J-A08045-14


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

MARY HUSTON                                   IN THE SUPERIOR COURT OF
                                                    PENNSYLVANIA
                        Appellant

                   v.

ALLEN L. SUMMERHILL AND LORI H.
SUMMERHILL

                        Appellees                  No. 1174 WDA 2013


         Appeal from the Judgment Entered on September 9, 2013
           In the Court of Common Pleas of Armstrong County
                   Civil Division at No.: 2010-1790-Civil


MARY HUSTON                                   IN THE SUPERIOR COURT OF
                                                    PENNSYLVANIA
                        Appellee

                   v.

ALLEN L. SUMMERHILL AND LORI H.
SUMMERHILL

                        Appellants                 No. 1183 WDA 2013


         Appeal from the Judgment Entered on September 9, 2013
           In the Court of Common Pleas of Armstrong County
                   Civil Division at No.: 2010-1790-Civil


BEFORE: SHOGAN, J., OLSON, J., and WECHT, J.

MEMORANDUM BY WECHT, J.:                        FILED OCTOBER 03, 2014

     In this quiet title action, Mary Huston appealed the trial court’s entry

of judgment and Allen and Lori Summerhill (collectively, “the Summerhills”)

filed a separate appeal of the same judgment. In the underlying matter, the
J-A08045-14



trial court rejected the Summerhills’ effort to establish that a putative

“lease-purchase” agreement granted them title to the farm at issue.

Instead, the trial court granted Huston sole possession of the title of the

farm. The court found that no documentation existed to satisfy the Statute

of Frauds (the “Statute”), which governs such transactions.   However, the

court awarded the Summerhills damages equal to their improvements to the

farmstead, which they made over at least eleven years that they possessed

the land. We affirm.

      In its dispositive Adjudication and Order, the trial court made the

following findings of fact.

      1.   Mary Huston resides at 230 Huston Road, Ford City,
      Pennsylvania.

      2.   The Summerhills reside at 1052 Main Street, Ford City,
      Pennsylvania.

      3.   Defendant Lori Summerhill is the daughter of Edward
      Huston. Defendant Alan Summerhill is Edward Huston’s son-in-
      law.

      4.   Plaintiff Mary Huston married Edward Huston in October
      1998 after a long relationship.

      5.   At the time of the marriage of Edward Huston and Mary
      Huston, Edward Huston was the owner of a[n 82-acre] tract of
      land [“the Property”] situate in Manor Township, Armstrong
      County, Pennsylvania . . . .

                                  ****

      6.   The Property had been conveyed to Edward Huston by
      deed recorded on October 25, 1995 . . . . As of that time, the
      Property was used primarily as a dairy farm.

      7.    Edward Huston at certain times leased the Property, for
      dairy farming purposes, for approximately $9,600 per year.

                                   -2-
J-A08045-14


     8.    On or about November 12, 1998, Edward Huston conveyed
     the Property to himself and Mary Huston, as tenants by the
     entireties, by deed record on November 17, 1998 . . . .

     9.    The Deed does not contain any exceptions or reservations
     regarding a life estate, any oral or written agreements of sale, or
     any leasehold interests, other than an exception and reservation
     of the lower Kittanning seam of coal.

     10.   Mary Huston continues to reside on the Property.

     11.   Edward Huston died on or about June 18, 2005.

     12. Commencing in 1998, the Summerhills began to make
     cash payments to Edward Huston and/or Mary Huston.

     13. The [forty-four] cash payments were made by checks
     drawn on a “Farm Account” that were signed by Defendant Alan
     L. Summerhill[, some of which were endorsed by Edward
     Huston, others of which were endorsed by Edward and Mary
     Huston jointly or Mary Huston individually, and the balance of
     which were not endorsed.]

                                  ****

     15. Only some of these checks were endorsed by Ed Huston.
     His signature on the checks made them available for cashing,
     and not necessarily to ratify or create any written agreement of
     sale between himself and [the Summerhills].

     16. The checks made payable to Mary Huston did not create a
     written agreement of sale between the Summerhills and either
     Edward Huston or Plaintiff Mary Huston.

     17. Mary Huston maintained, for a period of time, a “ledger”
     that documented the payments made by the Summerhills to
     herself and/or Edward Huston. The payments span a period
     from 1998 up to and through August 25, 2010.

     18. On September 15, 2010, counsel for the Summerhills sent
     a letter to Consol Energy Inc. and EXCO Resources (PA), LLC in
     anticipation of those entities’ development of the Marcellus gas
     resources underlying the Property. In the letter, counsel advised
     Consol and EXCO that the Summerhills were equitable owners of
     the Property and that the developers should take the
     Summerhills’ equitable interests into consideration before
     proceeding with drilling.

                                    -3-
J-A08045-14


      19. Although Mary Huston had limited correspondence with
      certain oil and gas companies in the area, she did not establish
      any present or prospective contractual or business relationships
      with any of these companies. Nor were any such prospective or
      business relationships interfered with in any way by the
      Summerhills.

      20. The annual fair rental value of the Property during the
      period from 1997 through 2012 was approximately $800-$1000
      per month, or $9,600-$10,000 [sic] per year.

      21. Mary Huston has not suffered any economic or other loss
      as a result of the Summerhills’ action in corresponding with gas
      drilling companies that may have been interested in the
      Property.

      22. During the term of their leasehold interest, the
      Summerhills made several improvements to the Property, which
      included repairs and upgrades to farm buildings, equipment, and
      the physical integrity of the Property.

      23. Mary Huston had actual or implied knowledge of the
      repairs that the Summerhills were making to the Property
      because she was aware of the Property’s condition and of the
      Summerhills’ use of the Property as a farm.

      24. The value of improvements made by the Summerhills to
      the Property during the period of their leasehold interest equals
      $55,634.51.

