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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
FRANK MARANO AND DONALD MARANO, : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellants :
:
v. :
:
:
FULTON BANK, N.A. D/B/A FULTON :
FINANCIAL ADVISORS AND FULTON :
FINANCIAL ADVISORS, N.A., :
:
Appellees : No. 3572 EDA 2013
Appeal from the Order Entered December 4, 2013
In the Court of Common Pleas of Montgomery County
Civil Division No(s).: 2013-26372
BEFORE: GANTMAN, P.J., JENKINS, and FITZGERALD,* JJ.
MEMORANDUM BY FITZGERALD, J.: FILED OCTOBER 29, 2014
Appellants, Frank Marano and Donald Marano, appeal from the order
entered in the Montgomery County Court of Common Pleas sustaining the
preliminary objections of Appellees, Fulton Bank, N.A., doing business as
Fulton Financial Advisors, and Fulton Financial Advisors, N.A. Appellants
suggest the trial court erred by enforcing a forum selection clause in the
parties’ promissory notes and transferring the case from Montgomery
County to Lancaster County without considering the Pennsylvania Rules of
Civil Procedure. We affirm.
*
Former Justice specially assigned to the Superior Court.
J. S36041/14
Given the procedural posture, we view the record in Appellants’ favor,
and set forth the following facts. See Gall v. Hammer, 617 A.2d 23, 25-26
(Pa. Super. 1992). Before joining Appellees1 as financial advisors,
Appellants worked for Wachovia Securities, Inc. Appellants’ Compl.,
8/22/13, at 3. Appellants and Appellees “executed . . . promissory note[s]
on December 17, 2008[,] which granted Appellant Donald Marano
$1,329,746.00 and Appellant Frank Marano $554,125.00 in consideration of
employment with Appellees.” Trial Ct. Op., 2/7/14, at 1 (capitalization
omitted).2 According to Appellants, financial advisors typically execute
promissory notes with their employers:
[Appellees] would pay bonuses to [Appellants, who] would
conditionally agree to repay the bonuses as set forth in the
promissory notes, but [Appellees] would progressively
reduce and ultimately eliminate the balance owing on the
promissory notes during the course of [Appellants’]
employment with [Appellees].
Appellants’ Compl. at 7.
The promissory notes contain a forum selection clause:
Governing Law; Jurisdiction. . . . For the purpose of any
suit, action or proceeding arising out of or relating to this
Note, [Appellees] and [Appellants] agree that the
jurisdiction and venue shall lie only in the Court of
1
We acknowledge the numerous record references to Appellee Fulton
Financial Advisors, N.A., only. For the sake of convenience, this Court will
use “Appellees” to refer to either one or both of the defendants.
2
Although dated February 3, 2014, the trial court’s opinion was docketed on
this date.
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Common Pleas of Lancaster County or the Federal District
Court for the Eastern District of Pennsylvania and each of
[Appellees] and [Appellants] hereby irrevocably consents
and submits to the jurisdiction of such courts. [Appellees]
and [Appellants] irrevocably waive any objection which
[Appellees] or [Appellants] may now or hereinafter have to
the laying of the venue of any such suit, action or
proceeding brought in such court and any claim that such
suit, action or proceeding brought in such a courts [sic]
has been brought in an inconvenient forum.
Ex. C and Ex. D to Appellants’ Compl. The promissory notes can be
discharged only by a signed, written agreement:
12. Miscellaneous
* * *
(b) Amendment of Note. This Note may be modified,
amended, discharged or waived only by an agreement in
writing signed by the party against whom enforcement of
any such modification, amendment, discharge or waiver is
sought.
Id.
After Appellants left Wachovia to join Appellees as financial advisors,
Wachovia pursued legal action before the Financial Industry Regulatory
Authority (“FINRA”) against, inter alia, Appellees and Appellant Frank
Marano, but not Appellant Donald Marano. Appellants’ Compl. at 9. The
parties in the FINRA suit settled; the settlement agreement states in
relevant part:3
3
The Wachovia settlement agreement was filed under seal with this Court,
as well as the trial court. The parties, however, referred to or quoted from
the settlement agreement in their briefs, which were not filed under seal.
