J-A12017-23

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

PRINTFLY CORPORATION

v.

JORDAN NEMEROFF AND ELYSSA 

NEMEROFF 

Appellants

v.

MICHAEL NEMEROFF AND ALEXIS 

NEMEROFF

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 1759 EDA 2022

Appeal from the Order Entered June 9, 2022

In the Court of Common Pleas of Philadelphia County Civil Division at 

No(s): 170404222

BEFORE: OLSON, J., NICHOLS, J., and McLAUGHLIN, J.

MEMORANDUM BY NICHOLS, J.: FILED SEPTEMBER 28, 2023

Appellants Jordan Nemeroff and Elyssa Nemeroff appeal from the order 

determining the intent of the parties with respect to portions of the parties’

settlement agreement, directing the parties to comply with the trial court’s 

September 24, 2019 order, and denying Appellants’ motion to vacate. 

Appellants argue that the trial court erroneously interpreted the parties’

settlement agreement, improperly denied Appellants’ motion to vacate, and 
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failed to award pre-judgment interest to Appellant Jordan Nemeroff. We 

affirm.

The trial court summarized the underlying facts of this matter as follows:

Plaintiff Printfly Corporation (“Printfly”) is a Pennsylvania 

Corporation with its headquarters located at 2727 Commerce 

Way, Philadelphia, PA 19154. Defendant Jordan [Nemeroff] is an 

adult individual located at 1366 Gabriel Lane, Warwick, PA 18974. 

Defendant Elyssa [Nemeroff] is an adult individual located at 1366

Gabriel Lane, Warwick, PA 18974. Printfly has three shareholders, 

with ownership interests as follows: (1) Michael Nemeroff 

(“Michael”) is the CEO of Printfly and owns forty percent (40%) of 

Printfly’s outstanding shares; (2) Alexis Nemeroff (“Alexis”) owns 

twenty percent (20%) of Printfly’s outstanding shares; and (3) 

Jordan owns forty percent (40%) of Printfly’s outstanding shares.

After litigation and negotiation, the parties participated in 

mediation on January 9, 2019 and agreed to terms memorialized 

in a Settlement Agreement term sheet (“Settlement Agreement”).

Pursuant to paragraphs 1(a) and 2(b) of the Settlement 

Agreement, Jordan is to be “paid deferred compensation from 

Printfly in an amount that will allow him to receive a net of [$8 

million] after taxes.” However, the parties were unsuccessful in 

reaching a fully comprehensive agreement that was referenced in 

the Settlement Agreement after January 10, 2019. 

After filings by both parties regarding enforcement of the 

Settlement Agreement, this court held a hearing where the parties 

jointly drafted and submitted to the court an order to enforce the 

Settlement Agreement, which this court entered on September 

24, 2019. The September 24, 2019 order states that the terms 

of the Settlement Agreement “shall be afforded their plain 

meaning” and that the parties will “cooperate in a commercially 

reasonable manner to effectuate the terms” of the Settlement 

Agreement.

On October 2, 2019, Jordan had his tax attorney provide his 

calculations to Printfly’s accountants, which required Printfly to 

make a “gross-up payment” to Jordan by “paying him as deferred 

compensation” instead of writing a check for $6.5 million, net of 

taxes. The calculations required that the payment due be 

“grossed up” to account for the federal, state, and local taxes due 
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on such compensation. On October 4, 2019, Printfly began 

performing under the court’s September order. Specifically, 

Printfly sought Jordan’s Counsel Richard Pressman’s (“Pressman”) 

escrow wiring instructions to deposit the $6.5 million due pursuant 

to Paragraph 1(a) of the Settlement Agreement. On October 7, 

2019, Printfly hand delivered a check for $6,500,000, net of taxes, 

to Pressman’s office, and on October 9, 2019, notified the court

of the same. Jordan refused to accept the check as the payment 

was made as stock redemption instead of deferred compensation. 

Thereafter, on October 11, 2019, Jordan filed a motion for 

contempt and sanctions. On October 30, 2019, Printfly responded 

and filed a cross-motion for contempt and sanctions. On January 

30, 2020, this court ordered the parties to attend a second 

mediation with Judge Diane M. Welsh (Ret.) to clarify the meaning 

of the disputed term “deferred compensation.” On July 30, 2020, 

after mediation with Judge Welsh failed, Printfly attempted to pay 

Jordan pursuant to Paragraphs 1(a), 1(b), and 1(c) of the 

Settlement Agreement.

