J-A17027-22

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

IN RE: ESTATE OF IRVING ALTMAN, 

DECEASED 

________________________________ 

IN RE: IRVING ALTMAN AND LEHLA 

ALTMAN IRREVOCABLE TRUST UNDER 

AGREEMENT DATED APRIL 23, 1999

APPEAL OF: HARRY ALTMAN

:

:

:

:

:

:

:

:

:

:

IN THE SUPERIOR COURT 

OF PENNSYLVANIA

No. 2519 EDA 2021

Appeal from the Order Entered November 9, 2021

In the Court of Common Pleas of Montgomery County Orphans’ Court at 

No(s): 2012-X1370

IN RE: ESTATE OF IRVING ALTMAN, 

DECEASED 

________________________________ 

IN RE: IRVING ALTMAN AND LEHLA 

ALTMAN IRREVOCABLE TRUST UNDER 

AGREEMENT DATED APRIL 23, 1999

APPEAL OF: HARRY ALTMAN

:

:

:

:

:

:

:

:

:

:

IN THE SUPERIOR COURT 

OF PENNSYLVANIA

No. 2520 EDA 2021

Appeal from the Order Entered November 9, 2021

In the Court of Common Pleas of Montgomery County Orphans’ Court at 

No(s): 2016-X3993

BEFORE: PANELLA, P.J., NICHOLS, J., and COLINS, J.*

MEMORANDUM BY NICHOLS, J.: FILED OCTOBER 24, 2022

Harry Altman (Appellant), and Karen Steinfeld and Debra Brockman

(Appellees), are the surviving children of Irving Altman (the decedent). 

____________________________________________

* Retired Senior Judge assigned to the Superior Court.
J-A17027-22

- 2 -

Appellant appeals from the November 9, 2021 order granting partial summary 

judgment1in favor of Appellees, co-executors and beneficiaries of the 

decedent’s estate (the Estate) and beneficiaries of the Irving Altman and Lehla 

Altman Irrevocable Trust U/A dated April 23, 1999 (the Trust).2 After review, 

we affirm in part, reverse in part, and remand for further proceedings

consistent with this Memorandum.

3

____________________________________________

1 The November 9, 2021 order is appealable as of right pursuant to Pa.R.A.P. 

342(a)(3), (5), and (6).

2 We point out that orphans’ court docket 2012-X1370 involves the Estate, 

and docket 2016-X3993 involves the Trust. The record reveals that the 

orphans’ court consolidated these matters on January 18, 2018, and it filed a 

single dispositional order. Order, 11/9/21. Appellant filed timely separate 

appeals at each orphans’ court docket on November 23, 2021. On February 

24, 2022, this Court consolidated the appeals sua sponte. 

3 The record reflects that an additional participant in this matter, co-trustee, 

Larry Horowitz, CPA (Horowitz), also filed a motion for summary judgment 

against Appellant and filed an appellate brief in this matter. On November 15, 

2021, the orphans’ court denied Horowitz’s motion as moot because the issues 

raised in the motion were dismissed with prejudice by the November 9, 2021 

order at issue in this appeal. In light of our disposition, we acknowledge that 

the issues raised in Horowitz’s motion may no longer be moot. However, we 

decline Horowitz’s invitation to rule on his motion in the first instance. See

Horowitz’s Brief at 6 n.2. The status and resolution of the merits of Horowitz’s 

motion for summary judgment are best left to the orphans’ court. See Aetna 

Inc. v. Lexington Ins. Co., 968 A.2d 229, 230 (Pa. 2009) (per curiam) 

(stating that “an action is ‘moot’ suggests that there is a legal issue involved 

in a case, but because of the circumstances surrounding the case, the issue 

has become an academic one and will not be resolved. What ‘mootness’ does 

not suggest is that an issue was fully considered and a final judgment 

entered.” (citing Consolidation Coal Co. v. District 5, United Mine 

Workers of America, 485 A.2d 1118, 1124 (Pa. Super. 1984)) (formatting 

altered); see also Friday v. Friday, 457 A.2d 91, 93 (Pa. Super. 1983) 

(directing the lower court to address on remand the merits of a separate 

petition that was no longer moot in light of this Court’s ruling).
J-A17027-22

- 3 -

The orphans’ court summarized the relevant facts and procedural 

history in this matter as follows:

Before the court is [Appellees’] motion for partial summary 

judgment in which they ask the court to overrule and dismiss 

certain objections made by [Appellant] to [Appellees’] first and 

second final accountings of the Estate . . . and [the Trust], filed 

by Larry Horowitz, CPA, co-trustee. . . . 

The decedent, a resident of Springfield Township, Pennsylvania, 

died on March 29, 2012. On April 23, 1999, [the] decedent and 

his wife Lehla Altman created the Trust. The Trust named 

[Appellant] and Larry Horowitz as co-trustees. Pursuant to court 

order, Larry filed the First and Final Accounting to the Trust on 

March 28, 2017. [Appellant] filed a [limited] joinder to said 

account on April 27, 2017. Thereafter, [Appellant] filed objections 

to said account on April 28, 2017. [Appellant’s] objections

generally assert that he has a right to reimbursement for premium 

payments he made as trustee for [the] decedent’s life insurance 

policy which funded the Trust.

