HomeMy WebLinkAbout04-3386P&P ENTERPRISES, INC.,
Plaintiff
TRIPLE CROWN CORPORATION and
Al.EXANDER STEWART ESTATE and
JANE RAMBO STEWART &
MELLON BANK, N.A.,
Executors/i'rustecs U/W of
ALEXANDER STEWART
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
:CIVIL ACTION -EQurrY
NOTICE
You have been sued in Court. If you wish to defend against the claims set forlh in the
following pages, you nmst take action within twenty (20) days after this Complaint end Notice
are servcd, by entering a written appearance personally or by attorney, and filing in writing with
the Court your clefenses or objections to the claims set forth against you. You are warned that if
you lktil to do so, the case may proceed without you and a judgment may be entered against you
by the Court without further notice for any money claimed in the Complaint or for any other
claim or relief requested by the Plaintiff. You may lose money or property or other rights
important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, Cfi) TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Central Penn~lvania Legal Services
8 Irvine Row
Caxlisle, Peons3'lvania 17013
(7 I7) 243-9400
PAP ENTERPRISES, INC..
Plainliff
'I'RIPLE CROWN CORPORATION and
ALEXANDER STF-WAR'I/ESTATE and
.lANE RAMBO STEWART &
MEI,I',ON BANK. N.A.,
Executors/Trustees U/W of
ALEXANDER STEWART
: IN THE COURT OF COMMON PI,EAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: CIVIL ACIION - EQUITY
:NO.
PRAECIPE FOR ENTRY OF APPEARANCE
Please emer thc appearance of the law offices of FEEMAN, MESICS & HOPSTETTER
for PAP Enterprises inc., the Plaintiff, in the above-captioned c~c.
FEEMAN, MESIC$ & HOPSTETTER
Date: July 13, 2004
By:
Robert A. Hopstetler, ~.. quire
Attorney I.D. #30832
247 Somh Eighth Street
Lebanon, PA 17042
Telephone: (717)272-34'77
p&P ENTERPRISES, INC.,
Plaintiff
VS.
TRIPLE CROWN CORPORATION and
ALEXANDER STEWART ESTATE and
JANE RAMBO STEWART &
MELLON BANK, N.A.,
Executors/Trustees U/W of
ALEXANDER STEWART
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: CIVIL ACTION - EQUITY
: NO.
COMPLAINT
AND NOW COMES the Plaintiff, P&P ENTERPRISES, INC., by and through its
attorneys, Feeman, Mesics & Hopstetter, to respectfully present this Complaint as follows:
1. Plaintiff, P&P ENTERPRISES, INC., is a Pennsylvania Corporation with its
registered office within the Commonwealth of Pennsylvania located at 1675 Grace Avenue,
Lebanon, Lebanon County.
2. Defendant, TRIPLE CROWN CORPORATION, is a Pennsylvania Corporation
with its registered office within the Commonwealth of Pennsylvania located at 5351 Jaycee
Avenue, Harrisburg, Dauphin County.
3. Defendant, Triple Crown Corporation, is also known as Triple Crown Corp.
4. Defendants, ALEXANDER STEWART ESTATE, JANE RAMBO STEWART &
MELLON BANK, N.A. EXECUTORS/TRUSTEES U/W OF ALEXANDER STEWART, are
entities/fiduciaries created/appointed upon the death of Alexander Stewart, a resident of
Page 1 of 12
Cumberland County, Pennsylvania, operating within the Commonwealth of Pennsylvania using the
address of 1735 Market Street, 2nd Floor, Philadelphia, Philadelphia County.
5. At all times material to the averments herein, Plaintiff was the Purchaser of a
certain vacant parcel of land within the Commonwealth of Pennsylvania located along the south
side of U.S. Route 11, Silver Spring Township, Cumberland County, measuring approximately six
and one-tenth (6.10) acres pursuant to an Agreement of Sale of Land, dated November 26, 2003,
with Defendant, Triple Crown Corporation (a/k/a Triple Crown Corp.), as the Seller, wherein
Defendant, Triple Crown Corporation, agreed to sell and Plaintiff agreed to purchase said real
estate for the sum of Eight Hundred and Twenty-five Thousand Dollars ($825,000), hereinafter
referred to as the "P&P AOS", a true and correct copy of which is attached hereto as Exhibit "A"
and incorporated herein as if set forth at length.
6. At all times material to the averments herein, Defendant, Triple Crown
Corporation, was the Purchaser ora certain piece or parcel of land within the Commonwealth of
Pennsylvania located along the south side of U.S. Route 11, Silver Spring Township, Cumberland
County, measuring approximately forty (40) acres pursuant to an Agreement of Sale, dated May
14, 2003, with Defendant, Jane Rambo Stewart & Mellon Bank, N.A., Executors/Trustees U/W
of Alexander Stewart, a true and correct copy of the first and last pages of which (as provided by
Defendant, Triple Crown Corporation, to Plaintiff) is attached hereto as Exhibit "B".
7. At all times material to the averments herein, the vacant parcel of land being
purchased by Plaintiff from Defendant, Triple Crown Corporation (a/k/a Triple Crown Corp.),
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was a portion of the piece or parcel of land being purchased by said Defendant from Defendant,
Jane Rambo Stewart & Mellon Bank, N.A., Executors/Trustees U/W of Alexander Stewart.
8. At all times material to the averments herein, Defendants, Alexander Stewart
Estate and Jane Rambo Stewart & Mellon Bank, N.A., Executors/Trustees U/W of Alexander
Stewart, were the successors in title to a larger piece or parcel of land owned by Alexander
Stewart at the time of his death pursuant to a Deed dated June 30, 1958 and recorded September
23, 1958 within the Commonwealth of Pennsylvania in the Office of the Recorder of Deeds of
Cumberland County at Deed Book R-18, Page 374.
COUNT I
BREACH OF CONTRACT
SPECIFIC PERFORMANCE
Paragraphs 1 through 8 are incorporated herein by reference as if set forth at
length.
10.
11.
Paragraph 6 of the P&P AOS set a deadline for settlement of March 31, 2004.
Paragraph 6 of the P&P AOS allowed the March 31, 2004 deadline to be extended
for ninety (90) days upon either party giving notice to the other party.
12. Defendant, Triple Crown Corporation, indicated to Plaintiff from the inception of
the P&P AOS that it would almost certainly need the ninety (90) day extension to settle on said
contract.
13.
Defendant, Triple Crown Corporation, notified Plaintiff in February or March of
2004 that it would be unable to settle on March 31, 2004, but that it would be able to settle by the
Page 3 of 12
end of June 2004.
14. Plaintiff and Defendant, Triple Crown Corporation, continued to act with the
understanding that the deadline for settlement had been extended to the end of June 2004.
15. Defendant, Triple Crown Corporation, notified Plaintiff, prior to June 26, 2004,
that it anticipated being unable to settle by the end of June 2004.
16. Defendant, Triple Crown Corporation, notified Plaintiff that it would extend the
P&P AOS in exchange for an increase in the pumhase price by Four Hundred Thousand Dollars,
an almost fifty percent (50%) increase in the purchase price.
17. Plaintiff notified Defendant, Triple Crown Corporation, by letter dated June 28,
2004 and faxed to Defendant, Triple Crown Corporation, and its counsel, F.R. Martsolf, that
same date, that Plaintiff was ready to settle on June 29, 2004 as required by the P&P AOS.
18. Plaintiffnotified Defendant, Triple Crown Corporation, by the same letter dated
June 28, 2004, that in the alternative to settling on June 29, 2004 it would agree to allow
Defendant, Triple Crown Corporation, an additional thirty (30) days to satisfy its subdivision
requirements and complete settlement.
