Profit Wize Marketing v. Wiest

• Decision Date: 04 December 2002
• Citation: 812 A.2d 1270
• Parties: PROFIT WIZE MARKETING, T/A Executrain of Allentown & Harrisburg, Appellee, v. Michael WIEST, Appellant.
• Court: Pennsylvania Superior Court

812 A.2d 1270

PROFIT WIZE MARKETING, T/A Executrain of Allentown & Harrisburg, Appellee, v. Michael WIEST, Appellant.

Superior Court of Pennsylvania.

Submitted September 3, 2002.

Filed December 4, 2002.

Gary L. Mason, Manalapan, N.J., and Sara A. Austin, York, for appellant.

Jack M. Seitz, Allentown, for appellee.

BEFORE: HUDOCK, JOYCE and TAMILIA, JJ.

OPINION BY JOYCE, J.:

¶ 1 Appellant, Michael Wiest, appeals from the November 30, 2001 order of the Court of Common Pleas of Lehigh County directing him to pay $14,979.63 in attorney fees and costs to Appellee, Profit Wize Marketing t/a Executrain of Allentown & Harrisburg ("Executrain"). Upon review, we reverse. The relevant facts and procedural history are as follows.

¶ 2 On February 1, 2000, Appellant, a sales representative, entered into an employment contract with Executrain, a company providing computer-training services to customers throughout Pennsylvania. This contract not only outlined the terms of Appellant's employment with Executrain, but also contained standard non-compete and confidentiality covenants in the event that Appellant's employment would terminate. The contract further provided that, in the event of litigation between the parties,

Employee recognizes and agrees that the ascertainment of damages in the event of Employee's breach or violation of any covenant or undertaking contained in this Agreement would be difficult, if not impossible, and further that the various rights and duties created hereunder are extraordinary and unique so that the Employer will suffer irreparable injury that cannot adequately be compensated by monetary damages in the event of Employee's breach or violation of any covenant or undertaking contained in this Agreement. Employee, therefore, agrees that the Employer, in addition to and without limiting any other remedy or right it may have, shall have the immediate right to obtain a preliminary or final injunction against Employee.... Employee further agrees that if Employer prevails in any suit or action under this Agreement, Employee shall reimburse Employer for its expenses incurred in connection with such suit or action, including without limitation, its attorney's fees and costs.

Executrain of Allentown and Harrisburg [Employment] Agreement, Section 14, Certified Record, at 2 (emphasis added).

¶ 3 On March 21, 2001, Appellant resigned from Executrain and found employment less than two weeks later with one of Executrain's competitors, New Horizons, Inc. While in his new position, Appellant allegedly solicited a number of Executrain's customers and utilized confidential information in violation of his Agreement with Executrain. Upon learning of this conduct, Executrain sought a preliminary injunction against Appellant to enforce the restrictive covenants in the Agreement. Specifically, Executrain wished to enjoin Appellant from (1) working for New Horizons in Executrain's marketing area for a period of two years, (2) divulging or using Executrain's customer information, and (3) soliciting, obtaining or attempting to obtain any of Executrain's customers or prospective customers. Complaint, Certified Record at 1. Executrain also requested that the court order Appellant to pay compensatory damages, costs and attorney fees in excess of $50,000.00. Id.

¶ 4 The court, sitting in equity, held a hearing on Appellant's motion for a preliminary injunction on July 3, 2001. During the course of this hearing, however, the parties informed the court that they had reached a settlement and would stipulate to the entry of a permanent injunction. Stipulation for the Entry of a Permanent Injunction, Certified Record, at 21. Pursuant to this stipulation, the parties agreed that Appellant would not communicate or solicit sixty-five of Executrain's customers for a period of one year. Id. As a condition of this settlement, Executrain agreed to waive its claims for damages and losses with the exception of its claim for attorney fees and costs. Id. The parties agreed to submit this remaining claim to the court for its consideration. Id.

¶ 5 The court held a hearing on Executrain's request for counsel fees and costs on November 28, 2001. At this hearing, Executrain's counsel submitted its invoices for legal fees and costs. The parties stipulated that the hourly-rate charged by Executrain's counsel was reasonable and that the invoices properly demonstrated the amount of time spent on the claim. Additionally, the parties agreed that the court must determine (1) whether the amount of time spent was reasonable for the service rendered and (2) whether Executrain had "prevailed" in the underlying action thereby entitling it to an award of costs and attorney fees under Section 14 of the Employment Agreement. ¶ 6 On November 30, 2001, the court issued an order granting Executrain's request for attorney fees and costs in the amount of $14,979.63. In its order, the court provided the following explanation for its award: "since [Executrain] has only partially prevailed in obtaining the relief requested, I have not awarded the full amount of attorney fees claimed. I believe this is a fair resolution of the petition for counsel fees, and one that is consistent with the intention of the parties in Section 14 of the Employment Agreement." Certified Record, at 28.

