J-S63017-14


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

EUGENE FALASCO                                     IN THE SUPERIOR COURT OF
                                                         PENNSYLVANIA
                            Appellant

                       v.

WILBERT F. O’DELL, III AND SUZANNE
R. O’DELL

                            Appellee                    No. 401 MDA 2014


              Appeal from the Judgment Entered January 30, 2014
                In the Court of Common Pleas of Berks County
                        Civil Division at No(s): 99-07414


BEFORE: BOWES, J., PANELLA, J., and PLATT, J.*

MEMORANDUM BY PANELLA, J.                          FILED NOVEMBER 13, 2014

        Appellant, Eugene Falasco, appeals from the judgment entered after a

non-jury trial before the Honorable Paul M. Yatron, Court of Common Pleas

of Berks County. After careful review, we affirm.

        On December 5, 1991, Falasco entered into a written installment

contract to purchase approximately 20 acres of land from Appellees, Wilbert

F. and Suzanne R. O’Dell.            Pursuant to the contract, Falasco received

immediate possession of the property and paid an initial down payment of

$1,000 of the $215,000 contract price to the O’Dells. Falasco was required



____________________________________________


*
    Retired Senior Judge assigned to the Superior Court.
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to pay the balance of the contract price within 18 months, at which time the

deed would be transferred to Falasco’s name.

      The parties agree that the intention of the contract was to allow

Falasco to sub-divide and develop the property.      The contract explicitly

placed the liability for all expenses associated with sub-dividing and

developing the property upon Falasco. Furthermore, the contract provided

that in the case that Falsaco failed to pay the balance of the purchase price

within 18 months, the O’Dells had

      [t]he right to terminate this agreement and to demand
      immediate possession of said premises upon thirty (30) days’
      written notice, and thereupon all rights and obligations under
      this agreement shall cease and terminate, and all payments
      made by [Falasco] shall be retained by [the O’Dells] as
      liquidated damages.

Installment Land Contract, 12/5/91, at ¶ 11.

      It is undisputed that Falasco has never made any further payments on

the installment agreement to the O’Dells. It is also undisputed that Falasco

expended some amount of money on improvements to the property,

although the O’Dells contend that the improvements did not increase the

value of the property.

      In 1999, the O’Dells discussed the status of the property with Falasco.

While a new contract price for a smaller parcel of the property was

discussed, it was not reduced to writing. On July 28, 1999, Wilbert O’Dell

wrote to Falsaco, informing him that the property had been sold to a third

party, and indicating that the purchasers had been told not to remove

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anything from the premises until the purchase was finalized. According the

agreement of sale with the third party, settlement was scheduled for

November 22, 1999.

        Falasco filed a lis pendens against the property, and on September 20,

1999, filed the instant complaint against the O’Dells, alleging breach of

contract, unjust enrichment, and unfair trade practices.1       The case finally

proceeded to a bench trial on July 29, 2013, after which the trial court found

in favor of the O’Dells on all three remaining counts. Falasco subsequently

filed post-verdict motions, which the trial court denied. After judgment was

entered, Falasco filed this timely appeal.

        On appeal, Falasco argues that the trial court erred in finding in favor

of the O’Dells on his claims for breach of contract and unjust enrichment.

Our scope and standard of review of these claims is well-defined.

        Our appellate role in cases arising from non-jury trial verdicts is
        to determine whether the findings of the trial court are
        supported by competent evidence and whether the trial court
        committed error in any application of the law. The findings of
        fact of the trial judge must be given the same weight and effect
        on appeal as the verdict of a jury. We consider the evidence in a
        light most favorable to the verdict winner. We will reverse the
        trial court only if its findings of fact are not supported by
        competent evidence in the record or if its findings are premised
        on an error of law. We will respect a trial court’s findings with
        regard to the credibility and weight of the evidence unless the
        appellant can show that the court’s determination was manifestly
        erroneous, arbitrary and capricious or flagrantly contrary to the
        evidence.
____________________________________________


1
    Falasco later withdrew a fourth claim for specific performance.



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J.J. DeLuca Company, Inc. v. Toll Naval Associates, 56 A.3d 402, 410

(Pa. Super. 2012) (quotation marks, formatting, and citations omitted).

      Turning to the merits, the trial court found against Falasco on his

breach of contract claim.   Interpretation of a contract poses a question of

law and our review is plenary. See Charles D. Stein Revocable Trust v.

General Felt Industries, Inc., 749 A.2d 978, 980 (Pa. Super. 2000). “In

construing a contract, the intention of the parties is paramount and the court

will adopt an interpretation which under all circumstances ascribes the most

reasonable, probable, and natural conduct of the parties, bearing in mind the

objects manifestly to be accomplished.” Id. (citation omitted).

