Youndt v. First National Bank of Port Allegany

868 A.2d 539, 2005 Pa. Super. 42, 2005 Pa. Super. LEXIS 98
CourtSuperior Court of Pennsylvania
DecidedFebruary 2, 2005
StatusPublished
Cited by80 cases

This text of 868 A.2d 539 (Youndt v. First National Bank of Port Allegany) 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
Youndt v. First National Bank of Port Allegany, 868 A.2d 539, 2005 Pa. Super. 42, 2005 Pa. Super. LEXIS 98 (Pa. Ct. App. 2005).

Opinions

OPINION BY

BENDER, J.:

¶ 1 Ronda and Kevin Youndt (Appellants) appeal from the order granting the defendants’, First National Bank of Port Allegany, North Country Real Estate, and Connie M. Knight (Appellees), preliminary objections to Appellants’ Amended Complaint in their action for fraud arising from a commercial real estate transaction. Appellants claim that they properly pled a claim for fraud based on an affirmative misrepresentation and a failure to disclose a material fact, notwithstanding an integration clause in the contract for sale, and therefore, the trial court erred in granting Appellees’ preliminary objections in the nature of a demurrer. For the following reasons, we affirm.

¶ 2 In this case, Appellants filed a Complaint and Appellees filed preliminary objections. Appellants then filed an Amended Complaint, and again Appellees filed preliminary objections in the nature of a demurrer, which the trial court granted. When reviewing a trial court’s order granting preliminary objections in the nature of a demurrer, “an appellate court applies the same standard employed by the trial court: all material facts set forth in the complaint as well as all inferences reasonably deducible therefrom are admitted as true for the purposes of review.” Vosk v. Encompass Ins. Co., 851 A.2d 162, 164 (Pa.Super.2004).

¶ 3 In their Amended Complaint, Appellants seek monetary damages in excess of $50,000 and allege the following facts.1 First National Bank owned a parcel of commercial real estate known as West Pike Motor Lodge. The bank hired North (jountry Real Estate to sell the property, and Connie M. Knight was the agent who acted on behalf of North Country Real Estate.

[543]*543¶ 4 On or about July 17, 2001, Appellants and First National Bank entered into a written agreement for the sale of the property (Agreement). Appellants attached a copy of the Agreement to their Amended Complaint. The Agreement, which is only two pages in length, contains a space entitled “Special Clauses” on the first page. Under this heading are five typewritten clauses. Clause C states that the “Seller shall warrant Water Pipes to Motel Units.” Clause D states that “Buyer is Buying Property in as is Condition.” On the second page of the Agreement, the final paragraph is entitled “Representations” and it states in bold print:

It is understood that Buyer has inspected the property, or hereby waives the right to do so and has agreed to purchase it as a result of such inspection and not because of or in reliance upon any representation made by the Seller or any other officer, partner or employee of Seller, or by any Agent, Subagent, their salespeople and employees, officers and/or partners.

The paragraph continues in regular print and states that Appellants were purchasing the property “in its present condition unless otherwise specified herein.” It concludes with an integration clause that states:

It is further understood that this agreement contains the whole agreement between the Seller and the Buyer and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise of any kind whatsoever concerning this sale. Furthermore, this agreement shall not be altered, amended, changed or modified except in writing executed by the parties.

¶ 5 Appellants’ Amended Complaint goes on to allege that in April of 2002, approximately eight months after they bought the property, “they discovered stagnant water consisting of run-off and sewage on the eastern portion of the property.” Appellants averred that Appellees “intentionally and fraudulently failed to disclose [this] significant and severe problem with the water and sewage system.” Appellants also alleged that they “requested disclosure from Defendant Connie M. Knight regarding any potential problems with [the] aforementioned property and that Defendant indicated that there were no problems.” This is the only affirmative misrepresentation averred by Appellants. Furthermore, Appellants do not build upon this averment and do not mention it again throughout the remainder of the Amended Complaint.

¶ 6 Rather, Appellants base their claim of fraud on Appellees’ alleged “intentional and fraudulent failure to disclose” which they claim constituted a “material misrepresentation.” Thus, the Amended Complaint goes on to allege that “Defendants knew or should have known about the latent water and sewer defects and Defendants had a duty to disclose such latent defects prior to commencement of the sale.” Appellants claimed that Appellees violated this duty by “failing] to disclose the latent water and sewer system defects.” And Appellants alleged that they justifiably relied on Appellees’ “intentional and fraudulent failure to disclose” to Appellants’ detriment.2

¶7 Appellees filed preliminary objections in the nature of a demurrer in which they claimed that as a matter of law Appellants had failed to state a cause of [544]*544action for fraud because under the facts of this case, such a claim was precluded by the “as is” and integration clauses in the Agreement. The trial court granted the preliminary objections and dismissed the Amended Complaint. Appellants then brought this appeal raising the following question forour review:

I. Did the Trial Court err' as a matter of law in granting the defendants’ preliminary objections in the natüre of a demurrer in reference to a complaint arising from the sale of real estate via a contract containing an inspection/integration clause:
A. Where the plaintiff alleged an intentional and fraudulent nondisclosure by seller of [a] defect in the septic system that is both latent and material?
B. Where the oral affirmative misrepresentation by the realtor would be admissible under the LeDonne “real estate inspection” exception to the parol evidence exclusionary rule?

Brief for Appellant at 7. For the sake of clarity we shall address these issues in reverse order. We further note our standard for reviewing a trial court’s order granting preliminary objections and dismissing a complaint:

Where affirmance of the trial court’s order sustaining preliminary objections would result in the dismissal of an action, we may do so only when the case is clear and free from doubt.
To be clear and free from doubt that dismissal is appropriate, it must appear with certainty that the law would not permit recovery by the plaintiff upon the facts averred. Any doubt should be resolved by a refusal to sustain the objections. We review the trial court’s decision for an abuse of discretion or an error of law. A demurrer tests the sufficiency of challenged pleadings. Fact-based defenses, even those which might ultimately inure to the defendant’s benefit, are thus irrelevant on demurrer.

Werner v. Plater-Zyberk, 799 A.2d 776, 784 (Pa.Super.2002) (citations and quotation marks omitted).

¶ 8 In the second issue presented for our review, Appellants claim that the alleged oral misrepresentation by Defendant Knight would be admissible under an exception to the parol evidence rule.

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Bluebook (online)
868 A.2d 539, 2005 Pa. Super. 42, 2005 Pa. Super. LEXIS 98, Counsel Stack Legal Research, https://law.counselstack.com/opinion/youndt-v-first-national-bank-of-port-allegany-pasuperct-2005.