J-A29033-17

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37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

EMPLOYEES, 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,

 Appellees

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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-A29033-17

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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, we 

reverse.

We provide a brief summary of the complicated factual and procedural 

history 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 insurance 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.

Subsequently, 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 accept 
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any payments pursuant to the settlement 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 notice of appeal. On 

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

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

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 Cmwlth. 2015) (unpublished memorandum). 

Meanwhile, on April 17, 2014, Khalil 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, 2014, 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 conditioned upon:

 

1 For a more detailed history of Khalil I, see Khalil v. Diegidio, 102 A.3d 

527 (Pa. Super. 2014) (unpublished memorandum). 
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(a) The parties reaching agreement on the terms of a final 

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 prior 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 our 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 term sheet’s material and unambiguous conditions 

precedent, including “reaching agreement on the terms of a 
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final written settlement agreement” and obtaining 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 be 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 and 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 manner 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).
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Here, the trial court concluded that Travelers would pay Khalil 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 

written 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 conditioned 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 in 
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concluding 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.