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HomeMy WebLinkAbout07-0568", IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS 93 Encks Mill Road Carlisle, Pennsylvania 17013 :NO. Oq - Plaintiff V. KARL E. ROMINGER : CIVIL ACTION - LAW Rominger & Whare 155 South Hanover Street Carlisle, Pennsylvania 17013 Defendant PRAECIPE FOR WRIT OF SUMMONS TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please issue a Writ of Summons in the above-captioned action. The Writ of Summons shall be issued and forwarded to ( ) Attorney ( X ) Sheriff for service on Defendant. Respectfully submitted, DIETTERICK & CONNELLY, LLP Dated: 2007 By: NEIL;' WARNE YARN, ESQUIRE Attc ` ey I.D. # 82278 P.O. x 650 Hershey, 17033-0650 (717) 533-3280 Attorney for Plaintiff h yam, p r?? {= i c:t C(I) IN RE: ALICE R. PHILLIPS 93 Encks Mill Road Carlisle, Pennsylvania 17013 Plaintiff V. KARL E. ROMINGER Rominger & Whare 155 South Hanover Street Carlisle, Pennsylvania 17013 Defendant TO THE ABOVE NAMED DEFENDANT: WRIT OF SUMMONS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. el U. L 11--? CIVIL ACTION - LAW YOU ARE NOTIFIED THAT THE ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION AGAINST YOU. Date: ;Z 067 By: Pro onotary?? 4---- Deputy ( ) Check here if reverse is issued for additional information. t ALICE R. PHILLIPS, V. Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-568 CIVIL ACTION - LAW Defendant ? KARL E. ROMINGER, ENTRY OF APPEARANCE Kindly enter my appearance on behalf of Defendant, Karl E. Rominger, in the above-captioned. Respectfully submitted, McKissock & Hoffman, P.C. By: Edwin A.D. Schw wire I.D. No.: 75902 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: o z a 7 Attorneys for Defendant, Karl E. Rominger c CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Entry of Appearance upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff) McKissock & Hoffman, P.C. By: Edwin A.D. Schw squi Identification No.: 7 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: c, z ,c-! W. • -7- Attorneys for Defendant, Karl E. Rominger ft{T' Fn .. CrN 4 { Cam? "= ?? CD < ALICE R. PHILLIPS, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. KARL E. ROMINGER, Defendant NO. 07-568 CIVIL ACTION - LAW PRAECPE FOR RULE TO FILE A COMPLAINT Please issue a Rule directed to Plaintiffs to file a Complaint in the above-captioned matter within twenty (20) days of service or suffer judgment Non Pros. Respectfully submitted,_ r'r By: e? lt=? Edwin A.D. Sch , Esquire E Ir A ND NOW, this day of 2006, upon consideration of Defendants' Praecipe For Rule To File A Complaint, a Rule is hereby granted upon Plaintiff to file a Complaint within twenty (20) days of service, or suffer judgment Non Pros. Rule issued this 9y of , 2007. Curt Long, Prothonotary f '4 CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Rule to File Complaint upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff McKissock & Hoffman, P.C. By: .,_._ Edwin A.D. Schw z, squire Identification No.: 2 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: 0 7 f?6 :f,.,7 Attorneys for Defendant, Karl E. Rominger .J s co ; ?- r SHERIFF'S RETURN - REGULAR CASE NO: 2007-00568 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND PHILLIPS ALICE R VS ROMINGER KARL E KENNETH GOSSERT Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon ROMINGER KARL E the DEFENDANT , at 1542:00 HOURS, on the 31st day of January 2007 at 155 SOUTH HANOVER STREET CARLISLE, PA 17013 KARL ROMINGER by handing to a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 4.40 Affidavit .00 Surcharge 10.00 .00 ve' 32.40 ,'/l ? /b -7 ?'} ``?'"' Sworn and Subscib ed to before me this day of , So Answers: R. Thomas Kline 02/01/2007 JAMES SMITH DIETTERICK CONNELL By -' D put iff A. D. ri Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, Plaintiff V. KARL ERNST ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants : CIVIL ACTION : NO. 07-568 JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Com- plaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 or (800) 990-9108 M AVISO USTED, HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mds adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparencencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mds aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 or (800) 990-9108 JAMES, SMITH, DIETTERICK & CONNELLY, LLP Dated: April Z-, 2007 By: L L- 0, Neil Warner Yahn, s Attorney I.D. No. 22 P.O. Box 650 Hershey, PA 17033- (717) 533-3280 Attorneys for Plaintiff Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff IN RE: : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff V. NO. 07-568 KARL ERNST ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants : JURY TRIAL DEMANDED COMPLAINT 1. Upon information and belief, Alice R. Phillips, an adult individual residing at 93 Encks Mill Road, Carlisle, Pennsylvania 17013 (the "Plaintiff'), files this complaint (the "Complaint'). 2. Plaintiff is the surviving spouse of the decedent, Linwood B. Phillips, Jr. (the "Decedent'). 3. Plaintiff and the Decedent resided together as husband and wife at 93 Encks Mill Road, Carlisle, Pennsylvania (the "Homestead"). 4. The Plaintiff and the Decedent were married on October 6, 2000 (although the Plaintiff and Decedent concluded they were married beforehand in March of 2000). 5. The Decedent died on February 2, 2006, a resident of Cumberland County, Pennsylvania. 6. Defendant, Karl Ernst Rominger, Esquire, is a licensed professional with Pennsylvania Attorney License ID No. 81924, granting him the right to practice law in the Commonwealth of Pennsylvania. At all times relevant to this Complaint, he practiced law as part of the following firms, (i) Rominger, Baley, and Whare, (ii) Rominger and Whare, and (iii) Rominger and Associates with his principal office situated at 155 South Hanover Street, Carlisle Pennsylvania 17013 (herein Karl Ernst Rominger and the aforementioned firms shall be referred in the singular as the "Defendant'). 7. This action arises under the laws of the Commonwealth of Pennsylvania and is within the subject matter jurisdiction of this Honorable Court. 8. This Complaint includes a claim for professional malpractice and a Certificate of Merit has been supplied to Defendant and is attached to this Complaint attached to this Complaint attached as Exhibit "A". 9. Plaintiff has secured an appropriate licensed professional within this Commonwealth to verify as per the Certificate of Merit that there exists a reasonable probability that the care, skill, or knowledge exercised or exhibited in the treatment, practice, or work that is the standard in the representation, fell outside acceptable professional standards and that such conduct was a cause in bringing about the harm alleged herein. 10. Venue in this Court is proper for all actions hereunder. Damages exceed the jurisdictional minimum for this Court and until an accounting is completed of the Decedent's Estate and related litigation concluded, damages are incapable of calculation at this time. U. The Decedent's purported Last Will and Testament and Codicils have been offered by Robert G. Frey, Esquire, for probate (see attached Exhibit "B") (the Will and Codicils will be referred to collectively as the "Estate Plan"). -2- 12. The Estate Plan limits the Plaintiff s inheritance to a life estate of the primary residence and an income interest from a Qualified Terminable Interest Trust ("QTIP") as further defined in Section 2057 of the Internal Revenue Code of 1986, as amended (the "Code") funded with Two Million Dollars ($2,000,000) with the remainder of the QTIP passing to the Decedent's children upon the death of the Plaintiff. 13. The Estate Plan is inconsistent with the Decedent's representations made to the Plaintiff during her lifetime. 14. The Decedent told the Plaintiff she would inherit one-half of his assets. 15. The Decedent's estate is comprised of approximately $45 Million in assets. 16. Independent witnesses were not sought in the execution of the Estate Plan. 17. Robert M. Frey is a former business partner of the Decedent and they conducted business as Phillips and Frey, a Pennsylvania partnership. 18. Phillips and Frey owned substantial real estate holdings in excess of Twenty Million Dollars ($20,000,000). 19. Robert M. Frey is also a licensed attorney with Frey & Tiley. 20. The Estate Plan was drafted by Robert M. Frey, Esquire. 21. Robert M. Frey witnessed the Codicils. 22. Susan Henry witnessed the Estate Plan. 23. Susan Henry is currently employed by the law offices of Frey and Tiley, but prior to her new employment with the law practice, Ms. Henry was employed for approximately fifteen years with the Decedent as his bookkeeper. 24. The Homestead was the primary location of the business, Phillips and Frey. -3- 25. Ms. Henry worked at the Homestead as the bookkeeper when she witnessed the Estate Plan. 26. Robert M. Frey's son, namely Robert G. Frey, also practices law at Frey & Tiley. 27. Letters Testamentary were issued to Robert G. Frey as the named executor (the "Executor")(despite the fact that Robert M. Frey drafted the Estate Plan). 28. After the death of the Decedent, Plaintiff was informed of her inheritance per the Estate Plan including the QTIP provisions therein. 29. The Plaintiff filed her statutory right to receive her elective share as per 20 Pa. C.S.A. §2201 against the Estate Plan (the "Elective Share"). 30. The Executor objected to the Elective Share on the grounds that the Plaintiff waived her right to the Elective Share under a Prenuptial Agreement dated September 25, 2000 and two separate agreements both dated October 2, 2000 (herein each Prenuptial Agreement shall be referenced by date and collectively the two Prenuptial Agreements executed on October 2, 2000 shall be called the "Prenuptial Agreements" and this term excludes any reference to the Prenuptial Agreement dated September 25, 2000)(a true and correct copy of the Prenuptial Agreement dated September 25, 2000 is attached hereto as Exhibit "C, Tab 1" and the Prenuptial Agreements dated October 2, 2000 are attached hereto as Exhibit "C, Tab 2"). 31. Plaintiff has never reviewed the Prenuptial Agreements, nor was she given a copy after the execution. 32. While Plaintiff saw the Prenuptial Agreements, Plaintiff did not read the Prenuptial Agreements, nor were the Prenuptial Agreements read to her. 33. Defendant has not produced any of the Plaintiff s documents with regards to a file in this matter. -4- 34. Defendant claims the Plaintiff's file was destroyed in a flood. 35. Plaintiff avers the Decedent and Frey & Tiley secured counsel for the Plaintiff (specifically the Defendant herein) in late September 2000 to represent her in the execution of the Prenuptial Agreements in spite of the provisions within the Prenuptial Agreements. 36. Plaintiff relied upon Defendant to negotiate and explain the Prenuptial Agreements which he failed as part of his representation and responsibility to Plaintiff. 37. The Decedent's referral (whether first hand or via Frey & Tiley) of the Plaintiff to the Defendant was a sham. 38. Plaintiff avers that Defendant, in the course of his representation, colluded with the Decedent and his counsel, in a course of conduct that amounts to a malicious wanton and reckless disregard of the Plaintiffs rights and a clear violation of the Defendant's professional duty as the Plaintiff's counsel. 39. Defendant failed to fully advise and represent the Plaintiff thereby preventing her from making a well informed decision relating to the marital rights in her husband's estate of approximately $45 Million. 40. The Decedent and the Defendant were in a confidential relationship by virtue of his business relationship with the Decedent and the Defendant failed to disclose this conflict of interest. 41. The Plaintiff was unaware of the business relationship with the Decedent and believed that the Defendant would act in good faith on her behalf. 42. Defendant never met with the Plaintiff prior to the execution of the Prenuptial Agreements. -5- 43. Contemporaneous with the representation by Defendant of the Plaintiff, Defendant acquired equitable title to the office building at 155 South Hanover Street, Carlisle, Pennsylvania (the "Office Complex") from the Decedent pursuant to an Installment Sale Agreement dated August 23, 2000 (the "Installment Sale") attached as Exhibit "D". 44. The signature of the Decedent and the Defendant of the Installment Sale were both witnessed and acknowledged by Ms. Henry. 45. The Defendant was in a confidential relationship with the Plaintiff and therefore, had a duty to use the trust reposed upon him in good faith and not secure an advantage for himself. 46. The Prenuptial Agreements do not disclose the sale of the Office Complex, nor reference to the Installment Sale. 47. The Defendant had actual knowledge that the asset disclosure on the Prenuptial Agreements was incomplete in that the Office Complex was not included in the asset disclosures allegedly attached to the Prenuptial Agreements. 48. The Defendant failed to disclose to the Plaintiff that the asset disclosure was incomplete. 49. The Defendant intentionally failed to disclose the Installment Sale to the Plaintiff. 50. The Decedent intentionally failed to disclose the Installment Sale to the Plaintiff. 51. Robert M. Frey failed to disclose the Installment Sale to the Plaintiff. 52. On several occasions, the Defendant failed to make timely payment to the Decedent for the Office Complex as per the Installment Agreement. 53. The Defendant, an interested party, allegedly represented the Plaintiff's interest, but he was actually representing his own interest and that of the Decedent and Robert M. Frey. -6- 54. The Defendant violated the duty of loyalty as he had a duty to disclose the Installment Sale of the Office Complex, his conflict, and perhaps his own duress placed upon him by virtue of his business relationship with the Decedent. 55. Despite the apparent conflict of interest, the Defendant is strictly prohibited from representing a client when his personal or financial affairs conflict with or may compromise his independent and unbiased objective advice. 56. The Defendant's objectivity was compromised by the very nature of the Installment Sale and his personal dealings with the Decedent. 57. The Decedent selected Defendant as counsel for the Plaintiff knowing that the Defendant would not represent the interest of the Plaintiff in connection with the Prenuptial Agreements. 58. Robert M. Frey along with the Decedent sought the Defendant as counsel for the Plaintiff with their own interests in mind and in conflict with those of the Plaintiff, to obscure the rights of the Plaintiff and her knowledge thereof and preserve their own interest in Phillips and Frey. 59. The Decedent aided the Defendant in his breach of the duty of loyalty against the Plaintiff. 60. As evidence of the Decedent's deceit, the Prenuptial Agreement dated September 25, 2000 is a forged document. 61. Plaintiff denies executing the Prenuptial Agreement dated September 25, 2000 despite Ms. Henry verifying that she witnessed Alice Phillips and the Decedent execute the Prenuptial Agreement on September 25, 2000. -7 62. Contemporaneously, Plaintiff believes Decedent discerned that the forged Prenuptial Agreement may not satisfy the legal requirements for a valid prenuptial agreement, so the Decedent told the Plaintiff on or about September 30, 2000 she would have to meet with the Defendant as counsel, but that the representation was only a joke and the document was not valid. 63. The Plaintiff never met or spoke with the Defendant to review the Prenuptial Agreements prior to October 2, 2000. 64. On the morning of October 2, 2000, the Plaintiff and the Decedent drove to the law offices of Frey & Tiley. 65. Defendant was not present at the time and had to be called to meet with the Plaintiff from his office. 66. Upon arriving late to the meeting, the Defendant met the Plaintiff for the first time and the Plaintiff and Defendant met for approximately ten minutes. 67. Defendant did not review the Prenuptial Agreements with the Plaintiff, nor did he discuss the contents of the Prenuptial Agreements or read them to her. 68. Plaintiff is not sure as to whether the assets disclosures were attached to the Prenuptial Agreements. 69. Frey & Tiley prepared the Prenuptial Agreements. 70. Defendant told the Plaintiff that the Prenuptial Agreement was a joke and not to worry. 71. Defendant did not advise her at as to the legal impact of executing such documents with regards to the Decedent's Estate. -8- 72. After the execution of the Prenuptial Agreements, the Decedent and the Plaintiff left without a copy or an original. 73. Defendant never sent an executed copy of the Prenuptial Agreement to the Plaintiff. 74. The Plaintiff did not see the Prenuptial Agreements again until after the death of the Decedent in February of 2006 and only then learned of the legal impact of the Prenuptial Agreements, including that the Plaintiff would not be inheriting one-half (1/2) of the Estate as the Decedent represented. 75. The Defendant and the Decedent, directly and through counsel, colluded and engaged in a series of calculated steps to obscure the rights of the Plaintiff, including exploiting the confidential relationships with the Plaintiff, to preserve their own pecuniary interest, and but for the collusion and the confidential relationships, the Plaintiff would not have executed the Prenuptial Agreements. 76. The Plaintiff has filed a companion claim to set aside the Prenuptial Agreements with the Cumberland County Orphans' Court ("Petition to SetAside") and pending the outcome of that litigation, the damages in this complaint are immeasurable and only reflect an estimate of the damages. COUNTI BREACH OF DUTY OF CARE - LEGAL MALPRACTICE 77. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 76 as though set forth in full. -9- 78. As Plaintiff's attorney, the Defendant owed a duty of care to competently and skillfully represent the Plaintiffs interest in connection with the Prenuptial Agreements as would a similarly situated attorney. 79. The Defendant committed a culpable act of legal malpractice and violated the duty of care by not thoroughly reviewing the Prenuptial Agreements and exhibits and disclosures and properly advising the Plaintiff as to her rights both for full disclosure and the impact the execution would have on future claims including the Elective Share. 80. The Plaintiff believes and therefore avers that the Defendant breached his duty of care to competently represent the Plaintiff and committed an act of legal malpractice by permitting the Plaintiff to enter into the Prenuptial Agreements without a review of the documents and the disclosures with the Plaintiff, as well as failing to disclose his interest in the Office Complex which should have been, but was not, included on the disclosure statement allegedly attached to the Prenuptial Agreements. 81. As a direct and proximate result of the Defendant's malpractice and breach of the duty of care, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. -10- COUNT II BREACH OF DUTY OF LOYALTY - LEGAL MALPRACTICE 82. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 81 as though set forth in full. 83. Defendant owed an undiluted duty of loyalty and committed legal malpractice in representing the Plaintiff. 84. Plaintiff contends that Defendant breached the duty of loyalty and committed legal malpractice when he failed to disclose the purchase of the Office Complex and his business dealings with the Decedent. 85. Plaintiff contends that Defendant breached the duty of loyalty and committed legal malpractice by failing to advise the Plaintiff of his conflict of interest to seek independent separate counsel. 86. As a direct and proximate result of the Defendant's breach of the duty of loyalty and legal malpractice, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury- - I I - COUNT III BREACH OF DUTY OF GOOD FAITH - LEGAL MALPRACTICE 87. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 86 as though set forth in full. 88. Plaintiff contends that Defendant breached the duty of good faith and committed legal malpractice by failing to disclose the confidential relationship between the Defendant and the Decedent. 89. Defendant held himself out as representing the Plaintiff, but only acted to damage the Plaintiff and not represent her interest. 90. If the Defendant had disclosed the breadth of his conflicts, the Plaintiff would have sought independent counsel. 91. As a direct and proximate result of the Defendant's malpractice and breach of the duty of good faith, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. COUNT IV MATERIAL BREACH OF CONTRACT - LEGAL MALPRACTICE 92. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 91 as though set forth in full. -12- 93. Plaintiff entered into a contract with the Defendant. 94. Defendant materially breached the contract and committed legal malpractice for failing to disclose his confidential relationship with the Decedent, perform the requisite due diligence and properly advise the Plaintiff as to her rights with regards to the execution of the Prenuptial Agreement. 95. As a direct and proximate result of the Defendant's material breach of contract, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. COUNT V STATUTORY CLAIM - VIOLATION OF UNFAIR TRADE LAW 96. Plaintiffs hereby incorporate Paragraphs lthrough 95 by reference as if set forth fully herein. 97. Defendant engaged in conduct which caused the likelihood of confusion or of misunderstanding as to the source, sponsorship, approval or certification of goods or services, in violation of the Unfair Trade Law, 73 P. S. §201-1 (ii). 98. Specifically, Defendant misled Plaintiff to believe he was acting in Plaintiff's best interest. -13- 99. Defendant did not disclose to Plaintiff the confidential relationship with the Decedent. 100. Defendant presented himself to Plaintiff as a trusted attorney. 101. Defendant violated the Unfair Trade Law by "representing goods or services have sponsorship, approval, characteristics, ingredients, uses, benefits or quantities that they do not have or that a person has a sponsorship, approval, status, affiliation or connection that he does not have" 73 P.S. § 201-1(v) and (viii) and as a direct and proximate result of the Defendant's breach of the Unfair Trade Law, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits without limitation intended and legal fees pending a confirmation of the Elective Share of the Decedent and an accounting from the Estate. WHEREFORE, as a direct and proximate result of Defendant breach of the Unfair Trade Law, Plaintiff has sustained damages and respectfully requests damages to be determined at trial and payment by Defendant of statutory damages to Plaintiff as permitted under 73 P.S. §201-8 in an amount this Court or jury deems appropriate. COUNT VI CONSTRUCTIVE FRAUD - LEGAL MALPRACTICE 102. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 101 as though set forth in full. 103. Defendant had a duty to fully inform the Plaintiff as to all material matters by and between the Decedent and the Defendant including specifically the Installment Sale of the Office Complex. -14- 104. Defendant's failure to disclose the conflict (or seek a waiver thereof) constitutes constructive fraud equal to legal malpractice as the Defendant intentionally withheld important client information despite the Defendant's actual knowledge. 105. If the Plaintiff had known of the conflict, Plaintiff would have sought independent legal counsel in a matter of such importance. 106. As a direct and proximate result of the Defendant's legal malpractice by constructive fraud, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. COUNT VI CONSPIRACY - LEGAL MALPRACTICE 107. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 106 as though set forth in full. 108. Defendant had a duty to fully inform the Plaintiff that Robert M. Frey had contacted the Defendant at the request of the Decedent to represent the Plaintiff's interest. 109. Plaintiff believes Robert M. Frey is the original author of the Installment Sale Agreement between the Defendant and the Decedent. 110. Frey and Tiley drafted the Prenuptial Agreements, and yet said agreements fail to disclose the Office Complex. -15- I 11. Robert M. Frey pursued the Defendant with the goal of advancing his own financial interest in the partnership of Phillips and Frey. 112. Robert M. Fray also drafted the Estate Plan. 113. Robert M. Frey had a vested interest to assure that the assets in general partnership of Phillips and Frey between the Decedent and Robert M. Frey, passed in a testamentary manner that enabled him to control the disposition and also minimize the interference of the Plaintiff. 114. If the Plaintiff had known of the collusion, Plaintiff would have sought independent legal counsel in a matter of such importance. 115. As a direct and proximate result of the Defendant's collusion, the Defendant has committed legal malpractice, and therefore, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and -16- costs of suit together with such other relief deemed appropriate by the Court or jury. Respectfully submitted, SMITH, DIETTERICK & CONNELLY, LLP Date: April _L, 2007 By: 0 Neil W. Yahn, Esquire Attorney I.D. No. 8227 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff -17- ?x? b?? ? Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff IN RE: : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff : NO. 07-568 V. KARL E. ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants JURY TRIAL DEMANDED CERTIFICATE OF MERIT AS TO KARL E. ROMINGER, ESQUIRE, DEFENDANT I, NEIL WARNER YARN, ESQUIRE, certify that: B .'an appropriate licensed professional has supplied a written statement to the undersigned that there is a basis to conclude that the care, skill or knowledge exercised or exhibited by this defendant in the treatment, practice or work that is the subject of the complaint, fell outside acceptable professional standards and that such conduct was a cause in bringing about the harm; AND/OR ? the claim that this defendant deviated from an acceptable professional standard is based solely on allegations that other licensed professionals for whom this defendant is responsible deviated from an acceptable professional standard and an appropriate licensed professional has supplied a written statement to the undersigned that there is a basis to conclude that the care, skill or knowledge exercised or exhibited by the other licensed professionals in the treatment, practice or work that is the subject of the complaint, fell outside acceptable professional standards and that such conduct was a cause in bringing about the harm; OR ? expert testimony of an appropriate licensed professional is unnecessary for prosecution of the claim against this defendant. Date: April 2, 2007 I)MU JAMES S DIETTERICK & CONNELLY, LLP By: Neil W. Yahn, Esquire Attorney I.D. No. 82 P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff 2 IN RE: ALICE R. PHILLIPS, Plaintiff V. KARL E. ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO. 07-568 JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, NEIL WARNER YARN, Esquire, do hereby certify that I served a true and correct copy of the foregoing Certificate of Merit upon the following below-named individual this date by depositing same in the United States mail, postage prepaid, at Hershey, Pennsylvania, addressed as follows: Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 McKissock & Hoffman, P.C. 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 (7 7) 540-3400 Attorney for De dart, Karl E. Rominger NEIL WARNER YAHN Attorney I.D. #82278 1 Date: April 7 2007 ?xl??b?f 3 LAST WILL AND TESTAMENT OF LINWOOD B. PHILLIPS, JR. I,' LINWOOD B. PHILLIPS, JR., of Dickinson Township (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this as and for my Last Will and Testament hereby revoking and making void any and all Wills by me at any time heretofore made. 1. I direct my hereinafter named Executor or Executrix to pay all of my just debts and funeral expenses as soon after my death as may be found convenient to do so. I further direct that my funeral services be conducted by Ewing Brothers Funeral Home, 630 South Hanover Street, Carlisle, Pennsylvania in a manner substantially similar to the arrangements which I made for my wife Edna Lucille Phillips and that my body be interred beside her grave on my burial lot in Cumberland Valley Memorial Gardens located along Governor Ritner Highway near the Borough of Carlisle, Pennsylvania. I further direct that on Lot 8C-1 the same shall be reserved for the burial of my wife, Alice Renee Phillips, her body to be located at the head of my body and a headstone placed there substantially the same as the headstone marker at my grave. 2. I direct that all inheritance, transfer, succession, estate and death taxes which may be payable on account of my death shall be payable from the assets which give rise to such taxes and charged to the person or persons receiving the assets. 3. I give, devise, and bequeath to my hereinafter Trustee, his successors and assigns, in trust, the maximum amount which will qualify for the unified credit for federal estate tax which is presently $1,000,000.00 and scheduled to reach $3,500,000.00, to be divided into equal shares for each of my four children who are LINDA L. STULL, LINWOOD B. PHILLIPS, III, MERLE R. PHILLIPS AND ALLEN W. PHILLIPS, provided each one so sharing shall survive me by a period of ninety (90) days, but should any of them fail to so survive me then the provision for such deceased child shall lapse unless such deceased child shall have legitimate issue as hereinafter defined who shall survive me by a period of ninety (90) days, in which case the provisions for the deceased child of mine shall be divided between or among such legitimate issue, per stirpes. The share allocated for each child of mine as above provided shall be invested by my hereinafter named Trustee and each child of mine shall receive from income and principal the sum of at least $12,000.00 per year or each child's share of the income, whichever shall be greater. If the amount allocated for each child of mine shall be invested in any mutual fund or funds, my Trustee is authorized and directed to allocate any ordinary income distributions and any capital gain distributions partly or wholly to principal or to distributable income as the Trustee shall deem best. Upon the death of the child of mine for whom the share has been allocated, any balance remaining in that child's share shall be paid to his or her legitimate issue as hereinafter defined who shall survive that child, per stirpes, and if there be no such legitimate issue as hereinafter defined, then the same shall be added to the shares of my other children. If one or more of the other shares have been distributed to the issue of that child for whom such share was held, then the amount which would have been added to such share shall be distributed to the then living legitimate issue as hereinafter defined of the child of mine whose share had been distributed. The meaning of "legitimate issue" as used above shall be limited to a child or children whether legitimate of not who were born to a female descendant of Testator, and shall be limited to a child or children bom to a male descendant of Testator where the father of such child or children was married to the mother either before or after the birth of such child or children. In any case, the meaning of "child" or "children" or "legitimate issue" as used above shall not include any adopted child or children. No title in any Trust hereby created, or in t i income accruing therefrom, or in its accumulation, shall vest in any beneficiary and no beneficiary shall have the right or power to transfer, assign, anticipate or encumber his or her interest in said Trust, or the income therefrom prior to the actual distribution thereof by the Trustees to such beneficiary. Further, neither the income nor the principal of said Trust shall be liable in any manner, in the possession of the Trustees, for the debts, contracts or engagements of any of the beneficiaries. Page 1 of 4 Pages °' 4. If at the time of my death I am married to Alice R. Phillips and if she survives me, I give, devise, and bequeath to my hereinafter named Trustee, his successors and assigns, in Trust, my residence at 93 Encks M ll Road in Dickinson . Township in Cumberland County, Pennsylvania, together with its curtiledge and in addition the duplex dwelling house adjacent thereto, and a garden house and garage building but not the various farm buildings and acreage, together with the sum of $2,000,000.00, gwo Million Dollars) the income from which shall be used for the benefit of my wife, ALICE PHILLIPS, she to have the right to occupy the principal residence and the income to be used to pay real estate taxes and hazard insurance with appropriate limits of coverage, make all necessary repairs and maintain both the buildings and grounds, and the income in excess of that required for these purposes shall be paid at regular intervals, at least annually, to or for the benefit of my wife Alice R. Phillips. Upon the death of my wife, Alice R. Phillips, the assets of this Trust shall be retained by my hereinafter named Trustee, his successors and assigns, in Trust and the income and principal distributed as provided in the Trust established in paragraph no. 3 hereinabove. . I direct my Executor to elect under Internal Revenue Code Section 2056 to qualify this Trust set forth in paragraph no. 4 above for the Federal Estate Tax marital deduction, limited, however to those assets which otherwise would qualify for the marital deduction if transferred to my wife, Alice R. Phillips and to elect to have this Trust treated as a qualified terminable interest Trust (QTIP). 