J-S10037-16


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

WHITELAND DENTAL ASSOCIATES, LLC                 IN THE SUPERIOR COURT OF
AND DR. MICHAEL FRIEDLANDER,                           PENNSYLVANIA

                            Appellees

                       v.

DR. MERSAD HOORFAR AND WHITELAND
MANAGEMENT, LLC,

                            Appellants               No. 2199 EDA 2015


                      Appeal from the Order July 10, 2015
                in the Court of Common Pleas of Chester County
                      Civil Division at No.: 2015-04751-TT


BEFORE: GANTMAN, P.J., BENDER, P.J.E., and PLATT, J.*

MEMORANDUM BY PLATT, J.:                         FILED FEBRUARY 18, 2016

        Appellants, Dr. Mersad Hoorfar and Whiteland Management, LLC,

appeal from the order granting a temporary restraining order and a

preliminary injunction in favor of Appellees, Whiteland Dental Associates,

LLC and Dr. Michael Friedlander.1 Appellees sought a declaratory judgment

of their rights after threatened with eviction from their professional offices

for rent unpaid while Appellant Dr. Hoorfar was in charge of paying the

practice’s bills (before Dr. Friedlander bought out the practice).    Pending

____________________________________________


*
    Retired Senior Judge assigned to the Superior Court.
1
  Although dated July 9, 2015, the order appealed from was not filed and
docketed until the next day, July 10, 2015. We have amended the caption
accordingly.
J-S10037-16



resolution of the issues pertinent to the underlying claims, the trial court,

after a hearing, enjoined Appellants from eviction proceedings and other

self-help remedies. We conclude under our standard of review that the trial

court had “apparently reasonable grounds” to support its grant of the

preliminary injunction request. Accordingly, we affirm.

     We derive the facts of this case from the trial court’s opinion of

September 11, 2015, and our independent review of the record:

          Dr. Mersad Hoorfar was the sole owner and shareholder of
    Whiteland Dental Associates, LLC (Whiteland Dental) from its
    inception until 2007. On or about February 5, 2007 Dr. Hoorfar
    sold 49% of the practice to Dr. Michael Friedlander. Dr. Hoorfar
    maintained the position of manager of the practice, including
    paying the bills of the practice.

          Whiteland Management, LLC (Whiteland Management),
    solely owned by Dr. Hoorfar, was created in late 2006 or early
    2007 for the purchase of the building located at 670 West Lincoln
    Highway, Exton, PA where Whiteland Dental is located. Whiteland
    Dental continues to rent the building from Whiteland
    Management.

          On or about August 25, 2014, Dr. Hoorfar sold his 51%
    share of Whiteland Dental to Dr. Friedlander for $525,000. Dr.
    Hoorfar continued to manage Whiteland Management after he
    sold his portion of the practice. Since Dr. Friedlander purchased
    the practice, all rent has been paid in full and in a timely manner.
    Whiteland Dental pays Whiteland Management approximately
    $8,000 per month rent. Whiteland Dental currently employs
    eleven full and part-time employees.

          On or about June 17, 2015 Dr. Friedlander received a letter
    from counsel for Whiteland Management stating that he was in
    default under the lease for failing to pay $141,385 in rent and if
    Whiteland Dental failed to make payment in full within 10 days,
    Whiteland Management would commence eviction proceedings.
    Dr. Hoorfar testified that in 2008, 2009 and 2010, finances were


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J-S10037-16


    tight and Whiteland Dental was unable to make the rental
    payments to Whiteland Management. Therefore, as the Landlord,
    Dr. Hoorfar gave Whiteland Dental a break on the rent with the
    knowledge that it would be repaid in the future. Dr. Hoorfar
    testified that he kept Dr. Friedlander informed of the amount that
    was owed.         Dr. Hoorfar testified that Dr. Friedlander
    acknowledged the amounts due in ongoing conversations with him
    before the sale of the practice. Dr. Hoorfar does not remember
    when these conversations took place.

          In an email sent from Dr. Friedlander to Dr. Hoorfar dated
    August 17, 2014, just days prior to the sale of the business, Dr.
    Friedlander asked Dr. Hoorfar how much back rent was left to be
    paid. Dr. Hoorfar answered $10,700. Dr. Hoorfar testified that
    he told Dr. Friedlander, during progressive conversations before
    the sale of the practice, this was rent owed for 2013 only.

