Indian Rocks Property Owners Ass'n v. Glatfelter

Justice BAER,

concurring.

Initially, I agree with the Opinion Announcing the Judgment of the Court (OAJC) that the preemption provisions of the Pennsylvania Uniform Construction Code (UCC) “refer to the materials, manner, and methods of construction — the nuts and bolts so to speak — which ensure a structure’s safety,” and not “the more aesthetic features of a building.” OAJC at 569, 28 A.3d at 1265.1 further concur with the lead Justices that, to the extent Appellant, the Indian Rocks Property Owners Association, chooses to restrict the outward appearance of the *573homes and structures built within the planned community, it may do so without running afoul of the supremacy of the UCC. Thus, I agree that the Association may, in its discretion, reject any building plans submitted to it by the Glatfelters or any other prospective homebuilder on the basis that the plans do not comply with the aesthetic requirements of the Association’s Covenants.

To the extent, however, that the OAJC infers that the Association rejected the Glatfelter’s proposed structure solely on the basis of aesthetics, see id. at 570, 28 A.3d at 1266 (“The Construction Code does not preempt the Association’s ability to refuse a structure for other reasons, including the harmony with other structures and, to some degree, the quality of workmanship.”), I note that no evidence of record exists to support any suggestion in this regard. Rather, if anything, the record indicates that the Association ultimately rejected any construction by the Glatfelters merely because “no proper paperwork has been submitted to the [Association].” See Petition for Contempt filed by the Association at ¶ 12 (Jun. 5, 2007) (found at Reproduced Record (R.R.) 92a). On this point, I tend to agree with the Association that the Glatfelters had failed to submit the “proper paperwork” in order to construct their proposed home.

When the Glatfelters eventually began construction in the fall of 2003, the Association had its own building code, as contained within the Covenants. Under these rules, the original structure failed inspection in December, 2003. On April 24, 2004, the Association incorporated the UCC into the Covenants as the standard for structures built within the planned community. In accord therewith, the Association then filed an action in equity against the Glatfelters in the Wayne County Court of Common Pleas, contending that the proposed home violated both the Covenants and the UCC incorporated therein. This initial suit quickly terminated, as the Association and Glatfelters reached an accord (the April 2004 Settlement), in which the Glatfelters agreed to comply with the UCC and the Covenants.

*574On July 15, 2004, the General Assembly enacted Act 92 of 2004, which significantly amended the UCC. Relevant hereto, Act 92 implemented the recreational cabin exemption, which, as noted by the lead opinion, permits qualifying structures to be excluded from the stringent mandates of the statute.1 See OAJC at 563-65, 28 A.3d at 1262-63. Despite the broad preemption provisions of the UCC,2 in April of 2005, the Association passed a resolution, in which it attempted to reject the validity of the recreational cabin exemption in its development.

In July of 2005, .the Association again sought court intervention against the Glatfelters, who had still failed to comply with either the Association’s Covenants or the April 2004 Settlement. The parties again reached an accord, on July 26, 2005 (the July 2005 Settlement), whereby the Glatfelters agreed, inter alia, that:

The proposed construction must conform with the rules and regulations now in effect at Indian Rocks Property Owners Association, Inc., of Ledgedale.
The Glatfelters will engage the services of a professional engineer who will be Greenman-Pedersen, Inc., to monitor the construction, and said engineer will certify to the Indian *575Rocks Property Owners Association, Inc., of Ledgedale, that the construction meets the Association rules and regulations, including the UCC, before the next phase of construction may begin.

July 2005 Settlement at ¶¶ 2-3.

The Glatfelters also agreed to submit all necessary paperwork and filing fees to the Association and the local municipality, Salem Township. Id. at ¶ 1. Subsequently, the Glatfelters submitted to the Association an approved building permit from Salem Township, which authorized the construction of a “two-story vacation home, slab on grade: stick built (recreational cabin exempt).” Salem Township Permit, R.R. at 154a (emphasis added). Thereafter, the Association filed for civil contempt against the Glatfelters, alleging that the building permit was insufficient and, thus, they failed to submit the documentation required by the July 2005 Settlement before resuming construction.

