In Re: The Est. of Edward Doyle, Appeal of: D.D. ( 2023 )

J-S22031-22
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
IN RE: THE ESTATE OF EDWARD P. : IN THE SUPERIOR COURT OF
DOYLE, SR. : PENNSYLVANIA
:
:
APPEAL OF: DANIEL DOYLE :
:
:
:
: No. 2308 EDA 2021
Appeal from the Decree Entered October 12, 2021
In the Court of Common Pleas of Delaware County
Orphans' Court at No(s): 0030-2021-O
BEFORE: BOWES, J., McCAFFERY, J., and SULLIVAN, J.
MEMORANDUM BY SULLIVAN, J.: FILED FEBRUARY 10, 2023
Daniel Doyle (“Doyle”) appeals from the decree granting the petition for
approval of sale of real property on the open real estate market filed by the
administratrix of the Estate of Edward P. Doyle, Sr. (“Decedent”). We affirm.
Decedent died intestate in December 2019 leaving his eleven children
as his intestate heirs (“heirs”).1 The heirs were unable to agree which heir
should administer Decedent’s estate. Consequently, the orphans’ court
appointed Alice Buggy Miller, Esquire (“Administratrix”), to do so. The subject
dispute involves real property owned by Decedent at 29 Rodmor Road in
Havertown, Delaware County (“the property”). In October 2020, the
Administratrix informed the heirs that she intended to have the property
____________________________________________
1The heirs are as follows: Kathleen Doyle Sifter; Edward P. Doyle, Jr.; Michael
P. Doyle; Joan Wagner; Susan M. Mehan; Patricia Dolan; Jane Much;
Rosemarie Leicht; Amy Bradley; Daniel Doyle; and Rene Garnett.
J-S22031-22
appraised and inquired if any of them wished to purchase the property. Doyle
responded in the affirmative. On November 9, 2020, the Administratrix sent
another email to the heirs in which she informed them that Doyle had
expressed an interest in purchasing the property. Thereafter, the
Administratrix and Doyle verbally agreed that Doyle would purchase the
property “as is” for $300,000 in cash, with no property inspection, mortgage,
or other contingencies. The Administratrix informed the other heirs of this
agreement.
On November 30, 2020, William Bonner, Esquire, sent a letter to the
Administratrix indicating that he represented six of the heirs who had concerns
regarding the sale price of the property in the proposed sale to Doyle.2 Upon
inquiry, the Administratrix discovered that several of the heirs did not want
the property to be sold to Doyle and/or believed that the proposed sale price
was below the fair market value of the property. Accordingly, on that same
date, the Administratrix sent an email to all of the heirs, including Doyle,
informing them that, because the sale to Doyle was contested by some of the
heirs, she would petition the orphans’ court for approval of the sale.
On December 9, 2020, the Administratrix sent an email to Doyle
requesting proof of financing or available funds with which to purchase the
property. Doyle provided the requested proof of financing to the
____________________________________________
2Attorney Bonner represented: Kathleen Doyle Sifter; Edward P. Doyle, Jr.;
Michael P. Doyle; Joan Wagner; Susan M. Mehan; and Patricia Dolan.
-2-
J-S22031-22
Administratrix. On December 21, 2020, counsel for the Administratrix sent
an email to Doyle attaching the proposed agreement for the sale of the
property (“Agreement of Sale”) which was a standardized form. On December
29, 2020, the Administratrix sent another email to Doyle explaining that she
wished to file the petition for approval of sale of the property to Doyle in the
orphans’ court but could not do so without attaching a copy of the fully
executed Agreement of Sale. The Administratrix also discussed the petition
for approval of sale of the property to Doyle with Doyle via telephone. On
December 31, 2020, Doyle executed the Agreement of Sale.
On January 20, 2021, the Administratrix filed a petition for approval of
sale of the property to Doyle, attaching a copy of the Agreement of Sale to
the petition. After obtaining an updated appraisal which valued the property
at $360,000, six of the heirs opposed the petition on the basis that the sale
price was below fair market value. Four of the heirs submitted a joint offer to
purchase the property for $310,000.3 On May 12, 2021, the orphans’ court
conducted a hearing on the petition at which several witnesses testified. On
that same date, the orphans’ court entered a decree denying the petition.4
____________________________________________
3 The four heirs who submitted a joint offer to purchase the property for
$310,000 were Kathleen Doyle Sifter; Edward P. Doyle, Jr.; Michael P. Doyle;
and Patricia Dolan.
