Opinion
J-A31018-17 No. 422 EDA 2017
04-17-2018
NATH FOOD MARKETING AND SALES ASSOCIATES, INC. Appellant v. JAMES BENNIS AND J.P. BENNIS COMPANY
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
Appeal from the Judgment December 27, 2016
In the Court of Common Pleas of Delaware County Civil Division at No(s): 2014-006718 BEFORE: PANELLA, J., OLSON, J., and STEVENS, P.J.E. MEMORANDUM BY OLSON, J.:
Former Justice specially assigned to the Superior Court.
Appellant, Nath Food Marketing and Sales Associates, Inc., appeals from a December 27, 2016 order granting summary judgment in favor of James Bennis and J.P. Bennis Company. We affirm.
The relevant facts and procedural history are as follows. Appellant commenced this action by filing a complaint on or around July 31, 2014 naming two defendants, James Bennis ("James") and J.P. Bennis Company (hereafter collectively "Bennis"). The complaint alleges that the parties entered into a buy-out agreement dated April 21, 2006, and that, after entering into that contract, Bennis breached its obligations under the agreement.
Before Appellant filed its complaint in this matter, Bennis, on or about August 9, 2010, filed an action against Appellant in the Court of Common Pleas of Montgomery County docketed at 2010-22214 (hereafter "Montgomery County action"). In the Montgomery County action, which also centered upon an alleged breach of the parties' April 21, 2006 buy-out agreement, Bennis was the named plaintiff and Appellant was the named defendant.
The buy-out agreement that was at issue in the Montgomery County action is identical to the buy-out contract that is at issue in this case. Like the present case, the Montgomery County action focused on the payment terms of the parties' contract, which provided that Appellant would make a series of payments totaling $218,244.00 to Bennis in exchange for certain proprietary business information such as lists of customers and principals. In the Montgomery County action, Bennis maintained that, pursuant to the agreement, it was entitled to payment regardless of economic conditions or the financial benefits of the information and resources it furnished to Appellant. Bennis therefore asserted that Appellant's failure to tender full payment under the parties' contract constituted a breach of the agreement. Appellant asserted that Bennis would be entitled to payment only if the business produced a profit.
The buy-out agreement was drafted by Appellant, on Appellant's letterhead, and after Appellant received the opportunity to conduct due diligence, including a review of financial statements provided by Bennis before executing the agreement.
The Montgomery County action proceeded to a jury trial in May 2013. Following a one-day trial, the jury returned a verdict in favor of Bennis and against Appellant for $85,712.00, representing the unpaid sum Appellant owed Bennis under the terms of the parties' buy-out agreement. Thereafter, Appellant filed post-trial motions requesting a new trial or judgment notwithstanding the verdict. In its motions, Appellant alleged that, James, who was nearing retirement, devised a plan to sell his business and receive retirement income at Appellant's expense. To accomplish this goal, James allegedly made false representations regarding the income derived from his business activities. Appellant claimed that it later learned, however, that information and resources Bennis conveyed in the buy-out transaction (including principal and customer lists) lacked the promised potential or proved largely useless. Despite this, Bennis insisted on payment. Appellant asserted that it was entitled to a new trial because the jury overlooked Bennis' worthless customer list. Moreover, Appellant maintained, the jury's verdict should be stricken because Bennis should not have been permitted to use the Court system to benefit from misrepresentations. The court in the Montgomery County action denied Appellant's post-trial motions and Appellant later discontinued an appeal filed in this Court. Bennis subsequently transferred the Montgomery County judgment to Delaware County on or about October 22, 2013 at docket no. 2013-010494.
During the Montgomery County action, Appellant introduced evidence and presented the testimony of Donald Nath, who explained Appellant's reasons for refusing payment to Bennis under the parties' buy-out agreement. In addition, Appellant was represented by the same counsel as in this appeal.
Appellant eventually filed the instant breach of contract action in Delaware County on July 31, 2014. The gravamen of Appellant's claim was that Bennis breached the parties' April 21, 2006 buy-out agreement by failing to produce lucrative business contacts and information, which, in turn, caused Appellant to suffer losses. Following a pre-trial conference held on October 21, 2016, Bennis moved for summary judgment based on (1) res judicata, (2) collateral estoppel, and (3) the four-year statute of limitations applicable to breach of contract actions. The trial court issued an order granting summary judgment on December 27, 2016, agreeing with all three theories raised by Bennis.
Appellant filed a timely notice of appeal with this Court on January 25, 2017. Thereafter, the trial court directed Appellant to file a concise statement of errors complained of on appeal pursuant to Pa.R.A.P. 1925(b). Appellant filed a concise statement on February 17, 2017. In response, the court issued its Rule 1925(a) opinion on May 18, 2017.
Appellant raises the following claims in its brief:
Is a party bound by [c]ollateral [e]stoppel and [j]udicial [e]stoppel regarding statement[s] made in a prior action?
Does [res judicata] apply when the issues in a prior action were found to be irrelevant?
Must the [s]tatute of [l]imitations defense be based on evidence?
May a judge on the same level ignore a prior judge's ruling?Appellant's Brief at 3.
We have carefully reviewed the submissions of the parties, the opinion of the trial court, the pertinent authorities, and the certified record. Based upon our review, we conclude that Appellant is not entitled to relief for the reasons expressed by the trial court in its May 18, 2017 opinion. Moreover, as we conclude that the trial court's opinion adequately and accurately addresses each of the issues Appellant raises on appeal, we adopt the trial court's opinion as our own. Accordingly, Appellant shall attach a copy of the trial court's opinion to all future filings relating to our disposition of this appeal.
Judgment affirmed. Judgment Entered. /s/_________
Joseph D. Seletyn, Esq.
Prothonotary Date: 4/17/18
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