In re: Upset Sale TCB Tioga Co; Apl of: Ostapowicz

[J-46-2025] [MO:Todd, C.J.]

IN THE SUPREME COURT OF PENNSYLVANIA MIDDLE DISTRICT

IN RE: UPSET SALE, TAX CLAIM : No. 51 MAP 2024 BUREAU OF TIOGA COUNTY, CONTROL : NO. 012488 : Appeal from the Order of the : Commonwealth Court at No. 1285 MARTIN J. OSTAPOWICZ, : CD 2022, entered on November 6, : 2023, Affirming the Order of the Appellant : Tioga County Court of Common : Pleas, Civil Division, at No. 606 CV v. : 2021, entered on October 12, 2022 : TIOGA COUNTY TAX CLAIM BUREAU, : ARGUED: May 30, 2025 : Appellee :

CONCURRING AND DISSENTING OPINION

JUSTICE DOUGHERTY DECIDED: January 21, 2026 I join the majority’s determination the Bureau complied with the Real Estate Tax Sale Law’s (“RETSL”) 1 notice requirements. I respectfully dissent, however, from the majority’s holding that the RETSL does not allow property owners to raise most equitable challenges to the sale, namely that a sale price is grossly inadequate. Because I believe such claims are cognizable under the RETSL, I would remand the case to allow the trial court to consider whether the sale price was grossly inadequate.

The provisions pertaining to challenges to, and confirmations of, upset tax sales can be found in Section 607 of the RETSL. See 72 P.S. §5860.607. After an upset sale, Section 607 first requires the county tax bureau to make a consolidated return to the court of common pleas, setting forth the details of the sale, and “if it shall appear to said court

The bureau must also provide notice to each owner “that the property was sold and that the owner may file objections or exceptions with the court relating to the regularity and procedures followed during the sale no later than thirty (30) days after the court has made a confirmation nisi of the consolidated return.” Id. at §5860.607(a.1)(1). After the confirmation nisi, the bureau must publish notice of the return to court and confirmation nisi, stating that owners or lien creditors can file objections or exceptions, or else the consolidated return will be confirmed absolutely. See id. at §5860.607(b).

Most relevant here, Section 607(d) provides: Any objections or exceptions to such a sale may question the regularity or legality of the proceedings of the bureau in respect to such sale, but may not raise the legality of the taxes on which the sale was held, of the return by the tax collector to the bureau or of the claim entered. In case any objections or exceptions are filed they shall be disposed of according to the practice of the court. If the same are overruled or set aside, a decree of absolute confirmation shall be entered by the court.

Id. at §5860.607(d) (emphasis added). If the court sustains the objections or exceptions and “deems the defect not amendable,” it shall invalidate the sale and order another sale.

Id. at §5860.607(e). But “[i]f no objections or exceptions are filed or if objections or exceptions are finally overruled and the sale confirmed absolutely, the validity of the tax, its return for nonpayment, the entry of the claim, or the making of such claim absolute and the proceedings of the bureau with respect to such sale, shall not thereafter be inquired into judicially in equity or by civil proceedings by the person in whose name such property was sold, by a grantee or assignee, by any lien creditor or by any other person, except with respect to the giving of notice under the act, to the time of holding the sale, or to the time of petitioning the court for an order of sale.” Id. at §5860.607(g) (emphasis added). In sum, Section 607 establishes a timeline of events after an upset

[J-46-2025] [MO: Todd, C.J.] - 2 sale occurs: the bureau makes a consolidated return to the court, the court makes a preliminary confirmation nisi, and interested parties can file objections or exceptions. If those objections or exceptions are sustained, the court invalidates the sale. If the objections or exceptions are overruled, the court confirms the sale absolutely.

Working backwards through Section 607’s provisions, I first note my disagreement with the majority’s determination that “[b]y its plain language, Subsection 5860.607(g) does not permit a challenge to an allegedly inadequate sale price.” Majority Opinion at 22. 2 In my view, Section 607(g) expressly suggests the opposite — that owners can raise equitable challenges (such as a grossly inadequate price challenge) in their objections and exceptions. Critically, the language emphasized by the majority pertains only after “objections or exceptions are finally overruled and the sale [is] confirmed absolutely[.]”

72 P.S. §5860.607(g). This specification that “the proceedings of the bureau with respect to such sale[ ] shall not thereafter be inquired into judicially in equity or by civil proceedings” (save a few specific claims) suggests that prior to absolute confirmation — i.e., in objections or exceptions — owners can raise other equitable challenges to the bureau’s proceedings with respect to the sale. Id. (emphasis added). Otherwise, the word “thereafter” would be surplusage. See Commonwealth v. McClelland, 233 A.3d 717, (Pa. 2020) (“Some meaning must be ascribed to every word in a statute . . . , and there is a presumption that disfavors interpreting language as mere surplusage.”), citing Pa.C.S. §1922(2). At the very least, Section 607(g) does not curtail the content of

[J-46-2025] [MO: Todd, C.J.] - 3 objections or exceptions, which are filed after the confirmation nisi but before absolute confirmation.

But what of Section 607(d)? Certainly, the majority is correct that subsection puts limits on objections or exceptions: they “may question the regularity or legality of the proceedings of the bureau in respect to such sale, but may not raise the legality of the taxes on which the sale was held, of the return by the tax collector to the bureau or of the claim entered.” 72 P.S. §5860.607(d). Yet I respectfully disagree with the majority’s interpretation of those limits. I do not take issue with the majority’s definitions of “regularity” and “legality.” See Majority Opinion at 20 (defining “regularity” as “something that happens in the usual way[,]” and “legality” as “attachment to or observance of law” or “the quality or state of being legal”). But I would emphasize that, to give effect to the disjunctive “or” and avoid surplusage, “regularity” and “legality” must mean different things. See Coleman v. Parkland Sch. Dist., 346 A.3d 1266, 1277 (Pa. 2025) (where nothing in a statute “suggests the rare conjunctive meaning of ‘or’ was intended by the legislature[,] . . . commensurate with [1 Pa.C.S. §]1903(a), we must assume the General Assembly intended the far more common disjunctive meaning for the term”); id. at 1285 (Todd, C.J., dissenting) (“the term ‘or’ is accepted as a disjunctive setting forth choices or alternatives”). The “regularity . . . of the proceedings of the bureau in respect to [an upset] sale” cannot solely refer to whether or not the bureau followed the procedures required by RETSL (or the federal and state constitutions). 72 P.S. §5860.607(d). Otherwise, “regularity” in this context would be synonymous with “legality.” “This is contrary to the basic rule of construction that when a rule or statute uses different words, it is presumed the words have different meanings.” Shirley v. Pa. Legislative Reference Bureau, 318

[J-46-2025] [MO: Todd, C.J.] - 4 A.3d 832, 849 (Pa. 2024). Instead, “regularity” must cover more, and in my view, by contrast to “legality,” it could easily implicate principles of equity. 3 Additionally, I disagree with the majority’s requirement for “an identifiable defect in the proceedings which leads to an inadequate bid at an upset tax sale” before an owner can challenge a grossly inadequate price. Majority Opinion at 20 (emphasis in original).

