HomeMy WebLinkAbout00-06041
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SEP () 1 2000tfO
SEES-THE-DAY
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNA.
v.
JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES
No. P'V- {,O'i/ ~ /~
CIVIL ACTION- EQUITY
ORDER
AND NOW, this _ day of
, 2000, upon consideration of the
Plaintiff's Complaint for Declaratory Relief and Special Injunction, it is hereby ordered that
I. Defendants are restrained from taking any action to interfere with the Plaintiff s use
and enjoyment of the premises located at Units No. 96 and 98, Rear 320 Bridge Street, New
Cumberland, Pennsylvania until further order of the court.
2. A hearing on Plaintiff's Complaint shall be conducted in Courtroom
Cumberland County Court House, Carlisle, Pennsylvania on the
day of
,2000.
3. Plaintiff shall cause a copy oftms order to be served on Defendants.
By the Court,
J.
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SEES-THE-DAY,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
NO. {}-1J. {.O4/ ~ T'~
-JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES,
Defendants
CIVIL ACTION - EQUITY
NOTICE TO DEFEND
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 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 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 TffiS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Court Administrator
Cumberland County Courthouse
One Courthouse Square
Carlisle, PA 17013
717-240-6200
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SEES-THE-DAY,
Plaintiff
vs.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. (J-o.t.04/ ~ lib-
JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES,
Defendants
CIVIL ACTION - EQUITY
COMPLAINT FOR DECLARATORY RELIEF AND SPECIAL INJUNCTION
TO THE HONORABLE, THE JUDGES OF SAID COURT:
Plaintiff, Sees-the-Day, brings this Complaint against Jean O. Dorsey and Dennis G. Dorsey,
Defendants, and thereupon complain and say:
I. Plaintiff, Sees-the- Day, is a business operating its activities at Rear 320 Bridge Street,
Units #96 and #98, New Cumberland, Pennsylvania, 17070.
2. Defendants,Jean O. Dorsey and Dennis G. Dorsey, are adult individuals residing at
322 West Green Street, Shiremanstown, Cumberland County, Pennsylvania, 17011-6521.
3. On July 1, 2000, Plaintiff executed a lease with Dorsey-Maxton Associates for
property located at Rear 320 Bridge Street, Units #96 and #98, New Cumberland, Pennsylvania,
17070. The lease was executed by Glenda K. Maxton, general partner of Dorsey-Maxton
Associates. A copy of said lease is attached hereto as Exhibit "A".
4. At the time the lease was entered into, the legal title to the property was held by
Dorsey-Maxton Associates.
5. Dorsey-Maxton Associates is a partnership under the laws of the Commonwealth of
Pennsylvania and was fonned in 1991. A copy of the partnership agreement is attached hereto as
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Exhibit "B". The General Partners of Dorsey-Maxton Associates are Glenda K. Maxton (50%),
Defendant Jean O. Dorsey (25%) and Defendant Dennis G. Dorsey (25%).
6. On or about July 12, 2000, an Order was entered by the Honorable 1. Wesley Oler
vesting legal ownership of the leased areas to Defendants pursuant to their purchase of Rear 320
Bridge Street, New Cumberland, Pennsylvania, at a sheriff sale in December 1999. A copy of said
Order of Court is attached hereto as Exhibit "C".
7. The Order by the Honorable 1. Wesley Oler was based on an adjudication of a petition
to set aside the sheriff sale filed by Glenda K. Maxton.
8. Plaintiff has now been informed Defendants intend to change the locks on the leased
areas on September 1, 2000, and that Defendants do not acknowledge the executed lease.
9. Plaintiff uses the leased areas to provide residential living quarters for in-house
counseling of patients undergoing chemical dependency treatment.
10. PlaintifPs patients have their own personal belongings within the leased areas and will
have no immediate place to reside and continue to receive counseling if the locks are changed.
11. Plaintiff seeks relief in the form of a special injunction to prevent immediate injury to
its patients which shall occur if they are locked out of their living quarters with no place to live.
12. Plaintiff avers that the lease is valid and Defendants are violating said lease based on
the following:
a) Plaintiff knew Dorsey-Maxton Associates was the legal owner ofthe
premises at the time the lease was executed;
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b) Plaintiff believed that Glenda K. Maxton, general partner of Dorsey -
Maxton Associates, had actual and/or apparent authority to execute
the lease;
c) Plaintiff believes the lease was executed at a fair market rental and as
an arms length transaction; and
d) Plaintiff believes that Glenda K. Maxton was acting in the best
interests of Dorsey-Maxton Associates when the lease was executed.
13. Plaintiff will suffer irreparable harm as its patients will be removed from their living
quarters, the patients' treatment and curriculae will be interrupted, and their strict treatment routine
will be disturbed resulting in a threat to the patients' rehabilitation and existence of Plaintiff's business.
14. Defendants' proposed actions are not supported by the law and said proposed wrong
of the Defendants is manifest.
15. Greater injury would result to Plaintiff than Defendants due to the following:
a) Defendants shall receive the fair rental value of the leased property;
b) Refusal to honor the lease shall jeopardize Plaintiff's business; and
c) Plaintiff's patients shall go through a traumatic experience which could
cause a relapse to the chemical dependency they are being treated for.
16. Plaintiff's remedy at law is inadequate under the circumstances.
17. Common equitable considerations warrant the issuance of a special injunction as
Plaintiffbelieves the law supports its position which would make Defendants' proposed actions illegal.
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18. Issuance of an injunction would maintain the parties to their status quo as it
immediately exists prior to the proposed wrongful conduct which could result in a disruptive scenario.
19. Plaintiffhas been informed that Defendants are not going to halt their proposed actions
on Friday, September I, 2000, even after Defendants were advised through counsel that substantial
legal questions exist over whether the lease is valid.
WHEREFORE, Plaintiff prays:
1. That process may issue against the said Defendants, Jean O. Dorsey and Dennis G.
Dorsey, requiring them to appear and make answer to this complaint and to abide by the decree of
the court;
2. That the court declare the property to be held by Defendants subject to the lease
executed between Sees-the Day and Dorsey-Maxton Associates.
