Sehrawat, B. v. Rite Aid

J-A24006-20

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

BHOOP SEHRAWAT, TRUSTEE UNDER : IN THE SUPERIOR COURT OF

THE RATTAN REAL ESTATE TRUST : PENNSYLVANIA

:

:

v. :

:

:

RITE AID OF PENNSYLVANIA, INC. :

: No. 1901 WDA 2019

Appellant :

Appeal from the Order Entered December 2, 2019

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

No(s): GD-17-009057

BEFORE: BENDER, P.J.E., McLAUGHLIN, J., and MUSMANNO, J.

MEMORANDUM BY BENDER, P.J.E.: FILED NOVEMBER 13, 2020

Rite Aid of Pennsylvania, Inc. (“Rite Aid”) appeals from the order dated

November 30, 2019, and entered on December 2, 2019, denying its motion

for summary judgment, granting Bhoop Sehrawat’s, Trustee Under the Rattan

Real Estate Trust (“Rattan Trust”), cross-motion for summary judgment, and

declaring void ab initio an easement agreement purportedly entered in favor

of Rite Aid. After careful review, we affirm.

This case commenced on June 23, 2017, with the filing of a complaint

in an action to quiet title by Rattan Trust.

The dispute involves a shared parking lot between two commercial

properties. The entrance driveway and most of the lot is located

J-A24006-20

on property owned by [Rattan Trust].[1] [Rite Aid] has title only

to the land occupied by the ten parking spaces closest to its

building. The instant dispute involves [Rattan Trust’s] claim that

[it] had no notice, actual or constructive, of the existence of a

written easement in favor of [Rite Aid] for access from the street

to its ten spaces when [it] purchased the property in question.

[Rite Aid’s] argument and counterclaim is that it was granted an

express easement via a written grant dated September 4, 2001.

Alternatively, [Rite Aid] argues that it has either an easement by

estoppel or an irrevocable license.

Trial Court Memorandum (“TCM”), 11/30/19, at 1-2.

In its memorandum, the trial court found the following undisputed facts:

1) There is a single parking lot located between the buildings of

the parties.

2) There is a single entrance into the parking lot from the street.

3) [Rattan Trust] has title to most of the parking lot, including

the portion where the only entrance to the lot is located; if

[Rite Aid] cannot use that entrance, it cannot use the spaces

on its own land.

4) The listing of [Rattan Trust’s] property for sale referred to a

shared parking lot.

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1 Rattan Trust’s property consists of its portion of the parking lot (Block and

Lot No. 14-R-346), as well as the adjacent property known as 240 Hays

Avenue, Mt. Oliver, PA 15210 (Block and Lot No. 14-R-350), on which a

Family Dollar store is located. The Rattan Trust property was previously

owned and conveyed by Charles E. Beckman and Jean R. Beckman to Jean E.

Beckman by a deed, dated September 1, 1994, and recorded in the Allegheny

County Office of the Department of Real Estate. Following the death of Jean

Beckman on December 30, 2001, the property was conveyed by Charles

Beckman, the executor of her estate, to Charles Beckman and Jill Beckman,

Trustees under the Will of Jean Beckman, by deed dated December 4, 2002.

Jill Beckman resigned as Trustee on May 3, 2007, and Charles Beckman died

on February 19, 2010. On April 2, 2010, Lucinda R. Nachman was appointed

as Successor Trustee to the estate. The property was subsequently conveyed

by the Successor Trustee under the will of Jean Beckman to Rattan Trust,

pursuant to a recorded deed dated March 16, 2011.

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5) [Rattan Trust] purchased the property on which [its] building

stands[,] along with the portion of the parking lot[,] on

March 16, 2011, subject to the existing lease to Family Dollar

Stores of Pennsylvania, Inc., which also showed that [Rite

Aid] had the right to use 10 spaces on the lot and Family

Dollar had the right to use the 10 spaces on its side of the

lot. (The evidence suggests that the public used spaces on

either side of the lot regardless of which business was being

visited. The evidence also suggests that[,] at times[,]

members of the public would park there and visit neither

party’s business. There is no indication that either party

claimed the other was using more than its allotted share.)