19. Plaintiff attempted to contact Defendant, Triple Crown Corporation, to confirm a
time for settlement on June 29, 2004 or to discuss whether said Defendant was requesting
extension of the contract.
20. Defendant, Triple Crown Corporation, failed to contact Plaintiffor its counsel to
confirm a time it would be available for settlement or to execute an extension agreement.
Page 4 of 12
21. Defendant, Triple Crown Corporation, failed to complete settlement on or before
June 29, 2004 as required by the P&P AOS.
22. Defendant, Triple Crown Corporation, failed to obtain an extension to the P&P
AOS, which would provide additional time within which to complete settlement.
23. Since the execution of the agreement of sale, plaintiff has always been, and now is,
ready and willing to comply with all and singular the clauses in the agreement of sale on his part
to be kept and performed.
24. Plaintiff was at all times ready, willing and able to complete settlement on June 29,
2004.
25. Plaintiff never exercised its right to terminate the P&P AOS for the failure of and
contingencies as permitted by Paragraph 3(U) of same.
26. Defendant, Triple Crown Corporation, is in breach of the P&P AOS for failing to
utilize its best ability to timely progress through the development process for the approval of its
subdivision plan as set forth in Paragraph 3(Q).
27. Defendant, Triple Crown Corporation, is in breach of the P&P AOS for failing to
fully cooperate with Plaintiff as required by Paragraph 3(T) of the P&P AOS for, among others,
not timely providing copies of all relevant modifications to the subdivision plan and failing to
provide copies of site inspections which could aid Plaintiff in evaluating excavation costs as
required by Paragraph 3(P) of the P&P AOS.
Page 5 of 12
28. The real estate being purchased by Plaintiff from Defendant, Triple Crown
Corporation, is unique and there exists no adequate remedy at law that can replace same.
WHEREFORE, Plaintiff, by and through its counsel, respectfully requests that this
Honorable Court issue an Order:
a. that Defendant, Triple Crown Corporation, be enjoined, preliminarily until final
hearing and permanently thereafter, from mortgaging or encumbering the certain
vacant parcel of land within the Commonwealth of Permsylvania located along the
south side of U.S. Route 11, Silver Spring Township, Cumberland County,
measuring approximately six and one-tenth (6.10) acres as more particularly
described or shown in the P&P AOS in any way, and from selling or conveying the
same or any part thereof to any person other than the plaintiff;
b. that Defendant, Triple Crown Corporation, be ordered to specifically perform the
agreement of sale and by good and sufficient deed convey the certain vacant parcel
of land within the Commonwealth of Pennsylvania located along the south side of
U.S. Route 11, Silver Spring Township, Cumberland County, measuring
approximately six and one-tenth (6.10) acres as more particularly described or
shown in the P&P AOS and every part thereof with marketable title and free of all
encumbrances to the plaintiff in fee simple and legally execute, acknowledge and
deliver the deed to plaintiff in proper legal form, and accept in consideration
thereof the agreed pumhase price, which plaintiff now here offers; and
Page 6 of 12
c. such other general relief as may be just and proper.
COUNT II
BREACH OF CONTRACT
DAMAGES
29. Paragraphs 1 through 8 and 10 through 28 are incorporated herein by reference as
if set forth at length.
30. The P&P AOS provides in Paragraph 7 Plaintiff shall be entitled to pursue its
actual provable damages from Defendant, Triple Crown Corporation, if Plaintiff believes the
failure of Defendant, Triple Crown Corporation, to settle was caused by said Defendant's willful
or intentional acts or failure to act.
31. Plaintiff believes the failure of Defendant, Triple Crown Corporation, to settle on
or before June 29, 2004 was due to said Defendant's willful or intentional act or failure to act for
the following reasons:
a. Failing to timely satisfy the requirements to obtain final approval and recording of
its subdivision plan, of which requirements it was fully aware prior to the date it
entered into the P&P AOS pursuant to a letter from the Silver Spring Township
Manager dated November 21, 2003;
b. Failing to devote appropriate effort and its best ability to obtain final approval and
recording of its subdivision plan and by diverting significant effort to its other
projects at a time or times which were critical to the timely satisfaction of the
requirements of the P&P AOS;
Page 7 of 12
c. Failing to communicate with Plaintiff concerning changes being made to the
subject real estate and subdivision plan during the planning process;
d. Failing to allow Plaintiff access to the subject real estate for geological and such
other studies as permitted by the P&P AOS; and
e. Generally, failing to respond to Plaintiff's requests for information concerning the
subject real estate and the subdivision process.
32. Plaintiff has taken numerous actions based upon the P&P AOS and the
representations and statements of Defendant, Triple Crown Corporation, and has expended
significant finances in connection with same, as follow:
a. Plaintiff has been required by the Silver Spring Township Supervisors to obtain a
Conditional Use Approval to confirm that a motorcycle dealership would be a
permitted use within the Light Industrial zoning district within which the subject
vacant parcel of land is located, the cost of which has exceeded Two Thousand
Dollars ($2,000), including, but not limited to the application fees, engineering fees
and attorneys' fees;
b. Plaintiff has retained the services of a site engineer, an architect to design
Plaintiff's Land Use Plan, and has contract responsibilities for such engineering
fees totaling Forty Thousand Dollars ($40,000);
c. Plaintiff has incurred cost and filing fees in connection with its Land Use Plan
which exceed One Thousand Seven Hundred and Fifty Dollars ($1,750);
Page 8 of 12
d. Plaintiffhas retained the services of an architect to design the dealership to be
located on the subject property, and has contract responsibilities for such architect
fees totaling Two Hundred Thousand Dollars ($200,000);
e. Plaintiff has retained the services of an interior design group to design the interior
layout of the dealership to be located on the subject property, and has contract
responsibilities for such design fees totaling Ten Dollars ($10,000);
f. Plaintiff has retained the services of legal counsel for its land development and
contract negotiations related thereto, which legal fees will exceed Fifteen
Thousand Dollars ($15,000); and
g. Such other specific expenses as will be shown at trial.
33. Plaintiff is at risk of losing it dealership rights with Harley-Davidson Motor
Company, Inc. if it does not have a new site, building and ability to begin operation of its
dealership as such new site on or before December 31, 2004.
34. Defendant, Triple Crown Corporation, was fully aware of Plaintiff's time
constraints upon the execution of the P&P AOS.
35. The failure of Defendant, Triple Crown Corporation, to settle on the P&P AOS on
or before June 29, 2004 or within the additional thirty (30) days which Plaintiff was willing to
provide places Plaintiff in the position of being unable to satisfy the new site requirements placed
upon Plaintiff by Harley-Davidson Motor Company, Inc.
Page 9 of 12
36. Plaintiff's loss of its Harley-Davidson dealership will have a significant effect on its
ability to operate a profitable business for many years beyond 2004.
37. Plaintiff's loss of its Harley-Davidson dealership will generate financial losses
which will exceed Ten Million Dollars ($10,000,000).
WHEREFORE, Plaintiff, by and through its counsel, demands judgment in its favor and
against Defendant, Triple Crown Corporation, in an amount in excess ofTen Million Two
Hundred Sixty-eight Thousand Seven Hundred and Fifty Dollars ($10,268,750), which amount
exceeds the amount requiring submission to arbitration.
COUNT III
BREACH OF CONTRACT
DELAY DAMAGES
35. Paragraphs 1 through 8, 30, 31 and 34 are incorporated herein by reference as if
set forth at length.
