J. A01005/15
2015 PA Super 65
IN RE: ESTATE OF FRED H. NAVARRA : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
SANDRA ROBERTS NAVARRA, :
BY HER AGENT, CHRYSTIE CLARKE :
:
v. :
:
RICHARD E. NAVARRA, EXECUTOR OF :
THE ESTATE OF FRED H. NAVARRA :
AND THE ALLEGHENY GROUP, INC. :
:
APPEAL OF: RICHARD E. NAVARRA, : No. 571 WDA 2014
:
Appellant :
Appeal from the Order Entered March 10, 2014,
in the Court of Common Pleas of Lawrence County
Civil Division at No. 100 of 2012, O.C.
BEFORE: FORD ELLIOTT, P.J.E., DONOHUE AND ALLEN, JJ.
OPINION BY FORD ELLIOTT, P.J.E.: FILED APRIL 06, 2015
Appellant, Richard E. Navarra, appeals the granting of a Petition for
Declaratory Judgment filed by appellee, Chrystie Clarke. Finding no error,
we affirm.
The trial court has accurately summarized the factual background:
On December 30, 1983 Fred Navarra married
Sandra Roberts, and she assumed his surname.
Following their marriage, Fred and Sandra lived
together in their marital home located on Phillips
School Road, Wilmington Township, Pennsylvania.
Fred and Sandra both had children from prior
marriages, and their union created an extensive
blended family.[Footnote 1] Over time,
J. A01005/15
Sandra began displaying increasingly aggressive
signs of dementia, and Fred suffered physically
debilitating symptoms from a severe automobile
accident that occurred in 2007. For several years,
Fred and Sandra employed in-home caregivers to
assist them on a daily basis. On January 29, 2007,
Sandra’s daughter, Chrystie Clarke (hereinafter,
“Clarke”), was appointed as Sandra’s Agent under a
durable power of attorney. On May 14, 2007,
Nickolas F. Paolini was appointed as Fred’s agent
under a durable power of attorney. On
December 31, 2009, Mr. Paolini and Clarke executed
a Stock Purchase Agreement, wherein 160,607
shares of Allegheny Group, Inc. were sold for
$2.41 per share. The funds received were intended
to pay for costs associated with Fred and Sandra’s in
home care, and made payable in equal halves to
Fred and Clarke, as Sandra’s Agent.
[Footnote 1] Richard Navarra (formerly
married to Chris Navarra),
Linda D’Augostine, JoAnne Navarra and
Charlene Navarra are the children of
Fred H. Navarra. Chrystie Clark and
Brent Young are the children of
Sandra R. Navarra.
Due to her mother’s dementia and Fred’s
declining physical health, Clarke believed that
Sandra was not receiving proper care at the marital
residence, and Clarke moved Sandra into an assisted
living facility on November 11, 2009. Fred opposed
Sandra’s relocation, but lacked the physical willpower
or legal authority to oppose Clarke’s decisions as her
mother’s agent.
Shortly thereafter, on December 4, 2009,
Clarke filed a Petition for Adjudication of Incapacity
relative to her mother Sandra. This action was
commenced at case number 109 of 2009, Orphans
Court. Following a hearing held on January 11,
2010, Sandra Navarra was declared incapacitated,
and Clarke was appointed Plenary Guardian of the
Person of Sandra Navarra.[Footnote 2] On July 24,
-2-
J. A01005/15
2012 Fred Navarra died. Upon Fred’s death, his
children became beneficiaries of seventy percent of
Sandra’s estate. Therefore, on November 29, 2012,
a Motion for Leave to Intervene was filed in the
guardianship action on behalf of Richard Navarra,
Chris Navarra, Linda D’Augostine, JoAnne Navarra
and Charlene Navarra (hereinafter collectively
referred to as the “Navarra children”). In their
motion to intervene, the Navarra children requested
that Chrystie be directed to file an account of her
administration as Agent of Sandra Navarra. The
Navarra children’s request was based upon their
belief that Sandra had sufficient funds to pay her
monthly expenses and that these funds were being
mismanaged by Chrystie. The Navarra children
asserted that their belief was supported by the fact
that Chrystie initiated a support action against Fred
following Sandra’s relocation into an assisted living
facility.
