J-S25034-22

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

RUSSELL CERSOSIMO, JR. AND 

RUSSELL CERSOSIMO, SR.

v.

KEYSTONE GROUP OF COMPANIES, 

LLC, KEYSTONE INTEGRATED CARE, 

LLC, AND THOMAS PERKO

APPEAL OF: KEYSTONE GROUP OF 

COMPANIES AND THOMAS PERKO

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

No. 1093 WDA 2021

Appeal from the Order Entered August 10, 2021

In the Court of Common Pleas of Allegheny County

Civil Division at No(s): GD-20-008252

BEFORE: BENDER, P.J.E., DUBOW, J., and KING, J.

MEMORANDUM BY KING, J.: FILED: NOVEMBER 01, 2022

Appellants, Keystone Group of Companies (“KGOC”) and Thomas Perko

(“Perko”), appeal from the order entered in the Allegheny County Court of 

Common Pleas that granted the motion of Appellees, Russell Cersosimo, Jr.

(“Russ Jr.”) and Russell Cersosimo, Sr. (“Russ, Sr.”), seeking a special

injunction against KGOC and Perko, and imposing a constructive trust over 

funds received from Appellant Keystone Integrated Care, LLC (“KIC”). We 

affirm.

In its opinion, the trial court set forth the factual and procedural history 

in this case as follows:

In late September and early October 2016, [Russ Jr.] and 
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[Perko] founded [KIC and KGOC]. (Amended Complaint, 

filed 1/6/21, at 3). KIC’s sole member when founded was 

KGOC. KGOC’s sole member when founded was Frequency 

Management, LLC, a limited liability company owned equally 

by Russ Jr. and Perko. (Id.) Pursuant to the operating 

agreement, KIC began as a manager-managed limited

liability company, with a two-member board of managers, 

and Russ Jr. and Perko acting as managers. (Id.) Russ Jr. 

and Perko founded KIC with the goal of KIC becoming a 

medical marijuana organization holding a dispensary permit 

and grower permit. In exchange for a $1.35 million capital 

infusion, KGOC ceded 27% of its ownership interest in KIC 

to the Series A investors. The two leaders of the Series A 

investor group were ... Dr. J. William Bookwalter, III 

(“Bookwalter”), and Mr. Steven D’Achille (“D’Achille”). (Id.) 

On or about January 23, 2017, KIC adopted a Second 

Amended and Restated Operating Agreement. The Second 

Amended and Restated Operating Agreement continued to 

list Russ Jr. and Perko as the Managers of KIC and was 

approved in writing by Bookwalter and D’Achille. (Id. at 6).

On or about March 24, 2017, KIC submitted its permit 

applications to the Pennsylvania Department of Health (“Pa. 

DOH”). (Id. at 7).

Approximately seven years earlier, Russ Jr. had been 

charged with driving under the influence (DUI), Russ Jr. 

entered into the accelerated rehabilitative disposition 

program (“ARD”). Successful completion of ARD avoids a 

criminal conviction. However, the ARD remained a matter 

of public record and had not yet been expunged, even 

though Russ Jr. qualified for expungement. (Id.) It was 

discovered that certain key personnel associated with the 

applicant, KIC, would have to undergo criminal background 

checks. (Id. at 8). Permit applications were being 

evaluated and ranked by the Pa. DOH on a point system. 

Russ Jr.’s indirect ownership of KIC, through KGOC created 

a remote risk that could negatively impact the scoring of 

KIC’s permit applications. Russ Jr. decided to relinquish any 

direct or indirect membership interest in KGOC until such 

time as the Pa. DOH ruled on KIC’s permit applications. (Id.

at 9). Russ Jr. notified Bookwalter and D’Achille that he was 

temporarily stepping aside and would return at a later date 

once the issue was resolved. Id. Appellants contest that 

Bookwalter and D’Achille were notified that Russ Jr.’s 
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relinquishment was temporary. (Answer and New Matter to

Amended Complaint, filed 6/25/21, at 5). Appellees alleged 

that Perko and Russ Jr. agreed that, should the Pa. DOH 

grant KIC’s permit application, Perko would return Russ Jr’s 

half ownership interest in KGOC back to Russ Jr. (Amended 

Complaint at 10). Appellants deny that Perko agreed to 

relinquish half of his ownership back to Russ Jr. (Answer 

and New Matter at 5).

