Williams, A. v. FemmePharma Consumer

J-S15044-24

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

AMY L. WILLIAMS : IN THE SUPERIOR COURT OF

: PENNSYLVANIA

Appellant :

:

:

v. :

:

:

FEMMEPHARMA CONSUMER : No. 2285 EDA 2023

HEALTHCARE, GERIANNE T. :

DIPIANO, MICHAEL A. DIPIANO, JR., :

FEMMEPHARMA, FEMMEPHARMA :

GLOBAL HEALTHCARE, INC., :

FEMMEPHARMA HOLDING COMPANY, :

INC., BRUCE D. GORCHOW, ANDREA :

MCFADDEN, PPM AMERICA CAPTIAL :

PARTNERS, LLC, PPM AMERICA :

PRIVATE EQUITY FUND, LP :

Appeal from the Judgment Entered August 21, 2023

In the Court of Common Pleas of Montgomery County Civil Division at

No(s): 2018-07261

BEFORE: OLSON, J., NICHOLS, J., and COLINS, J. *

MEMORANDUM BY COLINS, J.: FILED DECEMBER 05, 2024

Appellant, Amy L. Williams (Plaintiff), appeals from a judgment entered

in favor of all defendants following a nonjury trial in an action that she brought

against FemmePharma Consumer Healthcare, LLC (FPCH), Gerianne T.

DiPiano, and Michael A. DiPiano, Jr. (collectively, Defendants) for unpaid

salary and other employment-related benefits and compensation allegedly

owed to her by FPCH. For the reasons set forth below, we affirm.

____________________________________________

* Retired Senior Judge assigned to the Superior Court.

J-S15044-24

Plaintiff brought this action alleging that she was employed by FPCH as

its president in 2016 and 2017 under a contract agreed to by Ms. DiPiano,

FPCH’s chief executive officer and the chairman of its board of directors, on

behalf of FPCH. Third Amended Complaint ¶¶6-8, 49-57. Plaintiff alleged that

this contract provided that Plaintiff was to be paid an annual salary of

$255,000, an annual stipend of $20,000 for benefits, a ten percent equity

interest in FPCH, a years’ salary as severance pay, and incentive compensation

for deferring payment of the compensation. Id. ¶¶58-59. Plaintiff alleged

that no compensation was paid to her during her employment and that no

severance payment was made to her after FPCH terminated her employment

in early October 2017. Id. ¶¶77-79, 81, 86, 94, 121. Plaintiff asserted a

breach of contract claim against FPCH, a claim for liability under the Wage

Payment and Collection Law (WPCL) 1 against FPCH, Ms. DiPiano, and Mr.

DiPiano, who was also a director of FPCH, and a promissory estoppel claim

against FPCH. Id. ¶¶18, 84-123. Plaintiff also sued several other individuals

and entities and asserted a cause of action for unjust enrichment. Plaintiff,

however, discontinued her claim for unjust enrichment and her claims against

those individuals and entities before the end of the trial in this action.

Defendants disputed that Plaintiff was hired as an employee of FPCH

and alleged that her work for FPCH was as a part-time independent contractor

____________________________________________

1 43 P.S. § 260.1 et seq.

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consultant. Defendants’ Answer and New Matter, Answer ¶¶6-8, 49-57, New

Matter ¶21. Defendants denied that FPCH agreed to pay Plaintiff the salary

and benefits that Plaintiff alleged. Id., Answer ¶¶58-59, New Matter ¶¶5-18.

Defendants also alleged that the only compensation that FPCH agreed to pay

Plaintiff for her consulting work consisted of payments of $5,000 per month

and that Plaintiff terminated her work for FPCH by leaving its offices and not

returning. Id., New Matter ¶¶21-22.

In April 2022, four years after this case was brought, Plaintiff served a

notice of deposition seeking to take the deposition of a designee of FPCH and

two of its affiliate companies on various subjects. Amended Notice of

Designee Depositions, attached to Defendants’ Motion for Protective Order as

Exhibit C. This notice of deposition listed subjects of the deposition and

requested documents that included tax returns, financial reports, other

financial documents of FPCH and those affiliate companies and sought

information concerning all shareholders, employees, investors, independent

contractors, members, and consultants of the three companies. Amended

Notice of Designee Depositions, Attachments A and B. Defendants filed a

motion for a protective order to limit the subjects of the depositions to 10 of

the 25 listed topics and the documents to be produced to 6 of the 23 document

requests, which the trial court granted on May 26, 2022. Trial Court Order,

5/26/22.