On July 29, 2021, Printfly filed another motion for contempt and 

sanctions. On January 27-28, 2022, the court held a hearing to 

clarify the meaning of the disputed term “deferred compensation”

included in the Settlement Agreement. On March 21, 2022, 

[Appellants] filed a motion to vacate the court’s September 24, 

2019 order. On June 9, 2022, the court entered the order

disposing of (1) Plaintiff’s July 29, 2021 motion for sanctions; (2) 

[Appellants’] October 11, 2019 motion for sanctions; and ([3]) 

[Appellants’] March 21, 2022 motion to vacate [the] September 

24, 2019 order. 

Trial Ct. Op., 9/5/22, at 1-4 (footnotes omitted).

Appellants filed a timely notice of appeal on July 8, 2022.1 The trial 

court issued a Pa.R.A.P. 1925(a) opinion reiterating the basis for its June 9, 

2022 order.

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1 On September 30, 2022, this Court issued a rule to show cause order 

because it was unclear whether the order was a final order pursuant to 

Pa.R.A.P. 341(b)(1). In a response filed October 10, 2022, Appellants argued, 

(Footnote Continued Next Page)
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On appeal, Appellants raise the following claims:

1. Did the trial court commit error when it ignored the plain 

meaning of “deferred compensation” as wages, set forth in the 

dictionary, when it found that the parties did not intend the 

deferred compensation payments in Section 1 of the 

Settlement Agreement Term Sheet to be paid as wages?

2. Did the trial court commit error when it looked beyond the 

intent of the parties and rewrote the agreement by relying on 

(a) Printfly’s expert’s unsubstantiated, improper and 

inadmissible opinions, including her claims about how the 

Internal Revenue Service would view this transaction, and (b) 

arguments the parties did not know at the time of settlement 

might impact whether or not payments could properly be made 

as deferred compensation wages, including the fact that Jordan 

Nemeroff did not provide services to Printfly after he was 

terminated in 2017, and that Printfly did not have a deferred 

compensation plan? 

3. Did the trial court commit error by excluding the presentation 

of evidence of alleged wrongdoing by Printfly and Michael and 

Alexis Nemeroff that informed Jordan Nemeroff’s intent when 

structuring the deal as deferred compensation to minimize his 

legal and tax risk as a result of the alleged wrongdoing and the 

impact it could have on Printfly’s S Corporation status and 

shareholder tax basis? 

4. Did the trial court commit error by not vacating its September 

24, 2019 order enforcing the Settlement Agreement Term 

Sheet when it was presented with evidence that there was no 

meeting of the minds regarding the definition of “deferred 

compensation”, and both parties argued that forcing the other’s 

definition of deferred compensation on them would cause them 

to violate tax laws? 

____________________________________________

inter alia, that the order constituted a final order because the order disposed 

of the parties’ remaining disputes related to the September 24, 2019 order 

that enforced a settlement agreement term sheet. Based on Appellants’

response, this Court subsequently discharged the rule to show cause order. 

See Order, 10/14/22.
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5. Did the trial court commit error by not awarding Jordan 

Nemeroff interest on the money that Printfly has held for three 

years and could have wired to him at any time?

Appellants’ Brief at 3-5.

Interpretation of Settlement Agreement

Appellants’ first three claims relate to the trial court’s interpretation of 

the settlement agreement. First, Appellants assert that the “only proper 

interpretation of the settlement agreement term sheet requires deferred 

compensation payments to be made as wages.” Appellants’ Brief at 29. In 

support, Appellants contend that Black’s Law Dictionary (11th ed.) defines 

“deferred compensation” as wages. Id. at 30. Appellants also argue that

given the plain meaning of the terms listed on the settlement agreement term 

sheet, “it is not plausible that ‘deferred compensation’ simply meant that the 

payments would be made later” because if the parties “simply meant that a 

certain amount would have been paid at a later date, they would have simply 

written that.” Id. at 32. Appellants also claim that the parties’ statements 

during the mediation and their conduct after the mediation indicate that the 

payments were to be paid as wages, rather than stock redemptions. Id. at 

33-39. 