5. All of the rest, residue and remainder of my Estate, real, personal and mixed, and wheresoever the same may be situate, I give, devise and bequeath to my hereinafter named Trustee, his successors and assigns, in Trust as a separate Trust to be held by him for the benefit of my four children as provided in paragraph no. 3 above, and the income and principal of this Trust shall be held and distributed in the same manner as provided in said paragraph number 3 above. Should the Trustee find it necessary or desirable to combine the assets of this Trust with the assets of the Trust provided in paragraph number 3 above if such combining is advantageous to the operation of the Trust and its beneficiaries. 6. Any share or portion of a share of any Trust created hereunder, or any other property of mine that is not disposed of under any other provision of this Will, shall go and be distributed to the persons who would constitute my heirs-at-law had I died ninety (90) days after my actual date of death, intestate and unmarried. 7. If my wife and I should die under such circumstances that the order of our deaths cannot be established by proof, it shall be presumed that my wife survived me. 8. I hereby nominate, constitute and appoint my friend's son, ROBERT G. FREY as Executor of this my Last Will and Testament, but should he predecease me or fail to qualify or cease serving as such, then in such event I nominate, constitute and appoint my daughter LINDA A. STULL as alternate or successor Executrix and I further direct that neither of them shall be required to post any bond to secure the faithful performance of his or her duties in the Commonwealth of Pennsylvania or in any other jurisdiction. 9. I hereby nominate, constitute, and appoint my friend's son ROBERT G. FREY as Trustee of all the Trusts hereinbefore set forth. The compensation of said Trustee and of his successors, shall be limited to a total of one-half of 1% of the value of the corpus of the Trust calculated annually as of December 31st of the immediately preceding year. In any year in which said Trustee declines or fails to accept compensation, the same shall be deemed waived and shall not be accumulated for payment in a future year. 10. In addition to the powers conferred by law, my hereinbefore named Executor and Trustee, and his successors, are empowered: a. To invest any part of the trust corpus in such securities, investments, or other property as may be deemed advisable and proper, irrespective of whether the same are authorized for the investment of trust funds under the laws of any governing jurisdiction. Page 2 of 4 Pages b. With respect to any corporation, the stocks, bonds, or other securities of which may beheld, to vote in person or by proxy on any shares of stock; to consent to the merger, consolidation or reorganization of such corporations; to consent to the leasing, mortgaging or sale of the property of any such corporations; to make any surrender, exchange or substitution of such stocks, bonds or other securities as an incident to the merger, consolidation or reorganization of such corporations; to pay all assessments, subscriptions and other sums of money which may be deemed wise and expedient for the protection and maintenance of the proportionate interest of the investment in such corporations; to exercise any option or privilege which may be conferred upon the holders of such stocks, bonds, or other securities of such corporations either for the conversion of the same into other securities or for the purchase of additional securities, and to make any and all necessary payments which may be required in connection therewith; and generally to have and exercise as to all such stocks, bonds and other securities, the powers of an individual owner who is not under trust obligation. c. To hold the trust corpus in one or more consolidated funds in which separate shares shall have undivided interests. d. To sell at public or private sale for cash or upon credit, or partly for cash and partly on credit, and upon such terms and conditions as shall be deemed proper, any part or parts of my estate or the trust estate, and no purchaser at any such sale shall be bound to inquire into the expediency or propriety of any such sale or to see to the application of the purchase moneys arising therefrom. e. To keep on hand and uninvested such money as may be deemed proper and for such period as may be found expedient, f. To compromise, settle or arbitrate any claim or demand in favor of or against my estate or the trust estate. g. And authorized in the discharge of fiduciary duties, to employ counsel and to determine and to pay such counsel reasonable compensation which shall be charged against the principal or income of the trust fund, and shall further be entitled to charge against the principal or income such other reasonable expenses and charges as may be necessary and proper to incur for the proper discharge of fiduciary duties and for the proper management and administration of the trust estate. h. In making any division of property into shares for the purpose of any distribution thereof directed by the provisions of the trust, to make such division or distribution, either in cash or in kind, or partly in cash and partly in kind, as shall be deemed most expedient, and in making any division or distribution in kind may allot any specific security or property or any undivided interest therein to any one or more of such shares, and to that end may appraise any or all of the property so to be allotted and the judgment as to the propriety of such allotment and as to the relative value for purposes of distribution of the securities or property so allotted shall be final and conclusive upon all persons interested in the trust or in the division or distribution thereot i. And authorized to register any shares of stock or other assets of any trust in their own names or in the name of a nominee. j. To retain and invest in shares of stock of my Trustee k. To retain any investments including mutual funds which I may own at the time of my death and in addition to invest any part of the Trust corpus in such mutual fund or mutual funds as may be deemed advisable or proper, irrespective of whether the same are authorized for the investment of trust funds under the laws of any governing jurisdiction. 1. To determine from time to time whether all or some portion of realized capital gains shall be treated as ordinary income for distribution to a beneficiary or treated as principal to be retained as part of the corpus, and such designation need not be consistent from one year to another. Page 3 of 4 Pages °` IN WITNESS WHEREOF, I have here to set y hand and seal to this my Last Will and Testament'written on three (3) pages, thi& May of?' 22 . p(SEAL) Linwood B. Phillips, Jr. Signed, sealed, published, and declared by LINWOOD B. PHILLIPS, JR., the Testator above named, as and for his Last Will and Testament, in our presence, who, in his presence, at his request, and in the presence of each other, have hereunto subscribed our names as attesting witnesses. Page 4 of 4 Pages FIRST CODICIL TO LAST WILL AND TESTAMENT OF LINWOOD B. PHILLIPS, TR. DATED MARCH 3, 2005 I, LINWOOD B. PHILLIPS, JR., of Dickinson Township (mailing address: 93 Encks Mill Road, Carlisle, PA 17013), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish, and declare this as and for a First Codicil to my Last Will and Testament dated March 3, 2005. 4. I hereby revoke in its entirety paragraph number four (4) of said Last Will and Testament dated March 3, 2005, and substitute therefore the following: If at the time of my death I am married to Alice R. Phillips and if she survives me, I give devise and bequeath to my Trustee named in paragraph number eight (8) of said Last Will and Testament, his successors and assigns, whatever dwelling house and lot of ground I may have hereafter had constructed or acquired, it being my intention to have constructed a dwelling house on one of my lots located in the Subdivision known as Clarendon, in Dickinson Township, Cumberland County, Pennsylvania, which house and lot of ground shall be used for the benefit of my wife, Alice R. Phillips, she to have a life estate in the same so long as she. shall live, and in addition, I give devise and bequeath to said Trustee the sum of $2,000,000.00 in trust, the income from which or 5% of the principal thereof as of December 31st of the year preceding the year of distribution to her, whichever shall be larger, which shall be used for the benefit of my wife, Alice R. Phillips, so long as she shall live, she to have the right to occupy said house and lot of land and said income shall be used to pay real estate taxes and hazard insurance with appropriate limits of coverage, and for the making of all necessary repairs and maintenance of the buildings and land, and the income in excess of that required for these purposes shall be paid to her or for her benefit at regular intervals, at least annually. Upon the death of my wife Alice R. Phillips, the assets of this trust shall be retained by my said Trustee, hi" successors and assigns, in trust, and the income and principal distributed as provided in the trust established in paragraph number three (3) of my said Last Will and Testament dated March 3, 2005. In the event that I have not constructed a dwelling house on one of my lots in Clarendon, Dickinson Township, Cumberland County, Pennsylvania, then I direct my Executor to do so for use by my wife, or to acquire a suitable dwelling elsewhere in which she shall have a life estate, cost of which shall not exceed $300,000.00 if a new house is constructed or $350,000.00 if a house and lot are purchased, which shall be in addition to the $2,000, 000.00 to be held in trust as above provided. I direct my Executor to elect under Internal Revenue Code Section 2056 to qualify this trust as set forth in this paragraph number four (4) above for the Federal Estate Tax Marital Deduction, limited, however, to those assets which otherwise would First Codicil to Last Will and Testament of Linwood B. Phillips, Jr. Page I oft qualify for the marital deduction if transferred to my wife Alice R. Phillips and to elect to have this trust treated as a Qualified Terminable Interest Trust (QTIP). Except as hereinabove provided, I hereby ratify and affirm the provisions of my said Last Will and testament dated March 3, 2005. IN WITNESS WHEREOF, I have hereunto set my hand and seal to 's First .Gqdicil to my J-ast Will and Testament, dated March 3, 2005, on this day of Il(l? , 2005. ?? ?? (SEAL) LINWOOD B. PHILLIPS, JR. Signed, sealed, published and declared by LINWOOD B. PHILLIPS, JR., the Testator above named, as and for a First Codicil to his Last Will and Testament dated March 3, 2005, in our presence, who in his presence, at his request, and in the presence of each other have hereunto subscribed our names as attesting witnesses. First Codicil to Last Will and Testament of Linwood B. Phillips, Jr. Page 2 of 2 Y TS: ?? SECOND CODICIL TO LAST WILL AND TESTAMENT OF LINWOOD B. PHILLIPS. M. DATED MARCH 3, 2005 I, LINWOOD B. PHILLIPS, JR., of Dickinson Township (mailing address: 93 Encks Mill Road, Carlisle, PA 17013), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish, and declare this as and for a Second Codicil to my Last Will and Testament dated March 3, 2005. A. If at the time of my death I am married to Alice R. Phillips and if she survives me, until such time as she shall actually occupy the dwelling house contemplated to be acquired either by new construction or purchase of an existing house and lot of ground, etc., as provided in the First Codicil to my Last Will and Testament which Codicil is dated November 17, 2005,1 direct that Alice R. Phillips shall have the right to occupy my residence at 93 Encks Mill Road in Dickinson Township, in Cumberland County, Pennsylvania, together with its curtilege and in addition the duplex dwelling house adjacent thereto, and a garden house and garage building, and garden area and pond located between said dwelling house and Bricks Mill Road, but not the various farm buildings and acreage. During the time my wife Alice R. Phillips shall choose to occupy this property,. she shall be responsible for paying the real estate taxes and hazard insurance with the appropriate limits of coverage, make all necessary repairs, and maintain both the buildings and grounds, applying theincome from the duplex dwelling houses and any other income generated by the premises to these expenses. All expenses in excess of that generated from said duplex dwelling house and any other income generated from the premises, shall be paid from the Trust fund provided for her as set forth in the First Codicil to my Last Will and Testament dated November 17, 2005. It is my expectation that my said wife Alice R. Phillips shall choose to occupy the residence contemplated to be constructed or acquired as set forth in said First Codicil to my Last Will and Testament, and upon her choosing to do so, the right to occupy the property herein provided at 93 Encks Mill Road shall terminate. B. No title in any Trust created under any provision of my Last Will and Testament dated March 3, 2005 or in the First Codicil to said Last Will and Testament dated November 17, 2005, or in the within Second Codicil to said Last Will and Testament, or in any future Codicil to said Last Will and Testament, or in the income accruing therefrom, or in its accumulation, shall vest in any beneficiary and no beneficiary shall have the right or power to transfer, assign, anticipate or encumber his or her interest in such Trust or Trusts, or in the income therefrom prior to the actual distribution thereof by the Trustee or Trustees to such beneficiary. Furthermore, neither the income, nor the principal of any such Trust shall be liable in any manner, in the possession of the Trustee or Trustees, for the debts, contracts or engagements of any of the beneficiaries. C. Except as hereinabove provided, I hereby ratify and affirm the provisions of my said Last Will and Testament dated March 3, 2005, and the provisions of the First Codicil to my said Last Will and Testament dated November 17, 2005. IN WITNESS WHEREOF, I have hereunto set my hand and seal to this Second Codicil to my Last Will and Testament, dated March 3, 2005, on this -0,--k-day of N*ft- rrber, 2005. P- ? J s' LGL1 ??r ?( SEAL) LINWOOD B. PHILLIPS, JR. Signed, sealed, published and declared by LINWOOD B. PHILLIPS, JR., the Testator above named, as and fora Second Codicil to his Last Will and Testament dated March 3, 2005, ii our presence, who in his presence, at his request, and in the presence of each other have hereunto subscribed our names as attesting witnesses. W7. aAA?Lr l,' PRE-NUPTIAL, rE TENT ENTI%IZED INTO THIS 95 - v day of September, 2000., between, Linwood 13, Phillips, Jr" of Dickinson Township, Cumberland Comity, Pennsylvania (nailing taddre s: 93 Eneks Mill Road, Carlisle, Penttsylvarlia 17013). hereinafter known as "'HUSBA:ND", AND Alice It. Niouniz, of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Enc:-ks Mill. Road, Carl idle. Penmylvania 17()1 1hereinafter knrnvvn as "WTFE''', VVITNES,SL+'TIL That in ccuisideration of the terms ind conditivils htwein set forth, and in Coll te1111)lalion a.nd comide-ration Of lair. conte11 phtl.ed 111arrit19e of HUSBAND and WIFF, to each Other, they do (tgrec. as follovvs: 1. Tho parties to thi ; Agtec;tltcnt intend and desire to dufine'their respective rights in the property of the tither, and to avoid .sw.oh interest which, except fm the opc;raatian of this Agreement, they might acquire in than property of the other its incidents of tlicir marriage. relationship. 2. RUSBAND wets born .tin ;lily 28, 1925, Land has four children, who are Linda L. Stull, Linwood B. Pliiliips, ill, Walter Allen Phillips, and Mcdc R. Phillips. 3. WIFE was born on Dec ember 11, 1935, and has three children, who are Harold C. Mirahitcl, Sr., Dawn 1Vlarai Hamel, and Paula George. 4. HUSBAND is presently retired. WIFE is presently retired. 5. Attaclted.hereio and marked Exhibit "A" is a ;statement Of SUbstantialiy all of the assets of HUSBAND presently owned by him and in addition sets forth his expectancies. 6. Attac,hcd hereto and marked Exhibit. "B" is a statement Of substantially all of the assets of WIFE prescntly owned by liar and in :addition sets forth her expectancies. 7. This Agreement is entered into in consideration of marriage, and its effectiveness is oxpvessly conditioned on such marriage. between tile- parties actually taking pktce, and if, for any reascut. lie marriage is not consu=-sated, this ALre.cment wiIl be of no force or effect. 5. HIIS13AND and WIFE do hereby admit and acknowledge that each has been represented by independent counsel in the tiegotiation of tills Agreement: t11;1t the c0un':e.l represe.nt.ing catch pally was of, his 01' 1101' own choosing: and that this Agreeaitcitt has been read by cacti of the parties ttnd has bmi1 explained to each of tartan by :such counsel as tip its meaning lanai legal conscquenreS. 9. L-xcept as hercin Provided, HUSBAND does licreby covenant and agree with WIFT that I ILISBAND will neither during tho lifetime of WILT nor after her dealth take, claim. deninjicl ur rr.ce.ivc, and dies hGrcby waive and release all rights, claims, (ides and interests, actual, incho1'lte, i)r continocnt. in h1W un cduity which I-ILTSBAND nai(thl, by reason of his marriage try WIFE, acgtr,re iu her rror)(c ty or estate, including but not limited to: 1. All of the assets listed on Exhibit "B" attached hereto plt1q all inCollle which IMIV be earned and accumuha ed on such assets, talc. ahhreci,1601) in vLtluv Or surd assets. ft-1t1 the prcjc:eeds of sale or liquidation of any of said 3<scts 'arid tale i'eitivc-titmcnt of such support from HUSBAND for purposes of :this paragraph, 12. If KNIFE survives HUSBAND, WIFE shall be entitled to a Support payment of s3;oocl t 6 rcr month, to.be ac-:ljustud annually, beginiiing on the first anniversary of. the death or Nt.1SRAND, by multiptying fhe Monthly Spppoil. payable for the preceding year b a fractiurt; the nurneratur of which shall be 'the Consumer Price Index For the current y'eari and the d nonlirttitor cif Miicl shall bar the Consumer Trice Index tiir the preceding; year, ttihirh ;ttijcrunt shall .then be payable for the :suec ee.ding twOve equal monilily support payrne'nts. Prrsviileti, lic???e?rer, that if nn._y trust is ergate.d by HUSBAND for the heaeft cif 1 1ZE tantl'is tteSi?.rtatt't} as being for her support:duriny hc.r iifelime, any distributions from, said tnatit tt? WITE shall :tie cr•editcd toward lac. payments :.of 'M.onthly support. frown HUSBAND for purposes of this j aragra h. 13, All other (assets which HUS.Li.iLt D and WIFE ITlrly have acclti red or hereafter acquire Lvhich are acquired.joiritly by MUS} AND nrid WIFE, as tenants in coiiinion or asjoint-te- ants nit-h. till: right Lif xurviwrship or cts tea?ai t<s,l?y the entirety, in:thc rabsence of a speciric deslg uclior .N their interests in ;suCh w%sc:th, b6ing- other than equal, then same shall be deemed to be equal turd :shat l be treated as marital prop rtyr. 14. HUSBAND and WIFE each ri,gree that nothing, herein contained shall be.decnacr to deprive any child born of their cbntoniplated marriage from the right,t.o suppcwr by either or both i 1 USBAND and 1\ IFE; 15. HUSBAND and WIFE covenant that each shall willingly, Ut the request pit either party, or .at the rc:qwst of his or her :successors or assigns, execute, deliver and properly itcknowlarl *e tvttatcver aclciifi+aititl instruments may be required or s:.onvenient to tarry out the intention of iluti Agreenient,,and..shall _e ccc tstc, deliver and properly itcknovvledge any drred"i or cattier documents in order that gaud and.iliarl-ctable title to any property can be conveyed by one Party or the estate of that party Flee from any claim of the other party. 16. Nothing herein contained shall preclude or prevent cithey HUSBAND or WIFE.from uruking inter vivos transfer rnr testamentary bequents to each other which maybe ni-ore Sencrrous than Ui nything provided herein, provide.cl that any such intervivos transfer shall clearly indicau;• in Nyriting that such transfer is intended to alter the terins of this Agreement to the extent of NL,,?h transfer. INTENDING TO BE LL+:CYrliLLY ROUND HEREBY, the parties hereto have exec:u!eCl this Agreement on the clay and year first hercinubove written. ct_??? s d?pp'i'' GAT. ) Linwood II. Phlil ps, Jr. ? 0' (SEAT,) 0)", Alice It, MountL C a PRE-NUPTIAL AGREEMENT OCA-Ob2.V' ENTERED INTO THIS arxA day of Suer, 2000, between, Linwood B. Phillips, Jr., of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "HUSBAND", AND Alice R. Mountz, of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Bricks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "WIFE", WITNESSETH: That in consideration of the terms and conditions herein set forth, and in contemplation and consideration of the contemplated marriage of HUSBAND and WIFE to each other, they do agree as follows: L The parties to this Agreement intend and desire to define their respective rights in the property of the other, and to avoid such interest which, except for the operation of this Agreement, they might acquire in the property of the other as incidents of their marriage relationship. 2. HUSBAND was barn on July 28, 1925, and has four children, who are Linda L. Stull, Linwood B. Phillips, III, Walter Allen Phillips, and Merle R. Phillips. KIM 3. WIFE was born on December 11, 1435, and has three children, who are Harold C. Mirabito, Sr., Dawn Marei Hamel, and Paula George. 4. HUSBAND is presently retired. WIFE is presently retired. 5. Attached hereto and marked Exhibit "A" is a statement of substantially all of the assets of HUSBAND presently owned by him and in addition sets forth his expectancies. 6. Attached hereto and marked Exhibit "B" is a statement of substantially all of the assets of WIFE presently owned by her and in addition sets forth her expectancies. 7. This Agreement is entered into in consideration of marriage, and its effectiveness is expressly conditioned on such marriage between the parties actually taking place, and if, for any reason, the marriage is not consummated, this Agreement will be of no force or effect. 8. HUSBAND and WIFE do hereby admit and acknowledge that each has been represented by independent counsel -in the negotiation of this Agreement; that the counsel representing each party was of his or her own choosing; and that this Agreement has been read by each of the parties and has been explained to each of them by such counsel as to its meaning and legal consequences. 9. Except as herein provided, HUSBAND does hereby covenant and agree with WIFE that HUSBAND will neither during the lifetime of WIFE nor after her death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which HUSBAND might, by reason of his marriage to WIFE, acquire in her property or estate, including but not limited to: a. All of the assets listed on Exhibit "B" attached hereto plus all income which may be earned and accumulated on such assets, the appreciation in value of said assets, and the proceeds of sale or liquidation of any of said assets and the reinvestment of such l proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; C. The right to any distributive share in the estate of WIFE should she die intestate; d. The right to take against the Will of WIFE, his prospective spouse; e. The right to act as Administrator or Executor, either alone or jointly with others, of the estate of WIFE, unless nominated by WIFE; The right to seek support from WIFE; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 10. Except as herein provided, WIFE does hereby covenant and agree with HUSBAND that WIFE will neither during the lifetime of HUSBAND nor after his death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which WIFE might, by reason of her marriage to HUSBAND, acquire in his property or estate, including but not limited to: a. All of the assets listed on Exhibit "A" attached hereto plus all income which may be earned and accumulated on such assets, as well as the proceeds of sale or liquidation of any of said assets and the reinvestment of such proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; c... The right to any distributive share in the estate of HUSBAND should he die intestate; d. The right to take against the Will of HUSBAND, her prospective spouse; e. The right to act as Administrator or Executrix, either alone or jointly with others, of the estate of HUSBAND, unless nominated by HUSBAND; f. The right to seek support, future support or benefit from HUSBAND; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 11. If the marriage ends prior to the death of either HUSBAND or WIFE, WIFE shall be entitled to a lump sum payment calculated as $1,000.00 times the number of whole months between the date of marriage and the date of separation. Thereafter, WIFE shall be entitled to receive $2,000.00 per month for support until such time as she remarries, or until such time as either party dies, whichever event shall first occur. Provided, however, that if any trust is created by HUSBAND for the benefit of WIFE and is designated as being for her support during her lifetime, any distributions from said trust to WIFE shall be credited toward the payments of monthly e support from HUSBAND for purposes of this paragraph. 12. If WIFE survives HUSBAND, WIFE shall be entitled to a support payment of $3,000.00 per month, to be adjusted annually, beginning on the first anniversary of the death of HUSBAND, by multiplying the monthly support payable for the preceding year by a fraction, the numerator of which shall be the Consumer Price Index for the current year, and the denominator of which shall be the Consumer Price Index for the preceding year, which amount shall then be payable for the succeeding twelve equal monthly support payments. Provided, however, that if any trust is created by HUSBAND for the benefit of WIFE and is designated as being for her support during her lifetime, any distributions from said trust to WIFE shall be credited toward the payments of monthly support from HUSBAND for purposes of this paragraph. 13. All other assets which HUSBAND and WIFE may have acquired or hereafter acquire which are acquired jointly by HUSBAND and WIFE as tenants in common or as joint tenants with the right of survivorship or as tenants by the entirety, in the absence of a specific designation of their interests in such assets being other than equal, then same shall be deemed to be equal and shall be treated as marital property. 14. HUSBAND and WIFE each agree that nothing herein contained shall be deemed to deprive any child bom of their contemplated marriage from the right to support by either or both HUSBAND and WIFE. 15. HUSBAND and WIFE covenant that each shall willingly, at the request of either party, or at the request of his or her successors or assigns, execute, deliver and properly acknowledge whatever additional instruments may be required or convenient to carry out the intention of this Agreement, and shall execute, deliver and properly acknowledge any deeds or other documents in order that good and marketable title to any property can be conveyed by one party or the estate of that party free from any claim of the other party. 16. Nothing herein contained shall preclude or prevent either HUSBAND or WIFE from making inter vivos transfer or testamentary bequests to each other which may be more generous than anything provided herein, provided that any such intervivos transfer shall clearly indicate in writing that such transfer is intended to alter the terms of this Agreement to the extent of such transfer. INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto have executed this Agreement on the day and year fist hereinabove written. EAL) Linwood B. Phillips, Jr. ?(SEAL) Mice R. Mount s s Balances as of September 15, 2000 Current Value Est. Future Value Orrstown Bank - Hometown Investment Account $ 250,000.00 $ 875,500.00 Orrstown Bank - Certificate of Deposit #508-59700 $2,250,000.00 $2,250,000.00 Expires 9/13(2002 Orrstown Bank Stock (14,584 shares 9 $42) 612,528.00 765,660.00 Adams County National Bank Stock (3,048 shares C $18.50) 56,388.00 70,485.00 Tressler Lutheran Services Municipal Bond (matures 111/02) 100,000.00 100,000.00 Orrstown checking account 1,453.36 1,500.00 TOTAL $3,270,369.36 $4,063,145.00 *** 899 Emily Drive, Mechanicsburg, PA $ 90,000.00 $112,500.00 r?UN OF_s:. ATI PHILLIPS= & FR:E71724EIE.9.- P e Edlu Corporation Properties; Current Value Est. Future Value South Middleton Twp. (Baker farm[field nut to Western Village - 15 acres +/-) Phillips portion $ 300,000.00 $375,000.00 Evvingfarnl (MiddlesexTwp. Wolf's Bridge Road - 100 acres +/-) Phillips portion $ 600,000.00 $750,000.00 Wert farm (Wolfs Bridge Road - 100 acres +(-) Phillips portion $ 600,000.00 $750,000.00 Snug Harbor/Cavalry Road (9 acres +(-) Phillips Portion $ 175,000.00 $215,750.00 Wertz Run Road (slate bank 8 acres +f-) Phillips portion $ 50,000.00 $62,500.00 Baker Farm (Walnut Bottom Road north To Allen Road - 90 acres +J-) Phillips' Portion $5,000,000.00 $6,250,000.00 LVU farm (©exo beside Montsera grocery Store - Pine Road - 2 acres +f-) Phillips portion $ 7,500.00 $9,375.00 South Middleton Township (along west side of Road to western village - B acres +T-) Phillips portion $ 100,000.00 $125,000.00 Ashley Place - Holly Pike (3 acres +(-) Phillips portion $ 200,000.00 $250,000.00 Lots 1+6 and 47, Spring Road, North Middleton Twp. Phillips portion $ 40,000.00 $50,000,00 Gilliard land (South Middleton Township mountain Ground (19 acres +(-) Phillips portion $ 50,000.00 $62,500.00 Gilliard land (Mt. Holly mountain ground) Phillips portion $ 30,000.00 $37,500.00 Gilliard land (Route 94, South Middleton Tivp) Phillips portion $ 20,000.00 $25,GDO.00 71724T1693 F'. 0Z; Huntington Township, Adams Co. (58 acres +!- near Heidlersburg) Phillips portion $ 150,Q(}0.00 $187,500.00 Warrington Towrtishlp (20 acres f/• off Fickes Road near Pillsburg) Phillips portion $ 100,000.00 $125,000.00 Shughart ia.nd (10 acres +/- north side of 181 Abutting Royerfarm) Phillips portion $ 75,000,00 $93,750,00 Smith farm (110 acres +/- along Adams Road SIAT, adjoining DDDZPE farms) Phillips portion $ Soo,000,00 S 1,0.00,000.00 244 Burnt House Road (5 +(- acres) $ 245,000.00 4300,250.00 Enck's Mill Road (89 +(- acres) yheaffer farm $ 800,000.00 $1,000,000.00 Erick's Mill Road (61 +•(- acres) White farm $ 800,000.00 $1,000,000.00 Walnut Bottom Road (36 +(- acres) March farm $ 2004000.00 $250,000.00 Richland Road (21.55 acres) $ 200,000.00 $250,000,00 Walnut Bottom Road (139 acres) Erford farm $ 800,000.00 $1,000,000.00 W. Yellow Breeches Road (7.8 acres) $ 60,000.00 $60,000.00 Montsera Road (1.723 acres) $ 25,000,00 $31,250,00 Montsera Road (6 acres) $ 4-5,000.00 556,250.00 43 Erick's Mill Road (97.438 acres) land $ 900,000.00 $1,125,000,00 House 1,800,000.00 - $2,250,000.00 Duplex 350,000.00 $437,500.00 Garage 75,000.00 $9-3,750.00 Hog operotion 7,157,000.00 $8,946,250.00 Montsera Road (59.79 acres) Alexander farm land $ 400,000.00 $500,000.00 Buildings 125,000.00 $156,250.00 Locust Lane (122 acres +) Hoffer farm land $ 900,000.00 $1,125,000.00 Buildings 89 7,0003 00 $1,121,250.00 Stewart Farm (100 acres +/-) $ 600,000.00 $750,000.00 TOTAL: ? $24,676,500.0 ?3U.$4S 25.00 Orrstown Bank - 11_Q ?•??r+ .??:?? PVI PMILLIFI & FPFY Balances as of September 1, 2000 7 1 724= 1 ('.9.= F-04 Current Valve Hometown Investment Account $ 2,556,205.89 OrrsCown Bank Stock (14,584 shares ,'O $42) 612,528.00 Adams County National Bank Stock (3,048 shares @ $18,50) 56,388.00 Tressler Lutheran Services Municipal Bond (matures 1(1(02) 100,000.00 Orrstown checking account 1,45-3.36 TOTAL 3 326,575.5 Est. Future Value $ 3,195,'(-' 57.36 765,660.00 70,x-85.00 100,000,00 z 500.00 x,132,30236 I r1Vr+ 09 racy At, PHILLIPS & FREY jriTZ'? 0 E'+ JEt DAI-F- LOTS: L ," ## GROSS AREA 1 45,78:1.83 sq. ?. 