J-A16018-16
                              2017 PA Super 13


LUCINDA A. CARDINALE AND IOLA                    IN THE SUPERIOR COURT OF
HUGNEY, ON BEHALF OF THEMSELVES                        PENNSYLVANIA
AND ON BEHALF OF ALL THOSE
SIMILARLY SITUATED

                    v.

R.E. GAS DEVELOPMENT, LLC, AND REX
ENERGY CORPORATION


APPEAL OF: IOLA HUGNEY, ROBERT L.
HENRY AND ELAINE M. HENRY
                                                    No. 1186 WDA 2015


                      Appeal from the Order July 6, 2015
              In the Court of Common Pleas of Clearfield County
                     Civil Division at No(s): 2011 -1791 -CD



MARY R. BILLOTTE, ON BEHALF OF                   IN THE SUPERIOR COURT OF
HERSELF AND ON BEHALF OF ALL THOSE                     PENNSYLVANIA
SIMILARLY SITUATED

                    v.

R.E. GAS DEVELOPMENT, LLC, AND REX
ENERGY CORPORATION


APPEAL OF: IOLA HUGNEY, ROBERT L.
HENRY AND ELAINE M. HENRY
                                                    No. 1187 WDA 2015


                      Appeal from the Order July 6, 2015
              In the Court of Common Pleas of Clearfield County
                     Civil Division at No(s): 2012 -1099 -CD


BEFORE:   SHOGAN, OLSON and STRASSBURGER,* JJ.

*Retired Senior Judge assigned to the Superior Court.
J-A16018-16



OPINION BY OLSON, J.:                                          FILED JANUARY 17, 2017

      Appellants, Iola Hugney, Robert              L.   Henry, and Elaine M. Henry, appeal

from the orders entered on July 6, 2015, denying the Motions for Class

Certification that were filed on behalf of "Lucinda A. Cardinale and Iola

Hugney, on behalf of themselves and on behalf of all those similarly

situated," and "Mary          R.   Billotte, on behalf of herself and on behalf of all

those similarly situated."                After careful consideration, we vacate and

remand.

      On October 25, 2011, Lucinda A. Cardinale ( "Cardinale ") and Iola

Hugney    ( "Hugney ")        filed   a    class   action   complaint against R.E.     Gas

Development, LLC ( "R.E. Gas ") and Rex Energy Corporation ( "Rex Energy ")

(hereinafter, collectively, "the Defendants "),1 on behalf of themselves and on

behalf of all those similarly situated.                 Cardinale and Hugney Complaint,

10/25/11, at       1   -17.   The complaint was docketed at 2011 -1791 -CD and,

within their complaint, Cardinale and Hugney claimed that, in 2008, the

Defendants entered into Marcellus Shale oil and gas leases with               a   number of

individuals   in       Pennsylvania,       including Cardinale and      Hugney.     Id. at
¶¶ 10 -11. According to the complaint:




1 Within the Cardinale and Hugney Complaint, Cardinale and Hugney averred
that R.E. Gas is a wholly -owned subsidiary of Rex Energy. Cardinale and
Hugney Complaint, 10/25/11, at ¶ 5.



                                               -2
J-A16018-16


             Rex Energy is an independent oil and gas company that
             operates in the Appalachian Basin where it produced
             approximately 2.8 Million Mcf of natural gas per day in
             2008. .   .  Rex Energy used its wholly owned subsidiary[,]
                           .


             R.E. Gas[,] to obtain oil and gas leases in Clearfield County
             and elsewhere in Pennsylvania.



             In 2008[,] R.E. Gas delivered ...  to each plaintiff and each
             class member the standard form Oil and Gas Lease and the
             standard form memorandum of lease into which all of the
             required information, such as the lessors' identities and
             property identifications had been inserted. Each of the
             standard form Oil and Gas Leases was identical or
             substantially identical in all material respects except for
             references to the identity of the lessor, the description of
             the leased premises and the amount of the prepaid rental or
             bonus that was to be paid. The amount of the prepaid
             rental or bonus depended upon the number of acres that
             were included in the standard form Oil and Gas Lease.
Id.   at   ¶ ¶7, 9, and 15.

           Cardinale and Hugney claimed that they signed the Oil and Gas Lease,

an Addendum, an Order for Payment, and a Memorandum of Oil and Gas

Lease, and then delivered the executed documents either to R.E. Gas or to

R.E. Gas' agent and landman, Western Land Services, Inc.         Id.   at ¶¶ 12 -13,

16 and 18.        R.E. Gas then "executed and accepted" the documents from

Cardinale on July 23, 2008 and from Hugney on August 6, 2008.                Id.   at

¶¶ 17 and 19. Cardinale and Hugney claimed:

             Under the terms of [] Cardinale's Oil and Gas Lease, R.E.
             Gas had to pay [] Cardinale $105,875.00 within [60]
             banking days of its receipt of [] Cardinale's order for
             payment and executed oil and gas lease, which occurred on
             or shortly after July 23, 2008. R.E. Gas's obligation to pay
             was subject only "to its inspection, approval of the surface,
             geology and title" of the leased premises.

                                         -3-
J-A16018-16



           Under the terms of [] Hugney's Oil and Gas Lease, R.E. Gas
           had to pay [] Hugney $71,925.00 within [60] banking days
           of its receipt of [] Hugney's order for payment and executed
           oil and gas lease, which occurred on or shortly after August
           6, 2008. R.E. Gas's obligation to pay was subject only "to
           its inspection, approval of the surface, geology and title" of
           the leased premises.
Id. at   ¶¶ 25 -26 (paragraph numbering omitted).

         According to the complaint, after the 60 -day time period expired, the

Defendants "den[ied] that any contract or lease interest exist[ed] between

[the Defendants and Cardinale, Hugney,] or those similarly situated to

[Cardinale and Hugney]" and the Defendants failed to pay the bonuses or

rents due to the landowners.      Id.   at ¶¶ 28 -29.       Further, the Cardinale and

Hugney Complaint claimed that the Defendants denied the leases either

without having inspected the landowners' properties or without having

inspected the land within the requisite "60 banking days" after R.E. Gas

received the leases and orders for payment.           Id.       at ¶¶ 30 -33.   Finally, the

complaint claimed that the Defendants "denied that any contract or lease

with class members existed not because of any purported right to inspect

and approve the surface, geology or title, but for other reasons, including

but not limited to [D]efendants' decision to reduce capital expenditures in

late 2008" due to the economic downturn.        Id.   at    ¶   43(e).

