Rinkhoff, B. v. Bononi, E.

• Court: Superior Court of Pennsylvania
• Decided: November 8, 2019
• Docket: 132 WDA 2018
• Status: Unpublished

Opinion

J-S09007-19

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

BRYCE RINKHOFF, INDIVIDUALLY : IN THE SUPERIOR COURT OF AND AS A MEMBER OF RINKHOFF : PENNSYLVANIA AGRICULTURAL ENTERPRISES, LLC : : Appellant : : : v. : : No. 132 WDA 2018 : ERIC ELIA BONONI, ESQUIRE, : INDIVIDUALLY AND AS MANAGER OF : RINKHOFF AGRICULTURAL : ENTERPRISES, LLC, CLINT : RINKHOFF, INDIVIDUALLY AND AS : MANAGER OF RINKHOFF : AGRICULTURAL ENTERPRISES, LLC, : BARRY RINKHOFF, INDIVIDUALLY : AND AS MANAGER OF RINKHOFF : AGRICULTURAL ENTERPRISES, LLC : AND GRANT RINKHOFF, : INDIVIDUALLY AND AS MANAGER OF RINKHOFF AGRICULTURAL ENTERPRISES, LLC

Appeal from the Order Dated December 14, 2017 In the Court of Common Pleas of Greene County Civil Division at No(s): 888 A.D. of 2017

BEFORE: PANELLA, P.J., LAZARUS, J., and STRASSBURGER, J.*

MEMORANDUM BY PANELLA, P.J.: FILED NOVEMBER 08, 2019

Appellant Bryce Rinkhoff, individually and as a member of Rinkhoff

Agricultural Enterprises, LLC, appeals from the December 14, 2017 order

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* Retired Senior Judge assigned to the Superior Court. J-S09007-19

entered in the Greene County Court of Common Pleas.1 After careful review,

we affirm.

This appeal involves a dispute between four brothers who are members

and managers of Rinkhoff Agricultural Enterprises, LLC (“RAE”). RAE is a

Pennsylvania limited liability corporation that owns and leases land for oil and

gas development. Due to disagreements regarding an oil and gas lease, the

brothers revised the operating agreement of the LLC to require a majority vote

of the members to conduct all business. They also agreed to hire Eric Bononi,

Esquire as the external manager for a period of one-year.

Sometime after the expiration of Bononi’s term, Appellant discovered

that Bononi continued to act as the external manager even though there was

no formal vote to reappoint him. Appellant tried to address the issue with his

brothers, Clint Rinkhoff and Grant Rinkhoff, but to no avail. Moreover, Bononi

refused to relinquish his authority as external manager without a court order

directing him to do so. Appellant then filed a petition for a preliminary

injunction.

In his petition, Appellant sought a preliminary injunction to enjoin

Bononi from conducting business on behalf of RAE. Appellant also sought to

restrain Clint and Grant from acting unilaterally without his consent on

business matters. The trial court granted Appellant’s preliminary injunction

1 An appeal may be taken as of right from “[a]n order that grants . . . an injunction[.]” Pa.R.A.P. 341(a)(4).

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without a hearing and enjoined Bononi, Clint, and Grant from taking further

action on behalf of RAE. Thereafter, the trial court held a hearing on the

matter.

At the hearing, the trial court addressed the merits of the underlying

dispute without taking sworn testimony from witnesses. Counsel for Appellant

explained that a company approached RAE to modify a pre-existing pipeline

agreement. Under the terms of the proposed modification, the company would

pay RAE $2,000,000 for the necessary right-of-way to construct, operate, and

maintain a pipeline for the transportation of natural gas. However, because of

Bononi’s involvement in the matter, Appellant refused to assent to the

proposed modification. As a result, Appellant alleged that Clint and Grant

devised a vote on the modification, whereby Bononi would act as the

tiebreaker, in violation of the operating agreement. For that reason, Counsel

for Appellant requested that the trial court remove Bononi from acting on

behalf of RAE.

In response to Appellant’s arguments, the trial court convened an off-

the-record meeting in chambers with the four brothers to resolve the

underlying dispute. The parties emerged without having reached an

agreement on Bononi’s role with RAE or the proposed pipeline right-of-way.

