Yocca v. Pittsburgh Steelers Sports, Inc.

• Decision Date: 20 July 2004
• Citation: 578 Pa. 479,854 A.2d 425
• Parties: Ronald A. YOCCA, Paul Serwonski and Patty Serwonski, His Wife, and Ronald P. Carmassi, Individually and On Behalf of all Similarly Situated, Appellees v. The PITTSBURGH STEELERS SPORTS, INC., A National Football League Franchise, t/d/b/a The Steelers Pittsburgh Football Club, and The Sports & Exhibition Authority of Pittsburgh and Allegheny County, Appellants.
• Court: Pennsylvania Supreme Court

854 A.2d 425

578 Pa. 479

Ronald A. YOCCA, Paul Serwonski and Patty Serwonski, His Wife, and Ronald P. Carmassi, Individually and On Behalf of all Similarly Situated, Appellees v. The PITTSBURGH STEELERS SPORTS, INC., A National Football League Franchise, t/d/b/a The Steelers Pittsburgh Football Club, and The Sports & Exhibition Authority of Pittsburgh and Allegheny County, Appellants.

Supreme Court of Pennsylvania.

Argued March 2, 2004.

Decided July 20, 2004.

Charles B, Gibbons, Michael J. Manzo, Christine L. Donohue, Pittsburgh, for Pittsburgh Steelers Sports, Inc.

James F. Glunt, Mark Raymond Hornak, Pittsburgh, for Sports & Exhibition Authority of Pittsburgh and Allegheny County.

William James Helzlsouer, Dravosburg, for Ronald A. Yocca et al.

BEFORE: CAPPY, C.J., CASTILLE, NIGRO, NEWMAN, SAYLOR, EAKIN and BAER, JJ.

OPINION OF THE COURT

Justice NIGRO.

Appellants, the Pittsburgh Steelers Sports, Inc., t/d/b/a the Steelers Pittsburgh Football Club, and the Sports & Exhibition Authority of Pittsburgh and Allegheny County (collectively, the "Steelers"), appeal from the order of the Commonwealth Court which reversed the order of the Court of Common Pleas of Allegheny County granting the Steelers' preliminary objections to the class action complaint filed by Appellees, Ronald A. Yocca, Paul and Patty Serwonski, and Ronald P. Carmassi, individually and on behalf of all similarly situated persons who purchased "stadium builder licenses" ("SBLs") from the Steelers. For the reasons that follow, we reverse the Commonwealth Court's order.

This dispute involves the sale of SBLs, which are essentially "licenses" that grant the licensee the right to buy annual season tickets to Pittsburgh Steelers football games. According to Appellees, sometime in October 1998, they received a brochure from the Steelers (the "SBL Brochure" or the "Brochure"), which advertised a new football stadium that the Steelers planned to construct for the Pittsburgh Steelers football team and advised them of the opportunity to purchase SBLs for football games in that stadium. The SBL Brochure explained that the new stadium would be both bigger and better than the existing stadium, Three Rivers Stadium, and would have more seats closer to the field.¹See R.R. 36a. The SBL Brochure then stated that any person could purchase an SBL for $250 to $2,700, depending on the section in which the SBL purchaser's seat would be located.²See id. at 44a-45a. According to the SBL Brochure, each SBL purchaser would be assigned a particular seat in the new stadium and have the right and obligation to buy season tickets for that seat as long as the Steelers football team continues to play in the new stadium. See id. at 40a-41a, 46a, 109a. However, the Brochure also stated that all SBL purchasers would be free to either transfer their rights to purchase season tickets or terminate their SBLs if at some point in the future they determined that they no longer wanted to purchase season tickets for the seats assigned to them. See id.

The Brochure further provided that any person interested in purchasing an SBL was required to fill out the application that was included in the SBL Brochure and submit it along with a non-refundable deposit equaling one-third of the price of the desired SBL seat (or seats) by November 30, 1998. See id. at 46a, 49a. A second payment totaling one-third of the amount due was required by October 1, 1999, and a third installment, representing the remaining balance, was to be submitted by October 1, 2000. See id. at 49a. The application further asked the SBL applicant to specify the section of the stadium where he would most like to sit (and calculate the amount due for a seat in that section), as well as list those sections of the stadium that were his second and third preferences.³ See id. at 46a. Notably, the SBL Brochure included two small diagrams of the planned stadium. See id. at 44a-45a. The first diagram depicted the general locations of the sections in the lower level of the stadium while the second diagram showed the general locations of the sections in the upper level of the stadium. See id. Neither diagram was sufficiently detailed so as to show the number of rows or seats in the sections. See id. However, based on the lower level diagram, one of the sections in the lower level, the Club I Section, only appeared to include seats between the twenty-yard lines of the football field. See id. at 44a. Similarly, the depictions of certain sections in the upper level diagram, namely, Sections D, E, and F, appeared to show each section as having the same number of rows. See id. at 45a.