         The Cardinale and Hugney Complaint contained three counts:                 breach

of contract against R.E. Gas; tortious interference with contract against Rex




                                        -4
J-A16018-16



Energy; and civil conspiracy against both Defendants.                     Moreover, Cardinale

and Hugney sought to represent the following class in the lawsuit:

             All persons who signed an oil and gas lease in 2008 with
             R.E. Gas Development, LLC, related to property located in
             Clearfield   County,    Pennsylvania, or     elsewhere   in
             Pennsylvania for which Western Land Services, Inc., acted
             as agent for or represented R.E. Gas Development, LLC, and
             for which R.E. Gas Development, LLC, did not pay amounts
             specified by the oil and gas leases or orders for payment,
             including the applicable pre -paid rental or "bonus"
             payments.
Id. at   ¶   41.

         The following contractual documents were attached to the Cardinale

and      Hugney Complaint:       the Oil       and   Gas         Lease,    an   Addendum,   a

Memorandum of Oil and Gas Lease, and an Order for Payment. In relevant

part, the Oil and Gas Lease between Hugney and R.E. Gas reads as                    follows:2


                               OIL AND GAS LEASE
                                    (PAID UP)
             Project: Skywalker III
             THIS AGREEMENT is made as of the 6t" day of AUGUST,
             2008, by and between Iola Hugney     as Lessor, and R.E.
                                                     .   .   .


             Gas Development,   LLC,...as Lessee.



2 The Oil and Gas Lease, Memorandum of Oil and Gas Lease, and Order for
Payment are standard forms. As the complaint correctly states, Cardinale's
documents are "identical or substantially identical in all material respects [to
Hugney's documents,] except for references to the identity of the lessor, the
description of the leased premises and the amount of the prepaid rental or
bonus that was to be paid." Cardinale and Hugney Complaint, 10/25/11, at
¶ 15.    Therefore, we will only recite the relevant terms of Hugney's
documents. Moreover, we will not restate the terms of the Addendum, as
the Addendum is irrelevant to the current appeal.


                                          -5
J-A16018-16



          1. Lessor,  for and in consideration of One Dollar ($1.00),
       and other good and valuable consideration, the receipt of
       which is hereby acknowledged, and the covenants and
       agreements of the Lessee hereinafter contained, does
       hereby grant, lease and let unto Lessee the land described
       below, including all interests therein Lessor may acquire by
       operation of law, reversion or otherwise, (herein called the
       "Leasehold Estate "), exclusively, for the purposes of
       exploring by geophysical and other methods, drilling,
       operating for and producing oil and /or gas from any strata
       and any depth          together with all rights, privileges and
                                  .   .   .


       easements      .  useful or convenient in connection with the
                          .   .


       foregoing and in connection with treating, storing, caring
       for, transporting and removing oil and /or gas produced from
       the Leasehold Estate...                .




          2.   It         that this lease shall remain in force for a
                    is agreed
       primary term of five (5) years from the date of this lease,
       and as long thereafter as operations are conducted upon the
       Leasehold Estate or on lands pooled or unitized therewith
       with no cessation for more than 90 consecutive days...      .




          3. Within  sixty (60) days from the date of execution of
       this lease, Lessee agrees to pay to the Lessor the sum of
       [$71,925.00] as full and complete bonus payment for this
       lease for the entire primary term of this lease. This is a
       paid -up lease and no delay rentals shall be due. The bonus
       paid hereunder is consideration for this lease and shall not
       be allocated as mere rental for a period.

          4. Lessee covenants and agrees to pay the following
       royalties: [stating the computation of royalties]...    .




       Iola Hugney



       This instrument was prepared by Timothy J. Kotzman, agent
       for R.E. Gas Development LLC.                   .   .




                                                  -6
J-A16018-16



Oil and Gas Lease between Hugney and R.E. Gas,    8/6/08, at 1 -4.
      The Memorandum of Oil and Gas Lease between Hugney and R.E. Gas

reads, in relevant part, as follows:

                  MEMORANDUM OF OIL AND GAS LEASE

        Project: Skywalker     III
        THIS   MEMORANDUM OF LEASE, dated this 6t" day of
        August, 2008, by and between Iola Hugney    hereinafter
                                                         .    .   .


        called Lessor  ... and R.E. Development LLC          ...
                                                    hereinafter
        referred to as "LESSEE "...    .




                                WITNESSETH:

            1. For and in  consideration of Ten Dollars ($10.00) and
        other good and valuable consideration paid and to be paid
        by Lessee to Lessor and in further consideration of the rents
        reserved and the covenants and conditions more particularly
        set forth in a certain lease between Lessor and Lessor dated
        August 6, 2008, (hereinafter referred to as the "Lease ")
        does hereby lease and let exclusively unto Lessee the
        following described premises: [describing the leased
        premises]...   .




        Containing a total of 28.77 acres, more or less, (hereinafter
        referred to as the "Premises ") for the purpose of exploring
        for ... , drilling, operating, producing and removing oil, and
        gas and all the constituents thereof

            2. TO HAVE AND TO HOLD the Premises        for a Primary
        Term of five (5) years from August 6, 2008 and for as
        long thereafter as prescribed payments are made, or for as
        long thereafter as operations are conducted on the Premises
        in search of oil, gas or their constituents...
                                                     .




            3. The rental, covenants, provisions and conditions of
        the within Memorandum of Lease shall be the same as the
        rental, covenants, provisions and conditions set forth in the
        Lease to which rental, covenants, provisions and conditions


                                       -7
J-A16018-16


             referenced in hereby made and the same are hereby
             incorporated by reference as though fully written herein.



                5. This memorandum of Lease is executed in simplified
             short form for the convenience of the parties and for the
             purpose of recording the same, and this Memorandum of
             Lease shall not have the effect of in any way modifying,
             supplementing or abridging the Lease or any of its
             provisions as the same or now or may hereafter be in force
             and effect.




             Iola Hugney



             This instrument was prepared by Timothy J. Kotzman, agent
             for R.E. Development LLC...  .




Memorandum of Oil and Gas Lease between Hugney and R.E. Gas, 8/6/08,

at   1 -2.


         The Order for Payment then declares:

                              ORDER FOR PAYMENT

             Lessee shall, subject to its inspection, approval of the
             surface, geology and title, make payment to Lessor as
             indicated herein by check within 60 banking days of
             Lessee's receipt of this Order For Payment and the executed
             Oil and Gas Lease associated herewith. No default shall be
             declared for failure to make payment until 20 days after
             written notice from Lessor of intention to declare such
             default...   .




             For collection, the original copy herein must be submitted
             directly to Lessee at the address below along with an
             executed original Oil and Gas Lease.


