*1 that the criminal law should be enforced as it is written and according to conventional interpretive principles, consistently otherwise, applied. estimation, To do in my yields uncertainty and, thus, litigation increased risks doing more harm than good.
Finally, I observe that it beyond is scope limited (and allowance of it is appeal unnecessary any event under majority’s holding) Superior review conclu- Court’s sion that the evidence was insufficient to a support jury finding of on knowledge, Appellant’s part, that the victim was
under the age of thirteen. I note only that the Superior Court’s brief, discussion of the issue sufficiency very and the did not panel expressly consider the role of circumstantial review, evidence in the victim, including appearance of the who testified before jury. joins
Chief Justice CASTILLE
this dissenting opinion.
v. COUNTY, FRANKFORD HOSPITAL-BUCKS Frankford System, Inc., System, Healthcare Jefferson Health Inc., Hospitals, Appellants. Frankford Lesko, Jeanne as Executrix of the Estate Bernath, Appellee v. of Kathleen Hospital-Bucks County, Frankford Healthcare System, Inc., System, Inc., Jefferson Health Hospitals, Appellants.
Supreme Pennsylvania. Court of
Argued May 2010.
Decided Jan. 2011. *3 Elliott, Kauffman, M. Elliott Bruce John Philadelphia, W. Greenleaf, Jr., Siedzikowski, P.C., Stewart John Greenleaf & Daniels, Santarelli, Bell, P. Blue Robert C. Philadel- Frederick County, Hospital-Bucks for phia, Inc., al. System, Healthcare et Stern, Kline, Lyman Thomas R. Andrew Charles Joseph Becker, P.C., for Lesko. Specter, Philadelphia, Kline & Jeanne C.J., SAYLOR, EAKIN, BAER, CASTILLE,
BEFORE: MELVIN, TODD, McCAFFERY, ORIE JJ.
OPINION EAKIN. Justice
In Kathleen Bernath a medical brought malpractice sur- against appellants injuries following claim sustained at Frankford In she entered into a gery Hospital. *4 written settlement with 1.4 of appellants. Section agreement provided, acknowledges agrees and “[Bernath] discharge general that the release and set forth above is a 2.0, release.... The total consideration as outlined Sections 2.1, 2.2 and 2.3 below is in the amount of Million Three Six ($6,300,000.00).” Hundred Thousand Dollars Settlement 12/12/05, 3, § at 1.4. 2.1 and 2.2 stated Agreement, Sections medical insurance and would Bernath directly pay Id., $400,000 $4,239,890, sums of at 3- lump respectively. 4, § 2.3 particular importance, provided: 2.1-2.2. Of Section Hospital City of of Philadelphia agrees to make in the payment following manner:
(i) ($20,000.00) The sum of Twenty Thousand Dollars per
month commencing on or about January 2006. ($20,000.00) of payment Twenty Said Thousand Dollars per month shall continue for the life of Kathleen Bernath. Said of Twenty Thousand Dollars ($20,000.00)per month shall increase by Four Percent (4.00%)compounded annually effective each anniversa- of ry commencement date. No payments shall be due on or after the date of Kathleen Bernath’s death. Id., 4, § at 2.3. Bernath these agreed periodic payments accelerated, deferred, increased, could not be or decreased. Id., 5, § at 3.0. Hospital reserved the right to fund the periodic payment liability via the purchase of an annuity policy from New York Life Insurance and Annuity Company, which then would take full responsibility obligations Id., 6, § Section 2.3. at 5.0. Bernath specifically agreed this Id., at assignment. § 4.1.
