Hanaway v. Parkesburg Grp., LP, 2564 EDA 2014

• Citation: 132 A.3d 461
• Decision Date: 15 December 2015
• Docket Number: No. 2564 EDA 2014,2564 EDA 2014
• Parties: Lynn J. HANAWAY and Connie Hanaway, Appellants v. The PARKESBURG GROUP, LP; Parke Mansion Partners, LP; Sadsbury Associates, LP; Parke Mansion, LLC; and T.R. White, Inc., Appellees.
• Court: Superior Court of Pennsylvania

132 A.3d 461

Lynn J. HANAWAY and Connie Hanaway, Appellants

v.The PARKESBURG GROUP, LP; Parke Mansion Partners, LP; Sadsbury Associates, LP; Parke Mansion, LLC; and T.R. White, Inc., Appellees.

No. 2564 EDA 2014

Superior Court of Pennsylvania.

Argued March 17, 2015.

Filed Dec. 15, 2015.

Stephen M. Howard, Lansdale, for appellants.

James H. Steigerwald, Philadelphia, for appellees.

BEFORE: BOWES, DONOHUE, AND STABILE, JJ.

OPINION BY BOWES

, J.:

Lynn J. Hanaway and Connie Hanaway appeal from the judgment entered August 14, 2014, in favor of Appellees and dismissing their equity claims following a non-jury trial. They also challenge the January 23, 2014 grant of summary judgment on their contract and tort claims. After careful consideration, we affirm in part, reverse in part, and remand for further proceedings consistent herewith.

In May 1998, the Hanaways, together with general partner T.R. White, Inc. ("T.R. White") and several individuals and entities who are not parties herein, formed Sadsbury Associates, L.P. ("Sadsbury"), a limited partnership, for purposes of developing and selling real estate. The Hanaways were among several limited partners. In October 2005, Lynn Hanaway approached general partner T.R. White with a potential development project, which the parties refer to as "the Subdivision." T.R. White, the Hanaways, and the other limited partners of Sadsbury Associates, L.P., formed The Parkesburg Group, L.P. ("TPG"), to pursue the project. The Hanaways owned 32.4% of TPG.

The Subdivision was originally intended to consist of three separate properties: 1) the Davis Tract, a 43–acre parcel of unimproved land; 2) the Loue Tract, a 17–acre parcel of unimproved land; and 3) the Quarry, an 11.6–acre parcel, which was owned by the Hanaways and which TPG had an option to purchase for $180,000. TPG had options to purchase the Davis and Loue Tracts for no less than $850,000 and $800,000, respectively.

TPG acquired the Davis Tract on July 11, 2006, and obtained preliminary approvals for a townhome subdivision on that property. Thereafter, TPG received several written offers from various real estate developers for the 343 lots comprising the Davis Tract, as well as some offers that included the Loue parcel. TPG did not pursue the offers. In February 2007, the Hanaways, through their counsel, notified T.R. White that the option on the Quarry had expired and that they would no longer include that property as part of the Subdivision for development. T.R. White then called for capital to exercise the option to purchase the Loue parcel in order to continue the project, but the Hanaways and the other limited partners refused to contribute.¹

Lacking funds to continue with the project, T.R. White, who had "full, exclusive and complete discretion in the management and control of" TPG, advised the Hanaways by correspondence dated September 25, 2007, that it intended to get an independent appraisal and sell the Davis Tract and the option for the Loue parcel together. See LPA at ¶ 6.2. On November 29, 2007, TPG sold the Davis property and the Loue option to Parke Mansion Partners, LP ("PMP") for $1.9 million. PMP was a limited partnership created by T.R. White and all of the limited partners of TPG with the exception of the Hanaways. PMP exercised the option to purchase the Loue Tract for $800,000 the following day. The Hanaways pled that the agreement to transfer the properties to PMP was made without their knowledge or consent and that Appellees intentionally concealed this transfer from them. Complaint, ¶ 43.

On February 11, 2011, two and one-half years after the transfer of the Davis Tract and Loue option to PMP, the Hanaways filed a complaint against TPG, PMP, Sadsbury, and T.R. White, Appellees herein. They alleged breach of contract, conversion, and breach of fiduciary duty, and sought an accounting, appointment of a receiver, and alternative equitable relief. The Hanaways had originally invested $316,216.22 in TPG, but upon its liquidation only received $196,083.20. They sought to recover the $120,000 deficit in the value of their investment in the real estate development project, which they contended was sold significantly below market value by T.R. White on behalf of TPG in order to eliminate the Hanaways' ownership interest in the real estate. Partial summary judgment was granted in favor of all Appellees on the conversion and breach of fiduciary duty counts based on the expiration of the two-year statute of limitations for tort claims and on the contract count for failure to state a claim.

