J-A01034-15

NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P 65.37

GREENVILLE SURGICAL ASSOCIATES, : IN THE SUPERIOR COURT OF
P.C.,                           :      PENNSYLVANIA
                                :
              Appellee          :
                                :
         v.                     :
                                :
RODOLFO ARREOLA, M.D.,          :
                                :
              Appellant         : No. 678 WDA 2014

              Appeal from the Judgment entered April 7, 2014,
                   Court of Common Pleas, Erie County,
                      Civil Division at No. 14153-2004


GREENVILLE SURGICAL ASSOCIATES, : IN THE SUPERIOR COURT OF
P.C.,                           :      PENNSYLVANIA
                                :
              Appellee          :
                                :
         v.                     :
                                :
RODOLFO ARREOLA, M.D.,          :
                                :
              Appellant         : No. 737 WDA 2014

                Appeal from the Order dated April 22, 2014,
                   Court of Common Pleas, Erie County,
                     Civil Division at No. 14153-2004

BEFORE: FORD ELLIOTT, P.J.E., DONOHUE and ALLEN, JJ.

MEMORANDUM BY DONOHUE, J.:                             FILED JULY 8, 2015

      Rodolfo Arreola, M.D. (“Dr. Arreola”) appeals from the April 7, 2014

judgment entered in favor of Greenville Surgical Associates, P.C. (“GSA”)

following a non-jury trial, and the April 22, 2014 order denying Dr. Arreola’s

post-trial motions. Upon review, we reverse the judgment and remand for
J-A01034-15


the entry of judgment in favor of Dr. Arreola, rendering the April 22, 2014

order moot.1

     Beginning in approximately 1990, James J. Kolenich, M.D. (“Dr.

Kolenich”), a board-certified general surgeon, served as the lone officer and

shareholder of GSA. In 2001, he began discussing with UPMC Horizon, the

hospital with which GSA was affiliated, the need for a second surgeon in the

area and at GSA. To that end, UPMC Horizon recruited Dr. Arreola. On July

30, 2001, Dr. Arreola, GSA and UPMC Horizon signed a recruitment

agreement, which provided, in pertinent part, as follows:

           2. Commencing on or before the Start Date and
           continuing  throughout    the    term     of   this
           Agreement,     [Dr.  Arreola]     shall   practice
           medicine on a full-time basis in Hospital’s
           Service Area and outlying communities, excluding
           any other employment or professional duties, as are
           usual and customary in the area of [Dr. Arreola]’s
           specialty.

                                 *    *    *

           5. During the first two years of this Agreement,
           Hospital shall advance [GSA] on behalf of [Dr.
           Arreola] on a monthly basis, sums of money to
           guarantee that for the first two years of [Dr.
           Arreola]’s practice at Hospital (“Guarantee Period”),


1
   On September 2, 2014, GSA filed a motion to quash the instant appeal
based upon Dr. Arreola’s alleged failure to preserve several arguments
before the trial court for appeal. See generally Motion to Quash Appeal,
9/2/14. Because we base our decision entirely on arguments preserved in
the court below, we deny the motion. See Dr. Arreola’s Proposed Findings
of Fact and Conclusions of Law, 10/3/11, ¶¶ 31, 49, 59-61, 72, 156, 158-
159; Dr. Arreola’s Motion for Post-Trial Relief, 10/29/13, ¶¶ 53-58, 62, 66-
71.


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J-A01034-15


          [Dr. Arreola] receives actual cash receipts equal to
          $300,000 in the first year of the Guarantee Period
          and $324,000 in the second year of the Guarantee
          Period,

              (a) During this Agreement, on or before the 15th
              day of each month, [GSA] shall submit to Hospital
              a statement identifying the cash receipts
              attributable to [Dr. Arreola]’s practice during the
              prior month(s). Within 30 days of receipt of that
              statement and subject to such verification as is
              reasonably necessary, Hospital will advance to
              [GSA] on behalf of [Dr. Arreola] an amount
              calculated as (i) $25,000 monthly during the
              first 12 months of the Guarantee Period and
              $27,000 monthly during the last 12 months
              of the Guarantee Period (the “Monthly
              Guarantee Amount”) minus (ii) any and all cash
              receipts for the month from whatever source
              attributable    to    [Dr.    Arreola]’s   practice
              (“Payments”). Notwithstanding this paragraph
              5(a), Hospital will advance each of the first three
              Monthly Guarantee Amounts on or before the 1st
              business day of these three months beginning
              with the Start Date.

