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HomeMy WebLinkAbout00-00634 - ""' ,_ 0 , < ~~ .ill'~\ .. WINDSOR PARK SHOPPING CENTER, LLP, PLAINTIFF : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA V. DON SAN LEE and LI FEN LEE, Individually and t1d/b/a HUNG YU, d/b/a: SUNNY GARDEN RESTAURANT, DEFENDANTS : 00-0634 CIVIL TERM IN RE: PETITION TO STRIKE OR OPEN A CONFESSED JUDGMENT BEFORE BAYLEY. J. ORDER OF COURT AND NOW, this Zt" day of June, 2000, the judgment confessed against defendants on February 3, 2000, IS STRICKEN. By th~,G(jurt, / Edgar B. Bayley, J. David L. Lanza, Esquire For Plaintiff :saa ~ ~q;DO V..,;'I'~ Bruce D. Foreman, Esquire For Defendants !If '~;I [::D-I'CF"('C: ,~ 'l"; :,~"''''' - ....", J.JI_ Oi> it'" !::>r"<ITI'V""''rAI"lY ,. , ,:,~., I I'..)f~v II"V1 00 ,fUN 28 4N I J: ?Q -~ CUMBERuWD COUil/Ty PcNNsY~VANIA I ~r,__.l':.".- -~-~ ,.~~,-". '. WINDSOR PARK SHOPPING CENTER, LLP, PLAINTIFF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DON SAN LEE and LI FEN LEE, Individually and t1d/b/a HUNG YU, d/b/a: SUNNY GARDEN RESTAURANT, DEFENDANTS 00-0634 CIVIL TERM IN RE: PETITION TO STRIKE OR OPEN A CONFESSED JUDGMENT BEFORE BAYLEY. J. OPINION AND ORDER OF COURT Bayley, J., June 28, 2000:-- On April 21, 1997, plaintiff, Windsor Park Shopping Center, LLP, leased its property at 5202 Simpson Ferry Road, Suite 108-10, Mechanicsburg, Cumberland County, to Chun Lan Cheng. The written lease was for ten years, at an annual rent of $52,800. The lease contained a provision prohibiting assignment or subletting without the landlord's consent. Paragraph 28(f) , titled "Tenant Default," provides: The said Tenant hereby confesses judgment for the rent reserved under this agreement of the lease, together with an attorney fee of five percent (5%) for collection, and execution may be issued thereon from time to time for any rent due and owing under this lease, and judgment in ejectment as herewith provided may be entered concurrently therewith. (Emphasis added.) On April 29, 1999, plaintiff and Chun Lan Cheng entered into a written "Lease Assignment Agreement" with defendants, Don San Lee and Li Fen Lee, d/b/a Sunny Garden Restaurant, in which all of Cheng's rights, title, and interest in the lease dated '. 00-0634 CIVIL TERM April 21 , 1997, were assigned to defendants. The assignment provides: Assignee hereby assumes the said Lease for the balance of the term thereof, and agrees to faithfully perform all of the covenants, stipulations and agreements contained therein, and, particularly, to pay the rent and additional rent as therein provided, all to the same extent and as though the Assignee were the Tenant under the said Lease. (Emphasis added.) The assignment does not contain a specific clause authorizing the lessor, upon default, to confess judgment against the assignees. On February 3, 2000, plaintiff confessed judgment against defendants, as follows: Unpaid rent from November 1999 through September 2007: $437,600.00 Interest at 6% from November 1, 1999 Through January 1, 2000: $ 2,376.00 TOTAL $ 22.098.80 $464,074.80 5% attorney fees: Defendants filed a petition to strike and/or open the judgment. They aver inter alia, that "Because there is no confession of judgment signed by the defendants individually, the instant confessed judgment should be opened and/or stricken with regard to the individual defendants." Plaintiff maintains that defendant's written agreement to faithfully perform all of the covenants, stipulations, and agreements contained in the lease dated April 21, 1997, constitutes sufficient warrant to confess judgment against them, the assignees, upon default. A petition to strike a judgment by confession will be granted where there is an -2- . 00-0634 CIVIL TERM apparent defect on the face of the record on which the judgment was entered. Franklin Interiors v. Wall of Fame Management Co., 510 Pa. 597 (1986). In Ahern v. Standard Realty Co., 267 Pa. 404 (1920), the Supreme Court of Pennsylvania stated: The appellee is the assignee of a lease containing a warrant for the confession of judgment against the lessee for breach of its covenants. The assignment of it was accepted by the appellee 'according to its fully tenor and effect.' In view of these words appellants claim the right to enter judgment against the appellee; but this overlooks the fact that it signed no warrant for the confession of judgment. The warrant to confess judgment given by the original lessee is not the warrant of the appellee, his successor, and the judgment entered against it was properly stricken off as not being self-sustaining: Stewart v. Jackson et aI., 181 Pa. 549. (Emphasis added.) In Stewart v. Jackson, 181 Pa. 549 (1897), plaintiff leased a hotel to WP. Jackson. The lease contained a provision for entering an amicable action of ejectment, with a power of attorney to confess judgment in favor of the lessor and against the lessee or any subtenant, in the event of the nonpayment of the rent as it fell due. J.G. Lawson later entered into exclusive possession of the hotel, with the knowledge and consent of the lessor, but whether under an agreement with him or as a subtenant of Jackson was in dispute. Subsequently, the lessor entered an amicable action of ejectment against Jackson and Lawson. Judgment was confessed by the warrant of attorney contained in the lease, which was signed by Jackson, not Lawson. Lawson petitioned to strike the judgment. Plaintiff argued that the confessed judgment against Lawson was proper in that he was a subtenant and bound by the terms of the lease. The Supreme Court of Pennsylvania concluded: -3- > 00-0634 CIVIL TERM [w]e find no authority for entering a judgment against Lawson. He had not signed the warrant of attorney, and his coming in as a subtenant gave no one authority to confess judgment against him. Judgment by confession must be self-sustaining on the record, and as there is nothing on this record to sustain a judgment against Lawson the rule to strike it off should have been made absolute. (Emphasis added.) Based on Ahern and Stewart, we conclude that for a landlord to confess judgment for nonpayment of rent against an assignee of a lease, the assignee must have signed a separate warrant of attorney to confess judgment upon default. A warrant to confess judgment against a lessee, even where an assignee agrees to abide by all of the terms in a lease which contains a confession of judgment clause, is not sufficient to confess judgment against the assignee. Accordingly, since on the face of the record there is no warrant of attorney signed by defendants to support the confession of judgment against them, the judgment entered on February 3, 2000, must be stricken.' ORDER OF COURT AND NOW, this ~ day of June, 2000, the judgment confessed against defendants on February 3, 2000, IS STRICKEN. By the,court, / --- , This resolution makes it unnecessary to address the issues raised by defendants in their petition for alternate relief to open the judgment of February 3, 2000. -4- -, ---< -., - ....;~~j.,;,d. ~ . 00-0634 CIVIL TERM David L. lanza, Esquire For Plaintiff Bruce D. Foreman, Esquire For Defendants :saa -5- ....1 '. "'>'~fT"1 "u"/' . " _" ,~,"-" - '",,_, '--~_,~ :_I':"o~_'-" ",',1, _:0'_',.",_" "" ";'<"c_,~"~,,,~",, ~ :"~' ,. -- ~_-c-' , ,'""".. , , '. -\-1hnson, Dnffie, Stewart & Weidner By: David J. Lanza J.D. No. 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 D~, '\ v WINDSOR PARK SHOPPING CENTER, LLP, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ~rnrtJ tJO. {P3!.r ~ v. DON SAN LEE and LI FEN LEE, individually and t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, CIVIL ACTION - LAW ", ~. Defendant CONFESSION OF JUDGMENT FOR MONEY DAMAGES Pursuant to the Authority contained in the Warrant of Attorney, a copy of which is attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff and against the Defendants as follows: Unpaid rent from November 1999 through September 2007 Interest at 6% from November 1, 1999 through January 1, 2000 5 % attorney fees TOTAL $437,600.00 4,376.00 22.098.80 $464,074.80 Respectfully submitted, JOHNSON, DUFFIE, STEWART & WEIDNER A By: Dated: : 130070 David J. Lanza Attorney 1.0. No. 55782 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 ~_i~drlili~"-" ". H~ ~,~. ~"'," ~-, - ~;;... ~~ ~~~ . ~" ../ ,-.., -".."'~ .. - ~ .- , I ~) 0 0 0 c c::> ,) -,' -,., -0 ~~:~ rrt L nlr-:J UJ n ....-. Z:D I ~"n zc- :';'=? ~(; L) ;g~ -C d~r.- .....u..- "=C L.,) Om )>c ~ c- > -<. 0 3! ,.,......1 .. " " ~ ,--" rlC"" , -, "'" ;',_"'. c. __ --,,-~'f ~,_h'_'."'" Q""-' .', " L " ,=' '-',~, ,<.' ,,__._- ___ ~ I , ". ."'hnson, Duffie, Stewart & Weidner By: David J. Lanza J.D. No. 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717)761-4540 WINDSOR PARK SHOPPING CENTER, LLP, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO, ~- t3'f' 6..;;-J -rp-- v. DON SAN LEE and LI FEN LEE, individually and t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, CIVIL ACTION - LAW IN EJECTMENT Defendant CONFESSION OF JUDGMENT IN EJECTMENT Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for the Defendants and confess Judgment in ejectment in favor of Plaintiff and against the Defendants for possession of the real property situate at 5202 Simpson Ferry Road, Suites 108-110, Mechanicsburg, Lower Allen Township, Cumberland County, PA. Respectfully submitted, JOHNSON, DUFFIE, STEWART & WEIDNER By: ~ Dated: David J. Lanza Attorney I.D. No, 55782 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 :130071 """""""'.,.;,~ ~ l!1;lillllllllnliil.. ." ~ " o c ~ .T~fFl nlr~';j Z7) Zr- ci).}::: -/ , ~C J;;C'; ~O Pc:: -7 ~ ~. . I, t if ,< Cl c.-:> ..." f'T1 CO I W o -,1 "'"""Tl r-' i~~ "::::"m S -". :0 -< ""':l J; t:J t;:"' <=> ~ ,~ ; ","'"",-=, ,'^".<. - "< ;' -,,-. "",,,~',<,,~.'c,~ '-~'-,.L:'o _;,~_,; '_'~ "fE ", ;, '.j;:, '"' ('"," .,_ - ,. . .; .L,; ';.,).,~;/, c.' , _, '._ '"-'. ~, " ~?hnson, Duffie, Stewart & Weidner By: David J. Lanza J.D. No, 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTER, LLP, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO, .21nro - (,3'1 CWe.e -C- v. DON SAN LEE and LI FEN LEE, individually and t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, CIVIL ACTION - LAW IN EJECTMENT Defendant COMPLAINT PURSUANT TO Pa.R.C.P. 2951(b) and Pa.R.C.P. 2971(a) FOR CONFESSION OF JUDGMENT FOR MONEY DAMAGES & POSSESSION 1. The Plaintiff, WINDSOR PARK SHOPPING CENTERS, LLP, is a Maryland limited liability partnership with offices and a principal place of business at 100 Painters Mill Road, Suite 900, Owings Mills, Maryland 21117. 2, The Defendants, DON SAN LEE and LI FEN LEE, are adult individuals trading and doing business as HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, with a place of business at 5202 Simpson Ferry Road, Suite 108-110, Mechanicsburg, Pennsylvania 17055. 3. On or about April 21, 1997, Plaintiff and the prior tenant entered into a Lease Agreement for the premises located at 5202 Simpson Ferry Road, Suite 108-110, Mechanicsburg, Cumberland County, Pennsylvania, a true and correct copy of which is attached hereto as Exhibit "A." 4. On or about April 29, 1999, Plaintiff and Defendants Don San Lee and Li Fen Lee entered into an Assignment of Lease by which the Lees accepted all duties and liabilities under the aforesaid Lease. A true and correct copy of the aforesaid Assignment of Lease is attached hereto as Exhibit "B." . _,~<,_' ~'Jc.-, _~--,,-" -" -.-- -~,. \-,-;~ '-,,- ;~', .. -j '- '-,,,-',-_'_""""'-",'_,c- ~--:i,j ''--' _':"_ ;;l,;.~~,':" <:-;; ~~ ~:, I"",, , '. t 5. Said Lease Agreement (and the Assignment thereof) has not been assigned by Plaintiff. 6. No judgment on the Lease Agreement has been entered in any jurisdiction. 7. The aforesaid Lease requires Defendants to pay unto Plaintiff the sum of Four Thousand Dollars and 00/100 Cents ($4,000.00) per month through September 2000, with subsequent amounts due as set forth in 114 of Exhibit "8." 8. Defendant has failed to make the required monthly rental payments from and after November 1999. 9. As a result of Defendants' failure to make the monthly rental payments, the remaining monthly payments (through September 2007) have become immediately due and payable. 10. Pursuant to the aforesaid Lease Agreement, Defendants are required to reimburse Plaintiff for Plaintiff's attorney fees in the amount of 5% of the unpaid balance. 11. There is justly due and owing to the Plaintiff from the Defendant on account of the aforesaid breach the sum of Four Hundred Sixty-four Thousand Seventy-four Dollars and 80/100 ($464,074.80), calculated as follows: Unpaid rent from November 1999 through September 2007 Interest at 6% from November 1, 1999 through January 1, 2000 5 % attorney fees TOTAL $437,600.00 4,376.00 22.098.80 $464,074.80 12. Plaintiff has demanded payment from Defendants, but Defendants have neglected and refused and continue to refuse to pay the same or any part thereof. 13. Plaintiff is entitled to immediate possession of the leased premises at 5202 Simpson Ferry Road, Suite 108-110, Mechanicsburg, Pennsylvania 17055. -,,,-, ","'- .,~ ",,-~'-, . .'"'"., '-, ~" .;:--~ ".-"',, 1;1 ",'._<-..-,,_'i-.:'__:'__;"'~<.",-__ _'~.,~ _, t WHEREFORE, Plaintiff demands judgment against the Defendants for possession of the premises at 5202 Simpson Ferry Road, Suites 108-110, Mechanicsburg, Cumberland County, Pennsylvania 17055, and damages in the amount of $464,074.80 plus costs and interest from January 1, 2000, and such other relief as this Court deems just and appropriate. Respectfully submitted, JOHNSON, DUFFIE, STEWART & WEIDNER By: LJ-- Dated: David J. Lanza Attorney I.D. No. 55782 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff :130072 ~' '-"<' ~ -~ - ,'<,,--', ";",,-'.-'"': .-" __ _ ,_ _ 6-~-';"';r. ,_ " 0.'" -:c: __gl;';;'",;.,-; ""._, c'- "-':';'~;_ -, ,~..;_,_ en '} - ."_-_ , >, VERIFICA TION I, Arthur Adler, Esquire, do verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements made herein are subject to the penalties of 18 Pa.C,S. ~4904 relating to unsworn falsification to authorities. WINDSOR P. RK SHOPPING CENTER, LLP Arthur Adler, Esquire It rr5sielcl,t -e,.-I-.t:r By: < LEASE AGREEMENT This LEASE, Made April ~/ ,1997 by and between WINDSOR PARK SHOPPING CENTERS PARTNERSHIP, hereinafter called "Landlordll, and CHON LAM CHENG, hereinafter called "Tenant"Q [(to , That in consideration of the mutual pro~' es herein contained, the Landlord hereby rents. to the Tenan , and the latter does hereby rent from the former, the prem ses described as 5202 Simpson Ferry Road, Suites~ 108 & 109, Mechanicsburg, PA 17055, containing an agreed-upon amount of 4800 square feet, said premises being outlined in red on the attached Plat marked Exhibit "A", and made a part hereof, (and hereinafter called the "Leased Premises" or the "Demised Premises" or the IIpremises") for the term of ten (10) years beginning o~ the commencement date as hereinafter defined. ' . WITNESSETH: tv The occupancy date, whenever used herein, shall be the later to occur of the following: (a) the date when the premises are ready for occupancy; (b) the date when the Tenant shall take 711\'11 possession of or occupy the premises; or (e) May 1, 1997. The ~ premises shall be deemed ready for occupancy when the work to be done by the Landlord is substantially completed including common areas (interior and exterior) or would have been except for delay due to Tenant or the obligations of Landlord hereunder. The ~q~ commencement date for rent purposes, whenever used herein, shall ~\ {... be August 1, 1997. The cdmmencement date for lease term --'r'lo/'h1-'l130Io1 purposes, whenever used herein, shall be the next succeeding first of a month after the rent commencement date provided, however, . this rent commencement date itself is not already a first of the month. 1. Rent: The total annual rental for the first year of the term shall be Fifty-Two Thousand Eight Hundred Dollars ($52,800.00), which the Tenant covenants to pay in advance in equal monthly installments of Four Thousand Four Hundred Dollars ($4,400.00), the first~nstallment of which, pro rated if the commencement date is other that the first day of a calendar month, is due and payable on the commencement date, with subsequent installments due and payable on the first day of each calendar month thereafter until the total rent provided for is paid. The Tenant covenants to pay concurrently with the signing hereof, the sum of Four Thousand Four Hundred Dollars ($4,400.00), to be credited to the first month's rent under this Lease as above provided. The total annual rent in each subsequent year of this lease shall be as follows: 2 3 4 5 6 7 8 9 10 $52,800.00 $52,800.00 $57,600.00 $57,600.00 $57,600.00 $62,400.00 $62,400.00 $62,400.00 $67,200.00 Monthlv Rent $ 4,400.00 ") ,oJ, hi?- '1/30/" $ 4,400.00 . $ 4,800.00. I I I $ 4,800.00 lof, oo-q~'D~ $ 4,800.00 $ 5,200.0~ ( J $ 5,200.0~/lol,lo, -9,0'~ $ 5,200.00 I 1 $ 5,600.001011 Dc.. - ql,?>o l:>"7 Year Annual Rent 2. Pavment. Late Charae. Time of Essence: The Tenant covenants to pay the rent as herein provided without deduction whatsoever, and without any obligation on the Landlord to make demand for it. To any installment of rent 1 ~ ~ . ~~ . accruing hereunder and any other sum payable hereunder, if not paid when due, shall be added a late charge of five (5%) percent of the amount overdue, for each month the payment is late. Time is of the essence in this lease. Payments shall be made to Landlord at the address set forth herein on the notice address. 3. Real Estate Taxes: (a) Tenant covenants and agrees to pay Landlord within thirty (30) days of Landlord's notice to Tenant, as additional rent, Tenant's proportiopate share, being equal to 4.37% of such amount due, of any real' estate taxes assessed against the land and/or building(s) in which the premises are included. If this Lease shall be in effect for less than a full fiscal year, Tenant shall pay a prorated share of the taxes, based upon the number of months that this Lease is in effect. "Taxes" as used herein shall include, but not by way of limitation, all paving taxes, special paving taxes, school taxes, personal property taxes, sewer rents and any and all other benefits or assessments which may be levied on the premises or the land or building(s) in which the same are situate, but shall not include any income tax on the income or rent payable hereunder. Any reasonable expense incurred by Landlord in contesting any real estate tax shall be included as an item of taxes for the purpose of computing additional rent due the Landlord. In the event the "Real Property" is not separately assessed the parties hereto shall agree on an assessment figure which shall become the figure for .the Base Year. (b) Landlord shall have the option, upon written notice to Tenant to collect, together with the monthly payment of rent hereunder, an amount equal to one-twelfth (1/12) of Tenant's proportionate share of the estimated real estate taxes due for the next succeeding fiscal year so that Landlord shall have an amount sufficient to pay such taxes when due. Appropriate adjustments shall be made between Landlord and Tenant upon the determination of the actual amount of such taxes. (c) The first "Lease Year" is defined as the first twelve (12) full calendar months of the term; subsequent Lease Years are'subsequent twelve (12) month periods. 4. Care of Premises: (a) The Tenant agrees that he will take good care of the Leased Premises, fixtures, and appurtenances, inclUding exterior doors and windows, window frames, hardware and the like, and gas and electric meters, plumbing, heating and air conditioning equipment (including that on the exterior of the Demised Premises), and keep same in good order and repair throughout the term of this Lease, and suffer or permit no waste or injury; Landlord shall assign to Tenant, for the benefit of the Tenant, to the extent they are assignable, any warranties on such equipment furnished Landlord by the Seller and/or provider thereof; that Tenant will conform to all laws, orders, and regulations of the Federal, state, County .and City authorities, or any of their departments, and will not, through its own act or neglect, cause any situation to exist in or about the Leased Premises which would constitute a violation of any applicable Federal, State, County, or city Code Regulation or Ordinance governing use, occupancy, health, sanitat~on, or fire; that he will not do, or permit anything to be done, in the premises which will in any w'ay increase the rate of fire insurance on the building, or conflict with the fire insurance policies on the building; that he will save harmless the Landlord from any liability arising from injury to person or property caused by any act or omission of Tenant, his agents, employees or guests; that he will repair at or before the end of the term, or sooner if so requested by the Landlord, all injury done by the installation or removal of furniture or other property, and will surrender the 2 ~ -~ ~L_ ~ .~ Leased Premises at th~ end of the term broom cleaned in as good condition as they were at the beginning of the -term, ordinary wear and tear and casualties by fire and elements excepted. In the event of any increase in insurance as a result of the failure of the Tenant to comply with the provisions of this Paragraph, the Tenant will pay the amount of such increase as additional rent within thirty (30) days after the Landlord's written demand. Nothing in this Paragraph shall be deemed to place upon the Tenant any obligation to make structural repairs, improvements or changes which may be required by any governmental body, provided the same are not required by the Tep~~t's use of the premises. The Landlord shall be under no liability to the Tenant for any discontinuance of heat, air conditioning, and hot water unless due to Landlord's negligence. The Landlord shall not be liable for any loss or damage to the Tenant caused by rain, snow, water or storms that may leak into or flow from any part of the premises through any defects in the roof or plumbing or from any other source unless due to Landlord negligence. (b) Notwitnstanding anything contained herein to the contrary, Landlord shall.have no obligation whatsoever to make any repairs to the Demised Premises or to the building other than to make repairs resulting from damage caused by negligence, if any, of Landlord or its agents or employees or contractors except as otherwise provided in this Agreement. , Landlord agrees to maintain and will keep in good repair the exterior of the building, the roof, the common areas and parking areas. (c) Tenant shall not place a load upon any floor of the Demised Premises that exceeds the lesser of (i) floor load per square foot which such floor was designed to carry or (ii) the maximum floor load per square foot allowed by law. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant's expense, in settings sufficient in Landlord's reasonable judgement to absorb and prevent vibration, noise and annoyance. (d) There shall be no allowance to Tenant for any diminution of rental value and no liability on the part of the Landlord by reason of inconvenience, annoyance or injury to business arising from the making by Landlord, Tenant or others of any repairs in or to the Building or the Demised Premises, or in or to the fixtures, appurtenances or equipment thereof. (e) Tenant covenants and agrees that it will, at Tenant's cost, procure and maintain service/maintenance contracts/policies (the "Contracts"), the issuers and contents of which shall be satisfactory to Landlord (whose judgement in that regard shall be reasonably exercised), in force throughout the term of this Lease (including any renewal term) for the heating, ventilation and air conditioning systems serving the Leased Premises, in order that those systems and their components will be kept in good working order and repair. Copies of the Contracts will be furnished to Landlord as appropriate, throughout the term (inClUding renewal term). If Tenant has failed to submit proof to Landlord that the Contracts required hereby are in force, at any time, Landlord may (but shall not be required to) procure the appropriate Contracts for Tenant, and the cost thereof shall be additional rent due by Tenant to Landlord and shall be due and payable by Tenant to Landlord within ten (10) days after Landlord sends Tenant documentation thereof. Whether or not such Contracts are in force, Tenant shall be responsible for the cost of all needed repairs to each and every component of each and every said system. (f) In the event Tenant shall not proceed promptly and diligently to make any repairs or perform any obligation imposed upon it by this Section within ten (10) days after receiving written notice from Landlord to make such repairs 3 . 1lI_.> f J - !I!ow;;,~,~- or perform such obligation, then and in such event, Landlord, may, at its option, enter the premises and do and perform the things specified in said notioe, without liability on the part of Landlord for any loss or damage resulting from any such action by Landlord and Tenant agrees to pay promptly upon demand any cost or expense (including Landlord's administrative expenses of fifteen percent (15%) of direct costs) incurred by Landlord in taking such action. (g) Notwithstanding anything to the contrary herein, Landlord shall warrant its.wPFk within the premises and the systems serving the premises for 'a period ,of one (1) year from the occupancy date hereunder provided, however, such defect is not the result of Tenant's negligence or misconduct. 5 . Utilities: Tenant shall, at its own cost and expense, pay all. charges when due for water, gas, electricity, heat, sewer rentals or charges and any other utility charges incurred in the use of the Leased Premises. Landiord shall, at Landlord's cost and expense, install separate gas and electric meters for each Tenant. 6. Use and OCCUDancv: The Premises are to be used only for the purpose of a Chinese restaurant and for no other purpose without Landlord's consent. Tenant will not use the Premises for any unlawful purpose; Tenant covenants I not to conduct nor permit to be conducted on the Premises any business in violation of any law of the city and/or County in which the Premises are located or state or Federal law, ordinance or regulation. 7. Permitted Name: Tenant shall conduct business on the Demised Premises only in the name of King Buffet and under no other name or trade name unless and until the use of some other name is approved in writing by Landlord which approval shall not be unreasonably withheld. 8; Access bv Landlord: The Landlord shall retain duplicate keys to all of the doors of the Leased Premises, and the Landlord or his agents shall have access to the Leased Premises at all reasonable hours in order to inspect same, to clean or to make necessary repairs or tenant improvements within the Leased Premises or the building. The Landlord shall have the right to show the Leased Premises to prospective tenants at any time during the final six (6) months of the lease term or any extension or renewal thereof, providing it does not unduly interfere with the Tenant's use of the Premises. 9. Subordination: This Lease shall be subject to and subordinate at all times only to the lien of any first mortgage and/or deed of trust and to all advances made or hereafter to be made thereunder. This subordination provision shall be self-operative and no further instrument of subordination shall be required. 10. Assianment or Sublettina: Tenant shall not assign, mortgage or encumber this: Lease, nor sublet the premises or any part thereof without Landlord's consent which consent shall not be unreasonably withheld. In the event of the insolvency or bankruptcy of Tenant, this Lease shall, at the option of the Landlord, 4 f I ........,., . terminate forthwith, and this Lease shall not, by operation of law or otherwise, be considered a part o~ the Tenant's estate. 11. Alterations: The Tenant covenants not to make or permit any alterations, additions or improvements to said premises without the prior written consent of the Landlord which consent shall not be unreasonably withheld, and all additions and improvements made by Tenant, except only moveable office furniture, and equipment, shall become the property of the Landlord at the termination of this Lease or the vacating of this premises. At the Landlord's request, all such alterations and improvements shall be restored to their original condition by Tenant at Tenant's expense at the termination of this Lease. 12. Increased Fire Insurance Rate: Tenant shall not do, suffer to be done or keep or suffer to be kept anything in, upon or about the Demised Premises which will contravene Landlord's policies insuring against loss or damage by fire or, other hazards, including but not limited to pUblic liability or which will prevent Landlord from procuring such pOlicies in companies acceptable to Landlord. If anything be done, omitted to be done or suffered to be done by Tenant or kept or suffered by Tenant to be kept in, upon or about the Premises that shall cause the rate of fire or other insurance on the Premises or other property of Landlord in companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicatile to the Demised Premises for use for the purposes permitted under this Lease, Tenant will pay the amount of such increase promptly upon Landlord's demand as additional rent. 13. Common Facilities: The Common Facilities which may be furnished by Landlord in or near ,the shopping center for the general common use of Tenants, their officers, agents, employees and customers, including, without limitation, all parking areas, access roads, employee parking areas, driveways, loading docks and areas, delivery passages, sidewalks, malls, courts and ramps, landscaped and planted area, repainting walls, stairways, bus stops, lighting facilities, comfort stations, elevators and other areas and improvements, shall at all times be'subject to the exclusive control and management of Landlord. Landlord reserves the right, in its sole discretion, to change, rearrange, alter, modify, reduce or supplement any or all of the common facilities so long as adequate facilities in common are made available to Tenant herein. 14. Aooearance outside: Tenant shall maintain its show windows in a neat and clean condition, shall keep the sidewalks adjoining the Demised Premises clean and free from rubbish, and shall store all trash and garbage in the dumpsters provided'by Tenant. Tenant shall not burn any trash of any kind in or about the building, nor shall Tenant permit rubbish, refuse or garbage to accumulate or fire hazard to exist about the Demised Premises. 15. Siems: The Tenant shall not display any sign, picture, advertisement, awning, merchandise, or notice on the outside or roof of the building of which the Demised Premises are a part, nor on the exterior of the Demised Premises unless approved by the Landlord. in writing. said sign shall be in conformity, as to size, style and location, with the signage scheme established by the Landlord for the Building. Tenant shall, within a reasonable 5 t " ~ .~: time, submit to. Landlord for Landlord's approval, a sketch of the sign. Tenant shall have the right to correct the style or size of the sign or lettering thereon, providing same conform with the scheme mentioned above, but the corrections shall be only with respect to the spelling of the names to be displayed thereon. Landlord, -at Tenant's cost, shall have the right to require Tenant to place signage on the exterior of the building, in accordance with the approved signage scheme, at any time during the term of this Lease. 16. Disolav: The Tenant shall not display any merchandise, place vending machines or show cases or other obstructions on the . outside of the building, or the Demised Premises, or in any lobby or passageway adjoining the same. 17. Lavout of Buildina: The purpose of the site plan attached hereto as Schedule nA" is to show the "approximate location of the Demised Premises. Landlord reserves the right at any time to relocate the various buildings, automobile parking areas and other common areas shown on the site plan. Landlord hereby reserves the right at any time to make alterations or additions to and to build additional stories on the buildings in which the Demised Premises are contained and to build additions adjoining the same or elsewhere in the Building. Landlord also reserves the right to construct other buildings or improvements in the area of the Building from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to build adjoining same. 18. Securitv DeDosit: Tenant, .contemporaneously with the execution of this Lease, has deposited with Landlord, the sum of Four Thousand Four Hundred Dollars ($4,400.00), receipt whereof is hereby acknowledged. Said deposit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease by said Tenant to be kept and performed during the term hereof. If at any time during the term of this Lease any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid, then Landlord may, at the option of Landlord, (but Landlord shall not be required to), appropriate and apply any portion of said deposit to the payment of such overdue rent or other sum. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should Tenant comply ,with all of said terms, covenants, and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant in full at the end of the term of this Lease, or upon the earlier termination of this Lease, the said Security Deposit shall be returned to Tenant; no interest thereon shall accrue nor shall any interest be paid to Tenant. 19. Damaae to Premises: If the Premises are partially damaged by fire or other casualty, not the fault 'of the Tenant, Landlord shall make repairs as speedily as conveniently possible. If the damage is so extreme as to render the Premises wholly unfit for occupancy, 6 ~ ~~ llMo.,"_ the rent shall cease until the Premises are put into repair by the Landlord. In the event of total destruction of the building of which the Demised Premises form a part, or if in the judgement of the Landlord the damage to the Demised Premises cannot be repaired within one hundred twenty (120) days, and if the Landlord shall decide not to restore Qr repair the same, or shall decide to demolish the building, the Landlord may, within si~ty (60) days after such fire or other casualty, by notification to the Tenant, terminate this Lease. In the event the Premises are only partially damaged and fit for occupancy, Tenant shall continue to pay rent, which rent shall be equitably adjusted. In no event shall Landlord be liable for' any loss or damage sustained by Tenant by reason of fire or other accidental casualty. In the event more than fifty (50%) percent of the shopping center is destroyed and the Leased Premises are unfit for occupancy, the Tenant may terminate this Lease upon thirty (30) days prior written notice to the Landlord. 20. waiver or Breach: No waiver of any breach of the covenants, provisions or conditions contained in this Lease shall be construed as a waiver of the covenant itself or any subsequent breach itself; and if any breach shall occur and afterwards be compromised, settled or adjusted, this Lease shall continue in full force and effect as if no breach had occurred. 21. Rules and Reaulations: Tenant shall co~ply with all rules and regulations of the Windsor Park, Shopping Center which rules and regulations are attached hereto and are hereby made a part of this Agreement. Any violation of said rules shall be a default under this Lease. Landlord shall have the right to make additions and amendments to the Rules and Regulations, which shall be as binding on Tenant as if set forth herein, provided such additions and amendments do not materially and adversely affect the Tenant's use of the Demised Premises, and provided that they are not inconsistent with the terms of this Lease. 22. Insurance: (a) The Tenant agrees to procure and maintain in force public liability insurance in a company or companies acceptable to Landlord for the leased premises which policies shall be . written to protect the Tenant and the Landlord in the amount of One Million Dollars ($1,000,000) combined single limit per occurrence with at least an aggregate of Two Million Dollars ($2,000,000) excess coveraqe and with Fire Legal Liability coverage in the amount of Five Hundred Thousand Dollars ($500,000). Tenant also agrees to ,furnish to Landlord certificates of the issuance and maintenance of such policies of insurance, all of which shall be paid for by the Tenant. (b) Landlord and Tenant shall cause the insurance policy carried by each such party insuring the Leased Premises and/or its fixtures and contents against loss by fire or other casualties to be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant in connection with any loss or damage covered by any such policies. Neither party shall be liable to the other for loss or damage caused by fire or any other risk included in the coverage of the standard fire and extended coverage insurance in Pennsylvania (provided that such insurance was obtainable with waiver of, subrogation in advance of loss at the time of such loss or damage), notwithstanding that such loss or damage is caused by or occurs through or as result of any acts or omissions (negligent or otherwise of a party hereto, or his or her agents, servants or employees or any other cause which w'ould result in liability under this Lease or by 7 t operation of law. If the release of either Landlord or Tenant, as set forth in the second sentence of this Paragraph, shall contravene any law with respect to exculpatory agreements, " the liability of the party in question shall be deemed secondary to the liability of the other party's insurer. 23. Indemnitv: Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including ~easonable attorneys fees) in connection with loss of life, personar injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in, .upon or at the Leased Premises, or the occupancy or use by Tenant of the Leased Premises or any part hereof, or occasioned wholly in part, by act or omission of Tenant, its agents, contractors, or employees, servants, lessees or invitees. In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred by Landlord in connection with such litigation. Tepant shall indemnify Landlord for any damage to any property of Landlord caused by or arising out of or in connection with any act or omission of Tenant, its employees, servants, agents, contractors, or invitees, or Tenant's occupancy or use of the premises or common areas, or anything, matter or condition of, on or pertaining to the premises, or any breach by Tenant of any term, covenant or condition of this'Lease to be performed or observed by ~enant. Landlord will indemnify Tenant and save it 'harmless from and against any and all claims, actions, damages, liabilities and expenses (including reasonable attorneys fees) in connection with loss of life, personal injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Landlord of the Leased Premises or any part hereof, or occasioned wholly in part, by act or omission of Landlord, its agents, coritractors, or employees, servants,' lessees or invitees. In case Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord, then Landlord shall protect and hold Tenant harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred by Tenant in connection with such litigation. Landlord shall indemnify.Tenant for any damage to any property of Tenant caused by or arising out of or in connection with any act or omission of Landlord, its employees., servants, agents, contractors, or invitees, or Landlord's occupancy or use of the premises or common areas, or anything, matter or condition of, on or pertaining to the premises, or any breach by Landlord of any term, covenant or condition of this Lease to be performed or observed by Landlord. 