Fabian, J. v. The Pennsylvania State University

• Court: Superior Court of Pennsylvania
• Decided: January 30, 2026
• Docket: 369 WDA 2025
• Status: Unpublished
• Author: Bender

Opinion

J-A23035-25

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

JAMIE FABIAN : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellant : : : v. : : : THE PENNSYLVANIA STATE : No. 369 WDA 2025 UNIVERSITY :

Appeal from the Order Entered February 28, 2025 In the Court of Common Pleas of Blair County Civil Division at No(s): 2023 GN 478

BEFORE: PANELLA, P.J.E., McLAUGHLIN, J., and BENDER, P.J.E.

MEMORANDUM BY BENDER, P.J.E.: FILED: January 30, 2026

Jamie Fabian (“Appellant”) appeals from the order entered on February

28, 2025, in the Court of Common Pleas of Blair County, which granted The

Pennsylvania State University’s (“PSU”) motion to enforce a settlement

agreement. We affirm.

Appellant initiated this action on February 27, 2023, with the filing of a

complaint against PSU.1 In her second amended complaint, Appellant alleged

that she had been employed by PSU as an adjunct professor and that PSU

discharged her in violation of the Pennsylvania Human Relations Act (“PHRA”),

43 Pa.C.S. § 951 et seq. Second Amended Complaint, 1/22/24, at ¶¶ 8, 24-

36. PSU denied that it violated the PHRA in any way. See PSU’s Brief at 2.

____________________________________________

1 At the time, Appellant was represented by Prabhu Narahari, Esquire. J-A23035-25

Subsequently, the parties engaged in settlement negotiations, which the

trial court summarized as follows:

In an email from [Appellant’s] then-counsel[, Attorney Narahari,] to defense counsel[,] dated August 6, 2024, [Attorney Narahari] stated as follows: “We accept your offer for [Settlement Amount2] in return for a full release of claims, obviously with the written agreement condition.” Motion to Enforce [at] Exhibit “A.” This acceptance followed a string of negotiating emails[ between the parties’ counsel]. On August 23, 2024, defense counsel filed an unopposed motion to stay[,] stating that the parties had reached an agreement and [requesting that] deadlines … be extended to allow the parties [time] to finalize a written agreement. [Id. at] Exhibit “B.” On September 6, 2024[, defense counsel] provided [Attorney Narahari] a draft of the written settlement agreement. On September 11, 2024, [Attorney Narahari] emailed that the agreement “looks good.” [Id. at] Exhibit “E.”

Trial Court Opinion and Order (“TCOO”), 2/28/25, at 1-2 (cleaned up); see

also id. at 2 (noting that “[a]t all times during the above history, [Attorney

Narahari] was counsel of record” for Appellant).3

On October 1, 2024, Attorney Narahari indicated that he needed to

adjust the allocation of the settlement amount between himself and Appellant

and that he would agree to another motion to stay in order to execute the

final agreement. PSU’s Brief at 4. Thus, PSU filed a second unopposed motion

to stay, stating that “the parties have agreed to the final terms of a written

settlement agreement but require more time to execute the agreement.” Id.

2 PSU notes that the settlement amount has been redacted, due to the confidential nature of the agreement. PSU’s Brief at 2.

3 Appellant stresses that she is presently aware that the written settlement

negotiations took place; however, she contends that Attorney Narahari did not inform her of these communications at the time. Appellant’s Brief at 7.

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(cleaned up). Attorney Narahari concurred in the contents of the motion. Id.

On October 22, 2024, Attorney Narahari again sought to change the allocation

of the settlement amount; PSU’s counsel promptly provided him with an

updated settlement agreement. Id. Three days later, on October 25, 2024,

Attorney Narahari withdrew as Appellant’s counsel, and Appellant’s current

counsel, Joseph W. Cavrich, Esquire, entered his appearance on her behalf.

Id. at 4-5.

