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HomeMy WebLinkAbout08-4046Merchants Express Money Order Company, Inc PLAINTIFF V. Gaurang Bhupatker Individually, jointly and severally, DEFENDANT and Alpa Bhupatker Individually, jointly and severally, DEFENDANT and H & G Traders, LLC, d/b/a Exxon Limited Liability Company DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2008 - ,r1ldtf? C?U?` No. NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. ist lay4-.. PROTHONOTARY % If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 (800) 543-8207 Merchants Express Money Order Company, Inc PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY V. Gaurang Bhupatker Individually, jointly and severally, DEFENDANT and 72008 No. O a'- I6 6 Gzu, 14 c^ Alpa Bhupatker Individually, jointly and severally, DEFENDANT and H & G Traders, LLC, d/b/a Exxon Limited Liability Company DEFENDANT CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the compliant filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal: $ 5,738.47 Interest: $ 57.38 Lost Fee Income: $ 10,412.43 Attorney Fees: $ 5,348.73 Total: $ 21,557.01 I evin utkins, Esq. Attorney for Defendants Merchants Express Money Order Company, Inc PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY V. Gaurang Bhupatker Individually, jointly and severally, DEFENDANT and Alpa Bhupatker Individually, jointly and severally, DEFENDANT 72008 and H & G Traders, LLC, d/b/a Exxon Limited Liability Company DEFENDANT COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY Plaintiff is Merchants Express Money Order Company, Inc. (hereinafter "MEMO"), a Pennsylvania Corporation wholly owned by the Pennsylvania Food Merchants Association that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant H & G Traders, LLC, (hereinafter "Traders"), is a limited liability company doing business as Exxon and whose address is 6201 North Broad Street, Philadelphia, Pennsylvania, 19141. 3. Defendant Gaurang Bhupatker (hereinafter "Gaurang"), is an individual residing at 111 Auth Avenue, Iselin, NJ 08830 and is the husband of Defendant Alpa Bhupatker. 4. Defendant Alpa Bhupatker (hereinafter "Alps"), is an individual residing at 111 Auth Avenue, Iselin, NJ 08830 and is the wife of Defendant Gaurang. Defendant Gaurang is the owner of Defendant Traders, and entered into the Trust Agreement on behalf of said Defendant on or about October 30, 2006. A true and correct copy of the Trust Agreement under which Defendants Gaurang, Alpa and Traders are confessing judgment is attached hereto as Exhibit "A". 6. Defendants Gaurang and Alpa, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Traders, entered into the Personal Indemnity and Guaranty on or about October 30, 2006. A true and correct copy of the Personal Indemnity and Guaranty under which Defendants Gaurang and Alpa are confessing judgment is attached hereto as Exhibit "B". 7. The forgoing judgment against Defendants Gaurang, Alpa, and Traders, is not being entered by confession against a natural person in connection with a consumer credit transaction. 8. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. 9. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of $21,557.01 or any additional amount for a total of the debt demanded here. 10. The Defendants jointly and severally acted as selling agents for Plaintiff from November 2, 2006 until May 20, 2008. 11. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale of money orders, including money order fees (hereinafter "trust funds"), separate and apart from other funds of the Defendant for collection by the Plaintiff through electronic or other means. 12. The Plaintiff attempted to collect the trust funds from Defendants on May 8, 2008, through an Automated Clearing House (hereinafter "ACH") method. 13. The Plaintiff, or its designated check-clearing banking center did not receive the payment of the trust funds on May 8, 2008 as required by the Trust Agreement and the Remittance by Electronic Funds Transfer agreement (hereinafter "Rider"). A true and correct copy of the Rider is attached hereto as part of the Trust Agreement in Exhibit "A". 14. The failure of Plaintiff or its designated check-clearing banking center to receive trust funds from the Defendant in accordance with the Trust Agreement and its Rider constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 15. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: $ 5,738.47 Interest: $ 57.38 Lost Fee Income: $ 10,412.43 Attorney Fees: $ 5,348.73 Total: $ 21,557.01 16. The Defendants' most recent estimated 10-week sales average equaled 277 money orders causing Plaintiff Lost Fee Income of $ 10,412.43 as a result of Defendants' default. 17. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 18. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $ 21,557.0 1, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. Kevin . Lutkins, Esq. Attorney for Plaintiff Attorney ID: 76859 VERIFICATION The undersigned individual hereby states that he/she is an employee of the Pennsylvania Food Merchants Association with the authority to verify the statements contained in the foregoing complaint involving its wholly owned subsidiary, Merchants Express Money Order Company. The undersigned individual also states that the statements made in the aforementioned complaint are true and correct to the best of his/her knowledge, information, and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa. Cons. Stat. §4904 relating to unworn falsifications to authorities. Dan Oliva Merchants Express Money Order Company, Inc PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY V. Gaurang Bhupatker Individually, jointly and severally, DEFENDANT and 2008 No. D$` g6g6 w,l f?r? Alpa Bhupatker Individually, jointly and severally, DEFENDANT and H & G Traders, LLC, d/b/a Exxon Limited Liability Company DEFENDANT AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND The undersigned being duly sworn according to law, deposes and states that he is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express Money Order Company, Inc., a wholly owned subsidiary of the Pennsylvania Food Merchants Association. The undersigned also states that the address of the Plaintiff is: 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043 and that the addresses of the Defendants are as follows: H & G Traders, LLC Gaurang Bhupatker Alpa Bhupatker 6201 N. Broad Street 111 Auth Avenue 111 Auth Avenue Philadelphia, PA 19141 Iselin, 08830 Dan Oliva SWORN to and subscribed before me this q?' day of L 2008 No bl COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jervt W R Hamein, Notary Pubic Wgmleystxn Boro, C,urnberiand Qw* My CornmMiort Expires Jury 12,2W8 Member, Pennsylvania Association Of Notaries Merchants Express Money Order Company, Inc PLAINTIFF V. Gaurang Bhupatker Individually, jointly and severally, DEFENDANT and Alpa Bhupatker Individually, jointly and severally, DEFENDANT and H & G traders, LLC, d/b/a Exxon Limited Liability Company DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY No. 2008 AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express Money Order Company, Inc., a wholly owned subsidiary of the Pennsylvania Food Merchants Association. The undersigned also states that to the best of my knowledge, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1 . Dan Oliva SWORN to and subscribed before me this 9t6 -J. day of Jt I Its , 2008 n;1 Ji Alin/L- COMMONWEALTH OF PENNSYLVANIA Notarial seal J Mft R Hameln, Notary AMC 1ftmi *n wo, Crmbedand C=* MY Commlaion Expires July 12, 2006 Member, Pennsylvania Assoclatlon Of Notaries T?ft Fk6bllc A EXHIBIT A MERCHANTS EXPRESS MONEY ORDER COMPANY/MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INC/ MEMO MONEY ORDER COMPANY OF NY, INC. PERSONAL MONEY ORDERTRUSTAGREEMENT IfIIS AGREEMENT is made between MERCHANTS E39IRFS4 MONEY ORDER COMPANY, d/b/a MEMO, MEMO MONEY ORDER COMPANY, d/b/a MEMO, MERCHANTS E}LPRESS USA, INC. d/b/a MEMO, Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC, d/b/a MEMO, a New York Corporation, or any subsidiary i/b/a/ MEMO ('MEMO") and the individinl(s) and/or entities identified below, hereafter refined to as Trus*s). In consideration of the mutual promises contained in this agreerr=t and intending to be legally bound hereby, the parses agree as follows. tgeney. MEMO appoints Trustee to ad as a special agent of MEMO at each of Trustee's retail establishments approved for the sale of money orders issued by MEMO. It is expressly agreed that MEMO and Trustee shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, pant venture or agency (other than as expressly desmbed herein). Neither MEMO nor Trustee shall have the authority to make any statements, representations or corrntritrterrts of any kind, or take any action, which shall be binding on the other without the prior consent of the other Party. Trustee accepts such appointment in accordance with the tears and conditions specified in this Agreement and in the attached Rider herein incorporated and made a part hereof must RebtiondW Trustee shall receive and hold in trust for MEMO all blank money orders delivered to Trustee by MEMO and all money received by Trustee from the sale of money orders, including without limitation the money order fees established by MEMO from time to time ("trust fiaads"). Trustee shall hold the trust frauds separate and apart from other funds of Trustee The failure of Tntstee to hold trust funds separate and apart from any other finds of the Trustee shall, at the option of MEMO, be a breach of this Agreement entitling MEMO to invnediate possession of any account or accents into which funds received for money order sales from consumers have been deposited and such other remedies, including termination of this Agreement, as are provided for herein. Money Order Fees. In consideration of the services rendered to Trustee by MEMO, Trustee shall pay MEMO a fee ("Money Order Fees') specified in the attached rider . Money Order Fees may be modified by MEMO at any time upon thirty (30) days prior notice to Trustee Materials Supplied by MEMO. For the sole purpose of selling money orders pursuant to this Agreement, MEMO will supply Trustee with the following A An adequate supply of serially numbered blank money orders B. An agency installation Lit containing the supplies and training material required to implement aril maintain a. money order agency- C A money order imprinter of the quality necessary to imprint the money order dollar value firmly into the money order so as to inhibit the alteration of any item. The money order dispenser shall be programn-ted by MEMO to indicate Trustee I.D. number on imprinted money orders Such money order imrprinters shall at all times continue to be the sole property of MEMO and slhall not be removed from the Trustees retail establishment where it was originally installed by MEMO. Any other money order dispenses