Regscan, Inc. v. CON-WAY TRANSP. SERVICES

• Decision Date: 16 May 2005
• Citation: 57 UCC Rep Serv 2d 533,875 A.2d 332
• Parties: REGSCAN, INC., Appellant, v. CON-WAY TRANSPORTATION SERVICES, INC., Appellee.
• Court: Pennsylvania Superior Court

875 A.2d 332

57 UCC Rep Serv 2d 533

REGSCAN, INC., Appellant, v. CON-WAY TRANSPORTATION SERVICES, INC., Appellee.

Superior Court of Pennsylvania.

Submitted February 16, 2005.

Filed May 16, 2005.

Daniel F. Schranghamer, Williamsport, for appellant.

J. David Smith, Williamsport, for appellee.

Before: HUDOCK, BENDER and POPOVICH, JJ.

OPINION BY POPOVICH, J.:

¶ 1 RegScan, Inc., (RegScan) appeals the entry of summary judgment in favor of Con-Way Transportation Services, Inc., (Con-Way) on August 6, 2004, in the Court of Common Pleas of Lycoming County. On review, we affirm.

¶ 2 The relevant facts and procedural history of this case are as follows: On May 3, 2000, RegScan, an information systems business and software developer based in Williamsport, Pennsylvania, entered into a licensing agreement with Con-Way, a Michigan-based trucking firm, to develop Con-Way's in-house "Haz-Calc" software system design into a commercial program to be used by the trucking industry to assist in the transportation of hazardous materials. Con-Way chose RegScan because of RegScan's expertise in developing software and products for private businesses to facilitate their compliance with government regulatory schemes.

¶ 3 The licensing agreement provided that RegScan would pay to Con-Way 32% of the gross revenue received by RegScan from the sale, use, or license of the modified program. The licensing agreement required the parties to determine, through mutual agreement, a per-unit commercial sale price for the program within 15 days after the program was completed and would be ready for sale to the general public. An agreement on the per-unit sale price was not reached by the parties, but, beginning in the spring of 2001, RegScan sold the program, entitled "Hazmat Loader," for a sale price of $600.00 per unit, without objection from Con-Way. "Hazmat Loader" continued to be sold to various trucking companies and law enforcement agencies throughout 2001 and 2002. The licensing agreement also provided that Con-Way would provide RegScan with endorsements for "Hazmat Loader" and other RegScan products, as agreed to by the parties.

¶ 4 RegScan made two royalty payments to Con-Way that consisted of 32% of the gross revenue received by RegScan for the sale of "Hazmat Loader." Thereafter, RegScan discontinued making royalty payments to Con-Way based on its conclusion that Con-Way's "HazCalc" system design did not have the ability to generate data with regard to placarding, labeling, and load segregation for the shipment of hazardous materials, and, therefore, RegScan contended that it was forced to create, develop, market, and sell "Hazmat Loader" through its own efforts, without the use of Con-Way's "HazCalc" program.¹ ¶ 5 The parties' relationship deteriorated, and, on February 20, 2002, RegScan filed a complaint for declaratory judgment seeking to invalidate the May 3, 2000 licensing agreement and declare that RegScan's program was not subject to the licensing agreement due to the fact that "Hazmat Loader" was created without RegScan's use of the "HazCalc" system design. RegScan also alleged a claim of misrepresentation and damages against Con-Way, which asserted that Con-Way misrepresented its "HazCalc" system design. Con-Way's answer denied RegScan's allegations, and it contended, inter alia, that the licensing agreement between the parties was a valid and enforceable contract pursuant to Pennsylvania's Commercial Code, 13 Pa.C.S.A. § 1101, et seq.

¶ 6 The case proceeded through pre-trial pleadings, and on December 12, 2003, RegScan filed a statement of uncontested facts and motion for summary judgment. On that same day, Con-Way filed a motion for summary judgment. The trial court conducted argument on the summary judgment motions, and, on August 4, 2004, the trial court entered summary judgment in favor of Con-Way on all counts of RegScan's complaint. The trial court authored an opinion in support of its judgment. Thereafter, RegScan filed a notice of appeal to this Court.

¶ 7 The trial court ordered RegScan to file a concise statement of matters complained of on appeal within 14 days pursuant to Pa.R.A.P.1925(b). RegScan failed to file the Pa.R.A.P.1925(b) statement with the trial court within 14 days, and the trial court issued a Pa.R.A.P.1925(a) opinion that did not explicitly find RegScan's issues waived but, instead, stated that it would "rely on [its previous opinion] and address nothing further." See Trial court opinion, 9/22/2004, at 1 (unnumbered). Thereafter, RegScan filed a Pa.R.A.P. 1925(b) statement and accompanying affidavit from counsel indicating that counsel did not receive the trial court's Pa.R.A.P. 1925(b) order. The trial court, in response, authored a supplemental Pa.R.A.P. 1925(a) opinion that indicated that it would adopt its previous opinion of August 6, 2004, in response to the matters raised by RegScan's concise statement.

