J. A01005/15

                              2015 PA Super 65

IN RE: ESTATE OF FRED H. NAVARRA :           IN THE SUPERIOR COURT OF
                                 :                 PENNSYLVANIA
SANDRA ROBERTS NAVARRA,          :
BY HER AGENT, CHRYSTIE CLARKE    :
                                 :
                v.               :
                                 :
RICHARD E. NAVARRA, EXECUTOR OF :
THE ESTATE OF FRED H. NAVARRA    :
AND THE ALLEGHENY GROUP, INC.    :
                                 :
APPEAL OF: RICHARD E. NAVARRA,   :               No. 571 WDA 2014
                                 :
                    Appellant    :


                 Appeal from the Order Entered March 10, 2014,
               in the Court of Common Pleas of Lawrence County
                      Civil Division at No. 100 of 2012, O.C.


BEFORE: FORD ELLIOTT, P.J.E., DONOHUE AND ALLEN, JJ.


OPINION BY FORD ELLIOTT, P.J.E.:                   FILED APRIL 06, 2015

     Appellant, Richard E. Navarra, appeals the granting of a Petition for

Declaratory Judgment filed by appellee, Chrystie Clarke. Finding no error,

we affirm.

     The trial court has accurately summarized the factual background:

                   On December 30, 1983 Fred Navarra married
             Sandra Roberts, and she assumed his surname.
             Following their marriage, Fred and Sandra lived
             together in their marital home located on Phillips
             School Road, Wilmington Township, Pennsylvania.
             Fred and Sandra both had children from prior
             marriages, and their union created an extensive
             blended    family.[Footnote   1]    Over   time,
J. A01005/15


          Sandra began displaying increasingly aggressive
          signs of dementia, and Fred suffered physically
          debilitating symptoms from a severe automobile
          accident that occurred in 2007. For several years,
          Fred and Sandra employed in-home caregivers to
          assist them on a daily basis. On January 29, 2007,
          Sandra’s daughter, Chrystie Clarke (hereinafter,
          “Clarke”), was appointed as Sandra’s Agent under a
          durable power of attorney.       On May 14, 2007,
          Nickolas F. Paolini was appointed as Fred’s agent
          under a durable power of attorney.                On
          December 31, 2009, Mr. Paolini and Clarke executed
          a Stock Purchase Agreement, wherein 160,607
          shares of Allegheny Group, Inc. were sold for
          $2.41 per share. The funds received were intended
          to pay for costs associated with Fred and Sandra’s in
          home care, and made payable in equal halves to
          Fred and Clarke, as Sandra’s Agent.

                [Footnote 1] Richard Navarra (formerly
                married     to      Chris     Navarra),
                Linda D’Augostine, JoAnne Navarra and
                Charlene Navarra are the children of
                Fred H. Navarra.    Chrystie Clark and
                Brent Young are the children of
                Sandra R. Navarra.

                 Due to her mother’s dementia and Fred’s
          declining physical health, Clarke believed that
          Sandra was not receiving proper care at the marital
          residence, and Clarke moved Sandra into an assisted
          living facility on November 11, 2009. Fred opposed
          Sandra’s relocation, but lacked the physical willpower
          or legal authority to oppose Clarke’s decisions as her
          mother’s agent.

                 Shortly thereafter, on December 4, 2009,
          Clarke filed a Petition for Adjudication of Incapacity
          relative to her mother Sandra. This action was
          commenced at case number 109 of 2009, Orphans
          Court. Following a hearing held on January 11,
          2010, Sandra Navarra was declared incapacitated,
          and Clarke was appointed Plenary Guardian of the
          Person of Sandra Navarra.[Footnote 2] On July 24,


                                  -2-
J. A01005/15


          2012 Fred Navarra died. Upon Fred’s death, his
          children became beneficiaries of seventy percent of
          Sandra’s estate. Therefore, on November 29, 2012,
          a Motion for Leave to Intervene was filed in the
          guardianship action on behalf of Richard Navarra,
          Chris Navarra, Linda D’Augostine, JoAnne Navarra
          and Charlene Navarra (hereinafter collectively
          referred to as the “Navarra children”).      In their
          motion to intervene, the Navarra children requested
          that Chrystie be directed to file an account of her
          administration as Agent of Sandra Navarra. The
          Navarra children’s request was based upon their
          belief that Sandra had sufficient funds to pay her
          monthly expenses and that these funds were being
          mismanaged by Chrystie.       The Navarra children
          asserted that their belief was supported by the fact
          that Chrystie initiated a support action against Fred
          following Sandra’s relocation into an assisted living
          facility.

