Full Opinion

J-A22040-26 NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37 IN RE: THE ESTATE OF: DALE C. : IN THE SUPERIOR COURT OF STOFFEL, DECEASED : PENNSYLVANIA : : APPEAL OF: JOHN H. QUINN, JR. AND : ROBERT A. GAZZOLA : : : : No. 236 WDA 2025 Appeal from the Order Entered January 31, 2025 In the Court of Common Pleas of Washington County Orphans’ Court at No(s): 63-2004-1421 BEFORE: BOWES, J., OLSON, J., and MURRAY, J. MEMORANDUM BY MURRAY, J.: FILED: October 22, 2026 John H. Quinn, Jr. (Quinn), and Robert A. Gazzola (Gazzola) (collectively, Appellants) appeal from the orphans’ court’s order granting the amended petition (Petition) filed by Barbara Stoffel (Ms. Stoffel), the widow of Dale C. Stoffel (Decedent), and (a) removing Quinn as the executor of Decedent’s estate (the Estate); (b) disqualifying Quinn from acting as trustee of the testamentary trust created by Decedent’s will (the Trust); (c) removing Gazzola as successor administrator of the Estate; (d) directing Quinn to file an accounting of his actions as executor/trustee; and (e) appointing Ms. Stoffel as the administrator of the Estate and sole trustee of the Trust. After careful consideration, we affirm. The comprehensive history of this case can be gleaned from the Petition, the notes of testimony from the hearing held on the Petition, and the orphans’ J-A22040-26 court’s opinion. As alleged in the Petition, Decedent, a resident of Washington County, Pennsylvania, died suddenly on December 10, 2004. Petition, 6/5/23, ¶ 6. Decedent was survived by Ms. Stoffel and their two children. Orphans’ Court Opinion, 7/15/25, at 2. At the time of his death, Decedent served as the president, chief executive officer, and director of Wye Oak Technology, Inc. (Wye Oak). Decedent also owned 100% of Wye Oak’s outstanding shares of stock. Petition, 6/5/23, ¶ 7. Decedent executed a will (the Will) on September 14, 2001, naming Quinn, a licensed attorney, as executor, and which bequeathed to Ms. Stoffel all of Decedent’s tangible personal property. Id. ¶ 12. In addition, Article IV of the Will created a “Bypass Trust” (the Trust) naming Quinn as its sole trustee. Id. ¶ 14. According to the Petition, [Quinn] was to pay to [Ms. Stoffel] “such portions of the principal of the Bypass Trust as [Quinn] deems advisable to provide liberally for [Ms. Stoffel’s] health, education, support and maintenance after taking into account [Ms. Stoffel’s] other resources.” Decedent’s will further provides that upon the death of [Ms. Stoffel], the Trustee “shall divide the remaining Bypass Trust principal into equal shares” and distribute an equal share to a trust for each of the children born of [Ms. Stoffel] and Decedent if any are then living, or if not, to their issue then living, per stirpes, subject the Trust Provisions of Article IX of the Will. Id. ¶¶ 15-16.1 Decedent’s Will further bequeathed to Ms. Stoffel the residue of the Estate. Id. ¶ 17. ____________________________________________ 1 The Petition did not include citations for the quoted provisions of the Will. -2- J-A22040-26 As the orphans’ court described in its opinion, following Decedent’s death, letters testamentary were granted to [Quinn] … on December 27th, 2004. On March 28, 2006, [Quinn, as executor,] filed an inventory of the Estate’s assets as of the date of death[,] which listed two bank accounts with a combined value of $15,364.56; stock shares in two closely held companies: the CLI Group and its subsidiaries[,] valued at $1,000,000.00; and shares in Wye Oak … totaling $1,000,000.00; personal property valued at $1,500, and liabilities totaling $149,262.02.[FN1] The net value of the Estate as of the date of death … was stated as $1,906,777.54. Not shown on the inventory[,] but comprising a large, unliquidated asset of the Estate[,] was and continues to be an award of approximately $120 million granted to Wye Oak in litigation against the Republic of Iraq [(Iraq) (the Iraq Litigation)] arising out of unpaid government contracts and the death of [] Decedent [in Iraq]. [Quinn] continued to serve as executor of the Estate and trustee of the [] Trust until January 29, 2025. [FN1] Included in the liabilities listed on the inventory and on the inheritance tax return is the amount of $125,505.43 in attorneys’ fees owed to Quinn, Racusin & Gazzola Chartered [(QRG)], [Quinn’s] law firm. Orphans’ Court Opinion, 7/15/25, at 2 (capitalization modified; footnote in original). The Iraq Litigation A substantial asset