The SBL Brochure indicated that first priority for seats would be given to those SBL applicants who already had season tickets in Three Rivers Stadium and who applied for seats in a section of the new stadium that corresponded with their current seating sections. See id. at 46a, 50a. With regard to those applicants, the SBL Brochure stated: "We will try to assign seats as close to your current seat location as the new stadium seating configuration will allow." Id. at 50a. According to the Brochure, after seats were assigned to those applicants with first priority, seats would be assigned to all other applicants based on a "random computerized priority number" placed on every application received by the November 30th deadline. Id. at 46a, 50a. Significantly, the SBL Brochure not only made clear that an SBL applicant's first seating preference was "not guaranteed," id. at 50a, but also that no SBL applicant was assured the right to purchase an SBL. See id. at 46a ("To give yourself the best chance of securing seating in the new stadium, you must list your first, second and third preferences. The new seating configuration is much different than Three Rivers Stadium and some Sections are sure to be over-subscribed.") (emphasis added).

The SBL Brochure further notified SBL applicants: "You will be mailed a contract by the end of March 1999, notifying you of your Section assignment. The contract must be signed and returned within 15 days. If the completed contract is not returned as required, your season ticket holder discount seating priority and deposit will be forfeited." Id. at 50a. According to the SBL Brochure, SBL applicants would be given their actual seat assignments "in the Spring of 2001 after the seats have been physically installed in the new stadium." Id. at 49a. Finally, the SBL Brochure included a telephone number for people to call if they had questions about the SBLs. See id.

Appellees allege that after reviewing the SBL Brochure, they decided to purchase SBLs. Accordingly, each Appellee completed his application in the SBL Brochure, indicating his seating preferences, and mailed the application and the required deposit to the Steelers by November 30, 1998.⁴ In August 1999, the Steelers sent each Appellee a letter (the "August 1999 Letter"), advising them that they had been assigned SBL seats and notifying them of the stadium sections in which their seats were located.⁵ The letter also reminded Appellees that they would soon be mailed a contract that they would have to sign to purchase SBLs to the seats assigned to them. A document containing two diagrams (the "August 1999 Diagrams") was attached to the August 1999 Letter to show "the location of all sections." R.R. 142a. Like the earlier diagrams included in the SBL Brochure, the August 1999 Diagrams only offered a general description of the location of each section, and did not indicate how many rows or how many seats were in any given section. However, in spite of the lack of specificity in both sets of diagrams, it was apparent that the parameters of the sections in the August 1999 Diagrams varied from those in the earlier diagrams. Specifically, in the August 1999 Diagrams, the Club I Section appeared larger than it had in the earlier diagrams, apparently including seats between the ten-yard lines, instead of only those seats between the twenty-yard lines. In addition, the depictions of Sections D, E, and F in the August 1999 Diagrams no longer appeared to be equal in size, but rather, Sections D and E appeared larger than Section F. Nevertheless, it was still impossible to ascertain the precise sizes of these three sections as the August 1999 Diagrams did not specify the number of rows in each section.

Two months after Appellees received the August 1999 Letter, the Steelers mailed them three documents: (1) a "Stadium Builder License and Club Seat Agreement" or a "Stadium Builder License Agreement" (collectively, the "SBL Agreement" or "Agreement"); (2) a document entitled "Additional Terms and Conditions of Stadium Builder License and Club Seat Agreement" or "Additional Terms and Conditions of Stadium Builder License" (collectively, the "Additional Terms document");⁶ and (3) another copy of the document containing the August 1999 Diagrams.⁷ The SBL Agreement was a two-page document requiring the signatures of the named person, partnership, or corporation purchasing an SBL, i.e., the "Licensee," as well as the Public Auditorium Authority of Pittsburgh and Allegheny County, i.e., the "Authority" or the "Licensor."⁸ The Agreement specified the number of SBLs the Licensee would be purchasing, the section (or sections) in which the SBL seats would be located, and the total fee for the SBLs. Moreover, to assist the Licensee in identifying the location of his seats, the Agreement directed the Licensee to Exhibit A, which it described as representing the "Stadium Seating Area." While the document containing the August 1999 Diagrams was not specifically labeled as "Exhibit A," it was clearly meant to be Exhibit A as it was the only document attached to the contract documents, i.e., the SBL Agreement and the Additional Terms document, and as it clearly described the "Stadium Seating Area."⁹ The SBL Agreement also stated that the Licensee and the Licensor agreed to the terms and...