J-S24017-19


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

 HOLMAN COPELAND                          :   IN THE SUPERIOR COURT OF
                                          :        PENNSYLVANIA
                    Appellant             :
                                          :
                                          :
              v.                          :
                                          :
                                          :
 CAROL MASON                              :   No. 3499 EDA 2018

             Appeal from the Order Entered October 25, 2018
   In the Court of Common Pleas of Philadelphia County Civil Division at
                    No(s): April Term, 2013, No. 2298


BEFORE:     LAZARUS, J., McLAUGHLIN, J., and STEVENS*, P.J.E.

MEMORANDUM BY McLAUGHLIN, J.:                          FILED JULY 05, 2019

     Holman Copeland appeals from the entry of judgment in favor of Carol

Mason and against Copeland. Copeland maintains, among other things, that

the court erred in entering judgment against him. We affirm.

     The trial court set forth the factual and procedural history as follows:

          On January 4, 2013, [Copeland] and [Mason] entered into
          an agreement (the “2013 Sales Agreement”) for the sale of
          real estate located at 37 Slocum Street, Philadelphia, PA
          19119 (the “Property”). Several months later, the parties
          had not completed the 2013 Sales Agreement. Thus, on
          April 16, 2013, [Copeland] filed a civil complaint against
          [Mason] wherein he alleged claims of specific performance,
          breach of contract, and quiet title for [Mason’s] failure to
          sell the Property to [Copeland].

          One year later, on May 15, 2014, [Copeland] and [Mason]
          entered into a settlement agreement (the “2014 Settlement
          Agreement”) wherein they agreed to proceed with the sale
          of the Property but at a price reduced by the amount of
          payments made by [Copeland] on behalf of [Mason] to the
          mortgage processor.

____________________________________
* Former Justice specially assigned to the Superior Court.
J-S24017-19


         More than one year after entering into the 2014 Settlement
         Agreement, the parties had not sold the Property or
         otherwise complied with the terms of the 2014 Settlement
         Agreement. Thus, on September 10, 2015, the [trial court]
         granted [Mason’s] Motion to Enforce the 2014 Settlement
         Agreement and imposed sanctions on [Copeland]. In
         addition, [the court] ordered the parties to proceed toward
         settlement by December 10, 2015.

         Three years later, the parties still had not sold the property
         or complied with the 2014 Settlement Agreement. Thus, on
         April 13, 2018, [Mason] filed a Motion to Set Aside the 2014
         Settlement Agreement and to hold [Copeland] in contempt.
         [Mason’s] motion also requested that the trial court enter
         judgment in her favor and against [Copeland] as to all of
         [Copeland’s] claims brought in his civil complaint filed in
         2013.

         On October 25, 2018, the trial court denied [Mason’s]
         Motion to Set Aside the 2014 Settlement Agreement and to
         hold [Copeland] in contempt, but entered judgment in favor
         of [Mason] and against [Copeland] as to all of [Copeland’s]
         claims related to the 2013 Sales Agreement. The trial court
         entered judgment against [Copeland] because he was
         unable to perform his obligations under the 2013 Sales
         Agreement. See N.T., October 24, 2018 hearing at 16:19-
         22; 18:14-19:03.

Trial Court Opinion, filed Jan. 25, 2019, at 1-2.

      Copeland filed a timely Notice of Appeal, and raises the following issues:

         1. Did the Trial Court err in not finding [Copeland] to be in
         Contempt of Court?

         2. Did the Trial Court err in entering judgment in favor of
         [Mason] and against [Copeland] as to all of [Copeland’s]
         claims upon [Mason’s] Motion to Set Aside Settlement
         Agreement and to find [Copeland] in Contempt?

         3. Did the Trial Court err in denying [Copeland’s] Motion for
         Reconsideration where there was sufficient evidence that
         [Copeland] had adequate funding to purchase the subject
         Property?

Copeland’s Br. at 4 (suggested answers omitted).

                                     -2-
J-S24017-19



      In his first issue, Copeland argues the trial court correctly found that he

was not in contempt. Copeland was the prevailing party as to this issue, and

Mason did not appeal the ruling. Because he was the prevailing party,

Copeland does not have standing to challenge the order denying the motion

for contempt and we will not review the claim. In re J.G., 984 A.2d 541, 546

(Pa.Super. 2009) (en banc) (concluding prevailing party is not “aggrieved” by

order and does not have standing to appeal order).