of the Estate is the judgment entered in the Iraq Litigation. By way of background, in 2004, prior to Decedent’s death, Wye Oak entered into a contract with Iraq and the Ministry of Defense of Iraq -3- J-A22040-26 (Ministry) (collectively, the Iraq Defendants). Petition, 6/5/23, ¶ 7. As described by Charles Allen Foster, Esquire (Attorney Foster),2 Wye Oak was a government contractor, and at the instance [sic] of General David Petraeus, [Wye Oak] became a contractor to the Department of Defense of the Republic of Iraq. [Wye Oak’s] job was to renovate armored vehicles in preparation for the reconstitution of the Iraqi army, so that, as President [George W.] Bush put it, they could stand up, and we could stand down. So it was an essential part of the foreign policy of the United States as to what [Wye Oak] was doing in Iraq. They performed admirably, exceeding the requirements of the contract. [Wye Oak] gave a bill for their work to date of approximately $27 million. Iraq didn’t pay. The Secretary of Defense got involved, and ordered that something be done to get the program back on track. They had a big meeting in Baghdad. The Iraqis promised to pay in three days. [Decedent] went to collect the money, and he was murdered, rather than paid. As a result, the [Iraq Litigation] began in 2009. [Decedent] was murdered in 2004, but the lawsuit was filed in 2009, and it essentially went nowhere until 2018…. N.T., 1/29/25, at 10. On November 15, 2019, the federal district court entered a judgment against the Iraq Defendants, jointly and severally[,] … for the amount of $120,742,030.78, which included the final judgment amount of $120,338,393.71, plus $10,909.11 per day for each day after October 9, 2019, through and including November 15, 2019. Petition, 6/5/23, ¶ 27 (quotation marks omitted; punctuation modified). ____________________________________________ 2 Attorney Foster and his law firm later represented Wye Oak in the Iraq Litigation. -4- J-A22040-26 On May 12, 2020, the federal court denied Wye Oak’s request that the Iraq Defendants be deemed liable for attorneys’ fees equal to a 46% contingency fee. Id. ¶ 29. The federal court instead directed Wye Oak to file a “lodestar fee.”3 Id. A fee dispute subsequently arose between the attorneys/law firms representing Wye Oak in the Iraq Litigation (the Fee Dispute). On August 17, 2021, the federal court entered judgment in the Iraq Litigation, which included an attorneys’ fee award of $7,672,487.89 to Wye Oak. Id. ¶ 30. On December 4, 2024, the United States Court of Appeals for the District of Columbia Circuit vacated the fee award and remanded the matter to the federal district court. Wye Oak Tech., 2024 U.S. App. LEXIS 30747, *1-2 (D.C. Cir. filed Dec. 4, 2024) (order). “On August 29, 2024, Wye Oak filed a Petition for Rehearing and Suggestion for Rehearing En Banc in the ____________________________________________ 3 Our federal courts have explained that there are two primary methods for calculating attorneys’ fees awards: the percentage-of-recovery method and the lodestar method. The percentage-of-recovery method “resembles a contingent fee in that it awards counsel a variable percentage of the amount recovered for the class.” In re Cendant Corp. PRIDES Litig., 243 F.3d 722, 732 n.10 (3d Cir. 2001) (quotation marks and citation omitted). “The lodestar amount represents the number of hours reasonably worked on a case multiplied by the reasonable hourly rate.” Wells v. Bowen, 855 F.2d 37, 43 (2d Cir. 1988) (citing Pennsylvania v. Delaware Valley Citizens’ Council for Clean Air, 478 U.S. 546, 564, 106 S. Ct. 3088, 92 L. Ed. 2d 439 (1987)). See also Lindy Bros. Builders, Inc. v. American Radiator & Standard Sanitary Corp., 487 F.2d 161, 167 (3d Cir. 1973) (basing the calculation of attorneys’ fees by determining the hours spent by the attorneys and the value of the services). -5- J-A22040-26 Court of Appeals for the District of Columbia.” Petition, 7/15/25, ¶ 36. That proceeding was pending at the time Ms. Stoffel filed the Petition underlying this appeal. Id. The Iraq Litigation Fee Dispute The Petition summarized the Fee Dispute’s origins. Early in 2009, Quinn, on behalf of Wye Oak, hired Pavich Law Group, P.C. (PLG), to pursue Wye Oak’s claims against the Iraq Defendants. N.T, 1/29/25, at 11. “[T]he terms of that engagement were that [PLG] would prosecute the case on a contingent fee, but that Wye Oak would pay all the expenses.” Id. at 12. The Iraq Litigation