                                        -8
J-A16018-16


        PAYEE    (Lessor):               Iola Hugney

        Address:

        Phone:

       The amount of:                    ($71,925.00) Dollars

       This payment represents full consideration for a Five (5)
       year paid-up Oil and Gas Lease dated August 6, 2008
       covering the following described lands: [stating a
       description of the land].



        Issued on behalf of Lessee by:


       Timothy     J.   Kotzman, Agent


        R.E. Gas Development LLC




            This Order for Payment expires one year from date of
        issuance, unless paid sooner, terminated or replaced by
        Lessee.



Order for Payment, 8/6/08, at     1.

     As this Court previously explained:

        [The Defendants] filed preliminary objections to the
        complaint.    Their objections span[ned 27] pages and
        consist[ed] of [84] numbered paragraphs. After [Cardinale
        and Hugney] filed their response to the objections, the trial
        court entered the following order.

           Now, this 9th day of May, 2012, following argument on
           [the Defendants'] Preliminary Objections to Class Action
           Complaint and receipt and review of the parties' briefs

                                         - 9 -
J-A16018-16


            and applicable case law, it is the ORDER of this   [c]ourt
            as follows:

            1. As to  [the Defendants'] Demurrer to the Complaint in
            its entirety this [c]ourt agrees that as a matter of law
            [the Defendants] did not accept [the Cardinale and
            Hugney Plaintiffs'3] offer[s] to enter into binding gas
            leases.

            2. As such, no contracts were formed between         [the
            Cardinale and Hugney Plaintiffs] and R.E. Gas.

            3. Accordingly, it is the ORDER of this [c]ourt that [the
            Defendants'] Demurrer be and is hereby GRANTED.
            [Cardinale and     Hugney's] Complaint is          hereby
            DISMISSED in its entirety, with prejudice; and

           4. In support of its dismissal the [c]ourt hereby adopts
           the legal reasoning and conclusions as set forth in
           paragraphs 8 through [55] of [the Defendants']
           Preliminary Objections to Class Action Complaint filed on
           January 25, 2012.

        Trial Court Order, 5/10/12[, at 1].   .   .   .




        In paragraphs eight through [55] of their preliminary
        objections, [the Defendants] presented the following
        arguments in support of their request for a demurrer to
        [Cardinale and Hugney's] complaint.

        According to [the Defendants], the parties never entered
        into a binding lease/contract. In support of this position,
        [the Defendants] noted that, in addition to signing the "Oil
        and Gas Leases," [the Cardinale and Hugney Plaintiffs
        signed "Orders for Payment." [The Defendants] highlighted
        the following language from the "Orders for Payment:"




3As a shorthand, we will refer to Cardinale, Hugney, and the proposed
members of the class Cardinale and Hugney wished to represent as "the
Cardinale and Hugney Plaintiffs."


                                    - 10 -
J-A16018-16


          Lessee[,   i.e., R.E. Gas,] shall, subject to its
          iLidection, approval of the surface, geology and
          title, make payment to Lessor[, i.e., the Cardinale and
          Hugney Plaintiffs] as indicated herein by check within 60
          days of Lessee's receipt of this Order For Payment and
          the executed Oil and Gas Lease associated herewith.

       [Order for Payment, 8/6/08, at 1 (emphasis added)]. [The
       Defendants] also pointed out that the "Orders for Payment"
       state, "This Order for Payment expires one year from date
       of issuance, unless paid sooner, terminated or replaced by
       Lessee." Id.

       The thrust of [the Defendants'] argument was as follows:

          .   .   .                               [the Cardinale and
                      R.E. Gas did not make offers to
          Hugney Plaintiffs] to enter into contracts that include the
          Bonus Payments because the Orders for Payment: (i)
          gave R.E. Gas an unlimited right to terminate the Orders
          of Payment and, therefore, decide later the nature and
          extent of its performance, and (ii) required a further
          manifestation of assent by R.E. Gas.

          As a result, the provision of the Proposed Leases and the
          Orders for Payment was merely an invitation to bargain
          on the part of R.E. Gas.        Then [the Cardinale and
          Hugney Plaintiffs], by signing and returning the
          Proposed Leases and Orders for Payment, made offers
          to R.E. Gas to enter into the Proposed Leases and
          Orders for Payment under the terms and conditions
          contained in those documents.

          However, R.E. Gas explicitly rejected [the Cardinale and
          Hugney Plaintiffs'] offers in Rejection Letters.

          As a result, because R.E. Gas rejected [the Cardinale
          and Hugney Plaintiffs'] offers, no contracts that include
          Bonus Payments were ever formed.     Therefore, the
          [c]ourt should  dismiss Count I of the Complaint as
                                .   .   .


          legally insufficient.

       [The    Defendants' Preliminary Objections,     1/24/12,]
       VI] 48-51 (citations omitted). In paragraphs [52] through
       [55] of their preliminary objections, [the Defendants]
J-A16018-16


         argued that, because no contracts were ever formed by [the
         Cardinale and Hugney Plaintiffs] and R.E. Gas, counts two
         and three of the complaint also are legally insufficient and
         should be dismissed.
Cardinale v. R.E. Gas Dey., LLC, 74 A.3d 136, 138 -139           (Pa. Super. 2013).

      As noted, on May 10, 2012, the trial court sustained the Defendants'

preliminary objections and dismissed the Cardinale and Hugney Complaint.

Cardinale and Hugney filed        a   timely notice of appeal and this Court vacated

the trial court's order in   a   published opinion. Within this Court's opinion, we

held that the trial court erred when it concluded that "the parties never

entered into contracts /leases."       Id. at   140.

      At the outset, the Cardinale Court held that the following clause in

the Oil and Gas Lease "places an unconditional duty upon R.E. Gas to pay

[Hugney] the bonus payment:"

         3. Within  sixty (60) days from the date of execution of this
         lease, Lessee agrees to pay to the Lessor the sum of
         [$71,925.00] as full and complete bonus payment for this
         lease for the entire primary term of this lease. This is a
         paid -up lease and no delay rentals shall be due. The bonus
         paid hereunder is consideration for this lease and shall not
         be allocated as mere rental for a period.

Oil and Gas Lease between Hugney and R.E. Gas,             8/6/08, at 1 -4; see also
Cardinale, 74 A.3d at 140.4


4 Within the Cardinale opinion, this Court directly quoted excerpts from
Lucinda Cardinale's contracts and documents. However, we noted:

         [t]he Hugney/R.E. Gas documents are identical to the
         Cardinale/R.E. Gas documents with respect to the questions
         that this Court must address to dispose of on this appeal.
(Footnote Continued Next Page)


                                           - 12 -
J-A16018-16



        The Cardinale Court then held:        "the language utilized    in the lease

agreement documents strongly indicates that the parties manifested an

intent to be bound by the terms of the documents[;] that the terms of the

documents were sufficiently definite[, and,] that consideration existed."