36. In the event Plaintiffis awarded specific performance of the P&P AOS, the failure
of Defendant, Triple Crown Corporation, to settle on or before June 29, 2004, and the delay in
settlement until order by this Honorable Court, will cause Plaintiffdamages due to such delay.
37. Plaintiffanticipates that its net profit from the operation of its business will grow
by fifty percent (50%), or approximately Three Hundred and Fifty Thousand Dollars ($350,000)
per year, upon relocation to the subject property and expansion o fits dealership thereon.
38. Plaintiffmay incur additional delays or additional costs in developing the subject
real estate due to settlement thereon occurring on a date other than June 29, 2004.
Page 10 of 12
WHEREFORE, Plaintiff, by and through its counsel, demands judgment in its favor and
against Defendant, Triple Crown Corporation, in the amount in excess of Twenty-nine Thousand
One Hundred Sixty-six Dollars and Sixty-seven Cents ($29, 166.67) for each month settlement in
this matter is delayed together with such other compensation for delay and additional costs as may
be proven at trial, which amount together in excess ofTen Million Two Hundred Sixty-eight
Thousand Seven Hundred and Fifty Dollars ($ I 0,268,750), which amount together with Count II
exceeds the amount requiring submission to arbitration.
COUNT IV
LIS PENDENS
39. Paragraphs 1 through 8 and 10 through 24 are incorporated herein by reference as
if set forth at length.
40. A judgment in favor of Plaintiff and against Defendant, Triple Crown Corporation
is specific to the real property described in the P&P AOS.
41. The real property described in the P&P AOS is a portion of the real property being
acquired by Defendant, Triple Crown Corporation, from Defendant, Jane Rainbo Stewart &
Mellon Bank, N.A. Executors/Trustees U/W of Alexander Stewart.
42. It is necessary to protect Plaintiff's claim in the real property described in the P&P
AOS that a Lis Pendens be issued against Defendant, Triple Crown Corporation.
43. It is necessary to protect Plaintiff's claim in the real property described in the P&P
AOS that a Lis Pendens be issued against Defendant, Jane Rambo Stewart & Mellon Bank, N.A.
Executors/Trustees U/W of Alexander Stewart, to the extent that the larger tract being purchased
Page 11 of 12
from them/it by Defendant, Triple Crown Corporation, or any assignee thereof be subject to the
same claim of Plaintiff.
WHEREFORE, Plaintiff, by and through its counsel, respectfully requests that a lis
pendens be issued in favor of Plaintiffand against Defendant, Triple Crown Corporation, and
Defendants, Alexander Stewart Estate and Jane Rambo Stewart & Mellon Bank, N.A.
Executors/Trustees U/W of Alexander Stewart.
Date: July 12, 2004
Respectfully submitted,
FEEMAN, MESICS & HOPSTETTER
Robert A. Hopstettef, Esquire
Atty. I.D. #50832
247 South Eighth Street
Lebanon, PA 17042
(717) 272-3477
Attorneys for Plaintiff
Page 12 of 12
I verify that the statements made in this Complaint are true and correct. I understand that
false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn
falsification to authorities.
~ S. erry, President
P&P Enterprises, Inc. [
AGREEMENT OF SALE OF LAND
THIS AGREEMENT OF SALE OF LAND (the "Agreement") is made this _r-~a day of
November, 2003, by and between TRIPLE CROWN CORP., a Pennsylvania Corporation, its
successors and/or assigns (hereinafter referred to as "Seller") and P&P ENTERPRISES, INC., a
Pennsylvania Corporation, or its nominee (hereinafter referred to as "Purchaser").
Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from
Seller the real property hereinafter described for the price and upon the terms and conditions
hereinafter set forth.
1. Description. The real property, being a vacant parcel of land located along the south
side of U.S. Route 11, in Silver Spring Township, Cumberland County, Pennsylvania, measuring
approximately six and twelve-one hundredths (6.10) acres, exclusive of any land to be dedicated
to roadways, being part of Parcel No. 38-07-0461-021, and being designated at Lot No. 1 on the
Proposed Plan attached hereto as Exhibit "A" and as more particularly described in Exhibit "B"
attached hereto, with the approximate mad frontage designated thereon. Said Proposed Plan and
description are incorporated herein by reference (hereinafter referred to as the "Property").
2. Purchase Price. Pumhaser shall pay to Seller for the sale of the Property the sum of
EIGHT HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($825,000.00) as follows:
A. The sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) is to be
placed in escrow within five (5) days of the time this Agreement is executed by Seller.
Deposit to be held by Seller's attorney (hereinafter referred to as the "Escrow Agent") in
an interest bearing account, with interest to be credited against the purchase price at
settlement.
B. The sum of SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS
($750,000.00) at settlement.
3. Contingencies. Purchaser's obligations hereunder are contingent upon and subject to
the following:
A. Financing. Purchaser shall, at its sole cost and expense, apply for and receive
an approval for conventional commemial financing for the purchase of the Property in the
amount of Seven Hundred and Fifty Thousand Dollars ($750,000.00) for a term of not
less than fifteen (15) years and at a fixed interest rate of not more than eight percent
(8.00%). The appropriate application process shall commence on or before February 28,
2004 and shall obtain preliminary approval of said financing on or before April 30, 2004,
or as extended consistent with any extensions granted to Seller pursuant to Paragraph
Page I of 13
3(R) herein.
In additiomPurchaser shall, at its sole cost and expense, apply for and receive an
approval for conventional commercial financing for the construction of its motorcycle
dealership facilities, as required by Harley-Davidson Motor Company, in the amount of
Two Million and Five Hundred Thousand Dollars ($2,500,000.00) for a term of not less
than fifteen (15) years and at a fixed interest rate of not more than eight percent (8.00%).
The appropriate application process shall commence on or before February 28, 2004, and
shall obtain preliminary approval of said financing on or before April 30, 2004, or as
extended consistent with any extensions granted to Seller pursuant to Paragraph 3(R)
herein.
B. Physical Inspection Clause. Purchaser shall have ninety (90) days (hereinafter
referred to as the "Review Period") from the date this Agreement is executed by Seller to
perform any and all inspections of the property it deems necessary, at its own cost,
including but not limited to the following:
(a) A complete physical review and inspection of the condition of the
Property, which may include a Phase I and Phase II environmental assessment,
site specific assessments, soil test borings, geological studies.
(b) A review of the title to the Property, and to seek any government or
quasi-governmental approvals or permits in order to permit the use, occupancy
and access to the premises consistent with Purchaser's tenant's proposed land
development plan for a Harley-Davidson motorcycle dealership, which will
include, but not be limited to, the sales of motorcycles, parts, and related items for
multiple manufacturers, and the service of same.
(c) Receiving all necessary approvals from the appropriate government
authorities that would permit the Property to be used for the construction and
operation a retail motorcycle / motor vehicle dealership which may include, but is
not limited to, the sale of all types of motor vehicles and related parts, equipment,
service and consumer goods.
(d) Receiving information from Seller regarding any anticipated delays
caused by Seller redesigning the subdivision plan.
