J. A01005/15

2015 PA Super 65

IN RE: ESTATE OF FRED H. NAVARRA :

:

IN THE SUPERIOR COURT OF

PENNSYLVANIA

SANDRA ROBERTS NAVARRA, 

BY HER AGENT, CHRYSTIE CLARKE

:

:

:

v. :

:

RICHARD E. NAVARRA, EXECUTOR OF 

THE ESTATE OF FRED H. NAVARRA 

AND THE ALLEGHENY GROUP, INC.

:

:

:

:

APPEAL OF: RICHARD E. NAVARRA, : No. 571 WDA 2014

:

 Appellant :

Appeal from the Order Entered March 10, 2014,

in the Court of Common Pleas of Lawrence County

Civil Division at No. 100 of 2012, O.C.

BEFORE: FORD ELLIOTT, P.J.E., DONOHUE AND ALLEN, JJ.

OPINION BY FORD ELLIOTT, P.J.E.: FILED APRIL 06, 2015

Appellant, Richard E. Navarra, appeals the granting of a Petition for 

Declaratory Judgment filed by appellee, Chrystie Clarke. Finding no error, 

we affirm.

The trial court has accurately summarized the factual background:

On December 30, 1983 Fred Navarra married 

Sandra Roberts, and she assumed his surname. 

Following their marriage, Fred and Sandra lived 

together in their marital home located on Phillips 

School Road, Wilmington Township, Pennsylvania. 

Fred and Sandra both had children from prior 

marriages, and their union created an extensive 

blended family.[Footnote 1] Over time, 
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Sandra began displaying increasingly aggressive 

signs of dementia, and Fred suffered physically 

debilitating symptoms from a severe automobile 

accident that occurred in 2007. For several years, 

Fred and Sandra employed in-home caregivers to 

assist them on a daily basis. On January 29, 2007, 

Sandra’s daughter, Chrystie Clarke (hereinafter, 

“Clarke”), was appointed as Sandra’s Agent under a 

durable power of attorney. On May 14, 2007, 

Nickolas F. Paolini was appointed as Fred’s agent 

under a durable power of attorney. On 

December 31, 2009, Mr. Paolini and Clarke executed 

a Stock Purchase Agreement, wherein 160,607 

shares of Allegheny Group, Inc. were sold for 

$2.41 per share. The funds received were intended 

to pay for costs associated with Fred and Sandra’s in 

home care, and made payable in equal halves to 

Fred and Clarke, as Sandra’s Agent.

[Footnote 1] Richard Navarra (formerly 

married to Chris Navarra), 

Linda D’Augostine, JoAnne Navarra and 

Charlene Navarra are the children of 

Fred H. Navarra. Chrystie Clark and 

Brent Young are the children of 

Sandra R. Navarra.

Due to her mother’s dementia and Fred’s 

declining physical health, Clarke believed that 

Sandra was not receiving proper care at the marital 

residence, and Clarke moved Sandra into an assisted 

living facility on November 11, 2009. Fred opposed 

Sandra’s relocation, but lacked the physical willpower 

or legal authority to oppose Clarke’s decisions as her 

mother’s agent.

Shortly thereafter, on December 4, 2009, 

Clarke filed a Petition for Adjudication of Incapacity 

relative to her mother Sandra. This action was 

commenced at case number 109 of 2009, Orphans 

Court. Following a hearing held on January 11, 

2010, Sandra Navarra was declared incapacitated, 

and Clarke was appointed Plenary Guardian of the 

Person of Sandra Navarra.[Footnote 2] On July 24, 
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2012 Fred Navarra died. Upon Fred’s death, his 

children became beneficiaries of seventy percent of 

Sandra’s estate. Therefore, on November 29, 2012, 

a Motion for Leave to Intervene was filed in the 

guardianship action on behalf of Richard Navarra, 

Chris Navarra, Linda D’Augostine, JoAnne Navarra 

and Charlene Navarra (hereinafter collectively 

referred to as the “Navarra children”). In their 

motion to intervene, the Navarra children requested 

that Chrystie be directed to file an account of her 

administration as Agent of Sandra Navarra. The 

Navarra children’s request was based upon their 

belief that Sandra had sufficient funds to pay her 

monthly expenses and that these funds were being 

mismanaged by Chrystie. The Navarra children 

asserted that their belief was supported by the fact 

that Chrystie initiated a support action against Fred 

following Sandra’s relocation into an assisted living 

facility.

