[J-10-2016] IN THE SUPREME COURT OF PENNSYLVANIA

MIDDLE DISTRICT SAYLOR, C.J., BAER, TODD, DONOHUE, DOUGHERTY, WECHT , JJ. MORRISON INFORMATICS, INC., ANTHONY M. GRIGONIS, AND MALCOLM H. MORRISON

v.

MEMBERS 1 ST FEDERAL CREDIT UNION, MARK ZAMPELLI, AND SCOTT DOUGLASS

APPEAL OF: MEMBERS 1 ST FEDERAL CREDIT UNION : : : : : : : : : : : : : No. 18 MAP 2015 Appeal from the Order of the Superior Court at No. 467 MDA 2013 dated 8/12/14 affirming in part and vacating in part the Order entered 2/20/13 in the Cumberland County Court of Common Pleas, Civil Division, at No. 2011-4636 and remanding with instructions

ARGUED: November 17, 2015 RESUBMITTED: January 20, 2016

OPINION

CHIEF JUSTICE SAYLOR 1 Decided: May 25, 2016

The central question presented concerns whether a federa l bankruptcy trustee may be substituted as a plaintiff in a civil action prev iously commenced by the debtor in bankruptcy in a Pennsylvania state court, although the st atutory limitations period expired prior to the attempted substitution. Morrison Informatics, Inc. (the “Company”) filed a peti tion for relief under Chapter 7 of the United States Bankruptcy Code in September 20 09. See 11 U.S.C. §§701-784. In due course, Leon P. Haller, Esquire (the “Trustee”), was appointed as trustee. See

id. §701.

1 This matter was reassigned to this author.[J-10-2016] - 2

In May 2011, the Company and two shareholders (the “S hareholders”), who also apparently were officers of the corporation, commenced a civil action in the court of common pleas against Members 1 st Federal Credit Union (the “Credit Union”), Mark Zampelli, and Scott Douglass by filing a praecipe for a writ of summons. See Pa.R.C.P. No. 1007. About a year later, at the Credit Union’ s instance, the common pleas court issued a rule requiring a complaint to be filed. See id. No. 1037(a). In an ensuing complaint, the Company and the Shareho lders asserted that, beginning sometime after January 2005 and continuing i nto 2009, the Company’s finance manager, Zampelli, had colluded with a Credi t Union relationships officer, Douglass, to embezzle Company funds. The complaint adv anced claims against the Credit Union, Zampelli, and Douglass variously sounding in fraud, conversion, civil conspiracy, and negligence. 2 The Credit Union interposed preliminary objections. T his bid for dismissal was based, in material part, on the Company’s lack of autho rization to advance causes of action after seeking bankruptcy relief. According to the Credit Union, upon the filing of a Chapter 7 petition for relief, all equitable and le gal interests – including causes of action which had previously arisen – became part of the bankrup tcy estate subject to the

Trustee’s exclusive control. The Trustee and the Shareholders responded with an ame nded complaint indicating, in the body of the pleading, that the act ion was being pursued by the

2 Douglass eventually also filed a bankruptcy petition, albeit this is immaterial in the context of the Credit Union’s present appeal.[J-10-2016] - 3

Trustee. 3 They simultaneously filed a motion seeking leave to a mend the caption to substitute the Trustee for the Company as a plaintiff. The Credit Union then lodged a second set of prelimina ry objections, in which it maintained, inter alia , that the Company’s participation in the filing of t he writ of summons was a nullity, given the Trustee’s succession to the Company’s rights and interests. Further, according to the Credit Union, no new action could be commenced since the applicable statute of limitations had run. See 42 Pa.C.S. §5524 (establishing a two-year limitations period for the commencement of actions, among others, seeking redress for injuries to persons or property founded on n egligent, intentional, or otherwise tortious conduct, as well as certain other harms which may be remedied per theories sounding in trespass, including deceit or fraud)

. 4 The common pleas court denied the motion to amend and sustained the preliminary objections. Initially, the court found th at the Shareholders lacked standing to pursue civil redress against the Credit Union for injuri es suffered by the Company. As to the Company’s standing, the court agreed with the C redit Union’s position that, when

3 The amended complaint advanced an additional contrac t-based claim against the Credit Union. The parties, however, do not suggest th at this modification alters the legal analysis by which the present appeal should be det ermined.