not owned by MEMO and used by Trustee to imprint money orders must be approved by MEMO. D. Regulatory posting, signs, posters, window decals and other promotional nutenabs, all of which Trustee agrees to display at all times. Right to an Accounting. Notwithstanding any other provision of this Agreement; MEMO shall have the right, at all reasonable tires, with or without notice, to access Trustee's premises and to inspect mid perform an accounting o? or cause its employees or agents to inspect and perform an accounting of the cash receipts, Money Order Fees, the accenting (store) copies of money orders sold and the Trustee's inventory of unissued money orders A charge will be assessed against Trustee to recover expenses incurred by MEMO when an audit is made due to Trustee's breach of this Agreement or if the audit discloses a breach (See audit fee/penalty fee schedule). Rules and Regulations. Trustee shall comply with the following rules and regulations A. No money order shall be issued or sold to anyone in payment of any obligation of Trustee or used in any manner for Trustee's own purposes, except as allowed by MEMO. B. Only cash shall be accepted as payment for money orders issued or sold No check or other paper aramsmhitted or deposited by Trustee to or for MEMO shall constitute a remittance to MEMO until actually collected, MEMO to have the option in each case as to whether to deposit any such paper for collection. C Trustee shall safeguard all unissued money orders and die money order irmhpnnter with the highest degree of care The care exercised in regard to money orders shall be at least as dhat applicable to cash. Trustee shall report to MEMO the serial number of each money order stolen or missing, and all otter information relating to the event, immediately upon discovery of the fad, but in any event not later than twenty-fair (2,0 hours prior to the money orders being presented for payment to MEMO so that payment can be stopped on such missing or stolen money orders. Such report shall be by telephone and immediately confirmed in writing. Trustee shall be solely responsible for all losses arising from, and shall indamarify MEMO and hold harmless regarding any and all stolen or missing money orders as well as any money order imprinters issued to Trustee. Furthermore, Trustee shall be responsible for repair or rephoemeht of any issued money order dispensers stolen or damaged as a result of misuse, negligence, abuse, fire or otherwise. Said responsibility and liability of Trustee shall not be linwrd by Trustees co nplanee with the safeguarding, care, and reporting obligations set forth in this paragraph D. Trustee shall at all firrnes mmauhtauh a sound financial position and provide current financial information to MEMO as requested by MEMO. Trustee shall conduct operations so that the funds generated from the sale of money orders will not be in jeopardy nor seem in the opinion of a reasonable person to be in jeopardy and shall cease the issuance of money orders and notify MEMO immediately, should such jeopardy arse. Notification to MEMO shall be made prcxmhpthy by telephone and immediately confirmed in writing 'Sound Financial Condition" shall mean that there has been no material adverse change in the business, operations, condition (financial or otherwise) or prospects of the Trustee and that n6ther Trustee or any Guarantor has became insohren , generally unable to pay its debts as they become due, invokrAwly suspended transaction of its business, made a general assignment for the benefit of creditors, instituted a proceeding described in Paragraph 7B or consented to any such tuber for reK declaration, finding or relief described therein, institute a proceeding dmcd)ed in Paragraph 7B or consented to any such appointment or to the taking of possession by any such official or all or any substantial part of its property, whether or not any such proceeding is instituted, or has taken any action in furtherance of any of the foregoing A lack of sound financial condition shall also include when Trustee fails to fray, on the date which the same is due, any sum payable hereunder or fails to pay its creditors generally or makes representations to MEMO or to other creditors that it must delay any such payment under conditions which, in the sole discretion of MEMO, it appears drat Trustee is no longer in a sound financial condition. E. Trustee shall provide MEMO by facsimile transmittal or registered mail three (3) weeks advance notice of proposed change(s) in the ownership of eitherTrustee's business, the management of Trustee's business, the sale of fifty-one percent (51%) or more of Trustee's assets, or the entry into or termination of business affiliated with Trustee. Transactions included within this paragraph 6(E) include transfer of stock of Trustee, sale of partnership, interests, limited liability company or partnership's interest or any similar transaction which effects a change in ownership or control of Trustee. No such transaction shall be approved until any successor entity, if any, has entered into appropriate documentation, including a trust agreement No transaction, discussed in this subparagraph, shall be effective without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction without MEMO approval shall be void, ab initio as to MEMO. If Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by the Agreement. Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to the terns and conditions of this Agreement F. At all of Trustee's retail establishment including those newly opened or acquired, Trustee shall sell only MEMO money orders Trusts rust provide MEMO with at lease 90 days notice of its intent to dose its current retail location and to reopen at another location G. Trustee shall sell MEMO money orders only at Trustee's specifically approved places of business or future place of business as approved by MEMO. Tnstee shall not appoint and /or offer the services at or to any entity not a party to this agreement I-L Trustee shall remain open during the course of normal business hours for the duration of this agreement Failure to do so shall constitute a breach of this agreement. I. No funds received by Trustee shall be subject to at admnent, levy of execution, or sequestration by order of any count, except for the benefit of MEMO. J. Trustee is prohibited from unauthorized use of MEMO's narne, logo, trade mdc and/or service mark without MEMO s prior written consent Term of Agreement The tam of this Agreement shall run for a period of five (5) years from the date of this Agreement and shall renew automatically for successive five (5) year periods. After the initial five-year tern of this Agreement, Trustee may temmnirate this Agreement upon six (6 months prior written notice to MEMO, and MEMO runty terminate this Agreement upon sixty (60) days prior written notice to Trustee In the event Trustee does not provide proper termination notice, Trustee shall be responsible for lost fee intone to MEMO for the duration of the contract in effect Fee income shall be calculated using Trustees most recent 10-week sales average Notwithstanding the foregoing MEMO may teammate this Agreement at any time, or any location covered by this agreerhent immediately and without notice, and/or enter judgment according to the provisions of Paragraph 11 hereof upon the happening of any of the following events A MEMO or its designated dhedc-clearing banking center does not receive the accounting documentation or payment of trust funds (including money order sales proceeds and money order fees), within the time period and on the terms specified in the Rider to this Agreement B. Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Gum= of any petition under any bankruptcy, reorganization, insolvency, or mnoratoium law, or any law for the relief or, or relating to debtors; or the filling of any involuntary petition against Trustee under any bankruptcy statute, or the appointment of a receiver or trustee to take possession of the property or assets of Trusted or the subjection of any Trustee's property or assets to any levy, seizure, usmgarnent or sale for or by any creditor or governmental agency. C. The non-performance by Trustee of any obligations of Trustee pursuant to this Agreement The happening of any of the foregoing events shall be a default under this Agreement and, without any notice from MEMO, constitute a default under any and all agreements of Tnstee and/or Trustee's guarantor(s) with any other related comnpany. In the event MEMO ternimtes this agreement due to a default, Trustee shall be responsible for lost fee income to MEMO for the duration of the contract in effect. Termaiatiop. Upon the expiration or temrination of this Agreemeit, Trustee immediately shall deliver to MEMO all cash receipts from the sale of money orders, money order fees due MEMO, accenting (store) copies of money orders issued, the money order imprinter and any and all materials or documents provided to Tnstee by MEMO pursuant to this Agreement, inchiding but not limited to, all blank money order foams. All obligation, covenants, liabilities and indemnities of Trustee hereunder shall survive the expiration or termination of this Agreement A termination notice provided by MEMO for any reason other than the expuration of this Agreement shall be effective as of the happening of any such event causing termination under paragraph 7 hereof or upon the entry of confessed judgrrln, whkhevet first occurs. A. In its sole discretion and not withstanding any other provision of the agreement to the contrary, MEMO may immediately avninate this location or any location covered by this agreement in the event MEMO determines; that compliance with this ageeernent would rouse MEMO or any of its affiliates to violate or potentially violate any local, state or federal law or regulation or any court order. 9. Confession of Judgment Trustee hereby irrevocably authorizes and empowers any attorney or the Prothonotary or Clerk of any court of record, upon or after the occurrence of any event described in paragraph 7, to appear for and to confess or enter judgment against Trustee for the firce amount of aft money orders sold pursuant to this Agreement, the applicable Money Order Fees, accrued interest thereon, interest expense not to exceed eighteen percent OV.), and for any other sums doe MEMO under this Agreement, together with expenses and cost of suit and reasonable attorney's fees and said fees not to exceed thirty percent QW1.) of said amount and sins, for collection as provided herein including all legal fees insured m any Bankruptcy of Trustee. For such purpose, this Agreement or a copy hereof verified by affidavit by Trustee or on behalf of Tnntw by said attorney, Prothonotary or Clan, shall be suEuaent warrant The remedies of MEMO as provided herein and the variants obtained ham shall be enforced m accordance