J-A21039-23 & J-A21040-23

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

COMPLETE BUSINESS SOLUTIONS 

GROUP, INC.

v.

ALAN REDMOND 

Appellant

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 2591 EDA 2022

Appeal from the Order Entered September 26, 2022

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

No(s): 220202794

COMPLETE BUSINESS SOLUTIONS 

GROUP, INC., BY AND THROUGH ITS 

COURT-APPOINTED RECEIVER, RYAN 

K. STUMPHAUZER 

Appellants

v.

ALAN REDMOND

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 1109 EDA 2023

Appeal from the Order Entered September 26, 2022

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

No(s): 220202794

BEFORE: BENDER, P.J.E., DUBOW, J., and NICHOLS, J.

MEMORANDUM BY BENDER, P.J.E.: FILED MAY 9, 2024

Alan Redmond (“Redmond”) appeals at docket no. 2591 EDA 2022 from 

the September 26, 2022 order overruling in part his preliminary objections,

which sought to compel arbitration of the claims asserted against him in a 
J-A21039-23 & J-A21040-23

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complaint filed by Complete Business Solutions Group, Inc. (“CBSG”). 

Additionally, CBSG, by and through its court-appointed receiver, Ryan K. 

Stumphauzer, appeals from the same order at docket no. 1109 EDA 2023 to 

the extent that said order sustained Redmond’s preliminary objections and 

compelled arbitration of its claims.1 After careful review, we affirm in part, 

reverse in part, and remand for further proceedings. 

The trial court summarized the relevant facts and procedural history as 

follows:

This dispute arises out of an alleged failure to make payment 

under a series of agreements for the purchase and sale of future 

receivables. Pursuant to the agreements, eight in total, [CBSG] 

purchased certain accounts receivable from entities controlled by 

[Redmond]. In connection with, and as an incorporated term of 

each agreement, [Redmond] personally guaranteed the 

obligations. 

Each of the eight agreements is substantially similar in form and 

substance and all of the agreements contain a clause 

incorporating any previous obligations available under prior 

agreements between the contracting parties, in addition to a 

clause permitting disputes arising out of or related to the business 

relationship of the contracting parties to be brought in any court 

of common pleas. 

However, only the three earliest in time of these agreements —

those dated 11/19/2019, 03/17/2020, [and] 05/15/2020 —

contain a clause expressly requiring any dispute arising out of or 

in connection with the agreements to be submitted to arbitration. 

Exhibits A, B, C to the Complaint[, 2/28/22]. These three 

____________________________________________

1 For ease of disposition, we consolidate the appeals at docket nos. 2591 EDA 

2022 and 1109 EDA 2023 sua sponte, as the issues in both matters involve 

the same parties and are closely related. See Pa.R.A.P. 513 (“Where there is 

more than one appeal from the same order, ... the appellate court may, in its 

discretion, order them to be argued together in all particulars as if but a single 

appeal.”).
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agreements also limit the jurisdiction of courts of common pleas 

to only ... those claims not subject to the binding arbitration 

clause. In contrast, the latter five agreements — those dated 

06/03/2020, 06/17/2020, 07/01/2020, 07/13/2020, and 

07/23/2020 — do not contain a binding arbitration clause or limit 

what disputes arising under the agreements or arising out of or 

related to the business relationship may be brought in a [c]ourt of 

[c]ommon [p]leas. Exhibits D, E, F, G, and H to the Complaint.[2]

On February 28, 2022, Ryan K. Stumphauser..., on behalf of 

CBSG, initiated this action against [Redmond] to enforce CBSG’s 

rights under the agreements[.]

3

 [Redmond] responded with 

preliminary objections, asserting that this court lacked jurisdiction 

because [CBSG] was required to submit any claims related to all 

eight agreements to arbitration. Finding that only the three 

earliest in time agreements were subject to a binding arbitration 

clause, and that the parties did not mutually assent to having the 

remaining five agreements subject to binding arbitration, this 

court sustained the preliminary objections only to those three 

earliest in time agreements and overruled the remaining 

preliminary objections. [See Order, 9/26/22 (single page).]

3 On July 27, 2020, the United States District Court for the 

Southern District of Florida appointed [Ryan K. 

Stumphauser] as the receiver for CBSG, and related 

entities, in Securities and Exchange Commission v. 

Complete Business Solutions Group, Inc., et al., at 

[d]ocket [no.] 20-cv-81205-RAR. 

