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March 10, 2026 Get Citation Alerts Download PDF Add Note

Parke Bank v. Spaeder, G.

Superior Court of Pennsylvania

• Citations: None known
• Docket Number: 118 EDA 2025
• Precedential Status: Non-Precedential

• Judges: Bowes

• Opinion

• Authorities (7)

• Cited By (0)

• Summaries (0)

• Similar Cases (12.8K)

• PDF

Combined Opinion

                        by [Mary Janes Bowes](https://www.courtlistener.com/person/8225/mary-janes-bowes/)

J-A27001-25

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

PARKE BANK : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
:
v. :
:
:
GEORGE J. SPAEDER :
:
Appellant : No. 118 EDA 2025

Appeal from the Order Entered December 17, 2024
In the Court of Common Pleas of Delaware County Civil Division at
No(s): CV-2013-06961

BEFORE: BOWES, J., MURRAY, J., and BECK, J.

MEMORANDUM BY BOWES, J.: FILED MARCH 10, 2026

George J. Spaeder (“Appellant”) appeals from the order granting the

motion for summary judgment filed by Parke Bank and awarding it damages

in the amount of $10,430,209.25. We affirm the court’s order insofar as it

grants summary judgment, but we otherwise reverse and remand for a trial

on damages.

The trial court summarized the circumstances surrounding this litigation

thusly:

On March 6, 2008, Parke Bank entered into a construction loan
agreement with North Charlotte [Road Pottstown LP (“North
Charlotte”)] in the original principal amount of $8,000,000, as
evidenced by a commercial mortgage note [executed by Appellant
in his capacity as manager for North Charlotte]. On that same
date, Appellant executed and delivered to Parke Bank a guaranty
agreement (the “Guaranty”), wherein he agreed to act as
guarantor for North Charlotte’s obligations to Parke Bank in
connection with the note. Appellant also executed a disclosure for
confession of judgment. The loan was obtained to develop and
J-A27001-25

maintain a commercial property venture by Appellant. [Around
this same time, Parke Bank additionally provided several separate
loans to other entities closely-related to North Charlotte and
owned by Appellant’s then-business partner, Bruce Earle.]

In 2011[,] North Charlotte defaulted on its loan with Parke
Bank, which Appellant concedes. Parke Bank confessed judgment
against North Charlotte in a case . . . docketed in the Delaware
County Court of Common Pleas at CV-2012-010301 [(the “North
Charlotte Action”)].

Trial Court Opinion, 3/17/25, at 2-3 (internal citations omitted and

capitalization altered). Appellant was not a named party in the North Charlotte

Action.

North Charlotte filed a petition to strike or open the confessed judgment.

Therein, it asserted that there was a disputed question as to whether it

defaulted on the loan, alleging that Parke Bank “misapplied loan proceeds,

rental income, and funds specifically designated to pay down this loan.”

Motion for Summary Judgment, 9/23/24, at Exhibit 8, ¶ 1 (North Charlotte’s

Petition to Strike Off or Open Judgment). In that vein, North Charlotte

accused Parke Bank of applying payments from North Charlotte to pay down

loans made to other entities, including those owned by Mr. Earle, thereby

creating “financial instability for borrowers and the guarantors” and failing to

abide by the terms of the loan document. See, e.g., id. at ¶¶ 17-21. The

trial court entered an order on June 14, 2013, denying North Charlotte’s

petition. Additionally, as part of the litigation, the parties entered into a

consent order. Among other things, it designated Parke Bank as mortgagee

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J-A27001-25

in possession of the real property in dispute. See generally Motion for

Summary Judgment, 9/23/24, at Exhibit 2 (Consent Order).

In July 2014, Parke Bank initiated the instant case by filing a complaint

to confess judgment against Appellant, as guarantor of the loan. Judgment

was entered by the prothonotary on the same date in the amount of

$10,430,209.25. Appellant timely submitted a petition to open or strike the

judgment, asserting that the complaint and its attachments did not allow the

prothonotary to properly calculate damages. Furthermore, he claimed, like

North Charlotte, that Parke Bank failed to abide by the terms of the loan

agreement, which effectively constituted “material modifications of the loan.”

Appellant’s Petition to Open or Strike, 8/30/2013, at ¶ 25. Appellant

contended that this accordingly voided the Guaranty. After numerous

responsive filings, motions to compel, and a hearing, the trial court entered

an order opening the judgment on May 15, 2014. The order denied the

request to strike.

