J. A11005/15

NON-PRECEDENTIAL DECISION – SEE SUPERIOR COURT I.O.P. 65.37

NORTH EAST EDUCATIONAL 

ASSOCIATES, INC., D/B/A 

BRIDGEWAY ACADEMY,

:

:

:

IN THE SUPERIOR COURT OF

PENNSYLVANIA

:

 Appellant :

:

v. :

: No. 1182 EDA 2014

KILLER INTERACTIVE, LLC, AND 

JASON PIJUT

:

:

Appeal from the Judgment Entered June 18, 2014,

in the Court of Common Pleas of Northhampton County

Civil Division at No. C48-CV2013-3583

BEFORE: FORD ELLIOTT, P.J.E., OLSON AND WECHT, JJ.

MEMORANDUM BY FORD ELLIOTT, P.J.E.: FILED JUNE 03, 2015

Appellant brings this appeal from the judgment entered June 18, 2014, 

which found in favor of appellees regarding appellant’s lawsuit against 

appellees which sounded in breach of contract, fraud, unjust enrichment, 

and which sought to pierce the corporate veil. Appellees were also partially 

victorious on a counterclaim. Finding no error below, we affirm.

Appellant, North East Educational Associates, Inc., doing business as 

Bridgeway Academy (“Bridgeway”), is a company that markets programs 

and support to parents who wish to home school their children. 

Jessica Parnell (“Parnell”) is the president of North East Educational 

Associates, Inc. Killer Interactive, LLC (“Killer”), is a company that creates 
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custom software and internet websites. Jason Pijut (“Pijut”) is the chief 

operating officer of Killer.

On November 8, 2011, Bridgeway and Killer entered into a written 

contract for Killer to design a custom internet website for Bridgeway. The 

work was to be completed in six phases with the following completion dates: 

Phase 1 -- January 1, 2012; Phase 2 -- April 2, 2012;1Phase 3 -- April 20, 

2012; Phase 4 -- April 20, 2012; Phase 5 -- August 1, 2012; and Phase 6 --

September 21, 2012. Moreover, the parties viewed the completion of 

Phase 2, the customer relationship management software, as the most 

crucial piece of the new system.

The written contract also contained the following termination terms:

Termination can occur at any point during the 

project. The CLIENT reserves the right to terminate 

this Agreement upon thirty (30) days written notice 

to Killer for any cause. Killer shall, at its option, 

have the right to terminate this agreement with 

retention of all fees paid as of the date of 

termination, in the event that CLIENT breaches any 

of its obligations under this agreement.

In the event of any termination or cancellation of this 

agreement by CLIENT, CLIENT shall be liable to Killer 

for only the pro rata portion of the fee, at the 

discretion of Killer up to a $1,000.00 cancellation fee 

and expenses set forth in this Agreement.

Agreement, Termination Clause.

 

1 Appellant’s brief states April 20, 2012, as the completion date for Phase 2. 

(Appellant’s brief at 12.) However, the agreement itself bears the date we 

use.
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Finally, the contract obligated Bridgeway to make an initial payment of 

$8,600 to Killer, followed by nine additional monthly payments of $8,600, 

for a total payment of $86,000. (Agreement, Payment Schedule and 

Timeline Clause.)

At trial, the parties were in dispute as to Killer’s performance under 

the contract. According to Pijut, the website was live but had simply not 

been activated, while Parnell testified that none of the six phases had been 

completed. (Notes of testimony, 3/11/14 at 26-27, 72-74, 79; 130-131.)2 

What the parties apparently did agree upon is the misrepresentation of Killer 

employee Jonathan Koray Girton (“Girton”) to Bridgeway.

Girton was Killer’s primary project developer for the Bridgeway 

project. (Id. at 36, 248.) Indeed, it was Girton who initially “sold” Parnell 

on hiring Killer, because Girton had “the vision.” (Id. at 125.) Ultimately, 

Pijut discovered that Girton had fallen badly behind in the development of 

the Bridgeway project, especially in regard to the critical Phase 2. (Id. at 

79-80.) Pijut also discovered that Girton had actually created a sham search 

engine program as part of Phase 2 in order to deceive Parnell and Bridgeway 

as to his progress. (Id. at 227-228, 236, 261-262.) As a result, Pijut fired 

Girton on June 19, 2012. (Id. at 250.)

