Santucci, S. v. Santucci, D.

J-A16039-15
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
SAMUEL V. SANTUCCI AND IN THE SUPERIOR COURT OF
VINCENT SANTUCCI, JR. PENNSYLVANIA
v.
DAVID SANTUCCI, VINCENT J.
SANTUCCI, SR., AND ELITE MUSHROOM
COMPANY
APPEAL OF: DAVID SANTUCCI
No. 3123 EDA 2014
Appeal from the Judgment Entered October 14, 2014
In the Court of Common Pleas of Chester County
Civil Division at No(s): 2011-02923
BEFORE: LAZARUS, J., OLSON, J., and PLATT, J.*
MEMORANDUM BY LAZARUS, J.: FILED AUGUST 12, 2015
David Santucci appeals from the judgment entered in the Court of
Common Pleas of Chester County in favor of Vincent Santucci, Jr. and
Samuel Santucci, directing the recorder of deeds to accept for filing the
December 8, 2009 deed transferring to them Vincent Santucci, Sr.’s one-
third interest in a parcel of land. After our review, we affirm the judgment
____________________________________________
*
Retired Senior Judge assigned to the Superior Court.
J-A16039-15
and rely, in part, on the decision authored by the Honorable Howard F. Riley,
Jr.1
Vincent, Jr. and Samuel commenced this action by filing a complaint on
March 18, 2011, seeking to quiet title and to eject Santucci, Sr. and David
from the property. The court held a non-jury trial on August 29-30, 2012,
and on June 16, 2014, Judge Riley issued a decision and order declaring that
Vincent, Jr. and Samuel were the sole owners of the property.
The trial court set forth the facts of this case as follows:
1. Vincent J. Santucci, Sr. (hereinafter “Santucci, Sr.”) is
an adult individual who resides in West Grove, Chester
County, Pennsylvania and is the father of Vincent J.
Santucci, Jr. and David Santucci.
2. Vincent J. Santucci, Jr. (hereinafter “Vincent, Jr.”) . . .
is the son of Santucci, Sr.
3. David Santucci (hereinafter “David”) . . . is the son of
Santucci, Sr.
4. Samuel V. Santucci (hereinafter “Samuel”) . . . is the
son of Vincent, Jr. and the grandson of Santucci, Sr.
5. Elite Mushroom, Co., Inc. (hereinafter “Elite” or “the
Company”) is a business corporation, authorized and
existing pursuant to the laws of Pennsylvania.
6. Elite was for many years prior to 2009 in the business
of growing and selling mushrooms.
____________________________________________
1
The decision and order by the Honorable Howard F. Riley Jr., was adopted
as the Opinion of the Honorable Jacqueline C. Cody for purposes of this
appeal.
-2-
J-A16039-15
7. Santucci, Sr. owned the controlling interest in Elite.
Vincent, Jr. and David each owned a small minority
interest in Elite.
8. On or about May 7, 2010, Vincent, Jr. and David
transferred their shares of the Company to Santucci, Sr.
and resigned their positions as officers and directors. At
that time, Santucci, Sr. became the sole shareholder of the
Company.
9. Elite operated from two locations, an 8.8 acre location
in Avondale, Pennsylvania consisting of three contiguous
parcels in New Garden Township, Chester County,
Pennsylvania numbered 60-3-3, 60-3-17 and 60-3-18
(hereinafter “Avondale” or “Avondale Property”), and a 40
acre location in West Grove (hereinafter “West Grove”).
10. Avondale was owned by Santucci, Sr. prior to March
19, 2009.
11. West Grove was owned by the Company until its sale
in 2009 or 2010.
12. Both Vincent, Jr. and his brother, David, were
employed in their family’s mushroom business and worked
with their father for more than twenty-five years until July
2008.
13. In July of 2008 David had a falling out with his
father, Santucci, Sr., and was fired by him. (N.T. at 162)
14. After the departure of David, Vincent, Jr. and
[Samuel] continued to work in the business.