Additionally, Appellants argue that the trial court erred by looking 

beyond the intent of the parties and rewriting the agreement based on 

“irrelevant arguments and inadmissible expert testimony about how the deal 

should have been structured,” which did not relate to the parties’ intent. Id. 

at 39. Specifically, Appellants refer to the report and testimony from Printfly’s 
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expert regarding how the IRS would view the tax consequences of the 

settlement agreement, the tax risks for Appellants individually, Printfly’s S 

Corporation status, and the validity and accuracy of Jordan’s personal 

purported tax basis. Id. at 40. Finally, Appellants argue that the trial court 

erred in excluding “certain evidence about wrongdoing that Michael was 

involved in or aware of that might jeopardize Printfly’s S Corporation status 

and Jordan’s personal purported stock basis with the IRS.” Id. at 52-53.

“The enforceability of settlement agreements is determined according 

to principles of contract law. Because contract interpretation is a question of 

law, this Court is not bound by the trial court’s interpretation.” Step Plan 

Servs., Inc. v. Koresko, 12 A.3d 401, 408 (Pa. Super. 2010) (citation 

omitted).

Our standard of review over 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. With respect to factual conclusions, we may reverse the 

trial court only if its findings of fact are predicated on an error of 

law or are unsupported by competent evidence in the record. 

Id. (citations and quotation marks omitted). 

The fundamental rule in contract interpretation is to ascertain the 

intent of the contracting parties. In cases of a written contract, 

the intent of the parties is the writing itself. 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. 
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Harley v. HealthSpark Found., 265 A.3d 674, 684 (Pa. Super. 2021) 

(citation omitted), appeal denied, 277 A.3d 1105 (Pa. 2022).

“Whether an ambiguity exists is a question of law subject to plenary 

review. However, resolution of conflicting parol evidence relevant to what the 

parties intended by an ambiguous provision is for the trier-of-fact.” PARC 

Holdings, Inc. v. Killian, 785 A.2d 106, 112 (Pa. Super. 2001) (citations 

omitted).

“There is a strong judicial policy in favor of voluntarily settling lawsuits.”

Felix v. Giuseppe Kitchens & Baths, Inc., 848 A.2d 943, 946 (Pa. Super. 

2004) (citation omitted). “The primary reason that settlement is favored is 

that it expedites the transfer of money into the hands of a complainant. 

Further, settlement reduces the burden on and expense of maintaining 

courts.” Id. (citations omitted).

In a settlement agreement, “[t]here is an offer (the settlement figure), 

acceptance, and consideration (in exchange for the plaintiff terminating his 

lawsuit, the defendant will pay the plaintiff the agreed upon sum).” Step Plan 

Servs., 12 A.3d at 409 (citation omitted). “As with any contract, it is essential 

to the enforceability of a settlement agreement that the minds of the parties 

should meet upon all the terms, as well as the subject-matter, of the 

agreement.” Mazzella v. Koken, 739 A.2d 531, 536 (Pa. 1999) (quotation 

marks, citation, and brackets omitted). 

It is well settled that questions concerning the admissibility of evidence 

lie within the sound discretion of the trial court, and we will not reverse the 
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court’s decision absent a clear abuse of discretion. Commonwealth Fin.

Sys., Inc. v. Smith, 15 A.3d 492, 496 (Pa. Super. 2011). “An abuse of 

discretion may not be found merely because an appellate court might have 

reached a different conclusion, but requires a manifest unreasonableness, or 

partiality, prejudice, bias, or ill-will, or such lack of support so as to be clearly 

erroneous.” Keystone Dedicated Logistics, LLC v. JGB Enters., Inc., 77 

A.3d 1, 11 (Pa. Super. 2013) (citation omitted). In addition, “to constitute 

reversible error, an evidentiary ruling must not only be erroneous, but also 

harmful or prejudicial to the complaining party.” Winschel v. Jain, 925 A.2d 

782, 794 (Pa. Super. 2007) (citation and brackets omitted).

