American Winter Services v. Limerick Village, LP
947 EDA 2017
| Pa. Super. Ct. | Dec 13, 2017Background
- AWS contracted with Longview to provide snow-and-ice removal at 12 properties for the 2013–2014 season (Nov 1–Apr 15).
- Each contract included (1) an express dollar figure labeled “AGREEMENT CAP FOR INVOICES FOR SERVICES $[X]” and (2) a provision allowing invoices “over and above [Longview’s] budgeted amount” to be paid in eight equal monthly installments from May–Dec 2014.
- Longview stopped paying some invoices mid-season, asserting the express dollar “cap” limited its seasonal obligation; AWS contended the cap was a cash‑flow/payment‑schedule device and not an absolute limit on liability.
- The trial court initially denied preliminary objections (finding ambiguity), permitted discovery, then granted Longview partial summary judgment, concluding the contract terms were unambiguous or, alternatively, that parol evidence supported Longview’s interpretation.
- On appeal, the Superior Court found the contract language ambiguous as to “cap” and “budgeted amount,” identified conflicting parol evidence (AWS principal vs. Longview employees), and held the trial court improperly decided credibility and weighed evidence at summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether contract language ("cap" and "budgeted amount") is unambiguous | The cap is not a hard limit; the installment clause shows the cap is a cash‑flow/payment term allowing excess to be paid over time | The express dollar "cap" is a hard contractual limit on seasonal billing | The language is ambiguous; court must consider parol evidence and leave credibility issues to factfinder |
| Whether parol evidence supported Longview’s interpretation so as to allow summary judgment | Parol evidence (AWS principal) supports AWS’s reading that "budgeted amount" ≠ internal Longview budget | Longview’s employees testified "budgeted amount" was an internal budget, supporting Longview and negating factual dispute | Conflicting parol evidence exists; credibility determinations were improperly made on summary judgment |
| Whether trial court may weigh witness credibility on summary judgment | AWS: credibility is for the factfinder; testimony by Longview’s witnesses can be impeached and does not eliminate factual dispute | Longview: witness testimony establishes a single reasonable interpretation, warranting summary judgment | Court erred by devaluing AWS witness and weighing credibility; remand for factfinder |
| Whether partial summary judgment should be reversed | AWS: enough conflicting evidence to survive summary judgment and proceed to trial | Longview: no genuine issue of material fact remains on interpretation | Superior Court reversed partial summary judgment and remanded for further proceedings |
Key Cases Cited
- E.R. Linde Const. Corp. v. Goodwin, 68 A.3d 346 (Pa. Super. 2013) (summary judgment standard review)
- Charles D. Stein Revocable Trust v. General Felt Industries, Inc., 749 A.2d 978 (Pa. Super. 2000) (contract interpretation is a question of law)
- Szymanski v. Brace, 987 A.2d 717 (Pa. Super. 2009) (start with written language to discern intent)
- Kmart of Pennsylvania, L.P. v. M.D. Mall Associates, LLC, 959 A.2d 939 (Pa. Super. 2008) (courts generally will not imply a contract different from parties’ agreement)
- Prudential Prop. and Cas. Ins. Co. v. Sartno, 903 A.2d 1170 (Pa. 2006) (unambiguous contracts are enforced as written)
- Hutchison v. Sunbeam Coal Co., 519 A.2d 385 (Pa. 1986) (definition of contractual ambiguity)
- Madison Constr. Co. v. Harleysville Mut. Ins. Co., 735 A.2d 100 (Pa. 1999) (terms ambiguous if subject to more than one reasonable interpretation)
- Z & L Lumber Co. of Atlasburg v. Nordquist, 502 A.2d 697 (Pa. Super. 1985) (parol evidence is admissible to interpret ambiguous contracts)
- Kripp v. Kripp, 849 A.2d 1159 (Pa. 2004) (ambiguous writings are for the factfinder to interpret)