Keystone Care v. Grossinger, B., 1051 EDA 2015

Appellant Bruce Grossinger appealed a judgment entered March 12, 2015 in Montgomery County arising from a contract dispute with appellee Keystone Care Administrative Services, Inc. (KCAS).
The contract between the parties contained an indemnification clause; KCAS sought recovery of attorney’s fees under that clause after litigation.
The Superior Court issued a majority decision resolving the appeal in KCAS’s favor, including affirming an award of attorney’s fees to KCAS.
Judge Strassburger filed a concurring and dissenting memorandum: he agreed with the majority on all issues except the award of attorney’s fees under the contract’s indemnification provision.
Strassburger emphasized Pennsylvania’s adherence to the American Rule: fee awards require express statutory authorization, a clear contractual agreement, or a recognized exception.
He argued the indemnification clause is properly read as a promise to cover losses caused by one party’s acts (e.g., indemnifying for third‑party claims), not as a clear fee‑shifting provision for contract litigation between the parties.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the contract’s indemnification clause constitutes a clear agreement to shift attorney’s fees for breach‑of‑contract litigation	KCAS: indemnification clause permits recovery of attorney’s fees incurred enforcing the contract	Grossinger: clause is for indemnifying losses/third‑party claims, not a fee‑shifting provision for inter‑parties litigation	Strassburger dissent: trial court erred; clause not a clear contractual fee‑shifting agreement (majority nonetheless affirmed fee award)

Samuel‑Bassett v. Kia Motors Am., Inc., 34 A.3d 1 (Pa. 2011) (reiterates American Rule and bases for fee awards)
Wrenfield Homeowners Ass'n, Inc. v. DeYoung, 600 A.2d 960 (Pa. Super. 1991) (contract construed as whole to effect parties’ intent)
Burlington Coat Factory of Pennsylvania, LLC v. Grace Const. Mgmt. Co., LLC, 126 A.3d 1010 (Pa. Super. 2015) (defines scope and purpose of indemnification agreements)
Bernotas v. Super Fresh Food Markets, Inc., 863 A.2d 478 (Pa. 2004) (example of indemnitor indemnifying premises owner for third‑party injury settlement)
McMullen v. Kutz, 985 A.2d 769 (Pa. 2009) (example of a typical contractual fee‑shifting provision)
Bayne v. Smith, 965 A.2d 265 (Pa. Super. 2009) (illustrates lease fee‑shifting language and enforcement)
Trizechahn Gateway LLC v. Titus, 976 A.2d 474 (Pa. 2009) (upholds clause obligating tenant to pay attorney’s fees to enforce lease obligations)