J-S23015-25
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37
UNIBERSE, LLC : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellant : : : v. : : : TEAM GLOBAL NETWORK PLUS, LLC : No. 495 EDA 2025
Appeal from the Order Entered January 17, 2025 In the Court of Common Pleas of Montgomery County Civil Division at No: 2024-09196
BEFORE: STABILE, J., MURRAY, J., and SULLIVAN, J.
MEMORANDUM BY STABILE, J.: FILED NOVEMBER 5, 2025
Appellant, Uniberse, LLC, seeks review of an order of the Montgomery
County Court of Common Pleas (trial court), denying its Petition to Enforce
Settlement Agreement with Appellee, Team Global Network Plus, LLC, on the
ground that Appellant’s own breach of that contract excused Appellee’s non-
performance. In its brief, Appellant now contends that the trial court erred in
denying its Petition because that ruling was based on an erroneous
interpretation of the Agreement’s plain and unambiguous terms. Finding that
the trial court adhered to the applicable rules of contract interpretation, we
affirm.
The trial court aptly summarized the relevant case facts and procedural
history of this case as follows:
On September 23, 2020, the parties entered into a Membership Interest Purchase Agreement, whereby [Appellee] became 50-50 partner with [Appellant] for $200,000. Once a partner, [Appellee] J-S23015-25
requested access to the software. [Appellant’s] sole asset was software for a point-of-sales system[]. [Appellant] refused to provide administrative access without [a] signed . . . non- disclosure agreement.
A lawsuit was initiated and the parties agreed to mediation. At the conclusion of the mediation, the parties executed a Settlement Agreement on July 28, 2023. Paragraph 3 of the Agreement provides that [Appellant] is to provide the “unlocked source code that will run the software with all functions . . . the software shall include administrative access, coding, mapping and other functionalities required to run the software[.]” Once [Appellee] receives the Software, [Appellee] is to complete a certification that it has received the full and complete Software. The Agreement further provides that it is void if the Software provided to [Appellee] is anything less than 100% of the as-is Software as of the date of its provision.
In August 2023, [Appellant] transferred the software to [Appellee]. [Appellant] also provided training to [Appellee], as required under the Agreement. However, [Appellee] never completed the certification. [Appellee] also refused to make two $5,000 payments required under the Agreement. [Appellee] was further required to make monthly payments to [Appellant] for the credit card processing fees in August and September. However, only one payment was made in October 2023.
[Appellant] filed this action to enforce the settlement agreement on May 4, 2023, on said Motion. [Appellee] states that the certification was not done because the entire software had not been transferred. [Appellant] only transferred the source code that existed for the date of the transfer. It did not include the historical data and versions of all the source code and changes made to the Software throughout its development, which is located in Bitbucket. [Appellee] never received administrative access to the software on Bitbucket. The Agreement is void due to lack of consideration.
[Appellee’s] expert, David Awad, testified that administrative access, coding, mapping and other functionalities required to run the software . . . “would include historical date on Bitbucket. At the time the Settlement Agreement was executed, [Appellant] had access to the historical data of the Software. In September, [Appellee] made a request for the complete Software. However,
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in October 2023, [Appellant] deleted the historical data on Bitbucket due to an error.
David Awad also testified that Bitbucket rarely has technical issues as they host millions of repositories. He also reviewed the error message and stated the error was that of [Appellant] and offered three solutions around the error. In their post-trial briefs, [Appellant] argued [Appellee] was aware of Bitbucket and requested administrative access to the account on October 4, 2022, but never requested access to it during negotiations.
On January 17, 2025, the [trial court] issued Findings of Fact and Conclusions of Law and Order denying Plaintiff’s Motion to Enforce Settlement.
