Wagner v. Estate of Rummel

POPOVICH, Judge,

dissenting:

I must dissent from the opinion of the majority. First, I would agree with the learned trial judge that unconscionability must be pleaded as an affirmative defense. Second, *565assuming that unconscionability need not be pleaded affirmatively, I find that appellants failed to proffer sufficient evidence to support the majority’s conclusion that the agreement was unconscionable.

The majority agrees with appellants that unconscionability is not a defense that needs to be pleaded affirmatively. However, the Pa.R.C.P. 1030 provides:

All affirmative defenses including but not limited to the defenses of accord and satisfaction, arbitration and award, assumption of the risk, consent, contributory negligence, discharge in bankruptcy, duress, estoppel, failure of consideration, fair comment, fraud, illegality, immunity from suit, impossibility of performance, justification, laches, license, payment, privilege, release, res judicata, statute of frauds, statute of limitations, truth and waiver shall be pleaded in a responsive pleading under the heading “New Matter”. A party may set forth as a new matter any other material facts which are not merely denials of the averments of the preceding pleading, (emphasis added).

Pursuant to Pa.R.C.P. 1032, generally, “[a] party waives all defenses and objections which he does not present either by preliminary objection, answer or reply.”

Rule 1030 does not limit its application to those defenses therein specifically enumerated. Rather, the rule, via the phase “but not limited to”, allows for the inclusion of additional defenses. See e.g., (Fredricks v. Hamm, 45 D.C.2d 687, 104 P.L.J. 298 (1968) (unconscionability is an affirmative defense which must be pleaded); Iorfida v. Mary Robert Realty Co., Inc., 372 Pa.Super. 170, 539 A.2d 383 (1988) (in context of easement actions abandonment is an affirmative defense which must be pleaded). Rule 1030 should apply not only to those equity defenses specifically included in the rule, e.g. estoppel and laches, but also to equity defenses not specifically enumerated, such as unconscionability.1

*566Herein, the majority concluded that unconscionability need not be specifically pleaded. In so doing, the majority relied in part upon the example of Germantown Mfg. Co. v. Rawlinson, supra, stating that “[In Germantown Mfg.,'] we found the doctrine of unconscionability to be applicable, even though the appellee never specifically identified that defense in her argument.” However, while the appellee in Germantown Mfg. did not argue the defense of unconscionability by name, she did aver in her pleadings the elements of unconscionability. 491 A.2d at 145. Thus, appellee did comply with the spirit, if not the letter, of Rule 1030. Instantly, it is undisputed , that appellants did not plead any facts even remotely related to the doctrine of unconscionability and did not raise the issue of unconscionability until post-verdict motions. Moreover, in Germantown Mfg., the discussion of unconscionability is simply dicta as the court therein had already determined that the contract was void because of fraudulent misrepresentation, material misrepresentation, fraud in the factum and duress.

Lastly, assuming the issue of unconscionability was properly before the lower court via appellants’ post-verdict motions, I am convinced that appellants failed to present sufficient evidence to demonstrate unconscionability.2 First, it is undisputed on appeal that the court below, based upon credible expert testimony, found that the decedent signed the contract and filled in the purchase price.

Second, appellants failed to proffer any credible evidence of the value of the property. The only evidence of the *567property’s value was the opinion of Agnes Wells, co-administratrix of the estate and beneficiary under the will, who indicated she believed the property was worth $55,000 to $60,000. Cognizant of the rule that owners of property are considered experts when testifying as to the property’s value, Semasek v. Semaselc, 509 Pa. 282, 502 A.2d 109, 112 (1985), I would hold that such evidence of value was inadmissible and the trial court abused its discretion by allowing its admission. Agnes Wells was not the owner of the property, nor does the record show that she possessed any attributes which would qualify her as an expert on real estate valuation.