 

2

Pijut specifically testified that the critical Phase 2 customer relationship 

management software had been installed, but had not yet been made 

available to Bridgeway. (Id. at 79.)
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Pijut claimed that he informed Parnell of Girton’s deception during a 

telephone conversation at that time. (Id. at 77.) Pijut also stated that he 

had a sit-down meeting with Parnell and Bridgeway on June 20, 2012, where 

he again informed them about Girton’s deception including his fabrication of 

the fake search engine. (Id. at 82, 226-228, 236.) At the time, Pijut 

informed Parnell and Bridgeway that he believed that Killer could still meet 

its obligations, stating that they “should be on target or very close on the 

rest of the phases.” (Id. at 81.) However, when Pijut and his other 

employees subsequently reviewed Girton’s computer code, they discovered 

that it was going to take more time and effort to fix than they had first 

thought. (Id. at 82, 237.)

For her part, Parnell denied that she was informed in June as to 

Girton’s deception. (Id. at 128.) Rather, she claimed that the deception did 

not come to her knowledge until November 2012. (Id. at 128-129.) On or 

about November 30, 2012, Bridgeway informed Killer that they were done 

making payments on the contract. (Id. at 130.) Bridgeway had, in fact, not 

made a payment to Killer since May 2012. (Id. at 146.) Sometime in 

mid-December of 2012, Bridgeway told Killer that they were no longer to 

work on the project. (Id. at 66.) Finally, Parnell admitted that after Girton 

was fired from Killer, she hired him to create a warehouse management 

system that would “talk the same language” as the system Killer was 

creating under Phase 2. (Id. at 146-147.)
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Bridgeway filed its Complaint on April 18, 2013. As noted, it sounded 

in breach of contract, fraud, unjust enrichment, and sought to pierce the 

corporate veil in order to hold Pijut personally liable. Killer and Pijut filed 

their Answer, New Matter, and Counterclaim on May 30, 2013. The 

Counterclaim sought the $22,650 that was still owing on the contract, plus 

compensation for additional work that had been performed, and the $1,000 

wrongful cancellation charge described in the termination clause. Both sides 

also sought counsel fees.

Following a bench trial on March 11, 2014, the trial court rendered its 

decision on March 13, 2014. The court found in favor of Killer on all counts 

of both the Complaint and the Counterclaim except that count of the 

Counterclaim seeking the $22,650 that Killer claimed was still owing. The 

court found that Killer was owed $60,586 for the contract work performed, 

$2,000 for additional work, and $1,000 for the wrongful termination charge, 

for a total of $63,586. The court further found that Bridgeway had overpaid 

this amount, having made payments to Killer totaling $66,500. Therefore, 

the court awarded Bridgeway the difference between the sums, $2,914. No 

counsel fees were awarded. Following post-trial motions, Bridgeway filed 

this timely appeal.

On appeal, Bridgeway raises the following issues:

A. Did the lower court err in asserting that it was 

compelled to enforce specific terms of the 

written contract against the Plaintiff when, as a 

matter of law, Defendants admitted fraudulent 
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misrepresentations to Plaintiff voided the terms 

of the contract which the lower court construed 

against Plaintiff?

B. Did the lower court err in denying the Plaintiffs’ 

claim for damages arising from Defendants’ 

material breach of the contract and/or from 

Defendants’ unjust enrichment when the lower 

court conceded and/or the evidence adduced 

at trial demonstrated (a) Plaintiff paid 

$66,500.00 to Defendants on a contract for the 

installation of a software system, (b) that 

Defendants failed to install the software 

system pursuant to the contract, and (c) that 

Defendants’ failure to install the software 

system was the result of Defendants’ wrongful 

and intentional conduct?

C. Did the lower court err in failing to pierce the 

corporate veil despite (a) Defendants’ 

admissions that the corporation was severely 

undercapitalized, (b) Defendants’ admission 

that Jason Pijut comingled his personal funds 

and debts with those of the LLC, and (c) The 

fact that the Defendants were involved in the 

perpetration of a fraud?

Bridgeway brief at 7.

