[J-133-2016 and J-134-2016] 

IN THE SUPREME COURT OF PENNSYLVANIA 

EASTERN DISTRICT 

SAYLOR, C.J., BAER, TODD, DONOHUE, DOUGHERTY, WECHT, MUNDY, JJ. 

SUGARHOUSE HSP GAMING, L.P., : No. 124 EM 2016 

Petitioner 

v. 

PENNSYLVANIA GAMING CONTROL 

BOARD, 

: Appeal from the Supplemental 

: Adjudication of the Pennsylvania 

: Gaming Control Board in the matter of 

: the Applications for the Category 2 Slot 

: Machine License in the City of the First 

: Class, Philadelphia, dated June 23, 

: 2016 

SUBMITTED: November 7, 2016 

Respondent 

STADIUM CASINO, LLC, 

Intervenor 

MARKET EAST ASSOCIATES, LP, : No. 125 EM 2016 

Petitioner : Appeal from the Supplemental 

: Adjudication of the Pennsylvania 

: Gaming Control Board in the matter of 

v. : the Applications for the Category 2 Slot 

: Machine License in the City of the First 

: Class, Philadelphia, dated June 23, 

PENNSYLVANIA GAMING CONTROL : 2016 

BOARD, 

Respondent 

STADIUM CASINO, LLC, 

Intervenor 

SUBMITTED: November 7, 2016 

OPINION 

JUSTICE TODD DECIDED: June 20, 2017 
These matters return to us following our prior decision on March 29, 2016, in 

which we affirmed in part, and vacated in part, the November 18, 2014 order of the 

Pennsylvania Gaming Control Board ("Board") - awarding the last remaining Category 

2 slot machine license provided for by the Pennsylvania Race Horse Development and 

Gaming Act ("Gaming Act")1 to applicant Stadium Casino, L.L.0 ("Stadium") - and 

remanded this matter to the Board for the limited purpose of addressing two issues: (1) 

whether Watche Manoukian, an individual who is an affiliate of Stadium, was eligible to 

apply for a Category 1 slot machine license at the time of Stadium's application for the 

Category 2 license, in violation of Section 1304(a)(1) of the Gaming Act;2 and (2) 

whether, after the issuance of the Category 2 license to Stadium, Manoukian will 

possess a financial interest in that entity greater than 33.3%, in violation of Section 1330 

of the Gaming Act.3 See SugarHouse HSP Gaming, LP v. Pennsylvania Gaming 

Control Board, 136 A.3d 457 (Pa. 2016) ("SugarHouse r).4 The Board issued a 

"Supplemental Adjudication" on June 23, 2016, in which both issues were addressed. 

SugarHouse HSP Gaming ("SugarHouse"), the present holder of a Category 2 

slot machine license for a casino it operates in Philadelphia, and Market East 

Associates, L.P. ("Market East"), an unsuccessful applicant for the Category 2 license 

awarded to Stadium, have both filed petitions for review from that Supplemental 

Adjudication.5 After careful consideration, we dismiss SugarHouse's petition for review, 

docketed at 124 EM 2016, finding it was not entitled to intervene in the proceedings on 

1 4 Pa.C.S. §§ 1101-1904. 

2 4 Pa.C.S. § 1304. 

3 4 Pa.C.S. § 1330. 

4 As we explained in that opinion, the Gaming Act establishes three separate 

categories of slot machine licenses, Category 1, Category 2, and Category 3, and it 

specifically provided that two Category 2 slot machine licenses were to be issued for the 

City of Philadelphia. SugarHouse I, 136 A.3d at 461; 4 Pa.C.S. § 1301-1305. 

5 We have consolidated these petitions for purposes of conducting our review. 

[J-133-2016 and J-134-2016] - 2 
remand. In Market East's petition for review, docketed at 125 EM 2016, we affirm the 

Board's determination that Manoukian was not eligible to apply for a Category 1 slot 

machine license at the time of Stadium's application for its Category 2 license, and, 

thus, that Section 1304(a)(1) would not be violated by the issuance of a Category 2 

license to Stadium. However, we reverse the Board's determination of what constitutes 

a "financial interest" as that term is used in Section 1330, and we define that term 

herein. Because the Board has admitted that it has not determined the nature of the 

specific "equity infusion" Manoukian will supply post-licensure to the trust which has an 

ownership interest in Stadium, we presently cannot affirm the Board's conclusion that 

Manoukian will not be in violation of Section 1330's 33.3% limit on the possession of a 

financial interest in a Category 2 slot machine licensee by another slot machine 

licensee. Thus, we again remand for further proceedings consistent with this opinion. 

I. Background 

To briefly recap the factual history of this matter, a more detailed recitation of 

which may be found in SugarHouse I, in 2006, the Board awarded one of the two 

Category 2 licenses allotted under the Gaming Act for Philadelphia to SugarHouse, 

which, in 2010, opened an "interim" casino located on the eastern side of Philadelphia 

near the Delaware River. In 2014, SugarHouse commenced construction of an 

expansion of this facility at that location, which has since been completed and is 

currently in operation. 

Initially, the Board awarded the second Category 2 license for Philadelphia to 

Foxwood Casino; however, in 2010, the Board revoked this license due to Foxwood's 

inability to raise the necessary money to build the facility, and the Board reopened the 

application process. Thereafter, four entities, including Stadium and Market East, filed 

applications with the Board seeking licensure, and the Board conducted background 

[J-133-2016 and J-134-2016] - 3 
investigations of each of the applicants to determine whether they met the Gaming Act's 

eligibility and financial requirements for the issuance of a Category 2 license. After this 

process was complete, in 2013, the Board conducted a series of public suitability 

hearings to consider the merits of each application. 

Before these hearings commenced, SugarHouse filed a petition with the Board to 

intervene, advancing three contentions relevant to this appeal as to why, in its view, the 

license should not be granted: (1) the granting of a second slot machine license would 

result in the alleged saturation of the Philadelphia area gaming market and cause 

SugarHouse economic harm through the dilution of its gaming revenues; (2) Stadium 

was precluded from being awarded a Category 2 license by Section 1304 of the Gaming 

Act because one of its affiliates already was the owner or operator of a facility which 

had a Category 1 slot machine license; and (3) that "affiliates, owners, or financial 

backers" of Stadium, Market East, and other applicants owned or had a financial 

interest in other existing licensed gaming facilities potentially greater than the 33.3% 

share permitted by Section 1330 of the Gaming Act, which would preclude those 

applicants from receiving a Category 2 license. SugarHouse Petition to Intervene, 

12/16/13, at 11. The Board granted SugarHouse limited intervention, restricted to the 

issue of market saturation, but denied its intervention as to the remaining issues. 

After reviewing all of the evidence which had been submitted to it, on November 

18, 2014, the Board, at an open public hearing, voted 7-0 to award the Category 2 

license to Stadium, and it issued an order to that effect on the same day. See Gaming 

Board Order, 11/18/14. This order incorporated, by reference, the reasons for the 

Board's approval which it set forth in a separate Adjudication, also issued on November 

18, 2014. Id. In the Adjudication, the Board explained that it selected Stadium based 

on a variety of factors such as its proposed facility's accessibility, proximity to other 

[J-133-2016 and J-134-2016] - 4 
casinos, impact on the surrounding community, traffic flow, past positive history of its 

management group in the gaming and entertainment industry, and the ability of 

Stadium's ownership group to self -finance the construction of the facility. 

Both SugarHouse and Market East filed petitions for review with our Court from 

the Board's November 18, 2014 order, which we consolidated for disposition.6 In its 

petition, SugarHouse raised four claims: (1) the Board erred as a matter of law or acted 

arbitrarily and capriciously in limiting SugarHouse's intervention in Board proceedings to 

the question of market saturation; (2) the award of the license to Stadium would result in 

undue economic concentration in violation of Section 1102(5)7 of the Gaming Act and 

the Board's regulations; (3) the award of the license to Stadium would violate the 

provisions of Section 1304 of the Gaming Act barring dual ownership and control of a 

Category 1 and a Category 2 licensed facility; and (4) renewing its argument that the 

award of the license to Stadium would violate Section 1330 of the Gaming Act, because 

it would result in its affiliates, who already possessed a slot machine license, owning or 

controlling more than 33.3% of a second casino. 

We rejected SugarHouse's challenge to the Board's limitation of its intervention.8 

We ruled that, because SugarHouse had a "substantial, direct, and immediate" interest 

6 Our Court has exclusive appellate jurisdiction over appeals from "any final order, 

determination or decision of the board involving the approval, issuance, denial or 

conditioning of a slot machine license or the award, denial or conditioning of a table 

game operation certificate." 4 Pa.C.S. § 1204. 

4 Pa.C.S. § 1102(5). 

8 Our standard of review in these matters requires our Court to 

affirm all final orders, determinations or decisions of the 

board involving the approval, issuance, denial or 

conditioning of a slot machine license or the award, denial or 

conditioning of a table game operation certificate unless it 

shall find that the board committed an error of law or that the 

order, determination or decision of the board was arbitrary 

and there was a capricious disregard of the evidence. 

4 Pa.C.S. § 1204. 

[J-133-2016 and J-134-2016] - 5 
in the outcome of the licensing proceedings greater than that held by the general public 

at large - namely, suffering possible financial detriment from the improper granting of a 

license to a competitor if the Board did not adequately weigh the statutory requirement 

that it consider the prospect of market saturation in its award of the second license, and 

because none of the other parties were pursuing this issue before the Board - 

SugarHouse was properly granted intervention in the licensing proceedings by the 

Board under its regulations governing intervention. See SugarHouse I, 136 A.3d at 470; 

see also 58 Pa. Code § 441a.7(z)(2) ("A person may file a petition to intervene [in a 

licensing hearing for a slot machine license] if the person has an interest in the 

proceeding which is substantial, direct and immediate and if the interest is not 

adequately represented in a licensing hearing."). However, SugarHouse did not present 

any argument in its brief to our Court on that issue. SugarHouse I, 136 A.3d at 470. 