Cardinale, 74 A.3d at 141. Further, we held that "[n]o language contained
in   the 'Order for Payment' alter[ed] [our] conclusion" that      a   valid contract

between Hugney and R.E. Gas existed.          Id.   First, we cited to the following

language in the Order for Payment:

          Lessee[, i.e., R.E. Gas,] shall, subject to its inspection,
          approval of the surface, geology and title, make payment to
          Lessor[, i.e. Hugney,] as indicated herein by check within
          60 banking days of Lessee's receipt of this Order For
          Payment and the executed Oil and Gas Lease associated
          herewith.
Hugney's Order for Payment, 8/6/08, at 1; see also Cardinale, 74 A.3d at

141.


(Footnote Continued)

          Thus, our analysis of, and holding upon, the Cardinale/R.E.
          Gas documents applies with equal force to the Hugney /R.E.
          Gas documents.

Cardinale, 74 A.3d at 140 n.1.
In the case at bar, we have quoted the relevant portions of Hugney's
documents with R.E. Gas. Further, "[t]he Hugney/R.E. Gas documents are
identical to the Cardinale/R.E. Gas documents with respect to the questions
that this Court must address to dispose of on this appeal." See id. As such,
when quoting and analyzing this Court's prior opinion in Cardinale, we will
utilize the language contained in Hugney's documents as opposed to the
language contained in Cardinale's documents.


                                     - 13 -
J-A16018-16



         On appeal in    Cardinale, the Defendants claimed that the above
language "created    a   condition precedent to the formation of an agreement."

Cardinale, 74 A.3d at 141. We disagreed with the Defendants and held:

           The conditional language in the "Order for Payment" does
           not directly relate to the existence of an agreement
           between R.E. Gas and [Hugney].       Rather, the language
           deals with R.E. Gas's duty of performance. R.E. Gas is
           required to perform by paying [Hugney] as indicated in the
           "Order for Payment," subject to the conditions stated
           therein.   Consequently, this provision in the "Order for
           Payment" does not render the parties' lease agreements
           invalid.
Id. at   141 -142.

         Next, the Cardinale Court interpreted the language in the Order for

Payment, which declared:       "This Order for Payment expires one year from

date of issuance, unless paid sooner, terminated or replaced by Lessee."

Hugney's Order for Payment, 8/6/08, at 1; see also Cardinale, 74 A.3d at

142.     On appeal, the Defendants argued       that this language gave R.E. Gas

"the discretion to terminate the leases at will." Cardinale, 74 A.3d at 142.
We held that the Defendants were incorrect:

           This statement, at best, allows R.E. Gas to terminate the
           "Order for Payment." This statement does not allow R.E.
           Gas to terminate the parties' lease agreement or even R.E.
           Gas's duty to perform under the lease agreement.
           Moreover, there is nothing of record that suggests that R.E.
           Gas sought to terminate the "Order for Payment."

Id.
         On June 19, 2013, we vacated the       trial court's order and remanded

the case for further proceedings.

                                       - 14 -
J-A16018-16



        While the Cardinale and Hugney appeal was pending before this Court,

a   substantially similar class action complaint was filed in the trial court, at

docket number 2012 -1099 -CD, by "Mary         R.   Billotte, on behalf of herself and

on behalf of all those similarly situated."         Billotte Complaint, 7/18/12, at

1   -16 and Attachments.    The Billotte Complaint is, in all relevant respects,

identical to the Cardinale and       Hugney Complaint and the documents

attached to the Billotte Complaint are "identical or substantially identical in

all material respects [to Cardinale and Hugney's documents,] except for

references to the identity of the lessor, the description of the leased

premises and the amount of the prepaid rental or bonus that was to be

paid." See Cardinale and Hugney Complaint, 10/25/11, at              ¶   15; see also

Billotte Complaint, 7/18/12, at   1 -16   and Attachments.      Further, as was true

with Cardinale and Hugney, Billotte sought to represent the following class:

          All persons who signed an oil and gas lease in 2008 with
          R.E. Gas Development, LLC, related to property located in
          Clearfield   County,    Pennsylvania, or     elsewhere   in
          Pennsylvania for which Western Land Services, Inc., acted
          as agent for or represented R.E. Gas Development, LLC, and
          for which R.E. Gas Development, LLC, did not pay amounts
          specified by the oil and gas leases or orders for payment,
          including the applicable pre -paid rental or "bonus"
          payments.
Billotte Complaint, 7/18/12, at   ¶ 35.

        On October 1, 2014, the   trial court entered an order declaring that the

Billotte Case and the Cardinale and Hugney Case were "consolidated for all

purposes." Trial Court Order, 10/1/14, at      1.




                                      - 15 -
J-A16018-16



       On     February 5, 2015, counsel for Appellants filed                  a   "Motion to

Substitute Class Representatives" at both docket numbers.                         The motion

sought to "substitute class members Robert              L.   Henry and Elaine M. Henry

[(hereinafter, collectively "the Henrys ")] as representative plaintiffs                in place

of Lucinda Cardinale."         Appellants' Motion to Substitute, 2/5/15, at                   1.

Further, within the motion, Appellants averred that the Henrys are class

members and that Appellants sought to substitute the Henrys for Lucinda

Cardinale because "Ms. Cardinale entered into            a    plea agreement on January

22, 2015, in     a   criminal matter."   Id. at    2.   Appellants further averred that

Mary   R.    Billotte passed away on January 24, 2015 and that "counsel will

consult with Ms. Billotte's personal representative about             a   substitution under

Pa.R.Civ.P. 2351 et seq. after the personal representative is appointed."                   Id.
at 2 n.1.      The trial court, however, never ruled on Appellants' "Motion to

Substitute Class Representatives" and Ms. Cardinale and Ms. Billotte remain

as designated plaintiffs in the cases.

       On March 6, 2015, Appellants filed a Motion                for Class Certification at

both docket numbers.5 Within the motion, Appellants sought certification for

the following class:

            All persons who signed an oil and gas lease in 2008 with
            R.E. Gas Development, LLC, related to property located in
            Clearfield    County,    Pennsylvania,           or    elsewhere       in



5 For purposes of brevity, we will refer to the two identical motions as                      a
singular "motion."


                                          - 16 -
J-A16018-16


              Pennsylvania (other than persons who signed a top lease)
              for which Western Land Services, Inc., acted as agent for or
              represented R.E. Gas Development, LLC, and for which R.E.
              Gas Development, LLC, did not pay amounts specified by
              the oil and gas leases or orders for payment, including the
              applicable pre -paid rental or "bonus" payments.
Appellants' Motion for Class Certification, 3/6/15, at 1 -2.

