J-S08031-23

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT OP 65.37

PREMIUM MANAGEMENT, LLC

v.

TOBACCO OUTLET MINIMART 1, INC. 

D/B/A UNI-MART 

Appellant

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 1163 MDA 2022

Appeal from the Judgment Entered September 13, 2022

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

No(s): CV-2020-00854-CV

BEFORE: OLSON, J., McCAFFERY, J., and COLINS, J.*

MEMORANDUM BY COLINS, J.: FILED: JUNE 1, 2023

Appellant, Tobacco Outlet Minimart 1, Inc. d/b/a Uni-Mart (Defendant), 

appeals from a judgment entered against it following a nonjury trial in a 

breach of contract action brought by Premium Management, LLC (Plaintiff). 

For the reasons set forth below, we affirm. 

On August 26, 2020, Plaintiff filed this action against FN Mart, Inc. d/b/a 

Uni-Mart (FN) and Mantu Sah, the owner and president of Defendant. Plaintiff 

filed an amended complaint against FN, Sah, and Defendant on November 2, 

2020, and FN and Sah were subsequently dismissed as defendants on a joint 

motion of Plaintiff and Defendant. 

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* Retired Senior Judge assigned to the Superior Court.
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In its amended complaint, Plaintiff alleged that it and Defendant signed 

a written contract on March 16, 2019 for placement of electronic skill games 

in Defendant’s Uni-Mart store in McSherrystown, Pennsylvania for a period of 

three years, with revenues from the games to be divided between Plaintiff and 

Defendant. Amended Complaint ¶¶6-12.1 This contract provided that in the 

event of a breach by Defendant, Plaintiff would be entitled to recover as 

liquidated damages its share of average weekly revenues from the games 

multiplied by the number of remaining weeks of the contract’s three-year term 

and its costs and attorney fees in any action to enforce the contract. Id. ¶¶18, 

21. Plaintiff alleged that from March 16, 2019 to June 4, 2020, Defendant had 

Plaintiff’s games at its Uni-Mart store and Plaintiff and Defendant divided the 

revenue from the games in accordance with the contract, but that Defendant 

removed the games from its store on June 4, 2020 and replaced them with 

coin-operated machines supplied by persons other than Plaintiff. Id. ¶¶13-

16. Plaintiff alleged that the removal of its games before the expiration of the 

contract’s three-year term was a breach of the contract and sought the 

liquidated damages, costs, and attorney fees provided by the contract. Id.

¶¶17-19, 23-24.

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1 Although Defendant’s store was not in Lycoming County, the action was 

brought in Lycoming County because the contract had a forum selection clause 

providing that the Court of Common Pleas of Lycoming County had exclusive 

jurisdiction over any claims or lawsuits regarding the contract. 3/16/19

Contract ¶12(e); N.T. Trial at 11.
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Defendant, represented by counsel, filed an answer and new matter in 

which it admitted that it entered into a contract with Plaintiff on March 16, 

2019 under which it agreed to place Plaintiff’s electronic skill games in its UniMart store in exchange for receiving 60% of the revenues from the games, 

with Plaintiff to receive 40% of the revenues. Answer and New Matter ¶¶6-7. 

Defendant admitted in this answer that it removed the games, but alleged 

that it did so because Plaintiff breached the contract by unilaterally attempting

to change the revenue split to 50-50. Id. ¶¶6, 13-16. Neither party 

demanded a jury trial.

The trial court entered a scheduling order requiring completion of 

discovery by May 11, 2021, scheduling the final pretrial conference for 

December 6, 2021, and ordering that the case would be tried in the JanuaryFebruary 2022 trial term. Trial Court Order, 2/1/21. On November 12, 2021, 

counsel for Defendant moved to withdraw on the ground that Defendant was 

not paying his fees, and the court granted counsel’s motion to withdraw on 

December 6, 2021. Motion to Withdraw as Counsel; Trial Court Order, 

12/6/21. On December 20, 2021, the trial court entered a scheduling order 

setting the trial date for February 7, 2022. Trial Court Order, 12/20/21. 

The case was tried to the court without a jury on February 7, 2022. 

Defendant did not retain new counsel before the case came to trial and the 

only individual who appeared for or on behalf of Defendant at trial was Sah. 

N.T. Trial at 3-6. Although neither Sah nor Defendant had requested an 
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interpreter in advance of trial, because Sah’s native language was Hindi and 

he expressed some difficulty fully understanding English, the trial court 

obtained a Hindi interpreter who connected to the proceedings by telephone 

and translated the proceedings and Sah’s questions and answers for him. Id.

at 8-17. Plaintiff called two witnesses, its representative who negotiated and 

signed the written contract and Sah, who signed the written contract on behalf 

of Defendant. Id. at 22-60. The trial court permitted Sah to cross-examine 

Plaintiff’s representative and to testify himself. Id. at 46-54, 61-65, 70-71, 

74-77. Following the testimony, the trial court entered a verdict in favor of

Plaintiff and against Defendant in the amount of $88,847.37, consisting of 

$73,807.32 in liquidated damages, $13,455.00 in attorney fees, and

$1,585.05 in costs. Id. at 77, 79; Trial Court Order, 2/7/22. 

