HomeMy WebLinkAbout98-03501
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JOHN R. DEREMER, SR.
Plaintiff
: IN THE COURT OF COMMON PLEAS
: OF CUMBERLAND COUNTY, PENNSYLVANIA
V
98 - -lSOI Cl0l'( ~12.)'l
JAMES S. HALL
Defendant
COMPLAINT
Plaintiff, John R. DeRemer, Sr., by his attorneys, Broujos & Gilroy, P.C., sets forth the following
1
Plaintiff is John R. DeRemer, Sr., an adult individual and a licensed realtor doing business with
Century 21, Associates, Hooke, Coon and Diehl at 398 East High Street, Carlisle, Cumberland
County, PA 17013.
2
Defendant, James S. Hall, is an adult individual residing at 1071 Rockledge Drive, Carlisle,
Cumberland County, PA 17013.
3
In 1988, Plaintiff contacted Defendant personally concerning the ability of the Plaintiff to market
real estate owned by the Defendant which was located at Franklin and N. West Streets, Carlisle,
PA, and consisted of approximately 14 acres (hereinafter referred to as the "Real Estate").
4
In 1989, the Defendant verbally gave the Plaintiff permission to market the Real Estate.
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5
In January of 1990, Defendant entered into an option agreement with Community Assots, Inc.
(CAI) for the sale of the Real Estate. A copy of the Option Agreement between Defendant and
CAI is attached hereto and marked Exhibit "A".
6
The Option Agreement entered into between Defendant and CAI was procured through tho
efforts and work of the Plaintiff. Atthe time of entering into the Option Agreement with CAI.
Defendant agreed to pay Plaintiff for his efforts a real estate commission fee of $39,000.00 and
Defendant signed a "Seller's Closing Cost" statement confinning this agreement. A copy of said
Closing Cost Statement is attached hereto and marked Exhibit "8".
7
In April of 1991, Defendant and CAI entered into further negotiations with respect to an
extension of the Option Agreement at which time Defendant again negotiated a commission
agreement with Plaintiff and Plaintiff and Defendant agreed upon a reduction in the commission
from $39,t~0.00 to $34,110.00. A copy of the Addendum to Option Agreement confirming said
reduction is attached hereto and marked Exhibit "C".
8
The Agreement between Plaintiff and Defendant was always that Defendant would pay the real
estate commission to Plaintiff upon the sale of the Real Estate.
9
Defendant sold the real estate on April 8, 1998to COC Associates, a Pennsylvania Limited
Partnership (COC).
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OPTION AGREEMENT
January 22, 1990
THIS OPTION AGREEMENT, made this :~,(, i( dny of ....J(~v\f)av.1 '
1990, becween JAMES S. HALL of 1071 Rockl';dge Drive, Carlisle, PA (h reinafter
referred Co as the "Optionor") and COMMUNITY ASSETS, INC. of 26 Bechlohem Plaza,
Bethlehem, PA 18018 (hereinafcer referred to as the "Opcionee").
FOR AND IN CONSIDERATION of the payment of $10,000.00 and of the expendi-
tures that Optionee will incur in reliance hereon, and in further consideration
of the promises and condicions hereinafter contained. che parties agree ~s
follows:
1. Grant of Option. The Optionor hereby irrevocably grants to the
Optionee the exclusive option Co purchase from Optionor, on and subject to the
terms and conditions hereinafter contained, the real esCate described ill "Exhibit
A" attached hereto (che "Propercy"), said propercy being parc of a certain larger
tract of land described in Cumberland County Deed Book "X", Vol. 25, Page 119.
The Propercy consists of 14.24 acres of lantl and all improvements chereon located
in the Borough of Carlisle and the Township of North Middleton, Councy of
Cumberland, Commonwealth of Pennsylvania.
2. Term of Option. This option shall continue in effect for 270 days
from the effective date of this Agreemenc. This opCion may be exercised (in
accordance with ics Cerms) at any time on or before its expiracion. The exercise
of this opCion by the Optionee must be by wriCten notice sent co the OpCionor
in the manner prescribed by Paragraph 12 prior Co its expiracion or terminacion.
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(J~' Renewals and Extensions. The OpCionee may excend this OpCion for
~~ r~1 addicional period~ of 90 days~ by' ~e payment of an additional Five
Thousand and 00/100 ($5.000.00) Dollars for~~~~ renewal, provided the paymenc
is made ac least fifceen f15) days before the _"~I:~!"tioI! oft:l1e.u~~~,c!iac'l.,prior
Option Term (hereinafcer referred to as "Renewal Term"),
4. Exercise of Option to Purchase, OpCionee may exercise the Opcion
granCed hereunder ac any cime during che original Cerm hereof or any exCension
or renewal by giving Seller written nocice in accordance with Paragraph 12 below
of such exercise. If this option is exercised (in accordance with its cerms)
the OpCionor shall sell and convey the Property to che OpCionee, and the Opcionee
shall purchase and accept the Property from the Optionor in accordance with the
terms and conditions hereof.
5, Purchase Price. The Cotal purchase price for the Property shall be
Four Hundred Eighty-Nine Thousand and 00/100 ($489,000.00) Dollars, payable in
cash, minus any option monies paid Co the date of sale. said option monies to
be credited against the purchase price, In the event Optionee shall fail to
exercise chis option for any reason other than the breach of this Agreement by
OpCionor. the option payments made hereunder by Optionee to Optionor shall be
retained by Optionor and this Agreement shall thereafter be deemed null and void,
with no further liability to either party.
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EXHIBIT
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6. Title and Deed. Title to the Property shall be good and marketable
fee simple title, free and clear of all liens, claims of adverse possession or
prescriptive rights and encumbrances whatsoever subj ect, however, to existing
building restrictions which do not prevent the use of the Property as a residen-
tial development for garden apartments, townhouses and single family attached
houses; easements of roads ; privileges or rights of any public service companies
providing services to the Property or agreements on like matters of record:
easements or restrictions visible on the ground; zoning laws and rules: and
regulations, laws and directives of federal, state. municipal or other govern-
mental authorities. Title to Property shall be insurable as such at regular
rates by a title company licensed to do business in Pennsylvania. Conveyance
shall be by legally adequate special warranty deed.
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7. Closing. The closing of this transaction shall be at the office of
Fishman & O'Brien, 155 South Hanover Street, Carlisle, PA 17013, or at such
other place as the parties may agree upon. The closing shall take place no later
than thirty (30) days after notice of exercise of option. At the time of
closing, real estate taxes shall be apportioned between the partie~ as of the
date of closing on a fiscal year basis. with land assessment allocated on a per
acre basis. Real Estate transfer taxes shall, at closing, be divided equally
between Optionor and Optionee.