15. On several occasions after the departure of David,
Santucci, Sr. told Vincent, Jr. and [Samuel] that the
Company would be theirs. (N.T. at 25)
16. On or about March 19, 2009, Santucci, Sr. executed
a deed (hereinafter referred to as “March 19th deed”) to
the Avondale premises conveying Avondale to Vincent, Jr.
and Samuel.
17. On or about June 8, 2009, Vincent, Jr. and [Samuel]
executed a deed (hereinafter referred to as “June 8 th
deed”) conveying a one-third interest in Avondale back to
Santucci, Sr.
-3-
J-A16039-15
18. On or about December 8, 2009, Santucci, Sr.
executed a deed (hereinafter referred to as “December 8th
deed”) conveying his one-third interest in Avondale back to
Vincent, Jr. and [Samuel].
19. On or about December 13, 2010, Santucci, Sr.
executed a deed (hereinafter referred to as December 10,
2010 deed”) attempting to convey a one-third interest in
Avondale to David.
20. J. Calvin Williams, Jr. Esquire (hereinafter
“Williams”) is an attorney who at all times relevant hereto
was a member of the Pennsylvania and Delaware Bars.
21. On or about February 12, 2009, Santucci, Sr. met
with his attorney, Williams, and told him that he wanted to
transfer the Avondale Property to Santucci, Jr. and
Samuel.
22. The March 19th Deed was prepared by Williams.
23. On March 19, 2009, Santucci, Sr. met with Williams
and executed the March 19th Deed.
24. Williams notarized Santucci, Sr.’s signature on the
deed and had the deed recorded. (N.T. at 100).
25. There was nothing in Williams’ notes indicating that
Santucci, Sr. asked Williams to record the March 19th deed.
(N.T. at 109).
26. During a meeting on May 26, 2009, Williams
received a letter from Santucci, Sr. in which he told
Williams that he had heard that Vincent, Jr. and Samuel
were trying to sell the family business. He said that he did
this [conveyance] to continue the family business which
had grown and sold mushrooms for almost one hundred
years.
27. Two days later, on May 28, 2009, Williams sent a
letter to Santucci, Sr. advising him of the “error in the
March 19th deed” and suggesting that it resulted from an
error while correcting the tax parcel numbers and that . . .
fixing the deed will avoid a gift tax issue.
28. Williams admitted that there was no correction of the
tax parcel numbers.
-4-
J-A16039-15
29. In response to the letter, Santucci, Sr., Vincent, Jr.
and Samuel met with Williams on June 8, 2009 and signed
the June 8, 2009 deed (hereinafter the “June 8th Deed”).
30. Williams produced all of his office notes in connection
with this case. They contain no notes for the meeting
where Vincent, Jr. and Samuel met with Williams and the
June 8th deed was executed.
31. Williams’ office notes do not contain any notes for
the meeting at which Santucci, Sr. signed the December
8th deed.
32. Williams did have the June 8th deed recorded in
substantially the same manner as the March 19th deed.
33. During the time of the transactions, May through
December 2009, Santucci, Sr.’s other children were
putting pressure on their mother, Santucci, Sr.’s wife,
regarding the deeding of the Avondale properties and
other assets of Santucci, Sr..
34. During the time of the transactions, Mrs. Santucci
was putting pressure on her husband regarding the
Avondale Property and whom it should go to.
35. At one point during the time of the transactions Mrs.
Santucci was hounding Santucci, Sr., regarding the distribution
of the properties.
36. Although Santucci, Sr.’s mental faculties deteriorated
somewhat in 2011 and 2012, he was coherent and knew
what he was doing in 2009.
37. There was no reason to question Santucci, Sr.’s
mental capacity when he signed the December 8th Deed.
38. At an October 14, 2009 meeting with Williams,
Santucci, Sr. told Williams he wanted his name taken off
the Avondale Deed.
39. At a November meeting with Williams, Santucci, Sr.
told Williams to change the deed to just Vincent, Jr. and
[Samuel]’s names.
40. After the December 8th Deed was signed, Williams
paper-clipped a piece of paper to it on which he wrote,
-5-
J-A16039-15
“12/8, To be recorded, Chester County, West Chester.”