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This case was tried to the court without a jury from December 5, 2022

to December 12, 2022. At trial, the primary witnesses and the only witnesses

with knowledge of the communications and alleged agreements on which

Plaintiff’s claims were based were Plaintiff and Ms. DiPiano. Both Plaintiff and

Ms. DiPiano testified that FPCH was in the process of raising money from

investors to launch a new product when Plaintiff’s relationship with the

company began, that FPCH needed to raise capital of $1.5 million to $3 million

to launch the new product, and that no capital was raised while Plaintiff was

working for FPCH. N.T. Trial, 12/5/22 at 121-22, 160, 178, 180-81; N.T. Trial,

12/6/22 at 74, 84-85, 237-39; N.T. Trial, 12/8/22 at 36; N.T. Trial, 12/9/22

at 7, 25-26. It was undisputed that there was no signed writing or exchange

of written communications setting forth the nature or terms of Plaintiff’s work

relationship with FPCH. N.T. Trial, 12/5/22 at 15; N.T. Trial, 12/6/22 at 167-

68, 175-76, 183-85, 212; N.T. Trial, 12/7/22 at 92-93; N.T. Trial, 12/9/22 at

74-75, 93.

Plaintiff testified that Ms. DiPiano orally hired her as president of FPCH

to launch the new product and orally agreed that Plaintiff would be paid an

annual salary of $240,000, later increased to $255,000, and receive an annual

stipend of $10,000 for benefits, later increased to $20,000, a ten percent

equity interest in FPCH, and a years’ salary as severance pay. N.T. Trial,

12/5/22 at 123-24, 170, 172-76, 186, 191; N.T. Trial, 12/6/22 at 61-62, 110-

16, 122-24, 193-95, 198-202; N.T. Trial, 12/7/22 at 118-22. Plaintiff

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admitted that she knew that she could not be paid that compensation until

FPCH raised the necessary capital for the product launch but testified that Ms.

DiPiano assured her that the capital would be raised by early 2016 and that

Plaintiff would receive a bonus or retroactive salary after the capital was

raised. N.T. Trial, 12/5/22 at 122-24, 170-71, 173, 176-80; N.T. Trial,

12/6/22 at 143-45, 195-98; N.T. Trial, 12/7/22 at 118-19, 121-22. Plaintiff

testified that she did not agree to work for FPCH as a consultant and that Ms.

DiPiano made clear that Plaintiff was an employee, unlike the two other

individuals in FPCH’s senior management, who were consultants. N.T. Trial,

12/6/22 at 13-14, 17-18. Plaintiff testified that she began working for FPCH

at the beginning of 2016, that she worked full-time for FPCH, that Ms. DiPiano

exercised control over her work, and that she was terminated effective

October 3, 2017. N.T. Trial, 12/5/22 at 123-28, 130, 132, 134, 139-40, 151-

52, 154, 157, 161, 165-66, 218; N.T. Trial, 12/6/22 at 53, 65, 67-68, 156-

58, 168-69, 210-12.

Ms. DiPiano testified that she did not agree to hire Plaintiff as an

employee of FPCH or agree that Plaintiff would be paid the amounts that she

claimed. N.T. Trial, 12/7/22 at 147, 176-79; N.T. Trial, 12/8/22 at 124-25;

N.T. Trial, 12/9/22 at 54-56. Ms. DiPiano testified that the salary, benefits,

and equity interest that Plaintiff claimed were discussed as possible

compensation that Plaintiff could receive if capital was successfully raised and

the new board of directors chosen by the investors approved hiring her as

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president under such a contract and as the compensation for the position that

would be used in estimating FPCH’s expenses in presentations to possible

investors. N.T. Trial, 12/7/22 at 147-51, 176-79; N.T. Trial, 12/8/22 at 124-

25; N.T. Trial, 12/9/22 at 91-92; N.T. Trial, 12/12/22 at 126. Ms. DiPiano

testified that FPCH had no significant business while Plaintiff was involved with

the company and that she made clear to Plaintiff that FPCH needed to raise

$3 million to start up its business before there could be any such compensation

agreement. N.T. Trial, 12/7/22 at 178, 182-83, 197; N.T. Trial, 12/8/22 at

101, 125, 128-29, 248-49. Ms. DiPiano further testified that raising this

money was one of Plaintiff’s primary responsibilities and that the ability to

raise the money and time within which that would occur were very uncertain.

