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HomeMy WebLinkAbout11-3513F FILES`. Clients'. 12803 An inU 2803 5. pra. rein Christopher E. Rice, Esquire I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES Ten East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff SWANY, INC., Plaintiff V. RANJITSINH N. PARMAR, SHAMSUNISA R. PARMAR, and ARAMBA, LLC, a Pennsylvania limited liability company, Defendants To the Prothonotary: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2011 - 3513 CIVIL TERM PRAECIPE c C ?-c E rn -c? iV m? C:) -n Please reinstate the Complaint in the above-referenced matter. Date: J/-O/ MARTSON LAW OFFICES By: 0, S /- Christopher E. Rice, Esquire ID Number 90916 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Plaintiff it/o. oa ?cL ?l?y ck? a3QSv "9 IZ-14- ara4t SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny RAnderson rt', 1R-( F,,,_ Sheriff's Jodyef Deprutyh 18 A-1 , . Richard W Stewart "1113E Pi L U Solicitor OF '- Swany, Inc. I vs. Ranjitsinh N Parmar (et al) Case Number 2011-3513 SHERIFF'S RETURN OF SERVICE 05/09/2011 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Ranjitsinh N. Parmar, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of Montgomery County, Pennsylvania to serve the within Complaint and Notice according to law. 05/09/2011 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Shamsunisa R. Parmar, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of Montgomery County, Pennsylvania to serve the within Complaint and Notice according to law. 05/09/2011 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Aramba, LLC, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Montgomery County, Pennsylvania to serve the within Complaint and Notice according to law. 05/12/2011 07:00 AM - Montgomery County Return: And now May 12, 2011 at 0700 hours I, John P. Durante, Sheriff of Montgomery County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Aramba, LLC by making known unto Ranjitsinh N. Parmar, adult in charge of Aramba, LLC at 3033 Cardin Place, Norristown, Pennsylvania 19403 its contents and at the same time handing to him personally the said true and correct copy of the same. 05/12/2011 07:00 AM - Montgomery County Return: And now May 12, 2011 at 0700 hours I, John P. Durante, Sheriff of Montgomery County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Shamsunisa R. Parmar by making known unto Ranjitsinh N. Parmar, adult in charge at 3033 Cardin Place, Norristown, Pennsylvania 19403 its contents and at the same time handing to him personally the said true and correct copy of the same. 05/12/2011 07:00 AM - Montgomery County Return: And now May 12, 2011 at 0700 hours I, John P. Durante, Sheriff of Montgomery County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Ranjitsinh N. Parmar by making known unto himself personally, at 3033 Cardin Place, Norristown, Pennsylvania 19403 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $69.44 May 16, 2011 SO ANSWERS, RON R ANDERSON, SHERIFF "i C011ntYSj1tP Shenfl. Te,c,.osoii. Irc. SHERIFF'S OFFICE OF CUMBERLAND COUNTY _ Ronny R Anderson V'jr of 4?iu,?fn?,?? t •_? Sheriff .? Jody S Smith Richard W Stewart Chief Deputy Solicitor Swany, Inc. vs. Case Number Ranjitsinh N Parmar (et al.) 2011-3513 SERVICE COVER SHEET N c Service Details. o Category: Civil Action - Complaint & Notice Zone: W Manner: Deputize Expires: 06/0312011 Warrant: Notes: M 0 v o? r a ? Serve To: _ F' . . .?p Name: Shamsunisa R. Parmar rved: F- Personally A n Charge Posted Other N Primary 3033 Cardin Place „ Adult In X Address: Norristown PA 19403 Charge: (7 ` 1CA*a.r.J ?`''('tl. p g , ... Phone: - Relation: v _ ...-.... Alternate Date: Time: m a Address: Z v7 c, _ a Phone: Deputy: Mileage: V c? - M Attir)Wyfoxglitng1tor _ O i _s C1 Name: Christopher E Rice Phone: 717-243-3341 ServiceAttempits' w, t7 M Date: Time: Ln Mileage: C14 Deputy: Notes f Spetiatln' tr etfo tt: rY _ _ Q Z U) = Now, May 09, 2011 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the She ntgomery County to U) execute service of the documents *ejRitWgndFaftty T thereof accor o - o: l?Yi 1 L Q Return To: r , t r a Cumberland County Sheriffs (4e f One Courthouse Square Carlisle, PA 17013 onny R Anderson, Sheriff ? SHERIFFS OFFICE OF CUMBERLAND C?UNTY Ronny R Anderson 11111 of Cwrib",ri? Sheriff 4 Jody S Smith ? Richard W Stewart Chief Deputy'` Ica, Solicitor Swan y, Inc. vs. Case Number Ranjitsinh N Parmar (et al.) 2011-3513 SERVICE COVER SHEET N Q Category: Civil Action - Complaint & Notice Zone: X Manner: Deputize Expires: 06/03/2011 Warrant: Notes: M O Of r a m _.... _??. i Serve'To. x; F? Name: ?Ran itsinh N Parmar Posted Other O 1 . erved Personal Adult In Charge LO Primary 3033 Cardin Place Adult In Address: jNorristown, PA 19403 Charge: Z Phone: Relation: J Alternate ?v a Address: Date: Time: o Z M._.._v. Q Phone: Deputy: C?-` Mileage: M Attorneyl.4rig*Vtor :3 y li ri CD , Cl) Name: Christopher E Rice Phone: 717-243-3341 Service Attemots: Date: ?_._. .?...? ? I Time: Mileage: r- Deputy. Notes / Speclat fns&uctlonsr Z X Z rn F- Z Now, May 09, 2011 I, Sheriff of Cumb ty Penns Ivan o L execute service of the documents herewi h na ak?e?reti t?thb ''e lo t Sheriff of Montgomery County to Return To: 1 cil Q Cumberland County Sheriffs Office A'I a One Courthouse Square X„ Carlisle, PA 17013 Konny K Anderson, Sheriff SHERIFF'S OFFICE OF CUMBERLAN ?OUN'TY _. Ronny R Anderson Sheriff --- Jod S Smith Richard W Stewart Chief Deputyr Solicitor Swan y, Inc. Case Number vs. Ran'j tsinh N Parmar (et al.) 2011-3513 SERVICE COVER SHEET 0 N o Service Details: N<....., to Category: Civil Action - Complaint & Notice Zone: X Manner: Deputize Expires: 06/03/2011 Warrant: w Notes: M O 07 r z Serve To: F166AS ? Name: 'Aramba, LLC In Char • Posted Other O e e Personally AA t_I g 'n Primary '3033 Cardin Place - Adult In Address: °Norristown, PA 19403 Charge: O K . W Phone: i Relation: Alternate Date: Time: a Address: ?.,?7 0',) Z In It Phone: Deputy: Mileage: M Attorn,9y1,0#wjbt', a Name: Christopher E Rice Phone: 717-243-3341 Service Attempt:%- Date: Time: N a> TMileage: ?? r N Deputy: Nodes / Special iristrdctlons: J Now, May 09, 2011 I, Sheriff of Cumberland Couq ylv i e ytieriff of Montgomery County to execute service of the documents herewith and rri d e ti e d ?ok to Q % Return To: ;i j I "I s Cumberland County Sheriffs Office , - , a One Courthouse Square d,J Carlisle, PA 17013 R Anderson, Sheriff Musa A. Jan, Esq. Law Offices of Musa Jan Attorney ID 203978 415 Garrison Way Attorney for Defendants Suite 103 Gulph Mills, PA 19428 (610) 761-6465 muss ,musajanlaw com IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY SWANY, INC. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 2011-3513 vs. RANJITSINH PARMAR SHAMSUNISA PARMAR ARAMBA LLC Defendants CIVIL c co :77 r-1 DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT Defendants Ranjitsinh Parmar, Shamspnisa Parmar, and Aramba LLC, in accordance with the Pennsylvania Rules of Civil Procedure hereby file the following Preliminary Objections to Plaintiff's Complaint and in support thereof aver as follows: 1. On April 6, 2011 Plaintiff Swany, Inc. filed a Complaint against Defendants Ranjitsinh Parmar, Shamsunisa Parmar, and Aramba LLC. 2. On May 11, 2011 the Complaint was received by the Montgomery County Sheriffs Department. 3. On or around May 12, 2011 the Montgomery County Sheriffs Department served three copies of the Complaint at 3033 Cardin Place, Norristown, PA. 4. Pa.R.C.P. 1028(a)(1) allows a preliminary objection for "lack of jurisdiction over the subject matter of the action or the person of the defendant, improper venue or improper form or service of a writ of summons or a complaint". 5. Pa.R.C.P. 1028(a)(3) allows a preliminary objection for insufficient specificity in a pleading. 6. Pa.R.C.P. 1028(a)(4) allows a preliminary objection in the nature of a demurrer if a pleading is legally insufficient. I PRELIMINARY OBJECTION FOR LACK OF XUM ICTION PURSUANT TO RULE 1028(a)(1) 7. Defendants incorporate by reference the averments contained in Paragraphs 1 through 6 as if same were set forth at length herein. 8. Pa.R.C.P. 1028(a)(1) allows a preliminary objection for "lack of jurisdiction over the subject matter of the action or the person of the defendant, improper venue or improper form or service of a writ of summons or a complaint". 9. Defendant Ranjit Parmar is the sole member of Aramba LLC. 10. Defendant Ranjit Parmar, as an individual, did not execute any transactions with Plaintiff, nor make any personal guarantees on behalf of Defendant Aramba LLC to Plaintiff. 11. Plaintiff does not allege any cause of action for piercing of the corporate veil. 2 12. Defendant Shamsunisa Parmar has no involvement in Aramba LLC as an owner, officer, or agent, nor has she engaged in any transactions with Plaintiff as a party or guarantor. 13. This Court does not have subject matter jurisdiction over Defendants Ranjitsmh Parmar and Shamsunisa Parmar as they are not parties or guarantors to the transaction(s) with Plaintiff alleged in the Complaint. 14. As there is no subject matter jurisdiction over Defendants Ranjitsinh Parmar and Shamsumsa Parmar, this Complaint should be dismissed against them. WHEREFORE Defendants respectfully request this Court to grant this preliminary objection by way of demurrer and dismiss Plaintiff's Complaint against Defendants Ranjit Parmar and Shamsunisa Parmar. II, PRELIMINARY OBJECTION FOR FAILURE-10 ATTACH REQUIRED COPY OF A WRITING PURSUANT TO RULE 1019(h) and 1019(i) 15. Defendants incorporate by reference their averments in Paragraphs 1 through 14 as if same were set forth at length herein. 