8. Assignment. This option may be assigned by the Optionee.
9. Representations and Warranties. Optionor represents, warrants and
agrees as follows as of the date of this option and the date of closing:
a. The property is free and clear of any and all encumbrances,
title defects. liens, security interests and cliams whatsoever. No party is in
a position to file any lien against the Property. Conveyance shall be subject
to existing easements visible or of record,
b. Optionor knows of no violations of any laws, municipal
ordinances, orders or other requirements of any governmental entity which affect
or might affect the Property. The Property is zoned to allow its use as a
residential development for garden apartments, townhouses and single family
attached houses and such use complies with codes, zoning, fire and safety
requirements.
c. There are currently no lawsuits involving the Property or
Optionor, nor any contingent liabilities involving the Property.
d. There is no pending or threatened condemnation or similar
proceedings affecting the Property or any portion thereof, and Optionor has no
knowledge that any such action is presently contemplated.
e. Optionor has no information or knowledge that there are any
laws, ordinances or restrictions, or any changes contemplated therein, or any
judicial or administrative action, or any action by adjacent landowners or
natural or artificial conditions upon the Property, or any other fact or
condition which would have any adverse effect upon the Property or its value,
which has not been disclosed in writing to Optionee.
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f.
Property, except
There are no parties in possession of any portion of the
Optionor.
g. Thet"e is no uncured violatIon of any applicable law and no
pending legislation which would require the owner of the Property to make
expenditures in order to modify or improve the Property.
h.
improvements.
There are no encroachments upon the Property by neighboring
i. Neither Optionor nor the Property is subject to any pending
proceedings under any state or federal insolvency or bankruptcy legislation.
To Optionor's knowledge, no such proceedings, either voluntary or involuntary,
are imminent or threatened.
j. The Property has never been used for any handling, treatment,
storage or disposal of hazardous substances. For purposes of this Agreement,
the term "hazardous substances" shall have the same meaning ascribed to it in
Section 101(14) of the Federal Comprehensive Environmental Response, Compensa-
tion and Liability Act of 1980, as amended, 42 U.S.C.S. Section 9601(14).
k. The Property complies with all applicable environmental
statutes and regulations.
1. There are no outstanding notices with respect to the Property,
including but not limited to Notices of Violations or enforcement actions for
hazardous or toxic waste cleanup or presence and Seller has no reason to believe
that any Notices of Violations will be given or enforcement activities commenced,
either by governmental authorities or private individuals or corporations.
m. In the event conclusions of environmental, soil and geology
tests made by qualified inspectors engaged by the Optionee are deemed to have
any adverse effect Upon the Property value or its use for a garden apartment or
townhouse development, the option payments made hereunder by Optionee to Optionor
shall be returned to Optionee and this Agreement shall thereafter be deemed null
and void.
n.
same against all
insurance in full
Optionor now has in force insurance on the Property insuring
risks and perils, and Optionor will continue the present
force and effect through the closing date.
o. Optionor has not received any notice of, nor does it have any
knowledge of, any actual or threatened reduction or curtailment of any utility
service supplied to the Property;
p. Optionor has not received any notice of any contemplated,or
actual special assessments or reassessments for general real estate tax purposes,
affecting the Property, and the Property is separately assessed for real property
tax assessment purposes and not combined with any other property for such
purposes.
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q. Optionor is not subJ ect to any lease, occupancy agreement,
commitment, obligation or agreement. including, but not limited to, any right
of f1rst refusal, redemption ri/lhts or option to purchase in favor of a third
party, which would or could prevent it from completing the transfer of the
Property under this Agreement or which would bind Optionee or the Property
subsequent to the closinl: date, Provided. that Sollo~ shall have tl,le right to
lease the property tQ a teoant fyrmer durlng the optlon period, WhlCh lease shall
not eXfBnd pa~t the date ot closlng.
. Enforcement. This Agreement shall be enforceable in law or in
equi ty.
11. Entire Agreement. This option cons titutes the entire agreement
between the parties. No representations, warranties or promises pertaining to
this option or any property affected by this option have been made by, or shall
be binding on, any of the parties, except as expressly stated in this option and
the Agreement. This option and such Agreement may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of
any such change is sought.
12. Notice. Any notice under this option shall be made by registered
or certified mail, sent as follows:
Optionor:
James S. Hall
1071 Rockledge
Carlisle, PA
Drive
17013
Optionee:
Community Assets, Inc.
26 Bethlehem Plaza
Bethlehem. PA 18018
wi th copy to:
Steven J. Fishman, Esquire
Fishman & O'Brien
155 S. Hanover Street
Carlisle, PA 17013
13. Construction, The interpretation, construction and performance of
this contract shall be governed by the laws of the Commonwealth of Pennsylvania.
14, Benefit, This option shall inure to the benef1t of, and shall bind,
the heirs, successors and assigns of the respective partie~.
15. Other Conditions.
a. During the option 'period hereof and any extensions thereof,
Optionee shall be permitted to enter onto the Property upon reasonable notice
to Optionor and at their own risk to do such surveying or testing, including but
not limited to environmental testing, as may be required by Optionee. Optionee. ,
hereby agrees to indemnify and save Optionor harmless for and from any and all""
b. Optionee, at its sole expense, shall be responsible for
obtaining all subdivision and land use approvals as are necessary for the
conveyance of the subject tract and development thereof for Optionee' proposed
uses.
Meliability, loss, damages and expenses (including courTcosts and attorneys fees)
which Seller may suffer on account of the entry upon the Property or the conduct of
any activities upon the Property by th~Optionee or its agents prior to closing:
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EXlllOr'!' f\
Ml thut tract of lund situate in mostly in the IJorough of
Carlisle and !Alrtly i.n l\I:lrth Midcllcton 'Iwp. described uS tract No. 3
in the following dcccl in Ix:ok X volum:? 25 page 119/ IXlundcd
and described as follows:
TRACT NO. 1 situate in North Middleton Ta.-mship.
Beginning at a point in a private road, at land fomerly
of William N. Hall, now of Charles E. Strock, and wife; thence
along the latter land, l\I:lrth 24 degrees 29 minutes Fast/ 123
feet to a point on the Southern side of the Concxloguinet Creek;
thence along the Southern side of the said creek, by its various
courses, in an Easterly direction, 100 feet, more or less, to
a point at land now or fomedy of t'lilliam H. Hall; thence along
the latter land, South 24 degrees 29 minutes West, 123 feet,
more or less, to a pin in the private road, above rrentioned;
thence along the private road and land fomerly of \'1illiam N.
Hall, North 65 degrees 31 minutes lIest, 100 feet to the Place
of BEGINNING: Containing .28 of an acre, more or less.
BEING the same property \vhich was conveyed to II'. L.' Hall,
(LeRoy Hall) and Thelma N. (Nickey) Hall, by deed of William
S. Eppley and wife, dated September 30, 1946, and recorde<;1 in
the Office of the Recorder of D2eds for Cumberland County in
D2ed Bock "J", Vol'; 13/ Page 80.
TACT NO. 2 situate in NorL~ Middleton To\vnship.
