J

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NON

- PRECEDENTIAL DECISION

- SEE SUPERIOR COURT I.O.P. 65.37

IN RE: THE ESTATE OF EDWARD P.

DOYLE, SR.

APPEAL OF: DANIEL DOYLE :

:

:

:

:

:

:

:

: IN THE SUPERIOR COURT OF

PENNSYLVANIA

No. 2308 EDA 2021

Appeal from the Decree Entered October 12, 2021

In the Court of Common Pleas of Delaware County

Orphans' Court at No(s): 0030

- 2021

- O

BEFORE: BOWES, J., McCAFFERY, J., and SULLIVAN, J.

MEMORANDUM BY SULLIVAN, J.: FILED FEBRUARY 10, 2023

Daniel Doyle (“ Doyle ”) appeals from the decree g ranting the petition for

approval of sale of real property o n the open real estate market filed by the

administratrix of the Estate of Edward P. Doyle, Sr . (“Decedent”) . We affirm

.

Decedent died intestate in December 2019 leaving his eleven children

as his intestate heirs (“heirs”)

. 1 T he heirs were unable to agree which heir

should administer Decedent’s estate

. C onsequently

, the orphans’ court

appointed Alice Buggy Miller, Esquire (“Administratrix”)

, to do so

. The subject

dispute involves real property owned by Decedent at 29 Rodmor Road in

Havertown, Delaware County (“the property”)

. In October 2020, t he

Administratrix informed the heirs that she intended to have the property

_________________ __________ ______ ____ _______

1 The heirs are as follows: Kathleen Doyle Sifter ; Edward P. Doyle, Jr.; Michael

P. Doyle; Joan Wagner; Susan M. Mehan; Patricia Dolan; Jane Much;

Rosemarie Leicht; Amy Bradley; Daniel Doyle; and Rene Garnett.J

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appraised and inquired if any of the m wished to purchase the property

. Doyle

responded in the affirmative. O n November 9, 2020, the Administratrix sent

another email to the heirs in which she informed the m that Doyle had

expressed an in terest i n purchasing the property

. Thereafter, the

Administratrix and Doyle verbally agreed that Doyle would purchase the

property “as is” for $300,00 0 in cash, with no property inspection , mortgage,

or other contingencies

. The A dministratrix informed th e other heirs of this

agreement

.

On November 30 , 2020, William Bonner, Esquire, sent a letter to the

Administra trix indicating that he represented six of the heirs who had concerns

regarding the sale price of the property in the proposed sale to Doyle

. 2 Upon

inquiry , the Administratrix discovered that several of the heirs did not want

the property to be sold to Doyle and /or believed that the proposed sale price

was below the fair market value of the property. Accordingly, on that same

date, t he Administratrix sent an email to all of the heirs , including Doyle

,

informing them that , because the sale to Doyle was contested by some of the

heirs

, she would petition the orphans’ court for approv al of the sale

.

On December 9, 202 0, the Administratrix sent an email to Doyle

requesting proof of financing or available funds with which to purchase the

property. Doyle provided the requested proof of financing to the

_________________ __________ ______ ____ _______

2 Attorney Bonner represented : Kathleen Doyle Sifter; Edward P. Doyle, Jr.;

Michael P. Doyle; Jo an Wagner; Susan M. Mehan; and Patricia Dolan

.J

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-

Administratrix . On December 21, 2020

, counsel for the Administratrix s ent

an email to Doyle attaching the proposed agreement for the sale of the

property (“A greement of Sale ”) which was a standardized form . On December

29, 2020, the Administratrix sent another email to Doyle explaining that she

wished to file the petition for approv al of sale of the property to Doyle in the

orphans’ court but could not do so withou t attaching a copy of the fully

executed Agreement of Sale

. The Administratrix also discussed the petition

for approval of sale of the property to Doyle with Doyle via telephone. On

December 31, 2020, Doyle executed the Agreement of Sale.

