J-A33014-13


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

SCOTT SNYDER                                        IN THE SUPERIOR COURT OF
                                                          PENNSYLVANIA
                            Appellee

                       v.

GEORGE M. THOMAS III, EXECUTOR OF
THE ESTATE OF GEORGE M. THOMAS,
JR., ALSO KNOWN AS GEORGE THOMAS
DECEASED, AND GEORGE M. THOMAS
III, EXECUTOR OF THE ESTATE OF
DOROTHY L. THOMAS, DECEASED

                            Appellant                    No. 407 WDA 2013


                     Appeal from the Order February 13, 2013
                In the Court of Common Pleas of Lawrence County
                    Civil Division at No(s): 11091 of 2010, c.a.


BEFORE: PANELLA, J., ALLEN, J., and STRASSBURGER, J.*

MEMORANDUM BY PANELLA, J.                          FILED NOVEMBER 16, 2015

        Appellant, George M. Thomas III, Executor of the Estates of George M.

Thomas, Jr., and Dorothy L. Thomas, appeals from the order entered

February 13, 2013, in the Court of Common Pleas of Lawrence County,

which denied Appellant’s motion for a new trial.      We affirm.

        This case arises out of an Agreement of Sale for property situated at

224 State Route 956 in Slippery Rock, Pennsylvania (“the property”).

George Thomas, Jr. and his wife, Dorothy Thomas (collectively, “Sellers”),

____________________________________________



    Judge Allen did not participate in the consideration or decision of this case.
*
    Retired Senior Judge assigned to the Superior Court.
J-A33014-13



now both deceased, owned the property in question.              Appellee, Scott

Snyder, entered into an oral leasing agreement with Sellers from 2007-

2010, in which Snyder agreed to pay $50.00 per acre to cultivate 65 acres of

the property. In February 2010, the Sellers contacted Snyder and indicated

their interest in selling the property.       The parties met at the Sellers’

residence to discuss the transaction and Mr. Thomas offered to sell the

property for $350,000.00, if he and his wife retained the right to live in the

farmhouse for the remainder of their lives, or so long as they chose to

remain. Snyder requested some time to think about the offer.

      Shortly   thereafter,    Snyder   contacted   Attorney   Robert   Clark   of

Wilmington, Pennsylvania, to draw up a contract proposing a counter offer to

the Sellers’ proposal. Attorney Clark had previously represented Sellers on

four occasions from 2005 to 2009. In 2007, Attorney Clark had declined to

represent Sellers regarding a rental dispute with a tenant Attorney Clark had

represented in a prior matter. Based on this history of prior representation

the Sellers regarded Attorney Clark as their “family attorney.”

      Despite a history of representing the Sellers, Attorney Clark proceeded

to represent Snyder regarding the sale of the property. It is undisputed that

neither Attorney Clark nor Snyder communicated to Sellers that Attorney

Clark was solely representing Snyder. Attorney Clark drafted an Installment

Agreement of Sale on behalf of Snyder, which reduced the sale price

proposed by Sellers.          Sellers ultimately objected to the installment

agreement and insisted upon the original $350,000.00 purchase price paid in

                                        -2-
J-A33014-13



a single lump sum. Snyder agreed to pay the lump sum amount, in return

for which Sellers allegedly agreed to pay a monthly rent to remain in the

farmhouse situated on the property.            Thereafter, Attorney Clark drafted a

new Agreement of Sale on Snyder’s behalf reflecting the parties’ agreement.

       On April 29, 2010, the parties met in Attorney Clark’s office to discuss

the new Agreement of Sale.             The agreement drafted by Attorney Clark

provided for the transfer of the property for the lump sum of $350,000.00,

to be paid in full at closing with no money down.               Agreement of Sale,

4/29/10 at 1-2.1      The agreement provided that Sellers would enter into a

leasing agreement with Snyder whereby they would rent the farmhouse for

$250.00 per month, plus utilities. Id. at 5. The Agreement of Sale further

set forth that Snyder would take title to the property subject to “[p]rior

grants, reservations, or leases as shown by instruments of record (example:

coal, oil, gas, other minerals, etc.)[.]”        Id. at 4.   In the event of Sellers’

default, the agreement stipulated “Buyer shall have the right to sue for

specific performance or money damages and in such event, Buyer shall be

entitled to recovery of h[i]s/her attorney's fees.” Id. at 2.




____________________________________________


1
   The Agreement of Sale for the property is titled as an “Installment
Agreement of Sale.” As noted, however, the Sellers ultimately rejected
Snyder’s counter offer in the form of an installment agreement. Therefore,
we refer to the sales agreement for the property merely as the “Agreement
of Sale.”



                                           -3-
J-A33014-13



      The parties differ as to the extent Attorney Clark explained the

Agreement of Sale to the Sellers at the April 29, 2010, meeting. Afterwards,

Attorney Clark informed Sellers that they had the right to have the

agreement independently reviewed, which they declined to do. The parties

proceeded to sign the agreement of sale in Attorney Clark’s office.

      At the time the parties signed the agreement, Snyder was aware of an

existing gas lease on the property for which the Sellers were paid $1,000.00

per year. It is undisputed that any transfer of the existing gas lease was

never related to Attorney Clark, nor did Attorney Clark independently

discover the existing gas lease prior to drafting the final agreement.

      On May 27, 2010, Sellers entered into a new gas lease with East Coast

Resources, LLC, for which they were to receive $176,000.00 in advanced

royalties.   On June 1, 2010, Sellers informed Snyder of their intent to

rescind the Agreement of Sale.     Having obtained the necessary financing,

Snyder informed Sellers that he was ready and willing to proceed to closing

scheduled for June 18, 2010. Sellers failed to attend the closing or accept

the $350,000.00.

      Snyder initiated the instant action by way of Complaint filed July 20,

2010. In an Amended Complaint filed December 20, 2010, Snyder sought:

1) specific performance of the Agreement of Sale; 2) assignment of the gas

lease between Sellers and East Coast Resources, LLC; 3) damages in the

amount of $176,000.00, reflecting the advance royalties Sellers received

pursuant to the new gas lease; and 4) attorney’s fees and costs. Sellers filed

                                     -4-
J-A33014-13



an Answer and counter-claim seeking damages for Snyder’s failure to pay

rent pursuant to the lease of the property for the year 2010.

       Following a non-jury trial on October 9, 2012, the trial court entered

an order which granted Snyder’s request for specific performance of the

Agreement of Sale, granted a reduction in the purchase price of the property

in the amount of $176,000.00 as an offset to the amount of advanced

royalties paid to Sellers by East Coast Resources, LLC, granted Snyder’s

request for transfer of the East Coast Resources, LLC, gas lease, and

awarded attorney’s fees and costs. The trial court denied Sellers’ counter-

claim.      On December 7, 2012, Sellers filed post-trial motions seeking

judgment notwithstanding the verdict or, in the alternative, a new trial. The

trial court denied Sellers’ post-trial motions on February 13, 2013. Appellant

thereafter filed a timely appeal to this Court.2

       On appeal, Appellant raised the following issues for our review.

       I.     Whether the role of Attorney Robert Clark, whom the aged
              and infirm Sellers, Mr. and Mrs. Thomas, regarded as their
              family attorney, who drafted all copies of the Agreement of
              Sale and conducted the meeting where the Agreement was
              purportedly executed, and who did not disclose to them his
              unilateral representation of the Buyer, Scott Snyder, in this
              transaction when he knew that Sellers were not
              represented, causes the sales contract to be inequitable,

____________________________________________


2
  George Thomas, Jr., died testate on January 20, 2011. His wife, Dorothy
Thomas, died testate on December 18, 2012. In both instances, the Sellers’
son, George Thomas III, substituted his appearance for the parties as
executor of the estates.



                                           -5-
J-A33014-13


               unjust   and/or      unconscionable           and,     therefore,
               unenforceable.

      II.      Whether the provision in the Agreement regarding Sellers
               continuing lease of the farm house as their residence,
               whose occupancy Sellers wanted to ensure for “the rest of
               their lives”, but which the Agreement expressed only a
               “month to month” lease, was a mistake which cannot be
               modified by parol evidence, and thereby causing the sales
               contract to be unenforceable.