24. Condemnation: In the event the whole or any part of the Leased Premises shall be taken under the power of eminent domain, or sold'under threat thereof, or taken in any manner for public use, the Landlord, at its option, may terminate this Lease, which Lease shall then terminate on the effective date of the condemnation or sale. The compensation awarded or paid for such taking, both as to Landlord's reversionary interest and Tenant's interest under this Lease, shall belong to and be the sole property of the Landlord. Tenant shall have no claim against the Landlord or be entitled to any award or damages other than a~ abatement of the rent beyond the period of termination date and compensation paid for moving expenses and/or cost of removal of stock and/or trade fixtures, if allowable by the condemnor. 8 f ,~- -~" '" .~~, . 25. Additional Rent and Attornev's Fees: Whenever, under the terms of fhis Lease, any sum of money is required to be paid by Tenant in addition to the rental herein reserved, whether or not such sum is herein designated as "additional rental", or provision is made for the collection of such sum as "additional rental", said.sum shall, nevertheless, at Landlord's option, if not paid when due, be deemed additional rent, and shall be collectable as such. In the event of employment of an attorney by the Landlord because of the violation of any term or provision.. of this Lease, the Tenant shall pay reasonable attorney's fees ~.' . 26. Covenant to Surrender: This Lease and the tenancy hereby created shall cease and terminate at the end of the original term hereof, without the necessity of any 'notice of termination from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of law respecting summary recovery of possesslon of the premises from a Tenant holding over to the same extent as if statutory notice was given, provided, however, that this Lease and the tenancy hereby created shall not -so cease and terminate at the end of the original term if the Tenant shall have been granted an option or options to renew and shall have exercised said option or options. in accordance with the terms thereof and shall be entitled to remain in possession under said option and/or options. In said event, this Lease and the tenancy hereby created shall cease and terminate at the end of the last option period exercised under the terms of this Lease without the necessity of any notice of termination from either Landlord or Tenant, and the Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of law respecting summary recovery of possession of premises from the Tenant holding over to the same extent as if statutory notice were given. If Tenant shall occupy the premises after such expiration or termination, it is understood that Tenant shall hold the premises as a tenant from month to month, subject to all the other terms and conditions of this Lease, 'at an amount equal to double the highest monthly rental installment reserved in this Lease. 27. Ouiet En;ovment: Landlord covenants that, upon the payment of the rent herein provided, and ,the performance by the Tenant of all covenants herein, Tenant shall have and hold the premises, free from any interference from the Landlord, except as otherwise provided for herein. 28. Tenant Default: (a) In case of the non-payment of rent within five (5) days of the times provided for herein, or in case the said Leased Premises shall appear to be deserted, or vacated, the Landlord shall have the right to enter the. same and distrain for any amount of money that may be due under this Lease, either by force or otherwise, without being liable to any prosecution therefor, and to apply any proceeds to the payment of the rent due or to be due, holding the Tenant liable for any deficiency. (b) It is agreed that upon any default on the part of the Tenant of any provision or covenant of this Lease other than the non-payment of rent, the Landlord shall have the right, after thitty (30) days notice to the Tenant, to perform therefore on behalf of the Tenant at the risk and expense of the Tenant and to render a bill for the cost thereof to the Tenant, which shall be payable as rent. Upon failure of the Tenant to pay such bill within thirty (30) days after sending such bill to the Tenant at the Leased Premises, the Landlord shall have the 9 ~ ~1iI@!;, , . same rights against the Tenant (and with reference to the leased premises) as it has in the event of non-payment of rent. (c) The Landlord shall have the right after the (i) non-payment of rent within the applicable time period provided for herein or (ii) after applicable notice, if required herein, of a violation by the Tenant of any of the covenants or provisions on the part of the Tenant contained in this Lease, to re-enter and take possession of the Leased Premises without formal notice if the violation has not been corrected within said applicable time period.(provided that if the Tenant has commenced to repair the Premises within said applicable time period as to non-monetary defaults and proceeds, with due diligence to complete same, it shall not constitute a default), and it is further agreed that notwithstanding such re- entry, the Tenant shall remain liable for all rent and other damages and losses as of the date of re-entry, and shall further be liable, at the option of the Landlord, for the amount of rent reserved under the Lease for the balance of the term, less any amount of rent received by the Landlord during such period from others to whom the premises.may be rented on such terms and conditions and at such rentals as Landlord, in its sole discretion, shall deem proper, all of which shall be at the risk and expense of the Tenant. In addition, Landlord, at its option, sha~l have the right to repossess the Leased Premises and terminate this Lease. (d) In the event Landlord terminates this Lease, the Landlord may, without further notice, re-enter the Leased Premises and dispossess Tenant, the legal representatives of Tenant, or other occupant of the Leased Premises, and remove their effects and hold the Premises as if this Lease has not been made. The Landlord shall also be entitled to the benefit of all provisions of law for-the recovery of land and tenements held over by Tenant in Cumberland County, Pennsylvania, or the Township in which the Premises are located, including the benefit of any public, general or local laws relating to the speedy recovery of possession of lands and tenements held over by lessees in said County in which the Premises are located, or that may hereafter be enacted. , (e) It is expressly agreed and understood that the exercise of any one or more of said rights shall not be construed as a waiver of any other rights, it being understood that all of said rights shall be cumulative and may be exercised simultaneously. (f) The said Tenant hereby confesses judgment for the rent reserved under this agreement of lease, together with an attorney fee of five percent (5%) for collection, and execution may be issued thereon from time to time for any rent due and owing under this lease, and jUdgment in ejectment as herein provided may be entered concurrently therewith. (g) The Tenant does hereby, upon breach of any of the conditions or covenants of this lease during the original term or any renewal, and also when and as soon as the term hereby created or any extension or renewal thereof shall have expired agrees that an amicable action of ejectment may be entered by the prothonotary of the Court of Common Pleas of the County of Cumberland as if a complaint in ejectment has been filed by the Landlord as Plaintiff against the Tenant as defendant for all and singUlar the property herein described and as if said complaint in ejectment had been duly served personally upon the Tenant by the Sheriff of said County within said County and had been duly returned by said Sheriff served personally upon said Tenant, and the said Tenant hereby authorizes and empowers any attorney of any court, of record to appear for the Tenant in. said amicable action of ejectment and confess judgment therein in favor of the Landlord and against the Tenant for said premises and said Tenant 10 (~ ~" , '~l " ,. further authorizes the immediate issuance of a writ of possession upon a praecipe therefor by the plaintiff's attorney and the Tenant hereby waives any and all right of stay bf execution and releases to the Landlord all errors and defects whatsoever in entering said action or judgment or in causing said writ to issue or in any proceeding thereon or concerning the same and agrees that no writ or error, objection or exception shall be made or taken thereto, and if after execution and return of the writ the defendant shall re-enter into possession, the prothonotary, upon praecipe and affidavit setting forth the facts, filed within three (3) years after the return of ,the writ upon which execution was completed shall issue a new writ'of possession. 29'. Notice: All notices from Tenant to Landlord shall be sent by Registered or certified Mail, Return Receipt Requested, and addressed to Landlord at P.O. Box 548, 9183 Reisterstown Road, Owings Mills, Maryland 21117. After occupancy of the demised premises, all notices from Landlord to Tenant shall be sent by Registered or Certified Mail, Return Receipt Requested, Hand Delivery, or nationally recognized overnight Delivery Service and addressed to Tenant at the premises. Either party may from time to time, designate, in writing, by Registered or Certified Mail, Return Receipt Requested, a substitute,address, and thereafter. all notices shall be sent to such substitute address. 30. other Taxes: Tenant shall assume and pay to Landlord, as additional rent, prior to the imposition of any fine, penalty, interest or costs for the non-payment thereof, all excise, 'sales, gross receipts, or other tax (other than a net income or excess profits tax) which may be (i) assessed or imposed on or be measured by such rent or other charge which may be treated as rent, or (ii) which may be imposed-on the letting or other transaction for which such tax is payable and which Landlord may be required to payor collect under any law now in effect or hereafter enacted by any governmental authority. In the event any tax is imposed pursuant to this Paragraph in place of the real property tax, then Tenant shall receive credit for an amount equal to its proportionate share of the Base Year tax which would have been paid pursuant to Paragraph 3 hereof. 31. Renresentations: Landlord or Landlord's agents have made no representations or promises with respect to the said building or Demised Premises except as herein expressly set forth. 32. Trial bv Jurv: Landlord and Tenant do hereby waive trial by jury in any action, proceeding or counter claim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the demised premises, and/or any claim of injury or damage, and any emergency statutory or any other statutory remedy. 33. parkina: During the term of this Lease, customers of Tenant will be entitled to the non-exclusive use, free of charge but in common with others, of the driveways, footways, and parking areas' provided that such use shall ,be subject "to such rules and regu'1ations as Landlord may, from time to time, prescribe governing the same; and provided further that Landlord shall at all times have full and exclusive control, management and direction of said driveways, footways and parking areps. 11 ~ J__ -' , " , Landlord shall further have the right to police the 'same; to restrict parking by Tenant, their agents and employees; to designate employee parking areas; to close temporarily all or any portion of the parking areas or facilities as may be required for proper maintenance and/or repairs; to discourage non-customer parking; and to do and 'perform such other acts in and to such areas in the use of its business judgement, the Landlord shall determine to be advisable in order to improve or make more convenient use thereof by Tenant, their officers, agents, employees and customers. The Landlord may, from time to time, change the location, layout and arrqngement of the parking areas, driveways and footways and reduce the' same by erecting therein store buildings and other structure or improvements of any kind. 34. Gender: Reference to masculine, feminine include proper gender as the case may be. Tenant is named herein, the obligations of shall be joint and several. or neuter shall If more than one the person so named 35. Construction of Premises~ To the extent possible, Landlord shall make available to Tenant the benefits of all warranties 'and guarantees obtained from contractors, subcontractors, suppliers and manufacturers in connection with the original construction and subsequent alteration and repair of the premises and appurtenances. 36. Access bv Tenant: Prior to the commencement date, Landlord shall allow the Tenant and their agents or employ'ees to enter upon the premises for the purpose of erecting fixtures and improvements not provided by the Landlord. The Tenant covenants that they and their agents or employees shall enter on the premises and do their work at such times and in a manner which will not interfere with the, work being performed by the Landlord. The Tenant further covenants that all work done by them or on their behalf shall be done in a good and workmanlike manner. The entry upon the premises by the Tenant or their agents or employees pursuant to this Paragraph shall not be deemed to be occupancy of the premises for the purpose of Paragraph 1 hereof. \, 37. EstODoel Certificates: Tenant agrees that at any time, and from time to time, upon not less than five (5) days prior notice by Landlord, it will execute} acknowledge, and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the 'modifications) and the dates to which the rent and other charges have been paid in advance, if any, and stating whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered hereunder may be relied upon by any third party not a party to this Lease. 38. Landlord's Liabilitv: It is understood that Landlord is a Maryland General Partnership, and it is agreed, that in the event of the entry of any judgment against the partners of said partnership, as it is now or may hereafter be constituted~ arising out of or by virtue of any obligation requir~d of Landlord pursuant to this Lease, no assets of any partner shall be liable to levy and/or execution and/or sale for satisfaction of said judgement el<cept for the 12 ~ -,~". , , I, I" partner's interest in the partnership property of said partnership. 39. L~ndlord's Insurance Premiums: Tenant agrees to pay, as additional rent, within thirty (30) days after being billed therefor by Landlord, 4.37% of any and all insurance premiums charged Landlord for Landlord's fire, extended coverage and liability insurances, including umbrella coverage with respect to the Building. Such additional rent shall be pro-rated for the last leaS~,year. 40. Possession: The parties hereto anticipate that the Leased Premises will be ready for occupancy on or about the first day of May, 1997. In the event the premises is not ready for occupancy on the date stipulated, the Lease shall nevertheless continue in full force and effect and Tenant shall have no right to rescind, cancel or terminate the same, nor shall the Landlord be liable for damages, if any, sustaihed by Tenant's inability to obtain possession on such date, except that the commencement date shall be moved forward to the date on which possession is made available. 41. Landlord's Work Provided Tenant obtains building permit and pays $2750 with the execution of this Lease towards Tenant Improvements, Landlord agrees, at its cost and expense, to do the following work within the premises: 1) 19 tons of HVAC (4 systems, 4 central returns and 40 diffusers) 2) Drop ceiling - 2' x 4' in kitchen and 2' x 2' in restaurant area 3) Drywall demising walls, drywall on outside walls and drywall separating kitchen area. 4) One (1) men's bathroom - two (2) toilets and one (1) sink and one (1) ladies' bathroom - two (2) toilets and one (1) sink. 5) Eight (8) 2' x 4' fluorescent fixtures with acrylic lenses in kitchen (other lights Tenant's responsibility) 6) 300 amps of power. 42. Qntion to Renew: Landlord covenants and agrees that if Tenant shall not be in default in the performance of any of the covenants, conditions and agreements of this Lease and no condition exists which will result in a default with the mere passage of time, Tenant shall have the right and privilege, at its election, to renew this Lease for a further term of five (5) years by signifying its intention to renew, in writing, to the Landlord no later than six (6) months preceding the termination date of the original tern. of this Lease, time being of the essence. This renewal term shall be upon the same terms, covenants and conditions as are set forth herein for the original term, saving that the annual rent (as set forth in Paragraph 1 of this Lease) for the renewal term shall be as follows: Year Annual Rent Monthlv Rent $ 5,600.00 ,/;/02' -1..)f~,f,)F: $ 5,600.00 $ 6,000.00, $ 6,000.00 $ 6,000.00 1 ,hi,'}. -.1",/31/'2 11 12 13 14 15 $67,200.00 $67,200.00 $72,000.00 $72,000.00 $72,000.00 13. \; ~ ,-~- -~ '-'- ~ "~ , "" L.!il,- , . 43. Common Area Maintenance Landlord or its affiliates, subsidiaries, agents or employees shall be responsible for the maintenance of landscaping around the building(s) (lawncutting, snow removal, trash removal, etc.) in which the premises are located, as well as all the cost and expense of repainting and general ,exterior maintenance and other maintenance of the common area, parking area, driveways and alleys. Landlord or its affiliates, subsidiaries, agents or employees shall also be responsible for the cost and expense of 'maintaining and illuminating the common areas around the buildings (s) . ' " Tenant shall reimburse Landlord for Tenant's proportionate share (4.37%) of such costs within thirty (30)) days after Landlord's request therefor. The costs shall be calculated on a calendar year base with equitable adjustments if the first and the last year of the lease term are not a full calendar year. At Landlord's option, Tenant shall pay Landlord one twelfth (1/12) of Landlord's reasonable estimate of such costs on an annual basis, which payment shall be included with Tenant's monthly payment of base rental. Appropriate adjustments shall be made between Landlord and Tenant upon the determination of the actual amount of such costs by Landlord. Landlord shall provide Tenant with written notice (the "Adjustment Notice") of the actual adjustment to be made by and between Landlord and Tenant. Upon ten (10) days advance ~itten notice received by Landlord no later than thirty (30) days after the Adjustment Notice is sent, Tenant may inspect Landlord's books and records pertaining to such costs for the immediately preceding lease year at a location and date reasonably acceptable to Landlord but no later than ninety (90) ,days ,after the Adjustment Notice is sent. Tenant shall have no additional right to inspect Landlord's books and records unless specifically stated otherwise in this Lease. 44. Miscellaneous: \" 'This Lease and the covenants, terms and conditions contained,herein shall inure to the benefit of and be binding on Landlord, provided that if Landlord sells or otherwise transfers title to building or Real Property, the Landlord shall be relieved of all covenants and obligations hereunder upon completion of such sale or transfer, and it shall be considered that the transferee has assumed and agreed to carry out all of the obligations of the Landlord hereunder. This Lease and the covenants, terms and conditions contained herein shall be binding on and inure to the benefit of the Tenant, its heirs, distributees, executors, administrators, successors, and, except as otherwise provided in'this Lease, its assigns. IN WITNESS WHEREOF, the parties hereto, by the properly authorized persons and with their respective seals attached, have duly executed this Lease the day and year first above written. WITNESS: /LA-(A~) HOPPPING SHIP BY: (SEAL) A d d4.4/ leases\cheng 4/2/97 14 ~ -~~ <' RULES AND REGULATIONS 1. The sidewalks, halls passages, elevators and stairways shall not be obstructed by any of the tenants, or used by them for any other purpose than for. ingress and egress to and from their respective leased premises. 2. Tenants, their clerks or servants, shall not make or commit any improper noises or disturbances of any kind in the building, or mark or defile the waterclosets, toilet rooms, walls, windows, elevators or doors.Qf the building, or interfere in any way with other tenants or those having business with them. 3. No carpet, rug or other article shall be hung or shaken out any window or placed in corridors as a door mat, and nothing shall be thrown or allowed to drop hy the tenants, their clerks or employees, out of the windows or doors, or down passages or shafts of the building, and no tenants shall sweep or throw, or permit to be thrown from the leased premises, or any dirt or other substance into any of the corridors or halls, elevators, shafts or stairways of said building. 4. The toiletrooms, waterclosets, and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweeping, rubbish, rags, ashes, chemicals, or the refuse from electric batteries, or other unsuitable substances, shall be thrown therein. Any damage resulting from such misuse or abuse shall be borne by tenant by whom or by whose employees or visito~s it shall be caused. , 5. Nothing shall be placed on the outside of the building, or on the windows, windowsills, or projections. 6. No sign, advertisement, or notice shall be inscribed, painted or affixed on any part of the outside or inside of said building unless of such color, size, and style, and in such places upon or in 'said building as shall be first designated by Landlord. Signs on doors and windows, where permitted or required, will be affixed for the tenants by a contractor chosen by Landlord, the cost of the sign and of the affixing to be paid by tenant. 7. After permission to install telephones, call boxes, telegraph wires, or other electrical wires has been granted, Landlord will direct where and how same are to be placed. No wires shall be run in any part of the building outside of the leased premises excepting by or under the direction of Landlord. The attaChing of wires to the outside of the building is absolutely prohibited. No boring or cutting of floors or partitions for wires is permitted except with prior written consent of Landlord. 8. Tenants may use their own safes, but Landlord shall the right to prescribe the weight and proper position of safes, and no safe shall be hoisted or placed in any part of the building excepting under the direction of Landlord's agents. All damage to the building caused by installing, maintaining or removing safe, furniture, equipment or other property shall be repaired at expense of tenant. 9. Each tenant must, upon termination of his Lease, surrender all keys delivered to said tenant. 10. No tenant shall do or permit anything to be done in said premises or bring or keep anything therein which will in any way increase the rate of fire insurance on said building or on property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the laws relating to fires, or with the regulation of the Fire Department or with any insurance policy upon said 15 i ,,> ~ I . ~" _llIl.l_- . . 'J ~.. building or any part thereof, or conflict with any of the rules and ordinances of the Department of Health. Tenant shall not conduct or permit any auction on the premises. 11. Any and all damage to floors, walls or ceilings or to personal property due to tenant or tenant's employees' failure to shut off running water in any piece of equipment shall be paid by tenant. 12. Tenant shall not place a load upon any floor of the demised premises exceeding the'.f~9or load per square foot area which such floor was designed to' carry and which is allowed by law. Business machines and mechanica~ equipment shall be placed and maintained by tenant at tenant's expense in settings sufficient, in Landlord's reasonable judgment, to absorb and prevent vibration, noise and annoyance. 13. Landlord reserves the right to exclude or expel trom the shopping center any persons who, in the jUdgment of. Landlord, are intoxicated or under the influence of liquor or drugs, if their behavior is'deemedto be disturbing to other tenants of the building, or who shall do anything in violation of the Rules and Regulations of the shopping center. 14. Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord's opinion, tends to impair the reputation of the shopping center or its desirability as a center for quality stores, and upon -written notice from Landlord, such tenant shall refrain from or discontinue such advertising. . 15. be liable for authorized or Landlord assumes no responsibility and any damage.resulting from the admission unauthorized person to the building. shall not of any 16. No tenant.will install blinds, shades, awnings, or other form of inside or outside window covering, or window ventilators or similar devices, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. leases\cheng 4/2/97 16 f ~.j . " . I, .,. EXHlRIT A PREMISES Simpson Ferry Road SWM Pond lIIII - PUrt/,6J .~ , , i: r .. ",I J 'II~ .6 LEASE ASSIGNMENT AGREEMENT -'Windsor Park Shopping Centers, LLP and Chun Lam Cheng nnd Hung Yun d/b/a Sunny Garden Restaurant 1HIS AGREEMENT, made this d-11t; day of April, 1999, by and nmong WINDSOR PARK SHOPPING CENTERS PARTNERSHIP, LL~, hereinafter called "Landlord", and CHUN LAM CHENG, hereinafter called "Tenant", and HUNG YUN d/b/a SUNNY GARDEN RESTAURANT, hereinafter called the "Assignee". Explanatory Statement Landlord and Tenant are parties to a Lease dated April 21, 1997 (hereinafter called the "Lease") for the premises described as 5202 Simpson Ferry Road, Suites 108, 109 & 110. Tenant desires to assigri to Assignee all of Tenant's right, title and interest In and to said Lease, and Landlord is willing to consent thereto. NOW THEREFORE, the parties hereto covenant for themselves and their respective heirs, personal representatives, successors and assigns 'as follows: I. Tenant hereby selIs and assigns to Assignee all of its right, title and interest in and to the said Lease for and during the remainder of the term mentioned therein, subject to the covenants and conditions therein mentioned. 2. Assignee hereby assumes the said Lease for the balance of the term thereof, and agrees to faithfully perform an of the c(;'lVenants, stipulations and agreements contained therein. and. particularly, to pay the rent and additional rent as therein provided, all to the same extent and 8S '. though the Assignee were the Tenant under the said Lease. 3. - - Assignee covenants arid agrees that he shall do nothing that shall have the effect of creating a breach of any of the terms, covenants, and conditions of the Lease. 4. BaSic annual rent for the premises shall be changed as follows: Ym Annual Rent Monthlv Rent $4,000.00 >CII;n~_ .~_I""\OO -$ 4,000.00 $ 4,400.00) 'I I~ d 03 $ 4,400.00 lolt 00 - GJ ~ . $ 4,400.00 $4.800.00> I ,~I'PI 0\0 ..$ 4,800.00 \" \ I 0'> ,;$ 4,800.00 f .{ $5,200.00 ,olrla(,,~. q ',0 01 511199 - 9130/99 10/1199.9130/00 1011100.9130/01 101110 I .9130102 10/1102-9130/03 10/1103.9130/04 1011/04-,9130105 1011/05.9130/06 1011/06.9130/07 N/A $48,000.00 $52,800,00 $52,800.00 $52,800,00 $57,600.00 $57,600.00 $57,600.00 $62,400,00 5. Basic annual rent shall abate for a period of one (1) month beginning May I, 1999. Ji I-g." cf\ { (.(.,;\ c:>"M 'S<h.,.."l .-' c' ~"ofv ...-=- T-' rr<">r -r'... -""'~ I 7-. -, d! ............, ,.... P' """ " 1llIio;.("" 1...' , ...,... " 6. Basic annual rent for Section 42 of the Lease (Option to Renew) shall be changed as follows: Year Annual Rent Monthlv Rent 11 $62,400.00 $ 5,200.00 12 $62,400.00 $ 5,200.00 13 $67,200.00 $ 5,600.00 14 $67,200.00 $ 5,600.00 15 $67,200.00 $ 5,600.00 7. Beginning May 1, 1999, Tenant will not be liable under any and/or all of the terms, covenants, and conditions of the Lease or for the faithful performance thereof. Assignee will be responsible for any costs or expenses billed prior to or after May 1, 1999. 8. Security deposit held by IlTenantll will be transferred to llAssigneell. 9. Landlord hereby consents to the Assignment, and agrees to accept all rental payments and payments of additional fent from Assignee, but upon the express condition that neither such consent nor the collect of rent from the Assignee nor the performance of any of the covenants and conditions of the Lease by the Assignee shall be deemed a waiver or relinquishment for the future of the covenant against Assignment or subletting. Landlord acknowledges that the Lease is in operation and effect and that, at the time of the execution hereof, it has no knowledge of any default by Tenant thereunder. 10. This Agreement shall be effective as ofthe first (1st) day of May, 1999. WI1NESS the hands and seals of the parties hereto. WITNESS: LLP BY: tt~ KING'S BUFFET (7j~t!:j Chun Lam Cheng BY, HUNG YUN d/b/a SUNNY GARDEN RESTAURANT /thj lJujft- !1/~~ o BY: ~~~ Don San Lee HUNG YUN d/b/a SUNNY GARDEN RESTAURANT BY, ~, ~ -;/1, 0 Li Fen Lee laasunny 4/28/99 ...-,,~-,~ iiI'~-'a1iUil!~lIiiil__----'~'~~~~li!iIlllii\;iliIJtM r'l IIiI - - ~ ~~'iilil"fi ~ \ ~ ~ \ ':5) .~ ~ . ~~. ~ ~ JL ~ ~ .... . lJv ~ ~-" ---- 1\ F ~~ ~\ ~ p c1 ~J~ ~ o ,~ r- 0 ~ vF~; ~ gJC!~ CD zr I iB ~ )> C: t:..) ~ -< "~.~, \-.1 -on _..:c'.:._"-{ ;::- C:> ;~~?; ;~~~ f-~ ,-" 0-< 5; -< I!i~ " '.Ji " 4,..;.... ~ ~ ::1 \ t: T>- 1\ lIilI: ~, ,- - .-, -. .., ~~ ,,-.- : "-'--~<' ". '.'~ Johnson, Duffie, Stewart & Weidner By: David J. Lanza LD, No. 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTER, LLP, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA dJrrJ1J ~. 03!r, ~ v. : DON SAN LEE and LI FEN LEE, individually . and t1d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, CIVIL ACTION - LAW IN EJECTMENT Defendant NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON TO: DON SAN LEE and LI FEN LEE, IId/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT 5202 Simpson Ferry Road, Suites 108-110 Mechanicsburg, Pennsylvania 17055 A judgment in the amount of $464,074.80 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOUR OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFI=ORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, Pennsylvania 17013 (717) 240-6200 :130075 ~:HNSON,t1F~EWART & WEIDNER David J. Lanza ~I~_II !U ,""" l> - -.-- ~ ~ ",,-- ~~...... ~ ~, , '",-' --<. -"" liIii (") Co Q c 0 , , :5': -., -Occ, ,." ~~! mr-,'j G"J Z~.1:; I ~';::5 Zr-- 0)~: (,) ~;~:(:S ~C) v ~~1 ~~ ',> ::'1: ""7C; ~~CJ ~ ()til )>" C ~ Z "'"' ~ :u (::> -< " - '.'0,',," , -".-"'-". J .. _I" .. " ~ >; , '--C'_! '-,~,-- ~ Johnson, Duffie, Stewart & Weidner By: David J. Lanza LD. No. 55782 301 Market Street p, O. Box 109 Lernoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTER, LLP, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ~ ~~t,-.~ v, DON SAN LEE and LI FEN LEE, individually and tJd/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, CIVIL ACTION - LAW IN EJECTMENT Defendant TO: DON SAN LEE and LI FEN LEE, t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT 5202 Simpson Ferry Road, Suites 108-110 MechanicSburg, Pennsylvania 17055 You~e her~on 'l-d-5. ~ judgment by confession was entered against you in the sum of $,: D A1. e ~e-caPtioned case. ." [)~ DATE: ,J.. ~ rrh (Jo ~ k ~____' ~ . ----f= PrJthonot ry U lr' YOU SHOULD TAKE THIS PAPER TO YOUR LAWVER AT ONCE. IF YOU DO NOT HAVE A LAWVER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, Pennsylvania 17013 (717) 240-6200 I hereby certify that the following is the address of the Defendants stated in the certificate of residence: DON SAN LEE and LI FEN LEE, t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT 5202 Simpson Ferry Road Suites 108-110 --,,~, PA 1701:1 L L Attorney or Plaintiff :130075 .~'~o~ " ~""~"'l!lII!$ll~Ili'til!ll' ..__,~~~'"."""'o - ".0 ~ ..il '" - ~."., ,- , ~ ,,~ d~iiiA (') <=> 0 c:: C) '" S:,' '"T') '. UC) ill ,', =:J nlri"! 8:; ..,..~, , ',--- ~_.... I -.-:,'-r--: ~~.' W ;;~'? ct.: ~O u --'--., $0 :r.: 9c) );;0 ~ Qrn C ~ ..... 'b' ':0 0 -< ~ ~ b-Ji .1' " SHERIFF'S RETURN - REGULAR CASE NO: 2000-00634 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND WINDSOR PARK SHOPPING CENTER VS LEE DON SAN ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pensylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon LEE DON SAN T/D/B/A HUNG YU AND SUNNY GARDEN RESTAURANT the DEFENDANT , at 0018:12 HOURS, on the 8th day of February, 2000 at 5202 SIMPSON FERRY RD SUITE 108-110 MECHANICSBURG, PA 17055 by handing to DON SAN LEE a true and attested copy of CONFESSION OF JUDGMENT together with NOTICE & COMPLAINT IN EJECTMENT, CONFESSION OF JUDGEMENT FOR MONEY DAMAGES and at the same time directing His attention to the contents thereof. "', Sheriff's Costs: Docketing Service Affidavit Surcharge 18.00 8.68 .00 10.00 .00 36.68 So A, nswers: _ . ~! r>l?rAf~ R. Thomas Kline 02/09/2000 JOHNSON, DUF TEWART Sworn and Subscribed to before By: me this ,;2."1 ~ day of '1'...J A. D . 4- ",-"" "f C)"f' , P~;t?:;,~':~-~~y ~ I ~ --".- - J~,t. '. " \.. SHERIFF'S RETURN - REGULAR CASE NO: 2000-00634 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND WINDSOR PARK SHOPPING CENTER VS LEE DON SAN ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pensyl vania , who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon LEE LI FEN T/D/B/A HUNG YU AND SUNNY GARDEN RESTAURANT the DEFENDANT , at 0018:12 HOURS, on the 8th day of February, 2000 at 5202 SIMPSON FERRY RD SUITE 108-110 MECHANICSBURG, PA 17055 by handing to LI FEN LEE a true and attested copy of CONFESSION OF JUDGMENT together with NOTICE & COMPLAINT IN EJECTMENT, CONFESSION OF JUDGEMENT FOR MONEY DAMAGES and at the same time directing His attention to the contents thereof. , Ii>-- Sheriff's Costs: Docketing Service Affidavit Surcharge 6.00 .00 .00 10.00 .00 16.00 So Answers: r~~~~~e R. Thomas Kline 02/09/2000 JOHNSON, DUFF Sworn and Subscribed to before By: me this ,;29 ~ day of d4",. OJ-rrzrU A.D. , I CJr" 0 ~ #' Prothonotary' - ,.,,- WRIT OF POSSESSION (Ejectment Proceedings PRep 3160.3165 etc) , _____~!~g~~_~~~~_~b9P~~Qg_______________ I Centers LLP -------------~------------------------------ I vs. I Don San Lee and Li Fen Lee, r individually and t/d/b/a Hung Yu, ----cr/151a-'S"tffiiiYr;araerc1<esta:urant------j 5202 Simpson Ferry Road, Suites 108 110 MechaniCSburg, PA 17055 --~---------------------------------------- COwIMONWEALTH OF PE.l'mSYLV.';"''<JA; COUNTY OF CUMBER!L..A..."iD: IN THE COCRT OF COM:\-ION PLEAS OF Gl:.1BERL.-\l'<1) COt;")."TY, PEZ',").CSYL VANI,". No. _____QQ~9_l1_CiJTJLl_____________ Term 19______ ~o. ________-________________________ TeI'Ill 1'9______ Casts Att'~. nn___________________________ $____________ PPff (s) _____________________________ $___l~QQ_____ ~city. ______________________________ $----------__ ------------------------------------------~-------- --------------------------------------------------- To the Sheriff of _n___c.lJlIlb.er:laod.________________Caunry, Penna. (1) To~sfy cite judgment for possession in the abo ve matter you are directed to deliver possession CIi the following descrilledproperry .to: ' Windosr Park Shopping Centers, LLP -~---------------------------.-~------------------~---------------------------------~--------------~-~ --------------------------------------------------~--------------------------------------- PI .""' ..J:'f ;' ~\ ... l:u...t!..~ \. ~. being: (Premises as follows) : 5202 Simpson Ferry Road Suites 108-110 Mechanicsburg, PA 17055 (2) To53lt'i&y 'cite coscs3gainst the def~dant (s) you are directed to levy upon 3''lY property of the defen- dant (s) and sen his her (or their) iIl'teI"est t.~e~in. March 21, 2000 Dare ___________________,______________ (SEAL) .____ _______~__:?~_~~~_ ~_._ _~!?_9___ _________________. Protllonorary. Common Pleas Ccurt of Cumberland Bv~_2~_~ , (J-/r::. Deputy ~~I~iiliI' !ill "d ljj' rllll~ID"'-1OiH~_..%NiUliSif~-' ..,' 1'<I.l~L~ ~ ""~~ J. ., ,..".. Ef' co V C~.., ... ':::-." nl ,..., .C7-= _. .. ':::lr~ r 0 , " , .., -'--, W -i I-' "" !'I'\ .."..: J:: 0' ):;:.. , li'-, " ..;Z ;,ii:~ = "I'" ]> .. ;~ = "".., = ... ~ , ;Q .." :i ~ '" - ~ ~ , ~- 3 = :<;rnU1:<l1" & ::;: ;.;, Z I ~ ~- (J) C IV (J) :; C" ~ , ... (l C',OOO p.,:; S. 9iil , , ~ --!! ~ -i 1 , ~ iifrtIVrt , . - (J) I" rt rn "'. = - CVil . , """ , :;oornC'-.1" o' ::'l ='" , , C" ~'Ii p.,:; Ii ::= t::::::I , ~~ w : .." :;: (l f-' I" '-. ~n ~ '0 =- 0 >1 00 0 :; 0" ib ." >0 :0 ., 1-'..... I ::= O"oornrt.............. I" '1 - - 10 ? - C I 0 I" (J) ~ !c: !rifil "" .2:':3 ~ ~ ,I" -i ~ f-':; .., := 'w - ,~ ~ f-' 0:11" ..; :... ~ (I) Ii ::; II-'- - O"J c:; rn - . ,... :n 7" ~'"< lOJ .." .., (J) :; p., 0" ~ - , (1)-1 "=l :il Ii LQ I:'" C" - :;; 'C" ; ~ rt 3";'-l '" ;g - ,~ - ~ I' Ol '-" .." ~ >< C" ~ ~ ,... 'C" - rn , " - f-' C i' C" ;.;; :f-' ~ I-' rT :2 I~ ~ - .., " @ p.,~ :; - Q in. :< '-' , '-< -..J. :..! , 0 LQ ? _.0 :"::J ... CJJ U1 '-.:; - ... .t::. '"'d;::':N "=l - ~ U1 p., 0" n ~:: ;-, w. ~IOJ .. '-.1:'" (J) '-' 'J1 ..~~ ,..., ~ I 0 -. '" - I" (J) :; Z .., -i -4 O. .._1 .... .... .... .... " ~ (J) rt Z ." f-' 3' ~ 't>:! , . , I r; rn. (J) Z ~ ; ~ 0 '_1(1] , , . ~ C Ii :.n..... ?+-.\.Ox ~ , , , <<-= , If' , ~ C" '" " , s. ~~ f-' I d, . < > ;~ '" 0 , .....u:!.- C'- ~ '!) i 9 p G'l ~ >'-" I , I" C" Z - , , ~~ - ~ ;;. :; f-' ~ 19______ By virt;u'e of tills writ, on che _____________________day of -----------------------------------. I caused :he wi'ttrin named --------------------------------------------------------~----------------. :0 have. possessron of ;:he premises described with the ;1.ppurtenances~ 3.nd ________________________________...______ R. Thomas Kline, Sheriff, who being duly sworn according _t.a. _l.aw~_sJ:.a.!:.es..._ till s..._w.:c.iL_is.._r.e.t w:n.e.cL_SXll.YED4____Rrop",.;r::.1;'l_ -;is.- v.aG~ t-'r _ _ _ ____ ___ Sheriff I s Costs: Advance Costs: ____sU..:LQ..P_Q______ -noEkefTng-----m----Siir:tfQ---------m-m------m---SheriTi'S--C'"OS-t-~ : 46. 10 Prothonotary 1.00 $103.90 -SulrC1ra~ge-------------2Lr:LnJ--------------------------------------------------------------------' Service 6.20 ,-P~.Rfha~---------------~9G-------------------_--------__________________________________________. $46.10 ~ SW'Oftl ~d 5Ubscribed w be.t'ore :11t this _y::;:___..._-~_::..._~ """ ", +0;.--............----. ",""" ----------------- - -----~~-~-r~-. rmhonot:l0' :'-0. .\rls'~..'cr.t _." . ,,;/ ~" 'Ii'''/'"'' "r> y // . ~;;;:p;JI <.,:t;.:;,-t:-;~. ,#-,< ~t oT"';;"'2."'--{..~...'''~'.M,.riKle;,1f::. /,. _ , I' ------_::..._~--_::..._::..._~----_!-------~-~-~-~-~-~~~~=~~--, 'h 6ft p,' (10" ,/3milh " _, _, , J ~-~_--------------__--------------------::... Depu:y I. u<l GJe. J. S tltl,V J2u- - 'i 3'ij{Yf .1l ,*- "^--" ,_...,. ".