C.W.E.R.S.F. Golf v. Linde, E. ( 2021 )

J-A17019-21
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
C.W.E.R.S.F., GOLF HILL FARMS, : IN THE SUPERIOR COURT OF
SCOTT F. LINDE, INDIVIDUALLY AND : PENNSYLVANIA
AS PARTNER OF C.W.E.R.S.F. AND :
GOLF HILL FARMS, AND BARBARA J. :
LINDE, INDIVIDUALLY AND AS :
PARTNER OF C.W.E.R.S.F. AND GOLF :
HILL FARMS :
:
v. :
:
ERIC R. LINDE, INDIVIDUALLY AND :
AS PARTNER OF C.W.E.R.S.F. AND :
GOLF HILL FARMS :
:
:
APPEAL OF: C.W.E.R.S.F., GOLF HILL :
FARMS, SCOTT F. LINDE, AND :
BARBARA J. LINDE : No. 1371 EDA 2020
Appeal from the Order Entered June 19, 2020
In the Court of Common Pleas of Wayne County
Civil Division at No(s): No. 2017-00363
BEFORE: McLAUGHLIN, J., KING, J., and PELLEGRINI, J.*
MEMORANDUM BY KING, J.: FILED OCTOBER 20, 2021
Appellants, C.W.E.R.S.F., Golf Hill Farms, Scott F. Linde, and Barbara J.
Linde, appeal from the order entered in the Wayne County Court of Common
Pleas, which denied their petition for special and preliminary injunctive relief.
We affirm.
The relevant facts and procedural history of this appeal are as follows.
On June 9, 2014, Appellant Scott F. Linde, and Appellee Eric R. Linde
____________________________________________
* Retired Senior Judge assigned to the Superior Court.
J-A17019-21
(brothers), entered into a settlement agreement resolving a 1999 shareholder
derivative action filed by Appellee against Appellants Scott and Barbara Linde
(Scott and Eric’s sister).1 The settlement agreement, in relevant part, stated
that Scott Linde will convey his partnership interest in C.W.E.R.S.F. and Golf
Hill Farms to Appellee.2 Barbara Linde was not a party to this settlement
agreement. Appellee, however, voluntarily dismissed his claims with
prejudice against both Scott and Barbera Linde after the settlement
agreement was reached. In response, Barbara Linde elected to dismiss her
counterclaims against Appellee.
On March 24, 2016, Appellee filed a new suit against Scott Linde seeking
specific performance of the settlement agreement (“Specific Performance
Action”).3 During the non-jury trial held in the Specific Performance Action,
Scott Linde raised the defense that Appellee did not obtain Barbara Linde’s
consent for the transfer of Scott Linde’s interest in C.W.E.R.S.F. and Golf Hill
Farms. Scott Linde argued that the partnership agreements of both
C.W.E.R.S.F. and Golf Hill Farms prohibited the transfer of any partner’s
interests in the partnership without the written consent of the other partners.
Thus, any transfer of interests between Scott Linde and Appellee in the
____________________________________________
1 The Court of Common Pleas docketed this matter at No. 27-Equity-1999.
2 C.W.E.R.S.F. and Golf Hill Farms are business entities owned in partnership
by the Linde siblings.
3 The Court of Common Pleas docketed this matter at No. 167-Civil-2016.
-2-
J-A17019-21
settlement agreement would be void pursuant to the terms of the partnership
agreements absent written consent from Barbara Linde.
On July 19, 2017, the trial court found in favor of Appellee. The court
specifically found that “Scott, not Eric, if anyone, was obligated to notify
Barbara of the partnership transfers contemplated by the Settlement and
failed to do so.” (Trial Court Opinion at No. 167-Civil-2016, filed April 2, 2018,
at 8). Consequently, the court ordered Scott Linde and Appellee to complete
all the transactions set forth in the settlement agreement. Scott Linde
appealed the trial court’s decision, prompting the court to require all
settlement documents to be held in escrow pending appeal.
While the appeal in the Specific Performance Action was pending,
Appellants commenced the current action with the filing of a complaint on
August 4, 2017. In their complaint, Appellants claimed that Appellee had
engaged in land-altering activities on the properties owned by C.W.E.R.S.F.
and Golf Hill Farms without the knowledge, consent and/or approval of
Appellants. Pursuant to a stipulation by the parties, the court stayed this
action pending appeal of the Specific Performance Action.
