Pittsburgh Logistics Systems v. The Asset Store

J-S73015-18
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
PITTSBURGH LOGISTICS SYSTEMS, : IN THE SUPERIOR COURT OF
INC. : PENNSYLVANIA
:
Appellant :
:
v. :
:
THE ASSET STORE, LLC :
:
Appellee : No. 887 WDA 2018
Appeal from the Judgment Entered July 3, 2018
In the Court of Common Pleas of Butler County
Civil Division at No(s): A.D. 16-10748
BEFORE: GANTMAN, P.J., BENDER, P.J.E., and OLSON, J.
MEMORANDUM BY GANTMAN, P.J.: FILED JANUARY 11, 2019
Appellant, Pittsburgh Logistics Systems, Inc., appeals from the
judgment entered in the Butler County Court of Common Pleas, following the
denial of Appellant’s post-trial motion to remove a compulsory nonsuit and
grant a new trial.1 We affirm.
The relevant facts and procedural history of this case are as follows.
Appellant and Appellee, The Asset Store, LLC, had a business relationship for
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1 Appellant purports to appeal from the trial court’s denial of its post-trial
motion to remove nonsuit. “[I]n a case where nonsuit was entered, the appeal
properly lies from the judgment entered after denial of a motion to remove
nonsuit.” Billig v. Skvarla, 853 A.2d 1042, 1048 (Pa.Super. 2004). In the
present action, Appellant filed its notice of appeal on June 15, 2018. Judgment
on the verdict, however, was not entered until July 3, 2018. Thus, Appellant’s
notice of appeal relates forward to July 3, 2018, the date judgment was
entered and copies of the judgment were distributed to the appropriate
parties. See Pa.R.A.P. 905(a).
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the coordination of the transportation of hotel furniture and fixtures. In all
circumstances, the communications between the parties regarding the
business arrangements were predominantly oral only. In some instances,
Appellee agreed to pay for shipments on the occasions when the goods were
shipped to a warehouse facility owned by Appellee. In other instances,
Appellee simply referred its customers to Appellant as an option to coordinate
shipments. In the latter instances, Appellant and Appellee’s customer
understood Appellee was only referring the customer to Appellant and the
customer, not Appellee, was responsible for paying shipping costs. Appellee
makes no money from the shipping or logistics services, and Appellee’s
customers are free to make their own arrangements for shipping services.
On September 15, 2016, Appellant sued Appellee for breach of
contract/unjust enrichment for non-payment of certain invoices in the amount
of $63,973.05. The court held a bench trial on April 10, 2018. At the
conclusion of Appellant’s case in chief, Appellee moved for a compulsory
nonsuit, because Appellant had failed to establish an evidentiary basis for the
breach of contract action or for an implied or quasi-contract between Appellant
and Appellee regarding the invoices in question. The court granted the
compulsory nonsuit in favor of Appellee, with the exception of $960.00 that
Appellee stipulated was due and owing to Appellant. On April 20, 2018,
Appellant filed a post-trial motion to remove the compulsory nonsuit and grant
a new trial. The court denied Appellant’s post-trial motion on June 7, 2018,
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and Appellant filed a notice of appeal on June 15, 2018. On June 18, 2018,
the court ordered Appellant to file a concise statement of errors complained
of on appeal, pursuant to Pa.R.A.P. 1925(b); Appellant timely complied on
July 9, 2018. The court entered a final judgment on July 3, 2018.
On appeal, Appellant presents three issues for our review:
WHETHER THE TRIAL COURT ERRED BY FAILING TO FIND
BUSINESS RECORDS, ADMITTED AS AN EXCEPTION TO THE
RULE AGAINST HEARSAY, PRESUMPTIVELY TRUSTWORTHY
ABSENT ANY EVIDENCE TO THE CONTRARY?
WHETHER THE TRIAL COURT ERRED BY ENTERING
COMPULSORY NONSUIT AS TO BREACH OF CONTRACT
DESPITE CLEAR AND OVERWHELMING EVIDENCE
SUPPORTING A CONTRACT IMPLIED IN FACT AND BREACH
THEREOF?
