         IN THE COMMONWEALTH COURT OF PENNSYLVANIA


Devereux Foundation,                  :
                          Appellant   :
                                      :
               v.                     :
                                      :
Chester County Intermediate Unit      : No. 698 C.D. 2014
No. 24                                : Argued: May 8, 2015


BEFORE:        HONORABLE DAN PELLEGRINI, President Judge
               HONORABLE P. KEVIN BROBSON, Judge
               HONORABLE ANNE E. COVEY, Judge


OPINION NOT REPORTED


MEMORANDUM OPINION BY
PRESIDENT JUDGE PELLEGRINI                  FILED: May 28, 2015


               The Devereux Foundation (Foundation) appeals from an order of the
Court of Common Pleas of Chester County (trial court), finding that pursuant to a
series of contracts between the Foundation and Chester County Intermediate Unit
No. 24 (Intermediate Unit), the Intermediate Unit’s obligation to pay for special-
education services rendered by the Foundation was conditioned upon the
Intermediate Unit’s receipt of payment from the students’ residential school
districts. For the reasons that follow, we affirm in part and remand for further
proceedings.
                                                I.
               The parties have stipulated to the following facts. The Foundation is a
national organization which provides residential treatment services to children. It
operates four facilities in Chester County, which are located within the following
school districts:       West     Chester, Great        Valley, Tredyffrin/Easttown, and
Downingtown (Host Districts). Beginning in 1998, the Host Districts determined
that they lacked the capacity to educate the exceptional students placed in
residential treatment facilities within their districts, including those residing in
Foundation facilities, for which they were required to provide educational
services.1 As a result, the Host Districts delegated their responsibilities under
Section 1372(4) of the Code, 24 P.S. § 13-1372(4), to the Intermediate Unit, which
in turn contracted with the Foundation to provide for the children’s educational
needs. The Host Districts also agreed that the Intermediate Unit could perform
“identification of special needs children” and “administration of billing and
reimbursement functions” on their behalves.                 (Reproduced Record [R.R.] at
1401a.)

       1
         Under the Public School Code of 1949 (Code), Act of March 10, 1949, P.L. 30, as
amended, 24 P.S. §§ 1-10127-2702, a school district must provide educational services to a student
who receives services from a residential treatment facility located within the district, even though
the student is not a legal resident of the district. See Section 1306(a) of the Code, 24 P.S. § 13-
1306(a).

        The Code defines “children with exceptionalities” as “children of school age who have a
disability or who are gifted and who, by reason thereof, need specially designed instruction.”
Section 1371(1) of the Code, 24 P.S. § 13-1371(1). Where the host school district lacks the ability
to educate “exceptional” children not otherwise provided for, the district’s intermediate unit must
“provide, maintain, administer, supervise and operate such additional classes or schools as are
necessary or…otherwise provide for the proper education and training for all exceptional
children.” Section 1372(4) of the Code, 24 P.S. § 13-1372(4).




                                                 2
              The Intermediate Unit and the Foundation entered into a series of
Standard Education Agreements (Agreements), providing that the Intermediate
Unit would pay a set, daily fee to the Foundation with regard to each child referred
there, in exchange for the Foundation’s providing educational services.2


              In turn, under Section 1309(b) of the Code, the Host Districts were
entitled to recover the costs the Foundation charged for the children’s education
from the districts of which the children were legal residents (Home Districts). 24
P.S. § 13-1309(b). While the daily fee with respect to regular education is fixed by
law, organizations providing special education may collect a “special education
charge in addition to the applicable tuition charge.” Section 1309(a)(2) of the
Code, 24 P.S. § 13-1309(a)(2). Further, because the Host Districts authorized the
Intermediate Unit to provide reimbursement and billing functions on their
behalves, the Intermediate Unit was entitled to seek reimbursement of these fees
from Home Districts to apply against the costs it was invoiced by the Foundation.


