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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
SUNBELT RENTALS, INC., A NORTH : IN THE SUPERIOR COURT OF
CAROLINA CORPORATION : PENNSYLVANIA
:
Appellant :
:
:
v. :
:
: No. 662 WDA 2019
I&M LAND COMPANY, A :
PENNSYLVANIA GENERAL :
PARTNERSHIP, DIANA W. IRWIN, AN :
INDIVIDUAL, WYLIE IRWIN, AN :
INDIVIDUAL AND BONITA J. MOORE :
v. :
:
:
MB REALTY GROUP, INC., A NORTH :
CAROLINA CORPORATION :
Appeal from the Order Entered April 15, 2019
In the Court of Common Pleas of Westmoreland County Civil Division at
No(s): No 684 of 2017
BEFORE: SHOGAN, J., OLSON, J., and FORD ELLIOTT, P.J.E.
MEMORANDUM BY SHOGAN, J.: FILED JULY 21, 2020
Appellant, Sunbelt Rentals, Inc., a North Carolina Corporation, appeals
from the order that denied its motion for partial judgment on the pleadings,
granted the motion for partial judgment on the pleadings filed by Appellees,
I&M Land Company, a Pennsylvania general partnership, Diana W. Irwin,
Wylie Irwin, and Bonita J. Moore, and granted in part and denied in part the
supplemental motion for judgment on the pleadings filed by Intervenor, MB
Realty Group, Inc. We affirm.
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In July of 1999, Appellant’s predecessor, Nationsrent, entered into a
Lease agreement (“the Lease”) with Appellee I&M Land Company, in which
Appellant leased a parcel of land. Appellant and Nationsrent merged in 2006,
and Appellant assumed responsibilities under the Lease. Thereafter, the Lease
was amended three times.1 The relevant portions of the Lease are a “Tenant’s
Option to Purchase” in Section 12 and a “Right of First Refusal” in Section 13.
On August 11, 2016, Appellee and Intervenor entered into an
Agreement for the sale and purchase of the property.2 Intervenor reached
out to Appellant regarding the upcoming purchase and development, and
Appellant refused to cooperate with Intervenor and Cracker Barrel, insisting
that Appellant had the right to purchase the property under Section 12 of the
Lease.
On August 17, 2016, Appellee provided Appellant with the requisite
transfer notice pursuant to the right of first refusal in Section 13 of the Lease,
which Appellant received on August 22, 2016. Appellant did not file a counter
notice within twenty days as required under Section 13, which would have
indicated the desire to exercise the option to purchase. Appellee notified
____________________________________________
1 None of the amendments altered the two provisions of the Lease that are at
issue herein. Rather, they extended the terms of the Lease.
2Intervenor also memorialized, in a letter of intent, a separate agreement to
develop the property to be used as a Cracker Barrel restaurant.
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Appellant of its failure to timely respond, which constituted a waiver of the
right to first refusal.
On February 7, 2017, Appellant filed its complaint against Appellees
entitled: “Action to Quiet Title, For Declaratory Judgment and Other Relief.”
Appellees filed an answer and a counterclaim on May 4, 2017. Appellant filed
a reply and new matter on May 26, 2017. On June 28, 2017, Appellee filed a
reply to Appellant’s new matter.
On November 9, 2017, Intervenor filed its petition to intervene and a
third-party complaint, which was granted on February 5, 2018. Appellant filed
preliminary objections, and Intervenor filed an amended third-party
complaint.
On May 25, 2018, Appellant filed preliminary objections to Intervenor’s
third-party complaint. On August 13, 2018, the trial court entered an order
overruling, in substantial part, Appellant’s preliminary objections. On
September 6, 2018, Appellant filed an answer and new matter to the third-
party complaint. On September 6, 2018, Intervenor filed its reply to the new
matter.
All three parties filed various motions for partial judgment on the
pleadings. On April 16, 2019, the trial court filed an order and opinion, which
denied Appellant’s motion for partial judgment on the pleadings and granted
both Appellee’s and Intervenor’s motions for judgment on the pleadings as to
the request for declaratory judgment. Appellant filed this timely appeal. The
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trial court did not direct Appellant to file a Pa.R.A.P. 1925(b) statement, and
it relied upon its prior order and opinion in satisfaction of its obligations under
Pa.R.A.P. 1925(a).
