J-A09035-16


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

CABOT OIL & GAS CORPORATION,                     IN THE SUPERIOR COURT OF
                                                       PENNSYLVANIA
                            Appellee

                       v.

VERA SCROGGINS,

                            Appellant                 No. 867 MDA 2015


                   Appeal from the Order Entered May 1, 2015
             in the Court of Common Pleas of Susquehanna County
                      Civil Division at No.: 2013-1303-CP


BEFORE: FORD ELLIOTT, P.J.E., JENKINS, J., and PLATT, J.*

MEMORANDUM BY PLATT, J.:                               FILED JULY 07, 2016

        Appellant, Vera Scroggins, appeals from the trial court’s order

approving and entering the stipulated permanent injunction between her and

Appellee, Cabot Oil & Gas Corporation, as an order of court.1 We affirm.2

____________________________________________


*
    Retired Senior Judge assigned to the Superior Court.
1
  Appellant’s notice of appeal also includes the trial court’s April 23, 2015
discovery order finding that she waived the attorney-client privilege. (See
Notice of Appeal, 5/19/15, at 1; see also id. at attachment, April 23, 2015
Order). “In general, an appeal may be taken as of right only from a final
order, which encompasses a judgment, decision, decree, sentence and
adjudication, see Pa.R.A.P. 102, and, in relevant part, is defined as one that
disposes of all claims and all parties.” K.H. v. J.R., 826 A.2d 863, 869 (Pa.
Super. 2003) (citing Pa.R.A.P. 341(a)). Therefore, we have amended the
caption accordingly.
2
  On October 13, 2015, Appellee filed a motion to dismiss or quash
Appellant’s appeal. On November 20, 2015, we denied Appellee’s motion
(Footnote Continued Next Page)
J-A09035-16


      We take the following facts from our independent review of the

certified record.       Appellee is a natural gas exploration and production

company that operates in the Marcellus Shale region of Pennsylvania.        In

2006, Appellee began entering into oil and gas leases with landowners in this

territory. Appellee also owns property in Susquehanna County.

      Appellee’s exploration and production requires the use of heavy earth-

moving and specialized equipment for all stages of the drilling process. To

ensure the safety of its personnel on the site, as well as others, Appellee

restricts well site access by posting signs and contracting with a security

company to prevent unauthorized individuals from entering and trespassing

on Appellee’s well site. In spite of warnings, Appellant has trespassed onto

Appellee’s properties several times.

      Specifically, between March 25, 2012 and October 13, 2013, Appellant

trespassed onto Appellee’s well sites approximately twelve times.       During

the incidents, she ignored posted restricted access/no trespassing signs,

attempted to interfere with Appellee’s operations, created a safety hazard to

personnel and operations, examined and videotaped equipment, impeded

truck access to the sites, and had to be escorted off of these locations by on-

site personnel.         On one particular occasion, Appellee contacted the

Pennsylvania State Police, but after the officers left the scene, Appellant
                       _______________________
(Footnote Continued)

per curiam without prejudice to it raising the issue to the merits panel. We
will address Appellee’s argument in this memorandum.



                                            -2-
J-A09035-16


returned, bypassed safety barricades, and walked into an active demolition

zone.

        On October 17, 2013, Appellee filed a complaint in trespass and a

petition for a preliminary injunction to enjoin Appellant from entering its

property.    The same day, the court entered a temporary injunction.       On

October 21, 2013, the court held a hearing on the preliminary injunction,

and entered a preliminary injunction order prohibiting Appellant from

entering property owned or leased by Appellee. Appellant filed motions to

vacate the preliminary injunction on November 14 and December 31, 2013.

On March 28, 2014, after a hearing, the court entered a modified

preliminary injunction again prohibiting Appellant from trespassing on

property owned or leased by Appellee, and precluding her from being within

100 feet of the well pads. On September 19, 2014, Appellee filed a motion

to enter the stipulated permanent injunction between the parties as an order

of court.

        On October 14, 2014, Appellee filed a motion for indirect civil

contempt against Appellant for her violation of the March 28, 2014 order.