By contrast, regarding SugarHouse's other issues, because they were raised and 

pursued by the other parties before the Board, and since the Board also received 

evidence on these questions from its own Bureau of Investigations and Office of 

Enforcement Counsel, we found no legal error, nor any arbitrary or capricious disregard 

of competent evidence by the Board, in denying SugarHouse's intervention as to these 

matters. We further noted that, in any event, Appellant Market East had raised the 

same challenges in its petition for review and continued to argue them in its appellate 

brief, rendering SugarHouse's arguments duplicative; hence, for all of these reasons, 

our Court did not address the other issues raised by SugarHouse. 

Addressing the issues Market East raised on appeal, we first rejected its claim 

that the Board failed to consider and explicitly analyze certain evidentiary factors, which 

it averred established that the award of the license to Stadium would result in undue 

[J-133-2016 and J-134-2016] - 6 
concentration of economic opportunities in violation of Section 1102(5). We, therefore, 

affirmed the Board's ruling on this issue. Id. at 474-75. 

Our Court next considered the question of whether Stadium was eligible to apply 

for a Category 2 license under Section 1304 of the Gaming Act which provides, in 

relevant part: "A person may be eligible to apply for a Category 2 license if the 

applicant, its affiliate, intermediary, subsidiary or holding company is not otherwise 

eligible to apply for a Category 1 license." 4 Pa.C.S. § 1304(a)(1). Market East 

contended that Stadium was disqualified under this section because its affiliate, 

Manoukian, was, at the time of Stadium's application, "eligible to apply for a Category 1 

license," due to the fact he had an 85% ownership interest in an entity known as 

Greenwood Racing ("Greenwood"), which is the parent company of Category 1 license 

holder Parx Casino. 

The crux of Market East's argument in this regard was that, because a Category 

1 license holder had to reapply for the renewal of that license prior to its expiration, both 

it, and any of its affiliates, must be deemed eligible to apply for the license as if they 

were applying for it the very first time. We rejected this claim based on the Gaming 

Act's differing requirements for the issuance of a slot license and the renewal of said 

license, as well as the Act's definition of applicant. SugarHouse I, 136 A.3d at 478 

(citing 4 Pa.C.S. §§ 1103, 1325(a), 1326(a)). However, we noted that these statutory 

provisions did not establish the eligibility requirements to apply for a Category 1 license; 

rather, those requirements are set forth in Section 1302 of the Gaming Act.9 

Noting that Section 1302, by its terms, does not disqualify a Category 1 licensee 

or any of its affiliates from applying for another Category 1 license for a separate 

racetrack facility, we recognized that Manoukian, even though an affiliate of a Category 

9 4 Pa.C.S. § 1302, set forth in full infra. 

[J-133-2016 and J-134-2016] - 7 
1 license holder Parx Casino, was, nevertheless, potentially eligible to apply for another 

Category 1 license for another racetrack facility in the Commonwealth. Due to the fact 

that such eligibility would arguably trigger disqualification for the issuance of a Category 

2 license under the prohibitory language of Section 1304(a)(1), and because we agreed 

with Market East's contention that the Board did not sufficiently explain its consideration 

of this statutory provision in its Adjudication, we remanded the matter to the Board to 

address, in the first instance, whether Manoukian was, in fact, eligible to apply for a 

Category 1 license at the time of Stadium's application. SugarHouse I, 136 A.3d at 478. 

Our Court next examined Market East's contention that Stadium's proposed postlicensure ownership structurel° violated Section 1330 of the Gaming Act, which states: 

No slot machine licensee, its affiliate, intermediary, 

subsidiary or holding company may possess an ownership 

or financial interest that is greater than 33.3% of another slot 

machine licensee or person eligible to apply for a Category 1 license, its affiliate, intermediary, subsidiary or holding 

company. 

* * * 

No such slot machine license applicant shall be issued a slot 

machine license until the applicant has completely divested 

its ownership or financial interest that is in excess of 33.3% 

in another slot machine licensee or person eligible to apply 

for a Category 1 license, its affiliate, intermediary, subsidiary 

or holding company. 

1° Under this structure, described in Sugarhouse I, Stadium will be owned in equal 

shares by two limited liability corporations: Stadium Casino Investors and Stadium 

Casino Baltimore Investors. 66% of Stadium Casino Investors will, in turn, be owned by 

Greenwood and 34% by an entity known as the Sterling Investors Trust, an irrevocable 

trust created by Manoukian. Sterling Fiduciary Services, Inc. ("Sterling Fiduciary"), a 

limited liability corporation, is the trustee of Sterling Investors Trust. Post-licensure, 

Manoukian will own 28% of the shares of Sterling Fiduciary, with the other 72% of the 

shares held by other members of his family. Sugarhouse I, 136 A.3d at 464-65. Three 

of Manoukian's family members, their spouses, and their children are the designated 

beneficiaries of the Trust; however, Manoukian is not. Supplemental Adjudication, 

6/23/16, at 10-11. 

[J-133-2016 and J-134-2016] - 8 
4 Pa.C.S. § 1330. 

Market East argued that the Board engaged in no meaningful analysis in its 

Adjudication of whether Manoukian's interests in Stadium, through his interests in 

Sterling Fiduciary, violated the requirements of Section 1330. Market East took the 

position that, because Manoukian's family members held all of the ownership shares in 

Sterling Fiduciary not owned by Manoukian, Manoukian's business ally occupied all of 

the corporate officer positions of Sterling Fiduciary, and because Manoukian pledged an 

"equity infusion" of $34 millionl 1 to Sterling Investors Trust, which would be used as 

capital by Stadium, this raised the question of whether the trust was being used by 

Manoukian to evade the requirements of Section 1330 by making it appear that his total 

interest in Stadium through Sterling Fiduciary and Greenwood was below the 33.3% 

limit imposed by that Section. Because Section 1330 expressly permits a license 

applicant to divest any ownership or financial interest prior to the issuance of a license 

in order to comply with this statute, we agreed with the Board that the relevant 

ownership structure of a Category 2 license applicant was that which the applicant 

would have post-licensure. 

Although our Court found no fault with the Board's calculation of Manoukian's 

ultimate ownership interests in Stadium through Sterling Financial under Section 1330, 

we noted that the language of this section additionally required the Board to examine 

the percentage of "the financial interest that an existing license holder will possess in a 

licensee after the license is issued." SugarHouse I, 136 A.3d at 481 (emphasis original 

and footnote omitted). Market East argued to our Court that the Board's Adjudication 

11 The Board describes this equity infusion as being "provided from Watche 

Manoukian's personal funds," but, as discussed infra, the Board does not specify how 

this money would be transferred from Manoukian to the trust, e.g., by loan or gift. 

Supplemental Adjudication, 6/23/16, at 10. 

[J-133-2016 and J-134-2016] - 9 
did not sufficiently support its apparent conclusion that Manoukian's financial interest in 

Stadium was also within the 33.3% limit of Section 1330,12 and Market East further 

highlighted in its confidential brief to our Court its concerns over the equity infusion 

pledged by Manoukian to Sterling Investors Trust, which will, in turn, be used by the 

trust to purchase an interest in Stadium. Because the Board's Adjudication did not 

address these matters, we remanded to the Board to explicate whether Manoukian, 

post-licensure, would possess a financial interest in Stadium which exceeds that 

section's 33.3% limit on financial interests. SugarHouse I, 136 A.3d at 481. Due to the 

fact that the definition of financial interest as used in Section 1330 was integral to the 

Board's consideration of this issue, we additionally directed the Board, as the 

administrative agency charged with interpreting the Gaming Act, to articulate how it 

defined that term. Id. at 481 n.30. 

We, thus, affirmed in part, and vacated in part, the Board's order of November 

18, 2014, and issued both a public remand order and a separate sealed version of that 

order to protect certain confidential personal information provided to the Board which is 

not a matter of public record. Both versions of the remand order directed the Board to 

conduct "further proceedings" to address the two matters discussed above.13 

12 See Market East Brief (Public Version) in SugarHouse I at 17 ("[T]he Board offered 

no substantive support for its apparent conclusion that Manoukian's ownership or 

financial interest in Stadium passes muster under section 1330, instead mostly 

relegating the issue to footnotes to the Adjudication." (emphasis added)). 

13 The public order stated in full: 

AND NOW, this 29th day of March, 2016, for the reasons 

expressed in the accompanying Opinion, the Order of the 

Gaming Control Board Court is hereby AFFIRMED in part, 

VACATED in part, and the matter is REMANDED for further 

proceedings on the following issues. First, regarding the 

question of the eligibility of Stadium Casino, LLC ("Stadium") 

to apply for a Category 2 slot machine license under 4 

Pa.C.S. § 1304(a), the Board is directed to consider whether 

Watche Manoukian, as an affiliate of Stadium, was eligible 

(continued...) 

[J-133-2016 and J-134-2016] - 10 
On June 8, 2016, the certified record in this case was remanded to the Board. 

Thereafter, on June 23, 2016, the Board issued a Supplemental Adjudication in which it 

determined "that adequate factual basis exists within the record of the proceedings 

before it, as well as within official records of the Board, to address [the remanded] 

issues. As such, an additional hearing for the purpose of taking further evidence is not 

necessary." Supplemental Adjudication, 6/23/16, at 4-5. Based on the extensive 

evidentiary record, which had been previously developed during the licensing 

proceedings, its prior 2014 Adjudication, and its taking of judicial notice of matters 

published in the Pennsylvania Bulletin,14 the Board first found that neither Manoukian, 

nor any other affiliate, intermediary, or holding company of Stadium was otherwise 

eligible to apply for a Category 1 slot machine license, and, consequently, that Section 

1304 would not be violated by the issuance of a Category 2 license to Stadium. 