On June 16, 2017, Russ Jr.’s DUI was expunged, and a 

criminal records check showed no criminal record for Russ 

Jr. (Amended Complaint at 11). On or about June 29, 2017, 

the Pa. DOH granted KIC’s dispensary permit application 

and awarded KIC a permit to own and operate three medical 

cannabis dispensaries in Western Pennsylvania, specifically 

in Greensburg, the Lawrenceville neighborhood of 

Pittsburgh, and Cranberry Township. (Id.)

Appellees allege that on August 18, 2018, Russ Jr., Perko, 

and KGOC had executed an Agreement to Assign 

Membership Interests (“Assignment Agreement”), to 

formally reestablish Russ Jr.’s equity in KGOC. (Id. at 18). 

Appellants deny that the Assignment Agreement was a 

binding contract. (Answer and New Matter at 8). The 

Assignment Agreement also made the assignment of a 50% 

interest in KGOC to Russ Jr. contingent upon confirmation 

from the Commonwealth of Pennsylvania that such an 

ownership change within one of KIC’s members will not 

jeopardize or otherwise impair KIC’s permit. (Amended 

Complaint at 18). The Assignment Agreement further states 

if the Pa. DOH does not approve Russ Jr. as an affiliated 

person, then Perko would assign Russ Jr.’s 50% interest in 

KGOC to [Russ Sr.]. (Id.) Despite repeated demands, KIC 

has refused to submit to the Pa. DOH the form necessary to 

identify Russ Jr. as an individual affiliated with KIC. (Id. at 

19). Appellees allege that Bookwalter and D’Achille directed 

the preparation of a purported Third Amended and Restated 

Operating Agreement of KIC, with a purported effective date 

of April 30, 2019. Appellees allege that the purported Third 

Amended and Restated Operating Agreement was never 

approved by Perko, KGOC, or at a lawfully constituted 

meeting of the board of managers of KIC. (Id.) Appellees 

deny that the purported Third Amended and Restated

Operating Agreement recites that on August 26, 2018, the 
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Members of KIC had voted on certain amendments to the 

Second Amended and Restated Operating Agreement and 

voted to amend and restate the Second Amended and 

Restated Operating Agreement in its entirety. (Id.) Section 

7.01 of the purported Third Amended and Restated 

Operating Agreement purports to prohibit an entity owning 

a membership interest in KIC from changing its ownership 

or governance structure. Appellees allege that this was an 

attempt to prevent Perko and KGOC from restoring any 

KGOC membership interests to Russ Jr. or Russ Sr. (Id. at 

20).

By a letter dated September 20, 2019, Bookwalter, on 

behalf of KIC, notified Perko that KIC was dissociating KGOC 

(“the Dissociation Letter”). The Dissociation Letter states

that the dissociation was occurring pursuant to § 8861 of 

the Pennsylvania Limited Liability Company Act and the 

purported Third Amended and Restated Operating

Agreement of KIC. (Id. at 21). The Dissociation Letter 

asserts that the Act permits removal of the member where 

the company’s operating agreement would so require, and 

that KGOC engaged in wrongful acts constituting two 

separate events triggering dissociation under the Third 

Amended and Restated Operating Agreement. The first 

alleged act is that Perko used KIC funds to submit to the Pa. 

DOH an application for a medical marijuana grower permit 

without disclosing to the Pa. DOH that KIC and its investors 

were affiliated with the entity that filed the application. 

(Id.) Appellees deny this act. The second alleged act is that 

KGOC’s agreement with Russ Jr. to transfer a 50% interest 

in KGOC to him was never disclosed to the members of KIC 

or the Pa. DOH. (Id. at 22). Appellees claim that the 

agreement was disclosed to the members of KIC. Despite

repeated demand by KGOC from the date of the Dissociation 

Letter to the present, KIC has not paid KGOC fair value for 

its membership interest and has frozen out KGOC of all 

matters related to KIC. (Id. at 23).

(Trial Court Opinion, filed 3/24/22, at 2-6). Procedurally:

On August 31, 2020, [Russ Jr. and Russ Sr.] filed their 

complaint against [KGOC, KIC, and Perko]. The complaint 

contains Five (5) counts. Count I: Breach of Contract 

against KGOC and Perko. (Amended Complaint at 23). 
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Count II: Interference with Contractual Relations against 

KIC. (Id. at 25). Count III: Pennsylvania Uniform Voidable 

Transactions Act (PUVTA) against all Appellants. (Id. at 

26). Count IV: Declaratory Judgment against all Appellants. 

