Gervis, E. v. Bucks County Mental Health Clinic ( 2014 )

J-A25004-14
NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P 65.37
EDDIE GERVIS AND BARTOLO J. : IN THE SUPERIOR COURT OF
MORENO, : PENNSYLVANIA
:
Appellants :
:
v. :
:
BUCKS COUNTY MENTAL HEALTH :
CLINIC AND CHRISTINE TORRES :
MATRULLO, :
:
Appellees : No. 880 EDA 2014
Appeal from the Judgment entered March 3, 2014,
Court of Common Pleas, Bucks County,
Civil Division at No. 2008-02415-32-2
BEFORE: DONOHUE, WECHT and PLATT*, JJ.
MEMORANDUM BY DONOHUE, J.: FILED OCTOBER 21, 2014
Eddie Gervis (“Gervis”) and Bartolo Moreno (“Moreno”) (collectively,
“Appellants”) appeal from the judgment entered in favor of Bucks County
Mental Health Clinic (“the Clinic”) and Christine Torres Matrullo (“Matrullo”)
(collectively “Appellees”). For the reasons discussed herein, we affirm.
The trial court summarized the factual history as follows:
[Gervis] first met [Matrullo] at the
Panamerican Mental Health Clinic in Philadelphia.
Matrullo was the Clinical Director of the Panamerican
Mental Health Clinic, and Gervis worked there as a
psychotherapist. They worked together at the
Philadelphia location for a year and a half.
Sometime around early 2006, both Gervis and
Matrullo were transferred to the Panamerican Mental
Health Clinic in Bristol, Pennsylvania. Shortly after
this transfer, Matrullo called and told Gervis about a
new clinic she was starting. This clinic became
*Retired Senior Judge assigned to the Superior Court.
J-A25004-14
known as Bucks County Mental Health Clinic, a
nonprofit corporation, and Gervis began working
there on March 31, 2006.
Soon after Gervis joined, Matrullo told Gervis
that the nonprofit Bucks County Mental Health Clinic
was experiencing financial difficulties, and that an
investment was needed to help with these
difficulties. Gervis testified that Matrullo told him if
he invested in the nonprofit … he would receive large
profits in the long run. On December 18, 2006,
Gervis signed a document titled ‘Second Level Letter
of Intention, and Agreement to Allow For A Third
Investor’ (hereinafter, ‘Investor’s Agreement’). This
document stated that Gervis would provide $20,000
[] to the nonprofit Bucks County Mental Health Clinic
to ‘ease its cash flow needs,’ and that he would be
placed on the Board of Directors. [Moreno] signed
an identical Investor’s Agreement, and also invested
$20,000 [] in the nonprofit Bucks County Mental
Health Clinic.
The nonprofit Bucks County Mental Health
Clinic provided psychotherapist services for mental
health patients, along with family therapy. In the
Investor’s Agreement signed by Gervis and Moreno,
there were plans of a ‘for profit Corporation
anticipated to be formed.’ Gervis testified that
Matrullo led he and Moreno to believe [that] they
would make money back from their investments
through the for-profit corporation. Gervis and
Moreno signed an Operating Agreement in 2011,
giving them part ownership of Matrullo’s for-profit
entity known as Bucks County Mental Health
Services, LLC. The Operating Agreement of the for-
profit [entity] states, ‘The Company desires to
engage in the business of brokering of [sic]
managing and operating a Mental Health Facility and
providing mental health services for residents of the
Commonwealth of Pennsylvania and the State of
New Jersey, particularly, Hunterdon and Mercer
Counties.’ Gervis and Moreno were listed as each
having a 10% interest in the for-profit [entity], along
-2-
J-A25004-14
with one vote each. Neither was listed as having
given an initial capital contribution. Gervis testified
that no meetings were ever held for the for-profit
[entity] and no business was even conducted.
Further, Gervis and Moreno claim that Matrullo
guaranteed them a return on their $20,000 []
investment in the nonprofit [entity], and that this
return never materialized. None of the documents
related to either the nonprofit [] or the for-profit []
mention a guarantee of a return on any kind of
investment, nor do they mention a specific return on
a $20,000 [] investment.
Gervis was employed by the nonprofit [entity]
from March 31, 2006 until January 29, 2008. Gervis
signed a ‘Mental Health Services Contract for
Psychotherapist’ (hereinafter, ‘Employment
Agreement’) on April 28, 2006. The Employment
Agreement read, ‘In exchange for the mutual
services and promises delineated herein, the Clinical
Provider agrees to abide by and honor the following
terms: (a) It will pay Contractor at the rate of $35
per hour for services actually provided during the
first six months of this contract and $40 per hour
thereafter.’ Despite the contract language reading
‘per hour,’ Gervis repeatedly testified that he was
paid ‘per session,’ and at one point referred to the
payment measures a ‘session hour.’ Gervis testified
that he never received an increase in his pay.