          In a text from Dr. Hoorfar to Dr. Friedlander just prior to
    closing of the sale of the practice, Dr. Hoorfar informed Dr.
    Friedlander that there was no outstanding debt in the practice
    other than the victory loan that is almost paid off. (Exhibit P-4).
    Dr. Hoorfar testified that this referred to “practice debt” only. Dr.
    Hoorfar could not tell who sent the text in Exhibit P-4.

            Dr. Friedlander does not recall a conversation with Dr.
    Hoorfar whereby Dr. Hoorfar told him the back rent owed in the
    amount of $10,700 was for 2013 only. The Purchase Agreement
    dated July 15, 2014 and signed by both parties does not list
    $141,385 in back rent as being due and owing.              Prior to
    purchasing Dr. Hoorfar’s share of the practice, Dr. Friedlander had
    little access to the books and did not write any checks to pay the
    expenses of the practice. Dr. Friedlander believed Dr. Hoorfar
    was paying the rent in full each month. Dr. Friedlander was
    aware that the practice was having financial difficulties between
    2007 and 2009.         Dr. Friedlander never saw Exhibit D-1,
    enumerating the back rent due, prior to the date of the hearing.

(Trial Court Opinion, 9/11/15, at 2-4) (most record citations omitted).

            [Appellees] initiated this action by Complaint on June 25,
      2015 seeking a preliminary and permanent injunction as well as
      declaratory judgment, piercing the corporate veil and damages
      for breach of fiduciary duties, breach of contract, fraud,
      conversion, and violation of the Pennsylvania Unfair Trade

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       Practices and Consumer Protection Act. On that same date,
       [Appellees] filed a Petition for a Special Injunction in the Nature
       of a Temporary Restraining Order and Preliminary Injunction
       seeking to temporarily restrain [Appellants] from commencing
       eviction proceedings or disturbing [Appellees’] right to quiet
       enjoyment of the premises it leases from [Appellants] and
       reversing any self-help measures instituted by [Appellants] to
       that point.

             By [o]rder dated June 25, 2015 [the trial court] entered a
       rule upon [Appellants] to show cause, if any, why an injunction
       should not be entered in favor of [Appellees]. A hearing on
       [Appellees’] petition was held on June 26, 2015.          At the
       conclusion of the hearing, [the trial court] entered an Order on
       the record, granting a temporary restraining order and a
       preliminary injunction. This oral determination was entered as a
       written [o]rder on July 9, 2015. [Appellants] timely filed a
       Notice of Appeal.

(Id. at 1-2).2

              Appellants present three questions for our review:

             1. Did the [trial c]ourt lack jurisdiction as the jurisdiction
       of the [c]ourt in equity may not be invoked since there was an
       adequate remedy at law, citing Peitzman v. Seidman, 427
       A.2d 196 (Pa[.] Super. 1995)?

              2. Did the [trial c]ourt err in granting a [p]reliminary
       [i]njunction to [Appellees] as [Appellees] failed to establish a
       likelihood of success on the merits and/or irreparable harm?

             3. Did the [trial c]ourt err in enjoining Appellants from
       commencing eviction proceedings against Whiteland Dental
       Associates, LLC?

(Appellants’ Brief, at 3).

____________________________________________


2
  Appellants timely filed a court-ordered statement of errors on July 30,
2015. See Pa.R.A.P. 1925(b). As already noted, the trial court filed an
opinion on September 11, 2015. See Pa.R.A.P. 1925(a).



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      We note our well-settled standard of review for a challenge to

jurisdiction:

            Issues pertaining to jurisdiction are pure questions of law,
      and an appellate court’s scope of review is plenary.          MCI
      WorldCom, Inc. v. Pennsylvania Public Utility Com'n, 577
      Pa. 294, 844 A.2d 1239 (2004). Questions of law are subject to
      a de novo standard of review. Kripp v. Kripp, 578 Pa. 82, 849
      A.2d 1159 (2004).

Robert Half Int'l, Inc. v. Marlton Techs., Inc., 902 A.2d 519, 524 (Pa.

Super. 2006).

      Our standard of review for the grant or denial of a preliminary

injunction is also well-settled:

      [I]n general, appellate courts review a trial court order refusing
      or granting a preliminary injunction for an abuse of discretion.
      We have explained that this standard of review is to be applied
      within the realm of preliminary injunctions as follows:

         [W]e recognize that on an appeal from the grant or denial
         of a preliminary injunction, we do not inquire into the
         merits of the controversy, but only examine the record to
         determine if there were any apparently reasonable
         grounds for the action of the court below. Only if it is
         plain that no grounds exist to support the decree or that
         the rule of law relied upon was palpably erroneous or
         misapplied will we interfere with the decision of the [trial
         court].

