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HomeMy WebLinkAbout07-7587IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC., Defendants NOTICE No. 67- '7591 C i vi 1 Ter * CIVIL ACTION 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 of relief requested by the Plaintiffs. 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 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 NOTICIA USTED HA SIDO DEMANDADA EN CORTE. Si usted quiere defenderse de a stas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODGADO INMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELFFONO A LA OFICINA CUY A DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 By: L P1 UIA, Douglas R. Roeder, Esquire Supreme Court ID #80016 Law Offices of Roeder & Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717)238-2933 1. The Plaintiffs are Sang Kyu Kwak, a sui juris adult, with an address of 2163 North 4t' Street, Harrisburg, PA 17110 and Jeanyoung S. Sol, a sui juris adult, with an address of 5330 Rivendale Blvd., Mechanicsburg, PA 17050. 2. The first Defendant is Multi State Properties, Inc., a New York corporation, with an address of P.O. Box 96, Merrick, NY 11566-0096. Multi State Properties, Inc. is not registered to do business in Pennsylvania according to the Pennsylvania Corporation Bureau. 3. The second Defendant is Commercial Realty Group, Inc. a Pennsylvania Corporation with a principal office address of 635 N. 12'h Street, Lemoyne, PA 17043. Commercial Realty Group, Inc. acts as a broker for Multi State Properties, Inc. 4. The Plaintiffs entered into an agreement of Lease with the Defendants whereby the Plaintiffs ("Tenants") leased a commercial property from the Defendants ("Landlord"). Said leased property is located at 3601 Market Street, Camp Hill, Pennsylvania. A copy of the lease between the Plaintiffs and the Defendants is attached hereto as Exhibit "A." 5. The lease was dated November 10, 2006 and under the terms of the lease the rent commencement date was to begin 90 days after the tenants took possession. 6. The parties later agreed that the Plaintiffs would begin paying rent on April 1, 2007. 7. The Plaintiffs and the Defendants had a dispute over the payment of real estate taxes on the leased property and the Defendants insisted that the Plaintiffs were to pay all of the real estate taxes. 8. Plaintiffs paid real estate taxes in the amount of $1701.00 during the period of time they were in the leased property. COUNT I - BREACH OF CONTRACT 9. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 10. On July 26, 2007 the Defendants locked the Plaintiffs out of the leased property and refused to discuss lease or let the Plaintiffs return to the leased property to collect their belongings since July 26, 2007. 11. The Defendants breached the Agreement of Lease between themselves and the Plaintiffs by locking the Plaintiffs out of the property located at 3601 Market Street, Camp Hill, Pennsylvania on July 26, 2007. 12. Said breach has caused the Plaintiffs not to be able to open the restaurant they planned to open for business in or about September of 2007. 13. The aforementioned breach of contract has caused the Plaintiffs to incur substantial costs including, but not limited to loss of business of the restaurant that would have been opened, loss of clients, loss of profits, loss of reputation, loss of good will and loss of inventory and improvements (as are more fully referenced in paragraph 15 below) that were made to the real estate by the Plaintiffs. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the plaintiffs and against the Defendants in an amount greater than this Court's compulsory arbitration limit, and grant such further legal and equitable relief as the Court deems just and proper under the circumstances. COUNT II - UNJUST ENRICHMENT 14. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 15. The Plaintiffs made significant improvements to the real estate located at 3601 Market Street, Camp Hill, Pennsylvania, including but not limited to: a. installation of exhaust fans and electrical wiring at the cost of $12,000.00; b. installation of power for fan line connecting with fire suppression system including hood lights at the cost of $2,400.00; c. installation of kitchen fire suppression system with one K-type wet chemical fire extinguisher and three ARC portable fire extinguishers at a cost of $3,500.00; d. repair of walk in cooler, walk-in freezer - new door and parts installed at a cost of $6,500.00; e. installation of new counter, wall and glass at a cost of $6,000.00; f. plumbing work including water line repair, bathroom door replaced and the installation of bathroom floor, sink and drain at a cost of $3,500.00; g. electrical work including the installation of emergency lights, exit signs, relocating and installing new light switches and adding lights at a cost of $4,000.00; h. installing appliances including kitchen hood exhaust fan, gas hose and gas piping at a cost of $6,500.00; i. painting of the interior of the building at a cost of $6,500.00 and j. paving of parking lot at the cost of $9,400.00; k. a custom made sign for the restaurant was created an hung at the cost of $3,500.00; 1. Attached bench chairs were reupholstered at a cost of $2,086.61; m. Architect blue prints were prepared at a cost of $1,900.00. 16. All the while being aware of the significant improvements made by the Plaintiffs, Defendants locked the Plaintiffs out of the leased property and were unjustly enriched by the improvements made by the Plaintiffs, which greatly increased the value of the property located at 3601 Market Street, Camp Hill, Pennsylvania. 17. It is believed and therefore averred that the Defendants refused to communicate with the Plaintiffs regarding their differences in monies owed to each other because the Defendants were greatly and unjustly enriched by the improvements made to the real estate which Defendants locked the Plaintiffs out from. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendants in the amount of $67,786.61 for improvements that Plaintiffs' made to the real estate leased by Plaintiffs which unjustly enriched the Defendants in this matter and equitable relief as the Court deems just and proper under the circumstances. COUNT III - CONVERSION 18. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 19. Plaintiffs purchased numerous tables, chairs, stoves, stainless steel food preparation table, dishes, pots, pans, cookware, utensils and a large removable cooler for the restaurant that they intended to open which the Defendants kept and retained said items in violation of the lease after Defendants locked Plaintiffs out of the leased property. 20. Defendants kept Plaintiffs' security deposit of $7,000.00. 21. Plaintiffs made numerous improvements to the real estate located at 3601 Market Street, Camp Hill, Pennsylvania (said improvements are fully set forth in paragraph 15 above) fully expecting to be able to enjoy the benefit of those improvements until at least 2012. However, the Defendants locked the Plaintiffs out of the leased property on July 26, 2007 causing them to lose all of the benefit of those improvements and thereby unjustly converting them to the Plaintiffs control. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendants in an amount greater than this Court's compulsory arbitration limit, and grant such further legal and equitable relief as the Court deems just and proper under the circumstances. COUNT IV - QUANTUM MERUIT 22. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 23. The Defendants locked Plaintiffs out of the leased property and caused the Plaintiffs to unfairly loose all of the benefit of the improvements that Plaintiffs made to the leased property as fully set forth above in paragraph 15 of this Complaint. 24. The Defendants retained a number of items of the Defendants personal property as set forth in paragraph 19 herein in violation of the lease between the Plaintiffs and the Defendants. 25. The Defendants caused the Plaintiffs to pay real estate taxes in the amount of $1,701.00. However, the responsibility for paying the real estate taxes was that of the Defendants and not that of the Plaintiffs under the terms of the lease. 26. The Plaintiffs deserve to recover all monies paid for improvements made to the real estate, all monies paid for items of personal property of the Plaintiffs' unjustly retained by the Defendants, and all monies for real estate taxes paid by the Plaintiffs for the leased real estate under a theory of Quantum Meruit. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendants in an amount greater than this Court's compulsory arbitration limit, and grant such further legal and equitable relief as the Court deems just and proper under the circumstances. COUNT V - SPECIFIC PERFORMANCE (In the Alternative) 27. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 14 1 28. The Plaintiffs and the Defendants have a lease which does not expire until on or about April of 2012. See Exhibit "A". 29. The Plaintiffs desire to re-enter the leased real estate and continue with the lease in full effect until the expiration of the lease in 2012. 30. Plaintiffs' are not responsible for any rent missed between July 26, 2007 and the date of re-entry of the leased real estate as Plaintiffs were locked out of the leased real estate since July 26, 2007. Also, Plaintiffs should not be responsible for rent for the period of approximately one month to make up for time lost due to being locked out by Defendants. 31. The lease should only be reinstated if Hampton Township approves the bathroom in the restaurant due to concerns about the size of the handicapped area. This is an approval previously promised by the Defendants. 32. Any breach of the lease on behalf of the Plaintiffs was merely a breach that was caused by the Defendants first breaching the lease and leaving the Plaintiffs with no reasonable alternative but not to abide by the lease due to the Defendants prior breach. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an Order granting the Plaintiffs specific performance of the lease between the Plaintiffs and the Defendants and denying the Defendants any rent due under the leased from July 26, 2007 until the date of re-entry by the Plaintiffs and that this Court grant such further legal and equitable relief as the Court deems just and proper under the circumstances. Date: 2-W09 Respectfully submitted, Douglas R. Roeder, ESupreme Court ID# 80016 Law Office of Roeder & Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs VERIFICATION I verify that the statements made in the forgoing document, of which I have first hand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unsworn falsification to authorities. Dated: ?- / ?- --v Dated: AGREEMENT OF LEASE THIS AGREEMENT OF LEASE is made and entered into as of the Lease Date by and between Landlord and Tenant. SECTION 1 Basic Lease Provisions 1.01 The following basic lease provisions are an integral part of this Lease and as referred to in other Sections of this Lease. (a) Lease Date: BfZ , 2006 (b) Landlord: Multi State Properties Inc. (c) Tenant: Jeanyong S. Sol 5350 Riverdale Blvd. Mechanicsburg, PA 17050 Telephone: 717-421-1315 Sang Kyu Kwak 1504 Louisa Lane Mechanicsburg, PA 17050 Telephone: 717-645-4884 (d) Demised Premises: Property at: 3601 Market Street Camp Hill, Pennsylvania Includes building and parking lot and is more particularly described in Exhibit "A." (e) Term: Five Years from the Rent Commencement Date. (f) Monthly Rental: $3,500.00 for the first three years of the Term. Thereafter, monthly rental will increase by three percent annually during the remainder of the Term and throughout any extension of the Term. (g) Security Deposit: $7,000.00 (h) Trade Name: Golden Gate 2 (i) Guarantor: None (i) Broker: Commercial Realty Group, Inc. P.O. Box 338 Camp Hill, PA 17001-0338 (j) Authorized Use: Tenant shall use the Demised Premises solely for an Oriental Restaurant. Tenant may have customer seating within the Demised Premises. SECTION 2 Defined Terms "Calendar Year" shall mean each calendar year wholly or partially within the Term. "Effective Rate" shall mean the rate per annum which is the lesser of (a) three hundred (300) basis points in excess of the Prime Rate of Interest announced from time to time by Citibank, N.A. or (b) the maximum rate permitted by law. "Environmental Statutes" shall mean all Laws concerning the protection of public safety or the environment, whether local state or federal. "Governmental Authorities". shall mean all federal, state, and municipal governmental entities and all departments, commissions, boards and officers thereof. "Hazardous Substances," Solid Waste ,r' "Hazardous Waste" and "Hazardous Materials" will have the meanings defined in any Environmental Statute," and shall in this Lease collectively be called "Hazardous Substances" and which shall include, without limitation, any toxic waste, chemical pollutant, solid waste, combination of solid waste, or similar environmental hazard, which, because of its quantity, concentration, or physical, chemical or infectious characteristics may cause or significantly contribute to (i) an increase in mortality, (ii) an irreversible or incapacitating illness, or (iii) a substantial, present, or potential hazard to human health or the environment, when improperly treated, stored, transported or disposed, or otherwise managed, whether at such time of occurrence, it shall be deemed a violation of any Law. "Landlord's Address for Notices" shall mean the following address, or such other address as Landlord shall designate from time to time by notice to Tenant: Multi State Properties Inc. P.O. Box 96 Merrick, NY 11566-0096 "Laws" shall mean all federal, state, and municipal statutes, ordinances, regulations, orders, directives and other requirements of law or common law and of all departments, commissions, boards and officers of Governmental Authorities (as amended from time to time). "Lease" shall mean this Agreement of Lease. "Lease Commencement Date" shall mean the date possession of the Demised Premises is transferred to Tenant. "Mortgage" shall mean any mortgage, deed of trust, security deed or similar security instrument encumbering the Demised Premises. "Rent" shall mean all Monthly Rental, additional rent and other sums payable by Tenant under this Lease. "Rent Commencement Date" shall mean Ninety Days from the Lease Commencement Date. Page 2 "Taxes" shall mean: All levies, taxes (including payments required to be made in lieu of taxes), assessments, charges, liens, licenses and permit fees, and charges for public utilities, imposed, assessed or charged on or with respect to Landlord or the Demised Premises by any Governmental Authority or under any Law or Recorded Agreement; and All other charges, imposts or burdens of whatsoever kind and nature, whether or not particularized by name and whether general or special, ordinary unforeseen, which at any time during the Term may be created, levied, imposed orr charged upon or with respect to the Demised Premises, or any improvements made thereto, or on any part of the foregoing or any appurtenances thereto, or directly upon this Lease or the Rent, or amounts payable by any subtenant or other occupants of the Demised Premises, or upon or with respect to the leasing, operation, use or occupancy of the Demised Premises, or upon this transaction or any documents to which Tenant is a party or successor in interest, or against Landlord because of Landlord's estate or interest herein, by any Governmental Authority, or under any Law, including, among others, all special tax bills and general, special or other assessments and liens or charges made on local or general improvements or under any governmental or public power or authority whatsoever, and transit taxes, taxes based upon the receipt of Rent including gross receipts or sales taxes applicable to the receipt of Rent, and personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, furniture and other personal property used in connection with the Demised Premises. The term "Taxes" shall not include any net income or excess profits taxes assessed against Landlord, or any corporation capital stock and franchise taxes imposed upon Landlord; provided, however, that, if at any time prior to the expiration of the Term, any net income tax, assessment, levy or charge shall be imposed upon Landlord or the Demised Premises in lieu of, in place of, or in addition to any other tax or other charge included in the definition of Taxes set forth above, and shall be measured by or based upon net income or profits derived from real estate (as distinguished from net income or profits generally), then such new tax, assessment, levy or charge shall be included in "Taxes" to the extent that such new t would be payable if the Demised Premises were the only property of Landlord subject ' assessment, levy the tcharge the income and profits received by Landlord were the only income and profits of Landlord. In and addition, Taxes shall exclude transfer, gift, estate, succession, or inheritance taxes of Landlord. Tenant's share of any general or special assessment or betterments shall include only those installments which become due and payable during the Term hereof. "Tenant's Work" shall mean the work to be completed by Tenant as described in Sections 6.02 and 6.03. "Utilities" shall mean heat, sewer, water, electricity, telephone and any other utilities provided to, or used or consumed in or on the Demised Premises. SECTION 3 Grant; Term 3.01 Grant. Landlord hereby leases the Demised Premises to Tenant; and Tenant hereby rents the Demised Premises from Landlord. 3.02 Term. The first lease year of the Tenn shall commence on the Lease Commencement Date and shall continue for a year from the Rent Commencement Date; provided, however, that if the last Page 3 day of the first lease year would not be the last day of the calendar month, then the first lease year will be extended to the last day of that calendar month. The Term will continue for four more years (48 months and end on the final day thereof without the requirement of notice from either ) party to the other. 3.03 Term Extension Options. Provided that Tenant is not in default hereunder beyond an applicable notice and cure period at the time of exercise, Tenant shall have and is hereb y y granted two separate options to extend the Term upon the terms, covenants, conditions and provisions set forth herein for two periods of five years each (each a "Renewal Term"); is exercised, the Term shall be in effect. Such options shall be provide that at the time exeres able by Tenant a v option itt renew notice to Landlord of its intention to exercise the same at least 270 days prior to the expiration of the then current Term. Upon receipt by Landlord of such notice, provided that Tenant shall then have the right to exercise such option, the Term shall be extended in accordance with the provisions hereof, without the necessity of any further act or documentation by Landlord or Tenant. In no event shall Tenant have any right or option to extend or renew the Term beyond ten years from the expiration date of the original Term set forth herein. In the event Tenant fails to exercise any such option within the time and in the manner aforesaid (regardless of whether such failure shall be a result of Tenant's not having the right to exercise such option), then this right and option shall terminate and be null and void without the necessity of any further act or documentation by Landlord or Tenant, and the Term shall terminate in accordance with the provisions set forth elsewhere herein. 3.04 Memorandum of Lease. If requested by Landlord, Tenant agrees to execute a Memorandum of Lease. Landlord shall prepare and may record the Memorandum, whereupon Landlord shall pay all costs, fees, taxes and other expenses of executing, delivering and recording the Memorandum. Tenant agrees not to record this Lease. SECTION 4 Rent 4.01 Monthly Rental. Tenant shall pay the Monthly Rental to Landlord during the Term. Tenant shall pay to Landlord a pro rata part of the Monthly Rental for the partial calendar month, if any, immediately following the Rent Commencement Date. The payment for the fractional month, if any, and for the first full month of the Term, shall be due and payable on the Rent Commencement Date, and the subsequent installments of Monthly Rental shall be due and payable on the first day of each month thereafter, commencing with the first day of the second full calendar month after the Rent Commencement Date. 4.01 Payment of Rentals. All Rent shall be paid by Tenant to Landlord by deposit into a specified bank account in Commerce Bank, without any right of notice, demand, deduction or set-off, except to the extent expressly set forth in this Lease. Landlord will supply Tenant with deposit slips for this account. 4.02 Late Payments. If Tenant shall fail timely to pay to Landlord any installment of Rent on the date on which such sum is due (regardless of the provisions of Section 15.01(a), below), Tenant shall pay to Landlord either or both (at Landlord's option) of the following: (a) interest on such late payment Page 4 from the due date thereof to the date of receipt of payment by Landlord at a rate per annum equal to the Effective Rate; and (b) a late charge of Five Cents ($.05) for each dollar so overdue. SECTION 5 Use of Demised Premises; Occupancy 5.01 Use of the Demised Premises. Subject to the provisions of Section 11, the Demised Premises shall be used for the Authorized Use and for no other purpose. In addition, Tenant agrees that the Demised Premises shall not be used: (a) for any use which is in conflict with the restrictive covenant set forth in Exhibit "B;" (b) for any public or private auction, "fire," "bankruptcy," "going out-of- business, lost our lease" or liquidation sale, or any sale which would indicate to the public that Tenant is bankrupt, is going out-of-business or has lost its lease; (c) in violation of any Laws; or (d) in a manner whereby more than twenty percent (20%) of the Demised Premises is used for purposes other than conducting retail sales (such as for offices or for storage). 5.02 Hazardous Substances. a. Compliance with Law. All operations and activity at the Demised Premises shall be conducted by Tenant in compliance with all Environmental Statutes. Tenant shall maintain all permits or approvals and shall timely submit all reports and other documents required by Environmental Statutes in connection with the activities of Tenant at the Demised Premises. . b. Information Transfer. Tenant shall provide to Landlord as to Tenant's activities at the Demised Premises: (i) all applications and other documents submitted to any governmental agency relating to Environmental Statutes; (ii) all permits, licenses and approvals obtained by Tenant under Environmental Statutes; and (iii) any correspondence, notice of violation, or other document received by Tenant relating to Environmental Statutes. c. Handling of Hazardous Substances. Tenant shall not cause or allow the use, generation, handling or storage of Hazardous Substances in, on or under the Demised Premises. Should any release of Hazardous Substances occur at the Demised Premises caused by Tenant or its agents, contractors, . invitees, permittees or employees, the Tenant shall immediately take all measures necessary to contain, remove and dispose off the Demised Premises all materials released or contaminated by the release, and remedy and mitigate all threats to public health or the environment relating to such release. When conducting any such measures and when using and handling Hazardous Substances, the Tenant shall comply with Environmental Statutes. d. Without limiting the foregoing, Tenant agrees that it will (i) give written notice to Landlord at least seven days in advance of any production, generation, handling, storage, treatment, transportation, disposal, release or removal of Hazardous Substances from or on the Demised Premises by Tenant or its agents, contractors or employees; (ii) not use or employ the Demised Premises to handle, transport, store, treat or disposed of any Hazardous Substances, whether or not it was generated or produced on the Demised Premises; (iii) defend, indemnify and hold Landlord harmless from and against any and all claim, damage, liability, expense or cost of any kind whatsoever, including, but not limited to, reasonable attorneys' fees and costs at all tribunal levels, which Landlord may suffer, incur or pay resulting from or arising out of any act or omission of Tenant, or Tenant's by Tenant or its agents, contractors or employees, effecting the handling, storage, treatment, transportation, disposal, release or threat of release, or removal of Hazardous Waste from or on the Demised Premises; and (iv) defend, indemnify and hold Landlord harmless from and against any and all claim, damage, liability, expense p whatsoever, including, but not limited to, reasonable attorneys' fees and costs t all t ib nal leve sl which Landlord may suffer, incur or pay resulting from or arising out of any act or omission of Tenant's invitees Page 5 and permittees effecting the handling, storage, treatment, transportation, disposal, release or threat of release, or removal of Hazardous Waste from or on the Demised Premises. e. Tanks. Tenant shall obtain prior written approval of the Landlord for the installation of any storage tank, whether above or underground, at the Demised Premises, and will comply with all applicable laws and regulations concerning its installation, operation and closure. Upon termination of this Lease, Landlord shall have the option of requiring that Tenant, at Tenant's sole cost and expense, perform tests relating to and/or remove any tank installed by Tenant and associated contaminated material. f. General Compliance. The provisions of this Section 5.02 shall not be construed as limiting in any respect the covenants and obligations of Tenant under Section 6.07 hereof. The provisions of this Section 5.02 to the contrary notwithstanding, Tenant may employ the normal and reasonable amounts of cleaning and pest control supplies reasonably necessary for maintenance of the Demised Premises, and other materials reasonably required in connection with conducting Tenant's Authorized Use, so long as such materials are properly, safely and lawfully stored and used by Tenant and in compliance with Environmental Statutes. g. Landlord's Entry for Inspection. Tenant agrees to permit Landlord and its authorized representatives to enter, inspect and assess the Demised Premises, at reasonable times, following reasonable prior notice to Tenant, for the purpose of determining Tenant's compliance with the provisions of this Section 5.02. Such inspections and assessments may include obtaining samples and performing tests of soil, surface water, groundwater or other media. h. Hazardous Environmental Re resentations b Landlord. Landlord hereby represents, warrants and covenants that to the best of Landlord's knowledge: (A) no Hazardous Waste are presently located within the Demised Premises in violation of any Environmental Statute, and (B) Landlord has not received any warning, notice, or administrative or judicial complaint alleging that conditions on the Demised Premises are in violation of any Environmental Statute. Landlord shall indemnify, defend (by counsel reasonably acceptable to Tenant), and hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, reasonable attorneys' fees, and consultant and expert fees) arising during or after the Term and arising as a result of. (i) the breach by Landlord of the representation made in the preceding sentence ii the leakage, spillage, discharge, or release of any Hazardous Waste as a result of Landlord's or its agents', employees', licensees', contractors' or invitees' acts or omissions iii Landlord's violations of any Environmental Statutes or Landlord's failure to provide adequate disclosures or warnings required by any Environmental Statutes; or (iv) any Hazardous Waste existing on the Demised Premises prior to the date of possession by Tenant of the Demised Premises, including as examples only, any costs or expenses incurred for the removal of, or otherwise arising from, any existing Hazardous Waste in connection with the Tenant's Work. Landlord's indemnification obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Waste management plan, investigation, repairs, clean up or detoxification or decontamination of the Demised Premises, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or earlier termination of the Term. 5.03 Continuous Occupancy. Tenant shall occupy the Demised Premises promptly upon the Delivery Date; and shall open for business no later than the date hereinafter set forth; and thereafter throughout the Term. In the event Tenant fails to occupy the Demised Premises for ninety or more consecutive days at any time during the Term (excepting periods of closure due to casualty, condemnation, remodeling, or any other damage to the Demised Premises which prevents Tenant from operating, or other events of force majeure), Landlord may, but shall have no obligation to, exercise its right to recapture the Page 6 Demised Premises and terminate the Lease ("Recapture Right"). Landlord may, but shall have no obligation to, exercise its Recapture Right by delivering a written notice to Tenant after such ninety more consecutive day period stating Landlord's intent to recapture the Demised Premises and terminate Tenant's Lease which recapture and termination of Tenant's Lease shall occur thirty days after Landlord exercises its Recapture Right. In the event Tenant recommences.operating at the Demised Premises during such thirty day period, Landlord's Recapture Right shall be null and void; provided, however, in the event Tenant ceases to operate for greater than ten consecutive days after Tenant's recommencement of vent operations at the Demised Premises at any time during the succeeding one hundred and twenty days (excepting periods of closure due to casualty, condemnation, remodeling, or any Demised Premises which prevents Tenant from operating, or other events of force tmer damage to the notice from Landlord, Landlord may, but shall have no obligation to, recapture the Demised Pemisestten immediately and this Lease shall terminate and be null and void and of no further force and effect. 5.04 Additional Agreements. Throughout the Term, Tenant agrees: a. Not to use or operate any machinery or equipment that is harmful to the Demised Premises. b. Not to do or permit, or suffer to be done or permitted, any act or thing, or permit any noise, odor, sound, vibration or disturbance that would constitute a nuisance and/or adversely affect the use of adjacent or nearby property by the owners or users thereof. SECTION 6 Landlord's Work and Tenant's Work, Repairs and Alterations 6.01 Landlord's Work. It is specifically understood and agreed that Tenant is taking the Demised Premises "AS IS," without warranty or representation by Landlord as to the condition of the Demised Premises or any part thereof, except as may specifically beset forth in this Lease. Landlord is not required to perform any work whatsoever nor is Landlord required to obtain any permits, licenses or approvals with respect to any work desired to be done by Tenant. Landlord, however, will cooperate Tenant, at Tenant's sole cost and expense, in connection with any licenses, permits or approvals desired and/or required by Tenant. 6.02 Exceptions. Notwithstanding the previous paragraph, Landlord warrants and represents that the roof and HVAC system are in good working order. The parties, however, recognize that the building has been unoccupied for an extended period of time. Upon execution of this Lease, Landlord will cause an inspection to be made of the roof and HVAC system and shall make whatever repairs are necessary, if any, to put the roof and HVAC system in good working order. Further, Landlord and Tenant have agreed to share equally the cost of paving and striping the parking lot. Upon execution of this Lease, Landlord will get quotes and the parties will choose a company to do the work. As the job is billed, each party shall pay that party's share of each bill. 6.03 Tenant's Work. All work which is necessary to complete the Demised Premises in accordance with Tenant's Final Plans (as hereafter defined) and which is necessary for the Demised Premises to be ready to open for business, in the manner set forth in the Lease, shall be done by Tenant at Tenant's own cost and expense. All such work as well as any remodeling pursuant to Section 6.05 of the Lease is herein collectively referred to as "Tenant's Work." 6.04 Construction Procedures. The Demised Premises shall be designed and installed in accordance with all requirements of Landlord's fire underwriter and the requirements of any governmental authority having jurisdiction thereover. The design, character and materials of the storefront and all Page 7 aspects of the design and construction of the structural portions of the Demised Premises shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. 6.05 Construction Schedule. Tenant shall initially construct the Demised Premises in accordance with the plans and specifications referred to below, such work to be completed by the Rent Commencement Date. Not later than thirty days after the date of this Lease, Tenant shall deliver to Landlord detailed plans and specifications (which shall include complete storefront and interior work design plans, a sign plan, a reflective ceiling plan, a fixture and merchandising layout plan, cooling and heating load calculations, electrical panelboard schedules and loads and such other details as may be required by Landlord) prepared by Tenant's licensed architect. Landlord shall review such plans and specifications and advise Tenant of any changes required by Landlord within fifteen days of receipt; Tenant shall promptly revise such plans and specifications to incorporate Landlord's required changes and deliver revised plans to Landlord within fifteen days after being advised of Landlord's changes. Landlord may require further changes in such plans and Tenant shall similarly revise and resubmit the same to Landlord within an additional period of fifteen days, and this procedure shall continue until all of Tenant's plans and specifications have been approved by Landlord. Tenant shall promptly commence Tenant's Work after Landlord has approved Tenant's plans and specifications and Tenant has obtained Tenant's Permits (as hereinafter defined). All of Tenant's Work shall be completed at Tenant's sole cost and expense. All such work shall be promptly commenced and thereafter continued with due diligence to the end that it shall be fully completed and the Demised Premises opened for business in accordance with the provisions of the Lease. Tenant shall perform no work in the Demised Premises until such plans and specifications have been approved by Landlord. 6.06 Construction Procedures and Requirements. In performing Tenant's Work, Tenant shall (or cause its contractor to) comply with the following requirements: In addition to, and not in lieu of the other policies of insurance required by this Lease, at all times between the start and completion of Tenant's Work (such period is herein referred to as "Tenant's Construction Period"), Tenant, at its own cost and expense, shall cause its contractor to maintain in effect with a responsible insurance company, a policy of all risk builder's risk insurance in the standard form for Pennsylvania. Said insurance shall cover the full replacement value of all work done and fixtures and equipment installed or to be installed at the Demised Premises without coinsurance and with a deductible clause not to exceed $5,000.00. In addition to, and not in lieu of the other policies of insurance required by this Lease, at all times between the start and completion of Tenant's Construction Period, Tenant, at its own cost and expense, shall cause its contractor to maintain in effect with a responsible insurance company a policy of comprehensive liability insurance or (at Landlord's option) commercial general liability insurance (on an occurrence basis). Said insurance shall protect against claims for personal injury (including death) and property damage, with limits not less than Three Million Dollars ($3,000,000.00) in respect of personal injury (including bodily injury and death) and Two Million Dollars ($2,000,000.00) for property damage. At all times during Tenant's Construction Period, Tenant's contractors and subcontractors shall maintain in effect worker's compensation insurance as required by the laws of Pennsylvania. Repair and/or reconstruction of all or any portion of Tenant's Work damaged or destroyed by any casualty occurring during Tenant's Construction Period shall be commenced by Tenant as soon as possible after such casualty and Tenant shall promptly pursue such repair and/or reconstruction to completion. Page 8 Any approval or consent by Landlord of any or all of Tenant's criteria, systems, plans, specifications or drawings shall neither constitute an assumption of responsibility by Landlord for any aspect of such criteria, systems, plans, specifications or drawings including, but not limited to, their accuracy or efficiency nor obligate Landlord in any manner with respect to Tenant's Work and Tenant shall be solely responsible for any deficiency in design or construction of all portions of Tenant's Work. Subject to the terms of this Lease, Tenant shall obtain and pay for all necessary permits and shall pay all other fees required by public authorities or utility companies with respect to Tenant's Work. construction. Tenant shall maintain the Demised Premises in a clean and orderly condition during . At any time and from time to time during the performance of Tenant's Work, Landlord, Landlord's agent, Landlord's architect and/or Landlord's general contractor may enter upon the Demised Premises after reasonable- prior notice to Tenant and inspect the work being performed by Tenant and after ten days notice to Tenant (except in the case of emergency) take such steps as are required by Tenant's approved plans or by law to assure the proper performance by Tenant of Tenant's Work in accordance with the approved plans and/or to protect the building and/or the remainder of the Demised Premises. In addition, Tenant's Work shall be performed in a thoroughly first-class and workmanlike manner, shall incorporate only new or like new materials as approved by Landlord on Tenant's plans and specifications as approved by Landlord, and new materials or like-new materials at any other time during the Term and shall be in good and usable condition at the date of completion. 6.07 Construction Information. Within ten days after initially opening the Demised Premises for business with the public, Tenant shall supply to Landlord the following: Properly issued permanent occupancy certificates and any other certificates evidencing acceptance or approval of the Demised Premises by appropriate governmental authorities. A set of as-built plans and specifications for Tenant's Work prepared and sealed by Tenant's architect, together with names and addresses of Tenant's electrical, plumbing, and other contractors. 6.08 Repairs. Except for the Landlord's Repairs (as hereinafter defined), Tenant shall, throughout the Term and at its sole cost and expense, take good care of the Demised Premises and keep them in good order, condition and repair and in compliance with all Laws, and promptly make all repairs necessary to maintain such good order, condition, repair and compliance. The term "repairs" shall include replacements, renewals and additions. All repairs made by Tenant shall be equal to or exceed in quality and usefulness the original building and such other original improvements as may from time to time be located upon the Demised Premises. Tenant shall keep and maintain the Demised Premises in a clean and orderly condition, and free of accumulations of dirt, rubbish, snow, ice and water; and shall promptly remove from the Demised Premises all trash which may accumulate in connection with any activity by Tenant. Without limiting the foregoing, it is Tenant's responsibility to keep and maintain in good order and repair during the Term the roof, the exterior and structural portions of the buildings and other improvements, including the roof, exterior walls, gutters and downspouts, the sprinkler mains, utility pipes, lines, meters, conduits and facilities, whether or not permanently installed in the structure, ceiling, walls or floor of the Building. 6.09 Alteration and Remodeling. Tenant shall not, without first obtaining Landlord's prior written consent, make any alterations, improvements or additions to the Demised Premises; except that Page 9 Tenant may, without the prior consent of Landlord, make alterations and improvements to the interior of the Demised Premises having a cost not to exceed $5,000 during any Calendar Year; provided, however, that any alteration, improvement or addition made by Tenant, including both those that do and do not require Landlord's prior written consent, shall not affect or impair the structure of the building nor reduce its value and Tenant shall give to Landlord at least thirty days prior written notice of any such alteration, improvement or addition having a cost exceeding $5,000. Except as otherwise provided in this Section 6.09, all alterations, improvements, additions, repairs and other property attached to or used in connection with the Demised Premises or any part thereof made or installed by Tenant shall immediately upon completion or installation thereof be and become part of the Demised Premises and the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord upon the expiration or earlier termination of the Term; provided, however, that Tenant agrees that all removable trade fixtures, equipment and personal property installed by Tenant in the Demised Premises shall be removed by Tenant at the termination of the Term. Tenant agrees that it will at its own cost and expense forthwith repair any and all damage done by the removal of any fixtures, trade fixtures and personal property. Tenant, at any time during the Term, shall have the right to remove from the Demised Premises any trade fixtures and personal property of Tenant. 6.10 Mechanic's Liens. Tenant hereby completely and fully indemnifies Landlord, and agrees to defend and hold Landlord harmless from and against, any mechanic's lien or other lien or claim in connection with any alterations or changes or the performance of any construction or work performed or authorized by Tenant which may give rise to a mechanic's lien. If any mechanic's, laborer's, or materialman's lien shall at any time be filed against the Demised Premises or any part thereof by reason of work performed by or at the direction of the Tenant, the Tenant, within thirty days after notice of the filing thereof, shall cause it to be discharged of record. