J

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NON

- PRECEDENTIAL DECIS ION

- SEE SUPERIOR COURT I.O.P. 65.37

DR. AHLAM KHALIL , Appellant

v.

TRAVELERS INDEMNITY COMPANY OF AMERICA, WENTWORTH PROPERTY MANAGEMENT CORP, ITS EMPLOYEES, AGENTS, GLENN M. CAMPBELL, ESQUIRE, WILLIAM J. FERREN & ASSOCIATES, FIRSTSERVICE RESIDENTIAL, ITS AGENTS, EMPLOYEES, REPRESENTATIVES, PIER 3 CONDOMINIUM ASSOCIATION, ITS BOARD, AGENTS, EMPLOYEES, WENTWORTH PROPERTY MANAGEMENT CORPORATION, ITS AGENTS, EMPLO YEES, TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA, TRAVELERS INDEMNITY COMPANY (IND), TRAVELERS INDEMNITY COMPANY OF CONNECTICUT (TCT), TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA (ACJ) , STANDARD FIRE OF INSURANCE COMPANY, MONICA E. O’NEILL, ESQUIRE , THOMAS THOMAS & HAFER,

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: IN THE SUPERIOR COURT OF

PENNSYLVANIA

No. 1290 EDA 2017

Appeal from the Order Entered March 22 , 2017 , in the Court of Common Pleas of Philadelphia County, Civil Division at No(s): April Term, 2014 No. 01925

BEFORE: LAZARUS , PLATT , * and STRASSBURGER , * JJ.

MEMORANDUM BY STRASSBURGER, J.: FILED JANUARY 31, 2018

* Retired Senior Judge assigned to the Superior Court.J

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Dr. Ahlam Khalil appeals from the order entered on March 22, 2017,

which granted the motion to enforce settlement filed by Travelers Property

Casualty Insurance Company of America (Travelers). Upon review, w e

reverse

. We provide a brief summary of the complicated factual and procedural

histor y of this matter . On May 25, 2007, Khalil’s condominium sustained

water damage from a leak in an adjacent condominium owned by Jason and

Anne Marie Diegidio (the Diegidios)

. On July 16, 2008, Khalil filed a complaint

against the Diegidios and two insuran ce companies , Travelers and State Farm

( Khalil I ).

While that litigation was pending, in 2009, Pier 3 Condominium

Association (Pier 3) filed a complaint against Khalil for outstanding fees she

purportedly owed to Pier 3 while she was unable to inhabit her condominium

after the flood ( Khalil II ). Khalil filed a counterclaim against Pier 3 , as well

as a joinder complaint against the Diegidios and Wentworth Property

Management (Wentworth) , the property management company responsible

for maintenance

.

Sub sequently, on May 12, 2011, Khalil signed a release with Travelers

in Khalil I . During trial, on May 20, 2011, Khalil settled her claims against

the Diegidios and State Farm in that matter. However, Khalil refused to acceptJ

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any payments pursuant to the s ettlement agreements, and on October 11,

2011, the trial court issued an order finding the settlements to be valid. 1

Based on these settlement agreements, Pier 3 and Wentworth moved

to dismiss Khalil’s counterclaims in Khalil II . On July 12, 2012, the trial court

entered an order granting these motions. The case proceeded to jury trial

and on July 19, 2012, the jury returned a verdict in favor of Pier 3 and against

Khalil for $109,000. Khalil filed post

- trial motions and a not ice of appeal. On

July 9, 2015, the Commonwealth Court affirmed the judgment against Khalil

and in favor of Pier 3. Se e Pier 3 Condominium Assoc. v. Khalil , 118 A.3d

495 (Pa. Cmwlth. 2015) (unpublished memorandum).

Meanwhile, on April 17, 2014, Khali l filed a praecipe for writ of summons

in the instant matter. The case was deferred pending mediation and resolution

of prior cases. These settlement negotiations produced the document ( Term

Sheet ) that is at issue in this case. Specifically, on October 1, 201 4, Khalil

and Travelers signed the Term Sheet that included the following language.

1. Global resolution of all claims arising out of or directly or indirectly relating to the May 25, 2007 water damage event at the Pier 3 Condominium (the “Event”)....

***

13. In addition to agreement on all of the terms set forth herein, the settlement and the payments by Travelers Property as set forth above are condition ed upon:

1 For a more detailed history of Khalil I , see Khalil v. Diegidio , 102 A.3d 527 (Pa. Super. 2014) (unpublished memorandum).J

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(a) The parties reaching agreement on the terms of a fin al written settlement agreement...

Khalil’s Brief
, at Exhibit A.

