V-Tech Services, Inc. v. Street
72 A.3d 270
| Pa. Super. Ct. | 2013Background
- V-Tech Services (Appellant) sued multiple parties alleging fraud and promissory estoppel arising from an attempted assignment of a Philadelphia International Airport baggage-maintenance contract; default judgments were entered against Thomas Milton Street, Sr. and Notlim, Inc., in V-Tech's favor.
- The trial court (Judge New, sitting on the cold record after Judge Sheppard's death) found for Appellees John S. Velardi, Sr., Philadelphia Airport Services (PAS), Affiliated Building Services, LLC, and Line Facility Services, Inc., on V-Tech’s fraud and promissory-estoppel claims; damages were awarded only against Street and Notlim.
- V-Tech moved for judgment notwithstanding the verdict (JNOV) and a new trial, arguing (1) Velardi/PAS/Line participated in Street’s fraudulent assignment and made promises that V-Tech would perform the contract, (2) Street was PAS’s agent (actual or apparent), and (3) V-Tech is entitled to lost profits.
- The trial court denied the post-trial motions, finding insufficient clear and convincing evidence of fraud or promissory estoppel against Velardi/PAS/Line and insufficient proof of an agency relationship between Street/Notlim and PAS.
- The Superior Court reviewed the cold-record verdict de novo for legal questions and for sufficiency of the evidence in the light most favorable to the verdict winners, and affirmed the trial court on all appealed issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was JNOV warranted on fraud claims against Velardi/PAS/Line? | Velardi participated in Street’s fraudulent assignment and promised V‑Tech would perform, so fraud was proven. | Trial record lacks clear-and-convincing proof Velardi made affirmative misrepresentations or received monies; evidence supports PAS intended a direct contract but not fraud. | Denied — sufficient competent evidence supported the verdict for appellees; credibility findings upheld. |
| Was JNOV warranted on promissory estoppel against Velardi/PAS/Line? | Velardi promised V‑Tech would perform and earn profits per Notlim calculations. | No clear promise in record; PAS sought a direct contract and subcontract terms differed from Notlim profit calculation. | Denied — record fails to show promissory estoppel elements. |
| Could Street/Notlim be treated as agent of PAS (actual/apparent/estoppel) to impute liability? | Notlim was a PAS alter ego; Street acted with authority to bind PAS, so PAS should be liable. | Street was a consultant without authority to approve assignment; subcontract prohibited assignment without PAS approval. | Denied — plaintiff did not prove agency by preponderance; agency findings are factual and supported. |
| Is V‑Tech entitled to lost profits from Affiliated Building or Line Facility? | V‑Tech would have earned $3,895,465 had assignment been effective; those profits were retained by Affiliated/Line. | Trial court did not find Affiliated or Line liable; no basis for awarding lost profits. | Denied — no liability found as to Affiliated/Line; claim rejected. |
Key Cases Cited
- O'Kelly v. Dawson, 62 A.3d 414 (Pa. Super. 2013) (standard of review for JNOV and viewing evidence in light most favorable to verdict winner)
- Wilson v. Donegal Mut. Ins. Co., 598 A.2d 1310 (Pa. Super. 1991) (elements of fraud; concealment vs. silence)
- Snell v. Commonwealth State Examining Bd., 416 A.2d 468 (Pa. 1980) (fraud must be proven by clear and convincing evidence)
- Crouse v. Cyclops Indus., 745 A.2d 606 (Pa. 2000) (elements of promissory estoppel)
- Walton v. Johnson, 66 A.3d 782 (Pa. Super. 2013) (agency law and standards for manifesting agency)
- Reott v. Asia Trend, Inc., 55 A.3d 1088 (Pa. 2012) (appellate review of trial court factual determinations and JNOV standards)