WHETHER THE TRIAL COURT ERRED BY ENTERING
COMPULSORY NONSUIT AS TO UNJUST ENRICHMENT
DESPITE CLEAR AND OVERWHELMING EVIDENCE
SUPPORTING QUASI−CONTRACT BETWEEN THE PARTIES
AND UNJUST ENRICHMENT BY TAS?
(Appellant’s Brief at 4).
Our standard of review following the denial of a motion to remove a
nonsuit is as follows: “This Court will reverse an order denying a motion to
remove a nonsuit only if the trial court abused its discretion or made an error
of law.” Brinich v. Jencka, 757 A.2d 388, 402 (Pa.Super. 2000), appeal
denied, 565 Pa. 634, 771 A.2d 1276 (2001) (citing Emge v. Hagosky, 712
A.2d 315, 317 (Pa.Super. 1998)).
Judicial discretion requires action in conformity with law on
facts and circumstances before the trial court after hearing
and consideration. Consequently, the court abuses its
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discretion if, in resolving the issue for decision, it misapplies
the law or exercises its discretion in a manner lacking
reason.
Miller v. Sacred Heart Hosp., 753 A.2d 829, 832 (Pa.Super. 2000) (internal
citations omitted). The grant of a compulsory nonsuit is proper when, having
viewed all the evidence in the plaintiff’s favor, the court determines plaintiff
has not established the elements of the cause of action. Brinich, supra.
In its issues combined, Appellant contends that despite admitting
Appellant’s invoices into evidence as exhibits, the trial court erroneously failed
to accept them as an evidentiary basis for a contract between Appellant and
Appellee. Appellant insists the invoices provided the court with trustworthy
business records and prima facie evidence of a contract. Appellant maintains
the trial court erred when it found Appellant had failed to establish the
existence of a contract with Appellee, based on those invoices. Appellant
further alleges the evidence showed an implied contract between Appellant
and Appellee, based on those invoices, and Appellee breached that implied
contract. Appellant also claims the evidence showed a quasi-contract existed
between Appellant and Appellee, regarding those invoices, and Appellee was
unjustly enriched as a result of non-payment of the invoices. Appellant
concludes this Court should set aside the compulsory nonsuit and order a new
trial. We disagree.
Pennsylvania Rule of Evidence 803(6) sets forth the business records
exception to the hearsay rule, as follows:
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Rule 803. Exceptions to the Rule Against Hearsay—
Regardless of Whether the Declarant Is
Available as a Witness
The following are not excluded by the rule against hearsay,
regardless of whether the declarant is available as a
witness:
* * *
(6) Records of regularly conducted activity. A record
(which includes a memorandum, report, or data compilation
in any form) of an act, event or condition if:
(A) the record was made at or near the time by—or from
information transmitted by—someone with knowledge;
(B) the record was kept in the course of a regularly
conducted activity of a “business,” which term includes
business, institution, association, profession, occupation,
and calling of every kind, whether or not conducted for
profit;
(C) making the record was a regular practice of that
activity;
(D) all these conditions are shown by the testimony of the
custodian or another qualified witness, or by a certification
that complies with Rule 901(11) or (12) or with a statue
permitting certification; and
(E) the opponent does not show that the source of
information or other circumstances indicate lack of
trustworthiness.
Pa.R.E. 803(6). The Uniform Business Records as Evidence Act provides in
pertinent part:
§ 6108. Business records
* * *
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(b) General Rule.―A record of an act, condition or event
shall, insofar as relevant, be competent evidence if the
custodian or other qualified witness testifies to its identity
and the mode of its preparation, and if it was made in the
regular course of business at or near the time of the act,
condition or event, and if, in the opinion of the tribunal, the
sources of information, method and time of preparation
were such as to justify its admission.
