J-S79031-17


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

IN RE: ESTATE OF JANET MORANE             :   IN THE SUPERIOR COURT OF
                                          :        PENNSYLVANIA
                                          :
                                          :
                                          :
APPEAL OF: JAY A. MORANE                  :          No. 1633 EDA 2017

                 Appeal from the Order Entered April 24, 2017
                In the Court of Common Pleas of Lehigh County
                     Orphans’ Court at No(s): 2010-0668


BEFORE: GANTMAN, P.J., LAZARUS, J., and OTT, J.

MEMORANDUM BY GANTMAN, P.J.:                     FILED DECEMBER 20, 2017

        Appellant, Jay A. Morane, appeals from the order entered in the Lehigh

County Court of Common Pleas Orphans’ court, which denied his petition for

a citation to show cause why Appellee, Stacy L. Morane (“Executrix”), should

not file an accounting of the Estate of Janet Morane, Decedent. We affirm.

        In its opinion, the Orphans’ court fully and correctly sets forth the

relevant facts and procedural history. Therefore, we have no need to restate

them. We add Appellant filed a “Petition for Citation To Show Cause Why An

Account Should Not Be Filed In Accordance With Section 3501.1 Of The PEF

Code” on September 1, 2016.           On April 24, 2017, the court denied

Appellant’s petition.   Appellant timely filed a notice of appeal on May 24,

2017. The Orphans’ court did not order Appellant to file a concise statement

of errors complained of on appeal per Pa.R.A.P. 1925(b), and Appellant filed

none.

        Appellant raises one issue for our review:
J-S79031-17


         WHETHER THE [ORPHANS’] COURT ERRED IN DENYING
         THE “PETITION FOR CITATION TO SHOW CAUSE WHY AN
         ACCOUNT SHOULD NOT BE FILED” WITHOUT A HEARING
         OR ACCOUNT?

(Appellant’s Brief at 4).

      Our standard and scope of review are as follows:

         Our standard of review of the findings of an [O]rphans’
         court is deferential.

            When reviewing a decree entered by the Orphans’
            [c]ourt, this Court must determine whether the
            record is free from legal error and the court’s factual
            findings are supported by the evidence. Because the
            Orphans’ [c]ourt sits as the fact-finder, it determines
            the credibility of the witnesses and, on review, we
            will not reverse its credibility determinations absent
            an abuse of that discretion.

            However, we are not constrained to give the same
            deference to any resulting legal conclusions.

         [T]he Orphans’ court decision will not be reversed unless
         there has been an abuse of discretion or a fundamental
         error in applying the correct principles of law.

In re Estate of Whitley, 50 A.3d 203, 206-07 (Pa.Super. 2012), appeal

denied, 620 Pa. 724, 69 A.3d 603 (2013) (internal citations and quotation

marks omitted).

         [T]he Orphans’ [c]ourt is a court of equity, [which means]
         that in the exercise of its limited jurisdiction conferred
         entirely by statute, it applies the rules and principles of
         equity.

In re Adoption of R.A.B., 153 A.3d 332, 334-35 (Pa.Super. 2016).

      When examining the terms of a contract, “the language of the

instrument should be interpreted in the light of the subject matter, the

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J-S79031-17


apparent object or purpose of the parties and the conditions existing when it

was executed.”       Hart v. Arnold, 884 A.2d 316, 333 (Pa.Super. 2005),

appeal denied, 587 Pa. 695, 897 A.2d 458 (2006).           “[T]he intent of the

parties to a written contract is contained in the writing itself.     When the

words of a contract are clear and unambiguous, the meaning of the contract

is ascertained from the contents alone.” Chen v. Chen, 586 Pa. 297, 307,

893 A.2d 87, 93 (2006). “If left undefined, the words of a contract are to be

given their ordinary meaning.” Kripp v. Kripp, 578 Pa. 82, 90, 849 A.2d

1159, 1163 (2004).       Further, the court does not consider the disputed

language in isolation, but will examine that language in the context of the

entire instrument. Murphy v. Duquesne University Of The Holy Ghost,

565 Pa. 571, 591, 777 A.2d 418, 429 (2001).

      The scope of a release “must be determined from the ordinary

meaning   of   its    language”   and   where   releases   “involve   clear   and

unambiguous terms, the court need only examine the writing itself to give

effect to the parties’ understanding.” Seasor v. Covington, 670 A.2d 157,

159 (Pa.Super. 1996), appeal denied, 546 Pa. 647, 683 A.2d 884 (1996). In

certain cases, however, it is necessary to look beyond the plain meaning of

the release.     Vaughn v. Didizian, 648 A.2d 38 (Pa.Super. 1994).