Trial Court Opinion (“TCO”), 1/4/23, at 1-3 (some footnotes omitted). 

Redmond filed — at docket no. 2592 EDA 2022 — a timely notice of 

appeal from the September 26, 2022 order, which overruled, in part, his 

preliminary objections seeking to compel arbitration of the claims related to 

____________________________________________

2 The purchase agreements dated 11/19/2019, 03/17/2020, 05/15/2020 

06/03/2020, 06/17/2020, 07/01/2020, 07/13/2020, and 07/23/2020, are 

referred to herein as Exhibits A, B, C, D, E, F, G, and H, respectively. The 

agreements dated 11/19/2019 and 7/23/2020 are also sometimes referred to 

herein as the “First Agreement” and the “Eighth Agreement[,]” respectively.
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all eight agreements.3 The trial court ordered him to file a Pa.R.A.P. 1925(b) 

concise statement of errors complained of on appeal, and he timely complied. 

The trial court filed a responsive Rule 1925(a) opinion on January 4, 2023. 

On December 27, 2022, CBSG petitioned this Court for permission to appeal 

the September 26, 2022 interlocutory order, pursuant to Pa.R.A.P. 1311(a)(1) 

and 42 Pa.C.S. § 702(b). On May 8, 2023, we granted CBSG’s petition, 

allowing its appeal to proceed at docket no. 1109 EDA 2023, and directed the 

prothonotary to list this appeal consecutively with Redmond’s appeal at no. 

2591 EDA 2022. The trial court did not direct CBSG to file a Rule 1925(b) 

concise statement; however, it filed a duplicate Rule 1925(a) opinion on May 

16, 2023.4 

Herein, Redmond presents the following issues for our review: 

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3 We recognize that an order overruling preliminary objections is an 

interlocutory order. See In re Estate of Atkinson, 231 A.3d 891, 897 (Pa. 

Super. 2020). “The law is clear, however, that an order overruling preliminary 

objections that seek to compel arbitration is an interlocutory order appealable 

as of right pursuant to 42 Pa.C.S. § 7320(a)(1) and Pa.R.A.P. 311(a)(8).” Id.

(citations omitted). See also 42 Pa.C.S. § 7320(a)(1) (“An appeal may be 

taken from ... [a] court order denying an application to compel arbitration 

made under section 7304 (relating to proceedings to compel or stay 

arbitration).”); Pa.R.A.P. 311(a)(8) (“An appeal may be taken as of right ... 

from ... [a]n order that is made final or appealable by statute or general rule, 

even though the order does not dispose of all claims and of all parties.”). 

Thus, we conclude that Redmond’s appeal is properly before us. 

4 Because the Rule 1925(a) opinions submitted by the trial court in each of 

the above matters are identical in substance, for ease, we refer to the trial 

court’s January 4, 2023 opinion filed at docket no. 2591 EDA 2022 as the 

“TCO” for these consolidated appeals. 
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1. Whether the trial court erred in overruling, in part, 

[Redmond’s] preliminary objections seeking to compel 

arbitration for [CBSG’s] claims based on the agreements 

attached as Exhibits D, E, F, G[,] and H to the complaint, 

where: (a) the earlier in time agreements attached as Exhibits 

A, B, and C to the complaint contained mandatory arbitration 

clauses; (b) each of those earlier in time arbitration 

agreements apply to all “other agreements” between the 

parties; and (c) the trial court lacked jurisdiction to determine 

the scope of the arbitration clauses in Exhibits A, B[,] and C[,] 

since the arbitration clauses require the issue of arbitrability —

that is, whether the claims asserted are within the scope of the 

arbitration clause — must be decided by the arbitrator, not the 

court? 

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2. Whether, even if the trial court had jurisdiction to determine 

the scope of the arbitration clauses, the trial court still erred in 

overruling, in part, [Redmond’s] preliminary objections seeking 

to compel arbitration for [CBSG’s] claims based on the 

agreements attached as Exhibits D, E, F, G[,] and H to the 

complaint, where: (a) there were binding arbitration clauses 

appearing in the earlier in time agreements attached as 

Exhibits A, B[,] and C to the complaint; (b) each of those earlier 

in time agreements contained “Incorporation” clauses 

mandating arbitration for all claims “arising from other 

agreements,” and (c) the earlier in time agreements expressly 

stated that all “terms” “shall survive” the execution of the 

agreements and “shall continue in full force” until all obligations 

have been satisfied in full? 

