J-A14017-23

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

ELLIOTT GREENLEAF, P.C.

v.

RICHARD C. DEMARCO 

Appellant

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 2862 EDA 2022

Appeal from the Judgment Entered October 25, 2022

In the Court of Common Pleas of Montgomery County Civil Division at 

No(s): 2018-08557

BEFORE: PANELLA, P.J., DUBOW, J., and SULLIVAN, J.

MEMORANDUM BY DUBOW, J.: FILED SEPTEMBER 1, 2023

Appellant, Richard C. DeMarco, appeals from the entry of judgment in 

favor of Elliott Greenleaf, P.C., in this declaratory judgment action arising from 

a dispute over payment of a $11,330,804.15 legal referral fee. After careful 

review, we affirm.

The relevant facts and procedural history, as gleaned from the certified 

record, including the trial court’s factual findings set forth in its September 2, 

2022 Findings of Fact and Conclusions of Law (“FFCL”) and its December 28, 

2022 Opinion, are as follows. On November 11, 2011, Elliott Greenleaf, P.C. 

(“EG”) hired Appellant as “of counsel.” EG paid Appellant a set salary and a 

discretionary bonus. EG did not permit Appellant to have a “side practice” and 

Appellant agreed to devote his full-time efforts to the firm. The terms of 

Appellant’s employment with EG did not entitle Appellant to a fixed percentage 

of fees from business origination.
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In 2014, when Appellant was a full-time employee of EG, Appellant 

learned about the catastrophic injury that a minor, Z.G., suffered in a propane 

tank explosion and that her family was looking for a lawyer to represent her 

interests. Z.G.’s brother, Eddie, contacted Appellant to obtain representation. 

Appellant then notified EG attorneys Frederick Santarelli and Dean Phillips

about the case.

1

 In turn, Attorney Phillips contacted Benjamin Baer, Esquire, 

an associate at Saltz, Mongeluzzi, Barrett & Bendesky, P.C. (“SMBB”), a firm 

that specializes in catastrophic personal injury cases, about representing Z.G. 

Attorney Phillips and Attorney Baer, Appellant and SMBB partner Andrew Duffy 

met to discuss EG’s potential referral of the case to SMBB. 

The Contingent Fee Agreement Between Eddie and EG

Meanwhile, Attorney Phillips interacted with Eddie about entering into 

an agreement with EG to handle the case.2 Attorney Phillips prepared a 

standard EG Contingent Fee Agreement and Power of Attorney for Eddie to 

sign on behalf of Z.G. as her guardian. Attorney Phillips gave the fee 

agreement to Appellant for Eddie’s signature. In July 2014, Eddie signed the 

fee agreement as “Guardian-In-Fact of Minor Immigrant.” Appellant was not 

a party to the fee agreement.

____________________________________________

1 Attorney Phillips was responsible for screening and intake of new tort cases 

at Elliott Greenleaf.

2 Attorney Phillips dealt with Eddie at this time because Z.G. was still a minor 

and was hospitalized. 
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The Referral Fee Agreement Between EG and SMBB

Shortly thereafter, SMBB Attorney Baer and EG Attorney Phillips had a 

telephone conversation about the referral fee for Z.G.’s case. On August 6, 

2014, Attorney Phillips sent Attorney Baer an email memorializing the referral 

fee arrangement between the law firms. In the email, Attorney Phillips stated, 

in relevant part, “Ben, can you please confirm in writing our fee agreement in 

the [Z.G.] matter? My understanding is that you have agreed to pay my firm 

1/3 of the legal fee unless the legal fee itself is 40% in which case my firm’s 

share of the fee is 40%. We have also agreed that your firm will keep us in 

the loop on significant developments and that we will continue to interact with 

the Gabriel family?” Email, 8/6/14.

Later that same day, Attorney Baer replied by email to Attorney Phillips 

confirming the details of the referral agreement as set forth by Attorney 

Phillips. Appellant was not even mentioned, let alone given any legal rights 

to the referral fee in this agreement.

The Contingent Fee Agreement Between SMBB and Z.G.

After EG referred Z.G.’s case to SMBB, Eddie signed a contingent fee 

agreement with SMBB on Z.G.’s behalf. On November 7, 2014, Z.G., who had 

turned 18, signed a SMBB contingent fee agreement. That agreement stated: 

“If you have been referred to our Firm by another attorney, our Firm may 

divide our fee for legal services with the referring attorney. You, as the client, 

are only responsible to pay one fee to both our Firm and the attorney who 
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referred you to our Firm.”3 Eddie and Z.G. were aware that there was a 

referral fee for this case and never objected to it or the payment of it to EG. 

Appellant is not mentioned, let alone given any legal rights to the referral fee 

in the contingent fee agreement between SMBB and Z.G.