      25. The value of the Property was substantially increased due
      to the improvements made by [the Summerhills].

Trial Court Opinion (“T.C.O.”), 12/17/2012, at 1-10 (nomenclature modified

for consistency).

      The trial court made these findings following a bench trial on the

parties’ respective claims, which was held on September 19, 2012. Based

upon the above findings, on December 17, 2012, the trial court issued a

verdict resolving all of the parties’ claims. Therein, the trial court rendered a

verdict in favor of Mary Huston on her claims to quiet title, and awarded

                                      -4-
J-A08045-14



Mary Huston fee simple absolute title to the Property free and clear from any

claims that had been or might be asserted by the Summerhills. The court

also dismissed Mary Huston’s claim for tortious interference with her

prospective contractual relations with any gas producer.

     In the same order, the trial court dismissed the Summerhills’ claims

for declaratory judgment and to quiet title, specific performance, and breach

of contract. However, the trial court found in favor of the Summerhills on

counts V and VI of their complaint, respectively quantum meruit and unjust

enrichment, and awarded the Summerhills $55,634.51 in damages. Finally

the court expressly rejected Mary Huston’s statute of limitations and laches

affirmative defenses.   The parties timely filed post-trial motions.   On June

24, 2013, after hearing argument, the trial court denied all post-trial

motions.

     On July 18, 2013, Mary Huston filed a timely notice of appeal, and, on

July 19, 2013, the Summerhills also filed a timely notice of appeal. The trial

court then directed the parties to file concise statements of errors

complained of on appeal pursuant to Pa.R.A.P. 1925(b). Each party timely

complied, and, on July 29, 2013, the trial court entered an opinion pursuant

to Rule 1925(a). Therein, the trial court primarily incorporated by reference




                                     -5-
J-A08045-14



the reasoning explicated in its December 17, 2012 adjudication and order.

This case now is ripe for our consideration.1

       At the root of this appeal lie the dueling quiet title actions, which were

resolved in Mary Huston’s favor. Consequently, we begin by reviewing the

issues raised by the Summerhills. The Summerhills’ own statement of the

questions involved is too prolix to warrant verbatim reproduction. Brief for

the Summerhills at 5-6.         In their first four issues, the Summerhills raise

various challenges to the trial court’s ruling that the Statute of Frauds

operated to invalidate any purported agreement by Edward and/or Mary

Huston to transfer the Property to the Summerhills, subject only to a life

estate in either Edward or Mary Huston. In issues five through seven, the

Summerhills challenge the trial court’s determination that the amounts they

remitted to the Hustons on an annual basis reflected a fair rental value for

the Property such that the Hustons were not unjustly enriched. We consider

these two overarching arguments in turn.
____________________________________________


1
      In an August 20, 2013 rule to show cause, this Court raised concerns
regarding the purported absence of a final judgment from the record, which
is necessary to this Court’s jurisdiction over the instant appeals. See Ryan
v. GAF Corp., 665 A.2d 843 (Pa. Super. 1995). However, after receiving
the parties’ responses to the rule, on September 17, 2013, this Court issued
an order discharging the rule. The record appears to confirm the entry of
judgment. Moreover, in prior cases where it was clear that judgment either
was intended to be entered or should have been entered, we have opted to
“regard as done that which ought to have been done.” Mackall v. Fleegle,
801 A.2d 577, 580-81 (Pa. Super. 2002). Consequently, we find that we
have jurisdiction and may consider the merits of these appeals, which this
Court consolidated sua sponte on September 19, 2013.



                                           -6-
J-A08045-14



       We begin by reviewing the requirements imposed by the Statute of

Frauds and related case law upon the execution of a binding transaction

involving the transfer of an interest in land.    The trial court provided the

following apt review of the applicable standards:

       Because [the Summerhills] assert that a written agreement of
       sale existed before the execution of the Deed, they must prove
       the agreement with writings sufficient to satisfy the
       requirements of the Pennsylvania Statute of Frauds. They also
       must prove that the purported agreement supersedes the plain
       language of the Deed.

       The Pennsylvania Statute of Frauds, also known as the
       Pennsylvania Uniform Written Obligations Act, 33 P.S. §§ 1-8,
       provides as follows with regard to the writings required to effect
       the sale of a parcel of real property:

          From and after April 10, 1772, all leases, estates, interests
          of freehold or term of years, or any uncertain interest of,
          in, or out of any messuages,[2] manors, lands, tenements
          or hereditaments, made or created by livery and seisin
          only, or by parol, and not put in writing, and signed by the
          parties so making or creating the same, . . . shall have the
          force and effect of leases or estates at will only, and shall
          not, either in law or equity, be deemed or taken to have
          any other or greater force or effect . . . .

       33 P.S. § 1. Leases of real property not exceeding three-year
       terms are excluded from the Statute, but all leases with terms
       exceeding three years are subject to a separate Statute of
       Frauds which reads, in pertinent part, as follows:

          Real property, including any personal property thereon,
          may be leased for a term of more than three years by a
          landlord to a tenant or by their respective agents [lawfully
          authorized in writing]. Any such lease must be in writing
____________________________________________


2
      A messuage is “[a] dwelling house together with the curtilage,
including any outbuildings.” Blacks Law Dictionary 1004 (Deluxe 7th ed.).



                                           -7-
J-A08045-14


        and signed by the parties making or creating the same,
        otherwise it shall have the force and effect of a lease at
        will only and shall not be given any greater force or effect
        either in law or equity, . . . unless the tenancy has
        continued for more than one year and the landlord and
        tenant have recognized its rightful existence by claiming
        and admitting liability for the rent, in which case the
        tenancy shall become one from year to year.