4The orphans’ court refers to the decree as having been entered on May 13,
2021; however, the docket reflects that the decree was entered on May 12,
2021.
-3-
J-S22031-22
The Administratrix filed a motion for reconsideration or clarification, which the
orphans’ court denied. Doyle filed a lis pendens on the property and a writ of
summons. He thereafter filed a civil complaint for specific performance of the
Agreement of Sale and monetary damages against the Administratrix.
On July 9, 2021, the Administratrix filed a second petition for approval
of sale wherein she requested approval from the orphans’ court to sell the
property on the open real estate market. Therein, the Administratrix argued
that the absence in the Agreement of Sale of a condition that the sale be
approved by the orphans’ court was a mutual mistake of fact. The
Administratrix further argued that the orphans’ court’s May 12, 2021 decree
denying the petition for approval of sale to Doyle voided the Agreement of
Sale. The Administratrix submitted a statement from a real estate agent who
estimated the property’s market value at $400,000. The four heirs who
submitted the joint offer to purchase the property for $310,000 requested that
the property be listed on the open real estate market and that their offer be
considered. Four of the remaining heirs opposed the petition. Doyle
separately filed preliminary objections to the petition for approval. On July
21, 2021, the orphans’ court conducted a hearing at which it initially granted
the petition for approval of sale but then vacated that ruling and scheduled
another hearing to address the preliminary objections filed by Doyle. On
August 11, 2021, the orphans’ court conducted a hearing on Doyle’s
preliminary objections before overruling them. The orphans’ court then
-4-
J-S22031-22
scheduled a further hearing on the petition for approval of sale on the open
real estate market. Doyle filed an answer and new matter to the petition for
approval of sale on the open real estate market.
At a hearing conducted on September 13, 2021, the orphans’ court
consolidated this matter with the civil action filed by Doyle and heard
testimony from several witnesses, including the Administratrix and Doyle. The
Administratrix testified, inter alia, that on November 30, 2020, she sent an
email to the heirs informing them that she intended to petition the orphans’
court for approval of the sale of the property to Doyle because some of the
heirs did not want Doyle to purchase the property. See N.T., 9/13/21, at 20-
21. The Administratrix further testified that she spoke with Doyle via
telephone and discussed the need for him to sign the Agreement of Sale so
that she could attach it to the petition for approval of sale of the property to
Doyle. Id. at 21. The Administratrix also identified the email she sent Doyle
on December 29, 2020, wherein she indicated that she wanted to file the
petition for approval of sale but could not do so without the executed
Agreement of Sale. Id. at 22. The Administratrix explained that Doyle
thereafter executed the Agreement of Sale on December 31, 2020. Id. Doyle
testified that he received the emails from the Administratrix and understood
that she would be petitioning the orphans’ court for approval of the sale
because several of his siblings did not want him to purchase the property. Id.
at 52-53. Doyle additionally testified that he understood that “[the
-5-
J-S22031-22
Administratrix] was under a lot of pressure from some of [his] other siblings
and that she just wanted everything to be on the up and up . . . [and] was
going to the court so that the [c]ourt could rubber stamp it.” Id. at 64. Doyle
specifically testified that he believed that the Administratrix was filing the
petition “to make sure the [c]ourt knew she was being very fair and
straightforward with her actions . . ..” Id. at 65.
On October 12, 2021, the orphans’ court entered orders granting the
petition to approve sale of the property on the open real estate market and
dismissing Doyle’s collateral action as moot. On October 13, 2021, the
orphans’ court entered its findings of fact and conclusions of law wherein it
determined that the “missing [c]ourt [a]pproval clause was a material term of
the Agreement [of Sale]” which required the court to set aside the Agreement
of Sale based on the doctrine of mutual mistake. Findings of Fact and
Conclusions of Law, 10/13/21, at 37 (Conclusions of Law Nos. 41, 43). The
orphans’ court further determined that the sale to Doyle “did not occur
because the condition precedent, the [c]ourt [a]pproval of the Agreement [of
Sale], did not happen.” Id. (Conclusion of Law No. 40). Doyle filed a timely
notice of appeal, and both he and the orphans’ court complied with Pa.R.A.P.