42 Pa.C.S.A. § 6108(b). “As long as the authenticating witness can provide
sufficient information relating to the preparation and maintenance of the
records to justify a presumption of trustworthiness of the business records of
a company, a sufficient basis is provided to offset the hearsay character of the
evidence.” Commonwealth v. McEnany, 732 A.2d 1263, 1272 (Pa.Super.
1999), appeal granted, 562 Pa. 667, 753 A.2d 816 (2000) (quoting Boyle v.
Steiman, 631 A.2d 1025, 1032-33 (Pa.Super. 1993), appeal denied, 538 Pa.
663, 649 A.2d 666 (1994)).
“To maintain a cause of action in breach of contract, a plaintiff must
establish: (1) the existence of a contract, including its essential terms; (2) a
breach of a duty imposed by the contract; and (3) resulting damages.”
Lackner v. Glosser, 892 A.2d 21, 30 (Pa.Super. 2006) (citing Gorski v.
Smith, 812 A.2d 683, 692 (Pa.Super. 2002), appeal denied, 579 Pa. 692, 856
A.2d 834 (2004)). “For a contract to be enforceable, the nature and extent
of the mutual obligations must be certain, and the parties must have agreed
on the material and necessary details of their bargain.” Lackner, supra
(citing Peck v. Delaware County Board of Prison Inspectors, 572 Pa.
249, 260, 814 A.2d 185, 191 (2002)). “An enforceable contract requires,
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among other things, that the terms of the bargain be set forth with sufficient
clarity.” Lackner, supra at 30-31 (citing Biddle v. Johnsonbaugh, 664
A.2d 159, 163 (Pa.Super. 1995)). Clarity is particularly important where an
oral contract is alleged. Snaith v. Snaith, 422 A.2d 1379, 1382 (Pa.Super.
1980).
There must be a “meeting of the minds” for an agreement to exist.
Accu-Weather, Inc. v. Thomas Broadcasting Co., 625 A.2d 75, 78
(Pa.Super. 1993).
[T]he very essence of an agreement is that the parties
mutually assent to the same thing…. Without such assent
there can be no [enforceable] agreement…. The principle
that a contract is not binding unless there is an offer and an
acceptance is to ensure that there will be mutual assent….
[I]t is equally well-established that an offer may be
accepted by conduct and what the parties do pursuant to
the offer is germane to show whether the offer is accepted.
With these precepts in mind, we look to the parties’ “course
of conduct” to assess the presence of a contract.
Id. (internal citations and quotation marks omitted). “In cases involving
contracts wholly or partially composed of oral communications, the precise
content of which are not of record, courts must look to surrounding
circumstances and course of dealing between the parties in order to ascertain
their intent.” Boyle, supra at 1033 (holding prior course of dealings between
parties supported appellees’ claim of contract formation between parties).
Additionally:
A contract implied in fact can be found by looking to the
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surrounding facts of the parties’ dealings.7 Offer and
acceptance need not be identifiable and the moment of
formation need not be pinpointed. Implied contracts…arise
under circumstances which, according to the ordinary
course of dealing and the common understanding of
[people], show a mutual intention to contract.
7 A contract implied in fact has the same legal effect
as any other contract. It differs from an express
contract only in the manner of its formation. An
express contract is formed by either written or verbal
communication. The intent of the parties to an
implied in fact contract is inferred from their acts in
light of the surrounding circumstances.
Ingrassia Const. Co., Inc. v. Walsh, 486 A.2d 478, 483 (Pa.Super. 1984)
(internal citations and quotation marks omitted).
A claim for unjust enrichment generally arises only where a written or
express contract does not govern the relationship between the parties.
Northeast Fence & Iron Works, Inc. v. Murphy Quigley Co., Inc., 933
A.2d 664, 669 (Pa.Super. 2007), appeal denied, 596 Pa. 755, 947 A.2d 737
(2008).
[U]njust enrichment arises from a quasi-contract. A quasi-
contract imposes a duty, not as a result of any agreement,
whether express or implied, but in spite of the absence of
an agreement, when one party receives unjust enrichment
at the expense of another.