     68 P.S. § 250.202.

     The Pennsylvania Superior Court has concisely summarized the
     nature, purpose, and practical operation of the Statute Of Frauds
     as follows:

        The statute of frauds directs that agreements for the sale
        of real estate shall not be enforced unless they are in
        writing and signed by the seller. The purpose of the
        statute is to prevent perjury and fraudulent claims. The
        Statute of Frauds does not void those oral contracts
        relating to land which fail to comply with the Statute’s
        formal requirements. It is to be used as a shield and not
        as a sword, as it was designed to prevent frauds, not to
        encourage them. Therefore, even though an oral contract
        for the sale of real estate may not be specifically enforced,
        it may form the basis for an action to recover damages.1

     Empire Props., Inc. v. Equireal, Inc., 674 A.2d 297, 302
     (Pa. Super. 1996) (internal citations and quotations omitted).
     “[The Statute of Frauds] is not a mere rule of evidence, but a
     declaration of public policy. In the absence of equities sufficient
     of themselves to take the case out of the statute, it operates as
     a limitation upon judicial authority to afford a remedy unless
     renounced or waived by the party entitled to claim its
     protection.”    Kurland v. Stolker, 533 A.2d 1370, 1372
     (Pa. 1987) (citing Haskell v. Heathcote, 69 A.2d 71
     (Pa. 1949)).

     __________________________
        1
           “Under the interpretation that has been given to our
        statute of frauds a recovery of damages may be had for
        non-performance of a parol agreement for the sale of land,
        the measure of such damages being the money that was
        paid on account of the purchase and the expenses incurred
        on the faith of the contract.” Empire Props., Inc., 674

                                    -8-
J-A08045-14


       A.2d at 302 (citing Polka v. May, 118 A.2d 154 (Pa.
       1955))).

     A writing sufficient to satisfy the Statute of Frauds must include
     an adequate description of the property,2 a recital of the
     consideration and the signature of the party to be charged.3
     Hessenthaler v. Farzin, 564 A.2d 990, 994 (Pa. Super. 1989)
     (citation omitted). All of the essential terms and conditions of
     the agreement must be stated in the writing with such certainty
     so as to disclose an intention of the parties to be bound by the
     agreement.      Target Sportswear, Inc. v. The Clearfield
     Found., 474 A.2d 1142, 1148 (Pa. Super. 1984) (citations
     omitted). “A memorandum which omits or incompletely states
     the essential terms or which merely refers to a contract without
     stating its terms is insufficient.” Id.; see also Restatement of
     Contracts § 207 (sufficient writing must be signed by the party
     to be charged and must state with reasonable certainty the
     parties to the contract, the land to which the contract relates,
     and the terms and conditions of all promises constituting the
     contract). The Pennsylvania Supreme Court has admonished
     that trial courts “should always be satisfied with [‘]some note or
     memorandum[’] that is adequate [* * *] to convince the court
     that there is no serious possibility of consummating fraud by
     enforcement.” Beeruk Estate, 241 A.2d 755, 758 (Pa. 1968).

     __________________________
       2
           An adequate description of the property is “that which
       would enable a competent surveyor to find the land in
       question from the agreement or from the references made
       in it.” Prager v. McAdam, 161 A.2d 39, 40 (Pa. 1960)[,
       abrogated on other grounds by Brown v. Hahn, 213 A.2d
       342 (Pa. 1965)]. Parol evidence may be used to show that
       a written description existing elsewhere applies to the
       agreement at issue, but may not be used to provide the
       description itself. Id.
       3
          The signature of the party to be charged need not be in
       any particular form. Instead, “the focus has been on
       whether there is some reliable indication that the person to
       be charged with performing under the writing intended to
       authenticate it.” Hessenthaler v. Farzin, 564 A.2d 990,
       993 (Pa. Super. 1989) (citations omitted).




                                   -9-
J-A08045-14


       Several writings together can satisfy the Statute of Frauds if the
       requirements of section 208 of the Restatement of Contracts are
       met. Section 208 provides as follows:

          The memorandum may consist of several writings,

          (a)     if each writing is signed by the party to be
          charged and the writings indicate that they relate to the
          same transaction, or

          (b)        though one writing only is signed if

              i.    the signed writing is physically annexed to the
              other writing by the party to be charged, or

              ii.   the signed writing refers to the unsigned
              writing, or

              iii.  it appears from examination of all the writings
              that the signed writing was signed with reference to
              the unsigned writings.

       Target Sportswear, 474 A.2d at 1147 (citing Restatement,
       Contracts § 208);4 see also Fleming v. Strayer, 63 A.2d 122,
       123 (Pa. Super. 1949) (the inter-relatedness of several writings
       alleged to satisfy the Statute of Frauds must be self-correlating
       and cannot be connected by parol or extrinsic evidence.).

       __________________________
          4
             Restatement (Second) of Contracts § 132 slightly
          modifies and liberalizes the standard for using several
          writings together to satisfy the Statute of Frauds. Section
          132 provides that “[t]he memorandum may consist of
          several writings if one of the writings is signed and the
          writings in the circumstances clearly indicate that they
          relate to the same transaction.” This section of the Second
          Restatement has not been adopted in Pennsylvania.[3]


____________________________________________


3
     Although our Supreme Court has never adopted section 132, this
Court has on at least one occasion cited it as a supplementary source in a
case addressing the adequacy of a signature to signify an intent to
authenticate a writing. See Hessenthaler, 564 A.2d at 993.



                                          - 10 -
J-A08045-14



T.C.O., 12 17/2012, at 11-15 (citations modified).

       Against this backdrop, we consider the Summerhills’ first argument,

that the trial court had before it sufficient documentary evidence of either or

both of the Hustons’ intents to be bound to the “lease-purchase” agreement.

Brief for the Summerhills at 23-47.4 The Summerhills cite just one of the

dozens of endorsed and unendorsed checks that were introduced at trial as

sufficient by      itself   to   establish Mary         Huston’s   intent to be   bound.