      To give effect to the intent of the parties, we must start with the

language used by the parties in the written contract.          See Szymanski v.

Brace, 987 A.2d 717, 722 (Pa. Super. 2009).              Generally, courts will not

imply a contract that differs from the one to which the parties explicitly

consented. See Kmart of Pennsylvania, L.P. v. M.D. Mall Associates,

LLC, 959 A.2d 939, 944 (Pa. Super. 2008). We are not to assume that the

language of the contract was chosen carelessly or in ignorance of its

meaning. See id.

      Where the language of the contract is clear and unambiguous, a court

is required to give effect to that language. See Prudential Property and

Casualty Ins. Co. v. Sartno, 903 A.2d 1170, 1174 (Pa. 2006). Contractual

language   is   ambiguous   “if   it   is   reasonably   susceptible   of   different

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constructions and capable of being understood in more than one sense.”

Hutchison v. Sunbeam Coal Co., 519 A.2d 385, 390 (Pa. 1986) (citation

omitted).

      As noted above, under paragraph 11 of the agreement, the O’Dells had

the right to terminate the contract at any time after Falasco failed to pay the

purchase price within 18 months. Falasco focuses on the O’Dells’ failure to

give him 30 days’ notice prior to selling the property to a third party.

However, a close reading of the contract reveals that Falasco misinterprets

the notice requirement.

      Paragraph 11 states that the O’Dells were entitled to terminate the

agreement and demand immediate possession upon 30 days’ written notice

after Falasco breached the payment condition. There is no requirement that

the O’Dells provide Falasco with an opportunity to cure. In fact, the contract

provides that all of Falasco’s rights under the contract ceased upon the

provision of the notice. Thus, when the O’Dells provided written notice of

the sale of the property to a third party, and informed Falasco that he had

until the sale was consummated to remove his personalty from the property,

the O’Dells complied with the terms of the contract.

      Furthermore, the trial court found that Falasco’s testimony regarding

subsequent oral contracts with the O’Dells not credible. Falasco has failed to

demonstrate on appeal that this credibility finding was manifestly erroneous,




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arbitrary, capricious, or flagrantly contrary to the evidence. Thus, Falasco’s

first issue on appeal merits no relief.

      Falasco also argues that the trial court erred in finding that he was not

entitled to relief pursuant to unjust enrichment.    Whether the doctrine of

unjust enrichment applies depends on the unique factual circumstances of

each case.    See Schenck v. K.E. David, Ltd., 666 A.2d 327, 328 (Pa.

Super. 1995). A claim for unjust enrichment arises from a quasi-contract.

See Stoeckinger v. Presidential Fin. Corp. of Delaware Valley, 948

A.2d 828, 833 (Pa. Super. 2008). Quasi-contracts are to be distinguished

from express contracts or contracts implied-in-fact as follows:

      A quasi-contract imposes a duty, not as a result of any
      agreement, whether express or implied, but in spite of the
      absence of an agreement, when one party receives unjust
      enrichment at the expense of another. In determining if the
      doctrine applies, we focus not on the intention of the parties, but
      rather on whether the defendant has been unjustly enriched.
      The elements of unjust enrichment are “benefits conferred on
      defendant by plaintiff, appreciation of such benefits by
      defendant, and acceptance and retention of such benefits under
      such circumstances that it would be inequitable for defendant to
      retain the benefit without payment of value.”           The most
      significant element of the doctrine is whether the enrichment of
      the defendant is unjust; the doctrine does not apply simply
      because the defendant may have benefited as a result of the
      actions of the plaintiff. Where unjust enrichment is found, the
      law implies a quasi-contract which requires the defendant to pay
      to plaintiff the value of the benefit conferred. In other words,
      the defendant makes restitution to the plaintiff in quantum
      meruit.

Lackner v. Glosser, 892 A.2d 21, 33-34 (citations omitted).




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      In the present case, the trial court specifically found that Falasco failed

to prove that the O’Dells were enriched through his efforts, or that any such

enrichment was unjust.     We need not reach the trial court’s conclusion on

proof of damages, as its conclusion that any such damages are not unjust

under the circumstances is amply supported by the record.           Falasco had

admittedly enjoyed possession of the property for 20 years at the time of

trial while only paying $1,000, or 1/215th of the purchase price, to the

O’Dells during that time.       We cannot conclude that the trial court’s

conclusion that any enrichment enjoyed by the O’Dells was not unjust is

manifestly erroneous, arbitrary and capricious, or flagrantly contrary to the

evidence. Falasco’s final issue on appeal merits no relief.

      As we conclude that neither of Falasco’s issues on appeal merit relief,

we affirm the judgment.

      Judgment affirmed. Jurisdiction relinquished.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 11/13/2014




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