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GULF LIMITED PARTNERSHIP, : IN THE COURT OF COMMON PLEAS
Plaintiff : OF CUMBERLAND COUNTY
V. : CIVIL ACTION - LAW c?
J. WAYNE MAJOR, individually and NO. 00 -1/-?? d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims
set forth in the following pages, you must take action within twenty (20) days after this 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 THIS 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.
CUMBERLAND COUNTY BAR ASSOCIATION
2 Liberty Avenue
Carlisle, PA 17013
1-800-990-91
.i. 1
I t
Charles J. Ferry, Esquire
Attorney I.D. No. 32088
Michael W. Winfield, Esquire
Attorney I.D. No. 72680
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
GULF LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. "- 76 97 0 u;d Tu
COMPLAINT
1. Plaintiff is Gulf Oil Limited Partnership ("Gulf'), a Delaware Limited
Partnership with its principal place of business located at 90 Everett Avenue, Chelsea,
Massachusetts.
2. Defendant is J. Wayne Major ("Defendant Major"), an adult individual
formerly doing business as Super Car Wash, with a last known business address of 5148 East
Trindle Road, Mechanicsburg, Pennsylvania, and a last known residence located at 113 Juniper
Drive, Mechanicsburg, Pennsylvania.
353710.1
t t
3. Defendant Jul-Way Enterprises, Inc., ("Jul-Way") is a Pennsylvania
Corporation with a principal place of business located at 5148 East Trindle Road,
Mechanicsburg, Pennsylvania.
4. Defendant J. Wayne Major is, upon information and belief, the Chief
Executive Officer of Jul-Way.
5. At all times relevant hereto, upon information and belief, Jul-Way held
itself out as doing business under the fictitious name of J. Wayne Major, d/b/a Super Car Wash.
6. On or about November 15, 1995, Gulf and J. Wayne Major, individually
and on behalf of Jul-Way, executed a written supply contract, which obligated Major and Jul-
Way to purchase from Gulf a minimum of 600,000 gallons of gasoline per year for a period of
nine (9) years. A true and correct copy of the parties' Agreement is attached hereto as Exhibit
"A" and incorporated by reference.
7. The Agreement also contained an Addendum, which provided that Gulf
would loan $89,707 to Defendants to be used for property improvements ("loan principal"). A
$.018 per gallon surcharge was added to the per gallon purchase price of gasoline so that a
purchase of the minimum number of gallons of gasoline would amortize the loan principal in
full, along with the balance of a previous debt in the amount of $7,193 (which was incorporated
into the Addendum), over the nine (9) year life of the Agreement.
8. Defendants' obligation to repay to Gulf the loan principal of $96,900 was
secured by, inter alia, a Promissory Note executed by Defendant Major. A true and correct copy
of the Promissory Note is attached hereto as Exhibit "B" and incorporated by reference.
9. Defendants' obligation to repay to Gulf the loan principal of $96,900, and
to fulfill its purchase obligations under the Agreement, were further secured by a Guaranty
executed by Defendant Major. A true and correct copy of the Guaranty is attached hereto as
Exhibit "C" and incorporated by reference.
10. Defendants have failed to meet any of the annual minimum purchase
requirements under the Agreement, having purchased only 1,405,989 gallons since the
Agreement's execution in 1995; the last purchase having been made on or about February 1,
1999.
11. Defendants have failed to pay in full for all gallons of gasoline actually
purchased, still owing Gulf $970.57 for past purchases.
12. Defendants' breach of the contractual obligation to purchase a minimum
number of gallons of gasoline, and failure to pay in full for all gallons actually purchased, has
resulted in a default of the loan principal repayment obligations to Gulf, thereby rendering
immediately due and payable the entire balance of the debt.
13. The unpaid balance of the loan principal, exclusive of interest and costs, is
$71,892.19.
14. On March 28, 2000, Gulf made written demand upon Defendants for
payment in the amount of $72,896.71 which was the sum of the unpaid balance of the loan
principal (exclusive of interest, costs of collection, etc.), and the amounts due and owing for
gasoline actually purchased. A true and correct copy of Gulf's demand letter is attached hereto
as Exhibit "D" and incorporated by reference.
15. To date, Defendants have failed and/or otherwise refused to make
payment to Gulf of the amounts due and owing.
16. All conditions precedent to Gulf's rights have been satisfied.
COUNTI
BREACH OF CONTRACT
(v. J. Wayne Major & Jul-Way Enterprises, Inc.)
17. Gulf incorporates by reference paragraphs 1 through 16 as those set forth
here at length.
18. Pursuant to the terms of the Agreement, Defendants were required to
purchase a minimum of 5,400,000 gallons of gasoline over a nine (9) year period commencing in
1995, at the rate of 600,000 gallons per year.
19. Defendants have failed to meet the minimum purchase requirements under
the Agreement, resulting in lost profits to Gulf of $79,880.20.
20. Defendants have failed to pay Gulf $970.57 for gallons of gasoline
actually purchased.
21. Defendants have failed to honor their repayment obligation of the loan
principal pursuant to the terms of the Agreement.
22. Defendants' failure to purchase the minimum requirement is a material
breach of contract for which Defendants are liable to Gulf.
23. Defendants' failure to pay Gulf for all gallons of gasoline actually
purchased is a material breach of contract for which Defendants are liable to Gulf.
24. Defendants' failure to honor the repayment obligation is a material breach
of contract for which Defendants are liable to Gulf.
25. Gulf is entitled to damages resulting from Defendants' breaches, including
but not limited to its lost profits on all unpurchased gallons, payment of past due amounts for
gallons purchased, repayment of the unpaid principal loan amount, interest, costs of suit and
attorneys fees.
WHEREFORE, Gulf demands judgment against Defendant Major in an amount in
excess of $152,742.96, along with interest, costs of suit, and attorneys fees as permitted for by
the parties' Agreement and/or under applicable law.
COUNT II
ACTION ON GUARANTY
(v. I Wayne Major)
26. Gulf incorporates by reference paragraphs 1 through 25 as those set forth
here at length.
27. On November 15, 1995, Defendant Major made and delivered a Guaranty
to Gulf, securing his and Jul-Way's performance pursuant to the Agreement to Gulf
28. Defendants have failed to honor their obligations under the Agreement
thereby giving rise to Gulf's rights pursuant to the Guaranty.
29. Pursuant to the Guaranty, Defendant Major is liable to Gulf for all
payments due and owing to satisfy the obligations under the Agreement, including but not
limited to, the unpaid balance of the loan, the unpaid account for gallons of gasoline actually
purchased, and Gulf's lost profits for the unpurchased minimum gallons of gasoline.
WHEREFORE, Gulf demands judgment against Defendant Major on the
Guaranty in an amount in excess of $152,742.96, along with interest, costs of suit, attorneys fees,
and such other costs as deemed reasonable and appropriate by this court.
COUNT III
ACTION ON PROMISSORY NOTE
(v. I Wayne Major)
30. Gulf incorporates by reference paragraphs 1 through 29 as those set forth
here at length.
31. On November 15, 1995, Defendant Major made and delivered to Gulf a
Promissory Note, securing his and Jul-Way's debt of $96,900 to Gulf.
32. By failing to meet the minimum purchase requirement under the
Agreement, Defendants have defaulted on their repayments obligations to Gulf, thereby
rendering immediately due and payable the entire debt secured by the Promissory Note.
33. The amount of the debt still due and owing to Gulf which is secured by the
Promissory Note is $71,892.19.
34. Gulf has made demand for payment pursuant to the Promissory Note, but
Defendant Major has refused to issue any payment to Gulf, giving rise to this cause of action.
WHEREFORE, Gulf demands judgment against Defendant Major in the amount
of $71,892.19, along with interest, costs of suit, attorneys fees, and such other costs as deemed
reasonable and appropriate by this court.
RHOADS&
By: v V UV Charles J. Ferry
Michae W. Winfield
One Sou Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
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VERIFICATION
BRIAN M. SHANNON deposes and says, subject to the penalties of 18 Pa. C.S.
§4904 relating to unworn falsification to authorities, that he is authorized to make this
verification on behalf of Gulf Oil Limited Partnership and that the facts set forth in the
Complaint are true and correct to the best of his knowledge, information and belief.
Date: ! Y6 o v
a41417-
Brian M. Shannon
(gulf/0262/majorxerification)
a.
PRt„ilUCT SALES AGREEMENT (DE&LER)
THIS AGREEMENT, made this _ day of A!16? ? 66fZ- , 19 4.? , by and between
GULF OIL LIMITED PARTNERSHIP a DELAWARE corporation with a
place of business at 90 EVERETT AVENUE, CHELSEA, MA , hereinafter called "Company" and
A aT,•"Vda7r° N[a.1or of Mechanicsburg, PA hereinafter called "Dealer";
ZESSETH:
j 1. PRODUCTS AND QUANTITIES. Company agrees to sell and deliver to Dealer, and Dealer agrees to
purchase and receive in relatively equal deliveries from Company the following products subject to the
minimum annual quantities specified for each:
Premium Gasolines: Unleaded 200.000 gal.; Unleaded 300,000 gal,; U le ded e 100,000 gal.
Diesel Fuel:
gal.; Kerosene
gal.
2. PLACE OF BUSINESS. Company shall be obligated to deliver said products only at Dealer's place of
business situated at 5148 E. Trindle Rd. (Street)
Mechanicsburg (City) PA (State).
3. PRICES. The prices for the products designated above shall be Company's tank wagon prices for each
respective grade of said products in effect at the time of delivery in Company's marketing area in which
Dealer's place of business is located.
4. TAXES. Dealer shall pay or reimburse Company for all gasoline taxes, diesel or special fuel excise taxes,
sales taxes, use taxes, retailer's occupation taxes, inspection fees, gross receipts taxes or any similar impost
levied by federal, state, or local authority upon the transactions covered hereby or measured in any manner
by the sales prices hereunder.
5. TEnIS. Payment shall be made in cash at the time of delivery unless separate arrangements for credit are
extended by Company to Dealer. Company reserves the right to withdraw any such credit at any time and
demand cash payment on delivery. Failure of Dealer to make payment in cash or according to authorized
credit terms shall entitle Company to suspend deliveries as long as Dealer's account remains overdue,
without prejudice to any rights of Company to terminate this Agreement for such breach and/or other breach
by Dealer, as hereinafter provided.
6. DELIVERIES. All products shall be delivered by Company to the above-identified place of business.
Gasolines and diesel fuel shall be delivered in such minimum quantities as Company may from time to time
determine, in its sole discretion, in order to make most efficient use of its delivery vehicles and its storage
equipment upon the premises. Title and risk of loss for all products covered hereby shall pass to Dealer at
the time of delivery in Dealer's storage tank(s). Verification of product quantity and quality shall be the sole
responsibility of Dealer.
7. FORCE \LAJEURE. Company shall be excused for delay or non-performance hereunder if Company shall be
unable to meet the demand for its products with supplies from its normal and usual sources, or if any other
contingency of any nature whatsoever beyond Company's reasonable control shall occur, including, without
limitation, acts of God, fire, unavailability, failure or delay of transportation; labor difficulties of any nature, or
compliance with any governmental order, regulation, recommendation, request or allocation program
(whether voluntary or involuntary). In any such contingency Company shall have the right to curtail
deliveries or allocate its supply of product for sale among all its customers in any mannner which in its sole
discretion is fair, reasonable or required under the circumstances, and Dealer shall not hold Company
responsible in any manner for any losses or damages which Dealer may claim as a result of any such curtail-
ment or allocation by Company. Company shall not be required to make-up any product not so delivered.
?WYWYktlJ.INbWWYIb'14YIIt?J+4sW3laa - - - ' IJ?. c.• '-4?mmutw?+?wurwrw:.?mrn.? '^"uYweNU - ' 'I?s!+r?
8. TRADEMARKS. All produ purchased hereunder shall be resold u r applicable trademarks designated
by the Company. Dealer shau display the identification signs, trademarks, tradenames, and colors, all in
accordance with Company's approved standards. Company reserves the right to change such identification or
standards at any time. Dealer shall not sell any products under Company's trademarks except as authorized
by Company and Dealer shall not mix, blend, dilute or contaminate said products. Company shall have the
right at all times to inspect products in Dealer's possession to determine adherence to quality and
trademark authorizations. Upon the expiration or termination of this Agreement for any reason whatsoever,
Dealer's authorization to use Company's identifying marks shall expire, and Dealer shall return to Company,
at Dealer's expense, all signs, decals and other promotional materials carrying Company's authorized identi-
fying marks. As used herein Company's trademarks include any marks of which Company is licensee.
Company shall have exclusive discretion regarding the display or non-display of its authorized trademarks or
polesigns, buildings, and similar prominent places- on the premises. Company reserves the right to discon-
tinue or change the grade and/or the trademark of any product covered hereby.
9. LEAD-FREE. PRODUCTS. Dealer agrees to comply at all times with Company's established procedures for
controlling the quality of Company's branded lead-free products. Dealer shall indemnify Company against any
penalty, loss, or liability of any nature whatsoever resulting from failure of Dealer to maintain lead-free
specifications of Company's lead free products.
10. DURATION. The period of this Agreement shall be from September 1 19 95
to August 31 xNKy 11 2004and from year to year thereafter unless terminated by
either party at the end of the original term or any subsequent extended term by giving to the other party
not less than ninety (90) days prior written notice thereof.
11. ASSIGNMENT OF CONTRACT. This Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors and assigns, and it shall run with the
land; provided, however, that in the event Dealer transfers its interest hereunder or in the said land
Company may terminate this Agreement, at its election, on ten (10) days written notice.
12. NOTICES. All notices provided for herein shall be considered as properly given if delivered in writing
personally or sent by Registered or Certified Mail.
Notices to Company shall be addressed to Company at:. 90 EVERETT AVENUE, CHELSEA, MA. 02150
Notices to Dealer shall be addressed to Dealer at: 5148 E. Trindle Rd. , Mechanicsburg, PA
13. PRIOR AGREEMENTS. This Agreement cancels and supersedes all prior agreements and understandings
between the parties pertaining to the matters covered herein and there are no other agreements, written or
oral, between the parties pertaining to the subject matter hereof.
14. INDEMNITY. Dealer hereby releases and agrees to indemnify and hold Company harmless from and against
any and all claims, suits, obligations, liabilities and damages including attorney's fees therefor arising out of
any failure by Dealer to perform, fulfill or observe any obligation or liability of Dealer set forth herein or any
negligent act or omission by Dealer or any cause of condition of any kind directly or indirectly related to
Dealer's activities. Dealer hereby releases and agrees to indemnify and hold Company harmless from and
against any claim, loss, damage, injury or liability resulting from or arising out of any petroleum products'
seepage or leakage, fire or explosion at Dealer's place of business including, but not limited to, the storage
tanks, piping and pumps located thereon.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed on the day and year aforesaid.
e,f
°? r1 GULF OIL LIMITED PARTNERSHIP
DEALER:
d/b/a Super Car Wash 1 P
Paul R. l etch
Signed in the presence of:
A D D E N D U M
GULF OIL LIMITED PARTNERSHIP agrees to:
1. Include in this Agreement the unamortized amount of $7,193.00
from the Contract dated September 1, 1988 between Gulf oil
Limited Partnership (formally Cumberland Farms Inc. Gulf Oil
Division) and J. Wayne Major D/B/A Super Car Wash.
2. Provide the sum of Eighty Nine Thousand Seven Hundred and
Seven ($89,707.00) Dollars to be used for property
improvements, including all image labor.
3. Provide all signs allowed by Town.
4. Dealer agrees to sign UCC #1, Security Agreement, Promissory
Note and mortgage Agreement.
5. Pay Dealer a One (.01) Cent E.O.M. (end of month allowance)
on all gallons purchased from Gulf Oil Limited Partnership.
TOTAL COMMITMENT: $96,900.00
A. The total amount of this expenditure will be amortized at
.018 per gallon over a ( 9 ) year period commencing on the
date of this agreement.
B. Dealer agrees to purchase 5,400,000 gallons of gasoline over
such Nine (9) year period to amortize the total expense of
$96,900.00.
C. The total amount will be broken down into nine (9)
installments of $10,766.67 each.
D. Gulf Oil Limited Partnership reserves the right to collect
any unamortized portions of the above expenditure at its sole
discretion.
E. Gulf Oil Limited Partnership reserves the right to demand any
unamortized portions of the above expenditure if Dealer sells
the location or fails to purchase a minimum of 600,000
gallons per annum.
F. If the total amount is not amortized within the nine (9) year
period, Gulf Oil Limited Partnership has the right to demand
any unamortized portions of the Agreement or they may keep
the Agreement in effect until the total amount is amortized.
DEALER: J. Wayne Major
D/B/A/ Super Car Wash
J ayne M jor
DATE: /)o? ?? /9Q5
Witness:
COMPANY: Gulf Oil Limited
Partnership
ul R. W lch
Witness:
Schedule B
PROMISSORY NOTE
$96,900.00 Date:
AFTER DATE, FOR VALUE RECEIVED, the undersigned ("Maker") promises
to pay to the order of Gulf Oil Limited Partnership("Lender"), or any
subsequent holder of this Note (Lender or any subsequent holder of this
Note sometimes being referred to in this Note as "Holder"), at 90
Everett Avenue Chelsea, Massachusetts, or at such other address as
Holder may designate, the principal sum of $96,900.00 or so much
thereof as may be advanced, together with all taxes assessed on said
sum against Holder and together with all costs, expenses, and
attorney's fees incurred by Holder in any proceeding for the collection
of the debt or in any foreclosure or in any litigation or controversy
arising from or connected with this Note or the security agreement or
mortgage securing the same. Maker promises to pay said principal sum
in the following manner:
The principal sum of this note shall be paid at a rate of One and
Eighty Hundreths (.0180) cents per galloii of motor fuel purchased by
maker pursuant to that certain Sales Agreement (Dealer) dated the date
hereof between maker and lender (the"Sales Agreement") , which amount
shall be deducted from, and not paid in addition to, the amount paid
per gallon of motor fuel by maker pursuant to the Sales Agreement and
provided that maker shall purchase no less than the minimum number of
gallons of motor fuel during the time period required by Sales
Agreement.
The final payment of all amounts due and payable under this Note
shall be made no later than the date on which the Sales Agreement
expires or terminates (the "Maturity Date").
Maker may prepay this Note in whole or in part without penalty.
Default in the payment of any obligation due hereunder for a
period of thirty (30) days after any of the same become due and payable
or failure to keep and perform any of the agreements or provisions
contained in the mortgage or security agreement securing this Note for
a period of thirty (30) days after the performance of said agreements
or provisions is due, shall render the whole of this Note immediately
due and payable at the option of Holder.
Maker waives (to the fullest extent allowed by law) all
requirements of diligence in collection, presentment, notice of
nonpayment, protest, notice of protest, suit and all other conditions
precedent in connection with the collection and enforcement of this
Note.
?2)
If this Note is signed by more than one Maker, the obligations
hereunder shall be joint and several. governed by the
The terms and provisions of this Note shall be laws of the State of Pennsylvaina
BY:
Z
witness:
GUARANTY r
In consideration of the sale of petroleum products and the extension of credit by Gulf Oil Limited Partnership, and/or any
subsidiary, division or affiliate thereof, and in consideration of the sum of $1.00 in hand paid to the undersigned, receipt whereof
is hereby acknowledged, the undersigned hereby jointly and severally guarantee(s) the payment of any and all amounts due for
petroleum products heretofore and/or hereafter sold and delivered by Gulf Oil Limited Partnership and/or any subsidiary, divisior
or affiliate thereof (herein referred to in the singular as the "Seller") to Wayrte-S.-Ma Jor
(herein referred to as the "Buyer") with a place of business
as well as the payment or discharge of any and all other indebtedness or obligations whether now or at any time hereafter owing or
unpaid frornEhe above-named Buyer to Seller. If a product agreement has been or will hereafter be executed by the Buyer, the
undersigned'hereby guarantee(s) the performance of all of the terms, covenants and conditions therein.
This; guaranty shall continue in full force and effect until revoked by the undersigned by giving fifteen (15) days' prior notic•
of revocation in writing by registered or certified mail to the Seller at 90; Everett Avenue, Chelsea, Massachusetts 02150. The
liability of the undersigned shall terminate only as to sales made or obligations incurred subsequent to the expiration of said fifteen
(15) day period.
The undersigned hereby authorizes the Seller at any time and from time to time in such manner, or such terms and for suet
time as it deems fit and with or without notice to the undersigned (i) to alter, accelerate, extend or change the provisions of any suet
product agreement, or the period of credit or time or manner for the payment or discharge of any amounts or obligations due to the
Seller, (ii) to release; substitute or add any one or more guarantors, or (iii) to renew or extend any check, note or other obligation
of the Buyer or accept partial payment thereon or settle, release, compound or compromise any of the same and the undersigned
hereby agrees that no such action shall affect in any manner the liability of the undersigned under this guaranty.
The Seller is hereby authorized to proceed against the undersigned under this guaranty without taking any prior action
against the person or the property of the Buyer or any other person, firm or corporation, the undersigned hereby expressly waiving I
any and all suretyship defenses whatsoever. The undersigned waives notice of the acceptance of this guaranty or of the mak=ing of
any sales or granting of any credit pursuant to the within agreement or otherwise and further waives notice of any default, non-
payment, partial payment, presentment, demand, protest, notice of protest and all other notice to which the undersigned might
otherwise be entitled as to any note, draft or other obligation of the Buyer.
Any indebtedness of the Buyer now or hereafter held by the undersigned is hereby subordinated to the indebtedness of the
Buyer to the Seller; and such indebtedness of Buyer to the undersigned shall, at the request of the Seller, be collected, enforced and
received by the undersigned as trustees for the Seller and be paid over to the Seller on account of the indebtedness of Buyer to the
Seller but without reducing or affecting in any manner the liability of the undersigned under the provision of this guaranty. The
undersigned further agrees to. execute such instruments or documents as Seller may request in connection with the enforcement of
the interests of the Seller in any such indebtedness of the Buyer to the undersigned or in connection with the perfection of such
interests as'to any third parties under applicable provisions of law.
The undersigned hereby waive the benefit of all Homestead Exemption Laws.
