Angle, R. v. Smith, A.

• Court: Superior Court of Pennsylvania
• Decided: May 5, 2017
• Docket: Angle, R. v. Smith, A. No. 1934 EDA 2016
• Status: Unpublished

Opinion

J -S27033-17

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37 RONALD ANGLE, JR., C/O SHARON IN THE SUPERIOR COURT OF ANGLE, PENNSYLVANIA

Appellee

v.

MATTHEW AND ARLENE SMITH,

Appellants No. 1934 EDA 2016

Appeal from the Judgment Entered August 31, 2016 in the Court of Common Pleas of Northampton County Civil Division at No.: C -48 -CV -2014 6431

BEFORE: GANTMAN, P.J., OTT, J., and PLATT, J.*

MEMORANDUM BY PLATT, J.: FILED MAY 05, 2017

Appellants, Matthew and Arlene Smith, appeal from the judgment'

entered against them and in favor of Appellee, Ronald Angle, Jr., c/o Sharon

Angle, in the amount of $7,740.19. We affirm of the basis of the trial court

opinion.

* Retired Senior Judge assigned to the Superior Court.

' Appellants purported to appeal from the order denying their post -trial motions, before judgment was entered. On August 23, 2016, this Court ordered Appellants to file a praecipe to enter judgment. On August 31, 2016, Appellants filed the praecipe, and we treat the appeal as timely filed after the final judgment was entered. See Pa.R.A.P. 905(a)(5). We have amended the caption accordingly. J -S27033-17

The trial court opinion fully and correctly sets forth the underlying

facts and procedure of this case. (See Trial Court Opinion, 7/25/16, at 2-

13). Therefore, we have no reason to re -state them here.

However, for the reader's information, we provide the following

condensed recitation, which we take from the trial court's opinion and our

review of the certified record. On February 28, 2009, the parties entered

into an installment contract for the sale of certain real estate. Pursuant to

the contract's terms, Appellants, who lived on the property, agreed to

purchase it for $149,500.00, by paying $1,370.34 per month, plus ten

percent interest, for twenty years. (See Agreement, 2/28/09, at

unnumbered page 1 ¶ 2). Appellants also made a $7,500.00 down

payment. They were buying the property in "as i[s]" condition, and were

responsible for the timely payment of all taxes, municipal charges, and

insurance premiums related to the property. (Id. at unnumbered page 2 ¶

5; see id. at ¶ 4). Appellants were required to keep the property in good

condition, and were not to make substantial alterations without prior written

consent. (See id. at ¶ 6).

In January 2013, Appellee entered into a consent agreement and order

with the Pennsylvania Department of Banking. The consent agreement

stated that the installment contract's ten percent interest rate exceeded the

allowable interest rate of five and a quarter percent. As part of the consent

agreement, Appellee agreed to amend the installment contract to bring it

-2 J -S27033-17

into compliance with Pennsylvania law. Thereafter, he amended the

Agreement, but Appellants refused to sign it because "they didn't want the

banking department heckling them and bothering them." (N.T. Trial,

1/12/16, at 29).

Appellants, who continued to reside on the property, failed to pay the

2013 property taxes in the amount of $2,271.19, or to make any

rental/purchase payments for the period of June 2013 through September

2013, for a total of an additional $5,481.36. Appellants vacated the

property in October 2013. On October 15, 2013, Appellee received a letter

from Appellants' counsel offering to pay $7,500.00 in full satisfaction of the

matter. Upon receiving the letter, Appellee called counsel's office, and left a

message that he accepted the offer, and sent the acceptance in writing. On

October 24, 2013, Appellee received another letter from counsel stating that

the prior letter contained an error and that Appellants had intended to offer

only $500.00 in settlement, not the amount previously offered.

On July 10, 2014, Appellee filed a complaint against Appellants for

breach of contract on the basis of the settlement agreement. An arbitration

hearing on the complaint was held on June 16, 2015, and the panel found in

favor of Appellants, and against Appellee. Appellee appealed to the trial

court, and, on October 30, 2015, filed an amended complaint adding a count

for quantum meruit, alleging that Appellee conferred a benefit on Appellants

by allowing them to live on the property in June, July, August, and

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September of 2013, without paying the rental/mortgage or the taxes. The

trial court held a non -jury trial on January 12, 2016, and, on January 21,

2016, the court filed a verdict in favor of Appellee and against Appellants, in

the amount of $7,740.19, plus costs and interest. Appellants filed post -

verdict motions that the court denied on May 24, 2016. Appellants timely

appealed.2' 3

Appellants raise three issues for this Court's review:

A. [Whether Appellee is] entitled to an award based on the breach of contract in the amount seven thousand five hundred and no/100 ($7,500.00) dollars?

B. [Whether] the installment sales agreement [is] void pursuant to the Department of Banking consent agreement and order in that it was noncompliant with the laws of the Commonwealth of Pennsylvania set forth in the consent agreement and order?

2 Appellants filed a timely statement of errors complained of on July 15, 2016, pursuant to the trial court's order. The court filed an opinion on July 25, 2016. See Pa.R.A.P. 1925. 3 Appellants raised seventeen alleged errors in their Rule 1925(b) statement. (See Appellants' Concise Statement of [Errors] Complained of on Appeal Pursuant to Pa.R.A.P. 1925(b), at unnumbered pages 1-3). This does not comply with the purpose of the Rule. See Burgoyne v. Pinecrest Community Ass'n., 924 A.2d 675, 678 n.1 (Pa. Super. 2007) ("The Rule 1925(b) statement must be detailed enough so that the judge can write a Rule 1925(a) opinion, but not so lengthy that it does not meet the goal of narrowing down the issues previously raised to the few that are likely to be presented to the appellate court without giving the trial judge volumes to plow through.") (citation omitted).

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C. [Whether Appellee is] entitled to the amount of seven thousand seven hundred forty and 19/100 dollars on the basis of count II of quantum meruit?

(Appellants' Brief, at 12) (some capitalization omitted).4

After a thorough review of the record, the briefs of the parties, the

applicable law, and the well -reasoned opinion of the trial court, we conclude

that there is no merit to any of the issues Appellants have raised on appeal,

and that the trial court properly found in favor of Appellee. (See Trial Ct.

Op., at 16-40) (finding: (1) Appellants offered to settle matter when counsel

sent settlement letter to Appellee; (2) Appellee accepted offer; (3) there was

consideration; (4) Appellants breached settlement agreement; (5) Appellee

presented clear and convincing evidence that he suffered damages beyond

amount offered by settlement agreement; (6) Appellants' testimony was not

credible; (7) Appellee's testimony was credible; (8) original sales agreement

was valid where illegal interest provision did not defeat primary purpose of

agreement; (9) even if there was no settlement contract, Appellee is entitled

to relief under theory of quantum meruit where Appellants received the

4 We could deem Appellants' first two issues waived because they provide no pertinent discussion or legal authority. (See Appellants' Brief, at 12-16); see also Commonwealth v. Johnson, 985 A.2d 915, 924 (Pa. 2009), cert. denied, 562 U.S. 906 (2010) ("[W]here an appellate brief fails to provide any discussion of a claim with citation to relevant authority or fails to develop the issue in any other meaningful fashion capable of review, that claim is waived.") (citation omitted). However, because we affirm on the well -reasoned and thorough decision of the trial court, we decline to do so.

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benefit of living on property for months without paying rent or taxes).

Accordingly, we affirm on the basis of the trial court's opinion.

Judgment affirmed.

Judgment Entered.

J seph D. Seletyn, Es .

Prothonotary

Date: 5/5/2017

-6 L Circulated 04/25/2017 03:55 PM

IN THE COURT OF COMMON PLEAS OF NORTHAMPTON COUNTY COMMONWEALTH OF PENNSYLVANIA CIVIL DIVISION - LAW

RONALD ANGLE JR. No.: C-48-CV-2014-6431 C/0 SHARON ANGLE,

Plaintiff, r- - vs. - ' .~- l

t -· c._ MATTHEW AND ARLENE SMITH, ~. •: r ;c -~ ~ . (-

f'J -' c, Defendant. I . . t ~. ~ :. "'7')

'~- ·- -·- ... ' ... ' -· r . .;

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PENNSYLVANIA RULE OF APPELLATE PROCEDURE 1925(a)STATEMENT

AND NOW, this 25th day of July, 2016, the court issues the following

statement:

On June 24, 2016, Defendants Matthew and Arlene Smith

(collectively, the "Smiths'') filed a timely Notice of Appeal to the Superior

Court of Pennsylvania from the verdict entered in favor of Plaintiff Ronald

Angle Jr., c/o Sharon Angle (''Angle'') on January 21, 2016.1 On July 15, we

received the Smiths' Concise Statement of Errors Complained of on Appeal.

