J-A08045-14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O. P. 65.37 MARY HUSTON IN THE SUPERIOR COURT OF PENNSYLVANIA Appellant

v. ALLEN L. SUMMERHILL AND LORI H. SUMMERHILL Appellees No. 1174 WDA 2013

Appeal from the Judgment Entered on September 9, 20 13 In the Court of Common Pleas of Armstrong County Civil Division at No.: 2010-1790-Civil

MARY HUSTON IN THE SUPERIOR COURT OF PENNSYLVANIA Appellee

v. ALLEN L. SUMMERHILL AND LORI H. SUMMERHILL Appellants No. 1183 WDA 2013

Appeal from the Judgment Entered on September 9, 20 13 In the Court of Common Pleas of Armstrong County Civil Division at No.: 2010-1790-Civil

BEFORE: SHOGAN, J., OLSON, J., and WECHT, J. MEMORANDUM BY WECHT, J.: FILED OCTOBER 03, 2014 In this quiet title action, Mary Huston appealed the trial court’s entry of judgment and Allen and Lori Summerhill (collective ly, “the Summerhills”) filed a separate appeal of the same judgment. In the underlying matter, theJ-A08045-14

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trial court rejected the Summerhills’ effort to establi sh that a putative “lease-purchase” agreement granted them title to the f arm at issue. Instead, the trial court granted Huston sole possession o f the title of the farm. The court found that no documentation existed t o satisfy the Statute of Frauds (the “Statute”), which governs such transactions. However, the court awarded the Summerhills damages equal to their i mprovements to the farmstead, which they made over at least eleven years that they possessed the land. We affirm. In its dispositive Adjudication and Order, the trial co urt made the following findings of fact. 1. Mary Huston resides at 230 Huston Road, Ford City, Pennsylvania. 2. The Summerhills reside at 1052 Main Street, Ford C ity, Pennsylvania. 3. Defendant Lori Summerhill is the daughter of Edwa rd Huston. Defendant Alan Summerhill is Edward Huston’s son-inlaw. 4. Plaintiff Mary Huston married Edward Huston in Oct ober 1998 after a long relationship. 5. At the time of the marriage of Edward Huston and Mary Huston, Edward Huston was the owner of a[n 82-acre] tra ct of land [“the Property”] situate in Manor Township, Armst rong County, Pennsylvania . . . . * * * * 6. The Property had been conveyed to Edward Huston by deed recorded on October 25, 1995 . . . . As of that time, the Property was used primarily as a dairy farm. 7. Edward Huston at certain times leased the Property, for dairy farming purposes, for approximately $9,600 per year.J-A08045-14

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8. On or about November 12, 1998, Edward Huston conve yed the Property to himself and Mary Huston, as tenants by the entireties, by deed record on November 17, 1998 . . .

. 9. The Deed does not contain any exceptions or reservati ons regarding a life estate, any oral or written agreeme nts of sale, or any leasehold interests, other than an exception and re servation of the lower Kittanning seam of coal. 10. Mary Huston continues to reside on the Property. 11. Edward Huston died on or about June 18, 2005. 12. Commencing in 1998, the Summerhills began to make cash payments to Edward Huston and/or Mary Huston. 13. The [forty-four] cash payments were made by checks drawn on a “Farm Account” that were signed by Defendan t Alan L. Summerhill[, some of which were endorsed by Edward Huston, others of which were endorsed by Edward and Ma ry Huston jointly or Mary Huston individually, and the b alance of which were not endorsed.] * * * * 15. Only some of these checks were endorsed by Ed Huston. His signature on the checks made them available for cashi ng, and not necessarily to ratify or create any written agr eement of sale between himself and [the Summerhills]. 16. The checks made payable to Mary Huston did not cre ate a written agreement of sale between the Summerhills and either Edward Huston or Plaintiff Mary Huston. 17. Mary Huston maintained, for a period of time, a “ledger” that documented the payments made by the Summerhills t o herself and/or Edward Huston. The payments span a peri od from 1998 up to and through August 25, 2010. 18. On September 15, 2010, counsel for the Summerhill s sent a letter to Consol Energy Inc. and EXCO Resources (PA), LLC in anticipation of those entities’ development of the M arcellus gas resources underlying the Property. In the letter, coun sel advised Consol and EXCO that the Summerhills were equitable o wners of the Property and that the developers should take the Summerhills’ equitable interests into consideration befo re proceeding with drilling.J-A08045-14

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19. Although Mary Huston had limited correspondence wi th certain oil and gas companies in the area, she did not establish any present or prospective contractual or business relati onships with any of these companies. Nor were any such prospecti ve or business relationships interfered with in any way by th e Summerhills. 20. The annual fair rental value of the Property du ring the period from 1997 through 2012 was approximately $800 -$1000 per month, or $9,600-$10,000 [ sic ] per year. 21. Mary Huston has not suffered any economic or other l oss as a result of the Summerhills’ action in corresponding w ith gas drilling companies that may have been interested in th e Property. 22. During the term of their leasehold interest, the Summerhills made several improvements to the Property, which included repairs and upgrades to farm buildings, equipm ent, and the physical integrity of the Property. 23. Mary Huston had actual or implied knowledge of th e repairs that the Summerhills were making to the Prope rty because she was aware of the Property’s condition and of the Summerhills’ use of the Property as a farm. 24. The value of improvements made by the Summerhill s to the Property during the period of their leasehold in terest equals $55,634.51. 25. The value of the Property was substantially increase d due to the improvements made by [the Summerhills]. Trial Court Opinion (“T.C.O.”), 12/17/2012, at 1-10 (nomenclature modified for consistency). The trial court made these findings following a bench trial on the parties’ respective claims, which was held on September 19, 2012. Based upon the above findings, on December 17, 2012, the t rial court issued a verdict resolving all of the parties’ claims. Therein, the trial court rendered a verdict in favor of Mary Huston on her claims to quiet title, and awardedJ-A08045-14

