J-A16021-15


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

BENEFICIAL MUTUAL SAVINGS BANK                IN THE SUPERIOR COURT OF
                                                    PENNSYLVANIA
                         Appellant

                    v.

MICHAEL W. KWASNIK, CAROL J.
KWASNIK, KWASNIK, RODIO,
KANOWITZ & BUCKLEY, P.C., OPIS
MANAGEMENT FUND, LLC, LIBERTY
STATE FINANCIAL HOLDINGS CORP.,
AND IRREVOCABLE TRUST OF STEVEN C.
KWASNIK

                         Appellees                 No. 2581 EDA 2014


               Appeal from the Order Entered August 1, 2014
            In the Court of Common Pleas of Philadelphia County
            Civil Division at No(s): April Term, 2011 No. 001488


BEFORE: LAZARUS, OLSON and PLATT,* JJ.

MEMORANDUM BY OLSON, J.:                        FILED OCTOBER 05, 2015

      Appellant, Beneficial Mutual Savings Bank, appeals from the order

entered on August 1, 2014, denying its motion to enforce settlement

agreement. We vacate and remand.

      The trial court ably explained the underlying facts and procedural

posture of this case:

        This matter was initiated by Appellant on April 13, 2011,
        when it filed a praecipe for entry of judgment by confession
        (“Confession of Judgment” or “Judgment”) in the Court of
        Common Pleas, Philadelphia County in the amount of
        $4,261,103.24 against several defendants,[fn.1] including
        [Defendant William M. Kwasnik, Trustee of the Irrevocable
        Trust of Steven C. Kwasnik (hereinafter “Trustee”),] for
        defaulting on the terms of a loan and security agreement

*Retired Senior Judge assigned to the Superior Court.
J-A16021-15


       [(hereinafter “Loan Agreement”)] and promissory note
       dated May 18, 2006. The Defendants additionally pledged
       Liberty Bell Bank common stock that they owned as security
       for the loan by an agreement also dated May 18, 2006
       (hereinafter “Pledge Agreement”). [The Pledge Agreement
       reflected that the Defendants were pledging the following
       shares of Liberty Bell Bank stock as security: Trustee:
       132,838 shares; Opis Management Fund, LLC: 121,797
       shares; Carol Kwasnik: 127,807 shares; Liberty State
       Financial Holdings, Corp.: 130,530 shares; and, Michael
       Kwasnik: 251,250 shares.       See Pledge Agreement, at
       Schedule 1. The Pledge Agreement defined the above-listed
       shares as the “Pledged Shares;” the Pledge Agreement
       further declared that the term “Pledged Collateral” included
       the “Pledged Shares.” Id. at 1-2.]

          [fn.1] The other defendants included Michael W.
          Kwasnik; Carol J. Kwasnik; Kwasnik, Rodio, Kanowitz &
          Buckley[,] P.C.; Opis Management Fund, LLC; and[,]
          Liberty State Financial Holdings Corp. Upon motion by
          Appellant, Defendant Liberty State Financial Holdings []
          was severed from the action by [] order docketed
          September 9, 2011. [Trial Court Order, 11/9/11, at 1.]
          The remaining defendants, along with Trustee are
          hereinafter, collectively, referred to as “Defendants.”

       In response to that Confession of Judgment, Defendants
       filed a “Petition to Strike Judgment, and, In the Alternative,
       to Open Judgment, and to Stay Execution Pending Final
       Disposition on the Petition” on May 25, 2011 [(hereinafter
       “Petition to Open/Strike”)], arguing that, among other
       reasons, the Judgment should be opened because Appellant
       accepted late payments from Defendants, thereby waiving
       the right to claim default, and that the parties had orally
       agreed to amend the Loan Agreement.              [Petition to
       Open/Strike, 5/25/11, at 2-4].         [In the alternative,]
       Defendants argued that . . . the Judgment should be
       stricken because Appellant had failed to sufficiently state
       the basis of the default in its complaint, and that the [trial]
       court should stay the execution of the Judgment as a result,
       pending the opportunity to conduct a hearing on the validity
       of the Judgment. Id. at 4-5. . . .




