¹ While [Appellants’] counsel argued the bankruptcy petition, circumstances regarding surrender of the [at- issue] vehicle, description of sale and sale process, and several other facts were outside the record, [Appellants] did not dispute any of these facts in argument or in any of [Appellants’] filings. Further, some of these facts the [c]ourt may take judicial notice of, such as the bankruptcy filing by [Appellants] to be discussed further in this opinion. The court can take judicial notice of the bankruptcy petition because it is a matter of public record. [FCB’s] preliminary objections provide a concise statement of the facts that the court wishes to recite below. On October 15, 2015, [Appellants] financed the purchase of a 2013 Ford Taurus (the “vehicle”) from South Park Mitsubishi in Bethel Park, Pennsylvania. They financed the purchase of the vehicle by entering into a Retail Installment Sales Contract (“RISC”). [FCB’s Brief in Support of] Prelim[inary] Objections[ (hereinafter “FCB’s BSPO”), 12/16/20,] at 3…. Immediately thereafter, [FCB] purchased the RISC for value and became the creditor and secured party under the RISC. Id. [Appellants] purchased the vehicle primarily for consumer use, and the RISC is a “consumer credit contract.” Compl. … at 3. The RISC sets forth certain rights and conditions between [FCB] and [Appellants] relating to the vehicle’s purchase and financing. [FCB’s BSPO] at 3. For example, [Appellants] agreed to make 72 monthly payments of $370.49, secured by the vehicle as collateral. Id. The RISC also explained the creditor’s right to repossess the collateral if [Appellants] failed to make the required monthly payments: “If you do not meet your contractual obligations, you may lose the vehicle.” Id. The RISC specifically describes certain conditions that constitute a “default,” including in relevant part, if either “[y]ou do not pay any payment on time” or “[y]ou start a proceeding in bankruptcy.” Id. at 4. In Section 3, the RISC detailed additional charges and fees that may be incurred if the borrowers/buyers defaulted, under the

³ While [Appellants] surrendered the [v]ehicle, it is clear by the briefs and argument of counsel, the process is deemed a repossession of the vehicle. Upon repossession, the vehicle was transported to an auto auction in Altoona, [Pennsylvania]. Id. at 6. Logic dictates, as an appropriate inference by this court, since [Appellants] surrendered the vehicle, they had the opportunity to remove their personal items. [Appellants’] complaint does not allege they needed to travel to Altoona to retrieve any personal possessions left in the vehicle. Id. This was not disputed by [Appellants’] counsel in oral argument. [N.T.] at … 8…. On October 15, 2018, [FCB] sent a Notice of Repossession and Plan to Sell Vehicle (“Notice of Repossession”) to both [Appellants], as co-borrowers. [FCB’s BSPO] at 5. The Notice of Repossession stated, in relevant part, that the vehicle was seized “because you broke promises in our agreement. The vehicle is being stored at Altoona Auto Auction at the address below. We will sell this vehicle at public sale.” Id. The Notice of Repossession also stated the specific “location” where the sale will be held, including the name and address of the auto auction. Id. It further specifically stated that the vehicle will be sold at a “public sale,” which “will be conducted using a sealed bid auction with bids accepted during the dates specified above.” Id.

⁴ Defense counsel explains that the bidding process is a sealed, blind bid auction where bidders submit bids ____________________________________________ 4 Appellant Scott d’Happart received a substantially identical pre-sale notice. See Complaint at ¶ 33 (averring that FCB “issued substantially identical documents titled ‘Notice of Repossession and Plan to Sell Property’ … addressed separately to [Appellants] Scott A. d’Happart and Christina M. d’Happart…”); FCB’s Brief at 8 (“[FCB] sent identical Notices of Repossession and Plan to Sell Vehicle … to both [Appellants] Scott and Christina [d]’Happart, as co-borrowers….”). Consequently, we conduct a single examination of the pre-sale notices sent to each Appellant and refer to the notices in the singular at times throughout this writing. - 24 - J-A08008-22 throughout the entire bidding time frame. The creditor may look at all bids at the end of the time frame and decide whether to take one of the bids submitted or subject the collateral to another sale process. Defense counsel also explains that [Appellants] had every ability to participate in that auction since it is a public sale. [N.T. at 17-18]. TCO at 11-12. On appeal, Appellants essentially argue that FCB’s pre-sale notice does not comply with Section 9614.5 We disagree. Initially, FCB’s pre-sale notice contains the information required by Section 9613(1), as mandated by Section 9614(1)(i). It describes the debtor (Appellants), the secured party (FCB), and the collateral which is the subject of the intended disposition (the 2013 Ford Taurus). See 13 Pa.C.S. § 9613(1)(i), (ii).6 In addition, the pre-sale notice sets forth the method of ____________________________________________ 5 Appellants also argue that FCB is not entitled to Section 9614(3)’s safe harbor protection because FCB did not exactly follow the form of the notification set forth in the statute. See Appellants’ Brief at 19-24; but see 13 Pa.C.S. § 9614(2) (“A particular phrasing of the notification is not required.”). Appellants point out that FCB’s pre-sale notice uses a different title than Section 9614(3)’s form, omits the name and address of Appellants, excludes language pertaining to the cost of an accounting, and does not provide a singular date and time for the sale of the vehicle. Id. at 23-24. We need not address Appellants’ argument that FCB has to follow the safe harbor form exactly to enjoy the safe harbor protection, choosing instead to simply examine whether FCB’s pre-sale notice complies with the requirements of Section 9614. 6 Appellants claim that FCB failed to identify itself as the secured party and Appellants as the debtors. Appellants’ Brief at 26. Specifically, they say that “one of several material items from the statutory ‘safe harbor’ form missing … was the identification of the name and address of the obligors.” Id. Further, they complain that, “[w]hile [FCB] claims to have identified the secured party, its supposed identification lists both [FCB] and Altoona Auto Auction, never - 25 - J-A08008-22 intended disposition (public sale), and the date (November 5 through November 8, 2018), time (9 A.M. to 5:00 P.M.), and location of the public sale (Altoona Auto Auction, 1710 Margaret Avenue, Altoona, Pennsylvania 16603). See 13 Pa.C.S. § 9613(1)(iii), (v).7 ____________________________________________ identifying either as the secured party.” Id. (citation omitted; emphasis in original). We reject these claims. First, with respect to Appellants’ claim that the pre-sale notice did not identify the name and address of the debtors, we note that the pre-sale notices respectively sent to each Appellant identified them by name and listed their account number and vehicle identification number. Additionally, the statute does not explicitly require FCB to include their addresses. See 13 Pa.C.S. § 9613(1)(i) (stating that the contents of a notification of disposition are sufficient if the notification “describes the debtor”). Second, regarding Appellants’ claim that FCB failed to identify itself as the secured party, we observe that the pre-sale notice contains the name and address of FCB, states that Appellants broke promises in their agreement with it and that Appellants owe money to FCB, and conveys that the vehicle is merely being stored at Altoona Auto Auction. See also FCB’s Brief at 33 (additionally noting that Appellants listed FCB as the secured creditor in their verified bankruptcy petition). Thus, we conclude that FCB sufficiently identified itself as the secured party and Appellants as the debtors. 