J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

2023 PA Super 119

RIVERVIEW CARPET & FLOORING, 

INC., A PENNSYLVANIA 

CORPORATION, MASCO INTERIORS, 

INC., A PENNSYLVANIA 

CORPORATION, ROLAND PASTUCHA

ELECTRIC, INC., A PENNSYLVANIA 

CORPORATION, AND JERRY TIGANO, 

AN ADULT INDIVIDUAL, D/B/A 

TIGANO PAINTING AND 

WALLCOVERING.

v.

PRESBYTERIAN SENIORCARE, A 

PENNSYLVANIA NON-PROFIT 

CORPORATION, LONGWOOD AT 

OAKMONT, INC., A PENNSYLVANIA 

NON-PROFIT CORPORATION, 

RICHARD G. AUFMAN, AN ADULT 

INDIVIDUAL TRADING AND DOING 

BUSINESS AS Z.G. HUNLEY CORP., 

ZADOK GRAHM HUNLEY CORP., A 

PENNSYLVANIA CORPORATION 

TRADING AND DOING BUSINESS AS 

Z.G. HUNLEY CORP., SODEXO 

OPERATIONS, LLC, A DELAWARE 

LIMITED LIABILITY COMPANY, AND 

JOHN R. MCCOLLUM, AN ADULT 

INDIVIDUAL

APPEAL OF: ZADOK GRAHM HUNLEY

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 670 WDA 2021

Appeal From the Judgment Entered May 11, 2021

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

No(s): GD 18-012048

RIVERVIEW CARPET & FLOORING, 

INC., A PENNSYLVANIA 

CORPORATION, MASCO INTERIORS, 

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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INC., A PENNSYLVANIA 

CORPORATION, ROLAND PASTUCHA 

ELECTRIC, INC., A PENNSYLVANIA 

CORPORATION, AND JERRY TIGANO, 

AN ADULT INDIVIDUAL, D/B/A 

TIGANO PAINTING AND 

WALLCOVERING.

v.

PRESBYTERIAN SENIORCARE, A 

PENNSYLVANIA NON-PROFIT 

CORPORATION, LONGWOOD AT 

OAKMONT, INC., A PENNSYLVANIA 

NON-PROFIT CORPORATION, 

RICHARD G. AUFMAN, AN ADULT 

INDIVIDUAL TRADING AND DOING 

BUSINESS AS Z.G. HUNLEY CORP., 

ZADOK GRAHM HUNLEY CORP., A 

PENNSYLVANIA CORPORATION 

TRADING AND DOING BUSINESS AS 

Z.G. HUNLEY CORP., SODEXO 

OPERATIONS, LLC, A DELAWARE 

LIMITED LIABILITY COMPANY, AND 

JOHN R. MCCOLLUM, AN ADULT 

INDIVIDUAL

APPEAL OF: RICHARD G. AUFMAN

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 No. 674 WDA 2021

Appeal From the Judgment Entered May 11, 2021

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

No(s): GD 18-012048

PRESBYTERIAN SENIORCARE AND 

LONGWOOD AT OAKMONT, INC.

v.

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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RICHARD G. AUFMAN, I/T/D/B/A 

Z.G. HUNLEY CORP., ZADOK GRAHM 

HUNLEY CORP.,I/T/D/B/A Z.G. 

HUNLEY CORP., JOHN R. MCCOLLUM, 

SODEXO OPERATIONS, LLC AND 

JOSEPH SEPCIC, I/T/D/B/A Z.G. 

HUNLEY CORP.

APPEAL OF: SODEXO OPERATIONS, 

LLC

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 No. 676 WDA 2021

Appeal from the Judgment Entered May 11, 2021

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

No(s): GD 15-015968

RIVERVIEW CARPET & FLOORING, 

INC., A PENNSYLVANIA 

CORPORATION, MASCO INTERIORS, 

INC., A PENNSYLVANIA 

CORPORATION, ROLAND PASTUCHA 

ELECTRIC, INC., A PENNSYLVANIA 

CORPORATION, AND JERRY TIGANO, 

AN ADULT INDIVIDUAL, D/B/A 

TIGANO PAINTING AND 

WALLCOVERING.

v.

PRESBYTERIAN SENIORCARE, A 

PENNSYLVANIA NON-PROFIT 

CORPORATION, LONGWOOD AT 

OAKMONT, INC., A PENNSYLVANIA 

NON-PROFIT CORPORATION, 

RICHARD G. AUFMAN, AN ADULT 

INDIVIDUAL TRADING AND DOING 

BUSINESS AS Z.G. HUNLEY CORP., 

ZADOK GRAHM HUNLEY CORP., A 

PENNSYLVANIA CORPORATION 

TRADING AND DOING BUSINESS AS 

Z.G. HUNLEY CORP., SODEXO 

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 677 WDA 2021
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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OPERATIONS, LLC, A DELAWARE 

LIMITED LIABILITY COMPANY, AND 

JOHN R. MCCOLLUM, AN ADULT 

INDIVIDUAL

APPEAL OF: SODEXO OPERATIONS, 

LLC

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Appeal from the Judgment Entered May 11, 2021

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

No(s): GD 18-012048

RIVERVIEW CARPET & FLOORING, 

INC., A PENNSYLVANIA 

CORPORATION, MASCO INTERIORS, 

INC., A PENNSYLVANIA 

CORPORATION, ROLAND PASTUCHA 

ELECTRIC, INC., A PENNSYLVANIA 

CORPORATION, AND JERRY TIGANO, 

AN ADULT INDIVIDUAL, D/B/A 

TIGANO PAINTING AND 

WALLCOVERING.

v.

PRESBYTERIAN SENIORCARE, A 

PENNSYLVANIA NON-PROFIT 

CORPORATION, LONGWOOD AT 

OAKMONT, INC., A PENNSYLVANIA 

NON-PROFIT CORPORATION, 

RICHARD G. AUFMAN, AN ADULT 

INDIVIDUAL TRADING AND DOING 

BUSINESS AS Z.G. HUNLEY CORP., 

ZADOK GRAHM HUNLEY CORP., A 

PENNSYLVANIA CORPORATION 

TRADING AND DOING BUSINESS AS 

Z.G. HUNLEY CORP., SODEXO 

OPERATIONS, LLC, A DELAWARE 

LIMITED LIABILITY COMPANY, AND 

JOHN R. MCCOLLUM, AN ADULT 

INDIVIDUAL

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 733 WDA 2021
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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APPEAL OF: LONGWOOD AT 

OAKMONT, INC.

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Appeal from the Judgment Entered May 11, 2021

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

No(s): GD-18-012048

BEFORE: BENDER, P.J.E., OLSON, J., and KUNSELMAN, J.

OPINION BY BENDER, P.J.E.: FILED: July 10, 2023

Sodexo Operations, LLC (“Sodexo”), Richard G. Aufman, and Zadok 

Grahm Hunley (“Hunley”) each appeal — at docket numbers 677 WDA 2021,

674 WDA 2021, and 670 WDA 2021, respectively — from the trial court’s May 

11, 2021 judgment entered at GD 18-012048 following a non-jury trial.1 

Longwood at Oakmont, Inc. (“Longwood”) cross-appeals at docket number 

733 WDA 2021 from this same judgment. In addition, Sodexo appeals at 

docket number 676 WDA 2021 from a separate May 11, 2021 judgment 

entered at GD 15-015968.

2

 Upon review, we affirm in part and reverse in part

the judgment entered at GD 18-012048, and we affirm the judgment entered 

at GD 15-015968. 

Background 

____________________________________________

1 We note that the spelling of Hunley varies throughout the record between 

‘Hunley’ and ‘Hunly’. We use the spelling that is used in the caption of its 

appeal in this writing, i.e., ‘Hunley’. 

2 We have consolidated these cases sua sponte pursuant to Pa.R.A.P. 513. 

See Pa.R.A.P. 513 (“Where there is more than one appeal from the same 

order, or where the same question is involved in two or more appeals in 

different cases, the appellate court may, in its discretion, order them to be 

argued together in all particulars as if but a single appeal.”).
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 6 -

The trial court summarized the background of this matter as follows:

I. The Parties 

Presbyterian SeniorCare (“PSC”) is a Pennsylvania not-for-profit 

corporation that provides continuum senior living and care 

services in fifty-three (53) separate housing communities. 

Longwood ... is one of PSC’s retirement communities.

[Sodexo] is a multi-national, interdisciplinary service provider. 

Sodexo offers food and senior living services including facilities 

management. Sodexo also has a construction division. PSC and 

Longwood engaged Sodexo to provide facilities management 

services at each of their respective campuses. 

John McCollum (“McCollum”) is an individual who spent most of 

his career running his own construction company, W.F. Cody. He 

was an employee of Sodexo during all times material to this 

litigation. Sodexo assigned McCollum to perform its obligations at 

both PSC and Longwood.

[Aufman] is a self-employed CPA. He is also a shareholder in 

several corporations, and a friend and business associate of 

McCollum. 

Joseph Sepcic (“Sepcic”) is an architect. He is also a friend and 

business associate of McCollum.

[Hunley] is a company, which Aufman incorporated on March 15, 

2014, at the instruction of McCollum. Aufman owns twenty (20) 

percent of Hunley’s shares. Sepcic owns the remaining shares. 

Aufman operated Hunley out of his home[-]office accounting 

practice. 

Riverview Carpet & Flooring, Inc., Masco Interiors, Inc., Roland 

Pastucha Electric, Inc.,[3] and Tigano Painting and Wallcovering 

(collectively referred to hereinafter as the “Subcontractors”) are 

all Pennsylvania Subcontractors. McCollum engaged the 

Subcontractors on behalf of Hunley to perform construction and 

finishing work on Longwood’s campus. 

____________________________________________

3 The captions referred to ‘Roland Pastucha Electric, Inc.,’ as ‘Roland Patacha 

Electric, Inc.’ We have amended them accordingly. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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II. Factual and Procedural Background

On December 21, 2011, Sodexo and Longwood entered into a 

Facilities Management Agreement (“Longwood Management 

Agreement”) with a term beginning January 16, 2012[,] and 

ending January 16, 2015. The Longwood Management Agreement 

required Sodexo to provide Longwood with a qualified General 

Manager to function as the head of Longwood’s maintenance 

department. Thereafter, on May 24, 2012, Sodexo and PSC 

entered into a Facilities Management Agreement (“PSC 

Management Agreement”) with a term beginning July 10, 2012[,] 

and ending July 10, 2015. From 2012 to 2014, Sodexo provided 

Longwood with a succession of on-site managers who did not 

adequately fulfill their roles and were repeatedly replaced by 

Sodexo. Meanwhile, McCollum and Sepcic discussed forming a 

construction company together. During these discussions[,] 

McCollum recommended that Sepcic contact Aufman. 

In January of 2014, while the General Manager position at 

Longwood was vacant, Sodexo assigned McCollum to assist 

Longwood with a water pipe emergency. McCollum approached 

Aufman and Sepcic[,] and asked them whether they were 

interested in performing some work for PSC. Although, at this 

time, Hunley had not yet been incorporated, McCollum 

recommended Hunley to Longwood as a potential general 

contractor. McCollum told Longwood that he was personally 

familiar with Hunley, and that Hunley came highly recommended 

by others. Hunley then submitted bids, which Longwood accepted 

as a result of McCollum’s recommendations. Once the water pipes 

were fixed, Longwood asked Sodexo to retain McCollum at the 

Longwood campus. Sodexo agreed, hoping that McCollum would 

become indispensable to Longwood, and remedy Sodexo’s 

deficient performance in relation to the Longwood Management 

Agreement. 

In March of 2014, Paul Peterson (“Peterson”), Longwood’s new 

executive director, recognizing an urgent need for renovations, 

opted to establish a benchmark pricing structure for new unit 

turnovers instead of obtaining multiple bids for each unit. 

Peterson tasked McCollum with obtaining estimates based on work 

done in the past. McCollum represented that Hunley[’s] estimates 

were lower than Bill Bonura Cabinets’ estimates.1 Peterson 

accepted McCollum’s representations of the estimates, and the 

benchmarks were set accordingly.
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 8 -

1 Bill Bonura Cabinets is a contractor Longwood engaged in 

the past. 

McCollum had a significant role in Longwood’s renovations. 

McCollum was responsible for gathering information on both the 

scope of work and the pricing for each unit renovation. 

Additionally, McCollum was tasked with overseeing the 

construction work. After a project was complete, McCollum 

obtained the general contractor’s invoices and was responsible for 

submitting these invoices to Longwood’s Accounts Payable 

Department. Even though Hunley submitted bids as a general 

contractor, Hunley did no actual work itself. Instead, McCollum 

engaged subcontractors and monitored the subcontractors[’]

work. Hunley had no employees or expenses. 

In May of 2014, Aufman and his wife incorporated a company 

called Iron Bull Interiors, LLC. During this time, McCollum’s 

performance at Longwood appeared to be satisfactory. McCollum 

quickly established himself as an integral part of the unit turnover 

process. Accordingly, Peterson deferred to McCollum, as Peterson 

trusted McCollum’s construction experience, and McCollum’s 

control of the invoice and capital approval process increased.

After September of 2014, McCollum’s submission of invoices 

became increasingly sporadic. McCollum began withholding 

invoices for long periods of time, which made it difficult for 

Longwood to track costs on an ongoing basis. McCollum’s 

practices also impacted Longwood’s cashflow. Eventually, for the 

first time in 20 years, Longwood had to seek additional capital 

from its Board of Directors. This made it extremely difficult for 

Longwood to verify whether the invoices fell below or above 

Longwood’s benchmarks. At the same time, Hunley hired 

McCollum’s son Grahm, as an intern. Hunley listed Grahm as the 

Vice President on the company’s signature card at First National 

Bank. Hunley also gave Grahm check writing authority on behalf 

of Hunley. 

In October of 2014, several of [Longwood’s] executives received 

an anonymous letter, which accused McCollum of having an 

improper interest in Hunley. This letter raised questions regarding 

Longwood’s process for retaining contractors. Longwood 

confronted and interviewed McCollum in person about the 

allegations, which McCollum denied. Longwood also directed 

McCollum to respond to the allegations in writing, which McCollum 

did. Longwood thereafter asked McCollum to fill out and sign 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Longwood’s conflict[-]of[-]interest statement. McCollum 

completed and signed Longwood’s conflict[-]of[-]interest 

statement and represented that he had no conflicts of interest. 

Longwood also asked Aufman if McCollum had any interest in 

Hunley. Aufman denied that McCollum had any interest 

whatsoever. After Longwood concluded its investigation, 

Longwood provided Sodexo with all ... the aforementioned 

information so that Sodexo could conduct its own review and 

investigation of the matter. Based upon Longwood’s 

investigation, and McCollum’s and Aufman’s assurances, 

Longwood’s suspicions were mitigated, and Longwood took no 

further action. 

In December of 2014, Longwood discovered a large number of 

delinquent Hunley invoices and thereafter informed Sodexo of 

McCollum’s problematic invoice practices. A few Sodexo 

executives expressed their distrust of McCollum via internal 

correspondences. However, Sodexo’s executives never shared 

their opinion of McCollum with Longwood. Meanwhile, Aufman 

formed Fairbanks Holding Co., Inc., for McCollum, and Grahm took 

ownership of Iron Bull, LLC, which was originally formed by 

Aufman and Aufman’s wife. On December 9, 2014, Grahm opened 

a bank account for Iron Bull, LLC. On the same day, McCollum 

opened a bank account for Fairbanks Holding Co., Inc.[] The 

authorized signatories for Fairbanks Holding Co., Inc., include 

McCollum (as president), McCollum’s wife, Regina (as secretary), 

and Grahm (as vice president). 

In January of 2015, the Longwood Management Agreement was 

set to automatically renew. However, Longwood sent written 

notice to Sodexo that Longwood was opting out of the automatic 

renewal and terminating the Longwood Management Agreement. 

Nevertheless, because the PSC Management Agreement was not 

set to expire until July of 2015, Longwood decided that it preferred 

to end all relationships with Sodexo at the same time as PSC. 

Although Sodexo offered Longwood an agreement with an 

expanded scope, Longwood declined. Longwood instead 

purs[u]ed a limited extension of the Longwood Management 

Agreement and began negotiations with Sodexo for the same. On 

January 16, 2015, Longwood and Sodexo entered into a consulting 

agreement (“Longwood Consulting Agreement”). The Longwood 

Consulting Agreement provided that Sodexo would continue 

providing services at the Longwood campus until the end of June[] 

2015. McCollum continued to manage and oversee Longwood’s 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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renovations, and Sodexo continued to provide oversight and 

supervision over McCollum’s work at Longwood. 

By March of 2015, McCollum began shredding excessively large 

quantities of paper. McCollum discarded the shredded paper in 

various trash cans around Longwood’s campus. In total, 

McCollum’s shredded paper filled about five full trash cans per 

day. Meanwhile, Grahm systematically wrote checks on behalf of 

Hunley to Iron Bull, LLC[,] totaling $975,000.00. Grahm then 

wrote checks from Iron Bull, LLC to Fairbank[s] Holding Co., Inc., 

totaling $868,000.00. Of the funds transferred via check from 

Iron Bull, LLC to Fairbanks Holding Co., Inc., $111,989.50 went 

to Grahm personally. Grahm also wrote a check totaling 

$33,000.00 directly to himself. Iron Bull, LLC transferred another 

$10,000.00 to W.F. Cody. 

On April 16, 2015, McCollum had a verbal altercation with a 

Longwood employee. Thereafter, on May 1, 2015, Longwood 

hired John Bulger (“Bulger”) as a Facilities Director. Although 

McCollum was originally supposed to help Bulger transition into 

his new role, due to McCollum’s verbal altercation with a 

Longwood employee, Longwood asked Sodexo to remove 

McCollum from Longwood’s campus. On his own, Bulger 

attempted to understand where Longwood’s renovations projects 

stood in terms of cost and completion status. However, Bulger’s 

mission was frustrated because Bulger could not find adequate 

records. Additionally, there remained a large number of Hunley 

invoices, which Hunley claimed were overdue. 

On May 22, 2015, Bulger convened a meeting with Aufman and 

several disgruntled Subcontractors whom Hunley had not paid. 

The end result of the meeting was that Aufman agreed to provide 

Bulger with additional information so that Bulger could verify 

Hunley’s invoices. However, Aufman later refused to provide the 

additional documentation and continued to demand payment. 

While searching for Hunley’s invoices, Longwood discovered 

numerous invoices that McCollum had not submitted during his 

tenure at Longwood. Some of these invoices were 18[-]months 

old. 

While the Subcontractors complained that they were not being 

paid, Hunley refused to pay them until Longwood paid Hunley. 

Longwood needed to avoid delays in the renovation process so 

that Longwood’s apartments were ready in time for new 

occupants. Accordingly, while Bulger’s investigation of the Hunley 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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invoices remained ongoing, Longwood began issuing large checks 

to Hunley in reliance upon Hunley’s promise to pay the 

Subcontractors within seven (7) to ten (10) days. Nevertheless, 

despite receiving $613,069.50 from Longwood after McCollum 

left, Hunley did not pay the Subcontractors and continued to 

demand more money from Longwood. In order to keep the 

renovation projects moving along, Bulger assured the 

Subcontractors that Longwood would “make good on Hunley’s 

debt.” Based upon Bulger’s assurance, the Subcontractors 

continued working. 

Bulger began to suspect that Hunley severely overcharged 

Longwood, as Bulger discovered that he could perform the role of 

the general contractor himself without need for an outside general 

contractor like Hunley. While Hunley threatened Longwood with 

litigation, Longwood retained counsel and withheld any more 

payments to Hunley for Hunley’s allegedly outstanding invoices. 

Eventually, on September 14, 2015, PSC and Longwood initiated 

the instant action. Through discovery, PSC and Longwood 

discovered the extent of McCollum and Hunley’s relationship, in 

addition to the extent of McCollum’s and Hunley’s overcharges and 

fraud. 

PSC and Longwood’s original complaint was docketed at GD 15-

015968. On March 20, 2017, PSC and Longwood[] filed their First 

Amended Complaint. PSC and Longwood’s First Amended 

Complaint is their final operative complaint. PSC and Longwood’s 

final operative complaint alleged five counts. Counts I is for 

Breach of Contract, and it alleges that Sodexo breached both the 

Longwood Management Agreement and the PSC Management 

Agreement. Count II is for Breach of Contract with a Demand for 

Indemnification. Count II alleges that Sodexo breached the 

indemnification clauses of both the Longwood Management 

Agreement and the PSC Management Agreement. Count III is for 

Unjust Enrichment, and it alleges that Hunley received inequitably 

high sums of money in relation to the actual work that Hunley 

performed. Count IV is for Fraud, and it alleges that Hunley, 

Aufman, Sepcic, and McCollum were overpaid for their services as 

a result of fraudulent misrepresentations. Finally, Count V is for 

Conspiracy, and it alleges that Hunley, Aufman, Specic [sic], 

McCollum, and Sodexo conspired to defraud both PSC and 

Longwood. 

On June 28, 2017, following PSC and Longwood’s First Amended 

Complaint, Sodexo filed its final operative counterclaims to its 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Answer, New Matter, and Counterclaims to First Amended 

Complaint. In total, Sodexo asserted four counterclaims. 

