Iron City Industrial v. Hook, A. ( 2014 )

J. A11024/14
NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P. 65.37
IRON CITY INDUSTRIAL CLEANING : IN THE SUPERIOR COURT OF
CORPORATION, T/D/B/A IRON CITY : PENNSYLVANIA
UNIFORM RENTAL, :
:
Appellant :
:
v. :
: No. 1366 WDA 2013
ARTHUR JAMES HOOK, :
D/B/A JIM’S TRANSMISSION SERVICE :
Appeal from the Order, August 16, 2013,
in the Court of Common Pleas of Allegheny County
Civil Division at No. AR 11-007359
BEFORE: GANTMAN, P.J., FORD ELLIOTT, P.J.E., AND OLSON, J.
MEMORANDUM BY FORD ELLIOTT, P.J.E.: FILED OCTOBER 03, 2014
Appellant (“Iron City Uniform”) files this appeal from the order denying
its post-trial motions following the jury’s verdict in favor of appellee
(“Jim’s Transmission”) in Iron City Uniform’s breach of contract action
against Jim’s Transmission.1 Finding no error, we affirm.
The trial court accurately summarized the factual background and
correctly framed the sole issue on appeal:
Because Defendant Arthur James Hook, d/b/a
Jim's Transmission Service ("Jim's Transmission”) is
1
An order denying post-trial motions is considered interlocutory and not
appealable; appeal must ordinarily be taken from the entry of judgment on
the docket. Dominick v. Hanson, 753 A.2d 824, 825 n.1 (Pa.Super.
2000). However, where judgment is subsequently entered, as it was here
on September 17, 2013, we may consider the appeal. Id.
J. A11024/14
in the motor vehicle repair business, employees’
clothing gets dirty quickly. Hence, Jim's
Transmission signed a written agreement with
Plaintiff Iron City Industrial Cleaning Corporation
t/d/b/a Iron City Uniform Rental (“Iron City
Uniform") for the rental and cleaning of employee
uniforms in 1997. The parties entered into a second
agreement in 2000 and a third agreement in 2005.
This 2005 agreement lasted for a term of five years
but contained a provision for automatic five year
renewal terms unless either party provided written
notice of its intention not to renew within ninety days
before the expiration of the term. This 2005
agreement also prohibited Jim's Transmission from
renting uniforms from anyone except Iron City
Uniform.
In 2011, Jim's Transmission stopped using
Iron City Uniform and began renting employee
uniforms from a different supplier. Claiming the
agreement had automatically renewed, Iron City
Uniform sued Jim's Transmission for breach of
contract. Before presiding over the jury trial of the
dispute held on May 22 and 23, 2013, I ruled that
the jury would determine only whether the
agreement had been renewed, and if so, whether
Jim's Transmission breached it. If the jury found in
favor of Iron City Uniform on both of the questions,
money damages would be addressed in a subsequent
non-jury trial. The Jury determined that the
agreement between the parties had not been
renewed, and I molded this Jury determination into a
verdict in favor of Jim's Transmission. Iron City
Uniform has appealed to the Superior Court of
Pennsylvania from the verdict in favor of
Jim's Transmission. This Opinion provides the
reasons I believe the jury's determination was
correct. See Pa.R.A.P. No. 1925(a).
During the trial, Arthur James Hook, the owner
of Jim's Transmission, admitted that he signed a five
year agreement with Iron City Uniform that "shall be
automatically renewed for successive 260 revenue
week periods unless either party provides 90 days
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J. A11024/14
written notice of its intention not to renew prior to
the expiration of the then current period." Exhibit 1,
paragraph 2. Because Mr. Hook also admitted that
Jim's Transmission never provided written notice of
intention not to renew, Iron City Uniform asked me
to direct the jury to find that the contract had been
renewed. The sole issue that Iron City Uniform will
argue on appeal is that I made an error because I
did not direct the jury to reach that verdict.
Trial court opinion, 10/21/13 at 1-2 (footnote omitted). We further note
that the written agreement between the parties contains a clause providing
that any amendment to the agreement must be in writing, signed by the
parties.