6) There is no contention that [Rattan Trust] was not given a

copy of this lease as required by the Addendum to the

Agreement of Sale.

7) [Charles Beckman, t]he husband of [Jean Beckman, Rattan

Trust’s] seller’s predecessor in title[,] had purported to grant

an easement to [Rite Aid] on September 4, 2001, for access

over the driveway to its ten spaces in the area of the lot

closest to its building.[2]

8) The [Easement Agreement] was not recorded until April 28,

2017.

9) [Rattan Trust] was unrepresented by counsel both at the time

[it] signed the agreement of sale and at [the] closing.

10) Prior to [the] closing, [Rattan Trust] … made inquiry via [its]

agent[, Rick Sikora,] about whether there were any writings

related to easements.

11) [Rattan Trust] denies having received any response from [its]

agent, and the agent’s testimony, years later, is that he has

no recall of any written easement having been brought to his

attention.

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2 The written document by which an easement was purportedly granted to

Rite Aid is referred to herein as the “Easement Agreement.”

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12) The [s]eller’s agent[, Bruce McIlrath,] also recalls nothing

about an easement.

13) An affidavit from [Jill Beckman,] a representative of the

[s]eller[,3] states that she responded to an inquiry by

forwarding a copy of the [E]asement [Agreement] to the

[s]eller’s agent. No copy of a power of attorney was

included.

14) All witnesses who were deposed indicated that knowledge of

a written easement would have been a highly significant

event that each would have remembered.

15) [Rattan Trust] admits [it] did nothing further when [it]

received no reply to [its] inquiry.

16) [Rite Aid] admits that it did not record the [Easement

Agreement] until years after [Rattan Trust] purchased the

property.

17) [Rite Aid] admits that it has no evidence to support its

contention that it contributed to the maintenance of the

parking lot.[4]

18) [Rite Aid] has no copy of any power of attorney giving

Charles Beckman the right to do anything regarding his wife,

including a right to handle her real estate.

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3 Jill Beckman is the daughter of Charles and Jean Beckman and negotiated

the sale of the property to Rattan Trust, on behalf of her mother’s estate.

4 After reviewing the transcript from the oral argument, the trial court issued

a supplemental opinion, modifying its Finding of Fact No. 17, as follows:

While [Rite Aid] does not expressly admit that it has no evidence

that it contributed to the cost of maintenance of the parking lot

and driveway entrance, it points to only one piece of evidence to

support its contention that it made such contribution pursuant to

an agreement with the prior owners of the property: the affidavit

of Jill Beckman, the contents of which do not support [Rite Aid’s]

contention.

Trial Court Supplemental Opinion (“Supplemental TCO”), 3/27/20, at 1

(citation to record omitted).

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19) There is no indication by the [n]otary that a power of

attorney was presented at the time of signing or that Charles

Beckman had signed pursuant to a power of attorney.

20) The [Easement Agreement] as signed had two blanks in it,

apparently to insert the relevant Deed Book volume and

page. The blanks were not filled in until years later, a few

months prior to recording.

Id. at 2-3.

Following multiple depositions, Rattan Trust and Rite Aid filed cross

motions for summary judgment on August 26, 2019, and August 30, 2019,

respectively. The trial court heard arguments on the cross motions on

September 26, 2019, and it issued an order on November 30, 2019, granting

Rattan Trust’s motion for summary judgment, denying Rite Aid’s motion for

summary judgment, and declaring the Easement Agreement void ab initio.

The order was entered on the docket on December 2, 2019. Rite Aid filed a

timely notice of appeal on December 27, 2019, followed by a timely, court-

ordered Pa.R.A.P. 1925(b) concise statement of errors complained of on

appeal.

Rite Aid now presents the following issues for our review:

1. Whether the lower court erred when it granted the motion for

summary judgment of [Rattan Trust] and denied the motion

for summary judgment of … Rite Aid?