2 42,589,79 3 47,242,13 4 44,901.86 5 43,135.78 6 51,124.66 ' 43,265.73 8 54,938.02 9 54,390.19 10 49,884.02 11 55,818.18 12 50,391.35 13 44,910.85 14 48,408.33 15 53,944:79 16 48,306.12 17 50,929.77 18 89,994.36 19 53,602.70 20 43,875.00 23 45,115.82 24 41,967.88 26 54,445.44 27 49,937.31 r 1724a:1693 SSMC CURRENT" VALl1E EST, FUTURE VALUE sand mound $43,900.00 $54,87.5.00 sand mound $43,900.00 $54,875.00 sand mound $43,900.00 $54,875.00 sand mound $44,9070,00 $56,125.00 sand mound $44,900.00 $56,125.010 sand mound $44,900,00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $43,900.00 $54,875.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,9o0.U0 $56,125.0[? sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $43,900.00 $54,875.00 sand mound $43,900.00 $54,875,00 sand mound $46,900.00 $58,625.00 sand mound $43,900.00 $54,875.00 sand mound $44,900.00 $56,125.00 sand mound $43,900.00 $54,875.00 sand mound $43,900.00 $54,875.00 sand mound $4-3,900.00 $54,875.00 sand mound $44,900.00 $56,125.00 P. r+5 P?11-LOO MON 0,q-.0e pM PHILLIPS t FF. 28 47,466,95 sand mound 29 45,861.15 sand mound 30 50,956.30 sand mound 31 48,076.44 sand mound 32 40,840.54 sand mound TOTAL L.S.'s ONE-HALF EY 7172451 F_, 9: P. OE. $43,900,00 $54,875.00 $43,900.00 $54,875.00 $44,900,00 $56,125.00 $44,900.00 $56,15.00 $43,900.00 $54,875.00 $1,291,100 $1,613,875 $645,50 $806.937.50 p-11-CO MIDN 09:00 HM PHILLIFT. & FF:FY' CLARENDON FRICE LIST L'OT # #1 #7 #8 #9 #10 #11 #12 #13 #14 #15 #17 #18 #19 #20 #21 #22 #23 #24 #25 71724316? SALE PRICE GROSS/NET SQ.FT. SEPTIC ,withtwithout easempa nt) $49,900 60, 163 sq. ft. sand mound $49,900 60,002 sand mound $50,900 66,133 in-ground $49,900 60,097 sand (w. denit. $52,900 60,265 in-ground $52,901 60,008 sand mound $52,900 68,100 / 60,010 in-ground $52,900 63,228 in-ground $52,900 ?0,880 160,922 sand mound $52,900 62,089 160,381, sand mound $49,900 61,197 sand mound $487900 60,903 sandl w. denit. $50,900 69,383 sand mound $45,900 60,082 sand/ w- denit. $50,900 68,151 sand moundf well $49,900 61,600 sand( w. denit. $49,900 62,657 sand mound $49,900 64,350 sand mound $50,900 73,827 sand mound 5.07 EST, FLITURE VALUE $62,375.00 $62,375.00 $ 63,625.00 $62,375.00 $66,125.00 $ 66,125.00 $66,125.00 $66,1x.00 $ 66,125.00 $ 66,125.00 $62,375.00 $61,125.00 $63,625..00 $6.,125.00 $63,625.00 $ 62,375.00 $67-,375.00 $62,375.00 $63,625.OD x. W .,v.c+? -ri t'h1LLIPS & FPEY #27 #28 #29 #30 #31 #32 #33 x#36 #37 #38 #39 #41 #42 #43 #44 #45 #46 #47 #48 It49 $48,900 64-1218 $54,900 116,154 $51,900 61,435 $42,900 60,000 $i?2,900 60,000 $4-22900 60,000 $ 27900 60,000 $42,900 60,000 :45,900 60,000 $42,900 60,3 7 6 $51,900 60,572 $51,900 66,314 $49,900 71,690 $49,900 60,197 67,736 ( 66,120 $53,900 137,106 1126,418 $45,900 60,000 $45,900 60,000 $47,900 60,000 $49,900 70,062 ( 60,163 $49,900 86.285 71 72431 593_. sand mound sand mound sand mound sand( w. denit. sand/ w. denit. sand( w. denit. sand) w. denit. sand/ w. denit. sand mound sand/ w. denit. sand mound sand mound sand/ w. denit. sand/ w. denit. sand/ w, denit. sand/ w, denit sand/ w. denit sand mound sand mound sand mound $ 61,1?5.00 $ 68,625.00 $ 64-,875.00 $53,625.00 $53,625.00 $53,625,00 $53,625.00 $53,625.00 $57,375.00 $53,625.00 $64,875.00 $64,875.00 $62,375.0o $62,375.00 $67,375.00 $57,375.00 $57,375.00 $59,875.00 $62,375.00 $6Z,375.00 P. 0c^ ";-Ct0 PION 0?:Dl API PHILLIPS r. FREY. #51 #52 #53 #54 #55 #56 #57 #58 #59 #60 #61 #62 #63 #64 #65 #66 #67 #68 #69 #70 #71 71i2a3169T $49,900 84,728 sand mound $62,375.00 $46,900 60,762 sand jw. denit. $58,625.00 $49,900 60,753 sand mound $62,375.00 149,900 60,753 sand mound $62,375.00 $493900 60,753 sand mound $62,375,00 $49,900 60,753 sand mound $62,375.00 $49,900 60,753 sand mound $62,375.00 $49,900 60,753 sand mour:d $62,375.00 $48,900 60,034 sand mound $61,125.00 $487900 60,661 sand mound. $61,125.00 $49,900 71,248 160,024 sand mound $62,375.00 $46,900 60,546 j 60,118 sand [ w. denit. $58,625.00 $50,900 63,974 sand mound $63,6125.00 $52,900 60,169 sand fdenit./well $66,125.00 $50,900 60,277 sand mound $63,625.00 $50,900 62,668 f 60,007 sand mound $63,6Z5.00 $50,900 64,133 60,145 sand mound $63,67-5.00 $501900 67,452 ( 60,012 sand mound $63,625.00 $50,900 65,067 ( 60,057 sand mound $63,625.00 $52,900 60,452 [ 60,054 sand rroundfwell $66,125.003 $5.1,900 60,031 sand mound $64,81,'5.()0 $5+0,900 60,034 sand mound $63,625.00 P. C?9 #51 #521 #53 #54 #55 #56 #5 7 #58 #59 #60 #61 #62 #63 #64- #65 #66 #67 #68 #'69 #70 #71 j ?.. tam HVI rH1LLIPa & FREY $49,900 $46,900 $4.9,900 $49,900 $49,900 $49,900 $49,900 $49,900 $48,900 $48,900 $49,900 $46,900 $50,900 $57_,900 $.50,900 $50,900 $50,300 $50,900 $50,900 $52,900 $51,900 $50,900 84,728 60,762 60, 75 3 601753 6o,'(153 60,753 60,753 60,753 60,034 60,661 71,248 ( 60,024 60,546 / 60,118 63,9 74 60,169 60,277 62,668 / 60,007 64,133 ! 60,1.45 6 7,45 2 ( 60,012 65,067 / 60,057 60,452 ( 60,054 60,031 60,034 717i43. 169? sand mound sand 1w. denit. sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand[ w. denit. sand mourd sandjdenit.jwell sand mound sand mound sand mound sand mound sand mound sand mound/:yell sand mound sand mound $ 62,3 75.00 5 &,625.40 $62,375.00 $62,375.00 $62,375.00 $6Z,-175.00 $62,375.00 $62,375.00 $6I,125.OC $ 61,125.00 $62,375.00 $58,625.00 $63,62.5.00 $ 66,17-5.00 $ 63,625.00 $63,625.00 $ 63,625.00 $63,625.00 $63,625.00 $66,125.40 $64,875.00 $ 63,625.00 P. C1 473 #74 4 75 #76 #77 #78 .#79 #80 #81. #82 #83 #84 #85 :986 TOTAL 0 Muiy 015,,:04 HM PHILLIPS & FPEY $50,900 $46,900 $49,900 $49,900 $49,900 $49,900 $50,900 $49,900 $ 49,900 $49,900 $47,900 $52,900 $46,900 $49,900 $49,900 .L75 400 60,046 607749 62,800 ( 60,504 66,500 ( 60,159 61,645 62,558 60,174 61,245 / 60,445 792033 / 75,390 72,234 J 64,895 65,039 / 60,304 65,480 j 60,024 123,385 j 60,672 60,117 60,791 T IT -7143169=- sand mound sand/ w- denit, sand rrnaund sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand[ w. denit sand mound sand mound sand mound sand mound $63,625.00 $58,625.00 $62,375.00 $62,375.00 $62,375.00 $62,375.00 $63,625.00 $62,3 75.00 $62,375.00 $62,375.00 $59,875.00 $ 66,125.00 $58,625.00 $62,375-00 $ 62,3 75.00 S-% M 000 F.0 .j-m-0 PION 09:G?4 Pri PHILLIPS & FPEY F AGE VALLEY LOTS, LOT # 11 12 14 16 19 21 23 75 27 32 34 38 39 42 44 47 49 52 53 GROSS AREA 67,069 67,203 72,448 67,771 67,,'79 68,342 66,552 68,119 68,058 68,834• 67,614 68,989 68,460 69,060 67,037 67,417 67,184 66,964 69,840 L.R. PHILLIPS 71724?169= F'. 03 SEPTIC SYSTEM CURRENT VALUE EST. FUTURE VALUE sand mound $39,900.00 $49,975.00 sand mound $41,900.00 $52,375.00 sand mound $41,900.00 $52,375.00 sand mound $41,900.00 $52,375.00 sand mound $41,900.00 $52,375.00 sand mound $42,900.00 $53,625,00 conventional $42,900.00 $53,625.00 sand mound $4.3,900.00 $54,875.00 sand mound $43,900-00 $ 54,875.00 sand mound $44,900.00 $56,125.00 sand mound $45,900.00 $57,375,00 conventional $44,900.00 $56,17-5,00 sand mound $4.4,90Q.0D $56,125.00 sand mound $43,900.00 $54,875.00 sand mound $4.3,900.00 $54,875.00 sand mound $43,900.00 $54,875.00 sand mound $4-3,900.00 $54,875.00 conventional $44,900.00 $56,125.00 conventional $44,900.00 $56,125.00 -- H- 0 I' l 1 PI 1.2 '. F_T .,-j H 1'1 r ri 1 L L 1 P S U r 1'; t Y 56 59 62 TOTAL 7'x,:19 5 671761 74,469 67 A94 conventional sand mound sand mound sand mound 71724 1693 $ 44,900.00 $45,900.00 $44,90D.00 $ 45,900.00 _1,008,700 $56)1.7-5.00 $57,3; 5.00 $56,1.7-5.00 $57,375.00 5 1 260..87 P. 0-4 -o-0 PION 0?:O@ HI1 PHILLIPS & FPET* GAP - MINI MODULE 717243 1693 P. O`; Lot # CURRENT VALUE GROSS AREA SEPTIC EST, FUTURE VALUE Lot #2 $36,900.00 52,238 seepage bed $46,125.00 Lot #3 $35,900.00 43,381 seepage bed $4+,875.00 Lot #4 $35,900.00 43,;81. seepage bed $44,875.00 Lot #5 $34,900.00 40,502 seepage bed $43,625,00 Lot #6 $34,900.00 40,502 seepage bed $43,62100 Lot #10 $36,900.00 49,950 seepage bed $46,125.00 KINGS GAP Lot #1 $37,900.00 52,395 sand mound $47,375.00 Lot #11 $36,900.00 44-,550 sand mound $46,125.00 Lot #14 $37,900.00 53,577 conventional $47,375.00 Lot #15 $38,900.00 59,373 sand mound $48,625.00 Lot #16 $44,900,00 69,30D sand mound $56,125.00 Lot #19 $4.4-,900.00 72,267 sand mound $56,125.00 Lot #20 $44,900.00 66,934, sand mound $56,125.00 Lot #21 $44,900.00 61,575 sand mound $56,125.00 Lot #Z2 $44,900.00 111,259 sand mound $56,125.00 ; Ev6 raif PHILLIPS: £ FPEY Lot #23 $44,900.00 Lot #30 Lot. #31, Lot #32 Lot #33 Lot #35 Lot #36 Lot #37 Lot #38 Lot #39 Lot #40 Lot #41 Lot #42 Lot •#43 Lot #44 Lot #45 Lot #46 Lot #47 Lot 449 $37,900.00 $37,900.00 $37,900.00 $37,900.00 $39,900,00 $39,900.00 $39,900.00 $42,900.00 $47,900.00 $42,900.00 $39,900.00 $39,900,00 $39,900.00 $39)900.00 $39,900.00 $39,900.00 $39,900.00 $38,90x.00 87,587 55,377 50,067 51,488 56,573 61,475 55,361 40,254 56,769 63,927 64,251 43,552 40,500 *0,5DO x-0,500 45,784 51,635 47,006 55,264 L ??`{?.1 5?T P. Or. sand mound seepage bed sand mound sand mound sand mound satin mound sand mound sand mound trenches seepage bed conventional sand mound sand mound seepage bed sand mound sand mound sand mound sand mound sand mound $56,125.00 $47,375.00 $47,375.00 $47,375.OD $47,375.00 $49,875.00 $49,875.00 $*11 875.00 $53,625.00 $53,£25.00 $53,625.00 $49,875.00 $49,875.00 $14.9,875.00 $x!-9,875.00 $=49,875.00 $49,875.00 $49,875.00 $48,625.00 x-00 MON p? . 06 94lff PHIL L I P-S n FREY X49 $3'x,900.00 54,*50 TOTAL ?J 5&&CX) 'i i 7???• ] r-.oT P. DT sand mound $1+7,375.00 11,693,250 1-tD E1 I10tJ E19:16 R11 PHILLIPS & FR:EY TOWNHOUSES i 17_41-iE-9 P_08 Current Value Fairfax Apartments (16 units @ $80,000.00 each) Phillips' portion . $ 6+0,000.00 Highland Court Apartments (30 units GU $S0,000.00) Phillips' portion Rockledge Drive Apartments (17 units 0 $90,000,00) Phillips' portion Forest Court Apartments (24.. units 9 $90)000.00) Phillips' Portion Hamilton Court Apartments (22 units 9 $75,000.00) Phillips' portion Center Street Apartments (12 units $80,000.00) Phillips' portion Burr Avenue Apartments (12 units C $95,o00.oo) Phillips' portion TOTAL Est, Future value $800,000.00 $1,200,000.00 $1,500,000.00 $ 765,000.00 $956,50.00 $1,080,000.00 $1,350,000.00 $ 825,000.00 $1,031,250.00 $ 480,000.00 $600,007.00 .$ 570,000.00 $712,500.0 $5,560,000.01 16.950,0QDO 00 ARM EQUIPMENT VALUES 11/00 Description Current Est. Future Value Value IH 684 Tractor, SN B000922, 62 HP, 2042 hours, 2wd, w/ 2250 loader $18,920.00 $22,704.00 IH 684 Tractor, SW B000506, 62 HP, 1544 hours, 2wd, w/2250 loader $19,360.00 $23,232.00 IH 686 Tractor, SW U9931, 66 HP, 2973 hours, 2wd, RODS $17,380.00 $20,856.00 IH 686 Tractor, SW U010527, 66HP, 1648 hours, 2wd, POPS, WGTS $17,050.00 $20,460.00 IH 1066 Tractor, SN not found, 125 HP, 2204 hours, 2wd, RODS, WGTS $24,750.00 $29,700.00 IH 1066 Tractor, SW U048793, 125 HP, 1150 Hours, 2wd, ROPS, WGTS $27,060.00 $32,472.00 IH 1566 Tractor, SW U011605, 161HP, 2433 hours, 2wd, ROPS, WGTS, DUALS $25,300.00 $30,360.00 IH 1086 Tractor, SN U51094, 130 HP, 2wd, CAB, WGTS $ 31,240.00 $37,488.00 IH 1486 Tractor, SW U010948, 145 HP, 2wd, CAB, WGTS $32,670.00 $39,204.00 Case 1840 Skidloader, SNJAF0076813, 53 HP, 63 hours, ROPS, Aux. Hydr. $19,140.00 $22,968.00 Case 1845C Skidloader, SN 17955062 60 HP, 1544 hours, RODS, Hy flow Hydr. $26,510.00 $31,812.00 Sweepster LH Power Broom, SN 906295, For Case 184011845C $ 3,575.00 $ 4,290.00 ?radco 11 HD Backhoe, SW 81H8H990, For Case 184011845 C $ 8,5 80.00 :ockhound 60A Landscape Rake, SN A930912002 For Case 184011845C $ 6,435.00 Rockhound 60A Landscape Rake, SN A94051090 For Case 184011845C $ 6,435.00 McMillen X1850 Earth Auger, SN not found, For Case 184011845C, several augers $ 2,915.00 Anbo Snowblade, SN 172, for Case 1840/1845C Hydraulic angle $ 2,970.00 Construction attachment Corp Grapple Bucket, SN 2306A for Case 184011845C, with teeth $ 3,080.00 Erskine 2418 Snowblower, SN 3324 for Case 1840/ 1845C $ 4,730.00 Bradco Trencher, for Case 184011845C $ 4,730.00 Farmall H Tractor, SW 36359, reconditioned $ 4,950.00 Farmall M Tractor, SN 145643, reconditioned$ 5,280.00 Ford 917L Flail Mower, SN not found, 3 point, 5' width $4,730.00 Woods 316 Rotary Mower, SN not found, pull Type batwing $ 9,460.00 Taylor/Pittsburgh 265 Rotary mower, SN 1046508H 3 pt., 84" width $ 1,760.00 Taylor/Pittsburgh 265 Rotary mower, SN 1046508H 2 pt., 84" width $ 1,760.00 Taylor/Pittsburgh 940 Tiller, SN 0497, 3 pt. 6' width $ 1,980.00 $10,296.00 $ 7,722.00 $ 7,722.00 $ 3,498.00 $3,564.00 $3,696.00 $ 5,676.00 $5,676.00 $ 5,940.00 $ 6,336.00 $5,676.00 $11,352.00 $ 2,112.00 $ 2,112.00 $2,376.00 ARPS AB 350 Blade, SW 2547, 3 pt. 8' width $ 1,540.00 $ 1,848.00 New Holland 80 Bale Carrier, SW 460977, 3 pt., hydraulic $ 1,430.00 $ 1,716.00 Sovema S180S Titter, 3 pt., 6' width $ 1,540.00 $ 1,848.00 Danuser F-8 Earth Auger, SN not found, Several augers, 3 pt. $ 2,310.00 $2,772.00 Danuser MDH1 Post Driver, SN not found, 3 point, hydraulic $ 2,200.00 $ 2,640.00 Danuser MS-1 Woodsplitter, SN 811 $ 1,320.00 $1,584.00 IH 3082A Backhoe, SN 1111, 3 pt., Extra buckets $ 5,170.00 $ 6,204.00 Danuser F-8 Earth Auger, SN not found, 3 pt. Like new condition, several augers $ 2,530.00 $ 3,036.00 Gill Soil Preperator, SW not found, 3 pt., 6' width $ 1,870.00 $ 2,244.00 ARPS Stone Rake, SN not found, 3 pt., 7' width, Hydr. Angle $ 1,980.00 $ 2,376.00 Lilliston 9680 No Till Grain Drill, SN 6500, 18 x 7 configuration, grass seeder $12,980.00 $15,576.00 IH 400 Corn Planter, SN not found, 6 row Narrow, dry fertilizer, no-till $ 5,500.00 $ 6,600.00 IH 5100 Grain Drill, SN not found, 18 x 7 Combination grass seeder $ 6,930.00 $ 8,316.00 Krause 1922 Disk Harrow, SW 3535, Folding tandem type, C-spring, recond. $13,530.00 $16,236.00 Krause 1924 Disk Harrow, SW 3946, Folding tandem type, C-spring, recond. $13,750.00 $16,500.00 Brillion Y,108 Cultipacker, SW 158747, xfold, pull type $ 9,350.00 $11,200.00 Brillion Y,108 Cultipacker, SN 157287, xfold, pulltype $ 9,350.00 $11,200.00 Brillion Cultimulcher, no model, SW not Found, 24' folding type $16,060.00 $19,272.00 Case-IH 5500 Chisel Plow, SW not found, 3 pt., 17 shank $ 8,580.00 $10,296.00 Case-IH 5500 Chisel Plow, SW not found, 3 pt., 13 shank $ 6,930.00 $ 8,316.00 Case-IH 5700 Chisel Plow, SW 0009574, 3 pt., 13 shank, gauge wheels $ 7,590.00 $ 9,108.00 IH 720 Moldboard Plow, SN U007339, Semi-mount, 6 bottom, coulters $ 7,150.00 $ 8,580.00 IH 720 Moldboard plow, SN U0022750, Semi-mount, 6 bottom, coulters $ 7,150.00 $ 8,580.00 IH 710 Moldboard Plow, SN U1111#1, Semi-mount, 5 bottom, coulters $ 6,050.00 $ 7,260.00 IH 710 Moldboard Plow, SN U111#2, Semi-mount, 5 bottom, coulters $ 6,050.00 $ 7,260.00 IH 450 Moldboard Plow, SH not found, 3 pt., 3 bottom, coulters $3,520.00 $ 4,224.00 IH 450 Moldboard Plow, SN not found, 3 pt., 3 bottom, coulters $ 3,850.00 $ 4,620.00 IH 6500 Coulter Chisel Plow, SN not found, Pull-type, 9 shank $ 7,260.00 $8,712.00 Brillion Sts. 121 Field cultivator, SW 155058, Pull-type, 20' width, s-tine $ 6,050.00 $ 7,260.00 7 Brillion Sts. 121 Field Cultivator, SW 155059, Pull-type, 20' width, s-tine $ 6,050.00 $ 7,260.00 Athens 131 Disk Harrow, SN F75481, pull-type, Dual wheels, 13' width $ 6,600.00 $ 7,920.00 Athens 131 Disk Harrow, SW C7761, pull-type, Dual wheels, 13' width $ 6,820.00 $8,184.00 Krause 2887 Coulter Chisel Plow, SW 1228, Pull-type, 7 shank $9,570.00 $11,484.00 Brillion Sct52 Subsoiler, SW 157113, V-ripper, 5 shank, shear bolt $ 5,830.00 $ 6,996.00 IH 5000 SP Windrower, SN 0001133, diesel, 12' width, reconditioned $19,250.00 $23,100.00 IH 60 Shredder, SNU000614, pull-type, Reconditioned $ 9,020.00 $10,824.00 Case-IH 1190 Mower Conditioner, SW U202216, Pull type, 9' width $ 8,030.00 $ 9,636.00 Case-IH 1190 Mower Conditioner, SW 001721 Pull type, 9' width $ 8,030.00 $ 9,636.00 Case-IH 3450 Round Baler, SW U001721, 4 x 5 bale $ 9,900.00 $11,880.00 Case-IH 3650 Round Baler, SW U000964, 5 x 6 bale $12,320.00 $14,784.00 IH 445 Square Baler, SW U003043, w(#15 Thrower $ 6,270.00 IH 35 Hay rake, SW not found $ 3,080.00 IH 35 Hay rake, SW not found $ 3,080.00 IH Dual Rake Hitch $ 1,540.00 IH #8 Flail Chopper, SW U004176 $ 6,270.00 $ 7,524.00 $3,696.00 $3,696.00 $1,848.00 $7,524.00 IH 1300 Mower, SN U9545, 3 pt., sickle Bar type $ 3,850.00 Home-built Hay Wagons (6 total) $13,200.00 Home-built Flat Wagon, with hoist $ 2,200.00 Demco RG10 Wagon Gear, SW not found, 10 ton, extendable tongue, tires Er wheels $ 1,650.00 Demco RG10 Wagon Gear, SN not found, 10 ton, extendable tongue, tires Er wheels $ 1,650.00 Demco RG10 Wagon Gear, SN not found, 10 ton, extendable tongue, tires Er wheels $ 1,650.00 Woods BB700 Box Scraper, SW 1724, 3 pt. With scarifiers $ 2,310.00 3 Misc. trailers $ 6,600.00 Misc. Buckets, weights Er loose attachments $33,000.00 Cub Cadet 2072 Tractor, SN 766203, 1919 Hours, w/ Peco Vac, 50" deck $ 7,260.00 Cub Cadet 2072 Tractor, SN 766668, 1720 Hours, with 50" deck $ 5,280.00 Cub Cadet 2072 Tractor, SN 766201, 1812 Hours, with 50" deck $ 4,950.00 Cub Cadet 2072 Tractor, SN 791476, 589 Hours, w(Peco Vac, 50" deck $ 7,590.00 Cub Cadet 2082 Tractor with 50" deck $ 5,830.00 Troy Bilt Horse Rototiller, Bhp. Kohler Engine $ 1,760.00 Hardi TR53 Sprayer, SN 89-10072, pull- type, boom handgun $ 2,420.00 $ 4,620.00 $15,840.00 $ 2,640.00 $1,980.00 $ 1,980.00 $ 1,980.00 $ 2,772.00 $7,920.00 $ 39,600.00 $ 8,712.00 $ 6,336.00 $ 5,940.00 $9,108.00 $ 6,996.00 $ 2,112.00 $ 2,904.00 Hardi TR53 Sprayer, SN 86-10049, pull- type, boom handgun $ 2,200.00 WW Renegade Chipper[Shredder, like new $ 2,530.00 Gandy Turf Tender Fertilizer Spreader, pull- type, 42" width $ 1,210.00 Rops for 1066 Tractor $ 1,650.00 Gravity Bin Wagons (4 total) IH 1700 Truck, SN 416080G402317, Dump truck Cam Spray Pressure Washer Unknown Pressure Washer Misc. Items used in lawn care $12,5 40.00 $ 4,950.00 $ 2,420.00 $ 1,430.00 $10,450.00 $ 2,640.00 $ 3,036.00 $1,452.00 $ 1,980.00 $15,048.00 $ 5,940.00 $ 2,904.00 $ 1,716.00 $12,540.00 TOTAL $800,580.00 $960,696.00 etail Deer Description Current. Val. Est Future Value 448 racks mounded on plaques, average value $1,500 (will be $1,800) $672,000.00 $806,400.00 105 racks not mounted on plaques, average value $1,300 (will be $1,600) $136,500.00 $168,000.00 15 life-size mounts, average value $5,500 (will be $7,500) $ 82,500.00 $112,500.00 826 shoulder mounts, average value $5,000 (will be $6,000) $4,130,000.00 $4,956,000.00 30 sets still at taxidermist, average value $1,300 (will be $1,800) $ 39,000.00 $ 54,000.00 25 capes C $500 each $ 12,500.00 $ 12,500.00 Total $5,072,500.00 $6,109,400.00 p-19-00 TUE 02:3n PM PHILLIPS & FFEY Miscellaneous Assets; 1,993 Cadillac Sedan DeVille. 1991 Cadillac Coupe. neville 1988 Oldsn-robile Estate Stationwagort 1984 Chevrolet Pick-up Truck (4-wheel drive) 71724316.9 13,000.00 9,000.00 3,5 00.00 5.500-00 Five (5) Cub Cadet Gar-den Tractors with Mowers $5,000.00 ea. 25,000.00 Two (2) grass catchers with engines @ $2,500.00 ea. 5,000.00 Full line of lawh and garden equipment, gas driven tools and H S Z 5,004.00 Five (5) sets of lawn and patio furniture C- $500.00 ea. 2,500.00 Maintenance supplies, lumber, material of all kinds and Paint supplies 4,000.00 F. 02 Total Miscellaneous '94500.00 SEP-19-00 TUL Et ;. ?3 Pri PHILLIPS & FREY Home Furnishings i OFFICE: Desks, fie cabinets, chairs, cabinet for- plans, 6 bronze Statues, computer, copy machine, walnut drop-leaf Table, fax machine, printer 7172431E.9.- $ 20,000.00 LIVING ROOM: Sofas, chairs, oriental rug, cherry tables, lamps, hassocks, Misc, pictures 17,000.00 Doll collection 10,000.00 FOYEPI Grandfather clock, chairs, buffet, lamps 71.,000.00 DINING ROOM: Table, 12 chairs, corner cabinet, two buffets, dry sink (all Cherry - hand made) d - 12 place setting China.; 32 place Settings of silver, numerous dishes, Grandfather clock 30,000.00 KITCHEN/ BREAKFAST AREA: All built-in: stove, dishwasher, refrigerator, microwave, Kitchen appliances too numerous to list; dinette table, Overstuffed chairs, tables, etc, 14,000.00 SIDE PORCH: 18 pc. wrought iror furniture set, hanging baskets, carpet, lamps, etc. 9,000.00 FAMILY ROOM: Desk, chair, sofa, side chairs, overstuffed chairs, bed., lamps, Many other items 8,000.00 ENCLOSED BACK PORCH: Chairs, tables, accessories and furniture too numerous to List 20,000.00 P. 0,3 MASTER BEDROOM: Two full sets of cherry furniture, sofa, chairs, desk, lamps, King size bed, oriental rugs, other misc. items 25,000.00 SEP-1 `)-00 TUE 02:32 PtI PHILLIP:_. c< FREY 17_24-1 E. 93 r ,Fit -O THREE SMALL BEDROOMS: All furnished with double beets, dressers, lamps, chairs, Oriental rugs, etc. ($ 7,OOO ea.) L1.U(?J.C)r? LOUNGE: B cherry captain's Chairs, table, 3 recliners, 1 sectional sofa, coffee table, end tables, 8 bar stools, fully equipped wet bar, refrigerator, 12 bronze statues, cherry buffet, stereo system 18,000.oo 10 television sets, various sizes 4,000.00 very large amethyst collection 35,000,00 large bronze statue collection 40,000.00 complete collection of Charles Denault wildlife prints 4a000.00 Total Household $327,000.00 PRE-NUPTIAL AGREEMENT ENTERED INTO THIS 2 day of-Seer, 2000, between, Linwood B. Phillips, Jr., of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "HUSBAND", AND Alice R. Mountz, of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "WIFE", WITNESSETH: That in consideration of the terms and conditions herein set forth, and in contemplation and consideration of the contemplated marriage of HUSBAND and WIFE to each other, they do agree as follows: 1. The parties to this Agreement intend and desire to define their respective rights in the property of the other, and to avoid such interest which, except for the operation of this Agreement, they might acquire in the property of the other as incidents of their marriage relationship. 2. HUSBAND was born on July 28, 1925, and has four children, who are Linda L. Stull, Linwood B. Phillips, III, Walter Allen Phillips, and Merle R. Phillips. :, 3. WIFE was born on December 11, 1935, and has three children, who are Harold C. Mirabito, Sr., Dawn Marei Hamel, and Paula George. 4. HUSBAND is presently retired. WIFE is presently retired. 5. Attached hereto and marked Exhibit "A" is a statement of substantially all of the assets of HUSBAND presently owned by him and in addition sets forth his expectancies. 6. Attached hereto and marked Exhibit "B" is a statement of substantially all of the assets of WIFE presently owned by her and in addition sets forth her expectancies. 7. This Agreement is entered into in consideration of marriage, and its effectiveness is expressly conditioned on such marriage between the parties actually taking place, and if, for any reason, the marriage is not consummated, this Agreement will be of no force or effect. 8. HUSBAND and WIFE do hereby admit and acknowledge that each has been represented by independent counsel -in the negotiation of this Agreement; that the counsel representing each party was of his or her own choosing; and that this Agreement has been read by each of the parties and has been explained to each of them by such counsel as to its meaning and legal consequences. 9. Except as herein provided, HUSBAND does hereby covenant and agree with WIFE that HUSBAND will neither during the lifetime of WIFE nor after her death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which HUSBAND might, by reason of his marriage to WIFE, acquire in her property or estate, including but not limited to: a. All of the assets listed on Exhibit "B" attached hereto plus all income which may be earned and accumulated on such assets, the appreciation in value of said assets, and the proceeds of sale or liquidation of any of said assets and the reinvestment of such t proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; c. The right to any distributive share in the estate of WIFE should she die intestate;. d. The right to take against the Will of WIFE, his prospective spouse; e. The right to act as Administrator or Executor, either alone or jointly with others, of the estate of WIFE, unless nominated by WIFE; f. The right to seek support from WIFE; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 10. Except as herein provided, WIFE does hereby covenant and agree with HUSBAND that WIFE will neither during the lifetime of HUSBAND nor after his death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which WIFE might, by reason of her marriage to HUSBAND, acquire in his property or estate, including but not limited to: a. All of the assets listed on Exhibit "A" attached hereto plus all income which may be earned and accumulated on such assets, as well as the proceeds of sale or liquidation of any of said assets and the reinvestment of such proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; C. The right to any distributive share in the estate of HUSBAND should he die intestate;, d. The right to take against the Will of HUSBAND, her prospective spouse; e. The right to act as Administrator or Executrix, either alone or jointly with others, of the estate of HUSBAND, unless nominated by HUSBAND; f. The right to seek support, future support or benefit from HUSBAND; Cr. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 11. If the marriage ends prior to the death of either HUSBAND or WIFE, WIFE shall be entitled to a lump sum payment calculated as $1,000.00 times the number of whole months between the date of marriage and the date of separation. Thereafter, WIFE shall be entitled to receive $2,000.00 per month for support until such time as she remarries, or until such time as either party dies, whichever event shall first occur. Provided, however, that if any trust is created by HUSBAND for the benefit of WIFE and is designated as being for her support during her lifetime, any distributions from said trust to WIFE shall be credited toward the payments of monthly ,F,? i L, ?- 'I "//17 c ZTHIS INSTALLMENT SALES AGREEMENT, made and entered into this day of August, 2000, by and between L.B. PHILLIPS, ,JR., widower, of 93 Enck's Mill. Road, Carlisle, Cumberland County, Pennsylvania, party of the first park hereinafter referred to as "Seller," AND KARL E. ROMINGER, of 231 North East Street, Carlisle, Cumberland County, Pennsylvania, party of the second part, hereinafter referred to as "Purchaser," as follows: 1. Sale. The Seller agrees to sell and the Purchaser agrees to purchase the following described property: ALL THAT CERTAIN lot of ground, with improvements erected thereon, situate in the Second Ward of the Borough of Carlisle, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point on the eastern building line. of South Hanover Street at the dividing line between the. property described herein and that now or formerly of William M. McCulloggh on the south; thence by said line, North a distance of twenty- one (21) feet Three (3) inches to the dividing line between the property herein described and that now or late of Charles W. Gensel on the north; thence east by the latter property, a distance of Two hundred forty-three (243) feet, more or less, to a point at the line of land now or late of,James E. Gutshall: thence south by the latter property, a distance of Twenty-one (21) feet Three (3) inches to a point at the dividing line between the property herein described and that nor or late of Charles C. Hoffer on the south; thence west; a distance of of Two hundred forty-three (243) feet, more or less, along land now or formerly of Charles C. Hoffer and land now or formerly of William M. McCullough to a point on the eastern building line of South Hanover Street, the Place of BEGINNING. Being improved with a 2 K story. brick house known as No. 155 South Hanover Street, Carlisle, PA, containing commercial offices and two apartments. 2. Price and Terms of Payment. The Purchaser agrees to pay for the premises, and the Seller agrees to accept as the purchase price therefor the sum of One hundred eighty-five thousand and 00/100 ($185,000.00) Dollars to be paid as follows: a. Four Thousand ($4,000.00) Dollars on the signing and delivery of this Agreement, the receipt of which is hereby acknowledged; and b. The remaining Two hundred twenty thousand ($181,000.00) Dollars in monthly payments of One thousand three hundred ninety-one and 73/100 ($1,391.73) Dollars beginning on the first day of October, 2000, and a like sum on the first day of each and every month thereafter through and including September 1, 2005. The sixty (60) said monthly installments are to be applied, first to the payment of interest on any unpaid balance of the purchase price at the rate of eight and one-half per centum per annum (8.50%) and second, to the reduction of the principal amount of the purchase price, but this provision for amortization of principal shall not be construed as extending the maturity date beyond September 1, 2005. C. Purchaser hereby acknowledges that at the end of the abovementioned five (5) year payment schedule, Purchaser must pay in full the then remaining unpaid balance. If Purchaser fails to make this final payment, ?r. 653 Pxf 1.OG3 Purchaser may lose the property, plus any improvements erected thereon, and(or incur further costs, charges, or expenses pursuant to Paragraphs 3 and 14, herein. Purchaser recognizes, by way of example only, that if all of the abovementioned monthly payments are timely made, and no additional principal amount is paid, Purchaser must pay to Setter on September 1, 2005 the then remaining unpaid balance of $172,837.38, in addition to the final monthly payment of principal and interest which will be due on that day. d. All payments shall be made to Seller at whatever address is designated in writing, and until further notice at 93 Enck's Mill Road, Carlisle, PA. 3. Late Charges. A late charge of $2.00 per day for each day that a payment Is past due shall be paid by Purchaser. Seller may accept any late payment and defer demand and collection of late fees until the satisfaction in full of this Installment Sales Agreement 4. Deed upon Full Payment Upon payment of the entire purchase price due Seller, plus any interest or late charges which may have accrued, Seller shall, at Seller's expense, draft, execute, acknowledge and deliver to Purchaser a General Warranty Deed conveying title to said premises in fee simple, free and clear of all liens and encumbrances excepting easements and restrictions visible or of record and excepting any easements, restrictions, liens or other encumbrances crested by the Purchaser either intentionally, or through default in the performance of the obligations under this Agreement, or other default or act of Purchaser. 5. Current Title. Purchaser hereby stipulates that he has reviewed seller's title and that Purchaser finds said title to be good and marketable to the date of this Agreement and accepts the some as If he was accepting the final deed for the premises on the date of this Agreement Purchaser shall not be permitted to make any objection to Seller's title for any matter except those which might arise after the date of this Agreem t. 6. Pro•ratio . Real estate taxes for the current year, and any water or sewer rates shall be prorated to the date of settlement on this Agreement 7. Special Assessments. Any special assessments made prior to the date of settlement on this Agreement; shall be paid by the Seller and any special assessments made after the date of this Agreement shall be paid by the Purchaser. 8. Possession and Purchaser's Responsibilities. Purchaser shall have possession of the premises as of September 1, 2000, subject to existing tenancies, and shall be solely responsible for any and all real estate taxes, municipal assessments or special assessments, and all water or sewer charges accruing after the date of this Agreement In the event that the Purchaser shall fall to pay any of said expenses, the Seller may pay the same and deduct said payments from the amount Purchaser has paid on account of the purchase price of said premises and should a default on the payment of the purchase price arise on account of said deduction, Seller shall have any and all of the rights and remedies afforded to said Seller by this Agreement for the occurrence of a default. Seller shall assign all leases for portions of the premises subject to this agreement, without recourse, as of September 1, 2000. All security deposits in connection with said leases, shall also be transferred to Purchaser as of September 1, 2000. Upon execution of this agreement, Purchaser's lease with Seller shall be terminated. B5 ' E33 iA?f 11164 o. 9. Transfer Taxes and Recording Fees. When legal title is taken by Purchaser, Seiler shall pay one-half of the transfer taxes then in effect up to a maximum of an amount equal to One (1%) percent of the total purchase price contained herein; provided, however, that if Purchaser shall request that the deed be made to a third party, Seller shall be relieved from the payment of any transfer tax and transfer tax shall be paid by the Purchaser and the third party according to the terms of their agreement. Purchaser shall pay any recording fees incurred in the recording of the final deed. 10. Seller's Encumbrances. Seller shall have the privilege of encumbering the premises which are the subject of this Agreement by a mortgage or otherwise provided that at no time may any such encumbrances exceed the unpaid. principal balance of this Agreement, and, if Seller should default in making any payments which may' be required In connection with any such mortgage or other encumbrance, the Purchaser shall have the privil of paying any sums payable pursuant to this Agreement directly to such encumbra ce holder. 