Full Opinion

J-A18004-26 NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37 AMERICA FIRST ENTERPRISES, LLP : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellant : : : v. : : : MAPLE GROVE ENTERPRISES, INC., R. : No. 137 WDA 2026 HEBER RADAKER AND BECKY L. : RADAKER : Appeal from the Judgment Entered April 8, 2026 In the Court of Common Pleas of Clarion County Civil Division at No(s): 811-2020 BEFORE: PANELLA, P.J.E., KING, J., and LANE, J. MEMORANDUM BY PANELLA, P.J.E.: FILED: November 3, 2026 America First Enterprises, LLP (“America First”), owned by Jerome and Jaymie Oliver, appeals from the judgment entered in the Court of Common Pleas of Clarion County in favor of Maple Grove Enterprises, Inc. (“Maple Grove”), Heber Radaker, and Becky Radaker (“the Radakers”) on the basis that an enforceable contract did not exist. America First argues that the trial court erred in finding that the parties did not form a contract and seeks specific performance of the proposed sale of Maple Grove’s oil and gas assets. Additionally, America First argues that Maple Grove breached an express contractual duty to cooperate and the implied duty of good faith and fair dealing by failing to negotiate the terms of the lease. After careful review, we affirm. J-A18004-26 We glean the following from the trial court’s findings of fact, which are aptly supported in the record. Maple Grove is a natural gas production company owned by the Radakers and their sons-in-law David Morganti and Casey Bliss. Maple Grove owned assets related to the production of oil and gas including 177 shallow wells, 7,500 acres, production equipment, and necessary property rights to access the wells. In 2018, Maple Grove and America First engaged in brief discussions regarding America First’s potential purchase of Maple Grove’s operating assets.1 These discussions renewed in May of 2020 when Morganti informed Jaymie Oliver that Maple Grove was looking to sell its assets. The parties engaged in discussions in person and via phone calls, email and text messages. During these exchanges, America First was provided information regarding Maple Grove’s assets. On June 17, 2020, Becky Radaker emailed America First a list of the assets for sale identified as the “MGE Asset List” (“Asset List”) with an asking price of $1,500,000. Notably, the Asset List included the following: “Fee simple shallow to be leased (our own acreage) – 611.5 acres – @ 80/acre – $48,920 – terms of lease to be determined.” The 611.5 acres of land included the Radakers’ residence. ____________________________________________ 1 In addition to the assets owned by Maple Grove there were assets included in the discussion that were owned by the Radakers and Heber Radaker, individually. -2- J-A18004-26 The next day, the Radakers, Morganti, and the Olivers met at the Radakers’ residence to negotiate terms of sale. The Olivers presented a one page “Maple Grove Purchase Offer” (“Purchase Offer”). The Radakers took a moment to discuss the matter privately. Notably, at the Radakers’ request, the following handwritten provision was added: “Terms of fee simple lease to be determined.” The Purchase Offer also contained the following provisions: $1,000,000 Purchase price for all assets as discussed and attached as Exhibit A. $200,000 installment paid on or before August 31, 2020. $800,000 balance paid in 4 installment[s] of $200,000 on each anniversary of August 31. Dave and Casey to be [(sic)] stay with us for at least one 12 month period at the same terms and conditions as they currently enjoy. Sellers to provide Right of First refusal for ANY other oil and gas and real estate assets they chose to sell within the next 5 years. $10,000 hard money to be escrowed with Christy Logue. Sellers to fully cooperate with the transfer of assets and to also continue to cooperate if we need information and assistance to maintain compliance with all regulating authorities. Purchase Offer, 6/18/20.2 ____________________________________________ 2 The underlined provisions were handwritten additions and alterations. All handwritten provisions were initialed except for “and attached as Exhibit A” which the trial court found that Jerry Oliver added before the Olivers left the residence. See Trial Court Opinion, 9/26/25, at 4. The Radakers were provided a final copy of the agreement that included all handwritten additions and alterations. -3- J-A18004-26 The parties agreed that their attorneys would prepare the necessary closing documents. At 5:32 p.m., America First’s attorney, Christy Logue, Esq., emailed Maple Grove’s attorney, Nathaniel