Counterclaim I is for Breach of Contract, and it alleges that 

Longwood breached the Longwood Management Agreement by 

failing to pay software licensing fees. Counterclaim II is for Unjust 

Enrichment, and it alleges that Longwood was unjustly enriched 

because Longwood was able to use Sodexo’s software without 

paying the requisite fees. Counterclaim III is for Breach of 

Contract, and it alleges th[at] PSC breach[ed] the PSC 

Management Agreement for failing to pay software licensing fees. 

Finally, Counterclaim IV is for Unjust Enrichment, and it alleges 

that PSC was unjustly enriched because PSC was able to use 

Sodexo’s software without paying the requisite fees. 

On January 23, 2017, Hunley filed a complaint against PSC and 

Longwood at GD 17-00195. On March 16, 2017, this [c]ourt 

consolidated Hunley’s claims at GD 17-001195 with the action at 

GD 15-015968. On October 3, 2017, Hunley filed its Second 

Amended Complaint, which [is] its final operative complaint. 

Hunley’s final operative complaint alleged three [c]ounts. Count 

I is for Breach of Contract, and it alleges that ... PSC and Longwood 

breached various written and oral contracts with Hunley because 

PSC and Longwood failed to pay Hunley for outstanding invoices 

for Hunley’s services as a general contractor. Count II is for 

Unjust Enrichment, and it alleges that PSC and Longwood were 

unjustly enriched because they received the benefit of the 

Subcontractors’ work without paying Hunley’s outstanding 

invoices. Count III alleges that PSC and Longwood are liable to 

Hunley pursuant to the Pennsylvania Contractor and 

Subcontractor Payment Act for failing to pay Hunley’s outstanding 

invoices. 

On September 7, 2018, the Subcontractors filed a Complaint 

against all the above-mentioned parties at GD 18-012048. Each 

of the four Subcontractors alleged a separate count for Breach of 

Contract against all parties for failing to pay the invoices of the 

Subcontractors. Additionally, each of the four Subcontractors 

alleged a separate count for Conspiracy to Commit Fraud against 

Sodexo, McCollum, Aufman, and Hunley. On November 28, 2018, 

this Court consolidated the Subcontractors’ claims at GD 18-

012048 with the actions at GD 17-001195 and GD 15-015968. On 

February 7, 2019, the Subcontractors filed their Amended 

Complaint, which is the Subcontractors’ final operative complaint. 

The Subcontractors’ final operative complaint remains unchanged 

with regards to the counts for breach of contract. However, the 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Subcontractors’ final operative complaint substituted the four 

counts for Conspiracy to Commit Fraud with four counts of Unjust 

Enrichment against PSC and Longwood. All of the counts for 

Unjust Enrichment allege that both PSC and Longwood were 

unjustly enrich[ed] because PSC and Longwood failed to provide 

compensation to the Subcontractors in relation to completed 

construction work. 

On February 21, 2019, PSC and Longwood filed a crossclaim[,] 

attempting to shift liability for the Subcontractors’ claims to 

Sodexo, McCollum, Hunley, Aufman, and Sepcic. Then, on 

February 27, 2019, Hunley filed its own crossclaim[,] attempting 

to shift liability for the Subcontractors’ claims to PSC and 

Longwood. 

In [March] of 2019, this [c]ourt held a non-jury trial[,] in which 

all the parties had a full and adequate opportunity to present their 

respective cases. On April 9, 2020, this [c]ourt issued a 

Memorandum and Non-Jury Verdict. Shortly thereafter, on April 

14, 2020, this [c]ourt issued an Amended Memorandum and NonJury Verdict (dated April 9, 2020), which detailed the verdicts 

described below. 

With regard to PSC and Longwood’s affirmative claims in their First 

Amended Complaint at GD 15-015968, this [c]ourt held: (1) in 

favor of PSC and Longwood and against Sodexo on Count [I] 

(Breach of Contract); (2) in favor of Sodexo and against PSC and 

Longwood on Count II (Demand for Indemnification); (3) in favor 

of Hunley, Aufman, and Sepcic and against PSC and Longwood on 

Count III (Unjust Enrichment); and (4) in favor of PSC and 

Longwood and against Hunley, Aufman, Sepcic, Sodexo, and 

McCollum on Count IV (Fraud) and Count V (Conspiracy). [For 

these claims, the trial court determined that Longwood is entitled 

to $933,220.71 from all defendants, jointly and severally.] 

With regard to Sodexo’s counterclaims against PSC and Longwood 

at GD 15-015968, this [c]ourt held: (1) in favor of Sodexo and 

against Longwood on Sodexo’s Counterclaim I (Breach of 

Contract) in the amount of $4,409.65; (2) in favor of Longwood 

and against Sodexo on Sodexo’s Counterclaim II (Unjust 

Enrichment); (3) in favor of Sodexo and against PSC on Sodexo’s 

Counterclaim III (Breach of Contract) in the amount of 

$31,666.47; and (4) in favor of PSC and against Sodexo on 

Sodexo's Counterclaim IV (Unjust Enrichment). 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 14 -

With regard to Hunley’s affirmative claims against PSC and 

Longwood at GD 17-001195, this [c]ourt held: (1) in favor of PSC 

and Longwood and against Hunley on Count I (Breach of Contract 

for Unpaid Invoices)[;] (2) in favor of PSC and Longwood and 

against Hunley on Count II (Unjust Enrichment for Unpaid 

Invoices); and (3) in favor of PSC and Longwood and against 

Hunley on Count III (Violation of the Pennsylvania Contractor and 

Subcontractor Payment Act). 

With regard to the Subcontractors’ claims against PSC and 

Longwood at GD 18-012048,[4]this [c]ourt held: (1) in favor of 

Riverview Carpet & Flooring, Inc., and against Longwood on Count 

I (Breach of Contract) in the amount of $82,571.97; (2) in favor 

of Masco Interiors, Inc., and against Longwood on Count II 

(Breach of Contract) in the amount of $218,135.00; (3) in favor 

of Roland Pastucha Electric, Inc., and against Longwood on Count 

III (Breach of Contract) in the amount of $32,245.00; [(4)] in 

favor of Tigano Painting and Wallcovering and against Longwood 

on Count IV (Breach of Contract) in the amount of $86,597.00;[5, 

6] [(5)] in favor of Longwood and against the Subcontractors on 

Counts V-VIII (Unjust Enrichment); [(6)] in favor of Longwood 

and against Hunley, Aufman, Sepcic, McCollum, and Sodexo on 

Longwood’s Crossclaim;2 and [(7)] in favor of Longwood and 

against Hunley on Hunley’s Crossclaim. 

2 This [c]ourt ordered Hunley, Aufman, [and] Sepcic[] to 

contribute to the sums that [the] Subcontractors shall 

collect from Longwood by virtue of this verdict. 

____________________________________________

4 At trial, the Subcontractors represented that they had withdrawn their 

breach-of-contract claims against all parties except for Hunley and Longwood. 

See N.T. Trial, 3/13/19, at 1747-48. As discussed infra, the trial court later 

amended its verdict to include Hunley, Aufman, Sepcic, and McCollum as 

parties against whom each Subcontractor was awarded damages for breach 

of contract. 

5

In finding that Longwood breached its contracts with the Subcontractors, the 

trial court determined that Bulger’s “promises to the Subcontractors constitute 

an enforceable contract of guaranty by Longwood to guarantee paying the 

invoices which Hunley owed to the Subcontractors.” Trial Court Memorandum 

and Non-Jury Verdict (“TCMNV”), 4/14/20, at 24. 

6 The total amount due to the Subcontractors is $419,548.97. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Following this [c]ourt’s April 14, 2020[] Amended Memorandum 

and Non-Jury Verdict, the parties filed Motions for Post-Trial 

Relief. On September 29, 2020, after hearing oral argument, and 

after due considerations of the parties’ briefs, this [c]ourt issued 

an order addressing the parties’ Motions for Post-Trial Relief. This 

[c]ourt’s September 29, 2020 order denied Sodexo’s, Hunley’s, 

McCollum’s, Aufman’s, and Sepcic’s Motions for Post-Trial Relief. 

This [c]ourt’s September 29, 2020 order also denied PSC’s and 

Longwood’s Motion for Post-Trial Relief, at least to the extent that 

PSC and Longwood requested an additional award for punitive 

damages, and a stay of execution pursuant to Pa.R.C[iv].P. 3121. 

This [c]ourt’s September 29, 2020 order, nonetheless, granted 

PSC and Longwood’s Motion for Post-Trial Relief to the extent that 

PSC requested that the April 14, 2020 Amended Non-Jury Verdict 

be amended further to reflect this [c]ourt’s decision as explained 

in this [c]ourt’s April 14, 2020 Amended Memorandum. 

Accordingly, Sections 4(a)-(d) of this [c]ourt’s Amended Non-Jury 

Verdict[,] dated April 14, 2020[,] were amended to include 

Hunley, Aufman, Sepcic, and McCollum as parties against whom 

each Subcontractor was awarded damages [for breach of 

contract]. Section 4(f) of this [c]ourt’s Amended Non-Jury 

Verdict[,] dated April 14, 2020[,] was also amended to read: “In 

favor of Longwood and against Hunley, Aufman, Sepcic, 

McCollum, and Sodexo on Longwood’s Crossclaim. Hunley, 

Aufman, Sepcic, McCollum, and Sodexo shall, jointly and 

severally, indemnify Longwood for all amounts [Longwood] pays 

or are otherwise collected from [Longwood] by the Subcontractors 

pursuant to this Verdict.” 

On May 7, 2020, the Subcontractors also filed a Motion to Mold 

the Verdict to include pre-judgment and post-judgment interest. 

The Subcontractors’ Motion to Mold the Verdict was heard at the 

same time as the other parties’ Motions for Post-Trial Relief. In a 

separate order dated September 29, 2020, but filed on October 1, 

2020 (the “October 1, 2020 order”), this [c]ourt granted the 

Subcontractor’s Motion to Mold the Verdict. Accordingly, this 

[c]ourt’s October 1, 2020 order molded the above[-]mentioned 

verdicts awarded in favor of the Subcontractors to include prejudgment and post-judgment interest. Specifically, the final 

amounts of the verdicts awarded in favor of the Subcontractors 

were molded as follows: (1) in favor of Riverview Carpet & 

Flooring, Inc., and against Longwood, Hunley, Aufman, Sepcic, 

and McCollum on Count I (Breach of Contract) in the amount of 

$156,756.00; (2) in favor of Masco Interiors, Inc., and against 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Longwood, Hunley, Aufman, Specic [sic], and McCollum on Count 

II (Breach of Contract) in the amount of $287,477.04; and (3) in 

favor of Tigano Painting and Wallcovering and against Longwood, 

Hunley, Aufman, Sepcic, and McCollum on Count IV (Breach of 

Contract) in the amount of $114,531.95. 

On February 2, 2021, after reviewing Longwood’s and PSC’s 

Petition for Award of Attorney[s’] Fees and Litigation Expenses 

Including Pre-Hearing Statement, and after a hearing on the 

same, this [c]ourt issued an order granting Longwood and PSC 

attorney[s’] fees and expenses totaling $1,062,053.67. 

Trial Court Opinion (“TCO I”), 4/19/22, at 1-13 (some original brackets 

changed to parentheses; some brackets added; spelling of Hunley modified).

On May 11, 2021, the trial court entered separate judgments on each 

trial court docket (i.e., GD 15-015968, GD 17-001195, GD 18-012048).7 Each 

separate judgment contained only the trial court docket number at which the 

judgment was filed and related only to the claims associated with that 

particular docket number. 

Sodexo, Aufman, and Hunley each filed a timely notice of appeal from 

the judgment entered at trial court docket GD 18-012048.8, 9 Longwood also 

____________________________________________

7 Some of the parties involved in this matter had prematurely filed appeals 

without judgment being entered. This Court quashed those appeals, directing 

the parties to appeal after the trial court entered separate judgments at each 

trial court docket. See Trial Court Judgment at GD 15-015968, 5/11/21, at 

Exhibit A; Trial Court Judgment at GD 18-012048, 5/11/21, at Exhibit A. 

8

In addition to the appeals addressed in this writing, there are multiple other 

appeals related to this matter before our Court at docket numbers 671 WDA 

2021, 672 WDA 2021, 673 WDA 2021, and 675 WDA 2021. 

9

In the captions of these notices of appeal, only the trial court docket number

GD 18-012048 was listed. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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subsequently filed a timely cross-appeal at this docket.

10, 11

 In addition, 

Sodexo filed a timely notice of appeal from the judgment entered at trial court 

docket GD 15-015968.12 The trial court directed each of them to file a 

Pa.R.A.P. 1925(b) concise statement for their respective appeals, and they all 

timely complied. The trial court thereafter issued opinions pursuant to Rule 

1925(a).13 

Longwood’s Appeal at 733 WDA 2021

We commence our review with Longwood’s appeal at 733 WDA 2021. 

There, Longwood presents the following questions for our consideration:

1. Whether Longwood ... is liable to [the Subcontractors] for 

unpaid invoices directed to [Hunley] by virtue of a purported 

contract of guaranty, where such guaranty was oral, not 

supported by adequate consideration, and the essential terms of 

which were not defined.

____________________________________________

10 Longwood also only listed trial court docket number GD 18-012048 in its 

notice of appeal. 

11 See Pa.R.A.P. 903(b) (“[I]f a timely notice of appeal is filed by a party, any 

other party may file a notice of appeal within 14 days of the date on which the 

first notice of appeal was served, or within the time otherwise prescribed by 

this rule, whichever period last expires.”).

12 Therein, Sodexo only listed trial court docket number GD 15-015968. 

13 The trial court’s Rule 1925(a) opinions do not respond to all the issues raised 

by the parties in their Rule 1925(b) concise statements. Nevertheless, our 

review is not hampered, and a remand for the preparation of additional Rule 

1925(a) opinions is not warranted. See Commonwealth v. Widger, 237 

A.3d 1151, 1158 n.5 (Pa. Super. 2020) (“Although we do not approve of or 

sanction the trial court’s failure to comply with its obligations under Rule 

1925(a), the lack of a Rule 1925(a) opinion does not preclude this Court’s 

review of the merits of [the a]ppellant’s issues based upon our review of the 

record, including the notes of testimony from [the a]ppellant’s trial.”). 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 18 -

2. Whether Longwood is liable to the Subcontractors for prejudgment interest (excluding Roland Pastucha Electric, Inc., which 

did not assert a claim for pre-judgment interest) when: 

(a) the Subcontractors’ oral contracts were with, and their 

invoices were directed to, Hunley and not Longwood; and 

(b) the total amount due by Hunley on the Subcontractors’ 

invoices was unknown to Longwood at the time of 

Longwood’s purported guaranty; and 

(c) the equities did not support an imposition of prejudgment interest against Longwood. 

3. Whether Longwood was entitled to a stay of payment of the 

judgment entered against Longwood and in favor of the 

Subcontractors, when:

(a) Pa.R.Civ.P. 3121(b)(2) permits a trial court to stay 

execution against a judgment debtor when justice so 

requires, as it did in this case;

(b) Longwood’s liability to the Subcontractors was found to 

be based upon a guaranty, and a guarantor’s payment 

obligation is only triggered upon default by the principal 

debtor; and

(c) Hunley, ... Aufman ..., and ... Sepcic ... are principally 

liable for the underlying debt owed to the Subcontractors. 

Longwood’s Brief at 733 WDA 2021 (“Longwood Brief I”) at 6-7. 

Longwood’s First Issue

In Longwood’s first issue, it argues that its purported oral guaranty to 

pay Hunley’s debt to the Subcontractors was not enforceable. First, it 

contends that oral guaranties are barred by the Statute of Frauds. Second, 

Longwood advances that there was no consideration for the purported 

guaranty, as it disputes that Bulger made a promise that Longwood would pay 

the Subcontractors if they agreed to keep working. It insists that “the 

Subcontractors cannot, and at trial did not, point to any statement or 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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representation from Bulger or any other person at Longwood promising 

payment of Hunley’s [debt] in exchange for on-site work.” Id. at 38. Third 

and finally, Longwood points out that “[a] critical aspect to the formation of 

any enforceable contract is a mutual understanding of all material terms[,]” 

and says that Bulger did not know the amount of Hunley’s debt to the 

Subcontractors at the time he made the purported guaranty on behalf of 

Longwood. Id. at 39. In addition to Bulger’s not knowing how much Hunley 

owed the Subcontractors, Longwood says the Subcontractors “presented no 

evidence at trial showing that they told Bulger how much they were owed by 

Hunley. And because of Aufman’s refusal to provide documentation to back 

up Hunley’s invoices..., the amount owed to the Subcontractors was not clear 

to the parties until the time of trial....” Id. at 40 (citation omitted). 

To challenges to a non-jury verdict, we apply the following standard and 

scope of review:

Our standard of review in non-jury trials is to assess whether the 

findings of facts by the trial court are supported by the record and 

whether the trial court erred in applying the law. Upon appellate 

review[,] the appellate court must consider the evidence in the 

light most favorable to the verdict winner and reverse the trial 

court only where the findings are not supported by the evidence 

of record or are based on an error of law. Our scope of review 

regarding questions of law is plenary.

Woullard v. Sanner Concrete and Supply, 241 A.3d 1200, 1207 (Pa. 

Super. 2020) (citations omitted). 

Statute of Frauds
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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We assess Longwood’s Statute-of-Frauds argument to begin. In support 

of its claim that the Statute of Frauds bars oral guaranties, Longwood relies 

on 33 P.S. § 3, which provides:

No action shall be brought whereby to charge any executor or 

administrator, upon any promise to answer damages out of his 

own estate, or whereby to charge the defendant, upon any special 

promise, to answer for the debt or default of another, unless the 

agreement upon which such action shall be brought, or some 

memorandum or note thereof, shall be in writing, and signed by 

the party to be charged therewith, or some other person by him 

authorized.

33 P.S. § 3. 

With respect to Section 3, this Court has explained:

Promises to pay the debt of another must be in writing for at least 

two reasons. The first is evidentiary. The second, cautionary.

Like other provisions of the [S]tatute of [F]rauds, the 

suretyship provision serves an evidentiary function. Indeed, 

... the circumstance that ‘the promisor has received no 

benefit from the transaction ... may make perjury more 

likely, because while in the case of one who has received 

something the circumstances themselves which are capable 

of proof show probable liability, in the case of a guaranty 

nothing but the promise is of evidentiary value.’ 

Furthermore, though in many instances the surety is paid 

by the principal for his undertaking, in others the surety’s 

motivation is purely gratuitous and, ‘as the lack of any 

benefit received by the guarantor increases the hardship of 

his being called upon to pay, it also increases the 

importance of being very sure that he is justly charged.’

In addition to its evidentiary role, the provision serves a 

cautionary function. By bringing home to the prospective 

surety the significance of his act, it guards against illconsidered action. Otherwise, he might lightly undertake 

the engagement, unwisely assuming that there is only a 

remote possibility that the principal will not perform his 

duty....
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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E.A. Farnsworth, Contracts § 6.3 (1982).

Thomas A. Armbruster, Inc. v. Barron, 491 A.2d 882, 883-84 (Pa. Super. 

1985) (emphasis in original; original brackets omitted). 

In response to Longwood’s reliance on Section 3, the Subcontractors 

assert that an exception to the Statute of Frauds — specifically, the Leading 

Object Rule — applies here. Subcontractors’ Brief at 11, 14-15. Under the 

Leading Object Rule, “[w]henever the main purpose and object of the 

promisor, is, not to answer for the debt of another, but to subserve some 

pecuniary or business purpose of his own ... his promise is not within the 

[S]tatute of [F]rauds, although it may be in form a provision to pay the debt 

of another....” Thomas A. Armbruster, Inc., 491 A.2d at 884 (citations and 

original brackets omitted).14 The reason for this exception is because:

____________________________________________

14 Longwood argues that the Subcontractors waived their Leading-Object-Rule 

argument because they raised it for the first time in their appellate brief. We 

disagree. To start with, “it is a well-settled doctrine in this Commonwealth 

that a trial court can be affirmed on any valid basis appearing of record.” See 

In the Interest of T.P., 78 A.3d 1166, 1170 (Pa. Super. 2013) (citations 

omitted). “The precept may be applied even though the reason for sustaining 

the judgment was not raised in the trial court, relied on by that court in 

reaching its decision, or brought to the attention of the appellate courts.” Id. 

(citation omitted). 

Notwithstanding the foregoing, Longwood complains that the 

Subcontractors did not raise the Leading Object Rule in their amended 

complaint, reply to new matter, post-trial motion to mold the verdict, or in a 

concise statement of errors complained of on appeal. Setting aside that we 

can affirm on any basis, we are unconvinced that the Subcontractors had to 

raise the Leading Object Rule at these junctures below. Longwood’s Reply 

Brief at 733 WDA 2021 (“Longwood’s Reply Brief”) at 4-5. Specifically, the 

Subcontractors did not have to file a concise statement of errors complained 

of on appeal because they did not file an appeal, and we do not see why (nor 

(Footnote Continued Next Page)
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 22 -

Where the surety-promisor’s main purpose is his own primary or 

business advantage, the gratuitous or sentimental element often 

present in suretyship is eliminated, the likelihood of disproportion 

in the values exchanged between promisor and promisee is 

reduced, and the commercial context commonly provides 

evidentiary safeguards. Thus[,] there is less need for cautionary 

or evidentiary formality than in other cases of suretyship.