“Although a court will not relieve the parties of the effect of an improvident

contract, it must not allow a ‘rigid literalness’ to be used to create an

improvident contract for the parties contrary to their intent.”       Farrell v.


                                        -3-
J-S79031-17


Lechmanik, Inc., 611 A.2d 1322, 1323 (Pa.Super. 1992).             Therefore, a

court may also discern intent from the conditions and circumstances

surrounding the execution of the release.            Vaughn, supra at 40.

Additionally, contracting parties are generally bound to their agreement

“without regard to whether the terms were read and fully understood and

irrespective of whether the agreements embodied reasonable or good

bargains.” Crispo v. Crispo, 909 A.2d 308, 313 (Pa.Super. 2006).

      Section 3521 of the Probate, Estates and Fiduciaries (“PEF”) Code

provides as follows:

         § 3521. Rehearing; relief granted

         If any party in interest shall, within five years after the
         final confirmation of any account of a personal
         representative, file a petition to review any part of the
         account or of an auditor’s report, or of the adjudication, or
         of any decree of distribution, setting forth specifically
         alleged errors therein, the court shall give such relief as
         equity and justice shall require: Provided, That no such
         review shall impose liability on the personal representative
         as to any property which was distributed by him in
         accordance with a decree of court before the filing of the
         petition. The court or master considering the petition may
         include in his adjudication or report, findings of fact and of
         law as to the entire controversy, in pursuance of which a
         final order may be made.

20 Pa.C.S.A. § 3521.

      Nevertheless, “equity courts may not rely solely on statutes of

limitation in determining if a claim is timely.” United Nat. Ins. Co. v. J.H.

France Refractories Co., 542 Pa. 432, 441, 668 A.2d 120, 125 (1995).

“[F]or an action in equity, the applicable statute of limitations is used only as

                                      -4-
J-S79031-17


a frame of reference to evaluate any purported delay in support of a claim of

laches.” Lipschutz v. Lipschutz, 571 A.2d 1046, 1051 (Pa.Super. 1990),

appeal denied, 527 Pa. 601, 589 A.2d 692 (1990). “The doctrine of laches is

an equitable bar to the prosecution of stale claims and is the practical

application of the maxim[:] those who sleep on their rights must awaken to

the consequence that they have disappeared.” Fulton v. Fulton, 106 A.3d

127, 131 (Pa.Super. 2014) (internal quotation marks omitted).                  “The

question of whether laches applies is a question of law; thus, we are not

bound by the trial court’s decision on the issue.” Id.

          Laches bars relief when the complaining party is guilty of
          want of due diligence in failing to promptly institute the
          action to the prejudice of another. Thus, in order to
          prevail on an assertion of laches, respondents must
          establish: a) a delay arising from petitioner’s failure to
          exercise due diligence; and, b) prejudice to the
          respondents resulting from the delay.

Id. (quoting In re Estate of Scharlach, 809 A.2d 376, 382-83 (Pa.Super.

2002)).        “The question of laches itself, however, is factual…and is

determined by examining the circumstances of each case.” Fulton, supra

at 131. Laches arises when a party’s position or rights “are so prejudiced by

length    of    time   and   inexcusable   delay,   plus   attendant   facts   and

circumstances, that it would be an injustice to permit presently the assertion

of a claim against him.”      Nilon Bros. Enterprises v. Lucente, 461 A.2d

1312, 1314 (Pa.Super. 1983).

          Unlike the application of the statute of limitations, exercise
          of the doctrine of laches does not depend on a mechanical

                                       -5-
J-S79031-17


        passage of time. Indeed, the doctrine of laches may bar a
        suit in equity where a comparable suit at law would not be
        barred by an analogous statute of limitations. Moreover,

           [t]he party asserting laches as a defense must
           present evidence demonstrating prejudice from the
           lapse of time.         Such evidence may include
           establishing that a witness has died or become
           unavailable, that substantiating records were lost or
           destroyed, or that the defendant has changed his
           position in anticipation that the opposing party has
           waived his claims.

Fulton, supra at 131 (internal citations omitted).      “In the absence of

prejudice to the one asserting laches, the doctrine will not be applied.”

Brodt v. Brown, 404 Pa. 391, 394, 172 A.2d 152, 154 (1961).

     “Equitable estoppel is a doctrine whereby a party will be bound by [its]

representations if they are justifiably relied upon by another party.”