On May 21, 2019, this Court affirmed the trial court’s decision in the
Specific Performance Action. In so doing, this Court specifically acknowledged
the trial court’s finding that it was Scott Linde’s responsibility to inform
Barbara Linde of the partnership transfers. Our Supreme Court denied
allowance of appeal on February 10, 2020. See Linde v. Linde, 210 A.3d
-3-
J-A17019-21
1083 (Pa.Super. 2019), appeal denied, ___ Pa. ___, 224 A.3d 1091 (2020).
On February 20, 2020, Appellee filed a motion to terminate escrow and
release settlement documents in the Specific Performance Action. That same
day, Appellants filed a petition for special and preliminary injunctive relief in
the current action seeking to prohibit the transfer of Scott Linde’s interests in
C.W.E.R.S.F. and Golf Hill Farms. On June 15, 2020, the court heard
argument on both motions. Pursuant to Appellants’ request, the court heard
argument on the petition for injunctive relief first. At that time, counsel
argued:
[T]he imminent thing that was happening at the time that I
filed this petition was that Eric Linde indicated that he was
going to present a motion to the court to release the
documents from escrow for Scott Linde’s transfer of his
interest in C.W.E.R.S.F. and Golf Hill Farms even though the
partnership agreement essentially says that transfer is void.
(N.T. Oral Argument, 6/15/20, at 25).
Following this argument, the court held the matter under advisement.
That same day, the court granted Appellee’s motion to terminate escrow.
Given that the documents transferring Appellee’s interests in C.W.E.R.S.F. and
Golf Hill Farms were released from escrow, on June 18, 2020, the court denied
Appellants’ petition for injunctive relief as moot.
On July 17, 2020, Appellants timely filed a notice of appeal. On July 24,
2020, the court ordered Appellants to file a Pa.R.A.P. 1925(b) concise
statement of errors. Appellants timely complied on August 13, 2020.
Appellants raise one issue for our review:
-4-
J-A17019-21
Did the [trial] court abuse its discretion in granting one
partner’s motion to release partnership transfer documents
from escrow, and in failing to grant the other two partners’
petition to enjoin the transfers of certain partnership
interests to the other partner, when any transfers of these
partnership interests to the other partner are void under the
terms of the written partnership agreements for these
partnerships?
(Appellants’ Brief at 5).
On appeal, Appellants claim that the court knew that their petition for
injunctive relief concerned the validity of the transfer of Scott Linde’s
partnership interests. Despite this knowledge, Appellants complain that the
court “decided Eric’s Motion on the merits first, thus making Scott and
Barbara’s petition moot.” (Id. at 24). Appellants argue that the court
should instead have addressed Scott and Barbara’s petition
on its merits; only if the … court found that injunctive relief
was not warranted should it have then denied Scott and
[Barbara]’s petition and considered Eric’s motion for release
of the partnership transfer documents from escrow.
(Id.) Appellants insist that Barbara Linde, C.W.E.R.S.F. and Golf Hill Farms
were not a party to the Specific Performance Action, and their argument
regarding the validity of the transfers contemplated in the settlement
agreement was never fully addressed.
Appellants further argue that even if the court acted properly in deciding
Appellee’s motion first, it “should still have made a decision on Scott and
Barbara’s petition for injunctive relief on the merits under an exception to the
mootness doctrine.” (Id. at 28). Specifically, Appellants cite the exception
to the mootness doctrine that allows a court to rule on a moot issue where a
-5-
J-A17019-21
party will suffer some detriment without the court’s decision. Appellants
conclude that the court erred by failing to consider their petition for injunctive
relief on the merits, and this Court must grant appropriate relief. We disagree.
Our standard and scope of review in this case are as follows:
…[I]n general, appellate courts review a trial court order
refusing or granting a preliminary injunction for an abuse of
discretion. We have explained that this standard of review
is to be applied within the realm of preliminary injunctions
as follows:
[W]e recognize that on an appeal from the grant or denial
of a preliminary injunction, we do not inquire into the merits
of the controversy, but only examine the record to
determine if there were any apparently reasonable grounds
for the action of the court below. Only if it is plain that no
grounds exist to support the decree or that the rule of law
relied upon was palpably erroneous or misapplied will we
interfere with the decision of the [trial court]…. Thus, in
general, appellate inquiry is limited to a determination of
whether an examination of the record reveals that any
apparently reasonable grounds support the trial court’s
disposition of the preliminary injunction request.
Summit Towne Ctr., Inc. v. Shoe Show of Rocky Mount, Inc., 573 Pa.
