*1 and Kevin West Ronda YOUNDT d/b/a Lodge, Appellants,
Pike Motor BANK OF PORT
FIRST NATIONAL Country and North Real
ALLEGANY Roy Realty, Hartman Inc.
Estate a/k/a Knight, Appellees.
and Connie M. Pennsylvania. Court of
Superior
Argued Sept. 2004.
Filed Feb.
defendants’, First National Bank of Port Country Estate, Allegany, North Real Knight (Appellees), Connie M. objections Amended Com- for fraud plaint arising in their action a commercial real estate transaction. Ap- pellants properly pled claim that on an claim for fraud based affirmative a failure to misrepresentation and disclose fact, notwithstanding an a material inte- sale, contract for gration clause *4 therefore, erred in granting the trial court objections in Appellees’ preliminary following For the nature of a demurrer. reasons, we affirm.
¶ case, Appellants 2 In this filed a preliminary Complaint Appellees and filed objections. Appellants then filed Complaint, again Appellees and Amended objections in the nature filed demurrer, grant of a which the trial court a trial court’s order reviewing ed. When objections in granting preliminary the na demurrer, court appellate ture of a “an employed by applies the same standard the trial material facts set forth court: all in as all inferences complaint as well are reasonably deducible therefrom admit of review.” purposes ted as true for Smith, Coudersport, appel- Jarett R. for Co., Encompass Vosk v. Ins. lants. (Pa.Super.2004). Glassmire, Coudersport, Daniel F. for ¶ Appel- Complaint, 3 In Amended Knight Country, appellees. and North monetary damages lants excess seek Alfieri, Eldred, for First Na- Michael $50,000 following facts.1 allege and tional, appellee. parcel First National Bank owned estate known as JOYCE, commercial real West and BEFORE: BENDER The bank hired North BOWES, Lodge. Pike Motor JJ. (jountry property, to sell the Real Estate BENDER, BY OPINION J.: agent Knight was the who Connie M. ¶ Country Youndt acted on behalf North Real (Appel- Ronda and Kevin lants) appeal granting from the order the Estate. pursuing property. Appellants We sale of the note of the contract for the claim for rescission 17, 2001, Appellants’ Amended July Appel- about On or April allege into on to goes National Bank entered
lants and First after months eight for sale of the approximately a written “they at- discovered Appellants bought property, (Agreement). property run-off and consisting to their copy stagnant tached a of the water prop- Agreement, portion of the Complaint. sewage Amended on the eastern contains only length, Appellees pages which is two averred erty.” Appellants on the space “Special fraudulently entitled Clauses” failed “intentionally heading are five page. prob- first Under this and severe significant disclose [this] C states typewritten system.” clauses. Clause sewage with the water lem Pipes to shall warrant Water they “request- the “Seller alleged that Appellants also “Buy- D Clause states Motel Units.” Connie M. from Defendant ed disclosure Buying Property as is Condition.” er is any potential problems Knight regarding page Agreement, On the second aforementioned [the] “Representa- is entitled paragraph final that there were that Defendant indicated print: in bold tions” and states affirmative This is the problems.” no Buyer in- It is understood that has by Appellants. averred misrepresentation hereby spected property, or waives Furthermore, do not build *5 right agreed do and has to the to so again averment and do mention this inspec- purchase it as a result of such the Amended throughout the remainder of in and not because of or reliance tion Complaint. by any representation the ¶ Rather, claim base their Appellants any officer, partner other or Seller alleged “intentional Appellees’ fraud on Seller, by any Agent, employee of to disclose” which and fraudulent failure Subagent, salespeople em- misrep- they claim constituted “material ployees, partners. officers and/or Thus, Amended Com- the resentation.” print in paragraph regular continues that “Defendants allege on to plaint goes Appellants purchas- states have known about knew or should “in
