NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37
SHA'NINI GEORGE FOUNDATION : IN THE SUPERIOR COURT OF : PENNSYLVANIA
Appellant :
:
:
v. :
:
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ANIMAL PROTECTION LEAGUE OF : No. 1237 WDA 2025 WESTERN PENNSYLVANIA, STACEY : SQUATRITO, JENNY FALVEY, JESS : FLYNN, CASEY ZRELIAK, AND : JENNIFER FLYNN :
Appeal from the Order Entered September 11, 2025 In the Court of Common Pleas of Mercer County Civil Division at No(s):
2025-00438
BEFORE: NICHOLS, J., McLAUGHLIN, J., and SULLIVAN, J. MEMORANDUM BY McLAUGHLIN, J.: FILED: September 15, 2026 The Sha’nini George Foundation (“the Foundation”) appeals from the final order entered after the court sustained the preliminary objections of the Animal Protection League of Western PA (“the APL”) and its board members — Stacey Squatrito, Jenny Falvey, Jess Flyn, Casey Zreliak, and Jennifer Flynn (collectively, “Defendants”). The Foundation seeks the return of a donation it made to the APL, arguing the APL has failed to use the funds for the reason for which they were donated. We affirm.
The Foundation, a nonprofit corporation, filed a complaint in 2025, followed by an amended complaint. The Foundation alleged that it had donated $79,956.47 to the APL, another nonprofit corporation, in 2021. It alleged it made the donation for APL to acquire a building, and contingent
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upon certain reporting and documentation requirements. The trial court summarized the allegations as follows:
According to the [Foundation], on May 11, 2021, [the Foundation], through its president, Sharon George, proposed a restricted donation to the Defendants[] contingent upon the satisfaction of specific conditions (“Requirements”) and directed toward a defined objective (“Specified Purpose”); namely, capital funding for the acquisition or construction of a building to support the Defendants[]’ operations. The Requirements included, inter alia, financial reporting, independent audits, standard operating procedure documentation, proof of insurance, and notice of board meetings.[1] The Defendants[] purportedly accepted the terms and appointed George as a board member emeritus to lead the capital campaign.
The [Foundation] contributed a total of $117,166.67 to the Defendants[], with $79,956.47 originating from the [Foundation]’s own funds and $37,210.20 generated through fundraising efforts. These funds were deposited into an account designated as a building fund and classified internally by the Defendants[] as restricted revenue. The [Foundation] alleges, despite the passage of approximately three and a half years, the Defendants[] have failed to fulfill the agreed-upon Requirements and have made no meaningful progress toward the Specified Purpose. Following a formal demand for the return of the donation, which the Defendants[] refused, the [Foundation]
commenced the present action.
Trial Court Opinion, filed 11/14/25, at 2-3 (unpaginated).
The amended complaint brought eight claims: Count I, breach of contract; Count II, unjust enrichment; Count III, conversion; Count IV, fraud; Count V, breach of fiduciary duty; Count VI, aiding/abetting breach of fiduciary duty; Count VII, pursuant to 15 Pa.C.S.A. § 5548.1 (“Nonjudicial settlement agreement”); and Count VIII, an accounting.
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1 See Am. Compl., 3/21/25, at Ex. 1.
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Defendants filed preliminary objections to Counts I through VII.
Defendants argued the amended complaint’s allegations were legally insufficient to support these counts. In the alternative, defendants maintained that the counts were barred by the gist of the action doctrine.
Following argument, the trial court sustained the preliminary objections.
Regarding Count I, for breach of contract, the court found that even if the e- mails between the parties established a contract controlling the APL’s use of the donation, the Foundation failed to allege a breach of that contract, because the parties never established a timeline for the performance or completion of the contract. It also found the Foundation failed to plead any damages.
