THE CHARTER OAK FIRE INSURANCE COMPANY v. PENTAIR COMMERCIAL ICE LLC

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

MYRA MATUTE, et al.,

Plaintiffs,

CIVIL ACTION NOS.

v.

5:24-cv-00988-JLS

THOMAS E. STRAUSS, INC., et al.,

5:25-cv-00517-JLS

Defendants.

THE CHARTER OAK FIRE

INSURANCE COMPANY,

As Subrogee of Thomas E. Strauss, Inc.

T/D/B/A Amishview Inn and Suites,

Plaintiff,

v.

PENTAIR COMMERCIAL ICE LLC, et

al.,

Defendants.

MEMORANDUM OPINION

SCHMEHL, J. /s/ JLS SEPTEMBER 11, 2025

Now pending before the Court is the motion of Third-Party Defendant Weaver Companies,

Inc. (“Weaver”) to dismiss all claims asserted against it in the amended third-party complaint.

Third-Party Plaintiffs Test Associates II, L.P. and Thomas E. Strauss, Inc. jointly assert two

contract-based claims and a contribution claim arising from Weaver’s alleged role in designing

and constructing part of their hotel. Weaver contends that all claims against it are time-barred or

otherwise deficient under Rule 12(b)(6). For the reasons that follow, the Court concludes that all

claims will be dismissed except for the contribution claim asserted by Thomas E. Strauss, Inc.,

which will proceed.

I

In 2023, Plaintiffs Myra Matute, Andrew Fischer, and their son, V.F., booked a room at

the AmishView Inn & Suites in Lancaster County, Pennsylvania. During their stay, a nighttime

fire broke out near a vending-machine alcove down the hall. The family attempted to evacuate,

but the intensity of the fire stopped them from reaching what they believed was their only exit near

the alcove. Since the hallway was dark, the family did not see a “footbridge” at the other end of

the hallway that would have provided them with an escape to another section of the hotel. The

family returned to their room, fashioned a makeshift rope from bed linens, and tried to escape

through second-story windows. Ms. Matute went first. But as she climbed out, she fell, landing

on the concrete walkway below and damaging several vertebrae.

Now proceeding individually and on behalf of their minor son, Plaintiffs assert various

torts against Defendants Test Associates II, L.P., the alleged owner of the hotel complex, and

Thomas E. Strauss, Inc., its alleged operator. Test Associates II, L.P. and Thomas E. Strauss, Inc.

have in turn filed an amended third-party complaint against numerous parties, including Weaver

Companies, Inc. Relevant to this ruling, Third-Party Plaintiffs allege that Weaver was involved in

designing and constructing the second-floor footbridge connecting the hotel’s main building—

where the family stayed—to another portion of the hotel, referred to by the parties as the “annex.”

In connection with those services, Third-Party Plaintiffs jointly assert three claims against

Weaver—two sounding in contract and one alleging contribution. Currently, Weaver has moved

to dismiss all claims asserted against it under Rule 12(b)(6).

II

To survive a 12(b)(6) motion to dismiss, the complaint must contain sufficient factual

matter that, taken as true, states a plausible claim for relief. See Ashcroft v. Iqbal, 556 U.S. 662,

678 (2009). In the Third Circuit, District Courts resolve such challenges by: (1) identifying the

elements of each claim; (2) setting aside conclusory assertions; and (3) evaluating whether the

remaining well-pleaded facts, taken as true, plausibly give rise to relief. See Connelly v. Lane

Constr. Corp., 809 F.3d 780, 787-89 (3d Cir. 2016). Under this standard, the Court will analyze

each challenged claim in turn.

III

A

The Court first addresses the two contract claims that the Third-Party Plaintiffs jointly

assert against Weaver. Both claims allegedly arise from the same written agreement between Test

Associates II, L.P. and Weaver, executed before construction commenced. First, through Count

XVIII—styled as “Contractual Defense and Indemnity”—the Third-Party Plaintiffs seek to

enforce Weaver’s contractual duty to defend and indemnify under § 9.15.1, which provides:

§ 9.15.1 To the fullest extent permitted by law, the Contractor shall indemnify,

defend and hold harmless the Owner, and its officers, directors, principals,

consultants, agents, employees and assigns, Thomas E. Strauss, Inc. and Amish

View Inn & Suites, LLC (hereafter for purposes of this Section, collectively

referred to as the “Owner”) for, from and against all claims, actions, damages,

judgments, liability, losses, attorneys’ fees, and expenses arising out of, or resulting

from, performance of the work described in the Contract Documents between

Contractor and Owner, but only to the extent caused in whole or in part by the

Contractor, a Subcontractor, anyone directly or indirectly employed by them or

anyone for whose acts they may be liable, provided that such claim, action, damage,

judgment, liability, loss, fee, or expense is attributable to bodily injury, sickness,

disease or death, or to injury to or destruction of tangible property (other than the

work itself) The Contractor’s agreement to indemnify, defend, and hold the Owner

harmless from all claims, damages, losses, judgments, liability, fees, and expenses

arising from bodily injury, sickness, disease or death includes any and all claims

involving the Contractor’s own employees or the employee’s of its subcontractors;

thus, only for purposes of this agreement to indemnify the Owner, the Contractor

expressly agrees to waive any and all rights, immunities and protections it may

otherwise have under all applicable workers’ compensation statutes.