[The d]ecedent had executed a will on March 15, 2011. The will 

appointed the decedent’s children, [Appellant and Appellees Karen 

and Debra], to serve jointly as co-executors and gave them the 

authority to act by majority vote. Each of the siblings has a onethird interest in the residue of the [E]state. On April 12, 2012, 

the Register of Wills issued letters testamentary to the three 

siblings. The decedent left an estate composed of substantial 

assets including corporate holdings, stocks, depository accounts, 

and real estate.

Initially, the three co-executors tried to administer the Estate 

together with the assistance of [the] decedent’s long-time lawyer, 

Michael Rogers, Esquire, but, due to a “pervasive level [of]

disagreement” between the co-executors, and “substantial 

potential or actual conflicts of interest which cannot be 

reconciled,” his firm withdrew from the representation of the coexecutors. [Appellees] retained Fox Rothschild LLP in November 

2012. [Appellant] also retained separate counsel.

[Appellees] Karen and Debra, proceeded to carry out the duties of 

co-executors by acting as a majority and filed a first and final 

account and petition for adjudication on May 31, 2017. On July 

10, 2017, the account was called to audit and [Appellant] filed 
J-A17027-22

- 4 -

objections. The three co-executors worked to reach a settlement 

for two years but they were unable to reach an agreement. 

[Appellees] filed an updated, second and final accounting and 

petition for adjudication on July 29, 2019. The second account 

was called to audit on September 3, 2019, at which time 

[Appellant] filed additional objections.

By way of further procedural background, [Appellees] filed a 

motion in limine to preclude statements from [Appellant] under 

the Dead Man’s Act. On October 13, 2021, the court granted said 

motion. On August 2, 2021, [Appellees] filed the instant motion 

for partial summary judgment with an accompanying 

memorandum of law. [Appellant’s] answer and memorandum of 

law were filed on August 31, 2021. . . .

Orphans’ Ct. Mem. and Order, 11/9/21, at 1-3 (formatting altered).

On November 9, 2021, the orphans’ court granted partial summary 

judgment in favor of Appellees. Appellant timely appealed, and both the 

orphans’ court and Appellant complied with Pa.R.A.P. 1925.4

On appeal, Appellant presents the following issues:

1. Did the orphans’ court err as a matter of law when it granted 

Appellees’ motion for partial summary judgment and dismissed 

with prejudice Appellant’s objections, despite: (a) the 

existence of numerous genuine issues of fact; and (b) the 

failure to resolve all doubts in favor of Appellant?

2. Did the orphans’ court err as a matter of law when it relied 

upon its declaration that Appellant is an incompetent witness 

under the Dead Man’s Act, despite that a genuine issue of 

material fact exists regarding whether Appellees waived any 

application of the Dead Man’s Act?

3. Did the orphans’ court err as a matter of law when it 

prematurely determined the validity and scope of the April 2, 

2011 settlement agreement without: (a) any evidentiary 

record; and (b) any determination of the admissibility and 

____________________________________________

4 The orphans’ court filed its Rule 1925(a) opinion on February 15, 2022, which 

incorporated and attached its November 9, 2021 memorandum and order.
J-A17027-22

- 5 -

credibility of such evidence and; (c) considering parol 

evidence?

4. Did the orphans’ court err as a matter of law when it dismissed 

with prejudice Appellant’s objections regarding his ownership 

of entities 2131 Associates LP/2131 Management Company, 

LLC and TSAG Associates, Inc., ostensibly on the basis of its 

improper review of possible trial exhibits, without any

determination of admissibility and credibility of any evidence, 

and not in the light most favorable to Appellant?

5. Did the orphans’ court err as a matter of law when it dismissed 

with prejudice Appellant’s objections regarding reimbursement 

to AMA Contracting, Inc. by the Estate without an evidentiary 

record and without determination of the admissibility and 

credibility of any evidence related thereto, and not in a light 

most favorable to Appellant?

6. Did the orphans’ court err as a matter of law when it dismissed 

with prejudice Appellant’s objections to the Trust Account, 

ostensibly because he “joined” the Account, in part, despite 

that [Appellant] explicitly excluded “the failure to include 

[Appellant’s] claim for reimbursement for premiums paid on 

behalf of the Trust and his legal fees related to his 

administration of the Trust and the litigation of this matter” and 

explicitly reserving “the right to object to the failure to 

reimburse him for the premiums paid and the legal fees and 

costs incurred related to this matter.”

Appellant’s Brief at 5-6 (formatting altered).

5,6

____________________________________________

5 Our review in this matter is complicated by the fact that Appellant’s brief 

does not comply with Pa.R.A.P. 2119(a). Specifically, the argument section 

does not correspond with the issues presented in the statement of questions 

involved. As a result, it is difficult to distinguish which portions of the 

argument section apply to the issues Appellant raises on appeal. However, 

because we find that Appellant’s violations do not completely preclude 

appellate review, we proceed with our discussion. 