From that point, the parties briefly engaged in discovery. Otherwise,

this case remained nearly stagnant for approximately a decade. The record

reflects that the parties, as well as other entities closely related to North

Charlotte, became involved in litigation in various jurisdictions for matters

relating to this loan and others distributed by Parke Bank. These included:

(1) a federal action filed by both Appellant and North Charlotte against Parke

Bank asserting claims pursuant to the Racketeer Influenced and Corrupt

Organizations (“RICO”) Act; (2) a subsequent state action initiated by

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J-A27001-25

Appellant against Parke Bank via writ of summons, which was dismissed with

prejudice for failure to file a complaint; and (3) a petition to fix fair market

value filed by Parke Bank in the Montgomery County Court of Common Pleas

(the “Montgomery County Matter”). Of note, in the Montgomery County

Matter, the court established that the fair market value of the property

secured by the instant loan was $4,500,000.00 and that “[t]he amount of

judgment owed to [Parke Bank] that was not discharged by the sale of the

property is $5,369,725.37.” Motion for Summary Judgment, 9/23/24, at

Exhibit 9 (Order Fixing Fair Market Value–Deficiency Judgment).

In 2024, the underlying case was administratively assigned to a new

judge, who scheduled a conference to ascertain the status of litigation. Parke

Bank subsequently filed a motion for summary judgment on September 23,

1. Within, it asserted that there was no dispute that North Charlotte

agreed to the loan, it defaulted, and Appellant agreed to be a guarantor. Parke

Bank further opined that Appellant was barred from advancing the defenses

arising from Parke Bank’s purported misconduct pursuant to the doctrine of

res judicata, as those issues “ha[d] been litigated time and again, each time

resulting in judgment in favor of Parke Bank and against [Appellant] and North

Charlotte.” Motion for Summary Judgment, 9/23/24, at 3.

Appellant responded, arguing that a material question of fact existed

that warranted resolution via trial:

It is admitted that [Appellant] executed the [Guaranty]. However,
due to Parke [Bank]’s unilateral changes of the underlying [loan]
agreement[,] as well as changes agreed to between Parke [Bank]

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J-A27001-25

and North Charlotte, the terms of the Guaranty are no longer
enforceable. As an example, Parke [Bank] admits that it
unilaterally diverted revenue from the payments made for the
benefit of North Charlotte to obligations of third parties. . . . Said
processing of payments violated the express language of the [loan
agreement] and the [pertinent assignment agreements,] . . .
voiding any obligations under the Guaranty originally executed.

Answer to Motion for Summary Judgment, 10/22/24, at ¶ 3 (some

capitalization altered). In support, Appellant cited the transcript of a

deposition taken as to one of Parke Bank’s officers in 2014. Appellant further

disputed that res judicata applied in this matter, maintaining that “this

litigation involves the enforceability of the Guaranty[,] not a relitigation of the

North Charlotte claims. [Parke Bank’s] action seeks recovery under the

Guaranty[,] which [Appellant] contest[s] the enforceability of the obligations

therein.” Id. at ¶ 39.

Following a hearing, the trial court granted Parke Bank’s motion and

entered judgment against Appellant in the amount of $10,430,209.25. This

timely appeal followed. The trial court did not direct Appellant to file a concise

statement of errors pursuant to Pa.R.A.P. 1925(b), and none was filed.

Nevertheless, the court authored a Rule 1925(a) opinion explaining its

rationale for granting summary judgment to Parke Bank.

Appellant presents four claims on appeal, which we have reordered for

ease of disposition:

1. Did the trial court misapply the doctrine of res judicata by finding preclusion based on prior proceedings in which Appellant was neither a party nor had his defenses adjudicated?

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J-A27001-25

1. Did the trial court violate the coordinate jurisdiction doctrine
   by granting summary judgment where a judge of the same court,
   applying the standard mirroring the standard for summary
   judgment, found issues of fact existed requiring a trial?

2. Did the trial court err in granting summary judgment where
   material factual disputes exist regarding the enforceability of a
   commercial guaranty?

3. Did the trial court err by disregarding evidence that Parke
   Bank materially altered the underlying construction loan
   agreement and related documents without consent of the
   guarantor, thereby discharging the Guaranty in finding that Parke
   Bank was entitled to judgment on the Guaranty as a matter of
   law?

Appellant’s brief at 4 (some capitalization altered).

Appellant’s issues all concern the trial court’s decision to grant summary

judgment in favor of Parke Bank. Thus, the standard of review governing all

the claims is as follows:

We view the record in the light most favorable to the nonmoving
party, and all doubts as to the existence of a genuine issue of
material fact must be resolved against the moving party. Only
where there is no genuine issue as to any material fact and it is
clear that the moving party is entitled to a judgment as a matter
of law will summary judgment be entered. Our scope of review of
a trial court’s order granting or denying summary judgment is
plenary, and our standard of review is clear: the trial court’s order
will be reversed only where it is established that the court
committed an error of law or abused its discretion.

