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reverse side was not included. A copy of the reverse side of the
Contract is attached hereto and marked Exhibit II A" , After
reasonable investigation, the Defendant is without knowledge or
information sufficient to form a belief as to the truth of the
averment that Mr. Allen acted contrary to his instructions.
9. Admitted.
10. After reasonable investigation, Defendant is without
knowledge or information sufficient to form a belief as to the
truth of the averments of this paragraph.
11. After reasonable investigation, Defendant is without
knowledge or information sufficient to form a belief as to the
truth of the averments of this par~graph.
12. After reasonable investigation, Defendant is without
knowledge or information sufficient to form a belief as to the
truth of the averments of this paragraph.
13. Denied. To the contrary, it is averred that Mr. Allen had
apparent authority to execute the Contract on behalf of Plaintiff.
14, After reasonable investigation, Defendant is without
knowledge or information sufficient to form a belief as to the
truth of the averments of this paragraph.
15. Denied. To the contrary, it is averred that following Mr.
Allen's departure, Plaintiff cont,1cted Defendant for the purpose of
adding table linen to the Contract.
16. Denied. To the contl'ary, it is averred that Plaintiff
advised Defendant that it wanted to increase its linen order by
adding table linen.
CARBON LESS "ORM ~ DO NOT WRI"'"--: ON THIS SIDE
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5. II upon lennlnation hereof, for any ",ason, regardla.. 01 leull, pllor 10 explrallon as' herein provided, the Company has purchnsed
merchandlso which Is fumlshed lor Ihe exclusive use 01 the Cuslomer, then lhe Cuslomer shall ther1lupon purchase lrom the Company the
entire Invenlory of such Items at the then currenl replacemenl pllce, less thirty (30%) per centlhereof. Any .pedal Items thatllrll being slored
lor the Cuslomar shall be paid for by the Cuslomer al oxplrallon or lonninallon 01 this agrooment. o~ any extan~lon thereol, al the current
replacement pllco for auch Items. This payment shall be In addlUon 10 damages under paragraph 14. .' '. '." ...., .," . .""
6, The Company ag....s thaI IIa quality 01 marchandlse and procelllng ahall be comparable 10 the ganerally accepted
llandarda 01 Induatrlal laundrlaa. Tha Company agreea 10 replace promptly, any merchandl.. thaI doea 1'101 meet auch
ltandarde al no coal 10 the Cualomer, upon written notlllcellon, In accordanca with Paragraph 21. .
.' . .
The Cuatomar expreaaly walvaa the rlghllo tannlnatalhl. conlract during Ihalann or any e.lanllon thereallor dellclenclva
In ..rvlce andlor quality 01 gooda which do 1'101 mael tha above ltandarda unla.. (1) Iha complalnla arellr.1 made promplly In
wrlllng In accordance with Paragraph 21, (2) Ihe Company Is a"orded a reasonabla lime 10 comtCl tha dellclency. and (3) the
Company doea 1'101 corrac1 thoM dellclanclas within thaI period 01 lima. .
7. The weekly rental charge for any Individual leaving the employ 01 tho Cu.lomer can only be lermlnated altar all ollhe gannenls Issued 10
thatlndlvlduaJ have ellher been relumed 10 the Company In unabused condillon. or ail loss and abuse charges have boon paid. In no eve"I,
may the reduction In charges elleel a reduction in Ihe minimum delivery charge. Tho woekly pllces have alr1lady been reduced to reilect
vacaUon credlls. Tho Customer agroos 10 pay 52 weeks 01 renlaJ por yoar.
B. Tho parties sgree thaI II Iha Cuslomo(s or Iha Company's usual oporallon' are tomporallly Inlorruplod, or If Ihe service herein provldod
lor Is dolayed or postponod, by raason of acts 01 God, ,Inka" lockouls, Induslnal dl.lurbancos, wars, ciVil Insurrection, explosions, lire., or
accidents 10 machinery, neither party shail be answerable or lIablo In damages for any such postpone mOl'll or delay. Upon resumption o'
se,,'ce Ihls conlmct shail be conlinued by both parties, and Ihe Inlerrupled pollod shail bo addod to the tonn of the agreemenl, or any oxlonslon
thereol. This pamgraph .haJl nol apply 10 tho pennanenl closing or salo of a cu.lome(s buslne.s.
9. Tho Company's obligation 10 .erve end tho C"slome(, obllgallon 10 ae<:opl such service shail conlinue, notwithslandlng Cuslome(s
removal 01 his businoss to a dlfleronllocallon and lor aJl addiUonaJ locaUons In the event the Customer operales at mora than one locaUon.
Customer agrees 10 ac.:epl all 01 Its requlremenls 01 any Items furnished by Ihe Company dullng \he pallod thai this contract Is In ellOO.