Id. (citing Restatement (Second) of Contracts § 116, cmt. a). 

The Subcontractors argue that the main purpose of Bulger’s promise 

was not to answer for the debts of Hunley, but instead to benefit the business 

____________________________________________

does Longwood explain why) the Subcontractors would have had to raise the 

Leading Object Rule in their amended complaint or post-trial motion to mold 

the verdict. 

As for the Subcontractors’ reply to new matter, we also would discern 

no issue. In the Subcontractors’ complaint against all defendants, they 

alleged various breaches of oral and written contracts that pertained to 

projects at Longwood’s campus. See generally Subcontractors’ Amended 

Complaint, 2/7/19. In Longwood’s new matter, it simply stated, without any 

further elaboration or specificity, that “Subcontractors’ claims are barred by 

the [S]tatute of [F]rauds.” See Longwood’s Answer to Subcontractors’ 

Amended Complaint with New Matter and Crossclaims, 2/21/19, at ¶ 73. 

Longwood did not specifically set forth Section 3, mention oral guarantees, or 

explain why or how the Statute of Frauds barred the Subcontractors’ claims

against all the defendants. In reply, the Subcontractors stated: “In response 

to Paragraph 73, said paragraph is a conclusion of law to which no response 

is required. Accordingly, said paragraph is deemed denied by operation of 

law. However, to the extent that an answer may be required, 

[Subcontractors’] claims are not barred by the [S]tatute of [F]rauds.” 

Subcontractors’ Reply to New Matter, 2/27/19, at ¶ 6. Given the general way

in which Longwood raised the Statute of Frauds in its new matter, we deem 

the Subcontractors’ reply a sufficient response. Further, based on our review 

of record, it appears that Longwood did not specifically raise Section 3 of the 

Statute of Frauds until its own appellate brief. Prior to that, it only generally 

argued in its post-trial motion, without supporting authority, that an oral 

guaranty was unenforceable. See Post-Trial Motion, 6/12/20, at 9 (asserting, 

without any elaboration, that “the oral statements of ... Bulger to the 

Subcontractors purporting that Longwood ‘would make good on Hunley’s 

invoices’ do not amount to an enforceable guaranty in that they were oral and 

not supported by adequate consideration”). 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 23 -

interests of Longwood, as it ensured that the Subcontractors completed the 

work, allowing the units at Longwood to be sold or otherwise occupied. 

Subcontractors’ Brief at 11. The Subcontractors say that “Longwood could not 

stop the work if it wanted to get the residents into the apartments in time.” 

Id. at 13 (citation omitted). The trial court also recognized the losses that 

Longwood would incur if the Subcontractors’ work did not continue, 

explaining:

Bulger’s statements that Longwood will “make good on Hunley’s 

invoices” were not mere gratuities, but a binding contract of 

guaranty. Those statements[,] in conjunction with his promise 

during the May 22 meeting[,] show that Bulger’s reassurances 

were intended to persuade the Subcontractors to continue 

working on Longwood’s projects. This [c]ourt is persuaded 

that the Subcontractors had no faith that Hunley would pay them; 

Hunley persisted to default on its payments to the Subcontractors 

even after Longwood paid Hunley a significant payment on the 

promise that Hunley would pay the Subcontractors. Bulger’s 

promises were the only reason the Subcontractors 

continued working....

[T]he benefit that Longwood obtained for its promise to guarantee 

Hunley’s debt constituted sufficient consideration. If the 

Subcontractors had exercised their right to withhold 

performance on their contracts with Hunley, Longwood 

admittedly would have incurred significant losses. 

Longwood had no means by which it could require the 

Subcontractors to work, as it had no direct contract with them. 

Therefore, Bulger’s promises that Longwood would make 

good on Hunley’s debts were supported by sufficient 

consideration and constitute an enforceable contract of 

guaranty.

TCMNV at 24-25 (emphasis added).

15

 

____________________________________________

15 Based on our review of the record, the trial court did not specifically address 

the application of the Leading Object Rule to the matter at hand. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 24 -

The record supports the trial court’s factual findings. See Woullard, 

supra. To begin, the importance to Longwood’s business of completing unit 

renovations in a timely manner was emphasized repeatedly throughout the 

trial. See N.T. Trial, 3/4/19, at 43 (PSC’s Chief Executive Officer — Paul 

Winkler — stating: “So we have a period of time when a person moves out of 

an apartment, they move to a higher level of care and maybe because of 

death, that kind of thing, and in which we then are marketing that unit, and 

so that period of time is really important that it not become too prolonged”); 

id. (Winkler’s conveying that, at the time Sodexo was hired, Longwood “was 

seeing ... a significant increase in the number of units that were vacant and 

needed renovation or refurbishment”); id. at 91 (Winkler’s agreeing that one 

of the key drivers is getting people into apartments as soon as possible so 

that they pay entrance fees and maintenance fees); id. at 118 (Winkler’s 

sharing: “But first and foremost[,] our team closest to the work was most 

concerned about anything that could cause disruption with completing those 

units so that we could market them. ... [T]here was a heightened urgency 

around that”); id. at 194 (Winkler’s recounting that, in ending 

Longwood/PSC’s relationship with Sodexo, “the biggest concern was we 

needed to get these unit renovations done”); N.T. Trial, 3/5/19, at 245-46

(James Pieffer, the Senior Vice President for PSC, explaining: “[T]he successful 

retirement communities really depend on strong occupancy and good expense 

quality and control. So[,] without having units ready to be marketed, shown, 

and sold to residents, we are at a strong disadvantage”); id. at 390 (Pieffer’s 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 25 -

stating that “[o]ur marketing depends on having units available[,]” and 

agreeing that Longwood is not making money if no one is living there); id. at 

427 (Senior Director at Longwood, Paul Peterson, relaying: “We had 

prospects, people interested in moving into the apartments, and we had 

committed to them about a deadline for the project being completed so that 

they could move in. They were trying to prepare and plan their life, and they 

were trying to sell their home so that they could move into that apartment[,] 

... so it was crucial that the timelines were being met”); N.T. Trial, 3/6/19, at 

550 (Peterson’s confirming that Longwood is not making money unless people 

are living in the units); id. at 629 (PSC’s Chief Financial Officer’s — Joseph 

Wenger — testifying: “Census and occupancy is the whole driver of Longwood 

at Oakmont’s particular type of business. You have to keep the apartments 

occupied, and so census is a heightened issue, and certainly a lot of 

conversation around what was being occupied and what I will say inventory 

that was not renovated and could be sold [sic]”). 

In addition, John Bulger testified that, when he first took the position 

with PSC, he learned that Longwood was struggling with the unit-turnover 

process, and that “there was some trouble with getting the apartments 

renovated in time for the residents to move in.” N.T. Trial, 3/11/19, at 48. 

Bulger further acknowledged that the fact that the Subcontractors were not 

getting paid was causing him a problem, and that they were starting to come 

to him for payment. Id. at 1359. See also id. at 1237-38 (Aufman’s 

remembering that he received an email from Bulger on June 1, 2015, where 
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- 26 -

Bulger stated: “You have a very angry group of subs, some of which may 

refuse to work with us until they see some payments.”).

Further, despite beginning to believe that Hunley’s prices were higher 

than normal, Bulger did not stop Hunley’s work due to his concern about 

having residents move into their apartments on time:

[Sodexo’s attorney:] [W]e saw an email earlier[, dated June 9, 

2015,] with [Jim] Deller who was Hunley’s superintendent, and 

you were talking about other things for him to keep going on; 

right? 

[Bulger:] They were projects in process, yes. 

[Sodexo’s attorney:] Well, you could have stopped it; right? 

[Bulger:] Not if I wanted to get the residents into their apartment 

in time. 

[Sodexo’s attorney:] So you were pressed? 

[Bulger:] Not pressed. I work by deadlines. It is a construction 

business. That is what we do. 

[Sodexo’s attorney:] But you could have stopped -- you are a 

construction guy. You’ve got lots and lots of contacts? 

[Bulger:] I do. 

[Sodexo’s attorney:] There are lots of subcontractors that work in 

that area that you have relationships with? 

[Bulger:] Absolutely. 

[Sodexo’s attorney:] So you don’t think you could have put a full 

stop to any work and brought in people in a matter of days to pick 

it up? 

[Bulger:] That is not a fair time to give someone the chance to 

give me a price to finish the project. You should give them at 

least 7 to 10 days and go through the three[-]bid process. 

[Sodexo’s attorney:] So between --
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

- 27 -

[Bulger:] It is a two to three-week process to bring in another 

contractor.

Id. at 1397-98. 

Against this backdrop of time pressures, Bulger met with Aufman and 

the unpaid Subcontractors on May 22, 2015. See TCO I at 6. Regarding that 

meeting, Robert Swidorsky — an employee of Riverview Carpet & Flooring, 

Inc. — testified:

[Subcontractors’ attorney:] What was the purpose of [the May 22] 

meeting? 

[Swidorsky:] I think the purpose of the meeting[,] essentially[,] 

was for all of the subs that were involved in these projects that 

were ongoing[,] and some projects that were probably already 

completed that we hadn’t been paid for, which is what caused the 

apprehension with us moving forward [sic]. If we hadn’t been 

paid for the first, say, six or eight projects, we were kind of 

nervous about the next eight to fifteen projects we were in the 

middle of. If we didn’t get paid for the first ones, we needed 

reassurance we were getting paid for the ones we were in the 

middle of, as well as the ones we hadn’t been paid for yet. 

[Subcontractors’ attorney:] Did you receive any reassurances at 

that meeting? 

[Swidorsky:] We did. 

[Subcontractors’ attorney:] What was told to you? 

[Swidorsky:] It was essentially said that, you know, we need you 

guys to stick [it] out, get these jobs done, and Longwood owes 

Hunley more money than Hunley owes you guys[,] and that we 

would be sure that you got paid. 

[Subcontractors’ attorney:] Who made this statement? 

[Mr. Swidorsky:] John Bulger. 

[Subcontractors’ attorney:] When he said that, who did you think 

he meant ... was going to make sure you got paid? 

[Swidorsky:] I think we all walked away from that meeting 

thinking[,] in one way or shape or form[,] that Longwood was not 
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going to hang us out to dry and [it would] make sure we were 

paid, whether it be with the[ir] withholding funds from Hunley to 

be sure we were paid, or they would pay us directly. 

[Subcontractors’ attorney:] I believe you stated that you were 

going to get paid for all ... the outstanding invoices? 

[Swidorsky:] Correct, as well as the ones we were in the midst of. 

We hadn’t completed several projects, and that was our concern, 

... we needed assurance we were going to get paid if we continued 

to do the work. 

[Subcontractors’ attorney:] Do you know why he would have 

made a statement to you that you were going to get paid for all ... 

your outstanding invoices? 

[Swidorsky:] I would have to assume, but assuming that there 

were probably a couple meetings prior to that meeting with the 

group of us, that, you know, they understood what their 

commitments were to their residents and incoming residents, that 

they couldn’t start that process over and fulfill their deadlines. My 

feeling was they wanted to give us the assurance we would be 

paid so they could stay on track with the work they needed 

completed. 

[Subcontractors’ attorney:] They wanted assurance from you that 

you were going to stay; is that correct? 

[Swidorsky:] Right. 

[Subcontractors’ attorney:] What would happen if you walked off 

the job because you were not paid all ... these outstanding 

invoices? 

[Swidorsky:] I would have to speculate that they would have to 

start the process with new contractors that would come in the 

middle of those projects, and at the end of the day[,] that is just 

a tremendous amount of lost time. And you’ve got facilities tor[n] 

up due to floods and things of that nature. They didn’t have time. 

They needed their facility to be put back together. 

[Subcontractors’ attorney:] Now, I want you to clarify something 

for us. You stated earlier that -- this might not be verbatim -- but 

that Mr. Bulger said money had been held back from Hunley to 

pay you? 
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[Swidorsky:] No. ... [A]t the end of the projects that we were 

either not paid for yet or the projects that we were in the middle 

of, that those totals were more money than Hunley owed us for 

either the projects that were completed or the projects that we 

were in. Therefore, that was our assurance, that they would either 

withhold money from Hunley to pay us, or they would be sure we 

got paid. How exactly they were going to pay us[,] really[,] I can 

only speculate on. That was the impression -- based on the 

verbiage used, whether they withheld money or paid us 

[them]selves, the assurance was we would be paid. 

[Subcontractors’ attorney:] Either way you were led by Mr. Bulger 

[to believe] that you would be paid? 

[Swidorsky:] Yes. At that point[,] it was adequate. An 

organization the size of [PSC], when there’s an administrative 

assurance you will get paid for the work you do, in my mind that’s 

enough.

N.T. Trial, 3/13/19, at 1766-69. 

Bob Bierly of Riverview Carpet and Flooring, Inc., similarly testified that

“Mr. Bulger assured us, don’t worry, we will get paid, more money is owed 

than we are owed.... He did ask us to finish the projects that we were currently 

involved in that Hunley had assigned to us so that people could move in, or, 

you know, different things like that could happen.” Id. at 1752. When asked 

if he thought of leaving the project because of the money owed, Bierly 

answered: “When [Bulger] assured us that we would get paid, it wasn’t a 

problem. It was to the point where I was not able to carry much more. I 

couldn’t expend any more money without receiving money.” Id. at 1752-53. 

Bierly also relayed that Bulger “said if we didn’t get paid by Hunley, that 

[Longwood] would take care of it because more money was owed, that they

would be able to make the subs whole.” Id. at 1753. 
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After the May 22, 2015 meeting, and after Hunley still had not paid the

Subcontractors, Bulger sent an email, on July 30, 2015, advising an owner 

from Masco Interiors, Inc., that “[e]veryone will get all the money they are 

owed” and telling the owner that he would not let her down. N.T. Trial, 

3/11/19, at 1414. When asked at trial if he ever had a meeting with the 

Subcontractors where he guaranteed them that they would get paid, Bulger 

stated, “I’m not sure I used the word guaranteed, but I had meetings with the 

subs saying I thought they should be paid fairly for the work they did.” Id.

at 1420. See also id. at 1416 (Bulger’s stating that “[f]rom the very 

beginning[,] I had let everybody that was involved in any discussion know 

that it was my intention to pay the subs”). 

Based on the foregoing, the record supports that Longwood primarily 

guaranteed Hunley’s debt to serve its own business interest of having 

residents move into their apartments as quickly as possible. While Bulger 

may have truly empathized with the Subcontractors’ plight and felt a moral 

obligation that they should be paid fairly, he also was well aware of the 

importance of having residents move into their units on time and had concerns 

that some of the Subcontractors may refuse to work if they were not paid, 

leading Longwood to miss deadlines, lose money, and anger its prospective 

residents. However, once Bulger told the Subcontractors that Longwood 

would assure that they were paid, the Subcontractors continued working. 

Thus, the Leading Object Rule applies, and the Statute of Frauds does not bar 

Bulger’s oral guaranty. 
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Consideration 

Turning next to Longwood’s lack-of-consideration argument, Longwood 

says “[a] contract of guaranty, like other contracts, is not enforceable unless 

based on a legal consideration, and such consideration is not found in a mere 

naked promise to pay the existing debt of another.” Longwood’s Brief I at 32 

(quoting Harr v. Perkins, 6 A.2d 534, 536 (Pa. 1939)). It adds, “[a] moral 

obligation does not support a contract of guaranty.” Id. (quoting Deeter v. 

Dull Corp., 617 A.2d 336, 341 (Pa. Super. 1992)). Longwood claims that, at 

the May 22, 2015 meeting, “Longwood agreed to pay Hunley in reliance on 

Hunley’s promise it would pay the Subcontractors[,]” and that “there was no 

promise made at the May 22 meeting, or at any other time, that Longwood 

would pay the Subcontractors if they agreed to keep working.” Id. at 34. 

Further, Longwood insists that, “[w]hile the Subcontractors may have 

subjectively felt that the only way they were going to get paid was to keep 

working, this feeling or inference is not sufficient to establish consideration for 

a guaranty.” Id. at 38.

The record belies this argument. As set forth supra, Swidorsky and 

Bierly both indicated that Bulger’s assurances that Longwood would make sure 

they got paid led them to continue working, even though they had not been 

paid for the work they already did. While Bulger may not have made finishing

the work a condition for getting paid for the outstanding invoices, it is unlikely 

that the Subcontractors would have moved forward with the work, knowing 

that Hunley had repeatedly failed to pay them, if Bulger had not given 
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assurances.

16

 The fact that the Subcontractors continued working, saving 

Longwood from costly delays, constituted sufficient consideration for 

Longwood’s guaranty. 

Mutual Understanding of Terms

Lastly, Longwood says that Bulger did not know the amount of Hunley’s 

debt to the Subcontractors at the time he made the purported guaranty. 

Longwood advances that “[a]n enforceable contract is not made out unless 

each of its terms is shown with certainty and conciseness. Price is a material 

element of a contract.” Id. at 39 (quoting Stevens v. Doylestown Bldg. & 

Loans Ass’n, 183 A. 922, 922-23 (Pa. 1936)). Longwood contends that “[a]n 

open-ended guaranty of an unknown amount is unenforceable, as it lacks the 

basic elements of a contract; namely, clear agreement on basic terms, such 

as: ‘How much?’” Id. at 40. As such, Longwood avers that, “because ... Bulger 

did not know what he was promising to ‘make good,’ his statements do not 

constitute an enforceable guaranty.” Id. at 41. 

____________________________________________

16 We recognize that Raymond Mascaro of Masco Interiors, Inc., testified that 

he and the other Subcontractors did not think about leaving the job because 

“[w]e felt that the only way to get paid was to stay. ... No one gets paid for 

half of a job. I don’t pay people to do half a job, and I don’t expect that.” 

N.T. Trial, 3/13/19, at 1781. However, he also confirmed that he was led to 

believe that, if he stayed, he would be paid. Id. at 1781-82. Further, the 

testimony of Swidorsky and Bierly both support that they continued working 

because of Bulger’s assurances, which implies that they would not have 

continued working if their source of payment was only the unreliable Hunley. 

See Woullard, supra (“Upon appellate review[,] the appellate court must 

consider the evidence in the light most favorable to the verdict winner and 

reverse the trial court only where the findings are not supported by the 

evidence of record or are based on an error of law.”) (citations omitted). 
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We reject Longwood’s argument, as the record supports that Bulger 

knew the amount of Hunley’s debt to the Subcontractors at the time he made 

the guaranty. Various Subcontractors testified that Bulger told them that 

Longwood owes Hunley more money than Hunley owes the Subcontractors. 

See N.T. Trial, 3/13/19, at 1752 (Bierly’s stating that Mr. Bulger “assured us, 

don’t worry, we will get paid, more money is owed than we are owed...”); id. 

at 1753 (Bierly: “[Bulger] said if we didn’t get paid by Hunley, that they would 

take care of it because more money was owed, that they would be able to 

make the subs whole. ... I guess when the projects were completed, that 

Longwood would owe Hunley more than enough money to pay us”); id. at 

1767 (Swidorsky’s stating that Bulger told him that “Longwood owed Hunley 

more money than Hunley owed you guys and that we would be sure that you 

got paid”); id. at 1770 (Swidorsky’s explaining: “It was simply said that there 

is enough money there for these projects and that we are assuring you that 

you will be paid. [Longwood] never flat out said they would pay us. They 

never said that Hunley would pay us. They just said we would be paid”); id. 

at 1777 (Mascaro’s testifying that, at the May 22 meeting, “we were told that 

they had held back enough money from Hunley to make us all whole and that 

we would get paid”). Therefore, in making these statements, Bulger had to 

know how much Hunley owed the Subcontractors and the amount he was 

guaranteeing. Thus, this claim fails, and no relief is due on Longwood’s first 

issue. 

Longwood’s Second Issue 
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In Longwood’s second issue, it argues that the Subcontractors should 

not have been awarded pre-judgment interest against Longwood.17 By way 

of background, following the trial court’s verdict, the Subcontractors filed a 

motion to mold the verdict, requesting pre-judgment interest from the date

of their invoices to the date of the judgment. See Subcontractors’ Motion to 

Mold the Verdict, 5/7/20; Subcontractors’ Supplement to Motion to Mold the 

Verdict, 9/21/20; see also Subcontractors’ Trial Brief, 5/31/19, at 11 (“[T]he 

[S]ubcontractors will be filing a motion to mold the verdict to include interest 

from the date of their invoices to the date of the judgment, based on whatever 

amount this [c]ourt awards.”). Longwood appears to have filed no response

to the Subcontractors’ motion to mold the verdict. Thereafter, the trial court

— without explanation — awarded the Subcontractors the pre-judgment 

interest they requested, i.e., pre-judgment interest from the date of their 

invoices to the date of the judgment. 

With respect to pre-judgment interest, this Court has previously 

explained:

“[A] court has discretion to award or not award pre[-]judgment 

interest on some claims, but must or must not award pre[-

]judgment interest on others.” Cresci Const. Services, Inc. v. 