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J-A16021-15


       Appellant   responded    to   Defendants’   [Petition  to
       Open/Strike] on June 14, 2011, arguing that Defendants
       and Appellant had not entered into an oral agreement []
       and [that] Appellant had not accepted late payments from
       Defendants without objection.     [Appellant’s Response,
       6/14/11, at 3-4]. . . .

       Upon consideration of the Petition to Open/Strike and
       Appellant’s response thereto, the [trial court] issued an
       order on June 22, 2011, granting leave for the parties to
       take discovery on disputed issues of fact, ordering that the
       parties submit notes of testimony and supplemental
       memoranda, scheduling a hearing [], and staying the
       execution proceedings. [Trial Court Order, 6/22/11, at 1].

       On March 5, 2012, Appellant filed a praecipe to satisfy
       judgment [(hereinafter] “Satisfaction of Judgment”) as to
       defendants Michael Kwasnik; Rodio, [Kwasnik,] Kanowitz &
       Buckley, P.C.; and[,] the Trustee[. The praecipe requested]
       that [the trial court] mark the Judgment as satisfied with
       [respect] to those defendants upon payment of court costs.
       Satisfaction of Judgment, 3/5/12, at 1]. Appellant filed its
       praecipe pursuant to a settlement agreement [(hereinafter]
       “Settlement Agreement”) signed by the parties on January
       11, 2012. [In relevant part, the Settlement Agreement
       provides:

              SETTLEMENT AGREEMENT AND MUTUAL GENERAL
                              RELEASE

          THIS SETTLEMENT AGREEMENT [] is made effective this
          11th day of January, 2012, by and among [APPELLANT],
          and MICHAEL W. KWASNIK, CAROL J. KWASNIK, OPIS
          MANAGEMENT FUND LLC, KWASNIK, RODIO, KANOWITZ
          & BUCKLEY, PC, AND [THE TRUSTEE] (individually, a
          “Borrower”     and      collectively, the  “Borrowers”)
          ([Appellant] and the Borrowers are collectively referred
          to as “the Parties”). . . .


                               BACKGROUND

          A. On or about May 18, 2006, [Appellant] loaned the
          Borrowers [$4,200,000.00] (the “Loan”) pursuant to

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          that certain [Loan Agreement] also dated as of May 18,
          2006. . . .      The Loan also was evidenced by a
          Promissory Note dated May 18, 2006. . . .

          B. The Loan is secured by a pledge of all shares of
          Liberty Bell Bank common stock owned now or hereafter
          by any Borrower (the “Stock”), as further provided in
          the Loan Agreement and the Pledge Agreement dated
          May 18, 2006. . . .            The aforementioned Loan
          Agreement, [Promissory] Note, Pledge Agreement and
          all other documents executed or delivered in connection
          with the Loan are hereinafter collectively referred to as
          the “Loan Documents”.           All of the indebtedness,
          liabilities and obligations owing from any of Borrowers to
          [Appellant] under the Loan Documents and this
          Agreement are hereinafter collectively referred to as the
          “Obligations.” All of the Stock, Pledged Collateral (as
          defined in the Pledge Agreement, Collateral (as defined
          in the Loan Agreement) real property, personal property
          and other assets of any Borrower now or hereafter
          subject to any lien or security interest under any of the
          Loan Documents, as modified by this Agreement, are
          hereinafter collectively referred to as the “Collateral.”

          C. Borrowers delivered to [Appellant] the original Stock
          certificates along with stock powers . . . .

          D. Borrowers have failed to make payments due and
          owing under the terms and conditions of the Loan
          Agreement and currently are in default. Moreover, the
          value of the Collateral currently securing the Loan has
          depreciated significantly in value, as a result, the
          Borrowers currently are in breach of certain financial
          covenants contained in the Loan Documents.

