J-A29033-17

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

DR. AHLAM KHALIL,                          :   IN THE SUPERIOR COURT OF
                                           :         PENNSYLVANIA
                    Appellant              :
                                           :
                    v.                     :
                                           :
TRAVELERS INDEMNITY COMPANY OF             :
AMERICA,   WENTWORTH          PROPERTY     :
MANAGEMENT CORP, ITS EMPLOYEES,            :
AGENTS,    GLENN     M.      CAMPBELL,     :
ESQUIRE, WILLIAM J. FERREN &               ;
ASSOCIATES,             FIRSTSERVICE       :
RESIDENTIAL,       ITS          AGENTS,    :
EMPLOYEES, REPRESENTATIVES, PIER 3         :
CONDOMINIUM      ASSOCIATION,       ITS    :
BOARD,     AGENTS,        EMPLOYEES,       :
WENTWORTH PROPERTY MANAGEMENT              :
CORPORATION,        ITS         AGENTS,    :
EMPLOYEES, TRAVELERS PROPERTY              :
CASUALTY COMPANY OF AMERICA,               :
TRAVELERS     INDEMNITY        COMPANY     :
(IND),    TRAVELERS          INDEMNITY     :
COMPANY OF CONNECTICUT (TCT),              :
TRAVELERS CASUALTY INSURANCE               :
COMPANY     OF     AMERICA        (ACJ),   :
STANDARD     FIRE    OF     INSURANCE      :
COMPANY,    MONICA       E.     O’NEILL,   :
ESQUIRE, THOMAS THOMAS & HAFER,            :
                                           :
                     Appellees             :    No. 1290 EDA 2017

              Appeal from the Order Entered March 22, 2017,
           in the Court of Common Pleas of Philadelphia County,
             Civil Division at No(s): April Term, 2014 No. 01925

BEFORE: LAZARUS, PLATT,* and STRASSBURGER,* JJ.

MEMORANDUM BY STRASSBURGER, J.:                 FILED JANUARY 31, 2018



* Retired Senior Judge assigned to the Superior Court.
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      Dr. Ahlam Khalil appeals from the order entered on March 22, 2017,

which granted the motion to enforce settlement filed by Travelers Property

Casualty Insurance Company of America (Travelers).           Upon review, we

reverse.

      We provide a brief summary of the complicated factual and procedural

history of this matter.   On May 25, 2007, Khalil’s condominium sustained

water damage from a leak in an adjacent condominium owned by Jason and

Anne Marie Diegidio (the Diegidios). On July 16, 2008, Khalil filed a complaint

against the Diegidios and two insurance companies, Travelers and State Farm

(Khalil I).

      While that litigation was pending, in 2009, Pier 3 Condominium

Association (Pier 3) filed a complaint against Khalil for outstanding fees she

purportedly owed to Pier 3 while she was unable to inhabit her condominium

after the flood (Khalil II). Khalil filed a counterclaim against Pier 3, as well

as a joinder complaint against the Diegidios and Wentworth Property

Management (Wentworth), the property management company responsible

for maintenance.

      Subsequently, on May 12, 2011, Khalil signed a release with Travelers

in Khalil I. During trial, on May 20, 2011, Khalil settled her claims against

the Diegidios and State Farm in that matter. However, Khalil refused to accept




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any payments pursuant to the settlement agreements, and on October 11,

2011, the trial court issued an order finding the settlements to be valid. 1

      Based on these settlement agreements, Pier 3 and Wentworth moved

to dismiss Khalil’s counterclaims in Khalil II. On July 12, 2012, the trial court

entered an order granting these motions. The case proceeded to jury trial

and on July 19, 2012, the jury returned a verdict in favor of Pier 3 and against

Khalil for $109,000. Khalil filed post-trial motions and a notice of appeal. On

July 9, 2015, the Commonwealth Court affirmed the judgment against Khalil

and in favor of Pier 3. See Pier 3 Condominium Assoc. v. Khalil, 118 A.3d

495 (Pa. Cmwlth. 2015) (unpublished memorandum).

      Meanwhile, on April 17, 2014, Khalil filed a praecipe for writ of summons

in the instant matter. The case was deferred pending mediation and resolution

of prior cases. These settlement negotiations produced the document (Term

Sheet) that is at issue in this case. Specifically, on October 1, 2014, Khalil

and Travelers signed the Term Sheet that included the following language.

      1. Global resolution of all claims arising out of or directly or
      indirectly relating to the May 25, 2007 water damage event at the
      Pier 3 Condominium (the “Event”)….

                                      ***

      13. In addition to agreement on all of the terms set forth herein,
      the settlement and the payments by Travelers Property as set
      forth above are conditioned upon:




1For a more detailed history of Khalil I, see Khalil v. Diegidio, 102 A.3d
527 (Pa. Super. 2014) (unpublished memorandum).
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      (a)     The parties reaching agreement on the terms of a final
              written settlement agreement…

Khalil’s Brief, at Exhibit A.