7 Appellants complain that FCB gave a range of dates in its pre-sale notice, purportedly in contravention of Section 9613(1)(v). Appellants’ Brief at 27- 28; see also 13 Pa.C.S. § 9613(1)(v) (requiring that the notification state “the time and place of a public disposition”). They contend that the phrase ‘the time and place of a public disposition’ is “conjunctive, and the secured party must supply both ‘the time’ and ‘the date’ to comply with the disclosure requirement. The phrase is also expressed in the singular, allowing for only one time on one date.” Appellants’ Brief at 28 (emphasis in original). In addition, Appellants argue that “providing a span of an entire business week over which the [v]ehicle could be sold is problematic for practical reasons. If a … sufficient bid is tendered early in the sale period, a borrower could appear at the specified ‘date and time’ only to find the property had already been sold.” Id. However, as FCB persuasively discerns, “nothing in [the statute] mandates that the public sale be held on a single date or at a single, specific hour[,]” and Appellants “cite to no authority in support of this proposition….” FCB’s Brief at 30. FCB also correctly states that, “[w]hile the trial court must - 26 - J-A08008-22 FCB’s pre-sale notice also complies with Section 9613(1)(iv)’s requirement to “state[] that the debtor is entitled to an accounting of the unpaid indebtedness and state[] the charge, if any, for an accounting….” See 13 Pa.C.S. § 9613(1)(iv). The pre-sale notice conveys that “[t]o learn the exact amount you must pay, call us at 800-221-8605. If you want us to explain to you in writing how we have figured the amount that you owe us, you may call us at 800-221-8605 or write us … and request a written explanation.” See Pre-Sale Notice at 1 (single, unnumbered page). We deem this sufficient to satisfy Section 9613(1)(iv).8 ____________________________________________ accept all well-pleaded facts as true and the material inferences that can be derived from those facts, it need not accept as true conclusions of law….” Id. at 36-37 (cleaned up). Furthermore, Appellants’ argument that the property could be sold early in the sale period before a borrower is able to appear is likewise meritless, as FCB’s pre-sale notice specifically states that “[a]ll bids will be opened at the conclusion of the Auction Period and the highest bid will be submitted to us.” Pre-Sale Notice at 1 (single, unnumbered page). As such, no relief is due on this basis. 8 Appellants aver that the pre-sale notice “did not include an affirmative statement that the debtor is entitled to an accounting of unpaid indebtedness with a statement of the charge for such.” Appellants’ Brief at 28 (emphasis in original; citation omitted). We disagree. FCB used the language provided in the safe harbor form to indicate that Appellants were entitled to an accounting. Cf. Pre-Sale Notice at 1 (“To learn the exact amount you must pay, call us at 800-221-8605. If you want us to explain to you in writing how we have figured the amount that you owe us, you may call us at 800-221-8605 or write us at [FCB], Consumer Special Assets Department, 654 Philadelphia Street, Indiana, Pennsylvania 15701, and request a written explanation.”) (single, unnumbered page) with 13 Pa.C.S. § 9614(3) (“To learn the exact amount you must pay, call us at __________ (telephone number). If you want us to explain to you in writing how we have figured the amount that you owe us, you may call us at __________ (telephone number) (or write us at - 27 - J-A08008-22 FCB’s pre-sale notice likewise satisfies the remaining requirements of Section 9614(1). The pre-sale notice includes “a description of any liability for a deficiency of the person to which the notification is sent[.]” See 13 Pa.C.S. § 9614(1)(ii). Specifically, it states that “[t]he money that we get from the sale (after paying our costs) will reduce the amount you owe. If we receive less money than you owe, you will still owe us the difference.” See Pre-Sale Notice at 1 (single, unnumbered page).9 In addition, it sets forth a ____________________________________________ __________ (secured party’s address)) and request a written explanation.”). Moreover, with respect to the accounting charge, FCB observes that Appellants “did not allege in their [c]omplaint that they were charged any fee for an accounting or that they paid any such fee.” FCB’s Brief at 27; id. at 34 (claiming that FCB “did not charge a fee for an accounting, and [Appellants] do not allege otherwise”). Further, FCB notes that: Section 9613(1)(iv), incorporated by referenced by Section 9614(1)(i)[,] only requires the inclusion of the amount to be charged for an accounting “if any.” In fact, the entirety of the sentence indicating the amount to be charged for an accounting in the safe harbor [form] is in parentheses. As reflected by the other provisions in the safe harbor [form] that also appear in parentheses, this means that the sentence is optional and removable. Id. at 27 (internal citations omitted); see also 13 Pa.C.S. § 9614(3) (“(We will charge you $___ for the explanation if we sent you another written explanation of the amount you owe us within the last six months.)”). As a final note, we point out that the pre-sale notice itself included an itemized statement of the amount that Appellants were required to pay to FCB to redeem the vehicle. See Pre-Sale Notice at 1 (single, unnumbered page). Thus, we conclude that no relief is due on this basis. 9 Appellants aver that FCB failed to advise them of their potential liability for a deficiency pursuant to Section 9614(1)(ii) because FCB “did not send any [p]ost-[s]ale [n]otice to [Appellants], and now contends that the information in its [p]re-[s]ale [n]otice had been inaccurate since [Appellants] would not - 28 - J-A08008-22 telephone number where Appellants could inquire about the amount which must be paid to FCB to redeem the collateral, as well as a telephone number and mailing address from which they could seek additional information concerning the disposition and the obligation secured. See 13 Pa.C.S. § 9614(1)(iii), (iv); see Pre-Sale Notice at 1 (single, unnumbered page) (“To learn the exact amount you must pay, call us at 800-221-8605. … If you need more information about the sale, call us at 800-221-8605 or write us at the address above.”).10 Accordingly, we conclude that FCB’s pre-sale notice complied with Section 9614(1). ____________________________________________ be liable for any deficiency.” Appellants’ Brief at 25 (citation and footnote omitted; emphasis in original). We reject this claim. FCB explains that, “[p]ursuant to the terms of the RISC, [Appellants] were liable for any deficiency if [FCB] received less from the sale than they owed on the [v]ehicle. [FCB] ultimately did not seek to collect the deficiency because the debt was discharged in bankruptcy, which is why [FCB] did not send a deficiency notice.” FCB’s Brief at 38-39 (citation omitted); see also Issue 1, supra (determining that we can take judicial notice of the bankruptcy petition and discharge order). Further, FCB says that “the decision not to send a deficiency notice does not somehow render the [pre-sale n]otice legally insufficient. To the contrary, by using the [language provided in the] safe harbor [form], the explanation of the deficiency in the [pre-sale n]otice was sufficient as a matter of law.” Id. at 39 (citation omitted). Again, we concur with FCB. 10 Appellants assert that the pre-sale notice “failed the requirement of [S]ection 9614(1)(iii) of providing a telephone number to determine the amount [Appellants] would need to pay — instead, it provided a telephone number for only part of those payments, and [Appellants] could only learn how much more they would be required to pay from ‘Altoona Auto Auction at the time when you redeem your vehicle.’” Appellants’ Brief at 25 (citation omitted; emphasis in original). We disagree that FCB’s pre-sale notice does not satisfy Section 9614(1)(iii). As set forth above, Section 9614(1)(iii) requires “a telephone number from which the amount which must be paid to - 29 - J-A08008-22 MVSFA Appellants next contend that FCB’s pre-sale notice violated the mandatory provisions of the MVSFA, which they say FCB was obligated to comply with under the UCC. See Appellants’ Brief at 29.11 They explain that, “[w]hile all of [their] causes of action arise under the UCC, the MVSFA addresses the subject of repossessions and disposition sales in the context of ____________________________________________ the secured party to redeem the collateral under section 9623 (relating to right to redeem collateral)…[.]” 13 Pa.C.S. § 9614(1)(iii) (emphasis added). Here, Appellants would not be paying the $25/day storage fee to FCB (i.e., the secured party), but instead to Altoona Auto Auction. See Pre-Sale Notice at 1 (“In addition to paying us the Total Amount Due, you must also pay storage fees of $25 per day and other costs charged by Altoona Auto Auction. These charges must be paid to Altoona Auto Auction at the time when you redeem your vehicle.”) (single, unnumbered page; emphasis added). Moreover, as FCB notes, “Section 9614 does not require that [FCB] provide the phone number to the [v]ehicle’s storage location, nor is it included in the safe harbor notice.” FCB’s Brief at 40 (citation omitted). Thus, based on the plain language of the statute, Appellants do not demonstrate that a violation of Section 9614(1)(iii) occurred. 