No exercise, delay in exercising or omission to exercise any of the rights, powers, remedies and discretions of the Seller
under the within named agreement or under this guaranty shall be deemed a waiver thereof.
The terms of the guaranty cannot be changed, modified or discharged except by an agreement in writing signed by the
party against whom such change, modification or discharge is sought. y
This a°reement shall be binding upon the heirs, executors and administrators of the undersigned.
In the event of any default of any nature hereunder Buyer and undersigned jointly and severally agree to pay to Seller all
reasonable attorney's fees, costs and expenses of collection and enforcement which may be incurred by Seller with respect hereto.
Buyer and undersigned agree that this instrument shall be governed by the internal law of the Commonwealth of'tlassachusetts
and consent to theiurisdiction of Massachusetts courts for all actions instituted hereunder.
IN WIT' NESS WHEREOF, the undersigned have set forth their hands and seals.
15 ^ day of /Uco15md,^/T 19 `! Name
Address
N ie
t ?J `ll fi;C !?!4
Address ?/?fts f_.___,/?'ii?/>? /1??? ,
?(-/ ?? :Address
I
GuBf.
Gulf Oil
March 28, 2000 Limited Partnership
Cl( Y Y
- ?- r U
Mr. J. Wayne Major
Jul-Way Enterprises, Inc.
5148 E. Trindle Road
Mechanicsburg, PA 17055
Dear Mr. Major,
Demand is hereby made for immediate payment in full of all indebtedness outstanding to Gulf
Oil Limited Partnership ("Gulf') on the amount still unpaid on the unamortized portion of your
Agreement dated. 11/15/95. It is a condition of the Agreement that demand may be made and the
entire amount, including interest, costs of collection, and reasonable attorney's fees, shall be due
in the event you are in default on any payment.
The net amount due Gulf (trade account and note amortization less security reserve) is seventy
two thousand eight hundred ninety six dollars and 71 cents ($72,896.71). This amount does
not include the above mentioned additional charges.
As you are aware, this indebtedness is secured by a promissory note, UCC-1 financing statement,
and mortgage granted to Gulf from Jul-Way Enterprises and recorded in Book 1292 Page 559, at
the Cumberland County recorder of deeds.
Please contact our office immediately upon receipt of this letter to arrange payment of the
outstanding balance. If we do not hear from you by close of business on April 17, 2000, Gulf will
have to consider any and all available legal remedies.
Sincerely,
Entremont
ing Operations
cc: A. Kuhne
B.Shannon
M. McSweeney
Gulf Oil Building, 90 Everett Avenue, P.O. Box 9151, Chelsea, MA 02150-2337
Telephone(617)889-9000 Fax(617)884-0637
;.
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zAy
PMA
SHERIFF'S RETURN - REGULAR
l
1
CASE NO: 2000-07697 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
GULF LIMITED PARTNERSHIP
VS
WAYNE J ET AL
RICHARD SMITH , Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
J WAYNE
the
DEFENDANT , at 0018:35 HOURS, on the 14th day of November , 2000
at 113 JUNIPER DRIVE
MECHANICSBURG, PA 17055 by handing to
J. WAYNE MAJOR
a true and attested copy of COMPLAINT & NOTICE together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 18.00
Service 6.20
Affidavit .00
Surcharge 10.00
.00
34.20
Sworn and Subscribed to before By:
me this 3Oday of
So Answers:
R. Thomas Kline
11/15/2000
RHOADS &
2 A. D.
Prothonotary
SHERIFF'S RETURN - REGULAR
CASE NO: 2000-07697 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
GULF LIMITED PARTNERSHIP
VS
MAJOR WAYNE J ET AL
RICHARD SMITH
, Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
MAJOR J WAYNE D/B/A SUPER CAR WASH & JUL-WAY ENTERPRISES INC the
DEFENDANT , at 0018:35 HOURS, on the 14th day of November , 2000
at 113 JUNIPER DRIVE
MECHANICSBURG, PA 17055 by handing to
MAJOR J WAYNE
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 6.00
Service .00
Affidavit .00
Surcharge 10.00
.00
16.00
Sworn and Subscribed to before
me this _36 day of
Ilycrv?s? a?i1U A.D.
J T
P othonotary
So Answers:
R. Thomas Kline
11/15/2000
RHOADS & SINON
By:
De uty Sheriff
GULF LIMITED PARTNERSHIP, IN THE COURT OF COMMON PLEAS
Plaintiff OF CUMBERLAND COUNTY
V. CIVIL ACTION - LAW
J. WAYNE MAJOR, individually and NO. 00-7697 Civil Term
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
NOTICE TO PLEAD
TO: Gulf Limited Partnership
c/o Charles J. Ferry, Esquire
Michael W. Winfield, Esquire
Rhoads & Sinon, LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
YOU ARE HEREBY NOTIFIED to plead to the within Answer to Complaint with
New Matter within twenty (20) days from service hereof, or a default judgment may be
entered against you.
WIX, V)fgNGEj1 & WEIDNER
Ateppen J. urap O, Esquire
;Supreme CM I. No. 52653
508 North Second Street
Post Office Box 845
Harrisburg, PA 17108-0845
(717) 234-4182
Date: February A0 , 2001
GULF LIMITED PARTNERSHIP,
Plaintiff
V.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
J. WAYNE MAJOR, individually and NO. 00-7697 Civil Term
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
ANSWER TO COMPLAINT WITH NEW MATTER
AND NOW, come the Defendants, J. Wayne Major ("Major"), individually and
d/b/a Super Car Wash and Jul-Way Enterprises, Inc. ("Jul-Way"), by and through their
attorneys, Wix, Wenger & Weidner and answer the Plaintiff's Complaint as follows:
1. Admitted on information and belief.
2. Admitted.
3. Admitted.
4. Denied. Defendant Major is the President of Jul-Way.
5. Denied. It is specifically denied that Jul-Way held itself out as
doing business under the fictitious name of J. Wayne Major, d/b/a Super Car Wash and
strict proof thereof is demanded at trial.
6. Denied. Plaintiff's Paragraph 6 states a conclusion of law to which
no response is required. To the extent a response is required, it is admitted that Major
executed the Product Sales Agreement (the "Agreement") set forth as Exhibit "A" to
Plaintiff's Complaint. However, it is specifically denied that Major executed the
Agreement on behalf of Jul-Way or that Jul-Way was obligated to purchase any
gasoline from Gulf, and strict proof thereof is demanded at trial. The remaining
provisions of Plaintiff's Paragraph 6 refer to a document which speaks for itself and any
provisions to the contrary are specifically denied.
7. Denied. Plaintiff's Paragraph 7 states conclusions of law to which
no response is required. To the extent a response is required, it is admitted that Major
executed the Addendum set forth as part of Plaintiff's Exhibit "A". The remaining
provisions of Plaintiff's Paragraph 7 refer to a document which speaks for itself and any
averments to the contrary are specifically denied.
8. Admitted in part and denied in part. It is admitted that Major
executed the Promissory Note ("the "Note") set forth as Exhibit "B" of Plaintiff's
Complaint. It is specifically denied that Jul-Way executed or became obligated to repay
Gulf any sum of money under that Note or otherwise and strict proof thereof is
demanded at trial.
9. Admitted in part and denied in part. It is admitted that Major
executed the Guaranty set forth as Exhibit "C" of Plaintiff's Complaint. It is specifically
denied that Jul-Way executed or became obligated under the said Guaranty and strict
proof thereof is demanded at trial.
10. Denied. After reasonable investigation the Defendants are without
sufficient information to form a belief as to the truth of the averments of Plaintiff's
Paragraph 10 and the same is therefore specifically denied.
11. Denied. After reasonable investigation the Defendants are without
sufficient information to form a belief as to the truth of the averments of Plaintiff's
Paragraph 11 and the same is therefore specifically denied.
2
12. Plaintiff's Paragraph 12 states a conclusion of law to which no
response in required. To the extent a response is required, it is specifically denied that
Major has breached the contractual obligations to purchase a minimum numbers of
gallons of gasoline or to pay in full for all gallons actually purchased, or that any such
breaches would result in default of the loan principal repayment or obligations to Gulf
and strict proof thereof is demanded at trial. By way of further answer, it is specific
denied that the entire balance of any debt to Gulf is immediately due and payable from
Major, and strict proof thereof is demanded at trial. By way of further answer, it is
specifically denied that Jul-Way has any contractual obligations to Gulf and strict proof
there of is demanded at trial
13. Denied. After reasonable investigation the Defendants are without
sufficient information to form a belief as to the truth of the averments of Plaintiff's
Paragraph 13 and strict proof thereof is demanded at trial.
14. Admitted in part and denied in part. It is admitted that the letter
dated March 28, 2000 from Gulf Oil Limited Partnership for payment of the sum of
$72,896.71, attached as Exhibit "D" in Plaintiff's, Complaint was sent by Plaintiff to the
Defendants at the address set forth therein. However, it is specifically denied that this
sum is due and owing to Gulf and strict proof thereof is demanded at trial.
15. Denied. It is specifically denied that the Defendants have failed
and/or otherwise refused to make payment to Gulf of amounts due and owing. To the
contrary, payments under the Agreement, the Note and the Guaranty have been made
by Major and strict proof to the contrary is demanded at trial.
3
16. Plaintiff's Paragraph 16 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
all conditions precedent to Gulf's rights have been satisfied and strict proof thereof is
demanded at trial.
COUNT 1 - BREACH OF CONTRACT
(y. J. Wayne Maior & Jul-Way Enterprises.inc.)
17. Defendants incorporate their answers to Paragraphs 1 through 16
above herein by reference as if set forth in full.
18. Plaintiff's Paragraph 18 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
the Defendants were required to purchase a minimum of 5,4000,000 gallons of gasoline
over a nine (9) year period commencing in 1995 or at the rate of 600,000 gallons per
year and strict proof thereof is demanded at trial. By way of further answer, Defendants
incorporate their answers to Plaintiffs 6, 7, 10 and 12 above herein by reference as if set
forth in full.
19. Denied. It is specifically denied that the Defendants have failed to
meet the minimum purchase requirements under the Agreement or that any such failure
has resulted in the loss of profits to Gulf and strict proof thereof is demanded at trial. By
way of further answer, Defendants incorporate their answer to Paragraph 18 above
herein by reference as if set forth in full.
4
20. Denied. It is specifically denied that the Defendants, or either of
them, have failed to pay Gulf $970.57 for gallons of gasoline actually purchased and
strict proof thereof is demanded at trail.
21. Denied. It is specifically denied that the Defendants have failed to
honor any repayment obligation to Gulf and strict proof thereof is demanded at trial.
Buy way of further answer, Defendants incorporate their answers to Paragraphs 7, 8, 9
and 13 above herein by reference as if set forth in full.
22. Plaintiff's Paragraph 22 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
the Defendants have breached any contract for which the Defendants are liable to Gulf
and strict proof thereof is demanded at trial. By way of further answer, Defendants
incorporate their answer to Paragraph 18 above herein by reference as if set forth in full.
23. Plaintiff's Paragraph 23 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
the Defendants have failed to pay Gulf for gallons of gasoline actually purchased or that
the Defendants have breached any contract for which the Defendants are liable to Gulf
and strict proof thereof is demanded at trial. By way of further answer, Defendants
incorporate their answer to Paragraphs 20 above herein by reference as if set forth in
full.
24. Plaintiff's Paragraph 24 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
the Defendants have failed to honor any repayment obligation or that they have
breached any contracts for which the Defendants are liable to Gulf and strict proof
5
thereof is demanded at trial. By way of further answer, Defendants incorporate their
answer to Paragraph 21 above herein by reference as if set forth in full.
25. Plaintiff's Paragraph 25 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
Gulf is entitled to any damages from the Defendants, including any lost profits,
payments of past due amounts for gasoline purchased, repayment of the unpaid
principal loan amount, interests, costs of suit, or attorneys fees and strict proof thereof is
demanded at trial.
WHEREFORE, the Defendants demand that the Count 1 of Plaintiff's Complaint
be dismissed with prejudice.
COUNT II - ACTION ON GUARANTY
N. J. Wayne Maior)
26. Defendants incorporate the answers to Paragraphs 1 through 25
above herein by reference as if set forth in full.
27. Admitted in part and denied in part. It is admitted that Major
executed the Guaranty document set forth in Exhibit "C" to Plaintiff's Complaint. It is
specifically denied that the Guaranty is to secure any obligation of Jul-Way to Gulf. By
way of further answer, it is specifically denied that Jul-Way has any obligation to Gulf
and strict proof is demanded at trial.
28. Denied. It is specifically denied that the Defendants have failed to
honor any obligations to Gulf and strict proof thereof is demanded at trial.
6
29. Plaintiff's Paragraph 29 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
Major is liable to Gulf under the Guaranty for any amounts owing, and strict proof
thereof is demanded at trial. Byway of further answer, the Guaranty is a document
which speaks for itself and any averment to the contrary are specifically denied.
WHEREFORE, Defendant, J. Wayne Major demands that Count If of
Plaintiff's Complaint be dismissed with prejudice.
COUNT 111- ACTION ON PROMISSORY NOTE
(y. J. Wayne Maior)
30. Defendants incorporates the answers set forth in Paragraphs 1
through 29 above herein by reference as if set forth in full.
31. Admitted in part and denied in part. It is admitted that Major made
and delivered to Gulf the Promissory Note identified in Exhibit "B" to Plaintiff's
Complaint. It is specifically denied that the Note secured a debt of Jul-Way to Gulf and
strict proof thereof is demanded at trial.
32. Plaintiff's Paragraph 32 states a conclusion of law to which no
response is required. To the extent a response is required, it is specifically denied that
the Defendants have failed to meet the minimum purchase requirements under any
agreement with Gulf or that the Defendants have defaulted on any repayment
obligations to Gulf or that the entire debt secured by the Promissory Note is due and
payable and strict proof thereof is demanded at trial.
7
33 Denied. It is specifically denied that there is an any amount owing
to Gulf secured by the Promissory Note and strict proof thereof is demanded at trial.
34. Denied. It is specifically denied that Gulf has made any demand for
payment pursuant to the Promissory Note or that Major has refused to issue any
payments to Gulf or that such action of Major resulted in this cause of action and strict
proof thereof is demanded at trial.
WHEREFORE, Defendant, J. Wayne Major demands that Plaintiff's Count III be
dismissed with prejudice.
NEW MATTER
35. Defendants incorporate the answers set forth in Paragraphs 1
through 34 above here by reference as if set forth in full.
36. Jul-Way was not a party to, nor a signatory of, the Agreement, the
Note, or the Guaranty attached to the Plaintiff's Complaint as Exhibits "A", "B" & "C",
respectively.
37. Defendant Jul-Way is not obligated under any of the provisions of
the Agreement, the Note, or the Guaranty.
38. The Defendant Jul-Way has no obligations to Gulf.
39. Defendant Jul-Way is not a proper party to the instant action.
8
WHEREFORE, Defendants respectfully request this Honorable Court to
dismiss the Complaint against Jul-Way Enterprises, Inc. and grant such further relief
as this Court deems just and appropriate.
Respectfully submitted,
WIX, WY?GEF?&1"IDNER
J. Dz*OjA, Esquire
508 North Second Street
Post Office Box 845
Harrisburg, PA 17108-0845
(717) 234-4182
Attorney Defendant
VERIFICATION
I, J. Wayne Major, a Defendant in the foregoing Answer to Complaint
With New Matter, have read the foregoing Answer to Complaint With New Matter
and hereby affirm and verify that it is true and correct to the best of my personal
knowledge, information and belief. I verify that all of the statements made in the
foregoing are true and correct and that false statements made therein may subject
me to the penalties of 18 Pa.C.S.A. Section 4904, relating to unsworn falsification to
authorities.
ayne Ma' r, Defendant
C/)"* /
DATED: February lb , 2001
GULF LIMITED PARTNERSHIP, IN THE COURT OF COMMON PLEAS
Plaintiff OF CUMBERLAND COUNTY
V. CIVIL ACTION - LAW
J. WAYNE MAJOR, individually and NO. 00-7697 Civil Term
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
CERTIFICATE OF SERVICE
I hereby certify that the foregoing Answer to Complaint with New Matter was sent
by first class, postage prepaid mail this day to the following:
Charles J. Ferry, Esquire
Michael W. Winfield, Esquire
Rhoads & Sinon, LLP
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
Date: February A '2001
WIX, W GER & WEIDNER
Bv. Q-&445.?
5 ef6i"ien J. ura i , Esquire
/Attorney I. o. 653
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
(717) 234-4182
Charles J. Ferry, Esquire
Attorney I.D. No. 32088
Michael W. Winfield, Esquire
Attorney I.D. No. 72680
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
PLAINTIFF'S REPLY TO DEFENDANTS' NEW MATTER
NOW COMES, Plaintiff, Gulf Oil Limited Partnership ("Gulf Oil"), by its
undersigned attorneys, hereby replies to Defendants' New Matter, as follows:
35. Gulf Oil incorporates by reference the allegations set forth in paragraphs 1
through 34 of its Complaint.
36. Denied. The allegations of this paragraph contain conclusions of law
which require no response. To the extent a response is required, the allegations are specifically
denied. In further response, Jul-Way, at all times relevant hereto, held itself out as operating
under the fictitious name of J. Wayne Major, d/b/a Super Car Wash, and as such was a party to
the Agreement. In further answer, and in further support of Jul-Way's participation in the
Agreement, attached hereto as Exhibit "A" and incorporated by reference is a true and correct
copy of a Mortgage issued by Jul-Way to Gulf Oil as security for repayment of the loan
obligation set forth in the Agreement.
334103.1
37. Denied. The allegations of this paragraph contain conclusions of law
which require no response. In further answer, it is admitted that Gulf Oil is not claiming against
Defendant Jul-Way on the basis of the Promissory Note or the Guaranty. Rather, Gulf Oil's
claims against Jul-Way are asserted pursuant to the Agreement. Gulf Oil incorporates its
response to paragraph 36 in further answer.
38. Denied as a conclusion of law requiring no response, and for the reasons
set forth above.
39. Denied as a conclusion of law requiring no response. To the extent a
response is required, it is specifically denied that Jul-Way is not a proper party to the instant
action.
WHEREFORE, Plaintiff respectfully requests that judgment be entered in its
favor, and against Jul-Way Enterprises, Inc. and J. Wayne Major, and that the relief requested in
the Complaint be granted.
Respectfully
RHOADS &
By: V " ILI UVU
Charl s J. Ferry
Mich 1 W. Winfield
One So Market Square
P. O. Bo 146
Harrisburg, PA 17108-111
(717) 233-5731
Attorneys for Plaintiff
-2-
VERIFICATION
Brian M. Shannon, deposes and says, subject to the penalties of 18 Pa. C.S. §4904
relating to unworn falsification to authorities, that he is authorized to make this verification on
behalf of Gulf Oil Limited Partnership and that the facts set forth in the Reply to New Matter are
true and correct to the-best of his knowledge, information and belief.
Date: ° 1 6 /
Brian M. Shannon
378755.1
OPEN END CONSTRUCTION MORTGAGE DEED
TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETINGS:
KNOW YE, THAT Jul-Way Enterprises, Inc. D/B/A/ J. Wayne Major,
D/B/A Super Car Wash. an Corporation, having an address of 5148 East
Trindle Road Mechanicsburg, Pa. 17055 (the "Grantor") for the
consideration of $96,900.00 received to its full satisfaction of GULF
OIL LIMITED PARTNERSHIP a Delaware Limited Partnership having its
principal office and place of business at 90 Everett Avenue Chelsea,
Massachusetts (the "Grantee"), does give, grant, bargain, sell and
confirm unto the said Grantee, its successors and assigns forever, with
MORTGAGE COVENANTS that certain real property with the appurtenances
thereto 'being more particularly described in Schedule A attached hereto
and by this reference made a part hereof, together with all buildings,
structures, improvements, furniture, fittings, furnishings, fixtures,
appliances, apparatus, machinery, equipment, tools, computers, trade
fixtures, building materials, supplies, goods, chattels and personal
property of any nature or description now or hereafter installed or
stored on the premises, and all increases, substitutions, replacements,
additions, and accessions thereto, thereon, or therein, now or
hereafter in, on or used in the enjoyment, rental, operations,
development and/or maintenance of the premises and all proceeds
therefrom, but specifically excluding any underground storage tanks or
tank monitoring equipment.
TO HAVE AND TO HOLD the above granted and bargained premises, with
the appurtenances thereof, unto it the said Grantee, its successors and
assigns forever, to its and their own proper use and behoof. And also
the said Grantor does for itself, its heirs, executors, administrators,
successors and assigns covenant with the said Grantee, its successors
and assigns, that at and until the ensealing of these presents, Grantor
is well seized of the premises, as a good indefeasible estate in FEE
SIMPLE and has good right to bargain and sell the same in manner and
form as is above written and that the same is free from all
encumbrances whatsoever, except as hereinbefore mentioned.
AND FURTHERMORE, the said Grantor does by these presents bind
itself and its heirs, executors, administrators, successors and assigns
to WARRANT AND DEFEND the above granted and bargained premises to it
the said Grantee, its successors and assigns, against all claims and
demands whatsoever, except as hereinbefore mentioned.
The Grantor shall pay all taxes assessments, water rates, sewer
rents, utility charges and other charges, and any mortgage or other
liens prior or subsequent to the lien of this mortgage now or hereafter
assessed or liens on or levied against the premises or any part
thereof, and in case of default in the payment thereof when the same
shall be due and payable, it shall be lawful for the Grantee, without
notice or demand, to pay the same or any of them; and the monies paid
by the Grantee in discharge of taxes, assessments, water rates, sewer
rents, utility charges and other charges and mortgages or other liens
shall be a lien on the premises and added to the amount of the
promissory note secured hereby and shall be secured by this mortgage,
payable on demand; and upon request of the Grantee, the Grantor shall
exhibit to the Grantee receipts for the payment of all items specified
in this paragraph prior to the date when the same shall become
delinquent.
b00K 1.2V. ('AGE 555
(2)
And the Grantor agrees to maintain the above granted and bargained
premises in good repair and insured against loss by fire and other
hazard to an amount and with a company satisfactory to the Grantee,
said insurance to be for the benefit of any prior mortgagee and
thereafter for the benefit of the Grantee as its interest may appear
and to claim no cancellation or return of any policy or premium except
from and after the redemption hereof by the Grantor or upon
substitution of a new policy complying with the requirements hereof.
