J-A23036-16

*Retired Senior Judge assigned to the Superior Court.

NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P. 65.37

AGNES L. POLI,

 Appellee

 v.

LAWRENCE A. POLI,

 Apellant

 

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IN THE SUPERIOR COURT OF

PENNSYLVANIA

 

 No. 1989 WDA 2015 

Appeal from the Order Entered December 16, 2015,

in the Court of Common Pleas of Allegheny County,

Family Court, at No(s): FD 04-005021-002

BEFORE: LAZARUS, STABILE, and STRASSBURGER,* JJ.

MEMORANDUM BY STRASSBURGER, J.: FILED NOVEMBER 17, 2016

Lawrence A. Poli (Husband) appeals from the December 16, 2015, 

order granting the petition for enforcement of equitable distribution order 

filed by Agnes L. Poli (Wife). We affirm.

Husband and Wife married in 1985 and separated in 2004. On 

September 20, 2004, Wife filed a complaint in divorce, seeking equitable 

distribution of the parties’ assets. 

The parties had a two-day trial in 2007 on their economic 

claims before Master Patricia Miller (“Master Miller”), who issued 

a recommendation to which exceptions were filed. The Honorable 

Lawrence W. Kaplan disposed of said exceptions by remanding 

the matter to Master Miller.

At issue on remand was the marital value of Husband’s 

interest in certain assets of his mother’s estate (“Estate”). 

Husband’s mother, Dolores M. Poli, died on April 21, 2001. The 

executrix and heirs of the Estate executed a settlement 

agreement (“Agreement”) in May 2002, wherein Husband, inter 

alia, was entitled to receive 50% of any real estate (“Real 
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Estate”) owned by the former Poli’s Restaurants, Inc. At the time 

of the Agreement, (i) Husband’s 50% interest in the Real Estate 

was valued at $435,000.00, and (ii) the total amount of assets 

Husband was expected to inherit was $844,676.00.

On remand, Master Miller recommended that “[a]t the time 

of closing on the sale of [the Real Estate], [H]usband shall pay 

[W]ife $146,100, which is 50% of the marital increase in value.” 

Additional exceptions were filed to the recommendation, which 

the parties resolved via consent order with the Honorable Beth 

A. Lazzara on September 18, 2009 (“Consent Order”).

The Consent Order provided, in pertinent part, as follows:

A. [Husband] shall pay [Wife] the following amounts 

based on his net inheritance from his mother’s 

estate, the Estate of Dolores M. Poli ... ;

a. $120,000 to [Wife], if his net inheritance is 

$400,000 or greater;

b. $100,000 to [Wife], if his net inheritance is 

between $300,000-$399,000;

c. $75,000 to [Wife], if his net inheritance is 

between $200,000-$299,000; and

d. $50,000 to [Wife], if his net inheritance is 

less than $200,000.

B. Said amount shall be paid by the Estate directly to 

[Wife] prior to [Husband], his successors or heirs, 

receiving from the Estate any and all distributions, 

inheritances, advances, and /or monies of any kind; 

... .

C. If [Husband’s] net inheritance is $50,000 or less, 

the Estate shall pay [Wife] as much as possible up to 

$50,000 from [Husband’s] inheritance; ... . 

D. [Husband] shall not sell, gift, assign, or otherwise 

transfer his inheritance from said Estate, whether 

gross or net; ....
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F. If [Husband’s] net inheritance is less than 

$200,000, [Husband] shall pay [Wife] $50,000 even 

if his net inheritance is minimal or he has no 

inheritance ... .

The Real Estate sold at a tax sale in 2013 for an amount 

almost equivalent to the taxes owed on the property. The Estate 

then closed on March 10, 2014, and by letter dated June 5, 

2014, Wife inquired into the status of Husband’s inheritance. By 

letter dated June 10, 2014, Wife was informed that Husband had

not received any additional inheritance, apparently as a result of 

the failure to realize a profit from the sale of the Real Estate.

On February 11, 2015, Wife filed a Petition for 

Enforcement of Equitable Distribution Order (“Petition”) seeking 

enforcement of the Consent Order. Wife requested payment in 

the amount of $120,000 because she believed, pursuant to the 

Agreement, that Husband’s inheritance exceeded $844,000. 

However, after conciliation with the Court on the Petition, Wife 

reduced the amount she sought to $50,000.