6 We are also constrained to point out that in his conglomeration of issues, 

Appellant purports to argue that the orphans’ court erred in its findings 

regarding the effect of the integration clause and asserts that the Agreement 

(Footnote Continued Next Page)
J-A17027-22

- 6 -

Summary Judgment

As we noted above, Appellant’s brief violates Pa.R.A.P. 2119(a) because

the argument section does not correspond to the statement of questions 

involved. The first issue in Appellant’s statement of questions asserts that the 

orphans’ court failed to apply the proper standard of review, failed to resolve 

all doubts in Appellant’s favor, and dismissed Appellant’s objections to the first 

and second final accountings of the Estate and first and final accounting of the 

Trust despite the existence of genuine issues of fact. Appellant’s Brief at 5. 

However, this general claim is not separately addressed in the argument 

portion of Appellant’s brief. See id. at 5, 33-44. Rather, Appellant’s broad 

assertion that the orphans’ court erred in granting partial summary judgment

introduces more specific issues discussed in the argument section. See id. at 

33-44. Although we will dispose of Appellant’s overarching claim that the 

orphans’ court erred in granting partial summary judgment, for clarity, we will 

do so in light of the specific issues addressed below.7

____________________________________________

was ambiguous. See Appellant’s Brief at 34-50. However, Appellant did not 

present these issues in his Rule 1925(b) statement. Because these claims 

concerning the integration clause and ambiguity were not specified in 

Appellant’s Rule 1925(b) statement, they are waived on appeal. See HSBC 

Bank, NA v. Donaghy, 101 A.3d 129, 133 n.7 (Pa. Super. 2014) (explaining 

that issues not properly raised in a Rule 1925(b) statement are waived on 

appeal). 

7 We also note that issues not included in Appellant’s statement of questions 

involved are waived. See Koller Concrete, Inc. v. Tube City IMS, LLC, 

115 A.3d 312, 320 n.9 (Pa. Super. 2015); see also Pa.R.A.P. 2116(a) (stating 

that “[n]o question will be considered unless it is stated in the statement of 

questions involved or is fairly suggested thereby”).
J-A17027-22

- 7 -

Dead Man’s Act

Appellant contends that the orphans’ court erred when it applied the 

Dead Man’s Act and precluded Appellant from testifying. Appellant’s Brief at 

39. After review, we conclude that Appellant is entitled to no relief on this 

claim of error. 

In determining whether the orphans’ court erred in granting summary 

judgment, our standard of review is de novo and our scope of review is 

plenary. In re Estate of Caruso, 176 A.3d 346, 349 (Pa. Super. 2017).

In evaluating the trial court’s decision to enter summary 

judgment, we focus on the legal standard articulated in the 

summary judgment rule. Pa.R.C.P. 1035.2. The rule states that 

where there is no genuine issue of material fact and the moving 

party is entitled to relief as a matter of law, summary judgment 

may be entered. Where the non-moving party bears the burden 

of proof of an issue, he may not merely rely on his pleadings or 

answers in order to survive summary judgment. Failure of a nonmoving party to adduce sufficient evidence on an issue essential 

to his case and on which it bears the burden of proof establishes 

the entitlement of the moving party to judgment as a matter of 

law. Lastly, we will view the record in the light most favorable to 

the non-moving party, and all doubts as to the existence of a 

genuine issue of material fact must be resolved against the 

moving party.

Oberdick v. TrizecHahn Gateway, LLC, 160 A.3d 215, 219 (Pa. Super. 

2017) (some citations omitted). Although “the non-moving party must be 

given the benefit of all reasonable inferences,” the non-moving party “need 

not be given the benefit of inferences not supported by the record or of mere 

speculation.” Myers v. Penn Traffic Co., 606 A.2d 926, 930 (Pa. Super. 

1992) (en banc).
J-A17027-22

- 8 -

Additionally:

Questions concerning the admissibility of evidence lie within the 

sound discretion of the trial court, and we will not reverse the 

court’s decision absent a clear abuse of discretion. An abuse of 

discretion may not be found merely because an appellate court 

might have reached a different conclusion, but requires a manifest 

unreasonableness, or partiality, prejudice, bias, or ill-will, or such 

lack of support as to be clearly erroneous. In addition, to 

constitute reversible error, an evidentiary ruling must not only be 

erroneous, but also harmful or prejudicial to the complaining 

party.

Crespo v. Hughes, 167 A.3d 168, 177 (Pa. Super. 2017) (citations omitted

and formatting altered).

The Dead Man’s Act is an evidentiary rule, which provides in relevant 

part, as follows:

Surviving party as witness, in case of death[.]

[I]n any civil action or proceeding, where any party to a thing or 

contract in action is dead . . . and his right thereto or therein has 

passed . . . to a party on the record who represents his interest in 

the subject in controversy, neither any surviving or remaining 

party to such thing or contract, nor any other person whose 

interest shall be adverse to the said right of such deceased . . . 

party, shall be a competent witness to any matter occurring before 

the death of said party . . . unless the issue or inquiry be devisavit 

vel non,

[8] or be any other issue or inquiry respecting the property 

____________________________________________

8 Devisavit vel non is defined as “[t]he name of an issue sent out of a court of 

chancery, or one which exercises chancery jurisdiction, to a court of law, to 

try the validity of a paper asserted and denied to be a will, to ascertain 

whether or not the testator did devise, or whether or not that paper was his 

will.” BLACK’S LAW DICTIONARY 452 (6th ed. 1991). The devisavit vel non 

exception to the Dead Man’s Act provides that “witnesses are competent to 

testify in disputes arising over the passage of property, through will or 

intestacy, although their testimony might otherwise be rendered incompetent 

(Footnote Continued Next Page)
J-A17027-22

- 9 -

of a deceased owner, and the controversy is between parties 

respectively claiming such property by devolution on the death of 

such owner, in which case all persons shall be fully competent 

witnesses.