Parker, Esq., informing him that the parties had entered into an agreement of sale and that her client would be giving her a deposit of $10,000 to hold in escrow. On June 24, 2020, Attorney Logue emailed a copy of the June 18 Purchase Offer to Attorney Parker and said she did “not exactly love this Agreement, [and] we might want to do something more formal.” Exhibit 52. On July 15, 2020, Attorney Logue emailed Attorney Parker for a more specific list of the purchased assets. Attorney Parker responded that day that he had asked his clients and again emailed Attorney Logue on July 27 that he was still waiting for the list. On August 5 and 6, 2020, Attorney Logue emailed Attorney Parker a list of permits, asked if his clients had provided any more specifics about the sale, and advised that America First wanted to move forward with the sale and that any compensation between America First and Morganti and Bliss was between them. On August 7, Attorney Parker responded stating that he understood that America First wanted to change the terms regarding retaining Morganti and Bliss and they needed to resolve that issue before moving forward. Additionally, he asked Attorney Logue to agree that the June 18 offer was “a non-binding letter of intent” and they should negotiate “a definitive purchase agreement.” Trial Court Opinion, 9/26/25, at 5 (record citation omitted). This concern did not initially receive a response. -4- J-A18004-26 On August 19, Attorney Zach Shekell emailed Attorney Parker informing Attorney Parker that he had been retained to assist in the acquisition. Attorney Shekell confirmed that America First intended to retain Morganti and Bliss and requested their W-2s. On August 21, Attorney Shekell asked Attorney Parker for a map of the pipelines, a list of rights of way, and a list of Maple Grove’s gas sales agreements. Later that same day, Attorney Shekell emailed Attorney Parker stating that America First maintained that the June 18 agreement was a binding contract that America First did not intend to renegotiate, requesting more information, and informing Attorney Parker that America First intended to close and pay the first installment of $200,000 on August 31. On August 24, Attorney Shekell forwarded a draft lease for the fee property to be leased to America First and requested further information and documents. The next day, Attorney Parker responded that his clients understood that the attorneys were preparing a definitive written document of the assets and terms and asked Attorney Shekell to provide “a summary of the business terms” proposed by the Olivers for the potential lease of gas rights from Maple Grove and said the parties needed to agree on those terms before negotiating individual lease clauses. Id. at 7 (record citation omitted). Attorney Parker never received a response to this request. On August 26, Attorney Parker emailed Attorney Shekell some of the requested information. The next day, Attorney Shekell emailed Attorney Parker and reiterated that America First intended to close on August 31 and -5- J-A18004-26 that a separate purchase and sale agreement was not necessary and requested additional information to finalize the closing documents. On August 28, 2020, Attorney Parker responded that he discussed the matter with his clients, and they were waiting for “definitive documentation from America First” and stated that “a PSA [(Purchase and Sale Agreement)] is clearly needed to confirm whether or not the parties are in agreement, and to clearly document all the terms.” Id. at 8 (record citation omitted). The parties met at America First’s office in Butler, Pennsylvania on September 1, 2020. At the meeting, Heber Radaker demanded the $200,000 installment payment due by August 31, 2020. Jerome Oliver said that they still needed some more information. Heber Radaker declared that without the installment payment the deal was off and the Radakers walked out. On September 4, 2020, America First filed suit against Maple Grove, Heber Radaker, and Becky Radaker via a praecipe for writ of summons. Thereafter, America First filed a praecipe for lis pendens which Maple Grove sought to strike. After briefing and oral argument, the trial court denied Maple Grove’s petition to strike. On March 12, 2021, America First filed its complaint raising two counts of breach of contract and seeking specific performance and, alternatively, money damages. After filing unsuccessful preliminary objections, Maple Grove filed an answer, new matter, and counterclaim. Therein, Maple Grove claimed that a contract was never formed because