Second, the Board elucidated its definition of what it considered to be a financial interest 

under Section 1330, and found that, under that definition, Manoukian will not have a 

(... continued) 

to apply for a Category 1 slot machine license at the time 

Stadium applied for the Category 2 slot machine license 

which is the subject of this appeal. Second, the Board is 

directed to consider whether the financial interest, if any, 

Manoukian may have in Stadium due to certain financial 

transactions and commitments of financial support he made 

during the application process violates the prohibitions in 4 

Pa.C.S. § 1330. Specifically, the Board should consider 

whether Manoukian, by virtue of his pledged commitment to 

{redacted} or through any other financial transaction, would 

possess, post-licensure, a financial interest in Stadium in 

excess of the 33.3% threshold established by Section 1330. 

SugarHouse I, 136 A.3d 457 (Pa. 2016) (public order). 

14 See Riverwalk Casino, LP v. Pennsylvania Gaming Control Board, 926 A.2d 926, 

935 (Pa. 2007) (observing that "the Gaming Board serves as a quasi-judicial body with 

fact-finding and deliberative responsibilities."). 

[J-133-2016 and J-134-2016] - 11 
financial interest in Stadium, post-licensure, greater than 33.3%.15 The Board, thus 

concluded, based on its prior Adjudication, that its November 18, 2014 order awarding 

the Category 2 license to Stadium was "supported by the extensive evidentiary record 

and consistent with the relevant provisions of the Gaming Act." Id. at 23. 

The same day the Board issued its Supplemental Adjudication, SugarHouse filed 

a petition to intervene with the Board, requesting that it be granted "full party status as 

an Intervener in the proceedings on remand." SugarHouse Petition to Intervene, 

6/23/16, at 1. SugarHouse sought to "raise and present . . . matters" pertaining to the 

questions that we directed the Board to answer on remand. Id. at 4. As per the Board's 

rules of procedure, Sugarhouse's petition to intervene was referred to the Board's Office 

of Hearings and Appeals ("OHA"), to which, as explained more fully herein, the Board 

has assigned responsibility for the disposition of "all matters, except for hearings under 

§ 441a.7 (relating to licensing hearings for slot machine licenses)." 58 Pa. Code § 

491a.8. 

On June 29, 2016, a Board hearing officer returned the petition by mail to 

counsel of record for SugarHouse, along with the accompanying explanatory letter: 

We are returning the Petition and marking the proceeding 

where it was docketed (OHA Docket No. 4745-2016) closed. 

Upon review of the Petition, it was determined that the relief 

sought ("the right to intervene and participate in the 

Proceedings on Remand") could not be granted because, in 

fact, the Board held no additional proceedings on remand as 

it relied upon the existing evidence of record. 

Letter from Board Hearing Officer Kenneth Zielonis, 6/29/16 (emphasis original). 

Thereafter, on July 22, 2016, SugarHouse filed a petition for review in our Court, 

15 The specific rationale of the Board in arriving at these conclusions will be further 

elaborated, infra, in our discussion of the issues we are addressing in this appeal. 

[J-133-2016 and J-134-2016] - 12 
docketed at 124 EM 2016, and Market East subsequently filed a petition for review, 

docketed at 125 EM 2016, on July 27, 2016. 

In response to SugarHouse's petition, the Board filed an application for relief with 

our Court, asserting that SugarHouse's petition should be "quashed and dismissed, 

inasmuch as our Court, in SugarHouse I, previously upheld the Board's limitation of 

SugarHouse's intervention in the licensing process to the subject of market saturation. 

Board Application for Relief, 8/12/16, at 1. After SugarHouse filed an answer to the 

application, our Court entered an order deferring action on the application and directing 

the parties to address this question in their respective briefs. See SugarHouse HSP 

Gaming v. Pa. Gaming Control Board, 124 EM 2016 (Pa. filed Sept, 13, 2016) (order). 

II. Analysis 

SugarHouse and Market East raise the following issues in their briefs: 

Appeal of SugarHouse at 124 EM 2016, J-133-2016:16 

1. Did the Board err as a matter of law, or at the very least 

act arbitrarily and with a capricious disregard of the 

evidence, when it failed to even consider, much less grant, 

SugarHouse's pending Petition to Intervene on Remand 

before issuing the Supplemental Adjudication? 

2. Did the Board err as a matter of law, or at the very least 

act arbitrarily and with a capricious disregard of the 

evidence, when it denied SugarHouse due process by failing 

to give it notice and an opportunity to be heard before 

issuing the Supplemental Adjudication? 

3 Did the Board err as a matter of law, or at the very least 

act arbitrarily and with a capricious disregard of the 

evidence, in issuing its Supplemental Adjudication when it 

failed to comply with this Court's March 29, 2016 Remand 

Order? 

16 These issues have been reordered for ease of consideration. 

[J-133-2016 and J-134-2016] - 13 
4. Did the Board err as a matter of law, or at the very least 

act arbitrarily and with a capricious disregard of the 

evidence, when it issued its Supplemental Adjudication in 

violation of the Pennsylvania Sunshine Act? 

SugarHouse Brief (J-133-2016) (Public Version) at 5-6. 

Appeal of MarketEast 125 EM 2016, J-134-2016: 

1. Did the Board commit an error of law in confirming its 

award of the License to Stadium without actually conducting 

further proceedings as specifically directed by this Court's 

March 29, 2016 Order vacating in part the Board's original 

order granting the License to Stadium? 

2. Did the Board commit an error of law in confirming its 

award of the License to Stadium because granting the 

license to Stadium violates Section 1330 of the Gaming Act, 

4 Pa.C.S. § 1330, which prohibits a slot machine licensee, 

its affiliate, intermediary, subsidiary, or holding company 

from possessing an ownership or financial interest greater 

than 33.3% of another slot machine licensee or person 

eligible to apply for a Category 1 license, its affiliate, 

intermediary, subsidiary, or holding company, and by 

adopting an impermissibly narrow definition of what 

constitutes a "financial interest" under this section of the 

Gaming Act with respect to Watche Manoukian? 

3. Did the Board commit an error of law in confirming its 

award of the License to Stadium even though granting the 

License to Stadium violates Section 1304(a)(1) of the 

Gaming Act, 4 Pa.C.S. § 1304(a)(1), which makes Stadium 

ineligible for a Category 2 license because an entity is only 

eligible to apply for a Category 2 license if the applicant, its 

affiliate, intermediary, subsidiary or holding company is not 

otherwise eligible to apply for a Category 1 license? 

Market East Brief (J-134-2016) (Public Version) at 9-10.17 

17 Stadium, as a party to the licensing proceedings below, has intervened in this appeal 

as a matter of right and has filed a brief in support of the Board's Supplemental 

Adjudication. See Pa.R.A.P. 1531 ("A party to a proceeding before a government unit 

that resulted in a quasijudicial order may intervene as of right in a proceeding under this 

chapter relating to such order by filing a notice of intervention (with proof of service on 

(continued...) 

[J-133-2016 and J-134-2016] - 14 
A. Appeal of SugarHouse at 124 EM 2016, J-133-2016 

We first consider the contentions of the Board that SugarHouse's appeal should 

be quashed or dismissed, which we directed the parties to brief. 

1. Waiver. 

The Board first argues that SugarHouse has waived any right to appeal due to 

the fact that it failed to exhaust its administrative remedies before the Board prior to the 

filing its petition for review. The Board contends that, under the Administrative Code, 

which supplements the Board's regulations, whenever a subordinate to the agency 

head takes an action pursuant to his or her delegated authority, the affected party has 

10 days to file a petition seeking review from the agency head. Because the OHA 

hearing officer returned the petition to intervene to SugarHouse, and as SugarHouse did 

not seek further review of this action with the Board, it has waived all of its appellate 

arguments in the current appeal. 

SugarHouse responds by averring that the Board's argument "misses the mark." 

SugarHouse Reply Brief (J-133-2016) (Public Version) at 24. In SugarHouse's view, 

because the Hearing Officer did not address its intervention petition, but simply rejected 

and returned the petition, it was performing a mere "ministerial action" at the Board's 

direction in the capacity of a surrogate; hence, it posits that the act of the Hearing 

Officer is attributable to the Board and, thus, is required to be appealed directly to this 

Court. However, according to SugarHouse, if the Hearing Officer was acting of his own 

initiative and without authorization from the Board, then his purported rejection of the 

appeal is a nullity, and the Board's decision is immediately appealable. 

(... continued) 

all parties to the matter) with the prothonotary of the appellate court within 30 days after 

notice of the filing of the petition for review."). 

[J-133-2016 and J-134-2016] - 15 
A claim that appellate issues are waived for failing to raise them in the first 

instance with the Board involves a question of law, and, thus, our standard of review is 

de novo. Pocono Manor Investors, LP v. Pennsylvania Gaming Control Board, 927 

A.2d 209, 216 (Pa. 2007). The Board's argument implicates the concept of "Dilliplaine 

waiver," a doctrine arising from our seminal case of Dilliplaine Valley v. Lehigh County 

Trust, 322 A.2d 114 (Pa. 1974), wherein our Court abrogated the prior and longstanding jurisprudential rule that an appellate court could consider claims of trial court 

error which are "basic and fundamental," even though no timely objection to the alleged 

error was made to the trial court. Id. at 216-17. Informing our decision to abrogate this 

rule, we identified two principal benefits of requiring objections to be preserved through 

initial presentation to a lower tribunal: (1) a timely objection made to the trial court gives 

that court the opportunity to take immediate corrective action, which promotes efficiency 

in the judicial process by allowing litigants to avoid incurring unnecessary expense and 

delay by being forced to resort to the appellate process; and (2) it offers a predictable 

and neutral standard for appellate review of claims of trial court error which is applicable 

to all cases, unlike the former standard which was inconsistently applied by appellate 

courts on a case by case basis. Id. at 117. 

Thereafter, our Court applied the rationale of Dilliplaine to administrative 

proceedings and ruled that a claim could be waived for purposes of appellate review for 

failure to present it to the administrative tribunal which rendered a final decision in the 

matter: 

[T]he administrative law tribunal must be given the 

opportunity to correct its errors as early as possible; diligent 

preparation and effective advocacy before the tribunal must 

be encouraged by requiring the parties to develop complete 

records and advance all legal theories; and the finality of the 

lower tribunals' determinations must not be eroded by 

treating each determination as part of a sequence of 

piecemeal adjudications. 