              (b) Payments when advanced by Hospital to
              [GSA] shall be treated as a loan to [GSA]
              and shall be subject to repayment with
              interest on such sums from the date they were
              advanced computed at the prime rate of interest
              on the date of this Agreement reported by the
              Wall Street Journal plus 1% (the “Applicable
              Interest Rate”) in accordance with Sections 5, 6
              and 7 of this Agreement and documented with a
              promissory note in the form attached hereto as
              Exhibit “B” (the “Note”).

              (c) If in any month during the Guarantee
              Period the [Dr. Arreola]’s cash receipts (i.e.,
              5(a)(ii)  above)   exceeds     the    Monthly
              Guarantee Amount (i.e., 5(a)(i)), such excess
              shall be immediately paid to Hospital by



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J-A01034-15


              [GSA] to the extent of any unpaid loan balance
              and accrued interest on account of prior advances
              by Hospital (“Paybacks”).

              (d) For purposes of determining the Monthly
              Guarantee Amount, the parties agree that
              the amount was determined based on an
              annual salary for the [Dr. Arreola] of
              $160,000 and $184,000 in Years 1 and 2 of
              the Guarantee Period respectively as well as
              expenses directly attributable to [Dr.
              Arreola]’s practice which shall mean those
              reasonable costs and expenses directly
              related to the operation of [Dr. Arreola]’s
              practice as outlined in Exhibit C. Allowable
              expenses shall not include, among other things,
              any personal expenses such as an automobile,
              personal debts or loans and any payment to [Dr.
              Arreola]’s deferred compensation plan and/or the
              allocation/reallocation of any practice expenses
              that existed prior to initiation of [Dr. Arreola]’s
              practice.

                                *    *    *

          7. Notwithstanding the above, as an alternative
          means of repayment, Hospital agrees that the Net
          Amount advanced by Hospital … shall be
          forgiven and the Note executed as of such date
          shall be canceled if, at all relevant times up
          until and throughout the Guarantee End Date,
          [Dr. Arreola] and [GSA] have met (as
          applicable) all of the following requirements:

              (a) [Dr. Arreola] shall have engaged in the
              full-time practice of General Surgery in the
              Hospital’s Service Area at Hospital and made
              services available to the public in accordance
              with the provisions of this Agreement;

              (b) [Dr. Arreola] shall have worked a normal work
              week as is customary for [Dr. Arreola]’s in the




                                    -4-
J-A01034-15


              area who practice in [Dr. Arreola]’s specialty
              unless unable to do so due to disability;

              (c) [Dr. Arreola] and [GSA] shall not have
              restricted the number of Medicare and Medicaid
              patients treated by [Dr. Arreola] or [GSA];

              (d) [Dr. Arreola] and [GSA] shall have accepted
              patients referred by Hospital's referral service
              irrespective of ability to pay;

              (e) [Dr. Arreola] and [GSA] shall not have limited
              the number of indigent or charitable patients seen
              or treated and shall have kept adequate records
              of all such patients and made those records
              available to Hospital upon reasonable request;

              (f) [Dr. Arreola] shall have assisted Hospital in its
              educational programs as may be reasonably
              requested by Hospital;

              (g) [Dr. Arreola] shall have participated in a call
              coverage arrangement, irrespective of the
              patients’ ability to pay;

              (h) Subject to also fulfilling his other duties
              hereunder, [Dr. Arreola] shall have assisted
              Hospital in the development of community
              services as may be reasonably requested by
              Hospital, and

              (i) [Dr. Arreola] and [GSA] shall have
              otherwise satisfied all of his/its obligations
              under this Agreement.

                                 *    *    *

          14. The commencement date of this Agreement
          shall be September 1, 2001 and it shall
          terminate on August 31, 2007, unless otherwise
          set forth in this Agreement.