4 Per Section 108 of the Bankruptcy Code, a trustee may benefit from a two-year extension after an order for relief is deemed to have been issued by the bankruptcy court (or a longer period if a suspension of the initia l limitations period occurs on or after the commencement of the bankruptcy case). See 11 U.S.C. §108(a); see also id. §301(b) (prescribing that “[t]he commencement of a volu ntary case . . . constitutes an order for relief”). Such provision does not appear to be relevant here, however, since the Trustee first attempted to bring himself into the record in the common pleas court more than two years after the Company filed its Chapt er 7 petition (and there is no suggestion that a suspension of the initial limitations period occurred on or after the initiation of the bankruptcy proceeding). In any even t, the Trustee has not relied upon Section 108 in his submissions to this Court, the interme diate court, or the common pleas court.[J-10-2016] - 4

a debtor files a bankruptcy petition, its property becom es that of the estate, and the debtor loses all rights to it. See Morrison Informatics, Inc. v. Members 1 st Fed. Credit

Union , No. 2011-4636 Civ. Term, slip op. at 7 (C.P. Cumberland Feb. 20, 2013) (citing Jones v. Cendant Mortg. Corp. , 396 B.R. 638, 646 (Bankr. W.D. Pa. 2008)). While recognizing that the Trustee had become the real part y in interest, the common pleas court determined that the action commenced by the Comp any must be deemed void ab

initio given the Company’s lack of standing to initiate it. See id. at 9 (citing Thompson v.

Peck , 320 Pa. 27, 30, 181 A. 597, 598 (1935) (“There can be no amendment where there is nothing to amend.”)). In this regard, the co urt stressed that the Trustee must be considered as an entity separate and apart from the Com pany. See id. at 9-10 (“The trustee is not the same entity as the pre-bankruptcy deb tor, but is a new entity with his own rights and duties . . .. The trustee acts as the re presentative of the estate, managing its funds for the benefit of its creditors.” (q uoting In re Fid. Am. Fin. Corp. , 43 B.R. 74, 77 (Bankr. E.D. Pa. 1984), vacated on other grounds sub nom. In re Neshaminy Office Bldg. Assocs. , 62 B.R. 798 (E.D. Pa. 1986))). For this reason, t he

court refused to treat the substitution of the Trustee as being merely in the nature of correcting a technical defect. The common pleas court accepted that amendment in the c ircumstances presented might be appropriate under federal practice, per Federal Rule of Civil Procedure 17(a)(3), which prescribes that “[t]he court ma y not dismiss an action for failure to prosecute in the name of the real party i n interest until, after an objection, a reasonable time has been allowed for the real party in interest to ratify, join, or be substituted into the action.” Fed. R. Civ. P. 17(a)(3 ). See generally Rousseau v.

Diemer , 24 F. Supp. 2d 137, 143-44 (D. Mass. 1998) (applyi ng Rule 17(a)(3) to permit substitution of a bankruptcy trustee as the plaintiff in an action which had been[J-10-2016] - 5

commenced by a discharged debtor, reasoning that “the axiom that substitution of the real party in interest to avoid injustice favors allowi ng the [t]rustee’s motion”). The court stressed, however, that the closest analogue in the Penn sylvania Rules of Civil Procedure, Rule 1033, contains no such express prohibitio n. On the Trustee’s appeal, the Superior Court affirmed in part, vacated in part, and

remanded with instructions. See Morrison Informatics, Inc. v. Members 1 st Fed. Credit