      This Court set out the reasons for this highly deferential
      standard of review almost a hundred years ago:

         It is somewhat embarrassing to an appellate court to
         discuss the reasons for or against a preliminary decree,
         because generally in such an issue we are not in full
         possession of the case either as to the law or testimony—
         hence our almost invariable rule is to simply affirm the
         decree, or if we reverse it to give only a brief outline of our
         reasons, reserving further discussion until appeal, should

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J-S10037-16


        there be one, from final judgment or decree in law or
        equity.

     Thus, in general, appellate inquiry is limited to a
     determination of whether an examination of the record
     reveals that “any apparently reasonable grounds” support
     the trial court's disposition of the preliminary injunction
     request.

            In ruling on a preliminary injunction request, a trial court
     has “apparently reasonable grounds” for its denial of relief
     where it properly finds that any one of the following “essential
     prerequisites” for a preliminary injunction is not satisfied. First,
     a party seeking a preliminary injunction must show that an
     injunction is necessary to prevent immediate and irreparable
     harm that cannot be adequately compensated by damages.
     Second, the party must show that greater injury would result
     from refusing an injunction than from granting it, and,
     concomitantly, that issuance of an injunction will not
     substantially harm other interested parties in the proceedings.
     Third, the party must show that a preliminary injunction will
     properly restore the parties to their status as it existed
     immediately prior to the alleged wrongful conduct. Fourth, the
     party seeking an injunction must show that the activity it seeks
     to restrain is actionable, that its right to relief is clear, and that
     the wrong is manifest, or, in other words, must show that it is
     likely to prevail on the merits. Fifth, the party must show that
     the injunction it seeks is reasonably suited to abate the
     offending activity.    Sixth and finally, the party seeking an
     injunction must show that a preliminary injunction will not
     adversely affect the public interest.

Summit Towne Ctr., Inc. v. Shoe Show of Rocky Mount, Inc., 828 A.2d

995, 1000-01 (Pa. 2003) (emphases added) (citations omitted); accord,

Overland Enter., Inc. v. Gladstone Partners, LP, 950 A.2d 1015, 1019

(Pa. Super. 2008).

     In their first question, Appellants challenge the jurisdiction of the trial

court to enter a preliminary injunction. (See Appellants’ Brief, at 3). They


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argue that there exists an adequate remedy at law under The Landlord and

Tenant Act of 1951, 68 P.S. §§ 250.101─250.602.            (See id. at 8-9).   In

support they cite Peitzman, supra. We disagree.

        Preliminarily, our independent review of Appellees’ complaint confirms

the trial court’s finding that Appellees allege a multiplicity of causes of action

which far exceed the specific confines of the Landlord and Tenant Act.

Notably, Peitzman involved the single principal issue of the non-renewal of

a lease.3

        Here, while the focus of Appellees’ contentions centers on Appellants’

threat of eviction, that eviction is premised on the non-payment of rent.

That non-payment of rent relates back to the time when Dr. Hoorfar was in

charge of both companies, and their assets. The rent due is current since

Dr. Friedlander purchased the practice.           (See Trial Ct. Op., at 2).

Furthermore, Appellees claimed that while Dr. Hoorfar was in exclusive

____________________________________________


3
    Specifically:

        The thrust of appellants’ prayer for relief was that, in refusing to
        renew the apartment lease, appellees were acting in malicious
        retaliation for their active participation in and chairmanship of
        the Parkway House Tenant’s [sic] Association, an organization
        designed to represent tenants in their dealing with the appellees
        as lessors.

Peitzman, supra at 197. In two other counts, appellants also sought to
recover allegedly retaliatory rental overcharges, and damages for emotional
distress. See id.




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J-S10037-16


control of both LLC’s, and their finances, he used LLC funds to pay purely

personal obligations. The trial court identified claims of fraud, self-dealing,

material non-disclosure of outstanding debt, breach of fiduciary duty, and

conversion, as well as issues of piercing the corporate veil, and violation of

the Pennsylvania Unfair Trade Practices and Consumer Protection Act. (See

Trial Ct. Op., at 1-2; see also Complaint, 6/25/15, at 12-30).

      We conclude that the trial court correctly determined that the Landlord

and Tenant Act does not provide an adequate remedy for all the claims

raised in this case.      The trial court properly exercised its equitable

jurisdiction. Appellants’ first claim does not merit relief.