       2
          To qualify for special-education services, a child must be evaluated to determine if he
has an intellectual disability, health impairment, or specific learning disability that requires
special education. 22 Pa. Code § 14.123. Before an initial evaluation may be conducted, parental
consent generally must be obtained on a permission to evaluate (PTE) form. 34 C.F.R. §
300.300(a)(1)(i)(iii). Following administration of the assessments and other evaluation
measures, an individualized education program (IEP) team determines whether a child has a
qualifying disability. 34 C.F.R. § 300.306(a)(1). A copy of the evaluation report (ER) and
supporting documentation must be provided to the child’s parent. 34 C.F.R. § 300.306(a)(2). If
a child is determined to have a disability, an IEP must be developed, and parental notice and
consent must be provided via a Notice of Recommended Educational Placement (NOREP)
before the IEP is implemented. See 34 C.F.R. § 300.300(b); 34 C.F.R. § 300.320(a). While IEPs
were already in effect for some children before they were referred to the Foundation (Category I
students), this appeal concerns the children who did not yet have IEPs and therefore did not yet
qualify for special-education services (Category II students).




                                               3
              In this regard, a 2001 amendment to the Agreements provided:

              Re: Item 3 — Payment of Fees

              As established and agreed, Agency (Chester County
              Intermediate Unit) shall make payment to [the
              Foundation] only after collecting such educational fees
              from the student’s resident school district.
              Remittances shall take place within seven (7) business
              days of the date Chester County Intermediate Unit
              receives funds from the student’s resident school district.


(R.R. at 1474a.) (Emphasis added.)


              Following the 2001 amendments, Home Districts periodically refused
to pay the Intermediate Unit for the Foundation’s special-education services.
Specifically, the Philadelphia School District (PSD) refused to provide
reimbursement at the special-education rate for Category II students who were
placed into the Foundation’s special-education program by Host Districts and for
whom the necessary paperwork was not subsequently provided to it.3 Although the
Intermediate Unit remitted all monies collected from the Home Districts to the

       3
          In a February 2008 letter, John J. Tommasini, the Director of the Bureau of Special
Education for the Pennsylvania Department of Education, directed the Intermediate Unit to
provide PSD the ERs, IEPs, and NOREPs for all Category II students for whom payment was
disputed. He further directed PSD to reimburse the Intermediate Unit for the outstanding
balances upon receipt of these documents. However, Director Tommasini cautioned the parties
that “[t]he [PSD] is only responsible for reimbursement when a NOREP signed by the parent of
the student occurred after the ER.” (R.R. at 1616a.) Finally, Director Tommasini explained that
the Intermediate Unit may invoice PSD for special-education services provided in accordance
with an IEP only when the IEP is crafted on a case-by-case basis for students rather than
generically as an “interim” IEP.




                                              4
Foundation (less the administrative fees it was entitled to collect), the Intermediate
Unit refused to pay the difference between the amounts remitted to it by the Home
Districts and the amounts owing to the Foundation for services rendered (the
shortfall). Despite continued efforts by the Foundation and the Intermediate Unit
to secure additional payments, an outstanding balance of $1,881,411.80 remained
unpaid with regard to services rendered between 20032010.4


                                             II.
              In February 2009, the Foundation filed an equity action against the
Intermediate Unit and the Host Districts (Foundation I), asserting promissory
estoppel and unjust enrichment claims and seeking to collect the unpaid shortfall.
Following a bench trial, the trial court determined that the Foundation’s equitable
claims were precluded because the parties’ duties and obligations were governed
by express contracts and entered judgment in favor of the Intermediate Unit and
the Host Districts. The trial court further opined:

              Moreover, these contracts were “pay when paid”
              contracts…and [the Intermediate Unit] has not yet been
              paid…. Therefore, the time for payment to [the
              Foundation] had not yet ripened as of the date of trial, at
              least for amounts still unpaid as of the time of trial. [The
              Foundation] argues that it terminated the “pay when
              paid” provision and substituted therefore a provision that
              services would be paid for in a timely fashion after the
              services were rendered. The evidence supports the

       4
          The Intermediate Unit’s records identify the amounts owed to the Foundation as
“uncollectible,” meaning that they pertain to students for whom final IEPs or NOREPs were not
received or with regard to whom the Home District disagrees with the student’s designation as
special needs.