1 Our review of the docket in this matter indicates that judgment has not been entered. See Civil Docket, Angle v. Smith et el., No. C-48-CV-2014-6431 (C.P. Northampton Co. Jul. 25, 2016). Procedurally, a party cannot appeal an order until it has been entered "upon the appropriate docket in the lower court." Pa. R.A.P. No. 301(a)(1). Therefore, becausethe Smiths did not have judgment entered prior to the Smiths filing this appeal, we respectfully submit that their appeal should be quashed. See Johnson the Florist, Inc. v. Tedco Constr. Corp., 657 A.2d 511 (Pa. Super. 1995) (stating that there is no authority for Superior Court to review the merits of an appeal in light of a refusal by the parties to enter judgment).

R-221a For the reasons that follow, we respectfully suggest that the Smiths'

appeal lacks merit and should be dismissed.

BACKGROUND

I. Anole's Breach of Contract Action

On July 10, 2014, Angle commenced this action by filing a complaint

as power of attorney on behalf of her son, Ronald Angle, Jr. See Complaint

at ,i 2, Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P. Northampton Co.

Jul. 10, 2014) ("Angle Complaint"). The Smiths are the former residents of

a property located at 1364 Jacobsburg Road, Wind Gap, Northampton

County, Pennsylvania (the "Property"). See Angle Complaint at ,i 3. Ronald

Angle, Jr. and Ronald Angle, Sr. ("Mr. Angle") (collectively, the "Angles") are

the title owners of the Property. See Angle Complaint at ,i 6.

Through the complaint, Angle brought an action for breach of contract,

alleging that the Smiths, through their attorney, made a written settlement

offer of $7,500 to settle a dispute related to the Smiths' failure to make

monthly payments and pay property taxes for the Property. See Angle

Complaint at ,i,i 12. Angle averred that she accepted this offer through a

telephone call and by written correspondence, but that the Smiths had

breached the contract by falling to remit the settlement offer. See Angle

Complaint at ,i,i 21.

The Smiths responded to Angle's complaint by denying Angle's

averments in support of the action for breach of contract. See Answer and

2 R-222a New Matter, Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P.

Northampton Co. Sept. 2, 2014) ("Smith Answer"). Additionally, through

their New Matter, the Smiths asserted that they were not liable for payments

under the Agreement because 1) the Agreement was declared illegal by the

Department of Banking, and is therefore unenforceable; 2) all monies owed

under the Agreement were discharged in the Smiths' bankruptcy action;

3) the Agreement was illegal and unenforceable because Angle never

provided the Smiths with a seller's disclosure agreement; and 4) a contract

was not created by the settlement offer of $7,500 because the Smiths'

attorney did not have authority to offer $7,500 and the conveyance of the

$7,500 offer was the result of a mistake. See Smith Answer.

II. Arbitration

On June 16, 2015, the parties appeared before a panel of arbitrators.

See Praecipe for Arbitration, Angle v. Smith et al., No. C-48-CV-2014-6431

(C.P. Northampton Co. Jan. 29, 2015). Following the arbitration hearing,

the arbitrators entered judgment in favor of the Smiths, and against Angle.

See Award, Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P.

Northampton Co. Jun. 16, 2015). On September 8, 2015, Angle filed a

Notice of Appeal from the arbitrators' judgment. See Notice of Appeal from

Award of Arbitrators, Angle v. Smith, No. C-48-CV-2014-6431 (C.P.

Northampton Co. Sept. 8, 2015). Additionally, on October 30, 2015, Angle

amended the Complaint to include a count for quantum meruit, alleging that

3 R-223a Angle conferred a benefit to the Smiths by allowing them to live at the

Property in June, July, August, and September of 2013. See Amended

Complaint at~ 22, Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P.

Northampton Co. Oct. 30, 2015) ("Angle Amended Complaint"). Further,

Angle alleged that the Smiths were liable under a theory of quantum meruit

because they unjustly appreciated the benefit by failing to pay the taxes and

mortgage of the Property. See Angle Amended Complaint at ~~ 23-24. The

Smiths responded on January 7, 2016, by filing an Answer and New Matter

to Angle's Amended Complaint. See Answer and New Matter to Amended

Complaint, Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P.

Northampton Co. Jan. 7, 2016) ("Answer Am. Comp."). Through their

Answer, the Smiths denied all of Angle's assertions in the quantum meruit

count. See Answer Am. Comp.

III. Non-Jury Trial

On January 12, 2016, this matter was assigned to the Honorable

Michael J. Koury, Jr. from the Northampton County's Non-Jury Trial List.

See generally Transcript of Proceedings of Jan. 12, 2016, Angle v. Smith,

No. C-48-CV-2014-6431 (C.P. Northampton Co. Mar. 31, 2016) ("N.T.").

Angle and Mr. Angle testified regarding Angle's claims, and Arlene Smith

("Mrs. Smith") testified on her own behalf. See generally N.T.

4 R-224a A. Ronald Angle, Sr. s Testimony Mr. Angle testified that on February 28, 2009 he entered into an

installment land contract with the Smiths for the Property. See id. at 16;

see also N.T. at 18, P. Ex. 1, Agreement, Angle v. Smith et al., No. C-48-CV-

2014-6431 (C.P. Northampton Co. Mar. 31, 2016) ("Sales Agreement").

Through the Sales Agreement, the Smiths agreed to purchase the Property

for $149,500, with a $7,500 down payment, a ten percent Interest rate, and

monthly payments of $1,370.34 for a twenty year period. See N.T. at 18;

Sales Agreement at ~ 2. After the twenty year period, if the Smiths made

payments in accordance with the Sales Agreement, they would receive the

deed to the Property with a clear and marketable title. See N.T. at 15. In

addition to monthly payments, the Sales Agreement specified that the

Smiths were buying the Property in an "as is" condition, and were

responsible for the timely payment of all taxes, municipal charges, and

insurance premiums related to the Property. See id. at 19.

In January of 2013, Mr. Angle entered into a Consent Agreement and

Order with the Pennsylvania Department of Banking. See id. at 20; see also

N.T. at 20, P. Ex. 2, Consent Agreement and Order dated Jan. 13, 2013,

Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P. Northampton Co. Mar.

31, 2016)("Consent Agreement"). The Consent Agreement noted that the

Sales Agreement included provisions which violated Pennsylvania law. See

Consent Agreement at~~ 23, 24, 28. Specifically, the Consent Agreement

5 R-225a noted that the interest payment of ten percent in the Sales Agreement

exceeded the five and a quarter percent allowable interest rate under the

Loan Interest and Protection Law. See Consent Agreement at~ 36; see also

41. P.S. §301. As part of the Consent Agreement, Mr. Angle agreed to re-

execute or amend the Sales Agreement to bring it into compliance with

existing law within thirty days. See Consent Agreement at ~ 22. Following

the issuance of the Consent Agreement, Mr. Angle testified that he contacted

his attorney to alter the terms of the Sales Agreement pursuant to the

Pennsylvania Department of Banking's requests in the Consent Agreement.

See id. at 24. Mr. Angle's attorney amended the Sales Agreement as

requested, and sent the the amended Sales Agreement to the Smiths for

their review and signature. See id. at 24; see also N.T. at 24, P. Ex. 3,

Sales Agreement, Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P.

Northampton Co. Mar. 31, 2016) ("Amended Sales Agreement").

Additionally, Mr. Angle claimed that he personally delivered the Amended

Sales Agreement to the Smiths prior to the thirty date deadline in the

Consent Agreement. See N.T. at 29. Mr. Angle recalled that the Smiths

refused to sign the Amended Sales Agreement because "they didn't want the

banking department heckling them and bothering them." Id.