Northcraft v. Edward C. Michener Associates, Inc., 466 A.2d 620, 626

(Pa.Super. 1983).    “Equitable estoppel arises when a party by acts or

representation intentionally or through culpable negligence, induces another

to believe that certain facts exist and the other justifiably relies and acts

upon such belief, so that the latter will be prejudiced if the former is

permitted to deny the existence of such facts.” Id.

     After a thorough review of the record, the briefs of the parties, the

applicable law, and the well-reasoned opinion of the Honorable J. Brian

Johnson, we conclude Appellant’s issue on appeal merits no relief.       The

Orphans’ court comprehensively discusses and properly disposes of the

question presented. (See Orphans’ Court Opinion, filed, June 5, 2017, at 5-

                                    -6-
J-S79031-17


7) (finding: equity does not warrant hearing on Appellant’s petition nor

require Executrix to file formal accounting of estate administration that

parties agreed was completed over four years ago; Appellant failed to set

forth in his petition those errors Appellant could not have discovered when

he signed Receipt, Release and Refunding Agreement (“Agreement”); each

error or omission in Executrix’s administration of estate, that Appellant

alleged in his petition constitutes fraud, was discernible upon review of

record   when   parties   signed   Agreement;   if   Appellant   disagreed   with

Executrix’s administration of Decedent’s estate, Appellant could and should

have declined to sign Agreement until his concerns were addressed and/or

demanded Orphans’ court audit; that Appellant failed to seek advice of

counsel before he signed Agreement does not mean Executrix fraudulently

induced Appellant to sign Agreement; further, Appellant’s misunderstanding

or failure to recognize legal significance of information that Executrix

provided to Appellant when he signed Agreement does not mean Executrix

fraudulently induced Appellant to sign Agreement; Appellant is bound by his

prior approval of informal accounting of estate and discharge of Executrix

through Agreement).       The record supports the court’s rationale, and we

discern no reason to disturb it. Accordingly, we affirm on the basis of the

Orphans’ court’s opinion.

     Order affirmed.

     Judge Lazarus joins this memorandum.
     Judge Ott concurs in the result.

                                     -7-
J-S79031-17



Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 12/20/2017




                          -8-
                                                                               Circulated 12/07/2017 02:05 PM




   IN THE COURT OF COMMON PLEAS OF LEHIGH COUNTY, PENNSYLVANIA
                      ORPHANS' COURT DMSION

In re: Estate of
               JANET L. MORANE,                      File No. 2010-0668
                    Deceased
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       Before the Court for consideration is the Petition For Citation To Show Ca� Why A�

Account Should Not Be Filed In Accordance With Section 3501. 1 Of The PEF Code, filed by Jay

A. Morane on September 1, 2016 (hereinafter "Petition") and the Answer Of Stacy L. Morane,

Executrix   Of The   Estate Of Janet L. Morane, Deceased To Petition Of Jay A. Morane For

Citation, filed on October 26, 2016. Briefs were filed on January 13, 2017 and argument was

held on January 27, 2017.

       Janet L. Morane (hereinafter "Decedent"), aged 80, died testate on April 12, 2010. Her

will dated September 18, 2009 was accepted for probate on April 19, 2010 and letters

testamentary were issued to Stacy L. Morane (hereinafter "Executrix").          Stacy L. Morane,

individually (hereinafter, "Stacy") and her brother, Jay A. Morane, (hereinafter "Petitioner"), are

each fifty percent (50%) residuary legatees. The Executrix was represented by Linda Luther-

Veno, Esquire during the estate administration. Petitioner is reported to have been represented

by counsel at various times during the estate administration.
       On April 26, 2010, the Executrix filed the required Certification ofNotice Under Pa. O.C.

Rule 5.6(a), reporting that each of the testate heirs, including Petitioner, had been served with

notice of their beneficial interest in the Estate of Janet L. Morane. On May 6, 2010, during the

Pennsylvania Inheritance Tax discount period, the Executrix made a payment on account of said

inheritance tax and, on January 14, 2011, filed a Pennsylvania Inheritance Tax Return. On

March 17, 2011, the Pennsylvania Department of Revenue issued a refund of inheritance tax. On

May 22, 2012, the Executrix filed a Status Report with the Lehigh County Register of Wills

which indicated that the estate administration was not complete because she was awaiting

approval " ... from one of the heirs." On August 14, 2012, Executrix filed an informal account of

the estate administration stated for the period April 12, 2010 through December 31, 2011 to

which was attached a Receipt, Release and Refunding Agreement signed by both residuary

legatees (hereafter "Receipt and Release'') that included each legatee's acknowledgment of

receipt of a $280,086.83 cash distribution in satisfaction of each of their fifty percent (50%)

interests in the residue of Decedent's estate. On September 13, 2012, the Executrix filed a final

Status Report with the Lehigh County Register of Wills which reflected that the estate

administration had been completed by informal account.