16. Plaintiff's Complaint makes reference to an express agreement in Paragraph 13. 17. Pa.R.C.P. 1019(h) requires Plaintiff to state specifically whether its claim is based upon a writing. 18. If the claim is based upon a writing, Pa.R.C.P. 1019(i) requires Plaintiff to attach a copy to the Complaint. 19. Plaintiff has attached no contract, or any exhibits whatsoever, to its Complaint. 20. Therefore, Plaintiff's Complaint is legally insufficient. 3 21. Further, Plaintiff's Complaint lacks sufficient specificity as the details to the alleged transaction(s) are not present. 22. Pa.R.C.P. 1028(a)(3) allows a preliminary objection for insufficient specificity in a pleading. 23. Pa.R.C.P. 1028(a)(4) allows a preliminary objection for legal insufficiency in the form of demurrer. 24. As Plaintiff's Complaint is legally insufficient, it should be subject to demurrer and dismissal. WHEREFORE Defendants respectfully request this Court to grant this preliminary objection by way of demurrer and dismiss Plaintiff's Complaint, or in the alternative, to order Plaintiff to produce the alleged contract and amend its Complaint accordingly. III PRELIMINARY OBJECTION FOR IMPROPER VERIFICATION PURSUANT TO RULE 1024(C) 25. Defendants incorporate by reference their averments in Paragraphs 1 through 24 as if same were set forth at length herein. 26. Pa.R.C.P. 1024(c) require that the Verification of a Complaint be made by a party. 27. The verification attached to Plaintiff's Complaint is signed by an unnamed individual. 28. Further, the verification does not state the relationship of this unnamed individual to the Plaintiff, a Pennsylvania corporation. 29. No exceptions to the verification requirement apply in the instant case. 30. Plaintiff is not without the jurisdiction of this Court. 4 31. Plaintiff is not subject to any impending time deadline for filing the Complaint. 32. Plaintiff was not otherwise unavailable to verify the Complaint. 33. The verification is, accordingly, improper under the Pennsylvania Rules of Civil Procedure. 34. Identification of the verifying party and his or her relationship to the corporate Plaintiff is essential for purposes of cross examination. 35. Identification of the verifying party and his or her relationship to the corporate Plaintiff is essential for purposes of liability to this Court for any false averments. WHEREFORE Defendants respectfully request this Court to grant this preliminary objection by way of demurrer and dismiss Plaintiff's Complaint, or in the alternative, strike the improper verification and require that Plaintiff submit a valid verification. Respectfully submitted by: Musa A. Jan, Attorney for 5 VERIFICATION Musa A. Jan states that he is the attorney for the Defendants herein; that he is acquainted with the facts set forth in the foregoing Preliminary Objections to Plaintiff's Complaint; that same are true and correct to the best of his knowledge, information, and belief, and that this statement is made subject to the Penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsifications to authorities. Musa A. Jan, Esq. Attorney for Defe 6 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY SWANY, INC. : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY Plaintiff No. 2011-3513 vs. RANJITSINH PARMAR SHAMSUNISA PARMAR ARAMBA LLC Defendants ORDER CIVIL AND NOW, this day of , 2011, upon consideration of Defendants' Preliminary Objections to Plaintiff's Complaint, it is hereby ORDERED, ADJUDGED, and DECREED that Defendants' Preliminary Objections are GRANTED with prejudice. BY THE COURT: J 7 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY SWANY, INC. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY Plaintiff vs. RANJITSINH PARMAR SHAMSUNISA PARMAR ARAMBA LLC No. 2011-3513 CIVIL Defendants ENTRY OF APPEARANCE Dear Prothonotary: Please enter my appearance as counsel for the Defendants in the above captioned action. My address is 415 Garrison Way, Suite 103, Gulph Mills, PA 19428. My telephone number is (610) 761-6465. My fax is (484) 676-1789. My email address is musa ,musaianlaw.com. My Pennsylvania attorney ID number is 203978. Thank you for your help. Sincerely, Musa A. JaiS Attorney for 1 Lail 0,i?6r 27 F11 -- Christopher E. Rice, Esquire I.D. No. 90916 r"UND MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES Ten East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff SWANY, INC., Plaintiff V. RANJITSINH N. PARMAR, SHAMSUNISA R. PARMAR, and ARAMBA, LLC, a Pennsylvania limited liability company, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2011 - 3513 CIVIL TERM NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiffs. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCE FEE OR NO FEE: Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 Telephone (717) 249-3166 FARLESTlients\12803 Amin\l2803.5.amended complaint Christopher E. Rice, Esquire I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES Ten East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff SWANY, INC., Plaintiff V. RANJITSINH N. PARMAR, SHAMSUNISA R. PARMAR, and ARAMBA, LLC, a Pennsylvania limited liability company, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2011 - 3513 CIVIL TERM FIRST AMENDED COMPLAINT AND NOW, comes the Plaintiff, Swany, Inc., by and through its attorneys, MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER, and hereby avers as follows: 1. Plaintiff, Swany, Inc., is a Pennsylvania corporation with a registered address at 1 Forge Road, Boiling Springs, Pennsylvania. 2. Defendant Ranjitsinh N. Parmar is an adult individual with a last known address of 3033 Cardin Place, Norristown, Montgomery County, Pennsylvania 19403, and owned and operated a business at 1 Forge Road, Boiling Springs, Cumberland County, Pennsylvania. 3. Defendant Shamsunisa R. Parmar is an adult individual with a last known address of 3033 Cardin Place, Norristown, Montgomery County, Pennsylvania 19403, and owned and operated a business at 1 Forge Road, Boiling Springs, Cumberland County, Pennsylvania. 4. Defendant Aramba, LLC, is a Pennsylvania limited liability company with an address of 1 Forge Road, Boiling Springs, Cumberland County, Pennsylvania. Plaintiff has sold certain assets to Defendants per a written contract that is believed to be in possession of Defendants (the "Contract"). Plaintiff believes that oral agreements were also part of the Contract, which include payment terms and amounts and, therefore, incorporates the oral terms into the Contract. 6. It is believed and, therefore, averred that Defendant Ranj itsinh Parmar and Defendant Shamsunisa Parmar were, at all relevant times, buyers under the Contract. 7. Defendants could not pay the balance of the contract in full and requested orally that Plaintiff accept installments on the balance. See Exhibit "A" which is a letter dated May 21, 2010, from Attorney Musa Juan. Defendants agreed to make monthly payments beginning April 1, 2010, in the amount of $4,500.00. 9. The total owed to Plaintiff for the assets is $26,060.00 with an additional $2,000.00 for the inventory. 10. Defendants have failed to pay for the assets in full. 11. Defendants also agreed to and did assume a lease agreement with DES Associates, who is the owner of the real property located at 1 Forge Road, Boiling Springs, Cumberland County, Pennsylvania (the "Property"). See Exhibit "B", which is a copy of the Assignment. 12. Defendants failed to provide a security deposit in the amount of $1,739.92 (the "Deposit") to Landlord so that Landlord would return said deposit to Plaintiff and/or failed to pay an amount equal to the Deposit to Plaintiff. 13. It is believed that Defendants have sold the assets to an unknown third party for valuable consideration and without paying Plaintiff in full. COUNT I - BREACH OF CONTRACT 14. Plaintiff hereby incorporates by reference the averments contained in paragraphs 1 through 13 as if fully set forth. 15. Defendants have breached the Contract, directly or through agents, to pay for the assets provided to Defendants from Plaintiff and/or Plaintiff's agents and to pay for or ensure payment of the Deposit to Plaintiff. WHEREFORE, Plaintiff demands judgment against Defendants in the total amount of $28,060.00 for the assets and $1,739.92 for the Deposit, plus interest and costs. COUNT II - QUANTUM MERUIT 16. Plaintiff hereby incorporates by reference the averments contained in paragraphs 1 through 15 as if fully set forth. 17. In the alternative to Count I, Defendants are liable to the Plaintiff and/or have been unjustly enriched in the amount of $28,060.00 for the assets and $1,739.92 for the Deposit WHEREFORE, Plaintiff demands judgment against Defendants in the total amount of $28,060.00 for the assets and $1,739.92 for the Deposit, plus interest and costs. MARTSON LAW OFFICES C? r?