2. Whether the lower court erred when it found that the

[E]asement [A]greement dated September 4, 2001[,] and

recorded on April 28, 2017[,] is void ab initio and must be

stricken from the record?

3. Whether the lower court erred when it found, contrary to the

weight of the evidence, that[] “the evidence suggests that the

public used spaces on either side of the lot regardless of which

business was being visited[?] The evidence also suggests

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that at times members of the public would park there and

visit neither party’s business[.”]

4. Whether the lower court erred when it found, contrary to the

weight of the evidence, that[] only “[t]he husband of …

[Rattan Trust’s] seller’s predecessor in title had purported to

grant an easement to … [Rite Aid] on September 4, 2001, for

access over the driveway to its ten spaces in the area of the

lot closest to the building[?”]

5. Whether the lower court erred when it found, contrary to the

weight of the evidence, that[] “ … [Rite Aid] admits that it has

no evidence to support its contention that it contributed to

the maintenance of the parking lot[?”]

6. Whether the lower court erred when it found, contrary to the

weight of the evidence, that[] “there is no indication by the

notary that a power of attorney was presented at the time of

signing or that Charles Beckman had signed pursuant to the

power of attorney[?”]

7. Whether the lower court erred when it found, contrary to the

weight of the evidence, that[] “there is no proof that the

signer of the [Easement Agreement] had a valid power of

attorney at the time it was signed[?”]

8. Whether the lower court erred as a matter of law and abused

its discretion when it found that once the authority of Charles

Beckman was questioned, the “the burden shifted to … [Rite

Aid] to adduce evidence that there was indeed a power of

attorney[?”]

9. Whether the lower court erred when it speculated that[] “the

failure to record the [Easement Agreement] … around the

time it was signed, along with the absence of any copy of a

power of attorney from Jean Beckman to Charles Beckman,

suggests that it is just as likely as not that there was no power

of attorney at all[?”]

10. Whether the lower court erred when it found that Rite Aid

does not have an irrevocable license or easement by estoppel

to use the access land of the parking lot between the building

on Rite Aid’s property and the building on … Rattan Trust’s

property[,] because “the court is compelled to conclude that

under the undisputed evidence and the relevant and

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undisputed law of Pennsylvania regarding contribution to the

maintenance of the parking lot, … [Rite Aid] has neither[?”]

Rite Aid’s Brief at 5-8 (unnecessary capitation and some brackets omitted).

Our standard of review with respect to a trial court’s decision to grant

or deny a motion for summary judgment is well-settled:

A reviewing court may disturb the order of the trial court only

where it is established that the court committed an error of law or

abused its discretion. As with all questions of law, our review is

plenary.

In evaluating the trial court’s decision to enter summary

judgment, we focus on the legal standard articulated in the

summary judgment rule. Pa.R.C.P. 1035.2. The rule states that

where there is no genuine issue of material fact and the moving

party is entitled to relief as a matter of law, summary judgment

may be entered. Where the non-moving party bears the burden

of proof on an issue, he may not merely rely on his pleadings or

answers in order to survive summary judgment. Failure of a non-

moving party to adduce sufficient evidence on an issue essential

to his case and on which it bears the burden of proof establishes

the entitlement of the moving party to judgment as a matter of

law. Lastly, we will view the record in the light most favorable to

the non-moving party, and all doubts as to the existence of a

genuine issue of material fact must be resolved against the

moving party.

Thompson v. Ginkel, 95 A.3d 900, 904 (Pa. Super. 2014) (some citations

omitted).

Essentially, the main matters of contention raised by Rite Aid in issues

1 through 9 are whether Rattan Trust had sufficient notice, constructive or

actual, of an easement in favor of Rite Aid at the time of the closing on its

properties, and whether the written Easement Agreement should be stricken.

We have defined an easement as “a liberty, privilege or advantage which one

may have in the lands of another without profit…. Generally, it requires that

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there be two tenements owned by distinct proprietors, one to which the right

is attached and another on which it is imposed.” Morning Call, Inc. v. Bell

Atlantic-Pennsylvania, Inc., 761 A.2d 139, 142 (Pa. Super. 2000) (internal

quotation marks and citation omitted). “An easement may be created by

express agreement in compliance with the Statute of Frauds,[5] or by

implication, necessity, or prescription.” Id.

