J-A04002-18

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

CAROLYN PURVIS IN THE SUPERIOR COURT

OF

PENNSYLVANIA

Appellant

v.

CAREN M. CARNEY

Appellee No. 1177 MDA 2017

Appeal from the Judgment Entered August 9, 2017

In the Court of Common Pleas of York County

Civil Division at No: 2015-SU-2515-84

BEFORE: STABILE, NICHOLS, AND RANSOM,* JJ

MEMORANDUM BY STABILE, J.: FILED JUNE 12, 2018

Appellant, Carolyn Purvis, appeals from the August 9, 2017 judgment 

entered in favor of Appellee, Caren M. Carney. We affirm. 

The parties dispute the terms of a written contract (the “Contract”) 

between them whereby Appellant purchased an Irish wolfhound (the “Dog”) 

from Appellee. Appellant claims she is the sole owner of the Dog. Appellee 

claims she remained co-owner of the Dog, with Appellant in sole possession, 

after execution of the Contract. The dispute arose when Appellee did not 

deliver to Appellant the American Kennel Club (“AKC”) registration certificate 

for the Dog. Instead, Appellee retained the AKC certificate, which identifies 

____________________________________________

* Retired Senior Judge assigned to the Superior Court.
J-A04002-18

- 2 -

both Appellant and Appellee as the Dog’s owner. On July 24, 2015, Appellant 

filed this breach of contract action, alleging that Appellee breached the 

Contract in listing herself as an owner on the AKC certificate. Complaint, 

7/24/15, at ¶¶ 16-29. Appellant’s requested relief was to have herself listed 

as sole owner on the AKC certificate. Id. Appellee filed preliminary objections 

on August 19, 2015, alleging that the complaint failed to state a claim upon 

which relief could be granted. See Pa.R.C.P. No. 1028(a)(4). Specifically, 

Appellee claimed the Contract does not require her to register the Dog solely 

in Appellant’s name. Preliminary Objections, 8/19/15, at ¶ 10. The trial court 

overruled the preliminary objections by order of September 21, 2015. 

Appellee answered the complaint on October 19, 2015 and, with leave 

of court, filed an amended answer on July 25, 2016. The amended answer 

included a counterclaim for breach of contract alleging (1) that Appellant 

permitted the Dog to breed in violation of the Contract; (2) that Appellant 

failed to protect the Dog from sustaining a leg injury; and (3) that Appellant 

failed to grant Appellee regular access to the Dog, as required under the 

Contract. Amended Answer, 7/25/16, at ¶¶ 30-50. After several rounds of 

preliminary objections from Appellant and amended answers from Appellee, 

Appellant answered the counterclaims on October 17, 2016. On April 27, 

2017, the trial court denied Appellant’s motion for judgment on the pleadings. 

The parties proceeded to a June 27, 2017 bench trial, at the conclusion 

of which the trial court found that Appellant and Appellee were the Dog’s co-
J-A04002-18

- 3 -

owners. The trial court also found that Appellant would remain in sole 

possession of the Dog so long as she continued to abide by certain conditions 

set forth in the Contract. Finally, the trial court found against Appellee on her 

counterclaims, concluding that Appellant had not breached any provision of 

the Contract. Appellant filed a timely post-trial motion that the trial court 

denied on July 11, 2017. The verdict was reduced to judgment on August 9, 

2017, and this timely appeal followed. 

Appellant presents five questions, but in essence she argues that the 

trial court erred in refusing to find that Appellant is the Dog’s sole owner. 

Appellant’s Brief at 8. We conduct our review as follows: 

Our appellate role in cases arising from nonjury trial verdicts 

is to determine whether the findings of the trial court are 

supported by competent evidence and whether the trial court 

committed error in any application of the law. The findings of fact 

of the trial judge must be given the same weight and effect on 

appeal as the verdict of the jury. We consider the evidence in a 

light most favorable to the verdict winner. We will reverse the 

trial court only if its findings of fact are not supported by 

competent evidence in the record or if its findings are premised 

on an error of law. However, [where] the issue ... concerns a 

question of law, our scope of review is plenary.

The trial court’s conclusions of law on appeal originating 

from a non-jury trial are not binding on an appellate court because 

it is the appellate court's duty to determine if the trial court 

correctly applied the law to the facts of the case.