Kozel v. Kozel, 97 A.3d 767, 772 (Pa.Super. 2014) (citation omitted).

As will be discussed in more detail below, the trial court’s decision was

based, at least in part, on the application of res judicata. We have outlined

the purpose and elements of that doctrine:

Res judicata, which is also known as claim preclusion, holds that
a final judgment on the merits by a court of competent jurisdiction

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J-A27001-25

will bar any future action on the same cause of action between the
parties and their privies. The res judicata doctrine relieves parties
of the cost and vexation of multiple lawsuits, conserves judicial
resources, and, by preventing inconsistent decisions, encourages
reliance on adjudication. Res judicata precludes parties from
contesting matters that they have had a full and fair opportunity
to litigate.

For res judicata to apply, there must be a concurrence of four
identities: (1) identity of issues; (2) identity of the cause of
action; (3) identity of persons and parties to the action; and (4)
identity of the quality or capacity of the parties suing or sued. Res
judicata prohibits parties involved in prior, concluded litigation
from subsequently asserting claims in a later action that were
raised, or could have been raised, in the previous adjudication.
Thus, a party must raise all matters related to an issue at first
opportunity or be forever barred from raising them again.

Khalil v. Travelers Indemnity Company of America, 273 A.3d 1211,

1223-24 (Pa.Super. 2022) (cleaned up). We further note that “[t]he doctrine

of res judicata subsumes the doctrine of issue preclusion, also known as

collateral estoppel. Thus, res judicata in Pennsylvania encompasses issue

preclusion and claim preclusion.” Khalil v. Cole, 240 A.3d 996, 1001

(Pa.Super. 2020) (citation omitted).

Under this principle, “[t]he parties are considered to meet the ‘identical

parties’ requirement of res judicata if the party against whom the plea is

asserted was a party or in privity with a party to the prior adjudication.”

Cole, 240 A.3d at 1002 (cleaned up, emphasis added). The concept of

“privity” in this context is fluid. In fact, we have noted that it “is a term which

the courts have never been able to define satisfactorily.” Ammon v.

McCloskey, 655 A.2d 549, 554 (Pa.Super. 1995). Nonetheless, we recognize

that, broadly,

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J-A27001-25

[i]t is defined by Black’s Law Dictionary (5th ed. 1979) as “mutual
or successive relationship to the same rights of property. In its
broadest sense, ‘privity’ is defined as mutual or successive
relationships to the same right of property, or such an
identification of interest of one person with another as to
represent the same legal right.”

Id. In different contexts, we have explained the following:

Generally, there is no prevailing definition of “privity” which can
be applied automatically to all cases. Privity for purposes of res
judicata is not established by the mere fact that persons may be
interested in the same question or in proving the same facts. [By
way of example, t]he Restatement (Second) of Judgments applies
principles of res judicata to different parties where one is
vicariously responsible for the conduct of another, such as
principal and agent or master and servant. Restatement (Second)
of Judgments § 51. In such cases there is, in an important sense,
a single claim. The same loss is involved, usually the same
measure of damages, and the same or nearly identical issues of
fact and law.

Day v. Volkswagenwerk Aktiengesellschaft, 464 A.2d 1313, 1317

(Pa.Super. 1983) (cleaned up).

Here, in its Rule 1925(a) opinion, the trial court offered a relatively scant

rationale for its decision to grant summary judgment in favor of Parke Bank.

It first concluded as follows:

In the case sub judice, the record clearly established that North
Charlotte defaulted and failed to repay the loan to Parke Bank.
The record also clearly established that Appellant is a guarantor
of said loan. In his response to the motion for summary
judgment, Appellant asserted that Parke Bank made unilateral
changes to the loan agreement, which rendered his Guaranty void.
Despite this assertion and the court’s prior determination that the
judgment in this case should be opened, this court concluded that
Appellant failed to show any clear, direct, precise and believable
evidence in support of this defense that would be sufficient to
present the issue to a jury.

-8-
J-A27001-25

Trial Court Opinion, 3/17/25, at 4-5 (some capitalization altered).

Alternatively, the court determined, without significant discussion, that

Appellant was precluded pursuant to the doctrine of res judicata from

reasserting its various allegations against Parke Bank in order to open the

judgment. Id. at 5 n.5.

Within its brief, Parke Bank expounds upon the res judicata argument.