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Mary Huston fee simple absolute title to the Property free and clear from any claims that had been or might be asserted by the Summer hills. The court also dismissed Mary Huston’s claim for tortious interfere nce with her prospective contractual relations with any gas producer. In the same order, the trial court dismissed the Summer hills’ claims for declaratory judgment and to quiet title, specific p erformance, and breach of contract. However, the trial court found in favor of the Summerhills on counts V and VI of their complaint, respectively quantum meruit and unjust enrichment, and awarded the Summerhills $55,634.51 in damages. Finally the court expressly rejected Mary Huston’s statute of limi tations and laches affirmative defenses. The parties timely filed post-tr ial motions. On June 24, 2013, after hearing argument, the trial court de nied all post-trial

motions. On July 18, 2013, Mary Huston filed a timely notice o f appeal, and, on July 19, 2013, the Summerhills also filed a timely no tice of appeal. The trial court then directed the parties to file concise statements of errors complained of on appeal pursuant to Pa.R.A.P. 1925(b) . Each party timely complied, and, on July 29, 2013, the trial court ente red an opinion pursuant to Rule 1925(a). Therein, the trial court primarily incorporated by referenceJ-A08045-14

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the reasoning explicated in its December 17, 2012 adjud ication and order. This case now is ripe for our consideration. 1 At the root of this appeal lie the dueling quiet tit le actions, which were resolved in Mary Huston’s favor. Consequently, we begi n by reviewing the issues raised by the Summerhills. The Summerhills’ own st atement of the questions involved is too prolix to warrant verbatim r eproduction. Brief for the Summerhills at 5-6. In their first four issues, the Summerhills raise various challenges to the trial court’s ruling that the Statute of Frauds operated to invalidate any purported agreement by E dward and/or Mary Huston to transfer the Property to the Summerhills, sub ject only to a life estate in either Edward or Mary Huston. In issues five through seven, the Summerhills challenge the trial court’s determination that the amounts they remitted to the Hustons on an annual basis reflected a fair rental value for the Property such that the Hustons were not unjustly en riched. We consider these two overarching arguments in turn.

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1 In an August 20, 2013 rule to show cause, this Court raised concerns regarding the purported absence of a final judgment f rom the record, which is necessary to this Court’s jurisdiction over the instan t appeals. See Ryan v. GAF Corp. , 665 A.2d 843 (Pa. Super. 1995). However, after r eceiving the parties’ responses to the rule, on September 17, 20 13, this Court issued an order discharging the rule. The record appears to co nfirm the entry of judgment. Moreover, in prior cases where it was clear t hat judgment either was intended to be entered or should have been entere d, we have opted to “regard as done that which ought to have been done.” Mackall v. Fleegle , 801 A.2d 577, 580-81 (Pa. Super. 2002). Consequentl y, we find that we have jurisdiction and may consider the merits of these appeals, which this Court consolidated sua sponte on September 19, 2013.J-A08045-14

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We begin by reviewing the requirements imposed by the Statute of Frauds and related case law upon the execution of a bin ding transaction involving the transfer of an interest in land. The t rial court provided the following apt review of the applicable standards: Because [the Summerhills] assert that a written agreeme nt of sale existed before the execution of the Deed, they mu st prove the agreement with writings sufficient to satisfy the requirements of the Pennsylvania Statute of Frauds. T hey also must prove that the purported agreement supersedes the plain language of the Deed. The Pennsylvania Statute of Frauds, also known as the Pennsylvania Uniform Written Obligations Act, 33 P.S. §§ 1-8, provides as follows with regard to the writings require d to effect the sale of a parcel of real property: From and after April 10, 1772, all leases, estates, in terests of freehold or term of years, or any uncertain intere st of, in, or out of any messuages,[ 2 ] manors, lands, tenements or hereditaments, made or created by livery and seisi n only, or by parol, and not put in writing, and signe d by the parties so making or creating the same, . . . shall have the force and effect of leases or estates at will only, and sh all not, either in law or equity, be deemed or taken to have any other or greater force or effect . . . . 33 P.S. § 1. Leases of real property not exceeding th ree-year terms are excluded from the Statute, but all leases wit h terms exceeding three years are subject to a separate Statute of Frauds which reads, in pertinent part, as follows: Real property, including any personal property thereo n, may be leased for a term of more than three years by a landlord to a tenant or by their respective agents [la wfully authorized in writing]. Any such lease must be in writ ing

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2 A messuage is “[a] dwelling house together with the cu rtilage, including any outbuildings.” Blacks Law Dictionary 1004 (Deluxe 7th ed.).J-A08045-14

