Old Republic Insurance v. Linnik, A.

• Court: Superior Court of Pennsylvania
• Decided: January 28, 2025
• Docket: 289 EDA 2024
• Status: Unpublished

Opinion

J-A24041-24

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

OLD REPUBLIC INSURANCE : IN THE SUPERIOR COURT OF COMPANY : PENNSYLVANIA : Appellant : : : v. : : : No. 289 EDA 2024 ALEXANDRE LINNIK, JEFFREY P. : GOODMAN, AND SALTZ : MONGELUZZI AND BENDESKY, P.C., : POST AND SCHELL, P.C., : PENNSYLVANIA INSURANCE : DEPARTMENT

Appeal from the Order Entered January 5, 2024 In the Court of Common Pleas of Philadelphia County Civil Division at No(s): 230400738

BEFORE: LAZARUS, P.J., KING, J., and LANE, J.

MEMORANDUM BY LANE, J.: FILED JANUARY 28, 2025

Old Republic Insurance Company (“Old Republic”) appeals from the

orders which sustained the preliminary objections filed by Jeffrey P. Goodman,

Esquire and the law firm of Saltz, Mongeluzzi, and Bendesky, P.C. (collectively

the “Saltz defendants”) and the law firm of Post & Schell, P.C. (“Post &

Schell”), and dismissed the amended complaint with prejudice. 1 We affirm.

____________________________________________

1 In its amended complaint, Old Republic did not name either the Pennsylvania

Department of Insurance or the MCARE Fund as defendants, although Old Republic had named these entities as defendants in the original complaint. Old Republic also did not file a discontinuance as to these parties. See Pa.R.C.P. 229. Consequently, these parties filed preliminary objections to the (Footnote Continued Next Page) J-A24041-24

The trial court summarized the relevant factual and procedural history

of this matter as follows:

[Old Republic] is the [workers’ compensation] insurer of Pyramid Philadelphia Management [(“Pyramid”)]. [In] 2015, . . . Linnik, a banquet server, sustained a work injury while he was an employee of Pyramid . . .. [In] 2017, . . . Linnik filed petition against Pyramid . . . for workers’ compensation benefits, which a workers compensation judge granted [in] 2018 and the Pennsylvania Workers Compensation Appeal Board affirmed [in] 2020. In accordance with the order and its contract with Pyramid . . ., Old Republic has been paying workers compensation benefits to . . . Linnik.

[Linnik’s work injury was exacerbated by the medical care he received for his injury. Consequently, in] 2017, defendant Jeffrey P. Goodman, Esquire filed on behalf of . . . Linnik a complaint against particular healthcare providers who treated [his] work injury. [Attorney] Goodman. . . is a partner at . . . Saltz, Mongeluzzi & Bendesky, P.C. A lawyer from . . . Post & Schell, P.C. represented two of those particular healthcare ____________________________________________

amended complaint. The trial court entered an order sustaining the preliminary objections filed by these parties and dismissed the amended complaint as to these parties with prejudice. See Order, 1/5/24, at 1 (sustaining the preliminary objections of the Pennsylvania Department of Insurance and the MCARE Fund). As the record was still unclear as to whether the trial court had disposed of all claims against all parties (i.e., Linnik), this Court issued a rule to show cause why the appeal should not be quashed as interlocutory. See Pa.R.A.P. 341(b). Following the rule, the trial court entered an order amending its orders to clarify that it sustained the preliminary objections filed by the various defendants for the reasons raised, including the trial court’s lack of subject matter jurisdiction, resulting in the dismissal of all claims against all parties to the amended complaint, including Linnik. See Order, 3/25/24, at 1. Because this order clarified that the trial court had disposed of all claims against all parties, including Linnik, we deem the orders sustaining the preliminary objections filed by the Saltz defendants and Post & Schell to be appealable final orders. See Pa.R.A.P. 341(b). Old Republic does not appeal the order sustaining the preliminary objections filed by the Pennsylvania Department of Insurance and the MCARE Fund nor the dismissal of all claims against Linnik, and these defendants are not parties to this appeal.

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providers. [In] 2019, the parties settled. [Old Republic] requested access to that settlement agreement, which [was] declined.

