J-A01045-19

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

ERIC LINDE

v.

SCOTT LINDE, 

Appellant

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 1078 EDA 2018

Appeal from the Order Entered March 6, 2018

In the Court of Common Pleas of Wayne County Civil Division at No(s): 

167-CIVIL-2016

BEFORE: OTT, J., STABILE, J., and McLAUGHLIN, J.

MEMORANDUM BY McLAUGHLIN, J.: FILED MAY 21, 2019

Scott F. Linde appeals from the order granting his emergency motion 

for stay of execution pending appeal but requiring that he execute certain 

documents to be held in escrow. We affirm. 

The facts of the underlying case are set forth in the opinion docketed at 

the companion case, Linde v. Linde, No. 451 EDA 2018. In that case, we 

upheld the trial court’s finding that Scott breached the parties’ Settlement 

Agreement and that Eric did not breach it. The court ordered specific 

performance of the Settlement Agreement, and Scott appealed. The 

Settlement Agreement provided that, in exchange for Eric’s stock in two 

companies, Scott would pay an initial payment of $1,000,000 and five

installment payments of $200,000. It further required that Scott transfer to 

Eric his partnership interests in Cloverleaf Partners, Golf Hill Partners, CWERSF 
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Partnership, and his interest as a tenant in common in land in Texas Township. 

Eric and his son were to resign as officers of LEI.

On February 6, 2018, Scott filed an “Emergency Motion for Stay of 

Execution Pending Appeal Pursuant to Pa.R.A.P. 1731, Et Seq., and Approval 

of Form of Security for Appeal.” Eric responded, noting that the judgment 

included monetary and non-monetary relief and arguing that the dollar figure 

of the bond was inadequate because it did not include the final $200,000 

payments that would be due under the Settlement Agreement. On February 

12, 2018, Scott filed an “Amended Emergency Motion for Stay of Execution 

Pending Appeal Pursuant to Pa.R.A.P. 1733, et seq., and approval of form of 

security for appeal as well as approval of Certain Terms and Conditions to 

Preserve Status Quo.” Scott had obtained a bond for 100% of the monetary 

amount ($2,246,733), and Eric agreed this amount was sufficient. Scott 

further averred that Eric had presented him with a set of proposed documents 

to be executed and delivered to the Prothonotary of Wayne County to be held 

in escrow pending the outcome of the appeal. Scott also drafted a set of 

documents. The parties agreed on the following documents: Praecipes to 

Discontinue the 13 pending actions the parties had commenced against each 

other prior to the Settlement Agreement; Resignations for both Eric and Gary 

Linde as officers and directors of LEI; Deed from Scott to Eric for property in 

Texas Township, Wayne County; the LEI Resolution; and the Stock Purchase 

Agreement.
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In the Amended Motion, Scott alleged the parties had two 

disagreements as to the remaining documents. First, for the Transfers of 

Partnership Interest in CWERSF, Golf Hill Farms and Cloverleaf, the parties 

were unable to agree to whether the following lines should be included: 

“subject to the terms of the Cloverleaf Partnership Agreement dated January 

25, 1982,” “subject to the terms of the Golf Hill Farms Partnership Agreement 

dated December 11, 1989,” and “subject to the terms of CWERSF Partnership 

Agreement dated __ day of ______, 1978 and Amendment dates December 

11, 1989.” Amended Emergency Motion, filed Feb. 12, 2018, at ¶ 21. Scott 

wanted these lines included, but Eric did not.

Second, the parties were unable to agree as to the language for the 

Mutual and General Release. Eric objected to the inclusion of the following: 

“but excepting, excluding and reserving from this Mutual and General release 

the right and ability of the Defendants, Scott F. Linde and Scott F. Linde as 

Trustee of the Scott F. Linde Family S Corporation Trust to institute any actions 

in law or equity which could be asserted by them as a Shareholder of Linde 

Enterprises, Inc. against [Eric].” Id.