[J-133-2016 and J-134-2016] - 16 
Wing v. Commonwealth Unemployment Compensation Board of Review, 436 A.2d 179, 

181 (Pa. 1981). These precepts have been codified in Rule 1551 of the Pennsylvania 

Rules of Appellate Procedure governing petitions for review from administrative 

tribunals, which provides, in relevant part: 

(a) Appellate jurisdiction petitions for review. Review of 

quasijudicial orders shall be conducted by the court on the 

record made before the government unit. No question shall 

be heard or considered by the court which was not raised 

before the government unit except: 

(1) Questions involving the validity of a statute. 

(2) Questions involving the jurisdiction of the government 

unit over the subject matter of the adjudication. 

(3) Questions which the court is satisfied that the petitioner 

could not by the exercise of due diligence have raised before 

the government unit . . . . Pa.R.A.P. 1551(a). 

Subsequently, however, our Court specified that waiver of a particular issue for 

failure to raise it before an administrative tribunal is not required by Dilliplaine itself; 

rather, Dilliplaine merely permits an administrative agency to adopt an issue 

preservation requirement through its own rules of procedure. Goods v. Pennsylvania 

Board of Probation and Parole, 912 A.2d 226, 235-36 (Pa. 2006). As a result, only if a 

statute or an administrative tribunal's rules of procedure afford the opportunity for an 

issue to be presented to the tribunal so that it may render a decision on it, and also 

provide notice that an issue will be waived for failure to properly raise and preserve it in 

a manner specified by those rules, will waiver under Dilliplaine be appropriate. Id. at 

236; Pocono Manor, 927 A.2d at 240. 

Consistent with these principles, our Court has previously declined to find 

appellate waiver of issues for failure to raise them first with the Board, whenever the 

Board's rules of procedure did not provide a mechanism for those issues to be 

[J-133-2016 and J-134-2016] - 17 
presented to it so that the Board could rule on the issues in the first instance, or 

assurances that the Board would consider the issue if a party undertook certain steps to 

present claims of error to the Board. See Station Square Gaming v. Pennsylvania 

Gaming Control Board, 927 A.2d 232 (Pa. 2007); Pocono Manor. 

In the case sub judice, the Board's validly promulgated and adopted rules of 

procedure provided a mechanism by which SugarHouse could have raised with the 

Board all issues relating to the alleged impropriety of the Hearing Officer's denial of its 

petition to intervene.18 Specifically, the Board has adopted a regulation specifying that 

"[u]nless the Board hears the matter directly, all matters, except for hearings under § 

441a.7 (relating to licensing hearings for slot machine licenses), will be assigned to the 

OHA." 58 Pa. Code § 491a.8; 58 Pa. Code § 491a.2. (defining OHA as "[a] division of 

the Board charged with administrating and conducting hearings or other matters as the 

Board may direct." (emphasis added)). In this case, the Board conducted no new 

licensing hearing in this matter on remand; rather, as indicated above, the Board 

prepared a Supplemental Adjudication, which was an explanatory opinion setting forth 

the Board's findings of fact and its rationale for portions of its November 18, 2014 order. 

Consequently, under 58 Pa. Code § 491a.8, SugarHouse's petition to intervene in the 

remand proceedings was properly referred to OHA for initial consideration.19 

18 In this respect, we construe the hearing officer's letter to SugarHouse to constitute a 

denial of its petition to intervene. See Hearing Officer Letter, 6/29/16 (Appendix B to 

SugarHouse Brief (J-133-2016) (Public Version)) ("Upon review of the Petition, it was 

determined that the relief sought (`the right to intervene and participate in the 

Proceedings on Remand') could not be granted because, in fact, the Board held no 

additional proceedings on remand as it relied upon the existing evidence of 

record . ."). 

19 SugarHouse contends that its petition to intervene was a petition "to intervene in a 

licensing proceeding" governed by 58 Pa. Code § 441a.7(z)(2). SugarHouse Reply 

Brief (J-133-2016) (Public Version) at 24 n.12. However, that regulation is inapplicable 

since, by its plain terms, it governs only petitions to intervene in licensing hearings, and, 

as indicated, the Board did not conduct a licensing hearing in this matter on remand. 

(continued...) 

[J-133-2016 and J-134-2016] - 18 
Section 35.20 of the Administrative Code, which has not been superseded by 

any Board regulation, and is, thus, applicable to proceedings before the Board, 

delineates a specific course of action which may be taken after the adverse action of a 

hearing officer. See 1 Pa. Code § 35.20 (any action "taken by a subordinate officer 

under authority delegated by the agency head may be appealed to the agency head by 

filing a petition within 10 days after service of notice of the action." (emphasis added)). 

The Administrative Code further defines "agency head" as "[t]he secretary of a 

department, a quorum of an authority or departmental administrative board or 

commission or independent board or commission, or another officer or group of officers 

whose action with respect to a matter pending before the agency exhausts opportunity 

for administrative review within the agency and constitutes the action of the 

administrative agency for the purposes of Pa. Constitution. art. V, § 9." 1 Pa. Code 

§ 31.3 (emphasis added). Thus, these regulatory provisions afforded a means for 

SugarHouse to request that the Board review the decision of its hearing officer. 

However, critically, there is nothing in the Board's regulations or in the 

Administrative Code which provides notice to a litigant pursuing matters before the 

Board that it must follow these procedural steps and present all alleged claims of error 

by a hearing officer to the Board in order to preserve such claims for appeal. As 

discussed above, our Court indicated in Goods that notice of such waiver of appellate 

issues for failing to follow specified agency procedures governing presentation of the 

issue to the agency for consideration is a fundamental requirement which must be 

included in an agency's regulatory framework in order for waiver to be appropriate 

(... continued) 

See 58 Pa. Code § 441a.7(z) ("This subsection pertains exclusively to intervention in a 

licensing hearing for a slot machine license under this section and is not applicable to 

other hearings before the Board."). 

[J-133-2016 and J-134-2016] - 19 
under Dilliplaine. Thus, as the Board's regulations did not clearly inform a litigant in 

SugarHouse's position that failure to appeal an adverse decision of a hearing officer to 

the Board would result in waiver of its appellate challenges to that decision, we will not 

find its claims waived under these circumstances.2° 

2. Whether SugarHouse may intervene in this appeal. 

The Board next argues that SugarHouse was properly denied the right to 

intervene in the proceedings on remand, and should not be permitted to intervene in this 

appeal, due to the fact that our Court previously upheld the Board's decision to limit 

SugarHouse's intervention to the question of market saturation, and because that issue 

was finally disposed of in SugarHouse I. The Board contends that the remand of a case 

does not start the case anew and give litigants the opportunity to relitigate issues which 

have been previously decided by the appellate court. Consequently, in the Board's 

view, because our Court affirmed the decision of the Board denying SugarHouse 

intervention on the issues which we remanded to the Board, SugarHouse had no right 

to intervene in the proceedings on remand or to appeal any portion of the Board's 

decision. 

SugarHouse again claims that it was permitted to seek intervention under 58 Pa. 

Code § 441a.7(z)(2). SugarHouse does not contest that this Court in SugarHouse I 

upheld the Board's determination that it was not entitled to intervene on any issue other 

than market saturation; however, it contends that decision was not determinative of its 

right to intervene in the proceedings on remand. SugarHouse argues that the prior 

denial of its intervention was based on the fact that other parties and the Board's Office 

of Enforcement Counsel were representing its interests in proceedings before the 

20 We do not mean to suggest that the Board could not validly adopt such a regulation, 

merely that it has not done so at present. 

[J-133-2016 and J-134-2016] - 20 
Board. Presently, it maintains that no other party was representing its interests on 

remand since Market East did not participate in those proceedings, and there is no 

indication that the Office of Enforcement Counsel participated in those proceedings. 

According to SugarHouse, because it continues to have an interest in the outcome of 

the proceedings greater than that of the general public, due to its status as the other 

Category 2 license holder in the City of Philadelphia, and because there was no other 

party adequately representing its interests, or which would have presented the same 

arguments it would have made, the Board should have permitted it to intervene on 

remand, and, for the same reasons, it presently should be permitted to intervene in this 

appeal. 

The question of whether a person or entity which is not a party to proceedings 

below may intervene in an appeal to our Court is a question of law, which we review de 

novo. Society Hill Civic Association v. Pennsylvania Gaming Control Board, 928 A.2d 

175, 178 (Pa. 2007). First, we reject SugarHouse's argument that 58 Pa. Code § 

441a.7(z)(2) governs the question of whether the Board should have permitted it to 

intervene on remand. As we have already discussed, the proceedings on remand were 

not a licensing hearing. See supra note 19. The licensing hearing in this matter was 

held November 18, 2014, at which the Board voted 7-0 to award the Category 2 license 

to Stadium. The Board conducted no new licensing hearing on remand. 