42 Pa.C.S. § 5930. This Court has explained:

The Dead Man’s Act is an exception to the general rule of evidence 

in this Commonwealth that: no interest or policy of law shall make 

any person incompetent as a witness. The Act provides that one 

whose interest is adverse to the interest of a decedent is not a 

competent witness to any matter which occurred before the 

decedent’s death.

Frazer v. McEntire, 265 A.3d 777, 781 (Pa. Super. 2021) (citations omitted

and formatting altered), appeal denied, 278 A.3d 309 (Pa. 2022). 

Furthermore:

The purpose of the statute is to prevent the injustice that may 

result from permitting a surviving witness to a transaction to give 

testimony favorable to himself and adverse to the decedent, which 

the decedent’s representative would be in no position to refute by 

reason of the decedent’s death.

Under the Dead Man’s Act three conditions must exist before the 

surviving party or witness is disqualified: (1) the deceased must 

have had an actual right or interest in the matter at issue, i.e. an 

interest in the immediate result of the suit; (2) the interest of the 

witness—not simply the testimony—must be adverse; [and] (3) a 

right of the deceased must have passed to a party of record who 

represents the deceased’s interest.

Id. (citation omitted and formatting altered). When determining whether the 

proposed witness’s interest is adverse to the interest of the decedent’s estate, 

____________________________________________

through operation of the general rule.” In re Estate of Janosky, 827 A.2d 

512, 516 n.3 (Pa. Super. 2003) (citation omitted).
J-A17027-22

- 10 -

this Court has explained that “the interest must be one from which the witness 

will either gain or lose as the direct legal operation and effect of the 

judgment.” Id. (citation omitted and formatting altered). 

The devisavit vel non exception provides that witnesses are 

competent to testify in disputes arising over the passage of 

property, through will or intestacy, although their testimony might 

otherwise be rendered incompetent through operation of the 

general rule. This exception applies to disputes involving the 

transfer of a decedent’s estate both by operation of law or by will 

and renders competent all witnesses claiming decedent’s property 

by reason of his death.

Id. (citation omitted and formatting altered). 

Here, the orphans’ court addressed the applicability of the Dead Man’s 

Act as follows:

The [decedent] clearly had an interest in his Estate. The interests 

of Appellant are adverse to that of the decedent because the 

objections filed by Appellant make claims against the decedent’s 

ownership interests in business entities as well as claims for 

monies allegedly owed to Appellant by the decedent. Appellant 

seeks to reduce the decedent’s ownership interests in [the] 

business entities and the overall value of the Estate. Lastly, the 

rights of the decedent passed to [Appellees] who filed the motion 

for partial summary judgment as co-executors of the Estate. 

While it is true that Appellant is also a co-executor, the . . . Dead 

Man’s Act is applicable as long as “a right of the deceased must 

have passed to a party of record who represents the deceased’s 

interests.” [In re Estate of Cerullo, 247 A.3d 52, 55 (Pa. Super. 

2021)]. [Appellees] are parties of record to the Estate and 

represent the deceased’s interests. Thus, this court properly 

found that Appellant is prohibited from testifying as to any matters 

occurring prior to the death of the decedent except as may 

otherwise be permitted by law.

Orphans’ Ct. Op., 2/15/22, at 8. 
J-A17027-22

- 11 -

Following our review of the record, we discern no error of law or abuse 

of discretion in the orphans’ court’s application of the Dead Man’s Act. See 

Frazer, 265 A.3d at 781; Crespo, 167 A.3d at 177. As stated previously, the 

purpose of the Dead Man’s Act is to prevent the injustice that may result from 

permitting a surviving witness to a transaction to give testimony favorable to 

himself and adverse to the decedent that the decedent’s representative could 

not refute due to the decedent’s death. Frazer, 265 A.3d at 781. Here, 

Appellant challenged and sought to reduce the decedent’s ownership interests 

in business entities and claimed that the decedent owed him money. See

Orphans’ Ct. Op., 2/15/22, at 8. Therefore, because Appellant’s interests are 

adverse to those of decedent, we agree with the orphans’ court’s conclusion 

that the Dead Man’s Act precluded Appellant’s testimony.9 Accordingly, 

Appellant is not entitled to relief on this claim.