According to Travelers, “[f]ollowing the execution of the Term Sheet at

the October 1, 2014, mediation, Dr. Khalil, Travelers Property and their

respective counsel began working on the language of an even more formalized

document reflecting the global settlement agreement reached at the October

1, 2014, mediation as set forth in the Term Sheet.” Travelers’ Brief at 6

- 7.

Negotiations continued between Khalil and Travelers, but they “were unable

to decide on language of a formal written settlement document.” Id . at 8.

On February 2, 2016, Khalil filed the complaint in this case, which set

forth numerous counts against all defendants related to her position that she

was fraudulently induced to settle and discontinue her pri or actions by these

defendants. On December 13, 2016, Travelers filed a motion to enforce

settlement, arguing that the Term Sheet was a global settlement agreement

that governed the outcome in the instant matter. On March 22, 2017, the trial

court granted the motion. Khalil timely filed a notice of appeal, and both Khalil

and the trial court complied with Pa.R.A.P. 1925.

On appeal, Khalil sets forth two questions for o ur review.

1. Whether the trial court erred as a matter of law in holding that a term sheet was an enforceable “global settlement agreement” where its unambiguous language reveals an intent not to be bound and the parties did not, and could not, satisfy the t erm sheet’s material and unambiguous conditions precedent, including “reaching agreement on the terms of aJ

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- final written settlement agreement” and obtain ing releases from third parties[.]

2. Whether the trial court erred as a matter of law in failing to hold an evidentiary hearing to determine whether the Term Sheet was an enforceable “global settlement agreement” or merely an unenforceable “agreement to agree.”

Khalil’s Brief at 5 (trial court answers omitted).

In reviewing these issues, we bear in mind the following principles.

In beginning our analysis, we note settlement agreements are governed by contract law principles. Mazzella v. Koken , [] 739 A.2d 531, 536 ( [Pa.] 1999).

[W]hen a written contract is clear and unequivocal, its meaning must b e determined by its contents alone. It speaks for itself and a meaning cannot be given to it other than that expressed. Where the intention of the parties is clear, there is no need to resort to extrinsic aids or evidence. Hence, where language is clear an d unambiguous, the focus of interpretation is upon the terms of the agreement as manifestly expressed, rather than as, perhaps, silently intended.

Steuart v. McChesney , 444 A.2d 659, 661 ( [Pa.] 1982) (citation and internal quotations omitted) (emphasis in original). The meaning of an unambiguous contract presents a question of law for which our review is de novo . The fundamental rule in contract interpretation is to ascertain the intent of the contracting parties. In cases of a written contract, the intent of the parties is the writing itself

. [I]n determining the intent of the contracting parties, all provisions in the agreement will be construed together and each will be given effect.... [This Court] will not interpret one provision of a contract in a man ner which results in another portion being annulled. [A]n act or event designated in a contract will not be construed as a condition unless that clearly appears to be the intention of the parties

. Lesko v. Frankford Hosp.

- Bucks Cty. , 15 A.3d 337, 341

- 42 ( Pa. 2011)

(some internal citations and quotation marks omitted).J

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H ere, the trial court concluded that Travelers would pay Kha lil a certain

sum to settle “all claims arising out of or directly or indirectly relating to the

May 25, 2007, water damage even[t ] at Pier 3 Condominium.” Trial Court

Opinion, 6/29/2017 , at 4 (internal quotation marks omitted). Although the

trial court recognized that certain conditions, including, “[a]greement to a final

wri tten settlement” had to be met, it concluded nevertheless that an

agreement was reached. Id

. Khalil argues the following in support of her position that the Term Sheet

was not a final settlement agreement: “The unambiguous language of the

Term Sheet reveals that there was no ‘meeting of the minds’ and no intent to

be bound. The Term Sheet was not a binding ‘global settlement agreement’

but only an unenforceable ‘agreement to agree.’” Khalil’s Brief at 25

- 26.

Travelers responds that the aforementioned “Term Sheet is an enforceable

agreement to settle the parties’ disputes.” Travelers’ Brief at 10. Travelers

argues that the Term Sheet meets the “essential terms of an agreement to

settle their disputes

– an exchange of a sum certain for a release (and other

consideration).” Id . at 13.

In reviewing the unambiguous language of the Term Sheet, we agree

with Khalil that the Term Sheet was conditi oned upon the “[t] he parties

reaching agreement on the terms of a final written settlement agreement .”

Khalil’s Brief, at Exhibit A. Thus, it is clear from the writing itself that no final

agreement had been reached. Accordingly, we hold the trial court erred inJ

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concl uding that the Term Sheet was an enforceable contract, and reverse the

order of the trial court. 2

Order reversed

. Case remanded. Jurisdiction relinquished.

Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 1/31/18

2 Because we have concluded that the Term Sheet was unambiguous and clear that no final settlement agreement had been reached, we need not address Khalil’s second issue concerning whether she was entitled to a hearing on this issue.