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[(6) Releases.]
* * *
(b) Wachovia, on the one hand, and [Appellees], on the
other hand, hereby release each other, as well as all of
their past, present, and future agents, representatives,
shareholders, principals, attorneys, affiliates, parent
corporations, subsidiaries, officers, directors, employees,
predecessors and successors and heirs, executors and
assigns, from any and all legal, equitable or other claims,
counterclaims, demands, setoffs, defenses, contracts,
accounts, suits, debts, agreements, actions, causes of
action, sums of money, reckonings, bonds, bills,
specialties, covenants, promises, variances, trespasses,
damages, extents, executions, judgments, findings,
controversies and disputes, and any past, present or future
duties, responsibilities, or obligations, from the beginning
of the world to the date hereof, which are now known or
unknown and arise out of, or which may, can, or shall arise
out of, or which have or ever had arisen out of, or which
could have arisen out of, the departure of Frank Marano,
Trotta, Cohn, Hoenninger, Reed, Nix, Katz, MacCormack,
Petruso, Frick and Hoffman from Wachovia employment
and their subsequent hiring and employment at
[Appellees], including, without limitation, any and all
claims and counterclaims which have been or could have
been raised in the FINRA Action, the Gonter Action or
elsewhere, including but not limited to any and all claims
for injunctive relief, conversion, misappropriation of trade
secrets, breach of fiduciary duty, breach of contract, unfair
competition, interference with contractual and/or
prospective relationships, raiding, and any and all other
claims, counterclaims, and/or third-party claims of any
kind, which have been, or could have been asserted by any
party hereto in any court, arbitration, or other forum
involving the subject matter of this Release.
Appellants’ Brief at 28-29 (emphases omitted) (quoting paragraph 6(b) of
settlement agreement). Wachovia, Appellees, and Appellant Frank Marano
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signed the settlement agreement. Appellant Donald Marano did not sign the
settlement agreement, as he was not a party to the FINRA action.
Subsequently, Appellants became dissatisfied with working for
Appellees, quit, and began working for Morgan Stanley. Ex. C to Appellees’
Prelim. Objections to Appellants’ Compl., 9/17/13. On August 22, 2013,
Appellants sued the underlying Appellees for fraud, negligent
misrepresentation, breach of contract, promissory estoppel, unjust
enrichment, and declaratory judgment. Appellants’ Compl. at 15-19. The
complaint alleged that based upon Appellees’ representations, Appellants
agreed to leave Wachovia, join Appellees, and execute the promissory notes.
Id. at 4, 8. Appellants averred that but for Appellees’ purported
representations, Appellants would not have executed the notes. Id.
Appellants’ complaint extensively discussed the promissory notes and
alleged that assuming the notes were valid, Appellees “breached the terms
of the promissory notes. . . .” Id. at 7-9. Appellants’ counts for fraud,
negligent misrepresentation, breach of contract, and declaratory judgment
each contain a paragraph alleging that Appellees are liable “assuming
arguendo the promissory notes are valid and otherwise enforceable.”4 Id. at
4
For example:
63. As set forth above, assuming arguendo that the
promissory notes are valid and otherwise
enforceable, [Appellees’] unlawful conduct [deprived
Appellants] of their right . . . to have the balance owing, if
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J. S36041/14
16-17, 19. The remaining claims of promissory estoppel 5 and unjust
enrichment derive from Appellees’ alleged misrepresentations. Appellants’
Brief at 25; see, e.g., Appellants’ Compl. at 9, 18 (alleging Appellees
breached terms of promissory notes and, inter alia, overcharged Appellants
thus unjustly enriching Appellees).
On September 17, 2013, Appellees filed preliminary objections
pursuant to Pa.R.C.P. 1028(a)(1), referencing the forum selection clause in
the promissory notes. On December 9, 2013, the court sustained Appellees’
preliminary objections and transferred the case to Lancaster County. On
December 11, 2013, Appellants timely appealed and timely filed a court-
ordered Pa.R.A.P. 1925(b) statement. See generally Pa.R.A.P. 311(c)
(stating appeal may be taken as of right from order changing venue).
