Wagner v. Estate of Rummel

• Decision Date: 23 March 1990
• Parties: Homer M. WAGNER and Robert N. Wagner, v. ESTATE OF Ansley C. RUMMEL, Frances Crays and Agnes Wells, Administrators, Appellants.
• Court: Pennsylvania Superior Court

Page 1055

571 A.2d 1055

391 Pa.Super. 555

Homer M. WAGNER and Robert N. Wagner, v. ESTATE OF Ansley C. RUMMEL, Frances Crays and Agnes Wells Administrators, Appellants.

Superior Court of Pennsylvania.

Argued Sept. 18, 1989.

Filed Feb. 20, 1990.

Reargument Denied March 23, 1990.

James G. Callas, Kittanning, for appellants.

Blair F. Green, Kittanning, for appellees.

Before McEWEN, POPOVICH and MONTGOMERY, JJ.

MONTGOMERY, Judge:

Defendant-Appellants filed the instant appeal from an Order of the trial court which granted the Plaintiff-Appellees' request for specific performance with regard to an agreement providing for the sale of land in Indiana County. ¹ The Defendant-Appellants include the Estate of Ansley C. Rummel, deceased, and his daughters, Frances Crays and Agnes Wells, who serve as Administrators of his Estate. The agreement in issue, which will be more fully described below, provided that the Plaintiff-Appellees could purchase some 16 acres of land for the sum of $550.00. After a trial, the Court issued a Decree Nisi, ordering the Appellants to convey the property to the Appellees upon tender of $550.00 by the Appellees. Exceptions to the Decree Nisi were denied by the trial court, and a final order entered thereon. This appeal arises from that Order.

A detailed review of the pleadings filed by the parties is appropriate. On June 26, 1986, the Plaintiff-Appellees filed a Complaint for Specific Performance, consisting of eight numbered paragraphs. After identifying the parties, the Complaint recited that the Decedent, Ansley C. Rummel, had owned 16 acres of land in Washington Township, Indiana County. The description of the property was set forth. The Complaint further stated that on March 1, 1979, the Decedent had entered into an agreement with the Plaintiffs wherein he leased the land to them for the purpose of raising and marketing Christmas trees. The Complaint also declared that in the lease agreement, the Decedent had given the Plaintiffs the right to purchase the land upon his death for the total sum of $550.00. In addition, the Complaint stated that the agreement provided that if she survived the Decedent, one Alice Seger should continue to enjoy the right to live in a house on the property until her death, or until she released such right in writing. It was noted in the Complaint that Alice Seger predeceased Mr. Rummel. The Complaint then recited that the Estate and the Administrators had been notified of the Plaintiffs' request to exercise the option to purchase the property but that the Appellants were not willing to honor the purported option. Finally, the Complaint stated that the Plaintiffs had handled all of the business affairs and other matters of Mr. Rummel for many years prior to his death, and that Mr. Rummel had inserted the amount of $550.00 in the paragraph of the lease agreement which gave the Plaintiffs the option to purchase the property. A copy of the agreement was attached as an exhibit to the Complaint.

On July 21, 1986, the Defendant-Appellants filed an Answer to the Complaint, with New Matter. In that document, responding paragraph by paragraph, they admitted most of the allegations in the Complaint. However, they denied the allegation that the sale price for the property was $550.00. In their Answer, the Appellants asserted that the said sum was written in by a person other than the Decedent. Further, the Appellants maintained that the Plaintiffs did not handle the business affairs of the Decedent prior to his death. In their New Matter, consisting of Paragraphs Nos. 9 and 10, the Appellants averred that the Decedent did not comprehend fully the understanding set forth in the agreement, and that he never appeared before a notary public to have his signature acknowledged. They urged that the court interpret the sum in the Agreement to be $55,000.00, rather than $550.00. All of that was expressed in Paragraph No. 9 under New Matter. In Paragraph No. 10, the Defendants asserted that upon the receipt of $55,000.00, they would execute and deliver a deed to the Plaintiffs.

The Plaintiffs, on August 18, 1986, filed a Reply to New Matter. They denied Paragraph No. 9 of the Defendants' New Matter, and averred that the Decedent did not see or talk to his daughters, the Defendant Administrators, for approximately 30 years. Further, it was asserted that the Decedent was not on speaking terms with them nor were they in the area when the transaction took place. Paragraph No. 9 of the Plaintiffs' Reply to New Matter further declared that the Decedent understood the amount and filled in the amount himself at the time he executed the agreement, that he appeared before a notary public, and that the price of $550.00 was correct and not intended to be more than that. Finally, still in Paragraph No. 9, the Plaintiffs asserted that the Decedent at various other times conveyed property to other persons for very small amounts of money. Finally, in Paragraph No. 10, the Plaintiffs denied the allegations of Paragraph No. 10 of the Defendants' New Matter, and also averred that the deed should be executed and delivered to them upon receipt by the Defendants of the sum of $550.00.