Additionally, Gervis claims that he stopped being
paid altogether for some sessions, and would only
receive a portion of what he was owed. Gervis
resigned from his position on January 29, 20[08].
On March 11, 2008, Gervis and Moreno filed a
[c]omplaint against Matrullo and Bucks County
Mental Health Clinic, alleging [i]ntentional
[m]isrepresentation, [u]njust [e]nrichment, [b]reach
of [c]ontract, and a [c]laim under the Unfair Trade
Practices and Consumer Protection Law.
On December 19, 2013, the [c]ourt held a
one-day non-jury trial.
-3-
J-A25004-14
On February 7, 2014, the [c]ourt entered a
verdict in favor of [Appellees] on all claims.
On March 3, 2014, the [c]ourt denied
[Appellants’] [post-trial] [m]otion and entered
judgment in the matter.
On March 20, 2014, [Appellants] field their
[n]otice of [a]ppeal … .
Trial Court Opinion, 5/27/14, at 1-5 (footnotes omitted).
Appellants present one issue for our review: “Was the verdict so
against the weight of the evidence such that it constitutes a miscarriage of
justice and leads to the conclusion that the [trial court] committed a clear
abuse of its discretion in refusing to grant a new trial?” Appellants’ Brief at
4.
A new trial based on weight of the evidence issues
will not be granted unless the verdict is so contrary
to the evidence as to shock one’s sense of justice; a
mere conflict in testimony will not suffice as grounds
for a new trial. Upon review, the test is not whether
this Court would have reached the same result on
the evidence presented, but, rather, after due
consideration of the evidence found credible by the
fact-finder, and viewing the evidence in the light
most favorable to the verdict winner, whether the
court could reasonably have reached its conclusion.
Our standard of review in denying a motion for a
new trial is to decide whether the trial court
committed an error of law which controlled the
outcome of the case or committed an abuse of
discretion.
We stress that if there is any support in the record
for the trial court’s decision to deny the appellant’s
motion for a new trial based on weight of the
evidence, then we must affirm.
-4-
J-A25004-14
Joseph v. Scranton Times, L.P., 89 A.3d 251, 274 (Pa. Super. 2014)
(citation omitted).
Appellants argue that the verdicts are against the weight of the
evidence as to each of the three claims they raised in their complaint, and
they address each claim separately. They begin with their claim for
intentional misrepresentation.
The elements of fraud, or intentional
misrepresentation, are (1) a representation; (2)
which is material to the transaction at hand; (3)
made falsely, with knowledge of its falsity or
recklessness as to whether it is true or false; (4)
with intent of misleading another into relying on it;
(5) justifiable reliance on the misrepresentation; and
(6) the resulting injury was proximately caused by
the reliance.
Presbyterian Med. Ctr. v. Budd, 832 A.2d 1066, 1072 (Pa. Super. 2003).
Appellants argue that both Gervis’s testimony and the content of the
Investor’s Agreements establish all of the elements required to succeed on
this claim, and therefore that the verdict is against the weight of the
evidence. Appellants’ Brief at 11. Appellants summarize their argument as
follows:
Matrullo took $20,000 from each [Appellant]. She
never placed [Appellants] on any board of directors,
never gave them voting rights in any entity, never
gave them an equity interest in a for-profit entity
and never formed a for-profit entity which carried on
any business. [Matrullo] has never offered any
explanation and failed to appear for trial.
-5-
J-A25004-14
[Appellants] proved their intentional
misrepresentation case … by clear and convincing
evidence. The verdict on [this] claim … was against
the weight of that evidence, and the [trial court]
abused its discretion when it failed to award
[Appellants] a new trial.
Id. at 12.
In reaching its conclusion, the trial court found that Appellees followed
through with any/all of their obligations as outlined in the Investor’s
Agreements. In doing so, it expressly rejected Gervis’s testimony that
Matrullo represented that he and Moreno would receive a return on their
investment. Trial Court Opinion, 5/27/14, at 8-9. The record supports the
trial court’s determination. The Investor’s Agreements provide that the
$20,000 payments made by each Appellant to the Bucks County Mental
Health Clinic were “to ease its cash flow needs” and that it “constitutes an
equity investment in the for[-]profit corporation, whose value is 10% of the
for profit corporation’s stock and ownership of any and all assets deemed
owned by said corporation.” Exhibit P-1 at 2; Exhibit P-2 at 2. It also
provides that Appellants would be on the Boards of Directors of both the
Clinic and the to-be-formed for-profit entity. Id. at 4; Exhibit P-2 at 4.