Upon consideration of the motion, the court “specifically ordered that

[Appellant] not be within 100 feet of either side of . . . access road[,]” but

chose not to punish Appellant. (Order, 10/30/14, at 1). On November 6,

2014, the court entered an order making the stipulated permanent

injunction an order of court, but vacated the order on December 11, 2014 in


                                    -3-
J-A09035-16


order to allow the parties the opportunity to present testimony. On February

3, 2015, Appellee again filed a contempt petition against Appellant for

violating the modified preliminary injunction.

       On February 25, 2015, the court held a hearing on the contempt

petition and the stipulated permanent injunction.           The trial court found

Appellant in indirect civil contempt, and set a hearing date of April 23, 2015

to determine appropriate sanctions. Also during the hearing, the court found

that Appellant waived the attorney-client privilege as to all communications

regarding settlement and her counsel’s authority to enter into negotiations

on her behalf, and it continued the hearing for in camera review of emails

produced by Appellant’s attorney.

       To prepare for the continued hearing, which the court also scheduled

for April 23, 2015, Appellee subpoenaed certain documents from Appellant’s

attorneys who were involved in the settlement discussions.                   Counsel

objected on the ground of the attorney-client privilege.             In response, on

March 31, 2015, Appellee filed a motion for clarification or, alternatively, a

petition to issue a rule to show cause why Appellant should not be held to

have    waived    the   attorney-client   privilege    as      to    all   settlement

communications.

       After the April 23, 2015 hearing, the court issued an order finding that

Appellant   had   waived   the   attorney-client   privilege    as    to   settlement

discussions; and that her attorneys had authority to enter into the stipulated


                                      -4-
J-A09035-16


permanent injunction on her behalf.            The court also took argument and

evidence on the appropriate sanction for Appellant’s contempt, and ordered

her to pay $1,000.00 toward Appellee’s legal fees. On April 27 and May 26,

2015, two of Appellant’s counsel, who had been involved in the settlement

negotiations on her behalf, withdrew from representation.

       On May 1, 2015, the court issued an order making the stipulated

permanent injunction an order of court on the basis of its finding that

Appellant authorized her attorneys to enter into it.         On May 19, 2015,

Appellant filed a notice of appeal.3

       Appellant raises three issues for this Court’s review:

       1.     Did [Appellee] have enough material in its own files to
       determine whether or not [Appellant] gave her legal counsel
       express authority to enter into a stipulated permanent injunction
       agreement, without having to subpoena her attorneys and their
       client files, thus invading the attorney-client privilege?

       2.    Did [Appellant] waive the attorney-client privilege by
       stating that she did not give her counsel express authority to
       enter into a stipulated permanent injunction agreement which
       contained terms with which she did not agree?

       3.    Was [Appellant] wrongly punished for indirect civil
       contempt with a $1,000 fine and an indefinite jail term
       alternative based upon [Appellee’s] attorney fees incurred
       enforcing the trial court’s order of March 27, 201[4] . . . after
       her alleged violation of January 16, 2015?

____________________________________________


3
  Appellant filed a timely concise statement of matters complained of on
appeal on July 7, 2015 pursuant to the court’s order. See Pa.R.A.P.
1925(b). On August 28, 2015, the court entered a statement in lieu of
opinion. See Pa.R.A.P. 1925(a).



                                           -5-
J-A09035-16


(Appellant’s Brief, at 5) (unnecessary italics and capitalization omitted).

      In her first issue, Appellant argues that Appellee had enough material

in its possession that it was not required to subpoena her attorneys for

documents. (See id. at 5, 12-13, 16-17). This issue is waived.

      It is well settled that “[i]ssues not raised in the lower court are waived

and cannot be raised for the first time on appeal.”      Pa.R.A.P. 302(a).    In

violation of our appellate rules, Appellant fails to identify where in the record

she raised this issue. (See Appellant’s Brief, at 12-17); Pa.R.A.P. 2117(c)

(appellant shall identify where and how it raised issue in trial court). “[I]t is

not the responsibility of this Court to scour the record to prove that an

appellant has raised an issue before the trial court, thereby preserving it for

appellate review.”    Phillips v. Lock, 86 A.3d 906, 920 (Pa. Super. 2014)

(citation omitted).   Indeed, our independent review of the certified record

reveals that Appellant did not advance this argument in the trial court.