commenced on June 29, 2009. The Iraq Litigation initially focused on Iraq’s claim of sovereign immunity, which ultimately was rejected by the federal district court, affirmed by the federal court of appeals, and denied certiorari by the United States Supreme Court. Republic of Iraq v. Wye Oak Tech., Inc., 567 U.S. 936 (2012). The Iraq Litigation next was transferred to the Federal District Court for the District of Columbia. Around this time, Quinn expressed his dissatisfaction with PLG’s representation of Wye Oak. Petition, 7/15/25, ¶ 57. In 2014, Quinn, on behalf of Wye Oak, hired the Washington, D.C., law firm of Kalbian Haggerty LLP (KH) to advise Wye Oak on Iraqi law. Id. ¶ 59. Wye Oak paid KH a retainer of $7,500.00, agreed to KH’s hourly rates, and further agreed to a 3% contingency fee to be paid to KH from PLG’s contingency-fee share. Id. -6- J-A22040-26 Attorney Foster testified that KH “had a very minuscule involvement in advising Wye Oak on some points of Iraqi law.” N.T., 1/29/25, at 12. As alleged in the Petition, in 2016, after extensive negotiations, Quinn retained Attorney Foster’s law firm, Whiteford, Taylor & Preston (WTP), to become Wye Oak’s lead counsel for certain aspects of the Iraq Litigation. Petition, 7/15/25, ¶ 61. Wye Oak agreed to pay WTP a contingency fee “equal to 15% of the Wye Oak recovery and a ‘look back’ provision to ensure that if WTP undertook an expanded role, it would be fairly and reasonably compensated.” Id. ¶ 62. At the time Wye Oak entered into its fee agreement with WTP, “PLG’s contingency percentage was reduced to 25%, and the maximum contingency percentage for all lawyers involved was set at 43% of the Wye Oak recovery.” Id. ¶ 64. Around July 15, 2019, when a substantial judgment against the Iraq Defendants looked likely, WTP’s lawyers met with Quinn to discuss the potential reallocation of the contingency fee between WTP and PLG.4 Id. ¶ 69. As described by Attorney Foster, ____________________________________________ 4 As alleged in the Petition, once WTP became involved in the Iraq Litigation, it proceeded to conduct discovery, find and depose or obtain affidavits from witnesses all over the world, secure experts in Iraqi law and damages, prepare witnesses, exhibits, briefs and court presentations, and ultimately try the case in Washington[, D.C.,] and San Antonio[, TX]. (Footnote Continued Next Page) -7- J-A22040-26 [Quinn] wanted a change. When the litigation was basically over, [Quinn] wanted to change his hourly rate of compensation to a percentage compensation. …. When the issue of additional compensation for my firm [(WTP)] raised its head, [Wye Oak] agreed to raise the total contingency fee [pool] to 46%. It was agreed by everyone that [WTP] was entitled to 25 [percent] of the 46 percent. The other lawyers couldn’t agree as to what their slice of the pie was going to be. …. The dispute that couldn’t be resolved was between [] Quinn and [PLG]. [] Quinn wanted a piece of the action, and he wanted a majority of the remaining percentage. …. [PLG] was willing for [Quinn] to have something. But it wasn’t as much as [] Quinn wanted. And they couldn’t come to an agreement as to what it was going to be. N.T., 1/29/25, at 14-15. The Fee Dispute Arbitration Ultimately, Quinn agreed to the terms of a written “Agreement Concerning Attorneys’ Fees” (ACAF), which, inter alia, included an arbitration clause for resolving the Fee Dispute between WTP, PLG, KH, QRG, and Wye Oak.5 Petition, 7/15/25, ¶ 82. Attorney Foster testified, [i]n the arbitration, [] Quinn decided, against my advice, that he wasn’t going to make a claim [for attorney’s fees], but he contended that he had a conflict of interest to make a claim in the arbitration and he refused to do so. So I told him, … if you believe you have a claim for a piece of this fee, you should come into the arbitration and prove your claim. …. [H]e didn’t do so. ____________________________________________ Petition, 7/15/25, ¶ 66. 5 The ACAF was executed on December 2, 2019, and effective as of October 15, 2019. Id. -8- J-A22040-26 N.T., 1/29/25, at 16.6 On July 9, 2020, Quinn filed a notice of limited withdrawal by QRG as counsel for Wye Oak in the ACAF arbitration. Petition, 7/15/25, ¶ 96. On July 25, 2020, WTP filed claims against Quinn and QRG, in the ACAF arbitration. 