J. A25041/15


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37


MARK FROST,                                 :     IN THE SUPERIOR COURT OF
MARK B. FROST & ASSOCIATES,                 :          PENNSYLVANIA
                                            :
                          Appellants        :
                                            :
                    v.                      :
                                            :
GREGG L. ZEFF                               :
THE ZEFF LAW FIRM                           :
THE LAW FIRM OF GREGG L. ZEFF               :
                                            :     No. 827 EDA 2015

                Appeal from the Order Entered February 12, 2015
              In the Court of Common Pleas of Philadelphia County
                  Civil Division No(s).: 003279 Feb. Term, 2013

MARK FROST,                         :             IN THE SUPERIOR COURT OF
MARK B. FROST & ASSOCIATES,         :                  PENNSYLVANIA
                                    :
               v.                   :
                                    :
GREGG L. ZEFF                       :
THE ZEFF LAW FIRM, LLC,             :
THE LAW FIRM OF GREGG L. ZEFF       :
AND FROST & ZEFF, P.C.,             :
                                    :
                         Appellants :             No. 829 EDA 2015

                Appeal from the Order Entered February 12, 2015
              In the Court of Common Pleas of Philadelphia County
                Civil Division No(s).: 130203279 Feb. Term, 2013

BEFORE: DONOHUE, MUNDY, and FITZGERALD,* JJ.

MEMORANDUM BY FITZGERALD, J.:                     FILED DECEMBER 11, 2015




*
    Former Justice specially assigned to the Superior Court.
J.A25041/15


      Appellants/Cross-Appellees (“Appellants”), Mark Frost and Mark B.

Frost & Associates, appeal from the order entered on September 24, 2014,1

in the Philadelphia County Court of Common Pleas granting Appellees/Cross-

Appellants (“Appellees”), Gregg L. Zeff’s and The Law Firm of Gregg L.

Zeff’s, motion for summary judgment which dismissed all claims against

Appellees with prejudice and dismissed Appellees’ crossclaims against co-

defendant Frost & Zeff, P.C. Appellees filed a cross-appeal from the order

entered February 12, 2015 which provided as follows:

         [U]pon consideration of [Appellants’] Motion for Summary
         Judgment on [Appellees’] counterclaims and any
         responsive pleadings, it is ORDERED as follows:

         1. [Appellants’] Motion for summary Judgment on all
         claims is GRANTED.

         2. All claims against [Appellants] are DISMISSED WITH
         PREJUDICE.

Order, 2/12/15.

      Appellants contend that they (1) have standing to sue Appellees, (2) in

the alternative, they should have been granted leave to amend their

complaint and (3) the applicable statute of limitations has not run.

Appellees contend they have standing to seek reinstatement of their

counterclaims against Appellants and their claims are not barred by the

statute of limitations. We affirm.

1
  We note that the September 24, 2014 order was not a final order because
there were claims remaining that had not been disposed of by the trial court.
See Levitt v. Patrick, 976 A.2d 581, 588 (Pa. Super. 2009).



                                     -2-
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     On March 1, 2013, Appellants filed a writ of summons against

Appellees, and on July 1, 2013, they filed a complaint. Appellant Mark Frost

was a majority shareholder of the law firm Frost & Zeff, P.C., a lawfirm and

professional corporation, from approximately 1996 to March of 2009.

Appellants’ Compl., 7/1/13, at ¶ 1, 2. Appellee Gregg L. Zeff was a minority

shareholder of Frost & Zeff, P.C. Id. at ¶ 3. “Frost & Zeff is, at all times

material since approximately 1996, a professional corporation . . . .”

Id. at ¶ 5 (emphasis added). “Frost and Zeff has not conducted business

since approximately March of 2009.” Id.

     “From the years 1997-2008, there were insufficient funds to pay Frost

his salary due to Zeff’s failure to provide revenues and work diligently on

cases pursuant to the agreements entered into for the firm.” Id. at ¶ 13.

