T.J. Greco, a/k/a T. Greco and Greco Holdings, Inc. and Phoenix Estates v. Luzerne County d/b/a Luzerne County Workforce Investment Development Agency

IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Thomas J. Greco, a/k/a Thom Greco :
and Greco Holdings, Inc. and :
Phoenix Estates, :
Appellants :
:
v. :
:
Luzerne County d/b/a Luzerne County :
Workforce Investment Development : No. 326 C.D. 2021
Agency : Argued: June 23, 2022

BEFORE: HONORABLE PATRICIA A. McCULLOUGH, Judge
HONORABLE ANNE E. COVEY, Judge
HONORABLE LORI A. DUMAS, Judge

OPINION NOT REPORTED

MEMORANDUM OPINION BY
JUDGE COVEY FILED: July 15, 2022

Thomas J. Greco, a/k/a Thom Greco and Greco Holdings, Inc. and
Phoenix Estates (collectively, Appellants) appeal from the Luzerne County
Common Pleas Court’s (trial court) March 2, 2021 order denying Appellants’
Petition for Reconsideration (Petition). Essentially, the issue before this Court is
whether, pursuant to Article 2 of a lease agreement (Lease) between Appellants and
Luzerne County d/b/a Luzerne County Workforce Investment Development Agency
(Appellee), Appellee was entitled to the privilege of canceling the lease by giving
six months’ notice in writing, and if so, whether the fact that Appellee did not give
six months’ notice in writing nullifies the privilege.1 After review, this Court
affirms.

1
Appellants present six issues in their Statement of Questions Involved: (1) whether the
trial court abused its discretion in determining that its December 14, 2020 order was a sound
decision based on the fact that the trial court abused its discretion by concluding that Appellee was
entitled to exercise the six-month termination notice when in fact the condition precedent
Background
On July 15, 2009, Appellants entered into the Lease with Appellee,
whereby Appellee would lease from Appellants, and occupy, certain real property.
The Lease had a five-year term. Article 3(A) of the Lease, entitled “Rent,” specified
the rental payments as follows:

LESSEE agrees to pay LESSOR at such place as the
LESSOR shall designate from time to time, in writing, as
rent for the leased premises, the minimum annual sum of
Fifty-Six Thousand Six Hundred and Eighty-Six Dollars
and Thirty Cents ($56,686.30), for the initial five[-] (5)
year term of this Lease, payable without demand and
without setoff or deduction.
The rent provided for herein shall be paid in monthly
installments of Four Thousand Seven Hundred and
Twenty-Three Dollars and Eighty-Six Cents, ($4,723.86)
payable in advance on the fifteenth (15th) day of each and
every month.

necessary to exercise the six-months’ notice had not occurred, Appellee failed to properly exercise
the six-month notice to vacate, in writing, as well as failed to pay six months’ rental payment
pursuant to the Lease terms; (2) whether the trial court abused its discretion in determining that
the trial court’s December 14, 2020 order was a sound decision based on the fact that the trial court
erred by determining that Appellee did not breach the Lease terms by failing and continuing to fail
to pay rent due and owing; (3) whether the trial court abused its discretion in determining that the
trial court’s December 14, 2020 order was a sound decision based on the fact the trial court erred
in the determination of Appellants’ damages; (4) whether the trial court abused its discretion by
determining that the trial court’s December 14, 2020 order was a sound decision based on the fact
that the trial court abused its discretion by concluding that a condition precedent necessary to
exercise the privilege to terminate the Lease as set forth therein occurred when in fact it had not;
(5) whether the trial court abused its discretion in determining that a condition precedent necessary
to exercise the privilege to terminate the Lease as set forth in the Lease occurred when in fact it
had not; and (6) whether the trial court abused its discretion in not properly applying the Lease
terms but rather went beyond the four corners of the Lease in reaching its determination. See
Appellants’ Br. at 4-5. These issues are subsumed in this Court’s analysis of the issue as stated,
and will be addressed accordingly herein.