The trial court then issued an order prohibiting Bononi from executing

contracts on behalf of RAE. However, the order allowed Bononi to remain as

external manager for the limited purpose of maintaining accounts receivable

and accounts payable. The trial court also ordered that each brother receive

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$100,000 from the LLC, which each brother could then invest as he might see

fit. This timely appeal followed.

In this direct appeal, Appellant raises six issues for our review. However,

we must note that Appellant’s arguments are indecipherable, undeveloped,

and repetitive. From what we can interpret, Appellant appears to challenge

the procedural defects at the injunction hearing, and the equitable relief

granted by the trial court. Therefore, we review these issues insofar as we can

discern Appellant’s arguments.

Appellant’s first claim seemingly challenges the trial court’s issuance of

a permanent injunction. In particular, Appellant argues the trial court erred in

granting a permanent injunction without first holding a hearing.2

Injunctive relief is an equitable remedy available only in actions brought

in equity. See Barcia v. Fenlon, 37 A.3d 1, 5-6 (Pa. Cmwlth. 2012).3 A court

may grant equitable relief in the form of a preliminary injunction or a

2 We note that, arguably, the trial court order Appellant is appealing in large part granted relief that Appellant requested. Under the Rules of Appellate Procedure, any party who is “aggrieved by an appealable order” may file an appeal. Pa.R.A.P., Rule 501. Only aggrieved parties have standing to appeal a court order. See In re J.G., 984 A.2d 541, 546 (Pa. Super. 2009). “A prevailing party is not ‘aggrieved’ and therefore, does not have standing to appeal an order that has been entered in his or her favor.” Id. (citations and quotation marks omitted). Even if the prevailing party disagrees with the factual findings or legal reasoning supporting the order, he does not have standing to appeal from it. See id. As a result, it is at best unclear whether Appellant has standing to raise the issue as we have construed it.

3 Although decisions of the Commonwealth Court are not binding on the Superior Court, they may serve as persuasive authority. See Maryland Cas. Co. v. Odyssey, 894 A.2d 750, 756 n.2 (Pa. Super 2006).

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permanent injunction. See id. The purpose of a preliminary injunction is to

preserve the status quo until the court can hear the merits of the case, as

distinguished from a permanent injunction, which is issued to provide

permanent redress. See Lindeman v. Borough of Meyersdale, 131 A.3d

145, 151 (Pa. Cmwlth. 2015); see also 15 Standard Pennsylvania Practice 2d

§ 83:10. Accordingly, these different forms of injunctive relief are governed

by separate standards.

Generally, a court may issue a preliminary injunction only after

providing the parties with written notice and a hearing. See Pa.R.C.P.

1531(a). However, if the moving party shows that immediate and irreparable

harm will result without injunctive relief, a court may grant a preliminary

injunction in the absence of a hearing. See Com. ex rel. Costa v. Boley, 272

A.2d 905, 908 (Pa. 1971). After issuing a preliminary injunction, a court may

dissolve, continue, or modify the injunction. See Pa.R.C.P. 1531(e).

In order to establish a claim for a permanent injunction, the moving

party must establish a clear right to relief. See Buffalo Tp. v. Jones, 813

A.2d 659, 663 (Pa. 2002). However, unlike a preliminary injunction, the

moving party need not establish either irreparable harm or the need for

immediate relief. See id. Instead, a court may issue permanent injunctive

relief if such relief is necessary to prevent a legal wrong for which there is no

adequate remedy at law. See Soja v. Factoryville Sportsmen’s Club, 522

A.2d 1129, 1131 (Pa. Super. 1987).

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In reviewing an injunction, an appellate court must examine the nature

of the relief granted in order to determine whether it was a preliminary or

permanent injunction. See id., at 1132. The label attached by the court to the

proceedings or the relief granted is not controlling in determining whether the

proceedings were for a preliminary injunction or a permanent injunction. See

Naus & Newlyn, Inc. v. Mason, 441 A.2d 422, 424 (Pa. Super. 1982).

As stated above, the trial court issued a preliminary injunction solely

based on Appellant’s assertion that he would sustain irreparable harm absent

injunctive relief. See e.g., Appellant’s Petition for Emergency Injunction; see

also Lindeman, 131 A.3d at 151. Following the grant of a preliminary

injunction enjoining the named parties, a hearing was scheduled on whether

the preliminary injunction would be dissolved, continued, or modified. As

noted, no testimony was offered or taken at the hearing.