ing present its condition and Defen- and sewer defects latent water It specified unless otherwise herein.” con- latent duty to disclose such dants had integration cludes with an clause of the to commencement prior defects states: Appellees claimed that Appellants sale.” It is further understood that this by to disclose duty “failing] violated this agree- agreement contains the whole de- system and sewer the latent water Buyer and the ment between the Seller alleged Appellants And fects.” terms, no other obli- and there are “intentional justifiably Appellees’ on relied covenants, gations, representations, Ap- failure to disclose” and fraudulent conditions, oral or other- statements or pellants’ detriment.2 concerning kind wise whatsoever ¶7 filed Appellees Furthermore, this this sale. in the nature of demurrer altered, amended, objections changed
shall not be matter of law claimed that as a writing executed which except or modified state a cause had failed to Appellants parties. pipes to the motel. of the water allege any dition Appellants do not breach regarding warranty the con- in the ultimately action for fraud because under the facts of inure to the defendant’s bene- case, fit, precluded by this such a claim was thus irrelevant on demurrer. integration “as is” and clauses Plater-Zyberk, Werner Agreement. granted The trial court (citations (Pa.Super.2002) and quota- preliminary objections and dismissed the omitted). tion marks Complaint. Appellants Amended then presented 8 In the second issue brought appeal raising this the following review, for our claim question forour review: alleged misrepresentation oral Defen I. Trial Did the Court err' as a matter Knight dant would be admissible under a in granting pre- law the defendants’ n parol exception evidence rule. For liminary objections in the of a natüre reasons, separate two conclude that we complaint demurrer reference to a Appellants are not entitled relief on this arising from the sale of real estate via a First, claim. we conclude containing contract an inspection/inte- vague too fraudulent statement is with gration clause: stand a demurrer and that the Amended plaintiff alleged A. an in- Where a cause of Complaint fails to state action tentional and fraudulent nondisclosure arising misrep for fraud from the septic sys- seller of defect in the [a] Second, alternatively, resentation. tem that is both latent and material? evidence rule conclude that B. Where the oral affirmative mis- applicable to the facts representation by the realtor would be therefore, Appellants’, it defeats claim as a admissible under LeDonne “real es- matter of law. inspection” tate exception exclusionary rule? ¶ “Pennsylvania fact-plead is á *6 ing jurisdiction. complaint A múst there at Appellant Brief for 7. For the sake of only give fore not the defendant notice of clarity we shall address these issues in plaintiffs’ claim is and the what reverse order. We further note our stan- rests, it but it must grounds upon which reviewing dard for a trial court’s order by summarizing also formulate the issues granting objections and dis- the claim.” support those facts essential to missing complaint: a Kelshaw, 1, Pa.Super. 417 611 Sevin v. affirmance of the trial court’s Where omitted). (1992) (citations 1232, A.2d 1235 objections sustaining preliminary order protect against “In order to those whom would result in the dismissal of an ac- may generalized unsupported fraud be tion, may do the case is so when levied, Pennsylvania Rules of Civil clear and free from doubt. require Procedure that fraud be averred To clear and be free doubt Presbyterian Med. particularity.” with appropriate, appear dismissal is it must (Pa.Su Budd, 1066, Cen. v. 832 A.2d 1072 certainty that not the law would omitted). per.2003) (quotation marks See permit recovery by plaintiff upon 1019(b). also Pa.R.C.P. Any facts averred. re- doubt should be objec- impossible pre- solved a refusal to sustain the it is to establish While degree partic- trial cise as to of tions. We review the court’s deci- standards situation, ularity required given of or an in a two sion for abuse discretion The always error of law. A demurrer tests the suf- conditions must be met. ficiency challenged pleadings. pleadings adequately explain Fact- must defenses, opposing par- might based even nature of the claim to the those which
