Glass v. Gushner

1

JEFFREY GLASS, et al., Plaintiffs, v. KENT GUSHNER, et al, Defendants.

RALPH YAFFE, et al, Plaintiffs, v. BO YDS GENERAL PARTNER, INC., et. al., Defendants.

CYNTHIA YAFFE et al., Plaintiffs, v. KENT GUSHNER, et al, Defendants.

Nos. 3763, 3238, 51

Control Nos. 23113652, 24023639, 24023674

Common Pleas Court of Philadelphia County, First Judicial District of Pennsylvania, Civil Trial Division

December 11, 2024

September Term 2018

ORDER

AND NOW, this 11^th day of December 2024, upon consideration of the Motion to Enforce Settlement Agreement and for a Limited Stay of Proceedings filed by Ralph and Cynthia Yaffe ("the Yaffes"), the joinder of Jeffrey Glass and Lisa Glass ("the Glasses"), and the opposition of defendants Kent Gushner, Boyds Holding Company, Inc., Boyds General Partner, Inc., KJR General Partner, Inc., KJR Holdings, L.P., Kent Gushner as Trustee on behalf of the Kent Gushner 2004 Irrevocable Trust and Boyds L.P. (collectively "the Boyds Defendants"), after oral argument and in accord with the attached opinion, it is ORDERED that:

1. The Motion to Enforce Settlement is GRANTED.

2. The Motion for Limited Stay of Proceedings is DENIED.

3. The Motion for Summary Judgment filed by the defendants Kent Gushner, Boyds Holding Company, Inc., Boyds General Partner, Inc., KJR General Partner, Inc., KJR Holdings, L.P. Kent Gushner as Trustee on behalf of the Kent Gushner 2004 Irrevocable Trust (Control No. 24023639), and the Motion for Summary Judgment filed by defendant Boyds L.P. (Control No 24023674) in Glass v. Gushner, et al., Case No 1809-3763, are DENIED as MOOT.

It is further ordered that these cases be marked settled discontinued, and ended.

OPINION

ABBE F. FLETMAN, J.

Before the Court is a motion to enforce a settlement and a request for a limited stay involving Boyds, a landmark retail business based in Center City Philadelphia. This family-owned enterprise is the subject of three cases before this Court concerning the leadership and control of the business and related real estate.

Cynthia Yaffe and Ralph Yaffe ("the Yaffes") filed the pending motion, claiming that a settlement agreement negotiated by the parties is enforceable. Jeffrey Glass and Lisa Glass ("the Glasses") join in the Yaffes' motion. Defendants Kent Gushner, Boyds Holding Company, Inc., Boyds General Partner, Inc., KJR General Partner, Inc., KJR Holdings, L.P., Kent Gushner as Trustee on behalf of the Kent Gushner 2004 Irrevocable Trust and Boyds LP (collectively, "the Boyds Defendants") oppose the motion to enforce, claiming that the settlement agreement lacks all essential terms and therefore is unenforceable. For the reasons discussed below, the Court finds that the settlement agreement does contain all the essential terms required and is enforceable. Consequently, the motion to enforce the settlement is granted. Because the settlement agreement ended all pending litigation among these parties, the consolidated cases will be marked settled, discontinued and ended.

BACKGROUND

Boyds is a business that the Gushner family has owned and operated for more than 80 years. (Glass v. Gushner, et al, Case No. 1809-3763, Docket ("Dkt") at 9-28-18, Complaint If 14 and at 7-15-19, Answer ¶ 14; Yaffe v. Boyds General Partner, Inc. et al., Case No. 1712-3238, Dkt. at 3-14-18, Amended Complaint \ 11 and at 10-8-18, Answer ¶ 11). Siblings Kent Gushner, Lisa Glass and Cynthia Yaffe, Ms. Glass's spouse, Jeffrey Glass, and Ms. Yaffe's spouse, Ralph Yaffe are currently parties in three related and consolidated cases: Yaffe v. Boyds General Partner, Inc., et al, Case No. 1712-3238, Yaffe v. Gushner, et al, Case No. 1808-51, and Glass, etal. v. Gushner, et al, Case No. 1809-3763. (Glass v. Gushner, Dkt. at 6-16-20, Consolidation Order.)

On February 28, 2023, the Court appointed the Honorable John W. Herron (Retired) as Judge Pro Tempore for mediation of the consolidated cases. (Glass v. Gushner, Dkt. at 2-28-23, Order.) On April 20 and 21,2023, Jeff and Lisa Glass and their counsel and the Boyds Defendants and their counsel executed a document titled, Boyds Mediation (Privileged) Term Sheet. (Id., Dkt. at 2-19-24, Praecipe to Attach Exhibits Under Seal, Exhibit 13 Term Sheet ("Term Sheet")).

On April 24, 2023, the Yaffes were presented with a settlement offer, the terms of which were outlined in the Term Sheet already signed by the Glasses and the Boyds Defendants. (Id., Dkt. at 11-14-24, Motion to Enforce Settlement ¶ 35 and at 12-15-23 Response to Motion to Enforce Settlement, ¶ 35.) The Term Sheet required that the Yaffes sign it on or before April 28, 2023. (Glass v. Gushner, Dkt. at 2-19-24, Term Sheet, ¶ 5.) The Term Sheet expressly gave Kent Gushner the right to cancel it with the Glasses without any liability or exposure if the Yaffes did not join and execute the agreement or refused the same terms and conditions on or before April 28, 2023. (Id. at ¶5.)