Third, the majority failed to consider the long standing relationship of the appellees and the decedent. The record indicates that the appellees were leasing the property in dispute as early as 1962, and a prior written lease for the property, dated January 80, 1965, appears of record. The appellees have used the land as a Christmas tree farm continuously to the present. The appellees aided the decedent in his business affairs and money management, including his taxes. Significantly, the decedent’s brother, James Ralph Rummel, testified that the decedent, at one time, was married to the mother of the appellees. Further, the majority neglected to consider a very important aspect of the lease option contract, that being the clause which provided that, if Alice Seger survived the decedent, she would be allowed to reside on the property free of charge until her death.

The majority seems to focus upon the low purchase price of $550 compared to size of the parcel, 16 acres (residence included). One needs only to review the decision in Snow v. Corsica Construction Co., Inc., 459 Pa. 528, 329 A.2d 887 (1974), to recognize the error in the majority’s reasoning. Therein, our Supreme Court stated:

Inadequacy of consideration is not ground for refusing to decree specific performance of a contract to convey real estate, unless there is evidence of fraud or unfairness in the transaction sufficient to make it inequitable to compel *568performance: Harris v. Tyson, 24 Pa. 347, 360; Graham v. Pancoast, 30 Pa. 89, 97; Cunning's App. 67 Pa. 404; Bowers v. Bennethum, 133 Pa. 306, 19 A. 624; Jackson’s Est. 203 Pa. 33, 52 A. 125 [ (1902) ]. ‘Inadequacy of price, improvidence, surprise, and mere hardship, none of these, nor all combined, furnish an adequate reason for a judicial rescission of a contract. For such action something more is demanded, — such as fraud, mistake or illegality.’ Frey’s Est. 223 Pa. 61, 65, 72 A. 317, 318 [(1909)]. Although relief in equity is a matter of grace only and not of right, and rests in the discretion of the court, to be exercised upon a consideration of all the circumstances of the case, it does not follow that a decree for specific performance must be entered in all cases where the agreement is legally sound and the price adequate, but if the transaction be inequitable or unjust in it self or rendered so by matters subsequently occurring, specific performance may be denied and the parties turried over to their remedy in damages (Rennyson v. Rozell, 106 Pa. 407, 412), and, while no rule applicable to all cases can be announced, it may be said that specific relief will be granted if apparent that, in view of all the circumstances, it will subserve the ends of justice, and will be withheld where, on a like view, it appears hardship or injustice will result to either of the parties. Rennyson v. Rozell, supra; Spotts v. Eisenhauer, 31 Pa.Super. 89, 93. Welsh v. Ford, 282 Pa. 96, 99, 127 A. 431, 432 (1925). See also Payne v. Clark, 409 Pa. 557, 560, 187 A.2d 769, 771 (1963); Oreovecz v. Mexico, 382 Pa. 56, 59, 114 A.2d 126, 128 (1955); Rupniewski v. Miazga, 299 Pa. 190, 192, 149 A. 193, 194-195 (1930).

Snow, 329 A.2d at 888-889.

Thus, even assuming that the evidence of property’s fair market value was properly before the lower court, specific performance cannot be denied absent evidence of fraud, mistake or illegality. No such evidence was presented instantly. As stated by the trial court, “the defense clearly did not offer any credible testimony to show that the *569agreement was not executed by the decedent, the blanks filled in by him or that he did not understand the agreement.” Opinion and Order of Court filed July 20, 1988. Accordingly, I can find no reason to deny appellees specific performance of this contract for the purchase of real property.

. Rule 1030 was last amended on December 16, 1983, effective July 1, 1984. In Germantown Mfg. Co. v. Rawlinson, 341 Pa.Super. 42, 491 *566A.2d 138, 145 n. 4 (March 29, 1985), we noted that "[t]he defense of unconscionability does not yet have the same long-standing historical legitimacy enjoyed by other methods of avoiding a contract such as mistake, duress, fraud and misrepresentation. It is also not yet as clearly defined as these traditional defenses, (citations omitted)." Thus, the reason that unconscionability is not specifically enumerated in Rule 1030 may be traced to the fact that the defense of unconscionability, at the time of last amendment to the rule, had yet to achieve the legitimacy of more traditional defenses.

. Significantly, appellants’ entire defense was that the purchase price for the property was written in the agreement after the decedent had signed the document because the decedent did not know how to write a sum of money "... over and above $10.00."