2
Reproduced Record (R.R.)2 at 33a-34a.

Article 2 of the Lease, entitled “Term,” which governed the Lease term
as well as the Lease termination upon a condition precedent, provided:

LESSOR hereby leases the “leased premises” to LESSEE,
and LESSEE hereby leases the same from LESSOR, for
an “Initial Term” of [f]ive (5) years beginning on the
fifteenth (15th) day of July, 2009, and ending July 14,
2014.
Notwithstanding the above, it is understood and agreed
between the parties hereto that if the governmental
program or function for which the premises are being
leased, or the funding for said program or function is
abolished, restricted or limited in any way or manner
by any act, regulation, or court order of the United
States and/or the Commonwealth of Pennsylvania, or
under authority granted by any law, regulation or
court order of the United States and/or the
Commonwealth of Pennsylvania then and in that event
the LESSEE shall have the privilege of canceling this
[L]ease by “giving six (6) months” notice in writing as
set forth herein for written notice to LESSOR.
R.R. at 33a (emphasis added).

Appellee failed to make its June 15, 2010 rental payment in full to
Appellants.3 On June 18, 2010, Appellants forwarded to Appellee a delinquency
notice, stating therein that if payment was not timely made, Appellee would be in
default as set forth in Article 11 of the Lease.4 On June 29, 2010, Appellee

2
Pennsylvania Rule of Appellate Procedure 2173 requires a reproduced record to “be
numbered . . . in Arabic figures . . . followed in the reproduced record by a small a . . . .” Pa.R.A.P.
2173. Appellants did not include the small a in numbering the pages of their reproduced record.
Thus, references to specific pages in the reproduced record shall be followed by an a.
3
Appellee owed Appellants $4,723.86 on June 15, 2010, but only paid $2,361.98. See
R.R. at 59a.
4
Article 11 of the Lease provides in pertinent part:

If LESSEE shall allow the rent to be in arrears more than twenty
(20) days after written notice of such delinquency, or shall remain
in default under any other condition of this LEASE for a period of
3
forwarded correspondence to Appellants indicating Appellee’s intent to terminate
the Lease, effective the following day, June 30, 2010.

Facts
On May 8, 2017, Appellants filed a Complaint against Appellee
alleging therein a breach of contract related to the Lease. The trial court bifurcated
the liability and damages issues. Initially, the issue before the trial court was whether
there was a legally enforceable agreement. On February 28, 2019, after a non-jury
trial, the trial court determined there was a legally enforceable agreement and
Appellants were justified in relying on Appellee’s actions/non-actions, and set a date
for a non-jury trial on damages. By May 16, 2019 order, having determined damages
in the amount of $23,205.09, the trial court directed the parties to submit their
respective calculations of the legally required prejudgment interest, and the basis
therefor, within 10 days of receipt of its order.
Thereafter, Appellants filed a Motion for Reconsideration (Motion).
On June 17, 2019, the trial court denied Appellants’ Motion and directed the parties
to submit their respective proposed interest calculations as previously ordered. On
July 1, 2019, Appellants appealed from the trial court’s order to this Court. On
December 8, 2020, this Court quashed Appellants’ appeal because the trial court’s

twenty (20) days after written notice from LESSOR, or should any
other person than [sic] LESSEE secure possession of the premises,
or any part thereof, by operation of law in any manner whatsoever,
LESSOR may, at its option, without notice to LESSEE, terminate
this LEASE[.]

R.R. at 40a.

