Neth v. Wright

1

KANSIS NETH Appellant v. RANDOLPH W. WRIGHT, SR., RANDOPLH W. WRIGHT, JR., AND SYLVIA J. FOOR

No. 1269 WDA 2023

No. J-S10016-24

Superior Court of Pennsylvania

July 24, 2024

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

Appeal from the Order Entered October 3, 2023 In the Court of Common Pleas of Fayette County Civil Division at No(s): 326 of 2023 G.D.

BEFORE: OLSON, J., KING, J., and LANE, J.

MEMORANDUM

KING J.

Appellant Kansis Neth, appeals from the order entered in the Fayette County Court of Common Pleas, which sustained the preliminary objections filed by Appellees, Randolph W. Wright, Sr. Randolph W. Wright, Jr., and Sylvia J. Foor. We affirm in part, reverse in part, and remand for further proceedings.

The relevant facts and procedural history of this appeal are as follows. Ms. Foor is the mother of Mr. Wright, Sr. Ms. Foor is also the grandmother of Ms. Neth and Mr. Wright, Jr. Ms. Foor owned real property located at 165 Mt. Vernon Road in Grindstone ("the property"). On December 4, 2006, Ms. Foor applied for a permit to place a mobile home on the property. Ms. Neth was to live in the mobile home. According to Ms. Neth, in 2007, she and Ms. Foor entered into a verbal agreement whereby Ms. Foor would transfer the property to Ms. Neth. (See Amended Complaint, filed 5/5/23, at ¶10). In exchange, Ms. Neth would have the property surveyed, pay property taxes, and pay for "building permits and fees associated with placing a home on the parcel since it was vacant land." (Id.) Thereafter, Ms. Neth lived in the mobile home on the property. Ms. Neth paid taxes and made improvements to the property, including the installation of telephone and electric poles, a sewer line, and a well. (Id. at ¶¶11-27). Despite Ms. Neth's actions, Ms. Foor transferred the property to the Wrights in 2022. (Id. at ¶¶28-29).

On February 17, 2023, Ms. Neth filed a complaint against Ms. Foor and the Wrights. Ms. Foor and the Wrights filed preliminary objections on April 12, 2023. On May 5, 2023, Ms. Neth filed an amended complaint. The amended complaint included adverse possession and unjust enrichment claims against the Wrights, a breach of contract claim against Ms. Foor, and a specific performance claim against Ms. Foor and the Wrights. Ms. Foor and the Wrights separately filed preliminary objections to the amended complaint on May 22, 2023. On September 1, 2023, the court conducted oral argument. At that time, Ms. Neth withdrew her adverse possession claim. (See N.T. Oral Argument, 9/1/23, at 3). On October 3, 2023, the court issued its opinion and order sustaining all remaining preliminary objections and dismissing Ms. Neth's amended complaint.

Ms. Neth timely filed a notice of appeal on October 24, 2023. On October 26, 2023, the court ordered Ms. Neth to file a Pa.R.A.P. 1925(b) concise statement of errors complained of on appeal. Ms. Neth timely filed her Rule 1925(b) statement on November 9, 2023.

Ms. Neth now raises two issues for our review:

Whether the trial court committed an error of law and abuse of discretion in determining that all elements of an oral contract were not established as it relates to [Appellee], Sylvia J. Foor.

Whether the trial court committed an error of law and/or abuse of discretion when it dismissed [Ms. Neth's] complaint in civil action as to [Ms. Neth's] claim for unjust enrichment despite [Ms. Neth] making both physical and financial improvements to the real property in dispute where [the] Wrights received a substantial passive benefit to the real property.

(Ms. Neth's Brief at 5) (capitalization omitted).

In her first issue, Ms. Neth argues that her oral agreement with Ms. Foor included the essential elements necessary to establish a contract. Ms. Neth avers that Ms. Foor offered to transfer the property if Ms. Neth paid taxes on the property, had the property surveyed, and paid for permits. Ms. Neth asserts that she accepted this offer and paid taxes from 2007 until Ms. Foor transferred the property to the Wrights. Ms. Neth contends that her tax payments represented adequate consideration for the contract. Ms. Neth complains that she would not have paid the taxes or relocated her mobile home onto the property but for Ms. Foor's promise to transfer the property to her. Ms. Neth also claims that the improvements she made to the property demonstrated the existence of a valid contract.

Ms. Neth concedes that the parties did not memorialize the oral agreement in a writing.^[1] Nevertheless, Ms. Neth contends that she detrimentally relied on Ms. Foor's promise to transfer the property. Ms. Neth insists that Ms. Foor subsequently breached the oral agreement by transferring the property to the Wrights. Under these circumstances, Ms. Neth concludes that the court erred in sustaining the preliminary objections and dismissing the breach of contract count in the amended complaint. We disagree.

