# Keenheel v. SECURITIES COM'N

> Supreme Court of Pennsylvania · October 25, 1989 · 523 Pa. 223

URL: https://www.frixlaw.com/law-library/cases/9652531

## Case

- **Full name:** Mark S. KEENHEEL, Appellant, v. COMMONWEALTH of Pennsylvania, PENNSYLVANIA SECURITIES COMMISSION, Robert M. Lam, Chairman of the Pennsylvania Securities Commission, Eliott Klein, Chief Counsel of the Pennsylvania Securities Commission, Victor Wright, Director of Enforcement, Pennsylvania Securities Commission, Appellees
- **Court:** Supreme Court of Pennsylvania
- **Decided:** October 25, 1989
- **Citations:** 523 Pa. 223; 565 A.2d 1147; 51 Fair Empl. Prac. Cas. (BNA) 289; 1989 Pa. LEXIS 387
- **Precedential status:** Published
- **Opinion:** Concurrence by Flaherty
- **Judges:** Nix, Larsen, Flaherty, McDermott, Zappala, Papadakos, Stout, Former
- **Cited by:** 12 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9652531

## Opinion text

concurring.
I concur in the judgment.
We have in the past held that the Commonwealth Court has no equitable jurisdiction to hear a claim for specific performance, or to enjoin conduct that would allegedly impair contract rights, because a claim before the Board for money damages for breach of contract would be an adequate legal remedy. We have thus foreclosed attempts to enforce contractual obligations by equitable means, reason *231 ing that to do so would infringe on the exclusive jurisdiction of the Board of Claims. See Emergency Medical Services Council of Northwestern Pennsylvania, Inc. v. Department of Health, 499 Pa. 1 , 451 A.2d 206 (1982), and Xpress Truck Lines, Inc. v. Pennsylvania Liquor Control Board, 503 Pa. 399 , 469 A.2d 1000 (1983).
In this case, the Appellant is attempting to rescind an agreement. As such, his claim does not seek to enforce a contract; it seeks a declaration that the contract is of no effect. He seeks to be relieved of his obligations so that he may reinstitute his complaints before the Pennsylvania Human Relations Commission and the Equal Employment Opportunity Commission. If the Commonwealth Court hears such a claim, there is no danger that the Board’s authority will be compromised. If the court grants rescission, there is no contract to be enforced. If the court does not grant rescission, the plaintiff may then have a claim, within the jurisdiction of the Board, arising from the contract and its alleged breach.
When equitable rescission is sought as a remedy for breach of contract, it must generally be shown that the remedy at law is inadequate. Casey v. Philadelphia Auto Sales Co., 428 Pa. 155 , 236 A.2d 800 (1968). We have also stated that where the remedy at law before the Board of Claims is inadequate, as for example where a fundamental constitutional right would be threatened, there might be grounds for judicial intervention to provide equitable relief even though the case turned on a contract. Ezy Parks, 499 Pa. at 628 , 454 A.2d at 935; Xpress Truck Lines, Inc., 503 Pa. at 408-409 , 469 A.2d at 1005 . By seeking rescission, the appellant is necessarily asserting that the remedy before the Board of Claims is inadequate. Whether this is so is yet to be adjudicated. If the remedy at law is inadequate, the matter is properly within the jurisdiction of the Commonwealth Court. If the remedy is adequate, and rescission is inappropriate, the matter can then be pursued, if at all, before the Board of Claims.
*232 In addition to seeking rescission, the appellant sought a declaration that the agreement was void on grounds that the SEC adopted it in violation of the Sunshine Act. The Commonwealth Court clearly has exclusive, original jurisdiction to hear and determine such a claim. 65 P.S. § 285; 42 Pa.C.S. § 761(a)(4), (b). It was thus error for the court to transfer this claim as well. 1
For these reasons, I agree that the Order of the Commonwealth Court transferring this case to the Board of Claims is properly reversed and the matter remanded to that court for disposition.
FLAHERTY, Justice,
. It would appear that, as a matter of law, this claim must fail, since the action complained of was a personnel matter, which need not be considered at an open meeting under the express terms of the Act, 65 P.S. § 278(a)(1). As this matter was decided below on preliminary objections, however, we are not in a position to rule on this point and it must be decided by the Commonwealth Court on remand.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9652531. Public record. Not legal advice.