There is no provision in these Agreements regarding a return of any kind on
the $20,000 investment. The for-profit was formed on January 1, 2010, and
Appellants were named as members with voting rights and 10% ownership
interests therein. Exhibit P-3 at 8, Annex A.
-6-
J-A25004-14
Appellants make much of the fact that the for-profit entity has not carried on
any business and that they were never called upon to cast votes for the
entity. Appellant’s Brief at 9-10. Appellants have established only that they
have not discharged any duties in connection with these entities. The fact
that they have not been called upon to do so does not negate the trial
court’s finding that they received what the Investor’s Agreements provided
they would receive: seats on the Boards of Directors of both entities with
voting rights and 10% ownership interests in the for-profit entity. The trial
court’s determination to deny Appellant’s request for a new trial finds
support in the record and we conclude that there was neither an error of law
nor an abuse of discretion.
Appellants next present their unjust enrichment claim. To prove
unjust enrichment, one must establish “the retention of a benefit conferred
by another, without offering compensation, in circumstances where
compensation is reasonably expected, and for which the beneficiary must
make restitution.” Roethlein v. Portnoff Law Associates, Ltd., 81 A.3d
816, 825 n.8 (Pa. 2013).
Appellants assert that they “conferred a $40,000 benefit upon
[Appellees] and it would be inequitable for [Appellees] to retain that money
without payment of value.” Appellants’ Brief at 13. Appellants argue that
they were entitled to some return on their investments and that it would be
inequitable to conclude otherwise. Id. at 13-14. However, as discussed
-7-
J-A25004-14
above, the trial court found that, pursuant to the Investor’s Agreements,
Appellants made the $40,000 cash infusion to the Clinic in order to ease its
cash flow needs and that no return on this money was promised or
expected. Trial Court Opinion, 5/27/14, at 10. It therefore concluded that
Appellants’ unjust enrichment claim could not succeed. As set forth above,
the record supports trial court’s determination that the funds given to the
Clinic were for its cash flow needs and that the Agreements did not provide
that Appellants would receive a return on these funds. As the trial court’s
determination is supported by the record, we may not disturb it. Joseph,
89 A.3d at 274. This finding, which we may not disturb, supports the trial
court’s denial as to this claim.
Appellants’ final argument involves the breach of contract claim, which
was premised on Gervis’s employment contract with the Clinic. To succeed
on a claim for breach of contract, “a party must establish[] (1) the existence
of a contract, including its essential terms, (2) a breach of a duty imposed
by the contract, and (3) resultant damages.” McCausland v. Wagner, 78
A.3d 1093, 1101 (Pa. Super. 2013). Gervis alleged that the Clinic breached
its contract with him because it failed to pay him in accordance with the
terms of the contract. Specifically, he alleged that the Clinic did not increase
his rate of pay in October 2006 as it was required to do and that it did not
pay him for approximately three months in 2007. The trial court found that
there was “no question” as to the existence of a contract between Gervis
-8-
J-A25004-14
and the Clinic, but that Gervis failed to establish a breach of that contract
because he did not have evidence of the precise sessions or period of time
for which he alleges he is owed compensation. Trial Court Opinion, 5/27/14,
at 11, 14. In doing so, the trial court rejected Gervis’s testimony as to the
period of time for which he had not been paid and that he never received an
increase in pay rate, as well as his manner of calculating the alleged amount
he is owed. Id. at 14. Gervis argues only that the trial court erred in
rejecting this evidence as incredible. Appellants’ Brief at 14-15. As an
appellate court, we are not permitting to disturb the trial court’s credibility
determinations. Nationwide Ins. Enter. v. Moustakidis, 830 A.2d 1288,
1292 (Pa. Super. 2003) (“[I]t is not the role of an appellate court to pass on
the credibility of witnesses or to act as the trier of fact, and an appellate
court will not substitute its judgment for that of the fact-finder.”). Beyond
Gervis’s testimony, there was no other evidence to support Gervis’s claims.
As set forth above, on review of a claim that the verdict was against the
weight of the evidence, the test we apply is whether “after due consideration
of the evidence found credible by the fact-finder, and viewing the evidence
in the light most favorable to the verdict winner, … the court could
reasonably have reached its conclusion.” Joseph, 89 A.3d at 274. As the
trial court found Gervis’ testimony incredible, and there was no other
evidence from which the trial court could have determined the period of time
-9-
J-A25004-14
for which Gervis had not been paid or the rate of his pay, we find that the
trial court’s conclusion is reasonable.
Judgment affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 10/21/2014
- 10 -