                                     -5-
J-A01034-15


Plaintiff’s Exhibit 1 (Recruitment Agreement), ¶¶ 2, 5, 7, 14 (emphasis

added). The promissory note, referenced above and included as Exhibit B to

the recruitment agreement, included a promise by Dr. Arreola and GSA to

pay the full amount of the money loaned by UPMC Horizon to GSA for the

months Dr. Arreola’s cash receipts totaled less than the Monthly Guaranteed

Amount.     Exhibit C to the recruitment agreement set forth a detailed

schedule of expenses that the Monthly Guaranteed Amount was to cover:

   ANNUAL PRACTICE EXPENSES                       YEAR 1     YEAR 2

   Physician Gross Salary                         $160,000   $184,000
   Part Time Secretary (increase RN hours)         $40,000   $40,000
   Pension                                         $22,000   $22,000
   Malpractice Insurance                           $20,000   $20,000
   Term Life Insurance                             $2,400    $2,400
   Cell Phone                                      $1,100    $1,100
   Gas Credit Card                                 $2,100    $2,100
   Meetings and Board Exams                        $4,000    $4,000
   Journals                                        $350      $350
   Disability Insurance                            $6,000    $6,000
   Phone & Advertising                             $7,500    $7,500
   Health Insurance                                $5,300    $5,300
   Personal Liability Insurance                    $1,100    $1,100
   Workers Compensation                            $750      $750
   Dues for Professional Organizations             $1,450    $1,450
   Extra Office Supplies                           $6,800    $6,800
   Extra Office Space (800 sq.ft. @ $12/sq.ft.)   $9,600     $9,600
   Contingency Expenses                            $4,000    $4,000
   Legal & Accounting Costs                        $5,550    $5,550

                          TOTAL EXPENSES          $300,000   $324,000

Id. at Exhibit C.

      Also on or about July 30, 2001, Dr. Arreola and GSA entered into an

employment contract, which stated, in relevant part:           “[Dr. Arreola]



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J-A01034-15


expressly agrees to indemnify and hold [GSA] harmless from and against

any indebtedness, liabilities, costs, damages or other losses under the

Recruitment Agreement with UPMC Horizon … or the Promissory Note

attached   to   such   Recruitment   Agreement[.]”       Plaintiff’s   Exhibit   2

(Employment contract), ¶ 15(b).

      Dr. Arreola began working for GSA in September 2001. In accordance

with the recruitment agreement, UPMC Horizon issued money to GSA from

between September 2002 and September 2003 in amounts necessary to

cover the disparity between Dr. Arreola’s cash receipts for those months and

the Guaranteed Minimum Amount, $25,000 in 2002 and $27,000 in 2003.

The amount loaned by UPMC Horizon to GSA pursuant to the recruitment

agreement totaled $184,800.24.        Dr. Arreola’s cash receipts began to

exceed the Guaranteed Minimum Amount in July 2002 and continued to do

so almost continuously through the end of the Guarantee Period in

September 2003.2 The amount of income generated by Dr. Arreola for GSA

during his tenure with GSA totaled $702,947.42.

      During the Guarantee Period, GSA made expenditures to expand the

practice and remodel the office. In June 2003, Dr. Kolenich sent Dr. Arreola

a letter detailing his “intentions with regard to [Dr. Arreola’s] entry into the



2
   The record reflects that Dr. Arreola’s cash receipts did not exceed the
Guaranteed Minimum Amount in one month of 2002, when his receipts
totaled $19,509.     See Plaintiff’s Exhibit 5 (Dr. Arreola’s Receipts);
Defendant’s Exhibit A (Loan Balance Calculation).


                                     -7-
J-A01034-15


practice.” Defendant’s Exhibit E. Therein, Dr. Kolenich indicated that if Dr.

Arreola passed his boards in the fall of 2003, he believed Dr. Arreola could

“buy into” GSA as a shareholder of the corporation. Id.

      On July 18, 2003, Dr. Arreola gave Dr. Kolenich a letter of resignation.

In response thereto, Dr. Kolenich authored a letter to Dr. Arreola on July 29,

2003, in relevant part, “remind[ing]” Dr. Arreola “of the financial obligation

[he has] to UPMC/Horizon per [his] employment contract with [GSA],”

referring specifically to paragraph 15(b) of the employment contract.

Defendant’s Exhibit G (7/29/03 Letter from Dr. Kolenich to Dr. Arreola). On

September 19, 2003, Dr. Arreola ceased working for GSA and did not

continue to work in the UPMC Horizon service area.

      GSA made payments on the loans from UPMC Horizon in August 2002,

September 2002 and July 2003.       Because of the other expenditures GSA

made during the Guarantee Period, however, it was reportedly financially

unable to make any additional payments on the loans.            Following Dr.

