IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Seguro Medico, LLC and Arthur :

Wayne Walsh, :

Petitioners :

 :

v. : No. 805 C.D. 2023

 : Submitted: May 7, 2024

Pennsylvania Insurance Department, :

Respondent :

BEFORE: HONORABLE RENÉE COHN JUBELIRER, President Judge

HONORABLE CHRISTINE FIZZANO CANNON, Judge

HONORABLE BONNIE BRIGANCE LEADBETTER, Senior Judge

OPINION BY

PRESIDENT JUDGE COHN JUBELIRER FILED: June 7, 2024

The Pennsylvania Insurance Department (Respondent) issued a letter on June 

26, 2023 (Letter), indicating it would not vacate consent orders entered into by 

Seguro Medico, LLC (Seguro) and Arthur Wayne Walsh (Walsh) (collectively, 

Petitioners). Petitioners filed a petition for review seeking reversal of the Letter.

(Petition for Review (Appellate PFR) ¶ 1, Wherefore Clause.) Because the Letter is 

not an appealable adjudication, we must quash the appellate petition for review.

I. BACKGROUND

Petitioners filed a petition for review in this Court’s original jurisdiction 

(Original Jurisdiction PFR) seeking mandamus and declaratory relief on June 26, 

2023. Seguro Medico v. Pa. Dep’t of Ins., 313 A.3d 298 (Pa. Cmwlth. 2023) (Seguro 

I), appeal filed (Pa., No. 7 MAP 2024). In Seguro I, we sustained Respondent’s 

demurrersto the Original Jurisdiction PFR, which sought mandamus and declaratory 
2

relief with respect to the consent orders, and dismissed the Original Jurisdiction 

PFR.

1

 

On July 25, 2023, Petitioners filed the instant Appellate PFR addressed to our 

appellate jurisdiction. Petitioners describe the Appellate PFR as “an alternative to” 

and “related to” the relief sought in the Original Jurisdiction PFR. (Appellate PFR 

¶¶ 2, 3.) We now address the Appellate PFR. 

The certified record in this matter includes two consent orders, one between 

Respondent and Walsh (Walsh Order), and the other between Respondent and 

Seguro (Seguro Order). We summarized the consent orders as follows in Seguro I:

The Seguro Order begins with an acknowledgment of its rights under 

the Administrative Agency Law4and its waiver of the right to a hearing.

[(In re Seguro Medico, LLC, CO-22-03-024, Certified Record at Tab 

A.2)] The Order contains a Findings of Fact Section, in which 

[Respondent] found, inter alia, that Seguro provided its employees with 

sales scripts containing false information. (Id. ¶ 3(d)-(i).) [Respondent]

found that Seguro had used those scripts to sell to customers and that 

Seguro employees identified themselves as an entity other than Seguro 

when answering calls. (Id. ¶ 3(j)-(k).) Moreover, it found that Seguro 

had allowed more than 5,000 applications for insurance to be submitted 

under Walsh’s name when he was not licensed by [Respondent], along 

with several other misrepresentations regarding the identity of the 

employee submitting other applications. (Id. ¶ 3(l)-(o).) Finally, it 

found that the Nevada Department of Insurance had investigated 

Seguro, and in the course of that investigation, Seguro provided a false 

statement and forged a signature. (Id. ¶ 3(p).) Based on those facts, 

[Respondent] concluded that Seguro had violated several provisions of 

The Insurance Department Act of 19215related to licensing6and 

provisions of the Unfair Insurance Practices Act7 prohibiting unfair and 

deceptive acts.8 The Order contained language that it was to be “the 

entire agreement of the parties” and that it could not be “amended or 

modified except by an amended order signed by all the parties [ ].” (Id.

1 Petitioners appealed from this Court’s Order sustaining Respondent’s preliminary 

objections and dismissing the Original Jurisdiction PFR. (Pa., No. 7 MAP 2024). The Supreme 

Court noted probable jurisdiction on March 1, 2024.

2 The Seguro Order can also be found at page 42a of the Reproduced Record.
3

¶ 10.)[] The Order required Seguro, inter alia, to surrender its licenses 

to do business in the Commonwealth. (Id. ¶ 5(b).) The Walsh Order, 

which was almost identical to the Seguro [O]rder, except not finding 

Walsh in violation of Section 611-A(17) of [T]he Insurance 

Department Act of 1921, 40 P.S. § 310.11(17), indicated that “[a]ll 

licenses . . . to do the business of insurance are hereby surrendered.” 

([In re Walsh, CO-22-03-025, Certified Record at Tab B3] ¶ 5(b).)