The parties briefed the various issues presented by the 

Petition and subsequently appeared before [the trial c]ourt for a 

hearing on December 1, 2015. Following hearing, [the trial 

c]ourt granted the Petition, entering an order on December 16, 

2015 (the “Order”) that required Husband to pay Wife $50,000 

and $3,000 in counsel fees. Husband filed a timely appeal and 

Pa.R.A.P. 1925(b) statement from the Order. [The trial court 

then filed an opinion pursuant to Pa.R.A.P. 1925(a).]

Trial Court Opinion, 2/22/2016, at 1-4.

Husband raises three issues for our review.

I. Whether the trial court erred in granting wife’s petition to 

enforce equitable distribution order and in failing to grant 

husbands’ motion to dismiss.

II. Whether the trial court erred in permitting the introduction of 

and relying on parol evidence.
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III. Whether the trial court erred in failing to rule that Wife 

received her payment from Husband during the parties’ marriage 

when Husband received, and expended on the parties, amounts 

from his inheritance.

Husband’s Brief at 5 (trial court answers and unnecessary capitalization 

omitted).

We review these issues mindful of the following principles.

It is well established that absent an abuse of discretion on the 

part of the trial court, we will not reverse an award of equitable 

distribution. [In addition,] when reviewing the record of the 

proceedings, we are guided by the fact that trial courts have 

broad equitable powers to effectuate [economic] justice and we 

will find an abuse of discretion only if the trial court misapplied 

the laws or failed to follow proper legal procedures. [Further,] 

the finder of fact is free to believe all, part, or none of the 

evidence and the Superior Court will not disturb the credibility 

determinations of the court below.

Lee v. Lee, 978 A.2d 380, 382-83 (Pa. Super. 2009) (quoting Anzalone v. 

Anzalone, 835 A.2d 773, 780 (Pa. Super. 2003)). 

 Husband’s first claim of error is multifold. We begin with his 

contentions that the trial court (1) misinterpreted the plain language of the 

Consent Order and (2) erroneously held that it was a continuing contract; 

thus, (3) “Wife’s enforcement action was untimely and barred by the statute 

of limitations.” Husband’s Brief at 14-29. We note that resolution of these 

issues necessarily requires discussion of Appellant’s second issue on appeal: 

whether the court “erred in permitting the introduction of and relying on 

parol evidence” in interpreting the Consent Decree. Husband’s Brief at 37-

39. We address these claims mindful of the following.
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A court may construe or interpret a consent decree as it 

would a contract, but it has neither the power nor the authority 

to modify or vary the decree unless there has been fraud, 

accident or mistake ....

It is well-established that the paramount goal of contract 

interpretation is to ascertain and give effect to the parties’ 

intent. When the trier of fact has determined the intent of the 

parties to a contract, an appellate court will defer to that 

determination if it is supported by the evidence. 

When construing agreements involving clear and 

unambiguous terms, this Court need only examine the writing 

itself to give effect to the parties’ understanding. The court must 

construe the contract only as written and may not modify the 

plain meaning of the words under the guise of interpretation. 

When the terms of a written contract are clear, this Court will 

not rewrite it or give it a construction in conflict with the 

accepted and plain meaning of the language used. Conversely, 

when the language is ambiguous and the intentions of the 

parties cannot be reasonably ascertained from the language of 

the writing alone, the parol evidence rule does not apply to the 

admission of oral testimony to show both the intent of the 

parties and the circumstances attending the execution of the 

contract.

A contract is ambiguous if it is reasonably susceptible of 

different constructions and capable of being understood in more 

than one sense. The court must determine as a question of law 

whether the contract terms are clear or ambiguous. When acting 

as the trier of fact, the court also resolves relevant conflicting 

parol evidence as to what was intended by the ambiguous 

provisions, examining surrounding circumstances to ascertain 

the intent of the parities. 

Lang v. Meske, 850 A.2d 737, 739–40 (Pa. Super. 2004) (citations and 

quotation marks omitted).

Further,

[a] question regarding the application of the statute of 

limitations is a question of law. ... Our standard of review over 
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questions of law is de novo and to the extent necessary, the 

scope of our review is plenary as [the appellate] court may 

review the entire record in making its decision. However, we are 

bound by the trial court’s credibility determinations.

* * * 

The statute of limitations for contracts is four years. 42 

Pa.C.S. § 5525(a)(8). [T]he statute of limitations begins to run 

as soon as the right to institute and maintain a suit arises. 

