Falasco, E. v. O'Dell, III, W. ( 2014 )

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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
EUGENE FALASCO IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellant
v.
WILBERT F. O’DELL, III AND SUZANNE
R. O’DELL
Appellee No. 401 MDA 2014
Appeal from the Judgment Entered January 30, 2014
In the Court of Common Pleas of Berks County
Civil Division at No(s): 99-07414
BEFORE: BOWES, J., PANELLA, J., and PLATT, J.*
MEMORANDUM BY PANELLA, J. FILED NOVEMBER 13, 2014
Appellant, Eugene Falasco, appeals from the judgment entered after a
non-jury trial before the Honorable Paul M. Yatron, Court of Common Pleas
of Berks County. After careful review, we affirm.
On December 5, 1991, Falasco entered into a written installment
contract to purchase approximately 20 acres of land from Appellees, Wilbert
F. and Suzanne R. O’Dell. Pursuant to the contract, Falasco received
immediate possession of the property and paid an initial down payment of
$1,000 of the $215,000 contract price to the O’Dells. Falasco was required
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*
Retired Senior Judge assigned to the Superior Court.
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to pay the balance of the contract price within 18 months, at which time the
deed would be transferred to Falasco’s name.
The parties agree that the intention of the contract was to allow
Falasco to sub-divide and develop the property. The contract explicitly
placed the liability for all expenses associated with sub-dividing and
developing the property upon Falasco. Furthermore, the contract provided
that in the case that Falsaco failed to pay the balance of the purchase price
within 18 months, the O’Dells had
[t]he right to terminate this agreement and to demand
immediate possession of said premises upon thirty (30) days’
written notice, and thereupon all rights and obligations under
this agreement shall cease and terminate, and all payments
made by [Falasco] shall be retained by [the O’Dells] as
liquidated damages.
Installment Land Contract, 12/5/91, at ¶ 11.
It is undisputed that Falasco has never made any further payments on
the installment agreement to the O’Dells. It is also undisputed that Falasco
expended some amount of money on improvements to the property,
although the O’Dells contend that the improvements did not increase the
value of the property.
In 1999, the O’Dells discussed the status of the property with Falasco.
While a new contract price for a smaller parcel of the property was
discussed, it was not reduced to writing. On July 28, 1999, Wilbert O’Dell
wrote to Falsaco, informing him that the property had been sold to a third
party, and indicating that the purchasers had been told not to remove
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anything from the premises until the purchase was finalized. According the
agreement of sale with the third party, settlement was scheduled for
November 22, 1999.
Falasco filed a lis pendens against the property, and on September 20,
1999, filed the instant complaint against the O’Dells, alleging breach of
contract, unjust enrichment, and unfair trade practices.1 The case finally
proceeded to a bench trial on July 29, 2013, after which the trial court found
in favor of the O’Dells on all three remaining counts. Falasco subsequently
filed post-verdict motions, which the trial court denied. After judgment was
entered, Falasco filed this timely appeal.
On appeal, Falasco argues that the trial court erred in finding in favor
of the O’Dells on his claims for breach of contract and unjust enrichment.
Our scope and standard of review of these claims is well-defined.
Our appellate role in cases arising from non-jury trial verdicts is
to determine whether the findings of the trial court are
supported by competent evidence and whether the trial court
committed error in any application of the law. The findings of
fact of the trial judge must be given the same weight and effect
on appeal as the verdict of a jury. We consider the evidence in a
light most favorable to the verdict winner. We will reverse the
trial court only if its findings of fact are not supported by
competent evidence in the record or if its findings are premised
on an error of law. We will respect a trial court’s findings with
regard to the credibility and weight of the evidence unless the
appellant can show that the court’s determination was manifestly
erroneous, arbitrary and capricious or flagrantly contrary to the
evidence.
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1
Falasco later withdrew a fourth claim for specific performance.
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J.J. DeLuca Company, Inc. v. Toll Naval Associates, 56 A.3d 402, 410
(Pa. Super. 2012) (quotation marks, formatting, and citations omitted).
Turning to the merits, the trial court found against Falasco on his
breach of contract claim. Interpretation of a contract poses a question of
law and our review is plenary. See Charles D. Stein Revocable Trust v.
General Felt Industries, Inc., 749 A.2d 978, 980 (Pa. Super. 2000). “In
construing a contract, the intention of the parties is paramount and the court
will adopt an interpretation which under all circumstances ascribes the most
reasonable, probable, and natural conduct of the parties, bearing in mind the
objects manifestly to be accomplished.” Id. (citation omitted).