      III.     Whether the [c]ourt erred in failing to address the issue of
               Mr. Snyder’s “unclean hands” in the Opinion and
               adjudication of Post-Trial Motions, which issue Sellers
               raised as an affirmative defense in their New Matter to
               Plaintiff’s Complaint, in their [P]re-Trial Statement, and in
               their Post-Trial Motions.

      IV.      Whether the [c]ourt erred in holding that the Agreement of
               Sale transferred the oil and gas rights to the property.

      V.       Whether the contact by East Resources, Inc. to renew the
               oil and gas lease on the property with payment of a
               substantial advance royalty very shortly after the
               Agreement of Sale for the realty is a matter subsequently
               occurring that renders this transaction inequitable or
               unjust, and the agreement of sale unenforceable.

      VI.      Whether the [c]ourt abused its discretion in granting
               equitable relief to Mr. Snyder in disregard of and contrary
               to the weight of the evidence, and to the applicable law,
               for:

               a. Specific performance, assignment of the lease, and
                  payment of the advance royalty.

               b. Assigning to [Buyer] as a credit against the purchase
                  price to [Sellers] the amount paid as an advance royalty
                  for the renewal of the oil and gas rights to the property.

Appellant’s Brief at 6.

       After    reviewing   the   record,   a   panel   of    this   Court   issued   a

memorandum opinion reversing the trial court’s order denying Sellers’



                                        -6-
J-A33014-13



motion for a new trial and remanding for further proceedings on the parties’

remedy in damages. Snyder v. Thomas, 102 A.3d 527 (Pa. Super., filed

April 9, 2014) (unpublished memorandum) (STRASSBURGER, J., concurring

in result). Specifically, this Court determined that the trial court’s findings

were not supported by the record and that the equities did not lie in favor of

enforcing specific performance.     Thereafter, Snyder sought discretionary

review with the Pennsylvania Supreme Court.

      On January 23, 2015, the Supreme Court issued a per curiam order

granting allowance of appeal and vacating this Court’s order “in light of its

failure to credit the trial court’s factual findings, which are supported by the

record.” Snyder v. Thomas, 108 A.3d 1276 (Pa. 2015) (SAYLOR, J., and

TODD, J., dissenting), citing Fizzano Brothers Concrete Products, Inc. v.

XLN, Inc., 42 A.3d 951, 970–74 (Pa. 2012).         The Supreme Court’s order

further remanded the case to this Court “for consideration of the other

issues not addressed in respondent's original appeal.”     Id. In light of the

Supreme Court’s directive, we will now proceed to examine Appellant’s

issues raised on appeal.

      “Our standard of review from an order denying a motion for a new trial

is whether the trial court committed an error of law, which controlled the

outcome of the case, or committed an abuse of discretion.”           Polett v.

Public Communications, Inc., 83 A.3d 205, 214 (Pa. Super. 2013)

(citation omitted), reversed on other grounds, ___ A.3d ___, 2015 WL

6472419 (Pa., filed October 27, 2015). “A trial court commits an abuse of

                                     -7-
J-A33014-13



discretion when it rendered a judgment that is manifestly unreasonable,

arbitrary, or capricious, has failed to apply the law, or was motivated by

partiality, prejudice, bias, or ill will.” Id. (citation omitted).

      The [trial] court's findings are especially binding on appeal,
      where they are based upon the credibility of the witnesses,
      unless it appears that the court abused its discretion or that the
      court's findings lack evidentiary support or that the court
      capriciously disbelieved the evidence. Conclusions of law,
      however, are not binding on an appellate court, whose duty it is
      to determine whether there was a proper application of law to
      fact by the [trial] court. With regard to such matters, our scope
      of review is plenary as it is with any review of questions of law.

Zuk v. Zuk, 55 A.3d 102, 106 (Pa. Super. 2012) (citation omitted).

      We note that specific performance is an equitable action. PNC Bank,

Nat. Ass'n v. Bluestream Technology, Inc., 14 A.3d 831, 839 (Pa.

Super. 2010). “Specific performance in the conveyance of real property is

not a matter of right but of grace and will not be granted unless the party

seeking the relief is clearly entitled to it.” Delaware River Preservation

Co., Inc. v. Miskin, 923 A.2d 1177, 1182 (Pa. Super. 2007) (citation

omitted).

      A court of equity should refrain from ordering specific
      performance where it appears that hardship or injustice will
      result to either of the parties. The word “hardship,” however,
      does not encompass every disappointment and economic
      detriment to which a party has exposed himself by signing an
      agreement. Equity cannot contract for the parties. It is only
      where circumstances come to light which so shock the concept of
      fairness and justice that it would be unconscionable to enforce
      the bargain that Equity intervenes.




                                        -8-
J-A33014-13



Snyder v. Bowen, 518 A.2d 558, 562 (Pa. Super. 1986) (internal citations

and quotes omitted).

      Although relief in equity is a matter of grace only and not of
      right, and rests in the discretion of the court, to be exercised
      upon a consideration of all the circumstances of the case, it does
      not follow that a decree for specific performance must be
      entered in all cases where the agreement is legally sound and
      the price adequate, but if the transaction be inequitable or
      unjust in itself or rendered so by matters subsequently
      occurring, specific performance may be denied and the parties
      turned over to their remedy in damages….

Snow v. Corsica, 329 A.2d 887, 889 (Pa. 1974).

      In its memorandum opinion filed November 30, 2012, the trial court

noted the following determinations of fact and law: (1) that the Sellers had

legal capacity to contract, and exhibited no ailments or other incapacity that

would warrant rescission of the contract; (2) that the parties travelled to

Attorney Clark’s office on April 29, 2010, with the aim to negotiate the

Agreement of Sale and not, as Mr. Thomas had claimed, solely to discuss the

rental of the farmhouse; (3) that all parties signed the agreement in each

other’s company; and (4) that there was a meeting of the minds as to both

the lease provision and the transfer of mineral rights to Snyder in the

Agreement of Sale. Trial Court Opinion, 11/30/12 at 14-17.

      In concluding that the equities in this matter lie with specific

performance, the trial court reasoned as follows.

      Attorney Clark represented [Sellers] in four varying matters,
      beginning in 2005 and ending in late 2009. It is uncontroverted
      that Clark never disclosed to [Sellers] that he was not
      representing them in the instant matter, and that [Sellers]


                                    -9-
J-A33014-13


       viewed him as their “family attorney.” These factors, then,
       would seemingly make [Sellers] ripe to be fooled into agreeing
       to terms unilaterally favoring [Appellee Snyder]. The credible
       evidence, however, indicates that this is not the case. Attorney
       Clark’s representation of [Snyder] can hardly be characterized as
       the type of zealous advocacy that most typically conjure when
       defining the role of an attorney: he was simply a legal means to
       finalizing the terms that the parties themselves agreed upon.

Trial Court Opinion, 11/30/12 at 19.           The court concluded that [Snyder]

used Clark’s services as a mere “means to an end,” not as a shrewd

negotiator to secure a better deal for himself….” Id.

       We have reviewed the record, the factual determinations of the trial

court, and the legal conclusions drawn therefrom. In light of the Supreme

Court’s express directive that the trial court’s factual findings are supported

by the record, we have determined that the Honorable John W. Hodge’s

opinions filed November 30, 2012, and March 26, 2013,3 ably and

comprehensively dispose of Appellant’s issues raised on appeal, with

appropriate reference to the record and without legal error. Accordingly, we

will affirm on the basis of those opinions.

       Order affirmed.      In the event of further proceedings, the parties are

directed to attach a copy of the trial court opinions.               Jurisdiction

relinquished.
____________________________________________


3
  In its Rule 1925(a) opinion filed March 26, 2013, the trial court expressly
reaffirmed the prior opinion filed November 30, 2012, and incorporated that
opinion by reference. We further note that in the 1925(a) opinion, the trial
court expressly determined that Sellers’ unclean hands defense was without
merit based upon its finding that the April 29, 2010, Agreement of Sale was
not inequitable or unjust.



                                          - 10 -
J-A33014-13



Judge Strassburger joins the memorandum.

Judge Allen did not participate in the consideration or decision of this case.



Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 11/16/2015




                                     - 11 -
                                                                                               Circulated 11/05/2015 09:57 AM




                     SCOTT SNYDER,                                        ;I:N THE COURT OF COMMON PLEAS

                                PLAINTIFF                                 LAWRENCE COlJ.l'.JTY,          PENNSYLVANIA

                     vs.                                                  NO. 11091 of       2010,        C.A.   i-'It_,
                     GEORGE M. THOMAS, III,
                     Executor of the Estate of
                     GEORGE M. TBOMAS, JR. , and
                     DOROTHY THOMAS,

                                DEFENDANTS


                                                                ORDER OF COURT

                           AND NOW,     this 26th day of March, 2013, with                               he Court

                     receiving Defendants' Concise Statement of Errors complained

                     of on appeal, and after reviewing the same,                            the Court hereby

                     ORDERS and DECREES as follows:

                           1.   The     Court             is    satisfied     that    the    I aaue s        raised    in
                                                                                                     I
                     Defendants'     Concise              Statement of Errors have been                     adequately

                     addressed in this Court's November 29, 2012 Opinion.

                           2.   To the extent that Defendants assert that this Court

                     failed to address the issue of Plaintiff's                              unclean          hands    in

                     its Opinion and subsequent Orde r-s of Court the Court finds as

                     follows:

                                a.      Paragraph 81 of Defendants' Arnended Answer,                                  New

                                Matter              and        Counterclaim     raises       the          Doctrine     of
                                                           I
                                Unclean             Hands       as   a   general     defense      to       Plaintiff's

                                request for tquitable relief.
      5·3RD
    JUDICIAL
    DISTRICT                                  ..         I
                                          t        LED/ qr~tG/NAL
                                      201] f1!1R 2 b I A
.AWRENCE    COUNTY
  PENNSYLVANIA
                                                           I    II: Sq
                                       i-fELEN        I
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                                                                                           Circulated 11/05/2015 09:57 AM




                                b.       The Cou:r-t' s       fi11:ding    that the Contract              entered

                                 into     by    the     parties      on     April     29,        2010 was        not

                                 inequitable       nor unjust             renders    Defendants'          defense

                                of      Unclean       Hands     irrelevant          and     inapplicable          to

                                these proceedings.

                                c.      Defendants'        defense by way of the Doctrine                         of

                                Unclean Hands is therefore DENIED,

                          3.    'the    Court     reaffirms       the November            29,        2012 Opinion

                    ·entered   in the above captioned case,                 and incorporates the same

                    as though fully set forth herein.

                          4.    The Prothonotary of               Lawrence     County           is    directed    to

                    immediately      assemble     the record          and transmit              said record       to

                    the   Superior       Court     of     Pennsylvania          as        required        by     the

                    applicable Rules of Appellate Procedure.

                          5.    The Prothonotary shall properly serve notice of this

                    Order of Court upon counsel of record for the parties.



                                                                BY THE COURT:




                                                                                                                 J.




     53RD
   JUDICIAL
   DISTRICT




\WRENCE    COUNTY
 PENNSYLVANIA                                    2013 MAR 2 b A II: SC:

                                                  lf(L_E~4 I. t-10RG:~ ·
                                                                                       Circulated 11/05/2015 09:57 AM




                          SCOTT SNYDER,                               IN THE COURT OF COMMON PLEAS

                                      Plaintiff                      LAWRENCE COUNTY, PENNSYLVANIA

                          vs.                                        NO. 11091 of 2010, C.A.

                          GEORGE M. THOMAS, III,
                          Executor of the Estate of
                          GEORGE M. THOMAS, JR., and
                          DOROTHY THOMAS,

                                      Defendants
                                                           APPEARANCES

                          For the Plaintiff:           Phillip L. Clark, Jr., Esquire
                                                       Balph, Nicolls, Mitsos, Flannery & Clark
                                                       Suite 300, Huntington Bank Building
                                                       14 North Mercer Street
                                                       New Castle, PA 16101

                          For the Defendants:          Bradley S. Dornish, Esquire
                                                       Charles C. Bell, Esquire
                                                       Dornish Law Offices, P.C.
                                                       1207 Firth Avenue, Suite 300
                                                       Pittsburgh, PA 15219

                                                               OPINION

                          Hodge, J.                                                  November 29, 2012

                                This matter derives from an April 29, 2010 Agreement of
                          Sale1 (hereinafter, the "Agreement") between the Defendants,
                          George Thomas, Jr. and his wife Dorothy Thomas (11Defendants112),
                          and the Plaintiff, Scott Snyder ("Plaintiff"), providing for the
                          transfer of the Thomas property, situated at 224 State Route 956

                          1Though the final April 29, 2012 Agreement was actually termed "Installment
                          Agreement of Sale," it was not an installment contract, as payment was due in
                          full at closing. As such, the Court will reference the April 29, 2012
                          contract as the "Agreement" in order to avoid confusion with Plaintiff's
                          preceding April 23, 2010 proposal, wherein Plaintiff did offer to pay in
                          three annual installments.
                          2 As George Thomas, Jr. died testate on January 12, 2012, and his wife Dorothy
        531io
     JUDICIAL
                          has since moved into an assisted living facility, their son George Thomas,
     DISTRICT             III has been substituted as the Defendant in this action.  Thomas, III is the
                          Executor of his parents' estaptl:.EO/ORIGIN/-\L

.AWRF.NC:E       COUNTY
  )i£NNSV    L. VA NIA
                                                     201?. NOV 30 A 8: 23

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                                                              · , : n r, r r: o 1<
                                                                                            Circulated 11/05/2015 09:57 AM




                           in Slippery Rock, Pennsylvania ("the Property"), in exchange for
                           the sum of $350,000.00.            The Agreement was assented to in the
                           office of Attorney Robert Clark,3 and it is from the unusual set
                           of circumstances both precedent and subsequent to said
                           transaction that much of this litigation involves. Shortly after
                           the Agreement, Defendants signed a gas leasing contract with
                           East Coast Resources, LLC, which paid them advanced royalties in
                           the amount of $176,000.00.                 Several days later, Defendants sent
                           Plaintiff a letter detailing their intent to rescind the
                           contract.   After Plaintiff replied that he was ready and willing
                           to pay in-full at closing, Defendants stood by their
                           aforementioned intent.            Plaintiff then initiated the instant
                           legal action,4 requesting the following relief:
                             1. Specific performance of the Agreement;
                             2. An assignment of the gas lease between Defendants and East
                                Coast Resources, LLC;
                             3. A reduction of the purchase price of the Property, or,
                                alternatively, damages, in the amount of $176,000.00, that
                                sum representing the amount of advanced royalties paid to
                                Defendants by East Coast Resources, LLC, and;
                             4. Attorney's fees and costs, as per the Agreement of Sale.
                                In defense to Plaintiff's Amended Complaint, Defendants
                       assert that:
                             1. The Agreement is void because there was no meeting of the
                               minds as to two material terms, namely the transfer of
                               mineral rights and Defendants' right to continue to live in
                               the farmhouse located on the Property after closing, and;


                       3
                         Attorney Robert Clark is not related to Attorney Phillip Clark, Plaintiff's
                       counsel in this matter.
                       4
       53 RO             The initial Complaint was filed on July 20, 2010, but was later amended on
    JUDICIAi..         December 20, 2010 to include the abovementioned requested relief. Plaintiff
    DISTRICT           also filed a lis pendens a\:1$\t' 11:36 /t,ll.~I Rh9tle;rty with the Lawrence County
                       Prothonotary.               t 1 .t,        UK l.JINAL
·.AIVRENC~    COUNTY
    PE:NNSYL.VANIA                               2012 UOV 30 A 78: 23

                                                   ' ·- ,_ t·:·.,!'\ I. . 1-AQrJG
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                                                                              Circulated 11/05/2015 09:57 AM




