Murray v. Willistown Twp.

169 A.3d 84

Hugh J. MURRAY, Sr., Appellant

v.WILLISTOWN TOWNSHIP, Appellee

No. 2319 EDA 2016.

Superior Court of Pennsylvania.

Argued February 14, 2017

Filed August 17, 2017

Thomas S. Myers, Jr., Paoli, for appellant.

Scot R. Withers, West Chester, for appellee.

BEFORE: SHOGAN, J., SOLANO, J., and PLATT, J.^*

OPINION BY SOLANO, J.:

Appellant Hugh J. Murray, Sr. appeals from the trial court's June 12, 2017 order granting summary judgment in favor of Appellee Willistown Township and reforming the parties' contract. We affirm.

The trial court set forth the facts of this case as follows:

This dispute arises out of the voluntary retirement of plaintiff Hugh Murray, Sr. from his position as Township Manager of Willistown Township (the "Township") in 2011 after eight (8) years of employment. The material facts ... are not in dispute.

Murray was appointed Willistown's township manager in 2003. Prior to that time, Murray held the position of Chief of Police for the Township. Following Murray's announcement of his intention to retire, the Township and Murray came to terms on an agreement whereby the Township agreed to provide Murray with certain severance benefits. Murray and the Township entered into an "Agreement and General Release of All Claims" (the "Agreement") on December 30, 2011. The Agreement, which Murray had reviewed by counsel, provided for Murray to receive some benefits in retirement, including dental, medical and life insurance benefits.^[1] The provision relating to Murray's life insurance benefits is what brings the parties before the court.

At the time of his retirement, Murray had group life insurance in his capacity as Township Manager in the amount of $375,000. The Agreement at Section 2(a) therefore provided as follows:

2. Severance Benefits. The Employer agrees to provide the employee the following severance benefits:

a. Employee shall be eligible to continue to participate, at the Employer's expense, in the present group life insurance plan ($375,000) offered by the Employer as may be carried from time to time for all eligible employees on the same terms and conditions that the Employee currently participates.

Unbeknownst to either party, under the prevailing group plan an employed township manager is considered a "Class 1 Member" eligible for a $375,000 group life benefit. However, a retiree, such as Murray, is only eligible for benefits in the amount of $20,000, retirees being considered by the insurer as "Class 4 Members." Upon learning of the policy's restrictions, and advising Murray of the same, the Township attempted to secure an individual insurance policy for Murray for the amount specified in the parties' Agreement, but ultimately concluded that it was unable to make such a purchase under its enabling statute.^[2]

Thereafter, the Township advised Murray that it could only provide him with $20,000 in life insurance benefits under the group policy and that it was not permitted to secure an individual policy for him. Murray filed suit asserting claims for breach of contract, specific performance, a claim under the Wage Payment and Collection Law (which was later dismissed per stipulation) and unjust enrichment.^{[3 ]} The Township also filed suit asserting a count for declaratory judgment which sought a declaration that the Agreement's life insurance provision in Section 2(a) was invalid as a matter of law and, in the alternative, a claim for contract reformation of Section 2(a), replacing the amount listed therein with $20,000. The two actions, Docket Nos. 2014–12462 and 2014–12086, were consolidated under Docket No. 2014–12462.

Trial Ct. Order, 6/29/16, at 2–3 n.1 (citations to the record omitted).⁴

On March 15, 2016, the Township filed a motion for summary judgment on all parties' claims. After considering the briefs submitted by the parties, the trial court granted the Township's motion on June 29, 2016. The court granted the Township's request for reformation of the Agreement and reformed Section 2(a) to read: "Employee shall be eligible to continue to participate, at the Employer's expense, in the present group life insurance plan ($20,000) offered by the Employer, as may be carried from time to time for all eligible employees." Order, 6/29/16, at 1.

The trial court found that there had been a mutual mistake of fact: when they signed the contract, the parties mistakenly believed that Murray would be eligible for life insurance in the amount of $375,000 under the terms of the group plan. Trial Ct. Order, 6/29/16, at 4–5. The court held that it had authority to reform the contract based on that mutual mistake. Id. at 4 (citing Smith v. Thomas Jefferson Univ. Hosp., 424 Pa.Super. 41, 621 A.2d 1030, 1032, appeal denied, 535 Pa. 638, 631 A.2d 1009 (1993) ). The trial court rejected Murray's argument that he was entitled to $375,000 in individual life insurance, reasoning that (1) the Township did not have the statutory authority to purchase individual life insurance for any current or former employee; and (2) the Township was not bound under the Agreement to purchase individual life insurance for Murray. Id. at 3–4. Murray filed a timely appeal on July 25, 2016.