Iron City Uniform raises the following issue on appeal:
I. THE TRIAL COURT COMMITTED AN ERROR OF
LAW AND/OR ABUSED HIS DISCRETION IN
NOT UTILIZING PLAINTIFF'S PROPOSED
VERDICT SLIP WHICH DIRECTED THE JURY TO
FIND THAT A CONTRACT EXISTED BETWEEN
THE PARTIES AS A MATTER OF LAW AND/OR
NOT INSTRUCTING THE JURY THAT IT MUST
FIND THAT A CONTRACT EXISTED ON
DECEMBER 2, 2010, BETWEEN THE PARTIES,
THEREBY TAKING A MATTER OF LAW FROM
THE JURY, AS IT WAS FOR THE COURT TO
DECIDE WHE[THER] A CONTRACT EXISTED IN
LIGHT OF THE TESTIMONY AND EVIDENCE AT
TRIAL.
Iron City Uniform’s brief at 4.
Appellant’s issue presents a question of law as to whether the trial
court should have determined that the contract between the parties
automatically renewed rather than let the jury determine the issue.
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J. A11024/14
Because contract interpretation is a question of law,
this Court is not bound by the trial court's
interpretation. Our standard of review over
questions of law is de novo and to the extent
necessary, the scope of our review is plenary as the
appellate court may review the entire record in
making its decision. However, we are bound by the
trial court's credibility determinations.
Keystone Dedicated Logistics, LLC v. JGB Enterprises, Inc., 77 A.3d 1
(Pa.Super. 2013), quoting Ruby v. Abington Memorial Hospital, 50 A.3d
128, 132 (Pa.Super. 2012), appeal denied, 68 A.3d 909 (Pa. 2013).
We find that the trial court properly left to the jury the determination
as to whether the contract automatically renewed. Evidence was presented
at trial that brought into question whether the parties had modified the
original agreement both as to whether 1) an amendment to the agreement
had to be in writing; and 2) notice of termination of the agreement had to be
in writing.
A written contract which is not for the sale of
goods may be modified orally, even when the written
contract provides that modifications may only be
made in writing. Universal Builders, Inc. v. Moon
Motor Lodge, Inc., 430 Pa. 550, 244 A.2d 10
(1968). An agreement that prohibits non-written
modification may be modified by subsequent oral
agreement if the parties’ conduct clearly shows the
intent to waive the requirement that the
amendments be made in writing. Accu-Weather v.
Prospect Communications, 435 Pa.Super. 93, 644
A.2d 1251 (1994). An oral contract modifying a
prior written contract, however, must be proved by
clear, precise and convincing evidence. Pellegrene
v. Luther, 403 Pa. 212, 169 A.2d 298 (1961).
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J. A11024/14
Somerset Community Hospital v. Allan B. Mitchell & Associates, Inc.,
685 A.2d 141, 146 (Pa.Super. 1996).
The owner of Jim’s Transmission gave testimony as to the events that
led to the acrimony between the parties. Problems arose between the
parties approximately eight to ten months before the contract was scheduled
to automatically renew. (Notes of testimony, 5/22-23/13 at 114.) Among
the problems Jim’s Transmission noticed were uniforms being returned that
were wearing out badly with buttons missing, ripped seams, and holes. (Id.
at 112.) Over the next three to four months, Jim’s Transmission made
numerous complaints but Iron City Uniform provided no meaningful
response. (Id. at 112-114.) At this point Jim’s Transmission orally
informed Iron City Uniform that they would not be renewing the contract.
(Id. at 114.) After the alleged renewal date of the original contract, a driver
for Iron City Uniform brought a new contract for Jim’s Transmission, insisting
that they sign it. (Id. at 115.) When Jim’s Transmission refused to sign the
new contract, in January, a superintendent with Iron City Uniform contacted
them, telling them that the old contract was up and insisting that they sign
the new contract. (Id. at 115, 126.)
While possibly self-serving, if the jury believed this testimony,
Iron City Uniform could be viewed as having waived written notice and
accepted the oral notice that Jim’s Transmission would not renew the
contract because representatives of Iron City Uniform subsequently
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J. A11024/14
contacted Jim’s Transmission with a new contract, conceding that the old
contract had expired, and insisting that Jim’s Transmission sign a new
contract. We agree with the trial court that in light of this evidence, it would
have been improper for the court to determine that the original agreement
had automatically renewed; this was a legitimate question for the jury.
Accordingly, having found no merit in the issue raised on appeal, we
will affirm the judgment entered below. We also note that
Jim’s Transmission has filed a motion to quash this appeal. We deny that
motion.
Judgment affirmed. Motion to quash denied.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date:10/03/2014
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