545 1029, Gibson, 811 A.2d v. him to a Blumenstock permit prepare ty so as (citations quota- (Pa.Super.2002) 1034 sufficient must be defense omitted). specific ele- The tion marks the court that averments convince follows: fraud are as ments of merely subterfuge. (1) representation; Kelshaw, Bata v. (quoting A.2d at 1235 (2) to the transaction material which is Philadel National Bank Central-Penn hand; at 174, 373, Pa. 224 A.2d phia, 423 (1966)). (3) knowledge of its falsely, with to whether falsity or recklessness as above, Appellants’ 10 As stated false; true or in Amended averred (4) misleading another intent of with the to the con Knight of Defendant as quired it; relying into on “indi and that she dition (5) misrepre- justifiable reliance on the problems.” there were no cated that sentation; and not state how Defendant averment does i.e., (6) resulting injury proximately problems, that there were no indicated statement, ges the reliance. whether it was an caused oral However, action. ture or some other 882, 193, Ernst, 647 A.2d 538 Pa. Gibbs v. must set forth very “[pjlaintiff least a (1994). plaintiff or actions the exact statements Pennsylvania Rules 12 Pursuant misrepre alleges constitute the fraudulent aforementioned Procedure and the Civil Valloti, sentations.” McGinn law, required Appellants were case (1987). 732, 734 Pa.Super. particu- of these elements with plead each Org. v. Health Maint. See also McClellan of action for to state a cause larity order Pennsylvania, Pa.Super. al- Knight’s from Defendant arising fraud 1053, 1059 failure A.2d They did not. misrepresentation. leged minimum renders their to meet this bare Instead, once and then they mention it arising from claim for fraud Defendant alleged failure to dis- solely on the focus alleged misrepresentation insuffi Knight’s law, as a matter of Consequently, close. cient as a matter of law. adequately plead faded to *7 arising from the for fraud cause of action Furthermore, following 11 by Defendant misrepresentation alleged fraudulent the averment Knight. the Amended representation, completely. it abandons Second, alternatively, prop transactions, conclude that arises we. to In real fraud estate were fraud, would none for erly pled a mis- claim knowingly makes when seller the circum that under conclude undertakes a conceal- theless representation; case, evidence deceive, parol of this the or stances calculated to commits ment the the claim because rule would defeat failure to disclose. Fraud non-privileged the introduction evidence any- rule would bar to describe generic is a term used Knight’s alleged mis deceive, Defendant by regarding whether' thing calculated to an parties the combination, “Where by suppres- representations. or or single act final and writing as the adopt a truth, agreement is suggestion or of what sion agreement, of their complete expression false, by falsehood it be direct whether rep oral silence, contemporaneous innuendo, alleged prior or by speech or or concerning agreements or mouth, gesture. resentations or look or word of n subjects specifically that are covered A.2d at 437. In this Appellants are in merged the 'written contract are or su- alleging that the contained by that perseded contract.” Blumenstock incorrect terms or that missing Gibson, 1029, (Pa.Su- 811 A.2d parties Thus, terms to which the agreed. per.2002). the foregoing exception parol the evi- in apply dence rule does not the instant parties, any
Where the fraud without mistake, case. deliberately put or engagements in the writing, law declares ¶ However, Appellants are best, writing the to be not the but inducement, in alleging parol fraud the only, the agreement. evidence of them prove evidence is admissible to such a All preliminary negotiations, conversa- claim under certain circumstances. In a agreements merged tions and verbal inducement, party case of fraud in the “the in subsequent superseded proffering prior rep evidence of additional fraud, ... written contract and unless rep resentations does not contend that the averred, accident or mistake be the writ- were omitted from the resentations writ ing agreement constitutes the between but, rather, agreement, ten claims parties, and its and agree- terms representations fraudulently
ments cannot be added to nor subtract-
and that ‘but for them’ he would never
by parol
ed from
evidence.
agreement.”
have entered into the
Blu
menstock,
A.2d at 1036.
In
such
a writing
Once
is determined to be the
cases,
contract,
parties’
parol
entire
evi-
theory
that since
in-
holds
fraud
applies
dence rule
and evidence of
agreement,
agree-
duced the
no valid
previous
negotiations
oral or written
being
parol
ment came into
agreements involving
subject
the same
is admissible
show that
always
matter as the contract is almost
Nevertheless,
void.
explain
vary
inadmissible to
clearly
that a
case law
holds
terms of the contract.
justifiably rely upon prior
cannot
oral
Inc.,
Pittsburgh
Sports,
Yocca v.
