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HomeMy WebLinkAbout10-2492 MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Tae Sung Oh. _ Individually, jointly and severally, DEFENDANT and Jang Yong Oh Individually, jointly and severally, DEFENDANT and House of Faith, Inc., doing business as Joyful Convenience Market Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY If)"- A 4Qa Civi I-Fe m 2010 N c- No. = 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: $ 9,329.78 Interest: $ 758.55 Lost Fee Income: $ 0 Attorney Fees: $ 2,798.93 Total: $ 129128.71 loo Kevin M. Lutkins, Esq. Attorney for Defendants *al. 5o P4 Am( CAstt Wt auoOk Nee " MEMO MONEY ORDER COURT OF COMMON PLEAS, ORDER COMPANY, INC.. CUMBERLAND COUNTY PLAINTIFF V. Tae Sung Oh. , 2010 Individually, jointly and severally, DEFENDANT and No. Jang Yong Oh Individually, jointly and severally, DEFENDANT and House of Faith, Inc., doing business as Joyful Convenience Market Corporation DEFENDANT NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. 174n)/rl of of/1-4110 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 MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Tae Sung Oh. _ Individually, jointly and severally, DEFENDANT and Jang Yong Oh Individually, jointly and severally, DEFENDANT and House of Faith, Inc., doing business as Joyful Convenience Market Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2010 a-y9? c.?v I ?r,k No. 1U - COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I - CONFESSION OF JUDGMENT (MEMO V. FAITH. TAE AND JANGI Plaintiff is MEMO Money Order Company, Inc., hereinafter "MEMO"), a Pennsylvania corporation wholly owned by Merchants Express Money Order Company, Inc., that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant House of Faith, Inc. (hereinafter "Faith"), is a corporation located at 5417 Mudd Tavern Road, Woodford, Virginia 22580 and doing business as Joyful Convenience Market. 3. Defendant Tae Sung Oh (hereinafter "Tae"), is an individual residing at 8923 Grandstaff Court Springfield, Virginia 22153-1145. 4. Defendant Jang Yong Oh (hereinafter "Jang"), is an individual residing at 8923 Grandstaff Court Springfield, Virginia 22153-1145. Defendants Tae and Jang are the owners and/or operators of Defendant FAITH and entered into the Trust Agreement on behalf of said Defendant FAITH and themselves on or about June 1, 2008. A true and correct copy of the Trust Agreement under which Defendants Tae, Jang and FAITH are confessing judgment is attached hereto as Exhibit "A". 6. Defendant Tae and Jang, with the intent to induce MEMO to enter into a Trust Agreement with Defendant FAITH, agreed to personally guaranty the obligations of Defendant FAITH. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant Tae and Jang is confessing judgment is attached hereto as Exhibit "B". 7. The forgoing judgment against Defendants Tae and Jang and FAITH, 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 $12,128.71 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 July 1, 2003 until September 4, 2009. 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 September 4, 2009 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 September 4, 2009, as required by the Trust Agreement. 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 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: $ 9,329.78 Interest: $ 758.55 Lost Fee Income: $ 0 Attorney Fees: $ 2,798.93 Total: $ 12,128.71 16. The Plaintiff is not seeking lost fee income. 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 $12,128.71, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT H - BREACH OF CONTRACT (MEMO V. FAITH. TAE AND JANG) 19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if set forth in full herein. 20. Defendant Tae and Jang signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The FAITH. 21. Defendant Tae and Jang also signed the above-reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The FAITH under the Trust Agreement. 22. The failure of Tae and Jang to remit the trust funds is a violation of the terms and provisions of the Trust Agreement, and in addition, is a breach of the fiduciary relationship created by the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $12,128.71, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT III - BREACH OF FIDUCUARY DUTY (MEMO V. FAITH. TAE AND JANG) 23. The averments set forth in paragraphs 1 through 22 are incorporated by reference as if set forth in full herein. 24. The Trust Agreement created fiduciary obligations owed by the Defendant to the Plaintiff. 25. In breach of their fiduciary obligations, Defendant Tae and Jang: a. Failed to hold the trust finds in trust, as property of Plaintiff, b. Deprived Plaintiff of the use and benefits of its money; c. Failed to make the required payments or dispositions of trust funds to Plaintiff; d. Commingled the trust funds with those of their own; and e. Appropriated the trust funds for their own use and benefit, or elsewhere. 26. Defendant performed all of the above actins intentionally, willfully, mJangciously, and with wanton disregard for the rights of Plaintiff. 