“Need Realty Transfer Tx Statement of Value.”
41. Williams did not make any note about being asked to
hold up on recording the December 8th Deed.
42. After signing the December 8th Deed, Santucci, Sr.
left the original of the deed with Williams to be recorded.
43. During the second week of December, 2009
Santucci, Sr. gave a copy of the December 8th Deed to
Vincent, Jr. advising him that the tax issue had been
resolved and the Avondale Property had been turned back
to Vincent, Jr. and his son, [Samuel].
44. At a December 16 meeting with Williams, as far as
Santucci, Sr. was concerned the Avondale Property was in
Vincent, Jr. and [Samuel’s] names.
45. As far as Santucci, Sr. was concerned on December 16,
2009, he had given the Avondale property to Vincent, Jr., and
[Samuel].
46. The first mention of the December 8th Deed not
being recorded by either Williams or Santucci, Sr. was
generated by a telephone message from William H.
Mitman, Esquire to Williams on March 10, 2010. That is
when Williams wrote on a phone message from his
secretary, “. . . deed prepared BUT not recorded per
Santucci, Sr.’s request.”
47. Prior to December 27, 2010, Santucci, Sr. had no
discussions with Williams about deeding any portion of the
Avondale Property to David.
48. In 2010 at a date after February 23, and before the
May 10, 2010 settlement of the litigation, Santucci, Sr.
reviewed a civil complaint, verified on February 23, 2010,
filed by Vincent, Jr. and [Samuel] against Santucci, Sr. et
al.
49. In the right margin, beside paragraph 18(f) of the
aforesaid complaint alleging that Santucci, Sr. exercised control
of the corporation solely for the benefit of Santucci, Sr. and with
the intent of freezing out Vincent, Jr., Santucci, Sr. wrote, “Not
true. Gave him Avondale.”
-6-
J-A16039-15
50. The four deeds at issue were all executed for
nominal consideration. They were gifts among family
members involving no consideration beyond the nominal
fee.
Decision and Order, 6/16/14, at 1-9.
David filed a motion for post-trial relief on June 26, 2014, which Judge
Cody denied on October 8, 2014. Following the entry of judgment on
October 14, 2014, David filed a timely notice of appeal. In response to an
order from the trial court, David filed a statement of matters complained on
appeal pursuant to Pa.R.A.P. 1925(b). On November 15, 2014, Judge Cody
issued a one-paragraph opinion adopting Judge Riley’s decision and order.
On appeal, David raises the following issues for our review:
1. Did the trial court err in ruling as a matter of law that delivery
of an executed deed to one’s own attorney, with no subsequent
delivery to any third party, constitutes legal delivery sufficient to
convey title as a gift to a family member?
2. Did the trial court alternatively err in finding that Appellees
had proved as a matter of fact that the deed signed by Vincent J.
Santucci, Sr., had been delivered in a manner to effectuate a gift
of real estate?
3. Did the trial court err in failing to credit the testimony of
Calvin Williams, Esquire, and supporting historical and
documentary evidence that he was instructed not to record the
executed deed?
4. Did the trial court err in failing to adopt the uncontroverted
evidence at trial that the alleged grantor continued to exert
dominion and control over his share of the property throughout
the year 2010 and until December 2010, when the pertinent
interest in the property was conveyed by recorded deed to David
Santucci?
Appellant’s Brief, at 5.
-7-
J-A16039-15
The key issue in this case is whether the December 8 th deed conveyed
Santucci, Sr.’s one-third interest in the Avondale property, to Vincent, Jr.
and Samuel. If it did, then Santucci, Sr. had nothing to convey to David and
the December 13, 2010 deed is a nullity. The question surrounding the
December 8th deed is that it was never recorded and, David alleges, was
never delivered. The March 19th deed and the June 8th deed were recorded
and considered and treated by the parties as delivered. Trial Court Decision,
6/16/14 at 10.