- 8 - and signed by the parties making or creating the same, otherwise it shall have the force and effect of a lease at will only and shall not be given any greater force or effect either in law or equity, . . . unless the tenancy has continued for more than one year and the landlord an d tenant have recognized its rightful existence by claimin g and admitting liability for the rent, in which case th e tenancy shall become one from year to year. 68 P.S. § 250.202. The Pennsylvania Superior Court has concisely summarized the nature, purpose, and practical operation of the Statut e Of Frauds as follows: The statute of frauds directs that agreements for the sal e of real estate shall not be enforced unless they are in writing and signed by the seller. The purpose of the statute is to prevent perjury and fraudulent claims. The Statute of Frauds does not void those oral contracts relating to land which fail to comply with the Statut e’s formal requirements. It is to be used as a shield and n ot as a sword, as it was designed to prevent frauds, not to encourage them. Therefore, even though an oral contr act for the sale of real estate may not be specifically enfo rced, it may form the basis for an action to recover damages. 1 Empire Props., Inc. v. Equireal, Inc. , 674 A.2d 297, 302 (Pa. Super. 1996) (internal citations and quotations o mitted). “[The Statute of Frauds] is not a mere rule of eviden ce, but a declaration of public policy. In the absence of equitie s sufficient of themselves to take the case out of the statute, it op erates as a limitation upon judicial authority to afford a re medy unless renounced or waived by the party entitled to claim i ts protection.” Kurland v. Stolker , 533 A.2d 1370, 1372 (Pa. 1987) (citing Haskell v. Heathcote , 69 A.2d 71 (Pa. 1949)).

__________________________ 1 “Under the interpretation that has been given to ou r statute of frauds a recovery of damages may be had for non-performance of a parol agreement for the sale of land, the measure of such damages being the money that was paid on account of the purchase and the expenses incurred on the faith of the contract.” Empire Props., Inc. , 674J-A08045-14

- 9 - A.2d at 302 (citing Polka v. May , 118 A.2d 154 (Pa. 1955))). A writing sufficient to satisfy the Statute of Frauds mu st include an adequate description of the property, 2 a recital of the consideration and the signature of the party to be char ged. 3 Hessenthaler v. Farzin , 564 A.2d 990, 994 (Pa. Super. 1989) (citation omitted). All of the essential terms and cond itions of the agreement must be stated in the writing with su ch certainty so as to disclose an intention of the parties to be bound by the agreement. Target Sportswear, Inc. v. The Clearfield Found. , 474 A.2d 1142, 1148 (Pa. Super. 1984) (citations omitted). “A memorandum which omits or incompletely states the essential terms or which merely refers to a contract without stating its terms is insufficient.” Id. ; see also Restatement of Contracts § 207 (sufficient writing must be signed by th e party to be charged and must state with reasonable certainty the parties to the contract, the land to which the contract r elates, and the terms and conditions of all promises constituting the contract). The Pennsylvania Supreme Court has admonishe d that trial courts “should always be satisfied with [‘]some note or memorandum[’] that is adequate [* * *] to convince the court that there is no serious possibility of consummating frau d by enforcement.” Beeruk Estate , 241 A.2d 755, 758 (Pa. 1968).

__________________________ 2 An adequate description of the property is “that which would enable a competent surveyor to find the land in question from the agreement or from the references ma de in it.” Prager v. McAdam , 161 A.2d 39, 40 (Pa. 1960)[, abrogated on other grounds by Brown v. Hahn , 213 A.2d 342 (Pa. 1965)]. Parol evidence may be used to show t hat a written description existing elsewhere applies to the agreement at issue, but may not be used to provide the description itself. Id.

3 The signature of the party to be charged need not be in any particular form. Instead, “the focus has been on whether there is some reliable indication that the pe rson to be charged with performing under the writing intende d to authenticate it.” Hessenthaler v. Farzin , 564 A.2d 990, 993 (Pa. Super. 1989) (citations omitted).J-A08045-14

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Several writings together can satisfy the Statute of Fr auds if the requirements of section 208 of the Restatement of Cont racts are met. Section 208 provides as follows: The memorandum may consist of several writings, (a) if each writing is signed by the party to be charged and the writings indicate that they relate to the same transaction, or (b) though one writing only is signed if i. the signed writing is physically annexed to the other writing by the party to be charged, or ii. the signed writing refers to the unsigned writing, or iii. it appears from examination of all the writings that the signed writing was signed with reference to the unsigned writings. Target Sportswear , 474 A.2d at 1147 (citing Restatement, Contracts § 208); 4 see also Fleming v. Strayer , 63 A.2d 122, 123 (Pa. Super. 1949) (the inter-relatedness of severa l writings alleged to satisfy the Statute of Frauds must be self-cor relating and cannot be connected by parol or extrinsic evidence.)

.

__________________________ 4 Restatement (Second) of Contracts § 132 slightly modifies and liberalizes the standard for using several writings together to satisfy the Statute of Frauds. Se ction 132 provides that “[t]he memorandum may consist of several writings if one of the writings is signed and t he writings in the circumstances clearly indicate that they relate to the same transaction.” This section of the Se cond Restatement has not been adopted in Pennsylvania.[ 3 ]

____________________________________________ 3 Although our Supreme Court has never adopted section 132, this Court has on at least one occasion cited it as a supplement ary source in a case addressing the adequacy of a signature to signify an intent to authenticate a writing. See Hessenthaler , 564 A.2d at 993.J-A08045-14

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T.C.O., 12 17/2012, at 11-15 (citations modified). Against this backdrop, we consider the Summerhills’ firs t argument, that the trial court had before it sufficient document ary evidence of either or both of the Hustons’ intents to be bound to the “lease -purchase” agreement. Brief for the Summerhills at 23-47. 4 The Summerhills cite just one of the dozens of endorsed and unendorsed checks that were introd uced at trial as sufficient by itself to establish Mary Huston’s intent to be bound. Specifically, they refer to an August 25, 2010 check bea ring the memo “3 rd Qtr. Lease Purchase 82 Ac. Bal Due $22,800.00,” which wa s “endorsed, negotiated and cashed by [Mary Huston] only after she had apparently carefully reviewed the memo and insisted that the erro r with regard to the ‘balance due’ be corrected to reflect ‘$22,800.00’, as o pposed to ‘$12,800.00.’” Id. at 29-30. They contend that this check taken alone suffices to establish “that there is no serious possibility of consummating fraud by enforcement.” Id. at 30; see Beeruk Estate , supra . In effect,

