Linde, S. v. Linde, E. and Linde Enterprises, Inc.

J-A02032-16
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
SCOTT F. LINDE, AS TRUSTEE OF THE IN THE SUPERIOR COURT OF
SCOTT F. LINDE FAMILY'S PENNSYLVANIA
CORPORATION TRUST
Appellant
v.
ERIC LINDE AND LINDE ENTERPRISES,
INC., A PENNSYLVANIA CORPORATION
Appellees No. 1076 MDA 2015
Appeal from the Order Entered May 28, 2015
In the Court of Common Pleas of Luzerne County
Civil Division at No: 2014-11830
BEFORE: PANELLA, STABILE, and FITZGERALD,* JJ.
MEMORANDUM BY STABILE, J.: FILED JUNE 16, 2016
Appellant, Scott F. Linde (“Scott”), as Trustee of the Scott F. Linde
Family S Corporation Trust (“the Trust”), appeals from the order entered on
May 28, 2015 in the Court of Common Pleas of Luzerne County, sustaining
preliminary objections in favor of Appellees, Eric Linde (“Eric”) and Linde
Enterprises, Inc. (“LEI”), and granting a change of venue to Wayne County.
Scott contends the trial court erred or abused its discretion by transferring
venue to Wayne County because Luzerne County was the county where a
contract was accepted, because Eric and LEI did not prove venue in Luzerne
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*
Former Justice specially assigned to the Superior Court.
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County was improper, and because the trial court failed to give appropriate
deference to Scott’s choice of venue. We disagree and, therefore, affirm.
Our review of the record and the parties’ briefs reveals that Scott and
Eric are brothers who, along with their sister, Barbara Linde (“Barbara”),
have been involved in at least eight civil actions against each other in Wayne
County, in addition to the instant Luzerne County action. Scott resides in
Luzerne County. Appellant’s Amended Complaint at ¶ 1. Eric resides in
Wayne County. Preliminary Objections to Amended Complaint at ¶ 19.
Scott alleges that LEI is a corporation with a registered address in
Lackawanna County but has done business in Luzerne County. Amended
Complaint at ¶¶ 2-4. Eric contends that, at all times relevant, LEI’s sole
office was located in Wayne County, and that LEI does not conduct business
regularly in Luzerne County and, in fact, has not conducted business in any
county for years. Preliminary Objections to Amended Complaint at ¶¶ 21-
26. In this action, Scott asserts that Eric and LEI have failed to abide by
the terms of a 1990 stock purchase agreement (“SPA”) relating to LEI stock.
Amended Complaint at ¶¶ 32-43.
In response to Scott’s complaint, Eric and LEI filed preliminary
objections requesting an evidentiary hearing and a change of venue to
Wayne County. Scott filed an amended complaint and Eric and LEI again
filed preliminary objections requesting an evidentiary hearing and a change
of venue to Wayne County. In the preliminary objections to the amended
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complaint, Eric alleged that Scott’s pleadings failed to acknowledge that
Eric’s obligation relating to the transfer of LEI stock is governed by a
handwritten global settlement agreement (“the Settlement Agreement”)
signed by the brothers on June 9, 2014, immediately prior to trial in Wayne
County. Preliminary Objections to Amended Complaint at ¶¶ 4-6. Eric
contends that Scott’s filing of the Luzerne County action without reference to
the Settlement Agreement was an attempt to mislead the Luzerne County
trial court and to avoid a tribunal in Wayne County where Scott’s “deceptive
misconduct and litigation abuses are well-known and well-documented.” Id.
at ¶¶ 4-6 and 9.
The trial court conducted an evidentiary hearing on May 26, 2015. By
order entered on May 28, 2015, the trial court sustained Eric and LEI’s
preliminary objections pursuant to Pa.R.C.P. No. 1028(a)(1)1 and transferred
venue to Wayne County, finding “the issues to be intricately intertwined in
an ongoing and longstanding dispute which emanates from past and present
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1
Rule 1028 provides, in relevant part:
(a) Preliminary objections may be filed by any party to any
pleading and are limited to the following grounds:
(1) lack of jurisdiction over the subject matter of the
action or the person of the defendant, improper venue or
improper form or service of a writ of summons or a
complaint[.]
