Estate of W.E., Appeal of: A.Z.

J-A17038-22
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
ESTATE OF WALTER EDMONDS, : IN THE SUPERIOR COURT OF
DECEASED : PENNSYLVANIA
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APPEAL OF: ATA ZANDIEH :
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: No. 625 EDA 2022
Appeal from the Decree Entered November 5, 2021
In the Court of Common Pleas of Philadelphia County
Orphans' Court at No(s): 88DE of 2020
BEFORE: PANELLA, P.J., NICHOLS, J., and COLINS, J.
MEMORANDUM BY COLINS, J.: FILED DECEMBER 19, 2022
Ata Zandieh appeals from the orphans’ court decree that dismissed his
petition for specific performance of an agreement of sale of real property. By
its very language, the decree denied Zandieh relief because the agreement
was “not enforceable[.]” Decree, entered 11/5/21. The lower court
concluded it could not “order specific performance as the [s]pecific [d]evisee
contracted for more [p]roperty than he had and [Zandieh, as p]etitioner[,]
was aware of the discrepancy regarding the [p]roperty devised in the [w]ill.”
Id. On appeal, Zandieh raises five issues, principally contesting the lower
court’s determination that there was no “meeting of the minds” between the
parties related to the apparent discrepancy between the will and sale of real
property and further, that the court failed to ascertain the testamentary
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 Retired Senior Judge assigned to the Superior Court.
J-A17038-22
intent of the decedent to resolve this incongruency. We vacate and remand
with instructions.
As established by the lower court:
Walter Edmonds, [d]ecedent, died on June 12, 2011, a
resident of Philadelphia, Pennsylvania.
Decedent left a [l]ast [w]ill and [t]estament dated
November 28, 1988.
Decedent’s [w]ill was admitted to probate by the Register
of Wills of Philadelphia County and [l]etters of [a]dministration
[de bonis non cum testamento annexo] were issued to Pamela
Edmonds, Walter F. Edmonds, and Zachary S. Edmonds at File
No. W3041-2011.
At the time of death, [d]ecedent owned real property [at
239-243 South Farragut Street, formerly South Farragut
Terrace], Philadelphia, Pennsylvania 19139.
Under Article S[eventh] of the [l]ast [w]ill and
[t]estament, … [real p]roperty ([described as] 239-241 South
Farragut Street) was specifically devised to [d]ecent’s son,
Langston Alexander Edmonds, his heirs and assigns forever. As
such, Langston Alexander Edmonds is the [s]pecific [d]evisee
herein.
On August 13, 2019, an [a]greement of [s]ale was entered
into between Langston Alexander Edmonds, [r]espondent and
seller in the [a]greement, and Ata Zandieh, [p]etitioner and
buyer in the [a]greement, where parties agreed that Ata Zandieh
would purchase property at 239-243 South Farragut Street,
Philadelphia, Pennsylvania for the total purchase price of
$264,200.00.
On January 20, 2020, Ata Zandieh … filed a [p]etition for
[c]itation for [s]pecific [p]erformance of [a]greement of [s]ale of
[r]eal [p]roperty[,] at issue herein. Petitioner requested [the
lower c]ourt [to] issue a [d]ecree directing [r]espondents,
Pamela Edmonds, Walter F. Edmonds, and Zachary S. Edmonds,
[a]dministrators of the [e]state of Walter Edmonds, [d]eceased,
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and to Langston Alexander Edmonds, [r]espondent and [s]pecific
[d]evisee of the [p]roperty located [on] … South Farragut Street,
Philadelphia, Pennsylvania 19139, to appear for a scheduled
[r]eal [e]state [c]losing in a title office chosen by … Ata Zandieh,
within thirty days from the date of the [d]ecree and the sale of
the [p]roperty shall proceed in accordance with the terms of the
[a]greement of [s]ale dated August 13, 2019.
Opinion Sur Decree, dated 11/4/21, at 1-2.
In contrast, the respondents argued that because the will explicitly
referenced and devised “239-241 South Farragut Street” instead of “239-
243 South Farragut Street,” the entity known as “239-243 South Farragut
Street,” or at least the “243” component of the address, was not
transferrable under the will to Langston Alexander Edmonds. As such, any
agreement by Langston that purported to sell “239-243 South Farragut
Street,” as a unified piece of real property, was unenforceable.
Eventually, the lower court held a one-day trial to resolve the petition,
which resulted in the petition’s dismissal. Specifically, the court found the
agreement to be unenforceable because the devisee, Langston, contracted
for more property than he was entitled to acquire under the will.
Predicated on this determination, Zandieh filed a timely notice of
appeal, and the relevant parties have complied with their obligations under
Pennsylvania Rule of Appellate Procedure 1925.