Regarding Count II, for unjust enrichment, the court found that the claim was barred because the Foundation had alleged that “an express contract controls the relationship between the parties.” Trial Ct. Op. at 6 (unpaginated). It further found that even if this claim was not barred by the agreement, it would fail because the Foundation had not alleged that the APL’s retention of the funds was inequitable. The court noted the APL had not spent the funds, but held them in a separate account designated for the specific purpose allegedly agreed upon by the parties.
The court likewise found that Count III, for conversion, lacked legal sufficiency because the Foundation had not alleged that the APL wrongfully assumed control over the donated funds in a manner that was outside the scope of the agreement. In addition, the court observed that “the duties
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allegedly breached are contractual in nature, not duties imposed by law independent of the agreement.” Id. at 8 (unpaginated).
The court found Count IV, for fraudulent inducement, failed for lack of particularity. Id. at 10 (unpaginated) (citing Pa.R.Civ.P. 1019(b)). It noted the Foundation did not “identify the specific statements alleged to be false, who made them, or when and how they were communicated.” Id. It also found the allegations were legally insufficient for a claim of fraudulent inducement because they failed to demonstrate that the APL did not intend to fulfill the agreement. It stated, “[F]raud cannot be inferred solely from nonperformance.” Id.
Regarding Counts V and VI — for breach of a fiduciary duty and aiding and abetting breach of fiduciary duty — the court found the Foundation failed “to allege any circumstances suggesting the existence of a heightened relationship of trust and confidence which would give rise to fiduciary duties beyond the scope of a contractual relationship.” Id. at 11 (unpaginated). The court also concluded that the alleged breach — failure to use the funds within a reasonable timeframe — “does not rise to the level of self-dealing or bad faith conduct” required for a fiduciary breach. Id.
The court found Count VII also failed to state a legal claim. It found the Foundation did not “identify any express violation of the restrictions imposed by the gift instrument” and that 15 Pa.C.S.A. § 5448.1 “does not support a reversionary interest in the absence of a clear violation.” Id. at 14 (unpaginated).
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The court dismissed Counts I through VII of the amended complaint. It thereafter entered a final order discontinuing Count VIII by consent of the parties. This appeal follows.2 The Foundation raises the following issues:
I. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Breach of Contract claim in [the Foundation]’s First Amended Complaint be dismissed for failure to plead sufficient facts to establish that a contract existed, that []Defendants breached the same, and that there were resultant damages?
II. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Unjust Enrichment claim in [the Foundation]’s First Amended Complaint be dismissed for failure to plead inequity sufficient[ly] to support a claim for unjust enrichment when pleaded in the alternative?
III. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Conversion claim in [the Foundation]’s First Amended Complaint be dismissed for failure to allege facts establishing that [D]efendants wrongfully assumed control over the donated funds?
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2 To the extent this appeal may fall within Commonwealth Court’s jurisdiction,
our jurisdiction is perfected because Defendants have not objected to our hearing the appeal. See Pa.R.A.P. 741(a) (“The failure of an appellee to file an objection to the jurisdiction of an appellate court on or prior to the last day under these rules for the filing of the record shall, unless the appellate court shall otherwise order, operate to perfect the appellate jurisdiction of such appellate court, notwithstanding any provision of law vesting jurisdiction of such appeal in another appellate court”); 42 Pa.C.S.A. § 704(a) (same); see also 42 Pa.C.S.A. § 762(a)(5)(i) (providing Commonwealth Court with jurisdiction over appeals in “[a]ll actions or proceedings relating to corporations non-for-profit arising under Title 15”). But see Pocono Highland Lake Estates Prop. Owners Ass’n v. Palys, 822 A.2d 879, 880 n.2 (Pa.Cmwlth. 2003) (stating that Commonwealth Court does not have jurisdiction over every appeal in which “a not-for-profit corporation is a party” but rather only over appeals involving “the interpretation of not-for-profit statutes, constitutions, by-laws . . . [and] the regulation of corporate affairs”).