3. That an and immediate injunction may issue, preliminary until hearing, restraining the
said Defendants from changing the locks and allowing Plaintiff peaceable and quiet enjoyment of the
leased premises; and
4. That ~uch other and further equitable relief be granted the Plaintiff as the case may
require and as the Court may deem proper.
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Dated:
)..000
By:
Respectfully submitted,
KANE AND MACKIN, LLP
~~,\~
Michael J. Kane, Esquire
AttorneyIDNo.46215
3300 Trindle Road
Camp Hill, PA 17011
(717) 214-3700
Counsel for Plaintiff
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David Dunkel
717-600-8202
717 214 3703
,
Au~ 31 0010l:27p
Kane and Mackin
V criflcation
I, b tti/ I to I) 0".; t(.~..---, on behalf ofplaintiff, hereby verify on personal knowledge
and upon infonnalion and beJjeftbat the infonnation contained in the averments in this complaint are
true and correct.
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.r Signalure and Title
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PARTNERSHIP AGREEKENT
THIS AGREEMENT, made and entered into in Harrisburg,
Pennsylvania , effective as of the
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day of November,
1991, by and between JEAN DORSEY and GARY DORSEY,
-AND-
GLENDA MAXTON, hereinafter collectively referred to as
"Partners" and individually as "Partner".
WHEREAS, the parties hereto have agreed to form this
partnership, as hereinafter set forth, and have agreed that
it is in their best interest that this Partnership Agreement
be written
so that the arrangements concerning the
operations of the partnership and the Partners 1 interest
herein be reduced to writing.
NOW, THEREFORE, in consideration of these promises, the
mutual promises of the parties and other good and valuable
consideration,
the receipt and sufficiency of which is
mutually acknowledged and intending to be legally bound
hereby, it is covenanted and agreed by the parties as
follows:
EXHIBIT. "A"
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ARTICLE I
Name and Place of Business
l.l Name:
The parties do hereby form a partnership
entity under the name of DORSEY/MAXTON ASSOCIATES, to carry
on the business of owning, leasing, managing and improving
real estate and to engage in such other business enterprises
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as from time to time might be agreed upon by and among the
Partners.
'1. 2 Off ice:
The office of the partnership shall be
located at 322 W. Green Street, Shiremanstown, Pennsylvania
17011', or at such other place as otherwise agreed upon by
the Partners.
'1.3 Partnership Duties:
Each of the parties hereby
shall diligently employ himself in the business of the
partn!Orship and be faithful to the other Partners in all
transactions relating to the partnership, and give, wherever
required,
a true account of all business transactions
arising out of or connected with the partnership business.
That amount of time which shall be devoted by each Partner
to the partnership shall be mutually agreed upon by the
parties hereto, acknowledging that each Partner has business
interests other than his interests in this partnership. No
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Partner shall, without the written consent of other parties,
employ either the capital or credit of the partnership in
any qther than partnership business.
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1.4 Competition:
Each Partner may have other business
interests and may engage in any other business or trade,
profession or emploYl1\ent whatsoever, for his own account,
and shall not be required to devote his entire time to the
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business of the partnership.
.1.5 Term:
The term of the partnership shall be from
the date of execution of this Agreement, and shall continue
until terminated as hereinafter provided.
1. 6 The Accountinq Period:
The fiscal year of the
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partnership shall be the calendar year, that is, it shall
commence on January I,
and shall end December 3l.
1.7 Partnership Books and Records:
Books and records
of the partnership shall be kept at the business office of
the partnership and shall, at all time, be open to the
inspection of any Partner.
Every Partner shall cause to be
enter~d upon said books, a true and just account of all his
dealil1gs, receipts and expenditures for and on behalf of
said partnership.
loa Accountinq: Regular and accurate accounting shall
be made of the partnership business.'
A true statement of
condition and result of operation shall be prepared by the
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partnership's accountant, as soon as possible after the end
of tqe fiscal year, and will be made available to all
Partners.
Financial statements shall be prepared other than
the end of the fiscal year, if decided upon by all of the
Partners.
1. 9 Salaries:
Neither Partner shall receive any
salary for service rendered to the partnership.
Each
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Partn~r may, from time to time, withdraw the credit balance
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in his income account.
1.lO Interest:
No interest shall be paid on the
initial contributions to the capital of the partnership or
on any subsequent contributions of capital.
loll Authoritv of Partners:
subject to the provisions
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of Article II below, no Partner shall compromise or release
debts except upon full payment thereof, engage in any
unusu~l transactions, make any contracts for the partnership
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accouryt, use the partnership's name, credit or property for
,
otherjthan partnership purposes, sign or endorse negotiable
paper~ in the partnership name,
buy property in the
partnership name, sell partnership property, sign options,
deeds, mortgages and/or notes, or otherwise engage in any
activity by which the interests of the partnership shall be
impaired or prejudiced.
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1.12 Execution of Documents:
All deeds, mortgages,
notes, option leases or other conveyances must be signed by
all 'Partners.
Only one Partner need sign any business
prOPerty lease on behalf of the partnership.
1.13 Title to Partnership Real and Personal Property:
Title to all property owned by the partnership, both real
and 'personal,
shall be in the name of Dorsey/Maxton
Assocr:iates.
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ARTICLE II
Operation of Partnership Business
2.1 Vote:
Each Partner shall have the right to one
(1 )
vote.
Any action taken under this Partnership
Agreement, any action relating to the operation of the
part~ership business, any changes or amendments of any terms
or cqnditions of this Partnership Agreement or any purchase
or salle of partnership property shall require an' affirmative
vote lof all Partners.
Once made, no Partner shall do any
,
act <;:ontrary to a decision made in accordance with this
paragraph.
