J-A25038-14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

AARON RICHMAN, INDIVIDUALLY AND 

DERIVATIVELY ON BEHALF OF 

INSTITUTE OF TERRORISM RESEARCH 

AND RESPONSE, INC.

IN THE SUPERIOR COURT OF

PENNSYLVANIA

Appellant

v.

MICHAEL PERELMAN

Appellee No. 953 EDA 2014

Appeal from the Order Entered on February 27, 2014

In the Court of Common Pleas of Philadelphia County

Civil Division at No.: No. 4321, July Term 2013

BEFORE: DONOHUE, J., WECHT, J., and PLATT, J.*

CONCURRING MEMORANDUM BY WECHT, J.: FILED APRIL 21, 2015

I join the learned majority’s disposition and rationale. I write 

separately to clarify the grounds of my agreement. I also wish to address 

Aaron Richman’s arguments that the trial court erred because it made 

findings of fact based in part upon Michael Perelman’s unverified responsive 

pleadings, and that the trial court should have sua sponte amended the 

alignment of the parties in a way that would have established Philadelphia 

County as a proper venue in which to try this case. 

I agree with the majority’s implicit reliance upon Richman’s pleading 

alone in finding that Richman established no factual issue precluding the 

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* Retired Senior Judge assigned to the Superior Court.
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transfer of venue to York County without further discovery and fact-finding. 

Although the majority does not say it in so many words, it is clear that the 

majority’s reasoning requires no reliance upon the assertions of Perelman’s 

pleading. Thus, the majority neither engages in, nor endorses any trial 

court engagement in, fact-finding, which is improper in resolving preliminary 

objections. See Feingold v. Hendrzak, 15 A.3d 937, 941 

(Pa. Super. 2011) (“When considering preliminary objections, all material 

facts set forth in the challenged pleadings are admitted as true, as well as all 

inferences reasonably deducible therefrom.”).

Although Richman maintains that the Institute of Terrorism Research 

and Response, Inc. (“ITRR”), was headquartered in Philadelphia, his bald 

assertions to that effect are called into doubt by his own pleading, read as a 

whole. See Richman’s Response in Opposition to Preliminary Objections at 4 

¶ 9 (citing unspecified Philadelphia clientele, marketing the Philadelphia post 

office box, and use of Philadelphia bank branches in support of venue, but 

citing only the sporadic leasing of temporary office space in Philadelphia as 

evidence of physical presence), 7-8 ¶ 17 (denying only that “many” bills are 

sent to the York County address). He further describes corporate activities 

in Philadelphia that, when the assertions are read collectively, do not 

establish, even on a reading most generous to Richman’s claims, that ITRR 

was headquartered in any meaningful sense of that word in Philadelphia. 

Rather, the substance of his pleadings, if not the legal conclusions drawn 

therein, establish that ITRR’s alleged associations with Philadelphia consist of 
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Richman’s and Perelman’s desire to market ITRR as a company based in a 

more cosmopolitan location than the York County address registered with 

Pennsylvania’s Department of State. Richman’s voluminous attachment of 

various correspondence in which ITRR listed a Philadelphia address and 

phone number to his pleadings is no match for his failure to assert that 

Perelman conducted ITRR business anywhere but at the York County address 

at which he was served and at which ITRR is registered. Furthermore, he 

provides no legal authority to support the proposition that such a marketing 

ploy by itself establishes that a company is headquartered in that locale 

rather than at its registered address, nor is any such conclusion self-evident. 

More importantly, though, the extent to which ITRR conducts business 

from Philadelphia County is, at most, of limited utility in answering the 

governing transaction or occurrence inquiry under Pa.R.C.P. 1006, which 

rule makes no reference to the location of a plaintiff’s business or the 

business of an individual defendant sued as such. See Maj. Mem. at 6-7. 

The trial court and the majority both make clear, and I agree, that Rule 

1006 is the rule that exclusively governs the present inquiry; 

Pa.R.C.P. 2179, governing venue in suits brought against corporate 

defendants, simply has no application to this case, in which the defendant 

unequivocally has been sued as an individual. See Maj. Mem. at 8. Thus, 

ITRR’s headquartering only bears upon venue to the extent that it anchors 

the sued-upon transactions or occurrences in Philadelphia County, which 

Richman must do to establish venue under Rule 1006. 
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As the majority holds, Philadelphia County is a proper venue in this 

matter only if Perelman adequately pleads a basis upon which the court may 

find that the transactions or occurrences at issue herein occurred in 

Philadelphia County. See Maj. Mem. at 9. 