                                             5
              conclusion that [the Foundation] sought such a change
              but not that [the Intermediate Unit] agreed to such
              change.


(R.R. at 1619a.) (Emphasis added.)


              Subsequently, in October 2011, the Foundation instituted a second
action, asserting that the Intermediate Unit breached the Agreements, as amended,
when it: (1) failed to pay the Foundation in full for special-education services
rendered; and (2) failed to obtain parental signatures on IEP, NOREP and/or other
requisite forms, thereby resulting in Home Districts’ refusal to pay special-
education rates with respect to certain children.


              Following dismissal of the Intermediate Unit’s preliminary objections,
this matter proceeded to a bench trial based solely upon the parties’ stipulations
and exhibits. The trial court entered judgment for the Intermediate Unit, reasoning
that under the plain language of the amendment, the Intermediate Unit’s obligation
to pay the Foundation for services rendered was conditioned upon the Intermediate
Unit’s receipt of monies from the Home Districts.5


              Specifically, the trial court held that Item 3, the amendment:


              [U]nambiguously express[es] the parties’ intention that
              [the Intermediate Unit] is obligated to pay [the

       5
         Nonetheless, the trial court examined the voluminous exhibits presented by the parties
and determined that extrinsic evidence did not counsel in favor of a different outcome.




                                              6
               Foundation] only those educational fees collected. [The
               Intermediate Unit] must remit “such educational fees”
               collected from students’ resident school districts.
               Further, [the Intermediate Unit]’s obligation to remit
               those amounts arises “only after collecting” the fees from
               students’ resident school districts. Viewing Item 3 within
               the context of the Agreements, there is nothing to
               indicate that the parties intended to obligate [the
               Intermediate Unit] to pay [the Foundation] amounts other
               than those collected from the students’ resident school
               districts or that [the Intermediate Unit] should bear the
               risk of loss with respect to any amounts billed to Home
               Districts but not paid by them (or anyone else).


(7/23/14 Trial Court Opinion, at 4.)


               Additionally, the trial court rejected the Foundation’s argument that
the Agreements should be interpreted as “pay-when-paid” clauses in construction
contracts (as opposed to “pay-if-paid” clauses), noting that such clauses are
industry jargon that are not applicable outside the construction-industry realm.
Following the denial of the Foundation’s post-trial motions, the Foundation filed
the instant appeal.6


                                               III.
               On appeal, the Foundation asserts that the trial court erred in
interpreting the subject Agreements as including “pay-if-paid” rather than “paid-
       6
          Whether a trial court has correctly interpreted a writing in ascertaining the legal duties
arising from it is a question of law which this Court may review. Downingtown Area School
District v. International Fidelity Insurance Co., 769 A.2d 560, 565 n.9 (Pa. Cmwlth.), appeal
denied, 786 A.2d 991 (Pa. 2001). We review the trial court’s decision for legal error. Id.




                                                 7
when-paid” clauses. Pay-when-paid provisions are timing mechanisms that do not
shift the risk of the principal’s nonpayment from the contractor (Intermediate Unit)
to the subcontractor (Foundation); when so much time has passed that further delay
in payment would be unreasonable, the contractor must pay his subcontractor
under a pay-when-paid contract.              Pay-if-paid contracts, on the other hand,
explicitly shift the risk of nonpayment to the subcontractor; in such a case, the
contractor who recovers nothing from his principal owes nothing to his
subcontractor.     The Foundation contends that in Foundation I, the trial court
already determined that the subject clause was a “pay-when-paid” clause, and that
under Pennsylvania law, this term provides a timing mechanism regarding when
payment is due but does not condition the Intermediate Unit’s payment to the
Foundation upon receipt of the Home Districts’ outstanding balances.