On January 20, 2021

, t he Administratrix filed a petition for approval of

sale of the property to Doyle , attaching a copy of the Agreement of Sale to

the petition. After obtain ing an updated appraisal which valued the property

at $360,000 , six of the heirs opposed the petition on the basis that the sale

price was below fair market value. Four of the heirs submitted a joint of fer to

purchase the property for $310,000. 3 On May 12, 2021, t he orphans’ court

conducted a hearing on the petition at which several witnesses testified

. On

that same date , the orphans’ court entered a decree den ying the petition

. 4

_________________ __________ ______ ____ _______

3 The four heirs who submitted a joint offer to purchase the property for

$310,000 were Kathleen Doyle Sifter; Edward P. Doyle, Jr.; Michael P. Doyle;

and Patricia Dolan

.

4 The orphans’ court refer s to the decree as having been entered on May 13,

202 1 ; however, the docket reflects that the decree was entered on May 12,

202 1

.J

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-

The Administratrix filed a motion for reconsideration or clarification

, which the

orphans’ court denied. Doyle filed a lis pendens on the property and a writ of

summons. He thereafter filed a civil complaint for specific performance of the

Agreement of Sale and monetary damages against the Administratrix.

On July 9, 2021, the Administratrix filed a second petition for approval

of sale wherein she requested approval from the orphans’ court to sell the

property o n the open real estate market. Therein , t he Administratrix argued

that the absence in the Agreement of Sale of a condition that the sale be

approved by the orphans’ court was a mutual mistake of fact

. The

Administratrix further argued that the orphans’ c ourt’s May 1 2 , 2021 decree

denying the petition for approval of sale to Doyle voided the Agreement of

Sale . The Administratrix submitted a statement from a real estate agent who

estimated the property’s market value at $400,000. The four heirs who

submit ted the joint offer to purchase the property for $310,000 requested that

the property be listed on the open real estate market and that their offer be

considered. Four of the remaining heirs opposed the petition

. Doyle

separately filed preliminary objections to the petition for approval. On July

21, 2021 , the orphans’ court conducted a hearing at which it initially granted

the petition for approv al of sale but then vacated that ruling and scheduled

another hearing to address the prelimi nary objections filed by Doyle. On

August 11, 2021 , the orphans’ court conducted a hearing on Doyle’s

preliminary objections before overruling them. The orphans’ court thenJ

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scheduled a further hearing on the petition for approv al of sale on the open

real estate market

. Doyle filed an answer and new matter to the petition for

approv al of sale on the open real estate market

.

At a hearing conducted on September 13, 2021, the orphans’ court

consolidated this matter with the civil action filed by Doyle and heard

testimony from several witnesses , including the Administratrix and Doyle

. The

Administratrix testified, inter alia , that on November 30, 20 20 , she sent an

email to the heirs informing them that she intended to petition the orphans’

court for appro val of the sale of the property to Doyle because some of the

heirs did not want Doyle to purchase the property

. See N.T., 9/13/21, at 20

-

21

. The Administratrix further testified that she spo ke with Doyle via

telephone and discussed the need for him to sign the Agreement of Sale so

that she could attach it to the petition for approval of sale of the property to

Doyle. Id . at 21

. T he Administratrix also identified the em a il she sent Doyle

on December 29, 2020, wherein she indicated that she wanted to file the

petition for approval of sale but could not do so without the executed

Agreement of Sale. Id . at 22. T he Administratrix explained that Doyle

thereafter executed the Agreement of Sale on December 31, 20 20. Id

. Doyle

testified that he received the emails from the Administratrix and understood

that she would be petitioning the orphans’ court for approval of the sale

because several of his siblings did not want him to purchase the property. Id

.

at 52

- 53. Doyle additionally testified that he understood that “[ theJ

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Administratrix ] was under a lot of pressure from some of [his] other sibling s

and that she just wanted everything to be on the up and up . . . [and] was

going to the court so that the [c]ourt could rubber stamp it .” Id . at 64. Doyle

specifically testified that he believed that the Administratrix was filing the

petition “to make sure the [c]ourt knew she was being very fair and

straightforward with her actions . . ..” Id . at 65.

On October 12 , 2021, the orphans’ court entered orders grant ing the

petition to approve sale of the property on the open real estate market an d

dismiss ing Doyle’s collateral action as moot

. On October 13, 2021, the

orphans’ court entered its findings of fact and conclusions of law wherein it

determined that the “missing [ c ] ourt [ a ] pproval clause was a material term of

the Agreement [of Sale ] ” w hich required the court to set aside the Agreement

of Sale based on the doctrine of mutual mistake. Finding s of Fact and

Conclusions of Law, 10/13/21 , a t 37 (Conclusions of Law Nos. 41, 43 )

. The

orphans’ court further determined that the sale to Doyle “ did not occur

because the condition precedent, the [c]ourt [a]pproval of the Agreement [of

Sale], did not happen.” Id

. (Conclusion of Law No. 40)

. Doyle filed a timely

notice of appeal

, and bot h he and the orphans’ court complied with Pa.R.A.P.

