J-S10037-16

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

WHITELAND DENTAL ASSOCIATES, LLC 

AND DR. MICHAEL FRIEDLANDER,

IN THE SUPERIOR COURT OF

PENNSYLVANIA

Appellees

v.

DR. MERSAD HOORFAR AND WHITELAND 

MANAGEMENT, LLC,

Appellants No. 2199 EDA 2015

Appeal from the Order July 10, 2015

in the Court of Common Pleas of Chester County

Civil Division at No.: 2015-04751-TT

BEFORE: GANTMAN, P.J., BENDER, P.J.E., and PLATT, J.*

MEMORANDUM BY PLATT, J.: FILED FEBRUARY 18, 2016

Appellants, Dr. Mersad Hoorfar and Whiteland Management, LLC, 

appeal from the order granting a temporary restraining order and a 

preliminary injunction in favor of Appellees, Whiteland Dental Associates, 

LLC and Dr. Michael Friedlander.1 Appellees sought a declaratory judgment 

of their rights after threatened with eviction from their professional offices 

for rent unpaid while Appellant Dr. Hoorfar was in charge of paying the 

practice’s bills (before Dr. Friedlander bought out the practice). Pending 

____________________________________________

* Retired Senior Judge assigned to the Superior Court.

1 Although dated July 9, 2015, the order appealed from was not filed and 

docketed until the next day, July 10, 2015. We have amended the caption 

accordingly. 
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resolution of the issues pertinent to the underlying claims, the trial court, 

after a hearing, enjoined Appellants from eviction proceedings and other 

self-help remedies. We conclude under our standard of review that the trial 

court had “apparently reasonable grounds” to support its grant of the 

preliminary injunction request. Accordingly, we affirm.

We derive the facts of this case from the trial court’s opinion of 

September 11, 2015, and our independent review of the record: 

Dr. Mersad Hoorfar was the sole owner and shareholder of 

Whiteland Dental Associates, LLC (Whiteland Dental) from its 

inception until 2007. On or about February 5, 2007 Dr. Hoorfar 

sold 49% of the practice to Dr. Michael Friedlander. Dr. Hoorfar 

maintained the position of manager of the practice, including 

paying the bills of the practice. 

Whiteland Management, LLC (Whiteland Management), 

solely owned by Dr. Hoorfar, was created in late 2006 or early 

2007 for the purchase of the building located at 670 West Lincoln 

Highway, Exton, PA where Whiteland Dental is located. Whiteland 

Dental continues to rent the building from Whiteland 

Management. 

On or about August 25, 2014, Dr. Hoorfar sold his 51% 

share of Whiteland Dental to Dr. Friedlander for $525,000. Dr. 

Hoorfar continued to manage Whiteland Management after he 

sold his portion of the practice. Since Dr. Friedlander purchased 

the practice, all rent has been paid in full and in a timely manner. 

Whiteland Dental pays Whiteland Management approximately 

$8,000 per month rent. Whiteland Dental currently employs 

eleven full and part-time employees.

On or about June 17, 2015 Dr. Friedlander received a letter 

from counsel for Whiteland Management stating that he was in 

default under the lease for failing to pay $141,385 in rent and if 

Whiteland Dental failed to make payment in full within 10 days, 

Whiteland Management would commence eviction proceedings. 

Dr. Hoorfar testified that in 2008, 2009 and 2010, finances were 
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tight and Whiteland Dental was unable to make the rental 

payments to Whiteland Management. Therefore, as the Landlord, 

Dr. Hoorfar gave Whiteland Dental a break on the rent with the 

knowledge that it would be repaid in the future. Dr. Hoorfar 

testified that he kept Dr. Friedlander informed of the amount that 

was owed. Dr. Hoorfar testified that Dr. Friedlander 

acknowledged the amounts due in ongoing conversations with him 

before the sale of the practice. Dr. Hoorfar does not remember 

when these conversations took place. 

In an email sent from Dr. Friedlander to Dr. Hoorfar dated 

August 17, 2014, just days prior to the sale of the business, Dr. 

Friedlander asked Dr. Hoorfar how much back rent was left to be 

paid. Dr. Hoorfar answered $10,700. Dr. Hoorfar testified that 

he told Dr. Friedlander, during progressive conversations before 

the sale of the practice, this was rent owed for 2013 only. 

In a text from Dr. Hoorfar to Dr. Friedlander just prior to 

closing of the sale of the practice, Dr. Hoorfar informed Dr. 