Moreover, and importantly, when SugarHouse filed its initial petition to intervene 

prior to the Board's holding of suitability hearings for the various applicants, it 

specifically claimed that Stadium's affiliates such as Manoukian were ineligible to 

receive the Category 2 license under Sections 1304 and Section 1330 of the Gaming 

Act. The Board denied it intervention as to those claims. Because SugarHouse was 

not a party to the proceedings below, and because of our affirmance of the Board's 

[J-133-2016 and J-134-2016] - 21 
denial of its intervention, we did not consider SugarHouse's arguments to our Court 

concerning whether the Board's grant of a license to Stadium violated Sections 1304 

and 1330. SugarHouse I, 136 A.3d at 470. Our ruling, therefore, finally adjudicated the 

question of SugarHouse's right to intervene in this case on issues involving whether 

Manoukian was in compliance with these statutory provisions, and, thus, established the 

"law of the case" with respect thereto: SugarHouse has no right of intervention with 

respect to these matters. Commonwealth v. Yarris, 731 A.2d 581, 586 (Pa. 1999) (prior 

legal conclusion of our Court on issue becomes law of the case).21 

Inasmuch as the remand proceedings before the Board were restricted to 

requiring the Board to further explain its rationale for its prior determination that the 

award of the license to Stadium comported with Sections 1304 and 1330, the Board 

was bound by our ruling, under the law of the case doctrine, to deny SugarHouse 

intervention on these matters. Riccio v. American Republic Insurance Company, 705 

A.2d 422, 425 (Pa. 1997) (pursuant to the law of the case doctrine, "a court involved in 

the later phases of a litigated matter should not reopen questions decided by another 

judge of the same court or by a higher court in the earlier phases of the matter").22 For 

21 We have not applied this doctrine inflexibly, and so we will not apply it "in exceptional 

circumstances such as where there has been an intervening change in the controlling 

law, a substantial change in the facts or evidence giving rise to the dispute in the matter, 

or where the prior holding was clearly erroneous and would create a manifest injustice if 

followed." Commonwealth v. Starr, 664 A.2d 1326, 1332 (Pa. 1995). None of these 

circumstances are present in the instant matter. 

22 Although our Court has articulated the law of the case doctrine in the context of a 

parallel relationship between trial courts, or the hierarchal relationship between 

appellate and trial courts, given that an administrative tribunal performs similar 

adjudicative functions as trial courts, and is similarly bound to follow the directives of an 

appellate court on remand, we consider this doctrine to be equally applicable in 

administrative proceedings, as is already the practice in the federal court system. See, 

e.g., Wilder v. Apfel, 153 F.3d 799 (7th Cir. 1998) ("The law of the case doctrine, which 

requires 'the trial court to conform any further proceeding on remand to the principles 

set forth in the appellate opinion unless there is a compelling reason to depart,' is 

(continued...) 

[J-133-2016 and J-134-2016] - 22 
that reason, we dismiss SugarHouse's petition for review with respect to its challenge to 

the Board's Supplemental Adjudication concerning Manoukian's compliance with 

Sections 1304 and 1330 of the Gaming Act.23 24 

(... continued) 

applicable to judicial review of administrative decisions. It requires the administrative 

agency, on remand from a court, to conform its further proceedings in the case to the 

principles set forth in the judicial decision, unless there is a compelling reason to 

depart."(internal citations omitted)); Grigsby v. Barnhart, 294 F.3d 1215 (10th Cir. 2002) 

(same). 

23 We reject SugarHouse's argument that the denial of its renewed request for 

intervention somehow constitutes a denial of its due process rights. As our Court has 

previously emphasized, "[t]he applicability of the constitutional guarantee of procedural 

due process depends in the first instance on the presence of a legitimate 'property' or 

`liberty' interest within the meaning of the Fifth or Fourteenth Amendment." Sweeney v. Tucker, 375 A.2d 698, 712 (Pa. 1977). There is unquestionably no liberty interest at 

stake here in these proceedings, and, as the Board argues, SugarHouse has no 

legitimate property interest at stake here which would trigger the procedural protections 

of the due process clause. SugarHouse has been awarded a Category 2 slot machine, 

and these proceedings do not call into question the viability of that license. Moreover, 

the Gaming Act did not vest in SugarHouse an exclusive right to be the only Category 2 

license holder in Philadelphia. To the contrary, the Gaming Act specifically 

contemplates the award of an additional Category 2 license; thus, SugarHouse has no 

protected interest in being the sole license holder in the City of Philadelphia. 

To the extent that SugarHouse claims a right to intervene at present based on 

our Court's recognition that it met the first criteria to establish its right to intervene in the 

previous licensing proceedings under 58 Pa. Code § 441a.7(z)(2), that claim is 

baseless. This regulation does not confer on SugarHouse the unqualified right to 

intervene, but rather clearly specifies that intervention is "within the sole discretion of the 

Board." Id. (emphasis added). The regulation also requires that SugarHouse 

demonstrate that its interests would not be "adequately represented in [the] licensing 

hearing." Id. The Board found that SugarHouse's interests were adequately 

represented by the Board and other licensing applicants who were parties to the 

proceeding, and our Court affirmed the Board's decision as a valid exercise of its 

discretion. Merely because SugarHouse received an adverse decision by the Board 

and our Court on this point does not mean it was denied due process. 

Likewise, there is no denial of due process in our ruling that SugarHouse was not 

entitled to intervention in the remand proceedings under the application of the law of the 

case doctrine. SugarHouse had a full and fair opportunity in the prior proceedings to 

present its legal arguments, and any supporting factual evidence, to the Board to 

demonstrate that it was entitled to intervention on questions relating to Stadium's 

compliance with Sections 1304 and 1330. SugarHouse also had the full and fair 

opportunity to appeal the Board's decision to deny it intervention, and to argue to our 

(continued...) 

[J-133-2016 and J-134-2016] - 23 
B. Appeal of MarketEast at 125 EM 2016, J-134-2016 

1. Board compliance with remand order. 

We turn now to the issues raised by Market East. Market East first contends that 

the Board misinterpreted, or otherwise failed to comply with, the terms of our remand 

order, by issuing a Supplemental Adjudication rather than conducting a formal hearing 

after the matter was returned to it for further proceedings. Market East asserts that the 

Board's review of the existing evidentiary record and issuance of the Supplemental 

Adjudication did not constitute "further proceedings" within the meaning of those terms 

as used in our remand order. It proffers that the term "proceedings" should be strictly 

interpreted in accordance with one of its enumerated definitions in Black's Law 

Dictionary, namely as "[t]he business conducted by a court or other official body; a 

hearing." Market East Brief (J-134-2016) (Public Version) at 20. Thus, in its view, the 

Board was required by our Court's order to conduct a formal hearing and allow it to 

present new evidence and argument with respect to these matters. 

Additionally, Market East claims that the Board also failed to comply with our 

Court's remand order by failing to address in its Supplemental Adjudication whether 

Manoukian acquired a financial interest in Stadium through specific transactions 

(... continued) 

Court that the decision was in error. Application of the law of the case doctrine under 

these circumstances does not deny SugarHouse due process. See, e.g., 16D C.J.S. 

Constitutional Law § 2004 ("The application of the law -of -the -case doctrine on remand 

does not violate due process if a party had an ample opportunity to raise factual issues 

earlier in the litigation."); Federated Mutual Insurance Company v. Anderson, 991 P.2d 

915, 927 (Mont. 1999) (same), abrogated on other grounds by Citizens Awareness 

Network v. Montana Board of Environmental Review, 227 P.3d 583 (Mont. 2010). 

24 Given that we are dismissing SugarHouse's petition for review, we do not address its 

arguments regarding the Board's alleged non-compliance with our remand order. With 

respect to SugarHouse's claim that the Board violated the Sunshine Act, we find that 

this claim is not yet ripe for adjudication, since, as explained infra, we are again 

remanding this case to the Board for further proceedings. Any alleged violation of the 

Sunshine Act by the Board's conduct of those proceedings may be raised at that time. 

[J-133-2016 and J-134-2016] - 24 
enumerated in that remand order, i.e., his proposed equity infusion to Sterling Investors 

Trust and the financial arrangements by which his family members acquired their 

ownership interests in Sterling Fiduciary. 

The Board responds by asserting that, while our remand order was limited in 

scope, in that it directed the Board to consider two narrow issues on remand because 

the Board's disposition of them was not adequately explained in its original Adjudication, 

the order nevertheless granted the Board broad discretion as to what type of proceeding 

it was to conduct after remand. The Board acknowledges that it was obligated to follow 

the specific directives in the remand order, but it points out there was no language in 

that order which directed it to use a particular means of compliance such as conducting 

an evidentiary hearing, or reopening the record to take additional evidence. The Board 

rejects the assertion that there should be a standard definition of these terms when 

used in a remand order from an appellate court, since every case in which a matter is 

remanded to the administrative agency presents unique circumstances, and it is within 

the discretion of the agency to choose what particular action on its part is needed to 

address the issues in accordance with the terms of the appellate court's order. Here, 

the Board contends that "[t]here simply was no need to take further evidence to resolve 

the two limited issues, as neither the law nor facts related to either issue had changed 

since the evidentiary record closed," Board Brief (J-133-2016) at 21, and that the Board 

did what the order required it to do by reviewing the extant evidentiary record, and 

issuing its Supplemental Adjudication to further explain its decision. 

We begin by observing that, although Pa.R.A.P. 2591 requires the court or other 

government unit on remand to "proceed in accordance with the judgment or other order 

of the appellate court," it does not require the court or government unit to utilize any 

specific mode of compliance with a general remand order, such as a trial or evidentiary 

[J-133-2016 and J-134-2016] - 25 
hearing. Consequently, when an appellate court remands for "further proceedings" 

there is no "one size fits all" talismanic definition for those terms which is applicable to 

all cases and situations. It is axiomatic that the facts and procedural history of each 

case as it developed in the lower court or administrative agency will be different when 

considered by an appellate tribunal, and, thus, if that tribunal determines that a remand 

for further proceedings is warranted, the nature of those proceedings will necessarily 

vary depending on the specific circumstances presented by each individual case. See 

Newman Development Group of Pottstown, LLC v. Genuardi's Family Markets, Inc., 52 

A.3d 1233, 1247 (Pa. 2012) (explaining that "remands may encompass a variety of 

proceedings" including remand for an opinion or explanation). 

Thus, every remand order directing that further proceedings be conducted must 

necessarily be examined in conjunction with the opinion of the appellate tribunal and the 

particular facts, circumstances, and procedural history of the case in order to determine 

what the lower court or tribunal is required to do upon return of the case to it. It must be 

emphasized that, when a case is returned to a lower court or administrative agency with 

such a directive, those tribunals have usually already conducted some fact-finding or 

legal analysis in the case and, accordingly, this acquired familiarity with the already 

developed record allows the court or administrative agency considerable discretion to 

choose the specific type of proceedings it will conduct in order to fulfill the purposes for 

which the appellate court has ordered remand. 