The trial court eventually found for the Association, concluding that the Glatfelters’ improperly invoked the recreational cabin exemption. The trial court reasoned that, when the Glatfelters entered into the April 2004 Settlement, agreeing to construct the home in accordance with the Association’s Covenants, the recreational cabin exemption had not yet been enacted by the General Assembly as part of the UCC. In other words, the Glatfelters had to abide by the law as it existed in 2004, and, therefore could not invoke the recreational cabin exemption to avoid the April 2004 Settlement.

As noted by the OAJC, the Commonwealth Court reversed this ruling, finding for the Glatfelters and reasoning as follows: (1) the July 2005 Settlement controlled; (2) under the preemption provisions of the UCC, the Association could not opt out of the recreational cabin exemption; and (3) as the UCC was part of the Covenants, and the Glatfelters agreed to act in conformity with the Covenants in the July 2005 Settlement, they were free to invoke the recreational cabin exemption and to build their vacation home in accord therewith. Initially, I agree with the Commonwealth Court that the trial *576court erred in focusing on the April 2004 Settlement, rather than the July 2005 Settlement. “Settlement agreements are governed by contract law principles.” Lesko v. Frankford Hospital-Bucks County, 15 A.3d 337, 341-42 (Pa.2011). One of those well established principles states, “[a] new agreement will supersede the old so far as they cannot be executed together.” Robert Grace Contracting Co. v. Norfolk & W. Ry. Co., 259 Pa. 241, 102 A. 956, 957 (1918). Viewing these two settlements in light of the history of this case, one may only conclude that the parties reached an agreement in April of 2004, the Glatfelters breached that agreement, the Association filed suit, and a new settlement was reached in July of 2005, which took the place of the April 2004 Settlement. Indeed, the July 2005 Settlement specifically stated that the Glatfelters were to abide by the Association’s “rules and regulations now in effect.” July 2005 Settlement at ¶ 2. Further, neither before the Commonwealth Court nor this Court has either party contended that the April 2004 Settlement controls the instant appeal.

Premised upon the conclusion that the July 2005 Settlement governs this case, I turn to the Association’s contention that under the terms of the settlement: (1) the Glatfelters were required to construct their home in accordance with the Covenants as they existed at that time; and (2) the Covenants prohibited the construction of recreational cabins notwithstanding their authorization under the UCC. Put succinctly, the Association contends that the Glatfelters are equitably estopped from invoking the recreational cabin exemption because they agreed not to do so in the July 2005 Settlement. In response, the Glatfelters argue that because the UCC supersedes all conflicting regulations by homeowners’ associations, see 35 P.S. § 7210.104(d)(2)(i), the Association could not except itself out of the recreational cabin exemption. Therefore, contends the Glatfelters, they could construct a recreational cabin and still comply with the July 2005 Settlement.

While a strong argument can be made that the UCC preempts the Association’s resolution regarding the recreational cabin exemption, notwithstanding the Glatfelters’ at*577tempt to inject the issue into this case, it simply is not before this Court. Rather, this case is about a private agreement reached between two parties, which mandated that the Glatfelters’ “proposed construction must conform with the rules and regulations now [July 2005] in effect at Indian Rocks Property Owners Association, Inc., of Ledgedale.” July 2005 Settlement at ¶ 2.3 While there is no disagreement that the Glatfelters so promised, the pertinent issue is whether that promise equitably estops them from arguing otherwise at this juncture.

Equitable estoppel is a doctrine that prevents one from doing an act differently than the manner in which another was induced by word or deed to expect. A doctrine sounding in equity, equitable estoppel recognizes that an informal promise implied by one’s words, deeds or representations which leads another to rely justifiably thereon to his own injury or detriment, may be enforced in equity.

Novelty Knitting Mills, Inc. v. Siskind, 500 Pa. 432, 457 A.2d 502, 503 (1983).

