HomeMy WebLinkAbout08-4066I r
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION
CORNERSTONE DEVELOPMENT GROUP, INC.
Plaintiff
V.
WATERFORD SQUARE ASSOCIATES, INC.,
Defendant
No. 2008- q664 c of l+e cn
Jury Trial Demanded
Law and Equity
COMPLAINT
AND NOW, this 3'6 day of July 2008, comes Plaintiff, Cornerstone Development, Inc.,
which files this Complaint against Defendant, Waterford Square Associates, Inc. on the
following grounds:
1. Plaintiff, Cornerstone Development, Inc., is a Pennsylvania corporation with a
mailing address of 300 Bailey Drive, Suite 106, Stewartstown, PA 17363.
2. Defendant, Waterford Square Associates, Inc., is a Pennsylvania corporation with
a mailing address of 111 Centerville Road, Lancaster, PA 17062.
3. On April 7, 2004, the parties entered into an Agreement of Sale/Purchase
("Agreement'), a true and correct copy of which is attached hereto and incorporated herein by
reference as "Exhibit A", for the purchase of a property located in the Township of Silver Spring,
Cumberland County, Pennsylvania ("Property")
4. Pursuant to this Agreement, Buyer/Plaintiff and Seller/Defendant agreed that
Plaintiff would purchase the property for the sole use of construction of residential townhomes.
5. The Agreement contains the following applicable clauses:
3. Covenant to Develop Residential Townhouse Units
Buyer covenants and agrees to develop said Property only for the
construction of residential townhouse units having individual widths not
exceeding twenty (20) feet in accordance generally with the provisions of
the Sketch Plan. If Buyer should attempt to develop said Property other
than for residential townhouse units, Seller shall have the right to cancel
and rescind this agreement.
4. Price....
Buyer retains the right to cancel this agreement in the event that Buyer is
unable to obtain approval for construction of not less than 120 residential
townhouse lots.
5. Payment of Price. Buyer covenants and agrees to pay the
Price in the following manner:
A. $50,000.00 to be paid in guaranteed funds upon
execution of this agreement, (hereinafter called "Deposit") ... to
be held ... in a segregated interest-bearing escrow account, said
sum to be held pending final settlement of the last phase of Buyer's
development, at which time said Deposit shall be applied on
account of the final portion of the Price.
18. Complete Agreement. This document is the entire and
only agreement between the parties hereto, and it cancels and replaces any
previous agreements between aid parties. Seller represents to Buyer that
there are no outstanding agreements to sell the Property to any other
persons.
6. The parties entered into Amendments of Agreement of Sale/Purchase, true and
correct copies of which are attached hereto and incorporated herein by reference as "Exhibit B".
COUNTI
7. The allegations in Paragraphs 1 through 6 are incorporated herein by reference
thereto.
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8. Plaintiff and Defendant believed the property could be used for residential
purposes.
9. The Agreement was contingent upon developing residential townhouse units.
10. The ability to develop the property with residential townhouse units was a mistake
that relates to a basic assumption on which the contract was made.
11. The misconception that the property could be used for residential purposes
entered into the contemplation of both parties as a condition of assent to the contract.
12. Plaintiff did not bear the risk of the mistake.
13. Defendant bore the risk of the mistake that the property could be used for
residential purposes, as Defendant claimed a vested right to use the property for residential
purposes.
14. The parties can be placed in their former position regarding the subject matter of
the contract, but Defendant has refused even to refund the $50,000.00 deposit to Plaintiff despite
repeated demands.
WHEREFORE, Plaintiff, Cornerstone Development, Inc., respectfully requests this
Honorable Court to enter judgment in its favor against Defendant, Waterford Square Associates,
Inc., for reformation and restitution.
COUNT II
thereto.
15. The allegations in Paragraphs 1 through 14 are incorporated herein by reference
16. Throughout the course of negotiations prior to the Agreement, at the time the
Agreement was executed, and thereafter until July 2006, Pete Slough a representative of
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Defendant, partial owner of the property, and licensed real estate broker, represented to Plaintiff
that the property could be used for residential purposes and that he had a vested right to such use.
17. The Agreement was contingent upon developing residential townhouse units.
18. Defendant did not have a vested right to residential use of the property.
19. Defendant continued to represent to Plaintiff Buyer that he would work to "get
back" the residential zoning.
20. The parties agreed to continue with the contract and continue with the engineering
work at considerable expense based on Defendant's representations regarding its ability to get
the property re-zoned residential.
21. Plaintiff reasonably relied on the representations of Mr. Slough and other agents
of Defendant in proceeding with engineering and other costs associated with the residential
development of the property contemplated under the contract.
22. Plaintiff expended over $84,000.00 in engineering and associated costs in
attempting to develop the property for residential use, pursuant to the Agreement, and in reliance
on the representations by Seller that the property would be able to be developed consistent with
the terms of the Agreement.
23. The land cannot be used for residential use.
24. Defendant's representations that the land would be rezoned residential were
knowingly misleading and false and intended to continue the contractual relationship.
WHEREFORE, Plaintiff, Cornerstone Development, Inc., respectfully requests this
Honorable Court to enter judgment in its favor against Defendant, Waterford Square Associates,
Inc., for an amount that exceeds the jurisdictional limit referring the matter to arbitration.
Respectfully submitted,
BLAKEY, YOST, B & RAUSCH, LLP
Dated: 0 By; ?Wakwc? N\N?" A I
Carolyn J. P&tl" gj?
E
Counsel for Cornerstone Development Group, Inc.
17 East Market Street
York, Pennsylvania 17401
Supreme Ct. I.D. #200972
Telephone (717) 845-3674
AGREEMENT OF SALE/PURCHASE
This agreement made and entered into this 7th day of April, 2004, by and between:
WATERFORD SQUARE ASSOCIATES, INC.,
having a mailing address for all purposes hereunder
of 111 Centerville Road, Lancaster, PA 17062,
party of the first part, hereinafter called "Seller",
AND
CORNERSTONE DEVELOPMENT GROUP, INC.,
having a mailing address for all purposes hereunder of
300 Bailey drive (Suite 106), Stewartstown, PA 17363,
party of the second part, hereinafter called "Buyer":
WITNESSETH:
WHEREAS, Seller is the owner of a certain tract of land situated in the Township of
Silver Spring, Cumberland County, Pennsylvania (hereinafter called "Property-), as more fully
depicted on a certain sketch plan attached hereto marked "Exhibit All and made a part hereof
(hereinafter called "Sketch Plan"); and
WHEREAS, Seller desires to sell said Property and Buyer desires to purchase said
Property; and
WHEREAS, the parties have negotiated various terms and conditions as more fully
contained herein below, whereby Seller agrees to sell said Property to Buyer and Buyer agrees to
purchase said Property from Seller;
NOW, THEREFORE, in consideration of these presents and the mutual promises, terms
and conditions set forth herein, and intending to be legally bound hereby, the parties mutually
agree as follows:
1. Preface The foregoing preamble and paragraphs are incorporated herein
by reference thereto.
2. General Agreement. Seller agrees to sell said Property and convey title thereto to
Buyer and Buyer agrees to purchase said Property and accept conveyance thereof from Seller on
the terms hereinafter set forth.