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then in addition to any other right or remedy, the Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event, Landlord shall be entitled, if it so elects to compel the prosecution of any action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses incurred by it in connection therewith, together with interest thereon at the Effective Rate, from the respective dates of the making of the payments and incurring of the costs and expenses, shall be immediately due and payable by the Tenant to Landlord. Nothing in this Lease contained shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific alteration, addition, improvement or repair to the Demised Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Demised Premises or any part thereof. Further, Tenant shall do no work at the Demised Premises without requiring Tenant's contractor or contractors to execute and file a stipulation against liens and evidence of same shall be furnished to Landlord promptly upon filing. Page 10 6.11 Compliance. Tenant shall, on and after the Delivery Date and throughout the Term, at Tenant's sole cost and expense, promptly comply with all Laws and the recommendations or requirements of all insurance companies, relating to the Demised Premises or the use thereof. Without limiting the generality of the foregoing, Tenant shall keep in force all licenses, consents and permits necessary for the lawful use of the Demised Premises and Tenant shall pay all personal property taxes, income taxes, license fees, and other taxes which are or may be assessed, levied or imposed upon Tenant in connection with Tenant's operation of its business upon the Demised Premises. Tenant shall indemnify Landlord and save it harmless from suits, actions, damages, liability and expense, including reasonable attorneys' fees in connection with a breach of its obligations to comply with Laws under this Lease. SECTION 7 Taxes 7.01 Personal Property Taxes and Sales Taxes on Rent. Commencing on the Delivery Date, Tenant shall pay all personal property taxes levied by any Governmental Authority with respect to Tenant's property located on the Demised Premises. Tenant shall pay all sales taxes levied by any Governmental Authority with respect to the Demised Premises and/or Rent payable under this Lease together with Rent, and hold the Landlord harmless with respect thereto. SECTION 8 Indemnity and Insurance 8.01 Indemnity and Release. Indemnification by Tenant. Tenant agrees to indemnify, defend and save harmless Landlord from and against any and all claims by or on behalf of any party arising from the occupancy, conduct, operation or management of the Demised Premises or from any work or thing whatsoever done on or about the Demised Premises, or arising from any breach or default on the part of Tenant pursuant to the terms of this Lease, or under the provisions of any Law, or arising from any act, neglect or negligence of Tenant, or any of its agents, contractors, servants, employees, or licensees, or arising from any accident, injury or damage whatsoever caused to any party, occurring during the Term, in or about the Demised Premises, and from and against all costs, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon (including, without limitation, the reasonable fees of attorneys, investigators and experts); and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord covenants at Tenant's cost and expense to resist or defend such action or proceeding or to cause it to be resisted or defended by an insurer. Tenant shall not, however, be liable for damages or injury occasioned by the negligence or wrongful, willful acts of Landlord, or its agents, employees, contractors or servants, unless such damage or injury arises from perils against which Tenant is required by this Lease to insure. 8.02 Release. Landlord, its principals, agents, employees and contractors, shall not be liable for, and Tenant hereby releases Landlord, its principals, agents, employees and contractors from, all claims for loss of life, personal injury or damage to property or business sustained by Tenant or any person claiming by, through or under Tenant resulting from any fire, accident, occurrence or condition in or upon the Demised Premises or any part thereof including, but not limited to, any such claims for loss of life, personal injury or damage resulting from defect, latent or otherwise, in the Demised Premises, any defect in or any failure of any equipment, machinery, utilities, appliances, or apparatus in the Demised Page 11 Premises,. falling of fixtures or other items, leakage of water, snow or ice, broken glass, or any similar event or any act or omission (including negligent acts or omissions) of Landlord, its principals, agents, servants and employees. The provisions of this subsection 8.02: (i) shall not apply to damages, losses or injuries arising from the wrongful, willful or grossly negligent acts or omissions of Landlord its agents, contractors or employees. or 8.03 Insurance by Tenant. Tenant shall keep in force, at Tenant's sole cost and expense, in responsible insurance companies reasonably acceptable to Landlord authorized to do business in the jurisdiction in which the Demised Premises is situate and throughout the Term and during such other times as Tenant occupies the Demised Premises or any part thereof Insurance (on an occurrence basis) against claims for personal injury (including death) and property damage and with broad-form contractual liability coverage, under a policy of comprehensive general liability insurance or (at Landlord's option) commercial general liability insurance, with limits not less than Three Million Dollars ($3,000,000.00) in respect of personal injury (including bodily injury and death) and Two Million Dollars ($2,000,000.00) for property damage. statutory limits. compensation or similar insurance affording statutory coverage and containing Fire insurance, with such extended coverage endorsements including but not limited to, vandalism, malicious mischief, sprinkler leakage, plate and other glass coverage, and other endorsements as Landlord may from time-to-time reasonably require, covering all of Tenant's stock in trade and other improvements to the extent of one hundred percent (100%) of their replacement cost, subject to reasonable, market deductibles. The property damage insurance required hereunder shall not contain the "care, custody and control" exclusion, or Tenant shall obtain and keep in force at the times aforesaid, in addition to the other insurance required of it under this Section 8.02(a), fire and extended coverage legal liability insurance with a minimum limit of Three Million Dollars ($3,000,000.00). Business interruption insurance and/or products liability insurance, if requested by Landlord, in such amount as Landlord may reasonably require or approve for a term not to exceed twelve months. Tenant shall deposit with Landlord the policies of insurance required under this Section, or copies thereof, together with satisfactory evidence of the payment of the premium or premiums required thereunder, prior to the date Tenant first enters upon the Demised Premises (but in no event later than the Delivery Date). Said policies of insurance shall name as insured parties the Landlord (and, at Landlord's direction, any managing agent) and the holder of any Mortgage and shall provide that they shall not be cancelable without thirty days prior written notice to Landlord and the holder of such Mortgage. At least fifteen days prior to the expiration of any such policy, Tenant shall deposit with Landlord a renewal policy or copy thereof, together with satisfactory evidence of payment by Tenant of the premium or premiums required thereunder. Increase in Insurance Rate. Tenant will not do or keep anything in the emised will violate the provisions of any policy of insurance or which will procur ng insurance Premisesin which companies acceptable to Landlord. If anything done, omitted to be done or suffered to be done by Tenant shall cause the insurance rate on any insurance for the Demised Premises to be increased, then Tenant shall pay the entire amount of any increase in premiums resulting therefrom on demand and as additional rent. Page 12 SECTION 9 Si na e 9.01 Sims. Tenant shall, at its expense, construct all necess Premises properly to conduct its marketing activities, provided that Tenary sis in and upon the d Demised an g hall have submittte Landlord plans for each such sign and further provided that Landlord shall have approved such plans. Tenant shall be solely responsible for obtaining sign h plans. the requirements of all Laws. The availability of signs eandtsign permits is notta condition signs to t conform with obligations of Tenant under this Lease. Tenant shall, at Tenant's sole cost and expense, maintain its signs in good order, condition and repair throughout the Term. Tenant's signage shall be placed on th at portion of the Demised Premises located solely on the interior of or exterior fagade of the De Premises. mused SECTION 10 Utilities 10.01 Tenant's Res onsibili for Utilities. Tenant, at Tenant's expense and as part of Tenant's Work, shall bring all Utilities required by Tenant to the Demised Premises. Tenant shall make application for, be responsible for, and promptly pay all charges for all Utilities consumed at the Demised Premises. 10.02 Utility Interruption. Landlord shall not be liable for any interruption or impairment in the supply of Utility service, nor shall any interruption or impairment constitute a breach b Landlord of terms and conditions of this Lease nor shall any interruption or impairment constitute ground for anthe abatement of Rent, except that, if Landlord or its agents, contractors or employees, actin grossly negligent or with willful misconduct, causes an interruption or cessation of Utilities which mate iall a adversely interferes with Tenant's ability to operate its business at the Demised Premises for the y nd Authorized Use, then all Rent and other charges will abate during such interference, provided Tenant sent written notice to Landlord and Landlord has failed to correct such interference within three (3 has business days after receipt of the written notice. Tenant shall not at an time over ) capacity of any Utility services which are supplied to the Demised Premises. burden or exceed the 10.03 Alternative Billing. If the authority or authorities supplying Utilities servicing the Demised Premises provide that the bills therefor be rendered to Landlord, then Tenant shall reimburse Landlord for the amount of each such bill upon request by Landlord. Notwithstanding anything to the contrary herein, lany charge to Tenant for additional electricity or other Utilities under the provisions of this Lease shallnot exceed the rate which would payable by Tenant directly to the applicable public utility companies. SECTION 11 Assignment and Subletting 11.01 Assignment and Subletting. Tenant shall not assign or encumber this Lease or sublet the Demised Premises, in whole or part, without Landlord's prior written consent (which consent may no unreasonably withheld, conditioned or delayed) provided Tenant is not in default of the terms and not be provisions hereof. In determining whether to consent to Tenant's proposed assignment or subletting, the Landlord may consider all factors, which in Landlord's business judgment, are pertinent to such decision, and the parties agree that the following, without limitation, are examples of such factors by which on, Landlord may reasonably withhold, condition or delay its approval to Tenant's assignment of this Lease or subletting the entire Demised Premises: Whether the financial strength of the proposed assignee as determined by a current financial statement, audited by a certified public accountant, shows a tangible net worth and working Page 13 capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of its obligation under this Lease; The character, business reputation, and managerial skills of the assignee or subtenant; Whether the assignee or subtenant has substantial retailing experience in the sale of merchandise permitted as an Authorized Use; The use of the Demised Premises by the proposed assignee or subtenant must comply with Section 5.01, or such other use reasonably acceptable to Landlord; and/or Whether the quality of merchandise sold from the Demised Premises after the assignment or sublease will be the same as prior thereto. Notwithstanding any assignment or encumbrance of this Lease or subletting of all or any portion of the Demised Premises, with or without the consent of Landlord, Tenant shall, nevertheless, remain liable to Landlord for the performance of all of Tenant's obligations under this Lease; and any assignment, encumbrance, sublease or subletting made by Tenant shall be subject to the terms, conditions and provisions of this Lease. Further, the parties recognize that Landlord will incur various administrative costs in the event of an assignment or subletting and, therefore, Tenant agrees that in such event, Tenant shall pay Landlord the sum of $500.00 to cover such costs. Tenant shall notify Landlord in writing (at least thirty days prior thereto) if Tenant intends to sublease all or any portion of the Demised Premises or to assign or encumber this Lease. The provisions of this Section 11 shall be equally applicable to an assignment by operation of law. The sale or transfer of stock or any other transfer of any beneficial interest in Tenant or any merger by Tenant or by any parent; subsidiary or affiliate of Tenant shall be considered for the purpose of this Lease to be an assignment hereunder. 11.02 If, with or without Landlord's consent, Tenant assigns this Lease, or sublets all or any part of the Demised Premises, any profits derived by Tenant from the assignment or subletting shall be paid by Tenant to Landlord and Tenant shall deliver to Landlord a written agreement, in which the assignee or subtenant agrees, for the benefit of Landlord, to assume, be bound by, and perform all of the obligations of Tenant under this Lease. Tenant agrees to use reasonable efforts to obtain the highest profit possible on any assignment or subletting. 11.03 Omitted. 11.04 The common stock of any wholly owned subsidiary corporation to which Tenant transfers this Lease shall not be sold or otherwise disposed of without Landlord's prior written consent, which consent shall not be unreasonably withheld in accordance with the criteria stated in Section l 1.01(a) above; provided, however, that Landlord's consent shall not be required in the event of any transfer permitted without Landlord's consent under the first paragraph of this Section 11.01(f) with respect to the original Tenant named herein (as opposed to any assignee or subtenant of the original Tenant named herein). 11.05 Violation. If this Lease is assigned, Landlord may collect Rent from the assignee. If the Demised Premises or any part thereof be sublet or occupied by any person other than Tenant and in the Page 14 event of Tenant's uncured default, Landlord may collect Rent from such subtenant or occupant. Landlord's collection of Rent pursuant to the provisions of this Section 11.02 shall not in deemed to be a waiver of any default by Tenant in having assi any event be of the Demised Premises without the prior written consent of assigned Lease or sublet all or any portion 11.06 Bankruptcy Assignment. Any person or entity to which this Lease is assigned the provisions of the Bankruptcy Code, 11 U.S.C. 101 et seq., shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on or after the pursuant to assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. 1 l .07 Bankruptcy Assignment - Payment of Consideration for Assignment. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. et seq., ninety percent (90%) of any and all monies or other considerations payable or otherwise be delivered connection with such assignment shall be paid P to in or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute roperty of Tenant or of the meaning of the Bankruptcy Code. Any monies or other considerations constitutor Landl within the ord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and promptly be paid or delivered to Landlord. of SECTION 12 Subordination Easements and Esto el Certificates 12.01 Subordination. This Lease shall be subject and subordinate at all times to the lien of an Mortgages and/or other encumbrances now or hereafter placed upon the Demised Premises witho y ut the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant agrees, at the election of the holder of any such Mortgage or other encumbrance, to attorn to such holder. Tenant further agrees to execute and deliver upon request such further instrument or instruments evidencing and confirming such subordination of this Lease to the lien of any such Mortgage and/o encumbrance and such further instrument or instruments of attornment as shall be designated b r Landlord. As a condition to Tenant's obligation to subordinate it's interest to such Mortgage and attorn the holder of such Mortgage or other encumbrance, Landlord shall obtain mortgagee's approval that, long as the Tenant is not in default under the terms of the Lease beyond any applicable noticand cure a so period as may be provided under the Lease, Tenant's right to possession of the Demised Premise pursuant to the Lease shall not be disturbed or interfered with by the mortgagee. For purposes of this Lease, the "mortgagee" shall mean the holder of any Mortgage, the underlying landlord or any party whose title is superior to the title of Landlord or any party who may perfect any title that might otherwise cause a termination of this Lease. use 12.02 Tenant's Certificate; Additional Documents. Tenant agrees at any time and from time to time, within fifteen (15) days after Landlord's written notice, to execute, acknowledge and deliver to Landlord a written instrument in recordable form certifying the commencement and ending dates of the Term, that this Lease is unmodified and in full force and effect (or if there have been modifications, that it is in full force and effect as modified an stating the modifications) and the dates to which Minimum Rent have been paid in advance, if an an stating whether or not to Tenant's knowledge Landlord is in default in the performance of any agreement contained in this Lease and if so, specifying each such default and such other information as Landlord shall reasonably request; and agreeing that Tenant will give to the holder (or proposed holder of any Mortgage a copy of any notice of default it sends to Landlord and will provide to such holder a reasonable time in which to effect a cure of same. Tenant agrees that any such statement delivered pursuant to his this Page 15 Section may be relied upon by any prospective purchaser of the fee or any mort gagee thereof or an y assignee of Landlord's interest in this Lease or of any Mortgage. Within fifteen days after the date of a request by Landlord to Tenant, Tenant shall deliver to Landlord, not more than one time during any Calendar Year, the most recent annual financial statements prepared by Tenant, which financial statements shall be audited and certified to by Tenant's regularly engaged independent certified public accountants, and prepared in accordance with generally accepted accounting principles consistently applied; and contain a balance sheet of Tenant showing all assets and liabilities (both absolute and contingent) and a statement of Tenant's profits and loss. SECTION 13 Condemnation 13.01 Whole or Partial Taking. In the event the whole or any part of the Demised Premises which renders the balance of the Demised Premises untenantable, shall be taken by any public authority under the power of eminent domain, this Lease shall terminate as of the date of the Taking. The term "untenantable" shall mean that due to the damage, destruction or taking Tenant's then current use of the Demised Premises is impaired or otherwise cannot be continued on a cost effective basis to the extent reasonably practicable from the standpoint of prudent business management in Tenant's reasonable judgment. 13.02 Sharing of Condemnation Proceedings. All compensation awarded for such taking of the fee and the leasehold shall belong to and be the property of the Landlord; provided, however, that the Tenant shall be permitted to make a separate claim for a compensation award for the cost of moving or removal of its stock and fixtures, loss of business, and the un-depreciated cost (as of the date this Lease is terminated) of all of those fixtures, improvements and installations made by, or on behalf of, Tenant in the Demised Premises (provided that such award to Tenant does not reduce the compensation which would otherwise be awarded to Landlord). 13.03 If Lease Not Terminated. If there is a condemnation and this Lease does not terminate pursuant to the foregoing provisions of this Section, the operation and effect of the Lease shall be unaffected by such condemnation, except that the Rent payable under the Lease shall be reduced in proportion to the square footage of floor area, if any of the Demised Premises covered by such condemnation or otherwise rendered untenantable. SECTION 14 Damage by Fire or Other Casualty 14.01 Destruction of Demised Premises. If the Demised Premises shall be damaged or destroyed by fire or other casualty, then Tenant shall promptly give notice thereof to Landlord; and, except as hereinafter otherwise provided, Landlord shall, subject to (i) obtaining consent from Landlord's lender, (ii) obtaining all applicable approvals from Governmental Authorities and (iii) receiving all necessary insurance proceeds adequate to pay for such repairs and restoration, within one hundred eighty (180) days after the satisfaction of items (i) through (iii) above, but-in no event more than three hundred and sixty (360) days after such damage or destruction, repair or restore the Demised Premises to substantially the same condition they were in prior to the casualty. If Landlord fails to repair or restore the Demised Premises within the aforesaid time period, Tenant may terminate this Lease upon thirty (30) days prior written notice whereupon this Lease shall terminate and neither party shall have any further obligations to the other except as expressly stated herein; provided, however, if Landlord repairs or restores the Demised Premises within said thirty (30) Page 16 day period following Tenant's notice of termination, Tenant's termination notice shall be null and void and other no further force and effect. If Landlord is required to repair the Demised Premises pursuant to the provisions of this Section 14.01, its obligations shall be limited to the basic building, excluding, however, all work, alterations, fixtures, or signs installed by Tenant and all floor coverings, furniture, equipment and decorations; and Tenant shall, at Tenant's sole cost and expense, promptly perform all repairs and restoration to the Demised Premises not required to be done by Landlord and shall promptly reenter the Demised Premises and commence its business in all parts thereof upon its repair and restoration. If the damage to the Demised Premises should be so extensive as to render the whole or any part thereof untenantable, a just proportion of the Monthly Rental, according to the nature and extent of the injury to the Demised Premises, shall be suspended or abated until the Demised Premises shall be repaired or restored by Landlord as aforesaid; provided, however, the obligation of Tenant otherwise to perform under this Lease shall not be affected or abated by reason of such damage or destruction. If during the last two (2) years of the Term the Demised Premises shall be damaged or destroyed to the extent of twenty percent (20%) or more of its insurable value, or if the proceeds of Landlord's insurance as the result of any damage to the Demised Premises by fire or other casualty shall be insufficient fully to pay the cost of the repair thereof. In the event of any termination of this Lease pursuant to the provisions of this Section, the termination shall become effective on the fifteenth (15th) day after the giving of the notice of termination, and the Monthly Rental shall be suspended or abated until the time of termination and minimum rent shall be apportioned as of the time of termination. SECTION 15 Events of Default 15.01 Default by Tenant. In the event any of the following shall occur: Tenant fails to pay any installment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of ten (10) days after Landlord notifies Tenant in writing of such failure; provided however, that in no event shall Landlord be required to give Tenant notice regarding the payment of any installment of Rent or any other payment more than two (2) times in any Calendar Year; or Tenant is in default of any term, provision, covenant or obligation under this Lease other than as described in subsection (a) above, and Tenant fails to commence to cure any such default within thirty (30) days after notice of the occurrence thereof from Landlord and thereafter fails to complete the cure of such default with due diligence within thirty (30) days after notice of the occurrence thereof from Landlord; provided, however, that if Tenant is incapable of practicably curing said default with diligence within such thirty (30) day period and if Tenant shall proceed promptly to cure the same and thereafter shall prosecute such curing with diligence to completion, then upon receipt by Landlord of a certificate from Tenant stating the reason such failure cannot be cured within thirty (30) days and stating the estimated time necessary to fully cure such failure with diligence, the time period within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with diligence but in no event more than ninety (90) days; or Tenant is adjudicated a bankrupt; or Tenant has a receiver in equity appointed for all or substantially all of its property and such appointment is not vacated within thirty (30) days; or Page 17 Tenant files a voluntary petition for reorganization or arrangement; or Tenant has a trustee in reorganization appointed for its property; or Tenant files a voluntary petition in bankruptcy; or Tenant files an answer admitting bankruptcy or agreeing to reorganization or arrangement; or Tenant makes an assignment for the benefit of creditors; or Tenant permits its leasehold interest hereunder to be sold pursuant to execution; then and in any such event, Landlord may, in addition to such other rights and remedies which are provided for by law or equity or elsewhere in this Lease: Subject to Section 20.16, accelerate the whole or any part of the Rent and other charges, payments, costs and expenses herein agreed to be paid by Tenant for the lesser of (i) the entire unexpired balance of the Term or (ii) twenty-four (24) months. Such amount if so accelerated shall, in addition to any Rent already due and payable, be deemed due and payable as if, by the terms and provisions of this Lease, such accelerated Rent and other charges, payments, costs and expenses were on that date payable in advance. If permissible under applicable laws, enter the Demised Premises and without further demand or notice, proceed to sale of the goods, chattels and personal property. there found and levy the Rent; and Tenant shall pay all costs and officers' commissions, including watchmen's wages and sums chargeable to Landlord, and in such case all costs, officers' commissions and other charges shall immediately attach and become part of the claim of Landlord for Rent. Reenter the Demised Premises and remove all persons and all or any property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Demised Premises, together with all other installations of Tenant. Upon recovering possession of the Demised Premises by reason of or based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet the Demised Premises; and relet the Demised Premises or any part or parts thereof, either in Landlord's name or otherwise, for a term or terms which may at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the Term and at such rent or rents and upon such other terms and conditions as in Landlord's sole discretion may seem advisable and to such person or persons as may in Landlord's discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and reasonable attorney's fees and all costs of such alterations and repairs; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such reentry or taking possession of the Demised Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as their agent to collect the rents due and to become due under all Page 18 in the same or better condition as the Demised Premises were in upon delivery to under this Lease, loss by condemnation and casualty excepted; provided, of possession the Tenant however, that the leasehold improvements installed by Tenant shall not be removed unless Landlord directs Tenant to do so. SECTION 20 General 20.01 Notices. Any notice provided for in this Lease shall be given by written instrument, personally delivered or sent by United States certified or registered mail, return receipt requested or with a nationally recognized overnight carrier (such as Federal Express), each with postage and/or delivery charges prepaid, to Landlord at Landlord's Address for Notices and to Tenant at Tenant's Address. All notices shall be deemed to have been given when deposited in the United States mail or with such overnight carrier or when personally delivered, as aforesaid. Any notice may be given on behalf of any party by its counsel. 20.02 Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law. 20.03 Entire Agreement. This Lease constitutes the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations are merged into this Lease. Any amendment, change or addition to this Lease shall be made only in writing and signed by both parties. 20.04 Successors in Interest. The terms and conditions of this Lease shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and assigns. Nothing contained in this Section 20.04 shall relieve Tenant from complying with the terns regarding assignment and subletting set forth in Section 11.01. 20.05 Headings. The Section headings in this Lease are for convenience of reference only, and shall not be construed or held in any way to explain, modify, amplify or add to the interpretation, construction or meaning of this Lease. 20.06 Applicable Law. This Lease shall be governed by the laws of Pennsylvania. 20.07 Definition of Landlord. Landlord shall have the right to assign or sell its interest in this Lease at any time and in its sole discretion. The word "Landlord" is used herein to include the Landlord and any subsequent owner of the Demised Premises as well as their respective successors and assigns, each of whom shall have the same rights, remedies, powers, authorities and privileges as it would have had, had it originally signed this Lease as Landlord; but any Landlord, whether or not named herein, shall have no liability under this Lease after it ceases to hold title to the Demised Premises, except for obligations which may have theretofore accrued; or if it never acquires title to the Demised Premises. If Landlord is in breach or default with respect to Landlord's obligations or otherwise under this Lease, Tenant shall look solely to the interest of Landlord in the Demised Premises and the rents and other income therefrom for satisfaction of Tenant's remedies. No partner of Landlord shall have any personal liability with respect to any of the provisions of this Lease. Landlord's affiliated companies, officers, directors, agents or employees shall not be liable to the Tenant for indirect, special, incidental, consequential, punitive or reliance damages arising under or in connection with this Lease or the performance of Landlord's obligations hereunder, or from any breach or partial breach of the provisions of this Lease or arising out of any act or omission of employees, servants, agents or invitees of Landlord Page 22 20.15 Lien Subordination. From time to time during the Term of this Lease, within twenty (20) days following written request from Tenant or a Franchisee, Landlord shall deliver to any equipment lessor providing leased equipment for use at the Demised Premises and to any purchase money or commercial lender providing financing for Tenant's or a Franchisee's furniture, fixtures and equipment within the Demised Premises or other leasehold improvements within the Demised Premises, or other financing in connection with Tenant's or a Franchisee's business operations at the Demised Premises with a subordination of Landlord's lien rights in commercially reasonable form, as requested by such lessor or lender and as is mutually agreeable to Landlord and such lessor or lender, duly executed and acknowledged by Landlord, respecting any statutory or common law lien or security interest which Landlord may possess respecting any leased equipment for use at the Demised Premises and/or Tenant's and a Franchisee's furniture, fixtures and equipment within the Demised Premises or other leasehold improvements within the Demised Premises. 20.16 Communications System. Tenant shall be permitted, at Tenant's sole cost and expense, to install at a location approved by Landlord of a size and in accordance with plans and specifications which have been approved in writing and in advance by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, a satellite communications system, antenna and related equipment on the roof of the Demised Premises to be used exclusively by Tenant ("Communications System"), provided that Tenant must obtain all necessary permits and approvals from all Governmental Authorities having jurisdiction over the Demised Premises for the installation and maintenance of the Communications System and its component parts and Tenant shall comply with the requirements of said Governmental Authorities. Tenant, at Tenant's sole cost and expense, shall use a roofing contractor approved by Landlord, whose approval shall not be unreasonably withheld, to repair and patch any roof penetration(s) or other damage to the Demised Premises due to the installation, maintenance or use by Tenant of said Communications System. In addition, if at any time during the Term the roof leaks due to the installation, maintenance or use by Tenant of said Communications System, Tenant shall be responsible to Landlord for the cost and expense incurred by Landlord to remedy the leak or repair the roof. In addition, Tenant shall be responsible for all repairs and replacements to the Communications System and shall maintain the same in good condition and repair and shall pay all utility costs regarding the installation, operation and use of same and shall promptly remove the same on the expiration date or earlier termination of this Lease all at Tenant's sole cost and expense, unless Landlord gives Tenant notice that it shall remain and become the property of Landlord. Landlord may require that the Communications System be covered by a "shield" or be installed and situated so as not to be noticeable by the general public. Tenant and its agents shall be prohibited from entering upon the roof without Landlord's prior approval, Landlord may, at its sole discretion and at Tenant's cost, require a representative of Landlord to observe Tenant activity on the roof. Landlord shall use reasonable efforts to make its employees or its roofing contractor available promptly after receipt of notice from Tenant that it is necessary for Tenant or its contractor to enter upon the roof to inspect or to perform work to the Communications System. Tenant shall defend, indemnify and hold Landlord harmless from any and all claims, liabilities, penalties, damages, expenses (including, but not limited to, reasonable attorney's fees and costs), losses, costs, and judgments arising out of or by reason of (a) Tenant's breach under this Section 20.17; (b) any accident, injury to or death of persons or loss of or damage to property occurring directly or indirectly from the exercise by Tenant of the rights and privileges herein granted unless due to the negligence or Page 24 subleases of the Demised Premises or any parts thereof without in any way affecting Tenant's obligation to pay any unpaid balance of Rent due or to become due hereunder. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. To terminate this Lease and the Term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, tenn or covenant broken. Whereupon Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the time of such termination, damages for Tenant's default in an amount equal to the amount of the Rent reserved for the -balance of the Term, as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, all discounted at the rate of six percent (6%) per annum to their then present worth, less the fair rental value of the Demised Premises for the remainder of said Term, also discounted at the rate of six percent (6%) per annum to its then present worth, all of which amount shall be immediately due and payable from Tenant to Landlord. To proceed as a secured party under the provisions of the Uniform Commercial Code against the property in which Landlord has been granted a security interest pursuant to this Section 15.01(J)(ii). In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not herein provided for. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy herein or by law provided but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute. If permitted by applicable law, Tenant expressly waives: The benefit of all laws, now or hereafter in force, exempting any goods on the Demised Premises or elsewhere from levy or sale in any legal proceeding taken by Landlord to enforce any rights under this Lease. The right to delay execution on any real estate that may be levied upon to collect any amount which may become due under the terms and conditions of this Lease and any right to have the same appraised. For the purpose of calculating the "accelerated Rent" payable under paragraph (A) of this Section and the "Rent reserved for the balance of the Term" for the purposes of paragraph (D) of this Lease (but without discounting as provided therein), the amount payable as Tenant's Pro Rata Share of Taxes, Tenant's Pro Rata Share of Insurance and Tenant's Pro Rata Share of Common Area Maintenance Expenses for the balance of the Term shall be equal to the sum of the highest amount paid or payable by Tenant in any Calendar Year for each of the foregoing items multiplied by the number of Calendar Years (including any fractional Calendar Year) remaining in the Term. 15.02 As security for the obligations of Tenant under this Lease, Tenant does hereby assign, transfer and set over unto Landlord all of the rights, title and interest of Tenant in and to any subleases of the Demised Premises. The assignment provided for in this paragraph shall in no event be deemed: to Page 19 constitute consent by Landlord to any sublease by Tenant nor an agreement by Landlord to accept any subtenant as a tenant of Landlord in the event of a termination of this Lease nor in any manner as a waiver by Landlord of the provisions and limitations herein; or to constitute an agreement by Landlord to perform any of the obligations of Tenant under any sublease of the Demised Premises. Until the occurrence of an event of default beyond applicable notice and cure periods by Tenant under this Lease, Tenant may continue to collect the rent and other sums payable under the sublease(s) assigned hereby; but from and after the occurrence of an event of default, all such rent and other sums shall be paid to Landlord and applied by Landlord on account of rent and other sums due by Tenant to Landlord pursuant to this Lease. A statement by Landlord to any subtenant that an event of default by Tenant has occurred under this Lease shall be conclusive evidence of such fact and shall be (and may be) relied upon by the subtenant in making payments to Landlord. No subtenant shall be liable to Tenant for any payment made by the subtenant to Landlord pursuant to the paragraph. No sublease shall be valid or effective unless it shall expressly restate therein the provisions of this paragraph. 15.03 Tenant hereby grants to Landlord a security interest under the Uniform Commercial Code in all of Tenant's goods and property about the Demised Premises. Said security interest shall secure unto Landlord the payment of all rent and charges collectible or reserved hereunder which shall become due under the provisions of this Lease. Tenant hereby agrees to execute, upon request of Landlord, such statements as may be required under the provisions of the said Uniform Commercial Code to perfect Landlord's security interest in Tenant's goods and property about the Demised Premises. 15.04 If Landlord or Tenant institutes any suit against the other in connection with the enforcement of their respective rights under this Lease, the violation of any term of this Lease, the declaration of their rights hereunder, or the protection of Landlord's or Tenant's interests under this Lease, the non-prevailing party shall reimburse the prevailing party for its reasonable expenses incurred as a result thereof including court costs and reasonable attorneys' fees. 15.05 Default by Landlord. Landlord shall not be in default of any of its obligations in this Lease unless Landlord or the holder of any Mortgage shall have failed to commence to perform such obligation within thirty (30) days after notice by Tenant to Landlord and to such mortgagee properly specifying wherein Landlord has failed to perform any such obligation or shall have failed to proceed thereafter with reasonable diligence to complete such performance. 15.06 Curing Tenant's Defaults. If Tenant shall be in default of any of its obligations under this Lease, which default is not cured within applicable notice and cure periods hereunder, Landlord may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity or under this Lease, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any reasonable sums paid or costs incurred by Landlord in curing such default, together with interest at the Effective Rate from the respective dates of Landlord's making of the payments and incurring of the costs, on all sums advanced by Landlord as aforesaid, which sums and costs together with interest thereon shall be deemed additional rent payable under this Lease. 15.07 Waiver of Breach. The waiver by Landlord or Tenant of any breach of any term, covenant or conditions contained in this Lease, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained in this Lease. 