1925.
Doyle raises the following issues for our review:
A. Whether the contractual doctrine of mutual mistake of fact
permits the trial court to set aside a written and integrated
contract for the sale of real property where the alleged mistake
-6-
J-S22031-22
relates not to the real estate itself but instead to a clause that
the sale was contingent upon court approval?
B. Whether, in the absence of mistake, accident, or fraud,
principles of contract law and 20 Pa.C.S.A. § 3360 require the
trial court to compel specific performance by the estate
pursuant to the terms of a written and integrated contract for
the sale of real property?
Doyle’s Brief at 4.
Our standard of review is as follows:
When reviewing a decree entered by the orphans’ court, this
Court must determine whether the record is free from legal error
and the court’s factual findings are supported by the evidence.
Because the orphans’ court sits as the fact-finder, it determines
the credibility of the witnesses and, on review, we will not reverse
its credibility determinations absent an abuse of that discretion.
However, we are not constrained to give the same deference to
any resulting legal conclusions.
In re Estate of Harrison, 745 A.2d 676, 678-79 (Pa. Super. 2000) (internal
citations, quotation marks, and unnecessary capitalization omitted). An
orphans’ court decision will not be reversed unless there has been an abuse
of discretion or a fundamental error in applying the correct principles of law.
See In re Estate of Luongo, 823 A.2d 942, 951 (Pa. Super. 2003).
In his first issue, Doyle contends that the orphans’ court erred by setting
aside the Agreement of Sale based on a mutual mistake of fact. We most
commonly have allowed reformation of mistaken contract provisions in cases
of “scriveners’ errors,” where the parties’ writing mistakenly failed to record
their agreed-upon intentions. See Murray v. Willistown Twp., 169 A.3d
-7-
J-S22031-22
84, 91 (Pa. Super. 2017). This Court has explained the doctrine of mutual
mistake of fact as follows:
The doctrine of mutual mistake of fact serves as a defense
to the formation of a contract and occurs when the parties to the
contract have an erroneous belief as to a basic assumption of the
contract at the time of formation which will have a material effect
on the agreed exchange as to either party. A mutual mistake
occurs when the written instrument fails to set forth the true
agreement of the parties. The language on the instrument should
be interpreted in the light of subject matter, the apparent object
or purpose of the parties and the conditions existing when it was
executed.
Voracek v. Crown Castle USA Inc., 907 A.2d 1105, 1107-08 (Pa. Super.
2006) (citations and quotations omitted). A contract may be reformed or
rescinded based on a mutual mistake if “(1) the mistake relates to an essential
fact which formed the inducement to [the contract], and (2) the parties [can
be] placed in their former position with reference to the subject-matter of [the
contract].” Id. (citation omitted, cleaned up). In addition, “the mistake must
not be one as to which the party seeking relief bears the risk.” Step Plan
Servs., Inc. v. Koresko, 12 A.3d 401, 410 (Pa. Super. 2010) (emphasis and
citation omitted). A party seeking reformation or recission based on a mutual
mistake must present clear and convincing evidence of the mistake. Smith
v. Thomas Jefferson Univ. Hosp., 621 A.2d 1030, 1032 (Pa. Super. 1993).
Doyle asserts that he testified unimpeached at trial that he never
believed that the Agreement of Sale was contingent upon court approval.
Doyle maintains that, although he received two emails from the Administratrix
in which she indicated her intention to petition the orphans’ court for approval
-8-
J-S22031-22
of the sale of the property to him, the record is devoid of any evidence to
suggest that the Agreement of Sale was contingent on such approval. Doyle
points out that, within the Agreement of Sale, he specifically waived all
contingencies and inspections. According to Doyle, the Administratrix’s failure
to include a contingency clause regarding court approval was, at most, her
unilateral mistake which cannot as a matter of law afford relief under the
doctrine of mutual mistake of fact.