      Copeland next claims that, because the parties had not agreed to a final

sales price and Mason failed to provide satisfaction of a prior mortgage, closing

was premature. He claims he did not concede that he lacked financing. He

claims the communication issues were due to Mason, and that the trial court

“should have ordered the parties to proceed one final time to closing,” as

Mason provided proof of satisfaction of the prior mortgage before the hearing.

Copeland’s Br. at 22.

      Contract interpretation is a question of law, for which our standard of

review is de novo and our scope of review is plenary. Davis v. Borough of

Montrose, 194 A.3d 597, 608 (Pa.Super. 2018). When interpreting a

contract, the goal “is to ascertain and give effect to the intent of the parties

as reasonably manifested by the language of their written agreement.” Id.

(quoting Gamesa Energy USA, LLC v. Ten Penn Ctr. Assoc., L.P., 181

A.3d 1188, 1192 (Pa.Super.), pet. for allowance of appeal granted, 191 A.3d

749 (Pa. 2018)). “Pennsylvania law recognizes the doctrine of frustration of

contractual purpose or ‘impracticability of performance’ as a valid defense to

                                      -3-
J-S24017-19



performance under a contract.” Id. This Court has cited the Restatement

(Second) of Contracts § 261, which provides:

         § 261. Discharge By Supervening Impracticability

         Where, after a contract is made, a party’s performance is
         made impracticable without his fault by the occurrence of
         an event the non-occurrence of which was a basic
         assumption on which the contract was made, his duty to
         render that performance is discharged, unless the language
         or the circumstances indicate the contrary.

Hart v. Arnold, 884 A.2d 316, 334-35 (Pa.Super. 2005) (quoting

Restatement (Second) of Contracts § 261 (1981)). Further:

         When people enter into a contract which is dependent for
         the possibility of its performance on the continual
         availability of a specific thing, and that availability comes to
         an end by reason of circumstances beyond the control of the
         parties, the contract is prima facie regarded as dissolved. .
         . . A court can and ought to examine the contract and the
         circumstances in which it was made, not of course to vary,
         but only to explain it, in order to see whether or not, from
         the nature of it the parties must have made their bargain on
         the footing that a particular thing or state of things would
         continue to exist. And if they must have done so, then a
         term to that effect will be implied, though it be not
         expressed in the contract.

Id. at 335 (quoting Greek Catholic Congregation of Borough of Olyphant

v. Plummer, 12 A.2d 435, 439 (Pa. 1940)).

      Here, the trial court found that Copeland’s initial complaint sought

specific performance, and that such a claim fails where a party does not have

the ability to execute on the agreement. Trial Court Opinion, at 3. It found the

doctrines of “frustration of purpose” and “impracticability of performance”

were valid defenses to specific performance of a contract. Id. at 3-4. The trial


                                      -4-
J-S24017-19



court found that Copeland conceded at the hearing that he did not have the

ability to obtain financing to purchase the property between September 10,

2015, and December 10, 2015, and did not have the ability to finance the

purchase at the time of the October 2018 hearing. Id. at 4. It found

Copeland’s ability to obtain financing was material to the 2013 Sales

Agreement, and because Copeland did not have the ability to purchase the

property, it properly entered judgment in favor of Mason.

      We agree. Copeland stated at the hearing that he did not have the

financing to purchase the Property. N.T., 10/24/18, at 16 (“THE COURT: So,

he’s not ready to go? [Copeland’s counsel]: Well, not today, because we don’t

have his final sale price.”). Furthermore, Copeland had failed to obtain

financing and proceed to closing in the approximately four years since the

settlement. Accordingly, the trial court did not err in concluding that the

contract could not be performed and properly entered judgment in favor of

Mason.

      Copeland next argues the court erred in denying his motion for

reconsideration. “[T]he refusal of a trial court to reconsider, rehear, or permit

reargument of a final decree is not reviewable on appeal.” Cheathem v.

Temple Univ. Hosp., 743 A.2d 518, 521 (Pa.Super. 1999) (citation omitted).

Because an order denying a motion to reconsider is not reviewable, we will

not address Copeland’s final claim.

      Order affirmed.




                                      -5-
J-S24017-19


Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 7/5/19




                          -6-