The trial court held a hearing. On March 6, 2018, it entered an order 

granting the Amended Emergency Motion. It approved the supersedeas bond 

submitted by Scott. It further approved the documents that Eric submitted for 

the Transfer of Partnership Interest in CWERSF, Transfer of Partnership 

Interest in Cloverleaf Partners, and Transfer of Interest in Golf Hill Farms 

Partnership, which did not subject the transfers to the terms of the Partnership 
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Agreements. The court ordered the documents to be held in escrow with the 

Prothonotary of Wayne County.1It further ordered that the Mutual and 

General Release be held in escrow, but that it include the following 

modification:

2. General Release: For and in consideration of mutual 

promises contained herein, Defendant hereby irrevocably 

release and forever unconditionally discharge Plaintiffs and 

any and all of Plaintiffs predecessors, related or affiliated 

entities, as well as their respective officers, directors, 

shareholders, attorneys, insurers, trustees, partners, 

present and former employees, agents, successors, assigns, 

heirs, executors and administrators, both individually and in 

their official capacities . . . , of and from any and all actions, 

causes of action, suits, claims, counterclaims, cross claims, 

debts, dues, accounts, bonds, covenants, charges, 

complaints, contracts, agreements, promises, judgment and 

demands whatsoever, in law or in equity, against Plaintiffs 

and the Plaintiff Related Parties which the Defendants and 

the Defendant Related Parties had on or before June 9, 

2014.

Order, filed Mar. 6, 2018 (emphasis in original).

It also ordered all documents agreed to by the parties to be held in 

escrow. 

Scott filed a Notice of Appeal, and raises the following issues:

1. Did the lower Court commit an abuse of discretion and 

an error of law in its March 6, 2018 Order by imposing the 

Performance Conditions upon Scott when the Supersedeas 

Bond in the amount of $2,046,733.00 was approved 

because the extraordinary Performance Conditions imposed

upon Scott by the Court required Scott to execute all 

documents required for a Closing, even though the 

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1 Scott did not challenge before the trial court the authority of the 

Prothonotary to hold executed documents in escrow pending appeal. 
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conditions precedent to a Closing, if any, had not been 

satisfied by Eric, and because the conditions precedent had

not been satisfied by Eric, the Performance Conditions

wrongfully imposed by the Court are premature and exceed 

the authority of the Court based upon the Appellate Rules of 

Procedure?

2. Did the lower Court commit an abuse of discretion and 

an error of law in its March 6, 2018 Order by imposing and 

ordering the Performance Conditions when granting the 

Supersedeas Bond for the appeal of the trial Courts March 

6, 2018 Order, which Performance Conditions exceed the 

rules of Appellate Procedure and which should not be 

compelled prior to Eric’s satisfaction of the conditions 

precedent set forth in the Settlement Agreement being 

satisfied because said Performance Conditions include 

conditions of specific performance which are premature and 

improper based upon the failure of performance by Eric?

3. Did the lower Court commit an abuse of discretion and 

an error of law in its March 6, 2018 Order by imposing and 

ordering the overbroad Performance Conditions on the 

Supersedeas Bond which are the subject of the trial Court's 

March 6, 2018 Order?

4. Did the lower Court commit an abuse of discretion and 

an error of law in its March 6, 2018 Order by imposing and 

ordering the Performance Conditions on the Supersedeas 

Bond which are the subject of the trial Court's March 6, 2018 

Order for which the mechanism for determining such 

compliance is impossible to determine?

Scott’s Br. at 12-14.

Although Scott lists four issues, he has only one section in his brief’s 

argument section. We will address only those issues that we can discern from 

the argument section of the brief.

Scott maintains he obtained the monetary bond required for the 

automatic supersedeas and therefore is entitled to the stay of execution during 

appeal based on this bond. He argues that Eric will not be harmed because 
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the monetary security is with the Prothonotary, and therefore the trial court 

should not have required him to execute the additional documents. 