Trial Court 1925(a) Opinion, 3/21/2025, at 1-3 (emphasis added). 1
Appellant timely appealed,2 raising one main issue — whether the trial
court erred “in denying the plaintiff’s motion to enforce the Settlement
Agreement between the parties by ruling that the Agreement required
[Appellant] to provide [Appellee] administrative access to [Appellant’s]
Bitbucket account, prior versions of it, historical data, and previous versions
of the Software code[.]” Appellant’s Brief at 2. According to Appellant, the ____________________________________________
1 The subject Software for a “point-of-sales” system, is used by merchants to
process the orders of customers and to transmit the orders so that they may be fulfilled. See N.T. Trial, 7/23/2024, at 8.
2 In a separate action, Appellant asserted claims in equity against Appellee,
and the record is unclear as to whether any of those equitable claims have been resolved. Regardless, the order on review is final and immediately reviewable for purposes of appeal under Pa.R.A.P. 341 because the denial of Appellant’s Petition to Enforce Settlement Agreement resolved all claims between the parties in the present action. See Am. Mushroom Coop. v. Saul Ewing Arnstein & Lehr, LLP, Nos. 1780 EDA 2022, 1783 EDA 2022, at 3 n.2 (Pa. Super. filed July 25, 2022) (unpublished memorandum) (quoting Stevenson v. Gen. Motors Corp., 521 A.2d 413, 419 (Pa. 1987)) (“[A] severance of actions effects a splitting of them into one or more independent actions for all purposes, including trial and appellate procedure.”).
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Agreement included no such terms, and the trial court improperly relied on
extrinsic evidence to find that Appellant breached the Agreement.
“[T]he interpretation of the terms of a contract is a question of law for
which our standard of review is de novo and our scope of review is plenary.”
McMullen v. Kutz, 985 A.2d 769, 773 (Pa. 2009). “Settlement agreements
are regarded as contracts and must be considered pursuant to general rules
of contract interpretation.” Thompson v. T.J. Whipple Const. Co., 985 A.2d
221, 224 (Pa. Super. 2009) (quoting Miller v. Ginsberg, 874 A.2d 93, 99
(Pa. Super. 2005)). “The fundamental rule in construing a contract is to
ascertain and give effect to the intention of the parties.” Id., at 229 (quoting
Miller, 874 A.2d at 99).
When “the language appearing in the written agreement is clear and
unambiguous, the parties’ intent must be discerned solely from the plain
meaning of the words used.” Id. (quoting Miller, 874 A.2d at 99) (internal
citations omitted); see also Sensenig v. Greenleaf, 325 A.3d 654, 659 (Pa.
Super. 2024) (same); Monti v. Rockwood Ins. Co., 450 A.2d 24, 25 (Pa.
Super. 1982) (holding that courts will apply the definitions of contractual
terms which are supplied by the contract itself).
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J-S23015-25
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37
UNIBERSE, LLC : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellant : : : v. : : : TEAM GLOBAL NETWORK PLUS, LLC : No. 495 EDA 2025
Appeal from the Order Entered January 17, 2025 In the Court of Common Pleas of Montgomery County Civil Division at No: 2024-09196
BEFORE: STABILE, J., MURRAY, J., and SULLIVAN, J.
MEMORANDUM BY STABILE, J.: FILED NOVEMBER 5, 2025
Appellant, Uniberse, LLC, seeks review of an order of the Montgomery
County Court of Common Pleas (trial court), denying its Petition to Enforce
Settlement Agreement with Appellee, Team Global Network Plus, LLC, on the
ground that Appellant’s own breach of that contract excused Appellee’s non-
performance. In its brief, Appellant now contends that the trial court erred in
denying its Petition because that ruling was based on an erroneous
interpretation of the Agreement’s plain and unambiguous terms. Finding that
the trial court adhered to the applicable rules of contract interpretation, we
affirm.
The trial court aptly summarized the relevant case facts and procedural
history of this case as follows:
On September 23, 2020, the parties entered into a Membership Interest Purchase Agreement, whereby [Appellee] became 50-50 partner with [Appellant] for $200,000. Once a partner, [Appellee] J-S23015-25
requested access to the software. [Appellant’s] sole asset was software for a point-of-sales system[]. [Appellant] refused to provide administrative access without [a] signed . . . non- disclosure agreement.