Appellant raises the following seven issues:
1. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections finding that the forum
selection clause in the promissory notes requires
any, on the promissory notes fully satisfied, and causing
[Appellants] to incur damages in the amount of their
liability, if any, in respect to the promissory notes.
Appellants’ Compl. at 16 (emphasis added).
5
“Where there is no enforceable agreement between the parties because the
agreement is not supported by consideration, the doctrine of promissory
estoppel is invoked to avoid injustice by making enforceable a promise made
by one party to the other when the promisee relies on the promise and
therefore changes his position to his own detriment.” Crouse v. Cyclops
Indus., 745 A.2d 606, 610 (Pa. 2000) (citations omitted).
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[Appellants] to file causes of action unrelated to the
promissory notes in the Court of Common Pleas for
Lancaster County?
2. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections finding that “the
allegations in [Appellants’] complaint are directly related to
the notes executed by the parties” and that the “notes
govern [Appellants’] claims”?
3. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections and depriving
[Appellants] of their chosen forum even though
[Appellees] regularly conduct business within Montgomery
County, thereby making Montgomery County a proper
venue under Pa.R.C.P. 1006(b) and 2179?
4. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections finding that “[a]ny
argument that the settlement agreement and release
executed by the parties on June 10, 2009 released any and
all debts which arose out of [Appellants’] employment with
[Appellees] and has no venue selections clause is
meritless”?
5. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections [by] prematurely
finding that the “Release specifically exempts any claims
for recovery of any outstanding balances and any and all
affirmative claims and defenses that have been or could be
asserted by [Appellant] Frank Marano”?
6. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections in prematurely and
arguably dismissing [Appellants’] claims for declaratory
relief, which were not before the [trial] court, under the
settlement agreement and release (containing no forum
selection) without allowing [Appellants] the right to
discovery?
7. Did the trial court commit reversible error in sustaining
[Appellees’] preliminary objections in arguably adjudicating
[Appellants’] declaratory judgment claims which were not
before the [trial] court?
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J. S36041/14
Appellants’ Brief at 5-6 (reordered to facilitate disposition) (footnote and
some capitalization omitted).
We summarize Appellants’ arguments for their first two issues.6
Appellants contend that because they sued Appellees for breach of an
employment agreement, the forum selection clause in the promissory notes
does not apply. Specifically, Appellants claim that each of their counts “arise
out of [Appellees’] initial and ongoing failure to comply with the
representations [Appellees] made to [Appellants] regarding their
employment with Appellees.” Appellants’ Brief at 26. Appellants thus
suggest the subject matter of their complaint—Appellees’ failure to comply
with their purported representations—falls outside the scope of the
promissory notes’ forum selection clause. Id. In support of their
suggestion, Appellants cite Morgan Trailer Mfg. Co. v. Hydraroll, Ltd.,
6
Despite raising seven issues in their brief, Appellants divide their argument
into only three parts, thus violating Pa.R.A.P. 2119(a), which mandates that
“argument shall be divided into as many parts as there are questions to be
argued.” See Pa.R.A.P. 2119(a). We decline to quash, however. PHH
Mortg. Corp. v. Powell, ___ A.3d ___, ___, 2014 WL 4437646, *3 (Pa.
Super. Sept. 10, 2014) (declining to quash appeal despite numerous
violations of appellate briefing rules); see also Commonwealth v. Briggs,
12 A.3d 291, 343 (Pa. 2011) (“The briefing requirements scrupulously
delineated in our appellate rules are not mere trifling matters of stylistic
preference; rather, they represent a studied determination by our Court and
its rules committee of the most efficacious manner by which appellate
review may be conducted so that a litigant’s right to judicial review as
guaranteed by Article V, Section 9 of our Commonwealth’s Constitution may
be properly exercised.”).