2011 Settlement Agreement

Appellant next contends that the orphans’ court erred in determining 

the application and scope of the April 2, 2011 settlement agreement (the 

____________________________________________

9 We note that we are constrained to disagree with the orphans’ court’s 

alternative holding that Appellant waived this issue for failing to file an appeal 

within thirty days from the entry of the October 13, 2021 order granting 

Appellees’ motion in limine and precluding Appellant from testifying. See 

Orphans’ Ct. Op., 2/15/22, at 6-7. We conclude that the October 13, 2021 

order did not satisfy the criteria for a final order under Pa.R.A.P. 341 requiring 

immediate appeal, nor did the failure to appeal result in waiver under 

Pa.R.A.P. 342(c), because the October 13, 2021 order precluding Appellant 

from testifying did not satisfy the requirements set forth in Pa.R.A.P. 

342(a)(1)-(7) concerning appealable orphans’ court orders. 
J-A17027-22

- 12 -

Agreement) without an evidentiary record or a determination on the

admissibility and credibility of evidence, including parol evidence. Appellant’s 

Brief at 33-35. Appellant asserts that the Agreement was procured by fraud

and that Appellant was owed a $1.5 million priority distribution. Id. at 35-36. 

Appellees respond that the basis for Appellant’s argument consists of 

only his own self-serving statements. Appellees’ Brief at 36. Further, 

Appellees assert that Appellant’s “evidence” is not only inherently self-serving 

and lacking in credibility, but it is also indisputably barred from consideration 

pursuant to application of the parol evidence rule and the Dead Man’s Act. Id. 

The orphans’ court addressed this issue as follows:

[Appellees] contend that the 2011 Settlement Agreement and 

Release (hereinafter the “Agreement”) releases [the E]state from 

certain claims made by [Appellant] in his objections to the first 

and second accounts. [Appellees] maintain the Dead Man’s Act

bars [Appellant] from testifying that he signed the Agreement 

based on [the] decedent’s alleged representation that he would 

not change his will. In opposition, [Appellant] asserts that the 

Agreement was procured by fraud and duress and suggests that 

the court should disregard it. [Appellant] asserts that he was 

fraudulently induced into entering into the Agreement based on 

[the] decedent’s misrepresentation that he had not changed his 

will.[FN1]

[FN1] At the time [Appellant] entered into the 2011 

Settlement Agreement on April 2, 2011, [the] decedent 

allegedly assured him that he had not changed his will. The 

record shows [the] decedent made a new will on March 15, 

2011 (“probated will”). The probated will contains no 

provision granting “a priority distribution of $1.5 million to 

[Appellant].” [Appellant] claims that [the decedent’s] 

promise that his will contained this distribution was a 

consideration that led him to enter into the Agreement.

The parol evidence rule bars admission into evidence any prior or 

contemporaneous oral representations or agreements that are 
J-A17027-22

- 13 -

specifically covered by the written contract that is adopted as the 

final and complete expression of the agreement. See Youndt v. 

First Nat. Bank of Port Allegany, 868 A.2d 539, 546 (Pa. Super. 

2005) (“Once a writing is determined to be the parties’ entire 

contract, the parol evidence rule applies and evidence of any 

previous oral or written negotiations or agreements involving the 

same subject matter as the contract is almost always inadmissible 

to explain or vary the terms of the contract.”) (internal citations 

and quotation marks omitted); see also Blumenstock v. 

Gibson, 811 A.2d 1029, 103[5] (Pa. Super. 2002) (“[A]lleged

prior or contemporaneous oral representations or agreements 

concerning subjects that are specifically covered by the written 

contract are merged in or superseded by that contract.”). 

Furthermore, “[i]n order to protect those against whom 

generalized and unsupported fraud may be levied, the 

Pennsylvania Rules of Civil Procedure require that fraud be 

averred with particularity.” Presbyterian Med. Cen. v. Budd, 

832 A.2d 1066, 1072 (Pa. Super. 2003) (quotation marks 

omitted). See also Pa.R.C.P. 1019(b). The specific elements of 

fraud are as follows:

(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) the resulting injury was proximately caused by the

reliance.

Gibbs v. Ernst, 647 A.2d 882, 889 (Pa. 1994). “Fraudulent 

misrepresentations may be proved to modify or avoid a written 

contract if it is averred and proved that they were omitted from 

the (complete) written contract by fraud, accident or mistake.”

Bardwell v. Willis Co., 100 A.2d 102, 104 (Pa. 1953) (citations 

omitted). Reliance on the misrepresentation is not justifiable if 

the contract omits the allegedly material term.[FN2] Thus, a claim 

of fraud in the inducement will not defeat the parol evidence bar 

if the complaining party signs a contract that does not include the 

allegedly fraudulent term.[FN3]
J-A17027-22

- 14 -

[FN2] “A party cannot justifiably rely upon prior oral 

representations, yet sign a contract denying the existence 

of those representations.” McGuire v. Schneider, Inc., 

534 A.2d 115, 119 (Pa. Super. 1987) ([citing] LeDonne v. 

Kessler, 389 A.2d 1123, 1130 n.10. (Pa. Super. 1978)).