15.08 Limited Duty to Mitigate. After an Event of Default, Landlord shall exercise commercially reasonable efforts to mitigate its damages; provided, however, that Landlord shall in no event be responsible or liable for any failure to relet the Demised Premises or any part thereof, or for any failure to collect any rent due upon a reletting, except to the extent of Landlord's obligations under law. In addition, in the event of any default hereunder by Landlord, Tenant shall, subject to the terms of this Page 20 Lease, exercise commercially reasonable efforts to mitigate any damages incurred by Tenant as a result of such default. SECTION 16 Inspection Rights 16.01 Landlord's Right to Inspect. After reasonable prior notice to Tenant, Landlord and the holder of any Mortgage, and each of their agents, shall have the right to enter the Demised Premises at all times to examine same and to show them to prospective purchasers or tenants, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. At any time within one (1) year prior to the expiration of the Tenn, Landlord shall have the right to display on the exterior of the Demised Premises a customary "For Rent" sign. SECTION 17 Quiet Eniovment 17.01 Landlord's Covenant of Quiet Enjoyment. Landlord covenants that upon Tenant complying with the terms, covenants and conditions of this Lease, Tenant may peaceably and quietly have, hold and enjoy the Demised Premises for the Term without hindrance or interruption by Landlord or by any other person or persons claiming under Landlord. SECTION 18 Holding Over 18.01 Rent for Holding Over Period. If Tenant shall continue to occupy the Demised Premises after the end of the Term without Landlord's written consent, then Landlord shall be entitled to recover from Tenant either damages to compensate Landlord for the losses suffered by Landlord as a result of such holding over or, at Landlord's option, compensation for such use and occupancy, at a rate per month equal to 150% of the monthly Rental which would have been payable had this Lease been renewed for a period of twelve (12) full calendar months following such expiration or earlier termination, on the terms and conditions in effect immediately prior thereto. Neither Landlord's demand nor Landlord's receipt of the aforesaid compensation for use and occupancy shall be deemed to provide Tenant with any right to any use, occupancy or possession of the Demised Premises either for the period for which such compensation has been demanded or paid or for any time before or after such period. The provisions of this Section 18.01 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. SECTION 19 Condition and Return of Demised Premises 19.01 Condition of Title and Demised Premises. Except as expressly set forth in this Lease, Tenant agrees that the Demised Premises, the title to the Demised Premises, the zoning classification of the Demised Premises, and the uses of the Demised. Premises permitted by applicable Laws have been examined by Tenant; that Tenant accepts its rights under this Lease subject to all of the foregoing; and that Landlord has made no representation, covenant or warranty, express or implied, in fact or in law, with respect thereto. Landlord represents that as of the Delivery Date the Demised Premises Tenant's Authorized Use shall not violate Laws as to zoning. Tenant accepts the Demised Premises in the condition or state as of the Delivery Date, except as otherwise set forth in this Lease, 19.02 Liability for Return of Demised Premises. At the expiration of the Term, Tenant shall surrender the portions of the Demised Premises to be maintained and repaired by Tenant under this Lease Page 21 whether based on breach of contract, breach of warranty, negligence or any other theory of liability. It is expressly understood and agreed that Landlord's liability, and the liability of any partner in Landlord, under the terms, covenants, conditions, warranties, and obligations of this Lease shall in no event exceed the loss of Landlord's interest in the Demised Premises and the rents and other income therefrom. 20.08 Maintenance Bond. If a maintenance bond is required to be maintained by any governmental authority for the maintenance of the Demised Premises, Tenant agrees, at its sole cost and expense, to obtain and maintain such bond, and to cause it to name Tenant and Landlord as the bonded parties. 20.09 Brokers in Connection with Lease. Tenant and Landlord each hereby represent and warrant to the other party that other than the Broker, if any, that party has had no dealings, negotiations or consultations with respect to the Demised Premises or this transaction with any broker or finder, and that no broker or finder called the Demised Premises to that party's attention for lease or took part in any dealings, negotiations or consultations with respect to the Demised Premises or this Lease. Each party agrees to indemnify, defend and save the other party harmless from and against all costs, fees (including, without limitation, reasonable attorney's fees and court costs), expenses, liabilities and claims incurred or suffered as a result of breach of its representation and warranty set forth above, which obligations shall survive the expiration and termination of this Lease. 20.10 No Partnership. Any intention to create a partnership or joint venture relationship between Landlord and Tenant is hereby expressly disclaimed; and no relationship other than that of Landlord and Tenant is intended between the parties hereto. 20.11 Documents and Instruments. In connection with a request by Tenant for Landlord to review, prepare, execute, deliver, consent to and/or approve a document or instrument, Tenant shall pay Landlord for Landlord's reasonable costs and expenses incurred therefore, except in connection with the review of Tenant's plans and specifications for the Tenant's Work, or in connection with the assignment of this Lease or a sublease of the Demised Premises to a Franchisee. . 20.12 Counterparts. This Lease may be executed in one or more counterparts, all of which shall be deemed to be an original. 20.13 Tenant's Signature. If Tenant consists of more than one (1) party, each such party's liability shall be joint and several. 20.14 Inability to Perform. If, by reason of acts of God, fire casualty, action of the governmental restrictions, strikes, lockouts, labor disturbances, shortages of materials or uppliesents, inability to procure, or general shortage of labor, equipment, facilities, materials or supplies, failure of transportation or of power, riots, insurrections, war or any other cause or event beyond Landlord's control (collectively, "Force Majeure Events"), a party is unable to furnish or is delayed in furnishing any utility or service required to be furnished by that party under the provisions of this Lease, or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions, construction or improvements required to be performed or made under this Lease, no such inability or delay shall impose any liability upon that party or its agents or provide the other with any right to offset, deduction or abatement of rent by reason of inconvenience or anoyance oathe other party or by reason of injury to or interruption of that party's business, or otherwise. In such event, the performance of such act shall be excused for the period of delay, and the period for the performance of any such act shall be extended for the period necessary to complete performance after the end of the period of such delay. Page 23 willful misconduct of Landlord or its agents; or (c) the construction, installation, maintenance, operation, alteration, use, removal or the failure to maintain or remove the Communications System. 20-17 Option to purchase. During the first three years of this Lease only and provided Tenant is not, and has not been, in default, Tenant shall have an option to purchase the property for $550,000.00. Such purchase shall be made from the owner, Phillip J. Bayer, who has authorized Landlord to sell the property under the terms herein set forth. Buyer may exercise the option by notice to Landlord confirming Tenant's intent to purchase. If such notice is given, Settlement shall be held at a time and place determined by Tenant but not later than three years from the Rent Commencement Date. At least ten days before Settlement, Tenant shall provide Landlord with a copy of Tenant's commitment for title insurance or any other report showing any objections to title which Tenant expects owner to remove or satisfy. If Tenant fails to give Landlord such report or documentation, Tenant shall be deemed to accept such title as owner is able to give to Tenant without regard to any objections that may have been shown on such title report had one been timely given; provided, however, that owner shall be responsible for removing any proper title objection arising after such notice and prior to Settlement. All expenses of Settlement, including but not limited to all transfer taxes, recording fees, etc., except for the cost of preparing the deed, shall be paid by Tenant. Upon payment at Settlement of the consideration set forth above and other amounts to be paid by Tenant, Landlord shall deliver the deed to Tenant or Tenant's nominee. IN WITNESS WHEREOF, this Lease is executed as of the day and year first above written. LANDLORD: Multi State Properties Inc. By: ...C J. Phillip J. Baye resid Page 25 _ ? ;' ? C1 ? ?. ?-?+ ? Zi ?:;? .,?, ? ..z? # ? ' E -- ? ? c? r r? ? ? ? -r R? ~ Ul ? ' r ? , ?- ? 7 ? #'1 t ,? C .1? 4 ?J ? £? B ? r? .?° ? ? 1 1 LAW OFFICES OF ROEDER & ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. No. 07-7587 Civil Term CIVIL ACTION MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC., Defendants PRAECIPE TO RE-INSTATE COMPLAINT To The Prothonotary: Please re-instate the attached copies of Complaint against MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC., originally filed on December 19, 2007. Respectfully submitted, C4=2'4'?" Douglas R. Roeder, Esquire Attorney for Plaintiffs fz, C-- -t DD ?r LAW OFFICE OF DOUGLAS R. ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. No. 07-7587 Civil Term CIVIL ACTION MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC., Defendants CERTIFICATE OF SERVICE OF COMPLAINT ON MULTI STATE PROPERTIES, INC. I, Douglas R. Roeder, Esquire, hereby certify that I served a true and correct copy of the complaint in the above captioned matter via certified mail, return receipt on Multi State Properties, Inc., P.O. Box 96, Merrick, New York 11566-0096 as evidenced by the attached receipt. UNITED STATI. k PO , ' k R -I- y i `'t` :i 29- 3A.14 21=8 PM 4t • Sender: Please print your name, address, and ( -7 Al, I-A rc r? bin j /02- I ri trr tit.tffiartrFltlitftrttfil?}!?tltrrfl irr 15 21 5 4 4 ? ?lrr Iii! • Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Mv?fl S ?+? ?2(?Gr?'l S , th loo rf,715, rv y 1I5 66 -fJ?yb A. Signature X'A%k -t 8. Received D. Is dNivery ad If YES, enter box • I)I,IrI,r/IIIrrllrllrrrrl O Agent j ? Address (Printed Name) C. Date of Dellwy ? Yes 0 No 3. rvpe Type rk ilk ' 2terwied Maii ? O Registered MI&Wm Receipt for Merchendlae ? insured mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) O Yes 2. ArtlclefiUK*W 7007 3020 0003 0437 9243 (Transll.r ftm servow Jew PS Form 3811, February tow Domesftc Retum Receipt 102595-024A-Isw Date- Q,_ Douglas R. Roeder, Esquire r? :13 tsa rn SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA VS. : No. 07-7587 Civil MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC. Defendants Civil Action - Law ENTRY OF APPEARANCE To: Prothonotary, Cumberland County Please enter my appearance on behalf of Defendants Multi State Properties, Inc. and Commercial Realty Group, Inc. February 11, 2008 Al ajar ID 064 Albert J. Hajjar, Esquire Hajjar Law Office 1300 Market Street - Suite A Lemoyne, PA 17043 SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs VS. MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC. Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : No. 07-7587 Civil Civil Action - Low CERTIFICATE OF SERVICE I, Albert J. Ha&, do hereby certify that I am this day serving the foregoing document upon the persons and in the manner indicated below: By first class mail addressed to: Douglas R. Roeder, Esquire Law Office of Roeder & Roeder 711 N. Second Street - Suite 2 Harrisburg, PA 17102 February 11, 2008 Al ajjar ? ? ? C. ,?;, r ,1??• r? co rv -w, " ?- = ?' -v f ,r SHERIFF'S RETURN - REGULAR CASE NO: 2007-07587 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND KWAK SANG KYU ET AL VS MULTI STATE PROPERTIES INC ET MICHAEL BARRICK , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly swo n according to law, says, the within COMPLAINT & NOTICE was ser ed upon COMMERCIAL REALTY GROUP INC the DEFENDANT , at 1620:00 HOURS, on the 29th day of January , 2008 at 1300 MARKET STREET LEMOYNE, PA 17043 by handi SAMI COX, SECRETARY/RECEPTION ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing Service Postage Surcharge d1 D 5) o r g,.., So Answers: 18.00 15.36 { ". v .58 10.00 R. Thomas Kline .00 43.94 01/30/2008 DOUGLAS ROEDER . Sworn and Subscibed to By before me this day of A.D. to Deputy Sheri SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs VS. MULTISTATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP. INC., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No.07-7587 Civil Civil Action - Law DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFFS' COMPLAINT Defendants Multi State Properties, Inc. and Commercial Realty Group, Inc. file these Preliminary Objections to Plaintiffs' Complaint on the grounds that (1) the Complaint is legally insufficient (demurrer) and (2) the Complaint has insufficient specificity. Multi State Properties, Inc. will sometimes be referred to herein as "MSP" and Commercial Realty Group, Inc. will sometimes be referred to herein as "CRG." THE COMPLAINT Is LEGALLY INSUFFICIENT (DEMURRER) 1. The Plaintiffs allege in Paragraph 4 of the Complaint that "Plaintiffs entered into an agreement of Lease with the Defendants" and they attach a copy of the Lease as Exhibit "A." The Lease, however, is clearly between Plaintiffs, as Tenant, and MSP as Landlord and the Lease was signed only by the Plaintiffs and MSP. (Exhibit "A," page 24). 2. CRG did not sign the Lease, is not referred to in the Lease in any context other than as Broker (see Exhibit "A," Section 1.016), page 1) and the Lease does not purport to impose any responsibility upon CRG. 3. There are no allegations in the Complaint alleging that CRG had any responsibility to Plaintiffs except through the Lease. 4. In addition, the claims against both Defendants are asserted by allegations that the Lease was breached by Defendants but the Plaintiffs fail to assert any allegations of their compliance with the obligations imposed upon them by the Lease. 5. The Plaintiffs allege that Defendants charged them for rent for which they were not obligated but they fail to allege that they made all rent payments for which they were obligated under the Lease. 6. The Plaintiffs allege that they made improvements to the property but they fail to allege that they complied with the construction procedures required by the Lease, such as those in Section 6.06 and Section 6.10 of the Lease. 7. The Plaintiffs not only failed to allege that they performed the specific requirements imposed upon them under the Lease but they even failed to make a blanket allegation that they performed all obligation imposed upon them under the Lease. WHEREFORE, in accordance with Paragraphs 1, 2 and 3, the Complaint is legally insufficient as to Defendant Commercial Realty Group, Inc. and, therefore, the Complaint should be dismissed and judgment should be entered in this proceeding for Commercial Realty Group, Inc. and against Plaintiffs. Further, in accordance with Paragraphs 4, 5, 6 and 7, the Complaint is legally insufficient as to both Defendants and, therefore, the Complaint should be dismissed as to both Defendants and judgment should be entered against Plaintiffs and in favor of Multi State Properties, Inc. and Commercial Realty Group, Inc. Tom COMPLAINT HAS INSUFFICIENT SPECIFICITY This Preliminary Objection applies only to a Defendant as to which the Complaint has not been dismissed under the preceding grounds. Page 2 8. For the reasons set forth above in the above argument that the Complaint is legally insufficient, the Plaintiffs should be required to file a more specific Complaint. 9. Further, as indicated previously, the Complaint is based primarily on the Lease attached as Exhibit "A." 10. In Section 20.03 of the Lease, the parties agreed that any amendment, change or addition to the Lease shall be made only in writing and signed by both parties. 11. In Paragraph 6 of the Lease, the Complaint refers to another agreement that, in effect, would be a change to the Lease but fails to state whether that agreement was in writing or not and, if in writing, fails to attach it and, if not in writing, fails to state when it was entered into and who was present when it was entered into and, without that information, Defendants cannot respond to the allegation. WHEREFORE, Plaintiffs should be required to prepare a more specific Complaint. f ll Al J. 4&r, Attorney for Defendants No. 9 Haajar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 Tel: 761-4115 Fax: 761-3446 Page 3 SANG K'YU KWAK and IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs VS. : No. 07-7587 Civil MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC. Defendants Civil Action - Law CERTIFICATE OF SERVICE I, Albert J. Ha}jar, do hereby certify that I am this day serving the foregoing document upon the person and in the manner indicated below: By first class mail addressed to: Douglas R. Roeder, Esquire Law Office of Roeder & Roeder 711 N. Second Street - Suite 2 Harrisburg, PA 17102 March 3, 2008 Al J. ?..., ?? ?_: c?' -?- ---? ?.. .?_ -? ?-? it .. S «.;?.? i {?_ r? ... . ? j ? ...+.- t ?? ..A IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant 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 of relief requested by the Plaintiffs. 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 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 NOTICIA USTED HA SIDO DEMANDADA EN CORTE. Si usted quiere defenderse de a stas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificaci6n. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notificaci6n y por cualquier queja o alivio que es pedido en la petici6n de demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODGADO INMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELFFONO A LA OFICINA CUY A DIRECCIbN SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 By: V, Zt'L-- _OV4, R. Roeder, Esquire Douglas Supreme Court ID #80016 Law Offices of Roeder & Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717)238-2933 LAW OFFICES OF ROEDER & ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant AMENDED COMPLAINT AND NOW COMES, SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs by and through their Attorney, Douglas R. Roeder, Esquire, and set forth as follows in support of this Amended Complaint: The Plaintiffs are Sang Kyu Kwak, a sui juris adult, with an address of 2163 North 4t` Street, Harrisburg, PA 17110 and Jeanyoung S. Sol, a sui juris adult, with an address of 5330 Rivendale Blvd., Mechanicsburg, PA 17050. 2. The Defendant is Multi State Properties, Inc., a New York corporation, with an address of P.O. Box 96, Merrick, NY 11566-0096. Multi State Properties, Inc. is not registered to do business in Pennsylvania according to the Pennsylvania Corporation Bureau. 3. The Plaintiffs entered into an agreement of Lease with the Defendant whereby the Plaintiffs ("Tenants") leased a commercial property from the Defendant ("Landlord"). Said leased property is located at 3601 Market Street, Camp Hill, Pennsylvania. A copy of the lease between the Plaintiffs and the Defendant is attached hereto as Exhibit "A." 4. The lease was dated November 10, 2006 and under the terms of the lease the rent commencement date was to begin 90 days after the tenants took possession. 5. Defendant retained a security deposit of $7,000.00 from the Plaintiffs. 6. The Plaintiffs and the Defendant had a dispute over the payment of real estate taxes on the leased property and the Defendant insisted that the Plaintiffs were to pay all of the real estate taxes. 7. Plaintiffs paid real estate taxes in the amount of $1,701.00 during the period of time they were in the leased property. 8. Nothing in the lease required the Plaintiffs to pay any of the real estate taxes on the leased property. COUNT I - BREACH OF CONTRACT 9. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 10. Plaintiffs only paid the real estate taxes on the property because Defendant incorrectly informed them that they were required by the lease to pay the real estate taxes. 11. Defendant breached the lease by requiring the Plaintiffs to pay real estate taxes that were not the Plaintiff's responsibility under the lease. 12. Section 6.02 of the lease required the Defendant to pay for one-half (1/2) of the cost of the paving of the parking lot. 13. Upon having the paving of the parking lot completed and paying the contractor $9,400.00 for the paving, Plaintiffs informed the Defendant that it owed the Plaintiffs for its half of the cost of the paving. 14. The Defendant never responded to Plaintiffs request for payment of one-half of the cost of paving the parking lot. 15. Defendant breached the lease by failing to reimburse the Plaintiff's for its share of the paving of the parking lot in the amount of $4700.00. 16. Any rent the Plaintiff s failed to pay was more than offset by the monies Defendant owed to the Plaintiffs for Defendants share of the cost of paving the parking lot, the real estate taxes paid by the Plaintiffs and the security deposit held by the Defendant. 17. Plaintiffs complied with all terms of the lease, with the exception of non- payment of rent after April of 2007. However, that non-payment of rent was offset by the monies the Defendant owed to the Plaintiff for the paving of the parking lot, the real estate taxes and the security deposit. Furthermore, any non-payment of rent by the Plaintiff's was in response to Defendant first breaching the lease. 18. On July 26, 2007 the Defendant locked the Plaintiffs out of the leased property and refused to discuss lease or let the Plaintiffs return to the leased property to collect their belongings since July 26, 2007. 19. The Defendant breached the Agreement of Lease between themselves and the Plaintiffs by locking the Plaintiffs out of the property located at 3601 Market Street, Camp Hill, Pennsylvania on July 26, 2007. 20. Said breach has caused the Plaintiffs not to be able to open the restaurant they planned to open for business in or about September of 2007. 21. The aforementioned breach of contract has caused the Plaintiffs to incur substantial costs including, but not limited to loss of business of the restaurant that would have been opened, loss of clients, loss of profits, loss of reputation, loss of good will and loss of inventory and improvements (as are more fully referenced in paragraph 24 below) that were made to the real estate by the Plaintiffs. 22. The Plaintiffs complied with the terms of the lease in making numerous improvements to the leased real estate. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendant in an amount greater than this Court's compulsory arbitration limit, and grant such further legal and equitable relief as the Court deems just and proper under the circumstances. COUNT II - UNJUST ENRICHMENT 23. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 24. The Plaintiffs made significant improvements to the real estate located at 3601 Market Street, Camp Hill, Pennsylvania, including but not limited to: a. installation of exhaust fans and electrical wiring at the cost of $12,000.00; b. installation of power for fan line connecting with fire suppression system including hood lights at the cost of $2,400.00; c. installation of kitchen fire suppression system with one K-type wet chemical fire extinguisher and three ARC portable fire extinguishers at a cost of $3,500.00; d. repair of walk in cooler, walk-in freezer - new door and parts installed at a cost of $6,500.00; e. installation of new counter, wall and glass at a cost of $6,000.00; f. plumbing work including water line repair, bathroom door replaced and the installation of bathroom floor, sink and drain at a cost of $3,500.00; g. electrical work including the installation of emergency lights, exit signs, relocating and installing new light switches and adding lights at a cost of $4,000.00; h. installing appliances including kitchen hood exhaust fan, gas hose and gas piping at a cost of $6,500.00; i. painting of the interior of the building at a cost of $6,500.00 and j. paving of parking lot at the cost of $9,400.00; k. a custom made sign for the restaurant was created an hung at the cost of $3,500.00; 1. Attached bench chairs were reupholstered at a cost of $2,086.61; m. Architect blue prints were prepared at a cost of $1,900.00. 25. All the while being aware of the significant improvements made by the Plaintiffs, Defendant locked the Plaintiffs out of the leased property and was unjustly enriched by the improvements made by the Plaintiffs, which greatly increased the value of the property located at 3601 Market Street, Camp Hill, Pennsylvania. 26. It is believed and therefore averred that the Defendant refused to communicate with the Plaintiffs regarding their differences in monies owed to each other because the Defendant were greatly and unjustly enriched by the improvements made to the real estate which Defendant locked the Plaintiffs out from. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendant in the amount of $67,786.61 for improvements that Plaintiffs' made to the real estate leased by Plaintiffs which unjustly enriched the Defendant in this matter and equitable relief as the Court deems just and proper under the circumstances. COUNT III - CONVERSION 27. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 28. Plaintiffs purchased numerous tables, chairs, stoves, stainless steel food preparation table, dishes, pots, pans, cookware, utensils and a large removable cooler for the restaurant that they intended to open which the Defendant kept and retained said items in violation of the lease after Defendant locked Plaintiffs out of the leased property. 29. Defendant kept Plaintiffs' security deposit of $7,000.00. 30. Plaintiffs made numerous improvements to the real estate located at 3601 Market Street, Camp Hill, Pennsylvania (said improvements are fully set forth in paragraph 15 above) fully expecting to be able to enjoy the benefit of those improvements until at least 2012. However, the Defendant locked the Plaintiffs out of the leased property on July 26, 2007 causing them to lose all of the benefit of those improvements and thereby unjustly converting them to the Plaintiffs control. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendant in an amount greater than this Court's compulsory arbitration limit, and grant such further legal and equitable relief as the Court deems just and proper under the circumstances. COUNT IV - QUANTUM MERUIT 31. The above referenced paragraphs are incorporated herein by reference, as if set forth in full. 32. The Defendant locked Plaintiffs out of the leased property and caused the Plaintiffs to unfairly loose all of the benefit of the improvements that Plaintiffs made to the leased property as fully set forth above in paragraph 15 of this Complaint. 33. The Defendant retained a number of items of the Defendant personal property as set forth in paragraph 28 herein in violation of the lease between the Plaintiffs and the Defendant. 34. The Defendant caused the Plaintiffs to pay real estate taxes in the amount of $1,701.00 by telling Plaintiffs it was their responsibility under the lease. However, it was not the responsibility of the Plaintiffs to pay the real estate taxes under the terms of the lease. 35. The Plaintiffs deserve to recover all monies paid for improvements made to the real estate, all monies paid for items of personal property of the Plaintiffs' unjustly retained by the Defendant, and all monies for real estate taxes paid by the Plaintiffs for the leased real estate under a theory of Quantum Meruit. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an award in favor of the Plaintiffs and against the Defendant in an amount greater than this Court's compulsory arbitration limit, and grant such further legal and equitable relief as the Court deems just and proper under the circumstances. Respectfully submitted, ate: ?-20 --08, 0-0t? ?. &?= Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Roeder & Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unsworn falsification to authorities. Dated: SA YU KWAK VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unsworn falsification to authorities. Dated: ?? LJ JE OUN S. SOL , AGREEMENT OF LEASE THIS AGREEMENT OF LEASE is made and entered into as of the Lease Date by and between Landlord and Tenant. SECTION 1 Basic Lease Provisions 1.01 The following basic lease provisions are an integral part of this Lease and as referred to in other Sections of this Lease. (a) Lease Date: /0 2006 , (b) Landlord: Multi State Properties Inc. (c) Tenant: Jeanyong S. Sol 5350 Riverdale Blvd. Mechanicsburg, PA 17050 Telephone: 717-421-1315 Sang Kyu Kwak 1504 Louisa Lane Mechanicsburg, PA 17050 Telephone: 717-645-4884 (d) Demised Premises: Property at: 3601 Market Street Camp Hill, Pennsylvania Includes building and parking lot and is more particularly described in Exhibit "A." (e) Term: Five Years from the Rent Commencement Date. (f) Monthly Rental: $3,500.00 for the first three years of the Term. Thereafter, monthly rental will increase by three percent annually during the remainder of the Term and throughout any extension of the Term. (g) Security Deposit: (h) Trade Name: (i) Guarantor: (i) Broker: $7,000.00 Golden Gate 2 None Commercial Realty Group, Inc. P.O. Box 338 Camp Hill, PA 17001-0338 0) Authorized Use: Tenant shall use the Demised Premises solely for an Oriental Restaurant. Tenant may have customer seating within the Demised Premises. EXHiBIIT 5 SECTION 2 Defined Terms "Calendar Year" shall mean each calendar year wholly or partially within the Term. "Effective Rate" shall mean the rate per annum which is the lesser of: (a) three hundred (300) basis points in excess of the Prime Rate of Interest announced from time to time by Citibank, N.A. or (b) the maximum rate permitted by law. "Environmental Statutes" shall mean all Laws concerning the protection of public safety or the environment, whether local state or federal. "Governmental Authorities shall mean all federal, state, and municipal governmental entities and all departments, commissions, boards and officers thereof. "Hazardous Substances," Solid Waste," "Hazardous Waste" and "Hazardous Materials" will have the meanings defined in any Environmental Statute," and shall in this Lease collectively be called "Hazardous Substances" and which shall include, without limitation, any toxic waste, chemical pollutant, solid waste, combination of solid waste, or similar environmental hazard, which, because of its quantity, concentration, or physical, chemical or infectious characteristics may cause or significantly contribute to (i) an increase in mortality, (ii) an irreversible or incapacitating illness, or (iii) a substantial, present, or potential hazard to human health or the environment, when improperly treated, stored, transported or disposed, or otherwise managed, whether at such time of occurrence, it shall be deemed a violation of any Law. "Landlord's Address for Notices" shall mean the following address, or such other address as Landlord shall designate from time to time by notice to Tenant: Multi State Properties Inc. P.O. Box 96 Merrick, NY 11566-0096 "Laws" shall mean all federal, state, and municipal statutes, ordinances, regulations, orders, directives and other requirements of law or common law and of all departments, commissions, boards and officers of Governmental Authorities (as amended from time to time). "Lease" shall mean this Agreement of Lease. "Lease Commencement Date" shall mean the date possession of the Demised Premises is transferred to Tenant. "Mortgage" shall mean any mortgage, deed of trust, security deed or similar security instrument encumbering the Demised Premises. "Rent" shall mean all Monthly Rental, additional rent and other sums payable by Tenant under this Lease. "Rent Commencement Date" shall mean Ninety Days from the Lease Commencement Date. Page 2 "Taxes" shall mean: All levies, taxes (including payments required to be made in lieu of taxes), assessments, charges, liens, licenses and permit fees, and charges for public utilities, imposed, assessed or charged on or with respect to Landlord or the Demised Premises by any Governmental Authority or under any Law or Recorded Agreement; and All other charges, imposts or burdens of whatsoever kind and nature, whether or not particularized by name and whether general or special, ordinary or extraordinary, foreseen or unforeseen, which at any time during the Term may be created, levied, assessed, imposed or charged upon or with respect to the Demised Premises, or any improvements made thereto, or on any part of the foregoing or any appurtenances thereto, or directly upon this Lease or the Rent, or amounts payable by any subtenant or other occupants of the Demised Premises, or upon or with respect to the leasing, operation, use or occupancy of the Demised Premises, or upon this transaction or any documents to which Tenant is a party or successor in interest, or against Landlord because of Landlord's estate or interest herein, by any Governmental Authority, or under any Law, including, among others, all special tax bills and general, special or other assessments and liens or charges made on local or general improvements or under any governmental or public power or authority whatsoever, and transit taxes, taxes based upon the receipt of Rent including gross receipts or sales taxes applicable to the receipt of Rent, and personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, furniture and other personal property used in connection with the Demised Premises. The term "Taxes" shall not include any net income or excess profits taxes assessed against Landlord, or any corporation capital stock and franchise taxes imposed upon Landlord; provided, however, that, if at any time prior to the expiration of the Term, any net income tax, assessment, levy or charge shall be imposed upon Landlord or the Demised Premises in lieu of, in place of, or in addition to any other tax or other charge included in the definition of Taxes set forth above, and shall be measured by or based upon net income or profits derived from real estate (as distinguished from net income or profits generally), then such new tax, assessment, levy or charge shall be included in "Taxes" to the extent that such new tax, assessment, levy or charge would be payable if the Demised Premises were the only property of Landlord subject thereto and the income and profits received by Landlord were the only income and profits of Landlord. In addition, Taxes shall exclude transfer, gift, estate, succession, or inheritance taxes of Landlord. Tenant's share of any general or special assessment or betterments shall include only those installments which become due and payable during the Term hereof. "Tenant's Work" shall mean the work to be completed by Tenant as described in Sections 6.02 and 6.03. "Utilities" shall mean heat, sewer, water, electricity, telephone and any other utilities provided to, or used or consumed in or on the Demised Premises. SECTION 3 Grant; Term 3.01 Grant. Landlord hereby leases the Demised Premises to Tenant; and Tenant hereby rents the Demised Premises from Landlord. 3.02 Term. The first lease year of the Term shall commence on the Lease Commencement Date and shall continue for a year from the Rent Commencement Date; provided, however, that if the last Page 3 day of the first lease year would not be the last day of the calendar month, then the first lease year will be extended to the last day of that calendar month. The Term will continue for four more years (48 months) and end on the final day thereof without the requirement of notice from either party to the other. 3.03 Term Extension Options. Provided that Tenant is not in default hereunder beyond any applicable notice and cure period at the time of exercise, Tenant shall have and is hereby granted two separate options to extend the Term upon the terms, covenants, conditions and provisions set forth herein for two periods of five years each (each a "Renewal Term"); provided that at the time an option to renew is exercised, the Term shall be in effect. Such options shall be exercisable by Tenant giving written notice to Landlord of its intention to exercise the same at least 270 days prior to the expiration of the then current Term. Upon receipt by Landlord of such notice, provided that Tenant shall then have the right to exercise such option, the Term shall be extended in accordance with the provisions hereof, without the necessity of any further act or documentation by Landlord or Tenant. In no event shall Tenant have any right or option to extend or renew the Tenn beyond ten years from the expiration date of the original Term set forth herein. In the event Tenant fails to exercise any such option within the time and in the manner aforesaid (regardless of whether such failure shall be a result of Tenant's not having the right to exercise such option), then this right and option shall terminate and be null and void without the necessity of any further act or documentation by Landlord or Tenant, and the Term shall terminate in accordance with the provisions set forth elsewhere herein. 3.04 Memorandum of Lease. If requested by Landlord, Tenant agrees to execute a Memorandum of Lease. Landlord shall prepare and may record the Memorandum, whereupon Landlord shall pay all costs, fees, taxes and other expenses of executing, delivering and recording the Memorandum. Tenant agrees not to record this Lease. SECTION 4 Rent 4.01 Monthly Rental. Tenant shall pay the Monthly Rental to Landlord during the Term. Tenant shall pay to Landlord a pro rata part of the Monthly Rental for the partial calendar month, if any, immediately following the Rent Commencement Date. The payment for the fractional month, if any, and for the first full month of the Term, shall be due and payable on the Rent Commencement Date, and the subsequent installments of Monthly Rental shall be due and payable on the first day of each month thereafter, commencing with the first day of the second full calendar month after the Rent Commencement Date. 4.01 Payment of Rentals. All Rent shall be paid by Tenant to Landlord by deposit into a specified bank account in Commerce Bank, without any right of notice, demand, deduction or set-off, except to the extent expressly set forth in this Lease. Landlord will supply Tenant with deposit slips for this account. 4.02 Late Payments. If Tenant shall fail timely to pay to Landlord any installment of Rent on the date on which such sum is due (regardless of the provisions of Section 15.01(a), below), Tenant shall pay to Landlord either or both (at Landlord's option) of the following: (a) interest on such late payment Page 4 from the due date thereof to the date of receipt of payment by Landlord at a rate per annum equal to the Effective Rate; and (b) a late charge of Five Cents ($.05) for each dollar so overdue. SECTION 5 Use of Demised Premises; Occupancy 5.01 Use of the Demised Premises. Subject to the provisions of Section 11, the Demised Premises shall be used for the Authorized Use and for no other purpose. In addition, Tenant agrees that the Demised Premises shall not be used: (a) for any use which is in conflict with the restrictive covenant set forth in Exhibit "B;" (b) for any public or private auction, "fire," "bankruptcy," "going out-of- business," "lost our lease" or liquidation sale, or any sale which would indicate to the public that Tenant is bankrupt, is going out-of-business or has lost its lease; (c) in violation of any Laws; or (d) in a manner whereby more than twenty percent (20%) of the Demised Premises is used for purposes other than conducting retail sales (such as for offices or for storage). 5.02 Hazardous Substances. a. Compliance with Law. All operations and activity at the Demised Premises shall be conducted by Tenant in compliance with all Environmental Statutes. Tenant shall maintain all permits or approvals and shall timely submit all reports and other documents required by Environmental Statutes in connection with the activities of Tenant at the Demised Premises. . b. Information Transfer. Tenant shall provide to Landlord as to Tenant's activities at the Demised Premises: (i) all applications and other documents submitted to any governmental agency relating to Environmental Statutes; (ii) all permits, licenses and approvals obtained by Tenant under Environmental Statutes; and (iii) any correspondence, notice of violation, or other document received by Tenant relating to Environmental Statutes. c. Handling of Hazardous Substances. Tenant shall not cause or allow the use, generation, handling or storage of Hazardous Substances in, on or under the Demised Premises. Should any release of Hazardous Substances occur at the Demised Premises caused by Tenant or its agents, contractors, invitees, permittees or employees, the Tenant shall immediately take all measures necessary to contain, remove and dispose off the Demised Premises all materials released or contaminated by the release, and remedy and mitigate all threats to public health or the environment relating to such release. When conducting any such measures and when using and handling Hazardous Substances, the Tenant shall comply with Environmental Statutes. d. Without limiting the foregoing, Tenant agrees that it will (i) give written notice to Landlord at least seven days in advance of any production, generation, handling, storage, treatment, transportation, disposal, release or removal of Hazardous Substances from or on the Demised Premises by Tenant or its agents, contractors or employees; (ii) not use or employ the Demised Premises to handle, transport, store, treat or disposed of any Hazardous Substances, whether or not it was generated or produced on the Demised Premises; (iii) defend, indemnify and hold Landlord harmless from and against any and all claim, damage, liability, expense or cost of any kind whatsoever, including, but not limited to, reasonable attorneys' fees and costs at all tribunal levels, which Landlord may suffer, incur or pay resulting from or arising out of any act or omission of Tenant, or Tenant's by Tenant or its agents, contractors or employees, effecting the handling, storage, treatment, transportation, disposal, release or threat of release, or removal of Hazardous Waste from or on the Demised Premises; and (iv) defend, indemnify and hold Landlord harmless from and against any and all claim, damage, liability, expense or cost of any kind whatsoever, including, but not limited to, reasonable attorneys' fees and costs at all tribunal levels, which Landlord may suffer, incur or pay resulting from or arising out of any act or omission of Tenant's invitees Page 5 and permittees effecting the handling, storage, treatment, transportation, disposal, release or threat of release, or removal of Hazardous Waste from or on the Demised Premises. e. Tanks. Tenant shall obtain prior written approval of the Landlord for the installation of any storage tank, whether above or underground, at the Demised Premises, and will comply with all applicable laws and regulations concerning its installation, operation and closure. Upon termination of this Lease, Landlord shall have the option of requiring that Tenant, at Tenant's sole cost and expense, perform tests-relating to and/or remove any tank installed by Tenant and associated contaminated material. f. General Compliance. The provisions of this Section 5.02 shall not be construed as limiting in any respect the covenants and obligations of Tenant under Section 6.07 hereof. The provisions of this Section 5.02 to the contrary notwithstanding, Tenant may employ the normal and reasonable amounts of cleaning and pest control supplies reasonably necessary for maintenance of the Demised Premises, and other materials reasonably required in connection with conducting Tenant's Authorized Use, so long as such materials are properly, safely and lawfully stored and used by Tenant and in compliance with Environmental Statutes. g. Landlord's Entry for Inspection. Tenant agrees to permit Landlord and its authorized representatives to enter, inspect and assess the Demised Premises, at reasonable times, following reasonable prior notice to Tenant, for the purpose of determining Tenant's compliance with the provisions of this Section 5.02. Such inspections and assessments may include obtaining samples and performing tests of soil, surface water, groundwater or other media. h. Hazardous Environmental Representations by Landlord. Landlord hereby represents, warrants and covenants that to the best of Landlord's knowledge: (A) no Hazardous Waste are presently located within the Demised Premises in violation of any Environmental Statute, and (B) Landlord has not received any warning, notice, or administrative or judicial complaint alleging that conditions on the Demised Premises are in violation of any Environmental Statute. Landlord shall indemnify, defend (by counsel reasonably acceptable to Tenant), and hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation; reasonable attorneys' fees, and consultant and expert fees) arising during or after the Term and arising as a result of: (i) the breach by Landlord of the representation made in the preceding sentence; (ii) the leakage, spillage, discharge, or release of any Hazardous Waste as a result of Landlord's or its agents', employees', licensees', contractors' or invitees' acts or omissions; (iii) Landlord's violations of any Environmental Statutes or Landlord's failure to provide adequate disclosures or warnings required by any Environmental Statutes; or (iv) any Hazardous Waste existing on the Demised Premises prior to the date of possession by Tenant of the Demised Premises, including as examples only, any costs or expenses incurred for the removal of, or otherwise arising from, any existing Hazardous Waste in connection with the Tenant's Work. Landlord's indemnification obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Waste management plan, investigation, repairs, clean up or detoxification or decontamination of the Demised Premises, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or earlier termination of the Term. 5.03 Continuous Occupancy. Tenant shall occupy the Demised Premises promptly upon the Delivery Date; and shall open for business no later than the date hereinafter set forth; and thereafter throughout the Term. In the event Tenant fails to occupy the Demised Premises for ninety or more consecutive days at any time during the Term (excepting periods of closure due to casualty, condemnation, remodeling, or any other damage to the Demised Premises which prevents Tenant from operating, or other events of force majeure), Landlord may, but shall have no obligation to, exercise its right to recapture the Page 6 Demised Premises and terminate the Lease ("Recapture Right"). Landlord may, but shall have no obligation to, exercise its Recapture Right by delivering a written notice to Tenant after such ninety or more consecutive day period stating Landlord's intent to recapture the Demised Premises and terminate Tenant's Lease which recapture and termination of Tenant's Lease shall occur thirty days after Landlord exercises its Recapture Right. In the event Tenant recommences.operating at the Demised Premises during such thirty day period, Landlord's Recapture Right shall be null and void; provided, however, in the event Tenant ceases to operate for greater than ten consecutive days after Tenant's recommencement of operations at the Demised Premises at any time during the succeeding one hundred and twenty days (excepting periods of closure due to casualty, condemnation, remodeling, or any other damage to the Demised Premises which prevents Tenant from operating, or other events of force majeure), upon written notice from Landlord, Landlord may, but shall have no obligation to, recapture the Demised Premises immediately and this Lease shall terminate and be null and void and of no further force and effect. 