        Appellants claimed that all requirements for class certification were

present        because:       1)   "there are    112        leases   in   dispute,   affecting

approximately 148 different individual landowners" (therefore, "the class                   is

so numerous        that joinder of all members       is   impracticable "); 2) R.E. Gas used

standard form leases and other documents for all members of the class, the

terms of the documents are materially identical, and the breach in every

case was essentially identical (therefore, "there are questions of law or fact

common to the class "); 3) the representative plaintiffs' claims are typical of

the claims of the class; 4) the representative plaintiffs "will fairly and

adequately assert and protect the interests of the class;" and, 5) "this class

action provides      a   fair and efficient method for adjudicating the controversy."

Appellants' Motion for Class Certification, 3/6/15, at 1 -34.

        The Defendants filed       a   response in opposition to the motion for class

certification and argued that the trial court should deny Appellants' motion

because individual          questions of fact and law predominate across the

proposed class and because the claims of the representative parties are not

typical of the claims of the class. See The Defendants' Response, 4/20/15,

at   1 -54.    With respect to the Defendants' claim that individual questions of

law and fact predominated across the proposed class, the Defendants first

                                            - 17 -
J-A16018-16



argued that, under the lease documents, "R.E. Gas had the right to condition

its payment of prepaid rent on [R.E. Gas'] inspection under the lease and

approval of the surface, geology and title to      a   parcel." Id. at 17 (internal

emphasis omitted); see also Cardinale and Hugney Complaint, 10/25/11, at

¶ 51   (averring: "[R.E. Gas'] obligations under the Oil and Gas Leases were

unconditional except that R.E. Gas had the right to condition its payment of

prepaid rent on [R.E. Gas'] inspection under the lease and approval of the

surface, geology and title to   a   parcel. [R.E. Gas], however, did not invoke or

rely upon any such rights "). Therefore, the Defendants claimed,          "[i]n order
to determine whether the conditions precedent were satisfied [for R.E. Gas

to pay the landowners the bonuses,] each proposed lease, as well as the

conditions and circumstances surrounding it, must be individually analyzed

to determine whether R.E. Gas approved the surface, geology, and title of

each proposed lease and, therefore, whether each putative class member is

entitled to the bonus payment." The Defendants' Response, 4/20/15, at 18

(some internal capitalization omitted).

       Second,   the   Defendants       claimed,   "the   evidence   in   this   case

demonstrates that R.E. Gas reviewed each proposed lease individually to

decide whether to approve the surface, geology, and title and, therefore,

establishes that individual questions predominate."            Id. (some internal
capitalization omitted).   With respect to this claim, the Defendants cited to

record exhibits, which declared that some leases were rejected because R.E.

Gas did    not approve an individual's purported title to the oil and gas

                                         - 18 -
J-A16018-16



interests, some leases were rejected because R.E. Gas did not approve the

geology of the land, and some leases were rejected because R.E. Gas did not

approve the surface of the property.     Id.     at 19 -26.

      Further, the Defendants claimed that any argument that they "waived"

or were estopped from relying upon the conditions precedent contained in

the lease documents supported denying class certification, as waiver and

estoppel inquiries are individual and fact -intensive.          Id.   at 29 -30.

      Finally, the Defendants claimed that the representative plaintiffs'

claims were not typical of the putative class members.                  As the Defendants

argued, "R.E. Gas rejected the proposed leases of [representative plaintiffs]

Lucinda Cardinale and Iola Hugney because they both had significant title

issues associated with their proposed leases."           Id.   at 37 n.24.

      On June 19, 2015, the      trial court held    a   hearing on Appellants' motion

for class certification.    During the hearing, the parties introduced, and the

trial court accepted, certain documentary evidence and the parties then

orally argued their respective positions. See N.T. Hearing, 6/19/15, at 10-

11.   As is relevant to the current appeal, during the hearing, Appellants

introduced evidence demonstrating that the proposed class consisted of 112

leases. The evidence further demonstrated that, when calculated in calendar

days from the date the leases were signed                      until the date R.E.   Gas

purportedly "rejected" the leases: R.E. Gas rejected 109 of the 112 leases

(or, 97.3% of the leases) in an untimely manner; R.E. Gas rejected one of

the 112 leases     in a    timely manner, and there was no record evidence to

                                        - 19 -
J-A16018-16



demonstrate when R.E. Gas rejected two of the 112 leases. See Plaintiffs'

Exhibit 8, 6/19/15, at "Exhibit 67, Exhibit A." Moreover, when calculated in

"banking days" from the date the leases were signed until the date R.E. Gas

purportedly "rejected" the leases:    R.E. Gas rejected 97            of the 112      leases

(or, 86.6% of the leases) in an untimely manner; R.E. Gas rejected 13 of

the 112 leases     in a   timely manner, and there was no record evidence to
demonstrate when R.E. Gas rejected two of the 112 leases. Id.

      On July 8, 2015, the     trial court entered an order denying Appellants'

motion for class certification.   Trial Court Order, 7/8/15, at 1.                Within the

trial court's accompanying opinion, the trial court analyzed the case only

insofar as was necessary to support its conclusion that, with respect to the

breach of contract claim, Appellants failed to establish that "common

questions of law or fact predominate over any question affecting only

individual members."       See Trial Court Opinion, 7/8/15, at              1   -8; see also

Pa.R.C.P. 1702(5) and Pa.R.C.P. 1708(a)(1);           but see   Pa.R.C.P. 1710         ("Mn
certifying, refusing to certify or revoking    a   certification of   a   class action,   the
court shall set forth in an opinion accompanying the order the
reasons for its decision on the matters specified in Rules 1702, 1708
and   1709,      including findings of fact, conclusions of law and
appropriate discussion ") (emphasis added). The trial court reasoned that
individual questions of law and fact predominated in the breach of contract

claim because:



                                      - 20 -
J-A16018-16


         To fully resolve the case, the finder of fact would have to
         analyze each individual property and the circumstances
         surrounding the Defendants' refusal to pay the bonus to
         determine if the Defendants breached each contract, or if
         the Defendants simply did not approve of the surface, title,
         or geology of each parcel of land according to the Order for
         Payment. A separate factual determination would have to
         be made for each lease which necessarily means that
         individual factual questions predominate. In this manner,
         proof as to one claimant would not necessarily be proof as
         to any other claimant, much less proof as to all other
         claimants. Therefore, the case is not proper for class
         certification...   .




Trial Court Opinion, 7/8/15, at 8 (internal emphasis omitted).

