Patel v. Kandola Real Estate, LP

• Decision Date: 08 November 2021
• Docket Number: 260 MDA 2021
• Citation: 271 A.3d 421
• Parties: Harshad PATEL, Appellant v. KANDOLA REAL ESTATE, LP ; Gary Kandola a/k/a Gurvinder Kandola; Express Auto Truck Stop, LLC; Express Fuel Distributors Corporation; Regal Consulting Corporation
• Court: Pennsylvania Superior Court

271 A.3d 421

Harshad PATEL, Appellant

v.KANDOLA REAL ESTATE, LP ; Gary Kandola a/k/a Gurvinder Kandola; Express Auto Truck Stop, LLC; Express Fuel Distributors Corporation; Regal Consulting Corporation

No. 260 MDA 2021

Superior Court of Pennsylvania.

Argued October 25, 2021

Filed November 8, 2021

Reargument Denied January 11, 2022

James A. Salemme, Pittsburgh, for appellant.

Kevin Hall, Lemoyne, for appellant.

Jerry A. Philpott, Duncannon, for appellees.

Michael A. Malia, Fairfield, for Regal Consulting Corporation, appellee.

BEFORE: BENDER, P.J.E., MURRAY, J., and STEVENS, P.J.E.^*

OPINION BY STEVENS, P.J.E.:

Appellant Harshad Patel appeals from the Order entered in the Court of Common Pleas of Perry County on January 29, 2001, granting summary judgment in favor of Kandola Real Estate, LP (Kandola Real Estate); Gary Kandola a/k/a Gurvinder Kandola (Gary Kandola); Express Auto Truck Stop, LLC (Express Auto); Express Fuel Distributors Corporation (Express Fuel) (collectively "Kandola") and Regal Consulting Corporation (Regal) (collectively "Appellees"). Following our review, we affirm.

In 2014, Appellant and his son Sachin Patel were interested in purchasing a business. After seeing an advertisement on the Internet, Appellant contacted a representative of Regal, which is in the business of acting as the sales agent for businesses, to inquire about a gas station and truck stop complex. Kandola owned the real estate associated with the complex.

A one and one-half page prospectus prepared by Regal indicated the truck stop complex contained a "super volume" gas station and a "high volume" convenience store. The prospectus also made representations as to the approximate gross and net yearly income of the complex, which Appellant maintains were materially false.

In the course of negotiations between Appellant and Gary Kandola, Appellant received two separate spreadsheets purporting to contain financial information for the complex for 2014. Appellant executed a Lease Agreement with Kandola on April 15, 2015, and on that date, Appellant paid a deposit of $200,000 and later paid an additional amount of $300,000.

Pursuant to the Lease Agreement, Appellant was required to abide by the terms of a fuel supply agreement into which Alliance Energy, LLC and Express Auto had entered in January of 2013. In addition, the fuel supply agreement was required to be assumed by and assigned to Appellant.

Appellant began operating the complex in June of 2015 and continued doing so until September of 2016. In September 2016, after losing money from the outset, the truck stop closed, and on December 29, 2016, Appellant initiated the instant civil action against Appellees.

In his Complaint, Appellant brought claims for Intentional Misrepresentation (Count I- Gary Kandola, Kandola Real Estate and Regal); Negligent Misrepresentation (Count II-Gary Kandola, Kandola Real Estate and Regal); Negligent Misrepresentation (Count III-Gary Kandola and Express Fuel); Fraud in the Inducement (Count IV- Gary Kandola, Kandola Real Estate and Express Fuel); Tortious Interference with Contractual Relations (Count V-Gary Kandola and Express Auto); Conversion (Count VI- Gary Kandola and Express Auto) and Breach of Contract (Count VII- Kandola Real Estate).

Regal filed an Answer and New Matter on February 3, 2017, and on April 5, 2017, it filed a Petition to Transfer Venue or Dismiss the Complaint due to forum non conveniens . Kandola filed Preliminary Objections to the Complaint on May 18, 2017. On June 20, 2017, the trial court denied Regal's Petition to Transfer Venue or Dismiss the Complaint. The trial court also indicated that the causes of action against Appellees had been sufficiently pled and denied Kandola's Preliminary Objections.

On September 27, 2019, Regal filed its Motion for Summary Judgment, and Kandola thereafter filed its Motion for Summary Judgment on October 1, 2019. On December 21, 2020, the trial court granted Appellees’ respective summary judgment motions.