On February 26, 2013, Mr. Angle received a letter from the Smiths

stating that they were advised by their attorney, John Molnar, Esq.

("Attorney Molnar"), to avoid making changes to the Sales Agreement due to

6 R-226a the Smiths' pending bankruptcy case. See id. at 30; see also N.T. at 30, P.

Ex. 4, Letter dated Feb. 26, 2013, Angle v. Smith et al., No. C-48-CV-2014-

6431 (C.P. Northampton Co. Mar. 31, 2016)("Smith Ltr."). However, the

Smiths did not notify Mr. Angle, or ask to execute the Amended Sales

Agreement, following their discharge from bankruptcy. See id. at 31. Mr.

Angle recalled that the Smiths vacated the Property in late 2013 following a

few months during which they failed to make monthly payments. See id. at

32. On cross-examination, Mr. Angle admitted that he did not execute a

seller property disclosure statement at the time the original Sales Agreement

was executed, and that he did not send the Smiths thirty days written notice

of the Smiths' late payments prior to the Smiths vacating the Property. See

id. at 33-34.

B. Mrs. Angle's Testimony

Angle testified that she was responsible for managing the monthly

payments from the Smiths related to the Property. See id. at 39. On April

19, 2013, Angle received an agreement of sale from Mrs. Smith proposing

that Mrs. Smith's mother would mortgage the amount the Smiths owed the

Angles under the Sales Agreement. See id. at 36; see also N.T. at 36, P. Ex.

6, Smiths' Agreement of Sale, Angle v. Smith et al., No. C-48-CV-2014-6431

(C.P. Northampton Co. Mar. 31, 2016). However, Angle testified that the

Property was never transferred to Mrs. Smith's mother pursuant to Mrs.

Smith's proposal. See N.T. at 38.

7 R-227a Shortly thereafter, Angle noted that the Smiths did not make their

monthly payments to Angle for the months of June, July, August, or

September of 2013. See id. at 39. Angle contacted Mrs. Smith in June of

2013 concerning the Smiths1 failure to make the monthly payments. See id.

at 40. Mrs. Smith indicated that they were using the monthly payment

money to improve the Property in an attempt to receive a new mortgage for

the Property. See id. However, Mrs. Smith informed Angle that the Smiths

would pay Angle the past amounts due even if they did not qualify for a new

mortgage on the Property. See id. The Smiths ultimately vacated the

Property in October of 2013 without compensating Angle for the four months

of unpaid monthly payments, totaling $5,481.36, or the taxes for the

Property in 2013, totaling $2,271.19. See id. at 41, 47; see also N.T. at 47,

P. Ex. 10, County, School District, Township, and Fire Hydrant Tax Receipts,

Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P. Northampton Co. Mar.

31, 2016).

On October 15, 2013, Angle received a letter from Attorney Molnar

stating that he did not believe the Sales Agreement was valid, but that the

Smiths were prepared to offer $7,500 in full satisfaction of the matter. See

id. at 41-42; see also N.T. at 41, P. Ex. 7, Letter dated Oct. 15, 2013, Angle

v. Smith et al., No. C-48-CV-2014-6431 (C.P. Northampton Co. Mar. 31,

2016) ("Molnar Ltr. 111). Following receipt of the letter, Angle placed a

telephone call to Attorney Molnar1s law office and informed his secretary that

8 R-228a she accepted the $7,500 settlement offer. See id. at 43. Angle was

informed that Attorney Molnar would return her telephone call. See id. at

43-44. Angle never received a telephone call from Attorney Molnar. See id.

at 43-44. The following day, Angle wrote a letter to the Smiths accepting

the $7,500 settlement offer. See id. at 44; see also N.T. at 44, P. Ex. 8,

Letter dated Oct. 16, 2013, Angle v. Smith et al., No. C-48-CV-2014-6431

(C.P. Northampton Co. Mar. 31, 2016) ("Angle Ltr."). Angle addressed this

letter to the Smiths at the Property address because Angle did not know the

Smiths' new address. See id. at 44-45. However, Angle believed this letter

would reach the Smiths via the U.S. Postal Service. See id. at 44-45.

On October 24, 2013, Angle received a second letter from Attorney

Molnar, stating that the previous letter contained an error, and that the

Smiths intended to offer Angle $500 rather than $7,500 in settlement for the

alleged unpaid monthly payments. See id. at 45; see also N.T. at 45, P. Ex.

9, Letter dated Oct. 24, 2013, Angle v. Smith et al., No. C-48-CV-2014-6431

(C.P. Northampton Co. Mar. 31, 2016) ("Molnar Ltr. 2"). Angle testified that

she would not have accepted the Smiths' settlement offer of $500. See id.

at 46.

C. Mrs. Smith's Testimony

Mrs. Smith testified that the Smiths entered into the Sales Agreement

for the Property with Angle because previous financial difficulties limited

their ability to purchase a home. See id. at 64-65. Mrs. Smith confirmed

9 R-229a that, under the Sales Agreement, the Smiths would make monthly payments

of $1,370.34, purchase the Property in "as is" condition, and pay all of the

real estate taxes associated with the Property. See id. at 64-65. Further,

through Mrs. Smith's previous experience as a real estate agent, Mrs .Smith

confirmed that she was familiar with the purpose of a Seller's Disclosure

Statement, but did not receive a Seller's Disclosure Statement or request

one from Angle at the time the Sales Agreement was executed. See id. at

56, 66.

The Smiths resided at the Property for approximately four years. See

generally N.T. During this time period, Mrs. Smith testified that they

expended approximately $5,000 improving the Property. See id. at 56.

Mrs. Smith recounted that the improvements included replacing drywall and

flooring, renovating a bathroom, converting part of the basement into a

bedroom, and removing a dilapidated deck. See id. at 56.

On December 31, 2012, the Smiths filed a petition in bankruptcy. See

id. at 66-67; see also N.T. at 66, P. Ex. 11, Bankruptcy Petition, Angle v.

Smith et al., No. C-48-CV-2014-6431 (C.P. Northampton Co. Mar. 31,

2016). Through the Smith's Bankruptcy Petition, the Smiths acknowledged

that they intended to reaffirm the debt associated with the Sales Agreement

following their discharge from bankruptcy. See N.T. at 68; see also

Bankruptcy Petition at 42. The Smiths received a bankruptcy discharge on

April 19, 2013. See N.T. at 58, D. Ex. 2, Bankruptcy Discharge, Angle v.

10 R-230a Smith et al., No. C-48-CV-2014-6431 (C.P. Northampton Co. Mar. 31,

2016). Through their Bankruptcy Discharge, the Smiths acknowledged that

they had given up discharge protection in relation to the Sales Agreement by

signing a reaffirmation agreement. See id. at 71.

In January or February of 2013, Mrs. Smith met with Mr. Angle at his

attorney's office. See id. at 57. Mrs. Smith denied that Mr. Angle presented

her with a copy of the Amended Sales Agreement, but brought a letter with

her to the office stating that the Smiths were not accepting the Amended

Sales Agreement required by the Pennsylvania Department of Banking. See

id. at 57, 72; see also Smith Ltr. Mrs. Smith testified she prepared this

letter at Mr. Angle's request, because, due to the Smiths' pending

bankruptcy, she did not believe she could alter the Sales Agreement without

bankruptcy court approval. See id. at 57. Further, Mrs. Smith testified that

she did not receive an accounting, as required by the Consent Agreement,

from the Angles following the creation of the Consent Agreement. See id. at

56.

In approximately April of 2013, Mrs. Smith ordered two appraisals of

the Property in an attempt to transfer the Property to her mother. See id. at

53-54. Mrs. Smith testified that the appraisals valued the Property at a

lower value than the Smiths owed the Angles under the Sales Agreement.

See id. at 54. Following the appraisals, Mrs. Smith contacted Mr. Angle to

ask if he would sign a new agreement for a lower principle amount. See id.

11 R-231a Mrs. Smith recounted that Mr. Angle did not agree to this proposal. See id.

at 55. Subsequently, Mrs. Smith asked Mr. Angle if he would be willing to

"reconsider the PA Department of Banking's new contract." Id. Mrs. Smith

claimed Mr. Angle refused to revisit the Amended Sales Agreement because

"it was not worth it for him to hold a note at that interest rate." Id. At that

point, Mrs. Smith informed Mr. Angle that she would make plans to vacate

the Property. See id. at 54, 63.

