J-A12012-16


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

SVNE PHARMA, INC.,                                IN THE SUPERIOR COURT OF
                                                        PENNSYLVANIA
                            Appellant

                       v.

NORTHEAST PHILADELPHIA PHARMACY,
INC. AND INNA SANDLER F/K/A INNA
ZAYDENBERG,

                            Appellees                 No. 1561 EDA 2015


                   Appeal from the Order Entered April 24, 2015
              In the Court of Common Pleas of Philadelphia County
              Civil Division at No(s): August Term, 2013 No. 02706


SVNE PHARMA, INC.,                                IN THE SUPERIOR COURT OF
                                                        PENNSYLVANIA
                            Appellant

                       v.

NORTHEAST PHILADELPHIA PHARMACY,
INC. AND INNA SANDLER F/K/A INNA
ZAYDENBERG,

                            Appellees                 No. 2335 EDA 2015


                    Appeal from the Order Entered July 2, 2015
              In the Court of Common Pleas of Philadelphia County
              Civil Division at No(s): August Term, 2013 No. 02706

BEFORE: BENDER, P.J.E., PANELLA, J., and STEVENS, P.J.E.*

MEMORANDUM BY BENDER, P.J.E.:                       FILED AUGUST 30, 2016


____________________________________________


*
    Former Justice specially assigned to the Superior Court.
J-A12012-16


       SVNE Pharma, Inc. (SVNE or Appellant) appeals from the orders

entered April 24, 2015, and July 2, 2015, in which the trial court denied its

motion for partial summary judgment, granted the motion for summary

judgment filed by Northeast Philadelphia Pharmacy, Inc. and Inna Sandler

(collectively, NEPP or Appellees), dismissed SVNE’s complaint, and thereafter

awarded fees and costs to NEPP.1 We affirm.

       We adopt the following statement, setting forth the factual background

to this case:

       This action arises from [SVNE’s] purchase of a pharmacy from
       [NEPP]. SVNE, owned by Purnachandra Roa Akkineni and
       Ramaswamy Ram Gummadi, operates pharmacies in the greater
       Philadelphia area. … Sandler is the former president and sole
       owner of NEPP, a pharmacy which filled prescription medications
       and sold over-the-counter drugs and other front-of-house
       merchandise. NEPP issued coupons to its customers.          The
       coupons were issued in several forms through the course of
       NEPP's ownership history and were redeemed by NEPP's
       customers at designated local establishments. The cashiers at
       each of the local establishments knew the coupon's value was
       $1.00.    After collecting the coupons from customers, local
       merchants would then present the coupons to NEPP for their
       redemption.

       In January or February 2011, Howard Brooker, a representative
       of SVNE met with Sandler, to discuss the sale of NEPP to SVNE.
       Brooker visited the pharmacy on at least three occasions, once
       during regular business hours. On each occasion, Brooker was
       given a tour of the pharmacy as well as explanations as to how
       the business was conducted. A disputed question of fact exists
       as to whether Sandler discussed the Coupon Program with
       Brooker prior to the sale of the Pharmacy and/or whether
____________________________________________


1
  In August 2015, these appeals were consolidated by stipulation.        See
Pa.R.A.P. 513.



                                           -2-
J-A12012-16


     Sandler disclosed the Coupon Program prior to the sale of
     Pharmacy to SVNE.

     On September 1, 2011, NEPP and SVNE executed an Asset
     Purchase Agreement in which NEPP transferred its assets to
     SVNE for $2,000,000. This sale price was based on the stated
     revenues of the Pharmacy. Included in the Asset Purchase
     Agreement were warrants and representations issued by NEPP to
     SVNE.    Particularly, [Section] 3.14 of the Asset Purchase
     Agreement, "Compliance with Law", provided as follows:

       Seller[s] [i.e., NEPP] complied in all material respects with
       all state and federal laws pertaining to the Business and
       operation of the pharmacy. Sellers have complied with all
       third provider contracts and agreements. Sellers have
       complied in all material aspects with all existing laws,
       rules, regulations, ordinances, orders, judgments and
       decrees now or hereafter applicable to the Assets, or the
       sale or transfer of the Assets, including without limitation
       the transfer of controlled substances.