3. Covenant to Develop Residential Townhouse Units. Buyer covenants and
agrees to develop said Property only for the construction of residential townhouse units having
individual unit widths not exceeding twenty (20) feet in accordance generally with the provisions
of the Sketch Plan. If Buyer should attempt to develop said Property other than for residential
townhouse units, Seller shall have the right to cancel and rescind this agreement.
4. Price. A. Buyer agrees to pay to Seller as the total price and consideration for the
conveyance of the Property, a sum of money equal to the number of residential townhouse units
which may lawfully be constructed on said Property times Thirteen Thousand ($13,000.00)
Dollars per residential townhouse unit (the "Base Price") plus the Additional Price as computed
in accordance with the escalator provisions contained in subparagraph B below (the total thereof
hereinafter called "Price") based upon the following elements:
(1) Buyer shall use its best efforts to obtain all necessary approvals for the
construction of not less than one hundred twenty (120) residential townhouse
units in general conformity with the Sketch plan.
(2) Buyer shall have the right to develop the Property by physically dividing it
into not more than three (3) geographical phases, each phase to contain an equal
number of residential townhouse units, with each phase being logically connected
to each prior phase.
Buyer retains the right to cancel this agreement in the event that Buyer is unable to obtain
approval for construction of not less than 120 residential townhouse lots.
B. In addition to the foregoing basic pricing terms in subparagraph A above,
Buyer agrees to pay to Seller as Additional Price per residential townhouse unit based upon the
following escalator provisions:
(1) If Buyer develops the Property in two or more development phases, Buyer
shall pay to seller as Additional Price the sum of Six Hundred Fifty ($650.00)
Dollars per residential townhouse unit for each such unit included in the
portion of the Property conveyed within 365 days after the date of settlement of
the first development phase, making the multiplier $13,650.00 per residential
townhouse unit for the second phase of development.
(2) If the Buyer develops the Property in three (3) development phases, the
Additional Price for the second phase shall be as provided in subparagraph B(1)
above, and thereafter the Buyer shall pay to Seller as Additional Price the sunn of
One Thousand Three Hundred Thirty-two and 50/100 ($1,332.50) Dollars per
residential townhouse unit for each such unit included in the portion of the
Property conveyed within 365 days after date of settlement of the second
development phase, making the multiplier $14,332.50 per residential townhouse
unit for the third (last) phase of development.
5. Payment of Price. Buyer covenants and agrees to pay the Price in the following
manner:
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A. $50,000.00 to be paid in guaranteed funds upon execution of this
agreement (hereinafter called "Deposit") the receipt of which is hereby
acknowledged, said deposit to be held by Seller's attorneys, Snelbaker,
Brenneman & Spare, P.C., in a segregated interest-bearing escrow account, said
sum to be held pending final settlement of the last phase of Buyer's development,
at which time said Deposit shall be applied on account of the final portion of the
Price.
B. A directly proportionate portion of the price (based upon the number of
residential townhouse units) shall be paid in guaranteed funds upon final
settlement of conveyance of each phase of development.
6. Final Settlement. Final settlement of this transaction shall be held at Seller's
office at 1:00 o'clock P.M., prevailing time, on the days as follows:
A. If Buyer elects to acquire the entire Property or the first phase of two (2)
or more development phases, settlement shall occur on a day mutually agreeable
but. in no event later than the 30* calendar. day following approval of a Final
Subdivision Plan for the entire Property as provided herein below, time being of
the essence of this agreement.
B. If Buyer elects to acquire the Property in two or three development phases:
(1) For a two-phase development: Settlement shall occur on a day
mutually agreeable but in no event later than three hundred sixty-five
(365) calendar days after the date of settlement of the first phase of
development as provided in subparagraph A above, time being of the
essence of this agreement.
(2) For a three-phase development: Settlement shall occur on a day
mutually agreeable but in no event later than three hundred sixty-five
(365) calendar days after the date of settlement of the second phase of
development as provided in subparagraph B(1) above, time being of the
essence of this agreement.
7. Events of Settlement. At each final settlement as provided in paragraph 6 above,
Seller agrees to convey to Buyer the phase of the Property so involved by special warranty deed,
free and clear of all liens and encumbrances except as provided in paragraph 10 herein below,
and to deliver possession to Buyer. The parties agree to prorate and apportion the annual teal
estate taxes attributed to said phase of Property as of and to the date of said settlement. The
parties shall share equally the payment of realty transfer taxes due on the conveyance, Seller to
pay one-half and Buyer to pay one-half.
The legal description for each deed shall be based upon a township approved final
subdivision plan, on which such plan each phase shall be deemed to be a separate lot.
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8. Review Period. For a period of sixty (60) calendar days from and after the date
hereof ("Review Period"), Buyer shall have the right to review the proposed development and
make whatever investigation it may require. All inspection and investigation shall be made at
Buyer's sole cost and expense. If at any time during said Review Period, Buyer in exercise of its
sole discretion elects to cancel and rescind this agreement, it shall have the right to do so by
written notice to Seller, after which Seller shall direct its attorneys to refund the Deposit (with
any accrued interest) to Buyer, at which time this agreement shall become void and
unenforceable.
Buyer is authorized to enter upon the Property for the purpose of performing soil
and subsurface studies and surveys. Buyer shall restore the Property to its pre-inspection
condition upon completion of its studies. Buyer agrees to indemnify Seller and to hold Seller
harmless of, from and against all claims, liabilities, actions and suits at law or in equity arising
from any of Buyer's activities on said Property.
9. Planning Schedule. Unless Buyer elects to rescind and cancel this agreement as
provided in paragraph 8 above, Buyers shall proceed as follows:
A. At its sole cost and expense, Buyer shall prepare and file all necessary
subdivisions and applications for approval of development of residential
townhouse units as contemplated hereinabove. All such applications and
subdivisions shall be subject to Seller's prior written approvals, which approvals
shall not be unreasonably withheld.
B. All necessary approvals and permits must be obtained by Buyer by
December 31 , 2004 ("Final Approval Date"). However, subject to proof
satisfactory to Seller "of Buyer's continuous good faith pursuit of such approvals
and permits, Seller will agree to extend said Final Approval Date up to six (6)
consecutive extensions of thirty (30) days each ("Extension's upon Buyer's
payment of the sum of Five Thousand ($5,000) Dollars to Seller in advance of
each such Extension. If all necessary approvals and permits are not acquired by
the end of the sixth Extension, Seller will, upon proof satisfactory to Seller of
Buyer's good faith pursuit of such approvals and permits, agree to further extend
said Final Approval Date up to six (6) additional consecutive extensions of thirty
(30) days each ("Additional Extension's upon Buyer's payment of the sum of Ten
Thousand ($10,000) Dollars to Seller in advance of each such Additional
Extension.
The consideration paid for Extensions and Additional Extensions as provided in
subparagraphs A and B immediately above shall be paid directly to Seller, which payments shall
not be refundable to Buyer if Buyer elects to cancel or rescind their
Seller's default in performance of this agreement), but shall be credied agreement the Price eif this
agreement is not otherwise cancelled or rescinded.