Gamesa Energy USA, LLC v. Ten Penn Ctr. Assocs., L.P., ___ A.3d ___, 

2018 WL 1372202 at *2 (Pa. Super. Mar. 19, 2018). 

“A cause of action for breach of contract must be established by pleading 

(1) the existence of a contract, including its essential terms, (2) a breach of a 
J-A04002-18

- 4 -

duty imposed by the contract and (3) resultant damages.” Pennsy Supply, 

Inc. v. Am. Ash Recycling Corp. of Pennsylvania, 895 A.2d 595, 600 (Pa. 

Super. 2006), appeal denied, 907 A.2d 1103 (Pa .2006). Instantly, the 

existence of a contract is not in dispute. The parties dispute whether Appellee 

had a duty to transfer full ownership of the Dog to Appellant and, if so, the 

extent of Appellant’s damages as a result of the alleged breach. We must 

therefore interpret the Contract’s terms. 

The fundamental rule in contract interpretation is to 

ascertain the intent of the contracting parties. In cases of a 

written contract, the intent of the parties is the writing itself. 

Under ordinary principles of contract interpretation, the 

agreement is to be construed against its drafter. When the terms 

of a contract are clear and unambiguous, the intent of the parties 

is to be ascertained from the document itself. When, however, an 

ambiguity exists, parol evidence is admissible to explain or clarify 

or resolve the ambiguity, irrespective of whether the ambiguity is 

patent, created by the language of the instrument, or latent, 

created by extrinsic or collateral circumstances. A contract is 

ambiguous if it is reasonably susceptible of different constructions 

and capable of being understood in more than one sense. While 

unambiguous contracts are interpreted by the court as a matter 

of law, ambiguous writings are interpreted by the finder of fact. 

Ins. Adjustment Bureau, Inc. v. Allstate Ins. Co., 905 A.2d 462, 468–69 

(Pa. 2006). Further, we must interpret a contract as a whole, give effect to 

all of its provisions, and avoid interpreting one part to annul another. Gaffer 

Ins. Co., Ltd. v. Discover Reinsurance Co., 936 A.2d 1109, 1113 (Pa. 

Super. 2007). “In addition, a preferred contract interpretation ascribes under 

all circumstances ‘the most reasonable, probable, and natural conduct to the 
J-A04002-18

- 5 -

parties.’” Id. (quoting Midomo Co., Inc. v. Presbyterian Housing Dev. 

Co., 739 A.2d 180, 191 (Pa. Super. 1999)). 

The Contract spans two pages and is titled “Crionnacht Irish Wolfhounds 

Sales/Co-ownership Agreement.” Contract, page 1, heading. The opening 

paragraph identified Appellee as the seller/breeder and Appellant as the 

buyer. It explains that the Dog “now owned by the seller, will be transferred 

to the buyer.” The Contract specifies that the seller will issue a completed 

AKC litter registration certificate to the buyer upon the buyer’s fulfillment of 

various conditions. Id. at page 1, opening paragraph.1 In essence, Appellant 

was to be in possession of the Dog and responsible for its daily care. Several 

of the conditions, which are set forth in numbered paragraphs, reference the 

Dog’s “co-owner,” but the Contract does not expressly identify that person. 

For example, paragraph 5 states that when the Dog reaches maturity, “it may 

be bred with or by any of the co-owners.” Id. at page 1, ¶ 5. Likewise, 

paragraph 6 governs “accidental breedings other than those approved by the 

co-owner.” Id. at page 1, ¶ 6. Finally, per paragraph 8, the “buyer agrees 

never to spay or neuter this dog without the written permission of the coowner.” Id. at page 1, ¶ 8. The second page, containing the parties’ 

____________________________________________

1

 As set forth above, Appellee counterclaimed for breach of several conditions, 

but the trial court found in Appellant’s favor on Appellee’s counterclaims. 

Appellee did not file a cross appeal. 
J-A04002-18

- 6 -

signatures, identifies Appellee as the seller and both Appellee and Appellant 

as buyers. Id. at page 2. 

The trial court summarized the parties’ testimony as follows: 

Appellant testified that she was willing to enter into a shortterm co-ownership with Appellee. Appellant agreed that this was 

a conditional sale and that it is common practice for the breeder 

to register themselves as a co-owner with the AKC. Appellant 

acknowledged that she had asked Appellee to change the [Dog’s] 

name on the AKC registration on two occasions. Appellant agreed 

that the contract is titled ‘sales/co-ownership.’ Appellant further 

agreed that paragraph 8 of the [Contract] also references the term 

‘co-owner.’ When asked about whether there is a difference 

between the titled owner and the registration with the AKC, 

Appellant answered that the AKC registration contains certain 

rules such as restricting people from breeding the dog and 

registering the puppies. Appellant lastly testified that it was her 

belief that she would become the sole owner of the [Dog] upon 

completion of the conditions listed in the [Contract]. 

