J-A23036-16
NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P. 65.37
AGNES L. POLI, : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellee :
:
v. :
:
LAWRENCE A. POLI, :
:
Apellant : No. 1989 WDA 2015
Appeal from the Order Entered December 16, 2015,
in the Court of Common Pleas of Allegheny County,
Family Court, at No(s): FD 04-005021-002
BEFORE: LAZARUS, STABILE, and STRASSBURGER,* JJ.
MEMORANDUM BY STRASSBURGER, J.: FILED NOVEMBER 17, 2016
Lawrence A. Poli (Husband) appeals from the December 16, 2015,
order granting the petition for enforcement of equitable distribution order
filed by Agnes L. Poli (Wife). We affirm.
Husband and Wife married in 1985 and separated in 2004. On
September 20, 2004, Wife filed a complaint in divorce, seeking equitable
distribution of the parties’ assets.
The parties had a two-day trial in 2007 on their economic
claims before Master Patricia Miller (“Master Miller”), who issued
a recommendation to which exceptions were filed. The Honorable
Lawrence W. Kaplan disposed of said exceptions by remanding
the matter to Master Miller.
At issue on remand was the marital value of Husband’s
interest in certain assets of his mother’s estate (“Estate”).
Husband’s mother, Dolores M. Poli, died on April 21, 2001. The
executrix and heirs of the Estate executed a settlement
agreement (“Agreement”) in May 2002, wherein Husband, inter
alia, was entitled to receive 50% of any real estate (“Real
*Retired Senior Judge assigned to the Superior Court.
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Estate”) owned by the former Poli’s Restaurants, Inc. At the time
of the Agreement, (i) Husband’s 50% interest in the Real Estate
was valued at $435,000.00, and (ii) the total amount of assets
Husband was expected to inherit was $844,676.00.
On remand, Master Miller recommended that “[a]t the time
of closing on the sale of [the Real Estate], [H]usband shall pay
[W]ife $146,100, which is 50% of the marital increase in value.”
Additional exceptions were filed to the recommendation, which
the parties resolved via consent order with the Honorable Beth
A. Lazzara on September 18, 2009 (“Consent Order”).
The Consent Order provided, in pertinent part, as follows:
A. [Husband] shall pay [Wife] the following amounts
based on his net inheritance from his mother’s
estate, the Estate of Dolores M. Poli ... ;
a. $120,000 to [Wife], if his net inheritance is
$400,000 or greater;
b. $100,000 to [Wife], if his net inheritance is
between $300,000-$399,000;
c. $75,000 to [Wife], if his net inheritance is
between $200,000-$299,000; and
d. $50,000 to [Wife], if his net inheritance is
less than $200,000.
B. Said amount shall be paid by the Estate directly to
[Wife] prior to [Husband], his successors or heirs,
receiving from the Estate any and all distributions,
inheritances, advances, and /or monies of any kind;
... .
C. If [Husband’s] net inheritance is $50,000 or less,
the Estate shall pay [Wife] as much as possible up to
$50,000 from [Husband’s] inheritance; ... .
D. [Husband] shall not sell, gift, assign, or otherwise
transfer his inheritance from said Estate, whether
gross or net; ....
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F. If [Husband’s] net inheritance is less than
$200,000, [Husband] shall pay [Wife] $50,000 even
if his net inheritance is minimal or he has no
inheritance ... .
The Real Estate sold at a tax sale in 2013 for an amount
almost equivalent to the taxes owed on the property. The Estate
then closed on March 10, 2014, and by letter dated June 5,
2014, Wife inquired into the status of Husband’s inheritance. By
letter dated June 10, 2014, Wife was informed that Husband had
not received any additional inheritance, apparently as a result of
the failure to realize a profit from the sale of the Real Estate.
On February 11, 2015, Wife filed a Petition for
Enforcement of Equitable Distribution Order (“Petition”) seeking
enforcement of the Consent Order. Wife requested payment in
the amount of $120,000 because she believed, pursuant to the
Agreement, that Husband’s inheritance exceeded $844,000.
However, after conciliation with the Court on the Petition, Wife
reduced the amount she sought to $50,000.