Mrs. Smith admitted that she did not make a monthly payment to

Angle in April, July, or August of 2013. See id. at 50, 52. However, Mrs.

Smith claimed that she paid municipal property taxes for the Property in

April of 2013. See id. at 55. Ultimately, Mrs. Smith testified that she

vacated the Property in early September of 2013. See id. at 50

Regarding the settlement offer, Mrs. Smith clarified that she intended

to offer $500, rather than $7,500 as a settlement offer to the Angles. See

id. at 59. Mrs. Smith reasoned that it would be easier to make a peace

offering with the Angles than to continue with legal proceedings. See id. at

59-60. However, Mrs. Smith claimed that she never received Angle's

October 16, 2013 letter accepting the $7,500 settlement offer, and was only

notified of the error in the settlement offer when she received a copy of the

October 15, 2013 letter from Attorney Molnar's office. See id. at 60.

12 R-232a IV. Post-Trial Motions

On January 21, 2016, the court filed an Order of Court entering

judgment in favor of Angle, and against the Smiths, in the amount of

$7,740.19 plus costs and interest. See Order of Court dated Jan. 21, 2016,

,Angle v. Smith, No. C-48-CV-2014-6431 (C.P. Northampton Co. Jan. 21,

2016) ("Jan. 2016 Order"). On February 1, 2016, the Smiths filed a timely

Motion for Post-Trial Relief from the Jan. 2016 Order. See Motion for Post

Trial [sic] Relief, Angle v. Smith, No. C-48-CV-2014-6431 (C.P. Northampton

Co. Feb. 1, 2016). On March 9, 2016, the court filed an Order of Court

directing the parties to file briefs relating to the Smith's Post-Trial Motions.

See Order of Court dated Mar. 9, 2016, Angle v. Smith, No. C-48-CV-2014-

6431 (C. P. Northampton Co. Mar. 9, 2016). The Smiths filed a brief in

support of their Post-Trial Motion on April 18, 2016. See Defendants' Brief in

Support of Post Trial [sic] Motions, Angle v. Smith, No. C-48-CV-2014-6431

(C.P. Northampton Co. Apr. 18, 2016) ("Smith Brief"). Angle filed a brief

opposing the Smith's Post-Trial Motion on May 2, 2016. See Plaintiff's Brief

in Opposition to Defendant's Post-Trial Motion, No. C-48-CV-2014-6431 (C.P.

Northampton Co. May 2, 2016). The court denied the Smiths' Post-Trial

Motion on May 24, 2016. See Order of Court dated May 24, 2016, Angle v.

Smith, No. C-48-CV-2014-6431 (C.P. Northampton Co. May 24, 2016).

13 R-233a V. The Smiths' Aooeal

On June 21, 2016, the Smiths filed a Notice of Appeal to the Superior

Court of Pennsylvania. See Notice of Appeal, No. C-48-CV-2014-6431 (C.P.

Northampton Co. Jun. 21, 2016). On appeal, the Smiths assert that:

1. The Trial Court erred in finding favor (sic] and entering judgment for Plaintiff, Ronald Angle, Jr. c/o Sharon Angle, in regard to the above captioned case.

2. The Trial Court erred in finding in favor of the Plaintiff and against Defendants in the amount of Seven Thousand Seven Hundred Forty and 19/100 ($7,740.19) Dollars.

3. From the amount of the Judgment being Seven Thousand Seven Hundred Forty and 19/100 ($7, 740.19) Dollars it is believed by the Defendants that the Court found in favor of the Plaintiff and against the Defendants on the theory of quantum meruit which was set forth in the Plaintiff's Amended Complaint.

4. The Trial Court erred in not considering that the Installment Sale Agreement was void as declared by the Department of Banking pursuant to a Consent Agreement and Order of January 18, 2013.

5. The Trial Court erred in failing to consider that under the Installment Sales Agreement, the Plaintiff received the sum of Seven Thousand Five Hundred and 00/00 ($ 7,500.00) Dollars of liquidated damages pursuant to paragraph 10 of the Installment Sales Agreement. This Honorable Court erred in not taking that payment into account.

6. Further, the Trial Court erred in failing to consider that under paragraph ten of the aforesai7 [sic] agreement the monies were received and accepted as liquidated damages.

7. The Trial Court erred in calculating the amount due for quantum meruit and failing to consider that the payments in the amount of One Thousand Three Hundred Seventy and 34/100 ($1,370.34) Dollars per month were for both principal

14 R-234a and interest. In fact, the interest was, according to the Department of Banking, was [sic] excessive.

8. The Trial Court erred in failing to consider that the Plaintiff never gave any notice to Defendants pursuant to paragraph 10 relative to any defaults.

9. The Trial Court erred in failing to consider the fact that the Defendants did improvements and repairs to the property to the benefit of Plaintiff. As a result, this Honorable Court failed to consider this fact in awarding an amount for quantum meruit.

10. The Trial Court erred in failing to consider the fact that Plaintiff refused to provide them with a new contract pursuant to the Department of Banking after the Defendants were discharged from bankruptcy.

11. In the event that any real estate taxes were included in the amount of the Verdict, the Defendants aver that the Trial Court erred in including any real estate taxes in that amount.

12. The Trial Court erred in failing to consider the fact that the Plaintiff did not establish a fair market value for the rent of the subject premises. Without establishing a value for the rent of the subject premises the Verdict could not be calculated as to what is owed under a theory of quantum meruit.

13. The Trial Court erred in failing to consider the fact that the Plaintiff was not in compliance with the provisions of the Consent Agreement and Order of the Department of Banking.

14. The Trial Court erred in failing to consider payments that the Defendant made to Plaintiff after bankruptcy.

15. The Defendants assume that that Trial Court entered a Judgment in the amount of Seven Thousand Seven Hundred Forty and 19/100 ($7,740.19) Dollars on the basis of quantum meruit. If the Defendants were incorrect from that assumption based on the amount entered in the Judgment, the Defendants file these post trial [sic] motions with respect to Count I in regard to the averments contained in the Answer and New Matter concerning Count I.

15 R-235a 16. The Trial Court erred in not accepting the proposed findings of fact as set forth in the Trial Memorandum with accompanying Findings of Fact of Smith.

17. The Defendants preserved all issues set forth in the Post Trial Motion, Brief in Support of Post Trial [sic] Motions and accompanying Statement of Case.

Defendants' Concise Statement of Matters Complained of on Appeal Pursuant

to PA.R.A.P. 1925(b), Angle v. Smith et al., No. C-48-CV-2014-6431 (C.P.

Northampton Co. Jul. 15, 2016) ("Concise Statement").

DISCUSSION

I. Standard of Review

In reviewing a verdict entered after a non-jury trial, the Pennsylvania

Superior Court's standard of review is limited to determining "whether the

findings of the trial court are supported by competent evidence and whether

the trial judge committed error in any application of the law." See Wyatt

Inc. v. Citizens Bank, 976 A.2d 557, 564 (Pa. Super. 2009) (quoting Wilson

v. Transp. Inc. Co., 889 A.2d 563, 568 (Pa. Super. 2005). Additionally, the

"findings of fact of the trial judge must be given the same weight and effect

on appeal as the verdict of a jury" and the appellate court will "consider the

evidence in a light most favorable to the verdict winner." Id. Further, the

verdict of the trial court will only be reversed "if its findings of fact are not

supported by competent evidence in the record or if its findings are

premised on an error of law.'' Id. Here, our holding involved questions of

16 R-236a fact and law. As discussed below, because the Verdict was based upon our

credibility determinations and competent evidence in the record, it should be

affirmed.