Second, in Count XIX—styled as “Breach of Contract”—Third-Party Plaintiffs allege that Weaver

breached the written agreement by failing to procure insurance coverage for claims of the type

asserted by Plaintiffs and as required by § 17.1, which provides:

§ 17.1 The Contractor shall purchase from, and maintain in a company or

companies lawfully authorized to do business in the jurisdiction in which the

Project is located, insurance for protection from claims under workers’

compensation acts and other employee benefit acts which are applicable, claims for

damages because of bodily injury, including death, and claims for damages, other

than to the Work itself, to property which may arise out of or result from the

Contractor’s operations and completed operations under the Contract, whether such

operations be by the Contractor or by a Subcontractor or anyone directly or

indirectly employed by any of them. This insurance shall be written for not less

than limits of liability specified in the Contract Documents or required by law,

whichever coverage is greater, and shall include contractual liability insurance

applicable to the Contractor's obligations under Section 9.15. Certificates of

Insurance acceptable to the Owner shall be filed with the Owner prior to

commencement of the Work. Each policy shall contain a provision that the policy

will not be canceled or allowed to expire until at least 30 days’ prior written notice

has been given to the Owner. The Contractor shall cause the commercial liability

coverage required by the Contract Documents to include: (1) the Owner, the

Architect and the Architect’s Consultants as additional insureds for claims caused

in whole or in part by the Contractor's negligent acts or omissions during the

Contractor’s operations; and (2) the Owner as an additional insured for claims

caused in whole or in part by the Contractor’s negligent acts or omissions during

the Contractor’s completed operations.

In attacking both counts, Weaver makes many arguments. The Court starts with the

argument that the following contractual clause of repose bars these claims:

§ 19.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD

The Owner and Contractor shall commence all claims and causes of action, whether

in contract, tort, breach of warranty or otherwise, against the other arising out of or

related to the Contract in accordance with the requirements of the final dispute

resolution method selected in the Agreement within the period specified by

applicable law, but in any case not more than ten years after the date of Substantial

Completion of the Work. The Owner and Contractor waive all claims and causes

of action not commenced in accordance with this Section 19.4.

Applied here, Weaver reasons that, construed in the light most favorable to the non-movant, the

pleadings establish that Weaver’s work was substantially complete in 2014. Therefore, because

the third-party complaint was filed in 2025, the Third-Party Plaintiffs’ claims fall outside the ten-

year repose period and are time-barred, subject to dismissal.

In rebuttal, Third-Party Plaintiffs advance several arguments. First, Third-Party Plaintiffs

argue that the contractual clause of repose does not apply to the contract claims asserted by Thomas

E. Strauss, Inc. They note that the only parties named in, and bound by, the underlying contract

are Test Associates II, L.P. and Weaver, and that Thomas E. Strauss, Inc. was not a party to the

agreement. After reviewing the contract, the Court concurs. Clearly, only Test Associates II, L.P.

and Weaver are parties to the agreement. The corollary to that conclusion, however, is that the

Court must dismiss Thomas E. Strauss, Inc.’s claims, which are premised on contract to which it

is not a party. For a party not in privity has no right to sue on a contract. See Borough of Berwick

v. Quandel Grp., Inc., 655 A.2d 606, 608 (Pa. Super. Ct. 1995); see also Johnson v. Pa. Nat’l Ins.

Cos., 594 A.2d 296, 298-99 (Pa. 1991) (“[T]hird party beneficiaries are bound by the same

limitations in the contract as the signatories of that contract.”). Thus, Counts XVIII and XIX—to

the extent that they are brought by Thomas E. Strauss, Inc.—are dismissed.

So, the three remaining claims brought by Test Associates II, L.P., a party to the underlying

contract, must deal head-on with the repose provision. Test Associates attempts to avoid the force

of this provision by pointing out that § 19.4’s heading labels the provision a “statutory limitation

period,” and not a period of repose. Its argument goes on to suggest that the Court must measure

the timeliness of Test Associates’ present claims from when its present causes of action accrued,

rather than from “10 years after Substantial Completion of the Work.” After careful review

however, the Court disagrees.