In its Order entered on January 29, 2021, the trial court certified the matter for appeal and decreed "that an immediate appeal would facilitate resolution of the entire case." Appellant filed a timely notice of appeal on March 1, 2021.¹ The trial court directed Appellant to file a concise statement of errors complained of on appeal pursuant to Pa.R.A.P. 1925(b), and on March 11, 2021, Appellant filed his " Pa.R.A.P. 1925(B) Concise Statement of Errors Complained of on Appeal." On April 7, 2021, the trial court filed its Memorandum wherein it indicated that its previous Memorandum of Law entered on December 21, 2020, had thoroughly set forth the reasons for its ruling, and, therefore, a supplemental opinion was not deemed to be necessary. Therein, the trial court had held the following:

AND NOW, this 21^st day of December, 2020, for the reasons stated in the attached Memorandum, Defendant Regal Consulting's Motions for Summary Judgment as to Counts I and II are GRANTED. Said Counts are hereby DISMISSED as to Defendant Regal Consulting, Corp.

Defendant Kandola's Motion for Summary Judgment as to Counts I, II, III, IV, V, VI, and VII are GRANTED. Said Counts are hereby DISMISSED at to Defendant Kandola Real Estate, LP, et al.

In his appellate brief, Appellant presents the following Statement of Questions Involved:

1. Whether the trial court erred in granting summary judgment on [Appellant's] claims of intentional misrepresentation (Count I), negligent misrepresentation (Counts II-III) and fraud in the inducement (Count IV) on the basis that [Appellant] did not establish justifiable reliance where justifiable reliance presents factual issues to be determined by a jury/fact-finder?

2. Whether the trial court erred in applying the Gist-of-the- Action Doctrine to [Appellant's] tortious interference with contractual relations and conversion claims against Gary Kandola and Express Auto Truck Stop, LLC, where Plaintiff did not have a contractual relationship with those parties and his contractual relationship was with Kandola Real Estate, LP?

3. Whether the trial court erred in granting summary judgment on [Appellant's] breach of contract claim where material issues of fact existed as to whether Defendant Kandola Real Estate, LP breached the Lease Agreement by failing to assign and transfer the Fuel Supply Agreement to [Appellant] and interfered with such assignment in violation of the Lease Agreement and its duty to act in good faith?

Brief for Appellant at 5.

Pennsylvania Rule of Civil Procedure 1035.2 establishes the standard of review for a motion for summary judgment:

After the relevant pleadings are closed, but within such time as not to unreasonably delay trial, any party may move for summary judgment in whole or in part as a matter of law:

(1) Whenever there is no genuine issue of any material fact as to a necessary element of the cause of action or defense which could be established by additional discovery or expert report, or (2) If, after the completion of discovery relevant to the motion, including the production of expert reports, an adverse party who will bear the burden of proof at trial has failed to produce evidence of facts essential to the cause of action or defense which in a jury trial would require the issues to be submitted to a jury.

Pa. R.C.P. 1035.2(1),(2).

This Court reviews the grant of summary judgment to determine whether the trial court erred in concluding the record indicates the moving party is entitled to judgment as a matter of law as follows:

In reviewing an order granting summary judgment, our scope of review is plenary, and our standard of review is the same as that applied by the trial court. Our Supreme Court has stated the applicable standard of review as follows: [A]n appellate court may reverse the entry of summary judgment only where it finds that the lower court erred in concluding that the matter presented no genuine issue as to any material fact and that it is clear that the moving party was entitled to a judgment as a matter of law. In making this assessment, we review the record in the light most favorable to the nonmoving party, and all doubts as to the existence of a genuine issue of material fact must be resolved against the moving party. As our inquiry involves solely questions of law, our review is de novo.

Therefore, our responsibility as an appellate court is to determine whether the record either establishes that the material facts are undisputed or contains insufficient evidence of facts to make out a prima facie cause of action, such that there is no issue to be decided by the fact-finder. If there is evidence that would allow a fact-finder to render a verdict in favor of the non-moving party, then summary judgment should be denied.

Cara Salsberg v. Donna Mann and Drexel University , 262 A.3d 1267, 1268–70 (Pa.Super. Sept. 15, 2021) (en banc ) (citation and brackets omitted).

Appellant initially argues the trial court erred in granting summary judgment on the Intentional Misrepresentation, Negligent Misrepresentation, and Fraud in the Inducement claims brought in his Complaint because justifiable reliance presents factual issues to be determined by a factfinder. In considering this argument, we are mindful of the following:

Fraudulent (or intentional) misrepresentation requires the plaintiff to prove six elements: (1) a representation; (2) that is material to the transaction at issue; (3) made falsely, with knowledge of its falsity or reckless disregard as to whether it is true or false; (4) with the intent to mislead another person into relying on it; (5) justifiable reliance; and (6) an injury proximately caused by the reliance. Bortz v. Noon , 556 Pa. 489, 729 A.2d 555, 560 (1999). The four elements of a common law claim for negligent misrepresentation are: (1) a misrepresentation of a material fact; (2) made under circumstances in which the actor should have known of its falsity; (3) with an intent to induce another to act on it; (4) thereby causing injury

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