Specifically, they refer to an August 25, 2010 check bearing the memo “3rd

Qtr. Lease Purchase 82 Ac. Bal Due $22,800.00,” which was “endorsed,

negotiated and cashed by [Mary Huston] only after she had apparently

carefully reviewed the memo and insisted that the error with regard to the

‘balance    due’    be      corrected   to    reflect    ‘$22,800.00’,   as   opposed   to

‘$12,800.00.’”      Id. at 29-30.       They contend that this check taken alone

suffices to establish “that there is no serious possibility of consummating

fraud by enforcement.” Id. at 30; see Beeruk Estate, supra. In effect,

____________________________________________


4
       There is a great deal to be said for concision in appellate briefing. This
portion of the Summerhills’ argument is at least twice as long as is
necessary fully to articulate its substance, just as the Summerhills’ brief in
its entirety, which is at best barely compliant with the 14,000-word
restriction set forth in Pa.R.A.P. 2135 (and is not compliant inasmuch as it
does not contain the mandatory certification by counsel that the brief
conforms to the word limit), is longer than many informative, persuasive
briefs developing more complicated and numerous appellate issues. Given
our crowded docket, this Court appreciates succinct discussions that do not
repeat the same premises and conclusions several times over, especially
when they contain so few references to on-point legal authority.



                                             - 11 -
J-A08045-14



the Summerhills would have us rely upon the use of the words “Lease

Purchase” to establish the nature of the transaction; the description “82 Ac.”

to identify the Property (which undisputedly consists of 82 acres); “Bal. Due”

to establish “both the consideration remaining to be paid, as well as the total

consideration paid for the purchase of said property in the amount of

$150,000.00”; and Mary Huston’s correction of the balance due and

endorsement and cashing of the check without any amendment to the

language of the memo line to satisfy the criteria of a memorandum

establishing the intention of the parties sufficiently clearly to survive a

statute of frauds defense. Brief for the Summerhills at 31.

      The Summerhills also note that Mary Huston’s maintenance of a

“ledger” recording each payment under the agreement as well as a running

balance is more consistent with a finite lease-purchase arrangement. Were

the relationship just a continuing lease, they suggest, it would be

unnecessary to tally all moneys received.       They further argue that the

above-mentioned check was not the only endorsed check that suggested an

ongoing arrangement distinct from a conventional lease:

      [A] minimum of 38 checks were issued from [the Summerhills]
      to [Edward Huston and/or Mary Huston], as his successor in
      interest, referencing this transaction, all of which are tied
      together by virtue of the payments represented by said checks
      being referenced on said ledger. All such checks were cashed or
      negoitiated and at least 30 of said checks were in fact
      signed/endorsed by [Edward Huston] during his lifetime, and/or
      [Mary Huston] as his successor in interest after his death. Of
      said 38 checks, 37 of them note the term “Lease Purchase” (or
      some abbreviation thereof), 26 actually note the word


                                    - 12 -
J-A08045-14


      “Purchase” of which at least 3 or 4 indicate the ‘Farm’, the ‘82 Ac
      Farm’ or ‘82 acres’ identifying the property that is the subject of
      said agreement. The evidence clearly indicates that said “Farm”,
      the “82 Ac Farm” or “82 acres” is the only parcel of real property
      that [the Hustons] owned, and said acreage is precisely the
      same acreage noted on [the Hustons’] deeds introduced in
      evidence.

Id. at 33.

      The trial court was unpersuaded:

      We find that [the Summerhills] have not proved that such an
      agreement existed. First, although the checks written by [the
      Summerhills] and cashed by either Edward or Mary Huston
      contain evidence of a “lease” or “purchase” of the 82-acre
      Property and indicate that $10,000 was due each year, we find
      that they do not prove the essential terms of an agreement of
      sale by which both Edward Huston and [the Summerhills]
      intended to be bound. The documents are equivocal, at best.
      Moreover, . . . there are no documents of record that indicate
      any term of the purported agreement that reserved to Edward
      and Mary Huston a life estate in the residence and immediate
      c[u]rtilage of the Property. This essential term would have to be
      implied or assumed by the [trial c]ourt, and that we cannot do.
      The Deed from Edward Huston [to] himself and Mary Huston is
      clear, valid, and plainly evidences Edward Huston’s intent to
      transfer fee simple title.

      Second, we note that several of the checks on which [the
      Summerhills] rely are not signed by Edward Huston. Mary
      Huston’s ledger is unsigned and the several checks issued after
      2004 were signed and negotiated by Mary Huston only, who is
      not alleged to have been a party to the purported agreement.
      Most importantly, no description of the property appears on any
      of the checks until March 6, 2006, long after Edward Huston’s
      death. Edward Huston cannot, therefore, be deemed to have
      made or ratified any agreement that would satisfy the Statute of
      Frauds because there are no documents in the record indicating
      or even suggesting his assent to such an agreement that
      includes a description of the [P]roperty, which the Statute of
      Frauds requires.




                                    - 13 -
J-A08045-14


      Third, we find that . . . Mary Huston did not intend to “ratify” the
      purported agreement or any of its terms. Section 208 of the
      Restatement of Contracts requires that each writing used to
      satisfy the Statute of Frauds be either signed by the seller or
      sufficiently connected to the signed writing(s). It has not been
      alleged that any of the checks endorsed by Mary Huston were
      “annexed” to or referred to by those signed by Edward Huston.
      Nor is there any indication that the checks signed by Edward
      Huston in any way “referenced” the later checks. In short, we
      reject [the Summerhills’] argument that . . . Mary Huston did or
      could have “ratified” the purported prior agreement between
      Edward Huston and [the Summerhills]. No such agreement ever
      existed, and the related documents in the record at most
      together indicate that Mary Huston intended to ratify and
      continue in effect a lease with [the Summerhills].

      Indeed, we find that the documents that [the Summerhills] have
      proffered prove the existence of, and are entirely consistent
      with, a lease of the Property for a term of years.