--. . -,.~-- ,. .',- " '^, ,'~ ~ ~ " "" "-,~,' ~-~~- Johnson, Duffie, Stewart & Weidner By: David J. Lanza LD. No. 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. 634-Civil-2000 v. CIVIL ACTION - LAW DON SAN LEE and LI FEN LEE, individually and t1d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, Defendants PRAECIPE FOR WRIT OF POSSESSION TO THE PROTHONOTARY: Please issue a Writ of Possession in the above matter for the premises located at 5202 Simpson Ferry Road, Suites 108-110, Mechanicsburg, Cumberland County, Pennsylvania 17055. Respectfully submitted, Dated: :132634 '} I'I j Uo ::HNSON'Z)g~AAT & WEIDNER David J. Lanza Attorney I.D, No. 55782 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff 'c" ~_ 1llIl' ~ ~ ~ ---~-~~ u-~---'" - -' '"-~,.', '""," ,,' ",,"",', ". -l. '0, _ i:;'~, " r-:.. ~- ~~E~ 5"\: /-:;:j =<: o c::> --) \'1 ........ "<l. ....<>-..~~........ ((\ ..t ~i'~:-o ~ X:) --0 . ~ . Co? . Ii. '1 ~ 8 ~ 1 () g I 'i2 ~ I I I , ~() ..... ~ , , ~~ '" ... , , ~ ~ , . ~ , .... , ..... " ~';;;''' ,--, -~. ,i :,~-~ 5l ~.;-~ "r" >2S~ b~O ,c~C51TI ~ r-"J :< ;u i"-') 2:r:; --... ? ...j \),~~ . ... , -~ , H "__ "0 ~ WINDSOR PARK SHOPPING CENTER, LLP, PLAINTIFF/RESPONDENT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DON SAN LEE and LI FEN LEE, Individually and t1d/b/a HUNG YU, SUNNY GARDEN RESTAURANT, DEFENDANTS/PETITIONERS : 00-0634 CIVIL TERM ORDER OF COURT ANDNOW, this 16th day of March, 2000, upon consideration of the foregoing petition, IT IS ORDERED: (1) A Rule is issued against respondent, Windsor Park Shopping Center, LLP, to show cause why the petition to open and strike judgment should not be granted. (2) Respondent shall file an answer to the petition within fifteen (15) days of service. (3) The petition shall be decided under Pa. Rule of Civil Procedure 206.7. (4) Any depositions shall be completed within thirty-five (35) days of service. (5) Briefs shall be filed in chambers and argument shall be held on Tuesday, May 2,2000, at 8:45 a.m., in Courtroom No. II of the Cumberland County Courthouse. (6) Notice of the entry of this order shall be provided to all parties by petitioner. (7) All proceedings shall stay pending further order of co ~ ;: Il~,;p r FILED-OfRCE , v OF 1:-',[: P!1OTHO~lOTAR, 00 MAR 11 PH ~: 00 CUMBERLf\i\iD COUNTY PENNSYLVANIA . . ,~.~ ... IiI" !~---:,--::j:'~ ..- ' ~~ . ~. ,m. "..,.,.",,_./h~."$"'i";~fIJ1i!t~i!lIFIJ ~ ~ ,~~"~~~~lmlHBI~I~~~ ~; 1F;i:.. " ", '~ -" , . <,~~ 1- " -." ~, David Lanza, Esquire For Plaintiff/Respondent Bruce D. Foreman, Esquire For Defendants/Petitioners :saa -2- - c' _I -, WINDSOR PARK SHOPPING CENTER, LLP, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. No. 634-2000 DON SAN LEE and LI FEN LEE, individually and t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, Defendant PETITION TO OPEN AND STRIKE JUDGMENT I. The Petitioners are Don San Lee and Li Fen Lee, adult individuals and husband and wife who are among the Defendants named in the above-captioned Confessed Judgment. 2. The above.captioned Judgment is based upon a lease assigned by lease assignment dated April 29, 1999 between WINDSOR PARK SHOPPING CENTER and HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, which assignment is attached to the Complaint in the instant case. 3. The Petitioning Defendants signed the Assignment of Lease under the caption "HUNG YU d/b/a! SUNNY GARDEN RESTAURANT. 4. The individual defendants were represented by counsel who advised them and billed them for incorporation of Hung Yu. 5. Based upon their signing in a representative capacity for Hung Y u, and the incorporation for which they were charged, the Petitioning Defendants intended, as plaintiff knew that they were signing in their capacities as officers of the corporation on behalf of the corporation and not individually. 6. The defendants are Chinese and speak Chinese as their main language and understood during the transaction, that they would not be individually responsible or liable for confessed judgment individually. 7. Defendants have acted promptly to request that the judgment be opened. 8. If the judgment were opened, defendants have a good defense thereto. 9. There is no confession of judgment signed by the defendants individually. 10. Because there is no confession of judgment signed by the defendants individually, the instant confessed judgment should be opened and/or stricken with regard to the individual defendants. II. No prejudice will result to any party by the opening of the judgment in that any claim can still be litigated and, if meritiorus, found against the individual defendants. . " ,.,,- '. .",..". WHEREFORE, Petitioners request that the confessed judgment to the above term and number be stricken. Respectfully submitted, NICHOLAS & FOREMAN, P.C, By: 11f<<,Jf)(; I Bruce D. Foreman, Esquire ID No. 21193 4409 North Front Street Harrisburg, PA 17110 717-236-9391 . Attorueys for Defendants Dated: " ~-- ;, ."; ,I _, .,r .. -'--' II' VERIFICATION I verify that the statements made in foregoing Petition are true and correct to the best of my knowledge. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. Dated: March 9, 2000 ~ ~ --::4.e DON SAN lEE Dated: March 9, 2000 ;&~ r- ~ LI FEN LEE >- <") jC ~ 0 Z i-= .. ::::><( tS~ 0'\ 0-- ::c ,)~ Ct:"=': '- ~2 .<:1; O~ 7'>- 0 :'--..;co(.f) ~""- .':'1z -~~ 0:: ~I:Z u:. WLU .,,, COO- :lC ~ u.. C? ::) ,0 0 <.) - p., f)i ~ ~~ t. ~z~ ~.~ ... p.....-I ~ ~~ f)i5 ::c:p.. 8 CI) ~ I ! ~~ ~ " ::: . ~ . .~ ~ ~~~~ ~~~~ H~IQ) H'd If:< ~~ 8 ~~~ ~~~ CI):>~ S]~ o o o N I "" C") '" i; ~~ :~ HCI) E-< i en o .... u ~ ~ I-~ ~~ ~ E 1-<( Q} en Z ..- ~I.:tl-",en u~z~~ ~~ ~~~ ~~ ~1E;:::- to..:l a: c.. ;::: <:Il 0 .- -< z(!) '" en 0: 00::> = ..,. tD ..,.en U cr: ... 0: Z ~ ,to , . . ~ ;~ "~ ..., . . NICHOL;\S & FOREMAN, P.C. , i . " . _.-~-- -I ,i "..~~, Johnson, Duffie, Stewart & Weidner By: David J. Lanza J.D. No. 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff WINDSOR PARK SHOPPING CENTERS, LLP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. 634-Civil-2000 v. CIVIL ACTION - LAW DON SAN LEE and LI FEN LEE, individually and t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, Defendants PLAINTIFF'S ANSWER TO DEFENDANTS' PETITION TO OPEN AND S!RIKE JUDGMENT 1. Admitted. 2. Admitted. 3. Admitted in part. Denied in part. The complete signature line is included in the lease assignment attached to the Complaint. 4. Denied. It is irrelevant what Defendants' counsel billed them for. By way of further denial, Plaintiff has no knowledge of the aforesaid averment. 5. Denied. Defendants did not sign on behalf of any corporation. There is no corporation named Hung Yu or Sunny Garden. By way of further denial, no entity appearing on the lease was represented to Plaintiff as a corporation. " , -~ ~ '''"' ',' ;~-,-, I :' =;;-~ 6. Denied. Plaintiff represented to Defendants during the transaction that Defendants would be individually Iiabile. 7. Denied. This Petition is untimely pursuant to Rule 2958, as it was filed more than thirty (30) days subsequent to service of the Rule 2958 Notice upon Defendants, The aforesaid Notice was served upon Defendants on February 8, 2000. This Petition was not filed until more than thirty (30) days beyond that date. A true and correct copy of the Return of Service is attached hereto as Exhibit "A." 8. Denied. Defendants have no defense to the judgment. Defendants are in breach of their obligations to pay rent. By way of further denial, Defendants have made no allegation that they are in compliance with their lease and no allegation that would contradict the allegations of Plaintiff's Complaint. 9. Denied. The confession of judgment was signed by the Defendants individually. 10. Denied. The confession of judgment was signed by the Defendants individually and should not be opened or stricken. 11. Denied. Plaintiff will suffer prejudice from the opening of the judgment due to Defendants' financial condition which allegedly borders on insolvency. WHEREFORE, Plaintiff respectfully requests that Defendants' Petition be dismissed. - ,*j,i':;~~. NEW MATTER 12. Defendants' Petition is untimely, having been filed more than thirty (30) days after service of the Rule 2958 Notice. A true and correct copy of the aforesaid Notice is attached hereto as Exhibit "B." WHEREFORE, Plaintiff respectfully requests that Defendants' Petition be dismissed. Respectfully submitted, JOHNSON, DUFFIE, STEWART & WEIDNER By: ~ Dated: :132861 tf( 0 Od David J. Lanza Attorney I.D. No. 55782 301 Market Street P.O. Box 109 Lernoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff ''''''"'-'''''' VERIFICA T/ON I verify tnat the statements made in this ANSWER TO PETITION TO OPEN AND STRIKE JUDGMENT are true and correct to the best of my knowledge. information and belief. I understand that false statements made herein are made subject to the penalties of 18 Pa. C.S.A. 94904, relating to unsworn falsification to authorities. Date:~~(\ '-\, l...OOO By; 'rthuf Adler; Esquire Viae President I'-~ ~ .~, ,"'-., ""'1'"-",,_ SHERIFF'S RETURN - REGULAR "Ill '2.Z - 2..G VS COpy TO! Ji , CLIENT: I f'<.Jl.- jlJ OTHER'. IJ W/ IJ W/O' t'ENCLOSURE' ,~ FILE ORIG. 'SENT '1.1"./,-;- BY ,-" c \- JDSBcW (td/,J CASE NO: 2000-00634 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF ,CUMBERLAND WINDSOR PARK SHOPPING CENTER LEE DON SAN ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pensylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon LEE DON SAN T/D/B/A HUNG YU AND SUNNY GARDEN RESTAURANT the DEFENDANT , at 0018:12 HOURS, on the 8th day of February, 2000 at 5202 SIMPSON FERRY RD SUITE 108-110 MECHANICSBURG, PA 17055 by handing to DON SAN LEE a true and attested copy of CONFESSION OF JUDGMENT together with NOTICE & COMPLAINT IN EJECTMENT, CONFESSION OF JUDGEMENT FOR MONEY DAMAGES and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge 18.00 8.68 .00 10.00 .00 36.68 So An. swe.r,.s: . . ~... . .../1/ ." ~! r/;H;...~ R. Thomas Kline 02/09/2000, JOHNSON, DUF Sworn and Subscribed to before By: me this day of eputy Sheriff A.D. Prothonotary - ", . "--"""," SHERIFF'S RETURN - REGULAR CASE NO: 2000-00634 P COMMONWEALTH OF PENNSYLVANIA: , COUNTY OF CUMBERLAND WINDSOR PARK SHOPPING CENTER VS LEE DON SAN ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pensylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon LEE LI FEN T/D/B/A HUNG YU AND SUNNY GARDEN RESTAURANT the DEFENDANT , at 0018:12 HOURS, on the 8th day of February, 2000 at 5202 SIMPSON FERRY RD SUITE 108-110 MECHANICSBURG, PA 17055 by handing to 'LI FEN LEE a true and attested copy of CONFESSION OF JUDGMENT together with NOTICE & COMPLAINT IN EJECTMENT, CONFESSION OF JUDGEMENT FOR MONEY DAMAGES and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge 6.00 .00 .00 10.00 .00 16.00 So Answers: r-~nt4e~t R. Thomas Kline 02/09/2000 JOHNSON, DUFF Sworn and Subscribed to before By: day of me this A.D. Prothonotary "" ~I' Johnson, Duffie, Stewart & Weidner By: David J. Lanza I.D. No. 55782 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff CC(0~lr WINDSOR PARK SHOPPING CENTER, LLP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff ' cACOJ ~. ~ v. DON SAN LE;E; and LI FEN LEE, individually and tJd/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, CIVIL ACTION - LAW IN EJECTMENT Defendant NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON TO: DON SAN LEE and LI FEN LEE, t/d/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT 5202 Simpson Ferry Road, Suites 108-110 Mechanicsburg, Pennsylvania 17055 A judgment in the amount of $464,074.80 has been entered against you and in favor of the Plaintiff without an: prior notice or hearing based on a confession of judgment contained in a written agreement or other paper alleged I: signed by you. The sheriff may take your money or other properly to pay the judgment at any time atter thirty (30) day after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or properly from being taken. YOL MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHII THIRTY (30) bAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOUR OR YOU MAY LOSE YOUr RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER 0, CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YO CAN GET LEGAL HELP. Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, Pennsylvania 17013 (717) 240-6200 :130075 ~~~NSON'~F\kEWART & WEIDNER David J. Lanza CERTIFICA TE OF SERVICE AND NOW, this ..,.~ day of April 2000, the undersigned does hereby certify that he did this date serve a copy of the foregoing ANSWER TO PETITION TO OPEN AND STRIKE JUDGMENT and NEW MATTER upon the other parties of record by causing same to be deposited in the United States Mail, first class postage prepaid, at Lemoyne, Pennsylvania, addressed as follows: Bruce D. Foreman, Esquire NICHOLAS & FOREMAN 4409 North Front Street Harrisburg, PA 17110-1709 JOHNSON, DUFFIE, STEWART & WEIDNER By: ~ David J. Lanza """"" r~""""" .';c' -",' '" "," ........' -^~- ~'.~ " o C <.:.:. -o~::; mr"l z::.u ~~i r;:c::; ~8 >-c ~ =< .t, I , i ! = = ".. ---;:1 ;;'j I tl', o -,-, :~ i';l~ -,-,i"T1 -,'~, f'') -", . "-~';() ~S~ G~n -I 'y " =< -0 :x N C..> U1 :r ~~ .. ,~ LeeResponsetoNewMatter/Civil/BDF WINDSOR PARK SHOPPING CENTERS, LLP, Plaintiff v. DON SAN LEE and LI FEN LEE, individually and tld/b/a HUNG YD, d/b/a SUNNY GARDEN RESTAURANT, Defendants - ~,j ... IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 634 Civil 2000 CIVIL ACTION - LAW DI}FENDANTS' RESPONSE TO PLAINTIFF'S NEW MATTER 12. To the extent that Plaintiff's New Matter is not a legal conclusion and requires response, the same is denied and, if relevant, strict proof thereof is demanded. Respectfully submitted, NICHOLAS &FORE~' By: ,~4J Bruce D. Foreman, Esquire Atty. ID #21193 4409 North Front Street Harrisburg, P A 1711 0-1709 (717)236-9391 -- Attorneys for Defendants ... ...........,.w..."" . VERIFICATION I verifY that the statements made in foregoing Petition are true and correct to the best of my knowledge. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. Dated: April I 0 2000 , ~ ~ -:lot DON SAN LEE Dated: April I 0 2000 , ~, ~,~ Z LI FEN LEE ,M.'-.>- , , - , WINDSOR PARK SHOPPING CENTERS, LLP, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 634 Civil 2000 DON SAN LEE and LI FEN LEE, individually and tld/b/a HUNG YU, d/b/a SUNNY GARDEN RESTAURANT, Defendants CIVIL ACTION - LAW CERTIFICATE OF SERVICE I, Bruce D. Foreman, Esquire, do hereby certify that on this, the day of April, 2000, I served a true and correct copy "Defendants' Response to Plaintiffs New Matter," upon counsel for Plaintiff, by sending the same by first class U.S. mail, postage prepaid, addressed as follows: David 1. Lanza, Esquire Johnson, Duffle, Stewart & Weidner 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 ,P.C. Attorneys for Defendants ~ ';"- --..1 " il ~Il'~ ~~~ I&j- I1ll.lUlli~~~- , . - ~-~. '--" . ~'-""'jiil " ~~1lllF f<I W"........ I - ~ , I~ ",,' (') r- iftJ fj; ~,~~; .;:;:;~ ~ '" -, --, (:':) ~I I ~ Ii ! , c::> c::, ,.,. -'--: r,''''''' ::~" ::"1 "--7 --.:.0 "-~, r. ~ ') J.'J '-<() : -'";~i ~ '---:-' . ~~~~~~~"; WINDSOR PARK SHOPPING CENTER, LLP, PLAINTIFF/RESPONDENT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DON SAN LEE and LI FEN LEE, Individually and t1d/b/a HUNG YU, SUNNY GARDEN RESTAURANT, DEFENDANTS/PETITIONERS 00-0634 CIVIL TERM AMENDED ORDER OF COURT AND NOW, this -fv" ~ day of May, 2000, despite the notation on the record that copies of the Rule to show cause issued on March 16, 2000, were forwarded by the Prothonotary to counsel, and now upon relation by counsel that the copies were not received, IT IS ORDERED that the briefing and argument schedule in the order of March 16,2000, is amended to provide that briefs shall be filed in chambers and argument shall be held on Monday, June 19, 2000, at 1 :30 p.m., in Courtroom Number 2, Cumberland County Courthouse. Edgar B. Bayley, J. David Lanza, Esquire For Plaintiff/Respondent / Bruce D. Foreman, Esquire For Defendants/Petitioners :saa ,< , ,,"""'x:. cell ,-,,-_,j\'lV o".t\'{ \'\~(.~~f"";'\\--l.()\,-\ l'~ \ r";"'" \,\e'.\H \(';'0.)";\ ,- \~~ " \.~ j' " ,,\~ \\\', \ \ ~ e... ,I ....,j 'r\\' IJIJ 'l;'\\" \ - , h'<P cd0~~\\'{ (',\.\\C~6t.r\V .::,,\ \!\~\i>- '.J ?'C.~~'0\\-'''''' I. '-f'! ~ ~ ,~ II~ .,'^ ,~~~J e ~.~ ~. , "" ., ~ ~I'!II\! ,l'JII.!!I!!IIIl ,,",' J '~."'...., ~ ~,." I If r ", . do ,,-- .' ORIGINAL WINDSOR PARK SHOPPING CENTERS, LLP, PLAINTIFF IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V NO. 634-CIVIL-2000 CIVIL ACTION - LAW DON SAN LEE AND LI FEN LEE, INDIVIDUALLY AND T/D/B/A HUNG YU, D/B/A SUNNY GARDEN RESTAURANT, DEFENDANTS DEPOSITION OF: DAVID W. KNAUER TAKEN BY: PLAINTIFF BEFORE: DIANE WENDT, REPORTER NOTARY PUBLIC DATE: JUNE 14, 2000, 11:13 A.M. PLACE: JOHNSON, DUFFIE, STEWART & WEIDNER 301 MARKET STREET LEMOYNE, PENNSYLVANIA APPEARANCES: JOHNSON, DUFFIE, STEWART & WEIDNER BY: DAVID J. LANZA, ESQUIRE FOR - PLAINTIFF NICHOLAS & FOREMAN, P.C. BY: BRUCE D. FOREMAN, ESQUIRE ~~c v'11t ~~.f\ 8hell'),. l.f V '''~7~~ ~ -94fb ()(lA Jf~l~ IJ'~~ FOR - DEFENDANTS Hughes ~ ~ Albnght Foltz , " ~"", . "" ~ ~ .. ~. ~"" ,~ ",. Natale 2080 Linglestown Road · Suite 103 · Harrisburg, PA 17110 717.540.0220. fax 717.540.0221. Lancaster 717.393.5101 J i c . I ,-" _,v- -"-I' " ' ' ~. "',h p);;\ {_" t,i . '",\ \ Q ,.. ['i-' \U" - _/ lV -- _ I \~,11\j .... ", r,'-\Vi-li I -.,,-' ';j\ ~i>~U :~l\'p\ (~U\!,c:,t, '~t '~'{' \If'''\' ..I I PEt't"i:J \-. "-','," -"-'''-',' L I, f, >.J.! ,il ,-1 t< ;;/ ~ :"'... I U r., ~ -- ^-""'-,-!' o 4 5 6 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 25 0 2 1 2 NAME 3 DAVJD W. KNAUER BY: MR. LANZA BY: MR. FOREMAN WITNESSES DIRECT CROSS REDIRECT RECROSS 3 44 33 46 EXHIBITS DEPOSITION EXHIBIT NO. PRODUCED & MARKED 1. LETTER DATED 3/15/00, THREE PAGES 32 0.,.,,',. ' , o o I I I !~.., ' 'f"""'-. "...~~~ ~ '~,~';-"''>'"''-~'' "-.,-. _< Jill riA 2: Oll CD J\.i\~ \ '3 r.; - ,r, 'h'"'' ,<" ,_:<:!""\ lA)U.~II C" ii\I'St.ni.r,;:v~\!t'''\f'' u' 'PENN:" ~ nl"' IL ~~-~....~"' . ~.' . ,~nl!I="""_~,,...,.,,~1 0 1 2 3 4 5 6 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 25 0 - .,~' 3 STIPULATION It is hereby stipulated by and between counsel for the respective parties that reading, signing, sealing, certification and filing are hereby waived; and that all objections except as to the form of the question are reserved to the time of trial. MR. FOREMAN: We'll make the objections now for purposes of the hearing on Monday and reserve for subsequent proceedings if there are any. DAVID W. KNAUER, called as a witness, affirmed and testified as follows: THE WITNESS: No, I affirm. DIRECT EXAMINATION BY MR. LANZA: Q Can you state your name for the record? A David W. Knauer. Q Can you spell that? A Sure. K-n-a-u-e-r. Q And what is your address? A My business address is 411-A East Main Street, Mechanicsburg, Pennsylvania 17055. Q And what do you do? A I'm an attorney. o o o 5 6 7 8 9 10 11 12 13 . , - ~; 4 1 2 3 How long have you been an attorney? Since 1975. Q A Q Okay. And included in the areas you practice is 4 contract law? A Yes. Q And business law? A Yes. Q Okay. Do you know Don San Lee? A Yes. And do you know a woman named Li Fen Lee? Yes. Q A Q How do you know them? They were our clients when they purchased equipment A 14 and entered into a lease for a premise in the Windsor 15 Shopping Mall. 16 MR. FOREMAN: At this point, I want to just put on 17 the record that Mr. Knauer knows I'm representing Don San 18 Lee and Li Fen Lee individually and that Mr. and Mrs. Lee, 19 of course, have attorney-client privilege with regard to 20 some matters which occurred during the period that Mr. 21 Knauer represented them and that Mr. and Mrs. Lee are not 22 waiving their -- any rights to attorney-client privilege. 23 I'm not objecting to any question you've asked yet. But I 24 wanted Mr. Knauer to know that I believe it's his 25 responsibility to assert that privilege on behalf of former o o o ~'" 5 1 clients. 2 MR. LANZA: I just want to put on the record then 3 that I think it was clear from all parties -- all parties 4 agreed that Mr. Knauer had represented them -- 5 6 7 MR. FOREMAN: Yes. MR. LANZA: -- on this transaction. I think we agreed on that on Monday. And I think that the it was 8 also clear it was Mr. Knauer who had conducted the lease 9 negotiations with the landlord. I think all parties agreed 10 with that. 11 12 13 MR. FOREMAN: Yes. MR. LANZA: And directly without any direct contact between the landlord and the lease, I think it was clear 14 that Mr. Knauer was the only party who spoke with the 15 landlord in the lease negotiations, and I think due to the 16 testimony that was presented on Monday by the Lees that puts 17 the relationship between the Lees and Mr. Knauer directly at 18 So although there's no objection pending at this issue. 19 point, I just want that on the record as well. 20 21 MR. FOREMAN: Surely. And as I indicated, David, I have not -- David I guess is both of you. Indicated to both 22 of you, I have not objected to any questions yet. 23 24 MR. LANZA: Okay. MR. FOREMAN: But I wanted to just make sure that 25 Mr. Knauer was reminded of -- and I'm sure he's already o o o --'", 6 1 aware -- of attorney-client privilege and what that would 2 entail. It mayor may not come up in the deposition. 3 4 MR. LANZA: Okay. THE WITNESS: The question I would pose -- let me 5 just pull this section, Rules of Professional Conduct, Rule 6 1.6 Confidentiality of Information. Mr. Foreman, I would 7 just recite to you 1.6 B3 and perhaps, Mr. Foreman, would 8 9 elucidate a little bit more. It's my understanding that you are making a claim against me on behalf of your clients. Is 10 that correct? 11 MR. FOREMAN: Well, this is not the time or the 12 place for any matters other than the pending suit between 13 14 15 Windsor Park Shopping Center and Mr. and Mrs. Lee and And whatever else there is, I'm not sure. others. But I just wanted to remind you of attorney-client privilege. And 16 if it becomes an issue in this case, then I would expect, 17 Mr. Knauer, that you would assert the privilege on behalf of 18 your former clients and I am asserting on behalf of my 19 current clients. 20 21 22 THE WITNESS: Mr. Foreman, if I can refer to you Rule 1.6 Confidentiality of Information. I don't know if you have the Rules of Civil Procedure with you. Do you have 23 your Rules of Civil Procedure or Rules of Professional 24 Conduct with you? 25 MR. FOREMAN: No, I don't. ,. 0.",' , ,,' o o , . .<'~i 7 1 THE WITNESS: Then I'll read it out loud for your 2 benefit then. Rule 1.6 Confidentiality of Information, 3 subparagraph A, says a lawyer shall not reveal information 4 relating to representation of a client unless a client 5 consults after consultation; except for disclosure, they 6 imply or they authorize in order to carry out the 7 representation except as stated in paragraphs Band C. 8 Under B3, the subparagraph B3, the exception is to 9 establish a claim or defense on behalf of a lawyer and a 10 controversy between the lawyer and the client, to establish 11 a defense to a criminal or a civil claim of -- or a 12 disciplinary proceeding against a lawyer based upon conducts 13 on which a client was involved or to respond to allegations 14 in any proceeding concerning the lawyer's representations of 15 the client. The comments to Rule 1.6 also supports that 16 And if you can give me a couple minutes here. rule. 17 MR. FOREMAN: Obviously I'm not giving you any 18 legal advice with regard to what those rules mean. But it 19 does appear to me that the section you quoted deal with the 20 right of an attorney when the attorney is a party to an 21 action which involves a prior client into -- as a 22 malpractice matter or something of that nature, which is not 23 the current proceeding that we're involved. But just again, 24 I'm not suggesting that you have -- you do anything other 25 than uphold your clients' right to the attorney-client . o 12 0 13 14 15 16 17 18 19 20 21 o 8 1 privilege to the degree that it applies to this case and to 2 any matters which you have been asked. But I don't think 3 you've been asked any question that would infer that. 4 THE WITNESS: Do you have any authority for that 5 position, Mr. Foreman? 6 MR. FOREMAN: I've raised the question. And I 7 expect you'll resolve it yourself. 8 MR. LANZA: If this would help, even though this 9 proceeding we're dealing with right now is not a proceeding 10 between the Lees and their former attorney, I think it's 11 related to -- do these proceedings necessarily call into question the communications between Mr. Knauer and his former clients? And Mr. and Mrs. Lee put those statements at issue on Monday. And what I'm seeking to avoid having happen is to leave those statements made by the Lees unopposed due to the assertion of privilege after the Lees have put those various assertions and various statements at issue in this case. I guess we are talking a little bit in the abstract here because we haven't gotten into an actual objection to an actual question. And maybe it's best left to on a case 22 by case basis once we get into the questions. 23 MR. FOREMAN: I have no objection to that. But I 24 do want to -- actually just as a courtesy to Mr. Knauer to 25 alert him because I believe that initially and primarily Mr. 0 1 2 3 4 5 6 7 8 9 10 11 12 0 13 o . ~ 9 Knauer has the responsibility to assert the privilege. MR. LANZA: Okay. MR. FOREMAN: I believe that. MR. LANZA: I understand. MR. FOREMAN: But I don't want to get into an argument about it. I would just advise that to Mr. Knauer. And he'll ~- certainly he's a lawyer, and he knows what to do I hope. THE WITNESS: I think the best thing -- do you have a conference phone by any chance? It may be a good idea since this is being the first thing raised that we call the PBA and ask the ethics advisor on what she would recommend. MR. LANZA: Can we do this? Can we see -- can we 14 wait until a question comes up, that if there's an actual 15 16 17 objection? Because I think some of this MR. FOREMAN: Maybe there won't be such a question. MR. LANZA: There might be, but I think a good 18 portion of what I'm going to ask won't involve that, won't 19 involve a client-attorney privilege. Why don't we see how 20 far we can get before we get to that point. 21 BY MR. LANZA: 22 Q SO you've met with the Lees? 23 A Yes. 24 25 And you've spoken with them? Yes. Q A 0',.. ' . o o ......" 10 1 Q What language did they speak when you talked with 2 them? 3 A English. 4 Q Do you recall roughly when this was? 5 MR. FOREMAN: I guess I'm going to have to ask 6 under what -- under what circumstances you spoke to them. 7 I'm not sure whether this is attorney-client privilege or 8 not. 9 MR. LANZA: Well, before we get into that, I think 10 just the fact that the Lees speak English, after the little 11 demonstration we had here on Monday with the Lees bringing 12 an interpreter with them to represent to this court and a 13 lot of it represented to you, Mr. Foreman, that they don't 14 speak English and they are trying to avoid their contractual 15 responsibilities, the very fact that they speak English, 16 regardless of whether it's about -- whether they spoke about 17 legal matters or not, I think is relevant to these 18 proceedings now at this point. 19 THE WITNESS: Why don't we do that conference call 20 That might be the best idea. now, Dave. 21 Well, I don't think at this point MR. LANZA: 22 there's an objection yet. Is there an objection to the 23 question as to when -- the last question was, when did they 24 speak English to you approximately? And I don't think there 25 was an objection to that. . o o 0, '-: , O<L: 11 1 MR. FOREMAN: It depends on the answer. If it 2 dealt with attorney-client privilege information, then I 3 would -- I may have an objection. I don't know. If you saw 4 them on the street and they talked to you about the weather 5 or something, that certainly would not be privileged. 6 MR. LANZA: Well, I didn't ask yet what they said. 7 I just asked when it was. 8 THE WITNESS: I spoke with them before the 9 execution of the documents, what conditions they were 10 interested in because it was a negotiated lease. And I 11 spoke with them or with them after the execution of the 12 lease. We went up to their restaurant, the Sunny Garden, 13 for dinner with some friends. And Mrs. Lee was acting as a 14 maitre dl. 15 BY MR. LANZA: 16 Q This would have been about a year ago or a little 17 more than a year ago? 18 A No, no, no, this -- the legal portion of it was 19 done at the time the lease was negotiated. But the visit to 20 their restaurant was subsequent to that time period. 21 Q Okay. So you ate at their restaurant? 22 A Yes. 23 And you observed Mrs. Lee acting in the capacity as Q 24 a maitre d'? 25 A Yes. -." 0 1 2 3 4 5 6 7 8 9 10 11 12 0 13 14 o ~"';"" 12 Q And did she talk to you at that time? A Yes. Q Did she speak English to you at that time? A Yes. Q Was it more than just a word or two? A Yes. Q Can you recall what she said? A Just general exchange of pleasantries, you know, how is the restaurant doing, how are you doing, questions of that type of thing. Q Okay. When A Discussion of the quality of food and that type of thing. Q Did you have a chance to observe her Okay. 15 speaking to other customers? 16 17 18 A Yes. Was she speaking English to other customers? I assume she was speaking English to them because Q A 19 they were Caucasians. 20 Q Okay. When you met with the Lees regarding the 21 lease issues, did she speak English on those occasions to 22 you? 23 24 25 A Yes. MR. FOREMAN: This would be attorney-client matters. It appears to me that you're now talking about o o o ........",- 13 1 discussions that took place with regard to legal 2 representation. 3 MR. LANZA: Well, the only thing I've asked so far 4 is what language Mrs. Lee spoke when they spoke about the 5 legal matters. Yes, I'm asking about legal matters. But 6 the language in which she spoke I don't think is privileged. 7 8 9 MR. FOREMAN: I'm raising the question. MIL LANZA: Okay. We're on the record. THE WITNESS: Maybe, Mr. Foreman, should state what 10 language he has used to speak to the Lees because apparently 11 Bruce does not speak any Chinese dialogue. The question I 12 would ask is what language did you discuss 13 Mg. FOREMAN: And if I were being deposed, I guess 14 I would have to decide whether that's privileged or not. 15 16 All right. All right. Mg. LANZA: Let's do the conference call now. THE WITNESS: I 17 think we are getting into an area now where there's a 18 question on that. 19 Before we do that, why don't we talk Mg. LANZA: 20 about your discussions with Mr. Bernstein, with the 21 22 Can we do that? landlord. THE WITNESS: Why don't we do that conference call 23 and see if we can get the advisor on the -- the ethics 24 advisor on the line. 25 Okay. Why don't we go off the record. Mg. LANZA: 0 1 2 3 4 5 6 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 25 0 14 (Break taken at 11:29 a.m.) (Break over at 11:35 a.m.) MR. LANZA: We can go back on the record. THE WITNESS: I would note one thing -- perhaps it would help a little bit -- is when I went with my family and some friends to the Sunny Garden our representation had already ceased. So that was either late last year or sometime this year. BY MR. LANZA: Q Okay. Do you recall conducting negotiations with the lease agreement with the landlord? A Yes, I do. Q Do you recall speaking to Mr. Bernstein? A Yes. Q What did you discuss with Mr. Bernstein to the best of your recollection? A Terms of the lease, requested revisions. Q Do you recall what the revisions were? MR. FOREMAN: If I could just put on the record -- I will expect that this question will be answered. But I'm going to object to this line of questioning and continue the objection on the basis of relevancy and on the basis of the statute of frauds. question. I expect that you'll answer the MR. LANZA: All right. Well, before I have Mr. o o o .....,..,,< 15 1 Knauer answer it, just to address those questions, I think 2 it's relevant insofar as it shows the fact that the 3 defendants' attorney -- defendants had an attorney who 4 conducted negotiations on their behalf and actually and 5 those negotiations resulted in changes to the lease shows 6 that, in fact, this was not a one-sided document, that the 7 defendants were, in fact, represented and they were able to 8 obtain changes to the lease. I think that's relevant to the 9 question of whether the judgment should be opened. 10 And, secondly, as to the statute of frauds, we're 11 seeking to enforce a written document as it is written, as 12 it was signed, not prior versions of the document and not 13 14 we're not seeking to enforce oral representations. We're simply showing attempting to introduce evidence of the 15 prior versions or negotiations simply to show the fact that 16 it was negotiated -- it was a negotiated document. Now, 17 with that -- 18 MR. FOREMAN: Dave, if I could, I believe that we 19 have all agreed -- and if not, I will now indicate that we 20 have all agreed that Mr. and Mrs. Lee were represented by 21 Mr. Knauer at the time of this lease and that Mr. Knauer had 22 contact with the landl6rd, the plaintiff, in this case and 23 that there was a negotiation for the lease -- not for the 24 lease -- but the assignment agreement. 25 All right. MR. LANZA: o o o ~, 16 1 2 3 MR. FOREMAN: And that we have agreed as to what the final document was. uncontested and agreed. Those are things that are all And I don't know what is relevant 4 beyond saying that they were represented by an attorney 5 negotiating the lease agreement with the landlord -- or a 6 lease assignment with the landlord ending with this 7 particular document, which we both agree is the authentic 8 document or the copy of the authentic document. 9 BY MR. LANZA: 10 Q Okay. With all that in mind, can you recall the 11 question or do you need me to repeat it? 12 13 Why don't you repeat it, please. What were the revisions that you discussed with Mr. A Q 14 Bernstein to the lease assignment? 15 16 A The rental charge, the term and some other areas were involved. Particularly the landlord was willing to 17 conveyor leave all the property -- personal property that 18 the prior tenant had put in, which included I believe a 19 walk-in freezer -- there may have been an ice cream some other things that he could have the renewals too if I didn't mention that 20 machine and 21 withheld. Oh, 22 already. 23 Q So all 24 Mr. Bernstein? 25 these items were requests that you made to A Yes, and there may have been other ones, but those '" o o o ,",,'.. ~ ~1iMiw'. ' 17 1 were the three principal ones. 2 3 4 Q That you recall? Yes. A Q Okay. And you made these requests on behalf of and 5 with the authority of your clients? 6 MR. FOREMAN: This sounds to me like this is a 7 question that requires a breach of attorney-client 8 privilege. But again I'd indicate that I believe it is Mr. 9 Knauer who has to assert that privilege on behalf of his 10 former clients. 11 I believe -- and I could be wrong. MR. LANZA: But 12 I believe the privilege is up to the client to assert and 13 14 not the attorney. It's the client's privilege. Right, David. And I have already MR. FOREMAN: 15 said the clients through their current attorney are 16 asserting that privilege. 17 18 MR. LANZA: All right. MR. FOREMAN: Having advised that -- Mr. Knauer 19 that I believe it's his responsibility to assert the 20 privilege. 21 Mr. Foreman, if you would have THE WITNESS: 22 provided me with some guidance as to what is confidential 23 over what is not, it would be a tremendous help because I'm 24 going to push that back on you since you are here on behalf 25 of the Lees and you didn't place me on notice if there is a o 10 11 12 0 13 14 o , ""'-"^--- 18 1 claim against me coming. I think you've got to be the one 2 raising the issue of confidentiality on a question by 3 question basis. 4 5 Well, I've raised the issue. MR. FOREMAN: THE WITNESS: Okay. To that question. And until 6 we get some guidance on that issue, I would be concerned 7 with-- 8 9 MR. FOREMAN: I've raised the question on behalf of Mr. and Mrs. Lee. I obviously do not advise Mr. Knauer. MR. LANZA: Well, the plaintiff's position is I think it's improper for the defendants to assert privilege regarding negotiations that took place with a third party when those defendants have put the entire relationship at issue in this case. At this point, in lieu of further 15 guidance, I'm going to put another question on the record 16 then as well as a follow-up. 17 BY MR. LANZA: 18 Q When you made these requests of the landlord for 19 the rent concessions, the term concessions and the personal 20 property, you weren't doing that on your own. You didn't 21 take it upon yourself to decide this is what you personally 22 thought was appropriate without having consulted or received 23 24 authority from your clients. Is that correct? MR. FOREMAN: I'm not going to continue to raise 25 the same objection to the same question. o o o " 19 1 2 MR. LANZA: No, you raise that objection to each question. I think it would be appropriate. Not that you 3 have to repeat the theory behind each objection, but I think 4 if you're going to 5 MR. FOREMAN: With any question that requires a 6 disclosure or discussion about legal representation matters 7 between an attorney and a prior client falls within the 8 purview of the attorney-client privilege. And I believe 9 that question calls for that information. 10 THE WITNESS: I would, you know, request that you 11 go to the next question then. 12 BY MR. LANZA: 13 Okay. Was it made clear to you in your Q 14 negotiations with Mr. Bernstein that the landlord would not 15 accept a corporation as a tenant? 16 17 18 A Yes. Q Did you make that clear to the Lees? MR. FOREMAN: Again I believe that's a question 19 about the discussions between attorney-client. 20 MR. LANZA: So you're making an objection to that 21 question? 22 23 MR. FOREMAN: Yes -- I'm not making an objection to the question. I'm raising a privilege. The question is 24 inappropriate. 25 You're asserting privilege. I'm going MR. LANZA: I o o o ~"Ii!!I ,- 20 1 to point out right at this point in the record I think 2 that's important that it be made clear that, in fact, the 3 defendants on Monday asserted that they did not understand 4 that there would be personal liability and now, in fact, the 5 defendants are objecting and asserting the privilege to a 6 question directly on point to that issue. 7 MR. FOREMAN: Well, I would agree that the 8 defendants indicated that they did not understand that there 9 would be personal liability. I believe that the defendants, 10 however, did not -- did not delineate the discussions they 11 had with their attorney. 12 13 14 THE WITNESS: May I use your phone for a minute, Dave? MR. LANZA: I would make the point also I would 15 withdraw the question if you would withdraw your clients' 16 testimony given on Monday regarding their understanding of 17 their personal liability. I'm giving you that opportunity 18 as well. 19 Well, the testimony is what their MR. FOREMAN: 20 testimony was. 21 Well, if your intention is to use that MR. LANZA: 22 testimony in these proceedings, which my understanding is 23 that remains your intention now, I can not withdraw these 24 questions. 25 David, do you believe that Mr. or MR. FOREMAN: o 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 o ~,*,--- : 21 1 Mrs. Lee indicated that a discussion with their attorney was 2 the basis upon which they had a belief that there was no 3 personal liability or didn't understand personal liability? 