Satiro, F. v. Maninno, A. ( 2020 )

J-S33032-20
2020 Pa. Super. 185
FRANCESCO SATIRO : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellant :
:
:
v. :
:
:
ANTONIO MANINNO, AM 3686 INC., : No. 3146 EDA 2019
VINNIE MANINNO, MANINNOS :
ITALIAN EATERY PIZZARIA, MAGDY :
K. MOHAMED, RANDY RAMIREZ, AND :
SIKA CORP :
Appeal from the Judgment Entered December 4, 2019
In the Court of Common Pleas of Montgomery County Civil Division at
No(s): No. 2015-22125
BEFORE: DUBOW, J., MURRAY, J., and STEVENS, P.J.E.*
OPINION BY STEVENS, P.J.E.: FILED AUGUST 07, 2020
Appellant Francesco Satiro appeals pro se from the judgment1 entered
in the Court of Common Pleas of Montgomery County on December 4, 2019,
____________________________________________
* Former Justice specially assigned to the Superior Court.
1 Appellant purports to appeal from the Order entered on October 2, 2019;
however, a party seeking to file a notice of appeal first must file a praecipe to
enter judgment on the non-jury verdict and the judgment must be entered on
the docket with appropriate notice of the same by the prothonotary to the
parties. It is only after entry of judgment and notice of the same to the parties
that this Court has jurisdiction to review the merits of an appeal. See
Johnston the Florist, Inc. v. TEDCO Constr. Corp., 657 A.2d 511, 514
(Pa.Super. 1995) (en banc) (stating entry of judgment is a prerequisite to the
exercise of this Court’s jurisdiction). In a Per Curiam Order entered on
November 25, 2019, this Court directed Appellant to praecipe the trial court
prothonotary to enter judgment on the decision of the trial court to avoid
quashal of his appeal. Appellant complied, and judgment was entered on
J-S33032-20
on a non-jury verdict in favor of Antonio Mannino, a/k/a Vinnie Mannino and
the president of AM 3686 Inc, (hereinafter “Appellee”) in this breach of
contract action. The trial court further ordered that Appellee shall return a
$5,000.00 cash deposit to Appellant. Following our review, we affirm.
The trial court set forth the relevant facts and procedural history herein
as follows:
FACTS AND PROCEDURAL HISTORY
[Appellant] is an adult individual residing at 376 Stoney Run
Road, Spring City, PA, 19475. Def.’s Proposed Findings of Fact #1.
[Appellee] does business as Mannino’s Pizzeria and Italian Eatery.
Def.’s Proposed Findings of Fact #2; Compl. § 2. Magdy Mohamed
(hereinafter “Mohamed”), is an adult individual residing at 907 N.
Charlotte Street, Pottstown, PA 19464. Def.’s Proposed Findings
of Fact #3. Mohamed leases the property located at 903 N.
Charlotte Street, Pottstown, PA 19464 to “AM 3686 T/A Mannino’s
Pizza.” Ex. 10.
On or about May 15, 2015, [Appellant] and [Appellee]
signed an agreement titled “Receipt and Acknowledgement.” Ex.
1. Under the agreement, [Appellant] is the Buyer and AM 3686,
Inc. is the Seller, with [Appellee] signing as “President” on behalf
of AM 3686, Inc. Id. The Receipt and Acknowledgement stated
that [Appellant] gave [Appellee] a five thousand dollar ($5,000)
cash deposit and provided that “[t]he parties agree that the Buyer
____________________________________________
December 4, 2019. In a Per Curiam Order entered on December 11, 2019,
this Court indicated we had received a response to our November 25, 2019,
Order and permitted the appeal to proceed. Despite the fact that Appellant’s
filing of a notice of appeal preceded the entry of judgment, his notice of appeal
is timely and proper. See Pa.R.A.P. 905(a) (appeal treated as filed after entry
of judgment); see also Pa.R.A.P. 903(a) (“notice of appeal ... shall be filed
within 30 days after entry of the order from which the appeal is taken.”). We
have amended the caption accordingly.
-2-
J-S33032-20
will purchase from Seller the business Mannino’s Pizzeria and
Italian Eatery and all its assets and the liquor licensed [sic]
granted to AM 3686, Inc., for the Sum of One Hundred and Fifty-
five Thousand Dollars.” Ex. 1. The Receipt and Acknowledgement
also provided that it would be “superceded [sic] by the Asset Sale
Agreement once both parties have their counsel review the Asset
Sale Agreement and then sign the agreement with twenty
thousand dollars down payment being paid.” Id.