      In their second question, Appellants challenge the trial court’s grant of

a preliminary injunction on the grounds that Appellees failed to establish a

likelihood of success on the merits, or irreparable harm.      (See Appellants’

Brief, at 3). Appellants have waived this issue.

      Appellants fail to develop an argument in support of either of these

claims. (See id. at 7-15). Therefore, Appellants have failed to comply with

Pennsylvania Rule of Appellate Procedure 2119(a):

             (a) General rule. The argument shall be divided into as
      many parts as there are questions to be argued; and shall have
      at the head of each part─in distinctive type or in type
      distinctively displayed─the particular point treated therein,
      followed by such discussion and citation of authorities as are
      deemed pertinent.

Pa.R.A.P. 2119(a).




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             “The Rules of Appellate Procedure state unequivocally that
       each question an appellant raises is to be supported by
       discussion and analysis of pertinent authority.” Estate of Haiko
       v. McGinley, 799 A.2d 155, 161 (Pa. Super. 2002); Pa.R.A.P.
       2119(b). “Appellate arguments which fail to adhere to these
       rules may be considered waived, and arguments which are not
       appropriately developed are waived.               Arguments not
       appropriately developed include those where the party has failed
       to cite any authority in support of a contention.” Lackner v.
       Glosser, 892 A.2d 21, 29–30 (Pa. Super. 2006) (citations
       omitted). This Court will not act as counsel and will not develop
       arguments on behalf of an appellant. Irwin Union National
       Bank and Trust Company v. Famous and Famous and ATL
       Ventures, 4 A.3d 1099, 1103 (Pa. Super. 2010) (citing
       Commonwealth v. Hardy, 918 A.2d 766, 771 (Pa. Super.
       2007)). Moreover, we observe that the Commonwealth Court,
       our sister appellate court, has aptly noted that “[m]ere issue
       spotting without analysis or legal citation to support an assertion
       precludes our appellate review of [a] matter.” Boniella v.
       Commonwealth, 958 A.2d 1069, 1073 n.8 (Pa. Cmwlth. 2008)
       (quoting Commonwealth v. Spontarelli, 791 A.2d 1254, 1259
       n. 11 (Pa. Cmwlth. 2002)).

Coulter v. Ramsden, 94 A.3d 1080, 1088-89 (Pa. Super. 2014), appeal

denied, 110 A.3d 998 (Pa. 2014); see also Owens v. Mazzei, 847 A.2d

700, 705-06 (Pa. Super. 2004) (declining to consider questions where brief

did not provide corresponding analysis).

       Here, instead, in conjunction with their first issue, jurisdiction,

Appellants argue that Appellees failed to present evidence to pierce the

corporate veil.   (See Appellants’ Brief, at 10-14).   They maintain that the

trial court lacked jurisdiction because the purchase agreement related to the

sale of the dental practice contained an arbitration provision.     (See id. at

10).    Appellants concede that neither Whiteland Dental nor Whiteland




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Management is a party to the purchase agreement. (See id.). Accordingly,

Appellants’ second issue is waived.

        Moreover, it would not merit relief.                 The trial court found that

Appellees established the risk of irreparable harm. (See Trial Ct. Op., at 9-

10).     Specifically, the court noted that eviction within ten days, as

threatened by counsel for Appellants, would result in the loss of income (for

an     indeterminate    period     unless      and   until    Appellee   found   suitable

replacement space in a location accessible to the same patient base) for

Appellee Dr. Friedlander as well as his eleven employees.

        The court also noted that the immediate relocation, which eviction

would require, “would be both impractical and impossible.”                  (Id. at 9).

Furthermore, Dr. Friedlander’s patients would be denied the dental care they

usually receive. (See id.).

        We conclude that the trial court established “apparently reasonable

grounds” for its determination. Therefore, under our well-settled standard of

review, we would affirm.         See Summit Towne Ctr., supra at 1000-01.

Appellants’ second claim, even if not waived, would merit no relief.4

        Appellants’ third claim generally asserts trial court error for granting

the temporary injunction.           (See Appellants’ Brief, at 3).           It is also

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4
  Because the trial court’s analysis established the risk of irreparable harm,
we decline to address Appellants’ alternate argument that Appellees failed to
prove likelihood of prevailing on the merits.



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J-S10037-16


unsupported by pertinent argument or citation to authority. (See id. at 7-

15). Appellants’ third claim is waived and would fail on the merits for the

same reasons as the second claim.

     Order affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 2/18/2016




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