McClain, J. v. Power, M. and T.

J-A09034-14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

JOHN L. MCCLAIN AND MITCHELL IN THE SUPERIOR COURT OF
PRINCE, PENNSYLVANIA

Appellants

v.

MICHAEL V. POWER AND THERESA
POWER,

Appellees No. 1933 EDA 2013

Appeal from the Order Entered May 3, 2013
In the Court of Common Pleas of Delaware County
Civil Division at No(s): 11-6035

BEFORE: BOWES, J., OTT, J., AND JENKINS, J.

MEMORANDUM BY: JENKINS, J. FILED SEPTEMBER 18, 2014

John McClain and Mitchell Prince filed an action in equity to compel

reformation of a deed relating to residential property located at 624

Montgomery School Lane in Lower Merion Township, Montgomery County

requests for relief. McClain and Prince filed timely post-trial motions, which

the trial court denied, and they appealed to this Court1. We affirm.

1

judgment at the time they filed their notice of appeal, they subsequently
perfected their appeal by filing a praecipe to reduce the decision to
judgment. See notice of appeal filed after the
announcement of a determination but before the entry of an appealable
order shall be treated as filed after such entry and on the da
1
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I.

In essence, McClain and Prince assert that there are material defects

both in the deed that Michael and Theresa Power conveyed to them on July

22, 2005 and in a deed of correction that the Powers executed on July 14,

2010. McClain and Prince requested that the trial court compel the Powers

to issue another deed of correction which

(1) states that the property consists of two

(2) conveys the property to McClain and Prince as joint tenants with

right of survivorship.

n A/B legal description is

property known as Lot B. It appears that when Wells Fargo began a

foreclosure action against McClain and Prince in 2009, McClain learned that

the 2005

The 2005 deed did not have an A/B legal description. McClain and Prince

seem to believe that inclusion of an A/B description would help their defense

in the foreclosure action by enabling them to assert that Wells Fargo never

intended to mortgage Lot B and could only foreclose on the empty lot, Lot A.

We are uncertain whether this theory makes sense. But whether it does or

2
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not, we still must fulfill our duty of summarizing what the trial court did in

response to this action and analyze whether it reached the proper result.

The Powers, for their part, contend that the correct legal description of

the property is a single consolidated parcel, not an A/B parcel, because they

eliminated the A/B legal description in a deed of consolidation that they

recorded three years before selling the property to McClain and Prince.

McClain and Prince filed a three-count complaint seeking reformation

of the deed, declaratory judgment and vacatur of the 2010 deed of

correction. Although this controversy arose in Montgomery County, McClain

and Prince prosecuted their lawsuit in Delaware County, because Delaware

County is where the Powers now reside. Following a non-jury trial, the court

ordered the Powers to deliver a corrected deed to McClain and Prince which

conveyed the property to them as joint tenants with right of survivorship 2.

The court also ordered that the corrected deed include the legal description

advocated by the Powers, i.e., a description of the property as a single

consolidated parcel.

ruling on Count I of the complaint, an equitable claim to reform the deed to

include an A/B legal description, and add several short arguments relating to

Count III. The brief does not address their declaratory judgment request in

Count II of the complaint. Therefore, we will not address Count II below.

2
This portion of the order is not at issue in this appeal and thus does not
require further analysis.
3
J-A09034-14

II.

limited to a determination of whether the chancellor committed an error of

law or abused his discretion. A final decree in equity will not be disturbed

unless it is unsupported by t

Kepple v. Fairman Drilling Co., 615 A.2d 1298, 1302 (Pa.1992).

Although facts found by the chancellor, when supported by competent

evidence in the record, are binding, no such deference is required for

conclusions of law, which we review de novo. Id.

III.

The following is a summary of the evidence adduced during trial and

The Powers purchase the property in 2001. On November 15,

2001, the Powers purchased the Property by deed which is registered with

Lower Merion Township and recorded in Montgomery County, Pennsylvania3.

t
4
.

3
Exhibit P-12 (November 15, 2001 deed).
4
Id., exhibit A (legal description in 2001 deed).
4
J-A09034-14

The 2002 deed of consolidation. In 2002, the Powers decided to

install a swimming pool on the premises5. The Powers learned that they

obtain a pool permit6. The only way to satisfy the impervious surface

requirement was to consolidate Lots A and B into a single parcel7.