                                               A.
               As a preliminary matter, we are not bound by the trial court’s
characterization of the subject clause as a “pay-when-paid” clause in Foundation
I.7   That decision adjudicated the Foundation’s equitable claims against the
Intermediate Unit and the Host Districts, dismissing the action because an express
contract governed, and the trial court’s characterization of Item 3 as a “pay-when



       7
          As the United States Court of Appeals for the Third Circuit has explained, “[i]n
construction contract parlance,” a “pay-if-paid” clause results in a subcontractor being paid by
the general contractor only if the owner pays the general contractor for the subcontractor’s work.
Sloan & Co. v. Liberty Mutual Insurance Co., 653 F.3d 175, 179 (3d Cir. 2011). Conversely, a
“pay-when-paid” clause “does not establish a condition precedent, but merely creates a timing
mechanism for the general contractor’s payment to the subcontractor.” Id. at 180.




                                                8
paid” clause was not then before it, i.e., it was dicta.8 More importantly, although
the court in Foundation I may have applied the “pay-when-paid” label, in
substance, it seemed to find that the clause was a “pay-if-paid” provision, rejecting
the Foundation’s claim that the clause provided for payment in a timely fashion
after services were rendered, and instead explaining that the Intermediate Unit’s
duty to pay ripened only when the Intermediate Unit received payment.


                                                  B.
               Next, the parties dispute whether the law surrounding “pay-if-paid”
and “pay-when-paid” clauses, typically present in construction contracts, is
applicable to the payment dispute here, with the Foundation contending that such
principles are applicable outside of the construction-contract context while the
Intermediate Unit asserts that the distinction does not apply outside of construction
contracts.


               In interpreting all contracts—construction and otherwise—“[t]he
fundamental rule…is to ascertain and give effect to the intention of the parties.”
Lower Frederick Township v. Clemmer, 543 A.2d 502, 510 (Pa. 1988) (internal
quotation omitted). Where a dispute concerns a written contract, the intent of the

       8
          Similarly, with regard to the Intermediate Unit’s res judicata and collateral estoppel
arguments, in Foundation I, the parties did not litigate and the trial court did not decide whether
the Intermediate Unit breached Item 3 of the amended Agreements. See Henion v. Workers'
Compensation Appeal Board (Firpo & Sons, Inc.), 776 A.2d 362, 365–66 (Pa. Cmwlth. 2001)
(explaining that res judicata applies only when, among other requirements, “the subject matter
and the ultimate issues are the same in both the old and the new proceedings”); id. at 365
(“Collateral estoppel acts to foreclose litigation in a later action of issues of law or fact that were
actually litigated and necessary to a previous final judgment.”).




                                                  9
parties “is to be regarded as being embodied in the writing itself, and when the
words are clear and unambiguous the intent is to be discovered only from the
express language of the agreement.” Steuart v. McChesney, 444 A.2d 659, 661
(Pa. 1982). If the language is clear, it is a question of law. To determine if 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.” East Crossroads Center, Inc. v. Mellon-Stuart Co.,
205 A.2d 865, 866 (Pa. 1965).


              If the language is ambiguous, however, what the agreement means is
determined by the surrounding facts and circumstances, and that requires a
decision for the trier of fact. Hutchison v. Sunbeam Coal Corp., 519 A.2d 385, 390
(Pa. 1986).    An ambiguity exists if the language is subject to two or more
reasonable interpretations. Drummond v. University of Pennsylvania, 651 A.2d
572, 580 (Pa. Cmwlth. 1994), appeal denied, 661 A.2d 875 (Pa. 1995). Initially,
the court must ascertain whether the intent of the parties, as manifested only by the
language of the contract, is clear.     Standard Venetian Blind Co. v. American
Empire Insurance Co., 469 A.2d 563, 566 (Pa. 1983).