11 Both parties agree that there is no private right of action under the MVSFA and, therefore, we do not delve further into whether a private right of action exists. See Appellants’ Brief at 10; FCB’s Brief at 23 n.8. Notwithstanding Appellants’ conceding that no private right of action exists under the MVSFA, they argue that “[t]he UCC imposes the requirement of commercial reasonableness upon all aspects of the disposition sale, and [FCB’s] MVSFA violations meant that the sale had been conducted illegally. An illegal sale denying [Appellants] of their protections under the law cannot meet the UCC’s ‘commercial reasonableness’ requirement.” Appellants’ Brief at 10-11; see also 13 Pa.C.S. § 9610(b) (“Every aspect of a disposition of collateral, including the method, manner, time, place and other terms, must be commercially reasonable.”). Thus, Appellants assert that they “did not allege any claim under the MVSFA, rather [they] alleged only a claim under the UCC, premised upon [FCB’s] failure to ensure that all aspects of its disposition were ‘commercially reasonable.’” Appellants’ Brief at 11 (emphasis in original). - 30 - J-A08008-22 consumer-goods transactions — imposing further legal obligations upon [FCB].” Id. Further, they advance that “controlling case law shows that courts must construe the UCC and the MVSFA in pari materia, as a single statute….” Id. (emphasis in original); see also 1 Pa.C.S. § 1932 (“(a) Statutes or parts of statutes are in pari materia when they relate to the same persons or things or to the same class of persons or things. (b) Statutes in pari materia shall be construed together, if possible, as one statute.”).12 Assuming arguendo that FCB was obligated to comply with the MVSFA under the UCC, Appellants would nevertheless fail to demonstrate that FCB ____________________________________________ 12 See also Complaint at ¶¶ 25-26 (“Repossessors of vehicles … are required to comply with both the UCC and the MVSFA…, which must be applied in pari materia. The MVSFA sets forth the notice requirements for secured parties who repossess other than by legal process. Likewise, the UCC sets forth the notice requirements for secured parties who repossess other than by legal process. Therefore, these statutes clearly relate to the same persons or things and/or the same classes of persons or things — debtors whose vehicles were repossessed outside of judicial process.”) (citations omitted). - 31 - J-A08008-22 violated the MVSFA.13, 14 Appellants claim that FCB failed to comply with Section 6254 of the MVSFA, which provides: (a) General rule.--If repossession of a motor vehicle subject to an installment sale contract is effected other than by legal process, the holder shall immediately furnish the buyer with a written notice of repossession. (b) Delivery.--The notice of repossession shall be delivered in person or sent by registered or certified mail to the last known address of the buyer. (c) Contents.--The notice of repossession shall contain the following: (1) The buyer’s right to reinstate the contract, if the holder extends the privilege of reinstatement and redemption of the motor vehicle. ____________________________________________ 13 In ruling on this issue, the trial court determined that the relevant UCC and MVSFA provisions need not be construed in pari materia. See TCO at 15. In reaching this conclusion, it explained that “[t]he statutory language in the relevant UCC and MVSFA provisions is clear and unambiguous[,]” and that “a court may not resort to the rules of statutory construction, including in pari materia, where, as here, the statutory language is clear.” Id. (citing Oliver v. City of Pittsburgh, 11 A.3d 960, 965 (Pa. 2011)); see also DeForte v. Borough of Worthington, 212 A.3d 1018, 1022 (Pa. 2019) (“Laws which apply to the same persons or things or the same class of persons or things are in pari materia and, as such, should be read together where reasonably possible. The concept has long been recognized in Pennsylvania decisional law, and it is codified in the Statutory Construction Act – where it is also applied to ‘parts of statutes.’ Traditionally, the rule has been used as an aid to construction when resolving statutory ambiguities.”) (citations omitted)). Notwithstanding the trial court’s determination that the relevant UCC and MVSFA provisions need not be construed in pari materia, it opined that FCB’s pre-sale notice nevertheless complied with the MVSFA’s requirements. See TCO at 13-15. 14Because we conclude that Appellants fail to show that FCB violated the MVSFA, we need not decide whether the UCC and the MVSFA must be construed in pari materia. - 32 - J-A08008-22 (2) An itemized statement of the total amount required to redeem the motor vehicle by reinstatement or payment of the contract in full. (3) Notice to the buyer of the holder’s intent to resell the motor vehicle at the expiration of 15 days from the date of mailing the notice. (4) The place where the motor vehicle is stored. (5) The name and address of the person to whom the buyer shall make payment or on whom the buyer may serve notice. (6) A statement that any personal property left in the repossessed vehicle will be held for 30 days from the date of the mailing of the notice. (7) The name and address of the person that the buyer may contact to receive a full statement of account as provided by section 6230 (relating to statement of account to buyer). 12 Pa.C.S. § 6254. Appellants initially contend that FCB failed to comply with Section 6254(c)(1). See 12 Pa.C.S. § 6254(c)(1) (stating that the notice of repossession shall contain, inter alia, “[t]he buyer’s right to reinstate the contract, if the holder extends the privilege of reinstatement and redemption of the motor vehicle”) (emphasis added). Appellants argue: [FCB] failed to disclose any information concerning [Appellants’] reinstatement rights. That omission is particularly problematic in this case since [FCB] had an obligation to supply that information under the [RISC], which provided: If we repossess the vehicle, we may, at our option, allow you to get the vehicle back before we sell it by paying all past due payments, late charges, and any other amounts due because you defaulted (reinstate). We will tell you if you may reinstate and how much to pay if you may. Once again, the [t]rial [c]ourt improperly accepted [FCB’s] unverified factual allegations having no support in the record by - 33 - J-A08008-22 finding that … “[FCB] chose not to allow reinstatement.” In so doing, the [t]rial [c]ourt deprived [Appellants] of any opportunity for discovery upon the issue of whether [FCB] made any determination of [Appellants’] reinstatement rights. The [t]rial [c]ourt also ignored that, under [the RISC] and Pennsylvania law, [FCB] had a duty to communicate that information to [Appellants] — and it failed to do that. Appellants’ Brief at 32-33 (internal citations omitted; emphasis in original). This argument warrants no relief. As FCB astutely observes, Appellants “do not and cannot plead any facts showing that they had any right to reinstatement[,]” and the MVSFA does not require FCB “to disclose a non- existent reinstatement right in the repossession notice.” FCB’s Brief at 47 (footnote, emphasis, and unnecessary capitalization omitted). FCB emphasizes that the RISC does not provide Appellants with an actual right to reinstatement, as the RISC “expressly states that [FCB] ‘may, at [its] option,’ allow buyers to reinstate and that [FCB] ‘will tell you if you may reinstate and how much to pay if you may.’” Id. (emphasis in original; citation omitted). Thus, because Appellants do not allege or otherwise establish that FCB extended the privilege of reinstatement to them, FCB had no notification obligation under Section 6254(c)(1). We also conclude that FCB’s pre-sale notice meets the remaining requirements of Section 6254(c). It contains an itemized statement of the total amount required to redeem the vehicle by payment of the contract in full ($13,832.63), notice to Appellants of FCB’s intent to resell the motor vehicle at the expiration of 15 days from the date of mailing the notice (stating that a sale will take place from November 5, 2018 through November 9, 2018, - 34 - J-A08008-22 which was 21 days from the date of the notice), and the place where the vehicle is stored (“The vehicle is being stored at Altoona Auction at the address below.”). See 12 Pa.C.S. § 6254(c)(2)-(c)(4). The pre-sale notice also includes the name and address of the person to whom Appellants shall make payment (FCB’s Consumer Special Assets Department at 654 Philadelphia Street, Indiana, Pennsylvania 15701, and Altoona Auto Auction, 1710 Margaret Avenue, Altoona, Pennsylvania 16603), a statement that any personal property left in the repossessed vehicle will be held for 30 days from the date of the mailing of the notice (“You have the right to reclaim personal property in the vehicle within thirty (30) days after the date of this letter. … Please call 814-942-4213 to arrange a time to pick up the personal property”), and the name and address of the person that Appellants may contact to receive a full statement of account (FCB’s Consumer Special Assets Department at 654 Philadelphia Street). See 12 Pa.C.S. § 6254(c)(5)- (c)(7).15 Thus, even if FCB was obligated to comply with Section 6254 of the MVSFA, we would determine that FCB met its requirements. ____________________________________________ 15 Appellants argue that the pre-sale notice improperly required payments to Altoona Auto Auction, and that FCB could only provide the information for one payee. See Appellants’ Brief at 33-34 (“By improperly advising [Appellants] that they would be required to pay an unliquidated amount to Altoona Auto Auction, [FCB] also failed the requirement of [S]ection 6254(c)(5) of providing the ‘name and address of the person to whom the buyer shall make payment or on whom the buyer may serve notice.’ Rather than provide the information for one payee, as legally required, the [p]re-[s]ale [n]otice improperly required additional payments to Altoona Auto Auction (i.e., an unsecured party, with no privity to [Appellants]). Likewise, the same improper - 35 - J-A08008-22 Issue 3 In Appellants’ third issue, they argue that the trial court “erred by determining that [FCB] had not been required to issue any [p]ost-[s]ale [n]otice to [Appellants] since it did not make any attempt to collect a deficiency.” Appellants’ Brief at 35 (citation omitted). They claim that this determination was incorrect as “(i) the law plainly and unambiguously required [FCB] to issue a [p]ost-[s]ale [n]otice to [Appellants]; (ii) [Appellants] are entitled to the remedies under the UCC for [FCB’s] violations of the MVSFA; and (iii) [FCB’s] unverified allegation that it did not attempt to collect a deficiency is unsupported by the record.” Id. UCC Notwithstanding Appellants’ arguments, the trial court ascertained that, under the UCC’s Section 9616(b), FCB did not have to send a deficiency notice because FCB “did not attempt to collect the deficiency on the [v]ehicle because ____________________________________________ instruction for payments to Altoona Auto Auction also triggered [FCB’s] violation of [S]ection 6254(c)(7), which mandated the disclosure of the ‘name and address of the person that the buyer may contact to receive a full statement of account’ under [S]ection 6254(c)(7)[,] since there would be no single payee.”) (citations omitted). However, Appellants provide no legal support or analysis for these contentions regarding a single payee, and we therefore deem their argument waived. See In re S.T.S., Jr., 76 A.3d 24, 42 (Pa. Super. 2013) (“When an appellant fails to develop his issue in an argument and fails to cite any legal authority, the issue is waived. [M]ere issue spotting without analysis or legal citation to support an assertion precludes our appellate review of a matter.”) (citations and quotation marks omitted). - 36 - J-A08008-22 of [Appellants’] bankruptcy petition….” TCO at 13. Section 9616(b) provides the following: (b) Explanation of calculation.--In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under section 9615 (relating to application of proceeds of disposition; liability for deficiency and right to surplus), the secured party shall comply with one of the following paragraphs: (1) Send an explanation to the debtor or consumer obligor, as applicable, after the disposition and: (i) before or when the secured party accounts to the debtor and pays any surplus or first makes written demand on the consumer obligor after the disposition for payment of the deficiency; and (ii) within 14 days after receipt of a request.[16] (2) In the case of a consumer obligor who is liable for a deficiency, within 14 days after receipt of a request, send to the consumer obligor a record waiving the secured party’s right to a deficiency. 13 Pa.C.S. § 9616(b) (some emphasis added). The relevant comment to Section 9616(b) states: 2. Duty to Send Information Concerning Surplus or Deficiency. This section reflects the view that, in every consumer-goods transaction, the debtor or obligor is entitled to know the amount of a surplus or deficiency and the basis upon which the surplus or deficiency was calculated. Under subsection (b)(1), a secured party is obligated to provide this information (an “explanation,” defined in subsection (a)(1)) no later than the time that it accounts for and pays a surplus or the ____________________________________________ 16 “Request” is defined as “[a] record: (1) authenticated by a debtor or consumer obligor; (2) requesting that the recipient provide an explanation; and (3) sent after disposition of the collateral under [S]ection 9610 (relating to disposition of collateral after default).” 13 Pa.C.S. § 9616(a). Appellants do not allege that they made a request to FCB for an explanation. - 37 - J-A08008-22 time of its first written attempt to collect the deficiency. The obligor need not make a request for an accounting in order to receive an explanation. A secured party who does not attempt to collect a deficiency in writing or account for and pay a surplus has no obligation to send an explanation under subsection (b)(1) and, consequently, cannot be liable for noncompliance. A debtor or secondary obligor need not wait until the secured party commences written collection efforts in order to receive an explanation of how a deficiency or surplus was calculated. Subsection (b)(2) obliges the secured party to send an explanation within 14 days after it receives a “request” (defined in subsection (a)(2)). Comment to 13 Pa.C.S. § 9616 (some emphasis added). Based on Section 9616(b)’s plain language, we discern no violation of it by Appellants. Because FCB could not collect any deficiency due to the bankruptcy court’s discharge order, it was not obligated to send an explanation under Section 9616(b)(1).17 ____________________________________________ 17 We also note that Appellants did not allege in their complaint that they were entitled to a surplus from the sale of the vehicle and/or that FCB tried to account for and pay them a surplus. Instead, Appellants averred that they did not know if their vehicle had been sold, and that they “may have been entitled to a payment from the surplus of a sale, but [FCB’s] failure to supply any [d]isposition [n]otice has left them without any method to determine whether that is the case.” See Complaint at ¶ 53 (emphasis added). However, Section 9616(b) provides that the secured party only must send an explanation if the debtor is actually entitled to a surplus and must only do so after the disposition and before or when it accounts to the debtor and pays any surplus. See 13 Pa.C.S. § 9616(b)(1)(i) (“In a consumer-goods transaction in which the debtor is entitled to a surplus…, the secured party shall comply with one of the following paragraphs… [s]end an explanation to the debtor or consumer obligor, as applicable, after the disposition and … before or when the secured party accounts to the debtor and pays any surplus….”); see also Comment to 13 Pa.C.S. § 9616 (“A secured party who does not attempt to … account for and pay a surplus has no obligation to send - 38 - J-A08008-22 MVSFA Appellants next argue that, “[e]ven if [FCB] was not required to issue a [p]ost-[s]ale [n]otice under [S]ection 9616 of the UCC[, S]ection 6261(d) of the MVSFA unmistakably imposed that obligation.” Appellants’ Brief at 36. Section 6261 of the MVSFA states the following, in pertinent part: § 6261. Deficiency judgment (a) General rule.--If the proceeds of a resale under section 6260 (relating to sale of motor vehicle after repossession) are not sufficient to defray the expenses regarding the repossessed motor vehicle, including the costs under section 6256 (relating to buyer’s liability for costs), the net balance due on the installment sale contract and the amount of accrued late charges authorized by this chapter, the installment seller or holder may recover the deficiency from the buyer or from any person who has succeeded to the obligations of the buyer. *** (d) Deficiency notice.