking the relief is clearly entitled to it.” Delaware River Preservation
Co., Inc. v. Miskin, 923 A.2d 1177, 1182 (Pa. Super. 2007) (citation
omitted).
A court of equity should refrain from ordering specific
performance where it appears that hardship or injustice will
result to either of the parties. The word “hardship,” however,
does not encompass every disappointment and economic
detriment to which a party has exposed himself by signing an
agreement. Equity cannot contract for the parties. It is only
where circumstances come to light which so shock the concept of
fairness and justice that it would be unconscionable to enforce
the bargain that Equity intervenes.
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Snyder v. Bowen, 518 A.2d 558, 562 (Pa. Super. 1986) (internal citations
and quotes omitted).
Although relief in equity is a matter of grace only and not of
right, and rests in the discretion of the court, to be exercised
upon a consideration of all the circumstances of the case, it does
not follow that a decree for specific performance must be
entered in all cases where the agreement is legally sound and
the price adequate, but if the transaction be inequitable or
unjust in itself or rendered so by matters subsequently
occurring, specific performance may be denied and the parties
turned over to their remedy in damages….
Snow v. Corsica, 329 A.2d 887, 889 (Pa. 1974).
In its memorandum opinion filed November 30, 2012, the trial court
noted the following determinations of fact and law: (1) that the Sellers had
legal capacity to contract, and exhibited no ailments or other incapacity that
would warrant rescission of the contract; (2) that the parties travelled to
Attorney Clark’s office on April 29, 2010, with the aim to negotiate the
Agreement of Sale and not, as Mr. Thomas had claimed, solely to discuss the
rental of the farmhouse; (3) that all parties signed the agreement in each
other’s company; and (4) that there was a meeting of the minds as to both
the lease provision and the transfer of mineral rights to Snyder in the
Agreement of Sale. Trial Court Opinion, 11/30/12 at 14-17.
In concluding that the equities in this matter lie with specific
performance, the trial court reasoned as follows.
Attorney Clark represented [Sellers] in four varying matters,
beginning in 2005 and ending in late 2009. It is uncontroverted
that Clark never disclosed to [Sellers] that he was not
representing them in the instant matter, and that [Sellers]
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viewed him as their “family attorney.” These factors, then,
would seemingly make [Sellers] ripe to be fooled into agreeing
to terms unilaterally favoring [Appellee Snyder]. The credible
evidence, however, indicates that this is not the case. Attorney
Clark’s representation of [Snyder] can hardly be characterized as
the type of zealous advocacy that most typically conjure when
defining the role of an attorney: he was simply a legal means to
finalizing the terms that the parties themselves agreed upon.
Trial Court Opinion, 11/30/12 at 19. The court concluded that [Snyder]
used Clark’s services as a mere “means to an end,” not as a shrewd
negotiator to secure a better deal for himself….” Id.We have reviewed the record, the factual determinations of the trial
court, and the legal conclusions drawn therefrom. In light of the Supreme
Court’s express directive that the trial court’s factual findings are supported
by the record, we have determined that the Honorable John W. Hodge’s
opinions filed November 30, 2012, and March 26, 2013,3 ably and
comprehensively dispose of Appellant’s issues raised on appeal, with
appropriate reference to the record and without legal error. Accordingly, we
will affirm on the basis of those opinions.
Order affirmed. In the event of further proceedings, the parties are
directed to attach a copy of the trial court opinions. Jurisdiction
relinquished.
____________________________________________
3
In its Rule 1925(a) opinion filed March 26, 2013, the trial court expressly
reaffirmed the prior opinion filed November 30, 2012, and incorporated that
opinion by reference. We further note that in the 1925(a) opinion, the trial
court expressly determined that Sellers’ unclean hands defense was without
merit based upon its finding that the April 29, 2010, Agreement of Sale was
not inequitable or unjust.
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Judge Strassburger joins the memorandum.
Judge Allen did not participate in the consideration or decision of this case.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 11/16/2015
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SCOTT SNYDER, ;I:N THE COURT OF COMMON PLEAS
PLAINTIFF LAWRENCE COlJ.l'.JTY, PENNSYLVANIA
vs. NO. 11091 of 2010, C.A. i-'It_,
GEORGE M. THOMAS, III,
Executor of the Estate of
GEORGE M. TBOMAS, JR. , and
DOROTHY THOMAS,
DEFENDANTS
ORDER OF COURT
AND NOW, this 26th day of March, 2013, with he Court
receiving Defendants' Concise Statement of Errors complained
of on appeal, and after reviewing the same, the Court hereby
ORDERS and DECREES as follows:
1. The Court is satisfied that the I aaue s raised in
I
Defendants' Concise Statement of Errors have been adequately
addressed in this Court's November 29, 2012 Opinion.
2. To the extent that Defendants assert that this Court
failed to address the issue of Plaintiff's unclean hands in
its Opinion and subsequent Orde r-s of Court the Court finds as
follows:
a. Paragraph 81 of Defendants' Arnended Answer, New
Matter and Counterclaim raises the Doctrine of
I
Unclean Hands as a general defense to Plaintiff's
request for tquitable relief.