As recited above, when this matter was last before our Court, we considered a 

variety of legal challenges to the Board's November 18, 2014 order awarding the 

Category 2 slot machine license to Stadium. The Board's explanation of its reasons for 

entering that order, set forth in its Adjudication issued that same day, was sufficient for 

us to conduct appellate review of all but two of the appellate issues we were asked to 

[J-133-2016 and J-134-2016] - 26 
decide: whether the award of the license violated Sections 1304(a)(1) or 1330 of the 

Gaming Act. 

Because we agreed with Market East's contention in that appeal that the Board's 

Adjudication did not sufficiently articulate its rationale for determining that Stadium's 

post-licensure structure complied with these statutory sections, we remanded to the 

Board for it to conduct "further proceedings" with regard to these two questions so that 

we could engage in proper appellate review of its prior legal conclusion that the award 

of the license did not violate these statutory provisions. We left it to the Board's 

discretion as the finder and trier of fact to determine whether it could sufficiently explain 

its rationale for finding Stadium's post-licensure ownership structure compliant with 

Sections 1304(a)(1) and 1330 based on the extant record before it, or whether it needed 

to take additional evidence to complete its task. While the Board was certainly free 

under our remand order to conduct additional hearings and receive supplementary 

evidentiary submissions if it considered that course of action necessary to comply with 

our directive, there was nothing in our order which compelled it to do so. Therefore, we 

deem the particular proceedings which the Board undertook in response to our order - 

the preparation of a Supplemental Adjudication in which it explains, based on the 

evidentiary record already before it and matters of public record, the reasons supporting 

its prior determination that Stadium complied with these statutory provisions, and, 

correspondingly, why its order awarding Stadium the Category 2 license was supported 

- to be a suitable mode of compliance. 

We also reject Market East's contention that the Board was required under our 

remand order to receive additional factual evidence or argument at a formal hearing in 

order to articulate its definition of the term "financial interest," as used in Section 1330. 

We directed the Board to explain how it interpreted the Gaming Act and its own 

[J-133-2016 and J-134-2016] - 27 
regulations to define this term, which is a purely legal exercise reviewable de novo by 

this Court.25 Accordingly, we reject Market East's contention that the Board failed to 

follow our remand order. 

2. The Board's definition of "financial interest" under Section 1330. 

Next, Market East contends that the Board erred by adopting an excessively 

restrictive definition of the term "financial interest" which is at odds with the commonly 

understood definition of that term. We first recount the Board's explanation in its 

Supplemental Adjudication of how it defines this term. The Board notes that this term is 

not defined in Section 1330; however, it acknowledges that there are two other places in 

the Gaming Act where the term is defined: (1) Section 1201, which establishes the 

membership, composition, and terms of the Board members, and places restrictions on 

the Board and its staff, defines "financial interest" as "[a]n ownership, property, 

leasehold or other beneficial interest in an entity," 4 Pa.C.S. § 1201; and (2) Section 

1512, which restricts the financial interests of "an executive -level public employee, 

public official or party officer, or an immediate family member thereof," describes these 

terms as "[o]wning or holding, or being deemed to hold, debt or equity securities or 

other ownership interest or profits interest," Id. § 1512. The Board considered these 

definitions to be restricted to the statutory sections in which they appear and not to 

apply to the definition of financial interest used in Section 1330. 

In formulating its definition of financial interest applicable to Section 1330, the 

Board recounted that it first examined the language of the sentence in which it was 

used, i.e., "may possess an ownership or financial interest that is greater than 33.3%." 

25 Although we conclude that the Board complied with the directives in our remand 

order, that does not mean, as discussed below, that we agree with its ultimate legal 

conclusion regarding the definition of financial interest under Section 1330 and its use of 

that definition in its analysis of the questions we asked it to resolve. 

[J-133-2016 and J-134-2016] - 28 
Id. § 1330. The Board found that, because this sentence uses the disjunctive "or" to 

distinguish financial interest from ownership interest, this signifies the intent of the 

legislature to have financial interest be distinguishable in meaning from direct 

ownership. The Board next viewed the use of the "greater than 33.3%" language to 

convey the legislature's intent that a financial interest be restricted in meaning "to things 

that are quantifiable, on a percentage basis, up to 100% `of a slot machine licensee." 

Supplemental Adjudication, 6/23/16, at 18. The Board noted that it has previously and 

consistently interpreted "financial interest" to include both "indirect ownership" of a 

casino through other entities and a "profits interest," as both are quantifiable up to 

100%. Supplemental Adjudication, 6/23/16, at 19. 

Consistent with what it perceives to be the General Assembly's intent to have 

some diversification of ownership and control of casinos, but not to preclude large 

lenders who finance the construction of such casinos, and owners of the real estate on 

which casinos are situated, from financing multiple casino construction projects, the 

Board rejected the more traditional and expansive definition of these terms to mean "an 

interest equated with money or its equivalent," which includes things such as "loan 

agreements, leases and security instruments." Id. at 19, n.18 (quoting Black's Law 

Dictionary, [631] [(6th Ed.)]). The Board considers such interests not to be easily 

quantifiable, and, thus does not consider them to be financial interests, "absent some 

unique factual circumstances." Id. 

Although the Board explained what it did not consider to be a financial interest, 

the Board never articulated a definition for this term in the Supplemental Adjudication. 

Even so, the Board proceeded to a putative analysis of Manoukian's financial interests 

in Stadium. The Board first reminded that it had already determined that Manoukian 

had no indirect ownership interest in Stadium in excess of the statutory limit imposed by 

[J-133-2016 and J-134-2016] - 29 
Section 1330. See SugarHouse I, 136 A.3d at 481. The Board then proceeded to 

analyze how the profits from Stadium's operations would be divided under the terms of 

the various operating agreements between the entities which comprised its ownership 

structure. The Board determined that, "[i]dentical to ownership interests, all profits 

generated from the operation of Stadium will be split equally between the entities 

[Stadium Casino Investors] SCI and [Stadium Casino Baltimore Investors] SCBI." 

Supplemental Adjudication, 6/23/16, at 9. 

The Board found that the profit division between the Sterling Investors Trust and 

SCI also paralleled the Sterling Investors Trust's ownership interest in SCI. Thus, as 

the Sterling Investors Trust owns 34% of SCI, under the Board's calculation, it would 

receive 34% of its profits. Because SCI, in turn, owns 50% of Stadium, the Sterling 

Investors Trust, by the Board's calculation, ultimately receives 17% of Stadium's 

profits.26 The remaining percentage of Stadium's profits flow to Greenwood through its 

ownership interest in SCI. Because Greenwood owns 66% of SCI, which in turn owns 

50% of Stadium, Greenwood receives 33% of Stadium's profits.27 

The Board determined, without explanation, that not all of the profits which 

Greenwood receives from Stadium will be retained by Manoukian.28 Nevertheless, the 

Board reasoned that, even if it attributed all of Greenwood's 33% profit interest in 

Stadium to Manoukian, there is no violation of Section 1330 because, by its estimation, 

26 This computation is derived by multiplying these fractional profit interests together, 

(.34)(.50), to give Sterling Investors Trust an aggregate 17% (.17) profit interest in 

Stadium. 

27 This computation was arrived at by the Board in the following fashion: (.66)(.50) = (.33). 

28 The Board determined in its first Adjudication that Manoukian owned 85.84% of 

Greenwood. Adjudication, 11/18/14, at 80. Assuming, as the Board does, that 

Manoukian's profit interest follows his ownership interest, Manoukian's actual profit 

interest in Stadium through Greenwood would seemingly be only 28%: (.8584)(.66)(.50) = .28) 

[J-133-2016 and J-134-2016] - 30 
Manoukian will receive none of the profits realized by the Sterling Investors Trust. The 

Board found that, once Manoukian established the irrevocable trust, he relinquished all 

control over its assets, inasmuch as the complete control of those assets rested with the 

corporate trustee, Sterling Fiduciary, and Manoukian retained only a 28% minority 

interest in that corporation such that he did not control its appointment of officers, 

directors, and employees, nor could he control decisions regarding trust management. 

Additionally, the beneficiaries of the trust were Manoukian's children, and their spouses, 

Supplemental Adjudication, 6/23/16, at 10, and, as set forth above, Manoukian is not 

entitled under the terms of the trust document to receive any proceeds or distributions 

from the trust. 

Market East argues that the Board erred in not utilizing the definition of financial 

interest contained in Sections 1201 and 1512, or the Board's regulation governing the 

financial interests of its members which describes financial interest as "[a]n ownership, 

property, leasehold or other beneficial interest in an entity." 58 Pa. Code § 403a.1. 

Market East proffers that, even though these definitions are broad, they are in accord 

with the common usage of these terms as reflected by the Black's Law Dictionary 

definition the Board recited in the Supplemental Adjudication. Further, in Market East's 

view, the more expansive definitions chosen by the General Assembly for financial 

interest in Sections 1201 and 1512 are evidence of its intent that the term financial 

interest be construed throughout the Gaming Act in accordance with the generally 

accepted meaning of these terms. 

Market East assails the Board's reliance on the quantifiability of an interest as 

determinative, as, in its view, this disregards any financial interest that is not simple to 

calculate. Market East points out that the definition which the Board adopted included 

indirect ownership, even though the use of the disjunctive "or" in Section 1330 - i.e., 

[J-133-2016 and J-134-2016] - 31 
ownership or financial interest - indicated that the legislature did not intend to subsume 

any ownership interest within the definition of financial interest. Market East contends 

that, in any event, other financial interests such as loans are quantifiable up to 100%, 

yet the Board offers no reason why those interests are not included in its definition. 