In accordance with the agreement, Frankford Hospital is- sued a check to Bernath. It also issued a $1,660,100 check to New York Life for the annuity purchase, but some two weeks after the check was sent to New York Life, Bernath died. Though Frankford Hospital had sent the Life, check to New York death, at the time of Bernath’s annuity contract had yet been executed. Frankford Hos- pital asked New York check, Life to refund the million $1.6 claiming annuity obligation premised was on Bernath being alive at the time the payments commenced. Appellee, estate, as executrix of Bernath’s challenged claim and requested the paid be to the estate. $1.6
After several months of complicated procedural history, trial court ordered appellants Bernath’s estate $1,660,110. The trial court found the settlement agreement unambiguously revealed the parties’ intent that the total to be paid million, was and appellants’ portion of that amount was million—the million lump sum and the million paid to New York Life to fund the annuity. Trial
120 11/1/07, to the obligation pay at 14. It held the Opinion,
Court agreement; into the entered parties arose when the annuity impossi- thus, annuity purchase death made the as Bernath’s her estate. Id. ble, paid should be to the million $1.6 affirmed, find and the Court Superior Appellants appealed, annuity was the million to obtain duty pay the to ing $1.6 when the contract was an event but arose upon not stipulated No. 2327 & 2328 Hospital, v. executed. Lesko filed 2007, (Pa.Super. memorandum at unpublished EDA 2008). 15, appellants recognized The court believed October the check to by sending million obligation pay their to $1.6 and would not have annuity, Life to purchase New York $20,000 month themselves per pay contracted many years, alive for might Bernath have remained because Id. agreed upon more than the amount. costing appellants circumstances, which changed concluded Superior The Court agreed upon impossible appellants purchase made it promise pay to release them from their annuity, failed in the settlement specified Bernath’s estate the entire amount instead, only obligation changed the form of agreement; death, million to her and the estate was owed following mentioned in the satisfy the million “total consideration” Id., at 11. allocatur to review whether granted contract. We agree determination that the settlement Superior Court’s Bernath’s estate ment requires Lesko v. interpretation principles. contravenes contract Pa. County, 604 A.2d Hospital-Bucks (2009). 62-63 Superior the trial court and Court re-
Appellants contend disregarding unambigu- wrote the settlement its agreement, contrary create an to the language parties’ ous clearly pay- intent. maintain the states no They death, the fact passed ments were due after Bernath’s and she mere months after the contract was created does away the total consider- Appellants contend negate agreement. it ation could not be limited to because was live; would if the long to foresee how Bernath impossible million, would were indeed limited to she consideration have received the total only years consideration after six *6 two months of receiving payments.
Appellants dispute the trial court’s reliance on the “total 1.4, consideration” clause found in claiming Section it is an isolated sentence in a contract, section of “non-payment” clearly which is qualified by sections specific pertaining to payment. They argue the specific provisions contract would be obliterated and rendered if the meaningless one portion addressing “total consideration” given were the effect the lower approved, courts which is impermissible. See Baltic Inc., Development Co. v. Jiffy Enterprises, 435 Pa. (1969) (citation omitted)
A.2d (specific provisions govern general provisions).
Appellants argue there was no obligation in the contract requiring Frankford Hospital to purchase an annuity, only the option contend, to do so. They even if there were such an obligation, the party’s performance was made impossible by death; Bernath’s as her survival was a basic premise of the contract, performance is now impossible, and appellants’ duty is discharged. (Second) See Restatement § of Contracts (1981) (where, fault, without contract performance is made impracticable by occurrence of event the non-occurrence of which was basic assumption formation, of contract duty to render that performance is discharged language unless or otherwise). circumstances indicate
Appellants argue also the Superior Court made improper findings of fact appeal on when it found “[a]ppellants drafted contract, and therefore the agreement must be construed Lesko, (citation against omitted). them.” at 10 Appellants contend this finding impermissible is because the trial court never found appellants drafted the anywhere contract in the Yet, opinion. even if true, this were appellants argue both parties recognize the agreement as unambiguous, and a court may rely not on the rule for construing against it the drafters when the contract is free from ambiguity.
In response, appellee maintains owe appellants Bernath’s estate because the agreement was drafted to release for the uncondi- malpractice exchange
the medical claims 2.0, maintains refer- million. She Section tional sum $6.3 of how Ber- only sets forth the method ring “Payments,” buy namely, appellants were paid: nath was to be contract, which, stated in annuity, though expressly had no discre- appellants believes Appellee cost million. $1.6 obligated pay on their own but were payments tion to make claims, a million direct million to settle the via $4.24 contends annuity purchase. a million She payment and their recognized a million check to New York Life and they when issued that “the settlement drafts stated in a letter to counsel (a amount portion million dollars of that totaling $5.9 *7 appropriate have been to the funding annuity) forwarded Letter, 12/8/05,Ex. parties.” See C. obligations admits would be fulfilled
Appellee appellants’ Bernath’s life- annuity signed during had the contract been time, necessary million they paid because would have However, prior the claim. because Bernath died to settle execution, maintains her did not re- appellee contract death million. obligation pay duce the overall She appellants’ obligation annuity purchase contends fund being was not conditional on Bernath alive when the first made, was to be and no payment argues language stating monthly payments would be due on or after her death refers contract, only payments appel- to the under the lants’ million to settle obligation pay appel- threshold lee’s claims. She believes the pay $5.9 effective when was execut- agreement became the settlement ed, and was not nullified or reduced later events. by She argues must fulfill their commitment to million, even if the method of has due to a changed circumstance; otherwise, changed Bernath would be denied bargain. the benefit of the