Martin, 64 A.3d 254, 258 (Pa. Super. 2013) (quoting, in part, 

Fidelity Bank v. Com. Marine and Gen. Assurance Co., 592 

____________________________________________

17 While we continue referring to the Subcontractors collectively in this section 

of our writing, we note that Roland Pastucha Electric, Inc., did not assert a 

claim for pre-judgment interest. See Longwood’s Brief I at 41 n.10; 

Subcontractors’ Brief at 7. Thus, Roland Pastucha Electric, Inc., is not entitled 

to pre-judgment interest and is not included in the following analysis, despite 

our ongoing use of the term ‘Subcontractors.’ 
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F.Supp. 513, 522 (E.D. Pa. 1984)) (internal quotations and 

original brackets omitted). In accordance, Pennsylvania has 

followed the Restatement (Second) of Contracts § 354, which 

provides:

(1) If the breach consists of a failure to pay a definite sum 

in money or to render a performance with fixed or 

ascertainable monetary value, interest is recoverable from 

the time for performance on the amount due less all 

deductions to which the party in breach is entitled.

(2) In any other case, such interest may be allowed as 

justice requires on the amount that would have been just 

compensation had it been paid when performance was due.

Restatement (Second) of Contracts § 354. Further, the comments 

to this section state, in pertinent part:

c. Where amount due is sufficiently definite. Under the rule 

stated in Subsection (1), a party is not chargeable with 

interest on a sum unless its amount is fixed by the contract 

or he could have determined its amount with reasonable 

certainty so that he could have made a proper tender. 

Unless otherwise agreed, interest is always recoverable for 

the non-payment of money once payment has become due 

and there has been a breach. This rule applies to debts due 

for money lent, goods sold or services performed, including 

installments due on a construction contract. The fact that 

the breach has spared some expense that is uncertain in 

amount does not prevent the recovery of interest. The sum 

due is sufficiently definite if it is ascertainable from the 

terms of the contract, as where the contract fixes a price 

per unit of performance, even though the number of units 

performed must be proved and is subject to dispute. The 

same is true, even if the contract does not of itself create a 

money debt, if it fixes a money equivalent of the 

performance. It is also true, even if the contract does not 

fix a money equivalent of the performance, if such an 

equivalent can be determined from established market 

prices. The fact that the extent of the performance rendered 

and the existence of the market price must be proved by 

evidence extrinsic to the contract does not prevent the 

application of these rules.

***
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d. Discretionary in other cases. Damages for breach of 

contract include not only the value of the promised 

performance but also compensation for consequential loss. 

The amount to be awarded for such loss is often very difficult 

to estimate in advance of trial and cannot be determined by 

the party in breach with sufficient certainty to enable him to 

make a proper tender. In such cases, the award of interest 

is left to judicial discretion, under the rule stated in 

Subsection (2), in the light of all the circumstances, 

including any deficiencies in the performance of the injured 

party and any unreasonableness in the demands made by 

him.

Restatement (Second) of Contracts § 354 cmts. c, d....

This Court has expounded on Section 354 as follows:

[Section] 354 commands that pre[-]judgment interest is 

awarded as a matter of right in four limited circumstances, 

which all require an examination of the contract. In other 

words, a court examines whether the contract was to pay, 

or render a performance for, a monetary amount defined in 

the contract; render a performance for a monetary amount 

that can be calculated from standards set forth in the 

contract; or render a performance for a monetary amount 

calculated from the established market prices. The disputed 

amount must be either specified in the contract or 

ascertained from the terms of the contract such that at the 

time of the breach, the breaching party can proffer a tender. 

The disputed amount, in other words, must be liquidated at 

the time of the breach as a prerequisite for pre[-]judgment 

interest. In all other circumstances, including an award of 

consequential damages, pre[-]judgment interest is awarded 

as a matter of discretion.

Cresci, 64 A.3d at 264–65. 

To illustrate, in Cresci, the appellant entered into a contract with 

a construction company for it to build a home for the appellant for 

$184,730. Id. at 256. Aside from the cost of building the home, 

“the contract did not specify or refer to any monetary values, 

established market prices, or other fixed standards regarding a 

determination of mortgage expenses, legal expenses, inspection 

fees, and the costs of maintaining two homes in the event of a 

breach.” Id. After some time, the construction company filed a 

complaint against the appellant, alleging that the appellant 
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impeded the efforts of the construction company in completing the 

contract, and claimed that the appellant owed $34,378.56 on the 

balance of the contract. Id. at 256–57. In turn, the appellant 

counterclaimed for, inter alia, breach of contract, asserting that 

the construction company “had failed to complete several of the 

contract’s required obligations.” Id. at 257. Following a jury trial, 

the jury found that the construction company breached the 

contract and awarded the appellant $66,000 in breach-of-contract 

damages. Id. However, the trial court did not award the 

appellant pre[-]judgment interest, determining that “the damages 

involved in this matter are simply not of the kind envisioned by § 

354(1) of the Restatement[,]” and that the appellant “was 

adequately compensated by the jury’s verdict, and no further 

pre[-]judgment interest was warranted.” Id. at 258 (citations 

omitted).

On appeal, the appellant argued that “pre-judgment interest in a 

breach of contract matter is a legal right.” Id. (citation omitted). 

He averred that “he was forced to incur additional mortgage 

expenses, legal expenses, inspection fees, and associated costs 

with maintaining two properties since the home was 

uninhabitable[,]” and “theorize[d] that because the sums he 

claim[ed] [were] ascertainable, § 354(1) of the Restatement 

(Second) of Contracts applie[d] and § 354(2) ... [did] not.” Id.

(internal quotation marks and citations omitted). This Court, 

however, disagreed. Significantly, we observed that the appellant 

did “not argue that the contract provided for the payment of 

additional mortgage expenses, legal expenses, inspection fees, 

and associated costs with maintaining two properties[,]” or that 

“these sums constituted the reasonable costs of completing the 

construction contract or correcting the defective work.” Id.

(internal quotation marks and citations omitted). Further, we 

reasoned:

In the case before us, we examine the contract to determine 

whether [the a]ppellant is entitled to pre[-]judgment 

interest as of right. The contract specifically provided for 

the performance of a construction of a home in exchange 

for $184,730, a monetary amount defined by the contract. 

Thus, $184,730 is a liquidated, ascertainable sum.

The contract, however, did not provide for a “performance” 

of “mortgage expenses, legal expenses, inspection fees, and 

associated costs with maintaining two properties.” The 

contract also did not reference or permit a calculation of a 
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monetary value for those items. [The construction 

company], therefore[,] could not have tendered a proffer to 

[the a]ppellant for those items, which necessarily required 

a breach of contract to render a “performance” of those 

items. [The construction company] is not charged with 

interest as of right on the jury’s award of $66,000, because 

that amount was not fixed by the construction contract and 

[the construction company] could not have ascertained that 

sum by construing the terms of the contract. Accordingly, 

the jury’s non-specific award of $66,000 does not represent 

a liquidated, ascertainable sum owed under the contract.

The jury’s award ... “represents a loss incurred by [the 

a]ppellant as a consequence” of [the construction 

company’s] breach “of the promised performance” to 

construct the home. Thus, contrary to [the a]ppellant’s 

claim, an award of pre[-]judgment interest on consequential 

damages is not awarded as a matter of right but is instead 

left to the court’s discretion. [The a]ppellant, however, 

elected not to order the trial transcript. Thus, this Court 

cannot ascertain whether the trial court abused its discretion 

in declining to award pre[-]judgment interest on an 

unliquidated sum.

Cresci, 64 A.3d at 264–66 (internal citations, original brackets, 

footnotes omitted...).

Krishnan v. Cutler Group, Inc., 171 A.3d 856, 873-75 (Pa. Super. 2017) 

(all emphasis omitted; some brackets added). 

In the case sub judice, Longwood points out that the trial court’s order 

“awarding pre-judgment interest to the Subcontractors is silent as to the legal 

basis for the award; that is, the [t]rial [c]ourt does not say whether its award 

of pre-judgment interest is made as a matter of law (i.e., mandatory), or if it 

is made in the court’s discretion.” Longwood’s Brief I at 42 (citation omitted). 

According to Longwood, “[i]n either case, the Subcontractors’ claim for prejudgment interest should have failed.” Id. 
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Considering first if the Subcontractors had a right to pre-judgment 

interest under Section 354(1), Longwood argues that “the relevant contract 

for examination is the oral contract of guaranty purportedly made with the 

Subcontractors by ... Bulger on behalf of Longwood.” Id. at 44.18 It says that 

“the [t]rial [c]ourt found that the contract of guaranty between Longwood and 

the Subcontractors was as follows: if the Subcontractors kept working and did 

not walk off the job, Longwood would pay the Subcontractors all the money 

that Hunley owed them.” Id. (citation omitted). Longwood contends that 

“[t]here were no other terms or details to be found in that purported contract 

— no amounts, no performance standard, no mathematical or value standards 

— just simply: keep working, and we will ‘make good’ on Hunley’s debt.” Id. 

at 44-45 (citation omitted). Longwood maintains that such a contract was not 

for a definite sum of money because, “[a]t the time of Longwood’s purported 

guaranty, no one knew what the sum was, and rather such sum was only 

clearly adduced for the first time at the trial itself.” Id. at 45 (citation 

omitted). As a result, it insists that “Longwood could not have proffered a 

tender — how would it have determined what to tender without knowing what 

was claimed to be owed to the Subcontractors?” Id. According to Longwood,

“[i]n such circumstances, where a party cannot tender payment due to 

uncertainty as to the amount which is alleged to be owed, the imposition of 

____________________________________________

18 The Subcontractors do not dispute this assertion. 
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pre[-]judgment interest is unwarranted and inequitable.” Id. at 45-46 

(footnote omitted). 

At the outset, Longwood has waived this argument, as it does not 

appear that Longwood raised these specific objections below. Pa.R.A.P. 

302(a) (“Issues not raised in the trial court are waived and cannot be raised 

for the first time on appeal.”). Longwood claims that it preserved the issue of 

whether it is liable to the Subcontractors for pre-judgment interest in its 

Answer, New Matter, and Crossclaims to the Subcontractors’ Amended 

Complaint, and in its concise statement of errors complained of on appeal. 

See Longwood’s Brief I at 24. However, we see none of the above-stated

arguments against awarding the Subcontractors pre-judgment interest in 

Longwood’s Answer, New Matter, and Crossclaims.

19

 Furthermore, regarding 

Longwood’s concise statement, it is well-established that “[a]n issue raised 

for the first time in a concise statement is waived.” Carlino East 

____________________________________________

19 Longwood also does not point us to exactly where in its Answer, New Matter, 

and Cross Claims it allegedly raised these claims. See Pa.R.A.P. 2117(c)(4) 

(“Where under the applicable law an issue is not reviewable on appeal unless 

raised or preserved below, the statement of the case shall also specify ... 

[s]uch pertinent quotations of specific portions of the record, or summary 

thereof, with specific reference to the places in the record where the 

matter appears (e.g. ruling or exception thereto, etc.) as will show that the 

question was timely and properly raised below so as to preserve the question 

on appeal.”) (emphasis added); Pa.R.A.P. 2119(e) (“Where under the 

applicable law an issue is not reviewable on appeal unless raised or preserved 

below, the argument must set forth, in immediate connection therewith or in 

a footnote thereto, either a specific cross-reference to the page or pages of 

the statement of the case which set forth the information relating thereto as 

required by Pa.R.A.P. 2117(c), or substantially the same information.”). 
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Brandywine, L.P. v. Brandywine Village Association, 197 A.3d 1189, 

1207 (Pa. Super. 2018) (citation omitted). We also reiterate that Longwood 

appears to have filed no response in opposition to the Subcontractors’ motion 

to mold the verdict. 

Nevertheless, even if not waived, we would reject Longwood’s 

argument, as we have already determined that Bulger knew how much Hunley 

owed the Subcontractors and the amount he was guaranteeing. See 

Longwood’s First Issue, supra. We restate that multiple Subcontractors 

testified that Bulger told them that Longwood owes Hunley more money than 

Hunley owes them, which means that Bulger knew how much the 

Subcontractors were owed at the time he made the guaranty. Id. In addition, 

Bulger acknowledged that the Subcontractors were bringing their unpaid

invoices to him: 

[Longwood/PSC’s attorney:] At some point[,] did you start going 

to [the S]ubcontractors directly to try and get copies of their 

invoices associated with their work on unit turnovers at 

Longwood? 

[Bulger:] I didn’t go to them. They came to me with their invoices. 

[Longwood/PSC’s attorney:] So they came to you and said what 

exactly? 

[Bulger:] They said we haven’t been paid, and they must have 

talked amongst themselves, and they said we haven’t been paid, 

and they started bringing me stacks of invoices. 

[Longwood/PSC’s attorney:] Could you name some of the 

contractors that presented unpaid invoices to you? 

[Bulger:] Masco Construction, Riverview Flooring, Pastucha 

Electric. Let’s see, I know there were a couple others. Tigano 
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Painting. I can’t remember any others right now, but I think there 

were others. 

[Longwood/PSC’s attorney:] Were all these unpaid subcontractor 

invoices related to projects that were undertaken at Hunley’s 

direction?

[Bulger:] Yes.

N.T. Trial, 3/11/19, at 1363-64. 

Bulger also revealed that he wanted to pay the Subcontractors directly, 

which corroborates that he knew how much they were owed, but he was 

ultimately discouraged from doing so:

[Sodexo’s attorney:] [Y]ou believe that [the Subcontractors] 

should be paid?

[Bulger:] I do believe they should be paid. 

[Sodexo’s attorney:] Because they did good work at a fair price; 

right?

[Bulger:] Yes. 

[Sodexo’s attorney:] Now, who stopped you from paying the 

[S]ubcontractors? 

[Bulger:] Who stopped me from paying the contractors? I asked 

our attorneys if I could pay the contractors from the monies that 

were owed to Aufman at the time and --

[The court]: Did your attorneys give you some advice or 

direction?

[Bulger]: They did.

[The court]: We’re done. That is the end of that topic. 

[Sodexo’s attorney:] And to be clear, besides the lawyers, I don’t 

want to know, did you have discussions with any of your superiors 

at Longwood that told you -- and not that they got from their 

lawyers, but themselves [sic] -- to stop, to not issue checks to 

any of the [S]ubcontractors? 

[Bulger:] No. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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[Sodexo’s attorney:] And that was contrary to your opinion; right? 

You believed that checks should be sent to the [S]ubcontractors; 

right? 

[Bulger:] That’s correct.

Id. at 1382-83. 

Thus, even if not waived, we would determine that the record supports 

that Longwood knew how much it was guaranteeing, making the guaranty 

sufficiently definite for pre-judgment interest purposes. As such, we would 

reject Longwood’s argument that “Longwood did not breach a contract to pay 

a definite sum of money, because Longwood did not know what that sum was.” 

Longwood’s Brief I at 45.20 

____________________________________________

20 Longwood raises for the first time in its reply brief that the Subcontractors 

failed to establish the time at which Longwood improperly withheld payment, 

and therefore, the date on which pre-judgment interest should have begun to 

run is unclear. It therefore argues that “pre-judgment interest cannot be 

awarded, because the [c]ourt cannot properly determine when it would begin 

to run.” Longwood’s Reply Brief at 21. We deem this issue waived because, 

in addition to not raising this claim below, Longwood presented it for the first 

time in its reply brief. Commonwealth v. Otero, 860 A.2d 1052, 1054 (Pa. 

Super. 2004) (“Issues presented before this [C]ourt for the first time in a reply 

brief are waived.”) (citation omitted). As our Supreme Court has explained:

The opportunity for, and the extent of, a reply brief is limited. The 

Pennsylvania Rules of Appellate Procedure make clear that an 

“appellant may file a brief in reply to matters raised by [the] 

appellee’s brief not previously raised in appellant’s brief.” 

Pa.R.A.P. 2113(a). Thus, an appellant is prohibited from raising 

new issues in a reply brief. Moreover, a reply brief cannot be a 

vehicle to argue issues raised but inadequately developed in 

appellant’s original brief. When an appellant uses a reply brief to 

raise new issues or remedy deficient discussions in an initial brief, 

the appellate court may suppress the non-complying portions.

(Footnote Continued Next Page)
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Further, assuming arguendo that the trial court should not have 

awarded the Subcontractors pre-judgment interest as a matter of right under 

Section 354(1), we would still discern no abuse of discretion by the trial court 

in awarding them pre-judgment interest under Section 354(2). As mentioned 

supra, if interest is not awarded as a matter of right, the trial court may use 

its discretion to award it “in ... light of all the circumstances, including any 

deficiencies in the performance of the injured party and any unreasonableness 

in the demands made by him.” Restatement (Second) of Contracts § 354 cmt. 

d. 

Longwood argues that “the fault of nonpayment rests not with 

Longwood, but rather with Hunley and its co-conspirators, and the 

Subcontractors, themselves.” Longwood’s Brief I at 49 (emphasis in 

original). It elaborates:

[T]he Subcontractors did not come to court with clean hands. The 

Subcontractors agreed to perform work for Hunley, a general 

contractor with no experience, reputation, or presence at the job 

site. Those agreements were entirely oral and no pre-work 

documentation, such as estimates, work orders, or work 

authorizations between Hunley and the Subcontractors were 

produced at trial. Longwood had no direct contract with the 

Subcontractors — Longwood engaged Hunley, who then engaged 

the Subcontractors under undefined, amorphous terms. The 

Subcontractors, themselves, were in the best position to limit their 

____________________________________________

Commonwealth v. Fahy, 737 A.2d 214, 218 n.8 (Pa. 1999) (most citations 

omitted).

Here, neither Longwood in its original brief, nor the Subcontractors in 

their responsive brief, raised the specific issue of when pre-judgment interest 

should have begun to run in this matter. As such, this claim is also waived on 

this basis. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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loss exposure: they are the ones who allowed their invoices to 

Hunley to accumulate, unpaid, over the course of months. Some 

of their invoices were so old that the time for filing of mechanic’s 

liens had lapsed by the time they approached Bulger at the May 

22, 2015 meeting. Even though the quality of the Subcontractors 

work was not an issue, their business and recordkeeping practices 

were, at best, unprofessional, and certainly contributed to the 

confusion and chaos that concealed Hunley’s fraud. Those 

practices also exposed the Subcontractors to an enormous 

receivable owed by an uncreditworthy counterparty (i.e., Hunley). 

As noted by the [t]rial [c]ourt, Longwood was the victim of a 

fraudulent conspiracy by and among Hunley, Aufman, Sepcic, 

McCollum, and Sodexo, whereby Longwood was defrauded out of 

hundreds of thousands of dollars. It was Hunley and its coconspirators who engaged the Subcontractors to perform work at 

Longwood; then, Hunley charged Longwood for the work at a 

markup of nearly 130%. An integral part of that scheme was the 

concealment of the amounts the Subcontractors were actually 

charging Hunley for the work. This concealment persisted 

throughout, and well beyond, the time that ... Bulger made his 

purported guaranty to the Subcontractors to pay the amounts 

Hunley owed them. The actual amounts owed to the 

Subcontractors were not made clear until this litigation ensued. 

By that time, Hunley had already extracted over $1.9 million from 

Longwood, and, despite Aufman’s promises, failed to pay the 

required amounts through to the Subcontractors. Simply stated, 

it is not Longwood’s fault that the Subcontractors have not yet 

been paid — it is the fault of Hunley and its co-conspirators.

Longwood’s Brief I at 49-51 (internal citations omitted). 

Longwood’s argument fails to persuade us that the trial court would 

have abused its discretion by awarding the Subcontractors pre-judgment 

interest against Longwood under Section 354(2). To start, while the 

Subcontractors may have agreed to perform work for the unfamiliar Hunley, 

Longwood similarly went into business with Hunley without seemingly 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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conducting any research on the company.

21

 Moreover, unlike the 

Subcontractors, Longwood even chose to continue its relationship with Hunley 

despite receiving an anonymous letter in October of 2014, accusing McCollum 

of having an improper interest in Hunley. Though Longwood investigated this 

letter, it wrongly concluded that no improper interest existed and took no 

further action, which permitted Hunley to continue conducting its fraudulent 

scheme at Longwood. Furthermore, although Longwood criticizes the 

Subcontractor’s recordkeeping and business practices, Longwood’s practices

seem equally as poor, given that it allowed McCollum to withhold invoices for 

long periods of time and grossly overpaid for Hunley’s services over the course 

of nearly a year while Hunley performed no actual work. Finally, to the extent 

that Longwood argues that the Subcontractors are to blame for permitting 

their invoices to go unpaid and accumulate, we point out that the 

Subcontractors considered stopping work at Longwood due to this nonpayment but continued working after the meeting with Bulger in May of 2015, 

where he guaranteed that Longwood would make sure that the Subcontractors 

were paid. The Subcontractors trusted his word and moved forward with the 

work, enabling Longwood to meet its deadlines and have residents move into 

their units, and yet the Subcontractors have gone years without seeing any 

payment from Longwood. Thus, given the circumstances of this case, we 

____________________________________________

21 According to the trial court, Longwood first hired Hunley to assist with a 

water pipe emergency in January of 2014, even though Hunley was not 

incorporated at that time. TCO I at 2-3. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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would conclude that the trial court would not have abused its discretion by 

awarding the Subcontractors pre-judgment interest against Longwood under 

Section 354(2). No relief is due on Longwood’s second issue. 

Longwood’s Third Issue 

In Longwood’s third and final issue, it asserts that its obligation to pay 

the Subcontractors’ judgment should be stayed pending Longwood’s receipt 

of all amounts awarded to it from Hunley, Aufman, Sepcic, McCollum, and 

Sodexo. To begin, it says Pennsylvania Rule of Civil Procedure 3121(b)(2)

permits a trial court to stay execution of judgment when justice so requires. 