-- By Christopher E. Rice, Esquire ID Number 90916 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Date: Attorneys for Plaintiff a Musa A. Jan, JD, MPH Law Offices of Musa Jan www.musajanlaw.com 415 Garrison Way, Suite 103 Gulph Mills, PA 19428 610.761.6465 Fax: 484.676.1789 musa@musajanlaw.com May 21, 2010 Christopher E. Rice, Esq. Martson Law Offices 10 East High Street Carlisle, PA 17013 Re: Aramba, LLC Your File Number 12803.5 Dear Mr. Rice: Please be advised that I represent Ranjitsinh N. Parmar and Aramba, LLC. I have received a copy of your letter dated May 12, 2010, and have had the opportunity to discuss with my clients. The draft Note and Security Instrument you have provided is unacceptable to them as it does not reflect the agreement made between the parties. As such, they will not be signing it. After a review of the purchase agreement and the checks tendered by my clients, the amount due to Swany Inc. and /or Mr. and Mrs. Daxesh Amin is not $49,560 as stated in your documents. The written agreement dated March 1, 2010 specifies a sale price of $60,000. The following payments were made by my clients: • $60,000 by check to Swany • $9000 deposit with Swany • $1500 check to Daxes Amin • $5000 check to Hetal • $6000 check to Hetal The sum of the payments tendered to Mr. Amin, his company, and his partner equals $81,500. The surplus funds of $21,500 were tendered towards the inventory which my clients purchased as part of the transaction. Copies of these checks will be provided upon request. Further, a significant amount of the inventory received by my clients, valued at approximately $2000, was past its expiration date. My clients should therefore not be responsible for this amount as part of the inventory as it had no value. Page 1 of 2 In summary, your clients are owed a total of $26,060. My clients propose to make payments of $1500 beginning June 1. The total payoff period will be 17 months. The last payment will consist of the fractional remainder as well as the regular monthly payment; this figure will be $2060. Upon resolution of the substantive elements of the repayment agreement, we can move forward with discussing the formal arrangements of the Note and the Security Agreement. Please respond within ten business days of receipt of this letter. Use of e- mail might be a good way to save time in this process. My address is listed above if you would like to proceed in this manner. I look forward to reaching an amicable resolution to this matter with you. Sincerely, Musa A. J Page 2 of 2 EXHIBIT "B" ASS1(:;NMI,,N'C OF COMMERCI:'1L. LEASE THIS ASSIGNIl ENT is entered into this ._lP.- day of 2010 hN and hetwecn: DES ASSOCIATES ("Landlord"y SWANY, INC.. DAXESIl A;MIN and ANJAN ABEN AMIN. his wile (collectively "Assignors"): and ARAM11RA, LI,C and ItANJITSINII N. PARMAR and SHAMSUNISA 12. PARMAR, his Wific (Collectively "Assignecs"). L 4andlord uprees to assign all right. title and interest in the Commercial Lease dated October 1. 2008 which is attached hereto and marked as Exhibit A. tc ith assignors to Assiunees as o1' f _ 610 . F-n?m and teftt r the dale of the assi??nment..lssignec shalt he ohligatcd tinder all terms and conditions of the Commercial Lease. Assignors hereby acknowledge that under 1'aragt:trh 17 cat-the Conunereial Lease. the%- are not released from anv liability Par paynient of rent or other sums clue under the terms ol'thr Commercial Lease: liar a period phone (1) year from the date or the assignment. At the: expiration of mic year from the date of the assipment. their obligations under the terms of the Commercial 1"Case shall cease. IN 'WITNESS VIWL(F.RFOR the parties have entered into this assignment the day rind year first above written. air FiSS. DES ASSOC IA I ES BY 170 !_U F. SLIKE. General Partner 1 l ? Y Attest: Secretary O-[T-'T.SS WITNESS SWANY. INC. By: President DAXFSI-I AMT ARAMBA, LL.C By: 2!2 A) Partner RAN ITJ SINI-I N. PARM.AR SHAMSUNISA R. PARMAR Wl . CONINIF'RC'IAL. I.EAS1' MIS I.IA` E WItl' FIVIEN'T. m;t,k' this ? rat ,i:l\ III' l^ Z??.1.? tI`, 11; 'Ind ht,'1\ CCO I't'llll?`.I1:1111,! Iltlllll',i i!:n'l!lt'1 i;!1?, Ill'Il f11:11tt'! !t'!i•';I"t,',) it' ,! I)I'.1 \SsO I:\ I I'.' ' it ( ,lltClit+l'i .ln;i 1\Il,ttil' I11.1111f1!' .I,li.lrl'++. I tr i?llrl),)?t':,,)( 1111': :1 t;lvcI;will- 1!; I','.1 ! 1l;tt l'\n11:\f\;nti,l, I :?t1Ul l);'`)'; ;IIIJ (,11111, Hill. So A,MA, INC, herein,tller rckrr• d to as - I<nrtrlC and \`.It,/?\ Illai!irI LIddl*k..?-". I tll !hl 1t!rc \ nlt Ill, i'? I I ,)riw Ro ld. Hoiling tii\r itlLs, I'rnllN I\ ani,1. I I III ;'. ,In,! I):\XI:.ti(I r\NIlti ,rnd : NJAN:\REN MIN, hi. Itt'rt.•i11.111 •r rt.'It I "t t1 to :r• t, lu,lr;lnt?,r?. :ul,i \>r11„!,t? nl:liiiltp? :I,Itlr,?•.',. I?,'r hurh,}';r? t1P tlli? \r?rt•? nl\?nt. ; I`' ( ()7qSII)I''I4 I US i0 he opowll ct'mn:lm hvrc!I!:lil?cI ,,'! I,W11..IIIJ Ir!;;1 1 ! {?•_' It't':I{I1 Iv'lllltl tlltl Its I,:t,ll{\' hind 111th Itl'll'ti, lli'if'+;:,>I'`•.:L'It{ •1';'•i;`I1': Il?!?'h? il!t' f',!11!,' I!.'!t'' ' t?tt lt_lt•I','. ,:?'`•l:l',,111i. Illl,llll'•,t'. ;md ,(C'hi't' :1`. It( 11.1)INC \\I1 I'ItFNIII' iF`? I :111dit'Ii1 hcrch1 I ,1 ti 10 1±'11;1111. III t't,ll' Itl,'l'.111, 11 „i ttlt,' It':?1 II;:I i,'. t t'IL!I11'• II. I'.'ll:,lll ' !'W, idi. lwilic',I ,Illtl 1.1t:.!It•'I III I;m1tilt, !t!::,, t ( I'.'t?Il',\1! II11;1 il)I1?I?IIII1 „1 ;Ipi11,)\IIII;IIi'I\ _'.-tlll) ,,ill.lll' ICt.I Itil11'k ll` ?.iIt".\11 .1 It ,!1111 ' `?111'lll+!?. It,'I1f1' \'I \';1I1G1, f "%Utl7ciu'rt 1n;111?r IOCITC'.( tl' ;IN I I?'llll'+t I tl,'„ I I(,l,t'I! 'I Ili, 11 i,: ,ut;li Itt tl II,•rct„ ,Intl imtrki'il ,ls I' \Ilihil A) I 2. 'rH icm The term elf this lease begins on October 1. 2008 and continues thcreaftcr for a term of five. (5) years, and will terminate on September 30. 2013. This lease may he extended thereafter in accordance with the terms of provisions of this Agreement. 3. RENT 't'enant shall pay to Landlord as rent for the live-year teen in an amount totaling One I lundred hen I'hlnrsand Fifvht Ilundred Forty-nine and 76.1100 M 10.849.76) 1Nillars f+ir the total five-year• tk'rm payahic as 1611(1\vs: L Year py S21 H7104 payahle at $1 JIM per month. 2. Year,J)y(?: $21§05 44 payable at $130112 her month. 3, Yp;lr,ThNv: S21151156 payable at SI.K41HR per nwndi, 4. $22.815.12 payable at S1001116 per nxinth. 5. Yc?tr,l ire; 'S23A`I%60 payable at $1.1)58.30 pcr uumth. All rent shall he made payable to landlord at (lie address .set out in this L.<<IS?. una shall he due anal ptryahlc ??n the lirst c1a? o['c?ach month and e??cr?month thcre?lltcr r?,ntinuin)? diuin wMyear terns Shyndd C cu;nv mail t?, nutk.? :Ins payment (T the rent as rceluirA kR in " illlin ' Re ( & ) dayw WAR date a hell l i i s dire ind km 1 1 1 ' , ti11JI 11111%lid ' I l l l w l l l l > ' J l a l l i " . - : t r mt(:r'-'I I I I Mlitillnal charzcs. t'rnm the due (.laic therctIIo the date 11f payment ;n. IIw rate tAthe greater kiI I?11 ( ) ()" ill perccl?t ut'the ant0u.utl dII% per 111ortth:.x+100 00: or $10,M) per d:av Ii,r r•:irh day Ihut the nl Ire: 1101. hVCII paid I'tlcsc ildditioutal arnculnls shall ho:olrie due ,lutomatically ;?nd 'ball no( rtlluirc 1)1-ior notice 1ICtIle inlpclsiIion oI'IIle c!lar?'.c> h? I mi'llonI 4. OPTION TO RENEW I k•n.mt is hcrell c!i% cn the option to rcnc? this lease li±r' mo snccw'Ove five (5) "eat. norms after the expiration or the initial term. In order to exercise the option for the initial live t 5) year term. 'Tenant nnnst. provide written notice to Landlord at Landlord's address, no less th:m one hundred 6ghty (I NO) days prier toy the expiration of the initial five (5) year teen. It"l'cnant fails to provide Landlord with an exercise of the option for the initial five (55) ).,car terns in c?ccordance with this paragraph, then the option is terminated and the lease shall he terminalcd after the expir mm, or the lint Ave (5) year term. In order to exercise the second five (5 l Yeal' opticin, Tenant must linivide Landlord with written notice at Landlord's address., no less time nc hundred eighty (180) days prior tot the expiradon of Te initial five (5) year caption loran. 11' I n Want fair to hroVide I andloni with an exe.rcke or the option fear the second Ave (5) year term in ;tcc01'11t ce with this paragraph, then the oplion is terminated and the lease shall be tcrminatc+l after the rxhiratikm of the initial live (5) year option wrr??. Tenant and Landlord shall meet after Tenant nolilies Lar?dlord ol'the cwre:im• of thi, Option to negotiate a Iair market rental value for the Premises for the succeedin;! norm. A security deposit of i lne 'I hot?sand Seven I Ittndrecl I'hirty-tnttc end 9" 100 I )ollar. ed at ally limo (w 1MAY) is +tuc at the signing c.+f this Louse, lie sorority' deposit may not he us durint' the 1 erm(si of this I.eu,c for any rental m- hilhot: ohli?'.ttiolls +uttlrr the term:, of t1i1, (i. TAXES I cnant shall he responsible for all real estate taxes (at (ace) assessed -In the Premises. Landlord shall bill Tenant Cllr the taxes and Tenant shall pay the taxes within ten (10) (lays of re.ceipt of the. invoice from La.tidlord.. Landlord reserves the right. to require that 'I cnant make an additional nlonlhly paymcnt towards the annual taxes. Should Tenant tail to make any pa?•rncllt t,f'thc adLhhonal relit in the form tit taxes as required hereunder witllin live (`) d:t?'? ?&tilt' dll? tIaIC, Sairh unpaid alrltxill(s shall bear intercm or addilional charges from the duc date thcreoCto the (fate tit payment at the rate of the greater or ten ( M,-,)) percent of the amount due her n onih: ( )nc I Iundred ($10(1.(70) Dollars; dr'i'er. (SIOAM DWIars her clay t6r each day that the additional Will has not been laid. Addititmal rent in the form of taxes shall lie due at file address srr.cirtCd A the Landlord for MAW heremider. Icnartt shall lie rvsponsilile liar any projwrt? insurance tltlc• and tl?? int; of the V'renll <t laid by Iandlor(I. I cnunt is resptlnsihlc li)r• providing insumilce wt Ointcuts. 