In Re: Estate of Caruso, P., Appeal of: Caruso, G., 176 A.3d 346

Geraldine Caruso sued the executrix of her partner Peter Caruso’s estate seeking specific performance of a 1983 Hays Land Company (HLC) Partnership Agreement buy‑sell provision after Peter’s death in 2015.
Geraldine alleged she and Peter were 50/50 general partners in the original 1983 partnership (after John Caruso’s death in 2003) and that she timely offered to buy Peter’s interest per the Agreement; the executrix refused and returned payment.
Executrix claimed the original partnership dissolved upon John’s death and that Geraldine and Peter formed a new partnership (without the 1983 Agreement), and that Peter lawfully merged the partnership into an LLC in April 2015, so the buy‑sell clause did not apply.
Executrix moved for summary judgment, arguing (1) the Dead Man’s Act barred Geraldine from testifying about pre‑death agreements and thus she could not prove the 1983 Agreement governed, and (2) Peter had authority to effect the April 2015 merger. The trial court granted summary judgment for executrix.
The Superior Court reversed: it held genuine issues of material fact exist about (a) whether a merger occurred and (b) whether the 1983 Partnership Agreement continued to govern, and concluded the Dead Man’s Act did not justify summary judgment because non‑testimonial admissible evidence raised triable issues.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Validity of April 30, 2015 merger of the general partnership into an LLC	Merger was invalid: merger was outside ordinary partnership business and required unanimous consent; no authority to unilaterally restructure/transfer partnership into an LLC	Peter’s unilateral act was authorized by UPA agency provisions and partnership management rules; merger took HLC assets into LLC prior to death	Reversed summary judgment — documents presented did not conclusively prove a valid merger; triable issues exist whether merger was authorized and even whether a merger was legally effective pre‑Act 2015 changes
Effect of Dead Man’s Act on proof of 1983 Agreement and specific performance claim	Although Geraldine cannot testify to pre‑death agreement, extrinsic competent evidence (prior verified admissions by Peter, tax returns, financial records, course of dealing) creates genuine disputes about continuity of the 1983 Agreement and requires trial	Dead Man’s Act bars Geraldine’s oral testimony about pre‑death events, leaving insufficient evidence to prove the Agreement governed, so summary judgment is proper	Reversed summary judgment — non‑testimonial evidence and prior admissions, viewed in favor of Geraldine, raise genuine issues whether the 1983 Agreement governed and whether specific performance claim survives; Dead Man’s Act did not mandate summary judgment

Summers v. Certainteed Corp., 997 A.2d 1152 (Pa. 2010) (summary judgment standard)
Atcovitz v. Gulph Mills Tennis Club, Inc., 812 A.2d 1218 (Pa. 2002) (summary judgment standards and inferences)
LJL Transp., Inc. v. Pilot Air Freight Corp., 962 A.2d 639 (Pa. 2009) (scope of appellate review on summary judgment)
Universal Health Servs., Inc. v. Pennsylvania Property and Casualty Ins. Guaranty Assoc., 884 A.2d 889 (Pa. Super. 2005) (standard of review)
Murphy v. Burke, 311 A.2d 904 (Pa. 1973) (partnership formation by intent; no written agreement required)
In re Estate of Petro, 694 A.2d 627 (Pa. Super. 1997) (purpose and effect of Dead Man’s Act)
In re Fiedler, 132 A.3d 1010 (Pa. Super. 2016) (Dead Man’s Act rationale on adverse surviving party testimony)
Durkin v. Equine Clinics, Inc., 546 A.2d 665 (Pa. Super. 1988) (effect of unequivocal prior admissions)