And the Grantor further agrees to make when due any and all
payments due or owing and to keep and perform any and all other
agreements or provisions contained in any such prior mortgage or the
note or notes secured thereby in accordance with the terms therein
contained.
The Mortgage Deed is, in part, an open-end mortgage to secure
future advances. The Grantee shall have all the rights, powers and
protections allowed by applicable law with respect thereto, subject
only to such limitations as are imposed by law. Upon request of the
Grantor and in accordance with the provisions of the promissory note,
the Grantee may hereafter at any time before full payment of the
indebtedness under the promissory note make additional and future loans
and advances to the Grantor, which additional and future loans and
advances are specifically permitted to be made under the promissory
note and this Mortgage Deed and shall be secured hereby equally with
that portion of the loan initially advanced to the Grantor on or as of
the date hereof, if any, and entitled to the same priority as if such
additional and future loans and advances had been made on the date
hereof. Such loans and advances shall be evidenced by the promissory
note, provided, however, that the principal amount of the indebtedness
secured by this Mortgage Deed, including any such future loans and
advances, shall not exceed the original stated principal amount of the
loan which is the full amount of the loan authorized by the promissory
note, and provided further that the time of repayment of said loans and
advances shall not extend beyond the maturity date stated in the
promissory note.
Wherever herein the singular number is used, the same shall
include the plural, and the neuter gender shall include the feminine
and masculine genders.
THE CONDITION OF THIS DEED IS SUCH THAT, WHEREAS, the Grantor is
justly indebted to the Grantee in the sum of $96,900.00, which sum the
Grantee has advanced to the Grantor;
Whereas, the Grantee has agreed under certain terms and condition
to advance additional sums hereunder up to a total sum $96,900.00,
which total sum is evidenced by the promissory note for said sum
payable to the Grantee or order, a copy of which is attached hereto as
Schedule B and made a part hereof; and
bou1232 580
(3)
Whereas, buildings or improvements on the premises are in the
process of construction or repair, or to be erected or repaired; and
whereas, the Grantee has agreed to make the loan herein described to be
paid over to the Grantor in installments as the work progresses, the
time and amount of each advancement to be at the sole discretion and
upon the estimate of the Grantee, so that when all of the work on the
premises shall have been completed to the satisfaction of the Grantee,
the Grantee shall then pay over to the Grantor any balance necessary to
complete the full loan of $96,900.00; and
Whereas, the Grantor agrees to complete the erection or repair of
said buildings to the satisfaction of the Grantee within a reasonable
time from the date hereof or at the latest on or before the maturity
date stated in the promissory note.
NOW THEREFORE, if all of the terms and conditions contained in this
Mortgage Deed and the promissory note secured hereby are fully kept and
performed, then this Mortgage Deed shall become null and void;
otherwise to remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Mortgage
Deed as of this /5 day of , 1986'.
Witnesses:
'; n
C'n
O C?..
fn
-t
O
3 O
C C --
,Cn c-
W .?
aoail992 ;,Pr 5E2
(4)
STATE OF Pennsylvania)
COUNTY OF Cumberland )
ss:
The foregoing instrument was acknowledged before meej? this
7day of No (/eekhPr 199 by J. ?9? AP
AA1
otary Pub c
My Commission Expires: Tdh /0j 6ff
Notar al S=Ublmh
Robert J. Gold, NHampden Twp., CumMy Commi'si on Expiri-06R19.92 FACE 569.
(5)
sch e A
property Description
arcel of land situate in the
tract or P Commohe peed
All that certain County of Cumbdescribed in
Township of Hampden,
of Pennsylvaniat more particularly of deeds in
recorded in the office for the recor i otherwise known
and
6 922
Deed Book "U", Volume 25t chanicsburg, PA
as 5148 E• Trindle Road, Me
Post
t c
ak
55
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recording of D:?.-::.
-t' , •..' r li ?./ r -_ ?
1
111
v
Eoo?,l?92 FacE 563 ,
Pc co; G3Y
CERTIFICATE OF SERVICE
I hereby certify that on March 12, 2001, a true and correct copy of Plaintiffs
Reply to Defendants' New Matter was served by means of United States mail, first class, postage
prepaid, upon the following:
Stephen J. Dzuranin, Esquire
WDX, WENGER & WEIDNER
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
4?? ?Z) <?
Lynne G. Ritter
378373.1
C) ? ?,
r_ - -?,
:,
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MAY 0 2 2002
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC. ,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
ORDER
AND NOW, this JA-4 day of May 2002, it is hereby Ordered that Defendants J.
1-+p pm%.A 4v •l''- oc
Wayne Major and Jul-Way Enterprises, Inc. ee-oil documents requested-by Plaintiff Gulf Oil
Limited Partnership's Request for Production of Documents within fourteen (14) days hereof, or
suffer sanctions upon further application to this Court by Plaintiff.
BY THE COURT:
J.
?•zp•
51
??R1., ,, t5:
?t ?I. ?:'.'" "IT1i
l.,p,iiS[? J i ? '?V i\'i ?
1'L i?VIL-%-
Michael W. Winfield, Esquire
Attorney I.D. No. 72680
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC. ,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
PLAINTIFF'S MOTION TO COMPEL COMPLIANCE WITH
PLAINTIFF'S REQUEST FOR PRODUCTION OF DOCUMENTS
NOW COMES, Plaintiff, Gulf Oil Limited Partnership ("Gulf Oil"), by its
undersigned counsel, Rhoads & Sinon LLP, and hereby moves this Court for an order compelling
Defendants J. Wayne Major and Jul-Way Enterprises, Inc. to comply with Gulf Oil's outstanding
Request for Production of Documents. hi support, Gulf Oil avers the following:
1. On February 8, 2002, Gulf Oil served upon Defendants an initial Request for
Production of Documents. A true and correct copy of same is attached hereto as Exhibit "A" and
incorporated by reference.
2. Pursuant to Pa. R.Civ.P. 4009.12, Defendants were obligated to serve an
answer, including any objections they may have, upon Gulf Oil on or before March 10, 2002.
3. In addition, Defendants were to produce or make available the documents
requested on or before the same date.
428670.1
4. Defendants have failed to serve any objections to the discovery requests
within 30 days as required by the Rules, thereby waiving any objections to the requests.
5. Defendants have failed to serve any answer to the request, or to make any
documents available for inspection and copying as required by the Rules.
6. On March 27, 2002, counsel for Gulf Oil advised counsel for Defendants that
a response was overdue, and requested that the documents be produced. A true and correct copy of
that correspondence is attached hereto as Exhibit "B" and incorporated by reference.
7. In addition, counsel for Gulf Oil has advised counsel for Defendants by
telephone that Gulf Oil would seek an order to compel from this Court in the event that the
documents were not produced timely.
8. Notwithstanding the above, Defendants continue to refuse to produce any
documents subject to the Requests properly issued by Gulf Oil in this case.
WHEREFORE, Plaintiff Gulf Oil Limited Partnership respectfully requests that this
Court issue an Order compelling Defendants J. Wayne Major and Jul-Way Enterprises, Inc. to
produce all documents requested within 14 days of the date of the Order or suffer sanctions upon
further application to this Court.
RHOADS
By: V M V
1 W. Winfield
Mich 11
One th Market Squa
P. O. ox 11 46
Harrisburg, PA 17108-11
(717) 233-5731
Attorneys for Plaintiff
-2-
Michael W. Winfield, Esquire
Attorney I.D. No. 72680
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA I7108-1146
(717) 233-5731
Attorneys for Plaintiff
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
PLAINTIFF'S REQUEST FOR PRODUCTION OF
DOCUMENTS DIRECTED TO DEFENDANTS J. WAYNE
MAJOR, INDIVIDUALLY AND DB/A SUPER CAR WASH
AND JUL-WAY ENTERPRISES, INC. - SET I
TO: J. Wayne Major, Individually and
d/b/a Super Car Wash and Jul-Way
Enterprises, Inc.
c/o Stephen J. Dzuranin, Esquire
WIX, WENGER & WEIDNER
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
PLEASE TAKE NOTICE that you are required to answer separately, fully, in
writing and lender oath by a duly authorized agent or representative, these requests pursuant to
Rule 4009.12 of the Pennsylvania Rules of Civil Procedure, and to produce the documents
requested for inspection and copying at a place and time to be agreed by counsel, within thirty
(30) days of the date of service. These requests are deemed continuing as to the discovery by the
interrogated party or its counsel. If, after the date of your answers, you learn of or discover
additional information called for in these requests, or if you learn that any information set forth
418813.1
in your answers is or has become inaccurate or incomplete, you shall promptly file and serve
supplemental answers.
DEFINITIONS
The following definitions are applicable to each Request and are incorporated by
reference in each Request. The Requests must be read in the light of these definitions and your
Answers must be responsive to the Requests as so defined:
1. "Document": The term "document" means any written, recorded, printed,
typed, or other graphic matter of any kind or nature, however produced or reproduced, whether sent
or received or neither, including drafts or copies bearing meaning, notations or marks not found on
or in the original, and includes but is not limited to:
(a) all letters or other forms of correspondence of
communication, including envelopes, notes, telegrams, cables, telex
messages, messages (including reports, notes, notations and
memoranda of or relating to telephone conversations or conferences),
e-mails;
(b) all memoranda, reports, test results, financial
statements or reports, notes, transcripts, tabulations, studies, analyses,
evaluations, projections, work papers, corporate records or copies
thereof, lists, comparisons, questionnaires, surveys, charts, graphs,
summaries, extracts, statistical records, compilations;
(c) all desk calendars, appointment books, diaries;
(d) all books, articles, press releases, magazines,
newspapers, booklets, circulars, bulletins, notices, instructions,
manuals;
(e) all minutes or transcripts of all meetings;
(f) all photographs, microfilms, phonographs, tapes or
other records, punch cards, magnetic tapes, discs, data cells, drums,
print-outs, and other data complications from which information can
be obtained; and,
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(g) all drawings and schedules (including those
maintained electronically).
2. "Communication": The term "communication" means not only oral
communications but also any "documents" (as such term is defined in paragraph 1 above), whether
or not such document or the information contained therein was transmitted by its author to any other
person.
3. "Identify." "Identity" or "Identification":
(A) When used in reference to a natural person, the terms "identify,"
"identity" or "identification" mean to provide the following information:
(i), his/her full name;
(ii) his/her present or last known business address;
(iii) his/her present or last known business affiliation; and,
(iv) his/her present or last known business position
(including job title and a description of job functions, duties
and responsibilities).
(B) When used with reference to any entity other than a natural person, state:
(i) its full name;
(ii) the address of its principal place of business;
(iii) the jurisdiction under the laws of which it has been
organized or incorporated and the date of such organization
or incorporation, if known;
(iv) in the case of a corporation, the names of its directors
and principal officers; and,
(v) in the case of an entity other than a corporation, the
identities of its partners or principals or all individuals who
acted or who authorized another to act on its behalf in
connection with the matters referred to.
(C) When used in reference to a document, the terms "identify," "identity" or
"identification" mean to provide the following information:
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(i) the nature of the document (e.g., letter, contract,
memorandum) and any other information (i.e., its title, index
or file number) which would facilitate in the identification
thereof;
(ii) its date of preparation;
(iii) its present location and the identity (as defined in
paragraph 3(A) hereof) of its present custodian or, if its
present location and custodian are not known, a description
of its last known disposition;
(iv) its subject matter and substance or, in lieu thereof,
annex a legible copy of the document to the answers to those
requests;
(v) the identity (as defined in paragraph 3(A) hereof) of
each person who performed any significant function or had
any role in connection therewith (i.e., author, contributor of
information, recipient, etc.) or who has any knowledge; and,
(vi) if the document has been destroyed or is otherwise no
longer in existence or cannot be found, the reason, if known,
why such document no longer exists, the identity (as defined
in paragraph 3(A) hereof) of the people responsible for the
document no longer being in existence and of its last known
custodian.
(D) When used in connection with an oral communication, the terms "identify,"
"identity" and "identification" mean to provide the following information:
(i) its general nature (i.e., conference, telephonic
communication, etc.);
(ii) the time and place of its occurrence;
(iii) its subject matter and substance;
(iv) the identity (as defined in paragraph 3(A) hereof) of
each person who performed any function or had any role in
connection therewith or who has any knowledge thereof; and,
(v) the identity (as defined in paragraph 3(C) hereof) of
each document which refers thereto or which was used,
referred to or prepared in the course or as a result thereof.
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4. "Describe" or "Descries:
(A) When used with respect to any act, action, accounting, activity, audit,
practice, process, occurrence, occasion, course of conduct, happening, negotiation, relationship,
scheme, communication, conference, discussion, development, service, transaction, instance,
incidence or event, the terms "describe" or "description" mean to provide the following
information:
(i) its general nature;
(ii) the time and place thereof;
(iii) a chronological account setting forth each element
thereof, what such element consisted of and what transpired
as part thereof,
(iv) the identity (as defined in paragraph 3(A) or 3(B)
hereof) of each person who performed any function or had
any role in conriection therewith (i.e., speaker, partieip?,
contributor or information, witness, etc.) or who has any
knowledge thereof,
(v) the identity (as defined in paragraph 3(C) hereof) of
each document which refers thereto or which was used,
referred to or prepared in the course or as a result thereof,
and,
(vi) the identity (as defined in paragraph 3(D) hereof) of
each oral communication which was a part thereof or referred
thereto.
(B) When used in connection with any calculation or computation, the terms
"describe" or "description" mean to provide the following information:
(i) an explanation of its meaning (including the nature,
source and meaning of each component part thereof);
(ii) an explanation of the manner in which it was derived;
(iii) the identity (as defined in paragraph 3(A) hereof) of
each person who performed any function with respect
thereto;
(iv) the identity of each document (as defined in
paragraph 3(C) hereof) which refers thereto or which was
used, referred to or prepared in the course or as a result
thereof; and,
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(v) the identity (as defined in paragraph 3(D) hereof) of
each oral communication which occurred in the course of the
preparation thereof or which referred thereto.
5. "Factual basis": The term "factual basis" means (A) set forth each term of
information upon which the allegation, contention, claim or demand to which it pertains is based,
and (B) with respect to each such item of information, identify each person having knowledge
thereof and identify and describe (as defined in paragraphs 3 and 4 hereof) each source thereof,
including, but not limited to, each document, oral communication, act, action, activity, accounting,
negotiation, practice, process, occurrence, occasion, course of conduct, happening, relationship,
scheme, conference, discussion, development, service, instance, incident, event, calculation and
computation upon which you rely with respect thereto.
6. "Relates to": The terms "relates to" or "relating to" when used in connection
with any act, action, activity, accounting, practice, process, occurrence, occasion, course of conduct,
contractual provision or document, happening, relationship, scheme, conference, discussion,
development, service, instance, incident, event, etc., means used or occurring or referred to in the
preparation therefore, or in the course thereof, or as a consequence thereof, or referring thereto.
7. "Person": The term "person" means all natural persons, corporations,
partnerships or other business associations, public authorities, municipal corporations, state
governments, local governments, all governmental bodies, and any other legal entities.
8. Answer by Reference to Documents: If any Interrogatory is answered by
reference to a document or group of documents, with respect to each such Interrogatory Answer,
identify (as defined in paragraph 3(C) hereof) the specific document or documents containing the
requested information.
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If you refer to, identify, or otherwise rely upon a document when you answer these
Requests, please attach a copy of that document. If you refuse to do so and assert the privilege, set
forth the grounds for that privilege or the grounds for the objection.
9. Rules of Construction:
(A) The singular shall include the plural and the plural shall include the
singular.
(B) A masculine, feminine or neuter pronoun shall be construed to refer to all
other gender pronouns.
(C) "And" and "or" shall be construed conjunctively and disjunctively so as to
bring within the scope of these Requests any information which might otherwise be construed to
be outside their scope.
rivi ve: If you c aim ffi-at e s jec ma er o a o en or
oral communication is privileged, you need not set forth the brief statement of the subject matter of
the document, or the substance of the oral communication called for above. You shall, however,
otherwise "identW' such document or oral communication and shall state such ground on which
you claim that such document or oral communication is privileged.
11. "You" and "Your": The terms "you" and "your" shall mean J. Wayne
Major, Individually and d/b/a Super Car Wash and Jul-Way Enterprises, Inc.
12. All terms herein shall have the same meaning as set forth in the Complaint
in this action, unless more specifically defined herein.
YOU ARE REQUESTED TO PRODUCE THE FOLLOWING DOCUMENTS:
All correspondence between Plaintiff and any of the Defendants.
2. All corporate books, records, documents, accounting ledgers, etc. of
Defendant Jul-Way Enterprises, Inc. from 1995 to the present.
3. For each of the Defendants, all financial statements, financial records, or
other documents regarding the financial condition of each from 1995 to the present.
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4. For each of the Defendants, Federal tax returns from 1995 to the present.
5. All documents you intend to use as an exhibit at time of trial.
6. All documents which you contend support any of your defenses to any of
the claims made by Plaintiff in this action.
7. All documents which show or reflect
Plaintiff from 1995 to the present.
RHOADS &
By:
One Soutl? Market S
P. O. Box 146
Harrisburg PA 171(
Attorneys for Plaintiff
all payments made to
11
-8-
CERTIFICATE OF SERVICE
I hereby certify that on February 8, 2002, a true and correct copy of Plaintiff's
Request for Production of Documents to Defendants was served by means of United States mail,
first class, postage prepaid, upon the following:
Stephen J. Dzuranin, Esquire
WIX, WENGER & WEIDNER
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
Lynne G. " 'tter
ROBERT H. LONG, JR.L JAMES H. CAWLE
SHERILL T. MOYER DEAN F. PIERMA
JAN P. PADEN KENNETH L. JOE
RICHARD B. WOOD DEBRA M. KRIET
LAWRENCE B. A&UMS Diz TODD J. SHILL
J. BRUCE WALTER DAVID M. BARAS
JOHN P. MANBECK
FRANK J. LEBE0. THOMAS 3. MEHI
PAUL A. LUNDEEN KEVIN M. GOLD
JACK F. HURLEY, JR. CARL 0. LUNoaL
DAVID B. DOWLING JAMES E. ELLISC
DAVID F. O'LEARY RICHARD E. ART
DAVID O. TWADDELL ROBERT J. TRIBI
CHARLES J. FERRY TIMOTHY 3. NIE1
STANLEY A. SMITH PAULLBRUDER
JENS H. DAMGAARDJ
DRAKE D. NICHOLAS AMY 3. MENDELS
THOMAS A. FRENCH MICHAEL W. Wit
DEAN H. DUSINBERRE KATHRYN G. SO$
DONNA M.J. CLARK STEPHANIE 1. D
CHARLES E. GUTSHALL KATHLEEN D. BRU
PAUL F. WESSELL
SHAWN D. LOCHINGER JOHN M. COLES
1 AL SO AOMITTE0 TO THE DISTRICT OF COLUMBIA BAR
2 AL50 ADMITTED TO THE FLORIDA BAR
3 ALSO ADMITTED TO THE MARYLAND BAR
4 ALSO ADMITTED TO THE NEW JERSEY BAR
5 ALSO ADMITTED TO THE NEW YORK MR
]RHOADS & SIMON LLP
ATTORNEYS AT LAW
TWELFTH FLOOR
ONE SOUTH MARKET SQUARE
P.O. BOX 1146
HARRISBURG, PA 17108-1146
.TELEPHONE (717) 233-5731
FAX (717) 231-6637
EMAIL MWIN FIELD@ RHOADS-
SINON.COM
W E B S I T E: www.fiaads-sinon.com
March 27, 2002
Re: Gulf Oil Limited Partnership v. J. Wayne Major, et al.
Stephen J. Dzuranin, Esquire
Wix Wenger & Weidner PC
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
Dear Steve:
OF COUNSEL
HENRY W. RHOADS
JOHN C. DOWLING
RETIRED
FRANK A. SINON
PAUL M. RHOADS
19074984
JOHN M. MUSSELMAN
1919.1980
CLYLE R. HENDERSHOT
19221980
DIRECT DIAL NO.
(717) 237-6703
FILE NO.
5890/03
I telephoned you yesterday regarding the above-referenced matter, and your client's
settlement proposal which you relayed to me in February. Before Gulf Oil will agree to any
proposed Settlement, we must be provided with documentation of Mr. Major's and the
Corporation's financial condition. My client would like to review current financial statements for
the corporation and for Mr. Major, as well as Federal tax returns for the last two years. Please
note that these documents are all within the scope of Plaintiff's Request for Production of
Documents served on you on February 8, 2002, a response to which is well overdue. Please
provide these documents at your first opportunity so a decision on this matter can be expedited.
If you have any questions regarding the abov(
MWW/cjw
cc: Arlene Schuler, Esquire
424913.1 YORK:
TELEPHONE (717) 843-1718, FAX (717) 232-14S9
AFFILIATED OFFICE: LANCASTER:
STE. 303, 1700 S. DIXIE HWY, BOCA RATON. FL 33432
TELEPHONE (561) 395.5595, FAX (561) 395-9497 TELEPHONE (717) 391.4431, FAX (717) 232-1459
CERTIFICATE OF SERVICE
I hereby certify that on April 30, 2002, a true and correct copy of Plaintiff's Motion
to Compel was served by means of United States mail, first class, postage prepaid, upon the
following:
Stephen J. Dzuranin, Esquire
WIX, WENGER & WEIDNER
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
Z j '0 YZ66--"-
Lynne G. Ritter
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GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 00-7697
ORDER
AND NOW, upon consideration of Plaintiff's Motion for Partial Summary Judgment and
Brief in support thereof, and any response thereto, IT IS HEREBY ORDERED THAT:
Plaintiff s Motion for Partial Summary Judgment is GRANTED;
2. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and against
Defendants Jul-Way Enterprises and J. Wayne Major, jointly and severally, in the
amount of $72,896.71, along with interest at six percent per annum from March
28, 2000 and costs of suit; and,
Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and against
Defendant J. Wayne Major, individually, for Plaintiffs reasonable attorneys fees
incurred in this matter, in an amount to be determined at a subsequent hearing,
limited to that issue.
