IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Stavros Zafiratos, :

Appellant :

: No. 121 C.D. 2016

v. :

: Submitted: January 6, 2017

Board of License and Inspection :

Review :

BEFORE: HONORABLE MARY HANNAH LEAVITT, President Judge

HONORABLE PATRICIA A. McCULLOUGH, Judge

HONORABLE JAMES GARDNER COLINS, Senior Judge

OPINION NOT REPORTED

MEMORANDUM OPINION 

BY JUDGE McCULLOUGH FILED: March 22, 2017

Stavros Zafiratos (Licensee) appeals from the December 17, 2015 order 

of the Court of Common Pleas of Philadelphia County (trial court), which affirmed 

the City of Philadelphia Board of License and Inspection Review’s (Board) 

determination to affirm the decision of Philadelphia Department of Licenses and 

Inspections (L&I) to revoke Licensee’s Center City Sidewalk Vending License 

(Vending License) for unlawfully transferring or assigning the same to another 

person.
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Facts and Procedural History

Licensee was issued the Vending License to operate a sidewalk vending 

cart at a specifically assigned location on 16th Street, between John F. Kennedy 

Boulevard and Market Street, in Center City, Philadelphia. On October 17, 2014, 

L&I issued Licensee a 30-Day Notice of Order to Revoke the Vending License, 

alleging that he had unlawfully transferred or assigned the Vending License to Salim 

Khan (Khan) in violation of section 9-204(3)(f) of the Philadelphia Code (Code). 

Licensee appealed the revocation notice to the Board, arguing that his Vending 

License had not been transferred or assigned. The Board conducted a hearing on 

Licensee’s appeal. (Board’s Findings of Fact at Nos. 1-4). 

At the hearing, Maureen Blaney, manager of L&I’s vending unit, 

testified regarding the factors supporting L&I’s determination that Licensee 

unlawfully transferred or assigned the Vending License to Khan, such as: the cart 

operating at Licensee’s location was named “Salim’s Quick Stop;” the Vending 

License has listed the relevant licensee’s address as Khan’s since 2003; and, in 2004, 

Licensee’s city tax account was changed to Khan’s address and Khan has paid taxes 

due on that account since that time. According to Blaney, L&I also considered that, 

upon inspection and prior to the issuance of the notice to revoke, the vending cart’s 

license plate was registered to Khan; however, upon inspection after the issuance of 

notice to revoke, the vending cart had a New Jersey license plate registered to 

Licensee. Additionally, L&I found persuasive that Licensee did not have a 

commissary license, and that food facility inspection reports listed individuals other 

than Licensee as the “Person in Charge” from 2009 through 2013. (Board’s Findings 

of Fact at Nos. 5-13.) 
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Licensee testified that the Vending License is in his name, that he owns 

the vending cart, and that he receives approximately five to six percent of the cart’s 

proceeds each month in cash. Licensee acknowledged that he did not execute a 

contract with Khan, although he explained that he executed a power of attorney 

agreement with Khan, which he stated authorized Khan to handle Licensee’s affairs 

with respect to the Vending License. Licensee further explained that Khan does not 

provide him with any paperwork indicating how much money the vending cart makes 

and noted that Khan buys all of the food for the cart and handles the W-2s and 1099s 

for the cart’s employees. (Reproduced Record (R.R.) at 66-80.) 

Khan testified that he receives between ninety and ninety-five percent of 

the vending cart’s profits and explained that he pays the cart’s employees. Khan 

stated that he possesses a business privilege license and pays the taxes on the same. 

He also stated that he pays the fees for Licensee’s Vending License and uses his own 

address for annual license renewal, although he conceded that, under the Code, a 

license is supposed to be sent to the licensee and confirmed that he is not the licensee. 

Khan further testified that he possesses two Center City licenses in his name and that 

he also uses his address for his cousin’s vending license, although he noted that his 

cousin does not live at his address. (R.R. at 84-90.) 