FN4. 2 Pa.C.S. §§ 501-508, 701-704.

FN5. Act of May 17, 1921, P.L. 789, as amended, 40 P.S. 

§§ 22-326.7.

FN6. Specifically, the Order found Seguro in violation of 

Section 611-A(2), (6), (7), (11), (17), and (20) of [T]he 

Insurance Department Act of 1921, 40 P.S. § 310.11(2), 

(6), (7), (11), (17), (20). Section 611-A was added by 

Section 2 of the Act of December 6, 2002, P.L. 1183.

FN7. Act of July 22, 1974, P.L. 589, as amended, 40 P.S. 

§§ 1171.1-1171.15.

FN8. Both Orders found violations of Sections 4 and 5 of 

the Unfair Insurance Practices Act, 40 P.S. §§ 1171.4-

1171.5.

Seguro I, 313 A.3d at 303-04.

In addition, the certified record contains the Letter,4signed by Deputy 

Insurance Commissioner David J. Buono, Jr. (Letter, Supplemental Certified 

Record.) The Letter states, in relevant part:

3 The Walsh Order can also be found at page 83a of the Reproduced Record.

4

In its brief, Respondent argues that this Court could not consider the Letter because the 

certified record did not contain it. In their reply brief, Petitioners point to the language of 

Pennsylvania Rule of Appellate Procedure (Rule) 1951(b), Pa.R.A.P. 1951(b), asserting that this 

Court can remedy the omission. Rule 1951(b) provides:

If anything material to any party is omitted from the record or is misstated therein, 

the parties may at any time supply the omission or correct the misstatement by 

stipulation, or the court may at any time direct that the omission or 

(Footnote continued on next page...)
4

This letter confirms receipt of your communication, dated June 16, 

2023, concerning consent orders related to: Seguro []; [] Walsh; and 

Jesus Barrera.[] As you note, the consent orders for Seguro [] and []

Walsh were negotiated between [Respondent] and legal counsel for 

each party. If Seguro [] or [] Walsh had objections or concerns with the 

consent orders, those concerns should have been raised prior to signing 

the documents.

Regardless of license status, the [c]onsent [o]rders stipulated to 

[Respondent’s] jurisdiction over each party and the relevant conduct 

occurred while Seguro [] and [] Walsh were actively licensed in

Pennsylvania. Furthermore, each consent order expressly states “[t]his 

Order constitutes the entire agreement of the parties with respect to the 

matters referred to herein, and it may not be amended or modified 

except by an amended order signed by all the parties hereto.” 

Additionally, neither agreement contains contingencies or references to 

any other matter. As such, [Respondent] will not rescind or vacate the 

consent orders.

. . . .

(Id.) 

II. DISCUSSION

Before we address Petitioners’ arguments as to why the Letter should be 

reversed, we must address Respondent’s argument that this Court lacks jurisdiction 

because the Letter is not an appealable adjudication. Respondent arguesthat because 

this Court’s appellate jurisdiction extends only to final orders, no appeal may lie here 

misstatement be corrected and, if necessary, that a supplemental record be 

prepared and filed. Failure of the agency to transmit part of the record of agency 

proceedings to the appellate court shall not be the basis for a finding of waiver.

Pa.R.A.P. 1951(b) (emphasis added). Further, the certified record “shall consist of . . . [t]he order 

or other determination of the government unit sought to be reviewed.” Pa.R.A.P. 1951(a)(1) 

(emphasis added). Because the Rule specifically empowers this Court to order supplementation 

of the record where a material item is omitted, here, the purported determination of Respondent, 

this Court ordered Respondent to transmit a supplemental certified record containing the Letter. 

(Order 4/16/24.) Respondent complied with the Order and transmitted the supplemental certified 

record on April 24, 2024. The Letter can also be found at page 12a of the Reproduced Record.
5

because the Letter to Petitioners was not a final order. It argues that although some 

letters might constitute adjudications sufficient to count as final orders to invoke our 

appellate jurisdiction, the Letter here does not because it does not finally affect 

Petitioners’ property rights. That is because it was the consent orders themselves 

that adjudicated Petitioners’ rights, not Respondent’s responsive Letter. 

Respondents set forth an alternative basis for our lack of jurisdiction, namely, the 

timeliness of the appeal given that the orders they are really appealing from are the 

consent orders, which were entered into 266 days prior to the instant Appellate PFR.

Petitioners counter that the Letter does amount to an adjudication under the 

definition set forth in Section 101 of the Administrative Agency Law, 2 Pa.C.S. 