J.
Charles J. Ferry, Esquire
Attorney I.D. No. 32088
Michael W. Winfield, Esquire
Attorney I.D. No. 72680
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
CIVIL ACTION - LAW
NO. 00-7697
PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT
NOW COMES, Plaintiff, Gulf Oil Limited Partnership ("Gulf Oil"), by and through its
attorneys, Rhoads & Sinon LLP, and files the within Motion for Partial Summary Judgment. In
support of its motion, Gulf Oil avers as follows:
1. Statement of Facts
1. Defendant J. Wayne Major ("Major") is the sole shareholder of Defendant Jul-
Way Enterprises, Inc. ("Jul-Way"). [Deposition of J. Wayne Major "Major Dep.", pp. 14-15, 23-
25, a true and correct copy of which is attached hereto as Exhibit "A" and incorporated by
reference].
451293.3
2. Jul-Way is a Pennsylvania corporation that owns, and operated until February
1999, a car wash and gas station located on Trindle Road in Mechanicsburg, Pennsylvania, under
the fictitious name "Super Car Wash." [Answer to Complaint, ¶3, Major Dep., pp. 10-15,25-27].
3. Jul-Way owns the property and assets of Super Car Wash, made all gas purchases
for Super Car Wash, and received all sales coming into Super Car Wash. [Major Dep., p. 15].
4. Since 1974, the Super Car Wash business operated as an exclusive Gulf Oil
dealership, selling only Gulf Oil products. [Major Dep., pp. 16-17].
5. On November 15, 1995, Gulf Oil and Jul-Way executed a Product Sales
Agreement and Addendum (collectively referred to as "Agreement'). A true and correct copy of
the Agreement is attached hereto as Exhibit "B" and incorporated by reference.' [Complaint &
Answer, ¶6 & Exhibit "A" thereto; Major Dep., pp. 34-37, 44].
6. Pursuant to the Agreement, Gulf Oil advanced $89,707 to Jul-Way ("the
advance") as a loan against prospective purchases for property improvements for the Super Car
Wash business. In addition, Jul-Way agreed to purchase 600,000 gallons of gasoline product
per year over a nine-year period. [Exhibit "B" at p. 3, ¶2; Major Dep., pp. 19-21, 37-38].
1 A true and correct copy of the Agreement is also attached to the Complaint as Exhibit "A", and authenticated by
Defendants at paragraph 6 of their Answer.
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7. The advance, as well as a remaining $7,193 balance of a previous advance under a
previous agreement (collectively referred to as "the advanced amounts"), would be paid back
through Jul-Way's required gasoline purchases, with $.018 of the purchase price of every gallon
being allocated to the repayment of the advances. [Exhibit "B" at p. 3, ¶B; Major Dep., pp.
37-38].
8. The total advanced amounts to be repaid to Gulf Oil by Jul-Way during the term
of the Agreement was $96,900. [Exhibit "B" at p. 3, ¶B; Major Dep., p. 38].
9. The Agreement provided for the accelerated payment of the advanced amounts in
the event that Jul-Way failed to make its minimum annual purchase of 600,000 gallons of
gasoline. [Exhibit "B" at p. 3, ¶E; Major Dep., p. 39].
10. In order to provide additional security for the repayment of the advanced
amounts, Defendant Major executed in his individual capacity, among other things, a Promissory
Note and Guaranty securing performance by Jul-Way in accordance with the terms of the
Agreement. True and correct copies of the Promissory Note and Guaranty are attached hereto as
Exhibit "C" and "D" respectively, and are incorporated by reference.2 [Complaint, ¶s 8-9, and
Exhibits "B" & "C" attached thereto; Answer to Complaint, Is 8-9; Major Dep., pp. 40-42].
2 A true and correct copy of the Promissory Note is also attached to the Complaint as Exhibit "B", while a true and
correct copy of the Guaranty is also attached to the Complaint as Exhibit "C". Defendants authenticate both
instruments at paragraphs 8 and 9 of their Answer.
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I
11. Both the Promissory Note and Guaranty provide for the payment by Major of all
costs of collection, including Gulf Oil's attorney's fees, in the event of a default by Jul-Way and
Major. [Exhibits "C" & "D"; Major Dep., pp. 40-41].
12. Jul-Way ceased doing business as Super Car Wash in February of 1999, and has
not purchased any gallons of gasoline from Gulf Oil since then. [Major Dep., pp. 25-27].
13. Jul-Way's failure to purchase any gallons of gasoline from Gulf Oil from
February 1999 forward was a breach of the Agreement, and rendered the full unamortized
portion of the advanced funds due and payable from Jul-Way under the terms of the Agreement,
and from Major under the terms of the Promissory Note and Guaranty. [See Exhibits "A," "C"
and "D" attached hereto].
14. On or about March 28, 2000, Gulf Oil demanded in writing that Defendants
Major and Jul-Way pay Gulf Oil $72,896.71, which represented the unpaid balance of the
advanced amounts, along with unpaid gallons of gasoline purchased by Jul-Way in January and
February 1999, less credits for rebates and security deposits. A true and correct copy of Gulf
Oil's demand letter is attached hereto as Exhibit "B" and incorporated by reference.3 [Complaint
and Answer, $14; Major Dep., p. 47].
3 A true and correct copy of Gulf Oil's demand letter is also attached to the Complaint as Exhibit "D", and
authenticated by Defendants at paragraph 14 of their Answer.
-4-
11
15. During his deposition on August 26, 2002, Defendant Major admitted to receiving
the demand letter from Gulf Oil, and that the amount set forth therein is due and owing to Gulf
Oil. [Major Dep., p. 47, lines 18 through 22; p. 48, lines 1 through 9].
16. Also during his deposition, Major testified that following his receipt of the
demand letter he called Gulf Oil and "acknowledged that [he] would pay when [he] sold the
property whatever was outstanding and due...." [Major Dep., p. 501.
17. Notwithstanding the above, neither Major nor Jul-Way has paid Gulf Oil any of
the $72,896.71 they admit is due and owing to Gulf Oil, despite Gulf Oil's demands for payment.
[Major Dep., p. 50].
H. Motion for Partial Summary Judgment On All Counts
18. Paragraphs 1 through 17 are incorporated herein by reference.
19. There are no material facts in dispute that would prevent the entry of judgment as
a matter of law.
20. Defendant Jul-Way's failure to pay Gulf Oil the amount set forth in paragraph 17
above is, as a matter of law, a material breach of the Agreement for which Defendant Jul-Way is
liable to Gulf Oil.
21. Pursuant to the terms of the Promissory Note, Defendant Major is, as a matter of
law, jointly liable with Jul-Way for all unpaid amounts due and owing to Gulf Oil.
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I
22. Pursuant to the terms of the Guaranty, Defendant Major is, as a matter of law,
jointly liable with Jul-Way for all unpaid amounts due and owing to Gulf Oil.
23. Pursuant to the provisions of the Promissory Note and the Guaranty, Defendant
Major is further liable for Gulf Oil's costs of suit, including attorney's fees.
24. Under the law of this Commonwealth, Gulf Oil is entitled to prejudgment interest
at the legal rate of six percent per annum measured from March 28, 2000, the date demand for
payment was made upon Defendants by Gulf Oil following Jul-Way's breach of the Agreement.
See Schiller v. Royal Maccabees Life Insurance Co., 759 A.2d 942 (Pa. Super. 2000).
WHEREFORE, Plaintiff Gulf Oil Limited Partnership respectfully requests that this
Court grant partial summary judgment in its favor and against Defendants Jul-Way Enterprises,
Inc. and J. Wayne Major jointly and severally in the amount of $72,896.71, along with interest at
the legal rate of six percent per annum from March 28, 2000, and against Defendant J. Wayne
Major individually for Plaintiff's attorneys fees in an amount to be determined at a subsequent
-6-
hearing limited to that issue. Plaintiff further requests that it be awarded costs of suit and such
further relief as deemed appropriate by the Court.
RHOADS &
By.
Ferry
V. Winfield
One Sout Market Square
P. O. Box 146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff Gulf Oil Limited Partnership
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tl w??ti.
1
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
GULF OIL LIMITED PARTNERSHIP,
PLAINTIFF
VS. : NO. 7697 CIVIL TERM
J. WAYNE MAJOR, INDIVIDUALLY AND
D/B/A SUPER CAR WASH AND JUL-WAY
ENTERPRISES, INC.,
DEFENDANT
DEPOSITION OF
TAKEN BY:
BEFORE:
DATE:
PLACE:
APPEARANCES:
J. WAYNE MAJOR
PLAINTIFF
LISA A. HANSELL, REPORTER
NOTARY PUBLIC
AUGUST 26, 2002, 10:00 A.M.
RHOADS & SINON, LLP
ONE MARKET SQUARE, 12TH FLOOR
HARRISBURG, PENNSYLVANIA
RHOADS & SINON, LLP
BY: MICHAEL W. WINFIELD, ESQUIRE
FOR - PLAINTIFF
WIX, WENGER & WEIDNER, P.C.
BY: STEPHEN J. DZURANIN, ESQUIRE
FOR - DEFENDANTS
GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577
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TABLE OF CONTENTS
FOR PLAINTIFF
J. Wayne Major
PRODUCED
AND MARKED
42
WITNESS
DIRECT CROSS
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EXHIBIT NO.
1 - Open End Construction Mortgage Deed
GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577
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STIPULATION
It is hereby stipulated by and between counsel
for the respective parties that reading, signing, sealing,
certification and filing are waived; and that all objections
except as to the form of the question are reserved to the
time of trial.
J. WAYNE MAJOR, called as a witness, being
sworn, testified as follows:
DIRECT EXAMINATION
BY MR. WINFIELD:
Q Good morning, Mr. Major.
A Good morning.
Q My name is Michael Winfield. I'm an
attorney. I represent Gulf Oil Limited Partnership in a
matter that's currently pending in the Court of Common Pleas
of Cumberland County regarding a business that you used to
be affiliated with. Are you familiar with that litigation,
sir?
A Yes.
Q You've been asked to come here today to give
your deposition in that matter. Have you ever had your
deposition taken before?
GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577
.teze _'=1_nk+,, nwm ttra?&u:?es s?na;sviemt?: n -.i,s+:, Eat-'_v?x1?ti"_- ia9'i?4,awrit:±t??rxn[!.?a?rt?:::aa'w.s'+? _.
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A No.
Q Well, let me go through some instructions on
how this will proceed and some things I would like you to
follow to make things a little easier for the process.
Okay?
A Okay.
Q What a deposition is is it's an opportunity
for me to ask you a series of questions regarding what you
know about the issues in this case. There's a court
reporter here, as you can see sitting to your left, typing
down everything that is being said. As a result of that and
to make sure that we get a clean record, you'll want to make
sure that you follow a few things. First, only one of us
can be talking at a time; otherwise, we're going to
frustrate the court reporter here. So what I am going to
ask is that even though you may at times anticipate the
question I am asking, hold off on giving your response until
I'm finished asking the question and --
A Okay.
Q -- I will allow the same courtesy in
completing your answer before I ask a follow-up question.
Okay?
A Okay.
Q If at any time I cut you off, please let me
know, and I'll allow you to finish your answer. Okay?
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A Okay.
Q Every response has to be verbalized. Often
times we communicate with gestures and hand signals, and
those are very difficult for the court reporter to take
down --
A Uh-huh.
Q -- so make sure that you verbalize. Okay?
A Okay.
Q And the court reporter may ask you to speak up
from time to time. If you project, that may help her, and
it will help me in terms of asking questions. Okay?
A Okay.
Q Along the lines of verbalizing, I want to make
sure we use words. Sometimes we say uh-huh and huh-uh,
particularly me. The court reporter will kick me under the
table if I do that, but if you'll refrain from doing that it
will also help to make a clean record.
A Okay.
Q If at any time you don't understand a question
that I am asking you, please let me know, and I'll rephrase
it. Okay?
A Okay.
Q If you give an answer, I'm going to presume
that you have heard the question I have asked you, you
understood it and that your answer is complete. Is that
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fair?
A Okay.
Q If at any time during this proceeding you need
a break to either speak with your counsel or to use the rest l'
room or to get up and stretch, let me know, and I'll
accommodate you. Okay?
A Okay.
Q Any questions before we begin?
A No.
Q Can you state your address, please, for the
record?
A My home address?
Q Your home address, sir.
A 113 Juniper Drive, Mechanicsburg 17055.
Q And how long have you lived there?
A Twenty-six years.
Q And do you own or rent?
A Own.
Q And do you own that personally or jointly with
someone else?
A Jointly with my wife.
Q Do you own any other homes?
A No.
Q Do you own any other property --
A No.
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Q -- personally?
A Personally, no.
Q Okay. I want to get just a little information
on your background. These are standard questions that we
ask. I'd like to just get an idea of your educational
background beginning with high school. Did you go to high
school?
A Yes.
Q Did you graduate high school?
A I graduated from Chichester High School in
Boothwyn, Pennsylvania.
Q Boothwyn? Where is Boothwyn?
A Well, it's a suburb of Philadelphia.
Q Okay. What year did you graduate, sir?
A 1961.
Q And did you have any education following high
school?
A Yes, a year and a half at Pennsylvania
Institute of Technology in mechanical engineering.
Q Okay.
A Two years at -- it's now known as Widener
University in Chester, Pennsylvania.
Q I'm familiar with it.
A Okay.
Q I went to Widener Law School here in town.
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A Okay.
Q And did you -- I'm sorry. Is there more?
A No, no.
Q Did you receive any degrees?
A No.
Q What type of study did you undertake at
Widener University?
A Again, mechanical engineering.
Q Other than the schooling that you just
indicated, did you have any other types of educational
schooling at all?
A No.
Q And were those years that you spent at the
Pennsylvania Institute of Technology and Widener University
consecutive years following your graduation from high
school?
A No.
Q When did you go to Pennsylvania Institute of
Technology?
A I'm not sure of the years. It was a couple
years after high school.
Q Okay. What about your attending Widener
University, was there a period of time between leaving
Pennsylvania Institute of Technology?
A No.
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Q Following your attendance at Widener
University, d id you then go right into the work force?
A I was -- I was attending night school at both
Pennsylvania Institute of Technology and Widener.
Q What were you doing by day?
A I was working in an engineering office.
Q In what capacity?
A As an engineer.
Q What firm were you with?
A Southco, Incorporated.
Q How long did you stay with Southco,
Incorporated?
A Until 1970.
Q At that point did you change career paths, or
what did you do next?
A I was forced to change career paths. I
started in th e car wash business as an employee.
Q What car wash business was that?
A The name of the business was Shorty's Car
Wash.
Q S-h-o-r-t-y?
A Y's.
Q Was that here in Central Pennsylvania?
A No. It was in Woodlyn, Pennsylvania.
Q Was that your first foray into the car wash
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industry?
A Yes.
Q And how long were you at Shorty's
approximately?
A Two and a half years.
Q At some point did you leave Shorty's to start
your own car wash?
A I took a position in Mechanicsburg at the
property we're talking about for another gentleman who owned
the property at that time.
Q And when you say that property, you mean the
property on Trindle Road?
A Yes.
Q Which subsequently became a gas station as
well?
A Yes.
Q And who owned that gas station at the time, if
you remember?
A The gentleman's name was Gilbert M. Baer.
Q I said gas station. At the time was it a gas
station also or just a car wash?
A It was a gas station at the time.
Q And at the time do you recall what type of gas
station?
A Texaco.
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Q And how long did you work for Mr. Baer?
A Approximately one and a half years.
Q And following that one and a half year period,
did you subsequently take over the business?
A I went there with -- on a three-year
employment contract with an option to buy.
Q And at the end of that three year period, did
you exercise --
A After a year and a half, I exercised the
option.
Q Okay. Was there a name for that particular
gas station or was it just a Texaco or --
A It was Gil's Super Wash.
Q And would that have been in or about 1974?
A Yes.
Q Who handled --
A I'm sorry. When you say in 1974, which part
of that were you referring to?
Q When you exercised the option to buy.
A Yes.
Q In or about -- I just mean approximately
1974.
A Yes.
Q I don't want to -- if I say approximately, I'm
not trying to pin you to a particular date. If I want to
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try to ask you an exact date, I'll let you know.
A Okay.
Q Do you know who handled the legal transaction
for the sal e of the business?
A On my behalf?
Q Yes.
A Robert Papano.
Q Was he a local attorney?
A No. He was from Chester.
Q Does he still practice, do you know?
A Yes.
Q Does he have his own law firm?
A Yes.
Q And when you bought the business, so to speak,
what all did you receive from Mr. Baer? Did you buy the
property?
A Yes.
Q And did you buy all of the equipment that he
had on the property?
A Yes, I did.
Q The tanks and the pumps?
A Right.
Q Did you -- well, I don't suppose he had any
customer l ist in that kind of industry.
A No.
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Q Did you change the name after you bought the
property and the business?
A The official name remained Gil's Super, Wash.
Q How long did that remain the official name
for?
A I guess it's still the official name as far as
the corporate registry name, however, I never used that
name. I simply used -- I dropped the Gil's and called it
Super Car Wash.
Q Okay. Gil's Super Car Wash, is that, as far
as you know, a fictitious name that is --
A Yes, it was registered as a fictitious name.
Q And did you ever change anything with the
Department of State with respect to -- with that fictitious
name that was filed?
A No.
Q Do you maintain a set or a copy of the
documents associated with the sale of the business from
Mr. Baer to yourself?
A They are someplace. I couldn't tell you
where.
Q When is the last time that you looked for
them?
A I really haven't. I've had no need to.
Q Okay. Where do you keep -- and I'm not asking
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for a specific location in a building, but generally where
do you keep records such as that? Do you maintain them at
your home, do you have a business office somewhere that you
maintain those?
A I have a business office at the car wash
property. Some of the information is there, and some of it
since the incident, since I closed the business, I have
taken to my home just for safekeeping.
Q Do you believe that at one of those two
locations those documents likely still exist?
A Yes.
Q Now, in or about 1974
corporation JUL-WAY Enterprises was
correct?
A Correct.
Q And can you tell me,
the purpose of establishing JUL-WAY
A All I can tell you is
attorney.
I believe is when the
created; is that
Eirst of all, what was
Enterprises?
on advice of my
Q Okay. And that was set up by you and your
wife; correct?
A Correct.
Q And at the time it was established, both you
and your wife were the only officers of the corporation; is
that correct?
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A Correct.
Q And at that time also you and your wife were
the only shareholders of the corporation; is that correct?
A That's correct.
Q What role did JUL-WAY Enterprises play in the
operation of the super wash gas station and car wash
business?
A It owned the property, all of the contracts
and things of that nature, bank accounts. Everything was
through JUL-WAY Enterprises.
Q Okay. Were there any separate books kept for
the car wash that weren't part of JUL-WAY Enterprises?
A No.
Q Were there any bank accounts that weren't
JUL-WAY Enterprises bank accounts that were used for the
business?
A No.
Q Were all gas purchases made by JUL-WAY
Enterprises?
A Yes.
Q And all sales coming in were sales received by
JUL-WAY Enterprises also?
A Correct.
Q And the accounting for the business or rather
the accounting for all of the income from the business was
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accounted as part of JUL-WAY Enterprises income; is that
correct?
A Yes.
Q There weren't any separate financial
statements or records kept for the business aside from
JUL-WAY Enterprises; is that true?
A I'm not sure I understand.
Q There weren't -- and what I'm trying to --
what I'm getting to is JUL-WAY Enterprises, Inc. was the
business of the gas station and the car wash; correct?
A Correct.
Q There wasn't a separate business that was
running contemporaneously with --
A No.
Q Okay. When did you and JUL-WAY Enterprises
become involved with Gulf Oil?
A When I purchased the property.
Q In 1974?
A In '74.
Q And how did that come about?
A The previous owner had changed from Texaco to
Gulf prior to the corporation taking over.
Q So it was an exclusive Gulf dealership --
A Yes.
Q -- or gas station?
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A Correct.
Q Selling only Gulf Oil products?
A Yes.
Q Did you assume -- by you I mean -- let me
rephrase that. Did the business assume the contracts or
whatever contracts were in place between Mr. Baer's
operations with Gulf Oil?
A I don't remember.
Q Is it fair to say either that those
obligations were either assumed or new obligations were
established?
A One of the two. I can't -- we continued to
operate as we had been.
Q Now, when you started the business, did you
have a sales staff that worked for you?
A A sales staff?
Q Did you hire employees?
A Yes.
Q How many? Did that fluctuate?
A Yes.
Q Were you an employee also of the business?
A Yes.
Q And did you take a salary or receive wages as
an employee of the business?
A Yes, I did.
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Q What was it, were you salaried or were you
hourly?
A Salaried.
Q And how many other salaried employees were
there at the business back when it first started in 1974?
A None.
Q It was just yourself?
A Everyone else was hourly.
Q Was your wife a salaried .employee also of the
business?
A For a short time. Well, no. I'm sorry.
Again, she was an hourly employee.
Q What type of salary were you taking from or
were you receiving from the business?
A You mean dollar amount?
Q Dollar amount. I know it goes back a long
time.
A Yeah. Approximately $10,000 a year.
Q And did you adjust that for increases,
inflation, cost of living, what have you, from year to year
or did it stay pretty consistent over the time?
A It stayed pretty consistent.
Q And did you receive any fees for serving as an
officer or salary for serving as an officer of the company
aside from your salary as an employee?
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A No. I wasn't aware that I could do that.
Q In or about 1995, there were -- there was an
agreement that was entered into between -- well, I don't
want to imply any legal meaning to this. I'm just throwing
this out so we understand we're on the same page.
A Uh-huh.
Q There was an agreement that was entered into
with Gulf Oil by the business or associated with the
business in 1995, a product agreement. Do you remember that
agreement?
A Yes.
Q Okay. And as part of that agreement there was
a loan made by Gulf Oil to either you or the business for
purposes of improvements to the business; is that fair?
A Correct.
Q How did that agreement come about, what were
the circumstances that led to that agreement?
A It was a normal business arrangement. I don't
know exactly what you mean.
Q Did you approach Gulf Oil about the
arrangement, did Gulf Oil approach you about the
arrangement, do you recall at this point?
A I had been receiving a payment from Gulf Oil
on gallons of gasoline sold almost from the very beginning.