The trial court conducted a conference call on November 15, 2024,

during which Attorney Cavrich indicated that Appellant would not be executing

the settlement agreement. TCOO at 2. Consequently, PSU filed a motion to

enforce the settlement agreement. Id. Therein, it asserted that, although

there were delays in the execution of the written settlement agreement due

to Attorney Narahari’s request for changes to the allocation of the agreed-

upon settlement amount, the parties had agreed to the essential terms of the

settlement agreement. Motion to Enforce Settlement Agreement, 1/17/25, at

¶¶ 15-16. Notwithstanding, Attorney Cavrich submitted a letter to the trial

court on October 24, 2024, stating that he “cannot in good faith or conscience

recommend that [Appellant] proceed with settlement at this time.” Id. at ¶

19. PSU argued that the case had already been settled, “as the parties agreed

to the full and complete terms of a written settlement agreement[,]” id. at ¶

20, and, therefore, requested that the court enforce the settlement agreement

and dismiss the case with prejudice, id. at ¶ 21.

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Appellant opposed PSU’s motion, “asserting that she was fraudulently

induced into agreeing to the terms of the settlement agreement, due to a lack

of communication with her former attorney, and her former attorney’s attempt

to cover up his professional negligence.” Appellant’s Brief at 6. More

specifically, Appellant alleged that, “[a]s a general practice, Attorney Narahari

and his staff shared little to no information with [her] about legal filings in this

lawsuit, or documents related to settlement discussions between Attorney

Narahari and [PSU’s] counsel.” Response to Motion to Enforce Settlement,

2/18/25, at ¶ 7; see also id. at ¶ 1 (asserting that Appellant was never sent,

nor did she ever review, a draft of the first or second amended complaints

prior to the pleadings being filed; that she never signed the verifications for

the first or second amended complaints; and that she believes Attorney

Narahari “affixed [Appellant’s] photocopied signature to the verifications … in

an intentional effort to hide the fact that [Appellant’s] pleadings were

defective”); id. at ¶ 13 (stating that Attorney Narahari failed to inform

Appellant regarding the consequences of signing the proposed settlement

agreement). As such, Appellant argued that Attorney Narahari and his law

firm violated multiple Pennsylvania Rules of Professional Conduct. See id. at

¶ 13 (citing Pa.R.P.C. 1.1, 1.3, 1.4(a)(1)-(4), 1.4(b), 8.4(c)).

Additionally, Appellant averred that the reason her second amended

complaint only alleged state law discrimination claims against PSU, i.e., PHRA

claims, is because Attorney Narahari failed to file a timely lawsuit asserting

discrimination claims available to Appellant under federal law within ninety

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days of Attorney Narahari’s having received a Notice of Right-to-Sue from the

Equal Employment Opportunity Commission (“EEOC”). Id. at ¶ 1; see also

id. at ¶ 13(b) (“The filing of a federal lawsuit would have also preserved

[Appellant’s] right to a jury trial in the instant action[.]”); id. at ¶ 13(h)

(“Attorney Narahari … never advised [Appellant] that the reason a non-jury

trial had been scheduled was because Attorney Narahari failed to file a timely

lawsuit after receiving a Notice of Right-to-Sue from the EEOC, and that he

had only preserved [Appellant’s] state law discrimination claims under the

[PHRA].”). Thus, Appellant stated that, throughout his representation of her

in this case, Attorney Narahari “failed to demonstrate even the most

rudimentary understanding of practice and procedure before the

P[ennsylvania] Human Relations Commission (‘PHRC’), the [EEOC], and [of]

the Pennsylvania Rules of Civil Procedure.” Id. at ¶ 13.

Based on the foregoing allegations, Appellant indicated that, on January

27, 2025, she commenced a lawsuit against Attorney Narahari with the filing

of a praecipe for writ of summons in the Court of Common Pleas of Blair

County at No. 2025-0022. Id.; see also id. (noting that the complaint “will

sound in professional negligence”). Appellant stated that she “intends to

vigorously pursue her professional negligence claim against Attorney Narahari

and his law firm.” Id. In doing so, she claims that she “will be able to satisfy

all of the elements for legal malpractice — namely: the employment of the

attorney or other basis for duty; the failure of the attorney to exercise ordinary

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skill and knowledge; and that such negligence was the proximate cause of

damage to the plaintiff.” Id. (internal quotation marks and citations omitted).