2.2 Limited Authority of Partner:
Any Partner, on
behalf of the partnership, may purchase supplies, and all
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other items necessary to conduct the partnership business
and :enter into contracts on behalf of the partnership,
subj'Tct to the limitation that he cannot, without prior
cons~nt of the other Partners, do so for an amount in excess
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of Two Hundred and 00/100 Dollars ($200.00)
2.3 Indemni tv of Partnership:
The partnership shall
indemnify any of the Partners or he was or is a party or is
it thre~tened to be made a party to any threatened, pending or
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completed action,
suit or proceeding,
whether civil,
crimi':nal, administrative or investigative, as a result of
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his J;>eing a Partner in the partnership against expenses,
judgm'ent, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit. or proceeding, if he acted in good faith and in a
manneF he reasonably believed to be in or not opposed to the
best ~nterests of the partnership, and with respect to any
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criminal action or proceeding, had no reasonable cause to
belieye
his
was
unlawful;
except
that no
conduct
indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been adjudged
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to be; liable for gross neglect or willful misconduct in the
perfo~ance of his duty to the partnership.
otherwise, the
terrninat{on of any action, suit or proceeding by judgment,
order, . settlement, conviction, or upon a plea of nolo
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contepdere or its equivalent, shall not, of itself, create'a
presumption that the Partner did not act in good faith and
in a i manner which he reasonably believed to be in or not
opposed to the best interests of the partnership, and with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Expenses
incurj:"ed in defending a civil or criminal action, suit or
proceeding, may be paid by the partnership in advance of the
final, disposition of such action, suit or proceeding, upon
receipt of any undertaking by or on behalf of the Partner to
repay! such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the partnership as
authorized in this Article.
ARTICLE III
profits and/or Losses, withdraws and Contribution
To capital
~.l Capital Contribution: The original capital of the
partnership shall consist of One Hundred Forty Thousand
Dollars ($140,OOO.oO) contributed in equal parts by the
Partners, reflective of the fifty (50%) investment of each.
3.2 Future Capital contributions:
If at any time or
times hereafter, the Partners should determine that further
capital is required in the interest of the partnership and
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that ,the capital of the partnership should be increased, the
additional capital shall be contributed by the Partners in
theiri respective percentages set forth, fifty percent (50%)
each.:
No interest shall be paid on the initial or on any
subsequent contributions to the capital of the partnership.
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p.3 Profits
and
Losses:
Each Partner shares
part~ership profits and/or losses including, but not limited
to, 'the profit andlor loss arising in the sale of
partn:ership property shall be as follows:
Gary Dorsey and Jean Dorsey 50%
Glenda Maxton 50%
Gary Dorsey and Jean Dorsey shall own. their
fifty! percent (50%) of the partnership as tenants by the
3.3.a.
,
entir~ties.
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~.4 Reallocation of Retirinq Partners' Interest: Upon
the }etirement or death of a Partner, the percentage
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inter~st of the retiring or deceased Partner as concerns in
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partn+rship profits or losses shall be reallocated among the
remairying Partners in the same proportion that ~ach of the
remaining Partners' percentage points bears to the total
perceDtage points of all the remaining Partners.
:j.5 Draws:
Withdraws, to be chargeable against the
Partn~rs drawing from the account, shall be allowable up to
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the percentage of capital contribution of the individual
PartIi1er.
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Under no circumstance shall a Partner be entitled
to withdraw of other than that withdraw specified herein.
!3.6 Loans
In Lieu of contribution to Capital:
Notwithstanding the provisions of Article III, Paragraph
3.2 above, to the contrary, and any Partner, with the
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cons~nt of the others, may loan funds to the partnership in
lieu of making capital contributions thereto.
In this
even'l' the following will apply:
The Partners shall, by
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mutu~l consent,
decide upon the amount of said loan,
inte:qest to be paid, if any, and the terms of repayment.
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Once !decided, the terms and conditions of said loan shall be
incorporated into a Promissory Note, personally executed by
all p~rtners and delivered to the lending Partner.
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',3.7 Remainino Credit:
p~ny credit remaining on the
individual income accounts at the end of each calendar year
shall! not be transferred to the individual capital accounts
of tpe respective Partners,
but shall remain in the
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indiv~dual income accounts of the Partners.
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~.8 Administration of the Partnership:
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Bank Accounts:
The partnership shall maintain a
bank ~ccount or bank accounts in such bank or banks as may
be determined by the Partners; checks shall be drawn on the
partn~rship bank account and deposits and withdraws in any
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partn~rship savings account for partnership purposes upon
the signature of Glenda Maxton and Jean Dorsey.
3.9 Capital Accounts:
A separate capital account
shall' be maintained for each Partner.
Neither Partner shall
withd~aw any part of his capital account.
If the capital
accoupt of a Partner becomes impaired,
his share of
subsequent partnership profits shall be first credited to
his c,apital account until that account has been restored,
before such profits are credited to his income account.
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3.10 Income Accounts:
!
A separate income account shall
be maintained for each Partner.
The net profits and losses
of t~e partnership shall be divided and borne equally
,
betwe~n the Partners.
Partnership profits and losses shall
be charged or credited to the separate income account of
each Partner.
If a Partner has no credit balance in his
incom~ account, losses shall be charged to his capital
accoul'}t.
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3.l1 Passive Losses/Passive Gains:
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Passive losses and
passi\je gains shall be charged equally to the Partners'
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capital accounts.
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~.12 Gross Rental Account:
A portion of the gross
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renta~ property income equal to the monthly mortgage
paymerit, taxes, water, sewer, electric, trash collection,
,
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rnainteinance and any other period expenses will be deposited
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in an account at a bank agreed to by the Partners, under the
,
name of Dorsey/Maxton Associates
and checks for said
expenses will be signed by Glenda Maxton and Jean Dorsey.
,3.13 Manaqement:
The management and conduct of the
business shall be vested in all Partners equally. All
deci~ions effecting the policy and management of the
part~ership, inclUding the drawing accounts and compensation
of P\"rtnership, and the control, employment, compensation
I: and qischarge of employees shall be made on behalf of the
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partn:ership by the Partners. Except as provided in
Paragraph 3.8, no Partner, shall, on behalf of the
partn~rship, borrow or lend money or make delivery, accept
or endorse any conunercial paper, or execute any mortgage
secur~ty agreement, bond or lease or purchase or contract to
purch~se any property for the partnership, or sell or
contr~ct to sell any property of the partnership, without
the consent of the Partners.
