Siana, S. v. Noah Hill, LLC

2024 Pa. Super. 187, 322 A.3d 269
CourtSuperior Court of Pennsylvania
DecidedAugust 21, 2024
Docket2982 EDA 2022
StatusPublished
Cited by6 cases

This text of 2024 Pa. Super. 187 (Siana, S. v. Noah Hill, LLC) 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
Siana, S. v. Noah Hill, LLC, 2024 Pa. Super. 187, 322 A.3d 269 (Pa. Ct. App. 2024).

Opinion

J-S26003-23

2024 PA Super 187

STEPHEN SIANA AND CAROL SIANA : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellants : : : v. : : : NOAH HILL, LLC : No. 2982 EDA 2022

Appeal from the Judgment Entered October 27, 2022 In the Court of Common Pleas of Chester County Civil Division at No: 2020-01862-JD

STEPHEN SIANA AND CAROL SIANA : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellants : : : v. : : : NOAH HILL, LLC : No. 99 EDA 2023

Appeal from the Order Entered November 22, 2022 In the Court of Common Pleas of Chester County Civil Division at No: 2020-01862-JD

BEFORE: STABILE, J., KUNSELMAN, J., and McLAUGHLIN, J.

OPINION BY STABILE, J.: FILED AUGUST 21, 2024

Appellants, Stephen Siana and Carol Siana, brought an action against

Appellee Noah Hill, LLC for confession of judgment in the Court of Common

Pleas of Chester County. Following a non-jury trial, the Honorable Edward

Griffith entered a decision in favor of Appellee. Appellee filed a petition

seeking counsel fees against Appellants under 42 Pa.C.S.A. § 2503. Judge

Griffith awarded Appellee $38,107.31 in counsel fees, and Appellee entered

judgment in its favor. Subsequently, Appellants filed an appeal at 2982 EDA J-S26003-23

2022 from the order granting counsel fees to Appellee and a second appeal at

99 EDA 2023 from an order denying reconsideration of judgment. Judge

Griffith passed away in early 2023. Another judge, the Honorable Anthony

Verwey, authored a Pa.R.A.P. 1925 opinion relating to these appeals. We

consolidated these appeals sua sponte, and we now affirm in the appeal at

2982 EDA 2022, because the award of counsel fees to Appellee was a proper

exercise of Judge Griffith’s discretion. We quash the appeal at 99 EDA 2023.

Appellee, an LLC, is a landscaping and tree removal service. Appellee’s

sole member is an individual, Noah Hill. Appellants own a residential property

in Chester Springs and a neighboring farmhouse with a 30-acre farm. In

September 2019, Hill and his fiancée, Gina Riganati, moved into the

farmhouse and entered into an agreement with Appellants to perform

maintenance services on the farm and residential property in lieu of paying

rent to Appellants (“the caretaker agreement”).

The prior caretaker of the farm, Brenda Schaeffer, owned a pickup truck

(“truck”), ATV and trailer. Appellants had financed Schaeffer’s purchase of

these vehicles but had not been repaid. Hill, on behalf of the LLC Appellee,

agreed to purchase the vehicles, and on September 5, 2019, Appellee

executed a promissory note payable to Appellants in the amount of

$30,600.00. Hill signed the note in his capacity as Appellee’s sole member.

-2- J-S26003-23

The three-page note, which Appellant Stephen Siana prepared,1

provided that Appellee would pay the debt in “consecutive equal monthly

installments of principal in the amount of … $500.00” with a “single balloon

payment” for the remaining principal” due one year after execution of the

note. Promissory Note, 9/5/19, at 1. The note stated that it was secured by

Appellee’s interest in in the ATV, the trailer, and all of Appellee’s personal

property. Id. Judge Griffith later found that the note did not reference the

pickup truck. Decision and Order, 5/20/22, at 3 (Finding of Fact 16). Appellee

took title to the truck with Appellants identified as lienholders.

Appellants claim that they attached an amortization schedule as an

exhibit to the note that required Appellee to make a down payment of

$3,000.00 on the date Appellee signed the note (September 5, 2019) and

then make monthly payments of $500.00 for the next year followed by the

balloon payment for the remaining principal. The note did not refer to the

amortization schedule.

Hill testified that two weeks after execution of the note, Appellants

agreed to accept an initial payment of $1,500.00 followed by monthly

payments of $500.00. Between September 2019 and February 2020, Appellee

paid Appellants one check in the amount of $1,500.00 and three other checks

in the amount of $500.00, a total of $3,000.00, the equivalent of six months

____________________________________________

1 The record establishes that Mr. Siana is an attorney, whereas Hill only has a

seventh grade education.

-3- J-S26003-23

of payments under the terms of the note. Judge Griffith found that the

Appellee LLC “complied with the payment terms for the note[,] as clarified

and/or modified by discussion and/or conduct post-signing.” Decision and

Order at 4 (Finding of Fact 29).

The parties’ relationship deteriorated towards the end of 2019, a

development that Judge Griffith ascribed to Appellants’ “escalating and

changing demands for work and landscape/tree services” at Appellants’

property and the farmhouse. Id. at 5 (Finding of Fact 36). In an email on

February 5, 2020, Appellants’ counsel raised a litany of monetary demands

totaling $43,028.83, threatened to pursue judgment individually against Hill

and Riganati if they failed to pay this sum, threatened to move forward with

a conversion action, and reserved the right to perfect a security interest in

“the truck, trailer, ATV, and John Deere Zero-Turn”. Trial Exhibit D-14. On

February 14, 2020, Appellant Stephen Siana sent a letter to Appellee enclosing

the February 5, 2020 email and threatening that “your fraudulent conduct will

have ramifications.” Id. at 8. The letter continued:

Your failure to address these matters in a timely manner and mitigate your damages will be at your own peril. Furthermore, I fully intend to inform all relevant authorities of your conduct regarding your refusal to provide an EIN number and your wrongful removal of equipment belongings from the barn that were not your property.

Trial Exhibit D-13. The letter included the earlier email from Appellants’

counsel demanding $43,028.83. The letter contained an additional demand

of $9,500.00 for “farm occupancy,” a sum that Appellants never demanded

-4- J-S26003-23

during Hill’s and Riganati’s occupancy of the farmhouse. Exhibit D-15. Hill

and Riganati eventually moved out of the farmhouse. Judge Griffith later

found that Appellant Siana “was … not forthright in his conversations with [Hill

and Riganati] about his expectations and priorities.” Decision and Order at 5

(Finding of Fact 37).

On February 11, 2020, Appellants repossessed the truck, claiming that

Appellee defaulted on the note. The parties agree that at the time of

repossession, the value of the truck was $24,150.00. Id. at 4 (Finding of Fact

24).

On February 14, 2020, Appellants filed an action against Appellee for

confession of judgment in the amount of $29,848.50. The complaint seeking

confession of judgment did not credit (or even mention) the value of the truck

in its calculation of the amount owed. On the same date, Appellants filed a

separate action against Hill and Riganati alleging breach of the caretaker

agreement (“caretaker action”). Appellee filed a petition to strike or open the

judgment. On June 23, 2020, the court denied the petition to strike but

granted Appellee’s petition to open judgment in the confession of judgment

action. Subsequently, Judge Griffith consolidated the confession of judgment

action with the caretaker action.

The case proceeded to a non-jury trial before Judge Griffith. On May

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Bluebook (online)
2024 Pa. Super. 187, 322 A.3d 269, Counsel Stack Legal Research, https://law.counselstack.com/opinion/siana-s-v-noah-hill-llc-pasuperct-2024.