“From the year 2000 through February, 2009, Frost generated 75%-80% of

all fees. . . .” Id. at ¶ 15. “During the years 2001 and 2002, Zeff was not

generating revenue to the firm in accordance with the oral agreement[2] in

2000 that he would generate 1/3 of the fees.”       Id. at ¶ 16 (emphasis

added). “In 2004, Frost once again generated over 80% of fees for the firm.

Frost & Zeff was still in debt at the end of the 2004 year due to Zeff not


2
  Our review of the record does not reveal a written contract. Appellants
aver, incorporating paragraphs one through eighty-seven of the complaint,
that “[Appellant”] Frost and [Appellee] Zeff agreed to make payments and
take other action as set forth above.” Id. at ¶ 88-89. Appellants contend
“Zeff has breached said agreement.” Id. at ¶ 90.




                                   -3-
J.A25041/15


generating the 1/3 revenue that was agreed upon.” Id. at ¶ 24. “During

2007 and 2008, Frost & Zeff continued to have . . . debts from vendors . . .

.” Id. at ¶ 35.

      “In March 2009, Zeff told Frost that he was leaving the firm without

any agreements to settle the remaining debts . . . .” Id. at ¶ 42. “At the

time Zeff stated that he would leave the firm, there were multiple legal

malpractice cases instituted against Zeff and Frost & Zeff [i.e., F&Z]. All of

these cases were matters Zeff had handled as a shareholder of Frost & Zeff.”

Id. at ¶ 65. “[Appellee] Zeff has further refused to contribute monies not

only to pay Frost for monies expended to pay F&Z debt, but also to pay

creditors to the detriment of Frost & Zeff which will cause other vendors to

sue Frost & Zeff . . . .” Id. at ¶ 83. “Zeff’s failure to use monies from the

firm’s cases wherein he has collected fees that should have been used to pay

F&Z debt will further cause the firm to go into debt . . . .”    Id. at ¶ 84.

“Since leaving Frost & Zeff and taking F&Z’s clients to his new law firms, Zeff

has not provided an accounting of the cases that he took with him.” Id. at ¶

86.   In the complaint, Appellants alleged claims for breach of contract,

unjust enrichment, conversion and breach of fiduciary duty.3 Id. at ¶¶ 90-

91, 95, 99, 104.


3
  We note that Appellants concede that the claims for which the applicable
statute of limitations is two years, viz., breach of fiduciary duty and
conversion, are barred: ”Admittedly, the break-up of Frost & Zeff occurred
outside of the two-year window from the filing of the instant action.”



                                     -4-
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     On July 22, 2013, Appellees filed an answer with new matter,

counterclaims and crossclaim.    Appellees raised the affirmative defense of

the statute of limitations in their new matter.   Answer with New Matter,

Countercl. and Pa.R.C.P. 1031.1 Cross-cl. on Behalf of [Appellees], 7/22/13,

at ¶ 107.    The counterclaims stated claims for fraud, constructive fraud,

conversion, unjust enrichment, misrepresentation, breach of fiduciary duty,

accounting, negligence, breach of fiduciary duty, and accounting.4 Id. at ¶¶

100, 105, 108, 111, 114, 117, 122, 124, 145, 148.         In the crossclaim,

Appellees incorporated their counterclaims and averred that Frost & Zeff,

P.C. were alone liable on the causes of action set forth in Appellants’

complaint. Id. at ¶ 151.

     On August 12, 2013, Appellants filed preliminary objections to

Appellees’ counterclaims. On October 31, 2013, Appellants filed an answer

to Appellees’ new matter, counterclaims and crossclaim.     Appellees filed a

motion for summary judgment on June 2, 2014.         Appellees contend that

Appellants lack standing to bring suit. Appellees’ Mot. for Summ. J., 6/2/14,

at ¶ 15.    Appellees aver that “the applicable statutes of limitations have

Appellants’ Mem. of Law in Opp’n to Appellees’ Mot. for Summ. J., 7/3/14, at
16 n.3. In the argument section of their brief, Appellants aver only that
their breach of contract and unjust enrichment claims are not barred by the
statute of limitations. Appellants’ Brief at 34.
4
 We note that the claims for breach of fiduciary duty and accounting were
averred against both “Frost and Mark B. Frost & Associates” and “Frost &
Zeff, P.C.”