N.T. Trial, 12/7/22 at 138-39, 182-83; N.T. Trial, 12/8/22 at 94, 128-29, 248-

49, 252-53, 255-57.

Ms. DiPiano testified that all of the senior management of FPCH during

this fund-raising phase worked as consultants and that the agreement with

Plaintiff was that Plaintiff would work as consultant with the title of president

of FPCH. N.T. Trial, 12/7/22 at 55-57, 84-89, 91-93, 139-40, 180, 184-88,

212; N.T. Trial, 12/8/22 at 252-54, 266-68; N.T. Trial, 12/9/22 at 100. Ms.

DiPiano testified that she agreed that Plaintiff would be paid $5,000 per month

for her work for FPCH during this phase after Plaintiff requested that she

receive a retainer before funding was obtained, that Plaintiff was paid $5,000

per month from Ms. DiPiano’s own bank account for the period from April 2016

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through October 2016, and that Plaintiff was later paid an additional $35,000

from Ms. DiPiano for her work in 2017. N.T. Trial, 12/7/22 at 92-93, 155,

157, 198-99; N.T. Trial, 12/8/22 at 123, 280-83; N.T. Trial, 12/9/22 at 5-7,

57-58, 81; N.T. Trial, 12/12/22 at 125-27. Ms. DiPiano testified that Plaintiff

did not work for FPCH on a full-time basis in 2016 and 2017, that she did not

exercise control over Plaintiff’s work, and that Plaintiff’s work for FPCH ended

when Plaintiff walked out of the company’s offices in early October 2017. N.T.

Trial, 12/7/22 at 184, 187, 202; N.T. Trial, 12/8/22 at 25-26, 269; N.T. Trial,

12/9/22 at 30-42, 104-06.

The trial court issued its decision on June 1, 2023. In this decision, the

trial court found Ms. DiPiano’s testimony more credible than Plaintiff’s and

found that the discussions concerning employment and the amounts claimed

by Plaintiff were for a possible prospective contract to be proposed to FPCH’s

post-funding board of directors after the fundraising to launch the product was

obtained, not a present employment agreement. Trial Court Decision ¶¶10-

11, 13, 16, 32, 40. The trial court found that Plaintiff agreed to work for FPCH

as a consultant in the period before funding was obtained and that the only

compensation that FPCH agreed to pay Plaintiff was the $5,000 per month

that Ms. DiPiano paid her. Id. ¶¶15, 21-23. The trial court further found that

the parties understood that Plaintiff was responsible for raising start-up capital

for FPCH before the prospective employment contract could be proposed for

approval and that Plaintiff failed to raise any capital for FPCH. Id. ¶¶11, 13,

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17-19, 24-26. The trial court accordingly held that Plaintiff’s breach of

contract, WPCL, and promissory estoppel claims failed because Plaintiff did

not prove that she had any employment contract with FPCH or that FPCH

breached any agreement with her or promise to her. Id. ¶¶30, 32-37, 40.

Plaintiff filed a timely post-trial motion in which she asserted that the

trial court erred in failing to find that there was a contract to employ Plaintiff

under the terms that she alleged and that there was a promise to pay her in

accordance with those terms and sought judgment notwithstanding the verdict

(JNOV) in her favor on all three of her causes of action. In this post-trial

motion, Plaintiff also asserted that the trial court erred in granting the May

27, 2022 protective order and that the protective order prevented her from

obtaining relevant evidence for trial. Plaintiff’s Post-Trial Motion ¶¶6, 43. On

July 25, 2023, the trial court denied Plaintiff’s post-trial motion, and judgment

was entered in favor of Defendants and against Plaintiff on August 21, 2023.

This timely appeal followed.

Plaintiff raises the following issues in this appeal: (1) whether the trial

court erred in rejecting her claim that she had a contract with FPCH under

which she was hired as an employee at a salary of $240,000 or more per year

plus additional benefits and equity;2 (2) whether the trial court erred in finding

____________________________________________

2 Plaintiff states these as two separate issues, her Issues Nos. 1 and 2. We

discuss them as one issue, as they are merely separate arguments on the

same issue.