the parties did not agree to all the -6- J-A18004-26 essential terms and alternatively, that America First breached the contract by failing to make timely payments.3 See New Matter, 8/23/21, at ¶¶ 76-93. At the close of pleadings, Maple Grove filed a motion for summary judgment which was denied. A four day non-jury trial was held on May 13, 2025 to May 16, 2025. In their case in chief, America First called Jaymie Oliver, Jerome Oliver, Morganti, Attorney Logue, and expert witness Paul David Burke. In defense, Maple Grove called Becky Radaker, Heber Radaker, Morganti, Bliss, Attorney Parker, and expert witness Horace Hobbs. On September 26, 2025, the trial court issued an opinion and order ruling that America First was not entitled to relief because an enforceable contract did not exist. Therein, the trial court provided the relevant findings regarding the witnesses’ testimony about the terms of the Purchase Offer. Regarding the provision in the “Maple Grove Purchase Offer" that the terms of a fee simple lease would be determined, Jaymie Oliver stated that the price per acre and retention of shallow acreage for [the] Radaker[s’] own use are things that could be discussed. ____________________________________________ 3 At the outset of litigation, Matthew A. Bole, Esq. entered his appearance on behalf of Maple Grove, and America First continued to be represented by Attorney Shekell. Attorney Bole and Attorney Shekell represented their respective clients until pleadings were closed. During discovery, Christina Manfeedi McKinley, Esq., entered her appearance on behalf of Maple Grove, and Maureen E. Sweeney, Esq. and Kevin L. Barley, Esq., entered their appearance on behalf of America First. Attorney McKinley, Attorney Sweeney, and Attorney Barley represented their clients for the remaining proceedings, including on appeal. -7- J-A18004-26 Jerome Oliver testified that he understood a lease needed to be negotiated; the valuation of the oil and gas rights the Radakers were retaining, 611.5 acres, was established in the asset list, but more than what America First was paying, they needed to determine what America First was allowed to do upon the surface. There were a few terms to be negotiated such as the length of the lease; one year, five years or ten years. Jerome Oliver expected the parties would negotiate that and try to work it out. According to Mr. Oliver, the price was included in the one million dollar price and he did not intend to pay [the] Radakers anything extra for the fee simple gas lease; “it was included." Retention of shallow gas for [the] Radakers’ own use could be discussed. A buyer could not operate without a lease of the fee property. [America First’s] expert, Paul David Burke, testified that the language in Exhibit A to the Maple Grove Purchase Offer, "Fee simple shallow to be leased (our own acreage) – 611.5 acres – @ 80/acre – $48,920 – terms of lease to be determined,” means [the] Radakers would be willing to entertain an offer to take an oil and gas lease on those acres held in fee, so the lessee could control the acreage and develop oil and gas rights. The primary question about the terms of a lease was the royalty rate, but there were going to be other terms. There would have to be a unitization clause, so the property would be in a unit. There was a question whether the wells were going to be leased at all. If negotiations broke down, the buyer would be out of luck. A royalty rate is not specified in the purchase offer. The parties could negotiate a shut in royalty and a free gas clause. Mr. Burke does not know if a buyer could operate Maple Grove assets without a lease of the fee property. Paul Burke also testified that the per acre price in the Asset List does not make sense in the context of producing wells on [the] Radakers’ property because they are already producing. If wells are already producing, there is no need for a delay rental payment or signing bonus. Burke said for shallow wells, the royalty rate is “pretty much 12.5%. It may be a little higher, but not much higher." Becky Radaker testified that they wanted to set the lease terms; whether it would be grass to the center of earth or just shallow. Was there going to be a sign on bonus? Was there going to be free gas with any of it? There was a myriad of things. -8- J-A18004-26 Heber Radaker testified that they wanted to know what the terms of the lease were, what they had to provide the leaseholder, and whether [the] Radakers would receive free gas, or how much free gas. There is a Marcellus well on one of the properties. There is no lease on the