The HUNTINGTON NATIONAL BANK, Successor in Interest to Sky Bank, Appellee, v. K-COR, INC., Appellant.
Superior Court of Pennsylvania
Dec. 31, 2014
783 A.3d 783
Argued Dec. 9, 2014.
See In re Estate of Bowman, supra. In this regard, we adopt the discussion of the trial court as dispositive:
The Court finds that Wife‘s actions in this matter invoke the doctrine of laches. The evidence shows that Husband provided Wife in January 2005 the materials that explained the [Business-1] transaction. In February 2006 Husband offered to arrange a meeting between the transactional attorney who helped effectuate the [Business-1] transaction and Wife to discuss the closing documents. (Husband‘s Exhibit 9; Husband‘s Exhibit 22). Wife‘s counsel took advantage of this opportunity (although he refused to discuss the documents with either Husband or the transactional attorney) later that month. After two examinations of the [Business-1] closing documents performed by Wife and/or her agent, followed by Wife‘s consistent assertions that Husband owed her more money under the Equitable Distribution Agreement, the Court finds that Wife did not exercise due diligence in the pursuit of her claim by filing the present action five (5) years after these events took place.
The Court further finds that Husband was prejudiced by Wife‘s actions because he made a $150,000 payment to Wife under the pretenses that this amount would resolve the parties’ equitable distribution issues. Even though Husband believed that he paid Wife the correct amount due to her closely following the [Business-1] sale (a sum of $300,000), Husband paid Wife an additional $150,000 in September 2005 in an attempt to completely settle the matter. Wife, however, continued to pursue more funds under the Equitable Distribution Agreement. This clearly prejudiced Husband because he believed that the payment of this amount to Wife would end their dispute and quell the possibility of any further court action. If Wife sought to enforce her claims in a timely manner, it is likely that Husband would have withheld any payments to Wife and waited until the Court disposed of the conflict.
Since the two prongs of the “doctrine of laches” test have been met, Wife‘s claims are properly barred by the doctrine of laches.
Trial Court Opinion, 12/2/2013, at 27-28.
Accordingly, we affirm.
William C. Price, Pittsburgh, for appellee.
BEFORE: BENDER, P.J.E., BOWES, J., and ALLEN, J.
OPINION BY BENDER, P.J.E.:
K-Cor, Inc. (Appellant) appeals from the order entered on July 12, 2013, denying its petition to strike or open judgment entered by confession. We affirm.
The following facts are not in dispute. This case involves guarantees on two commercial loans. In November 2000, Huntingdon National Bank‘s predecessor, Sky Bank, entered into a loan agreement with Rock Airport of Pittsburgh, LLC (Airport LLC), pursuant to which the bank loaned $3,000,000 to Airport LLC. Appellant guaranteed the loan. The guaranty provides for judgment by confession in the event of a default on the loan.
In June 2002, the bank and Airport LLC entered into a second loan agreement, pursuant to which the bank loaned an additional $370,000 to Airport LLC. Appellant guaranteed the loan. The guaranty provides for judgment by confession in the event of a default on the loan.
Following default and notice, Huntingdon National Bank (hereinafter, the Bank) initiated this action in May 2013, filing a complaint in confession of judgment. Thereafter, judgment was entered in the total amount of $3,282,049.77. See Notice of Judgment, 05/22/2013.
In June 2013, Appellant filed a petition to strike or open the judgment, comprised of a single paragraph averring that it had not voluntarily, intelligently, and knowingly given up its right to notice and
Appellant raises the following issues on appeal:
- Whether or not the [trial] [c]ourt abused its discretion in failing to grant the motion for amendment of a petition, when good and cognizable defenses are presented at the time of the presentment of the petition and request for amendment and incorporation of allegations at related cases?
- Whether or not the [trial] [c]ourt abused its discretion in failing to grant reconsideration of the denial of the motion for amendment of a petition?
Appellant‘s Brief at “vi.”
In its first issue, Appellant contends that the trial court should have permitted Appellant to amend its original petition and that its proposed amendments support opening the confessed judgment.1 We review a court‘s order denying a petition to open a confessed judgment for an abuse of discretion. PNC Bank, Nat‘l Ass‘n v. Bluestream Tech., Inc., 14 A.3d 831, 835 (Pa.Super.2010). However, to the extent that Appellant challenges the lower court‘s interpretation of the Pennsylvania Rules of Civil Procedure, our standard of review is de novo, and our scope of review is plenary. See Midwest Fin. Acceptance Corp. v. Lopez, 78 A.3d 614, 624 (Pa.Super.2013) (citing Boatin v. Miller, 955 A.2d 424, 427 (Pa.Super.2008)); see also
Petitions to strike or open judgment by confession are governed by Pennsylvania Rules of Civil Procedure 2959 and 2960.
Relief from a judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition.
Appellant does not dispute the plain language of Rule 2959. Rather, Appellant maintains that there are meritorious defenses to the Bank‘s complaint and that the absence of either factual allegations or defenses in its petition was merely an “administrative oversight,” easily cured through amendment. Appellant‘s Brief, at 9. Appellant suggests its error became apparent at the outset of the hearing, prior to any determination by the trial court,
In contrast, the Bank contends that no amendment is permitted under the rules. The Bank notes that a party waives all defenses and objections that are not included in the petition, citing in support
For its part, the trial court concluded that Appellant‘s petition could not be amended. In its opinion, the court stated it could not “ignor[e] the clear and unambiguous language of the [r]ules of [c]ourt.” Trial Court Opinion (TCO), May 14, 2014, at 5. The court offered no precedent in support of its decision, rejected Appellant‘s plea to the equitable powers of the court, and found irrelevant the question whether amendment would prejudice the Bank. Id. at 6.