Section 607(d) does not refer to “proceedings which lead[ ] to” a sale; instead, it speaks of the regularity or legality of “the proceedings of the bureau in respect to such sale[.]” 72 P.S. §5860.607(d). The majority seems to equate regular “proceedings” to “a tax bureau’s usual procedure[,]” Majority Opinion at 20 (emphasis added), but in my view, “proceedings” in this context more naturally refers to the bureau’s conduct or actions in conducting the sale, i.e., the way the bureau “proceeded” with the sale. See Proceeding, Merriam-Webster Dictionary, https://www.merriam-webster.com/dictionary/proceeding (“proceedings plural : events, happenings”) (capitalization omitted).

Moreover, it is unclear why the majority believes the “proceedings of the bureau in respect to [an upset] sale” refers only to the proceedings leading up to the sale, and does not include aspects of the final sale itself, such as the bureau’s sale of the property for a particular price. Consider Section 605 of the RETSL, which defines the upset sale price and provides “[n]o sale of property shall be made by the bureau unless a bid equal to the upset price is made.” 72 P.S. §5860.605. Undoubtedly, if a bureau sold a property for less than its upset price, the owner would be able to object to the “legality of the

§5860.607(e) (emphasis added). The first definition Black’s Law Dictionary provides for the word “decree” is: “Traditionally, a judicial decision in a court of equity, admiralty, divorce, or probate — similar to a judgment of a court of law.” Decree, BLACK’S LAW DICTIONARY (12th ed. 2024) (emphasis added).

[J-46-2025] [MO: Todd, C.J.] - 5 proceedings of the bureau in respect to such sale,” because the bureau’s acceptance of such price would be illegal pursuant to Section 605. But consider also if a bureau sells the property for a price that technically surpasses the upset sale price, but is otherwise so low that it shocks the conscience and is an extreme outlier compared to prices accepted by the bureau in other cases. If the bureau sells the property for such an irregularly low price, why wouldn’t that implicate the “regularity” of the proceedings? 4 I acknowledge there is a presumption in our law that “the price received at a duly- advertised public sale is the highest and best obtainable.” First Fed. Sav. & Loan Ass’n of Lancaster v. Swift, 321 A.2d 895, 897 n.4 (Pa. 1974). Although that presumption might carry the day in the vast majority of cases, presumptions are generally rebuttable. I also observe our case law has long distinguished between a mere inadequacy of price and a gross inadequacy of price, at least in the sheriff’s sale context. Compare Plummer v. Wilson, 185 A. 311, 314 (Pa. 1936) (“It has been repeatedly ruled by this [C]ourt that inadequacy of price is not alone sufficient to invalidate a public sale under process of law.”), with Peoples-Pittsburgh Trust Co. v. Blickle, 199 A. 213, 214 (Pa. 1938) (“In this commonwealth, the principle is established that gross inadequacy of price, on timely application by the mortgagor, furnishes sound basis for setting aside a sheriff’s sale.”).

See also Capozzi v. Antonoplos, 201 A.2d 420, 422 (Pa. 1964) (“gross inadequacy of price is sufficient basis, in itself, for setting aside a sheriff’s sale”) (emphasis added); Del. Cty. Nat’l Bank v. Miller, 154 A. 19, 21 (Pa. 1931) (“It has often been said that [courts] will not [set aside a sale] for a mere inadequacy of price, without more; but no case goes so far as to say that a chancellor must confirm a sale where the inadequacy is so great as to shock his conscience”); City of Philadelphia v. Hart, 224 A.3d 815, 822 (Pa. Cmwlth.

2020) (Brobson, J.) (“Where a tax sale is challenged based upon the adequacy of the price, our courts have frequently held that mere inadequacy of price, standing alone, is not a sufficient basis for setting aside a sheriff’s sale. . . . Where a gross inadequacy exists, however, courts have found proper grounds to set aside a sheriff’s sale, and each case is determined on its own facts.”); Bank of Am., N.A. v. Estate of Hood, 47 A.3d 1208, 1211 (Pa. Super. 2012) (Donohue, J.) (“Where a sale is challenged based upon the adequacy of the price our courts have frequently said that mere inadequacy of price standing alone is not a sufficient basis for setting aside a sheriff’s sale. However where a ‘gross inadequacy’ in the price is established courts have found proper grounds exist to set aside a sheriff’s sale.”) (citation omitted); Cf. Wagener v. Yetter, 124 A. 487, 488 (Pa. 1924) (“We are not unmindful of the rule that mere inadequacy of price without more is not enough for setting aside a sheriff's sale[,] yet, where, as here, the inadequacy is so great as to shock the conscience of a chancellor, this court will seize upon even slight circumstances in order to give relief”) (citation omitted). Under this case law, the majority’s proposition — that “[a]bsent an identifiable defect in the proceedings which leads to an inadequate bid at an upset tax sale, the sale price of a property is determined by the amount the highest bidder is willing to pay for the property” — is correct in most (continued…) [J-46-2025] [MO: Todd, C.J.] - 6 In First Federal Savings and Loan Association of Lancaster v. Swift, a plurality of this Court explained that “[w]hen the rights of a party are clearly established by defined principles of law, equity should not change or unsettle those rights. Equity follows the law.” 321 A.2d 895, 897 (Pa. 1974). I agree completely. But for the reasons outlined above, I disagree with the Swift plurality’s determination the RETSL “is the sole authority governing” such a sale for delinquent taxes, leaving no room for otherwise-available equitable relief. Id. On this point, I am in alignment with Justice Eagen’s concurrence and Justice Pomeroy’s dissent. See id. at 899 (Eagen, J. concurring) (“It is my strong belief that the legislature did not attempt to completely fill this area of the law so as to eliminate all remnants of the common law from being applied. . . . [I]t is my belief that the ‘gross inadequacy’ test has not been eliminated from consideration in delinquent tax sales by [the RETSL].”); id. at 900 (Pomeroy, J. dissenting) (“I . . . cannot agree that [the RETSL] operates to oust equity of jurisdiction which traditionally has been within its cognizance.”).

In exceptional cases where an upset sale has resulted in a grossly inadequate price, I do not believe the RETSL has abrogated this long-recognized equitable relief.

To be clear, I am extremely skeptical appellant could establish that the sale price here was grossly inadequate (or that he would be eligible for equitable relief at all 5). But cases. Majority Opinion at 20 (emphasis omitted). But in my view, in those rare cases where the price obtained is grossly inadequate — where it is so outrageously low that it “shock[s the] conscience,” Miller, 154 A. at 21 — that fact alone can rebut the usual presumption, with the caveat that each case is to be decided on its own facts. See Capozzi, 201 A.2d at 422; see also Miller, 154 A. at 21 (“he would be a strange student of the law who could conclude that a chancellor grossly abused his discretion by refusing to do that which would have shocked his conscience”).

[J-46-2025] [MO: Todd, C.J.] - 7 because the trial court rejected this claim out of hand, I would remand to that court so it could consider the issue in the first instance. Thus, for all of the foregoing reasons, I respectfully dissent from the majority’s holding that “[a]bsent an irregularity or illegality in the sale proceedings that is tied to the allegedly inadequate sale price of a property, the RETSL does not permit a landowner to seek equitable relief based on the sale price, regardless of the ratio of the sale price to a property’s fair market value.” Majority Opinion at 25. I otherwise join the majority’s determination the Tioga County Tax Claim Bureau complied with the RETSL’s notice requirements.