              These rules are not suspended in the construction-contract context,
and likewise, there exists no rule of law precluding parties outside the construction
realm from contracting for desirable provisions, even if those provisions
traditionally apply in the construction arena. “Pay-if-paid” or “pay-when-paid”
attribution to a payment clause is not some independent rule that applies only in



                                          10
the construction-contract context but is merely a label used to describe the ultimate
effect of the payment provision within the context of that agreement.


                                         C.
             The determinative issue in this case is whether Item 3 imposes a
condition precedent which must occur before the Intermediate Unit’s payment to
the Foundation is due or whether it merely establishes a timing mechanism. If
Item 3 is tantamount to a timing mechanism, “referred to merely to measure the
passage of time,” “if the event does not occur some alternative means will be found
to measure the passage of time, and the non-occurrence of the event will not
prevent the obligor’s duty from becoming one of performance.” United Plate
Glass Co. Division of Chromalloy American Corp. v. Metal Trims Industries, Inc.,
525 A.2d 468, 470 (Pa. Cmwlth. 1987). In this case, the trial court found that the
unambiguous language is a “pay if paid” provision.


             In support of its position that the amendment merely creates a timing
mechanism, the Foundation relies upon various federal court cases applying
Pennsylvania law, contending that the trial court committed an error of law in
finding that language creates a “pay if paid” provision. Sloan & Co. v. Liberty
Mutual Insurance Co., 653 F.3d 175 (3d Cir. 2011); Glass Artistry Architectural
Glass & Metal, LLC v. Western Surety Co., Civil Action No. 09-2244, 2010 WL
331701 (E.D. Pa. Jan. 27, 2010); LBL Skysystems (USA), Inc. v. APG-America,
Inc., No. Civ. A. 02-5379, 2005 WL 2140240 (E.D. Pa. Aug. 31, 2005); and




                                         11
Earthdata International of North Carolina, LLC v. STV Inc., 159 F. Supp. 2d 844
(E.D. Pa. 2001).9


               In Sloan & Co., the following provision was at issue: “Final payment
shall be made within thirty (30) days after the last of the following to occur, the
occurrence of all of which shall be conditions precedent to such final payment…”
653 F.3d at 179. The provision then listed seven conditions precedent, including a
requirement that the land developer pay the prime contractor before the prime
contractor was obligated to pay the subcontractor.                  Id.    The Third Circuit
determined that this clause created a “pay-if-paid” situation due to the manner in
which it unequivocally conditioned payment.                Id. at 181.      The court further
explained that “additional language [was not required] to underscore [the parties’]
intent to create a pay-if-paid clause” when “expressly delineated conditions
precedents” were enumerated. Id.10


       9
          We do not find Glass Artistry Architectural Glass & Metal, LLC instructive, as the
district court in that case denied the plaintiff’s motion for summary judgment, determining that
genuine issues of material fact existed regarding the terms of the subject contract. Civil Action
No. 09-2244, 2010 WL 331701, at *6. As such, the court found it unnecessary to determine
whether the term at issue constituted a “pay-if-paid” or a “pay-when-paid” clause. Id. at *7 n.4.

       Also, Earthdata International of North Carolina, LLC, involved a provision stating, “The
Subconsultant invoices approved for payment by the Client shall be paid to the Subconsultant
when such payment is received by the Consultant.” 159 F. Supp. 2d at 845 (emphasis added).
There, the district court denied the contractor’s and subcontractor’s cross-motions for summary
judgment, finding that the provision was legally ambiguous. Id. at 847.

       10
           Ultimately, the Third Circuit determined that the subcontractor could pursue its claims
for final payment due to another, “super-override” provision, but such a term is not at issue in
this case. Sloan & Co., 653 F.3d at 184.