1925.

Doyle raises the following issues for our review:

A. Whether the contractual doctrine of mutual mistake of fact

permits the trial court to set aside a written and integrated

contract for the sale of r eal property where the alleged mistakeJ

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- relates not to the real estate itself but instead to a clause that

the sale was contingent upon court approval?

B. Whether, in the absence of mistake, accident, or fraud,

principles of contract law and 20 Pa.C.S.A. § 3360 require the

trial court to compel specific performance by the estate

pursuant to the terms of a written and integrated contract for

the sale of real property?

Doyle’s Brief at 4.

Our standard of review is as follows:

When reviewing a decree entered by the o rphans ’ c ourt , this

Court must determine whether the record is free from legal error

and the court ’ s factual findings are supported by the evidence.

Because the o rphans ’ c ourt sits as the fact

- finder, it determines

the c redibility of the witnesses and, on review, we will not reverse

its credibility determinations absent an abuse of that discretion.

However, we are not constrained to give the same deference to

any resulting legal conclusions.

In re Estate of Harrison

, 745 A.2d 676, 678

- 79 (Pa. Super. 2000 ) (internal

citations

, quotation marks

, and unnecessary capitalization omitted ). An

o rphans ’ c ourt decision will not be reversed unless there has been an abuse

of discretion or a fundamental error in applying the correct principles of law.

See In re Estate of Luongo

, 823 A.2d 942, 951 (Pa. Super. 200 3)

.

In his first issue, Doyle contends that the orphans’ court erred by setting

aside the Agreement of Sale based on a mutual mistake of fact. We most

commonly have allowed reformation of mistaken contract provisions in cases

of “ scriveners ’ errors,” where the parties’ writing mistakenly failed to record

their agreed

- upon intentions. See Murray v. Willistown T wp. , 169 A.3dJ

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-

84, 91 (Pa. Super. 2017). This Court has explained the doctrine of mutual

mistake of fact as follows:

The doctrine of mutual mistake of fact serves as a defense

to the formation of a contract and occurs when the parties to the

contract have an erroneous belief as to a basic assumption of the

contract at the time of formation which will have a material effect

on the agreed exchange as to either party. A mutual mistake

occurs when the written instrument fails to set forth the true

agreement of the parties. The language on the instrument should

be interpreted in the light of subject matter, the apparent object

or purpose of the parties an d the conditions existing when it was

executed.

Voracek v. Crown Castle USA Inc.

, 907 A.2d 1105, 1107

- 08 (Pa. Super.

2006) (citation s and quotation s omitted)

. A contract may be reformed or

rescinded based on a mutual mistake if “(1) the mistake relates to an essential

fact which formed the inducement to [the contract], and (2) the parties [can

be] placed in their former position with reference to the subject

- m atter of [the

contract].” Id

. (citation omitted, cleaned up). In addition, “the mistake must

not be one as to which the party seeking relief bears the risk.” Step Plan

Servs., Inc. v. Koresko

, 12 A.3d 401, 410 (Pa. Super. 2010) (emphasis and

citation o mitted). A party seeking reformation or recission based on a mutual

mistake must present clear and convincing evidence of the mistake. Smith

v. Thomas Jefferson Univ. Hosp.

, 621 A.2d 1030, 1032 (Pa. Super. 1993).

Doyle asserts that he testified unimpeached at trial that he never

believed that the Agreement of Sale was contingent upon court approval.

Doyle maintains that, although he received two emails from the Administratrix

in which she indicated her intention to petition the orphans’ c ourt for approva lJ

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-

of the sale of the property to him

, the record is devoid of any evidence to

suggest that the Agreement of Sale was contingent on such approval. Doyle

points out that

, within the Agreement of Sale

, he specifically waived all

contingencies and inspections. According to Doyle, t he Administratrix ’ s failure

to include a contingency clause regarding court approval was, at most, her

unilateral mistake which cannot as a matter of law afford relief un der the

doctrine of mutual mistake of fact.