Union , 97 A.3d 1233, 1244 (Pa. Super. 2014). Initially, the intermediate court agreed with the common pleas court’s determination that both t he Company and the Shareholders lacked standing to sue. See id. at 1239. As to the Trustee and his motion to amend the caption, however, the panel viewed the salient question as centering upon whether the Company continued to exist as a legal enti ty after the bankruptcy, not whether its institution of insolvency proceedings had dep rived it of real-party-in-interest status relative to claims against the Credit Union. See, e.g. , id. at 1239 n.2. In this regard, the panel apprehended both that the Company ’s legal and equitable interests became property of the estate as of the commencement of the bankruptcy proceedings,

see id. at 1239 (citing In re Emoral, Inc. , 740 F.3d 875, 879 (3d Cir. 2014)), and that actions by and against “persons” or “entities” unrecognize d at law are void ab initio , see id. at 1240-41 (discussing this Court’s determination, in Thompson , that an action against a deceased person was a nullity). Nevertheless, the Superior Court noted that the Compa ny did not cease to exist upon its filing of a Chapter 7 petition for relief. See id. at 1240 (“Neither [the Credit Union] nor the trial court cites authority for the pr oposition that a pending bankruptcy petition is the equivalent of death.”). Rather, the intermediate court highlighted, the Trustee succeeded to its rights and interests relative to the Credit Union. See id. (“The issue here is that the claims stated in the complaint wer e the property of the bankruptcy[J-10-2016] - 6

estate rather than that of [the Company]. Thus, the [Trustee], and not [the Company], was and is the real party in interest.”). Given its position that the matter concerned real-party -in-interest status rather than a disability fatal to the action’s commencement, t he Superior Court rejected the common pleas court’s rationale supporting dismissal. Rath er, the intermediate court found the issue of whether a bankruptcy trustee may be su bstituted for a debtor when a case stating claims representing property of the estate wa s initiated by the debtor was one of first impression in Pennsylvania. In this regar d, the court distinguished a decision involving an attempted post-limitations-perio d addition of a plaintiff (a municipal authority) in an action commenced by a distinct legal en tity (a municipality), where the rights asserted were not derivative. See id. at 1243-44 (discussing Borough of Berwick v. Quandel Grp. Inc. , 440 Pa. Super. 367, 655 A.2d 606 (1995)). Next, since the issue was a novel one, the Superior Cour t looked to the approaches of other jurisdictions. Upon such review, it found a tendency to permit a real party in interest to be substituted for an origi nal plaintiff, so long as the modification does not alter the factual allegations asserted or oth erwise cause prejudice to the

defendant. See id. at 1241-42 (citing Cloud v. Northrop Grumman Corp. , 79 Cal. Rptr. 2d 544, 554 (Cal. Ct. App. 1998) (“[A]n amendment t o substitute in the real party in interest is entitled to relation-back effect.”); Miller v. Campbell , 192 P.3d 352, 356 (Wash. 2008) (holding that the substitution of a bankru ptcy trustee as a plaintiff related back to the original filing of an action by a debtor i n bankruptcy); Rice v. Adam , 575 N.W.2d 399, 405 (Neb. 1998) (concluding that a district court had erred in dismissing a cause of action without providing the plaintiff the op portunity to amend the pleadings to substitute a bankruptcy trustee as the real party in in terest); 67A C.J.S. Parties §73 (2014); 59 A M

. J UR

. 2 D Parties §318 (2014) (“[C]ourts generally hold that the plea dings[J-10-2016] - 7

in an action brought by a nominal plaintiff (or one suing for the use of another) may be amended to substitute the real party in interest (or p erson for whose benefit the suit is brought) at least where the claims and recovery sought were included in the original complaint.”)). The intermediate court was persuaded b y the rationale applied in such

cases and discussed in the treatises. Additionally, given the derivative nature of the ri ghts and interests administered by the Trustee, the Superior Court did not attribut e, to his substitution as the plaintiff, the effect of adding a new party or cause of action. See Morrison Informatics , 97 A.3d at 1244. Furthermore, the panel members did not believ e that the Credit Union would suffer any surprise as a result of the amendment, since th e Company had discussed its bankruptcy in the body of the initial complaint. See id. The Superior Court also discussed Rule of Civil Procedure 1033’s liberal policy favoring amendment. See id. at 1240 (“Leave to amend lies within the sound discret ion of the trial court and the right to amend should be l iberally granted at any stage of the proceedings unless there is an error of law or resulting prejudice to an adverse party.” (quoting Hill v. Ofalt , 85 A.3d 540, 557 (Pa. Super. 2014))). For the ab ove reasons, and in such context, it found that the common pleas court had erred and abused its discretion in denying the amendment. See id. at 1241, 1244. We allowed appeal to consider the merits of the Superi or Court’s holding in such regard. As the issues presented are ones of law, our r eview is plenary. The litigants agree that, once it became a Chapter 7 debtor in ban kruptcy, the Company surrendered its ability to pursue relief against the Credit Union. See 11 U.S.C. §§301, 541(a); Emoral, Inc. , 740 F.3d at 879 (“A cause of action that is ‘propert y of the estate’ is properly pursued by the bankruptcy trustee because it inu res to the benefit of all creditors.”). Accordingly, there is no disagreement that the Trustee became the real[J-10-2016] - 8