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4 There is a great deal to be said for concision in app ellate briefing. This portion of the Summerhills’ argument is at least twice as long as is necessary fully to articulate its substance, just as the S ummerhills’ brief in its entirety, which is at best barely compliant with the 14,000-word restriction set forth in Pa.R.A.P. 2135 (and is not comp liant inasmuch as it does not contain the mandatory certification by counsel that the brief conforms to the word limit), is longer than many infor mative, persuasive briefs developing more complicated and numerous appella te issues. Given our crowded docket, this Court appreciates succinct discussions that do not repeat the same premises and conclusions several times over, especially when they contain so few references to on-point legal authority.J-A08045-14

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the Summerhills would have us rely upon the use of th e words “Lease Purchase” to establish the nature of the transaction; the description “82 Ac.” to identify the Property (which undisputedly consists o f 82 acres); “Bal. Due” to establish “both the consideration remaining to be pa id, as well as the total consideration paid for the purchase of said property in the amount of $150,000.00”; and Mary Huston’s correction of the bal ance due and endorsement and cashing of the check without any amendme nt to the language of the memo line to satisfy the criteria of a memorandum establishing the intention of the parties sufficiently clearly to survive a statute of frauds defense. Brief for the Summerhills a t 31. The Summerhills also note that Mary Huston’s maintenance of a “ledger” recording each payment under the agreement a s well as a running balance is more consistent with a finite lease-purchase arr angement. Were the relationship just a continuing lease, they suggest, i t would be unnecessary to tally all moneys received. They further argue that the above-mentioned check was not the only endorsed check th at suggested an ongoing arrangement distinct from a conventional lease: [A] minimum of 38 checks were issued from [the Summerhil ls] to [Edward Huston and/or Mary Huston], as his successor in interest, referencing this transaction, all of which are tied together by virtue of the payments represented by said checks being referenced on said ledger. All such checks were cash ed or negoitiated and at least 30 of said checks were in fact signed/endorsed by [Edward Huston] during his lifetim e, and/or [Mary Huston] as his successor in interest after his death. Of said 38 checks, 37 of them note the term “Lease Purchase” (or some abbreviation thereof), 26 actually note the wordJ-A08045-14

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“Purchase” of which at least 3 or 4 indicate the ‘Farm’ , the ‘82 Ac Farm’ or ‘82 acres’ identifying the property that is the subject of said agreement. The evidence clearly indicates that said “Farm”, the “82 Ac Farm” or “82 acres” is the only parcel of rea l property that [the Hustons] owned, and said acreage is precisely t he same acreage noted on [the Hustons’] deeds introduced in evidence.

Id. at 33. The trial court was unpersuaded: We find that [the Summerhills] have not proved that such an agreement existed. First, although the checks written b y [the Summerhills] and cashed by either Edward or Mary Husto n contain evidence of a “lease” or “purchase” of the 82-acre Property and indicate that $10,000 was due each year, we find that they do not prove the essential terms of an agree ment of sale by which both Edward Huston and [the Summerhills] intended to be bound. The documents are equivocal, at best. Moreover, . . . there are no documents of record that indicate any term of the purported agreement that reserved to Edward and Mary Huston a life estate in the residence and imme diate c[u]rtilage of the Property. This essential term would have to be implied or assumed by the [trial c]ourt, and that we ca nnot do. The Deed from Edward Huston [to] himself and Mary Hust on is clear, valid, and plainly evidences Edward Huston’s inte nt to transfer fee simple title. Second, we note that several of the checks on which [the Summerhills] rely are not signed by Edward Huston. M ary Huston’s ledger is unsigned and the several checks issued af ter 2004 were signed and negotiated by Mary Huston only, who is not alleged to have been a party to the purported a greement. Most importantly, no description of the property appea rs on any of the checks until March 6, 2006, long after Edward H uston’s death. Edward Huston cannot, therefore, be deemed to have made or ratified any agreement that would satisfy the Statute of Frauds because there are no documents in the record indica ting or even suggesting his assent to such an agreement that includes a description of the [P]roperty, which the Sta tute of Frauds requires.J-A08045-14

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Third, we find that . . . Mary Huston did not intend to “ratify” the purported agreement or any of its terms. Section 208 of the Restatement of Contracts requires that each writing used to satisfy the Statute of Frauds be either signed by the se ller or sufficiently connected to the signed writing(s). It ha s not been alleged that any of the checks endorsed by Mary Huston w ere “annexed” to or referred to by those signed by Edwar d Huston. Nor is there any indication that the checks signed by Edw ard Huston in any way “referenced” the later checks. In shor t, we reject [the Summerhills’] argument that . . . Mary Hu ston did or could have “ratified” the purported prior agreement between Edward Huston and [the Summerhills]. No such agreement ever existed, and the related documents in the record at mo st together indicate that Mary Huston intended to ratify and continue in effect a lease with [the Summerhills]. Indeed, we find that the documents that [the Summerhi lls] have proffered prove the existence of, and are entirely con sistent with, a lease of the Property for a term of years. T.C.O., 12/17/2012, at 18-20 (citation omitted). In reviewing a challenged trial court ruling quietin g title, we are bound solely to determine whether the findings of fact are su pported by competent evidence, whether an error of law has been committed, and whether there has been a manifest abuse of discretion. Regions Mortg., Inc., v. Muthler , 889 A.2d 39, 41 (Pa. 2005) (quoting Vernon Twp. Vol. Fire Dep’t, Inc., v. Connor , 855 A.2d 873, 879 (Pa. 2004)). We conclude that the trial court’s findings of fact are supported by the record, and that the trial court neither erred as a matter of law nor abuse d its discretion. First, the trial court properly focused upon the absence of sufficient evidence of any purchase agreement that was executed be tween the Summerhills and Edward Huston, the sole title holder t o the Property at the time the Summerhills insist that the putative agreeme nt commenced. ThisJ-A08045-14