Here, Rite Aid claims that it was granted an easement via a written

document, the Easement Agreement, which was executed on September 4,

2001, but not recorded until April 28, 2017. Pursuant to 21 P.S. § 351,6 there

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5 “The purpose of the Statute of Frauds is to prevent the possibility of enforcing

unfounded, fraudulent claims by requiring that contracts pertaining to

interests in real estate be supported by written evidence signed by the party

creating the interest.” Burns v. Baumgardner, 449 A.2d 590, 594 (Pa.

Super. 1982).

6 Section 351 of Title 21, Pennsylvania Statutes provides:

§ 351. Failure to record conveyance

All deeds, conveyances, contracts, and other instruments of

writing wherein it shall be the intention of the parties executing

the same to grant, bargain, sell, and convey any lands,

tenements, or hereditaments situate in this Commonwealth, upon

being acknowledged by the parties executing the same or proved

in the manner provided by the laws of this Commonwealth, shall

be recorded in the office for the recording of deeds in the county

where such lands, tenements, and hereditaments are situate.

Every such deed, conveyance, contract, or other instrument of

writing which shall not be acknowledged or proved and recorded,

as aforesaid, shall be adjudged fraudulent and void as to any

subsequent bona fide purchaser or mortgagee or holder of any

judgment, duly entered in the prothonotary’s office of the county

in which the lands, tenements, or hereditaments are situate,

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is no mandatory requirement to record a conveyance of real property;

however, the consequence for the failure to do so is that the conveyance will

be rendered void as to any subsequent bona fide purchaser. See MERSCORP,

Inc. v. Delaware County, 207 A.3d 855, 863-65 (Pa. 2019). “[I]n order to

qualify as a bona fide purchaser, the subsequent buyer must be without notice

of the prior equitable interests of others…. Either actual or constructive notice

is sufficient to prevent the subsequent purchaser from acquiring the status of

a bona fide purchaser.” Long John Silver’s, Inc. v. Fiore, 386 A.2d 569,

573 (Pa. Super. 1978).

Rite Aid argues that Rattan Trust is not a bona fide purchaser, because

it had actual and/or constructive knowledge of the Easement Agreement at

the time of purchase of its property. Contrary to Rite Aid’s position, the trial

court found that the evidence established constructive notice only of Rite Aid’s

use of a portion of the parking lot, and that there was no evidence that Rattan

Trust had actual notice of the Easement Agreement. Trial Court Opinion

(“TCO”), 2/28/20, at 4. We conclude that, regardless of whether Rattan Trust

had notice—actual or constructive—of the purported Easement Agreement,

____________________________________________

without actual or constructive notice unless such deed,

conveyance, contract, or instrument of writing shall be recorded,

as aforesaid, before the recording of the deed or conveyance or

the entry of the judgment under which such subsequent

purchaser, mortgagee, or judgment creditor shall claim. Nothing

contained in this act shall be construed to repeal or modify any

law providing for the lien of purchase money mortgages.

21 P.S. § 351.

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such notice is of no moment given that the Easement Agreement is void ab

initio.

We now turn to our analysis of the crux of this matter, which is the

validity of the Easement Agreement. The record, here, reveals that the

Easement Agreement was signed twice by Charles Beckman, as grantor—once

as himself and once purporting to be signing as power of attorney on behalf

of Jean Beckman. Jean Beckman’s signature does not appear on the

document. It is clear that at the time the Easement Agreement was executed,

Charles Beckman had no ownership interest in the subject property 7 and,

consequently, no authority to convey a right-of-way across the parking lot.

See Woodland Trustees, Inc. v. Michel, 211 A.2d 454, 456 (Pa. 1965)

(indicating that “one may not grant an easement over property he does not

own”). Thus, we must consider whether Charles Beckman had the authority

to convey an interest in the real estate on Jean Beckman’s behalf.