If, after pursuing the necessary approvals and permits in good faith, Buyer has not
obtained all necessary approvals and permits by the end of the last extension granted by Seller,
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either party shall have the right by written notice to the other to cancel and rescind this
agreement, in which event, Seller shall direct its attorney to refund the Deposit and all accrued
interest to Buyer, in which event this agreement shall become void and of no further legal effect,
except for the following terms which shall survive such cancellation and rescission: Buyer shall
deliver and transfer ownership to Seller all studies, surveys, tests, investigations, subdivisions,
development plans and governmental decisions which were produced by or for Buyer during its
application and subdivision procedures, free and clear of all fees, costs, expense or liens of any
third-parties claiming an interest therein for preparation or otherwise.
10. Quality of Title to Property. Seller agrees to convey title to the Property
in whole or in phases as aforesaid in fee simple, free and clear of all liens and encumbrances,
except the following:
A. Rights and privileges of all public utilities or municipal services as
documented of prior record or by notice from maintaining facilities on the
Property.
B. Building and use restrictions of public record, including, but not limited
to, use restrictions resulting from prior agreement with Cumberland Valley
School District limiting the nature and type of business development adjoining
lands of said school District, but not including any such restrictions which prevent
or prohibit the development of the Property for residential townhouse units.
C. Notes and provisions of all prior subdivision plans relating to the property.
D. Rules and regulations of all governmental agencies governing land
subdivision, use and/or development of the Property.
Buyer shall have sixty (60) calendar days from the date hereof within which to examine
the title to said Property and determine its acceptability which shall be such as can be insured at
regular rates by a reputable title insurance company doing business in Pennsylvania. If there are
any exceptions not allowed as aforesaid which prevent such acceptance of Seller's title, Buyer
shall give written notice thereof to Seller not later than ten 0 0) calendar days following the
expiration of the 60-day examination period, following receipt of which notice, Seller shall have
thirty (30) calendar days to resolve such exceptions. If Seller is not able to resolve said
exceptions within said period of thirty (30) days, Buyer shall have the option of (1) accepting
such title as Seller may be able to deliver with no adjustment of Price, or (2) rescinding and
canceling this agreement, in which latter event, Seller shall direct its attorneys to refund the
Deposit and any accrued interest to Buyer, in which event this agreement shall become void and
of no further legal effect. If Buyer does not give the required notice of unacceptable exceptions,
it shall be deemed to have waived all exceptions and will accept Seller's title as it then exists.
11. Access of Bac ground Material. Within ten (10) calendar days after the date
hereof, Seller shall, at Seller's office, made available for Buyer's review all then existing
engineering reports, plans, surveys, governmental approvals, land testing reports and
environmental reports, together with a list of all professionals and experts which Seller believes
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may be helpful to Buyer in proceeding with the development of the Property. Seller shall remain
the owner of all such materials, but agrees to transfer the rights thereto to Buyer at the time of the
first settlement of conveyance hereunder.
12. Sewer and Water Availability. The obligation of Buyer to proceed to closing for
each phase described above shall be subject to the continued availability of water and sewer
permits to service the residential townhouse units. In the event there is a sewer or water
moratorium which prevents Buyer from connecting to said service, all time periods with respect
to subsequent closings shall be stayed for the period of such unavailability. Buyer shall not be
obligated to close on any additional phase until such time as sewer and water shall become
available at which time all time periods shall resume as of the date of the lifting of the
moratorium, and shall continue from the date of original stay with only the period of stay being
deleted from the time period. Notwithstanding the foregoing, if such moratorium or
unavailability of sewer and water service continues for a period in excess of one year, either
party, at any time thereafter, may terminate this agreement by written notice to the other.
13. Brokers' Commission. Seller shall be responsible for payment of any real estate
brokerage commission or similar fee or compensation arising out of or in any way connected
with a claimed agency or cooperative relationship relating to this agreement for the purchase and
sale of the Property. Buyer represents and warrants to Seller that it has dealt with no broker in
connection with this transaction other than Gary Nentwig of Coldwell Banker HomeSale
Services Group and William M. Gladstone of CIR (Commercial Industrial Realty) Company.
Seller agrees to pay 8% of the Price, which shall be equally divided between these two Brokers,
said commission to be paid in installments, the number-of which shall be determined by the
number of settlements of development phases as provided hereinabove and the amount of each
shall be based upon the portion of the Price paid at each such settlement. Buyer shall indemnify
and hold Seller harmless of, from and against all claims of any and all brokers or other
intermediaries claiming to have had any dealings, negotiations or consultation s with Buyer in
connection with this agreement or the sale of the Property.
14. Notices. All notices under this agreement must be in writing. The notices must be
delivered personally or mailed by certified mail, return receipt requested, to the other party at the
address set forth in the preamble to this agreement and to the attention of the following person:
As to.Se}ler:t?yer
Sam Juffe
Cornerstone Development Group, Inc.
1100 Centennial Avenue, Suite 201
Piscataway, NJ 08854
(732) 981-1004 Office; (732) 981-1044 Fax
with a copy to: Albert G. Blakey
Blakey, Yost, Bupp & Rausch
17 East Market Street
York, PA 17401
(717) 845-3674 Office: (717) 854-7839 Fax
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As to Seller:
Paul H. Slaugh, Jr.
Waterford Square Associates, Inc.
111 Centerville Road
Lancaster PA 17603
(717) 393-0783 Office; (717) 393-5298
A copy of such notice shall be delivered to the receiving party's attorney by the same means as
for the parties.
15. Recor_ding. This Agreement of Sale shall not be recorded in the Office of the
Recorder of Deeds or in any other office of place of public record.
16. Successors. This agreement shall inure to the benefit of and be binding upon the
parties, their respective heirs, personal representatives, guardians, and successors and assigns;
however, this agreement may not be assigned by Buyer without the prior written consent of
Seller, which consent shall not unreasonably be withheld. Any such attempted assignment in
violation of the foregoing limitation shall be void and of no legal effect.
17. Amlicable Law. This agreement shall be interpreted and enforced in accordance
with the law of the Commonwealth of Pennsylvania.
18. Complete Aereement. This document is the entire and only agreement between
the parties hereto, and it cancels and replaces any previous agreements between said parties.
Seller represents to Buyer that there are no outstanding agreements to sell the Property to any
other persons.
19. Modifications. The terms contained in the document may be modified, amended
or otherwise changed only by a further written document containing such modified, amended
changed provisions, with specific reference to this agreement and signed by all parties. or
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IN WITNESS WHEREOF, the parties have executed this agreement by their duly
authorized representatives as of the date first written above.
SELLER:
BUYER:
DEVELOPMENT GROUP, INC.