This was an extension, I guess you would say, of that
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agreement. However, instead of getting all the money from
-- at the end of the month for the gallons sold they
advanced me funds against future sales.
Q Okay. And let's talk about the improvements
for a second that was part of the loan for the
improvements. What type of improvements did you want to
make or was that for making for the business?
A Well, I had had a prior agreement with Gulf
Oil, a similar type agreement. I'm not sure of the date.
It was for installation of -- excavation and installation of
new gas tanks, a canopy, new dispensers, painting the
islands, that sort of thing; simply upgrading the gasoline
part of the business.
Q So previously you had entered into a similar
agreement where you had received advances --
A Right.
Q -- to make improvements?
A Right.
Q And as of 1995 there was still due and owing a
portion of that -- of those advances still due and owing to
Gulf; correct?
A Correct.
Q And was it your understanding that that prior
amount that was still due and owing was wrapped into the new
advance you received?
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A Correct.
Q Now, the things that you just -- the items
that you just told me for the improvements, were those all
part of the original advance?
A Yes.
Q Now, what did the new advance cover in terms
of improvements?
A I really can't -- I can't remember exactly
what we were doing at that time. I know that I needed the
funds, and they advanced them.
Q And was that something that you had approached
them about, to say I need more funds, can we do a similar
type agreement?
A Yes.
Q Now, was it your understanding that Gulf Oil
was advancing these funds to the business as opposed to you
personally, Mr. Major?
A Absolutely.
Q You wouldn't have expected Gulf Oil to advance
you money personally?
A No.
Q There were a series of documents that were
signed to codify or put on paper these transactions;
correct?
A Correct.
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Q Now, at the time that those were signed, were
you represented by legal counsel?
A No.
Q Did the business have an attorney they used
from time to time?
A I had used an attorney but not for anything
with Gulf Oil.
Q So you did not have an attorney review the
documents before you signed them?
A Correct.
Q Did anybody from Gulf say that you couldn't
have an attorney review them?
A No.
Q You had opportunity to have that happen if you
wanted to?
A Yes. It was never brought up.
Q Okay. Did you have an opportunity to review
those documents before you signed them? They gave you the
documents and --
A Yes, here they are. I looked at them. I said
what does it mean and signed them.
Q Okay. And we'll come back and we're going to
go through those documents a little bit in more detail in a
little bit, but I want to actually finish through kind of a
chronology of events before we go back and get into some of
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those details.
Now, your wife was part of the business up
until a certain period of time, and I think that was 1991.
A Yes.
Q Does that ring a bell?
A About that.
Q Okay. And I get that from looking at a
handwritten entry into the corporate records, and these were
minutes, handwritten minutes, from annual stockholders
meetings, and this was held on January 2nd, 1991, and that's
where it indicated a Julie Ann Major. That would be your
wife?
A Yes.
Q Had tendered her resignation as secretary of
the corporation and sold her share of stock. Do you know
why?
A Yes.
Q Okay. Can you tell me?
A Because we had always kept the business and
our personal finances and life separate. I was in a
position where I had to borrow additional funds for --
partly for improving the property, partly to take -- to make
up for business losses and that sort of thing, and my wife
was not pleased with having to do that, and at that point
she said, okay, but this is the end of it, I'm out of it.
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Q Now, when you said you had to borrow
additional funds to cover business losses and further
improvements, was that through a line of credit with a bank
or a loan from a bank?
A Yes.
Q was that Commerce Bank?
A Commerce Bank.
Q Your loan or line of credit, whichever it was,
is there -- are there amounts still due and owing on that
today?
A Yes.
Q And is that the loan that is secured by a
mortgage on the property?
A Yes, it is.
Q And how much -- if you know sitting here
today, how much is still owed to Commerce on that debt?
A Approximate?
Q Approximate.
A $53,000.
Q Have you continued to pay back Commerce?
A Yes.
Q On a monthly basis?
A Yes.
Q Do you know how much you're paying Commerce on
a monthly basis?
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A $1,400 and change.
Q So from 1991 when your wife tendered her
resignation as secretary and sold her share of stock, did
you continue on as the only officer and owner of the
company?
A Yes.
Q Now, did your wife still work as an employee,
an hourly employee, from 1991 forward?
A No.
Q So she completely divested herself from the
business?
A Uh-huh.
Q Is that a yes?
A Yes. I'm sorry.
Q Approximately -- and I know it probably varied
from year to year, but approximately how many employees did
the business have from let's say 1995 through 1999 when you
ceased doing business?
A Approximately two full time and two or three
part time.
Q And the part time, was that seasonal as --
A Weekends, evenings.
Q There came a point in time in 1999 when the
business stopped operating; is that correct?
A Correct.
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Q And what were the circumstances that brought
that about? I only know -- I mean, I honestly don't know
the full circumstances so --
A This is the tough part. It was the third time
I had been robbed, and this time I was shot and wounded, and
at that point I said -- I almost died, and I said I'm not
going back there.
Q Where were you shot?
A In the lower abdomen. They took out about a
third of my liver, and they didn't expect me to live.
Q What were the other two times that you were
robbed previously?
A One approximately a year -- just about a year
prior and once about two years prior at knife point.
Q And that happened in February; is that
correct?
A The 1st.
Q February 1st, '99?
A (Witness nods head affirmatively).
Q How long were you in the hospital, do you
remember?
A I think it was about 16 days.
Q During the time period you were in the
hospital, did the business shut down at that point or did it
continue operating?
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A It shut down initially. Then my son took off
work and opened it up for about a week.
Q After that one week period --
A It's been --
Q It's been done ever since?
A Except for the beginning of June of this
year. I opened it up for a day.
Q Why did you do that?
A To protect the nonconformance zoning.
Q Okay. So as a result of that incident, you
decided to sell the business?
A Yes.
Q And how soon after that decision was made was
the property put up,for sale?
A Within a month, six weeks.
Q And that property still remains for sale
today; is that correct?
A Correct.
Q What efforts were undertaken to sell the
property initially in 1999?
A I personally contacted everyone I could think
of as far as oil companies, convenience store chains, any
other leads that I could possibly think of or was suggested
to me. I also placed ads in the newspaper.
Q Had you hired any kind of agent or broker at
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that point?
A After trying on my own for a couple of months,
yes.
Q And who was hired to do that?
A CIR.
Q And are they still the realtor?
A No.
Q How long were they the realtor/agent?
A I signed a contract with them for one year.
Q So sometime in 2000 that expired?
A Yes.
Q And was another agent or realtor hired?
A No. I continued to advertise in the newspaper
and put a sign of my own on the property with a post office
box number for inquiries.
Q And is that how it currently is today?
A Yes.
Q When is the last time you had an inquiry?
A Two or three weeks ago.
Q How often do you get inquiries on the sale or
on the property?
A I would say probably once or twice a month.
Q Do you have a sale price on the property or do
you have a price that's designated?
A Yes.
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Q What are you asking?
A A lot less than what I had asked originally.
I'm asking at this point for $135,000, $140,000.
Q Now, since the company has been out of
business, what has become of the -- well, let me take a step
back. At the time the company went out of business, what
did the business own, what were the assets of the
corporation?
A The property, an '84 Buick station wagon.
Q Was that something that you drove?
A Yes.
Q Was it a company car?
A Yes.
Q Where is that now? Do you have that at your
home?
A No, that's at the business. It's in the
garage at the business.
Q Did the company own any other cars?
A No.
Q What about fixtures or anything on the inside
of the property?
A In what regard?
Q Is there any equipment in the office for the
property, a computer or --
A No; a desk, furniture, adding machine.
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Q Credit card machines, anything like that. Has
that all been --
A No. All that has been -- the only thing that
remains in that line is the -- I'm sorry. There are
computers for the gas pumps and the gas terminals.
Q Are the pumps still there?
A Yes, but if -- can I clarify? They're not
pumps. They're product dispensers.
Q My apologies.
A The pumps are in the ground, in the tanks.
Q That was a layperson's -- a common,
non-industry person's remark. I apologize. The product
dispensers.
A I call them pumps, too.
Q Is there still a Gulf oil sign there?
A Yes.
Q Just one sign?
A One on the road and one on the canopy.
Q Is there any equipment inside the car wash? I
mean, the whole machinery, the car wash is there; correct?
A Correct. There's also a lawn mower, a weed
eater and miscellaneous hand tools.
Q Do you know if any of those items that you
mentioned are collateral that was used for the Commerce line
in addition to the mortgage that was given to Commerce Bank?
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A No, I don't believe so.
Q Has it been used for collateral for any other
debt that you have or the company has rather?
A Not to my knowledge, no.
Q So following your injuries in 1999, after the
shooting and after your recovery period, did you go back to
work in some capacity doing something?
A Yes, but not at the car wash.
Q I understand. What line of business did you
get into at that point?
A I'm an estimator for Parvin
Paving & Seal Coating Company.
Q When did you start with Parvin?
A I believe it was May or June of '99.
Q And you've been with them. ever since?
A Yes.
Q And are you an hourly or salaried employee
with them?
A I don't know how to answer that. I work on a
commission basis.
Q Okay. Are you an independent contractor?
A No.
Q You're an employee, but it's pure commission?
A Yes.
Q And is that based on a percentage of the jobs
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that you bring in?
A Yes. I don't know if it makes any difference,
but I do get a draw against commissions every week or every
two weeks.
Q What has your average -- your yearly take home
been since 1999 with Parvin?
A It started very low. About $30,000.
Q Now, does your wife work?
A Yes.
Q And did she work at the time? Did she do
something other than work for the business at the time she
was involved with the business?
A Yes.
Q What did she do then?
A Back then, she was in retail sales.
Q And when she got out of the business in 1991,
did she stay on in retail sales or did she do something
else?
A Actually, before she got out of the business
she was -- she had gone to be a receptionist for a dental
office.
Q Is that what she does today?
A Yes, a different office but --
Q She works for a dentist?
A Yes.
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Q A dental office?
A (Witness nods head affirmatively).
Q Which den tal office is she with?
A Keith P. Fisher. I think the name of the
business is Southpoint Family Dentistry.
Q Is she salaried or hourly with them?
A Hourly.
Q Since 1999, a ballpark, what has been her
average take home?
A $24,000, $25,000. That's a guess.
Q Is there any other employment that either you
or your wife have?
A No.
Q From time to time throughout your involvement
with the car wash business, the Gulf Oil business, did you
make loans to the business personally?
A Yes, we did.
Q And what were those loans for, were they to
cover losses or for some other purpose?
A For a number of purposes, including business
losses, to expand or add to the office area. We put an
employee's booth there, but, you know, that was primarily
it.
Q Okay. Let me go back and go through in some
detail the documents that you signed with Gulf Oil.
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A Okay. Can we take a short break so I can go
put some money in the parking meter?
MR. WINFIELD: Yes.
(Recess.)
BY MR. WINFIELD:
Q Mr. Major, I want to go through some of the
documents that we've been talking about related to the
agreement with Gulf Oil and the loan from Gulf Oil to the
business. I'm going to hand to you a copy of the complaint
in this matter. I've got a copy as well. This way we can
both flip through the documents and refer to them and
identify them for the record. If you'll turn to Tab A in
the complaint, there's a document here. It's entitled at
the top Product Sales Agreement, and it's dated the 15th of
November, 1995, and there are two pages or three pages --
four pages to this document.
A Okay.
Q Do you have four pages on yours?
A Yes.
Q After the second page, starting on the third
page, there's an addendum to the product sales agreement; is
that right?
A Yes.
Q Do you recognize this product sales agreement
and addendum as the agreement that you entered into with
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Gulf Oil in 1995?
A It appears to be, yes.
Q You've seen this before; correct?
A Yes, absolutely.
Q I want to take you to the first page of the
agreement itself. Now, this -- if you -- actually, if you
look at the second page of the agreement portion and at the
bottom, is that your signature at the bottom where it says
dealer?
A Yes.
Q And it says dealer, J. Wayne Major, d/b/a
Super Car Wash?
A Right.
Q When you signed that, were you signing that in
the capacity of the business as opposed to yourself
personally?
A Yes, as the business.
Q Okay. Now, this agreement -- if you turn to
the first page, under the first paragraph it says products
and quantities. Do you see where I am?
A Correct.
Q In that first paragraph, it says dealer agrees
to purchase and receive in relatively equal deliveries from
company the following products, subject to the minimum
annual quantity specified for each. Did I read that
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correctly?
A Yes.
Q And then it has different types of gasoline in
different amounts, 200,000 gallons of premium unleaded,
300,000 gallons of regular unleaded and 100,000 gallons of
midgrade unleaded; is that correct?
A Correct.
Q And the dealer in that paragraph refers to
your business; correct?
A Correct.
Q And the company would refer to Gulf Oil;
correct?
A Yes.
Q Is it your understanding that by this
paragraph that your company agreed to buy from Gulf Oil a
minimum of 600,000 gallons of gasoline a year?
A Correct.
Q Okay. And this agreement had a term running
from September 1st, 1995 till August 31st of 2004, and
that's set forth in Paragraph 10; is that right?
A Yes, but can I add something to that?
Q Sure.
A It was common practice, typical practice, that
if the contract -- if the gallons to cover the unamortized
portion were purchased prior to that date then the contract
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was fulfilled.
Q Okay. We'll get to that. You're getting
ahead of the game.
A Oh, I'm sorry.
Q That's okay.
A What I was getting at is there was really not
a stipulated time period, it was more of a gallonage period.
Q 600,000 gallons during a year though; is that
right?
A Not necessarily. I mean, that's the way the
contract read, but it was the understanding that the
contract was in effect until the total gallons purchased
amortized the loan that they had given.
Q Okay. And the reason 600,000 gallons a year
for 9 years was used as a figure --
A Yes.
Q -- is because it would have taken that much to
amortize the loan that Gulf Oil gave to you; correct?
A Correct.
Q When I mean you, I mean the business; correct?
A Yes, the business.
Q And that was being amortized over a nine year
period based on .018 cents per gallon purchased; correct?
A Correct.
Q So for every gallon that you purchased or the
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business purchased from Gulf Oil, 1.8 cents -- actually 1.8
cents per gallon was going directly towards paying back the
loan?
A Correct.
Q And that is set forth on the addendum; is that
right?
A Yes.
Q Now, on the addendum, if you look at the first
page of the addendum, in Paragraph B it says dealer agrees
to purchase 5,400,000 gallons of gasoline over such 9 year
period to amortize the total expense of $96,900?
A Correct.
Q And the $96,900 was the full amount of what
Gulf Oil was lending you, plus what was still owed under the
previous arrangement; correct?
A Including what was owed, yes.
Q Right. Now -- and you can take time to look
over this, but it doesn't say anywhere in here that you
could take or the business could take longer than nine years
to pay back the amount owed; correct?
A Correct. However, the amount $7,193 was the
carryover from the previous agreement which was not
satisfied.
Q Within the time period?
A Within the time period. So they simply added
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it on, and that's what I was getting at, that that was a
fairly normal --
Q Now, would you agree with me that that -- in
the event you didn't purchase 600,000 gallons a year that
Gulf Oil could have said, well, you owe the full amount back
to us?
A They could have, but didn't.
Q Okay. But you don't dispute that they had
that right?
A No, no.
Q In addition to this product sales agreement,
did Gulf Oil also ask that you personally sign a promissory
note?
A I believe so.
Q Okay. And I want to have you turn to
Exhibit B in the complaint.
A Okay.
Q Exhibit B is a promissory note in the amount
of $96,900 dated November 15th, '95, and it bears a
signature on Page 2 that's above J. Wayne Major. Is that
your signature on Page 2?
A Yes.
Q And do you recognize this promissory note as
having seen it before?
A I have seen it, yes.
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Q And was this a promissory note that Gulf Oil
asked you to sign in conjunction with the agreement we just
looked at?
A Yes.
Q And did you understand that what you were
being asked to do was to sign a note personally for the
$96,900 amounts that were previously loaned to you or loaned
to you as part of this product sales agreement?
A I would say yes. I mean, I understood that,
but when I signed the contracts they were presented to me
that these are the papers you have to sign for this
contract, you.
Q You could have said no though, too?
A Oh, absolutely.
Q Correct?
A Yeah, and not gotten the money.
Q Right. But this is what you wanted, the money
from Gulf Oil, and this is what Gulf oil wanted in exchange
for the money?
A Exactly.
Q Okay. Now, in looking at the first paragraph
-- and there's a phrase I'm going to read, and it says
together with all costs, expenses and attorneys fees
incurred by holder in any proceeding for the collection of
the debt or in any foreclosure or in any litigation or
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controversy arising from or connected with this note, and it
continues on. Do you understand that this promissory note
provides for the collection by Gulf Oil of all attorneys
fees associated with having to collect upon this note?
A Yes.
Q Looking at the fifth paragraph down, the fifth
paragraph down has a phrase in it. It says default in the
payment of any obligation due hereunder for a period of 30
days after any of the same become due and payable, so on and
I
so forth, shall render the whole of this note immediately
due and payable at the option of the holder. Do you
understand that the --
A Yes.
Q Do you understand that the holder is referring
to Gulf Oil?
A Correct.
Q And do you understand that in the event that
the business or you would default on any of the obligations
set forth in the agreement or the note that Gulf oil, after
30 days, would say this -- the whole amount that's still due
and owing is immediately due and owing and payable?
A Yes.
Q Okay. Exhibit C was another document I
believe that you had signed. Take a look behind the Exhibit
C tab to the complaint. At the top this is entitled a
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guaranty. It's just a single page, and at the bottom
there's a signature. Can you tell me, is that your
signature at the bottom right?
A Yes.
Q This was also signed on November 15th, '95?
A Correct.
Q Did you understand that what this was doing
was having you personally guarantee the obligations of
JUL-WAY Enterprises pursuant to the purchase of the gallons
of gasoline under the products agreement and the repayment
of the debt by doing so?
A I'm sorry. I think I know what you meant, but
would you repeat that?
Q Sure. Did you understand that what this
guaranty was was you personally, J. Wayne Major,
guaranteeing the performance of JUL-WAY Enterprises to
purchase 5.4 million gallons of gasoline over the 9 year
period and to fully repay back the loan that Gulf oil made
to the business?
A Yes.
MR. WINFIELD: Why don't we have this marked
as Exhibit 1.
(Open End Construction Mortgage Deed marked as
Major Exhibit 1.)
BY MR. WINFIELD:
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Q I'm handing you a document which has been
marked as Major Exhibit 1, an exhibit. This is an open end
construction mortgage deed. It's a five-page document.
I'll give you a chance to look over it, and then I'll ask
you a couple questions. Are you finished looking at it,
sir?
A Yeah.
Q On the third page of the document, there's a
signature, J. Wayne Major, JUL-WAY Enterprises, Inc.; is
that correct?
A Correct.
Q That's your signature?
A Yes.
Q This was also
A Correct.
Q And did you u
doing was giving a mortgage
amount of $96,900 to secure
Gulf Oil was lending to the
MR. DZURANIN:
BY MR. WINFIELD:
signed on November 15th, 1995?
aderstand that what you were
interest to Gulf Oil in the
the payment of the amounts that
business?
Could we clarify who you is?
Q Well, this was the business -- this was
JUL-WAY Enterprises giving this mortgage interest because
JUL-WAY Enterprises owned the property; correct?
A Correct.
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Q And did you understand that JUL-WAY
Enterprises was giving a mortgage interest in that property
as security to repay that debt?
A Yes.
Q Now, the business was known and held out to
the public as Super Car Wash; correct?
A Correct.
Q But that was still JUL-WAY Enterprises;
correct?
A Correct.
Q Okay. From --
MR. WINFIELD: Do you want to take a break?
A Yes, if you don't mind.
MR. WINFIELD: Sure.
(Recess.)
BY MR. WINFIELD:
Q Following the signing of this agreement in
November of '95, did you keep track in any way for the
business how many gallons of gasoline you were purchasing or
the business was purchasing from Gulf Oil?
A Gulf Oil would issue statements as to how many
gallons we purchased.
Q Monthly statements?
A Yes.
Q Those would come to you as the owner of the
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business?
A To the business, yes.
Q And did you maintain a copy of those
statements?
A I didn't put them in a record or anything. I
looked at them and --
Q Did you throw them away?
A Pretty much, yeah.
Q Did you look at them to make sure they sounded
right?
A Yes.
Q Was there ever a time when they were wrong?
A Not that I can recall.
Q If there would have been a time when they were
wrong, would you have called and gotten that corrected?
A Absolutely.
Q So based on your recollection, do you believe
that the records that Gulf Oil was keeping as to the number
of gallons of gasoline that your company was purchasing were
accurate?
A Yes.
Q Based on recollection, did the company buy or
purchase 600,000 gallons of gasoline in 1996?
A My recollection is I don't think so. I'm not
-- I have -- no.
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Q Would there be any documents that you still
maintain that we could look at to verify what number of
gallons of gasoline JUL-WAY Enterprises purchased in 1996?
A It should be in some of the information that I
had given as far as the --
Q Some of the daily logs?
A Yes, because I compiled them on a monthly
basis. I don't know that I ever added up 12 months for the
year to find out, you know, in any given 12 month period how
many gallons that I had.
Q But we could do that?
A Yes.
Q And that should tell us how many gallons were
purchased?
A And that should be in the information we had
given you.
Q In addition, you know Gulf Oil was keeping
records because they were sending you statements; correct?
A Yes.
Q And you would expect if Gulf Oil took all of
those statements and added all those up they would show also
the number of gallons of gasoline purchased?
A Correct.
Q Do you have any reason to believe that Gulf
Oil's records in regards to how many gallons were purchased
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are wrong?
A No, I don't.
Q Do you recall any calendar year in which --
from 1995 forward in which JUL-WAY Enterprises purchased
600,000 or more gallons of gasoline from Gulf Oil?
A Or more?
Q Or more.
A At this point, no, I don't. I don't
remember. I know there were some years that we purchased
more, some that we purchased less.
Q Between 1995 and --
A I believe so.
Q Between the time of executing the agreement in
1995 and February of 1999 when the shooting occurred, did
you ever write to Gulf oil during that time period and say
that you were cancelling the agreement?
A No.
Q Looking at the complaint that you have in
front of you, if you turn to Exhibit D, Exhibit D is a
letter addressed to you from Jim D'Entremont of Gulf Oil.