Rule 3121(b)(2) provides:

(b) Execution may be stayed by the court as to all or any part of 

the property of the defendant upon its own motion or application 

of any party in interest showing

...

(2) any other legal or equitable ground therefor.

Pa.R.Civ.P. 3121(b)(2). 

Relying on Rule 3121(b)(2), Longwood says that “equity and the 

interests of justice favor requiring the [d]efendants [(i.e., Hunley, Aufman, 

Sepcic, McCollum, and Sodexo)] to first pay Longwood its gross amount due 

of $1,352,769.68 (representing $933,220.71 in direct damages plus 

$419,548.97 for indemnification), before Longwood has to pay the 

Subcontractors and before the Subcontractors can initiate collection 

proceedings against Longwood.” Longwood’s Brief I at 53 (emphasis omitted; 

citation omitted). Longwood emphasizes that it is a defrauded non-profit 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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organization, and that the Subcontractors are not blameless for the situation 

in which they now find themselves due to their purportedly poor business 

practices discussed supra. Id. at 54, 55. To Longwood, “allowing the 

Subcontractors to collect from Longwood would mean that Longwood, once 

again, would be making an outlay of cash, at its own expense and the expense 

of its residents, falling deeper into the financial hole created by McCollum and 

Hunley’s fraudulent conspiracy.” Longwood’s Reply Brief at 26-27. 

In addition to the interests of justice, Longwood advances that, as a 

guarantor, its obligation to pay the Subcontractors is triggered only upon 

default by the principal debtors, namely, Hunley, Aufman, Sepcic, and 

McCollum. Longwood’s Brief I at 56-57. See also McIntyre Square 

Associates v. Evans, 827 A.2d 446, 451 n.7 (Pa. Super. 2003) (“While both 

guaranty and surety agreements are agreements to be liable for the debt of 

another, the principal difference is that the creditor may look to the surety for 

immediate payment upon the debtor’s default, without first attempting to 

collect the debt from the debtor, whereas the creditor must first seek payment

from the debtor before going after a guarantor.”) (citations omitted). As such, 

it also argues that the Subcontractors “should not be permitted to attempt to 

execute on their judgment against Longwood unless and until they exhaust 

collection efforts against Hunley, Aufman, Sepcic, and McCollum.” Longwood’s 

Brief I at 57. 

“The grant of a stay of execution is within the sound discretion of the 

trial court and its decision will not be disturbed absent a clear abuse of that 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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discretion.” In re Upset Sale, Tax Claim Bureau of Berks County, 479 

A.2d 940, 946 (Pa. 1984) (citations omitted). Here, we discern no clear abuse 

of discretion by the trial court.

22

 Initially, with respect to Longwood’s claim 

that justice requires a stay of execution, we point out that the Subcontractors

have also faced great financial difficulties as a result of not being paid for their 

work in this case. See N.T. Trial, 3/13/19, at 1782 (Mascaro’s testifying that 

“I had to extend my line of credit a hundred thousand dollars. I was two 

weeks from being out of business”); id. at 1786 (Jerry Tigano of Tigano 

Painting and Wallcovering stating that, as a result of this matter, he “ha[s] no 

savings, it’s all gone. ... My Visa and MasterCard [are] at the max. I’m just 

surviving. It’s a shame. I’m getting upset”); id. at 1790 (Roland Pastucha of 

Roland Pastucha Electric, Inc., confirming that he had to borrow additional 

money to make it through this time). While Longwood again says that the 

____________________________________________

22 Based on our review of the record, it does not appear that the trial court 

specifically explained why it denied Longwood’s request for a stay of 

execution. However, Longwood does not argue that the trial court abused its 

discretion by failing to provide reasons for its decision, nor does Longwood

ask us to remand this matter for preparation of an additional Rule 1925(a) 

opinion by the trial court. Further, based on our review of the record, we are 

able to glean why the trial court denied Longwood’s request. See N.T. Trial, 

3/13/19, at 1782, 1785-86, 1790 (trial court’s asking multiple Subcontractors 

if they had to borrow additional monies to make it through this ordeal); TCMNV 

at 25 (finding that “Bulger’s promises were the only reason the Subcontractors 

continued working”); see also Widger, 237 A.3d at 1158 n.5 (“Although we 

do not approve of or sanction the trial court’s failure to comply with its 

obligations under Rule 1925(a), the lack of a Rule 1925(a) opinion does not 

preclude this Court’s review of the merits of [the a]ppellant’s issues based 

upon our review of the record, including the notes of testimony from [the 

a]ppellant’s trial.”). 
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Subcontractors’ business practices enabled the fraud to transpire, we do not 

view the Subcontractors as any more at fault than Longwood for having let

the fraud occur. See Longwood’s Second Issue, supra. Further, as the 

Subcontractors aptly recognize, “Bulger’s promises were the only reason [the] 

Subcontractors continued working[,]” and the work they performed allowed 

Longwood to continue turning over units and making money. See 

Subcontractors’ Brief at 24. As such, it would be unfair to grant Longwood a 

stay of execution at the Subcontractors’ expense. For these reasons, we reject 

Longwood’s argument that the trial court abused its discretion in denying 

Longwood’s request for a stay of execution based on the interests of justice. 

Additionally, with respect to Longwood’s argument that it is a guarantor 

and that the Subcontractors must first seek payment from Hunley, Aufman, 

Sepcic, and McCollum, Longwood provides no authority that a trial court must

grant a stay of execution in such circumstances. See In re S.T.S., Jr., 76 

A.3d 24, 42 (Pa. Super. 2013) (“[M]ere issue spotting without analysis or legal 

citation to support an assertion precludes our appellate review of a matter.”)

(citations omitted). We also point out that Longwood itself recognizes that 

Hunley, Aufman, Sepcic, and McCollum are unlikely to pay, see Longwood’s 

Brief I at 53, and, in fact, have not paid on the unpaid invoices to date. And, 

again, we emphasize that the Subcontractors continued working, despite not 

getting paid, because Bulger assured them that Longwood would make good 

on Hunley’s debt, which still has not happened. As the Subcontractors should 

not face any more delays in receiving their money, we discern no clear abuse 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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of discretion by the trial court in denying a stay of execution to Longwood on 

this basis either. 

Overall, none of Longwood’s issues in its appeal at 733 WDA 2021 

warrant relief. We therefore affirm the judgment entered at GD 18-012048 

with respect to Longwood. 

Sodexo’s Appeals at 676 WDA 2021 and 677 WDA 2021

We turn next to Sodexo’s appeals at 676 WDA 2021 and 677 WDA 

2021.23 In its appeals, Sodexo raises two questions for our review:

1. Whether Longwood was entitled to common-law 

indemnification from Sodexo for the $419,548.97 that the [t]rial 

[c]ourt found Longwood owed by contract to the [S]ubcontractors, 

despite that (a) Longwood’s common-law indemnification rights 

were superseded by a contractual indemnification provision, which 

the [t]rial [c]ourt correctly held was not satisfied; (b) Longwood’s 

liability to the [S]ubcontractors sounded in contract, not tort; and 

(c) Longwood had already recovered as damages the amounts 

unpaid to the [S]ubcontractors. 

2. Whether Longwood was “the prevailing party” under the 

Longwood Management Agreement, such that Longwood was 

entitled to $1,062,053.67 in attorney[s’] fees and expenses, 

despite that both Longwood and Sodexo obtained judgments in 

their favor. 

Sodexo’s Brief at 3-4. 

Sodexo’s First Issue

In Sodexo’s first issue, it challenges the trial court’s determination that 

Sodexo — along with Hunley, McCollum, Aufman, and Sepcic — must 

____________________________________________

23 Sodexo filed a consolidated brief for its appeals at 676 WDA 2021 and 677 

WDA 2021. 
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indemnify Longwood for all sums paid by Longwood to the Subcontractors.24 

In making this ruling, without providing any legal authority in support, the 

trial court conveyed in its memorandum and amended non-jury verdict that:

Hunley, Aufman, Sepcic, McCollum, and Sodexo must indemnify 

Longwood for any amounts it pays to the Subcontractors pursuant 

to this [v]erdict because this [c]ourt grants Longwood’s 

crossclaim.

Longwood would not have been liable to the Subcontractors but 

for the [c]ontract of [g]uaranty made by ... Bulger. The true 

culprits are Hunley represented by Aufman, Sepcic, and McCollum 

who conducted the fraudulent scheme and extracted the funds 

from Hunley, causing it to default on its debt to the 

Subcontractors. This [c]ourt has already pierced Hunley’s ... 

corporate veil, therefore Aufman, Sepcic, and McCollum are also 

personally liable under the crossclaim. This [c]ourt has 

additionally found Sodexo vicariously liable for McCollum’s 

actions. Therefore, Hunley, Aufman, Sepcic, McCollum, and 

Sodexo must indemnify Longwood for any amounts it pays to the 

Subcontractors by virtue of this [v]erdict. 

TCMNV at 25. 

Later, in its Rule 1925(a) opinion, the trial court provided a legal basis 

for its determination for the first time, explaining: 

“The right to indemnity arises by operation of law and will be 

allowed where necessary to prevent an[] unjust result.” City of 

Wilkes-Barre v. Kaminski Bros., Inc., 804 A.2d 89, 92 (Pa. 

Cmwlth. 2002). Indemnity is an equitable remedy available at 

common law, which “shifts the entire responsibility for damages 

from a party who, without any fault, has been required to pay 

because of a legal relationship to the party at fault.” Id. The 

Commonwealth Court clarified that indemnity[] “is a fault-shifting 

____________________________________________

24 See Trial Court Judgment at GD 18-012048, 5/11/21, at 2-3 (“Hunley, 

McCollum, Aufman, Sepcic, and Sodexo shall, jointly and severally, indemnify 

Longwood for all sums paid by Longwood to [the Subcontractors], or any of 

them, and all sums collected from Longwood by [the Subcontractors], or any 

of them[.]”). 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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mechanism that comes into play when a [party] held liable by 

operation of law seeks to recover from a defendant whose conduct 

actually caused the loss.” Id. 

Although this [c]ourt[] determined that Longwood was not entitled 

to indemnity pursuant to the Longwood Management Agreement, 

indemnity via a specific contractual obligation was only one 

avenue available to Longwood.[25] Longwood may also obtain 

common law indemnity as an equitable remedy in relation to 

Longwood’s [c]rossclaim. 

As this [c]ourt explained in its April 14, 2020 ... Memorandum and 

Non-Jury Verdict, absent the ... breach of contract and fraud, 

Longwood would not have overpaid Hunley for over $900,000.00 

and Longwood would not be getting back-charged for over 

$400,000.00 in Subcontractor invoices, which should have been 

paid by Hunley. This is because it was Hunley, Aufman, Sepcic, 

McCollum, and Sodexo who took part in a fraudulent scheme and 

extracted funds from Hunley, which caused Hunley to default on 

its debt to the Subcontractors. Despite the fact that Longwood 

had already overpaid Hunley for the work Longwood expected to 

be completed, Hunley’s default on its debt to the Subcontractors 

forced Longwood to guaranty the Subcontractors payment in 

order for the Subcontractors to continue working, and for 

Longwood to avoid significant additional losses. 

Accordingly, while this [c]ourt found that Longwood was liable to 

the Subcontractors based upon Longwood’s [c]ontract of 

[g]uaranty, this [c]ourt correctly determined that Sodexo, 

McCollum, Hunley, Aufman, and Sepcic must indemnify Longwood 

for any payment made by Longwood to the Subcontractors.... This 

makes sense because the judgment on the Subcontractors’ unpaid 

invoices is a debt that Longwood would not have incurred but for 

Sodexo’s breach of contract and Hunley’s, Aufman’s, Sepcic’s, and 

McCollum’s fraud, for which, again, Sodexo was vicariously liable. 

Sodexo again complains that this [c]ourt’s determination 

regarding indemnity was sua sponte action, which deprived 

____________________________________________

25 The Longwood Management Agreement contained an indemnity provision, 

which the trial court determined did not require Sodexo to indemnify 

Longwood for reasons discussed infra. 
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Sodexo of its due process rights.[26] However, as mentioned

previously, there is ample precedent that permits this [c]ourt to 

amend pleadings to conform with the evidence presented at trial, 

at least where such an amendment will not result in unfair surprise 

or prejudice. See Sutton v. Miller, 592 A.2d 83, 89 [(Pa. Super. 

1991)] (holding that, in the absence of any prejudice, given the 

well-settled principle that amendment is available at any stage of 

the proceedings, a court may sua sponte amend the pleadings on 

its own initiative). 

Here, Sodexo, McCollum, Aufman, and Sepcic were, at all times, 

aware of Longwood’s claim that Sodexo, McCollum, Hunley, 

Aufman, and Sepcic should be the parties ultimately responsible 

for paying the Subcontractors, or indemnifying Longwood after 

Longwood paid the Subcontractors. Whether this occurred via 

contractual indemnity or common law indemnity is of little 

moment. The substance of Longwood’s claims put Sodexo on 

notice with regard to both, and this [c]ourt acted appropriately in 

amending said claims in the interest of justice. Thus, Sodexo’s 

argument that this [c]ourt’s decision deprived Sodexo of its due 

process rights is without merit.

Trial Court Opinion (“TCO II”), 8/2/21, at 38-40 (emphasis in original). 

On appeal, Sodexo wages a three-prong argument as to why the trial 

court’s indemnification award should be reversed. First, it advances that the 

Longwood Management Agreement’s contractual indemnification clause 

precluded any common-law indemnification. It asserts that our Supreme 

Court “has long held that common-law indemnification is ‘not apposite where, 

as here, there is a written contract setting forth the rights and duties of the 

parties.’” Sodexo’s Brief at 14 (citing Eazor Exp., Inc. v. Barkley, 272 A.2d 

____________________________________________

26 For context, in Sodexo’s Rule 1925(b) concise statement, Sodexo 

complained, inter alia, that Longwood’s crossclaim only sought contractual 

indemnification from Sodexo related to the Subcontractors’ claims, and that 

the trial court improperly raised the issue of whether Sodexo had a common 

law duty to indemnify Longwood sua sponte. 
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893, 895 (Pa. 1971)). Second, Sodexo avers that “a party can be indemnified 

under the common law only for liability that sounds in tort, not contract.” Id. 

at 17-18 (emphasis in original). It explains that “[t]he party seeking commonlaw indemnification must be a ‘tortfeasor’ liable to a third-party ‘tort victim.’” 

Id. at 18 (quoting City of Wilkes-Barre, 804 A.2d at 92 (Pa. Cmwlth. 2002)). 

In contrast, Sodexo says that, here, “Longwood’s liability to the 

[S]ubcontractors undoubtedly sounded in contract, not tort. The non-jury 

verdict specifically states that Longwood owed these amounts to the 

[S]ubcontractors for ‘Breach of Contract.’ And the opinion further clarifies 

that Longwood breached an ‘enforceable contract of guaranty.’” Id. (citations 

omitted). Finally, Sodexo contends that, although the two, above-stated 

errors are independent and sufficient reasons to reverse the indemnity award, 

the trial court’s indemnification ruling also should be reversed because it 

compensated Longwood twice for the same loss. According to Sodexo, “[t]he 

indemnity award was a double-recovery because the damages award (for 

breach of contract and fraud) had already compensated Longwood for the 

same thing: money still owed to the [S]ubcontractors.” Id. at 19 (emphasis 

in original). 

Common-Law Indemnification Precluded by Contract

For multiple reasons, we agree with Sodexo that the trial court erred 

and/or abused its discretion in determining that Longwood was entitled to 

common-law indemnification from Sodexo. To begin, in the Longwood 

Management Agreement, Sodexo and Longwood specifically contemplated 
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indemnification only in certain circumstances. In that contract, they agreed 

that:

Except as otherwise expressly provided in this Agreement, Sodexo 

and Client shall defend, Indemnify and hold each other harmless 

from and against all claims, liability, loss and expenses, including 

reasonable costs, collection expenses and attorneys’ fees, which 

may arise because of the sole negligence, misconduct, or other 

fault of the Indemnifying party, its agents or employees in the 

performance of its obligations under this Agreement.

See also Longwood’s Exhibit P-2 (“Longwood Management Agreement”) at 

7.

27

 

____________________________________________

27 None of the trial exhibits were transmitted to us with the certified record. 

Despite an informal inquiry with the trial court, we were unable to obtain them. 

“Ultimate responsibility for a complete record rests with the party raising an 

issue that requires appellate court access to record materials.” Note to 

Pa.R.A.P. 1921. Generally, “[a]n appellate court may consider only the facts 

which have been duly certified in the record on appeal.” Id. However, 

“[p]arties may rely on the list of documents transmitted to the appellate court 

and served on the parties. ... If the list shows that the record transmitted is 

complete, but it is not, the omission shall not be a basis for the appellate court 

to find waiver.” Id. “This principle is consistent with the Supreme Court’s 

determination in Commonwealth v. Brown, ... 52 A.3d 1139, 1145 n.4 ([Pa.] 

2012)[,] that where the accuracy of a pertinent document is undisputed, the 

Court could consider that document if it was in the Reproduced Record, even 

though it was not in the record that had been transmitted to the Court.” Id. 

Here, in the list of documents transmitted to this Court for Sodexo’s 

appeals at docket numbers 676 WDA 2021 and 677 WDA 2021, ‘Exhibits’ are 

listed. However, it appears that those ‘Exhibits’ are exhibits from Longwood’s 

response in opposition to summary judgment, filed on December 21, 2018, 

and do not include the exhibits admitted at trial. Though we usually may not 

consider documents that are not in the certified record, no party disputes the 

accuracy of the Longwood Management Agreement, or the report of 

Longwood’s expert, which we discuss infra, that are contained in Sodexo’s 

reproduced record. Therefore, we will consider both documents in our review

despite the fact that they are not included in the certified record. 
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The trial court ascertained that this contractual provision did not require 

Sodexo to indemnify Longwood for its losses in this case, opining:

This [c]ourt finds that Longwood’s damages fall outside the scope 

of the Longwood Management Agreement’s Indemnity 

[p]rovision. This provision allows recovery for losses which may 

arise because of the “sole negligence, misconduct, or other fault 

of the indemnifying party....” The language is unambiguous, the 

word “sole” modifies all adjectives in the list. The provision is not 

triggered when the misconduct involves the contribution of third 

parties. In the case at hand, the misconduct involved Hunley, 

Aufman, and Sepcic[,] thereby making the misconduct outside the 

scope of the provision.2

2 Longwood’s arguments that such interpretation violates 

public policy and that it encourages fraud are unpersuasive. 

Indemnity provisions are the product of party autonomy and 

may be tailored as the parties deem fit. The main purpose 

of indemnity provisions is to contractually alter the default 

allocation of risk under the law. If parties decide to only 

alter the allocation of risk in instances involving a sole 

negligence or misconduct, that is their prerogative and it 

does not violate public policy. Any losses for misconduct 

falling outside the scope of the provision are recoverable 

through the remedies provided by the law.

TCMNV at 14 (citations omitted). 

Despite the parties’ agreement for when indemnification would occur, 

the trial court disregarded the contract and ordered Sodexo to indemnify 

Longwood for the Subcontractors’ claims under the common law. This was 

improper. 

As Sodexo discerns, our Supreme Court has cautioned that, when a 

contract sets forth the rights and duties of the parties, the terms of that 

contract must govern. To illustrate, in Eazor, Eazor — a common carrier by

motor vehicle — leased a tractor-trailer from Barkley. Eazor, 272 A.2d at 
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894. Under the lease agreement, Barkley also supplied a driver, Matil. Id. 

While transporting cargo owned and shipped by Continental, an accident 

occurred, damaging the cargo. Id. Continental recovered a judgment against 

Eazor in federal court, which Eazor paid. Id. Eazor then sought to recover 

from Barkley and Matil the amount of the judgment it had paid to Continental. 

Id. After Eazor sued, the trial court determined that Eazor could not recover 

under a claim of either an express or implied contract of indemnity, and 

granted Barkley and Matil’s preliminary objections in the nature of a demurrer. 

Id. On appeal, our Supreme Court upheld the trial court’s decision. Id. In 

doing so, the Court initially noted that it could not find in the lease any express 

agreement by Barkley to be responsible for any damage to any cargo. Id. In 

addition, the Court also rejected Eazor’s argument that the Court, in previous 

cases, had recognized an implied contract of indemnity in favor of a person 

who, without active fault on his part, was legally obliged to pay damages 

caused by the negligence of another. Id. at 895.28 The Eazor Court deemed 

such cases to be inapposite “where, as here, there is a written contract setting 

forth the rights and duties of the parties. The contract must then govern. As 

____________________________________________

28 “Quasi-contracts, or contracts implied in law, are to be distinguished from 

express contracts or contracts implied in fact.” Sevast v. Kakouras, 915 

A.2d 1147, 1153 n.7 (Pa. 2007) (citation omitted). “Unlike true contracts, 

quasi-contracts are not based on the apparent intention of the parties to 

undertake the performances in question, nor are they promises. They are 

obligations created by law for reasons of justice.” Id. (citation and bracket 

omitted). 
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we have already observed, the instant contract does not support [Eazor’s]

claim.” Id. 