4 MR. LANZA: Well, I don't have the transcript. 5 There's no transcript printed yet from that. 6 7 MR. FOREMAN: Is that your recollection? MR. LANZA: My recollection is no, they did not 8 indicate we said this to our attorney or our attorney said 9 this to us. But by implication whereby their admission that their attorney conducted negotiations, Mr. Knauer has conducted negotiations and, secondly, that they did not understand a crucial element of this lease and the assignment, I think by implication that calls into question the discussions they had with their attorney. If they had -- it would be different if they had conducted the negotiations themselves or any part thereof. But since that didn't happen, that they acknowledge everything went through Mr. Knauer and, secondly, they didn't understand point A or point B, that necessarily falls into question what was passed along by Mr. Knauer to the defendants because certainly Mr. Bernstein didn't speak to the Lees and he's not in a position to say what was told to the Lees. I think the Lees are attempting to have it both 25 ways here and attempting to take advantage of the situation 0'...".' , o o ~ . li...ilg., 22 1 by asserting -- I think it's pretty clear so far that not 2 only were they falsely asserting they couldn't understand 3 English -- I think that's established. And I think the 4 other understanding regarding the claim, regarding their 5 understanding of personal liability is false also. And the 6 only thing that's keeping that from getting into the record 7 at this point is the -- what I consider an improper 8 assertion of attorney-client privilege. 9 And I think it's a question of credibility as well. 10 I'm making a legal argument here to the merits obviously. 11 But it's going to be a question of credibility. I think 12 even the assertion of privilege at this point is going to 13 impact their credibility and the issue of their 14 understanding and then knowingly entering into the agreement 15 that comes up for decision. 16 I understand your position. MR. FOREMAN: Our 17 position is that there is attorney-client privilege every 18 time a client is represented by an attorney in an 19 appropriate situation and that Mr. and Mrs. Lee are 20 asserting that privilege to the degree that any questions in 21 this deposition or outside this deposition that are asked of 22 their prior attorney, Mr. Knauer, about information would be 23 privileged. 24 And my understanding of attorney-client privilege 25 is any discussions between an attorney and a client and that o o o - 23 1 the attorney must assert that privilege if not waived by the 2 client forever. Certainly it would affect -- certainly if 3 an attorney were able to disclose every discussion they had 4 had about a subject with their client, it would often help 5 resolve whether or not -- what understandings the client 6 7 8 had, what was decided. In fact, I think it would often resolve all the issues in many cases. But the attorney-client privilege prohibits that. And I think in 9 this particular case this is a privilege of the Lees. 10 11 12 13 All right. MR. LANZA: I'm not challenging the basic rule. I just want to make the point for the record that there are exceptions to that rule. And I think we have two very good exceptions, very clear exceptions here 14 especially where the defendants have essentially attempted 15 to blame their former attorney for their names appearing on 16 that lease and in that capacity. I think it's very clear 17 that that privilege is waived. 18 Maybe this will help. THE WITNESS: Do you have 19 Westlaw available? 20 21 22 MR. LANZA: No, all we have is Lexis. THE WITNESS: I'll give you the name of the case. That might answer Mr. Foreman's questions. It's a case from 23 1999 and a denial of petition for allocatur by the Supreme 24 25 If you could bring that case up, that might be a big The name of the case is Birth Center. Court. help. 0 1 2 3 4 5 6 7 8 o 16 17 18 19 20 21 22 23 24 25 0 , ..... 24 MR. LANZA: Was this the case where the privilege was held not to apply? THE WITNESS: No, it described -- it set the parameters for the attorney-client privilege. And I think would be worthwhile taking a look at, and that might take care of a lot of answers. MR. LANZA: All right. Well, why don't we get through the rest of my questions. And we'll see if we can 9 do that and see if that will help resolve things. 10 BY MR. LANZA: 11 Did you send letters to the Lees? Q I'm not asking 12 what the contents were. I'm not asking you to produce them. 13 I'm just asking if you sent them. 14 MR. FOREMAN: Again I would -- this may be 15 privileged. I don't know. MR. LANZA: I don't think the privilege applies to the fact of the communication. I think it only applies to the contents. THE WITNESS: The answer to the question is yes. BY MR. LANZA: Q Okay. Were the letters written in English? A Yes. Q Do the Lees speak any other language besides English? A I know they speak Mandarin Chinese. 0 1 2 3 4 5 6 7 8 9 10 11 12 0 13 14 o "'-~'"- 25 Q Do you speak Mandarin? A No, I do not. Q Does your wife speak Mandarin? A Yes, she does. Q Did your wife ever speak to the Lees? A Yes. MR. FOREMAN: Again that question if it was during representation would be privileged in my opinion. BY MR. LANZA: Q I'm going to show you what was labeled as Exhibits A and B in the deposition of Mr. Bernstein or copies of. I just want to ask you if you recognize those. MR. FOREMAN: If you just want to say what they are, I'll stipulate to what they are. 15 THE WITNESS: Without reading them all, you've 16 given me 17 MR. LANZA: Just for the record what the witness is 18 looking at is a copy of Exhibit 1, which is a lease dated 19 1997. 20 THE WITNESS: Yes, I have not read through this 21 lease to see if it's the same lease that I had in my file. 22 But the first page is dated April 21, 1997 and has 16 pages 23 plus an exhibit showing a space where Sunny Garden would be 24 or at that time Meiking, M-e-i-k-i-n-g. 25 BY MR. LANZA: . - ~, 26 o 1 2 Q That was the name of the prior restaurant? A Yes. And it was signed by -- on page 14 by an 3 Arthur H. Adler and Mr. Chun, C-h-u-n, separate word, Lam, 4 L-a-m, separate word, C-h-a-n-g. Then this seems to be 5 missing a signature page that I have on my -- or maybe I'm 6 on the wrong page. Let me check. Yes, there is a signature 7 line for Windsor Park Shopping Centers, partnership, and 8 9 typed in Arthur H. Adler. And I can't make out the handwriting for the witness. And also as I spelled Mr. Chun 10 Lam Ch~ng's name, that's also typed and both beneath his -- II beneath his signature on that page. 12 Q And so Exhibit 1 appears to be a copy of a document 0 13 that you have in your file? 14 A Yes, it is. 15 Q Okay. 16 A And then I also have a document captioned -- this 17 would be Exhibit B from Mr. Bernstein's deposition? 18 19 Q Yes, B 0 r two. I forget which. A It's a lease assignment agreement, Windsor Park 20 Shopping Centers, LLP and Chun Lam Chang and H-u-n-g, 21 separate word, Y-u-n d/b/a Sunny Garden Restaurant. And the 22 copy that I have is different than the exhibit because 23 there's handwriting on the list of dates and time of dates 24 and years in paragraph four. And they are not on my copy. 25 And the signature line on that is Windsor Park Shopping o o o o ~, 27 1 Centers, LLP. Again there's an Arthur H. Adler typed and a 2 signature that I can't read, and there's the same with the 3 4 witness. Then there's a line again of Chun Lam Chang, and then witnessed by my former secretary, Wendy Miller. And 5 under there, there is Hung Yun d/b/a Sunny Garden 6 7 Restaurant. Wendy Miller witnessed it. And under the typing, there's Don San Lee. And again the line beneath 8 that is Li Fen Lee, L-i, separate word, F-e-n, separate 9 10 word, L-e-e. Again witnessed by Wendy Miller. Q So the document you have in your file -- and you 11 appear to have an original -- is the same as Exhibit B from 12 the deposition of Mr. Bernstein? 13 14 15 16 17 18 19 A No, it isn't. Q Is there a difference? A Yes, there is. What is the difference you see? To the right margin, there are markings and notes. The handwritten numbers and dates? Q A Q A The handwritten numbers and dates are not on mine. 20 However, those probably would have been from the landlord 21 because I have the same thing marked off with parentheses 22 for better lack of a term. Otherwise, except for the 23 date -- no, the date is the same. 24 Q Except for the handwritten notations near paragraph 25 four, that is the same document? o o c 11 ~., 28 1 2 Yes, it is. A Okay. And to the best of your recollection, were Q 3 these two exhibits provided to the Lees at the time of the 4 transaction? 5 6 7 8 A Yes. Okay. How were they provided? Q A Personal delivery, were given a copy. MR. LANZA: All right. I think the only question 9 that it leaves open at this point is the question of whether 10 the witness made it clear to the Lees that the landlord would not accept a corporation as a tenant. And as I 12 understand it, that question is open because of a privilege 13 assertion made by Mr. Foreman. Otherwise, the witness is 14 willing to answer. 15 16 MR. FOREMAN: To make it clear, I have raised the question of attorney-client privilege. And the witness has 17 got to make a determination as to whether or not the witness 18 believes such a privilege prohibits him from answering that 19 question. I certainly asserted it . 20 THE WITNESS: May we have that case now? 21 MR. LANZA: I can do that. I would just point out 22 also for the record that there's also a fraud exception to 23 the attorney-client privilege, which is clear if a client is 24 perpet~ating a fraud and I believe including a fraud upon 25 the court, that the attorney is not required to remain o 5 6 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 25 0 '.-" .......~ 29 1 silent. And I have seen clear authority on that point as 2 well. Why don't we go off the record. 3 (Break taken at 12:00 p.m.) 4 (Break over at 12:14 p.m.) MR. LANZA: I want to give you an opportunity to put that on the record. I just want to put another question on the record. BY MR. LANZA: Q Is it your normal practice when you have lease documents like the ones we've reviewed to explain those lease documents to your clients? A Yes, it is. MR. FOREMAN: MR. LANZA: THE WITNESS: Foreman's question or is that I recite -- MR. FOREMAN: Objection as to relevancy. Okay. What I would note in response to Mr. objection on attorney-client privilege I didn't object to the question of attorney-client privilege. I raised a privilege. MR. KNAUER: You raised a privilege. And what I will recite to you -- and this is one of the -- this is one basis of my understanding of the law -- would be the case of Birth, B-i-r-t-h, Center versus St. Paul Companies, Inc., 727 Atlantic Second 1144 at headnote 36 and subsequent. And that starts on page 1165. And the case had been argued on o 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 25 0 ~~ 30 1 2 January 28th, 1998. The Superior Court decision was filed on March 9, 1999. The argument was denied May 3, 1999. And 3 I believe the Supreme Court denied allocatur sometime in 4 early -- in early 2000. 5 I would think that the other point that I would 6 raise and I don't think there is any privilege on this 7 is Mr. Foreman had contacted me with respect to my 8 representation of Mr. and Mrs. Lee and asked questions about 9 what I had done. And we both confirmed, although they are different, our understanding of the facts in the case. So that as between Mr. Foreman and myself, he had assumed representation of the Lees and I answered his questions to the best of my ability in my letter of March 15, 2000. And if -- Bruce already has a copy. I don't know if Mr. Lanza I think Mr. Lanza does not have a copy of it. I think it would be good for you to read it. the question with respect to language. Then I'll answer MR. LANZA: Okay. MR. FOREMAN: Mr. Knauer -- let the record show that he's a handing a letter to Mr. Lanza. Mr. Lanza is reading I believe a letter that includes a great deal of confidential and privileged information, which is, of course, we believe giving this letter is a breach of confidentiality. THE WITNESS: I don't think it is a breach of 0 1 2 3 4 5 6 7 8 o 0...., . ~~ 31 confidentiality, Mr. Foreman, because you had initiated a telephone contact. You had initiated things in writing. I responded to you. So there's no attorney-client privilege involved when you asked me questions and when I answered them. I don't believe that you can then run around and say there's a confidentiality question once you've waived it. MR. FOREMAN: If we waived it, we could not then assert confidentiality in the same proceedings. However, 9 the fact that a client communicates to you through another 10 attorney and that you discussed matters which are privileged 11 between the client or between the client and attorney would 12 not in my opinion be a waiver for a third party, Mr. Lanza 13 obviously not being a representative of your client. 14 THE WITNESS: And as far as with respect to the 15 confidentiality rule on the Rules of Professional Conduct, I 16 have a letter dated March 10, 2000 from Mr. Foreman placing 17 me on notice that he wanted me to review my malpractice 18 insurance because his client was going to bring an action 19 against us and that would I indemnify them for Mr. Foreman's 20 legal fees. And there's Mr. Foreman's letter. 21 MR. LANZA: Thank you. 22 MR. FOREMAN: Again that letter may include 23 privileged information at this point that confidentiality 24 has been breached. 25 Are you saying that the letter that THE WITNESS: o o o -- 32 1 you prepared, that you revealed to me when you're telling me 2 about a malpractice -- charging me with malpractice is not 3 admissible under Rule 1.6 of Rules of Professional Conduct? 4 5 That's irrelevant to this proceeding. MR. FOREMAN: THE WITNESS: No, I don't believe it is. I don't 6 believe it is, Bruce. 7 MR. LANZA: Even though -- for whatever my opinion 8 is worth, I think -- even though it's not the same 9 proceeding, I think the outcome of this proceeding will 10 have -- and certainly a direct impact on any of the other 11 12 13 14 15 16 17 proceedings involving the Lees and Mr. Knauer. So I think that is relevant. All right. Well, I would like to enter into the record as Exhibit 1 this letter, the letter of March 15th. And I'll have this marked. MR. FOREMAN: I have made my objections. Okay. And those are all the questions MR. LANZA: I have. I would note for the record that we did attempt to 18 contact the PEA hotline and failing to hear from them and 19 failing to make -- failing to be able to make other 20 resolutions based upon discussions of the law. The record 21 stands as it is. 22 MR. FOREMAN: I have a few questions I'd like to 23 ask Mr. Knauer. 24 25 Just give me a second. THE WITNESS: (Letter dated March 15, 2000, three pages, produced 0 1 2 3 4 5 6 7 8 9 10 o o 10 33 and marked Deposition Exhibit No.1.) CROSS EXAMINATION BY MR. FOREMAN: Q It's not your normal practice to advise all of your clients of legal matters in more than one language. A Pardon? Is it? Q It is not your normal practice to advise all of your clients of legal matters in more than one language. Is it? A If they don't speak English and they speak Chinese 11 dialect that I speak or my wife speaks, I will have her 12 13 translate it. So the greatest proportion of my clients are native speaking of English. So it doesn't corne up in that 14 situation. 15 Q In the letter which you gave to Mr. Lanza, which he 16 has entered into the record, indicates that you felt that 17 Mr. and Mrs. Lee should have their -- have legal matters or 18 documents they were going to sign explained to them in 19 20 21 Chinese. Is that correct? Yes, if they had any questions, I explained them in If they had any questions understanding, I had my A English. 22 wife act as a translator and she translated it into their 23 dialect, so that there was an English presentation and there 24 was a Chinese presentation. 25 Well, the reason you would do that is because you Q o o o - """""<., 34 1 felt that they needed to have an explanation in Chinese. Is 2 that correct? 3 4 5 6 A Q No, because Mrs. Lee spoke English. Mrs. Lee spoke English? Mrs. Lee spoke English, and her husband spoke some She tended to do the talking for him, but he also A English. 7 spoke and understood some English. 8 9 10 11 Q You charged Mr. and Mrs. Lee for your legal services. Did you not? That is correct. A Q Okay. And did you render a bill for them 12 contemporaneously with the signature on the document? 13 14 A Yes. Q Okay. Did that bill include a charge, a delineated 15 charge for incorporating? 16 A Yes. 17 Q That was to file the corporation. Is that correct? 18 A That was to file corporation, yes. 19 Q Did Mr. and Mrs. Lee pay that bill to you? 20 A Yes, they did. 21 Q Did they pay it contemporaneously with signing the 22 lease assignment? 23 24 A Yes. Had you incorporated Mr. and Mrs. Lee at the time Q 25 that they paid you? o o o 35 1 2 A No, I did not. Q So you were -- at the time that you charged them 3 and that they paid you for the incorporation, the 4 incorporation had not yet been formed? 5 6 7 8 A That's correct. And perhaps I can give you a point to help you clarify the situation. The negotiations for the lease were made for their individual capacities. I had wanted just one of them to be on the lease. But they 9 insisted that both names appear on the lease. 10 MR. FOREMAN: Mr. Knauer, before you do, just let 11 me indicate that you are again giving information which 12 appears to be privileged. 13 I have to be able to answer. THE WITNESS: This is 14 in direct response to your question. 15 No, this is not. MR. FOREMAN: I asked you whether 16 or not they were incorporated at the time that you -- that 17 the lease was signed. And you're giving me information 18 about something else and not responsive to my question. 19 20 21 22 THE WITNESS: No, not at all. It is very responsive, Mr. Foreman. You're asking me about what we did for them. Well, what I'm telling you MR. FOREMAN: I didn't ask what you did for them. 23 I'm asking whether you had incorporated them at that time. 24 You asked a question. I'm trying to THE WITNESS: 25 give you a full and complete answer. o o o - 36 1 MR. LANZA: The question regarding whether there 2 was a corporation, I think it was asked for the purpose of 3 drawing a. conclusion, that, therefore, the defendants must 4 have properly understood that the corporation was the liable 5 6 7 And I think this opens up the door -- to the extent party. that it's not already been opened to the very testimony which Mr. Knauer is presenting. And even if he does not 8 answer this question right now, I'm going to ask it on 9 redirect for this very same information. 10 MR. FOREMAN: I would say on the record that I 11 believe Mr. Knauer has now so compromised the 12 confidentiality himself by giving out numerous written 13 14 documents, which I believe contain -- THE WITNESS: Are you claiming it's a privilege 15 between you and I, Bruce? 16 17 MR. FOREMAN: THE WITNESS: No, there's no privilege between us. All right. So you send me a letter. 18 You call me and tell me to get my malpractice carrier in 19 line and then ask me would I indemnify Mr. and Mrs. Lee. I 20 confirm our conversations from my understanding of it in a 21 letter to you so that you would have available the facts 22 that were actually involved. And now you claim that there's 23 an attorney-client privilege when you ask for an explanation 24 25 And I'm just trying to give you the state the from me. information that was -- your question led to. Do you want o o o _. ,...,., 37 1 2 3 me to give it now or do you want Mr. Lanza to ask the question? It doesn't make any difference. MR. LANZA: I think it's proper for you to continue 4 with what you were saying. 5 THE WITNESS: Okay. The lease between the clients 6 and Mr. Lanza's clients was done in a normal way leases are 7 8 done for restaurants and especially for start-ups. The landlord required individual execution of the lease by 9 the individuals because from my practice and understanding 10 the landlords do not take a start-up corporation because 11 there are no assets to back it. 12 13 14 15 16 The lease between the landlord and the assignor, Mr. Chang, was in his individual capacity. He signed it. They followed through with the very same thing with me in the negotiations. And I cautioned the Lees that only one of them should have signed the lease, not both of them. They 17 went ahead, and they did that. 18 19 20 The corporation had no relationship whatsoever to the landlord. third parties. The corporation was set up as related to And what I mean by that is specifically if a 21 claim would come in against Mr. and Mrs. Lee it would 22 23 24 come -- it would not be individual. It would be to the corporation. And that dealt with third parties, suppliers, liability claims, whatever. But they are two separate 25 documents and procedures done for two specific and separate c 9 10 11 12 0 13 14 15 o 38 1 reasons because there's no way a landlord I've ever heard of 2 would lease to a start-up corporation. 3 4 And that's been my experience since I've gotten out of law school. And we both were in the same class, Bruce. 5 And r'm sure you do a decent amount of restaurant work too 6 where you deal with landlords. And as I said, I I ve never 7 seen a landlord that would just take a corporation. S BY MR. FOREMAN: Q So am I correct, Mr. Knauer, that you charged Mr. and Mrs. Lee for an incorporation and received payment for the incorporation from them contemporaneously with the signing of the assignment but had not done the incorporation work at that point? A That is correct. That was to be done. Q What did you do with the portion of the fee or cost 16 that Mr. and Mrs. Lee paid you but -- that was for the 17 incorporation work which had not yet commenced? 1 S 19 20 21 Objection. MR. LANZA: Relevance. THE WITNESS: If it's going to be used for trial, you have to have a ruling. Right? MR. LANZA: Well, that -- I mean obviously in this 22 type of proceeding we can't -- this is just for submission 23 of the depositions to the judge. So we're not going to be 24 able to get a ruling before the -- before the transcripts 25 are submitted. I put my objection on the record to o 2 3 4 5 6 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 o 39 1 relevance. I'll leave it up to you as to whether you feel that's appropriate. THE WITNESS: Would you repeat the question, Mr. Foreman? BY MR. FOREMAN: Q You indicated that you charged Mr. and Mrs. Lee for an incorporation? A Um-hum. Q For the cost and the fees for the incorporation. Is that correct? A Yes. Q And that the -- of the charges rendered and the cost and fees were paid contemporaneous with the signing of the assignment of the lease, but the work not yet performed. I asked you, what did you do with the money that represented the future legal work and cost of the incorporation at the time you were paid when the lease assignment was signed? A That was an advance fee. The way we do corporations often is to bill it up front and then after the time of the work would be done later. And this was done quickly at the request of Mr. and Mrs. Lee because they 22 wanted to get into the restaurant right away. So we had 23 that as an up front document that we bill for and take as a 24 fee plus cost so that we completed the work subsequent to 25 that time. 0 1 2 3 4 5 6 7 8 9 10 11 12 o o 40 Q So is your answer that you took the money for the cost and fees and put it with your earned fees? A Yes, that's correct. MR. LANZA: BY MR. FOREMAN: Same objection. Q You said you promptly or quickly incorporated. Could you tell me what the date of incorporation is? A I didn't say promptly. I said we incorporated it. 13 14 Q When did you do the incorporation for this work that you received the money for simultaneously with this lease assignment? A The corporation was done -- the incorporation was done on August 3, 1999. Q It I S correct, is it not, that the lease assignment 15 is dated April 29, 1999? 16 17 That's correct. A Q Is it correct that you took the cost -- for 18 example, cost for advertising and filing fees, put it with 19 your own money and held it from April 29th until August? 20 21 No, that was a flat fee. A Same objection. What Mr. Knauer did MR. LANZA: 22 with the money has no relevance to the relationship between 23 the landlord and the tenant. 24 BY MR. FOREMAN: 25 Mr. Knauer, isn't it correct that I've already Q o o o iL_ 41 1 discussed with you the fact that I believe it's unethical to 2 take fees and costs that are to be paid later on behalf of 3 the client and commingle with your own funds? Did we have 4 that discussion? 5 6 7 A You used that discussion to threaten me. And I told you then that we billed it up front. We paid it, did the work. And we took the fee. And I understood your 8 purpose for that was to threaten me that if I did not -- I 9 did not pay you or indemnify the Lees by paying your bill 10 tnat you would deal with it as a disciplinary matter. And 11 that's the context of the conversation we had. 12 13 14 15 Q Mr. Knauer, do you remember me asking you if you h~d malpractice insurance? A Q Yes. Do you remember telling me you had no malpractice 16 insurance? 17 18 MR. LANZA: Same objection to the relevance. MR. FOREMAN: We'll do the relevance in one second. 19 BY MR. FOREMAN: 20 Mr. Knauer, do you remember telling me that no Q 21 judgments could be collected because you had no 22 MR. LANZA: All right. I'm going to -- if this is 23 the tenor that this is going to take, I'm going to cut off 24 the record. 25 MR. FOREMAN: I'll just ask one more question. o o o , ,; _-wi 42 1 BY MR. FOREMAN: 2 Q Mr. Knauer, do you remember telling me that if we 3 didn't drop this case you would fuck my clients? 4 MR. LANZA: All right. All right. 5 THE WITNESS: No, absolutely not. Mr. Foreman, I 6 do not use gutter language like you do. I did not say that 7 at all. 8 MR. FOREMAN: I raise this relevancy for a matter 9 of credibility. 10 THE WITNESS: No, no, it's going right now 11 beyond -- that's not the vocabulary I use. I do not curse 12 at people. That is your approach and that may be the way 13 you would answer questions. But I do not do that. And what 14 you tried to do is threaten me with the stuff I didn't pay 15 up and you'd make disciplinary complaints. And I believe 16 that is prohibited as well as you did not put the you did 17 not put the true tenor of our conversation in place. And 18 what you have done was to threaten me with disciplinary 19 work. 20 I had also asked you the question, why under the 21 sun did the Lees not inform me that they were having a 22 problem making the money and getting the money. And I asked 23 you why they didn't let the landlord know earlier to 24 mitigate their damages, and you had no answer. The other 25 thing that I noted is that apparently your involvement came o o o 10 11 12 13 "'-;, 43 1 about not through the Lees directly but through Mr. John 2 Harbilis, who was calling me and asking me the very same 3 4 5 type of questions you're asking. practicing law without a license. And I only told him you're The next thing I know is I get you in calling. So it appears that Mr. Harbilis may 6 have been involved not only trying to negotiate as a lawyer 7 with Mr. Lanza but also to practice law. And I so notified 8 you of that. 9 BY MR. FOREMAN: Q So is your answer to that question no? Yeah, the answer to that question is no, I did not A use gutter language. I think that is below the level of professionalism. I don't use that language myself. And you 14 did not use that language in a conversation with me when we 15 spoke. Did you? 16 Q No, I certainly didn't us that language. 17 A And I didn't use that language with you. Did I? 18 Q It's not my deposition. But, yes, you did. 19 A No, I did not, Bruce. You're lying. 20 MR. FOREMAN: No further questions. 21 THE WITNESS: Let me just go through this one more 22 minute. I might as well rna ke part of the record again your 23 24 25 letter dated March 21, 2000. That is your -- is that your Is it your letter? firm? Is that your letter? MR. FOREMAN: I'm not sure what you're asking me. ~;, 44 0 . 1 THE WITNESS: 2 from you? 3 MR. FOREMAN: 4 deposed. 5 THE WITNESS: 6 MR. FOREMAN: 7 THE WITNESS: 8 is that correct. 9 MR. FOREMAN: 10 me. 11 THE WITNESS: Is this letter dated March 21, 2000 11m sure you realize 11m not being I'm aware of that. You've given the letter to Mr. Lanza. And I'm handing it to you to ask you Yeah, you received that letter from That's what I asked. That's all I 12 asked is whether you had -- 0 13 14 15 16 17 18 MR. FOREMAN: asking me. THE WITNESS: asking. MR. FOREMAN: 19 BY MR. LANZA: 20 11m not sure what question you're I'm not sure what question you're I have no further questions. REDIRECT EXAMINATION Q I think Mr. Foreman has stopped asking questions. 21 I have one question to clarify the discussion earlier 22 regarding the as I understand it, the dual presentation 23 by Mr. Knauer to the Lees in both English and in Chinese. 24 There was a question regarding the letter of March 15th, o 25 2000. And I just wanted to clarify for the record, at the 0". . .. o c ~ ilIIIiIllm, 45 1 end of the full first paragraph on page two, the sentence 2 says in order to be certain that they understood that 3 information, I had my wife translate that information to 4 them in Chinese. I just want to verify that's what it says. 5 A Yes, yes, it does say that on the first paragraph 6 of page two. 7 Q So the purpose of having it translated by your wife 8 was for the sake of being certain? 9 A Yes. 10 Q Okay. 11 And the other thing -- I noticed you missed one A 12 other point in that letter of March 15th, 2000, the third 13 paragraph, after our first telephone conversation, I 14 reviewed my file and placed a call to you. This is Mr. 15 Foreman. I informed you then that the original lease 16 between the landlord and the assignor was between the 17 assignor individually and the landlord, that the landlord 18 had prepared the lease assignment document, and that prior 19 to the execution of the lease assignment I had explained to 20 Mr. and Mrs. Lee in both Chinese and English that when they 21 signed the lease assignment they were doing so in their 22 individual capacities and not as a corporation. They were 23 made fully aware that when they signed the lease assignment 24 they were placing their personal assets at risk. 25 MR. LANZA: Okay. Those are all the questions I o o c. ~~~ 46 1 have. 2 3 BY MR. FOREMAN: RECROSS EXAMINATION 4 Q The last document that you handed over to Mr. 5 Lanza, the March 21 letter, from my office to you, Mr. 6 Knauer, again raises a question of ethical and malpractice 7 claims against you with regard to your representation of Mr. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 and Mrs. Lee. Is that right? A That is correct. MR. LANZA: That's all we have. (Whereupon, the deposition concluded at 12:41 p.m.) o 3 4 5 6 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 --, 47 1 COUNTY OF DAUPHIN SS 2 COMMONWEALTH OF PENNSYLVANIA I, Diane Wendt, a Notary Public, authorized to administer oaths within and for the Commonwealth of Pennsylvania, do hereby certify that the foregoing is the testimony of David W. Knauer. I further certify that before the taking of said deposition, the witness was duly sworn; that the questions and answers were taken down stenographically by the said Reporter-Notary Public, and afterwards reduced to typewriting under the direction of the said Reporter. I further certify that the said deposition was taken at the time and place specified in the caption sheet hereof. I further certify that I am not a relative or employee or attorney or counsel to any of the parties, or a relative or employee of such attorney or counsel, or financially interested directly or indirectly in this action. I further certify that the said deposition constitutes a true record of the testimony given by the said witness~ IN WITNESS WHEREOF, I have hereunto set my hand o 14tHay.of June, 2000. ~-~------------_._- Diane Wendt, Reporter Notary Public o 01 o ~ '" Multi-PageThl 1 - Bernstein's DAVID W. KNAUER alert [I] 8:25 attempted [I] 23:14 -1- -7- allegations [I J 7:13 attempting [3J 15:14 1 [SJ 2:10 25:18 727[IJ 29:24 allocatur [2J 23:23 21:24 21:25 26:12 32:13 33:1 30:3 attorney [28] 3:25 1.6[6] 6:6 6:7 -9- along [II 21:20 4:1 7:20 7:20 6:21 7:2 7:15 amount [II 38:5 8:10 15:3 15:3 32:3 9[11 30:2 16:4 17:13 ]7:15 answer [151 11:1 19:7 20:11 21:1 10[1] 31:]6 14:23 15:1 23:22 21:8 21:8 21:10 1144[1] 29:24 -A- 24:19 28:14 30:16 21:14 22:18 22:22 1165[1] 29:25 a.m[3] 1:16 14:1 35:13 35:25 36:8 22:25 23:1 23:3 11:13[11 14:2 40:1 42:13 42:24 23:15 28:25 31:10 1:16 43:10 43:11 31:11 47:16 47:]7 11:29[1] 14:1 ability [II 30:13 answered [31 14:20 attorney-client [22] 4:19 11:35[1] 14:2 able [5] ]5:7 23:3 30:]2 31:4 4:22 6:] 6:15 12:00[1] 29:3 32:]9 35:13 38:24 answering [IJ 28:]8 7:25 10:7 11:2 12:14[1] 29:4 absolutely [I] 42:5 answers [21 24:6 12:24 17:7 19:8 12:41 [I] 46:11 abstract [IJ 8:19 47:9 19:19 22:8 22:]7 14[2] 26:2 accept [2J ]9:15 28:11 appear[31 7:19 27:11 22:24 23:8 24:4 1:]6 28:]6 28:23 29:16 14th[IJ 47:24 acknowledge [IJ 21:17 35:9 29:]9 31:3 36:23 15[2] 30:13 32:25 act [11 33:22 APPEARANCES [II August [2] 40:13 40:19 acting [2] 11:13 11:23 1:20 15th[3J 32:14 44:24 authentic [2] 16:7 45:12 action [4J ]:6 7:2] appearing [IJ 23:15 16:8 16[11 25:22 31:18 47:19 applies [3J 8:1 24:16 authority [4] 8:4 actual [31 24:]7 17055 [I] 3:23 8:20 8:21 ]7:5 ]8:23 29:] 1975[1] 9:14 apply [IJ 24:2 authorize [1] 7:6 4:2 1997 [2] address [3]3:21 3:22 approach [1] 42:]2 authorized [1 J 47:3 25:]9 25:22 ]5:1 appropriate [41 18:22 1998[IJ 30:1 Adler [3J 26:3 26:8 19:2 22:]9 39:2 available [2J 23:]9 36:21 1999 [SJ 23:23 30:2 27:1 April [3] 25:22 40:15 avoid [2] 30:2 40:13 40:]5 administer[l] 47:4 40:]9 8:14 10:14 admissible [I] 32:3 area [I] 13:17 aware [3] 6:1 44:5 -2- admission [II 45:23 21:9 areas [21 4:3 16:15 away [1] 39:22 2000 [101 1:]6 30:4 advance [1] 39:18 argued [II 29:25 30:13 3]:16 32:25 advantage [1] 2]:25 argument [31 9:6 -B- 43:23 44:1 44:25 advertising [11 40:18 22:10 30:2 45:12 47:24 advice [1] 7:]8 Arthur [3] 26:3 26:8 B[6] 7:7 21:]9 21 [4J 25:22 43:23 27:1 25:11 26:17 26:]8 44:1 46:5 advise [4J 9:6 ]8:9 27:11 28th [1] 33:4 33:7 assert [0] 4:25 6:17 B-i-r-t-h [IJ 30:] advised [11 9:] ]7:9 ]7:12 29:23 29[11 40:]5 ]7:]8 17:19 ]8:11 23:1 B3[3J 6:7 7:8 29th [1] 40:]9 advisor [31 9:]2 13:23 3]:8 7:8 13:24 asserted [2] 20:3 based [2] 7:12 32:20 -3- affect [11 23:2 28:19 basic [II 23:11 affirm [1] 3:]4 asserting [7) 6:18 basis [6J 8:22 ]4:22 3[31 2:4 30:2 affirmed [11 3:12 ]7:16 ]9:25 20:5 14:22 18:3 2]:2 40:13 afterwards [IJ 47:]0 22:1 22:2 22:20 29:22 3/15/00 [IJ 2:10 again [13] 7:23 ]7:8 assertion [4] 8:16 becomes [1] 6:]6 301 [II ]:18 19:]8 24:14 25:7 22:8 22:12 28:13 behalf [11] 4:25 6:9 32[11 2:10 27:] 27:3 27:7 assertions [II 8:17 6:17 6:18 7:9 33[11 2:5 27:9 31:22 35:11 assets [2] 37:11 45:24 15:4 17:4 17:9 36[11 29:24 43:22 46:6 assignment [ISJ 15:24 17:24 18:8 41:2 against [61 6:9 7:12 16:6 16:14 21:13 behind[l] 19:3 -4- 18:1 31:19 37:21 26:19 34:22 38:12 belief [1] 21:2 46:7 39:14 39:17 40:11 believes [IJ 28:18 411-A[I] 3:22 ago [2] 11:16 11:17 40:14 45:18 45:19 below [11 44[IJ 2:4 agree [2J 16:7 20:7 45:21 45:23 43:12 46[1]. agreed [71 5:4 5:7 assignor [31 37:12 beneath [3] 26:10 2:5 5:9 15:19 15:20 45:16 45:17 26:11 27:7 -6- 16:1 16:3 assume[IJ 12:18 benefit [I] 7:2 agreement [5] 14:11 assumed [II 30:11 Bernstein [OJ 13:20 634-CIVIL-2000 [IJ 15:24 16:5 22:14 ate [I] 11:21 14:13 14:15 16:14 1:5 16:24 19:14 21:21 26:19 Atlantic [II 29:24 25:11 27:12 ahead [II 37:17 attempt [1132:17 Bernstein's [1] 26:17 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 1 atlIIbmliillti:l8r- -ill llItiil~uilllliil!S:l~-""""--;"""'~~~mili;illj~_~~r>i ~~ijlillli.jIiHMIUii~_II"".