T.C.O., 12/17/2012, at 18-20 (citation omitted).

      In reviewing a challenged trial court ruling quieting title, we are bound

solely to determine whether the findings of fact are supported by competent

evidence, whether an error of law has been committed, and whether there

has been a manifest abuse of discretion.           Regions Mortg., Inc., v.

Muthler, 889 A.2d 39, 41 (Pa. 2005) (quoting Vernon Twp. Vol. Fire

Dep’t, Inc., v. Connor, 855 A.2d 873, 879 (Pa. 2004)). We conclude that

the trial court’s findings of fact are supported by the record, and that the

trial court neither erred as a matter of law nor abused its discretion.

      First, the trial court properly focused upon the absence of sufficient

evidence of any purchase agreement that was executed between the

Summerhills and Edward Huston, the sole title holder to the Property at the

time the Summerhills insist that the putative agreement commenced. This

                                     - 14 -
J-A08045-14



is reinforced by the absence of an acknowledgment of any such agreement

associated with Edward Huston’s transfer of the property to himself and

Mary Huston as tenants by the entireties.

       Mary Huston’s correction to the “balance” at a later date, and the fact

that her calculations implied a total sum of payments of $150,000 spanning

the life of the agreement, do make this a closer case than the trial court has

allowed. But the post-agreement death of Edward Huston, which preceded

by years Mary Huston’s alleged ratification, seriously undermines this

inference. The agreement, of whatever nature, was Edward Huston’s at the

time of its making, not Mary Huston’s, to whom he was not married at the

time and who held no interest in the Property.5      Before Edward Huston’s

death, the signed writings detailed by the trial court, see T.C.O.,

12/17/2012, at 3-8 (detailing the checks entered into evidence), consisting

solely of negotiated checks, contained no language as specific as that

employed in later transactions with Mary Huston, which post-dated Edward

Huston’s death by years. More specifically, not one of the checks reviewed

by the trial court or alluded to by the Summerhills that was tendered during

Edward Huston’s lifetime specified in any way the size, nature, or metes and
____________________________________________


5
      The record reflects that Edward and Mary Huston did not marry until
October 1998. See T.C.O. at 2. However, the Summerhills had possession
of the property and had begun making improvements as early as October 2,
1997, at least a year earlier. Indeed, in enumerating their damages, the
Summerhills note no fewer than five improvements that were completed
before the Huston nuptial. See Responsive Brief for the Summerhills at 6.



                                          - 15 -
J-A08045-14



bounds of a specific property.6 Rather, at their most clear, they specified a

particular time span, for example “2nd QTR 02,” and the description “Lease

Purch,” saying nothing to identify or describe the property such that a

surveyor could locate it based upon that description alone.

       The Summerhills provide no authority suggesting that, even if we

accepted at face value their analysis of the import of their later transactions

with Mary Huston, it would be appropriate to import that analysis into less

specific dealings with Edward Huston at a time nearer to the alleged

inception of the agreement, when Edward Huston was the sole title-holder to

the Property. While it is true that, under certain narrow circumstances, we
____________________________________________


6
       Had those checks contained notations alluding to the eighty-two-acre
parcel, especially in the years before Edward Huston deeded the Property
jointly to himself and Mary Huston, even just in the abbreviated fashion
characteristic of numerous posthumous checks, the adequacy of these
memos to satisfy the property description factor would be a closer question.
Compare Sawert v. Lunt, 62 A.2d 34, 34 (Pa. 1948) (holding, where a
receipt of payment cited a street address, that it was sufficient that “all that
need[ed] to be done [was] to translate the general designation of the
property into a precise description . . . [that] can be readily done under the
facts of this case”), and Cohen v. Jones, 118 A. 362 (Pa. 1922) (citing
Shaw v. Cornman, 114 A. 632 (Pa. 1921)) (noting that “the statute of
frauds requires land conveyed to be described with such certainty and
definiteness as to avoid the necessity of resorting to parol proof to
determine the property the parties intended should be transferred,” and
finding sufficient a description that located the property on a certain road
with certain characteristics but did not specify a full street address, when
viewed in tandem with the owner’s admission that she owned “but one piece
of land in the particular locality”), with Prager v. McAdam, 161 A.2d 39
(Pa. 1960) (holding that even an otherwise adequate description of the land
was insufficient to identify the parcel to be sold where the seller reserved
two acres of the sixty-three acres to herself, but did not specify which two
acres).



                                          - 16 -
J-A08045-14



have deemed it appropriate to infer the property implicated by an

insufficient description, when admissible evidence leaves no practical doubt

as to the land in question, see supra n.7, we find insufficient evidence to do

so as of November 1998, when Edward Huston deeded the property jointly

to himself and Mary Huston, or as of Edward Huston’s death in 2005. This is

fatal to the Summerhills’ argument, because it is the period preceding

Edward Huston’s death that is most critical to our inquiry into the existence

of the lease-purchase agreement alleged by the Summerhills; Mary Huston

could not ratify a contract that does not exist. Thus, the trial court did not

err or abuse its discretion in rejecting the Summerhills’ contention that the

evidence of record satisfied the Statute in this case.

      The Summerhills next challenge the trial court’s rulings declining to

apply certain recognized exceptions to the Statute. The Summerhills argue

that, if we share the trial court’s view that the above-discussed writings did

not satisfy the terms of the Statute, we must still rule in their favor on the

basis of the “partial performance” or “admission” exception to the Statute.

Brief for the Summerhills at 47-55. We address these in turn.

      The partial performance exception applies under narrow circumstances

“to take an oral contract for real estate out of the [S]tatute.” Kurland v.