Doyle further argues that the contractual defense of mutual mistake of
fact requires that the party seeking avoidance prove that the fact at issue was
essential and relates to a basic assumption on which the contract was made.
Doyle asserts that a contingency clause for court approval does not relate in
any way to the property or to the agreed-upon consideration and, therefore,
cannot as a matter of law be deemed an essential fact or involve a basic
assumption on which the contract was made. Doyle claims that even if the
contingency clause can be considered an essential fact, the record does not
support a finding that the presence of the contingency clause was
contemplated by both parties as a condition of assent.
Doyle claims that the absence of a contingency clause for court approval
did not affect the Administratrix’s ability to convey the property, nor did it
affect his ability to purchase the property. Doyle further contends that the
absence of a contingency clause cannot be considered as a fact in existence
at the time of the formation of the contract which was unknown to both parties
-9-
J-S22031-22
because the Agreement of Sale is a written and integrated document which
was signed by both parties.
Finally, Doyle points out that he was not represented by counsel prior
to the time he executed the contract on December 31, 2020. He argues that
because the Administratrix, who was represented by counsel, drafted the
Agreement of Sale, she should bear the risk of her unilateral mistake. Doyle
claims that the orphans’ court erred by refusing to allocate the risk of mistake
to the Administratrix.
The trial court considered Doyle’s first issue and concluded that it lacked
merit. The court reasoned:
The evidence, in this matter, is clear and convincing that
both parties agreed that the provision for court approval would be
in the Agreement of Sale.
The Administratrix credibly testified that upon receiving
Attorney Bonner’s November 30, 2020 letter on behalf of six heirs,
she wrote an email to all the heirs, including . . . Doyle, wherein
it stated as follows: “2) As it seems clear some of . . . you do not
want your brother Daniel to purchase the house, I will petition the
court for approval.” See R1-2; P-1; (N.T.[,] 9/13/21[,] at 42-43,
68). The Administratrix specifically testified that she knew that
the sale of the property was going to be a fight because she knew
a certain amount of the heirs objected to the sale to . . . Doyle
and those heirs communicated those objections orally and/or in
writing to her. See R1-2; (N.T.[,] 09/13/21[,] at 29-30). . . ..
The Administratrix testified that on December 29, 202[0],
she emailed . . . Doyle wherein she asked the signed Agreement
of Sale to be sent to her because she wanted to attach [it] to the
petition to approve the sale of real estate. (N.T.[,] 09/13/21[,] at
21-22, 40); see P-2. In the December 29, 202[0] email, the
Administratrix stated “Hello. I was really hoping to file my petition
to approve the sale of the house this week. But we can’t file the
petition without the [A]greement of [S]ale . . ..” Id. The
- 10 -
J-S22031-22
Administratrix testified that she also spoke with . . . Doyle on the
phone where she specifically discussed the need for him to sign
the Agreement [of Sale] for her to attach it to the petition for the
approval of the [A]greement of [S]ale. Id. at 21. The
Administratrix believed that the Agreement of Sale was contingent
upon the orphans’ court approval. (N.T.[,] 09/13/21[,] at 23).
The Administratrix testified that she did not know that the court
approval clause was not in the Agreement of Sale until . . . Doyle’s
counsel informed her in approximately May 2021. Id. at 47.
[] Doyle testified that he thought that he received the
petition for approval of the sale of real estate filed on January 21,
202[1]. (N.T.[,]09/13/21[,] at 57-58). As to the November 30,
2020 email from the Administratrix discussing the Agreement
being submitted to the orphan[s’] court, . . . Doyle testified that[:]
So I was under the impression, [the
Administratrix] just wanted the court to be aware of
the fact that there was some contention from certain
siblings of mine. That they did not want me to buy
the home for whatever reason.
Id. at 52-53. . . . Doyle further testified that his understanding
[of the] Administratrix’s representations regarding the filing of a
petition regarding the sale was[ as follows:]
I believe that [the Administratrix] was going to
the court so that the court could rubber stamp it. To
say that hey, we entered into an agreement . . ..
