Zamsky, B. v. David Dodge

CourtSuperior Court of Pennsylvania
DecidedJune 23, 2015
Docket2107 EDA 2014
StatusUnpublished

This text of Zamsky, B. v. David Dodge (Zamsky, B. v. David Dodge) 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
Zamsky, B. v. David Dodge, (Pa. Ct. App. 2015).

Opinion

J-A09020-15

NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P 65.37

BARBARA ZAMSKY AND DODGE : IN THE SUPERIOR COURT OF PREMIER, INC. AND PREMIER : PENNSYLVANIA PLATFORM TENNIS, INC., : : Appellants : : v. : DAVID DODGE AND CHRISTINE : ANTHONY AND JEFFERY SHERMAN, : ESQUIRE AND PREMIER PLATFORM : TENNIS, LLC, : : Appellees : No. 2107 EDA 2014

Appeal from the Order June 30, 2014, Court of Common Pleas, Delaware County, Civil Division at No. 11-2637

BEFORE: BOWES, DONOHUE and STABILE, JJ.

MEMORANDUM BY DONOHUE, J.: FILED JUNE 23, 2015

Barbara Zamsky (“Zamsky”), Dodge Premier, Inc., and Premier

Platform Tennis, Inc. (collectively, “Appellants”), appeal from the order

entered on June 30, 2014 in the Court of Common Pleas, Delaware County,

granting Appellees’ motion for summary judgment. For the reasons set forth

herein, we affirm.

A summary of the relevant facts and procedural history is as follows.

Zamsky and David Dodge (“Dodge”) were married from May 1998 until May

2008. During the marriage, Zamsky and Dodge formed Premier Platform

Tennis, Inc. (“Premier Corporation”). Premier Corporation operated a J-A09020-15

business that involved building and maintaining platform tennis courts.1

Zamksy retained control of Premier Corporation following her separation

from Dodge.

In late 2008, Dodge and Christine Anthony (“Anthony”) formed

Premier Platform Tennis, LLC (“Premier LLC”). Premier LLC, like Premier

Corporation, built and maintained platform tennis courts. Dodge and

Anthony held themselves out as president and vice president respectively.

Dodge and Anthony retained Attorney Jeffrey Sherman (“Attorney

Sherman”) to form and register Premier LLC. In the course of forming and

registering Premier LLC in Pennsylvania, Attorney Sherman’s business

address was listed in the formation papers for initial tax purposes, and was

also listed at one time as the “President” of Premier LLC on the Corporation

Bureau’s records.

On April 5, 2011, Appellants filed a complaint against Premier LLC,

Dodge, Anthony, and Attorney Sherman.2 With respect to Attorney Sherman

1 “Platform tennis is an outdoor court game played with paddles and a rubber ball on a raised and fenced wooden floor that is smaller than a tennis court.” See Trial Court Opinion, 11/5/14, at 6 n.1 (citing THE AMERICAN HERITAGE DICTIONARY OF THE ENGLISH LANGUAGE 1387 (3d ed. 1996)). 2 At oral argument, this Court determined that outstanding claims remained undecided in the trial court concerning Premier LLC, rendering this appeal interlocutory. See Pa.R.A.P. 341 (“any order or other form of decision that adjudicates fewer than all the claims and parties shall not constitute a final order.”). On March 23, 2015, this Court issued an Order providing Appellants with ten days to dismiss the action against Premier LLC. See Order of Court, 3/23/15, at 1-2. The Order further provided that failure to comply would result in our quashing of the appeal. Appellants complied with

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in particular, Appellants alleged that he was the president and sole officer of

Premier LLC and lodged the following claims against him: conspiracy,

conversion by agent, unfair competition, tortious interference with business

relations, unjust enrichment, accounting, and violation of the Uniform Trade

Secrets Act.

On August 30, 2013, Attorney Sherman filed a motion for summary

judgment, asserting that he only acted as an attorney for Premier LLC, and

that since all claims against him arose solely from Appellants’ erroneous

belief that he had a personal interest in Premier LLC, they should be

dismissed. The trial court granted Attorney Sherman’s motion for summary

judgment on June 30, 2014.3 Appellants filed a motion for reconsideration

on July 9, 2014 and a notice of appeal on July 23, 2014. The trial court

denied Appellants’ motion for reconsideration on July 30, 2014.

On appeal, Appellants raise the following issues for our review:4

1. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment stated at page 11 "Dodge and Anthony retained the service of [Attorney] Sherman, to act as their attorney and assist with the formation of Premier, LLC. Complaint ¶ 24, without considering the allegations of various

our Order by filing a Praecipe to Discontinue/Dismiss Action as to Premier LLC on March 30, 2015. Accordingly, we will address the merits of Appellants’ claims. 3 The trial court also granted Dodge and Anthony’s motion for summary judgment on June 30, 2014, but that decision is not the subject of this appeal. 4 We have rearranged Appellants’ issues on appeal for ease of disposition.

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wrongful acts by [Attorney] Sherman and the two named Defendants?

2. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment only considered the argument of [Attorney] Sherman that his services were as a facilitator only, omitting the information that Defendant [Attorney] Sherman was paid $1500.00 by check dated 1/13/09 with Dodge Corp on the memo line, a usual and customary fee for the formation of an LLC in this area. There were subsequent payments long after formation of the LLC was completed totaling in excess of $8000, that is $8654.23?

3. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment omitted informing the Court that Defendant [Attorney] Sherman was listed on the records of the Department of State of the Commonwealth of Pennsylvania, Business Entity Filing History, as President of [Premier] LLC, on the date of the formation of the LLC, December 24, 2008 and continued being shown on the Business Entity Filing History as President of [Premier] LLC, on the records of Department of State of the Commonwealth of Pennsylvania, until at least March 10, 2011?

4. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment admits at Paragraph 26[,] "Appellants can conceivably maintain a claim of conspiracy against [Attorney] Sherman only if his alleged conduct was other than as a lawyer for his clients?"

5. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment was granted as to Count I CONSPIRACY, when the various paragraphs of Count I specifically allege the Defendants including Defendant [Attorney] Sherman conspired to acquire the business of Plaintiff Premier [Corp.], took confidential and proprietary information as to customers, collected accounts receivable,

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withdrew funds from the bank account of plaintiff DPI, took equipment and other assets without permission or consent of any authorized party?

6. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment was granted as to Count I CONSPIRACY as the movants counsel for Defendant [Attorney] Sherman advised the Court, because there was a release of two co- defendants; Dodge and Anthony, there could not be a conspiracy of one, that is Defendant [Attorney] Sherman alone, when there was an additional Defendant Premier [] LLC still in the case?

7. Was the Court in error in not considering that the aforesaid Motion for Summary Judgment was granted as to Count II CONVERSION BY AGENT, when the facts in the various paragraphs of Count II specifically allege Dodge while still an officer and an employee of Plaintiff [Premier Corp.] and DPI with the assistance of Anthony and [Attorney] Sherman formed Defendant [Premier] LLC; further acting, in concert with Defendants misappropriated assets of the Plaintiff’s herein?

8.

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Bluebook (online)
Zamsky, B. v. David Dodge, Counsel Stack Legal Research, https://law.counselstack.com/opinion/zamsky-b-v-david-dodge-pasuperct-2015.