IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Chester County Outdoor, LLC :

:

v. :

: No. 1303 C.D. 2016

: Argued: February 7, 2017

Westtown Township and Therese L. :

Money :

:

Appeal of: Therese L. Money :

BEFORE: HONORABLE P. KEVIN BROBSON, Judge

HONORABLE PATRICIA A. McCULLOUGH, Judge

HONORABLE DAN PELLEGRINI, Senior Judge

OPINION NOT REPORTED

MEMORANDUM OPINION BY

SENIOR JUDGE PELLEGRINI FILED: March 20, 2017

Therese L. Money (Money) appeals the order of the Court of 

Common Pleas of Chester County (trial court) granting Westtown Township 

(Township) and Chester County Outdoor, LLC’s (Chester Outdoor) joint petition 

for approval of the first amendment to the parties’ settlement agreement and 

denying as moot Money’s petition for contempt and sanctions. For the following 

reasons, we affirm.

I.

Many of the facts in this case were set out in more detail in a previous

appeal filed by Money, which also pertained to the parties’ settlement agreement.
2

See Money v. Board of Supervisors of the Township of Westtown (Money I), 89 

A.3d 308 (Pa. Cmwlth. 2014). Pertinent to this case, in December 2010, Chester 

Outdoor challenged the validity of the Township’s Zoning Ordinance alleging a de 

jure exclusion of off-premises billboards and advertising signs in the Township. 

Following negotiations, Chester Outdoor and the Township drafted a proposed 

settlement agreement (Settlement Agreement) permitting Chester Outdoor to 

construct an off-premises digital outdoor sign (Billboard)1adjacent to Money’s 

property. Section 8.f of the Settlement Agreement states that “[t]he Proposed 

Monument Sign shall not . . . [s]pill any light or glare onto neighboring properties 

or the roadway. . . .” (Reproduced Record (R.R.) at 18a-19a.) (Emphasis added.)

Moreover, the Settlement Agreement specifies that Chester Outdoor is 

responsible for maintenance and repair of the Billboard as well as landscaping, and 

Section 7 states, in pertinent part, “[t]he maintenance responsibilities of Chester 

Outdoor shall be set forth in a separate Maintenance Agreement which shall be 

incorporated by reference into this [Settlement] Agreement and made part hereof.” 

(R.R. at 18a.) Section 12(c) also contains an integration clause, stating that the 

Settlement Agreement “shall constitute the entire agreement among the Parties and 

supersedes all prior negotiations, understandings and agreements of any nature 

whatsoever with respect to the subject matter hereof.” (R.R. at 20a.)

 

1

The parties and previous opinion of this Court also refer to the Billboard as the 

Monument Sign.
3

Because the site of the proposed Billboard was in close proximity to 

Money’s property, the Township provided her with notice of the Board of 

Supervisors’ (Board) scheduled consideration of the Settlement Agreement.

2

Relying upon information provided by the Township and its counsel, Money did 

not object, and both the Board and the trial court approved the Settlement 

Agreement. That settled and discontinued the proceedings except for purposes of 

enforcement.3

At a February 6, 2012 public meeting of the Board to consider the 

proposed Maintenance Agreement, Money’s counsel appeared and objected, 

arguing that the screening proposed by Chester Outdoor did not comply with the 

landscape plan or with Paragraph 8.f’s requirement that the sign should not “spill 

any light or glare onto neighboring properties or the roadway.” (R.R. at 19a.) The 

 

2

In zoning and land use matters, zoning disputes can be settled over the objection of 

potential aggrieved parties provided the agreement is reasonable and not adverse to the public 

health, safety, morals and general welfare. See Rees v. Board of Supervisors of Indiana 

Township, 513 A.2d 584 (Pa. Cmwlth. 1986); Summit Township Taxpayers Association v. 

Summit Township Board of Supervisors, 411 A.2d 1263 (Pa. Cmwlth. 1980). Agreements that 

settle a zoning challenge can be entered into as long as there is public notice of such a settlement 

and the public is provided with an opportunity to participate and be heard. If there is outstanding 

litigation, an aggrieved party can intervene as of right in the proceeding. If there is no litigation, 

then an aggrieved party can appeal the governing body’s administrative action in approving the 

maintenance agreement. See Money I; Yaracs v. Summit Academy, 845 A.2d 203 (Pa. Cmwlth. 