We begin our analysis with our standard of review:

Our review in a non-jury case is limited to whether 

the findings of the trial court are supported by 

competent evidence and whether the trial court 

committed error in the application of law. We must 

grant the court’s findings of fact the same weight 

and effect as the verdict of a jury and, accordingly,

may disturb the non-jury verdict only if the court’s 

findings are unsupported by competent evidence or 

the court committed legal error that affected the 

outcome of the trial. It is not the role of an 

appellate court to pass on the credibility of 

witnesses; hence we will not substitute our judgment 

for that of the fact[-]finder. Thus, the test we apply 
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is not whether we would have reached the same 

result on the evidence presented, but rather, after 

due consideration of the evidence which the trial 

court found credible, whether the trial court could 

have reasonably reached its conclusion.

Agostinelli v. Edwards, 98 A.3d 695, 704 (Pa.Super. 2014), appeal 

denied, A.3d , (Pa. Apr 01, 2015) (NO. 698 MAL 2014), quoting 

Lynn v. Pleasant Valley Country Club, 54 A.3d 915, 919 (Pa.Super. 

2012).

Bridgeway first complains that the trial court erred in enforcing the 

obligations of the contract because the contract was rendered void by 

Girton’s misrepresentation.

In order to void a contract due to a fraudulent 

misrepresentation, the party alleging fraud must 

prove, by clear and convincing evidence: (1) a 

representation; (2) which is material to the 

transaction at hand; (3) made falsely, with 

knowledge of its falsity or recklessness as to whether 

it is true or false; (4) with the intent of misleading 

another into relying on it; (5) justifiable reliance on 

the misrepresentation; and (6) resulting injury 

proximately caused by the reliance. Bortz v. Noon, 

556 Pa. 489, 499, 729 A.2d 555, 560 (1999); Gibbs 

v. Ernst, 538 Pa. 193, 207, 647 A.2d 882, 889 

(1994). All of these elements must be present to 

warrant the extreme sanction of voiding the 

contract.

Porreco v. Porreco, 811 A.2d 566, 570-571 (Pa. 2002).

Bridgeway cannot void the contract because no injury was caused by 

reliance on Girton’s misrepresentation. The trial court specifically found the 

testimony of Pijut to be credible as to alerting Bridgeway to Girton’s 
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misrepresentation in June of 2012. (Pa.R.A.P. 1925(a) STATEMENT, 

11/10/14 at 4-5.) Thereafter, Bridgeway did not immediately give 30 days’ 

notice that it desired to terminate the contract; rather, Bridgeway apparently 

acceded to Killer’s entreaties to allow their relationship to continue and that 

Killer would attempt to meet its contractual obligations. Thus, Bridgeway 

did not rely on Girton’s misrepresentation, but chose to proceed with full 

knowledge of it. Moreover, the injury here is a delay in completion of the 

contract on schedule. By going forward after it had been advised of Girton’s 

misrepresentation, Bridgeway accepted the delay caused by Girton. In sum, 

the contract here is not voidable because of any reliance on Girton’s 

misrepresentation.

In its next issue, Bridgeway argues that the trial court’s decision is 

absurd, because it “paid [Killer] $66,500, but received nothing of any value 

as a result of fraudulent conduct of Mr. Girton,”3that “[t]here is no doubt 

that none of the six proposed phases of the System are accessible and 

operational,”4and that it is egregiously absurd that Bridgeway is being 

forced to pay Killer for any work done by Girton. This argument is 

essentially that the verdict is against the weight of the evidence.

[a]ppellate review of a weight 

claim is a review of the [trial court’s] 

exercise of discretion, not of the 

underlying question of whether the 

 

3 Bridgeway brief at 36.

4 Bridgeway brief at 37.
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verdict is against the weight of the 

evidence. Because the trial judge has 

had the opportunity to hear and see the 

evidence presented, an appellate court 

will give the gravest consideration to the 

findings and reasons advanced by the 

trial judge when reviewing a trial court’s 

determination that the verdict is against 

the weight of the evidence. One of the 

least assailable reasons for granting or 

denying a new trial is the lower court’s 

conviction that the verdict was or was 

not against the weight of the evidence 

and that a new trial should be granted in 

the interest of justice.

Accordingly, there is a general rule barring appellate 

review of weight claims in the first instance. As 

such, where an appellant fails to raise a weight claim 

before the trial court, thus preventing it from 

addressing the claim from the vantage point of 

having presided over the trial, the claim is 

unreviewable on appeal.

