              IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Kevin M. Waggle and                       :
Linda Ann Waggle and                      :
Salvatore Russo as trustee                :
                                          :
              v.                          : No. 64 C.D. 2018
                                          : Submitted: April 11, 2019
Woodland Hills Association, Inc.          :
                                          :
Appeal of: Kevin M. Waggle                :
and Linda Ann Waggle                      :


BEFORE:       HONORABLE MARY HANNAH LEAVITT, President Judge
              HONORABLE MICHAEL H. WOJCIK, Judge (P.)
              HONORABLE CHRISTINE FIZZANO CANNON, Judge

OPINION
BY PRESIDENT JUDGE LEAVITT                                     FILED: July 10, 2019

              Kevin M. and Linda Ann Waggle (collectively, Waggles) appeal an
order of the Court of Common Pleas of Wayne County (trial court) granting
Woodland Hills Association, Inc.’s (Association) request for a clarification of the
parties’ Settlement Agreement and holding the Waggles in contempt of court. The
trial court held that the Settlement Agreement required the Waggles to share in the
cost for capital improvements to common areas in a planned community and for
liability insurance on a shared boat dock. On appeal, the Waggles argue that the trial
court erred in its construction of the Settlement Agreement. They further contend
that the trial court’s interpretation of the Settlement Agreement effected an
unauthorized modification of the agreement. For the reasons to follow, we affirm
the trial court.
                                          Background

               Woodland Hills is a planned community located on Lake
Wallenpaupack in Wayne County, Pennsylvania. The Association maintains the
Woodland Hills common areas, including the roads and boat docks, and imposes
fees upon residents to fund this work.
               In 2005, the Waggles purchased a slip at Woodland Hills’ boat dock.
In 2008, a dispute arose between the Waggles and the Association about whether the
Waggles were members of the Association or entitled to own a slip at the boat dock.
In 2009, the Waggles filed a declaratory judgment action to establish that they were
not members of the Association and did not need to be in order to own a boat slip.1
In 2013, the parties resolved their dispute with a Settlement Agreement that, inter
alia, established that the Waggles, albeit not members of the Association, were
entitled to keep their boat slip and to vote on discrete issues. In return, they had to
pay a proportionate share of the costs related to common areas, the boat docks, and
the community’s water system. Reproduced Record at 28a-49a (R.R. __).2 On
October 22, 2013, the trial court entered an order approving the Settlement
Agreement.
               In May 2015, the Waggles filed a petition for contempt against the
Association. The petition alleged that the Association had failed to provide liability
insurance on their boat slip in accordance with the Settlement Agreement and had
not correctly calculated their 2015 Association and dock fees.


1
  The factual and procedural history of this dispute is set forth in this Court’s opinion in a prior
appeal. See Waggle v. Woodland Hills Association, Inc. (Pa. Cmwlth., No. 1264 C.D. 2011, filed
August 20, 2012) (unreported).
2
  The Settlement Agreement also involved Salvatore Russo; the Waggles and Russo are
collectively referred to as “Plaintiffs” in the Settlement Agreement.
                                                 2
             In October 2016, the Association filed a cross-petition for contempt,
alleging that the Waggles had not paid their 2015 and 2016 Association fees. In
addition, the Association sought a clarification that the Settlement Agreement
required the Waggles to share in the expense of maintaining the facilities they used,
including the roads and the boat dock. The Association asserted that maintenance
of the roads included their resurfacing, when needed.
             On January 24, 2017, the trial court ordered the Waggles to pay, within
30 days, $1,470.24, which represented the total of the Association’s 2015 and 2016
assessments on the Waggles. Additionally, the trial court scheduled a hearing on the
Association’s petition for clarification of the Settlement Agreement and directed the
parties to submit memoranda of law on what constitutes a maintenance expense as
opposed to a capital improvement expense.
             On February 21, 2017, the trial court conducted a hearing on the
Association’s contempt petition. At the hearing, the Waggles acknowledged that
they had not paid the $1,470.24. Their counsel explained that he

             wouldn’t like them, necessarily, to pay it before [they] had a
             judicial determination on that, ‘cause it does include, from what
             we believe to be, a capital improvement in the form [of] the
             levelling, the blacktopping, etc.