3. 14 Termination of Partnership:
The partnership may
be dissolved at any time by agreement of the Partners, in
which. event, the Partners shall proceed with reasonable
promp~ness to sell the real and personal property owned by
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the ~artnership and to liquidate its business. The
partn~rship shall be dissolved also by the sale of all real
prope:r:;ty owned by it.
Upon dissolution, the assets of the
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partn(=rship business shall be used and distributed in the
following order: (a) to payor provide for the payment of
all Rartnership liabilities and liquidating expenses and
oblig~tions; (b) to equalize the Partners' income accounts;
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(c) to discharge the balance of the Partners' income
accounts; (d) to equalize the Partners I capital accounts;
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and (Ie) to discharge the balance of the Partners I capital
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13. 15 Retirement/Withdraw: (a) Notice, Purchase
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option. No Partner may retire or withdraw from the
partn~rship or sell an interest in his share of the
,
partn~rship for a period of five (5) years from the date of
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this il>.greement unless all the Partners agree in writing.
After, five (5) years from the date of this Agreement, any
PartnFr shall have the rIght to retire or withdraw from the
partn~rship at the end of any fiscal year.
,
Written notice
of .infention to retire or withdraw shall be served upon the
otherl Partners at the office of the partnership at least
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three! (3) months before the end of the fiscal' year. The
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retir~ment or withdrawal of any Partner shall have no effect
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upon 'the continuance of the partnership business. The
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remalflng
eithet to
Partners shall have the right of first refusal
purchase the retiring or. withdrawing Partner's
interest in the partnership; approve a third party buyer who
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shal~ be identified by the retiring or withdrawing Partner
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in w'r:-iting including the name of the person to whom he
inte~ds to sell, transfer or dispose of his interest, and
the ~rice and terms of the sale; or if no third party buyer
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is s~itable and approved by the remaining Partners to
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termi'nate and liquidate the partnership business.
If the
remaiining Partners elect to purchase the interest of the
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retiriing Partner, they shall serve notice in writing of such
electiion upon the retiring Partner at the office of the
partn'ership within two (2) months after receipt of his
notic~ of intention to retire. In the event the remaining
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Partn~rs elect to purchase the Partners' interest, the value
of the withdrawing Partner's interest shall be ascertained
,
in acbordance with the provisions of Paragraph 3.l.
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3.16 Appraisal of certain Partnership Properties: 'All
Partn~rship assets shall be valued at book value as
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determined by the accountant regularly employed by the
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partn$rship, except that the appraised value of machinery,
equipment and real property shall be substituted for book
valuej The difference between the total appraised value of
maChi~ery and real property and its total depreciated book
value; shall increase or decrease the Partner's capital
accourits in the proportions of their. interests
in profits
or losses of the partnership specified in Article III. The
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appra,ised value of partnership real estate
shall be
dete~ined as of the date of retirement, withdraw or death
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th~ Partner,
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of
and shall be made by an appraisers elected
by afreement between the continuing Partners and the
withd:.;-awing Partner or the personal representative of the
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deceased Partner.
No value shall be attributed to
partn$rship good will in the appraisal made under this sub-
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3.17 Liquidation:
If the remaining Partners do not
electi to purchase the
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interest of the retiring or
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withdJ;'awing Partner, or no suitable buyer is found, the
partn1rs shall proceed with reasonable promptness to sell
the r$al and personal property owned by the partnership and
to liquidate its business.
The procedure as to liquidation
a~d distribution of the assets of the partnershi? ~usiness
shall !be the same as stated in section 3.14 with reference
,
,
to vo~untary termination.
, .
~.18 Sale of Partnership Interest: No Partner may sell
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or t~ansfer all or any part of his interest in the
partn~rship for a period of five (5)
,
this Algreement, unless all parties agree in writing.
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the event a Partner wishes to withdraw or retire, the
remainling Partners shall have the right of first refusal.
,
years from the date of
If,
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Therea.fter, no Partner shall sell, transfer or otherwise
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dispoi3e of all or any part of his partnership interest
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witho~t first obtaining written approval of the remaining
Partn~rs, including the name of the person to whom he
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intends to sell, transfer, or dispose of his interest, and
the p[rices and terms of any proposed sale. If no suitable
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buyer is found, then the partnership shall proceed under
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Secti,pn 3.19.
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:,l.19 Death:
(a) Purchase Option.
Upon the death of
either Partner, the surviving Partner shall have the right
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to e~ther purchase the interest of the decedent in the
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partn<;!rship or to terminate and liquidate the partnership
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business. If the surviving Partner elects to purchase the
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deced~ntls interest, he shall serve notice in writing of
such ~lection, within three (3) months after the death of
,
the ~~cedent, upon the decedent1.s executor or administrator,
or, if at the time of such election, no legal representative
has b~en appointed, upon anyone of the decedent I s known
legal ,heirs at such heir's last known address.
(b) In the event that the surviving Partners elect
to purchase the deceased Partner's interest, the estate of
the geceased Partner,
or thereafter the beneficiaries
there~f, shall submit to the surviving Partners an offer to
sell ~he deceased Partner's partnership interest, upon such
terms ,and conditions as are acceptable to the estate or the
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beneficiaries.
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If the surviving Partners elect not to
purch~se the tendered partnership interest upon the terms
,
and ponditions submitted, or if negotiated terms and
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conditions of sale are not agreed to within sixty (60) days
,
from the tender to the surviving Partners,then the deceased
Partn~r's interest in all the partnership's assets shall be
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value~ by a mutually acceptable appraiser.
In the absence
of
a'jgreement,
the deceased Partner's estate and the
surviving Partners shall each select an appraiser, and the
,
two appraisers so selected shall appoint a third appraiser.