Brief of Appellant (“Redmond’s Brief”), 4/17/23, at 4-5 (No. 2591 EDA 2022) 

(unnecessary capitalization omitted).

Additionally, CBSG raises the following sole claim:

Whether the trial court erred in granting in part, [Redmond’s] 

preliminary objections seeking to compel arbitration based on the 

agreements attached to [CBSG’s] complaint as Exhibits A, B, and 

C, where: (a) the eighth and final agreement, i.e., the controlling 

agreement and attached to the complaint as Exhibit H, does not 

contain an arbitration provision and unambiguously eliminated the 

arbitration provisions appearing in earlier agreements through 

integration and incorporation; (b) [Redmond’s] prior payment
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obligations owing under earlier agreements were incorporated and 

restated in [the] eighth and final agreement; and (c) [Redmond] 

explicitly consented to jurisdiction and venue in the Court of 

Common Pleas of Philadelphia County?

Brief of Appellant (“CBSG’s Brief I”), 6/28/23, at 5 (No. 1109 EDA 2023)

(unnecessary capitalization omitted). 

We review the trial court’s ruling on the preliminary objections seeking 

to compel arbitration to determine whether its decision was supported by 

substantial evidence and whether the trial court abused its discretion. In re 

Estate of Atkinson, 231 A.3d at 898. 

In doing so, we employ a two-part test to determine whether the 

trial court should have compelled arbitration. The first 

determination is whether a valid agreement to arbitrate exists. 

The second determination is whether the dispute is within the 

scope of the agreement. 

Whether a claim is within the scope of an arbitration provision is 

a matter of contract, and as with all questions of law, our review 

of the trial court’s conclusion is plenary. The scope of arbitration 

is determined by the intention of the parties as ascertained in 

accordance with the rules governing contracts generally. These 

are questions of law and our review is plenary. 

Arbitration is a matter of contract, and parties to a contract cannot 

be compelled to arbitrate a given issue absent an agreement 

between them to arbitrate that issue. Even though it is now the 

policy of the law to favor settlement of disputes by arbitration and 

to promote the swift and orderly disposition of claims, arbitration 

agreements are to be strictly construed and such agreement 

should not be extended by implication. 

Elwyn v. DeLuca, 48 A.3d 457, 461 (Pa. Super. 2012) (internal citations and 

quotation marks omitted). 

Initially, we reject Redmond’s claim that the trial court lacked 

jurisdiction to determine the scope of the arbitration clauses in Exhibits A, B, 
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and C, based on his contention that the arbitration clauses require the issue 

of arbitrability to be decided by an arbitrator, not the court. See Redmond’s 

Brief at 15 (asserting that “[t]he parties agreed to arbitrate not just all 

disputes arising from or related to their contractual relationship but to 

arbitrate even the issue of the arbitrability of this dispute”). Redmond’s 

argument presumes the validity of the arbitration clause contained within the 

first three purchase agreements. See Exhibits A, B, and C. However, as 

CBSG notes, the parties dispute whether an agreement to arbitrate exists. 

See Brief of Appellee (“CBSG’s Brief II”), 5/17/23, at 24 (No. 2591 EDA 2022). 

See also id. at 22 (arguing that the parties agreed at the time they entered 

the Eighth Agreement to eliminate the arbitration clause contained in the 

earlier agreements). 

“Our decisional law has made clear that the issue of whether a party 

agreed to arbitrate a dispute is a threshold, jurisdictional question that must 

be decided by the court.” Pisano v. Extendicare Homes, Inc., 77 A.3d 651, 

654 (Pa. Super. 2013) (internal citations omitted). See also Ross 

Development Co. v. Advanced Bldg. Development, Inc., 803 A.2d 194, 

196 (Pa. Super. 2002) (“In a proceeding to ... compel arbitration, the question 

of whether the parties agreed to arbitrate, commonly referred to as 

‘substantive arbitrability,’ is generally one for the courts and not for the 

arbitrators.”) (citation omitted). Where a party to a civil action seeks to 

compel arbitration, the trial court must employ a two-part test. Callan v. 