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that Plaintiff was not an employee of FPCH because it did not consider and

apply the legal test for determining whether a person is an employee; (3)

whether the trial court erred in failing to apply the provisions of the WPCL; (4)

whether the trial court erred in holding that Plaintiff failed to prove her

promissory estoppel claim; and (5) whether the trial court abused its

discretion in granting the protective order. Appellant’s Brief at 4-5. Plaintiff

requests as relief a new trial or other further determinations by the trial court.

Id. at 73-74.3

The first of these issues, Plaintiff’s challenge to the trial court’s rejection

of her contract claim, fails because the trial court’s determinations are factual

findings based on the credibility of conflicting oral testimony. “[I]n the case

of a disputed oral contract, what was said and done by the parties, as well as

what was intended by what was said and done by the parties, are questions

of fact to be resolved by the trier of fact, in this instance the trial court.”

Johnston the Florist, Inc. v. TEDCO Construction Corp., 657 A.2d 511,

516 (Pa. Super. 1995) (en banc). Questions of credibility and conflicts in the

evidence are for the factfinder to resolve, and this Court cannot reweigh the

____________________________________________

3 Defendants argue that Plaintiff has waived all of her issues because she

sought only JNOV in her post-trial motion, which is different from the relief

that she seeks in this Court. We do not agree. If a party has argued an issue

that is grounds for a new trial, the fact that the party sought only JNOV does

not preclude the court from granting a new trial. McGuire v. Schneider,

Inc., 534 A.2d 115, 120 (Pa. Super. 1987), aff’d without opinion, 548 A.2d

1223 (Pa. 1988). The fact that Plaintiff sought JNOV in her post-trial motion,

rather than a new trial, therefore does not bar her claims on appeal.

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evidence. Shamnoski v. PG Energy, 858 A.2d 589, 593 (Pa. 2004); United

Environmental Group, Inc. v. GKK McKnight, LP, 176 A.3d 946, 962 (Pa.

Super. 2017).

Plaintiff argues that these fundamental principles do not bar her claim

of error because the trial court allegedly misconstrued a written document,

Plaintiff’s Exhibit 31, and because she was given the title of President of FPCH

and worked for FPCH for 21 months. None of these arguments has merit.

Plaintiff’s Exhibit 31 was not a writing signed by FPCH. Rather, it was

an unsigned employment contract template given by Ms. DiPiano to Plaintiff

for Plaintiff to fill in terms and the only handwriting on the document is

Plaintiff’s. Plaintiff’s Ex. 31; N.T. Trial, 12/5/22 at 172; N.T. Trial, 12/6/22 at

109-10, 192-93; N.T. Trial, 12/8/22 at 127-28, 259-60, 263; N.T. Trial,

12/9/22 at 85. What the parties intended the document to be thus depended

on the credibility of conflicting oral testimony. Plaintiff characterized the

marked-up document as a memorialization of the initial terms of an alleged

oral agreement but admitted that it did not include one of the terms,

severance pay, that she claimed was part of the agreement that the document

allegedly memorialized. N.T. Trial, 12/5/22 at 172-76; N.T. Trial, 12/6/22 at

116, 193-94. Ms. DiPiano testified that the document was a “wish list” of what

Plaintiff wanted to be in a future contract to be proposed to the board of

directors of the FPCH after funding was obtained that would also be used in

projecting expenses in presentations to investors, not a contract governing

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Plaintiff’s relationship with FPCH at the time, and that she gave Plaintiff the

blank template for Plaintiff to fill in what Plaintiff wanted to be in that proposed

future contract. N.T. Trial, 12/7/22 at 147-51, 190; N.T. Trial, 12/8/22 at

124-25, 127-30, 259-64; N.T. Trial, 12/9/22 at 84-85, 91-92. The trial court’s

conclusion that Plaintiff’s Exhibit 31 was not a contract agreed to by FPCH was

thus a resolution of the credibility of conflicting oral testimony, which we may

not disturb, not a construction of a writing.

Neither of the other items of evidence argued by Plaintiff invalidate the

trial court’s findings. While Plaintiff was given the title of president in 2016

and worked under that title in 2016 and 2017, that does not require a finding

that her arrangement with FPCH was an employment rather than a consulting

relationship, let alone show any of the economic terms of that arrangement.