Notes of Testimony (N.T.), 2/21/2017, at 92; R.R. 238a. Their counsel also stated,
“I’m just asking that we give [the Waggles] additional time on that portion, until we
conclude the case.” Id.
             On March 7, 2017, following the hearing, the trial court entered the
following order:

             (1) As to streets, roads and/or traffic ways of which Non-
             Members of the [Association] are permitted to use, [the]


                                         3
               Waggle[s] shall pay their proportionate share of maintenance
               expenses.
                    We hold specifically that streets, roads and/or traffic ways,
               and transportation capital improvements are deemed to be
               improvements which have a life expectancy of three years or
               more, not including costs for maintenance, operation or repair.
               See In re: Maibach, LLC, 25 A[.]3d 1214 (Pa. Cmwlth[.] 2011).
               (2) In general capital improvements shall constitute building
               and/or construction of which according to Internal Revenue
               Service law and/or regulations would be required to be treated
               for tax purposes as capital improvements.

Order, 3/7/2017, at 1; R.R. 242a.
               The Association construed this order to mean that its road leveling3
project in Woodland Hills constituted a maintenance expense.                     The Waggles,
however, construed the order to mean that the Association’s road leveling project
was a capital improvement because it would extend the life of the road for more than
three years.
               On July 27, 2017, the Association filed another contempt petition
against the Waggles, alleging that they had not paid the entire $1,470.24, as ordered
by the trial court on January 24, 2017. The Waggles still owed approximately $300.4
Contemporaneous with its petition for contempt, the Association petitioned for a
clarification of the trial court’s March 7, 2017, order, to resolve the remaining issues
between the Association and the Waggles.
               On November 15, 2017, the trial court held a hearing on the
Association’s petition. At the hearing, counsel for the Waggles acknowledged that


3
  A leveling course is a layer of asphalt spread on the surface of existing roads. N.T., 2/21/2017,
at 31; R.R. 177a.
4
  It is not clear whether the amount owed by the Waggles was $300.12 or $300.24; therefore, for
purposes of this opinion, we will round the amount owed to $300.
                                                4
they had withheld $300 from the $1,470.24 owed to the Association. Counsel
explained that

             when the Court issued its Order back [in] January of 2017, the
             Court directed the Waggle[s] … to pay $1,470.2[4] for
             Association dock dues for 2015 and Association dock and water
             dues for 2016. Now at that same time in that January Order the
             Court indicated that it would be entertaining the Association’s
             request for clarification of the Settlement Agreement with the
             implication being that the Court would issue another Order
             clarifying the Settlement Agreement … which the Court did on
             March 7, 2017. So in this March 7, 2017 Order the Court
             clarifies that the Waggle[s] … are required to pay their
             proportionate share of maintenance expenses of those streets,
             roads and traffic ways that they are permitted to use, and that
             they’re not required to pay capital improvement costs for the
             streets, roads and traffic ways. And then the Court goes on to
             say that if you want to know what a capital improvement is you
             should look at the IRS law and IRS regulations. So, a part of the
             $1,470.2[4] that the Waggle[s] … were directed to pay, it turns
             out, is for capital improvements specifically that $300[] is for a
             levelling course and special projects.

N.T., 11/15/2017, at 9-10; R.R. 277a-78a (emphasis added). In short, the Waggles
construed the trial court’s March 7, 2017, order to mean that the resurfacing, or
“leveling,” of existing roads in Woodland Hills constituted a capital improvement
for which they were not responsible. Thus, they withheld payment of $300 out of
the $1,470.24.
             On December 12, 2017, the trial court entered an order holding the
Waggles in contempt for not paying the entire amount of $1,470.24 they had been
ordered to pay. Additionally, the trial court stated as follows:

             a. Section 6 of the Settlement Agreement is clarified to
             provide that Plaintiffs … are required to pay their proportionate
             share of any costs and expenses incurred by [the Association] to
             complete maintenance fees under the Settlement Agreement.

