Nat'l. Brokers & Redmond, A. v. Jordan, J.

2023 Pa. Super. 248
CourtSuperior Court of Pennsylvania
DecidedNovember 29, 2023
Docket642 MDA 2022
StatusPublished

This text of 2023 Pa. Super. 248 (Nat'l. Brokers & Redmond, A. v. Jordan, J.) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Nat'l. Brokers & Redmond, A. v. Jordan, J., 2023 Pa. Super. 248 (Pa. Ct. App. 2023).

Opinion

J-A13017-23

2023 PA Super 248

NATIONAL BROKERS OF AMERICA, : IN THE SUPERIOR COURT OF INC. AND ALAN CHRISTOPHER : PENNSYLVANIA REDMOND : : : v. : : : JASON SCOTT JORDAN : No. 642 MDA 2022 : : APPEAL OF: ALAN CHRISTOPHER : REDMOND :

Appeal from the Judgment Dated December 20, 2021 In the Court of Common Pleas of Berks County Civil Division at No(s): 14-17117

BEFORE: BOWES, J., LAZARUS, J., and STEVENS, P.J.E.*

OPINION BY LAZARUS, J.: FILED: NOVEMBER 29, 2023

Alan Christopher Redmond appeals from the judgment, entered in the

Court of Common Pleas of Berks County, entered on the verdict and sanctions

imposed against him in the amount of $13,105,197.20.1 Upon review, we

affirm.

____________________________________________

* Former Justice specially assigned to the Superior Court.

1 Judgment was entered against Redmond on December 20, 2021. On December 30, 2021, Redmond filed a post-trial motion. However, on December 3, 2021, prior to both the verdict and Redmond’s post-trial motion, Redmond filed a notice of appeal to this Court, docketed at 1621 MDA 2021, from a November 3, 2021 order granting sanctions against Redmond for failure to pay his own counsel. Ultimately, on March 11, 2022, this Court quashed Redmond’s appeal at 1621 MDA 2021, see Order, 3/11/22, at 1, and (Footnote Continued Next Page) J-A13017-23

In February of 2013, Redmond was the sole owner and operator of

National Brokers of America, Inc. (NBOA). Redmond operated NBOA as an

insurance sales call center. During this period, NBOA was unprofitable and on

the brink of financial failure. Redmond induced Jason Scott Jordan (Jordan)

to relocate to Pennsylvania from Florida and work for NBOA. Jordan had 13

years of professional experience in sales and management of insurance call

centers. Jordan relocated his family to Reading, Pennsylvania, in order to

work at NBOA. On July 13, 2013, Jordan entered into an Employment

on March 31, 2022, the trial court denied Redmond’s post-trial motion. On April 19, 2022, Redmond filed the instant timely notice of appeal, in which he purports to appeal from the March 31, 2022 order denying his post-trial motion. However, in a civil case, an appeal “can only lie from judgments entered subsequent to the trial court’s disposition of any post-verdict motions, not from the order denying post-trial motions.” Johnston the Florist, Inc. v. TEDCO Const. Corp., 657 A.2d 511, 514 (Pa. Super. 1995) (en banc) (citation omitted); see also Angelichio v. Myers, 110 A.3d 1046, 1048 (Pa. Super. 2015) (“As a general rule, this Court has jurisdiction only over appeals taken from final orders.”).

Additionally, we note that despite the then-pending appeal at 1621 MDA 2021, the trial court possessed the authority to enter its verdict and judgment against Redmond on December 20, 2021. See Christian v. Pennsylvania Fin. Responsibility Assigned Claims Plan, 686 A.2d 1 (Pa. Super. 1996) (order granting discovery sanctions is interlocutory and not generally subject to appeal until underlying case completed); see also Pa.R.A.P. 1701(b)(6) (after an appeal has been taken, trial court may “proceed further in any matter in which a non-appealable interlocutory order has been entered, notwithstanding the filing of a notice of appeal[.]”). Accordingly, we have corrected the caption, and conclude that we have jurisdiction to entertain the instant appeal.