4
June 17, 2019 order did not dispose of all claims in the case, and thus was not a final,
appealable order.5
On December 10, 2020, Appellants submitted a brief to the trial court
in which they agreed to Appellee’s interest calculation as $12,049.98. On December
14, 2020, the trial court issued the following order: “AND NOW, this 14th day of
December, 2020, the parties having stipulated to the legally required prejudgment
interest requested by [the trial c]ourt’s ORDER of May 16, 2019 as being $12,049.98,
said [o]rder is MODIFIED and Judgment is entered for [Appellants] in a total amount
of $35,255.07.” R.R. at 5a (Trial Ct. March 2, 2021 Op.). On December 22, 2020,
Appellants filed the Petition requesting that the trial court vacate its December 14,
2020 order, and enter an order in the amount of $186,607.16, as well as prejudgment
interest, at the 6% statutory rate, in the approximate amount of $93,173.55, and post
judgment interest from the date of judgment. On January 13, 2021, the trial court
granted Appellants the opportunity to argue their Petition.
On March 2, 2021, the trial court issued an opinion and an order
denying the substantive relief sought within Appellants’ Petition. On March 12,
2021, Appellants appealed to this Court.6 On March 23, 2021, the trial court issued
an order pursuant to Pennsylvania Rule of Appellate Procedure (Rule) 1925(b)
directing Appellants to file a concise statement of errors complained of on appeal

5
See Greco v. Luzerne Cnty. (Pa. Cmwlth. No. 1678 C.D. 2019, filed Dec. 8, 2020).
6
Because the trial court held a non-jury trial, Appellants were required to file post-trial
motions within 10 days of the verdict in order to preserve their issues for appeal. Appellants filed
their Petition within 10 days of the trial court’s entry of judgment; thus, this Court will treat the
Petition as the required post-trial motion. See Oak Tree Condo. Ass’n v. Greene, 133 A.3d 113,
117 (Pa. Cmwlth. 2016) (“A timely motion styled as one for reconsideration where post-trial
motions are proper can be treated as a post-trial motion . . . .”). Given that denial of a post-trial
motion triggers the entry of judgment, Appellants are appealing from the entry of judgment not
the denial of a petition for reconsideration. Accordingly, “[o]ur standard of review of a non-jury
trial is to determine whether the findings of the trial court are supported by competent evidence,
and whether an error of law was committed.” Swift v. Dep’t of Transp., 937 A.2d 1162, 1167 n.5
(Pa. Cmwlth. 2007).
5
(Rule 1925(b) Statement). On April 9, 2021, Appellants filed their Rule 1925(b)
Statement. The trial court filed its opinion pursuant to Rule 1925(a) on April 22,
2021.

Discussion
Initially, the Pennsylvania Supreme Court has explained:

In interpreting the terms of a contract, the cardinal rule
followed by courts is to ascertain the intent of the
contracting parties. Lesko v. Frankford Hosp.-Bucks
C[n]ty., . . . 15 A.3d 337, 342 (Pa. 2011). If the contractual
terms are clear and unambiguous on their face, then such
terms are deemed to be the best reflection of the intent of
the parties. Kripp v. Kripp, . . . 849 A.2d 1159, 1162 (Pa.
2004). If, however, the contractual terms are ambiguous,
then resort[ing] to extrinsic evidence to ascertain their
meaning is proper. Murphy v. Duquesne Univ. of the Holy
Ghost, . . . 777 A.2d 418, 429 (Pa. 2001). A contract’s
terms are considered ambiguous “‘if they are subject to
more than one reasonable interpretation when applied to a
particular set of facts.’” Id. at 430.

Commonwealth by Shapiro v. UPMC, 208 A.3d 898, 909-10 (Pa. 2019) (quoting
Commonwealth ex rel. Kane v. UPMC, 129 A.3d 441, 463 (Pa. 2015) (citations
modified)). The parties herein agree the Lease is unambiguous.
The trial court found, and it has not been challenged thereafter, that
there was a legally enforceable agreement between Appellants and Appellee, and
therefore Appellee was bound by said agreement. It is further uncontested that
Appellee stopped paying rent in June 2010, and gave one day notice of its rental
termination. The disputed item is the amount of damages Appellee is entitled to
therefor. The issue before this Court is whether, pursuant to Article 2 of the Lease,
Appellee was entitled to the privilege of canceling the Lease by giving six months’