If Purchaser, in its absolute discretion, is not satisfied with the review or receipt of
any of the above items, including governmental approvals and governmental permits, and
evaluation of anticipated delays due to Seller redesigning the sub-division plan, during
the Review Period or any extension thereof, Purchaser may terminate this Agreement by
giving written notice to Seller prior to the expiration of such Review Period or any
Page 2 of 13
extension thereof, in which case the Agreement shall be declared null and void and all
copies returned to Seller and all deposit monies with interest returned to Purchaser,
without right of set.off or counterclaim. The inspections must be completed and Seller
notified of any unsatisfactory results within ninety (90) calendar days of the of the date of
this Agreement, unless extended; otherwise, Purchaser waives the rights given under this
paragraph. In the event that Purchaser or its representatives disturb the Property in any
fashion, Purchaser agrees to put the Property back in its original condition at its sole cost
and expense.
lfthere is any significant material change which occurs in the preliminary or final
subdivision plans containing the property as ultimately filed by Seller, Purchaser shall
have an additional thirty (30) days (hereinafter referred to as the "Change Review
Period") from filing of each such revised plan, to which filing Purchaser had received
written notice, to review the effect of such significant material change(s) on the
inspections made pursuant to subparagraphs (a) and (b) above. If Purchaser, in its
absolute discretion (for such changes occurring through preliminary plan approval) or
reasonable discretion (for such changes occurring after preliminary plan approval), is not
satisfied with this subsequent review, Purchaser may terminate this Agreement by giving
written notice to Seller prior to the expiration of such Change Review Period or any
extension thereof, in which case the Agreement shall be declared null and void and all
copies returned to Seller and all deposit monies with interest returned to Purchaser,
without right ofsetoffor counterclaim. The additional inspections must be completed
and Seller notified of any unsatisfactory results within thirty (30) calendar days from the
filing of a plan containing significant material changes, to which filing Purchaser had
received written notice, unless extended; otherwise, Purchaser waives the rights given
under this paragraph. In the event that Purchaser or its representatives disturb the Property
in any fashion, Purchaser agrees to put the Property back in its original condition at its
sole cost and expense.
C. General Land Development. Seller will pay the cost for all subdivision plan
site surveys and zoning actions, water and sewer pemaits (excluding connection permits
and/or fees), and costs to bring all necessary utilities (i.e. water, sewer, electric,
telephone, etc.) to the Property so that utilities are ready for Purchaser "tap-on". All
utilities shall be ready for Purchaser "tap-on" within one hundred and twenty (120) days
of recording final plan, but in no case later than September 15, 2004
Purchaser will pay the cost for all land development plan site surveys and zoning
actions, title review and insurance, water and sewer permits (from "tap-on" to buildings)
and other inspections as deemed appropriate or necessary by the Purchaser to prepare the
Property for Purchaser's intended use and occupancy or to satisfy any other concerns of
Purchaser.
Page 3 of 13
D. Prior Purchase by Seller. Seller shall complete purchase of not less than the
eastern portion of the Alexander Stewart Estate tract of approximately 40+/- acres as
shown on a Plan of Survey - Alexander Stewart Estate dated October 9, 2000 and
attached hereto as Exhibit "C", or such smaller portion, acceptable to Purchaser, that
would still allow the development of an upper scale business park. Seller shall keep
Purchaser informed as to the progress of its negotiations, agreement of sale, and eventual
pumhase of the said portion of the Alexander Stewart Estate tract.
E. Subdivision Approval. Seller shall apply for and obtain approval of a
subdivision plan of the tract purchased from the Alexander Stewart Estate including the
Property as a 6.10+/- acre corner tract on the south side of U.S. Route l 1 and adjoining
east side of the proposed relocation of Woods Drive (designated as Lot #1 on the
Proposed Plan attached hereto as Exhibit "A" or as otherwise agreed to by Purchaser).
F. Road Access on Plan. This Agreement is contingent upon Seller applying for
and obtaining approval of a subdivision plan providing that the Property would have road
access on relocated Woods Drive and the proposed cul-de-sac to the south of the
Property. Seller shall not pursue road access on U.S. Route 11 for any lots to be
developed from the Alexander Stewart Estate tract of approximately 40+/- acres as shown
on a Plan of Survey - Alexander Stewart Estate dated October 9, 2000 and attached hereto
as Exhibit "C". Seller shall provide written notice to Purchaser, within ninety (90) days
from the date it executes this Agreement, of any delays in the time frame set forth in
Paragraphs 3(Q) & 3(R) herein which it anticipates will be caused by redesigning the sub-
division plan.
O. Road Access Permits. Purchaser shall apply for and this Agreement is
contingent upon Purchaser obtaining, at its cost, any necessary final Local road access
permits which would allow Purchaser to access the Property from the proposed relocation
of Woods Drive (as shown on the Proposed Plan attached hereto as Exhibit "A") as noted
above. Primary traffic study(ies) to be performed by Seller, at Seller's cost, and provided
to Purchaser for its use in obtaining any necessary road access permits for the Property.
H. Relocation of Woods Drive. Seller or Silver Spring Township, shall relocate
Woods Drive, as shown on the Proposed Plan attached hereto as Exhibit "A". Said
relocation must be in rough condition as would allow Purchaser to begin its improvement
of the Property as is reasonably necessary to be completely open for public use within
one hundred and twenty (120) days of recording final plan, but in no case later than
September 15, 2004.
I. Determination of Suitable Zoning. Purchaser shall have thirty (30) days of its
receipt of a signed copy of this Agreement to confirm that zoning affecting the Property
Page 4 of 13
would allow for the construction and operation of a retail motorcycle / motor vehicle
dealership which may involve the sale of all types of motor vehicles and related parts,
equipment, service, and consumer goods. In the event zoning would not permit same, the
sale would be contingent upon Purchaser obtaining approval of conditional use, a
variance of or other modification to the Silver Spring Township Zoning Ordinance to
permit same, which process to begin within thirty (30) days of Purchaser's receipt of a
signed copy of this Agreement, if possible.
J. Licensing Company Approval. Purchaser shall obtain all necessary approvals
from its licensing companies (i.e. vehicle manufacturers) as would permit Purchaser to
construct the intended dealership on the Property. Preliminary site location approval by
Purchaser's licensing companies to be provided in writing to Seller upon Purchaser's
receipt of this Agreement executed by Seller.
K. Suitability of Property for Construction. The Property shall be suitable for the
construction of such dealership facilities (i.e. buildings, parking area, display area,
storage facilities, etc.) as Purchaser and its licensing companies require for the effective
development of Purchaser's dealership operations. Purchaser shall submit its land
developments plans concurrently with the subdivision and land development plans being
submitted by Seller so as to facilitate the time line set forth in Paragraph 3(Q).
L. Water and Sewer Facilities. The Property shall have suitable water and sewer
facilities to permit the use outlined in Sections 3I and 3K above.
M. Quality of Businesses. Seller shall establish, as approved by Purchaser, a land
development plan, including subdivision plan and/or building restrictions which would
insure that all buildings located on the tract purchased from the Alexander Stewart Estate
would be of high quality and would compliment each other. Furthermore, Seller shall
establish use restrictions that would exclude such businesses as described in Section
221.2 Subparagraphs 5 and 14 of the Silver Spring Township Zoning Ordinance of 1999
from any lots adjacent to or within three hundred (300) feet of the Property. Seller shall,
together with returning a signed copy of this Agreement to Purchaser, provide a
preliminary list of approved exterior building materials.
N. Grading. Seller shall cut and fill the Property so that it balances to within plus
or minus eighteen (18 +/-) inches of the appropriate road grade as will be shown on
preliminary and final subdivision plans approved by Purchaser.
O. Storm Water Management. Seller shall provide a regional detention pond for
storm water management at some location on the larger property to be acquired from the
Alexander Stewart Estate other than the Property herein described, which regional
Page 5 of 13
detention pond to be available to Purchaser for redirection of its storm water as may be
necessary in its land development plan.