1 iindlord shall Dill I t'uaill tot' the I11tiltlallcc dire an owillp Irlr each 'Car and rewrvcs rile riplit to require I eilam it, Illollilllt IIl.sinilinclll lowards the an"twl l•tllin, landlord til a{) illltltt'c I -nalll Iol' lhc' olllslandill' insurutrr Line and Own shall mike the pl umit wiihm ten t 1(1) oficct :ipt of invoice ii•unt 1 andlord 'Sh"Illd Tenant tail to make an). pn? nlcnt oI the oddiIiwI'll rent Ill 111k: f'ornl Ilf insurance as r"wiwd hereunder wid in AC Mda ; 01'01i Hilt' tlatc..uLh 111111l6 11 li ?tllltti `hall Iwx' iiltl'rt -il iir'Iddititmd c hargcs froth the title d;II ' IIIC1'l't11 to 111(' ItLit-1. Mt-Ill it (fit' rate (lI tilt' t!1' acr of loll ( I I w a i porl'o'nl of flit' :Il uminI It Itic f' 1r monih: i )n,- I It lilt Ired IS 100.00) 1)tlll'aIS, ter 1 t.-II (;+l tl.t?l)) l tolary per ddt for t•,tl:h tl'l? that the addiiii.nal rt'nt F1.t. [lilt 1 ,< I thilt Ilie :ILItlitioijal refit has not been paid. Additional wnt in the Ilan, of incur;Mcc shall be thtc at the address, hied by the Landlord lur notices lurcluxlcr R, TENANT'S OBLIGATIONS 1a1 Tenant shall conduct its business in a d??iet, 13Wful and urderlN manner. (b] Tenant will pay the rent on the first day of each month to I .andlord ur tcl %+'h()l?icvcr l.andh,rd may' from time to once name in writinV. (? ( "\t the Cod of the (erne. I'ciiant v%il{ remove its I,wpert% frimi IhL- 1'remtse% and will surrender the Premises without further n??ticc anti In ;IK ,!,??o?l a condition as when entered. except for loss or damage resulting from he?titilc or N,v;trlike ;action in time of peace or war. unavoidable accident. ordinary wear and tear, or perils cc,vcred by the standard forms (If fire and extCridcd coveragc insurance policies. (di Tenant will be responsible for loss or damage sulTere:d by I andlord I)ecattse of the neg.ligcttcc of Fenant. Ic( femme will ohcv reasonable rules lOr tenants of 111e httikiilig. uhOtt rc,cic?nL: %%rtttell notice front I.nndlotd of such rule`. I( i enant will promptly ttotifv Landlord ol'any material daniagc Io the Premises. (el Tenant will not alter the Premises without prier \,4rittcn c.??ll•tnt cil I ;uu{lurd but such cimsent ;hall riot he unreasonahly withheld or dc{aved. [III Tenant m'-ill pad ,111 utility bills. which include but are not limited t,l heat, electricity, wu r and scey g , and janitorial services l'or said Isaacd Premises. and will keep the leased Premises in a first-class condition at all times. I i I Tenant agrees tee comply with the condit ion of all gwovernmental approvals and any recorded covenants or restrictions affecting the Premises. I jI '14nant shall keep the exterior of the VI-elni es. ircludinV, the: parkirl?-, lest, .signagc. sidewalk. driveways, roofs. spouting, heating, air conditioning. pltunhing, electrical system and ether cyuiptllrnt in good repair. IkI Tenant shall make, at its sole cast and expense, A repairs necusa r•v to malinain the Prallises aide! the fixtlu•es therein in twat and Werl, condition It l al;1111 relw'os or nrl lect? Io m:lkc cl?ch repairs, (nr (:tilti to oili!2L ntl\ proscc?Itc the: S;urlc to completion, after mitten uc+ticc rrc\rll Landlord Of'd r need thcrctclrc. 1.andlord may make Auch repsrirs at the expense of Tenant ;.:rnl sheet c\hensc shall he collectahle as aelelitional rent. I mind kid shat) not be liaVe by reason or am injure to or interference \\ ith Tenant's business at•ixinit I'awt the making of ally repairs, alierations, NOW= IN" impnmenients in or it) the ?renlisc." or to ally cippurienances or c:yurprn m therein. I here .hall be no Wernew 4 rent hce:111sc '!1 :<uc:lt repairs, altcratio?ts_ ctclditiorl.Or inlllro\rnlent", ox#,cpt as provided in I':II;IL'r,tl!il .?! 1. I I I 'nallt ;14'ri'c'" it) IBC rt Spml`ible tol 1;1\\I1 ;llld I;tncl?t4lt`II1!' ?.tr?, ll'.L'.II :I10 \ !C1110\.tl• liLhtllw lilil `,tllpl114'. ,It ;111 ''t Ow parkill;' IIC'I 0 Ill I Tenant shall only Conduct hi, business (.in file Premises, that business hero, restricted to the cTemlion of a rllnvcnicnce -aorc Mid I'01- the NJIC 01' I-ICI I-OIC11111 I\l"(1dllCt> 9F.-kILURE BY TO PERFORM OBLICATRYNIS In the event Arrant Alils hi perli1rr11 any or it. obliWa km% as stated herein, I .andhlyd, in addhion to the defsult provisions ofthis agreement which are contained in Paragraph ??, reserves thy- right to pay all and all utilities that have not been paid in a timely planner h\ Tenunt in order to preserve the Premises and to t,.1ke remedial steps t11 take care or the Premises "Itch are otherwise the obligation of the enant. In the c\cnt that Landlord undertakes 111csC ohliptioas. Landlord is not esclisinf;'Tenant from his ohligations ill maintailling; the Treatises :md f nndlord reserve: the right to hill Tenant, as Witionlll relit, for the cost incurred hi I ,uldl!+rd in undemaking these o111iW"ionv inuldlord's \\mogness fo undcrtakc ali\ of iliv,;' ohlii mans "Al not Met any of the defatill provisions contained in this 1 Case. lu VSF O 11141"NIISES Tcn.ntt shall use the l'relllise, for the operation of a convenience store and for tile ;;lie ol* pL ll'ok,mll prodlltt5, I ti11.111t sh"Ill Ili1t cal'l'\' /'11 ;1111 11111:1\0 lll 01' 1111111!!1'al 11I1?111!'?ti ell (11 1110111 Illc 111,: di`es` III?I" Cal'I"\" ('11 :111\' ttll,?Illcti,s \tlill:ll .vlll ?'I1!.1;111f.:c:r lilt' hlllldintl trolil 111't' or CatI?.C 'i ti l'ti'lllll't'ICI 111\ 111"c Ill?,llrancv 111:11 I zindlord has or nl;1? Ilt'r?'.?ttC'1' 11;1VC !!Il `:Al!I llllllil111t.'. 11 L; understood :old :w.rct-d thAt one oC the uses authorlied h\ this I case is Ihr "Ac !Ii pk:lrolcum producl>,. Vcnant 1, lllc (miler ofall cclulpnlt•rlt llcccssar\' fi11• the ,;11C tit 111r fictrolcunl product-, ineiuding the tanks. Ilumh:, and any and all odwr ctfuipnlcnt nccesmy 1"r the sale of i petrolcum products, and is required to have any and all necessary hermits and :Ipprovals I,\- :Inv local. state or 1'edcral agency necessary to maintain ttlc equipment lOr use in the sale 111 petroleum products. Tenant shall provide Landlord \ ith proof-that it hats all tile ticcessar\ permits or approvals. Tenant, at its own expcnse, shall maintain additional insurance with respect to the operation of the facilities, including insurance from damage caused b., any Ieatkag(- in amounts that arc decilied appropriate by Landlord. Tenant shall provide proofol'tlie insurance 111 Landlord on an annual basis. Such insurance sh;tll tli??llt,• I.and10I.d 'IS an aIddltitlnal insured :\t the termination elf this Lease. if Landlord rcllueSt5 Or If rtcluirctl by I:L+. ally :111,1 ill underground tanks vhall be removed, all surtace equipment shall be removed, and the Premise's restored to its tlrig.inal) COIRIitioll :It the style Cost of the 'I tnant. 1'_ CT N RA NTT F',, Che (.iuaratnttlrs. a!, a condition precedent it) I ankilord entering into this I cASt Frith tenant. hereby guarantee all the terms and conditions of this Lease between I .a ndlord and fellaIl[ .Ind :ISSUnIC pCrsonall wSpollsibility, blAll jointIN- and scvcra+.lly. for all of the 1lhligations 111, VC11ant heretlnaCr {4v •i_!tline this docurllellt as t.iuaranttlls. t.iu:n:lntur. art t?cr?tnrllly 1 11;lr lltccint; Mid ackllt+\clullvim, that tlte\ h.ite teat) Mid LIMICrst11-u.1 :ill 1+l Ilte ICYIWl ,111,1 , (4hlltlow; tit 1111'. 1 CA"k, .11hl ,111' l?C l' a111a1'\' ;.!lt:tfltllt?t'lllt_ Illtl'l' al'1'I.", Illtl .+I lhi I c 11,1111. I `. sIIt; N,-1 l "'11alll tillall Ilot lrt:ct m-tv ,I'vAs till tilt,' l1relmscs -lthel• thall Ihtlwc (hat cul-l•t'?11k. tXftit, IthO(11 the Ill lilt t\I'll tc'II •1lihh1VAI 111 I :111-1111111. WhICII IhI?I't1\?11 `•il Ill N( if l'C Ill WC.L11 )11,1 \\Ilhhelcl (ellalll .'stlllics (lit IIsk 111 e11SIllllil..'. 11i.it 1110 IIC Ill 1 till111rlli,111k- \%111) the x municipal rcpIlilt ions and ordinances :nld t,urther agrccs that lit) 1•:Ir_'IIS Shall b\' plat.-d on the I'rcnlises;which eausc an ohstructitm ofan\ Lind to the PI'CHILIC, 1-1. CONI)1.riON OF NitENIISKS l emnl hereby acknoWedges that he accepts the Premises upon the ?;igning of this Icrtsc in ":\, IS" condition. 'I enant has agm d to make his own repairs in the interior ot'the Premises \vllich Wollld inl:ItrrlC electric. plumbing. interior \valls and floors. ti\(ures, ah doors, glass \vindo\vs and doors, water heater space haver. and an tither fixture: or persmud prtTt; n . including repairs and mltimenautwc: of air conditioning units pro Wcd h\ Iirndhwd \vht!dwr kwatrd in the interior or exterior of the subject Premises. I enam \\ill he responsihlc liar mainten:lnct::uld rel"air cif any rttul ahet:Itit,ns and hood or Carl inst:?Ilatioll I ? I,F.\`F,I101,1) 1 V1PRO)VENIE•;N`I•S+ \II leasehold impnweltiunts or Mlitit"s, such as harkkvootl Iloors. t.'arpeling :u1d padding. light lixtures, heating and stir C(Mditionin,. et.luiprnerlt. •.uill :ut\ ?tlnstru?tllttl \\tlrk ,It•hC 11v the I chant shall, wlicn installed or completed, attach tt, the Creetlttld and ht:coinc ;md rem,lin the prt;pcrty (it I.'Indltird. I Cnarll agrees not to permit or tli, Il?\ aitcrations of (11 upr'n pail of the (IC1111sed III.el. c? etct'l?t ll? and \\ilh approval (it' (he I.rrlldl'n•d. \vhich :rpl,n,\ul Shall n+,t he tlurL'J;( MAN wilhhcld. hr o"nltleting the ahcratitrrls trr inllmoventrnts lo the huifdinp• Wriant shall curve each C:ulllr:Wittr to t,'\Cerlte a %"su t Ctmtl•Ilc'don agi-Ccrtlerit 1•Yllich ,hall l:+ (11,!11 \\ 11:11 r. k'4'111MCI)I\ „'IC; 1411 '•' .t" .1 -1141 11t'n- or ..\\;111 C'I of lwnl pltl\ I- Icon :IIHI \\ I1101 :1,`rt;C'I c11l ;11:111 prole ldC' 111:11 tiII - I.14111 nol!c. UI '.Ik h rr.,\ Itil 'll? ?h.111 !,,, .',I\ 1'11 It, 111 'ill l' ?rlll:tl l• I'. '!1.111 ! t;lirUl'1!, :111..1 I;.Iht,rll?, In the cv'enl :1111 hot 15 InxIc 111• tiled aN a r"uh of •Ir1\ mok +.Itm h) or on hl•hl{It of . 'Conant, 'Conant shall cause the saute to he discharged by deposit. bonding. payment. or otherwise. within ten 0U) days after wriucn request by I andlord. Viditionally. Tenant shall cause each cc,ntractor to have a ccrtific:ate or certilicaies of insuran.