Appellant presents the following issues for our review:
I. Did the Common Pleas Court commit an error of law in
interpreting the Lease to include a waiver of Sunbelt’s property
right in its continuing Option to Purchase pursuant to Section 12
of the Lease, when Sunbelt chose not to exercise its Right of First
Refusal under Section 13 of the Lease, and where the proposed
sale had not resulted in a purchase of the Property?
II. Did the Common Pleas Court commit an error of law in
considering matters outside the pleadings, when it granted
Defendants’ motion for judgment on the pleadings, and denied
Sunbelt’s motion for judgment on the pleadings?
III. In the alternative, if the Court did not err on issues (1) and
(2) above, did the Court commit an error of law in granting
judgment on the pleadings where the parties advanced more than
one reasonable interpretation of the Lease, creating an ambiguity
which should be resolved through extrinsic evidence which was
not part of the pleadings?
Appellant’s Brief at 10.
Although not raised by the parties, prior to addressing the merits of the
issues set forth, we sua sponte address the threshold question of the
appealability of the order before us because it affects the jurisdiction of this
Court. Brickman Group, Ltd. v. CGU Ins. Co., 829 A.2d 1160, 1163 (Pa.
Super. 2003). As a general rule, an appeal can be taken only from a final
order. In re Estate of Borkowski, 794 A.2d 388, 389 (Pa. Super. 2002).
Final orders are defined as orders that dispose of all claims and all parties.
Pa.R.A.P. 341.
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However, Pa.R.A.P. 311 provides that an appeal may be taken as of
right from “[a]n order that is made final or appealable by statute or general
rule, even though the order does not dispose of all claims and of all parties.”
Pa.R.A.P. 311(a)(8). The Declaratory Judgments Act includes the following
provision:
Courts of record, within their respective jurisdictions, shall have
power to declare rights, status, and other legal relations whether
or not further relief is or could be claimed. No action or proceeding
shall be open to objection on the ground that a declaratory
judgment or decree is prayed for. The declaration may be either
affirmative or negative in form and effect, and such declarations
shall have the force and effect of a final judgment or
decree.
42 Pa.C.S. § 7532 (emphasis added).
In Pa. Bankers Ass’n v. Pa. Dep’t of Banking, 948 A.2d 790, 798
(Pa. 2008), our Supreme Court addressed the finality of a declaratory
judgment order. The Court held that the declaratory judgment determination
was interlocutory and not an appealable final order “because [the appellants]
might still be able to obtain the relief they are seeking . . . based on one of
their alternative theories pending before the Commonwealth Court, the order
dismissing their challenge . . . had no practical effect upon the ultimate
decision in this case.” Id. at 798.
Here, the order on appeal resolved the ultimate issue of the parties’
rights under the Lease. Accordingly, Appellant lacks any other viable theory
of recovery. Hence, the declaratory judgment at issue constitutes a final,
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appealable order pursuant to Pa.R.A.P. 311(a)(8). Therefore, we will proceed
with our review of the issues presented by Appellant.
Appellant first argues that the trial court erred in concluding that
Appellant waived its right to exercise the option to purchase under Section 12
when it elected not to exercise its right of first refusal under Section 13.
Appellant’s Brief at 22-35. Essentially, Appellant claims that the Section 12
option to purchase is not limited or modified by the Section 13 right of first
refusal. Appellant contends that “[t]he parties intended for [Appellant] to
have a continuing property right in [the Section 12] Option to Purchase
unaffected by a proposed sale[, which triggered the Section 13 right of first
refusal,] unless that proposed sale actually came to fruition and resulted in a
purchase.” Id. at 28-29. Appellant concludes that the trial court erred in
determining that Appellant’s option to purchase under Section 12 is suspended
during a pending offer “regardless of whether the offer has expired, and/or
resulted in a purchase.” Id. at 34 (footnote omitted).
In reviewing the trial court’s grant of the motion for judgment on the
pleadings, our scope of review is plenary. Vetter v. Fun Footwear Co., 668
A.2d 529, 531 (Pa. Super. 1995) (en banc). Our standard of review for the
grant or denial of a motion for judgment on the pleadings is as follows:
[A]ppellate review of a trial court’s decision to grant or deny
judgment on the pleadings is limited to determining whether the
trial court committed an error of law or whether there were facts
presented which warrant a jury trial. In conducting this review,
we look only to the pleadings and any documents properly
attached thereto. Judgment on the pleadings is proper only where
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the pleadings evidence that there are no material facts in dispute
such that a trial by jury would be unnecessary.