P. Determination of Excavation Costs. Purchaser shall have thirty (30) days after
Seller submitting preliminary approval of its subdivision plan, to determine the
excavation costs Purchaser will likely encounter. In connection therewith, Seller will
provide Purchaser, within thirty (30) days of signing this Agreement, copies of any and
all site inspections which can aid in Purchaser's evaluation, including, but will not be
limited to, any and all bore tests obtained by Seller to determine soil composition. If
Purchaser, in its absolute discretion, is not satisfied with the estimated excavation costs,
Purchaser may terminate this Agreement by giving written notice to Seller within said
thirty (30) day period, in which case the Agreement shall be declared null and void and all
copies returned to Seller and all deposit monies with interest returned to Purchaser,
without right of setoff or counterclaim.
If there is any significant material change which occurs in any subsequent plans or
the final subdivision plan containing the property as ultimately filed by Seller, Purchaser
shall have an additional thirty (30) days from filing of each such revised plan, to which
filing Purchaser had received written notice, to review the effect of such significant
material change(s) on the excavation costs Purchaser will likely encounter. If Purchaser,
in its absolute discretion (for such changes occurring through preliminary plan approval)
or reasonable discretion (for such changes occurring after preliminary plan approval), is
not satisfied with this subsequent review, Purchaser may terminate this Agreement by
giving written notice to Seller prior to the expiration of such additional thirty (30) day
period, in which case the Agreement shall be declared null and void and all copies
returned to Seller and all deposit monies with interest returned to Purchaser, without right
of setoff or counterclaim.
Q. Timely Development Progress. Seller shall take all steps necessary, to the best
of its ability, to meet the following deadlines for subdivision and related plan submission
and approval following the signing of this Agreement, and Purchaser shall take all steps
necessary to file concurrent plans, to the best of its ability, to facilitate the following time
line:
Completed
Completed
Completed
Seller to submit preliminary sketch subdivision plan to Silver
Spring Township (SSTwp)
Purchaser to apply for approval of its planned operations on the
Property as a Conditional Use, but not later than thirty (30) days
after the date Seller sign this Agreement
Seller to submit preliminary subdivision plan to Silver Spring
Township
Page 6 of 13
Completed
Seller to attend SSTwp Planning Commission Meeting to review
preliminary subdivision plan
Completed
11/19/03
ASAP
ASAP
12/19/03
1/8/04
2/5/04
2/25/04
3/24/04
3/31/04
Seller to attend SSTwp Planning Commission Meeting to obtain
approval of preliminary subdivision plan
Seller to attend SSTwp Supervisors' Meeting and obtain approval
of preliminary subdivision plan (with mention of revision to Lot
#1)
Seller to request traffic study as will be required for highway
plan/permit (HOP) request, as necessary and as set forth in sub-
paragraph G herein
Seller to submit a preliminary HOP request, as necessary and as set
forth in sub-paragraph G herein
Seller to submit final subdivision plan to SSTwp
Seller to attend SSTwp Planning Commission Meeting to review
final subdivision plan
Seller to attend SSTwp Planning Commission Meeting and obtain
approval of final subdivision plan
Seller to attend SSTwp Supervisors' Meeting to review final
subdivision plan
Seller to attend SSTwp Supervisors' Meeting and obtain approval
of final subdivision plan
Seller to obtain HOP for the Property
R. Approvals Required for Settlement. Seller shall obtain all necessary state and
local approvals to permit settlement on the Property on or before March 31, 2004. Said
deadline may be extended by Seller for not more than ninety (90) days upon giving
Purchaser notice of such request for extension on or before February 15, 2004.
S. Exchange of Survey/Plan Information. Seller will use their best efforts to
furnish to Purchaser, within twenty (20) days of the date of Seller's acceptance and
signing of this Agreement, all site surveys and site development plans that Seller has or to
which Seller has access.
T. Cooperation. Seller shall fully cooperate with Purchaser to enable Purchaser to
conduct its due diligence, including, without limitation, providing Purchaser with all
reasonable access to the Property for all requested inspections and reviews.
U. Failure to Meet Contingencies. In the event that any of the above contingencies
of this Section 3 are not satisfied to Pumhaser's reasonable satisfaction, Purchaser shall
notify Seller in a timely fashion of his or her intent to terminate the Agreement in which
Page 7 of 13
case the Agreement shall be declared null and void and all copies returned to Seller and
all deposit monies with interest returned to Purchaser, without right of setoff or
counterclaim.
V. Effect of Termination. In the event ora termination of this Agreement, the
parties hereto shall not have any further liability to each other and the deposit monies,
together with interest allowed thereon without right of setoff or counterclaim shall be
returned to Purchaser.
4. Apportionment. Real estate taxes and sewer rents, if any, shall be apportioned as of the
date of settlement.
5. Transfer Taxes. Real estate transfer taxes shall be paid equally by Seller and
Purchaser.
6. Settlement. Settlement or Closing shall take place on or before thirty (30) calendar
days from the date the final subdivision plan for the forty (40) acre, more or less, portion of
Parcel No. 38-07-0461-021, has been approved and recorded at a time and place mutually agreed
to between the parties. However, Settlement or Closing shall occur not later than March 31,
2004, which deadline my be extended by not more than ninety (90) days upon either party giving
the other notice of such request for extension on or before February 15, 2004.
7. Failure to Settle or Comply with Post-Settlement Requirements. In the event that
Purchaser does not make settlement in accordance with the terms hereof other than due to those
provisions in Section 3 hereof, the payment made on account of the purchase price shall be
retained by Seller as liquidated damages for such breach and in that event the parties shall be
released from all liability and/or obligation and this Agreement shall become null and void. In
the event that Seller does not make settlement in accordance with the terms hereof or fails to
comply with the requirements which survive settlement, such as the road improvement and utility
installations set forth in Paragraphs 3(C) & 3(H), all deposit monies, including interest thereon,
will be returned immediately to Purchaser, and Purchaser shall be entitled to pursue recovery of
liquidated damages in the amount of Ten Thousand Dollars ($10,000.00) from Seller, unless
Purchaser believes Seller's failure to settle was caused by Seller's willful or intentional acts or
failure to act in which case Purchaser shall be entitled to pursue its actual provable damages from
Seller.
8. Title. Title to the Property shall be good and marketable, free and clear of all liens,
encumbrances, easements and other title objections, except for those title objections that
Purchaser approves by written notice to Seller. Purchaser shall identify all title objections within
ninety (90) days of the date of this Agreement. Thereafter, at settlement, the only additional title
objections which may be raised shall be anything coming of record or occurring after the
Page 8 of 13
effective date of Purchaser's preliminary title examination as set forth herein. In addition, such
title shall be insurable under an ALTA Owner's Policy by any reputable title insurance company
at regular rates. If Purchaser disapproved of any title objections that are disclosed in the title
commitment by delivering written notice to Seller, Seller shall have the right, but not the
obligation, to correct any such title objections within ten (10) days after receipt of Pumhaser's
notice. If Seller is unwilling or unable to correct such objections within said ten (10) day period.
Purchaser may thereafter exercise its right to cancel this Agreement and receive its deposit plus
interest, without right of setoff or counterclaim.
In the event Seller is unable to convey good and marketable title and such as will be
insured by any reputable title insurance company at regular rates as set forth above, Pumhaser
shall have the option of (a) taking such title as Seller can give without abatement of the Purchase
Price, except that any existing liens or encumbrances of an ascertainable amount which can be
removed by the payment of money shall be paid and discharged by Seller from the Purchase
Price, or (b) terminating this Agreement, in which event the Escrow Agent shall return the
deposit, together with interest earned thereon to Purchaser, without right of setoff or
countemlaim, this Agreement shall become null and void, and neither party shall have any further
obligations hereunder.
9. Possession and Deed. Possession of the Property shall be delivered by Seller to
Purchaser at closing. At closing, Seller shall, at its own cost, produce, execute and deliver to
Purchaser a special warranty deed conveying title to the Property.