2004); Summit Township.

3

The trial court’s September 1, 2011 order approving the Settlement Agreement states 

“[t]his Court shall retain jurisdiction over this matter for purposes of enforcing the terms of the 

Settlement Agreement.” (R.R. at 26a.)
4

Board approved the Maintenance Agreement and accompanying landscape plan, 

despite Money’s objection.4

Money appealed5the Board’s approval of the Maintenance Agreement 

to the trial court, and Chester Outdoor filed a petition to strike arguing Money was 

not a party to the Settlement Agreement. The trial court granted the petition and 

dismissed Money’s appeal, holding that the Board’s approval of the Maintenance 

Agreement was not an appealable adjudication under the Local Agency Law 

(Law).6 Money then appealed to this Court.

In Money I, we noted that settlement agreements affecting personal or 

property rights are appealable adjudications under Section 101 of the 

Administrative Agency Law, 2 Pa. C.S. § 101. 89 A.3d at 312 (citations omitted). 

Moreover, “[a]ny person aggrieved by an adjudication of a local 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. . . .” 2 Pa. C.S. § 752.

 

4 Chester Outdoor subsequently submitted a revised landscape plan. The Township 

solicitor’s landscape consultant identified several deficiencies in the plan and Money also lodged 

objections at the Board’s February 21, 2012 meeting. Nonetheless, the Board approved the 

revised landscape plan.

5 Money filed a petition to intervene in the trial court action on February 6, 2013. The 

trial court granted her unopposed motion on April 3, 2013, and she was granted party status to 

enforce the Settlement Agreement.

6

2 Pa. C.S. §§ 551-555, 751-754.
5

Given the above, we reversed the trial court holding that the 

Maintenance Agreement made changes to the substantive provisions of the 

Settlement Agreement that could not be integrated by mere incorporation under 

Paragraph 7’s integration clause. We held that “[t]he Maintenance Agreement 

changed the express and substantive terms of the Settlement Agreement by 

removing Paragraph 8.f’s prohibition [against spilling any light or glare onto 

neighboring properties]. As a result, the Maintenance Agreement constitutes a new 

‘adjudication’ modifying the Settlement Agreement which Money could properly 

appeal to the trial court.” Money I, 89 A.3d at 313 (citing Melat v. Melat, 602 A.2d 

380, 385 (Pa. Super. 1992)). We remanded the case for the trial court to consider 

the merits of Money’s appeal. On remand, the trial court issued an order dated 

September 4, 2015, invalidating the Board’s approval of the Maintenance 

Agreement. That ended that proceeding.

II.

On July 29, 2013, Money filed a contempt petition in the trial court 

alleging Chester Outdoor and the Township were in violation of Section 8.f of the 

Settlement Agreement because light and/or glare was spilling onto Money’s 

property from the Billboard. Money was permitted to withdraw the contempt 

petition without prejudice on November 13, 2013. She then filed a similar 

contempt petition on November 19, 2013, which was withdrawn on March 10, 

2014.

On February 10, 2014, Chester Outdoor and the Township proposed a 

First Amendment to the Settlement Agreement (First Amendment) amending 
6

Section 8.f of the Settlement Agreement “to ‘clarify’ the mutual understanding and 

original intent of Chester Outdoor and the Township.”7 (Trial Court’s August 25, 

2016 Opinion at 3.) Section 8.f of the First Amendment states “[t]he Proposed 

Monument Sign shall not . . . [s]pill any light or glare onto neighboring properties 

or the roadway in excess of 0.1 footcandles. . . .” (Id.) (Emphasis added.) The 

Board approved the First Amendment during a February 10, 2014 public meeting, 

at which Money’s counsel appeared and objected.

Money did not file an appeal from the Board’s decision to approve the 

First Amendment. Instead, on November 2, 2015, Money filed another contempt 

petition in the trial court alleging Chester Outdoor and the Township are in 

contempt of the trial court’s September 1, 2011 order approving the Settlement 

Agreement because light and/or glare are spilling from the Billboard onto her 

property in violation of the terms of that agreement.

