J-S40031-14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37 

DEMPSEY UNIFORM & LINEN SUPPLY, 

INC. 

IN THE SUPERIOR COURT OF

PENNSYLVANIA 

 Appellee 

v.

FOX TWO D/B/A CAMELOT RESTAURANT 

 Appellant No. 2203 MDA 2013 

Appeal from the Judgment Entered November 1, 2013 

In the Court of Common Pleas of Lackawanna County 

Civil Division at No(s): 12 CV 5629 

BEFORE: BENDER, P.J.E., BOWES, J., and PANELLA, J.

MEMORANDUM BY PANELLA, J.: FILED SEPTEMBER 24, 2014 

 Appellant, Fox Two d/b/a Camelot Restaurant (“Camelot”), appeals 

from the judgment entered in the Court of Common Pleas of Lackawanna 

County in favor of Appellee, Dempsey Uniform & Linen Supply, Inc. At issue 

in this appeal is a prior order in this case that concluded that this contract 

dispute was governed by a written agreement that contained a mandatory 

arbitration clause. After careful review, we affirm.

 On September 19, 2012, Dempsey filed a complaint alleging that 

Camelot had breached a service contract with Dempsey. After Camelot filed 

an answer with new matter, Dempsey filed a motion to compel arbitration. 

The following factual summary is taken from testimony presented at the 

June 5, 2013, hearing on Dempsey’s motion to compel arbitration.
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 On May 26, 2010, Dr. Joseph Soliman, the principal owner of Camelot, 

was preparing the restaurant for a grand opening. Also present was the 

owner of another area restaurant, William Barrasse, who was acting as a 

consultant to Dr. Soliman. Two representatives of Dempsey, Jim Rhodes 

and Mark Lewis, came to Camelot to discuss whether Camelot would utilize 

Dempsey’s linen rental services.

 Barrasse utilized Dempsey’s service at his own restaurant, and was 

well known to Dempsey’s agents. After a discussion, Barrasse signed a form 

titled “Service Agreement,” and wrote that his title was “Consultant.” 

Barrasse testified that he did not sign the form in his own capacity, or for 

the benefit of his own restaurant. He further testified that he signed the 

form “in order for Dempsey to proceed with giving the doctor a price 

structure. They wouldn’t give him any prices or anything unless he signed 

this.” N.T., 6/5/13, at 54. 

The first paragraph of the form stated “[Dempsey] agrees to supply 

and the undersigned customer ... agrees to accept exclusively from Dempsey 

the type of merchandise and services listed below and added during the 

term in accordance with the prices and conditions set forth in this 

agreement.” Service Agreement, 5/26/10, at ¶ A. The second paragraph 

provided that the agreement was effective as of the date of execution and 

had a term of 260 weeks from the date service began, with each party 

retaining a right of termination with 90 days’ notice. See id., at ¶ B. 
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Furthermore, the agreement stated that “both parties hereby agree to 

resolve any controversy or claim arising out of this Agreement by Arbitration 

either in Lackawanna County, PA or Northumberland County, PA ....” Id., at 

¶ 11. 

 Mark Lewis testified that in conjunction with the service agreement, 

Dr. Solimon executed a credit application as president of Camelot. See N.T., 

6/5/13, at 18-19. Dr. Solimon agreed that he had executed a credit 

application, but stated that he had been told that this was all necessary only 

for a trial run of Dempsey’s services. See id., at 58-60. Approximately one 

month later, Dempsey’s general manager executed the contract on behalf of 

Dempsey. Lewis testified that Dempsey serviced Camelot for almost two 

years pursuant to the agreement, and Camelot paid Dempsey during the 

same period. See id., at 21; 25. On June 6, 2012, Camelot stated that it 

was no longer doing business with Dempsey, and procured the services of 

another linen rental company. 

 After receiving this evidence, the trial court concluded that the service 

agreement was a binding written agreement, and ordered that the case 

proceed through arbitration. The arbitrator found in favor of Dempsey, and 

judgment was entered on behalf of Dempsey. This timely appeal followed. 

 On appeal, Camelot raises the following issues for our review: 

[1.] Whether the trial court abused its discretion when it held 

that a written contract existed between Fox Two d/b/a Camelot 

Restaurant (“Camelot”) and Dempsey Uniform and Linen, Inc. 