To give effect to the intent of the parties, we must start with the
language used by the parties in the written contract. See Szymanski v.
Brace, 987 A.2d 717, 722 (Pa. Super. 2009). Generally, courts will not
imply a contract that differs from the one to which the parties explicitly
consented. See Kmart of Pennsylvania, L.P. v. M.D. Mall Associates,
LLC, 959 A.2d 939, 944 (Pa. Super. 2008). We are not to assume that the
language of the contract was chosen carelessly or in ignorance of its
meaning. See id.Where the language of the contract is clear and unambiguous, a court
is required to give effect to that language. See Prudential Property and
Casualty Ins. Co. v. Sartno, 903 A.2d 1170, 1174 (Pa. 2006). Contractual
language is ambiguous “if it is reasonably susceptible of different
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constructions and capable of being understood in more than one sense.”
Hutchison v. Sunbeam Coal Co., 519 A.2d 385, 390 (Pa. 1986) (citation
omitted).
As noted above, under paragraph 11 of the agreement, the O’Dells had
the right to terminate the contract at any time after Falasco failed to pay the
purchase price within 18 months. Falasco focuses on the O’Dells’ failure to
give him 30 days’ notice prior to selling the property to a third party.
However, a close reading of the contract reveals that Falasco misinterprets
the notice requirement.
Paragraph 11 states that the O’Dells were entitled to terminate the
agreement and demand immediate possession upon 30 days’ written notice
after Falasco breached the payment condition. There is no requirement that
the O’Dells provide Falasco with an opportunity to cure. In fact, the contract
provides that all of Falasco’s rights under the contract ceased upon the
provision of the notice. Thus, when the O’Dells provided written notice of
the sale of the property to a third party, and informed Falasco that he had
until the sale was consummated to remove his personalty from the property,
the O’Dells complied with the terms of the contract.
Furthermore, the trial court found that Falasco’s testimony regarding
subsequent oral contracts with the O’Dells not credible. Falasco has failed to
demonstrate on appeal that this credibility finding was manifestly erroneous,
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arbitrary, capricious, or flagrantly contrary to the evidence. Thus, Falasco’s
first issue on appeal merits no relief.
Falasco also argues that the trial court erred in finding that he was not
entitled to relief pursuant to unjust enrichment. Whether the doctrine of
unjust enrichment applies depends on the unique factual circumstances of
each case. See Schenck v. K.E. David, Ltd., 666 A.2d 327, 328 (Pa.
Super. 1995). A claim for unjust enrichment arises from a quasi-contract.
See Stoeckinger v. Presidential Fin. Corp. of Delaware Valley, 948
A.2d 828, 833 (Pa. Super. 2008). Quasi-contracts are to be distinguished
from express contracts or contracts implied-in-fact as follows:
A quasi-contract imposes a duty, not as a result of any
agreement, whether express or implied, but in spite of the
absence of an agreement, when one party receives unjust
enrichment at the expense of another. In determining if the
doctrine applies, we focus not on the intention of the parties, but
rather on whether the defendant has been unjustly enriched.
The elements of unjust enrichment are “benefits conferred on
defendant by plaintiff, appreciation of such benefits by
defendant, and acceptance and retention of such benefits under
such circumstances that it would be inequitable for defendant to
retain the benefit without payment of value.” The most
significant element of the doctrine is whether the enrichment of
the defendant is unjust; the doctrine does not apply simply
because the defendant may have benefited as a result of the
actions of the plaintiff. Where unjust enrichment is found, the
law implies a quasi-contract which requires the defendant to pay
to plaintiff the value of the benefit conferred. In other words,
the defendant makes restitution to the plaintiff in quantum
meruit.
Lackner v. Glosser, 892 A.2d 21, 33-34 (citations omitted).
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In the present case, the trial court specifically found that Falasco failed
to prove that the O’Dells were enriched through his efforts, or that any such
enrichment was unjust. We need not reach the trial court’s conclusion on
proof of damages, as its conclusion that any such damages are not unjust
under the circumstances is amply supported by the record. Falasco had
admittedly enjoyed possession of the property for 20 years at the time of
trial while only paying $1,000, or 1/215th of the purchase price, to the
O’Dells during that time. We cannot conclude that the trial court’s
conclusion that any enrichment enjoyed by the O’Dells was not unjust is
manifestly erroneous, arbitrary and capricious, or flagrantly contrary to the
evidence. Falasco’s final issue on appeal merits no relief.
As we conclude that neither of Falasco’s issues on appeal merit relief,
we affirm the judgment.
Judgment affirmed. Jurisdiction relinquished.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 11/13/2014
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