A bench trial commenced on July 7, 2014, on the remaining claims for equitable relief. On August 14, 2014, the court found in favor of Appellees, concluding, inter alia, that the doctrine of laches barred the Hanaways' equity claims. No post-trial motions were filed. The Hanaways appealed to this Court on September 3, 2014, and complied with the trial court's order to file a Pa.R.A.P.1925(b)

concise statement of errors complained of on appeal. The Hanaways present five issues for our review:

I. Where a partnership agreement contained a requirement that all notices to parties be made by personal delivery or sent by registered mail and the general partner sent only a vague notice of a sale of real estate by regular mail, did the lower Court commit an error of law by ruling that the Plaintiffs received proper notice of the sale based upon constructive or actual knowledge so as to commence the running of the statutory period of limitations?

II. Where a deed conveys real estate from one partnership where the Plaintiffs were partners to another partnership (surreptitiously established by all the partners of the conveying partnership except the Plaintiffs) and the deed conveying the real estate sets forth only the names of the grantor LP and the grantee LP, not the underlying owners of each entity, did the Court commit an error of law by finding that the deeds provided constructive notice of the transfer to the Plaintiffs sufficient to commence the running of the statutory period of limitations?

III. Where the Defendants concealed material facts and information concerning the transfer of the real estate, failed to comply with the notice requirements of the partnership agreement for the transfer of the real estate, withheld information regarding ownership of the transferee entity, extensively misrepresented financial ownership regarding the distribution of the proceeds from the sale of the real estate and continued to improperly withhold information and documents after the Complaint was filed, did the Court abuse its discretion in determining that the discovery rule or the concealment doctrine did not preclude the running of the statutory period of limitations?

IV. If the trial judge improperly ruled as a matter of law that the lapse of the statute of limitations precluded the assertion of Plaintiffs' tort claims, did the Court also commit an error of law by dismissing Plaintiffs' claims in equity based upon the theory of laches solely in reliance upon the expiration of the statute of limitations for Plaintiffs' tort claims?

V. Where the partnership agreement guaranteed that Plaintiffs would receive 32.4% of the partnership profits and the Defendants sold real estate of the partnership in a bad faith transaction to another partnership (consisting of the same partners who owned the grantor except for Plaintiffs) at a price nearly six million dollars below fair market value, did the trial judge commit an error of law by ruling that the Defendants did not breach the duty of good faith in every contract?

Appellants' brief at 3–4.

The Hanaways' first three issues challenge the propriety of the trial court's dismissal of their conversion and breach of fiduciary duty claims as time-barred by the two-year tort statute of limitations. "Summary judgment is appropriate only in those cases where the record clearly demonstrates that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law." Atcovitz v. Gulph Mills Tennis Club, Inc., 571 Pa. 580, 812 A.2d 1218, 1221 (2002)

; Pa.R.C.P. 1035.2(1). In ruling on a motion for summary judgment, "the trial court must resolve all doubts as to the existence of a genuine issue of material fact against the moving party," and grant summary judgment only "where the right to such judgment is clear and free from all doubt." Id.

On appeal,

we may reverse a grant of summary judgment if there has been an error of law or an abuse of discretion. But the issue as to whether there are no genuine issues as to any material fact presents a question of law, and therefore, on that question our standard of review is de novo. This means we need not defer to the determinations made by the lower tribunals. Weaver v. Lancaster Newspapers, Inc., 592 Pa. 458, 926 A.2d 899, 902–03 (Pa.2007)

(internal citations omitted). To the extent that this Court must resolve a question of law, we shall review the grant of summary judgment in the context of the entire record. Id. at 903.

Summers v. Certainteed Corp., 606 Pa. 294, 997 A.2d 1152, 1159 (2010)

.

The Hanaways mount a multi-pronged attack on the trial court's ruling that their tort claims were time barred. Initially, they contend that since TPG's notice of the transfer of the Davis Tract and Loue option by first class mail did not comply with the express written notice requirements of the Limited Partnership Agreement ("LPA"), the statute of limitations did not commence to run and summary judgment was improper on that basis. Appellees counter that whether notice was sent by registered or certified mail is irrelevant to a determination of when the statute of limitations began to run since the limitations period commences when one knows or reasonably should know that a cause of action has accrued. They contend that the Hanaways cannot avail themselves of the tolling provisions of the discovery rule because they had actual knowledge as well as...