Market East rejects the Board's conclusion that including loans within the 

definition of financial interest would encompass commercial lenders or holders of real 

estate on which casinos will be built, since Section 1330, by its terms, applies only to a 

"slot machine licensee, its affiliate, intermediary, subsidiary or holding company," which 

typical commercial lenders and holders of casino property would not be. To the 

contrary, according to Market East, Section 1330's restrictions were intended to 

encompass someone who already possesses a casino license from acquiring a financial 

interest in another casino greater than 33.3% so as to guard against monopolization 

and to promote competition. Market East contends that the Board's definition 

undermines this legislative objective. 

Market East avers that the term financial interest must be given its plain meaning 

in analyzing Manoukian's planned financial contributions to Sterling Investors Trust. 

Market East asserts that the proposed equity infusion by Manoukian to the Sterling 

Investors Trust would establish his financial interest in that entity and, in turn, his 

financial interest in Stadium. This interest, it argues, when coupled with his financial 

interest in Stadium through Greenwood, would put Manoukian over the 33.3% limit 

permitted by Section 1330. 

The Board responds by defending its derivation of its definition of financial 

interest under Section 1330 set forth in its Supplemental Adjudication, and it largely 

reiterates in its brief its reasoning set forth in that adjudication for choosing this 

particular definition. It notes, further, though, that our Court recognized in SugarHouse 

[J-133-2016 and J-134-2016] - 32 
I, consistent with prior rulings from our Court, that it, as the administrative agency 

tasked with interpreting and applying this statute, is best suited to furnish a definition of 

these terms. 

Additionally, in support of its interpretation, the Board cites to a regulation it 

promulgated in 2007 to address the multiple slot machine license prohibitions of Section 

1330 - 58 Pa. Code § 441a.17 - though it did not discuss this regulation in its 

Supplemental Adjudication. Specifically, the Board notes that paragraph (j) of this 

regulation states that "[n]othing in this section concerning ownership or financial 

interests applies to contractual interests including those in the nature of management 

contracts, options to purchase exercisable after a license has been issued or leases." 

58 Pa. Code § 441a.17(j). The Board argues that a promissory note, which is a contract 

in support of a loan, would fall within this exclusion. The Board, however, admits that, 

at present, the precise nature of the equity infusion Manoukian will make to Sterling 

Fiduciary is undetermined. See Board Brief at 26 ("The one open issue which remains 

regarding the Sterling Investors Trust is how Manoukian will finance it, by gift or loan."). 

The Board contends that it is therefore "premature to say Stadium is precluded by 

Section 1330 from receiving a license." Id. at 28.29 

Since the parties' contentions focus on the meaning of the term "financial 

interest" as used in Section 1330 of the Gaming Act, we are guided in our review by the 

principles of the Statutory Construction Act, 1 Pa.C.S. §§ 1501 et seq. ("SCA"). The 

paramount objective of our interpretative task under the SCA is to "ascertain and 

effectuate the intention of the General Assembly" in enacting the legislation under 

review. Id. § 1921(a). The polestar indication of the legislature's intent is the plain 

29 Stadium, in its brief filed as Intervenor, aligns itself with the Board on these 

arguments. 

[J-133-2016 and J-134-2016] - 33 
language of the statute. Department of Environmental Protection v. Cumberland Coal, 

102 A.3d 962, 975 (Pa. 2014). Accordingly, when interpreting statutory language, all 

"[w]ords and phrases shall be construed according to rules of grammar and according to 

their common and approved usage." 1 Pa.C.S. § 1903(a). The SCA mandates that, if 

the words of a statute are clear and unambiguous, their plain meaning should not be 

disregarded by a reviewing court "under the pretext of pursuing its spirit." Id. § 1921(b). 

In addition to these principles, the SCA also furnishes certain presumptions of 

which a reviewing court is entitled to avail itself in order to ascertain the intent of our 

legislature, two of which are relevant in this instance: (1) "the General Assembly does 

not intend a result that is absurd, impossible of execution or unreasonable," and (2) "the 

General Assembly intends the entire statute to be effective and certain." Id. § 1922(1), 

(2). Further, since we are considering an administrative agency's interpretation of its 

governing statute, its interpretation will "be given controlling weight unless clearly 

erroneous." Borough of Ellwood City v. Pennsylvania Labor Relations Board, 998 A.2d 

589, 594 (Pa. 2010). Thus, although we accord an administrative agency such as the 

Board substantial deference in construing the laws it is tasked with administering, "we 

need not defer uncritically, particularly if we find that the interpretation is imprudent or 

inconsistent with legislative intent." 500 James Hance Court v. Pennsylvania Prevailing 

Wage Board, 33 A.3d 555, 573 (Pa. 2011). 

Applying these foundational principles to the interpretation of the term "financial 

interest," we first note that the Board is correct that the legislature did not define this 

term as it did in Sections 1201 and 1512 of the Gaming Act. As the parties have 

discussed, those sections define financial interest in terms of an ownership, beneficial, 

or profits interest in another entity. See 4 Pa.C.S. § 1201 (defining "financial interest" as 

"[a]n ownership, property, leasehold or other beneficial interest in an entity"); Id. § 1512 

[J-133-2016 and J-134-2016] - 34 
(defining "financial interest" as "[o]wning or holding, or being deemed to hold, debt or 

equity securities or other ownership interest or profits interest."). Thus, the legislature's 

choice not to use these definitions for financial interest in Section 1330 suggests an 

intent to give this term a different meaning in this statutory section.3° See Fletcher v. 

Pennsylvania Property and Casualty Insurance Guarantee Association, 985 A.2d 678, 

684 (Pa. 2009) ("[W]here a section of a statute contains a given provision, the omission 

of such a provision from a similar section is significant to show a different legislative 

intent."). However, merely because the legislature did not incorporate the definitions 

from Sections 1201 and 1512 into Section 1330, it does not necessarily follow, as the 

Board has concluded, that the legislature intended to have this term construed in a 

circumscribed manner so as to exclude from the definition its ordinary meaning.31 To 

the contrary, as detailed above, a proper interpretation of this term, which on its face is 

unambiguous, must necessarily consider its common and approved usage in the 

English language, which may be determined from its dictionary definition. In re Beyer, 

115 A.3d 835, 839 (Pa. 2015). 

Conventional dictionaries do not define the term "financial interest." 

Nevertheless, Webster's defines "financial" as "pertaining or relating to money matters; 

3° Accordingly, we disagree with Justice Baer that we should import the definition of 

"financial interest" from either Section 1201 or 1512. Indeed, as the discussion in his 

concurrence makes plain, the definitions in those two sections, while similar, address 

different contexts, and contain distinct exclusions. See Concurring Opinion (Baer, J.) at 

3-7. The legislature could have, but did not, include either of these definitions (or their 

related exclusions) in Section 1330. 31 For this reason, we disapprove of the Board's incorporation of an indirect ownership 

interest into its definition of "financial interest," as an indirect ownership interest is 

encompassed within the term "ownership interest." Although we do not disagree that 

the term "financial interest" might naturally be defined as also including an ownership 

interest, as the concurrence also offers, see Concurring Opinion (Baer, J.) at 6-7, the 

legislature, through the use of the terms "ownership or financial interest" in the 

disjunctive context evidences, in our view, its intent for these terms to have separate 

meanings. 

[J-133-2016 and J-134-2016] - 35 
pecuniary." Webster's Unabridged Dictionary of the English Language 719 (2d. ed. 

1998); "Pecuniary" is also understood to mean "[o]f or relating to money." American 

Heritage Dictionary 622 (4th ed. 2001). Further, "interest" is pertinently defined as "[a] 

right, claim or legal share in something." Id. at 445. Thus, a financial interest would be 

any monetary right, claim, or legal share. This is consistent with the Black's Law 

Dictionary definition referenced by the parties. See Black's Law Dictionary 1846 (10th 

ed. 2014) (defining "financial interest" as "[a]n interest involving money or its equivalent; 

esp., an interest in the nature of an investment - Also termed pecuniary interest' 

(emphasis original)). Consequently, applying these ordinary and commonly understood 

meanings to the term "financial interest" as used in Section 1330, we construe Section 

1330 to prohibit a slot machine licensee, or its affiliate, from possessing a legally 

enforceable monetary right or claim against another slot machine licensee, or an 

investment in another slot machine licensee, which exceeds 33.3% of the value of that 

slot machine licensee's financial assets. This definition is therefore broad enough to 

encompass loans from one slot machine licensee to another since, in that situation, the 

licensee which is the lender acquires a monetary right or claim to repayment of the loan 

proceeds from the recipient licensee in accordance with the loan's terms. See also 4 

Pa.C.S. § 1311 (defining financial interest of "agents, employees or persons" in slot 

machine license applicant to include "debtor equity securities" (emphasis added)). 

This definition is consonant with the legislature's stated objective in the Gaming 

Act that it "be implemented in such a manner as to prevent possible monopolization by 

establishing reasonable restrictions on the control of multiple licensed gaming facilities 

in this Commonwealth." Id. § 1102(5). A licensee which is a significant lender or 

investor in multiple other licensees may conceivably acquire a proportional degree of 

influence over those licensees, undermining their ability to effectively compete, and 

[J-133-2016 and J-134-2016] - 36 
fostering monopolistic forces which the legislature sought to avoid through Section 

1330's strict caps on the proportional ownership and financial interest one licensee may 

possess in another licensee. We, therefore, cannot countenance the Board's narrow 

interpretation of financial interest to exclude these type of monetary arrangements. 