On November 19, 2015, Chester Outdoor and the Township filed a 

joint petition to have the trial court approve the First Amendment, which Money 

opposed. Chester Outdoor and the Township claimed that they always intended 

Section 8.f of the Settlement Agreement to comply with the “dark skies” and offpremises advertising sign provisions of the Township’s Zoning Ordinance which 

permit a maximum luminance of 0.1 footcandles.

 

7

Section 12(d) of the Settlement Agreement provides, in pertinent part, that the 

“[Settlement] Agreement may be amended upon the written consent of the Parties to this

Agreement. . . .” (R.R. at 20a.)
7

Following oral argument, the trial court issued an order granting the 

joint petition to approve the First Amendment and denying Money’s petition for 

contempt. Citing our decision in Money I, the trial court determined that because 

the First Amendment affects Chester Outdoor’s property rights and potentially 

other aggrieved parties’ property rights, the Board’s approval of the First 

Amendment was an adjudication under the Law. Because Money did not appeal 

the Board’s approval of the First Amendment, her appeal is barred and she cannot 

now collaterally attack or contest the validity of the First Amendment. The trial 

court approved the First Amendment, finding that allowing up to 0.1 footcandles of 

illumination at the property line is reasonable and consistent with the public health, 

safety, morals and general welfare.

As for the contempt petition, the trial court determined that “Money 

has failed to demonstrate facts sufficient to establish a finding of civil contempt 

against the Township and Chester Outdoor.” (Trial Court’s July 14, 2016 Order at 

2.) The trial court also held that its order approving the First Amendment applies 

retroactively to February 10, 2014, when the Board approved the First Amendment 

at its public meeting; therefore, Money’s November 2, 2015 petition for contempt 

is moot. This appeal followed.8

 

8 We review a trial court’s acceptance or rejection of a settlement proposal for abuse of 

discretion. BPG Real Estate Investors-Straw Party II, L.P. v. Board of Supervisors of Newtown 

Township, 990 A.2d 140, 145 (Pa. Cmwlth. 2010). Our review of a trial court’s contempt order 

is limited to determining whether the trial court committed an error of law or abused its 

discretion. Office of Attorney General v. Lubisky, 88 A.3d 328, 332 n.5 (Pa. Cmwlth. 2014) 

(citing Township of Lycoming v. Shannon, 780 A.2d 835, 838 n.1 (Pa. Cmwlth. 2001)).
8

III.

A.

Money first argues that the trial court abused its discretion in holding 

that the Board’s February 10, 2014 approval of the First Amendment was an 

adjudication from which she was required to take an appeal. She argues that her 

current situation is different from that of Money I because, there, Chester Outdoor

and the Township attempted to incorporate into the Settlement Agreement by 

reference a separate Maintenance Agreement which adversely affected her rights 

and substantially changed the terms of the Settlement Agreement. She also 

attempts to differentiate the situations by claiming Chester Outdoor and the 

Township never petitioned the trial court for approval of the Maintenance 

Agreement in Money I.

Just like the Maintenance Agreement in Money I, the First 

Amendment changes “the express and substantive terms of the Settlement 

Agreement by removing Paragraph 8.f’s prohibition.” Money I, 89 A.3d at 313. 

Specifically, the First Amendment removes the total ban on light or glare from the 

Billboard and now allows the Billboard to spill light or glare onto Money’s 

property up to 0.1 footcandles in luminance. It also modifies the terms of the 

Settlement Agreement, again affecting the personal or property rights of those 

involved. Money appeared, via counsel, at the Board’s February 10, 2014 meeting 

and objected to the First Amendment, but failed to file an appeal of the Board’s

approval to the trial court. Just as in Money I, to challenge the propriety of the 

First Amendment, Money was required to take steps to challenge that action. 
9

Because she did not do so, Money cannot now contest the propriety of the terms 

contained in the First Amendment.

B.