Steelers
representations yet sign a
de-
contract
578 Pa.
nying
represen-
of those
existence
¶ 14
Whether
evidence is
tations.
in
a claim
fraud
proving
admissible
for
(citation omitted)
added).
(emphasis
Id.
initially depends on the nature of the al
Thus,
inducement,
a case of fraud
leged
exception
fraud. One
parol evidence is inadmissible where
applies
evidence rule
for cases of fraud
contains,
deny
contract
the exis-
terms
party proffer
the execution which “the
regarding
tence
of.
*8
that
ing the evidence contends
he executed
subject
matter of the
fraud. But
agreement
he
defrauded
because
when the contract contains no such term
by being led to believe that the document
denying
representa-
the existence of such
actually
contained
that
were omitted
terms
tions,
parol evidence is admissible
show
Blumenstock,
therefrom.”
811 A.2d at
fraud in the inducement.
cases, “parol
may
1036. In such
evidence
¶ However,
Blumenstock,
vary
in
rec-
writing
be introduced to
a
meant to
ognized
exception
parol
contract
an
evidence
parties’
be the
entire
where
party
applicable
avers that a term was omitted from rule that is sometimes
in claims
Yocca,
arising
the contract
of fraud.”
854 for fraud
the inducement
because
prem-
plaintiffs leased
at 103. The
the con-
Id.
transactions even when
real estate
defendant,
defaulted six
but
from the
integration
an
clause:
ises
tract contains
defendant
Eventually, the
later.
months
general
formula-
exception
An
collect the
assets to
plaintiffs’
sold
parol evidence
impact
tion of the
of the
rent.
unpaid
created and followed
rule has been
inspection
‘real estate
the so-called
¶
brought
then
plaintiffs
19 The
Kessler,
i.e.,
cases,’
v.
LeDonne
damages stem-
alleging
fraud
action for
(1978), and
280,
Blumenstock, agreement full and that the lease was omitted). parties. particularly, More between the ¶ ar- 17 In the instant could classi- contained what be the lease exception should gue that LeDonne clause that stated: fied as an “as is” apply permit the introduction of (the are the tenants who parties Second Knight’s in the form of Defendant evidence agree and as covenant present plaintiffs) alleged misrepresentation. disagree. We and they That have examined follows: ad- ago, Supreme 18 Years our Court the condition of are familiar claim viability plaintiffs dressed the of a thereon, buildings premises for fraud in the context of real estate good order the same are received contract contained transaction where the warranty as to the condition without integration an clause and another clause first by the repair thereof condition stating “warranty that there is no as to the for their intended use. premises. See repair” condition omitted). (quotation marks Id. at 103-04 Co., 375 Pa. Bardwell Willis integration contained The lease also Bardwell, A.2d In stated, lease “This clause that complaint sounding plaintiffs filed agree- entire contract contains the they alleged fraud which at 104 parties.” Id. between the ment from the defen- sought to lease omitted). marks (quotation The bottling plant. root dant for a beer the trial court held that 21 The Court informed the plaintiffs alleged objec- granted properly that the busi- representatives defendant’s complaint because dismissed tions and drainage required ample water and ness any evi- rule barred electrical and along with certain capacity prior statements regarding dence during an in- facilities and heating sage agents. Court’s the defendant’s premises, the defendant’s spection of *9 follows: reasoning was as fraudu- “falsely, intentionally and agents contempo- alleged prior or Where property that the lently’ represented agree- or representations raneous oral plaintiffs’ requirements. for the suitable subject specifi- specifically ments concern which is where the contract states that contract, cally dealt in the plaintiff agreed written that no represen- such made, and the written contract or pur- covers tations were would render the lan- ports agreement to cover the entire of guage superfluous. of the contract parties, clearly the law is now is inserting What the use of such fraud, well settled that in the absence in agreements clauses if par- one of the accident or mistake the oral rep- permitted prove by ties thereto is oral agreements resentations or merged testimony that he didn’t examine and superseded by or subsequent premises wasn’t familiar with the or contract, written parol evidence to condition, they or that would not vary, modify supersede or the written plaintiffs meet the standards which re- contract is inadmissible evidence. quire? by plain- There is no averment tiffs that these clauses in the lease were slightest