It is reasonable to conclude that the Association settled its lawsuit against the Glatfelters in justifiable reliance upon their agreement to conform to the rules and regulations of the Association in effect in July, 2005, which prohibited the building of a recreational cabin. The Glatfelters expressly acquiesced to this consideration in exchange for the termination of the Association lawsuit. Thus, I conclude that the doctrine of equitable estoppel is applicable, and thereunder the Glatfelters are precluded from constructing an argument to avoid the settlement agreement, and thereby the covenants of the Association, which plainly preludes the construction of a recreational cabin. On this basis alone, I am able to join the conclusion that the Commonwealth Court should be reversed, and judgment should be entered for the Association.

Even assuming, arguendo, that the Glatfelters were not equitably estopped from asserting the recreational cabin exemption, on the merits, I do not believe the structure they *578desire to build meets the definition of a recreational cabin. A recreational cabin is defined in Section 7210.103 of the UCC as a structure which is:

(1) utilized principally for recreational activity;

(2) not utilized as a domicile or residence for any individual for any time period;

(3) not utilized for commercial purposes;

(4) not greater than two stories in height, excluding basement;

(5) not utilized by the owner or any other person as a place of employment;

(6) not a mailing address for bills and correspondence; and

(7) not listed as an individual’s place of residence on a tax return, driver’s license, car registration or voter registration.

35 P.S. § 7210.103.

The parties do not dispute that the Glatfelters’ proposed recreational cabin is a two-story structure of approximately 1,700 square feet, with eight rooms, two bathrooms, and an attached garage. Such facts emphasize the question: if the Glatfelters can build this “cabin” in a planned community in the Poconos, why cannot anyone construct any structure, anywhere, of any size or elaborateness, so long as it is two-stories, used principally for a “recreational activity,” and meets the other rather innocuous requirements of Section 7210.103? In other words, if all that is proposed is a two-story secondary residence (thus satisfying clauses (2) through (7) of Section 7210.103), then all a person need do is certify that the home will be “utilized primarily for recreational activity” to qualify for the exemption.

“Recreation” can mean any number of things, and is broadly defined as “refreshment of one’s mind or body after work through an amusing or stimulating activity: play.” Webster’s II New College Dictionary at 927 (2001). Similarly, “vacation” is defined as “a period of time for pleasure, rest, or relax*579ation....” Id. at 1217.4 Of course, we all recreate or enjoy vacation in different ways: napping, reading a book, online shopping, playing sports, or simply walking.

In accord with the specific statutory language, the General Assembly passed the UCC to protect “life, health, property and [the] environment,” and also to ensure the protection of “the safety and welfare of the consumer, general public and the owners and occupants of buildings and structures.” 35 P.S. § 7210.102(b)(1). If this Court were to hold that the proposed building was a recreational cabin exempt from the UCC solely because clauses (2) through (7) of Section 7210.103, quoted above, are met and any conceivable “recreational activity” could occur therein, this exception would swallow the rule, and the purpose of the UCC would be vitiated. As already stated, the General Assembly enacted the UCC to standardize uniform benchmarks applicable to the construction of all buildings, with very few exceptions, throughout the Commonwealth. Any interpretation nullifying that goal should be rejected as inconsistent with the legislature’s stated intent. Thus, it falls to this Court to provide a meaningful definition, consonant with the General Assembly’s intent in passing the UCC, for the ambiguous phrase “recreational activity.”

Upon determining that a statutory provision is ambiguous, this Court is guided by the rules of statutory construction. These well-established rules provide:

(1) The occasion and necessity of the statute.

(2) The circumstances under which it was enacted.

(3) The mischief to be remedied.

(4) The object to be attained.

(6) The consequences of a particular interpretation.

*580(7) The contemporaneous legislative history.

