Myers Water Transfer, LLC d/b/a HydroEdge Solutions v. LOLA Energy PetroCo, LLC; Pocahontas Gas, LLC v. LOLA Energy PetroCo, LLC d/b/a LOLA Energy and Myers Water Transfer, LLC d/b/a HydroEdge Solutions

Summary

The Pennsylvania Superior Court addresses consolidated cross-appeals arising from a contractual dispute over the sale of used freshwater pipe. The court holds that an enforceable contract existed between HydroEdge and LOLA, that Pocahontas was an intended third-party beneficiary, and that LOLA did not intentionally interfere with the HydroEdge-Pocahontas contractual relationship. It vacates the portion of the judgment requiring LOLA to transport the remaining pipe at its own expense and remands for determination of transportation costs already incurred, affirming the judgment in all other respects.

Holdings

1. The parties formed an enforceable contract because their written communications, conduct, and performance demonstrated mutual assent, consideration, and sufficiently definite essential terms, including an estimated quantity of approximately 100,320 feet with a contemplated variation of up to ten percent.
2. The UCC Statute of Frauds was satisfied because LOLA's emails, sent from company email addresses and identifying the representatives by name and position, authenticated the records and demonstrated an intent to adopt the contractual terms.
3. LOLA could not avoid or reform the contract based on mutual mistake because LOLA, as owner and seller, bore the risk of uncertainty concerning the amount of pipe it possessed.
4. The trial court erred by ordering LOLA to transport the remaining pipe and bear transportation costs because specific performance may require only performance of a contractual obligation and cannot contradict the parties' express agreement that HydroEdge would handle trucking and loading.
5. Pocahontas was an intended third-party beneficiary of the LOLA-HydroEdge contract.
6. LOLA did not commit tortious interference because the evidence did not establish that LOLA acted for the specific purpose of harming Pocahontas.

Questions Presented

1. Whether the parties formed an enforceable contract for the sale of approximately 100,320 feet of pipe despite estimated quantity language, alleged lack of mutual assent, and the absence of handwritten signatures.
2. Whether mutual mistake concerning the quantity of pipe available justified avoiding or reforming the contract.
3. Whether the trial court exceeded the contract by ordering LOLA to transport the remaining pipe to HydroEdge when the agreement required HydroEdge to handle trucking and loading.
4. Whether Pocahontas was an intended third-party beneficiary of the LOLA-HydroEdge contract.
5. Whether LOLA intentionally interfered with the contractual relationship between HydroEdge and Pocahontas.

Disposition

reversed_and_remanded