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IV. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Conversion claim in [the Foundation]’s First Amended Complaint be dismissed for failure to allege facts establishing a duty independent of the underlying agreement?
V. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Fraud claim in [the Foundation]’s First Amended Complaint be dismissed for failure to state allegations of fraud with particularity as set forth in Pa.R.Civ.P.
1019(b)?
VI. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Fraud claim in [the Foundation]’s First Amended Complaint be dismissed for failure to plead falsity of the representation with the intent of inducing reliance?
VII. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Breach of Fiduciary Duty claim in [the Foundation]’s First Amended Complaint be dismissed for failure to allege any circumstances suggesting the existence of a heightened relationship of trust and confidence which would give rise to fiduciary duties and a breach of same?
VIII. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that the Aiding and Abetting Breach of Fiduciary Duty claim in [the Foundation]’s First Amended Complaint be dismissed for failure to sufficiently plead a breach of fiduciary duty?
IX. Whether the trial [c]ourt erred as a matter of law or abused its discretion in ordering that Enforcement Pursuant to 15 Pa.C.S.
§ 5548.1 claim in [the Foundation]’s First Amended Complaint be dismissed for failure to plead a violation of the restrictions imposed by the gift and/or establishing any actionable breach or deviation warranting judicial enforcement?
The Foundation’s Br. at 4-6 (suggested answers and trial court answers omitted).3
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3 We note that the argument sections in the Foundation’s brief do not correspond to the questions presented, in violation of Pa.R.A.P. 2119(a).
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“In considering an appeal from an order sustaining a demurrer, which presents a question of law, our standard of review is de novo and our scope of review is plenary.” Armslist LLC v. Facebook, Inc., 335 A.3d 1, 7 (Pa.Super. 2025) (citation omitted), appeal denied, 349 A.3d 392 (Pa. 2025). We must determine the facts pleaded in the complaint, and all inferences reasonably deduced from those facts, “adequately [state] a claim or relief under any theory of law.” Id. (citation omitted). We may affirm the order of the trial court sustaining a demurrer on any valid basis. Dockery v. Thomas Jefferson Univ. Hosps., Inc., 253 A.3d 716, 721 (Pa.Super. 2021).
The Foundation first argues that the court erred in concluding it failed to state a claim for breach of contract on the basis that the parties’ agreement was silent as to time for performance. The Foundation claims that where a contract is silent on time for performance, Pennsylvania law implies that the time for performance must be reasonable under the circumstances. The Foundation claims this is a factual question to be decided by the jury based on the particular facts of the case. The Foundation’s Br. at 16-17 (citing, inter alia, Reagan v. D. & D. Builders, Inc., 419 A.2d 700, 702 (Pa.Super. 1980)). The Foundation argues that here, the amended complaint alleged Defendants failed to perform within a reasonable time, and thus sufficiently alleged a breach.
The Foundation also argues that the court erred in sua sponte considering whether it had pled damages. The Foundation points out that Defendants’ preliminary objections only asserted the Foundation had failed to
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specify how Defendants had breached the agreement. Id. at 14-15. It further contends that it sufficiently pled damages, as it paid a considerable sum for a contract that has not been performed. Id. at 17-18.
The court did not err in dismissing this count for failure to state a claim.
“[I]t is hornbook law that where no time is specified for performance of a contractual obligation, the courts will require that the obligation be performed within a ‘reasonable’ time.” Hodges v. Pa. Millers Mut. Ins. Co., 673 A.2d 973, 974 (Pa.Super. 1996). “Where there is no express provision in a contract as to its duration[,] the intention of the parties in that regard is to be determined from the surrounding circumstances and by the application of a reasonable construction to the agreement as a whole.” Thomas v. Thomas Flexible Coupling Co., 46 A.2d 212, 215 (Pa. 1946).