Doyle further argues that t he contractual defense of mutual mistake of

fact requires that the party seeking avoidance prove that the fact at issue was

essential and relate s to a basic assumption on which the contract was made.

Doyle asserts that a contingency clause for court approval does not relate in

any way to the property or to the agreed

- upon consideration and

, therefore

,

cannot as a matter of law be deemed an essential fact or involve a basic

assumptio n on which the contract was made. Doyle claims that even if the

contingency clause can be considered an essential fact, the record does not

support a finding that the presence of the contingency clause was

contemplat ed by both parties as a condition of assent.

Doyle claims that the absence of a contingency clause for court approval

d id not affect the Administratrix ’ s ability to convey the property, nor did it

affect his ability to purchase the property. Doyle further contends that the

absence of a contingency clause cannot be considered as a fact in existence

at the time of the formation of the contract which was unknown to both partiesJ

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-

because t he Agreement of Sale is a written and integrated document wh ich

was signed by both parties.

Finally, Doyle points out that he was not represented by counsel prior

to the time he executed the contract on December 31, 2020. He argues that

because the Administratrix

, who was represented by counsel, drafted the

Agreement of Sale

, she should bear the risk of her unilateral mistake

. Doyle

claims that the orphans’ court erred by refusing to allocate the risk of mistake

to the Administratrix.

The trial court considered D oyle’s first issue and concluded that it lack ed

merit. The court reasoned:

The evidence, in this matter, is clear and convincing that

both parties agreed that the provision for c ourt approval would be

in the Agreement of Sale.

T he Administratrix credibly testified that upon receiving

Attorney Bonner ’ s November 30, 2020 letter on behalf of six heirs,

she wrote an email to all the heirs, including

. . . Doyle, wherein

it stated as follows: “ 2) As it seems clear some of

. . . you do no t

want your brother Daniel to purchase the house, I will petition the

court for approval. ” See R1

- 2; P

- 1; (N.T. [,] 9/13/21 [,] at 42

- 43,

68). The Administratrix specifically testified that she knew that

the sale of the p roperty was going to be a fight because she knew

a certain amount of the heirs objected to the sale to

. . . Doyle

and those h eirs communicated those objections orally and/or in

writing to her. See R1

- 2; (N.T. [,] 09/13/21 [,] at 29

- 30).

. . ..

The Administratrix testified that on December 29, 202 [0]

, she emailed

. . . Doyle wherein she asked the signed Agreement

of Sale to be sent to her because she wanted to attach [it] to the

p etition to a pprove the s ale of r eal e state. (N.T. [,] 09/13/21 [,] at

21

- 22, 40); s ee P

- 2. In the December 29, 202 [0] email, the

Administratrix stated “ Hello. I was really hoping to file my petition

to approve the sale of the house this week. But we can ’ t file the

petition without the [A] greement of [S] ale

. . .. ” I d

. TheJ

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-

Administratrix testified that she also spoke with

. . . Doyle on the

phone where she specifically discussed the need for him to sign

the Agreement [of Sale] for her to attach it to the p etition for the

a pproval of the [A] greement of [S] ale. Id

. at 21. The

Administratrix believed that the Agreement of Sale wa s contingent

upon the o rphans ’ c ourt approval. (N.T. [,] 09/13/21 [,] at 23).

The Administratrix testified that she did not know that the court

approval clause was not in the Agreement of Sale until

. . . Doyle ’ s

counsel informed her in approximately May 2021. Id

. at 47.

[] Doyle testified that he thought that he received the

p etition for a pproval of the s ale of r eal e state filed on January 21,

202 [1]

. (N.T. [,] 09/13/21 [,] at 57

- 58). As to the November 30,

2020 email from the Administratrix discussing the Agreement

being submitted to the o rphan [ s’] c ourt,

. . . Doyle testified that [:]

S o I was under the impression, [the

Administratrix] just wanted the c ourt to be aware of

the fact that there was some contention from certain

siblings of mine. That they did not want me to buy

the home for whatever reason.

Id

. at 52

- 53.

