J-A26019-16
2017 PA Super 5
PITTSBURGH LOGISTICS : IN THE SUPERIOR COURT OF
SYSTEMS, INC. : PENNSYLVANIA
:
Appellant :
:
:
v. :
:
: No. 1943 WDA 2015
B. KEPPEL TRUCKING, LLC :
Appeal from the Order December 1, 2015
In the Court of Common Pleas of Allegheny County
Civil Division at No(s): G.D.13-18152
BEFORE: BENDER, P.J.E., RANSOM, J., and MUSMANNO, J.
OPINION BY RANSOM, J.: FILED JANUARY 06, 2017
Pittsburgh Logistics Systems, Inc. (Appellant) appeals from the order
entered December 1, 2015, granting B. Keppel Trucking, LLC’s (Appellee)
petition to confirm an arbitration award and granting judgement thereon.
We affirm.
Appellant is a third-party logistics company that, among other
services, brokers transportation of freight between shippers and trucking
companies. See Pet. To Stay Arbitration 9/10/13. In September of 2009,
Appellant began doing business with Appellee, a large trucking company.
Keppel Dep., 12/3/15, 21:25. That month, an employee of Appellant called
to offer Appellee a load for pick-up. Spears Dep.,1/31/14, 8:23-9:10. The
parties orally agreed on the price of the shipment. Id. at 7:10. Appellee
then received a “carrier set-up packet” containing various forms, as well as
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the Motor Carrier Service Contract (“MCSC”). Id. at 10:20- 11:9. Appellee
signed and returned the documents to Appellant. Id. at 12:1-4.
Other carriers used Appellant’s web-based system, which enables
carriers to bid on loads posted by Appellant on behalf of its customers.
Homan Dep., 12/6/13, 23:5-16. If a carrier is awarded a shipment, the
carrier receives an email confirmation that contains a hyperlink to the
Appellant’s Carrier Terms of Use (”Terms of Use”). The Terms of Use do not
include an arbitration clause. See Carrier Terms of Use.
Regarding this first job, Appellee did not bid via the online system;
Appellant contacted Appellee directly. Spears Dep. at 8:23-9:10.
Nevertheless, twelve days after Appellee completed delivery, Appellant
emailed an award confirmation containing a hyperlink to the Terms of Use.
Id. at 9:11-20.
In May of 2012, Appellant contacted Appellee for assistance with
another client, Streamlite. Id. at 14:25, 15:1-25, 16:1-6. Appellant called
Appellee and other carriers for their pricing and ultimately awarded Appellee
the job. Id. Thereafter, Appellant received weekly email confirmations
arranging shipments for the following week. Keppel Dep. at 68:1-25, 69:1-
6. This practice continued until June 2012, when Streamlite abruptly went
out of business and Appellant stopped paying Appellee for shipments. Id. at
19:22-20:14. Appellant pursued legal action against Streamlite and was
able to recover a portion of Streamlite’s unpaid balance. See Affidavit of
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Ryan Boushell 5/13/14 at ¶ 10. Appellant offered Appellee $9,812.87, 19%
of the $50,513.15 owed to Appellee. Id. at ¶ 12.
Appellee refused payment and, on July 23, 2013, filed a demand for
arbitration against Appellant seeking payment of the full $50,513.15.
Appellant brought a Petition to Stay Arbitration pursuant to 42 Pa.C.S.A. §
7304(b), which the lower court denied. See Petition to Stay Arbitration,
10/21/13. The parties proceeded to arbitration, and ultimately Appellee was
awarded $50,952.09, plus $637.50 in costs. See Arbitration Award
2/20/15. Appellant filed a Petition to Vacate the Arbitration Award. On April
10, 2015, the Petition to Vacate was denied. Appellant filed an appeal,
which was quashed as premature. On December 1, 2015, the lower court
granted Appellee’s Petition to Confirm the Arbitration Award and entered
judgment in its favor. This appeal followed.
Appellant timely filed a court-ordered PA.R.A.P. 1925(b) statement.
The trial court issued a responsive opinion.
Appellant raises the following issue for review:
Did the Court of Common Pleas err in its denial of Appellant’s
Petition to Stay arbitration and in its subsequent confirmation of
the arbitration award were [sic] there was no enforceable
arbitration agreement between the parties?
Appellant’s Brief at 5.
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Appellant contends the trial court erred in compelling arbitration of
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Appellee’s claim for damages. Appellate courts employ a two-part test to
determine whether a trial court should have compelled arbitration: the court
must determine (1) whether a valid agreement to arbitrate exists, and (2)
whether the dispute is within the scope of the agreement. Pisano v.
Extendicare Homes, Inc., 77 A.3d 651, 654 (Pa. Super. 2013).
Appellant challenges the first part of this test. According to Appellant,
an arbitration award should not be enforced where it contemplates execution
by both parties, but not all parties sign. Appellant’s Brief at 16 (citing in
support Bair v. Manor Care of Elizabethtown, PA, LLC, 108 A.3d 94 (Pa.
Super. 2015)). Here, Appellant argues, it never signed the MCSC. Thus,
according to Appellant, the MCSC was merely a draft agreement and not
binding on the parties. Moreover, Appellant suggests that the parties never
operated under the terms of the MCSC. Appellant’s Brief at 16. Rather,
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Appellee asserts that Appellant has waived consideration of the claim it
presents on appeal, suggesting that (1) its claim first arose in the context of
interlocutory orders issued by the trial court, thus precluding appellate
consideration now, (2) Appellant asserts arguments contrary to those raised
before the trial court, and (3) Appellant has either omitted or stated issues
vaguely. See Appellant’s Brief at 11-14. We disagree. First, Appellant
could not pursue his appeal until entry of a final order or judgment, at which
time, all previous, interlocutory issues may be raised. See McNeil v.