          E. Judgment by Confession has been entered by
          [Appellant] against Borrowers in the [Philadelphia
          County Court of Common Pleas] and [Appellant] and
          the Borrowers wish to resolve all claims between
          and among them by surrendering collateral subject to
          the terms and conditions set forth in this
          Agreement.

                                     ...

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J-A16021-15



              NOW THEREFORE, the parties hereto, intending to be
              legally bound hereby, mutually agree:

                                               ...

              3. Surrender of Collateral as Consideration for
              Settlement. [Appellant] and the Borrowers hereby agree
              to resolve the lawsuit and any other claims by and
              among the Parties by the Borrowers surrendering
              collateral currently held by [Appellant] and the
              Borrowers further agree to cooperate and execute such
              documents to ensure that [Appellant] may take good
              title to said collateral. This surrender of collateral
              serves as the consideration for the releases
              contained herein. Borrowers agree to execute any
              further documents that are necessary to effectuate the
              surrender of collateral.[1]

              4. Stock Surrendered. The Borrowers warrant and
              represent that the following collateral is hereby
              surrendered by them to [Appellant] in full
              satisfaction of their obligations under the terms of
              the Loan Agreement and [Promissory] Note:

                  Michael Kwasnik: 251,250 Shares of Liberty Bell
                  Bank

                  Carol Kwasnik[:] 131,642 Shares of Liberty Bell Bank

                  Opis Management Fund, LLC[:] 121,797 Shares of
                  Liberty Bell Bank

                  [Trustee:] 9,000 Shares of Liberty Bell Bank

              5. Releases. For and in consideration of the release of
              collateral, and for the mutual promises contained herein,
              BUT SUBJECT to the provisions for [sic] paragraph 6 of
              this Agreement[,] [Appellant] releases and gives up any
____________________________________________


1
  This Court notes that all uses of the term “collateral” in the body of
paragraph 3 are lowercase.



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J-A16021-15


          and all claims and rights, which it had or could have had
          against Borrowers. . . .

          6. Condition.     This Agreement, and [Appellant’s]
          obligations hereunder, are expressly conditioned
          upon [Appellant] receiving all of the benefits
          conveyed under paragraph 3. If for any reason,
          [Appellant] does not receive the full benefit of this
          bargain, along with the right to sell and otherwise
          dispose of the Stock without hindrance or delay caused
          by any of the Borrowers, the release set forth herein
          shall be void and of no force or effect as to all of the
          Borrowers, and the Bank shall have the right to enforce
          its rights and remedies under the loan documents as
          though this Agreement had not been entered into.

          7. Stock Powers. Borrowers shall execute and deliver to
          [Appellant] new Stock Powers for all new and existing
          pledged Stock substantially in the form as attached as
          Exhibit A hereto.

       See Settlement Agreement, dated 1/11/12, at 1-8
       (emphasis added) (some internal underlying omitted)].

       Once the Satisfaction of Judgment was filed, [the trial court]
       ruled that the Petition to Open/Strike was moot with
       [respect] to the defendants named in the Satisfaction of
       Judgment. [Trial Court Order, 3/16/12, at 1]. Additionally,
       [the trial court] ordered that the Petition to Open/Strike
       against defendant Opis Management Fund, LLC be
       dismissed for lack of prosecution. Id.

       More than two years later, Appellant filed [the current]
       “Motion to Enforce Settlement[ Agreement.” Within this
       motion, Appellant requested: 1) that the trial court “enter
       an order enforcing the Settlement Agreement by requiring
       that [the Trustee] provide [Appellant] with [an] additional
       123,383 shares of Liberty Bell Bank common stock, or the
       equivalent value of such;” or 2) “should [the trial court] not
       find the Settlement Agreement unambiguous, then . . . [the
       trial court should] enter an order allowing for discovery so
       that [Appellant] can establish that the inclusion to the
       reference of 9,000 shares was a mistake and the Settlement
       Agreement should be reformed to reflect 132,838 shares.”