(Id. at 29). Count V: Unjust Enrichment Russ Jr. against all 

Appellants. (Id. at 30). On August 6, 2021, Appellees filed 

a Motion for Special Relief. The Motion was for a special

injunction against Appellants KGOC and Perko to impose a 

constructive trust over funds received from ... KIC.[1] On 

August 10, 2021, after argument and an evidentia[ry] 

hearing, th[e c]ourt granted Appellees’ motion for a special 

injunction. On August 19, 2021, Appellants filed a Motion 

for Reconsideration which was denied on September 9,

2021. On the same date Appellants appealed to the 

Superior Court of Pennsylvania concerning the Order 

entered on August 10, 2021. On December 9, 2021, [the 

c]ourt ordered Appellants to file a concise statement of 

errors complained of on appeal within twenty-one (21) days 

of the order pursuant to Pennsylvania Rule of Appellate 

Procedure 1925(b). Appellants timely filed their 1925(b) 

statement on December 23, 2021.

(Id. at 1-2) (some record citations omitted).

Appellants raise the following issues on appeal:

Whether the Trial Court erred in granting [Appellees’]

Motion for Special Injunction Against [Appellants KGOC and 

Perko] to Impose Constructive Trust Funds Received from 

[KIC] requiring that any funds or proceeds received be 

deposited into a court-supervised escrow account, when the 

record developed failed to satisfy all, if any, of the standards 

required for the imposition of an injunction.

1. Did the Trial Court err in its determination that 

Appellees would be subject to immediate and 

irreparable harm if the requested preliminary 

injunction were not granted when there was 

insufficient concrete evidence on the record

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1

In a separate case, Perko and KGOC entered into a settlement agreement 

with KIC which provided for more than $3 million to be paid from KIC to 

Perko/KGOC. (Motion for Special Injunction, filed 8/6/21, at 3).
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supporting establishing the speculative claim that 

Appellants might hypothetically dissipate assets in the 

absence of an injunction imposing a constructive 

trust?

2. Did the Trial Court err in its determination that 

Appellees could not be adequately compensated by an 

award of damages in the absence of an injunction?

3. Did the Trial Court err by granting the injunction, 

causing substantial harm and greater injury to 

Perko/KGOC by preventing them from using those 

funds for ongoing and productive business and 

personal matters than it would have caused to 

Appellees by denying the injunction?

4. Did the Trial Court err in its determination that 

Appellees’ right to relief is clear and Appellees are 

likely to prevail on the merits of the underlying matter 

when there are multiple legal insufficiencies in 

Appellees’ case as set forth in their Amended 

Complaint?

5. Did the Trial Court err in ordering an injunction that 

applies to the entire amount of the settlement funds 

received by Perko/KGOC from KIC rather than half, 

corresponding to the 50% ownership in KGOC claimed 

by Appellees?

(Appellants’ Brief at 5-6).

Appellants challenge the trial court’s grant of a preliminary injunction,

which we review for an abuse of discretion. Morgan Trailer Mft. Co. v. 

Hydraroll, Ltd., 759 A.2d 926, 932 (Pa.Super. 2000).

[I]n reviewing preliminary injunction orders, “an appellate 

court is to conduct a searching inquiry of the record. 

Accordingly, ... the scope of review in preliminary injunction 

matters is plenary.” Warehime v. Warehime, 580 Pa. 

201, 209 n.7, 860 A.2d 41, 46 n.7 (2004). With regard to 

the standard of review, appellate review of a trial court’s 

order granting or denying preliminary injunctive relief is 
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“highly deferential.” Summit Towne Centre, Inc. v. Shoe 

Show of Rocky Mount, Inc., 573 Pa. 637, 646, 828 A.2d 

995, 1000 (2003). 

Hendricks v. Hendricks, 175 A.3d 323, 329-30 (Pa.Super. 2017) (footnote 

omitted).2 

Under this “highly deferential” standard of review, this Court must 

“examine the record to determine if there were any apparently reasonable 

grounds” for granting the preliminary injunction. Duquesne Light Co. v. 