The elements of unjust enrichment are benefits
conferred on defendant by plaintiff, appreciation of
such benefits by defendant, and acceptance and
retention of such benefits under such circumstances
that it would be inequitable for defendant to retain the
benefit without payment of value. Whether the
doctrine applies depends on the unique factual
circumstances of each case. In determining if the
doctrine applies, we focus not on the intention of the
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parties, but rather on whether the defendant has been
unjustly enriched.
Moreover, the most significant element of the doctrine
is whether the enrichment of the defendant is unjust.
The doctrine does not apply simply because the
defendant may have benefited as a result of the
actions of the plaintiff.
Stoeckinger v. Presidential Financial Corp. of Delaware Valley, 948
A.2d 828, 833 (Pa.Super. 2008) (internal citation and quotations omitted)
(emphasis in original).
Instantly, the court admitted the invoices in question as legitimate. The
court overruled Appellee’s hearsay objections to the invoices, finding them to
have a sufficiently trustworthy basis to overcome their hearsay character.
Nevertheless, just because the court admitted the invoices does not mean the
invoices automatically provided an adequate evidentiary ground to prove
Appellant’s cause of action. To the contrary, the court reasoned:
As to the invoices at issue in this case, [Appellant] presented
no evidence of any agreement or course of dealing that
[Appellee] paid for [Appellant’s] services rendered for the
benefit of [Appellee’s] customers. [Appellant] offered no
evidence to obligate [Appellee] to pay for the other invoices.
The invoices only reflect deliveries and charges. They do
not establish that [Appellee] ever expressly agreed to, or,
by course of dealing, implied to pay for, said deliveries. As
regards [Appellant’s] third assignment of error, involving
the unjust enrichment claim, [Appellant] did not provide
evidence to establish that the services, rendered to
[Appellee’s] customers, provided a benefit to [Appellee].
The evidence provided by [Appellant], through [Appellee’s]
agent, was that the deliveries were for [Appellee’s]
customers, to be paid for by said customers, and that
[Appellee] as merely coordinating with [Appellant] for the
customers. As regards [Appellant’s] [complaint] about
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payments for shipping, [Appellee’s] agent testified that
[Appellee] did contract for certain shipments and that they
agreed to pay, and did pay, for those shipments, except for
one $960.00 invoiced shipment. This unpaid invoice
supported the $960.00 judgment that was entered against
[Appellee]. There was no evidence to obligate [Appellee] to
pay for any of the remaining contested invoices. As regards
[Appellant’s] [complaint], there was no evidence to
establish that [Appellee] agreed to pay for the invoiced
shipments at issue in this case. Finally, as regards
[Appellant’s] [complaint], the record and exhibits
established that [Appellee] arranged for, and agreed to pay
for, certain shipments of [Appellee’s] goods for [Appellee’s]
benefit. However, for the contested invoices at issue,
[Appellant] did not present evidence to support any legal
basis, contractual or equitable, to obligate [Appellee] to pay.
The invoices, exhibits, and [Appellee’s] agent’s testimony
did not provide sufficient evidence of any agreement or duty
to pay for the contested invoices. Absent evidence of an
agreement or a basis for finding a benefit to [Appellee] to
support unjust enrichment, [Appellant] did not meet its
burden. Thus, this [c]ourt granted Compulsory Non-suit in
favor of [Appellee] and against [Appellant] for all invoices
except for the $960.00 invoice. As regards said invoice,
Judgment was entered in favor of [Appellant] and against
[Appellee] in the amount of $960.00.
(Trial Court Opinion, entered July 20, 2018, at 2-4). The record makes clear
the court entered a compulsory nonsuit in favor of Appellee when, having
viewed all the evidence in Appellant’s favor, the court determined that
Appellant had not established the elements of its cause of action for breach of
contract or unjust enrichment. See Brinich, supra. Thus, the court properly
denied Appellant’s motion to set aside the compulsory nonsuit. See id.
Accordingly, we affirm.
Judgment affirmed.
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Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 1/11/2019
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