[FN3] “If plaintiffs relied on any understanding, promises, 

representations or agreements made prior to the execution 

of the written contract . . . , they should have protected 

themselves by incorporating in the written agreement the 

promises or representations upon which they now rely, and 

they should have omitted the provisions which they now 

desire to repudiate and nullify.” 1726 Cherry St. P’ship 

by 1726 Cherry St. Corp. v. Bell Atl. Properties, Inc., 

653 A.2d 663, 669 (Pa. Super. 1995) (quoting McGuire, 

534 A.2d at 119-20 (quoting Bardwell, 100 A.2d at 105)).

On April 2, 2011, [Appellant] entered into the Agreement with 

[the] decedent, agreeing “to resolve any and all disputes”

between them, “from the beginning of the world to the date hereof 

. . . in the interest of fully and finally eliminating all possible claims 

between or concerning them, including any and all claims against 

or in connection with [decedent’s] future estate.” The Agreement 

was entered into between [the] decedent and [Appellant], his 

agents, successors, representatives or assigns, and AMA 

Contracting, Inc., as well as their agents, successors, 

representatives or assigns. Under the terms of the Agreement,

[the] decedent agreed to pay [Appellant] $100,000 for his general 

partnership and limited partnership interest, and any other 

interest (if any) owned by [Appellant] in or concerning the 

property located at 2131 Walnut Street in Philadelphia 

Pennsylvania owned by 2131 Associates LP, and 2131 

Management Company LLC. In addition, [the] decedent agreed 

to pay AMA $600,000 and the taxes associated with each of these 

two payments. The Agreement contained a covenant to forego 

claims between [the] decedent and [Appellant], and/or AMA, as 

well as with respect to any intercompany liabilities as between 

2131 Associates, TSAG Associates, Inc., and AMA, as well as any 

unpaid liabilities owed to [the] decedent on the balance sheet of 

AMA. Moreover, [the] decedent and [Appellant] and AMA agreed 

to a mutual release of their affiliates which included specifically a 

release of:

all claims arising from, or which may or could arise from, (i) 

any and all services and considerations of any kind rendered 
J-A17027-22

- 15 -

by [Appellant] or AMA to [the decedent] or to any entity in 

which [the decedent] has or has ever had any ownership 

interest, (ii) any and all debts concerning any and all 

possible business, partnership, property, compensation, or

real estate matters, contracts, promises, expectations, 

interests or obligations, (iii) all matters and debts, past and 

future, referenced in, arising out of any activity or matter 

concerning, or in any way otherwise alluded to on, the 

schedule submitted by [Appellant] and attached hereto and 

incorporated herein by reference as Exhibit “B”, (iv) any and 

all debts owed by [Appellant] or [the decedent] to one 

another, by [the decedent] to AMA, or by AMA to [the 

decedent], (v) any and all debts owed by or to [Appellant],

[the decedent] or AMA to or from any entity in which [the 

decedent] or [Appellant] have any ownership interest, (vi) 

any and all other claims or allegations of any kind as 

between [Appellant], [the decedent,] or AMA including, 

without limitation, any and all claims or counterclaims that 

could have been asserted through the date of this 

Settlement Agreement and Release for breach of contract, 

breach of partnership obligations, loan repayment, fraud, 

misrepresentation, promissory estoppel, misappropriation, 

conversion, breach of fiduciary duty, unjust enrichment, 

quantum merit, duty of loyalty, and further including any 

and all provisions, regulations, interpretations and notices 

relating to any and all violations of any and all federal, state,

local and or municipality wage and hour statutes, 

regulations, provisions or laws, or violations of any and all 

other laws, rules, regulations, provisions or ordinances, 

pertaining to creditors rights, uniform partnership act 

obligations, real estate claims, debt repayment, 

employment, discrimination, wages, hours, or any other 

terms and conditions of employment or termination of 

employment, and (vii) any and all other claims,

counterclaims, and/or third-party claims, which have been, 

or which could have been, alleged or brought through the 

Effective Date hereof by [the decedent], [Appellant,] or AMA 

against any other party hereto in any court, arbitration 

forum, or any and all other tribunals or forums of any kind 

or nature.

[As mentioned above, Exhibit B was] attached to the Agreement 

contained a spreadsheet prepared by [Appellant] summarizing 
J-A17027-22

- 16 -

various outstanding debts relating to TSAG, 1333 Associates, the 

2131 Entities, Grant Avenue, and the Trust. 

The court has already granted [Appellees’] motion in limine to 

preclude [Appellant] from testifying as to any matters occurring 

prior to the death of the decedent “except as may otherwise be 

permitted by law, as will be determined by this court as necessary 

in the further course of these proceedings.” Orphans’ Ct. Order 

dated 10/13/2021. Any claim that [Appellant] was forced to enter 

into the Agreement based on fraud or duress because of a 

statement allegedly made by the decedent is precluded in 

accordance with this Court’s October 13, 2021 order as the court 

has determined [Appellant] is not a competent witness under the 

Dead Man’s Act to testify as to any matter before [the] decedent’s 

death. See [id.]; see also 42 Pa.C.S. § 5930. Moreover, the 

court finds that the Agreement is an enforceable, integrated 

writing that operates as a release of [the Estate] from liabilities to 

[Appellant] and/or AMA concerning TSAG, AMA Consulting, 2131 

LLC, 2131 L.P., and TSAG Associates. The Agreement was 

integrated. The Agreement contains no mention of any promise 

that [the] decedent’s will should contain “a priority distribution of 

$1.5 Million to [Appellant]” and such a statement is the type of

testimony barred by the Dead Man’s Act. [Appellant] failed to 

protect himself by incorporating that term into the written 

Agreement. Moreover, [Appellant] failed to plead fraud and 

duress with the requisite particularity required by the Rules of Civil 

Procedure in his objections by raising it as an affirmative defense 

in new matter. See [Pa.R.C.P. 1030] . . . .