On February 28, 2025, the trial court held a hearing on the motion to

enforce the settlement agreement, “at which, [Attorney Cavrich] stated that

there was no dispute of fact in this case as presented by defense counsel.”

TCOO at 2. Later that same day, the trial court issued an opinion and order

granting PSU’s Motion to Enforce Settlement Agreement. See generally id.

at 1-6; see also id. at 5 (“In sum, [Appellant] agreed to the essential terms

of settlement and [Attorney Narahari] conveyed her acceptance of [sic] [PSU].

Whether that acceptance was due to malpractice may be the subject of a

malpractice claim, but it does not vitiate the settlement.”).

Appellant timely appealed.4 On March 31, 2025, the trial court filed a

Rule 1925(a) opinion incorporating its February 28, 2025 opinion and order.

Appellant now presents the following questions for our review:

I. Whether the lower court abused its discretion and commit [sic] errors of law in holding that the Settlement Agreement negotiated by Appellant’s former attorney was enforceable, as Appellant was fraudulently induced by her former attorney to agree to settle due to her former attorney’s professional negligence[?]

II. Whether the lower court abused its discretion and commit [sic] an error of law in holding that Appellant’s sole remedy for her former attorney’s professional negligence was to pursue a separate lawsuit against her former attorney[?]

Appellant’s Brief at 4 (paragraph numbering added). ____________________________________________

4 The trial court didnot direct Appellant to file a Pa.R.A.P. 1925(b) concise statement of errors complained of on appeal.

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In considering the merits of Appellant’s claims, we are mindful of the

following:

The enforceability of settlement agreements is determined according to principles of contract law. Because contract interpretation is a question of law, this Court is not bound by the trial court’s interpretation. Our standard of review over questions of law is de novo and to the extent necessary, the scope of our review is plenary[,] as the appellate court may review the entire record in making its decision. … With respect to factual conclusions, we may reverse the trial court only if its findings of fact are predicated on an error of law or are unsupported by competent evidence in the record.

Mastroni-Mucker v. Allstate Ins. Co., 976 A.2d 510, 517-18 (Pa. Super.

2009) (internal brackets and citations omitted). “The prevailing party is

entitled to have the evidence viewed in the light most favorable to its

position.” King v. Driscoll, 296 A.3d 1178, 1184 (Pa. Super. 2023) (citation

omitted).

“Like any contract, to be enforceable, a settlement agreement must

possess all the elements of a valid contract: offer, acceptance, and

consideration.” Toppy v. Passage Bio, Inc., 285 A.3d 672, 682 (Pa. Super.

2022) (citation omitted). Moreover, “it is essential to the enforceability of a

settlement agreement that the minds of the parties should meet upon all the

terms, as well as the subject matter of the agreement.” Id. (citation omitted);

see also Schreiber v. Olan Mills, 627 A.2d 806, 808 (Pa. Super. 1993)

(“[F]or an agreement to exist, there must be a ‘meeting of the minds,’…; the

very essence of an agreement is that the parties mutually agree to the same

thing….”). “Where a settlement agreement contains all of the requisites for a

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valid contract, a court must enforce the terms of the agreement.” Mastroni-

Mucker, 976 A.2d at 518; see also Toppy, 285 A.3d at 682 (“[I]f the parties

have agreed on the essential terms, the contract is enforceable even though

it is an informal memorandum requiring future approval or negotiations of

incidental terms.”).

In the case sub judice, Appellant’s first issue questions whether the trial

court erred in enforcing the settlement agreement, as she claims she was

“fraudulently induced by [Attorney Narahari] to agree to settle….”

Appellant’s Brief at 4 (emphasis added). However, the corresponding heading

in the argument section of her brief does not mention fraudulent inducement.5

Rather, it avers that the trial court erred in holding that the settlement

agreement is enforceable, because “Appellant did not give knowing

consent to settle….” Id. at 15 (cleaned up; emphasis added). See Pa.R.A.P.