Threatening litigation and I believe that she just
wanted to make sure that the court knew she was
being very fair and straight forward [sic] with her
actions which she was.
Id. at 64. It is clear from the evidence that the Administratrix
and . . . Doyle intended to include a court approval clause for the
sale of the property. The evidence also shows that both parties
thought that the clause was included. (N.T.[,] 09/13/21[,] at 21-
22, 40,42-43); see R 1-2, P-2.
Even if the mistake is unilateral, if the non-mistaken party
knows or has reason to know of the unilateral mistake, and the
mistake, as well as the actual intent of the parties, is clearly
shown, relief will be granted to the same extent as a mutual
- 11 -
J-S22031-22
mistake. Twin City [Fire Ins. Co., v. Pittsburgh Corning
Corp., 813 F. Supp. 1147, 1150 (W.D. Pa. 1992)] (citing Line
Lexington Lumber & Millwork Co., Inc. v. Pennsylvania
Publishing Corp., et al., 301 A.2d 684, 687 (Pa. 1973)); Lanci
v. Metropolitan Ins. Co., 564 A.2d 972, 974 (Pa. Super. []
1989); RegScan, Inc. v. ConWay Transp. Services, Inc., 875
A.2d 332, 340 (Pa. Super. [] 2005). A mistake by one party, and
knowledge of the mistake by the other, should justify relief as fully
as a mutual mistake. Twin City, supra (citing Line Lexington,
supra at 687-688). Where the first party knows what the other
party actually intended, the instrument will be reformed to
conform to that intention. Id.
The Administratrix credibly testified that she was not aware
that the clause for court approval was missing from the Agreement
of Sale until May of 2021. Even if . . . Doyle argued that it was a
unilateral mistake, since . . . Doyle clearly testified that he knew
the clause of court approval would be included in the Agreement
of Sale, relief should be granted as if it was a mutual mistake. . . .
[T]he Agreement of Sale should only be enforced as it was
intended to be written. Therefore, the orphans’ court properly
granted the petition to approve the sale of real estate and set
aside the Agreement of Sale between the Administratrix and . . .
Doyle.
[T]he law recognizes that mistakes happen in drafting
contracts. It provides that when the parties have come to an
agreement as to the terms of that contract, the contract as agreed
to should be enforced.
The evidence, in this matter, is clear and convincing that the
understanding between the Administratrix and . . . Doyle as to
their intention was to include the court approval term in the
Agreement of Sale. Both parties mistakenly believed that the
approval condition was included in the contract when it was
executed. . . . [T]he Agreement of Sale should only be enforced
as it was intended to be written. This contract could not be
enforced as written because the approval condition was not
included in the Agreement of Sale. Therefore, the orphans’ court
properly granted the petition to approve the sale of real estate
and set aside the Agreement of Sale between the Administratrix
and . . . Doyle.
- 12 -
J-S22031-22
Trial Court Opinion, 3/28/22, at 24-28 (unnecessary capitalization and some
citations omitted).
The orphans’ court further determined that the presence of an
integration clause in the Agreement of Sale was irrelevant, as the evidence
established that both parties acknowledged that they agreed to a term that
was mistakenly left out of the Agreement. Id. at 28.
Regarding the risk of a mistake, the orphans’ court determined that
Section 154(b) of the Restatement (Second) of Contracts5 did not apply
because there was no agreement between the parties as to the allocation of
risk. Id. at 30. The court further determined that because both parties
believed that the court approval clause was included in the Agreement of Sale,
the there was no need to require the Administratrix to bear the risk of loss.
Id. at 30-31.
____________________________________________
5 Section 154 of the Restatement (Second) of Contracts provides:
§154. When a Party Bears the Risk of a Mistake
A party bears the risk of a mistake when (a) the risk is allocated
to him by agreement of the parties, or (b) he is aware, at the time
the contract is made, that he has only limited knowledge with
respect to the facts to which the mistake relates but treats his
limited knowledge as sufficient, or (c) the risk is allocated to him
by the court on the ground that it is reasonable in the
circumstances to do so.