¶ 8 RegScan presents the following issues for our review:

1. Did the [trial court] err, as a matter of law, in determining that the May 3, 2000 [l]icensing [a]greement [...] between [RegScan and Con-Way] was a valid and binding agreement?

2. Did the [trial court] err, as a matter of law, in determining that the [a]greement was not null and void on the basis of the [p]arties' mutual mistake about the subject matter of the [a]greement?

3. Did the [trial court] err, as a matter of law, in determining that the [a]greement was not voidable on the basis of RegScan's unilateral mistake about the subject matter of the [a]greement?

4. Did the [trial court] err in making findings of fact that were not supported by the evidentiary record before the [trial court]?

RegScan's brief, at 4.

¶ 9 Preliminarily, we must consider whether RegScan's issues are waived due to its failure to comply with Pa.R.A.P. 1925(b). We conclude that they are not waived. After the trial court received RegScan's belatedly-filed Pa.R.A.P.1925(b) concise statement, the trial court issued an opinion that adopted its previous August 6, 2004 opinion as a response to the matters presented in the concise statement. Therefore, it is clear that the trial court reviewed the issues presented in the belatedly-filed concise statement and addressed them. Consequently, RegScan's issues are not waived, and we may review them. See Commonwealth v. Alsop, 799 A.2d 129, 134 (Pa.Super.2002)

(Superior Court will not find waiver where trial court addresses issue in late-filed concise statement). Accordingly, we turn to an analysis of the merits of RegScan's issues.

¶ 10 RegScan's issues challenge the trial court's entry of summary judgment, and, therefore, our standard of review is as follows:

Pennsylvania law provides that summary judgment may be granted only in those cases in which the record clearly shows that no genuine issues of material fact exist and that the moving party is entitled to judgment as a matter of law. The moving party has the burden of proving that no genuine issues of material fact exist. In determining whether to grant summary judgment, the trial court must view the record in the light most favorable to the non-moving party and must resolve all doubts as to the existence of a genuine issue of material fact against the moving party. Thus, summary judgment is proper only when the uncontroverted allegations in the pleadings, depositions, answers to interrogatories, admissions of record, and submitted affidavits demonstrate that no genuine issue of material fact exists, and that the moving party is entitled to judgment as a matter of law. In sum, only when the facts are so clear that reasonable minds cannot differ, may a trial court properly enter summary judgment.

As already noted, on appeal from a grant of summary judgment, we must examine the record in a light most favorable to the non-moving party. With regard to questions of law, an appellate court's scope of review is plenary. The Superior Court will reverse a grant of summary judgment only if the trial court has committed an error of law or abused its discretion. Judicial discretion requires action in conformity with law based on the facts and circumstances before the trial court after hearing and consideration.

Gutteridge v. A.P. Green Servs., 804 A.2d 643, 651 (Pa.Super.2002) (citations omitted), appeal denied, 574 Pa. 748, 829 A.2d 1158 (2003).²

¶ 11 We begin with the observation that contemporary contract law provides generally that a contract is enforceable when the parties reach mutual agreement, exchange consideration and have outlined the terms of their bargain with sufficient clarity. See Greene v. Oliver Realty Inc., 363 Pa.Super. 534, 526 A.2d 1192, 1194 (1987)

(citation omitted). An agreement is sufficiently definite if the parties intended to make a contract and there is a reasonably certain basis upon which a court can provide an appropriate remedy. See Linnet v. Hitchcock, 471 A.2d 537, 540 (Pa.Super.1984).³

¶ 12 As we explained in Greene v. Oliver Realty, Inc., 526 A.2d at 1194:

If an essential term is left out of the agreement, the law will not invalidate the contract but will include a reasonable term. For instance, if the parties do not specify price, a court will impose a reasonable price which will usually be the item's market value. However, if the parties include the term but have expressed their intention ambiguously, the court will not impose a reasonable term and the contract may fail for indefiniteness. A court will not attempt to fix contractual terms which are inconsistent with the intent of the parties. That is because the paramount goal of contractual interpretation is to ascertain and give effect to the intent of the parties. When the language of a written contract is clear and unequivocal, its meaning must be determined by its contents alone. Only if the words used are ambiguous may a court examine the surrounding circumstances to ascertain the intent of the parties. [...]. Because courts wish to effectuate the parties'

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