On April 7, 2023, [Old Republic] filed a writ of summons and, on July 17, 2023, an amended complaint against defendants[. Therein, Old Republic averred that, as the workers’ compensation insurance carrier responsible for making claim payments to Linnik, it had subrogation rights to the settlement amounts paid to Linnik in the medical malpractice action. Old Republic additionally asserted that, due to the settlement of the medical malpractice action, Linnik had no further right to receive workers’ compensation benefits from Old Republic. Based on these averments, Old Republic sought:] (1) a declaratory judgment that [Old Republic] is entitled by law to the settlement agreement; and (2) damages due to defendants’ (a) intentional non-disclosure or concealment of the settlement agreement and (b) conversion of money [Old Republic] is allegedly entitled to by law.

[The Saltz defendants and Post & Schell] filed preliminary objections, which the trial court sustained . . . and dismissed [Old Republic’s] amended complaint with prejudice.

Trial Court Opinion, 4/16/24, at 1-2 (citations to the record and unnecessary

capitalization omitted). The trial court entered its orders sustaining the

preliminary objections filed by the Saltz defendants and Post & Schell on

January 5, 2024.2 Old Republic filed a timely notice of appeal. The trial court

2 Our Rules of Appellate Procedure designate the date of entry of an order as “the day on which the clerk makes the notation in the docket that notice of entry of the order has been given as required by [Pa.R.C.P. 236(b)].” Pa.R.A.P. 108(b). Our Supreme Court has held that “an order is not appealable until it is entered on the docket with the required notation that appropriate notice has been given.” Frazier v. City of Philadelphia, 735 A.2d 113, 115 (1999). Where there is no indication on the docket that Rule 236(b) notice has been given, then the appeal period has not started to run. Id. Here, although the orders were noted on the docket on December 31, (Footnote Continued Next Page)

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did not order Old Republic to file a concise statement pursuant to Pa.R.A.P.

1925(b); however, the court authored an opinion pursuant to Rule 1925(a).

Old Republic raises the following issues for our review:

1. Is the Court’s examination on this appeal limited to the issue of whether subject matter existed in the court below over the claims asserted by . . . Old Republic . . . in the amended complaint?

2. Did subject matter jurisdiction exist in the court below over the claims in the amended complaint?

Old Republic’s Brief at 7 (unnecessary capitalization omitted).

In this matter, Old Republic challenges the trial court’s orders sustaining

the preliminary objections filed by the Saltz defendants and Post & Schell.

When we review an order sustaining preliminary objections, our “standard of

review is de novo, and the scope of review is plenary.” Mazur v. Trinity

Area Sch. Dist., 961 A.2d 96, 101 (Pa. 2008).

Preliminary objections may be filed based on, inter alia, the following

grounds: (1) lack of jurisdiction over the subject matter of the action; (2)

failure of a pleading to conform to law or rule of court; and (3) legal

insufficiency of a pleading. See Pa.R.C.P. 1028(a). Notably, the Saltz

defendants and Post & Schell filed preliminary objections to the amended

complaint based on all three of these grounds, and the trial court indicated

2023, the docket indicates that the orders were not served on the parties pursuant to Rule 236(b) until January 5, 2024. Accordingly, we deem this latter date, January 5, 2024, to be the date of entry of the orders.

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that it sustained the preliminary objections “for the reasons raised

including . . . lack of subject matter jurisdiction.” Order, 3/25/24, at 1. This

language suggests that the trial court sustained the preliminary objections

based on all grounds raised by the Saltz defendants and Post & Schell.

Nevertheless, Old Republic limits it challenge to the trial court’s determination

that it lacked subject matter jurisdiction over the action.

Subject-matter jurisdiction is “the power of the court to hear the cases

of the class to which the case before the court belongs, that is, to enter into

inquiry, whether or not the court may ultimately grant the relief requested.”

Harley v. HealthSpark Found., 265 A.3d 674, 687 (Pa. Super. 2021). 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. Mazur, 961 A.2d at 101.