There is not the that if doubt fraud, by mistake; inserted accident or plaintiffs merely falsity had averred (we repeat) any representation or representations, parol oral fraud, by was omitted accident or mis- evidence thereof have inad- would been take; or that the lease did not contain missible. Does the fact that plaintiffs agreement entire contract and be- further averred that repre- these oral parties. Merely bringing tween the sentations were fraudulently made with- trespass action in for deceit instead of in out averring they were fraudulent- assumpsit for breach of contract will not ly by or accident or mistake omitted suffice to circumvent the from the subsequent complete written plaintiffs rule. If relied on under- contract testimony suffice to make the standing, promises, representations or admissible? The ques- answer to this ‘no’; agreements prior to the execution tion if it were otherwise made lease, they of the written contract or parol evidence rule would become a protected by in- should have themselves mockery, because all a to the writ- corporating in the written avoid, ten contract would do the promises representations upon or modify nullify or it would be to aver (and they rely, they now should which prove) representa- the false provisions they have omitted the which tions fraudulently made. nullify. repudiate now desire to The Parol Evidence Rule has had a Pennsylvania. checkered career in Id. 104-05. Now wisely that it has been well and settled ¶22 In the Appel instant we will not permit it to be evaded and signed lants contract that stated that it undermined such tactics. Fraudu- parties’ agreemént was the whole and that lent misrepresentations may proved be representations there were no made modify if avoid written contract it Appellees regarding the condition proved is averred and were property. Appellants agreed also (complete) omitted from the written con- inspected premises had either fraud, tract accident or mistake. right had waived the to do so and were not (citations omitted). Id. at 104 purchasing and footnote in reliance any representations by Appellees. The Court also reasoned that to allow a But plaintiff to introduce evidence that now are before this Court as the defendant serting re- a claim for fraud the inducement garding property, the condition of the in an effort to disavow the terms to which
549 550, §§ 551 they expressly agreed. Under the facts of MENT (SECOND) Torts Leasing, evidence rule Bldg. bars See also National Inc. Knight’s 963, 370, evidence of Defendant 252 A.2d Byler, Pa.Super. 966 misrepresentation that “there not (1978) Gibbs, 550); § (citing A.2d at problems” According- the property. 551).5 (citing § ly, relief, Appellants are entitled to no ¶ 24 is defined Fraudulent Concealment Bardwell, following we conclude that a as follows: seller of real estate commercial must be Liability § 550. For Fraudulent Con- limit permitted contractually liabilities to cealment arising the condition of the property from a One to transaction who specific sold contractual provi- means action concealment or other inten- sions, party may and that the other not tionally prevents the other from ac- a provisions by vague circumvent such al- quiring is material information sub- legation in the Ac- of fraud inducement. liability ject other, to the same cordingly, presented by Appel- the issue pecuniary though he for loss as had lants question in their second is without stated the nonexistence of the matter merit.3 prevented was thus other question In the first pre discovering. from review, sented Appellants argue for our Comment: the Amended “stated a in this a. rule stated Section is cause upon of action which relief could be commonly types in two of situa- applied granted in that it the requisite tions, to although it is not limited them. in a real elements fraud estate transac The first when the defendant ac- occurs upon Appellees’ tion” based failure to dis tively a defect or other disad- conceals close, failure claim which constituted vantage something offering that he is misrepresentation.4 material Brief for for sale to Thus a another. defendant Appellants at 14. There are separate two