      According to Travelers, “[f]ollowing the execution of the Term Sheet at

the October 1, 2014, mediation, Dr. Khalil, Travelers Property and their

respective counsel began working on the language of an even more formalized

document reflecting the global settlement agreement reached at the October

1, 2014, mediation as set forth in the Term Sheet.” Travelers’ Brief at 6-7.

Negotiations continued between Khalil and Travelers, but they “were unable

to decide on language of a formal written settlement document.” Id. at 8.

      On February 2, 2016, Khalil filed the complaint in this case, which set

forth numerous counts against all defendants related to her position that she

was fraudulently induced to settle and discontinue her prior actions by these

defendants.    On December 13, 2016, Travelers filed a motion to enforce

settlement, arguing that the Term Sheet was a global settlement agreement

that governed the outcome in the instant matter. On March 22, 2017, the trial

court granted the motion. Khalil timely filed a notice of appeal, and both Khalil

and the trial court complied with Pa.R.A.P. 1925.

      On appeal, Khalil sets forth two questions for our review.

      1. Whether the trial court erred as a matter of law in holding that
         a term sheet was an enforceable “global settlement
         agreement” where its unambiguous language reveals an intent
         not to be bound and the parties did not, and could not, satisfy
         the term sheet’s material and unambiguous conditions
         precedent, including “reaching agreement on the terms of a


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J-A29033-17


         final written settlement agreement” and obtaining releases
         from third parties[.]

      2. Whether the trial court erred as a matter of law in failing to
         hold an evidentiary hearing to determine whether the Term
         Sheet was an enforceable “global settlement agreement” or
         merely an unenforceable “agreement to agree.”

Khalil’s Brief at 5 (trial court answers omitted).

      In reviewing these issues, we bear in mind the following principles.

            In beginning our analysis, we note settlement agreements
      are governed by contract law principles. Mazzella v. Koken, []
      739 A.2d 531, 536 ([Pa.] 1999).

                   [W]hen a written contract is clear and
            unequivocal, its meaning must be determined by its
            contents alone. It speaks for itself and a meaning
            cannot be given to it other than that expressed.
            Where the intention of the parties is clear, there is no
            need to resort to extrinsic aids or evidence. Hence,
            where language is clear and unambiguous, the focus
            of interpretation is upon the terms of the agreement
            as manifestly expressed, rather than as, perhaps,
            silently intended.

      Steuart v. McChesney, 444 A.2d 659, 661 ([Pa.] 1982) (citation
      and internal quotations omitted) (emphasis in original). The
      meaning of an unambiguous contract presents a question of law
      for which our review is de novo. The fundamental rule in contract
      interpretation is to ascertain the intent of the contracting parties.
      In cases of a written contract, the intent of the parties is the
      writing itself. [I]n determining the intent of the contracting
      parties, all provisions in the agreement will be construed together
      and each will be given effect.... [This Court] will not interpret one
      provision of a contract in a manner which results in another
      portion being annulled. [A]n act or event designated in a contract
      will not be construed as a condition unless that clearly appears to
      be the intention of the parties.

Lesko v. Frankford Hosp.-Bucks Cty., 15 A.3d 337, 341-42 (Pa. 2011)

(some internal citations and quotation marks omitted).

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J-A29033-17

      Here, the trial court concluded that Travelers would pay Khalil a certain

sum to settle “all claims arising out of or directly or indirectly relating to the

May 25, 2007, water damage even[t] at Pier 3 Condominium.” Trial Court

Opinion, 6/29/2017, at 4 (internal quotation marks omitted). Although the

trial court recognized that certain conditions, including, “[a]greement to a final

written settlement” had to be met, it concluded nevertheless that an

agreement was reached. Id.

      Khalil argues the following in support of her position that the Term Sheet

was not a final settlement agreement: “The unambiguous language of the

Term Sheet reveals that there was no ‘meeting of the minds’ and no intent to

be bound. The Term Sheet was not a binding ‘global settlement agreement’

but only an unenforceable ‘agreement to agree.’” Khalil’s Brief at 25-26.

Travelers responds that the aforementioned “Term Sheet is an enforceable

agreement to settle the parties’ disputes.” Travelers’ Brief at 10. Travelers

argues that the Term Sheet meets the “essential terms of an agreement to

settle their disputes – an exchange of a sum certain for a release (and other

consideration).” Id. at 13.

      In reviewing the unambiguous language of the Term Sheet, we agree

with Khalil that the Term Sheet was conditioned upon the “[t]he parties

reaching agreement on the terms of a final written settlement agreement.”

Khalil’s Brief, at Exhibit A. Thus, it is clear from the writing itself that no final

agreement had been reached. Accordingly, we hold the trial court erred in


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J-A29033-17

concluding that the Term Sheet was an enforceable contract, and reverse the

order of the trial court.2

      Order reversed. Case remanded. Jurisdiction relinquished.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 1/31/18




2 Because we have concluded that the Term Sheet was unambiguous and clear
that no final settlement agreement had been reached, we need not address
Khalil’s second issue concerning whether she was entitled to a hearing on this
issue.
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