                           2. The inequitable and unjust nature of the Agreement's
                              formation precludes specific performance.
                              Defendants also pray for damages in the amount of
                         $3,250.00, plus interest at the legal rate of 6%, for
                         Plaintiff's failure to pay for his 2010 leasing of 65 acres of
                         the Property for farming.
                           A. Facts
                              The facts that follow are gathered from a comprehensive
                         review of both the case file and the nonjury trial held before
                         this Court on October 9, 2012.5
                             Defendants acquired the Property at the heart of this
                     dispute in 1955.      Consummated in 1946, their marriage produced
                         two children and five grandchildren.      After serving his country
                     during World War II, George Thomas worked in several different
                     careers before a collapsed lung forced him into retirement in
                         1987, when he started a saw sharpening business.         Mr. Thomas
                     continued to run the business until its eventual sale in the
                     fall of 2009.      Dorothy Thomas worked as a secretary in
                     Pittsburgh, Pennsylvania for approximately five years, when the
                     couple's first child was born; thereafter providing for the
                     family as a homemaker and keeping the books for the business.
                     Their son, George Thomas, III, has lived on an approximately
                     two-acre parcel of land abutting the Property since 1999.
                             Plaintiff lives with his wife and two sons in Volant,
                     Pennsylvania; roughly 1.5 miles away from the Thomas Property.
                     He obtained a degree in Animal Husbandry from the Pennsylvania
                     State University in 1992.       Together with his father, Plaintiff
                     owns about 250 acres of land which is used for farming (his
                     5
                       The Court notes that, despite Defendants' objection at trial, a settlement
                     offer between the parties was admitted into evidence. Upon due reflection,
      53AD
                     the Court understands that said offer was in violation of the Pennsylvania
   JUDICIAL          Rules of Evidence.  As such, this evidence was not taken into account during
   DISTRICT          the Court's.dete~mina~i~~~P,[f[tffQf{f~,~!J:tLmatter, nor will it again be
                     referenced in this Op1n1oh~I

AWf1ENCt:   COUNTY
 PENNSYL.VANIA                              2012 NOY 30 A 8~23

                                             <"L.[N !. HORGl\fl
                                             . 'i'rn MIO CLERK
                                                                                     Circulated 11/05/2015 09:57 AM




                       parents reside in a farmhouse on said acreage).                   Plaintiff, who
                       has been a dairy farmer since the age of eight, leases another
                       600-or-so acres from 15 different families for farming purposes.
                       Acquainted with Defendants from a young age, Plaintiff utilized
                       their saw-sharpening business and hunted on the Property for
                       several years.       Plaintiff had an oral leasing agreement with
                       them for the years 2007-2010, whereby he would pay $50.00 per
                       acre to cultivate 65 acres of land on the Property ($3,250.00
                      per year).       Though Mr. Thomas did not demand that he do so,
                       Plaintiff paid the entire cost before the beginning of each
                      season (he did this for the years 2007, 2008 and 2009).
                              At the time of the April 29, 2010 Agreement of Sale,
                      Defendants were both 84 years of age.                Mr. Thomas was hard of
                      hearing,6 suffered chronic lung problems due to Legionnaire's
                      Disease, and macular degeneration left him legally blind,
                      forcing him to surrender his driver's license.                   Though no
                      medical documentation was provided to the Court, Mrs. Thomas'
                      deposition indicated that she was somewhat hard of hearing
                      herself, and a bit forgetful.7             Plaintiff has no apparent health
                      problems.
                              When he began leasing 65 acres of the Property in 2007,
                      Plaintiff informed Mr. Thomas that he would be interested in
                      buying the Property, should Mr. Thomas ever choose to sell it.
                      Plaintiff testified that he was desirous of acquiring more land
                      so that he could expand his operations and teach.his                    sons how to
                      farm.    Precedent to the 2010 negotiations, Plaintiff was not
                      aware of anyone in the area having been approached by an entity
                      seeking to lease their property for Marcellus or Utica Shale gas


                      6Mr.
       53HD
                           Thomas wore hearing aids in both ears and had to have several questions
     JUDICIAL         repeated to him during his deposition.
                      7During
     DISTRICT                 her deposiftlil?eD ffl~!Gffl9l!l<:1S had to have several questions repeated to
                      her, and had trouble remembering the names of all of her grandchildren.
;..AWRENCE   COUNTY
    PENNSYLVANIA
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                                    ,


                     extraction.    Notably, there is no evidence of record to suggest
                     that Defendants were aware of the impending Shale boom, either.
                            Plaintiff also stated that, despite his lack of knowledge
                     with regards to Shale leasing, he wanted the mineral rights to
                     any land he purchased so that he could prevent future strip-
                     mining operations that could interfere with his farming.
                     Plaintiff later stated his concerns regarding his obtaining of
                     mineral rights to prevent possible strip mining to Attorney
                     Robert Clark, who memorialized the Agreement                           (Attorney Clark
                     testified to the same).
                           Plaintiff testified that, at some point shortly preceding
                     the April 29, 2012 Agreement, Mr.                           Thomas had advised him of an
                     existing gas lease on the Property that paid $1,000.00                               per year.
                     Plaintiff further stated that Mr. Thomas implied that this lease
                     would transfer to him,                   should they finalize a deal.             This
                     conversation was never mentioned to Attorney Clark, and he did
                     not gain knowledge of the lease prior to the Agreement because
                     he did not run a title search on the Property.
                           Sometime in February of 2010, Mr.                         Thomas contacted
                     Plaintiff and indicated that he and his wife were interested in
                     selling the Property.                   Mr. Thomas stated that he wanted
                     Plaintiff specifically to purchase the Property because he
                     believed it   would continue to stay in the Snyder family, thereby
                     ensuring its use for farming purposes.                           Subsequently, Plaintiff
                     and his father met with Defendants at their residence to discuss
                     the transaction, wherein Mr. Thomas indicated that they desired
                     $350,000.00   for the farm, with the right to live in the
                     farmhouse for the remainder of their lives, or for so long as
                     they chose to remain.                   Following this, Plaintiff informed
                     Defendants that he would consider their terms and get back to
      53 RO
    JUDICIAi.,       them in the near future.
    DISTRICT
                                         FiLEO/ORIGIN/.1,L
.A\VRE:NCF. COUNTY                                                           5
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                                         :':·,,.,.. I\.,~'f1 Clr __Ef.,.,K
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                            Plaintiff then contacted Attorney Robert Clark, of New
                      Wilmington, Pennsylvania, and asked him to draw up a contract
                       detailing what Plaintiff termed a "counter offer" to Defendants'
                      proposal.
                            Pursuant to Plaintiff's requests, Attorney Clark drafted
                       the counter offer and sent it to Plaintiff on April 23, 2010.
                      Notable provisions of the proposed "Installment Agreement of
                      Sale" include:
                            1. A $300,000.00 sale price, payable in three annual
                              installments of $100,000.00 each.     Plaintiff stated that
                              the reduced price was to account for Defendants living on
                              the property rent free, without maintenance expenses.
                            2. The right of Defendants to live in the residence during
                              their lifetime, terminable at-will upon their demand.
                              This provision also stated that Defendants were
                              responsible for personal utilities and insurance on the
                              farmhouse.
                           Notably, the initial Installment Agreement did not include
                      a remedies clause (in the event of a default).     Attorney Clark
                      stated that he could not recall why he did not place such a
                      clause in the proposal, as it was standard in most contracts of
                      this nature.     The Installment Agreement was also silent as to
                      mineral rights.    Clark testified that he did not believe such a
                      provision needed to be memorialized in order for said rights to
                      transfer.
                           It must be noted that, prior to this communication,
                      Attorney Clark had represented Defendants on four different
                      occasions from 2005 to the fall of 2009, including:        the
                      drafting of estate planning documents, resolving a contract
                      issue regarding window installation on the Property, resolving
       53RD
    JUDICIAL          their ownership and interest in an Agland Co-Op,     and the sale of
    DISTRICT
                      Defendants' sawl°~h~QpQgli~tbtlsiness.   At another point in 2007,
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                      Attorney Clark declined to represent Defendants in a rental
                      dispute with a tenant, due to the fact that he had represented
                      the tenant in a prior matter.         Due to the abovementioned
                      transactions, Defendants later testified that they regarded
                      Attorney Clark as their "family attorney,ll
                           Plaintiff stated that he did not view Attorney Clark as
                      representing his best interests, but that he merely viewed him
                      as a "means to an end" of memorializing the Agreement.
                      Plaintiff knew Attorney Clark had represented Defendants in the
                      past, and stated that utilizing Clark to draft the contract
                      would smoothen the process, as all essential terms were already
                      agreed upon by the time of the April 29th meeting in Clark's
                      office.   Attorney Clark testified, however, that he believed
                      that he was representing Plaintiff throughout the transaction.
                      At no point preceding the finalization of the Agreement did
                      either Attorney Clark or Plaintiff communicate to Defendants
                      that Clark was solely representing Plaintiffs.
                           After receiving the Installment Agreement from Attorney
                      Clark, Plaintiff, along with his father, took it to Defendants
                      for discussion on April 23, 2010.          Defendants testified that
                      they were upset with Plaintiff for both reducing the purchase
                      price and asking to pay in installments.          The following day,
                      Defendants refused to sign the Installment Agreement for this
                      reason, even after Plaintiff explained why he had come up with
                      the lower figure.       With Defendants sticking to their demands of
                      the full $350,000.00 to be paid in one lump sum, Plaintiff
                      agreed to pay the higher amount.          Plaintiff testified that, in
                      exchange for his paying the full price, Defendants agreed to pay
                      a monthly rent to live in the farmhouse for life, with the lease
                      being terminable upon their demand.
       53RI)
     JUDICIAi..            Plaintiff then contacted Attorney Clark to detail the
     DISTRICT
                      abovementionedf l±~IGIN~.l.ark then drafted a new Agreement of
·~AWRENCE    COUNTY                                         7
   PENNSYl.VANIA                  2012 NOV 30 A 8: 23
                                   I
                                       TLEN I. MOHGAN
                                       PPn   Mm   r.1 FRK
                                                                                 Circulated 11/05/2015 09:57 AM