By YJA-Z-7
ATTEST: Sam Juffe, l
race Wilt, retary
8
04/15/2004 11:X35 717a?50752 B GLADSTONF PAGE 01/01
APR-13-2004 12:27 CB FOMESALE SERVICES 717 393 S,98 P.10
JOWDER BY SAIM BROKERS
The following entities, being the sales brokers idea0ed in paragraph 13 herein gave,
hereby join in the foregoing ag=ment in order to indicate their understanding and agrec went to
the terms of said paragraph 13
COLDWELL BANKER ROM MALE SERVICES I ;ROUP
By
ccpa=4::?-
GlrY64twig
COMMERCIAL EgDUSTIUAL REALTY COMANY (' Cat")
William M ObdsWna
Censor ComftMw WSM*rd Sgnm 4.7.01
9
TOTAL P.10
Cx?rd,+ 6
Q
06/01/200.; 12:40 FAX 7176977681 SNELBAItER BRENNEMAN SPAR Z002
AGREEMENT OF SALE/PURCHASE
This agreement made and entered into this -7-N 1 day of June, 2004, by and
between:
WATERFORD SQUARE ASSOCIATES, INC.,
having a mailing address for all purposes hereunder
of 111 Centerville Road, Lancaster, PA 17062,
party of the first part, hereinafter called "Seller",
AND
CORNERSTONE DEVELOPMENT GROUP, INC.,
having a mailing address for all purposes hereunder of
300 Bailey Drive (Suite 106), Stewartstown, PA 17363,
party of the second part, hereinafter called "Buyer":
WITNESSETH:
WHEREAS, the parties hereto entered into an Agreement of Sale/Purchase on April 7,
2004, (hereinafter called "Original Agreement"), a true copy of which is attached hereto and
incorporated herein by reference thereto; and
WHEREAS, the first textual paragraph of paragraph 8 of said Original Agreement
provides for a Review Period of 60 days from the date of said Original Agreement; and
WHEREAS, the parties have agreed to extend said Review Period until hily 14, 2004,
and desire by these presents to amend the Original Agreement accordingly;
NOW, THEREFORE, in consideration of these presents and the mutual promises, terns
and conditions set forth herein, and intending to be legally bound hereby, the parties mutually
agree as follows:
1. The foregoing preamble and paragraphs are incorporated herein by reference
thereto.
2. The parties hereby agree to amend, modify and change the first textual paragraph
of paragraph 8 of the Original Agreement to read as follows:
8. Review Period. For a period of time ending at 11:59 P.M., prevailing time, on
July 14, 2004 (hereinafter called "Review Period"), Buyer shall have the right to review
the proposed development and make whatever investigation it may require. All inspection
and investigation shall be made at Buyer's sole cost and expense. If at any time during
said Review Period, Buyer in exercise of its sole discretion elects to cancel and rescind
this agreement, it shall have the right to do so by written notice to Seller, after which
JUN-02-2Q04 14:35 GCB HOhESALE SERVICES 717 393 5298 P.03
Seller shall direct its attorneys to refud the Deposit (with any acccund interest) to Buyer,
at which time this agreement shall become void and unenforceable.
3. Except only as amcndcd, modified and changed as aforesaid, the parties ratify,
confirm and reaffirm the Original Agreement as so amendecL modifed and changed.
IN WrM- SS WHEREOF, the parties have executed this agreemenr by their duly
authorized representatives as of the dam first written above.
SELLIER:
WATERFORD SQUARE ASSOCIATES, INC.
By
President
BUYER:
2
DEVELOPMENT GROM JNC.
TOTAL. P.03
05/02/2004 14:29 7179'50752 B GLADSTONE PAGE 02/02
JUN-02-2004 11:53 1 HOMESALE SERUICES ?1'i SyJ ?c?o ?.?•
JOINDER B fiALES BROIRS
The following entities, being tha sales brokers identified in paragraph 13 of the Original
Agreement mentioned in the foregoing First Amendment of Agreemem of Sale/purchase, hereby
join in the First Amendment of Agreement of Saldpurcbase in order to indicate their
undersmding and agreement to the Original Agreement as so amended, modified and changed.
OOLDWEL BAMaR $OWSAU S) RYICES GROUP
By
Gary twig
COMMERMI, DMU6TRIAI, REALTY COMM" ("ClA")
William M. Madseone
3
TOTAL P.04
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JUN-21-2004 15:12 -CB HOMESALE SERVICES X17 393 5298
SECOND AMENDMENT OF
A EMS= F S EJP
This agreement made and entered into this t r day of June, 2004, by and
between:
WATERFORD SQUARE ASSOCIATES, INC.,
having a mailing address for all purposes hereunder
of 111 Centerville Road, Lancaster, PA 17062,
party or the first pan, hereinafter called "Seller",
AND
CORNERSTONE DEVELOPMENT GROUP, INC.,
having a mailing address for all purposes hereunder of
300 Bailey Drive (Suite 106), Stewartstown, PA 17363,
parry of the second part, hereinafter called "Buyer":
WnWESSETH:
WHEREAS, the parties hereto entered into an Agreement of Sale/Purchase on April 7,
2004, (hereinafter called "Original Agreement"), a true copy of which is attached hereto and
incorporated herein by reference thereto; and
WHEREAS, the first textual paragraph of paragraph 8 of said Original Agreement
provides for a Review Period of 60 days from the date of said Original Agreement; and
WHEREAS, the parties heretofore agreed in writing dated June 2, 2004, to extend said
Review Period until July 14, 2004, a true copy of said document of extension ("First
Amendment") being attached hereto and incorporated herein by reference thereto;
NOW, THEREFORE, in consideration of these presents and the mutual promises, terms
and conditions set forth herein, and intending to be legally bound hereby, the parties mutually
agree as follows:
1. The foregoing preamble and paragraphs are incorporated herein by reference
thereto,
2. The parties hereby agree to further amend, modify and change the first textual
paragraph of paragraph 8 of the Original Agreement and paragraph 2 of the First Amendment to
read as follows:
8. Review Period. For a period of time ending at 11:59 P.M., prevailing time, on
August 31, 2004 (hereinafter called "Review Period'), Buyer shall have the right to
review the proposed development and make whatever investigation it may require. All
P.02
JUN--?1-2004 15:12 CB HOMESALE SERVICES
. . W'.' 1-4 • kl r CB HOP9ESPLE aERU I CES
717 393 5298 P.03
717 393 5;o.3s F'.63
uaspaaion wad iMtsttgatson Aall ho mode at Buyer'e solc cost Pad exponse, if at any
tune during Bald Review pajo k Iluyer in exercise of its Dole rfiuxelion elects to cytce)
and MS6W this RfAeMftt it shell have die ri to do so h
after which Sayer awl dh=j its ettomyc to ftfund the rmpoeitt (With any,
aecruedcy,
interest) to Buye:, Qt which tkro this 84MMEnt shall become vofd atui unoforccablc,
ron$rm and reafhr pt only m arie?ridad, raodified VA changed its aforesAld, the partite ratify,
ch;uidccl, she Orfginal Apvgmont aid First Atnetndment as so
arne?adedy r»odifiod and
tN 1WIT1VIE$6 WUVXOF.1he partyes have executed thit agrearnert by their duly
aurt,rtrized rapre,?MAtives as Of the date first wrnten above,
SFILFR:
2YV O
/A 1T1: Presidcut
r uG
BUYER
bEY?'L6p?? tiROUP, JNr.-
By 1
A i rUST: sident
s
2
SEP720-20P4 14:52 `8 HOMESALE SERVICES
•717 393 5298 P.02
THM AMNDMENT OF
Or SAr n?rr?r,tr. ?,..
vwa..aa?w
This "en' made and entered into this_ Z ?
----daY of September, 2004 by and between:
WATERFORD SQUARE ASSOC
Having a mailing address for all ?S' ]NC.