However, [w]hen a contract is continuing, the statute of 

limitations will run either from the time the breach occurs or 

when the contract is terminated. The test of continuity, so as to 

take the case out of the operation of the statute of limitations, is 

to be determined by the answer to the question whether the 

services were performed under one continuous contract, whether 

express or implied, with no definite time fixed for payment, or 

were rendered under several separate contracts.

K.A.R. v. T.G.L., 107 A.3d 770, 775–76 (Pa. Super. 2014) (citations and 

quotation marks omitted).

Instantly, the trial court determined that the Consent Order was a 

continuing contract on the basis that the unambiguous, plain language of the 

document, specifically the term “net inheritance,” was evidence of the 

parties intent that the sale of the Real Estate and closing of the Estate was 

to be the triggering event for compliance with the Consent Order. Trial Court 

Opinion, 2/22/2016, at 6-9. Accordingly, the court concluded that Wife’s 

petition, filed within four years of the date the Estate closed, was not barred 

by the statute of limitations. The court explained its rationale as follows. 

The Consent Order is not reasonably susceptible to 

multiple interpretations. It is, therefore, not ambiguous. The 

Consent Order clearly states that Husband shall pay Wife 

differing amounts of money based upon “his net inheritance from 
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[his mother’s] estate.” It also clearly states that even if 

Husband’s net inheritance is minimal or zero, he must pay Wife 

$50,000. Consequently, the Consent Order’s plain language 

required Husband to make payments to Wife (i) pursuant to the 

sliding scale adopted therein and (ii) based upon his net 

inheritance, which could not be known until after the Real Estate 

sold and [the] estate closed.

[The trial court] makes no finding on the actual value of 

Husband’s “net inheritance.” Wife, as set forth above, maintains 

that pursuant to the Consent Order’s terms she is entitled to 

$50,000. Husband does not dispute that amount. Instead, he 

contends that the four year statute of limitations applicable to 

contract actions bars Wife’s ability to enforce the Consent Order 

and collect any monies, including $50,000. According to 

Husband, Wife was required to seek enforcement of the Consent 

Order, which was entered in 2009, by 2013. Her Petition, 

presented in February 2015, is thus too late, Husband contends. 

Such an argument appears to be premised upon the notion that 

the value of Husband’s net inheritance was known at the time 

the parties entered into the Consent Order and that Wife, 

therefore, had no basis to wait until the Real Estate sold or [the] 

estate closed before she presented her Petition. 

The plain language of the Consent Order belies Husband’s 

position. Not only does the Consent Order’s use of “net 

inheritance,” rather than, for example, the “current valuation of 

Husband’s inheritance” or some other similar language, defeat 

Husband’s argument, but so too does the Consent Order’s use of 

a sliding payment schedule. If the parties were to simply use the 

estate’s or the Master’s, or some compromised value of 

Husband’s inheritance at the time of the Consent Order to 

determine Husband’s payment obligations to Wife, then they 

would have had no need to agree to an indefinite payment 

amount.

The [trial c]ourt believes, and the plain language of the 

Consent Order supports, that, as set forth above, Husband’s net 

inheritance - i.e., his final or totally conclusive inheritance 

amount, which was the payment triggering event of the Consent 

Order - could not be known until after the Real Estate sold in 

2013 and [the] Estate closed in 2014. Only such an 

interpretation of “net inheritance” acknowledges the actual 
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meaning of those terms as well as the reality that the parties 

created a sliding, and indefinite, payment schedule for resolution 

of the exceptions to Master Miller’s recommendations. The 

Consent Order is thus a continuing contract, ... and Wife was 

under no duty to present her Petition until after the Real Estate 

sold and the Estate closed, i.e., until after it could be determined 

what Husband’s net inheritance actually was. Because Wife 

presented the Petition within four years of those events, it was 

timely pursuant to 42 Pa.C.S. § 5525(a)(8).

Trial Court Opinion, 2/22/2016, at 6-8 (citations omitted).

We find no error in the trial court’s conclusions that the unambiguous 

the language of the Consent Order established both a sliding scale and a 

triggering event for payment of Husband’s net inheritance. Accordingly, as 

the duties of Husband were ongoing, the contract was properly classified as 

“continuing” and the statute of limitations did not bar Wife’s claim. See 

Miller v. Miller, 983 A.2d 736, 742 (Pa. Super. 2009) (finding that a 

postnuptial separation agreement, which provided that husband was solely 

responsible for the mortgage, taxes and insurance on the marital property 

until it was sold, was a continuing contract).