II. Breach of Contract

To successfully maintain a cause of action for breach of contract, a

party must establish: (1) the existence of a contract, including its essential

terms; (2) a breach of duty imposed by the contract; and (3) resultant

damages. See Hart v. Arnold, 884 A.2d 316, 332 (Pa. Super. 2005) (citing

Gorski v. Smith, 812 A. 2d 683, 692 (Pa. Super. 2002)) (additional citations

omitted). Additionally, the moving party must establish a causal connection

between the breach of duty imposed by the contract and the resultant

damages. See Logan v. Mirror Printing Co. of Altoona, Pa., 600 A.2d 225

(Pa. Super. 1991). Once a party proves breach of contract, that party is

entitled to recover the damages it suffered, provided that the damages were

of a type that would naturally and ordinarily result from the breach of duty

imposed by the contract. See Ferrer v. Trustees of Univ. of Pa., 825 A.2d

591 (Pa. 2002). To sustain this burden, a plaintiff must prove the above

facts by a preponderance of the evidence. See Snyder v. Gravell, 666 A.2d

341, 343 (Pa. Super. 1995).

A. It was not an error of law to enter judgment in favor of Angle and against the Smiths under a breach of contract claim.

In the Smiths' Concise Statement, errors one, two, and fifteen, the

Smiths argue that the court erred by entering judgment in favor of Angle

17 R-237a and against the Smiths under Angle's breach of contract claim. As stated

above, in order to succeed on a breach of contract claim, a plaintiff must

show 1) the existence of a contract; 2) a breach of duty imposed by the

contract; and 3) resultant damages. See Hart, 884 A.2d at 332. We find

that Angle has presented sufficient and reliable evidence for every element

necessary to prove her breach of contract claim beyond a preponderance of

the evidence and support the verdict. Therefore, we disagree.

i. Valid Contract

First, we find that Angle presented credible evidence that a valid

contract existed between Angle and the Smiths. The elements that must be

present to give rise to a valid, enforceable contract are 1) offer;

2) acceptance; and 3) consideration, or a meeting of the minds. See

Schreiber v. Olan Mills, 627 A.2d 806, 808 (Pa. Super. 1993). An "offer" is

"a manifestation of a willingness to enter into a bargain, so made as to

justify another person in understanding that his assent to that bargain is

invited and will conclude it.'' O'Brien v. Nationwide Mutual Ins. Co., 689

A.2d 254, 258 (Pa. Super. 1997) (additional citations omitted). Once an

offer has been made, an acceptance can be found where an offeree agrees,

unconditionally, to the terms of the offeror's proposal. See United

Mercantile Agencies, Inc. v. Stotsky et al., 182 A. 788, 788 (Pa. Super.

1936). Finally, underlying all contracts, there must be a bargained-for

consideration, "defined as a benefit to the party promising, or a loss or

18 R-238a detriment to the party to whom the promise is made." Schrieber, 627 A.2d

at 808.

Here, Angle introduced a letter written by Attorney Molnar, conveying

a settlement offer from the Smiths, dated October 15, 2013. See Molnar

Ltr. 1. As the Smiths' attorney, Attorney Molnar was required to receive

express authority from the Smiths in order to convey this settlement offer.

See Reutzel v. Douglas, 870 A.2d 787, 793 (Pa. 2005). The letter provides,

in relevant part: "[n]otwithstanding my advice to the contrary, my clients

are willing to offer Seven Thousand Five Hundred and 00/100 Dollars

($7,500) as full satisfaction in regard to this matter. This letter is offered for

settlement purposes and is made without prejudice. 11 N .T. at 41-42. The

contents of the letter are clear, and manifest a willingness to enter into an

offer. Therefore, we find that the October 15, 2016 letter from Attorney

Molnar to the Angles constitutes an offer. See O'Brien, 689 A.2d at 258.

While Mrs. Smith testified that she did not grant Molnar the express

authority to convey $7 ,500 as a written settlement amount, we did not find

Mrs. Smith's testimony credible in this respect. Angle testified credibly that

Mrs. Smith promised to remit all of her missing payments, and based upon

Angle's calculations, a settlement offer of $7,500 would be reasonable to

cover the Smiths' unpaid taxes and monthly payments. See N.T. at 47.

Therefore, because we believe that Molnar had the express authority to

convey this written settlement amount, this letter serves as a valid offer.

19 R-239a The evidence also shows that Angle accepted the offer. Angle testified

that, upon receipt of the of the October 15, 2013 letter, she "called the John

Molnar Law Office and I spoke with the secretary and I said that I had

received the settlement letter and that I would be accepting this offer and

they told me that John Molnar would call me back." N.T. at 43. Angle's

conversation with Attorney Molnar's secretary did not alter the terms of the

offer, and therefore, assuming Attorney Molnar received the message,

constituted a valid acceptance of the Smiths' settlement offer. See United

Mercantile Agencies, Inc. v. Slotsky et al., 182 A. 788, 788 (Pa. Super.

1936). Further, assuming arguendo, that Attorney Molnar did not receive

the message from Angle accepting the offer, Angle accepted the offer by

mailing a letter to the Smiths, accepting the Smiths' terms on October 16,

2013. See N.T. at 36; Angle Ltr.; see also Bruner Co. v. Standard Lumber

Co., 63 Pa. Super. 283 (1916) (holding that the acceptance of an offer is

complete where the offeree places an acceptance letter in the mail);

Restatement, Contracts§§ 29, 66 (finding acceptance of an offer by mail is

sufficient to constitute a binding agreement). Although Angle testified that

she was aware that the Smiths no longer resided at that address, she

testified, credibly, that she did not have the Smiths' forwarding address, but

that she believed that the U.S. Postal Service would forward the letter to the

Smiths' new address. See N.T. at 44-45. In Pennsylvania, the "mailbox

rule," i.e., Angle's action in placing a prepaid, properly addressed letter in

20 R-240a the mail, raises a rebuttable presumption that the mailed item was received.

See Breza v. Don Farr Moving & Storage Co., 828 A.2d 1131, 1135 (Pa.

Super. 2003). While Smith testified that she did not receive Angle's letter

accepting the settlement offer, "the presumption under the mailbox rule is

not nullified solely by testimony denying receipt of the item mailed." Id.

(holding appellant's mere assertion that notice was not received, absent

corroboration, is not sufficient to overcome mailbox rule presumption).

Therefore, we find that either of these methods of acceptance were valid,

and that Angle established her acceptance of the settlement offer by a

preponderance of the evidence.

Finally, the last element in analyzing whether the settlement offer was

valid is whether there was consideration underlying the agreement. Here,

the consideration is properly viewed as the discharge of the Smiths' unpaid

rent and property taxes. Angle's$ 7,740.19 calculation of the Smiths'

liability for unpaid rent and property taxes is approximately the same

amount as the $7,500 settlement offer, and clearly constitutes a bargained

for exchange. See N.T. at 41, 47; see also Schrieber, 627 A.2d at 808.

Therefore, we find that the discharge of this liability properly constitutes

consideration, and thus, with the finding that there was a legitimate offer

and acceptance, constitutes a valid contract for the purposes of analyzing a

breach of contract claim.

21 R-241a ii. Breach of a Duty Owed by the Contract

The terms of the settlement offer were clear. The Smiths would pay

Angle $7,500, and their debt for unpaid rent and property taxes would be

extinguished. See Molnar Ltr. 1. Therefore, their refusal to honor the

agreement following Angle's acceptance constituted the breach. Further, the

Smiths presented an October 24, 2013 letter from Molnar which states that

"[t] he letter that I forwarded to you of October 15, 2013 contained an error.

The amount is five hundred and 00/100 Dollars ($500) that my client is

offering. Enclosed you will find a revised letter bearing the same date."

Molnar Ltr. 2. As discussed above, we believe that the Smiths initially

authorized Molnar to make a $7,500 settlement offer. However, even if, as

the letter claims, the Smiths did not intend for Molnar to offer $7,500 in

their initial settlement offer, Pennsylvania does not recognize unilateral

mistake as a valid basis for rescinding a settlement offer once it is accepted

by the opposing party. See Kraemer v. Schaeffer, 751 A.2d 241, 246 (Pa.

Super. 2000). Angle accepted the Smiths' settlement offer of $7,500 on

October 15, 2013. Therefore, the Smiths were not able to rescind the

settlement offer, alleging a mistake, on October 24, 2013. As the Smiths

have not paid the $7 ,500 as their settlement offer promises, they have

breached the contract.