§ 101. They argue that because Respondent has statutory authority with respect to 

licenses, and Petitioners are licensees of Respondent, the Letter does constitute an 

adjudication. Their position is that because the licenses issued by Respondent are 

property rights, and because the Letter refused to reverse consent orders that 

modified those property rights, the Letter affected their property rights. Petitioners 

urge this Court to “reject the Department’s jurisdiction argument” because, if 

adopted, “there would be no appellate judicial review of this matter and 

[Respondent’s] refusal to vacate plainly unconstitutional orders would go 

unchecked.” (Petitioners’ Reply Brief at 4.) 

We agree with Respondent that this Court lacks subject matter jurisdiction 

because the Letter is not a valid adjudication capable of invoking our appellate 

jurisdiction. We have explained that

[w]hether a court has subject matter jurisdiction “inquires into the 

competency of the court to determine controversies of the general class 

to which the case presented for consideration belongs.” Domus, Inc. v. 

Signature Bldg. Sys. of Pa., LLC, 252 A.3d 628, 636 (Pa. 2021) 

(quoting Assouline v. Reynolds, 219 A.3d 1131, 1137 (Pa. 2019)). The 
6

class of cases a given tribunal may hear—in other words, its legal 

authority to adjudicate a given controversy—derives from 

“constitutional provisions or from statutory provisions . . . to establish 

courts and provide for their jurisdiction.” Restatement (Second) of 

Judgments § 1 cmt. a (Am. Law. Inst. 1982). Indeed, our Supreme 

Court has made clear that our subject matter jurisdiction “is conferred 

by the Commonwealth’s Constitution and laws.” Heath v. Workers’ 

Comp. Appeal Bd. (Pa. Bd. of Prob. & Parole), 860 A.2d 25, 29 (Pa. 

2004). In determining whether we have subject matter jurisdiction, we 

ask “whether [we could] enter upon the inquiry, not whether [we] might 

ultimately decide that [we were] unable to grant the relief sought in the 

particular case.” Id. Because subject matter jurisdiction goes to the 

very essence of a court’s authority to adjudicate a case, the issue of 

subject matter jurisdiction bears two exceptional features: no party may 

waive it, and the court may raise it sua sponte. Domus, 252 A.3d at 

636. Given the gravity of the consequences flowing from a 

determination a court lacks subject matter jurisdiction, courts must 

address the issue with special care.

Empire Roofing & More, LLC v. Dep’t of Lab. & Indus., State Workers’ Ins. Fund,

312 A.3d 400, 405 (Pa. Cmwlth. 2024).

Based on the foregoing, we begin with the Pennsylvania Constitution, which 

provides that “[t]he Commonwealth Court shall . . . have such jurisdiction as shall 

be provided by law.” PA. CONST. art. V, § 4. “Consistent with that constitutional 

mandate, the General Assembly enacted Sections 761 through 763 of the Judicial 

Code[, 42 Pa.C.S. §§ 761-763,] to provide for this Court’s original and appellate 

jurisdiction.” Empire Roofing & More, LLC, 312 A.3d at 405. At issue here is our 

appellate jurisdiction, and specifically Section 763 of the Judicial Code, which

defines our subject matter jurisdiction with respect to appeals from government 

agencies. It provides that this Court has “jurisdiction of appeals from final orders of 

government agencies[,]” which specifically includes “[a]ll appeals from 

Commonwealth agencies under” Sections 701 through 704 of the Administrative 

Agency Law, 2 Pa.C.S. §§ 701-704. 42 Pa.C.S. § 763(a)(1). Accordingly, to 
7

determine whether we have jurisdiction over a given petition for review of 

government action, we must necessarily turn to the cross-referenced sections of the 

Administrative Agency Law. Section 702 of the Administrative Agency Law, 

provides that

[a]ny person aggrieved by an adjudication of a Commonwealth agency 

who has a direct interest in such adjudication shall have the right to 

appeal therefrom to the court vested with jurisdiction of such appeals 

by or pursuant to Title 42 (relating to judiciary and judicial procedure).

2 Pa.C.S. § 702 (emphasis added). Section 101 of the Administrative Agency Law, 

2 Pa.C.S. § 101, the applicable definitional section for the Administrative Agency 

Law, defines adjudication, in relevant part, as

[a]ny final order, decree, decision, determination or ruling by an agency 

affecting personal or property rights, privileges, immunities, duties, 

liabilities or obligations of any or all of the parties to the proceeding in 

which the adjudication is made.

Put simply, Section 763 incorporates the Administrative Agency Law’s requirement 

of, and definition of, and an adjudication. Thus, we only have jurisdiction if an 

adjudication as defined by Section 101 of the Administrative Agency Law exists.