subject liability for a fraudulent mis- impose liability torts that for fraud representation paints if he over and so vendor of real estate in a commercial or conceals a in a chattel or build- defect even though residential transaction ing endeavoring to sell vendor he is made no affirmative misrepresenta (1) (2) plaintiff to Concealment; plaintiff, tion: and thus induces the Fraudulent buy Fraudulent Nondisclosure. See it of its defective char- ignorance Restate- Appellants’ excep- Knight Country 3. and North reliance on the limited which Defendants misplaced, tion set in LeDonne is as that parties. forth Real Estate not These defen- integration dants, case a much narrower however, involved integration "may enforce the arising clause a claim for fraud from a any exculpatory provision in clause and other residential real estate transaction. In Le- First the written between” Nation- Donne, analysis hinged on our the fact that Appellants. See Blumenstock v. al Bank and disclaimed contract Gibson, (Pa.Super.2002). "apparent” as to would be defects that inspection through "visual alone.” Id. 5.We note that as this case does involve 1129. sale of with "not less than one dwelling nor more than four residential Complaint, We 4. that in the Amended note units,” impli- § does not 68 Pa.C.S. claim for failure disclose is duty to statutorily imposed cate the disclose ensuing Appellees. Our leveled at all discus- set forth in Pa.C.S. parties' material defects rights and sion revolves around the § arising liabilities
550 also, subject liability he is to the other to exercise
acter. So reasonable care question. plaintiff if a to disclose the matter in he reads contract to and it, (2) portion omits a or if he so stacks One to a business transac- selling aluminum that he to duty sheets is as under tion is a to exercise rea- defective, conceal sheets the middle of care sonable to disclose to the other pile. before the transaction is consummat- ed, (1977). § 550 (Seoond) Restatement Torts (a) matters him known to that Thus, Byler, plaintiff alleged where the the other is entitled to know be- that buildings, defendants demolished bur- fiduciary of a cause other similar hole, ied the rubble in excavated and relation of and trust confidence be- it, planted vegetation then over we con- them; tween and that in grant- cluded the trial court erred (b) matters to him known that he ing preliminary objections the defendants’ necessary prevent knows to be to his in the form of a We reasoned demurrer. partial ambiguous statement of plaintiff prove if the could -that that defen- being misleading; the facts from dants “concealed of a condi- existence premises, knowing tion on the (c) subsequently acquired infor- condition made the unsuitable for he mation that knows will make use,” plaintiffs] plaintiff intended then [the misleading previous rep- untrue or a would be entitled to relief for the defen- resentation that when made was Byler, dants’ fraudulent concealment. so; true or believed to be A.2d at 966. (d) falsity representation of á ¶25 us, In the case before Appellee expectation not made with the argues Bank National that the Amended upon, it would be acted if he subse- Complaint does not aver that it made quently learns the other is attempt to conceal the condition of the about act reliance a system. sewer Appellee Brief for First him; transaction Indeed, Bank at National (e) transaction, facts basic to the - reviewed the Amended if he knows that the other is about averment, (cid:127) Therefore, there no such is to enter into it under a mistake as Appellants have plead failed cause them, other, and that the because action for fraudulent concealment. relationship them, between ¶ 26 next turn to the issue We the trade customs of or other fraudulent tort de objective circumstances, nondisclosure. The is rea- would sonably expect fined as follows: those disclosure of facts. Liability § 551. For Nondisclosure § (Seoond) Restatement Torts (1) One who fails to disclose to section, may Pursuant to this one be may another a fact that he knows held liable for fraudulent nondisclosure if justifiably induce the other to act or person subject to one the duties acting refrain from in a business (a) subparagraphs through enumerated in subject li- transaction is same (e). ability though he had to the other as represented initially the nonexistence of the note We disclose, duty question matter that