Of l l I Centen+ille R purposes hereunder
Party of the first ?' caster' PA I7062,
Perk hereinaRer-called "Seller",
AND
CORIMRSTONE DEVELOPINTNT GROUP, INC.,
Having a mailing address for all
300 Bailey Drive (Suite 106 Ste he ceder of
Party of the second ?' w OW14 PA 17363
part, hereinafter-called Buyer'; ,
WITNESSET$;
2004 WM1tEAS, the parties hereto entered into as A
, (hereinafter called "Original A
gr?ment gy of t of Sale/Ptucliase on April 7,
co
rporated herein by reference thereto: and "), a true copy of which
in is attached hereto and
for a 12evieS 0 the 60udatextual pagmpLb Y from the date o Of
Said Ong 8 of said origin Agreement provides
Agreement: and
1"'EREAS, the parties heretofore agreed Review Period until July 14, 2004. F in wnt?ng dated June 2, 2004, to extend said
writing to further extend the Review Period until June 2 ], 2004 the parties heretofore agreed in
ugust 31, 2004.
NOW, MEREFp1ZE, in consideration of these
presents and
mutual Promises, terms and
conditions set forth herein, and intending to be legally bound hereby, the
follows: Y? Parties mutually agree as
1. The foregoing Preamble and paragraphs are incorporated herein by ref
2, The Y thereto.
Parties hereby agree to further amend, m
located in the first textual paragraph of ? ence and change the Final Approval bate
follows: p?'Ph 9-8 of the Original Agreement as
Final Approval Date changed to March l 2005
required to follow the guidelines outlined Para Any additional extensions if
graph 9-B.
3. Except only as amended, modified and changed as aforesaid, the
and reaffirm the Orig Agreement, First Amendment, Second drnentYcd tDhism
Third Amendment as so amended, modified and changed.
SEP720-2004 14:53 CB HOMESALE SERVICES
?1? 393 5298 P.03
IN WITNESS WMREOF, the parties have executed this
authorized representatives as of the date first wri moment by their duly
tteri above.
ATTEST:
BUYER:
By:
ATTEST:
GROUP, INC.
rq 01 i17*47 S t
commercial-industrial
really (cir)
VOMMERCIAL REAL ESTATE SE:RWICLS, WQRLt>WtDE
FOURTH AMENDMENT Of
AGREEMENT Of SALEIPURCHASE
The Agreement made and entered into this 24th day of June, 2005 by and
between:
Waftrford Square Assodates„ Inc.
111 Centerville Road
Lancaster, PA 17603
Referred to as the Seiler
AND
Cornerstone 0mllopment Group, Inc., or their assigns
300 Bailey Drive
Suite 106
Stewartstown, PA 08854
Referred to as the Buyers,
VVITNI SM- H:
Tt5!v..MAM Rcu
,LROV AO•ess
?O Dot &Qto
Ca-.v A0, AA I";.6orr,
WHEREAS, the parties hereto entered into an Agreement of Sale/Purchase on
April 7, 2004, (hereinafter called "Original Agreement'), a true copy of which Is
attached hereto and incorporated herein by reference thereto., and
WHEREAS, the first textual paragraph of Paragraph 9 of said Original Agreement
provides for Planning Schedule, Unless Buyer elects to rescind and cancel this
agreement as provided in Paragraph 8 of the Original Agreement, Buyers shalt
proceed as follows:
WHEREAS,. At its sole cost and expense, Buyer shall prepare and file all
necessary subdhRisions and applications for approval of development of
residential townhouse units: as contemplated hereinabove. All such applications
and submissions shall be made to Silver Spring Township on or before August 4,
2005 pursuant to paragraph 2 of this Addendum.
im otrr.iall.Afarken WWdMitfr- N.,V Aa+ym X'Al AtAo Ilai-/ - NA! Cau da AI F.#Pvh, Al Lan* Awer7ra• awdrh C??/aE.va
INDIVIDUAL MEMBER OF
717/767-8070
"`AX f17,?g38yfs?
PLW.iw vtic?yttit,,•y,.
Wnt.w a .7n.A _ nabp
1
I
NOW, THEREFORE, In cony ' ,n of these presents and ML ..., .._ .omises,
terms and conditions set forth herein, and Intending to be legally bound hereby,
the parties mutually agree as follows.
I. Except only as amended, modified and changed as aforesaid, the
parties ratify, confirm and reaffirm the Original Agreement, First
Amendment, Second Amendment, Third Amendment, and Fourth
Amendment as so amended, modified and changed.
2. Extension of the submission of preliminary plan approval to eight (8)
weeks from the date of this Amendment, which would be August 24,
2005 provided that this amendment is signed by all parties prior to
June 29, 2-006. If signed after that date submission will be made one
month later.
3. Buyer shall be required to close on said property 60 days after
receiving final site plan and land development approval and meeting
all conditions of said approval, but no later than 4/30/06 unless
extended In writing by both parties.
4. As a condition of this contract the Buyer, at Buyers expense, will have
the obligation to place themselves on the reserve capacity Ilst created
by Silver Spring Township for available EDU's associated with the
pump station and sewer plant servicing the subject property, at the
earliest date possible. Buyer, at Buyer's expense, having placed
themselves on the Silver Spring list of EDU's as of the date of this
Addendum, has already reserved 94 available EDU's, the maximum
that is currently available. As a result, Buyer will:
A.) Allow the Seller to sign
B.)
C.)
agreement as co-owner of
any future EDU's reserved,
cost of Seller.
the sewer capacity, reservation
the. EDU's currently reserved and
up to a total of 120 EDU's, at no
Exert all reasonable efforts to obtain the final 26 EDU's, as
they become available, to complete the project of 120 units.
Seller, at no cost to Seller, will also be allowed to sign as co-
owner for these additional 26 EDU's.
In the event that the Buyer waives its rights to purchase the
original 94 EDU's or the additional 26 EDU's when they are
available, Buyer will have the obligation to proceed forward to
settlement and will waive the availability of EDU's or any other
contingencies (such as Land Development Plan Approval) that
would be conditioned on the availability of EDU's under the
Buyer's contract.
M WITNESS WHEREOF, the ?•.. have executed this Agreeme- eir duly '
authorized representatives a:. ?,. the date first written above.
SIGNED AND AGREED TO BUY:
SQUARE
?
Date:
A V
_ /17
:TTE I
?G
SELLER:
By:
INC.
BUYER:
Date: J-VG
CORNER NE DE'
By: G?
Sam ]uffe, P
GROUP, INC.
ATTEST;
V
Fourth Amendment of Agreement of Sale Purchase•WMG-sem-6-27-05
CALMER CORP.
DAVID L. MEULER
PRESIDENT
(717) 691-8600
P.O. Box 1549 FAX.• (717) 691-8559
Mechanicsburg, PA 17050 dmetler@carlislecc.com
Al/+< y - A«a-e-
W,« Ak?e4' 77 S3J* 'L4-y?
S' x,,13 e t J /Y t,
?tti9?? S
071(4a4-
FIFTH AMENDMENT OF
AGREEMENT OF SALE / PURCHASE
This Agreement made and entered into this day of June, 2005 by and between:
Waterford Square Associates, Inc.
111 Centerville Road
Lancaster, PA 17503
referred to as the Seller
AND
Cornerstone Development Group, Inc., or their assigns
300 Bailey Drive
Suite 106
Stewartstown, PA 08854
referred to as the Buyers.