               [Footnote 2] Chrystie Clark’s [sic]
               Petition for Adjudication of Incapacity
               included a request for appointment of a
               guardian of the estate of Sandra
               Navarra, but this request was withdrawn
               at the January 11, 2010 hearing.

                On December 11, 2012 Clarke filed a Petition
          for Declaratory Judgment at case number 100 of
          2012, Orphans’ Court.         In her Petition for
          Declaratory    Judgment,      Chrystie   specifically
          requested the Court to make a determination
          regarding ownership of the remaining proceeds from
          the Stock Purchase Agreement entered into by
          Fred Navarra, Clarke and Allegheny Group, Inc.




                                  -3-
J. A01005/15


Trial court opinion, 2/18/14 at 1-3.1 The trial court resolved the Declaratory

Judgment action in favor of Clarke, ruling that the remaining proceeds under

the Stock Purchase Agreement payable to Fred Navarra belonged solely to

Sandra R. Navarra under a tenancy by the entireties theory.         An order

denying appellant’s post-trial motion was entered on March 10, 2014. This

timely appeal followed.

      Appellant raises the following issue on appeal:

                  Whether the language of the Stock Purchase
            Agreement and the facts surrounding payment of the
            stock redemption proceeds overcome a presumption
            of entireties ownership[?]

Appellant’s brief at 4.

      Appellant’s issue on appeal requires us to interpret the Stock Purchase

Agreement to determine if it severed the tenancy by the entireties held by

Fred and Sandra Navarra in the original shares of Allegheny Group, Inc. As

we are asked to interpret a contract, our standard of review is de novo and

our scope of review is plenary.        Newman Development Group of

Pottstown, LLC v. Genuardi’s Family Market, Inc., 98 A.3d 645, 653

(Pa.Super. 2014).     We find that the Stock Purchase Agreement left the

tenancy by the entireties intact.

                  When property is held by parties in the
            entireties, the tenancy by the entireties can be

1
  The pages of the trial court opinion are unnumbered; the page numbers
are by our count. We also note that the trial court opinion also deals with
other legal actions instituted by the parties. This appeal, however, pertains
solely to the Declaratory Judgment action.


                                    -4-
J. A01005/15


           severed by joint conveyance, express or implied
           agreement, or divorce. Clingerman v. Sadowski,
           513 Pa. 179, 183-84, 519 A.2d 378, 381 (1986)
           (citations omitted). Historically, a tenancy by the
           entireties “is a form of co-ownership in real and
           personal property held by a husband and wife with
           right of survivorship.” In re Gallagher’s Estate,
           352 Pa. 476, 478, 43 A.2d 132, 133 (1945).
           Moreover, “[i]ts essential characteristic is that each
           spouse is seized per tout et non per my, i.e., of
           the whole or the entirety and not of a share, moiety,
           or divisible part.” Id. (citations omitted). Neither
           spouse may unilaterally sever an estate held in the
           entireties. Id. Further, when one spouse dies, the
           surviving spouse does not take a new estate; “the
           only change is in the properties of the legal entity
           holding the estate.” Fazekas v. Fazekas, 737 A.2d
           1262, 1264 (Pa.Super. 1999) (citation omitted).
           During the duration of the entireties estate, either
           spouse may act for both spouses as long as both
           spouses share in the proceeds, and neither spouse
           may appropriate property for the spouse’s own use
           to the exclusion of the other spouse without first
           obtaining the consent of the other spouse.         Id.
           (citations omitted).

In re Estate of Bullotta, 798 A.2d 771, 774 (Pa.Super. 2002).

     Where property held by the entireties is sold, the proceeds of that sale

are themselves held by the entireties:

                 In the present case, the law is clear that the
           mere sale of the Vermont vacation home does not
           convert automatically the personal property received
           as a result of the exchange, i.e., the cash received
           from the sale, to a form of ownership other than
           entireties property. See, Beihl [v. Martin, 236
           Pa.], at 519, 84 A. 953 [1912] (entireties property
           may be real or personal property); see also In re
           Estate     of   Cambest,     756    A.2d   45,    53
           (Pa.Super.2000) (an intention to create entireties
           property is assumed from deposit of asset in both
           names of husband and wife, without more, and from


                                    -5-
J. A01005/15


            fact of marital relationship). As this Court held in
            Sterling v. Smith, 200 Pa.Super. 544, 189 A.2d
            889 (1963), monies received from the sale of
            entireties property are impressed with the status of
            entireties property even where the funds are placed
            into a bank account owned by only one spouse.
            Sterling, 189 A.2d at 890-91. We reached this
            conclusion because bank deposits payable to
            husband and wife or to husband or wife, are
            presumed to be tenancies by the entireties with all
            the benefits relating to entireties ownership. Id.,
            189 A.2d at 889. In matters of entireties property,
            either spouse has the power presumptively to act for
            both, so long as the marriage continues, without any
            specific authorization, provided the proceeds of such
            action inure to the benefit of both and the estate is
            not terminated. Id., 189 A.2d at 889.