Therefore, this issue is waived.        See Pa.R.A.P. 302(a); Harber Phil.

Central City Offices, Ltd. v. LPCI Ltd. Partnership, 764 A.2d 1100, 1106

(Pa. Super. 2000), appeal denied, 782 A.2d 546 (Pa. 2001) (waiving issue

where appellant failed to comply with Rule 2117(c), and review by Court

revealed it was not raised in trial court).

      In her second argument, Appellant challenges the trial court’s finding

that she waived the attorney-client privilege as to settlement discussions




                                      -6-
J-A09035-16


and her attorneys’ authority to enter into the stipulated permanent

injunction on her behalf. (See Appellant’s Brief, at 5, 17-20).

      Before reaching the merits of this issue, we must address Appellee’s

argument that the court’s discovery decision should have been appealed

pursuant to the collateral order doctrine and therefore the appeal is

untimely. (See Appellee’s Brief, at 17-19).

      Pursuant to Pennsylvania Rule of Appellate Procedure 313:

      (a) General rule. An appeal may be taken as of right from a
      collateral order of an administrative agency or lower court.

      (b) Definition. A collateral order is an order separable from and
      collateral to the main cause of action where the right involved is
      too important to be denied review and the question presented is
      such that if review is postponed until final judgment in the case,
      the claim will be irreparably lost.

Pa.R.A.P. 313 (emphasis added).      We recognize that Rule 313 “permits

appeals from collateral orders, and our courts have held that discovery

orders involving claims of privilege” are collateral orders.      Gormley v.

Edgar, 995 A.2d 1197, 1200 (Pa. Super. 2010) (citation omitted) (emphasis

added). However, we find the reasoning of Jones v. Faust, 852 A.2d 1201,

1204 (Pa. Super. 2004), to be instructive in this matter.

      In Jones, we observed that:

      [A]lthough collateral orders may be appealed within 30 days of
      their entry, the substance of the collateral order is not forever
      precluded when an appeal is not taken within this period. As the
      order involved here is a discovery matter, by definition
      preliminary and in addition concerned with resolution of
      collateral issues, clearly no finality is implicated[.]



                                    -7-
J-A09035-16


Jones, supra at 1203 (emphasis added).

      Likewise here, Appellee’s argument, that Appellant’s appeal should be

quashed for her failure to appeal the court’s discovery order pursuant to

Rule 313, must fail, even if she potentially could have done so. See id. We

conclude that Appellant was not mandated to file an appeal pursuant to the

collateral order doctrine, and therefore was not precluded from raising this

discovery issue in her appeal of the final order.     See Pa.R.A.P. 313 (a);

Jones, supra at 1204. We now turn to the merits of Appellant’s issue.

            As to the attorney-client privilege, we recognize:

                   In a civil matter counsel shall not be
            competent or permitted to testify to confidential
            communications made to him by his client, nor shall
            the client be compelled to disclose the same, unless
            in either case this privilege is waived upon the trial
            by the client.

42 Pa.C.S.A. § 5928.

      “Whether the attorney-client privilege . . . protects a communication

from disclosure is a question of law. This Court’s standard of review over

questions of law is de novo, and the scope of review is plenary.” St. Luke’s

Hosp. of Bethlehem v. Vivian, 99 A.3d 534, 540 (Pa. Super. 2014),

appeal denied, 114 A.3d 417 (Pa. 2015) (citation omitted).         We find this

Court’s discussion in Salsman v. Brown, 51 A.3d 892 (Pa. Super. 2012), to

be instructive in this matter.

      In Salsman, the Browns appealed from an order granting the

Salsmans’ petition to enforce a settlement agreement.            See Salsman,

                                     -8-
J-A09035-16


supra at 893.     The Court set forth the following background facts of the

case:

               On March 15, 2010, Patrick L. Beirne, Esquire, who
        represented the Browns, sent a letter to the Salsmans’ attorney
        offering to settle the matter for $23,000 along with other
        stipulations. On April 12, 2010, the Salsmans’ attorney sent a
        letter to Attorney Beirne accepting the offer. On October 13,
        2010, the Salsmans filed a petition to enforce this settlement
        agreement because the Browns had not complied with the terms
        of the settlement.