7 WTP alleged that Quinn and QRG fraudulently induced WTP to enter into the contingency fee agreement; Quinn and QRG tortiously interfered with the ACAF; and that Quinn breached the ACAF. Quinn subsequently filed motions to dismiss the ACAF arbitration, challenging the arbitrator’s jurisdiction and claiming that the COVID-19 pandemic made it impossible for Quinn to participate in the proceedings. ____________________________________________ 6 Similarly, the Petition alleged that in response to [the federal district court’s] May 12, 2020, Memorandum Order directing Wye Oak to present a request for a lodestar fee, Quinn alleged [a] conflict of interest which allegedly prevented the four firms from filing any fee petition at all. Quinn contended that the fee request “conflict of interest” could only be resolved by PLG’s agreement to (a) dismiss the ACAF arbitration[;] (b) hav[e] PLG’s fee determined based upon Quinn’s theory that [PLG] was entitled to nothing more than a claim in quantum meruit[;] and (c) giv[e] Quinn and QRG a complete release…. Petition, 7/15/25, ¶¶ 89-90 (punctuation modified; paragraph designations omitted). 7 The parties selected The Honorable Richard A. Levie (Retired) as arbitrator. Petition, 7/15/25, ¶ 86. -9- J-A22040-26 During this time period, David Stoffel8 and WTP advised Quinn that Wye Oak had no interest in the division of the contingency fee among counsel, as it had agreed to a 46% contingency fee and had delegated division of that fee to an arbitrator. According to the Petition, Quinn thereafter “announced that neither QRG nor Wye Oak would participate in the ACAF Arbitration.” Id. ¶ 102. Even though Quinn, on behalf of Wye Oak, had objected to proceeding with the arbitration, David Stoffel, acting in his role as President of Wye Oak, helped schedule a conference call between the ACAF parties. Id. ¶ 103. After learning of David Stoffel’s action, Quinn removed David Stoffel as a director of Wye Oak. Id. Quinn then appointed himself as a director of Wye Oak. Id. Next, “acting as the sole director of Wye Oak, [Quinn] ‘suspended’ David Stoffel as President. Quinn then appointed himself as President [of Wye Oak].” Id. As alleged in the Petition, on June 5, 2024, the ACAF arbitrator issued a final award in the Fee Dispute, distributing the 46% contingency fee in the Iraq Litigation as follows: WTP – 27.5%; PLG – 18%; KH – 0.5%; QRG – 0.0%. Id. ¶ 105. The arbitrator found that QRG, acting through its president (Quinn), tortiously interfered with PLG’s contractional relationships; caused Wye Oak to breach its fiduciary duty to PLG; and, in 2014 and 2017, ____________________________________________ 8 David Stoffel, Decedent’s brother, also served was a contingent beneficiary of the Estate, and previously served as a director of Wye Oak. - 10 - J-A22040-26 fraudulently induced PLG to reduce its contractually-set contingency fees. Id. Regarding WTP, the arbitrator determined that QRG, through the actions of Quinn, tortiously interfered with WTP’s contractual/business relationships; “made negligent and fraudulent misrepresentations and omissions of material fact to WTP on which WTP relied”; and fraudulently induced WTP to enter into a 2017 fee agreement with Wye Oak. Id. The Petition Relevant to this appeal, the Petition alleged that, at all relevant times, Quinn served as the Estate’s executor and as a director of Wye Oak. Id. ¶ 23. As alleged by Ms. Stoffel, Quinn served, at various times, … as the Chairman or President, Secretary Treasurer, General Counsel and a Director of Wye Oak (including for an unknown period of time as the sole Director and Officer of Wye Oak). While serving in his various capacities as Executor of the Estate and as an officer and director of Wye Oak, Quinn has also served, at various times, as attorney for the Executor of the Estate, accountant for the Estate, attorney for the accountant for the Estate, Trustee of the [] Trust, and a principal at his law firm, QRG. At all times relevant hereto, Wye Oak’s claim against the Iraq Defendants was Wye Oak’s principal asset and the Wye Oak shares were the Estate’s single most valuable asset. Because the Estate owned 100% of the Wye Oak shares, Quinn, as Executor, controlled those shares and, therefore, Quinn controlled both Wye Oak and the Estate, directly and indirectly. On numerous occasions, Quinn declared, “I am Wye Oak.” Id. ¶¶ 43-46 (paragraph designations omitted; paragraph breaks and punctuation modified). Ms. Stoffel alleged Quinn had irreconcilable conflicts of interest with Wye Oak, within Wye Oak, and with the Estate, which owns - 11 - J-A22040-26 100% of Wye Oak’s