On September 23, 1986, the Defendants filed another document entitled "New Matter". This document included two additional paragraphs. In Paragraph No. 11, the Defendants asserted that the agreement for the sale of property was obtained by fraud, misrepresentation and/or undue influence on the part of the Plaintiffs. In Paragraph No. 12, the Defendants maintained that the Agreement had never been signed by the Decedent.

The Plaintiffs responded on October 9, 1986, by filing Preliminary Objections to the Defendants' additional New Matter which had been filed on September 23, 1986. In these Preliminary Objections, the Plaintiffs maintained that Paragraph No. 11, which alleged fraud, misrepresentation and undue influence, had not been averred with sufficient particularity and specificity. With regard to Paragraph No. 12, the Plaintiffs pointed out that after the Defendants had alleged fraud in securing the Agreement, they then maintained that the agreement in question was never signed by the Decedent. The Plaintiffs argued that such affirmative defenses were improper because they were inconsistent.

On May 18, 1987, after considering the Plaintiffs' Preliminary Objections to the additional New Matter, the trial court issued an Opinion and Order. The court ruled that the averments of fraud, misrepresentation, and undue influence contained in Paragraph No. 11 of the additional New Matter had to be amended to state a more specific claim. The Court found the Plaintiffs' second objection, regarding the alleged inconsistency between Paragraph Nos. 11 and 12 of the additional New Matter, to be without merit. The court ruled that such inconsistent defenses could be asserted in the alternative.

On June 8, 1987, the Defendants filed a pleading entitled Amended New Matter. This document contained only one paragraph, which was described as "Amended Paragraph 11". It declared that the sale figure for the property was placed in the agreement after Plaintiff Robert N. Wagner had obtained the signature of the Decedent on the document. Further, it alleged that at the time of the Agreement, the Plaintiff had knowledge that the "defendant" (presumably a reference to the Decedent) did not know how to write a sum of money "... over and above $10.00."

On June 22, 1987, the Plaintiffs filed a Reply to New Matter, responding to Amended Paragraph No. 11 of the Defendants' additional New Matter. The Plaintiffs denied the allegations by Defendants, and also averred that the Decedent had placed the figure of $550.00 in the agreement as the option purchase price, and that he did know how to write sums of money over and above $10.00.

The trial commenced on May 13, 1988. On July 20, 1988, the court issued a Decree Nisi, ordering that the Defendants, as Administrators of the Estate of Mr. Rummel, prepare, execute, and deliver to the Plaintiffs a deed for the property, upon payment to them of $550.00 by the Plaintiffs.

On August 2, 1988, the Defendants filed Exceptions to the Order, contending that if the agreement would be enforced it would be unconscionable. In a Reply to the Exceptions, the Plaintiffs denied that the agreement was unconscionable, and also pointed out that the issue of unconscionability had not been raised by the Plaintiffs in pleadings or at the trial. Subsequently, the trial court issued an Opinion and Order denying the Defendants' Exceptions. The Opinion explained that the issue of unconscionability had never been raised by the Defendants as a defense through preliminary objections, answer, or reply. The trial court concluded that the issue of unconscionability had to be considered to have been waived, pursuant to Pa.R.C.P. 1032. Further, the trial judge determined that unconscionability is similar to other defenses such as estoppel and laches, which are required to be raised as new matter pursuant to Pa.R.C.P. 1030. Thus, the trial court dismissed the Exceptions.

On the instant appeal, the Appellants continue to maintain that the agreement in issue could not properly be enforced by the trial court because it was unconscionable. Further, the Appellants contend that unconscionability is a rule of law which does not have to be pleaded in order to be raised. It is evident that the disposition of this appeal requires that we review the rules applicable to a trial court's consideration of a request that it order specific performance, and also that we examined the doctrine of unconscionability.

A number of guidelines are well-established with regard to requests that a court order the specific performance of a contractual obligation. A decree of specific performance involves the exercise of the equity power and discretion of the court. Duc v. Struckus, 345 Pa. 65, 26 A.2d 897 (1942). The discretion of the...