27. Defendant's actions, as enumerated above, constitute a breach of fiduciary duty to Plaintiff under the laws of the Commonwealth of Pennsylvania and the terms of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $12,128.71, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT IV - CONVERSION (MEMO V. FAITH, TAE AND JANG) 28. The averments set forth in paragraphs 1 through 27 are incorporated by reference as if set forth in full herein. 29. Plaintiff avers, on information and belief, that Defendant Tae and Jang converted the trust funds owed Plaintiff to his own personal uses. 30. Defendant Tae and Jang's personal use of the trust funds and thus his intentional deprivation of the use and benefit of the trust funds properly due and owing Plaintiff, constitutes conversion under the laws of the Commonwealth of Pennsylvania. WHEREFORE, Plaintiff demands judgment in the amount of $12,128.71, as authorized by the Warrant appearing in the attached Trust Agreement, together with interest from the date of judgment and costs. COUNT V - UNJUST ENRICHMENT (MEMO v. FAITH, TAE AND JANG) 31. The averments set forth in paragraphs 1 through 30 are incorporated by reference as if set forth in full herein. 32. Plaintiff avers, upon information and belief, that Defendant wrongfully retained the trust funds. 33. Plaintiff conferred the benefit of the use of the money orders and other property upon the Defendant and said Defendant appreciated, accepted and retained such benefits. 34. The Defendant's retention of the benefits conferred by Plaintiff without paying the value of such benefits would be inequitable and unjust. 35. As a result of Defendant's retention of the trust funds and/or Plaintiff s other property, Defendant has damaged Plaintiff while unjustly enriching himself in the amount set forth above together with the value of the property retained, and the benefits conferred upon Defendant as a result of the use of the money orders and property, plus interest and costs. WHEREFORE, Plaintiff demands judgment in the amount of $12,128.71, as authorized by the Warrant appearing in the attached Trust Agreement, together with interest from the date of judgment and costs. COUNT VI - CLAIM FOR POSSESSION OF PROPERTY AND TRUST FUNDS MEMO V. FAITH. TAE AND JANGI 36. The averments set forth in paragraphs 1 through 35 are incorporated by reference as if set forth in full herein. 37. The Trust Agreement clearly states that all money orders and trust funds are Plaintiff s property. 38. The terms of the Trust Agreement require the Defendant to segregate and hold apart, all trust funds and/or proceeds from the sale of money orders. 39. The terms of the Trust Agreement clearly state that all non-trust funds and/or property commingled with trust funds and/or proceeds are impressed with a trust for the Plaintiff s benefit. 40. By operation of law, Plaintiff is the owner and Defendant is the trustee for all assets so commingled. 41. Despite Plaintiff's demand for return of the trust funds and other property, Defendant refused to remit the trust funds and other property impressed with a trust by operation of law to Plaintiff in violation of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $12,128.71, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. ?9? Kevin M. utkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: ? / ?? o 7 VERIFICATION The undersigned individual hereby states that he/she is an employee of Merchants Express Money Order Company, Inc., with the authority to verify the statements contained in the foregoing complaint involving MEMO Money Order Company, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation. 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 unsworn falsifications to authorities. Daniel C. Oliva Exhibit A MERCHANTS EXPRESS MONEY ORDER COMPANY/11 EMO MONEY ORDER COMPANY PERSONAL MONEY ORDER TRUST AGREEMENT THIS AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, d/b/a MEMO, MEMO MONEY ORDER COMPANY, d/b/a MEMO, Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YOM INC, d/b/a MEMO, a New York Corporation, or any subsidiary d/b/a/ MEMO (`1 EMCP) and the individual(s) and/or entities identified below, hereafter referred to as Trustee(s). In consideration of the mutual promises contained in this agreement and intending to be legally bound hereby, the parties agree as follows 1. Agency. MEMO appoints Trustee to act as a special agent of MEMO at each of Trustee's retail establishments approved for the sale of money orders issued by MEMO. Trustee accents sudh appointment in acmrdanee with the tears and conditions specified in this Agreement and in the attached Rider herein incorporated and made a part hereof. 2 Trost Relationship. Trastee shall receive and hold in trust for MEMO all blank nxxtey orders delivered to Trustee by MEMO and all money received by Trustee from the sale of money orders, itidud %withort li notion the m mmy order fees established by MEMO from tune to bore C'u= fimdd). Trustee shall hold the trust funds separate and apart from other funds of Trustee. 