Good v. Kantorik

61 Pa. D. & C.4th 461, 2003 Pa. Dist. & Cnty. Dec. LEXIS 153
CourtPennsylvania Court of Common Pleas, Fayette County
DecidedApril 11, 2003
Docketno. 2181 of 2001, G.D.
StatusPublished

This text of 61 Pa. D. & C.4th 461 (Good v. Kantorik) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Fayette County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Good v. Kantorik, 61 Pa. D. & C.4th 461, 2003 Pa. Dist. & Cnty. Dec. LEXIS 153 (Pa. Super. Ct. 2003).

Opinion

SOLOMON, J.,

BACKGROUND

This is a motion for summary judgment filed on behalf of the plaintiff, Thomas T. Good. The plaintiff brought suit against the defendant, Charles F. Kantorik, alleging that the defendant has failed to comply with the terms of a sales agreement between the parties. The parties agree that they entered into an agreement on November 2,1987, for the sale of the plaintiff’s accounting practice to the defendant, and that this was the only binding agreement between them. In his complaint, that plaintiff alleges that the agreement was breached by reason of the defendant’s failure to pay amounts due under the agreement. By way of answer and new matter, the de[463]*463fendant has asserted that the agreement contains a warranty provision in which it is warranted that the “accounting practice [grossed] at least $65,000 per year.”

The defendant also asserts that after he purchased the practice, he discovered that it was in fact not grossing $65,000 per year, and that, under the terms of the agreement, he was entitled to make sporadic payments. Further, in 1991, the defendant made no payments for the entire year. After 1991, the defendant made sporadic payments up until May 5,2000, the date of his last payment.

In his motion for summary judgment, the plaintiff contends that it is clear from the unambiguous terms of the contract that a reduction in sale price was only to occur if the accounting practice lost any major clients.

DISCUSSION

Motions for summary judgment are governed by Pa.R.C.P. 1035.2, which rule provides:

“After the relevant pleadings are closed, but within such time as not to unreasonably delay trial, any party may move for summary judgment in whole or in part as a matter of law
“(1) whenever there is no genuine issue of any material fact as to a necessary element of the cause of action or defense which could be established by additional discovery or expert report, or
“(2) if, after the completion of discovery relevant to the motion, including the production of expert reports, an adverse party who will bear the burden of proof at trial has failed to produce evidence of facts essential to the cause of action or defense which in a jury trial would [464]*464require the issues to be submitted to a jury.” Pa.R.C.P. 1035.2.

Summary judgment may only be invoked if the record shows there is no genuine issue as to any material fact, and that the moving party is entitled to judgment as a matter of law. Young v. Eastern Engineering and Elevator Co. Inc., 381 Pa. Super. 428, 554 A.2d 77 (1989). It is not the function of the court ruling on a motion for summary judgment to weigh evidence and to determine the truth of the matter. Keenheel v. Pennsylvania Securities Commission, 134 Pa. Commw. 494, 579 A.2d 1358 (1990). Further, the court must examine the record in the light most favorable to the non-moving party, Sebelin v. Yamaha Motor Corp., 705 A.2d 904 (Pa. Super. 1998), and resolve any doubt in his favor. Swartley v. Hoffner, 734 A.2d 915 (Pa. Super. 1999); Doe v. Philadelphia Community Health Alternatives AIDS Task Force, 745 A.2d 25 (Pa. Super. 2000), alloc. granted in part, 563 Pa. 125, 758 A.2d 166 (2000), affirmed, 564 Pa. 264, 767 A.2d 548 (2001). Additionally, the non-moving party may respond to the motion by relying solely on an affidavit to create a genuine issue of material fact, i.e., a credibility determination for the jury. Gruenwald v. Advanced Computer Applications Inc., 730 A.2d 1004, 1009 (Pa. Super. 1999). With these precedents in mind, we now consider the motion of the plaintiff for summary judgment.

Instantly, the plaintiff asserts that there is no material issue of fact as to the issue of the terms of the agreement and that by virtue of the defendant having failed to pay the amount due, he is entitled to judgment as a matter of law. The plaintiff also asserts that, under the agreement, [465]*465the only provision which allowed for any reduction in the amount due would only take effect if any of the “major clients” of the practice departed.

In response to the motion for summary judgment, the defendant has filed an affidavit which states that after he took control of the accounting practice, it grossed approximately $50,115.55. Under his interpretation of the warranty provision of the agreement, this constituted a breach by the plaintiff, thereby allowing the defendant to reduce the agreed upon purchase price of the accounting practice.

Thus, the initial determination by this court must be one of contract interpretation, since the interpretation of an agreement is a question of law for the court. Pa.R.C.P. 1035, 42 Pa.C.S. Where the parties disagree as to the meaning of a contract’s terms, a court should attempt to interpret the contract using the standard rules of interpretation. Cohen v. McLafferty, 53 D.&C.4th 155 (Philadelphia Cty. 2001), citing Banks Engineering Co. v. Polons, 561 Pa. 638, 644 n.4, 752 A.2d 883, 886 n.4 (2000). In general, “a clear and unambiguous contract provision must be given its plain meaning unless to do so would be contrary to a clearly expressed public policy. Insurance Co. of Evanston v. Bowers, 758 A.2d 213, 220 (Pa. Super. 2000) citing, Antonovich v. Allstate Insurance Co., 507 Pa. 68, 76, 488 A.2d 571, 575 (1985).

Under Pennsylvania law, a contract is ambiguous “when a contract provision is reasonably susceptible to more than one meaning.” West Conshohocken Restaurant Associates Inc. v. Flanigan, 737 A.2d 1245, 1248 (Pa. Super. 1999). A court must not “distort the meaning of the language or resort to a strained contrivance in or[466]*466der to find an ambiguity.” Madison Construction Co. v. Harleysville Mutual Insurance Co., 557 Pa. 595, 606, 735 A.2d 100, 106 (1999) (the fact that the parties have different interpretations of a contract does not render the contract ambiguous). If no ambiguities are found, the court may then regard the interpretation to be a question of law. Lapio v. Robbins, 729 A.2d 1229, 1232 (Pa. Super. 1999).

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Bluebook (online)
61 Pa. D. & C.4th 461, 2003 Pa. Dist. & Cnty. Dec. LEXIS 153, Counsel Stack Legal Research, https://law.counselstack.com/opinion/good-v-kantorik-pactcomplfayett-2003.