Rinkhoff, B. v. Bononi, E.

J-S09007-19
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
BRYCE RINKHOFF, INDIVIDUALLY : IN THE SUPERIOR COURT OF
AND AS A MEMBER OF RINKHOFF : PENNSYLVANIA
AGRICULTURAL ENTERPRISES, LLC :
:
Appellant :
:
:
v. :
: No. 132 WDA 2018
:
ERIC ELIA BONONI, ESQUIRE, :
INDIVIDUALLY AND AS MANAGER OF :
RINKHOFF AGRICULTURAL :
ENTERPRISES, LLC, CLINT :
RINKHOFF, INDIVIDUALLY AND AS :
MANAGER OF RINKHOFF :
AGRICULTURAL ENTERPRISES, LLC, :
BARRY RINKHOFF, INDIVIDUALLY :
AND AS MANAGER OF RINKHOFF :
AGRICULTURAL ENTERPRISES, LLC :
AND GRANT RINKHOFF, :
INDIVIDUALLY AND AS MANAGER OF
RINKHOFF AGRICULTURAL
ENTERPRISES, LLC
Appeal from the Order Dated December 14, 2017
In the Court of Common Pleas of Greene County
Civil Division at No(s): 888 A.D. of 2017
BEFORE: PANELLA, P.J., LAZARUS, J., and STRASSBURGER, J.*
MEMORANDUM BY PANELLA, P.J.: FILED NOVEMBER 08, 2019
Appellant Bryce Rinkhoff, individually and as a member of Rinkhoff
Agricultural Enterprises, LLC, appeals from the December 14, 2017 order
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* Retired Senior Judge assigned to the Superior Court.
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entered in the Greene County Court of Common Pleas.1 After careful review,
we affirm.
This appeal involves a dispute between four brothers who are members
and managers of Rinkhoff Agricultural Enterprises, LLC (“RAE”). RAE is a
Pennsylvania limited liability corporation that owns and leases land for oil and
gas development. Due to disagreements regarding an oil and gas lease, the
brothers revised the operating agreement of the LLC to require a majority vote
of the members to conduct all business. They also agreed to hire Eric Bononi,
Esquire as the external manager for a period of one-year.
Sometime after the expiration of Bononi’s term, Appellant discovered
that Bononi continued to act as the external manager even though there was
no formal vote to reappoint him. Appellant tried to address the issue with his
brothers, Clint Rinkhoff and Grant Rinkhoff, but to no avail. Moreover, Bononi
refused to relinquish his authority as external manager without a court order
directing him to do so. Appellant then filed a petition for a preliminary
injunction.
In his petition, Appellant sought a preliminary injunction to enjoin
Bononi from conducting business on behalf of RAE. Appellant also sought to
restrain Clint and Grant from acting unilaterally without his consent on
business matters. The trial court granted Appellant’s preliminary injunction
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1 An appeal may be taken as of right from “[a]n order that grants . . . an
injunction[.]” Pa.R.A.P. 341(a)(4).
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without a hearing and enjoined Bononi, Clint, and Grant from taking further
action on behalf of RAE. Thereafter, the trial court held a hearing on the
matter.
At the hearing, the trial court addressed the merits of the underlying
dispute without taking sworn testimony from witnesses. Counsel for Appellant
explained that a company approached RAE to modify a pre-existing pipeline
agreement. Under the terms of the proposed modification, the company would
pay RAE $2,000,000 for the necessary right-of-way to construct, operate, and
maintain a pipeline for the transportation of natural gas. However, because of
Bononi’s involvement in the matter, Appellant refused to assent to the
proposed modification. As a result, Appellant alleged that Clint and Grant
devised a vote on the modification, whereby Bononi would act as the
tiebreaker, in violation of the operating agreement. For that reason, Counsel
for Appellant requested that the trial court remove Bononi from acting on
behalf of RAE.
In response to Appellant’s arguments, the trial court convened an off-
the-record meeting in chambers with the four brothers to resolve the
underlying dispute. The parties emerged without having reached an
agreement on Bononi’s role with RAE or the proposed pipeline right-of-way.
The trial court then issued an order prohibiting Bononi from executing
contracts on behalf of RAE. However, the order allowed Bononi to remain as
external manager for the limited purpose of maintaining accounts receivable
and accounts payable. The trial court also ordered that each brother receive
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$100,000 from the LLC, which each brother could then invest as he might see
fit. This timely appeal followed.