10. Assessments. If at any time before the closing of title, the Property or any part thereof
shall be or shall have been affected by any assessment or assessments which are or may become
payable in annual installments, of which any installment is then a charge or lien, or has been
paid, then for the purposes of this Agreement, all the unpaid installments of any such assessment,
including those which are to become due and payable after the closing of title, shall be deemed to
be due and payable at the closing by Seller, and to be liens upon the subject real property affected
thereby. Seller knows of no such present or planned assessments which affect or which will
affect the Property.
11. Risk of Loss. Seller shall insure risks and liability for loss, damage or injury by fire,
windstorm, accident or other cause to the Property until the closing of title and agrees that should
the Property suffer any damage beyond ordinary wear and tear, Seller shall have no obligation to
restore or repair the damage before the date of Closing and Purchaser shall have the option to
either accept the property in its then condition together with receiving of the insurance proceeds
as payment in full for said damage, or to rescind the Agreement in which event the Agreement of
Sale shall be declared null and void and all down payment monies (with interest accrued thus far)
shall be returned to Pumhaser without right of setoff or countemlaim, and neither Seller nor
Purchaser shall have any claim against the other arising out of this Agreement.
Page 9 of 13
12. Action of Public Authorities. In the event that any exercise of the power of eminent
domain by any governmental authority, federal, state, county or municipal, or by any other party
vested by law with such power shall result in a taking of the entire Property, this Agreement shall
become null and void, in which case, all deposit monies (together with interest earned thereon)
paid hereunder shall be returned to Purchaser without right of setoff or counterclaim and neither
Seller nor Purchaser shall have any claims against the other arising out of this Agreement. If any
exercise of eminent domain results in a partiai taking of the Property, then, and in that event, the
purchase price herein shall be reduced by the amount of the condemnation award less reasonable
costs and fees incurred, or at the option of Purchaser, this Agreement may be declared null and
void and all deposit monies returned to Purchaser.
13. Representations. Seller represents to the best of its knowledge and without
investigation, as follows:
A. All bills for work done or materials furnished (including utilities) to the
Property have been paid in full, or will have been paid in full at the time of closing of
title.
B. All insurance coverage now carried on the Property shall remain in full force
and effect until closing of title. Evidence of said policies shall be made available for
Purchaser's inspection.
C. Other than an existing farm lease, there are no parties in possession of any
portion of the Property as lessees, tenants, or trespassers. In the event said fam lease is to
continue beyond the date of final settlement, Seller shall take all steps necessary to
terminate said farm lease as it relates to the Property on or before the date of final
settlement. Said farm lease shall not inhibit Purchaser's ability to take all steps provided
in this Agreement.
D. Seller further warrants that he has received no notice of action threatening a
loss of the value to the Property.
E. No notice has been received by Seller from any insurance company which has
issued a policy or has been requested to issue a policy with respect to any portion of the
Property requesting the performance of any repair, alterations or other work that has not
been complied with.
F, There are no service or maintenance contracts with respect to the Property.
G. All representations and warranties herein set forth shall be and remain true at
the date of closing of title.
Page 10 of 13
H. Seller has the full right and authority to execute this Contract and consummate
all of the transactions hereby contemplated.
I. If any of said Property is subject to any Farmland Rollback Taxes or other
similar preferential tax treatment, then Seller will be responsible to pay for all Farmland
Rollback taxes or similar payment of taxes.
J. Except as provided herein, neither the execution, delivery or performance of
this Agreement or any of Seller's transaction documents by Seller nor the performance by
Seller of the transaction contemplated hereby and thereby, materially conflicts with, or
constitutes a material breach of or a material default under any applicable law, rule,
judgment, order, writ, injunction, or decree of any court, in effect at the date of this
Agreement or any applicable rule or regulation of any administrative agency or other
governmental authority in effect as of the date of this Agreement; or any agreement,
indenture, contract or instrument to which Seller is a party or bound.
K. This Agreement has been duly executed and delivered by Seller. This
Agreement is, and, when executed and delivered by Seller at the Closing, each of Seller's
transaction documents will be, the legal, valid and binding obligation of Seller,
enforceable against it in accordance with their respective terms, except as their
enforcement of creditors' rights generally, and except that the availability of specific
performance, injunctive relief or other equitable remedies is subject to the discretion of
the court before which any such proceeding may be brought.
14. Closing Documents. At closing of title, Seller shall deliver to Purchaser:
A. Duly executed and acknowledged special warranty deed.
15. Brokerage. Rothman, Schubert and Reed, a duly licensed real estate broker of the
Commonwealth of Pennsylvania, has acted as listing broker for Seller in the transaction, and
Homestead Group Inc., a duly licensed real estate broker of the Commonwealth of Pennsylvania,
has acted as selling broker for Seller in the transaction. Furthermore, Seller hereby discloses that
it and Mark X. DiSanto are duly licensed real estate brokers of the Commonwealth of
Pennsylvania.
Seller and Purchaser represent and warrant that they have not dealt with any broker or
agent in the negotiation for or the obtaining of this Agreement, and agree to indemnify and hold
each other harmless from any and all costs or liability for compensation claimed by any other
broker or agent.
This document is intended to be a legally binding contract.
Page 11 of 13
16. Time of the Essence. Time is expressly declared to be of the essence of this
Agreement.
17. Situs. This Agreement shall be governed by and interpreted according to the laws of
the Commonwealth of Pennsylvania.
18. Waiver of Conditions. No waiver, express or implied, or any breach hereunder shall
be deemed as a continuing waiver or as consent to any subsequent breach.
19. Possession. Seller shall deliver possession of the Property to Purchaser on the date of
closing of title.
20. Survival. Any obligations of either party as set forth in this Agreement, which can not
or are not satisfied by the date of Closing, unless waived in writing at sometime at or before the
date of Closing, shall survive Closing and to such extent this Agreement shall not be deemed to
have merged with any deed of conveyance. Any subsequent default of such surviving obligations
may be pursued by the injured party as a default of this Agreement.
21. Notice. All notices called for under the Agreement of Sale shall be given in writing,
delivered in person or by registered or certified mail, return receipt requested, as follows:
If to the Purchaser:
P&P Enterprises, Inc.
c/o 24 East Main Street, Rt. 11
New Kingstown, PA 17022
With a copy to:
Robert A. Hopstetter, Esquire
Feeman, Mesics & Hopstetter
247 South Eighth Street
Lebanon, PA 17042
If to the Seller:
Mark DiSanto
Triple Crown Corporation
5351 Jaycee Avenue
Harrisburg, PA 17112
With a copy to:
F. R. Martsoff, Esquire
Serratelli Schiffman Brown & Calhoon
2080 Linglestown Road
Harrisburg, PA
22. Confidentiality. Except as otherwise agreed in writing by Seller and Purchaser,
Purchaser and Seller will not appropriate, use or disclose, directly or indirectly, for its own
Page 12 of 13
benefit or otherwise, any information, materials or documents which it shall have gained access
to in connection with the previous Letter of Intent or this Agreement, as part of its due diligence
thereunder, that which Se!ler shall have provided to Purchaser, that which Purchaser shall have
provided to Seller, or which otherwise shall relate to Seller or Purchaser and which has not been
publicly disclosed with either party's permission; provided, however, Purchaser may disclose any
such information to its legal counsel, inspectors, lenders, county officials, or other appropriate
parties, for the sole purpose of assisting it in its due diligence hereunder. All documents,
materials and information, including all copies thereof, provided by Seller to Purchaser or
Purchaser to Seller shall be returned to Seller or Purchaser, as appropriate, immediately upon the
termination of this Agreement, unless the transactions contemplated hereby shall have been
consummated.