In Breyan v. Department of Conservation and Natural Resources, 202 A.3d 

168, 171 (Pa. Cmwlth. 2019), we explained that

for the action of an agency to be deemed an “adjudication,” a two-prong 

test must be met. First, the agency must have issued a “final order, 

decree, decision, determination or ruling” and, second, that “final order, 

decree, decision, determination or ruling” must affect the “personal or 

property rights” of a party.

We reasoned that because the petitioner in Breyan was not among the class of 

individuals eligible to receive the benefits he sought, an agency’s purported denial 
8

of those benefits did not affect his personal or property rights. Accordingly, we 

concluded that the letter in that case did not satisfy the second prong, and therefore, 

no adjudication existed, such that “there [was] no basis upon which an appeal may 

lie.” Breyan, 202 A.3d at 173. 

Like the letter in Breyan, the Letter here also fails the second prong of that 

test. The Letter simply reiterates the position Respondent took in the consent orders

and declines to reconsider that position. The Letter specifically states “objections or 

concerns with the consent orders . . . should have been raised prior to signing the 

documents,” points to specific language in the consent orders that they represent the 

“entire agreement of the parties . . . and . . . may not be amended or modified[,]” and 

expressly declines to “rescind or vacate the consent orders.” (Letter.) In other 

words, it confirmed the status quo at that time. Certainly, it is true that “professional 

licenses are property interests.” Seguro I, 313 A.3d at 308. However, it was the 

consent orders, not the Letter, that finally “affect[ed] the . . . property rights of” 

Petitioners. Breyan, 202 A.3d at 171. (citation and quotation marks omitted). And 

Petitioners purport to seek review of the Letter, not the consent orders.5

Goldstein v. Department of Insurance, 745 A.2d 1271 (Pa. Cmwlth. 2000), 

relied on by Petitioners, does not require a different result. There, an insured 

petitioned for review of a “determination letter” issued by Respondent that his 

5 Even if the Letter could be considered a denial of reconsideration on the part of 

Respondent, our review of the order denying reconsideration would not extend to the merits of 

the consent orders, but only to whether the agency abused its discretion in denying 

reconsideration. Steller v. Pa. Secs. Comm’n, 877 A.2d 518, 522 (Pa. Cmwlth. 2005) (refusing 

to address the merits of underlying final order where petitioner had only appealed the order 

denying reconsideration). Of course, a petitioner must seek reconsideration of an agency’s order 

within 15 days of entry of the final order, 31 Pa. Code § 56.1; 1 Pa. Code § 35.241, and here, 

Petitioners sought review several months after entry of the consent orders. Thus, to the extent we 

could view the Letter as denying reconsideration, we would conclude Respondent had not abused 

its discretion in denying it where the request was untimely.
9

insurer “made a reasonable decision to no longer accept installment payments from 

[the insured] and that it had no authority to regulate the insurer’s payment policy 

decision[.]” Id. at 1272. Relevant here, this Court reasoned that the letter amounted 

to an adjudication for two reasons. First, because the letter dealt with the substance 

of a complaint filed by the insured, it was a “determination of the merits of the 

complaint . . . .” Id. at 1273. Alternatively, the Court reasoned it could amount to a

“dismissal on jurisdictional grounds.” Id.

The Goldstein Court did not explain in detail its analysis as to why the 

determination letter was an adjudication. Further, Goldstein is distinguishable 

because it involved a “determination of the merits” of the insured’s complaint in the 

first instance. 745 A.2d at 1273. Here, as explained above, the determination on 

the merits occurred upon entry of the consent orders; Respondent merely reiterated 

its position in the Letter. Thus, the Letter fails the second prong of the test because 

it did not affect Petitioners’ property rights—the consent orders did.

III. CONCLUSION

In sum, Petitioners purport to petition for review, in our appellate jurisdiction, 

of a letter that does not amount to an adjudication under the Administrative Agency 

Law. Because Section 763 incorporates the Administrative Agency Law’s 

requirement of an appealable adjudication for our appellate jurisdiction to be 

invoked, we must quash the instant Appellate PFR. 

__________________________________________

RENÉE COHN JUBELIRER, President Judge
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Seguro Medico, LLC and Arthur :

Wayne Walsh, :

Petitioners :

 :

v. : No. 805 C.D. 2023

 : 

Pennsylvania Insurance Department, :

Respondent :

O R D E R

NOW, June 7, 2024, the petition for review in the above-captioned matter is 

QUASHED.

__________________________________________

RENÉE COHN JUBELIRER, President Judge