J-A16027-16

*Retired Senior Judge assigned to the Superior Court.

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

METAL BUILDING DIRECT, INC. IN THE SUPERIOR COURT OF

PENNSYLVANIA

Appellant

v.

RENNINGER CONSTRUCTION, INC.

Appellee No. 1214 WDA 2015

Appeal from the Order July 10, 2015

In the Court of Common Pleas of Beaver County

Civil Division at No(s): 10948-2014

BEFORE: SHOGAN, OLSON and STRASSBURGER,* JJ.

MEMORANDUM BY OLSON, J.: FILED DECEMBER 05, 2016

Appellant, Metal Buildings Direct, Inc. (MBD), appeals from an order 

entered on July 10, 2015 in the Civil Division of the Court of Common Pleas 

of Beaver County that granted a motion for judgment on the pleadings in 

favor of Renninger Construction, Inc. (Renninger). After careful review, we 

vacate and remand.

Based upon our review of the trial court’s opinion, MBD’s complaint 

(and attachments thereto), Renninger’s answer and new matter, and MBD’s 

reply to Renninger’s new matter, we summarize the facts as follows:

[MBD is a Pennsylvania corporation with offices located in Beaver 

County. Renninger is a Pennsylvania corporation with offices 

located in Erie County. Larry Renninger, the owner of MBD, 

previously owned and operated Renninger and sold it to the 

present owners.]

[MBD initiated this breach of contract action against Renninger 

by filing a writ of summons on June 23, 2014. In its complaint 
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filed on September 10, 2014, MBD sought payment for services 

allegedly provided to Renninger in 2010.] MBD [claimed] that 

beginning in 2009 and continuing into 2010, it provided services 

to Renninger by allowing Renninger to use its employees to 

perform work on various gas compressor construction projects. 

The alleged contract for these services was a verbal agreement 

between the two companies. MBD claim[ed] there was an 

ongoing arrangement between the companies, where the parties 

shared labor on an occasional basis. MBD charged Renninger for 

the services of its employees associated with a project in 

Washington County, Pennsylvania, by sending invoices dated 

May 15, 2010 through June 12, 2010. All of the invoices had 

payment terms [stating] “Payable Upon Receipt.” The invoice 

from May 15, 2010 also had a hand written note on it that asked 

for the payment to be made “ASAP.”[1] The total amount of the 

invoices was $60,288.80. [MBD Complaint, 9/10/14, 

Attachments 1-5.]

In its [a]nswer and [n]ew matter, Renninger admit[ed] that MBD 

provided labor on the Washington County project, but den[ied] 

that the invoices reflect the fair market value for the services. 

[Renninger Answer and New Matter, 10/3/14, at 1 ¶ 5.] 

Renninger also denie[d] that the parties ever agreed to specific 

terms and conditions for the labor, including the rate of $44.25 

per hour. [Id. at 1,2, and 4 ¶¶ 3, 5-9, and 19.] Renninger has 

pled that these were general laborers, and the fair market value 

for their services was $10.00 per hour. [Id. at 4 ¶¶ 17 and 20. 

Renninger also denied that the invoices accurately reflected the 

parties’ agreement and course of dealing. Id. at 2 ¶¶ 7-9.]

Because of the dispute over the cost of these services, 

Renninger did not pay the invoices. Three years later, on April 

19, 2013, MBD’s counsel sent a letter to Renninger seeking 

payment. [MBD Complaint, 9/10/14, Attachment 6.] A week 

later, Renninger’s counsel responded [by] asking for more 

information, but did not affirm the bill or promise to pay the 

2010 invoices. [Id. at Attachment 7.]

____________________________________________

1 The term “ASAP” is an acronym that commonly stands for “as soon as 

possible.”
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[Renninger moved for judgment on the pleadings on 11/21/14, 

arguing that the applicable four-year statute of limitations barred 

MBD’s breach of contract action. Renninger advanced two claims 

in support of its motion. First, Renninger alleged that the 

limitations period began to run on the date of the last invoice 

(i.e., June 12, 2010) and, therefore, it expired on June 12, 2014. 

Renninger also argued that nothing tolled the limitations period 

because Renninger neither promised to make payments or 

acknowledged the debt. In response, MBD argued that nothing 

triggered the limitations period until April 19, 2013, when 

counsel for MBD forwarded a letter to Renninger demanding 

payment for the 2010 invoices. The trial court determined that 

the invoices sent by MBD to Renninger constituted separate, 

unambiguous written agreements between the parties providing 

that payment was due upon receipt. Since Renninger’s receipt 

of the invoices occurred “a couple of days after June 12, 2010,” 

the court concluded that the four-year limitations period barred 

the filing of MBD’s writ of summons on June 23, 2014. This 

appeal followed.2]

Trial Court Opinion, 7/10/15, at 1-3.

MBD raises the following issues for our consideration.

Whether the [trial] court erred in failing to find that the parties 

entered into a continuing contract, and in failing to find that no 

evidence exists in the record that the contractual relationship 

was terminated prior to April 19, 2013?

Whether the [trial] court erred in finding as a matter of fact that 

the invoices were actually mailed by [MBD] on the day that each 

was dated, and erred in finding that at most the mail would have 

taken [one to three] days from Beaver County to Erie County?

Whether the [trial] court erred as a matter of law in finding that 

the statute of limitations began to run on the date of each 

invoice rather than on the demand for payment?

MBD’s Brief at 8.