[J-46-2025] [MO: Todd, C.J.] - 8

[J-46-2025] IN THE SUPREME COURT OF PENNSYLVANIA MIDDLE DISTRICT TODD, C.J., DONOHUE, DOUGHERTY, WECHT, MUNDY, BROBSON, McCAFFERY, JJ.

IN RE: UPSET SALE, TAX CLAIM : No. 51 MAP 2024 BUREAU OF TIOGA COUNTY, CONTROL : NO. 012488 : : Appeal from the Order of the MARTIN J. OSTAPOWICZ, : Commonwealth Court at No. 1285 : CD 2022, entered on November 6, Appellant : 2023, Affirming the Order of the : Tioga County Court of Common v. : Pleas, Civil Division, at No. 606 CV : 2021, entered on October 12, 2022 TIOGA COUNTY TAX CLAIM BUREAU, : : ARGUED: May 30, 2025 Appellee :

OPINION

CHIEF JUSTICE TODD DECIDED: January 21, 2026 We granted review in this matter to consider whether the trial court properly upheld an upset tax sale, conducted pursuant to the Real Estate Tax Sale Law (“RETSL”), 1 where the sale price of the subject property was approximately 18% of the property’s appraised fair market value. We hold that the trial court properly upheld the sale, albeit for reasons different than those articulated by the lower courts, and, thus, we affirm the Commonwealth Court’s decision.

I. Factual and Procedural History Appellant Martin J. Ostapowicz was the owner of a 52.77-acre parcel of real property in Morris Township, Tioga County (the “Property”), on which his home was

The “upset price”3 for the Property at the time of the sale was $11,416.14, and the Property ultimately sold for $83,000, which was approximately 18% of its fair market value according to Appellant’s appraisal.

Thereafter, Appellant filed a series of objections to the sale. Relevant herein, in his initial objections, Appellant averred that the Bureau “failed to comply with the notice requirements” set forth in Section 5860.602 of the RETSL. Objections/Exceptions to Tax Sale Held September 24, 2021, 10/6/21 (R.R. 6a-8a). In his first amended objections, Appellant argued that the RETSL violates the United States and Pennsylvania Constitutions because “the sale constitutes a ‘taking’ of real property without just compensation;” the notice requirements set forth in the RETSL are “inadequate and the resulting sale is violative of procedural due process;” and the RETSL allows the government to sell a landowner’s property to satisfy a tax claim “that is miniscule when compared to the value of the property forfeited, thus violating substantive due process.”

First Amended Objections/Exceptions to Tax Sale Held September 24, 2021, 11/5/21 (R.R. 37a). Appellant filed his final “Objections/Exceptions to Tax Sale” on December 9, 2021, following the trial court’s entry of a Decree Nisi on November 17, 2021. Timothy

[J-46-2025] - 2 Smith, who purchased the Property at the upset tax sale, was granted intervenor status by the trial court.

At a hearing on Appellant’s objections, the director of the Bureau and chief assessor for Tioga County, Joshua Zeyn, explained that Appellant had a long history of failing to pay taxes on the Property, as the Bureau’s tax history report indicated that Appellant had been delinquent on his taxes every year since 2004. Zeyn further testified that, contrary to Appellant’s assertions, the Bureau fully complied with the notice and service requirements of the RETSL. Specifically, with respect to Section 5860.602(e), which sets forth the written notice requirements, 4 Zeyn indicated that, on March 3, 2020, the Bureau sent Appellant, by restricted mail, a Notice of Return and Claim, which provided Appellant with information regarding the amount of taxes and interest due on the Property through March 31, 2020, and advised him of the consequences of nonpayment, but that the notice was returned to the Bureau as undeliverable.

Zeyn also testified that, on July 14, 2021, the Bureau sent Appellant, by restricted mail, a Notice of Public Tax Sale, advising him that an upset tax sale was scheduled for the Property at 10:00 a.m. on September 24, 2021. The Notice of Public Tax Sale informed Appellant that he had until July 30, 2021 to pay, or set up an agreement to pay,

If return receipt is not received from each owner pursuant to Section 5860.602(e)(1), the Borough must provide, at least 10 days before the date of the upset tax sale, similar notice “to each owner who failed to acknowledge the first notice by United States first class mail, proof of mailing, at his last known post office address by virtue of the knowledge and information possessed by the bureau, by the tax collector for the taxing district making the return and by the county office responsible for assessments and revisions of taxes.”

72 P.S. § 5860.602(e)(2).

[J-46-2025] - 3 the Property’s outstanding taxes in order to avoid advertisement of the upset tax sale.

The notice contained the following warning: “Your property is about to be sold without your consent for delinquent taxes. Your property may be sold for a small fraction of its fair market value.” (R.R. at 30a). However, the notice was returned to the Bureau as unclaimed, and, as a result, the Bureau completed a proof of mailing on September 10, 2021, documenting that it had mailed the notice to Appellant.

Zeyn testified that, on September 8, 2021, the Bureau mailed Appellant a Final Notice, once again informing him of the outstanding tax balance on the Property, and the scheduled date and time of the upset tax sale. The Final Notice advised Appellant that he had until 3:30 p.m. on September 23, 2021 to pay the Property’s outstanding 2019 taxes in order to avoid the upset tax sale. The Final Notice was not returned as undeliverable. 5 Additionally, Zeyn testified that notice of the scheduled upset tax sale was physically posted to Appellant’s Property by a processing agent, Evelyn Laughlin, on June 14, 2021, as required under Section 5860.602(e)(3) of the RETSL. 6 He also explained In addition to the notices described above, Zeyn testified that the Bureau sent Appellant several notices regarding the Property’s outstanding taxes and the scheduled upset tax sale that were not expressly required by the RETSL. Specifically, Zeyn recounted that, on February 4, 2020, the Borough sent Appellant a notice informing him that his 2019 property taxes were delinquent; on November 5, 2020, the Bureau mailed Appellant an Open Billing Letter, which detailed the Property’s outstanding taxes for 2019, and described the available payment options and instructions for seeking an agreement to stay the sale (in actuality, Appellant was not eligible to enter an agreement to stay the sale because he previously defaulted on such an agreement in connection with the Property’s 2018 delinquent taxes); and, on April 1, 2021, the Bureau sent Appellant a notice which advised him of the amount of his outstanding tax liability for the Property, and informed him of his payment options, the due dates for payment, and the consequences for nonpayment. The first two notices were returned to the Bureau as undeliverable, and the Bureau received no response from Appellant with respect to the third notice.

Finally, Zeyn relayed that Appellant contacted the Bureau by telephone on September 1, 2021, to inquire as to the amount of payment required to avoid the upset tax sale. Appellant was informed that he needed to pay $2,595.50 in certified funds prior to 3:30 p.m. on September 23, 2021, in order to halt the sale. Appellant, however, failed to make payment.

In response to the evidence offered by the Bureau, Appellant testified that he never saw the posted notice at the Property, did not see the advertisement of the upset tax sale the RETSL defines “posting” as the affixation of a notice to a stake located on or adjacent to the property “in a manner situated to be reasonably conspicuous to both the owner and the general public.” Id. § 5860.102(1)(ii).