5·3RD
JUDICIAL
DISTRICT .. I
t LED/ qr~tG/NAL
201] f1!1R 2 b I A
.AWRENCE COUNTY
PENNSYLVANIA
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b. The Cou:r-t' s fi11:ding that the Contract entered
into by the parties on April 29, 2010 was not
inequitable nor unjust renders Defendants' defense
of Unclean Hands irrelevant and inapplicable to
these proceedings.
c. Defendants' defense by way of the Doctrine of
Unclean Hands is therefore DENIED,
3. 'the Court reaffirms the November 29, 2012 Opinion
·entered in the above captioned case, and incorporates the same
as though fully set forth herein.
4. The Prothonotary of Lawrence County is directed to
immediately assemble the record and transmit said record to
the Superior Court of Pennsylvania as required by the
applicable Rules of Appellate Procedure.
5. The Prothonotary shall properly serve notice of this
Order of Court upon counsel of record for the parties.
BY THE COURT:
J.
53RD
JUDICIAL
DISTRICT
\WRENCE COUNTY
PENNSYLVANIA 2013 MAR 2 b A II: SC:
lf(L_E~4 I. t-10RG:~ ·
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SCOTT SNYDER, IN THE COURT OF COMMON PLEAS
Plaintiff LAWRENCE COUNTY, PENNSYLVANIA
vs. NO. 11091 of 2010, C.A.
GEORGE M. THOMAS, III,
Executor of the Estate of
GEORGE M. THOMAS, JR., and
DOROTHY THOMAS,
Defendants
APPEARANCES
For the Plaintiff: Phillip L. Clark, Jr., Esquire
Balph, Nicolls, Mitsos, Flannery & Clark
Suite 300, Huntington Bank Building
14 North Mercer Street
New Castle, PA 16101
For the Defendants: Bradley S. Dornish, Esquire
Charles C. Bell, Esquire
Dornish Law Offices, P.C.
1207 Firth Avenue, Suite 300
Pittsburgh, PA 15219
OPINION
Hodge, J. November 29, 2012
This matter derives from an April 29, 2010 Agreement of
Sale1 (hereinafter, the "Agreement") between the Defendants,
George Thomas, Jr. and his wife Dorothy Thomas (11Defendants112),
and the Plaintiff, Scott Snyder ("Plaintiff"), providing for the
transfer of the Thomas property, situated at 224 State Route 956
1Though the final April 29, 2012 Agreement was actually termed "Installment
Agreement of Sale," it was not an installment contract, as payment was due in
full at closing. As such, the Court will reference the April 29, 2012
contract as the "Agreement" in order to avoid confusion with Plaintiff's
preceding April 23, 2010 proposal, wherein Plaintiff did offer to pay in
three annual installments.
2 As George Thomas, Jr. died testate on January 12, 2012, and his wife Dorothy
531io
JUDICIAL
has since moved into an assisted living facility, their son George Thomas,
DISTRICT III has been substituted as the Defendant in this action. Thomas, III is the
Executor of his parents' estaptl:.EO/ORIGIN/-\L
.AWRF.NC:E COUNTY
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in Slippery Rock, Pennsylvania ("the Property"), in exchange for
the sum of $350,000.00. The Agreement was assented to in the
office of Attorney Robert Clark,3 and it is from the unusual set
of circumstances both precedent and subsequent to said
transaction that much of this litigation involves. Shortly after
the Agreement, Defendants signed a gas leasing contract with
East Coast Resources, LLC, which paid them advanced royalties in
the amount of $176,000.00. Several days later, Defendants sent
Plaintiff a letter detailing their intent to rescind the
contract. After Plaintiff replied that he was ready and willing
to pay in-full at closing, Defendants stood by their
aforementioned intent. Plaintiff then initiated the instant
legal action,4 requesting the following relief:
1. Specific performance of the Agreement;
2. An assignment of the gas lease between Defendants and East
Coast Resources, LLC;
3. A reduction of the purchase price of the Property, or,
alternatively, damages, in the amount of $176,000.00, that
sum representing the amount of advanced royalties paid to
Defendants by East Coast Resources, LLC, and;
4. Attorney's fees and costs, as per the Agreement of Sale.
In defense to Plaintiff's Amended Complaint, Defendants
assert that:
1. The Agreement is void because there was no meeting of the
minds as to two material terms, namely the transfer of
mineral rights and Defendants' right to continue to live in
the farmhouse located on the Property after closing, and;
3
Attorney Robert Clark is not related to Attorney Phillip Clark, Plaintiff's
counsel in this matter.
4
53 RO The initial Complaint was filed on July 20, 2010, but was later amended on
JUDICIAi.. December 20, 2010 to include the abovementioned requested relief. Plaintiff
DISTRICT also filed a lis pendens a\:1$\t' 11:36 /t,ll.~I Rh9tle;rty with the Lawrence County
Prothonotary. t 1 .t, UK l.JINAL
·.AIVRENC~ COUNTY
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2. The inequitable and unjust nature of the Agreement's
formation precludes specific performance.
Defendants also pray for damages in the amount of
$3,250.00, plus interest at the legal rate of 6%, for
Plaintiff's failure to pay for his 2010 leasing of 65 acres of
the Property for farming.