Relevantly, we have held as follows:

Pennsylvania courts have interpreted a transaction or occurrence 

to require that a transaction[,]and not merely some part of the 

transaction, take place in the county where venue is laid because 

it would lead only to confusion and a practice which we have 

heretofore referred to as forum[-]shopping if the law were to 

permit suit to be commenced against a defendant in any county 

where any facet of a complex transaction occurred. Therefore, 

parties cannot avoid the transaction requirement by 

characterizing a part of a transaction as an occurrence.

Kring v. Univ. of Pittsburgh, 829 A.2d 673, 678 (Pa. Super. 2003) (citing 

Craig v. W.J. Thiele & Sons, Inc., 149 A.2d 35 (Pa. 1959); Sunderland 

v. R.A. Barlow Homebuilders, 791 A.2d 384, 392 (Pa. Super. 2002)) 

(internal quotation marks, citations, and modifications omitted; remaining 

modifications added).

In Estate of Werner ex rel. Werner v. Werner, 781 A.2d 188 

(Pa. Super. 2001), applying the principles set forth in Craig, this Court 

reviewed a challenge to venue in connection with a claim for civil conspiracy. 

The elements of civil conspiracy involve (1) a combination of two or more 

persons acting with a common person to do an illegal act or a lawful act by 

unlawful means or for an unlawful purpose; (2) an overt act done in 

pursuance of the common purpose; and (3) actual legal damage. Id. at 
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191. The appellants in that case contended that “any overt act undertaken 

by any conspirator in furtherance of the common design was sufficient to 

establish venue wherever the overt act occurred.” Id. (internal quotation 

marks omitted). We disagreed. 

Reviewing the appellants’ pleadings, we discerned that one of the 

alleged occurrences was a meeting in the desired venue years before the 

conspiracy at issue emerged. We held that, “[e]ven assuming arguendo that 

this meeting . . . evidence[d] the beginnings of a civil conspiracy, its relation 

to the underlying wrongful acts . . . [was] tenuous at best.” Id. Thus, it 

constituted no more than “a mere facet of the complex transactions” alleged 

by the appellants, and failed to establish a basis for venue in the county in 

which it occurred. Id. at 191-92. We also held that the preparation in the 

desired venue of a number of documents pertinent to the alleged conspiracy 

did not suffice, without more, to establish venue, in part because the 

challenged stock transactions underlying the conspiracy claim undisputedly 

had not occurred in that county. Id. at 192.

In this case, setting aside Richman’s irrelevant claims regarding ITRR’s 

supposed Philadelphia headquarters, but accepting the balance of his

allegations as true, he essentially alleges that the transactions upon which 

his claims rest occurred in Philadelphia for three reasons: (1) some of 

ITRR’s receivables were delivered to ITRR’s Philadelphia post office box and 

deposited in one or more Philadelphia branches of an internationally held, 

multi-state bank (with a significant proportion of receivables undisputedly 
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reaching ITRR’s account by wire transfer); (2) the monies allegedly 

converted by Perelman necessarily had already been drawn from, and might 

in the future be drawn from, monies deposited in Philadelphia; and 

(3) Perelman’s alleged removal of Richman’s authority to access ITRR’s bank 

account affected his business dealings in Philadelphia.1 See Complaint at 3 

¶ 8. 

Richman’s claims materially sound in conversion and breach of 

fiduciary duty. The breaches of fiduciary duty alleged by Richman are 

couched in terms materially indistinguishable from the facts asserted in 

support of Richman’s conversion claim (augmented by Richman’s claims that 

Perelman improperly froze Richman out of ITRR’s corporate account). Under 

Pennsylvania law, conversion occurs where one deprives another of his right 

to property in, or use or possession of, a chattel, or otherwise interferes 

therewith, without consent or justification. HRANEC Sheet Metal, Inc. v. 

Metalico Pittsburgh, Inc., 107 A.3d 114, 119 (Pa. Super. 2014).2 

Notably absent from Richman’s pleading is a clear and encompassing 

connection between the elements of conversion and Philadelphia County, 

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1 This last point appears only to be relevant if we privilege Richman’s 

allegations that ITRR is headquartered in Philadelphia County, because 

Richman’s (disputed) United States Residence does not lie in that county. 

See Complaint at 2 ¶ 2 (averring that Richman’s residence is in Elkins Park, 

Pennsylvania, which is located in Montgomery County).