After the hearing, the Board made the following factual findings: Khan 

handles all of the affairs relating to the vending cart; Licensee is not involved with 

operation of the vending cart and did not handle the associated paperwork; Khan does 

all of the buying and selling for the cart; Khan hires the accountant and gets all the 

paperwork done regarding the same, as well as paperwork relating to W-2s and 1099s 

issued to employees and pays the associated wage taxes; Khan gives Licensee 

approximately five to six percent of the income from the vending cart, but does not 
4

provide any written records to Licensee; Khan pays the fees for the Vending License 

and his address is listed on annual license renewals; Khan hires the employees who 

work at the cart; and, with respect to the Vending License, Khan has been acting on

his own behalf and not on behalf of Licensee. The Board also found that Khan is not 

Licensee’s employee, nor is he Licensee’s independent contractor. Moreover, the 

Board found that Licensee assigned or transferred the Vending License to Khan in 

violation of the Code and affirmed L&I’s decision revoking the same. (Board’s 

Findings of Fact at Nos. 15-22, 24-27; Board’s Conclusions of Law at Nos. 6-7, 9.) 

Licensee appealed the Board’s determination to the trial court, which 

heard oral argument and subsequently affirmed the Board’s decision. On January 15, 

2016, Licensee appealed the trial court’s order to this Court. 

On appeal, Licensee argues that the Board erred because the record lacks 

substantial evidence demonstrating that he transferred or assigned the Vending 

License to Khan. According to Licensee, he executed a power of attorney agreement 

that authorized Khan to act as his agent with regard to the vending cart, which he 

maintains is consistent with the Code because the Code permits one person to hold 

two licenses, thereby indicating that a licensee must be allowed to hire employees, 

managers, and agents because one person cannot simultaneously operate two 

locations. 

Discussion

“In a substantial evidence inquiry[,] we simply inquire whether there is 

such relevant evidence of record which a reasonable person might accept as adequate 

to support a conclusion.” Mulberry Market, Inc. v. City of Philadelphia, Board of 

License & Inspection Review, 735 A.2d 761, 767 (Pa. Cmwlth. 1999). Importantly, 
5

“it does not matter that there is evidence in the record which supports a factual 

finding contrary to that made by the factfinder, rather, the pertinent inquiry is whether 

there is any evidence which supports the factfinder’s factual finding.” Id. It is solely 

for the factfinder to assess credibility, resolve conflicts in evidence, and determine 

what weight to give evidence. Id. Moreover, we must view the evidence in the light 

most favorable to the prevailing party. Philadelphia Civil Service Commission v. 

Ross, 595 A.2d 200, 202 (Pa. Cmwlth. 1989). 

Section 9-204(3) of the Code provides that “[i]t shall be unlawful for any 

person to engage in the business of a sidewalk vendor within Center City without first 

obtaining a license pursuant to this Section from the Department.” Section 9-

204(3)(f) of the Code provides that “[e]very license shall be non-assignable and 

non-transferable.” (Emphasis added). 

The sole issue Licensee raises on appeal is that the record lacks 

substantial evidence to support the Board’s finding that Licensee transferred or 

assigned his license to Khan. According to Licensee, the Code does not prohibit a 

licensee from hiring an employee or agent to operate a vending cart and handle the 

administrative and daily operations of the same, which he maintains is precisely what 

occurred when he executed the power of attorney agreement with Khan. Licensee 

asserts that Khan was merely acting as his agent and there is no evidence that a 

transfer or assignment of the Vending License occurred. 

First, we address Licensee’s argument that a transfer or assignment did 

not occur because Khan was acting as his agent. 

The three basic elements of an agency relationship are: (1) 

manifestation by a principal that an agent shall act for the principal; (2) the agent’s 

acceptance of the undertaking; and (3) the parties’ understanding that the principal is 
6

to be in control of the undertaking. Wilson Area School District v. Skepton, 860 A.2d 

625, 630 (Pa. Cmwlth. 2004). “The inquiry for actual agency focuses on the day-today control over the manner of the purported servant’s performance; control is the 

hallmark of a master-servant relationship.” Clayton v. McCullough, 670 A.2d 710, 

714 (Pa. Super. 1996). “The existence of an agency relationship is a question of 

fact.” B & L Asphalt Industries, Inc. v. Fusco, 753 A.2d 264, 269 (Pa. Super. 2000). 

The party asserting the existence of an agency relationship has the burden of 

establishing the same. Wilson Area School District, 860 A.2d at 630. 