____________________________________________

2 Both MBD and the trial court have complied with Pa.R.A.P. 1925.
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MBD’s claims each challenge the order granting Renninger’s motion for 

judgment on the pleadings. Because these issues are closely related, we 

address them in a single discussion. 

Here, the court reviewed the pleadings, including the invoices attached 

to MBD’s complaint. The court reasoned that each invoice constituted a 

separate, unambiguous contract because each invoice stated it was payable 

upon receipt. The date appearing on the final receipt MBD forwarded to 

Renninger was June 12, 2010. Allowing a few days for delivery, the court 

held that the four-year limitations period applicable to breach of contract 

actions, see 42 Pa.C.S.A. § 5525(a), barred MBD’s writ of summons filed on 

June 23, 2014.

In a breach of contract action, the limitations period begins to run on 

the date an action accrues, i.e. the date of the breach. Packer Soc. Hill 

Travel Agency, Inc. v. Presbyterian Univ. of Pa. Med. Center, 635 A.2d 

649, 652 (Pa. Super. 1993). Our task here is to determine whether the trial 

court correctly concluded, based on the pleadings, that Renninger breached 

the parties’ agreement and triggered the limitations period when it failed to 

make payment upon receipt of MBD’s June 12, 2010 invoice. For the 

reasons that follow, we hold that Renninger is not entitled to judgment.

We begin by noting our well-settled standard of review for judgment 

on the pleadings.
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Entry of judgment on the pleadings is permitted under 

Pennsylvania Rule of Civil Procedure 1034, which provides that 

“after the pleadings are closed, but within such time as not to 

unreasonably delay trial, any party may move for judgment on 

the pleadings.” Pa.R.C.P. 1034(a). A motion for judgment on 

the pleadings is similar to a demurrer. It may be entered when 

there are no disputed issues of fact and the moving party is 

entitled to judgment as a matter of law.

Appellate review of an order granting a motion for judgment on

the pleadings is plenary. The appellate court will apply the same 

standard employed by the trial court. A trial court must confine 

its consideration to the pleadings and relevant documents. The 

court must accept as true all well pleaded statements of fact, 

admissions, and any documents properly attached to the 

pleadings presented by the party against whom the motion is 

filed, considering only those facts which were specifically 

admitted.

We will affirm the grant of such a motion only when the moving 

party's right to succeed is certain and the case is so free from 

doubt that the trial would clearly be a fruitless exercise.

Rourke v. Pennsylvania Nat. Mut. Cas. Ins. Co., 116 A.3d 87, 92 (Pa. 

Super. 2015), quoting Sw. Energy Prod. Co. v. Forest Res., LLC, 83 A.3d 

177, 185 (Pa. Super. 2013) (citation omitted), appeal denied, 96 A.3d 1029 

(Pa. 2014).

MBD argues that the trial court erred in granting Renninger’s motion 

for judgment on the pleadings because the parties entered a continuing 

agreement. According to MBD, the parties’ contractual arrangement 

encompassed the mutual provision of labor for various construction projects. 

MBD further alleges that the parties’ practice was to set-off sums owed as a 

result of supplying labor for the various projects. MBD argues that this was 
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done on an ongoing basis and that there was no fixed time for payment or 

for the termination of the contractual relationship.

In cases of a written contract, the intent of the parties is the 

writing itself. If left undefined, the words of a contract are to be 

given their ordinary meaning. When the terms of a contract are 

clear and unambiguous, the intent of the parties is to be 

ascertained from the document itself. When, however, an 

ambiguity exists, parol evidence is admissible to explain or 

clarify or resolve the ambiguity, irrespective of whether the 

ambiguity is patent, created by the language of the instrument, 

or latent, created by extrinsic or collateral circumstances. A 

contract is ambiguous if it is reasonably susceptible of different 

constructions and capable of being understood in more than one 

sense. While unambiguous contracts are interpreted by the 

court as a matter of law, ambiguous writings are interpreted by 

the finder of fact.... [T]he question of whether a contract is 

ambiguous is a question of law. Our standard of review over 

[this question] is de novo and to the extent necessary, the scope 

of our review is plenary as this court may review the entire 

record in making its decision.

Nissley v. Candytown Motorcycle Club, Inc., 913 A.2d 887, 890 (Pa. 

Super. 2006), citing Kripp v. Kripp, 849 A.2d 1159, 1163–1164 & n.5 (Pa. 

2004) (citations omitted).

The trial court’s decision here rested upon the conclusion that the MBD 

invoices constituted separate, unambiguous contracts since each provided it 

was payable upon receipt. Because the final invoice forwarded by MBD was 

dated June 12, 2010, the four-year statute of limitations barred MBD’s writ 

of summons filed on June 23, 2014. Our review of Renninger’s answer 

reveals that in three separate paragraphs, the defendant denied that “the 

invoices accurately reflect[ed] the parties’ agreement and course of dealing.” 

Renninger’s Answer and New Matter, 10/3/14, at 2 ¶¶ 7-9. Renninger’s 
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denial injected an ambiguity into the terms of the parties’ written 

agreement, which required resolution by the fact finder. As such, 

Renninger’s right to relief was not free from doubt and the trial court erred 

in granting judgment on the pleadings in its favor. Accordingly, we are 

constrained to vacate the court’s order and remand this matter for further 

proceedings.

Order vacated. Case remanded. Jurisdiction relinquished. 

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 12/5/2016