Finally, when judges serve as the finder of fact, the law presumes they 

will disregard inadmissible and/or prejudicial evidence. See, e.g., 

Commonwealth v. Fears, 836 A.2d 52, 71 n.19 (Pa. 2003) (holding that “a 

judge, as fact finder, is presumed to disregard inadmissible evidence and 

consider only competent evidence” (citation omitted)); In re J.H., 737 A.2d 

275, 279 (Pa. Super. 1999) (noting that in a proceeding where the judge is 

the fact finder, he or she is presumed to consider evidence for its proper 

purpose and “is equipped, through training and experience, to assess the

competency and relevance of proffered evidence and to disregard that which 

is prejudicial” (citation omitted)).

Here, after the trial court imposed its September 24, 2019 order 

directing the parties to cooperate in a commercially reasonable manner to 

effectuate the settlement agreement, the parties made several attempts to 
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resolve their disputes concerning the meaning of deferred compensation. This 

included court-ordered mediation with Judge Dianne Welsh (Ret.), on July 30, 

2020, which was unsuccessful, as well as the January 27 to 28, 2022 hearings 

related to the enforcement of the settlement agreement. Despite these robust 

efforts, the parties were unable to agree on a definition of “deferred 

compensation.” 

Thereafter, further litigation ensued, including the filing of crossmotions for contempt and sanctions. The trial court subsequently conducted 

a hearing on March 21, 2022 to resolve these conflicts and effectuate the 

settlement agreement. Ultimately, the trial court explained its interpretation 

of the settlement agreement in its June 9, 2022 order, which disposed of all 

pending motions including cross motions for contempt, sanction, and 

Appellants’ motion to vacate the trial court’s September 24, 2019 order. See

Trial Ct. Order, 6/9/22.

In its Rule 1925(a) opinion, the trial court explained:

[T]he parties dispute whether the payments under paragraphs 

1(a) and 1(b) of the Settlement Agreement should be treated as 

deferred compensation payments or stock redemption payments 

for tax purposes. The Settlement Agreement [] provides in 

relevant part, as follows: 

1) In exchange for the consideration set forth herein Jordan 

will surrender all of his shares in Printfly Corporation to 

Printfly Corporation and Jordan will be paid as follows: 

a. Will be paid deferred compensation from Printfly in an 

amount that will allow him to receive a net of $6.5 

million after taxes, to be paid within 120 days of a 

fully executed settlement agreement; 
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b. Will be paid deferred compensation from Printfly in an 

amount that will allow him to receive a net of $1.5 

million after taxes, to be paid on or before February 

15, 2020;

According to Printfly, the term “deferred compensation” under 

paragraphs 1(a) and 1(b) of the Settlement Agreement is 

undefined, and the “deferred compensation” meant making 

payment at a later time “in an amount that will allow him to 

receive a net of $6.5 million after taxes” based on the plain 

meaning of the term. Therefore, the payments totaling 

$8,229,242 paid as stock redemption for tax purposes were, in 

fact, in an amount that would allow Jordan to receive a net of $8 

million under the Settlement Agreement. 

However, [Appellants] assert that the term “deferred 

compensation” should be interpreted under the IRS definition. 

Therefore, the net payment of $8,000,000 should be paid to him 

as “Deferred Compensation” for tax purposes. Specifically, 

Printfly needs to pay him in the amount of $12,600,000, based 

upon a grossed-up value of the after-tax payments due in the 

amount of $8 million at a 45% tax rate. 

At the January 27-28, 2022 hearing, Printfly provided evidence to 

show that the term “deferred compensation” meant making 

payment at a later time. Specifically, there were no accountants 

in the room when the Settlement Agreement was reached and, 

according to Michael, “we wanted to give him a net number that 

he would receive after we figured out the best way to pay him, to 

make sure that he would get eight million in his pocket, after 

taxes” for his stock. Further, Michael testified that the payment 

being made as “wages” was never discussed, a deferred 

compensation plan did not exist at Printfly, Jordan was no longer 

employed by Printfly since 2017, and “the words that we said over 

and over . . . when we were talking about it was eight million after 

taxes and we’re going to figure out the most tax efficient way to 

pay, to which Jordan said, yeah, I don’t care how you pay me.”

