Yaron, M. v. Berger Development

CourtSuperior Court of Pennsylvania
DecidedMarch 28, 2025
Docket1018 EDA 2024
StatusUnpublished

This text of Yaron, M. v. Berger Development (Yaron, M. v. Berger Development) 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
Yaron, M. v. Berger Development, (Pa. Ct. App. 2025).

Opinion

J-A06037-25

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

MICHAEL YARON, INDIVIDUALLY : IN THE SUPERIOR COURT OF AND DERIVATIVELY ON BEHALF OF : PENNSYLVANIA BERGER DEVELOPMENT, LP : : Appellant : : : v. : : No. 1018 EDA 2024 : BERGER DEVELOPMENT, LP, BERGER : DEVELOPMENT, LLC, ARTHUR : RUPPIN, DORON GELFAND, GELFAND : YARDENI RE DEVELOPMENT AND : MANAGEMENT, LP, GELFAND : YARDENI RE DEVELOPMENT AND : MANAGEMENT, LLC, BENGTAL : INVESTMENTS, LP, BENGTAL : BERGER INVESTMENT, LLC, : BENGTAL BERGER INVESTMENT, LP, : BENGTAL BERGER INVESTMENT, : LLC, AMIR BEN-SHAHAR, LIOR TAL, : BERGER PHOENIX INVESTMENT, LP, : BERGER INVESTMENT, LLC, LEON : SINGER, BERGER MASTER TENANT, : LP, BERGER MASTER TENANT LLC, : KEREN GILL, AND URI SHANI : v. : : : HARRISE YARON :

Appeal from the Order Entered April 2, 2024 In the Court of Common Pleas of Philadelphia County Civil Division at No(s): 1906-7454

BEFORE: PANELLA, P.J.E., LANE, J., and STEVENS, P.J.E. *

MEMORANDUM BY STEVENS, P.J.E.: FILED MARCH 28, 2025 ____________________________________________

* Former Justice specially assigned to the Superior Court. J-A06037-25

Appellant Michael Yaron files this appeal from the order entered by the

Court of Common Pleas of Philadelphia County denying his motion for post-

trial relief to remove nonsuit and schedule a new trial. After careful review,

we reverse and remand for further proceedings.

The trial court summarized the factual background of this case as

follows:

[Appellant] Michael Yaron is a commercial real estate developer, investor, and purportedly, a limited partner in Berger LP. [Appellees] Berger Development, LP, Doron Gelfand, Leon Singer, Amir Ben-Shahar, [and] Lior Tal … are also Berger LP partners.

On or about 2007, Appellant and Doron Gelfand purchased a property located at 229 Arch Street, Philadelphia, Pennsylvania (“Property”). They planned to invest and convert the property into a “luxury high-rise apartment building.” After purchase, Appellant and Gelfand formed Berger LP, which would act as the Property’s recorded owner.

On April 10, 2010, Appellant was criminally indicted for wire fraud and conspiracy to commit wire fraud in connection to “procur[ing] asbestos removal contracts with the New York Presbyterian Hospital.” On March 23, 2011, Appellant “assigned his interests in Berger LLC1 to Gelfand and resigned as a managing member.” Appellant did so, because Gelfand allegedly promised Appellant “he would protect [Appellant’s] interests during the pendency of [Appellant’s] criminal case.” Appellant also complied a Federal Indictment Presentence Investigation Report (PSIR) requiring that he list his business assets. Appellant failed to disclose his partnership interest in Berger LP anywhere on the PSIR.

In addition on March 23, 2011, Appellant and Gelfand entered into an Investor Agreement with “Singer and Bengtal (through Ben-Shahar and Tal)” to all co-own partnership interests ____________________________________________

1 Appellant formed Berger LLC to be Berger LP’s general partner. Appellant’s Fourth Amended Complaint, at ¶ 48.

-2- J-A06037-25

in Berger LP. Under the Investor Agreement, Appellant initially believed he co-owned 24.9% partnership interest with Gelfand in Berger LP. However, upon further investigation in November of 2011, Appellant discovered he was completely written out of the Investor’s Agreement, and owned no partnership interest in Berger LP. Therefore, Appellant could not obtain a loan using Berger LP, exercise powers as a partner, and was outright told by a loan officer he “was not identified as a partner in the partnership documents needed to approve the loan.”

Thereafter, Appellant “demanded to receive written confirmation of his [individual] 12.5% partnership interest” in Berger LP. On December 4, 2012, Appellant, Gelfand, and others executed an “Assignment of Limited Partnership Interests” Agreement [(hereinafter “Assignment Agreement”)] which seemingly confirmed in writing Appellant’s 12.5% partnership interest in Berger LP. On December 12, 2012, eight days after executing the Assignment Agreement, Appellant began serving a five-year sentence in federal prison for wire fraud and conspiracy.

However, “[f]rom the date of his incarceration until the present … Gelfand [et al.] have refused to recognize [Appellant’s] partnership interest” in Berger LP. Appellant was released from prison in April of 2017. Allegedly, he spent the next “two-year period to accumulate sufficient assets” before finally filing this current litigation against Appellees on June 28, 2019.

Trial Court Opinion (T.C.O.), 9/13/24, at 2-3 (citations omitted).