     Additionally, the Asset Purchase Agreement confirmed that the
     representations and warranties made by NEPP were true and not
     misleading in any material respect[.] …

     On September 16, 2011, SVNE took over the operations of the
     pharmacy with Brooker serving as pharmacist and manager. On
     September 19, 2011, Brooker began maintaining a Coupon Log
     to keep track of the reimbursement checks issued to the local
     businesses for the redeemed coupons. The Coupon Log
     contained forty entries from September 19, 2011 through and
     including February 2, 2012. At some point, SVNE began to
     question the legality of the Coupon Program. SVNE never
     received a legal opinion regarding the legality of the Coupon
     Program. SVNE did discuss its concerns about the Coupon
     Program with Sandler who informed SVNE that terminating the
     program would be disastrous. Additionally, SVNE alleged to
     have discovered during its operations that NEPP routinely waived
     customer co-pays for their prescriptions and issued a dollar
     coupon for each prescription filled by said customers. SVNE
     stopped reimbursing the local merchants for the redemption of
     NEPP coupons by March 5, 2012.




                                   -3-
J-A12012-16


      [Appellee] Sandler offered to purchase the pharmacy [back]
      from SVNE on two occasions, offering $700,000 and $500,000
      respectively. SVNE refused. As a result of the cessation of the
      programs, SVNE alleged the average weekly prescriptions
      decreased from more than 3,500 per week prior to February 18,
      2012 to less than 1,500 per week after March 17, 2012. SVNE
      also alleged that the $10 million in gross revenue upon which the
      $2 million purchase price was based dwindled to $4.25 million in
      2012 as the number of prescriptions declined from 123,185 per
      year to 38,737 per year.

Trial Court Opinion (S. J. Opinion), 07/28/2015, at 1-3 (internal citations to

the record omitted; some punctuation modified).

      In addition to the above facts, Section 3.19 of the purchase agreement

provided as follows:

      Seller shall not, by Seller's acts or omissions, permit or suffer
      any action to be taken which would cause any of the foregoing
      representations and warranties to be untrue or misleading in any
      material respect as of Closing. No representation or warranty of
      Seller contained in this Agreement or statement in the Schedules
      or Exhibits hereto contains any materially untrue statement. No
      representation or warranty of Seller contained in this Agreement
      or statement in the Schedules or Exhibits hereto omits to state a
      material fact necessary in order to make the statements herein
      or therein, in light of the circumstances under which they were
      made, not materially misleading.

Complaint, Exhibit A, “Asset Purchase Agreement,” § 3.19.

      SVNE commenced this action in August 2013, asserting claims for

fraud, equitable fraud/rescission, and breach of contract. In support of each

claim, SVNE alleged that NEPP (1) had engaged in an illegal coupon scheme

and other irregular billing practices; (2) had concealed these practices from

SVNE; and (3) that said practices had artificially inflated the reported profits

of the pharmacy. See Complaint at ¶¶ 43-45, 50-52, and 57-59. According

                                     -4-
J-A12012-16


to SVNE, NEPP’s concealment of its coupon scheme and billing practices

fraudulently induced SVNE to purchase the pharmacy and, further, as these

practices were illegal, violated NEPP’s warranty that its operation of the

pharmacy had complied with state and federal law. Id. at ¶¶ 46, 53, and

58. To the extent SVNE prevailed on its contract claim, SVNE further sought

attorneys’ fees and costs as provided in the contract.    Id. at ¶ 60 (citing

Section 8.08 of the Asset Purchase agreement).

       In December 2014, the parties filed competing motions for summary

judgment. SVNE filed a motion for partial summary judgment as to its claim

for breach of contract, asserting that NEPP’s illegal coupon program and

routine waiver of customer copayments constituted material breaches of

Sections 3.14 and 3.19 of the Asset Purchase Agreement.          See SVNE’s

Motion for Partial Summary Judgment, 12/02/2014, at ¶¶ 79-82. NEPP filed

a motion for summary judgment as to all counts against it, asserting that (1)

SVNE’s fraud claim was barred by the parol evidence rule, as well as the gist

of the action doctrine, (2) SVNE’s equitable rescission claim was waived for

failure to act promptly, and (3) SVNE’s contract claim was barred by the

doctrine of election of remedies,2 and the claim further failed as a matter of



____________________________________________


2
  The doctrine of the election of remedies estops a party from claiming two
or more inconsistent remedial rights. See, e.g., Umbelina v. Adams, 34
A.3d 151, 161-62 (Pa. Super. 2011).