Longue Vue Club, 63 A.3d 270, 275 (Pa.Super. 2013). “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].” Summit Towne Centre, Inc., supra at 645-46, 828 A.2d at 

1000 (citation omitted; brackets in original).

A court has apparently reasonable grounds to support the issuance of a 

preliminary injunction where it finds that the party seeking the injunction 

established the following six essential elements:

1) that the injunction is necessary to prevent immediate and 

irreparable harm that cannot be adequately compensated 

by damages; 2) 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; 3) that a preliminary injunction will properly 

restore the parties to their status as it existed immediately 

prior to the alleged wrongful conduct; 4) that the activity it 

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2 “Because of the many similarities between preliminary and special 

injunctions, the two types tend to merge into one and the words are used 

interchangeably.” Id. at 329 n.9 (citation omitted).
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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; 5) that the 

injunction it seeks is reasonably suited to abate the 

offending activity; and, 6) that a preliminary injunction will 

not adversely affect the public interest.

Hendricks, supra at 330 (quoting Warehime, supra at 209-10, 860 A.2d 

at 46–47). 

Appellants’ first two issues concern the first element; therefore, we 

discuss them together. First, Appellants claim that the court erred in finding 

that Appellees would be subject to immediate and irreparable harm if the 

injunction were not granted. Appellants claim that Appellees’ assertion, that 

they would be subject to irreparable harm because the funds were at risk of 

dissipation, does not amount to concrete evidence of actual damage. 

(Appellants’ Brief at 18-21). Second, Appellants argue that Appellees failed 

to show that they could not be adequately compensated by an award of 

damages if they did suffer irreparable harm. Appellants insists this case is 

about money damages and their remedy will be a monetary judgment if they 

are successful. (Id. at 25-26). We disagree.

This Court has affirmed the grant of a preliminary injunction to prevent 

the dissipation of assets in anticipation of litigation, concluding that an 

injunction is necessary to prevent immediate and irreparable harm. See 

Ambrogi v. Reber, 932 A.2d 969, 975 (Pa.Super. 2007), appeal denied, 597 

Pa. 725, 952 A.2d 673 (2008) (holding that Pennsylvania law does not 

preclude trial court from granting preliminary injunction to prevent dissipation 
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of assets); Citizens Bank of Pennsylvania v. Myers, 872 A.2d 827, 836 

(Pa.Super. 2005) (listing cases). 

Instantly, the trial court found: 

... Appellees have produced sufficient evidence to show that 

they would suffer immediate and irreparable harm if the 

preliminary injunction was not granted. The facts, in this 

case, have allowed [the trial court] to infer that absent an 

injunction creating a constructive fund, Appellants would 

likely dissipate their assets rendering them “judgment 

proof”. Dissipation of assets by the Appellants would cause 

Appellees to suffer immediate and irreparable harm as 

Appellees would have no avenue to collect damages if they 

a judgment was made in their favor. 

(Trial Court Opinion at 7). The court further explained:

Although Appellants are correct in claiming that this matter 

is about money, Appellants are mistaken in claiming 

Appellees would be able to be compensated by an award of 

damages in the absence of an injunction. In the case of 

Citizens Bank of Pennsylvania v. Myers, the court held 

a preliminary injunction preventing the dissipation of assets 

was proper where the defendants did not provide evidence 

of another way to pay the Plaintiff’s award of damages. 

Citizens Bank of Pennsylvania, [supra] at 836. In the

present case, Appellants have admitted KGOC does not have 

any assets in addition to the proceeds of the settlement 

agreement. Appellants have not offered evidence of an 

alternate means of paying Appellees if Appellees are 

successful in this matter. Absent the proceeds of the 

settlement agreement, Appellants do not have the means to 

pay damages to the Appellees if damages are awarded. 

Therefore, although this case is about money, there is no 

money besides the proceeds of the settlement agreement. 

Thus, Appellees cannot be adequately compensated by an 

award of damages absent this injunction.

(Id. at 8-9) (record citation omitted).

On this record, we see no abuse of discretion concerning the court’s 
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determination that Appellees would suffer immediate and irreparable harm if 

Appellants dissipated their assets, resulting in no avenue for Appellees to 

recover any damages awarded in the instant underlying lawsuit. Appellants 

admitted that they had no other funds with which to pay a judgment; 

therefore, without the injunction Appellees would be incapable of being fully 

compensated by money damages. Therefore, the record supports the court’s 

order granting the special injunction and imposing a constructive trust to 

prevent Appellants from using the money received from the settlement. See 

Morgan Trailer Mft. Co., supra. Appellants’ first and second issues merit 

no relief. 