Friedlander that there was no outstanding debt in the practice 

other than the victory loan that is almost paid off. (Exhibit P-4). 

Dr. Hoorfar testified that this referred to “practice debt” only. Dr. 

Hoorfar could not tell who sent the text in Exhibit P-4. 

Dr. Friedlander does not recall a conversation with Dr. 

Hoorfar whereby Dr. Hoorfar told him the back rent owed in the 

amount of $10,700 was for 2013 only. The Purchase Agreement 

dated July 15, 2014 and signed by both parties does not list 

$141,385 in back rent as being due and owing. Prior to 

purchasing Dr. Hoorfar’s share of the practice, Dr. Friedlander had 

little access to the books and did not write any checks to pay the 

expenses of the practice. Dr. Friedlander believed Dr. Hoorfar 

was paying the rent in full each month. Dr. Friedlander was 

aware that the practice was having financial difficulties between 

2007 and 2009. Dr. Friedlander never saw Exhibit D-1, 

enumerating the back rent due, prior to the date of the hearing. 

(Trial Court Opinion, 9/11/15, at 2-4) (most record citations omitted). 

[Appellees] initiated this action by Complaint on June 25, 

2015 seeking a preliminary and permanent injunction as well as 

declaratory judgment, piercing the corporate veil and damages 

for breach of fiduciary duties, breach of contract, fraud, 

conversion, and violation of the Pennsylvania Unfair Trade 
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Practices and Consumer Protection Act. On that same date, 

[Appellees] filed a Petition for a Special Injunction in the Nature 

of a Temporary Restraining Order and Preliminary Injunction 

seeking to temporarily restrain [Appellants] from commencing 

eviction proceedings or disturbing [Appellees’] right to quiet 

enjoyment of the premises it leases from [Appellants] and 

reversing any self-help measures instituted by [Appellants] to 

that point.

By [o]rder dated June 25, 2015 [the trial court] entered a 

rule upon [Appellants] to show cause, if any, why an injunction 

should not be entered in favor of [Appellees]. A hearing on 

[Appellees’] petition was held on June 26, 2015. At the 

conclusion of the hearing, [the trial court] entered an Order on 

the record, granting a temporary restraining order and a 

preliminary injunction. This oral determination was entered as a 

written [o]rder on July 9, 2015. [Appellants] timely filed a 

Notice of Appeal.

(Id. at 1-2).2

Appellants present three questions for our review:

1. Did the [trial c]ourt lack jurisdiction as the jurisdiction 

of the [c]ourt in equity may not be invoked since there was an 

adequate remedy at law, citing Peitzman v. Seidman, 427 

A.2d 196 (Pa[.] Super. 1995)?

2. Did the [trial c]ourt err in granting a [p]reliminary 

[i]njunction to [Appellees] as [Appellees] failed to establish a 

likelihood of success on the merits and/or irreparable harm?

3. Did the [trial c]ourt err in enjoining Appellants from 

commencing eviction proceedings against Whiteland Dental 

Associates, LLC?

(Appellants’ Brief, at 3).

____________________________________________

2 Appellants timely filed a court-ordered statement of errors on July 30, 

2015. See Pa.R.A.P. 1925(b). As already noted, the trial court filed an 

opinion on September 11, 2015. See Pa.R.A.P. 1925(a). 
J-S10037-16

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We note our well-settled standard of review for a challenge to 

jurisdiction:

Issues pertaining to jurisdiction are pure questions of law, 

and an appellate court’s scope of review is plenary. MCI 

WorldCom, Inc. v. Pennsylvania Public Utility Com'n, 577 

Pa. 294, 844 A.2d 1239 (2004). Questions of law are subject to 

a de novo standard of review. Kripp v. Kripp, 578 Pa. 82, 849 

A.2d 1159 (2004). 

Robert Half Int'l, Inc. v. Marlton Techs., Inc., 902 A.2d 519, 524 (Pa. 

Super. 2006).

Our standard of review for the grant or denial of a preliminary 

injunction is also well-settled:

[I]n general, appellate courts review a trial court order refusing 

or granting a preliminary injunction for an abuse of discretion. 

We have explained that this standard of review is to be applied 

within the realm of preliminary injunctions as follows:

[W]e recognize that on an appeal from the grant or denial 

of a preliminary injunction, we do not inquire into the 

merits of the controversy, but only examine the record to 

determine if there were any apparently reasonable 

grounds for the action of the court below. Only if it is 

plain that no grounds exist to support the decree or that 

the rule of law relied upon was palpably erroneous or 

misapplied will we interfere with the decision of the [trial 

court].