                                           -5-
J-A12012-16


law for lack of causation.         See NEPP’s Motion for Summary Judgment,

12/02/2014, at ¶¶ 61-62, 72, 93-94, 104-06, and 124.

       Following timely responses and oral argument, the trial court denied

SVNE’s motion for partial summary judgment, granted NEPP’s motion for

summary judgment, and dismissed SVNE’s complaint.            See Trial Court

Order, 04/24/2015. SVNE timely appealed this order. The trial court did not

direct SVNE to file a Pa.R.A.P. 1925(b) statement. Nevertheless, the court

issued an opinion explaining its decision. See S. J. Opinion.3

       According to the trial court, SVNE’s fraud claim was barred by the gist

of the action doctrine.         Noting that SVNE’s claim was based upon its

assertion that NEPP had failed to disclose an allegedly illegal coupon

program and, further, that the parties’ Asset Purchase Agreement included

warranties against such unlawful actions, the court concluded that “the gist

of the action was contract, not fraud.” S. J. Opinion at 5. Regarding SVNE’s

claim for rescission, the court concluded that there was no evidence that

SVNE had acted promptly in seeking the remedy, and therefore, SVNE had

waived any claim for equitable rescission. Id. at 6-7. Finally, the trial court

addressed the inadequacy of SVNE’s claim for breach of contract, reasoning

that any damages incurred by SVNE were the result of its own business

____________________________________________


3
  The trial court issued a preliminary opinion with its order dated
04/24/2015. See Trial Court Opinion (Preliminary Opinion), 04/24/2015.




                                           -6-
J-A12012-16


decision to terminate the coupon program and not NEPP’s allegedly illegal

operation of the pharmacy, or its concealment thereof.                Id. at 7-8.

Accordingly, the trial court concluded there was no causal connection

between the alleged breach and SVNE’s damages. Id. In this context, the

court also noted that SVNE’s derivative claim for attorneys’ fees, based upon

the alleged breach of contract, was moot. See id. at 8 n.15.

       Prior to SVNE’s notice of appeal, NEPP filed a motion for counsel fees.

Following SVNE’s response and oral argument, the trial court granted the

motion in part, awarding NEPP fees in the amount of $104,783.95 and costs

in the amount of $24,213.06.                   See Trial Court Order, 07/02/2015.

Judgment was entered on the award, and SVNE timely appealed. 4

Thereafter, SVNE filed a court-ordered Pa.R.A.P. 1925(b) statement, and the

trial court issued a responsive opinion.             See Trial Court Opinion (Fees

Opinion), 10/01/2015.

       SVNE raises several issues, paraphrased as follows:

       1. Whether the trial court erred in concluding that there was no
       evidence that NEPP conducted an illegal coupon program, which,
       as a matter of law, would constitute a breach of the parties’
       Asset Purchase Agreement, specifically Sections 3.14 and 3.19;

       2. Whether the trial court erred in dismissing SVNE’s fraud in
       the inducement claim, premised upon NEPP’s concealment of its
       coupon program, where SVNE’s claim for fraud was not barred
       by the gist of the action doctrine; and
____________________________________________


4
  The entry of judgment was unnecessary.    See Miller Elec. Co. v.
DeWeese, 907 A.2d 1051, 1056-57 (Pa. 2006).



                                           -7-
J-A12012-16



       3. Whether the trial court erred in awarding NEPP counsel fees
       pursuant to the parties’ Asset Purchase Agreement, where (a)
       the agreement was voidable, as it was induced by fraud, and (b)
       NEPP was estopped from recovering fees based upon the fee-
       shifting provision of the agreement.

See Appellant’s Brief at 5-7.5

       The first two issues raised by SVNE challenge the trial court’s decision

to grant NEPP summary judgment and dismiss SVNE’s claims for fraud and

breach of contract.6

       Our scope of review of an order granting summary judgment is
       plenary.   We apply the same standard as the trial court,
       reviewing all the evidence of record to determine whether there
       exists a genuine issue of material fact. We view the record in
       the light most favorable to the non-moving party, and all doubts
       as to the existence of a genuine issue of material fact must be
       resolved against the moving party. Only where there is no
       genuine issue as to any material fact and it is clear that the
       moving party is entitled to a judgment as a matter of law will
       summary judgment be entered.