The title itself did not establish employment status because the evidence was

undisputed that in 2016 and 2017 before funds were raised to launch FPCH’s

product, the other senior management of FPCH who had corporate titles were

consultants, not employees. N.T. Trial, 12/6/22 at 13; N.T. Trial, 12/7/22 at

55-57, 84-89, 91-92, 180, 187; N.T. Trial, 12/8/22 at 185, 197-98, 201-06,

226, 267-68; N.T. Trial, 12/9/22 at 100, 189, 194, 197, 199-205, 221.

Plaintiff’s work for FPCH likewise did not show that she was an employee

rather than a consultant or require the trial court to find that her work was an

acceptance of an offer of employment or of the terms that she alleged. The

evidence was disputed as to whether Plaintiff was working full-time on a

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regular basis or whether she was doing part-time work for FPCH, and there

was evidence that she was working under an agreement to pay her a $5,000

per month retainer as a consultant, which the trial court found credible. N.T.

Trial, 12/7/22 at 92-93, 155, 157, 184-87, 198-99; N.T. Trial, 12/8/22 at 123,

269, 280-83; N.T. Trial, 12/9/22 at 5-7, 81; N.T. Trial, 12/12/22 at 125-27;

Trial Court Decision ¶¶13, 15, 21-23.

In her next issue, Plaintiff seeks reversal of the trial court’s

determination that she was a consultant rather than an employee on the

ground that the court did not analyze the criteria set forth by our Supreme

Court in Hammermill Paper Co. v. Rust Engineering Co., 243 A.2d 389

(Pa. 1968), for determining whether a relationship is an employment

relationship or an independent contractor relationship. We conclude that this

issue is barred by waiver.

Where, as here, the trial court has issued an order under Rule 1925(b)

of the Pennsylvania Rules of Appellate Procedure, the appellant must file a

statement that identifies each ruling or error that the appellant intends to

challenge on appeal with sufficient detail to enable the trial court to identify

and address those issues. Pa.R.A.P. 1925(b)(4)(ii); S.S. v. T.J., 212 A.3d

1026, 1030-31 (Pa. Super. 2019). “Issues not included in the [Rule 1925(b)]

Statement and/or not raised in accordance with the provisions of this

paragraph (b)(4) are waived.” Pa.R.A.P. 1925(b)(4)(vii). Vague language that

that does not advise the trial court of the specific issue as to which error is

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claimed does not satisfy Rule 1925(b) and does not preserve any issue for

appeal. Brown v. End Zone, Inc., 259 A.3d 473, 485 (Pa. Super. 2021);

Lineberger v. Wyeth, 894 A.2d 141, 148-49 (Pa. Super. 2006).

While Plaintiff’s Rule 1925(b) statement set forth claims of error

concerning specific factual findings by the trial court and a claim that the

protective order was reversible error, it made no assertion that the trial court

failed to apply the criteria that she now argues and no claim of legal error in

determining whether the facts that the trial court found constituted an

employment relationship. Rather, the only claims of errors of law that her

Rule 1925(b) statement asserted with respect to the trial court’s June 1, 2023

decision were the vague claims that the court “erred in failing to identify and

apply the proper legal principles applicable to Plaintiff’s equitable, statutory,

and common law rights and the claims in Counts I, II, and II [sic] under the

facts established at trial,” the claim that the court “appl[ied] incorrect

principles of law” to allegedly “erroneous facts,” and claims of legal error

concerning other subjects, “common law contract and intertwined applicable

statutory WPCL (43 P.S. Section 260.1 et seq.) compliance provisions,

including with regard to its apparent reasoning on a lack of contract formation

and enforceable promise” and the elements of her promissory estoppel claim.

Statement of Errors Complained of on Appeal at 2.

Rule 1925 is a crucial component of the appellate process because

it allows the trial court to identify and focus on those issues the

parties plan to raise on appeal. Our courts have recognized that:

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“When a court has to guess what issues an appellant is appealing,

that is not enough for meaningful review. When an appellant fails

adequately to identify in a concise manner the issues sought to be

pursued on appeal, the trial court is impeded in its preparation of

a legal analysis which is pertinent to those issues.

In other words, a Concise Statement which is too vague to allow

the court to identify the issues raised on appeal is the functional

equivalent of no Concise Statement at all.”