Arreola’s departure from the UPMC Horizon practice area, GSA made two

additional payments to UPMC Horizon in November 2003 and December

2003, respectively, fully satisfying the outstanding debt owed pursuant to

the recruitment agreement.       The amount GSA repaid, including accrued

interest, totaled $209,699.76.

      On November 15, 2004, GSA commenced an action against Dr. Arreola

by filing a praecipe for writ of summons. One year later, GSA filed a nine-



                                     -8-
J-A01034-15


count complaint against Dr. Arreola.         Following multiple filings by both

parties, the case ultimately came before the trial court for a bench trial, held

on February 28, March 1, and May 25, 2011. By agreement of the parties,

the bench trial addressed only the first four counts of the complaint,

sounding    in    breach    of    contract     and    raising   a   claim    for

indemnification/contribution by Dr. Arreola to GSA.

      On April 5, 2012, the trial court entered an order and opinion.        The

trial court found Dr. Arreola liable to GSA based upon his failure to work in

UPMC Horizon’s service area for six years, concluding that this constituted a

“material breach,” of the recruitment agreement, causing GSA’s forfeiture of

the loan forgiveness provision contained therein.         Trial Court Opinion,

4/5/12, at 14-16.    The trial court determined that “GSA’s failure to make

payment obligations under the [r]ecruitment [a]greement[] was due to

GSA’s cash flow shortages,” and that this “was not a material breach” by

GSA of the recruitment agreement. Id. at 10, 14. It further concluded that

Dr. Arreola’s obligation pursuant to paragraph 15(b) of the employment

contract was not limited to those expenses appearing in Exhibit C to the

recruitment agreement, as those were only “projected expenses,” for which

UPMC Horizon would cover the cost through its loans.            Id. at 13.    It

therefore found Dr. Arreola liable to GSA for the $209,669.76 GSA paid to




                                     -9-
J-A01034-15


UPMC Horizon for loans pursuant to the recruitment agreement3 and

$182,7614 for other losses not contemplated by Exhibit C to the recruitment

agreement that GSA incurred during Dr. Arreola’s tenure.

      GSA filed a praecipe for the entry of judgment on April 18, 2012. On

May 30, 2012, Dr. Arreola filed a petition to strike or open the judgment

asserting that because there were five remaining counts of the complaint

still outstanding, the entry of judgment on the trial court’s April 5, 2012

order was improper.       The trial court denied the motion.         Dr. Arreola

appealed to this Court and we vacated the trial court’s order and remanded

the case for action on the remaining counts of GSA’s complaint and for Dr.

Arreola to file post-trial motions if he elected to do so. See GSA v. Arreola,

1151 WDA 2012 (Pa. Super. Sep. 9, 2013) (unpublished memorandum).

      On remand, GSA voluntarily discontinued the remaining outstanding

counts of the complaint on October 24, 2013.         On October 29, 2013, Dr.



3
  Relying on principals of joint and several liability and contribution, the trial
court also found that by signing the promissory note and breaching the
recruitment agreement, Dr. Arreola was required to reimburse GSA for half
of the amount it paid to UPMC in satisfaction of the loans – $104,849.88 –
but because it found that under the employment contract, “Dr. Arreola [was]
responsible for the entirety of the indebtedness,” it concluded that “this need
not be considered since GSA cannot recover the same loss twice.” Trial
Court Opinion, 4/5/12, at 12-13 & n.4.
4
  The trial court arrived at this number based upon the testimony of GSA’s
expert witness, Robert Sherbondy, who testified that during the two years of
Dr. Arreola’s employment, GSA suffered losses directly attributable to Dr.
Arreola’s employment of $182,761. Trial Court Opinion, 4/5/12, at 11; see
also Plaintiff’s Exhibit 3 (Robert Sherbondy Deposition), at 35-36.


                                     - 10 -
J-A01034-15


Arreola filed a timely post-trial motion. GSA filed an answer to the post-trial

motion on November 22, 2013. The parties filed briefs in support of their

respective positions, following which Dr. Arreola filed a motion requesting

leave to file a supplemental post-trial motion nunc pro tunc. GSA filed an

answer to this motion on March 14, 2014. Because more than 120 days had

passed since Dr. Arreola originally filed his post-trial motion and the trial

court had not yet issued a decision thereon, GSA filed a praecipe for the

entry of judgment on April 7, 2014. On April 23, 2014, Dr. Arreola filed a

timely notice of appeal from the entry of judgment.