The December 1, 2016 Letter

On December 28, 2016, Appellant voluntarily terminated his 

employment with EG. Prior to terminating his employment, however, 

Appellant drafted a letter for Z.G.’s approval, dated on December 1, 2016, 

purporting to end her attorney-client relationship with EG and indicating that 

she intended for Appellant to continue to represent her. The letter also 

asserted that Z.G. would like Appellant to receive compensation upon the 

conclusion of the litigation being handled by SMBB. 

Z.G., however, did not sign and return this letter to Appellant until 

sometime in the summer of 2017. Similarly, Appellant did not provide a copy 

of this letter to EG or SMBB for another year, in May 2018, when Appellant 

filed a complaint against EG.

In connection with leaving EG’s employ, in late 2016, Appellant also 

spoke with Attorney Santarelli, who was then EG’s president. Appellant 

informed Attorney Santarelli that he was leaving EG and going to a new firm. 

With respect to Z.G.’s case, Appellant prepared an exit memo reflecting Z.G.’s 

____________________________________________

3 Attorney Baer testified that the expression “by another attorney” was 

standard language used in SMBB’s contingent fee agreements whether the 

referral came from an individual attorney or a law firm. N.T. Trial, 7/11/22, 

at 102-104.
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purported interest in continuing to work with Appellant at his new firm and 

asserting that he had an interest in the SMBB referral fee. Santarelli and 

Appellant did not reach an agreement about Appellant’s interest in the referral 

fee before Appellant departed EG at the end of 2016.

After he left EG, Appellant continued to assist Z.G. and Eddie with other 

matters including their financial situation regarding high-interest loans, their 

depositions in the personal injury matter, and immigration issues.

On January 29, 2018, Appellant sent an email to Robert J. Mongeluzzi, 

Esquire, of SMBB stating that he referred Z.G. to SMBB, that he had left EG, 

that he continued to represent Z.G. and Eddie, and that he wanted to discuss 

how to appropriately handle payment of the referral among SMBB, EG, and 

Appellant’s new firm. 

On April 20, 2018, SMBB settled Z.G.’s case. On April 25, 2018, 

Attorney Mongeluzzi sent a letter to EG, Attorney Phillips, and Appellant 

notifying them of the settlement and the expected amount of the referral fee. 

Attorney Mongeluzzi attached a copy of the August 6, 2014 email between 

Attorney Phillips and Attorney Baer which Attorney Mongeluzzi identified as 

“the referral agreement between our firms.” 

On May 1, 2018, EG filed a Complaint seeking a declaratory judgment

against Appellant to establish its right to payment of the referral fee from 

SMBB. EG asserted that because Appellant was not a party to the referral 

agreement between EG and SMBB or the contingent fee agreement between 

SMBB and Z.G., he had no contractual right to the referral fee. 
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The next day, Appellant filed a complaint seeking declaratory relief 

against EG.

4

 Appellant asserted that he was entitled to the referral fee 

claiming that Z.G. had discharged EG as her counsel when she followed 

Appellant to his new firm. Appellant also asserted that EG had failed to 

perform under the terms of the referral agreement with SMBB which required 

EG to continue to interact with Z.G.’s family.

On March 26, 2019, EG filed a Second Amended Complaint asserting 

additional tort claims. On July 11, 2019, Appellant filed an Answer, New 

Matter and Counterclaim. EG filed a response to Appellant’s New Matter and 

Counterclaim on July 25, 2019. 

On March 30, 2022, EG filed a Motion to Bifurcate Trial requesting that 

the court decide its declaratory judgment claim and a jury decide its tort 

claims. EG asserted that there were no disputed facts for a jury to resolve 

with respect to the determination of the parties’ rights under the referral 

agreement. On April 11, 2022, Appellant filed an answer to the motion in 

which he averred that since the trial court had denied the parties’ cross-

____________________________________________

4 Appellant filed his Complaint in the Philadelphia County Court of Common 

Pleas. On May 23, 2018, the Montgomery County Court of Common Pleas

granted EG’s Motion for Coordination, Stay and Transfer of the Philadelphia 

action. Appellant appealed from that order, and, on January 22, 2019, this 

Court affirmed, effectively consolidating the Philadelphia and Montgomery 

actions in the Montgomery County Court of Common Pleas.
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motions for summary judgment there must be disputed factual issues that 

should be decided by a jury pursuant to the Declaratory Judgments Act.

5

 

At the court’s direction, Appellant submitted a list of purported material 

facts in dispute, after which the court held a hearing on EG’s motion to 

bifurcate. At the hearing, EG argued that “this is a simple contract case. . . . 

The contract at issue is a referral fee. And the referral fee is between [EG] 

and [SMBB]. And that is memorialized in an August 6, 2014 email[.]” N.T. 