In passing on a challenge to the sustaining of a motion for
judgment on the pleadings, our standard of review is limited. We
must accept as true all well pleaded statements of fact of the party
against whom the motion is granted and consider against him only
those facts that he specifically admits. We will affirm the grant of
such a motion only when the moving party’s right to succeed is
certain and the case is so free from doubt that the trial would
clearly be a fruitless exercise.
John T. Gallaher Timber Transfer v. Hamilton, 932 A.2d 963, 967 (Pa.
Super. 2007).
Our standard of review in a declaratory judgment action is
narrow. We review the decision of the trial court as we would a
decree in equity and set aside factual conclusions only where they
are not supported by adequate evidence. We give plenary review,
however, to the trial court’s legal conclusions. In reviewing a
declaratory judgment action, we are limited to determining
whether the trial court clearly abused its discretion or committed
an error of law. Judicial discretion requires action in conformity
with law on facts and circumstances before the trial court after
hearing and consideration. Consequently, the court abuses its
discretion if, in resolving the issue for decision, it misapplies the
law or exercises its discretion in a manner lacking reason.
Jarl Inv., L.P. v. Fleck, 937 A.2d 1113, 1121 (Pa. Super. 2007) (internal
quotations and citations omitted).
In addition, we are mindful that a lease is a contract interpreted
according to contract principles. Kmart of Pennsylvania, L.P. v. MD Mall
Associates, LLC, 959 A.2d 939, 943 (Pa. Super. 2008). A fundamental rule
in construing a contract is to ascertain and give effect to the intent of the
contracting parties. Id. The intent of the parties in a written contract is
contained within the writing itself. Id. at 944. When the contract is clear and
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unambiguous, the meaning of the contract is ascertained from the writing
alone. Id. Moreover,
[i]t is well-settled that clauses in a contract should not be read as
independent agreements thrown together without consideration
of their combined effects. Terms in one section of the contract,
therefore, should never be interpreted in a manner which nullifies
other terms in the same agreement. Furthermore, the specific
controls the general when interpreting a contract.
Southwestern Energy Production Co. v. Forest Resources, LLC, 83 A.3d
177, 187 (Pa. Super. 2013) (quoting Trombetta v. Raymond James
Financial Services, Inc., 907 A.2d 550, 560 (Pa. Super. 2006)).
Appellees and Appellant’s predecessor entered into the Lease on July
29, 1999, which governs this matter. Section 12 of the Lease set forth
Appellant’s option to purchase the premises, in relevant part, as follows:
SECTION 12
TENANT’S OPTION TO PURCHASE
Tenant shall have the right to purchase the Premises at any
time during the Term of this Lease upon giving notice in writing to
Landlord (the “Purchase Notice”) prior to the expiration of the
original Term or any Extension Term hereof of Tenant’s intention
to purchase the Premises. ... If Tenant exercises this Option to
Purchase, then Tenant shall purchase and Landlord shall sell the
Premises upon the terms and conditions set forth on the Terms
for sale and Purchase attached hereto as Exhibit “E” (the
“Purchase Terms”). ...
Lease, 7/29/99, at 16, Section 12.
In addition, Section 13 of the Lease presents the following specific
conditions relevant to Appellant being presented with an offer to purchase
from a third party buyer:
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SECTION 13
RIGHT OF FIRST REFUSAL
If during the Term of any Extension Term of this Lease,
Landlord shall have received a bona fide arm’s length offer to
purchase the Premises which is acceptable to Landlord (the
“Offer”) from any third party (the “Transferee”), Landlord shall
send a notice (herein referred to as the “Transfer Notice”) to
Tenant. The Transfer Notice shall set forth the exact terms of the
Offer so received, together with a copy of the Offer, and shall state
the desire of Landlord to sell the Premises on such terms and
conditions. Thereafter, Tenant shall have the right and option to
purchase the Premises at the price and upon the terms and
conditions specified in the Offer. If Tenant desires to exercise its
option, it shall give notice (the “Counter Notice”) to that effect to
Landlord within twenty (20) days after receipt of the Transfer
Notice. Such Counter Notice shall be accompanied by a letter
acknowledging Tenant’s agreement to be bound by the terms and
conditions of the Offer. Such Counter Notice shall set forth a date
not later than sixty (60) days from the service of the Counter
Notice on which the closing shall be held. The Tenant’s failure to
give a timely Counter Notice (or notice of its refusal to purchase)
shall be deemed a waiver of its option to purchase the Premises
pursuant to the Offer, but shall not be deemed a waiver of its
option to purchase the Premises pursuant to any modification of
the Offer or any future offers. Tenant’s rights under this Section
13 are assignable to any person or entity which is or would be a
permitted assignee pursuant to Section 9 hereof. Tenant’s failure
to, or its election not to, exercise its right of first refusal hereunder
shall not affect the continued enforceability of the option to
purchase provided in Section 12 hereof (provided only that the
third party making the bona fide arm’s length offer to purchase
the Premises does not purchase the Premises).