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is reinforced by the absence of an acknowledgment of any such agreement associated with Edward Huston’s transfer of the property to himself and Mary Huston as tenants by the entireties. Mary Huston’s correction to the “balance” at a later d ate, and the fact that her calculations implied a total sum of payments of $150,000 spanning the life of the agreement, do make this a closer case t han the trial court has allowed. But the post-agreement death of Edward Hust on, which preceded by years Mary Huston’s alleged ratification, seriously un dermines this inference. The agreement, of whatever nature, was Ed ward Huston’s at the time of its making, not Mary Huston’s, to whom he was n ot married at the time and who held no interest in the Property. 5 Before Edward Huston’s death, the signed writings detailed by the trial cour t, see T.C.O., 12/17/2012, at 3-8 (detailing the checks entered into evidence), consisting solely of negotiated checks, contained no language as spe cific as that employed in later transactions with Mary Huston, which post-dated Edward Huston’s death by years. More specifically, not one of t he checks reviewed by the trial court or alluded to by the Summerhills t hat was tendered during Edward Huston’s lifetime specified in any way the size , nature, or metes and

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5 The record reflects that Edward and Mary Huston did n ot marry until October 1998. See T.C.O. at 2. However, the Summerhills had possession of the property and had begun making improvements as early as October 2, 1997, at least a year earlier. Indeed, in enumerati ng their damages, the Summerhills note no fewer than five improvements that were completed before the Huston nuptial. See Responsive Brief for the Summerhills at 6.J-A08045-14

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bounds of a specific property. 6 Rather, at their most clear, they specified a particular time span, for example “2nd QTR 02,” and t he description “Lease Purch,” saying nothing to identify or describe the pro perty such that a surveyor could locate it based upon that description alon e. The Summerhills provide no authority suggesting that, even if we accepted at face value their analysis of the import of their later transactions with Mary Huston, it would be appropriate to import that analysis into less specific dealings with Edward Huston at a time nearer t o the alleged inception of the agreement, when Edward Huston was the sole title-holder to the Property. While it is true that, under certain n arrow circumstances, we

____________________________________________ 6 Had those checks contained notations alluding to the ei ghty-two-acre parcel, especially in the years before Edward Huston dee ded the Property jointly to himself and Mary Huston, even just in the abbreviated fashion characteristic of numerous posthumous checks, the adequacy of these memos to satisfy the property description factor would be a closer question. Compare Sawert v. Lunt , 62 A.2d 34, 34 (Pa. 1948) (holding, where a receipt of payment cited a street address, that it was suf ficient that “all that need[ed] to be done [was] to translate the general d esignation of the property into a precise description . . . [that] can be readily done under the facts of this case”), and Cohen v. Jones , 118 A. 362 (Pa. 1922) (citing Shaw v. Cornman , 114 A. 632 (Pa. 1921)) (noting that “the statute of frauds requires land conveyed to be described with such cer tainty and definiteness as to avoid the necessity of resorting to par ol proof to determine the property the parties intended should be transferred,” and finding sufficient a description that located the prope rty on a certain road with certain characteristics but did not specify a full str eet address, when viewed in tandem with the owner’s admission that she ow ned “but one piece of land in the particular locality”), with Prager v. McAdam , 161 A.2d 39 (Pa. 1960) (holding that even an otherwise adequate description of the land was insufficient to identify the parcel to be sold where the seller reserved two acres of the sixty-three acres to herself, but did n ot specify which two acres).J-A08045-14

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have deemed it appropriate to infer the property im plicated by an insufficient description, when admissible evidence leaves no practical doubt as to the land in question, see supra n.7, we find insufficient evidence to do so as of November 1998, when Edward Huston deeded the property jointly to himself and Mary Huston, or as of Edward Huston’s dea th in 2005. This is fatal to the Summerhills’ argument, because it is the p eriod preceding Edward Huston’s death that is most critical to our inquir y into the existence of the lease-purchase agreement alleged by the Summerh ills; Mary Huston could not ratify a contract that does not exist. Thus, the trial court did not err or abuse its discretion in rejecting the Summerhill s’ contention that the evidence of record satisfied the Statute in this case. The Summerhills next challenge the trial court’s rulin gs declining to apply certain recognized exceptions to the Statute. Th e Summerhills argue that, if we share the trial court’s view that the abov e-discussed writings did not satisfy the terms of the Statute, we must still rule in their favor on the basis of the “partial performance” or “admission” except ion to the Statute. Brief for the Summerhills at 47-55. We address these i n turn. The partial performance exception applies under narro w circumstances “to take an oral contract for real estate out of the [ S]tatute.” Kurland v. Stolker , 533 A.2d 1370, 1373 (Pa. 1987): Our case law is very explicit as to the requirements [tha t] must be met to take an oral contract for real estate out of the statute. The terms of the contract must be shown by full, comple te, and satisfactory proof. The evidence must define the bound aries and indicate the quantity of the land. It must fix the a mount ofJ-A08045-14

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consideration. It must establish the fact that possession wa s taken in pursuance of the contract, and, at or immediat ely after the time it was made, the fact that the change of possessi on was notorious, and the fact that it has been exclusive, conti nuous and maintained. And it must show performance or par t performance by the vendee which could not be compensated in damages, and such as would make rescission inequitable an d unjust. * * * * The “indubitable proof” a claimant is required to pro ffer is evidence that should not only be found credible, but o f such weight and directness as to make out the facts alleged beyond a doubt . . . . [I]t may be proven by the acts and declaratio ns of the parties, either together or separately. The acts and declarations relied upon[] must not, however, be of an equivocal character; they must have such clearness and directness as wil l leave no doubt as to their meaning and purpose.