       Motions for summary judgment necessarily and directly implicate
       the plaintiff's proof of the elements of his cause of action. Thus,
       a record that supports summary judgment will either (1) show
____________________________________________


5
  SVNE’s statement of the questions involved comprises three pages. It is
needlessly long. Moreover, SVNE has failed to comply with Pennsylvania
Rule of Appellate Procedure 2119, in that its argument is not divided into as
many parts as there are questions presented. In a brief that comprises
more than fifty pages, this failure has complicated our review of Appellant’s
arguments. See In re R.D., 44 A.3d 657, 674 (Pa. Super. 2012) (“[W]hen
defects in a brief impede our ability to conduct meaningful appellate review,
we may dismiss the appeal entirely or find certain issues to be waived.”);
Pa.R.A.P. 2119.
6
  SVNE does not challenge the court’s decision regarding its claim for
equitable rescission.



                                           -8-
J-A12012-16


       the material facts are undisputed or (2) contain insufficient
       evidence of facts to make out a prima facie cause of action or
       defense and, therefore, there is no issue to be submitted to the
       fact-finder. Upon appellate review, we are not bound by the trial
       court's conclusions of law, but may reach our own conclusions.
       The appellate court may disturb the trial court's order only upon
       an error of law or an abuse of discretion.

DeArmitt v. N.Y. Life Ins. Co., 73 A.3d 578, 585-586 (Pa. Super. 2013)

(internal    citations   and    quotation      marks   omitted;   some   punctuation

modified).

       In its first issue, SVNE contends the trial court erred in dismissing its

contract claim. According to SVNE, NEPP’s coupon program and its routine

waiver of customer co-payments violated several state and federal laws.7

These alleged violations, according to SVNE, constituted a material breach of

the parties’ Asset Purchase Agreement. See, e.g., SVNE’s Appellate Brief at

28 (citing Section 3.14 of the agreement, which warranted that NEPP

complied with all state and federal laws regarding the operation of the

pharmacy). Thus, SVNE concludes, it was entitled to summary judgment on

its contract claim, or alternatively, it should have been permitted to proceed

to trial on the merits. Id. at 30.



____________________________________________


7
  According to SVNE, the coupon program and the routine waiver of
customer co-payments were illegal, as they violated the federal Anti-
Kickback Statute (AKS), 42 U.S.C. § 1320a-7b(b), the Civil Monetary
Penalties Law (CMPL), 42 U.S.C. § 1320a-7a, the Pennsylvania AKS, 62 P.S.
§ 1407, and the federal False Claims Act (FCA), 42 U.S.C. § 1320a-7b(g).



                                           -9-
J-A12012-16


       The central premise of SVNE’s argument is that the trial court was

required to evaluate the legality of NEPP’s operation of the pharmacy, and

the court’s failure to do so constitutes reversible error. See Appellant’s Brief

at 30. We reject this premise. To our knowledge, there exists no private

cause of action for an alleged violation of the state and federal anti-kickback

statutes cited by SVNE.     See supra at n.5; see also, e.g., 42 U.S.C. §

1320a-7 (indicating that the Secretary of Health and Human Services is

empowered to pursue such claims).       Similarly, no private cause of action

exists for either the Civil Monetary Penalties Law or the federal False Claims

Act.   Id.   Indeed, SVNE alleges no such claims in its complaint.      Absent

independent government action, e.g., a criminal indictment or complaint

filed, an advisory opinion issued, or a civil or criminal judgment entered

against NEPP, the record is devoid of evidence establishing that NEPP’s

operation of the pharmacy violated any state or federal law.

       Moreover, SVNE fails to explain how or why the trial court was

required to determine the legality of NEPP’s operation of the pharmacy. It

cites no authority supporting this premise.     Accordingly, we deem SVNE’s

argument waived for lack of proper development. See McEwing v. Lititz

Mut. Ins. Co., 77 A.3d 639, 647 (Pa. Super. 2013) (“[W]here an appellate

brief fails to provide any discussion of a claim with citation to relevant

authority or fails to develop the issue in any other meaningful fashion




                                     - 10 -
J-A12012-16


capable of review, that claim is waived.”) (quoting Umbelina, 34 A.3d at

161).

        Absent this waiver, we discern no error in the trial court’s analysis. To

state a claim for breach of contract, a plaintiff must establish “(1) the

existence of a contract, including its essential terms, (2) a breach of a duty

imposed by the contract[,] and (3) resultant damages.” Corestates Bank,

N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super. 1999).          Moreover, it is

well settled that “[i]n order to recover damages pursuant to a breach of

contract, the plaintiff must show a causal connection between the breach

and the loss.”    Logan v. Mirror Printing Co. of Altoona, Pa., 600 A.2d

225, 226 (Pa. Super. 1991).