The following principles govern our review of an order sustaining preliminary objections:

Our standard of review mandates that on an appeal from an order sustaining preliminary objections which would result in the dismissal of suit, we accept as true all well-pleaded material facts set forth in the [a]ppellant's complaint and all reasonable inferences which may be drawn from those facts. This standard is equally applicable to our review of [preliminary objections] in the nature of a demurrer.

Where, as here, upholding sustained preliminary objections would result in the dismissal of an action, we may do so only in cases that are clear and free from doubt. To be clear and free from doubt that dismissal is appropriate, it must appear with certainty that the law would not permit recovery by the plaintiff upon the facts averred. Any doubt should be resolved by a refusal to sustain the objections. We review for merit and correctness-that is to say, for an abuse of discretion or an error of law. This case was dismissed at the preliminary objections stage on issues of law; our scope of review is thus plenary.

Marks v. Nationwide Ins. Co., 762 A.2d 1098, 1099 (Pa.Super. 2000), appeal denied, 567 Pa. 751, 788 A.2d 381 (2001) (internal citations omitted) (quoting Donahue v. Federal Express Corp., 753 A.2d 238, 241 (Pa.Super. 2000)).

The following principles govern a breach of contract claim:

A cause of action for breach of contract must be established by pleading (1) the existence of a contract, including its essential terms, (2) a breach of a duty imposed by the contract and (3) resultant damages. While not every term of a contract must be stated in complete detail, every element must be specifically pleaded. Clarity is particularly important where an oral contract is alleged.

Pennsy Supply, Inc. v. American Ash Recycling Corp. of Pennsylvania, 895 A.2d 595, 599 (Pa.Super. 2006), appeal denied, 589 Pa. 722, 907 A.2d 1103 (2006) (internal citations and quotation marks omitted).

"Whether oral or written, a contract requires three essential elements: (1) mutual assent; (2) consideration; and (3) sufficiently definite terms." Glover v. Junior, 306 A.3d 899, 911 (Pa.Super. 2023) (en banc), appeal granted, ___Pa. ___, 314 A.3d 815 (2024). "The essential terms that must be identified and agreed to in order to form a valid contract for the sale of real estate are the naming of the specific parties, property, and consideration or purchase price." GMH Associates, Inc. v. Prudential Realty Group, 752 A.2d 889, 900 (Pa.Super. 2000), appeal denied, 568 Pa. 663, 795 A.2d 976 (2000).

An agreement is an enforceable contract wherein the parties intended to conclude a binding agreement and the essential terms of that agreement are certain enough to provide the basis for providing an appropriate remedy. If the essential terms of the agreement are so uncertain that there is no basis for determining whether the agreement has been kept or broken, there is not an enforceable contract.

United Environmental Group, Inc. V. GKK McKnight, LP, 176 A.3d 946, 963 (Pa.Super. 2017) (quoting Linnet v. Hitchcock, 471 A.2d 537, 540 (Pa.Super. 1984)). See also Greene v. Oliver Realty, Inc., 526 A.2d 1192 (Pa.Super. 1987), appeal denied, 517 Pa. 607, 536 A.2d 1331 (1987) (explaining that where parties include essential term but have expressed their intention ambiguously, contract may fail for indefiniteness).

Instantly, the trial court examined the averments in Ms. Neth's amended complaint and determined that she did not sufficiently establish the essential terms of the oral contract:

Here, the oral agreement allegedly included a provision that [Ms. Neth] was to pay property taxes, have the land surveyed, and pay for any permits required to place a mobile home on the property. However, there is nothing as to when [Ms.] Foor would transfer the property. In fact, it appears from the Amended Complaint that [Ms. Neth] resided on the property for 15 years, paying taxes all the while, but never approached [Ms.] Foor in that time about finalizing the transfer of the property. The instigating incident for this action was the actual transfer of the property to someone else, and not [Ms.] Foor's refusal to uphold her side of the alleged agreement. Therefore, it could be inferred that, but for the transfer, [Ms. Neth] would have continued residing on the property and paying the taxes indefinitely. Based on the Amended Complaint, there cannot have been a mutual understanding of the parties as to consideration when the alleged terms are so vague. [Ms. Neth's] Amended Complaint does not plead the minimum essential terms for the existence of a contract….

(Opinion and Order, filed 10/3/23, at 5) (internal footnote omitted). On this record, we cannot say the court committed an error of law or abused its discretion in reaching this conclusion.

In the...