                                          5
            b. Section 6 of the Settlement Agreement is clarified to
            provide that Plaintiffs … are required to pay [the Association]
            their proportionate share of costs incurred to complete capital
            improvements to facilities that Plaintiffs have the right to use and
            enjoy including but not limited to roads, under the definition set
            forth in the Internal Revenue Services’ laws and regulations,
            including the specific costs identified in [the Association’s] 2016
            Road Budget and other projects that are designated “Special
            Projects” or “Special Repairs” when those “Special Projects” or
            “Special Repairs” relate and/or occur to facilities that Plaintiffs
            have the right to use and enjoy under the settlement agreement;
            and
            c. Section 8 of the Settlement Agreement is clarified to
            provide that Plaintiffs … are required to pay [the Association]
            their proportionate share of costs incurred by [the Association]
            for the purpose of obtaining and maintaining comprehensive
            and/or liability insurance for the docks, so long as the above
            named Plaintiffs respectively continue to own entitlement rights
            for boat slips on the docks which are owned and managed by [the
            Association].
            In the case of an insurer’s premium be[ing] higher based on non-
            members use as previously was the case, the above named
            Plaintiffs shall proportionately pay for such additional insurance
            premium costs.

Order, 12/12/2017, at 2-3 (emphasis added). In sum, the trial court construed the
Settlement Agreement to obligate the Waggles to pay their proportionate share of
the Association’s expenses to improve or maintain any common facility that the
Waggles were entitled to use, without regard to whether that expense constituted a
capital improvement. The Waggles filed the instant appeal.




                                         6
                                             Appeal

               On appeal,5 the Waggles raise three issues. First, they contend that the
trial court erred in holding them in contempt of the order of January 24, 2017,
because they did not act with wrongful intent in not paying the fees imposed for road
leveling. Second, they contend that the trial court’s order of December 12, 2017,
modified its prior orders of March 7, 2017, and October 22, 2013, and the trial court
lacked jurisdiction to do this because more than 30 days had elapsed after the entry
of the earlier orders. Third, they contend that the trial court erred in its construction
of the Settlement Agreement, which exempted them from any responsibility for
capital improvements to the roads and did not require them to pay separate fees for
dock insurance. We consider the issues seriatim.

                      I. Contempt of Order of January 24, 2017

               In their first issue, the Waggles contend that the trial court erred in
holding them in contempt of its order of January 24, 2017.                         The Waggles
acknowledge that they withheld $300 from the total of $1,470.24 they were ordered
to pay. They argue that because they did not act with wrongful intent, they cannot
be found in contempt of court.



5
  When reviewing an appeal from a contempt order, this Court’s scope of review is to determine
“whether the trial court abused its discretion or committed an error of law.” West Pittston Borough
v. LIW Investments, Inc., 119 A.3d 415, 421 n.9 (Pa. Cmwlth. 2015) (quoting Department of
Environmental Resources v. Gentile, 683 A.2d 711, 712 (Pa. Cmwlth. 1996)). In addition, a
challenge to jurisdiction raises a question of law. Thus, our standard of review is de novo, and our
scope of review is plenary. Kalmeyer v. Municipality of Penn Hills, 197 A.3d 1275, 1279 (Pa.
Cmwlth. 2018). Finally, when reviewing a trial court’s order interpreting a settlement agreement,
this Court’s scope of review determines whether the trial court committed an error of law or abused
its discretion. Mellish v. Hurlock Neck Duck Club, Inc., 886 A.2d 1151, 1157 n.11 (Pa. Cmwlth.
2005).
                                                 7
              Courts have inherent power to enforce their orders through the power
of contempt.        West Pittston Borough, 119 A.3d at 421.               In civil contempt
proceedings, the moving party has the burden to prove noncompliance by a
preponderance of the evidence. Barrett v. Barrett, 368 A.2d 616, 621 (Pa. 1977).
Mere noncompliance with a court order is not by itself sufficient to prove contempt;
rather, the complaining party must prove:

              (1)     That the contemnor had notice of the specific order or
                      decree which he is alleged to have disobeyed;
              (2)     That the act constituting the contemnor’s violation was
                      volitional; and
              (3)     That the contemnor acted with wrongful intent.