23. Entire Agreement. Upon the execution and delivery hereof, this instrument shall
constitute the entire agreement between Seller and Purchaser for the Property. This Agreement
cannot be changed orally but only by an agreement in writing and signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.
The exhibits are incorporated into and made a part of this Agreement. This Agreement
may be executed in one or mom counterparts, each of which shall be considered an original.
It is understood and agreed that all understandings and agreements heretofore had
between the parties hereto are merged in this contract, which alone fully and completely
expresses their agreement, and that the same is entered into after full investigation, neither party
relying upon any statement or representations, not embodied herein, made by the other.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first written above.
WITNESS:
PURCHASER:
P&P Enterprises, Inc.
By: B~e~ an~S .~ e~r~y ~)q.~
Its President
Its~dministrati Assistant
SELLER:
Triple Crown Co~q
Its Chief Executive Officer
Page 13 of 13
TRJPI,.E ~ C~R~C3~TIO~ '.
.{
UNE
L1
L$
L6
L7
L10
LINE TABLE
LENGTH
51.67
10.00 *
170.00
67,12
38.~2
100.0o
120.58
67.12
110.00
117.44
· 7+,90
BEARINO
$o2'39'58"E
$72'45'1 ~*'W
S~ 7'16~1
N 43'51 '55"W
533~8'1~'W
$62~7'38'w
N08'55'43'w
555'51 '45'E
~33~8'15"w
555'51
$56~1 '~5'E
N72~43'1
CURVE TABLE
CURVE I'FNGTH RADIUS TANGENT
Ci 3~,27 25.00 25.00
C2' 18,69 25.00 9.81
C3 53.77 50.00 29.81
C4 11_5.87 50.00 114.37
C5 62.21 50.00 35.85
CE 1~,59 .25.00 9.81
C? 59,~7 25.00 25.00
c8 28~84 3185.34 ~1 *96
CHORD CHORD
BEARING DISTANCE
· N41'12'38"E 18.26
SSO'3~'57"W 51.2~
N32'I2'50'W 91.63
N69'49'lO"E
${~4'02'38"w ~8.25
511'51'45°E 55,56
N68'35'32'[ 83.92
16:54 TRIPL~ CROb~N CORPORATION ?17657B1~5 P.02
AGREEMENT OF SALE
, TmS A,,GREEMENT OF SALE made as of tbe it/ dayof /day ,2003(the
' Contract Date ') by and betw~n JANE RAMBO STEWART and MELLON BANK, N.A.,
EXECUTORS/TRUSTEES UAV OF ALEXANDER STEWART ("Seller"), with an address of c/o
Mellon Bank, N.A., 1735 Market St. re. et, 2"d Floor, P.O. Box 7899, Philadelphia, Pennsylvania
19101, e. nd TRIPLE CROWN CORPORATION, with an address at 5351 Jaycee Avenue,
Harrisburg, Pennsylvania 17112 ("Purchaser").
WITNESSETH:
A. Seller is the owner of a certain piece or parcel of land ("Seller's Pamel") situate in the
Town of Silver Spring, County of Cumberland and State of Pennsylvania, bounded and described as
set forth in Exhibit A attached hereto and made a part hereof.
B. Seller deskes to sell and convey and the Purchaser desires to purchase and accept a
part of the Seller's Parcel which part consists of 40 acres, more or less, which is currently zoned
Limited Light Industrial. Said 40 acre part is hereafter referred to as "the Property".
NOW TI-.[EREFORE, in consideration of the mutual covenants and agreements contained
herein and intending to be legally bound hereby, the parties agree as follows:
1. SALE OF PROPERTY. Subject to the terms and conditions set forth herein, Seller
hereby agrees to sell and convey to Purchaser, who agrees to purchase from Seller, the Property.
and expenses. Escrow Agent shall not be mquixed to institute legal proceedings of any kind, except
as may be required under the terms of subparagraph 23(b) of this Agreement.
(b) Escrow Agent assumes no liability under ti'ds Agreement, except that of
stakeholder, ff there is any dispute as to whether Escrow Agent is obligated to deliver the Del:~sit,
or as to whom any sum is to be delivered, Escrow Agent will not be obligated to make any delivery
of the Deposit, but ia such event shall hold the Deposit until receipt by Escrow Agent of an
authorization in writing sig~aed by all the persons having an interest in such dispute directing the
disposition of the Deposit, or in the absence of such authorization, Escrow Agent shall hold the
Deposit until the final determination of the rights of the parties in an appropriate proceeding. If
such written authorization is not given, or proceedia~ for such determination are not commenced
and diligently continued, Escrow Agent may, and shall upon the written demand of either Seller or
Pumhaser, bring an appropriate action or proceeding for leave to pay the Deposit to an appropriate
court pending such determination. In making delivery of the Deposit in the manner provided for in
this Agreement, EscrowAgent shall have no further Liability in the matter.
IN WITNESS WHEREOF, Purchaser and Seller and Escrow Agent have executed this
Agreement, intending to be legally bound hereby, as of the date and year fa-st above written.
WITNESS:
PURCHASER:
TRIPLE CROWN CORPOR~ATION/-/
By: ~/4~ ~f~(SEAL)
MARK X. DISANTO, PRESIDENT
SELLER:
TRUST UNDER WILL
OF ALEXANDER STEWART
(SEAL)
WITNESS:
ESCROW AGENT:
SECURED LOAN TRANSFER, INC.
(SEAL)
II
TOTAL P.8~
P&P ENTERPRISES, INC.,
Plaintiff
VS.
TRIPLE CROWN CORPORATION and
ALEXANDER STEWART ESTATE and
JANE RAMBO STEWART &
MELLON BANK, N.A.,
Executors/Trustees U/W of
ALEXANDER STEWART
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: CIVIL ACTION - EQUITY
:NO. ~ c~
PRAECIPE FOR LIS PENDENS
To the Prothonotary:
Please index the above-captioned action of specific performance as a lis pendens against
the following real property:
All that certain vacant parcel of land within the Commonwealth of Pennsylvania
located along the south side of U.S. Route 11, Silver Spring Township,
Cumberland County, measuring approximately six and one-tenth (6. I 0) acres, and
designated as Lot No. 1 on a Land Subdivision Plan for Triple Crown
Corporation.
Being a portion of the real property being acquired by Triple Crown Corporation
from Jane Rambo Stewart & Mellon Bank, N.A., Executors/Trustees U/W of
Alexander Stewart described as all that certain piece or parcel of land within the
Commonwealth of Pennsylvania located along the south side of U.S. Route 11,
Silver Spring Township, Cumberland County, measuring approximately forty (40)
acres, which is a portion ora larger 123.15 acre tract of land owned by the
Alexander Stewart, et al., being designated as Tax Parcel 38-07-0461-021.
I hereby certify that this action affects title to or other interest in the above-described real
property.
Date: June 12, 2004 ~-
Atty. I.D. #50832
Feeman, Mesics & Hopstetter
247 South Eighth Street
Lebanon, PA 17042
(717) 272-3477
Attorneys for Plaintiff
P&P ENTERPRISES, INC.,
Plaintiff
VS.
TRIPLE CROWN CORPORATION and
ALEXANDER STEWART ESTATE and
JANE RAMBO STEWART &
MELLON BANK, N.A.,
Executors/Trustees U/W of
ALEXANDER STEWART
: IN THE COURT' OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
:
: CIVIL ACTION - EQUITY
:
: NO. 2004-3386
PRAECIPE TO SETTLE AND DISCONTINIJE
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Please settle and discontinue with prejudice the above-captioned matter.