5.04 Additional Agreements. Throughout the Term, Tenant agrees: a. Not to use or operate any machinery or equipment that is harmful to the Demised Premises. b. Not to do or permit, or suffer to be done or permitted, any act or thing, or permit any noise, odor, sound, vibration or disturbance that would constitute a nuisance and/or adversely affect the use of adjacent or nearby property by the owners or users thereof. SECTION 6 Landlord's Work and Tenant's Work; Repairs and Alterations 6.01 Landlord's Work. It is specifically understood and agreed that Tenant is taking the Demised Premises "AS IS," without warranty or representation by Landlord as to the condition of the Demised Premises or any part thereof, except as may specifically beset forth in this Lease. Landlord is not required to perform any work whatsoever nor is Landlord required to obtain any permits, licenses or approvals with respect to any work desired to be done by Tenant. Landlord, however, will cooperate with Tenant, at Tenant's sole cost and expense, in connection with any licenses, permits or approvals desired and/or required by Tenant. 6.02 Exceptions. Notwithstanding the previous paragraph, Landlord warrants and represents that the roof and HVAC system are in good working order. The parties, however, recognize that the building has been unoccupied for an extended period of time. Upon execution of this Lease, Landlord will cause an inspection to be made of the roof and HVAC system and shall make whatever repairs are necessary, if any, to put the roof and HVAC system in good working order. Further, Landlord and Tenant have agreed to share equally the cost of paving and striping the parking lot. Upon execution of this Lease, Landlord will get quotes and the parties will choose a company to do the work. As the job is billed, each party shall pay that party's share of each bill. 6.03 Tenant's Work. All work which is necessary to complete the Demised Premises in accordance with Tenant's Final Plans (as hereafter defined) and which is necessary for the Demised Premises to be ready to open for business, in the manner set forth in the Lease, shall be done by Tenant at Tenant's own cost and expense. All such work as well as any remodeling pursuant to Section 6.05 of the Lease is herein collectively referred to as "Tenant's Work." 6.04 Construction Procedures. The Demised Premises shall be designed and installed in accordance with all requirements of Landlord's fire underwriter and the requirements of any governmental authority having jurisdiction thereover. The design, character and materials of the storefront and all Page 7 aspects of the design and construction of the structural portions of the Demised Premises shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. 6.05 Construction Schedule. Tenant shall initially construct the Demised Premises in accordance with the plans and specifications referred to below, such work to be completed by the Rent Commencement Date. Not later than thirty days after the date of this Lease, Tenant shall deliver to Landlord detailed plans and specifications (which shall include complete storefront and interior work design plans, a sign plan, a reflective ceiling plan, a fixture and merchandising layout plan, cooling and heating load calculations, electrical panelboard schedules and loads and such other details as may be required by Landlord) prepared by Tenant's licensed architect. Landlord shall review such plans and specifications and advise Tenant of any changes required by Landlord within fifteen days of receipt; Tenant shall promptly revise such plans and specifications to incorporate Landlord's required changes and deliver revised plans to Landlord within fifteen days after being advised of Landlord's changes. Landlord may require further changes in such plans and Tenant shall similarly revise and resubmit the same to Landlord within an additional period of fifteen days, and this procedure shall continue until all of Tenant's plans and specifications have been approved by Landlord. Tenant shall promptly commence Tenant's Work after Landlord has approved Tenant's plans and specifications and Tenant has obtained Tenant's Permits (as hereinafter defined). All of Tenant's Work shall be completed at Tenant's sole cost and expense. All such work shall be promptly commenced and thereafter continued with due diligence to the end that it shall be fully completed and the Demised Premises opened for business in accordance with the provisions of the Lease. Tenant shall perform no work in the Demised Premises until such plans and specifications have been approved by Landlord. 6.06 Construction Procedures and Requirements. In performing Tenant's Work, Tenant shall (or cause its contractor to) comply with the following requirements: In addition to, and not in lieu of the other policies of insurance required by this Lease, at all times between the start and completion of Tenant's Work (such period is herein referred to as "Tenant's Construction Period"), Tenant, at its own cost and expense, shall cause its contractor to maintain in effect with a responsible insurance company, a policy of all risk builder's risk insurance in the standard form for Pennsylvania. Said insurance shall cover the full replacement value of all work done and fixtures and equipment installed or to be installed at the Demised Premises without coinsurance and with a deductible clause not to exceed $5,000.00. In addition to, and not in lieu of the other policies of insurance required by this Lease, at all times between the start and completion of Tenant's Construction Period, Tenant, at its own cost and expense, shall cause its contractor to maintain in effect with a responsible insurance company a policy of comprehensive liability insurance or (at Landlord's option) commercial general liability insurance (on an occurrence basis). Said insurance shall protect against claims for personal injury (including death) and property damage, with limits not less than Three Million Dollars ($3,000,000.00) in respect of personal injury (including bodily injury and death) and Two Million Dollars ($2,000,000.00) for property damage. At all times during Tenant's Construction Period, Tenant's contractors and subcontractors shall maintain in effect worker's compensation insurance as required by the laws of Pennsylvania. Repair and/or reconstruction of all or any portion of Tenant's Work damaged or destroyed by any casualty occurring during Tenant's Construction Period shall be commenced by Tenant as soon as possible after such casualty and Tenant shall promptly pursue such repair and/or reconstruction to completion. Page 8 Any approval or consent by Landlord of any or all of Tenant's criteria, systems, plans, specifications or drawings shall neither constitute an assumption of responsibility by Landlord for any aspect of such criteria, systems, plans, specifications or drawings including, but not limited to, their accuracy or efficiency nor obligate Landlord in any manner with respect to Tenant's Work and Tenant shall be solely responsible for any deficiency in design or construction of all portions of Tenant's Work. Subject to the terms of this Lease, Tenant shall obtain and pay for all necessary permits and shall pay all other fees required by public authorities or utility companies with respect to Tenant's Work. Tenant shall maintain the Demised Premises in a clean and orderly condition during construction. At any time and from time to time during the performance of Tenant's Work, Landlord, Landlord's agent, Landlord's architect and/or Landlord's general contractor may enter upon the Demised Premises after reasonable prior notice to Tenant and inspect the work being performed by Tenant and after ten days notice to Tenant (except in the case of emergency) take such steps as are required by Tenant's approved plans or by law to assure the proper performance by Tenant of Tenant's Work in accordance with the approved plans and/or to protect the building and/or the remainder of the Demised Premises. In addition, Tenant's Work shall be performed in a thoroughly first-class and workmanlike manner, shall incorporate only new or like new materials as approved by Landlord on Tenant's plans and specifications as approved by Landlord, and new materials or like-new materials at any other time during the Term and shall be in good and usable condition at the date of completion. 6.07 Construction Information. Within ten days after initially opening the Demised Premises for business with the public, Tenant shall supply to Landlord the following: Properly issued permanent occupancy certificates and any other certificates evidencing acceptance or approval of the Demised Premises by appropriate governmental authorities. A set of as-built plans and specifications for Tenant's Work prepared and sealed by Tenant's architect, together with names and addresses of Tenant's electrical, plumbing; and other contractors. 6.08 Repairs. Except for the Landlord's Repairs (as hereinafter defined), Tenant shall, throughout the Term and at its sole cost and expense, take good care of the Demised Premises and keep them in good order, condition and repair and in compliance with all Laws, and promptly make all repairs necessary to maintain such good order, condition, repair and compliance. The term "repairs" shall include replacements, renewals and additions. All repairs made by Tenant shall be equal to or exceed in quality and usefulness the original building and such other original improvements as may from time to time be located upon the Demised Premises. Tenant shall keep and maintain the Demised Premises in a clean and orderly condition, and free of accumulations of dirt, rubbish, snow, ice and water; and shall promptly remove from the Demised Premises all trash which may accumulate in connection with any activity by Tenant. Without limiting the foregoing, it is Tenant's responsibility to keep and maintain in good order and repair during the Term the roof, the exterior and structural portions of the buildings and other improvements, including the roof, exterior walls, gutters and downspouts, the sprinkler mains, utility pipes, lines, meters, conduits and facilities, whether or not permanently installed in the structure, ceiling, walls or floor of the Building. 6.09 Alteration and Remodeling. Tenant shall not, without first obtaining Landlord's prior written consent, make any alterations, improvements or additions to the Demised Premises; except that Page 9 Tenant may, without the prior consent of Landlord, make alterations and improvements to the interior of the Demised Premises having a cost not to exceed $5,000 during any Calendar Year; provided, however, that any alteration, improvement or addition made by Tenant, including both those that do and do not require Landlord's prior written consent, shall not affect or impair the structure of the building nor reduce its value and Tenant shall give to Landlord at least thirty days prior written notice of any such alteration, improvement or addition having a cost exceeding $5,000. Except as otherwise provided in this Section 6.09, all alterations, improvements, additions, repairs and other property attached to or used in connection with the Demised Premises or any part thereof made or installed by Tenant shall immediately upon completion or installation thereof be and become part of the Demised Premises and the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord upon the expiration or earlier termination of the Term; provided, however, that Tenant agrees that all removable trade fixtures, equipment and personal property installed by Tenant in the Demised Premises shall be removed by Tenant at the termination of the Term. Tenant agrees that it will at its own cost and expense forthwith repair any and all damage done by the removal of any fixtures, trade fixtures and personal property. Tenant, at any time during the Term, shall have the right to remove from the Demised Premises any trade fixtures and personal property of Tenant. 6.10 Mechanic's Liens. Tenant hereby completely and fully indemnifies Landlord, and agrees to defend and hold Landlord harmless from and against, any mechanic's lien or other lien or claim in connection with any alterations or changes or the performance of any construction or work performed or authorized by Tenant which may give rise to a mechanic's lien. If any mechanic's, laborer's, or materialman's lien shall at any time be filed against the Demised Premises or any part thereof by reason of work performed by or at the direction of the Tenant, the Tenant, within thirty days after notice of the filing thereof, shall cause it to be discharged of record. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then in addition to any other right or remedy, the Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event, Landlord shall be entitled, if it so elects to compel the prosecution of any action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses incurred by it in connection therewith, together with interest thereon at the Effective Rate, from the respective dates of the making of the payments and incurring of the costs and expenses, shall be immediately due and payable by the Tenant to Landlord. Nothing in this Lease contained shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific alteration, addition, improvement or repair to the Demised Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Demised Premises or any part thereof. Further, Tenant shall do no work at the Demised Premises without requiring Tenant's contractor or contractors to execute and file a stipulation against liens and evidence of same shall be furnished to Landlord promptly upon filing. Page 10 6.11 Compliance. Tenant shall, on and after the Delivery Date and throughout the Term, at Tenant's sole cost and expense, promptly comply with all Laws and the recommendations or requirements of all insurance companies, relating to the Demised Premises or the use thereof. Without limiting the generality of the foregoing, Tenant shall keep in force all licenses, consents and permits necessary for the lawful use of the Demised Premises and Tenant shall pay all personal property taxes, income taxes, license fees, and other taxes which are or may be assessed, levied or imposed upon Tenant in connection with Tenant's operation of its business upon the Demised Premises. Tenant shall indemnify Landlord and save it harmless from suits, actions, damages, liability and expense, including reasonable attorneys' fees in connection with a breach of its obligations to comply with Laws under this Lease. SECTION 7 Taxes 7.01 Personal Property Taxes and Sales Taxes on Rent. Commencing on the Delivery Date, Tenant shall pay all personal property taxes levied by any Governmental Authority with respect to Tenant's property located on the Demised Premises. Tenant shall pay all sales taxes levied by any Governmental Authority with respect to the Demised Premises and/or Rent payable under this Lease together with Rent, and hold the Landlord harmless with respect thereto. SECTION 8 Indemnity and Insurance 8.01 Indemnity and Release. Indemnification by Tenant. Tenant agrees to indemnify, defend and save harmless Landlord from and against any and all claims by or on behalf of any party arising from the occupancy, conduct, operation or management of the Demised Premises or from any work or thing whatsoever done on or about the Demised Premises, or arising from any breach or default on the part of Tenant pursuant to the terms of this Lease, or under the provisions of any Law, or arising from any act, neglect or negligence of Tenant, or any of its agents, contractors, servants, employees, or licensees, or arising from any accident, injury or damage whatsoever caused to any party, occurring during the Term, in or about the Demised Premises, and from and against all costs, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon (including, without limitation, the reasonable fees of attorneys, investigators and experts); and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord covenants at Tenant's cost and expense to resist or defend such action or proceeding or to cause it to be resisted or defended by an insurer. Tenant shall not, however, be liable for damages or injury occasioned by the negligence or wrongful, willful acts of Landlord, or its agents, employees, contractors or servants, unless such damage or injury arises from perils against which Tenant is required by this Lease to insure. 8.02 Release. Landlord, its principals, agents, employees and contractors, shall not be liable for, and Tenant hereby releases Landlord, its principals, agents, employees and contractors from, all claims for loss of life, personal injury or damage to property or business sustained by Tenant or any person claiming by, through or under Tenant resulting from any fire, accident, occurrence or condition in or upon the Demised Premises or any part thereof including, but not limited to, any such claims for loss of life, personal injury or damage resulting from defect, latent or otherwise, in the Demised Premises, any defect in or any failure of any equipment, machinery, utilities, appliances, or apparatus in the Demised Page 11 Premises,-falling of fixtures or other items, leakage of water, snow or ice, broken glass, or any other similar event or any act or omission (including negligent acts or omissions) of Landlord, its principals, agents, servants and employees. The provisions of this subsection 8.02: (i) shall not apply to damages, losses or injuries arising from the wrongful, willful or grossly negligent acts or omissions of Landlord or its agents, contractors or employees. 8.03 Insurance by Tenan t. Tenant shall keep in force, at Tenant's sole cost and expense, in responsible insurance companies reasonably acceptable to Landlord authorized to do business in the jurisdiction in which the Demised Premises is situate and throughout the Term and during such other times as Tenant occupies the Demised Premises or any part thereof: Insurance (on an occurrence basis) against claims for personal injury (including death) and property damage and with broad-form contractual liability coverage, under a policy of comprehensive general liability insurance or (at Landlord's option) commercial general liability insurance, with limits not less than Three Million Dollars ($3,000,000.00) in respect of personal injury (including bodily injury and death) and Two Million Dollars ($2,000,000.00) for property damage. Workers' compensation or similar insurance affording statutory coverage and containing statutory limits. Fire insurance, with such extended coverage endorsements including but not limited to, vandalism, malicious mischief, sprinkler leakage, plate and other glass coverage, and other endorsements as Landlord may from time-to-time reasonably require, covering all of Tenant's stock in trade and other improvements to the extent of one hundred percent (100%) of their replacement cost, subject to reasonable, market deductibles. The property damage insurance required hereunder shall not contain the "care, custody and control" exclusion, or Tenant shall obtain and keep in force at the times aforesaid, in addition to the other insurance required of it under this Section 8.02(x), fire and extended coverage legal liability insurance with a minimum limit of Three Million Dollars ($3,000,000.00). Business interruption insurance and/or products liability insurance, if requested by Landlord, in such amount as Landlord may reasonably require or approve for a term not to exceed twelve months. Tenant shall deposit with Landlord the policies of insurance required under this Section, or copies thereof, together with satisfactory evidence of the payment of the premium or premiums required thereunder, prior to the date Tenant first enters upon the Demised Premises (but in no event later than the Delivery Date). Said policies of insurance shall name as insured parties the Landlord (and, at Landlord's direction, any managing agent) and the holder of any Mortgage and shall provide that they shall not be cancelable without thirty days prior written notice to Landlord and the holder of such Mortgage. At least fifteen days prior to the expiration of any such policy, Tenant shall deposit with Landlord a renewal policy or copy thereof, together with satisfactory evidence of payment by Tenant of the premium or premiums required thereunder. Increase in Insurance Rate. Tenant will not do or keep anything in the Demised Premises which will violate the provisions of any policy of insurance or which will prevent procuring insurance in companies acceptable to Landlord. If anything done, omitted to be done or suffered to be done by Tenant shall cause the insurance rate on any insurance for the Demised Premises to be increased, then Tenant shall pay the entire amount of any increase in premiums resulting therefrom on demand and as additional rent. Page 12 SECTION 9 Signage 9.01 Signs. Tenant shall, at its expense, construct all necessary signs in and upon the Demised Premises properly to conduct its marketing activities, provided that Tenant shall have submitted to Landlord plans for each such sign and further provided that Landlord shall have approved such plans. Tenant shall be solely responsible for obtaining sign permits and for ensuring that all signs conform with the requirements of all Laws. The availability of signs and sign permits is not a condition to the obligations of Tenant under this Lease. Tenant shall, at Tenant's sole cost and expense, maintain its signs in good order, condition and repair throughout the Tenn. Tenant's signage shall be placed on that portion of the Demised Premises located solely on the interior of or exterior fagade of the Demised Premises. SECTION 10 Utilities 10.01 Tenant's Responsibility for Utilities. Tenant, at Tenant's expense and as part of Tenant's Work, shall bring all Utilities required by Tenant to the Demised Premises. Tenant shall make application for, be responsible for, and promptly pay all charges for all Utilities consumed at the Demised Premises. 10.02 Utility Interruption. Landlord shall not be liable for any interruption or impairment in the supply of Utility service, nor shall any interruption or impairment constitute a breach by Landlord of the terms and conditions of this Lease nor shall any interruption or impairment constitute a ground for an abatement of Rent, except that, if Landlord or its agents, contractors or employees, acting grossly negligent or with willful misconduct, causes an interruption or cessation of Utilities which materially and adversely interferes with Tenant's ability to operate its business at the Demised Premises for the Authorized Use, then all Rent and other charges will abate during such interference, provided Tenant has sent written notice to Landlord and Landlord has failed to correct such interference within three (3) business days after receipt of the written notice. Tenant shall not at any time overburden or exceed the capacity of any Utility services which are supplied to the Demised Premises. 10.03 Alternative Billing. If the authority or authorities supplying Utilities servicing the Demised Premises provide that the bills therefor be rendered to Landlord, then Tenant shall reimburse Landlord for the amount of each such bill upon request by Landlord. Notwithstanding anything to the contrary herein, any charge to Tenant for additional electricity or other Utilities under the provisions of this Lease shall not exceed the rate which would payable by Tenant directly to the applicable public utility companies. SECTION 11 Assignment and Subletting 11.01 Assignment and Subletting. Tenant shall not assign or encumber this Lease or sublet the Demised Premises, in whole or part, without Landlord's prior written consent (which consent may not be unreasonably withheld, conditioned or delayed) provided Tenant is not in default of the terms and provisions hereof In determining whether to consent to Tenant's proposed assignment or subletting, the Landlord may consider all factors, which in Landlord's business judgment, are pertinent to such decision, and the parties agree that the following, without limitation, are examples of such factors by which Landlord may reasonably withhold, condition or delay its approval to Tenant's assignment of this Lease or subletting the entire Demised Premises: Whether the financial strength of the proposed assignee as determined by a current financial statement, audited by a certified public accountant, shows a tangible net worth and working Page 13 capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of its obligation under this Lease; The character, business reputation, and managerial skills of the assignee or subtenant; Whether the assignee or subtenant has substantial retailing experience in the sale of merchandise permitted as an Authorized Use; The use of the Demised Premises by the proposed assignee or subtenant must comply with Section 5.0 1, or such other use reasonably acceptable to Landlord; and/or Whether the quality of merchandise sold from the Demised Premises after the assignment or sublease will be the same as prior thereto. Notwithstanding any assignment or encumbrance of this Lease or subletting of all or any portion of the Demised Premises, with or without the consent of Landlord, Tenant shall, nevertheless, remain liable to Landlord for the performance of all of Tenant's obligations under this Lease; and any assignment, encumbrance, sublease or subletting made by Tenant shall be subject to the terms, conditions and provisions of this Lease. Further, the parties recognize that Landlord will incur various administrative costs in the event of an assignment or subletting and, therefore, Tenant agrees that in such event, Tenant shall pay Landlord the sum of $500.00 to cover such costs. Tenant shall notify Landlord in writing (at least thirty days prior thereto) if Tenant intends to sublease all or any portion of the Demised Premises or to assign or encumber this Lease. The provisions of this Section 11 shall be equally applicable to an assignment by operation of law. The sale or transfer of stock or any other transfer of any beneficial interest in Tenant or any merger by Tenant or by any parent; subsidiary or affiliate of Tenant shall be considered for the purpose of this Lease to be an assignment hereunder. 11.02 If, with or without Landlord's consent, Tenant assigns this Lease, or sublets all or any part of the Demised Premises, any profits derived by Tenant from the assignment or subletting shall be paid by Tenant to Landlord and Tenant shall deliver to Landlord a written agreement, in which the assignee or subtenant agrees, for the benefit of Landlord, to assume, be bound by, and perform all of the obligations of Tenant under this Lease. Tenant agrees to use reasonable efforts to obtain the highest profit possible on any assignment or subletting. 11.03 Omitted. 11.04 The common stock of any wholly owned subsidiary corporation to which Tenant transfers this Lease shall not be sold or otherwise disposed of without Landlord's prior written consent, which consent shall not be unreasonably withheld in accordance with the criteria stated in Section 11.01(a) above; provided, however, that Landlord's consent shall not be required in the event of any transfer permitted without Landlord's consent under the first paragraph of this Section 11.01(f) with respect to the original Tenant named herein (as opposed to any assignee or subtenant of the original Tenant named herein). 11.05 Violation. If this Lease is assigned, Landlord may collect Rent from the assignee. If the Demised Premises or any part thereof be sublet or occupied by any person other than Tenant and in the Page 14 event of Tenant's uncured default, Landlord may collect Rent from such subtenant or occupant. Landlord's collection of Rent pursuant to the provisions of this Section 11.02 shall not in any event be deemed to be a waiver of any default by Tenant in having assigned this Lease or sublet all or any portion of the Demised Premises without the prior written consent of Landlord. 11.06 Bankruptcy Assignment. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, I 1 U.S.C. 101 et seq., shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on or after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. 11.07 Bankruptcy Assignment -Payment of Consideration for Assignment. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. et seq., ninety percent (90%) of any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and promptly be paid or delivered to Landlord. SECTION 12 Subordination, Easements and Estoppel Certificates 12.01 Subordination. This Lease shall be subject and subordinate at all times to the lien of any Mortgages and/or other encumbrances now or hereafter placed upon the Demised Premises without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant agrees, at the election of the holder of any such Mortgage or other encumbrance, to attorn to such holder. Tenant further agrees to execute and deliver upon request such further instrument or instruments evidencing and confirming such subordination of this Lease to the lien of any such Mortgage and/or encumbrance and such further instrument or instruments of attornment as shall be designated by Landlord. As a condition to Tenant's obligation to subordinate it's interest to such Mortgage and attorn to the holder of such Mortgage or other encumbrance, Landlord shall obtain mortgagee's approval that, so long as the Tenant is not in default under the terms of the Lease beyond any applicable notice and cure period as may be provided under the Lease, Tenant's right to possession of the Demised Premises pursuant to the Lease shall not be disturbed or interfered with by the mortgagee. For purposes of this Lease, the "mortgagee" shall mean the holder of any Mortgage, the underlying landlord or any other party whose title is superior to the title of Landlord or any party who may perfect any title that might otherwise cause a termination of this Lease. 12.02 Tenant's Certificate; Additional Documents. Tenant agrees at any time and from time to time, within fifteen (15) days after Landlord's written notice, to execute, acknowledge and deliver to Landlord a written instrument in recordable form certifying the commencement and ending dates of the Term, that this Lease is unmodified and in full force and effect (or if there have been modifications, that it is in full force and effect as modified and stating the modifications) and the dates to which Minimum Rent have been paid in advance, if any, and stating whether or not to Tenant's knowledge Landlord is in default in the performance of any agreement contained in this Lease and if so, specifying each such default and such other information as Landlord shall reasonably request; and agreeing that Tenant will give to the holder (or proposed holder) of any Mortgage a copy of any notice of default it sends to Landlord and will provide to such holder a reasonable time in which to effect a cure of same. Tenant agrees that any such statement delivered pursuant to this Page 15 Section may be relied upon by any prospective purchaser of the fee or any mortgagee thereof or any assignee of Landlord's interest in this Lease or of any Mortgage. Within fifteen days after the date of a request by Landlord to Tenant, Tenant shall deliver to Landlord, not more than one time during any Calendar Year, the most recent annual financial statements prepared by Tenant, which financial statements shall be audited and certified to by Tenant's regularly engaged independent certified public accountants, and prepared in accordance with generally accepted accounting principles consistently applied; and contain a balance sheet of Tenant showing all assets and liabilities (both absolute and contingent) and a statement of Tenant's profits and loss. SECTION 13 Condemnation 13.01 Whole or Partial Taking. In the event the whole or any part of the Demised Premises which renders the balance of the Demised Premises untenantable, shall be taken by any public authority under the power of eminent domain, this Lease shall terminate as of the date of the Taking. The term "untenantable" shall mean that due to the damage, destruction or taking Tenant's then current use of the Demised Premises is impaired or otherwise cannot be continued on a cost effective basis to the extent reasonably practicable from the standpoint of prudent business management in Tenant's reasonable judgment. 13.02 Sharing of Condemnation Proceedings. All compensation awarded for such taking of the fee and the leasehold shall belong to and be the property of the Landlord; provided, however, that the Tenant shall be permitted to make a separate claim for a compensation award for the cost of moving or removal of its stock and fixtures, loss of business, and the un-depreciated cost (as of the date this Lease is terminated) of all of those fixtures, improvements and installations made by, or on behalf of, Tenant in the Demised Premises (provided that such award to Tenant does not reduce the compensation which would otherwise be awarded to Landlord). 13.03 If Lease Not Terminated. If there is a condemnation and this Lease does not terminate pursuant to the foregoing provisions of this Section, the operation and effect of the Lease shall be unaffected by such condemnation, except that the Rent payable under the Lease shall be reduced in proportion to the square footage of floor area, if any of the Demised Premises covered by such condemnation or otherwise rendered untenantable. SECTION 14 Damage by Fire or Other Casualty 14.01 Destruction of Demised Premises. If the Demised Premises shall be damaged or destroyed by fire or other casualty, then Tenant shall promptly give notice thereof to Landlord; and, except as hereinafter otherwise provided, Landlord shall, subject to (i) obtaining consent from Landlord's lender, (ii) obtaining all applicable approvals from Governmental Authorities and (iii) receiving all necessary insurance proceeds adequate to pay for such repairs and restoration, within one hundred eighty (180) days after the satisfaction of items (i) through (iii) above, but-in no event more than three hundred and sixty (360) days after such damage or destruction, repair or restore the Demised Premises to substantially the same condition they were in prior to the casualty. If Landlord fails to repair or restore the Demised Premises within the aforesaid time period, Tenant may terminate this Lease upon thirty (30) days prior written notice whereupon this Lease shall terminate and neither party shall have any further obligations to the other except as expressly stated herein; provided, however, if Landlord repairs or restores the Demised Premises within said thirty (30) Page 16 day period following Tenant's notice of termination, Tenant's termination notice shall be null and void and other no further force and effect. If Landlord is required to repair the Demised Premises pursuant to the provisions of this Section 14.01, its obligations shall be limited to the basic building, excluding, however, all work, alterations, fixtures, or signs installed by Tenant and all floor coverings, furniture, equipment and decorations; and Tenant shall, at Tenant's sole cost and expense, promptly perform all repairs and restoration to the Demised Premises not required to be done by Landlord and shall promptly reenter the Demised Premises and commence its business in all parts thereof upon its repair and restoration. If the damage to the Demised Premises should be so extensive as to render the whole or any part thereof untenantable, a just proportion of the Monthly Rental, according to the nature and extent of the injury to the Demised Premises, shall be suspended or abated until the Demised Premises shall be repaired or restored by Landlord as aforesaid; provided, however, the obligation of Tenant otherwise to perform under this Lease shall not be affected or abated by reason of such damage or destruction. If during the last two (2) years of the Term the Demised Premises shall be damaged or destroyed to the extent of twenty percent (20%) or more of its insurable value, or if the proceeds of Landlord's insurance as the result of any damage to the Demised Premises by fire or other casualty shall be insufficient fully to pay the cost of the repair thereof. In the event of any termination of this Lease pursuant to the provisions of this Section, the termination shall become effective on the fifteenth (15th) day after the giving of the notice of termination, and the Monthly Rental shall be suspended or abated until the time of termination and minimum rent shall be apportioned as of the time of termination. SECTION 15 Events of Default 15.01 Default by Tenan t. In the event any of the following shall occur: Tenant fails to pay any installment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of ten (10) days after Landlord notifies Tenant in writing of such failure; provided however, that in no event shall Landlord be required to give Tenant notice regarding the payment of any installment of Rent or any other payment more than two (2) times in any Calendar Year; or Tenant is in default of any term, provision, covenant or obligation under this Lease other than as described in subsection (a) above, and Tenant fails to commence to cure any such default within thirty (30) days after notice of the occurrence thereof from Landlord and thereafter fails to complete the cure of such default with due diligence within thirty (30) days after notice of the occurrence thereof from Landlord; provided, however, that if Tenant is incapable of practicably curing said default with diligence within such thirty (30) day period and if Tenant shall proceed promptly to cure the same and thereafter shall prosecute such curing with diligence to completion, then upon receipt by Landlord of a certificate from Tenant stating the reason such failure cannot be cured within thirty (30) days and stating the estimated time necessary to fully cure such failure with diligence, the time period within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with diligence but in no event more than ninety (90) days; or Tenant is adjudicated a bankrupt; or Tenant has a receiver in equity appointed for all or substantially all of its property and such appointment is not vacated within thirty (30) days; or Page 17 Tenant files a voluntary petition for reorganization or arrangement; or Tenant has a trustee in reorganization appointed for its property; or Tenant files a voluntary petition in bankruptcy; or Tenant files an answer admitting bankruptcy or agreeing to reorganization or arrangement; or Tenant makes an assignment for the benefit of creditors; or Tenant permits its leasehold interest hereunder to be sold pursuant to execution; then and in any such event, Landlord may, in addition to such other rights and remedies which are provided for by law or equity or elsewhere in this Lease: Subject to Section 20.16, accelerate the whole or any part of the Rent and other charges, payments, costs and expenses herein agreed to be paid by Tenant for the lesser of (i) the entire unexpired balance of the Term or (ii) twenty-four (24) months. Such amount if so accelerated shall, in addition to any Rent already due and payable, be deemed due and payable as if, by the terms and provisions of this Lease, such accelerated Rent and other charges, payments, costs and expenses were on that date payable in advance. If permissible under applicable laws, enter the Demised Premises and without further demand or notice, proceed to sale of the goods, chattels and personal property there found and levy the Rent; and Tenant shall pay all costs and officers' commissions, including watchmen's wages and sums chargeable to Landlord, and in such case all costs, officers' commissions and other charges shall immediately attach and become part of the claim of Landlord for Rent. Reenter the Demised Premises and remove all persons and all or any property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Demised Premises, together with all other installations of Tenant. Upon recovering possession of the Demised Premises by reason of or based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet the Demised Premises; and relet the Demised Premises or any part or parts thereof, either in Landlord's name or otherwise, for a term or terms which may at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the Term and at such rent or rents and upon such other terms and conditions as in Landlord's sole discretion may seem advisable and to such person or persons as may in Landlord's discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and reasonable attorney's fees and all costs of such alterations and repairs; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such reentry or taking possession of the Demised Premises or the making of alterations aid/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as their agent to collect the rents due and to become due under all Page 18 in the same or better condition as the Demised Premises were in upon delivery of possession to the Tenant under this Lease, loss by condemnation and casualty excepted; provided, however, that the leasehold improvements installed by Tenant shall not be removed unless Landlord directs Tenant to do so. SECTION 20 General 20.01 Notices. Any notice provided for in this Lease shall be given by written instrument, personally delivered or sent by United States certified or registered mail, return receipt requested or with a nationally recognized overnight carrier (such as Federal Express), each with postage and/or delivery charges prepaid, to Landlord at Landlord's Address for Notices and to Tenant at Tenant's Address. All notices shall be deemed to have been given when deposited in the United States mail or with such overnight carrier or when personally delivered, as aforesaid. Any notice may be given on behalf of any party by its counsel. 