As our Supreme Court has noted, “[t]he courts of common pleas lack

jurisdiction to adjudicate Workers’ Compensation claims including issues

involving subrogation.” Gillette v. Wurst, 937 A.2d 430, 435 (Pa. 2007)

(emphasis added) (citing Romine v. Workers’ Comp. Appeal Bd. (CNF,

Inc./Potato Sack), 798 A.2d 852, 856-57 n.10 (Pa. Cmwlth. 2002)). As the

Romine Court explained:

Section 319 of the [Workers’ Compensation] Act[ (“Act”), 77 P.S. § 671,] provides that where an injury is caused in whole or in part by a third party, “the employer shall be subrogated to the right of the employe, his personal representative, his [estate] or his dependents against such third party.” . . . The Act clearly sets forth a procedure for the adjudication of claims under the Act

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that does not involve any jurisdiction of any court of common pleas. Instead, claims are to be adjudicated by an administrative law judge and any appeals from decisions of such judges are to be made to [the Workers’ Compensation Appeals] Board. Under the Act, appeals of th[e] Board’s decision may only first be brought before the Commonwealth Court. As such, the court of common pleas has no jurisdiction to adjudicate matters under the Act, including the issues of the application of any subrogation liens. . . . [A] court of common pleas has no jurisdiction to determine whether [an insurer] has any subrogation interest arising under the Act. A [workers’ compensation judge] is vested with the authority to determine questions of subrogation, the court of common pleas is not.

Romine, 798 A.2d at 856-57 n.10 (unnecessary capitalization omitted,

emphasis added).3 Stated simply, “the common pleas court cannot decide

subrogation rights.” Stout v. Workers’ Comp. Appeal Bd. (Pennsbury

Excavating, Inc.), 948 A.2d 926, 931 (Pa. Cmwlth. 2008); see also UPS v.

Hohider, 954 A.2d 13, 18-19 (Pa. Super 2008) (holding that “the common

pleas court . . . does not have jurisdiction to alter the [e]mployer’s absolute

right to the established subrogation amount as determined by the WCJ”).

Old Republic contends that the trial court erred by concluding that it

lacked subject matter jurisdiction over the claims asserted in the amended

complaint. Old Republic insists that the amended complaint did not assert

either workers’ compensation or subrogation claims, and merely sought

documents related to the settlement of the medical malpractice action. Old

3 While decisions of the Commonwealth Court are not binding upon this Court,

they may serve as persuasive authority. See Maryland Cas. Co. v. Odyssey Contracting Corp., 894 A.2d 750, 756 n.2 (Pa. Super. 2006).

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Republic further contends that the claims asserted in the amended complaint

against the Saltz defendants and Post & Schell for declaratory judgment and

intentional non-disclosure or concealment, and the claim asserted solely

against the Saltz defendants for conversion, are “routinely litigated” in the

courts of common pleas. Old Republic’s Brief at 26. According to Old Republic,

“[t]he fact that such claims may have a tangential connection to a past

workers’ compensation proceeding involving . . . Linnik, or a future

subrogation claim to be asserted by Old Republic, did not, and does not,

deprive the court below of subject matter jurisdiction.” Id.

With respect to the claim for declaratory judgment, Old Republic asserts

that it merely seeks a declaration that it is entitled to the settlement

agreement and related documents. Old Republic asserts that it has paid

millions of dollars in workers’ compensation benefits to Linnik, and before it

can assert a subrogation claim under the Act for settlement proceeds paid to

Linnik in the medical malpractice action, Old Republic needs to access the

settlement agreement and related documents so that Old Republic “may

properly frame its future subrogation demand” under the Act. See id. at 28

n.13.4

4 Old Republic asserts that it needs to “accurately calculate the total value of

the . . . settlement received by . . . Linnik (including the value of any life plans or annuities involved), as well as to be able to predict when the medical malpractice action recovery will be exhausted, for subrogation purposes.” Old Republic’s Brief at 28 n.13 (unnecessary capitalization omitted). Old Republic (Footnote Continued Next Page)

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With respect to the claims for intentional non-disclosure or concealment