A lawsuit was initiated and the parties agreed to mediation. At the conclusion of the mediation, the parties executed a Settlement Agreement on July 28, 2023. Paragraph 3 of the Agreement provides that [Appellant] is to provide the “unlocked source code that will run the software with all functions . . . the software shall include administrative access, coding, mapping and other functionalities required to run the software[.]” Once [Appellee] receives the Software, [Appellee] is to complete a certification that it has received the full and complete Software. The Agreement further provides that it is void if the Software provided to [Appellee] is anything less than 100% of the as-is Software as of the date of its provision.
In August 2023, [Appellant] transferred the software to [Appellee]. [Appellant] also provided training to [Appellee], as required under the Agreement. However, [Appellee] never completed the certification. [Appellee] also refused to make two $5,000 payments required under the Agreement. [Appellee] was further required to make monthly payments to [Appellant] for the credit card processing fees in August and September. However, only one payment was made in October 2023.
[Appellant] filed this action to enforce the settlement agreement on May 4, 2023, on said Motion. [Appellee] states that the certification was not done because the entire software had not been transferred. [Appellant] only transferred the source code that existed for the date of the transfer. It did not include the historical data and versions of all the source code and changes made to the Software throughout its development, which is located in Bitbucket. [Appellee] never received administrative access to the software on Bitbucket. The Agreement is void due to lack of consideration.
[Appellee’s] expert, David Awad, testified that administrative access, coding, mapping and other functionalities required to run the software . . . “would include historical date on Bitbucket. At the time the Settlement Agreement was executed, [Appellant] had access to the historical data of the Software. In September, [Appellee] made a request for the complete Software. However,
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in October 2023, [Appellant] deleted the historical data on Bitbucket due to an error.
David Awad also testified that Bitbucket rarely has technical issues as they host millions of repositories. He also reviewed the error message and stated the error was that of [Appellant] and offered three solutions around the error. In their post-trial briefs, [Appellant] argued [Appellee] was aware of Bitbucket and requested administrative access to the account on October 4, 2022, but never requested access to it during negotiations.
On January 17, 2025, the [trial court] issued Findings of Fact and Conclusions of Law and Order denying Plaintiff’s Motion to Enforce Settlement.
Trial Court 1925(a) Opinion, 3/21/2025, at 1-3 (emphasis added). 1
Appellant timely appealed,2 raising one main issue — whether the trial
court erred “in denying the plaintiff’s motion to enforce the Settlement
Agreement between the parties by ruling that the Agreement required
[Appellant] to provide [Appellee] administrative access to [Appellant’s]
Bitbucket account, prior versions of it, historical data, and previous versions
of the Software code[.]” Appellant’s Brief at 2. According to Appellant, the ____________________________________________
1 The subject Software for a “point-of-sales” system, is used by merchants to
process the orders of customers and to transmit the orders so that they may be fulfilled. See N.T. Trial, 7/23/2024, at 8.
2 In a separate action, Appellant asserted claims in equity against Appellee,
and the record is unclear as to whether any of those equitable claims have been resolved. Regardless, the order on review is final and immediately reviewable for purposes of appeal under Pa.R.A.P. 341 because the denial of Appellant’s Petition to Enforce Settlement Agreement resolved all claims between the parties in the present action. See Am. Mushroom Coop. v. Saul Ewing Arnstein & Lehr, LLP, Nos. 1780 EDA 2022, 1783 EDA 2022, at 3 n.2 (Pa. Super. filed July 25, 2022) (unpublished memorandum) (quoting Stevenson v. Gen. Motors Corp., 521 A.2d 413, 419 (Pa. 1987)) (“[A] severance of actions effects a splitting of them into one or more independent actions for all purposes, including trial and appellate procedure.”).
-3- J-S23015-25
Agreement included no such terms, and the trial court improperly relied on
extrinsic evidence to find that Appellant breached the Agreement.
“[T]he interpretation of the terms of a contract is a question of law for
which our standard of review is de novo and our scope of review is plenary.”