However, the trial court’s resulting order, for instance, allowed Bononi

to continue as the external manager, albeit in a limited capacity. See N.T.,

Hearing, 12/14/17, at 57; see also Trial Court Order, 12/14/17. Although the

trial court did not specify the relief it was granting, it is clear from our review

that the trial court issued a permanent injunction. See N.T., Hearing,

12/14/17, at 57; see also Soja, 522 A.2d at 1131. As such, we review the

trial court’s decision for an error of law. See Buffalo Tp., 813 A.2d at 664.

Initially, we conclude that in any event Appellant waived his first issue

on appeal. Appellant argues here that the trial court issued a permanent

injunction without holding an evidentiary hearing on the underlying matter.

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See Appellant’s brief, at 24. However, upon review of the certified record,

Appellant failed to raise this issue at the hearing. Therefore, the issue is

waived as it cannot be raised for the first time on appeal. See Pa.R.A.P.

302(a). Even if Appellant had preserved this issue, the certified record shows

that the trial court issued a permanent injunction after providing the parties

with the opportunity for a hearing on the merits.

In Appellant’s next issue, he argues the trial court failed to provide him

with timely notice of the hearing. Under the Pennsylvania Rules of Civil

Procedure, a court must provide written notice of an order scheduling a

hearing to each party’s attorney of record. See Pa.R.C.P. 236(a)(2). The

notice must also include a copy of the order or judgment. See id.

Although Appellant contends he had no timely notice of the hearing, our

review of the certified record reveals this claim is frivolous. The trial court

order, dated December 12, 2017, indicates Appellant received a copy of the

order and notice of the injunction hearing on December 13, 2017. See Trial

Court Order, 12/12/17. Even before the trial court disseminated its order,

Appellant’s attorney notified the opposing parties that a hearing would be held

on December 14, 2017. See Appellant’s Notice of Presentation, 12/11/17.

Therefore, the record shows Appellant had notice of the hearing.

We address Appellant’s third, fourth, and fifth issues

contemporaneously, as they concern an alleged procedural defect in the

proceeding. Appellant argues the trial court erred in not taking sworn

testimony from witnesses at the hearing.

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Like his first issue, we conclude Appellant waived his third, fourth, and

fifth issues on appeal. From our review of the certified record, the trial court

conducted the hearing in an informal manner. Instead of taking evidence at

the hearing, the trial court permitted each counsel to argue their positions in

the case. However, at no time did Appellant request to produce witnesses or

object to the manner in which the trial court conducted the hearing. See

Pa.R.A.P. 302(a). Further, Appellant does not even suggest in his brief what

testimony he would have elicited from potential witnesses at the hearing.

Therefore, Appellant waived these issues on appeal.

Finally, Appellant challenges the trial court’s authority to distribute

assets of the LLC. He argues the trial court was without jurisdiction to order

the distribution of $100,000 to each member of the LLC.

Courts sitting in equity have broad powers to grant relief that will result

in an equitable resolution of a dispute. See Gutteridge v. J3 Energy Group,

Inc., 165 A.3d 908, 916 (Pa. Super. 2017). Accordingly, “a trial court must

formulate an equitable remedy that is consistent with the relief requested. . .

.” Id.

At the hearing, after granting Appellant partial relief in enjoining Bononi

from entering into any new contracts, the trial court ordered the distribution

of $100,000 to each member of the LLC. In doing so, the trial court explained

that “[its] intent with the distribution [was] to help [the parties] begin to feel

the effects of the Court[‘]s orders. . . .” N.T., Hearing, 12/14/17, at 66.

Although the certified record shows Appellant did not request that the court

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distribute the LLC’s assets, he, however, did seek the trial court’s help in

resolving the underlying dispute. In fact, Appellant stated on the record that

he sought an injunction from the court to force his brothers to settle the issues

affecting the LLC. See N.T., Hearing, 12/14/17, at 78. However, due to the

nature of the disagreement among the brothers, the trial court acknowledged

“an injunction . . . [was not] going to resolve the underlying issues.” Id., at

75. That is why the trial court ordered the distribution of RAE’s assets.

Therefore, it was within the trial court’s authority to fashion an equitable

remedy that was consistent with Appellant’s requested relief.

Order affirmed.

Judge Lazarus joins the memorandum.

Judge Strassburger files a dissenting memorandum.

Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 11/8/2019

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