Id. (emphasis in original). The Summerhills assert uncontroversially that they satisfy the possessory and notorious factors. They next point to the various payments recited in support of their argument under the Statut e, noting that, as of August 25, 2010, their payments to-date totaled $127 ,200, leaving a “balance” of $22,800, as allegedly confirmed by Mary H uston; the round sum of $150,000, they assert, reflected the terms of the putative purchase component of their lease purchase agreement with Edward Huston. The Summerhills contend that their payments “are obviously substantial . . . and far exceed the fair rental value of the farm propert y.” Brief for the Summerhills at 49. The Summerhills hasten to express their satisfaction with the trial court’s award in compensation of their t angible improvements to the property, but contend that those damages fail t o compensateJ-A08045-14

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intangible costs such as labor, and further argue that “ the actual benefit to the [P]roperty well exceeds said award and is not readi ly capable of being calculated or remedied with a damage award.” Id. at 50. They note that many of their undisputed improvements will improve th e farm’s condition and profitability long after the lease expires. Id. at 50-51. The trial court rejected this argument, as well. The court emphasized that “[t]aking an agreement to transfer real propert y out of the Statute of Frauds is difficult, and the cases permitting it have dwi ndled over time.” T.C.O., 12/17/2012, at 22 (citing Firetree, Ltd. v. Dep’t of Gen. Servs. , 978 A.2d 1067, 1074-75 (Pa. Cmwlth. 2009)). The tr ial court noted that, in Kurland , our Supreme Court held that merely “[r]epairing a nd improving a dwelling house or outbuildings are such improvements as any tenant for a term of years might make, but are not of a character t o take a cause out of the statute.” Id. at 23 (quoting Kurland , 533 A.2d at 1375). Furthermore, if such improvements are calculable and may be remedied with an award of damages, a court should not grant specific performance. Id. (citing Klingensmith v. Klingensmith , 100 A.2d 76, 79-80 (Pa. 1953)). Applying this standard in the instant case, the trial cou rt observed that the improvements to the land made by the Summerhills were, in fact, readily quantified, and fairly compensated by the cour t’s award of considerable damages corresponding directly to the amount of damages proved at trial by the Summerhills. Id. at 28-29; see also Rule 1925(a) Memorandum, 8/29/2013 (“Rule 1925(a) Memo.”), at 4 (unnumbered) (“TheJ-A08045-14

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[trial court’s] award of damages was based exclusively on [the Summerhills’] unjust enrichment/ quantum meruit theory, and the [trial court] utilized the measure of damages suggested by [the Summerhills], which the [c]ourt finds to have been accurate and reasonable in the circumst ances.”). Moreover, because the court found that $10,000 per yea r rent was marketappropriate for the Property, the Summerhills could n ot maintain that their payments in that regard were not calculable, or even co nstituted a basis for damages in the first instance, the payments being consisten t with and appropriate to the lease for a term of years. Because we find that the trial court’s observations rega rding the uncertainty of the descriptions of the Property are sup ported by the evidence, the Summerhills’ reliance on the partial per formance exception to the Statute must fail: To invoke the exception successfu lly, the available evidence must describe the property in question with “ such clearness and directness as will leave no doubt as to their meaning an d purpose.” Kurland , 533 A.2d at 1373. For the reasons set forth in conn ection with our analysis of the Summerhills’ argument that the availa ble evidence satisfied the Statute, we also find that the evidence failed t o meet such a stringent standard. The Summerhills’ final argument in support of their challenge to the trial court’s ruling under the Statute is based upon t he “admissions” exception to the Statute. Pursuant thereto, a failur e to conform to the Statute may be overlooked when the party against who m the contract wouldJ-A08045-14

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be enforced has admitted the existence of the contract i n its pleadings, during discovery, or at trial. See Lehner v. Montgomery , 119 A.2d 626, 628 (Pa. Super. 1956). The Summerhills concede that M ary Huston “was understandably careful not to openly admit the existen ce of the agreement itself for the sale” of the Property, but they mainta in “that a careful evaluation of the cumulative evidence in this matter e ffectively operates to provide an ‘admission’ as to the essential terms necessary f or the formation and existence of said agreement for the sale through a ‘lease purchase’ of the [Property].” Brief for the Summerhills at 52-53 . Their argument in this regard simply reiterates the evidence and inferences hig hlighted in support of their prior arguments. To the extent their argum ent recites evidence not mentioned in connection with their previously analyzed issues, the factors submitted fall well outside the bounds of what the tri al court or we have the discretion to consider in assessing the fact and nature of t he agreement between the parties. Most importantly, the Summerhills cite no on-point au thority for the proposition that an admission may be cobbled together from bits and pieces in the absence of any sign of clear acquiescence to the tru th of the proposition that allegedly has been admitted. Rule 2 119(a) requires that the party cite in its argument “such . . . citations of au thorities as are deemed pertinent.” The Summerhills identify nowhere in the pleadings, discovery, or at trial that Mary Huston acceded to the proposition th at the agreement in question, if any, reflected a lease-purchase arrangement . However, RuleJ-A08045-14