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BEGINNING at a point in the l\I:lrthern right-of-way line
of the Pennsylvania Turnpike and at corner of land, now or fonrerly
of Roy H. and M3ry E. Miller; thence North 5 degrees 8 minutes" West,
1405.1 feet to a point; thence North 43 degrees 4 minutes East,
1034 feet to point; thence North 41 degrees 50 minutes Fast,
256 feet to a point on the bank of the Concxloguinet Creek; thence
by the Creek, South 43 degrees' 56 minutes East, 298 feet to
a point; thence by the S1lJ1E/ South 46 degrees 26 minutes Fast,
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300 feet, rrore or less to a [X>int at the line nO;! or fomerly
of Harper Flury; thence by the latter / South 34 degrees \-.cst,
200 feet to a point on a private rmd; thence by land nO;! or
forrrcrly of Flury, RO!:>2rt Hughes ilnd ~\artin M:Cann; South 56
degrees East, 343 feet to a [X>int; thence by the latter, North
34 degrees East, 140 feet to a point on the Concdoguinet Creek;
thence by the latter, Southeasterly 49 feet to a point at the
line of land now or forrrcrly of Charles Strock; thence by the
latter, South 32 d~~rees \-.cst 132 feet to the private road
aforesaid; thence by Strock, South 58 degrees 35 minutes East
200 feet; thence by land nO;! or formerly of William Wilder,
Charles Strock and William Eppley, South 65 degrees 31 minutes
East, 300 feet to a [X>int; thence by the latter (Tract ~~. 1
herein) North 24 degrees 29 minutes East 123 feet to the Concdoguinet
Creek; thence by the latter, Easterly 150 feet, rrore or less,
to a point on the line now or forrrerly of Adams; thence by the
latter, South 10 degrees West 90 feet to a point; thence by the
latter, South 80 degrees East 54 feet to a point; thence by
the latter, North 10 degrees East 76 feet to a [X>int at the
, line of land now or formerly of Hays; thence by the latter,
South 86 degrees 56 minutes East 132 feet to a point; thence
by the latter, South 2 degrees 34 minutes West, 391 feet to
the Northern right-of-way of the Pennsylvania Turnpike; thence
by the latter, South 71 degrees 37 minutes West, 913.8 feet
to a point; thence by the latter, North 88 degrees 23 minutes
West, 140 feet to a point; thence by the latter, South 41 degrees
9 minutes West, 94.6 feet to a [X>int; thence by the latter,
South 71 degrees West 94.6 feet to a[X>int; thence by ,the latter /
South 71 degrees 37 minutes \'iest, 1416 feet to a point; the
Place of BEGINNING: Containing 63.08 acres, more or less.
LESS, HOWEVER, the tract of land conveyed to Melvin L.
MJnismith and wife, by deed of W. LeRoy Hall and wife, dated
September 10, 1946/ and recorded in the Office aforesaid in.D:ed Book "G", Vol. 13, Page 553 and less, also, however, the
tract of land conveyed to Alb2rt G. Kuhn and wife, dated August
31, 1962, and recorded in the Office aforesaid in D:ed Book
"Q", Vol. 20/ Page 383.
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JOHN R. DeREMER / SR.,
Plaintiff
IN THE COURT OF COMMON PIJEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
98-3501 CIVIL TERM
vs.
JURY TRIAL DEMANDED
JAMES S. HALL,
Defendant
AND NOW, comes the Defendant, James S. Hall, by his
attorney, Dale F. Shughart, Jr., Esquire and states the following
Answer and New Matter in response to the Plaintiff/s Complaint:
ANSWER
1. Admitted in part. Denied in part. It is admitted that
John R. DeRemer, Sr., is an adult individual affiliated with
Century 21 Associates. The remaining averments of Paragraph 1
are denied. On the contrary, after reasonable investigation
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Defendant is without knowledge or information to form a belief as
to the truthfulness of the averment that the Plaintiff is a
licensed real estate broker, and proof thereof is demanded.
2. Admitted.
3 . Admitted.
4. Admitted.
5. Admitted.
6. Admitted in part. Denied in part.
It is admitted that
the Plaintiff was instrumental in the entry of the initial Option
Agreement between Defendant and Community Assets, Inc., that
Defendant agreed to pay a real estate commission of $39,000 upon
completion of settlement, and that Defendant signed a Seller's
Closing Cost Statement confirming the verbal agreement. The
remaining averments of Paragraph 6 are denied. On the contrary,
attached hereto, made a part hereof, and marked Exhibit "A" is a
photocopy of the Seller's Closing Cost Statement. The copy
attached to Plaintiff's Complaint as Exhibit "B" is not complete.
By way of further Answer, as stated on the Exhibit, the
commission was to be paid "if the sale closes". If not, the
Broker was entitled to twenty (20%) percent of the option monies
referred to in the Agreement. Further, it was Defendant's
agreement to pay the commission to DeRemer & Spencer Realtors, a
partnership, not to Plaintiff individually.
7. Admitted in part. Denied in part. It is admitted that
the Defendant and Community Assets, Inc. entered the Addendum to
Option Agreement dated April 25, 1991, as appended to Plaintiff's
Complaint as Exhibit "C". It is further admitted that the agreed
upon realtor's commission, based upon a sale price of $489,000
was reduced to $34,110. The remaining averments of Paragraph 7
are denied. On the contrary, Defendant's agreement was to pay
the commission to DeRemer & Spencer Realtors upon completion of
settlement in accordance with the Option Agreement as amended to
April 25/ 1991.
8. Denied. On the contrary, Defendant agreed to pay
DeRemer & Spencer Realtors a commission of $34,110 upon
completion of settlement on a sale to Community Assets, Inc. in
accordance with the Option Agreement dated January 30, 1990, the
First Amendment to the Agreement dated October 11/ 1990 and the
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second Addendum to the Agreement dated April 25/ 1991. The
Agreement to pay the commission to DeRemer & Spencer was premised
upon the completion of the sale to Community Assets, Inc. or its
assignees.
9. Admitted.
10. Denied. On the contrary, the averments of Defendant's
New Matter in Paragraphs 13 through 38, incluSive, are
incorporated herein by reference thereto.
11. Denied. On the contrary, as set forth in Defendant's
New Matter, Paragraphs 13 through 38/ inclusive, the averments of
which are incorporated herein by reference, the sale to
COC Associates occurred without the involvement of the Plaintiff
or any other real estate broker and was not an assignment of
rights acquired by Community Assets, Inc. The rights of
Community Assets, Inc. expired on October 31/ 1996 and were
formally terminated on January 7/ 1997.
12. Admitted.
WHEREFORE, Defendant prays Your Honorable Court enter
jUdgment in favor of the Defendant and against the Plaintiff.
NEW MATTER
13. The averments of Defendant's Answer to Plaintiff's
Complaint, Paragraphs 1 through 12, inclusive, are incorporated
herein by reference.
14. After the entry of the Second Addendum to the original
Agreement between Community Assets, Inc. and Defendant on
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April 25, 1991/ the parties entered a further Agreement dated
June 4/ 1991 extending the option to Junuary 25, 1992. A true
and correct copy of the Agreement of June 4, 1991/ is attached
hereto, made a part hereof and marked Exhibit "B".
15. In August, 1991, the option was extended, and the
$10,000 option fee, originally placed in escrow as a part of the
Agreement of January 30, 1990, was paid to the Defendant. Copies
of confirming letters from Steven J. Fishman, Esquire and
Donald R. Detwiler, President of Community Assets, Inc. are
attached hereto, marked Exhibits "C" and "D", and incorporated
herein by reference.
16. The original option was further extended by Addendum
executed on or about January, 1992, by Addendum dated on
November 11, 1992/ by Addendum dated July 9, 1993, by Addendum
dated April 13/ 1994, by Addendum dated October 20, 1994, by
Addendum dated March 17/ 1995, by Addendum dated September 25,
1995 and finally, by final Addendum dated June 11, 1996,
extending the option to October 31, 1996.