West Pittston Borough, 119 A.3d at 421 (emphasis omitted) (quoting Epstein v. Saul
Ewing, LLP, 7 A.3d 303, 318 (Pa. Super. 2010)). “Civil contempt may be proved
by circumstantial evidence and logical inference from other facts.” Holtzapple v.
CJD Group, LLC (Pa. Cmwlth., No. 1114 C.D. 2017, filed October 31, 2016), slip
op. at 6 (unreported)6 (citing Commonwealth v. Reese, 156 A.3d 1250, 1258 (Pa.
Super. 2017)). Wrongful intent can be inferred from circumstantial evidence. Id.
              The order of January 24, 2017, required the Waggles to pay the
Association $1,470.24 in 30 days. They did not do so. The Waggles acknowledge
notice of this order and that they did not make full payment. However, the Waggles
contend that they did not act with wrongful intent, which is necessary to a finding of
civil contempt.
              In support, the Waggles observe that the order of January 24, 2017,
directed the parties to submit briefs on the difference between maintenance expenses

6
  An unreported panel decision of this Court, “issued after January 15, 2008,” may be cited “for
its persuasive value[.]” 210 Pa. Code §69.414(a).
                                               8
and capital improvements, on which the trial court heard oral argument. Thereafter,
on March 7, 2017, the trial court issued an order holding “streets, roads and/or traffic
ways, and transportation capital improvements are deemed to be improvements
which have a life expectancy of three years or more[.]” Order, 3/7/2017, at 1; R.R.
242a. The Waggles interpreted the March 7, 2017, order as not requiring them to
pay for road-related capital improvements. For this reason, the Waggles contend
that they did not act with wrongful intent by not paying the remaining $300.
             The Association responds that the Waggles did not seek a clarification
or reconsideration of the trial court’s orders of January 24, 2017, or March 7, 2017.
At the hearing of February 21, 2017, the Waggles requested permission not to pay
the disputed amount, but the trial court denied the request. The Association contends
that the Waggles’ conduct demonstrates that they acted with wrongful intent in not
complying with the January 24, 2017, order. We agree.
             The trial court’s March 7, 2017, order did not relieve the Waggles of
their obligation to make payment of $1,470.24, and it did not hold that road leveling
was a capital improvement. The order stated that the line between a capital
improvement and a maintenance expense was to be drawn in accordance with federal
tax law, thereby disposing of one of the issues on which the Association had sought
clarification. Although the Waggles believed the new layer of asphalt installed in
the road leveling project would have a lifespan of five years, they offered no
evidence to support this belief.
             The order of January 24, 2017, required the Waggles to pay $1,470.24
within 30 days, and they did not comply. This Court has explained that “[w]rongful
intent can be inferred where it is clear from the language of the court order that the
conduct in question violates the court order and the evidence shows that the


                                           9
contemnor knowingly failed to comply.” Holtzapple, slip op. at 6 (citing Reese, 156
A.3d at 1258-60; Commonwealth v. Lambert, 147 A.3d 1221, 1227 (Pa. Super.
2016)). Here, there is no air in the trial court’s order to pay $1,470.24, and the
Waggles “knowingly failed to comply.” This supports an inference of wrongful
intent.
          II. Trial Court’s Jurisdiction to Issue December 12, 2017, Order

               The Waggles challenge the trial court’s jurisdiction to issue the
December 12, 2017, order purporting to clarify the Settlement Agreement. The
Waggles contend that the trial court’s so-called “clarifications” added language to
the Settlement Agreement, and in doing so the trial court actually modified its prior
orders of March 7, 2017, and October 22, 2013. They argue that because more than
30 days had passed from the date of those orders, the trial court lacked jurisdiction
to modify them. The Association responds that the trial court did not modify its
prior orders but only clarified and enforced them, and it had the authority to do so.
               The Waggles rely upon Section 5505 of the Judicial Code for their
argument that the trial court lacked authority to issue its order of December 12, 2017.
Section 5505 states as follows:

               Except as otherwise provided or prescribed by law, a court upon
               notice to the parties may modify or rescind any order within 30
               days after its entry, notwithstanding the prior termination of any
               term of court, if no appeal from such order has been taken or
               allowed.

42 Pa. C.S. §5505. The Association responds that the Waggles did not raise the
Section 5505 issue by not raising it before the trial court and, in any case, Section
5505 is irrelevant because it applies only to final orders.