In this direct appeal, Appellant raises six issues for our review. However,
we must note that Appellant’s arguments are indecipherable, undeveloped,
and repetitive. From what we can interpret, Appellant appears to challenge
the procedural defects at the injunction hearing, and the equitable relief
granted by the trial court. Therefore, we review these issues insofar as we can
discern Appellant’s arguments.
Appellant’s first claim seemingly challenges the trial court’s issuance of
a permanent injunction. In particular, Appellant argues the trial court erred in
granting a permanent injunction without first holding a hearing.2
Injunctive relief is an equitable remedy available only in actions brought
in equity. See Barcia v. Fenlon, 37 A.3d 1, 5-6 (Pa. Cmwlth. 2012).3 A court
may grant equitable relief in the form of a preliminary injunction or a
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2 We note that, arguably, the trial court order Appellant is appealing in large
part granted relief that Appellant requested. Under the Rules of Appellate
Procedure, any party who is “aggrieved by an appealable order” may file an
appeal. Pa.R.A.P., Rule 501. Only aggrieved parties have standing to appeal
a court order. See In re J.G., 984 A.2d 541, 546 (Pa. Super. 2009). “A
prevailing party is not ‘aggrieved’ and therefore, does not have standing to
appeal an order that has been entered in his or her favor.” Id. (citations and
quotation marks omitted). Even if the prevailing party disagrees with the
factual findings or legal reasoning supporting the order, he does not have
standing to appeal from it. See id. As a result, it is at best unclear whether
Appellant has standing to raise the issue as we have construed it.
3 Although decisions of the Commonwealth Court are not binding on the
Superior Court, they may serve as persuasive authority. See Maryland Cas.
Co. v. Odyssey, 894 A.2d 750, 756 n.2 (Pa. Super 2006).
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permanent injunction. See id. The purpose of a preliminary injunction is to
preserve the status quo until the court can hear the merits of the case, as
distinguished from a permanent injunction, which is issued to provide
permanent redress. See Lindeman v. Borough of Meyersdale, 131 A.3d
145, 151 (Pa. Cmwlth. 2015); see also 15 Standard Pennsylvania Practice 2d
§ 83:10. Accordingly, these different forms of injunctive relief are governed
by separate standards.
Generally, a court may issue a preliminary injunction only after
providing the parties with written notice and a hearing. See Pa.R.C.P.
1531(a). However, if the moving party shows that immediate and irreparable
harm will result without injunctive relief, a court may grant a preliminary
injunction in the absence of a hearing. See Com. ex rel. Costa v. Boley, 272
A.2d 905, 908 (Pa. 1971). After issuing a preliminary injunction, a court may
dissolve, continue, or modify the injunction. See Pa.R.C.P. 1531(e).
In order to establish a claim for a permanent injunction, the moving
party must establish a clear right to relief. See Buffalo Tp. v. Jones, 813
A.2d 659, 663 (Pa. 2002). However, unlike a preliminary injunction, the
moving party need not establish either irreparable harm or the need for
immediate relief. See id. Instead, a court may issue permanent injunctive
relief if such relief is necessary to prevent a legal wrong for which there is no
adequate remedy at law. See Soja v. Factoryville Sportsmen’s Club, 522
A.2d 1129, 1131 (Pa. Super. 1987).
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In reviewing an injunction, an appellate court must examine the nature
of the relief granted in order to determine whether it was a preliminary or
permanent injunction. See id., at 1132. The label attached by the court to the
proceedings or the relief granted is not controlling in determining whether the
proceedings were for a preliminary injunction or a permanent injunction. See
Naus & Newlyn, Inc. v. Mason, 441 A.2d 422, 424 (Pa. Super. 1982).
As stated above, the trial court issued a preliminary injunction solely
based on Appellant’s assertion that he would sustain irreparable harm absent
injunctive relief. See e.g., Appellant’s Petition for Emergency Injunction; see
also Lindeman, 131 A.3d at 151. Following the grant of a preliminary
injunction enjoining the named parties, a hearing was scheduled on whether
the preliminary injunction would be dissolved, continued, or modified. As
noted, no testimony was offered or taken at the hearing.