- "~'_<iH- '""'"'~' ,~_ I,' -, best - dated DAVID W KNAUER Multi-Page TM . best [6] 8:21 9:9 Centers [4] 1:2 commenced [I] 38:17 conversation [4] 41:11 10:20 14:15 28:2 26:7 26:20 27:1 comments [I] 7:15 42:17 43:14 45:13 30:13 certain [2] 45:2 45:8 commingle [I] 41:3 conversations [I] 36:20 better [I] 27:22 certainly [8] 9:7 COMMON [I] 1:1 conveY[I] 16:17 between [20] 3:2 11:5 21:21 23:2 Commonwealth [2] 47:2 copies [I] 25:11 5:13 5:17 6:]2 23:2 28:]9 32:10 47:4 copy [8] ]6:8 25:]8 7:10 8:10 8:]2 43:16 communicates [1] 31:9 26:]2 26:22 26:24 19:7 19:19 22:25 certification [I] 3:4 28:7 30:14 30:]5 30:11 31:11 31:11 certify [5] 47:5 47:7 communication[l] 24:17 corporation [14] 19:]5 36:15 36:]6 37:5 47:]2 47:15 47:20 communications [I] 28:11 34:17 34:18 37:12 40:22 45:16 8:12 45:]6 ch;illenging [II 23:10 Companies [I] 36:2 36:4 37:]0 chance [2] 9:10 12:14 29:23 37:18 37:19 37:23 beyond [2] 16:4 42:11 Chang [3] 26:20 27:3 complaints [I] 42:15 38:2 38:7 40:12 big [I] 23:24 37:13 complete [I] 35:25 45:22 bill [6] 34:11 34:14 Chang's [I] 26:10 completed [I] 39:24 corporations [I] 39:19 34:19 39:19 39:23 4]:9 changes [2] ]5:5 compromised [I] 36:11 correct [17] 6:10 15:8 concerned [I] 18:6 ]8:23 33:19 34:2 billed [I] 4]:6 34:10 34:17 35:5 Birth [2] 23:25 29:23 charge [3] 16:]5 34:14 concerning [I] 7:14 38:9 38:14 39:10 bit [3] 6:8 8:19 34:15 concessions [2] 18:19 40:3 40:14 40:16 14:5 charged [4] 34:8 18:19 40:17 40:25 44:8 blame [I] 23:15 35:2 38:9 39:6 concluded [I] 46:11 46:9 breach [3] 17:7 30:23 charges [I] 39:12 conclusion [I] 36:3 cost [8] 38:15 39:9 30:25 charging [I] 32:2 conditions [I] 11:9 39:13 39:16 39:24 breached [I] check [1] 26:6 Conduct [4] 40:2 40:17 40:18 31:24 6:5 costs [I] 41:2 Break [4] 14:1 14:2 Chinese [9] 13:11 6:24 31:15 32:3 counsel [3] 29:3 29:4 24:25 33:10 33:19 conducted [5] 5:8 3:2 47:16 47:17 bring [21 23:24 31:18 33:24 34:1 44:23 15:4 21:10 21:11 45:4 45:20 21:16 COUNTY [2] 1:2 bringing [I] 10:11 Chun [4] 26:3 26:9 conducting [I] 47:1 14:10 Bruce [7] 1:25 13:11 26:20 27:3 conducts [I] couple [I] 7:16 30:14 32:6 36:15 7:12 38:4 43:19 circumstances [II 10:6 conference [4] 9:10 course [2] 4:19 30:23 business [2] 3:22 civil [4] 1:6 6:22 10:19 13:16 13:22 court [6] 1:1 10:12 4:6 6:23 7:11 confidential [2] 17:22 23:24 28:25 30:1 claim [7] 6:9 7:9 30:22 30:3 -c- 7:11 18:1 22:4 confidentiality [11] 6:6 courtesy [11 8:24 36:22 37:21 6:21 7:2 18:2 cream [II 16:19 C[I] 7:7 claiming [I] 36:14 30:24 31:1 31:6 credibility [41 22:9 C-h-a-n-g [I] 26:4 claims [2] 37:24 46:7 31:8 31:15 31:23 22:11 22:13 42:9 C-h-u-n [II 26:3 clarify [3] 35:6 44:21 36:12 criminal [I] 7:11 calls [2] 19:9 21:13 44:25 confinn[l] 36:20 CROSS [2] 2:2 capacities [2] 35:7 class [I] 38:4 confinned [I] 30:9 33:2 45:22 clear [13] 5:3 5:8 consider [I] 22:7 crucial [II 21:12 capacity [31 11:23 5:13 19:13 19:17 constitutes [I] 47:21 CUMBERLAND [I] 23:16 37:13 20:2 22:1 23:13 consultation [I] 7:5 1:2 caption [I] 47:13 23:16 28:10 28:15 consulted [I] current [3] 6:19 7:23 28:23 29:1 18:22 captioned! [I] 26:16 client [20] 7:4 7:4 consults [II 7:5 17:15 care [I] 24:6 7:10 7:13 7:15 contact [415:12 15:22 curse [I] 42:11 carrieT[l] 36:18 7:21 17:12 19:7 31:2 32:18 customers [2] 12:15 carry [I] 7:6 22:18 22:25 23:2 contacted [I] 30:7 12:17 case [181 6:16 8:1 23:4 23:5 28:23 contain [I] 36:13 cut [I] 41:23 31:9 31:11 31:11 8:18 8:21 8:22 31:13 31:18 41:3 contemporaneous [I] 15:22 18:14 23:9 client's [I] 17:13 39:13 -D- 23:21 23:22 23:24 contemporaneously [3] D[I] 23:25 24:1 28:20 client-attorney [I] 9:19 1:25 29:22 29:25 30:10 clients [17]4:13 5:1 34:12 34:21 38:11 d' [2] 11:14 11:24 42:3 6:9 6:18 6:19 contents [2] 24:12 d/b/a [31 1:9 26:21 cases [I] 23:7 8:13 17:5 17:10 24:18 27:5 Caucasians [I] 12:19 17:15 18:23 29:11 context [I] 41: II damages [I] 42:24 cautioned [1] 37:15 33:5 33:8 33:12 continue [3] 14:21 date [4] 1:16 27:23 ceased [I] 37:5 37:6 42:3 18:24 37:3 27:23 40:7 14:7 clients' [2]7:25 20:15 contract [I] 4:4 dated [8] Center[31 6:13 2:10 25:18 23:25 collected [I] 41:21 contractual [I] 10:14 25:22 31:16 32:25 29:23 coming [I] 18:1 controversy [I] 7:10 40:15 43:23 44:1 Index Page 2 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 -,-, " , I . . dO"" o o o [ - 1.; ~'->--~'1 Multi-PageTM dates - fraud DAVID W. KNAUER o dates [4] 26:23 26:23 disclosure [2] 7:5 entering [I] 22:]4 39:13 40:2 40:2 27:]8 27:]9 ]9:6 entire [I] ]8:13 40:18 41:2 DAUPHIN [I] 47:1 discuss [2] 13:12 14:15 equipment [I] 4:13 felt [2] 33:l6 34:1 Dave [3] 10:20 ]5:]8 discussed [3] 16:13 especially [2] 23:14 Fen [4] 1:7 4:10 20:13 31:10 41:1 37:7 4:18 27:8 David[lo] ]:12 1:22 discussion [1] 12:]2 ESQillRE [2] 1:22 few [I] 32:22 2:3 3:12 3:]8 19:6 21:1 23:3 1:25 file [6] 25:2] 26:13 5:20 5:21 17:14 4]:4 41:5 44:21 essentially [I] 23:14 27:10 34:l7 34:18 20:25 47:6 discussions [1] 13:1 45:14 deal [4] 7:19 30:21 13:20 19:]9 20:10 establish [2] 7:9 filed [I] 38:6 41:10 21:14 22:25 32:20 7:10 30:1 dealing [I] 8:9 document [16] 15:6 established [I] 22:3 filing [2] 3:4 40:18 dealt [2] 1l:2 37:23 15:ll 15:]2 15:16 ethical [I] 46:6 final [I] ]6:2 decent [I] 38:5 16:2 16:7 16:8 ethics [2] 9:12 13:23 financially [II 47:18 decide [21 16:8 26:12 26:16 evidence [I] 15:14 firm [I] 43:24 13:14 18:21 27:10 27:25 34:12 EXAMINATION [4] first [S] 9:ll 25:22 decided [I] 23:6 39:23 45:18 46:4 3:]5 33:2 44:18 45:1 45:5 45:13 decision [2] 22:15 documents [6] 1l:9 46:2 flat [I] 40:20 30:1 29:10 29:ll 33:18 example [I] 40:18 follow-up [I] 18:16 defendants [13] I:ll 36:13 37:25 ]:26 15:3 ]5:7 doesn't [2] 33:13 37:2 except [5] 3:5 7:5 followed [I] 37:14 ]8:ll 18:13 20:3 Don [4] 7:7 27:22 27:24 follows [I] 3:13 ]:7 4:8 20:5 20:8 20:9 4:17 27:7 exception [2] 7:8 food [I] ]2:]2 21:2] 23:14 36:3 done [12] 28:22 foregoing [I] 47:5 defendants' [I] 11:19 30:9 exceptions [3] 23:12 ]5:3 37:6 37:7 37:25 Foreman [02] 1:24 defense [2] 7:9 38:12 38:14 39:20 23:13 23:13 1:25 2:5 3:8 7:ll 39:20 40:12 40:13 exchange [I] 12:8 4:16 5:5 5:11 degree [2] 8:l 22:20 42:18 execution [4] 1l:9 5:20 5:24 6:6 delineate [I] 20:10 door [I] 36:5 lI:ll 37:8 45:19 6:7 6:ll 6:20 delineated [I] down [I] 47:9 exhibit [0] 2:9 25:18 6:25 7:17 8:5 34:14 :36:3 25:23 26:12 26:17 8:6 8:23 9:3 delivery [I] 28:7 drawing [I] 26:22 27:ll 32:13 9:5 9:16 10:5 demonstration [I] 10:11 drop [I] 42:3 33:1 10:13 ll:l 12:24 denial [I] 23:23 dual [I] 44:22 exhibits [3] 2:8 13:7 13:9 13:13 14:19 15:18 16:1 denied [2] 30:2 30:3 due [2] 5:15 8:16 25:10 28:3 17:6 17:14 17:18 deposed [2] 13:13 DUFFIE [2] 1:17 expect [4] 6:16 8:7 17:21 18:4 18:8 44:4 1:21 14:20 14:23 18:24 19:5 19:18 deposition [14] 1:12 duly [I] 47:8 experience [I] 38:3 19:22 20:7 20:19 2:9 6:2 22:21 during [2] 4:20 25:7 explain [I] 29:10 20:25 21:6 22:16 22:21 25:ll 26:17 explained [3] 33:18 24:14 25:7 25:13 27:12 33:1 43:18 -E- 33:20 45:19 28:13 28:15 29:13 46:ll 47:8 47:12 explanation [2] 29:18 30:7 30:ll 47:20 early [2] 30:4 30:4 34:1 30:19 31:1 31:7 36:23 31:16 31:22 32:4 depositions [I] 38:23 eamed[l] 40:2 extent [I] 36:5 32:15 32:22 33:3 described [I] 24:3 East [I] 3:22 35:10 35:15 35:20 determination [I] 28:17 either [I] 14:7 -F- 35:22 36:10 36:16 dialect [2] 33:ll 33:23 element [I] 21:12 38:8 39:4 39:5 dialogue [I] l3:ll elucidate [I] 6:8 F-e-n [I] 27:8 40:5 40:24 41:18 fact [12] 10:10 10:15 41:19 41:25 42:1 Diane [3] 1:14 47:3 employee [2] 47:16 15:2 15:6 15:7 42:5 42:8 43:9 47:25 47:17 15:15 20:2 20:4 43:20 43:25 44:3 difference [3] 27:14 end [I] 45:1 23:6 24:17 31:9 44:6 44:9 44:13 27:16 37:2 ending[l] 16:6 41:1 44:17 44:20 45:15 different [3] 21:15 enforce [2] 15:ll 15:13 facts [2] 30:10 36:21 46:3 26:22 30:10 English [23] 10:3 failing [3] 32:l8 32:19 Foreman's [4] 23:22 dinneT[l] 1l:13 10:10 10:l4 10:]5 32:19 29:]6 3]:19 3]:20 direct [5] 2:2 3:]5 10:24 12:3 12:]7 falls [2] 19:7 21:19 forever [I] 23:2 5:12 32:10 35:14 ]2:18 12:21 22:3 false [I] 22:5 forget [I] 26:18 direction [II 47:ll 24:21 24:24 33:10 falsely [I] 22:2 form [I] 3:5 directly [5] 5:]2 33:13 33:21 33:23 formed [I] 35:4 34:3 34:4 34:5 family [I] ]4:5 5:17 20:6 43:1 former [7] 4:25 6:]8 34:6 34:7 44:23 far [4] 9:20 13:3 47:18 45:20 22:1 31:14 8:10 8:13 17:10 disciplinary [4] 7:]2 entail [I] 6:2 fee [S] 23:15 27:4 4]:10 42:15 42:]8 38:15 39:18 four [2] 26:24 27:25 disclose [I] 23:3 enter [I] 32:12 39:24 40:20 41:7 fraud [3] entered [2] 4:]4 33:16 . fees [1] 31:20 39:9 , 28:22 28:24 o o HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393~5101 Index Page 3 ~"'I~~~. ~~.'-~"" "."""-'iIlIlw~~lilii ,-..ilIIIiIili..... """~' ,-,'w.....,1 "'~~.-'~I..I!!ilIM""'"<:J' frauds - lease DAVID W. KNAUER Multi-pageThl 28:24 hotline [I] 32:18 interested [2] 11:10 16:6 16:16 18:18 frauds [2] 14:23 15:10 Hung [2] 1:9 27:5 47:18 19:14 27:20 28:10 freezer[l] 16:19 husband [I] 34:5 interpreter [I] ]0:12 37:8 37:12 37:19 38:1 38:7 40:23 friends [2] 11: 13 14:6 introduce [1] 15:14 42:23 45:16 45:17 front [3] 39:19 39:23 -I- involve [2]9:18 9:19 45:17 41:6 ice [1] 16:19 involved [6] 7:13 landlords [2] 37:10 fuck[l] 42:3 7:23 16:16 31:4 38:6 idea [2] 9:10 10:20 36:22 43:6 full [2] 35:25 45:1 impact [2] 22:13 32:10 involvement [I] language [is] 10:1 fully [1] 45:23 42:25 13:4 13:6 13:10 implication [2] 21:9 involves [I] 7:21 13:12 24:23 30:17 funds [I] 41:3 21:13 involving [1] 33:5 33:8 42:6 32:11 future [I] 39:16 imply [I] 7:6 irrelevant [I] 32:4 43:12 43:13 43:14 important [I] 20:2 issue [10] 43:16 43:17 -6- improper [2] 5:18 6:16 Lanza [81] 1 :22 2:4 18:11 8:14 8:18 18:2 Gardeh[6]11:1O 11:12 22:7 18:4 18:6 18:14 3:16 5:2 5:6 5:12 5:23 6:3 14:6 25:23 26:21 inappropriate [I] 19:24 20:6 22:13 8:8 9:2 9:4 27:5 Inc[l] 29:23 issues [2] 12:21 23:7 9:13 9:17 9:21 general[l] 12:8 include [2] 31:22 34:14 items [I] 16:23 10:9 10:21 11:6 given [5] 20:16 25:16 included [2] 4:3 11:15 13:3 13:8 28:7 44:6 47:21 16:18 -1- 13:15 13:19 13:25 giving [6] 7:17 20:17 includes [I] 30:21 14:3 14:9 14:25 30:23 35:11 35:17 including [I] J[I] 1:22 15:25 16:9 17:11 36:12 28:24 January [I] 30:1 17:17 18:10 18:17 good [4] 9:10 9:17 incorporated [5] 34:24 John [I] 43:1 19:] 19:12 ]9:20 35:16 35:23 40:6 19:25 20:14 20:21 23:13 30:16 40:8 JOHNSON [2] 1:]7 2]:4 21:7 23:10 great [I] 30:2] incorporating [I] 34:]5 1:21 23:20 24:1 24:7 greatest [I] 33:12 incorporation [12] 35:3 judge [I] 38:23 24:10 24:16 24:20 guess [4] 5:21 8:19 35:4 38:10 38:11 judgment [I] 15:9 25:9 25:17 25:25 10:5 13:13 38:12 38:17 39:7 judgments [I] 4]:21 28:8 28:2] 29:5 29:8 29:14 30:]5 guidance [3] 17:22 39:9 39:16 40:7 June [2] ]:16 47:24 30:15 30:]8 30:20 ]8:6 ]8:15 40:9 40:12 30:20 31:]2 3]:21 gutter [2] 42:6 43:]2 indemnify [3] 31:]9 -K- 32:7 32:]6 33:15 36:]9 4]:9 36:1 37:1 37:3 -H- indicate [41 15:19 K-n-a-u-e-r[l] 3:20 38:18 38:21 40:4 H[3] 17:8 21:8 35:11 keeping [I] 22:6 40:21 4]:17 41:22 26:3 26:8 indicated [5] 5:20 Knauer [43] 1:]2 42:4 43:7 44:6 27:1 5:21 20:8 2]:1 2:3 3:12 3:]8 44:19 45:25 46:5 H-u-n-g[l] 26:20 39:6 4:]7 4:2] 4:24 46:10 hand [I] 47:23 indicates [I] 33:]6 5:4 5:8 5:14 Lanza's [I] 37:6 handed [I] 46:4 indirectly [I] 47:]8 5:17 5:25 6:17 last [3] 10:23 14:7 handing [2] 30:20 individual [5] 8:12 8:24 9:1 46:4 35:7 9:6 15:1 15:2] 44:7 37:8 37:13 37:22 15:21 17:9 17:]8 late [I] 14:7 handwriting [2] 26:9 45:22 18:9 21:10 2]:]8 law [8] 1:6 4:4 26:23 individually [3] ]:8 2]:20 22:22 29:20 4:6 29:22 32:20 handwritten [3] 27:18 4:18 45:17 30:19 32:11 32:23 38:4 43:4 43:7 27:19 27:24 individuals [I] 37:9 35:10 36:7 36:11 lawyer[6] 7:3 7:9 Harbilis [2] 43:2 infer [I] 8:3 38:9 40:21 40:25 7:10 7:12 9:7 43:5 infonn [I] 42:21 41:]2 4]:20 42:2 43:6 headnote [I] 29:24 44:23 46:6 47:6 lawyer's [I] 7:14 hear [I] infonnation [IS] 6:6 knowingly [I] 22:14 lease [45] 4:14 5:8 32:18 6:21 7:2 7:3 heard [1] 38:] 11:2 19:9 22:22 knOWS[2] 4:17 9:7 5:13 5:15 11:10 hearing [I] 3:9 30:22 31:23 35:1] 11:12 ]1:]9 ]2:21 35:17 36:9 36:25 -L- 14:]] 14:17 ]5:5 held [2] 24:2 40:19 45:3 45:3 15:8 15:21 15:23 help [8] 8:8 ]4:5 infonned[l] L-a-m[l] 26:4 15:24 16:5 16:6 17:23 23:4 23:]8 45:15 L-e-e [I] 27:9 ]6:14 21:12 23:16 23:25 24:9 35:6 initiated [2] 3]:1 L-i[l] 27:8 25:]8 25:21 25:2] hereby [3] 3:2 3:4 3]:2 labeled [I] 25:10 26:]9 29:9 29:11 47:5 insisted [I] 35:9 34:22 35:7 35:8 hereof [I] insofar[l] ]5:2 lack [I] 27:22 35:9 35:17 37:5 47:14 Lam [4] 26:3 26:10 37:8 37:]2 37:16 hereunto [I] 47:23 Insurance [3] 31:18 26:20 27:3 38:2 39:14 39:17 himself [I] 36:]2 41:13 41:16 landlord [23] 40:11 40:14 45:]5 5:9 hope [I] 9:8 intention [21 20:2] 5:13 5:15 13:2] 45:18 45:19 45:21 20:23 14:]1 15:22 16:5 45:23 Index Page 4 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 f:, u['!lIBtlr'"",,,. .1. <. . -. 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'"" ,,' <'" - -~ "". -~- I~' '11I\ o o o . ~~ .- .1a.1"i!l~_ Multi-PageTM leases - paragraph, DAVID W KNAUER o leases [I] . 37:6 30:8 33:17 34:3 objection [21] 5:18 leave [3] 8:15 16:17 -M- 34:4 34:5 34:8 8:20 8:23 9:15 39:1 M -e-i-k-i-n-g [I] 34:19 34:24 36:19 10:22 10:22 10:25 leaves [I] 28:9 25:24 37:21 38:10 38:16 11:3 14:22 18:25 led [I] 36:25 machine [I] 16:20 39:6 39:21 45:20 19:1 19:3 19:20 Lee [351 Main [I] 3:22 46:8 19:22 29:13 29:16 1:7 1:8 maitre [2] 11:]4 must [2] 23:1 36:3 38:18 38:25 40:4 4:8 4:10 4:18 11:24 40:21 41:17 4:18 4:18 4:21 Mall [I] 4:15 6:13 8:13 11:13 malpractice [H] 7:22 -N- objections [3] 3:5 11:23 13:4 15:20 31:17 32:2 32:2 3:8 32:15 18:9 21:1 22:19 36:]8 41:13 41:15 name [6] 2:2 3:17 observe [1] 12:14 23:21 23:25 26:1 27:7 27:8 30:8 46:6 26:10 observed [1] 11:23 33:17 34:3 34:4 Mandarin [3] 24:25 named [1] obtain [1] 15:8 34:5 34:8 34:]9 25:1 25:3 4:10 obviously [5] 34:24 36:19 37:21 names [2] 23:15 35:9 7:17 38:10 38:16 39:6 March [10] 30:2 30:13 native [1] 18:9 22:]0 3]:13 31:16 32:14 32:25 33:13 38:21 39:2] 45:20 46:8 43:23 44:1 nature [1] 7:22 Lees [2H] 44:24 occasions [1] 12:2] 5:16 5:]7 45:12 46:5 near [1] 27:24 occuned[I] 8:10 8:15 8:16 4:20 9:22 10:10 10:11 margin [I] 27:17 necessarily [2] 8:11 off[4] 13:25 27:21 12:20 13:10 17:25 marked [4] 2:9 27:21 2]:19 29:2 41:23 19:17 21:22 21:23 32:14 33:1 need [1] 16:]1 office [1] 46:5 21:24 23:9 24:11 MARKET [1] 1:18 needed[l] 34:1 often [3] 23:4 23:6 24:23 25:5 28:3 markings [I] 27:17 negotiate!l] 43:6 39:19 28:10 30:12 32:11 37:15 41:9 42:21 matter [3] 7:22 41:10 negotiated [4] 11:10 once [2] 8:22 31:6 43:1 44:23 42:8 11:19 15:16 15:16 one [13] 14:4 18:1 left [1] 8:21 matters [12] 4:20 negotiating [I] 16:5 29:21 29:21 33:5 legal [14] 6:12 8:2 10:17 negotiation [I] 15:23 33:8 35:8 37:15 7:18 10:17 12:25 13:5 13:5 41:18 41:25 43:21 11:18 13:1 13:5 19:6 31:10 33:5 negotiations [13] 5:9 44:21 45:11 13:5 19:6 22:10 33:8 33:17 5:15 14:10 15:4 one-sided [1] 31:20 33:5 33:8 15:5 15:15 18:12 15:6 33:17 34:8 39:16 may [13] 6:2 6:2 19:14 21:10 21:11 ones [3] 16:25 17:1 LEMOYNE [I] 9:10 11:3 16:19 21:16 35:6 37:15 29:10 1:19 16:25 20:12 24:14 letter [24] 2:10 30:13 28:20 30:2 31:22 never [1] 38:6 open [2] 28:9 28:12 30:20 30:21 30:23 42:12 43:5 next [2] 19:11 43:4 opened [2] 15:9 36:6 3]:16 31:20 31:22 mean [3] 7:18 37:20 NICHOLAS [I] 1:24 opens [I] 36:5 31:25 32:13 32:13 38:21 normal [4] 29:9 33:4 opinion [3] 25:8 32:25 33:15 36:17 36:21 43:23 43:24 Mechanicsburg [I] 3:23 33:7 37:6 31:12 32:7 43:24 44:1 44:6 Melling [1] 25:24 Notary[2] 1:15 47:3 opportunity [2] 20:17 44:9 44:24 45:12 mention [I] 16:21 notations [1] 27:24 29:5 46:5 merits [1] 22:10 note [31 14:4 29:15 oral [1] 15:13 letters [2] 24:11 24:21 met [2] 9:22 12:20 32:17 order [2] 7:6 45:2 level [1] 43:12 might [6] 9:17 10:20 noted [1] 42:25 original [2] 27:11 Lexis [1] 23:20 23:22 23:24 24:5 notes [I] 27:17 45:15 Li[4] 1:7 4:10 43:22 notice [2] 17:25 31:17 Otherwise [2] 27:22 4:18 27:8 Miller [3] 27:4 27:6 noticed [1] 45:11 28:13 liability [71 20:4 27:9 notified [1] 43:7 outcome [I] 32:9 20:9 20:17 21:3 mind [1] 16:10 now [17] 3:8 8:9 outside [1] 22:21 21:3 22:5 37:24 Dllne [1] 27:19 10:18 10:20 12:25 own [3] 18:20 40:19 liable [1] 36:4 minute[2] 20:12 43:22 13:16 13:17 15:16 41:3 license [I] 43:4 minutes [1] 7:16 15:19 20:4 20:23 lieu [1] 18:14 missed [I] 45:11 28:20 36:8 36:11 -P- . line [7] 36:22 37:1 42:10 13:24 14:21 missing [1] 26:5 numbers [2] 27:18 P.C[I] 1:24 26:7 26:25 27:3 mitigate [1] 42:24 27:19 p.m[3] 29:3 29:4 27:7 36:19 Monday [7] 46:11 list [1] 26:23 3:9 numerous [I] 36:12 5:7 5:16 8:14 page [H] 25:22 26:2 LLP[3] 1:2 26:20 10:11 20:3 20:16 -0- 26:5 26:6 26:11 27:1 29:25 45:1 45:6 look [1] 24:5 money [7] 39: 15 40:1 oaths [1] 40:10 40:19 40:22 47:4 pages [3] 2:10 25:22 looking [I] 25:18 42:22 42:22 object [2] ]4:21 29:18 ' 32:25 loud [1] 7:] Mrs [27] 4:]8 objectt;d [1] 5:22 , paid [7] 34:25 35:3 4:21 lying [II 43:19 6:13 8:13 11:13 objecting [2] 4:23 38:16 39:13 39:17 11:23 13:4 15:20 20:5 .41:2 41:6 18:9 21:1 22:19 paragraph [5] 26:24 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 5 c o j 'f~','1! < -'-h '-Ii"; ,'~ (- iIilllilill~lijillllllllllliiill_"'- . "'~~""'.-.Hi!&i1&f""" ...".......WIiIliil~w~II.1Ii ~~~......,~.....'i";~-~ " ~~;./- _...~"" paragraphs - represented DAVID W KNAUER Multi-Page Thl - 27:24 45:1 45:5 portion [3] 9: 18 11:18 properly [1] 36:4 record [281 3: 17 4:17 45:13 38:15 property [3] 16:17 5:2 5:19 13:8 paragraphs [1] 7:7 pose [11 6:4 16:17 18:20 13:25 14:3 14:19 18:15 20:1 22:6 parametelrs [11 24:4 position [S] 8:5 proportion [1] 33:12 23:11 25:17 28:22 Pardon [11 33:6 18:10 21:22 22:16 provided [3] 17:22 29:2 29:6 29:7 parentheses [1] 27:21 22:17 28:3 28:6 30:19 32:13 32:17 practice [6J 4:3 Public [31 1:15 47:3 32:20 33:16 36:10 Park [S] 1:1 6:13 29:9 33:4 33:7 47:10 38:25 41:24 43:22 26:7 26:19 26:25 37:9 43:7 pull [1] 44:25 47:21 6:5 part [2] 21:]6 43:22 practicing [1] 43:4 RECROSS [2] 2:2 purchased [1] 4:13 particular [2] 16:7 premise [1] 4:14 46:2 23:9 purpose [3] 36:2 redirect [3] Particululy [1] prepared [2] 32:1 41:8 45:7 2:2 16:16 45:18 36:9 44:18 3:9 parties [7] 3:3 5:3 presentation [3] 33:23 purposes [1] reduced [1] 47:10 5:3 5:9 37:20 purview [1] 19:8 37:23 47:16 33:24 44:22 push [1] 17:24 refeT[I] 6:20 presented [1] 5:16 regard [4] 4:19 7:18 partnerslrip [1] 26:7 presenting [lj 36:7 put [IS] 4:16 5:2 13:1 46:7 party [S] 5:14 7:20 8:13 8:17 14:19 18:12 31:12 36:5 pretty [1] 22:1 16:18 18:13 18:15 regarding [8] 12:20 passed [1] 21:20 primarily [1] 8:25 29:6 29:6 38:25 18:12 20:16 22:4 principal [1] 17:1 40:2 40:18 42:16 22:4 36:1 44:22 Paul [1] 29:23 42:17 44:24 pay [4] 34:19 34:21 printed [1] 21:5 puts [1] 5:16 regardless [1] c 10:16 41:9 42:14 privilege [481 4:19 related [21 8: II 37:19 paying[I] 41:9 4:22 4:25 6:1 relating [1] 7:4 6:15 6:17 8:1 -Q- payment [1] 38:10 8:16 9:1 9:19 relationship [4] 5:17 PBA[2] 9:12 32:18 10:7 11:2 17:8 quality [1] 12:12 18:13 37:18 40:22 pending [2] 5:18 17:9 17:12 17:13 questioning [1] 14:21 relative [2] 47:15 6:12 17:16 17:20 18:11 questions [221 5:22 47:17 Pennsylvania [51 1:2 19:8 19:23 19:25 8:22 12:9 15:1 relevance [5] 38:18 1:19 3:23 47:2 20:5 22:8 22:12 20:24 22:20 23:22 39:1 40:22 41:17 47:5 22:17 22:20 22:24 24:8 30:8 30:12 41:18 people [1] 42:12 23:1 23:8 23:9 31:4 32:16 32:22 relevancy [3] 23:17 24:1 24:4 33:20 33:21 42:13 14:22 performed [1] 39:14 24:16 28:12 28:16 43:3 43:20 44:17 29:13 42:8 perhaps [3] 6:7 28:18 28:23 29:16 44:20 45:25 47:8 relevant [S] 10:17 14:4 35:5 29:19 29:19 29:20 quickly [2] 39:21 15:2 15:8 16:3 period [2] 4:20 11:20 30:6 31:3 36:14 40:6 32:12 perpetrating [1] 28:24 36:16 36:23 quoted[I] 7:19 remain [1] 28:25 personal [10] 16:17 privileged [101 11:5 remains [1] 20:23 13:6 13:14 22:23 18:19 20:4 20:9 24:15 25:8 30:22 -R- remembeT[4] 41:12 20:17 21:3 21:3 31:10 31:23 35:12 raise [4] 41:15 41:20 42:2 22:5 28:7 45:24 18:24 19:1 remind [1] 6:15 problem [1] 42:22 30:6 42:8 personall:r [11 18:21 Procedure [2] 6:22 raised [7] 8:6 9:11 reminded [1] 5:25 petition [1] 23:23 6:23 ]8:4 18:8 28:15 render [1] 34:11 phone [2] 9:10 20:12 procedures [1] 37:25 29:19 29:20 rendered [1] 39:12 place [7] 1:17 6:12 proceeding [0] 7:12 raises [1] 46:6 renewals [1] 16:21 13:1 17:25 18:12 7:14 7:23 8:9 raising [3] 13:7 18:2 rent [1] 18:19 42:17 47:13 8:9 32:4 32:9 19:23 rental [1] 16:15 placed[I] 45:14 32:9 38:22 read [4] 7:1 25:20 repeat [4] 16:11 16:12 placing [2J 31: 16 45:24 proceedings [6] 3:10 27:2 30:]6 19:3 39:3 plaintiff [4] 1:3 8:11 10:18 20:22 reading [3] 3:3 25:15 Reporter [3] 1:14 1:13 1:23 15:22 31:8 32:11 30:21 47:11 47:25 plaintiff's [1] 18:10 produce [1] 24:12 realize [1] 44:3 Reporter-Notary [1] PLEAS [1]1:1 produced [2] 2:9 reason [1] 33:25 47:10 pleasantries [11 12:8 32:25 reasons [1] 38:1 represent [1] 10:12 plus [2] 25:23 39:24 Professional [4] 6:5 received [4] 18:22 representation [0] 7:4 6:23 31:15 32:3 point [23] 4:16 5:19 professionalism [1] 43: 13 38:10 40:10 44:9 7:7 13:2 14:6 9:20 10:18 10:21 recite [3] 6:7 29:17 19:6 25:8 30:8 18:14 20:1 20:1 prohibited [1] 42:16 29:21 30:12 46:7 20:6 20:14 21:19 prohibits [2] 23:8 recognize [1] 25:12 representations [2] 7: 14 21:19 22:7 22:12 28:18 recollection [4] 15:13 23:11 28:9 28:21 promptly [2] 14:16 representative [1] 29:1 30:5 31:23 40:6 21:6 21:7 28:2 31:13 35:5 38:13 45:12 40:8 recommend [1] 9:12 represented [8J 4:21 proper[I] 37:3 5:4 10:13 15:7 Index Page 6 HUGHES, ALBRIGHT, FOLTZ & NATALE 71 7-540-0220\71 7-393-5101 I ,- 'iili; o 0, cC :'~J o m - " ~,' " MuIti-PageTM representing - type DAVID W. KNAUER' c 15:20 16:4 22:18 24:25 25:1 25:3 Surely [1] 5:20 39:]5 -S- 25:5 33:10 33:10 sworn [I] 47:8 representing [1] 4:17 sake [1] 33:11 45:8 request [2] 19:10 39:2] San [4] speaking [5] 12:15 -T- ]:7 4:8 12:17 12:18 14:13 requested [1] 14:17 4:17 27:7 33:13 T/D/B/A [1] 1:9 requests [3] 16:23 saw [1] 11:3 speaks [1] 33:11 taking [2] 24:5 47:7 17:4 18:18 says [3] 7:3 45:2 specific [1] 37:25 telephone [2] 31:2 required [2] 28:25 45:4 specifically [1] 37:20 45:13 37:8 SChOOl[l] requires [2] 38:4 specified [1] 47:13 telling [5] 32:] 35:21 ]7:7 sealing [1] 3:3 4]:]5 4]:20 42:2 19:5 spell [1] 3:19 reserve [1] 3:9 second [3] 29:24 32:24 spelled [1] 26:9 tenant [4] ]6:18 19:15 4]:18 28:11 40:23 reserved [1] 3:6 secondly [3] 15:10 SPOke[14] 5:14 ]0:6 tended (1] 34:6 resolutions [1] 10:]6 11:8 11:11 32:20 2]:11 21:]8 13:4 13:6 tenor [2] 41:23 42:17 13:4 resolve [4] 8:7 23:5 secretary [1] 27:4 34:3 34:4 34:5 term [3] ]6:15 ]8:19 23:7 24:9 section [2] 6:5 7:]9 34:5 34:7 43:]5 27:22 respect [3] 30:7 30:]7 see [7] 9:13 9:]9 spoken [1] 9:24 Terms [1] ]4:]7 31:]4 13:23 24:8 24:9 SS[I] 47:1 testified [1] 3:13 respective [1] 3:3 25:21 27:]6 St[l] 29:23 testimony [8] 5:]6 respond [1] 7:13 seeking [3]8:14 ]5:]1 stands [1] 32:2] 20:]6 20:]9 20:20 responded [1] 3]:3 ]5:13 start-up [2] 37:10 20:22 36:6 47:6 response [2] 29:15 send [2] 24:11 36:17 38:2 47:21 35:14 sent [1] 24:13 start-ups [1] 37:7 Thank [1] 31:2] responsibilities [1] 10:15 sentence [1] 45:1 starts [1] 29:25 themselves [1] 21:16 responsibility [3] 4:25 separate [7] 26:3 state [3] 3:17 13:9 theoty [1] 19:3 9:] 17:19 26:4 26:21 27:8 36:24 therefore [1] 36:3 responsive [2] 35:18 27:8 37:24 37:25 statements [3] thereof [1] 2]:16 35:20 services [1] 34:9 8:13 8:]5 8:17 third [5] 18:12 31:12 rest [1] 24:8 ., set [3] 24:3 37:19 statute [2] 14:23 15:10 37:20 37:23 45:12 restaurant [10] 1:10 47:23 stenographically [1] thought [1]18:22 11:12 11:20 11:21 shall [1] 7:3 47:9 threaten [4] 41:5 12:9 26:1 26:21 27:6 38:5 39:22 sheet [1] 47:13 STEWART [2] 1:17 41:8 42:14 42:18 restaurants [1] 37:7 Shopping [6] 1:1 1:21 three [3] 2:10 17:1 4:15 6:13 26:7 stipulate [1] 25:14 32:25 resulted [1] 15:5 26:20 26:25 through ['] 17:15 stipulated [1] 3:2 reveal [1] 7:3 show [3] 15:15 25:10 21:18 24:8 25:20 revealed [1] 32:1 30:19 STIPULATION [1]3:1 31:9 37:14 43:1 , revieW[I] 31:17 showing [2] 15:14 stopped [1] 44:20 43:1 43:21 reviewed [2] 29:10 25:23 street [3] 1:18 3:22 too [2] 16:21 38:5 45:14 shows [2] 15:2 15:5 11:4 took [5] 13:1 18:12 revisions [3] 14:17 sign [1] 33:]8 stuff [1] 42:]4 40:] 40:]7 41:7 14:18 ]6:13 signature [6] 26:5 subject [1] 23:4 transaction [2] 5:6 right [24] 7:20 7:25 26:6 26:11 26:25 submission [1] 38:22 28:4 8:9 13:15 13:15 27:2 34:12 submitted [1] 38:25 transcript [2] 2]:4 14:25 15:25 17:14 signed [8] 15:12 26:2 subparagraph [2] 7:3 2]:5 ]7:]7 20:1 23:10 35:17 37:13 37:]6 7:8 transcripts [1] 38:24 24:7 27:17 28:8 39:17 45:21 45:23 subsequent [4] 3:9 translate [2] 33:12 32:]2 36:8 36:]7 signing [4] 3:3 34:2] 11:20 29:24 39:24 45:3 38:20 39:22 41:22 42:4 42:4 42:10 38:12 39:13 such [3] 9:16 28:]8 translated [2] 33:22 46:8 silent [1] 29:1 47:]7 45:7 rights [1] 4:22 simply [2] ]5:14 15:15 suggesting [1] 7:24 translator [1] 33:22 risk [1] 45:24 simultaneously [1] 40:10 suit [1] 6:]2 tremendous [1] ]7:23 roughly [1] 10:4 situation [4] 21:25 sun [1] 42:21 trial [2] 3:6 38:19 rule ['] 6:5 6:21 22:]9 33:14 35:6 Sunny [6] 1:10 11:12 tried [1] 42:]4 7:2 7:15 7:16 sometime [2] ]4:8 14:6 25:23 26:21 true [2] 42:]7 47:21 23:11 23:]2 31:]5 30:3 27:5 trying [4] 10:]4 35:24 32:3 sounds [1] ]7:6 SUperiOr[I] 30:1 ,36:24 43:6 rules [7] 6:5 6:22 space [1] 25:23 suppliers [1] 37:23' two [8] ]2:5 23:13 .6:23 6:23 7:18 speak [18] , 10:] 10:10 supports [1] 7:15 26:18 28:3 37:24 31:15 32:3 ]0:14 10:15 ' 10:24 Supreme [2] 23:23 37:25 45:] 45:6 ruling [2] 38:20 38:24 12:3 ]2:2] 13:10 30:3 type [4] 12:]0 12:12 run [1] 31:5 13:]] 2]:2] 24:23 38:22 43:3 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 7 '" V o ,-',;,~. , -'" .,;';-"" 1~1lIiII. ._,o~~ --'~~ili~_~~ -~.'" _I"'. typed - Yun DAVID W. KNAUER typed [3] 26:8 26:10 27:] typewriting [I] 47:11 typing [I] 27:7 -u- Um-hum[l] 39:8 uncontested [I] 16:3 under [8] 7:8 10:6 10:6 27:5 27:6 32:3 42:20 47:11 understand [10] 9:4 20:3 20:8 21:3 21:12 21:]9 22:2 22:16 28:]2 44:22 understandings [I] 23:5 understood [4] 34:7 36:4 4]:7 45:2 unethical [I] 4]:1 unless [I] 7:4 unopposed [I] up [14] 6:2 1l:]2 ]7:12 23:24 33:13 37:]9 39:1 39:23 41:6 uphold [I] 7:25 used [3] l3:10 41:5 8:16 9:14 22:]5 36:5 39:]9 42:]5 38:19 -v- V[I] 1:5 various [2]8:17 8:17 verify [I] 45:4 versions [2] 15:]2 ]5:15 versus [I] 29:23 visit [I] 1l:19 vocabullllry [I] 42:11 -w.. W[5] 1:12 3:12 3:18 wait [I] 9:14 waived [5J 3:4 23:]7 31:6 waiver[l] 31:]2 waiving[IJ walk-in [IJ ways [I] 2]:25 weather[IJ WEIDNER [2] 1:2] Wendt [3] 1:14 47:25 Wendy [3] 27:4 27:9 Westlaw[IJ whatsoever [I] whereby [I] Index Page 8 2:3 47:6 23:] 31:7 4:22 ]6:19 1l:4 1:]7 47:3 27:6 23:19 37:18 2l:9 "I'", .' ,.-." .,-._- ,-., 'illii; ., .... ., """.', - Multi-PageTM WHEREOF [I] 47:23 wife [6] 25:3 25:5 33:11 33:22 45:3 45:7 willing [2] 16:16 28:14 Windsoq6] 1:] 4:14 6:l3 26:7 26:]9 26:25 withdraw [3] 20:]5 20:15 20:23 withheld [I] 16:21 within [2] 19:7 47:4 without [4] 5:]2 18:22 25:]5 43:4 witness [56J 3:12 3:14 6:4 6:20 1:1 8:4 9:9 10:]9 1l:8 13:9 13:16 13:22 14:4 17:21 18:5 19:10 20:12 23:18 23:21 24:3 24:19 25:15 25:17 25:20 26:9 27:3 28:10 28:l3 28:16 28:17 28:20 29:15 30:25 31:14 31:25 32:5 32:24 35:l3 35:19 35:24 36:14 36:17 37:5 38:19 39:3 42:5 42:10 43:21 44:1 44:5 44:1 44:11 44:15 47:8 47:22 47:23 witnessed [3] 27:4 27:6 27:9 WITNESSES [I] 2:1 woman [I] 4:10 word [6J 12:5 26:3 :26:4 26:21 27:8 ~ 27:9 WOrth[IJ 32:8 worthwhile [I] 24:5 writing [I] 31:2 written [4] 15:11 15:]1 24:2] 36:12 wrong [2] ]7:11 26:6 -Y- 0.- , " o Y -u-n [I] 26:21 year [4] 1l:16 14:7 14:8 years [I] 26:24 yet [8J 4:23 10:22 1l:6 35:4 38:]7 yourself [2] 18:21 YU[IJ ]:9 Yun [I] 27:5 1l:]7 VIN\fAlASNN3d NnO~] (it'rnHj8~{lln8 5:22 21:5 39:]4 8:1 '.:n!' Q'1 l\:il ';<" o IWGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 m II ~j'-, ,';i-ll'-' "- .~ '-~ bOiii_i! ,,/ ". . ~ . "L.,. Knauer & Associates, LSC Attorneys-at-Law 411A. East Main Street, Mechanicsburg, PA 17055 Telephone: (717) 795.7790 Fax: (717) 795.7793 Email: knauer@earlv.com David W. Knauer March 15,2000 Bruce D. Foreman, Esquire Nicholas & Forman, P.C. 4409 North Front Street Harrisburg, Pennsylvania 17110-1709 Re: Don San Lee and Li Fen Lee - David W. Knauer and Knauer Associates Dear Mr. Foreman: This acknowledges receipt of your letter of March 10,2000 received via facsimile. Your letter does not accurately state the substance of our two telephone conferences. Before discussing our telephone conference, I first learned that the above parties' restaurant was not successful when Mr. or Mrs. Lee called and arranged to deliver the confession of judgment proceedings to us. Subsequent to that point in time, I received telephone calls from Mr. John Harbilis who identified himself as an accountant who was acting on behalf of Mr. and Mrs. Lee. He also indicated that he had been negotiating with David Lanza, Esquire, on behalf of Mr. and Mrs. Lee to settle the matters between them and the landlord. Ultimately, I cautioned him that in negotiating with Mr. Lanza, he might in fact be practicing law without a license. I also spoke with Mr. Lanza both with respect to the confession of judgment, what his client would take to settle the matter, and with respect to Mr. Harbilis' contact. Mr. Lanza informed me that the landlord had a history of being reasonable but would be looking fonome of the back rent, that Mr. and Mrs. Lee had not paid any rent for several months, and that Mr. Harbilis had indeed contacted him as aforesaid. Mr. Harbilis had taken the position with me that Mr. and Mrs. Lee should not have signed as individuals. I informed him that the landlord dictated the terms of the lease arrangements and that Mr. and Mrs. Lee were so informed prior to entering into the agreement with the landlord. After I spoke with Mr. Harbilis, I next heard from you. i.i'9ll\-. ~~ ~- .. ' 'If- !\,.> , . Bruce D. Foreman, Esquire Page 2 March 15,2000 . You initiated our first telephone conference when you called and posed several questions to me with respect to the file. I told you that I did not have the file in front of me but subject to that qualification, that I would seek to answer any question you had. I told you that Mr. and Mrs. Lee, in their individual capacity, had signed a lease, or an assignment of the prior tenant's lease or had given personal guarantees, and that I would review the file and get back with you. I also told you that I had explained to Mr. and Mrs. Lee in English prior to signing the lease document that they were placing their personal assets at risk. In order to be certain that they understood that information, I had my wife translate that information to them in Chinese. :;; il I In our first conversation, I told you that with a start up corporation, landlords normally require the individuals to be personally responsible for the rent. It is my understanding that you do a significant amount of real estate and you told me that you were aware that that was the standard practice. !! :i' After our first telephone conversation, I reviewed my file and placed a call to you. I informed you then that the original lease between the landlord and assignor was between the assignor individually and the landlord, that the landlord had prepared the lease assignment document, and that prior to the execution of the lease assignment I had explained to Mr. and Mrs. Lee in both Chinese and English that when they signed the lease assignment they were doing so in their individual capacities and not as a corporation. They were made fully aware that when they signed the lease assignment, they were placing their personal assets at risk. " :: 1;, r!' In addition to the lease transaction, I advised them to obtain liability insurance and to create a corporation to protect themselves against third party claims. The creation of the corporation had absolutely nothing whatsoever to do with the transaction between themselves and the landlord. It is my understanding that the claim you advanced was that Mr. and Mrs. Lee have operated the restaurant business for several months without paying any rent. A possible conclusion one might draw is that they might have been taking whatever money they took in and appropriated it to their own use instead of paying rent to the landlord. Before they stopped paying any rent to the landlord they must have had financial or legal advice, and it was not from me. lam also at a loss to understand why they simply did not mitigate their losses by ceasing to do business when they realized that the restaurant was not successful and tender the lease back to the landlord -, '. \;0. .I ' . . Bruce D. Foreman, Esquire Page 3 ,,',~ ,; March 15, 2000 I must caution you that your claim based on the manner in which they executed their lease is specious and totally without merit. I strongly urge you to review the law and consider the consequences of advancing an unmerited claim. ;;;i/ David W. Kna DWK:ahk \company\misc\03-15-00foreman,ltr '0 'j .t) i;'" t "<'.". - - "._-'''~' - ,. .-" '---,- ,. '-,' " - -~ , --~ ORIGINAL WINDSOR PARK SHOPPING CENTERS, LLP, PLAINTIFF IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V CIVIL ACTION - LAW NO. 634-CIVIL-2000 DON SAN LEE AND LI FEN LEE, INDIVIDUALLY AND T/D/B/A HUNG YD, D/B/A SUNNY GARDEN RESTAURANT, DEFENDANTS DEPOSITION OF: KENNETH BERNSTEIN TAKEN BY: PLAINTIFF BEFORE: BOBBI JO HAHN, RPR NOTARY PUBLIC DATE: JUNE 12, 2000 2:18 P.M. PLACE: JOHNSON, DUFFIE, STEWART & WEIDNER 301 MARKET STREET LEMOYNE, PENNSYLVANIA APPEARANCES: JOHNSON, DUFFIE, STEWART & WEIDNER BY: DAVID J. LANZA, ESQUIRE FOR - PLAINTIFF RECSIVED JUN 1 5 ,UUO sTtJl~RTNSOA. N....lDOlJFF/E "" IVI WEIDNER NICHOLAS & FOREMAN BY: BRUCE D. FOREMAN, ESQUIRE FOR - DEFENDANTS W:.A~' A~::::: ffl Foltz '!!It ""~ > 't":Ii<; ,,;) '" _, Natale 2080 Linglestown Road · Suite 103 · Harrisburg, PA 17110 717.540.0220 · fax 717.540.0221 · Lancaster 717.393.5101 1j'" ~, ~ it", f\ _i.'. -., ^..." iii( .- W ~ r . '~'-'.--' .--'", 0,"0 ..""~~""'li.'r'T" ,,,,,,.,, ,. .. h"-' . ._ I' (y:: if.' '--" r-u '). fit, 00 .lUll \ '3 'f] '-' . .. 1'(..U',n'{ -"."--': -"'---ill t....U ,"l CUM~~nt~S;;tW'NlA -, 'i"""" .". .",...... ..' -.- ~ -....!".. --''!';-; o WITNESSES NAME KENNETH BERNSTEIN BY: MR. LANZA BY: MR. FOREMAN EXAMINATION 3 10 EXHIBIT LETTER EXHIBITS PRODUCED & MARKED A. LEASE AGREEMENT B. LEASE ASSIGNMENT AGREEMENT 5 6 o o :~ c 0, .. " , , o 11II ,." . ,," "'F1'<~'~~ ,,~ " , ~I!II , "~' ~" , ' L>. ~_ _ ~ ..;,,,,,,,,.,- ,,," ',' ",~., " -, ~'--^"'~e-'--"'-~'iIIll'j~" ,'0,':,,' ... -~'> l'C_ ).,'~ <, Ii nc I_t, ,()il.fiY .'.c, III" I Q Uu udr; , .; I)!.'; '). 0)':~ InC', ""- 'm'c.CJ' ,"..n ,\ "UNmi C' }J~IWr..:ilL<i '.L 1...1,..... ' PENNSYLVANiA J;!'l':. ~,., _"~ ~~~, ",'~. ~"' ,J)), rIQ lII!IllIIl~", 0 1 2 3 4 5 6 o o =,~U~ ~~ "', 3 STIPULATION It is hereby stipulated by and between counsel for the respective parties that reading, signing, sealing, certification and filing are hereby waived; and that all objections except as to the form of the question are reserved until the time of trial. 7 8 KENNETH BERNSTEIN, called as a witness, being 9 duly sworn, testified as follows: 10 11 12 13 14 15 EXAMINATION BY MR. LANZA: Q This is the time and place set for the deposition of Kenneth Bernstein in the matter of Windsor Park versus Lee and Lee. Would you state your 16 name for the record? 17 18 19 20 21 22 23 24 25 Kenneth Scott Bernstein. A Q And what is your address? A 7313 Park Heights Avenue, Apartment 201, Baltimore, Maryland, 21208. Q Who do you work for? A I work for David S. Brown Enterprises. Q And how long have you worked there? A Two and a half years. Q What are your duties? o o c' ,-,. 1..--. ~. l.~ 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A I am the landlord's representative handling leasing, managing and other associated items. Q What did you do prior to working for David S. Brown? A I worked in a -- for the -- the head of David S. Brown Enterprises essentially in the retail store. Q You were a retail manager? A That's correct. Q Are you familiar with the company known as Windsor Park Shopping Center, LLP? A Yes, I am. Q What is that? A That is a center that is owned and managed by David S. Brown Enterprises. Q And how long has David S. Brown Enterprises operated that center? A I believe estimating that center has been around for approximately 20 some years. I don't know exactly, but I'm estimating. Q How long has David S. Brown been around? A I believe the -- since 1934. Q About how many centers roughly do they operate? A Oh, we own approximately 20 -- 15, 20, 25 projects; and we own and lease them. ,.," . ,.~ ~ ~ ,~ ~-".; 5 o 1 2 3 4 5 Q Okay. You familiar with the Sunny Garden Restaurant? A Yes, I am. Q And are you the custodian of the records for the file on the Sunny Garden Restaurant? 6 A Yes, I am. 7 Q Okay. What are - - what were your duties with 8 regard to the Sunny Garden Restaurant? 9 A My duties were in particular to handle the 10 leasing negotiations with the -- for the assignment of 11 the Sunny Garden Restaurant. 12 Q And you mentioned before the other projects 0 13 and and developments that David S. Brown owns. How 14 many of those do you - - do you act in the same capacity 15 for? 16 17 18 is 19 A Approximately I would say 15, 10 to 15. MR. LANZA: Okay. I'm going to give you what what I will ask to have labeled as Exhibit A. (Lease Agreement, sixteen pages, produced and 20 marked Exhibit A.) 21 BY MR. LANZA: 22 Q I think we can stipulate this is also Exhibit 23 A to the confessed judgment? 24 A Correct. 25 Q Do you recognize this? 0 _j "~- "H "-I " I =""""".-, , 6 0,' .. 1 A Yes, I do. 2 MR. FOREMAN: We'll stipulate to this 3 document. If you want to say what it is, we'll 4 stipulate to it. 5 BY MR. LANZA: 6 Q This is a lease between Windsor Park Shopping 7 Center and Chun Lam Cheng. And first of all, who is 8 the tenant on this lease? 9 A Chun Lam Cheng. 10 Q Was that an individual? 11 A That was an individual. 12 MR. LANZA: Okay. And I'm going to give you 0 13 what we will have labeled as Exhibit B. 14 (Lease Assignment Agreement, two pages, 15 produced and marked Exhibit B. ) 16 MR. FOREMAN: We'll stipulate this is Exhibit 17 B on the confessed judgment we've been using. We'll 18 also stipulate that's the lease assignment agreement 19 with regard to the Sunny Garden Restaurant at Windsor 20 Park Shopping Center entered into the date it has in 21 its preempt. 22 BY MR. LANZA: 23 Q Okay. Were you the one that negotiated this 24 lease assignment that's Exhibit B? o 25 A Yes, I was. o o o ,-I --, 7 1 2 3 4 5 6 7 8 Q And who are -- who were the tenants? A The tenants are Mr. and Mrs. Lee. Q Okay. Did you deal with the Lees directly or with their attorney? A With their attorney. Q Who was their attorney? A David Knauer. Q Were there some negotiations over the lease 9 issues? 10 11 12 13 14 15 16 17 18 19 20 A Yes, there were. Q What were those negotiations regarding? A Rent primarily. Specifically a reduction in rent as he had asked for and a one month free rent. Q Okay. So there were some back and forth on the rent? A Absolutely. Q Okay. Did anyone ever tell you that an entity known as Hung Yu was a corporation? A Q No. What did you believe that was? 21 A That was in my opinion it was a fictitious 22 name. Our understanding between myself and Mr. Knauer 23 that they were -- Mr. and Mrs. Lee were being taken on 24 as personal tenants. 25 Q Did anyone ever tell you that Sunny Garden o o o < ~ . I,,, -~,,",,<I'<' , - 8 1 was the name of the corporation? 2 A No, they did not. 3 Q Okay. Do you normally accept corporate 4 tenants without a personal guarantee or personal 5 signature? 6 MR. FOREMAN: Objection to the question. 7 What is done in the normal course by this -- this 8 management company is irrelevant to this lease. 9 BY MR. LANZA: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q You may answer. A It is our practice that we will not take on a corporation unless it is a significant corporation such as Bell Atlantic Mobile or Cellular One, something to that effect. Q Okay. And what type of due diligence would you do if you were taking on a corporation? MR. FOREMAN: Objection to the question again. It's irrelevant to this case. There was the question isn't what was done here. The question is what he would do in this theoretical case, and that's just irrelevant. BY MR. LANZA: Q Go ahead. A We need to know the assets of the corporation and exactly who the corporation is. Typically we'll o o o "-.,,,,"", _'" ,', '''~ l ". , i!IlJ1llAIoiiiW1 9 1 ask for a tax return and so forth. 2 Q Did you do any of that for any corporation 3 involved in this Sunny Garden lease? 4 A No, I did not. 5 6 7 S 9 10 11 12 13 14 15 16 17 IS 19 20 21 22 23 24 25 Q Would you have -- were you ever given any reason why you would release an individual, namely Chun Lam Cheng, in order to take on a corporation? A No. MR. FOREMAN: I'm just going to continue the same objection if Mr. Lanza doesn't mind. I won't keep stating the objection. It will be a continuing objection. BY MR. LANZA: Q You may answer. A No, specifically I was specifically told that we would not let go of Mr. Chun Lam Cheng for a -- for -- unless we had a personal -- we were taking on a personal guarantee with this assignment. Q Okay. Okay. Do you normally tell tenants when you have personal tenants that they are signing on their personal behalf? A Absolutely, yes. Q Was that the discussion here with Mr. Knauer? A Yes, it was. Q Okay. Have you received any rent since o o o ., , '" r., ..i_~ , ' _>,. H 1iIIl..iI'h.. - ._....". i -'>-, , 10 1 2 October of 1999? A Not that I am aware of. 3 MR. LANZA: Okay. Those are all the 4 questions I have. 5 EXAMINATION 6 BY MR. FOREMAN: 7 Q Mr. Bernstein, the first paragraph of the 8 lease assignment agreement that you were just shown 9 indicates an individual name as tenant, does it not? 10 11 12 13 14 A Under the lease assignment, that is correct, or the lease agreement. Q The lease assignment agreement, yes. A The lease assignment Q agreement. I think that's shown to you as 15 exhibit 16 A That is correct. 17 Q And the name is Chun Lam Cheng; is that 18 correct? 19 A That is correct. 20 21 22 23 Q And whenever in the agreement the word tenant is used it's referring to Chun Lam Cheng; is that correct? A That is correct. 24 Q Okay. I'd -- I thought you testified that 25 the tenant in this lease assignment agreement is Mr. .. o o o , '-,' I". , , ~- ...d~ 11 1 and Mrs. Lee. But the tenant in this lease assignment 2 agreement is Chun Lam Cheng, is it not? 3 MR. LANZA: Object to the legal conclusion 4 called for in the question. You may answer. 5 MR. FOREMAN: I mean that's what I thought he 6 said. The record will indicate what he said but -- 7 8 9 10 11 12 13 14 15 16 MR. LANZA: But-- BY MR. FOREMAN: Q Okay. But is it correct throughout the word tenant is used it refers not to Mr. and Mrs. Lee but to Chun Lam Cheng; is that correct? A Correct. Q Now, in first the preamble, it also identifies somebody as landlord, correct? A Correct. Q And that's Windsor Park Shopping Centers 17 Partnership? 18 19 20 A Q A Correct. And basically you were acting as their agent? Correct. 21 Q So throughout the agreement whenever it 22 speaks about landlord, it's speaking about your 23 principal? 24 25 That's correct. All right. Then finally the third party to A Q ,...."" o 7 8 9 10 11 12 0 13 14 15 16 17 18 19 20 21 22 23 24 o .>. ;..-j, '" -'-., --"-'- 12 1 2 3 this agreement is identified as assignee; is that correct? A Correct. 