The appraisers so selected shall agree upon the fair market
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valuelof all partnership assets.
Thereafter, the value of
all ~artnership liabilities applicable to the partnership
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assetf shall be deducted from the appraised value of the
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assets to reach a - "net value" for the eIit.ire partnership..
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The d1cision of the appraiser or appraisers, as the case may
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be, a~ to the value of the assets of the partnership shall
be co~clusive and binding upon all interested parties. The
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expente of any appraisal conducted hereunder shall be borne
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by th~ partnership.
(c) For purposes of determining the applicable
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partnirshiP liabilities, the latest financial statement for
the partnerShip, adjusted by transactions occurring since
,
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the date of such partnership financial statement, shall be
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binding upon all interested parties.
(d)
a partnership
interest is purchased
If
pursu<;mt to the provisions of this Paragraph 3. 19, the
surviving Partners or Partner acquiring the partnership
,
interkst shall, at the election of the surviving Partners,
make 'payment for the partnership interest either in cash
,
,
withi~ thirty (30) days of a determination of the value of
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the ~artnership interest, or, in four (4) equal annual
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lnsta1lroents, the first such installment to be paid within
thirt{ (30) days from a
the pflrtnership and the
final determination of the value of
remaining installments to be paid
each ?ucceeding year on the anniversary date of payment of
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the first installment.
If the four year pay-out method is
elect~d, the surviving Partner shall pay inL:el.'est at the
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rate ~f the national prime rate of ten percent (10%) on the
total [balance, minus two percent (2%)
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on t1e unpaid principal balance
appli~able year,
or eight percent (8%)
during
remaining
the
said interest to commence with payment of
the fiirst installment.
31.20 Liquidation: If the surviving Partner does not
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elect! to purchase the decedent's
partn~rship, he shall proceed with reasonable pro~ptness to
sell the real and personal property owned by the partnership
17
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and ~o liquidate its business. The surviving Partner and
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the estate of the deceased Partner shall share equally in
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the ~rofits and losses of the business during the period of
,
liqui~ation, except that the decedent's estate shall not be
liabl!e for losses in excess
the ~artnership at the time
of the decedent's interest in
of his death.
No compensation
shalll be paid to the surviving Partner for his services in
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liquipation. Except as otherwise stated in this Agreement,
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the PFocedure for liquidation and distribution of the assets
of the partnership shall be the same as stated in Section
3 14 ' . th
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reference to voluntary termination.
. iI'he Partners,
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repre~entatives,
for
themselves,
their
heirs,
personal
successors and assigns,
hereby agree that
the mFthod of
,
shalll be the
valuing the partnership assets herein provided
s~.le, evclusJ.'~To ;:an" b;l\nJ.'-"n rnc,,7-"pod UDon all
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parti~s and partnership interest, and hereby waive the right
to hJve such asset valuation determined in a court or any
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other I judicial forum.
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p.21 Balance of Individual
Income Accounts:
The
balance in the individual income accounts of a withdrawing
I
or deceased Partner is not to be treated as an obligation of
,
the partnership to the Partner or an obligation of the
Partn~r to the partnership.
Any amount owed, whether to
Partn~r or to partnership, as reflected in the individual
18
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lncome amount of a withdrawing or deceased Partner, shall be
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paid ~ithin thirty (30) days after the draw or death of such
partnler.
,3.22 Expeditious Determination of
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Partn~rs and their assigns and successors
Valuation: The
in interest agree
that 'they will proceed as expeditiously as possible in
,
deter~ining the value of the interest of the withdrawing or
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deceased Partner in accordance with the provision of the
abovel section in this Agreement.
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~.23 Income Tax Incidence of Payments: It is the
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In entlon of the parties that all amounts payable under thls
Articte to a withdrawing Partner or to the successor in
inter~st of a deceased Partner shall constitute payment for
the interest of the Partner and partnership property.
payrneft shall be considered a distribution 'Of partne:cship
!
prope~ty under 739(b) of the Internal Revenue Code to the
extent allowable herein.
,
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1.24 Gains or Losses:
!
Any gain or loss on disposition
of p~rtnership property that is in the process of
,
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liqui1ation shall be credited or charged to the Partners in
!
the proportion of their interest in the partnership. Any
propeJty distributed in kind and/or liquidation shall be
valued and treated as though the property was sold and the
cash proceeds were distributed.
The difference between the
19
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value, of property distributed in kind and its book value
shall[ be treated as a gain or loss on the sale of
,
,
property and shall be credited or charged to the Partners
the droportions of their interest in profits and losses
the
in
as
I
specified above.
have
f.25 Balance Owed
: a debt balance
whether by
By a
Partner:
Should
any Partner
in his
capital
account,
reasor of losses in liquidating partnership assets or
I
othe~ise, the debt balance shall represent an obligation
from ~im to the other Partners, to be paid in cash within
,
thirtr (30)
Partn~rs.
p.26 Arbitration: If any controversy or claim arising
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out o~ this Partnership Agreement cannot be settled by the
days after a written demand by the other
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Partners in accordance with all the terws and provision5 of
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this [Agreement, the controversy of work claim shall be
settl~d by arbitration in accordance with the Rules of the
Arneri~an
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judgm~nt
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Arbitration Association.
Then,
in effect, and
on the award may be entered in
any Court having
juris~iction.
, Assiqnment: This assignment and the rights,
:}.27
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dutie~ and obligations provided hereunder are personal to
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the p;(lrties hereto and no party may assign or delegate any
of the rights, duties and obligations hereunder.
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:).28 Survival: Notwithstanding tennination of the
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partn~rshiP hereunder, this Agreement shall survive for the
,
purpo~e of enforcing the duties and obligations of the
respeltive parties subsequent-to said termination.
~. 29 Notices: Any and all notices or
other
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commu~ications provided for herein shall be given in writing
by re~istered or certified mail, return receipt requested,
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which ISha11 be addressed to a Partner's last and usual place
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of re~idence.
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~.30 Amendments:
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Amendments to the within Partnership
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Agree~ent shall only be made in writing by agreement of all
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the p~rties hereto.