with the tams of this Agreement and may be pursued singly, successively, or together at the sole discretion of MEMO and as often as occasion theufore shalt ocean. The failure to exercise any such right or remedy shall in no event be corstmed as a waiver or release therooE The authority and power to appear for and confess or enter judgment against Trustee shall not be exhausted by the inrtad exercise thereof, and the same may be exercised, from time to time, as often as MEMO shall deem necessary and desirable, and this Agreement or a copy hoed shalt be a sufficient Warrant therefore. One or more judgments may be confessed or entered m the same or different counties for all or part of the sums described in this paragraph. In the evert any judgment entered against Trustee hereunder z strid ien or opened upon app6catioa by or on Trustee's behalf for any reason whatsoever, then any attorney or the Prothonotary or Clerk of any court of record is hereby authorized and empowered to again appear for and confess or otter judgment against Trustee; subject, however, to the limitation that such subsequent entry or confession of judgment may only be done to cure any errors m prior proceedings, and only and to the extent that such errors are subject to sae m the late proceedings. L'iabi'lity. Trustee, regardless of Trustees freedom from negligence or other fiu k shall be absolutely liable A. To make remittance to MEMO of the face amount of all money orders sold, the applicable Money Order Fees, and all other monies due MEMO under this Agreement, rega dress of the rnystemious or non-mysteries disappearance or loss of any fronds from Trustee's possession by reason of the honest or dishonest act of any person, act of God, or otherwise. B. To remit to MEMO the total amount of all sums of money that may be expended by or for MEMO in paying any money orders delivered by MEMO to Trustee that are subsequently presented for payment, whether or not MEMO is legally liable to pay the same. This subparagraph shall not apply to any money order as to which Tnmstee shall have fully performed Trustee's duties under this Agreement Indemnity . Trustee sW indemnify, defend and hold hamiless MEMO floor and against any and all losses, damages, liabilities, claims, actions, writs, proceedings, juudgrnernts, assessma its, fines, penalties, costs, interest, and expenses (Including, but not limited to, settlement cost and reasonable legal and accounting fees) sustained by MEMO resulting from or arising out of any act or omission to act, whether honest; dishonest, negligent or otherwise by Trustee or Trustee's employees, agents, associates or representatives (whether within or without their scope of perfcanance). Security. As fiurther consideration of appointment by MEMO as its agent, and in order to protect MEMO s property from conversion, Trustee hereby grants to MEMO a continuing security interest in Trustee's bank accent, imren wry accents receivable, assignment of leash and fixhues at all Trustee to atiom Trustee agrees to execute all doaanents necessary to Create or perfect such security interest, including but not limited to, recorded Uniform Commercial Code-Fitnncm]. Statement (UCCI(s)) fillings Fucdmerrore, MEMO reserves the right to require additional collateral, as it dents necessary for ongoing approval and for the duration of the Agreement In the event Trustee changes ownership in Tnstee's business in any transaction similar to dose set forth in paragraph 6(E) hereof without prior notice and approval by MEMO as set forth therein, Trustee hereby grants a security interest in the proceeds of any such transaction until such time as an approved trust account is reestablished Notices. Except as otherwise stated, all notices, correspondence, and communications under this Agreement shall be in writing and addressed as follows: IF TO MEMO: MEMO IF TO TRUSTEE: See attached Rider P.O. Box 8863 Camp IA PA 17001-8863 Choice of Law. This agreement shall be construed under and in accordance with the laws of the Commorrwealdt of Pennsylvania, disregarding any rules relating to the choice or conflict of laws The parties consent to venue and personal Jurisdiction in Cumberland County, Pennsylvania, or, in the case of MEMO's exercise of rights under Paragraph 11 hereof in any other court of record in Pennsylvania or elsewhere. Compliance with law. Tnstee shall abide by (and cause its offices, pminapals and employees to abide by) all federal, state and brat laws and regulations applicable to Tni tees business and services provided They are to include but are not limited to : (a) State licensing laws, (b) the Bank Secrecy Ado and its reguhdons; (c) Federal cash repotting requirements and regulations; (d) State Currency repotting requires ants; (e) Federal and/or State anti-money ladumdeing laws and all rules and regulations; (f) all applicable state money transfer or sale of check laws and regulation; W an federal and state privacy laws and regulations; (h) the USA Patriot Act Non-Waiver. The failure of MEMO to enforce any provision of this Agreemrt or its failure to declare a default under this Agreement shall not constitute a waiver or any breach or of any provision of this Agreement and shall not prejudice the right and/or power of MEMO to proceed as fully as if it had not failed to enforce any provision of this Agreement Enforcement In the event of default under the terns of this Agreement; Trustee agrees that MEMO