17. The extension of March 17, 1995, a true and correct
copy of which is attached hereto, made a part hereof and marked
Exhibit "E", effectuated a forfeiture of all funds previously
paid to Defendant. In addition to the $10,000 remitted in
August, 1991, Community Assets, Inc. had paid Defendant $5,000 on
or about July 20, 1992/ $5/463 on or about July 25, 1993, and
$5/000 on or about July 18/ 1994.
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18. Additional payments in extension of the option in the
amount of $5,000 each were made to Defendant on or about
November 6, 1995 and on or about June 4, 1996.
19. During the negotiation of the aforesaid extensions of
the original Agreement, neither John DeRemer nor DeRemer &
Spencer Realtors were involved in any manner whatsoever. During
the term of those extension negotiations Plaintiff sent three or
four letters to the Defendant but was not involved in the
negotiations nor in regard to the various governmental approvals
being sought by Community Assets, Inc. After April, 1991,
Plaintiff provided no assistance to Defendant.
20. Attached hereto, made a part hereof and marked
Exhibit "F" is the final option extension dated June 11/ 1996.
As the attached Addendum provides, the Agreement originally
entered between Defendant and Community Assets, Inc. on
December 30/ 1990/ had changed dramatically in during the course
of the six years. Both the Defendant and Community Assets, Inc.
had expended considerable sums in regard to the proposed
development of the property.
21. On or about the Fall of 1993, Community Assets, Inc.
advised Defendant that it had involved an individual named Edward
Drogaris to assist it and as a potential partner in the proposed
project. However, Defendant never entered any agreement which
incorporated Edward or any other prospective purchaser in any of
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the extensions entered with CommUniL'l Assets, Inc., nor were any
of the Agreements signed.
22. Community Assets, Inc. was unable to secure financing
to complete the purchase and the final extension expired without
exercise of the option on October 31/ 1996,
23. Thereafter, Donald R. Detwiler, President of Community
Assets, Inc. attempted to negotiate a reinstitution and further
extension of the Option and assignment of the Option to
Developers 1000/ Inc. which was submitted to Defendant's
attorney, Robert R. Black, on or about December 9, 1996 and
forwarded to Defendant. Defendant refused to renew the option
with Community Assets, Inc.
24. On January 7, 1997, Community Assets, Inc. and the
Defendant executed a final release document, a true and correct
copy of which is attached hereto, made a part hereof and marked
Exhibit "G". The Defendant retained all payments tendered, in
the total amount of $35,463. No further consideration was paid
by either party to the other.
25. All dealings on the proposed sale of the premises by
the Defendant to Community Assets, Inc., the potential buyer
procured by DeRemer & Spencer Realtors, ended without conveyance
of the real estate to Community Assets.
26. The Defendant admits an obligation to DeRemer & Spencer
Realtors, or its assigns, in the amount of twenty (20%) percent
of the original $10/000 option price, the total sum of $2,000.
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27. The two additional $5/000 payments which were
referenced in the Agreement of December 30 1990/ Paragraph 3,
were never paid. The payments received by the Defendant pursuant
to the various extensions are as stated in this New Matter.
28. On January 13, 1997/ Defendant entered an Option
Agreement with Developers 1000, Inc., a true and correct copy of
which is attached hereto, made a part hereof, and marked
Exhibit "H".
29. On or about March 4/ 1997, Century 21 Associate: Hooke,
Coon & Diehl, sent a letter to Robert R. Black, Esquire, attorney
for the Defendant, claiming a real estate commission, a true and
correct copy of which letter and forwarding letter to the
Defendant, are attached hereto, made a part hereof and marked
Exhibit "I".
30. Agreement of January 13/ 1997/ Exhibit "H", expired on
March 15, 1997 without the option being exercised.
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31. After the expiration of the initial option between the
Defendant and Developers 1000/ Inc., Developers 1000 sought,
through series of telephone calls, correspondence and other
negotiations to reinstate the option.
32. During the course of these negotiations the Defendant,
as a result of the letter from Century 21, Exhibit "I", sought
further clarification whether Community Assets, Inc. was in any
way a party to the transaction.
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33. Defendant and Developers 1000 entered a Reinstatement
and Extension of the Option Agreement of January 13/ 1997/ a true
and correct copy of which is attached hereto, made a part hereof
and marked Exhibit "J" which Agreement confirms Community Assets
was not involved in the transaction.
34. In further consideration for the reinstatement and
extension of that Option Agreement the sum of $10,000 was paid to
the Defendant as provided in Paragraph 2 thereof.
35. A few days before entry of the Reinstatement and
Extension Agreement the Defendant was advised, by virtue of a
letter from the attorney for Developers 1000/ Inc., Matthew G.
Gunthrap, Esquire, Appel & Yost LLP, that the interest of
Developers 1000, Inc. that the option would probably be assigned
to the COC Limited Partnership. A copy of Attorney Gunthrap's
letter of December 9, 1997 is attached hereto, made a part hereof
and marked Exhibit "K".
36. On February 5/ 1998, Developers 1000, Inc. exercised
its option under the Agreement of December 12/ 1997. A copy of
the exercise of the option is attached hereto, made a part hereof
and marked Exhibit "L". The Defendant was advised that the
rights of Developers 1000 were ultimately assigned to COC
Associates and settlement was completed on April 8 1998.
37. Defendant had no dealings with Donald R. Detwiler or
Community Assets, Inc., in regard to the Option Agreement with
Developers 1000/ Inc. or the reinstatement and extension of that
-8-
m
REALTOR'
I'ENNSYI.\'^NI^ ^SSO('l,\TlON 01' RE^I.JORS"
Thb rOl'nt rrfflntnlrndrd MInd IlrrTfnrd fllr, hill nnl rnhlcrrd In, II'll' h) ",('mht,,, or lhr I'rnn\)lunhl ^'"odAllnn or REAI.TORS
SEHER'S CJ.OSINC; COSTS
ESTIMATED
RE PROPERTY: 14.24 acres between Franklin & North \..est Streets
SETI'J.EMENT DATE: to be determined SALE PRICE $ 489,000.00
2. Preparation of ileed
$
300.00
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12.J7/ljQu -/;;,/ f"
J. A~ents Fee
$
Char~es ~ II ',".1, ('",,-;.
39,00p.,OO
3. Transfer Tax
$
4,890.00
4. Tax Adjustmenls (+/-)
(n) School
(h) County
(c) Municipnlily
(d)
(c)
$
$
$
$
$
5. l.ienahle Hems (+/-) c.g, wnler. sewer. condo/nssocintions
~) $
(h) $
6. Mortgage Placement Fee
$
7. Wood-Infestation Report
$
8. Municipal Certification
$
9. Settlement Fee
$
10. Notary Fees
$ ...,.., .., ".------
II. Survey _.. ,...".... ..
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$ ..,-..._---,--
12.
$_......, -----.,--
ADDENDUM 'IO OPTION AGREEMENT
The following provisions are intended to supplement and are hereby
incorpcrated by reference into the provisions of the Option Agreement in
("Agreement") executed January 30, 1990, by and between James S. Hall
("Optionor") and Corrmunity Assets, Inc. ("Optionee") as modified by certain
Addendums executed October 11, 1990 and April 25, 1991. To the extent any
provisions of the agreement and the prior addenda shall conflict wich the
terms hereof, the provisions of this addendum shall control.