3\.31 Waiver of Breach: The waiver of any Partner of a
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breach of any of the terms or provisions of this Agreement
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at ,any time or times shall not be deemed or ccnstr...=.ed to
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constiitute a waiver of any subsequent breach or breaches by
the Pi"rtner of the same or any of the other terms or
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provisjions of this Agreement at any subsequent time or
times.'
3\.32 Invalid
,
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unenf~rcea l lty
invalidity
Provision:
The
or
any particular provision of
this
of
Agreem~nt shall not effect the other provisions hereof, and
this Agreement shall be construed in all respects as if such
invali~ or unenforceable provisions were omitted.
21
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3.33 Bindinq Effect: This Agreement shall be binding
upon and shall enure to the benefit of the Partners and
thei~ separate respective heirs, personal representatives
and assigns.
,
\3.34 Further Acts and Documents:
The parties hereto
cove1ant and agree that they will execute any further
1
inst~uments and that they will perform any acts which are or
,
,
1
may flecome necessary to effectuate and to carryon the
partn~rship created by this Agreement.
!
13.35 Entire Aqreement: This Agreement constitutes the
'I
entire understanding and agreement between the parties with
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regard to the subject matter hereof and supercedes any and
1
all Qther agreements with regard thereto. This Agreement
,
may b~ amended at any time prior to the death of a Partner
1
by ai written agreement executed by the parties hereto.
,
MOdiffcation or amendment of this Agreement shall be invalid
1
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unlesf the same be in writing and signed by the parties
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heret?
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1.36
accorcling
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Governinq Law:
This Agreement shall be construed
to the laws of the Commonwealth of Pennsylvania.
22
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~N WITNESS WHEREOF, the parties hereby have hereunto
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tthelr hands and seals the day and year first above
set
writti"n.
,
WITNE~S:
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JEAN DORSEY
. YIJ
f1^Y ~~
GARY DORSEY
GLENDA MAXTON
23
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Aug-22-00 01:59P N~w Insights, Inc.
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7173035927
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LEASE AGREEMENT
THIS IS A LEf.'sE.
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,
The Owner's nrme is Dorsev - Maxton Associates.
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The Tenant's name is Sees-the-Day.
Tenant shall rent property from Owners. This property is located at Rear>.'
320 Bridge Str~et. It is (two) units known as Unit 96 and UnIt 98;New '>, .
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Cumberland. PV\ 17070 ("premises"), being the same space that has been eo-
joined as one unit for the past decade, and the same space that uses an
I
address of 'Suite 96' with the US Post Office.
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The lease begi~s on August 1. 2000.
The lease ends ion Julv 31. 2005.
I .,
Owner and Te~ant(s) ('Tenant") agree upon the following tecits i~~ ,',.
conditions: . .
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RENT
, '
1. The rental p'iiyment is $850,00 per month ($10,200 per year, $60,000 in
total). Ten~nt must pay the rent in monthly installments of$850.00, due
on or before: the first day of each month~ There is a $25 late fee if
payment fo~ any month is received after the fifth. Checks are to ,be made
out to Dors~y-Maxton Associates and due at 413 SixteenthBtreet, New
Cumberlanq, Pa. 17070.
. .
;..-:~ -
TERMINATION AND RENEWALS
2, This lease aheement shall automatically terminate at the end of ~he lease
term unless ~oth parties agree in writing prior to the expiration of the
lease term. ft is mutually agreed that tenant may cancel this lease prior to
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7173035927'
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said term bpr giving Owner written notice of at least thirty (30) days prior
to intent to Ivacate. At the expiration of the lease term, Owner reserves .
the right to'! increase the rental amount or alter any portion,of this lease
agreement for any renewals thereafter. Owner also may recover~
possession iat the expiration of the lease term. '. ' . >
UTILITIES
3. Owner and\Tenant agree that the cost of utilities shall be paid asfollows:
UTILITY/SERVICE
I
Heating ~of Premises (Elec.)
Heating iof Water for Premises (Elec.)
Electriciity
Water i
Telephoj1e (optional)
Cable TV Service (optional)
Sewage;
Snow removal
,
Trash '
TO BE PAID BY
Tenant
Tenant
Tenant
Owner
Tenant
Tenant
Owner
Owner
Owner
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and for Unit 9~; the archway is the divide. .,,,,
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USE AND CARE OF PREMISES
4. Care, Tena~t shall use due care in the use of the premises, the appliances
therein, and[all other parts of Owner's or Agent's property. It shall be the
responsibility of the tenant to maintain, at tenant's expense, all applia[Jces
including, b~t not limited to, electric range and refrigerator, andmay .
include dis~washer and garbage disposal. In the event thatanyefthe; .
foregoing a~pliances shall need repaired or replaced, Owner wilKat .d--;
Owner's expense, repair or replace said appliance. Ownershal~-have,fiilI"
discretion a$ to whether any given appliance shall be repaired oc",:; ::'.
replaced. D,amage to appliances due to negligence or abuse will be the:
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responsibiljty of the tenant, and will be determined by a factory-
authorized repair serviceman for that said appliance.
,
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5. Use. Tenapt shall not permit or allow anything to be done or kept upon
or within tl~e unit which will interfere with the rights of th7 othe.r ....
occupants, annoy them with unreasonable noises or otherwise>Tenant
will not cOlhmit or permit any nuisance or commit or allow any. im~o1'al
or illegal adt to be committed within the unit.' ;"::' ?~ '
RULES AND iREGULA nONS CONCERNING USE AND occur ANCY
,
6. Tenant mus,t obey the following regulations in order to stay in the
premIses: :
,
A. No dog" cat or other animal of any kind will be brought, pehnitteclor
; < .
kept in ~he apartments or elsewhere on the Owner's property.-. In .<."
additioq to the penalties contained in this lease, Ownei ma:~l~sesg~a' < :
$50.00 fer month charge against Tenant for any animal found on the
premise~. . . . '. . . . .