11. Liability to Third Persons. (a) Purchaser shall insure, defend and indemnify Seller from any liability for injury or damages to third persons as a result of accidents or other occurrences upon the premises which are the subject of this Agreement whether or not said injury or damage is a result of a condition existing at the time of this Agreement or which comes into existence thereafter. (b) Purchaser agrees that at its expense at all times during the term of this Agreement or any extensions, It shall keep In effect a policy of public liability and property damage insurance Insuring Seller and Purchaser against any and all claims of personal injury or property damage in amounts not less than One Million Dollars ($1,000,000.00) In the aggregate and Five Hundred Thousand Dollars ($500,000.00) for each occurrence. The amount of said insurance shall be adjusted every five (5) years to amounts which the parties may agree upon at that time, or failing such agreement, to equivalent amounts adjusted for inflation as calculated by Purchasers insurance carrier, but in no event ever less than one Million Dollars ($1,000,000.00) in the aggregate and Five Hundred Thousand Dollars ($500,000.00) for each occurrence, This insurance policy shall be issued by a reliable insurance company approved by Seller and a copy of the policy delivered to Seller. 12. Waste and Removal of Buildings. The Purchaser shall not remove or permit the removal from the property of any building or other improvement, or part of any building or improvement located thereon without the consent of the Seiler in writing, nor shall the Purchaser commit or permit to be committed any waste of the property or of any building or improvement thereon. 13. Prepayment. Purchaser shall have the privilege of paying as much more than the required monthly installments of principal and interest as desired, and nothing contained in this Agreement shall be construed to limit the reduction of principal by.the amount of said prepayment. Interest shall be computed on the unpaid principal balance. 14. Remedies. In the event of default by the Purchaser in the payment of any required payment for a period of thirty (3o) days after the some shall have become due and payable by the terms of this Agreement, or if a breach of any of the BGGR C 5 S PAGE 'L0G5 4 conditions of this Agreement shall be made by the Purchaser and shall continue for a period of thirty (30) days after written notice is sent by Seller, then the entire principal sum remaining unpaid shall become due and payable at once and the Seller may, at the Seller's sole option, select any one or more than one of the following remedies; (a) (i) Demand immediate possession of said premises upon thirty (30) days written notice, (which written notice may be given prior to, or contemporaneously with, the expiration of the 30-day default period mentioned above), and thereupon have all rights and obligations under this Agreement cease and terminate. Upon such declaration all periodic payments made by the Purchaser and the down payment made by the Purchaser shall be retained by the Seller as rent or as liquidated damages. If Seller shall exercise his rights under this Paragraph 14(a) then all Improvements made by Purchaser to the premises, and all expenditures made by Purchaser on account of the premises (including, by way of example only, all prior real estate taxes paid and prepaid real estate taxes and insurance) shall be retained by Seller as liquidated damages. Purchaser shall also, at Sellers request, execute a general release or quit claim deed in favor of Seller of Purchaser's interest in the premises. If the remedy of Seller provided in this subparagraph 14(a) is elected by Seller and satisfied without dispute by Purchaser, including the execution of any requested release, or quit claim deed, and Purchaser peacefully removes himself and his belongings from the premises and leaves the premises in the condition it was In when he received it, normal wear and tear excepted, then this shall be the sole remedy of Seller and the entire principal sum remaining unpaid shall be forgiven. (il) That if the Purchaser is in possession of the premises at the time that the Seller declares this Agreement terminated, Purchaser hereby authorizes any attorney, as attorney for Purchaser, to sign an agreement for entering in any court of competent jurisdiction an amicable action in ejectment against Purchaser and all persons claiming under him, for the recovery by Seller of the 'possession of the premises, for which this shall be sufficient warrant, and thereupon a Writ of Possession may issue forthwith, without any prior proceedings whatsoever and Purchaser hereby releases Seller from errors and defects in entering such action in ejectment, or causing such Writ of Possession to be issued or any proceedings thereon, or concerning the same and hereby agrees that no Writ of Error, objection of exception, shall be made or ken thereto, (b) Collect by s t or otherwise the entire unpaid principal plus unpaid interest, together with interest at the rate of Eight and one-half (8.5096) per centum per annum, costs of any suit, and attorney's fees at the rate of five (596) percent of the amount of final judgment or $300.00, whichever is greater, and the prothonotary or any attorney of any court of record of Pennsylvania or elsewhere is hereby authorized and empowered to appear for and confess judgment against the Purchaser and in favor of the Seller for the whole amount of said principal sum remaining unpaid, together with interest, costs of suit, release of errors, attorney's fees at the rate of five (595) percent of the amount of final judgment or $300.00, whichever is greater, and waiving inquisitions and exemptions. (c) Recover all costs incurred in proceedings in either ejectment or to collect under this Agreement including reasonable attorney's fees not recovered under the provisions of subparagraph (b), above. 5G„ d G5,) -aUE IIOGG A, (d) Should default occur in the payment of the final principal amount due under this Agreement, Seller may at his sole option, elect to continue to accept monthly payments of principal and interest in an amount equal to the monthly payments provided or In this Agreement No such election by Seller shall bind Seller for more than one month and at the conclusion of any said month Seller may exercise his right to the same or any of the other remedies provided for in this Agreement. Any payments made by Purchaser under this subparagraph shall apply to a reduction of principal after accounting for interest, late charges, or any costs incurred by Seller during the period of default and as a result of the default. 15. Act 6 is not applicable, This Agreement shall not be considered a security document for a residential mortgage pursuant to the Pennsylvania Loan Interest and Protection Law, commonly referred to as Ith 6." 16. Risk of Loss. Risk of loss or damage to premises by fire or other casualty shall be assumed by Purchaser. 17. Nonassign ability or Other Transfer. Purchaser shall not grant, convey or assign any right, title or interest in this Agreement, or in the premises, in whole or in part, nor shall the Purchaser grant any leasehold interest with an option to purchase, nor grant any other leasehold interest for a period of more than five (5) years, in all or a portion of the premises, without prior written consent of the Seller, and If such Is attempted, the remedies of the Seller set forth in this Agreement shall accrue to the Seller. Transfer of title by will, survivorship, or by descent shall not be regarded as an assignment or other transfer requiring the consent of the Seller. Any assignment or other transfer described 'as prohibited by this section if not granted with the written consent of Seller shall be null and void. unless said written consent shall be recorded (at Purchasers expense) in the office of the Recorder of Deeds in and for Cumberland County, at Carlisle, Pennsylvania, in the Miscellaneous Record Books.. 18. Hazard Insurance. Purchaser shall keep the buildings erected, and any buildings or additions hereafter erected, upon the premises insured by a usual and customary policy of fire and general hazard insurance in an amount equal at least to the unpaid balance due the Seller under this Agreement In insurance companies approved by Seller, with the usual) and customary loss payable clause to Seller or Purchaser as their interests may appear. In the event that Purchaser shall fail to provide said insurance, the Seller may obtain the same and deduct the cost thereof from the amount Purchasers have paid on account of the purchase price of said premises and should a default arise on account of said deduction, Seller shall have any and all of the rights and remedies afforded to Seller by this Agreement for the occurrence of a default. Purchaser further covenants not to procure any fire or other hazard insurance without providing an endorsement thereon listing Seller as a loss payee, as the Seller's and the Purchaser's interests may appear, 19. Condition and Repair of Property. The Purchaser agrees that the property and the buildings and improvements thereon are, at the 'date of this contract, in good condition, order, and repair, and that he shall, at his own cost and expense, maintain the property and the buildings and improvements thereon in such good condition, order, and repair, reasonable wear and tear excepted. Cru' 653 rxE1067 20. Inspection. The Seller shall have the right to enter and inspect the property and the buildings and improvements thereon at least once each calendar month, during normal business hours. 21. Alterations. The Purchaser shall not renovate, remodel, or alter any building or improvement now or hereafter situated on the property, or construct any additional building, buildings, or improvements on the property without first giving written notice and submitting plans for such renovating, remodeling, or construction to the Seller and obtaining the Seller's approval in writing of such plans. Seller's approval shall not be unreasonably withheld. 22. Environmental laws. (a) Environmental Compliance. Purchaser shall, at Purchasers own expense, comply with any current or hereinafter enacted environmental-cleanup responsibility laws affecting Purchasers operation at the premises ("Cleanup Laws") or otherwise affecting the premises, whether the cause originated before or after the date of this Agreement Purchaser shall, at Purchaser's own expense, make all submissions to, provide all information to, and comply with all requirements of the appropriate governmental authority (the "Authority") under the Cleanup Laws. Should the Authority determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharges of hazardous substances or wastes at the premises then Purchaser shall, at Purchaser's own expense, prepare and submit the required plans and financial assurances, and carry out the approved plans. At no expense to Seller, Purchaser shall promptly provide all information requested by Seller for preparation of affidavits required by Seller to determine the applicability of the Cleanup Laws to the premises, and shall sign the affidavits promptly when requested to do so by Seller. Purchaser shall insure, defend, Indemnify and hold harmless Seller from all fines, suits, procedures, claims and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the premises whenever the same may have occurred; and from all fines, suits, procedures, claims and actions of any kind arising out cf the Purchaser's failure to provide all information, make all submissions and take all steps required by the Authority under the Cleanup Laws or any other environmental law. Purchaser's failure to abide by the terms of this section shall be restrainable by injunction. (b) Environmental Reports. Purchaser shall promptly supply Seller with copies of any notices, correspondence and submissions made by Purchaser to the appropriate governmental authority of the State (the "Authority'), the United States Environmental Protection Agency ("EPA'), the United States Occupational Safety and Health Administration {"OSHA"), or any other local, state or federal authority that requires submission of any information concerning environmental matters, or hazardous wastes or substances. 23. Severabilityould any provision of this Agreement be declared null or void, the remainder of is Agreement shall continue to be in force and effect 24. Written Amendment. No modifications or amendment of this Agreement shall be binding unless the same shall be in writing and signed by all the parties to this Agreement 25. Binding Effect This Agreement is to extend to and be binding upon the heirs, beneficiaries, distributees, successors, executors, administrators and assigns, of the parties hereto. bccr C53 rAu 1068 26. Notices. Whenever any notice is to be sent pursuant to the terms of this Agreement, or otherwise, it shall be sent by certified U.S. mail, return receipt requested, to the following address: SELLER PURCHASER L.B. Phillips, Jr. Karl E. Rominger, Esquire 93 Enck's Mill Road 155 South Hanover Street Carlisle, PA 17013 Carlisle, PA 17013 The above addresses may only be altered by notice to the other party consistent with this Paragraph 21. 27. Section Headings. The descriptive headings used herein are for convenience only and shall not be used in construing this Agreement. Such headings shall furthermore have no effect whatsoever in determining the rights or obligations of the parties. 28. Applicable Law. This Agreement shall be construed and interpreted according to the statutes and laws of the Commonwealth of Pennsylvania. IN' WITNESS WHEREOF, the parties hereto have executed this Agreement with intent to be legally bound, the day. and year first above written. z4a ? _ (seal) L.B. Phillips,jr. ?_(Seal) Karl E. Rominger COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF CUMBERLAND On this, the 0q3i6l. day of August, 2000, before me, the undefsigned officer, personally appeared L.B. Phillips, Jr., widower, known to me or satisfactorily proven, to be the persons whose names are subscribed to the within instrument, and acknowiedged that they have executed the some for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. 77 Public , : ,Z.;" NOTARI AL ;Ie.. F q7W A. Y9ar rrm?r'r:.?... . BGGR 653 rhaI069 PODERT ZIEGLER RECORDEP. Or DEEDS ,;Ut.16ERLAIlD COUNTY-Pry ,00 SEP 1 RM 10 13 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND 55: On this, the aL9r-v"'j;y of August, 2000, before me, the undersigned officer, personally appeared Karl E. Rominger, known to me or satisfactorily proven, to be the persons whose names are subscribed to the within Instrument, and acknowledged that they have executed the same for the purposes therein contained, IN WITNESS WHEREOF, I hereunto set my hand and official seal. State of Ponnsyivanie Cnur.,.y of Cumhartandi ) Re:",..icd in the office for the recording of Deeds t. el, ld for umbwland County. P&L 63 Book Vol.' Pape wltness my hand and seal of office Carlisle, PA this _ I day of . _? Record 5s6-f G5 ? Pau i(l ; 0 VERIFICATION I, Alice R. Phillips, verify that the facts set forth in the foregoing document are true and correct to the best of my information, knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. Date: 4 - z - a 7 Alice R. Phillips IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff V. NO. 07-568 KARL ERNST ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, NEIL WARNER YAHN, Esquire, do hereby certify that I served a true and correct copy of the foregoing Complaint upon the following below-named individual this date by depositing same in the United States mail, postage prepaid, at Hershey, Pennsylvania, addressed as follows: Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 McKissock & Hoffman, P.C. 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 (717) 540-3400 Attorney for Defegdant, Karl E. Rominger NEIL WARNER YA Attorney I.D. #82278 Date: April Z '2007 ?, ? h n ?` ?:; .? .-* C'"7 ? ? __ F,..- " C = c.5 ,-:_ ?.i?- ? [?G s;.? -:! ?t.; tai; i- Li.. ?' ' ;i k _.. r_._. '_=? t ? ? N Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff : NO. 07-568 V. KARL E. ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants : JURY TRIAL DEMANDED CERTIFICATE OF MERIT AS TO KARL E. ROMINGER, ESQUIRE, DEFENDANT I, NEIL WARNER YARN, ESQUIRE, certify that: 2 'an appropriate licensed professional has supplied a written statement to the undersigned that there is a basis to conclude that the care, skill or knowledge exercised or exhibited by this defendant in the treatment, practice or work that is the subject of the complaint, fell outside acceptable professional standards and that such conduct was a cause in bringing about the harm; AND/OR ? the claim that this defendant deviated from an acceptable professional standard is based solely on allegations that other licensed professionals for whom this defendant is responsible deviated from an acceptable professional standard and an appropriate licensed professional has supplied a written statement to the undersigned that there is a basis to conclude that the care, skill or knowledge exercised or exhibited by the other licensed professionals in the treatment, practice or work that is the subject of the complaint, fell outside acceptable professional standards and that such conduct was a cause in bringing about the harm; OR ? expert testimony of an appropriate licensed professional is unnecessary for prosecution of the claim against this defendant. Date: April 2, 2007 JAMES SMIJI DIETTERICK & CONNELLY, LLP By: Neil W. Yahn, Esquire Attorney I.D. No. 82 P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff 2 I IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff V. NO. 07-568 KARL E. ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, NEIL WARNER YAHN, Esquire, do hereby certify that I served a true and correct copy of the foregoing Certificate of Merit upon the following below-named individual this date by depositing same in the United States mail, postage prepaid, at Hershey, Pennsylvania, addressed as follows: Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 McKissock & Hoffman, P.C. 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 7) 540-3400 Attorney for De(7 dant, Karl E. Rominger U? NEIL WARNER YAHN Attorney I.D. #82278 Date: April 7 2007 c"? r-? Q a c _._., ? ??.. ri? ?- :? ?? N - ? ?a _? ?' _ ? ?? . - ` ';?? ?° , ? '? _.. L"? ALICE R. PHILLIPS, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. KARL E. ROMINGER, ROMINGER & WHARE, ROMINGER & ASSOCIATES, ROMINGER BAYLEY & WHARE Defendants NO. 07-568 CIVIL ACTION - LAW JURY TRIAL DEMANDED NOTICE To Plaintiff: Alice R. Phillips do Neil W. Yahn, Esquire P.O. Box 650 Hershey, PA 17033 You are hereby notified to file a written response to the enclosed Preliminary Objections within 20 days from service hereof or a default judgment may be entered against you. PRELIMINARY OBJECTION OF DEFENDANTS TO PLAINTIFF'S COMPLAINT AND NOW come Defendants, Karl E. Rominger, Rominger & Whare, Rominger & Associates, Rominger Bayley & Whare, (hereinafter collectively referred to as "Defendants" unless otherwise indicated by syntax), by and through their counsel, McKissock & Hoffman, P.C., hereby files these Preliminary Objections to Plaintiff's Complaint and as such, provides as follows: 1. PRELIMINARY OBJECTION IN THE NATURE OF A MOTION TO STRIKE COMPLAINT AS IT PERTAINS TO DEFENDANTS ROMINGER & WHARE, ROMINGER & ASSOCIATES AND ROMINGER BAYLEY & WHARE FOR IMPROPER SERVICE Plaintiff commenced the instant action by filing a Praecipe for Writ of Summons on January 29, 2007. A true and correct copy of Plaintiff's Praecipe for Writ of Summons is attached hereto and made a part hereof as Exhibit "A". 2. Pursuant to the caption of the Writ as issued, Plaintiff only commenced the instant action against Karl Rominger individually. 3. After being served with a Rule to File a Complaint by Defendant Karl Rominger, Plaintiff filed her Complaint on or about April 3, 2007. 4. Counsel for Defendant Rominger agreed with Plaintiff's counsel to accept service of the Complaint against Karl Rominger individually in order to avoid unnecessary costs associated with formal service by the sheriff. Notwithstanding Plaintiff's commencement of the action by Writ of Summons against Karl Rominger exclusively, Plaintiff's Complaint also names Rominger & Whare, Rominger & Associates and Rominger Bayley & Whare as Defendants in this action. 6. To date, no action has been formally commenced against Rominger & Whare, Rominger & Associates and Rominger Bayley & Whare. 7. The inclusion of Rominger & Whare, Rominger & Associates and Rominger Bayley & Whare as defendants in the caption of the action wherein the action was only commenced against Karl Rominger individually is improper and should therefore be stricken. WHEREFORE, Defendants respectfully request this Honorable Court grant their preliminary objection to Plaintiff's Complaint and strike Rominger & Whare, Rominger & Associates and Rominger Bayley & Whare from the caption on this action. II. PRELIMINARY OBJECTION IN THE NATURE OF A DEMURRER AND MOTION TO STRIKE COUNTS 2 AND 3 OF PLAINTIFF'S COMPLAINT AS REDUNDANT AND DUPLICATIVE OF COUNT 1 8. Paragraphs 1 through 7 above are hereby incorporated as if more fully set forth at length herein. 9. In Count 1 of Plaintiff's Complaint, Plaintiff asserts a claim for legal malpractice (breach of duty of care) arising from Defendant Karl Rominger's representation of Plaintiff in the review and counsel of a prenuptial agreement. 10. Counts 2 and 3 of Plaintiff's Complaint basically repeat the same cause of action but captions the claims as "breach of duty of loyalty" and "breach of duty of good faith". 11. Under present Pennsylvania law, an individual who has an attorney-client relationship may sue his attorney for malpractice under either a trespass (negligence) and/or assumpsit (breach of contract) theory. 12. In order to establish a claim of legal malpractice under a theory of negligence, a plaintiff must demonstrate: 1) employment of the attorney or other basis for a duty; 2) the failure of the attorney to exercise ordinary skill and knowledge; and 3) that such negligence was the proximate cause of damage to the plaintiff. Kituskie v. Corbman, 552 Pa. 275, 281, 714 A.2d 1027, 1029 (1998). 13. There presently exists no basis for independent claims of "breach of duty of loyalty" and "breach of duty of good faith" in the context of legal malpractice. 14. While Pennsylvania law recognizes a cause of action for breach of the duty of good faith, it does so in the context of business/insurance law, not in the context of legal malpractice. See Burton v. Republic Insurance Company, 845 A.2d 889 (Pa. Super. 2004). 15. Plaintiff's pleading of Counts 2 and 3 in the Complaint are nothing more than duplicitous allegations of Count 1 which are offered for no valid purpose other than to create a claim where none actually exists. Such claims are not permitted under the law of the Commonwealth. WHEREFORE, Defendants respectfully request this Honorable Court grant their preliminary objection to Plaintiff's complaint and strike Counts 2 and 3 of Plaintiff's Complaint as being improper and without basis in law or fact. III. PRELIMINARY OBJECTION IN THE NATURE OF A DEMURRER TO COUNT 5 OF PLAINTIFF'S COMPLAINT FOR FAILURE TO STATE A CAUSE OF ACTION FOR WHICH THE RELIEF SOUGHT MAY BE GRANTED PURSUANT TO PA.R.C.P 1028(A)(4) 16. Paragraphs 1 through 15 above are hereby incorporated as if more fully set forth at length herein. 17. In Count V of Plaintiff's Complaint, Plaintiff alleges that the actions and/or omissions of Defendant Karl Rominger somehow constituted a violation of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, 73 P.S. §201-1, et seq., (hereinafter "UTPCPI: ). 18. Specifically, in paragraph 97 of Plaintiff's Complaint, Plaintiff alleges that Defendant violated the UTPCPL by engaging "in conduct which caused the likelihood of confusion or of misunderstanding as to the source, sponsorship, approval or certification of goods or services, in violation of the Unfair Trade Law, 73 P.S. §201-1(ii)". 19. Furthermore, Plaintiff alleges that Defendant engaged in the following specific unfair and deceptive acts or practices: "Defendants misled Plaintiff to believe he was acting in Plaintiff's best interest". See Plaintiff's Complaint, 198. 20. Notwithstanding Plaintiff's counsel's laborious pleadings efforts, not one single allegation of fact as set forth in the body of Plaintiff's Complaint supports any possible application of the UTPCPL to the instant action. 21. When viewed as a whole, Plaintiff's Complaint as asserted against Defendant Karl Rominger fails to state a claim for which relief may be granted under the UTPCPL. 22. The legislative purpose and intent behind the UTPCPL is to prevent fraud and deceptive trade practices in commerce of goods. See Weinberg v. Sun Co., Inc., 740 A.2d 1152 (1999); Pirozzi v. Penske Olds-Cadillac-GMC, Inc., 605 A.2d 373, 413 Pa.Super 308, app. den., 616 A.2d 985, 532 Pa. 665 (1992); See also In re Fricker, 113 BR 856 (Bankr. E.D. Pa 1990). 23. The UTPCPL does not provide for a right of action against providers of professional services. See e.g. Fofly_gen v. R. Zemel, M.D. (PC), et al., 615 A.2d 1348 (1992) (UTPCPL not applicable to the provision of professional medical services). 24. The providing of professional legal services does not fall within the ambit of the deceptive or unfair trade practices as set forth in 73 P.S. §201-2(4)(i)-(xvii). 25. Plaintiff's attempt to equate professional legal services with a particular standard, quality, grade and/or characteristic completely ignores the fact that the standards governing the practice of law are created by, and fall under the exclusive jurisdiction of the Pennsylvania Supreme Court. See Pa. Const. Art V, §10; Commonwealth v. Stern, 701 A.2d 568, 549 Pa. 505 (1997) (Supreme Court has inherent and exclusive jurisdiction over members of the legal professions under the Constitution and the separation of powers principle); Ballou v. State Ethics Commission, 424 A.2d 983, 56 Pa.Cmwlth. 240, aff'd in part, 436 A.2d 186, 496 Pa. 127 (1980) (Financial disclosure provisions of the Ethics Act (65 P.S. § 401, et seq.) as applied to attorneys violated the Pennsylvania Constitution by infringing upon the Supreme Court's exclusive power to regulate to conduct of attorneys). 26. The application of UTPCPL upon the practice of law would be in violation of Article V, Section 10 of the Pennsylvania Constitution. 27. Furthermore, even if all the assertions set forth in Plaintiff's Complaint are viewed in the light most favorable to the Plaintiff, the crux of the Plaintiff's claim against Defendant Karl Rominger, may be for professional negligence, at most, which is asserted in Count I of Plaintiff's Complaint. 28. Plaintiff's Complaint, as it pertains to the UTPCPL, is factually and legally deficient, in that, Plaintiff is seeking redress for claims for which relief may not be granted under the averments and allegations as set forth in Plaintiff's Complaint. Field v. Philadelphia Electric Co., 388 Pa. Super. 400, 565 A.2d 1170 (1989); Cloverleaf Development, Inc. v. Horizon Financial, 347 Pa. Super. 75, 500 A.2d 163 (1985). WHEREFORE, Defendants respectfully request this Honorable Court to grant its Preliminary Objections and enter an Order dismissing Count V of Plaintiff's Complaint with prejudice and grant all further relief as this Honorable Court may deem proper and just. IV. PRELIMINARY OBJECTION IN THE NATURE OF A MOTION TO STRIKE PLAINTIFF'S COMPLAINT FOR FAILING TO STATE A CLAIM FOR WHICH RELIEF MAY BE GRANTED (DEMURRER) - RECOVERY OF ATTORNEYS FEES 29. Paragraphs 1 through 28 above are hereby incorporated as if more fully set forth at length herein. 30. In the ad damnum paragraphs of Plaintiff's Complaint, Plaintiff assert a claim for the recovery of "reasonable attorneys fees". 31. There is no basis in law that would permit the recovery of attorneys fees in the instant claim for professional negligence. See Kituskie v. Corbman, 552 Pa. 275, 714 A.2d 1027 (1998) (only damages recoverable in a professional negligence action are those damages which could have been recovered in underlying action); Lavelle v. Koch, 532 Pa. 631, 617 A.2d 319, 323 (Pa. 1992) (a litigant cannot recover counsel fees from an adverse party unless there is express statutory authorization, a clear agreement of the parties or some other established exception - aWa "American Rule") See also 42 Pa.C.S. § 1726(a)(1) (attorneys' fees are not an item of taxable costs except as permitted by 42 Pa.C.S. § 2503). 32. Instantly, there is no statutory authorization, agreement of the parties or other exception that would permit the recovery of attorneys fees. WHEREFORE, Defendants respectfully request this Honorable Court to grant their Preliminary Objection and enter an Order striking Plaintiff's claims for attorneys fees based upon the legal insufficiency of the pleading. Respectfully submitted, McKissock & Hoffman, P.C. By: Edwin A.D. Sc squire I.D. No.: 75902 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: April 13, 2007 Attorneys for Defendant, Karl E. Rominger IN RE: ALICE R. PHILLIPS 93 Encks Mill Road Carlisle, Pennsylvania 17013 Plaintiff V. KARL E. ROMINGER Rominger & Whare 155 South Hanover Street Carlisle, Pennsylvania 17013 Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW WRIT OP' ST7MMONS TO THE ABOVE NAMED DEFENDANT: YOU ARE NOTIFIED THAT T 14E ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION AGAINST YOU. 19f &Zjf? Pr onotary Date: w? By: Deputy ( ) Check here if reverse is issued for additional information. TRUE ci.. t . :z,.?;?rt' 16: U- Y, t IN RE: ALICE R. PHILLIPS 93 Encks Mill Road Carlisle, Pennsylvania 17013 Plaintiff V. KARL E. ROMINGER Rominger & Whare 155 South Hanover Street Carlisle, Pennsylvania 17013 Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNT'Y', PENNSYLVANIA :NO. 07 $L l.. to 4? 1 ?c• '''1 : CIVIL ACTION - LAW n 'Y' • PRAECIPE FOR WRXT OF SUMMONS TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please issue a Writ of Summons in the above-captioned action. r ? C,J The Writ of Summons shall be issued and forwarded to ( ) Attorney ( X ) Sheriff for service on Defendant. submitted, Dated: 2007 By: JAMO, SWTH, DIETTERICK & CONNELLY, L LP NEIV:WARNE YAHN, Attofi?ey I.D. # 82278 P.O. x 650 Hershey, 17033-0650 (717) 533-3280 Attorney for Plaintiff CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Preliminary Objections upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff) McKissock & Hoffman, P.C. By: Edwin A.D. Sc , Esquire Identification No.: 75902 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated:_April 13, 2007 Attorneys for Defendant, Karl E. Rominger r-y ,<_,? ??- - -? i? -_;,e Vrl _? ,? =?? ? '?. C'"1 <.1 a -':a -' ?r,: `"'_ ._7 ?:; 7 '"C Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, : CIVIL ACTION Plaintiff V. KARL ERNST ROMINGER, Esquire ROMINGER & ASSOCIATES, : NO. 07-568 Defendants : JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Amended Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Amended Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 or (800) 990-9108 AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los pr6ximos veinte (20) dias despues de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparencencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en ]a demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. LISTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 or (800) 990-9108 JAMES SMITH DIETTERICK & CONNELLY, LLP Dated: June _?_, 2007 By: I ) V/ ? 1-- Neil W?lrn Yahn, Esquire Attorn y I.D. No. 82278 P.O. B x 650 Hershey, PA 7033-0650 (717)533- 0 Attorneys for Plaintiff Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff V. NO. 07-568 KARL ERNST ROMINGER, Esquire ROMINGER & ASSOCIATES, Defendants : JURY TRIAL DEMANDED AMENDED COMPLAINT 1. Upon information and belief, Alice R. Phillips, an adult individual residing at 93 Encks Mill Road, Carlisle, Pennsylvania 17013 (the "Plaintiff"), files this amended complaint (the "Complaint"). 2. Plaintiff is the surviving spouse of the decedent, Linwood B. Phillips, Jr. (the "Decedent"). 3. Plaintiff and the Decedent resided together as husband and wife at 93 Encks Mill Road, Carlisle, Pennsylvania (the "Homestead'). 4. The Plaintiff and the Decedent were married on October 6, 2000 (although the Plaintiff and Decedent concluded they were married beforehand in March of 2000). 5. The Decedent died on February 2, 2006, a resident of Cumberland County, Pennsylvania. 