1 Pa.C.S. § 1921(c). Moreover, we should presume “[t]hat the General Assembly does not intend a result that is absurd or unreasonable,” and “[t]hat the General Assembly intends to favor the public interest as against any private interest.” Id. § 1922(1) & (5). Finally, reports and comments available to the General Assembly at the time of final passage may be used to construe the statute. Id. § 1939.

In order to analyze the recreational cabin exemption under these tenets, a general background to the UCC is first necessary. Over staunch opposition, in 1999 the General Assembly adopted the model code of the Building Officials and Code Administrators International as Pennsylvania’s Uniform Construction Code. In enacting the UCC, the legislature found that such a model code was necessary to provide this Commonwealth with uniform and modern construction standards, in order to correct the problem of multiple municipalities within the Commonwealth having “no construction codes to provide for the protection of life, health, property and the environment and for the safety and welfare of the consumer, general public, and the owners and occupants of buildings and structures.” 35 P.S. § 7210.102(a)(1). In furtherance of these findings, the General Assembly explicitly established that the purposes of the Act were:

(1) To provide standards for the protection of life, health, property and environment and for the safety and welfare of the consumer, general public and the owners and occupants of buildings and structures.
(2) To encourage standardization and economy in construction by providing requirements for construction and construction materials consistent with nationally recognized standards, [and]
(3) To permit to the fullest extent feasible the use of state-of-the-art technical methods, devices and improvements consistent with reasonable requirements for the health, safety *581and welfare of occupants or users of buildings and structures.

Id. § 7210.102(b)(l)-(3).

Between the date of its passage in 1999 and 2004, all buildings and structures within the Commonwealth, without regard for complexity or simplicity of design, fell under the auspices of the UCC. House Bill 2149 of 2003 was then introduced to attempt to alleviate some of the strictness of the UCC, including abolishing many of the requirements it imposed upon persons making small repairs to homes. Importantly to the discussion at hand, the bill also included what has now become known as the recreational cabin exemption. However, in HB 2149, a recreational cabin was defined as, inter alia, “a structure used principally for the purpose of engaging in seasonal hunting and fishing.”5 HB 2149, however, while passed by the House, was never acted upon in the Senate.

Two months after HB 2149 “died,” Senate Bill 1139 of 2004 was introduced, also for the purpose (among other things) of adding a recreational cabin exemption to the UCC. Relevant to this appeal, however, one major difference existed: the definition of a recreational cabin changed from that “used principally for the purpose of engaging in seasonal hunting and fishing” to “utilized principally for recreational activities.” The Senate journal contains no reasoning regarding the definitional change.6

*582It appears, however, that the “seasonal hunting and fishing” concept survived. In the Bill Summary for SB 1139, prepared on July 2, 2004 (the day after the House of Representatives passed an amended version of SB 1139, but prior to the Senate’s final passage of the bill), recreational cabins were defined consistent with the HB 2149 definition: “used principally for the purpose of engaging in seasonal hunting and fishing.” Further, the Bill Summary stated that the exemption was necessary because enforcement of the UCC in the backwoods of rural counties is almost impossible, and the “sportsmen who utilize hunting/fishing cabins are not concerned about the standardization/quality of construction and, in fact, are responsible citizens that accept rustic conditions.” House of Representatives Bill Summary, SB 1139, at 3 (Jul. 2, 2004) (Bill Summary). The legislature passed SB 1139 on July 4, 2004, and it became Act 92 of 2004. With this background, it should follow that the General Assembly intended the term “recreational activity” in Act 92 to encompass seasonal hunting, fishing, and like activities.7

Moreover, the common use definition of a cabin is a structure which is “small [and] roughly constructed.” Webster’s II New College Dictionary at 153 (2001). While that definition seemingly contradicts the above-stated, generalized goals of the UCC, it is completely consistent with the foregoing discussion: the General Assembly specifically intended to exempt, statewide, from the strict and rigid mandates of the UCC *583“small, roughly constructed” buildings; in other words, structures intended for “sportsmen who are ... not concerned about standardization/quality of construction and, in fact, are responsible citizens that accept rustic conditions.” Bill Summary at 3. To accept, on the other hand, that the General Assembly chose to exclude structures like the one proposed by the Glatfelters — 1,700 square feet, eight rooms, an attached garage, and situated on a lake — from the UCC would lead, as stated, to an unreasonable, and absurd result, see 1 Pa.C.S. § 1922(1), and would disfavor the public interest of safety and welfare against any private interest. Id. § 1922(5).