shall, in addition to all rights it might have under the law, have die tight of seeking specified performance in the court of equity . Furthermore, Trustee agrees to consent to the jurisdiction of a court of equity regarding the enforcement of this Agreement and/or the enforcement of MEMO(s) tights in the event of any default by Trustees. Cost of Enforcement Tnmstee shall pay, on demand by MEMO, all casts and egpnses including reasonable amormeyrs fees inamred by MEMO in connection with the enforcement of this Agreement 19. Construction All references in this Agreement in the singular shall be conserved to mcl ude the plural where applicable and the mascvline shall include all other genders. All covenants, agreements and obligations in this Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several convenants. Headings of the paragraphs of this Agreement are for convenience only and do not limit, expand, or otherwise construe the provisions or contents of this Agreement 20. Entire Agreement This Ag come t, together with all attachments and riders, related security documents and such rules and regulations as may be pmnnrlgpted by MEMO for the issuance of money order from time to tine, shall constitute the enure agreemmemt between the parties hereto . Thee are not other agreements or understandings, written or oral, between the parties with respect to the subject matter of this Agreement There shall be no modifications, ammme drnemts, or alterations to this Agreement unless agreed to in writing signed by all parties. This Agreement shall bind and inure to the benefit of the parties, their respective heirs, successors, representatives and proper assigns. MEMO amid Trustee understand that a completed telefax Signature is as valid as the original. 21. Time of the Essence. Tine is of the essermce in this Agreement and the Rider. WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO O LY WITH AGREEMENT, OR ANY OTHER CAUSE. Data /4(30/06 TRUSTEE t 1 n MERCHANTS EXPRESS MONEY ORDER COMPANY/ MEMO MONEY ORDER COMPANY/ MERCHANTS EXPRESS USA, INC. MEMO MO O OMP OF NY, INC. By Loll- Title ?"'1 Tna&e Trustee Sigmawm(Irdividual) Y ?4z? Tide omba ts, zoos Trustee $gnature(Irndividuaf) Trustee Signature(Individual) MERCHANTS EXPRESS MONEY ORDER COMPANY MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NY, INC. PERSONAL MONEY ORDER TRUST AGREEMENT REMITTANCE BY ELECTRONIC FUNDS TRANSFER This Rider is an integral part of the Personal Money Order Trust Agreement being executed by the parties simultaneously herewith. Any changes to this Rider shall serve as an authorized addendum to the original Trust Agreement when properly executed by both parties. ' 1 TRUSTEE: OL 6- ?4j?s h?C? Corporate/Busines^s?Name PAI Str eet Address City State Zip Code Z91(11 Telephone Number WJ -C (it- 0-M Fax Number Agent Number Legal Entity: Corporation X. LLC ( Partnership Sole Proprietorship MONEY ORDER FEES: Money Order fees shall be based upon the average weekly volume of ?y " Money Orders sold by Trustee. Trustee's Money Order fee shall be $ . off/ per item at a maximum retail sellin rice of $ y'y Additionally, a money order dispenser fee of $ eV44 per week/month shall apply plus applicable taxes. Weekly money order dispenser fees shall be included with Trustee's last (if applicable) regular weekly ACH draft. Monthly money order dispenser fees shall be included on the next regular weekly ACH draft following the last calendar day of a particular month. The minimum monthly revenue generated by Trustee's account must equal $ 1Y1,4 - per month. The difference between the minimum monthly revenue and a combination of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately three weeks following the close of a calendar month, and will be drafted one week thereafter as part of Trustee's regular ACH draft. Money Order fees may be modified by MERCHANTS EXPRESS MONEY ORDER COMPANY, d/b/a MEMO, or MEMO MONEY ORDER COMPANY, d/b/a MEMO, MERCHANTS EXPRESS USA, INC. d/b/a MEMO, Pennsylvania Corporations, or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., d/b/a/ MEMO, a New York Corporation ("MEMO'S at any time upon thirty (30) days notice to Trustee or when MEMO's ten week sales analysis indicates per item weekly volume not consistent with MEMO's fee rate schedule. PROCEDURE FOR SALE OF MONEY ORDERS: Trustee shall sell money orders strictly pursuant to the following procedures: A. Trustee shall sell only MEMO money orders in each retail establishment. Trustee shall ensure that the money orders are held secure at all times, and that such money orders along with the funds generated from such sales, will not be in jeopardy, nor seem in the opinion of a reasonable person, to be in jeopardy, and shall cease the issuance of money orders and notify MEMO immediately, should such jeopardy arise. B. Trustee shall sell money orders in strict numerical sequence in accordance with the number printed on each blank money order. C. The face amount of any money order sold by Trustee shall not exceed the sum of $ Q9 © • U-v D. Trustee shall not issue a money order until such time as Trustee has imprinted the applicable amount on the face of the money order, utilizing only the imprinter approved by MEMO and no other imprinter; collected from the purchaser the face amount of the money order and an additional amount determined by Trustee's retail fee; and removed and retained the accounting (store) copy of the money order. E. If the money order