The Powers hired Jade Abstract Company to prepare a deed of

consolidation8. Jade Abstract prepared a deed that consolidated Lots A and

B into a single parcel by removing the line separating Lot A from Lot B9. On

July 5, 2002, the Township reviewed the deed of consolidation and stamped

its approval on the deed10. One week later, the Township issued the

swimming pool permit11. Michael Power filed the deed with the Montgomery

County Recorder of Deeds12, and the deed was recorded in Deed Book 5414,

Page 240013.

The recorded deed of consolidation refers to a Mesko Associates

stamped drawing dated June 11, 2002, the same drawing that was in Jade

5
N.T. 2, pp. 277-78 (Michael Power). Trial in this case lasted two days. All

are to the second day of trial.
6
Id., pp. 277-78, 316 (Michael Power).
7
Id.
8
Id., pp. 278-83 (Michael Power).
9
N.T. 2/12/13, pp. 281-83, 319 (Michael Power); Exhibit P-16 (deed of
consolidation), D-2 (Jade Abstract documents).
10
Exhibit P-16 (deed of consolidation).
11
Exhibit D-2 (Jade Abstract documents); see also N.T. 2, pp. 281, 286,
321-22 (Michael Power).
12
N.T. 2, p. 317 (Michael Power).
13
Exhibit P-16 (deed of consolidation).
5
J-A09034-14

uments14. The drawing states: "Lot line to be removed on the

line dividing Premises A from Premises B."15 Although the drawing was two

pages, the Recorder of Deeds recorded only one of the pages. The left half,

with the words "lot line to be removed," was not recorded16. The recorded

version of the Mesko document does not say "lot line to be removed"17.

Despite this omission, the trial court found that the consolidation deed

consolidated the lands previously segregated as Lots A and B. The evidence

supports this finding. As noted above, Lot A was 50 feet by 205 feet, and

Lot B was 100 feet by 205 feet. The boundary lines in the deed of
18
-- a combination

of Lots A and B19 -- and McClain admitted that the boundary lines were a
20
. Moreover, as the trial court

found, the deed was properly recorded in the Recorder of Deeds and

one parcel those lands previously described upon the public
21 22
record as two

14
Exhibit P-16 (deed of consolidation), D-2 (Jade Abstract documents).
15
Exhibit D-2 (Jade Abstract documents); N.T. 2, p. 324 (Michael Power).
16
Exhibit P-16 (deed of consolidation).
17
Id.
18
Exhibit P-16; N.T. 2, pp. 118-31 (McClain).
19
N.T. 2, pp. 118-31 (McClain).
20
N.T. 2, p. 128 (McClain).
21
Trial Court Opinion, p. 7; see also id.
the 2002 deed [of consolidation] and its effect on the property to prove its
effe
22
McClain and Prince also argued that the deed of consolidation only
described Lot A, but not Lot B, due to its language that the entire property

6
J-A09034-14

McClain and Prince agree to purchase the property in 2005. On

May 22, 2005, McClain and Prince toured the property and offered $950,000

to purchase it23. The Powers rejected the offer24. On May 24, 2005, McClain

and Prince raised their offer to $1,100,000. According to McClain, they

raised their offer because Michael Power told them that the property

contained two lots and gave them several documents that showed two lots,

consistent with the A/B description in the 2001 deed25. Michael Power

testified, however, that he never had any such discussion with McClain and

Prince; instead, he only discussed the pervious versus impervious surface

issue with them and gave them documents to show what he meant about

this issue. Although the court did not explicitly state whom it believed, its

On May 24, 2005, following the higher offer, the parties entered into

an agreement of sale26. All discussions between the parties about the

property took place before they signed the agreement of sale27.

statement at least once and understood both documents at the time he

ruling in favor of the Powers, we infer that it did not accept this argument.
For further discussion of this subject, see pp. 21-22, infra.
23
N.T. 2, p. 163 (McClain).
24
Id.
25
N.T. 1, p. 97, 99-106 (McClain); Exhibits P-5 (Mesko sketch plan), P-6
(neighborhood plot plan), P-
26
Exhibit P-2 (agreement of sale).
27
N.T. 2, p. 178 (McClain).
7
J-A09034-14

signed the agreement of sale. He admitted that the property had only one

address, 624 Montgomery School Lane, and only one parcel number28.