--Within 30 days after the sale of a repossessed motor vehicle, the installment seller or holder shall deliver in person or send by registered or certified mail to the last ____________________________________________ an explanation under subsection (b)(1) and, consequently, cannot be liable for noncompliance.”). Thus, unless Appellants were actually entitled to a surplus and FCB attempted to account for and pay a surplus (neither of which Appellants have alleged), FCB had no obligation to send an explanation under Section 9616. Moreover, as an aside, we additionally point out that, in their bankruptcy petition, Appellants stated that the vehicle was worth significantly less than the amount they owed to FCB under the RISC, making any expectation Appellants had of a surplus from the sale dubious. See footnote 1, supra; see Issue 1, supra (stating that we may take judicial notice of the facts contained within Appellants’ bankruptcy petition). We also note that, if Appellants were concerned about finding out what happened to their vehicle, they could have made a request for an explanation pursuant to Section 9616(b)(1)(ii). See 13 Pa.C.S. § 9616(b)(1)(ii) (stating that the secured party shall send an explanation to the debtor after the disposition and within 14 days after receipt of a request); see also footnote 16, supra (setting forth the definition of ‘request’). - 39 - J-A08008-22 known address of the buyer a deficiency notice containing the following: (1) The sale price of the repossessed motor vehicle. (2) The itemized costs associated with the repossession and sale of the repossessed motor vehicle. (3) The amount of the deficiency owed by the buyer. 12 Pa.C.S. § 6261(a), (d) (some emphasis added). Appellants reiterate that the UCC and the MVSFA “must be read in pari materia[,]” and therefore say they “appropriately sought a remedy under the UCC for [FCB’s] noncompliance with Section 6261 of the MVSFA.” Appellants’ Brief at 37 (citations omitted). Appellants also emphasize that Section 6261(d) states that the installment seller or holder ‘shall deliver’ a deficiency notice to the buyer, suggesting that the installment seller or holder had to send the notice regardless of any attempt to collect a deficiency. See id. at 36; Appellants’ Reply Brief at 5-6. In addressing this issue, the trial court — despite determining that the UCC and the MVSFA provisions need not be construed in pari materia — nevertheless discerned that FCB did not violate Section 6261(d) because FCB “did not attempt to collect the deficiency on the vehicle.” TCO at 15. In addition, FCB argues: [T]he Pennsylvania Statutory Construction Act states that “statutes in pari materia shall be construed together, if possible, as one statute.” 1 Pa.C.S. § 1932. Here, the in pari materia doctrine is simply not applicable and cannot otherwise impose a conflicting duty to send a deficiency notice because the UCC unambiguously states that no such notice is required. [FCB] could not (and did not) attempt to collect any deficiency balance as a matter of law because the debt was discharged by the - 40 - J-A08008-22 bankruptcy court. 11 U.S.C. § 524(a)(2).[18] Thus, the in pari materia doctrine does not apply, and the MVSFA’s requirements relating to the contents of a deficiency notice when such a notice is required are irrelevant here. FCB’s Brief at 58 (emphasis in original). As FCB alludes, assuming arguendo that the UCC and the MVSFA must be read in pari materia, we fail to see how trying to construe the UCC’s Section 9616 and the MVSFA’s Section 6261 together as one statute would override Section 9616’s explicit pronouncement that no deficiency notice is required to be sent where the secured party does not attempt to collect a deficiency. Instead, if we were to construe Section 9616 and Section 6261 together as one statute as Appellants contend we should, we would determine that Section 9616’s clear directive that the secured party does not need to send notice ____________________________________________ 18 The discharge order also advises: Creditors cannot collect discharged debts This order means that no one may make any attempt to collect a discharged debt from the debtors personally. For example, creditors cannot sue, garnish wages, assert a deficiency, or otherwise try to collect from the debtors personally on discharged debts. Creditors cannot contact the debtors by mail, phone, or otherwise in any attempt to collect the debt personally. Creditors who violate this order can be required to pay debtors damages and attorney’s fees. However, a creditor with a lien may enforce a claim against the debtors’ property subject to that lien unless the lien was avoided or eliminated. For example, a creditor may have the right to foreclose a home mortgage or repossess an automobile. FCB’s Preliminary Objections at Exhibit B (“Discharge Order”) at 1 (emphasis in original). See also Issue 1, supra (explaining that we may take judicial notice of discharge order). - 41 - J-A08008-22 where it does not attempt to collect a deficiency would control, given that Section 6261 does not address the specific circumstance of a secured party’s not attempting to collect a deficiency.19 Thus, we disagree with Appellants’ argument that, if the statutes are construed in pari materia, FCB had to send a deficiency notice under the MVSFA’s Section 6261, where FCB did not try to collect the deficiency. FCB’s “Unverified Allegation” ____________________________________________ 19 Appellants argue that “the UCC did not prevent [FCB] from sending [a deficiency] notice…. Thus, the unequivocal requirement to issue a [deficiency n]otice, irrespective of any attempt to collect a deficiency, imposed under the MVSFA — which must be read in par[i] materia with the UCC — incorporated that same requirement into the UCC.” Appellants’ Reply Brief at 5-6 (emphasis in original). We reject this claim. First, in making this assertion, Appellants urge us to ignore the plain language of the UCC, which states that the secured party shall send an explanation before or when it “first makes written demand on the consumer obligor after the disposition for payment of the deficiency[.]” 13 Pa.C.S. § 9616(b)(1)(i). They also disregard the comment to Section 9616, which provides that a secured party who does not attempt to collect a deficiency has no obligation to send an explanation under Section 9616(b)(1) and, consequently, cannot be liable for noncompliance. As such, Appellants would not have us construe the UCC and MVSFA together as one statute, but instead discount the specific, unambiguous language of the UCC to favor its broad interpretation of the MVSFA. We decline to do so. Second, we disagree with Appellants’ contention that the MVSFA unequivocally required FCB to issue a deficiency notice regardless of whether they were attempting to collect the deficiency. Instead, Section 6261(d) of the MVSFA seems to contemplate that the installment seller or holder is seeking to recover the deficiency, given that it instructs that the deficiency notice contain the amount of the deficiency owed by the buyer and the statute itself is entitled ‘Deficiency judgment.’ Finally, as a practical matter, it makes little sense to require the installment seller or holder to send a deficiency notice where the buyer is not liable for a deficiency. - 42 - J-A08008-22 Finally, Appellants complain that the trial court “improperly accepted [FCB’s] unverified allegation that it did not attempt to collect a deficiency, despite the absence of any support in the record for it.” Appellants’ Brief at 37 (citation omitted). In fact, Appellants claim that the pre-sale notice suggested that FCB may have attempted to collect a deficiency because it warned that “[i]f we receive less money than you owe, you will still owe us the difference.” Id. (citations omitted; emphasis in original). No relief is due on this basis. As FCB discerns, Appellants “made no allegation that [FCB] ever attempted to collect the deficiency from them.” FCB’s Brief at 59. Further, it says that, had it done so, Appellants “would have alleged this fact and they likewise likely would have sought to hold [FCB] in contempt for violating the [d]ischarge [o]rder.” Id. (citing In re McNeil, 128 B.R. 603, 607 (Bankr. E.D.Pa. 1991) (attempting to collect debts discharged in bankruptcy exposes creditors to contempt and potential monetary sanctions)).20 In addition, we have already concluded that the trial court was permitted to take judicial notice of Appellants’ bankruptcy petition and the bankruptcy court’s subsequent discharge order. See Issue 1, supra. Accordingly, Appellants are not entitled to relief on this claim. Issue 4 In Appellants’ fourth issue, they advance that “[t]he UCC provides the remedy for [FCB’s] violations of the MVSFA.” Appellants’ Brief at 38 (emphasis ____________________________________________ 20See also footnote 18, supra (setting forth the bankruptcy court’s discharge order advising that creditors cannot collect discharged debts). - 43 - J-A08008-22 and unnecessary capitalization omitted). They, again, say that “courts must read the UCC and MVSFA in pari materia, and the UCC provides the remedy for [FCB’s] violations of the MVSFA.” Id. No relief is due on this issue. Even upon our attempt to read the UCC and the MVSFA in pari materia as Appellants urge us to do, we have uncovered no violations of the MVSFA that would warrant relief under the UCC. Thus, we deem this claim meritless. Issue 5 In Appellants’ fifth issue, they claim that they “have fully pleaded claims under the UCC for [FCB’s] breach of contract, and its conversion of [Appellants’] property.” Appellants’ Brief at 39 (emphasis and unnecessary capitalization omitted). They contend that “those claims are grounded in the requirement of [S]ection 9610 [of the UCC] that ‘[e]very aspect of a disposition of collateral, including the method, manner, time, place and other terms, must be commercially reasonable.’” Id. (quoting 13 Pa.C.S. § 9610). As such, they argue that, “[a]s with UCC remedies for violations of the MVSFA, common law claims trigger violations of the commercial reasonableness requirement under the UCC.” Id. (citation omitted). Breach of Contract To begin, with respect to their breach-of-contract claim, Appellants argue that they fully pleaded their claim relating to FCB’s breach of the RISC. See id. at 39. In their complaint, they averred, in pertinent part, the following: - 44 - J-A08008-22 COUNT IV Statutory Damages for Breach of Contract On Behalf of the Pre-Sale Notice Subclass Pursuant to 13 Pa.C.S.