In their third issue, Appellants assert that the court failed to recognize 

that the injunction will cause greater injury to Appellants by preventing them 

from using the funds, than it would cause to Appellees by denying the 

injunction. Specifically, Appellants claim the injunction causes significant 

disruption to their business interest, completely stopping their ability to 

engage in any business activities or investments. (Appellants’ Brief at 27-28). 

We disagree.

The second element for a preliminary injunction requires the court to 

weigh the harm an injunction would cause each party. In issuing a preliminary 

injunction, the court must consider whether “greater injury would result from 

refusing an injunction than from granting it.” Warehime, supra at 210, 860 

A.2d at 46.
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Instantly, the trial court explained its reasoning as follows:

[T]he order allows future payments to be made from the 

constructive trust by either written consent of the parties or 

by order of this court. Being specially crafted in this way, 

the order places the least possible burden on Appellants. In 

contrast, Appellees would suffer substantial harm if the

injunction was denied. As stated previously, absent the 

injunction, this [c]ourt believes Appellants will dissipate 

funds in an attempt to become “judgment proof,” leaving

Appellees with no means of recovery. This injunction is 

carefully crafted to take into account the interest of both 

parties. Similar to the case of Ambrogi v. Reber, this

specific injunction is the only way to protect Appellees’ right 

to collect a judgment while allowing Appellants to fulfill their 

monetary obligations. See Ambrogi[, supra at] 977-78. 

Appellees will suffer greater harm by having no means of 

recovery than Appellants will suffer by not being able to use 

the frozen funds beyond the obligations provided for in the

injunction. Thus, the [t]rial [c]ourt did not err in granting 

the injunction as the injunction will not cause Appellants 

greater injury than it would cause Appellees by denying the 

injunction.

(Trial Court Opinion at 10) (record citation omitted). 

Here, the record is clear that the trial court considered the harm that 

would be suffered by both parties and crafted the injunction to mitigate this 

harm to the extent possible. On this record, we see no abuse of discretion in 

the court’s order. See Morgan Trailer Mft. Co., supra. Appellants’ third 

issue is meritless.

In their fourth issue, Appellants argue that Appellees failed to establish 

that they are likely to prevail on the merits of their underlying claims. 

(Appellants’ Brief at 30). Specifically, they contend that Appellees’ right to 

relief is not clear because there are multiple legal insufficiencies in Appellees’ 
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case. Appellants insist the alleged agreement between the parties was invalid 

because it lacked consideration, and there was an unsatisfied condition 

precedent barring Appellees from succeeding on the merits of their claim. (Id.

at 33-37). Appellants assert that Appellees cannot establish a clear right to 

relief, and the trial court erred in issuing the preliminary injunction. We 

disagree. 

Our Supreme Court has stated, “[t]o establish a clear right to relief, the 

party seeking an injunction need not prove the merits of the underlying claim, 

but need only demonstrate that substantial legal questions must be 

resolved to determine the rights of the parties.” SEIU Healthcare 

Pennsylvania v. Com., 628 Pa. 573, 591, 104 A.3d 495, 506 (2014) 

(emphasis added). This Court has also observed that “[f]or a right to be 

‘clear,’ it must be more than merely ‘viable’ or ‘plausible.’ However, this 

requirement is not the equivalent of stating that no factual disputes exist 

between the parties.” Ambrogi, supra at 980 (citations omitted). Thus, 

[w]e do not attempt to determine whether the party seeking 

the preliminary injunction is guaranteed to prevail because 

our review of a decision regarding a preliminary injunction 

does not reach the merits of the controversy. The proper 

question is whether the party seeking the preliminary 

injunction produced sufficient evidence to show that 

substantial legal questions must be resolved to 

determine the rights of the respective parties. 

Id. (citations and internal quotation marks omitted; emphasis added). 

Here, the trial court reasoned:

Appellants argue Appellees are not likely to prevail on the 
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merits due to three legal insufficiencies in Appellees’ case. 