20.02 Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law. 20.03 Entire Agreement. This Lease constitutes the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations are merged into this Lease. Any amendment, change or addition to this Lease shall be made only in writing and signed by both parties. 20.04 Successors in Interest. The terms and conditions of this Lease shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and assigns. Nothing contained in this Section 20.04 shall relieve Tenant from complying with the terms regarding assignment and subletting set forth in Section 11.01. 20.05 Headings. The Section headings in this Lease are for convenience of reference only, and shall not be construed or held in any way to explain, modify, amplify or add to the interpretation, construction or meaning of this Lease. 20.06 Applicable Law. This Lease shall be governed by the laws of Pennsylvania. 20.07 Definition of Landlord. Landlord shall have the right to assign or sell its interest in this Lease at any time and in its sole discretion. The word "Landlord" is used herein to include the Landlord and any subsequent owner of the Demised Premises as well as their respective successors and assigns, each of whom shall have the same rights, remedies, powers, authorities and privileges as it would have had, had it originally signed this Lease as Landlord; but any Landlord, whether or not named herein, shall have no liability under this Lease after it ceases to hold title to the Demised Premises, except for obligations which may have theretofore accrued; or if it never acquires title to the Demised Premises. If Landlord is in breach or default with respect to Landlord's obligations or otherwise under this Lease, Tenant shall look solely to the interest of Landlord in the Demised Premises and the rents and other income therefrom for satisfaction of Tenant's remedies. No partner of Landlord shall have any personal liability with respect to any of the provisions of this Lease. Landlord's affiliated companies, officers, directors, agents or employees shall not be liable to the Tenant for indirect, special, incidental, consequential, punitive or reliance damages arising under or in connection with this Lease or the performance of Landlord's obligations hereunder, or from any breach or partial breach of the provisions of this Lease or arising out of any act or omission of employees, servants, agents or invitees of Landlord Page 22 • 1 20.15 Lien Subordination. From time to time during the Term of this Lease, within twenty (20) days following written request from Tenant or a Franchisee, Landlord shall deliver to any equipment lessor providing leased equipment for use at the Demised Premises and to any purchase money or commercial lender providing financing for Tenant's or a Franchisee's furniture, fixtures and equipment within the Demised Premises or other leasehold improvements within the Demised Premises, or other financing in connection with Tenant's or a Franchisee's business operations at the Demised Premises with a subordination of Landlord's lien rights in commercially reasonable form, as requested by such lessor or lender and as is mutually agreeable to Landlord and such lessor or lender, duly executed and acknowledged by Landlord, respecting any statutory or common law lien or security interest which Landlord may possess respecting any leased equipment for use at the Demised Premises and/or Tenant's and a Franchisee's furniture, fixtures and equipment within the Demised Premises or other leasehold improvements within the Demised Premises. 20.16 Communications System. Tenant shall be permitted, at Tenant's sole cost and expense, to install at a location approved by Landlord of a size and in accordance with plans and specifications which have been approved in writing and in advance by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, a satellite communications system, antenna and related equipment on the roof of the Demised Premises to be used exclusively by Tenant ("Communications System"), provided that Tenant must obtain all necessary permits and approvals from all Governmental Authorities having jurisdiction over the Demised Premises for the installation and maintenance of the Communications System and its component parts and Tenant shall comply with the requirements of said Governmental Authorities. Tenant, at Tenant's sole cost and expense, shall use a roofing contractor approved by Landlord, whose approval shall not be unreasonably withheld, to repair and patch any roof penetration(s) or other damage to the Demised Premises due to the installation, maintenance or use by Tenant of said Communications System. In addition, if at any time during the Term the roof leaks due to the installation, maintenance or use by Tenant of said Communications System, Tenant shall be responsible to Landlord for the cost and expense incurred by Landlord to remedy the leak or repair the roof. In addition, Tenant shall be responsible for all repairs and replacements to the Communications System and shall maintain the same in good condition and repair and shall pay all utility costs regarding the installation, operation and use of same and shall promptly remove the same on the expiration date or earlier termination of this Lease all at Tenant's sole cost and expense, unless Landlord gives Tenant notice that it shall remain and become the property of Landlord. Landlord may require that the Communications System be covered by a "shield" or be installed and situated so as not to be noticeable by the general public. Tenant and its agents shall be prohibited from entering upon the roof without Landlord's prior approval, Landlord may, at its sole discretion and at Tenant's cost, require a representative of Landlord to observe Tenant activity on the roof. Landlord shall use reasonable efforts to make its employees or its roofing contractor available promptly after receipt of notice from Tenant that it is necessary for Tenant or its contractor to enter upon the roof to inspect or to perform work to the Communications System. Tenant shall defend, indemnify and hold Landlord harmless from any and all claims, liabilities, penalties, damages, expenses (including, but not limited to, reasonable attorney's fees and costs), losses, costs, and judgments arising out of or by reason of (a) Tenant's breach under this Section 20.17; (b) any accident, injury to or death of persons or loss of or damage to property occurring directly or indirectly from the exercise by Tenant of the rights and privileges herein granted unless due to the negligence or Page 24 subleases of the Demised Premises or any parts thereof without in any way affecting Tenant's obligation to pay any unpaid balance of Rent due or to become due hereunder. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. To terminate this Lease and the Term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken. Whereupon Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the time of such termination, damages for Tenant's default in an amount equal to the amount of the Rent reserved for the balance of the Term, as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, all discounted at the rate of six percent (6%) per annum to their then present worth, less the fair rental value of the Demised Premises for the remainder of said Term, also discounted at the rate of six percent (6%) per annum to its then present worth, all of which amount shall be immediately due and payable from Tenant to Landlord. To proceed as a secured party under the provisions of the Uniform Commercial Code against the property in which Landlord has been granted a security interest pursuant to this Section 15.01(J)(ii). In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not herein provided for. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy herein or by law provided but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute. If permitted by applicable law, Tenant expressly waives: The benefit of all laws, now or hereafter in force, exempting any goods on the Demised Premises or elsewhere from levy or sale in any legal proceeding taken by Landlord to enforce any rights under this Lease. The right to delay execution on any real estate that may be levied upon to collect any amount which may become due under the terms and conditions of this Lease and any right to have the same appraised. For the purpose of calculating the "accelerated Rent" payable under paragraph (A) of this Section and the "Rent reserved for the balance of the Term" for the purposes of paragraph (D) of this Lease (but without discounting as provided therein), the amount payable as Tenant's Pro Rata Share of Taxes, Tenant's Pro Rata Share of Insurance and Tenant's Pro Rata Share of Common Area Maintenance Expenses for the balance of the Term shall be equal to the sum of the highest amount paid or payable by Tenant in any Calendar Year for each of the foregoing items multiplied by the number of Calendar Years (including any fractional Calendar Year) remaining in the Term. 15.02 As security for the obligations of Tenant under this Lease, Tenant does hereby assign, transfer and set over unto Landlord all of the rights, title and interest of Tenant in and to any subleases of the Demised Premises. The assignment provided for in this paragraph shall in no event be deemed: to Page 19 constitute consent by Landlord to any sublease by Tenant nor an agreement by Landlord to accept any subtenant as a tenant of Landlord in the event of a termination of this Lease nor in any manner as a waiver by Landlord of the provisions and limitations herein; or to constitute an agreement by Landlord to perform any of the obligations of Tenant under any sublease of the Demised Premises. Until the occurrence of an event of default beyond applicable notice and cure periods by Tenant under this Lease, Tenant may continue to collect the rent and other sums payable under the sublease(s) assigned hereby; but from and after the occurrence of an event of default, all such rent and other sums shall be paid to Landlord and applied by Landlord on account of rent and other sums due by Tenant to Landlord pursuant to this Lease. A statement by Landlord to any subtenant that an event of default by Tenant has occurred under this Lease shall be conclusive evidence of such fact and shall be (and may be) relied upon by the subtenant in making payments to Landlord. No subtenant shall be liable to Tenant for any payment made by the subtenant to Landlord pursuant to the paragraph. No sublease shall be valid or effective unless it shall expressly restate therein the provisions of this paragraph. 15.03 Tenant hereby grants to Landlord a security interest under the Uniform Commercial Code in all of Tenant's goods and property about the Demised Premises. Said security interest shall secure unto Landlord the payment of all rent and charges collectible or reserved hereunder which shall become due under the provisions of this Lease. Tenant hereby agrees to execute, upon request of Landlord, such statements as may be required under the provisions of the said Uniform Commercial Code to perfect Landlord's security interest in Tenant's goods and property about the Demised Premises. 15.04 If Landlord or Tenant institutes any suit against the other in connection with the enforcement of their respective rights under this Lease, the violation of any term of this Lease, the declaration of their rights hereunder, or the protection of Landlord's or Tenant's interests under this Lease, the non-prevailing party shall reimburse the prevailing party for its reasonable expenses incurred as a result thereof including court costs and reasonable attorneys' fees. 15.05 Default by Landlord. Landlord shall not be in default of any of its obligations in this Lease unless Landlord or the holder of any Mortgage shall have failed to commence to perform such obligation within thirty (30) days after notice by Tenant to Landlord and to such mortgagee properly specifying wherein Landlord has failed to perform any such obligation or shall have failed to proceed thereafter with reasonable diligence to complete such performance. 15.06 Curing Tenant's Defaults. If Tenant shall be in default of any of its obligations under this Lease, which default is not cured within applicable notice and cure periods hereunder, Landlord may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity or under this Lease, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any reasonable sums paid or costs incurred by Landlord in curing such default, together with interest at the Effective Rate from the respective dates of Landlord's making of the payments and incurring of the costs, on all sums advanced by Landlord as aforesaid, which sums and costs together with interest thereon shall be deemed additional rent payable under this Lease. 15.07 Waiver of Breach. The waiver by Landlord or Tenant of any breach of any term, covenant or conditions contained in this Lease, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained in this Lease. 15.08 Limited Duty to Mitigate. After an Event of Default, Landlord shall exercise commercially reasonable efforts to mitigate its damages; provided, however, that Landlord shall in no event be responsible or liable for any failure to relet the Demised Premises or any part thereof, or for any failure to collect any rent due upon a reletting, except to the extent of Landlord's obligations under law. In addition, in the event of any default hereunder by Landlord, Tenant shall, subject to the terms of this Page 20 At .? Lease, exercise commercially reasonable efforts to mitigate any damages incurred by Tenant as a result of such default. SECTION 16 Inspection Rights 16.01 Landlord's Right to Inspect. After reasonable prior notice to Tenant, Landlord and the holder of any Mortgage, and each of their agents, shall have the right to enter the Demised Premises at all times to examine same and to show them to prospective purchasers or tenants, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. At any time within one (1) year prior to the expiration of the Term, Landlord shall have the right to display on the exterior of the Demised Premises a customary "For Rent" sign. SECTION 17 Quiet Enjoyment 17.01 Landlord's Covenant of Quiet Enjoyment. Landlord covenants that upon Tenant complying with the terms, covenants and conditions of this Lease, Tenant may peaceably and quietly have, hold and enjoy the Demised Premises for the Term without hindrance or interruption by Landlord or by any other person or persons claiming under Landlord. SECTION 18 Holding Over 18.01 Rent for Holding Over Period. If Tenant shall continue to occupy the Demised Premises after the end of the Term without Landlord's written consent, then Landlord shall be entitled to recover from Tenant either damages to compensate Landlord for the losses suffered by Landlord as a result of such holding over or, at Landlord's option, compensation for such use and occupancy, at a rate per month equal to 150% of the monthly Rental which would have been payable had this Lease been renewed for a period of twelve (12) full calendar months following such expiration or earlier termination, on the terms and conditions in effect immediately prior thereto. Neither Landlord's demand nor Landlord's receipt of the aforesaid compensation for use and occupancy shall be deemed to provide Tenant with any right to any use, occupancy or possession of the Demised Premises either for the period for which such compensation has been demanded or paid or for any time before or after such period. The provisions of this Section 18.01 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. SECTION 19 Condition and Return of Demised Premises 19.01 Condition of Title and Demised Premises. Except as expressly set forth in this Lease, Tenant agrees that the Demised Premises, the title to the Demised Premises, the zoning classification of the Demised Premises, and the uses of the Demised Premises permitted by applicable Laws have been examined by Tenant; that Tenant accepts its rights under this Lease subject to all of the foregoing; and that Landlord has made no representation, covenant or warranty, express or implied, in fact or in law, with respect thereto. Landlord represents that as of the Delivery Date the Demised Premises Tenant's Authorized Use shall not violate Laws as to zoning. Tenant accepts the Demised Premises in the condition or state as of the Delivery Date, except as otherwise set forth in this Lease, 19.02 Liability for Return of Demised Premises. At the expiration of the Term, Tenant shall surrender the portions of the Demised Premises to be maintained and repaired by Tenant under this Lease Page 21 i 41 M whether based on breach of contract, breach of warranty, negligence or any other theory of liability. It is expressly understood and agreed that Landlord's liability, and the liability of any partner in Landlord, under the terms, covenants, conditions, warranties, and obligations of this Lease shall in no event exceed the loss of Landlord's interest in the Demised Premises and the rents and other income therefrom. 20.08 Maintenance Bond. If a maintenance bond is required to be maintained by any governmental authority for the maintenance of the Demised Premises, Tenant agrees, at its sole cost and expense, to obtain and maintain such bond, and to cause it to name Tenant and Landlord as the bonded parties. 20.09 Brokers in Connection with Lease. Tenant and Landlord each hereby represent and warrant to the other party that other than the Broker, if any, that party has had no dealings, negotiations or consultations with respect to the Demised Premises or this transaction with any broker or finder, and that no broker or finder called the Demised Premises to that party's attention for lease or took part in any dealings, negotiations or consultations with respect to the Demised Premises or this Lease. Each party agrees to indemnify, defend and save the other party harmless from and against all costs, fees (including, without limitation, reasonable attorney's fees and court costs), expenses, liabilities and claims incurred or suffered as a result of breach of its representation and warranty set forth above, which obligations shall survive the expiration and termination of this Lease. 20.10 No Partnership. Any intention to create a partnership or joint venture relationship between Landlord and Tenant is hereby expressly disclaimed; and no relationship other than that of Landlord and Tenant is intended between the parties hereto. 20.11 Documents and Instruments. In connection with a request by Tenant for Landlord to review, prepare, execute, deliver, consent to and/or approve a document or instrument, Tenant shall pay Landlord for Landlord's reasonable costs and expenses incurred therefore, except in connection with the review of Tenant's plans and specifications for the Tenant's Work, or in connection with the assignment of this Lease or a sublease of the Demised Premises to a Franchisee. . 20.12 Counterparts. This Lease may be executed in one or more counterparts, all of which shall be deemed to be an original. 20.13 Tenant's Signature. If Tenant consists of more than one (1) party, each such party's liability shall be joint and several. 20.14 Inability to Perfonn. If, by reason of acts of God, fire casualty, action of the elements, governmental restrictions, strikes, lockouts, labor disturbances, shortages of materials or supplies, inability to procure, or general shortage of labor, equipment, facilities, materials or supplies, failure of transportation or of power, riots, insurrections, war or any other cause or event beyond Landlord's control (collectively, "Force Majeure Events"), a party is unable to furnish or is delayed in furnishing any utility or service required to be furnished by that party under the provisions of this Lease, or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions, construction or improvements required to be performed or made under this Lease, no such inability or delay shall impose any liability upon that party or its agents or provide the other party with any right to offset, deduction or abatement of rent by reason of inconvenience or annoyance to the other party or by reason of injury to or interruption of that party's business, or otherwise. In such event, the performance of such act shall be excused for the period of delay, and the period for the performance of any such act shall be extended for the period necessary to complete performance after the end of the period of such delay. Page 23 A 0% • willful misconduct of Landlord or its agents; or (c) the construction, installation, maintenance, operation, alteration, use, removal or the failure to maintain or remove the Communications System. 20-17 Option to purchase. During the first three years of this Lease only and provided Tenant is not, and has not been, in default, Tenant shall have an option to purchase the property for $550,000.00. Such purchase shall be made from the owner, Phillip J. Bayer, who has authorized Landlord to sell the property under the terms herein set forth. Buyer may exercise the option by notice to Landlord confirming Tenant's intent to purchase. If such notice is given, Settlement shall be held at a time and place determined by Tenant but not later than three years from the Rent Commencement Date. At least ten days before Settlement, Tenant shall provide Landlord with a copy of Tenant's commitment for title insurance or any other report showing any objections to title which Tenant expects owner to remove or satisfy. If Tenant fails to give Landlord such report or documentation, Tenant shall be deemed to accept such title as owner is able to give to Tenant without regard to any objections that may have been shown on such title report had one been timely given; provided, however, that owner shall be responsible for removing any proper title objection arising after such notice and prior to Settlement. All expenses of Settlement, including but not limited to all transfer taxes, recording fees, etc., except for the cost of preparing the deed, shall be paid by Tenant. Upon payment at Settlement of the consideration set forth above and other amounts to be paid by Tenant, Landlord shall deliver the deed to Tenant or Tenant's nominee. IN WITNESS WHEREOF, this Lease is executed as of the day and year first above written. LANDLORD: Multi State Properties Inc. By:.? - 0, - ?0-o, Phillip J. Bayed,-PresiddfA Page 25 MP 1 i N45A ,. '' ' P t-THO NOTARY, IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Albert J. Hajjar, Esquire Hajjar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 March 24, 2008 eqt-'? ? zjt"?-' Douglas R. Roeder, Esquire I?t) zap r t, -Cl ?. Fn E C.n G3 -< LAW OFFICE OF DOUGLAS R. ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717)233- 1151 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC., Defendants No. 07-7587 Civil Term CIVIL ACTION PRAECIPE TO WITHDRAW COMPLAINT AGAINST COMMERCIAL REALTY GROUP. INC. TO THE PROTHONOTARY: Please withdraw the Complaint in Civil Action No. 07-7587 against Defendant, Commercial Realty Group, Inc. only. V. eLo--? _ &4- By: Dated: Douglas 'k. Roeder, Esquire Attorney ID #80016 Law Office Douglas R. Roeder 711 North Second Street, Suite 2 Harrisburg, PA 17102 Attorney for Plaintiffs ,- Y CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Albert J. Hajjar, Esquire Hajjar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 By: P. Dated: _D04L Douglas . Roeder, Esquire r-O co ?? ro J W ? M l .,._ M Z-1 PrIt ,if SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs vs. MULTISTATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP. INC., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : No. 07-7587 : Civil Action - Law DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFFS' AMENDED COMPLAINT Defendants Multi State Properties, Inc. and Commercial Realty Group, Inc. file these Preliminary Objections to Plaintiffs' Amended Complaint on the grounds that (1) the Amended Complaint violates Pennsylvania Rules of Court and should be stricken, (2) the Amended Complaint is legally insufficient (demurrer) and (3) the Amended Complaint has insufficient specificity. Defendant Multi State Properties, Inc. will sometimes be referred to herein as "MSP" and Defendant Commercial Realty Group, Inc. will sometimes be referred to herein as "CRG." THE AMENDED COMPLAINT VIOLATES RULES OF COURT AND SHOULD BE STRICKEN 1. The original Complaint was captioned as these Preliminary Objections are captioned, with both MSP and CRG named as Defendants. After Preliminary Objections to the original Complaint were filed by Defendants, Plaintiff filed, unilaterally, a Praecipe to withdraw the Complaint, without prejudice, as to Defendant CRG. The Praecipe was filed without any authorization from the Court and without any acquiescence by Defendants. Defendants' counsel had previously notified Plaintiffs' counsel that Plaintiffs' Complaint against CRG should be withdrawn with prejudice. 2. Plaintiffs had no right to withdraw their claim against CRG without prejudice and had no right to change the caption of this action. 3. Plaintiffs had no right to file an Amended Complaint against only Defendant MSP without first withdrawing their claim against Defendant CRG either with Defendants' acquiescence or pursuant to an Order of Court. 4. Plaintiffs have no right to withdraw their claims against CRG except under circumstances by which these claims could not be asserted against CRG in the future. WHEREFORE, an Order should be entered striking Plaintiffs' Amended Complaint and either ordering that judgment be issued in this matter in favor of Defendant CRG and against Plaintiffs or directing Plaintiffs either to withdraw their claims against Defendant CRG with prejudice or to apply to this Court for permission to withdraw their claims against Defendant CRG without prejudice. THE AMENDED COMPLAINT IS LEGALLY INSUFFICIENT (DEMURRER) Whether or not the Amended Complaint is stricken for the foregoing reasons, it is legally insufficient and should be dismissed. 5. In asserting allegations of their compliance with the obligations imposed upon them by the Lease, Plaintiffs allege notices given to Defendant but do not attach copies of said notices. As the Lease requires notices between the parties to be in writing, copies of such notices should have been attached to the Complaint. 6. Plaintiffs allege that Defendants charged them for rent for which they were not obligated but they fail to allege that they made all rent payments for which they were obligated under the Lease. 7. Plaintiffs allege that they made improvements to the property but they fail to allege that they complied with the construction procedures required by the Lease, such as those in Page 2 Section 6.06 and Section 6.10 of the Lease and, further, they fail to attach to their Amended Complaint any writings on which these allegations were based. WHEREFORE, in accordance with Paragraphs 5, 6 and 7, the Amended Complaint is legally insufficient as to Defendant MSP and, therefore, the Amended Complaint should be dismissed as to that Defendant and judgment should be entered against Plaintiffs and in favor of Multi State Properties, Inc. THE AMENDED COMPLAINT HAS INSUFFICIENT SPECIFICITY This Preliminary Objection applies only if the Amended Complaint has not been dismissed under the preceding grounds. 8. For the reasons set forth above in the above argument that the Amended Complaint is legally insufficient, the Plaintiffs should be required to file a more specific complaint. 9. Further, in Paragraph 30 of the Amended Complaint, there is reference to "improvements [being] fully set forth in Paragraph 15"; however, Paragraph 15 does not list improvements. WHEREFORE, Plaintiffs should be ordered to prepare a more specific complaint. ar, Attorney for Defendants Hajjar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 Tel: 319-0713 Fax: 761-3446 Page 3 VERIFICATION I, PHILLIP J. BAYER, do hereby certify that I am President of Multi State Properties, Inc., one of the Defendants in this matter, that the statements made in the foregoing document are true and correct to the best of my knowledge, information and belief and that this verification is subject to the penalties of 18 Pa. C.S. §4904, relating to unworn falsification to authorities. Phillip J. Bayer SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs Vs. MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC. Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. 07-7587 Civil Action - Law CERTIFICATE OF SERVICE I, Albert J. Hajjar, do hereby certify that I am this day serving the foregoing document upon the person and in the manner indicated below: By first class mail addressed to: Douglas R. Roeder, Esquire Law Office of Roeder & Roeder 711 N. Second Street - Suite 2 Harrisburg, PA 17102 April 28, 2008 A"" IV Albs J. 'ar C7 ? Cc-a -'l'1 _ ?r --Fri LAW OFFICES OF ROEDER & ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant PLAINTIFFS' ANSWER TO DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFFS' AMENDED COMPLAINT 1. Admitted in part. Denied in part. It is admitted that Plaintiffs' Complaint was captioned with both Commercial Realty Group, Inc. and Multistate Properties, Inc. as Defendants. It is further admitted that after Defendants' Preliminary Objections to the Complaint were filed, which included an objection to Commercial Realty Group, Inc. being named as a Defendant, Plaintiffs filed an Amended Complaint which only named Multi State Properties, Inc as the Defendant. It is also admitted that a Praecipe to Withdraw was filed as to Commercial Realty Group, Inc., at the request of Defendants' Counsel. It is denied that Commercial Realty Group, Inc. was unilaterally withdrawn. To the contrary, Defendants' Counsel requested that the Praecipe to Withdraw be filed. It is further denied that the Complaint against Commercial Realty group should have been withdrawn with prejudice. That suggestion is ridiculous as Defendant Multistate Properties, Inc. has not ever filed an Answer in this matter. If Commercial Realty Group, Inc. had the Complaint against them withdrawn with prejudice, then Multistate Properties could blame everything complained about in the Amended Complaint on Commercial Realty Group, Inc. leaving the Plaintiffs with no one to sue if Commercial Realty Group was dismissed with prejudice. Thus, withdrawing the Complaint against Commercial Realty Group, Inc. with prejudice would be completely inappropriate at this point in the case. 2. Denied. Plaintiffs had the right to withdraw the Complaint against Commercial Realty Group, Inc. and did so as of course by filing an Amended Complaint in response to Defendants Preliminary Objections. See Pa.R.C.P. 1028 (c)(1). Moreover, Defendants' Counsel specifically requested that the Complaint against Commercial Realty Group, Inc. be withdrawn. After, Defendant's Counsel requested that the Complaint against Commercial Realty Group be withdrawn, he has now taken the exact opposite position and claims that the Plaintiffs had no right to remove Commercial Realty Group from the case. The Defendants cannot have it both ways and the Defendants Preliminary Objection to withdrawing the Complaint against Commercial Realty Group, Inc. is disingenuous. 2 3. Denied. Defendants filed Preliminary Objections to the Complaint and Plaintiffs had the right to file an Amended Complaint as of course. See Pa.R.C.P. 1028 (c)(1). Plaintiffs can remove a Defendant when filing the Amended Complaint to cure the Preliminary Objection. Defendant Commercial Realty Group, Inc. is merely upset because it was not dismissed with prejudice. However, Defendant Commercial Realty Group, Inc has no right to be dismissed with prejudice, nor has it set forth any legal authority as to why it believes it should be dismissed with prejudice. 4. Denied. As state above, the Plaintiffs have the right to file an Amended Complaint once Defendants filed Preliminary Objections. Plaintiffs can chose not to list a Defendant in the Amended Complaint if they so decide. Defendant Commercial Realty Group, Inc. has no right to be dismissed with prejudice and has not set forth any legal authority to support its theory that it should be dismissed with prejudice. WHEREFORE, Plaintiffs request that this Court issue an Order denying Defendants' Preliminary Objections and requiring Defendant Multistate Properties to Answer Plaintiffs Amended Complaint. 5. Denied. Plaintiffs are unaware of the allegations in the Amended Complaint that the Defendants are referring to which supposedly allege notices were given. The Defendants do not refer to a specific paragraph of the Complaint, which they claim to be objectionable; therefore, it is impossible for Plaintiffs to discern what they are objecting to specifically. 6. Denied. Paragraph 17 of the Complaint alleges that rent payments were made until April of 2007 and then that rent owed after April of 2007 was offset by monies owed to the Plaintiffs by the Defendants. It is denied that anything more is required. 3 7. Admitted in part. Denied in part. It is admitted that other than for the pavement of the parking lot, the Plaintiffs have not alleged that they complied with the construction procedures in the lease. It is denied that they are required to comply with all construction procedures under the lease to recover under theories of Unjust Enrichment, Conversion, or Quantum Meruit. WHEREFORE, Plaintiffs request that this Court issue an Order denying Defendants' Preliminary Objections and requiring Defendant Multistate Properties to Answer Plaintiffs Amended Complaint. 8. Denied. The Defendants have not set forth any specific allegations or allegation which would render the Plaintiffs Amended Complaint legally insufficient. 9. Admitted. By way of further explanation, Paragraph 30 should have referenced the improvements listed in paragraph 24, not paragraph 15. Nonetheless, the improvements are listed in Paragraph 24 of the Amended Complaint. WHEREFORE, Plaintiffs request that this Court issue an Order denying Defendants' Preliminary Objections and requiring Defendant Multistate Properties to Answer Plaintiffs' Amended Complaint. Respectfully submitted, Date: Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Roeder & Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs 4 j IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, V. Plaintiffs MULTI STATE PROPERTIES, INC., Defendant No. 07-7587 CIVIL ACTION CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Albert J. Hajjar, Esquire Hajjar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 ?js?? Dated: 44- Douglas R. Roeder, Esquire 5 w ? ct, cn t 2 _. u) 4 ` ` { +C? -o X} C PRAECIPE FOR LISTING CASE FOR ARGUMENT (Must be typewritten and submitted in duplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the next Argument Court.) CAPTION OF CASE (entire caption must be stated in full) Sang Kyu Kwak and Jeanyoung S. Sol, Plaintiffs vs. Multi State Properties, Inc. Defendant No. 07-7587 . Civil Term 1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to complaint, etc.): Defendants' Preliminary Objections to Plaintiffs' Amended Complaint 2. Identify all counsel who will argue cases: (a) for plaintiffs: Douglas R. Roeder, Es (Name and Address) 711 N. 2nd Street, Suite 2, Harrisburg, PA 17102 (b) for defendants: Albert J. Hajiar, Esq. (Name and Address) 1300 Market Street, Suit-t- A, Lemoyne., PA 17043 3. 1 will notify all parties in writing within two days that this case has been listed for argument. 4. Argument Court Date: Date: I f 01S Signature Douglas R. Roeder Print your name Plaintiffs Attorney for INSTRUCTIONS: 1. Two copies of all briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) before argument. 2. The moving party shall file and serve their brief 12 days prior to argument. 3. The responding party shall file their brief 5 days prior to argument. 4. If argument is continued new briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) after the case is relisted. --? ?. ? ? ? '? r.c ? ' . ..,,, ? .;_ s . ?_ -? ? ?''; , ? ._ 7 ,y, ' ' ` G^ i.r3 SANG KYU KWAK and IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. CIVIL ACTION - LAW MULTISTATE PROPERTIES, INC., Defendant NO. 07-7587 CIVIL TERM IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFFS' AMENDED COMPLAINT BEFORE HESS, OLER and GUIDO, JJ. ORDER OF COURT AND NOW, this 9th day of July, 2008, upon consideration of Defendants' Preliminary Objections to Plaintiffs' Amended Complaint, and following oral argument held on July 9, 2008, the preliminary objections are denied and Defendant Multi State Properties, Inc., is afforded a period of 20 days from the date of this order to file an answer to Plaintiffs' amended complaint. NOTHING IN THIS ORDER is intended to represent a ruling as to whether Plaintiffs' withdrawal of its claims against Defendant Commercial Realty Group, Inc., by way of the filing of an amended complaint in response to Defendants' original preliminary objections was with or without prejudice. BY THE COURT, J. Wesley Ole) Jr., Douglas R. Roeder, Esq. 711 N. Second Street Suite 2 Harrisburg, PA 17102 Attorney for Plaintiffs ?? 1 ?,? w ???? ???r,,r- n ? , h??- ?t???'-C1? Albert J. Hajjar, Esq. Hajjar Law Offices 1300 Market Street Suite A Lemoyne, PA 17043 Attorney for Defendants b SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs VS. MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP. INC., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. 07-7587 Civil Action - Law ANSWER, NEW MATTER AND COUNTERCLAIM OF DEFENDANT MULTI STATE PROPERTIES, INC. TO PLAINTIFFS' AMENDED COMPLAINT ANSWER Defendant Multi State Properties, Inc., by its attorney, Albert J. Hajjar, files this Answer to Plaintiffs' Amended Complaint. 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Denied as stated. The security deposit was not "retained." There was a security deposit of $7,000.00 paid by Plaintiffs at the time of execution of the Lease. 6. Denied. There was never a dispute between the parties as to payment of real estate taxes. Both parties were, at all times relevant hereto, under the impression that the lease required the payment of real estate taxes and both parties, at all times relevant hereto, acted as if the lease required the payment of real estate taxes. To the extent that the Lease failed to state that Plaintiffs are obligated to pay the real estate taxes, such omission was a mutual mistake that should be corrected by reformation of the Lease. 7. Denied. Plaintiffs paid no real estate taxes "during the period of time they were in the leased property." Their only payment of real estate taxes was in the amount of $1,616.72 and that payment was made when they signed the Lease on November 10, 2006. 8. Admitted in part and denied in part. It is admitted that the provisions of the written lease, attached to the Amended Complaint as Exhibit "A," does not have a provision requiring the Plaintiffs to pay the real estate taxes but both parties had agreed prior to signing the written lease that Plaintiffs would pay the real estate taxes and both parties at all times on and after the lease was executed acted on the understanding that Plaintiffs would pay the real estate taxes and, therefore, any omission of this condition in the written lease was a mutual mistake that should be corrected by reformation of the lease. COUNT I - BREACH OF CONTRACT The responses set forth above, to the allegations in Paragraphs 1 through 8 of the Amended Complaint, are incorporated herein by reference. 9. Denied. At all times, both parties were under the impression that real estate taxes were to be paid by Plaintiffs and there was never any dispute or disagreement, or even any conversation or communication, between them about the payment of real estate taxes. Further, the charges for real estate taxes appeared on statements sent by Defendant to Plaintiffs without any objection made by Plaintiffs. 10. Denied. The allegations of Paragraph 11 are a conclusion of law and no response is required. To the extent such allegations are allegations of fact they are denied as both parties were acting pursuant to an understanding that real estate taxes were to be paid by Plaintiffs. Page 2 11. Denied. Section 6.02 speaks for itself and no answer is required. Moreover, the allegations are denied because no responsibility is imposed upon Defendant until and unless Plaintiffs took certain steps enumerated in said Section, and elsewhere in the lease, which Plaintiffs did not take. 12. Denied. Plaintiffs never gave Defendant any of the information that was supposed to be given to Defendant before the work was done and never gave Defendant any information about the work until long after Plaintiffs breached the lease by failing to make rent payments and long after Defendant terminated the lease. 13. Denied. Plaintiffs never made a request for such payment. 14. Denied. The allegation of Paragraph 15 is a conclusion of law and no response is required. Moreover, to the extent such allegation is an allegation of fact, it is denied as Plaintiffs never took the action required in order for Plaintiffs to have the work done. 15. Denied. The allegation of Paragraph 16 is a conclusion of law and no response is required. Moreover, to the extent such allegation is an allegation of fact, it is denied as there was no obligation on the part of Defendant to offset rent payments by the security deposit or real estate tax payments and Plaintiffs were not entitled to any payment for the parking lot because they never provided the information the Lease required. 16. Denied that Plaintiffs complied with all terms of the Lease except nonpayment of rent after April, 2007. On the contrary, Plaintiffs did not comply with many of the obligations imposed upon them by the Lease, including, but not limited to, their nonpayment of rent for April, 2007, their failure to comply with the terms relating to the parking lot, their failure to obtain the insurance required by the Lease and their failure to comply with the provisions relating to the construction of building improvements as required by the Lease. Page 3 17. Admitted. 