Appellee is both the seller and breeder of the [Dog]. 

Appellee testified that the second page of the [Contract] lists both 

Appellant and Appellee as buyers. Appellee clarified that she has 

no duties to care for the [Dog] unless something were to happen 

to Appellant and that this is the purpose of having a co-ownership 

agreement. Appellee testified that she submitted the AKC 

registration with Appellant’s input. Appellee further testified that 

Appellant understood that she was entering a co-ownership 

agreement from prior experiences. Appellee acknowledges that 

the [Contract] fails to define the term ‘co-owner,’ however, the 

term appears in several places in the [Contract]. Appellee 

explained that she gave the AKC registration to Appellant so that 

Appellant could enter the dog in shows and show lure coursing 

events. 

Appellee testified that she explained to Appellant that the 

price of $2,500 was the price to buy into a co-ownership and that 

the price for owning the [Dog] outright would be much higher. 

Appellee mentioned that Appellant had several questions 

regarding the [Contract], including why the contract differed from 
J-A04002-18

- 7 -

[Eileen] Flanagan’s[2] contract. Appellee later testified that there 

is a huge difference in price for sole ownership due to the reason 

of protecting the dog from turning into a puppy mill. In addition, 

a breeder would typically only offer sole ownership to an individual 

they have known for a long time and who has a history of 

responsible breeding and genetic testing. 

Trial Court Opinion, 9/28/17, at 4-5 (record citations omitted). 

Appellant’s brief offers little legal authority to support her argument. 

She notes, correctly, that the Contract in several places identifies her as 

buyer, and that it does not identify who the “co-owner” is. Nonetheless, the 

Contract, among other things, requires Appellant to obtain the co-owner’s 

permission to spay or neuter the Dog and prohibits Appellant to register 

puppies from accidental breedings without the co-owner’s permission. 

Contract, at ¶¶ 6, 8. In addition, paragraph 2 provides that Appellant could 

“never” sell or transfer of the Dog to anyone other than the seller or seller’s 

estate. Contract, at ¶ 2. This provision nullifies any argument that Appellant 

could become the sole owner of the Dog through fulfillment of certain 

conditions. 

Though the Contract does not expressly identify the co-owner, we 

observe that it is titled a “Sales/Co-ownership Agreement. Further, the 

second page of the Contract unambiguously identifies Appellee as seller and 

both parties as buyers. Thus, despite the Contract’s failure to identify the 

____________________________________________

2

 According to the trial court opinion, Eileen Flanagan is a well-known Irish 

wolfhound breeder. Trial Court Opinion, 9/28/17, at 3. 
J-A04002-18

- 8 -

co-owner, it expressly identifies both parties to the contract as buyers. Based 

on the unambiguous identification of Appellee as a buyer, common sense 

dictates that she is the co-owner referenced elsewhere in the document. As 

noted above, a court must give effect to all provisions of a contract and avoid 

interpreting one provision to annul another. Gaffer, 936 A.2d at 1113. 

Appellant invites an interpretation whereby the effect of the provisions 

identifying her as buyer annul other provisions of the Contract. 

In light of the foregoing, the trial court construed the Contract to provide 

that Appellant and Appellee were the Dog’s co-owners, with Appellant to 

remain in exclusive possession. We discern no error in the trial court’s 

construction. Because we accept the trial court’s reasonable construction of

the Contract, we can only conclude that Appellant failed to establish that 

Appellee was in breach by refusing to list Appellant as sole owner on the AKC 

certificate.

3

 

Judgment affirmed. 

____________________________________________

3

 Given our conclusion, we need not address Appellant’s request for attorney’s 

fees. Appellee’s Brief contains an undeveloped request for attorney’s fees. 

See Pa.R.A.P. 2744 (“[A]n appellate court may award [...] a reasonable 

counsel fee [...] if it determines than an appeal is frivolous or taken solely for 

delay or that the conduct of the participant against whom costs are to be 

imposed is dilatory, obdurate, or vexations.”). Appellee does not develop any 

argument that Appellant’s conduct met the requirements of Rule 2744. We 

therefore decline to remand for an award of attorney’s fees to Appellee. 
J-A04002-18

- 9 -

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 06/12/2018