                                   -6-
J-A16021-15


       Appellant’s Motion to Enforce Settlement Agreement,
       5/30/14, at ¶¶ 21-22.] Appellant’s basic contention was
       that, although Judgment had been marked satisfied as to
       Trustee, “[a]s a result of an error[,] . . . the number of
       shares listed as being owned by [Trustee] in the Settlement
       Agreement was reflected as 9,000 when in actuality the
       number of shares was 132,383. [Id. at ¶ 8]. Appellant
       argued that the intent of the parties was that all of the
       Liberty Bell Bank common stock owned by each of the
       [defendants] would be surrendered to satisfy the Judgment,
       despite the fact that the Settlement Agreement only
       required Trustee to surrender 9,000 shares. [Id. at ¶ 7].
       When Appellant became aware of the alleged mistake, it
       asked Trustee to surrender the remaining 123,383 shares
       that it claimed Trustee owed, which Trustee refused to do.
       [Id. at ¶ 9]. . . .

       Trustee filed its Response to the Motion to Enforce
       Settlement [Agreement] on July 15, 2014. . . . In the
       [response], Trustee argued[:] that the intention of the
       parties [to the Settlement Agreement was] to have Trustee
       surrender only 9,000 shares [and that this intent] was
       manifested in the [] references to [the “9,000 shares” in the
       Settlement Agreement;] that Appellant had waived any
       dispute over the Settlement Agreement when it filed the
       Satisfaction of Judgment according to the doctrine of accord
       and satisfaction[;] and[,] that the terms of the Settlement
       Agreement were unambiguous.          [Trustee’s Response to
       Motion to Enforce Settlement Agreement, 7/15/14, at 5]. . .
       .

       Appellant replied to [the Trustee’s response] on July 25,
       2014, arguing that[:]         the Settlement Agreement
       unambiguously required Trustee to surrender its remaining
       shares[;] the doctrine of accord and satisfaction was
       inapplicable to the instant matter[;] the Satisfaction of
       Judgment did not show Trustee complied with the terms of
       the Settlement Agreement[;] and[,] that if the [trial court]
       found the Settlement Agreement was ambiguous, the
       parties should be allowed to conduct additional discovery to
       prove that a mutual or unilateral mistake had occurred.
       [Appellant’s Reply, 7/25/14, at 2-9].




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J-A16021-15


          [On July 31, 2014, the trial court held a hearing on
          Appellant’s Motion to Enforce Settlement Agreement.] In
          support of [its] motion, Appellant argued that Trustee
          should have surrendered all Liberty Bell Bank common stock
          it owned, though the Settlement Agreement clearly stated
          that only 9,000 shares were required [to be surrendered.
          Appellant also requested that the trial] court allow
          additional discovery to take place to demonstrate that there
          was a mutual or a unilateral mistake as to the amount of
          stock listed [and stating] that Trustee had known that 9,000
          was the incorrect number of shares at the time the
          Settlement Agreement was signed. [N.T. Hearing, 7/31/14,
          at 5-6]. Alternatively, Appellant argued that Trustee had
          somehow breached the Settlement Agreement when it
          provided only 9,000 shares to satisfy the Judgment.

          [] Trustee objected to additional discovery, arguing that the
          Settlement     Agreement       was      unambiguous     and,
          consequently, that the parol evidence rule barred any
          additional   evidence   to    interpret   [the  agreement].
          Additionally, Trustee noted that though the Pledge
          Agreement suggested all of Trustee’s shares would be
          surrendered, the Settlement Agreement clearly stated that
          9,000 shares would satisfy the Judgment.           Moreover,
          Trustee emphasized that it was implausible to argue that
          Appellant, a large, sophisticated banking institution, was
          somehow deceived during the settlement negotiations.

          After considering the arguments presented by both parties,
          the [trial] court denied Appellant’s Motion to Enforce
          Settlement [Agreement by order entered on August 1,
          2014]. . . . Appellant filed the instant appeal with the
          Superior Court on August 26, 2014. . . .