[Footnote 2] Chrystie Clark’s [sic]
Petition for Adjudication of Incapacity
included a request for appointment of a
guardian of the estate of Sandra
Navarra, but this request was withdrawn
at the January 11, 2010 hearing.
On December 11, 2012 Clarke filed a Petition
for Declaratory Judgment at case number 100 of
2012, Orphans’ Court. In her Petition for
Declaratory Judgment, Chrystie specifically
requested the Court to make a determination
regarding ownership of the remaining proceeds from
the Stock Purchase Agreement entered into by
Fred Navarra, Clarke and Allegheny Group, Inc.
-3-
J. A01005/15
Trial court opinion, 2/18/14 at 1-3.1 The trial court resolved the Declaratory
Judgment action in favor of Clarke, ruling that the remaining proceeds under
the Stock Purchase Agreement payable to Fred Navarra belonged solely to
Sandra R. Navarra under a tenancy by the entireties theory. An order
denying appellant’s post-trial motion was entered on March 10, 2014. This
timely appeal followed.
Appellant raises the following issue on appeal:
Whether the language of the Stock Purchase
Agreement and the facts surrounding payment of the
stock redemption proceeds overcome a presumption
of entireties ownership[?]
Appellant’s brief at 4.
Appellant’s issue on appeal requires us to interpret the Stock Purchase
Agreement to determine if it severed the tenancy by the entireties held by
Fred and Sandra Navarra in the original shares of Allegheny Group, Inc. As
we are asked to interpret a contract, our standard of review is de novo and
our scope of review is plenary. Newman Development Group of
Pottstown, LLC v. Genuardi’s Family Market, Inc., 98 A.3d 645, 653
(Pa.Super. 2014). We find that the Stock Purchase Agreement left the
tenancy by the entireties intact.
When property is held by parties in the
entireties, the tenancy by the entireties can be
1
The pages of the trial court opinion are unnumbered; the page numbers
are by our count. We also note that the trial court opinion also deals with
other legal actions instituted by the parties. This appeal, however, pertains
solely to the Declaratory Judgment action.
-4-
J. A01005/15
severed by joint conveyance, express or implied
agreement, or divorce. Clingerman v. Sadowski,
513 Pa. 179, 183-84, 519 A.2d 378, 381 (1986)
(citations omitted). Historically, a tenancy by the
entireties “is a form of co-ownership in real and
personal property held by a husband and wife with
right of survivorship.” In re Gallagher’s Estate,
352 Pa. 476, 478, 43 A.2d 132, 133 (1945).
Moreover, “[i]ts essential characteristic is that each
spouse is seized per tout et non per my, i.e., of
the whole or the entirety and not of a share, moiety,
or divisible part.” Id. (citations omitted). Neither
spouse may unilaterally sever an estate held in the
entireties. Id. Further, when one spouse dies, the
surviving spouse does not take a new estate; “the
only change is in the properties of the legal entity
holding the estate.” Fazekas v. Fazekas, 737 A.2d
1262, 1264 (Pa.Super. 1999) (citation omitted).
During the duration of the entireties estate, either
spouse may act for both spouses as long as both
spouses share in the proceeds, and neither spouse
may appropriate property for the spouse’s own use
to the exclusion of the other spouse without first
obtaining the consent of the other spouse. Id.
(citations omitted).
In re Estate of Bullotta, 798 A.2d 771, 774 (Pa.Super. 2002).
Where property held by the entireties is sold, the proceeds of that sale
are themselves held by the entireties:
In the present case, the law is clear that the
mere sale of the Vermont vacation home does not
convert automatically the personal property received
as a result of the exchange, i.e., the cash received
from the sale, to a form of ownership other than
entireties property. See, Beihl [v. Martin, 236
Pa.], at 519, 84 A. 953 [1912] (entireties property
may be real or personal property); see also In re
Estate of Cambest, 756 A.2d 45, 53
(Pa.Super.2000) (an intention to create entireties
property is assumed from deposit of asset in both
names of husband and wife, without more, and from
-5-
J. A01005/15
fact of marital relationship). As this Court held in
Sterling v. Smith, 200 Pa.Super. 544, 189 A.2d
889 (1963), monies received from the sale of
entireties property are impressed with the status of
entireties property even where the funds are placed
into a bank account owned by only one spouse.