2119(a) (“The argument shall be divided into as many parts as there are

questions to be argued; and shall have at the head of each part--in distinctive

type or in type distinctively displayed—the particular point treated therein,

followed by such discussion and citation of authorities as are deemed

pertinent.”).

In the body of her argument, Appellant discusses at length the

professional negligence claim that she intends to file and “vigorously pursue”

5 ‘Fraud in the inducement’ of a contract is where “an opposing party made

false representations that induced the complaining party to agree to the contract.” Toy v. Metro. Life Ins. Co., 928 A.2d 186, 205 (Pa. 2007).

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against Attorney Narahari. See Appellant’s Brief at 16-19; see also id. at

17-18 (listing the numerous Pennsylvania Rules of Professional Conduct that

Attorney Narahari allegedly violated while representing her in this matter); id.

at 18 (stating that, in pursuing her professional negligence claim against

Attorney Narahari, “she will be able to satisfy all of the elements for legal

malpractice”). She asserts that “Attorney Narahari failed to possess and

exercise that degree of knowledge, skill and care which would normally be

exercised by members of the profession under the same or similar

circumstances.” Id. at 18 (citing McPeake v. Cannon, Esquire, P.C., 553

A.2d 439, 441 (Pa. Super. 1989)). She also contends that Attorney Narahari

failed to inform her of the consequences of her agreeing to the settlement.

Id. at 19. “In essence,” Appellant proclaims that she “will establish that she

was fraudulently induced by Attorney Narahari and his law firm into agreeing

upon a settlement in this case.” Id.

Appellant fails, however, to set forth the elements of fraud in the

inducement. Nor does she engage in any discussion of the law regarding

fraudulent inducement and/or explain precisely how Attorney Narahari

fraudulently induced her to settle with PSU. See Rudy v. Lesniak, 343 A.3d

1261, 1267 (Pa. Super. 2025) (noting that Pennsylvania law requires fraud of

any kind to be plead with particularity). It is not the job of this Court to

develop arguments for the appellant. Thus, we deem Appellant’s claim

pertaining to fraudulent inducement waived. See Banfield v. Cortes, 110

A.3d 155, 168 n.11 (Pa. 2015) (“Where an appellate brief fails to provide any

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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.

It is not the obligation of an appellate court to formulate an appellant’s

arguments for him.”) (cleaned up).

To the extent that Appellant suggests the settlement agreement is

unenforceable because there was no meeting of the minds, see Appellant’s

Brief at 13 (“It is inconceivable that Appellant could have effectively

participated in the settlement negotiations between Attorney Narahari and

counsel for [PSU], as Attorney Narahari did not meaningfully advise Appellant

of those communications.”); id. at 14 (“It is inconceivable that [Appellant]

knowingly consented to settlement, or that there could have been a meeting

of minds on the settlement amount given the circumstances at hand.”), we

also deem this claim waived due to Appellant’s failure to include this issue in

her Statement of Questions Involved. See Pa.R.A.P. 2116(a) (“No question

will be considered unless it is stated in the statement of questions involved or

is fairly suggested thereby.”); Wirth v. Com., 95 A.3d 822, 858 (Pa. 2014)

(“[Rule 2116(a)] is to be considered in the highest degree mandatory,

admitting of no exception; ordinarily no point will be considered which is not

set forth in the statement of questions involved or suggested thereby.”).

Notwithstanding waiver, we would determine that Appellant’s claim that

the trial court erred in enforcing the settlement agreement is meritless. As

the trial court opined:

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It is clear that a settlement has been agreed to in this case as reflected in the August 6, 2024 email from [Attorney Narahari,] which stated…, “we accept your offer for $[Settlement Amount] in return for a full release of claims, obviously with the written agreement condition.” The only “condition” in the acceptance was for the settlement to be reduced to writing, which was done, and to which [Attorney Narahari] stated[,] “looks good[.”] The essential terms of the settlement are all specifically laid out in the settlement agreement.