Do you recall receiving this letter?
A Yes, I do.
Q And did you understand that this letter was a
demand by Gulf Oil for you to pay the remaining amounts due
and owing back to them for the loan?
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A Yes.
Q And there's an amount in there, $72,896.71,
which Mr. D'Entremont of Gulf Oil indicates is the amount
due and owing left on that loan. Do you have any reason to
believe that that amount is not correct?
A As far as the unamortized amount, no.
Q So would you agree with Gulf Oil that that is
the unamortized amount that's due and owing to them?
A Yes.
Q What did you do, if anything, in response to
this letter?
A I made a phone call to him to explain what the
circumstances were.
Q Was that the first time that you had notified
them that you had gone out of business?
A No.
Q You had done that previously? Let's talk
about that for a minute. When did you contact Gulf Oil
following the shooting to let them know that you were going
out of business?
A Well, they were aware immediately --
Q Okay.
A -- through the newspaper accounts, through
other means. I mean, I had a good relationship with the
people, the local people, and they were notified, and
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shortly after I got out of the hospital my sales rep --
Q Who was that?
A Bob Frank, Robert Frank. He had called me and
asked if there was anything they could do, you know, which
was very nice, and, of course, there really wasn't, and we
generally discussed what was going on, and I told him at
that point that I was not opening up again, and we had
several conversations over the next probably six months or
so, six, eight months, and no mention was made of any demand
for repayment. I am not sure whether that was even in his
area of responsibility. I had received -- and I don't have
a copy of it. I had received another letter I believe prior
to this, probably six months prior to that.
Q Prior to the March 28th letter?
A Yes, and I don't know who had sent it.
Q Okay.
A But, again, rather than reply by mail, I had
gotten on the phone and called them and talked to them and
explained that I was currently trying to sell the business,
and, of course, they would be satisfied when that -- when
the business had been sold.
Q Okay. And do you know who you spoke to?
A No, I do not.
Q And the previous letter you received
approximately 6 months before the March 28th letter, was it
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a similar demand letter?
A Yes.
Q Following March 28th, 2000, did you have any
-- did you say that you called somebody?
A Yes, I did.
Q Did you call Mr. D'Entremont?
A Yes.
Q And how did that conversation go?
A Again, I explained what I was doing and the
fact that the property was in the hands of a realtor and I
was not -- I acknowledged that I would pay when we sold the
property whatever was outstanding and due from whatever the
proceeds of the sale were.
Q And did you have any further conversation with
Gulf Oil after that one following this March 28th letter?
A No, or maybe I should say I don't remember. I
may have. I may have received a phone call from them, but I
don't know what time -- you know, a time frame or --
Q Now, you haven't -- neither you, nor JUL-WAY
Enterprises has paid back to Gulf Oil any amounts after that
March 28th, 2000 letter?
A No.
Q And, in fact, any amounts that have been paid
to Gulf Oil to pay down the loan since the signing of that
agreement in November of '95 has been through the purchase
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of gallons of gasoline?
A Correct. Can I interject something here as
far as payments are concerned?
Q Sure.
A When I closed the business, I had accounts
receivable with Gulf as far as credit cards that had been
presented to them that hadn't been paid to me. I also had a
security balance, security deposit, on the purchase of
gasoline, plus some interest on that, and I don't know that
that was ever applied to the outstanding unamortized portion
of that.
Q How much were the accounts receivables for?
A A guess, $1,500 to $2,000.
Q And how much was your security deposit on the
purchase of gasoline?
A $10,000, plus some interest. But, because of
the circumstances, I did not demand payment back or
anything, you know, of that nature.
Q You don't know whether that $10,000 was
applied?
A No, I do not.
Q Or whether the accounts receivable were ever
collected?
A They were credit card charges that were --
went through the credit card system, through the computer,
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and I would be credited with that towards gasoline
purchases.
Q Okay. So they were -- the payments hadn't
been made yet for gallons already purchased?
A Correct.
Q These were credit card purchases that actual
physical payment hadn't come into JUL-WAY Enterprises yet?
A Correct.
Q But they would have already been gallons of
gasoline that would have been purchased by JUL-WAY because
they were in the pumps or in the reservoirs?
A Tanks.
Q Tanks. I'm trying to pick the right word. I
don't want to upset people in the industry. It was already
gasoline that was purchased by JUL-WAY from Gulf; correct?
A Correct.
Q So it would have already been reflected on the
invoices that you would have received or the statements you
would have received by Gulf as to how many gallons you had
purchased?
A Correct.
Q Okay.
A But the way that the accounting process was, I
accepted credit cards and that was then -- everything was
transferred electronically. I was to receive a credit for
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the credit card sales. Those credits were applied to
whatever p ayments I had to make to Gulf. There was always
outstandin g credits coming back.
Q What happened when you closed down, was there
still gaso line in the tanks?
A Yes.
Q How many gallons, do you know?
A Approximately 2,500 gallons.
Q What happened to those?
A It's still there.
Q The gasoline is still in the tanks?
A Right. It has to be. It has to be to hold
the tanks in the ground.
Q Yes. Pursuant to your agreement with Gulf,
that was - - those were gallons that you had already
purchased from Gulf; correct?
A Correct.
Q So those were gallons that had already been
paid for?
A Yes.
Q What I would like to do -- and I had asked
that you bring with you today, and your attorney did, the
box of documents that you previously supplied in response to
our request for production of documents and the documents
that you had previously supplied which are in a box on this
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table. I had made a set of those for myself of copies when
I had them. Are those the entire records that you have of
-- that relate to the product agreement that you had with
Gulf oil or the records regarding the gasoline sold during
that time period?
A I believe that it's, all the pertinent
records. I have individual gasoline delivery slips that
specified the date and the gallons, however, they are all
listed on the monthly statements. You know, I have probably
hundreds of individual slips that would be redundant.
Q Okay.
A And some of them I don't have so --
Q One category of documents that were supplied
were financial statements for JUL-WAY --
A Yes.
Q -- Enterprises. And I have financial
statements from year ended 1996 through year ended September)
30th, 1998. Was there a financial statement prepared for
the time period between September 30th, 1998 and the time
that JUL-WAY Enterprises stopped doing business?
A No.
Q Do you know why that is, or you just didn't do
it?
A I just didn't do it.
Q Now, the financial statements -- and I'm
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looking at one year ended September 30th, 1998. what I have
actually is four pages, which is comprised of a cover page,
a balance sheet, two pages of a balance sheet, and an income
statement page. At the bottom of each page, it says see
accountant's report. Is there an accompanying accountant's
report for each of the financial statements?
A That was -- no. That was all -- that was
there -- other than that which would come with the corporate
tax package.
Q Okay. And the corporate tax package would
include the tax returns?
A Tax returns.
Q And you would have the financial statement,
and what else would be in that package?
A That was primarily it, the corporate tax
returns and that statement.
Q Okay. JUL-WAY Enterprises is still an
existing corporation?
A Yes.
Q Is it currently doing anything other than just
existing?
A No.
Q On the year ended September 30th, 1998
financial statement, under liabilities -- let me show you --
there's NP Commerce Bank REPMTS, and I think the NP probably
r<
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is notes payable Commerce Bank repayments, and it shows
$7,366.66, and above that there's a note payable Commerce
new $90,954.52. Do you know, are those related to the line
of credit or loan you received from Commerce which we
discussed earlier?
A As far as I know, yes.
Q Were there any other loans or lines of credit
that you had outstanding with Commerce?
A No.
Q Does that appear to be the dollar amount or
the dollar amounts, in the ballpark?
A Yeah, to the best of my knowledge.
Q There is a notes payable Gulf Oil DEF. It
says $50,000.01. Do you know what that is for?
A No.
Q Also included as far as financial records for
JUL-WAY Enterprises were balance sheets and profit and loss
statements from 1974 through 1977 and then nothing until
1996. Did you have financial statements prepared for each
of the years from '74 through '96?
A No. I had changed accountants, and the new
accountant never -- and I don't know when. I don't even
know what year it was that I changed accountants.
Q Did you always have an accountant?
A Yes.
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Q So there was no period of time between 1974
and 1999 where you didn't have an accountant?
A No.
Q So it was either -- was there anyone other
than Mr. Runkle and Mr. Kostukovich?
A No.
Q But you believe there was a period of time in
which financial statements were not being prepared?
A Simply just a -- just the tax reports. The
tax returns were being prepared.
Q Do you know why financial statements weren't
being prepared for a period of time?
A I had no need for them as far as I know.
Q Let's talk about the tax returns for a
second. Tax returns for JUL-WAY Enterprises were produced
for the years ending September 30th, 1996; September 30th,
1997 and September 30th, 1998 --
A Uh-huh.
Q -- but nothing was produced for the year
ending September 30th, 1999?
A Correct.
Q I believe a tax return most likely was filed.
A No, it was not.
Q No tax return was filed?
A No.
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Q Why wasn't a tax return filed?
A I never prepared one or submitted it or
submitted information to my accountant for it.
Q There was income from October of '98 through
February of '99?
A Correct.
Q But you never prepared a tax return?
A No.
Q Have you ever received any types of notice
from the Department of Revenue?
A No.
Q Or the IRS?
A No, not yet.
Q Are there any back taxes that JUL-WAY
Enterprises currently owes to either the Department of
Revenue or the IRS?
A I'm sure there are.
Q Do you know what amounts?
A No.
Q Have you been notified of any tax liens?
A There are sales tax liens filed against the
property that I'm aware of.
Q Are those still unsatisfied?
A Yes.
Q How many are against the property that you're
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aware of?
A I'm sorry?
Q How many tax liens are there against the
property that you are aware of?
A Just that at this point.
Q Do you know the dollar amount approximately?
A $5,000. I have been notified by the State of
corporate taxes due.
Q In what amount?
A To the best of my recollection, $7,000 to
$8,000.
Q Would that be for that period of time between
December or October of '98 through the time you stopped
doing business?
A Yes. However, I called and I spoke to the tax
collecting officer, and I said to him -- I said you realize
that I haven't been in business and prior to going out of
business I was not making any money, and I said, well, this
is totally ridiculous, and he informed me that this was
their standard practice, to assume the highest possible tax
liability for anything that hadn't been filed, and he said
in actuality it should be in the neighborhood of $3,000 to
$4,000 per year for a period of I think two -- either two or
three years.
Q And have you entered into some type of
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repayment plan?
A No.
Q Have you been notified of any formal action
being taken against you by --
A No.
Q -- the Department of Revenue?
A No. Again, he is aware of what had happened
to me and what the circumstances were.
Q When you say you were contacted, is that the
Pennsylvania Department of Revenue or the IRS?
A Yes, Pennsylvania Department of Revenue.
Q Have you been notified by the IRS at all?
A No.
Q Now, the tax returns that I have are not
signed, and I'm not sure if they are the complete tax
returns that were actually filed. Do you have signed copies
in your possession?
A No. This was a copy. He typically gave me
copies of the form, and I signed the returns that were the
returns that were being sent out.
Q And kept a copy for yourself?
A I just kept a copy. I didn't bother signing
my own copies.
Q Okay. All the business expenses for the car
wash/gas station were included as part of the business
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expenses on the corporate tax return for JUL-WAY; correct?
A Correct.
Q As was all the income from the business?
A Yes.
Q I have individual tax returns from 2001 going
back to 1998. I don't have any from 1995 through 1998,
although I believe those were requested. Do you still
maintain copies of '95 through '98 personal tax returns?
A Yeah. I thought that they had been included
in what I gave you.
Q And before I jump the gun on that, that's one
of the reasons I asked for the box to be brought back. I
had actually sent these out to have them commercially
copied, so I could have a complete set, but this is what
came back to me. I don't believe that they were in that
box. We can look through them to see, but if they're not
within those materials, are they something that you would
have --
A Yes.
Q -- that you can provide copies of if
requested?
A Yes.
MR. DZURANIN: What years?
MR. WINFIELD: '95, '96, '97.
BY MR. WINFIELD:
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Q Now, again, these tax returns are not signed,
and I would anticipate your response would be the same; is
that correct?
A Yes.
Q But I also note that none of the '99 tax
returns have attached to them any W2's.
A No.
Q Do you know why that is?
A I kept the originals and just copied the --
Q Do you have copies of the W2's from the tax
years?
A I'm sure I do.
Q Okay. So that would be something that if we
requested you would be able to locate?
A Yes.
Q There are listed on the 2001 tax return --
this is a joint tax return that you filed with you and your
wife. There are listed dividends from six different funds
or stock holdings.
A Yes.
Q American Home Products, is that stock --
A Yes.
Q -- that you currently own? Is that owned by
you or your wife?
A That is owned jointly.
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Q Do you recall when that stock was purchased?
A Approximately in 1976.
Q Was it purchased jointly at that time?
A Yes.
Q Do you have records reflecting the purchase of
the stock?
A What kind of records?
Q How did you purchase -- did you purchase it
through a broker?
A No.
Q Did you purchase it direct from the company?
A Can we -- well, my father-in-law asked me for
$25, and I gave it to him, and he in turn had the shares
sent to us.
Q Oh, it was a transfer of stock from your
father-in-law?
A I'm not sure whether it was from my
father-in-law or my brother-in-law. My brother-in-law
worked for the company and had a stock option to buy.
Q Okay. Did you receive yearly statements from
American Home Products regarding the stock and the
performance and so on?
A I'm sure, yes.
Q Are those things that you maintain records of?
A Some of them, I'm sure.
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Q What about Kerr McGee Corporation? That's
also stock that is currently owned by you?
A No. That is by my wife.
Q Do you know when your wife purchased the Kerr
McGee Corporation?
A That was -- all of those originated from an
inheritance from her father. She was a co-owner when he
passed away.
Q She was a co-owner of the stock when he passed
away?
A Yes.
Q That's Philadelphia Suburban as well?
A Yes.
Q And the Sunoco?
A And the Sunoco.
Q When did he pass away?
A 1977.
Q What about Excelon Corporation?
A There has been mergers and acquisitions I
guess over the years, and the stocks have changed.
Initially, it was all Sun Oil Company and Philadelphia
Suburban a nd Philadelphia Electric.
Q So that was the stock that was received as
part of -- from the stocks that were inherited by your wife?
A Yes, and the names have changed over the
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years, and I don't know what company was what at this
point. Just for clarification, there's one other stock on
there or -- it's not. I'm sorry. It's not a stock.
Q The Van Kampen?
A The Van Kampen. That was -- that also is in
my wife's name, and it was as a result of an inheritance
from her mother.
Q Okay. Do you have any -- you individually.
Do you have any bank accounts that you own personally in
your name?
A No.
Q Do you have any stock that you own?
A No. I have an IRA that has some stock in it,
a very minimal IRA.
Q What's the value of your IRA, if you know?
A I'm not even sure. Maybe $1,500.
Q Do you have a car registered in your name?
A No.
Q How many vehicles do you and your wife own?
A Just the one.
Q Is it in both of your names or in her name?
A It's in her name.
Q Do you know when that was purchased?
A About two years ago.
Q What kind of car is it?
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A It's an '85 Buick.
Q There were two binders -- actually, let's grab
yours because I have copies of them. I want to grab the
original two green spiral binders that were produced.
A Yes.
Q Were these records of the business?
A Yes.
Q Okay. And I just want to try to understand
what they are. Let's start with the smaller one. The first
page on the smaller one -- my smaller one is a much smaller
pile, so we'll start with the smaller one. The first entry
on that is 9/1/95. Can you just tell me what this was?
A This is a record that I would keep on a daily
basis of the amount of gasoline sold on credit card.
Q These are all credit card purchases?
A These are all credit card records as far as
the total credit card sales; what they call bypass credit,
which was BP credit; bypass number, which was corresponding
to the date; the processing fee that they charged and the
Gulf Mastercard amount, and I can't tell you why I kept that
separate.
Q Okay. So everything in here relates to credit
I
card purchases?
A Correct. Well, and other things.
Q What other things?
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A As you go back through there, it shows the
gasoline purchases by invoice number and dollar amounts.
Q That would have been gasoline purchases by
JUL-WAY from Gulf?
A Correct, and also there's a rent notation on
there that is for -- they charged a rent for the Gulf Oil
sign. There's another notation in there. It's noted as SA
with a particular month and year. It says November '96,
October '96, etcetera.
Q What does SA stand for?
A Sales allowance or special allowance. Part of
the contract -- I haven't seen any of this, but part of the
contract was that with every gallon of gasoline I purchased
1.8 cents, of course, went towards the amortization of the
outstanding balance and another one cent per gallon was
credited to me. When I say me, to the company.
Q In the form of a rebate or something like
that?
A Yes, yes, and that was -- again, it was
electronically transferred and credited to my overall credit
card account.
Q And did you receive all of those one percent
I'll call it rebates for lack of a better term that you
believe that you were due and owing?
A Up until the time I closed the business. What
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happened for the last couple months, I'm not sure.
Q Okay. So that's the one book.
A Right.
Q What's the second? And this is a bigger --
the larger of the two binders.
A This was a record of -- I had a checking
account I guess with Commerce Bank where numbers, amounts,
from the bypass system were credited directly to that
checking account from the credit card sales.
Q This was electronically transferred from Gulf
Oil to this account?
A Correct. Then there were gasoline invoices
that were electronically debited to the account, and then I
made transfers from my general ledger account to this
gasoline account, and these were for the purchase of the
gasoline or the payment of the gasoline.
Q And all those accounts were all accounts for
JUL-WAY Enterprises?
A Yes.
Q And this was the way that everything was
electronically set up to facilitate ease in payment for
gallons of gasoline and credits back?
A Yes.
Q At the very back of the bigger book, the
bigger binder, written in the other direction of this spiral
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notebook are a series of numbers. Do you know what those
are for? It begins at the top with July 18th, 1996 and runs
down a series of numbers through March 13th.
A These were invoice numbers and invoice amounts
for gasoline purchases or gasoline that I --
Q Okay. So the first number would be an invoice
number?
A Yes.
Q And the second number beside it would be the
dollar amount for the invoice?
A Correct.
Q And there is a blank beside for dollar amount
of invoice. Was that because you didn't know what it was?
A Or there was some question about it.
Q Okay.
A I don't remember why this record was kept, or
maybe it was just something that I was trying to find out.
I don't know.
Q There's a loose page in the back of this, and
it has on it CR 5448.07 on the left far side. On the right
far side, it has INV 7357.33. Do you know what that is?
A Yes. When I would make a telephone transfer
from one account to the other, I wrote this out so I knew
how much I was transferring, and I generally just jotted it
down, and after it was transferred I got rid of it.
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Q Okay. It was just one leftover piece of paper
from that?
A Probably.
Q And there's a slip in here. It looks like it
came from a credit machine of some kind or electronic
machine of some kind?
A Yes.
Q Can you explain what that is?
A Well, it's a sample of what I was talking
about the bypass system for credit card electronic transfers
to my account. They would -- everything went through the
credit card printer for the gas pumps, and that's the way
they would transfer the official amounts to me any time I
got a delivery of gasoline or they credited my account with
credit card credits, and this would have been a notification
for a delivery on February 1st for gasoline delivery.
Q Okay. I also received -- we talked a little
bit about what I would call the daily records, transactional
records, and they say at the top JUL-WAY Enterprises, Inc.
on one side and Super Car Wash on the other, and it's a
form. I'm going to show you one page. Those were daily
records that were kept?
A Yes.
Q And I have these beginning in 1998 and running
through February 1 of '99. Were these forms kept prior to
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1998?
A Yes.
Q And would you have those somewhere if we
wanted them? I'm not saying that we do.
A They would take a little bit of searching for,
but I'm sure that I could find them or find most of them.
Q On here would be a recording of every day's
sales activities; correct?
A Correct, and they should have a compilation
sheet on the top.
Q Would you fill -- would you prepare these?
A Yes.
Q Did you supply -- was there any requirement
for you to supply these to Gulf Oil?
A No. Those were business records.
Q Now, there are also a series of check
registers that were sent to us in response to the request
for production of documents. Were all the check registers
that were sent check registers from accounts held by JUL-WAY
Enterprises?
A Correct.
Q And how many different accounts were there?
A Well, there was the general ledger account,
the payroll account and the electronic transfer account. At
one point there had been a sales tax account, but I don't
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believe that that was still active.
Q I'm going to show you a page from a check
register, and at the bottom of the page there's an entry for
March 29th, 1999, and it's in the pay to the order of
column. It's to you, and I can't read the amount because
actually there is no amount listed, and under the
description it says loan repayment.
A Okay.
Q Do you recall in March of '99 writing out a
check from the company to yourself to repay yourself for
loans made to the company?
A No, I honestly don't remember.
Q Do you remember how much money was in the
checking accounts for the company when you decided to close
the business?
A No, I can't give you a dollar amount.
Q Can you give me an approximate dollar amount,
somewhere around $5,000?
A Probably in that neighborhood.
Q Do you know what loan was outstanding, if any,
on that date, that date being March of '99, from you to the
company?
A Over the years, I had made loans to the
business for whatever reason. The business didn't have the
money and needed to pay something, and somehow I would find
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it and make a loan to it, and I can't remember any
particulars on what this was.
Q I imagine you were receiving bank statements
from the banks of which these accounts were held?
A Yes.
Q I don't recall receiving the bank statements
among the documents that --
A I thought they had been given, too.
MR. WINFIELD: Can we take a minute off the
record?
(Discussion held off the record.)
BY MR. WINFIELD:
Q While we were off the record, we looked
through the box of documents and located some of the things
I had asked you about earlier. My apologies that I hadn't
had these copied earlier. I think there was a mix-up
between me and the copy service. Nevertheless, what I want
to do is ask you questions about some of these so we don't
have to go through this again.
A All right.
Q Let me show you -- I have -- there are a
variety of folders that say customer statement, and it's on
a Gulf Oil form.
A Yes.
Q Are these the statements which show the amount
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of gallons of gasoline that were purchased by JUL-WAY from
Gulf Oil?
A Correct. They show -- it's a monthly
statement that would show payments, gasoline purchases,
credits for credit cards and any other payments, charge
backs, rental charges, etcetera.
Q Okay. It looks like these actually go through
October of '98. Do you remember, did you receive deliveries
of gasoline after October of '98?
A Yes.