(“Dempsey”)?
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[2.] Whether the trial court erred and abused its discretion 

when it denied Camelot’s request for an offer of proof, and then 

refused to allow testimony as to whether or not the parties 

agreed to the terms set forth in a writing, which the trial court 

ultimately held bound the parties to arbitrate their dispute? 

[3.] Whether the trial court’s denial of Camelot’s request for an 

offer of proof or permission to elicit certain testimony constituted 

a deprivation of Camelot’s rights pursuant to 42 Pa.C.S. § 5104 

and § 5105? 

Appellant’s Brief, at 4.

On appeal, Camelot requests that this Court reverse the trial court’s 

order compelling arbitration, and remand this case for further proceedings in 

the trial court. See id., at 11. We review a trial court’s decision to compel 

arbitration under an abuse of discretion standard. See Pisano v. 

Extendicare Homes, Inc., 77 A.3d 651, 654 (Pa. Super. 2013).1

 To 

determine if arbitration is required, the trial court must employ a two-part 

test. First, the trial court must determine if a valid agreement to arbitrate 

exists between the parties. See Pittsburgh Logistics Systems, Inc. v. 

Professional Transportation and Logistics, Inc., 803 A.2d 776, 779 (Pa. 

Super. 2002). If so, the trial court must then determine if the dispute 

____________________________________________ 

1

 We note an apparent conflict in our case-law regarding this standard of 

review. Some of our precedent indicates an abuse of discretion standard, 

while other precedent indicates that the review is pursuant to a plenary, de 

novo standard. Interestingly, some precedent, such as Pisano and 

Keystone Technology Group, Inc. v. Kerr Group, Inc., 824 A.2d 1223 

(Pa. Super. 2003), assert both standards of review within the same opinion. 

In the present matter, we will proceed under the abuse of discretion 

standard, but note that the result would be the same if we were to review 

the issue under a de novo, plenary standard. 
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before it falls within the scope of the arbitration agreement. See id. Our 

standard for determining the scope of an arbitration provision is the same 

rule that governs the construction of contracts. See id. Specifically, we 

must determine the scope to which the parties intended: “The scope of 

arbitration is determined by the intention of the parties as ascertained in 

accordance with the rules governing contracts generally.” Id. (quotation 

omitted). 

 Camelot’s arguments on appeal all focus on the first step of the above 

test. Camelot contends that there was no “meeting of the minds” sufficient 

to form a contract that bound the parties to the terms contained in the 

written agreement. As a corollary to this assertion, Camelot contends that 

the trial court erred in denying it the opportunity to present parol evidence 

on the issue of contract formation. 

“Where the parties to an agreement adopt a writing as the final and 

complete expression of their agreement, alleged prior or contemporaneous 

oral representations or agreements concerning subjects that are specifically 

covered by the written contract are merged in or superseded by that 

contract.” Blumenstock v. Gibson, 811 A.2d 1029, 1035 (Pa. Super. 

2002) (citation omitted). Absent fraud, accident, or mistake, a written 

contract is not only the best, but the only evidence of the terms of the 

parties’ agreement. See id., at 1035. Therefore, parol evidence is not 
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admissible to modify the terms of the written contract in the absence of an 

averment of fraud, accident or mistake. See id., at 1036. 

 Based upon the testimony of Barrasse that he signed the service 

agreement in his capacity as a consultant for Camelot, combined with the 

fact that the parties operated as if an agreement had been reached for 

almost two years, we cannot conclude that the trial court’s conclusion 

constituted an abuse of discretion. The written service agreement 

constitutes the best evidence of the agreement that the parties operated 

under for nearly two years. While Camelot pled that Barrasse had been 

fraudulently induced to sign the service agreement, his prior experience with 

Dempsey, as well as the explicit language of the agreement, provide 

sufficient support for the trial court’s implicit finding that Camelot had not 

established fraudulent inducement. Thus, parol evidence was inadmissible. 

As such, the trial court’s findings find support in the record, and do not 

constitute an abuse of discretion. We therefore affirm the trial court’s order 

compelling arbitration. 

 Judgment affirmed. Jurisdiction relinquished. 

Judgment Entered. 

Joseph D. Seletyn, Esq. 

Prothonotary 

Date: 9/24/2014