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2119(c) requires parties before this Court to identify by citation or other reference where in the record this Court might find s ubstantiation of a given claim regarding the evidence in question. We will not scour the record for evidence not clearly identified or located by the par ty reciting it and it is not our function to advocate for a party who has not set fo rth a legal basis for the relief sought. See Estate of Haiko v. McGinley , 799 A.2d 155, 161 (Pa. Super. 2002); Pa.R.A.P. 2119(c). Accordingly, we must reject the Summerhills’ appeal to this exception to the statute of frauds and deny relief. In their last argument, the Summerhills attempt to re but the trial court’s finding that Edward Huston’s transfer of title t o the Property jointly to himself and Mary Huston, in a deed that made no refer ence to the putative lease purchase agreement, indicated that Edward Huston did not intend to enter into a binding lease purchase agreement that Mar y Huston could ratify. Brief for the Summerhills at 55-57. Once again, in v iolation of Rule 2119(a), the Summerhills provide no citations to authority, on- point or otherwise. Instead, the Summerhills recite (again, without citatio ns to the certified record, in violation of Rule 2119(c)) various claims reg arding extrinsic factors to argue that the absence of such a notation on t he deed did not contradict Edward Huston’s intention that the alleged purchase agreement should survive the transfer. Given the lack of support ing legal authority and our uncertainty that we may even consider these factors a bsent confirmationJ-A08045-14

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that these assertions are substantiated in the certified r ecord, we are constrained to reject this argument. Having concluded that the trial court did not err or abuse its discretion in rejecting the Summerhills’ assertion that the partie s had entered into a binding purchase agreement of any nature, we now must review the parties’ dueling issues regarding the fairness of the trial court’ s damage award to the Summerhills. The Summerhills argue that the trial co urt failed to weigh properly the Summerhills’ evidence concerning the fair rental value of the Property. See Brief for the Summerhills at 59-60. This evidence in cluded testimony, supplemented by documentary evidence, that the per-acre rental rates paid by the Summerhills for various farm propert ies in the immediately surrounding area were consistent with an annual rental of approximately $1,300 per year rather than the $10,000 per year th at they paid for the Property for the duration of their possession thereof. Additionally, the Summerhills submitted evidence regarding the fair mar ket (purchase) value of farmland statewide, establishing a per-acre price resu lting in a valuation of approximately $215,000 for an 82-acre farm prope rty. See id. at 62-64. Based upon this, they argue that it is far more likel y than not that Edward Huston, and Mary Huston thereafter, intended the agre ement to be one that ultimately would lead to transfer of the title to th e Summerhills at the conclusion of the alleged contract’s term. The latter argument is readily rejected. The trial co urt determined that the parties’ agreement constituted an annual leas e rather than aJ-A08045-14

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purchase contract. Thus, anything couched in terms of a br each of contract that simply seeks to relitigate the parties’ intentions in effectuating that agreement requires no review. This analysis applies e qually to the Summerhills’ later argument that the trial court erre d in excluding evidence of comparable farm sales. See Brief for the Summerhills at 63-64. Aside from the fact that the trial court indicated that it did consider this evidence,

see Rule 1925(a) Memo. at 2-4, it is immaterial to the only salient question, which concerns the fairness of the trial court’s determinat ion that the rental rate of $10,000 per year was appropriate. Thus this a rgument, too, warrants no relief. With respect to the former argument concerning comparabl e rental rates, we will defer to the trial court’s fact-finding, especially given that the Summerhills principally rely upon their own testimony regarding fair rental rates for similar properties in the immediate area. I n tension with the Summerhills’ argument was the evidence that a tenant w ho immediately preceded the Summerhills on the Property paid a renta l of $9,600 per year for the Property. This finding was supported by the record; indeed it is undisputed. Thus, it was within the trial court’s discre tion to credit this fact in assessing the market fairness of a $10,000 per year re ntal over the Summerhills’ contrary testimony. It is not this Court’ s province to invade the trial court’s fact-finding. See generally In re Donna W. , 472 A.2d 635, 639 (Pa. Super. 1984). Moreover, once again th e Summerhills offer noJ-A08045-14

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legal authority in support of their argument, on-poi nt or otherwise. Consequently, we find this argument unavailing. This brings us to the issues raised by Mary Huston: I. Did [the trial court] commit an error of law by ap plying an exception to the well-established doctrine of accretion that applies only to residential landlord/tenant case law an d which is based upon the implied warranty of habitability in t his commercial case? II. Did [the trial court] commit an error of law by f inding that the tenant had established unjust enrichment where th ere was utterly no evidence that the leased premises had increas ed in value? Brief for Mary Huston at 4. In her first issue, Mary Huston contends that the trial co urt improperly relied on Chesney v. Stevens , 644 A.2d 1240, 1244 (Pa. Super. 1994). Brief for Mary Huston at 7-8. She contends that Chesney concerned a residential rather than a commercial lease, and involve d unjust enrichment arising from the tenant’s improvements to a residential property, where the property did not satisfy the warrant of habitability, and the owner had failed to make due efforts to rectify the situation. She al so argues that the longterm lease requirement cited in Chesney , see infra , was not satisfied in this case, where the trial court found that the parties were engaged in a year-toyear lease. The trial court relied upon the following analysis: Generally, under Pennsylvania law, where a lessor make s improvements to the leased premises, the improvements become property of the lessor, who is not under any obl igationJ-A08045-14