First, Appellants claim the contract between Perko/KGOC 

and Russ Jr., the Assignment Agreement, is unenforceable 

due to lack of consideration, while Appellees claim the 

Assignment Agreement is a binding contract. Second, 

Appellants claim the contract is unenforceable due to the 

condition precedent, that an affiliated individual report must 

be filed with the Department of Health, was not satisfied. 

Appellees claim KIC was at fault for refusing to submit the 

report. (Amended Complaint at 19). Third, that Appellees 

did not show that Perko/KGOC has been unjustly enriched. 

... The issues raised by Appellants are substantial legal 

questions concerning the validity of the Assignment 

Agreement. Appellees contest these issues, if they did not, 

this matter would not be before the court. Therefore, the 

Appellees have met their burden with this element of the 

injunction and thus, there was no error in granting the 

injunction. 

(Trial Court Opinion at 10-11) (some record citations omitted).

We agree with the trial court that there are substantial legal questions 

to be resolved concerning the validity of the Assignment Agreement. See 

SEIU Healthcare, supra; Ambrogi, supra. Despite Appellants’ assertion to 

the contrary, Appellees were not required to prove the merits of their claims; 

rather they were only required to produce “sufficient evidence to show that 

substantial legal questions must be resolved to determine the rights of the 

respective parties.” Id. at 980 (citation omitted). The trial court found that 

Appellees met this burden, and we see no abuse of discretion here. See 

Morgan Trailer Mft. Co., supra. Appellants’ fourth claim of error is 

meritless. 

In their last issue, Appellants claim the court erred in granting the 

preliminary injunction because it does not restore the parties to their status 
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immediately prior to the alleged wrongful conduct. Appellants assert that the 

injunction is broader than needed, and only half of the settlement proceeds 

should be placed into the escrow account because Russ Jr. alleges that he is 

entitled to half of KGOC. (Appellants’ Brief at 41-43). We disagree. 

The final prerequisite for the grant of a preliminary injunction is proof 

that the injunction would restore the status quo among the parties. “The 

status quo to be maintained by a preliminary injunction is the last actual, 

peaceable and lawful non-contested status which preceded the pending 

controversy.” Allegheny Anesthesiology Assocs., Inc. v. Allegheny Gen. 

Hosp., 826 A.2d 886, 894 (Pa.Super. 2003), appeal denied, 577 Pa. 684, 844 

A.2d 550 (2004) (citation omitted). Thus, “[t]he relevant standard requires 

that an injunction must address the status quo as it existed between the 

parties before the event that gave rise to the lawsuit, not to the situation as 

it existed after the alleged wrongful act but before entry of the injunction.” 

Ambrogi, supra at 979 (citation omitted).

Here, the trial court reasoned:

Appellants assert if Appellees are successful in this matter 

that Russ Jr. is entitled to only 50% of the proceeds from 

the Settlement Agreement because Russ Jr. was 50% owner 

of KGOC before returning his interest to Perko and the 

Assignment Agreement stated Perko would give the 50% 

interest back to Russ Jr. The purpose of this injunction is to 

secure a means by which Appellees can collect a judgment 

if they prevail on the merits of the case. Appellees claim 

that if successful in this matter the damages will exceed 

50% of the funds received by Perko/KGOC from KIC. 

Therefore, an injunction creating a constructive trust with 

only 50% of the proceeds received by Perko/KGOC from KIC 
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would not allow for Appellees to fully recover if damages are 

rewarded. 

(Trial Court Opinion at 11) (record citation omitted).

We conclude that the trial court did not abuse its discretion in requiring 

that Appellants preserve the settlement assets in full in order to satisfy any 

judgment that might be entered in this case and to preserve the status quo. 

Appellees’ amended complaint sought various damages against Appellants 

including, inter alia, damages for breach of contract, claims under the 

Pennsylvania Uniform Voidable Transactions Act, and unjust enrichment. 

(Amended Complaint at 23-31). In the underlying lawsuit, Appellees claim 

they have been wrongfully deprived of their entire interest in KGOC and KIC. 

Thus, Appellees’ potential recovery is not limited to half of the proceeds of the 

Settlement Agreement; rather, preservation of those assets merely provides 

Appellees with an avenue of recovery should they prevail on the merits. 

Accordingly, the trial court had apparently reasonable grounds to issue the 

preliminary injunction. Duquesne Light Co., supra; Summit Towne 

Centre, Inc., supra. Therefore, we affirm the trial court’s order.

Order affirmed. 
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Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 11/01/2022