Hr’g, 6/9/22, at 4-5. EG also argued that Appellant had repeatedly 

acknowledged in the pleadings and by failing to respond to EG’s request for 

admissions that Appellant is not a party to the referral agreement. Appellant 

argued that whether Z.G. consented to EG getting the referral fee was the 

primary material fact in dispute. He did not argue that Z.G. was unaware of 

the referral fee agreement between EG and SMBB or that she had objected to 

it.

Following the hearing, the trial court concluded that none of the 

purported disputed facts were material to the core legal issues in the case. 

The court identified those issues as: “(1) whether the referral agreement 

between EG and SMBB is legally enforceable; (2) whether the contingent fee 

agreement signed by Z.G. with SMBB is legally enforceable; and (3) whether 

Z.G.’s letter dated December 1, 2016, voided EG’s referral agreement with 

____________________________________________

5 On February 4, 2020, EG filed a “Motion for Summary Judgment on Count I 

for Declaratory Relief on the Express Terms of its Written Referral Agreement.” 

Appellant filed an answer and cross-motion for partial summary judgment on 

March 12, 2020. On July 28, 2020, the trial court denied both motions.
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SMBB.” Trial Ct. Op., 12/28/22, at 14. The court, therefore, granted EG’s 

motion to bifurcate.6

On July 11 and July 12, 2022, the trial court held a bench trial on the 

parties’ cross-motions for declaratory relief. The parties thereafter submitted 

proposed findings of fact and conclusions of law. On September 2, 2022, the 

trial court issued findings of fact, conclusions of law, and a declaratory 

judgment in favor of EG and against Appellant. The court determined that the 

August 6, 2014 referral agreement was enforceable between SMBB and EG, 

and, therefore, that Appellant had no legal right to the referral fee. 

Accordingly, it concluded that EG was entitled to receive the entire referral 

fee.

Appellant filed a timely post-trial motion and EG filed a motion for 

prejudgment interest. Following a hearing, the trial court denied both motions

and entered judgment in favor of EG.

This timely appeal followed. Both Appellant and the trial court complied 

with Pa.R.A.P. 1925.

Appellant raises the following six issues on appeal:

1. Whether the [c]ourt erred in failing to apply Pennsylvania 

Rule of Professional Conduct 1.5 to the facts of the case 

at trial, where the [c]ourt deviated from the plain 

language of the Rule and ignored portions of the ethics 

opinion on which it relied, because the client never 

consented to the original referral agreement; the original 

referral agreement relied on the client’s brother for 

authority, which he did not possess; the client was never 

____________________________________________

6 EG withdrew its tort claims prior to trial.
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advised of what attorneys would share in the fee or even 

who the referring attorney was; and when the client was 

advised of the referral arrangement upon which 

[Appellant] and [EG] relied, she objected and directed 

the fee be paid to [Appellant], who she understood to be 

the referring attorney[?]

2. Whether the [c]ourt erred by limiting this matter to a 

non-jury trial in Montgomery County, where Pa. Const. 

art. 1, § 6, 42 Pa. Stat. Cons. Stat. Ann § 7539, Pa.R.C.P. 

601(b)[,] and caselaw are consistent on the existence of 

a right to a jury trial in this matter, in which the parties 

tried declaratory judgment claims regarding the 

impairment or enforcement of contractual rights 

concerning claims to a sum of money, and material facts 

were disputed, including disputes over whether the client 

was advised of who would share the divided fee, whether 

the client objected to [EG’s] participation in the divided 

fee, whether the client terminated [EG], and whether 

[Appellant] disclosed that the client and her case would 

go with him when he left [EG?]

3. Whether the [c]ourt erred in finding that the termination 

of [EG] by the client had no effect, where the December 

1, 2016 letter discharged [EG] well before the settlement 

of the underlying case, [SMBB] had the December 1, 

2016 letter well in advance of the settlement and 

discussed it with the client, and Pennsylvania law holds 

not only that a lawyer has no possessory interest in a 

client’s case, but in fact requires that a discharged 

attorney’s rights are limited to quantum meruit[?]

4. Whether the [c]ourt erred in permitting [Appellant’s] 

pleading of legal theories to conclusively determine facts, 

where paragraphs 23, 24, and 26 of [Appellant’s] answer 

and paragraph 42 of [Appellant’s] counterclaim, were 

improperly used to make factual determinations when 

they are indeterminate, inconsistent, or ambiguous as to 

facts at issue in light of the testimony and evidence at 

trial, or are mere conclusions of law[?]

5. Whether the [c]ourt erred in permitting the requests for 

admission to conclusively determine facts in paragraph 

160 of its [d]ecision, where the [c]ourt accepted 

conclusions of law as to facts with respect to [Appellant’s] 
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relationship with [SMBB] (with respect to number 11), 

the uncontroverted evidence at trial requires that the 

interests of justice be served by recognizing that 

[Appellant] did tell Santarelli that the client wanted 

[Appellant] to continue to represent her when he left 

[EG] and thus discharge [EG] (with respect to number 

7)[?]