Thus, I would hold that the Glatfelters, through the July 2005 Settlement, are equitably estopped from now invoking the recreational cabin exemption in order to construct their proposed home outside the mandates of the Covenants or the UCC. Moreover, even if recreational cabin exemption would apply instantly, consistent with the statutory interpretation analysis above, in my view, the Glatfelters have not proposed to construct a recreational cabin. As I agree with the OAJC that the contempt citation should be reinstated, I concur in its result, for all the reasons set forth herein.

. As discussed in greater detail, infra, the UCC provides for the uniform standards of construction throughout the Commonwealth. In the same way, the UCC also exempts, statewide, certain buildings from the strict mandates of the code. As referenced by the OAJC, "recreational cabins” are so exempted, provided:

(i) the cabin is equipped with at least one smoke detector, one fire extinguisher and one carbon monoxide detector in both the kitchen and sleeping quarters; [and]
(ii) the owner of the cabin files with the municipality either:
(A) an affidavit on a form prescribed by the department attesting to the fact that the cabin meets the definition of a "recreational cabin” in section [7210.103] or
(B) a valid proof of insurance for the recreational cabin, written and issued by an insurer authorized to do business in this Commonwealth, stating that the structure meets the definition of a "recreational cabin” as defined in section [7210.103];

Id. § 7210.104(b)(7).

. Local governments and homeowners' associations are preempted from imposing "building construction standards or codes for buildings to be constructed, renovated, altered or modified.” 35 P.S. § 7210.104(d)(2)(i); see also id. % 7210.104(d)(1).

. On this point, I note my disagreement with the lead Justices that "resolution of this issue requires us to interpret the breadth of the [UCC’s] preemption clause. OAJC at 1265.

. While "recreation” is the pertinent word insofar as this analysis is concerned, I also note the definition of "vacation,” as the Glatfelters obtained a building permit from Salem Township for a "two-story vacation home, slab on grade: stick built (recreational cabin exempt).” Salem Township Permit, R.R. at 154a.

. As proposed in HB 2149, a recreational cabin was defined as a structure which is:

(1) used principally for the purpose of engaging in seasonal hunting and fishing;

(2) not utilized as a domicile or residence for any individual for any time period;

(3) not utilized for commercial purposes;

(4) not greater than two stories in height, excluding basement;

(5) not utilized by the owner or any other person as a place of employment;

(6) not a mailing address for bills and correspondence; and

(7) not listed as an individual’s place of residence on a tax return, driver's license, car registration or voter registration.

. Contrarily, the legislative history for HB 2149 contains justification for the definition of a recreational cabin. See Pennsylvania House of *582Representatives Legislative Journal, 2004 Session, No. 19, at 464-467 (Mar. 31, 2004) (remarks of Rep. Fairchild, noting the safety provisions contained within the recreational cabin exemption).

. While I realize that the Bill Summary is inconsistent with the final, enacted language of SB 1139/Act 92, it is the only evidence available that allows this Court to consider “the occasion and necessity of the statute; the circumstances under which it was enacted; the mischief to be remedied; [and] the object to be attained.” 1 Pa.C.S. § 1921(c)(1)-(4). The explicit language of the summary makes clear that the recreational cabin exemption was found necessary by the General Assembly because enforcement of the strict provisions of the UCC was virtually impossible in extreme rural areas, and, indeed, made little sense in that context. In its wisdom, the legislature found that, so long as certain other requirements were met, the Commonwealth should not impose the rigid mandates of the UCC on the rustic sportsman who may not be anxious about substandard construction.