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B. Tenant(~) members of his (their) family, his (their) visitors and
servant~ shall not at any time make any noise, do anything or conduct
! . .
themselyes in any way which disturbs any other resident or interferes
with thei rights, comfort, or conveniences of any otherreside!it.
Musicallor sound reproducing instruments or singing'withiIl.;the .'".
apartmept shall be inaudible outside the apartment between 11
o'clock Fach night and 9 o'clock the following mornin.~. :;:~/ (;~'<
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C, No resicjent shall place or permit to be placed or maintained .any < .'.
awning,]screen, shade or blind in or at any window of the ap'artment
without prior consent of the Owner or Agent. Damage to storm doors
and winpows due to negligence will be the responsibility of the
Tenant. I . <
,
D. Tenant ~hall use plumbing and electrical inst.allations only ~q~ their
intendeq purposes and shall be fully responsIble for tl1e'mal,ntenance
of it and for cleaning any stoppages in waste water lines.
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Aug-22-0q ,02:00P New Insights, Inc.
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E. Maximrm occupancy: No more than 1 person(s) will be permitted to .'
occupy,this apartment(s). The units(s) were once known as 96 and 98" .
and ha\fe been co-joined as one. .
F. Tenant agrees to use due care in the use of the leased premises,
includi~g the appliances therein, together with all other parts of the
leased Rremises. Tenant shall be responsible to pay for repairs with
respect [to the appliances and all other parts of the leas!,:d premises
that areinecessitated by any lack of care on the part of Tenant or .
members of Tenant's family or Tenant's visitors. In the ev~~t tha!--; .'
any appjliances must be replaced, Tenant shall give noHce to,0WIitii'
and Owiner shall be responsible to replace the appliance within a ..
reasonable time after said notice.
!
G, Tenant is required to use the security systems, if any, which Owner
has instiuled on the leased premises. Tenant shaH not deactivate or
disconnfct any such system or any part thereof, at any time.
,
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H. Any wiJ!ldow or other glass broken during the term ofthis lease shall
be the r~sponsibility of Tenant. '.
,
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Hallwa)(s, walkways, stairs, storage areas, landings arident~aYs.~5. ,
shall be lused only for access to and from the apartment, shaH :not be'
used fori play areas, and shall be kept clear of bicycles, waste . ',.
, . .
receptaqles, and other articles at all times. . .
J. All trash and rubbish is to be placed in plastic bags inside the
Dumpsth provided by the Owner. All debris, rubbish and trash must
be place~ in proper containers.
K. Tenants I shall keep the apartments in good and sanitar~ con?ition.....
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L. Tenant ~hall not change locks or install additional lockS, wIihout t~e:
written ~onsent of Owner. '. . .
" '
M. Tenant i~ not permitted to use or store any kerosene or space heaters
in the a~artment.
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RIGHTS AND RESPONSIBILITIES
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7. Damage bv\ Fire. If the unit is damaged by fire or other casualty, Owner
shall repairiwithin a reasonable time and rent shall continue unless the
casualty re*ders the unit unlivable, in which case this lease shall
terminate apd Tenant, upon payment of all rent to the date the unit is
surrendered, shall not be liable for any further rent. If only a portion of
the unit is r~ndered untenantable, the Tenant may, with the mutual
agreement ?fthe Owner, alternatively choose to continuein poSsession
and shall th~reupon be entitled to a pro rata reduction in the amount of.-
rent. The election to proceed under this alternative shall not oe.-a:wai,yer .
of Tenant'sl right to terminate if repairs are not made within ninety (90) : .
days. :
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8. Property Damage and Personal Iniurv. Tenant agrees that Owner shall
not be liabl~ for property damage or personal injury occurring in the unit
or elsewherp on the property unless the damage or injury results directly
from Owner's negligence.
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,
9. Right of Entrv. Owner, or any person authorized by Owner, shin have
I _. .
the ~ght to fDter the unit at reas~nable times to in~pect, repl~c~ ~~ . >~ ._'
apphances fS needed, make repalfS, and, after Dohee of tepnmatlon 15:'/': _.'
given, to shpw the unit to prospective tenants. Owner shall gi~e'Temifiti-
notice of his or their intention to enter and estimate of entry time needed.
However, nbtification shall not be necessary in case of emergency.
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SECURITY DEPOSIT
IO.Tenant agrees to pay as security deposit the amount of Five Hundred-:
Dollars ($5(])O.OO). The security deposit shall be held by Owner~ . ~.,
security for !the payment of any rents and other amounts du~ fr~~' T en*t_
to Owner, frilr the Tenant's performance of this lease and against any'. .'
damages to ~he premises or Owner's property caused by Tenant; :Tenant's
family, other occupants or guest. Following the termination of this lease,
Owner shal~ return the security deposit, less any deductions from it on
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account of ;unounts owed by Tenant for these units 96 and 98 to Owner
. ,
by check p*yable to all persons signing this lease, Tenant must furnish a
mailing adqress in writing within twenty (20) days after removal from the
unit. OtherFise, the security deposit may not be returned,
M1SCELLANEOUS
~-:-.:
II.Declaration of Governing Laws. This lease shall be governed by,
construed ard enforced in accordance with the laws of the . '.
Commonw~alth of Pennsylvania.
12.Assigning Jnd Subletting. Tenant may assign this lease, or sublet all or
any one of~he units with Owner's consent. ..,
I
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13.Entire Arrre'ement and Modification. This lease contains the entire
agreement t?etween the parties and any eXecutory agreem~J?-ts ~e.r.fafte.l;:<
made shall pe ineffective to change, modify or discharge this Hj~e inc~:'
whole or inlpart, unless such executory agreement is in writing'and '.
signed by t~e parties against whom enforcement of the lease, ....
modificatio~ or discharge is sought.
