We review that factual finding, which CCC now challenges, for clear error. See Alpha Painting, 853 F.3d at 682-83; see also Hanover Const. Co. to Use of Ede v. Fehr, 139 A.2d 656, 658 (Pa. 1958) ("[O]rdinarily the question of waiver is a question of fact for a jury[.]"). The District Court's finding was far from clear error.
Rather, here ". . . where the only evidence as to waiver is a writing, its construction and interpretation and whether or not it constitutes a waiver is a question of law for the court." Hanover Construction Co. v. Fehr, 392 Pa. 199, 139 A.2d 656, 658 (1958); Griffin v. United States of America, 500 F.2d 1059, 1072 (3d Cir. 1974); Crabb v. Commissioner of Internal Revenue, 121 F.2d 1015 (5th Cir. 1941). Hence the appropriate APA standard to be applied here is the standard of "not in accordance with law," a standard which requires a plenary, de novo review of the documents in question.
While ordinarily the question of waiver is a question of fact for a jury . . . yet, where the only evidence as to waiver is a writing, its construction and interpretation and whether or not it constitutes a waiver is a question of law for the court. Hanover Construction Co. v. Fehr, 392 Pa. 199, 139 A.2d 656 (1958). The above-cited clause of the Pfizer-Griffin agreement is unambiguous.
. Sabatini v. Its Amore Corp., 455 Fed.Appx. 251, 256 (3d Cir. 2011) (citing Hanover Const. Co. to Use of Ede v. Fehr, 139 A.2d 656, 658 (Pa. 1958)); see also Meng v. New Sch., 686 F.Supp.3d 312, 322 (S.D.N.Y. 2023) (“The only fact defendant points to in support of its waiver argument is plaintiff's continued attendance of TNS after it moved online and received credits towards her degree. This act is equivocal at best and is not necessarily inconsistent with an intent to later sue for damages.”).
Because reasonable people could disagree in answering this question, the evidence raises a genuine issue of material fact. See Hanover Const. Co. to Use of Ede v. Fehr, 139 A.2d 656, 658 (Pa. 1958) (holding that the question of waiver is ordinarily a question of fact for the jury). I will accordingly deny defendant's motion for summary judgment on this ground.
"[O]rdinarily the question of waiver is a question of fact for a jury"; however, "where the only evidence as to waiver is a writing, its construction and interpretation and whether or not it constitutes a waiver is a question of law for the court." Hanover Const. Co. to Use of Ede v. Fehr, 139 A.2d 656, 658 (Pa. 1958). In opposing summary judgment on this issue, the plaintiff argues that he had not asserted any claims against A.G. Edwards when he executed the stipulation of dismissal; that he did not expressly abandon his right to initiate future legal proceedings against A.G. Edwards relating to Keeney's account, and the stipulation of dismissal contains no language releasing future claims which the parties may have; and that since the stipulation of dismissal was drafted by counsel for A.G. Edwards, any ambiguity in the language of the stipulation should be construed against A.G. Edwards which drafted it.
See Batchelder v. Standard Plunger Elevator Company, 227 Pa. 201, 207, 75 A. 1090, 1092 (1910). See also In re Metropolitan International, Inc., 616 F.2d 83, 86 (3d Cir. 1980); Linda Coal and Supply Co. v. Tasa Coal Co., 416 Pa. 97, 101, 204 A.2d 451, 454 (1964); Hanover Construction Company v. Fehr, 392 Pa. 199, 139 A.2d 656 (1958); Cole v. Philadelphia Co., 345 Pa. 315, 26 A.2d 920 (1942). Waiver can be determined as a matter of law, however, in cases "where only one reasonable conclusion can be drawn from the undisputed facts."
This conclusion was based solely on a reading of Cowen's letter. Thus, in interpreting such a writing and determining whether or not that writing constituted an offer, the chancellor was passing on a question of law. Hanover Const. Co. v. Fehr, 392 Pa. 199, 139 A.2d 656 (1958); Sheesley v. Bisbee Linseed Co., 337 Pa. 197, 10 A.2d 401 (1940); Meaker Galvanizing Co. v. McInnes Co., Inc., 272 Pa. 561, 116 A. 400 (1922). His conclusion, therefore, is subject to our review, and we rule it was erroneous.
Despite the fact that intent is normally a question for the trier of facts ( Cole v. Philadelphia Co., 345 Pa. 315, 26 A.2d 920 (1942), and Priester v. Milleman, 161 Pa. Super. 507, 55 A.2d 540 (1947)), waiver can be determined, as a matter of law, where only one reasonable conclusion can be drawn from the undisputed facts: 37 C.J.S. Fraud § 131 (1943); 56 Am. Jur. Waiver § 23 (1947). Cf. Hanover Construction Co. v. Fehr, 392 Pa. 199, 139 A.2d 656 (1958); Peoples Pittsburgh Trust Co. v. Commonwealth, 359 Pa. 622, 60 A.2d 53 (1948); Grant v. Lovekin, 285 Pa. 257, 132 A. 342 (1926). However, the court below fell into error in equating knowledge of the falsity of the representations with knowledge of their fraudulent character.
Where, however, the evidence as to waiver is a written instrument, its construction and interpretation may be decided as a question of law. See Hanover Constr. Co. v. Fehr, 392 Pa. 199, 139 A.2d 656 (1958). We read defendant's motion as a limited waiver for the period of 35 days resulting from his requested continuance.