18. Denied. The allegation of Paragraph 19 is a conclusion of law and requires no answer. Moreover, Defendant's actions in locking Plaintiffs out of the building were taken only after Plaintiffs breached the Lease by failing to pay rent and other charges and Plaintiffs never responded to a notice of Default sent to each of the Defendants in accordance with the provisions of the Lease. 19. Denied. Defendants have no knowledge or belief as to the allegations of Paragraph 20 and such allegations, therefore, are denied and proof thereof demanded. 20. Denied. The reference to a breach of contract is a conclusion of law and requires no answer. Moreover, the Defendant has no knowledge or belief as to the factual allegations of Paragraph 21 and such allegations, therefore, are denied and proof thereof demanded. 21. Denied. Plaintiffs failed to do many things for which they were obligated, including but not limited to providing certain plans to Defendant, complying with insurance provisions and obtaining and filing stipulations against liens from contractors. WHEREFORE, Defendant respectfully requests that the claims under this Count be dismissed and judgment entered for Defendant. COUNT II - UNJUST ENRICHMENT 22. The responses set forth above, to the allegations in Paragraphs 1 through 22 of the Amended Complaint, are incorporated herein by reference. Page 4 23. Denied. The Defendant has no knowledge or belief as to the factual allegations of Paragraph 24 and such allegations, therefore, are denied and proof thereof demanded. 24. Denied. Defendant had no knowledge of any work done by Plaintiffs. Moreover, Defendant has no knowledge or belief as to the specific factual allegations of Paragraph 25 as to work done and such allegations, therefore, are denied and proof thereof demanded. 25. Denied. Defendant never received any communications from Plaintiffs indicating monies owed to Plaintiffs by Defendant and Defendant never received any communications from Plaintiffs in response to communications from Defendant to Plaintiffs as to monies owed by Plaintiffs to Defendant. WHEREFORE, Defendant respectfully requests that the claims under this Count be dismissed and judgment entered for Defendant. COUNT III - CONVERSION 26. The responses set forth above, to the allegations in Paragraphs 1 through 26 of the Amended Complaint, are incorporated herein by reference. 27. Denied. Defendant has no knowledge or belief as to the allegations of Paragraph 28 and such allegations, therefore, are denied and proof thereof demanded. 28. Admitted. 29. Denied. The Defendant has no knowledge or belief as to the allegations of Paragraph 30 and such allegations, therefore, are denied and proof thereof demanded. Page 5 WHEREFORE, Defendant respectfully requests that the claims under this Count be dismissed and judgment entered for Defendant. COUNT IV - QUANTUM MERUIT 30. Denied. The responses set forth above, to the allegations in Paragraphs 1 through 30 of the Amended Complaint, are incorporated herein by reference. 31. Admitted in part and denied in part. It is admitted that Defendant locked Plaintiffs out of the property. Defendant has no knowledge or belief as to all remaining allegations of Paragraph 32 and such allegations, therefore, are denied and proof thereof demanded. 32. Denied. Defendant has no knowledge or belief as to the allegations of Paragraph 33 and such allegations, therefore, are denied and proof thereof demanded. 33. Denied. Plaintiffs and Defendant never communicated with each other about the real estate taxes except for the understanding they entered into originally prior to the execution of the lease and, once the lease became effective, both parties operated under the belief that Plaintiffs were obligated to pay the real estate taxes. As to the statement regarding Plaintiffs' responsibility, such statement is a conclusion of law and requires no answer. Moreover, the actual amount paid by Plaintiffs for real estate taxes was $1,616.72. 34. The allegations of Paragraph 35 are conclusions of law and require no answer. To the extent these allegations are allegations of fact, Defendant is without knowledge or belief as to the truth or falsity of said allegations and the allegations, therefore, are denied and proof thereof demanded. Page 6 WHEREFORE, Defendant respectfully requests that the claims under this Count be dismissed, that the Complaint be dismissed and that judgment be entered for Defendant and against Plaintiffs. NEW MATTER 35. Prior to execution of the Lease, Plaintiffs, on October 29, 2006, in the presence of Thomas Mallios, a real estate broker who had brought the parties together, executed a Proposal to Lease and an Addendum to Proposal to Lease, a copy of each of which is attached hereto as Defendant's Exhibit "A." 36. At the time they executed the Lease, on November 10, 2006, Plaintiffs participated with Thomas Mallios in determining the current real estate taxes that were owed by Plaintiffs for the period from the date of execution of the lease to the end of the then current real estate tax periods and, upon such determination, Plaintiffs paid the real estate taxes. 37. At the time they paid the real estate taxes, Plaintiffs also made the payment for the first full months' rent due under the Lease, i.e., $3,500.00 for the month of March, 2007. A copy of the check for the real estate tax payment, together with a copy of the check for the March, 2007 rent payment, is attached hereto as Defendant's Exhibit "B." 38. On or about April 18, 2007, Phillip J. Bayer, on behalf of Defendant, delivered a handwritten letter to Plaintiffs, advising them the April rent was past due and requesting payment. A copy of the letter is attached hereto as Defendant's Exhibit "C." 39. No response to the letter, of any kind, was ever received by Defendant nor was payment of the April rent made. Page 7 40. On or about May 17, 2007, the said Phillip J. Bayer, on behalf of Defendant, sent Plaintiffs a notice pursuant to the notice provisions of the Lease, advising Plaintiffs that both the April and May rent were past due and that Plaintiffs were in default of the Lease. A copy of that notice is attached hereto as Defendant's Exhibit "D." 41. No response of any kind was ever received by Defendant nor was payment of either the April or May rent ever made by Plaintiffs. 42. On or about July 26, 2007, attorney Albert J. Hajjar, on behalf of Defendant, sent Plaintiffs a letter advising them that because of their continued default, the lease was terminated. A copy of the letter is attached hereto as Defendant's Exhibit "E." 43. Although under the terms of the lease the Plaintiffs were responsible for rent from February 8 through February 28, 2007, Phillip J. Bayer, on behalf of Defendant, had advised Plaintiffs that Defendant would waive that rental payment. 44. On or about the time Defendant terminated the Lease, Defendant discovered that Plaintiffs had breached the Lease in many other respects, including but not limited to: (a) Failing to submit plans to Defendant in accordance with Section 6.06; (b) Performing construction work on the building without having obtained and filed a stipulation against liens by contractors and subcontractors as required by Section 6.10; (c) Failing to obtain the insurance required by Sections 6.06 and 8.03. DEFENDANT'S COUNTERCLAIM AGAINST PLAINTIFFS 46. As a direct result of Plaintiffs' actions which led to the termination of the Lease, Defendant incurred many expenses. Although Defendant made reasonable efforts to minimize these expenses by attempting to re-lease the property, Defendant incurred out-of- Page 8 pocket expenses of $49,524.82, which amount includes loss of rent payments and late charges for the period from April 1, 2007 until February 1, 2008, when a new tenant leased the property, loss of real estate taxes and sewer charges during that period, insurance costs during that period, real estate broker payment, certain attorneys' fees and various miscellaneous charges. 47. Any omission in the lease of an obligation on the part of Plaintiffs to pay real estate taxes was a mutual mistake and, to that extent, the lease should be reformed to provide for such payments. WHEREFORE, Defendant requests that judgment be entered in favor of Defendant and against Plaintiffs, singly and jointly, in the amount of $49,524.82 and the lease should be reformed as set forth above. jar, Attorney for Defendants Hajjar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 Tel: 319-0713 Fax: 761-3446 To: Plaintiffs You are hereby notified to plead to the New Matter and Counterclaim above, within twenty days of service hereof, or judgment may be entered against you. Al *JI#aJjar, Attorney for Defendant Page 9 x i COMNUMAL i SOC lr?KP:' ', SE3t' t ??45.1?E1A.',TT'. ?E'+13t3.VhTiFk IT?S.? ,t4,:L S: Atl;=S; P.G DGxEILaisA+wAtli .aILMNSr=:Ailt ,lv;r;u tRf?PCxStiL TO LEh?T 1, X meofLowr Pl?,L?? ??}TQ -VX" ?,? , J?c11tiYOflC Z. 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AVETHE.Ei,F•"S'7Y.t_4391Crh6R.lz!?i.F?' rfWWIt.T L„ilv*1t1 L E S Z. f'rds Was for f° arkiag j;, 1=u skaG ahnvyi be wbordioase to a morgW. !q. -I-" acsaar:t+en AddaadVA ttt :-(any) form R Part of" f'aopasal iQ I&W aad it "by .•S-nA+?a+.i inn Ha rrfarencz tAeatsa. SF,E AD1)L DUNI tl• i? a pfOQ°? and i, :YOT s lsirdiag a>:feeaaeaf ijisP iL to fae#Nestee negopas3Las gntsso?t K: a fas w t, Nuot2a k.0c ag>era+ent.. it is fw,%j w+ 944WWW" tilt Seitk rty is to abeve prufa mw NOW Laid i+ropaaw2? am iwctadad to r k&vgka;s mam mad Laid arxa+a.7 As#Lr+w f , 117 N.w:':nr ar-i.,e+°?'nc?*r.+. aW W: cc ,u? Defendant's Exhibit "A" Page 1 RE, 3601 141AKKLI KI-REFTT, t':tMP HILL. PA 17011 I SS() I2: PHILLITI.I. BANTA LESSEE'' A .iV VN t ON N. `(?I_ & SAM; KIA KNN .anti 1.;TNOII tile F_i 51 -.7e all %:ccivc E.hr,_c E111?PLl_5 of }T: L' ^S'i? i.t rtt'?t.)LI?! ult ( !;1'?'.1TrlT: , } i-• c + ''nc p.Cl : t v.' Y- ?, "1 1•' 11 t S f7i :'a ll l'l i.' ;'_' 1: 1Vo ilir. E ,I. : c?rFU.- lir?1'Ilrc•?_ ?'ear?-.ref ?I?_ i;??s tt'1t1. -? on, 'and the i i 1' .fitC ?s `;tl r Lut! ill i',C1o i7ritil:Y, a , :iC •-1• I.. r;i,i ! { ?...?.' R•?{? Sr`1 1 .11. x.O !{2., i(?RF t?F }'•Cl?lfat' ll"i• }':_ll- lll+_ .,il r"r?:?1- i[i i :I?:; -11" 7! 1 {? C'l?1?. it;`!YY?; ClIYt:: 11Yij Ut?rl'; +.i..?u? Silt 1'.1"tlfT E'?! shall lair :U 4 l-.'%al 311d f. C" _ _?.. 1 N. 0 I )ATE DATE Defendant's Exhibit "A" Page 2. 1 -- . MF i h , ` e . rte; » 4 _ av i ' s Defendant's Exhibit "B" Mr. Phillip J. Bayer p 0 N"' t •Y1 .t [ I l? V -Y '7e.- . ;?a' ?1L...-s^a.. _.r(Y(, ?- P..? i- t- EE -Y'? ? t. ?!{'?.i c'P?,l3 ?ti 4?tYt4?pt_ d ?+'tt? ?: ? c. •a.? ??'t',. '?,_„• M » ` ?, ,v?.+,• *f r '-.., a'Y'tA ?R?'.y+ >c L .'? C 1`,? c ?T, (• Q t- ?1 p. !... y ti -17 3 1 1-k T 4` ?? i \ Waty .... 4•? k '?.k;1?? ? '`........? ? '? is -..,ti '? Lt?+^'' E ? - i (r ' C_ €, 4v ,'-J'. :T: O_ i € ,T° -TL,; i N4 14 AJ s, x:#v± a.r t' }?J? to ? tca } A A7 ti. - YAK y.•,,:,_ Defendant's Exhibit "C" 1 UIiTt STATE PlROPEItMS JNQC. P.O. Box 96 m ERRic K, -NIN'l l %6-096 a'is t'ertified flail - Return Rereipt R - uested ?saont ti. ti:'•. Vii? TZ#ver al RIvO Mc4:hanicstntr A 17055,} Sane K,, u Kw-ak is"'I Li:u s i Lae; '?.•1z?ettitnir:h'.ra?, i'•? 1 t;?;? Le- 366,1 urkeT sz;-cc, i:Zimp Hilt, ttris?'la zr?e:: alt€_uwlt o .:,kior 15A)l o the Ix4sc bcl-•xcrsr you an` Multi State Propertire inc. `c-ij are z +th? 1111tJi1e-d dh,?z vu hilVr t1110d 'Q pa:, R.ctit al)d Make 011.07 F•:i?rrcTr s r;?azeired of vwj grdcr the Le-vie arid. if tfirez?t umountb are not paid on or bcfurr May 28, 2007, the Lcase will be tertainat".1 and the Lyadturd will take immediare usxe sior `}? x.^t?>urt vu u, € '.939.0 snd i tL7udt the ft>I}c-vvi,ng: .Monthly Rcpt •- Apr„ ??.?t?ti Uri _ iic' L''SlT - .1 at rvn" rtl RL T x t,'otmt} -*Tc-, n>hijr (i 4."• , :±i core N . - State P opc:Iics. inc. illi J. Bayer, PresidKn-t ? LVurteNN• 4 this notice i:t bclug scar b rc uiar mail to eadi T cnartt at tnc :.cidress abot•e. Defendant's Exhibit "D" TIDE IL AR 1,.&--VV' OFFICE <ttKt N-fARK1•" T 5%TRVJ:7- 5L'TI'1'. A (717) 761- 1115 1.1•'.11t)YNF, PA. 1704-3 Fa%7 1717} 76,-S•1.1ti :,?LlivR-.,..t. I1:gI1-kti Jul%- 7.6_ _'W`7 Certified 4lail ? ?ctut-n Rrrs=i)ni Regctrstecl ,1 ( )'t,} = ' y r,1. t ; t• t?3,'t `? ?35a1 Riverdale Blvd. ?. t !<?1rclttnicLur?. r.1 1'(351) is, '? 4, c. Sant; Kyu Ism-ak ` L 1`04 s.ouisa 1-ant fact ?nic l?ttr , PA 170} )O tte: ".001 market SIrcm t'antp 1i11. lTtnns?i•:ttl;: a'eelrc;4t_1',JJT.ti 512tc? 1'rt)pcru ittc..'.he o?irrr o the alurtw pct r n?.cc4 p c?Ir;it, ttd *h1 Ins lc-ird in tile i.cLt%e dated 1 cworubc'r W, 2006. 1r1 a latter ui MaV 17, 2007. YOU Were ,:d4isetl that 'f V 1t t hided to make certain imyment5 t?;on tiuc, by nlav 28, 2007. vour would, be wrminated att.i the Landlord wo-ild LaAe rnss Nsio n. it :N -nX' Uliderst-anciing tluat vot, have is:i1cd to ninkc t )011 Tvazy"74ems at'lu..• Lhcrolom. thy. I -eo4c ha:. but.:11 wMlinaced Attu the ' illll ltil?l h?,: (oaken !?C?t ?tiClQn_ 1 U11 arc ativked :11a? you slivuld math: no attempt to ?-wcr L-,pomi the hiAdding or the Dr41Ltsc`-. RY V01i Ur ti`OUr a110MC-I'_ti ha e any qu%;a. ion tbo ut tali 31i:f s oontact r't,C?i3t: ?ttt.?1 ry. l %ttYtcS?' Cis !tt' 01 L'€ ', 1%mcr are i-ei31g ;ent by regnAar mui.. Defendant's Exhibit "E" VERIFICATION I, PHILLIP J. BAYER, do hereby certify that I am President of Multi State Properties, Inc., one of the Defendants in this matter, that the statements made in the foregoing document are true and correct to the best of my knowledge, information and belief and that this verification is subject to the penalties of 18 Pa. C.S. §4904, relating to unworn falsification to authorities. Phillip J. Bayer SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs VS. MULTI STATE PROPERTIES, INC. and COMMERCIAL REALTY GROUP, INC. Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : No. 07-7587 Civil Action - Law CERTIFICATE OF SERVICE I, Albert J. Hajjar, do hereby certify that I am this day serving the foregoing document upon the person and in the manner indicated below: By personal delivery to the office of Douglas R. Roeder, Esquire Law Office of Roeder & Roeder 711 N. Second Street - Suite 2 Harrisburg, PA 17102 July 31, 2008 r-? N ?:., c. ? _:?? ,? ., r_zy ?.? 'Tl r , L.._ ?-1 i.,.._. ?5 r -. _ t::? ?.i1 -.? r LAW OFFICES OF ROEDER & ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant To: MULTISTATE PROPERTIES, INC. : c/o Albert J. Hajjar, Esquire You are hereby notified to file a written response to the attached Preliminary Objections to Defendant's Answer, New Matter and Counterclaim within twenty (20) days from service hereof or a judgment may be entered against you. By: 11?, Douglas R. Roeder, Esquire IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant PLAINTIFFS' PRELIMINARY OBJECTIONS TO DEFENDANT'S ANSWER, NEW MATTER AND COUNTERCLAIM NOW COMES, Plaintiffs, Sang Kyu Kwak and Jeanyoung Sol by and through their attorney, Douglas R. Roeder, Esquire and set forth as follows in support of these Preliminarily Objections to Defendant's Answer, New Matter and Counterclaim: PRELIMINARY OBJECTION FOR INSUFFICIENT SPECIFICITY OF A PLEADING PURSUANT TO Pa RCP 1028 (a)(3) 1. Defendant has made a Counterclaim against Plaintiffs for alleged "out-of-pocket expenses of $49,524.82". 2. Paragraph 46 of the Defendant's Counterclaim generally alleges the Defendant's counterclaim of $49,524.82. Paragraph 46 states as follows regarding the alleged damages, "...includes loss of rent and late charges for the period from April 1, 2007 through February 1, 2008, when a new tenant leased the property, loss of real estate taxes and sewer charges during that period, insurance costs during that period, real estate broker payment, certain attorneys' fees and various miscellaneous charges." However, there is no breakdown whatsoever of the alleged expenses. 3. Plaintiffs are unable to discern how the alleged damages total $49,524.82. 4. Plaintiffs are unable to discern the specific amount of damages for any of the alleged categories of damages. 5. Defendant is required to plead specifically in its counterclaim and give an itemization of the alleged expenses it is claiming. See Commonwealth Dept. of Transportation v. Shipley Humble Oil Co., 29 Pa.Commw. 171, 370 A.2d 438 (1977). 6. Plaintiff is unable answer the Defendant's New Matter without knowing the specific amounts of the different damages/expenses that were allegedly incurred. WHEREFORE, Plaintiffs request that this Honorable Court dismiss the Defendant's Counterclaim or alternatively require that the Defendant specifically plead the alleged amounts of damages that total the figure of $49,524.82. Date: 9 _ 6 .-Cg Respectfully submitted, Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Douglas K Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs c IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Albert J. Hajjar, Esquire Hajjar Law Offices 1300 Market Street - Suite A Lemoyne, PA 17043 Dated: -08" Douglas R. Roeder, Esquire 4 v fi n ? w w Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kqiilesi)ie@btpalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA V. MULTI STATE PROPERTIES, INC., Defendant : Docket No. 07-7587 : CIVIL ACTION : JURY TRIAL DEMANDED AMENDED COUNTERCLAIM - BREACH OF CONTRACT The Defendant, Multi State Properties, Inc., by and through its counsel, Kevin D. Gillespie, Esq., and BOSWELL, TINTNER & PICCOLA, file this Amended Counterclaim, and in support thereof, states the following: 46. Defendant, Multi State Properties, Inc., incorporates paragraphs 1 through 45 of its original Answer and New Matter as if more fully set forth herein. 47. Plaintiffs Sang Kyu Kwak and Jeanyoung S. Sol breached the terms of the underlying Agreement of Lease in multiple regards, including but not limited to: failing to make timely rent payments as was required under the Lease; failing to obtain their landlord, Multi State Properties, Inc.'s, consent for, or otherwise keep it fully apprised of, the repairs and/or improvements being made to the underlying rental location; failing to obtain the requisite insurance as was required under the Lease; and failing to provide estimates for paving of the location to the landlord, Multi State Properties, Inc., so that the landlord could make an informed decision regarding selection of the paving contractor, as was its right under the Lease. 48. As a direct result of Plaintiffs' breach of the Agreement for Lease, and despite reasonable efforts to minimize same, Defendant, Multi State Properties, Inc., sustained/incurred the following damages: a. $36,750.00 for lost rent and late charges from April 2007 through January 2008; b. $679.76 in county and township taxes for 2007; C. $2,455.33 in school district taxes in 2007-08; d. $252.84 for sewer taxes for the final three quarters of 2007; e. $2,100.00 in rental/broker fee paid to Commercial Group, Inc.; f. $500.00 for purchase of ice machine left behind by Plaintiff at rental location; g. $1,442.90 in insurance costs/expenses; h. $103.75 for removal of sign from rental location; $90.00 in locksmith charges for change of locks; and j. $50.24 for electric bills. 49. Asa direct result of Plaintiffs' breach of the Agreement for Lease, and despite reasonable efforts to minimize same, Defendant, Multi State Properties, Inc., sustained/incurred damages totaling $44,424.82. 50. To the extent that the Agreement for Lease is silent with regard to tax payments of any kind, Defendant submits that any such omission was one of mutual mistake that therefore requires reformation of the Lease to provide for such payments to be made by the tenants, Plaintiffs Sang Kyu Kwak and Jeanyoung S. Sol, to their landlord, Defendant, Multi State Properties, Inc. WHEREFORE, the Defendant, Multi State Properties, Inc., hereby respectfully requests that judgment be entered in its favor and against Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, singularly and jointly, in the amount of $44,424.82. Respectfully Submitted, Dated: 10-3 -029) JKvevirl D. Gillespie, E uire Supreme Court ID #78758 BOSWELL, TINTNER & PICCOLA 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 Counsel for Defendant, Multi State Properties, Inc. c^108 FRI 02:^3 PM BOS, TIN, PICC & A.F. FAX NO. 717 236 9316 P. 01/01 1, Phillip J. Bayer, President of Multi State Properties, Inc. hereby verify that the facts contained in the foregoing Defendant's Counterclaim - Breach of Contract are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are subject to the penalties of 18 Pa.C.S.A. §4944 relating to unswom falsification to authorities. Phillip J. Bayer, silent Multi State Properties, Inc. Date: /0 12 Loe 2008-09-26 04:16 Harrisburg PA 717 236 9316 Page 1 CERTIFICATE OF SERVICE I do hereby certify that I have served a true and correct copy of the foregoing Defendant's Amended Counterclaim - Breach of Contract by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 By: Ke in D. Gillespie, Esq e Date: 10 ` 0 ?? f•. •: 1 ?} ?1 l r ? t??w (!? _ ? ? ? i s? ? ?? < ° ? j ?r (`y.: LAW OFFICES OF ROEDER & ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant ANSWER TO AMENDED COUNTERCLAIM NOW COMES, Plaintiffs, Sang Kyu Kwak and Jeanyoung Sol by and through their attorney, Douglas R. Roeder, Esquire and set answers the Defendant's Amended Counterclaim as follows: 46. No answer is required. 47. Admitted in part. Denied in part. It is true that Plaintiffs did not make all rent payments timely because Defendant failed to reimburse Plaintiffs for monies Defendant owed Plaintiffs, particularly for the cost of the pavement of the parking lot. Multistate Properties was fully aware of all improvements being made to the real estate and often stopped by to view the improvements being made. The required insurance was obtained by Plaintiff and a copy was furnished to Multistate Properties. Multistate Properties was provided with a copy of the estimate for the paving and knew it would take place. 48. a. Denied. Rent was not paid from April through July to offset monies owed to the Plaintiffs by the Defendant. Plaintiffs were locked out of the property on July 26, 2008 and deny any responsibility for rent thereafter. Moreover, Defendant kept a security deposit of $7,000.00 which was retained by the Defendant and not accounted for in the counterclaim. b. Denied. Plaintiffs were not responsible for taxes under the lease and Defendant is barred from seeking reimbursement for taxes by the Statute of Frauds as a written lease exists. c. Denied. Plaintiffs were not responsible for taxes under the lease and Defendant is barred from seeking reimbursement for taxes by the Statute of Frauds as a written lease exists. d. Denied. Plaintiffs were not responsible for taxes under the lease and Defendant is barred from seeking reimbursement for taxes by the Statute of Frauds as a written lease exists. e. Denied. After a reasonable investigation Plaintiffs are unaware of what the Defendant may have paid a broker and further denies any liability for a broker's fee. f. Denied. After a reasonable investigation Plaintiffs are unaware of what charge may have been incurred for an ice machine. Moreover, any cost incurred was because Plaintiffs were locked out of the real estate and could not access the ice machine. g. Denied. After a reasonable investigation Plaintiffs are unaware of what insurance costs/expense was incurred by the Defendant. Moreover, Plaintiffs did obtain the insurance required under the lease. h. Denied. After a reasonable investigation Plaintiffs are unaware of any charge that Defendant may have incurred to remove a sign. Moreover, Plaintiffs deny any responsibility for such a charge. i. Denied. After a reasonable investigation Plaintiffs are unaware of any charge that Defendant may have incurred for a change of locks. Moreover, Plaintiffs deny any responsibility for such a charge. j. Denied. After a reasonable investigation Plaintiffs are unaware of any charge that Defendant may have incurred for electric bills. Moreover, Plaintiffs deny any responsibility for such a charge. 49. Denied. The allegations of paragraph 49 are denied for the reasons state above. 50. Denied. Plaintiffs have no responsibility for taxes under the lease and Defendants are barred by the Statue of Frauds from claiming that Plaintiffs are responsible for taxes as a written lease exists. WHEREFORE, Plaintiffs pray that this Honorable Court dismiss the Defendants Counterclaim. Date: ) 0 -1? "N Respectfully submitted, &4::- "V44, i Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Roeder & Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 238-2933 Attorney for Plaintiffs VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unsworn falsification to authorities. Dated: ?b YD a ?' SANG YU KWAK VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unsworn falsification to authorities. Dated: 6 2-o - O 0 JEA YOUNG S. SOL IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. No. 07-7587 CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Kevin D. Gillespie, Esquire Boswell Tintner & Piccola 315 North Front Street PO Box 741 Harrisburg, PA 17108-0741 -6q- "'?- Dated: I ?? l? 9, 4u&-- V I Douglas R. Roeder, Esquire ?? -? ? r"?? f i ; ?? c?'x --? '.,-, r. E__ i K.?a?.- ? ? - s ?": -- -1 r ? ? ? ? ? Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kgillespie Q btpalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA V. MULTI STATE PROPERTIES, INC., Defendant : Docket No. 07-7587 : CIVIL ACTION : JURY TRIAL DEMANDED MOTION TO COMPEL PLAINTIFFS' RESPONSE TO DEFENDANT'S FIRST SET OF INTEFRROGATORIES AND REQUESTS FOR PRODUCTION OF DOCUMENTS AND FOR SANCTIONS Pursuant to Pa.R.Civ.P. 4019 and Local Rule 208.3(a), the Defendant, Multi State Properties, Inc., by and through its counsel, Kevin D. Gillespie, Esq., and BOSWELL, TINTNER & PICCOLA, hereby file the instant Motion to Compel Plaintiffs' Response to Defendant's First Set of Interrogatories and Requests for Production of Documents and for Sanctions, and in support thereof, avers as follows: 1. Movant is Defendant Multi State Properties, Inc. 2. The instant case arises from reciprocal allegations of breach of contract associated with a commercial lease. 3. On or about January 15, 2009, the Defendant, through counsel, served upon counsel for Plaintiffs its First Set of Interrogatories and Requests for Production of Documents (hereinafter, the "Defendant's Discovery Requests"). True and correct copies of the Defendant's Discovery Requests are attached hereto and marked Exhibits "A" and "B," respectively. 4. Pursuant to applicable rules governing discovery, Plaintiffs' Responses were due on or about February 16, 2009. 5. Counsel for Defendant received a telephone call from counsel for Plaintiffs on February 18, 2009, wherein a request for an extension was made. Counsel for Defendant granted Plaintiffs' counsel's request and it was then agreed that Plaintiffs would produce their answers and responses to Defendant's Discovery Requests no later than March 13, 2009. A true and correct copy of Plaintiffs' counsel's February 19, 2009 letter confirming this agreement is attached hereto and marked Exhibit "C." 6. As of the date of the presentation of this Motion to the Court, Plaintiffs have failed to provide Defendant with any answers, responses or objections to the Defendant's Discovery Requests. 7. As of the date of the presentation of this Motion to the Court, Plaintiffs have failed to provide any excuse for their failure to respond to Defendant's Discovery Requests, nor have they indicated that additional time is required or requested for such compliance. 8. The Defendant's Discovery Requests seek information directly related to the Plaintiffs' Complaint and Defendant's Counterclaim. 9. The Defendant's Discovery Requests are reasonably calculated to lead to discoverable evidence and evidence which would be both relevant and admissible in the trial in this matter. 10. The Plaintiffs' ongoing failure to comply with and/or respond to the Defendant's Discovery Requests is prejudicial to the Defendant and its presentation of its own cause of action via Counterclaim, as well as its defense to Plaintiff's Complaint. 11. As a result of the Plaintiffs' failure to respond to the Defendant's Discovery Requests, the Defendant has incurred additional attorney's fees, in the amount of $462.50, to prepare the within Motion. An Affidavit from counsel for Defendant attesting to the amount of additional attorney's fees incurred is attached hereto and marked Exhibit "D." 12. Pursuant to Local Rule 208.2(d), counsel for Defendant contacted counsel for Plaintiffs on March 26, 2009 and requested his concurrence with the filling of the instant Motion and counsel for Plaintiffs indicated that he did not concur. WHEREFORE, Defendant respectfully requests that this Honorable Court enter an Order requiring Plaintiffs to answer and respond to the Defendant's Discovery Requests and serve those answers upon undersigned counsel within ten (10) days of the date of the Court's Order, and advising Plaintiffs that failure to comply will, upon subsequent motion by Defendant, result in the imposition of sanctions, including but not limited to those provided by Pa.R.Civ.P. 4019(c) and (g). Respectfully Submitted, By: Ivin WD. Gillespie, Esquir reme Court ID #787 8 BOSWELL, TINTNER & PICCOLA 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 Dated: 3L26 109 Counsel for Defendant, Multi State Properties, Inc. cz? ? p' U ° C 00P YJ Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kqillespie@btpalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : Docket No. 07-7587 : CIVIL ACTION : JURY TRIAL DEMANDED TO: Sang Kyu Kwak and Jeanyoung S. Sol, Plaintiffs C/O Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 DEFENDANT'S FIRST SET OF INTERROGATORIES DIRECTED TO PLAINTIFFS PLEASE TAKE NOTICE, that pursuant to the Pennsylvania Rules of Civil Procedure regarding Pre-trial Discovery, you are required to file the original of your answers and objections, if any, in writing and under oath, to the following Defendant's First Set of Interrogatories within thirty (30) days after service thereof. EXHIBIT I-jA,L-- These Interrogatories shall be deemed to be continuing in nature, in accordance with the applicable Pennsylvania Rules of Civil Procedure. If between the time of the filing of your original answers to these Interrogatories, and the time of trial of this matter, you or anyone acting on your behalf should gain knowledge of discoverable facts and/or the identity of persons that may be responsive to any of these requests or, if you should learn that any of your responses are either incomplete or are no longer correct, then you are required to promptly supplement your original Answers under oath to the undersigned. Respectfully submitted, BOSWELL, TINTNER & PIC OLA By: evin D. Gillespie, Es ire Supreme Court I.D. #78758 P. O. Box 741 315 North Front Street Harrisburg, PA 17108-0741 Counsel for Defendant, Multi State Properties Date: 1 //5 haq . DEFINITIONS The following Definitions are applicable to these Interrogatories: "Document" shall mean any written, printed, typed, or other graphic matter of any kind or nature, however produced or reproduced, including, but not limited to reports, memorandums, letters, notes, records, logs, cancelled checks, receipts, meeting minutes, photographs, charts, diagrams, blueprints, rosters, microfilms, video and audio tapes, electronically generated correspondence, punch cards, magnetic tapes, discs, data cells, drums, and any other data compilations from which any such information can be obtained. "Identify" or "Identity" means when used in reference to: (1) A natural person, his or her: (a) Full name; (b) Employer; (c) Job title; and (d) Present or last known residential address and telephone number, and employment address and telephone number. (2) A document: (a) Its description (e.g. letter, memorandum, report, meeting minutes, etc.), its title, and its date of origin; (b) Its subject matter; (c) Its author's identity; (d) Its addressee's identity; and (e) Its present location and its custodian's identity and job title. (3) An oral communication: (a) Its date of origin; (b) The location where it occurred; (c) Its substance/subject matter; ¦ (d) The identity of the person who made the communication; (e) The identity of each person to whom such communication was made; and (f) The identity of each and every person who was present when such communication was made. (4) A corporate or governmental entity, agency, department, or subdivision: (a) Its full name; (b) Its current business address and telephone number; and (c) The name of the person who is responsible for the management of said entity, agency, department, or subdivision. (5) In any other context: A description with sufficient particularity that the thing may thereafter be specified and recognized, including relevant dates and places, and the identification of all relevantly involved people, entities, and/or documents. (6) "Contract" means the occurrence that forms the basis of the cause of action or claim for relief set forth in the Plaintiff's Complaint, also known as the Lease Agreement between Plaintiffs and Defendant. (7) "Person" or "entity" means any natural person, partnership, association, corporation, entity, or governmental agency, department, or subdivision. (8) "Complaint" shall mean the pleading filed by Plaintiffs to institute the instant action. (9) "You" shall mean the Plaintiffs, individually and collectively, or any of either Plaintiffs' agents, employees, subcontractors, independent contractors, attorneys, or insurers. (10) The "Property," unless stated otherwise, shall be the commercial property situated at 3601 Market Street, Camp Hill, Pennsylvania, and shall include both the interior and the exterior portions (for example, the parking lot) of said location. 1. For each Plaintiff, please provide the following: a. Your full name; b. Each other name, if any, which you have previously used or by which you have been known; C. Your date of birth; d. Your social security number; e. Your current residential address; and f. Your present occupation and the name, address and telephone number of your present employer and/or place of business. ANS: -1- 1 2. For each Plaintiff, please provide their educational background, including but not limited to: a. The name and address of high school(s) attended; b. Years of attendance for each respective school; C. Year of graduation from high school, or last year attended; d. Any and all post-secondary education, including the years of attendance, address of school, and identification of degree(s), certificate(s) or licenses obtained. ANS: -2- 3. For each respective Plaintiff, please provide what, if any, experience and/or education they have in the culinary arts? ANS: -3- 4. For each Plaintiff, please provide what, if any, experience and/or education they have in restaurant management? ANS: -4- 5. Please identify each and every contractor, subcontractor or independent contractor who performed work at the Property at the request of Plaintiffs. For each such entity, please provide their business address and telephone number, the specific work performed by them at the Property, and whether the work had been completed or not prior to the termination of the lease. As part of your answer to this Interrogatory, please also produce copies of any and all documents evidencing estimates provided by, contracts executed between, or payments made to said entity. ANS: -5- 6. Please identify each and every supplier and/or vendor who delivered equipment or goods to the Property. For each such entity, please provide their business address and telephone number, the specific equipment or good(s) provided by said entity, and copies of any and all documents evidencing payment made for said equipment and/or good. ANS: -6- .I 7. Please identify any person whom you believe was a witness to the formation and/or revision of the underlying lease agreement between the Parties. To the extent that individuals are named other than the Plaintiffs, for each such individual, please identify whether he or she has a familial relationship with the you, or had or has a business relationship with you, and please specify said relationship. ANS: -7- ¦ . 8. Please specify each of the payments you allege you had made to the Defendant since the inception of the Lease in this case. For each, please provide the following: a. The amount of said payment; b. The date you allege said payment was made; C. What you believe said payment was made for; and d. Please also include, as part of your answer, any document in your possession evidencing and/or representing said payment. ANS: -8- 9. Please identify each and every piece of tangible property you claim was paid for by you, but left behind at the Property. For each, please also provide the following: a. Whether the property had been purchased or leased by you; b. The purchase and/or lease date; C. The purchase and/or lease price; d. If the property was leased, please provide the specific terms of the lease, and include a copy thereof as part of your response to this Interrogatory; e. Please also include, as part of your answer, any document in your possession evidencing that said property and/or lease had been paid for by you. ANS: -9- 10. Please provide in detail the evidence you intend to produce at trial that would support the averments you made in Paragraph 13 of the Amended Complaint that provided that the paving of the parking lot had been completed and that the "Plaintiffs informed the Defendant that it owed the Plaintiffs for its half of the cost of the paving." ANS: -10- 11. Please provide in detail the evidence you intend to produce at trial that would support the averments of damages as to "loss of business ... loss of clients, loss of profits, loss of reputation, loss of good will" made in Paragraph 21 of the Amended Complaint. ANS: -11- 12. Please identify the insurance agent and/or broker you utilized to negotiate and/or obtain insurance for the Property and/or the business you intended to conduct thereon. For each, please also identify: a. The specific coverage you obtained; b. The policy limits of said coverage; C. The effective start and end dates for said coverage; and d. Copies of any document that evidences payment made for said coverage. ANS: -12- 13. Have you, or has someone not an expert subject to Pa.R.Civ.P. 4003.5, conducted any investigation of the events, conditions and/or circumstances described in the Amended Complaint? If your answer is yes, please identify each such individual and indicate to what event, condition or circumstance said individual investigated. If said individual prepared any document of their findings, please also include a copy of that document as part of your answer. ANS: -13- 14. Please identify each individual you intend to call as a fact witness at trial in this matter and provide what, if any, familial or business relationship said proposed witness has or had to either Plaintiff. In addition, please supply a brief narrative of their anticipated testimony and how you believe it is relevant to the instant case. ANS: -14- 15. Please identify each witness you intend to call as an expert, subject to Pa.R.Civ.P. 4003.5, in this matter, and for each such proposed expert, please provide: a. His/her full name; b. His/her business address and telephone number; C. His/her area of proposed expertise; d. The subject matter on which the proposed expert is expected to testify; e. All occurrences, events and experience on which you intend to rely at trial to establish said person's qualifications as an expert witness; and f. To the extent said proposed expert prepared a document of his/her findings, please provide a copy of that report as part of you answer to this Interrogatory. ANS: -15- 16. Please identify each and every exhibit that you anticipate using at the trial in this matter and state, for each, whether you anticipate their use on the issue of liability, damages, or both. In addition, please provide a copy of each said exhibit as part of your answer to this Interrogatory. ANS: -16- 17. If you intend to use any publication, book, magazine, pamphlet, photograph, motion picture, electronic media presentation, or other such tangible item at trial, please provide the name of said item, its author or authors, the year of its copyright and/or creation, and the subject matter you intend to submit it to address at trial. To the extent a copy of the item can be reproduced for discovery purposes, please include it as part of your answer. To the extent a copy can not be reproduced, please also identify the name of its current custodian, and that custodian's address and telephone number. ANS: -17- 18. If you intend to use any admission of any party at trial, please specifically identify: a. The individual who made the proposed admission; b. The content of the proposed admission; C. The date and estimated time the proposed admission was purportedly made; d. The location where the proposed admission was purportedly made; and e. The names of each and every individual who witnessed, or otherwise purportedly heard, the proposed admission. ANS: -18- 19. Please provide the name and job title of each person who assisted, or was consulted, in any way by you in the answering of the instant First Set of Interrogatories Directed to Plaintiffs. ANS: -19- 20. Have you refused to answer or withheld any document or information that would have been responsive to Defendant's First Set of Interrogatories and/or Request for Production of Documents on the basis of any purported privilege? If your response is in the affirmative, then for each such question, request, document, item or material, please identify it with sufficient specificity that would permit a court to make the appropriate determination as to whether the purported privilege is valid, and the respective privilege you purport permits your refusal to respond or produce. ANS: -20- CERTIFICATE OF SERVICE I do hereby certify that I have served a true and correct copy of the foregoing Defendant's First Set of Interrogatories Directed to Plaintiffs by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 Date: 1//.5/0 Q By evin D. Gillespie, Es ire 00 Py Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile Kqillespie@bipalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 07-7587 CIVIL ACTION JURY TRIAL DEMANDED TO: Sang Kyu Kwak and Jeanyoung S. Sol, Plaintiffs C/O Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 INSTRUCTIONS PLEASE TAKE NOTICE, that pursuant to the Pennsylvania Rules of Civil Procedure regarding Pre-trial Discovery, you are required to file your responses and objections, if any, in writing and under oath, to the following Defendant's First Set of Requests for Production of Documents within thirty (30) days after service thereof. Unless otherwise indicated, your true, correct and complete responses to the instant Requests shall be delivered for EXHIBIT inspection and copying at the offices of Boswell, Tintner & Piccola at 315 North Front Street, Harrisburg, Pennsylvania 17101. These Requests shall be deemed to be continuing in nature, in accordance with the applicable Pennsylvania Rules of Civil Procedure. If, between the time of the filing of your original responses to these Requests, and the time of trial of this matter, you or anyone acting on your behalf should gain knowledge of discoverable facts and/or the identity of documents that may be responsive to any of these requests or, if you should learn that any of your responses are either incomplete or are no longer correct, then you shall promptly supplement your original Responses under oath to the undersigned. DEFINITIONS 1. As referenced herein, "document" shall mean any written, printed, typed, or other graphic matter of any kind or nature, however produced or reproduced, including, but not limited to reports, memorandums, letters, notes, records, logs, meeting minutes, photographs, charts, diagrams, blueprints, rosters, microfilms, video and audio tapes, electronically generated correspondence, punch cards, magnetic tapes, discs, data cells, drums, and any other data compilations from which any such information can be obtained. This shall also include all original and non-identical copies of each such responsive document. 