                                           10
              We reject the Association’s contention that the Waggles waived their
Section 5505 argument. The Waggles challenge the trial court’s jurisdiction, which
is a non-waivable issue. Maurice A. Nernberg & Associates v. Coyne, 920 A.2d 967,
970 n.7 (Pa. Cmwlth. 2007). However, we reject the Waggles’ Section 5505
argument on the merits.
              Although styled as a “petition for clarification,” the Association’s
petition sought to enforce the Settlement Agreement, which had been incorporated
into the trial court’s October 22, 2013, order. “Courts routinely are called upon to
enforce consent orders they have issued upon later claims that parties have not
fulfilled their obligations under them.” Pennsylvania Higher Education Assistance
Agency v. Lal, 714 A.2d 1116, 1118 (Pa. Cmwlth. 1998). Passage of time does not
divest a trial court of jurisdiction to enforce its order. See Kalmeyer v. Municipality
of Penn Hills, 197 A.3d 1275, 1280 (Pa. Cmwlth. 2018). See also 42 Pa. C.S. §323
(courts have power to enforce their orders). In fact, this Court has recognized that
“[j]urisdiction to enforce settlement terms that are incorporated into a court order
can continue to exist [for] years[.]” Kalmeyer, 197 A.3d at 1280 (citing Pennypack
Woods Home Ownership Association v. Regan, 444 A.2d 715, 716 (Pa. Super. 1982)
(trial court retained jurisdiction to enforce settlement entered as consent decree 10
years earlier)).
              In sum, the trial court had authority to enforce its October 22, 2013,
order, which incorporated the parties’ Settlement Agreement. The trial court’s order
of December 12, 2017, did not violate Section 5505 of the Judicial Code.




                                          11
           III. Trial Court’s Construction of Settlement Agreement

                    a. Section 6 of the Settlement Agreement

             The Waggles argue that the trial court materially altered the Settlement
Agreement by holding that they must pay a “proportionate share of costs” incurred
by the Association “to complete capit[a]l improvements to facilities that [they] have
the right to use[.]” Order, 12/12/2017, at 2. They argue that Section 6 of the
Settlement Agreement obligates then to pay for capital improvements only to the
docks and water system. The Association responds that the Settlement Agreement,
when read in its entirety, requires the Waggles to “pay their share of capital
improvement costs for facilities that they had the right to use[,]” which includes the
roads. Association Brief at 45.
             A settlement agreement is “in essence a contract binding the parties
thereto.” Roe v. Pennsylvania Game Commission, 147 A.3d 1244, 1250 (Pa.
Cmwlth. 2016) (quoting Commonwealth v. U.S. Steel Corporation, 325 A.2d 324,
328 (Pa. Cmwlth. 1974)). Courts construe settlement agreements “according to the
traditional principles of contract construction.” Commonwealth ex. rel Fisher v.
Phillip Morris, Inc., 736 A.2d 693, 697 (Pa. Cmwlth. 1999). “The fundamental rule
in contract interpretation is to ascertain the intent of the contracting parties” from
the writing. Lesko v. Frankford Hospital-Bucks County, 15 A.3d 337, 342 (Pa.
2011).   Further, the “whole instrument must be taken together in arriving at
contractual intent.” Murphy v. Duquesne University of the Holy Ghost, 777 A.2d
418, 429 (Pa. 2001) (citation omitted). Where the language of the contract is clear
and unambiguous, the focus is upon the “terms of the agreement as manifestly
expressed, rather than as, perhaps, silently intended.” Lesko, 15 A.3d at 342 (quoting
Steuart v. McChesney, 444 A.2d 659, 661 (Pa. 1982)) (emphasis in original). A

                                         12
contract is ambiguous where it can be reasonably construed to have more than one
meaning. Sun Company, Inc. (R&M) v. Pennsylvania Turnpike Commission, 708
A.2d 875, 878 (Pa. Cmwlth. 1998).
            Section 6 of the Settlement Agreement provides, in relevant part, as
follows:

            6. Proportionate Share of Expenses.               Plaintiffs hereby
            acknowledge and agree that they will pay their proportionate
            share of maintenance expenses for the common facilities owned
            and/or managed by [the Association] and which are subject to
            use by Plaintiffs, on an annual basis. Plaintiffs shall not be
            obligated to pay for the following administrative costs incurred
            by [the Association] and assessed against [the Association] non-
            members: (1) security; (2) insurance; (3) meetings; (4)
            picnic/recreation; (5) web page/computer; (6) welcome wagon;
            (7) [the Association] flags; or (8) costs associated with properties
            or activities that Plaintiffs are not permitted to participate in due
            to their non-member status. [The Association] shall generate
            bills to Plaintiffs on an annual basis for these proportionate
            shares of expenses, which bills shall have a sufficient breakdown
            to identify the costs assessed against Plaintiffs. Plaintiffs shall
            not be obligated to pay more than their proportionate share or for
            the costs of any maintenance in excess of that assigned to
            members of [the Association]. Plaintiffs agree that they will pay
            their proportionate share of capital improvement costs related to
            improvement of the docks, so long as they continue to own boat
            slip entitlement rights, and to the water system, so long as they
            continue to utilize the water system. Plaintiffs are not otherwise
            obligated to pay a proportionate share of capital improvements
            to any other [Association] common facility or area that Plaintiffs
            are not entitled to use or enjoy through their deeded easements
            or through this Agreement.

