E. Allen Reeves v. Old York

• Court: Superior Court of Pennsylvania
• Decided: February 6, 2026
• Docket: 2996 EDA 2024
• Status: Unpublished
• Author: Dubow

Opinion

J-A01001-26

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

E. ALLEN REEVES, INC. : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellant : : : v. : : : OLD YORK, LLC, JEFFREY COHEN, : No. 2996 EDA 2024 AND METROPOLITAN PROPERTIES : OF AMERICA, INC. :

Appeal from the Order Entered September 20, 2024 In the Court of Common Pleas of Montgomery County Civil Division at No(s): 2023-22189

BEFORE: DUBOW, J., KUNSELMAN, J., and SULLIVAN, J.

MEMORANDUM BY DUBOW, J.: FILED FEBRUARY 6, 2026

Appellant, E. Allen Reeves, Inc., appeals from the September 20, 2024

order entered in the Montgomery County Court of Common Pleas dismissing

Appellant’s complaint, concluding that the federal bankruptcy court had

continuing jurisdiction over the financial dispute between Appellant and

Appellees, Old York, LLC, Jeffrey Cohen, and Metropolitan Properties of

America, Inc. After careful consideration, we affirm.

The financial dispute between Appellant and Appellees arose from a

2015 construction contract pursuant to which Appellant agreed to serve as a

general contractor to Appellees for the construction of a building (“the

Property”).

In February 2017, Appellant filed for bankruptcy under Chapter 11 of

the United States Bankruptcy Code in the United Stated Bankruptcy Court for J-A01001-26

the Eastern District of Pennsylvania at Docket No. 17-11354-AMC. In

September 2017, the Bankruptcy Court entered an order confirming a

reorganization plan filed by Appellant (“Reorganization Plan”). Importantly,

the Reorganization Plan provided that the Bankruptcy Court “shall retain

jurisdiction,” inter alia, “to determine any and all disputes arising under or in

connection with the . . . collection or recovery of any assets” and “to

determine any and all proceedings for recovery of payments pursuant to any

Cause of Action[.]” Appellees’ Prelim. Objections, 5/14/24, Exh. 2

(Reorganization Plan, Article XII, ¶ 12.1(c), (g)). 1

On November 17, 2017, Appellant filed a complaint in the Montgomery

County Court of Common Pleas against Appellees, Old York, LLC and

Metropolitan Properties of America, Inc., alleging breach of the 2015

construction contract, at Docket No. 2017-27160. In February 2018, the

Montgomery County court stayed the case pending binding arbitration, which

resulted in an award in favor of Appellant.

After Appellant filed a petition in Montgomery County court to confirm

the arbitration award, Appellee Old York sought relief in Bankruptcy Court by

filing an adversary proceeding challenging, inter alia, Appellant’s standing to

bring the breach of contract action. In December 2021, the Bankruptcy Court ____________________________________________

1 While Appellant does not address this language directly, it does not dispute

the inclusion of the language in the Reorganization Plan and indeed, attaches to its brief the Bankruptcy Court’s recent order reiterating the relevant language. Appellant’s Br., Exh. B (In re E. Allen Reeves, Inc., Docket No. 17-11354-AMC, Order at ¶ 3 (Bankr. E.D. Pa. dated May 6, 2025) (“Bankruptcy Court’s May 6, 2025 Order”)).

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“abstained from hearing this matter . . ., citing comity with state courts and

respect for state law.” E. Allen Reeves, Inc. v. Old York, LLC, 293 A.3d

284, 290 (Pa. Super. 2023).

On March 7, 2022, the Montgomery County court confirmed the

arbitration award and entered judgment in favor of Appellant against

Appellees for $216,155.42 (“Arbitration Award”). Appellee Old York appealed

to this Court, challenging, inter alia, Appellant’s standing, but Appellee did not

raise issues relating to the state court’s jurisdiction pursuant to the

Reorganization Plan. Id. at 291-92. This Court affirmed the order confirming

the Arbitration Award.