Joanne Yeung (“Yeung”), Printfly’s accountant, testified as 

Printfly’s expert that she reported the transaction as the 

redemption of stock by Printfly in 2019, and the IRS has not 

disputed the designation. According to Yeung, if Printfly makes a 

“grossed up wages” payment to Jordan and reports it as deferred

compensation, the IRS would disallow it because Printfly has no 

deferred compensation plan, and the “grossed up wages” payment 
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will constitute an unreasonable compensation. Also, the IRS will 

recharacterize the payment as a stock redemption based on the 

economic substance of the transaction. 

Meanwhile, Jordan provides that he understood he would receive 

deferred compensation payments as wages. According to Jordan, 

before signing the Settlement Agreement, Michael told him Printfly 

could pay him a $15 million payment in the form of deferred 

compensation so that Printfly could benefit from a tax write-off. 

Also, Pressman testified that “the agreement was reached based 

on an understanding that it was being treated as wages, because 

Michael wanted Printfly to be able to take advantage of the wage 

deductions that Printfly was going to pay to offset its taxes.”

Instantly, the court interprets the Settlement Agreement in a 

commercially reasonable manner in accordance with the 

September 24, 2019 order. As the term “deferred compensation”

is not defined in the Settlement Agreement, the court looks at 

extrinsic evidence to determine the intent of the parties. Upon 

examining the evidence, the court concluded that the parties 

intended that Section 1(a) and Section 1(b) of the Settlement 

Agreement meant that Jordan would be paid a net of $8 million. 

Michael testified that “when we were talking about it was eight 

million after taxes and we’re going to figure out the most tax 

efficient way to pay, to which Jordan said, yeah, I don’t care how 

you pay me.” Also, Jordan agreed that the net proceeds he was 

entitled to would be $8 million and “not a penny more.”

When negotiating the Settlement Agreement, the parties have not 

discussed the IRS definition of “deferred compensation.”

Specifically, Pressman testified that “we weren’t looking at it 

under IRS guidelines with regards to whether or not it was 

deferred compensation plan.” There were no accountants in the 

room when the Settlement Agreement was reached. Further, the 

term “wages” is not referenced in the Settlement Agreement. 

Moreover, Jordan did not provide services to Printfly after he was 

terminated in 2017, and Printfly did not have a deferred 

compensation plan in place at any time before or after entering 

into the Settlement Agreement. With respect to Jordan’s concerns 

that treating the payments as stock redemption would subject him 

to additional legal and tax risks, Yeung has performed research on 

Jordan’s concerns of disproportionate distributions and S-Corp 
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issues and testified that there is no tax risk associated with 

reporting the payment as a stock redemption.[2]

Therefore, the court properly concluded in June 9, 2022 order that 

1) the parties intended that Section 1(a) and Section 1(b) of the 

Settlement Agreement reached on January 10, 2019 meant that 

Jordan would be paid a net of eight million dollars ($8,000,000) 

after taxes in exchange for his shares in Printfly, and 2) the parties 

did not intend that the payments in Section 1 be defined as 

“wages” or an IRS definition of “compensation.” Accordingly, the 

court’s interpretation of the Settlement Agreement comports with 

the ordinary meaning of the term and in accordance with a

commercially reasonable manner.

Trial Ct. Op. at 5-8 (footnotes omitted and some formatting altered).

Following our review of the record, we agree with the trial court and 

conclude that the term “deferred compensation” was ambiguous, as it was 

subject to more than one reasonable interpretation when applied to the facts 

of the instant case. See Harley, 265 A.3d at 684; PARC Holdings, Inc., 

785 A.2d at 112. As such, the trial court properly considered evidence outside 

of the agreement to determine the parties’ intent. See Harley, 265 A.3d at 

684. 

After considering the evidence and hearing argument from both parties, 

the trial court made a factual determination that the parties had intended to 

structure the settlement agreement so that Jordan would receive eight million 

dollars after taxes. See Trial Ct. Op. at 8. In reaching that conclusion, the 

trial court noted that Printfly did not have a deferred compensation plan, 

____________________________________________

2 Further, the record reflects that Printfly offered to pay their accountant to 

“handle Jordan’s tax returns for 2018, 2019, and 2020, to ensure he [had] 

no additional tax liability, and to pay any liability (if any) that [would arise] 

from the money he [was] receiving from Printfly.” R.R. at 1979a.
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Jordan had not been employed by Printfly since 2017, and there was no 

indication that the parties had made any reference to “wages” when creating 

the settlement agreement term sheet. See id. The trial court’s factual 

findings are supported by the record and we will not disturb them on appeal. 