Oxford Land Development, Inc., 858 A.2d 1229, 1233 (Pa. Super. 2004). 
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First, the trial court must establish if a valid agreement to arbitrate 

exists between the parties. Second, if the trial court determines 

such an agreement exists, it must then ascertain if the dispute 

involved is within the scope of the arbitration provision. If a valid 

arbitration agreement exists between the parties, and the 

plaintiff’s claim is within the scope of the agreement, the 

controversy must be submitted to arbitration.

Id. (internal citations omitted). Moreover, Pennsylvania Rule of Appellate 

Procedure 1028(c)(2) mandates the trial court to promptly determine all 

preliminary objections. See Pa.R.Civ.P. 1028(c)(2) (“The court shall 

determine promptly all preliminary objections. If an issue of fact is raised, 

the court shall consider evidence by depositions or otherwise.”). 

Here, Redmond filed preliminary objections seeking to compel 

arbitration of CBSG’s claims. See Pa.R.Civ.P. 1028(a)(6) (permitting 

preliminary objections based upon an “agreement for alternative dispute 

resolution”). CBSG filed a response, denying the existence of a valid,

enforceable arbitration agreement. It averred rather that the dispute 

resolution procedures provided for in the earlier agreements were materially 

altered by subsequent agreements entered into by the parties, and that the 

eighth and final agreement does not contain any arbitration provision. 

Response in Opposition to Preliminary Objections, 5/16/22, at ¶¶ 1-5. See 

also id. at ¶ 4 (averring that the agreements contained in Exhibits A-G were 

incorporated into the Eighth Agreement and that Redmond consented to the 

trial court’s jurisdiction therein).

Based on the foregoing, we agree with the trial court that it was required 

to determine, at the time it ruled on Redmond’s preliminary objections, 
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whether a valid agreement to arbitrate existed and whether CBSG’s claims 

were within the scope of any such arbitration agreement. See TCO at 6. See 

also Davis v. Center Management Group, LLC, 192 A.3d 173, 182 (Pa. 

Super. 2018) (concluding that the trial court’s failure to determine whether a 

dispute was arbitrable at the preliminary objection stage was an abuse of 

discretion). 

Next, we address the merits of the parties’ remaining issues regarding 

whether the trial court erred in overruling in part and sustaining in part 

Redmond’s preliminary objections seeking to compel arbitration of CBSG’s 

claims. In addition to applying the two-part test set forth in Elwyn, supra, 

we remain mindful of the following principles of contract law:

The interpretation of any contract is a question of law and this 

Court’s scope of review is plenary. Moreover, “[w]e need not defer 

to the conclusions of the trial court and are free to draw our own 

inferences. In interpreting a contract, the ultimate goal is to 

ascertain and give effect to the intent of the parties as reasonably 

manifested by the language of their written agreement.” When 

construing agreements involving clear and unambiguous terms, 

this Court need only examine the writing itself to give effect to the 

parties’ understanding. This Court must construe the contract 

only as written and may not modify the plain meaning under the 

guise of interpretation.

Szymanowski v. Brace, 987 A.2d 717, 722 (Pa. Super. 2009) (citation 

omitted). 

Instantly, the trial court offered the following explanation of its 

September 26, 2022 decision regarding Redmond’s preliminary objections:

[T]here are a total of eight agreements, all of which have been 

incorporated into each other, and all of which are fully integrated. 
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Only the three earliest in time agreements, however, include 

clauses expressly requiring binding arbitration, and allowing the 

parties to institute an arbitration proceeding as a remedy upon an 

event of default. The remaining five agreements have no binding 

arbitration clause, and expressly allow the parties to institute a 

legal proceeding as a remedy upon an event of default. The 

incorporation clauses of the latter five agreements, therefore, 

appear to be in direct conflict with the remedies and jurisdiction 

clauses of these agreements if the incorporation clauses in these 

agreements are interpreted in a way that subjects disputes arising 

between the parties as to these five agreements to binding 

arbitration.

Where a contract refers to and incorporates the provisions of 

another, both shall be construed together. Southwestern 

Energy Production Co. v. Forest Resources, LLC, ... 83 A.3d 

177 ([Pa. Super.] 2013). It is axiomatic in contract law that two 

provisions of a contract should be read so as not to conflict with 

each other if it is reasonably possible. In re Binenstock’s Trust, 

... 190 A.2d 288 ([Pa.] 1963)[.] See also[] Lenau v. CoeXprise, Inc., ... 102 A.3d 423 ([Pa. Super.] 2014) (noting that 

contractual clauses must be construed, whenever possible, in a 

manner that effectuates all of the clauses being considered). A 

contract should not be interpreted in a way that leads to an 

absurdity or renders the contract ineffective to accomplish its 

purpose. Binswanger of Pennsylvania, Inc. v. TSG Real 

Estate, LLC, 217 A.3d 256 (Pa. 2019). Instead, courts should 

endeavor to find an interpretation that will effectuate the 

reasonable result intended. Id.

