Sociedad Comercializadora Y De Servicios Unifrutti Traders Limitada v. Quizada

641 A.2d 1193, 434 Pa. Super. 48
CourtSuperior Court of Pennsylvania
DecidedApril 7, 1994
Docket3403
StatusPublished
Cited by7 cases

This text of 641 A.2d 1193 (Sociedad Comercializadora Y De Servicios Unifrutti Traders Limitada v. Quizada) 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
Sociedad Comercializadora Y De Servicios Unifrutti Traders Limitada v. Quizada, 641 A.2d 1193, 434 Pa. Super. 48 (Pa. Ct. App. 1994).

Opinions

[50]*50POPOVICH, Judge.

This case concerns the appeal of the September 4, 1992, order1 of the Court of Common Pleas of Philadelphia County denying the dissolution of an injunction by the Defendants/Appellants.2 We reverse.

From the record certified to this Court, we glean the following pertinent facts: On December 19, 1991, the Plaintiffs 3 filed a complaint in equity seeking the enforcement of an oral agreement to settle a dispute over the price paid by the Plaintiffs for the Defendants’ produce. Specifically, one of the Plaintiffs, Unifrutti of America, Inc. (U.A.), contracted with the Defendants to buy their fruit. The price to be paid was predicated upon what the product was sold for in the United States by U.A. With nonpayment, the Defendants instituted proceedings in Chile (arbitration to recoup monies due) and in the United States (suit to obtain information to be utilized against U.A. in Chile). Common Pleas Court found U.A. in contempt for failing to provide the documents sought by the [51]*51Defendants. Following this, the Plaintiffs contacted the Defendants to discuss settlement.

Beginning on October 29, 1991, and continuing for 3 days, the Plaintiffs and Defendants where unsuccessful in negotiating a resolution of the dispute. Discussions were reinstated on November 5, 1991, and culminated in a supposedly “firm, final and binding oral settlement agreement” on November 6, 1991. See Plaintiffs’ Complaint, Paragraph 42. Confirmation of the oral agreement reportedly was reduced to letter form by both sides, each acknowledging that settlement had been achieved. Id. at 43 & 44. The agreement was to consist of a fixed dollar amount, a return of Plaintiffs’ documents, the cessation of all litigation, the sealing of all records and the divulging of no information by the Defendants. Id. at 45.

In compliance with the parties’ understanding of the finalized agreement, the court directed that, inter alia, all documents be sealed and impounded. Then the Plaintiffs asserted that the Defendants “failed and refused, without just or valid reason, to execute the necessary documents in order to consummate and effectuate the oral agreement.... ” Id. at 54. To rectify the situation, the Plaintiffs sought an injunction to foreclose the Defendants from disclosing information (e.g., trade secrets) obtained from U.A.

With the approval of the court and their clients, counsel entered into a “Statement of Agreement” whereby no lawsuit would be instituted in advance of the parties appearing in Common Pleas Court, no confidential information in the Defendants’ possession would be disclosed and the proceedings in Chile would be suspended.4 N.T. 12/19/91 at 3-7.

[52]*52On the same day the “Statement of Agreement” had been acknowledged in open court, the Plaintiffs filed a complaint in equity to enjoin the Defendants from repudiating the alleged oral settlement agreement. What followed was a response by the Plaintiffs to the Defendants answer and new matter,5 in which it was averred that a settlement agreement had been reached. See Plaintiffs’ Reply, Paragraphs 66, 73 & 74.

By order dated April 2, 1992, the statute of limitations was tolled pending a final decision by the court in regard to the Plaintiffs’ suit to enforce the settlement agreement, information and/or documents relevant to the case were to be kept confidential absent a lawful subpoena or court order, all proceedings were to be stayed and neither party could commence any action against the other without leave of court.

The Plaintiffs, in answer to the Defendants’ request to dismiss the complaint as violative of public policy, reiterated its earlier assertion that “the parties ... [had] reached a valid and enforceable oral settlement agreement ... which ... Plaintiffs ... sought [to] enforce[ ] by ... Complaint.” Also, the Plaintiffs mentioned that “the core element of the settlement agreement [wa]s a confidentiality requirement which s[ought] to cause Defendants to remain silent....”

In an effort to resolve the existence/enforceability of the oral settlement agreement, the parties met in court on April 13th, 14th and 20th of 1992. At the April 13th proceeding the court heard argument and the Plaintiffs recounted how the Defendants’ “unwillingness” to execute an agreement rendered the preceding negotiations nugatory. N.T. 4/13/92 at 8. Defendants refuted any such agreement. Id. at 15 & 22. Additionally, the Plaintiffs’ counsel stated:

The [Defendants], according to all the evidence, which we all know about, made a settlement of the underlying case through attorneys who were duly authorized to do so, attorneys who suggested the confidentiality aspect of the [53]*53case, which we have adopted and accepted as our own. After they make the settlement, they want to renege on it.
Then what happens? We have a lawsuit involving the settlement, which is in front of a couple of judges until it gets to [the present (third) judge].

Id. at 17.

On the second day of discussions (April 14th), the Defendants requested a Pa.R.Civ.P. 1531(f) final hearing since they believed the court’s April 2nd order was an injunction involving freedom of speech. The Plaintiffs disputed the applicability of Rule 1531(f), and all consented to start trial the following Monday to resolve the contract question. N.T. 4/14/92 at 6. Nevertheless, the next time the parties were in court (i.e., April 20th), no testimony was proffered. Rather, the only reference to the existence of an agreement came via oral argument by counsel.

The court conceded that the issue to be addressed was whether the parties “consummated” an agreement. N.T. 4/20/92 at 58. To dispose of this controversy, the court thought it wise to “hear” the case to appreciate “the full impact of all the evidence.” Id. at 65. Stated otherwise, the court “prefer[red] to hear the full record as to whether ... the lawyers representing Mr. Tomel did ... have authority ... rather than attempt to address it in the context of [a] speaking motion.” Id. at 66. Plaintiffs’ counsel concurred with the court that it should “hear the evidence”. Id. at 78.

On the other hand, the Defendants wanted to pursue the question of alleged criminal conduct by the Plaintiffs with the United States Attorney’s Office and, if not satisfied, the Pennsylvania Attorney General’s Office regarding the sale of produce. To accommodate the Defendants, the court proposed that the proceedings be continued pending the Defendants’ excursion to the other judicial offices.

Yet, the course to take was still not resolved with the Defendants’ desire to pursue both avenues of recourse: court hearing and the presentment of alleged criminal activity by the Plaintiffs to the United States Attorney’s Office and/or the [54]*54Pennsylvania Attorney General’s Office. As a result, the court decided to hold the hearing in abeyance and “let the [April 2, 1992,] order stand as is” while the Defendants spoke to the federal and state officials.

The next item appearing in the record is a court order reading:

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Bluebook (online)
641 A.2d 1193, 434 Pa. Super. 48, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sociedad-comercializadora-y-de-servicios-unifrutti-traders-limitada-v-pasuperct-1994.