It contends that the alleged material facts relied upon by Appellant to open

the judgment, such as that “Parke Bank mishandled and misappropriated

funds, violated loan agreements, and disbursed funds on fraudulent checks,”

were raised and rejected in the North Charlotte Action. See Parke Bank’s brief

at 24. Parke Bank maintains that Appellant’s averments in this case are

identical to those resolved claims. Id. at 24-25. Additionally, the bank argues

that as a guarantor, Appellant’s defenses are solely derivative of any harms

purportedly suffered by North Charlotte, and thus he was in privity with North

Charlotte in that matter. Id. at 25-27; id. at 36 (noting that Appellant “at all

times was intimately involved with North Charlotte. As managing member of

North Charlotte and guarantor of the loan, [Appellant was] in privity with

North Charlotte and has had a full and fair opportunity to litigate any of his

claims against Parke Bank when he filed the North Charlotte petition [to strike

or open] in 2012 and again when he filed the RICO action in 2015.” (some

capitalization altered)).

In contrast, Appellant asserts that none of the requirements to establish

res judicata has been met here. He specifically avers that “not one decision

-9-
J-A27001-25

cited by [Parke Bank] evidences that the identical issue between the parties,

[Appellant]’s defense of the unenforceability of the Guaranty[,] was previously

adjudicated.” Appellant’s brief at 18. In a similar vein, he argues that Parke

Bank has not met its burden of demonstrating that prior courts “necessarily”

ruled against his defenses in rendering their decisions. Id. For example,

Appellant states that in the North Charlotte Action, the fact that North

Charlotte’s petition to open or strike “was denied, does not evidence that a

determination of [Appellant]’s defense to liability under the Guaranty would

have been ‘necessary’ for . . . determination of the petition.” Id. (quotation

marks omitted, some capitalization altered). Finally, he maintains that he was

not an “identical party” to any in the North Charlotte Action, and therefore

was not “fully represented” in that matter. Id. at 18-19.

Upon review of the certified record, the arguments of the parties, and

the applicable law, we find no error with the court’s decision to award

summary judgment in favor of Parke Bank under the facts of this case. More

particularly, we conclude that there is no “genuine issue of material fact”

required to be resolved at a trial as to liability concerning Appellant’s defenses,

which are barred on res judicata grounds. See Kozel, 97 A.3d at 772.

Our finding rests primarily on the prior resolution of the North Charlotte

Action. We find that there was identity as to the issues and cause of action.

See Khalil, 273 A.3d at 1223. Both matters involved confession of judgment

actions filed by Parke Bank arising from either the disputed loan agreement

or, in this case, the Guaranty associated therewith. In the North Charlotte

• 10 - J-A27001-25

Action, North Charlotte argued and fully litigated the claim that the confessed

judgment should be opened based upon Parke Bank’s failure to abide by the

terms of the loan agreement, such as directing payments and rents to pay

down unrelated loans. The court’s rejection of these claims constituted a final

judgment on the merits.

Appellant raises the same factual assertions now, merely differentiating

them by contending that he challenges the enforceability of only the Guaranty,

not the underlying loan. However, his position that the Guaranty is

unenforceable derives exclusively from the same allegations, raised by North

Charlotte over a decade before, that Parke Bank modified the loan agreement

by redirecting payments to reduce Mr. Earle’s other debts. Stated another

way, although Appellant accurately highlights that this case involves a

different governing document, this does not change the fact that the defenses

asserted in both cases are identical and rely upon the same factual allegations

of wrongdoing. As noted, in response to Parke Bank’s motion for summary

judgment, Appellant only cited one piece of testimonial evidence, being

deposition testimony from a Parke Bank officer which Appellant purportedly

entails an admission to redirecting of funds. See Answer to Motion for

Summary Judgment, 10/22/24, at ¶ 3.

Furthermore, we find that there is an “identity of persons and parties to

the action,” particularly on the basis of privity between Appellant and North

• 11 - J-A27001-25

Charlotte.1 See Khalil, 273 A.3d at 1223. As a guarantor of the loan,

Appellant’s liability and exposure were intrinsically tied to North Charlotte’s

performance in repaying or failing to repay the debt. See, e.g., Osprey

Portfolio, LLC v. Izett, 67 A.3d 749, 755-56 (Pa. 2013) (stating that “in

essence, a guaranty is a document defining a guarantor’s liability for another’s

debt and a creditor’s concomitant right to recover from the guarantor if the

debtor does not pay” and that an executed guaranty “denominates the parties’

rights, duties, entitlements, and/or liabilities”).