Trial   Court    Opinion,   11/19/14,     at   2-5   (some   internal   footnotes,

capitalization, and citations omitted).

        Following Appellant’s notice of appeal, the trial court ordered Appellant

to file a statement of errors complained of on appeal, pursuant to

Pennsylvania Rule of Appellate Procedure 1925(b).              Appellant timely



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J-A16021-15



complied with the trial court’s order and, within its Rule 1925(b) statement,

Appellant claimed that the trial court erred when it concluded that “the

language of the Settlement Agreement only required the surrender of 9,000

shares from [the Trustee] and when it failed to “provid[e] an opportunity for

discovery to establish that the reference to the 9,000 shares [in the

Settlement Agreement] was a unilateral mistake that the [Trustee] knew of

and encouraged.” Appellant’s Rule 1925(b) Statement, 9/17/14, at 2.

     After Appellant filed its Rule 1925(b) statement, the trial court filed its

opinion to this Court. Within the trial court’s thorough and well-written Rule

1925(a) opinion, the trial court concluded that the language of the

Settlement Agreement “clear[ly] and unambiguous[ly reflected] the parties’

intent that 9,000 shares was the amount required to satisfy the Judgment

with respect to Trustee.” Trial Court Opinion, 11/19/14, at 6-8. However,

the trial court concluded that it had erred when it denied Appellant’s Motion

to Enforce Settlement Agreement because, it concluded, it should have

“granted Appellant’s request [to conduct] additional discovery [on the issue

of whether the reference to the “9,000 shares” in the Settlement Agreement

constituted] a unilateral mistake.”     Id. at 8-10.     The trial court thus

requested that this Court vacate its order and remand for further

proceedings. Id. at 8.

     Now on appeal, Appellant lists the following claims:

        1. Whether the trial court abused its discretion and
        misapplied the law in denying [Appellant’s] Motion to
        Enforce the Settlement Agreement[?]

                                      -9-
J-A16021-15



        2. Whether the trial court erred in denying [Appellant’s]
        Motion to Enforce the Settlement Agreement as the clear
        and unambiguous language of the [Settlement Agreement]
        required that all previously pledged stock be surrendered as
        part of the settlement[?]

        3. Whether the trial court erred in finding the language of
        the Settlement Agreement only required the surrender of
        9,000 shares of Liberty Bell Bank stock from [the Trustee?]

        4. Whether the trial court erred in finding that [Appellant’s]
        filing of a Partial Satisfaction of Judgment was conclusive
        evidence that the terms of the Settlement Agreement were
        complied with and that it negated the [Trustee’s] obligations
        under the Settlement Agreement[?]

        [5.] Whether [the] trial court erred in not providing an
        opportunity for discovery to establish that the reference to
        the 9,000 shares was a mistake that the [Trustee] knew of
        and ignored[?]

Appellant’s Brief at 2-3.

      Although Appellant numbers five claims in the “statement of issues

involved on appeal” section of its brief, the argument section of Appellant’s

brief lists only three issues. Specifically, the argument section of Appellant’s

brief declares that the trial court erred in denying its Motion to Enforce

Settlement Agreement because:        1) “[t]he Settlement Agreement clearly

and unambiguously provides that the intent of the parties was for the

[Trustee] to surrender all of its collateral held by [Appellant,] which includes

all 132,383 shares of Liberty Bell Bank stock originally pledged under the

Pledge Agreement despite the reference to [the] 9,000 shares;” 2) “[t]he

Satisfaction of Judgment does not evidence that the Trust complied with the

terms of the Settlement Agreement;” and, 3) Appellant was not permitted to

                                     - 10 -
J-A16021-15



conduct additional discovery “on the issue of whether the inclusion of the

[term “9,000 shares”] in the Settlement Agreement was a unilateral

mistake.” Appellant’s Brief at 8-15. We will address the three issues in the

order raised above. Any claims that were listed in the “statement of issues

on appeal” section of Appellant’s brief but that were omitted from the

argument section are waived.      Kituskie v. Corbman, 682 A.2d 378, 383

(Pa. Super. 1996) (“[i]ssues not properly developed or argued in the

argument section of an appellate brief are waived”).