Here, although Licensee categorizes the written agreement he executed 

with Khan as an agency agreement, it is titled “Power of Attorney” and states:

I, ZAFIRATOS STAVROS, OWNER OF VENDING 

FOOD CART OPERATING SINCE 1972 IN CENTER

CITY, LICENSE# 310118 AND BUSINESS PRIVILEGE# 

68565, PR[E]VIOUSLY LOCATED ON 5TH STREET 

BETWEEN MARKET AND CHESTNUT STREET EAST 

SIDE,[] AND NOW TEMPORARILY LOCATED ON 

9TH STREET BETWEEN FILBERT AND MARKET 

STREET (EAST SIDE), DO HEREBY APPOINT AND 

AUTHORIZE MR. SALIM KHAN (465 EAST PENN 

AVE DREXEL HILL,[] PA 19026) IN MY NAME, 

PLACE AND STEAD IN ANY WAY WHICH I MYSELF 

COULD DO OR REQUIRED TO DO, WITH RESPECT 

TO ANY MATTER OF MY FOOD CART WITH THE 

LICENSE & INSPECTION DEPARTMENT AND 

HEALTH DEPARTMENT AS DEFINED IN GENERAL 

OBLIGATION LAW TO THE EXTENT THAT I AM 

PERMITTED BY LAW ACT THROUGH AN AGENT.

(Reproduced Record at 15.) 

It is not clear to this Court that the written agreement meets the 

requirements establishing an agency relationship. Rather, the agreement appears to 

be precisely what it is labeled, a power-of-attorney agreement authorizing Khan to act 
7

in Licensee’s stead with respect only to the “license & inspection department and 

health department,” presumably of the City of Philadelphia. Id. Notably absent from 

the agreement is any language authorizing Khan to act in Licensee’s stead in the dayto-day or fiscal operations of the cart. Critically, the agreement does not grant 

Licensee the necessary control over Khan sufficient to constitute a valid agency 

agreement. 

As noted above, the hallmark of a principal-agency relationship is 

control. Here, there is no language in the agreement or evidence in the record that 

Licensee controlled or managed Khan, or directed Khan on behalf of the business; 

neither Khan nor Licensee testified that Licensee exercised any control over Khan. 

Moreover, the agreement does not authorize Khan to act as Licensee’s agent in regard 

to the cart’s day-to-day operations and there is nothing in the agreement indicating 

that Licensee retains any control over Khan and/or the business. Indeed, Licensee did 

not pay Khan for his services; rather, the record indicates that Khan receives 

approximately ninety to ninety-five percent of the cart’s profits, that he pays the 

cart’s employees, and that he pays Licensee approximately five to six percent of the 

cart’s profits each month without providing any written records. Similarly, the record 

indicates that Khan possesses a business privilege license and purchases all of the 

food for the cart. Moreover, Khan testified that he pays the fees for the Vending 

License and uses his own address for annual license renewal. Because these facts 

constitute substantial evidence to support the Board’s finding that Khan was acting on 

his own behalf and not on behalf of Licensee with respect to the Vending License, 

Licensee’s argument that Khan was acting as his agent is unpersuasive.

Nevertheless, Licensee argues that the Board erred in failing to 

sufficiently consider the power of attorney agreement. However, as articulated 
8

above, the power of attorney agreement is insufficient to create an agency agreement. 

Further, the Board expressly found that Khan was not Licensee’s employee, Khan 

was not Licensee’s independent contractor, Khan was acting on his own behalf with 

respect to the Vending License, and Licensee transferred the Vending License to 

Khan. Because these findings are supported by substantial evidence, this Court is 

precluded from revisiting the same. 

Our determination is underscored by this Court’s recent decision in 

Ziemlewicz v. Board of License and Inspection Review (Pa. Cmwlth., No. 1088 C.D. 

2015, filed March 3, 2016), where we addressed an issue nearly identical to that 

presented in the instant matter.1 In Ziemlewicz, the Board affirmed the revocation of 

a licensee’s vending license to operate a food cart because it determined that he 

improperly transferred or assigned his license to a third party (Ali). The licensee 

appealed the revocation to the trial court, which affirmed the Board. The licensee 

appealed to this Court, arguing, inter alia, that he did not transfer or assign control of 

the cart because Ali was acting as his agent. 