Here, it is clear that the parties intended to have all disputes 

arising under the three earliest in time agreements subject to 

binding arbitration. It is also clear that the parties intended to 

permit disputes arising under the remaining five agreements to be 

brought in a court of law without being subject to binding 

arbitration. Moreover, there is no evidence that the parties ever 

intended to waive their rights to arbitration under the three 

earliest in time agreements. It would be unreasonable to interpret 

the incorporation clauses of the latter five agreements in a way 

that nullifies the jurisdiction and remedy clauses of the same 

integrated agreement. It would be equally unreasonable to 

interpret the jurisdiction and remedies clauses of the latter five 

agreements in a way that nullifies the binding arbitration clauses 

of the three earliest in time agreements without some express 

waiver of the right to seek arbitration. Therefore, the only 
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interpretation that effectuates the reasonable result intended by 

the parties is to find that the incorporation clauses of the latter 

five agreements incorporated the rights to arbitration available 

under the three earliest in time agreements, but as applied only 

to those three earliest in time agreements. In other words, the 

parties only intended to arbitrate disputes arising [from] the three 

earliest in time agreements and intended to permit disputes 

arising under the latter five agreements to be instituted in a court 

of law instead of arbitration. 

TCO at 3-5. 

Redmond takes issue with the trial court’s decision, essentially arguing 

that CBSG’s claims regarding all eight agreements must be decided by 

arbitration and, thus, the trial court erred in failing to compel arbitration of 

the claims pertaining to Exhibits D, E, F, G, and H. He reasons that:

From the beginning, ... the parties unambiguously agreed that all 

eventual disputes must be arbitrated. From the First Agreement 

referenced in the complaint, the parties anticipated that there 

were, or would be, other existing agreements, and they explicitly 

agreed that disputes arising from all past, currently [sic], and 

future agreements must be arbitrated. That is the indisputable 

intent and reach, not just of the binding arbitration clause, but of 

this single sentence in the incorporation clause: “The Parties agree 

that such incorporated and restated obligations and claims

arising from other agreements with Purchaser are subject to the 

binding arbitration clause contained herein.” 

As the First ... Agreement alone indicates, the relationship between 

a receivables purchaser and a merchant/borrower involves a 

series of financing and refinancing agreements, and this was 

anticipated in the incorporation clause and its above-quoted final 

sentence mandating arbitration for claims under other 

agreements. Thus, the incorporation clauses of the first three 

agreements and guarantees explicitly contemplate other and 

future purchase agreements and guarant[e]es for which all 

disputes referring or relating to them must be arbitrated. 

Nothing in any later agreement..., including the Eighth 

Agreement..., contradicts or counters this reach. There’s no 

provision in the Eighth Agreement ... that in any way supersede[s]
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or supplant[s] earlier ones. No provision supersedes, invalidates, 

or modifies the earlier agreement to arbitrate all disputes, 

including future disputes. 

Redmond’s Brief at 20-21 (citations to record and unnecessary capitalization 

omitted; emphasis added by Redmond). Redmond adds that the First 

Agreement’s “explicit mandate for arbitration of all disputes, including future 

disputes ... cannot be contradicted or defeated by mere silence in subsequent 

contracts[.]” Id. at 22. As such, he urges this Court to reverse the trial 

court’s order to the extent that it overruled his preliminary objections and to 

mandate that the parties proceed to arbitration as to all claims asserted in 

the Complaint. Id. at 23.

Redmond is not entitled to any relief on this claim. There is no dispute 

that the First Agreement contains a binding arbitration clause; however, we 

do not believe the arbitration clause mandates arbitration of disputes arising

from future agreements, as Redmond suggests. See Exhibit A at ¶ 27 

(providing in relevant part, “any and all disputes between or among the parties 

to this Purchase Agreement and/or the Guaranty arising out of or relating to 

the Purchase Agreement and/or the Guaranty, or the breach thereof, ... shall 

be resolved by arbitration”).

