Brosky, W. v. MJC Industries, Inc., Brosky, W. v. MJC Industries, Inc. No. 2138 EDA 2016

Background

In October 2010, the day before his guilty plea on sexual-offense charges, Michael Mesko transferred two parcels (1515 Woodcock Rd. and 3268 Route 212) to MJC Industries, Inc. for $1 each; Mesko also transferred stock in Mesko Landscaping to Glenn Jackson. Mesko thereafter was incarcerated.
William Brosky (victim) had causes of action against Mesko and obtained a $500,000 stipulated judgment (filed April 2011; indexed December 2012). Brosky sued MJC in May 2013 to reach the transferred real estate under Pennsylvania’s Uniform Fraudulent Transfer Act (UFTA).
Brosky moved for summary judgment on Counts II and III (UFTA claims). The trial court granted partial summary judgment (Feb. 2014), awarding judgment for the equity value of the properties ($315,000). Superior Court initially quashed an appeal and remanded to decide whether indispensable parties were absent.
On remand the trial court concluded Mesko, Jackson, and Mesko Landscaping were not indispensable parties and denied MJC’s motions; Brosky withdrew the remaining counts and the trial court’s June 21, 2016 order permitting withdrawal was appealed.
The Superior Court affirmed: it held (1) no indispensable parties had been omitted, (2) summary judgment on Counts II & III was proper because Brosky proved lack of reasonably equivalent value and Mesko’s insolvency/intent elements under 12 Pa.C.S. §§ 5104(a)(2)(ii) and 5105, and (3) defenses (Nanty‑Glo, laches) failed or were waived.

Issues

Issue	Brosky (Plaintiff) Argument	MJC (Defendant) Argument	Held
Were Mesko, Jackson, Mesko Landscaping indispensable parties?	Not directly addressed by Brosky; he proceeded against transferee seeking remedies under UFTA.	These three must be joined because their rights/interests (transferor, shareholder/operator, business with inventory on land) are implicated.	Not indispensable: court found no legal interest preventing entry of relief without joining them; UFTA permits remedies against transferee/asset.
Was summary judgment on UFTA claims proper (§5104(a)(2)(ii) & §5105)?	Transfers were constructively fraudulent: Brosky showed (1) claim arose before transfers; (2) Mesko received no reasonably equivalent value; (3) Mesko reasonably should have believed he would incur debts beyond ability to pay; (4) Mesko became insolvent as a result.	Genuine issues of fact (consideration, credibility, depositions) required jury resolution; Nanty‑Glo prohibits relying solely on witness testimony; laches defense.	Affirmed summary judgment: record (deeds, appraisals, depositions, conservation easement proceeds, timing of transfers day before plea) established no reasonably equivalent value and insolvency elements; no genuine material fact remained.
Did the trial court violate Nanty‑Glo rule by relying on testimony of Mesko/Jackson?	Brosky relied on documentary evidence and adverse-party testimony; not sole reliance on movant’s affidavits.	MJC: plaintiff relied on testimonial evidence of Mesko/Jackson (their depositions) and thus Nanty‑Glo should bar summary judgment.	MJC waived the argument by failing to raise it timely; on the merits, the court did not rely solely on testimonial evidence and Mesko/Jackson were adverse parties, so Nanty‑Glo did not bar judgment.
Is laches a bar to relief?	Brosky acted promptly after indexing of judgment; suit timely under UFTA.	MJC argued Brosky slept on rights and prejudice resulted.	Laches not established: Brosky filed within UFTA’s timeframe; MJC did not prove delay or prejudice.

Key Cases Cited

Sprague v. Casey, 550 A.2d 184 (Pa. 1988) (definition of indispensable party standard)
Mechanicsburg Area Sch. Dist. v. Kline, 431 A.2d 953 (Pa. 1981) (factors to evaluate indispensable parties)
Borough of Nanty–Glo v. American Surety Co. of New York, 163 A. 523 (Pa. 1932) (rule limiting summary judgment reliance on testimonial evidence)
Baker v. Geist, 321 A.2d 634 (Pa. 1974) (when a claim arises for UFTA purposes)
First Nat. Bank of Marietta v. Hoffines, 239 A.2d 458 (Pa. 1968) (past services generally not "fair consideration" for transfers)
Kraisinger v. Kraisinger, 34 A.3d 168 (Pa. Super. 2011) (UFTA remedies and equitable adjustments)