4 Q And the assignee is identified in this first 5 sentence as Hung Yun d/b/a Sunny Garden Restaurant; is 6 that correct? A That's correct. Q Is there anywhere in this lease assignment agreement where there is any -- this is just a two page document? A Uh-huh. Q And you're A Right. Q -- familiar with this? A Correct. Q In fact, I guess you helped write this? A Yes. Q Is there anywhere in this lease assignment agreement where it speaks about -- explicitly speaks about the right to confess judgement? MR. LANZA: I'm going to object here as to calling for a legal conclusion insofar as the lease would incorporate the original lease and all of the duties as an assignment, the legal effect of an 25 assignment of a prior lease. Whether or not it 0 1 2 3 4 5 6 o o , " I l ......~"-. 13 mentions the words in the assignment or -- or in the -- in this document or not, I think you're calling for a legal conclusion which would relate to whether or not there was an assignment. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY MR. FOREMAN: Q And I'll maybe my question is not as clear as it should be. I'm not asking for a legal conclusion. I'm asking you is there any explicit mention in this two page document of the right to confess judgment? A No, not that I'm aware of, no. Q A Q But you've read the document? I have read it, yes. Now, is it correct that in the course of dealings over lease -- lease terms and lease assignments the only document that was signed by Mr. and Mrs. Lee is this lease assignment agreement that we're now looking at? A Correct. Q The original lease, were you part of that? A No, I was not. Q Okay. But in your records, you have the original lease between Windsor Park Shopping Centers Partnership and Chun Lam Cheng? A Yes. o o o ,-, cd. Co,'. Lo ,--,> -,-' t," , ......,- 14 1 2 3 4 5 6 Q Okay. That's the Exhibit A that we looked at? A Correct. Q And you would agree that Mr. and Mrs. Lee are not part of that document? A That is correct. 7 Q Okay. S MR. LANZA: Again, I think it calls for a 9 legal conclusion as to -- when you say they're not part 10 of that document, the -- the Exhibit B specifically 11 contains an assumption of all the contents of that 12 13 14 15 16 17 18 19 20 21 22 23 24 25 document. BY MR. FOREMAN: Q I'm not trying -- withdrawal my question. To the best of your knowledge, Mr. and Mrs. Lee were not involved when -- in 1997 when the original lease was created; is that correct? A That's correct. Q And it may have been included in the lease assignment agreement but Mr. and Mrs. Lee never signed the original lease agreement? A That is correct. Q Okay. Now, did you ever have direct negotiations or conversations with Mr. and Mrs. Lee? A No, I did not. " ~~--, 15 0 1 Q Okay. 2 were Chinese? 3 A Yes, o o Were you aware that Mr. and Mrs. Lee 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 I was aware that they were foreign; but I think he told me Mandarin or something to that effect. But I was aware. Q You understood Mandarin to be a Chinese? A Yes, uh-huh. Q And you understood that Mr. and Mrs. -- did you understand that Mr. and Mrs. Lee were not native speaking English persons? A Yes. Q Were you present when Mr. and Mrs. Lee signed the lease assignment agreement? A No, I was not. Q Okay. You really don't know what was told to them about the agreement? Between their between their attorney A and and themselves? Q A Yeah, you don't know what was said to them? I do not know what was said between their 21 attorney and themselves. No, I do not. 22 Q Your negotiations were with the attorney? 23 A That is correct. 24 Q Now, you said that you normally tell certain 25 things to a tenant. I believe you said that in your -- o o 0...... " , '.d.......'., 16 1 in your testimony. But you did not tell anything 2 directly to these tenants, Mr. and Mrs. Lee? 3 A No, I did not. 4 Okay. Do you know or how -- do you believe Q 5 that Mr. and Mrs. -- well, in what -- okay. Do you 6 believe the lease assignment agreement gives Mr. and 7 Mrs. Lee notice that a judgment could be confessed 8 against them? 9 Because specifically it was explained to -- A 10 between a conversation between Mr. Knauer and myself 11 that these two were being taken on as personal 12 signatures on this lease. 13 Q Okay. When Mr. and Mrs. Lee were negotiating 14 through their attorney for this lease assignment 15 agreement, did you -- did you perform some due 16 diligence to determine their financial ability to make 17 payments? 18 No, I specifically did not because we were A 19 taking them on as a husband and wife. 20 Okay. As a personal guarantee? Q 21 Correct, as a husband and wife. A 22 Q Okay. So then you didn't have any idea 23 whether that -- what the financial viability of that 24 what you believe to be personal guarantee was? 25 Specifically, no; but I was told -- and A o o o ,;', ..,". ~ ~ > ',~ 17 """".....~-, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 and we were not going to take on a corporation -- a fictitious corporation over a personal signature, to give up a personal signature. Q Okay. But you didn't do anything to check to see what their -- A No, I did not. Q -- financial status was? A Specifically, no, I did not. I believe to the best of my recollection -- recollection that Mr. Knauer said that they were financially able to -- that they had some experience or something to that effect; but no, I did not do any background check on them. Q Well, you were present today when there was testimony that Mr. and Mrs. Lee had worked previously in Chinese restaurants; and I believe the testimony was that Mr. Lee was a cook and Mrs. Lee was a waitress. Do you recall that? A Yes. Q Okay. So that would be restaurant experience? A Uh-huh. Q Now, would you agree that that restaurant experience would not necessarily equate to financial 24 ability to make payments? 25 MR. LANZA: I think that's a -- first of all, o o o " ~'~i..w.,_, 18 1 I think it's a speculation, calls for speculation. And 2 secondly, I think financial ability I don't think was 3 raised in your petition to open. I think we're getting 4 into a new area there. 5 MR. FOREMAN: The only reason I ask the 6 question is because -- it wasn't objected to. I 7 believe Mr. Bernstein said if there was -- if he had 8 thought it was a corporation he would have checked 9 financial viability; but I'll withdraw the question. 10 I'm not sure it's -- it really matters anyway. I have 11 no further questions. 12 MR. LANZA: I don't have any further 13 questions of the witness. I would just at this point 14 put on the record moving for my admission of my 15 exhibits. 16 MR. FOREMAN: Which we agree to. 17 MR. LANZA: I'm going to object just to the 18 extent that an argument is made. It sounds like an 19 argument might be in the works as far as an objection 20 that there's no actual confession in the assignment 21 because that did not appear in the petition to open the 22 judgment. I would also ask we can stipulate that there 23 is actually no corporation filed in the Department of 24 State by the name of -- by the name of Hung Yun. 25 MR. FOREMAN: Let me just give me a 18 19 have. 20 21 p.m. .) 22 23 24 0 25 0.' .. o .- , .- '" ^~. .,. ~"~",; 19 1 minute. 2 MR. LANZA: Okay. Okay. I searched the 3 Corporation Bureau of Records and found nothing. It's 4 kind of impossible to prove a negative. That's why I 5 bring it in in this context. 6 MR. FOREMAN: If you want to put on the 7 record you searched the records and it's not there, I 8 don't contest that. 9 MR. LANZA: You've seen nothing? You don't 10 have anything yourself? 11 MR. FOREMAN: There was a corporation, but I 12 -- I didn't search it myself. Someone in my office 13 searched. If you've searched it, Dave, I'm sure you 14 searched it. 15 MR. LANZA: Okay. 16 MR. FOREMAN: We don't have somebody from the 17 Corporation Bureau to testify. MR. LANZA: Okay. All right. That's all I (Whereupon, the deposition concluded at 2:35 ~ o o o , -" ---- 20 1 2 3 COUNTY OF PERRY SS 4 COMMONWEALTH OF PENNSYLVANIA : 5 6 I, Bobbi Hahn, a Notary Public, authorized to administer oaths within and for the Commonwealth of 7 Pennsylvania, do hereby certify that the foregoing is the testimony of KENNETH BERNSTEIN. 8 I further certify that before the taking of 9 said deposition, the witness was duly sworn; that the questions and answers were taken down stenographically 10 by the said Reporter-Notary Public, and afterwards reduced to typewriting under the direction of the said 11 Reporter. 12 I further certify that the said deposition was taken at the time and place specified in the 13 caption sheet hereof. 14 I further certify that I am not a relative or employee or attorney or counsel to any of the parties, 15 or a relative or employee of such attorney or counsel, or financially interested directly or indirectly in 16 this action. 17 I further certify that the said deposition constitutes a true record of the testimony given by the 18 said witness. 19 IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of June, 2000. 20 Wa~i/ Bobbi Jo Hahn, RPR Notary Public 21 I . Notarial Seal Bobbi Jo Hahn. Notary Public Liverpool Boro, Perry County My Commission Expires March 10,2001 Member, Pennsyivania Association of Notaries 22 23 24 25 o c o ~. ' --~,' Multi-PageTM 10 - DUFFlE KENNETH BERNSTEIN, 2:11 5:19 6:14 bring [11 19:5 8:1 8:12 8:12 -1- 6:18 10:8 10:11 Brown [7] 3:22 4:4 8:16 8:24 8:25 10[2] 10:12 ]0:14 10:20 4:6 4:14 4:15 9:2 9:7 17:1 2:5 5:16 10:25 11:2 11:2] 4:20 5:13 17:2 18:8 ]8:23 12[1] ]:12 ]2:1 12:9 12:19 BRUCE [1] 1:20 ]9:3 19:11 19:17 13th [1] 20:19 13:17 ]4:20 14:21 correct [30] 4:8 15 [3] 4:24 5:16 ]5:13 ]5:16 16:6 Bun:au [2] 19:3 19:]7 5:24 10:10 10:16 5:16 ]6:15 10:18 10:19 10:22 1934[1] 4:2] ahead [1] 8:23 -C- 10:23 11:9 11:11 1997[1] 14:]6 answer[3] 8:10 9:14 calls [2] 14:8 18:] 11:]2 11:14 ]1:15 ]1:4 11:18 11:20 11:24 1999[1] 10:] capacity [1] 5:14 12:2 12:3 12:6 answers [1] 20:9 caption [1] 20: 13 12:7 12:15 13:14 -2- anyway [1] 18:10 case [2] 8:18 8:20 13:19 14:3 14:6 Apartment [1] 3:]9 Cellular [1] 8:13 ]4:17 14:18 14:22 20[3] 4:18 4:24 appear [1] 18:2] ]5:23 16:2] 4:24 APPEARANCES [1] center [6] 4:10 4:13 counsel [3] 3:3 4:16 4:17 6:7 2000 [2] ]:12 20:19 1:17 6:20 20:]4 20:15 201 [1] 3:19 area [1] 18:4 centers [4] ]:2 4:22 COUNTY [2] ]:2 21208[1] 3:20 argument [2] ]8:]8 11:]6 13:23 20:3 25[1] 4:24 18:]9 certain [1] ] 5:24 course [2] 8:7 13:14 2:18[1] 1:13 assets [1] 8:24 certification [1] 3:4 COURT [1] 1:1 2:35[1] ]9:20 assignee [2] 12:] certify [5] 20:7 20:8 created [1] ]4:17 12:4 20:12 20:14 20:]7 CUMBERLAND [1] -3- assignment [24] 2:11 check [2] ]7:4 17:]2 1:2 3 [1] 5:10 6:14 6:]8 checked [1] 18:8 custodian [1] 5:4 2:4 6:24 9:18 10:8 301 [1] 1:]5 10:10 10:12 10:13 Cheng [0] 6:7 6:9 -D- ]0:25 ]]:1 12:8 9:7 9:16 10:17 -5- ]2:18 ]2:24 12:25 10:21 11:2 II:]] D[I] 1:20 13:1 13:4 13:17 13:24 d/b/a [2] 1:6 12:5 5[1] 2:]0 ]4:20 ]5:13 16:6 Chinese [3] 15:2 date [2] 1:12 6:20 16:14 18:20 15:6 17:15 -6- assignments [1] 13:16 Chun [0] 6:7 6:9 Dave [1] 19:13 associated [1] 4:2 9:6 9:16 10:17 David [0] 1:18 3:22 6[1] 2:11 assumption [1] 10:21 11:2 11:11 4:3 4:5 4:14 634-ClVlL- 2000 [1] 14:11 13:24 4:15 4:20 5:13 1:4 Atlantic [1] 8:13 ClVlL [1] 1:3 7:7 attorney [0] 7:4 clear [1] 13:6 deal [1] 7:3 -7- 7:5 7:6 15:17 COMMON [1] dealings [1] 13:15 15:21 15:22 16:14 1:1 DEFENDANTS [2] 7313[1] 3:19 20:14 20:15 Commonwealth [2] 20:4 1:7 1:21 authorized [1] 20:6 20:6 Department [1] 18:23 -A- Avenue [1] 3:19 company [2] 4:9 8:8 deposition [6] 1:9 ability [3] 16:16 17:24 aware [5] 10:2 13:11 concluded [1] 3:14 19:20 20:9 18:2 15:1 15:3 15:5 19:20 20:12 20:17 able [1] 17:10 conclusion [5] 11:3 determine [1] 16:16 12:22 13:3 13:8 Absolutely [2] 7:16 -B- 14:9 developments [1] 5:13 9:22 B[6] 2:11 6:13 confess [2] 12:20 13:10 diligence [2] 8:15 accept [1] 8:3 6:15 6:17 6:24 confessed [3] 5:23 16:16 act [1] 5:14 14:10 6:17 16:7 direct [1] 14:23 acting [1] 11:19 background [1] 17:12 confession [1] 18:20 direction [1] 20:10 action [2] 1:3 20:16 Baltimore [1] 3:20 constitutes [1] 20:17 directly [3] 7:3 actual [1] 18:20 beha1f[I] 9:21 contains [1] 14:11 16:2 20:15 address [1]3:18 Bell [1] 8:13 contents [1] 14:11 discussion [1] 9:23 administer [1] 20:6 Bernstein [8] 1:9 contest [1] 19:8 document [0] 6:3 2:3 3:8 3:14 12:10 13:2 13:9 admission [1] 18:14 3:17 10:7 18:7 context [1] 19:5 13:12 13:16 14:5 afterwards [1] 20:10 20:7 continue [1] 9:9 14:10 14:12 again [2] 8:18 14:8 best [2] 14:15 17:9 continuing [1] 9:11 doesn't [1] 9:10 against [1] 16:8 between [0] 3:2 conversation [1] 16:10 DON [1] 1:4 agent [1] 11:19 6:6 7:22 13:23 conversations [1] ]4:24 done [2] 8:7 8:19 agree [3] ]4:4 ]7:22 15:17 15:17 15:20 cook [1] 17:]6 down [1] 20:9 ]8:]6 16:10 16:10 corporate [1] due [2] 8:]5 16:15 Bobbi [3] 1:11 20:6 8:3 agreement [23] 2:10 corporation [16] DUFFlE [2] 1:]4 20:21 7:18 HUGHES, ALBRIGHT, ~OLTZ & NATALE 717-540-0220\717-393-5101 Index Page I ..ill".. 1_..,..' .._"-_...~,._-"..- "......,.....~" ,'~ ,.. ""'" .....i&: , ~~- . duly - negotiations KENNETH BERNSTEIN Multi-pagelM 1:18 FOREMAN [191 1:20 irrelevant [3] 8:8 14:20 14:24 15:1 duly [2J 3:9 20:9 ]:20 2:5 6:2 8:18 8:21 ]5:9 ]5:]2 ]6:2 duties [4] 3:25 5:7 6:16 8:6 8:17 issues [I] 7:9 ]6:7 16:13 17:14 5:9 12:24 9:9 10:6 11:5 items [I] 4:2 17:16 17:16 11:8 13:5 14:13 Lees [I] 7:3 ]8:5 18:16 18:25 legal [0] 11:3 12:22 -E- 19:6 19:11 19:16 -1- 12:24 13:3 13:7 effect [41 8:14 12:24 fonn[l] 3:5 1[1] 1:18 14:9 15:5 17:11 forth [2] 7:14 9:1 10[2] 1:11 20:21 LEMOYNE[11 1:15 employee [21 20:14 found [I] 19:3 IOHNSON [2] 1:14 LETTER [I] 2:9 20:15 free [I] 7:13 1:18 LI[I] 1:4 English [I] 15:10 judgement [I] 12:20 LLP[21 1:2 4:10 entered [I] 6:20 -6- judgment [5] 5:23 100ked[l] 14:1 Enterprises [4] 3:22 Garden[911:6 5:1 6:17 13:10 16:7 looking [I] 13:18 4:6 4:14 4:15 5:5 5:8 5:11 18:22 entity [I] 7:18 6:19 7:25 9:3 Iune [21 1:12 20:19 -M- equate [I] 17:23 12:5 ESQUIRJE [2] ]:18 gIven [2] 9:5 20:]7 -K- managed [I] 4:13 1:20 guarantee [4] 8:4 keep [I] 9:10 management [I] 8:8 essentially [1] 4:6 9:18 16:20 16:24 Kenneth [0] 1:9 manager [I] 4:7 estimating [2] 4:17 guess [I] ]2:16 2:3 3:8 3:14 managing [I] 4:2 4:]9 3:17 20:7 Mandarin [2} 15:4 exactly [2J 4:19 8:25 -H- kind [I] 19:4 15:6 EXAMINATION [3] Hahn [3] 1:11 20:6 Knauer [5] 7:7 7:22 marked [3] 2:9 5:20 2:2 3:]] 10:5 20:21 9:23 16:10 17:10 6:15 except [I] 3:5 half[IJ 3:24 knowledge [I] 14:15 MARKET [I] 1:15 exhibit [11] 2:9 hand [I] 20:19 known [2] 4:9 7:]8 Maryland [I] 3:20 5:18 5:20 5:22 matter [11 3:14 6:13 6:15 6:16 handle [I] 5:9 -L- matters [I] 18:10 6:24 10:]5 14:1 handling [I] 4:1 14:10 head [I] 4:5 labeled [2] 5:18 6:13 may [4] 8:10 9:14 exhibits [21 2:8 Heights [I] Lam [9] 11:4 14:19 3:19 6:7 6:9 18:15 helped [I] 12:16 9:7 9:16 10:17 mean [11 11:5 experience [3] 17:11 10:21 11:2 11:11 mention [II 13:9 17:20 17:23 hereby [3] 3:2 3:4 13:24 mentioned [I] 5:12 20:7 explained [I] 16:9 hereof [I] 20:13 landlord [2] 11:14 mentions [I] 13:1 explicit [1] 13:8 hereunto [I] 11:22 might 11] 18:19 20:19 explicitly [I] 12:19 landlord's [I] 4:1 mind [I] 9:10 Hung [4] 1:5 7:18 extent [I] 18:18 12:5 18:24 Lanza[24] 1:18 2:4 minute [I] 19:1 husband [2] 3:12 5:17 5:21 Mobile[118:13 16:19 6:5 6:12 6:22 -F- 16:21 8:9 8:22 9:10 month [I] 7:13 fact [I] 12:]6 9:13 10:3 11:3 moving [I] 18:14 familiar [3] 4:9 -1- 11:7 12:21 14:8 Mrs[19] 7:2 7:23 5:1 12:14 idea [I] 17:25 18:12 ]8:17 11:1 11:10 13:17 16:22 19:2 19:9 ]9:15 14:4 14:15 14:20 far [I] 18:19 identified [2] 12:1 19:18 ]4:24 15:] 15:8 FEN [I] 1:5 12:4 LAW [I] 1:3 15:9 15:12 16:2 fictitious [2] 7:21 identifies [I] 11:14 lease [37] 2:10 2:11 16:5 16:7 16:13 17:2 impossible [I] 19:4 4:25 5:19 6:6 17:14 17:16 file [I] 5:5 included [I] 14:19 6:8 6:14 6:18 filed [I] 18:23 incorporate [I] 12:23 6:24 7:8 8:8 -N- 9:3 10:8 10:10 filing [11 3:4 indicate [I] 11:6 10:]1 10:]2 10:13 name [S] 2:2 3:16 finally[l] 11 :25 indicates [I] 10:9 10:25 11:1 12:8 7:22 8:1 10:9 financial [0] 16:16 indirectly [1] 20:15 12:18 12:22 12:23 10:17 18:24 18:24 16:23 17:7 17:23 individual [4] 6:10 12:25 13:15 13:15 namely [I] 9:6 18:2 18:9 6:11 9:6 10:9 13:15 13:17 13:20 native [I] 15:9 financially [2] 17:10 INDIVIDUALLY [I] 13:23 14:16 14:19 necessarily [I] 17:23 20:15 14:21 15:13 16:6 first [51 1:5 16:12 16:14 need [I] 8:24 6:7 10:7 insofar [I] 12:22 leasing [21 4:2 negative [I] 19:4 11:13 12:4 17:25 5:10 follows [I] 3:9 interested [I] 20:]5 Lee [22] ]:4 1:5 negotiated [I] 6:23 foregoing [I] 20:7 involved [21 9:3 3:15 3:15 7:2 negotiating [I] 16:13 foreigu [I] 15:3 14:16 7:23 11:1 11:10 negotiations [5] 5:10 13:17 14:4 ]4:15 Index Page 2 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 ~,,-~-- --~,'- ,,~, .. 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",- - - , I o o o If: . ,.- -------~ Multi-Page TM , never - under KENNETH BERNSTEIN o 7:8 7:11 14:24 perform [I] 16:15 rent [5] 7:12 7:13 SS[11 20:3 15:22 PERRY [II 20:3 7:13 7:15 9:25 state [2] 3:15 18:24 never [I] 14:20 personal [121 7:24 Reporter [II 20:11 stating [I] 9: 11 new [I] 18:4 8:4 8:4 9:17 Reporter-Notary [II status [I] 17:7 NICHOLAS [I] 1:20 9:18 9:20 9:21 20:10 stenographically [I] normal [I] 8:7 16:11 16:20 16:24 representative [II 4:1 17:2 17:3 20:9 normally [31 8:3 reserved [I] 3:6 STEWART [21 1:14 9:19 15:24 persons [I] 15:10 respective [II 3:3 1:18 Notary[3] 1:11 20:6 petition [2] 18:3 restaurant [91 1:6 stipulate [61 5:22 20:22 18:21 5:2 5:5 5:8 6:2 6:4 6:16 nothing [2] 19:3 place [3] 1:14 3:13 5:11 6:19 12:5 6:18 18:22 19:9 20:12 17:19 17:22 stipulated [I] 3:2 notice [I] 16:7 PLAINTIFF [31 1:2 restaurants [II 17:15 STIPULATION [1]3:1 1:10 1:19 now [6] 11:13 13:14 PLEAS [1]!:1 retail [2] 4:6 4:7 store [I] 4:6 13:18 14:23 15:24 return [I] 9:1 STREET [I] 1:15 point [II 18:13 17:22 right [5] 11:25 12:13 such [2] 8:12 20:15 practice [II 8:11 12:20 13:9 19:18 -0- preamble [II 11:13 roughly [I] Sunny [91 1:6 5:1 4:22 5:5 5:8 5:11 oaths [II 20:6 preempt [11 6:21 RPR [21 1:11 20:21' 6:19 7:25 9:3 object [31 11:3 12:21 present [2115:12 17:13 12:5 18:17 previously [I] 17:14 -S- sworn [21 3:9 20:9 objected [11 18:6 primarily [I] 7:12 S[1J 3:22 4:3 objection [61 8:6 principal [I] 11:23 4:6 4:14 4:15 -T- 8:17 9:10 9:11 produced [3] 2:9 4:20 5:13 TIDIBIA [I] 1:5 9:12 18:19 5:19 6:15 SAN [11 1:4 taking [4] 8:16 9:17 objections [I] 3:5 projects [21 4:25 Scott [II 3:17 16:19 20:8 October [11 10:1 5:12 sealing [I] 3:4 tax [I] 9:1 office [II 19:12 prove [I] 19:4 search [I] 19:12 tenant [1] 6:8 10:9 one [31 6:23 7:13 Public [41 1:11 20:6 searched [5] 19:2 10:20 10:25 11:1 8:13 20:10 20:22 19:7 19:13 19:13 11:10 15:25 open [21 18:3 18:21 put [21 18:14 19:6 19:14 tenants [717:1 7:2 operate [I] 4:23 secondly [I] 18:2 7:24 8:4 9:19 operated [I] 4:16 -Q- see [11 17:5 9:20 16:2 opinion [11 7:21 questions [4] 10:4 sentence [II 12:5 terms [II 13:15 order [11 9:7 18:11 18:13 20:9 set [2] 3:13 20:19 testified [2] 3:9 10:24 original [51 12:23 sheet [11 20:13 testify [I] 19:17 13:20 13:23 14:16 -R- Shopping [61 1:1 testimony [5] 16:1 14:21 raised [II 18:3 4:10 6:6 6:20 17:14 17:15 20:7 own [2] 4:24 4:25 read [2] 13:12 13:13 11:16 13:23 20:17 owned[l] 4:13 reading [I] 3:3 shown [21 10:8 10:14 themselves (2] 15:18 owns [I] 5:13 really[2] 15:15 18:10 signature [31 8:5 15:21 17:2 17:3 theoretical [II 8:20 -P- reason [21 9:6 18:5 signatures [II 16:12 received [II 9:25 third [I] 11:25 signed [3] 13:16 14:20 p.rn[21 1:13 19:21 recognize [I] 5:25 15:12 thought [3] 10:24 11:5 page [21 12:9 13:9 recollection [2] 17:9 significant [I] 18:8 8:12 through [11 16:14 pages [2] 5:19 6:14 17:9 signing [21 3:4 9:20 paragraph [II 10:7 record [5] 3:16 11:6 throughout [2] 11:9 sixteen [II 5: 19 11:21 Park [81 1:1 3:15 18:14 19:7 20:17 Someone [I] 3:19 4:10 6:6 records [415:4 13:22 19:12 today [I] 17:13 6:20 11:16 13:23 19:3 19:7 sounds [II 18:18 trial [I] 3:6 part [31 13:20 14:5 reduced [II 20:10 speaking [21 11:22 true [I] 20:17 14:9 reduction [I] 7:12 15:10 trying [II 14:14 particular [II 5:9 referring [I] 10:21 speaks [31 11 :22 12:19 two [5] 3:24 6:14 parties [21 3:3 20:14 12:19 12:9 13:9 16:11 refers [II '11:10 specifically [8] 7:12 Partnership [2] 11:17 regard [2] 5:8 6:19 9:15 9:15 14:10 type [I] 8:15 13:24 regarding [I] 7:11 16:9 16:18 16:25 typewriting [I] 20:10 party [II 11:25 relate [I] 13:3 17:8 Typically [II 8:25 payments [21 16:17 relative [2] 20:14 specified [I] 20:12 17:24 20:15 speculation [21 18:1 -u- Pennsylvania [4] 1:2 release [I] 9:6 18:1 upder [2] 10:10 20:10 1:15 20:4 20:7 '- ~;"~'.I-' o o HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 3 -- .li!t:LJi[ iiiI "~ ~~- '.....i =~..~ '1~!i.4Ilk ,1_'~~~l"""'.""'''''''.i''''''''''''"'' understand - Yun KENNETH BERNSTEIN Multi-Page 1M un.derstarnd [1] ]5:9 understood [2] 15:6 15:8 unless [2] 8:12 9:17 up [1] 17:3 used [2] 10:21 ]l:!0 usmg[I] 6:]7 -v- V[I] 1:3 versus [I] 3:]5 viability [2] ]6:23 18:9 -w- waitress [L] 17:16 . waived [IJ 3:5 WEIDNER [2] 1:]4 1:18 WHEREOF [I] 20:19 wife [2] ]6:19 16:21 Windsor [7) l:! 3:15 4:10 6:6 6:]9 ]1:16 13:23 withdraw [1] ]8:9 withdrawal [1] ]4:]4 within [1] 20:6 without [I] 8:4 witness [5] 3:8 ]8:13 20:9 20:18 20:]9 WITNESSES [1] 2:] word [2] 10:20 11:9 words [1] 13:] worked [3] 3:23 4:5 ]7:14 works [I] 18:]9 write [I] ]2:16 -Y- years [2] 3:24 4:18 yourself [1] 19:10 YU[2] 1:5 7:18 Yun[2] ]2:5 ]8:24 V/i'J\1'fIl) tNN3d Al~'n(y\. C', ~r])~J9),'1In:J 1'411...,./ iO:2 :t! I- '("0 Icod 01 ,"-d I ili I." ""-. Itlvy,:,">,. \' ,\ I,~:>~:;~I.:.;,~ I:J'I.'. ' Index Page 4 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 ...n. ~ .p-> ,," ,'" "'~" ~ ." ^. " " '--,- -" ," "I I o o o tt "-~"~ ~ "".~ - . " -, ~ ..l...,~_, "\. LEASE AGREEMENT This LEASE, Made April ~/ ,1997.by and between WINDSOR PARK SHOPPING CENTERS PARTNERSHIP, hereinafter called "Landlord", and CHUN LAM CHENG, hereinafter called UTenant".. [/10 That in consideration of the mutual prc~' es herein contained, the Landlord hereby renbs. to the Tenan , and the latter does hereby rent from the former, the prem ses described as 5202 Simpson Ferry Road, suites>!P-1 108 & 10 , Mechanicsburg, PA 17055, containing an agreed-upon amount of 4800 square feet, said premises being outlined in red on the attached Plat marked Exhibit "A", and made a part hereof, (and hereinafter called the "Leased Premises II or the "Demised premisesu or the "premises") for the term of ten (10) years beginning o~the commencement date as hereinafter defined. ' WITNESSETH: tv The occupancy date, whenever used herein, shall be the later to occur of the following: (a) the date when the premises are rea'!-y for occupancy; (b) the. date when the Tenant shall take ')111"1-1 possess1on of or occupy the prem1ses; or (c) May 1, 1997. The--7 premises shall be deemed ready for occupancy when the work to be done by the Landlord is substantially completed inCluding common areas (interior and exterior) or would have been except for delay due to Tenant or the obligations of Landlord hereunder. The ~~~ commencement date for rent purposes, whenever used herein, shall . ~\ {.... be l',ugust 1, 1997. The cdmmencement date for lease term ~ 'lolrl~1 -91-:;0/01 purposes, whenever used herein, shall be the next succeeding first of a month after the rent commencement date provided, however, ,this rent commencement date itself is not already a first of the month. 1. Rent: The total annual rental for the first year of the term shall be Fifty-Two Thousand Eight Hundred Dollars ($52,800.00), which the Tenant covenants to pay in advance in equal monthly installments of Four Thousand Four Hundred Dollars ($4,400.00), the first;installment of which, pro rated if the commencement date is other that the first day of a calendar month, is due and payable on the commencement.date, with subsequent installments due and payable on the first day of each calendar month thereafter until the total rent provided for is paid. The Tenant covenants to pay concurrently with the signing hereof, the sum of Four Thousand Four Hundred Dollars ($4,400.00), to be credited to the first month's rent under this Lease as above provided. The total annual rent in each subsequent year of this lease shall be as follows: 2 3 4 5 6 7 8 9 10 $52,800.00 $52,800.00 $57,600.00 $57,600.00 $57,600.00 $62,400.00 $62,400.00 $62,400.00 $67,200.00 Monthlv Rent $ 4,400.00'.'710Ithe-'i"/3ol" $ 4,400.00 . $ 4,800.00.. I I J $ 4,800.00 10" oo-q3'0~ $ 4,800.00 $ 5,200.0[) { J $ 5,200.00 101,10, -q ,0 ,~ $ 5,200.00 I 1 $ S,600.001of! oc.. - orl?"o 0"1 Year Annual Rent 2. PaYment. Late Charae. Time of Essence: The Tenant covenants to pay the rent as herein provided without deduction whatsoever, and without any obligation on the Landlord to make demand for it. To any installment of rent EX~' BU /;/. ur ~-/:tJ ~"--<<"~"~'" \-, ,,,L.,,,,,,;.,,Lo .,'.~ _' 1 ~ -~ '" - <. - - accruing hereunder and any other sum payable hereunder, if not paid when due, shall be added a late charge of five (5%) percent of the amount overdue, for each month toe payment is late. Time is of the essence in this lease. Payments shall be made to Landlord at the address set forth herein on the notice address. 3. Real Estate Taxes: (a) Tenant covenants and agrees to pay Landlord within thirty (30) days of Landlord's notice to Tenant, as additional rent, Tenant's proportionate share, being equal to 4.37% of such amount due, of any real' estate taxes assessed against the land and/or building(s) in which the premises are included. If this Lease shall be in effect for less than a full fiscal year, Tenant shall pay a prorated share of the taxes, based upon the number of months that this Lease is in effect. "Taxes" as used herein shall include, but not by way of limitation, all paving taxes, special paving taxes, school taxes, personal property taxes, sewer rents and- any and all other benefits or assessments which may be levied on the premises or the land or bui1ding(s) in 'which the same are situate, but shall not include any income tax.on the income or rent payable hereunder. Any reasonable expense incurred by Landlord in contesting any real estate tax shall be included as an item of taxes for the purpose of computing additional rent due the Landlord. In the event the "Real Property" is not separately assessed the parties hereto shall agree on an assessment figure which shall become the figure for the Base Year. (b) Land1brd shall have the option, upon written notice to Tenant to collect, together with the monthly payment of rent hereunder, an amount equal to one-twelfth (1/12) of Tenant's proportionate share of the estimated real estate taxes due for the next succeeding fiscal year so that Landlord shall have an amount sufficient to pay such taxes when due. Appropriate adjustments shall be made between Landlord and Tenant upon the determination of the actual amount of such taxes. (c) The first "Lease Year" is defined as the first twelve (12) full calendar months of the term; subsequent Lease Years are'subsequent twelve (12) month periods. 4. Care of Premises: (a) The Tenant agrees that he will take good care of the Leased Premises, fixtures, and appurtenances, inclUding exterior doors and windows, window frames, hardware and the like, and gas and electric meters, plumbing, heating and air conditioning equipment (inclUding that on the exterior of the Demised Premises), and keep same in good order and repair throughout the term of this Lease, and suffer or permit no waste or injury; Landlord shall assign to Tenant, for the benefit of the Tenant, to the extent they are assignable, any warranties on such equipment furnished Landlord by the seller and/or provider thereof; that Tenant will conform to all laws, orders, and regulations of the Federal, state, County and City authorities, or any of their departments, and will not, through its own act or neglect, cause any situation to exist in or about the Leased Premises which would constitute a violation of any applicable Federal, State, County, or city Code Regulation or Ordinance governing use, occupancy, health, sanitation, or fire; that he will not do, or permit anything to be done, in the premises which will in any way increase the rate of fire insurance on the building, or conflict with the fire insurance policies on the building; that he will save harmless the Landlord from any liability arising from injury to person or property caused by any act or omission of Tenant, his agents, employees or guests; that he will repair at or before the end of the term, or sooner if so requested by the Landlord, all injury done by the installation or removal of furniture or other property, and will surrender the 2 ~ ~~ "" ~. -- " -~ ~ '~ -a..--- Leased Premises at the end of the term broom cleaned in as good condition as they were at the beginning of the term, ordinary wear and tear and casualties by fire and elements excepted. In the event of any increase in insurance as a result of the failure of the Tenant to comply with the provisions of this Paragraph, the Tenant will pay the amount of such increase as additional rent within thirty (30) days after the Landlord's written demand. Nothing in this Paragraph shall be deemed to place upon the Tenant any obligation to make structural repairs, improvements or changes which may be required by any governmental body, provided the same are not required by the T.en~pt's use of the premises. The Landlord shall be under no liability to the Tenant for any discontinuance of heat, air conditioning, and hot water unless due to Landlord's negligence. The Landlord shall not be liable for any loss or damage to the Tenant caused by rain, snow, water or storms that may leak into or flow from any part of the premises through any defects in the roof or plumbing or from any other source unless due to Landlord negligence. (b) Notwitlistanding anything contained herein to the contrary, Landlord shall.have no obligation whatsoever to make any repairs to the Demised Premises or to the building other than to make repairs resulting from damage caused by negligence, if any, of Landlord or its agents or employees or contractors except as otherwise provided in this Agreement. . Landlord agrees to maintain and will keep in good repair the exterior of the building, the roof, the common areas and parking areas. (c) Tenant shall not place a load upon any floor of the Demised Premises. that exceeds the lesser of (i) floor load per square foot which such floor was designed to carry or (ii) the maximum floor load per square foot allowed by law. Business machines and mechanical equipment shall be, placed and maintained by Tenant, at Tenant's expense, in settings sufficient in Landlord's reasonable judgement to absorb and prevent vibration, noise and annoyance. (d) There shall be no allowance to Tenant for any diminution of rental value and no liability on the part of the Landlord by reason of inconvenience, annoyance or injury to business arising from the making by Landlord, Tenant or others of any repairs in or to the Building or the Oemised Premises, or in or to th~ fixtures, appurtenances or equipment thereof. (e) Tenant covenants and agrees that it will, at Tenant's cost, procure and maintain service/maintenance contracts/policies (the "Contracts"), the issuers and contents of which shall be satisfactory to Landlord (whose judgement in that regard shall be reasonably exercised), in force throughout the term of this Lease (including any renewal term) for the heating, ventilation and air conditioning systems serving the Leased Premises, in order that those systems and their components will be kept in good working order and repair. Copies of the Contracts Will be furnished to Landlord as appropriate, throughout the term (including renewal term). If Tenant has failed to submit proof to Landlord that the contracts required hereby are in force, at any time, Landlord may (but shall not be required to) procure the appropriate contracts for Tenant, and the cost thereof shall be additional rent due by Tenant to Landlord and shall be due and payable by Tenant to Landlord within ten (10) days after Landlord sends Tenant documentation thereof. Whether or not such Contracts are in force, Tenant shall be responsible for the cost of all needed repairs to each and every component of each and every said system. (f) In the event Tenant shall not proceed promptly and diligently to make any repairs or perform any obligation imposed upon it by this Section within ten (10) daY7 after receiving written notice from Landlord to make such repa~rs. 3 f .-" -~- . ~-~ .=.,,~~~~ or perform such obligation, then and in such event, Landlord, may, at its option, enter the premises and do and perform the things specified in said notice, without liability on the part of Landlord for any loss or damage resulting from any such action by Landlord and Tenant agrees to pay promptly upon demand any cost or expense (including Landlord's administrative expenses of fifteen percent (15%) of direct costs) incurred by Landlord in taking such action. (g) Notwithstanding anything to the contrary herein, Landlord shall warrant its. work within the premises and the systems serving the premises for'a period of one (1) year from the occupancy date hereunder provided, however, such defect is not the result of Tenant's negligence or misconduct. 5 . utilities: Tenant shall, at its own cost and expense, pay all. charges when due for water, gas, electricity, heat, sewer rentals or charges and any other utility charges incurred in the uSe of the Leased Premises~ Landlord shall, at Landlord's cost and expense, install separate gas and electric meters for each Tenant. 6. Use and OCCUDancv: The Premises are to be used only for the purpose of a Chinese restaurant and for no other purpose without Landlord's consent. Tenant will not uSe the Premises for any unlawful purpose; Tenant covenants I not to conduct nor permit to be conducted on the Premises any business in violation of any law of the City and/or County in which the Premises are located or state or Federal law, ordinance or regulation. 7. Permitted Name: Tenant shall conduct business on the Demised Premises only in the name of King Buffet and under no other name or trade name unless and until the uSe of some other name is approved in writing by Landlord which approval shall not be unreasonably withheld. 8, Access bv Landlord: The Landlord shall retain duplicate keys to all of the doors of the Leased Premises, and the Landlord or his agents shall have access to the Leased Premises at all reasonable hours in order to inspect same/.to clean or to make necessary repairs or tenant improvements within the Leased Premises or the building. The Landlord shall have the right to show the Leased Premises to prospective tenants at any time during the final six (6) months of the lease term or any extension or renewal thereof, providing it does not unduly interfere with the Tenant's use of the Premises. 9. Subordination: This Lease shall be subject to and subordinate at all times only to the lien of any first mortgage and/or deed of trust and to all advances made or hereafter to be made thereunder. This subordination provision shall be self-operative and no further instrument of subordination shall be required. 10. Assianment or Sublettina: Tenant shall not assign, mortgage or encumber this: Lease, nor sublet the premises or any part thereof without Landlord's consent which consent shall not be unreasonably withheld. In the event of the insolvency or bankruptcy of Tenant, this Lease shall, at the option of the Landlord, 4 f .-- --- ....~, ~~ ~- --lMliM terminate forthwith, and this Lease shall not, by operation of law or otherwise, be considered a part o~ the Tenant's estate. 11. Alterations: The Tenant covenants not to make or permit any alterations, additions or improvements to said premises without the prior written consent of the Landlord which consent shall not be unreasonably withheld, and all additions and improvements made by Tenant, except only moveable office furniture, and equipment, shall become the property of the Land~ord at the termination of this Lease or the vacating of this premises. At the Landlord's request, all such alterations and improvements shall be restored to their original condition by Tenant at Tenant's expense at the termination of this Lease. 12. Increased Fire Insurance Rate: Tenant shall not do, suffer to be done or keep or suffer to be kept anything in, upon or about the Demised Premises which will contravene Landlord's policies insuring against loss or damage by fire or. other .hazards, including but not limited to public liability or which will prevent Landlord from procuring such policies in companies acceptable to Landlord~ If anything be done, omitted to be done or suffered to he done by Tenant or kept or suffered by Tenant to be kept in, upon or about the Premises that shall cause the rate of fire or other insurance on the Premises or other property of Landlord in companies acceptable to Landlord to be increased beyond the minimum rate from time to time applica~le to the Demised Premises for use for the purposes permitted under this Lease, Tenant will pay the amount of such increase promptly upon Landlord's demand as additional rent. 13. Common Facilities: The Common Facilities which may be furnished by Landlord in or near .the shopping center for the general common use of Tenants, their officers, agents, employees and customers, including, without limitation, all parking areas, access roads, employee parking areas, driveways, loading docks and areas, delivery passages, sidewalks, malls, courts and ramps, landscaped and planted area, repainting walls, stairways, bus stops, lighting facilities, comfort stations, elevators and other areas and improvements, shall at all times be'subject to the exclusive control and management of Landlord. Landlord reserves the right, in its sole discretion, to change, rearrange, alter, modify, reduce or supplement any or all of the common facilities so long as adequate facilities in common are made available to Tenant herein. 14. Aooearance outside: Tenant shall maintain its show windows in a neat and clean condition, shall keep the sidewalks adjoining the Demised Premises clean and free from rubbish, and shall store all trash and garbage in the dumpsters provided'by Tenant. Tenant shall not burn any trash of any kind in or about the building, nor shall Tenant permit rubbish, refuse or garbage to accumulate or fire hazard to exist about the Demised Premises. 15. Sians: The Tenant shall not display any sign, picture, advertisement, awning, merchandise, or notice on the outside or roof of the building of which the Demised Premises are a part, nor on the exterior of the Demised Premises unless approved by the Landlord, in writing. Said sign shall be in conformity, as to size, style and location, with the signage scheme established by the Landlord for the Building. Tenant shall, within a reasonable 5 t ~ .~ I ........""'iw....., time, submit to Landlord for Landlord's approval, a sketch of the sign. Tenant shall have the right to correct the style or.size of the sign or lettering thereon, providing same oonform with the soheme mentioned above, but the oorrections shall be only with respect to the spelling of the names to be displayed thereon. Landlord, -at Tenant's cost, shall have the right to require Tenant to place signage on the exterior of the building, in accordanoe with the approved signage scheme, at any time during the term of this Lease. 