Paragraph 26 of the agreement provided:

Representations: (A) Buyer understands that any
representations, claims, advertising, promotional
activities, brochure or plans of any kind made by
Seller, Brokers, their licenses, employees, officer or
partners are not a part of this Agreement unless
expressly incorporated or stated in this Agreement.
It is further understood that this Agreement contains
the whole agreement between Seller and buyer and
there are no other terms, obligations, covenants,
representations, statements or conditions, oral or
otherwise of any kind whatsoever concerning this
Sale. Furthermore, this Agreement will not be
altered, amended, changed, or modified except in
writing executed by the Parties29.

statement made any specific reference to Parcels A and B or the property's

metes and bounds description30. Nor was there anything in writing promising

to convey a deed that specifically referenced Lot A and Lot B31.

Prince admitted that when he signed the agreement of sale, he did not

know that there had been two lots identified separately as Premises "A" and

Premises "B"32. Nor did McClain say anything to Prince prior to closing that

the deed should have separate descriptions for Lots A and B33. Furthermore,

28
N.T. 2, p. 139 (McClain).
29
Exhibit P-2 (agreement of sale).
30
N.T. 2, pp. 155-58 (McClain).
31
N.T. 2, pp. 230, 297 (Michael Power).
32
N.T. 2, p. 355 (Prince).
33
N.T. 2, pp. 228, 342 (Prince).
8
J-A09034-14

Michael Power testified that he did not promise McClain that the deed would

identify and define Lots A and Lot B separately34. Power added that it was

impossible for him to make such a promise, because he had already

recorded the deed of consolidation that eliminated Lots A and B 35. Although

point, its ultimate decision in favor of the Powers suggests that it credited

McClain and Prince approached Patrick Keenan, a mortgage banker

and branch manager at Wells Fargo and a good friend of McClain, to arrange

a loan of $825,000 for the purchase of the property36. Keenan had no

knowledge at any time during this transaction that there were two parcels

on the property or whether the mortgage would relate to both parcels. At

no time did McClain or Prince mention that there were two parcels or

indicate that they only wanted this substantial mortgage to relate only to Lot

A, the empty lot37. Nor would Wells Fargo have willingly loaned this amount

only for Lot A38. McClain admitted that he gave the bank no reason to

believe he really only meant for the mortgage to cover Lot A39. Prince

assumed, when he applied for the mortgage, that the mortgage covered the

34
N.T. 2, p. 293 (Michael Power).
35
N.T. 2, p. 293 (Michael Power).
36
N.T. 1, p. 43 (Keenan).
37
Id., p. 43 (Keenan); N.T. 2, p. 186 (McClain).
38
N.T. 1, p. 46 (Keenan).
39
N.T. 2, p. 190 (McClain).
9
J-A09034-14

entire property40

mortgage depended on the value of the entire property, including both

lots41.

McClain and Prince had the duty under the agreement of sale to order

the title insurance commitment and policy42. McClain obtained title

insurance from Stewart Title Insurance, which issued a five page title

commitment several days before settlement43. Schedule C on the fifth page
44
. The fifth page

eing the same premises which Kathleen

M. Valentine... by deed dated 11/15/2001. . ."45 At the bottom of the page
46
appe Thus, the title

commitment was incomplete. Moreover, the title commitment never

mentions the 2002 deed of consolidation47

apparent carelessness of their title searcher, [McClain and Prince] did not

receive actual notice of the existence of the 2002 deed and its consolidation
48

40
N.T., 2, p. 344 (Prince).
41
N.T. 2, p. 346 (Prince).
42
Exhibit P-2, ¶ 15(b) (agreement of sale).
43
Exhibit P-9 (title commitment); N.T. 1, p. 120 (McClain); N.T. 2, p. 5
(McClain).
44
Exhibit P-9 (title commitment).
45
Id.
46
Id.
47
Id.
48
Trial Court Opinion, p. 7.
10
J-A09034-14

Neither McClain nor Prince testified that they told the title agent that

they expected the deed from the Powers to include the A/B description that

was within the 2001 deed.

The deed from the Powers to McClain and Prince. On July 22,

2005, the Powers conveyed title to the property to McClain and Prince.

According to McClain, the legal description in the deed presented at closing

encompassed the land in both Lot A and Lot B, but the deed that was later

recorded mysteriously changed the legal description to include only the land

within Lot A49. Furthermore, McClain testified that Michael Power reviewed

s commitment50

description of separate lots A and B, but said nothing51

court ultimately found in favor of the Powers, the obvious inference is that it

The trial court agreed that the legal description in the recorded deed

limiting the property to Lot A was not accurate52.