other property; [the] Radakers own all the minerals, oil and gas and the wells. In his opinion, America First would need to have a lease to operate the fee property. The owner may want a “downpayment.” It always comes down to the amount of the royalty and the terms of the lease. A lessee could want to drill a new well because an existing well was not producing. The terms of the lease can be anything. The way the owner gets paid depends on the lease. Whether an owner gets delay rental when wells are already producing depends on the terms of the lease. Royalty of 12.5% is sort of standard, but he has granted royalties more than 12.5%. David Morganti testified that Maple Grove’s assets can be operated without a lease of the fee simple gas. The standard overriding royalty rate is 12.5%, but he has seen higher. Stewarts, for example, are paid 25%. The percentage can be negotiated. Attorney Nathaniel Parker testified that he asked attorney Shekell to provide the “business terms” of a lease because money is the first term to be negotiated. He does not know if the parties agreed to enter into a lease. The State minimum royalty is 1/8, but anyone with experience would try to negotiate a higher number. [Maple Grove’s] expert, Horace Hobbs, testified that it is very different leasing where a person lives. There are issues with noise, access, reading meters, maintenance and the risk of explosion. There may be a minimum annual lease payment and sometimes deposits for future maintenance, roads for example, or a higher royalty rate. A 12.5% royalty is not a correct assumption because of the nature of the acreage and what [the] Radakers pay other lessors. Trial Court Opinion, 9/26/25, at 11-13 (paragraph numbers omitted) (emphases added). The trial court concluded that, based on the written agreement and “surrounding communications”, “the overall intent to convey the entire asset -9- J-A18004-26 portfolio is apparent and supports enforcement of the Purchase Offer as a contract.” Id. at 16. The trial court continued: However, the “Fee Simple Gas Lease" of the gas on the Radakers’ own land stands on a different footing. The parties did not express their intent regarding any terms of a gas lease in the Purchase Offer. They did not mention any terms that would be essential to [the] creation of a valid lease, such as a description of the land that would be the subject of the lease, the number and locations of existing wells, whether new wells could be drilled and if so where, the amounts of the royalty and any delay rental or signing bonus payments, whether [the] Radakers would receive free gas and if so, how much. The parties agreed to determine all the terms of a lease, not just “incidental terms.” This court is unable to infer any terms from the language of the Purchase Offer. Id. Further, the trial court concluded that terms of a gas lease could not be inferred from subsequent conduct because the parties “never discussed any terms of a gas lease after they signed the Purchase Offer”; it was unable to impose reasonable terms; and that the provision could not be severed “from consideration of the validity and enforceability” of the Purchase Offer because “[t]he parties described the transaction in their ‘Purchase Offer’ to include reaching an agreement on the terms of a ‘Fee Simple Gas Lease.’” Id. at 17- 18. Therefore, America First was not entitled to relief. On October 8, 2025, America First filed a motion for post-trial relief, and an amended motion on November 4, 2025. In its motion, America First asserted that the trial court erred in finding that no contract existed and that Maple Grove breached its express contractual duty to cooperate and the implied duty of good faith and fair dealing by refusing to negotiate the terms - 10 - J-A18004-26 of the oil and gas lease. Maple Grove filed answers in opposition to the motions and argument was held on December 16, 2025. On December 22, 2025, the trial court issued an opinion and order denying America First’s post-trial motion. The trial court ruled that the terms of the gas lease for the 611.5 acres owned by the Radakers was an essential term and not severable.4 See Trial Court Opinion, 12/22/25, at 5. Further, based on the email exchanges between the parties’ attorneys between June 2020 and the end of August 2020, the trial court concluded that Maple Grove did not refuse to negotiate the terms of the oil and gas lease before closing. See id. at 8. The trial court highlighted that after Attorney Shekell first mentioned a lease via email on August 24, 2020, Attorney Parker responded asking for “business