16. Diso1av: The Tenant shall not display any merchandise, place, vending machines or show cases or other obstructions on the outside of the building, or the Demised Premises, or in any lobby or passageway adjoining the same. 17. Lavout of Buildina: The purpose of the site plan attached hereto as Schedule nAil is to show the-approximate location of the Demised Premises. Landlord reserves the right at any time to relocate the various buildings, automobile parking areas and other oommon areas shown on the site plan. Landlord hereby reserves the right at any ti~e to make alterations or additions to and to build additional stories on the buildings in whioh the Demised Premises are contained and to build additions adjoining the same or elsewhere in the Building. Landlord also reserves the right to construct other buildings or improvements in the area of the Building from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to build adjoining same. lB. Security Denosit: .,. Tenant, ,contemporaneously with the execution of this Lease, has deposited with Landlord, the sum of Four Thousand Four Hundred Dollars ($4,400.00), receipt whereof is hereby acknowledged. Said deposit shall be held by 'Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease by said Tenant to be kept and performed during the term hereof. If at any time during the term of this Lease any of the rent herein reserved shall be overdue and unpaid, or any other sUm payable by Tenant to Landlord hereunder shall be overdue and unpaid, then Landlord may, at the option of Landlord, (but Landlord shall not be required to), appropriate and apply any portion of said deposit to the payment of such overdue rent or other sum. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount in oash to restore said security to the original sum deposited, and Tenant's failure to do so within five (5) days after reoeipt of such demand shall constitute a breach of this Lease. Should Tenant comply ,with all of said terms, covenants, and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant in full at the end of the term of this Lease, or upon the earlier termination of this Lease, the said Security Deposit shall be returned to Tenant; no interest thereon shall accrue nor shall any interest be paid to Tenant. . 19. Damaae to Premises: If the Premises are partially damaged by fire or other casualty, not the fault of the Tenant, Landlord shall make repairs as speedily as conveniently possible. If the damage is so extreme as to render the Premises wholly unfit for occupancy, 6 ~ -'a....<l I'''. . ~.- -~_.i~_,; I ., .' the rent shall cease until the Premises are put into repair by the Landlord. . In the event of total destruction of the building of which the Demised Premises form a part, or if in the judgement of the Landlord the damage to the Demised Premises cannot be . repaired within one hundred twenty (120) days, and if the Landlord shall decide not to restore or repair the same, or shall decide to demolish the.building, the Landlord may, within sixty (60) days after such fire or other casualty, by notification to the Tenant, terminate this Lease. In the event the Premises are only partially damaged and fit for occupancy, Tenant shall continue to pay rent, which rent shall be equitably adjusted. In no event shall Landlord be liable for'any loss or damage sustained by Tenant by reason of fire or other accidental casualty. In the event more than fifty (50%) percent of the shopping center is destroyed and the Leased Premises are unfit for occupancy, the Tenant may terminate this Lease upon thirty (30) days prior written notice to the Landlord. 20. waiver or Breach: No waiver of any breach of the covenants, provisions or conditions contained in this Lease shall be construed as a waiver of the covenant itself or any subsequent breach itself; and if any breach shall occur and afterwards be compromised, settled or adjusted, this Lease shall continue in full force and effect as if no breach had occurred. 21. Rules and Reaulations: Tenant shall comply with all rules and regulations of the Windsor Park Shopping Center which rules and regulations are attached hereto and are hereby made a part of this Agreement. Any violation of said rules shall be a default under this Lease. Landlord shall have the right to make additions and amendments to the Rules and Regulations, which shall be as binding on Tenant as if set forth herein, provided such additions and amendments do not materially and adversely affect the Tenant's use of the Demised Premises, and provided that they are not inconsistent with the terms of this Lease. 22. Insurance: (a) The Tenant agrees to procure and maintain in force public liability insurance in a company or companies acceptable to Landlord for the leased premises which policies shall be . written to protect the Tenant and the Landlord in the amount of One Million Dollars ($1,000,000) combined single limit per occurrence with at least an aggregate of Two Million Dollars ($2,000,000) excess coverage and with Fire Legal Liability coverage in the amount of Five Hundred Thousand Dollars ($500,000). Tenant also agrees to.furnish to Landlord certificates of the issuance and maintenance of such policies of insurance, all of which shall be paid for by the Tenant. (b) Landlord and Tenant shall cause the insurance policy carried by each sUCh party insuring. the Leased Premises and/or its fixtures and contents against loss by fire or other casualties to be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant in connection with any loss or damage covered by any such policies. Neither party shall be liable to the other. for loss or damage caused by fire or any other risk included in the coverage of the standard fire and extended coverage insurance in Pennsylvania (provided that such insurance was obtainable with waiver of. subrogation in advance of loss at the time of such loss or damage), notwithstanding that such loss or damage is caused by or occurs through or as result of any acts or omissions (negligent or otherwise of a party hereto, or his or her agents, servants or employees or any other cause which would result in liability under this Lease or by 7 t operation of law. If the release of either Landlord or Tenant, as set forth in the second sentence of this Paragraph, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed secondary to the liability of the other party's insurer. 23. Indemnitv: Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including ~easonable attorneys fees) in connection with loss of life, perSOnaL injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in,.upon or at the Leased Premises, or the occupancy or use by Tenant of the Leased Premises or any part hereof, or occasioned wholly in part, by act or omission of Tenant, its agents, contractors, or employees, servants, lessees .or invitees. In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred by Landlord in connection with such. litigation. Tenant shall indemnify Landlord for any damage to any property of Landlord caused by or arising out of or in connection with any act or omission of Tenant, its employees, servants, agents, contractors, or invitees, or Tenant's occupancy or use of the premises or common areas, or anything, matter or condition of, on or pertaining to the premises, or a~y breach by Tenant of any term, covenant or condition of this Lease-to be performed or observed by Tenant. . Landlord will indemnify Tenant and save it.harm1ess from and against any and all claims, actions, damages, liabilities and expenses (including reasonable attorneys fees) in connection with loss of life, personal injury and/or damage to property (including environmental and hazardous waste damages) arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Landlord of the Leased Premises or any part hereof, or occasioned wholly in part, by act or omission of Landlord, its agents, contractors, or employees, servants,'lessees or invitees. In case Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord, then Landlord.shallprotect and hold Tenant harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred by Tenant in connection with such litigation. Landlord shall indemnify Tenant for any damage to any property bf Tenant caused by or arising out of or in connection with any act or omission of Landlord, its employees, servants, agents, contractors, or invitees, or Landlord'S occupancy or use of the premises or common areas, or anything, matter or condition of, on or pertaining to the premises, or any breach by Landlord of. any term, covenant or condition of this Lease to be performed or observed by Landlord. 24. Condemnation: In the event the whole or any part of the Leased Premises shall be taken under the,power of eminent domain, or sold under threat thereof, or taken in any manner for public use, the Landlord, at its option, may terminate this Lease, which Lease shall then terminate on the effective date of the condemnation or sale. The compensation awarded or paid for such taking, both as to Landlord's reversionary interest and Tenant's interest under this Lease, shall belong to and be the sole property of the Landlord. ,Tenant shall have no claim against the Landlord or be entitled to any award or damages other than an abatement of the rent beyond the period of termination date and compensation paid for moving expenses and/or cost of removal of stock and/or trade fixtures, if allowable by the condemnor. 8 f M<.~ ill" - '-<"JMtIlL' 25. Additional Rent and Attornev's Fees: Whenever, under the terms of this Lease, any sum of money is required to be paid by Tenant in addition to the rental herein reserved, whether or not such sum is herein designated as "additional rental", or provision is made for the collection of such sum as "additional rentaP', said' sum shall, nevertheless, at Landlord's option, if not paid when due, be deemed additional rent, and shall 'be collectable as such. In the event of employment of an attorney by the Landlord because of the violation of any term or provision.,of this Lease, the Tenant shall pay reasonable attorney's fees;" , 26.. Covenant to Surrender: This Lease and the tenancy hereby created shall cease and terminate at the end of the original term hereof, without the necessity of any 'notice of termination from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of law respecting summary recovery of possession of the premises from a Tenant holding over to the same extent as if statutory notice was given, provided, however, that this Lease and the tenancy hereby created shall not 'so cease and terminate at the end of the original term if the Tenant shall have been granted an option or options to renew and shall have exercised said option or options' in accordance with the terms thereof and shall be entitled to remain in possession under said option and/or options. In said event, this Lease and the tenancy hereby created shall cease and terminate at the end of the last option period exercised under the terms of this Lease without the necessity of any notice of termination from either Landlord or Tenant, and the Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of law respecting summary recovery of possession of premises from the Tenant holding over to the same extent as if statutory notice were given. If Tenant shall occupy the premises after such expiration or termination, it is understood that Tenant shall hold the premises as a tenant from month to month, subject to all the other terms and conditions of this Lease,'at an amount equal to double the highest monthly rental installment reserved in this Lease. 27. Ouiet Eniovrnent: Landlord covenants that, upon the payment of the rent herein provided, and the performance by the Tenant of all covenants herein, Tenant shall have and hold the premises, free from any interference from the Landlord, except as otherwise provided for herein. 28. Tenant Default: (a) In case of the non-payment of rent within five (5) days of the times provided for herein, or in case the said Leased Premises shall appear to be deserted, or vacated, the Landlord shall have the right to enter the same and distrain for any amount of money that may be due under this Lease, either by force or otherwise, without being liable to any prosecution therefor, and to apply any proceeds to the payment of the rent due or to be due, holding the Tenant liable for any deficiency. (b) It is agreed that upon any default on the part of the Tenant of any provision or covenant of this Lease other than the non-payment of rent, the Landlord shall have the right, after thitty (30) days notice to the Tenant, to perform therefore on behalf of the Tenant at the risk and expense of the Tenant and to render a bill for the cost thereof to the Tenant, which shall be payable as rent. Upon failure of the Tenant to pay such bill within thirty (30) days after sending such bill to the Tenant at the Leased Premises, the Landlord shall have the 9 ~ ~ . ~--- " Jl('~:. same rights against the Tenant (and with reference to the leased premises) as it has in the event of non-payment of rent. (c) The Landlord shall have the right after the (i) non-payment of rent within the applicable time period provided for herein or (ii) after applicable notice, if required herein, of a violation by the Tenant of any of the covenants or provisions on the part of the Tenant contained in this Lease, to re-enter and take possession of the Leased Premises without formal notice if the violation has not been corrected within said applicable time period..(provided that if the Tenant .has commenced to repair the Premises within said applicable time period as to non-monetary defaults and proceeds, with due diligence to complete same, it shall not constitute a default), and it is further agreed that notwithstanding such re- entry, the Tenant shall remain liable for all rent and other damages and losses as of the date of re-entry, and shall further be liable, at the option of the Landlord, for the amount of rent reserved under the Lease for the balance of the term, less any amount of rent received by the Landlord during such period from others to whom the Premises-may be rented on such terms and conditions and at such ren~als as Landlord, in its sole discretion, shall deem proper, all of which shall be at the risk and exp'ense of the Tenant4 In addition, Landlord, at its option, sha~l have the right to repossess the Leased Premises and terminate this Lease4 (d) In the event Landlord terminates this Lease, the Landlord may, without further notice, re-enter the Leased Premises and dispossess Tenant, the legal representatives of Tenant, or other occupant of the Leased Premises, and remove their effects and hold the Pre~ises as if this Lease has not been made. The Landlord shall also be entitled to the benefit of all provisions of law for the recovery of land and tenements held over by Tenant in Cumberland County, pennsylvania, or the Township in which the Premises are located, including the benefit of any public, general or local laws relating to the speedy recovery of possession of lands and tenements held over by lessees in said County in which the Premises are located, or that may hereafter be enacted. . (e) It is expressly agreed and understood that the exercise of any one or more. of said rights shall not be construed as a waiver of any other rights, it being understood that all of said rights shall be cumulative and may be exercised simultaneously. (f) The said Tenant hereby confesses judgment for the rent reserved under this agreement of lease, together with an attorney fee of five percent (5%) for collection, and execution may be issued thereon from time to time for any rent due and owing under this lease, and judgment in ejectment as herein provided may be entered concurrently therewith. (g) The Tenant does hereby, upon breach of any of the conditions or covenants of this lease during the original term or any renewal I and also when and as soon as the term hereby created or any extension or renewal thereof shall have expired agrees that an amicable action of ejectment may be entered by the prothonotary of the Court.of Common Pleas of the County of Cumberland as if a complaint in ejectment has been filed by the Landlord as Plaintiff against the Tenant as defendant for all and singular the property herein described and as if said complaint in ejectment had been duly served personally upon the Tenant by the Sheriff of said County within said county and had been duly returned by said Sheriff served personally upon said Tenant, and the said Tenant hereby authorizes and empowers any attorney of any court of record to appear for the Tenant in. said amicable action of ejectment and confess judgment therein in favor of the Landlord and against the Tenant for said premises and said Tenant 10 (v "~"- - -~ further authorizes the immediate issuance Of a writ of possession upon a praecipe therefor by the plaintiff's attorney and the Tenant hereby waives any and all right of stay of execution and releases to the Landlord all errors and defects whatsoever in entering.said action or judgment or in causing said writ to issue or in any proceeding thereon or concerning the same and agrees that no writ or error; objection or exception shall be made or taken thereto, and if after execution and return of the writ the defendant shall re-enter into possession, the prothonotary, upon praecipe and affidavit setting forth the facts, filed within three (3) years after the return of ,the writ upon which execution was completed shall issue a new writ'bf possession. 29'. Notice: All notices from Tenant to Landlord shall be sent by Registered or certified Mail, Return Receipt Requested, and addressed to Landlord at P.o. Box 548, 9183 Reisterstown Road, Owings Mills, Maryland 21117. After occupancy of the demised premises, all notices from Landlord to Tenant shall be sent by Registered or Certified Mail, Return Receipt Requested, Hand' Delivery, or nationally re~ognized overnight Delivery Service and addressed to Tenant at the premises. Either party may from time to time, designate, in writing, by Registered or Certified Mail, Return Receipt Requested, a substitute ,address, and thereafter, all notices shall be sent to such substitute address. 30. other Taxes: Tenant shall assume and pay to Landlord, as additional rent, prior to the imposition of any fine, penalty, interest or costs for the non-payment thereof, all excise, sales, gross receipts, or other tax (other than a net income or excess profits tax) which may be (i) assessed or imposed on or be measured by such rent or other charge which may be treated as rent, or (ii) which may be imposed on the letting or other transaction for which such tax is payable and which Landlord may be required to payor collect under any law now in effect or hereafter enacted by any governmental authority. In the event any tax is imposed pursuant to this Paragraph in place of the real property tax, then Tenant shall receive credit for an amount equal to its proportionate share of the Base Year.tax which would have been paid pursuant to Paragraph 3 hereof. 31. Renresentations: Landlord or Landlord's agents have made no representations or promises with respect to the said building or Demised Premises except as herein expressly set forth. 32. Trial bv Jurv: Landlord and Tenant do hereby waive trial by jury in any action, proceeding or counter claim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the demised premises, and/or any claim of injury or damage, and any emergency statutory or any other statutory remedy. 33. Parkina: During the term of this Lease, customers of Tenant will be entitled to the non-exclusive use, free of charge but in common with others, of the driveways, footways, and parking areas' provided that such use shall be subject to such rules and regulatio~s as Landlord may, from time to time, prescribe governing the same; and provided further that Landlord shall at all times have full and exclusive control, management and direction of said driveways, footways and parking are~s. .11 fi " " J -,-I --I , Landlord shall further have the right to police the 'same; to restrict parking by Tenant, their agents and employees; to designate employee parking areas; to close temporarily all or any portion of the parking areas or facilities as may be required for proper maintenance and/or repairs; to discourage non-customer parking; and to do and perform such other acts in and to such areas in the use of its business judgement, the Landlord shall determine to be advisable in order to improve or make more convenient use thereof by Tenant, their officers, agents, employees and customers. The Landlord may, from tine to time, change the location, layout and arrijn~ement of the parking areas, driveways and footways and reduce the' same by erecting therein store buildings and other structure or improvements of any kind. 34. Gender: Reference to masculine, feminine include proper gender as the case may be. Tenant is named herein, the obligations of shall be joint and several. or neuter shall If more than one the person so named 35. Construction of Premises: To the extent possible, Landlord shall make available to Tenant the benefits of all warranties 'and guarantees obtained from contractors, subcontractors, suppliers and manufacturers in connection with the original construction and subsequent alteration and repair of the premises and appurtenances. 36. Acc'ess bv Tenant: Prior to the commencement date, Landlord shall allow the Tenant and their agents or employees to enter upon the premises for the purpose of erecting fixtures and improvements not provided by the Landlord. The Tenant covenants that they and their agents or employees shall enter on the premises and do their work at such times and in a manner which will not interfere with the. work being performed by. the Landlord. The Tenant further covenants that all work done by them or on their behalf shall be done in a good and workmanlike manner. The entry upon the premises by the Tenant or their agents or employees pursuant to this Paragraph shall not be deemed to be occupancy of the premises for the purpose of Paragraph 1 hereof. ., 37. EstoDcel Certificates: Tenant agrees that at any time, and from time to time, upon not less than fiverS) days prior notice by Landlord, it will execute~ acknowledge, and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the mOdifications) and the dates to which the rent and other charges .have been paid in advance, if any, and stating whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered hereunder may be relied upon by any third party not a party to this Lease. 38. Landlord's Liabi1itv: It is understood that Landlord is a Maryland General PartnerShip, and it is agreed, that in the event of the entry of any judgment against the partners of said partnerShip, as it is now or may hereafter be constituted, arising out of or by virtue of any obligation required of Landlord pursuant to this Lease, no assets of any partner shall be liable to levy and/or execution and/or sale for satisfaction. of said judgement except for the 12 ~ . ~ ~- ""'- - ~,~'" partner's interest in the partnership property of said partnership. 39. Landlord's Insurance Premiums: , Tenant agrees to pay, as additional rent, within thirty (30) days after being billed therefor by Landlord, 4.37% of any and all insurance premiums charged Landlord for Landlord's fire, extended coverage and liability insurances, including umbrella coverage with respect to the Building. Such additional rent shall be pro-rated for the last leas~.year. 40. Possession: The parties hereto anticipate that the Leased Premises will be ready for occupancy on or about the first day of May, 1997. In the event the premises is not ready for occupancy on the date stipulated, the Lease shall nevertheless continue in full force and effect and Tenant shall have no right to rescind, cancel or terminate the same, nor shall the Landlord be liable for damages, if any, sustained by Tenant's inability to obtain possession on such date, except that the commencement date shall be moved forward to the date on which possession is made available. 41. Landlord's Work Provided Tenant obtains building .permit and pays $2750 with the execution of this Lease towards Tenant Improvements, Landlord agrees, at its cost and expense, to do the following work within the premises: 1) 19 tons of HVAC (4 systems, 4 central returns and 40 diffusers) 2) Drop ceiling - 2' x 4' in kitchen and 2' x 2' in restaurant area 3) Drywall demising walls, drywall on outside walls and drywall separating kitchen area. 4) One (1) men's bathroom - two (2) toilets and one (1) sink and one (1) ladies' bathroom - two (2) toilets and one (1) sink. 5) Eight (8) 2' x 4' fluorescent fixtures with acrylic lenses in kitchen (other lights Tenant's responsibility) 6) 300 amps of power. 42. Ontion to Renew: Landlord covenants and agrees that if Tenant shall not be in default in the performance of any of the covenants, conditions and agreements of this Lease and no condition exists which will result in a default with the mere passage of time, Tenant shall have the right and privilege, at its election, to renew this Lease for a further term of five .(5) years by signifying its intention to renew, in writing, to the Landlord no later than six (6) months preceding the termination date of the original term of this Lease, time being of the essence. This renewal term shall be upon the same terms, covenants and conditions as are set forth herein for the original term, saving that the annual rent (as set forth in Paragraph 1 of this Lease) for the renewal term shall be as follows: Year Annual Rent Month1v Rent $ 5,600.00 1/1/0<: -",lvi" $ 5,600.00 $ 6,000.00 $ 6,000.00 $ 6,000.00 11 12 13 14 15 $67,200.00 $67,200.00 $72,000.00 $72,000.00 $72,000.00 '1 ,,, /12 - !;,h';'-~ 13, \; ,. 43. Common Area Maintenance Landlord or its affiliates, subsidiaries, agents or employees shall be responsible for the maintenance of landscaping around the building(s) (lawncutting, snow removal, trash removal, etc.) in which the premises are located, as well as all the cost .and expense of repainting and general exterior maintenance and other maintenance of the common area, parking area, driveways and alleys. Landlord or its affiliates, subsidiaries, agents or employees shall also be responsible for the cost and expense of 'maintaining and illuminating the common areas around the buildings(s). ',' Tenant shall reimburse Landlord for Tenant's proportionate share (4.37%) of such costs within thirty (30)) days after Landlord's request therefor. The costs shall be calculated cn a calendar year base with equitable adjustments if the first and the last year. of the lease term are not a full calendar year. At Landlord's option, Tenant shall pay Landlord one twelfth (1/12) of Landlord's reasonable estimate cf such costs on an annual basis, which payment shall be included with Tenant's monthly payment of base rental. Appropriate adjustments shall be made between Landlord and Tenant upon the determination of the actual amount of such costs by Landlord. Landlord shall provide Tenant witn written notice (the "Adjustment Notice") of the actual adjustment to be made by and between Landlord and Tenant. Upon ten (10) days advance .written notice received by Landlord no later than thirty (30) days after the Adjustment Notice is sent, Tenant may inspect Landlord's books and"records pertaining to such costs for the immediately preceding lease year at a location and date reasonably acceptable to Landlord but no later than ninety (90).days .after the Adjustment Notice is sent. Tenant shall have no additional right to inspect Landlord's books and records unless specifically stated otherwise in this Lease. 44. Miscellaneous: 'This Lease and the covenants, terms and conditions contained herein shall inure to the benefit of and be binding on Landlord, provided that if Landlord sells or otherwise transfers title to building or Real Property, the Landlord shall be relieved of all covenants and obligations hereunder upon completion of such sale or transfer, and it shall be considered that the transferee has assumed and agreed to carry out all of the obligations of the Landlord hereunder. This Lease and the covenants, terms and conditions contained herein shall be binding on and inure to the benefit of the Tenant, its heirs, distributees~ executors, administrators, successors, and, except as otherwise provided in this Lease, its assigns. IN WITNESS WHEREOF, the parties hereto, by the properly authorized persons and with their respective seals attached, have duly executed this Lease the day and year first above written. WITNESS: fiJ(/J1~, ~c;4Z ~ ~",L (SEAL) BY: rir/af6L 1eases\cheng 4/2/97 14 ~ ~...'- ..,~ - -,. ~ " RULES AND REGULATIONS 1. The sidewalks, halls passages, elevators and stairways shall not be obstructed by any of the tenants, or used by them for any other purpose than for. ingress and egress to and from their respective leased premises. 2. Tenants, their clerks or servants, shall not make or commit any improper noises or disturbances of any kind in the building, or mark or defile the waterclosets, toilet rooms, walls, windows, elevators or doors.Qf the building, or interfere in any way with other tenants or those having business with them. 3. No carpet, rug or other article shall be hung or shaken out any window or placed in corridors as a door mat, and nothing shall be thrown or allowed to drop by the tenants, their clerks or employees, out of the windows or doors, or down passages or shafts of the building, and no tenants shall sweep or throw, or permit to be thrown from the leased premises, or any dirt or other substance into any of the corridors or halls, elevators, shafts or stairways of said building. 4. The toiletrooms, waterclosets, and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweeping, rUbbish, rags, ashes, chemicals, or the refuse from electric batteries, or other unsuitable substances, shall be thrown therein. Any damage resulting from such misuse or abuse shall be borne by tenant by whom or by whose employees or visitors it shall be caused. . 5. Nothing shall be placed on the outside of the building, or on the windows, windowsills, or projections. 6. No sign, advertisement, or notice shall be inscribed, painted or affixed on any part of the outside or inside of said building unless of such color, size, and style, and in such places upon or in .said building as shall be first designated by Landlord. Signs on doors and windows, where permitted or required, will be affixed for the tenants by a contractor chosen by Landlord, the cost of the sign and of the affixing to be paid by tenant. 7. After permission to install telephones, call boxes, telegraph wires, or other electrical wires has been granted,Landlord will direct where and how same are to be placed. No wires shall be run in any part of the building outside of the leased premises excepting by or under the direction of Landlord. The attaching of wires to the outside of the building is absolutely prohibited. No boring or cutting of floors or partitions for wires is permitted except with prior written consent of Landlord. 8. Tenants may use their own safes, but Landlord shall the right to prescribe the weight and proper position of safes, and no safe shall be hoisted or placed in any part of the building excepting under the direction of Landlord's agents. All damage to the building caused by installing, maintaining or removing safe, furniture, equipment or other property shall be repaired at expense of tenant. 9. Each tenant must, upon termination of his Lease, surrender all keys delivered to said tenant. 10. No tenant shall do or permit anything to be done in said premises or bring or keep anything therein which will in any way increase the rate of fire insurance on said building or on property kept therein, or obstruct or interfere with the . rights of other tenants,. or in any way injure or annoy them, or conflict with the laws relating to fires, or with the regulation of the Fire Department or with any insurance policy upon said 15 u - -"~ ~ ~-~-II~-, / i"- building or any part thereof, or conflict with any of the rules and ordinances of the Department of Health. Tenant shall not conduct or permit any auction on the premises. 11. Any and all damage to floors, walls or ceilings or to personal property due to tenant or tenant's employees' failure to shut off running water in any piece of equipment shall be paid by tenant. 12. Tenant shall not place a load upon any floor of the demised premises exceeding the'.fJ,,?or load per square foot area which such floor was designed to. carry and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by tenant at tenant's expense in settings sufficient, in Landlord's reasonable judgment, to absorb and prevent vibration, noise and annoyance. 13. Landlord reserves the right to exclude or expel from the shopping center any persons who, in the judgment of. Landlord, are intoxicated or under the influence of liquor or drugs, if their behavior is" deemed. to be disturbing to other tenants of the building, or who shall do anything in violation of the Rules and RegUlations of the shopping center. 14. Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord's opinion, tends to impair the reputation of the shopping center or its desirability as a center for quality stores, and upon.written notice.from Landlord, such tenant shall refrain from or discontinue such advertising. I 15. be liable for authorized or Landlord assumes no responsibility and any damage-resulting from the admission unauthorized person to the building. shall not of any 16. No tenant.will install blinds, shades, awnings, or other form of inside or outside window covering, or window ventilators or similar devices, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. leases\cheng 4/2/97 16 f - ,-~ EXHIBIT A PREMISES , Simpson Ferry Road SWM Pond lIIII - PMrl dJ ..........4....__..,......._. - '" r L.: ~ ~~- -,,-~~ ~~ .~ ._J.....~ ,.,< 'i!.t:.!i...-: , " 'tf ... LEASE ASSIGNMENT AGREEMENT Windsor Park Shopping Centers, LLP and . Chun Lam Cheng and Hung Yun d/b/a Sunny Gnrden Restnurnnt THIS AGREEMENT, made this d-11t. day of April, 1999, by and among WINDSOR PARK SHOPPING CENTERS PARTNERSIllP, LL~, hereinafter called "Landlord', and CHUN LAM CHENG, hereinafter called 'Tenant', and HUNG YUN d/b/a SUNNY GARDEN RESTAURANT, hereinafter called the "Assignee". Explanatory Statement Landlord and Tenant are parties to a Lease dated April 21. 1997 (hereinafter called the "Lease") for the premises described as 5202 Simpson Ferry Road, Suites 108, 109 & 110. Tenant desires to assign to Assignee alt of Tenant's right, title and interest in and to said Lease, and Landlord is willing to consent thereto. NOW THEREFORE, the parties hereto covenant for themselves and their respecti,:,e he_irs, personal representatives, successors and assigns'as follows: I. Tenant hereby sells and assigns to Assignee all of its right, title and interest in and to the said Lease for and during the remainder of the term mentioned therein, subject to the covenants and conditi,ons therein mentioned. 2. Assignee hereby assumes the said Lease for the balance of the term thereof, and agrees to faithfully perform all of the covenants, stipulations and agreements contained therein, and, particularly, to pay the rent and additional rent as therein provided, all to the same extent an~ as though the Assignee were the Tenant under the said Lease. 3. Assignee covenants and agrees that he shall do nothing that shall have the effect of creating a breach of any of the terms, covenants, and conditions of the Lease. 4. Basic annual rent for the premises shall be changed as follows: Year Annual Rent Month Iv Rent $ 4,000.00 -.. ..;I,!n~ _ ~ l,p1 00 $ 4,000.00 /' - $4.400.00) . 1 nl?cl03 $ 4,400.00 10\' 00 - -, ' , $ 4,400.00 $4,800,00> I _ql~ol o\. $ 4,800.00 10 \ ( o?;o $ 4,800.00 I '/ 'I $ 5,200.00 ,01,lD(p', q 'p 0 5/1/99 - 9/30/99 10/1199-9/30/00 1011/00-9130/01 10/1/01-9130/02 10/1102-9130/03 10/1103-9/30/04 10/1104-9130/05 1011/05-9130/06 10/1/06-9130/07 N/A $48,000.00 $52,800.00 $52,800.00 $52,800,00 $57,600.00 $57,600.00 $57,600.00 $62,400.00 5. Basic annual rent shall abale for a period of one (1) month beginning May I, 1999. .. l EX~I B IT 1--0 t ,. (P;;L~7ro,. IS.'Ct,A (,~'J\ C.> ~cv~ _ '::f.h':'''\ ,. "c' . II . '..', ) f':.>U......... ,- . I,?,.-,?_ ..;'1,,'( " '.. - I ~I: ',...-., -, ,..-' -~~ " . J . - ~ ~ 6. Basic annual rent for Section 42 of the Lease (Option to Renew) shall be changed as follows: Year Annual Rent Monthlv Rent 11 $62,400.00 $ 5,200.00 12 $62,400.00 $ 5,200.00 13 $67,200.00 $ 5,600.00 14 $67,200.00 $ 5,600.00 15 $67,200.00 $ 5,600.00 7. Beginning May 1) 1999, Tenant will not be liable under any andlcr all of the terms, co'lenants, and conditions of the Lease or for the faithful perfonnance thereof. Assignee will be responsible for any costs or expenses billed prior to or illler May 1, 1999. 8. Security deposit held by IITenant" wilt be transferred to llAssigneel'. 9. Landlord hereby consents to the Assignment, and agrees to accept all rental payments and payments of additional rent from Assignee, but upon the express condition that neither such consent nor the collect of rent from the Assignee nor the performance of any of the covenants and conditions of the Lease by the Assignee shall be deemed a waiver or. relinquishment for the future of the covenant against P:ssignment or subletting. Landlord acknowledges that the Lease is in operation and effect nnd that, at the time of the execution hereof, it has no knowledge of any default by Tenant thereunder. 10. This Agreement shall be effective as of the first (1st) day of May, 1999. WI1NESS the hands and seals ofthe parties hereto. WITNESS: LLP BY: 11+ KING'S BUFFET ~>>f!dif!!j Chun Lam heng BY: HUNG YUN d/b/a SUNNY GARDEN RESTAURANT Lt;pift- /1IN~ (f BY: ~~-h Don San Lee HUNG YUN d/b/a SUNNY GARDEN RESTAURANT 'cd- Li Fen Lee #--- ~ " BY: laasunny 4/28/99 -- _ -." , "> . ~ .-- ~ _._-,-. '". -'" >0 <- ORIGINAL ""~"".' " . WINDSOR PARK SHOPPING CENTERS, LLP, PLAINTIFF IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V CIVIL ACTION - LAW NO. 634-CIVIL-2000 DON SAN LEE AND LI FEN LEE, INDIVIDUALLY AND T/D/B/A HUNG YU, D/B/A SUNNY GARDEN RESTAURANT, DEFENDANTS DEPOSITION OF: TAKEN BY: BEFORE: ""'- 0 DATE: PLACE: LI FEN LEE DEFENDANTS BOBBI JO HAHN, RPR NOTARY PUBLIC JUNE 12, 2000 1:37 P.M. JOHNSON, DUFFIE, STEWART & WEIDNER 301 MARKET STREET LEMOYNE, PENNSYLVANIA APPEARANCES: JOHNSON, DUFFIE, STEWART & WEIDNER BY: DAVID J. LANZA, ESQUIRE FOR - PLAINTIFF NICHOLAS & FOREMAN BY: BRUCE D. FOREMAN, ESQUIRE FOR - DEFENDANTS ALSO PRESENT: HSIAO S. CHEN, INTERPRETER JOHN HARBILAS DON SAN LEE . .A~' _ A~:~::: B Foltz " < J ... ~!, ~"" -. .:; ,,;) ,,~ "~, - Natale .".' ...-: e.. ,"". 2080 Linglestown Road · Suite 103 · Harrisburg, PA 17110 717.540.0220 · fax 717.540.0221 · Lancaster 717.393.5101 ii, ',. ~-, o ..... o " '1 "" ~ - , . , ~ d ~-~~.." ~ ~ ,~, , " ~. .., ,-,- "~" ,. c~ r: '''~:,~Q\I ,',)il'l,: ,\ .;. 'l~ 00 ,-,iU:o! 19 PJ-i L' I, .... " "1" \,,) COUhlTY CUiVbc:,,~,o: ;i'\IA~I'i\ PENNo'Il..\ ., ., l ~.. '" ';-~ '~ ", ~ c,. "JIIf!I~, JXPW~ -,- III ." lWlIIIlli" o WITNESSES NAME LI FEN LEE BY: MR. FOREMAN BY: MR. LANZA EXAMINATION 3 9 o o 0'., . . o o I, " ~~ , " ~_..~......~"= I~,r) \1 \1-1 ,j\,J ,-,. ",.f , \("r~ o ~:"..:~;.':t=)-;J~RY \ ~. I"\~ 0; i.'''~ I 9 ~, ~r' 't~TY --"''''',' i,\.lLj" 0JU I \'11 ,'1~F-".{l I"'J'" N'" CV,i PENNSYLVA, iI' ""'"" ""l,~, "~-"",.' .J , ,1I!!Ol~ 0 1 2 3 4 5 6 7 "- j" O._~'__ i II " 'I I I 3 STIPULATION It is hereby stipulated by and between counsel for the respective parties that reading, signing, sealing, certification and filing are hereby waived; and that all objections except as to the form of the question are reserved until the time of trial. 