FEEMAN, MESICS & HOPSTETTER
Date: August 2?, 2004
By:
Robert A. Hopstetter~--'(quire '
Attorney I.D. # 50832
247 South Eighth Street
Lebanon, PA 17042
Telephone: (717) 272-3477
Attorneys fi)r Plaintiff
P&P ENTERPRISES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
VS.
TRIPLE CROWN CORPORATION and
ALEXANDER STEWART ESTATE and
JANE RAMBO STEWART &
MELLON BANK, N.A.,
Executors/Trustees U/W of
ALEXANDER STEWART
CIVIL ACTION - EQUITY
NO. 2004-3386
PRAECIPE TO ~ LIS PENDENS
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Please ~me¥¥ the Lis Pendens entered to the above-captioned matter.
Date: August ~?, 2004
By:
FEEMAN, MESICS & HOPSTETTER
Robert A. Hopstette,~squire v
Attorney I.D. # 50832
247 South Eighth Street
Lebanon, PA 17042
Telephone: (1717) 272-3477
Attorneys for Plaintiff
SHERIFF'S RETURN -
CASE NO: 2004-03386 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
P & P ENTERPRISES INC
VS
TRIPLE CROWN CORPORATION ET AL
OUT OF COUNTY
R. Thomas Kline
duly sworn according to law,
and inquiry for the within named DEFENDANT
TRIPLE CROWN CORPORATION
but was unable to locate Them
deputized the sheriff of DAUPHIN
, Sheriff or Deputy Sheriff who being
says, that he made a diligent search and
to wit:
in his bailiwick.
County,
serve the within COMPLAINT & NOTICE
He therefore
Pennsylvania, to
On August 30th , 2004
attached return from DAUPHIN
Sheriff's Costs:
Docketing 18.00
Out of County 9.00
Surcharge 10.00
Dep Dauphin County 31.25
.00
68.25
08/30/2004
ROBERT HOPSTETTER
Sworn and subscribed to before me
this ~ ~ day of ~
A.D.
Prothonotary
this office was in receipt of the
R. Thomas Kline /
Sheriff of Cumberland County
SHERIFF'S RETURN -
CASE NO: 2004-03386 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
P & P ENTERPRISES INC
VS
TRIPLE CROWN CORPORATION ET AL
OUT OF COUNTY
R. Thomas Kline
duly sworn according to law,
and inquiry for the within named DEFENDANT , to wit:
STEWART JANE RA24BO & MELLON BANK EXEC/TRUSTE U/W A STEWART
, Sheriff or Deputy Sheriff who being
says, that he made a diligent search and
bailiwick. He therefore
County, Pennsylvania,
but was unable to locate Them in his
deputized the sheriff of PHILADELPHIA
serve the within COMPLAINT & NOTICE
to
On August 30th , 2004 , this office was in receipt of the
attached return from PHILADELPHIA
Sheriff's Costs:
Docketing 6.00
Out of County 9.00
Surcharge 10.00
Dep Philadelphia 116.00
.00
141.00
08/30/2004
ROBERT HOPSTETTER
R. Thomas Klin~e~ r
Sheriff of Cumberland County
Sworn and subscribed to before me
7 ~ day of ~
this
~y A.D.
rothonota~y
m ~ be Court of Common Pleas of Cumber}and County, Pennsylvania
P&P Enterprises Inc
VS.
Triple Crown Corporation et al
SERVE: Triple Crown Corporation No. 04-3386 civil
~OW, July 14, 2004
hereby deputize the Sheriff of
, I, SHERIFF OF CUMBERLAND COUNTY, PA, do
Dauphin County to execute this Writ, this
deputation being made at the request and risk of the Plaintiff.
SheriffofCumberland County, PA
Affidavit of Service
Now~
within
,20 ....at o'clock M. served the
upon
at
by handing to
a
and made known to
copy of the original
the contents thereof.
So arlswors ~
Sheriff of County, PA
Sworn and subscribed before
me this __ day of
,2O
COSTS
SERVICE
MILEA GE
AFFIDAVIT
Mary Jane Snyder
Real Estate Deputy
William T. Tully
Solicitor
Dauphin County
Harrisburg, Pennsylvania 17101
pr: (717) 255-2660 fax: (717) 255-2889
Jack Lotwick
Sheriff
J. Daniel Basile
Chief Deputy
Michael W. Rinehart
Assistant Chief Deputy
Commonwealth of Pennsylvania
County of Dauphin
AND NOW:July 26, 2004
COMPLAINT
TRIPLE CROWN CORPORATION
to JESSICA HODMETT
of the original
P&P ENTERPRISES INC
VS
TRIPLE CROWN CORPORATION
Sheriff's Return
NO. 5618~T - -2004
OTHER COUNTY NO. 04-3386 EQUITY
at 12:30PM served the within
upon
by personally handing
1 true attested copy(les)
COMPLAINT and making known
to him/her the contents thereof at 5351 JAYCEE AVE
HBG, PA 00000-0000
Sworn and subscribed to
before me this 30TH day of JULY, 2004
NOTARIAL SEAL
MARY JANE SNYDER, Notary Public
Highspire, Dauphin County
My Commission Expires Sept. 1, 2006
Sheriff of Dauphin Co~l~ty, Pa.
Deputy Sheriff
Sheriff's Costs:S31.25 PD 07/22/2004
RCPT NO 197137
GM
In The Court of Common Pleas of C~amberland County, Pennsylvania
P&P Enterprises Inc
VS.
Triple Crown Corporation et al
SERVE: Jane R~bo Stewart and Mellon Bank NA
E~ecutors/Trustees U/W of Alexander Stewart No. 04-3386 civil
Now, July 14, 2004 , I, SHERIFF OF CUMBERLAND COUNTY, PA, do
hereby deputize the Sheriff of Philadelphia Cou/lty to execute this Writ, this
deputation being made at the request and risk of the Plaintiff.
Sheriff of Cumberland County, PA
Now,
within
upon
at
by handing to
a
and made known to
Affidavit of Service
,20 ,at
o'clock M. served the
copy of the original
So answers,
the contents thereof.
Sworn and subscribed before
me this __ day of
,20
Sheriffof
COSTS
SERVICE
MILEAGE
AFFDAVIT
County, PA
R. THOMAS KLINE
Sheriff
EDWARD L. SCHORPP
Solicitor
OFFICE OF THE SHERIFF
One Courthouse Square
Carlisle, Pennsylvania 17013
RONNY R. ANDERSC
Chief Depub,,
JODY S. S~ITH
Real Estate
TO: Hon. John Green
Philadelphia County Sheriff
Dear Sheriff:
P&P Enterprises Inc
VS
Triple Crown Corporation
04-3386 civil
Enclosed please find
to be served upon
Notice & Ccraplaint & Praeci~e for Lis Pendens
Jane Rambo Stewart and Mellon B~nk NA Executors/Tzl]stees
U/W of Alexander Stewart
1735 Market Street 2nd Floor
in your County. " Phil~elphia' PA · /[ ~i~' ~.j
Kindty make service there°f and send us y°ur return °f service'
~o0 ~./~.~ ~,~ 5~~ ~. . _ / /
Philadelphia~ PA Xgl!° ~/ ~0 ~
Complete Address Needed (including apt. number ~ it applies)
Sheriff's Return of Service is ~eedcd for each defendant
~dditional complaints arc needed
This c~se must be filed or reinstated in your Prothonotary's Office
This c~se must be deputized by your County Sheriff's Office
Please sign check
No Business checks and Personal checks~ MOney orders or Attorney's checks only~
At least 10 working days are needed for service
Received too late for service to be attempted