49
N.T. 2, pp. 68-69 (McClain); see also exhibit P-13 (recorded 2005 deed
describing only the land in Lot A); Brief for Appellants, p. 12 (claim in

[A/B] in the deed as conveyed and registered with Lower Merion Township
was switched with another legal description before the deed was recorded

50
Exhibit P-9 (title commitment).
51
N.T. 2, p. 69 (McClain).
52

July 22, 2005 is in error and is not a complete closed description of the
11
J-A09034-14

Notably, the recorded deed referenced the deed of consolidation at the

correct record number (Deed Book 5414, page 2400)53. The recorded deed

also provided that McClain and Prince are joint tenants with right of

survivorship54.

In November 2005, McClain and Prince received a recorded copy of the

2005 deed55. McClain filed the copy in his cabinet without reviewing it56.

The 2009 foreclosure action. In January 2009, Wells Fargo

commenced a foreclosure action against the property57. In March 2009, U.S.

Bank commenced a second foreclosure action58. At that point, McClain

noticed that the legal description in the 2005 deed and the property

description in the Wells Fargo mortgage only covered Lot A59. McClain

realized Wells Fargo might not have a mortgage on the house on Lot B and

could only foreclose on Lot A60.

Six months later, Prince filed for bankruptcy with McClain as his

attorney61

property; rather, it describes only what is identified as the former premises
53
Exhibit P-13 (recorded 2005 deed). We note, however, that the 2005
deed states erroneously that the date of the deed of consolidation was July
3, 2003, and that its date of recording was July 5, 2003. Id.
54
Id.
55
N.T. 2, p. 70 (McClain).
56
Id.
57
N.T. 2, p. 219 (McClain).
58
Id.
59
Id.; exhibits P-13 (recorded 2005 deed), P-14 (mortgage).
60
N.T. 2, pp. 70, 223 (McClain).
61
N.T. 2, pp. 210, 220 (McClain).
12
J-A09034-14

property as an asset in which Wells Fargo had a collateral interest stemming

from the loan62 the bankruptcy

schedule63.

The 2010 deed of correction. In 2010, Stewart Title Company

description64. On July 14, 2010, the Powers executed and recorded a deed

of correction whose legal description mirrored the description in the 2002
65
.

The deed did not state that McClain and Prince were joint tenants with right

of survivorship.

The Powers never delivered the deed of correction to McClain and

Prince66.

Present action. On August 5, 2011, McClain and Prince filed the

present action to reform the 2005 deed through reinstatement of (1) the Lot

A/B legal description that had been in the 2001 deed and (2) the joint tenant

with right of survivorship language that had been in the 2005 deed.

After trial, the court determined that the Powers

presented sufficient evidence of the 2002 deed and
its effect upon the property to prove its effect upon
title received by [McClain and Prince] on July 22,
2005. . .[The Powers] presented sufficient evidence

62
N.T. 2, p. 346 (Prince).
63
Id., p. 347 (Prince).
64
Id., pp. 300, 313 (Michael Power).
65
Exhibit P-15 (2010 deed of correction).
66
N.T. 2, pp. 91-95 (McClain).
13
J-A09034-14

of the absence of any mistake or misunderstanding
on their part concerning the consolidation of [Lots A
and B] into one parcel as described in the 2002
deed.67

68

The court held that although McClain and Prince did not receive actual

notice of the existence of the 2002 deed and its consolidation of the two

parcels,69 they were charged, as purchasers of the land, with constructive

notice of every matter affecting their title appearing on any deed which

formed an essential link in the chain of documents through which they took

title.70

71

The court thus ordered the Powers to execute and deliver a reformed

deed which (1) provides that McClain and Prince are joint tenants with right

of survivorship, and (2) describes the land conveyed as a single consolidated

parcel in conformity with the 2002 deed of consolidation but excludes any

67
Trial Court Opinion, p. 8.
68
Id.
69
Trial Court Opinion, p. 7.
70
Id.
71
Id.
14
J-A09034-14

72
. On May 8,

order.