6. Whether the [c]ourt erred in paragraph 25 of the 

[decision] in finding that the August 6, 2014 email’s 

requirement that [EG] “continue to interact with the 

Gabriel family” was not a material term of the 

agreement, which [EG] failed to perform[?]

Appellant’s Brief at 5-7.

A.

Appellant challenges the trial court’s determination that he had no legal 

right to the referral fee in whole or in part. 

When reviewing a trial court’s decision in a non-jury trial, our standard 

of review is well-established. “We may reverse the trial court only if its 

findings of fact are predicated on an error of law or are unsupported by 

competent evidence in the record. As fact finder, the judge has the authority 

to weight the testimony of each party’s witnesses and to decide which are 

most credible.” Parker Oil Co. v. Mico Petro and Heating Oil, LLC, 979 

A.2d 854, 856 (Pa. Super. 2009) (citation omitted). The trial judge’s findings 

made after a bench trial must be given the same weight and effect as a jury 

verdict and will not be disturbed on appeal unless they are not supported by 

competent evidence in the record. Levitt v. Patrick, 976 A.2d 581, 589 (Pa. 

Super. 2009). “Furthermore, our standard of review demands that we 
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consider the evidence in the light most favorable to the verdict winner.” Id.

(citation omitted).

“The Declaratory Judgments Act empowers courts to declare rights, 

status, and other legal relations whether or not further relief is or could be 

claimed and these declarations have the force and effect of a final judgment 

or decree.” Selective Way Ins. Co. v. Hospitality Group Servs. Inc., 119 

A.3d 1035, 1046 (Pa. Super. 2015 (en banc) (citations and internal quotation 

marks omitted). “Our standard of review in a declaratory judgment action is 

limited to determining whether the trial court clearly abused its discretion or 

committed an error of law.” Erie Ins. Grp. v. Catania, 95 A.3d 320, 322 

(Pa. Super. 2014) (citation omitted).

B.

In his first issue, Appellant asserts that the trial court erred in 

determining that EG is entitled to the referral fee because SMBB and EG 

violated Pennsylvania Rule of Professional Conduct 1.5(e) (“Rule 1.5(e)”). 

Appellant’s Brief at 24-33. Appellant claims that even though he was not a 

party to the referral agreement, the alleged violation of Rule 1.5(e) provides 

a legal basis for his right to the referral fee. 

In particular, Appellant argues that EG and SMBB violated Rule 1.5(e)

because Z.G. never agreed to the referral agreement between EG and SMBB, 

the original referral agreement relied on Eddie for authority—which Appellant 

baldly claims Eddie did not possess—and EG and SMBB did not disclose to 

Eddie and Z.G. the identities of the lawyers who would share in the fee 
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generated by Z.G.’s case. Id. He also avers that the court erred by 

disregarding Z.G.’s December 1, 2016 letter objecting to the fee splitting 

arrangement. Id. at 29-30. The trial court properly rejected this argument.

As an initial matter, this claim fails because Pennsylvania Rule of 

Professional Conduct 1.5(e) permits the division of a fee for legal services with 

another lawyer in a different firm if “the client is advised of and does not object 

to the participation of all the lawyers involved” and the total fee is “not illegal 

or clearly excessive.” Pa.R.P.C. 1.5(e).

It is axiomatic, however, that the Pennsylvania Rules of Professional 

Conduct “do not have the effect of substantive law” or “give rise to a cause of 

action.” In re Adoption of M.M.H., 981 A.2d 261, 272-73 (Pa. Super. 2009)

(citation omitted). Rather, the Rules are merely “a basis upon which to 

sanction a lawyer through the disciplinary process.” Id. at 273. Thus, even 

if the trial court found that EG and SMBB violated Rule 1.5(e), such violation 

does not provide a legal foundation for Appellant’s claim.

Additionally, even assuming arguendo that a violation of the Rules of 

Professional Conduct did create a private cause of action, Appellant would not 

have standing to bring a claim because he is not the party aggrieved by any 

purported violation of the Rules of Professional Conduct. Rather, Z.G. would 

be the proper plaintiff in that action. As noted above, Z.G. is not a party to 

Appellant’s complaint.

Finally, even if Appellant could overcome these undisputed legal 

obstacles to support this argument and we found that the trial court erred in 
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not voiding the referral agreement between EG and SMBB, the voiding of the 

agreement would not magically create legal rights for Appellant—a non-party 

to the referral agreement—to the referral fee. 

Accordingly, because the Rules of Professional Conduct do not have the 

effect of substantive law, Appellant cannot state a claim for relief predicated 

on their purported violation. This claim, thus, fails.