(asserted against the Saltz defendants and Post & Schell) and conversion

(asserted solely against the Saltz defendants), Old Republic argues that these

claims merely seek damages for the harm allegedly caused to Old Republic by

the failure of the Saltz defendants and Post & Schell to produce the settlement

agreement and related documents upon request. 5

Old Republic concedes that, although workers’ compensation and

subrogation claims ordinarily fall within the purview of workers’ compensation

administrative law judges and the Workers’ Compensation Appeal Board, it

further indicates that if “any portion of the settlement funds is specifically earmarked for loss of consortium claims by . . . Linnik’s spouse, it would be important for Old Republic to know that fact and be able to assess whether any such loss of consortium claim was reasonable, supported by the facts, or utilized as a method of shielding funds from subrogation.” Id. This Court is mindful that a court of common pleas would have jurisdiction where the issues presented do not arise solely under the Act and demand consideration of the interplay between the Act and a statute over which the court of common pleas has jurisdiction. See Gilette, 937 A.2d at 435-36 (holding that where the workers’ compensation insurer had intervened in the third-party tort action and asserted a right of subrogation to the settlement proceeds, thereby requiring the trial court to consider the interplay between the workers’ compensation insurer’s right of subrogation under the Act and the surviving’s spouse’s right to a wrongful death award under intestacy laws, the matter was properly before the trial court). However, no such interplay between the Act and a statute over which the court of common pleas has exclusive jurisdiction is alleged in the amended complaint.

5 In support of its arguments, Old Republic cites to numerous trial court decisions. See Old Republic’s Brief at 30-33. Such decisions are not binding on this Court and are merely persuasive. See Sysco Corp. v. FW Chocolatier, LLC, 85 A.3d 515, 520 n.2 (Pa. Super. 2014) (holding that court of common pleas decisions are not binding precedent for this Court but may be considered for their persuasive value).

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insists that no such claims are made in the amended complaint and that

workers’ compensation judges “are in no position to adjudicate” its declaratory

judgment and intentional tort claims. Old Republic’s Brief at 35.

The trial court considered Old Republic’s issues and determined that

they lack merit. The court reasoned:

The court of common pleas lacks jurisdiction to adjudicate matters under the . . . Act including issues involving subrogation. Gillette . . ., 937 A.2d [at] 433-36 . . .; . . . Hohider, 954 A.2d [at] 18-19 . . .; Stout . . ., 948 A.2d [at] 931 . . .; Romine, 798 A.2d [at] 855-56 . . ..

Here, the trial court properly sustained [the Saltz defendants’ and Post & Schell’s] preliminary objections and dismissed [Old Republic’s] amended complaint. The trial court lacked jurisdiction over the subject matter of the action, i.e. [Old Republic’s] alleged subrogation rights under the . . . Act. These yet-to-be-determined subrogation rights of [Old Republic] were pled as the basis for [its] legal entitlement to (1) damages for defendants’ alleged torts and (2) the settlement agreement. [See] Amended Complaint at 1-76. As such, this trial court lacked jurisdiction over the subject matter of this action and properly sustained [the Saltz defendants’ and Post & Schell’s] preliminary objections.

Trial Court Opinion, 4/16/24, at 3 (unnecessary capitalization omitted).

Based on our review, we conclude that the trial court lacked subject

matter jurisdiction over the action. On its face, the amended complaint

asserts claims against the Saltz defendants and Post & Schell for declaratory

relief and damages for intentional non-disclosure or concealment, and

conversion. However, our Supreme Court has recognized that “the captioning

of a pleading does not control.” Scott v. Pa. Bd. of Prob. & Parole, 284

A.3d 178, 189 (Pa. 2022). This is because “creative plaintiffs can mask the

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nature of a claim through artful pleading.” Id. Such “[m]isdesignation does

not preclude a court from deducing the proper nature of a pleading.” Id.

(citations omitted). Accordingly, “a court should examine the arguments and

the requested relief to discern the true ‘nature’ of the claim.” Id.

Moreover, “permitting jurisdictional questions to turn solely upon the

styling of claims within a complaint would arguably permit forum shopping

through pleading.” Stackhouse v. Pa. State Police, 832 A.2d 1004, 1008-

09 (Pa. 2003) (plurality) (citing Mutual Benefit Ins. Co. v. Haver, 725 A.2d

743, 745 (Pa. 1999) (holding that “to allow the manner in which the

complainant frames the request for redress to control in a case . . . would

encourage litigation through the use of artful pleadings designed to avoid

exclusions in liability insurance policies”)). As such, “courts in this

Commonwealth and elsewhere have traditionally looked to the substance

rather than the form of the complaint to determine matters of jurisdiction.”

Id. (citing Konhaus v. Lutton, 344 A.2d 763, 765 (Pa. Cmwlth. 1975)

(explaining that the substance rather than the form of an action must be

examined to determine if, in reality, it is one against an officer of the

Commonwealth acting in his official capacity and within the jurisdiction of the

Commonwealth Court); Fennell v. Guffey, 25 A. 785 (Pa. 1893) (per curiam)

(holding that the Allegheny county court had subject matter jurisdiction

because, while the complaint was “in form assumpsit,” it was in substance an

action of covenant upon a lease); Johnston v. Stein, 562 N.E.2d 1365, 1366

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(Mass. App. Ct. 1990) (indicating that the question of tribunal jurisdiction is

resolved by analyzing the “core” of complaint)).