Eazor is instructive to the matter at hand. The Longwood Management 

Agreement specifically addresses indemnity and requires Sodexo to indemnify 

Longwood in certain instances. As Eazor suggests, Longwood cannot 

circumvent this provision, which it agreed to, by seeking common-law 

indemnity. Instead, the contract must govern. Thus, we agree with Sodexo 

that the contractual indemnification clause in the Longwood Management 

Agreement precluded any common-law indemnification in this matter.29, 30 

____________________________________________

29 We recognize that, in City of Wilkes-Barre, claims for both common-law 

indemnification and contractual indemnification were permitted to be 

advanced. However, “decisions rendered by the Commonwealth Court are not 

binding on this Court.” See Beaston v. Ebersole, 986 A.2d 876, 882 (Pa. 

Super. 2009) (en banc) (citation omitted). In addition, it appears that, in that 

case, no one raised the argument that common-law indemnity claims are 

precluded where a contract setting forth the rights and duties of the parties 

exists. 

30 In response to Sodexo’s argument, Longwood claims that the 

indemnification award constitutes “damages flowing proximately from the 

fraud committed by Sodexo[,]” and that “[a] person who makes a fraudulent 

misrepresentation of material fact to another person is responsible for all 

injuries resulting from that other person’s reliance on the fraudulent 

misrepresentation.” Longwood’s Brief at 676 WDA 2021 and 677 WDA 2021 

(“Longwood’s Brief II”) at 38 (citation omitted). Longwood goes on to 

purportedly distinguish Eazor and related cases on the basis that “they stand 

for the indeed well-accepted principle that when the parties’ relationship is 

predominantly contractual, tort claims and associated tort theories of 

damages are barred. The [t]rial [c]ourt specifically ruled that this was not the 

case here.” Id. at 43; see also TCMNV at 20-21 (determining that the gistof-the-action doctrine did not bar Longwood’s tort claims against Sodexo). 

(Footnote Continued Next Page)
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Longwood’s Liability to the Subcontractors Arose Through a Contract of 

Guaranty

Nevertheless, even if the Longwood Management Agreement did not 

preclude Longwood’s common-law indemnification claim in this matter, we 

would agree with Sodexo that common-law indemnification does not apply 

here because Longwood’s liability to the Subcontractors arose through a 

contract of guaranty. With respect to common-law indemnity, our Supreme 

Court has explained:

The right of indemnity rests upon a difference between the 

primary and the secondary liability of two persons each of whom 

is made responsible by the law to an injured party. It is a right 

which enures to a person who, without active fault on his 

own part, has been compelled, by reason of some legal 

obligation, to pay damages occasioned by the initial 

negligence of another, and for which he himself is only 

secondarily liable. The difference between primary and 

secondary liability is not based on a difference in degrees of 

negligence or on any doctrine of comparative negligence, — a 

doctrine which, indeed, is not recognized by the common law. It 

depends on a difference in the character or kind of the wrongs 

which cause the injury and in the nature of the legal obligation 

owed by each of the wrongdoers to the injured person. Secondary 

liability exists, for example, where there is a relation of employer 

and employee, or principal and agent; if a tort is committed by 

the employee or the agent recovery may be had against the 

employer or the principal on the theory of respondeat superior, 

but the person primarily liable is the employee or agent who 

committed the tort, and the employer or principal may recover 

indemnity from him for the damages which he has been obliged 

to pay. Another example, and perhaps the most familiar one, is 

____________________________________________

We are unpersuaded by Longwood’s argument. Even though Longwood 

succeeded on its fraud claim in addition to its breach-of-contract claim against 

Sodexo, that does not negate the fact that the parties had an express contract 

that does not allow for indemnification in this matter. 
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when a pedestrian is injured by falling in a hole in the pavement 

of a street; in such a case the abutting property owner is primarily 

liable because of his failure to maintain the pavement in proper 

condition, but the municipality is secondarily liable because of its 

having neglected to perform its duty of policing the streets and 

seeing to it that the property owners keep them in repair; if 

therefore the injured person chooses to bring suit against the 

municipality[,] the latter can recover indemnity from the property 

owner for the damages which it has been called upon to pay. 

Many other illustrations might, of course, be given, as, for 

example, where a person injured by the leakage of gas from a 

defective pipe recovered damages from the gas company which 

maintained the pipe, the gas company was held entitled to recover 

indemnity from a street railway company whose negligent 

excavation in the street had caused the pipe to break. So likewise, 

where there was an explosion in one of the mains of a gas 

company causing the collapse of a vault under the sidewalk and 

injuring two persons on the pavement, and the latter brought suit 

and recovered judgment against the property owner for failure to 

maintain the pavement in a safe condition as required by law, the 

property owner, having paid the judgment, was allowed recovery 

of indemnity from the gas company which had negligently created 

the condition. So, where the owners of a store property who 

maintained an opening in their sidewalk were obliged to pay 

damages for injuries received by a pedestrian who fell into the 

opening and was injured, recovery of indemnity was allowed from 

a contractor employed by them to take waste material from the 

premises, and who, in the course of the work, removed the iron 

grills above the opening and did not properly guard it; obviously 

the contractor’s was the primary, the property owners’ the 

secondary liability for the injury which occurred....

Without multiplying instances, it is clear that the right of a person 

vicariously or secondarily liable for a tort to recover from one 

primarily liable has been universally recognized. But the 

important point to be noted in all the cases is that 

secondary as distinguished from primary liability rests 

upon a fault that is imputed or constructive only, being 

based on some legal relation between the parties, or 

arising from some positive rule of common or statutory law 

or because of a failure to discover or correct a defect or 

remedy a dangerous condition caused by the act of the one 

primarily responsible. In the case of concurrent or joint 

tortfeasors, having no legal relation to one another, each of them 
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owing the same duty to the injured party, and involved in an 

accident in which the injury occurs, there is complete unanimity 

among the authorities everywhere that no right of indemnity 

exists on behalf of either against the other; in such a case, there 

is only a common liability and not a primary and secondary one, 

even though one may have been very much more negligent than 

the other. The universal rule is that when two or more contribute 

by their wrongdoing to the injury of another, the injured party 

may recover from all of them in a joint action or he may pursue 

any one of them and recover from him, in which case the latter is 

not entitled to indemnity from those who with him caused the 

injury.

Builders Supply Co. v. McCabe, 77 A.2d 368, 370-71 (Pa. 1951) (internal 

citations omitted; emphasis added). 

In the case sub judice, Longwood’s liability to the Subcontractors did 

not arise due to some imputed or constructive fault it had for a tort. Instead, 

as Sodexo points out, Longwood’s liability to the Subcontractors sounded in 

contract, as the trial court found that Longwood made an enforceable contract 

of guaranty with the Subcontractors and then breached it. Sodexo’s Brief at 

18. Consequently, because Longwood’s liability to the Subcontractors 

stemmed from a contract of guaranty and not from some responsibility it had 

under the law to the Subcontractors for their tort damages despite being itself 

blameless, Longwood would not be entitled to common-law indemnification

for this reason as well.

31

____________________________________________

31 Longwood argues that “the reason that Longwood defaulted on its oral 

guaranty to the Subcontractors (and, ostensibly, made that guaranty in the 

first place) is because of the fraud perpetrated by Hunley, Aufman, Sepcic, 

McCollum, and Sodexo.” Longwood’s Brief II at 27-28. Yet, as Sodexo 

observes, “it is Longwood’s liability (as Longwood is the party seeking 

indemnification) that must sound in tort. And Longwood does not — and could 

(Footnote Continued Next Page)
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Double Recovery 

Finally, on top of the two above-stated, independent reasons for 

reversing the trial court’s indemnification ruling, the trial court’s 

indemnification award compensated Longwood twice for the same loss, as 

Sodexo claims.32 In calculating Longwood’s damages, Longwood’s damages 

expert — Brian Kassalen, CPA, CFF — first calculated the amount of revenue 

____________________________________________

not — dispute that its liability to the [S]ubcontractors sounds in contract.” 

Sodexo’s Reply Brief at 6 (citations omitted; emphasis in original). Further, if 

Longwood thought that the fraud caused it to incur the debt with the 

Subcontractors, it should have sought as damages in its fraud action the 

amount of money it owed to the Subcontractors. As discussed infra, 

Longwood did, in fact, seek such damages, and received them, in its fraud

action against Sodexo, McCollum, Hunley, Aufman, and Sepcic. 

32 Sodexo did not raise this specific issue of double-recovery in its Rule 

1925(b) concise statement. Nevertheless, we decline to deem it waived 

because, as Sodexo observes in its reply brief, the trial court did not provide 

a legal basis for why it was ordering indemnification until its Rule 1925(a) 

opinion. See Sodexo’s Reply Brief at 10 n.5 (“[T]he [t]rial [c]ourt initially 

offered no justification for its sua sponte indemnification ruling, and only later 

explained, in its [Rule] 1925[(a)] opinion, that it was invoking ‘equitable’ 

authority to reach a result that it thought ‘makes sense.’ ... Sodexo’s doublerecovery argument is a direct response to this late-arriving assertion of 

fairness.”) (citations omitted); Sodexo’s Post-Trial Motion, 6/12/20, at 53 

(indicating that the trial court’s basis for awarding indemnification in its nonjury verdict and memorandum is unclear, and was made “without any legal or 

factual citations”); see also Commonwealth v. Evans, 2021 WL 4352310, 

at *3 n.4 (Pa. Super. Sept. 24, 2021) (declining to find that the appellant 

waived an issue by not raising it in his Rule 1925(b) statement where the trial 

court discussed the issue for the first time in its Rule 1925(a) opinion); 

Pa.R.A.P. 126(b) (unpublished non-precedential memorandum of the Superior 

Court filed after May 1, 2019, may be cited for persuasive value). We note 

that Sodexo did complain in its post-trial motion that Longwood received a 

windfall, and specifically pointed out that the trial court’s indemnification 

award of $419,549.97, was already included by Longwood as part of its loss 

in its damages calculation. Sodexo’s Post-Trial Motion at 2. 
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recognized by Hunley (as shown on Hunley’s financial statements that were

prepared by Aufman) and paid by Longwood, which amounted to 

$1,902,165.15. See Longwood’s Exhibit 17 (“Kassalen’s Expert Report”) at 

8, 9.33, 34 Kassalen then analyzed Hunley’s contract costs (i.e., all direct costs, 

such as material, labor, and subcontracting costs). Id. at 11.35 In

ascertaining Hunley’s total net contract costs, Kassalen did not include 

$443,623.60 in amounts that Hunley did not actually pay to its subcontractors. 

Id. at 8, 12.36 Thus, he determined that Hunley’s total net contract costs that 

Hunley actually paid amounted to $843,293.68. Id. at 8. He then multiplied 

$843,293.68 by the industry gross average profit percentage for general 

contractors in the commercial sector during the relevant time period, which 

was 14.9%. Id. at 8, 13. By multiplying them together, Kassalen discerned

____________________________________________

33 “CPA” stands for Certified Public Accountant, and “CFF” stands for “Certified 

in Financial Forensics.” Kassalen’s Expert Report at 15. 

34 Sodexo’s reproduced record identifies Kassalen’s expert report as 

Longwood’s Exhibit 180. Based on our review of the trial transcripts, however, 

we believe it was admitted at trial as Longwood’s Exhibit 17. N.T. Trial, 

3/8/19, at 1065, 1075-76, 1090, 1101, 1130. 

35 At trial, Kassalen elaborated on the meaning of ‘contract costs,’ saying that 

“[w]ith respect to Hunley, it is all of the subcontractor costs that [it] would 

have incurred for the subcontractors that bid the work for them, either drywall 

work, carpet work, painting work, electrical work, whatever they be.” N.T. 

Trial, 3/8/19, at 1120.

36 The $443,623.60 figure was comprised of $218,135.00 owed to Masco 

Interiors, Inc.; $32,005.00 owed to Roland Pastucha Electric, Inc.;

$85,219.57 owed to Riverview Carpet & Flooring, Inc.; $86,597.00 owed to 

Tigano Painting & Wallcovering; and $24,514.63 owed to Renaissance Paint & 

Flooring and Bluefrog Plumbing. See Kassalen’s Expert Report at Exhibit 34. 
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that a reasonable profit for Hunley would have been $125,650.76, and that 

therefore, the amount of money that Longwood should have paid to Hunley 

was $968,944.44 (in other words, the sum of $843,293.68 and $125,650.76). 

Id. at 8. He then subtracted $968,944.44 from the contract income 

recognized by Hunley and paid by Longwood ($1,902,165.15) to conclude that 

the net loss suffered by Longwood due to overinflated payments was 

$933,220.71. Id. The trial court awarded Longwood this exact amount in 

damages in Longwood’s action against Sodexo, McCollum, Hunley, Aufman, 

and Sepcic. See Trial Court Judgment at GD 15-015968, 5/11/21. 

At trial, Kassalen confirmed that he excluded the amounts unpaid to 

subcontractors from Hunley’s contract costs, testifying:

[Sodexo’s attorney:] Let’s turn back to the calculation for a couple 

minutes, page 8 of your report again. Looking at this calculation, 

I see that you’ve calculated a net loss suffered by Longwood of 

$933,000; correct?

[Kassalen:] Yes. 

[Sodexo’s attorney:] And change. If you add that back into --

looking two lines up from that, the amounts unpaid to 

subcontractors of $443,000; correct? 

[Kassalen:] Yes. 

[Sodexo’s attorney:] Do you include those amounts unpaid to 

subcontractors in the net loss suffered by Longwood?

[Kassalen:] My calculation takes A, which is the contract income 

recognized by Hunley and paid by Longwood, and subtracts out 

the Item C[,] which is the net amount that should have been paid 

to Hunley which excludes the $443,000. 

[Sodexo’s attorney:] So you attribute damages in the amount of 

unpaid subcontractor bills to Longwood’s loss?

[Kassalen:] Yes. 
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[Sodexo’s attorney:] So it is your position that those amounts 

unpaid to subcontractors are actually amounts that should be paid 

to Longwood? 

[Kassalen:] The $993,000 is the amount I say should be paid to 

Longwood.[37] 

[Sodexo’s attorney:] And that includes that $443,000 that is owed 

to the subcontractors?

[Kassalen:] Yes. 

[Sodexo’s attorney:] So it is your position that under your 

analysis[,] it is not the subcontractors that are owed that money, 

it is Longwood? 

[Kassalen:] The subcontractors haven’t been paid. 

[Sodexo’s attorney:] Right, but this analysis doesn’t factor in that 

that will go to the subcontractors. This analysis sends that to 

Longwood; is that correct?

[Kassalen:] That is correct. 

N.T. Trial, 3/8/19, at 1171-72. 

In addition, Sodexo points out that:

The duplication is glaringly apparent when the two awards —

indemnity and damages — are broken down on a subcontractorby-subcontractor basis. A simple comparison shows that the 

indemnification award and the damages award compensate 

Longwood for the same [l]osses. Compare, e.g., [Trial Court 

Judgment at GD 18-012048, 5/11/21, at 2-3] (requiring Sodexo 

to indemnify Longwood for “$218,135.00” owed to Masco 

Interiors, Inc.) with [Kassalen’s Expert Report at Exhibit 34] 

(requiring Sodexo to pay damages for “$218,135.00” owed to 

Masco Interiors, Inc.); and [Trial Court Judgment at GD 18-

012048, 5/11/21, at 2-3] (requiring Sodexo to indemnify 

Longwood for “$86,597.00” owed to Tigano Painting and 

Wallcovering) with [Kassalen’s Expert Report at Exhibit 34] 

____________________________________________

37 Based on our review of Kassalen’s expert report, we believe he meant to 

say $933,220.71, or roughly $933,000. Kassalen’s Expert Report at 14 (“I 

conclude that Longwood suffered a loss of $933,220.71 ... as a result of the 

work performed by Hunley.”). 
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(requiring Sodexo to pay damages for “$86,597.00” owed to 

Tigano Painting and Wallcovering).

This comparison also explained why the total amount awarded a 

second time by indemnification ($419,548.97) is very slightly 

lower than the “amount[] unpaid to subcontractors” in the 

damages award ($443,623.60). The former only includes 

amounts owed to those subcontractors that elected to sue 

Longwood. In contrast, the damages award includes amounts 

owed to all subcontractors: the entire indemnity award plus

amounts unpaid to subcontractors that elected not to sue (likely 

because they did not have as much to collect). See [Kassalen’s 

Expert Report at Exhibit 34] (listing invoices from subcontractors 

that were not parties below).

Sodexo’s Brief at 20-21 (emphasis in original; some citations omitted). 

In response, Longwood counters that allowing it to recover its principal 

damages and be indemnified for the Subcontractors’ award does not result in 

a double recovery. It insists that “[t]his is not a double recovery because the 

acts of Sodexo and its co-conspirators are the but-for cause of Longwood[’s]

incurring the debt to the Subcontractors in the first place.” Longwood’s Brief 

II at 36. 

We wholly reject Longwood’s argument. The trial court’s indemnification 

award results in a double recovery for Longwood. Such a result is unfair and 

inequitable, and the trial court abused its discretion in ordering common-law 

indemnification as an equitable remedy on this basis, too.

Therefore, for the foregoing reasons, we reverse the part of the trial 

court’s May 11, 2021 judgment at GD 18-012048, requiring Sodexo to, jointly 

and severally, indemnify Longwood for all sums paid by Longwood to the 

Subcontractors, or any of them, and all sums collected from Longwood by the 

Subcontractors, or any of them. This award was improper.
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Sodexo’s Second Issue 

In Sodexo’s second issue, it argues that the trial court erred in awarding 

attorneys’ fees and litigation expenses to Longwood under the Longwood 

Management Agreement. Here, the relevant provision of the Longwood 

Management Agreement sets forth that:

In the event that any action or proceeding is brought to enforce 

any term, covenant, or condition of this Agreement, the prevailing 

party shall be entitled to recover reasonable attorneys’ fees, court 

costs, and related expenses. 

Longwood Management Agreement at 9. 

In awarding attorneys’ fees to Longwood in this litigation, and not 

Sodexo, the trial court opined:

Both the Longwood Management Agreement and the PSC 

Management Agreement contained a clause that provided that, in 

an action to enforce a term or condition of the agreement, the 

“prevailing party” shall be entitled to attorneys’ fees, costs, and 

expenses. Interpreting a contract is a question of law. Profit 

Wize Marketing v. Wiest, 812 A.2d 1270, 1275 (Pa. Super. 

2002). Because both agreements do not define the term 

“prevailing party,” this [c]ourt must look to the plain and ordinary 

meaning of the term “prevail” in order to discern the contractual 

intent of the parties. Id. “In common parlance, to prevail means 

to gain ascendency through strength or superiority: TRIUMPH.” 

Id. [(]citing Merriam Webster’s Collegiate Dictionary, 7th [e]d. at 

924[)]. Black’s Law Dictionary further defines the term prevail to 

mean “to obtain the relief sought in an action; to win a lawsuit.” 

Id. [(]citing Black’s Law Dictionary, 7th [e]d. at 1206[)]. 

In this case, Longwood brought duplicative claims under both the 

Longwood Management Agreement and the PSC Management 

Agreement in order to cover its bases. Although this [c]ourt 

determined that Longwood only incurred damages in relation to 

the Longwood Management Agreement, and that Sodexo was 

entitled to damages with regard to its counterclaims for software 

license fees, Sodexo is not necessarily the “prevailing party.” With 

regard to Sodexo’s counterclaims for software license fees, this 
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[c]ourt declared that Sodexo was entitled to $4,409.65 from 

Longwood and $31,666.47 from PSC. In contrast, with regard to 

Longwood’s claims for breach of contract and fraud, this [c]ourt 

held that Sodexo was liable to Longwood for damages in excess 

of $900,000.00. Additionally, this [c]ourt determined that Sodexo 

must indemnify Longwood for any payments Longwood makes to 

the Subcontractors, and those payments are in excess of another 

$400,000.00.[38] Given that the common definition of the term 

prevail is to gain ascendency through strength or superiority, or 

to triumph, this [c]ourt determined that Longwood and not 

Sodexo was actually the “prevailing party” in this litigation....

TCO II at 40-41. Accordingly, the trial court awarded Longwood 

$1,062,053.67 in attorneys’ fees and litigation expenses, and awarded Sodexo 

no attorneys’ fees or litigation expenses. 

It is well-established that “[t]he general rule within this Commonwealth 

is that each side is responsible for the payment of its own costs and counsel 

fees absent bad faith or vexatious conduct.” McMullen v. Kutz, 985 A.2d 

769, 775 (Pa. 2009) (citation omitted). “This so-called ‘American Rule’ holds 

true unless there is express statutory authorization, a clear agreement of the 

parties or some other established exception.” Id. (citation and some internal 

quotation marks omitted). It has been recognized that “a primary purpose of 

contractual fee-shifting clauses is to discourage litigation by creating an 

incentive for the parties to satisfy their contractual obligations and to think 

twice before filing long-shot claims or contesting valid claims.” See Kevin P. 

Allen, CONTRACTUAL FEE-SHIFTING CLAUSES — HOW TO DETERMINE 

____________________________________________

38 As set forth supra, we have reversed this common-law indemnification 

award. 
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“PREVAILING PARTY” STATUS, 74 Pa.B.A.Q. 178, 179-80 (Oct. 2003) 

(footnote omitted). 