In reviewing an action to quiet title, an appellate court’s review is
limited to determining whether the findings of fact are supported by
competent evidence, whether an error of law has been committed, and
whether there has been a manifest abuse of discretion. Regions
Mortgage, Inc. v. Muthler, 889 A.2d 39, 41 (Pa. 2005). “Ordinarily, an
appellate court will not reverse a determination of the trial court in a quiet
title action absent an error of law or capricious disregard of the evidence.”
Birdsboro Municipal Authority v. Reading Company and Wilmington
& Northern Railroad, 758 A.2d 222, 225 (Pa. Super. 2000).
The traditional rules of construction to determine [the] intention
[of the parties with respect to the transfer of an interest in real
property] involve the following principles. First, the nature and
quantity of the interest conveyed must be ascertained from the
deed itself and cannot be orally shown in the absence of fraud,
accident or mistake. We seek to ascertain not what the parties
may have intended by the language but what is the meaning of
the words they used. Effect must be given to all the language of
the instrument, and no part shall be rejected if it can be given a
meaning. If a doubt arises concerning the interpretation of the
-8-
J-A16039-15
instrument, it will be resolved against the party who prepared it.
To ascertain the intention of the parties, the language of a deed
should be interpreted in the light of the subject matter, the
apparent object or purpose of the parties and the conditions
existing when it was executed.
Consolidation Coal Company v. White, 875 A.2d 318, 326-27 (Pa. Super.
2005).
To have a valid gift inter vivos, two things must coincide: donative
intent on the part of the grantor when the deed was signed; and (2) delivery
of the deed to the grantee, either actual or constructive, which divested the
donor of all dominion over the property and invested such dominion with the
donee. Loutzenhiser v. Doddo, 260 A.2d 745, 747 (Pa. 1970).
We have reviewed the transcripts, parties’ briefs, and relevant law and
we find that Judge Riley’s decision thoroughly and correctly disposes of
David Santucci’s first issue on appeal:
The donative intent was established when on March 19, 2009,
Santucci, Sr. executed the March 19th deed giving the Avondale
Property to Vincent, Jr. and Samuel. It was shown when
Santucci, Sr., at the October 14, 2009 meeting, instructed
Williams that he wanted his name removed from the June 8 th
deed which had conveyed a one third interest back to him. N.T.
at 117.
A donative intent was also shown and confirmed in the words
and actions of Santucci, Sr. after December, 2009. It was
shown when he gave a photocopy of the December 8th Deed to
Vincent, Jr. and told him that the tax issue had been resolved
and the Avondale Property had been turned back to Vincent, Jr.
and his son, [Samuel]. It was confirmed at the December 16,
2009 meeting with Williams when he states that the Avondale
Property is in their names.
It was further confirmed when, after reviewing the complaint
dated February 23, 2010, in the right margin beside paragraph
-9-
J-A16039-15
18(f) of the aforesaid complaint, alleging that Santucci, Sr.
exercised control of the corporation solely for the benefit of
Santucci, Sr. and with the intent of freezing out Vincent, Jr.,
Santucci, Sr. wrote, ‘Not true. Gave him Avondale.”
Clearly, the evidence shows that when Santucci, Sr. executed
the December 8th Deed he intended and believed that he was
giving the Avondale Property to his son and grandson. It also
establishes that he believed that he had completed the gift
when, even after falling out with Vincent, Jr. and [Samuel], he
acknowledged their ownership at the December 16, 2009
meeting with Williams.
Trial Court Decision, 6/16/14 at 10-12.
Next, David Santucci asserts that the December 2009 deed did not re-
convey Santucci, Sr.’s one-third interest in the Avondale Property because it
was neither recorded nor delivered. Because of the asserted failure to
record the deed, David claims title to an undivided one-third interest as the
grantee on the December 13, 2010 deed from Santucci, Sr. to him.
Although this conveyance was not recorded, “the recording of a deed
is not essential to its validity or to the transition of the title.” Fiore v.