Here, each of the claims asserted in the amended complaint is premised

on the same factual allegations: (1) Old Republic is the insurer which is

responsible for paying workers’ compensation benefits to Linnik under the Act;

(2) pursuant to its obligations under the Act, Old Republic has paid millions of

dollars in workers’ compensation benefits to Linnik since 2019; (3) Old

Republic believes that Linnik may have recovered settlement monies in the

medical malpractice action; and (4) Old Republic believes that it is entitled to

those settlement monies pursuant the subrogation provisions of the Act set

forth at 77 P.S. § 671. See Amended Complaint, 7/17/23, at ¶¶ 1-42. These

core factual allegations indicate that, in substance, the amended complaint is

an action seeking a determination regarding whether Old Republic has any

statutory subrogation interest arising under the Act to any settlement

proceeds that may have been paid to Linnik in connection with the medical

malpractice action. Moreover, the relief requested by Old Republic is the

return of all workers’ compensation payments that Old Republic has made to

Linnik since the settlement of the medical malpractice action. See id. at ¶¶

72-75.

As explained above, the court of common pleas has no jurisdiction to

adjudicate matters under the Act, including issues regarding whether an

insurer has any subrogation interest arising under the Act, including the award

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of or modification to workers’ compensation benefits to an injured employee.

See Romine, 798 A.2d at 856-57 n.10. While a workers’ compensation judge

is vested with the authority to determine such questions, the court of common

pleas is not. See id. Accordingly, we conclude that the trial court lacked

subject matter jurisdiction over the substance of the claims asserted and the

relief requested in the amended complaint.

We further observe that the Saltz defendants and Post & Schell also filed

preliminary objections in the nature of a demurrer based on the legal

insufficiency of the claims asserted in the amended complaint. See Pa.R.C.P.

1028(a)(2). When considering preliminary objections contesting the legal

sufficiency of a complaint, all material facts set forth in the complaint and any

exhibits attached to it are admitted as true, as well as all reasonable inferences

which may be drawn from those facts. See Cooper v. Frankford Health

Care Sys., 960 A.2d 134, 143-44 (Pa. Super. 2008). However, in assessing

the complaint, the court cannot accept as true conclusions of law. See Sevin

v. Kelshaw, 611 A.2d 1232, 1235 (Pa. Super. 1992).

With respect to the claim for declaratory relief, both the Saltz defendants

and Post & Schell averred that, despite Old Republic’s claim otherwise, it has

an adequate and proper remedy through the workers’ compensation system.

See Saltz Defendants’ Preliminary Objections to the Amended Complaint,

7/31/23, at ¶¶ 62-65; see also Post & Schell’s Preliminary Objections to the

Amended Complaint, 7/26/23, at ¶ 82. Post & Schell also averred that the

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claim for declaratory relief was legally insufficient because Old Republic had

not established that it had a right to obtain the settlement agreement from

Post & Schell, given that: (1) Post & Schell owed no duties to Old Republic;

and (2) absent the consent of its clients, Post & Schell was barred from

furnishing Old Republic with any material concerning the medical malpractice

action. See Post & Schell’s Preliminary Objections to the Amended Complaint,

7/26/23, at ¶ 81 (citing PA.R.PROF.C. 1.6(a) (providing that “[a] lawyer shall

not reveal information relating to representation of a client unless the client

gives informed consent”)).

With respect to the claim for intentional non-disclosure or concealment,

Post & Schell averred that the claim was legally insufficient because Old

Republic failed to demonstrate that it had any legal right to obtain any

documents from Post & Schell, which owed no duty to Old Republic. See id.

at ¶ 83-84. Post & Shell further averred that, although Old Republic claimed

that it was a third-party beneficiary to the settlement agreement and that Post

& Schell owed a fiduciary duty to Old Republic, these were mere unsupported

and inaccurate legal conclusions which may not be considered by the court

when passing upon the legal sufficiency of a complaint. See id. at ¶¶ 69-86.