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J. S36041/14
759 A.2d 926 (Pa. Super. 2000) (“Morgan”).7 Because Appellants have not
satisfied their requisite burden of proof, we discern no basis for relief.
We review “a trial court order sustaining preliminary objections based
upon improper venue for an abuse of discretion or legal error.” Stivason v.
Timberline Post & Beam Structures Co., 947 A.2d 1279, 1281 (Pa.
Super. 2008) (affirming application of contractual forum selection clause). If
venue is based upon the interpretation and application of a forum selection
clause in a contract, then we conduct a de novo review of the trial court’s
conclusions of law. Autochoice Unlimited, Inc. v. Avangard Auto Fin.,
Inc., 9 A.3d 1207, 1211 (Pa. Super. 2010) (“Autochoice”) (affirming grant
of preliminary objections based on, inter alia, venue lying in Florida because
parties agreed to forum selection clause in contract).8
With respect to forum selection clauses, the Autochoice Court
observed:
The modern and correct rule is that, while private parties
may not by contract prevent a court from asserting its
jurisdiction or change the rules of venue, nevertheless, a
court in which venue is proper and which has
jurisdiction should decline to proceed with the cause
when the parties have freely agreed that litigation
7
Appellants also quoted from Kelly v. Bear Stearns & Co., 2001 WL
1807360 (C.C.P. Phila. Dec. 18, 2001), a trial court decision that is not
binding on this Court. See Commonwealth v. Phinn, 761 A.2d 176, 179
(Pa. Super. 2000) (holding trial court decisions are not binding precedent).
8
The Autochoice Court also examined whether the plaintiff’s fraud claim
was barred by the gist-of-the-action doctrine. Autochoice, 9 A.3d at 1212.
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shall be conducted in another forum and where such
agreement is not unreasonable at the time of
litigation. Such an agreement is unreasonable only
where its enforcement would, under all circumstances
existing at the time of litigation, seriously impair [the]
plaintiff’s ability to pursue his cause of action. Mere
inconvenience or additional expense is not the test of
unreasonableness since it may be assumed that the
plaintiff received under the contract consideration for these
things. If the agreed upon forum is available to plaintiff
and said forum can do substantial justice to the cause of
action then plaintiff should be bound by his agreement.
Moreover, the party seeking to obviate the agreement
has the burden of proving its unreasonableness.
* * *
In light of these controlling principles from Central
Contracting and prevailing case law, a forum selection
clause in a commercial contract between business entities
is presumptively valid and will be deemed unenforceable
only when: 1) the clause itself was induced by fraud or
overreaching; 2) the forum selected in the clause is so
unfair or inconvenient that a party, for all practical
purposes, will be deprived of an opportunity to be heard;
or 3) the clause is found to violate public policy.
Id. at 1215 (citations omitted and emphases added) (quoting, inter alia,
Cent. Contracting Co. v. C.E. Youngdahl & Co., 209 A.2d 810, 816 (Pa.
1965)).
“[W]hen a written contract is clear and unequivocal, its meaning must
be determined by its contents alone. It speaks for itself and a meaning
cannot be given to it other than that expressed.” Steuart v. McChesney,
444 A.2d 659, 661 (Pa. 1982) (citation omitted). “Arise” is defined as, inter
alia, “to originate from a specified source.” Webster’s Third International
Dictionary 117 (1971); see also Mfrs. Cas. Ins. Co. v. Goodville Mut.
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J. S36041/14
Cas. Co., 170 A.2d 571, 573 (Pa. 1961) (“Goodville”) (defining “arising out
of” in insurance policy as “causally connected with, not proximately caused
by.”); see generally McCabe v. Old Republic Ins. Co., 228 A.2d 901,
903 (Pa. 1967) (holding phrase “arising out of” in insurance policy is
unambiguous, “clear and definite”). “Related” is defined as, inter alia,
“having relationship : connected by reason of an established or discoverable
relation.” Webster’s Third International Dictionary 1916 (1971).
For example, in Smay v. E.R. Stuebner, Inc., 864 A.2d 1266 (Pa.