. . . Doyle further testified that his understanding

[of the] Administratrix ’ s representations regarding the filing of a

petition regarding the sale was [ as follows : ]

I believe that [the Administratrix] was going to

the c ourt so that the c ourt could rubber stamp it. To

say that hey, we entered into an agreement

. . .. Threatening litigation and I believe that she just

wanted to make sure that the c ourt knew she was

being very fair and straight forward [ sic ] with her

actions which she was.

Id

. at 64. It is clear from the evidence that the Administratrix

and

. . . Doyle intended to include a c ourt a pproval clause for the

sale of the p roperty. The evidence also shows that both parties

thought that the clause was included. (N.T. [,] 09/13/21 [,] at 21

- 22, 40,42

- 43); s ee R 1

- 2, P

- 2.

Even if the mistake is unilateral, if the non

- mistaken party

knows or has reason to know of the unilateral mistake, and the

mistake, a s well as the actual intent of the parties, is clearly

shown, relief will be granted to the same extent as a mutualJ

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-

mistake. Twin City [ Fire Ins. Co., v. Pittsburgh Corning

Corp.

, 813 F. Supp. 1147, 11 50 (W.D. Pa. 1992) ] (citing Line

Lexington Lumber & Millwork Co., Inc. v. Pennsylvania

Publishing Corp., et al

., 301 A.2d 684, 687 (Pa. 1973)); Lanci

v. Metropolitan Ins. Co.

, 564 A.2d 972, 974 (Pa. Super. []

1989); RegScan, Inc. v. ConWay Transp. Services, Inc.

, 875

A.2d 332, 340 (Pa. Super. [] 20 05). A mistake by one party, and

knowledge of the mistake by the other, should justify relief as fully

as a mutual mistake. Twin City

, supra (citing Line Lexington

,

supra at 687

- 688). Where the first party knows what the other

party actually intended, the instrument will be reformed to

conform to that intention. Id

.

The Administratrix credibly testified that she was not aware

that the clause for c ourt a pproval was missing from the Agreement

of Sale until May of 2021. Even if

. . . Doyle argued that it was a

unilateral mistake, since

. . . Doyle clearly testified that he knew

the clause of c ourt a pproval would be included in the Agreement

of Sale, relief should be granted as if it was a mutual mistake.

. . . [T] he Agreement of Sale should only be enforced as it was

intended to be written. Therefore, the o rphans ’ c ourt properly

granted the p etition to a pprove the s ale of r eal e state and set

aside the Agr eement of Sale between the Administratrix and

. . . Doyle.

[T] he law recognizes that mistakes happen in drafting

contracts. It provides that when the parties have come to an

agreement as to the terms of that contract, the contract as agreed

to should be enforced.

The evidence, in this matter, is clear and convincing that the

understanding between the Administratrix and

. . . Doyle as to

their intention was to include the c ourt a pproval term in the

Agreement of Sale. Both parties mistakenly believed that the

approval condition was included in the contract when it was

executed.

. . . [T ] he Agreement of Sale should only be enf orced

as it was intended to be written. This contract could not be

enforced as written because the approval condition was not

included in the Agreement of Sale. Therefore, the o rphans ’ c ourt

properly granted the p etition to a pprove the s ale of r eal e stat e

and set as ide the Agreement of Sale between the Administratrix

and

. . . Doyle.J

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-

Trial Court Opinion, 3/28/22, at 24

- 28 (unnecessary capitalization and some

citations omitted).

The orphans’ court further determined that the presence of an

integration clause in the Agreement of Sale was irrelevant, as the evidence

established that both parties acknowledged that they agreed to a term that

was mistakenly left out of the Agreement. Id

. at 28.

Regarding the risk of a mistake

, the orphans’ court determined that

Section 154(b) of the Restatement (Second) of Contracts 5 did not apply

because there was no agreement between the parties as to the allocation of

risk. Id

. at 30. The court further determined that because both parties

believed that the court approval clause was included in the Agreement of Sale,

the there was no need to require the Administratrix to bear the risk of loss.

Id

. at 30

- 31.

_________________ __________ ______ ____ _______

5 Section 154 of the Restatement (Second) of Contracts provides:

§154. When a Party Bears the Risk of a Mistake

A party bears the risk of a mistake when (a) the risk is allocated

to him by agreement of the parties, or (b) he is aware, at the time

the contract is made, that he has only limited knowledge with

respect to the facts to which the mistake relates but treats his

limited know ledge as sufficient, or (c) the risk is allocated to him

by the court on the ground that it is reasonable in the

circumstances to do so.