      On April 22, 2014, the trial court entered an order denying Dr.

Arreola’s request to file a supplemental post-trial motion nunc pro tunc and

adopting its April 5, 2012 opinion and order. On May 2, 2014, Dr. Arreola

filed a timely notice of appeal from this order. On June 19, 2014, this Court

sua sponte consolidated the two appeals.

      Dr. Arreola raises the following issues on appeal for our review:

         A. Whether    the    trial   court   misinterpreted the
            recruitment agreement to find that Dr. Arreola had
            caused a forfeiture of loan forgiveness?

         B. Whether    the   trial  court   misinterpreted    the
            promissory note to find Dr. Arreola liable thereunder
            to GSA?

         C. Whether the trial court erred by misinterpreting the
            employment contract to find that Dr. Arreola was
            liable to GSA for GSA’s operating losses?




                                    - 11 -
J-A01034-15


         D. Whether the trial court           erred   by   awarding
            prejudgment interest?

         E. Whether the motion for leave to file [a] supplemental
            motion for post-trial relief should have been
            granted?

Dr. Arreola’s Brief at 1-2.5

      Dr. Arreola’s first three issues on appeal challenge the trial court’s

determination that he was responsible for indemnifying GSA for the money it

paid to UPMC Horizon under the recruitment agreement and for the money

GSA expended during his tenure for expenses outside of those amounts

included in Exhibit C to the recruitment agreement. These present questions

of contract interpretation. “Since contract interpretation is a question of law,

our review of the trial court’s decision is de novo and our scope is plenary.”

Bair v. Manor Care of Elizabethtown, PA, LLC, 108 A.3d 94, 96 (Pa.

Super. 2015) (citation and quotation marks omitted). The goal of contract

interpretation is to “ascertain the intent of the parties.”     Lenau v. Co-

eXprise, Inc., 102 A.3d 423, 429 (Pa. Super. 2014)

            In the cases of a written contract, the intent of the
            parties is the writing itself. If left undefined, the
            words of a contract are to be given their ordinary
            meaning. When the terms of a contract are clear and
            unambiguous, the intent of the parties is to be
            ascertained from the document itself. When,
            however, an ambiguity exists, parol evidence is
            admissible to explain or clarify or resolve the
            ambiguity, irrespective of whether the ambiguity is


5
  Based upon our resolution of Dr. Arreola’s first three issues, we need not
address the remaining two issues raised on appeal.


                                     - 12 -
J-A01034-15


            patent, created by the language of the instrument,
            or latent, created by extrinsic or collateral
            circumstances.

Id. at 429-30 (internal citations omitted).     Language in a contract is

“ambiguous” “if it is reasonably susceptible of different constructions and

capable of being understood in more than one sense.” Id. at 430. (citation

omitted).

     At the outset, we observe that the sole basis for finding any obligation

by Dr. Arreola to GSA is under the employment contract.       As Dr. Arreola

correctly observes, GSA and Dr. Arreola owed no duty to one another under

the promissory note and recruitment agreement. Dr. Arreola’s Brief at 26.

UPMC Horizon was the only entity with standing to sue to enforce the

recruitment agreement and promissory note; GSA could not.6 Thus, unless

Dr. Arreola failed to satisfy his obligations to GSA under the employment

contract, his obligations under the recruitment agreement are irrelevant for

purposes of this appeal. His alleged breach of the recruitment agreement –

let alone the materiality of the breach – by failing to work in the UPMC

Horizon service area for six years has no bearing on the outcome of this

case. The only question is whether Dr. Arreola breached or otherwise failed

to satisfy the requirements of the employment contract.




6
   We note that there are no obligations inter se under the promissory note,
it simply secured the recruitment agreement.


                                   - 13 -
J-A01034-15


     The provision of the employment contract central to this appeal is the

indemnity provision contained in paragraph 15(b).            “An agreement to

indemnify is an obligation resting upon one person to make good a loss

which another has incurred or may incur by acting at the request of the

former, or for the former’s benefit.”    Potts v. Dow Chem. Co., 415 A.2d

1220, 1221 (Pa. Super. 1979) (en banc) (citation omitted).          The right to

indemnification   depends,   in    relevant   part,   on   “the   scope   of   the

indemnification agreement; the reasonableness of the underlying claim; its

coverage by the indemnification agreement; [and] the reasonableness of the

alleged expenses[.]”   McClure v. Deerland Corp., 585 A.2d 19, 22 (Pa.