5

 Rather, the plain and unambiguous language of 

this provision mandates arbitration of future disputes, if any, arising from 

the First Agreement. See Borough of Ambridge Water Authority v. 

Columbia, 328 A.2 498, 501 (Pa. 1974) (interpreting an unlimited arbitration 

clause — i.e., requiring arbitration of “any controversy or claim arising out of 

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5 Exhibits B and C contain identical binding arbitration clauses. 
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or relating to this Agreement” — to mean that “any dispute which may 

arise between the parties concerning the principal contract is to be settled 

pursuant to its terms” and concluding that “there was a mutual agreement to 

arbitrate future disputes”) (emphases added). 

Moreover, we dispute Redmond’s contention that the following 

incorporation clause included in the First Agreement expresses the parties’ 

intent to incorporate future agreements:

INCORPORATION OF OTHER OBLIGATIONS AND CLAIMS. 

Any obligation of the Merchant Seller and/or Guarantor(s) under 

any other agreement with Purchaser and claims available to 

Merchant Seller and/or Guarantor(s) resulting from any other 

agreement with Purchaser are incorporated into and restated 

in this Purchase Agreement. The Parties may exercise any 

remedy available under this Purchase Agreement, including, but 

not limited to confession of judgment, for any breach of any other 

agreement with Purchaser. Guarantor(s) acknowledges 

Guarantor(s) [sic] joint and several liability for these obligations 

are incorporated an [sic] restated herein, and acknowledges 

Purchaser’s right to all remedies available under this Purchase 

Agreement are available to Purchaser for those incorporated and 

restated obligations, including, but not limited to confession of 

judgment. The parties agree that such incorporated and 

restated obligations and claims arising from other 

agreements with Purchaser are subject to the Binding Arbitration 

clause contained herein. 

Exhibit A at ¶ 25 (emphases added).6

Redmond argues that the parties “unambiguously” and “explicitly”

agreed that disputes arising from all agreements, including future

agreements, must be arbitrated. Redmond’s Brief at 20. In support of his 

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6 Exhibits B and C contain identical incorporation clauses. 
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argument, he merely points to the final sentence of the foregoing 

incorporation clause mandating arbitration for claims arising from “other 

agreements[.]” Id. (citing Exhibit A at ¶ 25). We observe, however, that this 

provision is written in the present tense and is devoid of any explicit language 

referencing future agreements. Thus, Redmond’s argument that the seven 

subsequent agreements entered into by the parties — namely, Exhibits B 

through H — are subject by incorporation to the arbitration clause contained 

in the First Agreement strains credulity. Contrarily, we discern from the plain 

and unambiguous language of the document that the incorporation clause was 

intended to incorporate only other agreements in existence as of the date the 

parties entered into the First Agreement. See Stephan v. Waldron Elec. 

Heating and Cooling, LLC, 100 A.3d 660, 665 (Pa. Super. 2014) (“[W]hen 

the language of a contract is clear and unequivocal, courts interpret its 

meaning by its content alone, within the four corners of the document.” 

(citation omitted)); Szymanowski, supra. 

As such, we also disagree with the trial court’s conclusion that all eight 

agreements “have been incorporated into each other[.]” See TCO at 3

(emphasis added). Instead, we believe the record supports CBSG’s argument, 

in which it avers that CBSG entered into “a series of contracts” with Redmond, 

each of which “incorporated and restated pre-existing agreements.” CBSG’s

Brief I at 28 (emphasis added). CBSG contends that the Eighth Agreement is 

the controlling agreement here, as it is the most recent in time, and that at 

the time they entered the Eighth Agreement, the parties intended to eliminate 
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the arbitration provision contained in the first three agreements. CBSG’s Brief

II at 21-22, 26. In support of its argument, CBSG opines:

Although the first three agreements contain arbitration provisions, 

the Eighth Agreement (i.e., the controlling agreement) does not. 

Instead, through incorporation and integration, the entirety of 

Redmond’s payment obligations under the first three agreements 

are incorporated and restated under the Eighth Agreement. ... 

Applying [the general] principles [of Pennsylvania contract law] 

here, the parties intended to resolve their disputes not before an 

arbitrator, but before the judicial forum identified and agreed to 

in the Eighth Agreement under which Redmond’s payment 

obligations are currently due. 