C.

In his second issue, Appellant asserts that the trial court erred in 

granting EG’s motion to bifurcate thereby denying him a jury trial on his 

declaratory judgment claim. Appellant’s Brief at 33-45. He disagrees with 

the trial court’s conclusion that there were no disputed issues of fact with 

respect to the declaratory judgment claim.

7

 Therefore, relying on Article 1, 

____________________________________________

7 Appellant claims that the parties disputed: (1) whether Z.G. consented to a 

division of SMBB’s legal fee with EG in light of her letter of December 1, 2016, 

and her affidavit; (2) whether Z.G. objected to EG receiving any part of the 

fee from her personal injury case; (3) whether Z.G. terminated EG; (4) 

whether Z.G. consented to a division of SMBB’s legal fee with Appellant; (5)

whether EG performed under the August 6, 2014 email between Phillips and 

Baer after Appellant left EG; (6) whether Appellant disclosed to EG and Fred 

Santarelli that the Z.G. case would go with him after he left EG; (7) whether 

EG did anything to mitigate any of its alleged damages after Appellant said he 

would leave EG in 2016; (8) whether a duty existed for Appellant to compel 

EG’s clients to pay EG after Appellant went to work for another firm; (9) 

whether EG’s alleged damages were caused by persons other than Appellant; 

(10) whether EG must honor the terms of its retainer agreement with Z.G. 

regarding what it is owed after it was terminated; and (11) what quantum 

meruit amount, if any, EG is entitled based on the time expended on Z.G.’s 

case. Appellant’s Brief at 36-37.
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Section 6 of the Pennsylvania Constitution, 42 Pa.C.S. § 7539(b), and 

Pa.R.C.P. 1601(b), he claims that he was entitled to a jury trial. 

Section 7539(b) of the Declaratory Judgments Act provides that “[w]hen 

a proceeding under [the Act] involves the determination of an issue of fact, 

such issue may be tried and determined in the same manner as issues of fact 

are tried and determined in other civil actions[.]” 42 Pa.C.S. § 7539(b)

(emphasis added). 

With respect to jury trials in declaratory judgment actions, Pa.R.C.P. 

1601(b) states: “[i]f the right to trial by jury of disputed issues of fact exists 

in such an action, it shall be deemed waived unless demanded in the time and 

manner provided in [the Rules.]” Pa.R.C.P. 1601(b). The Note to Rule 

1601(b) provides that “Rule 1601(b) gives no specific guidance on the 

existence of a right to a jury trial[.]” Id. at Note.

Contrary to Appellant’s claim, neither Section 7539(b) nor Rule 1601(b) 

entitle him to a jury trial on his declaratory judgment claim. In fact, the plain 

language of both militates against such a finding. Section 7539(b) clearly 

states that disputed issues of fact in a declaratory judgment action may be 

determined by a jury. Similarly, the note to Rule 1601(b) explicitly refuses to 

provide guidance on the right to a jury trial in declaratory judgment actions.

Appellant also argues that the Pennsylvania Constitution guarantees him 

a right to a jury trial because this case is equivalent to an action in assumpsit

for money damages, which, historically, would have been tried before a jury 
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if there had been disputed issues of fact. Appellant’s Brief at 34 (citing Pa. 

Const. Art. I § 6). 

In support of this claim, Appellant relies on Petrecca v. Allstate Ins. 

Co., 797 A.2d 322 (Pa. Super. 2002). In Petrecca, the plaintiffs filed suit 

against Allstate asserting claims of breach of insurance contract and bad faith

seeking monetary damages on both claims. Id. at 324. The trial court denied 

Allstate’s request for a jury trial. Id. Following a bench trial, the court entered 

a monetary judgment in favor of the plaintiffs. Id. On appeal, Allstate 

challenged, inter alia, the trial court’s denial of its request for a jury trial on 

its breach of contract claim and this court reversed. Id. at 324-26.

8

 In so 

doing we held that “[i]t is axiomatic that the right to a jury trial applies to 

breach of contract claims requesting only monetary damages.” Id. at 325.

Seeking to benefit from the holding in Petrecca, Appellant claims that 

this case “would have been an assumpsit action—if it was an action for money 

not in a tort context—but rather than implead the client or SMBB for breach 

of contract or a related claim, the parties to this matter sued each other in 

declaratory judgment[.]” Appellant’s Brief at 34. In other words, Appellant 

avers that this would have been an assumpsit action for which he would have 

had a guaranteed right to a jury trial if this were an entirely different cause 

of action with different parties.