                                    -5-
J.A25041/15


expired on all claims.”    Id. at ¶ 51.     Appellants filed a response to the

motion for summary judgment on July 3, 2014. In the memorandum of law

in opposition to the motion for summary judgment, Appellants averred “[t]o

the extent that the [c]ourt rules that [Appellants] do not have standing,

[Appellants] seek leave to file an Amended Complaint to indicate that

[Appellant] Frost’s claims are being brought on behalf of the corporation

Frost & Zeff, PC.” Appellants’ Mem. of Law in Opp’n to [Appellees’] Mot. for

Summ. J., 7/3/14, at 2.

      On September 24, 2014, the trial court granted Appellees’ motion for

summary judgment and dismissed all claims against Appellees with

prejudice. Appellee Zeff’s crossclaim was dismissed with prejudice. Order,

9/24/14.     The trial court denied the request for leave to file an amended

complaint.     Trial Ct. Op., 9/24/14, at 7 n.32.       On October 21, 2014,

Appellants filed a petition for determination of finality.   On November 20,

2014, the trial court denied the petition for determination of finality.

      On November 26, 2014, Appellants filed a motion for summary

judgment to dismiss Appellees’ counterclaims.5           Appellants contended


5
  The docket indicates that the motion for summary judgment is in the
certified record as document number 54. Our review of the record indicates
that it is not included in the certified record on appeal. However, our
Supreme Court held “that where the accuracy of a pertinent document is
undisputed, the Court could consider that document if it was in the
Reproduced Record, even though it was not in the record that had been
transmitted to the Court.” Pa.R.A.P. 1921 note (citing Commonwealth v.
Brown, 52 A.3d 1139, 1145 n.4 (Pa. 2012)). In this case, because the



                                      -6-
J.A25041/15


“Appellees lacked standing because all of the compensable harms alleged

were suffered by Frost & Zeff PC.” Appellant’s Mot. for Summ. J., 11/26/14,

at ¶ 26. Appellants averred “[i]n the alternative, even if [Appellees] have

standing, the applicable statutes of limitations have expired on all claims.”

Id. at ¶ 34.       On December 2, 2014, Appellants filed a praecipe to

supplement the motion. On January 9, 2015, Appellees filed an answer in

opposition to the motion for summary judgment. On February 12, 2015, the

court granted Appellants’ motion for summary judgment. Appellants filed a

timely appeal6 and Appellees filed a timely cross appeal. The parties were

not ordered to file Pa.R.A.P. 1925(b) statements of errors complained of on

appeal. The trial court filed a Pa.R.A.P. 1925(a) opinion.

       Appellants raise the following issues for our review:

          1. Do [Appellants] have standing to sue [Appellees], and
          therefore should [Appellees’] Motion for Summary
          Judgment be Denied?

          2. Even if [Appellants] lacked standing to bring certain
          claims individually, should Frost have been granted leave
          to amend his Complaint in Order to bring claims on behalf
          of Frost & Zeff, PC?

          3. Do [Appellants’] claims satisfy the applicable statutes of
          limitation, and therefore should [Appellees’] Motion for
          Summary Judgment be Denied?

Appellants’ Brief at 5.

motion for summary judgment is part of the reproduced record and neither
party has disputed its accuracy, we can consider it.
6
    See note 1 supra.



                                      -7-
J.A25041/15


        In their cross-appeal, Appellees raise the following issues:

           1. Whether the trial court erred in failing to find that
           [Appellees’] Counter-claimants had standing.

           2. Whether the trial court erred in failing to find that
           [Appellees’] Counter-claimants’ claims were within the
           statute of limitations?