Brown, 259 A.3d at 485 (Pa. Super. 2021) (quoting Lineberger). Plaintiff’s

vague references to “proper legal principles” and “incorrect principles of law”

did not in any way advise the trial court that she was claiming any error in

failing to apply the criteria for determining whether a work relationship is an

employment relationship or any error of law on the issue of whether Plaintiff

was an employee or an independent contractor. As a consequence of Plaintiff’s

failure to refer to this issue at all, the trial court was unaware that Plaintiff

was making any claim that it erred in failing to determine whether she was

legally an employee under the facts that it found and did not address the

Hammermill Paper criteria that Plaintiff now faults it for failing to analyze.

Trial Court Opinion at 11-12. Plaintiff’s omission from her Rule 1925(b)

statement of any claim that the trial court erred in failing to determine that

she was an employee therefore waived any claim of error with respect to this

issue.

Plaintiff argues that her failure to include this issue in her Rule 1925(b)

statement does not constitute waiver because Rule 1925(b) provides that

“generality of the [Rule 1925(b)] Statement will not be grounds for finding

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waiver” where “the appellant in a civil case cannot readily discern the basis

for the judge’s decision” and the appellant “preface[s] the [Rule 1925(b)]

Statement with an explanation as to why the Statement has identified the

errors in only general terms.” Pa.R.A.P. 1925(b)(4)(vi). This contention is

without merit. Although Plaintiff did state in her Rule 1925(b) statement that

the trial court’s June 1, 2023 decision “embodies reasoning that on several

issues may be too vague and not discernable to allow accurate framing for

appeal,” Statement of Errors Complained of on Appeal at 1, her

characterization of the trial court’s June 1, 2023 decision is inaccurate.

Contrary to Plaintiff’s assertion, the decision set forth the trial court’s findings,

reasoning, and conclusions in detail and was sufficiently clear and specific to

enable Plaintiff to discern the basis for the trial court’s rejection of her claims

against Defendants and to determine what claims of error she intended to

argue on appeal. Rule 1925(b)(4)(vi) therefore has no applicability to

Plaintiff’s challenges to the trial court’s June 1, 2023 decision and cannot

excuse her failure to specifically raise this claim of error.

Plaintiff’s next two issues both fail because the legal errors of which she

complains are irrelevant in light of the trial court’s supported factual findings.

In the first of these issues, Plaintiff argues that the trial court erred in failing

to apply Sections 3 and 4 of the WCPL, 43 P.S. §§ 260.3, 260.4, governing

employers’ payments of wages and fringe benefits to employees. The WPCL,

however, applies to employees, not to independent contractors. Morin v.

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Brassington, 871 A.2d 844, 849-50 (Pa. Super. 2005). Because the trial

court determined that Plaintiff was not an employee of FPCH, Trial Court

Decision ¶¶12-13, 15, 32-35, and Plaintiff has not shown any ground for

reversing that ruling, Sections 3 and 4 of the WPCL are inapplicable and the

trial court did not err in failing to apply them.

With respect to her promissory estoppel claim, Plaintiff argues that the

trial court erred in failing to recognize that continuing to work in reliance of a

promise of compensation satisfies the reliance element of this cause of action,

see Sullivan v. Chartwell Investment Partners, L.P., 873 A.2d 710, 717-

18 (Pa. Super. 2005), and in ruling that only damages for reliance expenses

are recoverable on a promissory estoppel claim. Neither of these arguments

can constitute grounds for reversal because the trial court found that Plaintiff

failed to prove another element of this claim. Plaintiff was required to prove

as an essential element of her promissory estoppel cause of action that FPCH

made the promise that she seeks to enforce. Crouse v. Cyclops Industries,

745 A.2d 606, 610 (Pa. 2000); V-Tech Services, Inc. v. Street, 72 A.3d

270, 276-77 (Pa. Super. 2013); Sullivan, 873 A.2d at 717-18. The trial court

found that Plaintiff failed to prove that essential element, Trial Court Decision

¶¶10-13, 15-19, 21-26, 40, and that finding, as discussed above, is supported

by the evidence that the trial court found credible. Since Plaintiff failed to

prove the promise on which her promissory estoppel claim depended, any

error with respect to reliance or damages would not change the fact that FPCH

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was entitled to judgment in its favor on this cause of action and need not be

considered by this Court.

