Wirth, J. v. Seitz, J.

J-S57039-15
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
JERZY WIRTH IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellant
v.
JOHN R. SEITZ, III AND SEITZ
TECHNICAL PRODUCTS, INC., PC
Appellees No. 853 EDA 2015
Appeal from the Order entered March 3, 2015
In the Court of Common Pleas of Chester County
Civil Division at No: 14-10947
BEFORE: MUNDY, OTT, and STABILE, JJ.
MEMORANDUM BY STABILE, J.: FILED DECEMBER 21, 2015
Appellant/plaintiff Jerzy Wirth pro se appeals from an order of the
Court of Common Pleas of Chester County (“trial court”), which sustained
Appellees/defendants John R. Seitz, III and Seitz Technical Products, Inc.,
PC’s preliminary objections and dismissed with prejudice Appellant’s
complaint. Upon review, we reverse.
On November 6, 2014, Appellant, a Delaware resident, filed a
complaint against Appellees John R. Seitz, III, a Chester County
(Pennsylvania) resident, and Seitz Technical Products, Inc. PC, a Chester
County business, for breach of contract, seeking, among other things,
$251,837.70 in damages. Appellees were served with the complaint in
Chester County. On February 4, 2015, Appellees filed preliminary objections
under Pa.R.C.P. No. 1028(a)(1), asserting improper venue. In support of
J-S57039-15
their preliminary objections, Appellees argued only that, pursuant to an
agreement dated February 4, 2011 and titled “Amendment to the below
copies of Agreement of December 18, 2010” (2011 Agreement), “the laws of
Delaware shall govern this business dispute.”1 Appellees’ Preliminary
Objection, 2/4/15, at ¶¶ 14-16. In other words, Appellees relied on a choice
of law provision of the 2011 Agreement to argue that venue was improper in
Chester County. On March 3, 2015, the trial court sustained Appellees’
preliminary objections and dismissed with prejudice Appellant’s complaint.
Appellant appealed to this Court.
On appeal,2 Appellant argues only that the trial court erred in
sustaining Appellees’ preliminary objections. Specifically, Appellant argues
that, under the express language of the 2011 Agreement, he was not
prohibited from bringing the breach of contract action in Chester County,
Pennsylvania. We agree.
Because the issue sub judice is one of contract interpretation, we note
that our standard of review regarding contract interpretation is well-settled.
“Because contract interpretation is a question of law, this Court is not bound
by the trial court’s interpretation.” Ragnar Benson, Inc. v. Hempfield
Township Municipal Authority, 916 A.2d 1183, 1188 (Pa. Super. 2007)
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1
We observe that Appellees failed to challenge venue under either Pa.R.C.P.
No. 1006 or Pa.R.C.P. No. 2179.
2
Appellees failed to file a brief in the instant matter.
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(citing Stamerro v. Stamerro, 889 A.2d 1251, 1257 (Pa. Super. 2005)).
“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.” Id.Our Supreme Court has set forth the principles governing contract
interpretation as follows:
The fundamental rule in contract interpretation is to ascertain
the intent of the contracting parties. In cases of a written
contract, the intent of the parties is the writing itself. When the
terms of a contract are clear and unambiguous, the intent of the
parties is to be ascertained from the document itself. When,
however, an ambiguity exists, parol evidence is admissible to
explain or clarify or resolve the ambiguity, irrespective of
whether the ambiguity is patent, created by the language of the
instrument, or latent, created by extrinsic or collateral
circumstances. A contract is ambiguous if it is reasonably
susceptible of different constructions and capable of being
understood in more than one sense. While unambiguous
contracts are interpreted by the court as a matter of law,
ambiguous writings are interpreted by the finder of fact.
Ins. Adjustment Bureau, Inc., v. Allstate Ins. Co., 905 A.2d 462, 469
(Pa. 2006) (citations omitted).
Instantly, the provision of the 2011 Agreement, upon which Appellees
predicated their preliminary objections based on improper venue, provides in
part:
The undersigned do hereby authorize and empower any Justice
of the Peace of Delaware or elsewhere, without process, in the
event of default, to enter judgment, or any Clerk, Prothonotary,
or Attorney of any Court of Record in Delaware, or elsewhere,
without process, to appear for them and to confess judgment in
the Superior Court of the State of Delaware or any other Court of
Record in Delaware or elsewhere on the above obligation with
legal interest, together with the greater of: 1) all collection,
administrative and/or legal fees, or 2) twenty percent (20%) of
the amount of debt and interest as collection, administrative
and/or legal fees, without process against their heirs, personal
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representatives, executors, administrators or assigns, at the suit
of the holder of this Note, their successors or assigns, at any
time, with stay of execution until day of payment; and they do
waive the benefit of any and all exemption laws of the State of
Delaware or elsewhere. And the maker and endorser hereby
waives demand, protest and notice of non-payment hereof. All
to the benefit of [Airborn LLC] only. All Parties acknowledge the
severe terms of this Business Agreement, and freely enter into
this Agreement. All Parties agree that this Agreement is not
usurious, unlawful, predatory, or excessive, and agree that no
claims to such conditions will be used as a defense for
nonpayment or noncompliance of this Agreement, and that the
laws of Delaware shall govern this Business transaction.
2011 Agreement, 2/4/11 (emphasis added). Upon review of the 2011
Agreement, we conclude that the above-quoted provision does not bar
Appellant from initiating the instant breach of contract action in Chester
County. In fact, the 2011 Agreement is silent as to where venue properly
lies with respect to a breach of contract action.3 Although we agree with
Appellees’ argument that Delaware law governs disputes arising out of the
2011 Agreement, we must conclude that the choice of law provision has no
bearing on whether Chester County is a proper venue. Thus, based on our
determination that the 2011 Agreement does not bar Appellant from
bringing a breach of contract action in Chester County, the trial court erred
in concluding that venue here was improper to entertain Appellant’s breach
of contract action. Accordingly, we reverse the trial court’s order sustaining
Appellees’ preliminary objections based on improper venue and remand this
matter to the trial court for further proceedings.
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3
The 2011 Agreement addresses venue only in the context of confessions of
judgment and does not limit it to Delaware.
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Order reversed. Case remanded. Jurisdiction relinquished.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 12/21/2015
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