        Here, SVNE alleged that NEPP breached Section 3.14 of the Asset

Purchase Agreement by failing to operate the pharmacy in accordance with

state and federal law. However, there is no evidence of record establishing

a connection between this alleged breach and any damages incurred by

SVNE. To the contrary, as determined by the trial court, “[t]he undisputed

facts of record demonstrate the cause for SVNE's losses was SVNE's

business decision to voluntarily terminate the Coupon Program and change

billing procedures.” S. J. Opinion at 7-8. Accordingly, as a matter of law,

SVNE cannot establish its claim for breach of contract.        See Logan, 600

A.2d 226.




                                      - 11 -
J-A12012-16


      In its second issue, SVNE contends the trial court erred in dismissing

SVNE’s claim for fraud, as it misapplied the gist of the action doctrine. See

Appellant’s Brief at 39.    The gist of the action doctrine “is designed to

maintain the conceptual distinction between breach of contract claims and

tort claims.”   eToll, Inc. v. Elias/Savion Adver., Inc., 811 A.2d 10, 14

(Pa. Super. 2002). In application, the doctrine precludes a plaintiff “from re-

casting ordinary breach of contract claims into tort claims.” Id.

      Recently, the Pennsylvania Supreme Court expressly adopted the

doctrine and described it in the following manner:

      The general governing principle which can be derived from our
      prior cases is that our Court has consistently regarded the
      nature of the duty alleged to have been breached, as established
      by the underlying averments supporting the claim in a plaintiff's
      complaint, to be the critical determinative factor in determining
      whether the claim is truly one in tort, or for breach of contract.
      In this regard, the substance of the allegations comprising a
      claim in a plaintiff's complaint are of paramount importance,
      and, thus, the mere labeling by the plaintiff of a claim as being
      in tort, e.g., for negligence, is not controlling. If the facts of a
      particular claim establish that the duty breached is one created
      by the parties by the terms of their contract — i.e., a specific
      promise to do something that a party would not ordinarily have
      been obligated to do but for the existence of the contract — then
      the claim is to be viewed as one for breach of contract. If,
      however, the facts establish that the claim involves the
      defendant's violation of a broader social duty owed to all
      individuals, which is imposed by the law of torts and, hence,
      exists regardless of the contract, then it must be regarded as a
      tort.

Bruno v. Erie Ins. Co., 106 A.3d 48, 68-69 (Pa. 2014) (internal citations

omitted).




                                     - 12 -
J-A12012-16


       According to SVNE, NEPP fraudulently induced the purchase of its

pharmacy by concealing its allegedly illegal coupon program and other billing

practices from SVNE. SVNE asserts that NEPP’s concealment was material to

its decision to enter into the Asset Purchase Agreement but unrelated to any

contractual obligation.8 See Appellant’s Brief at 41.

       SVNE’s argument is without merit.           As noted above, SVNE premised

both its contract claim and fraud claim on the same operative facts. Thus,

from the outset, SVNE’s complaint blurs the conceptual distinction between

contract and tort that the gist of the action doctrine works to maintain. See

eToll, 811 A.2d at 14. Moreover, the terms of the parties’ Asset Purchase

Agreement are clear.         The agreement required NEPP to warrant that its

operation of the pharmacy complied with state and federal law.               Asset

Purchase Agreement at § 3.19. Further, NEPP expressly agreed that it had

not concealed any material fact that would render its representations and

warranties misleading.        Id. at § 3.19.       As these duties were defined by

contract and did not arise from or reflect a broader social duty owed to all

individuals, SVNE’s claim clearly sounds in contract, not tort. See Bruno,

____________________________________________


8
  Although NEPP disputes whether it concealed the coupon program, based
upon our standard of review, we construe the record against NEPP in this
regard. Thus, we credit SVNE’s evidence of concealment. There is no
dispute, however, that the coupon program contributed to the success of the
pharmacy. According to SVNE, pharmacy profits were artificially inflated by
the program, and it was these profits that induced SVNE’s purchase.




                                          - 13 -
J-A12012-16


106 A.3d at 68-69.         Accordingly, we discern no error in the trial court’s

application of the gist of the action doctrine.9

       In its final issue, SVNE contends the trial court erred when it awarded

counsel fees to NEPP. Notably, SVNE has abandoned its prior challenge to

the reasonableness of the fees awarded, focusing rather on the court’s

decision whether to award fees at all.             Compare Appellant’s Pa.R.A.P.