3. Money Order Fees. In consideration of the services rendered to Tnistee 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 mortice to Trustee 4. Materials Supphed 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 blank money orders, senally numbered and consisting of two or three parts The first part being the money order instrument itself (stub/purdusees receipt with two part); the second part being the accounting (store) copy, and the third part being the pmudtasees copy with a three part foam B. An agency installation folder containing adequate supplies of money order reporting foams, mailing labels, lost money order claim cards, stop payment foams and vanos other forms necessary for the continual and on-going operation of a money order program. Furthermore, Trustee agrees to corrghly with all Federal and State regulations govearing currency transaction reports and for record keeping C. A matey order imprinter of the quality necessary to imprint the matey order dollar value firmly into the money order so as to inhibit the alteration of any item Money order imnprinters shall be of two different types consisting of both electronic money order dispensers and manual money order ins iineers. At MEMO's sole discretion, either type of disperser shall be issued to agent Manual money order dispensers shall contain an identifying plate, which shall read "MEMO" followed by the Trustee I.D. numnbec Electronic money order dispensers shall be programmed by MEMO to indicate Trustee I.D. number on imnprinted money orders Such coney order immprinrters shall at all times continue to be the sole property of MEMO and shall not be removed from the Tnstee's retail establishment where it was o igma?y installed by MEMO. Any other money order dispensers not owned by MEMO and used by Trustee to xripnnt money orders must be approved by MEMO. D. Such advertise ng material as MEMO in its sole discretion shall determine. 5. Right to an Accounting. Notwithstanding any other provision of this Agreement; MEMO shall have the right; at all reasonable times, with or without notice, to access Trustee's premises and to inspect and peffwn an accenting of or cause its employees or agents to inspect and perform an accounting of; the cash receipts, Money Order Fees, the accounting (store) copies of coney orders sold and the Trustee's inventory of unissued money orders A charge will be assessed against Trustee to recover ergterses incvaed by MEMO when an audit is made due to Tnstee's breach of this Agmeane nt or if the audit discloses a breach (See audit fee/penalty fee sdw&&). 6. Rules and R%n&dons. Trustee shall comply with die 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 B. Only cash shall be accepted as payment for money orders issued or sold No check or other paper timarnitted 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 the money order imprinter with the highest degree of raze. The care etrerased in regard to money odes shall be at least as that applicable to cash. Tnsree shall report to MEMO the serial number of each matey order stolen or missing; and all other information relating to the event, imaiediately upon discovery of the fact; but in cry event not later than twenty-four A haul prior to the money orders being presented for payment to MEMO so that payment can be stopped on sudh missing or stolen moiey orders. Such report shall be by telephone and i m niediaately confirmed in writing Tnistee shall be solely responsible for all losses ausing fiorn, and shall indemnify MEMO amid hold hamiless regarding any and all stolen or missing money orders as well as any money order imprinters issued to Tnstee. Furthermore, Tnstee shall be responsible for repair or meplacenent of any issued money order disperses stolen or damaged as a result of misuse, negLgerhce, abuse, fire or otherwise Said responsibility and 6belty of Trustee shall not be limited by Trustee's compliance with the safeguardng care, and reporting obligations set forth in this paragraph n Trustee shall at all tines maintain a sound financial position and provide current financial information to MEMO as requested by MEMO. Trustee shall conduct operatics so that the funds gerierated from the sale of nxrvy orders will not be in popardy nor seem in the opinion of a reasonable person to be in jeopardy and shall arose the issuance of money orders and mortify MEMO atmrediw ely, shoild such jeopardy arise Notification to MEMO shall be monde promptly by telephone and iaxmrediately confirmed in writing "Scud FimraricnI Condition" shall mean that these has been no nateml adverse d>ange in the business, operations, condition (financial or otherwise) or prospects of the Trustee and that neither Trustee or any Guarantor Ins become insolvent, ge neially unable to pay its debts as they become due, invohrntanly 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 order for reef duration, finding or relief described therein, intimate a proceeding desmbed in Paragraph 7B or consented to any such 2ppornmhe nt or to the taking of possession by any suds official or all or any substantial part of its property, whether or not any such proceeding is instituted, or has taken any action in fird>eeanoe of any of the foregoing A lack of scud financial condition