As the trial court observed, “the interpretation of a contract is a question 

of law[,]” and “our standard of review is plenary.” Profit Wize, 812 A.2d at 

1274 (citations omitted). Further, 

[w]hen interpreting the language of a contract, the intention of 

the parties is a paramount consideration. In determining the 

intent of the parties to a written agreement, the court looks to 

what they have clearly expressed, for the law does not assume 

that the language of the contract was chosen carelessly.

When interpreting agreements containing clear and unambiguous 

terms, we need only examine the writing itself to give effect to 

the parties’ intent. The language of a contract is unambiguous if 

we can determine its meaning without any guide other than a 

knowledge of the simple facts on which, from the nature of the 

language in general, its meaning depends. When terms in a 

contract are not defined, we must construe the words in 

accordance with their natural, plain, and ordinary meaning. As 

the parties have the right to make their own contract, we will not 

modify the plain meaning of the words under the guise of 

interpretation or give the language a construction in conflict with 

the accepted meaning of the language used.

On the contrary, the terms of a contract are ambiguous if the 

terms are reasonably or fairly susceptible of different 

constructions and are capable of being understood in more than 

one sense. Additionally, we will determine that the language is 

ambiguous if the language is obscure in meaning through 

indefiniteness of expression or has a double meaning. Where the 

language of the contract is ambiguous, the provision is to be 

construed against the drafter.

Id. at 1274-75 (cleaned up). 

Here, Sodexo contests the trial court’s award, arguing that “[n]o party 

was ‘the prevailing party’ in this litigation[,]” as “[t]he verdict here was mixed 

— both Longwood and Sodexo received judgments in their favor.” Sodexo’s 
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Brief at 22, 23 (emphasis omitted). Sodexo points out that, while Longwood 

was successful on some of its affirmative claims, Sodexo prevailed on some 

of its counterclaims as well as all of PSC’s claims, and successfully defended 

against Longwood’s claims for contractual indemnification and punitive 

damages. Id. at 24-25. Sodexo says that, generally, under the American 

Rule, each side is responsible for paying its own attorneys’ fees and costs. Id. 

at 23. In order to obtain fees, Sodexo asserts that “Longwood had to show 

that the parties had reached a ‘clear agreement’ to set aside the American 

Rule and award them ‘in the present situation[,]’” and that, in the Longwood 

Management Agreement, “[t]he term ‘the prevailing party’ refers clearly to a 

circumstance where only one party has won a judgment.” Id. at 22, 24 (citing 

Trizechahn Gateway, LLC v. Titus, 976 A.2d 474, 483 (Pa. 2009) (framing 

issue as whether there was a clear agreement of the parties to award fees in 

the present situation)). Quoting Profit Wize, Sodexo advances that 

“‘prevailing party’ is ‘[c]ommonly defined as a party in whose favor a judgment 

is rendered, regardless of the amount of damages awarded.’” Id. at 24 

(quoting Profit Wize, 812 A.2d at 1275)).39 It also states that, “importantly, 

the phrase here is ‘the prevailing party.’ That term is singular, meaning this 

provision contemplates one prevailing party.” Id. (citation omitted; emphasis 

in original). As such, Sodexo claims that “this provision does not apply when 

____________________________________________

39 The trial court only provided Profit Wize’s definition of ‘prevail’ in its 

above-stated analysis. It failed to mention that the Profit Wize Court 

specifically set forth a definition for ‘prevailing party’ in its opinion. 
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multiple parties received judgments in their favor, and it should not have been 

applied here. Both Longwood and Sodexo won judgments.” Id. According 

to Sodexo, “[n]either was ‘the prevailing party’ within the meaning of the 

contract, and the [t]rial [c]ourt should simply have applied the default 

American Rule.” Id. at 25. 

In Sodexo’s argument, it underscores that it prevailed on some of its 

counterclaims relating to software licensing fees and all of PSC’s claims against 

it, and successfully defended against Longwood’s claims for contractual 

indemnification and punitive damages. However, Sodexo fails to convince us 

that any of these victories should prevent Longwood from receiving attorneys’ 

fees under the contract. 

First, with respect to Sodexo’s counterclaims pertaining to software 

licensing fees, Sodexo fails to explain why its counterclaims should not be 

treated as a separate, independent ‘action or proceeding’ from Longwood’s 

‘action or proceeding.’ See Longwood Management Agreement at 9 (“In the 

event that any action or proceeding is brought to enforce any term, 

covenant, or condition of this Agreement, the prevailing party shall be 

entitled to recover reasonable attorneys’ fees, court costs, and related 

expenses.”) (emphasis added). Though filed at the same docket number, 

Sodexo’s counterclaims do not appear to relate to Longwood’s action in any 

way. Furthermore, our High Court has characterized counterclaims as 

independent actions. See Topelski v. Universal South Side Autos, Inc., 

180 A.2d 414, 421 (Pa. 1962) (“A counterclaim is in effect a declaration by 
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defendant against plaintiff in the nature of an independent action deferred 

until the defendant is brought into court.”) (citation and internal quotation 

marks omitted; emphasis in original); see also Kaiser by Taylor v. 

Monitrend Inv. Management, Inc., 672 A.2d 359, 362 (Pa. Cmwlth. 1996) 

(“A counterclaim is an independent action brought by the defendant in 

opposition to a plaintiff’s claim. It is wholly independent of the transaction 

upon which the plaintiff’s cause of action is based, and it represents the right 

of the defendant to obtain affirmative relief from the plaintiff.”) (citations 

omitted). 

Problematically, Sodexo’s argument focuses solely on the term ‘the 

prevailing party’ in the latter part of the Longwood Management Agreement’s 

attorney-fee provision, and ignores the earlier language contained in the 

provision. Sodexo does not advance any argument on how we are to interpret 

the terms ‘action’ or ‘proceeding,’ nor does it address whether counterclaims 

constitute a separate, independent ‘action’ or ‘proceeding’ under the 

agreement.40 We decline to develop this argument for it. Commonwealth 

____________________________________________

40 The Longwood Management Agreement does not define ‘action’ or 

‘proceeding.’ Examining their natural, plain, and ordinary meanings, an 

‘action’ is commonly defined as “a civil or criminal judicial proceeding[,]” 

Black’s Law Dictionary (11th ed. 2019), or “the initiating of a proceeding in a 

court of justice by which one demands or enforces one’s right[.]” See Action, 

Merriam-Webster, https://www.merriam-webster.com/dictionary/action (last 

visited Mar. 2, 2023). ‘Proceeding’ is commonly defined as “legal action[,]” 

see Proceeding, Merriam-Webster, https://www.merriamwebster.com/dictionary/proceeding (last visited Mar. 2, 2023), or 

(Footnote Continued Next Page)
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v. Hardy, 918 A.2d 766, 771 (Pa. Super. 2007) (“When briefing the various 

issues that have been preserved, it is an appellant’s duty to present 

arguments that are sufficiently developed for our review. ... This Court will 

not act as counsel and will not develop arguments on behalf of an appellant.”) 

(citations omitted). As such, we are unpersuaded that Sodexo’s prevailing on 

its software licensing counterclaims prohibits Longwood from receiving 

attorneys’ fees for the action it brought to enforce the Longwood Management 

Agreement, on which Longwood prevailed. 

Second, the fact that Sodexo purportedly prevailed on all of PSC’s claims 

against it also does not warrant reversing the trial court’s fee award. To begin, 

PSC’s claims would seemingly implicate the attorney-fee provision under the 

PSC Management Agreement, not the Longwood Management Agreement. 

Setting that aside, though, the trial court recognized that “Longwood brought 

duplicative claims under both the Longwood Management Agreement and 

the PSC Management Agreement in order to cover its bases.” TCO II at 40

(emphasis added). See also TCMNV at 1-2 (explaining that McCollum “was 

an employee of Sodexo during all times material to this litigation and was 

____________________________________________

1. The regular and orderly progression of a lawsuit, including all 

acts and events between the time of commencement and the 

entry of judgment. 2. Any procedural means for seeking redress 

from a tribunal or agency. 3. An act or step that is part of a larger 

action. 4. The business conducted by a court or other official 

body; hearing.

Black’s Law Dictionary (11th ed. 2019). 
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assigned by Sodexo to perform its obligations at both PSC and Longwood”)

(emphasis added). Longwood elaborates,

both PSC and Longwood had facilities management agreements 

with Sodexo. Longwood and PSC are affiliated entities that share 

a number of resources, including executive staff. Because of the 

incompetent manner in which Sodexo serviced those contracts, ... 

McCollum ... came to be Sodexo’s on-site manager at both 

campuses. In other words, McCollum was Sodexo’s on-site 

representative for both the Longwood Management Agreement 

and the PSC Management Agreement. This was despite the fact 

that each contract required Sodexo to provide a dedicated 

manager to each campus.

Sodexo’s conflation of these two agreements and its incompetent 

performance forced PSC and Longwood to each bring their own 

claims for fraud and breach of contract; that is, to plead that either 

Longwood or PSC, but not both, were entitled to damages for 

fraud and breach of contract. Ostensibly, had only one entity filed 

suit, Sodexo would have argued that such party lacked standing. 

Had only PSC sued Sodexo, Sodexo would have argued that it was 

Longwood that had sustained the complained-of damages arising 

out of the Longwood Management Agreement. Conversely, had 

only Longwood sued Sodexo, Sodexo would have argued that 

McCollum was furnished under the PSC Management Agreement 

and kept his office at the PSC campus, and therefore PSC was the 

proper plaintiff. As such, in choosing the proper entity to bring its 

claims[,] Longwood and PSC were stuck in the proverbial “catch22.” The only way they could “cover their bases,” as the [t]rial 

[c]ourt explained, was to bring duplicative claims on behalf of both 

entities. This is exactly what Longwood and PSC did.

Longwood’s Brief II at 63-64 (footnote and internal citations omitted). 

Because Sodexo assigned McCollum to perform its obligations at both 

Longwood and PSC, and given the understandable confusion as to which entity 

was the proper plaintiff, we do not view Sodexo’s purported success on PSC’s 

claims as defeating Longwood’s entitlement to attorneys’ fees under the 

Longwood Management Agreement. 
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Finally, Sodexo contends that it prevailed on Longwood’s claims for 

contractual indemnification and punitive damages, such that Longwood should 

not be considered the prevailing party. We disagree. As the Profit Wize 

Court observed, 

“prevailing party,” is commonly defined as “a party in whose favor 

a judgment is rendered, regardless of the amount of damages 

awarded.” While this definition encompasses those situations 

where a party receives less relief than was sought or even nominal 

relief, its application is still limited to those circumstances where 

the fact finder declares a winner and the court enters judgment in 

that party’s favor. 

Profit Wize, 812 A.2d at 1275-76 (internal citations omitted). 

Here, while Longwood did not receive contractual indemnification or 

punitive damages, the trial court nevertheless directed the Department of 

Court Records to enter judgment on Longwood’s action to enforce the 

Longwood Management Agreement “in favor of Longwood and against all 

Defendants, jointly and severally, in the amount of $933,220.71.” See Trial 

Court Judgment at GD 15-015968, 5/11/21, at 2. Pursuant to Profit Wize, 

the fact that Longwood received less relief than it initially sought does not bar 

it from being the prevailing party. Moreover, with respect to Longwood’s 

action, the trial court declared a winner and entered judgment in Longwood’s 

favor. 

Based on the foregoing, we deem meritless Sodexo’s argument that 

Longwood should not receive attorneys’ fees because both Longwood and 

Sodexo were prevailing parties in Longwood’s action to enforce the Longwood 
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Management Agreement.41 Accordingly, we affirm the part of the May 11, 

2021 judgment entered at GD 15-015968 that awards $1,062,053.67 in 

attorneys’ fees and litigation expenses to Longwood. 

To review, regarding Sodexo’s appeals at 676 WDA 2021 and 677 WDA 

2021, we reverse the trial court’s May 11, 2021 judgment at GD 18-012048, 

to the extent it required Sodexo to, jointly and severally, indemnify Longwood 

for all sums paid by Longwood to the Subcontractors, or any of them, and all 

sums collected from Longwood by the Subcontractors, or any of them. In 

addition, we affirm the May 11, 2021 judgment entered at GD 15-015968, 

insofar as it awards $1,062,053.67 in attorneys’ fees and litigation expenses 

to Longwood. 

Hunley’s Appeal at 670 WDA 2021

Next, we address Hunley’s appeal at 670 WDA 2021. In its appeal, 

Hunley raises three issues for our review:

1. Do the record facts and law support the trial court’s finding that 

[Hunley] must indemnify Longwood in the amount Longwood 

owes [the] Subcontractors for work Longwood received from 

those Subcontractors? 

____________________________________________

41 Though Sodexo alleges various errors in the trial court’s calculation of 

Longwood’s attorneys’ fees, we do not address those claims further, as Sodexo 

did not specifically raise that issue in its Statement of the Questions Involved. 

See Pa.R.A.P. 2116(a) (“No question will be considered unless it is stated in 

the statement of questions involved or is fairly suggested thereby.”). 

Similarly, we do not address whether Sodexo should receive attorneys’ fees 

for its successful counterclaims, as Sodexo did not seek to recover attorneys’ 

fees on appeal, but instead argued that neither Sodexo nor Longwood should 

receive them. Id. 
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2. Did the trial court err both factually and legally by denying 

[Hunley’s] crossclaim, thus failing to find that Longwood must 

contribute or indemnify [Hunley] for amounts [Hunley] may owe 

[the] Subcontractors?

3. Did Longwood waive any claim for indemnity on its crossclaim 

and likewise waive any purported defense to [Hunley’s] 

crossclaims?

Hunley’s Brief at 7.42 

Hunley’s First Issue 

In Hunley’s first issue, it challenges the trial court’s determination that 

“Hunley, McCollum, Aufman, Sepcic, and Sodexo shall, jointly and severally, 

indemnify Longwood for all sums paid by Longwood to [the Subcontractors], 

or any of them, and all sums collected from Longwood by [the 

Subcontractors], or any of them[.]” See Trial Court Judgment at GD 18-

012048, 5/11/21, at 2-3. Hunley argues that “[t]he record does not support 

____________________________________________

42 Longwood urges us to quash Hunley’s appeal because of the vagueness and 

breadth of Hunley’s claims, and its disregard for our Rules of Appellate 

Procedure. See Longwood’s Brief at 670 WDA 2021 (“Longwood’s Brief III”) 

at 27-34. While we reprimand Hunley for its lack of specificity and noncompliance with our Rules of Appellate Procedure — particularly with respect 

to its incomplete reproduced record that primarily contains only its own trial 

exhibits — we decline to quash its appeal, as we can adequately identify the 

issues raised by Hunley. See Grimm v. Universal Medical Services, Inc., 

156 A.3d 1282, 1284 n.2 (Pa. Super. 2017) (declining to quash appeal 

because the appellants’ “failure to file a reproduced record does not ‘preclude 

our ability to properly evaluate and address the substantive arguments 

advanced by the parties’”) (citation omitted); Kern v. Kern, 892 A.2d 1, 6 

(Pa. Super. 2005) (“[A]s a practical matter, this Court quashes appeals for 

failure to conform to the Rules of Appellate Procedure only where the failure 

to conform to the Rules results in the inability of this Court to discern the 

issues argued on appeal. [The a]ppellants’ failure to conform to the Rules of 

Appellate procedure regarding [their] brief cannot be condoned, but [the 

a]ppellants’ failure has not hampered our review.”) (citation omitted).
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any finding that there was fraud or conspiracy by [Hunley] such that [Hunley] 

should have to indemnify Longwood for the amounts Longwood rightly owes

[the] Subcontractors.” Hunley’s Brief at 22. In addition, Hunley asserts that 

“indemnification does not lie where Longwood has its own breach-of-contract 

liability to [the] Subcontractors.” Id. 

Initially, this Court has already affirmed the trial court’s May 11, 2021 

judgment at GD 15-015968, to the extent that it found Hunley liable for fraud 

and conspiracy. See Zadok Grahm Hunly Corp. v. Presbyterian 

SeniorCare, 2023 WL 2232655 (Pa. Super. Feb. 27, 2023) (unpublished 

memorandum). Therefore, we reject Hunley’s argument that “[b]ecause the 

record does not show Longwood was defrauded by [Hunley] and likewise does 

not show that [Hunley] engaged in some conspiracy to commit fraud, 

Longwood had no record basis to claim that [Hunley] should indemnify 

Longwood.” Hunley’s Brief at 30.

However, we deem meritorious Hunley’s other argument that commonlaw indemnification is inappropriate here because Longwood has its own 

breach-of-contract liability to the Subcontractors. As we discussed in 

Sodexo’s First Issue supra, Longwood’s liability to the Subcontractors 

stemmed from a contract of guaranty and not from some responsibility it had 

under the law to the Subcontractors for their tort damages despite being itself 

blameless. See also Hunley’s Brief at 30. As such, common-law 

indemnification is inappropriate under the circumstances. We also reiterate 

that Longwood’s indemnification award results in Longwood’s receiving a
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double recovery, which is unfair and inequitable. See Sodexo’s First Issue, 

supra. 

For these reasons, we reverse the part of the trial court’s May 11, 2021

judgment at GD 18-012048, requiring Hunley to, jointly and severally, 

indemnify Longwood for all sums paid by Longwood to the Subcontractors, or 

any of them, and all sums collected from Longwood by the Subcontractors, or 

any of them. Because we reverse indemnification as to Hunley, we also 

reverse the part of the trial court’s judgment at GD 18-012048, requiring 

McCollum, Aufman, and Sepcic to indemnify Longwood, as indemnification was 

imposed on them by virtue of piercing Hunley’s corporate veil. See TCMNV at 

25 (“The true culprits are Hunley represented by Aufman, Sepcic, and 

McCollum who conducted the fraudulent scheme and extracted the funds from 

Hunley, causing it to default on its debt to the Subcontractors. This Court has 

already pierced Hunley’s ... corporate veil, therefore Aufman, Sepcic, and 

McCollum are also personally liable under the crossclaim.”); id. at 23 

(“McCollum, Aufman, and Sepcic are personally liable for Hunley’s debts.”); 

Trial Court Opinion (“TCO III”), 4/18/22, at 23 (“[T]his [c]ourt properly

pierced the corporate veil and correspondingly determined that McCollum, 

Aufman, and Sepcic are personally liable for Hunl[e]y’s debts.”); see also 

Wicks v. Milzoco Builders, Inc., 470 A.2d 86, 89-90 (Pa. 1983) (“Where 

the court pierces the corporate veil, the owner is liable because the 

corporation is not a bona fide independent entity; therefore, its acts are truly 

his.”) (footnote omitted). 
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Hunley’s Second Issue 

In Hunley’s second issue, it argues that the trial court erred “both 

factually and legally by denying [Hunley’s] crossclaim, thus failing to find that 

Longwood must contribute or indemnify [Hunley] for amounts [Hunley] may 

owe [the] Subcontractors.” Hunley’s Brief at 31. It avers that “[t]he amounts 

owed to [the] Subcontractors, including any amounts which [Hunley] might 

owe, are a combination of Longwood’s own direct contracts with [the] 

Subcontractors and amounts Longwood contractually agreed to pay [Hunley] 

with the understanding that [Hunley] would pay [the] Subcontractors.” Id. 

Furthermore, Hunley says that, even if such contracts did not exist, Longwood 

has been unjustly enriched by Hunley’s work, such that indemnification is 

warranted. Id. at 32. 

No relief is due. With respect to Hunley’s argument that Longwood had 

direct contracts with the Subcontractors, the trial court found that: (1) the 

Subcontractors’ unpaid invoices accrued before Hunley was terminated; (2) 

not one of those invoices were directed at Longwood; (3) each of the 

Subcontractors testified that all of their work relative to this litigation was 

done as a subcontractor for Hunley; (4) Aufman’s testimony, and Hunley’s 

bookkeeping, are not credible; and (5) Longwood’s role regarding the unpaid 

invoices was only in the form of a verbal contract of guaranty. See TCMNV at 

24. The record supports these findings, and we decline to disturb them. 

Woullard, supra (“Our standard of review in non-jury trials is to assess 

whether the findings of facts by the trial court are supported by the record 
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and whether the trial court erred in applying the law.”) (citations omitted); 

see also N.T. Trial, 3/11/19, at 1364 (Bulger’s confirming that the unpaid 

Subcontractors’ invoices related to projects that were undertaken at Hunley’s 

direction, and that he did not ever personally direct the Subcontractors to 

perform work and then bill the work to Hunley); N.T., 3/13/19, at 1760 

(Bierly’s stating that all of Riverview Carpet and Flooring, Inc.’s unpaid 

invoices are directed at Hunley); id. at 1761 (Bierly’s testifying that Riverview 

Carpet and Flooring, Inc., was the subcontractor of Hunley on all of the atissue jobs); id. at 1778 (Mascaro’s testifying that all of the unpaid invoices 

from Masco Interiors, Inc., in this litigation were directed to Hunley); id. at 

1780 (Mascaro’s stating that he considered Masco Interiors, Inc., to be a 

subcontractor of Hunley in this matter); id. at 1784 (Tigano relaying that all 

of Tigano Painting and Wallcovering’s unpaid invoices were directed to

Hunley); id. at 1788 (Pastucha’s stating that all of the unpaid invoices from 

his business were directed to Hunley). 

