Wilmington Savings v. 7327A West Chester Pk
220 EDA 2017
| Pa. Super. Ct. | Dec 12, 2017Background
- Several limited partnerships (including Duffy Family Limited Partnership — DFLP) bought commercial properties and borrowed from Alliance Bank; James Duffy and John Joyce (and their wives) personally guaranteed the loans.
- The partnerships defaulted; WSFS (successor to Alliance) entered confessed judgments against the partnerships and the individual guarantors (the Joyces and the Duffys).
- DFLP purchased WSFS’s rights under the judgments via a Loan Sale Agreement that required WSFS to “satisfy or release the Mortgages … and to satisfy the Judgments.”
- WSFS’s counsel prepared a praecipe to satisfy all judgments (including those against the Joyces), but a recorded praecipe only satisfied judgments as to all parties except John and Colleen Joyce in their individual capacities.
- The Joyces petitioned the trial court to compel WSFS to mark the remaining judgments satisfied; the court found the Joyces were intended third‑party beneficiaries of the sale agreement and ordered satisfaction.
- The Duffys appealed; the Superior Court concluded the Duffys lacked individual standing to bring the appeal and, alternatively, affirmed on the merits that the agreement required satisfying all judgments.
Issues
| Issue | Plaintiff's Argument (Duffys) | Defendant's Argument (Joyces/WSFS) | Held |
|---|---|---|---|
| Standing: whether the Duffys had capacity to appeal in their individual capacities | Duffys argued they could pursue the matter (claimed aggrievement) | Joyces argued Duffys lacked standing because DFLP (the buyer) is a separate entity and WSFS took no position | Duffys lacked standing; appeal dismissed on that ground (court affirmed sua sponte) |
| Whether trial court decided disputed facts without evidence | Duffys claimed Joyces presented no evidence on negotiations or fiduciary duty | Joyces maintained contract interpretation is dispositive and no factual hearing was required | Court held factual arguments irrelevant; contract interpretation controls |
| Whether Joyces were intended third‑party beneficiaries of the Loan Sale Agreement | Duffys contended DFLP intended to reserve rights to collect against the Joyces (i.e., judgments against Joyces not covered) | Joyces argued the plain language required WSFS to satisfy all “the Judgments,” including those against them | Court held Joyces were intended third‑party beneficiaries; language plainly covered all judgments |
| Contract interpretation: whether “the Judgments” included judgments against the Joyces | Duffys argued “the Judgments” did not necessarily include the Joyces’ individual judgments | Joyces/WSFS pointed to the agreement’s definitions and parties’ conduct (WSFS prepared satisfaction for all seven judgments) | Court held term unambiguous and encompassed all seven judgments; WSFS required to mark all satisfied |
Key Cases Cited
- Freedman v. Tax Review Board of City of Philadelphia, 243 A.2d 130 (Pa. Super. 1968) (describing limited partner liability generally)
- Holt’s Cigar Company v. 222 Liberty Associates, 591 A.2d 743 (Pa. Super. 1991) (distinguishing general partner liability)
- Kraisinger v. Kraisinger, 928 A.2d 333 (Pa. Super. 2007) (contract interpretation is a question of law)
- Charles D. Stein Revocable Trust v. General Felt Industries, Inc., 749 A.2d 978 (Pa. Super. 2000) (court adopts interpretation that gives effect to parties’ intent and ordinary meaning of contract terms)
- In re Jerome Markowitz Trust, 71 A.3d 289 (Pa. Super. 2013) (principles for determining contract ambiguity and interpreting plain language)
- Guy v. Liederbach, 459 A.2d 744 (Pa. 1983) (two‑part test for intended third‑party beneficiaries)