6. Defendant, Karl Ernst Rominger, Esquire, is a licensed professional with Pennsylvania Attorney License ID No. 81924, granting him the right to practice law in the Commonwealth of Pennsylvania. At all times relevant to this Amended Complaint, he practiced law as a sole proprietor or as part of Rominger and Associates with his principal office situated at 155 South Hanover Street, Carlisle, Pennsylvania 17013 (herein Karl Ernst Rominger and the aforementioned firm shall be referred in the singular as the "Defendant") 7. This Amended Complaint follows Preliminary Objections filed by the Defendant and as opposed to arguing all points within the Preliminary Objections, Plaintiff amended the original Complaint to narrow the points at issue. 8. This Amended Complaint includes a claim for professional malpractice and a Certificate of Merit has been supplied to Defendant and is attached to this Amended Complaint as Exhibit "A". 9. Plaintiff has secured an appropriate licensed professional within this Commonwealth to verify, as per the Certificate of Merit as originally filed with the original Complaint, that there exists a reasonable probability that the care, skill, and/or knowledge exercised or exhibited in the treatment, practice, and/or work that is the standard in the representation, fell outside acceptable professional standards and that such conduct was a cause in bringing about the harm alleged herein. 10. Venue in this Court is proper for all actions hereunder. Damages exceed the jurisdictional minimum for this Court and until an accounting is completed of the Decedent's Estate and related litigation concluded, damages are incapable of calculation at this time. -2- 11. The Decedent's purported Last Will and Testament and Codicils have been offered by Robert G. Frey, Esquire, for probate (see attached Exhibit B") (the Will and Codicils will be referred to collectively as the "Estate Plan"). 12. The Estate Plan limits the Plaintiff s inheritance to a life estate of the primary residence and an income interest from a Qualified Terminable Interest Trust ("QTIP") as further defined in Section 2057 of the Internal Revenue Code of 1986, as amended (the "Code") funded with Two Million Dollars ($2,000,000) with the remainder of the QTIP passing to the Decedent's children upon the death of the Plaintiff. 13. The Estate Plan is inconsistent with the Decedent's representations made to the Plaintiff during her lifetime. 14. The Decedent told the Plaintiff she would inherit one-half of his assets. 15. The Decedent's estate is comprised of approximately Forty-Five Million Dollars ($45,000,000) in assets. 16. Independent witnesses were not sought in the execution of the Estate Plan. 17. Robert M. Frey is a former business partner of the Decedent and they conducted business as Phillips and Frey, a Pennsylvania partnership. 18. Phillips and Frey owned, substantial real estate holdings in excess of Twenty Million Dollars ($20,000,000). 19. Robert M. Frey is also a licensed attorney with the law firm Frey and Tiley in Carlisle, Pennsylvania. 20. The Estate Plan was drafted by Robert M. Frey, Esquire. 21. Robert M. Frey witnessed the Codicils. 22. Susan Henry witnessed the Estate Plan. -3- 23. Susan Henry is currently employed by the law offices of Frey and Tiley, but prior to her new employment with the law practice, Ms. Henry was employed for approximately fifteen years with the Decedent as his bookkeeper. 24. The Homestead was the primary location of the business, Phillips and Frey. 25. Ms. Henry worked at the Homestead as the bookkeeper when she witnessed the Estate Plan. 26. Robert M. Frey's son, namely Robert G. Frey, also practices law at Frey and Tiley. 27. Letters Testamentary were issued to Robert G. Frey as the named executor (the "Executor")(despite the fact that Robert M. Frey drafted the Estate Plan). 28. After the death of the Decedent, Plaintiff was informed of her inheritance per the Estate Plan, including the QTIP provisions therein. 29. The Plaintiff filed her statutory right to receive her elective share as per 20 Pa. C.S.A. §2201 against the Estate Plan (the "Elective Share"). 30. The Executor objected to the Elective Share on the grounds that the Plaintiff waived her right to the Elective Share under a Prenuptial Agreement dated September 25, 2000 and two separate agreements both dated October 2, 2000 (herein each Prenuptial Agreement shall be referenced by date and collectively the two Prenuptial Agreements executed on October 2, 2000 shall be called the "Prenuptial Agreements" and this term excludes any reference to the Prenuptial Agreement dated September 25, 2000)(a true and correct copy of the Prenuptial Agreement dated September 25, 2000 is attached hereto as Exhibit "C, Tab 1" and the Prenuptial Agreements dated October 2, 2000 are attached hereto as Exhibit "C, Tab 2"). -4- 31. Plaintiff has never reviewed the Prenuptial Agreements, nor was she given a copy after the execution. 32. While Plaintiff saw the Prenuptial Agreements, Plaintiff did not read the Prenuptial Agreements, nor were the Prenuptial Agreements read to her. 33. Defendant has not produced any of the Plaintiff's documents with regards to a file in this matter. 34. Defendant claims the Plaintiff's file was destroyed in a flood. 35. Plaintiff avers the Decedent and Frey and Tiley secured counsel for the Plaintiff (specifically the Defendant herein) in late September 2000 to represent her in the execution of the Prenuptial Agreements in spite of the provisions within the Prenuptial Agreements. 36. Plaintiff relied upon Defendant to negotiate and explain the Prenuptial Agreements, which he failed to do, as part of his representation and responsibility to Plaintiff. 37. The Decedent's referral (whether first hand or via Frey and Tiley) of the Plaintiff to the Defendant was a sham. 38. Plaintiff avers that Defendant, in the course of his representation, colluded with the Decedent and his counsel, in a course of conduct that amounts to a malicious wanton and reckless disregard of the Plaintiff s rights and a clear violation of the Defendant's professional duty as the Plaintiff's counsel. 39. Defendant failed to fully advise and represent the Plaintiff thereby preventing her from making a well informed decision relating to the marital rights in her husband's estate of approximately Forty-Five Million Dollars ($45,000,000). 40. The Decedent and the Defendant were in a confidential relationship by virtue of their business relationship, and the Defendant failed to disclose this conflict of interest. -5- 41. The Plaintiff was unaware of the business relationship between the Decedent and Defendant, and believed that the Defendant would act in good faith on her behalf. 42. Defendant never met with the Plaintiff prior to the execution of the Prenuptial Agreements. 43. Contemporaneous with the representation by Defendant of the Plaintiff, Defendant acquired equitable title to the office building at 155 South Hanover Street, Carlisle, Pennsylvania (the "Office Complex") from the Decedent pursuant to an Installment Sale Agreement dated August 23, 2000 (the "Installment Sale") attached hereto as Exhibit "D". 44. The signature of the Decedent and the Defendant on the Installment Sale were both witnessed and acknowledged by Ms. Henry. 45. The Defendant was in a confidential relationship with the Plaintiff and therefore, had a duty to use the trust reposed upon him in good faith and not secure an advantage for himself. 46. The Prenuptial Agreements do not disclose the sale of the Office Complex, nor reference the Installment Sale. 47. The Defendant had actual knowledge that the asset disclosure on the Prenuptial Agreements was incomplete in that the Office Complex was not included in the asset disclosures allegedly attached to the Prenuptial Agreements. 48. The Defendant failed to disclose to the Plaintiff that the asset disclosure was incomplete. 49. The Defendant intentionally failed to disclose the Installment Sale to the Plaintiff. 50. The Decedent intentionally failed to disclose the Installment Sale to the Plaintiff. 51. Robert M. Frey failed to disclose the Installment Sale to the Plaintiff. -6- 52. On several occasions, the Defendant failed to make timely payment to the Decedent for the Office Complex as per the Installment Agreement. 53. The Defendant, an interested party, allegedly represented the Plaintiffs interest, but he was actually representing his own interest and that of the Decedent and Robert M. Frey. 54. The Defendant violated the duty of loyalty as he had a duty to disclose the Installment Sale of the Office Complex, his conflict, and perhaps his own duress placed upon him by virtue of his business relationship with the Decedent. 55. Despite the apparent conflict of interest, the Defendant is strictly prohibited from representing a client when his personal or financial affairs conflict with or may compromise his independent and unbiased objective advice. 56. The Defendant's objectivity was compromised by the very nature of the Installment Sale and his personal dealings with the Decedent. 57. The Decedent selected Defendant as counsel for the Plaintiff knowing that the Defendant would not represent the interest of the Plaintiff in connection with the Prenuptial Agreements. 58. Robert M. Frey, along with the Decedent, sought the Defendant as counsel for the Plaintiff with their own interests in mind and in conflict with those of the Plaintiff, to obscure the rights of the Plaintiff and her knowledge thereof and preserve their own interest in Phillips and Frey. 59. The Decedent aided the Defendant in his breach of the duty of loyalty against the Plaintiff. 60. As evidence of the Decedent's deceit, the Prenuptial Agreement dated September 25, 2000 is a forged document. -7- 61. Plaintiff denies executing the Prenuptial Agreement dated September 25, 2000 despite Ms. Henry verifying that she witnessed Alice Phillips and the Decedent execute the Prenuptial Agreement on September 25, 2000. 62. Contemporaneously, Plaintiff believes Decedent discerned that the forged Prenuptial Agreement may not satisfy the legal requirements for a valid prenuptial agreement, so the Decedent told the Plaintiff on or about September 30, 2000 she would have to meet with the Defendant as counsel, but that the representation was only a joke and the document was not valid. 63. The Plaintiff never met or spoke with the Defendant to review the Prenuptial Agreements prior to October 2, 2000. 64. On the morning of October 2, 2000, the Plaintiff and the Decedent drove to the law offices of Frey and Tiley. 65. Defendant was not present at the time and had to be called to meet with the Plaintiff from his office. 66. Upon arriving late to the meeting, the Defendant met the Plaintiff for the first time and the Plaintiff and Defendant met for approximately ten minutes. 67. Defendant did not review the Prenuptial Agreements with the Plaintiff, nor did he discuss the contents of the Prenuptial Agreements or read them to her. 68. Plaintiff is not sure as to whether the assets disclosures were attached to the Prenuptial Agreements. 69. Frey and Tiley prepared the Prenuptial Agreements. 70. Defendant told the Plaintiff that the Prenuptial Agreement was a joke and not to worry. -8- 71. Defendant did not advise her as to the legal impact of executing such documents with regards to the Decedent's Estate. 72. After the execution of the Prenuptial Agreements, the Decedent and the Plaintiff left without a copy or an original. 73. Defendant never sent an executed copy of the Prenuptial Agreement to the Plaintiff. 74. The Plaintiff did not see the Prenuptial Agreements again until after the death of the Decedent in February of 2006 and only then learned of the legal impact of the Prenuptial Agreements, including that the Plaintiff would not be inheriting one-half (1/2) of the Estate as the Decedent represented. 75. The Defendant and the Decedent, directly and through counsel, colluded and engaged in a series of calculated steps to obscure the rights of the Plaintiff, including exploiting the confidential relationships with the Plaintiff, to preserve their own pecuniary interest, and but for the collusion and the confidential relationships, the Plaintiff would not have executed the Prenuptial Agreements. 76. The Plaintiff has filed a companion claim to set aside the Prenuptial Agreements with the Cumberland County Orphans' Court ("Petition to Set Aside') and pending the outcome of that litigation, the damages in this Amended Complaint are immeasurable and only reflect an estimate of the damages. COUNTI BREACH OF DUTY OF CARE - LEGAL MALPRACTICE 77. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 76 as though set forth in full. -9- 78. As Plaintiff s attorney, the Defendant owed a duty of care to competently and skillfully represent the Plaintiff s interest in connection with the Prenuptial Agreements as would a similarly situated attorney. 79. The Defendant committed a culpable act of legal malpractice and violated the duty of care by not thoroughly reviewing the Prenuptial Agreements and exhibits and disclosures and properly advising the Plaintiff as to her rights both for full disclosure and the impact the execution would have on future claims including the Elective Share. 80. The Plaintiff believes and therefore avers that the Defendant breached his duty of care to competently represent the Plaintiff and committed an act of legal malpractice by permitting the Plaintiff to enter into the Prenuptial Agreements without a review of the documents and the disclosures with the Plaintiff, as well as failing to disclose his interest in the Office Complex which should have been, but was not, included on the disclosure statement allegedly attached to the Prenuptial Agreements. 81. As a direct and proximate result of the Defendant's malpractice and breach of the duty of care, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. -10- COUNT ii BREACH OF DUTY OF LOYALTY - LEGAL MALPRACTICE 82. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 81 as though set forth in full. 83. Defendant owed an undiluted duty of loyalty and committed legal malpractice in representing the Plaintiff. 84. Plaintiff contends that Defendant breached the duty of loyalty and committed legal malpractice when he failed to disclose the purchase of the Office Complex and his business dealings with the Decedent. 85. Plaintiff contends that Defendant breached the duty of loyalty and committed legal malpractice by failing to advise the Plaintiff of his conflict of interest and to seek independent separate counsel. 86. As a direct and proximate result of the Defendant's breach of the duty of loyalty and legal malpractice, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit, together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. -11- COUNT III BREACH OF DUTY OF GOOD FAITH - LEGAL MALPRACTICE 87. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 86 as though set forth in full. 88. Plaintiff contends that Defendant breached the duty of good faith and committed legal malpractice by failing to disclose the confidential relationship between the Defendant and the Decedent. 89. Defendant held himself out as representing the Plaintiff, but only acted to damage the Plaintiff and not represent her interest. 90. If the Defendant had disclosed the breadth of his conflicts, the Plaintiff would have sought independent counsel. 91. As a direct and proximate result of the Defendant's malpractice and breach of the duty of good faith, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. COUNT IV MATERIAL BREACH OF CONTRACT - LEGAL MALPRACTICE 92. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 91 as though set forth in full. -12- 93. Plaintiff entered into a contract with the Defendant. 94. Defendant materially breached the contract and committed legal malpractice for failing to disclose his confidential relationship with the Decedent, perform the requisite due diligence and properly advise the Plaintiff as to her rights with regards to the execution of the Prenuptial Agreement. 95. As a direct and proximate result of the Defendant's material breach of contract, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. COUNT V CONSTRUCTIVE FRAUD - LEGAL MALPRACTICE 96. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 95 as though set forth in full. 97. Defendant had a duty to fully inform the Plaintiff as to all material matters by and between the Decedent and the Defendant, including specifically the Installment Sale of the Office Complex. 98. Defendant's failure to disclose the conflict (or seek a waiver thereof) constitutes constructive fraud equal to legal malpractice as the Defendant intentionally withheld important client information despite the Defendant's actual knowledge. -13- 99. If the Plaintiff had known of the conflict, Plaintiff would have sought independent legal counsel in a matter of such importance. 100. As a direct and proximate result of the Defendant's legal malpractice by constructive fraud, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. COUNT VI CONSPIRACY - LEGAL MALPRACTICE 101. Plaintiff incorporates by reference the allegations of Paragraphs 1 through 100 as though set forth in full. 102. Defendant had a duty to fully infonn the Plaintiff that Robert M. Frey had contacted the Defendant at the request of the Decedent to represent the Plaintiff's interest. 103. Plaintiff believes Robert M. Frey is the original author of the Installment Sale Agreement between the Defendant and the Decedent. 104. Frey and Tiley drafted the Prenuptial Agreements, and yet said agreements fail to disclose the Office Complex. 105. Robert M. Frey pursued the Defendant with the goal of advancing his own financial interest in the partnership of Phillips and Frey. 106. Robert M. Frey also drafted the Estate Plan. -14- 107. Robert M. Frey had a vested interest to assure that the assets in the general partnership of Phillips and Frey, between the Decedent and Robert M. Frey, passed in a testamentary manner that enabled him to control the disposition and also minimize the interference of the Plaintiff. 108. If the Plaintiff had known of the collusion, Plaintiff would have sought independent legal counsel in a matter of such importance. 109. As a direct and proximate result of the Defendant's collusion, the Defendant has committed legal malpractice, and therefore, Plaintiff, as the surviving spouse of the Decedent, has sustained damages in excess of the jurisdictional limits which are incapable of being measured pending the outcome of the Petition to Set Aside, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court of jury. WHEREFORE, the Plaintiff demands judgment in her favor in the amount to be determined at trial, together with pre and post judgment interest, reasonable attorney's fees and costs of suit together with such other relief deemed appropriate by the Court or jury. Respectfully submitted, JAMES(&MIETH DIETTERICK & CONNELLY, LLP Date: June l( 2007 By: Neil W. ahn, Esquire A orney D. No. 82278 P. . Bo 650 Her , PA 17033 (717) 533-3280 Attorneys for Plaintiff -15- FX?;;?,t 4 IN RE: ALICE R. PHILLIPS, Plaintiff V. KARL E. ROMINGER, Esquire ROMINGER & WHARE ROMINGER & ASSOCIATES ROMINGER BAYLEY & WHARE Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO. 07-568 JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, NEIL WARNER YAHN, Esquire, do hereby certify that I served a true and correct copy of the foregoing Certificate of Merit upon the following below-named individual this date by depositing same in the United States mail, postage prepaid, at Hershey, Pennsylvania, addressed as follows: Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 McKissock & Hoffinan, P.C. 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 (7 7) 540-3400 Attorney for Dendant, Karl E. Rominger NEIL WARNER YAHN Attorney I.D. #82278 Date: April 7, 2007 LAST WILL AND TESTAMENT OF LINWOOD B. PHILLIPS, JR. I, LINWOOD B. PILLIPS, JR., of Dickinson Township (mailing address: 93 Encks All Road, Carlisle, Pennsylvania 17013), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this as and for my Last Will and Testament hereby revoking and making void any and all Wills by me at any time heretofore made, 1. I direct my hereinafter named Executor or Executrix to pay all of my just debts and funeral expenses as soon after my death as may be found convenient to do so. I further direct that my funeral services be conducted by Ewing Brothers Funeral Home, 630 South Hanover Street, Carlisle, Pennsylvania in a manner substantially similar to the arrangements which I made for my wife Edna Lucille.Phillips and that my body be interred beside her grave on my burial lot in Cumberland Valley Memorial Gardens located along Governor Ritner Highway near the Borough of Carlisle, Pennsylvania. I further direct that on Lot 8C-1 the same shall be reserved for the burial of my wife, Alice Renee Phillips, her body to be located at the head of my body and a headstone placed there substantially the same as the headstone marker at my grave. 2. I direct that all inheritance, transfer, succession, estate and death taxes which may be payable on account of my death shall be payable from the assets which give rise to such taxes and charged to the person or persons receiving the assets: 3. 1 give, devise, and bequeath to my hereinafter Trustee, his successors and assigns, in trust, the maximum amount which will qualify for the unified credit for federal estate tax which is presently $1,000,000.00 and scheduled to reach $3,500,000.00, to be divided into equal shares for each of my four children who are LINDA L. STULL, LINWOOD B. PHILLIPS, M, MERLE R PHILLIPS AND ALLEN W. PHILLIPS, provided each one so sharing shall survive me by a period of ninety (90) days, but should any of them fail to so survive me then the provision for such deceased child shall lapse unless such deceased child shall have legitimate issue as hereinafter defined who shall survive me by a period of ninety (90) days, in which case the provisions for the deceased child of mine shall be divided between or among such legitimate issue, per stirpes. The share allocated for each child of mine as above provided shall be invested by my hereinafter named Trustee and each child of mine shall receive from income and principal the sum of at least $12,000.00 per year or each child's share of the income, whichever shall be greater. If the amount allocated for each child of mine shall be invested in any mutual fund or funds, my Trustee is authorized and directed to allocate any ordinary income distributions and any capital gain distributions partly or wholly to principal or to distributable income as the Trustee shall deem best. Upon the death of the child of mine for whom the share has been allocated, any balance remaining in that child's share shall be paid to his or her legitimate issue as hereinafter defined who shall survive that child, per stirpes, and if there be no such legitimate issue as hereinafter defined, then the-same shall be added to the shares of my other children. If one or more of the other shares have been distributed to the issue of that child for whom such share was held, then the amount which would have been added to such share shall be distributed to the then living legitimate issue as hereinafter defined of the child of mine whose share had been distributed. The meaning of "legitimate issue" as used above shall be limited to a child or children whether legitimate of not who were born to a female descendant of Testator, and shall be limited to a child or children bom to a male descendant of Testator where the father of such child or children was married to the mother either before or after the birth of such child or children. In any case, the meaning of "child" or "children" or "legitimate issue" as used above shall not include any adopted child or children. No title in any Trust hereby created, or in 'the-income accruing therefrom, or in its accumulation, shall vest in any beneficiary and no beneficiary shall have the right or power to transfer, assign, anticipate or encumber his or her interest in said Trust, or the income therefrom prior to the actual distribution thereof by the Trustees to such beneficiary. Further, neither the income nor the principal of said Trust shall be liable in any manner, in the possession of the Trustees, for the debts, contracts or engagements of any of the beneficiaries. Page I co 4 rages d ?? 4. If at the time of my death I am married to Alice R. Phillips and if she survives me, I give, devise, and bequeath to my hereinafter named Trustee, his successors and assigns, in Trust, my residence at 93 Bricks Mill Road in Dickinson _ Township in Cumberland County, Pennsylvania, together with its curtiledge and in addition the duplex dwelling house adjacent thereto, and a garden house and garage building but not the various farm buildings and acreage, together with the sum of $2,000,000.00, Two Million Dollars) the income from which shall be used for the benefit of my wife, ALICE Ic PHILLIPS, she to have the right to occupy the principal residence and the income to be used to pay real estate taxes and hazard insurance with appropriate limits of coverage, make all necessary repairs and maintain both the buildings and grounds, and the income in excess of that required for these purposes shall be paid at regular intervals, at least annually, to or for the benefit of my wife Alice R. Phillips. Upon the death of my wife, Alice R Phillips, the assets of this Trust shall be retained by my hereinafter named Trustee, his successors and assigns, in Trust and the income and principal distributed as provided in the Trust established in paragraph no. 3 hereinbbove. I direct my Executor to elect under Internal Revenue Code Section 2056 to qualify this Trust set forth in paragraph no. 4 above for the Federal Estate Tax marital deduction, limited, however to those assets which otherwise would qualify for the marital deduction if transferred to my wife, Alice R Phillips and to elect to have this Trust treated as a qualified terminable interest Trust (QTIP). 5. All of the rest, residue and remainder of my Estate, real, personal and mixed, and wheresoever the same may be situate, I give, devise and bequeath to my hereinafter named Trustee, his successors and assigns, in Trust as a separate Trust to be held by him for the benefit of my four children as provided in paragraph no. 3 above, and the income and principal of this Trust shall be held and distributed in the same manner as provided in said paragraph number 3 above. Should the Trustee find it necessary or desirable to combine the assets of this Trust with the assets of the Trust provided in paragraph number 3 above if such combining is advantageous to the operation of the Trust and its beneficiaries. 6. Any share or portion of a share of any Trust created hereunder, or any other property of mine that is not disposed of under any other provision of this Will, shall go and be distributed to the persons who would constitute my heirs-at-law had I died ninety (90) days after my actual date of death, intestate and unmarried- 7. If my wife and I should die under such circumstances that the order of our deaths cannot be established by proof, it shall be presumed that my wife survived me. 8. I hereby nominate, constitute and appoint my friend's son, ROBERT G. FREY as Executor of this my Last Will and Testament, but should he predecease me or fail to qualify or cease serving as such, then in such event I nominate, constitute and appoint my daughter LINDA A. STULL as alternate or successor Executrix and I further direct that neither of them shall be required to post any bond to secure the faithful performance of his or her duties in the Commonwealth of Pennsylvania or in any other jurisdiction. 9. I hereby nominate, constitute, and appoint my friend's son ROBERT G. FREY as Trustee of all the Trusts hereinbefore set forth. The compensation of said Trustee and of his successors, shall be limited to a total of one-half of 1% of the value of the corpus of the Trust calculated annually as of December 31st of the immediately preceding year. In any year in which said Trustee declines or fails to accept compensation, the same shall be deemed waived and shall not be accumulated for payment in a future year. 10. In addition to the powers conferred by law, my hereinbefore named Executor and Trustee, and his successors, are empowered: a. To invest any part of the trust corpus in such securities, investments, or other property as may be deemed advisable and proper, irrespective of whether the same are authorized for the investment of trust funds under the laws of any governing jurisdiction. Page 2 of 4 Pages f b. With respect to any corporation, the stocks, bonds, or other securities of which may beheld, to vote in person or by proxy on any shares of stock; to consent to the merger, consolidation or reorganization of such corporations; to consent to the leasing, mortgaging or sale of the property of any such corporations; to make any surrender, exchange or substitution of such stocks, bonds or other securities as an incident to the merger, consolidation or reorganization of such corporations; to pay all assessments, subscriptions and other sums of money which may be deemed wise and expedient for the protection and maintenance of the proportionate interest of the investment in such corporations; to exercise any option or privilege which may be conferred upon the holders of such stocks, bonds, or other securities of such corporations either for the conversion of the same into other securities or for the purchase of additional securities, and to make any and all necessary payments which may be required in connection therewith; and generally to have and exercise as to all such stocks, bonds and other securities, the powers of an individual owner who is not under trust obligation. c. To hold the trust corpus in one or more consolidated funds in which separate shares shall have undivided interests. d. To sell at public or private sale for cash or upon credit, or partly for cash and partly on credit, and upon such terms and conditions as shall be deemed proper, any part or parts of my estate or the trust estate, and no purchaser at any such sale shall be bound to inquire into the expediency or propriety of any such sale or to see to the application of the purchase moneys arising therefrom. e. To keep on hand and uninvested such money as may be deemed proper and for such period as may be found expedient. f. To compromise, settle or arbitrate any claim or demand in favor of or against my estate or the trust estate. g. And authorized in the discharge of fiduciary duties, to employ counsel and to determine and to pay such counsel reasonable compensation which shall be charged against the principal or income of the trust fund, and shall further be entitled to charge against the principal or income such other reasonable expenses and charges as may be necessary and proper to incur for the proper discharge of fiduciary duties and for the proper management and administration of the trust estate. h. In making any division of property into shares for the purpose of any distribution thereof 'directed by the provisions of the trust, to make such division or distribution, either in cash or in kind, or partly in cash and partly in kind, as shall be deemed most expedient, and in making any division or distribution in kind may allot any specific security or property or any undivided interest therein to any one or more of such shares, and to that end may appraise any or all of the property so to be allotted and the judgment as to the propriety of such allotment and as to the relative value for purposes of distribution of the securities or property so allotted shall be final and conclusive upon all persons interested in the trust or in the division or distribution thereof i. And authorized to register any shares of stock or other assets of any trust in their own names or in the name of a nominee. j. To retain and invest in shares of stock of my Trustee. k. To retain any investments including mutual funds which I may own at the time of my death and in addition to invest any part of the Trust corpus in such mutual fund or mutual funds as may be deemed advisable or proper, irrespective of whether the same are authorized for the investment of trust funds under the laws of any governing jurisdiction. 1. To determine from time to time whether all or some portion of realized capital gains shall be treated as ordinary income for distribution to a beneficiary or treated as principal to be retained as part of the corpus, and such designation need not be consistent from one year to another. Page 3 of 4 Pages ?. IN WITNESS WHEREOF, I have here to set y hand and seal to this my Last Will and Testament'written on three (3) pages, this , A'ay of?,. ?983? ?J 5 (SEAL.) Linwood B. Phillips, Jr. Signed, sealed, published, and declared by LINWOOD B. PHILLIPS, JR., the Testator above named, as and for his Last Will and Testament, in our presence, who, in his presence, at his request, and in the presence of each other, have hereunto subscribed our names as attesting witnesses. Page 4 of 4 Pages FIRST CODICIL TO LAST WILL AND TESTAMENT OF LINWOOD B. PHILLIPS, TR. DATED MARCH 32005 I, LINWOOD B. PHILLIPS, JR., of Dickinson Township (mailing address: 93 Encks Mill Road, Carlisle, PA 17013), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish, and declare this as and for a First Codicil to my Last Will and Testament dated March 3, 2005. 