22 R-242a iii. Damages

In a breach of contract claim, the plaintiff is also required to prove

resultant damages from the breach of the contract. Damages for breach of

contract should place a plaintiff in "as nearly as possible in the same position

[it] would have occupied had there been no breach." He/pin v. Trustees of

Univ. of Pennsylvania, 10 A.3 267, 270 (Pa. 2010). Further,

[t]he determination of damages is a factual question to be decided by the fact-finder. The fact-finder must assess the testimony, by weighing the evidence and determining its credibility, and by accepting or rejecting the estimates of damages given by the witnesses.

Although the fact-finder may not render a verdict based on sheer conjecture or guesswork, it may use a measure of speculation in estimating damages. The fact-finder may make a just and reasonable estimate of the damage based on relevant data, and in such circumstances may act on probable, inferential, as well as direct and positive proof.

Omicron Systems, Inc. v. Weiner, 860 A.2d 554, 564-565 (Pa. Super. 2004)

(citing Judge Technical Services, Inc. v. Ciancy, 813 A.2d 879, 885 (Pa.

Super. 2002)) (additional citation omitted).

Here, as discussed above, Angle presented sufficient and credible

evidence to prove by a preponderance of the evidence that the Smiths

breached a settlement offer promising to pay Angle $7,500. However, Angle

also submitted evidence that the Smiths owed the Angles $5,481.36 for

unpaid monthly payments, and $2,271.19 for unpaid taxes. See N.T. at 41,

47. While we could have enforced the $7,500 settlement offer set forth in

the October 15, 2013, we relied instead on Angles'$ 7,752.55 calculation of

23 R-243a damages to craft our verdict. As our verdict of$ 7, 740.19 approximately

calculates Angle's damages under either of the measures that Angle

presented, we submit that we did not err in calculating damages. See

Omicron, 860 A.2d at 564-565. Further, because we found that Angle

proved by a preponderance of the evidence that the Smiths breached the

contract, we respectfully suggest that the Smiths' claims that we erred be

dismissed.

B. The court did not err by finding that the Sales Agreement was valid or by failing to consider that Angle did not give the Smiths notice under the Sales Agreement.

In the Smiths' Concise Statement, errors four and eight, the Smiths

argue that the court erred by finding that the Sales Agreement was valid and

by failing to consider that Angle did not give the Smiths notice under the

provisions of the Sales Agreement. Contrary to the Smiths' assertions, the

court agreed with the Smiths' allegation that the original Sales Agreement

was void as declared by the Consent Agreement. Therefore, all provisions of

the Sales Agreement, including the provision requiring notice to the Smiths,

have been rendered void and unenforceable by either party.

i. Void Sales Agreement

The legal classification of a contract with illegal provisions depends

mainly upon the weight of the illegal provision. Where contracts contain

illegal provisions, they can still be enforced by the non-drafting party,

omitting the illegal provision, so long as the omission of the illegal provision

24 R-244a does not defeat the primary purpose of the bargain. See Restatement

(Second) of Contracts§ 184 (1979). Conversely, "an agreement which

violates a provision of a statute, or which cannot be performed without

violation of such provision, is illegal and void." Dippel v. Brunozzi, 74 A.2d

112, 114 (Pa. 1950). "A declaration that a contract is void nullifies all

aspects of the agreement." Restatement (Second) of Contracts § 7 cmt. a.

An essential aspect of a void contract is that it lacked legal existence from

the moment of inception, and therefore any later judicial declaration that the

contract is void clarifies, rather than alters, the relationship of the

contracting parties. See id.

Here, the Smiths entered into the Sales Agreement with the Angles in

February of 2009. See Sales Agreement. An important provision of the

Sales Agreement was the agreement that Smiths would pay ten percent

interest on the loan of $149,500 over the course of twenty years. See Sales

Agreement. On January 18, 2013, the Angles signed the Consent

Agreement with the Department of Banking and Securities. See generally

Consent Agreement. Under the Consent Agreement, the Angles agreed to

the allegations contained within the Consent Agreement. See Consent

Agreement at ~ 46. In paragraph 24(d) of the Consent Agreement, the

Department of Banking and Securities allege that the ten percent interest

rate under the Sales Agreement violated 41 P.S. § 301, which capped the

interest rate at five and a quarter percent. See Consent Agreement at

25 R-245a ~ 24(d). As the ten percent interest rate is clearly an essential term in the

Sales Agreement, the allegations in the Consent Agreement deemed the

Sales Agreement void as of January 18, 2013. See Dippel, 74 A.2d at 114.

Further, because the finding that a contract is void "nullifies all aspects of

the agreement" after January 18, 2013, Angle was not required to give the

Smiths thirty days' notice of a default under the provisions of the Sales

Agreement. See Restatement (Second) of Contracts§ 7 cmt. a.; see also

Sales Agreement at ~ 10. Therefore, because we found the Sales

Agreement void, and therefore all provisions of the Sales Agreement

unenforceable, we respectfully suggest that we did not err by failing to

consider that the Sales Agreement was void and that Angle did not comply

with paragraph ten of the Sales Agreement. Therefore, the Smiths' alleged

errors, four and eight, should be dismissed.

C. The trial court did not err by failing to consider the terms of the Consent Agreement and Order of the Department of Banking

In the Smiths' Concise Statement, errors ten and thirteen, the Smiths

argue that the court erred by failing to consider that Angle refused to abide

by the terms and provisions of the Consent Agreement. See Concise

Statement at ~ 13. Specifically, the Smiths argue that we erred by failing to

consider that Angle did not provide the Smiths with a new contract as

required by the Consent Agreement. See Concise Statement at ~ 10.

However, while the Smiths argue that we erred, these allegations relied on

26 R-246a our determination of contested issues of fact. We submit that we accurately

applied the law and determined there was competent evidence to support

our decision. See Wyatt Inc. v. Citizens Bank, 976 A.2d 557, 564 (Pa.

Super. 2009) (quoting Wilson v. Transp. Inc. Co., 889 A.2d 563, 568 (Pa.

Super. 2005). Therefore, we disagree with the Smiths' contentions.

i. Credibility Determination

First, in alleged error ten, the Smiths allege that we "erred in failing to

consider the fact that Plaintiff refused to provide [the Smiths] with a new

contract pursuant to the Department of Banking after the [Smiths] were

discharged from bankruptcy. See Concise Statement at~ 10. As the

testimony of the parties differed with regards to whether the Angles

presented the Smiths with a new Sales Agreement, our decision depended

on the credibility of the parties' testimony. "It is well-established that the

credibility of witnesses is an issue to be determined by the trier of fact."

woods v. Cicierski, 937 A.2d 1103, 1105 (Pa. Super. 2007). The appellate

courts have determined that the trier of fact is in the best position to judge

the credibility of witnesses, and therefore the appellate courts will "respect a

trial court's findings with regard to credibility and weight of the evidence

[after a bench trial] unless the appellant can show that the court's

determination was manifestly erroneous, arbitrary and capricious[,] or

flagrantly contrary to the evidence." J.J. Deluca Co., Inc. v. Toll Naval

27 R-247a Assocs., 56 A.3d 402, 410 (Pa. Super. 2012) (internal quotation marks

omitted).

Following the Consent Agreement, the Angles were required to amend

the Sales Agreement for the Property within thirty days of the Consent

Agreement to bring it into compliance with the Department of Banking's

regulations. See Consent Agreement at ,I 42. Mr. Angle testified that he

remedied the problem, and presented the Amended Sales Agreement to the

Smiths for their review within the thirty day time period. See N.T. at 28-29.

Mr. Angle recounts that the Smiths refused to sign the Amended Sales

Agreement because "they didn't want the banking department heckling them

and bothering them." Id. at 29. Further, Mr. Angle recounted that the

Smiths told him they wanted to keep the existing Sales Agreement because

they wanted to amend the mortgage through Mrs. Smith's mother. See id.

Contrary to Mr. Angle's testimony, Mrs. Smith testified that Mr. Angle

had never presented her or her husband with the Amended Sales

Agreement. However, Angle presented evidence in the form of a Jetter from

Mrs. Smith, dated February 26, 2013, stating that Attorney Molnar had

advised the Smiths not to make any changes to the Sales Agreement due to

their pending bankruptcy. See N.T. at 57; see also Smith Ltr. Further, the

Smiths' own brief in support of their post-trial motion alleges that Angle

asked the Smiths to sign a revised contract during that time period. See

Smith Brief at 8. Therefore, we found that in relation to the Amended Sales

28 R-248a Agreement, Mr. Angle's testimony was credible, and Mrs. Smith's testimony

was not credible.

