Wukich, D. v. Penn Security Bank
Wukich, D. v. Penn Security Bank No. 1212 WDA 2016
| Pa. Super. Ct. | Aug 8, 2017Background
- In 2011 Daniel J. Wukich and related entities borrowed $7,100,000 from Penn Security to finance a new assisted‑living project and used proceeds to pay off a 2007 NexTier loan; the NexTier payoff triggered a prepayment penalty, later assessed at about $206,448 (NexTier obtained a declaratory judgment against plaintiffs for the penalty).
- Plaintiffs (Wukich parties) sued Penn Security and two officers (Best, CEO; Misterman, EVP), alleging fraud, negligent misrepresentation, promissory estoppel, and indemnification based on oral statements that Penn Security would “take care of” or avoid the NexTier prepayment penalty.
- The loan documents contained a clear, written jury‑trial waiver and a fully integrated loan agreement; discussions about the prepayment penalty were not included in the written agreement.
- At a non‑jury trial the court credited Penn Security’s witnesses, found plaintiffs were sophisticated business actors who assumed a business risk, and concluded there was no enforceable oral promise or actionable misrepresentation inducing the loan.
- Trial court entered judgment for defendants; plaintiffs’ post‑trial motions for JNOV or a new trial were denied. Plaintiffs appealed; the Superior Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether plaintiffs were entitled to a jury trial despite a contractual jury‑waiver | Jury waiver in the loan agreement did not necessarily bind claims against Best and Misterman individually | Best and Misterman acted as Penn Security agents; the written waiver applies to the bank and its agents for claims arising from the loan/transactions | Waiver applies to officers acting as agents; no jury trial error (waiver valid and applicable) |
| Whether promissory estoppel, negligent misrepresentation, or indemnity were established | Oral promises to avoid/cover prepayment penalty induced plaintiffs to enter loan; equitable relief or damages appropriate | No credible, material, or legally enforceable oral promise; plaintiffs were sophisticated, encouraged to seek counsel, and took a business risk | Claims fail: plaintiff did not prove reasonable reliance or all elements; trial court credibility findings upheld |
| Whether the loan agreement was fully integrated and parol evidence excluded | Agreement lacked integration clause; extrinsic evidence (e.g., board memorandum) showed intent to avoid penalty so parol evidence admissible | Written loan embodies final terms; alleged oral promise would naturally be in the written agreement; parol rule bars enforcing an omitted oral promise | Agreement is integrated; even if parol rule not applied below, the rule would bar an oral promise on this subject — no error in denying relief |
| Whether trial court ignored or misweighed key evidence (board memo, payoff amounts, inability to review documents) | Board memo and payoff letters show purpose and shortfall; plaintiffs lacked time to review and were misled, so verdict against weight of evidence | Court considered the evidence, credited defendants’ testimony on document review and closings; plaintiffs selected bank for relationship, not solely for penalty avoidance | No new trial: appellate court defers to credibility findings; numerical/payoff discrepancies were harmless |
Key Cases Cited
- Jiricko v. Geico Ins. Co., 947 A.2d 206 (Pa. Super. 2008) (requirements for concise 1925(b) statement and waiver of issues for appellate review)
- Kehr Packages, Inc. v. Fidelity Bank, Nat. Ass'n, 710 A.2d 1169 (Pa. Super. 1998) (parol evidence rule and when a written agreement is fully integrated)
- Stephan v. Waldron Elec. Heating & Cooling LLC, 100 A.3d 660 (Pa. Super. 2014) (standard of review in non‑jury trials and deference to trial court findings)
- Crouse v. Cyclops Indus., 745 A.2d 606 (Pa. 2000) (elements of promissory estoppel in Pennsylvania)
- Milliken v. Jacono, 60 A.3d 133 (Pa. Super. 2012) (elements of negligent misrepresentation)
- Basile v. H & R Block, 761 A.2d 1115 (Pa. 2000) (agency: agent’s authority and binding principal)
- eToll, Inc. v. Elias/Savio Advert., Inc., 811 A.2d 10 (Pa. Super. 2002) (burden of establishing agency relationship)
- Betz v. Erie Ins. Exch., 957 A.2d 1244 (Pa. Super. 2008) (standard for new trial based on weight of the evidence)
- Williams v. Wade, 704 A.2d 132 (Pa. Super. 1997) (appellate court may affirm on any correct legal ground regardless of trial court's rationale)