                                               12
             Similarly, the District Court for the Eastern District of Pennsylvania
determined that a “pay-if-paid” clause was at issue in LBL Skysystems (USA), Inc.,
No. Civ. A. 02-5379, 2005 WL 2140240, at *32.              Specifically, the subject
language stated, “Disbursements are anticipated twice monthly.             However,
disbursement will be processed as funds are received.” Id. There, the district
court reasoned that a subcontractor was not entitled to receive payment unless
funds were first received by the funds administrator, and therefore, that its
payments were so conditioned. Id. The district court further explained, “[a] pay-if-
paid condition generally requires words such as ‘condition,’ ‘if and only if,’ or
‘unless and until’ that convey the parties’ intention that a payment to a
subcontractor is contingent on the contractor’s receipt of those funds.” Id.


             In interpreting the amended Agreement in accordance with its
ordinary meaning, we agree with the trial court that Item 3 conditions the
Intermediate Unit’s duty to pay the Foundation upon receipt of fees from the Home
Districts. Significantly, Item 3 provides that the Intermediate Unit must make
payment “only after” it has received such payments from the Home Districts. As
described in Merriam-Webster’s Collegiate Dictionary (11th ed. 2004), the word
“only” means “with the restriction that,” and therefore serves to condition the
phrase preceding it upon occurrence of the condition following it. Id. at 867. Such
a restriction is consistent with a condition precedent and the case law cited by the
Foundation. See LBL Skysystems (USA), Inc., No. Civ. A. 02-5379, 2005 WL
2140240, at *32 (explaining that “pay-if-paid” provisions generally require words
such as “if and only if”). After all, in Sloan & Co. v. Liberty Mutual Insurance
Co., the Third Circuit interpreted a contract provision establishing conditions



                                         13
precedent to create a “pay-if-paid” provision, and here, the restrictive phrase “only
after” clearly and unambiguously establishes such a condition precedent. 653 F.3d
175 (3d Cir. 2011).


               Moreover, the second sentence of Item 3, stating “Remittances shall
take place within seven (7) business days of the date Chester County Intermediate
Unit receives funds from the student’s resident school district,” is analogous to the
language at issue in LBL Skysystems (USA), Inc., which the district court found to
independently create a “pay-if-paid” clause.           No. Civ. A. 02-5379, 2005 WL
2140240, at *32 (“However, disbursement will be processed as funds are
received.”).    After all, if the Home Districts fail to remit payment to the
Intermediate Unit, the event which triggers the seven-day deadline fails to occur.


               For these reasons, we also find unavailing the Foundation’s argument
that where the Intermediate Unit received partial payments from Home Districts,
the Intermediate Unit was nonetheless obligated to remit to the Foundation the full
amount invoiced. Pursuant to Item 3, the Intermediate Unit’s duty to pay in full is
not triggered until it receives payment in full. In this regard, Item 3 states that the
Intermediate Unit “shall make payment to [the Foundation] only after collecting
such educational fees from the student’s resident school district.” (R.R. at 1474a
(emphasis added.)) The word “such” refers to the fees collected from the Home
Districts and obligates the Intermediate Unit to remit only this amount (less its
administrative fees).11

       11
          We reject the Foundation’s argument that Item 3 should be interpreted in accordance
with Restatement (Second) of Contracts §227(1) (1981), as adopted by this Court in United Plate
(Footnote continued on next page…)

                                              14
                                                D.
               Further, the Foundation argues that the trial court erred in failing to
rule upon its second cause of action—its claim that the Intermediate Unit breached
the Agreement by failing to obtain parental signatures on the IEP, NOREP, and
other requisite forms, thereby resulting in Home Districts’ refusal to pay special-
education rates. We agree.