On April 5, 2022, Appellant filed a complaint in Bankruptcy Court against

Appellees and Washington York 2021, LLC, at Docket No. 22-00031-AMC,

claiming that Appellees fraudulently transferred the Property to Washington

York 2021 in August 2021 “to frustrate [Appellant’s] collection efforts on the

[Arbitration Award].”2 Appellant’s Br. at 5; see also Bankruptcy Court’s May

6, 2025 Order at ¶ 11. Appellant sought to pierce the corporate veil of

Appellee Old York and raised claims that Appellees committed civil conspiracy

and violated the Pennsylvania Uniform Voidable Transactions Act, 12 Pa.C.S. ____________________________________________

2 Appellant asserted, inter alia, that the Bankruptcy Court had jurisdiction pursuant to 28 U.S.C. § 1334(b), which provides that district courts in bankruptcy cases “shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11[.]” 28 U.S.C.A. § 1334(b). Appellant averred that the matter was “related to [Appellant’s] Chapter 11 Bankruptcy Proceeding, currently pending” in the Bankruptcy Court. Appellees’ Prelim. Objections, 5/14/24, Exh. 4 (Appellant’s Bankruptcy Court Complaint, 4/5/22, at ¶ 7).

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§§ 5104(a)(1)-(2) and (b) and 5105. On August 17, 2023, the Bankruptcy

Court granted Appellees’ motion for judgment on the pleadings and dismissed

all of Appellant’s counts. Appellant did not appeal the federal court decision.

Instead, on October 5, 2023, Appellant filed the instant action against

Appellees raising the same counts that it presented in the Bankruptcy Court

action. Specifically, Appellant sought to pierce the corporate veil to collect the

Arbitration Award and claimed violations of the Pennsylvania Uniform Voidable

Transactions Act, 12 Pa.C.S. § 5104(a)(1)-(2) and (b) and 5105, and civil

conspiracy.3

Appellees filed preliminary objections claiming, inter alia, that the

Montgomery County court lacked subject matter jurisdiction based on the

Reorganization Plan, which vested jurisdiction in the Bankruptcy Court over

claims involving the collection of Appellant’s assets. In its Answer to the

Preliminary Objections, Appellant baldly asserted that “the Bankruptcy Court

does not have sole jurisdiction over the claim.” Appellant’s Answer to Prelim.

Objections, 6/3/24, at ¶¶ 80-81 (some capitalization omitted).

On September 20, 2024, the trial court sustained Appellees’ preliminary

objections and dismissed Appellant’s claims. 4 Specifically, the Court

concluded that the Bankruptcy Court had “full and continuing jurisdiction over ____________________________________________

3 Appellant initially included a claim for unjust enrichment but later amended

its complaint to omit that count.

4 The court stated that it did not address Appellees’ preliminary objections based on res judicata and collateral estoppel as they “are affirmative defenses to be raised in [n]ew [m]atter.” Trial Ct. Op., 12/6/24, at 5 n.6.

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the financial disputes set forth in the Amended Complaint.” Trial Ct. Op. at 3.

The court relied on the “clear language” in the Reorganization Plan providing

that the Bankruptcy Court “shall retain jurisdiction to determine all disputes

arising in connection with the collection or recovery of any assets and to

determine any and all proceedings for recovery of payments for any cause of

action.” Id. at 4 (citation omitted). The court opined that Appellant’s claims

“clearly” fell within that retained jurisdiction as Appellant sought to recover

assets. Id. Moreover, the court observed that the Bankruptcy Court had

already entered judgment on these “exact same claims[,]” opining that

Appellant “is not entitled to have these claims decided again in a different

forum when the Bankruptcy Court has already retained jurisdiction of the

claims asserted[.]” Id. at 4, 5.

On October 16, 2024, Appellant filed a notice of appeal. Appellant and

the trial court complied with Pa.R.A.P. 1925.