•e naming I andlord as an additional insured where app!icahle and in an anrotint and type that is 1lecrrred approl,ri,?lc in the sole orinion of Landlord. Conant shall provide landlord \,yiih prot''.of the inyur:u,cr and copies of the certificate(s) prior to the commencement of work by any of r,,s contractors. if Tenant shall fail to cause such lien to he discharged with?-l the period aforcgaid, Landlord may declare: thiti Agreement to be in default and stay ;list, seek payment from Conant f*,r in) monies paid by landlord to satisfy said lien. I(,. SUR12EM)ER OF PREMISES I'crrtnt ci,venant and agrees to vacate. remove trim and d, fiN cr up and tiurrct?dcr the posgession of the denlised L'rt>tri•c s to the I midkird "poll the e\lii ,lion ol'the terirl Of lhi?- le:? ? N?iihout all) specittc notice 1" ?acatc, and upon any Varlier termin.! ion of (Ills as f1cf-cill provided. in as good condition and repair as [lie stone shall he at th - 4cortlmcncenient ol-said tern- or ntav ha%e heen put by the laltdiOrd during the continuance ?her ol', ordh= scar and war, ;rm.l daninge by fire or litho clement, to the cxIvrit that the >;aniv is +•,-\cred Il\ (:ln,ll 'Ir'c in1:nrulce policy with extended eoNcraUC enclor:;4rnent, alone V\Crpl.J I ?rrurt Cnartts and ;?t:rces not to assign this leave to or otiblet the Miolc or mil 1) ant of the demised Premises. or to hermit any odwr perse?ns to occupy s nu without the v Own Smsc•r?t ',t rlrc I :+nclior,l. Any .r:;:ignilw or suhlcrting t\ilh the consent ?,t 'r? I :rn,ll(ird >.h:,ll rclc;i;? Tcnant frtonl liability for payment of rent or other sums herein provided or for the tohligalitm it) keel, and he btourtd by the terms nt lhis Icasc: provided, ho.owever, that l en nt slmll not he rctensc`d I•rtorll ImbilaN, ftor payment totrent or other stmis herein provided tttr t'Or the obligatiUn (k) keep and be hound by the tt:rnis of`this Lease it'Landltlyd reasonably believes. in I.andlord's sole discretion. that the new tenant. tv subtenant and guarantors are financially insecure :olds in such situation, •l errant will remain It;Jblc for rent or other stltns herein provided or for the ohlig; ion tot kecll and be bound by the term of this Lease for a period of* n?tl: ( I ) year trcinl the d;ue ott stet it ?lssiprullcnt or suhletting, 01' until the expiration of' the t;urrcttt lea.whoold lei-ill. 4bhi:llcv,.T OCOll first. In no case shall such liability 001111 nuc. hevOlld the rurrt:•?lt Ie;lseluoltl ICI-111 ??Ilcil the assigrlntcnt or subletting; is approved, and said obligations shall specilicallY not h<itontinucti too :Iny ?•etlc4cal periods available tutder the ternas of the Lease if the. Tenant has not exercised said option f'cor those renewal periods. 18. t.i.^R11.1TY 1NSURANC'11; I cnallt Covenants and agrees to provide on or before the cctmmencanlt•nt of the Icrn1 anal to keep in totrcc during the cnlire tcl-11-1 of ,this lease comprcht:r?sivc Lmlcl-al hah1101% 1w m;loci., k1l the 111th al I'vnvill ? d I :uldlt'rd and I clr.lnt rchlinl, its tht, lcrll: ?d I'rcrlli i s ?\ i1h a mn d, 11111,1C% unlit of S2.000.00l..1 00 \yItll rc.spvcl to pt'r "oll,ll 1111111-1" or de:uh and the 1-c<pccti?c properl\ I;lnla??o?. okhich insurance shall name landlord as an additional insured. 'I' munt 4h;all also rttlrurt (ire And CXICIlded c.oyCragC, vandalism coverage. naalit:iolls nlischict and spvclill cxtcnolroi ?4 race 111;111- uecc in ,ill ,t amint tol*$2.tult),t?fi0, M. 1111- the cost oot replacemcm 61 ;111 Icascho?ld ttr Itllll_IIt1S1 11111?rtt?C[llCllt? I?1 the dctlll.tiCd lorc ml'•CS tOlc•h %\CYC 0elt!.!;1:ll1.v i.-ow.fl•th'lld ctr peal Idi.-d is hr or on hchalf of Ten:ult, nannrlc Landlord as an additional intiure?i I lie Tenant Nhall he solely responsible for payment cal'premiums for such insurance and shall provide prool'to Landlord tin an annual basis that said insurance is in full farce and effect and ha! bean fully paid. In the event that the instlt•arlce premiums Nave not been paid, landlord reserves the right to make said payment on behalf of the Tenant, hilt is not obligated it) do so, and by making! said hay'rltent I andlord is in tit) way citring any default that results its a result 0['ti:i. failure of l cnant it, mAL: said payment of insurance pr-initims. Ill the event that Landlord dt,cs make the payment ol•the insurance prLtttiuttts due and owing; by Tenant. Tenant shall o%ve? I,:.ndlord these .idiot, :4 1 s as additional rent. 0. INDEMNIFICATION I cliant bertha a?recs tt? indcninif" and hold I.andlord Imi-mivs front mid at.Potnst :tny and ;111 claims, tll?rntlR!CS. hahllltlU?, ol" e\I,CnScs <u'rtg 0111 1.if of li'oltl t i t (cn,utt s u?t ul tht' i'rcniises, (iil any breach or del', tilt in the perfimmiticc ol'any ohli,ation ill' I ?nanl. tiii) auk apt, omission, or negligence of k:r?ant, its sublessees, assig,necs. licen5tes or conecsoonaires, (sail % of their respective agents, crtployces, invitees, customers and contractors. 'tenant agrees it) hrok,llrc toil keep in ti\rce during the term hereof-a contractu:ll liability cndorsenlcrtt to ik liahtlity policy, specifically Cndorscd to Coyer the itttlcnirlitY I'ri,visit+n 01•1111's section I enanl hir!lter relc;lscs I andlord From liability 1i,r any da.ttlages sustained ny Fennell or any other iM'son I,Ill,lill,' I,\. throuLh. of littler ltn:lnt 1.111, 111 the 1'retniscti, >r ally 1r,lrt thcrcol 1 r :tll\ I i?tnlcn;uit cs thm•t1, hccorilint? mil of repair, cu" dllc to the hahpcl.int? i,l any arrl?icnl. ulcllt?ilu?. 111 Intl illilltlll tt,, ;LII? dalll;wc cmv c11 h\' 14;Ite1. ti11U\1, F1'lllllti!111'111, !111"I1:t11?1, :':Iti. '•li'.1tir, ,'I?'l'lltl'.Il, fire, sprinkler syslem, plunlhing and heating and air conditioning apparatus. I . indlord shall not he ll;lhle 1111' ;111\ da111;1ges III lll' It+,`;s t+f lelliillt'ti Ot I'tit?llal (?I'ir11{ I'11', IIl\C11tt+I'Y, (IN llll'Cti t+l Itllprt+\'CIllclll?, (rents ant l'allw \\11111S11C\'CI', cxci.T1 1110 alfll'111alive,1CIti 111' 1*11*o\cll licuill"Cl1C'c' 111 I.midlord, and then ollk (() 1110 extent not covcr d h\ Insill'aIICC 0111a111Cd h\ I'C11,llll Ill ;11.'C+11'd.IIILC With this section. Tenant further agrees to indemnify l andlord from and against. Mly Mid all assts, expenses. and liability incurred in connection with the defense of:uly such claim or proceeding brought hereon against landlord, including Landlord's reasonable attorney's fees 'lo. DALMAGE:S TO PREMISES S Ihoulcl the dcnliscd I'renikccs (or any part Ihcrcof•t lie d hilted or dcstn+\ed 1") fll'C I'll' t?thcr case;illy insured under the Standai'd (ire and casualty insurance policy with appro\cd Standard cxtcndcd Co\cnige endorsement applicable to the Premises. Landlord shall. c'.x:cllt as ,+thcr"'isc pro% ided herein. and tit the c\tent it recovers procecdx from such inst?rulce. rep;lir And,01, rchllild the "mile with reasonahlc• diligence. L.;uldlclyd•S Obis Otit+n hereunder hull h,' limited to the. bendiest; and improvC111cnts orit inall1N' providcd h\ I andlord ,it the comillcliCk"nlcllt date of the terns of this lease. landlord shall not be obligated to repair. rebuild or replace and I+rc?l?crt\ helt111 illg to A t_•n,lnt or :ulN 1111prov;nIlc'nls to the dctllised PI.L•Inisc, fillnislik-d I,\ ? c null. 11 there Alould he a suh-,talmal Interference \vith the c+pcr,ltioll of I clullit'.4 III 111C do IIII,c.d Premiscs ds ;l rc'stlll r1I mch datll,lge or cletitl•tlclilln Vdlidl requires I enam to tempt+r;lrll\' clo,;c It, husines" 111 the ptlhhc:. the nunilnunl melt S11.111 MAIL' belt ollk, to the c`W11l, 01 111,• 11r1uCCds acttlall\ rccci\'ecl h\ I andlord under its rent ifill ti ra?ice polic}'. I . _L BAN Kill IPTCY If Ihcrc shall be filed againo I errant, in an cotIrt, purs"a It + ± :rn\ Ntatute either kit, tile I'nited States or c,l'any state, a petition in bankruptcy t+r insolvency or Im the rcorganvation or lior the appointment of a receiver or trustee AM or any purtiun cal l onant's pngwrty and Quint tails to secure a discharge thercol" within thirty (30) clays from the dale of such filing. c,r it I•enant shall voluntarily file any Stich pe6tittn or stake an assignmcat Mr the herletit oTcreditclr i+I- lictiti++n Iur or enter Hitt, an ;1rr;ttttac•Inew. HWn to am shell e\ CrtL . I"lis lea-;c shall thereltpon Iernlirlate Wit IIt\It uav recltairc:naent of Ito Iic:c by l andlctl'd ti, 1 enMill . I f tlnS leaxe ;hill l IY •.r+ cancrcled or terminated, LandlOrd, in additiclra to the c\dwr rights and telnedic s (If I ,rntilord contemned elsewhere in this lease, or gander any statute or Me of the law, may retain as liquidated cl:?rn;t??c ;trey rant. st•eurity tlepoNit and and- other tlltlncy received by I .andloal A,nl Anatat or oll}cr till behall'of Fellarrl. 22. DI'A"AULT BY TENANT rill rights and reolaltrs of I.andlon-I herein enunu•raicd shall he cnmulati%c. and mine ?laall ONL1111,1e ally other right.. or remedies allowed by Imv or Al equity, l he meurrowe of ap A 111c• hill"\\in'?%hall cols';Iitutc' a c1k.-fault ,111d hrcarh „I' this h\ t ? n.lltt \ Ir I mini Jall fail. ucyAt m ri hv,k I0 L-.1.