                        Sale and sent it to Plaintiff.            Plaintiff proceeded to call
                        Defendants and arranged for the parties to meet in Clark's
                        office on April 29, 2010.        On even date, Plaintiff drove to the
                        Property to pick up Defendants (again, Mr. Thomas was unable to
                        drive).    Plaintiff drove the parties to the office in
                       Defendants' automobile because Mrs. Thomas had trouble getting
                        into his truck.
                              The parties are in wide disagreement with regards to what
                        followed at Attorney Clark's office during the April 29th
                       meeting.    At any rate, the following terms were among those set
                       forth in the Agreement:
                          1. The transfer of the Property for the sum of $350,000.00, to
                             be paid in full at closing, with nothing due at signing.8
                          2. Two separate remedies clauses, to be applicable in the
                             event that either Buyer or Sellers should default.                 As it
                             applies in this matter, the Court notes that, in the event
                             of Sellers' default, Buyer would be entitled to specific
                             performance and attorney's fees.
                          3. A provision stating that Buyer would take the Property
                             subject to the following:         "Prior grants, reservations, or
                             leases as shown by instruments of record (example:                 coal,
                             oil, gas, other minerals, etc.)         .u

                          4. A provision detailing a leasing agreement between Buyer and
                             Sellers, to be entered into at closing, wherein Buyers
                             would pay $250.00 per month, as well as all utilities.
                             Notably, with regards to the communications that transpired
                       in Attorney Clark's office that day, Plaintiff1s             story and that
                       of Attorney Clark are in complete unison.            According to
                       Plaintiff and Clark, Defendants were each given a copy of the
                       8Attorney
       53RD                      Clark testified that, after he recommended a deposit, Mr. Thomas was
    JUDICIAL           adamant that one was not necessary for him to be legally bound.             As
    DISTRICT           Defendants have nof MJ.:[e@}l():1"~10:ll):iAL the Court accepts Attorney Clark's
                       testimony as true.

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                       proposed Agreement.        Clark then went through each paragraph of
                       the proposal, summarizing the terms.             Cognizant of Defendants'
                       hearing deficiencies, Clark repeated anything that they did not
                       understand on initial summation.
                             Through the course of his detailing the terms, Clark
                       responded to numerous questions from both parties.                  At some
                       point, there was a lengthy discussion regarding the Defendants'
                       leasing of the farmhouse.9        Though the lease itself seemed to
                       indicate a standard month-to-month term, according to Plaintiff
                      and Clark, the original demands of the Defendants - them having
                       the right to live there for life, terminable at their demand -
                      were assented to by both parties.
                             After Plaintiff agreed to several other changes requested
                      by Defendants, Attorney Clark provided them to his secretary,
                      who made said alterations.          With the changes made, Attorney
                      Clark read them aloud to the parties.             All parties then
                      indicated their understanding of the Agreement.                  Attorney Clark
                      then stated to Defendants that, though they were in accord with
                      the terms, they did not have to sign it that day, and had the
                      right to have it reviewed.          Attorney Clark could not recall
                      whether he specifically stated that Defendants had the right to
                      have the Agreement reviewed by an attorney.               Clark further
                      stated that he believed that he had referred Defendants to
                      separate counsel following his declining to represent them in a
                      2007 tenant dispute due to a conflict of interest, but could not
                      recall which attorney he had recommended.              Clark stated that he
                      believed this attorney to be representing Defendants in this
                      real estate transaction.
                            Nonetheless, according to both Clark and Plaintiff,
                      Defendants stated that they did not wish to seek independent
       53RD
     JUDICIAL
                      9
     DISTRICT           After discussion, lf1it001({).Ri~kt~.hJinonth
                                                                   leasing provision   was added to the
                      Agreement in the April, 29 2012 meeting at Attorney Clark's      office.
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    PENNSYLVANIA
                                         2012 HOV 30 A 8: 23   9


                                           HELEN I. MOHGAN
                                            P1U'} AND CLERK
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                      review.   All parties then signed the Agreement of Sale in each
                      other's presence, with Attorney Clark signing as a witness.
                           Though the time frame is not clear, Plaintiff stated that,
                      at some point antecedent or subsequent to the Agreement, Mr.
                     Thomas indicated that it was unnecessary for Plaintiff to pay
                     for his leasing of the Property for the year 2010, since he
                     would soon own it.
                           The statements of Defendants differ vastly from that of
                     Plaintiff and Clark.      The Court notes that, especially with
                     regard to Mr. Thomas, the depositions indicated some
                     forgetfulness, and the testimony itself was often contradictory.
                     Mr. Thomas initially stated that he believed that the April 29,
                     2010 meeting was solely to discuss the rental of the farmhouse,
                     but later said that the parties agreed upon a $350,000.00
                     purchase price 11at that time." Mr. Thomas also averred that he
                     never signed any papers, but seconds later reversed his
                     position, stating that he did sign what he believed to be the
                     rental contract.     Soon after, Mr.     Thomas then became upset with
                     Plaintiff's counsel and refused to answer further questions.
                          In disaccord with her husband, Mrs. Thomas stated that the
                     parties drove to Attorney Clark's office for the purpose of
                     selling the farm for $350,000.00.        Mrs. Thomas further said that
                     Defendants agreed to pay $250.00 per month in rent.            However,
                     she also testified that Attorney Clark did not at any point read
                     the Agreement aloud, and that, although the signature on the
                     Agreement appeared to be hers, a few of the letters in her last
                     name were "changed."
                          In mid-to-late May of 2010, Plaintiff learned that
                     Defendants were being courted by a gas-leasing company.
                     Concerned that his Property rights could be affected, he
       s s no
    JUDICIAL         contacted Attorney Clark, who sent Defendants a letter saying
    DISTFI ICT
                     that it would JJLlii!&{JlflJQ.i}U,~or a leasing entity to want to renew
t.AWR£NCE   COUNTY
   PENNSYLVANIA
                                   2012 NOV 30 A 8: 23   10


                                    :iEL.EN I. MORGA~1
                                      ?FIO l\~W CLEf{K
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                           a lease prior to the expiration of one that is still currently
                           in effect (the $1,000 per year lease, which was with a different
                           company than the one Defendants were negotiating with, was set
                           to expire in November).         Attorney Clark further advised
                           Defendants to contact him if they had any questions.
                                On May 27, 2010, Defendants entered into a lease with East
                           Coast Resources, LLC, whereby they received $176,000.00 in
                           advanced royalties.   Notably, in his deposition, Mr. Thomas said
                           that the asking price for the Property was $350,000.00 11at that
                           time," but 11there's other things [that] come in." When
                           Plaintiff's counsel asked him to clarify, Mr. Thomas stated that
                           $350,000.00 was the price 11before the gas was something. The
                           gas man was on my porch the day after we talked in [Attorney
                           Clark's office, located in) New Wilmington[, Pennsylvania)               ,n