In our we note settlement beginning analysis, agree governed by principles. ments are contract law Mazzella v. (1999). Koken, 216, 531, 559 Pa. 739 A.2d a written contract [W]hen is clear and unequivocal, its must be meaning by determined its contents alone. It for itself a speaks meaning and cannot be to it given other than that expressed. Where intention of the is parties clear, there is no need to resort to extrinsic aids or evidence. Hence, language where is clear and the focus unambiguous, of interpretation upon is the terms of the agreement as manifestly expressed, as, rather than in- perhaps, silently tended. 45, (1982)
Steuart v. McChesney, 659, 498 Pa. 444 A.2d (citation omitted) quotations and internal in (emphasis origi nal). The of an meaning unambiguous presents contract a question of law for which our review is de novo. Seven Farm, Croker, Springs 202, 1212, 1215 Inc. v. 569 Pa. 801 A.2d (2002).1 n. 1
“The fundamental rule in contract interpretation to ascertain the intent of the contracting parties. In cases of contract, a written the intent of parties is the writing itself.” Bureau, (citations Insurance Adjustment at 468 omit ted). determining the “[I]n intent of the contracting parties, all provisions will be together construed each will given be will effect----[This Court] not interpret one provision of a contract in a manner which results in another portion being annulled.” LJL Transportation, Inc. v. Pilot Air Freight Corporation, 599 Pa. 962 A.2d 647- *8 specifically 1. We disagreement note our Superior with the Court's agreement decision against to construe the appellants as drafters of the Citing Bureau, contract. Adjustment our decision in Insurance Inc. v. 470, 462, (2006), Allstate Company, Insurance 588 Pa. 905 A.2d 468 the found, Superior Court “We Appellants note first that drafted the con- tract agreement and therefore the against must be construed them.” Lesko, conclusion, making at 10. In this apparently the court relied on the opinion’s trial court ”[a]ppellants statement that offered a written Agreement ‘Settlement and Release’ to Ms. Bemath.” Trial Court 12/1/07, However, Opinion, at 8. the "[w]hen terms of a contract are unambiguous, clear and parties the intent of the is to be ascertained Bureau, from Adjustment the document itself.” Insurance at 468. The trial agreement court found the unambiguous, settlement to be Trial 11/1/07, 14, Opinion, Court party argues at and neither contrary. to the Accordingly, language against there is no need to construe the either party, only and our task is to consider the four corners of the document. Steuart, at 661.
124 omitted). (2009) (citations designated act or event “[A]n that as a condition unless will not be construed a contract of the Shovel parties.” to be the intention clearly appears Liquor Control Storage, Pennsylvania Inc. v. and Transfer omitted). (citations (1999) Board, 133, A.2d 559 Pa. of the settlement plain language reviewed the Having ever the intention parties’ cannot it was agree we agreement, million; of accord payment receive a total that Bernath conclusion that are we cannot with the ingly, agree estate. to to Bernath’s obligated annuity the con- prior believes Bernath’s death Appellee the obligation the to fund tract execution did not reduce on obligation because the was not conditional annuity purchase first was to be made. being Bernath alive when the would be free from all obli- acknowledges appellants She executed, had been and even annuity if the contract gations Life would have the recognizes kept New York the act simple claims to Bernath’s estate had appellee belongs However, one earlier. place just day of taken assignment language Hospital while the contractual indicates annuity, approval and had Bernath’s planned purchase only reserves option, language appel- to exercise such annuity. It never right purchase obligates lants them to do so.
Appellee suggests purchase “Frankford language stating Hospital comes from the ... City Philadelphia ‘qualified assignment’, of will make a of ... Payments to make the Periodic to New York liability [its] Annuity Corporation.” Agree- Life Insurance and Settlement ment, 12/12/05, context, § at 4.1. Read in the applicable states, acknowledges agrees “The Plaintiff that portion of will make a Hospital City Philadelphia ... of to make the Period- ‘qualified assignment’, liability [its] ... York Life Insurance and Payments Annuity ic to New language obligate Id.2 This does not Frank- Corporation.” 4.2, 5.0, 6.0, language Appellee 2. also in Sections and 13.0 of the cites annuity. obliging appellants purchase an settlement as *9 ford to make the but Hospital purchase, is located portion agreement wherein Bernath to allow agreed Thus, to an Hospital purchase annuity. appellants had an but option, obligation, not an an purchase annuity.
If appellants had chosen not to right exercise their purchase annuity, but opted instead to out of their pocket, own Bernath’s estate would have no claim to the $1.6 million because the language of the contract clearly states the periodic payments cease her death. upon point This is of vital importance it precisely because the situation in which the parties found themselves at the time of Bernath’s unfortunate passing.
That say, is to appellants retained the obligation to fund periodic payments out of their own pocket prior to exe- If, cution of the annuity contract. for example, New York Life had refused to accept annuity assignment and re- million, turned the appellants would still have been re- sponsible for the periodic payments until a willing assignee could be found. That Bernath died before the obligation was assigned is therefore immaterial because she right had no death, the payments after regardless of who was funding the payments. annuity Because the contract yet had not been finalized, appellants still retained the obligation to fund the payments which obligation clearly ended upon Bernath’s —an regardless death possessed who the obligation at the time of that event.