[J-46-2025] - 5 in any publication, 8 did not recall receiving any notices about the sale, and was not made aware of the impending sale from anyone who used the Property’s driveway. Appellant further claimed that he did not recall being personally served with notice of the upset tax sale on June 18, 2021, alleging that he first learned of the scheduled sale from his real estate agent on September 24, 2021, the day of the sale. According to Appellant, at that time, he went directly to the Bureau with money to pay the delinquent taxes, but was told that he was too late, and that the Property had been sold. Appellant also presented testimony from his son and daughter, as well as an employee, all of whom stated that they used the Property’s driveway multiple times per week, but never saw the posted notice at the end of the driveway.

The trial court denied Appellant’s objections, concluding that the Bureau established that Appellant was given proper notice of the upset tax sale, that Appellant personally was served with notice of the scheduled sale, and that notice was properly posted at the Property. Notably, the trial court expressly credited the testimony of Zeyn and Laughlin, and found Appellant’s testimony not to be credible. The trial court also determined that there was no legal basis for granting Appellant relief in connection with the allegedly inadequate sale price of the Property. Appellant filed an appeal with the Commonwealth Court, reiterating his claims that the Bureau failed to adhere to the RETSL’s notice and posting requirements, and that the Property was sold for a grossly inadequate price.

[J-46-2025] - 6 In a unanimous opinion authored by Judge Christine Fizzano Cannon, the Commonwealth Court affirmed. In re Upset Sale, Tax Claim Bureau of Tioga Cnty., Control No. 012488, 305 A.3d 1118 (Pa. Cmwlth. 2023) (“Upset Sale”). After examining the service and notice requirements of Sections 5860.601 and 5860.602 of the RETSL, the court concluded that the record evidence established that Appellant received proper notice of the upset tax sale through publication, posting, mail, and personal service.

Specifically, the court recounted the testimony of Zeyn and Laughlin that notice was posted at the Property on June 14, 2021, and that Laughlin personally served Appellant with notice on June 18, 2021. In this respect, the court observed that the trial court found the testimony of Zeyn and Laughlin to be credible, and noted that it was bound by the trial court’s credibility determinations. The court further determined that the documentary exhibits that were entered into evidence demonstrated that the Bureau notified Appellant of the impending sale by mail and through publication, in accordance with the requirements of the RETSL. Thus, the court held that the trial court did not err in refusing to set aside the upset tax sale based on Appellant’s claims that the Bureau failed to comply with the RETSL.

The Commonwealth Court likewise rejected Appellant’s argument that he was entitled to equitable relief because the Property’s sale price was grossly inadequate. In this regard, the court recognized that properties sold at upset tax sales must be sold for equal to or greater than the upset price. See 72 P.S. § 5860.605 (“No sale of property shall be made by the bureau unless a bid equal to the upset price is made.”). The court further observed that “Pennsylvania courts have held that, in cases challenging tax sales on the basis of the adequacy of the sale price, the mere alleged inadequacy of the sale price, standing alone, is not a sufficient basis upon which to set aside the sale.” Upset

[J-46-2025] - 7 Sale, 305 A.3d at 1126 (citing Mathias v. York Cnty. Tax Claim Bureau, 283 A.3d 899 (Pa. Cmwlth. filed July 8, 2022) (table) (unpublished memorandum opinion)).

Nevertheless, the court noted that, “[w]hile cases involving grossly inadequate sales prices typically involve sheriffs’ sales in mortgage foreclosure actions, the grossly inadequate price may also be examined as a basis to set aside tax sales where irregularities in the sale contribute to the grossly inadequate price.” Id. at 1126-27 (citing Hart v. Bulldawg, LLC and City of Phila., Dep’t of Revenue, 2017 WL 582735 (Pa. Cmwlth. filed Feb. 14, 2017) (unpublished memorandum opinion)). The Commonwealth Court recognized, however, that in such cases, courts have deemed a sale price to be grossly inadequate when the “sale price was a small percentage – roughly ten percent or less – of the established market value.” Id. at 1127 (quoting Bank of Am., N.A. v. Estate of Hood, 47 A.3d 1208, 1212 (Pa. Super. 2012)). Moreover, the court emphasized that a presumption exists that the price received at a public sale is the highest and best available. Id. (quoting City of Phila. v. Hart, 224 A.3d 815, 822 (Pa. Cmwlth. 2020)).

Concluding that Appellant failed to establish that a sale price of 18% of the fair market value of the Property was grossly inadequate, the court held that Appellant was not entitled to equitable relief based on the sale price of the Property, and it affirmed the trial court’s order.

We granted Appellant’s petition for allowance of appeal to determine whether the lower courts “err[ed] in affirming a county tax sale of real estate where the successful bid at the sale of [the] home was approximately 18 percent of its appraised fair market value.”

In re Upset Sale, Tax Claim Bureau of Tioga Cnty., Control No. 012488, 321 A.3d 871 (Pa. filed July 1, 2024) (order).

Preliminarily, we note that, in granting Appellant’s request for review, we specifically directed the parties to discuss in their briefs this Court’s decision in First

[J-46-2025] - 8 Federal Savings & Loan Association of Lancaster v. Swift, 321 A.2d 895 (Pa. 1974) (“Swift”). In Swift, a bank failed to pay taxes on a parcel of land on which it held a mortgage, and, as a result, the property, which was valued at nearly $6,000, was scheduled to be sold at a public judicial sale 9 on October 23, 1971. According to the bank, several weeks prior to the scheduled date of the sale, an employee of the Lancaster Redevelopment Authority (“LRD”), which was contemplating purchase of the property, went to the tax claim bureau and requested a list of upcoming tax sales, without specifying a date. The employee was provided with a list of sales scheduled for October 30, 1971.

Not seeing the bank’s property on the list, the employee informed the bank that the property would not be sold on October 23, 1971. Despite having received official notice of the actual date of sale, the bank relied on the employee’s statement, and instructed its attorney not to appear at the October 23rd sale. Swift purchased the property for $5, plus taxes in the amount of $329.46.

The bank filed a complaint in equity seeking to set aside the sale based on an alleged unilateral mistake of fact, specifically, its reliance on the LRD employee’s erroneous statement that the property would not be put up for sale on the scheduled date.

While acknowledging that there was no legal basis for setting aside the sale given that the judicial sale was advertised and conducted in accordance with the requirements of the RETSL, the chancellor granted the bank’s request for equitable relief and set aside the judicial sale.

[J-46-2025] - 9 Justice Roberts authored a plurality opinion, joined by Justice Manderino, reversing the grant of equitable relief. In doing so, he explained that, because the parties’ rights were specifically established by the RETSL, the statute was the sole authority governing the sale, and equity could not change the outcome of the matter because “equity follows the law.” Id. at 898. He elaborated: The rights of all parties to a tax sale are defined and governed by statute. ‘(W)henever there is a direct rule of law governing the case in all its circumstances, the (equity) court is as much bound by it as would be a court of law . . . . Where, as here, the parties’ rights are regulated and fixed by a comprehensive scheme of legislation, the maxim ‘equity follows the law’ is entitled to the greatest deference.

Id. (citations omitted).