                                On June 1st, Defendants sent Plaintiff a letter informing
                           him of their intent to rescind the Agreement.           Plaintiff, having
                           attained the necessary financing, responded on June 10th that he
                           was ready and able to pay at closing (scheduled for June 18th).
                           Defendants failed to attend closing or accept the $350,000.00 at
                           any point thereafter.
                                 It is from these events that Plaintiff's Amended Complaint
                           and Defendants' Answer and counter-claim are based.             Plaintiff
                           also filed a lis pendens against the Property with the Lawrence
                           County Prothonotary.
                             B. Applicable     Law
                                In order for a contract to be formed, offer, acceptance and
                           consideration, or a mutual meeting of the minds must be present.
                           Ribarchak v. Municipal Authority of City of Monongahela, 44 A.3d
                           706, 708 (Pa. 2012); Yoder v. American Travellers Life Ins. Co.,
                           814 A.2d 229, 233 (Pa.Super.          2002); Jenkins v. County of
         53Rn
      JUDICIAL             Schuylkill, 441 Pa.Super.       642, 648, 658 A.2d 380, 383, allocatur
      DISTRICT
                           denied, 542    :fJ~E@.f1),Rl~~AA.2d   1056 (1995).   Further, the parties
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                                         2012 NOV 30 A 8: 23       11
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                      must have agreed upon the material and necessary details of the
                      bargain, thereby making the nature and extent of their mutual
                      obligations certain.        Lackner v. Glosser, 892 A.2d 21, 30
                       (Pa.Super. 2006)     (citing Peck v. Delaware County Board of Prison
                      Inspectors, 572 Pa. 249, 260, 814 A.2d 185, 191 (2002)).
                            Under the doctrine of equitable conversion, on the very day
                      a contract for the sale of land is signed, the purchaser becomes
                      the equitable or beneficial owner of any benefit accruing to
                      property between said date and the date of the conveyance
                       (barring any contrary contractual language).           Zitzelberger v.
                      Salvatore, 458 A.2d 1021, 1023, 312 Pa.Super. 402, 405 (1983);
                      Byrne v. Craig, 332 A.2d 472, 474, 231 Pa.Super. 531, 535
                       (1974) ;DiDonato v. Reliance Standard Life Ins. Co., 433 Pa. 221,
                      224, 249 A.2d 327, 329 (1969).            Further, subject to a provision
                      stating otherwise, the seller of real estate conveys his
                      property in its entirety; including all of the rents, issues and
                      profits thereof.      See 21 P.S.     §3.
                            To justify judicial rescission of a contract, "Inadequacy
                      of price, improvidence, surprise, and mere hardship, none of
                      these, nor all combined, furnish an adequate reason.                    [for]
                      such action something more is demanded ...           such as fraud,
                      mistake or illegality."        Frey's Est., 223 Pa. 61, 65, 72 A. 317,
                      318 (1909).    A presumption of incapacity is not raised by old
                      age, and, without evidence of some unfair advantage due to
                      fraud, mistake or illegality, mere weakness of intellect
                      resulting from a party's elderly condition is not legal grounds
                      to set aside a contract.        Taylor v. Avi, 415 A.2d 894 (Pa.Super.
                      1979); Dulnikowski v. Stanziano, 195 Pa.Super. 508, 172 A.2d                  182
                      (1961);   Aiman v. Stout,     42 Pa. 114 (1862).
                           Specific performance is an equitable remedy that permits
       53HD
     JUDICIAL         the court 11to compel performance of a contract when there exists
     DISTRICT
                      in the contract aX1~~~t~1~J~~Ub!etween the parties as to the
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    PENNSYL.VANIA
                                       2012 HOV 30 A 8: 2312

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                       nature of the performance." Geisinger Clinic v. Di Cuccio, 414
                       Pa.Super. 85, 109, 606 A.2d 509, 521 (1992).    A unique remedy
                       involving the exercise of the court's discretion, specific
                      performance has mainly been utilized to compel the conveyance of
                      real estate wherein a seller violates a land-sale contract.
                      Agnew v. Southern Ave. Land Co., 204 Pa. 192, 53 A. 752 (1902);
                      Borie v.   Satterthwaite, 180 Pa. 542, 37 A. 102 (1897).
                            "Specific performance should only be granted where the
                      facts clearly establish the plaintiff's right thereto, where no
                      adequate remedy at law exists, and where justice requires it."
                      Clark v. Pennsylvania State Police, 496 Pa. 310, 313, 436 A.2d
                      1383, 1385 (1981)    (citations omitted). If "a transaction is
                      inequitable or unjust in itself or if [it) is rendered so by
                      matters subsequently occurring, specific performance may be
                      denied ...    and while no rule applicable to all cases can be
                      announced.       specific relief will be granted if apparent that,
                      in view of all the circumstances, it will subserve the ends of
                      justice, and will be withheld where, on a like view, it appears
                      hardship or injustice will result to either of the parties."
                      Snow v. Corsica Construction, 459 Pa. 528, 532, 329 A.2d 887,
                      889 (1974).   Further, a party will not be granted specific
                      performance if the evidence is so uncertain, inadequate,
                      equivocal, ambiguous, or contradictory as to render findings or
                      legitimate inferences therefrom mere conjecture. Barnes v.
                      ·McKellar, 434 Pa.Super. 597, 644 A.2d 770, 776 (1994).
                           In terms of the allowance of independent evidence to define
                      the meaning of a written contractual term, it is well founded
                      that the parol evidence rule applies when a party alleges an
                      oral agreement that is inharmonious with the print itself.           Our
                      Supreme Court has stated:
       53Rl1
    JUDICIAL               Where the parties, without any fraud or mistake, have
    DISTRICT
                           deliberatelf]~/tlR~liH~ngagements in writing, the law

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   PENNSYL..VANIA
                                      2012 NOV 3 0 A 8: 2 3   13

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                           declares the writing to be not only the best, but the only,
                           evidence of their agreement. All preliminary negotiations,
                           conversations and verbal agreements are merged in and
                           superseded by the subsequent written contract ... and
                           unless fraud, accident or mistake be averred, the writing
                           constitutes the agreement between the parties, and its
                           terms and agreements cannot be added to nor subtracted from
                           by parol evidence.

                     Yocca v. Pittsburgh Steelers Sports, Inc., 578 Pa. 479, 497, 854
                     A.2d 425, 436 (2004) (quoting Gianni v. Russell s Co., 281 Pa.
                     320, 126 A. 791, 792 (1924)) (emphasis added).

                        C. Applioa tion
                           Before addressing the defenses raised by Defendants, due to
                     the oft-conflicting testimony of the parties in this matter, the
                     Court feels it prudent to make several determinations of both
                     law and fact.
                           Initially, the Court finds that Defendants had legal
                     capacity to contract.        Despite being in their mid-eighties,
                     Defendants had no documented medical history of Alzheimer's
                     Disease or any other similar ailment that would render them
                     legally unable to understand the gravity of contract
                     negotiations.     The Court realizes that Defendants were hard of
                     hearing and a bit forgetful, but such is not uncommon from
                     individuals of their age.            To hold that these factors, without
                     more, justify contract rescission, would be to strip many of the
                     Commonwealth's seniors from utilizing their right to bargain.
                     See Taylor v. Avi, 415 A.2d 894 (Pa.Super. 1979)            (holding that
                     neither infirmity nor old age is a per se indication of
                     incapacity).    The Court is also persuaded by the fact that there
                     is no record of Defendants being incapacitated when entering
                     into a gas lease only a few short weeks after the Agreement.
                          Additionally, the Court is not persuaded by Mr. Thomas'
       53RD          statement that he believed the parties traveled to Attorney
    JUDICIAf.
    DISTRICT
                     Robert Clark'~ lt?~!l.f<OOIIBUr.Athe sole purpose of discussing the