Settlement Agreement, ¶6, at 4-5; R.R. 31a-32a (emphasis added). The trial court
construed Section 6 as follows:

            Section 6 of the Settlement Agreement is clarified to provide that
            [the Waggles] are required to pay [the Association] their
            proportionate share of costs incurred to complete capital
                                         13
             improvements to facilities that [the Waggles] have the right to
             use and enjoy….

Order, 12/12/2017, at 2 (emphasis added). The trial court simply eliminated the
double negative from the final sentence of Section 6. This means that the Waggles
were obligated “to pay a proportionate share of capital improvements … to any other
common facility or area” they are entitled to use.
             Section 6 requires the Waggles to pay: (1) maintenance expenses for
common facilities they can use; (2) a proportionate share of capital improvement
costs for the boat docks; and (3) a proportionate share of capital improvement costs
for the community water system. Section 6 exempts the Waggles from paying for
capital improvements to common facilities they “are not entitled to use.” Settlement
Agreement, ¶6 at 4-5; R.R. 31a-32a. Section 6 does not, however, exempt the
Waggles from sharing in the cost of capital improvements to the common facilities
that they do use. To the contrary, the final sentence of Section 6 obligates the
Waggles to share in these costs.
             Further, Section 6 must be read in conjunction with all the provisions
of the Settlement Agreement. It recites, inter alia, that the Waggles “are required to
pay proportionate expenses for the common facilities owned by [the Association].”
Settlement Agreement at 1; R.R. 28a (emphasis added). Section 5 states that the
Waggles have voting rights on issues “involving monies requested by [the
Association] from [the Waggles], including monies requested for maintenance and
improvement of common facilities….” Settlement Agreement at 3, ¶5; R.R. 30a
(emphasis added). Section 13 states, in relevant part, that the Waggles cannot use
the members-only amenities if they “are not contributing to a proportionate share of
the maintenance and/or improvement of such facilities.” Settlement Agreement at
7, ¶13; R.R. 34a (emphasis added).

                                         14
             The Settlement Agreement allows the Waggles to vote on “monies
requested by” the Association for “improvement of common facilities.”               The
Settlement Agreement also provides that the Waggles cannot use amenities if they
are not contributing to “a proportionate share of the … improvement of such
facilities[.]” Settlement Agreement at 7, ¶13; R.R. 34a. The Association argues that
these two provisions further memorialize the intention that the Waggles bear a
proportionate share of the cost to maintain or improve the facilities and areas they
use. We agree.
             Finally, we reject the Waggles contention that the trial court’s order
modified the terms of the Settlement Agreement. “[I]t is not the province of the
court to alter a contract by construction or to make a new contract for the parties; its
duty is confined to the interpretation of the one which they have made for
themselves, without regard to its wisdom or folly.” Steuart, 444 A.2d at 662
(quotations omitted). In other words,

             [t]he court may not rewrite the contract for the purpose of
             accomplishing that which, in its opinion, may appear proper, or,
             on general principles of abstract justice … make for [the parties]
             a better contract than they chose, or saw fit, to make for
             themselves, or remake a contract, under the guise of construction,
             because it later appears that a different agreement should have
             been consummated in the first instance….