Pointing to the bank’s failure to take any steps to verify the accuracy of the employee’s statement that the property was not listed for judicial tax sale on the scheduled date, Justice Roberts further noted that courts of equity “will not relieve a party from the consequences of an error due to his own ignorance or carelessness when there were available means which would have enabled him to avoid the mistake if reasonable care had been exercised.” Id. Additionally, Justice Roberts observed that the chancellor was concerned about the adequacy of the purchase price, as evidenced by his statements at the hearing on the bank’s motion that he did not know whether the sale was “a good sale” or “a steal,” and his reference to the principle of unjust enrichment in his opinion. Id. at 897 n.4. He admonished that the RETSL provides that, at a judicial sale, the property must be sold to the highest bidder, unless a minimum bid set by the court is not met, and that “it is presumed that the price received at a duly-advertised public sale is the highest and best obtainable.” Id. Justice Nix concurred in the result.

[J-46-2025] - 10 Justice Eagen wrote a concurring opinion, suggesting that the majority failed “to recognize the basic premise, here involved, that []gross inadequacy of price is sufficient basis, in itself, for setting aside a sheriff’s (judicial) sale,” and he opined that the price paid for the bank’s property was “grossly inadequate.” Id. at 899 (Eagen, J., concurring).

Justice Eagan further opined that the majority’s statement that the RETSL “is the sole authority governing the sale of this land for delinquent taxes,” was “clearly an overreading of the legislative intent behind the passage of this Act,” and he maintained that the RETSL was “merely an attempt [by the legislature] to [p]artially codify this area of the law,” and was not intended to “eliminate all remnants of the common law from being applied.” Id. However, notwithstanding his conclusion that “gross inadequacy” remains a “consideration in delinquent tax sales,” Justice Eagen agreed with the majority’s determination that the unilateral mistake of fact alleged by the bank was not a basis for equitable relief. Id. at 899-900.

Justice Pomeroy filed a dissenting opinion, which was joined by Justice O’Brien, declaring that “gross inadequacy of price has long been recognized as a sufficient basis, in itself, for setting aside a sheriff’s sale,” and “the fact that the sale was accomplished in conformity with the procedures of the [RETSL] does not insulate it from timely attack where no competing equities are involved, and the parties can be restored to their original positions. This is such a case.” Id. at 900 (Pomeroy, J., dissenting) (internal footnote omitted).

II. Arguments We now turn to the arguments of the parties in this case. Seemingly conceding that “[t]he combination of [this Court’s holding in Swift] and the [RETSL] completely shuts the door to a citizen’s right to question the validity of a tax sale based upon an argument of wholly inadequate consideration received as a result therefrom,” Appellant’s Brief at

[J-46-2025] - 11 13-14, Appellant contends that courts must balance an individual’s right under Article I, Section 1 of the Pennsylvania Constitution to possess and protect property “against the Commonwealth’s police power,” id. at 19. 10 Appellant maintains that, because he arrived “within hours after his property had been sold, ready, willing and able to pay all back taxes,” the court should have set aside the sale, which would have resulted in the Bureau recovering the taxes owed by Appellant, while allowing Appellant to retain his Property.

Id. at 20. To this end, Appellant submits that courts may use their powers of equity to grant relief from “acts of public officials when done in an arbitrary or capricious manner or in a manner in violation of the law,” and he suggests there is nothing “more arbitrary or capricious than for the government to deprive a landowner of his home to collect taxes where the landowner receives a small percentage of the value of that home at the end of the process.” Id. at 32.

Appellant next argues that, pursuant to the language of Section 5860.607 of the RETSL, he is entitled to challenge the sale price of the Property. Section 5860.607 provides, in relevant part: (d) Any objections or exceptions to such a sale may question the regularity or legality of the proceedings of the bureau in respect to such sale, but may not raise the legality of the taxes on which the sale was held, of the return by the tax collector to the bureau or of the claim entered. In case any objections or exceptions are filed they shall be disposed of according to the practice of the court. If the same are overruled or set aside, a decree of absolute confirmation shall be entered by the court. *** Notably, Appellant does not challenge the RETSL as unconstitutional, or raise a claim under the Takings Clause of the United States or Pennsylvania Constitutions. See U.S. Const. amend. V (“[N]or shall private property be taken for public use, without just compensation.”); Pa. Const. art. I, § 10 (“[N]or shall private property be taken or applied to public use, without authority of law and without just compensation being first made or secured.”).

[J-46-2025] - 12 (g) If no objections or exceptions are filed or if objections or exceptions are finally overruled and the sale confirmed absolutely, the validity of the tax, its return for nonpayment, the entry of the claim, or the making of such claim absolute and the proceedings of the bureau with respect to such sale, shall not thereafter be inquired into judicially in equity or by civil proceedings by the person in whose name such property was sold, by a grantee or assignee, by any lien creditor or by any other person, except with respect to the giving of notice under the act, to the time of holding the sale, or to the time of petitioning the court for an order of sale. There shall be no period of redemption after such sale and the sale shall be deemed to pass a good and valid title to the purchaser, free from any liens or encumbrances whatsoever, except such liens as are hereafter specifically saved, and in all respects as valid and effective as if acquired by a sheriff’s deed.

72 P.S. § 5860.607(d), (g).

Appellant submits that the legislature, in permitting a landowner to file objections or exceptions to an upset tax sale to question the “regularity or legality of the proceedings,” see id. § 5860.607(d), intended that a landowner be allowed to challenge a sale based on issues other than those relating to mailed notices, publication, posting, and personal service, and he maintains that an inadequate sale price constitutes an irregularity under Section 5860.607(d).

Additionally, Appellant argues that the instant case “abounds with irregularities,” Appellant’s Brief at 33, reiterating the arguments he made before the Commonwealth Court that there was no testimony or evidence to support the trial court’s conclusion that a posted notice was properly affixed to the Property on June 14, 2021, and there was no proof that he was personally served with notice of the scheduled upset tax sale.

Finally, Appellant avers that both this Court and the Commonwealth Court have recognized that, even absent any irregularities in a sale, “gross inadequacy of price is a sufficient basis in itself for setting aside a sheriff’s sale,” id. at 28 (citing Capozzi v. Antonoplos, 201 A.2d 420, 422 (Pa. 1964) (evidence that sale price of stock certificates

[J-46-2025] - 13 was grossly inadequate was sufficient basis for setting aside a sheriff’s sale of those certificates); Mathias, supra), and he argues that it would be illogical to apply a different standard in the context of upset tax sales than in sheriffs’ sales.

The Bureau responds first by submitting that neither the majority nor the dissenting opinions in Swift have any bearing on the outcome of this case because, unlike Swift, there is no mistake of fact alleged in the instant case. That said, the Bureau emphasizes the overarching holding of Swift that “[e]quity follows the law,” Swift, 321 A.2d at 897, and asserts that, because “the rights of the parties are specifically established in the RETSL,” when the Bureau has complied with the requirements of the RETSL, “equity cannot come to the rescue.” Bureau’s Brief at 12. In particular, the Bureau reiterates that the evidence established that it provided Appellant with proper notice of the upset tax sale through publication, posting, mail, and personal service.

The Bureau further argues that, given its compliance with the RETSL, and case law which holds that an alleged inadequacy in sale price is not a valid basis for setting aside an upset tax sale, Appellant has failed to establish any basis upon which the trial court should have set aside the sale. Indeed, the Bureau suggests that, even if the trial court could have exercised its equitable powers, it had every reason not to do so in light of Appellant’s longstanding delinquencies in paying taxes on the Property, which date back to 2004, and his “tax avoidance schemes, sham tax payment efforts, and shell games with the mail,” which have required the Bureau, year after year, to expend “time, energy, and resources” to attempt to collect taxes from him. Id. at 20.