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  PENNSYLVANIA
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                          rental of the farmhouse.                     Pre-Agreement negotiations, as well as
                          the testimony of his own wife, Clark and Plaintiff all indicate
                          otherwise.    As such, the Court finds that all parties were well
                          aware of the purpose of the April 29th meeting at Clark's office.
                                The Court further finds that Mrs. Thomas' signature on the
                          Agreement was scribed solely by her.                     Her testimony that several
                          letters in her last name appeared to be "changed" does not
                          warrant a contrary finding; especially considering that both
                         Attorney Clark and Plaintiff testified that she signed in their
                         presence.     Accordingly, the Court holds that all parties signed
                         the Agreement in each other's company.
                               Defendants' first defense is that there was no meeting of
                         the minds as to the material term of their right to live in the
                         farmhouse after closing.                      If the Agreement is enforceable, the
                         parties must have agreed upon the material details of the
                         bargain, thereby making the nature and extent of the mutual
                         obligations certain.                  See Lackner v. Glosser, 892 A.2d 21, 30
                          (Pa.Super. 2006).            The Court will address this claim despite it
                         possibly being moot, due to the fact that Defendants do not
                         reside on the Property at this point in time, and the likelihood
                         that Mrs. Thomas ever will again is slight.
                               The Agreement itself provided for a $250.00 monthly lease,
                         wherein Defendants would pay all utilities.                     While this would
                         seem to indicate a month-to-month lease terminable by either
                         party, the evidence provided to the Court suggests the written
                         language was contrary to the true intent of the parties.                           Hence,
                         said provision can be classified as a mistake in
                         memorialization, allowing for the use of parol evidence.                           See
                         Yocca v.   Pittsburgh Steelers Sports, Inc., 578 Pa. 479, 497, 854
                         A.2d 425, 436 (2004).
        53RP
     JUDICIAL                  Plaintiff stated that, from the onset of preliminary
     DISTRICT
                         negotiations, Def~ti_c[<{ht:GR\ii'l:i.t:M.l-it known that they wished to
. AWRf;NCE   COC..JNTY
   PE::NNSYLVANIA                          20!2 NOV 30 A 8: 2315

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                     reside in the farmhouse for as long as they so chose.         Desiring
                     the land solely for farming purposes, Plaintiff never objected
                     to this demand.     After Defendants rebuked his counter offer of a
                     $50,000.00 reduction in the purchase price of the Property in
                     exchange for them retaining said right, a $250.00 per month
                     agreement, plus utilities, terminable at Defendants' will, was
                     reached in Attorney Clark's office on April 29th.     The testimony
                     of both Plaintiff and Clark indicate that this term was reached
                     after lengthy discussion, with Clark subsequently reading the
                     term to the parties after the contract was revised.       Even Mrs.
                     Thomas agreed that this very term as assented to.      Therefore,
                     the Court finds that Defendants were entitled to exactly what
                     they desired:     the right to live in the farmhouse for as long as
                     they so chose, at a rate of $250.00 per month.      Accordingly,
                     this defense is meritless.
                          Defendants next assert that there was no meeting of the
                     minds as to the material term of the disposition of mineral
                     rights.   For several reasons,   the Court finds this argument to
                     be misguided.
                          Initially, Plaintiff stated that, prior to the Agreement,
                     Mr. Thomas informed him of a pre-existing gas lease that netted
                     approximately $1,000.00 per year, and that, should they agree to
                     a deal, the lease would transfer with the Property.       Neither
                     Defendant mentioned this conversation in their depositions.
                          Both Plaintiff and Attorney Clark testified that Plaintiff
                     informed Clark that he was desirous of obtaining mineral rights
                     in order to prevent future strip mining on the Property.          The
                     proposed Installment Agreement was silent as to mineral rights,
                     as Attorney Clark felt that such a provision was not necessary
                     for said rights to transfer.     Although Attorney Clark was
       531<!)
    JUDICIAL
    DISTRICT
                                 FILED/ORIGINA:.

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   PENNSYLVANIA
                               20l2 HOV 30 A 8: 23     16

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                                  0RO
                                      MW CLERK
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                         correct in this regard,10 a clause expressly denoting the
                         transfer of said rights was added to the April 29th Agreement.
                              Pertaining to Attorney Clark's reading of the contractual
                         terms to the parties, though Defendants both testified to the
                         contrary, the Court finds the testimony of Clark and Plaintiff
                         to be the more credible evidence.     Both Clark and Plaintiff
                         stated that Clark summarized each paragraph of the drafted
                     Agreement.      It can be inferred, then, that the paragraph
                     pertaining to mineral rights was read aloud to Defendants.
                     Cognizant of Defendants' hearing issues, Clark stated that he
                     was sure to repeat any provisions that they did not initially
                     comprehend.      When the parties asked questions, Clark answered.
                     When the parties requested (and later agreed upon) certain
                     changes, Clark made the alterations and read them to the
                     parties.     While most of the changes were in regard to the
                     leasing provision, there is no evidence that Defendants
                     requested any changes to the paragraph expressly providing for
                     the transfer of such rights.
                             These facts, coupled with the aforementioned discussion
                    wherein Mr. Thomas indicated to Plaintiff that a prior gas lease
                    would transfer upon sale, provides this Court with enough
                    evidence to infer that Defendants were aware that they were
                    indeed transferring mineral rights.          Accordingly, it cannot be
                    said that there was no meeting of the minds as to the material
                    term of the transfer of mineral rights.           As such, all material
                    terms were agreed upon and a valid Agreement exists.
                             Finally, Defendants assert that the inequitable, unjust,
                    and/or unconscionable nature of the events both precedent and
                    subsequent to the Agreement preclude specific performance.

     53RD           10see
   JUDICIAL               21 P.S. §3 (stating that, subject to a provision to the contrary,     the
   DISTRICT         seller of reaf/E[tf16Rlt9rft(f his property in its entirety).

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                                   TLEN I. MORGM<
                                   :irw Mm Cl.ERK
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                            Having already held that Attorney Clark read, and that
                            Defendants understood, the material terms of the Agreement, the
                            remainder of this argument hinges on Defendants' relationship
                            with Clark, and whether that relationship makes specific
                            performance inequitable.           The Court notes that its role in this
                         matter is not to determine Attorney Clark's conduct as it
                         relates to professional ethical rules, but rather to determine
                        how said conduct impacted the negotiations surrounding the
                        Agreement .11
                                While "no rule applicable to all cases can be announced.
                             specific relief will be granted if apparent that, in view of
                        all the circumstances, it will subserve the ends of justice, and
                        will be withheld where, on a like view, it appears hardship or
                        injustice will result to either of the parties.               Snow v. Corsica
                        Construction, 459 Pa. 528, 532, 329 A.2d 887, 889 (1974)
                            (emphasis added).        More generally, equity regards as done that
                        which ought to be done.               The Court holds that the equities lie
                        with specific enforcement.
                                Attorney Clark represented Defendants in four varying
                       matters, beginning in 2005 and ending in late 2009.                  It is
                       uncontroverted that Clark never disclosed to Defendants that he
                       was not representing them in the instant matter, and that
                       Defendants viewed him as their "family attorney."                 These
                       factors, then, would seemingly make Defendants ripe to be fooled
                       into agreeing to terms unilaterally favoring Plaintiff.                    The
                       credible evidence, however, indicates that this was not the
                       case.       Attorney Clark's representation of Plaintiff here can
                       hardly be characterized as the type of zealous advocacy that
                       11Because
                                  the Rules of Professional Conduct do not provide any substantive
                       right of civil action, they will not again be referenced in this Opinion.
      53RD
                       See Maritrans G.P., Inc. v. Pepper, Hamilton & Scheetz, 602 A.2d 1277 (Pa.
   JUDICIAL            1992); Reilly by Reilly v. Southeastern Pennsylvania Transportation
   DISTRICT            Authority,    4~~U:ir.?otf(Ci1iN)fr,
                                                       1985) ,