terms” and never received a response. See id. In sum, Maple Grove could not “be found to have breached a duty when the primary reason a lease was not negotiated ____________________________________________ 4 The trial court also found that America First waived this issue because at trial America First did not offer any arguments or evidence that “the requirement for a lease is not a material part of the agreement.” Trial Court Opinion, 12/22/25, at 4. Maple Grove reiterates this position on appeal. See Appellees’ Brief, at 13-16. We decline to find waiver. America First has always maintained that the parties entered into an enforceable contract which necessarily means that the unspecified terms of the lease for the 611.5 acres are not essential to the formation of the contract. See Appellant’s Brief, at 42. While America First has always recognized that an oil and gas lease is necessary to operate the wells on the 611.5 acres of land, it has always maintained that it is not necessary to execute the transaction because an agreement to specific terms of the lease can be reached after the assets are transferred. See Reply Brief, at 7. We agree with America First and decline to find waiver. - 11 - J-A18004-26 and the deal did not close was the disagreement by the attorneys on what information and documentation was required to complete the deal.” Id. America First timely appealed. America First filed a concise statement of errors complained of on appeal and the trial court filed a statement in lieu of an opinion.5 See Pa.R.A.P. 1925(a)-(b). America First raises the following issues for our review: 1. Whether the trial court’s Post-Trial Motion order is not supported by competent evidence and is an error of law in holding that, “the Defendants [Appellees] cannot be found to have breached a duty when the primary reason a[n] [oil and gas] lease was not negotiated and the deal did not close was the disagreement by the attorneys on what information and documentation was required to complete the deal,” given the vast weight of evidence at trial that [the Radakers] denied that there was any deal to close, insisted that the Parties needed to negotiate and prepare a separate agreement to determine what assets were being sold, and refused to negotiate the gas lease they contractually agreed to negotiate? 2. Whether the trial court abused its discretion or erred as a matter of law by interpreting the parties’ agreement to negotiate the terms of an oil and gas lease covering the Radaker[s’] personal 611.5 acres of shallow gas in a manner that gave complete discretion and unilateral power to Appellees to decide if and under what terms they would or would not lease their existing personal oil and gas wells, and therefore whether the sale of Maple Grove to [America First] itself would ever occur. 3. Whether the trial court abused its discretion and/or erred as a matter of law in ruling that Appellees did not breach their express ____________________________________________ 5 In its statement, the trial court directed this Court to consider “in particular the facts recited in paragraphs 35 and 36 on pages 9 through 13 of the [September 26, 2025,] Opinion and the analysis and conclusions stated on pages 16 through 18 of the Opinion[,]” and the reasons stated in its December 22, 2025, Opinion denying America First’s amended motion for post-trial relief. See 1925(a) Statement, 2/26/26. - 12 - J-A18004-26 contractual duty to cooperate and the duty of good faith and fair dealing despite Appellees’ refusal to negotiate the oil and gas lease and Appellees’ testimony at trial denying agreement on which assets they were selling to [America First] after signing the June 18, 2020 Purchase Offer, including Appellees’ express contention that the June 18, 2020 Purchase Offer was not an enforceable contract and did not reflect an agreement on terms, describing it as a “potential” transaction and as only a “letter of intent.” 4. Whether the trial court abused its discretion and/or erred as a matter of law in failing to address that Appellees’ denial of any agreement on the assets to be sold to [America First], which argument the trial court rejected, effectively prevented [America First] and Appellees from preparing the closing documents, negotiating the written documents to close including the contemplated oil and gas lease, and closing the transaction reflected in the June 18, 2020 Contract. 