6
notice in writing, and if so, whether the fact that Appellee did not give six months’
notice in writing nullifies the privilege.
The trial court determined:

The Workforce Investment Board (WIB) was the main
source of and oversaw federally funded services to
Luzerne and Schuylkill Counties pursuant to the
Workforce Investment Act (WIA).[7] Appellee was a
subcontractor to WIB. It is not a contested fact that WIB
made a decision to cancel its contract with Appellee and
award a new contract to another provider. That decision
controls th[e trial c]ourt’s application of Article 2 [of the
Lease] of the above acknowledged legally enforceable
agreement, which states:
ARTICLE 2 - TERM
LESSOR hereby leases the “leased premises” to
LESSEE, and LESSEE hereby leases the same
from LESSOR, for an “Initial Term” of Five (5)
years beginning on the fifteenth (15th) day of July,
2009 and ending July 14, 2014.
Notwithstanding the above, it is understood and
agreed between the parties hereto that if the
governmental program or function for which the
premises are being leased, or the funding for said
program or function is abolished, restricted or
limited in any way or manner by any act,
regulation or court order of the United States
and/or the Commonwealth of Pennsylvania, or
under authority granted by any law, regulation or
court order of the United States and/or the
Commonwealth of Pennsylvania then and in that
event the LESSEE shall have the privilege of
canceling this [L]ease by “giving six (6) months”
notice in writing as set forth herein for written
notice to LESSOR.

7
29 U.S.C. §§ 2801-2945.
7
R.R. at 26a (Trial Ct. May 21, 2019 Op.) (quoting Lease Art. 2). Based on these
facts, the trial court concluded:

[Article 2 of the Lease] was to permit the parties to
contract for a longer term, but protect the Lessee against
the uncertainty of future government funding. At the same
time, the Lessor is guaranteed six months’ rental income
from any limitation or restriction of the program or
function for which the premises was being leased. The
dissolution and loss of funding for [Appellee] on July 1,
2010[,] and the awarding of a new contract to new
providers was exactly the situation Article 2 was intended
to address.
R.R. at 26a-27a.

As further support for its conclusion, the trial court relied on
Appellants’ Complaint allegation and Appellants’ June 18, 2010 letter to Appellee.
Specifically, the trial court opined:

[Appellants] in their Complaint admit that the Luzerne
County solicitor sent a letter o[n] June 29, 2010[,] advising
they intend[ed] to end the [L]ease. That letter indicated
[Appellee] would no longer be funded after June 30, 2010.
[Appellants’] letter of June 18, 2010 to [Appellee] and the
[Luzerne] County Commissioners advised of Article 11 -
default by Lessee. It also made two other significant
admissions:
It is our understanding [Appellee], an agency of
Luzerne County, will no longer be in existence and
that [Appellee] will no longer represent Luzerne
County in the admi[nistration] of the
governmental programs for functions for the
workforce of Luzerne and Schuylkill Counties.
As other entities and private contractors[] have
taken over the responsibilities of implementing the
workforce programs and functions, I suggest that
the Honorable Luzerne County Commissioners
discuss and urge the new private contractors or
entities directly or through the [WIB] to consider

8
entering into an agreement to assume the
responsibilities of Luzerne County and enjoy the
use of the leased premises (office space) at
Phoenix Plaza as part of their implementation of
the governmental programs or functions to
mitigate the eligibility of Luzerne County for this
said Lease [].
R.R. at 27a (quoting R.R. at 60a (June 18, 2010 Letter)).