Restatement (Second) of Contracts § 154 (1981).J

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-

We discern no abu se of discretion or legal error by the orphans’ court

.

T he record amply supports its determination that the Agreement of Sale

should be reformed due to a mutual mistake by the parties

. As of November

30, 2020, both t he Administratrix and Doyle knew that the Administratrix

intended to petition the orphans’ court for approval of the sale of the property

to Doyle because the sale was contested by several of Decedent’s heirs

. When

Doyle executed the Agreement of Sale on December 31, 2020, he did so

knowing that the document he was signing would be attached to a petition to

the orphans’ court seeking approval of the sale of the property to him

. Thus,

the record is clear that, before the Agreement of Sale was executed

, both

parties understood that the sale of the property to Doyle was disputed and

contingent on the approval of the orphans’ court. See Voracek

, 907 A.2d at

1107

- 08 (explaining that a mutual mistake occurs when the written

instrument fails to set forth the true agreement of the parties ) ; see also

Murray

, 169 A.3d at 91 ( explaining that reformation of mistaken contract

provisions is commonly permitted in cases of “ scriveners ’ errors,” where the

parties’ writing mistakenly failed to record their agreed

- upon intentions )

.

Moreover, as explained above, a contract may be reformed or rescinded

based on a mutual mistake if the mistake relates to an essential fact which

formed the ind ucement to the contract, and (2) the parties can be placed in

their former position with reference to the subject

- matter of the contract See

Voracek

, 907 A.2d at 1107

- 08. Here, reformation of the Agreement of SaleJ

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-

was appropriate because the mistake related to the absence of a court

approval clause and Doyle was induced to execute the Agreement of Sale so

that it could be presented to the orphans’ court for approval

. Further, the

p arties can be placed in their form er position with reference to the property

( i.e

., t he Administratrix may offer the property for sale and Doyle may again

seek to purchase the property

, albeit on the open real estate market).

Finally

, the orphans’ court was required to interpret the language of the

Agreement of Sale “ in the light of subject matter, the apparent object or

purpose of the parties and the conditions existing when it was executed. ” Id

.

Here, the sale of the property was not a private transaction between two

independent parties. Instead, the parties consisted of the Administratrix of

the Decedent’s estate and one of the eleven heirs to whom the Administratrix

owed a fiduciary duty to liquidate the Decedent’s estate fo r purposes of

distribution to all the heirs. The subject matter of the Agreement of Sale was

an asset of Decedent’s estate

, and the objective of the agreement was to

liquidate an estate asset so that the proceeds coul d be dispersed among the

eleven heirs

. The conditions existing when the Agreement of Sale was

executed by Doyle on December 31, 2020, w ere such that both parties to the

Agreement of Sale understood that the Administratrix intended to petition the

orphans’ court for approval of the sale because several of the heirs contested

the sale on the basis that the sale price was below the fair market value of

the property. Thus, the subject matter and p u rpose of the Agreement of S ale,J

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-

as well as the conditions existing at the time it was executed by Doyle

, further

support the orphans’ court’s determination that the Agreement of Sale should

be reformed due to a mutual mistake

. Accordingly, Doyle’s first i ssue merits

no relief.

In his second issue, Doyle argues that the Administrat ri x breached the

Agreement of Sale by failing to convey the property to him

, and that he was

entitled to specific performance of the Agreement of Sale

. The orphans’ court

determined that the issue was meritless because the May 12, 2021 order

denying the petition for approval of sale of the property to Doyle invalidated

the Agreem ent of Sale by operation of law. Id

. at 43. The orphans’ court

explained that it “could not, therefore, order specific performance for an

invalid agreement of sale.” Id

.

Based on our determination that the orphans’ court did not err or abuse

its discretion by reforming the Agreement of Sale to include a court approval

clause

, there was no enforceable Agreement of Sale following the entry of the

orphans’ court’s May 12, 2021 order denying the petition to approve the sale

of the property to Doyle. See Murray , 169 A.3d at 93 (holding that the

appellant was not entitled to specific performance of the original contract

where the trial court properly reformed the contract). Accordingly, Doyle’s

second issue is moot

.

Order affirmed.J

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-

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 2/10/2023