shall also include when Trustee fails to pay, 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 that 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 either Trustee'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 with 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 terms and conditions of this Agreement. F. At Tntstee's retail establishment where money orders are sold, Tn stee shall sell only MEMO money orders. G. Trustee shall sell MEMO money orders only at Trustee's spe dfirally approved places of business or fimre place of business as approved by MEMO. H. Trustee shall remain open dining the course of normal business hours for the duration of this agreement Failure to do so shall constitute a breach of this agreement 7. Term of Agreement The teen of this Agreement shall run for a period of three (3) years from the date of this Agreement and shall renew autocratically for successive three (3) year periods. After the initial ducryear tern of this Agreement, Trustee may twninate this Agreement upon six (6)i months prior written notice to MEMO, and MEMO may terinirate this Agreement upon sorty (60) days prior written notice to Trustee. In the event Trustee does not provide proper termination notice, Trustee shall be responsible for lost fee income 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 terminate this Agreement at any time, i mmiedu* and without notice, and/or enter judgtient according to the provisions of Paragraph 11 hereof upon the happe iing of any of the following events: MEMO or its designated dneck-clearing banking center does not remove the amounting documentation or payment of trust funds (including money order sales proceeds and irony order fees), within the time period and on the term specified in the Rider to this Agreernent B. Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Guarantor of any petition ender any bankruptcy, reoigainzwor>, insolvency, or moratorium law, or any law for the relief or, or relating to debtors; or the filling of any involuntary petition against Tnstee under any bankruptcy statute, or the appointment of a receiver or matey to take possession of the property or assets of Trustee; or the subjection of any Trustees property or assets to any levy, seizure, assig inneit or sale for or by any creditor or govermhenual agency. C. The non-performance by Trustee of any obligations of Trustee pursuant to this Agreement The happening of any of the foregoing evaus shall be a default under this Agreement and, without any notice from MEMO, constitute a default under any and erg agreements of Trustee and/or Trrstoe's guarantor(s) with Consumer Payment Services, or any other related company. 8. Termination. Upon the expiration or t mimation of this Agreement; Tnistm amnnediately shall deliver to MEMO all rash receipts from the sale of money orders, money order fees due MEMO, accounting (store) copies of money orders issued, the money order imprinter and any and all materials or documents provided to Trustee by MEMO ptmuumt to ths Aguen=4 inohiding but not limited to all blank money order form Al oblation, covenants, liabilities and indemnities of Trustee hereunder shall survive the expiration or teamir abon of this Agreement A teimiriatio n notice provided by MEMO for any reason other than the expiration of this Agreement shall be effective as of the happening of any such event causing termination under paragraph 7 hereof or upon the may of confessed judgment whichever fist ocwm 9. Confession of Judgment Trustee hereby irrevocably and== and empowers any attorney or the Prothonotary or Clerk of any mutt of record, upon or after the occurrence of any event described is paragraph 7, to appear for and to eonfeas or enter judgment against Trustee for the face amount of al money orders sold ptnsuamt to this Agreement, the applirabir Money Order Fees, accrued interest thereon, interest expense not to exceed erg men percent (18%), and for any other sums due MEMO tinder this Agreement, together with expenses and cost of suit area reasonable attorney's fees and said fvs not to exceed thirty percent (30%) of said amount and sums, far collection as provided herein incbrdiog all legal fees incurred in any Bankruptcy of Trustee. For such purpose, this Agreement or a copy hereof verified by affidavit by Trustee or on behalf of Trustee by said attorney, PmBhonomey or Cledc, shall be sufficient warrant The remedies of MEMO as provided herein and the warrants obtained hum shag be enforced in accordance with the terms of this Agreement and may be punned shhgiy, successively, or together at the sole discretion of MEMO and as often as occasion therefore shat occur. The failure to exercise any such right or remedy shall in no event be consumed as a waiver or release thereof The authority and power to appear fx and confess or saw judgment against Trustee shall not be achausted by the initial exercise thereof, and the same may be exercised, from time to time, as ohm as MEMO shall deem necessary and desirable, and this Agreement or a copy hereof shaft be a sufficient Went therefore. One or more judgments may be confessed or entered in the same or different counties for al or part of the sums described in dens paragraph. In the event any judgment entered against Trustee hereunder a soridl w or opened upon application by or on Tnatee's behalffor any reason whatsoever, then any attorney or the Prothonotary or Check of any court of record is hereby aruhorvcd and empowered to again appear for and or enter judgment against Trusts, subject, however, to die limitation that such subsequent entry or confession of judgment may only be done to cure any errors m prior proceedings, and only and to die extent that such errors are subject to sae in the late proceedings. 