Although it arose in a different context, namely a discussion of vicarious

liability, we highlighted in Day that “[i]n such cases there is, in an important

sense, a single claim. The same loss is involved, usually the same measure

of damages, and the same or nearly identical issues of fact and law.” Day,

464 A.2d at 1317. The relationship between Appellant and North Charlotte

was of a similar nature here. Parke Bank’s remedy against North Charlotte

and Appellant is the same and arises from a single factual occurrence, North

Charlotte’s undisputed default of the loan. As recounted above, Appellant’s

purported reason to open the confessed judgment as to liability rests upon

the actions or inactions taken by Parke Bank to the loan. Therefore, we

discern that there is “such an identification of interest of one person with

another as to represent the same legal right.” Ammon, 655 A.2d at 554.

---

1 Appellant does not contest the element of res judicata concerning the
“identity of the quality or capacity of the parties suing or sued.” Khalil, 273
A.3d at 1223.

• 12 - J-A27001-25

Moreover, since the time the North Charlotte Action concluded and this

case was initiated, Appellant filed a federal RICO action, wherein both he and

North Charlotte raised claims premised upon the same alleged wrongdoing by

Parke Bank. Appellant had the opportunity to litigate the factual

underpinnings of the very defenses he now raises. Indeed, the RICO action

resulted in a judgment on the merits as to North Charlotte’s claims, which the

court found were barred based upon res judicata arising from the resolution

of the North Charlotte Action. Although the court did not make the same

finding as to Appellant individually, this does not change the fact that

Appellant either presented these disputes or had the full and fair opportunity

to do so as the prosecuting party. See Cole, 240 A.3d at 1002 (stating that

res judicata “covers all matters which could have been raised or presented

in the former action as well as those actually litigated” (emphasis in original)).

Since we determine that Appellant has presented no genuine issue of

material fact warranting a trial as to liability, the court did not err in granting

summary judgment. By necessity, we reject Appellant’s second and related

claim on appeal, that the trial court violated the coordinate jurisdiction rule 2

by granting summary judgment after previously deciding to open the

confessed judgment. Appellant cites no binding legal authority dictating that

---

2 The “coordinate jurisdiction rule commands that upon transfer of a matter

between trial judges of coordinate jurisdiction, a transferee trial judge may
not alter resolution of a legal question previously decided by a transferor trial
judge.” Zane v. Friends Hosp., 836 A.2d 25, 29 (Pa.Super. 2003) (citation
omitted).

• 13 - J-A27001-25

once a court opens a confessed judgment, it is precluded as a matter of law

from later entering summary judgment. Further, we note that the confessed

judgment in this case was opened in 2014, but summary judgment was not

entered until 2024. In the intervening time, not only did Appellant fail to

adduce any new evidence, but there were multiple additional cases wherein

Appellant either had the opportunity to adjudicate these same claims or

refrained from taking advantage of that chance. We therefore affirm the

court’s order to the extent that it grants summary judgment in favor of Parke

Bank as to Appellant’s liability.

However, that does not end our inquiry. Appellant also asserts that he

has raised a genuine factual question relating to the award of damages,

something he has contested since his initial petition to open. Specifically, he

contends:

A further issue of fact, apparent from the record itself, relates to
the amount of the judgment. The determination is clearly
erroneous. Parke [Bank] sold the collateral property and obtained
a deficiency judgment against North Charlotte in the amount of
$5,369,725.37 [in 2015 as part of the Montgomery County
Matter]. Despite the primary obligor, North Charlotte, being
responsible for a judgment in that amount, the trial court held the
guarantor, [Appellant], to a greater standard and entered a
judgment in the amount of $10,430,209.35. The inconsistency
between the awards clearly raised issues of fact to at least the
amount which may be recoverable from [Appellant].

Appellant’s brief at 17 (some capitalization altered).

We agree. In its Rule 1925(a) opinion, the trial court did not discuss

the award of damages in any detail, and Parke Bank does not address this

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claim in any significant way other than to reassert the basic tenets that North

Charlotte indisputably defaulted on a loan. In short, we cannot discern why

Appellant’s contest to the amount of damages does not create a genuine issue

of material fact requiring resolution via factual findings. See, e.g., 42 Pa.C.S.

§ 8103(c)(5) (stating that after a determination by a court to fix the fair

market value of a property, “the debtor shall be released and discharged of

such liability to the judgment creditor to the extent of the fair market value of

said property determined by the court”); 42 Pa.C.S. § 8103(g) (defining a

“debtor” to include a “guarantor . . . and any other person liable directly or

indirectly to a judgment creditor for the payment of a debt”). Therefore, we

reverse the trial court’s order concerning damages and remand for a trial

limited to determining damages.

Order affirmed in part and reversed in part. Case remanded.

Jurisdiction relinquished.

Date: 3/10/2026

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