      First, Appellant claims that the trial court erred in denying its Motion to

Enforce Settlement Agreement because “[t]he Settlement Agreement clearly

and unambiguously provides that the intent of the parties was for the

[Trustee] to surrender . . . all 132,383 shares of Liberty Bell Bank stock

originally pledged under the Pledge Agreement.” Appellant’s Brief at 8. This

claim fails.

      As this Court has held:

         [t]he enforceability of settlement agreements is determined
         according to principles of contract law. Because contract
         interpretation is a question of law, this Court is not bound
         by the trial court’s interpretation. Our standard of review
         over questions of law is de novo and to the extent
         necessary, the scope of our review is plenary as the
         appellate court may review the entire record in making its
         decision.    With respect to factual conclusions, we may
         reverse the trial court only if its findings of fact are
         predicated on an error of law or are unsupported by
         competent evidence in the record.




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J-A16021-15



Step Plan Serv.’s, Inc. v. Koresko, 12 A.3d 401, 408 (Pa. Super. 2010)

(internal quotations and citations omitted).

        On appeal, Appellant does not claim that the Settlement Agreement

contains conflicting terms or that it is otherwise ambiguous.                Rather,

Appellant simply claims that “[t]he Settlement Agreement clearly and

unambiguously provides that the intent of the parties was for the [Trustee]

to surrender . . . all 132,383 shares of Liberty Bell Bank stock originally

pledged under the Pledge Agreement.”               Appellant’s Brief at 8 (emphasis

added). This claim plainly fails. As the trial court cogently explained:

          Paragraph [4] of the Settlement Agreement . . . clearly
          states [the] number of shares to be surrendered by each
          defendant under an appropriate title, “Stock Surrendered.”
          [The] paragraph[] states that “[t]he Borrowers warrant and
          represent that the following collateral is hereby surrendered
          by them to [Appellant] in full satisfaction of their obligations
          under the terms of the Loan Agreement and Note.” The
          paragraph then lists each defendant by name and the
          number of shares which will satisfy their respective
          obligations. Adjacent to Trustee’s name . . . is “9,000
          shares of Liberty Bell Bank.”[2] Moreover, in later pages of
____________________________________________


2
    Paragraph 4 of the Settlement Agreement reads in full:

          4. Stock Surrendered. The Borrowers warrant and represent
          that the following collateral is hereby surrendered by
          them to [Appellant] in full satisfaction of their
          obligations under the terms of the Loan Agreement
          and [Promissory] Note:

              Michael Kwasnik: 251,250 Shares of Liberty Bell Bank

              Carol Kwasnik[:] 131,642 Shares of Liberty Bell Bank
(Footnote Continued Next Page)


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J-A16021-15


          the Settlement Agreement, the parties executed a stock
          power for each defendant, which lists the amount of stock
          to be transferred to Appellant. Page [14] of the Settlement
          Agreement includes Trustee’s stock power under which
          Trustee agreed to “transfer and assign . . . 9,000 shares.”
          This stock power was signed by Appellant’s counsel and by
          Trustee. Although Appellant has identified Paragraph[s 3
          and 7 of the Settlement Agreement] as relevant to the
          surrendering of stock, nothing in those paragraphs negates
          or makes ambiguous the clear representation that 9,000
          shares of stock would be a “full satisfaction” of the Loan
          Agreement and Note between Appellant and Trustee.[3]
                       _______________________
(Footnote Continued)


             Opis Management Fund, LLC[:] 121,797 Shares of
             Liberty Bell Bank

             [Trustee:] 9,000 Shares of Liberty Bell Bank

Settlement Agreement, dated 1/11/12, at 1-8 (emphasis added).
3
    Again, Paragraphs 3 and 7 of the Settlement Agreement provide:

          3. Surrender of Collateral as Consideration for Settlement.
          [Appellant] and the Borrowers hereby agree to resolve the
          lawsuit and any other claims by and among the Parties by
          the Borrowers surrendering collateral currently held by
          [Appellant] and the Borrowers further agree to cooperate
          and execute such documents to ensure that [Appellant]
          may take good title to said collateral. This surrender of
          collateral serves as the consideration for the releases
          contained herein. Borrowers agree to execute any further
          documents that are necessary to effectuate the surrender of
          collateral.

