J-A16039-15


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

SAMUEL V. SANTUCCI AND                           IN THE SUPERIOR COURT OF
VINCENT SANTUCCI, JR.                                  PENNSYLVANIA


                       v.

DAVID SANTUCCI, VINCENT J.
SANTUCCI, SR., AND ELITE MUSHROOM
COMPANY

APPEAL OF: DAVID SANTUCCI
                                                     No. 3123 EDA 2014


              Appeal from the Judgment Entered October 14, 2014
                In the Court of Common Pleas of Chester County
                       Civil Division at No(s): 2011-02923


BEFORE: LAZARUS, J., OLSON, J., and PLATT, J.*

MEMORANDUM BY LAZARUS, J.:                          FILED AUGUST 12, 2015

        David Santucci appeals from the judgment entered in the Court of

Common Pleas of Chester County in favor of Vincent Santucci, Jr. and

Samuel Santucci, directing the recorder of deeds to accept for filing the

December 8, 2009 deed transferring to them Vincent Santucci, Sr.’s one-

third interest in a parcel of land. After our review, we affirm the judgment




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*
    Retired Senior Judge assigned to the Superior Court.
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and rely, in part, on the decision authored by the Honorable Howard F. Riley,

Jr.1

    Vincent, Jr. and Samuel commenced this action by filing a complaint on

March 18, 2011, seeking to quiet title and to eject Santucci, Sr. and David

from the property. The court held a non-jury trial on August 29-30, 2012,

and on June 16, 2014, Judge Riley issued a decision and order declaring that

Vincent, Jr. and Samuel were the sole owners of the property.

    The trial court set forth the facts of this case as follows:

          1.       Vincent J. Santucci, Sr. (hereinafter “Santucci, Sr.”) is
               an adult individual who resides in West Grove, Chester
               County, Pennsylvania and is the father of Vincent J.
               Santucci, Jr. and David Santucci.

          2.        Vincent J. Santucci, Jr. (hereinafter “Vincent, Jr.”) . . .
               is the son of Santucci, Sr.

          3.       David Santucci (hereinafter “David”) . . . is the son of
               Santucci, Sr.

          4.        Samuel V. Santucci (hereinafter “Samuel”) . . . is the
               son of Vincent, Jr. and the grandson of Santucci, Sr.

          5.        Elite Mushroom, Co., Inc. (hereinafter “Elite” or “the
               Company”) is a business corporation, authorized and
               existing pursuant to the laws of Pennsylvania.

          6.        Elite was for many years prior to 2009 in the business
               of growing and selling mushrooms.




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1
  The decision and order by the Honorable Howard F. Riley Jr., was adopted
as the Opinion of the Honorable Jacqueline C. Cody for purposes of this
appeal.



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       7.        Santucci, Sr. owned the controlling interest in Elite.
            Vincent, Jr. and David each owned a small minority
            interest in Elite.

       8.        On or about May 7, 2010, Vincent, Jr. and David
            transferred their shares of the Company to Santucci, Sr.
            and resigned their positions as officers and directors. At
            that time, Santucci, Sr. became the sole shareholder of the
            Company.

       9.        Elite operated from two locations, an 8.8 acre location
            in Avondale, Pennsylvania consisting of three contiguous
            parcels in New Garden Township, Chester County,
            Pennsylvania numbered 60-3-3, 60-3-17 and 60-3-18
            (hereinafter “Avondale” or “Avondale Property”), and a 40
            acre location in West Grove (hereinafter “West Grove”).

       10.     Avondale was owned by Santucci, Sr. prior to March
          19, 2009.

       11.      West Grove was owned by the Company until its sale
          in 2009 or 2010.

       12.      Both Vincent, Jr. and his brother, David, were
          employed in their family’s mushroom business and worked
          with their father for more than twenty-five years until July
          2008.