Rule 1731 provides for an automatic supersedeas for the orders for 

payment of money: 

(a) General rule. Except as provided by subdivision (b), an 

appeal from an order involving solely the payment of money 

shall, unless otherwise ordered pursuant to this chapter, 

operate as a supersedeas upon the filing with the clerk of 

the lower court of appropriate security in the amount of 

120% of the amount found due by the lower court and 

remaining unpaid. Where the amount is payable over a 

period of time, the amount found due for the purposes of 

this rule shall be the aggregate amount payable within 18 

months after entry of the order.

Pa.R.A.P. 1731(a). Rule 1733 governs requirements for supersedeas on 

agreement or application, providing:

(a) General rule. An appeal from an order which is not 

subject to Rule 1731 (automatic supersedeas of orders for 

the payment of money) shall, unless otherwise prescribed 

in or ordered pursuant to this chapter, operate as a 

supersedeas only upon the filing with the clerk of the court 

below of appropriate security as prescribed in this rule. 

Either court may, upon its own motion or application 

of any party in interest, impose such terms and 

conditions as it deems just and will maintain the res 

or status quo pending final judgment or will facilitate 

the performance of the order if sustained.

Pa.R.A.P. 1733(a) (emphasis added).

Although the Rules provide for an automatic supersedeas when a bond 

is secured for monetary judgments, the Rules also provide that a court may 

“impose such terms and conditions as it deems just and will maintain the res 

or status quo pending final judgment or will facilitate the performance of the 
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order if sustained.” Pa.R.A.P. 1733(a). Here, the court stated that “[t]o 

facilitate the performance of the July 19, 2017 Verdict, and resolve this 

eighteen (18) year dispute, this Court imposed conditions that would facilitate 

the performance of the entire Verdict.” Trial Court Opinion, filed May 31, 2018, 

at 2 (“1925(a) Op.”). As the order appealed from required monetary payment 

and specific performance, this was not error.

Scott next notes that he and Eric agreed on the terms of various 

documents that would be executed and held pending appeal. He claims that 

Eric objected to the inclusion of language in the document transferring Scott’s 

partnership interest, which would subject the transfer to the terms of the 

partnership agreement. Scott claims that this limiting language is needed “in 

the event that an impediment occurs to the transfer of a partnership interest 

from Scott to Eric.” Scott’s Br. at 33.

Scott also argues that Eric objected to inclusion of a line in the general 

release that would except from the release “the right and ability of [Scott and 

the Scott Trust] to institute any actions in law or equity which could be 

asserted by them as a Shareholder of Linde Enterprises against the Plaintiffs 

and the action of CWERSG, Golf Hill Farms, Scott F. Linde, Individually and as 

a partner of CWERFS and Golf Hill Farms and Barbara J. Linde, Individually 

and as a partner of CWERSF and Golf Hill Farms v. Eric R. Linde, Individual 

and as a partner of CWERSF and Golf Hill Farms to No. 363-CV-2017 in the 

Court of Common Pleas of Wayne County.” Scott’s Br. at 33-34. He claims he 

and the Scott Trust “must have the right to initiate any action in law or equity 
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which could be asserted by them as a Shareholder of LEI against Eric due to 

the fact that Eric, as majority and controlling shareholder of LEI had absolute 

control of LEI since January 1, 2013 and would continue to have absolute 

control until the Settlement Date.” Id.

“The decision to grant or deny a stay pending appeal is vested in the 

trial court's discretion and will not be reversed absent a clear abuse of that 

discretion.” In re Estate of Hartman, 582 A.2d 648, 653 (Pa.Super. 1990).

Here, the trial court found:

The July 19, 2017 Verdict found [Scott] in breach of the June 

9, 2014 Settlement Agreement and Ordered [Scott] to 

comply with the terms and conditions of the Settlement

Agreement. Within the Settlement Agreement, [Scott]

agreed to transfer to [Eric] his partnership interests in 

Cloverleaf, Golf Hill Farms, and CWERSF. Thus, to facilitate 

the performance of the Verdict if sustained, this Court 

imposed conditions that required the documents

transferring [Scott’s] partnership interests in Cloverleaf, 

Golf Hill Farms, and CWERSF to be held in escrow with the 

Prothonotary of Wayne County. This Court finds these 

conditions to be just due to [Scott’s] prior attempt to 

frustrate the terms of the Settlement Agreement. See

Statement of Reasons filed April 2, 2018.