Appellees Brief at 5.7

        First, Appellants contend that they have standing to sue Appellees and

therefore the court erred in granting Appellees’ motion for summary

judgment. Appellants aver

           First, the gravamen of [Appellants’] complaint is that Zeff’s
           actions after the break─up of Frost & Zeff, PC were
           improper and caused injury not only to Mark Frost
           individually, but also to Mark B. Frost & Associates. This is
           not a situation where a shareholder is injured simply by
           the loss of value or assets due to the corporation, unlike in
           Hill,[8] which pertained exclusively to conduct undertaken
           during the existence of the corporation and to loss in value
           of and assets due to the company.

                                    *    *    *

           . . . Frost and his current firm Mark B. Frost & Associates
           have directly expended monies and time in defending
           various lawsuits against Frost & Zeff, where it was agreed
           upon between Frost and Zeff after the break-up of the
           firm that Frost would be reimbursed.

                                    *    *    *


7
    Appellees denominate their brief as “Brief of Defendants-Appellants.”
8
  Appellants refer to Hill v. Ofalt, 85 A.3d 540 (Pa. Super. 2014).         See
discussion, infra.




                                        -8-
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            Further, [Appellant] Frost individually and his firm have
         made agreements with Zeff regarding the payment of
         certain   monies    from    cases     and    regarding   the
         reimbursement of monies for Frost and Mark B. Frost &
         Associates’ defense of lawsuits involving the former firm.

                                 *    *    *

            Finally, even if the court rules that some or all of the
         injuries suffered are not sufficiently independent of the
         corporation Frost & Zeff, this should not affect the standing
         of Mark B. Frost & Associates. For all practical purposes,
         Mark B. Frost & Associates─owned solely by Mark Frost
         himself─has served as the successor law firm to Frost &
         Zeff, PC.

                                 *    *    *

            Further, even if this Court finds that [Appellants] do not
         have standing to enforce a breach of contract claim against
         [Appellees], [Appellants] still nonetheless must have
         standing to enforce the unjust enrichment claim against
         them. As noted above, the Court in Hill found that the
         shareholder of a corporation could not have a claim based
         on actions taking during the operation of the corporation.
         Here, however, [Appellant] claims that Zeff took certain
         improper actions after the break-up of Frost & Zeff, PC in
         March of 2009.

                                 *    *    *

         In sum, there exist several instances in which Frost and
         Mark B. Frost & Associates─after the breakup of Frost &
         Zeff─have expended time and money in defending the
         firm’s interest in litigation, and where Zeff has improperly
         retained monies. . . .

Appellants’ Brief at 22-23, 25-29 (emphasis in original).

      Our review is governed by the following principles:

            [O]ur standard of review of an order granting summary
         judgment requires us to determine whether the trial court
         abused its discretion or committed an error of law[,] and


                                     -9-
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         our scope of review is plenary. We view the record in the
         light most favorable to the nonmoving party, and all
         doubts as to the existence of a genuine issue of material
         fact must be resolved against the moving party. Only
         where there is no genuine issue as to any material fact and
         it is clear that the moving party is entitled to a judgment
         as a matter of law will summary judgment be entered.

Clausi v. Stuck, 74 A.3d 242, 247-48 (Pa. Super. 2013) (quotation marks

and citations omitted).

      In Hill, this Court opined:

             In Pennsylvania, only the corporation and “a
         shareholder . . . by an action in the right of the
         corporation” may bring a lawsuit and claim that a director
         breached the standard of care owed to the corporation. 15
         Pa.C.S.A. § 1717. 15 Pa.C.S.A. § 1717, entitled
         “[l]imitation on standing,” provides in relevant part:

            The duty of the board of directors, committees of the
            board and individual directors under [15 Pa.C.S.A. §]
            1712 (relating to standard of care and justifiable
            reliance) is solely to the business corporation and
            may be enforced directly by the corporation or may
            be enforced by a shareholder, as such, by an action
            in the right of the corporation, and may not be
            enforced directly by a shareholder or by any other
            person or group.