party in interest relative to causes of action against the Credit Union. See United States v. Whiting Pools, Inc. , 462 U.S. 198, 204-05 & n.9, 103 S. Ct. 2309, 2313 & n.9 (1983) (explaining that property of the estate, subject to a dministration by a bankruptcy trustee, includes causes of action which accrued prior to the filin g of the petition for relief). See generally

Pa.R.C.P. No. 2002(a) (prescribing, subject to limited exceptions, that “all actions shall be prosecuted by and in the name of the real party in interest”). The parties do dispute, however, the impact of the Company ’s disability upon the Trustee’s ability to enter and maintain the action that had be en initiated by the Company. Presently, the Credit Union references In re Estate of Sauers , 613 Pa. 186, 32 A.3d 1241 (2011), for the proposition that a person o r entity without authority to bring an action lacks the capacity and standing to sue. See id. at 198, 32 A.3d at 1248 (quoting

67A C.J.S. Parties

§11 (2011)). Consistent with the decision of the comm on pleas court, the financial institution maintains that an actio n by or against one lacking the capacity and/or standing to sue is a nullity. See, e.g. , Brief for the Credit Union at 20 (“[T]he Trial Court’s decision to dismiss was grounded on the straightforward and logical tenet of Pennsylvania law that a valid action at law requires a person or entity which has the legal capacity and right to bring it.”). Along these lines, the Credit Union criticizes the Super ior Court’s analysis concerning whether the Company “exists” as immaterial t o the dispositive circumstance entailing the Company’s lack of authority to sue. See, e.g. , id. at 15 (“The issue is not whether the person or entity ‘exists’ when attempting to bring the action, but whether it has the legal capacity and right to do so.”). According to the Credit Union, no proper plaintiff or cause of action ever was before the commo n pleas court, and the Superior Court departed from 125 years of consistent jurisprudenc e -- including the decisions in

Sauers , Maxson v. McElhinney , 370 Pa. 622, 88 A.2d 747 (1952), Thompson , and[J-10-2016] - 9

Usher v. West Jersey Railroad Co. , 126 Pa. 206, 17 A. 597 (1889) -- in ruling to the contrary. Alternatively, the financial institution mai ntains, even if the case caption were amendable in the abstract, such amendment could not be implemented validly, after the expiration of the applicable statutory limitations pe riod, to add the Trustee, a new party entirely separate and distinct from the Company. See, e.g. , Brief for the Credit Union at 31-39 (citing, inter alia , Kincy v. Petro , 606 Pa. 524, 536-37, 2 A.3d 490, 497 (2010), La Bar v. N.Y., Susquehanna & W. R.R. Co. , 218 Pa. 261, 264-65, 67 A. 413, 414 (1907), Borough of Berwick , and Prevish v. Nw. Med. Ctr. – Oil City Campus , 692 A.2d 192, 205 (Pa. Super. 1997) ( en banc )). The Trustee’s responsive arguments are consistent with the decision of the intermediate court. In particular, the Trustee emphasi zes that his interests derive from and are limited according to the Company’s predecessor i nterests. See, e.g. , Brief for the Trustee at 8 (“It is well settled that ‘the trustee stands in the shoes of the debtor and can only assert those causes of action possessed by the debt or.’” (quoting Hays & Co. v. Merrill Lynch, Pierce, Fenner & Smith, Inc. , 885 F.2d 1149, 1154 (3d Cir. 1989))); id. at 15 (“The trustee is not asserting new and distinct causes of action and is merely stepping in the shoes of [the Company].”). Accordingly, the Trustee perceives no prejudice to the Credit Union associated with his contin uance of the action against it. At the outset, we observe that a procedural dynamic of this case militates in favor of allowing the amendment to substitute the Trustee f or the Company as the plaintiff in the action against the Credit Union, given the libera l policy reflected in the applicable

rules. See Pa.R.C.P. No. 1033 (“A party, either by filed consen t of the adverse party or by leave of court, may at any time change the form of action, add a person as a party, correct the name of a party, or otherwise amend the pl eading.”); Hoare v. Bell Tel. Co.