Related to the above analysis, in his second claim of error, Husband 

alleges that the trial court erred in admitting and relying on parol evidence 

to interpret the Consent Order. Specifically, Husband argues that, because 

neither party argued that the Consent Order was ambiguous, the trial court 

should not have permitted Wife to testify as to her understanding of the 

meaning of “net inheritance,” Husband’s Brief at 38, nor should it have 

permitted Wife to cross-examine Husband as to his understanding of the 
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term, id. However, the trial court made clear that it found the language of 

the Consent Order to be clear and, consequentially, did not rely on any parol 

evidence in reaching its conclusion. Trial Court Opinion, 2/22/2015, at 8 

(“Enforcing the plain language of the unambiguous Consent Order, i.e., a 

continuing contract, was (i) appropriate under the circumstances, (ii) did not 

violate any statute of limitation, and (iii) does not require the Court to rely 

on any parol evidence.”). Accordingly, Husband’s argument to the contrary 

is without merit and he is not entitled to relief on this issue. 

We turn to the fourth issue subsumed in Husband’s first claim of error: 

that Wife’s enforcement action was precluded by the doctrine of laches. 

Husband’s Brief at 29-34.

The doctrine of laches is an equitable bar to the prosecution of 

stale claims and is the practical application of the maxim that

those who sleep on their rights must awaken to the consequence 

that they have disappeared. The question of whether laches 

applies is a question of law; thus, we are not bound by the trial 

court’s decision on the issue. The question of laches itself, 

however, is factual and is determined by examining the 

circumstances of each case. 

We have outlined the parameters of the doctrine of laches 

as follows:

Laches bars relief when the complaining party is 

guilty of want of due diligence in failing to promptly 

institute the action to the prejudice of another. Thus, 

in order to prevail on an assertion of laches, 

respondents must establish: a) a delay arising from 

petitioner’s failure to exercise due diligence; and, b) 

prejudice to the respondents resulting from the 

delay. Moreover, the question of laches is factual and 
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is determined by examining the circumstances of 

each case.

Unlike the application of the statute of limitations, exercise of 

the doctrine of laches does not depend on a mechanical passage 

of time. Indeed, the doctrine of laches may bar a suit in equity 

where a comparable suit at law would not be barred by an 

analogous statute of limitations. 

Moreover,

[t]he party asserting laches as a defense must 

present evidence demonstrating prejudice from the

lapse of time. Such evidence may include 

establishing that a witness has died or become 

unavailable, that substantiating records were lost or 

destroyed, or that the defendant has changed his 

position in anticipation that the opposing party has 

waived his claims.

Fulton v. Fulton, 106 A.3d 127, 131 (Pa. Super. 2014) (citations and 

quotation marks omitted).

Consistent with his contention that the Consent Order was not a 

continuing contract and was enforceable at the time it was entered, Husband 

argues that laches applies herein because Wife knew in 2009 the amount of 

Husband net inheritance yet “waited over five years and four plus months to 

file her enforcement action.” Husband’s Brief at 31 (emphasis in original). 

The trial court disagreed, stating as follows.

Here, Husband’s net inheritance became known after the Real 

Estate’s sale in 2013 and the closing of [the] Estate in 2014. 

The [trial c]ourt does not believe that Wife, who made inquiry 

about the status of Husband’s inheritance less than three months 

after the Estate closed and presented the Petition less than one 

year after the Estate closed, improperly delayed in seeking 

enforcement of the Consent Order. Moreover, Husband has not 
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directed [the trial court] to any deceased or missing witness as a 

result of the timing of Wife’s Petition. Nor has he identified any 

missing records resulting from any alleged delay. He also failed 

to present credible testimony at the Hearing of some other type 

of prejudice he suffered by Wife’s presentation of the Petition in 

2015. 

Trial Court Opinion, 2/22/2016, at 11.

Accordingly, the court determined that Husband had failed to present 

proof of a delay or prejudice such that laches would apply. We agree. As 

previously stated, the valuation of Husband’s net inheritance, and calculation 

of the applicable payment to Wife under the terms of the Consent Order, 

could not be determined until sale of the Real Estate and closure of the 

Estate. The Estate closed on March 10, 2014, and Wife inquired into the 

status of Husband’s inheritance on June 5, 2014. By letter dates June 10, 

2014, Wife was informed as to the details of the sale. Her petition to 

enforce was filed eight months later, on February 11, 2015. We note that 

Husband was under a duty to pay Wife her portion under the Consent Order 

once the Estate was settled and failed to do so during those eight months. 