[] §§ 9610 and 9625 108. The preceding paragraphs are incorporated by reference. 109. The claims in this Count are asserted on behalf of the Pre- Sale Notice Subclass. 110. The Financing Agreements[, i.e., the RISC,] between [FCB] and the members of the Pre-Sale Notice Subclass constitute binding agreements between [FCB] and members of the Breach of Contract Subclass. 111. Under the Financing Agreement, [FCB] had a duty to disclose the actual amount borrowers would need to pay to redeem their vehicles. 112. [FCB] breached its duty to disclose the actual amount borrowers would need to pay to redeem their vehicles, requiring instead that they make unauthorized payments to third parties, and that they take additional steps to request that actual amount from [FCB] and from such third parties. 113. Under the Financing Agreement, [FCB] had a duty to disclose whether borrowers could reinstate their loans and, for reinstatement-eligible borrowers, the amount such borrowers would be required to pay to reinstate their loans. 114. [FCB] breached its duty to disclose whether borrowers could reinstate their loans and, for reinstatement-eligible borrowers, the amount such borrowers would be required to pay to reinstate their loans. 115. Under the Financing Agreement, [FCB] had a duty to impose only expenses that [it] actually paid as a direct result of taking the vehicle, holding it, and/or preparing it for sale or selling it. 116. [FCB] breached its duty to impose only expenses that [it] actually paid as a direct result of taking the vehicle, holding it, and/or preparing it for sale or selling it. 117. Under the Financing Agreement, [FCB] had a duty to disclose whether its borrowers could reinstate their loans. - 45 - J-A08008-22 118. [FCB] breached its duty to disclose whether its borrowers could reinstate their loans. 119. Under the Financing Agreement, [FCB] had a duty to disclose the amount its borrowers were required to pay in order to cure and reinstate their loans. 120. [FCB] breached its duty to disclose the amount its borrowers were required to pay in order to cure and reinstate their loans. 121. As a direct and proximate result of [FCB’s] foregoing breaches of its obligations under the Financing Agreement, the members of the Pre-Sale Notice Subclass did not receive the disclosures and information to which they were entitled under the Financing Agreements. 122. Consequently, the members of such Subclass did not receive information sufficient to enable them to determine whether they could or should exercise their rights of redemption, reinstatement, or to participate at any sale. 123. [FCB’s] failure to meet its contractual obligations to [Appellants] in the context of a disposition sale was commercially unreasonable, per se, and [FCB] violated the requirement of the UCC that all aspects of the sale be commercially reasonable [pursuant to S]ection 9610(b). 124. Accordingly, [FCB] is liable to each member of such Subclass for statutory damages [in] an amount not less than the credit service charge plus 10% of the principal amount of the obligation or the time price differential plus 10% of the cash price pursuant to UCC [S]ection 9625(c). Complaint at ¶¶ 108-24. Here, the trial court determined that Appellants did not plead the required elements to support a breach-of-contract claim, opining: For a [p]laintiff to bring a sustainable breach of contract claim, [the plaintiff] must successfully plead three elements: (1) the existence of a contract between the parties; (2) the breach of the contract’s terms; and (3) resultant damages. Meyer, Darragh, Buckler v. Law Firm of Malone Middleman, [137 A.3d 1247 (Pa. 2016)]. In this present case, there was a contract between these parties. However, there is no indication that [FCB] breached the contract’s terms. [Appellants] do not cite a section of the - 46 - J-A08008-22 RISC that [FCB] did not comply with. [Appellants] have also failed to plead damages as a result. They ask for statutory damages as a remedy, which they would not be entitled to. TCO at 17 (internal citation omitted). We agree with the trial court that Appellants failed to establish that FCB breached the RISC. The RISC states, in relevant part: 3. IF YOU PAY LATE OR BREAK YOUR OTHER PROMISES *** b. You may have to pay all you owe at once. If you break your promises (default), we may demand that you pay all you owe on this contract at once. Default means:  You do not pay any payment on time;  You give false or misleading information on a credit application;  You start a proceeding in bankruptcy or one is started against you or your property; or  You break any agreements in this contract. The amount you will owe will be the unpaid part of the Amount Financed plus the earned and unpaid part of the Finance Charge, any late charges, and any amounts due because you defaulted. *** d. We may take the vehicle from you. If you default, we may take (repossess) the vehicle from you if we do so peacefully and the law allows it. If your vehicle has an electronic tracking device, you agree that we may use the device to find the vehicle. If we take the vehicle, any accessories, equipment, and replacement parts will stay with the vehicle. If any personal items are in the vehicle, we may store them for you at your expense. If you do not ask for these items back, we may dispose of them as the law allows. - 47 - J-A08008-22 e. How you can get the vehicle back if we take it. If we repossess the vehicle, you may get it back by paying the unpaid part of the Amount Financed plus the earned and unpaid part of the Finance Charge, any late charges, and any other amounts lawfully due under the contract (redeem). Your right to redeem ends when we sell the vehicle. We will tell you how much to pay to redeem. If we repossess the vehicle, we may, at our option, allow you to get the vehicle back before we sell it by paying all past due payments, late charges, and any other amounts due because you defaulted (reinstate). We will tell you if you may reinstate and how much to pay if you may. If you are in default for more than 15 days when we take the vehicle, the amount you must pay to redeem or reinstate will also include the expenses of taking the vehicle, holding it, and preparing it for sale. f. We will sell the vehicle if you do not get it back. If you do not redeem or, at our option, reinstate, we will sell the vehicle. We will send you a written notice of sale before selling the vehicle. We will apply the money from the sale, less allowed expenses, to the amount you owe. Allowed expenses are expenses we pay as a direct result of taking the vehicle, holding it, preparing it for sale, and selling it, as the law allows. Reasonable attorney fees and court costs the law permits are also allowed expenses. If any money is left (surplus), we will pay it to you unless the law requires us to pay it to someone else. If money from the sale is not enough to pay the amount you owe, you may have to pay the rest to us. If you do not pay this amount when we ask, we may charge you interest at a rate not exceeding the highest lawful rate until you pay. Complaint at Exhibit 1 (“RISC”) at ¶¶ 3(b), (d), (e), (f) (emphasis in original; unnumbered pages). Appellants first allege that, under the RISC, FCB had a duty to disclose the actual amount borrowers would need to pay to redeem their vehicles, and breached that duty by requiring that Appellants make unauthorized payments - 48 - J-A08008-22 to third parties (i.e., Altoona Auto Auction) and take additional steps to request the actual amount to redeem from FCB and from such third parties. Id. at ¶¶ 111-12. This allegation