of Pa. , 509 Pa. 57, 60, 500 A.2d 1112, 1114 (1985) (expla ining that “our rules permit[J-10-2016] - 10

liberal amendment of the pleadings in order to secure a proper determination of the merits”); Saracina v. Cotoia , 417 Pa. 80, 83, 208 A.2d 764, 765 (1965) (noting that amendments to pleadings under Rule of Civil Procedure 1033 “should be granted with liberality so as to secure determination of cases on thei r merits whenever possible ” (emphasis in original)). Although our procedural rul es do not contain an express analogue to Federal Rule of Civil Procedure 17(a)(3) , they certainly do not foreclose the amendment sanctioned by the Superior Court. Moreover, as a policy matter, consistent with the ration ale employed by a number of other jurisdictions, we find good cause to adopt a relation-back approach permitting a bankruptcy trustee to enter into and to maintain an act ion previously filed by a debtor. Initially, as both parties recognize, federal bankruptcy law is designed precisely to permit a trustee to “stand[] in the shoes” of the debto r. Wornick v. Gaffney , 544 F.3d 486, 490 (2d Cir. 2008). Particularly given that th e impediment to the Company’s own ability to assert claims against the Credit Union arises u nder federal law, we believe that it is appropriate to afford some deference to the sal ient federal policies involved. In this regard, a main interest underlying federal bankruptcy law is the fulfilment, as much as possible, of creditor interests. See, e.g. , In re Mitchell , 357 B.R. 142, 155 (Bankr. C.D. Cal. 2006). The vindication of the interests of innocent creditors, a nd the absence of prejudice to defendants, are primary themes in the lin e of decisions from other jurisdictions which employ a relation-back approach permi tting bankruptcy trustees to enter into actions previously initiated by debtors. A s explained by one court:

[T]he plaintiff debtor derived no benefit from fili ng in his own name rather than that of the trustee; the creditors of the bankrupt would otherwise be deprived of the potential asset; and the defendants would not be prejudiced since they h ad[J-10-2016] - 11 notice of the claim and the issues remained the same excep t for the addition of the trustee as a party. Asmus v. Capital Region Family Practice , 115 S.W.3d 427, 436-37 (Mo. Ct. App. 2003) (citing Hammes v. Brumley , 659 N.E.2d 1021, 1030 (Ind. 1995)). 5 We recognize the legitimacy of the Credit Union’s obse rvation that recourse to relation-back theory is in tension with language employ ed in a number of decisions of this Court. As this Court frequently reiterates, howev er, the holdings of judicial decisions are to be read against their facts, see, e.g. , Oliver v. City of Pittsburgh , 608 Pa. 386, 395, 11 A.3d 960, 966 (2011) (citing Commonwealth v. McCann , 503 Pa. 190, 195, 469 A.2d 126, 128 (1983)), and there simply is n o precedent controlling substitution in a scenario involving a bankruptcy trustee. More broadly, none of the cases referenced by the Credi t Union involve substitution of a real party in interest for a direct p redecessor in interest per federal law. Concededly, the Court’s precedent has taken a hard line relative to proceedings errantly initiated against deceased persons, see, e.g. , Thompson , 320 Pa. at 30, 181 A. at 598;

cf. Prevish , 692 A.2d at 204-05 (reflecting the en banc Superior Court’s refusal to employ relation-back theory to validate an action imp roperly commenced against an