                                            ...

          7. Stock Powers. Borrowers shall execute and deliver to
          [Appellant] new Stock Powers for all new and existing
          pledged Stock substantially in the form as attached as
          Exhibit A hereto.

(Footnote Continued Next Page)


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J-A16021-15



Trial Court Opinion, 11/19/14, at 7 (some internal capitalization and

citations omitted).

      We agree with the trial court’s sound analysis and conclude that

Appellant’s   claim       –   that    the    Settlement   Agreement   “clearly   and

unambiguously provides that the intent of the parties was for the [Trustee]

to surrender . . . all 132,383 shares of Liberty Bell Bank stock originally

pledged under the Pledge Agreement” – is meritless. Appellant’s Brief at 8.

      Appellant next claims that the trial court erred in denying its Motion to

Enforce Settlement Agreement because “[t]he Satisfaction of Judgment does

not evidence that the Trust complied with the terms of the Settlement

Agreement.” However, the trial court did not deny Appellant’s motion upon

this basis. See Trial Court Opinion, 11/19/14, at 7. Therefore, Appellant’s

claim of error does not entitle it to relief.4

      For Appellant’s final claim on appeal, Appellant contends that the trial

court erred in denying its motion because, in doing so, the trial court did not

permit Appellant to conduct additional discovery “on the issue of whether the

inclusion of the [term “9,000 shares”] in the Settlement Agreement was a

                       _______________________
(Footnote Continued)

Settlement Agreement, dated 1/11/12, at 1-8.
4
  As Appellant acknowledges, the trial court never held that the Satisfaction
of Judgment constituted “conclusive evidence that the terms of the
Settlement Agreement were complied with.” Appellant’s Brief at 12 n.8.
However, Appellant declared, it raised the issue “out of [an] abundance of
caution.” Id.



                                            - 14 -
J-A16021-15



unilateral mistake.” Appellant’s Brief at 15. The trial court requested that

we vacate its order and remand the case, so that this additional discovery

may take place. We agree.

      We have explained:

         Generally if a mistake is not mutual, but unilateral, and is
         not due to the fault of the party not mistaken, but to the
         negligence of the one who acted under the mistake, it
         affords no basis for relief.       [However,] when there is
         mistake on one side and fraud on the other, relief is
         available. Likewise, irrespective of active fraud, if the other
         party knows or has good reason to know of the unilateral
         mistake, relief will be granted to the same extent as a
         mutual mistake. . . . A corollary to the aforementioned
         principles is the rule that the mistake under scrutiny, as well
         as the actual intent of the parties, must be clearly proven.

      Kramer v. Schaeffer, 751 A.2d 241, 246 (Pa. Super. 2000) (internal

citations and quotations omitted).

      Here, Appellant’s Motion to Enforce Settlement Agreement claimed

that the reference to the “9,000 shares” in the Settlement Agreement was a

unilateral mistake and that the Trustee “kn[ew] or ha[d] reason to know of

the   unilateral   mistake.”      Appellant’s     Motion   to   Enforce   Settlement

Agreement, 5/30/14, at ¶ 22. Given this averment, we agree with the trial

court that Appellant should have been given the chance to conduct discovery

“so that [Appellant might] establish that the . . . reference [to the] 9,000

shares was a mistake.”         See id.    Therefore, we vacate the trial court’s

August 1, 2014 order and remand for further proceedings.

      Order vacated. Case remanded. Jurisdiction relinquished.



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J-A16021-15




Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 10/5/2015




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