Stolker, 533 A.2d 1370, 1373 (Pa. 1987):

      Our case law is very explicit as to the requirements [that] must
      be met to take an oral contract for real estate out of the statute.
      The terms of the contract must be shown by full, complete, and
      satisfactory proof. The evidence must define the boundaries and
      indicate the quantity of the land. It must fix the amount of

                                     - 17 -
J-A08045-14


      consideration. It must establish the fact that possession was
      taken in pursuance of the contract, and, at or immediately after
      the time it was made, the fact that the change of possession was
      notorious, and the fact that it has been exclusive, continuous
      and maintained.     And it must show performance or part
      performance by the vendee which could not be compensated in
      damages, and such as would make rescission inequitable and
      unjust.

                                   ****

      The “indubitable proof” a claimant is required to proffer is
      evidence that should not only be found credible, but of such
      weight and directness as to make out the facts alleged beyond a
      doubt. . . . [I]t may be proven by the acts and declarations of
      the parties, either together or separately.       The acts and
      declarations relied upon[] must not, however, be of an equivocal
      character; they must have such clearness and directness as will
      leave no doubt as to their meaning and purpose.

Id. (emphasis in original).

      The   Summerhills   assert   uncontroversially   that   they    satisfy   the

possessory and notorious factors. They next point to the various payments

recited in support of their argument under the Statute, noting that, as of

August 25, 2010, their payments to-date totaled $127,200, leaving a

“balance” of $22,800, as allegedly confirmed by Mary Huston; the round

sum of $150,000, they assert, reflected the terms of the putative purchase

component of their lease purchase agreement with Edward Huston.                 The

Summerhills contend that their payments “are obviously substantial . . . and

far exceed the fair rental value of the farm property.”              Brief for the

Summerhills at 49.    The Summerhills hasten to express their satisfaction

with the trial court’s award in compensation of their tangible improvements

to the property, but contend that those damages fail to compensate

                                    - 18 -
J-A08045-14



intangible costs such as labor, and further argue that “the actual benefit to

the [P]roperty well exceeds said award and is not readily capable of being

calculated or remedied with a damage award.” Id. at 50. They note that

many of their undisputed improvements will improve the farm’s condition

and profitability long after the lease expires. Id. at 50-51.

      The trial court rejected this argument, as well. The court emphasized

that “[t]aking an agreement to transfer real property out of the Statute of

Frauds is difficult, and the cases permitting it have dwindled over time.”

T.C.O., 12/17/2012, at 22 (citing Firetree, Ltd. v. Dep’t of Gen. Servs.,

978 A.2d 1067, 1074-75 (Pa. Cmwlth. 2009)). The trial court noted that, in

Kurland, our Supreme Court held that merely “[r]epairing and improving a

dwelling house or outbuildings are such improvements as any tenant for a

term of years might make, but are not of a character to take a cause out of

the statute.” Id. at 23 (quoting Kurland, 533 A.2d at 1375). Furthermore,

if such improvements are calculable and may be remedied with an award of

damages, a court should not grant specific performance.            Id. (citing

Klingensmith v. Klingensmith, 100 A.2d 76, 79-80 (Pa. 1953)).

      Applying this standard in the instant case, the trial court observed that

the improvements to the land made by the Summerhills were, in fact,

readily quantified, and fairly     compensated by      the   court’s award of

considerable damages corresponding directly to the amount of damages

proved at trial by the Summerhills.    Id. at 28-29; see also Rule 1925(a)

Memorandum, 8/29/2013 (“Rule 1925(a) Memo.”), at 4 (unnumbered) (“The

                                     - 19 -
J-A08045-14



[trial court’s] award of damages was based exclusively on [the Summerhills’]

unjust enrichment/quantum meruit theory, and the [trial court] utilized the

measure of damages suggested by [the Summerhills], which the [c]ourt

finds to have been accurate and reasonable in the circumstances.”).

Moreover, because the court found that $10,000 per year rent was market-

appropriate for the Property, the Summerhills could not maintain that their

payments in that regard were not calculable, or even constituted a basis for

damages in the first instance, the payments being consistent with and

appropriate to the lease for a term of years.

      Because we find that the trial court’s observations regarding the

uncertainty of the descriptions of the Property are supported by the

evidence, the Summerhills’ reliance on the partial performance exception to

the Statute must fail:   To invoke the exception successfully, the available

evidence must describe the property in question with “such clearness and

directness as will leave no doubt as to their meaning and purpose.”

Kurland, 533 A.2d at 1373. For the reasons set forth in connection with our

analysis of the Summerhills’ argument that the available evidence satisfied

the Statute, we also find that the evidence failed to meet such a stringent

standard.

      The Summerhills’ final argument in support of their challenge to the

trial court’s ruling under the Statute is based upon the “admissions”

exception to the Statute.    Pursuant thereto, a failure to conform to the

Statute may be overlooked when the party against whom the contract would

                                    - 20 -
J-A08045-14



be enforced has admitted the existence of the contract in its pleadings,

during discovery, or at trial. See Lehner v. Montgomery, 119 A.2d 626,

628 (Pa. Super. 1956).   The Summerhills concede that Mary Huston “was

understandably careful not to openly admit the existence of the agreement

itself for the sale” of the Property, but they maintain “that a careful

evaluation of the cumulative evidence in this matter effectively operates to

provide an ‘admission’ as to the essential terms necessary for the formation

and existence of said agreement for the sale through a ‘lease purchase’ of

the [Property].” Brief for the Summerhills at 52-53. Their argument in this

regard simply reiterates the evidence and inferences highlighted in support

of their prior arguments. To the extent their argument recites evidence not

mentioned in connection with their previously analyzed issues, the factors

submitted fall well outside the bounds of what the trial court or we have the

discretion to consider in assessing the fact and nature of the agreement

between the parties.