Q So would there have been several more
statements from October of '98 through February of '99?
A I wouldn't know where to find them. When I
was searching for documents, I tried to find every --
several of these were still in the envelopes and never
opened because I didn't -- if I didn't have a problem with
it, I just -- you know, there was so much other redundant
information.
Q Understood. I also was able to locate the '96
and '97 individual tax returns.
A Okay.
Q So I will only need '95. And I found the
corporate tax returns for '95 and '96.
A Okay.
Q So I don't need you to look for those either.
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Now, there were two bound by rubber ba
Commerce Bank statements, and it looks
Account No. 003004964, and the name on
JUL-WAY Enterprises, Inc., d/b/a Super
show you that collection, if you could
that was.
ad collections of
like one is for
that account is
Car Wash. I want to
tell me what account
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A This is the account for the electronic
transfer from Gulf Oil, both their debits and credits --
credits from the credit cards, debits for gasoline -- and it
also shows the telephone transfers from my general ledger
account into this account to cover the balance due for
gasoline payments.
Q Now, is it fair to say that that account was
used only as a conduit account to allow the transfer of
monies back and forth between you and Gulf?
A Correct.
Q And that the regular or daily savings/checking
account for the corporation was another account?
A Yes. That was what I referred to as the
general ledger account.
Q Okay. Do you recall that there were only two
accounts or were there more?
A There was also a payroll account. I may not
have included it because I didn't know whether that was
necessary. That's the payroll journal.
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Q Okay. And then I have this -- the second
bound collection of Commerce Bank statements runs from
January of '95 through August of '98. Again, would you have
maintained the account statements from August of '98 through
-- well, let me ask you, is the account still open?
A No.
Q When did you close the account?
A Sometime in '99.
Q Would you have the statements running from
August of '98 through the closing sometime in '99?
A I'm sure they're someplace. I don't know
exactly where.
MR. WINFIELD: Okay. Those were something
that I think are included within the request for
production. If you could have your client look for them, I
would appreciate it.
BY MR. WINFIELD:
Q Does your wife maintain separate accounts for
purposes of what she received as an inheritance from her
family?
A I'm not sure what you mean.
Q Does your wife hold personal accounts without
your name on them?
A Some, yes.
Q And are those accounts -- are the holdings in
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those accounts holdings that she received from her
inheritances?
A Yes. There's been several accounts that she
has in her own name that she uses; for instance, a weekly
deposit to pay taxes. For instance, there's also I guess a
money market account which were funds from her inheritances,
yes.
Q Did your wife ever pay money into the
corporation at any time when the corporation needed money?
A Through me, yes.
Q So your wife would give you money, and then
you would put it into the company?
A Right.
Q Was money taken out of the company to pay you
back and then your wife back for that money that was put in?
A Yes.
Q Do you remember how much money was paid from
the corporation to your wife through you over the years?
A No.
Q Is there a record anywhere of how much money
that would have been?
A I don't know that I have an actual record. I
haven't written down amounts as to what has been paid and
what hasn't. There was -- it was more on an as needed
basis.
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Q Were the amounts paid out from the company to
repay loans made by your wife through you paid out in the
form of a check?
A Yes.
Q All of them?
A Yes, yes, everything came out by check.
Q So if there were --
A I can tell you there hasn't been much paid
back over the years.
Q Are you able to ballpark it? Is it more than
$10,000, less than $10,000?
A Are you talking about currently since the
business has been closed?
Q No, since 1995. Let's stick in the time frame
from 1995 when this agreement was entered into with Gulf Oil
that loaned $96,000 -- well, it loaned $7,000 or $8,000 less
than that, but included in that was the previous loan that
was still due and owing. From that point forward until the
present time, approximately how much has been paid from the
company to your wife through you?
A We are currently -- I am currently making
payments on behalf of the company; mortgage payments,
attorney fees, these sort of things, taxes, insurance
payments. All of these things have been going from me to
the corporation, and, of course, the corporation is making
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no money, so nothing is coming back.
Q Right.
A So on an annual basis currently we're talking
I would say in the neighborhood of $22,000, $24,000 a year.
Q Well, that wasn't really what I was getting
at.
A Okay.
Q What I was getting at was from 1995 -- and I
think what you testified was that your wife from time to
time would pay money into the corporation through you when
the corporation needed money?
A Yes.
Q And from time to time the corporation would
pay back your wife through you the amounts that she had
loaned to the company?
A Right.
Q And the question that I was -- I had meant to
ask, if I didn't, was how much money has the corporation
paid back to your wife through you since 1995 approximately?
A It's been negligible.
Q Is it less than $10,000?
A Yes.
Q Less than $5,000?
A I would say so, yes.
Q Okay. Is the amount that you're paying that
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you just mentioned before, approximately $20,000 a year, to
pay the corporate debts --
A Uh-huh.
Q -- as they're coming in? Has your wife paid
through you any portion of that?
A Well, some of it. I can't tell you how much.
I would guess a couple thousand dollars a year.
Q Are there particular debts that she is helping
to pay in general, or is it just a sum that's coming in to
you to pay all of them in total?
A Well, you know, my salary goes to paying those
debts, and if there is a shortfall she'll help by making it
up.
Q What was the total amount of your wife's
inheritance?
MR. DZURANIN: Objection to the relevance of
that.
MR. WINFIELD: What's the relevance?
MR. DZURANIN: Yes. I think a lot of your
questions, quite frankly, have gone beyond the scope of
relevance for this case. She's not a party. There is no
liability for her. What does it matter how much she has?
MR. WINFIELD: Well, I'm not sure that the
legal areas have been fully exhausted in terms of whether or
not there's going to be any liability -- well, maybe not
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liability, but whether certainly her assets in part are
going to be touchable for purposes of collecting on my
judgment.
MR. DZURANIN: She's not a party to it. How
I
can it even be argued that they would be?
MR. WINFIELD: I'm not here to argue why they
are or why they're not, but I think that I'm entitled to
explore what those assets are.
MR. DZURANIN: I don't think so. I think
that's beyond any relevance to the action.
MR. WINFIELD: Well, you can note the
objection. You can direct him not to answer. The choice is
yours.
MR. DZURANIN: Can we go off the record?
(Discussion held off the record.)
MR. DZURANIN: I'have noted my objection to
relevance, and I direct my client not to answer your last
question.
BY MR. WINFIELD:
Q Do you maintain, either personally or you and
your wife, personal financial statements at all? Do you
have a financial planner?
A No.
Q Do you have a financial plan in place at all,
like a written plan?
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A No.
Q Do you keep a written list of your assets
anywhere?
A Not really, no.
MR. WINFIELD: I don't have any further
questions. Subject to any decision on your direction not to
answer, we can end the deposition, leaving open that issue
in the event that we feel compelled to have it adjudged by
the Court. That's all.
(The deposition was concluded at 12:55 p.m.)
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STATE OF PENNSYLVANIA
COUNTY OF YORK
ss
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I, Lisa A. Hansell, a Reporter Notary-Public,
authorized to administer oaths within and for the
Commonwealth of Pennsylvania and take depositions in the
trial of causes, do hereby certify that the foregoing is the
testimony of J. WAYNE MAJOR.
I further certify that before the taking of
said deposition, the witness was duly sworn; that the
questions and answers were taken down stenographically by
the said reporter Lisa A. Hansell, a Reporter Notary-Public,
approved and agreed to, and afterwards reduced to
typewriting under the direction of the said Reporter.
I further certify that the proceedings and
evidence contained fully and accurately in the notes by me
on the within deposition, and that this copy is a correct
transcript of the same.
In testimony whereof, I have hereunto
subscribed my hand this 12th day of September, 2002.
//1l?1 % A -
L1S A. Hansell, Reporter
Notary Public
my commission expires:
May 20, 2004
GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577
.r ?, _...._.___.. ..., oBfIDMUUlchnc;usmt5rst.-
WO-J6i'- I
OPEN END CONSTRUCTION MORTGAGE DEED
gakOZ
TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETINGS:
KNOW YE, THAT Jul-Way Enterprises, Inc. D/B/A/ J. Wayne Major,
D/B/A Super Car Wash. an Corporation, having an address of 5148 East
Trindle Road Mechanicsburg, Pa. 17055 (the "Grantor") for the
consideration of $91,900.00 received to its full satisfaction of GULF
OIL LIMITED PARTNERSHIP a Delaware Limited Partnership having its
principal office and place of business at 90 Everett Avenue Chelsea,
Massachusetts (the "Grantee"), does give, grant, bargain, sell and
confirm unto the said Grantee, its successors and assigns forever, with
MORTGAGE COVENANTS that certain real property with the appurtenances
thereto being more particularly described in Schedule A attached hereto
and by this reference made a part hereof, together with all buildings,
structures, improvements, furniture, fittings, furnishings, fixtures,
appliances, apparatus, machinery, equipment, tools, computers, trade
fixtures, building materials, supplies, goods, chattels and personal
property of any nature or description now or hereafter installed or
stored on the premises, and all increases, substitutions, replacements,
additions, and accessions thereto, thereon, or therein, now or
hereafter in, on or used in the enjoyment, rental, operations,
development and/or maintenance of the premises and all proceeds
therefrom, but specifically excluding any underground storage tanks or
tank monitoring equipment.
TO HAVE AND TO HOLD the above granted and bargained premises, with
the appurtenances thereof, unto it the said Grantee, its successors and
assigns forever, to its and their own proper use and behoof. And also
the said Grantor does for itself, its heirs, executors, administrators,
successors and assigns covenant with the said Grantee, its successors
and assigns, that at and until the ensealing of these presents, Grantor
is well seized of the premises, as a good indefeasible estate in FEE
SIMPLE and has good right to bargain and sell the same in manner and
form as is above written and that the same is free from all
encumbrances whatsoever, except as hereinbefore mentioned.
AND FURTHERMORE, the said Grantor does by these presents bind
itself and its heirs, executors, administrators, successors and assigns
to WARRANT AND DEFEND the above granted and bargained premises to it
the said Grantee, its successors and assigns, against all claims and
demands whatsoever, except as hereinbefore mentioned.
The Grantor shall pay all taxes assessments, water rates, sewer
rents, utility charges and other charges, and any mortgage or other
liens prior or subsequent to the lien of this mortgage now or hereafter
assessed or liens on or levied against the premises or any part
thereof, and in case of default in the payment thereof when the same
shall be due and payable, it shall be lawful for the Grantee, without
notice or demand, to pay the same or any of them; and the monies paid
by the Grantee in discharge of taxes, assessments, water rates, sewer
rents, utility charges and other charges and mortgages or other liens
shall be a lien on the premises and added to the amount of the
promissory note secured hereby and shall be secured by this mortgage,
payable on demand; and upon request of the Grantee, the Grantor shall
exhibit to the Grantee receipts for the payment of all items specified
in this paragraph prior to the date when the same shall become
delinquent.
800K12?.2 ('AGE 5 J'?
(2)
And the Grantor agrees to maintain the above granted and bargained
premises in good repair and insured against loss by fire and other
hazard to an amount and with a company satisfactory to the Grantee,
said insurance to be for the benefit of any prior mortgagee and
thereafter for the benefit of the Grantee as its interest may appear
and to claim no cancellation or return of any policy or premium except
from and after the redemption hereof by the Grantor or upon
substitution of a new policy complying with the requirements hereof.
And the Grantor further agrees to make when due any and all
payments due or owing and to keep and perform any and all other
agreements or provisions contained in any such prior mortgage or the
note or notes secured thereby in accordance with the terms therein
contained.
The Mortgage Deed is, in part, an open-end mortgage to secure
future advances. The Grantee shall have all the rights, powers and
protections allowed by applicable law with respect thereto, subject
only to such limitations as are imposed by law. Upon request of the
Grantor and in accordance with the provisions of the promissory note,
the Grantee may hereafter at any time before full payment of the
indebtedness under the promissory note make additional and future loans
and advances to the Grantor, which additional and future loans and
advances are specifically permitted to be made under the promissory
note and this Mortgage Deed and shall be secured hereby equally with
that portion of the loan initially advanced to the Grantor on or as of
the date hereof, if any, and entitled to the same priority as if such
additional and future loans and advances had been made on the date
hereof. Such loans and advances shall be evidenced by the promissory
note, provided, however, that the principal amount of the indebtedness
secured by this Mortgage Deed, including any such future loans and
advances, shall not exceed the original stated principal amount of the
loan which is the full amount of the loan authorized by the promissory
note, and provided further that the time of repayment of said loans and
advances shall not extend beyond the maturity date stated in the
promissory note.
Wherever herein the singular number is used, the same shall
include the plural, and the neuter gender shall include the feminine
and masculine genders.
THE CONDITION OF THIS DEED IS SUCH THAT, WHEREAS, the Grantor is
justly indebted to the Grantee in the sum of $96,900.00, which sum the
Grantee has advanced to the Grantor;
Whereas, the Grantee has agreed under certain
to advance additional sums hereunder up to a total
which total sum is evidenced by the promissory note
payable to the Grantee or order, a copy of which is
Schedule B and made a part hereof; and
terms and condition
sum $96,900.00,
for said sum
attached hereto as
buu"Ri2J9 i'ca JSO
(3)
Whereas, buildings or improvements on the premises are in the
process of construction or repair, or to be erected or repaired; and
whereas, the Grantee has agreed to make the loan herein described to be
paid over to the Grantor in installments as the work progresses, the
time and amount of each advancement to be at the sole discretion and
upon the estimate of the Grantee, so that when all of the work on the
premises shall have been completed to the satisfaction of the Grantee,
the Grantee shall then pay over to the Grantor any balance necessary to
complete the full loan of $96,900.00; and
Whereas, the Grantor agrees to complete the erection or repair of
said buildings to the satisfaction of the Grantee within a reasonable
time from the date hereof or at the latest on or before the maturity
date stated in the promissory note.
NOW THEREFORE, if all of the terms and conditions contained in this
Mortgage Deed and the promissory note secured hereby are fully kept and
performed, then this Mortgage Deed shall become null and void;
otherwise to remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Mortgage
Deed as of this 15-0 day of '!Qory? wr3's 2 , 19`?Z.
Witnesses:
o?
o r? _
o
?
O
F-'
cn u,
C.7
(4)
STATE OF Pennsylvania)
COUNTY OF Cumberland )
ss:
The foregoing instrument
day of /YO-VL aGP?
was acknowledged before me this
1995,. by T ?? h P ?Q??!'
otary Pub c
My Commission Expires: 1-1/1log /JFf
Notarial Seal
Robert J. Gold, Notay Public
FMY mpden Twp., Cumberland County
Ca mmisslon E;plres July 10, 1S9
8001(1982 FACE 56-9
(5)
sch e A
Property Description
tract or parcel of land s1tuate J-11 the
All that certain den, County of Cumberland,
Township of Hamp mom pan(icularly described in the Deed
-f pennsy of deeds in
recorded in the office for the record ngP4
o Volume 25, page 922e and othergise known
icsburg,
Deed Book 11T,rindle Road, Mechan
as 5148 E'
.7o P,J3t U"IG8 of Y^':.!'P (.r3gP .
?O Fir fir%T Adi?_
v. f j .
SS
boy, J')S2 FACE 563
PF JUCT SALES AGREEMENT (D. .LER)
THIS AGREEMENT, made this ISM day of ,ifW4AAt3E2 , 19 93?_ , by and between
GULF OIL LIMITED PARTNERSHIP a DELAWARE corporation with a
place of business at 40 EVERETT AVENUE, CHELSEA, MA , hereinafter called "Company" and
?fn _ ?T ._Sda7x° Niaior of Mechanicsburg, PA hereinafter called "Dealer";
S ENESSETH:
1. PRODUCTS AND QUANTITIES. Company agrees to sell and deliver to Dealer, and Dealer agrees to
purchase and receive in relatively equal deliveries from Company the following products subject to the
minimum annual quantities specified for each:
Premium • Regular
Gasobes: Unleaded 200.000 gal.; Unleaded 300,000
Diesel Fuel:
gal.; Kerosene
Unleaded gal.; Unleaded 100,000 gal
gal.
2. PLACE OF BUSINESS. Company shall be obligated to deliver said products only at Dealer's place of
business situated at 5148 E. Trindle Rd. (Street)
Mechanicsburg (City) PA (State).
3. PRICES. The prices for the products designated above shall be Company's tank wagon prices for each
respective grade of said products in effect at the time of delivery in Company's marketing area in which
Dealer's place of business is located.
4. TAXES. Dealer shall pay or reimburse Company for all gasoline taxes, diesel or special fuel excise taxes,
sales taxes, use taxes, retailer's occupation taxes, inspection fees, gross receipts taxes or any similar impost
levied by federal, state, or local authority upon the transactions covered hereby or measured in any manner
by the sales prices hereunder.
5. TERMS. Payment shall be made in cash at the time of delivery unless separate arrangements for credit are
extended by Company to Dealer. Company reserves the right to withdraw any such credit at any time and
demand cash payment on delivery. Failure of Dealer to make payment in cash or according to authorized
credit terms shall entitle Company to suspend deliveries as long as Dealer's account remains overdue,
without prejudice to any rights of Company to terminate this Agreement for such breach and/or other breach
by Dealer, as hereinafter provided.
6. DELIVERIES. All products shall be delivered by Company to the above-identified place of business.
Gasoline4n and diesel fuel shall be delivered in such minimum quantities as Company may from time to time
determine, in its sole discretion, in order to make most efficient use of its delivery vehicles and its storage
equipment upon the premises, Title and risk of loss for all products covered hereby shall pass to Dealer at
the time of delivery in Dealer's storage tank(s). Verification of product quantity and quality shall be the sole
responsibility of Dealer.
7. FORCE M.AIEURE. Company shall be excused for delay or non-performance hereunder if Company shall be
unable to meet the demand for its products with supplies from its normal and usual sources, or if any other
contingency of any nature whatsoever beyond Company's reasonable control shall occur, including, without
limitation, acts of God, fire, unavailability, failure or delay of tmnspartation; labor difficulties of any nature, or
compliance with any governmental order, regulation, recommendation, request or allocation program
(whether voluntary or involuntary). In any such contingency Company shall have the right to curtail
deliveries or allocate its supply of product for sale among all its customers in any mannner which in its sole
discretion is fair, reasonable or required under the circumstances, and Dealer shall not hold Company
responsible in any manner for any losses or damages which Dealer may claim as a result of any such curtail-
ment or allocation by Company. Company shall not be required to make-up any product not so delivered.
IT. 1 s. t1?AllLiJ111ui5. i?kodu?, 2, ;haacd sii.dl be re;u'd r ay,licaLie tradeii . „ ue?=,i:.?cd
by the Company. Dealer s' display the identification signs, trader. s, tradenames, and colors, all in
accordance with Company, approved standards. Company reserves the right to change such identification or
` standards at any time. Dealer shall not sell any products under Company's trademarks except as authorized
by Company and Dealer shall not mix, blend, dilute or contaminate said products. Company shall have the
right at all times to inspect. products in Dealer's possession to determine adherence to quality and
trademark authorizations. Upon the expiration or termination of this Agreement for any reason whatsoever,
Dealer's authorization to use Company's identifying marks shall expire, and Dealer shall return to Company,
at Dealer's expense, all signs, decals and other promotional materials carrying Company's authorized identi-
fying marks. As used herein Company's trademarks include any marks of which Company is licensee.
Company shall have exclusive discretion regarding the display or non-display of its authorized trademarks or
polesigns, buildings, and similar prominent places on the premises. Company reserves the right to discon-
tinue or change the grade and/or the trademark of any product covered hereby.
9. LEAD-FREE. PRODUCTS. Dealer agrees to comply at all times with Company's established procedures for
controlling the quality of Company's branded lead-free products. Dealer shall indemnify Company against any
penalty, loss, or liability of any nature whatsoever resulting from failure of Dealer to maintain lead-free
specifications of Company's lead free products.
10. DURATION. The period of this Agreement shall be from September 1 19 95
to August 31 xDME 2004and from year to year thereafter unless terminated by
either party at the end of the original term or any subsequent extended term by giving to the other party
not less than ninety (90) days prior written notice thereof.
11. ASSIGNMENT OF CONTRACT. This Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors and assigns, and it shall run with the
land; provided, however, that in the event Dealer transfers its interest hereunder or in the said land
Company may terminate this Agreement, at its election, on ten (10) days written notice.
12. NOTICES. All notices provided for herein shall be considered as properly given if delivered in writing
personally or sent by Registered or Certified Mail.
Notices to Company shall be addressed to Company at:. 90 EVERETT AVENUE, CHELSEA, MA 02150
Notices to Dealer shall be addressed to Dealer at: 5149 E. Triudie Rd. , Mechanicsburg, PA
13. PRIOR AGREEMENTS. This Agreement cancels and supersedes all prior agreements and understandings
between the parties pertaining to the matters covered herein and there are no other agreements, written or
oral, between the parties pertaining to the subject matter hereof.
14. INDEMNITY. Dealer hereby releases and agrees to indemnify and hold Company harmless from and against
any and all claims, suits, obligations, liabilities and damages including attorney's fees therefor arising out of
any failure by Dealer to perform, fulfill or observe any obligation or liability of Dealer set forth herein or any
negligent act or omission by Dealer or any cause of condition of any. kind directly or indirectly related to
Dealer's activities. Dealer hereby releases and agrees to indemnify and hold Company harmless from and
against any claim, loss, damage, injury or liability resulting from or arising out of any petroleum products'
seepage or leakage, fire or explosion at Dealer's place of business including, but not limited to, "the storage
tanks, piping and pumps located thereon.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed on the day and year aforesaid.
DEALER: GULF OIL LIMITED PARTNERSHIP
r? t p "
d/b/a Super Car Wash
Paul R. {Welch
Signed in the presence of:
A D D E N D U M
GULF OIL LIMITED PARTNERSHIP agrees to:
1. Include in this Agreement the unamortized amount of $7,193.00
from the Contract dated September 1, 1988 between Gulf oil
Limited Partnership (formally Cumberland Farms Inc. Gulf oil
Division) and J. Wayne Major D/B/A Super Car Wash.
2. Provide the sum of Eighty Nine Thousand Seven Hundred and
Seven ($89,707.00) Dollars to be used for property
improvements, including all image labor.