4. I hereby revoke in its entirety paragraph number four (4) of said Last Will and Testament dated March 3, 2005, and substitute therefore the following: If at the time of my death I am married to Alice R. Phillips and if she survives me, I give devise and bequeath to my Trustee named in paragraph. number eight (8) of said Last Will and Testament, his successors and assigns, whatever dwelling house and lot of ground fmay have hereafter had constructed or acquired, it being my intention to have constructed a dwelling house on one of my lots located in the Subdivision known as Clarendon, in Dickinson Township, Cumberland County, Pennsylvania, which house and lot of ground shall be used for the benefit of my wife, Alice R. Phillips, she to have a life estate in the same so long as she. shall live, and in addition, I give devise and bequeath to said Trustee the sum of $2,000,000.00 in trust, the income from which or 5% of the principal thereof as of December 31st of the year preceding the year of distribution to her, whichever shall be larger, which shall be used for the benefit of my wife, Alice R. Phillips, so Iona as she shall live, she to have the right to occupy said house and lot of land and said income shall be used to pay real estate taxes and hazard insurance with appropriate limits of coverage, and for the making of all necessary repairs and maintenance of the buildings and land, and the income-in excess of that required for these purposes shall be paid to her or for her benefit at regular intervals, at least annually. Upon the death of my wife Alice R. Phillips, the assets of this trust shall be retained by my said Trustee, hi"s successors and assigns, in trust, and the income and principal distributed as provided in the trust established in paragraph number three (3) of my said Last Will and Testament dated March 3, 2005. In the event that I have not constructed a dwelling house on one of my lots in Clarendon, Dickinson Township, Cumberland County, Pennsylvania, then I direct my Executor to do so for use by my wife, or to acquire a suitable dwelling elsewhere in which she shall have a life estate, cost of which. shall not exceed $300,000.00 if a new house is constructed or $350,000.00 if a house and lot are purchased, which shall be in addition to the $2,000, 000.00 to be held in trust as above provided. I direct my Executor to elect under Internal Revenue Code Section 2056 to qualify this trust as set forth in this paragraph number four (4) above for the Federal Estate Tax Marital Deduction, limited, however, to those assets which otherwise would First Codicil to Last Will and Testament of Linwood B. Phillips, Jr. Page 1 oft qualify for the marital deduction if transferred to my wife Alice R. Phillips and to elect to have this trust treated as a Qualified Terminable Interest Trust (QTIP). Except as hereinabove provided, I hereby ratify and affirm the provisions of my said Last Will and testament dated March 3, 2005. IN WITNESS WHEREOF, I have hereunto set my hand and seal to s First .Gqdicil to my ast Will and Testament, dated March 3, 2005, on this day of 2005. - (SEAL) LINWOOD B. PHILLIPS, JR. Signed, sealed, published.and declared by LINWOOD B. PHILLIPS, JR., the Testator above named, as and .for a First Codicil to his Last Will and Testament dated March 3, 2005, in our presence, who in his presence, at his request, and in the presence of each other have hereunto subscribed our names as attesting witnesses. First Codicil to Last Will and Testament of Linivood B. Phillips, Jr. Page 2 oft SECOND CODICIL TO LAST WILL AND TESTAMENT OF LINWOOD B. PHILLIPS-TR. DATED MARCH 3. 2005 I, LINWOOD B. PHILLIPS, JR., of Dickinson Township (mailing address: 93 Encks Mill Road, Carlisle, PA 17013), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish, and declare this as and for a Second Codicil to my Last Will and Testament dated March 3, 2005. A. If at the time of my death I am married to Alice R. Phillips and if she survives me, until such time as she shall actually occupy the dwelling house contemplated to be acquired either by new construction or purchase of an existing house and lot of ground, etc., as provided in the First Codicil to my Last Will and Testament which Codicil is dated November 17, 2005, I direct that Alice R. Phillips shall have the right to occupy my residence at 93 Bricks Mill Road in Dickinson Township, in Cumberland County, Pennsylvania, together with its curtilege and in .addition the duplex dwelling house adjacent thereto, and a garden house and garage building, and garden area and pond located between said dwelling house and Encks Mill Road, but not the various farm buildings and acreage. During the time my wife Alice R. Phillips shall choose to occupy this property she shall be responsiblefor paying the real estate taxes and hazard insurance with the appropriate limits of coverage, make all necessary repairs, and maintain both the buildings and grounds, applying the'income from the duplex dwelling houses and any other income generated by the premises to these expenses. All expenses in excess of that generated from said duplex dwelling house and any other income generated from the premises, shall be paid from the Trust fund provided for her as set forth in the First Codicil to my Last Will and Testament dated November 17, 2005. It is my expectation that my said wife Alice R. Phillips shall choose to occupy the residenee contemplated to be constructed or acquired as set forth in said First Codicil to my Last Will and Testament, and upon her choosing to do so, the right to occupy the property herein provided at 93 Encks Mill Road shall terminate. B. No title in any Trust created under any provision of my Last Will and Testament dated March 3, 2005 or in the First Codicil to said Last Will and Testament dated November 17, 2005, or in the within Second Codicil to said Last Will and Testament, or in any future Codicil to said Last Will and Testament, or in the income accruing therefrom, or in its accumulation, shall vest in any beneficiary and no beneficiary shall have the right or power to transfer, assign, anticipate or encumber his or her interest in such Trust or Trusts, or in the income therefrom prior to die actual distribution thereof by the Trustee or Trustees to such beneficiary. Furthermore, neither the income, nor the principal of any such Trust shalt be liable in any manner, in the possession of the Trustee or Trustees, for the debts, contracts or engagements of any of the beneficiaries. C. Except as hereinabove provided, I hereby ratify and affirm the provisions of my said Last Will and Testament dated March 3, 2005, and the provisions of the First Codicil to my said Last Will and Testament dated November 17, 2005. IN WITNESS WHEREOF, I have hereunto set my hand and seal to this Second Codicil to my Last Will and Testament, dated March 3, 2005, on this -y--Ut-d-ay of Norertiber, 2005. LINWOOD B. PHILLIPS, JR. df- Signed, sealed, published and declared by LINWOOD B. PHILLIPS, JR., the Testator above named, as and fora Second Codicil to his Last Will and Testament dated March 3, 2005, in our presence, who in his presence, at his request, and in the presence of each other have hereunto subscribed our names as attesting witnesses. Ex I-- PRE.-NUPTIAL &GRE + 'IE ENTHRED IN`PO THIS 0?6t)A-) day .of September, 2000, between, Linwood B, Phillips, Jr; of•Dic icirtson Township, C:urtiberlarld.. Coulity, Pennsylvania (mailing address: 93 En,As'Mill Road, Carlisle, Pentrsylvanitt 17013), hereinafter known as "HUSBAND", AND Alice It.. M- o nit, of Dickinson Totivnship, C'unibi: rlartti County, Pennsylvtuiitt (ttlaiiing addresti: 93 Enaks Mill Road, Carirsle, Penns}'lvanin 17013), hereimiftcr know n as "WiFE", VVITNESSETH: That in consideration of the, terms. tind conditions herein set forth, ;anti in conterliplation attd consideration of flic contemplated marriage of HUSBAND and WIFE to elch other, they do agree as follows: 1. Tho,parties to.this Agrec rttc•n( intend land desire to dcfine'their respective; rights in [he property of tht other, anti to avoid su h interest which, cxc pt for the operation of this Agreement, they might acquire in tht, property cif the other as incidents of tlacir marri ige reiiiiions.hip. 2. 1-IUSBAND was burn on Ai:ly 28, 1925, and has four children, who arc Linda L. Stull, Linwood B. PWIlips, Iii, Walter Aile-n Phillips, and Meric R. Phillips. 3. WIFE was born on Deceinher 11, 1935, and hits three childwri, wht•) are I arold C. IVlirahito, Sr., Dawn Moral Hamel, and Paula George. 4. HI Sl3AND is presently retired. WIFE is presently rotired. 5. Attar{led.hcrerto and marked Exhibit "A" is tI statement of substantially all of the assets of HUSBAND presently owned by hint and in addition sets forth his expeuLancies. 6. Attached hereto and rnarked Exhibit "B" is it statement of substantially al) of [lie assests of WIFF, presently owned by har and in addition setts forth her cxpcctaneies. 7. This Agr•eenlcnt is entered into in consideration of marriage, anal its cfl'ectiveness is oxpi-cssly conditioned on Alch rriaiTlage betw•e.en the partics actually taking place, and if, for any rexl?rr1. the marriage is not consurrnnaated, this Agrccment wi II be of no force or effect. 5. HIIS13AND and WIFE do hereby admit one! acknowledge thtrt each 11 as been rcpre.s?.nted by iudt.pendent c:otrnsel )n the negotiation of this Agrcernent: that the; ccrunre.l mpresent.ing cash Patty was of his or her own cboosing: [Intl that this Agreement has been read by cacti of the parties and has been explained to tacit of thorn by such counsel as to its meaning and legal c0115L LILlences. ?I. Except, as hercin provided, HUSBAND dots ltcreby cc:?venant and three %vith W11--E that l ll_ISBAND will ncithvr during 1.110 lifetime Of WIFE nor after- her death take, claim. dern"ind or rece.i-I-c, and CIOCs ht r,Vby %vaive and relcuse aV ri-tits, elailrls, tideti arld intcrests, actual, inchoate, or contin?ent. in lav% an etluity which ItUSBnND might, by rt.anon of his marriage to WIFE, acqu;re Ili her rropcr y or estate, iut luefing hut. no( limited tO: tt, All of the assets listed on Exhibit "B" attacheil hereto plus all inccn ie which rn,Iv he earnt.d wid Ilccurilttlntc.d on tiuc:h assets, ehc appreciation in VLtlLIL? Of said assets, irld thO PITCe-edti of tiale of liquidation of nu}' of attid asscts and the reitcvutilmcnt of such P.02 i proceeds in other assets; b, Riglit or. claim of dower or curtesy or any stututo.ry substitute therefor as Provided by the st4 wle.B Of tilt! State. in which (lie parties or either of theni might dic dorriic.iled; C. The right to apy. d stril utive share in the ustate of WIFE -should she die iritesute; d: The right to take ?lg irlt;t the Will of Wl FE, his prospective spouse; z. The .right .lo act ns Ad inis.trator or.ExecUtor, either alone or jointly with oth:arti, of the cstat.e of W'T1713, Lrriler s no ir,inated by WIFE; The right. to :sct-k stt.ppo rt,from ti' IFF,;; The right of claim of arty aliniony in thc.: event of terlrlin.atlun of the Contemplated marriage of the parlips prior to the heath of ciifher of thobi, by divorce. or r,IhcrL?%isc. 10. E:xccpt as i?erein provided, WIFF does hereby covenant and agree with JJUSB.AND that WIFF. will neither dtwiiig the lifcthne c "HUSMAND nor ,aftes' 1iis death take, Claim., denzanci or reeeivq, and does her wii i ealld nlelis?e all, rxights, clairns, titles and interems, achitil, inchoate, r?r' contingwi, in law an 'cnr:iity-WhiCh WIFE rnighf, by rcason of her aiwriuge to HUSBAND, auy irc in his property or estattr,ancluchag but not l tWtcd to: it. All of the ass.cts listed.on E•.xlubit "A" attached flercLo plus 411 hicoirIC wbicil may be eartluj and accuniolated,6 i sue l assets, w well as the pro cccds of sale or Iiyuidat on of any of said assets and the reinvestment of such pruceeds in other assets; h. Right or claim of clciwer or curtesy or any statutory substitute therefor as provided by the statutes of the sUtto in which the parties or either of thews mighl die domiciled.; c. The right to tiny distribufi.ve share in (lie cquite of HUSBAND should lie die intevtaw', d. The right to take agtunst the Will of.HUSBAND, her prUSPeCtive 51)oUSC:; C. The right to stet as Administrator or f:xecuirix, either alone or jointly with othcrs, of the:, estate of HUSBAND, unless nominated by HUSBAND; t'. Tlie right Lo seek support, futur'c support ar benefit. froin HUSBAND; g, Tho right of clairn of any alimony in the event of termination of Ihc. CotlLeniplated tltarriage of the. prtrtiec prior to the death of either of them, by divorce or otherwise. 1 1. II' the marriagc ends prior to the death of cithur HUSBAND or WITT , WIFE shall he entitled tO a IUMI-) suns payment calculated as SIMON) time,, the: number ol'whale montlis botWeen the date of warriaSc and the date of Separation. Therealtcr, WIFE shall br. entitled to receive. $.'2,000.00 per 111011th far support until such tine as she reinrirries, ur until such time as either Party digs, whichevex event shall fircL r?ccur. ht'c+Vi&Ll. 11MAever-, thAt if :any trust ig cre.atud by i IUSBAND for the. ht..m.fit of WIFE and i?, elc -?ignnted as being; for tu:r support during, her tifetin«, any distributions from said trust to WIFE shall be creditcd loward the payments of r?uuntY]v support front HUSBANU:for p.arposes of this paragraph, 12 if WIFE survives HUSBAND, WIFE shtill be entitled to a :support payment of $1V00.00 rcr month, to.he c1lu tc ! alZttMtlly, berint ing on file :iirst..tttlrtts, er,ti,tt.y of the drtitlt ttf Hl: SBANQ, by multiplying fli6 h1lontlily stippoil.pay-able `for the preccdin.g year py a fi•actiun, the 1ILlmortmor o which _ shall bir 'the Cunsu.nicr- Price Index, For the :current y'eari and the dcnnniitiMor cif '"Ikh s11611. be -tile Contitune.r price hidcx ('or the.pre.ec clingy year, 1ti;hieh lmount shall their .bc pay gble !'m the .sua.e..ev, pt : ?v?lve equal nuyuflily sul?Pr3rt prTymr n s, 1't t'yvitieil, howeva:t•, that if any trust is created .ley IIUSBAND for tie heneftt cif` WIFE anti is desi,g.rta' as tieing fc'?r hot' support :tittring ht;t Iilrtirne, any di ttribcttioris Ir ?m s<id trust tt? L'VIr shall be ClIrlditc-d loward thepayme:nts of.mimitl ly tiuppc?rt'frottl HUSF3AND °for l)uc•poses of tlN$ p-,t,l?rtiph. 13. All other !assets which f 1I1.I3.,t1NL) ttnd WIFE iri<<y have accltiireii or ltr: crafter trcqui?'c which arc acquireiljoindyby. HSIIAND-nnd WIFE fts tenant` m common or:as.tjUittl (cnunb, tVjtlll the ri ;t?l c?l ;urvivor3hr.:p or-,as tenants by the :enfir.ety, in the i?bscnce of It specific d6ign tior .of their interests in sudlit ic:.ts ruing- other than equal,then hams shrill be t eome.d to be equ;.il and :shin l be treated tls marital rat-pi ,ty, 14. "HUSBAND and WIFE eadh:tlgrec that nothing herein contained shall be.dermc- ; m deprive any child bore of (heir cotitaiilpbxied niuri-rage trod) the right to support by either or both l i t_JSB1k ND and ?V_IFE: 15. IJUSBAND-and WIFE -covenant that each shaill willhigl.y., at. the request of either parry, or at the ruquest of his off' .Iwr successors.ur wisigns, executc, doliver.and pro-, rly acknowlerlg,c .x0latever additii-+tlttl instruments ]ratty be required or aonvenient :to .cariji out the. intention rtt'tll s.Agreemcnt, atnd ,.,?ihgll.cxreiiie, deliver and pi- periy ruknow'Jedgt ally creeds X,s cfiher documents in ordcr that..guo.d utid. iiarkc;tathle title to any propcrty can. he convcyc d by one party or the emote of that party frw from tiny claim of the other party- 16. Nothing herein c.ontnincad shall precludc or p. mvent cithcr:H IJSBAND or WIFE.rrttm making inter vivos transfer or tastanicutttry bequests to each other %vhich maybe inure .e. mrcrus than anything provided herein, providod that any such intcrvivos trtuisfea• shall clearly indiew in writing that such transfer is intended to alter Ow Wrin s of this Agmcm.cm to the extent of sv.dh transfer. INTENDING TO BE LL, GAl LY ROUND HEREBY, the Parties hereto have extuwed this Agreement on the clay and year ftt:5t hcrc:inubove wtittetl. /iz 1 l s, Jr. 0"'' l,inivood B. Yhlll P. _77--(SEAL) Alice R. ,1loutttz C L PRE-NUPTIAL AGREEMENT OCiot w ENTERED INTO THIS 1'1? day of SPptgffiber, 2000, between, Linwood B. Phillips, Jr., of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "HUSBAND", AND Alice R. Mountz, of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "WIFE", WITNESSETH: That in consideration of the terms and conditions herein set forth, and in contemplation and consideration of the contemplated marriage of HUSBAND and WIFE to each other, they do agree as follows: 1. The parties to this Agreement intend and desire to define their respective rights in the property of the other, and to avoid such interest which, except for the operation of this Agreement, they might acquire in the property of the other as incidents of their marriage relationship. 2. HUSBAND was born on July 28, 1925, and has four children, who are Linda L. Stull, Linwood B. Phillips, III, Walter Allen Phillips, and Merle R. Phillips. l9' 39 3. WIFE was born on December 11, 1435, and has three children, who are Harold C. Mirabito, Sr., Dawn Marei Hamel, and Paula George. 4. HUSBAND is presently retired. WIFE is presently retired. 5. Attached hereto and marked Exhibit "A" is a statement of substantially all of the assets of HUSBAND presently owned by him and in addition sets forth his expectancies. 6. Attached hereto and marked Exhibit "B" is a statement of substantially all of the assets of WIFE presently owned by her and in addition sets forth her expectancies. 7. This Agreement is entered into in consideration of marriage, and its effectiveness is expressly conditioned on such marriage between the parties actually taking place, and if, for any reason, the marriage is not consummated, this Agreement will be of no force or effect. 8. HUSBAND and WIFE do hereby admit and acknowledge that each has been represented by independent counsel -in the negotiation of this Agreement; that the counsel representing each party was of his or her own choosing; and that this Agreement has been read by each of the parties and has been explained to each of them by such counsel as to its meaning and legal consequences. 9. Except as herein provided, HUSBAND does hereby covenant and agree with WIFE that HUSBAND will neither during the lifetime of WIFE nor after her death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which HUSBAND might, by reason of his marriage to WIFE, acquire in her property or estate, including but not limited to: a. All of the assets listed on Exhibit "B" attached hereto plus all income which may be earned and accumulated on such assets, the appreciation in value of said assets, and the proceeds of sale or liquidation of any of said assets and the reinvestment of such 1 ..o proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; c. The right to any distributive share in the estate of WIFE should she die intestate; d. The right to take against the Will of WIFE, his prospective spouse; e. The right to act as Administrator or Executor, either alone or jointly with others, of the estate of WIFE, unless nominated by WIFE; f. The right to seek support from WIFE; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 10. Except as herein provided, WIFE does hereby covenant and agree with HUSBAND that WIFE will neither during the lifetime of HUSBAND nor after his death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which WIFE might, by reason of her marriage to HUSBAND, acquire in his property or estate, including but not limited to: a. All of the assets listed on Exhibit "A" attached hereto plus all income which may be earned and accumulated on such assets, as well as the proceeds of sale or liquidation of any of said assets and the reinvestment of such proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; c.. The right to any distributive share in the estate of HUSBAND should he die intestate; d. The right to take against the Will of HUSBAND, her prospective spouse; e. The right to act as Administrator or Executrix, either alone or jointly with others, of the estate of HUSBAND, unless nominated by HUSBAND; f. The right to seek support, future support or benefit from HUSBAND; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 11. If the marriage ends prior to the death of either HUSBAND or WIFE, WIFE shall be entitled to a lump sum payment calculated as $1,000.00 times the number of whole months between the date of marriage and the date of separation. Thereafter, WIFE shall be entitled to receive $2,000.00 per month for support until such time as she remarries, or until such time as either party dies, whichever event shall first occur. Provided, however, that if any trust is created by HUSBAND for the benefit of WIFE and is designated as being for her support during her lifetime, any distributions from said trust to WIFE shall be credited toward the payments of monthly b support from HUSBAND for purposes of this paragraph. 12. If WIFE survives HUSBAND, WIFE shall be entitled to a support payment of $3,000.00 per month, to be adjusted annually, beginning on the first anniversary of the death of HUSBAND, by multiplying the monthly support payable for the preceding year by a fraction, the numerator of which shall be the Consumer Price Index for the current year, and the denominator of which shall be the Consumer Price Index for the preceding year, which amount shall then be payable for the succeeding twelve equal monthly support payments. Provided, however, that if any trust is created by HUSBAND for the benefit of WIFE and is designated as being for her support during her lifetime, any, distributions from said trust to WIFE shall be credited toward the payments of monthly support from HUSBAND for purposes of this paragraph. 13. All other assets which HUSBAND and WIFE may have acquired or hereafter acquire which are acquired jointly by HUSBAND and WIFE as tenants in common or as joint tenants with the right of survivorship or as tenants by the entirety, in the absence of a specific designation of their interests in such assets being other than equal, then same shall be deemed to be equal and shall be treated as marital property. 14. HUSBAND and WIFE each agree that nothing herein contained shall be deemed to deprive any child bom of their contemplated marriage from the right to support by either or both HUSBAND and WIFE. 15. HUSBAND and WIFE covenant that each shall willingly, at the request of either party, or at the request of his or her successors or assigns, execute, deliver and properly acknowledge whatever additional instruments may be required or convenient to carry out the intention of this Agreement, and shall execute, deliver and properly acknowledge any deeds or other documents in order that good and marketable title to any property can be conveyed by one party or the estate of that party free from any claim of the other parry. 16. Nothing herein contained shall preclude or prevent either HUSBAND or WIPE from making inter vivos transfer or testamentary bequests to each other which may be more generous than anything provided herein, provided that any such intervivos transfer shall clearly indicate in writing that such transfer is intended to alter the terms of this Agreement to the extent of such transfer. INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto have executed this Agreement on the day and year fast hereinabove written. V-t? 4f EAL) Linwood B. Phillips, Jr. 6241 c (SEAL) Alice R. Mount ..2-- - Balances as of September 15, 2000 Current Value Est. Future Value Orrstown Bank - Hometown Investment Account $ 2503000.00 $ 875,500.00 Orrstown Bank - Certificate of Deposit #508-59700 $2,250,000.00 $2,250,000.00 Expires 9(13(2002 Orrstown Bank Stock (14,584 shares 9 $42) 612,528.00 765,660.00 Adams County National Bank Stock (3,048 shares 0 $18.50) 56,388.00 70,485.00 Tressler Lutheran Services Municipal Bond (matures 1[1[02) 100,000.00 100,000.00 Orrstown checking account 1,453.36 1,500.00 TOTAL $3,270,369.36 $4,063,145.00 *** 899 Emily Drive, Mechanicsburg, PA $ 90,000.00 $112,500.00 ?F,?xa-_,?, ,•,?rv 5:3 HM PHI LL IPS £: FF:EY 71724E1 E-93 P.02* z e Edlu Corporation Properties. Current Value Est. Future Value South Middleton Twp. (Bakerfarm(field nestt to western village - 15 acres +(-) Phillips portion $ 300,000.00 $3 75,00000 Ev ingfann (MiddlesexTwp. Wolf's Bridge Road - 100 acres +I-) Phillips portion $ 6003000.00 $750,000.00 Wert farm (Wolfs Bridge Road - 100 acres +(-) Phillips portion $ 600,000.00 $750,000.00 Snug Harbor(Cavalry Road (9 acres +/-) Phillips portion $ 175,000.00 $218,750.00 Wertz Run Road (slate bank 8 acres +/-} Phillips portion $ 50,ooo.OO $62,500,00 Baker Farm (Walnut Bce tom Road north To fallen Road - 90 acres +/-) Phillips' Portion $5,000,000.00 $6,250,000.00 Lutz farm (Dexo beside Montsera grocery Store - Pine Road - 2 acres +(--) Phillips portion $ 7,500.00 $9,375.00 South Middleton Township (along west side of Road to western village - S acres +(--) Phillips portion $ 100,000.00 $1Z5'0oo.00 Ashley Place - Holly Pike (3 acres +(-) Phillips portion $ 200,000.00 $250,000.00 Lots 46 and 47, Spring Road, North Middleton Twp. Phillips portion $ 40,000.00 $50,000,00 Gilliard land (South Middleton Township mountain Ground (19 acres +j-) Phillips portion $ 50,000.00 $62,500.00 Gilliard land (Mt. Holly mountain ground) Phillips portion $ 30,000.00 $37,500.00 Gilliard land (Route 94, South Middleton T-.vp) Phillips portion $ 20,000.00 $25,000.00 71724? Huntington Township, Adams Co. (58 acres +f- near Heidlersburg) Phillips t)ortion $ 150,QC}0.00 $137,500.00 Warrington Township (1-0 acres +/• off Fickes Road near Dillsbvrg) Phillips portion $ 100,000.00 $1?5,000.00 Shughart land (10 acres +/- narth side of 181 Abutting Royerfarm) Phillips portion, $ 75,000,00 $93,750,00 Smith farm (110 acres -r/- along Adams Road SIAT, adjoining PDDZPF farms) Phillips portion S 800,000,00 $1,0.00,000.00 244 Burnt House Road (5 +[- acres) Enck's Mill Road (89 +/- acres) Sheaffer farm Enck's Mill Road (61 +/- acrQ white farm Walnut Bottom Road (36 +f- acres) March farm Richland Road (21.58 acres) Walnut Bottom Road (139 acres) Erford farm W. Yellow Breeches Road (7.8 acres) Niontsera Road (1,723 acres) Montsera Road (6 acres) 93 Enck's Mill Road (97.438 acres) land House Duplex Garage Hog operation Montsera Road (54.79 acres) Alexander farm land Buildings Locust Lane (122 acres +) Hofferfarm land Buildings Stewart Farm (100 acres +/-) TOTAL.: $ 245,000.00 $ 800,000.40 $ 800,000.00 $ 200.000.00 $ 200,000.00 $ 800,000.00 $ 6D,000.00 $ 25,004.00 $ *5,o00.00 $ 900,000.00 1,BDO,000?.00 - 350,000,00 1'5,000.00 7,15 7,000.00 $ 4X,000.00 125,000.00 $ 900,000.00 89 7,000 X10 $ 600,000.00 Z4 676 50G.JQ $1,G00,000AD $1,OGO,DDO.OD $250,000.00 o- $250,000,00 $ 1,000,000.00 $ 60,000.00 $31,250.00 $56,250.00 $1,125,000.00 $ 2,250,000,00 $4'37,500.00 $93,750.00 $8,946,250.00 $500,000.00 $156,250,00 $1,125,000,00 $1,121,250.00 $ 750,000.00 130 84 5.00 X11-0ti1 Ii uii .b$:rS? PM PHILLIPS &< FFEY 717 4'5 169.= P.Z4 'Balances as of September 1, 2000 Current Value Est Future Value Orrstown Bank - Hometown Investment Account $ 2,556,205.89 $3,195,Z57.3b orrsCown Bank Stack (14,584 shares @ $42) 612,528.00 765,660.00 Adams County National Bank Stock (3,048 shares @ $18.50) 56,388.00 70,485.00 Tressler Lutheran Services Municipal Bond (matures 111(02) 100,000.00 100,000,00 Orrstowt) checking account 1,453.36 i ? X00 TOTAL 3..326.57525 jj,132,90.36 HM PHILLIPS & FREY IEN1DALE LOTS: . # GROSS !AREA 1 %x'5,785,83 sq. f , 2 42,589.79 3 47,242,13 4 44,904.86 5 43,135.78 6 51,124.66 1 43,265.73 - 8 54,938.02 9 54,390.19 10 49,884.02 11 55,818.18 12 50,391.35 13 44,910.85 14 48,408.33 15 53,944..79 16 48,306.12 17 50,929.77 18 89,994.36 19 53,602.70 20 43,875.00 23 45,115.82 24 41,967.88 26 54,445.4.4 27 49,93 7.31 1172431693 SSMC CURRENT VALUE EST. FUTURE VALUE sand mound $43,900.00 $54,87.5.00 sand mound $43,900.00 $54,875.00 sand mound $43,900.00 $54,875.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $43,900.00 $54,875.00 sand mound $44,900.00 $56,125.00 sand mound $4%900.00 $56,125.OD sand mound $44,900.00 $56,125.00 sand mound $44,900M $56,125.00 sand mound $44,900.00 $56,125.00 sand mound $43,900,00 $54,875.OD sand mound $43,900.00 $54,875.00 sand mound $46,90b.00 $58,625.00 sand mound $43,900.00 $54,875.00 sand mound $44,900-00 $56,125.00 sand mound $43,900.00 $54,875.00 sand mound $43,900.00 $54,875.00 sand mound $4.3,900.00 $54,875.00 sand mound $44,900.00 $56,125.00 P. C, P?11_L0 MON © :Cti? fM PHILL-IPS M FP.. 78 47,466.95 sand mound 29 45,861.15 sand mound 30 50,956.30 sand mound 31 48,0 i 6.4E sand mound 32 40,840,54 sand mound TOTAL EY 71724T169= $4.3,900.00 $54,875.00 $43,900.00 $54,975.00 $44,900.00 $56,125.00 $44,900.00 $56,125.00 $43,900.00 $543875.00 $1,291,100 $15613,875 p . oft. L.B.'s ONE-HALF 164 ' $$06,937.50 p-11--00 h1'7N 09:00 NM PH ILL IFS F, FR=Y P.07 CLARENDON PRICE LIST EST, FUTURE VALUE #1 $49,900 60, 163 sq. ft. sand mound $62,375.00 #7 $49)900 60,002 sand mound $62,375.00 W`8 $50,900 66,133 in-ground $63,625.00 #9 $49,900 60,097 sand [w. denit. $62,375,00 W10 $52,900 60,265 in-ground $66,125.00 #11 $52,900 60,008 sand mound $66,125.00 #12 $52,900 68,100 / 60,010 in-ground $66,125.00 #13 $52,900 63,228 in-ground $666_25.00 #14 $52,900 70,880 l 60,922 sand mound $66,125.00 #15 $52,900 62,089 160,381 sand mound $66,125.00 #17 $49,900 61,197 sand mound $62,375.00 #18 $48,900 60,903 sand[ w. denit. $61,125,00 #19 $50,900 69,383 sand mound $63,625.00 #20 $48,900 605082 sand/ w. denit. $61,125.00 #21 $50,900 68,151 sand mound[ well $63,67-5.00 #22 $49,900 61,600 sand( w. denit. $62,375.00 #23 $497900 623657 sand mound $67-,375.00 #24 $49,900 64,350 sand mound $62,375.00 #25 $50,900 73,827 sand mound $63,625,00 L.OT# SALE PRICE GROSS/NET SQ.FT. SEPTIC. Cwith/without easement) 71724E.169'? */- 0 #27 #28 #29 #30 #31. #32 #33 436 4-37 #38 #39 #41 #42 #43 #44 #45 #46 #47 #48 lww, .v.c•1 nit r-rt1LLLPS C, FREY $48,900 64,218 $54,900 116,154 $51,900 61,435 $4.2,900 60,000 $i&2,900 60,000 $42,900 60,000 $ 2,900 60,000 $42,900 60,000 :45,900 60,000 $42,900 60,876 $51,900 64,5 7 2 $51,900 66,314 $49,900 71,690 $49,9010 60,197 67,736 ( 66,120 $53,900 137,106 / 126,418 $45,900 60,000 $45,900 60,000 $47,9010 60,000 $49,900 70,062 1 60,1,63 $44,grx) 56,285 71724T1 69?: sand mound sand mound sand mound sand( w. denit. sand/ w. denit. sand/ w. denit. sand/ w. denit. sand/ w_ denit. sand mound sand/ w_ denit. sand mound sand mound sand/ w. denit. sandy w. denit. sand/ w, denit. sand/ w, denit. sand/ w. denit. sand mound sand mound sand mound $61,125,00 $ 68,625.00 $ 64,875,00 $53,625.00 $53,625.00 $ 5 3,6 75.00 $53,6?5.00 $53,625.00 $57,375.00 $53,625.00 $64,875.00 $64,875.00 $62,375.00 $62,375.00 $67,375.00 $57,375.00 $57,375.00 $59,875.00 $62,375,00 $62,375.00 P. OS #51 #52 #53 #54 #55 #56 #57 #58 159 #60 #61 #62 #63 #64 #65 #66 #67 #68 #69 #70 #71 1.4_1710 1,10N 0'51:01 A;M PHILLIPS £, FR)" $49,900 84,728 $46,900 60,762 $49,900 60,753 $49,900 60,753 $493900 60,753 $49,900 60,753 $49,900 60,753 $49,900 60,753 $4.8,900 60,034 $48,900 60,661 $49,900 71,248 ( 60,024 $46,900 60,546 / 60,118 $50,900 63,974 $5?,900 60,169 $50,900 60,277 $50,900 62,668 / 60,007 $50',900 64,133 j 60,145 $50,900 67,452 ( 60,012 $50,900 65,067 ( 60,057 $52,900 60,452 / 60,054 $51,900 60,031 $5,3,900 60,034 7172'43169-- sand mound sand/w. denit. sand mound sand mound sand mound sand mound sand mound sand mourd sand mound sand mound sand mound sand/ w. denit. sand mound sand/denit.fwell sand mound sand mound sand mound sand mound sand mound sand mound/well sand mound sand mound $62,375.00 $58,625.00 $62,375.00 $62,375.00) $62,375,00 $62,375.00 $62,375.00 $ 62,3 75.00 $ 61,125.00 $ 61,125.010 $62,375-00 $58,625.00 $63,625.00 $ 66,125.00 $ 63,625.00 $63,625.00 $63,625.00 $ 63, 625.00 $63,625.00 $66,125.00 $64,875.00 $ 63,625.00 P . 0 '? #51 #5 2 #53 #54 #55 #56 #5 7 i?58 #59 #60 #61 #62 #63 #64 #65 #66 #67 #68 #69 #70 #71 .1 -- "-" - .ua HI'l f-" ALLIPS & FF.'E1'' $49,900 84,728 $46,900 60,762 $49,900 60,753 $49,900 60,753 $49,900 60,753 $49,900 60,753 $49,900 60,753 $49,900 60,753 $48,900 60,03+ $48,900 60,6£1 $49,900 71,248 ( 60,024 $46,900 60,546 j 60,118 $50,900 63,974 $52,9011 60,169 $50,900 60,277 $50,900 62,668 ( 60,007 $50,900 64,133 ( 60,145 $50,900 67.4-52 ( 60,012 $50,900 65,067 j 60,057 $52,900 60,452 ( 60,054 $51,900 60,031 $50,900 60,034 T1 7:e;4?.1 GAT F•, pl sand mound sandjw. denit. sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand mound sand( w. denit. sand mound sand jdenit. jwel l sand mound sand mound sand mound sand mound sand mound sand mound/:yell sand mound sand mound $62,377.00 $58,625.00 $62,375.010 $62,375.00 $62,375.00 $6?,375.00 $ 6 2,3 75.00 $61-2,375.00 $61,125.00 $ 61,125.00 $62,375.00 $58,625.00 $ 63,6 25.00 $ 66,1.25.00 $ 63,625.00 $63,625.00 $63,625.00 $63,625.00 $63,625.00 $66,125.00 $6µ,875.D0 $63,625.OD *F73 #74 # 75 #76 #77 #73 #79 #80 #81 #82 #83 #84 #85 #86 -"OTAL Mul,i 0?.:04 14M PHILLIPS & FPEY $50,900 $46,900 $49,900 $49,900 $49,900 $49,900 $50,900 $49,900 $ 49,900 $49,900 $47,900 $52,900 $46,900 $499900 $49,900 $Z Z14 400 60,046 607749 62,800 / 60,504 66,500 ( 60,159 61,645 62,558 60,174 61,245 / 60,445 79,033 / 75,390 72,234 / 64,895 65,039 / 60,304 65,480 j 60,024 123,385 ! 