5. Whether the trial court abused its discretion and/or erred as a matter of law in ruling that [America First] waived its right to assert that the lack of an executed “Terms of Fee Simple Gas Lease to be determined” covering only 611.5 shallow gas acres personally owned by the Radakers does not preclude enforcement of the entire transaction to sell the Maple Grove operating assets to [America First]. 6. Whether the trial court abused its discretion and/or erred as a matter of law in concluding that “There is no evidence indicating that the parties believed that the gas lease on 611.5 acres owned by the Radakers was a small portion of the assets to be conveyed or was of ‘minuscule value’ compared to the other assets,” when the purchase price for the transaction was $1,000,000, the asset package was tens of thousands of acreage, real estate, royalty interests, customers, and infrastructure, and Appellees themselves valued the gas lease on 611.5 acres at only $48,920? Appellant’s Brief, at 4-6 (some alterations in original; suggested answers omitted). America First’s detailed issues are interrelated and assert that the trial court erred in ruling that: (1) an enforceable contract did not exist; and (2) - 13 - J-A18004-26 Maple Grove did not violate an “express contractual duty to cooperate and the duty of good faith and fair dealing.” See Appellant’s Brief, at 21-24. Before addressing the parties’ relevant arguments related to these issues, we consider the applicable legal principles. Our standard of review in non-jury cases is “whether the findings of the trial court are supported by competent evidence and whether the trial court committed error in the application of law.” Kowalski v. TOA PA v. L.P., 206 A.3d 1148, 1159 (Pa. Super. 2019) (citation omitted). “Our scope of review for questions of law is plenary.” Odedeyi v. Wells Fargo Bank, 319 A.3d 610, 612 (Pa. Super. 2024) (citation omitted). “The interpretation of a contract is a matter of law and, as such, we need not defer to the trial court’s reading of the agreement.” Myers Water Transfer, LLC v. LOLA Energy PetroCo, LLC, 351 A.3d 256, 264 (Pa. Super. 2025) (citation omitted). “The paramount goal of contractual interpretation is to ascertain and give effect to the intent of the parties.” Lascoli v. Thomas A. Fahr Masonry Contractors, 355 A.3d 975, 981 (Pa. Super. 2026) (citation and brackets omitted). We will find the parties’ agreement enforceable as a contract when the parties to it 1) reach a mutual understanding, 2) exchange consideration, and 3) delineate the terms of their bargain with sufficient clarity. An agreement is expressed with sufficient clarity if the parties intended to make a contract and there is a reasonably certain basis upon which a court can provide an appropriate remedy. Accordingly, not every term of a contract must always be stated in complete detail. If the parties have agreed on the essential terms, the contract is enforceable even though recorded only in an informal memorandum that requires - 14 - J-A18004-26 future approval or negotiation of incidental terms. In the event that an essential term is not clearly expressed in their writing but the parties’ intent concerning that term is otherwise apparent, the court may infer the parties’ intent from other evidence and impose a term consistent with it. Indeed, terms of an agreement that appear otherwise vague may be rendered definite by subsequent performance: One or both parties may perform in such a way as to make definite that which was previously unclear. Myers Water, 351 A.3d at 264-65 (citation and brackets omitted). Additionally, “custom in the industry or usage in the trade is always relevant and admissible in construing commercial contracts and does not depend on any obvious ambiguity in the words of the contract.” Dressler Family, LP v. PennEnergy Resources, LLC, 276 A.3d 729, 736 (Pa. Super. 2022) (citation omitted). Oil and gas lease agreements exist at the intersection of contract and property law. Pennsylvania law mandates that an oil and gas lease contains a royalty rate of at least 12.5%. See 58 P.S. § 33.3. Our Supreme Court has further explained the “unique characteristics of an oil and gas lease.” T.W. Phillips Gas & Oil Co. v. Jedlicka, 42 A.3d 261, 267 (Pa. 2012). [T]he traditional oil and gas “lease” is far from the simplest of property concepts.... Generally, however, the title conveyed in an oil and gas lease is inchoate, and is initially for the purpose of exploration and development. If development during the agreed upon primary term is unsuccessful, no estate vests in the lessee. If, however, oil or gas is produced, a fee simple determinable is created in the lessee, and the lessee’s right to extract the oil or gas becomes vested. A fee simple