A. Facts
The facts that follow are gathered from a comprehensive
review of both the case file and the nonjury trial held before
this Court on October 9, 2012.5
Defendants acquired the Property at the heart of this
dispute in 1955. Consummated in 1946, their marriage produced
two children and five grandchildren. After serving his country
during World War II, George Thomas worked in several different
careers before a collapsed lung forced him into retirement in
1987, when he started a saw sharpening business. Mr. Thomas
continued to run the business until its eventual sale in the
fall of 2009. Dorothy Thomas worked as a secretary in
Pittsburgh, Pennsylvania for approximately five years, when the
couple's first child was born; thereafter providing for the
family as a homemaker and keeping the books for the business.
Their son, George Thomas, III, has lived on an approximately
two-acre parcel of land abutting the Property since 1999.
Plaintiff lives with his wife and two sons in Volant,
Pennsylvania; roughly 1.5 miles away from the Thomas Property.
He obtained a degree in Animal Husbandry from the Pennsylvania
State University in 1992. Together with his father, Plaintiff
owns about 250 acres of land which is used for farming (his
5
The Court notes that, despite Defendants' objection at trial, a settlement
offer between the parties was admitted into evidence. Upon due reflection,
53AD
the Court understands that said offer was in violation of the Pennsylvania
JUDICIAL Rules of Evidence. As such, this evidence was not taken into account during
DISTRICT the Court's.dete~mina~i``~P,[f[tffQf{f~,~!J:tLmatter, nor will it again be
referenced in this Op1n1oh~I
AWf1ENCt: COUNTY
PENNSYL.VANIA 2012 NOY 30 A 8~23
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parents reside in a farmhouse on said acreage). Plaintiff, who
has been a dairy farmer since the age of eight, leases another
600-or-so acres from 15 different families for farming purposes.
Acquainted with Defendants from a young age, Plaintiff utilized
their saw-sharpening business and hunted on the Property for
several years. Plaintiff had an oral leasing agreement with
them for the years 2007-2010, whereby he would pay $50.00 per
acre to cultivate 65 acres of land on the Property ($3,250.00
per year). Though Mr. Thomas did not demand that he do so,
Plaintiff paid the entire cost before the beginning of each
season (he did this for the years 2007, 2008 and 2009).
At the time of the April 29, 2010 Agreement of Sale,
Defendants were both 84 years of age. Mr. Thomas was hard of
hearing,6 suffered chronic lung problems due to Legionnaire's
Disease, and macular degeneration left him legally blind,
forcing him to surrender his driver's license. Though no
medical documentation was provided to the Court, Mrs. Thomas'
deposition indicated that she was somewhat hard of hearing
herself, and a bit forgetful.7 Plaintiff has no apparent health
problems.
When he began leasing 65 acres of the Property in 2007,
Plaintiff informed Mr. Thomas that he would be interested in
buying the Property, should Mr. Thomas ever choose to sell it.
Plaintiff testified that he was desirous of acquiring more land
so that he could expand his operations and teach.his sons how to
farm. Precedent to the 2010 negotiations, Plaintiff was not
aware of anyone in the area having been approached by an entity
seeking to lease their property for Marcellus or Utica Shale gas
6Mr.
53HD
Thomas wore hearing aids in both ears and had to have several questions
JUDICIAL repeated to him during his deposition.
7During
DISTRICT her deposiftlil?eD ffl~!Gffl9l!l<:1S had to have several questions repeated to
her, and had trouble remembering the names of all of her grandchildren.
;..AWRENCE COUNTY
PENNSYLVANIA
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,
extraction. Notably, there is no evidence of record to suggest
that Defendants were aware of the impending Shale boom, either.
Plaintiff also stated that, despite his lack of knowledge
with regards to Shale leasing, he wanted the mineral rights to
any land he purchased so that he could prevent future strip-
mining operations that could interfere with his farming.
Plaintiff later stated his concerns regarding his obtaining of
mineral rights to prevent possible strip mining to Attorney
Robert Clark, who memorialized the Agreement (Attorney Clark
testified to the same).
Plaintiff testified that, at some point shortly preceding
the April 29, 2012 Agreement, Mr. Thomas had advised him of an
existing gas lease on the Property that paid $1,000.00 per year.
Plaintiff further stated that Mr. Thomas implied that this lease
would transfer to him, should they finalize a deal. This
conversation was never mentioned to Attorney Clark, and he did
not gain knowledge of the lease prior to the Agreement because
he did not run a title search on the Property.
Sometime in February of 2010, Mr. Thomas contacted
Plaintiff and indicated that he and his wife were interested in
selling the Property. Mr. Thomas stated that he wanted
Plaintiff specifically to purchase the Property because he
believed it would continue to stay in the Snyder family, thereby
ensuring its use for farming purposes. Subsequently, Plaintiff
and his father met with Defendants at their residence to discuss
the transaction, wherein Mr. Thomas indicated that they desired
$350,000.00 for the farm, with the right to live in the
farmhouse for the remainder of their lives, or for so long as
they chose to remain. Following this, Plaintiff informed
Defendants that he would consider their terms and get back to
53 RO
JUDICIAi., them in the near future.
