136 A.3d 1033
Pa. Super. Ct.2016Background
- Knoll and Uku formed Yale in 2004 with Knoll owning 49% and Uku 51%; profits distributed only as Yale distributions, 10% reinvested into Yale.
- From 2008–2012 Uku withdrew $59,983.00 and Exico (Uku’s company) withdrew $228,565.35 from Yale’s accounts; Knoll received nothing.
- Yale project profits were disputed; a 2012 complaint alleged improper diversion of Yale profits to Uku and Exico.
- A non-jury trial led to a verdict for Knoll; post-trial relief denied; judgment for Knoll was $175,882.09 against Appellants.
- The trial court held that since Yale was defunct, Knoll was entitled to 49% of the total amount converted by Uku and Exico, plus $33,564.19 interest; an amended verdict followed.
- Appellants appeal asserting errors on profit calculation, direct/indirect expenses, witness credibility, and Knoll’s role in projects.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Profit allocation disputed under the agreement | Knoll seeks 49% of total funds converted | Only 90% distributable to the parties per agreement | Amended verdict proper; Knoll entitled to 49% of total converted profits; 10% reinvestment not applicable since Yale defunct |
| Direct expenses not accounted for | Direct costs should reduce profits before distribution | Direct expenses not supported by reliable trial evidence | Appellants failed to prove error; expenses not satisfactorily shown |
| Indirect expenses not accounted for | Indirect costs reduce profits due to taxes, admin, etc. | Uku’s evidence unreliable; records inconsistent | Court did not err; evidence insufficient to show net losses or improper deduction |
| Credibility of witnesses and reliance on Episcopo | Episcopo’s testimony supports lower margins | Episcopo’s credibility questionable; not bound to accept all testimony | Court not bound to accept Episcopo; credibility findings supported |
| Knoll’s role on projects | Knoll involved in Yale projects under the agreement | Uku controlled business; Knoll played no role | Knoll entitled to 49% as per agreement; findings upheld |
Key Cases Cited
- J.J. DeLuca Co. v. Toll Naval Assocs., 56 A.3d 402 (Pa. Super. 2012) (weight of trial court findings and credibility respected on appeal)
- Coleman v. Wyeth Pharm., Inc., 6 A.3d 502 (Pa. Super. 2010) (judicial admissions binding on party)
- In re Estate of Whitley, 50 A.3d 203 (Pa. Super. 2012) (requirement to cite authorities; not waived despite omission)