Further, while the Smiths argue that we should have considered that

Angle was required to present them with the Amended Sales after they were

discharged from bankruptcy, Angle was not required to do so. Mr. Angle

testified credibly that he presented the Amended Sales Agreement to the

Smiths and they refused to sign it. See id. at 29. The Smiths sent a letter

to Mr. Angle stating that they could not make any changes to the contract

due to the pending bankruptcy. See Smith Ltr. Mrs. Smith testified that she

did not believe she could enter into the Amended Sales Agreement without

first receiving approval from the bankruptcy court. See N.T. at 57. While it

is a general rule that amendments to pre-existing contracts made during a

pending bankruptcy violate the automatic stay provision of 11 U.S.C.

§ 362(a)(S), the bankruptcy court has the discretion to effectuate an

amendment to a contract where a debtor proves that circumstances support

that decision. See Graziani v. Randolph, 887 A.2d 1244, 1246-(Pa. Super.

2005). However, neither of the Smiths testified that they sought the

required approval from the bankruptcy court. See generally N .T. Based

upon this evidence, we found that the Smiths were presented with the

Amended Sales Agreement within the thirty day time period and concluded

that the Smiths rejected Angle's attempts to bring the Sales Agreement into

compliance with the Consent decree. Therefore, because we believe that the

29 R-249a Smiths were presented with the Amended Sales Agreement, we respectfully

submit that the Smiths' claim that we erred by failing to consider that Angle

did not present the Smiths with the Amended Sales Agreement is meritless.

ii. The Smiths did not present any evidence that Angle was not in compliance with the provisions of the Consent Agreement.

Second, in alleged error thirteen, the Smiths allege that we "erred by

failing to consider the fact that [Angle] was not in compliance with the

provisions of the Consent Agreement and Order of the Department of

Banking." See Concise Statement at ,i,i 13. While the Smiths have not

elaborated why they believe that Angle was not in compliance with the

Consent Agreement, we believe that they are asserting that Angle was not in

compliance with provision forty-two of the agreement, which required Angle

to 1) re-execute or amend the Sales Agreement within thirty days to bring it

into compliance with the Department of Banking's rules and regulations; and

2) provide a full accounting to each buyer no less than once a year.

As discussed above, we found that Mr. Angle created an Amended

Sales Agreement to comply with the provisions of the Consent Agreement,

and presented it to the Smiths prior to the thirty day time limit. See N.T. at

29. Further, while the Smiths may argue that Angle was not in compliance

with the Consent Agreement because they did not receive an accounting

from the Angles, the Smiths vacated the Property in October of 2013, less

than one year after the Consent Agreement was created. See id. at 56.

30 R-250a Because the Consent Agreement only requires the full accounting once a

year, the Smiths cannot validly claim that Angle did not abide by the

Consent Agreement by failing to produce a full accounting within a nine

month time period. Therefore, because the Smiths did not produce any

credible evidence that Angle did not abide by the terms of the Consent

Agreement, it is axiomatic that we could not have erred by failing to

consider Angle's breach of these terms. Therefore, we respectfully submit

that the Smiths' alleged error thirteen should be dismissed.

III. Quantum Meruit

Assuming arguendo, that Angle's claim for breach of contract fails

because the settlement offer does not constitute a valid contract, we find

that Angle's claim for quantum meruit also succeeds. Quantum Meruit is a

claim that a plaintiff can pursue when a claim "sounding in breach of express

contract is not available." Zawada v. Pa. Sys. Bd. of Adjustment, 140 A.2d

335, 338 (Pa. 1958). Quantum meruit is essentially a claim for unjust

enrichment, which "implies a contract [and] requires the defendant to pay to

the plaintiff the value of the benefit conferred." Durst v. Milroy, 52 A.3d

357, 360 (Pa. Super. 2012). In a quantum meruit action, the plaintiff must

prove: (1) [the] benefits conferred on defendant by plaintiff;

(2) appreciation of such benefits by defendant; and (3) acceptance and

retention of such benefits under such circumstances that it would be

inequitable for defendant to retain the benefit without payment of value.

31 R-251a See id. The application of the doctrine depends on the particular factual

circumstances of the case at issue. Schneck v. K.E. David, Ltd., 666 A.2d

327, 328 (Pa. Super. 1995).

"In determining If the doctrine applies, the focus is not on the intention

of the parties, but rather on whether the defendant has been unjustly

enriched." Id. To recover under a quantum meruit cause of action, the

plaintiff must demonstrate that the defendant either wrongfully, or

passively, received a benefit that it would be unconscionable for the

defendant to retain. See Limback Co., LLC v. City of Philadelphia, 905 A.2d

567, 575 (Pa. Commw. 2006). Further, "[w]here unjust enrichment is

found, the law implies a quasi-contract which requires the defendant to pay

to plaintiff the value of the benefit conferred. In other words, the defendant

makes restitution to the plaintiff in quantum meruit." Lackner v. Glosser,

892 A.2d, 34 (Pa. Super. 2006) (quoting AmeriPro Search, Inc. v. Fleming

Steel Company, 787 A.2d 988, 991 (Pa. Super. 2001)).

A. It was not an error of law to enter judgment in favor of Angle and against the Smiths under the theory of quantum meruit.

In the Smiths' Concise Statement, errors one, two, three, and twelve,

the Smiths argue that the court erred by entering judgment in favor of Angle

and against the Smiths under the theory of quantum meruit. Based upon

the record before the court, it is respectfully submitted that it was not an

error of law to enter judgment in the amount of $7,740.19 in favor of Angle

on the basis of quantum merutt.

32 R-252a Through the Sales Agreement and Mr. Angle's testimony, Angle proved

that the Angles conferred a benefit in the form of home ownership upon the

Smiths. Due to previous financial difficulties, Mrs. Smith acknowledged that

the Smiths could not have afforded to purchase a home without the Sales

Agreement offered by Angle. See N.T. at 63-64. Following the admissions

in the Consent Agreement which rendered the Sales Agreement void, the

Angles conferred a benefit on the Smiths by allowing them to continue to

reside in the Property without a formal agreement. The Smiths appreciated

this benefit by residing in this Property for a period of four months without

paying property taxes or monthly payments for the Property. See id. at 41,

47. When confronted with the missing monthly payments in June of 2013,

Mrs. Smith promised Angle that she would remedy all of the missing

payments. See id. at 40. The Smiths did not honor Mrs. Smith's promise to

Angle. See id. at 41, 47. Angle demonstrated that the Smiths appreciation

of this benefit was unjust because the Smiths wrongfully received four

months of free housing from the Angles. See Umback, 905 A.2d at 575.

Therefore, because Angle has proven the benefit of housing conferred on the

Smiths by Angle, the appreciation of the benefit of free housing by the

Smiths, and the acceptance and retention of the free housing under unfair

circumstances, we respectfully submit that we did not err in finding in favor

of Angle on the quantum meruit count. As such, we respectfully submit that

the Smiths alleged errors, one, two, three, and twelve, should be denied.

33 R-253a B. The court did not err in calculating the Smiths' liability to Angle under the theory of quantum meruit.

In the Smiths' Concise Statement, the Smiths allege through errors

five, six, seven, nine, eleven, and fourteen that the court erred in calculating

the Smiths' liability to Angle under the theory of quantum meruit. Based

upon the record before the court, we disagree.

The Pennsylvania Superior Court reviews a challenge to the calculation

of damages under an abuse of discretion standard. See Liss & Marion, P.C.

v. Recordex Acquisition Corp., 937 A.2d 503, 516 (Pa. Super. 2007), aff'd,

983 A.2d 652 (Pa. 2009). When reviewing an award of damages, the

Pennsylvania Superior Court is mindful that:

[t] he determination of damages is a factual question to be decided by the fact-finder. The fact finder must assess the testimony, by weighing the evidence and determining its credibility, and by accepting or rejecting the estimates of damages given by the witnesses.