2. As referenced herein, "you" and "your" shall include either Plaintiff, or both collectively, and any agent, representative, employee, subcontractor, insurer or attorney for either Plaintiff. -2- 3. In construing these requests, the singular shall include the plural and the plural shall include the singular, a masculine, feminine or neutral pronoun shall not exclude the others, and each request shall extend to all information, material and documents which have been available to you in the past, are currently in your possession, or are otherwise subject to your control up to the date of your response to the Request. 4. All responsive documents shall be produced in their original file folders, or in lieu of such production, you shall identify the original file in which the responsive document was located. Additionally, each responsive document shall be organized or marked to correspond to the numbered paragraph and/or sub-paragraph of each Request. 5. The "Property," unless stated otherwise, shall be the commercial property situated at 3601 Market Street, Camp Hill, Pennsylvania. DEFENDANT'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS DIRECTED TO PLAINTIFFS 1. To the extent not previously provided to Defendant, please provide each and every document reviewed, utilized, consulted or identified by you in fashioning your responses to Defendant's First Set of Interrogatories Directed to Plaintiffs. 2. A copy of any document filed with the Commonwealth of Pennsylvania in regard to the business you intended to open on the Property. 3. Copies of any document evidencing payment made to the Defendant since the inception of the Lease Agreement between the parties. 4. Copies of any document, receipt, cancelled check and/or account debit evidencing that Plaintiffs paid a contractor $9400.00 for paving at the Property, as alleged in Paragraph 13 of the Amended Complaint. -3- 5. Copies of any and all estimates or like documents received in regard to the paving project identified in Paragraphs 13, 14 and 15 of the Amended Complaint. 6. Copies of any document that supports the averment made in Paragraph 13 of the Amended Complaint that "Plaintiffs informed the Defendant that it owed the Plaintiffs for its half of the cost of the paving." 7. Copies of any document, estimate, receipt, cancelled check and/or account debit evidencing any payment made in regard to any improvement identified in Paragraphs 24, 25 and 30 of the Amended Complaint. 8. Color photocopies of any photograph, drawing, blueprint or other document portraying or otherwise representing improvements you claim to have made to the Property. 9. Copies of any document, receipt, cancelled check and/or account debit evidencing payment made by you for any of the supplies identified in Paragraph 28 of the Amended Complaint. 10. Copies of any document purportedly amending or revising the lease of the Property to the Plaintiffs by the Defendant. 11. Copies of any document evidencing insurance obtained and paid for by the Plaintiffs for the Property or the business to be conducted thereon, and copies of any document evidencing revisions thereto, or payment therefor. 12. Copies of any document evidencing payment(s) you claim were made by you for real estate taxes on the Property. -4- ti 13. Copies of any document that you claim supports the averment of damages as to "loss of business ... loss of clients, loss of profits, loss of reputation, loss of good will" made in Paragraph 21 of the Amended Complaint. 14. To the extent that you have refused to respond in any way to the within requests based upon a purported privilege, please identify each document that you withheld with sufficient specificity that would permit a court to make the appropriate determination as to whetherthe purported privilege is valid, and the respective privilege you purport permits your refusal to produce. Respectfully submitted, Date: Utoc/oq BOSWELL, TINTNER P C OLA By. evin D. Gillespie, Es ire Supreme Court I.D. #78758 P. O. Box 741 315 North Front Street Harrisburg, PA 17108-0741 Counsel for Defendant, Multi State Properties. 04 CERTIFICATE OF SERVICE I do hereby certify that I have served a true and correct copy of the foregoing Defendant's First Request for Production of Documents Directed to Plaintiffs by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 Date: I/fro ZO ?? By: evin D. illespie, Esquir 4 A LAW OFFICE ( Douglas R. Roeder, Esquire droederI@comcast.net February 19, 2009 Kevin D. Gillespie, Esquire Boswell, Tintner & Piccola 315 North Front Street Harrisburg, PA 17108-0741 UG E 711 N. 2' Street, Suite 2 Harrisburg, PA 17102 Phone: 717-233-1151 Fax: 717-238-2946 RE: Sang Kyu Kwak and 3eanyoung S. Sol v. Multi State Properties Cumberland County Court of Common Pleas No. 07-7587 Civil Dear Mr. Gillespie: I am writing to confirm our agreement that I have an extension until March 13, 2009 to respond on behalf of my client's to the Defendant's First Set of Interrogatories and the Defendant's First Request for Production of Documents. Should you have any concerns regarding this matter, please call me at (717)233-1151. Thank you for your consideration in this matter. Sincerely, Q4- e vlw? Douglas R. Roeder, Esquire DRR EXHIBIT is Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kqillespie@btyalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : Docket No. 07-7587 : CIVIL ACTION : JURY TRIAL DEMANDED AFFIDAVIT Kevin D. Gillespie, Esquire, attorney for the Defendant, Multi State Properties, Inc., makes the following Affidavit: 1. My name is Kevin D. Gillespie, Esquire, and I am an attorney for the Defendant Multi State Properties, Inc. 2. My billing rate for this matter is $185.00 per hour. 3. The attorneys' fees Defendant incurred in preparing and presenting the within Motion are $462.50, representing 2.5 hours of time. 4. 1 have reviewed this Affidavit and make it willingly and voluntarily, knowing each of the enumerated statements to be true and correct. In witness whereof the undersigned has placed his hand and seal this day of March, COMMONWEALTH OF PENNSYLVANIA 2009. NCiM94 Sc I Connie L. liar ,;y, Nctar r Public City Of Hsrrisl.-,,.a - L = up Nn County My Commi, sir; c,,,1--d.. 1 G, 2011 Member, Pennsvivan€ n.?snciation of Nobles Sworn to and subscribed before me this l? day 2009. Notary Public Ke in D. illespie, Esqui A orney for Defendant Multi State Properties, Inc. EXHIBIT 11 -M- I A CERTIFICATE OF SERVICE do hereby certify that I have served a true and correct copy of the foregoing Motion to Compel Plaintiffs' Response to Defendant's First Set of Interrogatories and Requests for Production of Documents and for Sanctions by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 By: in D. Gillespie, Es wire Date: a i ?a .___? ==' `• ?? 4? _ "?.? ?irT?ta.? ?1 i? -4", ?1 Y 4.?.? C."ti °i1 ^"? " ?£ -r } «r'° --4 SANG KYU KWAK and IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. CIVIL ACTION - LAW MULTI STATE : PROPERTIES, INC., Defendant NO. 07-7587 CIVIL TERM ORDER OF COURT AND NOW, this 30'' day of March, 2009, upon consideration of Defendant's Motion To Compel Plaintiffs' Response to Defendant's First Set of Interrogatories and Requests for Production of Documents and for Sanctions, a Rule is hereby issued upon Plaintiffs, to show cause why the relief requested should not be granted. RULE RETURNABLE within 14 days of service. Douglas R. Roeder, Esq. 711 N. Second Street Suite 2 Harrisburg, PA 17102 Attorney for Plaintiffs ? Kevin D. Gillespie, Esq. 315 North Front Street P.O. Box 741 Harrisburg, PA 17108-0741 Attorney for Defendant :rc lop I'ns /rtZUTCL BY THE COURT, VA F ` Q I C 8'vw 6601 t LC s f LAW OFFICE OF DOUGLAS R. ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant DOUGLAS R. ROEDER, ESQUIRE'S MOTION TO WITHDRAW AS COUNSEL FOR PLAINTIFFS SANG KYU KWAK AND JEANYOUNG S. SOL NOW COMES, Douglas R. Roeder, Esquire, Counsel for Plaintiff s, Sang Kyu Kwak and Jeanyoung S. Sol, and sets forth as follows in support of Counsel's Motion to withdraw as Counsel for Plaintiffs: 1. Undersigned Counsel was retained by Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, to represent Plaintiffs, in a breach of contract, unjust enrichment, conversion and quantum meriut Complaint against Defendants, Multi State Properties, Inc. and Commercial Realty Group, Inc. 2. After Preliminary Objections by Defendant, an Amended Complaint was filed by Plaintiffs naming only Multi State Properties as the Defendant. 3. Defendant filed a New Matter and Counterclaim. 4. Plaintiffs answered the New Matter, but filed Preliminary Objections to the Counterclaim. In response, Defendant filed an Amended Counterclaim. 5. Plaintiffs then answered Defendant's Amended Counterclaim. 6. Defendant initiated discovery by filing Defendant's First Set of Interrogatories and First Request for Production of Documents on or about January 15, 2009. 7. Undersigned Counsel scheduled an appointment with his clients, Sang Kyu Kwak and Jeanyoung S. Sol, to answer the discovery requests. 8. The first scheduled appointment was canceled by Mr. Kwak and Ms. Sol. 9. Undersigned Counsel then scheduled a second appointment on February 6, 2009, to discuss the discovery requests with Mr. Kwak and Ms. Sol. Only Mr. Kwak came to the appointment, despite Ms. Sol's presence having been requested as well. 10. Mr. Kwak left the February 6, 2009 appointment with a list of documents and items that he would need to provide Undersigned Counsel with in order that the discovery request may be answered. He was asked to return those items within one week. 11. Realizing that the discovery requests would not be timely answered; Undersigned Counsel got an extension from counsel for Multi State Properties, Inc. to March 13, 2009 to provide answers to the discovery requests. 2 12. After not receiving the requested discovery documents and items and after making several unanswered phone calls to Mr. Kwak and Ms. Sol, Undersigned Counsel wrote a letter to Mr. Kwak and Ms. Sol on February 20, 2009 listing the documents and items needed to answer the discovery request. No response was received to that letter, nor was the letter returned by the post office. 13. Undersigned Counsel then followed up with letters on March 10, March 24, March 27, and April 2 requesting the documents and items needed to answer the discovery requests and for Mr. Kwak and Ms. Sol to schedule a time to meet to finish answering the discovery requests. None of those letters were responded to by Mr. Kwak or Ms. Sol, nor were any of the letters returned by the post office. 14. Undersigned Counsel also made several phone calls to Mr. Kwak and Ms. Sol regarding the discovery requests, but none of those calls were returned. 15. Undersigned Counsel has not been able to communicate with his clients, Kwak and Sol since February 6, 2009 despite sending five letters and making a number of phone calls. 16. Undersigned Counsel cannot effectively represent Mr. Kwak and Ms. Sol when Mr. Kwak and Ms. Sol do not respond to his communications, nor provide requested documents and requested items. 17. Undersigned Counsel has provided Kevin D. Gillespie, Esquire, counsel for Defendant, a complete copy of this Motion and after reviewing this Motion and Mr. Gillespie has no objections to Undersigned Counsel withdrawing as counsel for the Plaintiffs. WHEREFORE, Undersigned Counsel requests that this Honorable Court issue a rule to show cause why he should not be allowed to withdraw as counsel for Plaintiff's Sang Kyu Kwak 3 and Jean Young Sol. Furthermore, Undersigned Counsel requests that if said rule is not timely answered by Sang Kyu Kwak and Jeanyoung S. Sol that Undersigned Counsel be allowed to withdraw from Plaintiffs representation without further motion, but upon praecipe to withdraw as counsel. Date: qd?--O= Respectfully submitted, L41- Douglas?Roeder, Esquire Supreme Court ID# 80016 Law Office of Douglas R. Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs 4 VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unsworn falsification to authorities. 'I ?'0 6 )tL , ?04L. Dated: Douglas R. Roeder, Esquire r IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Kevin D. Gellespie, Esquire Boswell, Tintner, & Piccola PO Box 741 Harrisburg, PA 17108-0741 Jeanyoung S. Sol & Sang Kyu Kwak 5330 Riverdale Blvd. Mechanicsburg, PA 17050 Dated: LI?1-? -09- Douglas R. Roeder, Esquire 6 FFLEC--E t .c 2009 APR 15 Kati I I : 5 2 L LAW OFFICE OF DOUGLAS R. ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs IN HE COURT OF COMMON PLEAS, TM ERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant No. 07-7587 CIVIL ACTION NOW COMES, Plaintiff s, Sang Kyu Kwak and Jeanyoung S. Sol by and through their attorney, Douglas R. Roed?r, Esquire. Douglas R. Roeder, Esquire answers Defendant's Motion to Compel Response to De ndant's First Set of Interrogatories and Request for Production of Documents and for Sanctions (herein after "Motion to Compel") as follows without the benefit of any input from his client, Sang Kyu Kwak and Jean Young S. Sol: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 1 5. Admitted. 6. Admitted. 7. Denied. Plaintiffs have failed to provide any response to Defendant's Discovery Requests because dersigned counsel, Douglas R. Roeder, Esquire, has not been able to contact Plaintiff's S g Kyu Kwak and Jean Young Sol, since February 6, 2009. On February 6, 2009 undersigned counsel met with Sang Kyu Kwak to discuss the discovery answers. Mr. Kw left with a list of documents and items that would be needed for a response. Ms. Sol as not present at the February 6, 2009 meeting despite her presence being requested. Si ce February 6, 2009 undersigned counsel has sent letters to Mr. Kwak and Ms. Sol c n February 20, 2009, March 10, 2009, March 24, 2009, March 27, 2009 and April 2, 2009 asking Mr. Kwak and Ms. Sol to provide the needed documents and requested items and to schedule an appointment to complete the discovery answers. None of those letters were returned by the post office. Undersigned counsel also made a number of phone calls to Ms. Kwak and Mr. Sol since February 6, 2009, but none of those phone calls h e been returned. Undersigned Counsel relayed to Defendant's Counsel by phone that he has been unable to contact his clients and that was the reason no discovery 8. Admitted in part. requests seek infc Counterclaim. relevant and some requests are directly were forthcoming. in part. It is admitted that most of Plaintiff's discovery n directly related to the Plaintiff s Complaint and Defendant's , there do appear to be some requests that are not directly sts that may be objectionable. Therefore, it is denied that all to Plaintiff's Complaint and Defendant's Counterclaim. 2 VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false state1ents herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unworn falsification to authorities. 74 i Dated: q l ( Q, Douglas R. Roeder, Esquire 4 9. Admitted in part. Denied in part. It is admitted that most of Plaintiff s discovery requests are reasonably calculated to lead to admissible evidence, which would be relevant. However, (there do appear to be some requests that may not be calculated to lead to admissible e?idence. Therefore, it is denied that all requests are reasonably calculated to lead tol admissible evidence. 10. Denied. The allegations of paragraphl0 of the Defendant's Motion to Compel are a conclusion of law to which no response is required. 11. Denied. The allegations of paragraphl l of the Defendant's Motion to Compel are a conclusion of law t which no response is required. 12. Admitted. WHEREFORE, PI ' tiff s requests that this Honorable Court grant the Plaintiffs additional time to respond t? the Defendant's discovery request and that no sanctions be imposed against Plaintiffs. Undersigned Counsel requests that no sanctions be imposed against him as he made his best efforts to c*ply with the discovery requests, but was unable to do so because of his clients' failure to respon to his letters, phone calls and advice regarding the discovery requests. Respectfully submitted, Date: q-B Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Douglas R. Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs 3 I , . .r I SANG KYU KWAK and JEANYOUNG S. SOL, V. MULTI STATE PROPERT I, Douglas R. Rc document by depositing addressed to: Kevin D. Gellespie, Esquire Boswell, Tintner, & Piccola Supreme Court I.D. #78758 PO Box 741 Harrisburg, PA 17108-074: Jeanyoung S. Sol & Sang K 5330 Riverdale Blvd. Mechanicsburg, PA 17050 Dated: - 13 --6 q COURT OF COMMON PLEAS, ,AND COUNTY, PENNSYLVANIA Plaintiffs No. 07-7587 CIVIL ACTION 'IES, INC., Defendant CERTIFICATE OF SERVICE Esquire, hereby certify that this day I have served the foregoing same in the United States Mail, First Class, postage prepaid Kwak OLWM,L- 9..' ZAL Douglas R. Roeder, Esquire 5 ED-OFF"uE OF THc P 'Irl-MMARY 2009 APR 13 PM 2: 30 CU?qir Ty' LAW OFFICE OF DOUGLAS R. ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant DOUGLAS R. ROEDER, ESOUIRE'S AMENDED MOTION TO WITHDRAW AS COUNSEL FOR PLAINTIFFS SANG KYU KWAK AND JEANYOUNG S. SOL NOW COMES, Douglas R. Roeder, Esquire, Counsel for Plaintiff s, Sang Kyu Kwak and Jeanyoung S. Sol, and sets forth as follows in support of Counsel's Amended Motion to withdraw as Counsel for Plaintiffs: 1. Undersigned Counsel was retained by Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, to represent Plaintiffs, in a breach of contract, unjust enrichment, conversion and quantum meriut Complaint against Defendants, Multi State Properties, Inc. and Commercial Realty Group, Inc. 2. After Preliminary Objections by Defendant, an Amended Complaint was filed by Plaintiffs naming only Multi State Properties as the Defendant. 3. Defendant filed a New Matter and Counterclaim. 4. Plaintiffs answered the New Matter, but filed Preliminary Objections to the Counterclaim. In response, Defendant filed an Amended Counterclaim. 5. Plaintiffs then answered Defendant's Amended Counterclaim. 6. Defendant initiated discovery by filing Defendant's First Set of Interrogatories and First Request for Production of Documents on or about January 15, 2009. 7. Undersigned Counsel scheduled an appointment with his clients, Sang Kyu Kwak and Jeanyoung S. Sol, to answer the discovery requests. 8. The first scheduled appointment was canceled by Mr. Kwak and Ms. Sol. 9. Undersigned Counsel then scheduled a second appointment on February 6, 2009, to discuss the discovery requests with Mr. Kwak and Ms. Sol. Only Mr. Kwak came to the appointment, despite Ms. Sol's presence having been requested as well. 10. Mr. Kwak left the February 6, 2009 appointment with a list of documents and items that he would need to provide Undersigned Counsel with in order that the discovery request may be answered. He was asked to return those items within one week. 11. Realizing that the discovery requests would not be timely answered; Undersigned Counsel got an extension from counsel for Multi State Properties, Inc. to March 13, 2009 to provide answers to the discovery requests. 2 12. After not receiving the requested discovery documents and items and after making several unanswered phone calls to Mr. Kwak and Ms. Sol, Undersigned Counsel wrote a letter to Mr. Kwak and Ms. Sol on February 20, 2009 listing the documents and items needed to answer the discovery request. No response was received to that letter, nor was the letter returned by the post office. 13. Undersigned Counsel then followed up with letters on March 10, March 24, March 27, and April 2 requesting the documents and items needed to answer the discovery requests and for Mr. Kwak and Ms. Sol to schedule a time to meet to finish answering the discovery requests. None of those letters were responded to by Mr. Kwak or Ms. Sol, nor were any of the letters returned by the post office. 14. Undersigned Counsel also made several phone calls to Mr. Kwak and Ms. Sol regarding the discovery requests, but none of those calls were returned. 15. Undersigned Counsel has not been able to communicate with his clients, Kwak and Sol since February 6, 2009 despite sending five letters and making a number of phone calls. 16. Undersigned Counsel cannot effectively represent Mr. Kwak and Ms. Sol when Mr. Kwak and Ms. Sol do not respond to his communications, nor provide requested documents and requested items. 17. Undersigned Counsel has provided Kevin D. Gillespie, Esquire, counsel for Defendant, a copy of this Motion and sought his concurrence. After reviewing this Motion, Mr. Gillespie has taken no position as to whether he concurs or does not concur with Undersigned Counsel's request to withdraw from representing the Plaintiffs. However, Mr. Gillespie did indicate that he has no objections to Undersigned Counsel's withdrawing from representing the Plaintiffs. 3 18. The Honorable Wesley Oler, Jr. has ruled on Preliminary Objections of the Defendants to the Amended Complaint in this matter. No other rulings have been made in this matter. WHEREFORE, Undersigned Counsel requests that this Honorable Court issue a rule to show cause why he should not be allowed to withdraw as counsel for Plaintiff's Sang Kyu Kwak and Jean Young Sol. Furthermore, Undersigned Counsel requests that if said rule is not timely answered by Sang Kyu Kwak and Jeanyoung S. Sol that Undersigned Counsel be allowed to withdraw from Plaintiffs representation without further motion, but upon praecipe to withdraw as counsel. Date: q,16 -10 Respectfully submitted, Douglas . Roeder, Esquire Supreme Court IN 80016 Law Office of Douglas R. Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs 4 VERIFICATION I verify that the statements made in the forgoing document, of which I have firsthand knowledge, are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904, relating to unworn falsification to authorities. Dated: A -)O-O Douglas R. Roeder, Esquire 5 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs No. 07-7587 V. CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that this day I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Kevin D. Gellespie, Esquire Boswell, Tintner, & Piccola PO Box 741 Harrisburg, PA 17108-0741 Jeanyoung S. Sol & Sang Kyu Kwak 5330 Riverdale Blvd. Mechanicsburg, PA 17050 Dated: /3t -') , ZV4L Douglas R. Roeder, Esquire 6 4`i.. THE 2009 APR 20 PH 2: 09 APR .212Q 6 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. No. 07-7587 CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant ORDER OF COURT AND NOW, this __Z3c jiay of OBI c , 1 , 2009, upon consideration of Douglas R. Roeder, Esquire's Amended Motion to withdraw as Counsel for Plaintiffs Sang Kyu Kwak and Jeanyoung S. Sol,, a rule is hereby issued upon Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, to how ccaus was. to why the relief requested should not be granted. Failure to file a timely n response to the rule will allow Douglas R. Roeder, Esquire to withdraw by Praecipe without further Order of Court. RULE RETURNABLE within 14 days of service BY 'THE OURT J. &V ';f )f ! , wr-40e--I - (-,I 1-tto lvl:? ?' ,mow s?,tc - dc?lh??h h 6081 x+ IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. No. 07-7587 CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that on April 27, 2009, I have served the Order of Court dated April 23, 2009 by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Kevin D. Gellespie, Esquire Boswell, Tintner, & Piccola PO Box 741 Harrisburg, PA 17108-0741 Jeanyoung S. Sol & Sang Kyu Kwak 5330 Riverdale Blvd. Mechanicsburg, PA 17050 By: C'.-IL ?, Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Douglas R. Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 Attorney for Plaintiffs F1 C; E OF -)NOTARY Mg APR 28 P 12* ! G YJ?4r'?Trt L. a..a 'l..!t??f l `?ti1 i y LAW OFFICE OF DOUGLAS R. ROEDER BY: Douglas R. Roeder, Esquire Attorney I.D. No. 80016 711 N. Second Street, Suite 2 Harrisburg, PA 17102 {717} 233-1151 Attorney for Plaintiffs IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. No. 07-7587 CIVIL ACTION MULTI STATE PROPERTIES, INC., Defendant PRAECIPE TO WITHDRAW DOUGLAS R. ROEDER, ESQUIRE AS COUNSEL FOR PLAINTIFFS SANG KYU KWAK AND JEANYOUNG S. SOL TO THE PROTHONOTARY: In accordance with this Honorable Court's Order of April 23, 2009 issuing a Rule to Show Cause on Plaintiffs and Defendant and neither Plaintiffs nor defendant having responded to the Rule to Show Cause within 14 days of service, KINDLY WITHDRAW THE APPEARANCE OF DOUGLAS R. ROEDER, ESQUIRE ON BEHALF OF THE PLAINTIFFS. S-I7- B, Date: y• Douglas R. Roeder, Esquire { R IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant No. 07-7587 CIVIL ACTION CERTIFICATE OF SERVICE I, Douglas R. Roeder, Esquire, hereby certify that on May 14, 2009, I have served the foregoing document by depositing the same in the United States Mail, First Class, postage prepaid addressed to: Kevin D. Gellespie, Esquire Boswell, Tintner, & Piccola PO Box 741 Harrisburg, PA 17108-0741 Jeanyoung S. Sol & Sang Kyu Kwak 5330 Riverdale Blvd. Mechanicsburg, PA 17050 4/"- By: 1)-??? ? 1 , Douglas R. Roeder, Esquire Supreme Court ID# 80016 Law Office of Douglas R. Roeder 711 N. Second Street, Suite 2 Harrisburg, PA 17102 (717) 233-1151 OF THE 2099 MAY 14 AN 10: 2'8 'U' Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintn r & Piccola 315 North Fro t Street Post Office Bob 741 Harrisburg, PP 17108-0741 (717) 236-937 - Telephone (717) 236-9310 - Facsimile Attorneys for C)efendant, Multi State Properties, Inc. SANG KY KWAK, and JEANYOUING S. SOLI Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 07-7587 CIVIL ACTION JURY TRIAL DEMANDED DEFENDANT'S PETITION TO MAKE RULE ABSOLUTE Petitioner, Multi State Properties, Inc., by and through its counsel, Kevin D. Gillespie, Esquire, and BOSWELL, TINTNER & PICCOLA, respectfully requests the Court to make absolute the Rule issued on March 30, 2009 in the instant matter, and in support thereof, states as fOllows: 1. Petitioner filed a Motion to Compel Discovery and for Sanctions on or about March 26, 2009. 2. The Court issued a Rule to Show Cause why the motion should not be granted onI March 30, 2009 and granted the Plaintiffs 14 days to respond. 3. Counsel for Plaintiffs filed a Response to Defendant's Motion on or about April 13, 2009 Wherein counsel stated that Plaintiffs, themselves, were completely responsible for the failure to respond to Defendant's discovery requests. Specifically, counsel cited the Plaintiffs failure to respond to correspondence, failure to return phone messages, failure to set up an office appointment, and their ongoing failure to produce answers/responses to Defendant's discovery requests. 4. To date, the Defendant has not received answers to its Interrogatories. 5. To date, the Plaintiffs have failed to file complete and properly formatted responses to its Request for Production of Documents. 6. Counsel for Plaintiffs has filed a Motion to Withdraw as Plaintiffs' counsel as a result of their ongoing failure to cooperate with him and participate in the instant litigation and pre-trial discovery process and said withdrawal is believed to be either pending or recently filed via Praecipe. WHtREFORE, Petitioner-Defendant respectfully requests that this Honorable Court enter an Order making the Rule issued absolute, and grant its Motion to Compel Discovery and for Saktions, including attorney's fees. Respectfully Submitted, c BY evin Gillespie, Esq ire upreme Court ID #78 58 BOSWELL, TINTNER & PICCOLA 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 1v' (717) 236-9377 Dated: K?' v? Counsel for Defendant, Multi State Properties, Inc. CERTIFICATE OF SERVICE I do! hereby certify that I have served a true and correct copy of the foregoing Petition to Make Rule Absolute by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 Sang Kyu Kwak 2163 North 4'h Street Harrisburg, PA 17110 Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 Date: ??61 D5 r B . vin . Gillespie, Esqu' e OF T.Hrl-- 2009 MAY Q 1°I : 3 j ?,L1": Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kqillespie@btoalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 07-7587 CIVIL ACTION JURY TRIAL DEMANDED DEFENDANT'S AMENDED PETITION TO MAKE RULE ABSOLUTE Petitioner, Multi State Properties, Inc., by and through its counsel, Kevin D. Gillespie, Esquire, and BOSWELL, TINTNER & PICCOLA, respectfully requests the Court to make absolute the Rule issued on March 30, 2009 in the instant matter, and in support thereof, states as follows: 1. Petitioner filed a Motion to Compel Discovery and for Sanctions on or about March 26, 2009. 2. The Court issued a Rule to Show Cause why the motion should not be granted on March 30, 2009 and granted the Plaintiffs 14 days to respond. 3. Counsel for Plaintiffs filed a Response to Defendant's Motion on or about April 13, 2009 wherein counsel stated that Plaintiffs, themselves, were completely responsible for the failure to respond to Defendant's discovery requests. Specifically, counsel cited the Plaintiffs failure to respond to correspondence, failure to return phone messages, failure to set up an office appointment, and their ongoing failure to produce answers/responses to Defendant's discovery requests. 4. To date, the Defendant has not received answers to its Interrogatories. 5. To date, the Plaintiffs have failed to file complete and properly formatted responses to its Request for Production of Documents. 6. Counsel for Plaintiffs has filed a Motion to Withdraw as Plaintiffs' counsel as a result of their ongoing failure to cooperate with him and participate in the instant litigation and pre-trial discovery process and said withdrawal is believed to be either pending or recently filed via Praecipe. 7. The Honorable Judge J. Wesley Oler Jr. entered the only court order in this matter, to date, wherein he issued a rule returnable on Plaintiffs' counsel's Motion to Withdraw as Plaintiffs' counsel. There have been no prior rulings by the Court in regard to outstanding discovery matters or any other pre-trial issue. 8. As was indicated in the Defendant's underlying Motion to Compel Discovery, counsel for Plaintiffs was previously contacted in regard to said Motion and pursuant to Local Rule, and he indicated that he did not concur in the Motion. WHEREFORE, Petitioner-Defendant respectfully requests that this Honorable Court enter an Order making the Rule issued absolute, and grant its Motion to Compel Discovery and for Sanctions, including attorney's fees. Respectfully Submitted, B evin D. Gillespie, quire Supreme Court ID #118758 BOSWELL, TINTNER & PICCOLA 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 Counsel for Defendant, Multi State Properties, Inc. Date: t '? () T CERTIFICATE OF SERVICE I do hereby certify that I have served a true and correct copy of the foregoing Defendant's Amended Petition to Make Rule Absolute by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Douglas R. Roeder, Esquire 711 N. Second Street Suite 2 Harrisburg, PA 17102 Sang Kyu Kwak 2163 North 4'h Street Harrisburg, PA 17110 Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 vin ff. illespie, squir Date: ?' ytJ? FUEI1. ' '- TFE P, ?; °, 2009 JUG°' -3 C? v? SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 07-7587 CIVIL TERM IN RE: DEFENDANT'S AMENDED PETITION TO MAKE RULE ABSOLUTE ORDER OF COURT AND NOW, this 9`" day of June, 2009, upon consideration of Defendant's Motion To Compel Plaintiffs' Response to Defendant's First Set of Interrogatories and Requests for Production of Documents and for Sanctions, Plaintiffs' Answer to Defendant's Motion To Compel Response to Defendant's First Set of Interrogatories and Requests for Production of Documents and for Sanctions, and Defendant's Amended Petition To Make Rule Absolute, Defendant's motion to compel is granted and: 1. Plaintiffs are directed to provide Defendant with answers and responses, without objections, to Defendant's First Set of Interrogatories and Requests for Production of Documents within twenty-one days of the date of this Order; and 2. Plaintiff's failure to comply with Paragraph 1 of this Order shall, upon further motion by Defendant, result in the imposition of sanctions pursuant to Pennsylvania Rule of Civil Procedure 4019. BY THE COURT, J ?JVesley , Jr., J. '/Douglas R. Roeder, Esq. Suite 2 711 N. Second Street Harrisburg, PA 17102 Attorney for Plaintiffs -! Kevin D. Gillespie, Esq. 315 North Front Street P.O. Box 741 Harrisburg, PA 17108-0741 Attorney for Defendant ./ Sang Kyu Kwak 2163 North Fourth Street Harrisburg, PA 17110 Plaintiff ..,4eanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 Plaintiff rc t ;ES D-Vi Flu OF THE PROTHiC)"lln-TARY 2009 JUN -9 AM f f = 39 PE* 154`i V.l`1U', Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kqillespie@btpalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : Docket No. 07-7587 : CIVIL ACTION : JURY TRIAL DEMANDED DEFENDANT'S MOTION FOR IMPOSITION OF SANCTIONS PURSUANT TO PA.R.CIV.P RULE 4019 Petitioner, Multi State Properties, Inc., by and through its counsel, Kevin D. Gillespie, Esquire, and BOSWELL, TINTNER & PICCOLA, respectfully requests that this Honorable Court impose sanctions, pursuant to Pa.R.Civ.P. 4019, against the Plaintiffs for their continued and ongoing failure to comply with the Defendant's discovery requests, and in support thereof, states as follows: 1. Petitioner filed a Motion to Compel Discovery and for Sanctions on or about March 26, 2009, after the Plaintiffs had failed to respond to discovery requests duly served on or about January 15, 2009. 2. The Honorable Judge J. Wesley Oler Jr. issued a Rule to Show Cause on March 30, 2009 as to why the Motion should not be granted and granted the Plaintiffs an additional fourteen (14) days to produce their responses. 3. Plaintiffs' counsel at that time, Douglas R. Roeder, filed a Response to Defendant's Motion on or about April 13, 2009, wherein he represented that Plaintiffs, themselves, were completely responsible for the ongoing failure to respond to Defendant's First Set of Interrogatories and Requests for Production of Documents. Specifically, Attorney Roeder cited the Plaintiffs' failure to respond to his correspondence, their failure to return his telephone messages, their failure to set up an appointment with his office as had been repeatedly requested, and their ongoing failure to produce answers/responses to Defendant's discovery requests. Attorney Roeder has since withdrawn from the case, due to the Plaintiffs' failure to cooperate with him. 4. Plaintiffs continued to fail to comply with the Defendant's discovery requests, and as a result thereof, the Defendant filed a Petition to Make the Rule Absolute on or about June 3, 2009. 5. The Honorable Judge J. Wesley Oler Jr. then issued an Order of Court on June 9, 2009, wherein the Court granted the Defendant's Motion to Compel and directed the Plaintiffs to produce answers and responses, without objections, to Defendant's First Set of Interrogatories and Requests for Production of Documents within twenty-one (21) days of the date of the Order. The Order of Court further advised the Plaintiffs that their failure to do so, "shall, upon further motion by Defendant, result in the imposition of sanctions pursuant to Pennsylvania Rule of Civil Procedure 4019." 6. As a result of said Order of Court, the Plaintiffs had until June 30, 2009 to comply with the Defendant's discovery requests. 7. To date, the Plaintiffs have failed to comply with the Defendant's discovery requests and the subsequent court orders entered in regard thereto. 8. To date, the Plaintiffs have failed to contact counsel for Defendant in regard to their continued and ongoing failure to respond to the Defendant's discovery requests. 9. The Plaintiffs, through their counsel at that time, had been contacted in regard to their position on the Defendant's Motion to Compel Discovery and Request for Sanctions and counsel indicated, at that time, that the Plaintiffs did not concur in the Motion. 10. The Defendant has incurred additional legal expenses associated with these outstanding discovery issues, including $721.50 in attorney's fees for the preparation of the underlying Motion to Compel and for Sanctions, $84.50 for the filing of the Motion to Compel and for Sanctions, $203.50 in attorney's fees for the preparation of the Amended Petition to Make Rule Absolute, $123.50 for the filing of the Amended Petition to Make Rule Absolute, $370.00 in attorney's fees for the preparation of the instant Motion for Sanctions, and $123.50 for the filing of the instant Motion for Sanctions. An Affidavit from counsel for Defendant attesting to the amount of additional attorney's fees and legal expenses incurred is attached hereto and marked Exhibit "A." 11. The Plaintiffs' failure to comply with the Defendant's discovery requests has served to prejudice the Defendant in his preparation of his defense in this matter as well as his preparation for the prosecution of his Counterclaim. WHEREFORE, Petitioner-Defendant respectfully requests this Honorable Court impose sanctions upon the Plaintiffs for their continued and ongoing failure to provide responses to the Defendant's discovery requests, including but not limited to $1,626.50 in attorney's/paralegal fees and legal expenses, entry of judgment against the Plaintiffs and in favor of the Defendant on the Plaintiffs' Complaint, and/or entry of judgment in favor of the Defendant and against the Plaintiffs on the Defendant's Counterclaim. Respectfully Submitted, -/. ,,\ If / C evin D. Gillespie, Es ire upreme Court ID #78758 BOSWELL, TINTNER & PICCOLA 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 Counsel for Defendant, Multi State Properties, Inc. Date: 7- q - as Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kgillespie @ btpalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 07-7587 CIVIL ACTION JURY TRIAL DEMANDED AFFIDAVIT Kevin D. Gillespie, Esquire, attorney for the Defendant, Multi State Properties, Inc., makes the following Affidavit: 1. My name is Kevin D. Gillespie, Esquire, and I am an attorney for the Defendant, Multi State Properties, Inc. 2. My billing rate for this matter is $185.00 per hour. My paralegal's billing rate is $95.00 per hour EXHIBIT "A" 3. The attorneys' fees and legal costs Defendant has incurred associated with these outstanding discovery issues, including preparing, presenting and filing the underlying Motion to Compel Discovery and for Sanctions, the Amended Petition to Make Rule Absolute, and the instant Motion for Imposition of Sanctions, as well as conducting any legal research associated therewith, total $1626.50. 4. 1 have reviewed this Affidavit and make it willingly and voluntarily, knowing each of the enumerated statements to be true and correct. In witness whereof the undersigned has placed his hand and seal this ,ffi day of July, 2009. c K vin i lespie, Esqui orney for Multi State roperties, Inc. bed Sworn to and sTiday before me, this 2009. ?J.4K No ary Public COMMONWFALTIIOIE 1'l NNSYI VANIA N("AARIAL:SI:AL )ENISE L: FOSTER. Nl7TARY PU1IF.IC CITY oP HARRISBURG, DAUPHIN C„SI rT 13 MY COMMISSION EXPIRES MARCH CERTIFICATE OF SERVICE I do hereby certify that I have served a true and correct copy of the foregoing Defendant's Motion for Imposition of Sanctions Pursuant to Pa.R.Civ.P. Rule 4019 by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: Sang Kyu Kwak 2163 North 4th Street Harrisburg, PA 17110 Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 ByIK 7- q 7- i n D. Gillespie, Esqui Date: ?qy 2GG9 j'"- -9 Fii 3: 29 6 ?t p' SANG KYU KWAK and IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs : V. CIVIL ACTION - LAW MULTISTATE PROPERTIES, INC., : Defendant NO. 07-7587 CIVIL TERM IN RE: DEFENDANT'S MOTION FOR IMPOSITION OF SANCTIONS PURSUANT TO PA. R. CIV. P. 4019 ORDER OF COURT AND NOW, this 13`}' day of July, 2009, upon consideration of Defendant's Motion for Imposition of Sanctions Pursuant To Pa. R. Civ. P. 4019, a hearing is scheduled for Tuesday, September 1, 2009, at 3:30 p.m., in Courtroom No. 1, Cumberland County Courthouse, Carlisle, Pennsylvania. ?Sang Kyu Kwak 2163 North Fourth Street Harrisburg, PA 17110 Plaintiff, pro Se ./ Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 Plaintiff, pro Se -es I?/y?OF BY THE COURT, Kevin D. Gillespie, Esq. 315 North Front Street P.O. Box 741 Harrisburg, PA 17108-0741 Attorney for Defendant :rc ? ? . ? r. , . k '"1° ;? .; r, I? ..E' ? < r:r? ? 1 i? i tl L.i;;? ,. ? ,._ ,-; ?- ,`: i , +,,iu ; . C U SANG KYU KWAK and, IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. CIVIL ACTION - LAW MULTI STATE PROPERTIES, INC., Defendant NO. 07-7587 CIVIL TERM ORDER OF COURT AND NOW, this 1st day of September, 2009, upon consideration of Defendant's Motion For Imposition of Sanctions Pursuant to Pa. R. Civ. P. 4019 and following a proceeding at which the Plaintiffs appeared representing themselves and at which the Defendant was represented by Kevin D. Gillespie, Esquire, and the Court being satisfied that the Plaintiffs have not complied with the Order of Court with respect to discovery in this case, it is ordered and directed as follows: 1. Plaintiffs are directed to pay attorney's fees to Defendant in the amount of $1626.50 within 30 days of today's date; and 2. Plaintiffs are directed to respond fully and without objection and in the form required by the Pennsylvania Rules of Civil Procedure to Defendant's First Set of Interrogatories and First Set of Requests for Production of Documents within 14 days of today's date; and 3. In the event that Plaintiffs have not complied with paragraph 2 of this order within the said 14 days, the Court will upon motion of Defendant enter judgment in favor of Defendant and against Plaintiffs on Plaintiffs' claims herein and provide such other relief as it deems appropriate. By the Court, ? sang Kyu Kwak 2163 North Fourth Street Harrisburg, PA 17110 Plaintiff, pro Se Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 Plaintiff, pro Se -,,'Kevin D. Gillespie, Esquire 315 North Front Street P.O. Box 741 Harrisburg, PA 17108-0741 For Defendant pcb C ES r-ga'1 LCL P RLED-OFFICE OF THE PP011-11 ? \IOTAAY 2009 SEP -9 AM If: 20 P HNvS Yl.Vrr?`ti A SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 07-07587 CIVIL ACTION JURY TRIAL DEMANDED PLAINTIFF'S RESPONSE TO DEFENDANT'S FIRST SET OF INTEROGATORIES NOW COMES, Plaintiffs Sang Kyu Kwak and Jeanyoung S. Sol, by and through their attorney, The Law Office of Darrell C. Dethlefs and hereby submits the following response to Defendant's first set of interrogatories. Sang Kyu Kwak d/o/b 8/11/1959 SS # 169-72-7912 2163 N 4th street Harrisburg, PA 17110 Vice President - Golden Gate 11 3601 Market Street Camp Hill, PA 17011 Jean Yong Sol d/o/b 6/15/1958 SS# 203-58-8977 5350 Rivendale Blvd, Mechanicsburg, PA 17050 Restaurant Owner - Golden Gate 2 3601 Market Street, Camp Hill, PA 17011 2. Educational Background Sang Kyu Kwak Dae Dong High School, Seoul, South Korea (graduated 1977) No post secondary education Jean Young Sol Kumsong High School, Taegu, South Korea (1972-1976) No post secondary education 3. Cooking Experience Sang Kyu Kwak 3 years as cook for the Korean Army Has owned a grocery store for 19 years Jean Young Sol 1997 opened Golden Gate as owner/cook. Continues to own and operate Golden Gate restaurants. 