J-A10022-18


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

    NOVA HOME HEALTH CARE, INC.                :   IN THE SUPERIOR COURT OF
                                               :        PENNSYLVANIA
                                               :
                v.                             :
                                               :
                                               :
    PETER KOUTROULIS, UNITED                   :
    HEALTH CARE, LLC, JOHN/JANE DOE            :
    1, AND JOHN/JANE DOE 2                     :   No. 2610 EDA 2017

                  Appeal from the Order Entered July 24, 2017
      In the Court of Common Pleas of Philadelphia County Civil Division at
                        No(s): July Term, 2016 No. 0709


BEFORE:       GANTMAN, P.J., McLAUGHLIN, J., and RANSOM*, J.

MEMORANDUM BY McLAUGHLIN, J.:                             FILED JUNE 07, 2018

        Appellant, Peter Koutroulis, appeals from the order granting the petition

of Appellee, Nova Home Health Care, Inc. (“Nova”), to enforce a settlement

agreement. Nova sued Koutroulis in tort alleging that while he was president

of Nova, Koutroulis surreptitiously started a competing business. The parties

engaged in settlement discussions that included a telephone conversation.

Koutroulis frames the issue in this appeal as, “Did this telephone conversation

create a binding settlement agreement?”1 The trial judge, the Honorable

Patricia A. McInerney, answered that question, “Yes.” We do as well, and we

affirm based on Judge McInerney’s Opinion.



____________________________________________


*    Retired Senior Judge assigned to the Superior Court.

1   Appellant’s Br. at 4.
J-A10022-18



      We adopt Judge McInerney’s recitation of the factual and procedural

history of this case. Trial Court Opinion, filed 12/15/17, at 1-8.

      Koutroulis argues on appeal that the telephone conversation did not

create an enforceable settlement agreement because Nova’s counsel “did not

unconditionally and absolutely accept” all terms of Koutroulis’s counteroffer.

Appellant’s Br. at 13. He maintains that during the phone conversation,

counsel only discussed two settlement terms and Nova’s counsel did not

during the call objectively manifest assent to all terms. Koutroulis also

contends that his lawyer’s statement that a particular term – that Nova drop

a demand for indemnification in exchange for Koutroulis’s agreement not to

seek certain documents regarding an Attorney General investigation – was

“reasonable,” did not constitute acceptance of that term. Koutroulis

additionally argues that the testimony of Nova’s counsel that she believed that

the parties had reached a settlement was not credible, when viewed in the

context of two other pieces of evidence.

      We apply contract law to determine the enforceability of a settlement

agreement. Mastroni-Mucker v. Allstate Ins. Co., 976 A.2d 510, 517-18

(Pa.Super. 2009). Contract interpretation is a question of law, and our

standard of review of questions of law is de novo and our scope of review is

plenary. Id. We may reverse the trial court’s findings of fact only if they are

predicated on an error of law or are unsupported by the record. Id. at 518.

      None of Koutroulis’s arguments has merit, and we affirm based on Judge

McInerney’s Opinion. Her Opinion sets forth her findings of fact that the parties

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J-A10022-18



reached agreement on all material terms, one by one, over a series of

discussions, with agreement on the outstanding terms occurring during the

phone conversation. See Trial Court Opinion at 3-7. Judge McInerney

specifically found as a fact that the parties agreed during the call that Nova

would not require indemnification and Koutroulis would forgo his document

requests. Id. at 5. She thus treated defense counsel’s response that that term

was “reasonable” as an acceptance of the term, and not a mere statement of

personal opinion. Similarly, Judge McInerney stated in her Opinion that she

credited the testimony of Nova’s counsel and disbelieved all materially

inconsistent testimony. Id. at 7.

      Each of Koutroulis’s arguments on appeal amounts to a challenge to

Judge McInerney’s factual findings and credibility determinations. However,

Judge McInerney’s findings are supported by the record and are not based on

any error of law. We therefore, as our standard of review requires, affirm them

and deny Koutroulis’s appeal.

      Finally, we deny Nova’s Motion to Dismiss this appeal due to alleged

deficiencies in Koutroulis’s brief and in the reproduced record. Any such

failings did not significantly hamper our appellate review in this case.

      Order affirmed. Motion to Dismiss denied.




                                     -3-
J-A10022-18




Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 6/7/18




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                                                               Circulated 05/15/2018 02:42 PM




COPIES SENT PURSUANT TO Pa.R.C.P. 236(b) D. KELLY 12/15/2017