is belied by the RISC and the pre-sale notice Appellants attached to their complaint. As set forth supra, the RISC states that FCB “will tell you how much to pay to redeem.” See RISC at ¶ 3(e).21 After repossessing Appellants’ vehicle, FCB sent its pre-sale notice to Appellants, which included an itemized statement of the amount Appellants were required to pay to FCB to redeem the vehicle as of that date, advised that Appellants must also pay a storage fee of $25/day and other costs charged by Altoona Auto Auction, and provided a phone number for Appellants to call “[t]o learn the exact amount you must pay[.]” See Pre-Sale Notice at 1 (single, unnumbered page). Based on the foregoing, FCB’s duty under the RISC was to tell Appellants how much to pay to redeem, and it followed through on that duty by giving them the relevant information, including how to inquire further about the exact amount they would owe if they sought to redeem the vehicle. We note that Appellants do not allege that they attempted to call the phone number provided to inquire about the exact amount due. Thus, the record does not support that FCB failed to tell Appellants how much to pay to redeem, and we therefore reject Appellants’ legal conclusion that FCB breached the contract in this way. See ____________________________________________ 21 Notably, the RISC does not specifically promise that FCB would send Appellants a letter with the precise amount that Appellant must pay in order to redeem. It also does not say that all payments Appellants would have to make to redeem the vehicle would be to FCB. - 49 - J-A08008-22 Joyce v. Erie Ins. Exchange, 74 A.3d 157, 168 (Pa. Super. 2013) (explaining that “[w]hile we accept [the a]ppellant’s averments of fact as true for purposes of reviewing preliminary objections, [c]onclusions of law … are not admitted by a demurrer[,]” and “[w]hether [the appellee] breached a duty imposed by contract is a legal conclusion”) (cleaned up). Second, Appellants averred that, pursuant to the RISC, FCB had a “duty to disclose whether borrowers could reinstate their loans and, for reinstatement-eligible borrowers, the amount such borrowers would be required to pay to reinstate their loans.” Complaint at ¶ 113; see also id. at ¶¶ 117, 119. Appellants alleged in their complaint that FCB breached this duty. Id. at ¶¶ 114, 118, 120. Again, we disagree. The RISC sets forth that “[i]f we repossess the vehicle, we may, at our option, allow you to get the vehicle back before we sell it by paying all past due payments, late charges, and any other amounts due because you defaulted (reinstate). We will tell you if you may reinstate and how much to pay if you may.” RISC at ¶ 3(e) (emphasis added). Based on the language of the RISC, we do not agree with Appellants that FCB had to disclose, either way, whether borrowers could reinstate their loans; instead, the RISC promised that FCB would tell borrowers if they may reinstate. In other words, if FCB opted to not allow reinstatement, it had no duty to disclose that. Appellants do not allege that FCB allowed them to reinstate their loan but failed to advise them of that option. Further, because Appellants do not allege that FCB allowed them to reinstate their loan, FCB also had no duty to - 50 - J-A08008-22 disclose the amount they had to pay to reinstate. Thus, the RISC, the pre- sale notice, and the facts alleged do not support Appellants’ conclusion of law that FCB breached the RISC on this basis. See Joyce, supra. Third, Appellants claim that, under the RISC, FCB had a duty to impose only expenses that it actually paid as a direct result of taking the vehicle, holding it, and/or preparing it for sale or selling it. Complaint at ¶ 115. Based on our review of the complaint, it appears that Appellants aver that FCB breached this duty by requiring Appellants to pay storage costs and other charges directly to Altoona Auto Auction in violation of the RISC. Id. at ¶¶ 5- 6, 116. Further, Appellants alleged that FCB “is not required to pay storage fees to third parties for borrowers’ vehicles, nor is [it] required to pay the undisclosed ‘other charges,’ which [FCB] improperly requires its borrowers to pay to third parties, without any basis under the law or the [RISC].” Id. at ¶ 7; see also id. at ¶ 116. Again, we determine that the RISC and the pre-sale notice do not support this breach-of-contract claim. The RISC generally provides that “[i]f you are in default for more than 15 days when we take the vehicle, the amount you must pay to redeem or reinstate will also include the expenses of taking the vehicle, holding it, and preparing it for sale.” RISC at ¶ 3(e). It also states that, “[i]f any personal items are in the vehicle, we may store them for you at your expense.” Id. at ¶ 3(d). The record establishes that Appellants were in default for more than 15 days when FCB obtained the vehicle. See id. at ¶ 3(b) (stating that default means, inter alia, starting a proceeding in - 51 - J-A08008-22 bankruptcy); Bankruptcy Petition (showing that Appellants filed for bankruptcy on November 13, 2017); Complaint at ¶ 29 (alleging that FCB repossessed the vehicle in October of 2018). Therefore, pursuant to the RISC, the amount Appellants must pay to redeem would include the expenses of taking the vehicle, holding it, and preparing it for sale. Moreover, Appellants point us to nothing in the RISC that says those expenses must be paid directly to FCB, and our own review uncovers no such requirement.22 Therefore, FCB did not breach the RISC by stating in the pre-sale notice that “[i]n addition to paying us the Total Amount Due, you must also pay storage fees of $25 per day and other costs charged by Altoona Auto Auction. These charges must be paid to Altoona Auto Auction at the time when you redeem your vehicle.” Pre- sale Notice at 1 (single, unnumbered page). As such, we conclude that the RISC and the pre-sale notice likewise do not support that FCB breached the RISC in this manner. See Joyce, supra. Thus, all of Appellants’ breach-of- contract claims fail. Conversion ____________________________________________ 22 We note that the RISC states that “[w]e will apply the money from the sale, less allowed expenses, to the amount you owe. Allowed expenses are expenses we pay as a direct result of taking the vehicle, holding it, preparing it for sale, and selling it, as the law allows. Reasonable attorney fees and court costs the law permits are also allowed expenses.” RISC at ¶ 3(f). We read this provision as permitting FCB to deduct certain expenses it paid from the amount of money received for the vehicle at the sale. We do not read it as prohibiting FCB from having Appellants pay storage costs and other charges directly to a third party, instead of to FCB. - 52 - J-A08008-22 Regarding their conversion claim, Appellants similarly argue that they “have fully pleaded all of the elements of [FCB’s] unlawful conversion.” Appellants’ Brief at 40 (citations omitted). In their complaint, they alleged, in relevant part, the following: COUNT V Statutory Damages for Conversion On Behalf of the Pre-Sale Notice Subclass Pursuant to 13 Pa.C.S.[] §§ 9610 and 9625 125. The preceding paragraphs are incorporated by reference. 126. The claims in this Count are asserted on behalf of the Pre- Sale Notice Subclass. 127. [FCB] interfered with the lawful use and possession of the vehicles of the members of the Pre-Sale Notice Subclass by unlawfully causing them to be sold without first complying with their obligations under the law. 128. [FCB] disposed of the vehicles of members of the Pre-Sale Notice Subclass without their consent. 129. Because the [pre-]sale notices that [FCB] issued to the members of the Pre-Sale Notice Subclass were defective under the UCC, the MVSFA and/or the Financing Agreements[, i.e., the RISC], [FCB] lacked lawful justification to dispose of the vehicles of members of the Pre-Sale Notice Subclass. 130. [FCB’s] unlawful conversion of [Appellants’] vehicle[] in the context of a disposition sale was commercially unreasonable, per se, and [FCB] violated the requirement of the UCC that all aspects of the sale be commercially reasonable [under S]ection 9610(b). 131. Accordingly, [FCB] is liable to each member of such Subclass for statutory damages [in] an amount not less than the credit service charge plus 10% of the principal amount of the obligation or the time price differential plus 10% of the cash price pursuant to UCC [S]ection 9625(c). Complaint at ¶¶ 125-31. - 53 - J-A08008-22 In considering FCB’s preliminary objections to Appellants’ conversion claim, the trial court opined: Conversion is a tort by which the defendant deprives the plaintiff of his right to personal property or interferes with the plaintiff’s use or possession of personal property without the plaintiff’s consent and without lawful justification. Stevenson v. Economy Bank of Ambridge, 197 A.2d 721, 726 (Pa. 1964). [Appellants] do not allege that they made the required monthly payments on their [v]ehicle. As a result of [Appellants’] default, [FCB] had the right to repossess the [v]ehicle. [Appellants] also willingly surrendered the [v]ehicle to [FCB].