       13.      In July of 2008 David had a falling out with his
          father, Santucci, Sr., and was fired by him. (N.T. at 162)

       14.    After the departure of David, Vincent, Jr. and
          [Samuel] continued to work in the business.

       15.     On several occasions after the departure of David,
          Santucci, Sr. told Vincent, Jr. and [Samuel] that the
          Company would be theirs. (N.T. at 25)

       16.     On or about March 19, 2009, Santucci, Sr. executed
          a deed (hereinafter referred to as “March 19th deed”) to
          the Avondale premises conveying Avondale to Vincent, Jr.
          and Samuel.

       17.     On or about June 8, 2009, Vincent, Jr. and [Samuel]
          executed a deed (hereinafter referred to as “June 8 th
          deed”) conveying a one-third interest in Avondale back to
          Santucci, Sr.

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       18.     On or about December 8, 2009, Santucci, Sr.
          executed a deed (hereinafter referred to as “December 8th
          deed”) conveying his one-third interest in Avondale back to
          Vincent, Jr. and [Samuel].

       19.     On or about December 13, 2010, Santucci, Sr.
          executed a deed (hereinafter referred to as December 10,
          2010 deed”) attempting to convey a one-third interest in
          Avondale to David.

       20.       J.  Calvin   Williams,  Jr.   Esquire    (hereinafter
          “Williams”) is an attorney who at all times relevant hereto
          was a member of the Pennsylvania and Delaware Bars.

       21.      On or about February 12, 2009, Santucci, Sr. met
          with his attorney, Williams, and told him that he wanted to
          transfer the Avondale Property to Santucci, Jr. and
          Samuel.

       22.      The March 19th Deed was prepared by Williams.

       23.     On March 19, 2009, Santucci, Sr. met with Williams
          and executed the March 19th Deed.

       24.     Williams notarized Santucci, Sr.’s signature on the
          deed and had the deed recorded. (N.T. at 100).

       25.      There was nothing in Williams’ notes indicating that
          Santucci, Sr. asked Williams to record the March 19th deed.
          (N.T. at 109).

       26.      During a meeting on May 26, 2009, Williams
          received a letter from Santucci, Sr. in which he told
          Williams that he had heard that Vincent, Jr. and Samuel
          were trying to sell the family business. He said that he did
          this [conveyance] to continue the family business which
          had grown and sold mushrooms for almost one hundred
          years.

       27.       Two days later, on May 28, 2009, Williams sent a
          letter to Santucci, Sr. advising him of the “error in the
          March 19th deed” and suggesting that it resulted from an
          error while correcting the tax parcel numbers and that . . .
          fixing the deed will avoid a gift tax issue.

       28.      Williams admitted that there was no correction of the
          tax parcel numbers.

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       29.      In response to the letter, Santucci, Sr., Vincent, Jr.
          and Samuel met with Williams on June 8, 2009 and signed
          the June 8, 2009 deed (hereinafter the “June 8th Deed”).

       30.      Williams produced all of his office notes in connection
          with this case. They contain no notes for the meeting
          where Vincent, Jr. and Samuel met with Williams and the
          June 8th deed was executed.

       31.      Williams’ office notes do not contain any notes for
          the meeting at which Santucci, Sr. signed the December
          8th deed.

       32.      Williams did have the June 8th deed recorded in
          substantially the same manner as the March 19th deed.

       33.      During the time of the transactions, May through
          December 2009, Santucci, Sr.’s other children were
          putting pressure on their mother, Santucci, Sr.’s wife,
          regarding the deeding of the Avondale properties and
          other assets of Santucci, Sr..

       34.     During the time of the transactions, Mrs. Santucci
          was putting pressure on her husband regarding the
          Avondale Property and whom it should go to.

       35.      At one point during the time of the transactions Mrs.
          Santucci was hounding Santucci, Sr., regarding the distribution
          of the properties.

       36.     Although Santucci, Sr.’s mental faculties deteriorated
          somewhat in 2011 and 2012, he was coherent and knew
          what he was doing in 2009.

       37.     There was no reason to question Santucci, Sr.’s
          mental capacity when he signed the December 8th Deed.

       38.      At an October 14, 2009 meeting with Williams,
          Santucci, Sr. told Williams he wanted his name taken off
          the Avondale Deed.

       39.      At a November meeting with Williams, Santucci, Sr.
          told Williams to change the deed to just Vincent, Jr. and
          [Samuel]’s names.