-2- J-A13017-23

Agreement with NBOA.2 The Employment Agreement required any

modifications to be made in writing.

Between July 31, 2013 and October 31, 2013, NBOA paid Jordan

$23,778.00 less than the sum due under the Employment Agreement.

Consequently, Redmond offered to compensate Jordan with equity, by offering

50% of NBOA’s non-voting stock to Jordan. Jordan declined, because such an

agreement would leave Redmond as sole voting shareholder. After some

negotiation, Redmond and Jordan, by way of a Shareholders’ Agreement,

dated November 1, 2013, became 50/50 shareholders of NBOA. Both

Redmond and Jordan would have exactly one voting stock, with those two

shares comprising all of NBOA’s issued stock. Redmond then confirmed

Jordan’s 50% ownership of NBOA by directing the accountant to list Redmond

and Jordan as 50/50 owners of NBOA stock in NBOA’s 2013 tax returns.3

From approximately November 2013 until August 4, 2014, Redmond

and Jordan took equal pay, took equal distributions, and acted at all times as

having equal authority in the management of NBOA. Redmond and Jordan

were NBOA’s only shareholders and the only directors. Under the Amended

2 NBOA and Jordan agreed to a bi-weekly commission payment, based upon

Jordan’s performance at NBOA. See Defendant’s Answer to Complaint and New Matter, 12/11/14, Ex. A (Employment Agreement).

3 At no time did Jordan resign from his employment, management or ownership of NBOA. See Decision and Verdict, 12/20/21, at 2-3.

-3- J-A13017-23

and Restated Bylaws of NBOA (NBOA Bylaws),4 Redmond and Jordan had

equal power and authority, albeit different titles. Redmond and Jordan agreed

that Redmond would have primary responsibility for the corporate finances,

and Jordan would have primary responsibility for the operations of NBOA.

Prior to executing the November 1, 2013 Shareholders’ Agreement,

NBOA’s gross annual sales were approximately $365,000.00. In 2014, due to

Jordan’s contributions, NBOA’s gross annual sales increased to roughly

$4,000,000.00. From January 2014 until August 4, 2014, NBOA went from

making one insurance sale per day, to over 1,000 sales per month.

On August 4, 2014, Redmond unilaterally changed the locks on NBOA’s

place of business. Redmond did not give Jordan a key, and Redmond posted

an armed guard at the entrance so that Jordan could not enter. Since then,

Redmond has continuously prevented Jordan from participating in the

operations and management of NBOA, refused to provide Jordan with any

financial or management information regarding NBOA,5 kept all earnings,

profits, and distributions solely for himself, publicly claimed to be a 100%

owner of NBOA, and treated Jordan as a total stranger to NBOA, rather than

a director or shareholder of NBOA. At no time did the parties amend, modify, ____________________________________________

4 The NBOA Bylaws have, at all times, been the controlling documentation in

the underlying lawsuit. The NBOA Bylaws have not been superseded or amended. See id. at 3. The NBOA Bylaws require unanimous consent from voting shareholders for any action. See id.

5 As we discuss infra, Redmond ultimately provided this information during discovery. See id. at 4.

-4- J-A13017-23

or change the Shareholders’ Agreement or the NBOA Bylaws. To this date,

Jordan officially remains a 50% voting shareholder and director of NBOA.

On August 8, 2014, NBOA filed a writ of summons against Jordan in the

trial court, alleging trespass, and an emergency motion for an ex parte

preliminary injunction. Additionally, NBOA alleged, inter alia, that Jordan and

NBOA had no employment agreement, but that Redmond had fired Jordan

after an argument and physical altercation. See Emergency Petition for

Preliminary Injunction, 8/8/14, at 1.

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2023 Pa. Super. 248, Counsel Stack Legal Research, https://law.counselstack.com/opinion/natl-brokers-redmond-a-v-jordan-j-pasuperct-2023.