In its June 29, 2016 order, the trial court did not expressly enter summary judgment on the Township's claim for a declaratory judgment or on any of Murray's claims. Until the trial court "disposes of all claims and of all parties," there is no final order that is appealable to this Court. Pa.R.A.P. 341(b)(1). Therefore, on June 5, 2017, this Court ordered the trial court to "either amend the summary judgment order docketed on June 29, 2016 to enter judgment on all of the claims by each party in the case, or ... inform this Court that it shall not now amend the order because some claims remain outstanding." In response, on June 12, 2017, the trial court amended its June 29, 2016 order to (1) grant summary judgment in favor of the Township on its contract reformation claim; (2) deny summary judgment as to the Township's declaratory judgment claim because it was moot; and (3) grant summary judgment in favor of the Township on all of Murray's claims. Murray's appeal is now properly before this Court. See Pa.R.A.P. 905(a)(5) ("A notice of appeal filed after the announcement of a determination but before the entry of an appealable order shall be treated as filed after such entry and on the day thereof").⁵

On appeal, Murray raises the following issue:

Did the trial court err as a matter of law or abuse its discretion in holding on summary judgment that [Murray] was only entitled to $20,000 of life insurance coverage and no other relief when the clear and undisputed intention of the parties was that [Murray] was to receive $375,000 in life insurance coverage or, in the alternative, equitable relief of equivalent value thereto[?]

Murray's Brief at 5.

This Court's standard of review is deferential:

Appellate review of equity matters is limited to a determination of whether the chancellor committed an error of law or abused his discretion. The scope of review of a final decree in equity is limited and [the decree] will not be disturbed unless it is unsupported by the evidence or demonstrably capricious.

Vautar v. First Nat'l Bank of Pa., 133 A.3d 6, 12 (Pa. Super. 2016) (en banc ) (brackets and citation omitted).

In his appellate brief, Murray does not dispute the trial court's conclusion that there was a mutual mistake of fact⁶ or the trial court's holding that it had authority to reform the contract. See Murray's Brief at 13, 16. Murray instead argues that the reformation ordered by the trial court was inequitable.⁷ In Murray's view, the trial court's order should have been based on some "other available and reasonable option," such as requiring the Township to pay (1) to Murray's estate, $375,000 upon Murray's death; (2) to Murray, an amount equal to the sum of the annual premiums on an individual policy for $375,000 in life insurance over some reasonable number of years⁸ ; or (3) to Murray, an annual amount equal to the premium on an individual policy for $375,000 in life insurance until his death or until total premiums of $375,000 have been paid. See Murray's Brief at 16–17.

We begin with the threshold question of whether the trial court had the authority to reform the contract after it determined that $375,000 in group life insurance could not be provided to Murray. As noted, Murray's appeal does not challenge this authority and instead contends only that the specific reformation ordered by the trial court was insufficient to satisfy his needs. Both parties agree that contract reformation is an appropriate equitable remedy in this case: the Township sought such reformation in its complaint; and in his appellate brief, Murray insists that in the situation presented here, "the court is to equitably ‘reform’ the contract so that the intentions of the parties are achieved to the greatest extent possible." Murray's Brief at 13. However, neither party has cited any case in which a Pennsylvania court has "reformed" a contract in the way that was done here, and our own research has uncovered no such authority. Before we can address Murray's challenge to the precise reformation relief that the trial court ordered, we must determine the nature and propriety of the type of reformation remedy employed by the trial court, since the legal basis for such relief necessarily will bear on how we address Murray's challenge to the scope of the trial court's contractual "reform."

The trial court ordered reformation because the parties made a mutual mistake about the availability of group insurance to cover Murray after he retired. We have stated:

The doctrine of mutual mistake of fact serves as a defense to the formation of a contract and occurs when the parties to the contract have an erroneous belief as to a basic assumption of the contract at the time of formation which will have a material effect on the agreed exchange as to either party. A mutual mistake occurs when the

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