TCOO at 4 (cleaned up; emphasis added); see also Toppy, 285 A.3d at 682

(requiring an offer, acceptance, and consideration for a settlement agreement

to be enforceable); Mastroni-Mucker, 976 A.2d at 518 (“There is an offer

(the settlement figure), acceptance, and consideration (in exchange for the

plaintiff terminating the lawsuit, the defendant will pay the plaintiff the agreed

upon sum).”).

Moreover, we would conclude that the record demonstrates a meeting

of the minds as to all essential terms of the settlement agreement. See

Schreiber, 627 A.2d at 808 (“For an agreement to exist, there must be a

‘meeting of the minds[]’….”). Attorney Narahari expressly stated in his August

6, 2024 email to PSU’s counsel, “we accept your offer for $[Settlement

Amount] in return for a full release of claims….” See TCOO at 4 (internal

brackets omitted). Additionally, the parties notified the trial court that they

had agreed to the final terms of a written settlement agreement, but that they

simply needed more time to execute the agreement. See Second Unopposed

Motion to Stay, 10/1/24, at ¶ 3. See Gasbarre Products, Inc. v. Smith,

270 A.3d 1209, 1218 (Pa. Super. 2022) (“Because a court is constrained to

construe the parties’ contract based on the parties’ outward and objective

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actions — particularly, the plain terms of their written agreement — a

subjective, or ‘true and actual,’ meeting of the minds is not necessary for an

enforceable contract to form.”) (emphasis omitted).

PSU also convincingly argues that there is a presumption that a

settlement entered into by an attorney has been authorized by the client, and

that Appellant has failed to rebut this presumption. See PSU’s Brief at 8-9

(citing Rockey v. Big Spring Sch. Dist., 699 A.2d 1331, 1334 (Pa. Cmwlth.

1997) (“There is a presumption that a settlement entered into by an attorney

has been authorized by the client, although rebuttal of the presumption will

render the purported settlement ineffective.”));6, 7 see also King, 296 A.3d ____________________________________________

6 We recognize that “a decision of the Commonwealth Court is not binding precedent upon this Court; however, it may be considered for its persuasive value.” Holland ex rel. Holland v. Marcy, 817 A.2d 1082, 1083 n.1 (Pa. Super. 2002) (citation omitted).

7 As our sister court explained:

This presumption is fundamental to the effective functioning of our adversary system[,] which is grounded, in part, upon two interrelated understandings: (1) that attorneys speak for their clients, both to the court and to opposing counsel, and (2) that attorney-client communications are privileged. Being able to rely upon counsel’s representations of their clients’ positions serves the salutary purpose of avoiding intrusion into the attorney-client relationship. Of course, there will be occasional situations where an attorney, by mistake or otherwise, will misrepresent a client’s position. This can easily be determined and addressed by a fact- finding exercise, once the client has come forward to deny the attorney’s representations. Otherwise, no inquiry into the conversations or understandings between clients and their counsel is warranted. Clearly, any diminution of the presumption that the attorney speaks for the client would have a tendency to prompt (Footnote Continued Next Page)

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at 1184 (“The law in this jurisdiction is clear and well-settled that an attorney

must have express authority in order to bind a client to a settlement

agreement.”) (citation omitted). In fact, PSU notes that Appellant

acknowledges that she agreed to the settlement. PSU’s Brief at 9-10. We

would discern that this argument is supported by the record. See Appellant’s

Brief at 13 (“[Appellant] detrimentally relied upon her attorney[’]s advice and

counsel in agreeing to a settlement….”) (emphasis added); id. at 19

(stating that “Appellant will establish that she was fraudulently induced … into

agreeing upon a settlement”) (emphasis added); id. (noting that

“Appellant is not alleging an inadequacy of the settlement” negotiated by

Attorney Narahari, but rather that she was given “bad advice” about agreeing

to the settlement).

Because the trial court found that all the essential elements of a valid

contract were present and that Appellant herself agreed to the settlement, but

that she believed she was fraudulently induced to do so, it next considered

whether Appellant had demonstrated fraud by clear, precise, and convincing

evidence. See TCOO at 4. The trial court concluded that she had not. Id.

For the following reasons, we would agree that Appellant failed to meet her

burden in establishing a claim for fraud.

such intrusion as a matter of course to “verify” uncontroverted statements before they are relied upon.