WITNESSETH.
WHEREAS, the parties hereto entered into an Agreement of Sale/Purchase on April 7, 2004,
(hereinafter called "Original Agreement"), a true copy of which is attached hereto and
incorporated herein by reference thereto: and
WHEREAS, the first textual paragraph of paragraph 9 of said Original Agreement provides for
Planning Schedule. Unless Buyer elects to rescind and cancel this agreement as provided in
paragraph 8 above, Buyers shall proceed as follows:
WHEREAS, At its sole cost and expense, Buyer shall prepare and file all necessary subdivisions
and applications for approval of development of residential townhouse units as contemplated
hereinabove. All such applications and subdivisions shall be made to Silver Spring Township on
or before August 4, 2005.
NOW, THEREFORE, in consideration of these presents and mutual promises, terms and
conditions set forth herein, and intending to be legally bound hereby, the parties mutually agree
as follows:
1. Except only as amended, modified and changed as aforesaid, the parties ratify,
confirm and reaffirm the Original Agreement, First Amendment, Second
Amendment, Third Amendment, Fourth Amendment and Fifth Amendment as so
amended, modified and changed.
2. Extension of the submission of preliminary plan approval to eight (8) weeks from the
date of this Amendment, which would be August 3, 2005.
IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized
representatives as of the date first written above.
SIGNED AND AGREED TO BY:
ATTEST:
Secretary
SELLER:
WATERFORD SQUARE ASSOCIATES, INC
By:
President
BUYER:
CORNERSTONE DEVELOPMENT GROUP, INC
By:
Sam Juffe, President
ATTEST:
Secretary
2
•.• 4 t
SIXTH AMENDMENT OF
AGREEMENT OF SALE / PURCHASF
f .t t
This Agreement made and entered into this - day of November, 2005 by and between:
Waterford Square Associates, Inc.
111 Centerville Road
Lancaster, PA 17603
referred to as the Seller
AND
Cornerstone Development Group, Inc., or their assigns
300 Bailey Drive
Suite 106
Stewartstown, PA 08854
referred to as the Buyers.
WITNE,SSETH:
WHEREAS, the parties hereto entered into an Agreement of Sale/Purchase on April 7, 2004,
(hereinafter called "Original Agreement'), a true copy of which is attached hereto and
incorporated herein by reference thereto: and
WHEREAS, the first textual paragraph of paragraph 9 of said original Agreement provides for
Planning Schedule. Unless Buyer elects to rescind and cancel this agreement as provided in
paragraph 8 of the Original Agreement, Buyers shall proceed as follows:
WHEREAS, At its sole cost and expense, Buyer shall prepare and file all necessary subdivisions
and applications for approval of development of residential townhouse units as contemplated
hereinabove. All such approvals, applications and submissions shall be extended through June
30, 2006.
NOW, THEREFORE, in consideration of these presents and mutual promises, terms and
conditions set forth herein, and intending to be legally bound hereby, the parties mutually agree
as follows:
1. Except only as amended, modified and changed as aforesaid, the parties ratify,
confirm and reaffirm the Original Agreement, First Amendment, Second
Amendment, Third Amendment, Fourth Amendment and Fifth Amendment as so
amended, modified and changed.
IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized
representatives as of the date first written above.
1 4 1 1 l
SIGNED AND AGREED TO BY:
ATTEST:
Secretary
. I 4
SELLER:
WATERFORD SQUARE ASSOCIATES, INC
By:
President
BUYER:
DEVELOPMENT GROUP, INC
ATTEST:
?T. Sec
By:
2
Sam
0 . S f
j 4 41
SEVENTH AMENDMENT OF
AGREEMENT OF SALE/PURCHASE
This Agreement made and entered into this 7h day of March, 2006 by and between:
Waterford Square Associates, Inc.
111 Centerville Road
Lancaster, PA 17603
referred to as the Seller
WITNESSETH:
Cornerstone Development Group, Inc., or their assigns
300 Bailey Drive
Suite 106
Stewartstown, PA 08854
referred to as the Buyers
WHEREAS, the parties hereto entered into an Agreement of Sale/Purchase on April 7,
2004, (hereinafter called "Original Agreement'), a true copy of which is attached hereto
and incorporated herein by reference thereto: and
WHEREAS, the first textual paragraph of paragraph 9 of said Original Agreement
provides Planning Schedule. Unless Buyer elects to rescind and cancel this agreement as
provided in paragraph 8 of the Original Agreement, Buyer shall proceed as follows:
WHEREAS, at its sole coast and expense, Buyer shall prepare and file all necessary
subdivision and applications for approval of development of residential townhouse units
as contemplated hereinabove. All such approvals, applications and submissions shall be
extended through December 31, 2006.
NOW, THEREFORE, in consideration of these presents and mutual promises, terms and
conditions set forth herein, and intending to be legally bound hereby, the parties mutually
agree as follows:
1. Except only as amended, modified and change as aforesaid, the parties
ratify, confirm and reaffirm the Original Agreement, First Amendment,
Second Amendment, Third Amendment, Fourth Amendment Fifth
Amendment and Six Amendment as so amended, modified and changed.
0 1 S a
The parties to this Addendum hereby agree that should the Agreement dated 4/7/04
(together with all Addendums) be terminated by either party neither party shall be
obligated or liable for any reason to the other party with respect to this agreement or any
other contractual obligation relevant to this transaction.
IN WITNESS WHEREOF, the parties have executed this agreement by their duly
authorized representatives as of the date first written above.
SIGNED AND AGREED TO BY:
David L. Metzler President
ATTEST:
ecr tary
By: / V
Sam 7uffe,
BUYER:
GROUP, INC.
4 . • 4
VERIFICATION
• + 4 ,
I hereby verify that the information set forth in the foregoing document is true and correct
to the best of my knowledge, information and belief. I understand that any false statements
contained herein are subject to the penalties of 18 Pa. C.S. 4904, relating to unworn falsification
to authorities.
Date: 7--J-d3
Development Group, Inc.
Samuel
?K?
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SHERIFF'S RETURN - OUT OF COUNTY
CASE NO: 2008-04066 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
CORNERSTONE DEVELOPMENT GROUP
VS
WATERFORD SQUARE ASSOCIATES IN
R. Thomas Kline
Sheriff or Deputy Sheriff who being
duly sworn according to law, says, that he made a diligent search and
and inquiry for the within named DEFENDANT
WATERFORD SQUARE ASSOCIATES INC
to wit:
but was unable to locate Them in his bailiwick. He therefore
deputized the sheriff of LANCASTER County, Pennsylvania, to
serve the within COMPLAINT & NOTICE
On August 5th , 2008 , this office was in receipt of the
attached return from LANCASTER
Sheriff's Costs: So answeXs?
Docketing 18.00
Out of County 9.00
Surcharge 10.00 02 R. Thomas Kline ,
Dep Lancaster Co 46.18 Sheriff of Cumberland County
Postage 3.46 00
08/05/2008
BLAKEY YOST BUPP RAUSCH
Sworn and subscribe to before me
this day of
A. D.
SHERIFF'S OFFICE
50 NORTH DUKE STREET, P.O. BOX 83480, LANCASTER, PENNSYLVANIA 17608-3480 • (717) 299-8200
a 32atatafi
g
SHERIFF SERVICE PLEASE TYPE OR PEAT LEGIBLY.