       40.     After the December 8th Deed was signed, Williams
          paper-clipped a piece of paper to it on which he wrote,


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J-A16039-15


          “12/8, To be recorded, Chester County, West Chester.”
          “Need Realty Transfer Tx Statement of Value.”

       41.      Williams did not make any note about being asked to
          hold up on recording the December 8th Deed.

       42.       After signing the December 8th Deed, Santucci, Sr.
          left the original of the deed with Williams to be recorded.

       43.      During the second week of December, 2009
          Santucci, Sr. gave a copy of the December 8th Deed to
          Vincent, Jr. advising him that the tax issue had been
          resolved and the Avondale Property had been turned back
          to Vincent, Jr. and his son, [Samuel].

       44.     At a December 16 meeting with Williams, as far as
          Santucci, Sr. was concerned the Avondale Property was in
          Vincent, Jr. and [Samuel’s] names.

       45.     As far as Santucci, Sr. was concerned on December 16,
          2009, he had given the Avondale property to Vincent, Jr., and
          [Samuel].

       46.      The first mention of the December 8th Deed not
          being recorded by either Williams or Santucci, Sr. was
          generated by a telephone message from William H.
          Mitman, Esquire to Williams on March 10, 2010. That is
          when Williams wrote on a phone message from his
          secretary, “. . . deed prepared BUT not recorded per
          Santucci, Sr.’s request.”

       47.      Prior to December 27, 2010, Santucci, Sr. had no
          discussions with Williams about deeding any portion of the
          Avondale Property to David.

       48.       In 2010 at a date after February 23, and before the
          May 10, 2010 settlement of the litigation, Santucci, Sr.
          reviewed a civil complaint, verified on February 23, 2010,
          filed by Vincent, Jr. and [Samuel] against Santucci, Sr. et
          al.

       49.      In the right margin, beside paragraph 18(f) of the
          aforesaid complaint alleging that Santucci, Sr. exercised control
          of the corporation solely for the benefit of Santucci, Sr. and with
          the intent of freezing out Vincent, Jr., Santucci, Sr. wrote, “Not
          true. Gave him Avondale.”


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         50.     The four deeds at issue were all executed for
            nominal consideration. They were gifts among family
            members involving no consideration beyond the nominal
            fee.

Decision and Order, 6/16/14, at 1-9.

      David filed a motion for post-trial relief on June 26, 2014, which Judge

Cody denied on October 8, 2014.         Following the entry of judgment on

October 14, 2014, David filed a timely notice of appeal. In response to an

order from the trial court, David filed a statement of matters complained on

appeal pursuant to Pa.R.A.P. 1925(b). On November 15, 2014, Judge Cody

issued a one-paragraph opinion adopting Judge Riley’s decision and order.

      On appeal, David raises the following issues for our review:

      1. Did the trial court err in ruling as a matter of law that delivery
      of an executed deed to one’s own attorney, with no subsequent
      delivery to any third party, constitutes legal delivery sufficient to
      convey title as a gift to a family member?

      2. Did the trial court alternatively err in finding that Appellees
      had proved as a matter of fact that the deed signed by Vincent J.
      Santucci, Sr., had been delivered in a manner to effectuate a gift
      of real estate?

      3. Did the trial court err in failing to credit the testimony of
      Calvin Williams, Esquire, and supporting historical and
      documentary evidence that he was instructed not to record the
      executed deed?

      4. Did the trial court err in failing to adopt the uncontroverted
      evidence at trial that the alleged grantor continued to exert
      dominion and control over his share of the property throughout
      the year 2010 and until December 2010, when the pertinent
      interest in the property was conveyed by recorded deed to David
      Santucci?

Appellant’s Brief, at 5.



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J-A16039-15



      The key issue in this case is whether the December 8 th deed conveyed

Santucci, Sr.’s one-third interest in the Avondale property, to Vincent, Jr.

and Samuel. If it did, then Santucci, Sr. had nothing to convey to David and

the December 13, 2010 deed is a nullity.       The question surrounding the

December 8th deed is that it was never recorded and, David alleges, was

never delivered. The March 19th deed and the June 8th deed were recorded

and considered and treated by the parties as delivered. Trial Court Decision,

6/16/14 at 10.