Similarly, the Saltz defendants challenged the legal sufficiency of the

claim for intentional non-disclosure or concealment. The Saltz defendants

noted that, in Pennsylvania, “[t]he tort of intentional non-disclosure has the

same elements as intentional misrepresentation except in the case of

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intentional non-disclosure, the party intentionally conceals a material fact

rather than making an affirmative misrepresentation.” Saltz Defendants’

Preliminary Objections to the Amended Complaint, 7/31/23, at ¶ 38 (citing

Bortz v. Noon, 729 A.2d 555, 560 (Pa. 1999)). The Saltz defendants

explained that the elements of intentional misrepresentation are: (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. See id. at ¶ 39 (citing Gibbs v. Ernst,

647 A.2d 882, 889 (Pa. 1994)). The Saltz defendants point out that, in the

absence of a duty to speak, mere silence does not constitute fraud or

concealment. See id. at ¶ 40 (citing Wilson v. Donegal Mut. Ins. Co., 598

A.2d 1310, 1315–16 (Pa. Super. 1991). According to the Saltz defendants,

Old Republic’s claim for intentional nondisclosure or concealment was legally

insufficient because it failed to meet the pleading requirements for the

elements of an intentional non-disclosure or concealment claim in the

amended complaint. See id. at ¶¶ 41-49.

The Saltz defendants also challenged the legal sufficiency of the claim

for conversion.6 The Saltz defendants averred that conversion is defined as

6 As explained above, the claim for conversion was not asserted against Post

& Shell.

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the deprivation of another’s right of property in, or use or possession of, a

chattel, or other interference therewith, without the owner’s consent and

without lawful justification. See id. at ¶ 50 (citing Spector Gadon & Rosen,

P.C. v. Rudinski, Orso & Lynch, 231 A.3d 923 (Pa. Super. 2020)). The

Saltz defendants further explained that, to prevail on its conversion claim, Old

Republic was required to establish that it was the owner of the monies at issue

at the time that the defendant took possession of it, and that the defendant

took possession without justification or Old Republic’s consent. See id. at ¶

51 (citing Acme Markets, Inc. v. Seltzer, 244 A.3d 469, 474 (Pa. Super.

2020)). The Saltz defendants averred that, at no point following the

settlement of the medical malpractice action—or ever—have the Saltz

defendants received or taken possession of any money from Old Republic, and

the claim for conversion is legally insufficient because the amended complaint

does not include any averments that it did so. See id. at ¶¶ 52-57.

Finally, both the Saltz defendants and Post & Schell filed preliminary

objections based on the failure of the amended complaint to conform to law

or rule of court. See Pa.R.C.P. 1028(a)(2). Specifically, they claimed that

the amended complaint violates the verification requirement of Pa.R.C.P.

1024(c) (requiring that the verification shall be made by the party filing the

pleading unless certain exceptions apply and, in such cases, “the verification

may be made by any person having sufficient knowledge or information and

belief and shall set forth the source of the person’s information as to matters

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not stated upon his or her own knowledge and the reason why the verification

is not made by a party”). They further averred that the verification attached

to the amended complaint was deficient because it was not signed by Old

Republic, and failed to set forth the reason why the verification was not made

by Old Republic. See Post & Schell’s Preliminary Objections to the Amended

Complaint, 7/26/23, at ¶¶ 59-66; see also Saltz Defendants’ Preliminary

Objections to the Amended Complaint, 7/31/23, at ¶¶ 67-75.

As noted above, because the trial court indicated that it sustained the

preliminary objections “for the reasons raised including . . . lack of subject

matter jurisdiction,” Order, 3/25/24, at 1, we interpret this language as

indicating that the trial court sustained the preliminary objections based on

all grounds raised by the Saltz defendants and Post & Schell, including the

legal insufficiency of the claims asserted in the amended complaint and the

failure of the amended complaint to conform to law or rule of court. As Old

Republic did not raise any challenge to these latter two determinations by the

trial court, Old Republic has waived any challenge to them. Thus, we leave

intact the trial court’s additional rulings that the preliminary objections to the

amended complaint filed by the Saltz defendants and Post & Schell were

sustained based on and the legal insufficiency of the claims asserted in the

amended complaint and the failure of the amended complaint to conform to

law or rule of court. Accordingly, we affirm the orders sustaining the

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preliminary objections to the amended complaint filed by the Saltz defendants

and Post & Schell.

Orders affirmed.

Date: 1/28/2025

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