Id. at 26 (cleaned up). 

As CBSG points out, the Eighth Agreement’s incorporation provision 

allows the receiver to pursue all of Redmond’s obligations under the Eighth 

Agreement alone. Id. at 27. This provision provides:

INCORPORATION OF OTHER OBLIGATIONS AND CLAIMS. 

Any obligation of the Merchant Seller and/or the 

Guarantor(s) under any other agreement with Purchaser 

and claims available to Merchant Seller and/or 

Guarantor(s) resulting from any other agreement with 

Purchaser are incorporated into and restated in this 

Purchase Agreement. The Parties may exercise any remedy 

available under this Purchase Agreement, including, but not 

limited to confession of judgment, for any breach of any other 

agreement with Purchaser. Guarantor(s) acknowledges 

Guarantor(s) joint and several liability for these obligations are

incorporated and restated herein, and acknowledges Purchaser’s 

right to all remedies available under this Purchase Agreement are 

available to Purchaser for those incorporated and restated 

obligations, including, but not limited to confession of judgment.

Exhibit H at ¶ 25 (emphasis added).7

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7 Exhibits C, D, E, F, and G contain identical incorporation clauses. 
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The Eighth Agreement also includes the following integration clause, 

indicating that the document represents the entire integrated agreement of 

the parties:

INTEGRATION AND MODIFICATIONS. This Purchase 

Agreement constitutes the entire integrated agreement of 

the Parties with respect to the subject matter contained in 

this Purchase Agreement. Neither Merchant Seller nor the 

Guarantor(s) are relying on any statement by anyone not 

contained in this Purchase Agreement. Purchaser is not liable for 

any statements or representations made by anyone not contained 

in this Purchase Agreement. This Purchase Agreement cannot 

be modified except by a writing signed by the Party to be 

bound. 

Id. at ¶ 23 (emphases added).8

Additionally, CBSG notes that Redmond consented to the trial court’s 

jurisdiction in the Eighth Agreement, which incorporates and restates all other 

outstanding obligations between the parties:

JURISDICTION AND VENUE. With the exception of Purchaser’s 

right to seek injunctive relief in any appropriate jurisdiction, any 

suit, action or proceeding arising hereunder, or the 

interpretation, performance, or breach thereof, or 

otherwise alleging claims related to or arising out of the 

Guarantor(s)’ and Purchaser’s relationship may be 

instituted in any Pennsylvania County Court of Common 

Pleas, in the Federal District Court for the Eastern District of 

Pennsylvania, or in the Philadelphia County Municipal Court 

(collectively, the “Acceptable Forums”). Guarantor(s) agree 

that each of the Acceptable Forums is convenient to 

Guarantor(s), submits to the jurisdiction of any of the 

Acceptable Forums, and waives any and all objections to 

jurisdiction or venue (including but not limited to 

inconvenient forum) in any of the Acceptable Forums. 

Should such proceeding be initiated in any other forum, 

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8 Exhibits A through G contain identical integration clauses. 
J-A21039-23 & J-A21040-23

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Guarantor(s) waives any right to oppose any motion or 

application made by Purchaser to transfer such proceeding 

to an Acceptable Forum. Guarantor(s) agree to waive the right 

to trial by jury in any lawsuit brought pursuant to this paragraph.

CBSG’s Brief II at 15-16 (quoting Exhibit H at ¶ 28) (emphases added by 

CBSG).

9

Hence, CBSG argues that, “through incorporation and integration, the 

entirety of Redmond’s payment obligations under the first three agreements 

are incorporated and restated under the Eighth Agreement.” CBSG’s Brief II 

at 26 (cleaned up). Applying general principles of contract law, it concludes 

that “the parties intended to resolve their disputes not before an arbitrator, 

but before the judicial forum identified and agreed to in the Eighth Agreement 

under which Redmond’s payment obligations are currently due.” Id. We 

agree. 

Based on our review, all eight agreements entered between the parties 

are nearly identical, with the one significant difference — aside from the 

specific purchase and sale terms of each contract — being that the first three 

agreements (Exhibits A, B, and C) contain an arbitration clause, while the 

subsequent agreements (Exhibits D, E, F, G, and H) do not. Instead, Exhibits 

D through H provide for judicial resolution of disputes. Moreover, as explained 

supra, each agreement contains incorporation and integration clauses. See,

e.g., Exhibit H at ¶ 25 (providing that “claims ... resulting from any other 

agreement ... are incorporated into and restated in this Purchase Agreement”); 

____________________________________________

9 Exhibits C, D, E, F, and G contain identical jurisdiction clauses. 
J-A21039-23 & J-A21040-23

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Exhibit A at ¶ 23 (allowing for modification by the parties in writing). Hence, 

we deem the crux of the issue before us to be whether the Eighth Agreement 

was intended to supersede the prior agreements.