[Footnote 2] Chrystie Clark’s [sic] 

Petition for Adjudication of Incapacity 

included a request for appointment of a 

guardian of the estate of Sandra 

Navarra, but this request was withdrawn 

at the January 11, 2010 hearing.

On December 11, 2012 Clarke filed a Petition 

for Declaratory Judgment at case number 100 of 

2012, Orphans’ Court. In her Petition for 

Declaratory Judgment, Chrystie specifically 

requested the Court to make a determination 

regarding ownership of the remaining proceeds from 

the Stock Purchase Agreement entered into by 

Fred Navarra, Clarke and Allegheny Group, Inc.
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Trial court opinion, 2/18/14 at 1-3.1 The trial court resolved the Declaratory 

Judgment action in favor of Clarke, ruling that the remaining proceeds under 

the Stock Purchase Agreement payable to Fred Navarra belonged solely to 

Sandra R. Navarra under a tenancy by the entireties theory. An order 

denying appellant’s post-trial motion was entered on March 10, 2014. This 

timely appeal followed.

Appellant raises the following issue on appeal:

Whether the language of the Stock Purchase 

Agreement and the facts surrounding payment of the 

stock redemption proceeds overcome a presumption 

of entireties ownership[?]

Appellant’s brief at 4.

Appellant’s issue on appeal requires us to interpret the Stock Purchase 

Agreement to determine if it severed the tenancy by the entireties held by 

Fred and Sandra Navarra in the original shares of Allegheny Group, Inc. As 

we are asked to interpret a contract, our standard of review is de novo and 

our scope of review is plenary. Newman Development Group of 

Pottstown, LLC v. Genuardi’s Family Market, Inc., 98 A.3d 645, 653 

(Pa.Super. 2014). We find that the Stock Purchase Agreement left the 

tenancy by the entireties intact.

When property is held by parties in the 

entireties, the tenancy by the entireties can be 

 

1 The pages of the trial court opinion are unnumbered; the page numbers 

are by our count. We also note that the trial court opinion also deals with 

other legal actions instituted by the parties. This appeal, however, pertains 

solely to the Declaratory Judgment action.
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severed by joint conveyance, express or implied 

agreement, or divorce. Clingerman v. Sadowski, 

513 Pa. 179, 183-84, 519 A.2d 378, 381 (1986) 

(citations omitted). Historically, a tenancy by the 

entireties “is a form of co-ownership in real and 

personal property held by a husband and wife with 

right of survivorship.” In re Gallagher’s Estate, 

352 Pa. 476, 478, 43 A.2d 132, 133 (1945). 

Moreover, “[i]ts essential characteristic is that each 

spouse is seized per tout et non per my, i.e., of 

the whole or the entirety and not of a share, moiety, 

or divisible part.” Id. (citations omitted). Neither 

spouse may unilaterally sever an estate held in the 

entireties. Id. Further, when one spouse dies, the 

surviving spouse does not take a new estate; “the 

only change is in the properties of the legal entity 

holding the estate.” Fazekas v. Fazekas, 737 A.2d 

1262, 1264 (Pa.Super. 1999) (citation omitted). 

During the duration of the entireties estate, either 

spouse may act for both spouses as long as both 

spouses share in the proceeds, and neither spouse 

may appropriate property for the spouse’s own use 

to the exclusion of the other spouse without first 

obtaining the consent of the other spouse. Id. 

(citations omitted).

In re Estate of Bullotta, 798 A.2d 771, 774 (Pa.Super. 2002).

Where property held by the entireties is sold, the proceeds of that sale 

are themselves held by the entireties:

In the present case, the law is clear that the 

mere sale of the Vermont vacation home does not 

convert automatically the personal property received 

as a result of the exchange, i.e., the cash received 

from the sale, to a form of ownership other than 

entireties property. See, Beihl [v. Martin, 236 

Pa.], at 519, 84 A. 953 [1912] (entireties property 

may be real or personal property); see also In re 

Estate of Cambest, 756 A.2d 45, 53 

(Pa.Super.2000) (an intention to create entireties 

property is assumed from deposit of asset in both 

names of husband and wife, without more, and from 
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fact of marital relationship). As this Court held in 

Sterling v. Smith, 200 Pa.Super. 544, 189 A.2d 

889 (1963), monies received from the sale of 

entireties property are impressed with the status of 

entireties property even where the funds are placed 

into a bank account owned by only one spouse. 