IV.

following topics:

1. The Remedy to Correct the Admitted Recording Error
is to Convey the Premises According to the Deed
Describing Two Lots as Intended, Executed, and
Conveyed by the Sellers.
2. The Powers Are Estopped from Asserting a Deed
Contrary to the One as Conveyed.
3. The Verdict Improperly Exceeds the Scope of the
Specific Relief Requested by the Plaintiffs.
4. The Court Can Not Compel the Recording of a Deed
Contrary to Lower Merion Township's Ordinances.
5. This Case is Not Controlled by Constructive Notice of
the Deed of Consolidation.
6. The First Deed of Correction Dated July 14, 2010
Must be Stricken.
7. The First Deed of Correction Dated July 14, 2010
Eliminates the Plaintiffs Rights to the Entire Parcel.
8. The Second Deed of Correction Dated May 8, 2013
Continues to Contain Errors.
9. The Powers Do Not Have the Ability to Execute the
Deeds of Correction Because They do Not Hold Title.

This number of topics (9) differs from the number of issues in the Statement

(16). Nevertheless, we are satisfied that McClain and Prince preserved each

of the nine topics in the Argument section for appeal. We also find that the

72
Trial Court Opinion, p. 8.
15
J-A09034-14

organization of the brief does not impede appellate review. Therefore, we

will review all 9 topics on the merits.

remedy to correct a deed with an admitted recording error is to execute a

new deed as intended, executed and conveyed by the sellers with two
73

We address these arguments together.

The thrust of these arguments is that the legal description in the July

22, 2005 deed was the product of mutual mistake, and the trial court, sitting

in equity, had the power to correct the mistake by reforming the deed to

include an A/B legal description. The trial court abused its discretion,

McClain and Prince contend, by refusing to make this correction. We

disagree.

Courts of equity

have jurisdiction to reform deeds where mutual
mistakes appear, but proof of the mutual mistake
must be clear and positive. . .A party who seeks
reformation on the ground of mutual mistake must
establish in the clearest manner that the intention
proffered as the basis for reformation of the deed
existed and continued concurrently in the minds of
the parties down to the time of the execution of the
deed. . .If the evidence justifies such a finding of the
intention of the parties, this finding may be made by
the Chancellor.

73
Brief for Appellants, p. 16.
16
J-A09034-14

Dudash v. Dudash, 460 A.2d 323, 326-27 (Pa.Super.1983). The doctrine

erroneous belief as to a basic assumption of the contract at the time of

formation which will have a material effect on the agreed exchange as to

Bianchi v. Bianchi, 859 A.2d 511, 516 n. 3 (Pa.Super.2004).

et forth the

Daddona v. Thorpe, 749 A.2d 475, 487

(Pa.Super.2000), appeal denied, 761 A.2d 550 (2000)

the instrument should be interpreted in the light of the subject matter, the

apparent object or purpose of the parties and the conditions existing when it

Id. (internal quotation marks and citation omitted).

When a mutual mistake occurs in a deed, the court, sitting in equity,

should reform the deed to effectuate the intent of the parties. Dudash,

supra, 460 A.2d at 326-27.

We conclude that the result reached by the trial court was well within

its discretion, albeit for slightly different reasons than those given by the

trial court.

The trial court asserted that there was no mutual mistake 74, but it still

reformed the deed a remedy which is possible only if there was a mutual

mistake. Dudash, supra. We hold, with all due respect for the

distinguished trial court, that there was indeed a mutual mistake. No party

74
Trial Court Opinion, p. 8.
17
J-A09034-14

wanted the deed to convey only Lot A, yet that is what the July 22, 2005

deed stated.

The real dispute is not whether there was a mutual mistake but what

the proper remedy for this mistake should be. The Powers want the deed to

convey Lots A and B in one consolidated parcel; McClain and Prince want the

deed to convey Lots A and B in two separate parcels. The court selected the

A and B in their 2002 deed of consolidation, and that McClain and Prince

were under constructive notice of this deed. The evidence supports this

decision.

The Powers clearly intended in 2002 to obtain a deed consolidating

Lots A and B in order to obtain a pool permit. The Powers hired Jade

include a drawing which states: "Lot line to be removed on the line dividing

Premises A from Premises B." Lower Merion Township approved the deed,

and the Powers recorded this deed with the Recorder of Deeds. Thus, the

p

and Prince did not have actual notice of the 2002 deed at the time of

settlement in 2005, but that they did have constructive notice of the 2002

deed at the time of settlement. With regard to actual notice, Prince never

18
J-A09034-14

knew before settlement that the property had two lots. At the time McClain

and/or Prince applied for a loan at Wells Fargo, they never mentioned to

Patrick Keenan, their mortgage banker, that the property had two lots or

that the lots had been consolidated. Furthermore, the title insurance

company hired by McClain and Prince, Stewart Title, failed to find the deed

of consolidation during its title search. McClain and Prince did not receive

actual notice of the deed of consolidation until 2009, after Wells Fargo

commenced foreclosure proceedings.