At the time [Appellant] and [Appellee] signed the Receipt
and Acknowledgement, AM 3686 Inc. was party to a written
commercial gross lease with Mohamed, which required monthly
rent of $3,250/month through March 13, 2019 (approximately
four additional years). Ex. 10. This lease had a second option to
extend the lease for five years beyond the first option period,
which would increase rent $600/year ($50/month) each additional
year of the second option period. Id. At trial, [Appellee] testified
that he never intended to continue leasing the property from
Mohamed if he successfully sold the property to [Appellant]. N.T.
Bench Trial 61:25-62:9, July 15, 2019. [Appellant’s] own
Proposed Findings of Facts submitted to this [c]ourt state that
“[Appellee] obviously would have a problem paying monthly lease
payments to Landlord after selling his business and liquor license.”
P1.’s Proposed Findings of Fact #8. For this reason, [Appellee]
went to his landlord, Mohamed, and requested that he prepare a
new lease for [Appellant]. N.T. Bench Trial 24:25-25:3. Mohamed
testified that he prepared this new lease (hereinafter “Draft
Lease”) for [Appellant] but that [Appellant] never contacted him
to ask questions about the lease after receiving it. Id. at 24:25-
25:3; 30:18-20; see also Ex. 11.
The Draft Lease differed from the commercial lease between
[Appellee] and Mohamed in Sections 11 (Utilities and Services)
and 12 (Maintenance and Repairs). Compare Ex. 10, 9§ 11-12
with Ex. 11, §§ 11-12. In the lease between [Appellee] and
Mohamed, Sections 11 and 12 provided that the landlord would
pay for specified utilities and services and make all necessary
repairs to various parts of the property, while Sections 11 and 12
of the Draft Lease shifted these responsibilities to the tenant.
Compare Ex. 10, 9§ 11-12 with Ex. 11, 9§ 11-12. Mohamed
testified that he intended to give [Appellant] the same lease that
had previously been provided to [Appellee]. N.T. Bench Trial 30:7-
9. [Appellant’s] own Proposed Findings of Facts submitted to this
[c]ourt offer a possible explanation for the discrepancies between
the leases, suggesting that “[a]pparently the parties didn’t realize
the difference in the proposed Commercial lease prepared by
-3-
J-S33032-20
[Appellee’s] attorney” or that the difference could be due to
“typographic error.” Pl.’s Proposed Findings of Fact #13.
The record fails to clearly establish that [Appellant]
attempted to negotiate any terms of the Draft Lease with
Mohamed directly or follow-up with him after receiving the Draft
Lease. N.T. Bench Trial 30:18-20. Rather, [Appellant] testified
that he “always told [Appellee] he should have spoke [sic] to the
landlord[.]” Id. at 36:7:-11. During trial, [Appellant] and his
counsel repeatedly stated that [Appellee] breached a duty in the
Receipt and Acknowledgment by not assigning [Appellee’s] lease
with Mohamed to [Appellant] and instead asking [Appellant] to
negotiate a new lease with Mohamed. Id. at 20:16-19; 55:5-12.
[Appellant] also alleges that [Appellee] breached a contractual
duty by not executing the agreements related to the sale of assets
and liquor license. See Pl.’s Proposed Conclusions of Law #2. The
Receipt and Acknowledgment, however, provides no language
related to whether [Appellee] had a duty to assign the lease or
execute subsequent agreements. Ex. 1. [Appellant] himself
testified that “[t]he receipt didn’t say anything about the lease.”
N.T. Bench Trial 48:6-10. Section 15 of [Appellee’s] lease with
Mohamed stated that “Tenant will not assign this lease or sublet
any part of the premises without the written consent of Landlord.
Landlord will not unreasonably withhold such consent.” Ex. 10, § 15.
[Appellee] testified that he understood neither what this provision
meant nor the meaning of the word “assign.” N.T. Bench Trial
19:12-20:15. Mohamed also testified that he did not know the
meaning of this provision or the word “assignment.” Id. at 25:9-
26:2. For context, English is not the first language of [Appellant],
[Appellee], or Mohamed.
Counsel for [Appellee] prepared an Asset Sale Agreement,
which was never signed. Ex. 9. Both the draft Asset Sale
Agreement and the Draft Lease between [Appellant] and
Mohamed attached exhibits listing the assets which [Appellant]
would purchase as part of the deal. See Ex. 9; 11; 12. These lists
delineated assets owned by AM 3686 Inc. and Mohamed. Id.