Sterling, 189 A.2d at 890-91. We reached this
conclusion because bank deposits payable to
husband and wife or to husband or wife, are
presumed to be tenancies by the entireties with all
the benefits relating to entireties ownership. Id.,
189 A.2d at 889. In matters of entireties property,
either spouse has the power presumptively to act for
both, so long as the marriage continues, without any
specific authorization, provided the proceeds of such
action inure to the benefit of both and the estate is
not terminated. Id., 189 A.2d at 889.
Johnson v. Johnson, 908 A.2d 290, 295-296 (Pa.Super. 2006). Finally,
there is a presumption under Pennsylvania law that property held by
husband and wife is held as a tenancy by the entireties and this presumption
can only be overcome by clear and convincing evidence that the property
was not intended to be held by the entireties. Id. at 296.
Appellant cites to language in the Stock Purchase Agreement as
indicative of an intent by the parties to sever the tenancy by the entireties:
2.01 Representations by the Selling
Shareholders. Each of the Selling Shareholders
represents and warrants that they are the joint
owners, free and clear of any encumbrances, of
the Corporations Shares, and that they shall
continue to be the owners until the Closing
Date. Each of the Selling Shareholders further
represents and warrants that there is no suit, action
or other proceeding seeking to restrain, prevent or
challenge the transaction contemplated herein or
otherwise questioning the validity or legality of such
-6-
J. A01005/15
transaction shall have been instituted and be
pending.
Stock Purchase Agreement at 2.01 (bolding emphasis added).
Appellant argues that the highlighted language coupled with the
division of the proceeds from the sale into two equal but separate income
streams manifests an intent to sever the tenancy by the entireties. 2 We
disagree.
First, the language in the Stock Purchase Agreement merely states
that the tenancy by the entireties in the stock shares themselves shall cease
as of the closing date. However, as previously noted, the tenancy by the
entireties continues in the proceeds of a sale of entireties property.
Second, the division of the proceeds into two separate income streams
does not manifest an intent to end the tenancy by the entireties; rather, it
reflects the fact that at the time the Stock Purchase Agreement was entered,
Fred and Sandra Navarra were each represented by separate agents
responsible for their care, and the monies were made payable directly to
each agent at each agent’s own address. (See Promissory Note at
paragraph 3.) The proceeds of the Stock Purchase Agreement were
nonetheless used for the mutual benefit of Fred and Sandra Navarra for their
in-home care. Moreover, the language of the Promissory Note which
provided for the divided income streams “promises to pay to the order of
2
A Promissory Note was executed by Allegheny Group, Inc. pursuant to the
Stock Purchase Agreement to provide payment for the shares.
-7-
J. A01005/15
“FRED HENRY NAVARRA AND SANDRA ROBERTS NAVARRA, husband and
wife.” (Promissory Note preamble (emphasis added).) As noted by
appellee, a conveyance of real or personal property to a husband and wife,
without more, creates a tenancy by the entireties. Plastipak Packaging,
Inc. v. DePasquale, 937 A.2d 1106, 1109 (Pa.Super. 2007).
Finally, we note that the Stock Purchase Agreement contains
integration clauses at paragraphs 4.05 and 4.08. Thus, to the extent that
appellant attempts to rely upon extrinsic evidence to show that the parties
intended to sever the tenancy by the entireties with the Stock Purchase
Agreement, we find that evidence barred by the parol evidence rule.3
An integration clause which states that a writing is
meant to represent the parties’ entire agreement is
also a clear sign that the writing is meant to be just
that and thereby expresses all of the parties’
negotiations, conversations, and agreements made
prior to its execution. Once a writing is determined
to be the parties’ entire contract, the parol evidence
rule applies and evidence of any previous oral or
written negotiations or agreements involving the
same subject matter as the contract is almost always
inadmissible to explain or vary the terms of the
contract.
PNC Bank, National Ass’n v. Bluestream Technology, Inc., 14 A.3d
831, 841-842 (Pa.Super. 2010) (citations omitted).
3
Appellant refers to other actions of the parties that indicate that at the
time of the Stock Purchase Agreement the parties “were squaring off into
Two (2) separate contentious camps, with complaints about each other’s
misappropriations of other entireties assets.” (Appellant’s brief at 14.)
-8-
J. A01005/15
In sum, we find that appellant failed to present clear and convincing
evidence that the parties intended to sever the tenancy by the entireties
with the Stock Purchase Agreement. We will affirm the order below.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 4/6/2015
-9-