Money also argues that she is not barred from challenging the validity 

of the First Amendment because she is a party as the trial court granted her petition 

to intervene in Money I. While the trial court did grant Money’s petition to 

intervene, the only matter in which the trial court could allow intervention was 

whether Chester Outdoor and the Township had complied with the Settlement 

Agreement. That intervention did not make Money a party to the underlying 

Settlement Agreement. What gave her the ability to challenge the Maintenance

Agreement was Money appealing that action by the Board, which ended when the 

trial court invalidated the Maintenance Agreement. The First Amendment is a 

separate agreement, and while Money may have had the ability to participate 

through an appeal or other proceeding,9she failed to do so.

 

9 Money also argues that the Board’s approval of the Settlement Agreement is not an 

adjudication because she had another existing forum in which to assert her rights, e.g., she could 

file an action in the trial court to enforce the Settlement Agreement pursuant to the September 1, 

2011 order. See Middle Creek Bible Conference Inc. v. Department of Environmental 

Resources, 645 A.2d 295, 300 (Pa. Cmwlth. 1994) (“[w]hen an agency’s decision or refusal to 

act leaves a complainant with no other forum in which to assert his or her rights, privileges or 

immunities, the agency’s act is an adjudication.”) (quoting Wortman v. Philadelphia Commission 

of Human Relations, 591 A.2d 331 (Pa. Cmwlth. 1991)). Because this issue was not raised in 

Money’s statement of errors complained of on appeal, it has been waived. See Pa. R.A.P.

1925(b)(3)(vii); Muldrow v. Southeastern Pennsylvania Transportation Authority, 88 A.3d 269 

(Pa. Cmwlth. 2014). Moreover, this same remedy was available to Money at the time she filed 

her appeal in Money I.
10

C.

In addition, Money argues that the trial court erred or abused its 

discretion in applying the First Amendment retroactively to February 10, 2014, the 

date of the Board’s approval, and not all the way back to 2011 when the Settlement 

Agreement was first drafted, making her contempt petition moot.10 Money 

willingly withdrew her previous contempt petitions and the current petition was not 

filed until November 2, 2015, some 21 months after the Board’s approval of the 

First Amendment. Because the trial court’s order makes the First Amendment 

retroactive to February 10, 2014, the date of the Board’s approval, Money’s 

petition is moot.11 In any event, no matter which date the trial court made the First 

Amendment effective, once approved, it made Money’s petition moot because 

Chester Outdoor and the Township were in compliance with the Settlement 

Agreement.

Accordingly, the order of the trial court is affirmed.

______________________________

DAN PELLEGRINI, Senior Judge

 

10 Given our decision on this issue, we do not reach Money’s substantive arguments 

regarding the First Amendment’s approval including the mutual understanding and intent of 

Chester Outdoor and the Township. Notably, Money does not develop an argument nor did she 

present any evidence before the trial court that approval of the First Amendment is unreasonable 

or inconsistent with the public health, safety, morals and general welfare.

11 Because the remainder of Money’s arguments either were not raised before the trial 

court or were not included in Money’s statement of errors complained of on appeal, they have 

been waived. See Pa. R.A.P. 302(a) and 1925(b)(3)(vii); Muldrow v. Southeastern Pennsylvania 

Transportation Authority, 88 A.3d 269 (Pa. Cmwlth. 2014); Campbell v. Department of 

Transportation, Bureau of Driver Licensing, 86 A.3d 344, 349 (Pa. Cmwlth. 2014).
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Chester County Outdoor, LLC :

:

v. :

: No. 1303 C.D. 2016

Westtown Township and Therese L. :

Money :

:

Appeal of: Therese L. Money :

O R D E R

AND NOW, this 20th day of March, 2017, the order of the Court of 

Common Pleas of Chester County in the above-captioned matter is affirmed.

