# Trizechahn Gateway LLC v. Titus

> Superior Court of Pennsylvania · July 3, 2007 · 2007 Pa. Super. 196

URL: https://www.frixlaw.com/law-library/cases/9754619

## Case

- **Full name:** TRIZECHAHN GATEWAY LLC, a Delaware Limited Liability Company v. Paul H. TITUS, James H. McConomy, Lindsey D. Alton, Thomas D. Arbogast, S. Link Christian, David I. Cohen, Suzanne L. DeWalt, Donald T. Dulac, Jr., Martin J. Hagan, Thomas M. Hardiman, Henry R. Johnston, III, Stephen R. Kaufman, David B. Mulvihill, David G. Oberdick, Manning J. O’Connor II, Debra M. Parrish, Adrian N. Roe, Thomas J. Santone, Mark Stadler, C. Richter Taylor, Jr., Charles B. Watkins, Thomas C. Wettach, as Individuals, Trading and Doing Business as Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy LLP, and Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy, LLP. Appeal of Paul H. Titus, James H. McConomy, Lindsey D. Alton, Thomas D. Arbogast, S. Link Christian, Martin J. Hagan, David B. Mulvihill, David G. Oberdick, Manning J. O’Connor II, Adrian N. Roe, Mark Stadler and Thomas C. Wettach; Trizechahn Gateway LLC, a Delaware Limited Liability Company v. Paul H. Titus, James H. McConomy, Lindsey D. Alton, Thomas D. Arbogast, S. Link Christian, David I. Cohen, Suzanne L. DeWalt, Donald T. Dulac, Jr., Martin J. Hagan, Thomas M. Hardiman, Henry R. Johnston, III, Stephen R. Kaufman, David B. Mulvihill, David G. Oberdick, Manning J. O’Connor II, Debra M. Parrish, Adrian N. Roe, Thomas J. Santone, Mark Stadler, C. Richter Taylor, Jr., Charles B. Watkins, Thomas C. Wettach, as Individuals, Trading and Doing Business as Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy LLP, and Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy, LLP. Appeal of Titus & McConomy LLP and Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy LLP; Trizechahn Gateway LLC, a Delaware Limited Liability Company, Appellant v. Paul H. Titus, James H. McConomy, Lindsey D. Alton, Thomas D. Arbogast, S. Link Christian, David I. Cohen, Suzanne L. DeWalt, Donald T. Dulac, Jr., Martin J. Hagan, Thomas M. Hardiman, Henry R. Johnston, III, Stephen R. Kaufman, David B. Mulvihill, David G. Oberdick, Manning J. O’Connor II, Debra M. Parrish, Adrian N. Roe, Thomas J. Santone, Mark Stadler, C. Richter Taylor, Jr., Charles B. Watkins, Thomas C. Wettach, as Individuals, Trading and Doing Business as Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy LLP, and Titus & McConomy, a Pennsylvania General Partnership, Also Known as Titus & McConomy, LLP
- **Court:** Superior Court of Pennsylvania
- **Decided:** July 3, 2007
- **Citations:** 2007 Pa. Super. 196; 930 A.2d 524; 2007 Pa. Super. LEXIS 2034
- **Precedential status:** Published
- **Opinion:** Concurring in part by Melvin
- **Judges:** Melvin, Bender, Tamilia
- **Cited by:** 11 later opinions in the Frix Law Library

## Citator (automated)

- **Red flag:** Reversed in part, on other grounds by Trizechahn Gateway LLC v. Titus, 601 Pa. 637 (2009).
- Negative treatments: 1
- Distinguished by: 0
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9754619

## Opinion text

CONCURRING AND DISSENTING STATEMENT BY
ORIE MELVIN, J.:
¶ 1 I concur in the majority’s decision in 1050 WDA 2006 and 1091 WDA 2006 to vacate the award of counsel fees and interest, remand for the limited purpose of recalculating interest, and affirm the judgment in all other respects. I also concur in the majority’s decision to affirm the orders challenged on cross-appeal in 1151 WDA 2006.
¶ 2 I dissent, however, from the majority’s decision in 1050 WDA 2006 and 1091 WDA 2006 to reverse the imposition of individual liability against Appellants Thomas D. Arbogast and Thomas C. Wet-tach. While I agree with the majority that Arbogast and Wettach are the only two Appellants conceivably protected against liability under Section 28(i) of the master lease (referred to by the majority as the “absolution clause”), Maj. Op. at 538, I disagree that the latter portion of that same section is ambiguous as to whether they are also protected against liability in their individual capacities. Section 28(i), which I believe should be read as a whole and not carved into separate clauses, clearly means that “such representatives would not be subject to liability merely for having signed” and does not “purport to excuse anyone who might be personally liable on the [master] lease for other reasons.” Trial Court Opinion, 3/31/05, at 21-22. Here, the individual liability of Arbo-gast and Wettach arises not from the fact that they executed the master lease on behalf of the partnership but from their separate juridical existence as general partners. These Appellants, in other words, donned their “representative hat” but did not remove their “partner hat” when they executed the master lease on behalf of the partnership. Accordingly, I would affirm the judgment imposing individual liability on Appellants Arbogast and Wettach.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9754619. Public record. Not legal advice.