              On October 18, 2010, the trial court issued a rule to show
        cause why the settlement agreement should not be enforced.
        On November 15, 2010, Attorney Beirne filed a petition to
        withdraw his appearance in this matter because the Browns
        terminated his representation.     On December 6, 2010, the
        Browns, through new counsel, filed an answer to the petition to
        enforce settlement averring they never authorized Attorney
        Beirne to make an offer to the Salsmans to settle the matter.

              . . . Prior to the hearing [on the petition to enforce the
        settlement agreement], the Salsmans subpoenaed Attorney
        Beirne to testify regarding these letters. Attorney Beirne asked
        the trial court to quash the subpoena arguing that he would not
        be permitted to testify because the Browns did not waive their
        attorney client privilege.    The trial court then quashed the
        subpoena.

Id. (record citation omitted).

        In analyzing whether the trial court properly quashed the subpoena on

the basis of the attorney-client privilege, the Court observed:

                    the party who has asserted the attorney-client
             privilege must initially set forth facts showing that
             the privilege has been properly invoked; then the
             burden shifts to the party seeking disclosure to set
             forth facts showing that disclosure will not violate the
             attorney-client privilege, e.g., because the privilege
             has been waived or because some exception
             applies.

                                      -9-
J-A09035-16



             One such exception occurs when the client has attacked
      the integrity and professionalism of counsel. See e.g., Doll v.
      Loesel, [] 136 A. 796, 798 ([Pa.] 1927) (Attorney was entitled
      to respond to a direct attack on his integrity and “privilege could
      not be availed of to keep him silent under the imputation[.]”);
      Loutzenhiser v. Doddo, [] 260 A.2d 745, 748 ([Pa.] 1970) (“A
      communication between an attorney and his client is not
      privileged if . . . the attorney is rebutting the client’s attack on
      his integrity or professional competence.”); Commonwealth v.
      Chmiel, [] 738 A.2d 406, 414 ([Pa.] 1999) (“[T]the client’s
      attack on the competence of counsel serves as a waiver of the
      privilege as to the matter at issue.”).

Id. at 894-95. (one case citation omitted) (emphasis in original).

      Based on the foregoing law, the Court found that the Browns

questioned the integrity and professionalism of their attorney when they

argued that he acted beyond his authorization in sending the settlement

letter. See id. at 895. Therefore, the Court held that the correspondence

between the Browns and counsel was not subject to the attorney-client

privilege. See id.

      Likewise, here, at the February 25, 2015 hearing, Appellant testified

that she did not give her attorneys authority to settle the underlying case.

(See N.T. Hearing, 5/25/15, at 4). Her position is that she only authorized

them to negotiate a settlement, and that they entered into the stipulated

permanent injunction on her behalf without her authorization.                (See

Appellant’s Brief, at 10, 18).

      Therefore, we conclude that, based on Salsman, “[Appellant’s] own

argument, that [her attorneys were] not authorized to [settle the underlying


                                     - 10 -
J-A09035-16


case], resulted in an exception to the attorney client privilege because

[Appellant was] questioning the integrity and professionalism of [her

attorneys in entering into the agreement without prior authorization].”

Salsman, supra at 895.          Hence, the trial court properly found that

Appellant waived the attorney-client privilege.     See St. Luke’s Hosp. of

Bethlehem, supra at 540.

      Moreover, we do not find Appellant’s attempts to distinguish Salsman

to be legally persuasive.    (See Appellant’s Brief, at 17-20).       First, her

argument that she did not question the integrity of her attorneys, but merely

“did not give [them] express authority to settle[,]” fails where it was the

allegation that counsel acted outside his authority that the Court in Salsman

found “question[ed] [his] integrity and professionalism.” (Appellant’s Brief,

at 18); Salsman, supra at 895. Second, Appellant alleges that she did not

waive the attorney-client privilege because she authorized counsel to send

the September 9, 2014 settlement email to Appellee’s attorneys, unlike the

Browns    in   Salsman      whose     attorney   sent   a   similar   settlement

communication without their consent.           (See Appellant’s Brief, at 18).