Instantly, the Easement Agreement was purported to have been signed

by Charles Beckman on behalf of Jean Beckman, pursuant to a power of

attorney. Thus, we review the following applicable principles of law pertaining

to agency and powers of attorney.

Agency is a relationship whereby the principal manifests assent

that another person (the agent) will act on the principal’s behalf

subject to the principal’s control, and the agent agrees to do so.

An agency relationship may be created by any of the following:

(1) express authority, (2) implied authority, (3) apparent

authority, and/or (4) authority by estoppel. Agency cannot be

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7 Jean Beckman was the sole record owner of the subject property at the time.

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inferred from mere relationships or family ties, and we do not

assume agency merely because one person acts on behalf of

another. Rather, we look to facts to determine whether the

principal expressly or impliedly intended to create an agency

relationship…. Finally, the party asserting the agency relationship

bears the burden of proving it by a preponderance of the evidence.

Express authority exists where the principal deliberately and

specifically grants authority to the agent as to certain matters….

A valid, durable power of attorney constitutes a grant of express

authority per its terms. See 20 Pa.C.S.[] § 5601(a).

Wisler v. Manor Care of Lancaster PA, LLC, 124 A.3d 317, 323-24 (Pa.

Super. 2015) (some internal quotation marks and citations omitted).

Powers of attorney are governed by statute, 20 Pa.C.S. §§ 5601-5614

(the “POA Act”). Section 5601 of the POA Act requires, inter alia, a power of

attorney to be in writing, dated, and signed by the principal granting the

authority. 20 Pa.C.S. § 5601(b)(1). The scope of authority under a power of

attorney is determined by the language of the document creating the agency,

in conjunction with the POA Act. See In re Fiedler, 132 A.3d 1010, 1021

(Pa. Super. 2016) (citing In re Weidner, 938 A.2d 354, 357-58 (Pa. 2007)

(analyzing the language of the power of attorney in the context of the POA

Act to determine the propriety of the agent’s actions)). Pursuant to Section

5602 of the POA Act, a principal may empower an agent “to engage in real

property transactions” by including such language in the power of attorney.

20 Pa.C.S. § 5602(a)(10).8

Moreover, we are mindful of the following applicable principles:

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8 A power “to engage in real property transactions” is defined by the POA Act

to include the granting of easements. 20 Pa.C.S. § 5603(i).

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[A] party dealing with an agent, known to be acting only under an

express grant of authority (such as a power of attorney), has a

duty to take notice of the nature and extent of the authority

conferred. Fierst v. Commonwealth Land Title Ins. Co., …

451 A.2d 674, 677 ([Pa.] 1982), citing Moore v. Luzerne

County, … 105 A. 94, 95 ([Pa.] 1918). See also Restatement

(Second) of Agency, § 167 (1958) (“If a person dealing with an

agent has notice that the agent’s authority is created or described

in a writing which is intended for his inspection, he is affected by

limitations upon the authority contained in the writing, unless

misled by conduct of the principal.”). Parties are bound at their

own peril to notice limitations upon the grant of authority before

them, whether such limitations are prescribed by the grant’s own

terms or by construction of law. Fierst, 451 A.2d at 677….

Finally, the existence of a limitation upon the authority conferred

by a power of attorney must be determined in light of the rule that

such powers are to be strictly construed. See Nuzum v. Spriggs,

… 55 A.2d 402, 403 ([Pa.] 1947).

Peterson v. Kindred Healthcare, Inc., 155 A.3d 641, 645-46 (Pa. Super.

2017).

