Newman Development Group of Pottstown, LLC v. Genuardfs Family Markets, Inc.

52 A.3d 1233, 617 Pa. 265, 2012 WL 4473281, 2012 Pa. LEXIS 2262
CourtSupreme Court of Pennsylvania
DecidedSeptember 28, 2012
StatusPublished
Cited by60 cases

This text of 52 A.3d 1233 (Newman Development Group of Pottstown, LLC v. Genuardfs Family Markets, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Newman Development Group of Pottstown, LLC v. Genuardfs Family Markets, Inc., 52 A.3d 1233, 617 Pa. 265, 2012 WL 4473281, 2012 Pa. LEXIS 2262 (Pa. 2012).

Opinion

OPINION

Chief Justice CASTILLE.

This appeal presents a discrete issue of post-trial procedure governed by Rule 227.1 of the Pennsylvania Rules of Civil Procedure, which requires a party to file posttrial motions with the trial judge within ten days of certain enumerated events, with the failure to so file resulting in the significant consequence of a waiver of issues on appeal. The specific question presented is whether a party must file post-trial motions in a remand scenario — here, a circumstance where, on remand from the Superior Court, the trial court recalculated a damage award without receiving any additional evidence from the parties. The Superior Court quashed appellants’ appeal from the trial court’s recalculated damages order, holding that appellants had waived all claims by failing to file a second round of post-trial motions. Also implicated in this matter is the fact-bound question of whether a trial occurred on remand, thereby triggering the post-trial motion procedure contemplated by Rule 227.1. For the reasons that follow, we find that the panel erred in deeming appellants’ claims to be waived for non-compliance with Rule 227.1. Accordingly, we vacate the quashal order below and remand for consideration of the merits.

Genuardi’s Family Markets, L.P. is the successor in interest to Genuardi’s Family Markets, Inc. (“Genuardi’s”), and a division of Safeway, Inc. (“Safeway” or collectively with Genuardi’s “appellants”). Newman Developmental Group of Pottstown, LLC (“Newman” or “appellee”) is a real estate development company comprised of Marc Newman, David Newman, Barry Newman, Michael Wachs, and three members of the Akel family.

In 1996, Wachs identified a potential site consisting of six separate parcels at the intersection of Cedarville Road and Route 100 in North Coventry Township, Chester County, as a location to construct a shopping center to be known as Town Square Plaza. Newman entered into agreements of sale for the six properties contingent upon Newman’s ability to construct the shopping center at the site. Newman applied to the Township for the necessary rezoning to permit a shopping center on the properties, which resulted in significant public opposition against the plan.

Meanwhile, in 1998, before the necessary zoning was in place and before Newman had legal title to the properties, Newman began negotiations with several grocery store chains, among them Genuar-di’s, which signed a letter of intent to lease space in the shopping center in June of 1998. On April 14, 2000, Genuardi’s and Newman entered into an Agreement of Lease (“lease”) for space in Town Square Plaza. Because Newman had equitable title pursuant to the agreements of sale but not legal title to the properties, the lease included provisions relating to the construction of the shopping center, including time frames for specific stages of construction. Section 6.4 of the lease provided that, if building permits were not issued by January 1, 2001, or the footings and foundations of the building were not completed and steel erected by May 1, 2001, or if the delivery date of the property did not occur before September 1, 2001, [1236]*1236Genuardi’s would have the option to extend the completion date or, upon notice to Newman and after Newman’s failure to comply within an additional thirty-day period, terminate the lease.

In the course of negotiations, Newman indicated to Genuardi’s that meeting the dates for the stages of construction might be problematic; therefore, the parties agreed to hold the lease in escrow in order to grant Newman an extension of time if necessary to complete the project. Counsel for both parties, through the exchange of correspondence, established an escrow agreement whose purpose was to commit the parties to the Town Square Plaza project without obligating Newman to adhere to a construction schedule that both parties knew to be unrealistic. The escrow agreement, as it emerged from the correspondence, provided that the lease would be held in escrow by Genuardi’s pending Newman’s entering into a lease agreement or agreement of sale with either Target or Lowe’s Home Center to serve as the shopping center’s anchor tenant; but that, if such a lease agreement or agreement of sale was not executed within one year of the closing of the sale of the properties to Newman, Genuardi’s reserved the right to terminate the lease upon notice to Newman. In the event of a delay in the closing that affected the construction schedule set forth in Section 6.4 of the lease, the parties would discuss amending the completion dates to reflect a reasonable schedule.

In December of 2000, Genuardi’s notified Newman by letter that Safeway planned to acquire Genuardi’s business and requested an acknowledgment that, once Safeway assumed the lease, Genuar-di’s would be released from further obligations under it. Marc Newman signed the letter acknowledging the assignment and returned it to Genuardi’s counsel. Safeway purchased Genuardi’s in February of 2001, and, that same month, representatives of Safeway and Newman met to discuss moving forward and with timelines for approvals for the project.

On February 13, 2002, counsel for Safeway sent Newman a letter notifying Newman of Safeway’s intent to terminate the lease due to noncompliance with the completion dates set forth in Section 6.4 of the lease. The letter specifically stated that Newman had failed to obtain building permits prior to January 1, 2001, did not complete the footing and foundation or erect structural steel by May 1, 2001, and failed to deliver the property to Safeway by September 1, 2001. At the time the letter was sent, Donald Wright, Safeway’s senior vice president of real estate and engineering, who authorized the termination letter, was unaware of the escrow agreement and had not seen the documents establishing that agreement. The following day, February 14, 2002, Newman’s counsel apprised Safeway’s counsel by letter of the escrow agreement and stated that neither party had the right to terminate the lease at that time. Safeway responded to Marc Newman that Newman’s obligations under Section 6.4 of the lease were independent of the co-tenancy requirement regarding Target or Lowe’s Home Center that was the subject of the escrow agreement and reiterated that Safeway intended to terminate the lease.

On March 20, 2002, Newman filed the instant lawsuit against appellants alleging an anticipatory breach of the lease agreement and asserting claims in equity for quantum meruit and promissory estoppel based on the assertion that appellants had no right to terminate the lease agreement. Newman then sought replacement tenants and eventually obtained commitments from PetSmart and Michael’s Arts and Crafts (“Michael’s”) to occupy the space previously reserved for Genuardi’s. Newman obtained zoning approval and construction [1237]*1237permits for the shopping center and closed on the agreements of sale for the properties in March of 2004. Lowe’s signed a lease with Newman on the date Newman acquired the site. On December 28, 2005, Newman sold the shopping center to Inland Real Estate Acquisitions, Inc.

Meanwhile, on October 3, 2005, this matter proceeded to a nonjury trial before the Honorable William P. Mahon that consisted of ten days of testimony taken from October 2005 to January 2006.1 Judge Mahon found that appellants had breached the lease agreement with Newman. He determined that Newman was entitled to rent from appellants from June 25, 2005 until Newman sold the shopping center on December 28, 2005.

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Cite This Page — Counsel Stack

Bluebook (online)
52 A.3d 1233, 617 Pa. 265, 2012 WL 4473281, 2012 Pa. LEXIS 2262, Counsel Stack Legal Research, https://law.counselstack.com/opinion/newman-development-group-of-pottstown-llc-v-genuardfs-family-markets-pa-2012.