• 1111\ lro, rllir+.!it tit lixcti rc•nl tlr;lrt\ ;additionril rc•tit or clvirgen at the tiInc and in lite <tntcturtts herein l,ro icled, or It, pa? all) "thcr rttt,uies agreed by it Io he paid prtlntpd) "hen ami 1? Ihc• .;ranc ,hall hecorne clue and payable under tile terms hercol: tit, i l 11, Reliant shall :ib n don or vacate till.' denlised Premiscs or litil to c+pc•n to loch the demised t'rcmises continuously and ullintcrruptcdly open for husiness each husinos dav, or shall tail, ncidect or rckve; to keep and perform any of the either covenants. conditions, stipulations or agreements herein contained: or ii' ('. Tenant shall repel?tedly he late in Iliv payment ol'rent or other sums of charges due: Landlord under this lease or shall repeatedly dc",ault in the keeping:. observing, or performing of any other covenants or agreements herein contained to he kept, observed or Elcrlclrnled by Tenartt. Ill till.` event uC arl). slIdl dei';Ittlt or pre lCll Of 1111; ICasC h\ 101,lllt, 3111d 1111111e.r In tile r\ ctlt 11,;11 tlu hrlach pus nt,l h0c'rl l tired h\ I c.'n:ult \\ithin ten t Iltl days I'Illoccine \t611cn n1111ce I'rolll I .:milord at the address set out he'reinabove, Tenant shall lie Ill del. tilt Hereunder ;old Landlord ni:iy, ,Il its option and \vitht ut further notice to 1'enault, terminate 'S.:n;ult's I-Ight to posscssi,in of the Premises and without tetmillatlllr llll:, lc:lsc I•t.'Clllel. and Ivskillll posti? e'.wloll ill llll' I'!'t'I111 •t :Illd CIf dcclarc this lCivic te'rmin ated, and flay therctipoll Ill cillict, Olt I'e'IIIo\ C ;ill hCI'st+Ils ;1141 hrllh'.rt\ h-Om tile: 1'renlises. with or without resort to l11'0e'eSS ot,IrY' Lxulrt, cithe, I,\ Iirrcc or ,?ther\\Ise, Not\\ithslandln? -all:h reentr'\ by I.;nldlord, Ie'n;ult her, 11Y indcrllrlilil`s ;.old hulas I :ullllord harmless I'ri?m alid :I?,aitlst any ;Ind Lill loss tit- dalllage \011ch I cn;tnl 111:1\ incur t,\ rc:1,?o11 lit the reentry ttl tilt` I'rClllisCS llr l.and101-ci'5 termination oI Ills Icasl: and or ICllallCs Ilght po, -l""sloll Ilt-rc :ll<ll'r Ill no t:"cl1t 'dl,dl 1111,1111 1'112llt (o I'tt`-c till of 1hC I'I'•.'11i1'•l' Jl\i, !!.Ile' ??:1?,I111 ?:I!:Iil'1111'lll 1„ t??l\ r;lll ,Ill,.l :IaaIIN.,ll:ll l'Il.n':',.'`.al.lt' Il?'?'ilill li't' lily Illy (LII? t':1>•? I,,'i;li I ,1?I I`,l Ills' C?'l'llll \ , 11111,' I?II'1111';l'? It1 I :111,IIt,Ia , I' I .Illalt•!,! 11'1!71,11 111•,8 Ihl? l•.':1`•l' 1,r , lti "tenant's right to possession (11' the Premises, tenant shall continue to pay all such rent and additional charges as same become due under the terms ol'this lease. together with all other expenses incurred by Landlord in rcg,aming possession and in reletting the Premises, until such bole, ifany, as landlord relcts carne 'ind the Premises are e?ccupW by •.uch StICCessol'. it being understood At Landlord shall have no ohltgatM to mitigate I cu lot's damages h` retching the Premiscs. I Ipon reletting, stalls received from such nc\y IessCC h? I.ancllctrd shall I-IC a111-11 iCd first to ally h,tylllcllt of Costs incident to rNoting and regaining possession: ani excess shall than hC applied to any indebtedness to I_artdlord from Tenant odicr than liar rcnl and additional rent. anc_I any rernalrtutg CXGetiS Shall then be applied to the payment of refit !1nd additional. rent due and unpaid. 'the balance:, il' any. between all amounts to he received hereunder and sums received br Landlord on reletting, shall he paid by tenant to I_ancNo"I in Dull. ',\aithin live (5) IgN of notice 0l'san1C 1.1'0111 tandh.trd. I chant shall have tic, right to arty Proceed:, of'relettink" that remain I?+Iltt\\iII ' ;lphhcation oI SU1lC in Iht: Inarlncl' -.et fcwl11 herein ,Ind I :Intl lord ShAI hC c'rltitlr't) tt+ Hanle as it hrokeragc Cc'c till' rcletting the Prcnrliws. ?:,. INSPECTION OF NREMltiha 1'ell,rrll further agn,ces lit permit the Landlord or the l.alldll?;'il ? agent to Inspect or c's,rnAne the demised lNenlises \vith 24 hour", 11(incc; to ten,Int by I .,Illtll"I'd ;Intl to hermit. II), I "IndIord to nlakc slit: 11 repairs or inIprr?\enlellts to the hi I iIt IIII of \\IIIC I the dellIIti'ck I'IL.IIIi..t", lrl' a 1-1:11 It tll,tI I h C I :llltlIt +rd III:I\ d+IC!'Jr:IhIC ttr' Ile'eC< :I1', II' I;'y ItI'+_'`+.'rt ;ltit+ll :Intl \\ Ilit II III ' I enrult has 110t COkCnRnted hcreui to cic? or .o has tailed to tltt. III the c'\tit of III elucl:t:llt . I andlord Sh,Iil ha\C the right to crier the denused PrCnlisCS \yitho'tt the Tenant's pCrnlissioll, lu 2.1, SUBORDINA'HON I Iiis Icuse shall lie Subject and subordinate 10 the hell Of,uty future nu?rtg.Ige. or;111? underlying (case, provided that the holder of any such imin ;age or the ImIlo"I under any such underlying lease shall ,:agree in tilt: nim-tgage or lease or otherwise +hat this lease shall nut hr terminated or otherwise affeeted by the enforcement ofany such mortgage or underlying lease. ii- at the time thereoL Tenant is not in del wlt. "L'cmu agrees to sign any and all documents newsary and requested by Landlord to ae:hieveany financing urea reasonable notice h? l nu lord of the necessity to sign tiuch doc?.ttrlcntti. phis Ic.?se' cons?itutL-1 the enure :g!rcement hetwem the ImACS Alld nla? he 311MILIC l 11n1? by "ritten agreement by the panics. No agrmenwnt will be bindinZc upcxl Tenant unless sif!ncd by I Cmint. 'o, NO TICE.S A requirement in this Icase that notice lie given ,hall be sr! *?.IIe l h? cIctwd nolicc in tLflltll?.',. Po"I (W - IKx 144)\ '9' t'aEmp IIdL I' \ 1 7O(I !! (o I chant. 'Swally, Inc. L)IRIA friendly i-oo11 Hart I Forgc Road lloihnp PA 1?t11)7 1 :' F If to C?u.u'ant??r,: I);ixc,, Anun Anjanabcn Amin IN WITNESS WHFR OF, Landlord and Tenant have signed and dated this lease the clay and year first above written. LANDLORD: I)FS ASSOCIA l'FS NF'Sti "I FN ANT. • BY: Don. Icl F. Slike. General Partner SWANN'. INC. Ity ' ?? I'r? ?idrnt GI A ANTORS: Vdc, b0 jointl}' and severally, guarantee all oI'the terms an(I coriditiurts c?l'thc t. +mntcrcial 1.c4+se hety een Landlord rind C'eIMnt, \VI'IN! I `-S DAXI SH AMIN Is ?? .;1 ?', .1. •nl y. a.? 1rt +QC 111„{1 hd? Y ) u?'j I!± •• _ F1 " t lY . 7 RR l 1 [.? ICtty ?' ,? e,?y 1 '•lt °' ° •?? y.?,. rr. r:?r;ln ? l?? o?rrArtl?Je . •.z 1 ` L , "sD Lam. r ,? J1J?.rs .,` 216. 74:' i 1A \f I I ,•? " vo ??l - .. _• .,'?%a IT?? `1 •```'---•,_r ?tj`7 a?`\ ' i ? _i 11J I I IV 11 A N\ 1.11 1 W IF 0 ;1 I r-- 1. -c?11 cc / i / "? +•s' ??1 q ? I f ' t • i # f ?? 1t ? _ _ -._.,s:.• _ ^; ?? lil._.?-% r?!M•- wsXr••r-- vrlr. ' I lltiY I ^? // L ? ??-T?_"U.?: ?' •1:?r,.^ Y„ ?? '_` _? i ? u' ?? ?I„a?;, r ? } 1 I ` ` 1 } ?, F? K i?1 r t 11 . ?I' t lJ ? {V ,?? ?, ? I •9 { I f ? ? Q? ? 1 If' , 7/? ti a-••: r1 ?? ? ? .! f' II ?, r 1 71 ?. .11 R; r., 1 ? I ?? Y1?, 17 r. ( ? J .,.f"-_"I -f? r ? 4?`'?'?C 1!{;? I •" 7. ti o i. 1 t' ,,I ?Ie7ll 0. 1 17 I It + ? -c ?? a ? ? ?? • +?, l7#1, 'vr?.. '. _ .`;? `Y"'t.- F' •?'':; ? y : =-'0.'?•? `"•.:•- - ? ;".'sib _..__ :tom: -«.; ?}_= - i _ ,,.. VERIFICATION Christopher E. Rice, Esquire, of the firm of MARTSON LAW OFFICES, attorneys for Plaintiff, Swany, Inc., and executes this Verification as the Plaintiff was not available, and certifies, in the within action, that the statements made in the foregoing First Amended Complaint are true and correct to the best of his knowledge, information and belief, based upon information provided by Plaintiff. He understands that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Martson Law Offices (24?1 l S By: CERTIFICATE OF SERVICE I, Mary M. Price, an authorized agent for Martson Deardorff Williams Otto Gilroy & Faller, hereby certify that a copy of the foregoing First Amended Complaint was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Musa A. Jan, JD, MPH 415 Garrison Way, Suite 103 Gulph Mils, PA 19428 MARTSON LAW OFFICES By M. Price e East High Street Carlisle, PA 17013 (717) 243-3341 Dated: 6/.2,7/// FAFILESTlients\12803 Amin\I 2803.5. prat OF THELp FILED-OFFICE Christopher E. Rice, Esquire I.D. No. 90916 2011 JUN 29 AN 11: 45 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES CUMBERLAND COUNTY Ten East High Street PENNSYLVANIA Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff SWANY, INC., Plaintiff V. RANJITSINH N. PARMAR, SHAMSUNISA R. PARMAR, and ARAMBA, LLC, a Pennsylvania limited liability company, Defendants To the Prothonotary: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2011 - 3513 CIVIL TERM PRAECIPE Please' substitute the attached Verification signed by the Plaintiff to the First Amended Complaint filed on June 27, 2011. MARTSON LAW OFFICES By: (3424 5- t?f'' _ Christopher E. Rice, Esquire ID Number 90916 Ten East High Street Carlisle, PA 17013-3093 09 1/ (717) 243-3341 Date: 1 /? Attorneys for Plaintiff VERIFICATION I, Daxesh Amin, as President of Swany, Inc., acknowledge I have the authority to execute this Verification on behalf of Swany, Inc., and certify the foregoing First Amended Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of this First Amended Complaint is that of counsel and not my own. I have read the document and to the extent the First Amended Complaint is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent the content of the First Amended Complaint is that of counsel, I have relied upon counsel in making this Verification. This statement and Verification are made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which provides that if I knowingly make false averments, I may be subject to criminal penalties. SWANY, INC. By: _. 4!?? F:IFILES\Clients\12803 AMin\12803.S.amended complaint CERTIFICATE OF SERVICE I, Mary M. Price, an authorized agent for Martson Deardorff Williams Otto Gilroy & Faller, hereby certify that a copy of the foregoing Praecipe was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Musa A. Jan, JD, MPH 415 Garrison Way, Suite 103 Gulph Mils, PA 19428 MARTSON LAW OFFICES By: t4a?nce ,? igh Street Carlisle, PA 17013 (717) 243-3341 Dated: 41.2-9ll/ Musa A. Jan, Esq. Law Offices of Musa Jan Attorney ID 203978 415 Garrison Way Suite 103 Gulph Mills, PA 19428 (610) 761-6465 SWANY, INC. Plaintiff vs. RANJITSINH PARMAR SHAMSUNISA PARMAR ARAMBA LLC -?