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                                   2012 NOV 30 A fl: 23             18
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                            most typically conjure when defining the role of an attorney:
                            he was simply a legal means to finalizing the terms that the
                           parties themselves agreed upon.
                                 The record indicates that, as distant neighbors, the
                           parties in this transaction had an amicable relationship (at
                           least prior to the April 23, 2010 proposed Installment
                           Agreement).     Mr. Thomas knew Plaintiff since he was a child,
                           allowed him permission to hunt on the Property, and the parties
                           had a longstanding oral leasing contract.            Wanting the Property
                           to be utilized for farming after it was sold, it was Mr. Thomas
                           who telephoned Plaintiff           in the spring of 2010, indicating that
                           he was interested in selling, and that, for the abovementioned
                           reason, he specifically wanted Plaintiff to be the purchaser.
                                 After meeting with Defendants in their home, Plaintiff
                           learned that they wanted $350,000.00 and the right to live in
                           the farmhouse for as long as they chose.           Plaintiff knew
                           Defendants had used Attorney Clark in the past, and believed
                           Clark could smoothen the legal process to get the deal done.
                           Plaintiff used Clark's services as a mere "means to an end,n not
                           as a shrewd negotiator to secure a better deal for himself
                           (notably, the record indicates that the April 23, 2010 \\counter
                           offern of $300,000.00 was not the design of Attorney Clark, but
                           rather Plaintiff).
                                When Defendants refused the counter offer, Plaintiff
                           directed Clark to draw up a new proposal.           After driving
                           Defendants to Clark's office, the parties negotiated several
                           changes while Clark presided.           There is no evidence to indicate
                           that any of these changes were made solely to benefit Plaintiff,
                           or that either Clark or Plaintiff unduly pressured Defendants
                           into agreeing to them.
         53RO
      JUDICIAL                  After the terms were finalized, Clark informed Defendants
      DISTRICT
                           that they had ~1h£DcfJY~JQfijAlty to have the contract reviewed
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                                         20!2 NOV 3 0 A 8: 2ti      19


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                     before signing (though he could not recall whether he
                     specifically said 11by another attorney"). Aware of this
                     suggestion, Defendants were adamant that they were already
                     satisfied with all terms and signed the Agreement immediately
                     thereafter.
                          Further, Attorney Clark's letter to Defendants stating that
                     it would be "unusual" for a gas leasing company to want to renew
                    a lease prior to an old one's expiration had no impact on the
                    terms of April 29th Agreement, as it was sent the following
                    month.   The fact that Defendants ignored the letter by not
                    responding to Clark and signing the May 27, 2010 gas lease only
                    strengthens the finding that said correspondence did nothing to
                    prejudice them.
                          In essence, Defendants were to receive the two main things
                    they desired before Attorney Clark came into the picture:
                    $350,000.00 due upon closing, and the right to live in the
                    farmhouse for as long as they chose.           Further, the paragraphs
                    regarding mineral rights and remedies for default, which are
                    typical in real estate contracts, were both read aloud and
                    assented to.     Defendants knew exactly what they were giving up
                    that day, and they did so understandingly and voluntarily.                 The
                    Court therefore holds for Plaintiff on the issue of specific
                    performance and attorney's fees.           Additionally, the Court finds
                    that Plaintiff's statement that Mr. Thomas informed him that it
                    would not be necessary to pay for the 2010 leasing of the
                    Property to be credible:         hence Defendants' counter claim for
                    damages for breach of said lease are denied.
                         Though it    is probable that the Property would have been
                    worth substantially more than the agreed-upon price had it not
                    been sold for another month, this cannot be taken into
     5JRD
  JUDICIAL          consideration, as the fact that Defendants "found a more
  DISTRICT
                    profitable w{,Y.~Q/Qqtf~Hiii&ng of the property in question does not
WRENCE   COlJN'TY
~ENNSYL.VANIA
                              2012 NOV 30 A 8: 2LI        20

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                     supply the equitable considerations that would cause a court to
                     deny specific performance."         Snow v. Corsica, 459 Pa. 528, 329
                     A.2d 887, 890 (1974).    At the moment of signing on April 29,
                     2010, Plaintiff became the equitable owner of the Property, and
                     is hence entitled to any benefit accruing to it between even
                     date and the date of conveyance.          See Zitzelberger v. Salvatore,
                     458 A.2d 1021, 1023, 312 Pa.Super. 402, 405 (1983); Byrne v.
                     Craig, 332 A.2d 472, 474, 231 Pa.Super. 531, 535 (1974); DiDonato
                     v. Reliance Standard Life Ins. Co., 433 Pa. 221, 224, 249 A.2d
                     327, 329 (1969).   Because the gas lease Defendants signed with
                     East Coast Resources, LLC, accrued subsequent to the Agreement,
                     Plaintiff is entitled to all of its benefits.          As such, the cost
                     of the Property in the Agreement is reduced by the sum of the
                     advanced royalties paid to Defendants, and the gas lease is
                     hereby assigned to Plaintiff.




     53RD
   JUDICIAL
   DISTRICT                         FILED /ORIGIN Al

1WRENCE    COUN"fY                20!2 NOV 30 A 8: 2LJ    21
 PENNSYLVANIA


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                                                                                               Circulated 11/05/2015

          . \\·l,\~j                                       :1
                                                              t'

         , ~\~!' ,r '.


                                           SCOTT SNYDER,                        IN THE COURT OF COMMON PLEAS

                                                        Plaintiff               LAWRENCE COUNTY, PENNSYLVANIA

                                           vs.                                  NO. 11091 of 2010,   C.A.g.:\,.
                                           GEORGE M. THOMAS, III,
                                           Executor of the Estate of                                         J

                                           GEORGE M. THOMAS, JR., and
                                           DOROTHY THOMAS,

                                                        Defendants
                                                                         ORDER OF COURT

                                           AND NOW, this   :)t/"1,1, day of in:rvthbv , 2012, this case being
                                           before the Court on October 9, 2012, for a bench trial on a
                                           Demand filed by the Plaintiff, Scott Snyder, appearing with his
                                           attorney,    Phillip L.   Clark, Jr., Esq., and the Defendants,
                                           George M. Thomas, Jr. and Dorothy Thomas, represented by the
                                           Executor of their Estate, George M.      Thomas, III,   appearing with

                           r-o
                                           their attorneys, Bradley S.      Dornish, Esq., and Charles C. Bell,
         "'   "            =
                           F:3             Esq.,    after consideration of said trial and the evidence of
 . ~: ; !~ ~}              ;~
 :·~, i·q                  CJ
  '. ... > :-;r:
                           -<:::           record, the Court makes the within Findings of Fact, and enters
 -~
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         -·            C)
                           L.•J
                                           the following Order in accordance with the attached Opinion, and
   "")::-:..
   .. C)               )>                  it is hereby ORDERED, ADJUDGED, and DECREED as follows:
   11 :~o
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 .,.;::, )>            /',)
                                       J
         :/~           • ..u
                                       r         1. Pursuant to the April 29, 2010 Installment Agreement of
                                                   Sale entered into by the parties,   Plaintiff's request for
                                                   specific performance of Defendants' property, situated at
                                                   224 State Route 956 in Slippery Rock, Pennsylvania, is
                                                   GRANTED.
                                                 2. Plaintiff's request for a $176,000.00 reduction in the
                                                   purchase price of the aforementioned property, that sum
                                                   representing the amount of advanced royalties     paid to
                                                   Defendants by East Coast Resources, LLC as a result           of a
                   53rH>
           JUDICIAL                                gas leasing contract signed on May 27, 2010, is GRANTED.
           DISTRICT




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                          3. Plaintiff's request for an assignment of the May 27, 2010
                            gas leasing contract between Defendants and East Coast
                            Resources, LLC is GRANTED.
                          4. Plaintiff's request for attorney's fees, based on the
                            contractual language of the April 29, 2010 Installment
                            Agreement of Sale is GRANTED.              Defendants are ordered to
                            pay such fees in the amount of $7,122.50, this number being
                            based on evid~nce provided by Plaintiff's counsel at trial.
                            The Court will consider an additional motion for any fees
                            incurred for counsel's services on or after the date of
                             trial.
                          5. Defendants' counter claim for damages in the amount of
                            $3,250.00, based on Plaintiff's failure to pay for his 2010
                            leasing of 65 acres of the property in dispute is DENIED.
                          6. The Clerk of Courts shall properly serve notice of this
                            Order and attached Opinion upon counsel of record; and if a
                            party has no counsel, then upon said party at their last
                            known address as contained in the Court's file.




                                                                 BY THE COURT:




                     ac                                          John W. Hodge, J.




     53RD
   JUDICIAL
   DISTRICT

                                       r ! [_[0 I ORIG IN i\l_
A..WAENCE   COUNTY
   PENNSYLVANIA
                                     2012 NOV 30 A 8: 23

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