____________________________________________

8

It bears noting that Petrecca was not a case addressing claims brought 

under the Declaratory Judgment Act.
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We find Appellant’s reliance on Petrecca misplaced and his claim 

unavailing. Notably, Petrecca is not a case addressing claims brought under 

the Declaratory Judgment Act, but rather simply addresses the right to a jury 

trial in a breach of contract action for money damages. In addition, unlike the 

plaintiffs in Petrecca, the parties here were not seeking monetary damages, 

but rather a declaration of their respective rights under the referral fee 

agreement. Thus, notwithstanding Appellant’s assertion that, under a 

different and hypothetical set of facts and circumstances he would be entitled 

to a jury trial, given the actual facts, circumstances, and claims asserted by 

the parties here, Appellant is not entitled to relief on this claim. 

D.

In his third issue, Appellant claims that the trial court erred in failing to 

give effect to Z.G.’s letter dated December 1, 2016, purporting to discharge 

EG as her attorneys to void the referral fee agreement between EG and SMBB. 

Appellant’s Brief at 45-49. He asserts that the letter had the “legal effect” of 

transferring the referral fee to him. He further argues that, because Z.G. had 

terminated her relationship with EG, EG’s recovery is limited to quantum 

meruit under its original retainer agreement with Z.G. Id.

In addressing this claim, the trial court explained that: 

The letter was drafted in 2016, signed by Z.G. in 2017, and 

produced in 2018 after the underlying case already settled. It 

does not reference a contract or fee agreement between Z.G. and 

[Appellant]. It does not use the expressions “referral fee,” 

“discharge,” or “termination.” There is no stated “objection” to 

any of the four agreements in this case: (1) no objection to the 

fee agreement by Eddie (on Z.G.’s behalf) with EG; (2) no 
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objection to Eddie’s fee agreement (on Z.G.’s behalf) with SMBB; 

(3) no objection to Z.G.’s own fee agreement with SMBB; and (4) 

no objection to the referral agreement between EG and SMBB.

Trial Ct. Op. at 21. The court found enforceable the referral agreement 

between EG and SMBB and, separately, the contingent fee agreement 

between Z.G. and SMBB. Id. at 24. Critically, the court noted that “Z.G. was 

not a party to the referral agreement between EG and SMBB and has no legally 

cognizable interest in this dispute since the amount of her recovery remains 

unchanged regardless of who gets the referral fee.” Id. at 25. 

We agree with the trial court. Simply, as a non-party to the referral fee 

agreement, Z.G. had no legal authority to void it or alter its terms to provide 

for payment of the fee to Appellant.9

E.

In his fourth issue, Appellant avers that the trial court erred in finding 

that statements in his pleadings were judicial admission and not, as he insists, 

merely statements “fram[ing] legal theories” and setting forth legal 

conclusions concerning contract formation and termination. Appellant’s Brief 

at 49-57. In particular, Appellant asserts that the court improperly used

paragraphs 23 and 24 of his answer to EG’s complaint and paragraphs 26 and 

42 of his counterclaim to make factual determinations where the statements 

made in those paragraphs did not admit factual issues. He argues that the 

____________________________________________

9 Having affirmed the trial court’s determination that Z.G.’s letter did not 

terminate the referral fee agreement between EG and SMBB, we need not 

address Appellant’s claim that EG’s recovery is limited to quantum meruit. 
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court erred in concluding that Appellant admitted that: (1) the referral fee 

agreement was valid and enforceable; (2) he explained the referral fee 

agreement to Z.G.; and (3) Z.G. approved of payment of a referral fee to EG.

Id. at 53-54, 56.

“Statements of fact by one party in pleadings, stipulations, testimony, 

and the like, made for that party’s benefit, are termed judicial admissions and 

are binding on the party.” Coleman v. Wyeth Pharmaceuticals, Inc., 6 

A.3d 502, 524 (Pa. Super. 2010). See also Steinhouse v. Herman Miller, 

Inc., 661 A.2d 1379, 1382 (Pa. Super. 1995) (“Averments in pleadings 

constitute binding judicial admissions, conclusive in their nature insofar as 

their effect is confined to the case in which they are filed.”). Judicial 

admissions are automatically considered “true and cannot be contradicted by 

the admitting party.” Cogley v. Duncan, 32 A.3d 1288, 1292 (Pa. Super. 

2011) (citation omitted). Such admissions “must be a clear and unequivocal 

admissions of fact” and “are limited in scope to factual matters otherwise 

requiring evidentiary proof, and are exclusive of legal theories and conclusions 

of law.” Koziar v. Rayner, 200 A.3d 513, 521 (Pa. Super. 2018) (citation 

omitted).