       Appellants6 filed    a   timely notice of appeal at both docket numbers.

See Kern v. Lehigh Valley Hosp., Inc., 108 A.3d 1281, 1283 n.2 (Pa.


6 Appellants at both docket numbers include Robert L. Henry and Elaine M.
Henry, who are two nonnamed members of the class described in the
complaints. Nevertheless, as the Pennsylvania Supreme Court has held,
nonnamed class members are parties to the action upon the filing of the
class action complaint. According to the Supreme Court:

         When an action is instituted by a named individual on behalf
         of himself and a class, the members of the class are more
         properly characterized as parties to the action.            A
         subsequent order of a trial court allowing an action to
         proceed as a class action is not a joinder of the parties not
         yet in the action. The class is in the action until properly
         excluded.

Bell v. Beneficial Consumer Discount Co., 348 A.2d 734, 736 (Pa.
1975); see also Alessandro v. State Farm Mut. Auto. Ins. Co., 409 A.2d
347, 350 n.9 (Pa. 1979) ( "[u]nlike a case where parties are joined, all
members of a class action are 'parties pi.ntif' upon the filing of the
                                          -
                            -dant successfullyy mo,,,es for decertification, the
complaint. When the cdefendant
decertified parties are 'put out of court' as to the class :action "); Prince
George Ctr., Inc. v. U.S. Gypsum Co., 704 A.2d 141, 145 (Pa. Super.
1997) ("Mn Pennsylvania all class members are plaintiffs in the action upon
(Footnote Continued Next Page)


                                         - 21 -
J-A16018-16



Super. 2015) ( "an order refusing to certify                    a   class is an appealable collateral

order ");   see   also   Pa.R.A.P.    313;             see            also   McGrogan                   v.   First
Commonwealth Bank, 74 A.3d 1063, 1076                                 and 1079 (Pa. Super. 2013)

( "an   order denying class certification                  is       usually appealable under the

collateral order doctrine because      .       .           the order is separable from and

collateral to the cause of action for liability, as the class certification issue is

not concerned with the underlying merits of the action.                          .   .       .       [Further, the


(Footnote Continued)

the filing of the complaint "); but see Devlin v. Scardelletti, 536 U.S. 1, 16
(2005) (Scalia, J., dissenting) ( "[n]ot even petitioner              is willing to
                                                                                 .       .       .


advance the     novel and surely erroneous argument that a         nonnamed     class
member is a party to the class- action litigation before the class is certified ")
(emphasis omitted); Smith v. Bayer Corp., 564 U.S. 299, 313 (2011)
( "[i]n general, a 'party' to litigation is one by or against whom a lawsuit is
brought, or one who becomes a party by intervention, substitution, or
third -party practice. And [the United States Supreme Court has] further
held that an unnamed member of a certified class may be considered a
'party' for the particular purpose of appealing an adverse judgment. But as
the dissent in Devlin noted, no one in that case was willing to advance the
novel and surely erroneous argument that a nonnamed class member is a
party to the class- action litigation before the class is certified. Still less does
that argument make sense once certification is denied ") (internal citations,
corrections, and emphasis omitted) (some internal quotations omitted).

The Pennsylvania Supreme Court precedent, which defines nonnamed "class
members" as "parties" to a class action even prior to class certification,
binds us and, since the Defendants do not contest the Henrys' standing to
appeal the orders denying class certification, we conclude that both appeals
are properly before this Court. See Pa.R.A.P. 501 ( "any party who is
aggrieved by an appealable order           .may appeal therefrom "); In re
                                                   .   .


Nomination Petition of de Young, 903 A.2d 1164, 1168 (Pa. 2006) ( "[the
Pennsylvania Supreme Court] has consistently held that a court is prohibited
from raising the issue of standing sua sponte ").



                                       - 22 -
J-A16018-16



order usually] involves      a   right too important to be denied review [and]

presents    a   question that, if review   is   postponed until final judgment in the

case, the claim will be irreparably lost ") (internal quotations, citations, and

corrections omitted).       Appellants now raise the following claims to this

Court:7

           [1.] Can individual questions predominate over common
           questions for class certification purposes where, for the vast
           majority of class members, [the Defendants] did not timely
           invoke any right to cancel the oil and gas lease based on
           defects in surface, geology or title of the land, thereby
           making [the Defendants'] obligation to pay absolute and
           any evidence of defects inadmissible?

           [2.]   Do common questions predominate over individual
           questions where [the Defendants] presented evidence from
           which a jury could conclude that [the Defendants] rejected
           leases not on the basis of any contractual right but because
           [the Defendants] decided to change their business strategy
           and cut their leasing budget?

           [3.] Did this Court's earlier decision in Cardinale v. R.E.
           Gas Development, LLC, 74 A.3d 136 (Pa. Super. 2013),
           that the parties' oil and gas leases manifested an intention
           to form contracts and that the "subject to" language in the
           Order for Payment was not a condition to contract formation
           preclude the trial court from holding that the "subject to"
           language was a condition to contract formation?

          [4.] Did [the Defendants] "thoroughly rebut" Appellants'
          prima facie case for class certification where (a) [the
           Defendants] did not invoke any contractual right to cancel
           the oil and gas leases within the time permitted in the lease
           documents and (b) [the Defendants] could identify no



7   For ease of discussion, we have renumbered Appellants' claims on appeal.



                                           - 23 -
J-A16018-16


         defect in surface, geology or title in rejecting the vast
         majority of the leases?

         [5.] Where   no individual questions existed  for 89 of the 112
         leases because [the Defendants] could identify no defect in
         surface, geology or title in rejecting those leases and all
         other class certification standards were satisfied, should the
         trial court have certified a class at least as to the lessors of
         those 89 leases?
Appellants' Brief at 4.

      We have stated:

        The lower court's determination regarding class certification
        is a mixed finding of law and fact entitled to appropriate
        deference upon appeal.        .   Trial courts are vested with
                                          .    .


        broad discretion in determining definition of the class as
        based on commonality of the issues and the propriety of
        maintaining the action on behalf of the class. Accordingly,
        the lower court's order granting or denying class
        certification will not be disturbed on appeal unless the court
        neglected to consider the requirements of the rules or
        abused its discretion in applying them.
Nye v. Erie Ins. Exch., 503 A.2d 954, 956 (Pa. Super. 1986) (internal
quotations and citations omitted). "An abuse of discretion may not be found

merely because      an    appellate court              might have   reached   a   different

conclusion." Ball v. Bayard Pump & Tank Co., 67 A.3d 759, 767 (Pa.