shares. Id. ¶ 106. Ms. Stoffel further alleged that Quinn holds, or held, various positions within Wye Oak, including chairman of the board of directors, president, secretary, treasurer, and corporate general counsel. Id. In each position, Quinn owed fiduciary duties to Wye Oak and its sole shareholder (the Estate, which Quinn controls), and to Wye Oak’s creditors. Id. Without oversight, Ms. Stoffel asserted, Quinn could not exercise independent judgment with regard to any matter in which he or his own firm, QRG, had an interest. Id. Ms. Stoffel’s Petition also alleged that Quinn, as an officer/director of Wye Oak, additionally owed a fiduciary duty to each of the law firms vying for a share of the contingency fee, as well as a duty to his own firm, QRG. Id. The Petition averred that initially, Quinn billed the Estate $390/hour for his services. Id. ¶ 67. However, “when Quinn learned of WTP’s hourly rates, he increased his own hourly rate for Wye Oak from $390 per hour to $790 per hour in order to match WTP’s rates.” Id. Quinn did not seek approval from the Estate’s sole beneficiary (Ms. Stoffel) or its contingent beneficiary (David Stoffel) for the rate increase. Id. ¶ 68. The Petition claimed that Quinn rejected David Stoffel’s request for the appointment of independent directors for Wye Oak. Id. ¶ 106. The Petition alleged that Quinn and his law firm, QRG, have acted as outside General Counsel to Wye Oak (a) for corporate advice[,] and (b) for services allegedly rendered in connection with the Iraq Litigation. As such, Quinn has a personal interest in (a) QRG’s claim for legal - 12 - J-A22040-26 fees on an hourly basis for corporate work[,] and (b) QRG’s claim for a portion of the contingency fee as allegedly provided for by the ACAF for firms representing Wye Oak in the Iraq Litigation. Id. The Petition averred that Quinn took actions, against the interests of the Estate, by paying QRG substantial sums (partly for his own benefit), when the Estate was “practically insolvent and without regard for the fact that the Estate needed those funds to prosecute the Iraq Litigation.” Id. ¶ 107. Further, Quinn refused to consider “monetization” of a portion of the judgment in favor of Wye Oak, which would have provided $15 million to Wye Oak. Id. ¶ 108. This, in turn, would have enabled Wye Oak to engage collections counsel on a cash basis. Id. The Petition asserted that Quinn undertook no tax planning for the Estate in the event that the claim against the Iraq Defendants exceeded $1,000,000.00. Id. ¶ 109. In addition, Quinn failed to utilize tax counsel until after a judgment in excess of $120 million, plus costs, interest, and legal fees, was rendered in favor of Wye Oak. Id. ¶ 110. According to the Petition, Quinn breached his fiduciary duty to the Estate and/or its beneficiaries by causing sums to be paid to QRG, while the Estate was almost insolvent; not obtaining Ms. Stoffel’s consent before doubling his hourly rate; not notifying Ms. Stoffel of his rate increase; failing to discuss QRG’s contingency fee proposals with Ms. Stoffel before presenting them to - 13 - J-A22040-26 WTP and PLG; and not advising Ms. Stoffel of Quinn’s 2019 proposed contingency fee apportionment before presenting it to PLG. Id. ¶ 111. The Orphans’ Court Proceeding At the January 29, 2025, hearing on the Petition, the orphans’ court heard testimony from Ms. Stoffel, Attorney Foster, and Quinn. The orphans’ court ultimately determined that, “[u]pon consideration of the testimony, exhibits and arguments by counsel at the hearing, … a clear and obvious conflict of interest existed between [Quinn] and the Estate.” Orphans’ Court Opinion, 7/15/25, at 9. Consequently, the orphans’ court granted Ms. Stoffel’s Petition and removed [Quinn] as executor and trustee 9 “due to the ongoing conflicts of interest.” Id. Appellants timely appealed. Appellants and the orphans’ court have complied with Pa.R.A.P. 1925. The Arguments of the Parties Appellants present the following issues for our review: 1. Whether the [orphans’] court erred and abused its discretion in [the] removal of [Quinn] as Executor of the Estate … (as well as removal as trustee of the testamentary trust pursuant to the Will and the removal of the successor representative/trustee) based on a purported conflict of interest. 