-- 1. Optionor hereby grants Optionee an extension cer:ninating
midnight August 25, 1991 for Optionee to exercise the option to purchase in
accordance with the said Option Agreement. Provided, further that in the
event such Option is exercised during the option extension period, final
closing shall take place no later than thirty (30) days from the date of
exercise of such option.
2. In the event Optionee shall fail to exercise the option to
purchase on or before the extended option date hereinabove related, Optionee
shall have the right to further extend the option period to midnight January
25, 1992 upon provicUL~g Optionor written notice on or before August 25, 1991
of Optionee's intent to so extend the option period,
3. Upon Optionee's exercise of the ftL""ther right to extend the
option period to January 25, 1992, with final closing to occur no rrore than 30
days from the date of exercise of said option, Optionor shall have the right
to withdraw as a fee for granting such extension the sum of $10,000 from the
escrow account held by Farmers Trust Conpany under terms of the original
Option Agreement. The balance therein shall be retained in said account. In
the event the option is exerciSed and closing occurs within the time period
herein provided, the $10,000 paid to Optionor shall not be credited to the
purchase price.
IN WIWESS WHEREOF, Optionor and Optionee, intending~ be legally
bound hereby have executed this l>.ddendurn as of the if' day of ItW, 1991.
WIWESSES:
a~
?Li1'~L
-
/1R--~ cJ4i
~ S. Hall
By :p~~) ,
Donald R. Detwiler, President
ATl'EST:
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Community
l1~~tS. inc.
ADDENDUM TO OPTION AGREEMENT
OF JANUARY 30, 1990 AND
ADDENDUM OPTION AGREEMENT
OF APRIL 13, 1994
A Purchase of the Property, upon exercise of the Option, shall be in accordance with
the following tenns and conditions.
1. The Purchase Price of the lots shall be Three-'lbousand Four Hundred Forty-
Four ($3,444.00) Dollars per lot for all lots purchased. The Purchase Price for
the lots shall be payable by check, at each settlement, to the title company or
settlement attorney. The Buyer will pay in the fonn of an option, $22.98 per
lot per month, as an inducement to the SeUer to keep the price of lots sold In
the future at $3,444.00 per lot.
2. The Purchaser must purchase a minimum of thirty-six (36) lots at the first
closing. Subsequent closings shall be for not less than the following inC'ements
of lots:
a. Phase 2 (36 units)
b. Phase 3 (36 units)
c. Phase 4 (34 units)
A copy of a Phase Map is attached hereto as Exhibit A
4. Time of Settlements.
a. Settlements under this Contract shall be held according to the following
minimum schedule (collectively, the "Settlement Dates"; (i) the initial
settlement (r~nitial Settlement") shall consist of Phase 1 (36 units) and
shall OCCUr within thirty (30) days after.....
D. The Optionor hereby grants an extension terminating midnight, October 31, 19% for
Optionee to exercise the option to purchase in accordance with the Option
Agreement. Provided further that in the event such option is exercised during the
option extension period, final closing shall take place no later than thirty (30) days
from the date of exercise of such option.
It is agreed that Optionee shall pay the sum of Ave-Thousand ($5000.00) Dollars to
Optionor as consideration for the extension, such $5000.00 to be C'edited toward the
purchase price of the subject property.
lWENTYSIX BETHLEHEM PlAZA · BETHLEHEM. PENNSYLVANIA 0 215,865,6052
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AGREEMENT OF RELEASE
\&')
ID
,
1ft
AGREEi"ffiNT made and entered into this 7 day of January, 1997, by and
between JAMES S, HALL. hereinafter ("HALL") of 1071 Rockledge Drive, Carlisle,
Pennsylvania, and COl'.-lMVNITY ASSETS, INC., hereinafter ("CAr') of26 Bethlehem
Plaza, Bethlehem, Pennsylvania.
'WITNESSETH:
WHEREAS, the parties hereto entered into a certai.n Option Agreement dated
Janua.'Y 30, 1990, together with a number of Addendwns to such agreemem; !llld
WHEREAS, the parties hereto desire to finally tenninate said Option Agreement
and said Addendums thereto.
NOW1 THEREFORE, for and in consideration of tbe mutual covenants herein
contained, for other good and valuable consideration and illtendins to be legally lxllU1d
hereby. the parties hereto agree as follows: '
1. The foregoing paragraphs are incorporated herein by ref:!rence thereto.
2. HALL and CAr mutually agree that the original Option dated January 30,
1990, together with nl1 of the Addendums thereto be and hereby is telIllinated.
3. The parties hereto do unconditionally IIIld irrevocably release, discharge,
aequit and forever release the other from all actions, causes of actions, suits, debts,
liabilities, contracts, obligations, controversies, judgments, execurion>, claims, nnd
demands, both in law and equity, as they may have against each other, whether asserted
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OPTION AGHEEMENT
. {jJ:. AlA. I
Madc as ~)fthis thet3 day of _j~l{0"fL{I_, 1997 by alld between JAMES S.
IlALL, presenlly of 1071 Rockledge Drive, Carlisle, I'A ("Oplionm") and DEVELOPERS 1000,
INC., dlbla Concord Conslruction and Development COlnpany, presently uf)) Nurth lvlurket
Street, Lancaster, I' A 1760J ("Optionee").
B a c k l! I:Q1llll\
Oplionor owns real properl)' real property localed illlhe Dorough of Carlisle alld North
Middleton Township, Cumberland Counly, Pellnsylvania containing approximately 14.24 acres and
being furl her dcseribed in the deed therefor recorded inlhe Offiee of the I~ecunler of Deeds for
. Cumberland County in Deed Book "X", Vol. 25, Page 119 (Ihe "I'roperly") and in Exhibi( "A"
hereto. Tht: Properly is the subject ofa preliminarily approved subdivisiun plan (I he "l'lan") from
Ihe applicable planning coml11issioll(s) for a four phase lownhouse dcvelopmcnl comprised of olle
hundred fOlly-two (1'12) 1I1lits (Ihe "Subdivision"), \\"ilh phase I having lhirty.six (J6) lots and
phases II thought IV collecti\'ely eOlllaining one hundred six (106) lots, the I'lun approval having
been ohlained ~~ a prior oplionee._ A copy oflhe preliminary plan is allached hereto as Exhibit
!IA." .--..-----... "-,. .-.--
NO W, TIIEREI'ORE, the parties, inlending to be legally bound, and fur other good and
valuahlc consideration, hercb)' agree as follows:
I. l1ackl!round. The foregoing background is incorporated herein by reference.
2. Grant of Optioll. III exehangc for a payment of Onc ($1,00) Dollur, and other good and
valuable consideration, the receipt and sufficiency of which Optionor hereby acknowledges,
Optiollor hercby irrevocably grants to the Optionee the exclusive oJllion to purchase the Propcrty
fromthc Optionor up/'lnthe terms set forth herein,
3, Thrill. The option shall continue in clTectunlil l\.[mch IS, 1997 and shall expire if not
exercised before Midllighlldareh 15, ! 997.