Lease, 7/29/99, at 16-17, Section 13.
In addressing the parties’ petitions for judgment on the pleadings, the
trial court offered the following analysis:
Looking to the [L]ease, the terms appear plain and
unambiguous. Section 12 provides a detailed process outlining
[Appellant’s] option to purchase the property during the pendency
of the Lease. Section 13 details the process required should
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[Appellee] desire to sell the property to a third party. It provides
for the acceptance or waiver of a right of first refusal option for
[Appellant]. The key phrase of Section 13 reads as follows:
“Tenant’s failure to, or its election not to, exercise the right of first
refusal hereunder shall not affect the continued enforceability of
the option to purchase provided in Section 12 hereof (provided
only that the third party making the bona fide arm’s length offer
to purchase the Premises does not purchase the Premises.)”
[Appellant] argues that since the contract provides for the
continued enforceability of its Section 12 purchase option, even
after the time has passed for exercising its right of first refusal,
that it has the right to purchase the property pursuant to Section
12 while [Appellees’] sale to Intervenor is still pending, but not
yet consummated. This reading however, entirely ignores the
parenthetical clarification that this sentence only has effect if the
third party “does not purchase” the property. It is undisputed that
[Intervenor] and [Appellees] entered into a Purchase Agreement
on August 11, 2016, which [Appellant] was aware of when it
received the Transfer Notice, and subsequently failed to exercise
its right of first refusal under Section 13.
[Appellant] points to the case of Amoco Oil Co. v. Snyder,
which contains a similar but distinct factual pattern. 478 A.2d 795
(Pa. 1984). In Amoco, the Pennsylvania Supreme Court
interpreted a similar lease contract, which contained a purchase
option for the tenant along with a third-party purchase clause
which contained a right of first refusal. Id. at 796. The Court
found that the tenant had the right to exercise the purchase option
even after it had waived its right of first refusal, while a third party
sale offer was still pending. Id. at 78. The crucial distinction here
is that the Amoco lease contained no terms limiting the purchase
option during the pendency of the third party sale. Id. The
present Lease does contain a restriction on the Section 12 option,
which goes back into effect after waiver of the right of first refusal
“provided only that the third party making the bona fide arm’s
length offer to purchase the Premises does not purchase the
Premises.”
Failure of the [c]ourt to give effect to the parenthetical
language would entirely nullify its clear purpose in barring the
Section 12 option if a third party is in the process of purchasing
the property. Allowing [Appellant] to exercise the Section 12
option at any point up until the actual consummation of the sale
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would invalidate the parenthetical [language] for all practical
intents and purposes, and it would thus be an inappropriate
reading of the Lease. When read together, Sections 12 and 13
clearly read that the Section 12 option will only reactivate upon
the third party’s failure to purchase the property. As such, it is
clear under the Lease that [Appellant] cannot exercise its Section
12 option while a sale is pending with a third party, as is the case
based upon the Agreement of Sale between [Appellee] and
[Intervenor] which is still in effect, and so [Appellant] has no right
to purchase the property at this time.
Trial Court Opinion, 4/15/19, at 4-5. We are constrained to agree.