______________________________

DAN PELLEGRINI, Senior Judge
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Chester County Outdoor, LLC :

:

v. : No. 1303 C.D. 2016

: Argued: February 7, 2017

Westtown Township and :

Therese L. Money :

:

Appeal of: Therese L. Money :

BEFORE: HONORABLE P. KEVIN BROBSON, Judge

HONORABLE PATRICIA A. McCULLOUGH, Judge

HONORABLE DAN PELLEGRINI, Senior Judge

OPINION NOT REPORTED

CONCURRING OPINION

BY JUDGE BROBSON FILED: March 20, 2017 

Respectfully, I believe the Court erred in Money v. Board of 

Supervisors of the Township of Westtown, 89 A.3d 308 (Pa. Cmwlth. 2014) 

(Money I), when it ruled that a local governing board’s vote to authorize its legal 

counsel to settle litigation is an adjudication that is appealable under the Local 

Agency Law (LAL).1 The decision in Money I is on such weak footing that, 

 

1

2 Pa. C.S. §§ 551-555, 751-754. “Adjudication” is defined as follows:

Any 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. The term does not include any order based upon a proceeding before a 

court or which involves the seizure or forfeiture of property, paroles, pardons or 

releases from mental institutions.

2 Pa. C.S. § 101.
PKB-2

notwithstanding stare decisis and the law of the case doctrine,2it deserves 

reconsideration by the Court.

Not every action of a local agency governing body is an adjudication. 

For the reasons set forth in Judge Covey’s dissent in Money I, a vote of a board of 

supervisors approving a settlement of litigation does not constitute an adjudication 

under the LAL that may be appealed to the court of common pleas. It is an 

“executive,” not quasi-judicial, function by a local governing body to authorize its 

attorney to terminate pending litigation on agreed-to terms. See 65 Pa. C.S. 

§ 708(a) (authorizing “executive” sessions to discuss matters inherently managerial 

in nature, including to discuss litigation strategy). To the extent a party adversely 

affected by the settlement of the litigation wishes to challenge the settlement itself 

(rather than the governing board’s executive decision to enter into the settlement), 

then the remedy is to seek intervention in the disputed litigation and object to the 

settlement, not to appeal a public vote authorizing counsel to enter into the 

settlement on the municipality’s behalf. Summit Twp. Taxpayers Assoc. v. Summit 

Twp. Bd. of Supervisors, 411 A.2d 1263 (Pa. Cmwlth. 1980) (holding that to 

challenge settlement of validity challenge to zoning ordinance, party must 

intervene in litigation that is the subject of settlement, not appeal governing body’s 

vote to authorize settlement).

 

2

Flagiello v. Pa. Hosp., 208 A.2d 193, 205 (Pa. 1965) (“The principle of stare decisis

does not demand that we follow precedents which shipwreck justice.”); Commonwealth v. Starr, 

664 A.2d 1326, 1332 (Pa. 1995) (holding that departure from law of the case doctrine 

appropriate in only exceptional circumstances, such as where “the prior holding was clearly 

erroneous and would create a manifest injustice if followed”).
PKB-3

In this case, on November 19, 2015, Chester County Outdoor, LLC 

(Chester Outdoor) and Westtown Township (Township) filed a joint petition with 

the Court of Common Pleas of Chester County (trial court), seeking court approval 

of an amendment to their settlement agreement (First Amendment). At that time, 

Therese L. Money (Money) was a party intervenor, having secured that status over 

two years earlier. Nonetheless, the majority relies on Money I to hold that Money, 

although a party to the litigation, could not object to the joint petition because she 

did not appeal the Township Board of Supervisor’s vote authorizing the filing of 

the joint petition. Such a ruling may be consistent with Money I, but it is not 

consistent with any other precedent, particularly Summit Township. Here, Money 

did exactly what this Court in Summit Township said she had to do to protect her 

interest—i.e., she intervened in the court proceeding that was the subject of the 

settlement and lodged her objection.

Notwithstanding my disagreement with Money I, like the majority, I 

would affirm the trial court’s decision approving the First Amendment, but on 

different grounds. The trial court held that the Township and Chester Outdoor 

could lawfully amend their original settlement agreement and that the First 

Amendment was reasonable and consistent with the public health, safety, morals, 

and general welfare. Nothing in Money’s brief on appeal convinces me that the 

trial court erred in its determinations. Accordingly, for these reasons, I would 

affirm. 

 

 P. KEVIN BROBSON, Judge