      In reviewing an action to quiet title, an appellate court’s review is

limited to determining whether the findings of fact are supported by

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

whether there has been a manifest abuse of discretion.                Regions

Mortgage, Inc. v. Muthler, 889 A.2d 39, 41 (Pa. 2005). “Ordinarily, an

appellate court will not reverse a determination of the trial court in a quiet

title action absent an error of law or capricious disregard of the evidence.”

Birdsboro Municipal Authority v. Reading Company and Wilmington

& Northern Railroad, 758 A.2d 222, 225 (Pa. Super. 2000).

      The traditional rules of construction to determine [the] intention
      [of the parties with respect to the transfer of an interest in real
      property] involve the following principles. First, the nature and
      quantity of the interest conveyed must be ascertained from the
      deed itself and cannot be orally shown in the absence of fraud,
      accident or mistake. We seek to ascertain not what the parties
      may have intended by the language but what is the meaning of
      the words they used. Effect must be given to all the language of
      the instrument, and no part shall be rejected if it can be given a
      meaning. If a doubt arises concerning the interpretation of the


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J-A16039-15


      instrument, it will be resolved against the party who prepared it.
      To ascertain the intention of the parties, the language of a deed
      should be interpreted in the light of the subject matter, the
      apparent object or purpose of the parties and the conditions
      existing when it was executed.

Consolidation Coal Company v. White, 875 A.2d 318, 326-27 (Pa. Super.

2005).

      To have a valid gift inter vivos, two things must coincide: donative

intent on the part of the grantor when the deed was signed; and (2) delivery

of the deed to the grantee, either actual or constructive, which divested the

donor of all dominion over the property and invested such dominion with the

donee. Loutzenhiser v. Doddo, 260 A.2d 745, 747 (Pa. 1970).

      We have reviewed the transcripts, parties’ briefs, and relevant law and

we find that Judge Riley’s decision thoroughly and correctly disposes of

David Santucci’s first issue on appeal:

      The donative intent was established when on March 19, 2009,
      Santucci, Sr. executed the March 19th deed giving the Avondale
      Property to Vincent, Jr. and Samuel.     It was shown when
      Santucci, Sr., at the October 14, 2009 meeting, instructed
      Williams that he wanted his name removed from the June 8 th
      deed which had conveyed a one third interest back to him. N.T.
      at 117.

      A donative intent was also shown and confirmed in the words
      and actions of Santucci, Sr. after December, 2009. It was
      shown when he gave a photocopy of the December 8th Deed to
      Vincent, Jr. and told him that the tax issue had been resolved
      and the Avondale Property had been turned back to Vincent, Jr.
      and his son, [Samuel]. It was confirmed at the December 16,
      2009 meeting with Williams when he states that the Avondale
      Property is in their names.

      It was further confirmed when, after reviewing the complaint
      dated February 23, 2010, in the right margin beside paragraph

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      18(f) of the aforesaid complaint, alleging that Santucci, Sr.
      exercised control of the corporation solely for the benefit of
      Santucci, Sr. and with the intent of freezing out Vincent, Jr.,
      Santucci, Sr. wrote, ‘Not true. Gave him Avondale.”

      Clearly, the evidence shows that when Santucci, Sr. executed
      the December 8th Deed he intended and believed that he was
      giving the Avondale Property to his son and grandson. It also
      establishes that he believed that he had completed the gift
      when, even after falling out with Vincent, Jr. and [Samuel], he
      acknowledged their ownership at the December 16, 2009
      meeting with Williams.

Trial Court Decision, 6/16/14 at 10-12.

      Next, David Santucci asserts that the December 2009 deed did not re-

convey Santucci, Sr.’s one-third interest in the Avondale Property because it

was neither recorded nor delivered.       Because of the asserted failure to

record the deed, David claims title to an undivided one-third interest as the

grantee on the December 13, 2010 deed from Santucci, Sr. to him.

      Although this conveyance was not recorded, “the recording of a deed

is not essential to its validity or to the transition of the title.”   Fiore v.