         15 Pa.C.S.A. § 1717.            Further, under established
         Pennsylvania law, a shareholder does not have standing to
         institute a direct suit for “a harm [that is] peculiar to the
         corporation and [that is] only [ ] indirectly injurious to
         [the] shareholder.” Reifsnyder v. Pgh. Outdoor Adver.
         Co., [ ] 173 A.2d 319, 321 ([Pa.] 1961). Rather, such a
         claim belongs to, and is an asset of, the corporation.

            To have standing to sue individually, the
         shareholder must allege a direct, personal injury—
         that is independent of any injury to the corporation—
         and the shareholder must be entitled to receive the benefit
         of any recovery.   See id.; Burdon v. Erskine, [ ] 401


                                    - 10 -
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       A.2d 369, 370 ([Pa. Super.] 1979) (en banc ) (“[a]n injury
       to a corporation may . . . result in injury to the
       corporation’s stockholders.         Such injury, however, is
       regarded as ‘indirect’, and insufficient to give rise to a
       direct cause of action by the stockholder”); Fishkin v. Hi–
       Acres, Inc., [ ] 341 A.2d 95, 98 n.4 ([Pa.] 1975) (“[i]f the
       injury is one to the plaintiff as a stockholder and to him
       individually, and not to the corporation, it is an individual
       action”) (internal quotations and citations omitted); White
       v. First Nat'l Bank, [ ] 97 A. 403, 405 ([Pa.] 1916) (“a
       stockholder can maintain a[ direct] action where the act of
       which complaint is made is not only a wrong against the
       corporation, but is also in violation of duties arising from
       contract or otherwise, and owing to him directly. . . . But
       the difficulty with the plaintiff’s case is that he has failed to
       show any injury to himself apart from the injury to the
       corporation, in which he is a stockholder”); Tooley v.
       Donaldson, Lufkin, & Jenrette, Inc., 845 A.2d 1031,
       1039 (Del. 2004) (holding that, to determine whether a
       shareholder’s claim is direct or derivative, “a court should
       look to the nature of the wrong and to whom the relief
       should go. The stockholder’s claimed direct injury
       must be independent of any alleged injury to the
       corporation. The stockholder must demonstrate that the
       duty breached was owed to the stockholder and that he or
       she can prevail without showing an injury to the
       corporation”). As is hornbook law:

          If the injury is one to the plaintiff as a shareholder as
          an individual, and not to the corporation, for
          example, where the action is based on a contract to
          which the shareholder is a party, or on a right
          belonging severally to the shareholder, or on a fraud
          affecting the shareholder directly, or where there is a
          duty owed to the individual independent of the
          person’s status as a shareholder, it is an
          individual action. If the wrong is primarily against
          the corporation, the redress for it must be sought by
          the corporation, except where a derivative action by
          a shareholder is allowable, and a shareholder cannot
          sue as an individual. . . . Whether a cause of action
          is individual or derivative must be determined from
          the nature of the wrong alleged and the relief, if any,
          that could result if the plaintiff were to prevail.


                                    - 11 -
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            In determining the nature of the wrong alleged,
            the court must look to the body of the
            complaint, not to the plaintiff’s designation or
            stated intention.    The action is derivative if the
            gravamen of the complaint is injury to the
            corporation, or to the whole body of its stock or
            property without any severance or distribution
            among individual holders, or if it seeks to recover
            assets for the corporation or to prevent dissipation of
            its assets. . . . If damages to a shareholder result
            indirectly, as the result of an injury to the
            corporation, and not directly, the shareholder cannot
            sue as an individual.

         12B     FLETCHER     CYCLOPEDIA     of   the    LAW    of
         CORPORATIONS § 5911 (2013); see also ALI Principles of
         Corporate Governance § 7.01(a) (“[a]n action in which the
         holder can prevail only by showing an injury or breach of
         duty to the corporation should be treated as a derivative
         action”).

Id. at 548-49 (emphases added).

