Brutto v. Elefante & Margolies P.C.

55 Pa. D. & C.4th 556, 2001 Pa. Dist. & Cnty. Dec. LEXIS 225
CourtPennsylvania Court of Common Pleas, Berks County
DecidedMay 21, 2001
Docketno. 96-4484
StatusPublished

This text of 55 Pa. D. & C.4th 556 (Brutto v. Elefante & Margolies P.C.) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Berks County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Brutto v. Elefante & Margolies P.C., 55 Pa. D. & C.4th 556, 2001 Pa. Dist. & Cnty. Dec. LEXIS 225 (Pa. Super. Ct. 2001).

Opinion

SCHAEFFER, S.J.,

Before the court is the appeal of Paolo Brutto and Adriana Brutto from an [558]*558order of this court dated March 6, 2001, denying their motion for summary judgment and from the summary judgment entered in this matter in favor of Elefante & Margolies P.C., defendant, and against the Bruttos.

The undisputed facts are that the Bruttos went to Charles M. Elefante, Esquire, who practiced law as Charles M. Elefante P.C. and sought to retain Elefante P.C. as their attorney in adopting a child in the Confederation of Independent States, now the Russian Republic.

Mr. Elefante gave the Bruttos a form of agreement under which Elefante P.C. would represent them to this end.

The form of agreement advised the Bruttos that they should read it, seek independent legal advice about it, if they so desired, and if they still wished Elefante P.C. to represent them, to sign it and return it to Elefante P.C. with a $7,000 retainer fee.

The Bruttos signed the form of agreement and returned it to Mr. Elefante with a check dated June 15, 1995 (exhibit D; attached to the defendant’s motion for summary judgment), payable to Elefante PC., for the retainer fee. Mr. Elefante kept the check but returned the form of agreement to the Bruttos with instructions that they should initial each page. Mr. Elefante deposited the check for the retainer fee into the Elefante P.C. checking account on June 23, 1995.

After the Bruttos received the form of agreement back, they, by telephone on July 10, 1995, requested that the defendant, Elefante & Margolies P.C., return the retainer to them. On August 2, 1996, they filed this suit against [559]*559Elefante & Margolies P.C. seeking a refund of the retainer fee.1

No one ever signed the form of agreement on behalf of Elefante P.C.

The Brattos assert that the form of agreement was an invitation for them to make an offer, that they did make an offer by signing the form and returning it to Mr. Elefante with a check for the retainer, and that they revoked the offer before Elefante P.C. accepted it. We disagree.

We find that when Mr. Elefante gave the form of agreement to the Brattos, he made an offer to them, and that by signing the form and returning it to Elefante P.C. with the retainer fee, the Brattos accepted the offer.

The form of agreement, on page 12, in pertinent part, reads as follows:

“It is expressly understood and agreed, by the undersigned, that the representations, restrictions, conditions, promises and obligations contained in this agreement, constitute a legally binding contract. The client(s) expressly agree that their signatures on/in this agreement indicate that they have been informed of their right to have this agreement independently reviewed by independent counsel of their own choosing, and that they have been offered an opportunity to do so, prior to their signing of this document. The client(s) expressly agree and understand, that by signing this agreement, they express their willing and unqualified intent to enter into a binding contract.” (emphasis in original)

[560]*560The agreement also provided, on page 9, as follows:

“Charles M. Elefante P.C. agrees that the initial retainer fee of $7,000 shall not be deposited until three days after receipt thereof... if... the undersigned prospective client(s) decide to terminate Charles M. Elefante P.C. as their attorney, and so notify Charles M. Elefante P.C. by phone, followed by in writing thereafter, within seven days of Charles M. Elefante P.C.’s receipt of the retainer, then the retainer shall be returned without charge (in its original form), in full, within seven days.” (emphasis in original)

Whether two parties enter into a binding contract does not depend on a document signed by both parties. Rather it depends on whether or not they have each agreed to enter into a contract, whether there has been a meeting of the minds. Shovel Transfer & Storage Inc. v. PLCB, 559 Pa. 56, 63, 739 A.2d 133, 136 (1999).

A form of agreement presented by one person to another can be an offer even though it is not signed by the offeror. If the offeree accepts the form of agreement as the agreement between them, then a contract is formed. The offeree can accept in writing or otherwise.

In the case at bar, Elefante P.C. gave the form of agreement to the Bruttos, with instructions to read it, seek outside professional help, if they so desired, in interpreting the document, and if they still wanted Elefante P.C. to represent them, to sign it and return it to Elefante P.C. with their check for the $7,000 initial retainer fee.

The Bruttos did so.

We find Elefante P.C. made the Bruttos an offer when Mr. Elefante gave them the form of agreement, even [561]*561though Elefante P.C., had not signed the document. The Bruttos accepted the form of agreement as the agreement between the parties, signed it, and returned it to Elefante P.C. with the retainer check.

That is sufficient to make a contract. It was immaterial that Elefante P.C. at no time signed the form of agreement.

We conclude, as a matter of law, that there was a contract between the parties because the form of agreement was specific as to the Bruttos intention. It provided that the Bruttos “expressly agree and understand, that by signing this agreement, they express their willing and unqualified intent to enter into a binding contract.” Page 12 of agreement. If the form of agreement was the offer, as we have found it was, the Bruttos accepted that offer and entered into a contract when they signed the form of agreement with the intention to “enter into a binding contract” and then returned it with the retainer check.

The conclusion is supported by the fact that the agreement, as signed by the Bruttos, provided for a cancellation period to begin (emphasis added) when Elefante PC., received the signed agreement with their check for the retainer.

If the Bruttos’ signatures on the form of agreement were an offer, not an acceptance, the cancellation provisions as written were meaningless. The Bruttos could have revoked their offer at any time before acceptance, without a cancellation provision.

Only if the Bruttos’ actions were an acceptance, not an offer, do the cancellation provisions become meaningful. Then a contract would have come into existence when the Bruttos signed the agreement and returned it to [562]*562Elefante P.C., with the check for the retainer, and the cancellation provisions would have been meaningful and important.

An agreement should be construed whenever possible to give meaning to all its provisions, not just some of them. In considering the pertinent clauses of the contract, we are governed by the rule of universal application that in construing a contract each and every part of it must be taken into consideration and given effect if possible, and that the intention of the parties must be ascertained from the entire instrument. Acchione v. City of Philadelphia, 394 Pa. 622, 149 A.2d 125,127 (1959).

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Cite This Page — Counsel Stack

Bluebook (online)
55 Pa. D. & C.4th 556, 2001 Pa. Dist. & Cnty. Dec. LEXIS 225, Counsel Stack Legal Research, https://law.counselstack.com/opinion/brutto-v-elefante-margolies-pc-pactcomplberks-2001.