imprinter is not in proper operating condition or properly inked, Trustee shall immediately report such fact to blEMO's Help Line at 1-800-864-5246. F. MEMO may deliver blank money orders to Trustee, or to any agent, employee or representative of Trustee, by whatever means MEMO deems appropriate, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee. TERMINATION: Updn termination, cancellation, or breach of the Trust Agreement by Trustee, Trustee hereby agrees to one day's written demand notice by MEMO to forthwith return by next day US mail or common mail carrier all Trust instruments in its possession, including but not limited to money order imprinting machines, all blank money order forms, the face amount and applicable money order fees due MEMO to date, and all other outstanding balances due MEMO, along with any other materials supplied to Trustee by MEMO in accordance with the Trust Agreement (hereinafter "Trust Property'. In the event that Trustee fails to return such items upon one day's written demand, Trustee hereby authorizes MEMO or its representatives or appointed designees to appear at Trustee's place of business and peaceably obtain custody of all such Trust Property listed herein. The costs of any repossession by MEMO shall be bome exclusively by the Trustee. TRUST FUNDS REMITTANCE: Any Trustee utilizing electronic money order dispensing equipment will be forwarded a weekly money order Sales Summary Report, prior to the close of the sales reporting day. The weekly money order Sales Summary Report will reflect money order sales for the applicable reporting period. SALES PERIOD: BEGINNING DAY ENDING DAY REPORTING DAY C /WIRE On/44L, w? wed ?P SrlN? wi ? ? Trustee will be provided all pertinent reporting information on the weekly money order Sales Summary Report. As per predetermined schedules, MEMO will initiate an electronic transfer of funds due MEMO, including the face value of money orders sold, plus applicable fees due MEMO, from Trustee's bank account to MEMO's bank account. If Trustee's method of remittance is via wire, Trustee will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from amount Trustee's money order Trust Account to the designated MEMO bank deposit account prior to 2:00 PM on the designated remittance day. All funds due MEMO must be included with remittance when due. All outstanding statement balances due at this time must be included with remittance, including debits due MEMO and/or credits due Trustee. If Trustee changes banks and/or bank accounts as identified in the Trustee's EFT agreement, Trustee shall immediately inform MEMO of such change by telephone and promptly confirm in writing. This arrangement shall not be revoked unless all funds due MEMO are paid in full. If Trustee did not sell any money orders during the Sales Period, Trustee must still remit payment for outstanding balances as notified by MEMO. All voided money orders must be voided through the electronic money order dispenser during the sale date only to avoid charges to Trustee's account. If a voided money order is not voided in the money order dispenser, Trustee shall write, "NOT USED FOR PURPOSE INTENDED" on the backside of the original money order and deposit the money order into Trustee's bank account. If Trustee should write "void" on the face of the original money order, Trustee shall forward the original voided money order to the MEMO office and MEMO will issue a refund to Trustee in the form of a replacement money order. Trustee shall ensure that the electronic money order dispenser is available for MEMO to electronically transmit polling data on a daily basis. If the electronic money order dispenser does not poll consistently, Trustee must provide MEMO with the money order sales date manually as requested. Trustee ensures that the electric money order sales dispenser is always turned on and always promptly connected to a clear telephone line during electronic polling transmission times. WEEKLY ACCOUNTING AND REMITTANCE: On h a W b2 ' and f of each week, MEMO will calculate a weekly money order sales total from daily data obtained from Trustee via elec onic polling transmission of the money order dispenser. MEMO will forward the weekly Money Order Sales Summary Report to Trustee as stated above. Trustee shall reconcile the weekly Money Order Sales Summary Report with its records and inform MEMO of any differences. Trustee must retain the accounting (store) copies at its location for a period of three months from the reporting period. Trustee shall forward the accounting (store) copies to the MEMO office upon request. If the accounting (store) copies are not requested during the three month retention period, Trustee shall discard the accounting (store) copies at its own discretion. MERCHANTS EXPRESS MONEY ORDER CO. TRUSTEE MEMO MONEY ORDER COMPANY. MERCHANTS EXPRESS USA, INC. MERCHANTS EXPRESS MONE ORD COMPANY OF NY Corporate/S re Name ? gTe,Oerf h Signature Signature Title ICd Title Date 10/30/01, Date "96 ELECTRONIC: August 26, 2004 EXHIBIT B • MERCHANTS EXPRESS MONEY ORDER COMPANY - MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INC. - MEMO MONEY ORDER COMPANY OF NY, INC. PERSONAL INDEMNITY AND GUARANTY Intending to be legally bound hereby, and in order to induce MERCHANTS EXPRESS MONEY ORDER COMPANY, d/b/a/ MEMO, MEMO MONEY ORDER COMPANY, d/b/a/ MEMO MERCHANTS EXPRESS USA, INC. d/b/a MEMO, Pennsylvania Corporations, or MEMO MONEY ORDER COMPANY OF NEW YORK, INC, a New York Corporation, or any subsidiary d/b/a/ MEMO ("MEMO'S to sign that certain Personal Money Order Trust Agreement, Rider and amendments or changes thereto as may be in effect from time to time (collectively the "A/g?reement') with: 1 n Corporate/Business Name H d- C IL S C ??