Having determined appellants were not obligated to purchase contract, an under we now turn to the “total consideration” clause. We with agree appellants’ argu- Brief, Appellee’s See Appellee’s at 17-19. choice of citations is reveal- ing, commanding language as she cites provision, neglects within a but give entirety, citations context. Read in their it is clear these appellants’ assignment sections relate to Bernath’s consent of their
periodic payment duty purchase annuity, via the of an and state and responsibilities define New assignee duty. York Life's as of that Settle- 12/12/05, 5-6, 8, 4.2, 5.0, 6.0, Agreement, ment § at 13.0. The lan- guage appellee requires appellants claims to act establishes intent and consent, duty; clearly while the contract assumes option purchase would exercise their annuity, tó no language obligates such an act. *10 126 contract would be of the specific provisions
ment that if sentence general one meaningless and rendered disregarded the outcome governed to “total consideration” referring in light true especially This is agreement. entire settlement amount naming general that the same sentence of the fact con- clearly qualified by specific under the contract owed 3, 12/12/05, at Agreement, tractual Settlement provisions. 2.0, 2.1, (“The in consideration as outlined Sections §1.4 total of Million Three below is in the amount Six 2.2 and 2.3 Baltic, Dollars”) added); at 543 (emphasis Thousand Hundred govern general provisions). (specific provisions light clause in of considering After the “total consideration” it, it is qualify which must “payment” provisions the specific as million amount is not “unconditional” apparent $6.3 Notably, “Payment” provisions appellee argues. specific much- Bernath was entitled to million. The never state $1.6 contract, mentioned in the figure actually is never disputed the two sums from the by subtracting lump and is achieved in total amount mentioned Section consideration However, out, if expect- 1.4. as Bernath were appellants point million, she would have accumulated that ing to receive $1.6 than six after the simply by living years amount a little more execution; have much less if agreement’s may she received died earlier. she therefore conclude the intent was not that parties’
We must million, receive a total of but that she receive the Bernath $20,000 of her life. two sums and month for the rest lump per expecting As she was not to receive a true of $6.3 agreement, depending upon million under the but more or less death, her entitled to a sum lump her date of estate is not now of million. Bernath’s estate would lose the benefit of
Appellee contends permitted keep if were bargain in was to settling million because their the claims However, it that the benefit million. must be noted pay $5.9 willing exchange. is whatever the are bargain parties Services, Community in Emerson v. Adult Total example, For Inc., (E.D.Pa.1994), 83-year-old an man F.Supp. $83,000 a one-time paid entrance fee to a home nursing lifetime care and then died several months later. The federal court, law, applying Pennsylvania said the contract was valid because the gentleman could have lived longer much and knew the potential existed that he might not outlive the costs Id., initially at paid. 157. While the annuity contract in the finalized, current case was not we nonetheless find Emerson instructive. elderly The gentleman Emerson exchanged $83,000 in order to receive care for however he long remained that, fully at the knowing age of his years were alive— him, $83,000 approaching end. To was a satisfactory *11 time, amount to for that pay remaining and he received the benefit of bargain despite the fact he only enjoyed that benefit for a short period. Similarly, Bernath fully was aware $20,000 she was contracting receive per month for the rest life, of her and the payments would cease her upon death. If she had wanted to include a clause for the allowing remainder or full payment of the million to her estate in the event of death, her she could have done so. That she chose not to include such a safeguard does not negate nor rob her of the benefit of the bargain.
We conclude had no threshold pay Bernath, million to directly but to her $20,000 month, per with option to assign duty that to New York Life by buying million. That the annuity contract was not executed prior to Bernath’s death is immaterial, as the unambiguous language of the settlement agreement terminated the periodic payments death. upon As Bernath did not agree sum, receive a but lump $20,000 rather periodic payments death, to end her upon appellants are not now obligated provide Bernath’s estate with for, what Bernath herself did not bargain and are entitled recoup the money sent to New York Life.
The order Superior Court is reversed.
Jurisdiction relinquished. BAER,
Chief Justice TODD, CASTILLE and Justices McCAFFERY join and ORIE MELVIN the opinion.
Justice SAYLOR files a concurring opinion. SAYLOR, concurring.
Justice
Bernath’s death
of Mrs.
timing
clear to me that
It seems
agreement—
the settlement
material
aspect
frustrated a
needs—
ongoing
to meet her
payments
a stream of
providing
Nevertheless,
I
support
ever ensued.
no payments
as
by the common
that
the relief awarded
majority’s holding
term which
court,
enforcement of a
namely,
pleas
is unavailable.
agreement,
in the
appear
does
v. Lesko, Appellee. John C. Pennsylvania, Appellee Commonwealth of
v. Lesko, Appellant. John C. CAP, CAP, 520 CAP. Nos. Pennsylvania. Supreme Court of Submitted March 2008. Decided Feb. 2011.