10. Liability. Trustee, regardless of Trustees freedom from reglig = or other fiwk 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; regardless of the mysterious or non-mysterious i1sappearance or loss of any finds from Trustee's possession by reason of the honest or dishonest act of any person, act of God, or otherwise. B. To re -it to MEMO the total amnacunt 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 riot MEMO is legally liable to pay the saner This subparagraph shall not apply to any money order as to which Trustee shag have hilly performed Trustee's duties under this Agreement 11. Indemnity . Trustee shag indemnify, defend and hold hannkxs MEMO from and against any and all losses, damages, Wilities, dairs, actions, suits, proceedings, judgments, assessments, fires, penalties, costs, interest, and expenses (including but not knited to, settlement cost and reasonable legal and accounting fees) sustained by MEMO resulting from or arising out of any act or oemssion to act, whether honest; ddioest; negligent or otherwise by Tnatee or Trustee's employers, agents, associates or representatives (whether within or without their scope of pecfriamance). 12 Security. As fiuther consideration of appounuient by MEMO as its agent, and m order to protect MEMO's property from conversion, Trustee hereby giants to MEMO a contimiing security interest in Trustee's bank account; inventory accounts receivable, asmgnmert of lease, and fixtures at all Trustee locations. Trustee agrees to execute erg documents necessary to create or perfect such security interest inchudieng but not limited to, recorded Uniform Commercial Code-Financial Statement (UCC1(s)) Bing& Furt ermnom, MEMO reserves the n& to require additional collateral as it deem necessary for ongoing approval and for the duration of the Agreement In the event Tnistee changes ownership in Trustee's bum= in any transaction sin-in to those sex forth in paragraph 6(E) hee witout prior notice and approval by MEMO as set forth therein, Trustee hereby grants a security intermt in the proceeds of any such transaction until such time as an approved trust account is re-established. 13. Notices. Except as otherwise stated, all notices, correspondence, and communications under this Agreement shall be in writing and addressed as follows: IFTO MEMCk MEMO IF TO TRUSTED: See attached Rider P.O. Box 8563 Camp Hill, PA 17001-8863 14. Choice of Law. Tins agreement shag be construed under and in accordance with the laws of the Commonwealth of Peursylva ia, dwegardmg 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 rase of MEMO's exercise of rights under Paragraph 11 hereof; in any other court of record in Pennsylvania or elsewhere. 15. Non-Waiver. The failure of MEMO to enforce any provision of this Agreement or its failure to declare a default under this Agreement shag not constitute a waiver or any breach or of a y provision of this Agreement and shall not prejudice the right and/o power of MEMO to proceed as fogy as if it had not failed to enforce any provision of this Agreenent 16. Enforcement In the evert of defarilt under the tears of this Agreement Trustee agrees that MEMO shall, in addition to all rights it miglmt have under the law, have the right of seeking specified pedioaance in the count of equity. Furthermore, Tnistee agrees to consent to the Jurisdiction of a tout of equity rung the enforcement of this Agreement and/or the enforcement of MEMO(S) rights in the event of any default by Trustees. 17. Cost of Enforcement Trustee shall pay, on demand by MEMO, all casts and expenses including reasonable attomney's fees incurred by MEMO in connection with the enforcement of this Agreement a Construction. AD references m this Agreement in tae singular shall be construed to include the plural where applicable and the masail'me shall im3ude all other genders. All covenants, agreements and obligations in this Ageernem assumed by Tnistee shag be, and shag be deemed to be, joint and several corvenants. Headings of the paragraphs of this Agreement are for convenience only and do not limit expand, or otrawise constnie de provisions or contents of this Agreement 19. Entire Agreement This Agecrnrn; together with all attadummemts and rides, related security documents and such niks and regulations as may be promulgated by MEMO for the issuance of money orders from time to time, shag constitute the entice agreement between the pates hereto. There are not other agreements or understandings, written or oral, between to parties with respect to the subject matte of this Agreement Thee shall be no modifications, arhehdmehts, or alterations to this Agreement unless agreed to in wnib% signed by erg hearties. This Agreement shag bind and inure to the benefit of the parties, their respective heirs, successors, representatives and proper assigns. 