4. Exercise nfOlllion,
(a) The Opliollee llIay exercise the option granted hercin at any timc dming its term
and prior to expiration by providing to Optionor wrillennl1tice of sllch exercise by first c1,ISS
mailing, fedeml express or eOlllparabk delivery service, of facsinIiIc reprodllction, Wilh excreise
being.errective onlhe dale and time or receipt by Optionor of snch exercise.
.(b) Upon Optionee's exercise or the option, Selllement for the purchase by Optionce
of the Properly shall be held wilhin sixty (60) days thereai"ler at sllch lime and place within the
greater Ilarrisbmg melropolilan area as the Oplionee shall designate. which dcsignation shall be
comnlU1licated to Optionor not later than ten (10) days prior to the dalc of Sclllemcnl.
E X}\lr9! r 11
.'
.
S. D!rchasc Price. Upon Optioncc's exercise of lhe option, the purchasc price 10 be paid by
Oplionce as buycr of the Property shall be Scvenllundred Thousand ($700,000,00) Dollars 10 be
paid as follows:
(iI) ^t Selllel1lent, Optionce shall pay to Optionor the Sllln of Three Ilundred
Thousand ($300.000.00) Dollars in cash, by wire transfer, or by title agency chcek.
(b) The Optionee shall pay to Optionor the balance of Ihe pl1l'chase price,
being Four Ilundred Thousand ($'100,000.00) Dollars, withoul intcrcst. in one hundred six (106)
equal payments uf $3.773.59. cach such paYl11cntlo bc made upon Oplionee's sale of lots within
phases IIlhrough IV oCthe Subdivision at sclt!ell1enl thcrefor; provided, however, Ihat any unpaid
balance of the purchase price shall be payable in full upon demand of Ihe Optionor at any time after
_ February 28, 200<1.
(c) Optionee's obligation to pay the balance of Ihe pl1l'chase price shall be (i)
without recol1l'se, (ii) evidenced by a nonrecourse 11l0rtgage note in the l1I'iginal principal anlount of
$1100,000 (the "Note"), and (iii) secured under the terl11s of a l1lortgage upon phases II though IV to
be execuled and delivered by Optionor to Optionee at Sellkment (the "i'vlortgage"). The Note shall
be nonrecoursc, wilh Opti,'nor to look solely to the Mortgage and the Property tor payment thereof
inlhe event ofOplionec's d<:i"aull. In addition, in accordance wilh Oplionee's anticipation of the
requirel11cnts of ils knder, the t\'lortgagc and Nole shall be subordinate inlicn and paYl11entto all
development, purchase money, and construction financing (and thc morlga~'~s and SC1;urity
instrul11ents relaling theretc) provided by Optionce's lendcr 01' kndcrs; provided, howe"er, II..lt
such financing shall permit pa)'lllentto thc Oplionor as 10ls arc sold within phases II through IV so
long as Optionee is not in del~mllumkr stich financing. FurthernlOrc, as Optionee makes each
payment requircd \nll1<:r the Nute at sclllcmenl for its sale oflhe 10ls within phascs II through IV,
the Optionor shall relcasc each such lot from the licn of the Mortgage in cxchange for such
payments, The Note and r....lortgage shall also contain the tcrms sct forlh hcrein and such other
lerms as the Optionor shall reasonably require. Optionor sh.1I1 enter into a subordination
agrecment with Optionee's dcvclopmcnt, purchase money, and construclionlenders containing the
tcrms herein sell'orlh and other usual and customary terms rcasonably acccplable to such Icnders
ant! to Optionor,
6, Title. ^I SCllkment, tilk 10 tile Propcrly (and all Phases) shall bc uood and marketable,
frec ami clear of all liens al\ll encumbrances bnt subject to existing \\,,111 riuhts, cascmenls of record
or visible upon inspection, building amI use rcstrietions to Ihc extent such restrictions do not
interferc with Optionec's intemled use uf the Propert~'. as shown in (ile l'lan, zoning and land
subdivision rcgulations, encroachmcn(s o\'er boundaries lines or within the legal riuhl or ways of
public highways, and title shall be insurablc al regular ratcs by a reputable title insurance company
authorized to du busincss inl'cnnsylv,mia, If Optionor is unable 10 deliver title to the ProperlY as
provided herein and as reprcscntcd by him, Oplionee may take such litle as Op<illlllJr can give, with
title dcfects thai can bc curcd by the paymcnl of money in a liquidaled :Hnounl, ror example
mortgages and taxcs. to bc paid \1ul or thc purchase price payable at Settlement, but otherwise
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wilhout nllY dirlliI1lllioll of lhe Purchase Price or Oplionee may declare the Agreement nullnnd void.
7. The SCljmJ1lli(. At Selllelllelll for Ihe Properly:
(a) Fonnallender of deed and pUrcha~e money will he waived.
(h) Really trnnsfer laxes shall be divided eCJunlly betweell Oplionor and Oplionee.
Currenl real eSlille laxes proraled 011 a fise,ll year (wilh bnd assessIllent beillg allocaled on a per
ncre bnsis) basis and sClI'er nnd waler renls will be npporlioned ns of the dale of SelCleIllent.
Municipal i1SSCSSIIIcnls levied nner Ihe dale of exercise of Ihe oplion nnd prior 10 Selllement will be
the respollsibilily of the Optionee.
(c) Oplionor shall execUle nlld deliver 10 Oplionec a deed, prepnred by Optionee al
its expellse, duly aekllowledged nllhe expense of Opliollor. which deed shall COli lain a special
wnrrnnty cunveying lille as Ilercill sel forlh.
8. ['eliding SelllelJlenl.
(n) Pending Selllelllenl Oplionor shall benr the risk of loss with respecl 10 Ihe
Properly nnd illlhe evenl of daIllilge Opliollee may neceptlhe Pruperly "as is" or Oplionee IIIny
tenninnle this Agreement.
(h) Pelldillg expirnlion Oflhe optioll orlinal Sctllemcnl, Ihe O:'lionee shnll be
perIllilled (0 enter Ihe Propcrly fmllllillle 10 liIlle nl ils 011'11 risk 10 eonduel sllrvcying, tesling,
borings, mHI for olher pnrposes reasollahly illeidentallo ils preparing, subIllilling, alld obtaining
approvnl of Ihe Plall, as IIIay frolll lillle Illlillle be mnended, provided Ihal Oplionee shall indemnify
and hold Optionor hal'lllless It)r and frolll nny nnd nlllinbililY, loss, danHlge and expenses (including
court costs and nllol'l1eys fees) which Oplionor rnny suffer 011 aCCOunt oflhe elllry upon the
Properly or Ihe cOlldncl of any aClivilies Ihcreon by the Oplionee or ils agents prior Iherclo.
(c) Oplitlllce, al ils solc expcnsc, shall bc responsible for oblaining all suhdivision
nnd Inlld use approvals as mc necessary 1'01' COllveyallce of lhe l'ropcrly us provided herennder nnd
Optionee's intelllbluse Ihen:of.
(d) l'endillg Ihc Selllelllell(. Ihe Clplionor ilia)' permit li,rming of Ihe Property by
olhers, provided llmt as snch Selllelnenl <11/ crops will have bcen harvested and all sllch permission
. shilll expire prior 10 such Selllelllcnl.
9. @j!!nlncll!, The oplion provided for lindeI' Ihe lerms hereof is nssigllilble by Oplionee.
