PLAC, Inc. v. Lamb, W.
2122 EDA 2015
| Pa. Super. Ct. | Aug 17, 2016Background
- PLAC, Inc. and Tupitza formed PLAC to provide title insurance services starting around 1991.
- In 2003–2004 PLAC expanded, acquired Metropolitan Title, and ANSS Parties sought to acquire PLAC from Tupitza.
- June 2004 Settlement Agreement required LandAmerica's consent as a condition precedent to closing; consent never occurred.
- PLAC/Tupitza hired the Lamb Firm to pursue damages; underlying breach-of-contract action against ANSS Parties ended in summary judgment for ANSS on November 6, 2006.
- September 2010: PLAC/Tupitza filed legal malpractice against the Lamb Firm; Lamb Firm counterclaimed for unpaid fees.
- Trial court granted summary judgment for Lamb Firm in July 2014 based on lack of viable underlying case; judgment entered July 9, 2015, with appeal filed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| May summary judgment be granted where there are disputed facts? | PLAC argued facts should preclude judgment. | Lamb Firm argued no genuine issue; failure of underlying case forecloses malpractice claim. | Yes; no genuine issue as to essential elements; summary judgment appropriate. |
| Can a buyer keep assets if a condition precedent to closing fails? | If condition not met, buyer retains assets without paying. | Condition precedent termination ends duty; no unjust enrichment remedy. | No; condition precedent not satisfied, contract terminated; no entitlement to assets without payment. |
| Does unjust enrichment apply where a contract governs the rights and obligations? | Plaintiffs seek quasi-contractual recovery due to breach. | Written contract governs; unjust enrichment not available when contract governs. | Not available; contract governs and termination due to condition precedent precludes unjust enrichment. |
| May a court rewrite a contract to insert new conditions to allow recovery? | Plaintiffs seek to modify the duty to pay via equitable restoration. | Cannot rewrite; enforceability remains governed by written terms. | No; court will not rewrite contract to create new obligations or remedies. |
Key Cases Cited
- National Casualty Co. v. Kinney, 90 A.3d 747 (Pa. Super. 2014) (final order rule and merger of interlocutory orders for review purposes)
- Commonwealth v. Fulmore, 25 A.3d 340 (Pa. Super. 2011) (merger of interlocutory orders into final judgment)
- Quinn v. Bupp, 955 A.2d 1014 (Pa. Super. 2008) (interlocutory orders become reviewable on final judgment)
- Sabella v. Estate of Milides, 992 A.2d 180 (Pa. Super. 2010) (elements of legal malpractice and case-within-a-case concept)
- Cambria Savings and Loan Ass'n v. Gross, 294 Pa. Super. 351, 439 A.2d 1236 (Pa. Super. 1982) (unjust enrichment does not override written contract terms)
- Shovel Transfer and Storage, Inc. v. PLCB, 559 Pa. 56, 739 A.2d 133 (Pa. 1999) (distinction between enforceability and the effect of a failed condition precedent)
- Wachovia Bank, N.A. v. Ferretti, 935 A.2d 570 (Pa. Super. 2007) (elements of a legal malpractice claim and burden on plaintiff)
- Meyers v. Robert Lewis Seigle, P.C., 751 A.2d 1182 (Pa. Super. 2003) (case-within-a-case concept for legal malpractice)