Goldman Sachs Bank USA v. Chase, C.

• Court: Superior Court of Pennsylvania
• Decided: March 17, 2026
• Docket: 999 EDA 2025
• Status: Unpublished
• Author: Murray

Opinion

J-S02028-26

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

GOLDMAN SACHS BANK USA : IN THE SUPERIOR COURT OF : PENNSYLVANIA : v. : : : CATHERINE CHASE : : Appellant : No. 999 EDA 2025

Appeal from the Judgment Entered July 3, 2025 In the Court of Common Pleas of Carbon County Civil Division at No(s): 23-0019

BEFORE: NICHOLS, J., MURRAY, J., and BENDER, P.J.E.

MEMORANDUM BY MURRAY, J.: FILED MARCH 17, 2026

Catherine Chase (Appellant) appeals from the judgment entered against

her and in favor of Goldman Sachs Bank USA (Goldman Sachs), following a

non-jury trial on Goldman Sachs’s claim that Appellant defaulted on an

installment loan agreement (the Agreement). We affirm.

On January 4, 2023, Goldman Sachs filed a complaint against Appellant,

alleging Appellant breached the terms of the Agreement by failing to make

required monthly payments after Goldman Sachs loaned her $30,000.00.

Appellant filed an answer and new matter in which she averred, inter alia, that

she never entered into “any agreement with [Goldman Sachs] for any loan of

any kind[,] nor did she authorize anyone on her behalf to do so.” Answer and

New Matter, 2/24/23, ¶ 4. J-S02028-26

The matter was scheduled for a non-jury trial on January 10, 2025. On

that date, before trial commenced, Appellant orally moved to dismiss the case

for lack of subject matter jurisdiction. See N.T., 1/10/25, at 3-5. Appellant

relied on Section 12(a) of the Agreement, which provides as follows:

Except as provided in Section 12(b)1 below, this Agreement shall be governed by and construed in accordance with federal law and any applicable laws of the State of Utah without regard to rules concerning conflicts of law or choice of law.

Agreement § 12(a) (footnote added). The trial court took the subject matter

jurisdiction issue under advisement, and the matter proceeded to trial. See

N.T., 1/10/25, at 8-9; see also id. at 6 (Appellant’s counsel agreeing that

Section 12(a) would not apply if the trial court credited Appellant’s contention

that she never signed the Agreement).

Julie Welsh (Ms. Welsh), a Goldman Sachs records custodian, testified

that, on May 17, 2018, Appellant electronically signed the Agreement and

Goldman Sachs disbursed a loan of $30,000.00. Id. at 13-16. According to

Ms. Welsh, Appellant initially made nine monthly installment payments to

Goldman Sachs, but stopped making payments after April 2019. Id. at 16.

Ms. Welsh testified that, at the time of trial, Appellant owed a balance of

$24,163.28. Id. at 17. Appellant testified that she did not enter into the

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1 Section 12(b) provides that if Appellant is a New York resident, the Agreement will be governed by federal law and New York law. See Agreement § 12(b). It is undisputed that Appellant is not a New York resident, and Section 12(b) does not apply.

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Agreement, “and blamed her late husband … for doing so without her

knowledge.” Trial Court Opinion, 6/11/25, at 3; see also id. at 5-9 (trial

court finding Ms. Welsh’s testimony credible and Appellant’s testimony not

credible).

After the close of testimony, the parties submitted briefs on, inter alia,

the subject matter jurisdiction issue. On March 12, 2025, the trial court

entered a non-jury verdict for Goldman Sachs in the amount of $24,163.28. 2

Appellant did not file a post-trial motion.

On April 10, 2025, Appellant filed a notice of appeal to this Court.

Appellant timely filed a court-ordered concise statement of matters

complained of on appeal under Pa.R.A.P. 1925(b). The trial court filed an

opinion under Rule 1925(a).

On June 12, 2025, this Court directed Appellant to show cause why her

appeal should not be quashed or dismissed. We noted Appellant had not filed

a post-trial motion, and it therefore “appear[ed] that all issues have been

waived.” Order, 6/12/25 (citing Pa.R.C.P. 227.1). Rule 227.1 “requires

parties to file post-trial motions in order to preserve issues for appeal. If an

issue has not been raised in a post-trial motion, it is waived for appeal

2 The trial court did not explicitly rule on Appellant’s oral motion challenging

its subject matter jurisdiction; its verdict in Goldman Sachs’s favor implicitly denied the motion. See Trial Court Opinion, 6/11/25, at 9-10 (rejecting Appellant’s subject matter jurisdiction challenge).