637, 645-46, 828 A.2d 995, 1000 (2003) (internal citations omitted). “An
appellate court is to conduct a searching inquiry of the record. Accordingly[,]
the scope of review in preliminary injunction matters is plenary.” Warehime
v. Warehime, 580 Pa. 201, 209 n.7, 860 A.2d 41, 46 n.7 (2004).
“The mootness doctrine requires that there is an actual case or
controversy at all stages of review.” Pilchesky v. Lackawanna Cnty., 624
Pa. 633, 650, 88 A.3d 954, 964 (2014).
An issue before a court is moot if in ruling upon the issue
-6-
J-A17019-21
the court cannot enter an order that has any legal force or
effect. Appellate courts in this Commonwealth have
recognized three exceptions, permitting decision on an issue
despite its mootness: 1) the case involves a question of
great public importance, 2) the question presented is
capable of repetition and apt to elude appellate review, or
3) a party to the controversy will suffer some detriment due
to the decision of the trial court…. [C]ase law discussing the
third exception to the mootness doctrine expressly requires
only that a party will suffer some detriment due to the trial
court’s decision, which can be collateral legal consequences
of the court order.
Selective Way Ins. Co. v. Hosp. Grp. Servs., Inc., 119 A.3d 1035, 1040-
42 (Pa.Super. 2015) (internal citations omitted).
In absence of proof of one of the exceptions, this Court is
not empowered to decide the merits of moot questions or
abstract propositions. [M]ootness, however it may have
come about, simply deprives us of our power to act; there
is nothing for us to remedy, even if we were disposed to do
so. We are not in the business of pronouncing that past
actions which have no demonstrable continuing effect were
right or wrong.
Mistich v. Com., Pa. Bd. of Prob. & Parole, 863 A.2d 116, 121 (Pa.Cmwlth.
2004) (internal citations omitted).4
As a preliminary matter, Appellants contend that the trial court erred by
ruling on Appellee’s motion to terminate escrow before their petition for
injunctive relief. Appellants do not cite to any relevant authority for the
proposition that the court was required to rule on motions from two separate
____________________________________________
4 “This Court is not bound by decisions of the Commonwealth Court.
However,
such decisions provide persuasive authority, and we may turn to our
colleagues on the Commonwealth Court for guidance when appropriate.”
Petow v. Warehime, 996 A.2d 1083, 1089 n.1 (Pa.Super. 2010), appeal
denied, 608 Pa. 648, 12 A.3d 371 (2010).
-7-
J-A17019-21
actions in any particular order. (See Appellants’ Brief at 23-24). Accordingly,
this argument is waived. See In re Estate of Whitley, 50 A.3d 203, 209
(Pa.Super. 2012), appeal denied, 620 Pa. 724, 69 A.3d 603 (2013)
(reiterating: “This Court will not consider the merits of an argument which
fails to cite relevant case or statutory authority”).
Regarding Appellants’ argument that the court erred by denying their
petition for injunctive relief as moot, we note that Appellants filed the petition
on the same day that Appellee filed the motion to terminate escrow. Further,
counsel for Appellants clearly stated on the record during argument that the
impetus for filing the petition for injunctive relief was to prevent the release
of the partnership transfer documents from escrow. After the court granted
Appellee’s motion to terminate escrow, those documents were released from
escrow. At that point, the action that Appellants were petitioning the court to
enjoin—namely, the release of the documents from escrow—had already
occurred. Thus, the requested relief was no longer feasible. Any order the
court entered ruling on the issue would have had no legal force or effect
because the documents were no longer in escrow. See Selective Way Ins.
Co., supra. Thus, the court denied the petition as moot. The record supports
the court’s analysis concerning mootness. See Summit Towne Ctr., Inc.,
supra.Further, with respect to Appellants’ asserted exception to the mootness
doctrine, it is unclear what detriment Appellants are claiming they will suffer
because of the court’s failure to decide their petition on the merits. To the
-8-
J-A17019-21
extent Appellants are claiming that the validity of the settlement agreement
transfers had never been considered by any court, the record belies that
assertion. We emphasize that Appellants had the opportunity to raise the
issue of Barbara Linde’s consent to the settlement transfers during the Specific
Performance Action, and they did so. This Court affirmed the trial court’s
finding that Scott Linde, if anyone, was obligated to notify Barbara Linde of
the settlement transfers. See Linde, supra. Because the issue raised in
Appellants’ petition for injunctive relief had already been decided, Appellants
suffer no detriment from the court’s dismissal of their petition as moot.
Accordingly, we affirm the trial court’s order.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 10/20/2021
-9-