determinable is an estate in fee that automatically reverts to the grantor upon the occurrence of a specific event. The interest held by the grantor after such a conveyance is termed a possibility of reverter. Such a fee is a fee simple, because it may - 15 - J-A18004-26 last forever in the grantee and his heirs and assigns, the duration depending upon the concurrence of collateral circumstances which qualify and debase the purity of the grant. Within the oil and gas industry, oil and gas leases generally contain several key provisions, including the granting clause, which initially conveys to the lessee the right to drill for and produce oil or gas from the property; the habendum clause, which is used to fix the ultimate duration of the lease; the royalty clause; and the terms of surrender. .... Typically ... the habendum clause in an oil and gas lease provides that a lease will remain in effect for as long as oil or gas is produced “in paying quantities.” Traditionally, use of the term “in paying quantities” in a habendum clause of an oil or gas lease was regarded as for the benefit of the lessee, as a lessee would not want to be obligated to pay rent for premises which have ceased to be productive, or for which the operating expenses exceed the income. Seneca Resources Corp. v. S & T Bank, 122 A.3d 374, 380 (Pa. Super. 2015) (quoting Jedlicka, 42 A.3d at 267-68) (emphasis added); see also Dressler Family, 276 A.3d at 734 n.9 (Pa. Super. 2022) (“despite the use of the term ‘lease,’ an oil and gas lease actually involves a conveyance of property rights within a highly technical and well-developed industry. Thus certain aspects of property law as refined by and utilized within the industry are necessarily brought into play.”) (internal quotation marks, brackets, and citation omitted). The above principles help bring the issues raised by America First and the arguments raised by both parties into clear focus. - 16 - J-A18004-26 America First advances multiple arguments in support of its position that the trial court erred in concluding that an enforceable contract did not exist. First, America First argues that that the trial court erred in not enforcing the agreement despite recognizing that the Purchase Offer and Asset List demonstrated the parties’ mutual intent to transfer Maple Grove’s assets. See Appellant’s Brief, at 25-28. America First claims that the trial court rendered an “initial holding that the factual record supports enforcement of the purchase offer as a contract[.]” Id. at 27 (emphasis added). This is incorrect. The trial court recognized that the description of the assets in the Purchase Offer and Asset List did weigh in favor of the formation of an enforceable contract. See Trial Court Opinion, 9/26/25, at 16. However, it went on to explain that the parties’ failure to “express their intent regarding any terms of a gas lease in the Purchase Offer[]” was fatal to the formation of an enforceable contract for all the assets. Id. at 16. Our task is to decide whether that ruling is supported by the evidence and legally correct. In contesting the interpretation of the Purchase Offer and Asset List, America First argues that an enforceable contract existed because, while a lease was necessary to operate the wells on the 611.5 acres, it was not an essential term of the entire contract because the transaction could have been executed without the lease, which pertained to only a fraction of the land and - 17 - J-A18004-26 monetary value of the assets.6 See Appellant’s Brief, at 21-22, 29-31, 43-44. While America First does cite to cases for general principles of contract formation and interpretation, it does not cite to any analogous cases in support of its position. See id. Maple Grove argues that whether a term is essential to the formation of a contract is “not merely a matter of monetary value, but its role within the entire transaction, given the parties’ intentions when executing the agreement.” Appellees’ Brief, at 25. We agree with Maple Grove. The language of the Purchase Offer and Asset List is clear that the parties had not specified the terms of the oil and gas lease for the 611.5 acres. There were various provisions of such a lease that the parties would have to agree to, especially, because the Radakers lived on the 611.5 acres. See Seneca Resources Corp., 122 A.3d at 380. Maple Grove is correct that, in deciding whether the failure to agree to the essential terms of a portion of the assets renders the entire agreement unenforceable, the monetary value is not controlling. Rather, “[t]he central task is to ascertain the intent of the parties.” Jacobs v. CNG Transmission Corp., 772 A.2d 445, 452 (Pa. 2001). In doing so, absent express language that a contract is entire, a court may look to the contract as a whole, including the character of the consideration, to determine the intent of the parties as to ____________________________________________ 6 Both America First and Maple Grove dispute whether the terms of the lease constituted a “material” term of the contract. We note that for contract formation courts analyze whether an agreement contains all “essential” terms not merely “material” terms. See Toppy v. Passage Bio, Inc., 285 A.3d 672, 682 (Pa. Super. 