Notwithstanding the absence of actual notice, McClain and Prince had

constructive notice of the deed of consolidation. Both statutory and common

law confirm this point.

Over one century ago, our Supreme Court held:

The general rule is that where a purchaser holds
under a conveyance, and is obliged to make out his
title through that deed, or through a series of prior
deeds, he is charged with constructive notice of
every matter connected with or affecting his title,
which appears by description of parties, by recital,
by reference, or otherwise, on the face of any deed,
or upon any public record, which forms an essential
link in the chain of instruments through which he
takes title or liens which affect the same.

Volk v. Eaton, 69 A. 91 (1908). This principle has carried over into

statutory law. 21 P.S. §356, entitled "Agreements concerning real

property," provides:

All agreements in writing relating to real property
situate in this Commonwealth by the terms whereof
the parties executing the same do grant, bargain,

19
J-A09034-14

sell, or convey any rights or privileges of a
permanent nature pertaining to such real property,
or do release the grantee or vendee thereunder
against damages which may be inflicted upon such
real property at some future time, shall be
acknowledged according to law by the parties
thereto or proved in the manner provided by law,
and shall be recorded in the office for the recording
of deeds in the county or counties wherein such real
property is situate.

D First Citizens Nat. Bank v.

Sherwood, 817 A.2d 501, 504 (Pa.Super.2001), reversed on other

grounds, 879 A.2d 178 (Pa.2005), and therefore must be recorded with the

Constructive Notice as Result of

such agreements shall be to give constructive notice to subsequent

Furthermore, the County Code requires the Recorder of Deeds to maintain

recorded deeds. . .in said indexes. . .shall be notice to all persons of
75
.

These authorities leave no doubt that at the time of settlement in

2005, McClain and Prince were under constructive notice of the 2002 deed of

consolidation. The trial court thus had ample reason to treat McClain and

75
See also Mid-State Bank & Trust Co. v. Globalnet Inel. Inc., 735
A.2d 79, 85 (Pa.1999) (party is on constructive notice where he could have
learned of facts which might affect title and also by what appeared in
appropr
20
J-A09034-14

Prince as knowing of and accepting consolidation of Lots A and B in the legal

description of the property.

In an attempt to avoid the impact of the 2002 deed of consolidation,

McClain and Prince argue that this deed only applies to Lot A but not to Lot

B. McClain and Prince claim:

1. A neighborhood plot plan that Michael Powers provided to McClain

prior to the agreement of sale includes a diagram stating that Lot B is
76

2. The former land of Rush Touton shares a boundary with Lot A and

is immediately t

3. The 2002 deed of consolidation states that the entire property being

described is bounded by the former land of Rush D. Touton.

4. The land being conveyed, of course, cannot be bound by itself.

5. By process of elimination, only Premises "A" is conveyed by the

consolidation deed.

77
the detailed courses and

distances in the deed, along with its introductory statement of intent, make

clear that the deed consolidated two previously separate lots, lots A and B,

into one parcel. Moreover, the same details provide a complete closed

description of the property, i.e., a complete description of every inch of the

76
Exhibit P-6 (neighborhood plot plan).
77
Brief for Appellees, p. 35.
21
J-A09034-14

property but not one i

of the deed of consolidation to Lot A.

To reiterate, we hold that the parties made a mutual mistake in the

2005 deed by limiting its legal description to Lot A. The trial court properly

reformed the legal description to define a single consolidated parcel in

notice of the 2002 deed of consolidation. McC

argument that the 2002 deed only pertains to Lot A is devoid of merit.

V.

estopped from

other words, McClain and Prince assert that (1) the Powers verbally

promised prior to the agreement of sale that the property had two separate

lots, (2) the Powers conveyed a deed at closing with an A/B description that

somehow was replaced by a different deed that was recorded, (3) McClain

the Powers cannot renege on their promise under the doctrines of estoppel

by deed78, estoppel by warranty79 and promissory estoppel80.