60,672 60,117 60,791 T z 7 --,'4 = 1 F, F sand mound sand/ w- denit, sand mound sand mound sand mound sand mound sand mound sand mound sand mound send mound sand[ w. denit_ sand mound sand mound sand mound sand mound $63,65.00 $ 5 8,62'5.00 $62,375.00 $62,375.00 $62,375 DO $62,375.00 $63,625.00 $62.,375.00 $ 62,3 75.00 $62,3T5.00 $59,875.00 $66,125.00 $58,62-5.00 $ 6 2,3 75.00 $62,375.00 117U O00 Fl. O 1-0-0 PION 09:04 AM PHILLIPS &: FREY 71 7242 1 69- AGE VALLEY LOTS L,6. PHILLIPS P.OB LOT # GROSS AREA SEPTIC SYSTEM CURRENT VALUE EST. FUTURE VALUE 11 67,069 sand mound $39,900.00 $49,875.00 12 673203 sand mound $41,900.00 $52,375,00 14 72,448 sand mound $41,900.00 $52,375.00 16 67,771 sand mound $41,900.00 $52,375.00 19 67,779 sand mound $4.1,900.00 $52,375.00 21 68,342 sand mound $42,900.00 $53,625,00 23 66,552 conventional $42,900.00 $53,625.00 25 68,119 sand mound $43,940.00 $54,875.00 27 68,058 sand mound $43,900.00 $54,875.00 32 65,834 sand mound $44,900.00 $56,125.00 34 67,614 sand mound $45,900.00 $57,375.00 38 68,989 conventional $44,900.01 $56,125.00 39 68,460 sand mound $44,900.00 $56,125.00 42 69,060 sand mound $43,900.00 $54,875.00 44 67,037 sand mound $4.3,900.00 $54,875.00 47 67,417 sand mound $43,900.00 $54,875.00 49 67,184 sand mound $43,900,00 $54,875.00 52 662964 conventional $44,900.00 $56,125.00 53 69,840 conventional $44,900.00 $56,125.00 WN 56 59 62 fo0 I'lWill i,r : U;j FqI" r " I L- L- I P 5 U i- Kt r 7 1 73481 69: TOTAL 7L?,:196 671.7 61 74,469 67 jE 9 r conventional sand mound sand mound sand mound $ 44,900.00 $45,900.00 $44,900.0(1 $451900.00 1-008,700 $56,3.75DO $57,375.00 51,26087 F.04 $56,125.00 $57,375.00 . -0-0 r'or- 0?:015 fMI PHILLIPS & FREY GAF' - MINI MODULE Lot :# CURRENT VALUE GROSS AREA SEPTIC EST, FUTURE !VALUE Lot #2 $36,900.00 52,238 seepage bed $46,125.00 Lot #3 $35,900.00 43,381 seepage bed $44,475.00 Lot #4 $35,900,00 43,381 seepage bed $44,875.00 Lot V5 $34,900.00 401502 seepage bed $43,625,00 Lot #6 $34,900.00 40,502 seepage bed $43,625.00 Lot #10 $36,900.00 49,950 seepage bed $46,125.00 KINGS GAP Lot #1 $37,900,00 52,395 sand mound $47,375.00 Lot #11 $36,900.00 44•,550 sand mound $46,125.00 Lot 414 $37,900.00 53,577 conventional $47,375.00 Lot #15 $38,900.00 59,373 sand mound $48,625.00 Lot 016 $44,900.00 69,300 sand mound $56,125.00 Lot #19 $44,900.00 72,267 sand mound $56,125.00 Lot #20 $44,900,00 66,934, sand mound $56,115.00 Lot #21 $44,100.00 61,575 sand mound $56,125,00 Lot #22 $44,900.00 111,259 sand mound $56,125.00 P. an pvp,.4_.: /1_,gn PirJN . e f4M PHIL- LrP C, FPFY Lot #23 $144,900.00 Lot #30 Lot. #31. Lot #32 Lot #33 Lot #35 Lot #36 Lot 437 Lot: #38 Lot W-39 Lot #40 Lot #41 Lot #142 Lot #143 Lot #44 Lot #45 Lot A-6 Lot #4.7 Lot #48 $37,900.00' $3 7,900.00 $37,900.00 $3 7,904.00 $39,900.00 $39,900.00 $39,900.00 $42,900.00 $42,900.00 $42,900.00 $39,900.00 $39,900,00 $39,900.00 $39, 900.00 $39,900.00 $39,900,00 $39,900.00 $38,900.00 87,587 55,377 50,067 51,=88 56,573 61,475 55,361 40,254 56,769 63,927 64,251 43,552 40,500 *D,500 4-0,500 45,784 51,635 47,006 55,264 sand mound seepage bed sand mound sand mound sand mound satin mound sand mound sand mound trenches seepage bed conventiona I sand mound sand mound seepage bed sand mound sand mound sand mound sand mound sand mound $56,125.00 $47,375.00 $47,375.00 $47,375.00 $47,375.00 $49,875.00 $49,875.00 $49,375.00 $53,625.00 $ 53,625.00 $53,625.00 $49,875.00 $49,875.00 $14.9,875.00 $49, 8 75.00 $49,875.00 $49,875.00 $49,875.00 $48,625-00 P. (5 r. 1-00 MON E)?.*OF. r4lt PHILLIPS !; FRET Lot 49 $3'r,9C')0.00 54,450 TOTAL 1}„ 5 .600 717.`43169= sand mound $x-7,375.00 P. OT rt1)N C..) 9-06 H11 FHILLIPS & FREY TOWNHOUSES 71724-•169= Current Value Est, Future Value Fairfax Apartments (16 units @ $80,000.00 each) Phillips' portion . $ 6.0,000.00 Highland Court Apartments (30 units C? $80,000,00) Phillips' portion Rockledge Drive Apartments (17 units 0 $90,000,00) Phillips' portion Forest Court Apartments (24 units 9 $90,000.00) Phillips' portion Hamilton Court Apartments (22 units C? $75,000.00) Phillips' portion Center Street Apartments (12 units e $80;000.00) Phillips' portion Burr Avenue Apartments (12 unit--; C $95,000.00) Phillips' portion TOTAL $800,000.00 $1,200,000.00 $1,500,000.00 $ 765,000.00 $956,250100 $1,080,000.00 $1,350,000.00 $ 825,000.00 $1,031,250.00 $ 480,000.00 $600,000.00 570 000.00 $712,500.00 S,560.0006Q0 16.950,000.00 P . ?Y ARM EQUIPMENT VALUES (1100 Description Current Est. Future Value Value IH 684 Tractor, SW B000922, 62 HP, 2042 hours, 2wd, w( 2250 loader $18,920.00 $22,704.00 IH 684 Tractor, SW B000506, 62 HP, 1544 hours, 2wd, w/2250 loader $19,360.00 $23,232.00 IH 686 Tractor, SW U9931, 66 HP, 2973 hours, 2wd, BOPS $17,380.00 $20,856.00 IH 686 Tractor, SW U010527, 66HP, 1648 hours, 2wd, ROPS, WGTS $17,050.00 $20,460.00 IH 1066 Tractor, SN not found, 125 HP, 2204 hours, 2wd, ROPS, WGTS $24,750.00 $291,700.00 IH 1066 Tractor, SW U048793, 125 HP, 1150 Hours, 2wd, ROPS, WGTS $271060.00 $32,472.00 IH 1566 Tractor, SW U011605, 161HP, 2433 hours, 2wd, ROPS, WGTS, DUALS $25,300.00 $30,360.00 IH 1086 Tractor, SW U51094, 130 HP, 2wd, CAB, WGTS $31,240.00 $37,488.00 IH 1486 Tractor, SW U010948, 145 HP, 2wd, CAB, WGTS $32,670.00 $39,204.00 Case 1840 Skidloader, SN.JAF0076813, 53 HP, 63 hours, ROPS, Aux. Hydr. $19,140.00 $22,968.00 Case 1845C Skidloader, SN 17955062 60 HP, 1544 hours, BOPS, Hy flow Hydr. $26,510.00 $31,812.00 Sweepster LH Power Broom, SW 906295, For Case 1840/1845C $ 3,575.00 $ 4,290.00 )radco 11 HD Backhoe, SN 81H8H990, For Case 184011845C $ 8,580.00 :ockhound 60A Landscape Rake, SW A930912002 For Case 184011845C $ 6,435.00 Rockhound 60A Landscape Rake, SN A94051090 For Case 1840/1845C $ 6,435.00 McMillen X1850 Earth Auger, SN not found, For Case 1840(1845C, several augers $ 2,915.00 Anbo Snowblade, SN 172, for Case 184011845C Hydraulic angle $ 2,970.00 Construction attachment Corp Grapple Bucket, SN 2306A for Case 1840/1845C, with teeth $ 3,080.00 Erskine 2418 Snowblower, SN 3324 for Case 1840/ 1845C $ 4,730.00 Bradco Trencher, for Case 1840/1845C $ 4,730.00 Farmall H Tractor, SN 36359, reconditioned $ 4,950.00 Farmall M Tractor, SN 145643, reconditioned$ 5,280.00 Ford 917L Flail Mower, SN not found, 3 point, 5' width $4,730.00 Woods 316 Rotary Mower, SN not found, pull Type batwing $ 9,460.00 Taylor/Pittsburgh 265 Rotary mower, SN 1046508H 3 pt., 84" width $ 1,760.00 Taylor/Pittsburgh 265 Rotary mower, SN 1046508H 2 pt., 84" width $ 1,760.00 Taylor/Pittsburgh 940 Tiller, SN 0497, 3 pt. 6' width $ 1,980.00 $10,296.00 $ 7,722.00 $ 7,722.00 $ 3,498.00 $3,564.00 $3,696.00 $ 5,676.00 $5,676.00 $ 5,940.00 $ 6,336.00 $5,676.00 $11,352.00 $ 2,112.00 $ 2,112.00 $2,376.00 . Z ARPS AB 350 Blade, SN 2547, 3 pt. 8' width $ 1,540.00 New Holland 80 Bale Carrier, SN 460977, 3 pt., hydraulic $ 1,430.00 Sovema S180S Tiller, 3 pt, 6' width $ 1,540.00 Danuser F-8 Earth Auger, SN not found, Several augers, 3 pt. $ 2,310.00 Danuser MDH1 Post Driver, SW not found, 3 point, hydraulic $ 2,200.00 Danuser MS-1 Woodsplitter, SN 811 $ 1,320.00 IH 3082A Backhoe, SW 1111, 3 pt., Extra buckets $ 5,170.00 Danuser F-8 Earth Auger, SN not found, 3 pt. Like new condition, several augers $ 2,530.00 $ 1,848.00 $ 1,716.00 $ 1,848.00 $2,772.00 $ 2,640.00 $1,584.00 $ 6,204.00 $3,036.00 Gill Soil Preperator, SN not found, 3 pt., 6' width $ 1,870.00 $ 2,244.00 ARPS Stone Rake, SN not found, 3 pt., 7' width, Hydr. Angle $ 1,980.00 $ 2,376.00 Lilliston 9680 No -Till Grain Drill, SN 6500, 18 x 7 configuration, grass seeder $12,980.00 $15,576.00 IH 400 Corn Planter, SN not found, 6 row Narrow, dry fertilizer, no-till $ 5,500.00 $ 6,600.00 IH 5100 Grain Drill, SN not found, 18 x 7 Combination grass seeder $ 6,930.00 $ 8,316.00 Krause 1922 Disk Harrow, SN 3535, Folding tandem type, C-spring, recond. $13,530.00 $16,236.00 Krause 1924 Disk Harrow, SW 3946, Folding tandem type, C-spring, recond. $13,750.00 $16,500.00 Brillion X108 Cultipacker, SW 158747, Xfold, pull type $ 9,350.00 $11,200.00 Brillion X108 Cultipacker, SN 157287, Xfold, pull type $ 9,350.00 $11,200.00 Brillion Cultimulcher, no model, SN not Found, 24' folding type $16,060.00 $19,272.00 Case-IH 5500 Chisel Plow, SN not found, 3 pt., 17 shank $ 8,580.00 $10,296.00 Case-IH 5500 Chisel Plow, SN not found, 3 pt., 13 shank $ 6,930.00 $ 8,316.00 Case-IH 5700 Chisel Plow, SW 0009574, 3 pt., 13 shank, gauge wheels $ 7,590.00 $ 9,108.00 IH 720 Moldboard Plow, SW U007339, Semi-mount, 6 bottom, coulters $ 7,150.00 $ 8,580.00 IH 720 Moldboard plow, SW U0022750, Semi-mount, 6 bottom, coulters $ 7,150.00 $ 8,580.00 IH 710 Moldboard Plow, SW U1111#1, Semi-mount, 5 bottom, coulters $ 6,050.00 $ 7,260.00 IH 710 Moldboard Plow, SW U111#2, Semi-mount, 5 bottom, coulters $ 6,050.00 $ 7,260.00 IH 450 Moldboard Plow, SN not found, 3 pt., 3 bottom, coulters $3,520.00 $ 4,224.00 IH 450 Moldboard Plow, SN not found, 3 pt., 3 bottom, coulters $ 3,850.00 $ 4,620.00 IH 6500 Coulter Chisel Plow, SW not found, Pull-type, 9 shank $ 7,260.00 $8,712.00 Brillion Sts. 121 Field cultivator, SW 155058, Pull-type, 20' width, s-tine $6,050.00 $ 7,260.00 Brillion Sts. 121 Field Cultivator, SW 155059, Pull-type, 20' width, s-tine $ 6,050.00 $ 7,260.00 Athens 131 Disk Harrow, SW F75481, pull-type, Dual wheels, 13' width $ 6,600.00 $ 7,920:00 Athens 131 Disk Harrow, 'SW C7761, pull-type, Dual wheels, 13' width $ 6,820.00 $8,184.00 Krause 2887 Coulter Chisel Plow, SW 1228, Pull-type, 7 shank $9,570.00 $11,484.00 Brillion Sct52 Subsoiler, SW 157113, V-ripper, 5 shank, shear bolt $ 5,830.00 $ 67996.00 IH 5000 SP Windrower, SN 0001133, diesel, 12' width, reconditioned $19,250.00 $23,100.00 IH 60 Shredder, SNU000614, pull-type, Reconditioned $ 9,020.00 $10,824.00 Case-IH 1190 Mower Conditioner, SW U202216, Pull type, 9' width $ 8,030.00 $ 9,636.00 Case-IH 1190 Mower Conditioner, SW 001721 Pull type, 9' width $ 8,030.00 $ 9,636.00 Case-IH 3450 Round Baler, SW U001721, 4 x 5 bale $ 9,900.00 $11,880.00 Case-IH 3650 Round Baler, SW U000964, 5 x 6 bale $12,320.00 $14,784.00 IH 445 Square Baler, SW U003043, w/#15 Thrower $ 6,270.00 $ 7,524.00 IH 35 Hay rake, SW not found $ 3,080.00 $ 3,696.00 IH 35 Hay rake, SW not found $ 3,080.00 $ 3,696.00 IH Dual Rake Hitch $ 1,540.00 $1,848.00 IH #8 Flail Chopper, SW U004176 $ 6,270.00 $ 7,524.00 IH 1300 Mower, SN U9545, 3 pt., sickle Bar type Home-built Hay Wagons (6 total) $ 3,850.00 $13,200.00 Home-built Flat Wagon, With hoist $ 2,200.00 Demco RG10 Wagon Gear, SW not found, 10 ton, extendable tongue, tires Er wheels $ 1,650.00 Demco RG10 Wagon Gear, SW not found, 10 ton, extendable tongue, tires Er wheels $ 1,650.00 Demco RG10 Wagon Gear, SN not found, 10 ton, extendable tongue, tires Er wheels $ 1,650.00 Woods BB700 Box Scraper, SW 1724, 3 pt. With scarifiers $ 2,310.00 3 Misc. trailers $ 6,600.00 Misc. Buckets, weights £r loose attachments $33,000.00 Cub Cadet 2072 Tractor, SN 766203, 1919 Hours, w/ Peco Vac, 50" deck $ 7,260.00 Cub Cadet 2072 Tractor, SN 766668, 1720 Hours, with 50" deck $ 5,280.00 Cub Cadet 2072 Tractor, SN 766201, 1812 Hours, with 50" deck $ 4,950.00 Cub Cadet 2072 Tractor, SN 791476, 589 Hours, w/Deco Vac, 50" deck $ 7,590.00 Cub Cadet 2082 Tractor with 50" deck $ 5,830.00 Troy Bilt Horse Rototiller, Bhp. Kohler Engine $ 1,760.00 Hardi TR53 Sprayer, SN 89-10072, pull- type, boom handgun $ 2,420.00 $ 4,620.00 $15,840.00 $ 2,640.00 $ 1,980.00 $ 1,980.00 $ 1,980.00 $ 2,772.00 $ 7,9 20.00 $39,600.00 $ 8,712.00 $ 6,336.00 $ 5,940.00 $ 9,108.00 $ 6,99 6.00 $ 2,112.00 $ 2,904.00 Hardi TR53 Sprayer, SN 86-10049, pull- type, boom handgun $ 2,200.00 $ 2,640.00 WW Renegade Chipper/Shredder, like new $ 2,530.00 $ 3,036.00 Gandy Turf Tender Fertilizer Spreader, pull- type, 42" width $ 1,210.00 $1,452.00 Rops for 1066 Tractor $ 1,650.00 $ 1,980.00 Gravity Bin Wagons (4 total) $12,540.00 IH 1700 Truck, SN 416080G402317, Dump truck $ 4,950.00 Cam Spray Pressure Washer $2,420.00 Unknown Pressure Washer $ 1,430.00 Misc. Items used in lawn care $10,450.00 TOTAL $15,048.00 $ 5,940.00 $ 2,904.00 $ 1,716.00 $12,540.00 $800.580.00 $960.696.00 etail Deer Description Current. Val 448 racks mounded on plaques, average value $1,500 (will be $1,800) $672,000.00 105 racks not mounted on plaques, average value $1,300 (will be $1,600) $136,500.00 15 life-size mounts, average value $5,500 (will be $7,500) $ 82,500.00 826 shoulder mounts, average value $5,000 (will be $6,000) $4,130,000.00 30 sets still at taxidermist, average value $1,300 (will be $1,800) $ 39,000.00 25 capes C $500 each $ 12,500.00 Total $5,072,500.00 Est Future Value $ 806,400.00 $168,000.00 $112,500.00 $4,956,000.00 $ 54,000.00 $ 12,500.00 $ 6,109,400.00 p-19-eo TUE QZ:5n FrI PHILLIP_5 r- FREY miscellaneous Assets; 7 1 722 4'= 1 X19= 1.993 Cadillac sedan beVille. $13,000.00 1991 Cadfliac Coup e V iile. 9,DDO.00 1988 Oldsinobile Estate 5tationwagon 3,500.00 1984 Chevrolet Pick-up Truck (4-wheel drive) 500.00 Five (5) Cub Cadet Garden Tractors with Mowers C $52000.00 ea. 25,000.00 Two (2) grass catchers with engines @ $2,500.00 ea. 5,000.00 Full line of lawn and garden equipment, gas driven tools and Handtaals 25,000.00 Five (5) sets of lawn and patio furniture @,,$500.00 ea. 2,500.00 Maintenance supplies, lumber, material of all kinds and Paint supplies *,000.00 F. 0= Total Miscellaneous , x.500.00 SEP-19-00 TUE Ell:??? Pr9 PHILLIPS & FRE'Y 7172x-3169.E I, I Home Furnishings OFFICE: Desks, fie cabinets, chairs, cabinet for- plans, 6 bronze Statues, computer, copy machine, walnut drop-leaf Table, fax machine, printer $20,000.0c) LIVING ROOM: Sofas, chairs, oriental rug, cherry tables, lamps, hassocks, Misc. pictures 17,000.00 Doll collection 10,000.00 FOYM- Grandfather clock, chairs, buffet, lamps 13.,000.00 DINING BLOOM: Table, 12 chairs, corner cabinet, two buffets, dry sink (all Cherry - hand made) 6 - 12 place setting China-, 32 place Settings of silver, numerous dishes, Grandfather clock 30,000.00 KITCHEN (BREAKFAST AREA. All built-in: stove, dishwasher, refrigerator, microwave, Kitchen appliances too numerous to list; dinette table, OVerstUffed chairs, tables, etc, ij-'000.00 SIDE PORCH: 18 pc. wrought iron furniture set, hanging baskets, carpet, lamps, etc. 9,000.00 FAMILY ROOM: Desk, chair, sofa, side chairs, overstuffed chairs, bed., lamps, Many other items 8,000.00 ENCLOSED BACK PORCH: Chairs, tables, accessories and furniture too numerous to List 20,000.00 MASTER BEDROOM: Two full sets of cherry furniture, sofa, chairs, desk, lamps, King size bed, oriental rugs, other misc. items 25,000.00 F . L13 ^EP-14-00 TUE 02:-2 PM PHILLIPS C, FREY r 17::4-1E.9•= P. 01 a -o W • THREE SMALL BEDROOMS: All furriisbed with double beets, dressers, lamps, chairs, Oriental rugs, etc. ($7,000 ea.) 21,000.00 LOUNGE: 8 cherry captain's chairs, table, 3 recliners, 1 sectional sofa,. coffee table, end tables, 8 bar stools, fully equipped wet bar, refrigerator, 12 bronze statues, cherry buffet, stereo systern 1.8,oOO.oO 10 television sets, various sizes 4,00l?.00 very.large amethyst collection 35,000DO large bronze statue collection 40,000.00 complete collection of Charles Denault wildlife prints 45,000.00 Total Household $327,000.00 . y« PRE-NUPTIAL AGREEMENT 1 0t.) Ser ENTERED INTO THIS Z 1? day of-gegteffi4er, 2000, between, Linwood B. Phillips, Jr., of Dickinson Township, Cumberland County, Pennsylvania (mailing address: 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "HUSBAND", AND Alice R. Mountz, of Dickinson Township, Cumberland County, Pennsylvania (mailing address:. 93 Encks Mill Road, Carlisle, Pennsylvania 17013), hereinafter known as "WIFE", WITNESSETH: That in consideration of the terms and conditions herein set forth, and in contemplation and consideration of the contemplated marriage of HUSBAND and WIFE to each other, they do agree as follows: 1. The parties to this Agreement intend and desire to define their respective rights in the property of the other, and to avoid such interest which, except for the operation of this Agreement, they might acquire in the property of the other as incidents of their marriage relationship. 2. HUSBAND was born on July 28, 1925, and has four children, who are Linda L. Stull, Linwood B. Phillips, III, Walter Allen Phillips, and Merle R. Phillips. 3. WIFE was born on December 11, 1935, and has three children, who are Harold C. Mirabito, Sr., Dawn Marei Hamel, and Paula George. 4. HUSBAND is presently retired. WIFE is presently retired. 5. Attached hereto and marked Exhibit "A" is a statement of substantially all of the assets of HUSBAND presently owned by him and in addition sets forth his expectancies. 6. Attached hereto and marked Exhibit "B" is a statement of substantially all of the assets of WIFE presently owned by her and in addition sets forth her expectancies. 7. This Agreement is entered into in consideration of marriage, and its effectiveness is expressly conditioned on such marriage between the parties actually taking place, and if, for any reason, the marriage is not consummated, this Agreement will be of no force or effect. 8. HUSBAND and WIFE do hereby admit and acknowledge that each has been represented by independent counsel-in the negotiation of this Agreement; that the counsel representing each party was of his or her own choosing; and that this Agreement has been read by each of the parties and has been explained to each of them by such counsel as to its meaning and legal consequences. 9. Except as herein provided, HUSBAND does hereby covenant and agree with WIFE that HUSBAND will neither during the lifetime of WIFE nor after her death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which HUSBAND might, by reason of his marriage to WIFE, acquire in her property or estate, including but not limited to: a. All of the assets listed on Exhibit "B" attached hereto plus all income which may be earned and accumulated on such assets, the appreciation in value of said assets, and the proceeds of sale or liquidation of any of said assets and the reinvestment of such r proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; C. The right to any distributive share in the estate of WIFE should she die intestate;, d. The right to take against the Will of WIFE, his prospective spouse; e. The right to act as Administrator or Executor, either alone or jointly with others, of the estate of WIFE, unless nominated by WIFE; f. The right to seek support from WIFE; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 10. Except as herein provided, WIFE does hereby covenant and agree with HUSBAND that WIFE will neither during the lifetime of HUSBAND nor after his death take, claim, demand or receive, and does hereby waive and release all rights, claims, titles and interests, actual, inchoate, or contingent, in law an equity which WIFE might, by reason of her marriage to HUSBAND, acquire in his property or estate, including but not limited to: a. All of the assets listed on Exhibit "A" attached hereto plus all income which may be earned and accumulated on such assets, as well as the proceeds of sale or liquidation of any of said assets and the reinvestment of such proceeds in other assets; b. Right or claim of dower or curtesy or any statutory substitute therefor as provided by the statutes of the state in which the parties or either of them might die domiciled; C. The right to any distributive share in the estate of HUSBAND should he die intestate; d. The right to take against the Will of HUSBAND, her prospective spouse; e. The right to act as Administrator or Executrix, either alone or jointly with others, of the estate of HUSBAND, unless nominated by HUSBAND; f. The right to seek support, future support or benefit from HUSBAND; g. The right of claim of any alimony in the event of termination of the contemplated marriage of the parties prior to the death of either of them, by divorce or otherwise. 11. If the marriage ends prior to the death of either HUSBAND or WIFE, WIFE shall be entitled to a lump sum payment calculated as $1,000.00 times the number of whole months between the date of marriage and the date of separation. Thereafter, WIFE shall be entitled to receive $2,000.00 per month for support until such time as she remarries, or until such time as either party dies, whichever event shall first occur. Provided, however, that if any trust is created by HUSBAND for the benefit of WIFE and is designated as being for her support during her lifetime, any distributions from said trust to WIFE shall be credited toward the payments of monthly _F?k? ?-+ ,2 Z//Z 9 'ti, 3E/ THIS INSTALLMENT SALES AGREEMENT, made and entered Into this day of August, 2000, by and between LB. PHILLIPS, JR., widower, of 93 EncVs Mill. Road, Carlisle, Cumberland County, Pennsylvania, party of the first part, hereinafter referred to as "Seller," AND KARL E. ROMINGER, of 231 North East Street, Carlisle, Cumberland County, Pennsylvania, party of the second part, hereinafter referred to as "Purchaser," as follows: 1. Sale. The Seller agrees to sell and the Purchaser agrees to purchase the following described property ALL THAT CERTAIN lot of ground, with improvements erected thereon, situate in the Second Ward of the Borough of Carlisle, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wits BEGINNING at a point on the eastern building line. of South Hanover Street at the dividing line between the, property described herein and that now or formerly of William M. McCullough on the south; thence by said line, North a distance of twenty- one (21) feet Three (3) Inches to the dividing line between the property herein described and that now or late of Charles W. Gensel on the north; thence east by the latter property, a distance of Two hundred forty-three (243) feet, more or less, to a point at the line of land now or late of,lames E. Gutshall; thence south by the latter property , a distance of Twenty-one (21) feet Three (3) inches to a point at the dividing iine between the property herein described and that nor or late of Charles C. Hoffer on the south; thence west, a distance of of Two hundred forty-three (243) feet, more or less, along land now or formerly of Charles C. Hoffer and land now or formerly of William M. McCullough to a point on the eastern building line of South Hanover Street, the Place of BEGINNING. Being improved with a 2 3K story brick house known as No. 155 South Hanover Street, Carlisle, PA, containing commercial offices and two apartments. 2. Price and Terms of Payment. The Purchaser agrees to pay for the premises, and the Seller agrees to accept as the purchase price therefor the sum of One hundred eighty-five thousand and 001100 ($185,000.00) Dollars to be paid as follows: a. Four Thousand (34,000.00) Dollars on the signing and delivery of this Agreement, the receipt of which is hereby acknowledged; and b. The remaining Two hundred twenty thousand ($1B1,OOo.0o) Dollars in monthly payments of One thousand three hundred ninety-one and 731100 ($1,391.73) Dollars beginning on the first day of October, 2000, and a like sum on the first day of each and every month thereafter through and including September 1, 2005. The sixty (60) said monthly installments are to be applied, first to the payment of interest on any unpaid balance of the purchase price at the rate of eight and one-half per centum per annum (8.50%) and second, to the reduction of the principal amount of the purchase price, but this provision for amortization of principal shall not be construed as extending the maturity date beyond September 1, 2005. C. Purchaser hereby acknowledges that at the end of the abovementioned five (5) year payment schedule, Purchaser must pay in full the then remaining unpaid balance. If Purchaser fails to make this final payment, s ,z 65:1 PxE 1.O G3 Purchaser may lose the property, plus any improvements erected thereon, and(or incur further costs, charges, or expenses pursuant to Paragraphs 3 and 14, herein. Purchaser recognizes, by way of example only, that if all of the abovementioned monthly payments are timely made, and no additional principal amount is paid, Purchaser must pay to Seller on September 1, 2005 the then remaining unpaid balance of $172,837.38, in addition to the final monthly payment of principal and Interest which will be due on that day. d. All payments shall be made to Seller at whatever address is designated in writing, and until further notice at 93 Enck s Mill Road, Carlisle, PA. 3. Late Charges. A late charge of $2.00 per day for each day that a payment is past due shall be paid by Purchaser. Seller may accept any late payment and defer demand and collection of late fees until the satisfaction in full of this Installment Sales Agreement 4. Deed upon Full Payment. upon payment of the entire purchase price due Seller, plus any interest or late charges which may have accrued, Seller shall, at Seller's expense, draft execute, acknowledge and deliver to Purchaser a General Warranty Deed conveying title to said premises in fee simple, free and clear of all liens and encumbrances excepting easements and restrictions visible or of record and excepting any easements, restrictions, liens or other encumbrances created by the Purchaser either intentionally, or through default in the performance of the obligations under this Agreement, or other default or act of Purchaser. 5. Current 7'rtle. Purchaser hereby stipulates that he has reviewed Seller's title and that Purchaser finds said title to be good and marketable to the date of this Agreement and accepts the same as ff he was accepting the final deed for the premises on the date of this Agreement Purchaser shall not be permitted to make any objection to Sellers title for any matter except those which might arise after the date of this Agreem t. 6. Pro-ratio . Real estate taxes for the current year, and any water or sewer rates shall be pro-rated to the date of settlement on this Agreement 7. Special Assessments. Any special assessments made prior to the date of settlement on this Agreement, shall be paid by the Seller and any special assessments made after the date of this Agreement shall be paid by the Purchaser. 8. Possession and Purchaser's Responsibilities. Purchaser shall have possession of the premises as of September 1, 2000, subject to existing tenancies, and shall be solely responsible for any and all real estate taxes, municipal assessments or special assessments, and all water or sewer charges accruing after the date of this Agreement. In the event that the Purchaser shall fall to pay any of said expenses, the Seiler may pay the same and deduct said payments from the amount Purchaser has paid on account of the purchase price of said premises and should a default on the payment of the purchase price arise on account of said deduction, Seller shall have any and all of the rights and remedies afforded to said Seller by this Agreement for the occurrence of a default Seiler shall assign all leases for portions of the premises subject to this agreement, without recourse, as of September 1, 2000. All security deposits in connection with said leases, shall also be transferred to Purchaser as of September 1, 2000. Upon execution of this agreement, Purchaser's lease with Seller shall be terminated. oss-4 G:i> race l064 9. Transfer Taxes and Recording Fees, When legal title is taken by Purchaser, Seller shall pay one-half of the transfer taxes then in effect up to a maximum of an amount equal to One (11 o) percent of the total purchase price contained herein; provided, however, that if Purchaser shall request that the deed be made to a third party, Seller shall be relieved from the payment of any transfer tax and transfer tax shall be paid by the Purchaser and the third party according to the terms of their agreement. Purchaser shall pay any recording fees incurred in the recording of the final deed, 10. Seller's Encumbrances. Seller shall have the privilege of encumbering the premises which are the subject of this Agreement by a mortgage or otherwise provided that at no time may any such encumbrances exceed the unpaid. principal balance of this Agreement, and, if Seller should default in making any payments which may' be required In connection with any such mortgage or other encumbrance, the Purchaser shall have the privil of paying any sums payable pursuant to this Agreement directly to such encumbra ce holder. 11. Liability to Third Persons. (a) Purchaser shall insure, defend and indemnify Seller from any liability for injury or damages to third persons as a result of accidents or other occurrences upon the premises which are the subject of this Agreement whether or not said injury or damage Is a result of a condition existing at the time of this Agreement or which comes into existence thereafter. (b) Purchaser agrees that at its expense at all times during the term of this Agreement or any extensions, it shall keep In effect a policy of public liability and property damage insurance insuring Seller and Purchaser against any and all claims of personal injury or property damage in amounts not less than one Million Dollars ($1,000,000.00) In the aggregate and Five Hundred Thousand Dollars ($500,000.00) for each occurrence. The amount of said insurance shall be adjusted every five (5) years to amounts which the parties may agree upon at that time, or failing such agreement, to equivalent amounts adjusted for inflation as calculated by Purchasers insurance carrier, but in no event ever less than one Million Dollars ($1,000,000.00) in the aggregate and Five Hundred Thousand Dollars ($500,000.00) for each occurrence- This insurance policy shall be issued by a reliable insurance company approved by Seller and a copy of the polity delivered to Seller. 12, Waste and Removal of Buildings. The Purchaser shall not remove or permit the removal from the property of any building or other improvement, or part of any building or improvement located thereon without the consent of the Seller in writing, nor shall the Purchaser commit or permit to be committed any waste of the property or of any building or improvement thereon. 13. Prepayment, Purchaser shall have the privilege of paying as much more than the required monthly installments of principal and interest as desired, and nothing contained in this Agreement shall be construed to limit the reduction of principal by.the amount of said prepayment. Interest shall be computed on the unpaid principal balance. 