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purposes.” Matthew 2535 Props., LLC v. Denithorne, 313 A.3d 223, 232

(Pa. Super. 2024) (en banc) (citation omitted).

On June 26, 2025, Appellant filed a response to the show-cause order.

Appellant represented that she sought to appeal only the issue of subject

matter jurisdiction, and argued challenges to subject matter jurisdiction

cannot be waived. See Response, 6/26/25, at 1-2 (citing Commonwealth

v. Little, 314 A.2d 270, 272 (Pa. 1974) (“An objection to lack of subject

matter jurisdiction can never be waived; it may be raised at any stage in the

proceedings by the parties or by a court in its own motion.”)). This Court

discharged the rule to show cause and referred the issue to the merits panel. 3

We address below, in connection with each of Appellant’s issues, whether the

issue has been waived.

Appellant presents the following issues for our review:

1. Where [Goldman Sachs] filed a complaint which alleged that the [Agreement] … contains a “Governing Law” provision[], stating that [the Agreement] shall be governed [by] and construed in accordance with federal law and any applicable laws of the State of Utah, and [Goldman Sachs] commenced this action in Pennsylvania rather than the state of Utah or in federal court[,] ____________________________________________

3 We also directed Appellant to praecipe the trial court to enter judgment on

the verdict, noting that the entry of judgment is a prerequisite to the exercise of this Court’s jurisdiction. See Order, 7/1/25 (citing Johnston the Florist, Inc. v. TEDCO Const. Corp., 657 A.2d 511, 514 (Pa. Super. 1995) (en banc)). Where an “appeal was filed prior to the entry of judgment, it is clear that jurisdiction in appellate courts may be perfected … upon the docketing of a final judgment.” Johnston the Florist, 657 A.2d at 513. Appellant thereafter filed the appropriate praecipe, and the trial court entered judgment on July 3, 2025. We have revised the caption to reflect that the appeal lies from the entry of judgment.

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does the Court of Common Pleas of Carbon County have jurisdiction to hear and decide this claim?

2. Where the purported [A]greement allegedly signed by [Appellant] contained clauses such as one that required [Appellant] to be notified of the availability of arbitration by [Goldman Sachs,] but no such notice was ever given, has [Goldman Sachs] violated its own [A]greement and failed to comply with a mandatory condition precedent to the pursuit of its claim against [Appellant]?

3. Where the testimony was unrebutted that [Appellant] alleged that her late husband did [mis]appropriate her identify to apply for and use a credit account with [Goldman Sachs], is [Appellant] responsible [for the debt] when she never knew of the loan application, nor saw any of the mon[ey] applied for[,] nor had access to the account into which [the money] was deposited[,] since everything was done online and [Appellant] did not have a computer nor know how to use one?

Appellant’s Brief at 8-9 (issues reordered).

In her first issue, Appellant argues the trial court lacked subject matter

jurisdiction over this dispute because Section 12(a) of the Agreement provides

that the Agreement “shall be governed by and construed in accordance with

federal law and any applicable laws of the State of Utah….” Appellant’s Brief

at 21 (quoting Agreement § 12(a)). Appellant maintains that, “[a]ccording to

this [provision], this case should have been brought in federal court or in a

Utah state court.” Id. Appellant asserts that a federal court or Utah court

“would have subject matter jurisdiction,” but “a court in Carbon County” did

not. Id.

The test for whether a court has subject matter jurisdiction inquires into the competency of the court to determine controversies of the general class to which the case presented for consideration belongs. Thus, as a pure question of law, the

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standard of review in determining whether a court has subject matter jurisdiction is de novo and the scope of review is plenary.

Beneficial Consumer Disc. Co. v. Vukman, 77 A.3d 547, 550 (Pa. 2013).

The want of jurisdiction over the subject matter may be questioned at any time. It may be questioned either in the trial court, before or after judgment, or for the first time in an appellate court, and it is fatal at any stage of the proceedings, even when collaterally involved.

Turner v. Est. of Baird, 270 A.3d 556, 560 (Pa. Super. 2022) (citation and

brackets omitted).

Article V, Section 5 of the Pennsylvania Constitution provides that

“[t]here shall be one court of common pleas for each judicial district … having

unlimited original jurisdiction in all cases except as may otherwise be provided

by law.” PA. CONST. art. 5, § 5; see also 42 Pa.C.S.A. § 931(a) (“Except

where exclusive original jurisdiction of an action or proceeding is by statute or

by general rule … vested in another court of this Commonwealth, the courts

of common pleas shall have unlimited original jurisdiction of all actions and

proceedings….”); Green Acres Rehab. & Nursing Ctr. v. Sullivan, 113 A.3d

1261, 1269 (Pa. Super. 2015) (observing that the courts of common pleas

have jurisdiction over, inter alia, breach of contract actions).