Finally, with respect to Appellant’s argument that the dissenting opinion in Swift supports setting aside the upset tax sale of the Property in this case because of a gross inadequacy in sale price, the Bureau highlights that, in Swift, the sale price represented only 5% of the value of the property at issue, whereas, here, the Property was sold for

[J-46-2025] - 14 18% of its appraised fair market value. The Bureau contends that there is no authority to support a holding that a sale price of more than ten times the actual upset price, and “double the generally accepted ten percent or less threshold could be a basis for overturning a tax sale.” Id. at 12.

In his brief, Intervenor first disputes that the fair market value of the Property was $465,000, and he claims that he only stipulated to the entry of the appraisal into evidence, not its accuracy. Indeed, Intervenor alleges that, in 2021, the Property had an assessed value of $103,220. See Tioga County assessment website data as of 3/18/22, Exhibit A to Petition to Intervene (R.R. at 52a). Regardless, Intervenor reiterates that the price obtained at a tax sale is presumed to be the highest and best attainable price, and he maintains that, even accepting that the fair market value of the Property was $465,000, Appellant was not entitled to equitable relief because there is no support for his claim that a sale price of 18% of a property’s fair market value is grossly inadequate. In this regard, Intervenor echoes the Bureau’s observation that, in the context of sheriffs’ sales, courts have determined that a sale price is grossly inadequate when it is roughly 10% or less of a property’s value, and he underscores that the price he paid for the Property was almost double that.

Further, in contrast to the position taken by the Bureau and Appellant, Intervenor suggests that Swift is applicable to the instant case, as the upset tax sale of the Property was conducted in strict compliance with the RETSL, rendering the Swift Court’s observation that equity follows the law particularly apt. Intervenor further offers that, similar to the bank in Swift, Appellant could have avoided the upset tax sale if he had exercised reasonable care, as he was given multiple notices of his tax obligation, the date of the scheduled sale, and the steps he could take to halt the sale. Intervenor insists that Appellant “should not be relieved from the consequences of his own unilateral

[J-46-2025] - 15 carelessness,” Intervenor’s Brief at 13, observing that the RETSL is intended “to protect the local government against wilful [sic], persistent, long standing delinquents,” In re Consol. Reps. & Return by Tax Claims Bureau of Northumberland Cnty. of Props., 132 A.3d 637, 650-51 (Pa. Cmwlth. 2016) (citation omitted; brackets original). Finally, Intervenor suggests it would be improper for this Court to adopt Justice Pomeroy’s dissenting opinion in Swift, as the principle of stare decisis should preserve the notion that equitable relief is unavailable to remedy a party’s own carelessness when other parties have complied with the law, particularly given Appellant’s failure to proffer any special justification for overruling Swift.

III. Analysis The purpose of tax sales “is not to strip the taxpayer of his property but to insure the collection of taxes.” Tracy v. Cnty. of Chester, Tax Claim Bureau, 489 A.2d 1334, 1339 (Pa. 1985) (quoting Hess v. Westerwick, 76 A.2d 745, 748 (Pa. 1950)); see also In re Return of Sale of Tax Claim Bureau, In re Ross, 76 A.2d 749, 753 (Pa. 1950) (tax sale laws “were never meant to punish taxpayers who omitted through oversight or error (from which the best of us are never exempt) to pay their taxes. Tax acts were rather meant to protect the local government against [willful], persistent, long standing delinquents”).

However, “[w]hen a property owner becomes delinquent in paying real estate taxes, a taxing bureau may conduct an upset tax sale of the property to recover the ‘upset price,’ which is the sum of all accrued taxes, tax liens, municipal claims, and statutory costs associated with the property.” Pan Diners, Inc. v. Monroe Cnty. Tax Claim Bureau., 337 A.3d 631, 635 (Pa. Cmwlth. 2025). Indeed, “the legislative branch has broad discretion in regard to tax collection, based in part on the ‘importance of the tax collection process to the perpetuation and continuing vitality of government.’” Lohr v. Saratoga Partners, L.P., 238 A.3d 1198, 1210 (Pa. 2020) (rejecting an equal protection challenge

[J-46-2025] - 16 based on the legislature’s enactment of a provision of the RETSL which barred redemption of property after an upset tax sale, when the Municipal Claims and Tax Liens Act provided for a post-sale redemption remedy).

Nevertheless, the collection of taxes “may not be implemented without due process of law that is guaranteed in the Commonwealth and federal constitutions.” Tracy, 489 A.2d at 1339. Such due process requires, at minimum, that an owner receive notice prior to any upset tax sale. See In re Consol. Reps. & Return, 132 A.3d at 644. The RETSL sets forth all of the requirements which a taxing bureau must comply with in connection with an upset tax sale. Pan Diners, 227 A.3d at 636.

We first address Appellant’s argument that he is entitled to challenge the upset tax sale of the Property under Section 5860.607(d) of the RETSL. To reiterate, Section 5860.607(d) provides: (d) Any objections or exceptions to such a sale may question the regularity or legality of the proceedings of the bureau in respect to such sale, but may not raise the legality of the taxes on which the sale was held, of the return by the tax collector to the bureau or of the claim entered. In case any objections or exceptions are filed they shall be disposed of according to the practice of the court. If the same are overruled or set aside, a decree of absolute confirmation shall be entered by the court.

72 P.S. § 5860.607(d) (emphasis added).

Relying on the above-italicized language, Appellant submits that the case sub judice “abounds with irregularities,” Appellant’s Brief at 33, repeating the arguments he made before the Commonwealth Court. Specifically, Appellant contends that there was no testimony or evidence to support the trial court’s conclusion that a posted notice was properly affixed to the Property on June 14, 2021. He further maintains there was no proof that he was personally served with notice of the scheduled upset tax sale. However,

[J-46-2025] - 17 as the finder of fact, the trial court was free to believe all, part, or none of the evidence, and to make all credibility determinations. 11 The court expressly credited the testimony of the Bureau’s witnesses, found that Appellant’s testimony was not credible, and determined that the Bureau complied with all of the statutory requirements of the RETSL, including posting of the Property and personal service to the landowner. Further, as the Commonwealth Court determined, the trial court’s findings, including its credibility determinations, were supported by the evidence. Thus, we hold that Appellant is not entitled to relief based on his claim that the Bureau’s failure to properly post the Property and personally serve him with notice constituted irregularities or illegalities in the proceedings under Section 5860.607(d).

We next consider Appellant’s assertion that the legislature did not intend that the phrase “regularity or legality of the proceedings” in Section 5860.607(d) be limited to challenges regarding mailed notices, publication, posting, and personal service, but that challenges to the “regularity or legality of the proceedings” may also include claims of an inadequate sale price. Notably, however, Appellant fails to provide any legal support for his claim. Instead, he merely poses the rhetorical question, “[w]hat could be more irregular than for a tax claim bureau to deprive an owner of his constitutional right to own and possess his property and receive for the deprivation of that right approximately 18 percent of the property’s value?” Id. at 25. Nevertheless, an examination of the language of the RETSL refutes Appellant’s argument.