However, this argument fails.       Even if Appellant “perceived that email as

simply another step in the negotiation process[,]” the fact remains that, like

the Browns, her argument against enforcement of the stipulated permanent

injunction is that counsel acted outside of their authority, thus “attack[ing]




                                      - 11 -
J-A09035-16


the integrity and professionalism of counsel.” (Appellant’s Brief, at 18);

Salsman, supra at 895.4

       Appellant also attempts to distinguish Salsman on the basis that the

Browns terminated their counsel, and she did not do so here.                (See

Appellant’s Brief, at 19). Preliminarily, there is no indication that this was a

material factor that the Court considered before holding that the Browns

waived the attorney-client privilege.          See Salsman, supra at 895.   Also,

the email chain cited by Appellant in support of this argument contains her

counsel’s detailing of the consequences that could occur if she were to back

out of the agreed-upon permanent injunction, including their withdrawal.

(See Email Correspondence from Scott Michelman, Esquire, to Appellant,

9/15/14, at 2) (noting that counsel would withdraw if Appellant backed out

of the agreement).        Therefore, Appellant’s refusal to honor the stipulated

permanent injunction on the basis of counsel’s lack of authority effectively

resulted in their withdrawal, just as the allegation by the Browns did. (See

Order re Oral Motion of Wiltold Walzcak, Esquire, 4/23/15; Praecipe for



____________________________________________


4
  Moreover, we note that Appellant’s argument that, although she was aware
of the September 9, 2014 email, she did not give counsel the authority to
settle the case is suspect where the email she approved stated: “Amy and
Jeremy: [Appellant] would not budge on the . . . change in paragraph 4,
bullet 2, but she has agreed to everything else[.] If [Appellee] agrees we
have a deal.” (Email Correspondence from Witold Walczak, Esquire, to Amy
L. Barrette, Esquire, 9/09/14).



                                          - 12 -
J-A09035-16


Withdrawal of Appearance of Scott Michelman, Esquire, 4/27/15); Salsman,

supra at 893.

     Finally, we observe that Appellant utterly ignores the alternate finding

of the Salsman Court, that the Browns waived the attorney-client privilege

by putting the communications directly at issue.   See Salsman, supra at

895 n.3.   The same observation applies here.      For all of these reasons,

Appellant’s attempts to distinguish Salsman from the current case fail.

     In her third issue, Appellant argues that the trial court erred when it

found her in indirect civil contempt for violating the modified preliminary

injunction. (See Appellant’s Brief, at 5). We disagree.

           Each court is the exclusive judge of contempts against its
     process. The contempt power is essential to the preservation of
     the court’s authority and prevents the administration of justice
     from falling into disrepute. When reviewing an appeal from a
     contempt order, the appellate court must place great reliance
     upon the discretion of the trial judge. On appeal from a court’s
     order holding a party in contempt of court, our scope of review is
     very narrow. We are limited to determining whether the trial
     court committed a clear abuse of discretion.

                  A court may exercise its civil contempt power
           to enforce compliance with its orders for the benefit
           of the party in whose favor the order runs but not to
           inflict punishment. A party must have violated a
           court order to be found in civil contempt.       The
           complaining party has the burden of proving by a
           preponderance of evidence that a party violated a
           court order. . . . To impose civil contempt the trial
           court must be convinced beyond a reasonable doubt
           from the totality of evidence presented that the
           contemnor has the present ability to comply with the
           order.
                                *    *    *


                                   - 13 -
J-A09035-16


      . . . We are mindful that this Court defers to the credibility
      determinations of the trial court with regard to the witnesses
      who appeared before it, as that court has had the opportunity to
      observe their demeanor. . . .

Garr v. Peters, 773 A.2d 183, 189 (Pa. Super. 2001) (citations and

quotation marks omitted).

      Here, the March 28, 2014 modified preliminary injunction expressly

directed that Appellant not enter any of Appellee’s well pads, be on access

roads within 100 feet of the well pads, stop or remain present on public

roads within 100 feet of the well pads, obstruct traffic entering or leaving

Appellee’s access roads, come in contact with Appellee’s equipment,

vehicles, or structures, or cause others to engage in activities prohibited by

the order. (See Order, 3/28/14, at unnumbered pages 1-3). The order also

notified Appellant that, if she violated its terms, she may be subject to

possible civil contempt proceedings, and if found to be in contempt, to fines,

attorney fees, and/or incarceration. (See id. at 2).