Fiore, 174 A.2d 858, 859 (Pa. 1961). The title to real estate may be passed

by delivery of a deed without undertaking a recording, since the recording is

essential only to protect by constructive notice any subsequent purchasers,

mortgagees and new judgment creditors.        Matter of Pentrack’s Estate,

405 A.2d 879 (Pa. 1979); Malamed v. Sedelsky, 80 A.2d 853 (Pa. 1951).

Graham v. Lyons, 546 A.2d 1129 (Pa. Super. 1987).

      Whether there has been a delivery of a deed is a question to be

determined from the evidence by the trial court. Mower v. Mower, 80 A.2d

856, 858 (Pa. 1951). To effect a delivery, it is not essential that the grantor

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J-A16039-15



give the deed directly to the grantee.             Delivery is effected if the grantor

relinquishes control and gives the deed to a third party either with specific

instructions to deliver it to the grantee or if the attendant facts and

circumstances indicate that the grantor intended that delivery be made by

the third party to the grantee. Pronzato v. Guerrina, 163 A.2d 297, 299-

300 (Pa. 1960); Chambley v. Rumbaugh, 5 A.2d at 171, 173 (Pa. 1939).

       Here, the trial court concluded that Attorney Williams’ testimony that

Santucci, Sr. told him to hold the deed and not record it, was not credible.

Decision and Order, 6/16/14. Rather, the court found that after signing the

deed, Santucci, Sr. left it with Attorney Williams with the understanding and

expectation that by leaving it behind, it would be recorded and delivered.2

Id.   Additionally, the December 8th deed was handled in exactly the same

manner as the March 19th and June 8th deeds, which were both recorded and

delivered after Santucci, Sr.’s meeting with Attorney Williams. Id.

       “[I]n a bench trial, the trial judge ‘as factfinder, is free to believe all,

part or none of the evidence presented and therefore, assessments of

credibility and conflicts in evidence are for the trial court to resolve.’” Haan

v. Wells, 103 A.3d 60, 72 (Pa. Super. 2014) (citations omitted).

Accordingly, we find no abuse of discretion on the part of Judge Riley in


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2
  Williams’ notes did not mention a request to hold the deed. Rather, there
was written evidence, in William’s own handwriting, attached to the deed,
which says, “to be recorded.” See Trial Court Decision, 6/16/14, at 14.



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failing to credit the testimony of Attorney Williams with respect to directions

he received from Santucci, Sr.

       Lastly, David Santucci argues that the trial court erred by failing to

consider evidence that his father, Santucci, Sr., remained on the Avondale

property and exercised dominion and control over it through 2010.

Appellant’s Brief, at 24. Specifically, David argues there was no testimony

or evidence to suggest that after the signing of the December 8, 2009 deed,

Santucci, Jr. and Samuel ever exerted dominion or control over the property

that was inconsistent with their pre-existing two-thirds ownership.3

       David also notes that the parties stipulated that Elite Mushroom paid

school, county and other 2009 and 2010 taxes on the three parcels that

constitute the Avondale property. Furthermore, in March 2011, Santucci, Sr.

paid $6,840.91 for the 2010 school tax associated with one of the parcels.

       Vincent, Jr. and Samuel do not disagree that Santucci remained

present on the property.          In fact, they note that Santucci, Sr.’s act of

remaining on the property is what led them to seek the ejectment of

Santucci, Sr. and to seek rental damages from Santucci, Sr., David and Elite

Mushroom. Appellees’ Brief, at 13.

       In light of the fact that the court determined that Santucci, Sr. had no

legal right to use the property after December 8, 2009, yet did not order him

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3
   Santucci, Jr. and Samuel continued to collect rent and make repairs as
they had done while two-third owners. See Appellant’s Brief at 26.



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to pay fair market value for use of the land, supports Appellees’ position that

the payment of taxes was not an exercise of absolute dominion and control

by Santucci, Sr,. but rather was a payment in lieu of rent that acknowledged

ownership by Vincent, Jr. and Samuel of the Avondale property.

      Judgment affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 8/12/2015




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