On appeal, Zandieh presents five questions:
1. Did the lower court abuse its discretion or commit an error of
law in finding that the parties to the agreement of sale did not
have a meeting of the minds as to what property was to be
conveyed under the agreement?
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2. Did the lower court err by not addressing the issue of
testamentary intent regarding the property that was to be
conveyed under the will?
3. Did the lower court err in not finding that the evidence
presented at trial conclusively established that a mistake was
made in the address of the real property to be conveyed
under the will?
4. Did the lower court err by not compelling the estate’s
administrators to convey title to the property to the devisee
and it not awarding specific performance?
5. Did the administrators need to be parties to the agreement
for it to be enforceable, as title to the real property passed to
the devisee at decedent’s death as a matter of law?
See Appellant’s Brief, at 4-5.
In reaching its conclusion, the court believed it was limited to
consideration of the will and the agreement of sale, as written. See Opinion
Sur Appeal, dated 3/30/22, at 11. Specifically, the court wrote that:
[t]he parties admitted that under Article S[eventh] of the [will],
said [p]roperty (239-241 South Farragut Street) was specifically
devised to [Langston]. The parties also admittedly entered into
the [a]greement of [s]ale … with an agreement to purchase
property at 239-243 South Farragut Street, Philadelphia,
Pennsylvania 19139. It is further admitted that the [w]ill only
specifically devised the [p]roperty at 239-241 South Farragut
Street to Langston[.] As such, Langston … was the [s]pecific
[d]evisee of the [p]roperty because he is a person or entity that
is named in the [w]ill to receive specific real estate that
belonged to the [d]ecedent.
Id., at 12-13. However, it is at this juncture where the court, absent
citation, asserted that it was required to “look to the four corners of the
[w]ill to determine what [p]roperty the [d]evisee was entitled to transfer.”
Id., at 13.
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Appearing to be based solely on the fact that there is a numerical
disagreement between the address contained in the will and the address
written into the agreement of sale for real property, the court found that
there was “no mutual meeting of the minds in forming the contract because
the contract … [was] for more [p]roperty that the [s]pecific [d]evisee … was
entitled to sell as he was only devised the [p]roperty at 239-241 South
Farragut Street.” Id. The court continued: “the [w]ill cannot be read to
imply [p]roperty not devised.” Id. The court further indicated that any
challenge to the will’s apparent error is “a matter of contesting the [w]ill and
is not an issue before t[he] [c]ourt.” Id., at 14.
Preliminarily, we note that:
the Orphans’ [c]ourt is a court of equity, [which means] that in
the exercise of its limited jurisdiction conferred entirely by
statute, it applies the rules and principles of equity. In equity
matters, [w]e must accept the trial court's finding of fact, and
cannot reverse the trial court's determination absent a clear
abuse of discretion or error of law. The trial court's conclusions
of law, however, are not binding on an appellate court because it
is the appellate court's duty to determine if the trial court
correctly applied the law to the facts of the case. If a decision of
the Orphans’ court lacks evidentiary support, this Court has the
power to draw [our] own inferences and make [our] own
deductions from facts and conclusions of law.
In re Adoption of R.A.B., 153 A.3d 332, 334–35 (Pa. Super. 2016)
(citations omitted) (brackets in original).
If there is a scrivener’s error in a will, such a mistake “may be
established by parol evidence and the instrument reformed accordingly.” In
re Duncan’s Estate, 232 A.2d 717, 720 (Pa. 1967).
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Here, it is unclear the legal basis by which the lower court believed it
was required to facially accept the will’s contents without any further
consideration into whether a drafting error, in fact, had been committed.
Effectively, the court reviewed the will and the agreement, saw that there
was a numerical inconsistency between the documents, and concluded that
Langston could not agree to sell property that was not literally devised to
him under the will.
We recognize that this is a unique case. As best as can be discerned
from the record, in seeking specific performance, Zandieh filed a petition
against the estate requiring its administrators to execute a deed that would
transfer the property to Langston, as devisee, who was then to act in
accordance with the agreement of sale in immediately conveying title of the
property to Zandieh. Despite the court’s determination, when juxtaposed
against the present facts, we believe that further development into the
question of the court’s ability to either interpret or correct a will warrants
further consideration. While we agree that a valid contract requires a
meeting of the minds to be thereafter operational, there was no analysis into
whether the court had any power to hear parol evidence and act accordingly,
other than a bald sentence claiming that will reformation is exclusively
germane to a will contest, which was, in its words, not an issue presently
before the court.
On remand, the court is to explicitly determine, based on the action
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before it, if it has the power to ascertain whether there is an error in the will.
If it finds in the affirmative, then, the court must decide whether parol
evidence establishes that will reformation is necessary and proceed from
there.
Decree vacated. Case remanded with instructions. Jurisdiction
relinquished.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 12/19/2022
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