3. Provide all signs allowed by Town.
4. Dealer agrees to sign'UCC #1, security Agreement, Promissory
Note and mortgage Agreement.
5. Pay Dealer a One (.01) Cent E.O.M. (end of month allowance)
on all gallons purchased from Gulf Oil Limited Partnership.
TOTAL COMMITMENT: $96,900.00
A. The total amount of this expenditure will be amortized at
.018 per gallon over a ( 9 ) year period commencing on the
date of this agreement.
B. Dealer agrees to purchase 5,400,000 gallons of gasoline over
such Nine (9) year period to amortize the total expense of
$96,900.00.
C. The total amount will be broken down into nine (9)
installments of $10,766.67 each.
D. Gulf Oil Limited partnership reserves the right to collect
any unamortized portions of the above expenditure at its sole
discretion.
E. Gulf Oil Limited Partnership reserves the right to demand any
unamortized portions of the above expenditure if Dealer sells
the location or fails to purchase a minimum of 600,000
gallons per annum.
F. If the total amount is not amortized within the nine (9) year
period, Gulf Oil Limited Partnership has the right to demand
any unamortized portions of the Agreement or they may ]seep
the Agreement in effect until the total amount is amortized.
DEALER: J. Wayne Major
D/B/A/ Super Car Wash
J ayne M jor
C. ;
DATE: /)0 V, l /9r7S
Witness:
COMPANY: Gulf Oil Limited
Partnership
Zu"I R. W lch
Witness:
PROMISSORY NOTE ??//
$96,900.00 Date; t"=`y- 15'- ?
AFTER DATE, FOR VALUE RECEIVED, the undersigned ("Maker") promises
to pay to the order of Gulf Oil Limited Partnership ("Lender"), or any
subsequent holder of this Note (Lender or any subsequent holder of this
Note sometimes being referred to in this Note as "Holder"), at 90
Everett Avenue Chelsea, Massachusetts, or at such other address as
Holder may designate, the principal sum of $96,900.00 or so much
thereof as may be advanced, together with all taxes assessed on said
sum against Holder and together with all costs, expenses, and
attorney's fees incurred by Holder in any proceeding for the collection
of the debt or in any foreclosure or in any litigation or controversy
arising from or connected with this Note or the security agreement or
mortgage securing the same. Maker promises to pay said principal sum
in the following manner:
The principal sum of this note shall be paid at a rate of One and
Eighty Hundreths (.0180) cents per gallou of motor fuel purchased by
maker pursuant to that certain sales Agreement (Dealer) dated the date
hereof between maker and lender (the"Sales Agreement") , which amount
shall be deducted from, and not paid in addition to, the amount paid
per gallon of motor fuel by maker pursuant to the Sales Agreement and
provided that maker shall purchase no less than the minimum number of
gallons of motor fuel during the time period required by Sales
Agreement.
The final payment of all amounts due and payable under this Note
shall be made no later than the date on which the Sales Agreement
expires or terminates (the "Maturity Date").
Maker may prepay this Note in whole or in part without penalty.
Default in the payment of any obligation due hereunder for a
period of thirty (30) days after any of the same become due and payable
or failure to keep and perform any of the agreements or provisions
contained in the mortgage or security agreement securing this Note for
a period of thirty (30) days after the performance of said agreements
or provisions is due, shall render the whole of this Note immediately
due and payable at the option of Holder.
Maker waives (to the fullest extent allowed by law) all
requirements of diligence in collection, presentment, notice of
nonpayment, protest, notice of protest, suit and all other conditions
precedent in connection with the collection and enforcement of this
Note.
(2)
If this Note is signed by more than one Maker, the obligations
hereunder shall be joint and several.
The terms and provisions of this Note shall be governed by the
laws of the State of Pennsylvaina
By:
Witness:
Al?
li d F
g u n GUARANTY
Inconsideration of the sale of petroleum products and the extension of credit by Gulf Oil Limited Partnership, and/or
subsidiary, division or affiliate thereof, and in consideration of the sum of $1.00 in hand paid to the undersigned, receipt v% her
is hereby acknowledged, the undersigned hereby jointly and severally guarantee(s) the payment of any and all amounts due foi
petroleum products heretofore and/or hereafter sold and delivered by Gulf Oil Limited Partnership and/or any subsidiary, divi
or affiliate thereof (herein referred to in the singular as the "Seller") to Wayne-.5,. -M'a7ozl
(herein referred to as the "Buyer") with a place of business
as well as the payment or discharge of any and all other indebtedness or obligations whether dow or at any time hereafter owin
unpaid from the above-named Buyer to Seller. If a product agreement has been or will hereafter be executed by the Buyer, the
undersigned hereby guarantee(s) the performance of all of the terms, covenants and conditions therein.
This guaranty shall continue in full force and effect until revoked by the undersigned by giving fifteen (15) days' prior n
of revocation in writing by registered or certified mail to the Seller at 9 Q_ Everett Avenue, Chelsea, Massachusetts 02150. Tht
liability of the undersigned shall terminate only as to sales made or obligations incurred subsequent to the expiration of said fif
(15) day period.
The undersigned hereby authorizes the Seller at any time and from time to time in such manner, or such terms and for
time as it deems fit and with or without notice to the undersigned (i) to alter, accelerate, extend or change the provisions of any
product agreement, or the period of credit or time or manner for the payment or discharge of any amounts or obligations due tt
Seller, (ii) to release, substitute or add any one or more guarantors, or (iii) to renew or extend any check, note or other obligat.'
of the Buyer or accept partial payment thereon or settle, release, compound or compromise any of the same and the undersign[
hereby agrees that no such action shall affect in any manner the liability of the undLrsianed under this guaranty.
The Seller is hereby authorized to proceed against the undersigned under this guaranty without taking any prior action
against the person or the property of the Buyer or any other person, firm or corporation, the undersigned hereby expressly wai
any and all suretyship defenses whatsoever. The undersigned waives notice of the acceptance of this guaranty or of the making
any sales or arantina of any credit pursuant to the within agreement or otherwise and further waives 'notice of any default, non
payment, partial payment, presentment, demand, protest, notice of protest and all other notice to which the undersigned might
otherwise be entitled as to any note, draft or other obligation of the Buyer.
Any indebtedness of the Buyer now or hereafter held by the undersigned is hereby subordinated to the indebtedness of
Buyer to the Seller; and such indebtedness of Buyer to the undersigned shall, at the request of the Seller, be collected, enforces
received by the undersigned as trustees for the Seller and be paid over to the Seller on account of the indebtedness of Buyer to
Seller but without reducing or affecting in any manner the liability of the undersigned under the provision of this guaranty. Th
undersigned further agrees to, execute such instruments or documents is Seller may request in connection with the enforcemen
the interests of the Seller in any such indebtedness of the Buyer to the undersigned or in connection with the perfection of such
interests as *to any third parties under applicable provisions of law.
The undersigned hereby waive the benefit of all Homestead Exemption Laws.
No exercise, delay in exercising or omission to exercise any of the rights, powers, remedies and discretions of the Sell
under the within named agreement or under this guaranty shall be deemed a waiver thereof.
The terms of the guaranty cannot be changed, modified or discharged except by an agreement in writing signed by the
party against whom such change, modification or discharge is sought.
This agreement shall be binding upon the heirs, executors and administrators of the undersigned.
In the event of any default of any nature hereunder Buyer and undersignedjointly and severally agree to pay to Seller;
reasonable attorney's fees, costs and expenses of collection and enforcement which may be incurred by Seller with respect her
Buvcr and undersigned agree that this instrument shall be governed by the internal law of the Commomv ealth of'r4assachuseu
and consent to thejurisdiction of Massachusetts courts for all actions instituted hereunder.
IN WITNESS WHEREOF, the undersigned have set forth their hands and seals.
1A c'
15 davof /UcvE1n3cl?
Address
`-
Address?l??
A -
March 28, 2000
Mr. J. Wayne Major
Jul-Way Enterprises, Inc.
5148 E. Trindle Road
Mechanicsburg, PA 17055
Dear Mr. Major,
Gulf O:1
Limited Partnership
Demand is hereby made for immediate payment in full of all indebtedness outstanding to Gulf
Oil Limited Partnership ("Gulf') on the amount still unpaid on the unamortized portion of your
Agreement dated. 11/15/95. It is a condition of the Agreement that demand may be made and the
entire amount, including interest, costs of collection, and reasonable attorney's fees, shall be due
in the event you are in default on any payment.
The net amount due Gulf (trade account and note amortization less security reserve) is seventy
two thousand eight hundred ninety six dollars and 71 cents ($72,896.71). This amount does
not include the above mentioned additional charges.
As you are aware, this indebtedness is secured by a promissory note, UCC-I financing statement,
and mortgage granted to Gulf from Jul-Way Enterprises and recorded in Book 1292 Page 559, at
the Cumberland County recorder of deeds.
Please contact our office immediately upon receipt of this letter to arrange payment of the
outstanding balance. If we do not hear from you by close of business on April 17, 2000, Gulf will
have to consider any and all available legal remedies.
Sincerely,
'Entremont
sting Operations
cc: A. Kuhne
B. Shannon
M. McSweeney
Gull Oil Building, 90 Everett Avenue, P.O. Box 9151, Chelsea, MA 02150-2337
Telephone(617)889-9000 Fax(617)684-0637
?? l I
A
CERTIFICATE OF SERVICE
I hereby certify that on January 9, 2003, a true and correct copy of Plaintiff's
Motion for Partial Summary Judgment was served by means of United States mail, first class,
postage prepaid, upon the following:
Stephen J. Dzuranin, Esquire
WIX, WENGER & WEIDNER
508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
...
all
Lynne G. 'tter
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Charles J. Ferry, Esquire
Attorney I.D. No. 32088
Michael W. Winfield, Esquire
Attorney I.D. No. 72680
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233.5731
Attorneys for Plaintiff Gulf Oil Limited Partnership
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
V.
J. WAYNE MAJOR, individually and
d/b(a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
CIVIL ACTION - LAW
NO. 00-7697
PRAECIPE FOR ARGUMENT
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Please list the above-captioned matter for the next Argument Court.
1. The matter to be argued is Plaintiff s Motion for Partial Summary Judgment.
2. Counsel who will argue the case:
a. for Plaintiff:
Michael Winfield, Esquire
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
b. for Defendants:
Stephen J.. Dzuranin, Esquire
508 North Second Street
WIX, WEGNER, & WEIDNER
P.O. Box 845
Harrisburg, PA 17108-0845
461156.1
3. I will notify all parties in writing within two (2) days that this case has been listed
for argument.
4. Argument court date: March 26, 2003.
RHOADS &
By:
Charlc' J. Ferry
Michae W. Winfield
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff Gulf Oil Limited Partnership
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MAR 2 5 2003 e
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
ORDER
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
AND NOW, upon consideration of the Joint Stipulation for Entry of Judgment
filed by the parties, it is hereby ORDERED that:
1. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendants J. Wayne Major and Jul-Way Enterprises, Inc., jointly
and severally, in the amount of $72,896.71, along with interest at 6% per
annum from March 28, 2000 until payment is made, and costs of suit; and,
2. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendant J. Wayne Major, individually, for Plaintiff's reasonable
attorneys fees incurred in this matter, in an amount to be subsequently
agreed to by the parties, or as determined by the Court after a subsequent
hearing limited to that issue.
-?J-Z,%7 (9p
465145.1
Gi
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GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
JOINT STIPULATION FOR ENTRY OF JUDGMENT
NOW COME the parties to the above-referenced matter, through their
undersigned counsel, and hereby stipulate to the entry of judgment as follows:
1. As against Defendants J. Wayne Major and Jul-Way Enterprises, Inc.,
jointly and severally, in the amount of $72,896.71, along with interest at 6% per annum from
March 28, 2000 until payment is received, and costs of suit.
2. As against Defendant J. Wayne Major individually for Plaintiff's
reasonable attorneys fees in an amount to be subsequently agreed to by the parties, or as
determined by the Court after a subsequent hearing limited to that issue.
RHOADS &
By: (/ w
Michael A. Winfield
One South arket Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
JUL-WAY ENTERPRISES, INC.
W ne Majo , President
e1
465145.1
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL, ACTION - LAW
NO. 00-7697 Civil Term
JOINT MOTION FOR ENTRY OF JUDGMENT
NOW COME the parties, Plaintiff Gulf Oil Limited Partnership ("Gulf'),
Defendant J. Wayne Major ("Major") and Defendant Jul-Way Enterprises, Inc. ("Jul-Way"), by
and through their respective counsel, and hereby move as follows:
I. Currently pending before the Court is Plaintiff's Motion for Summary
Judgment, which is scheduled to be argued on March 26, 2003.
2. The parties have executed a Joint Stipulation for the Entry of Judgment in
the amounts requested in Plaintiff's Motion for Summary Judgment. A copy of that Joint
Stipulation is attached hereto as Exhibit "A" and incorporated by reference.
3. The parties jointly move this Court to accept the Stipulation and order that
judgment be entered against the Defendants as indicated in the attached Stipulation.
WHEREFORE, the parties respectfully request this Honorable Court enter
judgment in Plaintiff's favor and against Defendants for the amounts set forth in the Joint
Stipulation, and as included in the accompanying Order.
465351.1
RHOA+SouMarket ?? /J'1\ff
By: quar
e
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
WIX
J.
PC
% 508 North Second Street
P.O. Box 845
Harrisburg, PA 17108-0845
(717) 234-4182
Attorneys for Defendants
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JU 1 2003
GULF OIL LIMITED PARTNERSHIP, : IN THE COURT OF COMMON PLEAS
Plaintiff : OF CUMBERLAND COUNTY
V. : CIVIL ACTION - LAW
J. WAYNE MAJOR, individually and NO. 00-7697 Civil Term
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
ORDER
AND NOW, upon consideration of the Joint Stipulation for Entry of Judgment filed by
the parties, it is hereby ORDERED that :
1. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendant J. Wayne Major, individually in the amount of $15,000
for Plaintiff's reasonable attorney's fees incurred in this matter.
2. This judgment is in addition to the judgment entered by this Court by
Order dated March 25, 2003.
J.?
`i`1RY?.S
475540.1
CL,1
.V?L
C.h.? y 1y52?
$90o
Pd bl „ ?inan? Rhaa?s
Rec.yi4039
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
JOINT MOTION FOR ENTRY OF JUDGMENT
NOW COME the parties, Plaintiff Gulf Oil Limited Partnership ("Gulf') and Defendant
J. Wayne Major ("Major"), by and through their respective counsel, and hereby move as follows:
1. In the above named case, the above captioned parties have entered a prior
stipulation for judgment concerning economic damages flowing from the Defendant's breach of
contract.
2. The Order of this Court, entered March 25, 2003, entered judgment against the
Defendants J. Wayne Major and Jul-Way Enterprises, jointly and severally, for the economic
damages. The Order also entered judgment against the Defendant J. Wayne Major for Plaintiff's
reasonable attorney's fees to be determined either at a subsequent hearing or by further
stipulation of the parties.
3. In accordance with the March 25, 2003 Order, the above captioned parties have
executed a Joint Stipulation for Entry of Judgment for the reasonable attorney's fees of the
Plaintiff, attached hereto as Exhibit "A". A copy of the prior stipulation is attached hereto as
475528.1
Exhibit "B" and incorporated by reference. A copy of the prior Order of Court is attached hereto
as Exhibit "C" and incorporated by reference.
4. The parties jointly move this Court to accept the stipulation and order that
judgment be entered against the Defendant as indicated in the attached Stipulation.
WHEREFORE the parties respectfully request this Honorable Court enter judgment in
the Plaintiff's favor and against Defendant for the amounts set forth in the Joint Stipulation, and
as included in the accompanying proposed form of Order.
RHOADS&
WDX
PC
By: -teaj)fIiC/I/V?.u
Micha W. Winfield, Esquire
e
Attorne . No. 72680
One South Market Square, 12?
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
J hen J. Dz r , Esquire
J At ora I.D. o. 2653
/ 508 North Second Street
P. O. Box 845
Harrisburg, PA 17108-0845
(717) 234-4182
Attorneys for Defendant
-2-
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
JOINT STIPULATION FOR ENTRY OF JUDGMENT
NOW COME the parties to the above-referenced matter, through their undersigned
counsel, and hereby stipulate to the entry of judgment as follows:
1. As against Defendant J. Wayne Major, individually, in the amount of $15,000 for
the reasonable attorney's fees of Plaintiff, Gulf Oil Limited Partnership.
2. The above referenced judgment is in addition to the prior judgment entered in this
matter by the Order of this Court dated March 25, 2003.
RHOADS & SMIN LLP
Y: \/ L'kA y v v wv
Michael . Winfield, Esquire
Attorney IN. No. 72680
One South Market Square, 12th
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
JUL-WAY ENTERPRISES, INC.
475519.2
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
JOINT STIPULATION FOR ENTRY OF JUDGMENT
NOW COME the parties to the above-referenced matter, through their
undersigned counsel, and hereby stipulate to the entry of judgment as follows:
1. As against Defendants J. Wayne Major and Jul-Way Enterprises, Inc.,
jointly and severally, in the amount of $72,896.71, along with interest at 6% per annum from
March 28, 2000 until payment is received, and costs of suit.
2. As against Defendant J. Wayne Major individually for Plaintiff's
reasonable attorneys fees in an amount to be subsequently agreed to by the parties, or as
determined by the Court after a subsequent hearing limited to that issue.
RHOADS &
By: (/ ' U
Michael N . Winfield
One South arket Square
P. O. Box I M6
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
JUL-WAY ENTERPRISES, INC.
?. W ne Majo ,President
c
0. Wayne ajor
465145.1
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
IN TEE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
ORDER
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
AND NOW, upon consideration of the Joint Stipulation for Entry of Judgment
filed by the parties, it is hereby ORDERED that:
Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendants J. Wayne Major and Jul-Way Enterprises, Inc., jointly
and severally, in the amount of $72,896.71, along with interest at 6% per
annum from March 28, 2000 until payment is made, and costs of suit; and,
2. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendant J. Wayne Major, individually, for Plaintiff's reasonable
attorneys fees incurred in this matter, in an amount to be subsequently
agreed to by the parties, or as determined by the Court after a subsequent
hearing limited to that issue.
BY THE COURT:
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GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
PRAECIPE TO REDUCE ORDERS TO JUDGMENT AND
TO REVIVE JUDGMENT BY AGREEMENT OF PARTIES
PURSUANT TO PA. R.CIV.P. 3025 AND 3027
TO THE PROTHONOTARY:
1. Kindly reduce the following Court Orders to judgment (attached as exhibits to the
joint Agreement to Revive Judgments):
a. as against Defendants J. Wayne Major and Jul-Way Enterprises, jointly
and severally, in the amount of $72,896.71 along with interest at 6% per
annum from March 28, 2000 pursuant to this Court's Order of March 25,
2003; and
b. As against Defendant J. Wayne Major individually, in the amount of
$15,000.00 for Plaintiff's reasonable attorney's fees pursuant to this
Court's Order of July 22, 2003.
2. Kindly accept for filing the attached Agreement to Revive Judgments in the
above-referenced matter, and enter same in the judgment inde)e?ag4inst each Defendant.
RH
By: V \\- -- ---U N-/ \_/ ?tT
Michael. Winfield
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff, Gulf Oil Limited Partnership
684093.1
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
AGREEMENT TO REVIVE JUDGMENTS
The parties hereto hereby agree that the lien of judgment entered on March 25, 2003 and
July 22, 2003 in the Court of Common Pleas of Cumberland County at Docket No. 00-7697 be
revived, and further authorize the Prothonotary to enter in the judgment index a judgment of
revival in the amount of $72,896.71 plus interest at 6% per annum from March 28, 2000 as
against J. Wayne Major and Jul-Way Enterprises, Inc., jointly and severally; and $15,000.00 for
reasonable attorney's fees as against J. Wayne Major individually; pursuant to this Court's
Orders of March 25, 2003 and July 22, 2003, copies of which are attached hereto as Exhibit "A"
and "B" respectively.
JUL-WAY ENTERPRISES, INC.
BY' ?..
J. yne Major
676160.1
EXHIBIT "A"
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
: CIVIL ACTION - LAW
: NO. 00-7697 Civil Term
ORDER
AND NOW, upon consideration of the Joint Stipulation for Entry of Judgment
filed by the parties, it is hereby ORDERED that:
1. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendants J. Wayne Major and Jul-Way Enterprises, Inc., jointly
and severally, in the amount of $72,896.71, along with interest at 6% per
annum from March 28, 2000 until payment is made, and costs of suit; and,
2. Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendant J. Wayne Major, individually, for Plaintiff's reasonable
attorneys fees incurred in this matter, in an amount to be subsequently
agreed to by the parties, or as determined by the Court after a subsequent
hearing limited to that issue.
BY THE COURT:
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465145 1
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EXHIBIT "B"
JUL 2 12003
GULF OIL LIMITED PARTNERSHIP,
Plaintiff
V.
J. WAYNE MAJOR, individually and
d/b/a Super Car Wash and JUL-WAY
ENTERPRISES, INC.,
Defendants
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION - LAW
NO. 00-7697 Civil Term
ORDER
AND NOW, upon consideration of the Joint Stipulation for Entry of Judgment filed by
the parties, it is hereby ORDERED that :
Judgment is entered in favor of Plaintiff Gulf Oil Limited Partnership and
against Defendant J. Wayne Major, individually in the amount of $15,000
for Plaintiff's reasonable attorney's fees incurred in this matter.
2. This judgment is in addition to the judgment entered by this Court by
Order dated March 25, 2003.
BY THE COURT:
Julw 22, 2oa3 S
4 75540. )
a
CERTIFICATE OF SERVICE
I hereby certify that on March 31, 2008, a true and correct copy of the Praecipe to Reduce
Orders to Judgment and to Revive Judgment by Agreement of Parties Pursuant to Pa. R.Civ.P.
3025 and 3027, was served by means of United States mail, first class, postage prepaid, upon the
following:
Mr. J. Wayne Major
113 Juniper Drive
Mechanicsburg, PA 17055
Thomas S. Beckley, Jr., Esquire
Beckley & Madden
212 North Third Street
P.O. Box 11998
Harrisburg, PA 17108-1998
all
ynne G. Ritter
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