     Most importantly, the Summerhills cite no on-point authority for the

proposition that an admission may be cobbled together from bits and pieces

in the absence of any sign of clear acquiescence to the truth of the

proposition that allegedly has been admitted. Rule 2119(a) requires that the

party cite in its argument “such . . . citations of authorities as are deemed

pertinent.” The Summerhills identify nowhere in the pleadings, discovery, or

at trial that Mary Huston acceded to the proposition that the agreement in

question, if any, reflected a lease-purchase arrangement.     However, Rule

                                   - 21 -
J-A08045-14



2119(c) requires parties before this Court to identify by citation or other

reference where in the record this Court might find substantiation of a given

claim regarding the evidence in question. We will not scour the record for

evidence not clearly identified or located by the party reciting it and it is not

our function to advocate for a party who has not set forth a legal basis for

the relief sought. See Estate of Haiko v. McGinley, 799 A.2d 155, 161

(Pa. Super. 2002); Pa.R.A.P. 2119(c).         Accordingly, we must reject the

Summerhills’ appeal to this exception to the statute of frauds and deny

relief.

          In their last argument, the Summerhills attempt to rebut the trial

court’s finding that Edward Huston’s transfer of title to the Property jointly to

himself and Mary Huston, in a deed that made no reference to the putative

lease purchase agreement, indicated that Edward Huston did not intend to

enter into a binding lease purchase agreement that Mary Huston could ratify.

Brief for the Summerhills at 55-57. Once again, in violation of Rule 2119(a),

the Summerhills provide no citations to authority, on-point or otherwise.

Instead, the Summerhills recite (again, without citations to the certified

record, in violation of Rule 2119(c)) various claims regarding extrinsic

factors to argue that the absence of such a notation on the deed did not

contradict Edward Huston’s intention that the alleged purchase agreement

should survive the transfer. Given the lack of supporting legal authority and

our uncertainty that we may even consider these factors absent confirmation




                                     - 22 -
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that these assertions are substantiated in the certified record, we are

constrained to reject this argument.

      Having concluded that the trial court did not err or abuse its discretion

in rejecting the Summerhills’ assertion that the parties had entered into a

binding purchase agreement of any nature, we now must review the parties’

dueling issues regarding the fairness of the trial court’s damage award to the

Summerhills.   The Summerhills argue that the trial court failed to weigh

properly the Summerhills’ evidence concerning the fair rental value of the

Property. See Brief for the Summerhills at 59-60. This evidence included

testimony, supplemented by documentary evidence, that the per-acre rental

rates paid by the Summerhills for various farm properties in the immediately

surrounding area were consistent with an annual rental of approximately

$1,300 per year rather than the $10,000 per year that they paid for the

Property for the duration of their possession thereof.       Additionally, the

Summerhills submitted evidence regarding the fair market (purchase) value

of farmland statewide, establishing a per-acre price resulting in a valuation

of approximately $215,000 for an 82-acre farm property. See id. at 62-64.

Based upon this, they argue that it is far more likely than not that Edward

Huston, and Mary Huston thereafter, intended the agreement to be one that

ultimately would lead to transfer of the title to the Summerhills at the

conclusion of the alleged contract’s term.

      The latter argument is readily rejected.    The trial court determined

that the parties’ agreement constituted an annual lease rather than a

                                    - 23 -
J-A08045-14



purchase contract. Thus, anything couched in terms of a breach of contract

that simply seeks to relitigate the parties’ intentions in effectuating that

agreement requires no review.          This analysis applies equally to the

Summerhills’ later argument that the trial court erred in excluding evidence

of comparable farm sales. See Brief for the Summerhills at 63-64. Aside

from the fact that the trial court indicated that it did consider this evidence,

see Rule 1925(a) Memo. at 2-4, it is immaterial to the only salient question,

which concerns the fairness of the trial court’s determination that the rental

rate of $10,000 per year was appropriate.           Thus this argument, too,

warrants no relief.

      With respect to the former argument concerning comparable rental

rates, we will defer to the trial court’s fact-finding, especially given that the

Summerhills principally rely upon their own testimony regarding fair rental

rates for similar properties in the immediate area.        In tension with the

Summerhills’ argument was the evidence that a tenant who immediately

preceded the Summerhills on the Property paid a rental of $9,600 per year

for the Property.     This finding was supported by the record; indeed it is

undisputed. Thus, it was within the trial court’s discretion to credit this fact

in assessing the market fairness of a $10,000 per year rental over the

Summerhills’ contrary testimony.     It is not this Court’s province to invade

the trial court’s fact-finding.   See generally In re Donna W., 472 A.2d

635, 639 (Pa. Super. 1984). Moreover, once again the Summerhills offer no




                                     - 24 -
J-A08045-14



legal authority in support of their argument, on-point or otherwise.

Consequently, we find this argument unavailing.

      This brings us to the issues raised by Mary Huston:

      I.    Did [the trial court] commit an error of law by applying an
      exception to the well-established doctrine of accretion that
      applies only to residential landlord/tenant case law and which is
      based upon the implied warranty of habitability in this
      commercial case?

      II.   Did [the trial court] commit an error of law by finding that
      the tenant had established unjust enrichment where there was
      utterly no evidence that the leased premises had increased in
      value?

Brief for Mary Huston at 4.

      In her first issue, Mary Huston contends that the trial court improperly

relied on Chesney v. Stevens, 644 A.2d 1240, 1244 (Pa. Super. 1994).

Brief for Mary Huston at 7-8.     She contends that Chesney concerned a

residential rather than a commercial lease, and involved unjust enrichment

arising from the tenant’s improvements to a residential property, where the

property did not satisfy the warrant of habitability, and the owner had failed

to make due efforts to rectify the situation. She also argues that the long-

term lease requirement cited in Chesney, see infra, was not satisfied in this

case, where the trial court found that the parties were engaged in a year-to-

year lease.