Paragraph 26 of Appellant’s Counterclaim states:

26. [Appellant], in consultation with other attorneys at 

[EG], decided to refer Z.G.’s matter to co-counsel Ben Baer 

at [SMBB], for litigation aspects of the representation. On 

August 6, 2014, Dean Phillips of [EG] confirmed the referral 

of Z.G.’s case to [SMBB] through an email. (See Phillips 

email of Aug. 6, 2014, attached as Exhibit C. hereto.)
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Counterclaim, 7/11/19, at ¶ 26 (emphasis added)

Appellant argues that the trial court erred in concluding that this 

statement demonstrates that Appellant admitted that the referral fee 

agreement was valid and enforceable. Appellant’s Brief at 53. In addressing 

this issue, however, the trial court explained that it found that in this 

paragraph, Appellant factually admitted that EG referred Z.G.’s case to SMBB 

and that the August 6, 2014 email between Attorneys Baer and Phillips 

confirmed the referral. The court further explained that the testimony at trial 

was entirely consistent with the factual averment in this pleading. Thus, the 

court concluded that it constituted a judicial admission. The court did not, 

contrary to Appellant’s argument, conclude that Appellant had admitted that 

the referral fee agreement was valid and enforceable, merely that the August 

6, 2014 email confirmed the existence of a referral agreement.10

Paragraph 23 of Appellant’s answer to EG’s second amended complaint 

states:

23. Denied as stated. [Appellant] and [SMBB] negotiated the 

referral arrangement over a period of weeks. The email of 

August 6, 2014, confirmed the arrangement. Denied that it 

was negotiated in Montgomery County; all negotiations took place 

in Philadelphia County. Admitted that [EG], in exchange for 

a referral fee, assumed all obligations with respect to client 

contact and support that it did not perform.

Answer, 7/11/19, at ¶ 23 (emphasis added).

____________________________________________

10 The court separately made a legal conclusion characterizing the email as

“clear[ly] and unequivocal[ly]” confirming “the existence of a valid and 

enforceable referral fee between EG and SMBB.” Findings of Fact and 

Conclusions of Law, 9/2/22, at 24.
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The trial court found that Appellant factually admitted that EG, and not 

Appellant, was the party to the referral fee agreement with SMBB and that the 

August 6, 2014 email confirmed the terms of the agreement. The trial court 

explained that this admission was consistent with the trial testimony of 

Attorneys Baer and Phillips, and with Appellant’s trial testimony that “if I was 

still at [EG, ] the fee would be paid to [EG].” Trial Ct. Op. at 27 (citing N.T. 

Trial, 7/12/22, at 109). We agree with the trial court’s conclusion that this 

constitutes a judicial admission.

Paragraph 24 of Appellant’s answer to EG’s second amended complaint 

states:

24. Denied as stated. [Appellant] negotiated the referral and 

explained it to the client. Denied as to the assumption of 

responsibility by [SMBB], as [EG] promised that it would “continue 

to interact with the Gabriel family,” an important element of 

keeping the client satisfied and involved, and performed this 

obligation solely through [Appellant] during [Appellant’s] time 

with [EG], and breached that obligation through nonperformance 

after [Appellant] left [EG].

Answer at ¶ 24 (emphasis added).

The trial court explained that it found this statement represents 

Appellant’s judicial admission that he negotiated and explained the referral 

agreement to Z.G. Appellant argues that the statement only goes so far as 

to admit that he negotiated the “referral” and explained “it” to Z.G.—not that 

he negotiated and explained the referral fee arrangement between EG and 

SMBB to the parties. Appellant’s Brief at 54. This position is, however, 

inconsistent with Appellant’s own testimony that he explained the terms of the 
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referral fee agreement to Z.G. and Eddie and that they knew EG was to receive 

the referral fee from SMGG.11 Accordingly, we agree with the trial court that 

this statement constitutes a judicial admission.

Finally, Paragraph 42 of Appellant’s counterclaim states:

42. The legal effect of Z.G.’s letter was to withdraw her 

approval of a payment to [EG] of the referral fee on her matter, 

directing that it go to [Appellant].

Counterclaim at ¶ 42 (emphasis added).

Appellant argues that the trial court erred by concluding that Appellant 

had made a judicial admission about the legal effect of Z.G.’s letter. 

Appellant’s Brief at 56. Our review indicates, however, that contrary to 

Appellant’s claim, the trial court concluded that this paragraph represented a 

judicial admission of fact that Z.G. had at some time earlier approved the 

referral fee payment to EG. In support of the court’s conclusion, it opined that 

this reading of paragraph 42 was consistent with Appellant’s trial testimony 

that Z.G. “would have approved of a payment to [EG] if I was working there.” 

Trial Ct. Op. at 27 (citing N.T. Trial, 7/11/22, at 169.). Thus, the trial court 

properly treated this statement as a judicial admission.