Orphans’ Ct. Mem. and Order, 11/9/21, at 3-8 (some citations omitted and 

formatting altered). The orphans’ court then concluded that Appellant’s claims 

against the enforcement of the Agreement were meritless. Id. at 8.

Following our review of the record, we agree with the orphans’ court’s 

conclusions. For the reasons thoroughly discussed by the orphans’ court, 

there is no merit to Appellant’s claims concerning the scope, validity, or 
J-A17027-22

- 17 -

application of the Agreement.10 On the basis of the orphans’ court’s 

memorandum and order, we conclude that Appellant’s claim is meritless. See 

id. at 3-8; see also Orphans’ Ct. Op., 2/15/22, at 5-11.

Ownership of TSAG

In his fourth issue, Appellant states that the orphans’ court erred when 

it concluded that the decedent owned 100% of the business entity known as 

____________________________________________

10 To the extent that Appellant claims that the orphans’ court erred when it 

concluded that Appellant failed to raise fraud and duress as an affirmative 

defense pursuant to Pa.R.C.P. 1030, see Appellant’s Brief at 37-39, we 

conclude that no relief is due. Although Appellant is correct that he was not 

obligated to raise fraud and duress as affirmative defenses in “new matter” in 

response to the first and second accountings, Appellees note that this 

misstatement by the orphans’ court is of no moment. Appellees’ Brief at 35. 

Appellees contend that while Appellant was not obligated to raise affirmative 

defenses in “new matter,” he was nevertheless required to plead fraud and 

duress with “particularity.” Id. (quoting Pa.O.C.R. 3.3(c)). Rule 3.3(c) 

specifies that “[a]verments of fraud or mistake shall be averred with 

particularity.” Moreover, Appellees state that because Appellant never 

brought any claim or action seeking to invalidate the Agreement, and because 

Appellant failed to plead any claim concerning fraud or duress, he fell short of 

the particularity required by the rule. Id. Appellees continue: “Since 

[Appellant] never properly challenged the validity of the Settlement 

Agreement, there can be no error in the [o]rphans’ [c]ourt recognizing and 

applying it as an ‘enforceable, integrated writing that operates as a release of 

the TSAG, 2131, AMA, and Trust Objections.’” Id. (quoting Orphans’ Ct. Mem. 

and Order, 11/9/21, at 7). We agree with Appellees, and we conclude that 

the orphans’ court’s misstatement concerning Rule 1030 and “new matter,” 

does not alter our disposition, and Appellant’s argument to the contrary is 

unavailing. In any event, we reiterate that Appellant’s underlying issue is 

meritless because, as the orphans’ court correctly concluded, Appellant cannot 

justifiably rely upon prior oral representations, yet sign a contract denying the 

existence of those representations. See Orphans’ Ct. Mem. and Order, 

11/9/21, at 5, nn.2-3. 
J-A17027-22

- 18 -

TSAG, and Appellant claims that he owns 46.7%. Appellant’s Brief at 51.11 

Appellant argues that the orphans’ court erred when it concluded that as of 

January 29, 2007, Appellant no longer had any ownership interest in TSAG,

and he contends that there are genuine issues of material fact on this issue. 

Id. at 51-52.

Appellees respond that this claim is meritless. Appellees contend that 

the Agreement released and foreclosed any claims Appellant had against the 

decedent and ultimately the Estate. Appellees’ Brief at 28. Appellees argue 

that the Agreement expressly covers any and all claims concerning TSAG, 

including a purported ownership interest. Id. 

Following our review of the record, we discern no merit to Appellant’s 

claim. As stated previously, we agree with the orphans’ court that the parol 

evidence rule and Dead Man’s Act precluded Appellant from challenging the 

validity of the Agreement. Likewise, we agree with the orphans’ court that 

the Agreement unequivocally established that Appellant had no ownership in 

TSAG. See Orphans’ Ct. Mem. and Order, 11/9/21, at 4-7, 10-11.

Further, we note that in addition to the Agreement, the record also 

contains a letter from decedent to Appellant dated January 1, 2007, informing 

Appellant that he was in default under the promissory note and no longer an 

owner of TSAG. Appellees’ Mot. for Partial Sum. J., 8/2/21, at Ex. 22. 

____________________________________________

11 In his argument on this issue, Appellant does not mention any business 

entity other than TSAG. See Appellant’s Brief at 51-53.
J-A17027-22

- 19 -

Additionally, to the extent that Appellant continued to claim an ownership 

interest in TSAG after January 1, 2007, the record reflects that on January 1, 

2011, the decedent expressly cancelled Appellant’s TSAG shares due to 

Appellant’s default on the promissory note, and the record contains the 

cancelled promissory note and stock certificate reflecting that Appellant’s 

ownership interest in TSAG was terminated as of January 1, 2011. See id. at 

Ex. 23. Finally, the record contains a writing drafted on behalf of Appellant 

and Appellees as executors of the Estate that was created in an effort to obtain 

the TSAG corporate minute book, and this writing is dated June 13, 2012. 