10. The parties agree that all Items lumlshed 10 the Customer shall 01 all times remain the sole property of the Company. II any Itoms
furnished 10 the Customer ara lost, damaged, or abused while in the Cuslome(s possession, the Customer shall pay the Company lis nonnaJ
loss or abusa charge for each item losl, damaged or abused.
11. Garments lurnlshed In new or grede "A" condlllon muel be relurned In grade" A" con dillon, or an ebu.. charge may be
Imposed. An abu.. charge may be avoldad by ordering previously stained garmenlB.
12. Tho Cuslomer shall pay the Company In cash on each delivery, unlass otherwise arranged In wrillng. In the evant that a charge account
shall be extended 10 Ihe Customer, the Cuslomer agrees to mako payment within 30 days oller recelpl a. delivery. Failure to pay sold account
as dua shell conslilulo a breach 01 this agreement. All amounls nol paid when due shall be subject to a service charge to be added therelo o.
one snd one'hall per cent (1-1/2%) per monUl (1B% per annum) unlil paid In lull,
13. Weekly Item minimums shall be based on invenlory as rellectad on Ihe face hereol.
14. Tha parties agree thai In tho avei'll 01 a breach 01 this agreemenl by Ihe Customer, tho Company shall be enlllled 10 agreed IIquldaled
damagea In an amounl equal 10 filly percent (50%) of the gross anlicipated recelpls hereunder lor tha unexpired tenn 01 this agreement, or any
eXlenslon thereof. Tho parties agreelhat this 50% Is equivaienllo gross profil, and conslsls 01 approximately 38% IIxed cosls and 12"'. net profit.
Gross anticipated reeeipls shall be calculated as the producl of the number of weeks remaining under Ihe contract from Iho dole 01 breach 10 the
expiration dale times the greater of (a) the actuaJ weekly billing amounl alUme of tennlnalion of service or (b) the minimum delivery charge
agreed to under this contract. . .
15. fn the event 01 any controversy or claJm in excess 01 $5,000.00 allslng oul of or relallng to this agreement; Including but nolllmlled to
quesUons regarding Ihe aulhollty a. the persons who have exocuted this agreement, tha quesllon, controvarsy or dispute shall be submllled to
and sattled by arbilrallon to be held In the city closest to the city in which the branch olllce of tile Company which SONes the Customer Is localed.
Said arbilrallon shaJl be held In accordance wilh the then prevailing commercial arbltraUon rules 01 the Amellcan Arbltrallon Association.
Judgmenl upon and award rendered by Ihe arbltmtor may be enlered In any court having jullsdlctlon thereol. The filing party may use either court
or arbltrallon where the claim Is less than $5,000.00. Venue for any court proceodlng s~all ba In the county 01 Ihe Company's branch office
servicing the Cuslomer. The ludge or amilrelor shall Include as pori 01 Ihe award all co,tslncludlng reasonable allomey lees and amltraUon lees
01 the non-broaching party whore iI is detarmlned lhat 01'10 o. tha parties has bresched the agreement. . , .
16. II any provision horeo' Is datennlnad tl) be invalid by a court 01 compolent jullsdlction, the remaining lormsand condillons shall remain In
lulllolCe and effect. .
17. This agreement Is enllre and Includes all understandings a. the parties. No waivers or sl8temenls modo by any reprosenl8l1ve 01 the
Company ~r Cuslomer snail be valid unless sel forth herein.
lB. This agreement shall be conslrued according 10 the laws 01 the Slale 01 Pennsylvania, .' ..
19. This agreement shall be binding and shall Inure 10 the benelll of personal representatIVes, successor., and assigns of the parties herelo.
20. IMPORTANT NOTICE FOR THE CUSTOMER. UNLESS SPECIFICAllY INDICATED THE GARMENTS RENTED HEREUNDER
ARE NOT ACID OR FLAME RETARDANT AND SHOULD BE USED ONLY WHERE THEY MAY NOT CATCH FIRE OR COME INTO
CONTACT WITH ACID. CUSTOMER AGREES TO TAKE ALL REASONABLE MEASURES TO PREVENT SUCH EXPOSURE AND
CUSTOMER WARRANTS THAT NONE OF THE PERSONS FOR WtiOM GARMENTS ARE RENTED REQUIRE ACID OR FLAME
RETARDANT CLOTHING. Customer agreel 10 delend end hold lhe Company ha,mleos Irom any looe, cosl or expense a,tslng oul 01
any claim for pe,sonsllnjury, deeth, p,oper1y damags or buslneoslooa based upon Ihe use 01 the Compeny'. merchandise,
21. NOTICE PROVISION. All w,llIan nollceo rega,dlng dellclenclesln oeNlce, termination 01 thll Agroement, or cancellation o.lha
automatic ,.nawel clau.. shall be sanl, "to Ih. Company, by carlllled mall to Ihe Company'a Gene,al Mansger e14100 F,snklo,d
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1ImN4 11I1~04IHJPM
AMERICAN LEGION HALL
ASSOCIATION, INC. OF CARLISLE
POST 101,
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintilf
v.