Mohamed was not shown these full lists but testified that he owns
“whatever is in the restaurant as equipment.” N.T. Bench Trial
29:3-4; 29:16-21. [Appellee] testified that on June 22, 2015, the
date originally chosen for closing, [Appellant] refused to sign the
Agreement of Sale because he found the Draft Lease “unfair.” Id.
at 66:4-67:2. When asked by this [c]ourt why [Appellant] backed
out of the agreement, [Appellee] testified “[Appellant] said he
don’t [sic] like the lease. And he said: I’m not going to buy your
-4-
J-S33032-20
place. I’m not going to buy anything. This is unfair.” Id. at 16:8-
12.
After [Appellant] backed out of the agreement, [Appellee’s]
attorney prepared a Termination Agreement, which provided that
[Appellee] would return to Plaintiff $2,500—half of [Appellant’s]
$5,000 cash deposit previously paid to [Appellee] pursuant to the
Receipt and Acknowledgment. Id. at 76:2-8; Ex. 14. [Appellee]
testified that he went to meet [Appellant] at a pizza shop with “a
check in [his] hand” to return the $2,500 (half of [Appellant’s]
deposit) and sign the Termination Agreement, but [Appellant]
“changed his mind” and refused to sign the Termination
Agreement or accept the check. N.T. Bench Trial 76:9-11.
[Appellant] sought damages for breach of contract and specific
performance of the contract.1 The [Appellant] filed a timely Notice
of Appeal on October 28, 2019.
__
1After [Appellant’s] case-in-chief, [Appellee] moved for nonsuit.
The [c]ourt granted nonsuit as to breach of confidentiality
provision (Count II), negligent misrepresentation (Count III),
failure to cooperate in performance (Count IV), and tortious
interference with prospective business relations with defendants
Sika Corp. and Randy Ramirez (Counts VI and VII), denying
nonsuit only as to breach of contract (Count I) and specific
performance
Trial Court Opinion, 12/30/19 at 1-5.
Following the bench trial, on October 2, 2019, the trial court issued
detailed findings of fact and conclusions of law wherein it found, inter alia: No
contract existed between the parties because there had been no meeting of
the minds, and even assuming, arguendo, a contract did exist, Appellant failed
to meet a condition precedent of negotiating a new lease with Mohammed.
See Conclusions of Law, 10/2/19, at ¶¶ 5, 11; Even if there had been a
contract with no condition precedent, Appellant’s breach of contract claim fails
because he had not shown Appellee had breached a contractual duty under
the Receipt and Acknowledgement. Id. at ¶ 12; Appellant did not show he is
-5-
J-S33032-20
entitled to specific performance, because he did not establish there is no
adequate remedy at law. Id. at ¶¶ 28-29; Specific performance would be
contrary to equity and justice. Id. at ¶¶ 30-32. The trial court ultimately
held:
[Appellant] having failed to establish that [Appellee]
breached the contract, or that [Appellant] is entitled to specific
performance, it is hereby ORDERED that judgment is entered in
favor of [Appellee] and against [Appellant]. It is further
ORDERED that [Appellee] shall return the $5,000 cash deposit to
[Appellant].
Id at ¶ 33.
Appellant filed a motion for reconsideration on October 15, 2019, and
the trial court denied the motion in its October 17, 2019, Order.
Appellant timely appealed, and on October 29, 2019, the trial court
ordered Appellant to file a concise statement of the matters complained on
appeal. Appellant complied on November 12, 2019, at which time he
presented twenty-nine (29) issues for review on appeal. In his appellate brief,
Appellant sets forth the following question for our review:
“Did the court commit legal error by not enforcing the
parties' written contract by specific performance of the business
and liquor license?”
Brief for Appellant at 15.
Before we consider the merits of Appellant’s question presented on
appeal, we first must determine whether he has preserved it for appellate
review. An appellant’s concise statement must identify the errors with
sufficient specificity for the trial court to identify and address the issues the
-6-
J-S33032-20
appellant wishes to raise on appeal. See Pa.R.A.P. 1925(b)(4)(ii) (requiring a
Rule 1925(b) statement to “concisely identify each ruling or error that the
appellant intends to challenge with sufficient detail to identify all pertinent
issues for the judge”). This Court explained in Riley v. Foley, 783 A.2d 807,
813 (Pa.Super. 2001), that Pa.R.A.P. 1925 is a crucial component of the
appellate process because it allows the trial court to identify and focus on
those issues the parties plan to raise on appeal. We further determined that
“a Concise Statement which is too vague to allow the court to identify the
issues raised on appeal is the functional equivalent to no Concise Statement
at all.” Commonwealth v. Dowling, 778 A.2d 683, 686-87 (Pa.Super.