Sterling, 189 A.2d at 890-91. We reached this 

conclusion because bank deposits payable to 

husband and wife or to husband or wife, are 

presumed to be tenancies by the entireties with all 

the benefits relating to entireties ownership. Id., 

189 A.2d at 889. In matters of entireties property, 

either spouse has the power presumptively to act for 

both, so long as the marriage continues, without any 

specific authorization, provided the proceeds of such 

action inure to the benefit of both and the estate is 

not terminated. Id., 189 A.2d at 889.

Johnson v. Johnson, 908 A.2d 290, 295-296 (Pa.Super. 2006). Finally, 

there is a presumption under Pennsylvania law that property held by 

husband and wife is held as a tenancy by the entireties and this presumption 

can only be overcome by clear and convincing evidence that the property 

was not intended to be held by the entireties. Id. at 296.

Appellant cites to language in the Stock Purchase Agreement as 

indicative of an intent by the parties to sever the tenancy by the entireties:

2.01 Representations by the Selling 

Shareholders. Each of the Selling Shareholders 

represents and warrants that they are the joint 

owners, free and clear of any encumbrances, of 

the Corporations Shares, and that they shall 

continue to be the owners until the Closing 

Date. Each of the Selling Shareholders further 

represents and warrants that there is no suit, action 

or other proceeding seeking to restrain, prevent or 

challenge the transaction contemplated herein or 

otherwise questioning the validity or legality of such 
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transaction shall have been instituted and be 

pending.

Stock Purchase Agreement at 2.01 (bolding emphasis added).

Appellant argues that the highlighted language coupled with the 

division of the proceeds from the sale into two equal but separate income 

streams manifests an intent to sever the tenancy by the entireties.2 We 

disagree.

First, the language in the Stock Purchase Agreement merely states 

that the tenancy by the entireties in the stock shares themselves shall cease 

as of the closing date. However, as previously noted, the tenancy by the 

entireties continues in the proceeds of a sale of entireties property.

Second, the division of the proceeds into two separate income streams 

does not manifest an intent to end the tenancy by the entireties; rather, it 

reflects the fact that at the time the Stock Purchase Agreement was entered, 

Fred and Sandra Navarra were each represented by separate agents 

responsible for their care, and the monies were made payable directly to 

each agent at each agent’s own address. (See Promissory Note at 

paragraph 3.) The proceeds of the Stock Purchase Agreement were 

nonetheless used for the mutual benefit of Fred and Sandra Navarra for their 

in-home care. Moreover, the language of the Promissory Note which 

provided for the divided income streams “promises to pay to the order of 

 

2 A Promissory Note was executed by Allegheny Group, Inc. pursuant to the 

Stock Purchase Agreement to provide payment for the shares.
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“FRED HENRY NAVARRA AND SANDRA ROBERTS NAVARRA, husband and 

wife.” (Promissory Note preamble (emphasis added).) As noted by 

appellee, a conveyance of real or personal property to a husband and wife, 

without more, creates a tenancy by the entireties. Plastipak Packaging, 

Inc. v. DePasquale, 937 A.2d 1106, 1109 (Pa.Super. 2007).

Finally, we note that the Stock Purchase Agreement contains 

integration clauses at paragraphs 4.05 and 4.08. Thus, to the extent that 

appellant attempts to rely upon extrinsic evidence to show that the parties 

intended to sever the tenancy by the entireties with the Stock Purchase 

Agreement, we find that evidence barred by the parol evidence rule.3

An integration clause which states that a writing is 

meant to represent the parties’ entire agreement is 

also a clear sign that the writing is meant to be just 

that and thereby expresses all of the parties’ 

negotiations, conversations, and agreements made 

prior to its execution. Once a writing is determined 

to be the parties’ entire contract, the parol evidence 

rule applies and evidence of any previous oral or 

written negotiations or agreements involving the 

same subject matter as the contract is almost always 

inadmissible to explain or vary the terms of the 

contract.

PNC Bank, National Ass’n v. Bluestream Technology, Inc., 14 A.3d 

831, 841-842 (Pa.Super. 2010) (citations omitted).

 

3 Appellant refers to other actions of the parties that indicate that at the 

time of the Stock Purchase Agreement the parties “were squaring off into 

Two (2) separate contentious camps, with complaints about each other’s 

misappropriations of other entireties assets.” (Appellant’s brief at 14.)
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In sum, we find that appellant failed to present clear and convincing 

evidence that the parties intended to sever the tenancy by the entireties 

with the Stock Purchase Agreement. We will affirm the order below.

Order affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 4/6/2015