“The question of whether a later agreement supersedes a prior 

arbitration agreement is tantamount to whether there is an agreement to 

arbitrate.” Jaludi v. Citigroup, 933 F.3d 246, 255 (3d. Cir. 2019).10 Thus, 

in applying the first part of the two-part test set forth in Elwyn, supra, and 

considering whether there is a valid agreement to arbitrate the claims arising 

from Exhibits A through H, we are guided by the decision in Jaludi, in which 

the Court so aptly explained:

Under Pennsylvania law, the later of two agreements between the 

same parties as to the same subject matter generally supersedes 

the prior agreement. See, e.g., In re Klugh’s Estate, ... 66 A.2d 

822, 825 ([Pa.] 1949) (holding that the appellant had abandoned 

an option contained in the first lease by agreeing to three 

subsequent leases that lacked an option). This is true even if the 

first agreement includes an arbitration clause and the second 

agreement does not. See Collier[ v. National Penn Bank], 128 

A.3d [307,] 311[ (Pa. Super. 2015)]. 

In Collier, a customer sued a bank for improperly assessing 

overdraft fees. Id. at 308. The bank attempted to compel 

arbitration. Id. at 309. The trial court denied the bank’s petition 

to compel arbitration, holding that the later 2010 Account 

Agreement controlled, rather than the 2008 Account Agreement. 

Id. at 309-11. The Superior Court of Pennsylvania affirmed, 

explaining that the 2010 Agreement had superseded the 2008 

Agreement. Id. at 311. Unlike the 2008 Agreement, the 2010 

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10 We recognize that decisions of federal circuit courts are not binding on this 

Court but may serve as persuasive authority. See Dobransky v. EQT 

Production Company, 273 A.3d 1133, 1146 n.10 (Pa. Super. 2022) 

(citations omitted). 
J-A21039-23 & J-A21040-23

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Agreement did not contain an arbitration clause; instead, the 2010 

Agreement provided that disputes would be resolved either by the 

bank or through litigation. Id. The Superior Court reasoned that 

the 2010 Agreement “addresses the same subject matter as the 

2008 Agreement and is similarly comprehensive in its terms.” Id. 

As such, the parties intended the 2010 Agreement to supersede 

the 2008 Agreement, “certainly with regard to judicial resolution 

of disputes in lieu of arbitration.” Id. The parties therefore had 

no agreement to arbitrate. Id. 

Id. at 256. 

Similarly, in the matter before us, we deem the only reasonable 

conclusion to be that the parties intended the Eighth Agreement to supersede 

the prior agreements. Consequently, the arbitration clause contained in the 

first three agreements has been rescinded and all of CBSG’s claims are subject 

to judicial resolution.11 There is no longer an agreement to arbitrate. See 

also In re Klugh’s Estate, 66 A.2d at 825 (“A contract containing a term 

inconsistent with a term of an earlier contract between the same parties is 

interpreted as including an agreement to rescind the inconsistent term in the 

earlier contract.” (quoting Restatement (First) of Contracts § 408)). 

Accordingly, we reverse the trial court’s September 26, 2022 order to 

the extent that it sustains Redmond’s preliminary objections and compels 

arbitration of the claims arising from Exhibits A, B, and C. Additionally, we 

affirm the order to the extent that it overruled the preliminary objections, and 

____________________________________________

11 We note that the Eighth Agreement was not the first agreement in which 

the parties intended to rescind the arbitration clause of the earlier 

agreements. Rather, the parties first exhibited their intention to abandon the 

arbitration clause in Exhibit D, and they continued to agree to judicial 

resolution of disputes in lieu of arbitration in each subsequent agreement. 

See Exhibits E–H.
J-A21039-23 & J-A21040-23

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we remand this matter to the trial court for the litigation of all of CBSG’s 

claims.

Order affirmed in part. Order reversed in part. Case remanded. 

Jurisdiction relinquished. 

Date: 5/09/2024