____________________________________________

11 See N.T. Trial, 7/12/22, at 100-102 (where Appellant testifies that he was 

present when Eddie signed the contingency fee agreement with SMBB and 

explained it to him, including the provision that stated that lawyers from two 

different firms would be splitting or sharing the fee generated); id at 103-106

(where Appellant testified that he explained to Z.G. that the referral fee would 

not come out of her recovery and that Attorney Baer also explained to Z.G. 

and Eddie how the contingency fee agreement worked).
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In sum, we agree with the trial court that each of the disputed 

statements in Appellant’s pleadings were judicial admissions of fact, confirmed 

by the evidence at trial, upon which the trial court based its legal conclusion 

that the referral fee agreement was valid and enforceable between EG and 

SMBB. Appellant is, therefore, not entitled to relief on this claim.

F.

In his fifth issue, Appellant challenges the trial court’s determination 

that Appellant was bound by his admissions under Pa.R.C.P. 4014. Appellant’s 

Brief at 57-58. In particular, referring to EG’s Request for Admission ¶ 11, he 

claims that “in finding that [Appellant] admitted that he never entered into a 

referral fee agreement with SMBB in connection with the Z.G. personal injury 

matter, the [c]ourt impermissibly accepted a conclusion of law as fact.” Id.

at 58. He concludes, therefore, that the trial court committed reversible error 

by not disregarding the purported conclusion of law sought in this request for 

admission. Id. Appellant also asserts that “the interests of justice require 

this Court to disregard Request for Admission No. 7” in which Appellant 

inadvertently admitted that he did not inform anyone at EG that Z.G. wished 

to discharge EG. Id.

This Court has explained the following regarding requests for admissions 

under Pa.R.C.P. 4014. 

[Rule 4014] permits a party to serve upon another party a written 

request for the admission of the truth of certain matters relating 

to statements or opinions of fact or the application of the law to 

fact. Pa.R.C.P. 4014(a). This includes questions regarding the 

execution, correctness, genuineness, authenticity, signing, 
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delivery, mailing, or receipt of any document described in the 

request for admissions. Id. “The purpose of this discovery tool 

is to clarify and simplify the issues raised in prior pleadings in 

order to expedite the litigation process.” Christian v. 

Pennsylvania Fin. Responsibility Assigned Claims Plan, [] 

686 A.2d 1, 5 (Pa. Super. 1996) (citation omitted)[]. Unless the 

party responds to the request within 30 days (45 days for 

a defendant), the matter is deemed admitted. Pa.R.C.P. 

4014(b). 

Estate of Borst v. Edward Stover Sr. Testamentary Trust, 30 A.3d 1207, 

1210 (Pa. Super. 2011) (emphasis added). “Conclusions of law are not within 

the permissible scope of requests for admissions; requests must call for 

matters of fact rather than legal opinions and conclusions.” Christian, 686 

A.2d at 5. “Any matter admitted under [Pa.R.C.P. 4014] is conclusively 

established unless the court on motions permits withdrawal or amendment of 

the admission.” Pa.R.C.P. 4014(d).

Our review of the record indicates that, on April 1, 2019, EG served 

Appellant with Requests for Admissions. Appellant failed to respond.12 

Accordingly, pursuant to Pa.R.C.P. 4014(b), the trial court found that 

Appellant had admitted the facts set forth in the requests, including those 

Appellant now seeks to withdraw. Notably, Appellant never filed a motion to 

withdraw or amend his admissions pursuant to Rule 4014(d). Accordingly, 

____________________________________________

12 In Appellant’s brief to this Court, Appellant omitted the significant fact that 

he failed to respond to the request for admissions, thus resulting in their 

deemed admission.
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the trial court properly deemed these statements admitted and Appellant is 

not entitled to relief on this claim.13

G.

In his final issue, Appellant claims that the trial court erred in finding 

that EG’s purported contractual obligation to “continue to interact” with Z.G. 

was immaterial to whether Appellant has a legal right to the referral fee. 

Appellant’s Brief at 59-61. 

In addressing this claim, the trial court aptly explained that Appellant 

lacks standing to raise it. The trial court opined that “[e]ven if continued 

contact with Z.G. were a material term of the referral agreement,[14] EG’s 

alleged non-performance of this obligation is SMBB’s to assert as the 

contracting party with EG.” Trial Ct. Op. at 30-31 (emphasis in original). We 

agree and conclude that this claim does not garner Appellant relief.

H.

In sum, following our review, we conclude Appellant is not entitled to 

any relief on his claims and the trial court properly entered a declaratory 

judgment in favor of EG.

____________________________________________

13 We also observe that, contrary to Appellant’s argument, the admission set 

forth at No. 11 is a statement of fact and not a conclusion of law. 

14 The court also concluded that continued involvement with Z.G. was not a 

material term of the referral fee agreement based, at least in part, on the 

testimony of the drafting party—EG Attorney Phillips—and the approving 

party—SMBB Attorney Baer. 
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Judgment affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 9/1/2023