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14.Lease Binding Upon Heirs. Executors. Administrators. Successors. and
Assigns. T1~e term "Tenant" used herein shall refer collectively to all
persons naill.ed above, and signing this lease as Tenant. The lia1:>ility of
each such phson shall be joint and several. Each tenant shall be
responsible jfor the full rental payment. Notice given by Owner to any'
person nam~d as Tenant or by any such person to Owner,shan~b'ind all-:
persons sigtj.ing this lease as Tenant. The term "Tenant" shall also reter "
I . ,
to any pers9ns named as heirs, executors, administrators, succe'ssbrs, of'
the respectiye partied hereto as if they were in every case riamedand . .
expressed. i
15. Severabilityl. If any provision of this lease shall be declared invalid or
unenforcea~le, the remaining provisions of this lease shall continue in
full force anH effect.
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IN WlTNIESS WHEREOF, the parties hereto, intending to be legally
bound her~by, have hereunto set their hands and seals the date and year
first above written.
Date:
TENANT:
Name:
David Dunkle, owner Sees-the-Day
OWNER:
Name: ~~_ ~~
Partner, Dorsey-Maxton Associates
Date: I: \-00
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PNC BANK, NATlONAL :
ASSOCIATION, I
SUCCESSOR BY !
MERGER TO Cetfm
BANK, N.A.,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYL VANIA
v.
CIVIL ACTION - LAW
JEAN o. DORSEY,
DENNIS G. DORSEY
,
AND GLENDA K;
IV1AXTON, i
INDIVIDUALL Y ~ND
AS CO-PARTNERS
D/B/A DORSEY/ I
MAXTON ASSO<pATES,:
Defendants!
NO. 99-4269 CIVIL TERM
,
,
I ORDER OF COURT
AND NO'\\j> this \:2.llday of July, 2000, upon consideration of the Petition To Set
Aside Sheriffs Stile of Real Estate filed on behalf of Glenda K. Maxton, and of the
,
Answer to petitio4 To Set Aside Sheriffs Sale of Real Estate filed on behalf of Jean O.
I
Dorsey and Denni~ G. Dorsey, and following a hearing at which Glenda K. Maxton was
represented by crtg A. Diehl, Esq., and Jean O. Dorseyand Dennis g. Dorsey were
!
represented by Michael S. Travis, Esq., the petition to set aside the Sheriffs sale is
!
denied.
i
NOTHING 'IN THIS ORDER is intended to represent a finding as to the proper
distribution of partnership proceeds of the sale.
- I
T~E ~py FROM ijECORD
:0 T~Jm.."'f'iY Wi'l6rect, I hsre linto set my r,aoo
dfld too ~I of S<:lid C. ft at c.r~;;.;e. Pa
Thl /.:l day 01 .~
BY THE COURT,
Prothonotarjl
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SEP 0 1 200riP
SEES-THE-DAY
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNA.
v.
JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES
No. ()v, ~Olf/ ~ fA-
CIVIL ACTION- EQUITY
ORDER
AND NOW, this _ day of
,2000, upon consideration of the
Plaintiff s Complaint for Declaratory Relief and Special Injunction, it is hereby ordered that
1. Defendants are restrained from taking any action to interfere with the Plaintiff s use
and enjoyment ofthe premises located at Units No. 96 and 98, Rear 320 Bridge Street, New
Cumberland, Pennsylvania until further order of the court.
2. A hearing on Plaintiffs Complaint shall be conducted in Courtroom
Cumberland County Court House, Carlisle, Pennsylvania on the
day of
,2000.
3. Plaintiff shall cause a copy of this order to be served on Defendants.
By the Court,
J.
SEP 0 1 2000W
SEES- THE-DAY
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNA.
v.
JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES
No. 61)-/Po'fr ~'fI..<..-
CIVIL ACTION- EQUITY
ORDER
AND NOW, this _ day of
,2000, upon consideration of the
Plaintiff s Complaint for Declaratory Relief and Special Injunction, it is hereby ordered that
1. Defendants are restrained from taking any action to interfere with the Plaintiff s use
and enjoyment of the premises located at Units No. 96 and 98, Rear 320 Bridge Street, New
Cumberland, Pennsylvania until further order of the court.
2. A hearing on Plaintiff's Complaint shall be conducted in Courtroom
Cumberland County Court House, Carlisle, Pennsylvania on the
day of
,2000.
3. Plaintiff shall cause a copy of this order to be served on Defendants.
By the Court,
J.
SEP 01 2000tfl
SEES-THE-DAY
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNA.
v.
JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES
No. 01.?- (.O'fl ~ T;.--
CIVIL ACTION- EQUITY
ORDER
AND NOW, this _ day of
,2000, upon consideration of the
Plaintiff's Complaint for Declaratory Relief and Special Injunction, it is hereby ordered that
1. Defendants are restrained from taking any action to interfere with the Plaintiff's use
and enjoyment of the premises located at Units No. 96 and 98, Rear 320 Bridge Street, New
Cumberland, Pennsylvania until further order of the court.
2. A hearing on Plaintiff's Complaint shall be conducted in Courtroom
Cumberland County Court House, Carlisle, Pennsylvania on the
day of
,2000.
3. Plaintiff shall cause a copy of this order to be served on Defendants.
By the Court,
J.
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SEES-THE-DAY,
Plaintiff
IN THE COuRT OF COMMON PLEAS OF
CUMBERLAND COlJNTY, PENNSYLVANIA
vs.
JEAN O. DORSEY,
DENNIS G. DORSEY, and
DORSEY-MAXTON
ASSOCIATES,
Defendants
NO. 00-6041 Eqnity Term
CIVIL ACTION - EQUITY
DISCONTINUANCE
TO THE HONORABLE, THE JUDGES OF SAID COURT:
Pursuant to Pennsylvania Rule of Civil Procedure 229, Plaintiff, Sees-the-Day, hereby
discontinues the above-action as to all defendants.
Respectfully submitted,
KANE AND MACKIN, LLP
Dated: ~ '7,' l()oO
/
By:
\il~c..Q ~t~
Michael J. Kane, Esquire
Attorney ill No. 46215
3300 Toodle Road
Camp Hill, PA 17011
(717) 214-3700
Counsel for Plaintiff
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