Appellants argue, inter alia, that Article 2 of the Lease does not apply
because the governmental program or function for which the premises was being
leased, or the funding for said program or function was not abolished, restricted or
limited in any way or manner by any act, regulation or court order of the United
States and/or the Commonwealth of Pennsylvania, as required by Article 2 of the
Lease. Specifically, Appellants contend that Article 2 of the Lease does not provide
any language relative to Appellee losing funding or being abolished. Appellants
assert that Appellee is an agency that implemented the governmental programs,
programs which continue to exist today and programs which never lost funding.
Thus, Appellants declare that there is no evidence that the governmental programs
lost funding, but, rather, the evidence establishes that the subject governmental
programs were continually funded and were in existence from the time Appellee
defaulted and breached the agreement to the present.
As admitted by Appellants, it was Appellee’s function to “implement[]
the government programs[.]” Appellants’ Br. at 14. Thus, when WIB made a
decision to cancel its contract with Appellee and award a new contract to another
provider, Appellee’s “function for which the premises [was] being leased, or the
funding for said program or function [was] abolished,” as required under Article 2
of the Lease. R.R at 33a. Accordingly, this Court discerns no error in the trial court’s
conclusion that “[t]he dissolution and loss of funding for [Appellee] on July 1,

9
2010[,] and the awarding of a new contract to new providers was exactly the situation
Article 2 of the [L]ease was intended to address.” R.R. at 27a.
Appellants assert that, assuming arguendo, Article 2 of the Lease
applies to the instant matter, Appellee is not entitled to the privilege of canceling the
Lease thereunder because it failed to provide the required six months’ notice. Thus,
Appellants maintain that Appellee is liable for the entire five years’ rent under
Article 11 of the Lease. This Court disagrees.
The first paragraph of Article 2 of the Lease specifies the Lease term as
“[f]ive (5) years.” However, the second paragraph of Article 2 of the Lease clearly
provides Appellee with “the privilege of canceling th[e L]ease,” “if the
governmental program or function for which the premises [is] being leased, or the
funding for said program or function is abolished, restricted or limited in any way or
manner.” R.R. at 33a. Further, Article 11 of the Lease provides Appellants with the
“option, without notice to LESSEE[ to] terminate th[e] LEASE[,]” “[i]f LESSEE
shall allow the rent to be in arrears more than twenty (20) days after written notice
of such delinquency[.]” R.R. at 40a (emphasis added).
On June 18, 2010, Appellants forwarded to Appellee a written
delinquency notice. See R.R. at 60a. On June 29, 2010, Appellee forwarded
correspondence indicating Appellee’s intention to terminate the Lease. See R.R. at
69a. As evidenced by the record, Appellee exercised its privilege of canceling the
Lease under Article 2 of the Lease before Appellants terminated the Lease under
Article 11 of the Lease, as Appellee’s letter terminating the Lease was forwarded
before the 20 days after the delinquency notice had expired, i.e., July 8, 2010.
Accordingly, Article 2 of the Lease controls.
Under Article 2 of the Lease, Appellee was required to provide six
months’ notice of cancellation. Therefore, Appellants were entitled to six months’
rent prior to the Lease cancellation. Because Appellee failed to pay the required six
10
months’ rent, the trial court awarded Appellants the unpaid June rent, plus six
months’ rent, in addition to prejudgment interest.

The purpose of awarding [prejudgment] interest as
damages
is to compensate an aggrieved party for detention
of money rightfully due him or her, and to afford
him or her full indemnification or compensation
for the wrongful interference with his or her
property rights. The allowance of interest as an
element of damages is not punitive, but is based on
the general assumption that retention of the money
benefits the debtor and injures the creditor.
25 C.J.S. Damages, § 80.

TruServ Corp. v. Morgan’s Tool & Supply Co., Inc., 39 A.3d 253, 263 (Pa. 2012)
(emphasis added). Accordingly, this Court concludes that because the trial court
correctly calculated the damages due Appellants in accordance with the Lease, the
trial court properly denied Appellants’ Petition.
For all of the above reasons, the trial court’s order is affirmed.

_________________________________
ANNE E. COVEY, Judge

11
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

ORDER

AND NOW, this 15th day of July, 2022, the Luzerne County Common
Pleas Court’s March 2, 2021 order is affirmed.

_________________________________
ANNE E. COVEY, Judge