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to reimburse the lessee for the value of the improveme nts. See 8 Summ. Pa. Jur.3d Property § 26.58 (citing DeLeone v. Azad, Inc. , 52 Pa. D.&C.2d 727 (Phila. Cty. 1971); Graham Aviation Co. v. City of Johnstown , 69 Pa. D. & C. 609 (Cambria Cty. 1950)). However, there are exceptions to this general rule. The Pennsylvania Superior Court has set forth one of the exceptions applicable to this case as follows: [I]f a tenant, with a reasonable and good faith expe ctation of long-term occupancy or ownership, makes substantial and obvious improvements to the real estate of anothe r, the tenant is entitled to compensation for the improvements when they have been accomplished with the actual or implied knowledge and consent of the owner. It is a reasonable corollary of the implied promise to fu rnish a habitable leasehold rule . . . to imply a promise b y the owner to reimburse a tenant for improvements reasonabl y made when there is a basis for concluding that there has been consent by the owners to the improvements. Chesney , 644 A.2d at 1244. In such cases, where the recovery by the lessee is based on an unjust enrichment or quantum meruit theory, the value of damages recoverable by the lessee is the amount of the benefit conferred on the lessor. Id. at 1244- 45; see also Styer v. Hugo , 619 A.2d 347, 350 (Pa. Super. 1993), aff’d , 637 A.2d 276 (Pa. 1994) (“The law implies a contract between the parties . . . . This con tract requires that the defendant pay the plaintiff the va lue of the benefits conferred, i.e. , that the defendant make restitution to the plaintiff in quantum meruit

. Here, [the Summerhills] made significant improvements to the Property [that] undoubtedly increased its value both a s a residence and as a working farm. Although [the Summer hills] have not included in the record any evidence of the di fference between the value of the Property in 1998 and its cur rent value, we find the evidence of the costs of the improvements to be credible and uncontroverted. Because we find that rete ntion by [Mary Huston] of these benefits without compensating [th e Summerhills] for them would be unjust, we will award [the Summerhills] the amount of $55,634.51 in damages .

. . . T.C.O., 12/17/2012, at 27-28 (citations modified).J-A08045-14

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In reviewing the trial court’s ruling, we are guided by the following standard: Unjust enrichment is essentially an equitable doctrine. Where unjust enrichment is found, the law implies a contract, which requires the defendant to pay to the plaintiff the v alue of the benefit conferred. The elements necessary to prove unju st enrichment are: (1) benefits conferred on defendant by plaintiff; (2 ) appreciation of such benefits by defendant; and (3) acceptance and ret ention of such benefits under such circumstances that it would be inequitable for defendant to retain the benefit wit hout payment of value. The application of the doctrine depends on the particular factual circumstances of the case at issue. In determining if the doctrine applies, our focus is not on the intention of the parties, but rather on whether the defendant has been unjustly enriched.

Mitchell v. Moore , 729 A.2d 1200, 1203-04 (Pa. Super. 1999) (citation s and internal quotation marks omitted; formatting mod ified). Appellate review of equity matters is limited to a de termination of whether the [trial court] committed an error of la w or abused [its] discretion. The scope of review of a final decree in equity is limited and [the trial court’s decision] will not be disturbed unless it is unsupported by the evidence or demonstrably capricious. The test employed is not whether the appel late court would have reached the same result as the trial [court], which heard and saw the evidence, but whether a judicial min d, on due consideration of the evidence, could have reached the con clusion of the trial [court].

Robbins v. Kristofic , 643 A.2d 1079, 1082 (Pa. Super. 1994) (quoting Purdy v. Zaver , 580 A.2d 1127, 1130-31 (Pa. Super. 1990)). It is true that Chesney concerned a residential lease and involved habitability issues. However, as the Summerhills aptly point out, variousJ-A08045-14

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courts have applied Chesney for the proposition for which the trial court uses it in the context of commercial leases. Responsive Bri ef for the Summerhills at 12-14; see Cambria-Stoltz Enterps., v. TNT

Investments , 747 A.2d 947, 953 (Pa. Super. 2000); 421 Willow Corp. v. Callowhill Assoc. , No. 1848 MAY.TERM 2001, et al. , 2003 WL 21361362, at *7 (Phila. Cty. May 23, 2003); see also Drysdale v. Woerth , 153 F.Supp.2d 678, 687-89 (E.D.Pa. 2001). Thus, Mary Hu ston’s argument, which hinges entirely on the proposition that the prin ciples articulated in Chesney

simply do not apply to commercial leases, is confounded by the cited cases and, in the absence of further argument, warr ants no relief. Mary Huston’s second issue is based upon her contention tha t the trial court’s damage award, which was based on a theory of un just enrichment, was predicated on the flawed conclusion that Mary Huston appreciated any benefits from the improvements to the land made by th e Summerhills. Her argument effectively is stated in one sentence: “In oth er words, there might have been an increase in value, the value of which was not established by the party with the burden of proof, but there is no means by which any increase in value to her is in any means unjust.” Brief for Mary Huston at 8- 9. Mary Huston does not dispute that the Summerhills p resented detailed records of the improvements to the land that they made during their tenancy, which were recited in detail by the trial cour t. Moreover, she does not cite any authority that might preclude the trial court’s reliance upon this to determine that it would be unjust not to compensat e the Summerhills forJ-A08045-14

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their improvements. This conclusory attempt to establis h trial court error is insufficiently developed to satisfy the requirements of Pa.R.A.P. 2119(a). Consequently, we find that this issue is waived. Judgment affirmed. Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 10/03/2014