United Environmental Group, Inc. v. GKK McKnight, LP
176 A.3d 946
| Pa. Super. Ct. | 2017Background
- United Environmental performed underground tank removal and remediation at a former gas station on McKnight Road; invoices totaled about $350,000, with partial payments from GKK ($17,390.55) and Golden ($100,000).
- United submitted a written estimate signed by GKK; United also had a long course of dealing with Golden (decades of informal work and prior payments).
- GKK purchased the property from Golden under a written sale agreement containing Paragraph 10: seller (Golden) "shall . . . be responsible for bringing the Property into compliance" with DEP UST regulations.
- United sued GKK and Golden for breach of contract, unjust enrichment, continuing services, and CASPA remedies (interest, penalties, attorneys’ fees). Jury found both GKK and Golden breached contracts and awarded $233,000 total; nonsuited unjust enrichment/continuing services claims.
- The trial court reserved ruling on CASPA until after the jury but then denied United CASPA relief, reasoning (1) "slight evidence" of a written contract with Golden and (2) United was not a "substantially prevailing party" for CASPA remedies. United appealed; Golden and GKK cross-appealed on related issues.
- The Superior Court vacated the trial court’s CASPA disposition and remanded for further proceedings on CASPA, while affirming the denial of judgment n.o.v. for Golden and GKK’s indemnity cross-claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether trial court properly denied CASPA remedies (interest, penalties, fees) after deferring CASPA to post-trial | United: parties agreed to defer CASPA to bench; CASPA entitlement should be decided on the existing record; United is entitled to statutory interest/penalties/fees | Defendants: CASPA inapplicable or not proven; Golden not an "owner"; United did not present CASPA to jury; United did not substantially prevail | Superior Court: Trial court erred to resolve CASPA as matter of law without findings; remand for determination whether CASPA elements were proven and whether additional evidence/trial is needed |
| Whether there was sufficient evidence of a contract between United and Golden (oral contract) | United: course of dealing and Golden’s $100,000 payment (and Kehm’s statements) established an oral contract | Golden: no signed acceptance; work was contracted with GKK; parol evidence cannot create an oral contract supplanting the written sale | Superior Court: Evidence was sufficient for jury to find an oral contract with Golden; denial of judgment n.o.v. affirmed |
| Whether GKK is entitled to indemnity/contribution from Golden under sale agreement Paragraph 10 | GKK: Paragraph 10 unambiguously makes Golden responsible for cleanup; GKK entitled to indemnity if held liable | Golden: Paragraph 10 is vague and does not obligate payments to GKK or third parties; jury could reasonably find otherwise | Superior Court: Paragraph 10 could support indemnity but jury likely reached a compromise; denial of GKK’s JNOV affirmed |
| Proper standard for "substantially prevailing party" and its effect on CASPA remedies | United: substantial recovery (total $233,000) satisfies prevailing-party standard; trial court wrongly used jury’s omission of contractual interest to deny CASPA relief | Defendants: United did not substantially prevail given disparity between claimed and awarded amounts; CASPA requirements unmet | Superior Court: Being a "substantially prevailing party" is required for attorneys’ fees under CASPA but not a precondition for interest/penalties; trial court misapplied the standard and must make factual findings on CASPA elements on remand |
Key Cases Cited
- Prieto Corp. v. Gambone Constr. Co., 100 A.3d 602 (Pa. Super. 2014) (explains CASPA purpose and that parties’ course of dealing informs existence of oral construction contracts)
- John B. Conomos, Inc. v. Sun Co., Inc. (R&M), 831 A.2d 696 (Pa. Super. 2003) (CASPA interest available when payment late per statute)
- Boyle v. Steiman, 631 A.2d 1025 (Pa. Super. 1993) (course of dealing and repeated payments can establish oral contract)
- Ellingsen v. Magsamen, 486 A.2d 456 (Pa. Super. 1984) (trial judge must develop a complete record and file comprehensive opinion supporting post-trial decision)
- Zavatchen v. RHF Holdings, Inc., 907 A.2d 607 (Pa. Super. 2006) (discusses CASPA prevailing-party standard for attorney’s fees)
- Imperial Excavating & Paving, LLC v. Rizzetto Const. Mgmt., Inc., 935 A.2d 557 (Pa. Super. 2007) (attorney’s fees under CASPA require substantially prevailing-party status)
- Ruthrauff, Inc. v. Ravin, Inc., 914 A.2d 880 (Pa. Super. 2006) (CASPA penalty requires bad-faith withholding of payment)
- Walker v. Saricks, 63 A.2d 9 (Pa. 1949) (parol evidence rule: written contract merges prior negotiations but does not preclude modification by subsequent oral agreement)
- Ely v. Susquehanna Aquacultures, Inc., 130 A.3d 6 (Pa. Super. 2015) (compromise jury verdicts are permissible and favored)