20. Time of the Essence. Time is of the essence in this Agreement and to 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, WHETTIER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH AGREEMENT, OR ANY OTHER CAUSE Date .S. - 6 3 TRUSTEE w? a O ' / t MERCHANTS EXPRESS MONEY OMER COMPANY/ Corporate/Store Name I f . Lo n Y e n c en c e ^M a Vke4, . .;.- - MEMO MONEY ORDER COMPANY/ MEMO MONEY ORDER COMPANY OF NEW YORK, INC Signature ? Tide /'TUB d? Trustee (Individual) By ` ' Tnrstee (Individual) Tine V A- Y:±14 Tmstre`(Tn v dual) Trustee (Individual] Namrber7, 3)OZ MERCHANTS EXPRESS MONEY ORDER COMPANY MEMO MONEY ORDER COMPANY 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. TRUSTEE: 4 P- A74-h . 10 C Corporate/Business Name House, Street Address 7 117 Ha d - TA Vewd city to 2g? rd State V A Zip Code Telephone Number Fax Number Agent Number Legal Entity: Corporation [5 LLC Partnership [ Sole Proprietorship MONEY ORDER FEES: Money Order fees shall be based upon the ?rerage weekly volume of Money Orders sold by Trustee. Trustee's Money Order fee shall be $ 0 3 per item at a maximum retail selling price of $ Additionally, a money order dispenser fee of $ dl-t per week/month shall apply. 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 $ %/& 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, Pennsylvania Corporations, or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., d/b/a/ MEMO, a New York Corporation ("MEMO' 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 $ .s-4v 6%> 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 MEMO'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: Upon 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'D. 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 borne 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 i ? 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 and of each week, MEMO will calculate a weekly money order sales total from daily data obtained from Trustee via electronic 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. TRUSTEE 1j "A Corporate/Store Name Con Venience r Hav?ef Signa r Title ??(?G.? Zd Gk? S? Date o ENDING DAY REPORTING DAY ACH WIRE MERCHANTS EXPRESS MONEY ORDER CO. MEMO MONEY ORDER COMPANY. Signature Title V h Date -S 4?. C3 ELECTRONIC: J-T 30,2W3 Exhibit B MERCHANTS EXPRESS MONEY ORDER COMPANY MEMO MONEY ORDER COMPANY 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, 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 "Agreement's with: Corporate/Business Name bk L s f , Street Address S Yl r) M4460 7i -V" 'of city wo - c! /"t d State 4 Zip Code Z 11- Y%-$ 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 (301/6) 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 tight 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 COMPLY WITH AGREEMENT, OR ANY OTHER CAUSE. --10 , an'r tor's Signature Guararttoe/Signaturet Print Guarantor's Name a-l-) (qwd s- lr C7 Home Address V4 Ci 'J! State Zip Code C/N? IO?i an Print Stiouse' n-; 5r C) H Date ame ?3 C rQ?nd s C7 Home Address 5Pt,(nJL,,dd City IU /o State Zip Code Date *If not married, please indicate by affixing "N/A" on line for second Guarantor's signature. Nowmbe 7, 2002 MEMO MONEY ORDER COURT OF COMMON PLEAS, ORDER COMPANY, INC. CUMBERLAND COUNTY PLAINTIFF V. Tae Sung Oh. , 2010 Individually, jointly and severally, DEFENDANT and No.-/O- CY Jang Yong Oh Individually, jointly and severally, DEFENDANT and House of Faith, Inc., doing business as Joyful Convenience Market Corporation DEFENDANT 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 Merchants Express Money Order Company, Inc., with the authority to make this Affidavit on behalf of the Plaintiff, MEMO Money Order Company, Inc. 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 o? a?Wed Daniel C. Oliva SWORN to and subscribed before me this , day of Wv 2010. Notary Public "Comm 1":. =tlitW O iMl W OE iYMNI *# MM W M S. soz , r MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Tae Sung Oh. Individually, jointly and severally, DEFENDANT and Jang Yong Oh Individually, jointly and severally, DEFENDANT and House of Faith, Inc., doing business as Joyful Convenience Market Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2010 No. 0 - y9J c ,v 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 Merchants Express Money Order Company, Inc., with the authority to make this Affidavit on behalf of the Plaintiff, MEMO Money Order Company, Inc. 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: House of Faith, Inc. Tae Sung Oh Jang Yong Oh 5417 Mudd Tavern Rd. 8923 Grandstaff Court 8923 Grandstaff Court Woodford, VA 22580 Springfield, VA 22153-1145 Springfield, VA 22153-1145 ex aev- M A, ? -(-z- d lk" ?k 7A n C4`1?_ Daniel C. Oliva SWORN to and c,?l?;? T 'ed before a this da of NftrCh, 2010. A ? I I b ?A ww?) otary Public EC ?,li"600n &Pkw AW a, 2012