The parties briefed the various issues presented by the
Petition and subsequently appeared before [the trial c]ourt for a
hearing on December 1, 2015. Following hearing, [the trial
c]ourt granted the Petition, entering an order on December 16,
2015 (the “Order”) that required Husband to pay Wife $50,000
and $3,000 in counsel fees. Husband filed a timely appeal and
Pa.R.A.P. 1925(b) statement from the Order. [The trial court
then filed an opinion pursuant to Pa.R.A.P. 1925(a).]
Trial Court Opinion, 2/22/2016, at 1-4.
Husband raises three issues for our review.
I. Whether the trial court erred in granting wife’s petition to
enforce equitable distribution order and in failing to grant
husbands’ motion to dismiss.
II. Whether the trial court erred in permitting the introduction of
and relying on parol evidence.
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III. Whether the trial court erred in failing to rule that Wife
received her payment from Husband during the parties’ marriage
when Husband received, and expended on the parties, amounts
from his inheritance.
Husband’s Brief at 5 (trial court answers and unnecessary capitalization
omitted).
We review these issues mindful of the following principles.
It is well established that absent an abuse of discretion on the
part of the trial court, we will not reverse an award of equitable
distribution. [In addition,] when reviewing the record of the
proceedings, we are guided by the fact that trial courts have
broad equitable powers to effectuate [economic] justice and we
will find an abuse of discretion only if the trial court misapplied
the laws or failed to follow proper legal procedures. [Further,]
the finder of fact is free to believe all, part, or none of the
evidence and the Superior Court will not disturb the credibility
determinations of the court below.
Lee v. Lee, 978 A.2d 380, 382-83 (Pa. Super. 2009) (quoting Anzalone v.
Anzalone, 835 A.2d 773, 780 (Pa. Super. 2003)).
Husband’s first claim of error is multifold. We begin with his
contentions that the trial court (1) misinterpreted the plain language of the
Consent Order and (2) erroneously held that it was a continuing contract;
thus, (3) “Wife’s enforcement action was untimely and barred by the statute
of limitations.” Husband’s Brief at 14-29. We note that resolution of these
issues necessarily requires discussion of Appellant’s second issue on appeal:
whether the court “erred in permitting the introduction of and relying on
parol evidence” in interpreting the Consent Decree. Husband’s Brief at 37-
39. We address these claims mindful of the following.
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A court may construe or interpret a consent decree as it
would a contract, but it has neither the power nor the authority
to modify or vary the decree unless there has been fraud,
accident or mistake ….
It is well-established that the paramount goal of contract
interpretation is to ascertain and give effect to the parties’
intent. When the trier of fact has determined the intent of the
parties to a contract, an appellate court will defer to that
determination if it is supported by the evidence.
When construing agreements involving clear and
unambiguous terms, this Court need only examine the writing
itself to give effect to the parties’ understanding. The court must
construe the contract only as written and may not modify the
plain meaning of the words under the guise of interpretation.
When the terms of a written contract are clear, this Court will
not rewrite it or give it a construction in conflict with the
accepted and plain meaning of the language used. Conversely,
when the language is ambiguous and the intentions of the
parties cannot be reasonably ascertained from the language of
the writing alone, the parol evidence rule does not apply to the
admission of oral testimony to show both the intent of the
parties and the circumstances attending the execution of the
contract.
A contract is ambiguous if it is reasonably susceptible of
different constructions and capable of being understood in more
than one sense. The court must determine as a question of law
whether the contract terms are clear or ambiguous. When acting
as the trier of fact, the court also resolves relevant conflicting
parol evidence as to what was intended by the ambiguous
provisions, examining surrounding circumstances to ascertain
the intent of the parities.
Lang v. Meske, 850 A.2d 737, 739–40 (Pa. Super. 2004) (citations and
quotation marks omitted).
Further,
[a] question regarding the application of the statute of
limitations is a question of law. … Our standard of review over
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questions of law is de novo and to the extent necessary, the
scope of our review is plenary as [the appellate] court may
review the entire record in making its decision. However, we are
bound by the trial court’s credibility determinations.
***
The statute of limitations for contracts is four years. 42
Pa.C.S. § 5525(a)(8). [T]he statute of limitations begins to run
as soon as the right to institute and maintain a suit arises.