[Scott] argued on February 21, 2018 that the documents 

transferring his partnership interests in Cloverleaf, Golf Hill 

Farms, and CWERSF should include the terms “subject to 

the terms of the Cloverleaf Partnership Agreement dated 

January 25, 2982”; “subject to the terms of Golf Hill Farms 

Partnership Agreement dated December 11, 1989”; and 

“subject to the terms of CWERSF Partnership Agreement 

dated the ____ day of _____, 1978 and Amendment dated

December 11, 1989.” This Court’s July 19, 2017 Verdict and 

Order enforces the terms and conditions of the June 9, 2014 

Settlement Agreement. The terms requested by Appellant 

were not included in this Court’s March 6, 2018 Order 
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because they were not terms that were agreed to in the June 

9, 2014 Settlement Agreement.

1925(a) Op. at 2-3. It further noted:

[T]his Court did not include these requested terms in its

March 6, 2018 Order. It is unclear to this Court how the 

conditions imposed by this Court are suddenly outside the 

control of [Scott] when they are the same terms agreed to 

by [Scott] in the June 9, 2014 Settlement Agreement. This 

Court’s March 6, 2018 Order merely facilitates the

performance of the July 19, 2017 Verdict by requiring the 

executed documents to be held in escrow with the 

Prothonotary of Wayne County.

Id. at 4. When discussing the General and Mutual Release, the court noted:

[Scott] was concerned about language that would exclude 

him from bringing a future action against [Eric] for actions 

that occurred after the Settlement Date. The language 

approved by this Court for the General Release would not 

exclude [Scott] from doing that.

Id. at 4-5.

The trial court did not abuse its discretion. Through the order, it ensured 

the completion of the terms of the Settlement Agreement if its verdict was 

upheld on appeal.

Scott next claims the trial court exceeded its scope of authority by 

“ordering Scott to sign and deliver the Closing Documents which would in 

effect conclude transactions between Eric and Scott even though Pa.R.A.P. 

1733 does not permit the trial court such latitude.” Scott’s Br. at 34. He claims 

the imposition of the obligations did not maintain “res or status quo pending 

final judgment.” Id. at 35.
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Although on appeal, Scott appears to claim the trial court could not order 

that documents be executed and held in escrow pending appeal, he did not 

raise this claim before the trial court. Rather, before the trial court he agreed 

to the execution of certain documents, which would be held in escrow, but 

disputed the contract terms of certain documents. As the trial court noted:

When this Court heard Argument on [Scott’s] Amended 

Emergency Motion for Stay of Execution Pending Appeal, 

there were only two (2) issues the parties could not come 

to an agreement on. The first issue was the language of the 

documents to be held in escrow with the Prothonotary of 

Wayne County that transferred [Scott’s] partnership 

interests in Cloverleaf, Golf Hill Farms, and CWERSF to 

[Eric]. The second issue was the language of the General 

Release to be held in escrow with the Prothonotary of Wayne 

County. . . . [T]his Court’s decision to exclude [Scott’s] 

requested terms did not make the March 6, 2018 Order 

overbroad but rather facilitated this Court’s July 19, 2017 

Verdict which enforces the terms of the June 9, 2014 

Settlement Agreement. In regard to the General Release, 

[Scott] was concerned about language that would exclude 

him from bringing a future action against [Eric] for actions 

that occurred after the Settlement Date. The language 

approved by this Court for the General Release would not 

exclude [Scott] from doing that . . . .

1925(a) Op. at 4-5. We conclude the trial court did not abuse its discretion or 

err in addressing the dispute concerning the document language.

Order affirmed.
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Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 5/21/19