2013) (internal quotations and citations omitted).              Instead, "[a]n abuse of

discretion occurs only where the trial court has reached               a   conclusion that

overrides or misapplies the law, or when the judgment exercised                          is

manifestly unreasonable, or    is   the result of partiality, prejudice, bias or ill -

will." Id.




                                              - 24 -
J-A16018-16



      First, Appellants claim that the trial court erred in denying their Motion

for Class Certification. According to Appellants, the trial court erred when it

concluded   that class certification was inappropriate because common
questions of law or fact did not predominate over individual questions. As

Appellants argue, their class action revolves around the claim that the

Defendants "did not timely invoke" their right to cancel the standard -form oil

and gas leases.     As such, Appellants claim, the Defendants' contractual

obligation to pay the stated bonuses in the leases became "absolute" at the

conclusion of the relevant time period and, thus, common questions of law

and fact predominate in this class.     We agree and thus vacate the trial

court's order.

      The Pennsylvania Supreme Court has explained:

         For the trial court, the question of whether a class should be
        certified entails a preliminary inquiry into the allegations of
        the putative class and its representative, whose purpose is
        to establish the identities of the parties to the class action.
        Pa.R.C.P. 1707 cmt. (certification process "is designed to
        decide who shall be the parties to the action and nothing
        more "). As a practical matter, the trial court will decide
        whether certification is proper based on the parties'
        allegations in the complaint and answer, on depositions or
        admissions supporting these allegations, and any testimony
        offered at the class certification hearing. The court may
        review the substantive elements of the case only to envision
        the form that a trial on those issues would take.... Debbs
        v. Chrysler Corp., 810 A.2d 137, 154 (Pa. Super. 2002)
        (perceived adequacy of underlying merits of a claim should
        not factor into certification decision). Any consideration of
        merits issues at the class certification stage pertains only to
        that stage; the ultimate factfinder, whether judge or jury,
        must still reach its own determination on these issues at the
        liability stage.    Even if the class is certified, before a

                                     - 25 -
J-A16018-16


        decision on the merits, the certification order may be
        revoked, altered or amended by the court on its own motion
        or on the motion of any party.

        Pursuant to Pennsylvania's civil procedure rules, the trial
        court may allow a representative to sue on behalf of a class
        if, the class is numerous ("numerosity"); there are
        questions of law or fact common to the class
        ("commonality"); the claims of the representative are
        typical of the class ("typicality"); the representative will
        fairly and adequately protect the interests of the class
        ("adequate representation"); and a class action is a fair and
        efficient method for adjudicating the parties' controversy,
        under criteria set forth in Rule 1708.         Pa.R.C.P. 1702.
        Among the Rule 1708 criteria for determining whether the
        class action is a fair and efficient method of adjudication is
        "whether [the] common questions of law or fact
        predominate over any question affecting only individual
        members" ("predominance").          Pa.R.C.P. 1708(a)(1) (also
        listing six factors in addition to predominance). The class "is
        in the action until properly excluded" by, e.g., an order of
        court refusing certification or an order de-certifying the
        class. Pa.R.C.P. 1701(a) & cmt.; B3II, 348 A.2d at 736
        (same).

        During certification proceedings, the proponent of the class
        bears the burden to establish that the Rule 1702
        prerequisites were met. The burden is not heavy at the
        preliminary stage of the case. Indeed, evidence supporting
        a prima facie case will suffice unless the class opponent
        comes forward with contrary evidence; if there is an actual
        conflict on an essential fact, the proponent bears the risk of
        non-persuasion. It is essential that the proponent of the
        class establish requisite underlying facts sufficient to
        persuade the court that the Rule 1702 prerequisites were
        met.
Samuel-Bassett    v. Kia   Motors Am., Inc., 34 A.3d   1, 16 (Pa.   2011) (some

internal citations and quotations omitted).

      In this case, the trial court concluded that class certification was

inappropriate solely because common questions of law or fact did not

                                    - 26 -
J-A16018-16



predominate over individual questions with respect to the breach of contract

claim.   As the Supreme Court of Pennsylvania did in          Samuel-Bassett, we
will "address [the] commonality and predominance" requirements together.

Samuel-Bassett,       34   A.3d    at     22;    see   also    Pa.R.C.P.    1702(2)

(commonality); Pa.R.C.P. 1708(a)(1) (predominance).              According to the

Samuel-Bassett Court:

         To   establish the commonality requirement, [the class
         proponent] had to identify common questions of law and
         fact - a common source of liability. Simply contending that
         all putative members of a class have a complaint is not
         sufficient if the complaints are disparate personal
         allegations arising from different circumstances and
         requiring different evidence, i.e., one requiring less, the
         other requiring more, the one not indicative of the merits,
         the other appearing to approach the merits of individual
         cases.    Commonality may not be established if various
         intervening and possibly superseding causes of damage
         exist. The critical inquiry for the certifying court is whether
         the material facts and issues of law are substantially the
         same for all class members. The court should be able to
         envision that the common issues could be tried such that
         proof as to one claimant would be proof as to all members
         of the class.

         [The class proponent is] not required to prove that the
         claims of all class members [are] identical; the existence of
         distinguishing individual facts is not "fatal" to certification.
         The common questions of fact and law merely must
         predominate over individual questions.               Pa.R.C.P.
         1708(a)(1). The standard for showing predominance is
         more demanding than that for showing commonality, but is
         not so strict as to vitiate Pennsylvania's policy favoring
         certification of class actions.

         The predominance inquiry tests whether proposed classes
         are sufficiently cohesive to warrant adjudication by
         representation. Thus, a class consisting of members for

                                        - 27 -
J-A16018-16


        whom most essential elements of its cause or causes of
        action may be proven through simultaneous class -wide
        evidence is better suited for class treatment than one
        consisting of individuals for whom resolution of such
        elements does not advance the interests of the entire class.
        See [Liss & Marion, P.C. v. Recordex Acquisition Corp.,
        983 A.2d 652, 666 (Pa. 2009)] ( "[c]lass members may
        assert a single common complaint even if they have not all
        suffered actual injury; demonstrating that all class members
        are subject to the same harm will suffice "); Delaware
        County v. Mellon Fin. Corp., 914 A.2d 469, 475 (Pa.
        Cmwlth. 2007) (existence of separate questions "essential"
        to individual claims does not foreclose class certification);
        Cook v. Highland Water & Sewer Auth., 530 A.2d 499,
        505 (Pa. Cmwlth. 1987) ( "[w]here a common source of
        liability can be clearly identified, varying amounts of
        damage among the plaintiffs will not preclude class
        certification.     However, where there exist various
        intervening and possibly superseding causes of the damage,
        liability cannot be determined on a class -wide basis. ").
Sar.;ul- Bassett,   34 A.3d at 22 -23 (some internal quotations, citations,

corrections, and internal parentheticals omitted) (emphasis in original).