DISTRICT
FiLEO/ORIGIN/.1,L
.A\VRE:NCF. COUNTY 5
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Plaintiff then contacted Attorney Robert Clark, of New
Wilmington, Pennsylvania, and asked him to draw up a contract
detailing what Plaintiff termed a "counter offer" to Defendants'
proposal.
Pursuant to Plaintiff's requests, Attorney Clark drafted
the counter offer and sent it to Plaintiff on April 23, 2010.
Notable provisions of the proposed "Installment Agreement of
Sale" include:
1. A $300,000.00 sale price, payable in three annual
installments of $100,000.00 each. Plaintiff stated that
the reduced price was to account for Defendants living on
the property rent free, without maintenance expenses.
2. The right of Defendants to live in the residence during
their lifetime, terminable at-will upon their demand.
This provision also stated that Defendants were
responsible for personal utilities and insurance on the
farmhouse.
Notably, the initial Installment Agreement did not include
a remedies clause (in the event of a default). Attorney Clark
stated that he could not recall why he did not place such a
clause in the proposal, as it was standard in most contracts of
this nature. The Installment Agreement was also silent as to
mineral rights. Clark testified that he did not believe such a
provision needed to be memorialized in order for said rights to
transfer.
It must be noted that, prior to this communication,
Attorney Clark had represented Defendants on four different
occasions from 2005 to the fall of 2009, including: the
drafting of estate planning documents, resolving a contract
issue regarding window installation on the Property, resolving
53RD
JUDICIAL their ownership and interest in an Agland Co-Op, and the sale of
DISTRICT
Defendants' sawl°~h~QpQgli~tbtlsiness. At another point in 2007,
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Attorney Clark declined to represent Defendants in a rental
dispute with a tenant, due to the fact that he had represented
the tenant in a prior matter. Due to the abovementioned
transactions, Defendants later testified that they regarded
Attorney Clark as their "family attorney,ll
Plaintiff stated that he did not view Attorney Clark as
representing his best interests, but that he merely viewed him
as a "means to an end" of memorializing the Agreement.
Plaintiff knew Attorney Clark had represented Defendants in the
past, and stated that utilizing Clark to draft the contract
would smoothen the process, as all essential terms were already
agreed upon by the time of the April 29th meeting in Clark's
office. Attorney Clark testified, however, that he believed
that he was representing Plaintiff throughout the transaction.
At no point preceding the finalization of the Agreement did
either Attorney Clark or Plaintiff communicate to Defendants
that Clark was solely representing Plaintiffs.
After receiving the Installment Agreement from Attorney
Clark, Plaintiff, along with his father, took it to Defendants
for discussion on April 23, 2010. Defendants testified that
they were upset with Plaintiff for both reducing the purchase
price and asking to pay in installments. The following day,
Defendants refused to sign the Installment Agreement for this
reason, even after Plaintiff explained why he had come up with
the lower figure. With Defendants sticking to their demands of
the full $350,000.00 to be paid in one lump sum, Plaintiff
agreed to pay the higher amount. Plaintiff testified that, in
exchange for his paying the full price, Defendants agreed to pay
a monthly rent to live in the farmhouse for life, with the lease
being terminable upon their demand.
53RI)
JUDICIAi.. Plaintiff then contacted Attorney Clark to detail the
DISTRICT
abovementionedf l±~IGIN~.l.ark then drafted a new Agreement of
·~AWRENCE COUNTY 7
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TLEN I. MOHGAN
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Sale and sent it to Plaintiff. Plaintiff proceeded to call
Defendants and arranged for the parties to meet in Clark's
office on April 29, 2010. On even date, Plaintiff drove to the
Property to pick up Defendants (again, Mr. Thomas was unable to
drive). Plaintiff drove the parties to the office in
Defendants' automobile because Mrs. Thomas had trouble getting
into his truck.
The parties are in wide disagreement with regards to what
followed at Attorney Clark's office during the April 29th
meeting. At any rate, the following terms were among those set
forth in the Agreement:
1. The transfer of the Property for the sum of $350,000.00, to
be paid in full at closing, with nothing due at signing.8
2. Two separate remedies clauses, to be applicable in the
event that either Buyer or Sellers should default. As it
applies in this matter, the Court notes that, in the event
of Sellers' default, Buyer would be entitled to specific
performance and attorney's fees.
3. A provision stating that Buyer would take the Property
subject to the following: "Prior grants, reservations, or
leases as shown by instruments of record (example: coal,
oil, gas, other minerals, etc.) .u
4. A provision detailing a leasing agreement between Buyer and
Sellers, to be entered into at closing, wherein Buyers
would pay $250.00 per month, as well as all utilities.
Notably, with regards to the communications that transpired
in Attorney Clark's office that day, Plaintiff1s story and that
of Attorney Clark are in complete unison. According to
Plaintiff and Clark, Defendants were each given a copy of the
8Attorney
53RD Clark testified that, after he recommended a deposit, Mr. Thomas was
JUDICIAL adamant that one was not necessary for him to be legally bound. As
DISTRICT Defendants have nof MJ.:[e@}l():1"~10:ll):iAL the Court accepts Attorney Clark's
testimony as true.
.AWRENCE COUNTY
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proposed Agreement. Clark then went through each paragraph of
the proposal, summarizing the terms. Cognizant of Defendants'
hearing deficiencies, Clark repeated anything that they did not
understand on initial summation.