Phillips v. Lock, 86 A.3d 906, 919 (Pa.Super. 2014), quoting In re Estate 

of Smaling, 80 A.3d 485, 490-491 (Pa.Super. 2013) (en banc) (citations 

omitted).

Bridgeway did not raise a weight of the evidence claim in its motion for 

post-trial relief but only addressed the issue of fraud and the voidability of 

the contract. The trial court did not review the weight of the evidence and 

there is nothing for us to review. The failure to include a weight of the 

evidence claim in a post-trial motion waives the claim. Bensinger v. 

University of Pittsburgh Medical Center, 98 A.3d 672, 685 (Pa.Super. 

2014).
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We note that the trial court regarded this issue not as a weight of the 

evidence claim, but as a challenge to its determination of damages 

(Pa.R.A.P. 1925(a) STATEMENT, 11/10/14 at 5.) To the extent that 

Bridgeway’s argument presents a question of whether the evidence supports 

the damages awarded, we reiterate the following standard of review:

If a verdict bears a reasonable resemblance to 

the proven damages, this Court will not substitute its 

assessment for that of the trier of fact. Reimer v. 

Tien, 356 Pa.Super. 192, 514 A.2d 566 (1986). Our 

standard of review is extremely narrow. Taylor v. 

Celotex, 393 Pa.Super. 566, 593, 574 A.2d 1084, 

1098 (1990). An order for remittitur is only justified 

if the verdict is unsupported by the evidence or was 

the product of “partiality, prejudice, mistake or 

corruption.” [Rafter v. Raymark Industries, Inc., 

429 Pa.Super. 360, 371, 632 A.2d 897, 902 (1993)].

Barrack v. Kolea, 651 A.2d 149, 156 (Pa.Super. 1994), appeal denied, 

668 A.2d 1134 (Pa. 1995).

Bridgeway’s claims that it paid Killer $66,500, but received nothing of 

any value and that none of the six proposed phases were accessible and 

operational relies wholly on Bridgeway testimony. The testimony presented 

on behalf of Killer readily supports that it had implemented much of the 

necessary computer code, but that the code had simply not been activated 

yet:

Q. Do you recall your testimony earlier?

A. Yes.

Q. Do you recall your testimony about the 

website?
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A. Yes.

Q. And you conceded, did you not, that the 

website is not accessible from the World Wide 

Web at this point, correct?

A. I know it was accessible is what I said. I said 

it wasn’t -- it wasn’t accessible through a dot 

com. It was accessible through an IP address.

Q. All right. But you can’t type in Bridgeway 

Academy into Google and get that website, 

correct?

A. No. The main -- like I said, I can explain it if 

--

Q. Is that correct? Is that correct? You can’t -- if 

you type in Bridgeway Academy --

A. Sure. You -- the main -- the dot com was 

never appointed to that IP address.

Q. Okay. So just for everyone’s understanding, if 

you type in Google like I do, Bridgeway 

Academy, a website comes up, but it’s not the 

website -- it’s not this website?

A. No. They opted never to put it live.

Q. All right. For reasons that were discussed at a 

previous exhibit where they said there were 

problems?

A. For his -- yeah. For his breakdown of the 

search issues that he believed he was going to 

have.

Q. So -- and certainly [Phase 2] was never 

complete, correct?

A. The Family File Section of [Phase 2] was 

completed where family files can be corrected 
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and indexed and cross-referenced and 

searched and all those pieces. All that was 

completed.

Q. [Phase 2] as outlined in the proposal is not 

complete, correct?

A. The full phase of it, no, was not completed.

Notes of testimony, 3/11/14 at 73-75 (cross-examination of Pijut).

This testimony clearly indicates that Killer completed parts of the 

computer code, including parts of Phase 2, albeit not all of the project. The 

trial court credited Killer’s efforts with a value of $60,586.25 on a contract 

bearing a total value of $86,000. (Pa.R.A.P. 1925(a) STATEMENT, 11/10/14 

at 5.)5 Killer was plainly not accorded the value of the completed project. 