Johnson v. Johnson, 908 A.2d 290, 295-296 (Pa.Super. 2006).             Finally,

there is a presumption under Pennsylvania law that property held by

husband and wife is held as a tenancy by the entireties and this presumption

can only be overcome by clear and convincing evidence that the property

was not intended to be held by the entireties. Id. at 296.

      Appellant cites to language in the Stock Purchase Agreement as

indicative of an intent by the parties to sever the tenancy by the entireties:

                  2.01   Representations      by    the     Selling
            Shareholders. Each of the Selling Shareholders
            represents and warrants that they are the joint
            owners, free and clear of any encumbrances, of
            the Corporations Shares, and that they shall
            continue to be the owners until the Closing
            Date.    Each of the Selling Shareholders further
            represents and warrants that there is no suit, action
            or other proceeding seeking to restrain, prevent or
            challenge the transaction contemplated herein or
            otherwise questioning the validity or legality of such



                                     -6-
J. A01005/15


            transaction   shall   have   been   instituted   and   be
            pending.

Stock Purchase Agreement at 2.01 (bolding emphasis added).

      Appellant argues that the highlighted language coupled with the

division of the proceeds from the sale into two equal but separate income

streams manifests an intent to sever the tenancy by the entireties. 2    We

disagree.

      First, the language in the Stock Purchase Agreement merely states

that the tenancy by the entireties in the stock shares themselves shall cease

as of the closing date.   However, as previously noted, the tenancy by the

entireties continues in the proceeds of a sale of entireties property.

      Second, the division of the proceeds into two separate income streams

does not manifest an intent to end the tenancy by the entireties; rather, it

reflects the fact that at the time the Stock Purchase Agreement was entered,

Fred and Sandra Navarra were each represented by separate agents

responsible for their care, and the monies were made payable directly to

each agent at each agent’s own address.             (See Promissory Note at

paragraph 3.)     The proceeds of the Stock Purchase Agreement were

nonetheless used for the mutual benefit of Fred and Sandra Navarra for their

in-home care.     Moreover, the language of the Promissory Note which

provided for the divided income streams “promises to pay to the order of


2
 A Promissory Note was executed by Allegheny Group, Inc. pursuant to the
Stock Purchase Agreement to provide payment for the shares.


                                     -7-
J. A01005/15


“FRED HENRY NAVARRA AND SANDRA ROBERTS NAVARRA, husband and

wife.”   (Promissory Note preamble (emphasis added).)             As noted by

appellee, a conveyance of real or personal property to a husband and wife,

without more, creates a tenancy by the entireties. Plastipak Packaging,

Inc. v. DePasquale, 937 A.2d 1106, 1109 (Pa.Super. 2007).

     Finally,   we   note   that   the   Stock   Purchase   Agreement   contains

integration clauses at paragraphs 4.05 and 4.08. Thus, to the extent that

appellant attempts to rely upon extrinsic evidence to show that the parties

intended to sever the tenancy by the entireties with the Stock Purchase

Agreement, we find that evidence barred by the parol evidence rule.3

           An integration clause which states that a writing is
           meant to represent the parties’ entire agreement is
           also a clear sign that the writing is meant to be just
           that and thereby expresses all of the parties’
           negotiations, conversations, and agreements made
           prior to its execution. Once a writing is determined
           to be the parties’ entire contract, the parol evidence
           rule applies and evidence of any previous oral or
           written negotiations or agreements involving the
           same subject matter as the contract is almost always
           inadmissible to explain or vary the terms of the
           contract.

PNC Bank, National Ass’n v. Bluestream Technology, Inc., 14 A.3d

831, 841-842 (Pa.Super. 2010) (citations omitted).




3
  Appellant refers to other actions of the parties that indicate that at the
time of the Stock Purchase Agreement the parties “were squaring off into
Two (2) separate contentious camps, with complaints about each other’s
misappropriations of other entireties assets.” (Appellant’s brief at 14.)


                                         -8-
J. A01005/15


     In sum, we find that appellant failed to present clear and convincing

evidence that the parties intended to sever the tenancy by the entireties

with the Stock Purchase Agreement. We will affirm the order below.

     Order affirmed.



Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary

Date: 4/6/2015




                                   -9-