5 Accord Putzier v. Ace Hardware Corp. , 50 F. Supp. 3d 964, 984 (N.D. Ill. 2014) (collecting cases for the proposition that “courts in this [ d]istrict and in other circuits have tended to allow for substitution by a trustee in the context of bankruptcy”); Miller v. Campbell , 192 P.3d 352, 356 (Wash. 2008) (highlighting that “the substitution changes only the representative capacity of the parties, not the nature of the claims against which [the defendant] must defend”); Hammes , 659 N.E.2d at 1030 (“We believe that permitting bankrupt parties to substitute the trustee as the real party in interest is sound public policy[;] [t]he innocent creditors of the plainti ff-debtors should not suffer due to commencing a lawsuit in the name of the plaintiff-debt or rather than in the name of the trustee.”). But see Bibbs v. Cmty. Bank of Benton , 289 S.W.3d 393, 398-99 (Ark. 2008) (refusing to apply relation-back theory to permit a b ankruptcy trustee to enter a civil action as the real party in interest, particularly wher e such status was not difficult to determine).[J-10-2016] - 12

estate, in light of an attempted amendment to substitu te the estate executor), 6 as well as in scenarios in which plaintiffs have not appeared in the appropriate capacity as required per express statutory commands, see, e.g. , La Bar , 218 Pa. at 263-65, 67 A. at 413-14; Maxson , 370 Pa. at 626, 88 A.2d at 749; Usher , 126 Pa. at 216, 17 A. at 599. Nevertheless, the cases are not entirely homogenous in t erms of such strictness. See,

e.g. , Holmes v. Pa. R.R. Co. , 220 Pa. 189, 193, 69 A. 597, 598 (1908) (“Without question, a change in the name of partners, or the add ing of the names of partners omitted by mistake, or the name of another administrat or or trustee, or of a use plaintiff would be allowed after the bar of the statute [of li mitations]” where “ [t]he cause of action remain[s] the same, and no change in the allegations or proofs [is] invol ved, and the defendant [is] not in the slightest degree prejudiced b y it.” (emphasis added)). Moreover, in our considered judgment, permitting substi tution of a bankruptcy trustee as the real party in interest does not offend e ither the terms of, or the policy underlying, the applicable statute of limitations. T he operative statute, reposed in Section 5524 of the Judicial Code, merely indicates that a negligence action or proceeding “must be commenced” within a two-year perio d. 42 Pa.C.S. §5524(2), (7). Facially, the statute is satisfied, since the present acti on was, in fact, commenced within the salient period. 7

6 The Sauers

decision, referenced by the Credit Union, touches on this line of cases, albeit that the Court determined that an estate had legal capacity to implicate legal processes in an attempt to redirect the proceeds of a life insurance policy from a named beneficiary to a named contingent beneficiary. See Sauers , 613 Pa. at 199-200, 32 A.3d at 1249. The decision, however, does not have a relation-back dynamic, and thus, we do not consider its general discussion of legal capacity to be particularly useful in addressing the present, discrete scenario which involved re lation back on account of directly derivative interests.

7 We note that this Court has treated statutes of limi tations as warranting strict construction, given that their purpose is to prevent stal e claims which might prejudice (continuedN)[J-10-2016] - 13

Nor does it alter our analysis that the present action w as commenced via writ of summons. Straightforward procedures are available to defendants to redress uncertainties connected with the filing of a writ of sum mons, principally, in the form of securing the issuance of a rule upon the plaintiff to fi le a complaint within twenty days.

See Pa.R.C.P. No. 1037(a). Here, we deem the salient p oints to be that: an action had been “commenced” in a timely fashion, 42 Pa.C.S. §552 4; see also Pa.R.C.P. No. 1007 (providing that an action may be “commenced” by the f iling of a praecipe for a writ of summons); application of the relation-back doctrine in fa vor of a bankruptcy trustee is in no way inconsistent with the actual terms of the govern ing statutory limitations regime; and such application represents the better policy. In t his last regard, the approach

avoids forfeitures detrimental to creditors that would result from a per se approach, even in the absence of prejudice to defendants.