Through the course of his detailing the terms, Clark
responded to numerous questions from both parties. At some
point, there was a lengthy discussion regarding the Defendants'
leasing of the farmhouse.9 Though the lease itself seemed to
indicate a standard month-to-month term, according to Plaintiff
and Clark, the original demands of the Defendants - them having
the right to live there for life, terminable at their demand -
were assented to by both parties.
After Plaintiff agreed to several other changes requested
by Defendants, Attorney Clark provided them to his secretary,
who made said alterations. With the changes made, Attorney
Clark read them aloud to the parties. All parties then
indicated their understanding of the Agreement. Attorney Clark
then stated to Defendants that, though they were in accord with
the terms, they did not have to sign it that day, and had the
right to have it reviewed. Attorney Clark could not recall
whether he specifically stated that Defendants had the right to
have the Agreement reviewed by an attorney. Clark further
stated that he believed that he had referred Defendants to
separate counsel following his declining to represent them in a
2007 tenant dispute due to a conflict of interest, but could not
recall which attorney he had recommended. Clark stated that he
believed this attorney to be representing Defendants in this
real estate transaction.
Nonetheless, according to both Clark and Plaintiff,
Defendants stated that they did not wish to seek independent
53RD
JUDICIAL
9
DISTRICT After discussion, lf1it001({).Ri~kt~.hJinonth
leasing provision was added to the
Agreement in the April, 29 2012 meeting at Attorney Clark's office.
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review. All parties then signed the Agreement of Sale in each
other's presence, with Attorney Clark signing as a witness.
Though the time frame is not clear, Plaintiff stated that,
at some point antecedent or subsequent to the Agreement, Mr.
Thomas indicated that it was unnecessary for Plaintiff to pay
for his leasing of the Property for the year 2010, since he
would soon own it.
The statements of Defendants differ vastly from that of
Plaintiff and Clark. The Court notes that, especially with
regard to Mr. Thomas, the depositions indicated some
forgetfulness, and the testimony itself was often contradictory.
Mr. Thomas initially stated that he believed that the April 29,
2010 meeting was solely to discuss the rental of the farmhouse,
but later said that the parties agreed upon a $350,000.00
purchase price 11at that time." Mr. Thomas also averred that he
never signed any papers, but seconds later reversed his
position, stating that he did sign what he believed to be the
rental contract. Soon after, Mr. Thomas then became upset with
Plaintiff's counsel and refused to answer further questions.
In disaccord with her husband, Mrs. Thomas stated that the
parties drove to Attorney Clark's office for the purpose of
selling the farm for $350,000.00. Mrs. Thomas further said that
Defendants agreed to pay $250.00 per month in rent. However,
she also testified that Attorney Clark did not at any point read
the Agreement aloud, and that, although the signature on the
Agreement appeared to be hers, a few of the letters in her last
name were "changed."
In mid-to-late May of 2010, Plaintiff learned that
Defendants were being courted by a gas-leasing company.
Concerned that his Property rights could be affected, he
s s no
JUDICIAL contacted Attorney Clark, who sent Defendants a letter saying
DISTFI ICT
that it would JJLlii!&{JlflJQ.i}U,~or a leasing entity to want to renew
t.AWR£NCE COUNTY
PENNSYLVANIA
2012 NOV 30 A 8: 23 10
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?FIO l\~W CLEf{K
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a lease prior to the expiration of one that is still currently
in effect (the $1,000 per year lease, which was with a different
company than the one Defendants were negotiating with, was set
to expire in November). Attorney Clark further advised
Defendants to contact him if they had any questions.
On May 27, 2010, Defendants entered into a lease with East
Coast Resources, LLC, whereby they received $176,000.00 in
advanced royalties. Notably, in his deposition, Mr. Thomas said
that the asking price for the Property was $350,000.00 11at that
time," but 11there's other things [that] come in." When
Plaintiff's counsel asked him to clarify, Mr. Thomas stated that
$350,000.00 was the price 11before the gas was something. The
gas man was on my porch the day after we talked in [Attorney
Clark's office, located in) New Wilmington[, Pennsylvania) ,n
On June 1st, Defendants sent Plaintiff a letter informing
him of their intent to rescind the Agreement. Plaintiff, having
attained the necessary financing, responded on June 10th that he
was ready and able to pay at closing (scheduled for June 18th).
Defendants failed to attend closing or accept the $350,000.00 at
any point thereafter.
It is from these events that Plaintiff's Amended Complaint
and Defendants' Answer and counter-claim are based. Plaintiff
also filed a lis pendens against the Property with the Lawrence
County Prothonotary.
B. Applicable Law
In order for a contract to be formed, offer, acceptance and
consideration, or a mutual meeting of the minds must be present.