See PARC Holdings, Inc., 785 A.2d at 112 (explaining that the “resolution 

of conflicting parol evidence relevant to what the parties intended by an 

ambiguous provision is for the trier-of-fact” (citation omitted)). 

Finally, there is no indication that the trial court relied on “inadmissible” 

or “irrelevant” evidence when making its factual determinations in this case. 

See Fears, 836 A.2d at 71 n.19 (stating that “a judge, as fact finder, is 

presumed to disregard inadmissible evidence and consider only competent 

evidence” (citation omitted)). Therefore, because we discern no abuse of 

discretion by the trial court, Appellants are not entitled to relief. See

Commonwealth Fin. Sys., Inc., 15 A.3d at 496.

Motion to Vacate

Appellants also contend that the trial court erred in denying their motion 

to vacate. Appellants’ Brief at 54. Specifically, Appellants argue that after 

the trial court concluded that the payments could not be made as deferred 

compensation wages, the court should have vacated its September 24, 2019 

order and sent the parties back to litigation rather than rewriting the 

settlement agreement. Id. at 56. In support, Appellants claim that there was 

no meeting of the minds concerning the material terms of the settlement 

agreement, and that “if the trial court believed that it could not force Printfly 
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to pay Jordan wages because he provided no services post-termination, or 

there was no deferred compensation plan, its remedy was not to rewrite the 

[agreement], but to find it unenforceable and to send the parties back to 

litigation.” Id. 

In ruling on Appellants’ motion to vacate, the trial court explained:

[Appellants] also appeal this court’s June 9, 2022 order disposing 

of [Appellants’] Motion to Vacate. In the Motion to Vacate, 

[Appellants] seek to vacate the court’s September 24, 2019 order

and claim that: (1) there was no meeting of the minds as to the 

material terms of the Settlement Agreement; and (2) the 

Settlement Agreement is void because enforcement of the 

Agreement requires Printfly to make deferred compensation 

payments to Jordan, which will cause Printfly to take a position 

that violates IRS regulations.

Judicial policy favors the settlement of lawsuits and in the absence 

of fraud and mistake the courts will enforce an agreement to settle 

a legal dispute. Greentree Cinemas, Inc. v. Hakim, 432 A.2d 

1039 (Pa. Super. 1981). The enforceability of settlement 

agreements is governed by principles of contract law. Mazzella, 

739 A.2d at 536. If all of the material terms of a bargain are 

agreed upon, the settlement agreement will be enforced. See id.

at 537. If, however, there exist “ambiguities and undetermined 

matters which render a settlement agreement impossible to 

understand and enforce,” such an agreement must be set aside. 

Id. [(citation omitted).] If there is an ambiguity, “extrinsic or 

parol evidence may be considered to determine the intent of the 

parties . . . it is for the fact finder to resolve ambiguities and find 

the parties’ intent.” See Metzger v. Clifford Realty Corp., 476 

A.2d 1, 5 (Pa. Super. 1984) [(citations omitted)]. Also, “a true 

and actual meeting of the minds is not necessary to form a 

contract. In ascertaining the intent of the parties to a contract, it 

is their outward and objective manifestations of assent, as 

opposed to their undisclosed and subjective intentions[,] that 

matter.” Ingrassia Constr. Co., Inc. v. Walsh, 486 A.2d 478, 

482-83 (Pa. Super. 1984) [(citations omitted)].

As discussed above, the parties intended that Section 1(a) and 

Section 1(b) of the Settlement Agreement meant that Jordan 
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would be paid a net of $8 million after taxes. Since the court has 

resolved any ambiguities in the Settlement Agreement upon 

examining the evidence, nothing renders the Settlement 

Agreement impossible to enforce and must be set aside. 

Therefore, there was a meeting of the minds regarding the 

material terms of the Settlement Agreement, and [Appellants’]

argument has been properly denied.

* * *

Under Pennsylvania law, a “contract which violates a statute is 

illegal and will not be enforced.” Robinson Coal Co. v. Goodall, 

72 A.3d 685, 690 (Pa. Super. 2013) [(citation omitted)]. An 

agreement will be considered void for illegality where it “cannot 

be performed without violating a statute.” Rittenhouse v. 