On appeal, we noted:

Black’s Law Dictionary defines “assign” as “to convey; to 

transfer rights or property.” BLACK’S LAW DICTIONARY

135 (9th ed. 2009). “Transfer” is defined as “1. [t]o convey 

or removed from one place or one person to another; to pass 

or hand over from one to another, esp[ecially] to change 

over the possession or control of. 2. [t]o sell or give.” Id. at 

1636, [Love v. City of Philadelphia,] 543 A.2d 531 [(Pa. 

1988)]. Both definitions include the phrase “to convey” 

which means “to transfer or deliver (something, such as a 

right or property) to another, esp[ecially] by deed or other 

writing; esp[ecially] to perform an act that is intended to 

 

1

Pursuant to §414 of this Court’s Internal Operating Procedures, this unreported decision is 

not precedential and is only cited for its persuasive value. 
9

create one or more property interests, regardless of 

whether the act is actually effective to create those 

interests.” Id. at 383, 543 A.2d 531 (emphasis added). 

Accordingly, a party’s action may show a transfer despite 

the lack of actual authority to effectuate a legal transfer. 

Id. at 4. 

This Court further noted that the record contained no writing expressing 

a principal-agent relationship; therefore, the licensee relied on a common-law agency 

theory. We reasoned that Ali had apparent control over the business because he 

managed and operated the business on a daily basis and the record contained no 

evidence that the licensee managed or exercised control over Ali. We further 

reasoned that Ali had ultimate financial responsibility for the business because he 

received the revenue, paid expenses, and kept the profits. We also noted that Ali 

maintained the relevant licenses and inspections required for compliance with the 

city’s ordinance; he possessed a commissary license in his name and renewed the 

license using his own check. We further stated that L&I had no record of the licensee 

operating the cart or being present for an inspection since 2006. Accordingly, we 

determined that the licensee, in effect, transferred his licensee to Ali and reasoned 

that public policy favored the result because our holding allowed the City of 

Philadelphia to enforce its system of oversight and accountability underlying the 

licensure process. 

Here, similar to the analysis in Ziemlewicz regarding a common law 

theory of agency, we conclude that the proffered power of attorney agreement did not 

constitute an agency agreement for purposes of the Vending License. Moreover, the 

record contains facts strikingly similar to those presented in Ziemlewicz regarding the 

lack of an agency relationship and the transfer of the license: Khan used his own 

address for Licensee’s city tax account and paid the relevant taxes on the account; 
10

Khan paid the fees for the Vending License and used his own address for license 

renewals; Khan held a business privilege license; Licensee did not possess a 

commissary license; Khan handled all of the affairs regarding the vending cart, 

without any day-to-day oversight by Licensee; and Khan had ultimate financial 

responsibility for the business. These facts constitute substantial evidence sufficient 

to support the Board’s finding that Licensee, in effect, transferred or assigned the 

Vending License to Khan because Khan operated the business and reaped the benefits 

of the same. As in Ziemlewicz, these facts establish Licensee, in effect, transferred 

or assigned the Vending License. 

Accordingly, the trial court’s order is affirmed. 

______________________________

PATRICIA A. McCULLOUGH, Judge
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Stavros Zafiratos, :

Appellant :

: No. 121 C.D. 2016

v. :

:

Board of License and Inspection :

Review :

ORDER

AND NOW, this 22nd day of March, 2017, the December 17, 2015 

order of the Court of Common Pleas of Philadelphia County is affirmed. The City 

of Philadelphia Board of License and Inspection Review’s application for leave to 

file a sur-reply is denied. 

______________________________

PATRICIA A. McCULLOUGH, Judge
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Stavros Zafiratos, :

Appellant :

:

v. : No. 121 C.D. 2016

: Submitted: January 6, 2017

Board of License and Inspection :

Review :

BEFORE: HONORABLE MARY HANNAH LEAVITT, President Judge

HONORABLE PATRICIA A. McCULLOUGH, Judge

HONORABLE JAMES GARDNER COLINS, Senior Judge

OPINION NOT REPORTED

DISSENTING OPINION BY

SENIOR JUDGE COLINS FILED: March 22, 2017

I respectfully dissent from the majority’s conclusions. The evidence

in this case establishes only that an agency relationship was created through the 

action of the parties, as well as the power of attorney. A valid transfer must be

irrevocable.

While the business relationship here is unusual, there is no evidence 

of licensee’s intent to permanently divest his control of this business and/or 

ownership.

______________________________________

JAMES GARDNER COLINS, Senior Judge