Ribarchak v. Municipal Authority of City of Monongahela, 44 A.3d
706, 708 (Pa. 2012); Yoder v. American Travellers Life Ins. Co.,
814 A.2d 229, 233 (Pa.Super. 2002); Jenkins v. County of
53Rn
JUDICIAL Schuylkill, 441 Pa.Super. 642, 648, 658 A.2d 380, 383, allocatur
DISTRICT
denied, 542 :fJ~E@.f1),Rl``AA.2d 1056 (1995). Further, the parties
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must have agreed upon the material and necessary details of the
bargain, thereby making the nature and extent of their mutual
obligations certain. Lackner v. Glosser, 892 A.2d 21, 30
(Pa.Super. 2006) (citing Peck v. Delaware County Board of Prison
Inspectors, 572 Pa. 249, 260, 814 A.2d 185, 191 (2002)).
Under the doctrine of equitable conversion, on the very day
a contract for the sale of land is signed, the purchaser becomes
the equitable or beneficial owner of any benefit accruing to
property between said date and the date of the conveyance
(barring any contrary contractual language). Zitzelberger v.
Salvatore, 458 A.2d 1021, 1023, 312 Pa.Super. 402, 405 (1983);
Byrne v. Craig, 332 A.2d 472, 474, 231 Pa.Super. 531, 535
(1974) ;DiDonato v. Reliance Standard Life Ins. Co., 433 Pa. 221,
224, 249 A.2d 327, 329 (1969). Further, subject to a provision
stating otherwise, the seller of real estate conveys his
property in its entirety; including all of the rents, issues and
profits thereof. See 21 P.S. §3.
To justify judicial rescission of a contract, "Inadequacy
of price, improvidence, surprise, and mere hardship, none of
these, nor all combined, furnish an adequate reason. [for]
such action something more is demanded ... such as fraud,
mistake or illegality." Frey's Est., 223 Pa. 61, 65, 72 A. 317,
318 (1909). A presumption of incapacity is not raised by old
age, and, without evidence of some unfair advantage due to
fraud, mistake or illegality, mere weakness of intellect
resulting from a party's elderly condition is not legal grounds
to set aside a contract. Taylor v. Avi, 415 A.2d 894 (Pa.Super.
1979); Dulnikowski v. Stanziano, 195 Pa.Super. 508, 172 A.2d 182(1961); Aiman v. Stout, 42 Pa. 114 (1862).
Specific performance is an equitable remedy that permits
53HD
JUDICIAL the court 11to compel performance of a contract when there exists
DISTRICT
in the contract aX1``~t~1~J``Ub!etween the parties as to the
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nature of the performance." Geisinger Clinic v. Di Cuccio, 414
Pa.Super. 85, 109, 606 A.2d 509, 521 (1992). A unique remedy
involving the exercise of the court's discretion, specific
performance has mainly been utilized to compel the conveyance of
real estate wherein a seller violates a land-sale contract.
Agnew v. Southern Ave. Land Co., 204 Pa. 192, 53 A. 752 (1902);
Borie v. Satterthwaite, 180 Pa. 542, 37 A. 102 (1897).
"Specific performance should only be granted where the
facts clearly establish the plaintiff's right thereto, where no
adequate remedy at law exists, and where justice requires it."
Clark v. Pennsylvania State Police, 496 Pa. 310, 313, 436 A.2d
1383, 1385 (1981) (citations omitted). If "a transaction is
inequitable or unjust in itself or if [it) is rendered so by
matters subsequently occurring, specific performance may be
denied ... and while no rule applicable to all cases can be
announced. specific relief will be granted if apparent that,
in view of all the circumstances, it will subserve the ends of
justice, and will be withheld where, on a like view, it appears
hardship or injustice will result to either of the parties."
Snow v. Corsica Construction, 459 Pa. 528, 532, 329 A.2d 887,
889 (1974). Further, a party will not be granted specific
performance if the evidence is so uncertain, inadequate,
equivocal, ambiguous, or contradictory as to render findings or
legitimate inferences therefrom mere conjecture. Barnes v.
·McKellar, 434 Pa.Super. 597, 644 A.2d 770, 776 (1994).
In terms of the allowance of independent evidence to define
the meaning of a written contractual term, it is well founded
that the parol evidence rule applies when a party alleges an
oral agreement that is inharmonious with the print itself. Our
Supreme Court has stated:
53Rl1
JUDICIAL Where the parties, without any fraud or mistake, have
DISTRICT
deliberatelf]~/tlR~liH~ngagements in writing, the law
:_AWRENCt-: COUNTY
PENNSYL..VANIA
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declares the writing to be not only the best, but the only,
evidence of their agreement. All preliminary negotiations,
conversations and verbal agreements are merged in and
superseded by the subsequent written contract ... and
unless fraud, accident or mistake be averred, the writing
constitutes the agreement between the parties, and its
terms and agreements cannot be added to nor subtracted from
by parol evidence.
Yocca v. Pittsburgh Steelers Sports, Inc., 578 Pa. 479, 497, 854
A.2d 425, 436 (2004) (quoting Gianni v. Russell s Co., 281 Pa.
320, 126 A. 791, 792 (1924)) (emphasis added).
C. Applioa tion
Before addressing the defenses raised by Defendants, due to
the oft-conflicting testimony of the parties in this matter, the
Court feels it prudent to make several determinations of both
law and fact.