However, [w]hen a contract is continuing, the statute of
limitations will run either from the time the breach occurs or
when the contract is terminated. The test of continuity, so as to
take the case out of the operation of the statute of limitations, is
to be determined by the answer to the question whether the
services were performed under one continuous contract, whether
express or implied, with no definite time fixed for payment, or
were rendered under several separate contracts.
K.A.R. v. T.G.L., 107 A.3d 770, 775–76 (Pa. Super. 2014) (citations and
quotation marks omitted).
Instantly, the trial court determined that the Consent Order was a
continuing contract on the basis that the unambiguous, plain language of the
document, specifically the term “net inheritance,” was evidence of the
parties intent that the sale of the Real Estate and closing of the Estate was
to be the triggering event for compliance with the Consent Order. Trial Court
Opinion, 2/22/2016, at 6-9. Accordingly, the court concluded that Wife’s
petition, filed within four years of the date the Estate closed, was not barred
by the statute of limitations. The court explained its rationale as follows.
The Consent Order is not reasonably susceptible to
multiple interpretations. It is, therefore, not ambiguous. The
Consent Order clearly states that Husband shall pay Wife
differing amounts of money based upon “his net inheritance from
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[his mother’s] estate.” It also clearly states that even if
Husband’s net inheritance is minimal or zero, he must pay Wife
$50,000. Consequently, the Consent Order’s plain language
required Husband to make payments to Wife (i) pursuant to the
sliding scale adopted therein and (ii) based upon his net
inheritance, which could not be known until after the Real Estate
sold and [the] estate closed.
[The trial court] makes no finding on the actual value of
Husband’s “net inheritance.” Wife, as set forth above, maintains
that pursuant to the Consent Order’s terms she is entitled to
$50,000. Husband does not dispute that amount. Instead, he
contends that the four year statute of limitations applicable to
contract actions bars Wife’s ability to enforce the Consent Order
and collect any monies, including $50,000. According to
Husband, Wife was required to seek enforcement of the Consent
Order, which was entered in 2009, by 2013. Her Petition,
presented in February 2015, is thus too late, Husband contends.
Such an argument appears to be premised upon the notion that
the value of Husband’s net inheritance was known at the time
the parties entered into the Consent Order and that Wife,
therefore, had no basis to wait until the Real Estate sold or [the]
estate closed before she presented her Petition.
The plain language of the Consent Order belies Husband’s
position. Not only does the Consent Order’s use of “net
inheritance,” rather than, for example, the “current valuation of
Husband’s inheritance” or some other similar language, defeat
Husband’s argument, but so too does the Consent Order’s use of
a sliding payment schedule. If the parties were to simply use the
estate’s or the Master’s, or some compromised value of
Husband’s inheritance at the time of the Consent Order to
determine Husband’s payment obligations to Wife, then they
would have had no need to agree to an indefinite payment
amount.
The [trial c]ourt believes, and the plain language of the
Consent Order supports, that, as set forth above, Husband’s net
inheritance - i.e., his final or totally conclusive inheritance
amount, which was the payment triggering event of the Consent
Order - could not be known until after the Real Estate sold in
2013 and [the] Estate closed in 2014. Only such an
interpretation of “net inheritance” acknowledges the actual
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meaning of those terms as well as the reality that the parties
created a sliding, and indefinite, payment schedule for resolution
of the exceptions to Master Miller’s recommendations. The
Consent Order is thus a continuing contract, … and Wife was
under no duty to present her Petition until after the Real Estate
sold and the Estate closed, i.e., until after it could be determined
what Husband’s net inheritance actually was. Because Wife
presented the Petition within four years of those events, it was
timely pursuant to 42 Pa.C.S. § 5525(a)(8).
Trial Court Opinion, 2/22/2016, at 6-8 (citations omitted).
We find no error in the trial court’s conclusions that the unambiguous
the language of the Consent Order established both a sliding scale and a
triggering event for payment of Husband’s net inheritance. Accordingly, as
the duties of Husband were ongoing, the contract was properly classified as
“continuing” and the statute of limitations did not bar Wife’s claim. See
Miller v. Miller, 983 A.2d 736, 742 (Pa. Super. 2009) (finding that a
postnuptial separation agreement, which provided that husband was solely
responsible for the mortgage, taxes and insurance on the marital property
until it was sold, was a continuing contract).