Super. 2004), our Court construed a contract “requiring that the parties
arbitrate ‘[a]ny controversy or Claim arising out of or related to the
Contract.’” Id. at 1273. The Smay Court held that because the appellees
averred “the injury arose from the contract, their . . . claims clearly are
subject to arbitration.” Id.; accord Elwyn v. DeLuca, 48 A.3d 457, 463
(Pa. Super. 2012); Pittsburgh Logistics Sys., Inc. v. Prof’l Transp. &
Logistics, Inc., 803 A.2d 776, 782 (Pa. Super. 2002).
In Morgan, our Court examined the import of an international forum
selection clause binding the parties to litigation in England. Morgan, 759
A.2d at 927. The Morgan Court examined whether litigation in England
would “seriously impair” the plaintiff’s ability to pursue its contract and tort
causes of action. Id. at 930; see Autochoice, 9 A.3d at 1215. The Court
noted that all of the relevant employees resided in Pennsylvania, the plaintiff
had offices in Pennsylvania, most witnesses and documentary evidence were
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located in the United States, and one of the defendants was also located in
Pennsylvania. Id. at 931. Accordingly, the panel reversed the trial court’s
order enforcing the parties’ forum selection clause because the plaintiff’s
ability to pursue its claims in England would be “seriously impair[ed].” Id.;
see Autochoice, 9 A.3d at 1215. The Morgan Court also noted that even if
the clause did not impair the plaintiff’s contract claims, “pleading alternate
non-contractual theories is not alone enough to avoid a forum selection
clause if the claims asserted arise out of the contractual relation and
implicate the contract’s terms.” Morgan, 759 A.2d at 931 (citation
omitted).
Instantly, as noted above, the interpretation of the phrase, “For the
purpose of any suit, action or proceeding arising out of or relating to this
Note,” is at issue. Ex. C and Ex. D to Appellants’ Compl. (emphasis added).
“Arising out of” is an unambiguous, clear, and definite phrase. Cf. McCabe,
228 A.2d at 903. Any suit “originat[ing] from” the promissory notes or any
suit “having [a] relationship” with or “connected by reason of an established
or discoverable relation” to the promissory notes would be subject to the
forum selection clause. See Webster’s Third International Dictionary 117,
1916; see also Goodville, 170 A.2d at 573. Appellants’ complaint alleges
that if the promissory notes are “valid and otherwise enforceable,” then
Appellees are liable and “breached the terms of the promissory notes.”
Appellants’ Compl. at 7-9, 16-17. Because Appellants’ claims are premised
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on, inter alia, the validity and enforceability of the promissory notes, their
claims arise from or relate to the promissory notes and “clearly are subject”
to the forum selection clause. See Smay, 864 A.2d at 1273; Morgan, 759
A.2d at 931 (holding non-contract claims deriving from contractual
relationship and implicating contract are subject to forum selection clause);
see also Appellants’ Brief at 25.
Appellants also failed to establish the unreasonableness of the forum
selection clause. See Autochoice, 9 A.3d at 1215; Morgan, 759 A.2d at
931. Because Appellants elected not to challenge reasonableness before the
trial court, this Court cannot consider it.9 See Pa.R.A.P. 302. Appellants’
reliance on Morgan, therefore, is inapt. See Morgan, 759 A.2d at 930.
Accordingly, with respect to Appellants’ first two issues, we discern no error
of law or abuse of discretion by the trial court. See Stivason, 947 A.2d at
1281.
9
Given the relatively short distance between Montgomery and Lancaster
Counties, it seems unlikely Appellants’ ability to pursue their claims would be
impaired, unlike the plaintiff in Morgan. We note that in a recent decision
applying the doctrine of forum non conveniens, our Supreme Court observed
that the distance between Philadelphia and Bucks County is “mere[ly]
inconvenien[t],” but “as between Philadelphia and counties 100 miles away,
simple inconvenience fades in the mirror and we near oppressiveness with
every milepost of the turnpike and Schuylkill Expressway.” Bratic v.