Although we are not bound by the trial court’s determination, under these 

circumstances, we cannot agree with Husband that Wife sat on her rights or 

improperly delayed these proceedings. 

Moreover, we reject Husband’s argument that he was prejudiced. 

Claiming Wife had tacitly agreed by “established conduct” that “she had 

already received more than her share of his inheritance during the 
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marriage,” Husband claims that he relied on Wife’s “inaction in ordering his 

economic affairs and meeting his financial obligations over [the period from 

the date the Consent Order was entered in September of 2009 until the 

closure of the Estate], with no indication that Wife would seek to pursue this 

particular claim.” Husband’s Brief at 32. The language of the Consent Order 

belies these claims. That it took a lengthy period of time to sell the Real 

Estate and close the Estate (during which time Wife could not take action 

under the terms of the Consent Order as Husband’s net inheritance was not 

established) and that Husband did not during the ensuing four years make 

appropriate arrangements to comply with the Consent Order once the Estate 

was closed, does not serve to prejudice Husband such that laches applies. 

Accordingly, we find no error in the conclusions of the trial court.

We now address the final issue subsumed in Husband’s first claim of 

error: that Wife’s enforcement action was precluded by the doctrine of 

equitable estoppel. Husband’s Brief at 34-36. 

The doctrine of equitable estoppel requires proof that “a party by acts 

or representation intentionally or through culpable negligence[ ] induce[d] 

another to believe that certain facts exist and [that] the other justifiably 

relie[d] and act[ed] upon such belief, so that the latter will be prejudiced if 

the former is permitted to deny the existence of such facts.” Guerra v. 

Redevelopment Auth. of City of Philadelphia, 27 A.3d 1284, 1290 (Pa. 

Super. 2011) (citation omitted).
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Instantly, Husband claims that he relied detrimentally on Wife’s 

implied position that “she had received her share of Husband’s inheritance 

during the parties’ marriage and ... was not going to pursue any action 

relating to the ... Consent Order.” Husband’s Brief at 36. In support of his 

argument, Husband cites to testimony elicited at the Enforcement Hearing 

regarding the hearing before Master Miller, where Wife “presented evidence 

to value the interest of the inheritance” and “took the position in that 

proceeding that [Husband] had received his inheritance and that she is 

entitled to any increase in value.” N.T., 12/1/2015, at 45. We are 

unconvinced by the evidence upon which Husband relies. The Consent Order 

was entered after the parties’ master hearings. If the parties had believed 

the issue of Husband’s inheritance had been settled previously, the Consent 

Order would not have been necessary. As explained above, Wife’s alleged 

“inaction” was due to the fact that the triggering events for enforcement of 

the Consent Order had yet to occur. Accordingly, we find no error in the 

trial court’s conclusion that Husband “did not adduce sufficient credible 

testimony ... to establish either that Wife induced him into believing he need 

not comply with the Consent Order or that he relied on such inducement.” 

Trial Court Opinion, 2/22/2016, at 10. 

Finally, we turn to Appellant’s third claim of error, that the trial court 

erred in failing to rule that Wife received her $50,000 payment from 

Husband during the parties’ marriage. Husband’s Brief at 39-40. 
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Specifically, Husband claims that, during the marriage he liquidated his 

interest in his mother’s IRA accounts (“the only money [he] actually received 

from his inheritance”), which he used to meet the parties’ living expenses 

during the marriage. Id. at 40. Thus, he claims his obligation to Wife is 

satisfied.

We disagree. Again, if Husband’s understanding of the parties’ 

financial dispute were correct, the Consent Order would have been 

unnecessary. Moreover, the Consent Order’s focus on Husband’s net 

inheritance belies his argument herein. Further, we note that Husband 

admitted during the Enforcement Hearing that provision F of the Consent 

Order awards Wife $50,000 in the event his inheritance is less than 

$200,000 or if he receives no inheritance at all. Consent Order; N.T., 

12/1/2015, at 51. Accordingly, we discern no abuse of discretion in the trial 

court’s findings on this issue.

Order affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 11/17/2016