On June 28, 2019, Appellant filed his initial complaint. Thereafter,

Appellant was permitted to amend his complaint multiple times. On December

28, 2020, Appellant filed his fourth amended complaint against Berger

Development, LP (“Berger LP”), Berger Development, LLC, Arthur Ruppin,

Doron Gelfand, Gelfand Yardeni RE Development and Management, LP,

Gelfand Yardeni RE Development and Management, LLC (“GY”), Berger Master

Tenant, LP, Berger Master Tenant, LLC, Bengtal Investments, LP, Bengtal

Investments, LLC, Bengtal Berger Investment, LP, Bengtal Berger Investment,

-3- J-A06037-25

LLC, Amir Ben-Shahar, Lior Tal, Berger Phoenix Investment, LP, Berger

Phoenix Investment, LLC, Leon Singer, Keren Gill, and Uri Shani (collectively

referred to as “Appellees”).

In this fourth amended complaint, Appellant sought a declaratory

judgment recognizing that he held a 12.5% partnership interest in Berger LP

pursuant to the December 4, 2012 Assignment Agreement. Appellant also

included counts of breach of contract, conversion, breach of fiduciary duty,

unjust enrichment, and civil conspiracy.

Appellees filed answers and new matter to Appellant’s fourth amended

complaint. Gelfand and GY filed a counterclaim against Appellant. In addition,

Gelfand and GY filed a joinder complaint against Harrise Yaron, Appellant’s

wife. Harrise Yaron filed an answer to the joinder complaint.

Appellees filed motions for summary judgment claiming, inter alia, that

all of Appellant’s claims are barred by the applicable statute of limitations.

Further, Appellees claimed that Appellant should be judicially estopped from

asserting a partnership interest in Berger LP through the December 4, 2012

Assignment Agreement as he failed to list any alleged interest in Berger LP as

required for the purpose of the presentence investigative report (PSIR) related

to the federal indictment discussed above. Appellees included as an exhibit an

email correspondence from Appellant’s former counsel confirming that a draft

of Appellant’s PSIR that Appellant reviewed as a part of his sentencing did not

reference Appellant’s alleged interest in Berger LP.

-4- J-A06037-25

On April 26, 2022, Appellant filed a response to the summary judgment

motion, asserting that the statute of limitations was tolled for his contractual

claims, which were subject to the “continuing contract doctrine” as the parties’

contractual duties were ongoing. Response to Summary Judgment, 4/26/22,

at 5. Appellant claimed that his tort-based claims were tolled by the discovery

rule until the point where he knew or reasonably should have known of his

tort claims. Response to Summary Judgment, 4/26/22, at 5.

Further, Appellant argued there was no basis to conclude that Appellant

should be estopped from asserting his partnership interest in Berger LP as

Appellees failed to show that the actual PSIR related to his federal indictment

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Broadwater v. Sentner
725 A.2d 779 (Superior Court of Pennsylvania, 1999)
Resolution Trust Corp. v. Urban Redevelopment Authority
638 A.2d 972 (Supreme Court of Pennsylvania, 1994)
Commonwealth v. Starr
664 A.2d 1326 (Supreme Court of Pennsylvania, 1995)
Lewis v. United Hospitals, Inc.
692 A.2d 1055 (Supreme Court of Pennsylvania, 1997)
Harrity v. Medical College of Pennsylvania Hospital
653 A.2d 5 (Superior Court of Pennsylvania, 1994)
Dible v. Vagley
612 A.2d 493 (Superior Court of Pennsylvania, 1992)
Nasim v. Shamrock Welding Supply Co.
563 A.2d 1266 (Supreme Court of Pennsylvania, 1989)
Gutteridge v. A.P. Green Services, Inc.
804 A.2d 643 (Superior Court of Pennsylvania, 2002)
John B. Conomos, Inc. v. Sun Co., Inc.
831 A.2d 696 (Superior Court of Pennsylvania, 2003)
Ryan v. Berman
813 A.2d 792 (Supreme Court of Pennsylvania, 2002)
Myszkowski v. Penn Stroud Hotel, Inc.
634 A.2d 622 (Superior Court of Pennsylvania, 1993)
Zane v. Friends Hospital
836 A.2d 25 (Supreme Court of Pennsylvania, 2003)
DiGregorio v. Keystone Health Plan East
840 A.2d 361 (Superior Court of Pennsylvania, 2003)
Jones v. Constantino
631 A.2d 1289 (Superior Court of Pennsylvania, 1993)
Mariner Chestnut Partners, L.P. Ex Rel. Lamm v. Lenfest
152 A.3d 265 (Superior Court of Pennsylvania, 2016)
Koziar, M. v. Rayner, N.
200 A.3d 513 (Superior Court of Pennsylvania, 2018)
Campbell v. Attanasio
862 A.2d 1282 (Superior Court of Pennsylvania, 2004)
Infosage, Inc. v. Mellon Ventures, L.P.
896 A.2d 616 (Superior Court of Pennsylvania, 2006)
DeArmitt v. New York Life Insurance
73 A.3d 578 (Superior Court of Pennsylvania, 2013)

Cite This Page — Counsel Stack

Bluebook (online)
Yaron, M. v. Berger Development, Counsel Stack Legal Research, https://law.counselstack.com/opinion/yaron-m-v-berger-development-pasuperct-2025.