## Facts

- Fidelity Bank accepted an unsecured $3 million demand promissory note from S. Marshall Gorson, Joseph N. Gorson, and Harry F. Glazar, individually and trading as Gorson Enterprises, a Pennsylvania limited partnership.
- The note contained a warrant of attorney permitting Fidelity to confess judgment against the makers at any time before or after maturity.
- Joseph N. Gorson died on February 4, 1979.
- After disputes, Fidelity and S. Marshall Gorson executed a supplemental agreement dated October 23, 1979 providing Fidelity would not make demand for payment of principal for one year (until October 23, 1980), except upon default in interest.
- On January 11, 1980, Fidelity filed a complaint in confession of judgment and obtained confessed judgments against S. Marshall Gorson, the estate of Joseph N. Gorson, and Glazar; Fidelity did not issue execution and characterized the filings as for security.
- S. Marshall Gorson petitioned to open the judgment, asserting it violated the supplemental agreement’s no-demand provision.
- The executors for Joseph N. Gorson’s estate petitioned to strike the judgment, asserting the warrant of attorney was revoked by the maker’s death.
- Glazar sought to open or strike the judgment, asserting grounds distinct from the supplemental agreement.
- The trial court opened the judgment as to S. Marshall Gorson, but denied relief to Glazar and the estate; the consolidated appeals followed.

## Issues

1. Whether entry of a confessed judgment constituted a prohibited “demand for payment of principal” under the supplemental agreement with S. Marshall Gorson, requiring the judgment to be opened.
2. Whether a maker’s death revokes a warrant of attorney to confess judgment, requiring a post-death confessed judgment against the estate to be stricken.
3. Whether Glazar established grounds to open or strike the confessed judgment entered against him on the note.

## Decision

- The Superior Court reversed the order opening the judgment as to S. Marshall Gorson and reinstated the confessed judgment.
- The court held that entering judgment for security, without execution, did not constitute a prohibited demand for principal under the supplemental agreement absent explicit language restricting confession of judgment.
- The court reversed the denial of the estate’s petition to strike and ordered the judgment against Joseph N. Gorson’s estate stricken.
- The court held that Joseph N. Gorson’s death revoked the warrant of attorney, leaving Fidelity without authority to confess judgment against him or his estate after death.
- The court affirmed the denial of Glazar’s requested relief, leaving the confessed judgment against him in place.

## Legal Principles

- A warrant of attorney authorizing confession of judgment “at any time before or after maturity” permits entry of judgment unless contract language clearly restricts that remedy.
- An agreement postponing “demand for payment of principal” does not, without explicit terms, bar entry of a confessed judgment for security where execution is not pursued contrary to the agreement.
- Under Pennsylvania law, the death of a note maker revokes the warrant of attorney to confess judgment; a confessed judgment entered after the maker’s death is void as to the decedent and must be stricken.
- A petition to open a confessed judgment requires a meritorious defense; absent a defense limiting the warrant’s enforceability or the creditor’s authority, the judgment will stand.

## Conclusion

The court reinstated the confessed judgment against S. Marshall Gorson because filing judgment for security did not violate a one-year no-demand-for-principal agreement, struck the judgment against the estate because a maker’s death revokes the warrant of attorney, and upheld the confessed judgment against Glazar for lack of a meritorious defense.


Fidelity Bank v. Gorson, 442 A.2d 265 (Pa. Super. Ct. 1982)