J.A05043/14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37


                                 :                IN THE SUPERIOR COURT OF
                                 :                     PENNSYLVANIA
               v.                :
                                 :
ANDREW CAPPONI,                  :
C&H SERVICES,                    :
DUE AMICI DEVELOPMENT, LLC,      :
DUE AMICI DEVELOPMENT ASSOCIATES :
                                 :
APPEAL OF: DUE AMICI DEVELOPMENT :
LLC AND DUE AMICI DEVELOPMENT    :
ASSOCIATES                       :                No. 1761 EDA 2013


                  Appeal from the Order Entered June 10, 2013
              In the Court of Common Pleas of Philadelphia County
                  Civil Division No(s).: 03392 March Term 2011

BEFORE: ALLEN, JENKINS, and FITZGERALD,* JJ.

MEMORANDUM BY FITZGERALD, J.:                       FILED AUGUST 22, 2014

        Appellants, Due Amici Development LLC and Due Amici Development

Associates, appeal from the order entered in the Philadelphia County Court

of Common Pleas denying their petition to strike confessed judgment against




authorized confession of judgment against Appellants. We affirm.

        Due Amici Development, LLC is the general partner of Due Amici

Development Associates, LP.       See

*
    Former Justice specially assigned to the Superior Court.
J. A05043/14

3/30/11, at 1. Capponi is the president of Due Amici LLC. See

                                     to Strike Confessed J., 8/8/13, at 4.

Appellants do not contest these averments.

        The trial court summarized the facts and procedural history of this

case as follows:

             The instant matter concerns a Confession of Judgment
          entered by [Appellee] against four parties: (1) Andrew

          [Appellee] filed the Confession of Judgment against these
          four parties on March 30, 2011, claiming that they
          defaulted on their obligation to pay [him] a total of
          $70,000. The Confession of Judgment [Note]1 from which
          this debt originates was signed by Andrew Capponi on April
          3, 2008, and was attached to the Confession of Judgment
          as an exhibit. The agreement begins with the following
          paragraph:

             I, Andrew Capponi, individually, and/or C&H
             Service     and/or    Due     Amici    Development
             Associates LP, promise to pay to the order of
             [Appellee] d/b/a Budget Check Cashing their
             successors, heirs and/or assigns, the sum of
             $101,000.00. At the option of the holder, and upon
             default of payment in the sum of $101,000.00 shall
             become immediately due and payable, the unpaid
             principle balance bearing interest at a rate of twelve
             percent (12%) per annum, compounded monthly,
             calculated upon $101,000.00 from the date of
             execution of this judgement [sic] notice [signed by
             Capponi].



1
    We note that the trial court refers to the Confession of Judgment Note as

                                                                          rd
                                                                         See




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J. A05043/14

Trial Ct. Op., 7/23/13, at 1-2 (citations to record omitted and emphasis

added).

      Paragraph four of the note provides as follows:

              If this note is in default and forced to litigate, I agree to
          pay all court costs and no
          fees in collection of same. To secure payment of this note,
          I hereby authorize irrevocably the office of judicial support,
          clerk of court, prothonotary or any attoroney [sic] of any
          court of record to appear for me in such court at any time
          before or after maturity and confess a judgment against
          me in favor of any holder of this note with or without the
          following of an averment of default, with the releases of
          errors, without stay of execution and inquisition and
          extention [sic] upon any levy on real estate ABD for such
          amount as may appear to be unpaid thereon, together

          undersigned has been informed that if he/she does not
          fully understand the legal impact of this note and all of the
          waivers contained herein, that he/she should discuss the
          matter with their counsel before any transaction takes
          place.

Confession of Judgment Note, 4/3/08, at 1-2.



                                                                      [2]
Str                                                                           The trial

court denied the petition to strike. This timely appeal followed. Appellants

filed a court-ordered Pa.R.A.P. 1925(b) statement of errors complained of on

appeal and the trial court filed a responsive opinion.

      Appellants raise the following issues for our review:

2
  We note that the timeliness of the petition to strike is not an issue in the
instant case. See M & P Management, L.P. v. Williams, 937 A.2d 398,




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           1. Whether, the trial court erroneously found that the
           warrant relied upon by [Appellee] gave sufficient authority
           for the confession of judgment against [Appellants], or
           alternatively stated, whether the trial court erroneously
           determined that the warrant relied upon by [Appellee]
           was not at least ambiguous on the issue of whether it gave
           sufficient authority for the confession of judgment against
           [Appellants], in which case it should have been construed
           against [Appellee].