NO. 96- /., ''1J..F C? c' (( '---rc fl"\
DOMESTIC LINEN SUPPLY CO, INC.,
Defendant
ACTION FOR DECLARATORY JUDGMENT
COMPLAINT
AND NOW, comes the Plaintiff, American Legion Hall Association, Inc. of Carlisle Post
101. by and through their attomeys, MARTSON, DEARDORFF, WILLIAMS & OTTO, requesting
a declaration that they are not bound by the below referenced contract, and in support thereof, avers
as follows:
I. Plaintiff, American Legion Hall Association, Inc. of Carlisle Post 101, is a
Pennsylvania domestic non-profit corporation with a business address of 142 North Hanover Street,
Carlisle, Cumberland County. Pennsylvania 17013.
2. Defendant, Domestic Linen Supply Co.. Inc. is a Pennsylvania domestic corporation
with a business address of 800 Paxton Street, Harrisburg, Dauphin County, Pennsylvania 17104.
3. At all times relevant hereto, Plaintiff operated a social hall and a bar for the benefit
of its members.
4. At all times relevant hereto, Defendant was in the business of providing linen service.
5. In October 1995. Plaintiff hired. for a probationary term. Robert H. Allen as the bar
manager for its' hall.
6. Mr. Allen was never a member or officer of Plaintiff
7. When hired. Mr. Allen was specifically instructed that he could not enter into
contracts on behalf of Plaintiff for goods or services totaling $500.00 or more.
8. Contrary to said instructions. on or about November l. 1995, Mr. Allen allegedly
signed a contract ("the alleged Contract") with Defendant, a copy of which is attached hereto and
marked as Exhibit" A"
9.
$1000.00.
10. Plaintiff's bylaws require membership approval of expenditures or contracts of over
$1,000.00, such as the alleged Contract.
II. Neither the membership, nor any officer or director of Plaintiff ever approved the
alleged Contract.
12. Neither the membership, nor any officer or director of Plaintiff knew of the existence
of the alleged Contract.
13. Mr. Allen had no authority, apparent, implied or 0therwise, to execute the alleged
Contract on behalf of Plaintiff
14. Mr. Allen resigned from Plaintiff's employ in June 1996.
15. After Mr. Allen's departure from Plaintiff's employ, Plaintiff discovered that it was
gelling far more linen than required.
16. Upon said discovery, Plaintiff contacted Delimdant and advised Defendant to reduce
its linen order.
The alleged Contract purports to be of a term of five years and far in excess of
17. In response to said request, an agent for the Defendant assured Plaintiff that its
service would be reduced.
18. Despite said assurance, Defendant did not reduce its service to Plaintiff causing
Plaintiff to again contact Defendant several weeks later.
19. Defendant then advised Plaintiff of the alleged Contract signed by Mr. Allen and
stated that the alleged Contract could 1I0t be changed.
20. Plaintiff had not previously been aware the alleged Contract, but conducted a search
of papers maintained by Mr. Allen and found a cover letter from Defendant to Plaintiff which
forwarded the alleged Contract to the "Owner or President" of Plaintiff. A copy of this cover letter
is attached hereto and marked as Exhibit "B". This was the first time any officer, director or
member of Plaintiff saw the alleged Contract.
21. Defendant claims Plaintiff has breached the alleged Contract and has filed a demand
for arbitration with the American Arbitration Association which is presently pending.
22. As Mr. Allen did not have authority to execute the alleged Contract, the alleged
Contract does not bind Plaintiff and Defendant cannot compel Plaintiff into arbitration.
ExhlbII A
Exhibit B
~ 'l'ILf.N'IIAT^I'IU:\Ill'NI)l)l~l'Jl422\,l'k 11M""
('I..I..IOI'tIIIlo,110lOD\oI'M
IIn".... Ul,Oll.o,11114\l\AM
AMERICAN LEGION HALL
ASSOCIATION. INC. OF CARLISLE
POST 101,
PlaintitT
v.
DOMESTIC LINEN SUPPLY CO. INC..
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY. PENNSYLVANIA
NO. 96-6728
ACTION FOR DECLARATORY JUDGMENT
PRAECIPE
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Please mark the above case settled and discontinued and issue a certificate reflecting same.
Date: July 8. 1997
MARTSON. DEARDO
WILLIAMS & OTTO
By LJ.0 ......
W. Darren Powell. Esquire
Ten East High Street
Carlisle. P A 17013-3093
(717) 243-3341
Attorneys for PlaintitT
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