Related to the above analysis, in his second claim of error, Husband
alleges that the trial court erred in admitting and relying on parol evidence
to interpret the Consent Order. Specifically, Husband argues that, because
neither party argued that the Consent Order was ambiguous, the trial court
should not have permitted Wife to testify as to her understanding of the
meaning of “net inheritance,” Husband’s Brief at 38, nor should it have
permitted Wife to cross-examine Husband as to his understanding of the
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term, id. However, the trial court made clear that it found the language of
the Consent Order to be clear and, consequentially, did not rely on any parol
evidence in reaching its conclusion. Trial Court Opinion, 2/22/2015, at 8
(“Enforcing the plain language of the unambiguous Consent Order, i.e., a
continuing contract, was (i) appropriate under the circumstances, (ii) did not
violate any statute of limitation, and (iii) does not require the Court to rely
on any parol evidence.”). Accordingly, Husband’s argument to the contrary
is without merit and he is not entitled to relief on this issue.
We turn to the fourth issue subsumed in Husband’s first claim of error:
that Wife’s enforcement action was precluded by the doctrine of laches.
Husband’s Brief at 29-34.
The doctrine of laches is an equitable bar to the prosecution of
stale claims and is the practical application of the maxim that
those who sleep on their rights must awaken to the consequence
that they have disappeared. The question of whether laches
applies is a question of law; thus, we are not bound by the trial
court’s decision on the issue. The question of laches itself,
however, is factual and is determined by examining the
circumstances of each case.
We have outlined the parameters of the doctrine of laches
as follows:
Laches bars relief when the complaining party is
guilty of want of due diligence in failing to promptly
institute the action to the prejudice of another. Thus,
in order to prevail on an assertion of laches,
respondents must establish: a) a delay arising from
petitioner’s failure to exercise due diligence; and, b)
prejudice to the respondents resulting from the
delay. Moreover, the question of laches is factual and
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is determined by examining the circumstances of
each case.
Unlike the application of the statute of limitations, exercise of
the doctrine of laches does not depend on a mechanical passage
of time. Indeed, the doctrine of laches may bar a suit in equity
where a comparable suit at law would not be barred by an
analogous statute of limitations.
Moreover,
[t]he party asserting laches as a defense must
present evidence demonstrating prejudice from the
lapse of time. Such evidence may include
establishing that a witness has died or become
unavailable, that substantiating records were lost or
destroyed, or that the defendant has changed his
position in anticipation that the opposing party has
waived his claims.
Fulton v. Fulton, 106 A.3d 127, 131 (Pa. Super. 2014) (citations and
quotation marks omitted).
Consistent with his contention that the Consent Order was not a
continuing contract and was enforceable at the time it was entered, Husband
argues that laches applies herein because Wife knew in 2009 the amount of
Husband net inheritance yet “waited over five years and four plus months to
file her enforcement action.” Husband’s Brief at 31 (emphasis in original).
The trial court disagreed, stating as follows.
Here, Husband’s net inheritance became known after the Real
Estate’s sale in 2013 and the closing of [the] Estate in 2014.
The [trial c]ourt does not believe that Wife, who made inquiry
about the status of Husband’s inheritance less than three months
after the Estate closed and presented the Petition less than one
year after the Estate closed, improperly delayed in seeking
enforcement of the Consent Order. Moreover, Husband has not
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directed [the trial court] to any deceased or missing witness as a
result of the timing of Wife’s Petition. Nor has he identified any
missing records resulting from any alleged delay. He also failed
to present credible testimony at the Hearing of some other type
of prejudice he suffered by Wife’s presentation of the Petition in
2015.
Trial Court Opinion, 2/22/2016, at 11.
Accordingly, the court determined that Husband had failed to present
proof of a delay or prejudice such that laches would apply. We agree. As
previously stated, the valuation of Husband’s net inheritance, and calculation
of the applicable payment to Wife under the terms of the Consent Order,
could not be determined until sale of the Real Estate and closure of the
Estate. The Estate closed on March 10, 2014, and Wife inquired into the
status of Husband’s inheritance on June 5, 2014. By letter dates June 10,
2014, Wife was informed as to the details of the sale. Her petition to
enforce was filed eight months later, on February 11, 2015. We note that
Husband was under a duty to pay Wife her portion under the Consent Order
once the Estate was settled and failed to do so during those eight months.