       Settlement of an estate administration "informally" by means of an accounting to the

beneficiaries that is not audited or confirmed by the Court, but is accepted as sufficient by the

beneficiaries, is a well-established procedure whereby beneficiaries choose to accept distribution

from the Executrix in return for waiving their right to raise any questions about the estate

administration in the future. The Receipt and Release signed by Stacy on April 18, 2012 and by

Petitioner on April 27, 2012 is fairly typical and provides, in pertinent part, as follows:

                                               2
        WHEREAS, the Residuary Beneficiaries desire that the residue of the
estate be distributed to them without the formality of a court account; and

       WHEREAS, Stacy L. Morane, Executor of the Estate of JANET
MORANE, Deceased, is willing to consent to distribution upon receipt of a
proper Receipt, Release and Refunding Agreement.

       NOW, THERFORE, the Residuary Beneficiaries hereby approve the
account of the administration of said estate which is attached. The Residuary
Beneficiaries do hereby acknowledge that they have received from Stacy L.
Morane, Executor of the Estate of JANET MORANE, Deceased, the assets
itemized on the schedule attached.

        The Residuary Beneficiaries, for themselves, their heirs, executors,
administrators, successors and assigns, do by these presents remise, release,
quitclaim and forever discharge said Stacy L. Morane, Executor of the Estate
of JANET MORANE, Deceased, of and from all liability for the retention of
said assets during the period of estate administration and for the distribution of
said assets in cash and in kind.

        The Residuary Beneficiaries, for themselves, their heirs, executors,
administrators, successors and assigns, do by these presents, remise, release,
quitclaim and forever discharge said Stacy L. Morane, Executor of the Estate
of JANET MORANE, Deceased, of and from all bequests and distributions
due them, and all other matters during the period of administration of the estate
and of and from all actions, suits, payments, accounts, reckonings, claims and
demands whatsoever for or by reason thereof; or of any other act, matter, cause
or thing whatsoever. The Residuary Beneficiaries further agree to indemnify
and hold harmless said Stacy L. Morane, Executor of the Estate of JANET
MORANE, Deceased, from and against any and all claims, losses, liabilities,
including costs of [sic.] counsel fees, which she may suffer or to which she
may be subjected as a result of said distribution and to refund to the estate such
portion of any amount received by them which may be necessary in the future
to discharge any liabilities and/or claims against the estate of which notice may
hereafter be received. The provisions of this release are applicable to any and
all losses, liabilities, including claims resulting from any cause whatsoever,
including any resulting from mistake of law or fact by the said Executor.




                                      3
       Petitioner filed the subject petition on September 1, 2016. more than four (4) years after

the Executrix filed an informal account with the Receipt and Release appended, filed a final

Status Report and made distribution to all beneficiaries. Petitioner contends that the Petition is

neither untimely nor barred by his prior approval of the estate administration and discharge of the

personal representative by his execution of the Receipt and Release because, "In the intervening

years [he] reviewed a number of aspects of the Estate ... and [a]s he did so, he found a number of

the documents filed by the Executrix to have material omissions ... [and] ... came to believe that

the Executrix either exaggerated or falsely reported the work she performed in order to enhance

her fees from the estate." (Brief of Petitioner at p. I). It is Petitioner's contention that, because

the Petition contains allegations of " ... a pattern of material misstatements, omissions or

questionable charges in significant dollar amounts" by the Executrix, " ... this Court should fully

entertain the issue of fraud and conduct a hearing." (Brief of Petitioner at p. 5). He further

maintains that, if he successfully establishes fraudulent inducement, the Court can and should

require the Executrix to file a formal account and permit him to file objections and seek to

surcharge her.

        For the reasons set forth below, we find that the Petition does not contain averments of

fraud sufficient to entitle Petitioner to a hearing regarding the circumstances surrounding his

execution of the Receipt and Release in August of 2012 and that his having executed the Receipt

and Release precludes him from demanding that the Executrix file a formal account four (4)

years after final distribution of the estate.