      The court expressly found:

      [Appellant] and her witnesses were not credible. [W]itnesses
      offered by [Appellee] were not [Appellee’s] employees and had
      little to gain by misrepresentation of the facts to the [c]ourt.
      What we found happened was that despite an injunction in place
      [Appellant] stopped and trespassed upon an access road of
      [Appellee] just prior to motoring down the road to a neighboring
      driveway to then park.

(Trial Court Statement, 8/28/15, at unnumbered page 3).

      We note that Appellant does not argue that there was insufficient

evidence on the record to support the finding of contempt, only that the

                                    - 14 -
J-A09035-16


court erred in placing too much weight on the testimony of Appellee’s

witnesses, and not enough on her own, whom she maintains “were credible

in testifying that she did not violate the order of March 2[8], 2014.”

(Appellant’s Brief, at 33). This argument fails because the court expressly

found that Appellant and her witnesses were incredible, and, as stated

previously, we defer to the court’s credibility determinations on the

witnesses before it. (See Trial Ct. Statement, at unnumbered page 3); see

also Garr, supra at 189.

       Hence, after our independent review of the record, and based on our

standard of review, we conclude that the trial court did not err when it found

Appellant in indirect civil contempt of its modified preliminary injunction

order. See id. Appellant’s third issue fails.5

____________________________________________


5
  Appellant argues that the contempt imposed on her was criminal in nature,
rather than civil. (See Appellant’s Brief, at 32-33). Appellant waived this
issue by failing to raise it in her Rule 1925(b) statement. (See Appellant’s
Rule 1925(b) Statement, 7/07/15, at 1-2); Pa.R.A.P. 1925(b)(4)(vii);
Burkett v. St. Francis Country House, 133 A.3d 22, 36 (Pa. Super. 2016)
(waiving issue for failure to raise it in Rule 1925(b) statement).

      She also maintains that the court erred in denying her request for a
“[r]ehearing” of the contempt issue. (See Appellant’s Brief, at 30-32). This
issue is waived for her failure to include it in her statement of questions
involved. (See id. at 5); Pa.R.A.P. 2116(a) (“No question will be considered
unless it is stated in the statement of questions involved or is fairly
suggested thereby.”); see also Linde v. Linde Ent., Inc., 118 A.3d 422,
438 n.15 (Pa. Super. 2015), appeal denied, 129 A.3d 1243 (Pa. 2015)
(waiving claim that was not raised in statement of questions involved).
Moreover, it appears that counsel requested a continuance so that
settlement discussions could be convened. (See N.T. Hearing, 4/23/15, at
(Footnote Continued Next Page)


                                          - 15 -
J-A09035-16


      Finally, we note that, in the argument section of her brief, Appellant

raises the issue that the trial court erred when it found she “g[a]ve her

attorneys express authorization to settle and without her signature there

was no settlement.”         (Appellant’s Brief, at 20) (unnecessary capitalization

omitted). However, this issue was not raised in her statement of questions

involved; nor is it fairly suggested thereby.6           See Pa.R.A.P. 2116(a).

Therefore, it is waived. See id.; see also Linde, supra at 438 n.15.

      Moreover, it would not merit relief.

      When reviewing a trial court’s decision to enforce a settlement
      agreement, our scope of review is plenary as to questions of law,
      and we are free to draw our own inferences and reach our own
      conclusions from the facts as found by the court. However, we
      are only bound by the trial court’s findings of fact which are
      supported by competent evidence.       The prevailing party is
      entitled to have the evidence viewed in the light most favorable
      to its position. Thus, we will only overturn the trial court’s
                       _______________________
(Footnote Continued)

5-6). The court denied the request for a continuance, but allowed the
parties half an hour to discuss a potential settlement. (See id. at 5). Under
the facts of the case, the court did not abuse its discretion where the parties
had engaged in settlement discussions for years.            See Baysmore v.
Brownstein, 771 A.2d 54, 57 (Pa. Super. 2001) (“The trial court is vested
with broad discretion in the determination of whether a request for a
continuance should be granted, and an appellate court should not disturb
such a decision unless an abuse of that discretion is apparent.”) (citation
omitted).
6
  Appellant also claims that the terms of the injunction are unconscionable.
(See Appellant’s Brief, at 26). This issue also is waived because Appellant
did not include it in her statement of questions involved. (See id. at 5); see
also Pa.R.A.P. 2116(a). Additionally, Appellant fails to identify where this
issue was raised in the trial court, and our review of the record does not
reveal that it was. (See Appellant’s Brief, at 26-30); see also Pa.R.A.P.
302; Pa.R.A.P. 2117(c); Harber Phil. Central City Office, supra at 1106.