Pa.R.C.P. No. 1028(a)(1).
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civil action and settlement agreements in Wayne County.” Trial Court Order,
5/28/15, at 1.
Scott complied with the trial court’s directive to file a statement of
errors complained of on appeal, pursuant to Pa.R.A.P. 1925(b). The trial
court did not issue a separate Rule 1925(a) opinion.
In his brief, Scott challenges the change of venue as follows:
Did the [t]rial [c]ourt below abuse its discretion and commit an
error of law by granting [Eric and LEI’s] Preliminary Objections
and transferring venue of the instant case from Luzerne County
to Wayne County as:
1. the venue of Luzerne County chosen by [Scott] in the
underlying case is appropriate, pursuant to Pennsylvania
Rules of Civil Procedure 2179, et seq., and 1006, et seq.,
because the subject contract was formed in Luzerne
County, which is where the offer was accepted;
consequently a[ ] “transaction or occurrence,” sufficient to
establish venue in Luzerne County for the case at bar
occurred in Luzerne County; and
2. [Eric and LEI] did not meet the appropriate burden of proof
of supporting a claim for improper venue;
3. The trial [c]ourt failed to give [Scott’s] choice of forum
appropriate deference.
Appellant’s Brief at 6.
In Schultz v. MMI Products, Inc., 30 A.3d 1224 (Pa. Super. 2011),
this Court recognized:
[O]ur standard of review for a challenge to an order transferring
venue is well settled.
A trial court’s ruling on venue will not be disturbed if the
decision is reasonable in light of the facts. A decision to
transfer venue will not be reversed unless the trial court
abused its discretion. A plaintiff’s choice of forum is given
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great weight, and the burden is on the party challenging
that choice to show it is improper.
However, if there exists any proper basis for the trial
court’s decision to grant the petition to transfer venue, the
decision must stand.
Krosnowski v. Ward, 836 A.2d 143, 146 (Pa. Super. 2003)
(citations and internal quotation marks omitted) (emphasis
added). “An abuse of discretion occurs when the trial judge
overrides or misapplies the law, or exercises judgment in a
manifestly unreasonable manner, or renders a decision based on
partiality, prejudice, bias or ill-will.” Sehl v. Neff, 26 A.3d
1130, 1132 (Pa. Super. 2011) (citation omitted).
Id. at 1228.
Here, the record supports the trial court’s determination that the
action Scott filed in Luzerne County involved issues “intricately intertwined”
in the ongoing and longstanding disputes that were the subject of the
Settlement Agreement and the civil actions pending in Wayne County. As
noted, Scott and Eric signed the Settlement Agreement on June 9, 2014,
just as trial was to begin in a 1999 equity action filed in Wayne County. As
Eric explains, and as our review of the Settlement Agreement confirms:
The Settlement Agreement had two (2) primary components.
First, Eric Linde agreed to convey all of his LEI and Lackawanna
Land & Energy, Inc. (“LLE”) capital stock to Scott Linde in
exchange for the payment of $2 million. Second Scott Linde
agreed to transfer to Eric Linde his forty-two and one half
percent (42.5%) interest in three Wayne County real estate
partnerships . . . .
Before Eric Linde could convey his LEI stock to Scott Linde as per
the Settlement Agreement, he had to offer his LEI stock to LEI in
accordance with the terms of the SPA. (R. 1a-92; 273-277a).
LEI declined to purchase any of the stock. (R. 11 a).
Thereafter, the Settlement Agreement and the SPA obligated
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Eric Linde to offer his LEI stock to the other LEI shareholders. . .