2001). “Even if the trial court correctly guesses the issues Appellant[ ] raise[s]
on appeal and writes an opinion pursuant to that supposition the issues are
still waived.” Kanter v. Epstein, 866 A.2d 394, 400 (Pa.Super. 2004)
(citation omitted, appeal denied, 584 Pa. 678, 880 A.2d 1239 (2005), cert.
denied, Spector, Gadon & Rosen, P.C. v. Kanter, 546 U.S. 1092, 126 S. Ct.
1048, 163 L. Ed. 2d 858 (2006).
We also have stated that:
When a court has to guess what issues an appellant is
appealing, that is not enough for meaningful review. When an
appellant fails adequately to identify in a concise manner the
issues sought to be pursued on appeal, the trial court is impeded
in its preparation of a legal analysis which is pertinent to those
issues.
In other words, a Concise Statement which is too vague to
allow the court to identify the issues raised on appeal is the
functional equivalent of no Concise Statement at all.
-7-
J-S33032-20
While [Commonwealth v. Lord, 553 Pa. 415, 719 A.2d
306 (1998)] and its progeny have generally involved situations
where an appellant completely fails to mention an issue in his
Concise Statement, for the reasons set forth above we conclude
that Lord should also apply to Concise Statements which are so
vague as to prevent the court from identifying the issue to be
raised on appeal....
Lineberger v. Wyeth, 894 A.2d 141, 148 (Pa.Super. 2006) (quoting
Commonwealth v. Dowling, 778 A.2d 683, 686-87 (Pa.Super. 2001)).
This Court similarly has found waiver applicable to voluminous concise
statements. As indicated in Tucker v. R.M. Tours, 939 A.2d 343, 346
(Pa.Super. 2007):
Our law makes it clear that Pa.R.A.P. 1925(b) is not satisfied
by simply filing any statement. Rather, the statement must be
“concise” and coherent as to permit the trial court to understand
the specific issues being raised on appeal.
Specifically, this Court has held that when appellants raise
an “outrageous” number of issues in their 1925(b) statement, the
appellants have “deliberately circumvented the meaning and
purpose of Rule 1925(b) and ha[ve] thereby effectively precluded
appellate review of the issues [they] now seek to raise.” Kanter,
866 A.2d at 401. We have further noted that such “voluminous”
statements do not identify the issues that appellants actually
intend to raise on appeal because the briefing limitations
contained in Pa.R.A.P. 2116(a) makes the raising of so many
issues impossible. Id. “Further, this type of extravagant 1925(b)
statement makes it all but impossible for the trial court to provide
a comprehensive analysis of the issues.” Jones v. Jones, 878
A.2d 86, 90 (Pa.Super. 2005).
Moreover, we cannot accord special relief to an appellant merely
because of his or her pro se status. As stated in Commonwealth v. Rivera,
685 A.2d 1011 (Pa.Super. 1996):
While this court is willing to liberally construe materials filed by a
pro se litigant, we note that appellant is not entitled to any
-8-
J-S33032-20
particular advantage because he lacks legal training. As our
supreme court has explained, any layperson choosing to represent
himself in a legal proceeding must, to some reasonable extent,
assume the risk that his lack of expertise and legal training will
prove his undoing.
Id. at 1013, quoting O'Neill v. Checker Motors Corp., 567 A.2d 680, 682
(Pa.Super. 1989).
In the matter sub judice, the trial court authored its Rule 1925(a)
Opinion by combining issues Appellant had raised with what it deemed to be
common themes and ultimately found no merit to each grouping. While the
court was diligent in guessing and attempting to address the merits of
Appellant’s claims, when issues on appeal are so voluminous and vague that
the court must guess at what they are, there can be no meaningful appellate
review and the issues are waived. See Dowling, 778 A.2d at 686; see also
Commonwealth v. Heggins, 809 A.2d 908, 912 (Pa.Super. 2002) (finding
even if the trial court correctly guesses the issues an appellant raises on
appeal and writes an opinion pursuant to that supposition, the issue is still
waived).
In light of all the foregoing, we find Appellant’s issue presented in his
appellate brief to be waived.2
Judgment Affirmed.
____________________________________________
2 We note that even if not waived, Appellant’s claim would not entitle him to
relief. Following our review of the record, we would agree with the trial court’s
conclusion that no contract existed between the parties; thus, specific
performance of contractual terms is not possible.
-9-
J-S33032-20
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 8/7/20
- 10 -