1925(b) Statement, 09/04/2015, with Appellant’s Brief at 7, 50-53. SVNE

raises two arguments in this regard.

       First, SVNE asserts that the trial court should not have interpreted the

Asset Purchase Agreement, because SVNE’s primary claim asserted fraud,

not breach of contract, and because its fraud claim rendered the agreement

void. See Appellant’s Brief at 50-52. However, SVNE did not preserve this

argument in its Pa.R.A.P. 1925(b) statement.             Accordingly, we deem it

waived.    See In re Estate of Daubert, 757 A.2d 962, 963 (Pa. Super.

2000); Pa.R.A.P. 1925(b)(4)(vii).



____________________________________________


9
  SVNE suggests that the nature of its claim – fraud in the inducement –
presents an exception to the usual application of the doctrine. Appellant’s
Brief at 42 (citing in support Sullivan v. Chartwell Inv. Partners, 873
A.2d 710, 719 (Pa. Super. 2005) (observing that the doctrine “would not
necessarily bar a fraud claim stemming from the fraudulent inducement to
enter into a contract”) (emphasis added)). In light of the clear contractual
obligations defined in the Asset Purchase Agreement, we need not address
whether, in another context, such an exception may apply.




                                          - 14 -
J-A12012-16


      Second, SVNE asserts that NEPP was estopped from recovering fees

based on the terms of the Asset Purchase Agreement, because NEPP had

previously argued a contrary position in the context of the parties’ motions

for summary judgment, i.e., that the agreement did not apply. Id. at 52-

53. The trial court rejected this argument, and we agree with the trial court.

See Fees Opinion at 4-5.

      “Pursuant to the doctrine of judicial estoppel, ‘a party to an action is

estopped from assuming a position inconsistent with his or her assertion in a

previous action, if his or her contention was successfully maintained.’”

Newman Dev. Grp. of Pottstown, LLC v. Genuardi’s Family Mkt., Inc.,

98 A.3d 645, 656 (Pa. Super. 2014) (Newman) (quoting In re Adoption of

S.A.J., 838 A.2d 616, 620 (Pa. 2003)). Here, upon granting NEPP summary

judgment and dismissing SVNE’s claim for breach of contract, the trial court

noted that “[t]he question of attorney fees and punitive damages [is] moot.”

Preliminary Opinion, at 8 n.17; see also S. J. Opinion at 8 n.15. Thus, the

trial court never addressed the issue of counsel fees in the context of the

motions for summary judgment; it never considered any prior arguments

asserted by NEPP, nor did it issue a ruling on the issue favorable to NEPP.

Accordingly, the doctrine of judicial estoppel does not apply. Newman, 98

A.3d at 656.

      Absent SVNE’s waiver, and further notwithstanding its erroneous

reliance upon the doctrine of judicial estoppel, we briefly address the trial


                                    - 15 -
J-A12012-16


court’s decision to award counsel fees to NEPP. Generally, litigants must pay

their own fees and costs.

         Under the American Rule, applicable in Pennsylvania, a litigant
         cannot recover counsel fees from an adverse party unless there
         is express statutory authorization, a clear agreement of the
         parties, or some other established exception.

Trizechahn Gateway LLC v. Titus, 976 A.2d 474, 482-83 (Pa. 2009).

         Here, the trial court based its decision to award fees on the parties’

Asset Purchase Agreement, which provides in relevant part:

         If any action at law or in equity is brought by either party hereto
         to enforce or interpret the terms of this Lease, the prevailing
         party shall be entitled to recover reasonable attorneys’ fees,
         costs, and disbursements in addition to any other relief to which
         such party may be entitled.

Asset Purchase Agreement, § 8.08; see also Trizechahn, 976 A.2d at 483

(noting that the interpretation of a contract is a question of law).10         The

court concluded that NEPP was the prevailing party and that, therefore,

NEPP was entitled to recover reasonable fees and costs.           We discern no

error.

         Orders affirmed.




____________________________________________


10
  SVNE acknowledges that this provision “inartfully referred to … a ‘Lease.’”
Appellant’s Brief at 51. No lease is relevant to this dispute.



                                          - 16 -
J-A12012-16




Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 8/30/2016




                          - 17 -