PROCESS RECEIPT, and AFFIDAVIT OF RETURN DO NOT CrMCH ANY Cam.
1. PLAINTIFF/S/
Cornerstone Development Group Inc
2. COURT NUMBER
08-4066 civil
3. DEFENDANT/S/
Waterford Square Associates Inc
4. TYPE OF WRIT OR COMPLAINT
Notice and Complaint
E
H
Cr]
O
SERVE 5. NAME OF INDIVIDUAL, COMPANY, CORPORATION, ETC., TO BE SERVED Cn
Waterford Square Associates Inc to
6. ADDRESS (Street or RFD, Apartment No., City, Boro, Twp., State and P Co
111 Centerville Road Lancaster, PA 1?i06?) >
AT
I (Al
7. INDICATE UNUSUAL SERVICEPUTIZE ? OTHER En
Now, July 14 20 , I, SHERIFF OF R COUNTY, PA., do hereby d putize the Sherriff of 0
Lancaster County to execute this Writ turn thereof g
'Ajaeglao to law. This deputation being made at the request and risk of the plaintiff. ?wFa?FF n
S. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE:
Please mail return of service to Cumberland County Sheriff. Thank you.
N TE ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN - Any deputy sheriff levying upon or attaching any property under
in n writ may leave same without a watchman, in custody of whomever is found in possession, after notifying person of levy or attachment, without liability
on the part of such deputy or the sheriff to any plaintiff herein for any loss, destruction or removal of any such property before sherrif's sale thereof.
9. SIGNATURE of ATTORNEY or other ORIGINATOR 10. TELEPHONE NUMBER 11. DATE
12. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area must be completed If notice Is to be mailed)
BLAKEY, YOST, BUPP & RAUSCH
17 EST MARKET ST.
MACE BELOW FOR USE OF SHMFF ONLY -- DO NOT WRME BELOW TINS LME
13. 1 acknowledge receipt of the writ 1 NAME of Authorized LCSO Deputy or Clerk 114. Date Received 115. Expiration/Hearing Date
or complaint as indicated above. f TAC'KTF MTrrTrMP. 717-39n-2309 7/15/OA R/A/nR
16. 1 hereby CERTIFY and RETURN that 10 have personally served, ? have legal evidence of service as shown in "Remarks:, ? have executed as shown in
"Remarks", the writ or complaint described on the individual, company, corporation, etc., at the address shown above or on the individual, company, cor-
poration, etc., at the address inserted below by handing a TRUE and ATTESTED COPY thereof.
17. NM hereby certify and return a NOT FOUND because I am unable to locate the individual, company, corporation, etc., named above. (See remarks below)
18. Name and title of individual served (if not shown above) (Relationship to Defendant) 19. ? No Service
See Remarks Below (No. 30)
20. Address of where served (complete only if different than shown above) (Street or RFD, Apartment No., City, Boro, Twp. 21. Date of Service 22. Time
State and Zip Code) AM
PM
EST
EDST
23. ATTEMPTS ' to Mlles Dep. Int. Date Miles Dep. Int. Date Mlles Dep. Int. Date Mlles Dep. Int. Date Mlles Dep. Int.
?L P>
24. Advance Costs 25. Service Costs 26. Notary Cert. 27. Mileage/Postage/N.F. 28. Total Costs 29. COST DUE OR REFUND
R O&IK-9 i5a 36 0 1 - ? 4 . -S t 103' CE1.1Z
30. REMARKS: 0,he.aeJ r7 1AX_ --0-_ <S ?S /4 / '50"h-f 9
S.T.A.: [?'Ql? )/(1 15 tQ ?s, C37 /) A)b
P 6a Ar?e ?'06V
ham ' h f
31. AFFIRMED and subscribed to before me this P-1 ,
32. Signatui
IA H.. M 9n Dep. Sheriff
HARTMAN UNDERHILL & BRUBAKER LLP
Mark E. Lovett, Esquire
Attorney I.D. No. 41071
221 East Chestnut Street
Lancaster, PA 17602
(717) 299-7254 / (717) 299-3160 (fax)
0
1G.
IN4Z
Attorneys for Defendant
CORNERSTONE DEVELOPMENT IN THE COURT OF COMMON PLEAS
GROUP, INC., OF CUMBERLAND COUNTY,
Plaintiff, PENNSYLVANIA
V.
WATERFORD SQUARE ASSOCIATES, INC.,
Defendant.
CIVIL ACTION - LAW & EQUITY
No. 2008-4066
JURY TRIAL DEMANDED
NOTICE TO PLEAD
TO: Plaintiff
You are hereby notified to file a written response to the enclosed Preliminary Objection
within twenty (20) days from service hereof or a judgment may be entered against you.
Date: \S G? By:
TMAN UNDERHILL & BRUBAKER LLP
Mark E.
Attorney I.D. No. 41071
Attorneys for Defendant
{oo525757.1)-4-
?- jo
HARTMAN UNDERHILL & BRUBAKER LLP
Mark E. Lovett, Esquire
Attorney I.D. No. 41071
221 East Chestnut Street Attorneys for Defendant
Lancaster, PA 17602
(717) 299-7254 / (717) 299-3160 (fax)
CORNERSTONE DEVELOPMENT IN THE COURT OF COMMON PLEAS
GROUP, INC., OF CUMBERLAND COUNTY,
Plaintiff, PENNSYLVANIA
V.
WATERFORD SQUARE ASSOCIATES, INC.,
Defendant.
CIVIL ACTION - LAW & EQUITY
No. 2008-4066
: JURY TRIAL DEMANDED
DEFENDANT'S PRELIMINARY OBJECTION
TO PLAINTIFF'S COMPLAINT - COUNT II
1. Plaintiff brought this action against the Defendant to recover damages allegedly
resulting from a commercial real estate transaction between the parties. (Plaintiffs Complaint,
TT 3, 14, & 22).
2. In Count II, Plaintiff seeks reimbursement for "engineering and associated costs
[spent] in attempting to develop the property for residential use." (Complaint ¶ 22).
3. Plaintiff claims that these costs were incurred in reliance on representations
allegedly made by Defendant that were "intended to continue the contractual relationship."
(Complaint ¶ 24).
Preliminary Objection in the Nature of a Demurrer
Pursuant to Pa. R.C.P. 1028(a)(4)
4. Plaintiffs claim in Count II fails as a matter of law because the evidence required
to prove the oral representations allegedly made by the defendant is barred by the parol evidence
rule.
5. The Agreement and subsequent Amendments between the parties contain an
integration clause, which states, "This document is the entire and only agreement between the
parties hereto, and it cancels and replaces any previous agreements between said parties ...."
(Agreement ¶ 18; reaffirmed in each Amendment).
6. The representations in the Complaint that allegedly were made by the Defendant
are not contained within the Agreement or its subsequent Amendments.
7. Plaintiff claims to have relied on the alleged representations in entering into and
continuing with the Agreement, making Count II a fraud in the inducement claim.
8. Pennsylvania law bars parol evidence in fraud in the inducement cases when the
Agreement at issue has an integration clause and covers the subject matter of the alleged fraud.