14. Remedies. In the event of default by the Purchaser in the payment of any required payment for a period of thirty (30) days after the same shall have become due and payable by the terms of this Agreement, or if a breach of any of the accx G53 PA 111)65 conditions of this Agreement shall be made by the Purchaser and shall continue for a period of thirty (30) days after written notice is sent by Seller, then the entire principal sum remaining unpaid shall become due and payable at once and the Seller may, at the Sellers sole option, select any one or more than one of the following remedies; (a) (1) Demand immediate possession of said premises upon thirty (30) days written notice, (which written notice may be given prior to, or contemporaneously with, the expiration of the 30-day default period mentioned above), and thereupon have all rights and obligations under this Agreement cease and terminate. Upon such declaration all periodic payments made by the Purchaser and the down payment made by the Purchaser shall be retained by the Seller as rent or as liquidated damages. If Seller shall exercise his rights under this Paragraph 14(a) then all Improvements made by Purchaser to the premises, and all expenditures made by Purchaser on account of the premises (including, by way of example only, 'ail prior real estate taxes paid and prepaid real estate taxes and insurance) shall be retained by Seller as liquidated damages. Purchaser shall also, at Seders request, execute a general release or quit claim deed in favor of Seller of Purchaser's interest in the premises. If the remedy of Seller provided in this subparagraph 14Ca) is elected by Seller and satisfied without dispute by Purchaser, including the execution of any requested release, or quit claim deed, and Purchaser peacefully removes himself and his belongings from the premises and leaves the premises in the condition it was In when he received it, normal wear and tear excepted, then this shall be the sole remedy of Seller and the entire principal sum remaining unpaid shall be forgiven. (ii) That if the Purchaser is in possession of the premises at the time that the Seller declares this Agreement terminated, Purchaser hereby authorizes any attorney, as attorney for Purchaser, to sign an agreement for entering in any court of competent jurisdiction an amicable action in ejectment against Purchaser and all persons claiming under him, for the recovery by Seller of the 'possession of the premises, for which this shall be sufficient warrant and thereupon a Writ of Possession may issue forthwith, without any prior proceedings whatsoever and Purchaser hereby releases Seller from errors and defects in entering such action in ejectment, or causing such Writ of Possession to be issued or any proceedings thereon, or concerning the same and hereby agrees that no Writ of Error, objection of exception, shall be made or ken thereto. (b) Collect by s t or otherwise the entire unpaid principal plus unpaid interest, together with interest at the rate of Eight and one-half (8.50%) per centum per annum, costs of any suit, and attorney's fees at the rate of five (5%) percent of the amount of final judgment or $300.00, whichever is greater, and the prothonotary or any attorney of any court of record of Pennsylvania or elsewhere is hereby authorized and empowered to appear for and confess judgment against the Purchaser and in favor of the Seller for the whole amount of said principal sum remaining unpaid, together with interest, costs of suit, release of errors, attorney's fees at the rate of five (5%) percent of the amount of final judgment or $300.00, whichever is greater, and waiving inquisitions and exemptions. CO Recover all costs incurred in proceedings in either ejectment or to collect under this Agreement including reasonable attorney's fees not recovered under the provisions of subparagraph (b), above. BG„G G..) i'AJ LOGG (d) Should default occur in the payment of the final principal amount due under this Agreement, Seller may at his sole option, elect to continue to accept monthly payments of principal and interest In an amount equal to the monthly payments provided or in this Agreement No such election by Seller shall bind Seller for more than one month and at the conclusion of any said month Seller may exercise his right to the same or any of the other remedies provided for in this Agreement. Any payments made by Purchaser under this subparagraph shall apply to a reduction of principal after accounting for interest, late charges, or any costs incurred. by Seller during the period of default and as a result of the default. 15. Act 6 is not applicable. This Agreement shall not be considered a security document for a residential mortgage pursuant to the Pennsylvania Loan Interest and Protection Law, commonly referred to as Ith 6." 16. Risk of Loss. Risk of loss or damage to premises by fire or other casualty shall be assumed by Purchaser. 17. Nonassignability or other Transfer. Purchaser shall not grant, convey or assign any right, title or interest in this Agreement, or in the premises, in whole or in part, nor shall the Purchaser grant any leasehold interest with an option to purchase, nor grant any other leasehold interest for a period of more than five (5) years, in all or a portion of the premises, without prior written consent of the Seller, and if such is attempted, the remedies of the Seller set forth in this Agreement shall accrue to the Seller. Transfer of title by will, survivorship, or by descent shall not be regarded as an assignment or other transfer requiring the consent of the Seller. Any assignment or other transfer described as prohibited by this section if not granted with the written consent of Seller shall be null and void. unless said written consent shall be recorded (at Purchasers expense) in the Office of the Recorder of Deeds in and for Cumberland County, at Carlisle, Pennsylvania, in the Miscellaneous Record Books.. 18. Hazard Insurance.. Purchaser shall keep the buildings erected, and any buildings or additions hereafter erected, upon the premises insured by a usual and customary policy of fire and general hazard insurance in an amount equal at least to the unpaid balance due the Seller under this Agreement in insurance companies approved by Seller, with the usuall and customary loss payable clause to Seller or Purchaser as their interests may appear. In the event that Purchaser shall fail to provide said insurance, the Seller may obtain the same and deduct the cost thereof from the amount Purchasers have paid on account of the purchase price of said premises and should a default arise on account of said deduction, Seller shall have any and all of the rights and remedies afforded to Seller by this Agreement for the occurrence of a default. Purchaser further covenants not to procure any fire or other hazard insurance without providing an endorsement thereon listing Seller as a loss payee, as the Seller's and the Purchasers interests may appear. 19. Condition and Repair of Property. The Purchaser agrees that the property and the buildings and improvements thereon are, at the date of this contract, in good condition, order, and repair, and that he shall, at his own cost and expense, maintain the property and the buildings and improvements thereon in such good condition, order, and repair, reasonable wear and tear excepted. es? 653 rAu[1067 20. Inspection. The Seller shall have the right to enter and inspect the property and the buildings and improvements thereon at least once each calendar month, during normal business hours. 21. Alterations. The Purchaser shall not renovate, remodel, or alter any building or improvement now or hereafter situated on the property, or construct any additional building, buildings, or improvements on the property without first giving written notice and submitting plans for such renovating, remodeling; or construction to the Seller and obtaining the Seller's approval in writing of such plans. Seller's approval shall not be unreasonably withheld. 22. Environmental Laws. (a) Environmental Compliance. Purchaser shall, at Purchasers own expense, comply with any current or hereinafter enacted environmental-cieanup responsibility laws affecting Purchaser's operation at the premises ("Cleanup Laws') or otherwise affecting the premises, whether the cause originated before or after the date of this Agreement. Purchaser shall, at Purchasers own expense, make all submissions to, provide all information to, and comply with all requirements of the appropriate governmental authority . (the "Authorit)'D under the Cleanup Laws. Should the Authority determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharges of hazardous substances or wastes at the premises then Purchaser shall, at Purchaser's own expense, prepare and submit the required plans and financial assurances, and carry out the approved plans. At no expense to Seller, Purchaser shall promptly provide all information requested by Seller for preparation of affidavits required by Seller to determine the applicability of the Cleanup Laws to the premises, and shall sign the affidavits promptly when requested to do so by Seller. Purchaser shall insure, defend, indemnify and hold harmless Seller from all fines, suits, procedures, claims and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the premises whenever the same may have occurred; and. from all fines, suits, procedures, claims and actions of any kind arising out of the Purchaser's failure to provide all information, make all submissions and take all steps required by the Authority under the Cleanup Laws or any other environmental law. Purchaser's failure to abide by the terms of this section shall be restrainable by Injunction. (b) Environmental Reports. Purchaser shall promptly supply Seller with copies of any notices, correspondence and submissions made by Purchaser to the appropriate governmental authority of the state (the "Authority'), the United States Environmental Protection Agency C'EPA"), the United States Occupational Safety and Health Administration C'OSHA'), or any other local, state or federal authority that requires submission of any information concerning environmental matters, or hazardous wastes or substances. 23. Severability ould any provision of this Agreement be declared null or void, the remainder of is Agreement shall continue to be in force and effeck 24. Written Amendment. No modifications or amendment of this Agreement shall be binding unless the same shall be in writing and signed by all the parties to this Agreement. 25. Binding Effect This Agreement is to extend to and be binding upon the heirs, beneficiaries, distributees, successors, executors, administrators and assigns, of the parties hereto. bccz 05- ;! rALE 1068 . 26. Notices. Whenever any notice is to be sent pursuant to the terms of this Agreement, or otherwise, it shall be sent by cert hied U.S. mail, return receipt requested, to the following address: SELLER PURCHASER L.B. Phillips, Jr. Karl E. Rominger, Esquire 43 Encles Mill Road 155 South Hanover Street Carlisle, PA 17013 Carlisle, PA 17013 The above addresses may only be altered by notice to the other party consistent with this Paragraph 21. ?l 27. Section Headings. The descriptive headings used herein are for convenience only and shall not be used in construing this Agreement. Such headings shall furthermore have no effect whatsoever in determining the rights or obligations of the parties. 28. Applicable Law. This Agreement shall be construed and interpreted according to the statutes and laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties hereto have executed this Agreement with intent to be legally bound, the day.and year first above written. (seal) LB. Phillips,,jr. (seal) Karl E. Rominger COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND On this, the pZ3?ICL day of August, 2000, before me, the undefsigned officer, personally appeared L.B. Phillips, Jr., widower, known to me or satisfactorily proven, to be the persons whose names are subscribed to the within instrument, and acknowledged that they have executed the same for the purposes therein contained. IN WITNESS WHEREOF, 1 hereunto set my hand and official seal. Public ??J,? '•.?, i NOTARIAL .%714L`` ? VAAN NIL M91I Rl7T?Iry f .. GWW AN bccx 651 rr<ci 1069 POBERT ZIEGLER RECORDER OF DEEDS ;;U1,1BERLNID COUNTY-PA '00 SEP 1 RM 10 13 COMMONWEALTH OF PENNSYLVANIA 55: COUNTY Of CUMBERLAND On this, the ajS?aay of August, 2000, before me, the undersigned officer, personally appeared Karl E. Rominger, known to me or satisfactorily proven, to be the persons whose names are subscribed to the within instrument, and acknowiedged that they have executed the same for the purposes therein contained, IN WITNESS WHEREOF, I hereunto set my hand and official seal. Public State of Ponnsylvania Cnun.y of Cumliarlandj Ra:.,,.. ;d in the office for the recording of Deeds t,. m.?td for umberland County. Pa. d? Vol. r Page witness my hand and seal of office Carhsis. PA this day of _ ° O Necor Ksox G53 rani 1070 VERIFICATION I, Alice R. Phillips, verify that the facts set forth in the foregoing document are true and correct to the best of my information, knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. Date: Alice R. Phillips 71 IN RE: ALICE R. PHILLIPS, Plaintiff V. KARL ERNST ROMINGER, Esquire ROMINGER & ASSOCIATES, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO. 07-568 JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, NEIL WARNER YARN, Esquire, do hereby certify that I served a true and correct copy of the foregoing Amended Complaint upon the following below-named individual this date by depositing same in the United States mail, postage prepaid, at Hershey, Pennsyl- vania, addressed as follows: Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 McKissock & Hoffinan, P.C. 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 (71'7-)-540-3400 Attorney for Defendant, Karl E. Rominger Date: June C 2007 kRN'ER YAHN, ESQUIRE I.D. 82278 C? a? ? _ f C i - C'Yl •s ^f ?? M1 ORIGINAL ALICE R. PHILLIPS, V. KARL E. ROMINGER, ROMINGER & ASSOCIATES, Plaintiff 1 Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-568 CIVIL ACTION - LAW JURY TRIAL DEMANDED NOTICE To Plaintiff: Alice R. Phillips c/o Neil W. Yahn, Esquire P.O. Box 650 Hershey, PA 17033 You are hereby notified to file a written response to the enclosed Preliminary Objections within 20 days from service hereof or a default judgment may be entered against you. PRELIMINARY OBJECTION OF DEFENDANTS TO PLAINTIFF'S AMENDED COMPLAINT AND NOW come Defendants, Karl E. Rominger and Rominger & Associates, (hereinafter collectively referred to as "Defendants" unless otherwise indicated by syntax), by and through their counsel, McKissock & Hoffman, P.C., hereby files these Preliminary Objections to Plaintiff's Amended Complaint and as such, provides as follows: L PRELIMINARY OBJECTION IN THE NATURE OF A DEMURRER AND MOTION TO STRIKE COUNTS 2 AND 3 OF PLAINTIFF'S AMENDED COMPLAINT AS REDUNDANT AND DUPLICATIVE OF COUNT 1 1. In Count 1 of Plaintiff's Amended Complaint, Plaintiff asserts a claim for legal malpractice (breach of duty of care) arising from Defendant Karl Rominger's representation of Plaintiff in the review and counsel of a prenuptial agreement. 2. Counts 2 and 3 of Plaintiff's Amended Complaint basically repeat the same cause of action but captions the claims as "breach of duty of loyalty" and "breach of duty of good faith". 3. Under present Pennsylvania law, an individual who has an attorney-client relationship may sue his attorney for malpractice under either a trespass (negligence) and/or assumpsit (breach of contract) theory. 4. In order to establish a claim of legal malpractice under a theory of negligence, a plaintiff must demonstrate: 1) employment of the attorney or other basis for a duty; 2) the failure of the attorney to exercise ordinary skill and knowledge; and 3) that such negligence was the proximate cause of damage to the plaintiff. Kituskie v. Corbman, 552 Pa. 275, 281, 714 A.2d 1027, 1029 (1998). There presently exists no basis for independent claims of "breach of duty of loyalty" and "breach of duty of good faith" in the context of legal malpractice. 6. While Pennsylvania law recognizes a cause of action for breach of the duty of good faith, it does so in the context of business/insurance law, not in the context of legal malpractice. See Burton v. Republic Insurance Company, 845 A.2d 889 (Pa. Super. 2004). 7. Plaintiff's pleading of Counts 2 and 3 in the Amended Complaint are nothing more than duplicitous allegations of Count 1 which are offered for no valid purpose other than to create a claim where none actually exists. Such claims are not permitted under the law of the Commonwealth. WHEREFORE, Defendants respectfully request this Honorable Court grant their preliminary objection to Plaintiff's Amended Complaint and strike Counts 2 and 3 of Plaintiff's Amended Complaint as being improper and without basis in law or fact. II. PRELIMINARY OBJECTION IN THE NATURE OF A MOTION TO STRIKE RELIEF MAY BE GRANTED (DEMURRER) -ATTORNEYS FEES 8. Paragraphs 1 through 7 above are hereby incorporated as if more fully set forth at length herein. 9. In paragraphs 81, 86, 91, 95, 100, 109 and the respective ad damnum paragraphs of Plaintiff's Amended Complaint, Plaintiff asserts a claim for the recovery of "reasonable attorneys fees". 10. There is no basis in law that would permit the recovery of attorneys fees in the instant claim for professional negligence. See Kituskie v. Corbman, 552 Pa. 275, 714 A.2d 1027 (1998) (only damages recoverable in a professional negligence action are those damages which could have been recovered in underlying action); Lavelle v. Koch, 532 Pa. 631, 617 A.2d 319, 323 (Pa. 1992) (a litigant cannot recover counsel fees from an adverse party unless there is express statutory authorization, a clear agreement of the parties or some other established exception - a/k/a "American Rule") See also 42 Pa.C.S. § 1726(a)(1) (attorneys' fees are not an item of taxable costs except as permitted by 42 Pa.C.S. § 2503). 11. Instantly, there is no statutory authorization, agreement of the parties or other exception that would permit the recovery of attorneys fees. WHEREFORE, Defendants respectfully request this Honorable Court to grant their Preliminary Objection and enter an Order striking Plaintiff's claims for attorneys fees based upon the legal insufficiency of the pleading. Respectfully submitted, McKissock & Hoffman, P.C. B y: Edwin A.D. Sc ire I.D. No.: 75902 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: June 21, 2007 Attorneys for Defendant, Karl E. Rominger CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Preliminary Objections upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff) McKissock & Hoffman, P.C. By: Edwin A.D. Sch z, quire 2 Identification No.7-739 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: June 21, 2007 Attorneys for Defendant, Karl E. Rominger On C?..l[[7=r IV {?7 X7 j t 77 ?{'''?? c n . Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, Plaintiff V. CIVIL ACTION KARL ERNST ROMINGER, Esquire NO. 07-568 ROMINGER & ASSOCIATES, Defendant MOTION TO STAY ALL PROCEEDINGS PENDING THE PETITION TO SET ASIDE PRENUPTIAL AGREEMENT TO THE HONORABLE JUDGES OF SAID COURT: The moving party, ALICE R. PHILLIPS, by and through her attorney, James Smith Dietterick & Connelly, LLP, files this Motion to Stay All Proceedings Pending the Petition to Set Aside the Prenuptial Agreement as follows: 1. The Plaintiff is Alice R. Phillips, an adult individual, residing at 93 Encks Mill Road, Carlisle, Cumberland County, Pennsylvania (the "Plaintiff'), and is the surviving spouse of the decedent, Linwood B. Phillips, Jr. (the "Decedent"). 2. The Decedent's Will limited the Plaintiff's share and as a result the Petition was filed for her "Elective Share" against the Estate. 3. The Executor of the Estate, namely Robert G. Frey ("Frey") sought to vacate the Elective Share premised upon a Prenuptial Agreement by and between the Decedent and the Plaintiff. 4. The Defendant is Karl Ernst Rominger, Esquire, who is a licensed professional with Pennsylvania Attorney License ID No. 81924, and at all times relevant to the Plaintiff's Amended Complaint practiced law as a sole proprietor or as part of Rominger and Associates with his principal office situated at 155 South Hanover Street, Carlisle, Cumberland County, Pennsylvania, 17013 (herein Karl Ernst Rominger and the aforementioned firm shall be referred in the singular as the "Defendant"). 5. On or about May 11, 2006, Plaintiff commenced a separate action against Frey in the Court of Common Pleas of Cumberland County, Pennsylvania, Orphans' Court Division, by filing a Petition for Relief to enjoin Frey from disposing of any assets of the Decedent's estate and other relief and shortly thereafter filed a Petition to Set Aside the Prenuptial Agreement on August 22, 2006. 6. On or about May 25, 2006, the Honorable C. Joseph Rehkamp of the 41 S` Judicial District was appointed to preside over Plaintiff's action against Frey. 7. Plaintiff's action against Frey proceeded, and, relevant to the instant action, on or about August 22, 2006, Plaintiff introduced a Petition to Set Aside Prenuptial Agreement, in which Plaintiff averred, among other things, numerous facts and allegations regarding Defendant's involvement in the matter and alleged representation. 8. On or about January 29, 2007, Plaintiff commenced the separate, but related above-captioned action against Defendant by filing a Praecipe and Writ of Summons, and on April 2, 2007 filed a Complaint in which Plaintiff charged Defendant without limitation intended legal malpractice. 9. On or about June 6, 2007, Plaintiff responded to Defendant's Preliminary Objections by filing an Amended Complaint in which Plaintiff narrowed the points at issue. 10. In Plaintiff's Amended Complaint, Plaintiff charged Defendant with six counts of legal malpractice, including: (1) breach of duty of care, (2) breach of duty of loyalty, (3) breach of duty of good faith, (4) material breach of contract, (5) constructive fraud, and (6) conspiracy. 11. Defendant has proceeded by directing interrogatories and requests for production of documents toward Plaintiff. 12. Because the determination of Plaintiff's pending Petition to Set Aside Prenuptial Agreement may resolve facts and issues directly related to Plaintiff's action against Defendant, and because such resolution may make various proceedings in the instant action redundant and/or unnecessary, including Plaintiff's responses to Defendant's current requests, it is Plaintiff's belief that a stay in the instant proceeding would promote judicial economy and avoid unnecessary action or prejudice. WHEREFORE, Plaintiff respectfully requests this Honorable Court to enter an Order staying all proceedings in the above-captioned matter pending the outcome of Plaintiff's pending Petition to Set Aside the Prenuptial Agreement in related suit. Res ctfully submitte Date: July 2007 ?-- NEIL W. YARN, Esq Attorney I.D. No. 82378 James, -Smith, Diette _ck Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorney for Plaintiff Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff IN RE: ALICE R. PHILLIPS, Plaintiff : V. : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION KARL ERNST ROMINGER, Esquire NO. 07-568 ROMINGER & ASSOCIATES, Defendant CERTIFICATE OF SERVICE I, Neil Warner Yahn, Esquire, do hereby certify that I served a true and correct copy of the foregoing Motion to Stay All Proceedings Pending the Petition to Set Aside Prenuptial Agreement upon the following below-named individual by depositing the same in the U.S. Mail, postage pre- paid at Hershey, Dauphin County, Pennsylvania, as follows: SERVED UPON: Dated: July _b_, 2007 Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 McKissock & Hoffinan, P.C. 2040 Linglestown Road, Suite 302 Harrisburg, PA 1711 (717) 540-3400 Attorney for Defendant, Karl E. Romig Lj - NEIL WARNER Y) Attorney I.D. #8227 Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff V. KARL ERNST ROMINGER, Esquire NO. 07-568 ROMINGER & ASSOCIATES, Defendant CERTIFICATE OF NON-CONCURRENCE I, Neil Warner Yahn, Esquire, hereby certi that the Defendant does not concur with Plaintiff's Motion to Stay. L j *-- NEIL W. YARN, Es ire Attorney I.D. No. 8 78 James, Smith, Diett 'ck Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorney for Plaintiff Date: July I--% , 2007 ?..,} r? ...-3 ? 7 r--- c.-so __ , -il . ?. , ''?, ? ? ---f -? .-r ?,. r 7 _._, ,,J ? '}?. ? ? r`, ___ ?` ,'i'?. t•,,5 ^i7 ? ..,C ALICE R. PHILLIPS, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. KARL E. ROMINGER, ESQUIRE NO. 2007 - 0568 CIVIL TERM ROMINGER & ASSOCIATES CIVIL ACTION -LAW ORDER OF COURT AND NOW, this 24TH day of JULY, 2007, a Rule is issued upon the Defendant to Show Cause why "Plaintiff's Motion to Stay all Proceedings" should not be granted. Rule returnable on WEDNESDAY, AUGUST 8, 2007, at 2:00 p.m. in Courtroom # 3. Edward E. Guido, J. Zneil W. Yahn, Esquire .. Box 650 Hershey, Pa. 17033 Xdwin A.D. Schwartz, Esquire 2040 Linglestown Road, Suite 30'9 Harrisburg, Pa. 17110 :sld J r t I Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff IN RE: ALICE R. PHILLIPS, Plaintiff V. KARL ERNST ROMINGER, Esquire ROMINGER & ASSOCIATES, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO. 07-568 PROPOSED ORDER OF COURT AND NOW, this day of , 2007, upon Motion of James Smith Dietterick & Connelly, LLP, attorneys for Plaintiff, ALICE R. PHILLIPS, and upon consideration of the within Motion to Stay All Proceedings Pending the Petition to Set Aside Prenuptial Agreement, it is hereby ORDERED that the Motion to Stay All Proceedings Pending the Petition to Set Aside Prenuptial Agreement is hereby granted. (JUDGE) C i :11141 6- S LODZ A6V I(? ,;C j;tk {3 11 U ALICE R. PHILLIPS, V. Plaintiff KARL E. ROMINGER, ROMINGER & ASSOCIATES, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-568 CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR WITHDRAWAL OF APPEARANCE Kindly withdraw the appearance of McKissock & Hoffman, P.C. by Edwin A.D. Schwartz, Esquire on behalf of Defendant, Karl E. Rominger in the above-captioned matter. Respectfully submitted, McKissock & Hoffman, P.C. Dated: October 1, 2007 B y: Edwin A.D. Schwan, quire I.D. No.: 75902 2040 Linglestown Road, Suite 302 Harrisburg, PA 17110 (717) 540-3400 Attorneys for Defendant, Karl E. Rominger CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Withdrawal of Appearance upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA. 17033-0650 (Counsel for Plaintiffl McKissock & Hoffman, P.C. By: Edwin A.D. Schw Esquire Identification No.: 75902 2040 Linglestown Road Suite 302 Harrisburg, PA 17110 (717) 540-3400 Dated: October 1, 2007 Attorneys for Defendant, Karl E. Rominger --J cn ALICE R. PHILLIPS, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. KARL E. ROMINGER, ROMINGER & ASSOCIATES, Defendants NO. 07-568 CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR ENTRY OF APPEARANCE Kindly enter the appearance of Eckert, Seamans, Cherin & Mellott, LLC by Edwin A.D. Schwartz, Esquire and Lauren M. Burnette, Esquire on behalf of Defendant, Karl E. Rominger in the above-captioned matter. Respectfully submitted, Eckert, Seamans, Cherin & Mellott, LLC By: Edwin A.D. Schwartz Esquire I.D. No.: 75902 eschwartz@eckertseamans.com Lauren M. Burnette, Esquire I.D. No.: 92412 213 Market Street; 8t' Floor Harrisburg, PA 17101 (717) 237-6046 Dated: October 1, 2007 Attorneys for Defendant, Karl E. Rominger CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Entry of Appearance upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff) Eckert, Seamans, Cherin & Mellott, LLC 7 By: 5;::? Edwin A.D. SchwqiZ Esquire _ I.D. No.: 75902 Lauren M. Burnette, Esquire I.D. No.: 92412 213 Market Street; 8t' Floor Harrisburg, PA 17101 (717) 237-6046 Dated: October 1, 2007 Attorneys for Defendant, Karl E. Rominger n ''? t.;; --., ` ? c"? -r ? ?! i ?, C') ._? j ? T ( r,:, t" L _..?, _?.. :. _._ f ...-., r-.r... ..... .. r ?.._ST'? ?? _ ?'7 ?_ . ? ..{ of 19 ALICE R. PHILLIPS, v. Plaintiff KARL E. ROMINGER, ROMINGER & ASSOCIATES, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-568 CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR WITHDRAWAL OF APPEARANCE Kindly withdraw the appearance of Eckert Seamans Cherin & Mellott, P.C. by Edwin A.D. Schwartz on behalf of Defendant, Karl E. Rominger in the above-captioned matter. Respectfully submitted, Eckert, Seamans, Cherin & Mellott, LLC Dated: S?- By: Edwin A.D. Sch Esquire I.D. No.: 75902 213 Market Street; 8t' Floor Harrisburg, PA 17101 (717) 237-6046 Attorneys for Defendant, Karl E. Rominger 1 CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Withdrawal of Appearance upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff Eckert, Seamans, Cherin & Mellott, LLC By:? Edwin A.D. Schvjj z, squire I.D. No.: 75902 213 Market Street; 8`" Floor Harrisburg, PA 17101 (717) 237-6046 Dated: R:/2 s/o a" Attorneys for Defendant, Karl E. Rominger C;? ra c5 ;? - c:? i - c ?"', fV ? 1_ .r =_. ...:.o ?.? •":. a ALICE R. PHILLIPS, V. Plaintiff KARL E. ROMINGER, ROMINGER & ASSOCIATES, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 07-568 CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR ENTRY OF APPEARANCE Kindly enter the appearance of Marshall, Dennehey, Warner, Coleman & Goggin by Edwin A.D. Schwartz on behalf of Defendant, Karl E. Rominger in the above-captioned matter. Respectfully submitted, Dated: ?" 2 a Marshall, Dennehey, Warner, Coleman & Goggin By: Lr_6?? Edwin A.D. Schw squire I.D. No.: 75902 4200 Crums Mill Road; Suite B Harrisburg, PA 17112 (717) 651-3500 Attorneys for Defendant, Karl E. Rominger It * CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing Entry of Appearance upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, first-class postage prepaid, addressed as follows: Neil Yahn, Esquire P.O. Box 650 Hershey, PA 17033-0650 (Counsel for Plaintiff] Marshall, Dennehey, Warner, Coleman & Goggin r By: Edwin A.D. Sch , Esquire I.D. No.: 75902 4200 Crums Mill Road; Suite B Harrisburg, PA 17112 (717) 651-3500 Dated: z o Attorneys for Defendant, Karl E. Rominger c - Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, Plaintiff : CIVIL ACTION V. KARL ERNST ROMINGER, Esquire, NO. 07-568 ROMINGER & ASSOCIATES, Defendants PLAINTIFF'S ANSWER TO DEFENDANTS' PRELIMINARY OBJECTIONS OF PLAINTIFF'S AMENDED COMPLAINT TO THE HONORABLE JUDGES OF SAID COURT: The Plaintiff, ALICE R. PHILLIPS (herein "Plaintiff'), by and through her attorneys, James Smith Dietterick & Connelly, LLP, files this Answer to Defendants' Preliminary Objections of Plaintiff's Amended Complaint as follows: 1. DEFENDANTS' PRELIMINARY OBJECTION IN THE NATURE OF A DEMURRER AND MOTION TO STRIKE COUNTS 2 AND 3 OF PLAINTIFF'S AMENDED COMPLAINT AS REDUNDANT AND DUPLICATIVE OF COUNT I 1. Admitted. 2. Denied. Under averment three of Defendants' Preliminary Objections, Defendants properly assert that there are only two theories of legal malpractice, negligence and breach of contract. However, the claim of legal malpractice is separate and distinct from the duties of loyalty and good faith that are present in all principal/agent relationships, such as attorney and client. The duties of loyalty and good faith are essential components of the agent-principal relationship. "An agent owes a duty of loyalty to his principal, and in all matters affecting the subject of his agency, he must act with the utmost good faith in the furtherance and advancement of the interests of his principal." Sylvester v. Beck, 406 Pa. 607, 610, 178 A.2d 755, 757 (1962). Furthermore, an intentional misrepresentation to a client during any transaction where an attorney represents that client is clearly a violation of that attorney's duty of honesty. See Capital Care Corp. v. Hunt, 847 A.2d 75 (2004). Therefore, although Count 2 is captioned "Breach of Duty of Loyalty - Legal Malpractice" and Count 3 is captioned "Breach of Duty of Good Faith - Legal Malpractice", both counts are violations of the agent/principal relationship and separate from the legal malpractice (negligence) claim in Count 1 and the legal malpractice (breach of contract) claim in Count N. They are not repeats of the same cause of action as Defendants assert. 3. Admitted 4. Admitted. 5. Admitted in part. Denied in part. Admitted that a legal malpractice claim does not encompass a "breach of duty of loyalty" and "breach of duty of good faith". Denied as to the implication that Counts 2 and 3 of Plaintiff's Amended Compliant should be dismissed as Defendants did breach both duties which are firmly established in all agent/principal relationships, such as the attorney/client relationship in this matter. 6. Denied as a conclusion of law to which no response is required. 7. Denied. As shown in Averment 2 of this response, although the captions of Counts 2 and 3 are entitled "Legal Malpractice", the breach of the duties of loyalty and good faith are actionable causes under a principal/agent relationship and should not be dismissed. WHEREFORE, Plaintiff respectfully requests that this Honorable Court deny Defendants' Preliminary Objections and sustain Counts 2 and 3 of Plaintiff's Amended Complaint. II. PRELIMINARY OBJECTION IN THE NATURE OF A MOTION TO STRIKE RELIEF MAY BE GRANTED (DEMURRER) - ATTORNEY'S FEES 8. Paragraphs 1 through 7 above are hereby incorporated as if more fully set forth at length herein. 9. Admitted. 10. Denied. Title 42 Pa.C.S. § 2503 governs the award of counsel fees and provides attorney's fees for a variety of reasons including conduct that is "arbitrary, vexatious, or in bad faith". It is Plaintiff's contention that Defendants acted in such a manner during Defendants' representation of Plaintiff. 11. Denied as a conclusion of law to which no response is required. WHEREFORE, Plaintiff respectfully requests that this Honorable Court deny Defendants' Preliminary Objections and sustain Plaintiff's claim for an award of attorney's fees. submitted, Date: January 2 y , 2009 NEI?AV HN, Esquire Att e)y. No. 82278 Ja es, , Dietterick & Connelly, LLP P.O?. BHers 17033 (717) 533-3280 Attorney for Plaintiff Neil W. Yahn, Esquire Attorney I.D. No. 82278 James Smith Dietterick & Connelly, LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff IN RE: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ALICE R. PHILLIPS, CIVIL ACTION Plaintiff V. KARL ERNST ROMINGER, Esquire, NO. 07-568 ROMINGER & ASSOCIATES, Defendants CERTIFICATE OF SERVICE 1, Neil Warner Yahn, Esquire, do hereby certify that I served a true and correct copy of the foregoing Plaintiff's Answer to Defendants' Preliminary Objections to Plaintiff's Amended Complaint upon the following below-named individual by depositing the same in the U.S. Mail, first class postage pre-paid at Hershey, Dauphin County, Pennsylvania, as follows: SERVED UPON: Edwin A. D. Schwartz, Esquire Atty. I.D. No. 75902 Marshall, Dennehey, Warner, Coleman & Goggin 4200 Crums Mill Road, Suite B Harrisburg, PA 17112 (717) (717) 65 l -3500 Attorney for Defendant, Ka.?I_F-Rominger Dated: January ? C;>, 2009 N IL W NER YAHN, ESQUIRE Attorney I. D. #82278 r-? - ? ? r? C"' .? _? ? ? t . ? rt: .. -- ? , ?? ?%?,! Ste.- f,_ -? ` .. ?? ? ? ?/ ? y- r?" ;ya .?'.