2. Whether the [orphans’] court erred and abused its discretion in determining that [] Quinn failed to obtain “informed consent” ____________________________________________ 9 The orphans’ court additionally removed Gazzola as the successor administrator/trustee. However, Appellants offer no argument challenging the removal of Gazzola as the successor administrator/trustee. We therefore limit our consideration to the removal of Quinn as executor/trustee. - 14 - J-A22040-26 from [Ms.] Stoffel, the widow of [Decedent] and beneficiary of his Estate, regarding decisions concerning attorneys’ fees regarding [] Quinn’s services on behalf of the principal asset of the Estate. Appellants’ Brief at 5 (punctuation and capitalization modified). “When reviewing an order entered by the orphans’ court, the decision will not be reversed unless there has been an abuse of discretion or a fundamental error in applying the correct principles of law.” Tr. Under Deed of Wallace F. Ott, 271 A.3d 409, 416 (Pa. Super. 2021) (internal quotation marks omitted). “Because the orphans’ court sits as the fact-finder, it determines the credibility of the witnesses and, on review, we will not reverse its credibility determinations absent an abuse of that discretion.” Interest of M.A., 284 A.3d 1202, 1210 (Pa. Super. 2022) (capitalization modified). “However, we are not constrained to give the same deference to any resulting legal conclusions. Where the rules of law on which the court relied are palpably wrong or clearly inapplicable, we will reverse the court’s decree.” Id. 1. Whether the orphans’ court improperly removed Quinn as Executor/Trustee:? Appellants first argue that the orphans’ court improperly removed Quinn as executor of the Estate, and as trustee to the Trust, based on a clear conflict of interest. Appellants’ Brief at 28. Appellants claim that in removing Quinn, the orphans’ court ignored established Pennsylvania law requiring that proof of cause for the removal must be clear. Id. Appellants point out that Quinn was primarily responsible for initiating the litigation in Iraq that will in all likelihood result in substantial wealth ultimately flowing - 15 - J-A22040-26 to the Estate, either by way of judgment against Iraq or by way of the payout of [an] insurance policy [that becomes payable should the judgment be overturned]—again, all of which would not exist but for [] Quinn’s initial efforts[,] which continued for over a decade, without compensation. Id. at 28-29. Appellants assert that the “conflicts” identified by the orphans’ court “consisted of disputes amongst the attorneys involved in the []Iraq Litigation— and not between [] Quinn or his firm and the Estate.” Id. at 30 (capitalization modified). According to Appellants, [w]ith respect to the division of the Wye Oak 46% contingency fee, any effort by [] Quinn to collect a share of this amount would not serve to reduce the Estate’s interest in the overall recovery, as the 46% contingency was established by the ACAF and Wye Oak’s remaining 54% interest would thus be unaffected by any amount paid to [] Quinn in accord with that [a]greement. Id. Appellants explain that Quinn sought to have his fees included as part of the 46% contingency-fee pool, and not to be paid out-of-pocket by Wye Oak. Id. Appellants further dispute the orphans’ court’s interpretation of Quinn’s October 19, 2020, letter to Ms. Stoffel’s counsel. Id. at 31. Appellants contend that Quinn consistently explained that “before any funds were distributed incident to the Iraq Litigation, he would ensure that Ms. Stoffel would be able to provide informed consent with the advice of her counsel.” Id. Appellants emphasize Quinn’s explanation to the orphans’ court that he did not discuss the distribution of funds, “because to this minute, there is no money.” Id. Regarding the ACAF arbitration, Appellants argue that PLG - 16 - J-A22040-26 commenced the arbitration proceedings “prematurely, before Quinn had the opportunity to obtain informed consent.” Id. Appellants claim there is no evidence supporting the orphans’ court’s finding that Quinn had clear conflicts of interest. Id. at 32. Appellants assert that even if potential conflicts existed, there is no evidence linking the potential conflicts to any harm or jeopardy to the Estate. Id. Appellants acknowledge the orphans’ court cited, as conflicts of interest, Quinn’s simultaneous service as a director of Wye Oak and as its legal counsel. Id. However, Appellants argue that “[t]hese facts alone, without any link to actual harm to the Estate, are immaterial.” Id. at 33. Appellants assert that Quinn’s “efforts are the sine qua non