2022). - 18 - J-A18004-26 severability and may also consider the circumstances surrounding the execution of the contract, the conduct of the parties, and any other factor pertinent to ascertaining the parties’ intent. Id. Here, the parties intended that agreeing to a lease for the 611.5 acres was essential to the entire transaction. The need to determine the terms of the fee simple gas lease was not only included on the Asset List but was handwritten on the signed Purchase Offer. While the Asset List broke down the value of the various assets, the consideration to be paid was not apportioned by asset; it was of a singular nature – $1,000,000, in five installment payments of $200,000, “for all assets.” Without the lease, America First could not operate on the 611.5 acres. Nothing in the language of the Purchase Offer and Asset List suggests that the parties intended to transfer an unusable asset. Because the parties failed to specify essential terms, “[a]ll we have is an ‘agreement to agree’ which is incapable of enforcement.” Olson v. North Am. Indus. Supply, Inc., 658 A.2d 358, 363 (Pa. Super. 1995) (citation omitted). Therefore, the trial court did not err in ruling that America First and Maple Grove did not enter an enforceable contract. Lastly, America First argues that the trial court erred in finding that Maple Grove did not violate its express contractual duty to cooperate and the implied duty of good faith and fair dealing because Maple Grove refused to negotiate the terms of a lease. See Appellant’s Brief, at 37. We have explained: - 19 - J-A18004-26 The obligation to act in good faith in the performance of contractual duties varies somewhat with the context, and a complete catalogue of types of bad faith is impossible, but it is possible to recognize certain strains of bad faith which include: evasion of the spirit of the bargain, lack of diligence and slacking off, willful rendering of imperfect performance, abuse of power to specify terms, and interference with or failure to cooperate in the other party’s performance. Francis v. LCP N. Third, LLC, 293 A.3d 273, 279-80 (Pa. Super. 2023) (citation omitted). Further, “the implied covenant of good faith and fair dealing attaches to existing contractual obligations; it does not add new contractual duties.” Hammell v. Allegheny Clinic, --- A.3d ---, 2026 WL 2241671, at *9 (Pa. Super. filed Aug. 4, 2026) (internal quotation marks and citations omitted). America First’s argument regarding Maple Grove’s violation of the express contractual duty to cooperate and the implied duty of good faith and fair dealing is premised on the existence of an enforceable contract. See Appellant’s Brief, at 35-40. Here, no contract existed. Therefore, America First’s argument necessarily fails.7 ____________________________________________ 7 We briefly note that it appears to be an open question whether Pennsylvania courts recognize a contract-based cause of action for breach of a promise to negotiate in good faith. See SodexoMAGIC, LLC v. Drexel Univ., 24 F.4th 183, 221 (3d Cir. 2022) (applying Pennsylvania law) (citation omitted); see also GMH Assocs., Inc. v. Prudential Realty Grp., 752 A.2d 889, 904 (Pa. Super. 2000) (“we conclude, if our courts were to recognize the existence of such a cause of action, that the duty to negotiate in good faith was not breached in this case”); Jenkins v. Cnty. of Schuylkill, 658 A.2d 380, 385 (Pa. Super. 1995) (“Without determining whether a cause of action for breach of a duty to negotiate in good faith exists in Pennsylvania, it is evident that (Footnote Continued Next Page) - 20 - J-A18004-26 Alternatively, the trial court explained why Maple Grove did not violate any duty. The court cannot conclude from this evidence that [Maple Grove] refused to negotiate the terms of an oil and gas lease that all parties agreed needed to be determined during the due diligence period in order for [America First] to produce g