± D-;OFFICE '°IZOIHONOIARY L Jil 4 f? 29 ?f1 ?' LO C ?_ M R1-AND COUNTY ,-f!!;5YLVANtA Attorney for Defendants : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 2011-3513 CIVIL Defendants NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take prompt action within twenty (20) days after this complaint and notice are served by entering a written appearance personally or by attorney and filing in the writing with the court your defenses or objections to the claims set forth against you. You are warned and if you fail to do so the case may proceed without you and judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION LAWYER REFERRAL AND INFORMATION SERVICE 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 (717) 249-3166 Musa A. Jan, Esq. Law Offices of Musa Jan Attorney for Defendants Attorney ID 203978 415 Garrison Way Suite 103 Gulph Mills, PA 19428 (610) 761-6465 musa@musajanlaw.com IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY SWANY, INC. : IN THE COURT OF COMMON PLEAS Plaintiff vs. OF CUMBERLAND COUNTY No. 2011-3513 CIVIL RANJITSINH PARMAR SHAMSUNISA PARMAR ARAMBA LLC Defendants DEFENDANTS' ANSWER NEW MATTER, AND COUNTERCLAIM TO PLAINTIFF'S AMENDED COMPLAINT Defendants Ranjitsinh Parmar, Shamsunisa Parmar, and Aramba LLC, in accordance with the Pennsylvania Rules of Civil Procedure hereby file the following Answer, New Matter, and Counterclaim to Plaintiff's Amended Complaint, and in support thereof aver as follows: 1. Admitted. 2. Admitted that Defendant Ranjitsinh. Parmar is an adult who resides at 3033 Cardin Place, Norristown, PA. The remainder of this allegation is denied. Defendant Ranjitsinh Parmar is the sole member of Defendant Aramba LLC. Defendant 1 Aramba LLC owned and operated the business known as Friendly Food Mart located at 1 Forge Road, Boiling Springs, PA. 3. Admitted that Defendant Shamsunisa R. Parmar is an adult who resides at 3033 Cardin Place, Norristown, PA. However, it is specifically denied that she owned or operated a business at 1 Forge Road, Boiling Springs, PA. Defendant Shamsunisa R. Parmar is not a member or employee of Defendant Aramba LLC. 4. Admitted. 5. Admitted that Plaintiff sold certain assets to Defendant Aramba LLC by a written contract drafted by Plaintiff's counsel and / or Plaintiff. Defendants Ranjitsinh Parmar and Shamsunisa Parmar are not parties to this contract. Further, it is denied that oral agreements are part of the contract. The parties were negotiating terms for an associated deal for additional inventory beyond that specified in the contract, but no consensus was achieved and a meeting of the minds did not take place as the Plaintiff kept changing the numbers after receiving the money. 6. It is specifically denied that Defendants Ranjitsinh Parmar and Shamsunisa Parmar were buyers under the contract. 7. Denied. Exhibit A is inadmissible evidence as it is constitutes settlement negotiations. Further, Plaintiff is unable to even properly spell the name of Defendants' counsel. 8. Denied. Strict proof of this allegation shall be demanded at time of trial. 9. Denied. Strict proof of this allegation shall be demanded at time of trial. 10. Denied. Plaintiff has been paid for the assets as defined in the contract. 2 11. Admitted that Defendant Aramba LLC assumed the lease agreement. Denied that Defendants Ranjitsinh Parmar and Shamsunisa Parmar are assignees of the lease. 12. Denied. This allegation shall be more fully addressed below in New Matter. 13. Admitted that Defendant Aramba LLC has transferred ownership of the business. Denied that any balance is due to Plaintiff. QUANTUM MERUIT 14. Defendants incorporate by reference the averments contained in Paragraphs 1 through 13 as if same were set forth at length herein. 15. This averment is a legal conclusion to which no response is required. To the extent a response is required, this allegation is denied. WHEREFORE Defendants respectfully request this Court to dismiss the Complaint against Defendants Ranjitsinh Parmar and Shamsunisa Parmar, and to enter judgment in their favor and against the Plaintiff, and to award reasonable attorney fees and costs and such other and further relief as this Court deems just and proper. NEW MATTER 16. Defendants incorporate their averments in Paragraphs 1 through 16 as if same were set forth at length herein. 17. The written contract was authored by Plaintiff's counsel and / or Plaintiff and provided to Defendant Aramba LLC for execution. The contract and bill of sale are attached hereto as Exhibit A. 18. The law requires that any ambiguities in the contract be held against the drafter. 3 19. Plaintiff has recharacterized his breach of contract claim as a quantum meruit claim in his Amended Complaint so as to avoid the provisions of Pa.R.C.P. 1019 requiring him to attach a copy of the writing. 20. Plaintiff has further resorted to the use of inadmissible evidence to support his unmeritorious case. 21. Under the assignment of lease provision, the contract states that "Seller acknowledges that Seller has not paid and therefore shall not be reimbursed for security deposit." Yet, Plaintiff's complaint impermissibly and disingenuously contains a claim for the security deposit. This inclusion further evidences the bad faith and lack of veracity of Plaintiff with respect to this legal action. 22. The contract states a sale price of sixty thousand dollars ($60,000) for the purchase of the "business, the assets consisting of equipment, furniture, fixtures, stocks in trade, and all associates personality and assets, and good will of the business located at 1 Forge Road...." 23. Plaintiff disclosed to Defendant that he apportioned the sales price in the contract between good will and equipment in the manner he did so as to avoid tax liabilities. 24. Plaintiff has been paid approximately eighty-three thousand two hundred dollars ($83,200). 25. Plaintiff has tendered a Bill of Sale for the sale of the assets. The contract indicates that the Bill of Sale is executed without contingency or qualification. 26. Plaintiff's amended complaint is barred in whole or in part by the affirmative defense of fraud. The factual basis for this allegation is spelled out in greater detail below. 4 27. Plaintiff's amended complaint is barred in whole or in part by the affirmative defense of justification. 28. Plaintiff's amended complaint is barred in whole or in part by the statute of frauds. 29. Plaintiff's amended complaint is barred in whole or in part by the doctrine of unclean hands. 30. Plaintiff's amended complaint is barred in whole or in part by the doctrine of accord and satisfaction. 31. Plaintiff's amended complaint is barred in whole or in part by the doctrine of consent. 32. Plaintiff's amended complaint is barred in whole or in part by the doctrine of waiver. 33. Plaintiff's amended complaint is barred in whole or in part by the doctrine of estoppel. 34. Plaintiff's amended complaint is limited by offset. 35. Plaintiff's counsel and his firm should be barred from representation of Plaintiff in this matter as Defendant Ranjitsinh Parmar had an attorney client relationship with him in the matter of Laxmi Ma, Inc. Further, Plaintiff's counsel ceased his representation of Defendant Ranjitsinh Parmar in contemplation of the instant action on June 30, 2010. Plaintiff's counsel did negotiate on behalf of Plaintiff in this matter prior to the cessation of the representation. A copy of correspondence evidencing such relationship is attached as Exhibit B. Defendant Ranjitsinh Parmar has not provided informed consent to the representation of Plaintiff in this matter. WHEREFORE Defendants respectfully request this Court to enter judgment in their favor and against the Plaintiff, and to award reasonable attorney fees and costs and such other and further relief as this Court deems just and proper. 5 COUNTERCLAIM - BREACH OF CONTRACT 36. Defendants incorporate by reference the averments contained in Paragraphs 1 through 35. 37. Plaintiff has been paid approximately eighty-three thousand two hundred dollars ($83,200) in consideration of the contract and the contemplated transaction for associated inventory. 38. The sale included a significant amount of inventory which was past its expiry date. 39. The contract states that the Buyer (Defendant) is not "assuming any liability of Seller" (Plaintiff). 40. The contract further states that Seller (Plaintiff) would indemnify and hold harmless the Buyer (Defendant) from and against "any and all liabilities, claims, losses, expenses, taxes, and other impositions of Seller." The contract also provides that that this "provision of this asset Purchase Agreement shall survive settlement." 41. Plaintiff failed to disclose that Sunoco required an upgrade of the credit card processing system. According to Sunoco, multiple notices were sent to Plaintiff. 42. A copy of such notice from Sunoco is attached hereto as Exhibit C. 43. As Sunoco threatened to turn off the ability to accept credit cards at the gas station, Defendant Aramba LLC was forced to expend over two thousand five hundred dollars ($2500) to upgrade to a PCI compliant system version 05.04 or higher. 44. Plaintiff failed to disclose that the Pennsylvania Department of Environmental Protection (DEP) had mandated the removal of the underground kerosene tank. 45. Defendant Aramba LLC learned of this requirement shortly after taking possession of the store. 