Initially, the Court finds that Defendants had legal
capacity to contract. Despite being in their mid-eighties,
Defendants had no documented medical history of Alzheimer's
Disease or any other similar ailment that would render them
legally unable to understand the gravity of contract
negotiations. The Court realizes that Defendants were hard of
hearing and a bit forgetful, but such is not uncommon from
individuals of their age. To hold that these factors, without
more, justify contract rescission, would be to strip many of the
Commonwealth's seniors from utilizing their right to bargain.
See Taylor v. Avi, 415 A.2d 894 (Pa.Super. 1979) (holding that
neither infirmity nor old age is a per se indication of
incapacity). The Court is also persuaded by the fact that there
is no record of Defendants being incapacitated when entering
into a gas lease only a few short weeks after the Agreement.
Additionally, the Court is not persuaded by Mr. Thomas'
53RD statement that he believed the parties traveled to Attorney
JUDICIAf.
DISTRICT
Robert Clark'~ lt?~!l.f892 A.2d 21, 30
(Pa.Super. 2006). The Court will address this claim despite it
possibly being moot, due to the fact that Defendants do not
reside on the Property at this point in time, and the likelihood
that Mrs. Thomas ever will again is slight.
The Agreement itself provided for a $250.00 monthly lease,
wherein Defendants would pay all utilities. While this would
seem to indicate a month-to-month lease terminable by either
party, the evidence provided to the Court suggests the written
language was contrary to the true intent of the parties. Hence,
said provision can be classified as a mistake in
memorialization, allowing for the use of parol evidence. See
Yocca v. Pittsburgh Steelers Sports, Inc., 578 Pa. 479, 497, 854
A.2d 425, 436 (2004).
53RP
JUDICIAL Plaintiff stated that, from the onset of preliminary
DISTRICT
negotiations, Def~ti_c[<{ht:GR\ii'l:i.t:M.l-it known that they wished to
. AWRf;NCE COC..JNTY
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reside in the farmhouse for as long as they so chose. Desiring
the land solely for farming purposes, Plaintiff never objected
to this demand. After Defendants rebuked his counter offer of a
$50,000.00 reduction in the purchase price of the Property in
exchange for them retaining said right, a $250.00 per month
agreement, plus utilities, terminable at Defendants' will, was
reached in Attorney Clark's office on April 29th. The testimony
of both Plaintiff and Clark indicate that this term was reached
after lengthy discussion, with Clark subsequently reading the
term to the parties after the contract was revised. Even Mrs.
Thomas agreed that this very term as assented to. Therefore,
the Court finds that Defendants were entitled to exactly what
they desired: the right to live in the farmhouse for as long as
they so chose, at a rate of $250.00 per month. Accordingly,
this defense is meritless.
Defendants next assert that there was no meeting of the
minds as to the material term of the disposition of mineral
rights. For several reasons, the Court finds this argument to
be misguided.
Initially, Plaintiff stated that, prior to the Agreement,
Mr. Thomas informed him of a pre-existing gas lease that netted
approximately $1,000.00 per year, and that, should they agree to
a deal, the lease would transfer with the Property. Neither
Defendant mentioned this conversation in their depositions.
Both Plaintiff and Attorney Clark testified that Plaintiff
informed Clark that he was desirous of obtaining mineral rights
in order to prevent future strip mining on the Property. The
proposed Installment Agreement was silent as to mineral rights,
as Attorney Clark felt that such a provision was not necessary
for said rights to transfer. Although Attorney Clark was
531459 Pa. 528, 532, 329 A.2d 887, 889 (1974)
(emphasis added). More generally, equity regards as done that
which ought to be done. The Court holds that the equities lie
with specific enforcement.
Attorney Clark represented Defendants in four varying
matters, beginning in 2005 and ending in late 2009. It is
uncontroverted that Clark never disclosed to Defendants that he
was not representing them in the instant matter, and that
Defendants viewed him as their "family attorney." These
factors, then, would seemingly make Defendants ripe to be fooled
into agreeing to terms unilaterally favoring Plaintiff. The
credible evidence, however, indicates that this was not the
case. Attorney Clark's representation of Plaintiff here can
hardly be characterized as the type of zealous advocacy that
11Because
the Rules of Professional Conduct do not provide any substantive
right of civil action, they will not again be referenced in this Opinion.
53RD
See Maritrans G.P., Inc. v. Pepper, Hamilton & Scheetz, 602 A.2d 1277 (Pa.
JUDICIAL 1992); Reilly by Reilly v. Southeastern Pennsylvania Transportation
DISTRICT Authority, 4``U:ir.?otf(Ci1iN)fr,
1985) ,
·\WRENCE C'OLJNTY
2012 NOV 30 A fl: 23 18
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before signing (though he could not recall whether he
specifically said 11by another attorney"). Aware of this
suggestion, Defendants were adamant that they were already
satisfied with all terms and signed the Agreement immediately
thereafter.
Further, Attorney Clark's letter to Defendants stating that
it would be "unusual" for a gas leasing company to want to renew
a lease prior to an old one's expiration had no impact on the
terms of April 29th Agreement, as it was sent the following
month. The fact that Defendants ignored the letter by not
responding to Clark and signing the May 27, 2010 gas lease only
strengthens the finding that said correspondence did nothing to
prejudice them.