McMullen v. Kutz, 985 A.2d 769, 773 (Pa. 2009). “Settlement agreements
are regarded as contracts and must be considered pursuant to general rules
of contract interpretation.” Thompson v. T.J. Whipple Const. Co., 985 A.2d
221, 224 (Pa. Super. 2009) (quoting Miller v. Ginsberg, 874 A.2d 93, 99
(Pa. Super. 2005)). “The fundamental rule in construing a contract is to
ascertain and give effect to the intention of the parties.” Id., at 229 (quoting
Miller, 874 A.2d at 99).
When “the language appearing in the written agreement is clear and
unambiguous, the parties’ intent must be discerned solely from the plain
meaning of the words used.” Id. (quoting Miller, 874 A.2d at 99) (internal
citations omitted); see also Sensenig v. Greenleaf, 325 A.3d 654, 659 (Pa.
Super. 2024) (same); Monti v. Rockwood Ins. Co., 450 A.2d 24, 25 (Pa.
Super. 1982) (holding that courts will apply the definitions of contractual
terms which are supplied by the contract itself).
Ambiguous or undefined contractual terms, however, may require a
court to rely on “extrinsic evidence to ascertain their meaning[.]” Toth v.
Toth, 324 A.3d 469, 486 (Pa. Super. 2024) (quoting Commonwealth ex rel.
Kane v. UPMC, 129 A.3d 441, 463 (Pa. 2015)). “A contract's terms are
considered ambiguous if they are subject to more than one reasonable
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interpretation when applied to a particular set of facts.” Toth, 324 A.3d at
486 (quoting Kane, 129 A.3d at 463).
A complete failure of consideration – where the performance bargained
for is not delivered – renders a contract unenforceable and justifies rescission.
Umbelina v. Adams, 34 A.3d 151, 158 (Pa. Super. 2011).
“In a non-jury trial, the factfinder is free to believe all, part, or none of
the evidence, and the Superior Court will not disturb the trial court's credibility
determinations.” Viall v. Garvin, 318 A.3d 905, 911 (Pa. Super. 2024),
appeal denied, 333 A.3d 1038 (Pa. 2025) (quoting L.B. Foster Co. v.
Charles Caracciolo Steel & Metal Yard, Inc., 777 A.2d 1090, 1092 (Pa.
Super. 2001)). A reviewing court will not “pass on credibility of witnesses or
to act as the trier of fact.” Viall, 318 A.3d at 911 (quoting L.B. Foster Co.,
777 A.2d at 1092).
In the present case, the chief dispute between the parties concerns
whether the Settlement Agreement required Appellant to provide Appellee
with prior versions of the “Software,” or “historical data,” dating back to 2022,
a time which predated the Settlement Agreement. Appellant argues that it
had no such obligation under the Settlement Agreement by its express terms;
further, Appellant notes that Appellee had never discussed or requested such
data during the parties’ negotiations, proving that Appellee never even
attempted to bargain for the benefit of the Software’s historical data.
Conversely, Appellee asserts that since access to prior versions of the
Software was necessary to run the Software properly, both the Settlement
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Agreement and industry practice required Appellant to supply the historical
data. Appellant’s failure to do so, Appellee argues, constituted a material
breach of the Settlement Agreement, thereby voiding the Agreement and
excusing any non-performance of Appellee’s contractual obligations.
We address these respective positions first by focusing on Paragraph 3
of the Settlement Agreement, which reads:
Software Provision to [Appellee]. On the 31st day after this Agreement is executed (or as soon as reasonable after Team Global has located a team) the entire unlocked source code that will run the Software with all functions shall be provided to [Appellee]. The Software shall include administrative access, coding mapping and other functionalities required to run the Software and shall at a minimum, include the following: (1) the Retail POS and corresponding Deli Order Kiosk, Kitchen Display System (KOS) Inventory Management App (not completed yet, provided as- is), Online Order (web) Ecommerce (magenta and new version). Central Office; (2) the Restaurant POS including Order Kio k Kitchen Display System (KOS) Online Order (web) and Central Office; (3) Android Restaurant POS App (Server not included because it connects to Restaurant POS server)· and (4) Web licensing server. Team Global and Uniberse will have the same Software at the point of time before the Moratorium begins, and it is understood that if the Software provided is anything less than 100% of the Software as of the date of its provision, this Agreement is void. Uniberse and [Appellee] shall have unlimited, unfettered use of the Software and may sell, license or disseminate the Software without any restriction following the Moratorium except that the Parties and Hyun Lee agree that they shall not assert any intellectual property rights, patents, copyrights, trademarks, or other ownership interests in or to Software, or any subsequent derivation thereof, that are adverse to the Parties.