(Ncontinued) the defense. See, e.g. , Bonfitto v. Bonfitto , 391 Pa. 187, 188, 137 A.2d 277, 278 (1958) (affirming on the basis of a common pleas court’s decision) . This statement about strict construction is somewhat confounding, since the Statutory C onstruction Act directs, generally, that statutes not expressly subject to strict c onstruction under this enactment’s own terms are to be construed liberally to p romote their purposes and in the interests of justice. See 1 Pa.C.S. §1928(c). See generally Perry Dane, Jurisdictionality, Time, and the Legal Imagination , 23 H OFSTRA L. R EV . 1, 62 n.188 (1994) (discussing the courts’ inconsistent usage of the term “strict construction” in the limitations arena). In context, in this line of cases, it appears that the Court meant that statutes of limitations are to be construed in favor of the defendant’s interest in being free from stale litigation (which entails liberal constr uction in favor of the statute’s litigation bar). See, e.g. , Bonfitto , 391 Pa. at 188, 137 A.2d at 278. In all events, t his “strict construction” in favor of a defendant’s interests is certainly a tempered application, as, for example, the Court allows for to lling of certain limitations periods via a particular construction of the term “accrual” (of action s), as that term is employed in the statutory delineation of methods of computing pe riods of limitations generally. See Wilson v. El-Daief

, 600 Pa. 161, 176-77, 964 A.2d 354, 363 (2009) (di scussing the prevailing construction of Section 5502(a) of the Judici al Code, 42 Pa.C.S. §5502).[J-10-2016] - 14

Although we recognize that the interests of a debtor and a trustee may diverge in some respects, we find it most important that trustees’ interests are derivative, and accordingly, they generally cannot assert any greater ri ghts as against defendants than

debtors could have in the first instance. In summary, while we depart from the Superior Court’ s focus on the continued “existence” of the Company after the initiation of in solvency proceedings, we also reject a strict rule foreclosing a relation-back approach to subst itution of a bankruptcy trustee

for a debtor. 8 Instead, we hold that relation back in favor of a fe deral bankruptcy trustee is appropriate, at least where the trustee has acted in a reasonably diligent fashion to secure his or her substitution, and there is no demonstra ble prejudice to defendants. 9

8 Notably, some jurisdictions maintain a determinative distinction between standing and real-party-in-interest status in the application of rel ation-back theory. See generally Tate v. Snap-On Tools Corp. , No. 90 C 4436, slip. op. , 1997 WL 106275, at *4 (N.D. Ill. Feb. 11, 1997) (“The distinction between standing to su e and the real party in interest doctrine is, understandably, often blurred by judges an d lawyers.”); Hammes , 659 N.E.2d at 1029-30 (taking the position that standing r efers to injury in fact and realparty-in-interest status concerns whether the person is the true owner of the right sought to be enforced); Asmus , 115 S.W.3d at 434-35 (same). Our present decision, however, rests on narrower grounds centered on the discre te circumstances presented involving the interests of a federal bankruptcy truste e deriving directly from those of a debtor in bankruptcy.

9 We make no determination here that the Trustee, in fact, has acted in a reasonably diligent fashion, or that prejudice to the Credit Uni on is absent, as such inquiries are beyond the scope of our present review of the legal i ssue arising out of the common pleas court’s per se approach to the dismissal. See Morrison Informatics, Inc. v. Members 1 st

Fed. Credit Union , ___ Pa. ___, 111 A.3d 170 (2015) ( per curiam ) (centering the questions presented on the consequences of the Company’s lack of legal authorization to commence a civil action to vindicate causes of action that accrued before it filed its Chapter 7 petition). The appeal also was not accepted to resolve subsidiary di sputes, such as the degree to which the Trustee may have attempted to add addition al claims and/or causes of action. See supra note 3. As to such matters, we observe only that the c ommon pleas court’s (continuedN)[J-10-2016] - 15

The order of the Superior Court is affirmed and the matter is remanded for further proceedings consistent with this opinion.

Justices Baer, Todd, Donohue and Dougherty join the opin ion. Justice Wecht files a concurring opinion.

(Ncontinued) decision to dismiss the action did not address a number of the challenges otherwise raised in the Credit Union’s preliminary objections. See, e.g. , Preliminary Objections to Amended Complaint in Morrison Informatics , No. 2011-4636 Civ. Term, at ¶63 (asserting that “plaintiffs’ claim for breach of implied contract fails to state a claim [and] is merely a restatement of their negligence claim”).