Here, Rite Aid claims the trial court’s determination that the Easement

Agreement is void ab initio is based on its erroneous finding that the document

was not properly executed. Rite Aid’s Brief at 16. Rite Aid avers that, on its

face, the Easement Agreement reveals it was signed by Charles Beckman on

behalf of Jean Beckman, pursuant to a power of attorney. Id. Additionally,

Rite Aid insists that the notary certification on the Easement Agreement stands

as prima facie evidence that a valid, written power of attorney existed at the

time the document was executed. Id. Rite Aid’s argument fails, however,

because the notary seal on the Easement Agreement certifies only that “[t]he

foregoing instrument was acknowledged before [the notary] this 14 th day of

August, 2001, by Charles E. Beckman[.]” See Complaint for Action to Quiet

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Title, 6/23/17, Exhibit 4, at 3 (unpaginated). There is no reference to or

acknowledgment of a power of attorney in the notary seal, or any indication

whatsoever that Charles Beckman signed on behalf of Jean Beckman.9

It is well-settled that:

When a notary public does certify a document, he attests that the

document has been executed or is about to be executed, that the

notary knows that he is confronted by the signer, and that the

signer is asserting the fact of his execution. In re Bokey’s

Estate, … 194 A.2d 194 ([Pa.] 1963). Notarization certifies the

fact of execution by a person who purports to be the signer but

not any fact beyond that, such as the place of notarization. As

this court has sad,

“(A] notary’s certificate shall be read and received in all suits

in evidence of the [f]acts therein certified; not of [f]acts not

certified but attempted to be inferred from those facts.”

Bell v. Anderson, … 17 A.2d 647, 651 ([Pa. Super.] 1941).

Commonwealth v. Frey, 392 A.2d 798, 799-800 (Pa. Super. 1978). Based

on the foregoing, it is clear that we cannot infer from the notary certificate

that Charles Beckman produced a copy of a durable power of attorney at the

time of signing. The notary certificate on the Easement Agreement acts only

as prima facie evidence that Charles Beckman appeared before the notary and

signed the document as himself, which is inconsequential, as we have already

determined that he had no authority to convey an easement over the subject

property.

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9 By contrast, a separate notary seal on the Easement Agreement represents

that the document was acknowledged before the notary, “by Eve K. Exar, the

Authorized Representative of Rite Aid…, on behalf of the corporation.” Id.

(emphasis added).

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Next, Rite Aid asserts that the trial court erred when it shifted the

burden to Rite Aid to disprove Rattan Trust’s assertion that Charles Beckman

lacked authority to execute the Easement Agreement on Jean Beckman’s

behalf. See Rite Aid’s Brief at 17. Rite Aid maintains that, as the party

seeking to quiet title, Rattan Trust has the burden of proof, and that Rattan

Trust cannot baldly challenge the validity of the previously executed and

recorded Easement Agreement and then “force” Rite Aid to prove its validity.

Id. at 17-18.

While it is true that Rattan Trust has the general burden of proof in his

quiet title action, see Landis v. Wilt, 222 A.3d 28, 34 (Pa. Super. 2019), we

agree with the trial court that Rite Aid has the burden of proving the existence

of the power of attorney. See Wisler, 124 A.3d at 323 (indicating that the

party asserting the agency relationship bears the burden of proving it by a

preponderance of the evidence). As the trial court explained,

once the authority of [Charles] Beckman to make the grant

contained in the [Easement Agreement] was raised, the burden

shifted to [Rite Aid] to adduce evidence that there was indeed a

power of attorney, including one that permitted the handling of

real estate matters. [Rite Aid] was unable to do so.[10] We note

that the failure to record the [Easement Agreement] around the

time it was signed, along with the absence of any copy of a power

of attorney from Jean Beckman to Charles Beckman, suggests that

it is just as likely as not that there was no power of attorney at

all. The [Easement Agreement] is void ab initio and must be

stricken.

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10“The only evidence cited [by Rite Aid] is [an] e-mail that did not include [a]

copy of the supposed power of attorney.” TCO at 4-5.

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TCM at 4. Based on the facts of record, Rite Aid clearly failed to adduce

sufficient evidence regarding the existence of a power of attorney. Thus,

Rattan Trust was entitled to judgment as a matter of law. See Young v.

Commonwealth, Dept. of Transp., 744 A.2d 1276, 1277 (Pa. 2000)

(“Failure of a non-moving party to adduce sufficient evidence on an issue

essential to his case and on which it bears the burden of proof … establishes

the entitlement of the moving party to judgment as a matter of law.”).