Settlement Agreement and Mutual Release, 7/25/2023, at para. 3 (emphases
added).
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While many of the material terms in the above provision are not
specifically defined, the Settlement Agreement does unequivocally entitle
Appellee to receive all the Software-related access and information “required
to run the Software[.]” Id. The parties indisputably intended that Appellee
would be able to operate the Software and cure any defects in its source code.
It is not immediately clear from the language of the Settlement
Agreement, however, whether it was mutually understood by the parties that
Appellee would receive all prior versions of the Software. Accordingly, after
hearing evidence, the trial court could find that Appellant breached the
Settlement Agreement by failing to disclose the historical data sought by
Appellee if there was record evidence showing that the Software could not be
properly run or operated without access to such material. See Thompson,
985 A.2d at 224; Miller, 874 A.2d at 99.
At trial, Appellee presented the testimony of David Awad, a software
engineer, who was duly qualified to give expert opinions on subjects within
his field. Awad testified that, in the software and coding industry, there are
two main reasons why all prior versions of a piece of software must be
accessible to the party authorized to operate it.
First, Awad explained that, without evaluating prior versions of software,
it would be impossible to ascertain if the current version has been produced,
or which version is being operated. See N.T. Trial, 7/23/2024, at 221. In a
sale of software, it would be essential for the purchaser to identify both the
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current version and all prior versions to confirm that the correct source code
has been received. See id.
Second, in the event of a defect in the software’s source code, an
engineer must be able to trace the development of the software to pinpoint
the defect’s root cause:
Without having the insight of how that's been misused and used in the past and most importantly, obviously, the changes over the software's lifetime are crucial to understanding what kinds of latent defect might exist in the code that haven't been discovered and which ones may have been concealed.
Id.
It was Awad’s view that the historical data, or prior versions, of all a
software’s source code would be so crucial for the software’s general use and
day-to-day operation that providing those materials to the software’s operator
would be “a given.” Id. He testified further that it was “industry standard”
to construe Paragraph 3 of the subject Settlement Agreement – which granted
Appellee the right to “administrative access, coding, mapping and other
functionalities required to run the software” – as necessarily including access
to the Software’s “historical data.” Id., at 227-28.
The trial court credited Awad’s testimony, as it was free to do, and relied
upon the expert opinions of that witness to interpret the critical terms in the
Settlement Agreement which were not specifically defined. 3 We discern no ____________________________________________
3 Appellant presented the testimony of Shawn Lee, the father of the owner of
Uniberse, Danee Lee. Shawn Lee testified with little to no elaboration that the (Footnote Continued Next Page)
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factual or legal error on the part of the trial court in doing so, as its
interpretation of the Settlement Agreement fully comports with the applicable
law and the evidence of record. Since, in the trial court’s valid interpretation,
Appellee was contractually entitled to the Software’s historical data, and
Appellant did not provide it, the trial court did not err in denying Appellant’s
Petition to Enforce Settlement Agreement or in rescinding the Settlement
Agreement.
Order affirmed.
Date: 11/5/2025
____________________________________________
industry standard is to exclude historical data, or prior versions of software, when transferring source code in a sale of software. See N.T. Trial, 7/23/2024, at 142. It was, of course, up to the trial court, as the finder of fact, to decide whether to reject this testimony, or to instead credit the conflicting account of Appellee’s expert witness, David Awad. See Viall v. Garvin, 318 A.3d 905, 911 (Pa. Super. 2024).
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