78
See Daley v. Hornbaker, 472 A.2d 703, 705-06 (Pa.Super.1984) (a
grantor is estopped from denying the validity of his deed as against the
grantee).
22
J-A09034-14

alleged promises prior to the agreement of sale, since the integration clause

in the agreement of sale superseded any alleged prior oral representations.81

See Brinich v. Jencka

parties to an agreement adopt a writing as the final and complete expression

of their agreement, alleged prior or contemporaneous oral representations or

agreements concerning subjects that are specifically covered by the written

Nor can McClain and Prince obtain relief on the ground that the deed

conveyed at the 2005 closing had an A/B description, and that they relied on

-

serving testimony about the nature of the deed conveyed at closing. As

79
See 21 P. A covenant or agreement by the grantor or grantors, in
any deed or instrument in writing for conveying or releasing land that he,

the same effect as if the grantor or grantors had covenanted that he or they,
his or their heirs and personal representatives or successors, will forever
warrant and defend the said property, and every part thereof, unto the
grantee, his heirs, personal representatives and assigns, against the lawful
80
See V Tech Services, Inc. v. Street, 72 A.3d 270, 276
(Pa.Super.2013) (to maintain promissory estoppel action, claimant must
prove that: (1) the promisor made a promise that it should have reasonably
expected would induce action or forbearance on the part of the promisee,
(2) the promisee actually took action or refrained from taking action in
reliance on the promise, and (3) injustice can be avoided only by enforcing
the promise).
81
Exhibit P-
the whole agreement between Seller and buyer and there are no other
terms, obligations, covenants, representations, statements or conditions,
oral or otherwise of any kind whatsoever
23
J-A09034-14

stated above, the trial court was silent as to whether it believed this

testimony. Since the trial court did not make an affirmative finding that it

credited this testimony, we, as an appellate court, cannot hold that this

testimony formed the basis for an estoppel claim.

verdict improperly exceeds the scope of the specific relief [that they]

asked for a specific form of relief in their complaint reformation of the

deed to provide an A/B legal description and therefore the court had no

power to reform the deed in a different fashion. We disagree. When a court

reforms a deed on the basis of mutual mistake, it must reform the deed to

reflect the intent of the parties. Dudash, supra. Reforming the deed in

this manner might result in a different deed than the moving party wants,

but that is the risk that the party takes when it requests reformation. Id.

As we reasoned above, we think that the manner in which the court

reformed the deed was consist

is all that McClain and Prince can ask for.

In their fourth argument on appeal, McClain and Prince contend that

compel the recording of a deed contrary to Lower Merion

decision violated an ordinance that requires registration of deeds with the

24
J-A09034-14

township prior to recording. This ordinance, however, has not been in effect

since 2008. See 21 P.S. § 338.9 (2008 act that repealed statute permitting

townships to require registration of deeds prior to recording). Thus, the

Even if the ordinance remained in effect in 2013, we know of no law

that prohibits a court sitting in equity from reforming a deed in a manner

that overrides a local ordinance. Furthermore, McClain and Prince admit that

s ordinances are in

aggrieved by any violation of the ordinance and thus lack standing to

enforce the ordinance in this action.

In their sixth argument on appeal, McClain and Prince assert that the

court erred by denying the request in Count III of the complaint to strike the

2010 deed of correction. This issue does not warrant relief. McClain and

the world that they acquiesced to this erroneous deed. Otherwise they will
82
These empty phrases do not establish that

they suffered tangible prejudice as a result of the 2010 deed.

In their seventh argument on appeal, McClain and Prince assert that

the 2010 deed of correction eliminates their rights to the entire parcel. This

is incorrect. The 2010 deed did not strip them of ownership of the property;

82
Brief for Appellants, p. 32.
25
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it merely consolidated the property into one parcel. And while the 2010

deed failed to mention that they are joint tenants with right of survivorship,

the 2013 deed reinstates this language and thus cures any possible

prejudice to their rights.

In their eighth argument on appeal, McClain and Prince state that the

2013 deed of corre

2013 deed properly reinstates McClain and Prince as joint tenants with right

of survivorship and properly consolidates the property into one parcel.

Finally, in their ninth argument on appeal, McClain and Prince claim

that the Powers do not have the ability to execute deeds of correction

because they do not hold title. Perhaps they do not have the ability on their

own, but the court vested them with the authority to execute a deed of

correction within its 2013 order. We see no reason why the court cannot

equitable power of reformation.

Order affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.
Prothonotary

Date: 9/18/2014

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