Fiore, 174 A.2d 858, 859 (Pa. 1961). The title to real estate may be passed
by delivery of a deed without undertaking a recording, since the recording is
essential only to protect by constructive notice any subsequent purchasers,
mortgagees and new judgment creditors. Matter of Pentrack’s Estate,
405 A.2d 879 (Pa. 1979); Malamed v. Sedelsky, 80 A.2d 853 (Pa. 1951).
Graham v. Lyons, 546 A.2d 1129 (Pa. Super. 1987).
Whether there has been a delivery of a deed is a question to be
determined from the evidence by the trial court. Mower v. Mower, 80 A.2d
856, 858 (Pa. 1951). To effect a delivery, it is not essential that the grantor
- 10 -
J-A16039-15
give the deed directly to the grantee. Delivery is effected if the grantor
relinquishes control and gives the deed to a third party either with specific
instructions to deliver it to the grantee or if the attendant facts and
circumstances indicate that the grantor intended that delivery be made by
the third party to the grantee. Pronzato v. Guerrina, 163 A.2d 297, 299-
300 (Pa. 1960); Chambley v. Rumbaugh, 5 A.2d at 171, 173 (Pa. 1939).
Here, the trial court concluded that Attorney Williams’ testimony that
Santucci, Sr. told him to hold the deed and not record it, was not credible.
Decision and Order, 6/16/14. Rather, the court found that after signing the
deed, Santucci, Sr. left it with Attorney Williams with the understanding and
expectation that by leaving it behind, it would be recorded and delivered.2
Id. Additionally, the December 8th deed was handled in exactly the same
manner as the March 19th and June 8th deeds, which were both recorded and
delivered after Santucci, Sr.’s meeting with Attorney Williams. Id.
“[I]n a bench trial, the trial judge ‘as factfinder, is free to believe all,
part or none of the evidence presented and therefore, assessments of
credibility and conflicts in evidence are for the trial court to resolve.’” Haan
v. Wells, 103 A.3d 60, 72 (Pa. Super. 2014) (citations omitted).
Accordingly, we find no abuse of discretion on the part of Judge Riley in
____________________________________________
2
Williams’ notes did not mention a request to hold the deed. Rather, there
was written evidence, in William’s own handwriting, attached to the deed,
which says, “to be recorded.” See Trial Court Decision, 6/16/14, at 14.
- 11 -
J-A16039-15
failing to credit the testimony of Attorney Williams with respect to directions
he received from Santucci, Sr.
Lastly, David Santucci argues that the trial court erred by failing to
consider evidence that his father, Santucci, Sr., remained on the Avondale
property and exercised dominion and control over it through 2010.
Appellant’s Brief, at 24. Specifically, David argues there was no testimony
or evidence to suggest that after the signing of the December 8, 2009 deed,
Santucci, Jr. and Samuel ever exerted dominion or control over the property
that was inconsistent with their pre-existing two-thirds ownership.3
David also notes that the parties stipulated that Elite Mushroom paid
school, county and other 2009 and 2010 taxes on the three parcels that
constitute the Avondale property. Furthermore, in March 2011, Santucci, Sr.
paid $6,840.91 for the 2010 school tax associated with one of the parcels.
Vincent, Jr. and Samuel do not disagree that Santucci remained
present on the property. In fact, they note that Santucci, Sr.’s act of
remaining on the property is what led them to seek the ejectment of
Santucci, Sr. and to seek rental damages from Santucci, Sr., David and Elite
Mushroom. Appellees’ Brief, at 13.
In light of the fact that the court determined that Santucci, Sr. had no
legal right to use the property after December 8, 2009, yet did not order him
____________________________________________
3
Santucci, Jr. and Samuel continued to collect rent and make repairs as
they had done while two-third owners. See Appellant’s Brief at 26.
- 12 -
J-A16039-15
to pay fair market value for use of the land, supports Appellees’ position that
the payment of taxes was not an exercise of absolute dominion and control
by Santucci, Sr,. but rather was a payment in lieu of rent that acknowledged
ownership by Vincent, Jr. and Samuel of the Avondale property.
Judgment affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 8/12/2015
- 13 -