      The trial court relied upon the following analysis:

      Generally, under Pennsylvania law, where a lessor makes
      improvements to the leased premises, the improvements
      become property of the lessor, who is not under any obligation

                                     - 25 -
J-A08045-14


     to reimburse the lessee for the value of the improvements.
     See 8 Summ. Pa. Jur.3d Property § 26.58 (citing DeLeone v.
     Azad, Inc., 52 Pa. D.&C.2d 727 (Phila. Cty. 1971); Graham
     Aviation Co. v. City of Johnstown, 69 Pa. D. & C. 609
     (Cambria Cty. 1950)). However, there are exceptions to this
     general rule. The Pennsylvania Superior Court has set forth one
     of the exceptions applicable to this case as follows:

        [I]f a tenant, with a reasonable and good faith expectation
        of long-term occupancy or ownership, makes substantial
        and obvious improvements to the real estate of another,
        the tenant is entitled to compensation for the
        improvements when they have been accomplished with the
        actual or implied knowledge and consent of the owner. It
        is a reasonable corollary of the implied promise to furnish
        a habitable leasehold rule . . . to imply a promise by the
        owner to reimburse a tenant for improvements reasonably
        made when there is a basis for concluding that there has
        been consent by the owners to the improvements.

     Chesney, 644 A.2d at 1244. In such cases, where the recovery
     by the lessee is based on an unjust enrichment or quantum
     meruit theory, the value of damages recoverable by the lessee is
     the amount of the benefit conferred on the lessor. Id. at 1244-
     45; see also Styer v. Hugo, 619 A.2d 347, 350
     (Pa. Super. 1993), aff’d, 637 A.2d 276 (Pa. 1994) (“The law
     implies a contract between the parties . . . .    This contract
     requires that the defendant pay the plaintiff the value of the
     benefits conferred, i.e., that the defendant make restitution to
     the plaintiff in quantum meruit.

     Here, [the Summerhills] made significant improvements to the
     Property [that] undoubtedly increased its value both as a
     residence and as a working farm. Although [the Summerhills]
     have not included in the record any evidence of the difference
     between the value of the Property in 1998 and its current value,
     we find the evidence of the costs of the improvements to be
     credible and uncontroverted. Because we find that retention by
     [Mary Huston] of these benefits without compensating [the
     Summerhills] for them would be unjust, we will award [the
     Summerhills] the amount of $55,634.51 in damages . . . .

T.C.O., 12/17/2012, at 27-28 (citations modified).



                                   - 26 -
J-A08045-14



      In reviewing the trial court’s ruling, we are guided by the following

standard:

      Unjust enrichment is essentially an equitable doctrine. Where
      unjust enrichment is found, the law implies a contract, which
      requires the defendant to pay to the plaintiff the value of the
      benefit conferred. The elements necessary to prove unjust
      enrichment are:

      (1) benefits conferred on defendant by plaintiff; (2) appreciation
      of such benefits by defendant; and (3) acceptance and retention
      of such benefits under such circumstances that it would be
      inequitable for defendant to retain the benefit without payment
      of value.     The application of the doctrine depends on the
      particular factual circumstances of the case at issue.          In
      determining if the doctrine applies, our focus is not on the
      intention of the parties, but rather on whether the defendant has
      been unjustly enriched.

Mitchell v. Moore, 729 A.2d 1200, 1203-04 (Pa. Super. 1999) (citations

and internal quotation marks omitted; formatting modified).

      Appellate review of equity matters is limited to a determination
      of whether the [trial court] committed an error of law or abused
      [its] discretion. The scope of review of a final decree in equity is
      limited and [the trial court’s decision] will not be disturbed
      unless it is unsupported by the evidence or demonstrably
      capricious. The test employed is not whether the appellate court
      would have reached the same result as the trial [court], which
      heard and saw the evidence, but whether a judicial mind, on due
      consideration of the evidence, could have reached the conclusion
      of the trial [court].

Robbins v. Kristofic, 643 A.2d 1079, 1082 (Pa. Super. 1994) (quoting

Purdy v. Zaver, 580 A.2d 1127, 1130-31 (Pa. Super. 1990)).

      It is true that Chesney concerned a residential lease and involved

habitability issues.   However, as the Summerhills aptly point out, various



                                     - 27 -
J-A08045-14



courts have applied Chesney for the proposition for which the trial court

uses it in the context of commercial leases.        Responsive Brief for the

Summerhills    at   12-14;    see   Cambria-Stoltz      Enterps.,    v.    TNT

Investments, 747 A.2d 947, 953 (Pa. Super. 2000); 421 Willow Corp. v.

Callowhill Assoc., No. 1848 MAY.TERM 2001, et al., 2003 WL 21361362, at

*7 (Phila. Cty. May 23, 2003); see also Drysdale v. Woerth, 153

F.Supp.2d 678, 687-89 (E.D.Pa. 2001).        Thus, Mary Huston’s argument,

which hinges entirely on the proposition that the principles articulated in

Chesney simply do not apply to commercial leases, is confounded by the

cited cases and, in the absence of further argument, warrants no relief.

      Mary Huston’s second issue is based upon her contention that the trial

court’s damage award, which was based on a theory of unjust enrichment,

was predicated on the flawed conclusion that Mary Huston appreciated any

benefits from the improvements to the land made by the Summerhills. Her

argument effectively is stated in one sentence: “In other words, there might

have been an increase in value, the value of which was not established by

the party with the burden of proof, but there is no means by which any

increase in value to her is in any means unjust.” Brief for Mary Huston at 8-

9. Mary Huston does not dispute that the Summerhills presented detailed

records of the improvements to the land that they made during their

tenancy, which were recited in detail by the trial court. Moreover, she does

not cite any authority that might preclude the trial court’s reliance upon this

to determine that it would be unjust not to compensate the Summerhills for

                                    - 28 -
J-A08045-14



their improvements. This conclusory attempt to establish trial court error is

insufficiently developed to satisfy the requirements of Pa.R.A.P. 2119(a).

Consequently, we find that this issue is waived.

      Judgment affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 10/03/2014




                                    - 29 -