he has failed to exists is a “[w]hether if, only if, duty but he is under a law.” Brisbine v. Outside In School of Ed., is re- Inc., assumption of this risk A.2d Experiential *12 provisions Agreement. of the (Pa.Super.2002). Although flected two Complaint Appellees First, typewritten that clause stat- Amended avers there is the duty de- a to disclose such latent the Appellants purchasing “owed that were ing the system,” provi- in the water and sewer This a part fects is of property “as is.” seller, of this Appellants specify Bank, do not the nature as the in which National sion duty that duty. conclude that the We pipes the condition the water warranted of arguably Appellees Appellants owed any if doubt motel. And there was to the (e). specified subparagraph the one making any not other bank was that the warranties, final of the paragraph the ¶ is requirement duty The first of this have that Appellants states Agreement is the undisclosed fact be one that that condi- purchase present to in its “agreed to the transaction.” “basic otherwise specified unless herein.” tion A fact is a fact that is assumed basic Thus, parties the through bargaining, transac- parties the as basis for the bank the agreed that the would warrant It goes tion itself. is fact that to the (the part of .property condition of one the essence, transaction, basis, of and or the motel), that Appel- to but pipes water important part is an of the substance accept the lants would remainder bargained is dealt with. what for or with- present in its condition and property may and important Other facts serve as warranty. out persuasive inducements to enter into the transaction, but to es- go not its [do] Second, states also material, may These facts but sence. be prop- either Appellants inspected that parties they are not basic. If the ex- right to do so. Fur- erty or waived impliedly pressly place or the risk as ther, they pur- they agreed party the existence of one to a fact on a result of chasing as places or if the law it there custom and not in inspection reliance or otherwise has no other Ap- by Appellees. duty of disclosure. allege they had the pellees do not § 551 Com- (SeCONd) RestatemeNt as is property professionally inspected, Torts ¶ (1977) added). j (emphasis ment transactions, and in real estate common ¶29 undetectable that the defective sewer was In al- Appellants have Instead, they aver latency. in due to its Appellees of a leged knew defect readily apparent “was that the defect not sewage system approxi- that will cost However, $28,000 Considering layperson.” to a mately repair. significant cost is a percentage
that this
extent,
sanctioned
a considerable
[t]o
$170,000,
price
purchase
the overall
the communi-
the customs
mores of
necessary
perform
that it was
work
and better busi-
ty, superior information
resolving any
property,
to use the
legitimate advantages,
acumen are
ness
Appellants,
in favor of
we conclude
doubt
liability.
no
The defen-
lead to
which
defect was
that the existence
the sewer
reasonably
plaintiff
may
expect the
dant
a fact basic to the transaction.
draw-his
investigation,
his own
to make
himself;
However,
protect
conclusions and
conclude
own
also
indolent, inexperi-
plaintiff is
express
and if the
terms
pursuant
judgment
is
ignorant,
risk
enced
Agreement,
assumed the
his
bad,
access to ade-
fact,
there-
or he does
of this
as to the existence
information,
un-
it.
the defendant
fore,
duty
quate
had no
to disclose
Appellees
obligation
good
subject property.
der no
his
make
defi-
This Court has ob-
comply
ciencies.
served
order to
with Pa.
1019(b),
R.C.P.
which states that “[a]ver-
§
551 Com-
(Second)
Restatement
ToRts
...
ments of fraud
shall be averred with
¶k (1977). Appellants
op-
ment
had the
particularity,”
plaintiff
plead
must
portunity
inspect
property,
but
facts sufficient to enable the defendant to
their Amended
did not
Valloti,
prepare
defense. See McGinn v.
right.
aver that
exercised this
Osten-
Pa.Super.
¶
'Appellants’
bargain
purchase
was to
inspection”
invoke
excep-
the “real estate
property
present
the
in its
condition
rule,
parol
tion to the
origi-
evidence
which
right
inspect
They engaged
with the
to
it.
Kessler,
in
nated
LeDonne v.
256 Pa.Su-
endeavor,
risky
in this
presum-
commercial
per.
could discern visual septic
tion existence alone the
system problem of which now com- six does
plain, wording paragraph admission
not bar of evidence of [the