Rite Aid acknowledged that in order for a power of attorney to be valid,

it must be in writing. See N.T. Hearing, 9/26/19, at 38 (“If it was never in

writing, I think we concede that it probably would be invalid.”). Yet, it

peculiarly argues that “there is no evidence that [the power of attorney]

wasn’t in writing[,]” that, unfortunately, Rite Aid has been unable to locate a

copy of the document, and “[t]hat in and [of] itself does not prove that it was

never in writing.” Id. Rite Aid is essentially asking the court to conclude—

from the absence of evidence—that it met its burden of proving that Charles

Beckman had the authority to sign the Easement Agreement for Jean

Beckman. We decline to find trial court error on this basis. See Wisler, 124

A.3d at 327 (declining to find trial court error where the appellant sought a

determination—from the absence of evidence—that it met its burden of

proving the decedent had authority to sign an arbitration agreement).

To the extent Rite Aid suggests that declining to sustain the Easement

Agreement based on its failure to produce a copy of the power of attorney

sets a dangerous precedent, we disagree. Our decision should encourage

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parties seeking an agreement to ascertain the source of an agent’s authority

before allowing the agent to sign such agreement on the principal’s behalf. As

we stated in Wisler, “[I]f a third party relies on an agent’s authority, it must

ascertain the scope of that authority at the time of reliance. See Fierst, 451

A.2d at 677; Restatement (Second) of Agency § 167 (1958). The third party

that fails to do so acts at its own peril.” Wisler, 124 A.3d at 327. In other

words, Rite Aid had a duty to inspect the power of attorney and to take notice

of the extent of the authority conferred upon Charles Beckman. If Rite Aid

failed to do so prior to executing the Easement Agreement, then it did so at

its own peril and cannot now hold Rattan Trust accountable for its failure.

Based on the foregoing, we discern no abuse of discretion or error of law in

the trial court’s determination that the Easement Agreement is void ab initio.

Alternatively, Rite Aid claims that it has an irrevocable license or an

easement by estoppel. Rite Aid argues that it is entitled to summary judgment

on its claim,

if it can show by the undisputed facts that it had a right to

permissively use the parking lot[,] that it contributed to the

maintenance of the parking lot in reliance on its right to use [it,]

and that Rattan Trust had notice of Rite Aid’s right to use the

portion of the parking lot located on [Rattan Trust’s] property.

Rite Aid’s Brief at 39-40 (unnecessary capitalization omitted). After careful

review, we deem this claim to be meritless.

Preliminarily, we note:

Licenses are often compared to easements. In general, a license

is a mere personal or revocable privilege to perform an act or

series of acts on the land of another, which conveys no interest or

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estate. A license is distinguishable from an easement because it

is usually created orally, is revocable at the will of the licensor,

and is automatically revoked by the sale of the burdened property.

However, a license may become irrevocable under the rules of

estoppel and in those circumstances it is similar to an easement.

The Pennsylvania Supreme Court adopted the equitable

doctrine of irrevocable license in the mid-nineteenth century

stating that “a license to do something on the licensor’s land when

followed by the expenditure of money on the faith of it, is

irrevocable, and is to be treated as a binding contract.” Huff v.

McCauley, 53 Pa. 206, 208 (1866); Kovach v. General

Telephone Co., … 489 A.2d 883, 885 ([Pa.] 1985). The Court

subsequently explained that such a license,

while not strictly an easement, is in the nature of one. It is

really a permission or license, express or implied, to use the

property of another in a particular manner, or for a

particular purpose. Where this permission has led the party

to whom it has been given, to treat his own property in a

way in which he would not otherwise have treated it …[,] it

cannot be recalled to his detriment.

Harkins v. Zamichieli, … 405 A.2d 495, 498 ([Pa. Super.] 1979)

(quoting Pierce v. Clellant, … 19 A. 352 ([Pa.] 1890)). Thus,

the irrevocable license gives “absolute rights, and protects the

licensee in the enjoyment of those rights.” Cole v. Ellwood, …

65 A. 678, 680 ([Pa.] 1907). Moreover, “successors-in-title take

subject to an irrevocable license if they had notice of the license

before the purchase.” Kovach, supra (quoting Harkins, supra

at 498).