10. Reprcscnlillions ~nd WilffiJ!1lics of Oplionor. Oplionor represenls and wnrranls 10
Optionee thaI:
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(a) Optionor holds good and l11arket(lble tille to the Properly, free mill e1ear of all
enclnnbrilnccs, excepl as titlc is describeu othcrwise in pnrag~JtZ11~2:?~D
(b) To Oplionor's bcsl knowlcdgc, ncithcr thc PropcrlY nor ils nsc is inl'iolalion of
any Inws, l11unicipal ordinances, ordcrs or othcr rcquircl11cnts of an)' govel'lllncnlal enlity which
affecl or might affcellhc Propcrty.
(e) The Propcrly is zoncd as scl forlh inlhc zoning ordinancc of Ihc Dorough of
Carlisle, as amcndcd.
(d) Thcrc arc no pending soits aliaII' or in cquity "ffecling the PropCrly, and 10
Optionor's bcst knowlcugc, no such suits arc thrcatencd,
(c) Thcrc arc no pcnding ""U llllsclllcu emincnl uomaill procecuings, appropriations
by lhe filing ofSl"lc Ilighwa)' plalls ill the Recorder's Oniee and no llllconlplicd with order from
any govcrnmcntal cntily to do work or cOITeet cOllditions nrrccling thc Propcrty,
(I) No nsscssl11cnt for any public improvemcnl has been maue againslthc Properly
which remnins unpaid and no work h"s becn commcnced on an)' public improvemenls being
fiilanccu on an (lssessmcnt basis on, mljilcelllto or benefiting the Properly and no noticc or ordcr has
bccn rcccivcd by Optionor rrom an)' govel'lunentill authority requiring the uoing of work or
correction of condilions onlhe Property which has not bccn complied with, other Ihan such work or
assessl11cnts as may bc rcsull rrom lhe Op!ioncc's intended use or the Propcrty anu the Plan ror
which Optionee shall be fully responsible,
(g) The Propcrly is not subjcct 10 any provision containcu on any orficialnwps
mlopted by the lIlunicipnlitics in which thc Property is localed.
(h) The Properly is not subject 10 any transrerable development rights or if so
subjecl, no development rights havc been lransfcrrcd.
(i) The Properly is not in (In Ilistoric(l1 Dislriet.
/
U) To Optionor's actual knowledgc (mId regardless or whethcr the Optionor should
havc known) and i( b~ing understood that the Optionor shall havc no duty to investigalc, lhere (Ire
no laws, ordinnnees, or restrictions, or any changes contcmplated lherein, or any judicial or
administralivc aclioll or (lny actioll by adjacclltlandowners or nalur.11 or arlificial conditions of or
upon the Propcrly that would have an adversc effect on the Propcrty or its value or lhe Optionee's
, inlcndcu use Ihereor.
(k) The Properly is 1I0t subject (0 any le(lse (excepting rights of use by lenant
farmers, which U5C \\'illtermillatc prior to Sellkmenl), oeCllpallCY agrecmclI(, commitmcllt,
obligatioll or agreemellt, illclllding, bllllllltlimitcd (0, allY right of first rcrusnl, redemption righls, or
options to purchase in ravor or a third parly lhal would or could pre\'cn( Oplionor fmm complying
<1
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wilh his obligalions hcreundcr 01' would bind Ihc Oplioncc or Ihc Propcrly subscqucnllo Scttienienl.
(I) No pOlliou of Ihe Properl)' is being IIsed or, 10 Optionor's besl kuowlcdge, at an}'
previous lill1e has h~clI uscd 11)1' thc Producliou, storage, dcposil, 01' disposal of loxic, dangcrous, or
hazarduus substances 01' pOllUl:1I11s, nor hal'e allY such Subslances bcen uscd upon thc ProPCrly.
(III) Thcrc arc nu auol'c ground or buricd or unucrground storagc I<lnks on the
Propcrly wbicll arc suhjeelto the jurisdiclion of lhc Environmental Protcclion Agcncy unucr or Ihc
provisions oflhc COll1prehcnsivc Environmenlal Response, COlnpcnsalion, and Liabilily Act of
1930 and lhc Resourcc ConscrwlIion and Rccovery Ael, as amcnded (01' lhc regulations
promu/galcd lhcrcundcr) or Ihc jurisdiction of thc Penns)'lvania Deparlmcn( of Environll1cnlal
Prolceliollunder or thc provisions of the Sloragc Tank and Spill Prevcnlion Act (01' Ihc rcgulalions
prom,ulgatcd lhcrcundcr).
, (u) Thc Properly has nOI uccn clII'ollcd in .nl}' pmgralll providing lax abalcmcnllhe
bcuclil of which lIlusl be recaplmed and paiu 10 any taxing aUlhority upon sale thcrcof: includiug
but nOllimilcd 10 Ihc program cOlnmonl}' knolVn as "Clcan all(J Grecn."
(0) Optiolior is undcr 110 inslrucliolls or ordcrs fi'oll1 any gOl'cl'l1l1lcnlal body or
aUlhorily or subdivisionlhcrcof 10 makc allY improvclllenls, changcs, allcr,lIious or 10 lake allY olhcr
aclion or lq ccasc doing ,l11Ylhiug whatsoevcr in conllcclionwilh Ihe Propcrl)'.
AlIlhc foregoing reprcscnlalions alld warranlics shall bc true as Oflhc dalc hercofanu al
SClllcmcnl and shall slll'l'ivc SClllenlCUl, 1I0lwilhstandillg c.'\cclIlion aud delivcry of thc deeu 01'
deeds for lhc Propcrty.
II. Possessioll. Optionor shall dcliver solc and cxclusivc posscssionlo Ihe Property 10 the
Oplionce al SCll1clllC1I1.
12. lYu!i.~, NOliccs, c.'\ccpllo thc CXlcllt cxpressly provided olhcrwisc illlhis AlI1ended
Oplion AgrCell1ClIl, shall be lIlade by ccrlificd mail, scnlto:
Oplionnr:
Jalllcs S. 11;111
1071 Roekledge Dril'C
Carlisle,PA 1701]
Oplionec:
Concord Con51ruelion and DevelopllIcnl Company
Attcntion: Ed 1'. Drog~ris
33 Nonh 1\.larkcl Strcct
L,me:isler. i' A 17603
olher.
Or 10 sHch olher place :is (he p;lI'lics flOln lime 10 lilllC shall direcl!>y \\Tillcllnolice to the
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LAW OffiCES
LANDIS BLACK ~ SCHORPP
30 SOUTH "^NOYER STREET
C^RLI5LE, PENNSYLV^NI^ 17013
'.
RODERT R, BI/\CK
EOWMu> I.. SCIIORI'JI
TELEPHONE 17171 243-3727
J. BOYD I/\NDIS
1Il):1tl.I')Ml
)OSEPII ). MciNTOSH
11940-19121
March 5, 1997
Mr. James S. Hall
1071 Rocklcdge Drive
Carlisle, PA ]7013
RE: Commission Letter
Dear Jim:
We are enclosing commission letter received from Century 21 for your
infonnation.