The trial court based its finding, in part, on trial exhibit number 27, which 

was a report of Killer’s billable hours to date. Id. We find that the evidence 

supported the ultimate award to Bridgeway, and we find no error in the trial 

court’s assessment.

In its final issue, Bridgeway contends that the trial court erred in 

failing to pierce the corporate veil in order to hold Pijut personally liable.

[T]here is a strong presumption in 

Pennsylvania against piercing the 

corporate veil. Wedner v. 

Unemployment Board, 449 Pa. 460, 

464, 296 A.2d 792, 794 (1972) (“[A]ny 

court must start from the general rule 

that the corporate entity should be 

recognized and upheld, unless specific, 

unusual circumstances call for an 

 

5 The final award ignored the extra 25 cents accorded to Killer.
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exception. . . . Care should be taken on 

all occasions to avoid making the entire 

theory of corporate entity * * * useless. 

Zubik v. Zubik, 384 F.2d 267, 273 (3d 

Cir.1967)”). Also the general rule is that 

a corporation shall be regarded as an 

independent entity even if its stock is 

owned entirely by one person. College 

Watercolor Group, Inc. v. William H. 

Newbauer, Inc., 468 Pa. 103, 117, 360 

A.2d 200, 207 (1976).

Commonwealth Court has set out 

the factors to be considered in 

disregarding the corporate form as 

follows:

undercapitalization, failure to 

adhere to corporate 

formalities, substantial 

intermingling of corporate and 

personal affairs and use of the 

corporate form to perpetuate a 

fraud. Department of 

Environmental Resources v. 

Peggs Run Coal Co[.], [423 

A.2d 765 (Pa.Cmwlth.1980)].

Kaites v. Dept. of Environmental 

Resources, [529 A.2d 1148, 1151 

(Pa.Cmwlth.1987)]. See also

Watercolor Group v. Newbauer, 468 

Pa. at 117, 360 A.2d at 207, (corporate 

veil may be pierced whenever one in 

control of a corporation uses that control 

or corporate assets to further his 

personal interests).

Lumax Industries, Inc. v. Aultman, 543 Pa. 38, 

41-42, 669 A.2d 893, 895 (1995). “Nevertheless, ‘a 

court will not hesitate to treat as identical the 

corporation and the individuals owning all its stocks 

and assets whenever justice and public policy 

demand and when the rights of innocent parties are 
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not prejudiced thereby nor the theory of corporate 

entity made useless.’” Good v. Holstein, 787 A.2d 

426, 430 (Pa.Super.2001) (quoting Kellytown Co. 

v. Williams, 284 Pa.Super. 613, 426 A.2d 663, 668 

(1981)). Stated differently, “‘[T]he corporate form 

will be disregarded only when the entity is used to 

defeat public convenience, justify wrong, protect 

fraud or defend crime.’” Good, 787 A.2d at 430 

(quoting First Realvest, Inc. v. Avery Builders, 

Inc., 410 Pa.Super. 572, 600 A.2d 601, 604 

(1991)).

Advanced Telephone Systems, Inc. v. Com-Net Professional Mobile 

Radio, LLC, 846 A.2d 1264, 1277-1278 (Pa.Super. 2004) (footnote 

omitted), appeal denied, 859 A.2d 767 (Pa. 2004).

We find no basis for piercing the corporate veil. Bridgeway did adduce 

testimony that Pijut made personal withdrawals on the Killer corporate bank 

account, but as Killer and Pijut indicate, the amounts were not significant 

enough, compared to Killer’s gross receipts, to merit piercing the corporate 

veil. Bridgeway also argues that Killer was undercapitalized because there 

were no funds to pay a subcontractor Killer hired to work on the Bridgeway 

project.6 However, Pijut testified that he was relying on future payments 

from Bridgeway as well as other incoming funds to pay the subcontractor. 

(Notes of testimony, 3/11/14 at 113.) Finally, the use of the corporate form 

here was not instrumental to the fraud that was alleged. Simply stated, this 

is not an example of the grievous misuse of the corporate form required to 

pierce the corporate veil. Given the strong presumption in Pennsylvania 

 

6Reenhanced, LLC.
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against piercing the corporate veil, we must affirm the trial court’s decision 

not to do so.

Accordingly, having found no merit in the issues on appeal, we will 

affirm the judgment entered below.

Judgment affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 6/3/2015