(continued…)

Glass Co. Division of Chromalloy American Corp. v. Metal Trims Industries, Inc., 525 A.2d 468,
470 (Pa. Cmwlth. 1987). That section provides, in relevant part:

               § 227 Standards of Preference with Regard to Conditions

               (1) In resolving doubts as to whether an event is made a condition
               of an obligor’s duty, and as to the nature of such an event, an
               interpretation is preferred that will reduce the obligee’s risk of
               forfeiture, unless the event is within the obligee’s control or the
               circumstances indicate that he has assumed the risk.

               (2) Unless the contract is of a type under which only one party
               generally undertakes duties, when it is doubtful whether

                       (a) a duty is imposed on an obligee that an event occur, or
                       (b) the event is made a condition of the obligor’s duty, or
                       (c) the event is made a condition of the obligor’s duty and a
               duty is imposed on the obligee that the event occur, the first
               interpretation is preferred if the event is within the obligee’s
               control.

               (3) In case of doubt, an interpretation under which an event is a
               condition of an obligor’s duty is preferred over an interpretation
               under which the non-occurrence of the event is a ground for
               discharge of that duty after it has become a duty to perform.

Restatement (Second) of Contracts §227(1). While Section 227 may be persuasive in “resolving
doubts” or in “case of doubt,” we decline to apply its provisions to alter the parties’ intent, as
ascertained from the unambiguous, plain language of the contract provision.



                                               15
             Despite the fact that the Foundation’s concise statement of errors
complained of on appeal challenged the trial court’s judgment with regard to its
second cause of action, the trial court’s order and opinion did not address this
issue. See Pa. R.A.P. 1925(a)(1) (“Except as otherwise prescribed by this rule,
upon receipt of the notice of appeal, the judge who entered the order giving rise to
the notice of appeal, if the reasons for the order do not already appear of record,
shall forthwith file of record at least a brief opinion of the reasons for the order, or
for the rulings or other errors complained of, or shall specify in writing the place in
the record where such reasons may be found.”).


             Because the absence of an opinion addressing this issue hinders
meaningful appellate review, we remand to the trial court with instruction to
address its judgment regarding the Foundation’s second cause of action in a Rule
1925(a) opinion. See Eiser v. Brown & Williamson Tobacco Corp., 938 A.2d 417,
429 (Pa. 2007) (remanding a matter to the Superior Court to address the eight
issues preserved in the appellant’s concise statement of errors complained of on
appeal and explaining that if it requires a more comprehensive Rule 1925(a)
opinion on those issues, it may further remand to the trial court which initially
addressed only two of the preserved issues); see also Commonwealth v. Castillo,
888 A.2d 775, 778 (Pa. 2005) (noting that Rule 1925 seeks to aid appellate review
by enabling a trial court to address in its opinion the issues preserved by the
appellant). To the extent the Intermediate Unit contends that this claim is barred
by the statute of frauds or that the Foundation has a statutory remedy available,
these defenses should also be addressed by the trial court in the first instance.




                                          16
             Accordingly, we affirm the trial court’s order with respect to the
Foundation’s first breach of contract claim, and we remand with respect to the
Foundation’s remaining claim, instructing the trial court to set forth the rationale
for its holding in a Rule 1925(a) opinion.




                                       DAN PELLEGRINI, President Judge




                                         17
          IN THE COMMONWEALTH COURT OF PENNSYLVANIA


Devereux Foundation,                     :
                           Appellant     :
                                         :
             v.                          :
                                         :
Chester County Intermediate Unit         :
No. 24                                   : No. 698 C.D. 2014




                                       ORDER


             AND NOW, this 28th day of May, 2015, the order of the Court of
Common Pleas of Chester County dated December 20, 2013, in the above-
captioned matter, is affirmed with respect to Devereux Foundation’s first cause of
action. With respect to Devereux Foundation’s second cause of action, this matter
is remanded to the trial court with instructions to set forth its rationale in a
supplemental Rule 1925(a) opinion and transmit the record to this Court within
sixty (60) days of the date of this order.


             Jurisdiction is retained.




                                         DAN PELLEGRINI, President Judge