Super. 1991) (citation omitted).

     As stated above, pursuant to paragraph 15(b) of the employment

contract, Dr. Arreola “agree[d] to indemnify and hold [GSA] harmless from

and against any indebtedness, liabilities, costs, damages or other losses

under the Recruitment Agreement with UPMC Horizon … or the Promissory

Note attached to such Recruitment Agreement[.]”             Plaintiff’s Exhibit 2

(Employment Contract), ¶ 15(b).       The record reflects that Dr. Arreola did

just that – he generated sufficient revenue above the guaranteed monthly

amount ($25,000 for the first year, $27,000 for the second year) for enough

months to allow GSA to repay the money it received from UPMC Horizon

pursuant to the recruitment agreement.        N.T., 2/28/11, at 53; Plaintiff’s

Exhibit 5 (Dr. Arreola’s Receipts); Defendant’s Exhibit A (Loan Balance



                                     - 14 -
J-A01034-15


Calculation).   There was indebtedness created under the recruitment

agreement at the beginning of Dr. Arreola’s tenure – UPMC Horizon provided

loans to GSA in the months Dr. Arreola earned less than $25,000.         See

Plaintiff’s Exhibit 1 (Recruitment Agreement); Plaintiff’s Exhibit 5 (Dr.

Arreola’s Receipts); Plaintiff’s Exhibit 22 (Downing Exhibit 31). However, Dr.

Arreola earned revenue in excess of the guaranteed amount for all but one

month of the remaining time of his employment with GSA.        See Plaintiff’s

Exhibit 5 (Dr. Arreola’s Receipts), 22 (Downing Exhibit 31); Defendant’s

Exhibit A (Loan Balance Calculation).            Pursuant to the recruitment

agreement, GSA had an obligation to use the revenue earned by Dr. Arreola

over the guaranteed amount each month to repay the amounts previously

loaned by UPMC Horizon to GSA.        See Recruitment Agreement, ¶ 5(c).

Instead of repaying all of the money it owed to UPMC Horizon, the record

reflects that GSA decided to allocate the revenue earned by Dr. Arreola to

other sources, a decision over which Dr. Arreola had no control.     See Dr.

Arreola’s Brief at 20; Plaintiff’s Exhibit 4 (Sherbondy Deposition Exhibits);

Plaintiff’s Exhibit 17 (Ruthanne Beighley Deposition), at 33; Defendant’s

Exhibit H (Dr. Kolenich Deposition), at 59-60.

      To permit GSA to benefit from the revenue earned by Dr. Arreola

pursuant to the recruitment agreement and additionally require Dr. Arreola

to indemnify GSA for the money it paid to UPMC Horizon under the

recruitment agreement would be to allow double recovery by GSA.            By



                                    - 15 -
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earning revenue in excess of the Guaranteed Minimum Amount provided

under the recruitment agreement, Dr. Arreola paid what he owed to GSA as

indemnification.    See Potts, 415 A.2d at 1221.     To conclude otherwise

would lead to an absurd result based on a simple review of the numbers

alone – Dr. Arreola’s salary during his employment with GSA was $344,000

and he would be responsible for paying $209,699.76 to cover the loan that

GSA received from UPMC Horizon despite the fact that he brought into GSA

over $700,000 in revenue. See Plaintiff’s Exhibit 5 (Dr. Arreola’s Receipt);

N.T., 2/28/11, at 55.

     GSA’s “cash flow” does not weigh into this decision at all. See Trial

Court Opinion, 4/5/12, at 10, 14. To the contrary, the record reflects that

Dr. Arreola met his obligation to GSA as set forth in the employment

contract by generating revenue in excess of the Guaranteed Minimum

Amount, thus indemnifying GSA for the money it received from UPMC

Horizon to support Dr. Arreola’s employment.       That GSA allocated the

revenue Dr. Arreola generated to other sources – again, a decision over

which Dr. Arreola had no control – does not render Dr. Arreola liable for the

cost of the loan.   GSA’s ultimate repayment to UPMC Horizon for the loan

provided pursuant to the recruitment agreement does not constitute

additional “indebtedness, liabilities, costs, damages or other losses” for

which Dr. Arreola was liable pursuant to the employment contract.       See

Plaintiff’s Exhibit 2 (Employment Contract), ¶ 15(b).    He repaid GSA by



                                   - 16 -
J-A01034-15


earning revenue in excess of the guaranteed amount, and therefore satisfied

his indemnification obligation.