On April 27, 2023, the Yaffes signed the Term Sheet with the notation, "Subject to the execution of settlement and related documentation satisfactory to the Yaffes," and transmitted it to the other parties the same day. (Id. at p. 4, Yaffes' signature line.)

The parties in the Term Sheet agreed to:

• Settle, discontinue, and end all pending litigation among the parties "upon signing a Final Settlement Agreement including the following terms and conditions and additional terms as the parties and their counsel deem appropriate to end and settle the litigation." (Id. at Introductory Paragraph.)

• Payment of a specific sum of money by Kent Gushner and Boyds interests to the Yaffes and Glasses for their respective ownership interests in Boyds. (Id. at ¶ 1.)

• The creation of two escrow funds with specific dollar amounts to be funded at closing for the benefit of the Boyds Defendants, the Glasses and the Yaffes to promote good behavior and safeguard the reputation of Boyds. (Id. at ¶¶ 2 and 3.)

• Distribution of the assets of the estate and trust of Gerald Gushner in accordance with a Family Settlement Agreement to be submitted to Orphans Court for approval. (Id. at ¶ 4.)

• Final Approval by the bank (which already had preliminarily approved the terms and conditions in the Term Sheet) of the final settlement agreement before execution in accordance with the loan agreement. (Id. at If 6.)

• Designation of Judge Herron to draft the final agreement with drafting disputes to be resolved by Judge Herron. (Id. at ¶ 7.)

On November 14,2023, the Yaffes filed the pending Motion to Enforce Settlement Agreement and for a Limited Stay of Proceedings (the "Motion"). (Id., Dkt. at 11-14-23, Motion.) On December 14,2023, the Glasses joined the Yaffes' motion. (Glass v. Gushner, Dkt. at 12-14-23, Joinder Motion.) On December 14,2023, the Boyds Defendants filed their response in opposition to the Motion. (Id. at 12-15-23, Response.) On June 12, 2024, the Court issued a rule on the Boyds Defendants to show cause why the relief the Yaffes and the Glasses sought should not be granted and scheduled the matter for an evidentiary hearing on July 2, 2024. (Id. at 6-12-24, Order.)

On June 21, 2024, the Boyds Defendants filed a Motion to Enforce the Mediation Privilege ("Mediation Privilege Motion"), seeking to exclude from consideration at the upcoming hearing all documents and communications that were part of the mediation process. (Id. at 6-21-24, Motion.) On August 29,2024, the Court granted the Mediation Privilege Motion in part and denied it in part, holding that the Pennsylvania mediation privilege was applicable to all mediation documents and communications except for the Term Sheet. (Id. at 8-30-24, Order). The Court held that it could consider the Term Sheet itself to determine if it is a valid and enforceable contract. (Id. at fn. 1.)

Due to scheduling conflicts, the hearing on the Motion was not held until September 5, 2024. (Id. at 6-12-24 and 6-28-24, Orders.) On the day of the hearing, after the parties agreed on the record that the Term Sheet was not ambiguous and that there were no disputed issues of fact, the Court heard oral argument on whether the Term Sheet is enforceable. (N.T. 9/7/24 (sic)^[1] 4:22-14:13,17:20-18:11, 42:15-19,43:19-44:2.)

DISCUSSION

1. General principles of law

There is a strong judicial policy in favor of voluntarily settling lawsuits. Step Plan Services, Inc. v. Koresko, 12 A.3d 401,408-09 (Pa. Super. 2010).

Settlement agreements are enforced according to the principles of contract law. Id. Interpretation of a contract is a question of law. Seven Springs Farm, Inc. v. Croker, 748 A.2d 740,744 (Pa. Super. 2000). When the language of a contract is unambiguous, such as the Term Sheet in this case, the court is constrained to interpret its meaning based solely on the contents within the four corners of the writing. Hahalyak v. A. Frost, Inc., 664 A.2d 545, 549 (Pa. Super. 1995).

2. The Term Sheet is an enforceable contract because there was an offer, acceptance and consideration

To form an enforceable contract, there must be an offer, acceptance, and consideration or mutual meetings of the minds. Jenkins v. County of Schuylkill, 658 A.2d 380, 383 (Pa. Super. 1995), allocatur denied, 666 A.2d 1056 (Pa. 1995). The Term Sheet in this case satisfies all these essential elements.

The Boyds Defendants and the Glasses made an offer to the Yaffes that was specific and definite. (Glass v. Gushner, Dkt. at 2-19-24, Term Sheet at ¶¶ 1, 3.) The Boyds Defendants agreed to buy the Glasses' and the Yaffes' ownership interests in Boyds for a specific price with specific payment terms. (Id.) The Yaffes accepted the offer before it expired, which is a manifestation of assent to the terms of the offer made by the Boyds Defendants and the Glasses. (Id., p. 4 at signature...