In her final claim of error, Plaintiff challenges the trial court’s 2022

protective order and argues that it prevented her from obtaining relevant

testimony and documents that she needed for trial. Our review of this issue

is limited to determining whether the trial court abused its discretion in

granting the protective order. Bensinger v. University of Pittsburgh

Medical Center, 98 A.3d 672, 682 (Pa. Super. 2014) (standard of review

when determining the propriety of a discovery order is whether the trial court

committed an abuse of discretion); De Lage Landen Financial Services,

Inc. v. Urban Partnership, LLC, 903 A.2d 586, 592 (Pa. Super. 2006)

(same).

Plaintiff has not shown that the trial court’s protective order improperly

limited her discovery. The protective order applied only to a corporate

designee deposition and permitted discovery with respect to all of the subjects

and documents in Plaintiff’s notice that related to Plaintiff or her work for FPCH

or to Ms. DiPiano’s authority over FPCH’s management and its hiring,

supervising, and terminating employees and independent contractors. Trial

Court Order, 5/26/22; Amended Notice of Designee Depositions Attachment

A ¶¶1, 10-11, 19-20, 23, 25, Attachment B ¶¶1, 5, 19-20. In addition, the

protective order specifically permitted discovery of documents and subjects

relating to “[t]he factual averments and denials in the pleadings, declarations,

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and discovery responses in this case, including those of all parties” and

discovery of FPCH’s policies and procedures regarding employees and

independent contractors. Trial Court Order, 5/26/22; Amended Notice of

Designee Depositions Attachment A ¶¶1, 15, 18, Attachment B ¶¶1, 9. In

contrast, the items as to which the order denied discovery sought broad

categories of documents and information that encompassed non-parties and

sought discovery of those items and matters regardless of any connection to

Plaintiff or her claims in this case. Amended Notice of Designee Depositions

Attachment A ¶¶2-9, 12-14, 16-17, 22, 24, Attachment B ¶¶2-4, 6, 8, 10-18,

21-23.

Plaintiff argued to the trial court that some of these latter discovery

requests denied by the protective order were relevant to respond to

Defendants’ averments in specific paragraphs of their Answer and New Matter

concerning FPCH’s finances when Plaintiff was working for the company and

Plaintiff’s failure to raise capital, were relevant to Defendants’ claim, set forth

in their Answer and New Matter, that Plaintiff was an independent contractor,

and were relevant to the issue of Ms. DiPiano’s authority to hire Plaintiff.

Plaintiff’s Answer to Defendants’ Motion for Protective Order at 11-20. The

protective order, however, did not deny Plaintiff discovery on any of those

topics, as it allowed the discovery requests that sought documents and

information concerning the factual basis for claims in Defendants’ Answer and

New Matter, Plaintiff’s work for FPCH, including the “functions, services, job

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duties, scope of work, management responsibilities” of that work and FPCH’s

supervision of the that work, FPCH’s policies and procedures regarding

employees and independent contractors, and Ms. DiPiano’s authority. Trial

Court Order, 5/26/22; Amended Notice of Designee Depositions Attachment

A ¶¶1, 10-11, 15, 18, 23, 25, Attachment B ¶¶1, 9.

Plaintiff also asserted that the items as to which discovery was denied

were relevant to her unjust enrichment claim, her damages claim for a 10%

equity interest, and WPCL issues. Plaintiff’s Answer to Defendants’ Motion for

Protective Order at 11-20. Any denial of discovery on these issues could not

have any effect on the trial court’s decision in this case. Plaintiff voluntarily

discontinued her unjust enrichment claim during trial. Stipulation and Order,

12/9/22; N.T. Trial, 12/8/22 at 134-36. The trial court did not address the

damages or WPCL issues because it found that Plaintiff had failed to prove

that she was an employee of FPCH, failed to prove that there was any contract

or promise under which Plaintiff would receive an equity interest, and failed

to prove that FPCH breached any contract with her or promise to her. Trial

Court Decision ¶¶2 n.2, 8-13, 15, 23, 29-37, 40. Therefore, even if Plaintiff’s

discovery was restricted on these topics, such an error would be harmless.

Bensinger, 98 A.3d at 683-84 (denial of discovery was harmless where the

discovery was relevant only on an issue that was not a basis of the trial court’s

judgment).

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J-S15044-24

For the foregoing reasons, we conclude that none of Plaintiff’s issues

merits relief. Accordingly, we affirm the trial court’s judgment in favor of

Defendants.

Judgment affirmed.

Date: 12/5/2024

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