Here, the Foundation did not make any allegations supporting a conclusion that the APL had failed to acquire or construct a building within a reasonable time. The Foundation alleged, “In the approximately three and a half years since SGF made the restricted Donation, APL has failed to meet the Requirements as set forth by SGF, and has not made any appreciable progress in carrying out the Specified Purpose, and/or planning or constructing a Building for APL use.” Am. Compl. at ¶ 21; see also id. at ¶ 28 (“APL has failed to meet the Requirements, carry out the Specified Purpose, and/or make reasonable progress relating to same in a reasonable time”).
However, the Foundation pleaded no facts regarding, for example, the cost to acquire or build a building, or obtain a mortgage to do so, and the total
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funds the APL possessed for such purposes, or the time it takes to acquire or build an appropriate building once an entity in APL’s shoes has adequate funds to embark on such a project. The amended complaint thus lacked an adequate factual basis on which to conclude that an unreasonable time had passed under the circumstances for the acquisition of a building. The amended complaint is similarly lacking factual allegations to find unreasonable delay in all the steps needed for new construction. The court did not err in finding the allegations fail to state a claim for breach of contract as a matter of law.
Moreover, a court may imply a missing term in a parties’ contract – including a term that the parties must perform the contract within a reasonable time – “only when it is necessary to prevent injustice and it is abundantly clear that the parties intended to be bound by such term.” Solomon v. U.S. Healthcare Sys. of Pa., Inc., 797 A.2d 346, 350 (Pa.Super. 2002) (citation omitted). In Solomon, because the plaintiff failed to offer proof that implying a “reasonable time” provision would be necessary to prevent an injustice and had been contemplated by the parties at the time of the agreement, the trial court did not err in granting summary judgment on a breach of contract claim. Id. Here, the Foundation did not plead facts substantiating a claim that the APL failed to perform within a “reasonable time” to prevent an injustice to the Foundation.
The Foundation’s second issue challenges the court’s dismissal of the Foundation’s alternative claim for unjust enrichment. The Foundation contends that if no contract exists, it would be inequitable to allow the APL to
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retain the funds, when the APL “has failed to meet the Requirements on an ongoing basis, has not made any progress, and is unable and/or unwilling to carry out the Specified Purpose.” The Foundation’s Br. at 19. It contends the APL “has received [the] benefit of growth/interest on the donation, and a stronger financial position[.]” Id. (citing Am. Compl. at ¶¶ 34-37).
The Foundation failed to allege that Defendants’ retention of the funds would be inequitable. See Durst v. Milroy Gen. Contracting, Inc., 52 A.3d 357, 360 (Pa.Super. 2012) (listing elements of unjust enrichment claim). A claim for unjust enrichment will only stand where the defendant’s retention of the funds is inequitable or unjust – it does not apply “simply because the defendant may have benefited as a result of the actions of the plaintiff.” McCabe v. Marywood Univ., 166 A.3d 1257, 1264 (Pa.Super. 2017) (citation omitted).
Here, the amended complaint acknowledges that the APL “deposited [the] donation into a separate account earmarked for a building fund, and APL’s internal financial records refer to these funds as ‘restricted revenue.’” Am. Compl. at ¶ 20. It does not plead facts sufficient to conclude, for example, that the APL failed to use the funds within a reasonable time under the circumstances, diverted them for an improper purpose, or that its retention of the funds in the instant context would be unfair. Even if the APL is not bound by the terms of an agreement, the factual allegations do not substantiate any inequitable use of the funds under the circumstances here. The claim fails as a matter of law.