To the extent the trial court determined it was powerless to permit amendment, we disagree. The language employed in Rule 2959 is not unlike that found in Rule 1028 governing preliminary objections. That Rule states, in relevant part:
All preliminary objections shall be raised at one time. They shall state specifically the grounds relied upon and may be inconsistent. Two or more preliminary objections may be raised in one pleading.
The purpose of the requirement that a party raise all objections at one time is “to reduce the number of dilatory steps [available to a party] ... and thus expedite the reasonable disposition of the litigation.” Yentzer v. Taylor Wine Co., 409 Pa. 338, 186 A.2d 396, 398 (1962); see also Wagner v. Wagner, 564 Pa. 448, 768 A.2d 1112, 1120 n. 3 (2001); Bowman v. Meadow Ridge, Inc., 419 Pa.Super. 511, 615 A.2d 755, 757 (1992). The single-petition requirement in Rule 2959 fulfills the same purpose. See generally
However, this Court has previously permitted amendment of preliminary objections. See Bowman, 615 A.2d at 757 (declining to find the trial court erred in ruling on amended preliminary objections, despite failure to cure the consent of the adverse party or leave court, where no action had been taken on the original preliminary objections and the amended motion did not delay the proceedings); see also Dep‘t of Transp. v. Schodde, 61 Pa.Cmwlth. 77, 433 A.2d 143, 145 (1981) (“[A] court has the discretion to allow an amendment of preliminary objections in the absence of an error of law or prejudice to the adverse party.“).
More generally, the purpose of our procedural rules is to facilitate the administration of justice, and our courts should apply them with that purpose in mind. The rules shall be liberally construed to secure the just, speedy and inexpensive determination of every action or proceeding to which they are applicable. The court at every stage of any such action or proceeding may disregard any error or defect of procedure which does not affect the substantial rights of the parties.
Finally, we conclude that the appellate decisions cited by the Bank are distinguishable from the matter currently before this Court. See, e.g., Davis v. Woxall Hotel, Inc., 395 Pa.Super. 465, 577 A.2d 636, 638-39 (1990) (declining to address a defense raised on appeal, but not pleaded in appellant‘s petition to open or strike); C-Rich Co. v. Davis, 383 Pa.Super. 31, 556 A.2d 413, 417-18 (1989) (quashing as interlocutory an appeal from an order denying Appellant‘s motion to amend its petition to open or strike); Mellon Bank v. Rafsky, 369 Pa.Super. 585, 535 A.2d 1090, 1091-94 (1987) (affirming the trial court‘s finding of waiver where petitioner in a related matter raised additional grounds to open a confessed judgment “during the course of the hearing,” testimony was adduced over several days, and no motion to amend was considered); J.M. Korn & Son, Inc. v. Fleet-Air Corp., 300 Pa.Super. 458, 446 A.2d 945, 947 (1982) (reversing the trial court‘s decision granting leave to amend “after judgment had been opened“) (emphasis added). None of these cases addresses precisely a petitioner‘s motion to amend prior to the adjudication of the original petition, and we are aware of no appellate decision that does so.
Accordingly, we hold that no strict prohibition of amendments is warranted. In our view, the decision whether to permit a petitioner to amend a petition to open or strike a confessed judgment, presented prior to adjudication of the merits of the original petition, is best left to the discretion of the trial court. In exercising this discretion, a trial court should examine the proposed amendments and consider whether amendment will unduly prejudice the opposing party. See, e.g., Horowitz v. Universal Underwriters Ins., 397 Pa.Super. 473, 580 A.2d 395, 398-400 (1990) (discussing undue prejudice).
That does not end our analysis, however, for we may affirm the trial court on any ground. See, e.g., Commonwealth v. Price, 876 A.2d 988, 994 (Pa.Super.2005). It is not clear from the record when the trial court considered the substance of Appellant‘s proposed amendments. There is no transcript of the argument, and Appellant did not submit written, proposed amendments until July 18, 2013, nearly a week after the court denied its initial petition.2 Nevertheless, it is clear that the court considered and rejected them. See TCO, at 7-9 (concluding that Appellant‘s allegations of conspiracy and fraud were of questionable relevance, devoid of merit, and, at least in part, previously rejected by the court in a different case). We have reviewed the content of Appellant‘s allegations and agree with the trial court. Accordingly, we discern no abuse of the court‘s discretion in denying Appellant‘s motion to amend its petition.
Appellant also contends that the Court should have granted its motion for reconsideration. “Pennsylvania case law is absolutely clear that the refusal of a trial court to reconsider, rehear, or permit reargument of a final decree is not reviewable on appeal.” Provident Nat‘l Bank v. Rooklin, 250 Pa.Super. 194, 378 A.2d 893, 897 (1977) (citing McCready v. Gans, 242 Pa. 364, 89 A. 459 (1913)). Accordingly, the issue is not properly before this Court.
Order affirmed.