        Petitioner contends that his execution of the Receipt and Release approving the

Executrix's informal account is analogous to the Court having issued an Adjudication confirming

                                                4
a formally filed fiduciary account. He then argues that, because Section 3521 of the PEF Code

permits a party in interest, within five (5) years after the final confirmation of a formal account,

" .•. to file a petition to review any part of the account ..• adjudication, or any decree of

distribution, setting forth specifically alleged errors therein, [and request] such relief as equity

and justice shall require ... ," the Petition should not be considered untimely filed. We are

persuaded that PEF Code Section 3521 is analogous enough to be instructive and that the Petition

is not time-barred. However, we find that the Petition fails to set forth " ... specifically alleged

errors" that could not have been discovered by Petitioner four (4) years ago by the exercise of

reasonable diligence.

       It is well settled that:

       ... a review after confirmation and distribution of an account of the fiduciary is
       not a matter of right but is a matter of grace or discretion with the orphans'
       court. It is mandatory from the wording of the act "that the courts shall give
       such relief as equity and justice shall require." From the numerous cases it is
       apparent that the purpose of [predecessor to section 3 521 of the PEF Code] is
       to correct errors on the face of the record, to permit the introduction of new
       matter which has arisen after the decree, or, to permit a reconsideration of the
       decree of distribution upon discovery of proofs which could not have been
       obtained before the entry of the decree. Branyan Est.. 12 Fiduc. Rep. 518;
       Kocis Estate, 16 Fiduc. Rep. 540, 542 (O.C. Somerset, 1966).

        We find that equity and justice do not require that Petitioner be afforded a hearing on the

circumstances surrounding his execution of the Receipt and Release· or that the Executrix be

required to file a formal account of this estate administration that was completed more than four

(4) years ago. Accordingly, we do not reach the question of whether or not Petitioner would be

permitted to seek a surcharge of the Executrix were she to be required to file a formal account.

(See 20 Pa.C.S.A §3521 which provides that, if a review of a formally filed account or


                                              5
adjudication is permitted, " ... no such review shall impose liability on the personal representative

as to any property which was distributed by him in accordance with a decree of court before the

filing of the petition.")

        Each of the errors or omissions alleged in the Petition as constituting fraud are matters

that were discernable by careful review of the pleadings filed of record. Because Petitioner did

not seek or did not receive or did not heed advice and counsel from a competent Orphans' Court

lawyer before signing the Receipt and Release does not mean that the Executrix fraudulently

induced him to sign it. For example, the fact that an annuity from which he received a death

benefit was not included in the Inheritance Tax Return is obvious from review of the return.

Whether or not that particular non-probate asset was subject to inheritance tax and should have

been included in the return is a question that could have been posed to his lawyer, or raised with

the Executrix at the time that the return was filed. Similarly, it was clear from review of the

Inventory and Schedule G of the Inheritance Tax Return that the Executrix reported the two (2)

bank accounts titled in the names of the decedent and Stacy as power of attorney as tenancy in

common and not as convenience accounts or joint accounts with right of survivorship. If

Petitioner was in disagreement with the Executrix's treatment of these two (2) assets, or did not

understand the different types of joint ownership, he could have and should have: declined to

sign the Receipt and Release until his questions and concerns were addressed to his satisfaction;

and/or demanded that the Executrix file her account formally for audit by this Court. The same

is true with regard to Petitioner's several allegations of insufficient and/or inaccurate reporting of

assets, disbursements and/or distributions in the informal account; specifically:



                                               6
       1. The calculation and payment of legal fees and fiduciary commissions that
          he now " ... believes are either excessive, unjustified, or both.";

       2. The lack of an income schedule in the informal account;

       3. The failure of the informal account to reflect the sale of the decedent's real
          property or to distinguish between cash and in-kind distributions.


       In sum, we find that the fact that information may have been omitted from or incorrectly

or incompletely reported in the informal account was readily discemable at the time that the

informal account and accompanying Receipt or Release were presented to Petitioner in 2012.

"The effect of a Release is determined by the ordinary meaning of its language ... Further, a

misjudgment by the signer of the release as to the precise nature and extent of injury will not

permit rescission of a release agreement when the release contains broad language." Holmes v.

Lankenau Hospital et.al., 627 A.2d 763, 767 (Pa. Super. 1993). That Petitioner may not have

fully understood or recognized the legal significance of the information provided to him by the

Executrix when he chose to sign the Receipt and Release, does not mean that he was fraudulently

induced to do so. "If a mistake is not mutual but unilateral and is not due to the fault of the party

not mistaken, but due to the negligence of the one who acted under the mistake, it affords no

basis for relief in rescinding the Contract/Release." Smith v. Thomas Jefferson University

Hospital, 621 A.2d 1030, 1032 (Pa. Super. 1993). Petitioner is bound by his prior approval of

the informal account and discharge of the Executrix, despite the fact that he now considers it to

have been unwise.


Dated: June S, 2017



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