Our review of the certified record reflects that on August 17, 2016,
Appellee sent Appellant notice that it intended to sell the Premises to
Intervenor for the sum of $3,000,000. Complaint, 2/2/17, at Exhibit 12. On
September 6, 2016, Appellant sent correspondence to Appellee indicating it
was undecided regarding whether it would deliver a counter notice pursuant
to Section 13 of the Lease. Id. at Exhibit 13. On September 13, 2016,
Appellee sent Appellant a letter indicating that, due to the fact that twenty
days had elapsed from the date of the transfer notice, Appellant had waived
its right of first refusal pursuant to Section 13. Id. at Exhibit 14. Thus,
Appellant failed to timely exercise its right of first refusal. However, Appellant
asserts its failure to act under Section 13 did not extinguish its right to
purchase under Section 12.
Upon review of the portions of the Lease set forth above, and taking into
account all of the pertinent language and accompanying restrictions, we
conclude that Section 13 contains language that precludes Appellant from
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exercising the Section 12 option to purchase under particular circumstances.
The following portion of Section 13 is controlling:
[Appellant’s] failure to, or its election not to, exercise its right of
first refusal [under Section 13] shall not affect the continued
enforceability of the option to purchase provided in Section 12
hereof (provided only that the third party making the bona
fide arm’s length offer to purchase the premises does not
purchase the Premises).
Lease, 7/29/99, at 17, Section 13 (emphasis added). This language in Section
13 specifically restricts the general language in the Section 12 option to
purchase. To ignore this restrictive portion of Section 13 would nullify its
provision.
We find support for this conclusion in our decision in Bobali
Corporation v. Tamapa Company, 340 A.2d 485 (Pa. Super. 1975).
Therein, the parties entered into an agreement of sale in which Tamapa
purchased property from Bobali, and the parties entered into an additional
option agreement allowing Tamapa to purchase a contiguous tract of land for
a fixed price. Id. at 487. The agreement contained an option of first refusal
in the event that a third party purchaser made an offer on the contiguous tract
of land. Id. at n.1. Subsequently, Bobali received a third party offer, and
Tamapa then attempted to purchase the tract of land pursuant to the fixed-
price option and not the right-of-first-refusal option. Id. at 487. As does
Appellant in this matter, Tamapa argued “that the fixed price option could only
be terminated upon the bona fide sale of the premises to a third party, as
opposed to the mere offer of the third party.” Id. at 489. We opined “that
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the right of first refusal provision … would be of no purpose or value unless it
was the intent of the parties that the right of first refusal would supersede and
terminate the fixed price option.” Id.
To the extent Appellant relies upon our Supreme Court’s decision in
Amoco Oil Company v. Snyder, 478 A.2d 795 (Pa. 1984), we conclude that
the case is readily distinguishable. In Amoco, Snyder leased property to
Amoco, and the lease contained an option to purchase and a right of first
refusal. Snyder subsequently obtained a bona fide third party offer to
purchase the property, and Amoco did not exercise its right of first refusal.
Id. at 796-797. Rather, Amoco attempted to exercise its option to purchase,
and Snyder refused to convey the property. Id. at 797. The trial court
granted Amoco’s request for specific performance and the Superior Court
affirmed, as did the Supreme Court. Id. at 797, 799. In reaching its
conclusion, our Supreme Court determined that the lease in question
contained no language that restricted the applicability of the option to
purchase. Id. at 798-799. In concluding that the fixed-price option was not
restricted, the Court noted that “nowhere is there a provision in the lease that
expressly terminates the fixed price option upon the occurrence of an event
or a lapse of time…. Nowhere is there additional language which restricts the
applicability of the fixed price option.” Id. at 798.
Hence, upon review of the parties’ arguments, the relevant legal
authority, the applicable provisions of the Lease, and the remainder of the
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certified record, we conclude that Appellant waived its option to purchase
under Section 13 by failing to file a timely counter notice as required. Because
Appellee and Intervenor entered into a sales agreement, and Appellant waived
its Section 13 right of first refusal, the specific language of Section 13 controls,
and Section 12 no longer applies unless Intervenor “does not purchase the
Premises.” Lease, 7/29/99, at 17, Section 13. Therefore, the trial court did
not err in reaching its conclusion. See Southwestern Energy, 83 A.3d at
187 (“the specific controls the general when interpreting a contract”).
Accordingly, Appellant’s contrary claim fails.
Appellant next argues that in making its decision, the trial court erred
in considering matters outside of the pleadings. Appellant’s Brief at 35-38.
Appellant asserts that the trial court erred in concluding that the agreement
of sale between Appellee and Intervenor was “still in effect.” Id. at 36.