// Street Address 6-a 0 t ff ?d1?19 Sf . City?j1 4- State Zip Code I9 /SQl and in consideration of its so doing, the Undersigned, jointly and severally, absolutely and unconditionally, personally guarantee and become surety for Trustee's full performance of the Agreement, including without limitation the prompt and punctual payment of all amounts becoming due from Trustee to MEMO thereunder, and shall indemnify and hold MEMO harmless against any and all damage, loss expense (including attorney's fees) and/or liability sustained by it by reason of or related to Trustee's failure to perform the Agreement. The Agreement may be modified by MEMO and Trustee without notice to the undersigned and without affecting this Guaranty. MEMO may enforce this Guaranty against the undersigned in the Court of Common Please of Cumberland County, Pennsylvania (to which jurisdiction of said Court the Undersigned consents), as well as in any other court and state having jurisdiction, whether or not any action is ever taken by MEMO against Trustee. The Undersigned hereby waive all notices whatsoever with respect to this Guaranty except for notice of demand for payment from the Undersigned. The Undersigned hereby consent to the taking of, or the failure to take, from time to time without notice to the Undersigned, any action of any nature whatsoever with respect to the Agreement, including but not limited to any renewals, extensions, modifications, postponements, compromises, indulgences, waivers, surrenders exchanges, releases, and failure to pursue or preserve rights against any person, and the Undersigned shall remain fully liable hereon notwithstanding any of the foregoing. Except as provided herein, the Undersigned hereby waive all defenses whatsoever to the Undersigned's liability hereunder except the defenses of (1) payment, and (2) lack of notice as required in the Agreement. Upon default hereunder, the Undersigned hereby authorizes and empowers irrevocably the Prothonotary or any Clerk or any attorney of any court of record of Pennsylvania or elsewhere to appear for and to confess judgment against the Undersigned for all amounts due hereunder, plus all costs of suit, legal interest to date, and thirty percent (30%) added for attorney's fees, releasing errors, waiving stay of execution, and authorizing the immediate issue of a writ of execution, all in accordance with the Pennsylvania Rules of Civil Procedure. For such purpose, this Guaranty or a copy hereof verified by affidavit by the Undersigned or on behalf of the Undersigned by said Prothonotary, Clerk or attorney, shall be sufficient warrant. The authority and power to appear for and to confess or enter judgment against the Undersigned shall not be exhausted by the initial exercise thereof; the same may be exercised, from time to time, as often as MEMO shall deem necessary and desirable, and this Guaranty shall be a sufficient warrant therefor. The Undersigned acknowledge that by authorizing MEMO to confess judgment hereunder, the Undersigned have waived the right to notice in a prior judicial proceeding to determine their rights and liabilities. This Guaranty is given in connection with and evidences the obligation of the Undersigned to make payment in connection with a commercial transaction. This Guaranty is irrevocable and shall be binding and operative until such time as MEMO shall have been paid all sums owed to it under the Agreement and that may arise pursuant to this Guaranty. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, disregarding any rules relating to the choice or conflict of laws. WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO. CO LY WIT AGREEMENT, OR ANY OTHER CAUSE. Q _??? . Guarantor's $ignature Guarantor's Signatur Print Guarantor's Name Home Address City // State Zip Code /()?7c)l0(o - Date Print Spouse's Name Home Address City State Zip Code Date *If not married, please indicate by affixing "N/A" on line for second Guarantor's signature. November 7. ZOOz W 913 v d m iT! f T 1 .?... ? Merchants Express Money Order Company, Inc PLAINTIFF V. Guarang Bhupatker Individually, jointly and severally, DEFENDANT and Alpa Bhupatker Individually, jointly and severally, DEFENDANT and H & G Traders, LLC, d/b/a Exxon Limited Liability Company DEFENDANT ORDER TO MARK JUDGMENT SATISFIED To the Prothonotary: c d FZ7 N ci Kindly mark the above-captioned matter satisfied of record upon payment of your costs only. COURT OF COMMON PLEAS, CUMBERLAND COUNTY No. 08-4046 Kevin MXuktins, Esq. Attorney for Plaintiff Attorney ID: 76859 Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 (800) 543-8207 v CERTIFICATE OF SERVICE I, Kevin M. Lutkins, Esquire, hereby certify that on this 15th day of March, 2010, I served a true and correct copy of the foregoing Order to Mark Judgment Satisfied upon the following individuals and parties of record via First Class Mail, postage prepaid. H & G Traders, LLC Guarang Bhuptker Alpa Bhupatker 6201 N. Broad Street 111 Auth Avenue. 111 Auth Avenue Philadelphia, PA 19141 Iselin, NJ 08830 Iselin, NJ 08830 Kevin M. Ltt£kifis, Esq. Attorney for Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 717-760-5903