Although we are not bound by the trial court’s determination, under these
circumstances, we cannot agree with Husband that Wife sat on her rights or
improperly delayed these proceedings.
Moreover, we reject Husband’s argument that he was prejudiced.
Claiming Wife had tacitly agreed by “established conduct” that “she had
already received more than her share of his inheritance during the
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marriage,” Husband claims that he relied on Wife’s “inaction in ordering his
economic affairs and meeting his financial obligations over [the period from
the date the Consent Order was entered in September of 2009 until the
closure of the Estate], with no indication that Wife would seek to pursue this
particular claim.” Husband’s Brief at 32. The language of the Consent Order
belies these claims. That it took a lengthy period of time to sell the Real
Estate and close the Estate (during which time Wife could not take action
under the terms of the Consent Order as Husband’s net inheritance was not
established) and that Husband did not during the ensuing four years make
appropriate arrangements to comply with the Consent Order once the Estate
was closed, does not serve to prejudice Husband such that laches applies.
Accordingly, we find no error in the conclusions of the trial court.
We now address the final issue subsumed in Husband’s first claim of
error: that Wife’s enforcement action was precluded by the doctrine of
equitable estoppel. Husband’s Brief at 34-36.
The doctrine of equitable estoppel requires proof that “a party by acts
or representation intentionally or through culpable negligence[ ] induce[d]
another to believe that certain facts exist and [that] the other justifiably
relie[d] and act[ed] upon such belief, so that the latter will be prejudiced if
the former is permitted to deny the existence of such facts.” Guerra v.
Redevelopment Auth. of City of Philadelphia, 27 A.3d 1284, 1290 (Pa.
Super. 2011) (citation omitted).
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Instantly, Husband claims that he relied detrimentally on Wife’s
implied position that “she had received her share of Husband’s inheritance
during the parties’ marriage and … was not going to pursue any action
relating to the … Consent Order.” Husband’s Brief at 36. In support of his
argument, Husband cites to testimony elicited at the Enforcement Hearing
regarding the hearing before Master Miller, where Wife “presented evidence
to value the interest of the inheritance” and “took the position in that
proceeding that [Husband] had received his inheritance and that she is
entitled to any increase in value.” N.T., 12/1/2015, at 45. We are
unconvinced by the evidence upon which Husband relies. The Consent Order
was entered after the parties’ master hearings. If the parties had believed
the issue of Husband’s inheritance had been settled previously, the Consent
Order would not have been necessary. As explained above, Wife’s alleged
“inaction” was due to the fact that the triggering events for enforcement of
the Consent Order had yet to occur. Accordingly, we find no error in the
trial court’s conclusion that Husband “did not adduce sufficient credible
testimony … to establish either that Wife induced him into believing he need
not comply with the Consent Order or that he relied on such inducement.”
Trial Court Opinion, 2/22/2016, at 10.
Finally, we turn to Appellant’s third claim of error, that the trial court
erred in failing to rule that Wife received her $50,000 payment from
Husband during the parties’ marriage. Husband’s Brief at 39-40.
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Specifically, Husband claims that, during the marriage he liquidated his
interest in his mother’s IRA accounts (“the only money [he] actually received
from his inheritance”), which he used to meet the parties’ living expenses
during the marriage. Id. at 40. Thus, he claims his obligation to Wife is
satisfied.
We disagree. Again, if Husband’s understanding of the parties’
financial dispute were correct, the Consent Order would have been
unnecessary. Moreover, the Consent Order’s focus on Husband’s net
inheritance belies his argument herein. Further, we note that Husband
admitted during the Enforcement Hearing that provision F of the Consent
Order awards Wife $50,000 in the event his inheritance is less than
$200,000 or if he receives no inheritance at all. Consent Order; N.T.,
12/1/2015, at 51. Accordingly, we discern no abuse of discretion in the trial
court’s findings on this issue.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 11/17/2016
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