9 interpreter. ) 10 11 15 21 language. 22 record? 23 A 24 Q 25 A " .. 8 (Hsiao S. Chen was duly sworn as an LI FEN LEE, called as a witness, being duly 12 sworn, testified through the Chinese-speaking o 13 interpreter as follows: an asterick indicating the 14 deponent answered in English. 16 EXAMINATION 17 BY MR. FOREMAN: 18 Q For the purposes of the record, the witness 19 is a the witness is Chinese and we have an 20 interpreter because of the difficulty with the Would you please identify yourself for the My name is Hsiao Chen. Would you spell that? H-s-i-a-o, C-h-e-n. 4 . i 1 j I ~ I I I o 1 (Discussion held off the record.) 2 BY MR. FOREMAN: 3 Q Would you please have the witness identify 4 herself, her name and address? 5 A* 6 Q 7 A* 8 Q 9 born? 10 A* 11 A 12 Q 0 13 States? 14 A 15 Q L-i, F-e-n, L-e-e. Address? 5114, Earl Drive, Harrisburg, PA, 17112. Could you please indicate where you were Taiwan. Taiwan. Okay. When did you immigrate to the United In 1976, September 15th. When you came to the United States, could you 16 speak English? 17 A No English. Q How did you learn to speak whatever English 18 19 you can speak? 20 A She learn it in the restaurant, grocery. Q Then it would be correct that English is a 21 22 decidedly second language? 23 24 A Yes. Q How did you come to learn that the Sunny o 25 Garden Restaurant at the Windsor Park Shopping Center - .. ....- 5 0 1 was available for sale? 2 A See in the newspaper. 3 Q What newspaper? 4 A Chinese newspaper. 5 Q Okay. Not the Patriot News? 6 A Chinese newspaper. 7 Q The document that I'm going to show you is 8 the judgment which is on record at the courthouse which 9 is the document before the court; and I'm going to -- 10 going to show you two documents that are attached to 11 it. This is a lease agreement which was made which is 12 dated April 21, 1997 between Windsor Park Shopping o 13 Center and Chun Lam Cheng. Were you any part of that 14 original transaction evidenced by this lease from April 15 of 19977 16 A Yes, yes. 17 Q You were involved in April of 1997 with this 18 restaurant? 19 A 1999. 20 Q In 1999, but I'm asking -- okay. I'm not 21 asking about in 1999. When the original lease was 22 created in 1997, were you part of the restaurant? 23 A She's not. 24 Q Before this action began in court, did you 0', ... 25 ever see this lease agreement that I'm showing you? 6 0 1 A No. 2 Q Did o o you ever see any document with regard 3 to -- to the restaurant that you ultimately purchased 4 that talked about a confession of judgement? 5 A No. 6 Q Do you know what a confession of judgment is? 7 A No. B Q I'm showing you the -- the end of this lease 9 document. You didn't sign this, did you? 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A No. MR. LANZA: Just for the record, can you clarify what it is that you asked her she didn't sign? MR. FOREMAN: Attached to the confessed judgment, there is a document which is entitled lease agreement; and it -- I believe we could stipulate that it's a lease dated April 21, 1997 between Windsor Park Shopping Centers Partnership as landlord and Chun Lam Cheng, tenant. And it does not appear to be -- it does not appear that either of the individual Defendants in this confessed judgment signed the lease. MR. LANZA: You're referring to Page 14 of the original lease? MR. FOREMAN: Yes. MR. LANZA: Okay. BY MR. FOREMAN: o o o '"' > -" T< - ~,........~,- 7 1 Q Now, there is also attached to the confession 2 of judgement a lease assignment agreement which I'm 3 going to show you. Is it correct that you purchased 4 rights in a Chinese restaurant at Windsor Park Shopping 5 Center about April 29, 1999; is that correct? 6 A Yes. 7 Q When you entered into this lease agreement or 8 lease assignment agreement, did you have any direct 9 negotiations between you and a representative of the 10 11 12 13 14 15 landlord? Did you talk directly to the landlord or their representative? A No. Q The first paragraph of this lease assignment agreement seems to indicate the parties to the transaction. Is your name in that paragraph? 16 MR. LANZA: Object to the characterization of 17 identification of the parties. 18 BY MR. FOREMAN: 19 Q Let me rephrase the question. The first 20 paragraph mentions some names. Is your name in that 21 paragraph? 22 A No, it's not. 23 Q Now, the document that I've shown you is a 24 two page document; and there are signatures on the 25 second page. Does your signature appear on the second . , , ~ ~, 8 0 1 page? 2 A Yes. 3 Q Okay. Now, the last signature - - the the 4 at the bottom of the document over the words Li Fen o o 5 6 7 8 9 Lee, is that your A Yes. Q The -- above that, it says Hung Yun, d/b/a Sunny Garden Restaurant. In what capacity did you think you were signing this document? 10 MR. LANZA: Object to the question as calling 11 for a legal conclusion. 12 THE WITNESS: She said it's for the 13 corporation. 14 BY MR. FOREMAN: 15 16 For the what? For the corporation, signed for corporation, Q A 17 in corporation. 18 19 20 21 22 23 24 25 Is that corporation? Yes, corporation. Q A MR. LANZA: Object to that question. The answer did not contain the word corporation. That was the -- it was your characterization. The answer sounded to me like he said combination. BY MR. FOREMAN: Q Did you say combination or corporation? 0...' , ' o o ~,'. ' .,. ..;, . '~- -,. , , 9 1 2 3 4 5 6 13 A Corporation. Corporation. Q I want to -- A Corporation. Q I wanted to A That's it. MR. FOREMAN: Okay. I just wanted to answer 7 on the record I didn't ask her for a legal conclusion. 8 I asked her what she understood her -- her capacity to 9 be, not as a legal conclusion. It's her 10 understanding. It's for the judge to rule. I have no 11 further questions. 12 EXAMINATION BY MR. LANZA: 14 Q Mrs. Lee, when you signed this, were you 15 represented by an attorney? 16 17 18 19 20 21 22 lease? 23 24 25 A Yes, yes. Q And who was your attorney? A The one name called Davey. Q Do you know his last name? A She don't know. Q Did you talk to your attorney about this A She said she -- she don't know. Q I'm sorry? A She don't know. "" o 0./..... " . o _ +....." __ l iiibi:4.e I 10 1 Q She didn't know. Okay. Did you negotiate 2 any of the lease terms with the landlord? 3 4 5 landlord? 6 7 8 9 10 11 12 restaurant? 13 14 16 17 18 19 20 21 22 23 24 25 A She's -- she don't know. Q Did you get a rent reduction from the A Yes. Q They reduced your rent a little bit? A Yes. Q Did they give you one month free rent? A She answer yes. Q Who was in charge of paying the rent for the A She is. She's-- Q Okay. You would write out a check from a 15 bank and send it to the landlord every month? A Yes. Q What was your job in the restaurant? A Manager. Q Were you also the hostess? A Yes. Q You were the maitre d'? A Yes, yes. Q You would seat the customers? A Yes. Q And these were primarily English-speaking o o ., " ""' """ 11 1 customers? 2 A Just say very easy English. She say how are 3 you, yes. 4 Q How long have you been in the restaurant 5 business? 6 A About ten months. 7 Q What did you do before that? 8 A Waitress. I was a waitress. 9 Q At what restaurant were you a waitress? 10 A She work in my restaurant. 11 Q What was the name of that restaurant? 12 A Chef Wong's Chinese Restaurant. 13 14 15 16 17 18 Q Were those primarily English-speaking customers? A She was just service most of time. Most of the time I talk to customers. She just taking food. Q The question is were those primarily English-speaking customers? 19 A Yes, yes. 20 Q Okay. Okay. And how many years were you a 21 waitress at your translator's restaurant? 22 A Three years. 23 Q Three years? 24 A Three years. 25 Q Where do you work now? 0 o J_ ~ -'" . ~ ~, 12 1 2 3 4 5 6 7 okay. A A Q Working for me. You work at Chef Wong's now? You nodded When did you hire Mr. Foreman as your attorney? Few months. Q A Okay. Few months ago. MR. LANZA: I think those are all the 8 questions I have. 9 (Whereupon, the deposition concluded at 1:56 10 p.m..) 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 o o L. o 6 7 8 9 10 11 12 0 13 14 15 16 o ...; -< ~ - ~~~, 13 1 2 3 COUNTY OF PERRY SS 4 COMMONWEALTH OF PENNSYLVANIA 5 I, Bobbi Hahn, a Notary Public, authorized to administer oaths within and for the Commonwealth of Pennsylvania, do hereby certify that the foregoing is the testimony of LI FEN LEE. I further certify that before the taking of said deposition, the witness was duly sworn; that the questions and answers were taken down stenographically by the said Reporter-Notary Public, and afterwards reduced to typewriting under the direction of the said Reporter. I further certify that the said deposition was taken at the time and place specified in the caption sheet hereof. I further certify that I am not a relative or employee or attorney or counsel to any of the parties, or a relative or employee of such attorney or counsel, or financially interested directly or indirectly in this action. 17 I further certify that the said deposition constitutes a true record of the testimony given by the 18 said witness. 19 IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of June, 2000. 20 21 ~.Clo{jalJ Bobbi Jo Hahn, RPR Notary Public 22 Notarial Seal Bobbl Jo H~hn. Notary Public Liverpool Bcra, Perry Ccu:,ty My Commission Expires Marcl '1[')01 --- Member, Pennsylvania Association OJ . ,'J;c" .';3 23 24 25 - ". ,~ " " ~ Multi-pagelM 12 - Hsiao JLI FEN LEE o attached [3] 5:10 constitutes [I] 13:17 employee [2] 13:14 -1- 6:13 7:1 contain [I] 8:21 13:15 12[1] 1:]2 attorney [6] 9:15 corporation [11] 8:13 end [I] 6:8 9:]7 9:21 12:3 8:16 8:]6 8:17 English [6] 3:14 13th [I] 13:]9 13:]4 13:15 8:18 8:19 8:21 4:16 4:17 4:18 14[1] 6:2] authorized [I] 13:6 8:25 9:1 9:1 4:21 11:2 15th [I] 4:14 available [I] 5:1 9:3 English-speaking [3] l7112 [I] 4:7 correct [3] 4:21 7:3 10:25 11:13 11:18 1976[1] 4:14 -B- 7:5 entered [I] 7:7 1997 [5] 5:12 5:15 counsel [3] 3:3 entitled [I] 6:14 5:17 5:22 6:16 bank [I] 10:15 13:14 13:15 ESQUIRE [21 1:18 1999[4] 5:19 5:20 began [I] 5:24 COUNTY [2] ]:2 ]:20 5:21 7:5 between [4] 3:2 13:3 evidenced [I] 5:14 1:37[1] ]:13 5:12 6:]6 7:9 court [3] 1:1 5:9 EXAMINATION [3] bit [I] 10:7 5:24 1:56[1] 12:9 2:2 3:16 9:12 Bobbi [3] 1:11 13:6 courthouse [I] 5:8 except [I] 3:5 -2- 13:21 created [I] 5:22 born [I] 4:9 CUMBERLAND [I] -F- 2000 [2] 1:12 13:19 bottom[l] 8:4 1:2 21 [2] 5:12 6:16 BRUCE [I] 1:20 customers [5] 10:23 F-e-n [I] 4:5 29[1] 7:5 business [I] 11:5 11:1 11:14 11:16 Fen [6] 1:5 1:9 11:18 2:3 3:11 8:4 -3- 13:7 -c- -D- Few [2] 12:4 12:6 3[1] 2:4 C-h-e-n [I] 3:25 filing [I] 3:4 301 [I] 1:15 capacity [2] 8:8 D[I] 1:20 financially [I] 13:15 9:8 d'[I] 10:21 first [2] 7:13 7:19 -5- caption [I] 13:13 dIb/a[2] 1:6 8:7 follows [I] 3:13 DATE [I] 1:12 5114[1] 4:7 Center [3] 4:25 5:13 food [I] 11:16 7:5 dated [2] 5:12 6:16 foregoing [I] 13:7 -6- Centers [2] 1:2 Daveyrl] 9:18 Foreman [13] 1:20 6:17 DA VlD [I] ]:18 ]:20 2:4 3:]7 634-CIVlL-2000 [I] certification [I] 3:4 decidedly [I] 4:22 4:2 6:13 6:23 ]:4 certify [5] 13:7 13:8 Defendants [4] ]:7 6:25 7:]8 8:14 13:]2 13:]4 13:]7 ]:10 1:21 6:19 8:24 9:6 12:3 -9- characterization [2] deponent [I] 3:14 fOrDl[l] 3:5 9[1] 2:5 7:16 8:22 deposition [5] 1:9 free [I] 10:9 charge [I] 10:11 12:9 13:9 13:12 -A- check [I] 10:]4 13:17 -G- Chef [2] 11:12 12:2 difficulty [I] 3:20 Garden [3] 1:6 4:25 above [I] 8:7 Chen [3] 1:22 3:8 direct [I] 7:8 action [3] 1:3 5:24 8:8 13:16 3:23 direction [I] 13:10 given [I] 13:17 address [2]4:4 4:6 Cheng [2] 5:13 6:18 directly [2] 7:10 grocery [I] 4:20 Chinese [5] 3:19 13:15 administer [I] 13:6 5:4 5:6 7:4 Discussion [I] 4:1 afterwards [I] 13:10 11:12 document [91 5:7 -H- ago[l] 12:6 Chinese-speaking [I] 5:9 6:2 6:9 H-s-i-a-o [I] 3:25 agreement [7] 5:11 3:12 6:14 7:23 7:24 Hahn [3] 1:11 13:6 5:25 6:15 7:2 Chun [2] 5:13 6:17 8:4 8:9 13:21 7:7 7:8 7:14 CIVlL[I] 1:3 documents [I] 5:10 hand [I] 13:]9 anSWer[4] 8:21 8:22 clarify [I] 6:12 DON [2] 1:4 1:23 HARBILAS [I] 1:23 9:6 10:10 combination [2] 8:23 dOWD[I] 13:9 Harrisburg [I] 4:7 answered [I] 3:14 8:25 Drive [I] 4:7 held [I] 4:1 answers [I] 13:9 COMMON [I] 1:1 DUFFlE [2] 1:14 hereby [3] 3:2 3:4 appear[3] 6:18 6:19 Commonwealth[2] 13:4 1:18 13:7 7:25 13:6 duly [3] 3:8 3:11 hereof [I] 13:13 APPEARANCES [I] concluded [I] 12:9 13:9 hereunto [I] 13:19 1:17 conclusion [3] 8:11 herself [I] 4:4 April [5] 5:12 5:14 9:7 9:9 -E- 5:17 6:16 7:5 hire [I] 12:3 assignment [3] 7:2 confessed [21 6:13 Earl[l] 4:7 hostess [I] 10: I 9 7:8 7:13 6:20 easy [I] 11:2 Hsiao [3] 1:22 3:8 asterick [I] 3:13 confession [3] 6:4 either [I] 6:]9 3:23 6:6 7:1 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page I o o "'-';",,' ,-- ~'"w.I~~ ,.. --," '1Il~ -- L' ~",.:""J ..... , '1__IiIidJ~llldit.(' uillliiitif;~~tit;-~~Iiiil!ilIru"""""';""- Hung - transaction LI FEN I.EE Mul~-PageTM Hung [2J 1:5 8:7 9:9 Pennsylvania [4] 1:2 second [3] 4:22 7:25 LEMOYNE [1] 1:15 1:15 13:4 13:7 7:25 -I- Li[6J 1:4 1:9 PERRY [1] 13:3 See[3J 5:2 5:25 place [~] 6:2 identification [1] 7:17 2:3 3:11 8:4 1:14 13:12 13:7 PLAIl'\TTIFF [2J 1:2 send [1] 10:15 identify [2] 3:21 LLP[I] 1:2 1:19 September [1] 4:14 4:3 PLEAS [1] 1:] service [lJ 11:15 immigrate [1] 4:12 indicate [',I 4:8 -M- PRESENT [1] ]:22 set [1] 13:]9 7:]4 maitre[lJ 10:21 primarily [3J 10:25 sheet [1] 13:13 indicating [lJ 3:13 Manager[lJ 10:18 11:13 11:17 Shopping [5] 1:] indirectly [1] 13:15 MARKET [1] 1:15 Public [4] ]:11 13:6 4:25 5:12 6:]7 13:]0 13:22 7:4 individual [1] 6:19 mentions [lJ 7:20 purchased [2J 6:3 show [3] 5:7 5:10 INDIVIDUALLY [1] month [2] 10:9 10:15 7:3 7:3 ]:5 months [3J 11:6 ]2:4 purposes [1] 3:18 showing [2] 5:25 interested [lJ 13:15 ]2:6 6:8 interpreter [4] ]:22 most [2] 11:15 ]1:]5 -Q- shown [1] 7:23 3:9 3:13 3:20 Mrs[l] 9:14 sign [2] 6:9 questiollls [3] 6:]2 involved [1] 5:17 9:11 ]2:8 13:9 signature [2] 7:25 -N- 8:3 -J- name [H] 2:2 3:23 -R- signatures [I] 7:24 J[l] 1:18 4:4 7:15 7:20 reading [1] 3:3 signed [3] 6:20 8:]6 JO[2] ]:11 13:21 9:18 9:19 11:11 9:]4 jOb[lJ lO:17 names [1] 7:20 record [1] 3:]8 3:22 signing [2J 3:4 8:9 4:] 5:8 6:11 JOHN[lJ ]:23 negotiate [lJ lO:] 9:7 13:17 sorry [1] 9:24 JOHNSON [2J ]:14 negotiations [1 J 7:9 reduced [2] lO:7 sounded [1] 8:23 1:]8 NeWS[lJ 5:5 13:lO speak [3] 4:16 4:18 ~udge [1] 9:lO newspaper [41 5:2 reduction [1] lO:4 4:19 udgement [2] 6:4 5:3 5:4 5:6 referring [1] 6:21 specified [1] 13:]2 7:2 NICHOLAS [lJ 1:20 regard [1] 6:2 spell [1] 3:24 judgment [4J 5:8 nodded [1] ]2:2 relative [2] 13:14 SS[l] 13:3 6:6 6:14 6:20 Notary[3] 1:11 13:6 13:15 States [2] 4:13 4:15 June [2] 1:12 13:19 13:22 rent [4] lO:4 lO:7 stenographically [1] now [5] 7:] 7:23 lO:9 lO:1I 13:9 -L- 8:3 11:25 ]2:2 rephrase [1] 7:19 STEWART [2] 1:14 L-e-e [lJ 4:5 Reporter [lJ 13:11 1:18 L-i[l] 4:5 -0- Reporter-Notary [1] stipulate [1] 6:15 Lam [2] 5:13 6:17 oaths [1] 13:6 13:lO stipulated [1] 3:2 landlord [6] 6:17 Object[3] 7:16 8:lO representative [2] 7:9 STIPULATION [lJ3:1 7:10 7:lO lO:2 8:20 7:11 STREET [1] 1:15 lO:5 10:15 objections [lJ 3:5 represented [1] 9:15 such [1] 13:15 language [2] 3:21 off [1] 4:1 reserved [lJ 3:6 Sunny [3] 1:6 4:24 4:22 one [2] 9:18 lO:9 respective [1] 3:3 8:8 LANZA [10] 1:18 original [3] 5:14 restaurant [16] 1:6 sworn [3] 3:8 3:12 2:5 6:11 6:21 5:21 6:22 4:20 4:25 5:18 13:9 6:24 7:16 8:10 5:22 6:3 7:4 8:20 9:13 12:7 -P- 8:8 lO:12 10:17 -T- last [2] 8:3 9:19 11:4 11:9 II:lO LAW[lJ 1:3 p.m[2] 1:13 12:10 11:11 11:12 11:21 TIDIBIA[l] 1:5 learn [3] 4:18 4:20 page [4] 6:21 7:24 rights [1] 7:4 Taiwan [2]4:lO 4:11 4:24 7:25 8:1 RPR [2] 1:11 13:21 taking [2J 11:]6 13:8 lease [15] 5:11 5:14 paragraph [4] 7:13 rule [1] 9:lO ten [1] 11:6 5:21 5:25 6:8 7:]5 7:20 7:21 tenant [1] 6:]8 6:14 6:16 6:20 Park [S] ]:1 4:25 -S- tenns [1] 10:2 6:22 7:2 7:7 5:12 6:16 7:4 7:8 7:13 9:22 part [2J 5:]3 5:22 S[2] 1:22 3:8 testified [1 J 3:12 10:2 parties [4] 3:3 7:]4 sale [1] 5:1 testimony [2] 13:7 13:]7 Lee['J 1:4 ]:5 7:17 13:14 SAN [2] ]:4 ]:23 1:9 1:23 2:3 Partnership [1 J 6:]7 Three [3] 11:22 11:23 3:11 8:5 9:14 says [1] 8:7 11:24 13:7 Patriot [lJ 5:5 sealing [1] 3:4 through [lJ 3:12 legal [3] 8:11 9:7 paying [11 lO:1I seat [1] 10:23 transaction [2] 5:14 Index Page 2 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 - ~i o o o . .= ~, ",' ,,='~ o~. .'~' ,J~ Multi-Page'IM translator's - Yun U FEN LEE c 7:15 translator's [I] 11:21 trial [I] 3:6 true [I] 13:17 two [2] 5:]0 7:24 typewriting [I] 13:]0 -u- ultimately [I] 6:3 under [I] 13:10 understood [I] 9:8 United [2] 4:12 4:15 -v- V[I] 1:3 -w- waitress [4] 11:8 11:8 11:9 11:21 waived[l] 3:5 WEIDNER [2] ]:14 ]:18 WHEREOF [I] 13:19 Windsor[s] ]:1 4:25 5:]2 6:16 7:4 within [I] 13:6 witness [8] 3:11 3:18 3:]9 4:3 8:12 13:9 13:]8 13:19 WITNESSES [I] 2:1 Wong's [2] 11:12 12:2 word [I] 8:21 words [I] 8:4 write [I] 10:14 -y- years [4] 11:20 11:22 11:23 11:24 yourself [I] 3:21 YU[I] 1:5 Yun[l] 8:7 0.,....... : j o HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 3 "~""";"'" ..; ._",Ii "!" 0,....'..... ' ( '. c o h . "ll'_ ~~ ,..., " ",'= '"-~"*~~.~-l." -~~,.~-- U',.; q ',~1 t Q '.". '" .....-...1r>C' ;:'.".u: -:",:'C_'_I ~ n\! - ,,' J , Sil ." i', . n. ('~) (I'," ~'. I.." ~" j l .... - r(.', IHT{ -, . \ ,). C' I~l:':': .-,(' \J"~l'1:A v n"''.I'\'\''IL:lr'\ \ t'tl")'\v ''''<!Tq""~~~~".~""""",, "" 0"', ~ ,~..~ M~_~""~,,,",~~.f{~~: . . < ,~ ';" ",,- -" ,'-'<no,"_'_'__ - L. -f., ,- OR\G\NAL c WINDSOR PARK SHOPPING CENTERS, LLP, PLAINTIFF IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V CIVIL ACTION - LAW NO. 634-CIVIL-2000 DON SAN LEE AND LI FEN LEE, INDIVIDUALLY AND T/D/B/A HUNG YD, D/B/A SUNNY GARDEN RESTAURANT, DEFENDANTS DEPOSITION OF: DON SAN LEE TAKEN BY: DEFENDANTS BEFORE: BOBBI JO HAHN, RPR NOTARY PUBLIC DATE: JUNE 12, 2000 1:56 P.M. b PLACE: JOHNSON, DUFFIE, STEWART & WEIDNER 301 MARKET STREET LEMOYNE, PENNSYLVANIA APPEARANCES: JOHNSON, DUFFIE, STEWART & WEIDNER BY: DAVID J. LANZA, ESQUIRE FOR - PLAINTIFF NICHOLAS & FOREMAN BY: BRUCE D. FOREMAN, ESQUIRE FOR - DEFENDANTS ALSO PRESENT: HSIAO S. CHEN, INTERPRETER JOHN HARBlLAS LI FEN LEE ..{r ~ e Hughes ...:1\.... . Albright .H Foltz ~ L!)\I~\ ~ ~ ~ ~.., < .. ",>, =' Natale 2080 Linglestown Road. Suite 103 · Harrisburg, PA 17110 717.540.0220 · fax 717.540.0221 · Lancaster 717.393.5101 'tJ " o ........, (,.. v', l:~::~-rrp,y '-','r. 0. p~'\ "'., 11 \~,l i q i~ ;"l C' '..... [ill 'L'~, i... ... -, 'Y 'JI~T{ Cl :rvl0:::!:-;L;:\:\iU ,I:~--!f!. 1 I U P'''N' '.CV'Vrd,r, c\ I~-..)IL " c . ;;~<~ ~ .0.' . ".....~,; " WITNESSES NAME EXAMINATION DON SAN LEE BY: MR. FOREMAN 3 BY: MR. LANZA 7 0....' , o . ;,t ~ ~~ ^-, ,<. "'')TARY o nr'l 1\\1',1 19 wv ";~.'., " P:'~ 2,: n:: . " .'i r ,,/'" CCUNW CUiVl~EnNSY~jJ\N]A c o -" ~"' 1l!lM'Iil~_"",,",!.~~ ,~.,.,.,.,!Il!1 .l4J;:J "" ,w",w, ,,1_, .. 0 I 2 3 4 5 6 7 o o ,,- ~ w~~-~\ 3 STIPULATION It is hereby stipulated by and between counsel for the respective parties that reading, signing, sealing, certification and filing are hereby waived; and that all objections except as to the form of the question are reserved until the time of trial. 8 DON SAN LEE, called as a witness, being duly 9 sworn, testified through the Chinese-speaking 10 interpreter as follows: an asterick indicating the 11 deponent answered in English. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 EXAMINATION BY MR. FOREMAN: Q Ask him to answer out loud rather than nodding his head. Would you ask the witness to state his name and address A* D-o-n, S-a-n, L-e-e, 5114, Earl Drive, PA, 17112. Q And Mr. Lee is one of the individual Defendants named in the judgement before the court. When did you come to the United States? A 1987. Q Did you and your wife come together at the same time? ,~""~ - ." 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 A Yes. Q Where were you born? A China. Q And when you came to the United States, did you know any English? A No. Q Have you learned more than a few words in English while you've been here? A No. Q Your wife indicated that she worked as a waitress and receptionist at a Chinese restaurant. What jobs did you have? A Cook. Q Was that a cook in a Chinese restaurant? A Yes. Q And when you were a -- a principal at Sunny Garden Restaurant, were you still a cook? Yes. As a cook, did you deal with people who were English speaking or primarily Chinese () o 18 A 19 Q 20 primarily 21 speaking? 22 A 23 Q Chinese language. How did you come to learn about the 24 availability of the Sunny Garden Restaurant? 25 A In the Chinese newspaper. o o . , L'. 5 1 Q When you -- when you purchased the 2 restaurant, it was already in operation; is that 3 correct? 4 5 6 7 8 9 10 11 A Yes. Q And it was already operating at the Windsor Park Shopping Center; is that correct? A Yes. Q I'm showing the witness the same -- I'm showing the witness the same document that I showed to his wife which is the lease agreement that we've stipulated, I believe, is the April 21, 1997 lease for 12 the Sunny Garden Restaurant at the Windsor Park 0 13 Shopping Center. Were you involved with the Sunny 14 Garden Restaurant as early as 19977 15 16 17 18 19 20 21 22 A No. Q You had no part in negotiating or entering into this April, 1997 lease; is that correct? A No. Q And I'm going to also show the signature page for this lease to Mr. Lee. Your -- does your signature -- Page 14. Does your signature appear on the lease? 23 A No. 24 Q Prior 0 25 lease? to this action, did you ever see this o o c 0"-' -" '; "l ,.. - 6 1 A No. 2 MR. LANZA: Just for the record, he's 3 referring to Page 14 of the first lease in the 4 complaint. 5 MR. FOREMAN: I think we all agree their 6 signatures are not on the originals. 7 MR. LANZA: Okay. 8 BY MR. FOREMAN: 9 Q To the best of your recollection, did you 10 ever see any document that contained a confession of 11 judgement? 12 A 13 Q 14 is? He don't know. Do you know what a confession of judgement 15 16 He don't know. When you look at this lease document that A Q 17 we've been looking at, can you understand it? 18 19 20 21 A Q Can't. Say it. A* No, no, no. Q There is a second document that we've looked 22 at which is called a lease assignment agreement dated 23 April 29, 1999. Is it correct that your name does not 24 appear in the first paragraph of this? 25 A No. o o o ." ~- 7 1 Q I'm going to show you the second page. It's 2 a two page document. I'm showing you the second page. 3 Is it correct that your signature appears on the second 4 5 6 7 8 9 10 11 12 page? A Yes. Q I think the witness is pointing to a signature that appears to be his signature above his name on the next to the last line at the bottom of the page. Above that name appear the words Hung Yun d/b/a Sunny Garden Restaurant. In what capacity did you think you were signing this document when you signed it? 13 MR. LANZA: Objection, calling for a legal 14 conclusion. 15 MR. FOREMAN: Same response. 16 THE WITNESS: He said only in corporation for 17 whole year, sign for whole year in corporation. 18 BY MR. FOREMAN: 19 Q Did you have any direct negotiations with the 20 landlord or a representative of Windsor Park Shopping 21 Center? 22 23 24 25 A No. MR. FOREMAN: No further questions. EXAMINATION BY MR. LANZA: "- ''''.'OJ 8 0..... .. 1 Q Mr. Lee, you had an attorney when you signed this lease; is that right? 2 3 A Yes. 4 Q Who was your attorney? 5 A He just knew the name is called Davey. 6 Q Was it David Knauer? 7 A Don't know. 8 Q Okay. 9 MR. FOREMAN: If you'd like, we'll stipulate 10 it was. 11 BY MR. LANZA: 12 Q We can stipulate it was David Knauer. Did 0 13 Mr. Knauer or did your attorney negotiate the rent for 14 you with the landlord? 15 A Yes, yes. 16 Q Okay. And your attorney gave you the lease 17 to sign; is that right? 18 MR. FOREMAN: If I could before you answer, 19 I'd just like to put an objection on the record to 20 any anything that was a private conversation between 21 the the individual Defendants and their attorney. 22 Not objecting to discussions that the attorney had with 23 the landlord but -- and I don't think your question 24 calls for that -- but to the extent that any question o 25 calls for a disclosure of a private conversation ... ,'- ".- 9 o 1 between the attorney and the client, we'd object based 2 on the attorney/client privilege. 3 MR. LANZA: All right. Well, I understand 4 your -- your objection doesn't relate to this past 5 question; but I think that with your petition to open 6 the judgment it does call in to question the 7 attorney/client relationship. You've raised issues as 8 to what the client was billed for and -- and the fact 9 because it was only the attorney negotiating with the 10 landlord; and you've raised questions as to the 11 understanding of the tenants. I think that necessarily 12 is going to have to come into this case. 13 MR. FOREMAN: I understand -- I certainly 14 understand your position. I'm -- I'm not going to 15 waive the attorney/client privilege; and we've -- as I 16 said, I don't think we've gotten to that question yet. 17 Maybe we will. Maybe we won't. 18 BY MR. LANZA: 19 Q All right. Where do you work now? 20 A The name called Jade Chinese. Jade Chinese 21 Buffet. o 22 Q Is that J-a-d-e? 23 A Yes. 24 Q How long have you worked there? 25 A Three months. C o o 0.. ~ ' , ' , ,-'. ., lIi~' 10 1 2 second? 5 6 that right? 7 8 9 10 11 12 15 16 18 19 20 right? 21 22 23 right? 24 25 MR. LANZA: Can we go off the record a 3 (Discussion held off the record.) 4 BY MR. LANZA: Q Your attorney gave you this lease to sign; is A Yes. Q And you discussed it with him? A She just open restaurant. You just sign it. Q Is that a yes? A Yes. Q Okay. That's a yes. All right. Did you 13 did you ask that anything in the lease be changed 14 except for the rent? A He said he don't know. Q Okay. Now, Mr. Lee, you own a house in the 17 Harrisburg area; is that right? A Yes. Q You and your wife own that house; is that A Yes. Q And you got a mortgage on that house; is that A Yes. Q And you pay that mortgage yourself every . - '" , '. < "--~"'. '-'. .-., ,. "" - ~ ~..= 11 o 1 month; is that right? 2 A Yes. 3 Q And you've purchased vehicles for yourself 4 since you've lived in this country; is that right? 5 A Yes. 6 Q Okay. Did anyone ever tell you or your wife 7 that you would not be personally liable to pay the rent 8 on this lease? 9 MR. FOREMAN: Before he answers, if I could 10 -- if I could, can we maybe ask two different 11 questions, anyone other than did the attorney tell him 12 and have you asked the attorney? Can I object to 13 that? 14 BY MR. LANZA: 15 Q Did anyone other than your attorney tell you 16 that you would not be personally liable to pay the rent 17 on this restaurant? o 18 A No. o 19 Q Did your attorney ever tell you that you 20 would not be personally liable to pay the rent on this 21 restaurant? 22 MR. FOREMAN: Let's -- let's before we answer 23 this question, let's talk about how we're going to 24 resolve this because now we're -- now we have the 25 question. ," .-,. ,,,-- . ~, 12 o 1 MR. LANZA: Okay. 2 MR. FOREMAN: Let me make a proposal to you 3 which is that I have no objection to you asking this 4 question and getting an answer so long as that will be 5 a sealed portion of this deposition and will not waive 6 any attorney/client privilege; and if the judge 7 determines that it's privileged, then we won't 8 have that separated. If the judge terms it 9 privileged-- 10 MR. LANZA: I can agree that you'll not be we'll o 11 waiving the privilege by answering this particular 12 question. 13 MR. FOREMAN: Okay. 14 MR. LANZA: I still maintain my assertion 15 that everything else including other that other 16 testimony here today and the filings my position is 17 that waives the attorney/client privilege. 18 MR. FOREMAN: Yes, I understand that so long 19 as this answer to this question doesn't add to your -- 20 your objection. 21 BY MR. LANZA: 22 Q Okay. Did your attorney, Mr. Knauer, ever 23 tell you that you would -- would not be personally 24 liable for the rent on this restaurant? c 25 A He don't know. o ""' "'-~ -~ - -~- - 13 1 MR. LANZA: Okay. Okay. Those are all the 2 questions I have. 3 MR. FOREMAN: That's all the questions. 4 (Discussion held off the record. ) 5 BY MR. LANZA: 6 Q We're back on the record. I just want to 7 question the translator for a moment. Can you state 8 your name again for the record? 9 A Hsiao S. Chen. H-s-i-a-o, S-h-e-n-g, last 10 name C-h-e-n. 11 Q How long have you known the Lees? 12 A Since he work in my restaurant. 0 13 Q I'm sorry? 14 A Since he work in my restaurant, 1987. 15 Q Until when? 16 A To now. 1987. 17 Q Okay. You're referring to Mrs. Lee or Mr. o 18 19 20 21 22 23 24 25 Lee? A She work for me before working for me. Q Okay. Who are you referring to, Mr. Lee that worked for you? A Yes. Q From 1987 until when? A To -- (Saying something to Mr. Lee in Chinese) -- 19 -- 1998, 1998. o o c ,'-""". fitl'---j 14 1 Q Okay. He doesn't work for you anymore? 2 MR. FOREMAN: I believe he's answering the 3 question how long he's known him. He's saying from 4 then until now. 5 BY MR. LANZA: 6 Q Okay. Are you related to them by blood in 7 any way? 8 A No. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. LANZA: Okay. Those are all the questions I have. BY MR. FOREMAN: Q I'm just going to ask one more question. When Mr. and Mrs. Lee have come into my office to talk to me, have you also come as their interpreter? A Q Yes. Is that because there's difficulty understanding me? A Yes, yes. Q And me understanding them? A Yes. BY MR. LANZA: Q Did you go to Mr. Knauer's office to act as their interpreter? A No. MR. LANZA: Okay. o o o .",\ -~" ;, ,-'~" i' 15 1 2 p.m. .) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 (Whereupon, the deposition concluded at 2:15 o 3 4 5 6 7 8 9 10 11 12 0 13 14 o ~'~-''t~tif<,; 16 1 COUNTY OF PERRY 2 SS COMMONWEALTH OF PENNSYLVANIA : I, Bobbi Hahn, a Notary Public, authorized to administer oaths within and for the Commonwealth of Pennsylvania, do hereby certify that the foregoing is the testimony of DON SAN LEE. I further certify that before the taking of said deposition, the witness was duly sworn; that the questions and answers were taken down stenographically by the said Reporter-Notary Public, and afterwards reduced to typewriting under the direction of the said Reporter. I further certify that the said deposition was taken at the time and place specified in the caption sheet hereof. I further certify that I am not a relative or employee or attorney or counsel to any of the parties, or a relative or employee of such attorney or counsel, or financially interested directly or indirectly in this action. 15 I further certify that the said deposition 16 constitutes a true record of the testimony given by the said witness. 17 IN WITNESS WHEREOF, I have hereunto set my 18 hand this 13th day of June, 2000. 19 J2xL.tG1" Wo.L 20 Notarial Seal . Bobbl Jo Hahn, Notary PU~~C Liverpopl BEoro, ~raa?g~ 1 d. 2001 My CommIssIon xplr . Member, Pennsylvania Association 01 Notanes Bobbi Jo Hahn, RPR Notary Public 21 22 23 24 25 ~, - ~ .j'. , ~-- Multi-pagelM 12 - house DON SAN LEE o APPEARANCES [I] complaint [I] 6:4 DUFFIE [2] ]:14 -1- ]:17 concluded [I] ]5:] ]:18 12[1] ]:]2 April [3] 5:11 5:]7 conclusion [I] 7:14 duly [2] 3:8 16:7 13th [I] 6:23 confession [2] 6:10 ]6:18 10:17 14[2] 5:21 6:3 area [I] 6:13 -E- 17112 [I] assertion [I] 12:14 constitutes [I] 16:16 Earhl] 3:19 assignment [I] 6:22 3:18 19[1] contained [I] 6:10 early [I] 5:14 13:25 asterick [I] 3:10 1987 [4] 3:23 13:14 conversation [2] 8:20 employee [2] 16:13 13:16 13:23 attorney [16] 8:1 8:25 16:13 1997 [3] 8:4 8:13 8:16 cook [4] 4:13 4:14 English [4] 5:11 5:]4 8:21 8:22 9:1 4:17 4:19 3:11 5:17 9:9 10:5 11:11 4:5 4:8 4:20 1998 [2] 13:25 13:25 11:12 11:15 11:19 corporation [2] 7:16 entering [I] 5:16 7:17 1999[1] 6:23 12:22 16:13 16:13 ESQUIRE [2] 1:18 1:56[1] 1:13 attorney/client [5] 9:2 correct [5] 5:3 5:6 1:20 9:7 9:15 12:6 5:17 6:23 7:3 EXAMINATION [3] ]2:17 counsel [3] 3:3 2:2 3:13 7:24 -2- authorized [I] 16:4 16:13 ]6:13 except [2] 3:5 10:]4 2000 [2] ]:]2 16:18 availability [I] 4:24 country [I] 11:4 extent [I] 8:24 21 [I] 5:11 COUNTY [2] 1:2 29[1] 6:23 -B- ]6:1 -F- 2:15[1] 15:1 court [2] I:] 3:21 based [I] 9:1 CUMBERLAND [I] fact [I] 9:8 -3- best [I] 6:9 ]:2 FEN [2] 1:5 1:23 between [3] 3:2 fcw[l] 4:7 3[1] 2:4 8:20 9:1 -D- filing [I] 3:4 301 [I] 1:]5 billed [I] 9:8 D[I] 1:20 filings [I] 12:]6 blood [I] ]4:6 D-o-n [I] 3:]8 financially [I] 16:14 -5- Bobbi [3] ]:11 16:4 d/b/a [2] 1:6 7:9 first [2] 6:3 6:24 5114[1] 3:]8 16:20 DATE [I] 1:]2 follows [I] 3:10 born [I] 4:2 dated [I] foregoing [I] 16:5 bottom[l] 7:8 6:22 -6- Davey [I] 8:5 FOREMAN [20] 1:20 634-CIVIL-2000 [I] BRUCE [I] 1:20 David [3] 1:20 2:4 3:14 Buffet[l] 9:21 1:]8 8:6 6:5 6:8 7:15 1:4 8:12 7:18 7:23 8:9 -c- deal [I] 4:]9 8:]8 9:13 11:9 -7- Defendants [5] ]:7 11:22 ]2:2 12:13 7[1] 2:5 C-h-e-n [I] l3:1O 1:10 1:21 3:2] 12:]8 l3:3 14:2 calls [2] 8:24 8:25 8:2] 14:11 -A- capacity [I] 7:10 deponent [I] 3:11 form [I] 3:5 caption [I] ]6:11 deposition [6] ]:9 above [2] 7:7 7:9 case [I] 9:12 12:5 15:1 ]6:7 -G- act [I] ]4:22 Center [3] 5:6 16:10 16:15 Garden [6] ]:6 5:l3 4:17 action [3] ]:3 5:24 7:21 determines [I] 12:7 4:24 5:]2 5:14 16:14 CENTERS [I] 1:2 different [I] ]1:10 7:10 add [I] 12:19 certainly [I] 9:l3 difficulty [I] ]4:]6 given [I] 16:16 address [1]3:]7 certification [I] 3:4 direct [I] 7:]9 administer [I] ]6:5 certify [5] ]6:5 16:7 direction [I] 16:9 -H- afterwards [I] ]6:8 16:10 16:12 16:]5 directly [I] ]6:]4 H-s-i-a-o [I] 13:9 again [I] 13:8 changed [I] 1O:l3 disclosure [I] 8:25 Hahn [3] ]:11 16:4 agree [2] 6:5 ]2:10 Chen [2] 1:22 13:9 discussed [I] 10:8 16:20 agreement [2] 5:10 China [I] 4:3 Discussion [2] 10:3 hand [I] ]6:18 6:22 Chinese [8] 4:11 13:4 HARBILAS[I] 1:23 anSWeT[5] 3:15 8:18 4:]4 4:20 4:22 discussions [I] 8:22 Harrisburg [I] ]0:17 ]1:22 ]2:4 12:19 4:25 9:20 9:20 document [6] 5:9 answered [I] 3:11 l3:25 6:]0 6:16 6:21 head [I] 3:16 answering [2] 12:11 Chinese-speaking [I] 7:2 7:11 held [2] 10:3 13:4 14:2 3:9 doesn't [3] 9:4 12:]9 herebY[3] 3:2 3:4 11:9 CIVIL [I] ]:3 14:] 16:5 answers [2] hereof [I] 16:8 client [2] 9:1 9:8 DON [5] 1:4 1:9 ]6:11 appear [3] 5 :21 6:24 COMMON [I] 1:1 2:3 3:8 ]6:6 hereunto [I] 16:17 7:9 Commonwealth [2] 16:2 dOWD[I] 16:8 house [3] 10:]6 10:19 16:5 Drive [I] 3:18 10:22 o o HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 1 l~-<" - """"'I~~~~" . lJi"';.~~. lI&lliOO>lfui~~~ - - . - '~-"-'Yi ' Hsiao - showing DON SAN LEE Multi-page™ Hsiao [2] 1:22 13:9 6:22 8:2 8:16 off [3] 10:] 10:3 Hung [2] 1:5 7:9 10:5 10:13 1I:8 13:4 -R- Lee [16] 1:4 1:5 office [2] 14:13 ]4:22 raised [2] 9:7 9:10 -1- ]:9 1:23 2:3 one [2] 3:20 14:]2 rather [I] 3:8 3:20 5:20 3:]5 including [I] ]2:]5 8:1 10:16 13:17 open [2] 9:5 10:9 reading [I] 3:3 indicated [I] 4:10 13:18 13:20 13:24 operating [I] 5:5 receptionist [I] 4:1I indicating [I] 3:10 ]4:13 16:6 operation [I] 5:2 recollection [I] 6:9 indirectly [I] 16:14 Lees [I] 13:1I originals [I] 6:6 record [0] 6:2 8:19 individual [2] 3:20 legal [I] 7:13 own [2] 10:16 10:19 10:1 10:3 13:4 8:2] LEMOYNE [I] 1:15 13:6 13:8 16:16 lNDIVIDUALL Y [I] LI[2] 1:4 1:23 -p- reduced [I] 16:9 1:5 liable [4] 11:7 1I:16 p.m[2] 1:13 ]5:2 referring [3] 6:3 interested [I] ]6:14 1I:20 12:24 page [0] 5:19 5:21 13:17 13:20 interpreter [4] 1:22 line [I] 7:8 6:3 7:1 7:2 relate [I] 9:4 3:10 14:14 14:23 lived [I] 11:4 7:2 7:4 7:9 related [I] 14:6 involved [I] 5:13 LLP[I] 1:2 paragraph [I] 6:24 relationship [I] 9:7 issues [I] 9:7 look [I] 6:16 Park [4] ]:1 5:6 relative [2] 16:12 looked [I] 6:2] 5:12 7:20 ]6:13 -J- looking [I] 6:]7 part [I] 5:16 rent [6] 8:13 10:14 loud [I] 3:15 particular [I] 12:1I 11:7 1I:16 1I:20 J[I] 1:18 12:24 J-a-d-e [I] 9:22 parties [2] 3:3 ]6:13 Reporter [I] -M- past [I] 9:4 16:9 Jade [2] 9:20 9:20 Reporter-Notary [I] JO[2] ]:11 16:20 maintain [I] 12:14 pay [4] 10:25 1I:7 ]6:8 11:16 1I:20 jobs [I] 4:12 MARKET [I] 1:]5 Pennsylvania [4] ]:2 representative [I] 7:20 JOHN [I] ]:23 moment [I] 13:7 1:15 ]6:2 ]6:5 reserved [I] 3:6 JOHNSON [2] 1:14 month [I] 11:1 people [I] 4:19 resolve [I] 11 :24 ]:18 months [I] 9:25 PERRY [I] ]6:] respective [I] 3:3 judge [2] 12:6 12:8 mortgage [2] 10:22 personally [4] 11:7 response [I] 7:15 judgement [3] 3:21 10:25 1I:16 ]1:20 12:23 restaurant [IS] 1:6 6:11 6:13 MrS[2] 13:17 14:13 petition [I] 9:5 4:1I 4:]4 4:]7 judgment [I] 9:6 place [2] 1:14 16:11 4:24 5:2 5:]2 June [2] 1:12 16:18 -N- 5:14 7:10 10:9 PLAINTIFF [2] 1:2 11:17 1I:2] 12:24 name ['] 2:2 3:17 1:]9 13:12 13:14 -K- 6:23 7:8 7:9 PLEAS [1]1:] right [11] 8:2 8:17 Knauer [4] 8:6 8:]2 8:5 9:20 13:8 pointing [I] 7:6 9:3 9:19 10:6 8:13 ]2:22 13:10 portion [I] ]2:5 10:]2 10:17 ]0:20 Knauer's [I] 14:22 named [I] 3:2] position [2] 9:14 10:23 11:1 11:4 knew [I] 8:5 necessarily [I] 9:1I ]2:16 RPR[2] 1:1I 16:20 known [2] 13:1I 14:3 negotiate [I] 8:13 PRESENT [I] 1:22 negotiating [2] 5:16 primarily [2] 4:20 -S- -L- 9:9 4:20 S[2] ]:22 13:9 L-e-e [I] negotiations [I] 7:19 principal [I] 4:16 S-a-n [I] 3:]8 3:18 landlord [4] newspaper [I] 4:25 private [2] 8:20 8:25 S-h-e-n-g [I] 13:9 7:20 8:14 8:23 9:10 next [I] 7:8 privilege [5] 9:2 SAN [5] 1:4 1:9 language [I] 4:22 NICHOLAS [I] 1:20 9:15 ]2:6 12:11 2:3 3:8 16:6 LANZA [22] Notary [3] 1:11 16:4 12:17 sealed [I] ]2:5 1:18 16:20 privileged [2] 12:7 2:5 6:2 6:7 sealing [I] 3:4 7:13 7:25 8:11 now [6] 9:19 ]0:]6 12:9 9:3 9:18 10:1 ]]:24 11:24 13:16 proposal [I] ]2:2 second [5] 6:21 7:1 7:2 7:3 10:2 10:4 11:14 12:1 14:4 Public [4] 1:11 16:4 12:10 12:14 12:21 16:8 ]6:20 SCC[2] 5:24 6:10 13:1 13:5 14:5 -0- purchased [2] 5:1 separated [I] 12:8 14:9 ]4:2] 14:25 oaths [I] 11:3 set [I] 16:]7 last [2] 7:8 13:9 16:5 shcct [I] 16:11 object [2] 9:] 1I:12 put [I] 8:]9 LAW [I] 1:3 Shopping [4] 1:] learn [I] 4:23 objecting [I] 8:22 -Q- 5:6 5:13 7:20 learned [I] 4:7 objection [5] 7:13 show [2] 5:]9 7:] lease [14] 8:19 9:4 12:3 questions [7] 7:23 showed [I] 5:9 5:10 5:11 ]2:20 9:10 11:11 13:2 5:17 5:20 5:22 objections [I] 3:5 13:3 14:10 ]6:8 showing [3] 5:8 5:25 6:3 6:16 5:9 7:2 Index Page 2 HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 ., "~ o ^.......... W o ..rl . - ~~ ~~ II:__\': Multi-pagelM sign - Yun IDON SAN LEE o sign [4] 7:17 8:17 vehicles [I] H:3 10:5 10:9 signature [6] 5:19 -w- 5:2] 5:2] 7:3 7:7 7:7 waitress [I] 4:H signatures [I] 6:6 waive [2] 9:15 12:5 signed [2] 7:H 8:1 waived [I] 3:5 signing [2] 3:4 7:H waives [I] 12:17 sorry [I] 13:13 waiving [I] ]2:H speaking [2] 4:20 WElDNER[2] ]:14 4:21 1:18 specified [I] 16:H WHEREOF [I] 16:17 SS[I] ]6:2 whole [2] 7:17 7:17 state [2] 3:]6 13:7 wife [5] 3:24 4:]0 States [2] 3:22 4:4 5:10 10:]9 H:6 stenographically [I] Windsor [4] I:] 16:8 5:5 5:]2 7:20 STEWART [2] ]:14 within [I] 16:5 1:18 witness ['] 3:8 still [2] 4:17 ]2:]4 3:16 5:8 5:9 7:6 7:]6 16:7 stipulate [2] 8:9 ]6:16 16:17 8:12 WITNESSES [I] 2:] stipulated [2] 3:2 words [2] 4:7 7:9 5:11 STIPULATION [1]3:] worked [3] 4:10 9:24 13:2] STREET [I] 1:]5 such [I] 16:13 -Y- Sunny [6] 1:6 4:]6 4:24 5:]2 5:13 year [2] 7:17 7:]7 7:10 yet [I] 9:16 sworn [2] 3:9 16:7 yourself [2] ]0:25 H:3 -T- YU[I] 1:5 TIDIB/A[I] ]:5 Yun[l] 7:9 taking [I] ]6:7 tenants [I] 9:H terms [I] ]2:8 testified [I] 3:9 testimony [3] ]2:]6 16:6 16:16 Three [I] 9:25 through [I] 3:9 today [I] 12:16 together [I] 3:24 translator [I] 13:7 trial [I] 3:6 true [I] 16:]6 two [2] 7:2 ]1:10 typewriting [I] 16:9 -u- under [I] 16:9 understand [5] 6:17 9:3 9:13 9:]4 12:18 United [2] 3:22 4:4 -v- V[I] ]:3 .; o o HUGHES, ALBRIGHT, FOLTZ & NATALE 717-540-0220\717-393-5101 Index Page 3 -'_1;,,;,-._ 'i.''''' ~ 0.....'; , : o o ,'II , " .....-..".- , 1 =. .~~ . 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