Appellant explains its argument as follows:
The proposed Agreement between [Appellees] and [Intervenor]
was signed by the parties on August 5, 2016, August 7, 2016, and
August 11, 2016. The proposed Agreement had a “due diligence
period” of 270 days. Therefore, [Intervenor] had until May 11,
2017 to complete its due diligence in order to move forward with
the purchase. The proposed Agreement had a closing date 30
days after the expiration of the due diligence period. Therefore,
[Intervenor] had until June 10, 2017 to close on the Property in
order to meet the conditions precedent to the proposed
Agreement and complete the purchase.
***
[Intervenor] admitted in its complaint that [Appellee] and
[Intervenor] never consummated the proposed Agreement, never
completed due diligence, and did not close on the proposed
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purchase on June 10, 2017. (See Intervenor’s complaint ¶¶ 41,
55c, 64c; R.242a-R.247a.)
Id. at 37. Appellant concludes that “[i]n making its decision on judgment on
the pleadings, the [c]ourt below inappropriately considered alleged evidence
that was not in the pleadings and in fact, was inconsistent with the pleadings
i.e. that the proposed Agreement of Sale was ‘still in effect.’” Id. at 38.
However, Appellant fails to prove that because Appellee and Intervenor did
not close on the property on June 10, 2017, the sales agreement was not still
in effect as the trial court concluded.
We observe that the Superior Court applies the same standard as the
trial court and confines its considerations to the pleadings and documents
properly attached thereto. Donaldson v. Davidson Bros., Inc., 144 A.3d
93, 101 (Pa. Super. 2016). The court must accept as true all well-pleaded
statements of fact, admissions, and any documents properly attached to the
pleadings presented by the party against whom the motion is filed, considering
only those facts that were specifically admitted. Kote v. Bank of N.Y.
Mellon, 169 A.3d 1103, 1107 (Pa. Super. 2017).
Moreover, our Supreme Court has long stated that:
even though the time fixed in an agreement for settlement is
stated to be of the essence of the agreement, it may be extended
by oral agreement or be waived by the conduct of the parties, and
where the parties treat the agreement as in force after the
expiration of the time specified for settlement it becomes
indefinite as to time and neither can terminate it without
reasonable notice to the other.
Warner Company v. MacMullen, 112 A.2d 74, 78 (Pa. 1955).
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Our review of the certified record reflects that the sales agreement does
not contain a “time is of the essence” provision. Intervenor’s First Amended
Third-Party Complaint, 5/8/18, Exhibit A. Thus, there was no requirement in
the sales agreement for strict compliance with the deadlines for due diligence
and closing. Accordingly, we discern no merit to Appellant’s claim that the
trial court relied upon matters outside of the pleadings in stating that the sales
agreement was still in effect. Thus, this claim fails.
Appellant last argues that, in the alternative, there can be more than
one reasonable interpretation of the parenthetical language in Section 13.
Appellant’s Brief at 38-43. Appellant asserts that there is an ambiguity that
should be resolved through extrinsic evidence, which is not part of the
pleadings.
Pursuant to Pa.R.A.P. 302, issues that are not raised in the lower court
are waived and cannot be raised for the first time on appeal. Pa.R.A.P. 302(a).
Likewise, we have held that “[a] claim which has not been raised before the
trial court cannot be raised for the first time on appeal.” Commonwealth v.
Lopata, 754 A.2d 685, 689 (Pa. Super. 2000). In addition, we have long
stated that “[a] theory of error different from that presented to the trial jurist
is waived on appeal, even if both theories support the same basic allegation
of error which gives rise to the claim for relief.” Commonwealth v. Gordon,
528 A.2d 631, 638 (Pa. Super. 1987). Thus, only claims properly presented
in the trial court are preserved for appeal.
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Our review of the certified record reflects that Appellant never argued
or pled before the trial court that there is any ambiguity in the Lease. In fact,
in its motion for partial judgment on the pleadings, Appellant specifically
stated, “Furthermore, no party has pled that there is any ambiguity in the
Lease.” Motion for partial judgment on the pleadings, 2/15/19, at 10, ¶ 45.
Accordingly, Appellant’s failure to argue before the trial court a claim that the
Lease is ambiguous results in failure to preserve the issue for appellate review.
Pa.R.A.P. 302(a); Lopata, 754 A.2d at 689.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 7/21/2020
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