      The trial court opined:

             Upon review, this court finds [Appellants] lack standing
         to assert breach of contract and unjust enrichment
         because any breach of contract and unjust enrichment
         claims belong to Frost & Zeff as a professional corporation
         rather than to [Appellants] individually.        [Appellees’]
         alleged failure to pay debts due to the firm is an injury
         suffered by the firm rather than [Appellants] individually. .
         . . Any injuries suffered by [Appellants] individually were
         as a result of harm done to Frost & Zeff. Therefore, this
         court determines the breach of contract claim and unjust
         enrichment claim is only proper as a derivative action, and
         because [Appellants] sought strategically to bring a direct
         suit alleging injury to the firm, [Appellants] do not have
         proper standing to assert their breach of contract and
         unjust enrichment claim for monies “due to the firm.”

Trial Ct. Op., 9/24/14, at 6-7 (footnotes omitted).



                                    - 12 -
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      We agree no relief is due. The gravamen of Appellants’ complaint is

injury to the professional corporation.      See Hill, 85 A.3d at 548-49.

Appellants have not alleged an injury that is independent of any alleged

injury to the professional corporation. See id. Therefore, Appellants do not

have standing to bring the cause of action. See id. We discern no abuse of

discretion of error of law by the trial court in granting Appellees’ motion for

summary judgment. See Stuck, 74 A.3d at 242.

      Next, Appellants claim that even if they lacked standing to bring

certain claims individually, Appellants should have been granted leave to

amend their complaint in order to bring claims on behalf of Frost & Zeff, P.C.

Initially, we consider whether counsel followed the proper procedure.

Appellants requested to amend their complaint in their memorandum of law

in response to Appellees’ motion for summary judgment.        See Appellants’

Mem. of Law in Opp’n to [Appellees’] Mot. for Summ. J., 7/3/14, at 2.

      This court has stated:

         [The a]ppellant asserts that the trial judge erred in not
         permitting him to amend his complaint so as to insert
         sufficient particularity. The record reveals no such request
         on his part. Although appellant contends that he sought
         leave to amend at the time appellee filed his Motion for
         Summary Judgment, his “request” was merely an
         argument contained in a Memorandum of Law opposing
         the Summary Judgment. Nowhere was it embodied within
         a formal motion or petition.

         Concededly, a liberal right of amendment is afforded to all
         litigants pursuant to Pa.R.C.P. No. 1033. However, the
         right to amend will be withheld if there does not appear to



                                    - 13 -
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        be a reasonable possibility that amendment will be
        successful.

Spain v. Vicente, 461 A.2d 833, 837 (Pa. Super. 1983). In Vicente, this

Court considered whether the trial court erred in denying the request to

amend the complaint and found no abuse of discretion because the statute

of limitations had run on the cause of action. Id. at 837. Analogously, we

will consider whether Appellants should have been granted leave to file an

amended complaint. See id.

           Pennsylvania Rule of Civil Procedure 1033 provides that
        a party, by consent or leave of court, “may at any time
        change the form of action, correct the name of a party or
        amend his pleading.”        Pa.R.C.P. 1033.      However,
        amendment of a complaint after the statute of
        limitations has expired will not be permitted where
        the amendment attempts to bring a new party into the
        action. As our Court has stated in a prior case:

           A plaintiff may not add a new defendant after
           the applicable statute of limitations has
           expired.      Thus, in cases where the statute of
           limitations has expired and a party seeks to amend
           its pleading to correct the name of party, the issue is
           whether the proposed amendment adds a new party
           to the litigation or merely corrects a party name. If
           an amendment constitutes a simple correcting of the
           name of a party, it should be allowed, but if the
           amendment in effect adds a new party, it should be
           prohibited.

           If the proper party was sued but under the wrong
           designation, the correction will be allowed.
           However, where the wrong party was sued and the
           amendment is designed to substitute another,
           distinct party, it will be disallowed.




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Ferraro v. McCarthy-Pascuzzo, 777 A.2d 1128, 1132-33 (Pa. Super.

2001) (quotation marks and citations omitted); see also Kincy v. Petro, 2

A.3d 490, 497 (Pa. 2010).