Jordan, 894 A.2d 1260, 1266-67 (Pa. 2006). (noting that an appeal from
“the entry of judgment will be viewed as drawing into question any prior
non-final orders that produced the judgment”). Second, Appellant has
consistently maintained that the MCSC does not constitute a binding
agreement to arbitrate. See Petition to Stay, 10/8/13, ¶ 38. Thus, we
decline to dismiss Appellant’s claim as waived.
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according to Appellant, the Carrier Terms of Use governed their relationship.
Id.
An agreement to arbitrate is a contract. United Steelworkers of
America, AFL-CIO v. Westinghouse Elec. Corp (Bettis Atomic Power
Lab.), 196 A.2d 857, 859 (Pa. 1964). Our standard of review is de novo,
and our scope is plenary. Bair, 108 A.3d at 96 (quoting Bucks
Orthopaedic Surgery Assoc., P.C. v. Ruth, 925 A.2d 868, 871 (Pa.
Super. 2007)). The touchstone of any valid contract is mutual assent and
consideration. Bair, 108 A.3d at 96; Weavertown Transp. Leasing Inc.
v. Moran, 834 A.2d 1169, 1172 (Pa. Super. 2003).
Appellant’s reliance on Bair is misplaced. In Bair, following the death
of her mother, plaintiff, as executrix of her mother’s estate, commenced a
wrongful death action against the operator of her mother’s healthcare
facility. Bair, 108 A.3d at 95. The healthcare facility sought to enforce an
arbitration agreement signed by the plaintiff acting under power of attorney.
Id. Despite a signature line for both parties, the healthcare facility never
signed the agreement. Id. at 97. The trial court declined to enforce the
agreement, and the healthcare facility appealed. Id. at 96. This Court
affirmed, concluding that the failure of the defendant to sign the arbitration
agreement precluded the defendant from enforcing the agreement against
the plaintiff. Id. at 97. However, as noted by Appellee, this Court’s decision
was not rooted solely in the healthcare facility’s mere failure to sign the
arbitration agreement.
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“[t]he issue is not whether the arbitration agreement was signed
by the party sought to be bound, but whether there was a
meeting of the minds, that is, whether the parties agreed in a
clear and unmistakable manner to arbitrate their disputes.”
Appellee’s Brief at 17 (quoting Bair, 108 A.3d at 97; emphasis omitted).
Here, the lack of Appellant’s signature does not render the MCSC
invalid. The court in Bair noted, “[T]he absence of signatures is not fatal
unless required by law or by the intent of the parties…” Bair, 108 A.3d at
98; Shovel Transfer Storage, Inc., v. Pa. Liquor Control Bd., 739 A.2d
133, 136 (Pa. 1999) (“As a general rule, signatures are not required unless
signing of contract is expressly required by law or the intent of the
parties.”).
The contract language set forth in the MCSC does not explicitly require
Appellant’s signature. In the MCSC, the line preceding the signature lines
state, “In witness whereof, the parties, intending to be legally bound, have
set their hands and seals the day and year first above written.” See MCSC
Agreement at 12. This statement is not an express requirement for both
parties’ signatures. The phrase “legally bound” constitutes consideration for
the contract. Socko v. Mid-Atlantic Sys. Of CPA, Inc., 126 A.3d 1266
(Pa. 2015) (holding that the term “legally bound” is interpreted by 33 P.S. §
6 to supply the necessary consideration for an agreement.)
Appellant also references Franklin Interiors v. Wall of Fame Mgmt.
Co. Inc., 511 A.2d 761 (Pa. 1986) and Commonwealth v. On-Point Tech.
Sys., Inc., 821 A.2d 641 (Pa. Commw. Ct. 2003) in support of its argument
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that the MCSC is merely a draft, as Appellants did not sign the agreement.
However, both cases are distinguishable, as the contracts at issue included
explicit language requiring a signature. For example, in Franklin Interiors,
the Supreme Court determined that an explicit requirement flowed from
contractual language stating, “[t]his document does not become a final
contract until approved by an officer of Franklin Interiors.” Franklin 511
A.2d at 763. Similarly, in On-Point Tech., the Commonwealth Court
rejected a party’s contention that a binding contract was formed, where the
contracted language expressly required signatures. On-Point Tech, 821
A.2d at 643.
Moreover, there is clear evidence of Appellant’s intent to be bound by
the terms of the MCSC. At the beginning of their relationship, a
representative from Appellant’s company contacted Appellee and provided
them with the MCSC to sign and return. Furthermore, Appellant informed
Appellee that until Appellee signed and returned the MCSC, they would not
receive payment. Spears Dep. at 12:13-17. In contrast, Appellee did not
receive the Carrier Terms of Use agreement until two weeks after they
completed their delivery.
Appellant suggests that the Carrier Terms of Use controlled the
parties. We disagree. There is no evidence that the parties operated under
the Terms of Use agreement. During the course of their business, Appellee
never placed a bid via Appellant’s online system. Appellee did not receive
the Terms of Use in advance of their first job, and there is no evidence that
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the Terms of Use were negotiated or accepted. Rather, the terms were
forwarded to Appellee as a hyperlink in an email received by Appellee after
the job was accepted and completed. Based on the language in the MCSC
and the business practices between the two parties, the Terms of Use
agreement does not constitute a contract.
The MCSC constitutes a valid agreement to arbitrate and is binding
upon the parties. Thus, the trial court did not err in denying Appellant’s
Petition to Stay and confirming the subsequent arbitration award.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 1/6/2017
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