Further, Hunley’s claim that Longwood failed to pay Hunley in 

accordance with their contractual agreements also lacks merit. This Court has 

already affirmed the trial court’s determination that Longwood did not breach 

its contracts with Hunley. See Zadok Grahm Hunly Corp., 2023 WL 

2232655, at *19. There, we explained:

[T]his Court has recognized that “[t]he general rule, of course, is 

that fraud in the inducement renders a contract voidable at the 

option of the defrauded party.” Stringert & Bowers, Inc., 345 

A.2d [194, 196 (Pa. Super. 2005)] (citations omitted). See also

Eigen v. Textron Lycoming Reciprocating Engine Div., 874 
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A.2d 1179, 1184 (Pa. Super. 2005) (“Our Supreme Court and this 

Court have consistently held that the victim of fraud in the 

inducement has two options: (1) rescind the contract, or (2) affirm 

the contract and sue for damages.”) (citations omitted)). We have 

already upheld the trial court’s determination that Hunl[e]y 

committed fraud. Thus, we agree with the trial court that 

Longwood could void its agreements with Hunl[e]y, and therefore, 

did not breach any contract.18 

18 Even if there was an enforceable contract, Longwood 

rightly points out that “Hunl[e]y did not perform any actual 

‘general contracting services’ — it just used McCollum[, a 

Sodexo employee,] to distribute work to subcontractors and 

then sent Longwood over-inflated invoices. Hunl[e]y did no 

work and as such could not have triggered any real or 

imagined contractual obligation for Longwood to pay 

money.”

Id. (citation and original brackets omitted). 

Finally, to the extent Hunley advances that Longwood was unjustly 

enriched by Hunley’s work, and therefore Longwood should have to indemnify 

Hunley, no relief is due on this basis either. “Unjust enrichment is an equitable 

remedy, defined as ‘the retention of a benefit conferred by another, without 

offering compensation, in circumstances where compensation is reasonably 

expected, and for which the beneficiary must make restitution.’” 

Commonwealth by Shapiro v. Golden Gate Nat’l Senior Care LLC, 194 

A.3d 1010, 1034 (Pa. 2018) (citation omitted). Here, Hunley did not confer 

any benefit upon Longwood, as it performed no actual work. In addition, we 

agree with the trial court’s observation that Hunley’s own actions bar it from 

receiving equitable relief:

Hunley’s unjust enrichment claims are dismissed because Hunley

comes with unclean hands. A court may deprive a party of 

equitable relief where, to the detriment of the other party, the 

party applying for such relief is guilty of bad conduct relating to 
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the matter at issue. In re Estate of Aiello, 993 A.2d 283, 288 

(Pa. Super. ... 2010). This [c]ourt finds that Hunley’s fraud 

precludes equitable relief.

TCMNV at 27. 

As we reject Hunley’s theories that the money Hunley owes to the 

Subcontractors is due to Longwood’s contractual breaches, and/or that 

Longwood has been unjustly enriched by Hunley’s work, we conclude that the 

trial court did not err in denying Hunley’s crossclaim for indemnification. 

Accordingly, we affirm this aspect of the trial court’s May 11, 2021 judgment 

entered at GD 18-012048. 

Hunley’s Third Issue 

In Hunley’s third issue, it contends that Longwood waived any purported 

defense to Hunley’s crossclaim.

43

 Hunley insists that, “[b]eginning no later 

than October 2014 and continuing thereafter, Longwood came to possess 

information that McCollum and [Hunley] had a preexisting association.” 

Hunley’s Brief at 34.44 According to Hunley, “[w]hile having such information 

and while also having come to believe that [Hunley’s] profits were too high, 

Longwood scrutinized certain invoices in 2015 and decided to accept and pay 

those invoices regardless of its belief about [Hunley’s] profits and the 

____________________________________________

43 Hunley likewise argues that Longwood waived its claim for indemnity

against Hunley. However, we have already discerned that Hunley does not 

have to indemnify Longwood, so we need not address this aspect of Hunley’s 

argument further. See Hunley’s First Issue, supra. 

44 As mentioned earlier, in October of 2014, Longwood received an anonymous 

letter that accused McCollum of having an improper interest in Hunley. TCO 

I at 4. 
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preexisting associations of Aufman, Sepcic, McCollum, and [Hunley].” Id. It 

argues that “Longwood’s actions of continuing to use [Hunley’s] services and 

continuing to pay [Hunley] after knowing of the parties’ associations and after 

believing [Hunley] was overcharging are inconsistent with Longwood’s later 

affirmative and defensive assertions that the [Hunley]-Longwood contracts 

and [Hunley] invoices were invalid because of fraud, conspiracy, or any other 

wrong.” Id. at 35. It says that, “[i]f Longwood believed it had an excuse or 

right ... that entitled Longwood to defend against [Hunley’s] claims for 

contribution or indemnification by Longwood, Longwood waived any such 

excuse or right because Longwood itself continued the contracts after knowing 

of the purported excuse/right to do otherwise.” Id. at 35-36. 

No relief is warranted. We have already rejected this waiver argument. 

See Zadok Grahm Hunly Corp., 2023 WL 2232655, at *13-*14. In our 

previous memorandum, we opined:

A waiver in law is the act of intentionally relinquishing or 

abandoning some known right, claim or privilege. To 

constitute a waiver of legal right, there must be a clear, 

unequivocal and decisive act of the party with knowledge of 

such right and an evident purpose to surrender it[.] Waiver 

is essentially a matter of intention. It may be expressed or 

implied. In the absence of an express agreement[,] a 

waiver will not be presumed or implied contrary to the 

intention of the party whose rights would be injuriously 

affected thereby, unless by his conduct the opposite party 

has been misled, to his prejudice, into the honest belief that 

such waiver was intended or consented to. In short, the 

doctrine of implied waiver in Pennsylvania applies only to 

situations involving circumstances equivalent to an 

estoppel, and the person claiming the waiver to prevail must 

show that he was misled and prejudiced thereby[.]
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Brown v. City of Pittsburgh, 186 A.2d 399, 401 (Pa. 1962) 

(cleaned up; footnotes omitted).

In response to Hunl[e]y’s waiver argument, Longwood 

persuasively counters:

The trial court correctly found that the anonymous letter 

was not sufficient to put Longwood on notice of the fraud 

that was taking place at the hands of Hunl[e]y and its coconspirators. Without such knowledge, there can be no 

waiver. Longwood did not even know it was being 

defrauded, so it could not possibly have waived any rights, 

claims, or defenses with respect thereto.

The reason why Longwood continued to use Hunl[e]y after 

receipt of the anonymous letter was because it had 

investigated the allegations in the letter at the time and 

determined them (albeit erroneously) to be unfounded.

Only after years of litigation and extensive forensic 

investigation did Longwood become aware of the nature and 

extent of the fraudulent conspiracy that had victimized it. 

Again, the trial court agreed that Longwood went above and 

beyond what the law required in order to continue justifiably 

relying on Hunl[e]y, Aufman, Sepcic, and McCollum’s 

misrepresentations.

Similarly, the reason why Longwood continued to pay 

Hunl[e]y ... was because Longwood reasonably believed at 

the time (again, erroneously) that it had a contractual 

obligation to do so. At the time, while Longwood may have 

been “suspicious” that Hunl[e]y was overcharging it, the 

scope and scale of Hunl[e]y’s fraud remained concealed. ...

Bulger, who had replaced McCollum as the head of the unit 

turnovers at Longwood, was new to the job and faced with 

angry, unpaid Subcontractors threatening work stoppages, 

Aufman’s threats of litigation and continued withholding of 

support for Hunley’s over-inflated invoices, and residents 

ready to move into incomplete units. Under those 

circumstances, Bulger and Longwood rightly believed that 

they had no choice but to pay Hunl[e]y. When they did, 

Hunl[e]y persisted in its failure to pay the Subcontractors.

Under these circumstances, no waiver of any kind can be 

imputed to Longwood.
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Longwood’s Brief at 672 WDA 2021 at 50-52 (internal citations 

omitted). 

As Longwood aptly points out, because it did not have full 

knowledge of Hunl[e]y’s fraud at the time it received the 

anonymous letter and when it made payments to Hunl[e]y in June 

and July of 2015, it could not act to intentionally relinquish or 

abandon its claims against Hunl[e]y. Put simply, Longwood did 

not realize at the time the existence and extent of Hunl[e]y’s 

fraud, such that it could have knowingly waived its claims against 

Hunl[e]y. See N.T. Trial, 3/11/19, at 1371-73 ( ... Bulger’s 

testifying that, as of June 18, 2015, he knew Hunl[e]y 

overcharged on some things, but did not know the size and scope 

of the overcharges); see also id. at 1402-03 (similar); N.T. Trial, 

3/6/19, at 670 (PSC’s Chief Financial Officer’s testifying that, in 

May of 2015, Longwood did not know what Hunl[e]y’s overcharge 

was, but that ... Bulger surmised that “there [were] costs 

exceeding what he would normally receive for the scope of work 

being completed”). Further, with respect to the June and July of 

2015 payments, there was testimony at trial that Longwood made 

these payments to Hunl[e]y so that Hunl[e]y would pay the 

Subcontractors. See N.T. Trial, 3/6/19, at 663-65, 671; N.T. 

Trial, 3/11/19, at 1351, 1373-74, 1394-95. Thus, even if 

Longwood fully knew of its claims against Hunl[e]y at that point 

(which it did not), we do not view Longwood’s paying Hunl[e]y so 

that Hunl[e]y could pay the Subcontractors as a ‘clear, 

unequivocal and decisive act’ that Longwood wished to surrender 

its rights. Finally, we are unconvinced that Hunl[e]y was misled 

by any of Longwood’s actions to its prejudice. Therefore, this 

claim likewise lacks merit.

Id. (some citations and original brackets omitted). As such, there is no reason 

to disturb the trial court’s May 11, 2021 judgment entered at GD 18-012048 

on this basis. 

In sum, with respect to Hunley’s appeal at 670 WDA 2021, we reverse 

the trial court’s May 11, 2021 judgment entered at GD 18-012048, to the 

extent it required Hunley, McCollum, Sepcic, and Aufman to, jointly and 

severally, indemnify Longwood for all sums paid by Longwood to the 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Subcontractors, or any of them, and all sums collected from Longwood by the 

Subcontractors, or any of them. We affirm the judgment in all other respects

as to Hunley. 

Aufman’s Appeal at 674 WDA 2021

Finally, we reach Aufman’s appeal at 674 WDA 2021. In his appeal, 

Aufman raises the following questions for our consideration:

1. Do the record facts and law support the trial court’s decision to 

disregard [Hunley’s] corporate form and to impose direct and/or 

indemnification liability on ... Aufman?

2. Do the record facts and law support the trial court’s decision to 

impose direct and/or indemnification liability on Aufman on any 

grounds aside from disregarding [Hunley’s] corporate form?

3. Did Longwood waive its crossclaim against Aufman?

Aufman’s Brief at 7.45 

Aufman’s First Issue 

In Aufman’s first issue, he claims that the record facts and law do not 

support the trial court’s decision to disregard Hunley’s corporate form, and to 

impose direct liability on Aufman for breach of contract. Aufman’s Brief at 20; 

see also Trial Court Judgment at GD 18-012048, 5/11/21 (finding Aufman 

____________________________________________

45 Longwood similarly asks us to quash Aufman’s appeal for vagueness, 

insufficient specificity, and failure to follow our Rules of Appellate Procedure. 

Because we are able to discern Aufman’s issues, we again decline to do so, 

but nevertheless admonish him for his lack of compliance, particularly with 

respect to his inadequate reproduced record. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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liable for breach of contract to the Subcontractors).46 We disagree. As this 

Court recognized in our previous writing related to this matter:

There is a strong presumption in Pennsylvania against 

piercing the corporate veil. Any court must start from the 

general rule that the corporate entity should be recognized 

and upheld, unless specific, unusual circumstances call for 

an exception.

Piercing the corporate veil is ... a matter of equity, 

allowing a court to disregard the corporate form and 

assess one corporation’s liability against another. The 

corporate veil will be pierced and the corporate form 

disregarded whenever justice or public policy demand, 

such as when the corporate form has been used to 

defeat public convenience, justify wrong, protect 

fraud, or defend crime.

The corporate form thus may be disregarded where rights 

of innocent parties are not prejudiced nor the theory of the 

corporate entity rendered useless.

In Ashley v. Ashley, 393 A.2d 637, 641 (Pa. 1978), we 

held that the corporate form may be disregarded “whenever 

one in control of a corporation uses that control, or uses the 

corporate assets, to further his or her own personal 

interests.” And in Lumax Indus., Inc. v. Aultman, 669 

A.2d 893, 895 (Pa. 1995), we cited favorably the 

Commonwealth Court’s enumeration of factors relevant to 

the piercing inquiry: “undercapitalization, failure to adhere 

to corporate formalities, substantial intermingling of 

corporate and personal affairs, and use of the corporate 

form to perpetrate a fraud.”

Mortimer v. McCool, 255 A.3d 261, 268 (Pa. 2021) (footnotes, 

brackets, and most quotation marks omitted).

____________________________________________

46 Aufman also challenges the trial court’s decision to disregard Hunley’s 

corporate form and impose indemnification liability on him. However, because 

we have already reversed the trial court’s judgment requiring Aufman to 

indemnify Longwood, we need not address this part of Aufman’s argument. 

See Hunley’s First Issue, supra. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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In the case sub judice, the trial court discerned that piercing the 

corporate veil of Hunl[e]y was warranted, relaying:

This court finds that justice and public policy demand 

piercing Hunl[e]y’s veil. The circumstances of this case 

show that neither innocent parties will be prejudiced nor is 

the theory of corporate entity undermined. Further, the 

factors of this case are sufficient to defeat the presumption 

against veil piercing.

Hunl[e]y was formed solely as part of the fraudulent scheme 

for McCollum to extract money from Longwood. Hunl[e]y 

was hired as a general contractor while McCollum, who was 

already receiving payment from Sodexo for his services to 

Longwood, performed all the tasks associated with that role. 

Hunl[e]y did no actual work whatsoever. Further, Hunl[e]y 

was mainly financed through a loan from ... McCollum’s 

company, W.F. Cody Corp. Longwood was Hunl[e]y’s sole 

client and source of revenue. Most of that revenue funneled 

back to ... McCollum. Now Hunl[e]y is insolvent and has no 

way of paying its creditors or satisfying any judgment 

against it. It is clear that Aufman and Sepcic never had an 

intent to use Hunl[e]y for a legitimate business end. 

Hunl[e]y began operating before it was even incorporated. 

Further, there was substantial intermingling of corporate

and personal affairs. The company was operated out of 

Aufman’s accounting office and shared staff with Aufman’s 

other business enterprises. Those staff members were not 

compensated by Hunl[e]y, but instead by Aufman’s 

accounting firm. Hunl[e]y never had actual employees 

other than ... McCollum’s son, an unpaid intern that wrote 

checks to his own company in the amount of $975,000.00.

It is inequitable and unjust for McCollum, Aufman, and 

Sepcic to make use of the corporate form to escape their 

liability for their participation in fraud. This court finds that 

piercing Hunl[e]y’s veil would not undermine the theory of 

the corporate form. To the contrary, this court can find no 

legitimate business end that would justify preserving 

Hunl[e]y’s corporate form. No innocent parties will be 

harmed by piercing Hunl[e]y’s veil, but the inverse is true; 

innocent parties will be harmed if there was no way to 

recover damages from Aufman and Sepcic for their 

contribution to the fraudulent scheme. Therefore, this court 

finds that factors weighing in favor of piercing the corporate 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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veil are sufficient to overcome the presumption against veil 

piercing.

TCMNV at 22-23 (internal citations omitted).

We agree with the trial court’s above-stated analysis. Aufman, 

Sepcic, and McCollum created and used Hunl[e]y to perpetrate a 

fraud. Given the circumstances of this case, justice demands 

piercing Hunl[e]y’s veil.

Zadok Grahm Hunly Corp., 2023 WL 2232655, at *16-*17 (original brackets 

omitted). Thus, Aufman’s first issue is meritless. 

Aufman’s Second Issue 

In Aufman’s second issue, Aufman confusingly claims that — on top of 

the fact that the trial court should not have disregarded Hunley’s corporate 

form — the record facts and law do not support the trial court’s decision to 

impose direct liability on Aufman for breach of contract. Aufman’s Brief at 

24.47 He says that he “did not have a contract with [the] Subcontractors or 

Longwood[,]” and therefore, “could not have breached any such contract.” 

Id. In addition, he argues that the Subcontractors withdrew their breach-ofcontract claim against him and, as a result, any judgment holding him directly 

liable to the Subcontractors must be vacated for lack of jurisdiction. Id. at 

25. 

Initially, it does not matter that Aufman had no personal contracts with 

the Subcontractors. Hunley had contracts with the Subcontractors, and the 

____________________________________________

47 Again, Aufman also challenges the trial court’s decision to impose 

indemnification liability on him. However, we have already reversed that part 

of the trial court’s judgment, and therefore, do not address indemnification

further here. See Hunley’s First Issue, supra. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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trial court properly pierced Hunley’s corporate veil to hold Aufman personally 

liable for breaching them. See Aufman’s First Issue, supra. 

Further, we reject Aufman’s assertion that the Subcontractors withdrew 

their breach-of-contract claims against him, such that the trial court did not 

have jurisdiction to enter judgment against him. Problematically, in the 

argument section of his brief, Aufman does not point us to where in the record 

this withdrawal purportedly took place. Notwithstanding, our own review of 

the record shows that the following occurred at trial:

[Sodexo’s attorney]: Your Honor, we have an administrative 

matter. This was discussed at the pretrial conference, but to be 

sure the record is clear, [the Subcontractors] are not suing a 

breach of contract claim [sic] against Sodexo. I wanted to make 

sure it is clear on the record. 

[Subcontractors’ attorney]: Yes, we had no contract with Sodexo. 

[McCollum’s attorney]: [They] also withdrew [their] claim against 

... McCollum individually by stipulation at a pretrial conference. 

[Subcontractors’ attorney]: Yes. 

[Hunley’s attorney]: I think you did so against Mr. Aufman as well? 

[Subcontractors’ attorney]: Except for the breach of contract. 

You’re right, but Hunley we didn’t. 

[Hunley’s attorney]: Hunley is in, but Mr. Aufman, you agreed to 

let him out?

[Subcontractors’ attorney]: Basically we are after Hunley and 

Longwood....

[The court]: Got it.

N.T. Trial, 3/13/19, at 1747-48. 

We do not read the foregoing as establishing that the Subcontractors

relinquished all claims against Aufman. The Subcontractors’ attorney did not 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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clearly confirm that the claims against Aufman were withdrawn, and their 

attorney emphasized repeatedly that the Subcontractors were pursuing 

breach-of-contract claims against Hunley. Ultimately, the trial court found 

that Hunley breached it contracts with the Subcontractors, and opined that 

“[t]he true culprits [in this matter] are Hunley represented by Aufman, Sepcic, 

and McCollum who conducted the fraudulent scheme and extracted the funds 

from Hunley, causing it to default on its debt to the Subcontractors." TCMNV 

at 25. As such, the trial court pierced Hunley’s corporate veil, holding Aufman, 

Sepcic, and McCollum personally liable. Id. at 23 (“McCollum, Aufman, and 

Sepcic are personally liable to Hunley’s debts.”). Thus, Aufman’s claim that 

the trial court should not have entered judgment against him for breach of 

contract fails; the Subcontractors pursued claims against Hunley, and the trial 

court appropriately ascertained that Hunley was created to perpetrate fraud

and imposed personal liability on Aufman. As such, no relief is due on this 

issue.

Aufman’s Third Issue 

In Aufman’s third issue, he avers that Longwood waived its crossclaim 

against Aufman for the same reasons Hunley advanced above to support 

waiver. See Hunley’s Third Issue, supra. However, we have already ruled 

that the trial court erred and/or abused its discretion in granting Longwood’s 

crossclaim, and that Aufman does not have to indemnify Longwood. 

Moreover, even if we had not already made that determination, we would 

deem Aufman’s argument unavailing for the same reasons we rejected 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Hunley’s waiver argument supra. See id. Thus, Aufman’s third issue warrants 

no relief. 

To summarize, we reiterate that we reverse the trial court’s May 11, 

2021 judgment entered at GD 18-012048, to the extent it ordered Aufman to 

indemnify Longwood. We affirm that judgment as to Aufman in all other

respects.

Conclusion

In conclusion, to give a final synopsis of our decision, we reverse the 

part of the May 11, 2021 judgment entered at GD 18-012048, requiring 

Hunley, McCollum, Aufman, Sepcic, and Sodexo to, jointly and severally, 

indemnify Longwood for all sums paid by Longwood to the Subcontractors, or 

any of them, and all sums collected from Longwood by Subcontractors, or any 

of them. In all other respects, we affirm the trial court’s May 11, 2021 

judgment entered at GD 18-012048. Regarding the trial court’s May 11, 2021 

judgment entered at GD 15-015968, we affirm the trial court’s award of 

$1,062,053.61 in attorneys’ fees and litigation expenses to Longwood. 

Judgment entered at GD 18-012048 affirmed in part and reversed in 

part. Judgment entered at GD 15-015968 affirmed. Jurisdiction relinquished. 
J-A29002-22, J-A29006-22, J-A29008-22, J-A29009-22 & J-A29010-22

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Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 7/10/2023