See id. at Ex. 24. In the June 13, 2012 writing, Appellant concedes that the 

decedent was the sole owner of TSAG, and Appellant signed this document. 

See id. 

For these reasons, we agree with the orphans’ court that the record 

unequivocally established that Appellant had no ownership in TSAG. We 

discern no issue of material fact, and we conclude that Appellant is due no 

relief.

Reimbursement of AMA

In his fifth issue, Appellant identifies a claim that the orphans’ court

erred when it dismissed Appellant’s objections concerning the Estate’s 

reimbursement to AMA Contracting, Inc. See Appellant’s Brief at 6, 41. 

However, as we noted previously, Appellant failed to provide argument that 

corresponds directly with the issues he purports to raise on appeal. See id.

at 5-6; 33-54. Although Appellant mentions reimbursement as part of his 
J-A17027-22

- 20 -

broad argument related to the application of the Dead Man’s Act, it is difficult 

to determine where Appellant provides argument or support for this specific 

claim. See id. at 40-41. 

We have already concluded that the orphans’ court committed no error 

in its application of the Dead Man’s Act, and we conclude that Appellant is 

entitled to no relief in that respect. Additionally, because Appellant provides 

no further relevant argument on this specific claim, we conclude that the issue 

is waived. See Koller Concrete, Inc., 115 A.3d at 321 (noting that this 

Court will not address an issue “where no corresponding analysis is included 

in the [appellate] brief” (citation omitted)); see also George v. Ellis, 911 

A.2d 121, 131 (Pa. Super. 2006) (explaining that an issue is waived where 

the appellant fails to develop an argument and cite to any relevant authority 

in support of that claim). In any event, were we to reach this issue, we would 

conclude that Appellant is not entitled to relief, and we would affirm on the 

basis of the orphans’ court memorandum and order. See Orphans’ Ct. Mem. 

and Order, 11/9/21, at 9.

Limited Joinder

In his final issue on appeal, Appellant claims that the orphans’ court 

erred in dismissing his objections to the first and final accounting concerning

the Trust because Appellant joined that accounting as co-trustee. Appellant’s 

Brief at 53. Appellant asserts that joinder was limited, and it contained a 

reservation of rights regarding claims for reimbursement for insurance 

premium payments Appellant made with respect to the decedent’s life 
J-A17027-22

- 21 -

insurance policy which funded the Trust. Id. at 53-54. Appellant also asserts 

that he is entitled to reimbursement for his payment of the legal fees related 

to the administration of the Trust and litigation involving the Trust. See id.

In its February 15, 2022 Rule 1925(a) opinion, the orphans’ court 

agreed that Appellant’s joinder was limited, and that Appellant reserved his 

rights regarding his claim for reimbursement of decedent’s life insurance 

premiums and the legal fees related to the administration of the Trust and the 

instant litigation. See Orphans’ Ct. Op., 2/15/22, at 10-11. The orphans’

court concluded that it erred in finding that Appellant could not object to an 

accounting that he had joined because, although Appellant joined the 

accounting, he did so with a specific reservation of rights and limited his 

joinder. See id. Therefore, the orphans’ court agreed with Appellant that 

remand was necessary with respect to these specific claims for 

reimbursement. Id. at 11.

After review, we agree with the orphans’ court’s conclusion. Appellant’s 

joinder was limited and contained a reservation of rights. See Appellant’s 

Joinder of Accounting, 4/27/17. Additionally, although Appellant’s claims may 

be precluded by the Agreement as Appellees contend, we agree with the 

orphans’ court that it was error to grant summary judgment based solely on 

the joinder because Appellant’s joinder specifically contained a reservation of 

rights regarding Appellant’s claim for reimbursement for his payment

decedent’s life insurance premiums and the legal fees related to the 

administration of the Trust and litigation of this matter. In other words, the 
J-A17027-22

- 22 -

orphans’ court erred in concluding that the Appellant’s claim for 

reimbursement was barred based on joinder.

12

 

For the reasons, we affirm the November 9, 2021 order granting partial 

summary judgment in favor of Appellees except with respect to Appellant’s 

claims for reimbursement for his payment decedent’s life insurance premiums 

and legal fees as reserved in his limited joinder. See Appellant’s Joinder of 

Accounting, 4/27/17. On Appellant’s claim for reimbursement, we reverse

and remand to the orphans’ court for further proceedings consistent with this 

memorandum.

Order affirmed in part and reversed in part. Case remanded for further 

proceedings. Jurisdiction relinquished. 

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 10/24/2022

____________________________________________

12 Although not included in the argument section of Appellees’ brief, Appellees 

remark that even if Appellant’s joinder was limited, remand is unnecessary 

because Appellant’s claim is ultimately barred by the Agreement. See

Appellees’ Brief at 17 n.8. However, that conclusion was never made by the 

orphans’ court, and this Court will not make that determination in the first 

instance. Appellant’s claim for reimbursement in this regard is left to the 

orphans’ court on remand.