2 Money may be the subject of a conversion claim. See Pittsburgh 

Constr. Co. v. Griffith, 834 A.2d 572, 581 (Pa. Super. 2003).
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notwithstanding his more strained averments to that effect. Nothing in 

Richman’s pleading asserts an act undertaken by Perelman that occurred in, 

or was materially connected to, Philadelphia County. Indeed, Richman does 

not aver that Perelman took any affirmative steps in service of his alleged 

wrong-doing in Philadelphia County, instead concentrating on Philadelphia as 

the situs of the injury, which, Richman contends, furnishes a sufficient basis 

to establish venue. See, e.g., Brief for Richman at 15 (citing Action 

Indust., Inc., v. Wiedeman, 346 A.2d 798 (Pa. Super. 1975)) (“For the 

purposes of assessing venue, tort causes of action, such as conversion, arise 

where injury is inflicted.”). 

It is true that Richman alleges connections between the conversion

and moneys that flowed through the Philadelphia post office box, but that, 

by itself, would be only one aspect of the complained-of acts. As well, 

because Richman does not allege that Perelman deliberately targeted those 

monies as opposed to other monies belonging to the corporation and 

situated in a national bank,3any connection at all between the conversion 

and Philadelphia is partial and at least as attenuated as the connections 

upon which the venue argument that we rejected in Werner was based. 

Consequently, even reading Richman’s complaint entirely in isolation from 

____________________________________________

3 This is germane due to the absence of dispute that a significant 

volume of receivables arrives in ITRR’s account by wire transfer, 

fundamentally a mechanism with scant geographical association.
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Perelman’s responsive pleadings, Richman fails to satisfy our time-honored 

principle that all—or at the very least all of the critical—aspects of the suedupon transactions must have occurred in the venue in which the plaintiff 

seeks to pursue his claims.

Werner is not at odds with Action Industries, at least not as they 

apply to this case. It is true that the latter case suggested that the locus of 

the injury in a conversion case may establish a basis for venue in that 

county. See Action Industries, 346 A.2d at 805. Although there may be 

a degree of tension between these interrelated precepts, in the instant case 

there is no affirmative allegation that ITRR’s or Richman’s alleged injuries 

were suffered in Philadelphia County. With respect to ITRR as plaintiff, the 

above discussion makes clear why ITRR’s injuries cannot fairly be said to 

have arisen in Philadelphia County, where it was anchored solely by certain 

banking transactions and a post office box set up primarily for marketing 

purposes. Similarly, Richman’s injuries cannot be situated in Philadelphia 

County, given his at best sporadic conduct of business there and his avowed 

residence in Montgomery County. 

This analysis also dispenses with Richman’s contention that Perelman’s 

failure to provide a verification in support of his preliminary objections 

effectively obviated his stated objections to venue. See Brief for Richman at 

11-12. Even if, as Richman contends, Perelman’s failure to verify his 

pleading obligated the trial court to deem all of Richman’s averments to 

have been admitted, our analysis would lead to the same place. That 
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analysis requires no recourse to Perelman’s averments; it stands on no other 

ground than Richman’s own allegations. It is also worth noting that the 

proper response to an unverified pleading is to be ventured by preliminary 

objections. Neither did Richman file preliminary objections to Perelman’s 

preliminary objections nor did he raise the lack of a verification in his 

response in opposition to Perelman’s preliminary objections. Consequently, 

any such challenge was waived for purposes of appellate review. See Gen. 

Mills, Inc., v. Snavely, 199 A.2d 540, 544 (Pa. Super. 1964) (holding that, 

where the trial court sua sponte raised problems associated with a 

verification but the responding party had made no such objection, the 

verification issue was waived under Pa.R.C.P. 1032).

Finally, I wish to emphasize that, at no time before the trial court or 

this Court has Richman argued that the trial court erred in declining to allow 

him to amend his complaint to set forth additional allegations in support of 

venue. The closest he has come is to suggest that the trial court could have 

amended the caption to realign ITRR as a defendant, thus bringing 

Rule 2179 into the equation in such a way as to establish venue in 

Philadelphia. See Brief for Richman at 20-21. He has failed to establish any 

legal basis upon which the trial court was bound to do so, and acknowledges 

that he did not seek such relief from the trial court in the first instance. 

Consequently, these arguments, too, are waived. See Pa.R.A.P. 302(a) 

(“Issues not raised in the lower court . . . cannot be raised for the first time 

on appeal.”).
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For all the foregoing reasons, Richman’s arguments are unavailing. 

Consequently, I join the learned majority’s disposition, and its reliance upon 

Richman’s failure to plead a sufficient nexus between the complained-of 

transactions and occurrences and Philadelphia County.

Judge Donohue joins this concurring memorandum.