      According to the trial court,   "[t]o fully resolve the   case, the finder of

fact would have to analyze each individual property and the circumstances

surrounding the Defendants' refusal to pay the bonus to determine if the

Defendants breached each contract, or if the Defendants simply did not

approve of the surface, title, or geology of each parcel of land according to

the Order for Payment." Trial Court Opinion, 7/8/15, at 8. Respectfully, we

conclude that the trial court's holding and reasoning are in error.

      We have jurisdiction over this appeal by way of the collateral order

doctrine. As such, this Court may not consider the merits of the claims or

interpret the relevant contractual language contained           in   the documents.


                                      - 28 -
J-A16018-16



See Jacksonian v. Temple Univ. Health Sys. Found., 862 A.2d 1275,

1279 (Pa. Super. 2004) ("for                 a    claim arising from   a       non-final order to be

separable and collateral, the nature of the issue reviewed must be such that

it can be addressed without the need to analyze the central issue of the

case.       An order is not separable if the matter being reviewed has the

potential to resolve an issue in the case") (internal quotations and citations

omitted). Nevertheless, we note that, during the class certification hearing,

Appellants presented evidence which, they claim, show that: every member

of the class entered into         a   standard-form oil and gas lease with R.E. Gas (or

R.E. Gas' alleged agent and landman, Western Land Services,                            Inc.); under
the terms of each lease, R.E. Gas was obligated to pay each member of the

class   a   stated "bonus" following the expiration of                     a    certain time period

(usually 60 days) from the "execution of" the lease; under the terms of the

lease and the Order for Payment, during the (normally) 60-day time period,

R.E.    Gas    had   a       right to    reject the lease based upon                   a   good-faith

determination that the title was uncertain or that the surface or geology was

inappropriate; in all but three cases, R.E. Gas failed to reject the lease within

the contractual time-frame; and, R.E. Gas' decision to reject each lease was

based upon the Defendants' determination that they needed to cut costs,

rather than upon         a   good faith determination that title, surface, or geology

was inappropriate.

        The Defendants contest           a       number of Appellants' arguments. However,

the Defendants' arguments do not change the fact that Appellants' primary

                                                    - 29 -
J-A16018-16



class action claim for breach of contract revolves around the claim that R.E.

Gas    failed to pay the class members the stated "bonus" within the
specified time period and failed to reject the parties' agreements
within the allowable deadline.         Under Appellants' interpretation of the

lease documents, it matters not whether the Defendants' eventually- stated

reason for "rejecting" the lease was based upon title, surface, or geology,

when the rejection was untimely. This      is   because, Appellants claim, under

the plain terms of the contractual documents, R.E. Gas' obligation to pay the

"bonus" became absolute upon the expiration of the contractually- stated

time period.       Further, during the class certification hearing, Appellants

presented evidence tending to show that R.E. Gas rejected 97% of the

entire, 112 - lease- proposed -class in an untimely manner.      As such, under

Appellants' theory of the case, for the vast majority of the proposed class,

the fact -finder will not have to consider whether the title, surface, or geology

was inappropriate for R.E. Gas, as R.E. Gas' duty to pay the bonus became

"absolute" upon the expiration of the stated time -period.

        Again, this Court may not consider the merits of Appellants' claims.

However, we note that the fundamental questions in this case are common

to all class members, including:     whether    a   contract was formed between

R.E. Gas and the class members; at       what point was the contract between

R.E.   Gas   and   the class   members "executed;" under the contractual

documents, when did the time begin to run regarding R.E. Gas' obligation to

pay the "bonus" to each class member; was R.E. Gas' obligation to pay the

                                      - 30 -
J-A16018-16



bonus to each class member contingent upon its approval of title, surface,

and geology; did R.E. Gas' obligation to pay the bonus to each class member

become absolute at the expiration of the stated time, notwithstanding R.E.

Gas' failure to inspect the title and property; and, whether the time for

paying the stated bonus to each class member is to be calculated in

"calendar days" or "banking days." As Chief Judge Joy Flowers Conti noted

in a   closely analogous case:

            Resolution of the foregoing questions will depend on an
            interpretation of certain key provisions in the form
           documents that are materially uniform and applicable to all
           transactions. The court will have to determine, in the first
            instance, whether the contractual provisions at issue are
           ambiguous in their meaning and, if so, what the legal
           consequences are.     .   . [T]he determination of whether
                                         .


           contractual language is ambiguous is a question of law for
           the court. If the agreements are found to be unambiguous,
           the court can declare their meaning as a matter of law.
            Moreover, if the court adopts plaintiffs' proposed
           construction of the agreement, plaintiffs will be able to
           establish liability on a classwide basis by virtue of
            nonpayment alone.     Thus, plaintiffs' breach of contract
           theory can potentially be resolved by reference to, and
            interpretation of, common form documents. At the very
            least, common, classwide issues are present, the resolution
           of which will drive this litigation forward, toward either
           judgment or a possible settlement.
Walney     v.   SWEPI   LP, 2015     WL      5333541, at *13 (W.D. Pa. 2015) (internal

citations omitted).

        Since the trial court's sole stated reason for denying class certification

is   erroneous, we conclude that the trial court abused its discretion in denying

Appellants' Motion for Class Certification.                We thus vacate the trial court's



                                              -   31   -
J-A16018-16



order and remand so that the trial court may utilize its discretion and

determine whether class certification         is   proper in this case, including

whether the class definition   is   overly broad insofar as it may include

individuals whose leases or orders for payment were rejected in          a   timely

fashion.8

      Orders vacated. Cases remanded. Jurisdiction relinquished.

Judgment Entered.




J:seph    Seletyn,
         D.
Prothonotary


Date: 1/17/2017




8
   We have determined that the trial court erred in denying Appellants'
motion for class certification and have vacated the trial court's order.
Therefore, we will not review the remainder of Appellants' claims on appeal.
To the extent Appellants claim that this Court should order that "all
requirements for class certification are satisfied," we refuse Appellants'
request, as the trial court failed to make the necessary "findings of fact,
conclusions of law, and appropriate discussion" that are required under Rule
1710. See Pa.R.C.P. 1710 ("Mn certifying, refusing to certify or revoking a
certification of a class action, the court shall set forth in an opinion
accompanying the order the reasons for its decision on the matters specified
in Rules 1702, 1708 and 1709, including findings of fact, conclusions of law
and appropriate discussion "). Therefore, this Court is not in a position to
hold that class certification is or is not proper in this case.




                                     - 32 -