Rockey, 699 A.2d at 1334 (emphasis in original).

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“A party wishing to invalidate a contract must show fraud or mutual

mistake by clear, precise[,] and convincing evidence.” Baribault v. Zoning

Hearing Bd. of Haverford Twp., 236 A.3d 112, 118 (Pa. Cmwlth. 2020)

(internal quotation marks and citation omitted); see also Leyda v. Norelli,

564 A.2d 244, 245 (Pa. Super. 1989) (recognizing that “fraud and mistake are

bases for setting aside a settlement agreement”). To establish fraud, a party

must plead each of the following elements with particularity:

(1) A representation; (2) which is material to the transaction at hand; (3) made falsely, with knowledge of its falsity or recklessness as to whether it is true or false; (4) with the intent of misleading another into relying on it; (5) justifiable reliance on the misrepresentation; and (6) the resulting injury was proximately caused by the reliance.

Rudy, 343 A.3d at 1267 (quoting Gibbs v. Ernst, 647 A.2d 882, 889 (Pa.

1994)); see also id. (explaining that the six elements of fraud apply to claims

of fraud in the inducement) (citation omitted).

Regarding the particularity requirement, we have explained:

While it is impossible to establish precisely what degree of particularity is required to sufficiently allege fraud, it is well- settled that the following two conditions must always be met: “The pleadings must adequately explain the nature of the claim to the opposing party so as to permit him to prepare a defense[,] and they must be sufficient to convince the court that the averments are not merely subterfuge.” Youndt v. First Nat’l Bank of Port Allegany, 868 A.2d 539, 544-45 (Pa. Super. 2005).

Id. at 1267-68. “[A]t the very least[,] a plaintiff must set forth the exact

statement or actions [the] plaintiff alleges constitute the fraudulent

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misrepresentations.” Youndt, 868 A.2d at 545 (internal quotation marks and

citation omitted).

Here, the trial court determined that “fraud has not been demonstrated

or pled.” TCOO at 5; see also id. (noting that “the [c]losest [Appellant] gets

to alleging a fraudulent representation is the allegation that her former

attorney provided her ‘half-truths’”). The trial court acknowledged that

Appellant’s allegations may form the basis of a malpractice claim against her

former counsel, stating: “Indeed, [Appellant] argues that she can make out a

case for legal malpractice and sets forth the elements of a legal malpractice

claim.” Id. However, it observed: “No such exposition is made with regard

to a fraud claim.” Id. In sum, the trial court concluded that Appellant agreed

to the essential terms of the settlement and that her attorney at the time

conveyed her acceptance to PSU. Id. “Whether that acceptance was due to

malpractice may be the subject of a malpractice claim, but it does not vitiate

the settlement.” Id. We would discern no error of law or abuse of discretion

in the trial court’s decision to enforce the settlement agreement.

Finally, Appellant alleges that the trial court erred in holding that her

sole remedy for Attorney Narahari’s alleged professional negligence is to

pursue a separate malpractice lawsuit against him. See Appellant’s Brief at

20. However, Appellant does not cite any legal authority whatsoever in

support of her claim or engage in any meaningful discussion of the law. She

merely reiterates her argument that the trial court should not have enforced

the settlement agreement due to Attorney Narahari’s alleged malpractice and

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his withholding critical information from her, suggesting that the trial court

“had other options.” Id. at 20-21; see also id. at 21 (stating that the trial

court could have denied PSU’s motion to enforce the settlement agreement

and allowed the underlying case to proceed; stayed the underlying litigation

and given Appellant the opportunity to pursue her professional negligence

claim against Attorney Narahari; or issued a rule to show cause why the

settlement agreement should not have been enforced). Because Appellant

fails to properly develop this argument, we deem this issue waived. See

Umbelina v. Adams, 34 A.3d 151, 161 (Pa. Super. 2011) (“[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.”).

Accordingly, we affirm the trial court’s February 28, 2025 order granting

PSU’s motion to enforce the settlement agreement.

Order affirmed.

1/30/2026

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