It is well-established “that subject matter jurisdiction and venue are

distinct concepts.” Midwest Fin. Acceptance Corp. v. Lopez, 78 A.3d 614,

627 (Pa. Super. 2013).

Subject matter jurisdiction relates to the competency of a court to hear and decide the type of controversy presented. Jurisdiction is

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a matter of substantive law. 42 Pa.C.S.[A.] § 931(a) (defining the unlimited original jurisdiction of the courts of common pleas).

Venue relates to the right of a party to have the controversy brought and heard in a particular judicial district. Venue is predominately a procedural matter, generally prescribed by [procedural] rules…. 42 Pa.C.S.[A.] § 931(c). Venue assumes the existence of jurisdiction. 42 Pa.C.S.[A.] § 931(b) (referencing rules for change of venue in cases within the jurisdiction of courts of common pleas)….

Midwest Fin. Acceptance Corp., 78 A.3d at 627 (quoting Schultz v. MMI

Prod., Inc., 30 A.3d 1224, 1227 (Pa. Super. 2011)).

As a matter of procedure, and not substantive law, venue is considered a personal privilege belonging to the defendant and can be waived by failing to raise an objection to venue in timely filed preliminary objections[,] or waived by written agreement[,] or waived by tacit agreement through participation in the proceedings. See Pa.R.C.P. 1028(a)(1); Pa.R.C.P. 1003, Commonwealth v. Bethea, 828 A.2d 1066, 1073 n. 3 (Pa. 2003) (“Jurisdiction of subject matter can never attach nor be acquired by consent or waiver of the parties, while venue may always be waived”).

Midwest Fin. Acceptance Corp., 78 A.3d at 628 (one citation modified).

“A forum selection clause in a contractual provision limits the place or

court in which an action may be brought.” Id. (citation omitted). Regarding

forum selection clauses, Pennsylvania law provides

that, while private parties may not by contract prevent a court from asserting its jurisdiction or change the rules of venue, nevertheless, a court in which venue is proper and which has jurisdiction should decline to proceed with the cause when the parties have freely agreed that litigation shall be conducted in another forum and where such agreement is not unreasonable at the time of litigation.

Id. (citation omitted; emphasis added).

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Instantly, the trial court analyzed Appellant’s first claim as follows in its

Rule 1925(a) opinion:

A “forum selection” provision is a contractual provision which limits the court or locale where litigation can be commenced, see Midwest Fin. Acceptance Corp., 78 A.3d at 628, whereas a “governing law” provision is one [that] determines which state laws would apply to the contract’s terms. See Beemac Trucking, LLC v. CNG Concepts, LLC, 134 A.3d 1055 (Pa. Super. 2016).

The [Agreement in the instant case] contains a governing law provision. This governing law provision, in pertinent part, reads as follows: “Except as provided in Section 12(b) below, this Agreement shall be governed by and construed in accordance with federal law and any applicable laws of the State of Utah without regard to rules concerning conflict of law or choice of law.” [Agreement § 12(a).] Nowhere does this … provision dictate that “venue” must be in some jurisdiction in Utah and not in Carbon County, Pennsylvania; it only states that the applicable laws of the State of Utah apply.

Thus, th[e trial c]ourt believes that pursuant to the applicable rules of civil procedure, a court of Carbon County, Pennsylvania, may exercise both venue and subject matter jurisdiction absent a forum selection provision in the contract at issue.

Trial Court Opinion, 6/11/25, at 9-10 (footnotes omitted; some citations

modified; emphasis added).

We agree with the trial court that it had subject matter jurisdiction over

the instant case. Though phrased as a challenge to the trial court’s subject

matter jurisdiction, Appellant’s argument fails to address the concept of

subject matter jurisdiction. See Appellant’s Brief at 20-21. Appellant does

not argue that the trial court was incompetent “to determine controversies of

the general class to which the case presented for consideration belongs,”

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Beneficial Consumer Disc. Co., 77 A.3d at 550, but merely contends the