This Court set out the reasons for this highly deferential 

standard of review almost a hundred years ago:

It is somewhat embarrassing to an appellate court to 

discuss the reasons for or against a preliminary decree, 

because generally in such an issue we are not in full 

possession of the case either as to the law or testimony—

hence our almost invariable rule is to simply affirm the 

decree, or if we reverse it to give only a brief outline of our 

reasons, reserving further discussion until appeal, should 
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there be one, from final judgment or decree in law or 

equity.

Thus, in general, appellate inquiry is limited to a 

determination of whether an examination of the record 

reveals that “any apparently reasonable grounds” support 

the trial court's disposition of the preliminary injunction 

request.

In ruling on a preliminary injunction request, a trial court 

has “apparently reasonable grounds” for its denial of relief 

where it properly finds that any one of the following “essential 

prerequisites” for a preliminary injunction is not satisfied. First, 

a party seeking a preliminary injunction must show that an 

injunction is necessary to prevent immediate and irreparable 

harm that cannot be adequately compensated by damages. 

Second, the party must show that greater injury would result 

from refusing an injunction than from granting it, and, 

concomitantly, that issuance of an injunction will not 

substantially harm other interested parties in the proceedings. 

Third, the party must show that a preliminary injunction will 

properly restore the parties to their status as it existed 

immediately prior to the alleged wrongful conduct. Fourth, the 

party seeking an injunction must show that the activity it seeks 

to restrain is actionable, that its right to relief is clear, and that 

the wrong is manifest, or, in other words, must show that it is 

likely to prevail on the merits. Fifth, the party must show that 

the injunction it seeks is reasonably suited to abate the 

offending activity. Sixth and finally, the party seeking an 

injunction must show that a preliminary injunction will not 

adversely affect the public interest. 

Summit Towne Ctr., Inc. v. Shoe Show of Rocky Mount, Inc., 828 A.2d 

995, 1000-01 (Pa. 2003) (emphases added) (citations omitted); accord, 

Overland Enter., Inc. v. Gladstone Partners, LP, 950 A.2d 1015, 1019 

(Pa. Super. 2008). 

In their first question, Appellants challenge the jurisdiction of the trial 

court to enter a preliminary injunction. (See Appellants’ Brief, at 3). They 
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argue that there exists an adequate remedy at law under The Landlord and 

Tenant Act of 1951, 68 P.S. §§ 250.101─250.602. (See id. at 8-9). In 

support they cite Peitzman, supra. We disagree. 

Preliminarily, our independent review of Appellees’ complaint confirms 

the trial court’s finding that Appellees allege a multiplicity of causes of action 

which far exceed the specific confines of the Landlord and Tenant Act. 

Notably, Peitzman involved the single principal issue of the non-renewal of 

a lease.3 

Here, while the focus of Appellees’ contentions centers on Appellants’ 

threat of eviction, that eviction is premised on the non-payment of rent. 

That non-payment of rent relates back to the time when Dr. Hoorfar was in 

charge of both companies, and their assets. The rent due is current since 

Dr. Friedlander purchased the practice. (See Trial Ct. Op., at 2). 

Furthermore, Appellees claimed that while Dr. Hoorfar was in exclusive 

____________________________________________

3 Specifically: 

The thrust of appellants’ prayer for relief was that, in refusing to 

renew the apartment lease, appellees were acting in malicious 

retaliation for their active participation in and chairmanship of 

the Parkway House Tenant’s [sic] Association, an organization 

designed to represent tenants in their dealing with the appellees 

as lessors. 

Peitzman, supra at 197. In two other counts, appellants also sought to 

recover allegedly retaliatory rental overcharges, and damages for emotional 

distress. See id. 
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control of both LLC’s, and their finances, he used LLC funds to pay purely 

personal obligations. The trial court identified claims of fraud, self-dealing, 

material non-disclosure of outstanding debt, breach of fiduciary duty, and 

conversion, as well as issues of piercing the corporate veil, and violation of 

the Pennsylvania Unfair Trade Practices and Consumer Protection Act. (See

Trial Ct. Op., at 1-2; see also Complaint, 6/25/15, at 12-30). 

We conclude that the trial court correctly determined that the Landlord 

and Tenant Act does not provide an adequate remedy for all the claims 

raised in this case. The trial court properly exercised its equitable 

jurisdiction. Appellants’ first claim does not merit relief.