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The third and fourth issues raised by the Foundation challenge the court’s dismissal of its claim for conversion. It contends this tort claim is collateral to its breach of contract claim and therefore not barred by the gist of the action doctrine. The Foundation’s Br. at 19-20 (citing Swatt v. Nottingham Vill., 342 A.3d 23, 40 (Pa.Super. 2025)). The Foundation asserts that the APL’s “control over the Donation is based on a duty other than that arising under the contract between the parties, and is collateral to the contract, as [the] APL’s duties to [the Foundation] relating to the Donation extend beyond the contract.” Id. at 21 (citing Am. Compl. at ¶ 46.) It alleges, “[a]s a holder of the Donation, the APL and/or its board operated as trustees of the property which gives rise to duties and obligations separate and apart from the contract between the parties.” Id. (citing Am. Compl. at ¶ 47). The Foundation cites two cases wherein it claims this Court found fraudulent or negligent inducement claims to be collateral to breach of contract claims. Id. at 21-22 (citing Mirizio v. Joseph, 4 A.3d 1073, 1087 (Pa.Super. 2010); Sullivan v. Chartwell Inv. Partners, LP, 873 A. 2d 710, 719 (Pa.Super. 2005)).
“Conversion is a tort by which the defendant deprives the plaintiff of [the] right to a chattel or interferes with the plaintiff’s use or possession of a chattel without the plaintiff’s consent and without lawful justification.” Robins v. Robins, 338 A.3d 184, 188 (Pa.Super. 2025) (citation omitted), appeal denied, 352 A.3d 942 (Pa. 2026).
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The gist of the action doctrine “operates to preclude a plaintiff from re-
casting ordinary breach of contract claims into tort claims.” Pittsburgh Constr. Co. v. Griffith, 834 A.2d 572, 581 (Pa.Super. 2003).
If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract—i.e., a specific promise to do something that a party would not ordinarily have been obligated to do but for the existence of the contract—then the claim is to be viewed as one for breach of contract.
Bruno v. Erie Ins. Co., 106 A.3d 48, 68 (Pa. 2014). Conversely, “[a]n action will be construed as an action in tort where the contract is collateral to the wrong ascribed to the defendant.” Patel v. Kandola Real Est., LP, 271 A.3d 421, 431 (Pa.Super. 2021).
Here, the Foundation alleges that it voluntarily transferred funds to the APL, in accordance with an agreement, and that it no longer consents to the APL’s retention of the funds because it perceives the APL has not abided by the agreement. The alleged malfeasance is not collateral to the alleged agreement. The gist of the action doctrine therefore prevents the Foundation from recasting their breach of contract claim as a conversion claim.
In its fifth and sixth issues, the Foundation argues the court erred in dismissing its claim for fraudulent inducement. It argues that for the purposes of preliminary objections, the court should have taken as true its allegations that Defendants represented that they intended to perform according to the agreement, knowing those representations were false, or with reckless disregard as to their truth. The Foundation’s Br. at 23-24 (citing Am. Compl.
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at ¶¶ 49, 51-52). It argues its allegations were pled with sufficient particularity.
Rule of Civil Procedure 1019(b) requires that in pleadings, “[a]verments of fraud or mistake shall be averred with particularity.” Pa.R.Civ.P. 1019(b); see Commonwealth by Shapiro v. Golden Gate Nat’l Senior Care LLC, 194 A.3d 1010, 1029 (Pa.Super. 2018). In the complaint, the plaintiff “must set forth the exact statements or actions plaintiff alleges constitute the fraudulent misrepresentations.” Youndt v. First Nat’l Bank of Port Allegany, 868 A.2d 539, 545 (Pa.Super. 2005) (citation omitted); accord Fabian v. Pa. State Univ., No. 369 WDA 2025, 2026 WL 252880, at *6 (Pa.Super. filed Jan. 30, 2026) (unpublished mem.).
We agree with the trial court that here, the Foundation’s allegations fail for want of particularity. The Foundation alleged,
49. In order to induce [the Foundation] to make the Donation to APL, and upon the inquiry of [the Foundation], APL represented to [the Foundation], by way of the statements of Individual Defendants named herein and/or other representatives of APL, that APL intended to, and would in fact follow the Requirements and carry out the Specified Purpose.
Am. Compl. at ¶ 49. This is insufficient information to state a claim for fraud. Among other failings, nowhere did the Foundation allege the particular statements made by particular defendants.