In essence, Defendants were to receive the two main things
they desired before Attorney Clark came into the picture:
$350,000.00 due upon closing, and the right to live in the
farmhouse for as long as they chose. Further, the paragraphs
regarding mineral rights and remedies for default, which are
typical in real estate contracts, were both read aloud and
assented to. Defendants knew exactly what they were giving up
that day, and they did so understandingly and voluntarily. The
Court therefore holds for Plaintiff on the issue of specific
performance and attorney's fees. Additionally, the Court finds
that Plaintiff's statement that Mr. Thomas informed him that it
would not be necessary to pay for the 2010 leasing of the
Property to be credible: hence Defendants' counter claim for
damages for breach of said lease are denied.
Though it is probable that the Property would have been
worth substantially more than the agreed-upon price had it not
been sold for another month, this cannot be taken into
5JRD
JUDICIAL consideration, as the fact that Defendants "found a more
DISTRICT
profitable w{,Y.~Q/Qqtf~Hiii&ng of the property in question does not
WRENCE COlJN'TY
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2012 NOV 30 A 8: 2LI 20
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supply the equitable considerations that would cause a court to
deny specific performance." Snow v. Corsica, 459 Pa. 528, 329
A.2d 887, 890 (1974). At the moment of signing on April 29,
2010, Plaintiff became the equitable owner of the Property, and
is hence entitled to any benefit accruing to it between even
date and the date of conveyance. See Zitzelberger v. Salvatore,
458 A.2d 1021, 1023, 312 Pa.Super. 402, 405 (1983); Byrne v.
Craig, 332 A.2d 472, 474, 231 Pa.Super. 531, 535 (1974); DiDonato
v. Reliance Standard Life Ins. Co., 433 Pa. 221, 224, 249 A.2d
327, 329 (1969). Because the gas lease Defendants signed with
East Coast Resources, LLC, accrued subsequent to the Agreement,
Plaintiff is entitled to all of its benefits. As such, the cost
of the Property in the Agreement is reduced by the sum of the
advanced royalties paid to Defendants, and the gas lease is
hereby assigned to Plaintiff.
53RD
JUDICIAL
DISTRICT FILED /ORIGIN Al
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. \\·l,\~j :1
t'
, ~\~!' ,r '.
SCOTT SNYDER, IN THE COURT OF COMMON PLEAS
Plaintiff LAWRENCE COUNTY, PENNSYLVANIA
vs. NO. 11091 of 2010, C.A.g.:\,.
GEORGE M. THOMAS, III,
Executor of the Estate of J
GEORGE M. THOMAS, JR., and
DOROTHY THOMAS,
Defendants
ORDER OF COURT
AND NOW, this :)t/"1,1, day of in:rvthbv , 2012, this case being
before the Court on October 9, 2012, for a bench trial on a
Demand filed by the Plaintiff, Scott Snyder, appearing with his
attorney, Phillip L. Clark, Jr., Esq., and the Defendants,
George M. Thomas, Jr. and Dorothy Thomas, represented by the
Executor of their Estate, George M. Thomas, III, appearing with
r-o
their attorneys, Bradley S. Dornish, Esq., and Charles C. Bell,
"' " =
F:3 Esq., after consideration of said trial and the evidence of
. ~: ; !~ ~} ;~
:·~, i·q CJ
'. ... > :-;r:
-<::: record, the Court makes the within Findings of Fact, and enters
-~
:.J
-· C)
L.•J
the following Order in accordance with the attached Opinion, and
")::-:..
.. C) )> it is hereby ORDERED, ADJUDGED, and DECREED as follows:
11 :~o
nG") /',)
J
:/~ • ..u
r 1. Pursuant to the April 29, 2010 Installment Agreement of
Sale entered into by the parties, Plaintiff's request for
specific performance of Defendants' property, situated at
224 State Route 956 in Slippery Rock, Pennsylvania, is
GRANTED.
2. Plaintiff's request for a $176,000.00 reduction in the
purchase price of the aforementioned property, that sum
representing the amount of advanced royalties paid to
Defendants by East Coast Resources, LLC as a result of a
53rH>
JUDICIAL gas leasing contract signed on May 27, 2010, is GRANTED.
DISTRICT
· · WRgNCE COUNTY
PENNSYL.VANlA
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3. Plaintiff's request for an assignment of the May 27, 2010
gas leasing contract between Defendants and East Coast
Resources, LLC is GRANTED.
4. Plaintiff's request for attorney's fees, based on the
contractual language of the April 29, 2010 Installment
Agreement of Sale is GRANTED. Defendants are ordered to
pay such fees in the amount of $7,122.50, this number being
based on evid~nce provided by Plaintiff's counsel at trial.
The Court will consider an additional motion for any fees
incurred for counsel's services on or after the date of
trial.
5. Defendants' counter claim for damages in the amount of
$3,250.00, based on Plaintiff's failure to pay for his 2010
leasing of 65 acres of the property in dispute is DENIED.
6. The Clerk of Courts shall properly serve notice of this
Order and attached Opinion upon counsel of record; and if a
party has no counsel, then upon said party at their last
known address as contained in the Court's file.
BY THE COURT:
ac John W. Hodge, J.
53RD
JUDICIAL
DISTRICT
r ! [_[0 I ORIG IN i\l_
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PENNSYLVANIA
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