Agreement called for a different forum. Appellant cites no authority

suggesting that either forum selection clauses or governing law clauses in

contracts implicate a court’s subject matter jurisdiction. See generally

Appellant’s Brief; see also Kalili v. State Farm Fire & Cas. Co., 330 A.3d

396, 406 (Pa. Super. 2024) (“This Court will not act as counsel and will not

develop arguments on behalf of an appellant.”); Pa.R.A.P. 2119(a) (requiring

discussion and citation of pertinent authorities).4 Our review discloses no

impediment to the trial court’s subject matter jurisdiction. To the extent that

Appellant’s first issue challenges subject matter jurisdiction, the issue merits

no relief.5

4 We further observe that Appellant cites no authority regarding forum selection clauses or governing law clauses generally—irrespective of their bearing on subject matter jurisdiction—and fails to address the trial court’s determination that Section 12(a) is not a forum selection clause. See generally Appellant’s Brief. While we agree with the trial court that Section 12(a) is not a forum selection clause and lends no support to a forum challenge, we note that Appellant waived any forum challenge by failing to raise it in preliminary objections. See Midwest Fin. Acceptance Corp., 78 A.3d at 628. Even if Appellant had properly raised such a challenge via preliminary objections, her failure to file a post-trial motion would have resulted in waiver of the issue on appeal. See Matthew 2535 Props., LLC, 313 A.3d at 232.

5 As part of her first issue, Appellant’s brief separately argues that the trial

court erred by not applying either federal law or Utah law. See Appellant’s Brief at 21-22. This argument is waived on multiple grounds, including Appellant’s failure preserve it in a post-trial motion, see Pa.R.C.P. 227.1; identify it in her Rule 1925(b) statement, see Hess v. Fox Rothschild, LLP, 925 A.2d 798, 803 (Pa. Super. 2007) (“[A]ny issue not raised in an appellant's (Footnote Continued Next Page)

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We address Appellant’s remaining issues together. In her second issue,

Appellant argues she was discharged from liability because Goldman Sachs

materially breached the Agreement by failing to send a “Claim Notice” to

Appellant, as called for by Section 18(b).6 See Appellant’s Brief at 23-27. In

Rule 1925(b) statement will be deemed waived for purposes of appellate review.”); or develop it in her brief with discussion and citation of pertinent authority, see Santander Bank, N.A. v. Ansorge, 327 A.3d 259, 265 (Pa. Super. 2024) (stating that “an appellant waives any issue he fails to develop sufficiently,” and “[f]ailure to cite relevant legal authority constitutes waiver of the claim on appeal.”). We observe that Appellant cites no federal or Utah law, and fails to argue that application of federal or Utah law would have produced a different result below. See Appellant’s Brief at 21-22.

6 Section 18(b) of the Agreement provides, in part, as follows:

Before beginning a lawsuit, mediation, or arbitration, you and we agree to send a notice (a “Claim Notice”) to each party against whom a Claim is asserted. The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your billing address or emailed to you. Our sending a billing statement to you, or sending you any other communication advising you that you are delinquent, also constitutes a Claim Notice.

Agreement § 18(b). We observe that Appellant’s argument on this issue fails to specify any trial court error, and our review discloses Appellant never raised the issue in the trial court. See Appellant’s Brief at 23-27; see also Pa.R.A.P. 302(a) (“Issues not raised in the trial court are waived and cannot be raised for the first time on appeal.”). Further, Appellant’s vague Rule 1925(b) statement failed to adequately identify Section 18(b) of the Agreement, resulting in the trial court’s Rule 1925(a) opinion addressing an entirely different provision. See Rule 1925(b) Statement, 5/19/25, ¶ 3 (stating the Agreement “contained clauses such as one that required [Appellant] to be notified of the availability of arbitration by [Goldman Sachs]….”); Trial Court Opinion, 6/11/25, at 10-11 (opining that Appellant failed to elect arbitration under Section 18(d) of the Agreement, which provides that either party “may (Footnote Continued Next Page)

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her third issue, Appellant argues the evidence presented at trial did not

establish that she entered into the Agreement; rather, she contends the

evidence showed her late husband “forged her name” on the Agreement. 7 Id.

at 14; see also id. at 13-20. Appellant does not argue that either of these

issues implicates the trial court’s subject matter jurisdiction. See id. at 13-

20, 23-27. Accordingly, as a result of Appellant’s failure to file a post-trial

motion, both issues are waived for appellate review. See Matthew 2535

Props., LLC, 313 A.3d at 232.

Judgment affirmed.

Date: 3/17/2026

elect to resolve any Claim by individual binding arbitration.” (trial court’s emphasis)); see also Hess, 925 A.2d at 803-04 (“When an appellant fails adequately to identify in a concise manner the issues sought to be pursued on appeal, the trial court is impeded in its preparation of a legal analysis which is pertinent to those issues,” and the issues may be deemed waived).

7 Appellant’s argument on this issue does not explicitly identify any trial court

error; fails to specify whether Appellant challenges the weight and/or sufficiency of the evidence; and fails to acknowledge that the trial court found Appellant’s testimony contradictory and incredible. See Appellant’s Brief at 13-20; see also Trial Court Opinion, 6/11/25, at 8-9.

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