Moreover, the allegation here is that the APL has not yet performed pursuant to the alleged agreement. However, “[a]n unperformed promise does not give rise to a presumption that the promisor intended not to perform
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when the promise was made, and a fraudulent intention will not be inferred merely from its nonperformance.” Fidurski v. Hammill, 195 A. 3, 4 (Pa. 1937); see also Edelstein v. Carole House Apartments, Inc., 286 A.2d 658, 661 (Pa.Super. 1971) (“The breach of a promise to do something in the future is not fraud”); Ira G. Steffy & Son, Inc. v. Citizens Bank of Pa., 7 A.3d 278, 290 (Pa.Super. 2010). Here, the Foundation fails to allege facts to support a finding that Defendants never intended to perform under the agreement.
The Foundation’s seventh and eighth issues go to the court’s dismissal of its claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty. The Foundation contends that, as a nonprofit corporation, the APL has a statutorily imposed fiduciary duty. The Foundation’s Br. at 27 (citing 15 Pa.C.S.A. §§ 5547, 9115). It argues that under these provisions, “property committed to charitable purposes may not be diverted from the objects to which it was donated” and is held in trust by the nonprofit organization. Id. The Foundation asserts that, under the allegations of the amended complaint, because it donated funds to the APL, the APL owes it a fiduciary duty in the holding and use of the donated funds. It alleges the APL breached that duty by failing to satisfy the agreement. It alleges the personal defendants aided and abetted the APL in breaching this duty.
The Foundation also argues that the APL owed it a fiduciary duty because it allegedly fraudulently induced the Foundation to donate the funds. It notes the rule that where a property owner transfers property to another
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after being induced to do so by fraud, the recipient holds the property in a constructive trust for the transferor without regard to whether the parties were in a confidential relationship. Id. at 29 (citing Stauffer v. Stauffer, 351 A.2d 236, 241 (Pa. 1976)). It alleges that here, the APL fraudulently induced the donation and therefore holds the Foundation’s funds in a constructive trust.
The elements of a claim for breach of fiduciary duty are: (1) the existence of a fiduciary relationship between the plaintiff and the defendant, (2) that the defendant negligently or intentionally failed to act in good faith and solely for the plaintiff’s benefit, and (3) that the plaintiff suffered an injury caused by the defendant’s breach of its fiduciary duty. Marion v. Bryn Mawr Trust Co., 288 A.3d 76, 88 (Pa. 2023).
A fiduciary relationship arises where a “unique degree of trust and confidence” between the parties “allows for one party to gain easy access to the property or other valuable resources of the other, thus necessitating appropriate legal protection,” or where there is a confidential relationship “where the relative position of the parties is such that the one has the power and means to take advantage of, or exercise undue influence over, the other.” Yenchi v. Ameriprise Financial, Inc., 161 A.3d 811, 820 (Pa. 2017).
The allegations in the amended complaint fail to state a claim for breach of fiduciary duty. The amended complaint does not allege that there was a relationship of trust and confidence between the parties or a confidential relationship.
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Moreover, the statutes which the Foundation cites do not provide for a fiduciary duty owed to the Foundation as donor. Rather, they state that donated funds may not be diverted “from the objects to which [they] were donated[.]” See 15 Pa.C.S.A. §§ 5547(b) (applying to nonprofit corporations), 9115(d) (applying to unincorporated nonprofits). Furthermore, even assuming the funds are held in trust, the APL, as trustee, is obliged to use them in the interests of the putative trust’s beneficiary. The Foundation has not shown that it was the beneficiary of any such trust. See In re Trust of Scaife, 276 A.3d 776, 788 (Pa.Super. 2022) (stating the trustee owes a fiduciary duty to the beneficiary of the trust). The Foundation’s arguments under Stauffer likewise fail. The amended complaint’s allegations do not make out a claim for fraudulent inducement. As the Foundation failed to plead a breach of fiduciary duty, the aiding and abetting claim cannot survive.