On February 17, 2022, Defendant, represented by new counsel that it 

retained after the trial, filed a timely motion for post-trial relief in which it 

asserted, inter alia, 1) that the trial court erred in finding that there was a 

valid contract because the evidence was insufficient to show that there was a 

meeting of the minds and 2) that the trial court erred in proceeding with the 

trial when Defendant was not represented by counsel because a corporation 

can appear in court only through an attorney. On July 22, 2022, the trial court 

denied Defendant’s motion for post-trial relief. Trial Court Opinion and Order, 

7/22/22. Judgment was entered on September 13, 2022 in favor of Plaintiff 
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and against Defendant in the amount of $88,847.37. Defendant, represented 

by a third, different lawyer, timely appealed from this judgment.2

In this appeal, Defendant raises two issues for our review: 1) whether 

it is entitled to a new trial because it was represented at trial only by Sah, an 

officer of the corporation who is not an attorney; and 2) whether it is entitled 

to judgment in its favor because there was no meeting of the minds and 

therefore was no valid contract between Plaintiff and Defendant. Appellant’s 

Brief at 8. Neither of these issues merits relief.

We review Defendant’s first claim under the following standard:

We will reverse a trial court’s decision to deny a motion for a new 

trial only if the trial court abused its discretion. We must review 

the court’s alleged mistake and determine whether the court erred 

and, if so, whether the error resulted in prejudice necessitating a 

new trial.

Barrett v. M&B Medical Billing, Inc., 291 A.3d 371, 375 (Pa. Super. 2022)

(quoting Carlini v. Glenn O. Hawbaker, Inc., 219 A.3d 629 (Pa. Super. 

2019)). This claim fails because the error of which Defendant complains as a 

matter of law does not constitute a ground for relief for a party in Defendant’s 

position and did not prejudice it.

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2 Appellant filed its appeal prematurely on August 22, 2022, before any 

judgment had been entered. Because judgment was entered on September 

13, 2022, Appellants’ appeal is timely and is properly before us. Pa.R.A.P. 

905(a)(5) (“A notice of appeal filed after the announcement of a determination 

but before the entry of an appealable order shall be treated as filed after such 

entry and on the day thereof”); Barrett v. M&B Medical Billing, Inc., 291 

A.3d 371, 374 n.3 (Pa. Super. 2022).
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Defendant is correct that a corporation generally cannot appear in court 

pro se or be represented by a non-lawyer officer or representative. Phoenix 

Mutual Life Insurance Co. v. Radcliffe on the Delaware, Inc., 266 A.2d 

698, 701 (Pa. 1970); Barrett, 291 A.3d at 376; Walacavage v. Excell 2000, 

Inc., 480 A.2d 281, 284-85 (Pa. Super. 1984). Filings on behalf of a 

corporation by a non-lawyer representative may therefore properly be 

stricken. Walacavage, 480 A.2d at 283-84. In addition, where a corporation 

appeared without counsel and a non-lawyer represented the corporation at a 

trial or hearing, the opposing party may challenge the judgment. Barrett, 

291 A.3d at 377-78 (plaintiff entitled to new trial where non-lawyer 

representative of defendant corporation cross-examined plaintiff and raised 

issues at trial on behalf of corporation).

The rule that a corporation cannot be represented by a non-lawyer, 

however, does not provide grounds for a corporation to set aside an adverse 

civil judgment from a trial where it chose to appear without counsel. Phoenix 

Mutual Life Insurance Co., 266 A.2d at 701-02. In Phoenix Mutual Life 

Insurance Co., a corporation was represented at the trial of a mortgage 

foreclosure action by a non-lawyer officer who was one of its three 

stockholders, after its prior counsel had been permitted to withdraw 

approximately two months earlier for non-payment of fees and the corporation 

had not retained new counsel before the trial. Id. at 699-700. Our Supreme 

Court held that under those circumstances, the corporation was not entitled 
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to relief from the judgment against it. Id. at 701-02. The Court ruled that 

although a corporation can usually only be represented by a lawyer, 

proceeding with trial despite the defendant corporation’s lack of legal 

representation was proper because the corporation had sufficient time to 

retain counsel and that the corporation therefore “will not be permitted to 

complain that the court erred in permitting [the non-lawyer officer] to provide 

it with some representation.” Id. The Court noted that permitting the 

corporation to defer trial and challenge the judgment on this basis would mean 

that a corporation that fails to pay its obligations could “avoid or postpone a 

[judgment against it] by failing to pay its lawyers.” Id. at 701.

That is the situation here. This case is a civil case for breach of contract 

in which Plaintiff sought a money judgment against Defendant. Defendant 

was not represented by counsel at trial because its counsel had been permitted 

to withdraw as a result of Defendant’s failure to pay for his services. 