to the $120,000,000.00 judgment against Iraq.” Id. Appellants argue that three “fundamental errors [] go to the core of this appeal.” Id. First, Appellants claim Quinn did not engage in “multiple attempts” to increase his compensation. Id. at 34. According to Appellants, Quinn sought an increase in rates, which applied only to Wye Oak and was incident to the Iraq Litigation. Id. Appellants argue, “[t]he client relative to this increase was Wye Oak, not the Estate; and David Stoffel explicitly state[d] his approval of the fee increase as set forth in the March 16, 2018[,] Minutes of the Board of Directors Meeting.” Id. Appellants further emphasize Quinn’s testimony that his rate increase was prospective only, “and not a matter of - 17 - J-A22040-26 concern for the Estate[.]” Id. at 35. According to Appellants, “[t]he [E]state was certainly not directly involved in the [] Iraq [L]itigation.” Id. at 36. Appellants next dispute the orphans’ court’s determination that Quinn’s efforts to include QRG in the Iraq Litigation’s contingency pool evidenced a conflict of interest. Id. Appellants point out that the ACAF was signed not only by Quinn (on behalf of QRG), but also by representatives from the other firms involved, and by David Stoffel (on behalf of Wye Oak). Id. at 36-37. Appellants assert that Wye Oak, not the Estate, was the client of Quinn/QRG during the Iraq Litigation. Id. at 37. Appellants emphasize that David Stoffel signed the ACAF, in which Wye Oak recognized QRG’s efforts in the prosecution of the Iraq Litigation, “and hereby replace[d] QRG’s previous hourly fee agreement with a percentage contingency fee.” Id. Appellants repeatedly assert that any recovery by Quinn or QRG, as a result of the Iraq Litigation, would not impact Wye Oak or the Estate. Id. A recovery by QRG would only reduce the percentage owed to the other firms involved in the Iraq Litigation and Fee Dispute. Id. For this reason, Appellants argue, neither the increase in Quinn’s rate nor Quinn’s participation in the contingency fee pool impacted the Estate. Id. at 38. Although the record evidenced disagreements between the law firms involved in the Iraq Litigation, Appellants posit that these disagreements did not diminish the potential benefits flowing to the Estate. Id. - 18 - J-A22040-26 Appellants distinguish our Supreme Court’s decision in In re Rafferty’s Estate, 105 A.2d 147 (Pa. 1954), upon which the orphans’ court relied. Appellants’ Brief at 39. Appellants state that in Rafferty, the administrator was removed because he was also a beneficiary of the estate, along with his five siblings. Id. When a dispute arose over the ownership of certain property, the hearing judge determined, and our Supreme Court agreed, that the administrator’s interest conflicted with the interests of the decedent’s estate. Id. Appellants claim that instantly, Quinn/QRG made no claim to any assets of the Estate. Id. at 39-40. Appellants state that the “anticipated recovery of any fees would be circumscribed from the Estate’s pool of wealth.” Id. at 40. Appellants compare the instant circumstances with those presented in In re DiMarco Estate, 257 A.2d 849 (Pa. 1969). Appellants’ Brief at 40. In DiMarco Estate, Appellants argue, the Supreme Court reversed the removal of an estate’s executor, who was accused of fraud resulting from the executor’s interest in the residuary estate. Id. According to Appellants, the Supreme Court held that [t]he fact that these personal representatives do not now see eye to eye (in all probability[,] in the instant case[,] due to outside influence) cannot justify a court in [the executor’s] removal[,] especially where it is not shown that such ill-feeling has resulted in any damage or injury to the estate or the beneficiaries thereof. Id. (quoting DiMarco Estate, 257 A.2d at 854). - 19 - J-A22040-26 Appellants argue that Ms. Stoffel’s testimony offered no specific examples of conflicts of interest and “merely mimicked in general terms” Attorney Foster’s testimony. Id. at 41. Because there is no evidence of damages to the Estate or its beneficiaries, Appellants maintain that the record does not support Quinn’s removal as executor/trustee. Id. Ms. Stoffel disagrees, arguing that the orphans’ court properly exercised its discretion in removing Quinn as executor/trustee. Appellee’s Brief at 12. Ms. Stoffel claims Appellants are attempting to reargue the facts, and improperly asking this Court to reweigh the credibility determinations