WHEREFORE, Defendant, Waterford Square Associates, Inc., respectfully requests that the
Court enter an Order dismissing Count II for legal insufficiency, plus such other relief as is
permitted under the law and the facts.
HARTMAN UNDERHILL & BRUBAKER LLP
Date:', By:
Mark E. Lovett, ire
Attorney I.D. No. 41071
Attorneys for Defendant
{00525757.1)-2-
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I am this day serving the foregoing Preliminary Objection
upon the person and in the manner indicated below.
Service by First Class Mail, addressed as follows:
Carolyn J. Pugh, Esquire
Blakey, Yost, Bupp & Rausch, LLP
17 East Market Street
York; Pennsylvania 17401
Date:
ARTMAN UNDERHILL RUBAKER LLP
By:
Mark E. Love it
Attorney I.D. No. 41071
Attorneys for Defendant
{00525757.1}-3-
a 4
to
,
Jn
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION
CORNERSTONE DEVELOPMENT GROUP, INC.
Plaintiff
V.
WATERFORD SQUARE ASSOCIATES, INC.,
Defendant
No. 2008-4066
Jury Trial Demanded
Law and Equity
PLAINTIFF'S ANSWER TO DEFENDANT'S PRELE IINARY OBEJECTIONS TO
PLAINTIFF'S COMPLAINT - COUNT II
1. Admitted that the Complaint, being a writing, speaks for itself.
2. Admitted that the Complaint, being a writing, speaks for itself.
3. Admitted that the Complaint, being a writing, speaks for itself.
4. The averments of this paragraph are conclusions of law, and as such, no response is
required. In the event a response is required, the averments are denied.
5. Admitted that the Complaint, being a writing, speaks for itself.
6. Admitted that the Agreement and Amendments, being writings, speak for themselves.
7. Admitted in part. Denied in part. Admitted insofar as Defendant's allegation contained
in this paragraph references specific allegations in the Complaint, which, as a writing, speaks for
itself. The rest of this paragraph is denied as a conclusion of law, to which no response is
required. In the event a response is required, the averment is denied.
8. The averments of this paragraph are conclusions of law, and as such, no response is
required. In the event a response is required, the averments are denied.
WHEREFORE, Plaintiff, Cornerstone Development, Inc., respectfully requests this Honorable
Court to enter deny Defendant, Waterford Square Associates, Preliminary Objection to
Plaintiff's Complaint - Count I.
Respectfully submitted,
BLAKE X, YOST, B RAUSCH, LLP
Dated: 10 b $ By:
Carolyn J. Pugh, sq ' e
Counsel for Plaintiff,
Cornerstone Development Group, Inc.
17 East Market Street
York, Pennsylvania 17401
Supreme Ct. I.D. #200972
Telephone (717) 845-3674
C •1%
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that this day I am serving the foregoing Answer to Preliminary
Objection upon the person and in the manner indicated below:
Service by First Class Mail, addressed as follows:
Mark E. Lovett, Esquire
HARTMAN UNDERHILL & BRUBAKER, LLP
221 East Chestnut Street
Lancaster, PA 17602
Dated: to 1?
Carolyn J. sq
Cornerstone Development Group, Inc.
17 East Market Street
York, Pennsylvania 17401
Supreme Ct. I.D. #200972
Telephone (717) 845-3674
BLAKEY, YOST, RAUSCH, LLP
By:
Counsel for Plaintt
r? c" )
s CP
PRAECIPE FOR LISTING CASE FOR ARGUMENT 01?IGIIV4
(Mbe 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)
CORNERSTONE DEVELOPMENT GROUP, INC.
vs.
WATERFORD SQUARE ASSOCIATES, INC.
No. 2QQ8 . 4066 Term
1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to
complaint, tc.):
])efeneant`s Preliminary Objections to Plaintiff's Complaint - Count II.
2. Identify all counsel who will argue cases:
(a) for plaintiffs:
Carolyn J. Pugh, Esquire - Blakey, Yost, Bupp & Rausch, LLP
17 East Market Street, (Name and Address) York, PA 17401
Mark E. Lovett, Esquire, Hartman Underhill & Brubaker LLP
221 Eabst for hestnuttsStreet, Lancaster, PA 17602
(Name and Address)
3. 1 will notify all parties in writing within two days that this case has been listed for
argument.
4. Argument Court Date: December 3, 2008
Signature
Mark E. Lovett, Esquire
Print your name
Waterford Square Associates, Inc.
October 14, 2008 Attorney for
Date:
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.
l
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I am this day serving the foregoing Praecipe for Listing Case
for Argument upon the person and in the manner indicated below.
Service by First Class Mail, addressed as follows:
Carolyn J. Pugh, Esquire
Blakey, Yost, Bupp & Rausch, LLP
17 East Market Street
York, Pennsylvania 17401
HARTMAN UNDERHILL & BRUBAKER LLP
Date: October 14, 2008 By:
Mark E. Lovett, s *re
Attorney I.D. No. 41071
Attorneys for Defendant
100525832.11
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HARTMAN UNDERHILL & BRUBAKER LLP
Mark E. Lovett, Esquire
Attorney I.D. No. 41071
221 East Chestnut Street
Lancaster, PA 17602
(717) 299-7254 / (717) 299-3160 (fax)
ORIGINAL
Attorneys for Defendant
CORNERSTONE DEVELOPMENT IN THE COURT OF COMMON PLEAS
GROUP, INC., OF CUMBERLAND COUNTY,
Plaintiff, PENNSYLVANIA
V.
WATERFORD SQUARE ASSOCIATES, INC.,
Defendant.
CIVIL ACTION - LAW & EQUITY
NO. 2008-4066
JURY TRIAL DEMANDED
PRAECIPE
TO THE PROTHONOTARY:
Please mark the Preliminary Objections of Defendant Waterford Square Associates
to Plaintiff's Complaint as withdrawn. Please remove the Preliminary Objections from
the December 3, 2008 Argument List.
HARTMAN UNDE L & BRUBAKER LLP
Date: November 17, 2008 By:
ar , Esqui
Attorney I.D. No. 41071
Attorneys for Defendant
100532299.11- 1
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I am this day serving the foregoing Brief upon the person and
in the manner indicated below.
Service by First Class Mail, addressed as follows:
Carolyn J. Pugh, Esquire
Blakey, Yost, Bupp & Rausch, LLP
17 East Market Street
York, Pennsylvania 17401
LLP
Date: November 17, 2008
Attorney I.D. No. 4107T
Attorneys for Defendant
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION
CORNERSTONE DEVELOPMENT GROUP, INC.
Plaintiff
V.
WATERFORD SQUARE ASSOCIATES, INC.,
Defendant
No. 20084066
Jury Trial Demanded
Law and Equity
PRAECIPE TO SATISFY THE DOCKET
To the Prothonotary:
Please mark the above docket settled and satisfied.
Dated: of % 9
Respectfully submitted,
BLAKEY, YOST, BUPPJ&P-AUSCH, LLP
By:
Carolyn J. Pugh, Esqui
Counsel for Plaintiff,
Cornerstone Development Group,
17 East Market Street
York, Pennsylvania 17401
Supreme Ct. I.D. #200972
Telephone (717) 845-3674
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