Defendant had two months to retain new counsel between December 6, 2021, 

when counsel was permitted to withdraw, and the February 7, 2022 trial. No 

new counsel, however, had entered any appearance for Defendant as of the 

date of trial, and there is nothing in the record indicating that Defendant made 

any effort before trial to hire any attorney other than the attorney who had 

withdrawn from the case. N.T. Trial at 4-6. Defendant, having failed to retain 

counsel despite adequate opportunity to do so, therefore cannot seek relief on 
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the ground that it was represented by a non-lawyer at the trial. Phoenix 

Mutual Life Insurance Co., 266 A.2d at 702. 

In any event, Defendant has not shown that permitting its non-lawyer 

officer Sah to represent it at trial caused it prejudice. Because Defendant had 

already had adequate time to obtain counsel and failed to do so, enforcement 

of the requirement that a corporation can be represented only by an attorney 

would not have provided Defendant with any legal representation at the trial 

or additional delay to obtain counsel. Instead, enforcement of this rule would 

have only resulted in precluding Defendant from cross-examining Plaintiff’s 

representative, challenging Plaintiff’s case, and presenting its own case. 

Barrett, 291 A.3d at 378; Walacavage, 480 A.2d at 283. 

Defendant does not point to anything in Sah’s representation that 

brought out evidence adverse to it. The evidence from Sah and Defendant 

that supported the trial court’s verdict was in Sah’s direct testimony as a 

witness called by Plaintiff and an admission from Defendant’s answer, when it 

was represented by counsel, that was introduced by Plaintiff. N.T. Trial at 57-

61. That evidence would have come in even if Sah did not represent 

Defendant at trial. Rather, Defendant argues only that Sah did not examine 

witnesses or present Defendant’s case as well as an attorney would have. 

Appellant’s Brief at 15-16. Because enforcement of the requirement that only 

an attorney could represent Defendant would have prevented Defendant from 

participating in the trial altogether, rather than resulting in representation by 
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counsel, and Defendant has not shown that Sah’s representation made its 

case worse than it would have been with no participation by Defendant as an 

entity at all, the trial court correctly concluded that Defendant was not 

prejudiced by its decision to permit Sah to represent it. See Trial Court 

Opinion and Order, 7/22/22, at 2; Trial Court Opinion, 10/14/22, at 6-7. 

Defendant’s remaining claim asserts that the evidence was insufficient 

to support the trial court’s breach of contract verdict against it. 

Our appellate role in cases arising from non-jury 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 a 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.

Barrett, 291 A.3d at 375 (quoting Bank of New York Mellon v. Bach, 159 

A.3d 16 (Pa. Super. 2017)).

To obtain a judgment for breach of contract, Plaintiff was required to 

prove the following elements: (1) the existence of a contract, including its 

essential terms, (2) that the defendant breached a duty imposed by the 

contract, and (3) resultant damages. McCausland v. Wagner, 78 A.3d 

1093, 1101 (Pa. Super. 2013); Hart v. Arnold, 884 A.2d 316, 332 (Pa. Super.

2005). The only element of breach of contract that Defendant claims that the 

evidence does not support is the existence of the contract and its terms.
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Defendant’s claim that Plaintiff did not prove the contract between it and 

Plaintiff and the terms of that contract is without merit. At trial, Plaintiff 

introduced evidence that Defendant agreed to a contract on March 16, 2019, 

under which Plaintiff’s games were placed in its store for three years in 

exchange for 60% of the revenues from the games, with Plaintiff to receive

40% of the revenues, and that the contract provided for liquidated damages

consisting of Plaintiff’s share of average weekly revenues multiplied by the 

number of weeks remaining in the contract term in the event that Defendant 

removed the Plaintiff’s games from the store during the contract term and also 

provided for attorney fees. N.T. Trial at 23-35, 38-39, 57-58; 3/16/19 

Contract. The trial court found this testimony credible. Trial Court Opinion, 

10/14/22, at 3-4.

Defendant argues that agreement on the terms of the contract was not 

proven because there were two contract documents, the March 16, 2019 

contract and an April 11, 2019 document, whose terms were not the same. 

This claim fails, however, because the evidence at trial showed that the only 

contract document to which Plaintiff and Defendant agreed was the March 16, 

2019 contract. Plaintiff’s representative testified that both parties signed the 

March 16, 2019 contract and that April 11, 2019 document was never signed 

or agreed to by the parties. N.T. Trial at 26-29, 49-50. Sah testified that he 

signed the March 16, 2019 contract and had authority to sign contracts for 

Defendant, and Defendant in its answer to Plaintiff’s complaint admitted that 
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Sah signed the March 16, 2019 contract on its behalf and that Sah did not 

sign the April 11, 2019 document. Id. at 57-58; Answer and New Matter ¶7.

For the foregoing reasons, we conclude that neither of Defendant’s 

claims of error merit relief. Accordingly, affirm the trial court’s judgment in 

favor of Plaintiff.

Judgment affirmed.

Judge McCaffery joins the memorandum.

Judge Olson concurs in the result.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 6/01/2023