Restatement (Second) of Contracts § 154 (1981).
- 13 -
J-S22031-22
We discern no abuse of discretion or legal error by the orphans’ court.
The record amply supports its determination that the Agreement of Sale
should be reformed due to a mutual mistake by the parties. As of November
30, 2020, both the Administratrix and Doyle knew that the Administratrix
intended to petition the orphans’ court for approval of the sale of the property
to Doyle because the sale was contested by several of Decedent’s heirs. When
Doyle executed the Agreement of Sale on December 31, 2020, he did so
knowing that the document he was signing would be attached to a petition to
the orphans’ court seeking approval of the sale of the property to him. Thus,
the record is clear that, before the Agreement of Sale was executed, both
parties understood that the sale of the property to Doyle was disputed and
contingent on the approval of the orphans’ court. See Voracek, 907 A.2d at
1107-08 (explaining that a mutual mistake occurs when the written
instrument fails to set forth the true agreement of the parties); see also
Murray, 169 A.3d at 91 (explaining that reformation of mistaken contract
provisions is commonly permitted in cases of “scriveners’ errors,” where the
parties’ writing mistakenly failed to record their agreed-upon intentions).
Moreover, as explained above, a contract may be reformed or rescinded
based on a mutual mistake if the mistake relates to an essential fact which
formed the inducement to the contract, and (2) the parties can be placed in
their former position with reference to the subject-matter of the contract See
Voracek, 907 A.2d at 1107-08. Here, reformation of the Agreement of Sale
- 14 -
J-S22031-22
was appropriate because the mistake related to the absence of a court
approval clause and Doyle was induced to execute the Agreement of Sale so
that it could be presented to the orphans’ court for approval. Further, the
parties can be placed in their former position with reference to the property
(i.e., the Administratrix may offer the property for sale and Doyle may again
seek to purchase the property, albeit on the open real estate market).
Finally, the orphans’ court was required to interpret the language of the
Agreement of Sale “in the light of subject matter, the apparent object or
purpose of the parties and the conditions existing when it was executed.” Id.Here, the sale of the property was not a private transaction between two
independent parties. Instead, the parties consisted of the Administratrix of
the Decedent’s estate and one of the eleven heirs to whom the Administratrix
owed a fiduciary duty to liquidate the Decedent’s estate for purposes of
distribution to all the heirs. The subject matter of the Agreement of Sale was
an asset of Decedent’s estate, and the objective of the agreement was to
liquidate an estate asset so that the proceeds could be dispersed among the
eleven heirs. The conditions existing when the Agreement of Sale was
executed by Doyle on December 31, 2020, were such that both parties to the
Agreement of Sale understood that the Administratrix intended to petition the
orphans’ court for approval of the sale because several of the heirs contested
the sale on the basis that the sale price was below the fair market value of
the property. Thus, the subject matter and purpose of the Agreement of Sale,
- 15 -
J-S22031-22
as well as the conditions existing at the time it was executed by Doyle, further
support the orphans’ court’s determination that the Agreement of Sale should
be reformed due to a mutual mistake. Accordingly, Doyle’s first issue merits
no relief.
In his second issue, Doyle argues that the Administratrix breached the
Agreement of Sale by failing to convey the property to him, and that he was
entitled to specific performance of the Agreement of Sale. The orphans’ court
determined that the issue was meritless because the May 12, 2021 order
denying the petition for approval of sale of the property to Doyle invalidated
the Agreement of Sale by operation of law. Id. at 43. The orphans’ court
explained that it “could not, therefore, order specific performance for an
invalid agreement of sale.” Id.
Based on our determination that the orphans’ court did not err or abuse
its discretion by reforming the Agreement of Sale to include a court approval
clause, there was no enforceable Agreement of Sale following the entry of the
orphans’ court’s May 12, 2021 order denying the petition to approve the sale
of the property to Doyle. See Murray, 169 A.3d at 93 (holding that the
appellant was not entitled to specific performance of the original contract
where the trial court properly reformed the contract). Accordingly, Doyle’s
second issue is moot.
Order affirmed.
- 16 -
J-S22031-22
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 2/10/2023
- 17 -