Rubendall, ___ A.3d ___ 2014 WL 4064028, *7 (Pa. Aug. 18, 2014). We
take judicial notice that the distance between the county seats of
Montgomery and Lancaster Counties is sixty-six miles, a distance which
seems, at most, a minor inconvenience, but certainly not oppressive.
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For their third issue, Appellants suggest Appellees failed to establish
Montgomery County was an improper venue under the Rules of Civil
Procedure. Appellants claim that because Appellees have offices in
Montgomery County, it is a proper venue under Pa.R.C.P. 2179. Appellants
state that the trial court erred by giving undue weight to Appellees’ contacts
in Lancaster County under Pa.R.C.P. 1006(b) and 2179. We hold Appellants
are not entitled to relief.
In Midwest Fin. Acceptance Corp. v. Lopez, 78 A.3d 614 (Pa.
Super. 2013), this Court discussed venue as follows:
[V]enue is an incident of procedure. It is part of that body
of law which bounds and delineates the forum and the
manner and mode of enforcing a litigant’s rights. It is
distinguishable from and is not within the field of law,
known as substantive, which recognizes, creates and
defines rights and liabilities and causes of action. As a
matter of procedure, and not substantive law, venue is
considered a personal privilege belonging to the defendant
and can be waived by failing to raise an objection to venue
in timely filed preliminary objections or waived by written
agreement or waived by tacit agreement through
participation in the proceedings.
Id. at 628 (citations omitted). The principle that venue can be waived is
well-settled. See Cent. Contracting Co., 209 A.2d at 816 (holding, “a
court in which venue is proper and which has jurisdiction should decline to
proceed with the cause when the parties have freely agreed that litigation
shall be conducted in another forum and where such agreement is not
unreasonable at the time of litigation.” (citations omitted)); accord Atl.
Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Tex., 134 S. Ct.
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568, 581 (2013)10 (holding “enforcement of valid forum-selection clauses,
bargained for by the parties, protects their legitimate expectations and
furthers vital interests of the justice system” and thus, “a valid forum-
selection clause should be given controlling weight in all but the most
exceptional cases” (alteration and citations omitted)); M/S Bremen v.
Zapata Off-Shore Co., 407 U.S. 1, 9 (1972) (holding contractual forum-
selection “clauses are prima facie valid and should be enforced unless
enforcement is shown by the resisting party to be ‘unreasonable’ under the
circumstances”).
Instantly, as set forth above, Appellants waived in written
agreements—the promissory notes—any objections they had to venue in the
Lancaster County Court of Common Pleas:
10
The Atlantic Marine Court also made two observations:
First, the plaintiff’s choice of forum merits no weight.
Rather, as the party defying the forum-selection clause,
the plaintiff bears the burden of establishing that transfer
to the forum for which the parties bargained is
unwarranted. . . . Second, [w]hen parties agree to a
forum-selection clause, they waive the right to challenge
the preselected forum as inconvenient or less convenient
for themselves or their witnesses, or for their pursuit of
the litigation. . . .
Atl. Marine, 134 S. Ct. at 581-82. While we recognize “that federal court
decisions do not control the determinations of the Superior Court,” NASDAQ
OMX PHLX, Inc. v. PennMont Secs., 52 A.3d 296, 303 (Pa. Super. 2012),
decisions such as Atl. Marine remain persuasive authority on questions of
state law.
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[Appellees] and [Appellants] irrevocably waive any
objection which [Appellees] or [Appellants] may now or
hereinafter have to the laying of the venue of any such
suit, action or proceeding brought in such court and any
claim that such suit, action or proceeding brought in such
a courts [sic] has been brought in an inconvenient forum.
Ex. C and Ex. D to Appellants’ Compl. (emphasis added). Thus, when
Appellants agreed to the forum selection clauses, they waived any argument
that the trial court failed to adhere to Rules 1006(b) and 2179.11 See
Lopez, 78 A.3d at 628; accord Atl. Marine, 134 S. Ct. at 581-82;
Bremen, 407 U.S. at 9. Indeed, the Autochoice Court did not even
address the applicability of the procedural rules given its ruling that the
parties’ contractual forum selection clause applied. See Autochoice, 9 A.3d
at 1215-16.