Finally, in its ninth issue, the Foundation argues the court erred in dismissing its claim pursuant to 15 Pa.C.S.A. § 5548.1. It contends that it “detailed APL’s breaches and has alleged that APL has failed to carry out the Requirements and/or the Specified Purpose of the Donation[.]” The Foundation’s Br. at 31 (citing Am. Compl. at ¶¶ 21, 22, 29, 73). It argues, “Even if the claim for return of the donation under the statute was not permitted[,] . . . the claim for enforcement should have been allowed to proceed.” Id. at 31. It simultaneously alleges that return of the donation “would be the only available relief,” if it successfully proves its allegations that
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Defendants “are unable to follow the Requirements or carry out the Specified Purpose relating to the Donation.” Id. at 31, 32.
The Foundation asserts a claim under Section 5548.1, “Nonjudicial settlement agreement.” See 15 Pa.C.S.A. § 5548.1. In relevant part, the statute states,
(1) Except as expressly provided in the gift instrument and as otherwise provided in paragraph (2), if the donor placed restrictions on the use or management of property transferred to a nonprofit corporation, the donor, together with the nonprofit corporation holding the property, may enter into a binding nonjudicial settlement agreement with respect to any matter involving the property, including a restriction.
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(4) A proceeding commenced to enforce a gift instrument related to assets held by a nonprofit corporation for a charitable purpose, whether or not subject to a nonjudicial settlement agreement, may be brought by the donor during the donor’s lifetime or at any time by the Office of Attorney General, by a charitable organization expressly named in the gift instrument and nonjudicial settlement agreement, if applicable, to receive any portion of the assets governed by the gift instrument and nonjudicial settlement agreement, if applicable, or by any other person having standing to do so, which may include anyone appointed in the gift instrument.
15 Pa.C.S.A. § 5548.1(1), (4). The statute therefore provides that if a donor has placed restrictions on the use or management of property transferred to a nonprofit corporation by a gift instrument, the donor may sue to enforce those restrictions.
Assuming, without deciding, that the allegations of the complaint and the emails attached to it suffice to allege the terms of a gift instrument, the trial court properly dismissed this count because the complaint fails to allege
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the APL has violated any restrictions the Foundation imposed on the use or management of the donation.
First, the complaint alleged the Foundation made the donation for a Specified Purpose: “a capital contribution toward the construction/purchase of a Building for the operations of APL.” Am. Compl. at ¶ 12; see also id. at ¶ 16. Thus, the Complaint alleged the Foundation restricted the APL from using the donation for any purpose other than for a building. However, the complaint concedes the APL has not used the donation for any other purpose, and that the donation remains in a separate account, designated as a building fund.
Next, the complaint alleged the APL “has not made any appreciable progress in carrying out the Specified Purpose, and/or planning or constructing a Building for APL use.” Id. at ¶ 21; see also id. at ¶ 29 (“APL has failed to . . . carry out the Specified Purpose, and/or make reasonable progress relating to same in a reasonable time”). However, the complaint did not allege the Foundation placed any time-based restriction on the APL’s use or management of the donation. The complaint did not allege an explicit deadline for the APL to use the donation for the Specified Purpose. Furthermore, the Foundation has not claimed that the APL was required to use the donation within a reasonable time.
Finally, the complaint alleged the APL has failed meet the Requirements, including “financial reporting, annual financial audit reporting, documentation of standard operating procedures, documentation of animal rescues, documentation of insurance coverage, and providing George with notices of
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meetings and meeting minutes[.]” Id. at ¶ 14. The complaint does not specify which of the Requirements have been unfulfilled. Regardless, none of the Requirements are restrictions on the APL’s management or use of the donation. Thus, the Foundation’s claim for enforcement of a gift instrument fails as a matter of law.
Order affirmed.
DATE: 09/15/2026