It is well-settled that the “object of all interpretation and construction of statutes is to ascertain and effectuate the intention of the General Assembly.” 1 Pa.C.S. § 1921(a).

The legislature’s will is revealed, first and foremost, by the explicit text of a statute. Matos

[J-46-2025] - 18 v. Geisinger Med. Ctr., 334 A.3d 288, 306 (Pa. 2025). If the language of the statute is clear and free from ambiguity, the letter of it is not to be disregarded under the pretext of pursuing its spirit. Id. Further, statutory language must be read in context; in other words, in ascertaining legislative intent, “every portion of statutory language is to be read together and in conjunction with the remaining statutory language, and construed with reference to the entire statute as a whole.” Id. (citation omitted). Accordingly, when interpreting a statute, “we must listen attentively to what the statute says, but also to what it does not say.” In re Canvassing Observation, 241 A.3d 339, 349 (Pa. 2020).

Section 5860.607(d) states that “[a]ny objections or exceptions to [an upset tax sale] may question the regularity or legality of the proceedings of the bureau in respect to such sale, but may not raise the legality of the taxes on which the sale was held, of the return by the tax collector to the bureau or of the claim entered.” 72 P.S. § 5860.607(d) (emphasis added); see Zelno v. Lyons, 245 A.3d 1185, 1187 (Pa. Cmwlth. 2012) (observing that the General Assembly, through Section 5860.607(d), limited a landowner’s objections or exceptions to challenges to the “regularity or legality of the proceedings of the bureau in respect to such sale”). Appellant’s claim that an allegedly inadequate sale price may be challenged under Section 5860.607(d) is unsupported by the plain language of the RETSL.

Under the Statutory Construction Act, we must interpret terms according to their common and approved usage. 1 Pa.C.S. § 1903. To discern the legislative meaning of words and phrases, our Court has on numerous occasions engaged in an examination of dictionary definitions. See, e.g., Greenwood Gaming & Entertainment, Inc. v. Commonwealth, 263 A.3d 611, 620-21 (Pa. 2021) (consulting dictionary definitions to ascertain meaning of phrase “personal property”); Chamberlain v. Unemployment Compensation Board of Review, 114 A.3d 385, 394 (Pa. 2015) (determining meaning of

[J-46-2025] - 19 term “incarcerated” by use of dictionaries); Commonwealth v. Hart, 28 A.3d 898, 909 (Pa. 2011) (reviewing various dictionaries to determine the meaning of “lure”).

The term “regularity” is defined, inter alia, as “something that happens in the usual way.” Regularity, Cambridge Dictionary, https://dictionary.cambridge.org/us/dictionary /english/regularity#google_vignette. Further, “legality” is defined as an “attachment to or observance of law,” or “the quality or state of being legal.” Legality, Merriam-Webster Dictionary, https://www.merriam-webster.com/dictionary/legality. Assuming that a property is sold at an upset tax sale for significantly less than the fair market value of the property, that fact alone does not mean that the proceedings in respect to such sale were not conducted in accordance with a tax bureau’s usual procedure, or in observance with the law. Absent an identifiable defect in the proceedings which leads to an inadequate bid at an upset tax sale, the sale price of a property is determined by the amount the highest bidder is willing to pay for the property, an outcome not controlled by the Bureau.

See City of Phila. v. Hart, 224 A.3d at 822 (it is presumed that the price received at a duly-advertised public sale is the highest and best obtainable).

Further, our courts have recognized that an allegedly inadequate sale price, in and of itself, does not constitute an irregularity or illegality in the proceedings that may be challenged under Section 5860.607. For example, in Gaynor v. Delaware Cnty. Tax Claim Bureau, 330 A.3d 546 (Pa. Cmwlth. 2025), a landowner appealed a trial court’s refusal to set aside an upset tax sale on the basis that the property was sold for a grossly inadequate price. In affirming the trial court’s order, the Commonwealth Court reasoned: Appellant did not allege any sale irregularities in her Petition, nor did she present any evidence thereof at the trial court hearing. Thus, assuming, arguendo, that the Property was sold for a grossly inadequate price, because there is no evidence to even suggest that there were irregularities in the tax sale that contributed to the grossly inadequate sales price, the trial court properly denied the Petition.

[J-46-2025] - 20 Id. at 549 (emphasis added).

Similarly, in Lapp v. Chester County, 445 A.2d 1356 (Pa. Cmwlth. 1982), landowners appealed a trial court order denying their petition to set aside an upset tax sale on the grounds that they did not each receive notice by mail; that the posting of notice to a glass door with tape did not conform to the posting requirements set forth in the RETSL; and that the sale price, although in excess of the upset price, was grossly inadequate. The Commonwealth Court affirmed the trial court’s order, and, in doing so, first determined that the appellants failed to establish irregularities in the notice and posting of the sale. The court then addressed the appellants’ claim that the sale should have been set aside on the ground that the sale price of the property was grossly inadequate, and, relying on this Court’s decision in Swift, held that, because the sale was conducted in accordance with the mandatory provisions of the RETSL, the trial court properly upheld the sale. Id. at 1358.

Finally, in Povlow v. Brown, 315 A.2d 375 (Pa. Cmwlth. 1974), the Commonwealth Court reversed a trial court order which set aside a tax sale based solely on the inadequacy of price. In doing so, the court stated: [t]he court below “cancelled” the deed to [the buyer] solely on the ground of the inadequacy of price. This was a compassionate act, pleasant to perform. It was not, however, within the court’s power. The dominant purposes of the Real Estate Tax Sale Law were to provide speedier and more efficient procedures for enforcing tax liens and to improve the quality of titles obtained at a tax sale. The assumption by the court of the power to set aside a sale such as this made after full compliance with the ample notice requirements of the statutes and after confirmation absolute by the court would wholly defeat these purposes . . . . Id. at 377-78 (emphasis added, footnotes omitted).

The above cases illustrate that there is a distinction between a claim of irregularity or illegality in the proceedings, and a claim that the sale price of a property sold at an

[J-46-2025] - 21 upset tax sale was inadequate. The cases further demonstrate that a claim of an inadequate sale price is not cognizable unless a landowner first demonstrates that there was an irregularity or illegality in the proceeding leading up to the sale.

Moreover, the language of Subsection 5860.607(g) of the RETSL, which addresses challenges to upset tax sales after they are confirmed, further supports this conclusion. As noted above, Subsection 5860.607(g) provides:

(g) If no objections or exceptions are filed or if objections or exceptions are finally overruled and the sale confirmed absolutely, the validity of the tax, its return for nonpayment, the entry of the claim, or the making of such claim absolute and the proceedings of the bureau with respect to such sale, shall not thereafter be inquired into judicially in equity or by civil proceedings by the person in whose name such property was sold, by a grantee or assignee, by any lien creditor or by any other person, except with respect to the giving of notice under the act, to the time of holding the sale, or to the time of petitioning the court for an order of sale. There shall be no period of redemption after such sale and the sale shall be deemed to pass a good and valid title to the purchaser, free from any liens or encumbrances whatsoever, except such liens as are hereafter specifically saved, and in all respects as valid and effective as if acquired by a sheriff’s deed.