Test Associates reads too much into the heading of § 19.4. For although a heading, title,

or caption aids, sometimes, in construing related text, § 19.4’s heading does not meaningfully

influence the operative language that follows. Justice Murphy, over 75 years ago, described the

scenario aptly:

For interpretative purposes, [headings] are of use only when they shed light on

some ambiguous word or phrase. They are but tools available for the resolution of

a doubt. But they cannot undo or limit that which the text makes plain.

Bhd. of R. R. Trainmen v. Baltimore & O. R. Co., 331 U.S. 519, 529 (1947). Here, the text of the

repose provision is plain: “[A]ll claims relating to the Contract must be brought not more than 10

years after Substantial Completion of the Work.” There is no ambiguity. The provision clearly

establishes a repose period, with the deadline to file a claim running from the defined completion

date, not from any subsequent accrual of a cause of action.

Anticipating that the Court might reach this conclusion, Test Associates goes on to contend

that, even if § 19.4 constitutes a contractual clause of repose, it is unenforceable because

Pennsylvania’s statute of repose prescribes a twelve-year period for certain construction-related

actions, such as this one. See 42 Pa. Cons. Stat. § 5536(a). Test Associates adds that “[a]llowing

private parties to contractually shorten this period would undermine the legislature’s intent in

establishing these time-based protections.”

This argument is unavailing. It overlooks the plain text of 42 Pa. Cons. Stat. § 5501, which

expressly provides that, for any “time specified in or pursuant to [Chapter 55],” parties may agree

in writing to “a shorter time which is not manifestly unreasonable.” The twelve-year repose period

set forth in § 5536 falls squarely within Chapter 55 and is thus clearly governed by § 5501(a).

Accordingly, as occurred here, the parties may reduce the statutory period by a not-manifestly-

unreasonable written agreement. Presently, no party has argued that shortening the repose period

from twelve years to ten years is manifestly unreasonable. The Court thus applies the plain

language of the repose clause to bar the claims asserted by Test Associates—namely, the two

contract claims previously discussed and the contribution claim arising from Weaver’s provision

of design and build services.

B

What remains of the amended third-party complaint against Weaver, then, is only the

contribution claim asserted by Thomas E. Strauss, Inc. In challenging it, Weaver opens by making

a series of arguments thoughtfully articulating why a direct negligence action by Strauss against

Weaver fails. Weaver does so because the Third-Party Plaintiffs styled Count XVII as

“NEGLIGENCE V. WEAVER COMPANIES, INC. DBA WEAVER CONSTRUCTION.” In

response, however, Strauss clarifies that Count XVII, despite its heading, is properly understood

as a contribution claim rather than a direct negligence claim.

The distinction, while subtle, is important. A tortfeasor’s right to contribution from joint

tortfeasors stems not from tort, but from principles of quasi-contract and equity. See Pennsylvania

Nat. Mut. Cas. Ins. Co. v. Nicholson Const. Co., 542 A.2d 123, 125 (Pa. Super. Ct. 1988). Codified

in the Uniform Contribution Among Tortfeasors Act, one may enforce the equitable duty to share

liability where separate tortious parties contribute to an indivisible injury. See Baker v. AC&S,

Inc., 729 A.2d 1140, 1146 (Pa. Super. Ct. 1999); Mattia v. Sears, Roebuck & Co., 531 A.2d 789,

791 (Pa. Super. Ct. 1987); see generally 42 Pa. Cons. Stat. §§ 8321-27.

Here, although Count XVII is captioned as a “negligence” claim, its factual allegations

make clear that Strauss seeks to impose contribution-based liability on Weaver for Weaver’s own

allegedly independent negligent acts that contributed to Plaintiffs’ injuries. And moreover, as

previously discussed, while headings are important, they do not dispositively control related text.

The Court thus concludes that the content of Count XVII sufficiently sets forth a claim for

contribution. Cf. Childers v. Power Line Equip. Rentals, Inc., 681 A.2d 201, 213 (Pa. Super. Ct.

1996). Weaver’s opening-brief arguments attacking a direct negligence theory are consequently

inapposite. And insofar as Weaver’s reply brief challenges the factual existence of any direct

liability to Plaintiffs, those arguments are more appropriately reserved for the summary-judgment

stage, provided that no genuine dispute of material fact exists. So, in sum, only the contribution

claim asserted by Thomas E. Strauss, Inc. will proceed.

IV

For the foregoing reasons, Weaver’s motion to dismiss will be granted in part and denied

in part. The contract claims asserted by Test Associates II, L.P. and Thomas E. Strauss, Inc. are

dismissed as untimely or otherwise barred. The contribution claim asserted by Thomas E. Strauss,

Inc., however, states a plausible basis for relief and will proceed. The contribution claim by Test

Associates II, L.P. will not. An appropriate Order follows.