           2. The trial court erroneously found that the warrant relied
           upon by [Appellee] was signed on behalf of [Appellants].

                       -3.

                                                                       ppellants



paragraph four of the note authorizing the confession of judgment. Id. at 8.

They argue that the trial court erred because these pronouns refer to natural

persons,    judgment    cannot   be   entered   against    Appellants-which   are

corporations and not natural persons.        Id. at 8-9.    They aver that the

additional reference to a person, i.e., the undersigned, in paragraph four

also makes reference to a singular person. Id. at 9. Appellants argue that

the agreement cannot authorize confession of judgment against them

because it does not expressly name them. Id. at 14. They conclude that

the document containing the warrant was signed by Capponi alone and

therefore cannot be applied to Appellants by implication. Id. at 16. We find

no relief is due.


           strike a confessed judgment to determine whether the
           record is sufficient to sustain the judgment. A petition to


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          strike a judgment may be granted only if a fatal defect or
          irregularity appears on the face of the record. . . .

                                  *    *    *

                 In considering the merits of a petition to strike, the
          court will be limited to a review of only the record as filed
          by the party in whose favor the warrant is given, i.e., the
          complaint and the documents which contain confession of
          judgment clauses. Matters dehors the record filed by the
          party in whose favor the warrant is given will not be
          considered. If the record is self-sustaining, the judgment
          will not be stricken. However, if the truth of the factual
          averments contained in such record are disputed, then the
          remedy is by a proceeding to open the judgment and not
          to strike. An order of the court striking a judgment annuls
          the original judgment and the parties are left as if no
          judgment had been entered.

Hazer v. Zabala, 26 A.3d 1166, 1169 (Pa. Super. 2011) (citations

omitted); accord Midwest Fin. Acceptance Corp. v. Lopez, 78 A.3d 614

(Pa. Super. 2013) (holding court cannot address factual disputes in petition

to strike).3

      The trial court considered the complaint in confession of judgment and

the attached exhibits and opined:

               1. There was no fatal error in entering Confession of
          Judgment against Due Amici LP because such an entry was
          authorized by the plain language of the Confession of
          Judgment Agreement.



3
  To the extent that Appellants claim Capponi did not have authority to sign
on their behalf, this argument raises a factual issue that would have to be
raised in a petition to open the judgment. See Midwest Fin., 78 A.3d at
623.




                                      -5-
J. A05043/14

                2. There was no fatal error in entering Confession of
           Judgment against Due Amici LLC, because it was liable, as

           15 Pa.C.S. § 8533(b).[4]

                                      *    *    *

                  In the instant matter, the terms of the Confession of
           Judgment Agreement clearly bind Andrew Capponi in an
           individual capacity, as an agent of C&H Services, and as an
           agent of Due Amici LP.          The first sentence of the
           agreement indicates that it was meant to obligate Mr.


           use of singular and personal pronouns which occurs
           throughout the remainder of the agreement does not
           create a level of ambiguity sufficient to warrant the striking
           of said Confession of Judgment. As such, this Court found
           that the express terms of the Confession of Judgment
           Agreement authorize [Appellee] to enter a Confession of
           Judgment against Due Amici LP.

                 Further, it was proper for Confession of Judgment to
           be entered against Due Amici LLC because of [its] liabilities
           as a general partner of a limited partnership. . . .

Trial Ct. Op. at 3, 5. We agree no relief is due.


4
    Section 8533(b) provides:

                                                              Except as
           provided in this chapter, a general partner of a limited
           partnership has the liabilities of a partner in a partnership
           without limited partners to persons other than the
           partnership and the other partners. Except as otherwise
           provided in this chapter or in the partnership agreement, a
           general partner of a limited partnership has the liabilities
           of a partner in a partnership without limited partners to
           the partnership and to the other partners.

15 Pa.C.S. § 8533(b).




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J. A05043/14

      Instantly, Appellants advance the same arguments as they did before

the trial court. They focus on the singular pronouns within the Confession of

Judgment Note and argue that because those pronouns refer to natural

persons, judgment cannot be centered against them

and not natural persons.   They contend that the note confessed judgment

against Capponi individually. Reviewing the record as filed by Appellee, viz.,

the complaint in confession of judgment and the attached exhibits, and

given thi

sustain the judgment. See Hazer, 26 A.3d at 1169. Accordingly, we affirm

the order denying the petition to strike the confessed judgment.

      Order affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary

Date: 8/22/2014




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