This Court issued a Rule to Show Cause ordering Appellant to obtain an

order from the Bankruptcy Court. On May 6, 2025, the Bankruptcy Court

entered an order opining that the instant appeal was not subject to the

statutory “automatic stay of proceedings in bankruptcy” as such stays apply

only to proceedings “against the debtor[,]” whereas this case involved a

proceeding brought by Appellant, the debtor. Bankruptcy Court’s May 6, 2025

Order at ¶ 19 (citing 11 U.S.C. § 362(a)) (emphasis in original). Thus, the

Bankruptcy Court concluded that the instant appeal could proceed. Id. at

¶ 20. Accordingly, we proceed to address the issue raised in this appeal.

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Appellant raises the following issue on appeal:

Whether the trial court erred as a matter of law in entering the September 20, 2024[] order sustaining Appellees’ preliminary objections and dismissing the underlying action?

Appellant’s Br. at 2 (some capitalization omitted).

“Our standard of review of an order of the trial court overruling or

granting preliminary objections is to determine whether the trial court

committed an error of law.” Am. Interior Constr. & Blinds Inc. v.

Benjamin's Desk, LLC, 206 A.3d 509, 512 (Pa. Super. 2019) (citation

omitted). Accordingly, our “standard of review is de novo, and the scope of

review is plenary.” Elite Care, Rx, LLC v. Premier Comp Solutions., LLC,

296 A.3d 29, 31 (2023) (en banc) (citation omitted). A trial court should grant

preliminary objections challenging subject matter jurisdiction only when “it is

clear and free from doubt that the complainant will be unable to prove facts

legally sufficient to establish a right to relief.” Id. (citation omitted).

Moreover, we “must accept as true all well-pleaded, material, and relevant

facts alleged in the complaint and every inference that is fairly deducible from

those facts.” Id. (citation omitted).

Appellant claims that the Montgomery County court erred in dismissing

its claims. Appellant’s Br. at 8-12. Appellant provides minimal argument in

response to the trial court’s conclusion that the Bankruptcy Court retained

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jurisdiction over these claims pursuant to the Reorganization Plan. 5 Indeed,

Appellant does not address the relevant language of the Reorganization Plan

or provide any legal precedent disputing the trial court’s conclusion that the

Bankruptcy Court retained jurisdiction. Instead, Appellant relies upon the

Bankruptcy Court’s May 6, 2025 Order, which it contends “confirm[ed that]

the trial court properly retains jurisdiction in this matter for purposes of

[Appellant] attempting to collect on the underlying judgment.” Appellant’s Br.

at 8 (some capitalization omitted), 11-12. Appellant claims that because the

prior “action to collect on the Arbitration Award in favor of [Appellant] was

permitted to proceed in the trial court previously, it should have been

permitted in the underlying action.” Id. at 11 (some capitalization omitted).

We reject Appellant’s argument as the Bankruptcy Court’s May 6, 2025

Order did not address the trial court’s jurisdiction but, rather, opined that the

instant appeal in this Court could proceed because it did not implicate the

statutory automatic stay related to federal bankruptcy proceedings.

Moreover, the Bankruptcy Court expressly stated that it took “no position” on

the issues raised in this appeal, which address whether the state court

correctly concluded that jurisdiction over Appellant’s claims remained in the

Bankruptcy Court pursuant to the language of the Reorganization Plan.

Bankruptcy Court’s May 6, 2025 Order at ¶ 20.

____________________________________________

5 Instead, Appellant sets forth law regardingthe reviewability of arbitration awards, which has no relevance to the issue on appeal. Appellant’s Br. at 9- 10.

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After careful considerations, we conclude that the trial court did not err

in reading the plain language of the Reorganization Plan as providing for the

Bankruptcy Court’s retention of jurisdiction over Appellant’s claims as they

involve “disputes arising . . in connection with the . . . collection or recovery

of any assets” of Appellant. Reorganization Plan, Article XII ¶ 12.1(c).

Accordingly, the trial court did not err in dismissing Appellant’s complaint.

Order affirmed.

Date: 2/6/2026

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