Morning Call, Inc., 761 A.2d at 144 (some internal citations and footnotes

omitted).

Based on the foregoing principles, even if we were to assume arguendo

that a license was created between the Beckmans and Rite Aid, in order for

the license to become irrevocable and binding on their successors-in-title,

namely Rattan Trust, there would need to have been an expenditure of money

by Rite Aid in reliance on the promise to allow it to use the access point owned

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by Rattan Trust. Rite Aid avers that it submitted sufficient, competent

evidence to establish that “it expended money on the repair and maintenance

of the parking lot in reliance on the Easement Agreement and its right to use

the parking lot.” Rite Aid’s Brief at 40 (unnecessary capitalization omitted).11

Contrary to Rite Aid’s assertion, however, the record is devoid of any evidence

that Rite Aid contributed financially to the maintenance or repair of the lot.

As the trial court opined regarding the supposed evidence presented by

Rite Aid:

All but one of the bills for maintenance that are attached to [Jill

Beckman’s] affidavit … are addressed only to Charles Beckman

and refer only to “Family Dollar,” [Rattan Trust’s] property. Only

the earliest of the bills attached (dated October 2001) references

the Family Dollar and Rite Aid parking lot.[12] Furthermore, there

are no notations on the bills that Mr. Beckman received any

____________________________________________

11 In support of its argument, Rite Aid relies heavily on the affidavit of Jill

Beckman, which references emails (copies of which are attached thereto) that

she sent to Bruce McIlrath in response to due diligence requests made by

Rattan Trust prior to the closing. Attached to the emails are a copy of the

Easement Agreement, invoices regarding repair of the parking lot, and the

Lease Agreement between the Beckmans and Family Dollar. See Rite Aid’s

Motion for Summary Judgment, 8/30/19, Exhibit E. To the extent that Rite

Aid relies on the Easement Agreement as proof that it contributed financially

to the maintenance of the parking lot, we note that the terms of the document

are inconsequential, as the Easement Agreement has been declared void ab

initio.

12The trial court is referring to Baldwin Asphalt Paving Inc.’s Invoice No. 3500,

dated October 18, 2001, and addressed solely to Charles Beckman. The job

name and description on the invoice references “Family Dollar & Rite Aid.”

Charles Beckman’s signature appears at the bottom of the invoice, indicating

that he “inspected and approved” the finished asphalt work. Accompanying

the invoice is a copy of a check signed by Charles Beckman, dated October

18, 2001, and payable to “Baldwin Asphalt Paving Inc.” for the full amount of

the invoice. There is no reference on the invoice to any payment by Rite Aid.

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reimbursements from … Rite Aid[,] nor are there any notations

that the bills were even submitted to [Rite Aid] for reimbursement.

Most importantly, Rite Aid does not attach any proofs that it

paid any portion of the costs of maintenance. No copies of

cancelled checks are attached; no copies of bookkeeping records

are attached. There is no evidence that suggests that [Rite Aid]

actually paid for its portion of the maintenance of its 10 parking

spaces, the only part of the lot that it owns.

Supplemental TCO at 2. Based on the foregoing, the trial court found that

“[t]here is no basis for a finding that there was any agreement whatsoever

regarding sharing the maintenance of the parking lot.” Id. We deem the trial

court’s finding to be well-supported by the record and, thus, we discern no

error of law or abuse of discretion.

As Rite Aid failed to establish a genuine issue of material fact, we

conclude that the trial court did not commit an error of law or abuse its

discretion when it granted Rattan Trust summary judgment. Accordingly, we

affirm the December 2, 2019 order granting Rattan Trust’s motion for

summary judgment, denying Rite Aid’s motion for summary judgment, and

declaring the Easement Agreement void ab initio.

Order affirmed.

Judgment Entered.

Joseph D. Seletyn, Esq.

Prothonotary

Date: 11/13/2020

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