4. Restaurant Management Experience Sang Kyu Kwak Owner of Grocery Store for 19 years Jean Young Sol Opened Golden Gate Restaurant in 1997 as owner operator. Has continuously operated Golden Gate Restaurants since that time. 5. Contractors MCCM Fire Protection $ Equipment, INC. 8700 Windsor Mill Rd. Baltimore, MD 21244 (410) 4961166 Installing Kitchen Hood and Exhaust Fan Installing kitchen fire suppression system Electrical work Plumbing work Repair walk in freezer and cooler Purchase 4 burner range, stock pot ranges, deep fryer, gas hoses, and installation. Chinese Woks, H.I.S Upholstery 3229 Elmwood Drive Harrisburg, PA 17110 (717)652-2957 re-cover and repair of seating already present in the restaurant. Richard Strausser (717) 364-5250 Removal of blacktop, removal of curb, patching and paving of parking lot. Murlin S. Painting Exterior and Interior painting EXEL SIGN COMPANY Exterior Street Sign All of the above listed work was done and paid for prior to the termination of the lease. SEE ATTACHED 6. MCCM Fire Protection & Equipment, INC. 8700 Windsor Mill Rd. Baltimore, MD 21244 (410) 4961166 See invoice information submitted in response to question 5. Additional vendor information may be supplemented as the information becomes available. 7. The only people known at this time to be present at the signing of the lease were the Plaintiffs and a representative from Multi State Properties, believed to be Thomas Mallios. 8. 10/27/2006 $7,000.00 Deposit money 11/10/2006 $3500.00 March 2007 payment 11/10/2006 $1616.72 Taxes 1/29/07 $84.28 Taxes SEE ATTACHED 9. Equipment/Inventory List a.) Working Table b.) Deli Case c.) 6 Booths d.) 5 table and chair sets (4 chairs per table) e.) 12' stainless steel hood f.) 2 stock pot ranges g.) 1 regular stove h.) deep fryer i.) 1, 3 bay stainless steel sink j.) 1 water hose (75') k.) 2 commercial woks I.) 70 soup bowls All of the items on the list were purchased. Pricing for Items a-h and k are included on the invoice from MCCM Fire protection and equipment. Pricing and dates of purchase for the remaining items are not available at the present time. When information is obtained, such information will be submitted to Defense counsel in a supplemental filing. 10. Plaintiff intends to introduce oral testimony from Richard Strausser that he completed the paving project and that he was paid for his services by the Plaintiff. In addition Plaintiffs will provide oral testimony as to any agreements that may have been made to pay for the work. 11. Plaintiff is unable to provide an answer to this interrogatory at this time. 12. Insurance Information Valley Forge Insurance Company CNA Plaza Chicago, Illinois 60685 Policy Number: B 2091121241 Effective date: 1/29/2007 to 1/29/2008 For policy limits see attached insurance information form 13. No investigation has been conducted 14. Robert Lipscomb 3225 Elmwood Drive Harrisburg, PA 17110 Business Associate to Sang Kyu Kwak As a business associate of Mr. Sang Kyu Kwak he has had numerous conversations with the leasing company and has personal knowledge of the circumstances around the transaction. In addition Mr. Lipscomb may provide information concerning the improvements done to the property and dealings with the contractors. Richard Strausser 364-5250 Richard Strausser provided services to the Plaintiffs to repair the parking lot. Mr. Strausser will provide testimony regarding the work that he performed and payments that he received. 15. No expert witnesses are contemplated at this time. If expert testimony is deemed necessary, all information requested will be submitted to Defendant's counsel at that time. 16. Plaintiff is unable to provide a response to this interrogatory at this time. 17. No evidence of that nature is anticipated at this time. 18. The use of admissions is not anticipated at this time. In the event that the use of any admissions is anticipated, the requested information will be provided to Defendant's counsel. 19. No person was consulted or assisted in the answering of the First Set of Interrogatories. 20. Plaintiff has not refused or withheld any document or information requested. To the extent that any answer is incomplete or additional documentation is required, Plaintiff will provide additional information as it becomes available. Respectfully Submitted, tavjodlt. Dagle, Esq. Law Office of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 VERIFICATION I hereby verify, Pursuant to Pa. R.C.P 1024, that the facts and information contained in the Plaintiff's Response to the Defendant's First Set of Interrogatories is true and correct. V/,??-eanyof?'S. of Owner Golden Gate 2 CERTIFICATE OF SERVICE I hereby certify that on this day of September, 2009, I served a copy of the forgoing, by first class mail, postage prepaid to the following; Kevin D. Gillespie, Esq. Boswell, Tintner & Piccola 315 North Front Street Harrisburg, PA 17108 Date: y?`/, David agle, Esq Law face of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 PLEB-t.:r rlrc OF TH? 2609 SEP 16 PIN ?- 08 J'UNn SANG KYU KWAK, and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : Docket No. 07-07587 CIVIL ACTION JURY TRIAL DEMANDED PLAINTIFF'S RESPONSE TO DEFENDANT'S REQUEST FOR THE PRODUCTION OF DOCUMENTS NOW COMES, Plaintiffs Sang Kyu Kwak and Jeanyoung S. Sol, by and through their attorney, The Law Office of Darrell C. Dethlefs and hereby submits the following response to Defendant's request for the production of documents. 1. Documents reviewed and utilized to prepare a response to Defendant's First set of Interogatories have been submitted therewith. 2. No documents exist for this request 3. Check # 1028 amount: $7,000.00 Check #1030 Amount: $3,500.00 4. Bid Memo dated 6/14/07 check #0947 amount $4,000.00 5. See Bid Memo Dated 6/14/07 6. Documents not available at this time. Requested documents will be provided through a supplemental filing when they become available. 7. Documents not available at this time. Requested documents will be provided through a supplemental filing when they become available 8. A copy of the blue prints is attached. Check # 0231 Payable to Murlin's Painting Amount $400.00 Check # 301 Payable to Murlin's Painting Amount $400.00 Check # 0775 Payable to Murlin's Painting Amount $1,500.00 Check # 0927 Payable to Murlin's Painting Amount $1,6000 Check # 0335 Payable to Murlin's Painting Amount $600.00 Check # 0333 Payable to Murlin's Painting Amount $500.00 Additional information will be provide, when available, through a supplemental filing. 9. See H.I.S Upholstery invoice MCCM Fire Protection & Equipment, Inc. invoice 10. Not available at this time. Will be provided in a supplemental filing when becomes available. 11. Valley Forge Insurance Company Policy Number B 2091121241 12. Check # 1031 Payable to Phillip Bayer Amount: $1616.72 Check # 160 Payable to Phillip Bayer Amount $84.28 13. No documents are available at this time. Documents will be provide when available through a supplemental response. 14. No documents have been withheld. Additional documents will be submitted as they become available. Respectfully Submitted, U David C. gle, Esq. Law ce of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 CERTIFICATE OF SERVICE I hereby certify that on this 14'r day of September, 2009, I served a copy of the forgoing, by first class mail, postage prepaid to the following; Kevin D. Gillespie, Esq. Boswell, Tintner & Piccola 315 North Front Street Harrisburg, PA 17108 Date: David . agle, Esq Law Office of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 (4iCi X95-11fi{i (rcl) A(CM('410p,96-1919j1?x) ?;Ri; YIiL?EC?'iUl'v` 874Q °?.'f:rCsor f,1r11 f?t:ad _i?JMPfviW.,Nt, 8200101" N1D 21?4q rmmm% L 40J NF P f, (,t h, f Afntmm nlt ti ` 1'l:?f llil 1 !li!' tftl'.fi 1+? ? ?, - ,,,.? ;i>F; ....? .;',rl f• j? OAK? t? t: t. I tUlnt. 11 ,rl ;rw uu Iti,T E.1!?iC f ut' CX Irl}?ttl?.1,?, ._ _. _ -- - ? 1 I r 7 I itc'?.har? l_ j t t, nmir,!c0;,,M.c v t V,cx_ F'urlahL 1111,: , xtjrtE,ul.,}fCr, I ? 1:. ch;fr?c h t?2u'. ,>i:>irat,•n,•??r? n, _ __- -- -.. ---- -._ --- Ar1diEi<er"i irtlurrnacr;fr! ;end (!en 4 - ' f ? _ - i r ; .d , , 3 . f , n Ar eliftl -»wav._....?.I _._.-N..._ __._. _,_ .. T..•„_ _.... .....,. cr .........-. 1 '!? ? ? ti ? 1 ? l "-M.1.1 ' , ?^- r ,1 i 1 .. ?;\r ? )N-.'?+1 r?:, 1, 1,. •: 1; ! i:?-, .?••? A PA(cm .r 1. Alli L (4 10. 1 kit fJbtl .1019 OVMNNM% L4J NFPA +fl e , r, r Unit Amount , I!I :illl!U.J n.-? Itt111 f!Yl' '•. `v !t"III Illf 1:: :.:.tl lt.ll I ',? (IH1iI11 (!;ri I __-' .?•.'. 1 S I u,,;hlc link a 4.IO t• _j .`11)41 P cic + - i 1t;•:?Al:illt;ll lr')tta is Itri :'XItII?'llL?.tlt'C`. r .? r\I;(.' I'l)w!I; I LJ !3t i'u?+'tIA'I ,,j l_1 Il:lltnl i?!'tr ? I 5v,lrfu rvlin?h'r. I t kc(bar;`: r j n vc:u? :I:aiulrn.ull, .:IVicc LJ Iiv(lro-J.lsx. ic,. c lirr 1-'1'I)n:•I1l,frrr I _. --- - _ - -- - -- - - L. '...1?:: LItJI`1' ,_ ?;r?,:Ir.ru:,tnll•;t:!:?.? :?rl.,?r ? ?{?t!I1/_;I.tttt tc;•!-- - 1 f : 11. ?1;?;lllit'n,lt In11:4-i)r,l(1 it :1114! (1. t t .. - 1 i I-_-. _.__ ..._ __._._ jwY? ??..?1..C....._,L 1. i.• ?' 4'.??._... ? ._~-__ _. _ ? - I +{ 1 -.. ME t r? ! t . t t,rA? t r ..: :r, ,,. ..:.1. n .•;.r .•. 4i, r ri, ,.: ;.l•i,. ::,• , ?r, , li: 1. mC°C'M FIRE. PROTECTION & I-;.Q fIPI'AI_ N T 3700 WINDSOR MILL: RD BA L ! IONIRF Mid 21244 23410-496-1160 (FA h) y l 0-496 -19114 Prcrlcct Adtlres.s: Contact Person --_-- i. .---------•--• _ . w 1 . L ti Total Atllnlt72t ';pv,cial Not:_ Title. IMC'CAM FIRE PROTECTION & EQE_!IPNIENT 700 WINDSOR ti111.1 RI_? BA !'I(?fvtl":1,. MD 21244 n 41(? 166 ( F" \X) 4 10-49(ti- i t) i 9 (._:lT?i_2;:1 F?i'Y'tif'F;( ..._.__-•.i.?_Y?%t __C?.?'._..__?Al:? k?',.__..,,._ ___.._...._ ... .. _.. 4 '1ai -,117.6lyTC i IBID MEMO C, ?? JOB 7 e dl/ BID # / ADDRES O DATE - /Z-/ 7 FIRM c PREPARED BYE Gh C r ADDRESS'- ? G APPROVE BY, TYPE WORKOF - --? PHONE L l -S c.( vo •- INCLUDED n AMOUNT OF BID Tc,l4, eT vr' - T iG? / o n /) J _ l L S n /b I oT o-r n ?8' cult ?o 0 0--!? " c he c 4 yL II-ooo- 6 m `/o 0 ' ?=---- _ TOTAL BID L- 00 ACKNOWLEDGEMENT OF ADDENDA: TAX DELIVERY EXCLUDED INCLUDED RECEIVED BY: v .%,S. Uphoist, (717) 652-2957 www.hisuphoistery.com Narne _ ?• t % j iC'(?I _ f Gr C t (? C? e f)/!?i SO Z Address: % ? /O vP 7 5L?. / Phone 2l ?l -3 / nber: O f 141 q Description P+ C1y Amount ??• Cc ? n•! r CSNZ? f ?i2?aLpck oar -- - Tax Received: Total Terms and Condition ?z C, oa ,cZ o c) a Y y Y0 0O ES r70 Not responsible in case of fire, theft or hidden defects. All items shall be claimed and paid in full within (10) days upon notice of completion; said notice shall be complete upon first class mailing to address provided. Any items not claimed within to 110) days of notice shall thereaf- ter be subject to a $1.50 per day storage fee from daVeno'ice, aAny it em not claimed with thirty (30) days of notice shall be deemed to handoed and H.I.S. Upholstery is authorized to dispose of same at any time and by any means. The undersigned shall be re- sponsible for any and all damages, expenses or feeWof H.I.S. Upholstery for work performed ' u for disposition of unclaimed items. and materials provided, as well as expe7es Acc epted by. + .L. -------------------------- Dated: H.I.S. Upholstery • 3229 Elmwood Drive • Harrisburg, PA 17110 cNAME so,n ?i 0 2 3 1 ?-?-, 60-184 1 ACCOUNT NO. 'J 1 ?? 313 PAYTO THE \ ORDER OF ----?- t/ 1 POLA RS LJ-& KIEN10 Bank 1:0 3 L 30 L8Lt LI: America's Most Convenient Bank 1-888-YES-0004 4ccount:537582553 Check#:231 Amount:$400.00 Date Presented:10-10-2007 Er)I O i bR7 r-_ 'T m n Irk; E, V. i ,-- 1 1, 9 yj Ilk V t13T EMtai BIALT 1'?09 7 ?5 ??? 3? 113 `. ?,a 1 --1- ?? - - ?Z-<4 3 L1100000 LIDO 0011, m I ;7 •i f. I ? . • ?l J ? O rTi TI 'CP win Mol r I - I h? -E T ?- 1a ; I _ =, N n 1 I - --? m I 1 = n n JEANYONG S SOL 07-06 5350 RNENDAIE BLVD. MECHANICSBURG, PA 17050 Pay to the Order of - . .-?- 7 J Date soy 60-1$4/313 03 C? • uc?nprs 8 ? r„ Commerce - 4"k ssnwr srrv%r _ . For- 1:0 3 1 30 i8 4 6j: 5 3 7 4 2 280 Ou' 0 30 i 0000040000818 C-,W~ I Account:537422800 Check#:301 Amount:$400.00 Date Presented:09-10-2007 7 C-6 ? C*P 1515-015 ?CO '?. 40 _ _ = ? Cn LO a ,. ° lfl ?\ sl o M $I^ M e 10 O 1p 0 ` {fl ? o ? .? O I ? u i ro ? d I -1 z € m 0 O f S ? 5 m - 2 a d z d o VI a,; I 5? Ii 111 !1-- ? ? M $ m ° o CD O ? iN A .O O J m O Y c ? u 0 4 ? I s z m z O p r° a w z ? m 6 g a ? I 0 N O O O O 6.9 C O O! G M M U a? U ? M O O ? N 00 W k t` n M O N O N U ? ?N Q L1r a? D 0 0 0 0 o? 09 a ? O M M U N U M O W.) O v1 N 0 M O V1 ,D 7 O ? U N ¢a 11 M al c,? s s 1U o a) 0 0 ° ? L o O O ° ?° 0 o ? m O O M1 ? M C U N U r t M O l v-i N 00 O n t C0 Z Om M O W) .b Lu a m v d a qq 1? O N U N ¢a r- C) 0 N O 00 N i-? .ii ?N G O cc 1 4 cD a " I I! ? N SI" D ? CY) Q o 0 0 ? ? ' 8 1 1 I D z I n D r-n I ? 6 1 I 1 O B ^ r- O ? C) < o o ? O A o ,.u w? I 1 ? m ? o' ttl a A 5 O N U N U M O ? O ? N N p 00 N M O O ? U N N N Q O 0 0 0 0 69 G i~ Q ?O t` r .L U N L" U? M O k O ? 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N Q O . n VJ m `0 vMi a? P C7 O v ¢q co X32 o° ?b F? ljl? .. al O O O ^'$m O O fs h w D h h ? c Ej tJ n U U m U ** 2 ? r•y O 0 V?j N m ? ~ cn D O : 'L7 r... D : q O a> V CL> t 03 C) 6q to Ir C in o0 ?,? _ l? n C ? ti U .7 ai-s nl Op r 0 ( p CJI U Q Q 0 0 M 00 Q m ?, r 'Nb Lij (N C13 L^ W is ?I l O - ! •?; --a 41 ?ir O: tel.. ? v. Q ' tR 00 23 'L z rri Off; ?s8 O >-T ; o 0. "c- - PAY TO THE ORDER OF COMMERCE BANK, NEW YORK NEW YORK, NY 10016 026013673 FOR DEPOSIT ONLY MULTI STATE PROPERTIES INC 7916242600 C A' r; 0111 11 LF CC Aw_j 3 . W JW:= locr JIujcc cx £:W CU. LJ r a• ED ? p]'1 tYrl r LAJ M r 4 F--Wt 4 . •'. .•. :?I 11... nl?[1•In^'+1 1a5 '1?•.•n 1 1 4 1Ir •1 ,11:1: 111 5 ? -? i •n 1. 1 ICINi C? t•-Vd. N1 I c I I, ?' ! 1 ? It y!P 111! lV nlll•: 3 1. 1.1?. ??.• •. X11 :, vP a.• Itl? :? a!...nl t ? s '.r: apb°.v m •7:•1 r !1: ? ? i 110 0 0 N 1 b a? C d) a, a D 0 0 6 0 If) M 69 0 Q 0 M O U N U M Vl 00 N M V1 G 0 U U Q G? ?? ',. --- - MERCfAL ?? REALTY G ROUP, I.C. FOR D[ POSI70t?lLY ' 0 - - y - ? C•. r•.,T CI'.I I, ...l.l•/ C:1 ..•G-1 1) 1.1'.' p ?• - ?? - - •? \ - ^f:?l'J I[..: III ?•1::.: T? 1-.--X1 1,11. , .. cu _ ; wtT a-1 t -? rJ ?? r r--1 lye _ Li MW to ;l,i•a, rill OJ a O ? r - 4 F_ h cu In (la [.0 t0 Cu (M.. za -1 QV rj7 .L! 10 . - rte `D ?- a J-0 - C) .a' ,N ;. ti O ?.. ? ? ??y,?i 7 c:runl?nl '. ihl Uf 1?,: 1.' 11 ' ' l l l I v ',r nl h.S: h•? ll l ^ ;fir n 1?1 ? ? ? - ? ' " ? l r IIl I a f \:, 1 l Ol 'j 1,•n; res I? nlar I,r I ^ Cl.r r n _r1 = vl?:, t:: c'[/' Ir,\? :it .L. I - - - ? " • 0 11? Ill t 0.1.11 11 l - l • A i • ' + l l ' 111 ._ O w I . . '. .:.V , n • Ir a na f I I 1 ? ' 1)11.1 ,n 11 Il Orl l•• I.n I L J •Tt• nvlrf l`wc il I lrl , : Pl .afl lr L•:': t 1 LJ : ^ rid w • re r.md Y] a; p ! t ry,- . 1. n 1 . n, 'a00 - O .: •Cal4,C. SLUNS OI - flat: aVpc.,r In _ F- ".' ? . LL ? ? '' 2nll" cr aumunl ?r . rT .. ? . - ,: 1?•`-?:Y..?!•..v .-r >L YIi:ST.?.?Ti:i?zaia.?7zJ-_..•.r1.a ... . . I,I r..rl.. •.WO' A3].K i HvIW.IW 1 `..• nr ru•I•Ir.n sa?ll•I i l 0 N O .b N Y C. U rn a N yN Q 0 0 0 0 0 G 0 0 E Q N O U N M In 00 N M C O U U Q 0 0 GOLDEN GATE 07406 160 1233 N 3RD STREET 60-t84/3t3 HARRISBURG, PA 17102 Date 11-2-,9 oa _ Pa to the Order of ? T iRVht.a.? '. Sf liars Comm&/ce Bane America's Most Convenhnt Bank* 7-888-YES-tla0? For ' 1:03L3018461: 53 ?3?488 60 0L60 "'!"?. _s! s src ?+?1is as 'yes ., .", "?r? *1 MS1y!? saw ??r t.! rvt srr?ar? ?AMt-AV-r 7- off,% 1-1?- Wlwl aw -- Nccount:537374886 Check#:160 Amount:$84.28 Date Presented:02-09-2007 = n ! 4 r ? i Ls A.-. L... _ LJ 2 .I ..L.. Z {.- L t..t f iJ 1 ?K.? t J U...? \ ill - fl7-f 09e ,7007 ?... 4..1 t 1 9 t t I L.. t..- V L t 1't CHLR R'Y ill ILL . t ? V ? A S T f hi } o $? T J V j _ t T LL) a Lfl _ _ A rv Ln LLI Q?? (1 \ O O'cc? rn O ? LL. o Z?z ?• N N, W¢ c, }1 0 Cc <,> tL- (?,??, • '7 9 1 5-70 Li?c V m LD?LJ rl.? J torn= f\lL 1c1c A LLfl1J C) L_.1 cm i. F3 Co r-. ?a-mLb - mCLCD Cl" d mrVfV © Gl M% W M-4 ICI . ; F ? •., - Ilns.ll ?I?nsr t tlnnn c s •, .,? ?.•. ,n ,: I... lu i:nlrl cn, cF I•: u0. ' 'In "W L:I::I .1 j.•.1 , 0•i 1 nl I b ..!? -,!he W L,OF le p"It • .'ll? n• Intl up ?Cnrl iC InA I I.•I:f Ivs 0 0 N N -o +U+ C N N a Ca N 0 Q M 0 x U N U M kn Lo N l? M C 0 0 U U Q CNA CNA Connect Renewal Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO B 2091121241 VALLEY FORGE INSURANCE COMPANY 01/29/2008 01/29/2009 333 S. WABASH CHICAGO, IL. 60604 INSURED NAME AND ADDRESS Jin Yong Sol DBA Golden Gate II 3601 Market Street CAMP HILL, PA 17011 AGENCY NUMBER AGENCY NAME AND ADDRESS 049290 JOHN Y. YOO 1135 W CHELTENHAM AVE, STE 106 ELKINS PARK, PA 19027 Phone Number: (215)782-1017 BRANCH NUMBER BRANCH NAME AND ADDRESS 300 PHILADELPHIA BRANCH 30 SOUTH 17TH ST., 20TH FL. PHILADELPHIA, PA 19103 Phone Number: (000)000-0000 This policy becomes effective and expires at 12:01 A.M. standard time at your mailing address on the dates shown above. The Named Insured is an Individual. Your policy is composed of this Declarations, with the attached Common Policy Conditions, Coverage Forms, and Endorsements, if any. The Policy Forms and Endorsement Schedule shows all forms applicable to this policy at the time of policy issuance. The Estimated Policy Premium Is $1,972.00 Terrorism Risk Insurance Act Premium $29.00 Audit Period is Not Auditable INSURED Page 1 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 2091121241 Jin Yong Sol DBA Golden Gate II 3601 Market Street CAMP HILL, PA 17011 PROPERTY COVERAGE LIMIT OF INSURANCE The following deductible applies unless a separate deductible is shown on the Schedule of Locations and Coverage. Deductible: $1,000 Business Income and Extra Expense Coverage Business Income and Extra Expense 12 Month Loss Sustained Business Income and Extra Expense - Deductible 72 HOURS Business Income and Extra Expense - Dependent Properties $10,000 Employee Dishonesty $25,000 Forgery and Alteration $25,000 LIABILITY COVERAGE LIMIT OF INSURANCE Each Occurrence Limit $1,000,000 Medical Expense Limit $10,000 Personal and Advertising Injury $1,000,000 Products/Completed Operations Aggregate $2,000,000 General Aggregate $2,000,000 Damage To Premises Rented To You $300,000 Employment Practices/Fiduciary Liability Retroactive Date: 01/29/2008 $10 000 EPLI Deductible: $0 , INSURED Page 2 of 6 POLICY NUMBER B 2091121241 INSURED NAME AND ADDRESS Jin Yong Sol DBA Golden Gate II 3601 Market Street CAMP HILL, PA 17011 SCHEDULE OF LOCATIONS AND COVERAGE LOCATION 1 BUILDING 1 3601 Market Street Camp Hill, PA 17011 Construction:Joisted Masonry Class description: Restaurants- Family Style - Asian - Sales Of Alcoholic Beverages < 4 Building Glass Deductible: $250 Windstorm and Hail!Deductible: $1,000 PROPERTY COVERAGE LIMIT OF INSURANCE Accounts Receivable $25,000 Business Personal Property $70,000 Electronic Data Processing $50,000 Fine Arts $25,000 Ordinance or Law $25,000 Seasonal Increase:'25% Valuable Papers & Records $25,000 INSURED Page 3 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 2091121241 Jin Yong Sol DBA Golden Gate II 3601 Market Street CAMP HILL, PA 17011 LOSS PAYEE SCHEDULE All loss payees as their interests may appear in the Covered Property. The following provisions apply in accordance with the insurable interest of the loss payee: Description of Property: Any Covered Property in which a loss payee, creditor or lender holds an interest, including any person or organization you have entered a contract with for the sale of Covered Property. INSURED Page 4 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 2091121241 Jin Yong Sol DBA Golden Gate II 3601 Market Street CAMP HILL, PA 17011 FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms, Schedules and Endorsements by Line of Business that are a part of this policy. COMMON FORM NUMBER FORM TITLE SB146985A 01/2006 Pol Limtn Disclosure Notice Excl - Respirable Dust SB147027A 01/2006 Pennsylvania Changes SB147030A 01/2006 Pennsylvania Notice SB147075A 01/2006 Economic and Trade Sanctions Condition SB147082A 01/2006 Businessowners Common Policy Conditions SB147086A 01/2006 Loss Payable Provisions SB147088A 01/2006 Exclusion -Asbestos SB300161A 01/2006 Policy Limitation Disclosure Notice Excl - Silica COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146801C 01/2007 Businessowners Special Property Coverage Form SB146802D 03/2006 Business Income and Extra Expense SB146803A 01/2006 Seasonal Increase SB146804A 01/2006' Arson and Theft Reward SB146805A 01/2006 Claim Data Expense SB146806A 01/2006 Debris Removal SB146807A 01/2006 Employee Dishonesty SB146808A 01/2006 Expediting Expenses SB146809A 01/2006 Fine Arts SB146810A 01/2006 Fire Department Service Charge SB146811A 01/2006 Fire Protective Equipment Discharge S13146812A 01/2006 Forgery and 'Alteration SB146813A 01/2006 Newly Acquired or Constructed Property SB146814B 03/2006 Ordinance or Law SB146815A 01/2006 Outdoor Trees, Shrubs, Plants and Lawns SB146816A 01/2006 Pollutant Clean Up and Removal SB146817A 01/2006 Preservation of Property SE146818A 01/2006 Temporary Relocation of Property SB146819A 01/2006 Water Damage, Other Liquids, Solder, Molten Damage SB146820A 01/2006 Accounts Receivable SB146B21A 01/2006 Appurtenant Buildings and Structures SB146822A 01/2006 Building Glass SB146B23A 01/2006 Business Income Extra Expense - Dependent Property SB146824A 01/2006 Business Income Extra Expense-Newly Acquired Locs SB146825A 01/2006 Business Personal Property Off Premises SB146B26A 01/2006 Civil Authority SB146827B 03/2006 Electronic Data Processing SB146830A 01/2006 Money Orders and Counterfeit Paper Currency S13146831A 01/2006 Nonowned Detached Trailers = SB146832A 01/2006 Ordinance or Law-Increased Period of Restoration SB146833A 01/2006 Outdoor Property SB146834A 01/2006 Personal Effects _ SB146835A 01/2006 Signs SB146836A 01/2006 Spoilage Consequential Loss SB146837A 01/2006 Theft Damage to Rented Property SE146838A 01/2006 Valuable Papers and Records INSURED Page 5 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 2091121241 Jin Yong Sol DBA Golden Gate II 3601 Market Street CAMP HILL, PA 17011 FORMS AND ENDORSEMENTS SCHEDULE COMMERCIAL PROPERTY FORM NUMBER S3146850B 03/2006 SB146871A 01/2006 SB147084A 01/2006 SB300129A 03/2006 SB300144A 01/2006 SB300146A 01/2006 FORM TITLE Business Income Extra Expense - 72 Hour Deductible Windstorm or Hail Deductible Fungi, Wet Rot, Dry Rot and Microbe Exclusion TARGETED HACKER ATTACK Notification Endorsement of Impending Law Change Cap on Losses From Certified Acts of Terrorism COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE SB146932B 03/2006 Non-Contractors Blanket Additional Insured SB147078A 01/2006 Exclusion - Violation of Statutes SB147079A 01/2006 War Liability Exclusion SB147080A 01/2006 Exclusion - Silica SB147081A 01/2006 Exclusion - Respirable Dust SD147083A 01/2006 Fungi / Mold / Mildew / Yeast / Microbe Exclusion SB147085A 01/2006 Known or Continuing Injury Damage SB147089A 01/2006 Employment - Related Practices Exclusion SB300000B 01/2007 Businessowners Liability Coverage Form SB300119A 01/2006 Addl Insrd - Owners or Other Interests SB300185A 01/2006 Property Damage Definition Amendatory Endorsement SB300441A 01/2007 Fiduciary Liability CoverageForm SB300449A 01/2007 Employment Practices Fiduciary Liability Coverage SB300450A 01/2007 Employment Practices Liability Coverage Form *** PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY *** FORM NUMBER FORM TITLE SB300453A 07/2007 Important Information for our CNA Connect Policyho Countersignature ' L.Q Chairman of the Board lJ ?S.rete SB-146895-A (Ed. 01/06) INSURED Page 6 of 6 CNA SB-300119-A (Ed. 01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS OR OTHER INTERESTS FROM WHOM LAND HAS BEEN LEASED This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE* N_ N 0 a Name Of Person Or Organization: MULTI STATE PROPERTIES, INC. PHILIP BAYER Designation Of Premises (Part Leased To You) 3601 MARKET STREET, CAMP HILL, PA 17011 * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. The following is added to Paragraph C. Who Is An This insurance does not apply to: Insured: a: Any "occurrence" that takes place after you cease 4. The person or organization shown in the Schedule is to lease that land; or also an insured, but only with respect to liability arising b. Structural alterations, new construction or out of the ownership, maintenance or use of that part demolition operations of the land leased to you and shown in the Schedule performed by or for the and subject to the following additional exclusions: person or organization shown in the Schedule. SB-300119-A Page 1 of 1 (Ed. 01/06) CNA 333 S Wabash Chicago, Illinois 60604 Policy Number From Policy Period To B2 91121241 01/29/08 01/29/09 Named Insured And Address JIN YONG SOL DBA GOLDEN GATE II 3601 Market Street CAMP HILL, PA 17011 Coverage,ls Provided By Agency Valley Forge Insurance Company 1049290300 Agent JOHN Y. YOO 1135 W CHELTENHAM AVE, STE 106 ELKINS PARK, PA 19027 ** CANCELLATION MEMO ** 0 N N N m 0 yN_ O O O N oO O CNA Connect POLICY 2 91121241 FLAT CANCELLATION EFFECTIVE 01/29/21,008 TOTAL UNEARNED PREMIUM UNBILLED PREMIUM FROM THE EFFECTIVE DATE OF THE CANCELLATION TOTAL RETURN PREMIUM DUE $1,972.OOCR $0.00 $1,972.OOCR ISSUE DATE 02/29/08 OF THE il`.? m 2uu ),- I ? f-: - L u GL . -v' Kevin D. Gillespie, Esquire Supreme Court ID #78758 Boswell, Tintner & Piccola 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 - Telephone (717) 236-9316 - Facsimile kqillespie@btpalaw.com Attorneys for Defendant, Multi State Properties, Inc. SANG KYU KWAK, and JEANYOUNG S. SOL, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : Docket No. 07-7587 : CIVIL ACTION : JURY TRIAL DEMANDED DEFENDANT'S MOTION FOR ENTRY OF JUDGMENT ON ORDER DIRECTING SANCTIONS AGAINST THE PLAINTIFFS Petitioner, Multi State Properties, Inc., by and through its counsel, Kevin D. Gillespie, Esquire, and BOSWELL, TINTNER & PICCOLA, respectfully requests that this Honorable Court enter judgment against the Plaintiffs, jointly and severally, in the amount of $1626.50, and in support thereof, states as follows: 1. Petitioner-Defendant filed a Motion to Compel Discovery and for Sanctions on or about March 26, 2009, after the Plaintiffs had failed to respond to discovery requests duly served on or about January 15, 2009. 2. The Honorable Judge J. Wesley Oler Jr. issued a Rule to Show Cause on March 30, 2009 as to why the Motion should not be granted and granted the Plaintiffs an additional fourteen (14) days to produce their responses. 3. Plaintiffs' counsel at that time, Douglas R. Roeder, filed a Response to Defendant's Motion on or about April 13, 2009, wherein he represented that Plaintiffs, themselves, were completely responsible for the ongoing failure to respond to Defendant's First Set of Interrogatories and Requests for Production of Documents. Specifically, Attorney Roeder cited the Plaintiffs' failure to respond to his correspondence, their failure to return his telephone messages, their failure to set up an appointment with his office as had been repeatedly requested, and their ongoing failure to produce answers/responses to Defendant's discovery requests. Attorney Roeder has since withdrawn from the case, due to the Plaintiffs' failure to cooperate with him. 4. Plaintiffs continued to fail to comply with the Defendant's discovery requests, and as a result thereof, the Defendant filed a Petition to Make the Rule Absolute on or about June 3, 2009. 5. The Honorable Judge J. Wesley Oler Jr. then issued an Order of Court on June 9, 2009, wherein the Court granted the Defendant's Motion to Compel and directed the Plaintiffs to produce answers and responses, without objections, within twenty-one (21) days of the date of the Order. 6. The Order of Court further advised the Plaintiffs that their failure to do so, "shall, upon further motion by Defendant, result in the imposition of sanctions pursuant to Pennsylvania Rule of Civil Procedure 4019." 7. The Plaintiffs failed to comply with the aforementioned Order of Court and the Defendant moved for imposition of sanctions. 8. A hearing was held before the Honorable J. Wesley Oler, Jr. on September 1, 2009 on the Defendant's request for imposition of sanctions, wherein the Plaintiffs admitted to their ongoing failure to comply with the Defendant's discovery requests. 9. As a result of the aforementioned non-compliance, Judge Oler granted the Defendant's request for sanctions and directed the Plaintiffs to pay attorney's fees to the Defendant in the amount of $1626.50 within 30 days of the date of the hearing, September 1, 2009. A true and correct copy of the Order of Court is attached hereto and marked Exhibit "A." 10. Counsel for the Defendant directed correspondence to each of the Plaintiffs regarding satisfying the Court's sanctions order on September 11, 2009. A true and correct copy of said correspondence is attached hereto and marked Exhibit "B." 11. Since that date, Attorney David C. Dagle has indicated that he will assume the Plaintiffs' representation in this matter. 12. To date, the Plaintiffs have taken no steps to satisfy the Court's sanctions order. WHEREFORE, Petitioner-Defendant respectfully requests this Honorable Court to enter judgment against the Plaintiffs, jointly and severally, in the amount of $1626.50, said judgment being against the Plaintiffs and in favor of the Defendant. Respectfully Submitted, evin 15. Gillespie, Esquire upreme Court ID #78758 BOSWELL, TINTNER & PICCOLA 315 North Front Street Post Office Box 741 Harrisburg, PA 17108-0741 (717) 236-9377 Counsel for Defendant, Multi State Properties, Inc. Date: 10 - 8 - y9 SANG KYU KWAK and, JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant By the Court, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 07-7587 CIVIL TERM ORDER OF COURT AND NOW, this 1st day of September, 2009, upon consideration of Defendant's Motion For Imposition of Sanctions Pursuant to Pa. R. Civ. P. 4019 and following a proceeding at which the Plaintiffs appeared representing themselves and at which the Defendant was represented by Kevin D. Gillespie, Esquire, and the Court being satisfied that the Plaintiffs have not complied with the Order of Court with respect to discovery in this case, it is ordered and directed as follows: 1. Plaintiffs are directed to pay attorney's fees to Defendant in the amount of $1626.50 within 30 days of today's date; and 2. Plaintiffs are directed to respond fully and without objection and in the form required by the Pennsylvania Rules of Civil Procedure to Defendant's First Set of Interrogatories and First Set of Requests for Production of Documents within 14 days of today's date; and 3. In the event that Plaintiffs have not complied with paragraph 2 of this order within the said 14 days, the Court will upon motion of Defendant enter judgment in favor of Defendant and against Plaintiffs on Plaintiffs' claims herein and provide such other relief as it deems appropriate. npy FROM RECOU SWd Colo at CaTu*- Pa EXHIBIT J. esley' OT-E r, r. , J. Sang Kyu Kwak 2163 North Fourth Street Harrisburg, PA 17110 Plaintiff, pro Se Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 Plaintiff, pro Se Kevin D. Gillespie, Esquire 315 North Front Street P.O. Box 741 Harrisburg, PA 17108-0741 For Defendant pcb BOSWELL, TINTNER & PICCOLA COUNSELORS AT LAW 315 NORTH FRONT STREET P.O. Box 741 LEONARD TINTNER JEFFREY E. PICCOLA JEFFREY R. BOSWELL KEVIN D. GILLESPIE HARRISBURG. PA 17108-0741 17171 236-9377 FAX 17171 236-9316 WWW.BTFALAW. COM September 11, 2009 Sang Kyu Kwak 2163 North Fourth Street Harrisburg, PA 17110 Jeanyoung S. Sol 5330 Rivendale Blvd. Mechanicsburg, PA 17050 WILLIAM D. BOSWELL 11943 -19991 DENISE L. FOSTER PARALEGAL RE: Sang Kyu Kwak and Jeanyoung S. Sol v. Multi State Properties, Inc. Cumberland County Court of Common Pleas Civil No. 07-7587 Dear Sir and Madam: Enclosed herewith please find the Order of Court recently entered in the above- captioned matter. Please note that you are required to pay $1626.50 in attorney/legal fees pursuant to the Order. Please make your check(s) payable to "Boswell, Tintner & Piccola" in the amount of $1626.50 and remit it to our office at "P.O. Box 741, 315 North Front Street, Harrisburg, PA 17108-0741." Please note that any failure to comply with the Order in this regard will result in the Defendant seeking additional sanctions against you. Thank you in advance for your anticipated timely compliance with the Order of Court. Sincerely, C 44 IK vin D. Gillespie, Es q. Enclosure CC: Phillip Bayer (w/o enclosure) EXHIBIT CERTIFICATE OF SERVICE I do hereby certify that I have served a true and correct copy of the foregoing Defendant's Motion for Entry of Judgment on Order Directing Sanctions Against the Plaintiffs, by placing the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: David C. Dagle Law Offices of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 Counsel for Plaintiffs By Date: 10-8 C"F Tr r Y ?.? 261,90C, -6 Pit SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 07-7587 CIVIL TERM IN RE: DEFENDANT'S MOTION FOR ENTRY OF JUDGMENT ON ORDER DIRECTING SANCTIONS AGAINST THE PLAINTIFFS ORDER OF COURT AND NOW, this 13'x' day of October, 2009, upon consideration of Defendant's Motion for Entry of Judgment on Order Directing Sanctions Against the Plaintiffs, a hearing is scheduled for Monday, December 14, 2009, at 9:30 a.m., in Courtroom No. 1, Cumberland County Courthouse, Carlisle, Pennsylvania. David C. Dagle, Esq. Law Offices of Darrell C. Dethlefs 2132 Market Street Camp Hill, PA 17011 Attorney for Plaintiffs /in D. Gillespie, Esq. 315 North Front Street P.O. Box 741 Harrisburg, PA 17108 Attorney for Defendants :rrc BY THE COURT, F?te?-1i p 2009 OCT 14 Fib 1: 56 ,; ,I TV SANG KYU KWAK and JEAN YOUNG S. SOL, Plaintiffs v IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW MULTI STATE PROPERTIES INC., Defendant NO. 07-7587 CIVIL TERM IN RE: SANCTIONS ORDER OF COURT AND NOW, this 14th day of December, 2009, upon consideration of Defendant's Motion for Entry of Judgment on Order Directing Sanctions Against the Plaintiffs, and following a proceeding in court in which Plaintiffs were represented by David C. Dagle, Esquire, and Defendant was represented by Kevin D. Gillespie, Esquire, judgment is hereby entered in favor of Defendant and against Plaintiffs for attorneys fees in the amount of $1,811.50. This judgment does not represent a determination as to the merits of either party's case against the other. It is noted that Plaintiffs' counsel has proposed that the Plaintiffs pay this debt by way of $250 payments per month. Whether this is acceptable to the Defendant will be a matter of negotiation between the parties. By the Court, J. David C. Dagle, Esquire 2132 Market Street Camp Hill, PA 17011 ?F r Plaintiffs ? Kevin D. GillesPie Esquire 315 North Front Street P.O. Box 741 Harrisburg, PA 17108 For Defendant .t,,.p Oler, Jr., J. all r/0 :mae FILED-+Dr ICE OF THE" PROTHIONMARY 2009 DEC 15 PIS 1: 3 7 Lp V .'?7?i Y1 PEI' 4NSYLVAN;.A. Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs-Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone - (717) 975-9446 Fax - (717) 975-2309 DDethlefsra?aol.com SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant f? Petitioner : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO.: 07-7587 PETITION FOR LEAVE TO WITHDRAW APPEARANCE PURSUANT TO PA. R.C.P. 1012 AND NOW, comes the DETHLEFS-PYKOSH LAW GROUP, LLC, by and through Darrell C. Dethlefs, Esquire, present legal counsel for Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, and files this Petition to Withdraw as Counsel of Record and in support thereof avers the following: 1. Your Petitioner is The Dethlefs-Pykosh Law Group, LLC, by Darrell C. Dethlefs, Esquire, 2132 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Attorneys from Petitioner's law firm, including, but not necessarily limited to, Darrell C. Dethlefs and David Dagle, may have entered an appearance on behalf of Plaintiffs in this matter. 3. Petitioner makes this Petition on behalf of all attorneys associated with Petitioner's law firm relative to this matter. 4. On September, 2009, Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, contacted Petitioner seeking legal counsel for this matter concerning Defendant. 5. Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, have not kept up with their obligations to communicate with Petitioner in this matter. 6. Petitioner has made numerous attempts to contact Plaintiffs but have been unable to reach them by phone and by correspondence. 7. Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, have substantially failed to fulfill their obligations and duties as clients in this matter. 8. Petitioner is without sufficient assistance of clients to adequately represent Plaintiffs. 9. Petitioner's continued representation of Sang Kyu Kwak and Jeanyoung S. Sol has been rendered unreasonably difficult by virtue of Sang Kyu Kwak and Jeanyoung S. Sol's failure to fulfill their obligations as clients in this matter, and good cause exists under Rule 1.16(b)(7) of the Pennsylvania Rules of Professional Conduct for Petitioner's withdrawal of appearance in this case. 10. Based upon all of the foregoing, Your Petitioner respectfully requests that the Honorable Court Order that the Petitioner and all attorneys associated with Petitioner is formally withdrawn as counsel for Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol. WHEREFORE, Your Petitioner, The Dethlefs-Pykosh Law Group, LLC, respectfully requests this Honorable Court to grant leave for the entry of an Order allowing its Withdrawal from legal representation of the Plaintiffs pursuant to Pa. R.C.P. 1012. Respectfully submitted, The Dethle -Pykosh Law Group, LLC Date: r BY Darr . Dethlefs, Esquire I. D. # 58805 2132 Market Street Camp Hill, Pennsylvania 17011 (717) 975-9446 SANG KYU KWAK and : IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. CIVIL ACTION - LAW MULTI STATE PROPERTIES, INC., NO.: 07-7587 Defendant CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Petition to Withdraw as Counsel of Record, was hereby served by depositing the same within the custody of the United States Postal Service, First Class, postage prepaid, addressed as follows: Jeanyoung Sol 5350 Rivendale Blvd Mechanicsburg, PA 17050 Sang Kyu Kwak 2163 North 4t" Street Harrisburg, Pennsylvania 17110 Multi-State Properties, Inc. c/o Kevin D. Gillespie, Esquire 315 N. Front Street P.O. Box 741 Harrisburg, Pennsylvania 17108 Respectfully su i ed, Date: I By: Darrell thlefs, Esquire I. D. # 58805 2132 Market Street Camp Hill, Pennsylvania 17011 (717) 975-9446 SANG KYU KWAK and : IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. CIVIL ACTION - LAW MULTI STATE PROPERTIES, INC., NO.: 07-7587 Defendant RULE AND NOW, this the day of iM v 2011, a RULE is issued upon Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, and Defendant, Multi State Properties, Inc., to show cause as to why the Petition to Withdraw as Counsel of Record for Plaintiffs, Sang Kyu Kwak and Jean Young S. Sol, should not be granted. RULE returnable 0 s j c d A(o t- A eT, BY THE COURT- W J. Distribution Legend Jeanyoung Sol 5350 Rivendale Blvd IT Mechanicsburg, PA 17050 ?s t ?y gym-: .L, Dethlefs-Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 C"'." ?r /Sang Kyu Kwak 3' 6f 2163 North 4th Street Harrisburg, Pennsylvania 17110 ? Multi State Properties, Inc. c/o Kevin D. Gillespie, Esquire 315 N. Front Street P.O. Box 741 Harrisburg, Pennsylvania 17108 FILED-OFFICE OF THE PROTHONOTARY 2911 MAR 29 PM 2: SO CU PENNSYLVANIA T Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs-Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone - (717) 975-9446 Fax - (717) 975-2309 DDethlefs &aol.com Petitioner SANG KYU KWAK and : IN THE COURT OF COMMON PLEAS OF JEANYOUNG S. SOL, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. CIVIL ACTION - LAW MULTI STATE PROPERTIES, INC., NO.: 07-7587 Defendant MOTION TO MAKE RULE ABSOLUTE AND NOW, comes the DETHLEFS-PYKOSH LAW GROUP, LLC, by and through Darrell C. Dethlefs, Esquire, present legal counsel for Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, and files this Motion to make this Honorable Court's March 7, 2011 Rule Absolute and in support thereof avers the following: 1. Your Petitioner is The Dethlefs-Pykosh Law Group, LLC, by Darrell C. Dethlefs, Esquire, 2132 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011. 2. On March 1, 2011, Petitioner filed a Petition for Leave to Withdraw Appearance pursuant to Pa. R.C.P. 1012. 3. On March 7, 2011, this Honorable Court by Order of Judge Oler, issued a Rule upon Plaintiff and Defendant to show cause as to why the relief sought in the aforementioned Petition should not be granted. 4. Pursuant to the aforementioned Order, the Rule was returnable on or before March 28, 2011. 5. No response has been filed by either of the Plaintiffs or Defendant to the March 7, 2011 Rule. 6. Based upon all of the foregoing, Your Petitioner respectfully requests that the Honorable Court order that the Petitioner and all attorneys associated with Petitioner is formally withdrawn as counsel for Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol. WHEREFORE, Your Petitioner, The Dethlefs-Pykosh Law Group, LLC, respectfully requests this Honorable Court to make the March 7, 2011 Rule Absolute and enter an Order allowing its Withdrawal from legal representation of the Plaintiffs pursuant to Pa. R.C.P. 1012. Respectfully submitted, C The :7T7???L Date: By: i3arren e thlefs, Esquire I. D. # 8805 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone: (717) 975-9446 SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs v. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO.: 07-7587 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Petition to Withdraw as Counsel of Record, was hereby served by depositing the same within the custody of the United States Postal Service, First Class, postage prepaid, addressed as follows: Jeanyoung Sol 5350 Rivendale Blvd Mechanicsburg, PA 17050 Sang Kyu Kwak 2163 North 4th Street Harrisburg, Pennsylvania 17110 Multi-State Properties, Inc. c/o Kevin D. Gillespie, Esquire 315 N. Front Street P.O. Box 741 Harrisburg, Pennsylvania 17108 Respectfully suftitted, Date: ?' - k By: Darrell "ethlefs, Esquire I. D. # 58805 2132 Market Street Camp Hill, Pennsylvania 17011 (717) 975-9446 SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANI A . CIVIL ACTION - LAW 3 c* -? r rn z NO.: 07-7587 z, i= .u or- mr? - ORDER =C) n om --4 M AND NOW, this the 30 ? day of 2011, upod consideration of the Petition of the Dethlefs-Pykosh Law Group, LLC, it is hereby ORDERED, that the attorneys of the Dethlefs-Pykosh Law Group, LLC, present counsel for Plaintiffs, Sang Kyu Kwak and Jeanyoung S. Sol, are permitted to withdraw all representation of said Plaintiffs in the instant matter. Distribution Legend Dethlefs-Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Sang Kyu Kwak 2163 North 4th Street Harrisburg, Pennsylvania 17110 Jeanyoung Sol 5350 Rivendale Blvd Mechanicsburg, PA 17050 Multi State Properties, Inc. c/o Kevin D. Gillespie, Esquire 315 N. Front Street P.O. Box 741 Harrisburg, Pennsylvania 17108 SANG KYU KWAK and JEANYOUNG S. SOL, Plaintiffs V. MULTI STATE PROPERTIES, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 07-7587 CIVIL TERM IN RE: DEFENDANT'S MOTION TO DISMISS COMPLAINT FOR FAILURE TO PROSECUTE and MOTION FOR JUDGMENT ON DEFENDANT'S COUNTERCLAIM ORDER OF COURT AND NOW, this 10`h day of July, 2012, upon consideration of Defendant's Motion To Dismiss Complaint for Failure To Prosecute and Motion for Judgment on Defendant's Counterclaim, a Rule is hereby issued upon Plaintiffs to show cause why the relief requested should not be granted. RULE RETURNABLE within 30 days of service. BY THE COURT, f J J? Christyle L. Peck, J. l? Sang Kyu Kwak 2163 North 4t' Street Harrisburg, PA 17110 Plaintiff, pro Se Jeanyoung S. Sol 5350 Rivendale Blvd. Mechanicsburg, PA 17050 Plaintiff, pro Se C? C._ ".IT4 j/ Kevin D. Gillespie, Esq. 315 North Front Street Harrisburg, PA 17101 Attorney for Defendant :rc CAP