¶ 7 Appellant filed a timely notice of appeal from this order on December 26, 2001. On this same date, the court issued an order, which directed Appellant to file a "Statement of Matters Complained Of" within fourteen days of the order. After Appellant failed to comply with this order, the court issued a 1925(a) opinion declaring that Appellant has waived all of his issues on appeal. Thereafter, on March 5, 2002, Appellant filed a petition requesting permission to file a 1925(b) statement nunc pro tunc. On March 18, 2002, the court granted this petition and directed that Appellant file the statement within fourteen days. Appellant filed his statement on April 1, 2002, and the court issued a 1925(a) opinion addressing each of the issues on May 1, 2002.¹

¶ 8 In his brief, Appellant purportedly raises ten issues for our review:

1. Whether the trial court erred in granting [Appellee's] motion for an award of counsel fees and costs.

2. Whether the trial court abused its discretion in concluding that [Appellee] had "prevailed" on its claims and, therefore, in accordance with the parties' agreement, was entitled to an award of counsel fees and costs.

3. Whether [Appellee] has, in fact, "prevailed" on its claims, as contemplated by the parties and as set forth in the parties' agreement and, therefore, is entitled to an award of counsel fees and costs.

4. Whether statutes that have interpreted the meaning of "prevailing party" in the context of specific causes of action, such as federal and state court discrimination statutes, are applicable to the instant matter.

5. Whether the trial court, by relying on other courts' interpretation of the phrase "prevailing party," as it applies to very specific statutory causes of action, speculated as to the parties' intent when that intent was not clearly and unambiguously set forth in the Agreement.

6. Whether the trial court construed the Agreement only as written or, rather, modified the plain meaning of the words under the guise of interpretation.

7. Whether, in a non-statutory, breach of contract action, where the parties have executed a fully integrated contract, and have not set forth a definition for the word "prevail," in the wake of a settlement, can either party be construed as the "prevailing party."

8. Whether, in order to conclude that the term "prevail" was to be construed analogously to the way it is interpreted in certain statutes, such as state and federal discrimination statutes, the trial court was required to speculate as to the parties' intent, since that intent was not clearly set forth in the Agreement.

9. Whether, absent any such expression of intent, the trial court had the authority to insert its own interpretation of the phrase "prevailing party."

10. Whether [Appellee's] motion should have been denied because [Appellee] failed to meet its burden in demonstrating the parties' agreed-upon meaning of the term "prevail."

Appellant's Brief, at 4-5. Our review of these issues assures us that Appellant has essentially raised one issue for our review: whether the Court erred in its interpretation of Section 14 of the Employment Agreement when it determined that Executrain "prevailed" in the underlying action.

¶ 9 While addressing this issue, we are mindful that the interpretation of a contract is a question of law. Flanagan v. Fidelity Bank, 438 Pa.Super. 516, 652 A.2d 930, 932 (1995). Therefore, our standard of review is plenary. Id.²

¶ 10 When interpreting the language of a contract, the intention of the parties is a paramount consideration. Thomas Rigging & Constr. Co., Inc. v. Contraves, Inc., 798 A.2d 753, 755 (Pa.Super.2002). "In determining the intent of the parties to a written agreement, the court looks to what they have clearly expressed, for the law does not assume that the language of the contract was chosen carelessly." Meeting House Lane, Ltd. v. Melso, 427 Pa.Super. 118, 628 A.2d 854, 857 (1993), appeal denied, 537 Pa. 633, 642 A.2d 486 (1994) (citations omitted).

¶ 11 When interpreting agreements containing clear and unambiguous terms, we need only examine the writing itself to give effect to the parties' intent. Osial v. Cook, 803 A.2d 209, 213 (Pa.Super.2002). The language of a contract is unambiguous if we can determine its meaning "without any guide other than a knowledge of the simple facts on which, from the nature of the language in general, its meaning depends." Baney v. Eoute, 784 A.2d 132, 136 (Pa.Super.2001). "When terms in a contract are not defined, we must construe the words in accordance with their natural, plain, and ordinary meaning." Cordero v. Potomac Ins. Co. of Illinois, 794 A.2d...