. Neither Barbara Linde nor her family trust expressed a desire
to purchase any of the LEI stock, thus clearing the way for Eric
Linde to convey his LEI (and LLE) stock pursuant to the terms of
the Settlement Agreement.
Appellees’ Brief at 4-5.
It was at that point, Eric contends, that Scott gave notice of the
Trust’s intent to purchase its pro rata share of Eric’s stock pursuant to the
terms of the SPA.2 Scott also demanded that the LEI stock be set at book
value per the terms of the SPA rather than the agreed upon $2 million
purchase price for the LEI and LLE stock, per the terms of the Settlement
Agreement. Appellees’ Brief at 5. By doing so, and by having the Trust
seek to purchase the pro rata three shares as well as an additional 209 of
Eric’s 300 shares, Eric would be unable to convey his 300 shares to Scott in
accordance with the Settlement Agreement.
The offers of the stock to the various parties, as required by the SPA
before Eric could convey the LEI stock to Scott under the Settlement
Agreement, were made by letter from Eric in Wayne County to Scott in
Luzerne County. Scott contends the Trust’s acceptance of the offer by letter
from Luzerne County created a contract and established proper venue in
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2
Eric held 300 shares of LEI stock while Barbara’s family trust held 115
shares and the Trust held one share. The pro rata share the Trust sought to
purchase totaled three shares of LEI stock. Amended Complaint at ¶ 7.
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Luzerne County for the action against Eric and LEI seeking enforcement of
the contract. See Appellant’s Brief at 8-16.
Pa.R.C.P. No. 1006 directs, in relevant part, that an action against an
individual “may be brought in and only in a county in which (1) that the
individual may be served or in which the cause of action arose or where a
transaction or occurrence took place out of which the cause of action arose
or in any other county authorized by law[.]” Eric could not be served in
Luzerne County but, Scott asserts, the acceptance of Eric’s offer of LEI stock
took place there and, as such, the action could be brought in Luzerne
County.
While Pa.R.C.P. No. 1006 governs venue of actions against individuals,
Pa.R.C.P. No. 2179 governs venue of actions against corporations and
provides, in relevant part:
[A] personal action against a corporation [] may be brought in
and only in
(1) the county where its registered office or principal place
of business is located;
(2) a county where it regularly conducts business;
(3) the county where the cause of action arose;
(4) a county where a transaction or occurrence took place
out of which the cause of action arose[.]
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LEI’s sole office is located in Wayne County, not Luzerne County, 3 and
it does not regularly conduct business there. Preliminary Objections to
Amended Complaint at ¶ 11. However, again, as the county where Scott
accepted Eric’s offer of stock, Scott argues that venue is proper in Luzerne
County as the county where the transaction took place out of which the
cause of action arose.
Although Scott contends the cause of action arose out of his
acceptance of Eric’s offer of LEI stock, the record supports a different
conclusion. The offer was made in accordance with the process outlined in
the SPA. However, the SPA itself did not require that Eric offer the stock. It
was the Settlement Agreement that required Eric to sell the stock to Scott
after following the procedure set forth in the SPA. That Settlement
Agreement was reached between Scott and Eric in Wayne County to resolve
litigation in that county. As the trial court properly determined, “the issues
[are] intricately intertwined in an ongoing and longstanding dispute which
emanates from past and present civic actions and settlement agreements in
Wayne County.” Trial Court Order, 5/28/15, at 1.
We find the trial court’s ruling reasonable in light of the facts. We find
no abuse of discretion on the part of the trial court in transferring venue to
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3
LEI previously had a registered office in Lackawanna County but did not
have an office in Luzerne County. Preliminary Objections to Amended
Complaint at ¶¶ 20-23.
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Wayne County. Because there was a proper basis for the trial court’s
decision to transfer venue, that decision must stand. See Shultz, supra,
and cases cited therein.
Order affirmed. Case remanded. Jurisdiction relinquished.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 6/16/2016
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