Although the fact-finder may not render a verdict based on sheer conjecture or guesswork, it may use a measure of speculation in estimating damages. The fact-finder may make a just and reasonable estimate of the damages based on relevant data, and in such circumstances may act on probable, inferential, as well as direct and positive proof.

Id. at 514 (internal citations omitted).

i. Liquidated Damages Under the Sales Agreement and Home Improvements

Through alleged errors, five, six and nine, the Smiths allege that we

erred by failing to consider that that the Smiths expended money in relation

to the Property in calculating damages. Specifically, the Smiths alleged that

34 R-254a we failed to consider that Angle retained the Smiths' $7,500 down payment

on the Property as liquidated damages under the Sales Agreement, and that

the Smiths expended $5,000 in home improvements to the Property while

they resided there. See Concise Statement at ~~ 5, 6, 9. We disagree with

the Smiths contention that we should have considered these elements in

calculating liability under a theory of quantum meruit.

As discussed above, a plaintiff's success under a theory of quantum

meruit requires the defendant to pay to plaintiff the value of the benefit

conferred. See Lackner v. Glosser, 892 A.2d, 34 (Pa. Super. 2006) (quoting

AmeriPro Search, Inc. v. Fleming Steel Company, 787 A.2d 988, 991 (Pa.

Super. 2001)). We could not find any case law to support the Smiths'

contention that previous monetary expenditures by the Smiths related to the

Property should be deducted from the calculation of the value of the benefit

the Smiths received by living in the Property for four months without making

their monthly payments or paying taxes. Additionally, while the law

supports a tenant's recovery for improvements made to the property of

another through a claim for quantum meruit, the Smiths did not bring a

claim or counter-claim against Angle to recover these expenditures in

quantum meruit. See generally Chesney v. Stevens, 644 A.2d 1240, 1243-

44 (Pa. Super. 1994) (stating that tenant can recover for home

improvement made to landlord's property).

35 R-255a Further, assuming arguendo, that Angle's award under the theory of

quantum meruit should be reduced by the amount of the down payment

and/or home improvements, the Smiths did not present sufficient evidence

at the time of trial for the court to adjust Angle's award accordingly. Mrs.

Smith claimed to have made $5,000 In home improvements to the Property.

See N.T. at 56. However, as discussed above, we did not find Mrs. Smith's

testimony credible. Mrs. Smith provided no corroborating evidence in the

form of receipts for the home improvements, or pictures from which Mrs.

Smith's testimony could be corroborated. See generally id. Additionally, the

fact that Mrs. Smith testified that the two appraisals of the Property valued

the home at a lesser value following the Smiths' alleged improvements, than

the price at which the Smiths purchased the Property, supports the

contention that Mrs. Smith did not accurately calculate the amount the

Smiths spent to improve the Property. See id. at 54. Further, the Smiths did

not present any evidence regarding the Angles' retention of the $7,500 down

payment after the Sales Agreement was rendered void. See generally id.

Therefore, because case law does not require that an award in quantum

meruit consider outside expenditures, and because the Smiths did not

provide credible evidence of the outside expenditures they believe should be

included in the calculation of damages, we respectfully submit that we did

not err, and that the Smiths' alleged errors, five, six, and nine should be

denied.

36 R-256a ii. Monthly Payments and Real Estate Taxes

Through alleged errors seven and eleven, the Smiths claim that we

erred in calculating the amount due to Angle under the theory of quantum ' meruit by including real estate taxes in the verdict and by failing "to consider

that the payments in the amount of [$1,370.34] per month were for both

principal and interest. In fact, the interest was, according to the

Department of Banking was (sic] excessive." See Concise Statement at

~~ 7, 11. However, we carefully calculated the amount due based upon

Angle's success on the quantum meruit claim by assessing the testimony,

determining that Angle's testimony was credible, accepting Angle's

calculations that the fair rental value for the Property approximated

$1,370.34, and by crediting the course of conduct of the parties following

the declaration that the Sales Agreement was void in January of 2013. See

Liss & Marion, P.C. v. Recordex Acquisition Corp., 937 A.2d 503, 516 (Pa.

Super. 2007), aff'd, 983 A.2d 652 (Pa. 2009). Therefore, we disagree with

the Smiths' assertions.

As discussed above, following the Consent Agreement of January 18,

2013, the provisions of the Sales Agreement were void and could not be

enforced against the Smiths. However, Angle testified that the Smiths

continued to make the monthly payments of $1,370.34 in February, March,

April, and May of 2013. See N.T. at 39. Mrs. Smith verified that she

continued to make payments in this amount, and also stated that she paid

37 R-257a taxes related to the Property in April of 2013. See id. at 50-52. As the

finder-of-fact we were entitled to weigh this testimony, and we determined

that Mrs. Smith's course of conduct in abiding by the terms of the Sales

Agreement, even alter it had been rendered void, set the fair market value

for rental payments at $1,370.34. Additionally, because Mrs. Smith paid

taxes related to the Property in April of 2013, we inferred that Mrs. Smith

accepted that, as it had been under the Sales Agreement, she was required

to pay the taxes associated with the Property. Therefore, because we

calculated damages by assessing the testimony, weighing the evidence and

determining its credibility, and by accepting or rejecting the estimates of

damages given by the witnesses, we submit that we properly calculated the

damages owed to Angle under the theory of quantum meruit. See Liss &

Marion, 937 A.2d at 516. Thus, we respectfully submit that the Smiths'

alleged errors, seven and eleven, should be denied.

iii. Payments Following Bankruptcy

Finally, through alleged error fourteen, the Smiths allege that we erred

by failing to consider payments that the Smiths made to Angle alter they

were discharged from bankruptcy. As the testimony of the parties differed

with regards to the amount of monthly payments the Smiths remitted to

Angle following their discharge from bankruptcy, our decision depended on

the credibility of the parties' testimony. "It is well-established that the

credibility of witnesses is an issue to be determined by the trier of fact."

38 R-258a Woods v. Cicierski, 937 A.2d 1103, 1105 (Pa. Super. 2007). The appellate

courts have determined that the trier of fact is in the best position to judge

the credibility of witnesses, and therefore the appellate courts will "respect a

trial court's findings with regard to credibility and weight of the evidence

[after a bench trial] unless the appellant can show that the court's

determination was manifestly erroneous, arbitrary and capricious[,] or

flagrantly contrary to the evidence." J.J. Deluca Co., Inc. v. Toll Naval

Assocs., 56 A.3d 402, 410 (Pa. Super. 2012) (internal quotation marks

Here, Angle testified that the Smiths resided in the Property without

making monthly payments in June, July, August, and September of 2013.

See id. at 41, 47. Further, Angle testified that the Smiths did not pay the

taxes associated with the Property in 2013. See id. Pursuant to Angle's

recollection, the Smiths vacated the Property in October of 2013. See id.

Conversely, Mrs. Smith testified that she did not remit monthly payments to

Angle in May, July, or August of 2013. See id. at 50, 52. Additionally, Mrs.

Smith claimed that she vacated the Property in the first week of September.

See id. at SO. Besides their testimony, neither party presented evidence

that corroborated the months that the Smiths did not remit payments, or the

month that the Smiths vacated the property. See generally id. However,

based upon our prior findings that the testimony of Mrs. Smith was not

credible, and that the testimony of Angle was credible, we are inclined to

39 R-259a believe Angle's timeline of events. Through the course of the trial, Mrs.

Smith presented a series of statements that were contradicted by previous

evidence, and we do not believe that she presented truthful evidence

concerning how the Smiths left the Property, and the timeline under which

they vacated the Property. Therefore, because we find that Angle's

testimony to be credible, which provides that the Smiths remitted only one

payment following their discharge from bankruptcy was credible, our

calculation based upon a credibility determination should not be disturbed on

appeal. See J.J. Deluca, 56 A.2d at 410. Thus, we respectfully submit that

we did not err by failing to consider payments that the Smiths made to

Angle after they were discharged from bankruptcy, and request that the

Smiths' alleged error fourteen, be denied.

CONCLUSION

For the reasons set forth above, we respectfully suggest that the

Smiths' appeal lacks merit and should be dismissed.

BY THE COURT:

40 R-260a