For their last four issues, Appellants suggest that their claims are
outside the scope of the forum selection clause. Appellants refer this Court
to the release language within paragraph 6(b) of the Wachovia settlement
agreement resolving the FINRA action. Appellants maintain that language
negates all debts, including the promissory notes executed by Appellants
and Appellees. See Appellants’ Brief at 30. In other words, Appellants
opine the settlement agreement voided the promissory notes executed by
Appellants and Appellees. See id. at 26 (arguing Appellants are entitled to
11
Appellants apparently presume that when a contractual forum-selection
clause exists, courts are nonetheless required to comply with Rules 1006(b)
and 2179. Appellants cite no authority for this proposition.
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“a ruling that they do not owe [Appellees] any money under the promissory
notes because they have been released from all such obligations as a result
of the Wachovia Settlement Agreement.”), 30 (suggesting Appellees
released Appellants from any legal debts). We hold Appellants are due no
relief.
As set forth above, the standard of review is de novo. Autochoice, 9
A.3d at 1211. “[S]ettlement agreements are regarded as contracts and
must be considered pursuant to general rules of contract interpretation.”
Friia v. Friia, 780 A.2d 664, 668 (Pa. Super. 2001) (citation omitted). In
ascertaining the meaning of the settlement agreement, we must give effect
to the intent of the parties. Id. The intent of the parties is paramount, and
“the court will adopt an interpretation which under the circumstances
ascribes the most reasonable, probable, and natural conduct of the parties,
bearing in mind the objects manifestly to be accomplished.” Id. (quoting
Charles D. Stein Revocable Trust v. Gen. Felt Indus., Inc., 749 A.2d
978, 980 (Pa. Super. 2000)). Where the language of the agreement is plain
and unambiguous, the plain meaning of the words is determinative of the
parties’ intent. Id. (citation omitted). “A contract is deemed ambiguous if it
is reasonably susceptible [to] different constructions and capable of being
understood in more than one sense. Therefore, a contract will be deemed
unambiguous if reasonable persons could not differ as to the contract’s
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interpretation.” Purdy v. Purdy, 715 A.2d 473, 475 (Pa. Super. 1998)
(citation and quotation marks omitted).
Instantly, Appellants have not cited, and we are unaware of, any
reference to the record suggesting that Appellants and Appellees considered
the Wachovia settlement agreement—which resolved the FINRA action—as
also voiding any debt Appellants owed to Appellees. Indeed, the settlement
agreement is binding as between Wachovia and Appellees only. See
Settlement Agreement, at ¶ 6(b) (stating release is between “Wachovia, on
the one hand, and [Appellees], on the other hand, hereby release each
other” and their employees). The language does not release any debts, let
alone legal claims, between Appellants, “on the one hand,” and Appellees,
“on the other hand.” See id. This interpretation is the most reasonable,
probable, and natural given the intent of the settlement agreement to
resolve the FINRA action. See Friia, 780 A.2d at 668. Conversely, no
reasonable person could construe a settlement agreement resolving the
FINRA action as also releasing Appellants from their obligation to repay
Appellees the balance owed on the promissory notes. See id.; Purdy, 715
A.2d at 475. Such a construction is not the “most reasonable” construction.
See Friia, 780 A.2d at 668.
Further, the instant claims arise out of the departure of Appellants
from Appellees, and not Wachovia. See Ex. C and Ex. D to Appellants’
Compl. Moreover, Appellant Donald Marone did not sign the Wachovia
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settlement agreement or any other agreement to discharge the note. See
id. We reject Appellants’ interpretation of the settlement agreement and
thus agree with the trial court’s conclusion that Appellants’ claims are
subject to the forum selection clause. See Autochoice, 9 A.3d at 1211.
Accordingly, having discerned no abuse of discretion or error of law, we
affirm the order below. See Stivason, 947 A.2d at 1281.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 10/29/2014
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