     “An action upon an express contract not founded upon an instrument

in writing” is four years. 42 Pa.C.S. § 5525(a)(3). In Sevast v. Kakouras,

915 A.2d 1147 (Pa. 2007), our Pennsylvania Supreme Court opined:

        Generally speaking, the statute of limitations begins to run
        as soon as the right to institute and maintain the suit
        arises. “Whether a complaint is timely filed within the
        limitations period is a matter of law for the court to
        determine.” The cause of action which [the a]ppellee
        brought before the court is based upon a theory of unjust
        enrichment. According to statute, there is a four-year
        statute of limitations for such causes of action. See 42
        Pa.C.S. § 5525(a)(4); Cole v. Lawrence, 701 A.2d 987,
        989 (Pa. Super. [ ] 1997) (stating plaintiff’s claim for
        unjust enrichment, an action based on a contract implied
        at law, is subject to a four-year statute of limitations).

Id. at 1153 (footnotes and some citations omitted).

     Appellants aver that their claims for breach of contract and unjust

enrichment fall within the applicable statute of limitations.     Appellants

contend that “all claims from March 1, 2009 onward have been timely filed

for purposes of the breach of contract and unjust enrichment claims.”

Appellants’ Mem. of Law in Opp’n to [Appellees’] Mot. for Summ. J., 7/3/14,

at 17. Appellants conclude that Appellee “Zeff’s actions after he announced

his intention to leave the firm form the gravamen of [Appellants’] complaint,

and all clearly took place beginning in March of 2009 and beyond.

Therefore, [Appellants’] claims for breach of contract and unjust enrichment


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fall within the applicable statute of limitation . . . .” Id. (footnote omitted).

Appellants       assert   that   “given   that   claims   are   made   against   Zeff’s

subsequent firms, the Zeff Law firm and Law Offices of Gregg Zeff, these

claims obviously pertain to matters occurring during and after the break-up

of Frost & Zeff, PC in March of 2009.” Appellants’ Brief at 37. We find no

relief is due.

      Instantly, the trial court opined:

          [Appellants] ask this court to allow leave to amend
          [Appellants’] complaint to name Frost & Zeff as a plaintiff.
          However, given that discovery is complete, the statute of
          limitations has run on all possible breach of contract and
          unjust enrichment claims, and there is no reason that
          [Appellants] could not have asked for leave to amend their
          complaint earlier, this court does not grant leave to
          amend.     In filing direct claims rather than derivative,
          [Appellants] have elected to disassociate themselves from
          the corporation rather than to avail themselves of the
          remedies set forth for individuals in this very situation, i.e.,
          shareholder derivative suits. [Appellant] Frost elected to
          incorporate Frost & Zeff, and must follow the remedies set
          forth within the law for any damages he may have suffered
          as a result. Where the statute of limitations has run,
          amendments will not be allowed which introduce a new
          cause of action or bring in a new party.

Trial Ct.Op. at 7 n.32 (citations omitted).

      The statute of limitations has run on the claims for breach of contract

and unjust enrichment. See 42 Pa.C.S. § 5525(a)(3)-(4); Kakouras, 915

A.2d at 1153.       Frost & Zeff, P.C. dissolved on or about March 2009.           The

request for leave to amend the complaint was made in the memorandum of

law filed on July 3, 2014. The amendment would in effect add a new party



                                          - 16 -
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outside of the statute of limitations, therefore it is prohibited. 9         See

Ferraro, 777 A.2d at 1132-33; Vicente, 461 A.2d at 837

        Order affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary

Date: 12/11/2015




9
    We note that Appellees aver

           at this time [they] seek a full dismissal of all claims in this
           matter, including the counterclaims, even though the
           counterclaims that are the subject of this appeal are valid.
           Zeff seeks dismissal/affirmance of all claims by Frost and
           his own counterclaims,          because    pursuit of the
           counterclaims appear to be fruitless against the Frost
           parties who are of questionable solvency.

Appellees’ Brief at 7-8/



                                       - 17 -