made by the orphans’ court. Id. at 13. Ms. Stoffel points to the orphans’ court’s finding that Quinn raised the rate that he charged to Wye Oak, without seeking the informed consent of Ms. Stoffel. Id. at 14. Ms. Stoffel also points to her own testimony agreeing with the arbitrator’s decision, which allocated Quinn and QRG zero percent of the contingency fee award. Id. at 15 (citing N.T., 1/29/25, at 55). Ms. Stoffel agrees with the orphans’ court that Quinn’s conflict lies not in the amount of the fee award, but in the actions he took to pursue increased fees. Id. at 16. Ms. Stoffel asserts these actions were contrary to the Estate’s interests. Id. Ms. Stoffel further argues that removal of an executor for a conflict of interest does not require the presence of actual harm. Id. at 17. Ms. Stoffel points out that Quinn was removed as executor pursuant to 20 Pa.C.S.A. § 3182(5), which grants the orphans’ court broad discretion to remove an - 20 - J-A22040-26 executor “when, for any other reason, the interests of the estate are likely to be jeopardized by [the executor’s] continuance in office.” Id. at 18 (emphasis omitted) (quoting 20 Pa.C.S.A. § 3182(5)). Ms. Stoffel asserts that a conflict of interest does not require actual harm; “rather, the mere existence of the conflict is the situation that the law seeks to avoid[.]” Id. at 19. Thus, according to Ms. Stoffel, the conflict of interest, alone, justifies the removal, and there is no need for proof of wrongdoing by the personal representative. Id. at 19-20. The removal of an executor is a matter vested in the sound discretion of the orphans’ court, and we will not disturb such a determination absent an abuse of that discretion. In re Estate of Andrews, 92 A.3d 1226, 1230 (Pa. Super. 2015) (citing In re Estate of Mumma, 41 A.3d 41, 49 (Pa. Super. 2012)). The orphans’ court has statutory authority to remove a personal representative when, inter alia, “the interests of the estate are likely to be jeopardized by his continuation in office.” 20 Pa.C.S.A. § 3182(5). The Pennsylvania Supreme Court has explained that, [w]hile, under that statutory provision, orphans’ courts do have the power of removal of personal representatives and such removal lies largely within the discretion of such courts, an abuse of such discretion renders its exercise subject to appellate review…. … An executor, of course, is chosen by the testator himself, and his appointment represents an expression of trust and confidence by the testator. Hence, his removal is a drastic action which should be undertaken only when the estate within the control of - 21 - J-A22040-26 such personal representative is endangered. To justify the removal of a testamentary personal representative[,] the proof of the cause for such removal must be clear. In re Estate of Lux, 389 A.2d 1053, 1059 (Pa. 1978) (citations omitted). A conflict of interest is sufficient to remove a personal representative of an estate when the fiduciary’s personal interest is in conflict with that of the estate, such that the two interests cannot be served simultaneously. The reasons for removal of a fiduciary must be clearly proven. However, proof of a conflict of interest can be inferred from the circumstances. When a conflict of interest is apparent from the circumstances, bad faith or fraudulent intent on the part of the fiduciary need not be proven. In re Estate of Westin, 874 A.2d 139, 143 (Pa. Super. 2005) (citations omitted; emphasis added). Where an executor’s personal interest conflicts with the interest of the estate, removal is proper.10 In re Estate of Andrews, 92 A.3d 1226, 1230 (Pa. Super. 2014). Quinn, an attorney, is also subject to the Pennsylvania Rules of Professional Conduct. Rule 1.7 addresses the conflicts of interest that may arise between an attorney and his/her client, and provides as follows: (a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or ____________________________________________ 10 An executor has a “duty to see that [his] purely private interests were not advanced at the expense of the estate.” In re Pitone’s Estate, 413 A.2d 1012, 1015 (Pa. 1980). - 22 - J-A22040-26 (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer’s responsibilities to another client, a former client or a third person or by a personal interest of the lawyer. (b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer may represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; (3) the representation does not involve t