                                           - 16 -
J-A09035-16


      decision when the factual findings of the court are against the
      weight of the evidence or its legal conclusions are erroneous.

Bennett v. Juzelenos, 791 A.2d 403, 406 (Pa. Super. 2002) (citations

omitted).

      Further, “[a]s a general rule, signatures are not required unless such

signing is expressly required by law or by the intent of the parties.” Shovel

Transfer and Storage, Inc. v. Pa. Liquor Control Bd., 739 A.2d 133, 136

(Pa. 1999) (citation omitted). Importantly:

      [T]he mere presence of signature lines does not determine
      whether the parties intended to be bound only upon the
      execution of the document by all the signatories. Instead, the
      inquiry is properly directed to whether the parties agreed to the
      terms in question and intended to be bound by the terms of the
      contract.

Id. at 138 (citation omitted); cf. Franklin Interiors v. Wall of Fame

Mgmt. Co., 511 A.2d 761, 762 (Pa. 1986) (language that contract was not

“deemed accepted until it [is] signed by an authorized officer or manager”

made signature a requirement for enforceability); Commerce Bank/Pa. v.

First Union Nat. Bank, 911 A.2d 133, 146 (Pa. Super. 2006) (unsigned

contract enforceable where it “does not state that it is effective only if each

party signs it.”) (emphasis in original).

      Here, the court found that Appellant authorized her attorneys to enter

into the stipulated permanent injunction with Appellee on her behalf. (See

Trial Court Opinion, 8/28/15, at unnumbered page 3). The court explained:

           The electronic mail correspondence between [Appellee]
      and [Appellant’s] attorneys demonstrated that there was an

                                     - 17 -
J-A09035-16


        agreement. Moreover, one of [Appellant’s] legal counsel offered
        his opinion that he was authorized to enter into a stipulation on
        her behalf in order to settle the issues of trespass and the details
        of the injunction to which [Appellant] had agreed. The record
        shows that [Appellant] did agree to the offers of [Appellee] in
        the main, and only disagreed subsequently after she had talked
        to an “advisor” of hers. Such discussion occurred after her legal
        counsel, by electronic mail, notified [Appellee’s] legal counsel
        that she was in agreement to terms of a stipulation which later
        were made an order of court.

(Id.)

        The record supports the court’s findings.      Appellant authorized her

attorneys to engage in settlement negotiations and to send the September

9, 2014 email, which expressly stated, “If [Appellee] agrees [to the

proposed changes,] we have a deal.” (Email Correspondence from Wiltold

Walczak, Esquire, to Amy L. Barrette, Esquire, 9/09/14). Appellant’s counsel

testified that they were authorized to enter into a settlement agreement.

(See N.T. Hearing, 4/23/15, at 38-39, 41-42). The testimony is supported

by the evidence of email correspondence between Appellant and counsel.

(See, e.g., Email from Scott Michelman, Esquire, 9/15/14, at 2).          In fact,

Appellant’s counsel testified that Appellant “convey[ed] to [him] that she

accepted and would agree to the negotiated permanent injunction[.]” (See

N.T. Hearing, 4/23/15, at 39).      Finally, although the stipulated agreement

contained a signature line, there is no language in the contract that only

makes it enforceable upon signature of the parties.              (See Order on

Stipulated Permanent Injunction, 9/09/15, at 1-2).




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      Based on these facts, and our review of the record as a whole, we

conclude that the trial court properly found that Appellant authorized counsel

to enter into the stipulated permanent injunction with Appellee on her

behalf. See Bennett, supra at 406. Therefore, this claim, even if properly

preserved, would not merit relief.

      Order affirmed.



Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 7/7/2016




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