However, the trial court’s resulting order, for instance, allowed Bononi
to continue as the external manager, albeit in a limited capacity. See N.T.,
Hearing, 12/14/17, at 57; see also Trial Court Order, 12/14/17. Although the
trial court did not specify the relief it was granting, it is clear from our review
that the trial court issued a permanent injunction. See N.T., Hearing,
12/14/17, at 57; see also Soja, 522 A.2d at 1131. As such, we review the
trial court’s decision for an error of law. See Buffalo Tp., 813 A.2d at 664.
Initially, we conclude that in any event Appellant waived his first issue
on appeal. Appellant argues here that the trial court issued a permanent
injunction without holding an evidentiary hearing on the underlying matter.
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See Appellant’s brief, at 24. However, upon review of the certified record,
Appellant failed to raise this issue at the hearing. Therefore, the issue is
waived as it cannot be raised for the first time on appeal. See Pa.R.A.P.
302(a). Even if Appellant had preserved this issue, the certified record shows
that the trial court issued a permanent injunction after providing the parties
with the opportunity for a hearing on the merits.
In Appellant’s next issue, he argues the trial court failed to provide him
with timely notice of the hearing. Under the Pennsylvania Rules of Civil
Procedure, a court must provide written notice of an order scheduling a
hearing to each party’s attorney of record. See Pa.R.C.P. 236(a)(2). The
notice must also include a copy of the order or judgment. See id.
Although Appellant contends he had no timely notice of the hearing, our
review of the certified record reveals this claim is frivolous. The trial court
order, dated December 12, 2017, indicates Appellant received a copy of the
order and notice of the injunction hearing on December 13, 2017. See Trial
Court Order, 12/12/17. Even before the trial court disseminated its order,
Appellant’s attorney notified the opposing parties that a hearing would be held
on December 14, 2017. See Appellant’s Notice of Presentation, 12/11/17.
Therefore, the record shows Appellant had notice of the hearing.
We address Appellant’s third, fourth, and fifth issues
contemporaneously, as they concern an alleged procedural defect in the
proceeding. Appellant argues the trial court erred in not taking sworn
testimony from witnesses at the hearing.
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Like his first issue, we conclude Appellant waived his third, fourth, and
fifth issues on appeal. From our review of the certified record, the trial court
conducted the hearing in an informal manner. Instead of taking evidence at
the hearing, the trial court permitted each counsel to argue their positions in
the case. However, at no time did Appellant request to produce witnesses or
object to the manner in which the trial court conducted the hearing. See
Pa.R.A.P. 302(a). Further, Appellant does not even suggest in his brief what
testimony he would have elicited from potential witnesses at the hearing.
Therefore, Appellant waived these issues on appeal.
Finally, Appellant challenges the trial court’s authority to distribute
assets of the LLC. He argues the trial court was without jurisdiction to order
the distribution of $100,000 to each member of the LLC.
Courts sitting in equity have broad powers to grant relief that will result
in an equitable resolution of a dispute. See Gutteridge v. J3 Energy Group,
Inc., 165 A.3d 908, 916 (Pa. Super. 2017). Accordingly, “a trial court must
formulate an equitable remedy that is consistent with the relief requested. . .
.” Id.At the hearing, after granting Appellant partial relief in enjoining Bononi
from entering into any new contracts, the trial court ordered the distribution
of $100,000 to each member of the LLC. In doing so, the trial court explained
that “[its] intent with the distribution [was] to help [the parties] begin to feel
the effects of the Court[‘]s orders. . . .” N.T., Hearing, 12/14/17, at 66.
Although the certified record shows Appellant did not request that the court
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distribute the LLC’s assets, he, however, did seek the trial court’s help in
resolving the underlying dispute. In fact, Appellant stated on the record that
he sought an injunction from the court to force his brothers to settle the issues
affecting the LLC. See N.T., Hearing, 12/14/17, at 78. However, due to the
nature of the disagreement among the brothers, the trial court acknowledged
“an injunction . . . [was not] going to resolve the underlying issues.” Id., at
75. That is why the trial court ordered the distribution of RAE’s assets.
Therefore, it was within the trial court’s authority to fashion an equitable
remedy that was consistent with Appellant’s requested relief.
Order affirmed.
Judge Lazarus joins the memorandum.
Judge Strassburger files a dissenting memorandum.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 11/8/2019
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