72 P.S. § 5860.607(g).

Thus, upon confirmation of an upset tax sale, an owner may raise a challenge only to “the giving of notice under the act, to the time of holding the sale, or to the time of petitioning the court for an order of sale.” Id. By its plain language, Subsection 5860.607(g) does not permit a challenge to an allegedly inadequate sale price. For the above reasons, we hold that Appellant’s claim of an inadequate sale price does not

[J-46-2025] - 22 constitute an irregularity or illegality in the proceedings under Subsection 5860.607(d), and may not be challenged under Section 5860.607. 12 Given the language of the RETSL, we likewise reject Appellant’s argument that, even absent any irregularities in the upset tax sale, the trial court should have set aside the sale of the Property based on principles of equity. In support of his claim, Appellant cites this Court’s decision in Capozzi, supra, wherein we held that gross inadequacy of sale price in relation to the value of stock was a sufficient basis for setting aside a sheriff’s In his concurring and dissenting opinion, Justice Dougherty disagrees with our holding that an allegedly inadequate sale price does not constitute an irregularity under Section 5860.607(d). In support of his position, Justice Dougherty opines that the terms “regularity” and “legality” must mean different things in order to avoid the rule against surplusage. See Concurring and Dissenting Opinion (Dougherty, J.) at 4. Indeed, we do not dispute that “regularity” and “legality” have distinct definitions, a fact Justice Dougherty recognizes. See id. (observing that we define “regularity” as “something that happens in the usual way,” and “legality” as “attachment to or observance of law” or “the quality or state of being legal.”). However, Justice Dougherty then posits: “If the bureau sells the property for such an irregularly low price, why wouldn’t that implicate the ‘regularity’ of the proceedings?” Id. at 6 (emphasis original and footnote omitted). Respectfully, Appellant asked, and we answered, a similar rhetorical question: “[w]hat could be more irregular than for a tax claim bureau to deprive an owner of his constitutional right to own and possess his property and receive for the deprivation of that right approximately 18 percent of the property’s value?” Appellant’s Brief at 25.

As explained above, our courts have recognized that an allegedly inadequate sale price, in and of itself, does not constitute an irregularity (or illegality) in the proceedings subject to challenge under Section 5860.607. See Gaynor; Lapp; Povlow. Moreover, even where we have affirmed the setting aside of sheriffs’ sales − which, as we stress below, are not governed by the RETSL, see infra notes 14-15 and accompanying text − we observed that a grossly inadequate sale price is distinct from an irregularity in the sale itself. Examples of irregularities in the sale include situations where prospective bidders receive conflicting information regarding the conduct of the sale, which could result in an inadequacy of the bid amount; where bidders receive conflicting information as to whether the sale property will be encumbered by debt after the sale; and where the record reveals a misunderstanding by mortgagees prior to the sale regarding whether certain encumbrances would be discharged by the sale. See infra note 15 (discussing Delaware Cnty. Nat. Bank.; Warren Pearl Works). Notably, Justice Dougherty does not address these decisions. Instead, he merely notes his agreement with the concurring opinion of Justice Eagen and the dissenting opinion of Justice Pomeroy in Swift, and opines that the RETSL does not preclude equitable relief. Borrowing language from the Commonwealth Court’s decision in Povlow, while Justice Dougherty’s desired approach is “compassionate,” 315 A.2d at 377, this Court cannot disregard the RETSL.

[J-46-2025] - 23 sale. Appellant further notes that the courts of this Commonwealth “have all recognized in the context of sheriffs’ sales that the question of ‘adequacy of price’ is properly before the court subject to the articulation of an equitable remedy.” Appellant’s Brief at 30.

As noted above, Subsection 5860.607(d) limits challenges to issues involving the regularity or legality of the proceedings. Further, Section 5860.607(g) provides that, after confirmation of an upset tax sale, an owner may raise a challenge “judicially in equity or by civil proceedings” only to the giving of notice, to the time of holding the sale, or to the time of petitioning the court for an order of sale. 72 P.S. § 5860.607(g). In this manner, the RETSL expressly limits the specific claims a landowner may raise, including in equity, and an alleged inadequacy of sale price is not one of the permissible claims. We reiterate that, when parties’ rights are “regulated and fixed by a comprehensive scheme of legislation, the maxim ‘equity follows the law’ is entitled to the greatest deference.” Swift, 321 A.2d 898. Accordingly, we hold that Appellant cannot raise an equitable challenge to the sale price of the Property under the RETSL. 13 See, e.g., Povlow, 315 A.2d at 377 (trial court’s act of setting aside a sale based solely on an inadequate sale price, while “compassionate,” was not within its power).

Finally, to the extent Appellant analogizes upset tax sales under the RETSL to sheriffs’ sales, for which courts have allowed equitable challenges based on an alleged gross inadequacy in sale price, see Appellant’s Brief at 31, we note that sheriffs’ sales in

[J-46-2025] - 24 this Commonwealth are governed by our Rules of Civil Procedure, 14 whereas the requirements for upset tax sales, as set forth in the RETSL, are statutory, and were crafted by the legislature. As the RETSL comprises the entire statutory scheme regarding upset tax sales, we are bound by its provisions. 15 See, e.g., Lapp, 445 A.2d at 1358 (in affirming the trial court’s refusal to set aside an upset tax sale based on inadequate sale price, the court discounted Appellant’s reliance on a sheriff’s sale case).

In conclusion, upset tax sales are governed exclusively by the RETSL. Absent an irregularity or illegality in the sale proceedings that is tied to the allegedly inadequate sale price of a property, the RETSL does not permit a landowner to seek equitable relief based on the sale price, regardless of the ratio of the sale price to a property’s fair market value.

Accordingly, we hold that the trial court did not err when it denied Appellant’s petition to set aside the upset tax sale of the Property, and we affirm the Commonwealth Court’s order affirming the decision of the trial court.

14 See Pa.R.C.P. 3129.1-3129.3.

See Lohr, 238 A.3d at 1210. Regardless, we observe that, even in cases where this Court has affirmed a trial court’s order setting aside a sheriff’s sale of property, our decisions were not based solely on an alleged inadequacy of sale price. For example, in Delaware Cnty. Nat. Bank v. Miller, 154 A. 19 (Pa. 1931), we affirmed a trial court order setting aside a sheriff’s sale because the prospective bidders received conflicting information regarding whether the property would be encumbered by debt after the sale, and “the confusion in the minds of prospective bidders, because of the conflicting notices, probably resulted in the gross inadequacy of the amount bid.” Id. at 21. Similarly, in Warren Pearl Works v. Rappaport, 154 A. 587 (Pa. 1931), we affirmed a trial court order setting aside a sheriff’s sale on the basis that, aside from what appeared to be a grossly inadequate sale price, the record revealed a misunderstanding by mortgagees, prior to the sheriff’s sale, as to whether certain encumbrances would be discharged by the sale.

Accord Allegheny Cnty. v. Golf Resort, 974 A.2d 1247, 1248 (Pa. Cmwlth. 2009) (remanding for entry of an order setting aside a sheriff’s sale because “the evidence reflects irregularities in the sheriff’s sale as well as a grossly inadequate sale price”).

[J-46-2025] - 25 Order affirmed.

Justices Donohue, Wecht, Brobson, and McCaffery join the opinion.

Justice Dougherty files a concurring and dissenting opinion.

Justice Mundy did not participate in the decision of this matter.

[J-46-2025] - 26