Barclay White Inc., 625 A.2d 1208, 1211 (Pa. Super. 1993)

[(citations omitted)]. 

[Appellants] claim that if the court enforces the Settlement 

Agreement as written and requires Printfly to make deferred 

compensation payments to Jordan, it will cause Printfly to take a 

position that violates IRS regulations. 

As explained above, the court interprets that the parties did not 

intend that the payments in Section 1 be defined as “wages” or 

an IRS definition of “compensation.” Accordingly, the terms of the 

Settlement Agreement would be enforced without violating the 

IRS rules. Therefore, [Appellants’] argument that enforcing the 

Settlement Agreement would violate the law has been properly 

denied.

Trial Ct. Op. at 8-10 (some formatting altered).

Following our review of the record, the parties’ briefs, and the trial 

court’s opinion, we affirm based on the trial court’s analysis of this issue. See 

id. Specifically, we agree with the trial court’s conclusion that although there 

was an ambiguity in the settlement agreement as to the meaning of deferred 

compensation, it did not render the agreement unenforceable. See Step Plan 

Servs., Inc., 12 A.3d at 408. As noted previously, the trial court, as fact
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finder, reviewed the parties’ evidence and determined the parties’ intent and 

resolved the ambiguity with respect to the term “deferred compensation.” 

See Trial Ct. Op. at 8-10. Therefore, the trial court did not err in denying 

Appellants’ motion to vacate.

Pre-Judgment Interest Award

In their final claim, Appellants argue that the trial court erred in 

declining to award Jordan pre-judgment interest. Appellants’ Brief at 56. 

Appellants claim that Printfly had Jordan’s wire instructions since 2019 and 

“could have wired the money to him at any point.” Id. at 58. Appellants 

assert that “[i]nstead of wiring the money to Jordan, Printfly concocted a 

scheme of attempting to get him to deposit checks so that they could argue 

that Jordan had accepted their characterization of the deal and gross up 

calculations as a stock redemption.” Id. Therefore, Appellants conclude that 

Jordan is entitled to interest on the funds dispersed in accordance with the 

settlement agreement. Id. at 59.

In Pennsylvania, a party is entitled to pre-judgment interest as a matter 

of law in cases where:

(1) a defendant commits a breach of a contract to pay a definite 

sum of money; or 

(2) a defendant commits a breach of contract to render a 

performance the value of which in money is stated in the contract; 

or 

(3) a defendant commits a breach of contract to render a 

performance the value of which is ascertainable by mathematical 

calculation from a standard fixed in the contract; or 
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(4) a defendant commits a breach of a contract to render a 

performance the value of which in money is ascertainable from 

established market prices of the subject matter[.] 

Davis v. Borough of Montrose, 194 A.3d 597, 613 (Pa. Super. 2018)

(citation omitted). In all other cases, “pre-judgment interest is awarded at 

the court’s discretion[.]” Id.

In the instant case, there is no indication that Appellees breached the 

parties’ settlement by failing to pay Jordan a definite sum of money. Indeed, 

the parties were involved in litigation to determine whether the term “deferred 

compensation” meant that Jordan was to be paid in wages or in exchange for 

his stock redemption. Further, as noted by the trial court, Printfly attempted 

to pay Jordan pursuant to paragraphs 1(a), 1(b), and 1(c) of the settlement 

agreement, but Jordan refused to accept payment.3 See Trial Ct. Op. at 4. 

Under these circumstances, we discern no abuse of discretion by the trial court 

in declining to award Jordan pre-judgment interest. See Davis, 194 A.3d at 

613. Therefore, Appellants are not entitled to relief on this issue. Accordingly, 

we affirm.

Order affirmed. Jurisdiction relinquished.

____________________________________________

3 As noted previously, Printfly also offered to indemnify Jordan, and stated 

that they would pay their accountant to “handle Jordan’s tax returns for 2018, 

2019, and 2020, to ensure he [had] no additional tax liability, and to pay any 

liability (if any) that [would arise] from the money he [was] receiving from 

Printfly.” R.R. at 1979a.
J-A12017-23

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Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 9/28/2023