Id. (quotation omitted). Here, the trial court limited its role to one of interpretation.
             Section 6 obligates the Waggles to pay for improvements to the docks
and the water system, and it relieves them from sharing in the “capital improvements
to any other common facility or area” that they cannot use “through their deeded
easements or through this agreement.” Settlement Agreement, ¶6, at 4-5; R.R. 31a-
32a. Both Section 9 of the Settlement Agreement and the Waggles’ deed give them

                                           15
the right to use the roads in Woodland Hills and, thus, they must pay their
proportionate share of the costs for capital improvements to roads or other common
areas.
            The trial court’s interpretation of Section 6 is consistent with the intent
of the parties and the language of the Settlement Agreement as a whole.
Accordingly, we conclude that the trial court did not err in its interpretation of
Section 6 of the Settlement Agreement.

                   b. Section 8 of the Settlement Agreement

            Next, the Waggles argue that the trial court materially altered Section 8
of the Settlement Agreement by making them pay more for insurance than the other
boat slip owners. The Association responds that the Waggles are responsible for
their share of the cost of liability insurance on their boat slips. The Association
added the Waggles to its insurance policy, although it was not obligated to do so,
and it would be inequitable for the Waggles to receive this benefit without paying
for it.
            Section 8 of the Settlement Agreement states, in relevant part, as
follows:

            8. Dock Slip Entitlements. Plaintiffs will continue to own the
            entitlement rights to their boat slips on the dock facilities, which
            are managed [by the Association], which are attached to that
            certain real property that is owned by [the Association], and
            which exist pursuant to the [Association’s] license with
            Pennsylvania Power & Light (“PP&L”)…. Plaintiffs’ ownership
            of these entitlement rights is subject to the following rules:
                   a. Plaintiffs will pay any and all dues,
                   assessments, fees and charges that are uniformly
                   imposed upon all boat slip entitlement owners
                   similarly situated in [the Association].


                                         16
                                               ***
                    d. Plaintiffs are solely responsible for the use and
                    safety of their boats and any and all persons utilizing
                    Plaintiffs’ boats and boat slip entitlement rights,
                    except to the extent that any such damage is caused
                    by the intentional, negligent, or reckless actions or
                    inactions of [the Association] or any other party.

Settlement Agreement at 5-6, ¶8(a), (d); R.R. 32a-33a (emphasis added). The trial
court held that Section 8 required the Waggles “to pay their proportionate share of
costs for the purpose of obtaining and maintaining comprehensive and/or liability
insurance for the docks….” Order, 12/12/2017, at 3. The trial court also held that,
if an insurer’s premium was higher based on non-members’ use, then the Waggles
“shall proportionately pay for such additional insurance premium costs.” Id.
             The Settlement Agreement makes the Waggles responsible for “the use
and safety of their boats” and “boat slip.” Settlement Agreement at 5, ¶8(d); R.R.
32a. The Settlement Agreement further provides that the Waggles’ “use of the boat
slips, are subject to all the terms and conditions of the PP&L license attached [to the
Settlement Agreement].” Settlement Agreement at 6, ¶8(f); R.R. 33a. The PP&L
license agreement requires that the docks and slips be fully insured. See PP&L
License at 5-6, ¶16; R.R. 44a-45a. Stated otherwise, Paragraph 8 of the Settlement
Agreement incorporated the insurance requirement set forth in the PP&L license.
             In addition, Section 8(a) of the Settlement Agreement states that the
Waggles “will pay any and all dues, assessments, fees and charges that are uniformly
imposed upon all boat slip entitlement owners similarly situated in [Woodland
Hills].” Settlement Agreement at 5, ¶8(a); R.R. 32a (emphasis added). Because the
Waggles are not members of the Association, they must make the same premium
contribution as all other non-members. Id. This amount may be higher, or lower,

                                          17
than what Association members pay. Notably, the record is devoid of evidence that
the Waggles’ insurance premium is not identical to what is imposed on other non-
members or, for that matter, on Association members.
            In short, the trial court’s interpretation is fully consistent with the
language of Section 8.
                                    Conclusion
            For all the above-stated reasons, we affirm the order of the trial court.

                                   ______________________________________
                                   MARY HANNAH LEAVITT, President Judge




                                        18
             IN THE COMMONWEALTH COURT OF PENNSYLVANIA


Kevin M. Waggle and                    :
Linda Ann Waggle and                   :
Salvatore Russo as trustee             :
                                       :
            v.                         : No. 64 C.D. 2018
                                       :
Woodland Hills Association, Inc.       :
                                       :
Appeal of: Kevin M. Waggle             :
and Linda Ann Waggle                   :


                                   ORDER


            AND NOW, this 10th day of July, 2019, the order of Court of Common
Pleas of Wayne County, dated December 12, 2017, is AFFIRMED.


                                   _____________________________________
                                   MARY HANNAH LEAVITT, President Judge