[23] Therefore, [FCB] had the lawful right to repossess the vehicle and [Appellants’] conversion claim would not be successful. TCO at 17 (emphasis in original). Appellants do not convince us that the trial court erred. They claim that “[b]ecause the [pre-]sale notices that [FCB] issued to the members of the Pre-Sale Notice Subclass were defective under the UCC, the MVSFA and/or the Financing Agreements[, i.e., the RISC], [FCB] lacked lawful justification to dispose of the vehicles of members of the Pre-Sale Notice Subclass.” Complaint at ¶ 129; see also Appellants’ Reply Brief at 12 (arguing that FCB’s “failure to comply with the provisions of the UCC and MVSFA left it without any lawful justification to sell the [v]ehicle — since disposition sales can only be conducted in compliance with the law. Plainly, the unlawful sale described in [Appellants’] UCC claim describing the common law claim of conversion exposed [FCB] to statutory damages under the UCC”). However, we have already determined that FCB’s pre-sale notice was sufficient under the UCC, ____________________________________________ 23Because Appellants did not plead that they surrendered the vehicle in their complaint, we disregard this statement by the trial court. See Issue 1, supra. - 54 - J-A08008-22 the MVSFA, and the RISC. Thus, we reject Appellants’ legal conclusion that FCB lacked lawful justification to dispose of the vehicle. See Joyce, supra. No relief is due on this basis. Issue 6 In Appellants’ sixth issue, they argue that “the gist of action doctrine does not preclude any of [their] causes of action.” Appellants’ Brief at 41 (emphasis and unnecessary capitalization omitted).24 Below, the trial court determined that, “[b]ecause [Appellants’] conversion claim is based on [FCB’s] alleged default of the [RISC], Pennsylvania’s [g]ist of the [a]ction [d]octrine precludes recovery.” TCO at 19. Appellants claim that the trial court erred on this basis, as FCB’s “duty to abstain from unlawful interference ____________________________________________ 24 This Court has explained: The question of whether the gist of the action doctrine applies is an issue of law subject to plenary review. A claim should be limited to a contract claim when the parties’ obligations are defined by the terms of the contracts, and not by the larger social policies embodied by the law of torts. … Courts have held that the doctrine bars tort claims: (1) arising solely from a contract between the parties; (2) where the duties allegedly breached were created and grounded in the contract itself; (3) where the liability stems from a contract; or (4) where the tort claim essentially duplicates a breach of contract claim or the success of which is wholly dependent on the terms of a contract. J.J. DeLuca Co., Inc. v. Toll Naval Associates, 56 A.3d 402, 413 (Pa. Super. 2012) (cleaned up). - 55 - J-A08008-22 with [Appellants’] property interests does not stem from any contract[,]” and they assert that “the gist of the action doctrine can have no application when all of [Appellants’] claims are for statutory damages under the UCC.” Appellants’ Brief at 41 (citation omitted); Appellants’ Reply Brief at 11. Because we have already concluded that Appellants failed to establish FCB’s conversion of their vehicle, see Issue 5, supra, we need not address whether that claim is barred by the gist of the action doctrine. Accordingly, we do not delve into Appellants’ sixth issue further. Issue 7 In Appellants’ seventh and final issue, they argue that “the trial court erred by dismissing [their] complaint without permitting them an opportunity to amend.” Appellants’ Brief at 43 (emphasis and capitalization omitted). They say that, “[e]ven if dismissal of this case had been justifiable under the law…[, Appellants] should nevertheless had [sic] been permitted to amend their pleading to cure any alleged defect.” Id. Appellants have waived this issue by not seeking leave to amend their complaint with the trial court. As FCB aptly explains, [t]he only time a plaintiff has an automatic right to amend a complaint is within twenty days of the filing of the defendant’s preliminary objections. Pa.R.C[iv].P. 1028(c)(1). In all instances not covered by Rule 1028(c)(1), a plaintiff must obtain either the defendant’s consent or leave of court. Pa.R.C[iv].P. 1033. And under those circumstances, the decision whether to grant leave to amend a pleading is within the trial court’s sound discretion. Schwarzwaelder[ v. Fox,] 895 A.2d [614, 621 (Pa. Super. 2006)]. A court abuses its discretion if it misapplies the law or exercises its judgment in a way that is “manifestly unreasonable, - 56 - J-A08008-22 or the result of partiality, prejudice, bias or ill-will.” Pader v. Baker Concrete Constr., Inc., 658 A.2d 341, 343 (Pa. 1995). Our Supreme Court has already specifically held that a plaintiff waives any request to amend the complaint by failing to raise it before the trial court. See Werner v. Zazyczny, 681 A.2d 1331, 133[8] (Pa. 1996). In addressing the claim of trial court error for failing to grant leave to amend after it sustained the defendant’s preliminary objections, the Pennsylvania Supreme Court in Werner held: Here, [the] petitioner’s claim fails because he never requested that the Commonwealth Court allow him leave to amend. [The petitioner] fails to cite to any case law, and we can find none, requiring a court to sua sponte order or require a party to amend his pleading. Id. See also Spain v. Vicente, 461 A.2d 833, 837 (Pa. Super. 1983) (trial court did not err in refusing to permit [the] plaintiff to amend [the] complaint, in part, because [the] plaintiff had not filed [a] formal motion for leave to amend). As in Werner, [Appellants] did not request leave to amend their [c]omplaint, nor do they claim (or cite to any authority to support the proposition) that the trial court had an obligation to sua sponte allow amendment. Therefore, no relief is due. FCB’s Brief at 71-73. - 57 - J-A08008-22 We agree with FCB’s analysis.25 As Appellants did not ask the trial court to allow them to amend their complaint, they have waived this claim.26 In sum, none of Appellants’ seven issues warrant relief. Accordingly, we affirm the trial court’s order sustaining FCB’s preliminary objections and dismissing Appellants’ complaint with prejudice. Order affirmed. ____________________________________________ 25 We also point out that Appellants do not specify in their brief how they wish to amend their complaint, so as to establish that the amendment would not be futile. See Stempler v. Frankford Ford Trust Co., 529 A.2d 521, 524- 25 (Pa. Super. 1987) (“Even at this late stage in the proceedings the appellant has given no indication of facts on which a cause of action could be based. The grant of a demurrer would obviously be meaningless if the concept of amendment to a pleading were extended to permit one who has articulated no basis for a cause of action, to continue searching until one may be located. The liberality in allowing amendments must not be construed to permit amendments at any time where ample opportunity is given to amend a pleading and a party refuses to do so but persists in its claim that a cause of action has been set forth. In these circumstances once a court has properly determined that a cause of action does not exist, there is no abuse of discretion in denying an amendment where the facts already established indicate that the amendment would be futile.”). 26 In their reply brief, Appellants argue that they preserved this issue for appeal in their Rule 1925(b) concise statement, and claim that they could not have sought leave to amend earlier because the trial court did not provide a legal explanation for sustaining FCB’s preliminary objections until it filed its Rule 1925(a) opinion. Appellants’ Reply Brief at 13. We are unpersuaded by this argument. Initially, after FCB filed its preliminary objections, Appellants could have asked the trial court to grant them leave to amend their complaint in the event the trial court sustained the preliminary objections. Additionally, Appellants do not explain why they could not have sought leave to amend their complaint — and request that the trial court clarify its order — in the period of time between the trial court’s sustaining FCB’s preliminary objections and Appellants’ filing their notice of appeal. - 58 - J-A08008-22 Judgment Entered. Joseph D. Seletyn, Esq. Prothonotary Date: 7/8/2022 - 59 -