Very truly yours,
{Pd'~
Robert R. Black
RRB:skg
Enclosure
I, -- 2_
, ,
REINSTATEMENT AND EXTENSION OF OPTION AGREEMENT
,~
Made as of this the ("l- day of Decembcr, 1997 by and bctwecn JAMES S. HALL, presently of 1071
Rockledge Drive, Carlisle, I'A ("Optionor") and DEVELOPERS 1000, INC., d/b/a Concord Construction and
Development Company, presently of 33 North Market Street, Lancaster, PA 17603 ("Optionee").
Ilack~round
The parties hereto arc parties to an Option Agreement dated January 13, 1997, a true and correct copy of
which is attached hereto as Exhibit "A" (the "Option Agreement"). The parties wish to reinstate the Option
Agreement and provide a period during which the option therein contained may be exercised.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:
I. Reil/slalcmcnl. The Option Agreemcnt is hereby reinstated and restated in its cntirety, as amended
hereby.
2. Paymcl/I. Substantially eontemporaneously with execution and delivery hereof by Optionor,
Optionee shall pay Optionor the sum ofTen Thousand ($10,000.00) Dollars by good check (the "Supplemental
Payment"). If the Optionee exercised the option. the Supplcmental Payment shall be applied toward, and reduce,
the cash portion of the purchase price payable in accordance with paragraph 5(01). If the Optionee does not
exercise the option prior to its expiration, the Optionor shall be permitted to retain the Supplemental Payment.
3. Term. Paragraph 3 of the Option Agreement is amended to read in full as follows:
"3. Thr!!l. The option shall continue in efTect until the date that is sixty (60) days anel' the date
hereof and shall expire if not exercised on or before such date."
4, Credil TOlVard Purchase Pricc ofSupplcmel/lal Paymcnl. Paragraph 5(01) of the Option Agreement is
hereby amended to read in full as follows:
"7(a) At Settlement, Optionee shall pay to Optionor the sum of Two Hundred Ninety Thousand
($290,000.00) Dollars, and shall receive credit toward payment of the purchase price for the Supplemental
Payment. "
5. CcrlificaliOI/. Optionee hereby certifies to Optionor that neither Community Assets, Inc. nor Donald
Detwilerhold any interest in Developers 1000, Inc., all the shares of which are held by Ed P. Drogaris.
[n Witness Whereof, the parties have executed this Option Agreement as of the day and year first
above written.
Witnes~ fL()RJl
~PUO~/!JI
mes S. Hall
Optionce:
By:
~x fJ I B /1 \I
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I.AW OFFICES
ApPEl. & YOST LLP
T. ROUERTS APPEL,II
HARRY 0. YOST
JAMES W. APPEL
JOHN l.. SAMPSON
KENNETH H. HOWARD
WILLIAM n. W~iEATLY
WILLIAM J. CASSIDY. JR.
GRETA R, AU\.
MATTHEW G. GUNTHARP
JULIA G. VANASSE
E\.AINE 0. uaOI.NIK
DAVIO W. MERSK Y
THIRTY.THReE NORTH DUKE STREET
LANCASTER. PENNSYLVANIA 17602
RODERTS n, APPEL ,(IOJ;t,IOotn
RALPH W, EOV,Jn. (l1M1'KNWf)
Mr.RnIL\. L. HASSEL (1IMH012)
OFFICE AT NEW HO\.LAND, P^
'_12 EAST MAIN STnEET
(711)J54.4117
OFFICE AT STRASBURG, PA
JO EAST MAIN 5TRE!:T
(717HI87.7871
OFFICE AT QUARRVVII.LE, PA
207 EAST STATE STREET
(717) 708.3172
OFFICE AT EPHRATA, PI\
123 EAST MAIN STREET
(717) 733.2104
J
"
(717}394.D521
FAX (717) Zg9.07DI
December 9, 1997
OF COUNSEL
PAUL F.Mc.KINSEY
J.MARJ.JNSHREJNER
Robert R. Black, Esquire
Landis. Black & Sehorpp
36 South Hanover Street
Carlisle, P A 17013
RE: James Hall/Ed Drogaris
Dear Mr. Black:
I am enclosing three copies of the extension agreement I faxed to you yesterday. Please have
Mr. Hall sign all three copies and let me know when he has done so. Then, Ed Drogaris will come to
your office to sign the agreement and drop off the $10,000 check. Ed has been out of lawn working on
other projects, making it difficult for me to get him to sign first. Actually, this way Ed may be able to
sign the extension agreement in your office and then sign and deliver the commitment letter to the bank
on the same day.
As promised, f am enclosing a copy of the bank's commitment letter. As I explained on the
telephone, Ed has proposed to the bank using a limited partnership to be the owner and developer of the
project. That is why the commitment is addressed to "COC Limited Partnership." We are in the process
of forming both the partnership and the corporate general partner, "COC, Inc." As you can see from the
guaranty provisions, Ed Drogaris and his wife, as the sole shareholders of cae, Inc" will be the
guarantors. cae, fnc, and the Drogarises will hold approximately 70% of the interests in the
partnership.
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Please notice that the commitment must be accepted by December 12. Therefore, it would be
helpful to us if Mr, Hall could sign the extension agreement promptly.
Very truly yours,
~~
Matthew G. Guntharp
cc: Ed P. Drogaris
Debra K. Newhouse
f:j f)l~ I J \')C I;
. . I .
Februllry 5, 1998
33 North Market Street
Lancaster, PennsylvanIa 17603
James S. Hall
1071 Roekledge Drive
Carlisle, PA 17013
u U rur /) ( G- (* I
fY1 (} j;' l-
Robert R. Black, Esquire
Landis & Black
36 South Hanover Street
Carlisle, PA 17013
Gentlemen:
In accordance with the Option Agreement between Developers 1000, Inc. and James S.
Hall dated January 13, 1997, which was extended by agreement dated December 12,
1997 (collectively the "Agreement"), Developers 1000, Inc. hereby exercises the option
granted in the Agreement. As provided in the Agreement, Settlement will be held within
sixty days after the date of this letter. We will notifY you of the time and place for
Settlement as soon as we have a settlement dale.
You will recall that $400,000 of the purchase priee is to be paid under the tenus of a
mortgage note and secured by a mortgage upon the property. I will ask my attorney to
prepare a draft of a mortgage note and mortgage for your review. We will also provide
you with a copy of the subordination agreement contemplated by the Agreement when
we obtain a draft from our lender.
By:
Title:
Cc: Matt Guntharp
Appel & Yost
CONCORD CONSTRUCTION AND DEVELOPMENT COMPANY
OFFICE - 717-299-7080 FAX _ 717-299-1883
----"'" l, IJ
fXNI(3lj L
JOHN R. DeREMER, rm..
Pldintiff
IN TilE COURT OF COMMON PLEAS OF
ClJr~[JERLAND COUNTY / PENNSYLVANIA
~H-350l CIVIL TERM
VD.
JAMES S. HALL,
,JURY TRIAL DEMANDED
Defendant
CERTIPICATE OP SERVICE
AND NOW, this 27th day of August, 1998, 1/ Dale F. Shughart,
Jr., Esquire, attorney for James S. Hall, hereby certify that I
have served a copy of the Answer and New Matter on John DeRemer
by hand delivering a copy of the same to the offices of Broujos &
Gilroy, P. C. / 4 North Hanover Street / Carlisle, PA 17013.
02h!&J57)j~
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