      We further agree with Dr. Arreola that the trial court inappropriately

awarded damages for costs incurred by GSA in excess of those contemplated

in Exhibit C to the recruitment agreement.    See Dr. Arreola’s Brief at 33.

The plain language of the employment contract only holds Dr. Arreola

responsible for “indebtedness, liabilities, costs, damages or other losses

under the Recruitment Agreement[.]” Plaintiff’s Exhibit 2 (Employment

Contract), ¶ 15(b) (emphasis added).         Exhibit C to the recruitment

agreement sets forth the annual practice expenses covered under the

recruitment agreement, the costs for which totaled $300,000 in the first

year and $324,000 in the second year, or $25,000 per month in the first

year and $27,000 per month in the second year.           Plaintiff’s Exhibit 1

(Recruitment Agreement), ¶ 5 & Exhibit C. Both Dr. Arreola and GSA were

aware of these amounts prior to entering into the employment contract and

the plain language of the employment contract only holds Dr. Arreola

responsible for the amounts included in the recruitment agreement. Indeed,

the record reflects that GSA requested the inclusion of additional anticipated

costs in Exhibit C, such as money for the purchase of a new computer

system that Dr. Kolenich had already been considering purchasing, but

UPMC Horizon did not agree to include any other expenses. N.T., 2/28/11,




                                    - 17 -
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at 83; Plaintiff’s Exhibit 14 (Letter from Dr. Kolenich to Dave D’Urso of UPMC

Horizon).

     We recognize that Attorney Ruthanne Beighley, the drafter of the

employment contract, testified that she intended the language in paragraph

15(b) of the employment contract “to cover losses associated with the

employment of [Dr. Arreola],” not specifically limited to those amounts listed

in Exhibit C to the recruitment agreement.         See Plaintiff’s Exhibit 17

(Ruthanne Beighley Deposition), at 21.       We also acknowledge that GSA’s

expert, Robert Sherbondy, testified that losses incurred by GSA of $182,761

during Dr. Arreola’s tenure with GSA were “directly related to the

employment of [Dr. Arreola].”    See Plaintiff’s Exhibit 3 (Robert Sherbondy

Deposition), at 35-36. We conclude, however, that the terms of paragraph

15(b) of the employment contract are clear and unambiguous: Dr. Arreola

agreed only to indemnify and hold GSA harmless for the amounts included in

the recruitment agreement. Thus, as a matter of law, we may only consider

the contractual terms without reference to evidence provided outside of the

contract, rendering the testimony concerning the losses GSA incurred

outside of the amounts included in Exhibit C to the recruitment agreement

irrelevant. See Bair, 108 A.3d at 96 (noting our de novo standard of review

and plenary scope of review for questions of contract interpretation); Lesko

v. Frankford Hosp.-Bucks Cnty., 15 A.3d 337, 342 (Pa. 2011) (“The

meaning of an unambiguous contract presents a question of law[.]”); see



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also Lenau, 102 A.3d at 429 (“When the terms of a contract are clear and

unambiguous, the intent of the parties is to be ascertained from the

document itself.”).

      Based on the foregoing, we conclude that the trial court erred as a

matter of law by awarding damages to GSA for amounts it paid to UPMC

Horizon under the recruitment agreement and for losses it sustained above

those amounts included in the recruitment agreement during Dr. Arreola’s

term of employment. Reimbursement to GSA by Dr. Arreola for payments

GSA made on the loans from UPMC Horizon, under the circumstances of this

case, was unreasonable, and the payments for expenses not included in

Exhibit C to the recruitment agreement were outside the scope of and not

covered by the employment contract’s indemnification agreement.          See

McClure, 585 A.2d at 22.      We therefore reverse the trial court’s decision

and remand for the entry of judgment in favor of Dr. Arreola.

      Judgment reversed.     Motion to quash denied.    Case remanded with

instructions. Jurisdiction relinquished.

      Ford Elliott, P.J.E. joins the Memorandum.

      Allen, J. files a Dissenting Memorandum.




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Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary

Date: 7/8/2015




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