We recognize, of course, that our interpretation is contrary to the Board's 

interpretation of the regulation which it promulgated to provide guidance as to the 

meaning of the term "financial interest," 58 Pa. Code § 441a.17(j), since the Board 

views that regulation as excluding contracts associated with a loan such as promissory 

notes. Respectfully, we must conclude that the Board's interpretation of this regulation 

is clearly erroneous, and, thus, we are not required to defer to it. This regulation 

provides: "Nothing in this section concerning ownership or other financial interests 

applies to contractual interests including those in the nature of management contracts, 

options to purchase exercisable after a license has been issued or leases." Id. By 

including promissory notes, which are contracts, within the scope of this regulation, 

despite its lack of explicit reference to such instruments, the Board has interpreted this 

regulation in a manner which could conceivably exclude from the definition of "financial 

interest" a wide variety of contracts entered into by a licensee, not just the limited type 

of specialized service, property rental, or purchase contracts enumerated in the 

regulation. Such an interpretation would absurdly exclude any contract establishing a 

monetary obligation of one slot machine licensee to another from the ambit of Section 

1330. Thus, for instance, any operating agreements between licensees that assign 

gaming revenue from one licensee to another would be regarded as not creating a 

financial interest in the assignee, even if the contract required the obligor licensee to 

pay the assignee 100% of its revenues. 

[J-133-2016 and J-134-2016] - 37 
For all of these reasons, we must reverse the Board's determination of what 

constitutes a financial interest as that term is used in Section 1330 of the Gaming Act. 

Moreover, inasmuch as the Board, by its own admission, has not identified exactly what 

type of equity infusion Manoukian will be making to the Sterling Investors Trust, i.e., a 

loan or gift, nor has the Board identified the nature of the financial transaction by which 

he transferred his ownership interest in Sterling Fiduciary to his family members, we 

must again remand to the Board for it to conclusively determine these matters and to 

correspondingly determine whether either of these transactions will result in Manoukian 

having a financial interest, as we have defined those terms in this opinion, in Stadium 

post -licensing which is in violation of Section 1330.32 

3. Manoukian's eligibility to apply for a Category 1 slot machine license during 

Stadium's application process. 

Finally, we address Market East's argument that the Board erred in its 

determination that Manoukian was not eligible to apply for another additional Category 1 slot machine license in addition to the license he possessed as an affiliate of Parx 

Casino. The Board found that, in order for an individual to be eligible to apply for a 

Category 1 license, Section 1302 of the Gaming Act requires that the applicant have 

been previously issued a horse or harness racing license, and conducted horse or 

harness racing for at least two years at the location where the applicant wants to 

operate a Category 1 licensed facility. The Board noted that, in 2013, in the midst of 

Stadium's application process, there was one remaining Category 1 license available, 

and an entity known as Valley View, which held a harness racing license for a racetrack 

it was seeking to build in Lawrence County, filed an application for that Category 1 

32 Inasmuch as these matters are not of record, it would appear that the Board, on 

remand, must re -open the evidentiary record and develop evidence to answer these 

questions. 

[J-133-2016 and J-134-2016] - 38 
license. Valley View sold its interest in the racetrack project to Endeka Entertainment 

("Endeka") in 2013, and Endeka received the harness racing license previously 

awarded to Valley View. The Board found, based on its previously conducted 

background investigation of Stadium and Manoukian, that neither they, nor any of their 

affiliates, were owners or financiers of, or otherwise involved with, Endeka or Valley 

View. The Board also examined the lists of slot machine and racetrack applicants 

published in the Pennsylvania Bulletin and determined that neither Stadium, nor 

Manoukian, received a new horse or harness racing license during the entirety of the 

time Stadium's application was pending, nor had either applied for such a license. 

Because neither Manoukian, nor Stadium, possessed a horse or harness racing license, 

the Board reasoned that neither was eligible to apply for a Category 1 license during 

this time period. 

Market East argues that the Board is incorrect in its conclusion, because 

Manoukian was already a Category 1 license holder through Greenwood, and, thus, this 

fact indicated that it was presumptively eligible to apply for such a license again. Market 

East also contends that the Board's conclusion rested on the fact that Endeka had 

already applied for the last remaining Category 1 license, and, thus, no licenses were 

available. Nevertheless, Market East avers that the availability of a Category 1 license 

is irrelevant to an applicant's eligibility to apply for such a license. 

The Board responds that the requirements of Section 1302 are clear -a person 

or entity must already possess a horse or harness racing license in order to apply for a 

Category 1 license - and the record indicates that, at the time Stadium applied for its 

Category 2 license, neither Manoukian, nor any other entity or person affiliated with 

Stadium, sought or was issued a new horse or harness racing license. The Board notes 

that Manoukian's current horse racing license is, as are all such licenses, location - 

[J -133-2016 and J-134-2016] - 39 
specific for Greenwood's Parx Casino facility and may not be transferred to a new 

location, and thus, neither Manoukian, nor any other of Greenwood's affiliates, may use 

it to apply for a new Category 1 license. 

Consistent with the intent of the legislature in structuring the Gaming Act to 

prevent control of multiple gaming facilities by one individual or entity, Section 

1304(a)(1) of the Gaming Act excludes from eligibility to apply for a Category 2 license 

any individual or entity which is also "eligible to apply for a Category 1 license." 4 

Pa.C.S. § 1304(a)(1). The eligibility requirements for an individual or entity to apply for 

a Category 1 license are set forth in Section 1302 of the Gaming Act, which provides: 

(a) Eligibility. --A person may be eligible to apply for a 

Category 1 license to place and operate slot machines at a 

licensed racetrack facility if the person: 

(1) has been issued a license from either the 

State Horse Racing Commission or the State 

Harness Racing Commission to conduct 

thoroughbred or harness race meetings 

respectively with pari-mutuel wagering and has 

conducted live horse races for not less than 

two years immediately preceding the effective 

date of this part; 

(2) has been approved or issued a license from 

either the State Horse Racing Commission or 

the State Harness Racing Commission to 

conduct thoroughbred or harness race 

meetings respectively with pari-mutuel 

wagering within 18 months immediately 

preceding the effective date of this part and will 

successfully conduct live racing pursuant to the 

requirements of section 1303 (relating to 

additional Category 1 slot machine license 

requirements); 

(3) has been approved by the State Harness 

Racing Commission, after the effective date of 

this part, to conduct harness race meetings 

with pari-mutuel wagering and will conduct live 

[J-133-2016 and J-134-2016] - 40 
racing pursuant to the requirements of section 

1303; or 

(4) is a successor in interest to persons eligible 

under paragraph (1), (2) or (3) who comply with 

the requirements of section 1328 (relating to 

change in ownership or control of slot machine 

licensee) or is a successor in interest to 

persons otherwise eligible under paragraph (1), 

(2) or (3) but precluded from eligibility under 

the provisions of section 1330. 

Nothing in this part shall be construed to permit the approval 

or issuance of more than one slot machine license at a 

licensed racetrack facility. 

(b) Location. --A Category 1 license may only be issued to 

an eligible person authorizing slot machine operations at the 

particular licensed racetrack facility identified in the 

application. No Category 1 licensed facility shall be located 

within 20 linear miles of another Category 1 licensed facility. 

Id. § 1302. (footnotes omitted). 

We agree with the Board that, under the plain language of these statutory 

provisions, only an individual or entity which has been approved for, or issued a license 

by, the State Racing Commission or the State Harness Racing Commission for a 

particular location is eligible to apply for a Category 1 slot machine license. Having an 

approved or issued horse or harness racing license, is, thus, a necessary predicate 

condition for an individual to be eligible to apply for a Category 1 license. As the record 

supports the Board's determination that neither Manoukian, nor Stadium, nor any of 

their affiliates had been, during the time Stadium's Category 2 license application was 

pending, either approved for or issued a horse or harness racing license for a location 

[J-133-2016 and J-134-2016] - 41 
other than the location covered by the Parx Casino license,33 we must affirm the Board's 

finding that they were ineligible to apply for a Category 1 license under Section 1302.34 

III. Conclusion 

We grant the Board's motion to dismiss SugarHouse's petition for review at 124 

EM 2016, as it was not entitled to intervene in the proceedings on remand.35 In Market 

East's petition for review, at 125 EM 2016, we affirm the Board's adjudication to the 

extent that it determined that Manoukian was not eligible to apply for a Category 1 slot 

machine license at the time of Stadium's application for its Category 2 license. 

However, we reverse the Board's determination of what constitutes a financial interest 

as that term is used in Section 1330, and we remand to the Board for further 

proceedings consistent with this opinion. Specifically, the Board is to determine 

whether, after Stadium's licensure, Watche Manoukian will possess a financial interest 

in Stadium in excess of the 33.3% permitted by Section 1330, either through his 

planned equity infusion to Sterling Investors Trust, or via the transaction by which he 

conveyed his ownership interest in Sterling Fiduciary Services to his family members. 

33 Although the mere fact that Manoukian affiliate Greenwood already possessed a 

harness racing license and Category 1 license for its Parx Casino facility did not 

automatically disqualify Manoukian from holding a Category 1 license for another 

location, conversely, this possession of a Category 1 license for the Parx Casino did 

not, in and of itself, make Manoukian automatically eligible to apply for another category 

1 license for a different location. As the Board notes, harness racing licenses which 

have already been granted are restricted to the specific location for which they were 

issued. See 3 Pa.C.S. § 9314. 

34 In making its determination of whether Manoukian or any of Stadium's affiliates had 

been approved for, or been issued, a horse or harness racing license, the Board was 

entitled to take judicial notice of the proceedings of other administrative agencies as 

published in the Pennsylvania Bulletin. See 45 Pa.C.S. § 506 (specifying that the 

contents of the Pennsylvania Code and Pennsylvania Bulletin "shall be judicially 

noticed"). 

35 Sugarhouse's Motions for Leave to File Under Seal the Confidential and Unredacted 

Versions of its Principal Brief, Reply Brief, and Reproduced Record are hereby granted. 

[J-133-2016 and J-134-2016] - 42 
The Board is directed to conduct all appropriate proceedings in order to receive 

evidence sufficient for it to make this determination, including but not limited to, 

reopening the evidentiary record and holding a public hearing. The Board is also 

directed to follow its normal procedures and issue an appropriate final order after it has 

made these determinations. 

Jurisdiction relinquished. 

Chief Justice Saylor and Justices Donohue, Dougherty, Wecht and Mundy join 

the opinion. 

Chief Justice Saylor files a concurring opinion. 

Justice Baer files a concurring opinion. 

[J-133-2016 and J-134-2016] - 43