In their second question, Appellants challenge the trial court’s grant of 

a preliminary injunction on the grounds that Appellees failed to establish a 

likelihood of success on the merits, or irreparable harm. (See Appellants’ 

Brief, at 3). Appellants have waived this issue.

Appellants fail to develop an argument in support of either of these 

claims. (See id. at 7-15). Therefore, Appellants have failed to comply with 

Pennsylvania Rule of Appellate Procedure 2119(a):

(a) General rule. The argument shall be divided into as 

many parts as there are questions to be argued; and shall have 

at the head of each part─in distinctive type or in type 

distinctively displayed─the particular point treated therein, 

followed by such discussion and citation of authorities as are 

deemed pertinent.

Pa.R.A.P. 2119(a). 
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“The Rules of Appellate Procedure state unequivocally that 

each question an appellant raises is to be supported by 

discussion and analysis of pertinent authority.” Estate of Haiko 

v. McGinley, 799 A.2d 155, 161 (Pa. Super. 2002); Pa.R.A.P. 

2119(b). “Appellate arguments which fail to adhere to these 

rules may be considered waived, and arguments which are not 

appropriately developed are waived. Arguments not 

appropriately developed include those where the party has failed 

to cite any authority in support of a contention.” Lackner v. 

Glosser, 892 A.2d 21, 29–30 (Pa. Super. 2006) (citations 

omitted). This Court will not act as counsel and will not develop 

arguments on behalf of an appellant. Irwin Union National 

Bank and Trust Company v. Famous and Famous and ATL 

Ventures, 4 A.3d 1099, 1103 (Pa. Super. 2010) (citing

Commonwealth v. Hardy, 918 A.2d 766, 771 (Pa. Super. 

2007)). Moreover, we observe that the Commonwealth Court, 

our sister appellate court, has aptly noted that “[m]ere issue 

spotting without analysis or legal citation to support an assertion 

precludes our appellate review of [a] matter.” Boniella v. 

Commonwealth, 958 A.2d 1069, 1073 n.8 (Pa. Cmwlth. 2008) 

(quoting Commonwealth v. Spontarelli, 791 A.2d 1254, 1259 

n. 11 (Pa. Cmwlth. 2002)).

Coulter v. Ramsden, 94 A.3d 1080, 1088-89 (Pa. Super. 2014), appeal 

denied, 110 A.3d 998 (Pa. 2014); see also Owens v. Mazzei, 847 A.2d 

700, 705-06 (Pa. Super. 2004) (declining to consider questions where brief 

did not provide corresponding analysis). 

Here, instead, in conjunction with their first issue, jurisdiction, 

Appellants argue that Appellees failed to present evidence to pierce the 

corporate veil. (See Appellants’ Brief, at 10-14). They maintain that the 

trial court lacked jurisdiction because the purchase agreement related to the 

sale of the dental practice contained an arbitration provision. (See id. at 

10). Appellants concede that neither Whiteland Dental nor Whiteland 
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Management is a party to the purchase agreement. (See id.). Accordingly, 

Appellants’ second issue is waived. 

Moreover, it would not merit relief. The trial court found that 

Appellees established the risk of irreparable harm. (See Trial Ct. Op., at 9-

10). Specifically, the court noted that eviction within ten days, as 

threatened by counsel for Appellants, would result in the loss of income (for 

an indeterminate period unless and until Appellee found suitable 

replacement space in a location accessible to the same patient base) for 

Appellee Dr. Friedlander as well as his eleven employees. 

The court also noted that the immediate relocation, which eviction 

would require, “would be both impractical and impossible.” (Id. at 9). 

Furthermore, Dr. Friedlander’s patients would be denied the dental care they 

usually receive. (See id.). 

We conclude that the trial court established “apparently reasonable 

grounds” for its determination. Therefore, under our well-settled standard of 

review, we would affirm. See Summit Towne Ctr., supra at 1000-01. 

Appellants’ second claim, even if not waived, would merit no relief.4

Appellants’ third claim generally asserts trial court error for granting 

the temporary injunction. (See Appellants’ Brief, at 3). It is also 

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4 Because the trial court’s analysis established the risk of irreparable harm, 

we decline to address Appellants’ alternate argument that Appellees failed to 

prove likelihood of prevailing on the merits. 
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unsupported by pertinent argument or citation to authority. (See id. at 7-

15). Appellants’ third claim is waived and would fail on the merits for the 

same reasons as the second claim. 

Order affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 2/18/2016