6 46. Defendant Aramba LLC was forced to hire a licensed professional to properly remove the underground kerosene tank at a cost of nearly ten thousand dollars ($10,000). A copy of the invoice from Perry Petroleum is attached hereto as Exhibit D. 47. Plaintiff misrepresented the working condition of the freezer. Defendant Aramba LLC was forced to spend three thousand five hundred dollars ($3500) for repairs. 48. Plaintiff committed fraud by significantly misrepresenting the earnings of the business, both in terms of income generated by the store and the volume of gasoline sold. Defendant Aramba LLC relied on these misrepresentations to its detriment in completing the transaction. 49. Plaintiff breached the contract by failing to disclose and indemnify Defendant from the aforementioned liabilities. Plaintiff also breached the contract with his fraud and material misrepresentations. 50. Defendant Aramba LLC suffered serious damages as a result of Plaintiff's breach of the contract. WHEREFORE Defendants respectfully request that this Court enter judgment in their favor and against the Plaintiff for an amount less than fifty thousand dollars ($50,000) and for punitive damages, reasonable attorney fees and such other relief as this Court deems just and proper. Respectfully submitted by: Musa A. Jan, Esq. Attorney for Defendants 7 VERIFICATION Ranjitsinh N. Parmar states that he is the Defendant herein; that he is the sole member of Defendant Aramba LLC; that he is acquainted with the facts set forth in the foregoing Answer, New Matter, and Counterclaim to Plaintiff's Amended Complaint; that same are true and correct to the best of his knowledge, information, and belief; and that this statement is made subject to the Penalties of 18 Pa. C.S.A. §4904, relating to unworn falsifications to authorities. ?/,/W, /v 'paow-K- Ranjitsinh N. Parmar Defendant EXHIBIT A ASST PURCHASE AGREEMENT. THIS AGREEMENT is entered into this day of - , 2010, by between SWANY INC, (hereinafter referred to collectively as "Seller") AND ARAMBA, LLC. , (hereinafter referred to as "Buyer"), of Cumberland County, Pennsylvania WHEREAS, Seller is the owner-operator of the gas station/convenience store business located at 1 Forge Road, Boiling Springs, Cumberland County, Pennsylvania; and WHEREAS, Seller desire to sell and Buyer desire to buy said existing business equipment, stock in trade, good will, as well as undertake an assignment of lease, with owner of Property, DES associates, upon the terms and condition hereinafter set forth. follow: NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as Sale of Business 1. Seller agrees to sell and does hereby sell business owned entirely by Seller to Buyer, who agrees to buy and does buy said business, the assets consisting of equipment, furniture, fixtures, stocks in trade, and all associates personality and assets, and good will of the business located at 1 Forge road, boiling springs Pennsylvania, as more fully set forth in inventory list attached hereto and made exhibit "A" Consideration 2. The purchase price and total consideration for this sale -purchase is sixty thousand ($60,000.00) Dollars, payable as follow: A. In Cash at settlement. B. moo, a o o . oo ?ogq`93 In Check at settlement. ,or Allocation of Purchase Price 3. The parties that the $60,000.00 purchase price shall be allocated as follows: $10,000.00 to equipment $50,000.00 to good will Settlement 4. Settlement shall occur within s?t 6? day of the date of this Agreement at a time and -Y .1 place as may be mutually agreed upon by eller and Buyer. Lease 5. Seller now operates as tenant to DES Associates under a lease agreement dated October 7, 1988, and addendum there to dates October 1, 2002, which Lease and Addendum were assigned to Seller pursuant to master consent to assignment between des associates and Donald E. and Rose M Slike as landlord, dated March 1, 2010 and Swany inc. and Assignment as Assumption of lease between Swany Inc and Aramba Inc. Buyer shall take over said lease Agreement and Addendum as an Assignee of Seller under the Master Consent to assignment. Seller acknowledges that Seller has not paid and therefore shall not be reimbursed for security deposit. Current monthly rent and estate taxes, if owed, shall be adjusted to date of settlement. Transfer of licenses 6. Seller will execute any documents necessary to effectuate a transfer of all sales and use tax licenses; business privilege and mercantile licenses and any other registrations required with the bureau of health, fire protection, and municipal (township, state, and federal) licensing authorities. Warranties 7. Seller warrants that they are sole owners of the business- convenience store/gas station at 1 Forge Road, Boiling Springs, Pennsylvania, including the assets, stock in trade and all inventory itemized on Exhibit "A"; that it is not unencumbered by lien or judgment, is owned free and clear and absolutely; that they are full capacity to sell same; that they are no claims against them by creditors, suppliers, purveyors, or others; all taxes are current; rent is paid to date and in the event any claim is owning against Seller, same will be paid from settlement proceeds. Seller will execute s bill of sale, without contingency or qualification and will assign all right and interests in any aspect of said business to Buyers. Indemnification 8. Buyer is not assuming any liability of Seller, and Seller agree to indemnify and hold Buyers harmless from and against any and all liabilities, claim, losses, expenses, taxes, and others impositions of Seller. This provision of this asset Purchase Agreement shall survive settlement. All Inclusive Clauses 9. Parties agree to perform such acts and execute such instruments as may be necessary it carry out the intent of this agreement. BILL OF SALE KNOWN BY ALL MAN BY THESE PRESENTS, that -,!54J 4en 1 rI( c (hereinafter referred to as "Seller'), for an consideration for monies received in the purchase of the business consisting of a convenience store/gas station located at I Forge Road, Boiling Springs, Pennsylvania 17007 and other valuable consideration, and intending to be legal bound, does hereby grants, bargain, sell, assign, transfer and deliver unto ARAMBA, LLC., a Pennsylvania corporation, (hereinafter referred to as `Buyers"), all of the right, title and interest of Seller in and to all the convenience store equipment used of the facility as set forth on .Y Exhibit "A" (hereto attached). Seller warrants and represents to Buyer that it has good and marketable title to all items of the character herein above described and that all item of property sold here under are free and clear of all liens, encumbrances and security interest. Seller hereby agrees to warrant and defend title to same against the lawful claims of any other persons or entities. Seller expressly agrees to indemnify and hold Buyers harmless against any and all liability and loss from any and all claims that may hereinafter be made by any person or entity claiming any right or interest in the property herein granted and sold to Buyer. To have and to hold all property hereby conveyed unto Buyer, his heirs and assigns to and for his own property use and benefit forever. The terms, covenants and conditions of this Bill of Sale extend to and are binding upon the parties hereby and their respective successor, heir and assigns. TOTAL PURCHASE PRICE Allocation of Purchase price Goodwill Equipment $50,000.00 $10,000.00 Buyer 1. Purchase Price 60,000.00 2. Credit to Seller: County and Township real Estate taxes $ 3. credit to Seller: School district real estate Tax $ Gross amount due from Buyer$ Less amount paid by Buyer $ Total Due from Buyer BUYER ARAMBA LLC 60,000.00 Seller $60,000.00 Total due from Seller $ SELLER BY: IN WITNES WHEREOF, this Bill of Sale has been duly executed by Seller of this ?`s? day of gj16, 2010. Witness Seller Witness Seller ATTESTT: ARAMBA LLC. BY: A,)J. gy- MARTSON DEARDORFF WILLIAMS OTTQ GILROY & FAL LER MAR"IrSON, LAW OFFICES Wit. vm E MumN JoH!r R FoviER III DA?- rEL K DEARwxR T THC i vm j w1I.I.IAm* No V. Caro lII Hui, err X Guam GHc wE $ FAi m JR* DAVID A. Frr: simoNs CHRI510PHER E. RICE JENNIFER L SPPARs SEIM T. N osEHEY KATM J. M $,XWUL JAcoe N. Tims 10 EAsr H1cH STRUT CAMISIE, PENNBn.VANIA 17013 Tui- pmm (717) 243-3341 FArsnmz (717) 243-1850 bnsm- S'r wwwmaruonlawcom May 17, 2010 Dharminder L. Kampani, Esquire Key Bank Building 17140 Lorain Avenue Cleveland, OH 44111 RE: Ranjit S. and Shamsunisa R. Parmar ) Our File No. 13851.1 Dear Mr. Kampani: *Romw Carrmw Crm Taw. Sm usr Thank you for your response dated May 11, 2010. Please be 4dvised that our client had paid $9,000 in the form of a check and $6,000 in the form of cash. Thc, deposit was $10,000 and the remaining $5,000-was for repairs and maintenance fees (a loan tc your client) and provided in anticipation of a sale. When my client contacted your client that financing could not b:: obtained, your client indicated verbally that he would return the money. On numerous occasions the: •eafter, your client represented that he would be return the deposit and loan, but could not do so at the t time. Now, with your recent letter, it appears that your client is not willing to return the deposit and I ias not acknowledged the loan. Please note that if we do not hear from you with a resolution ?Itithin ten (10) days of the date of this letter, we will be filing a lawsuit against Laxmi Ma, Inc. Very truly yours, MARTSON LAW OFA ICES Christopher E. Rice CER/mm cc: Ranjit S. and Shamsunisa R. Parmaz F:IFILJ1S1C kM%13851 P~13851. I &I INFORMATION • ADVICE • ADv:)CACY'4 EXHIBITB EXHIBIT C Sunoco Marketing 1735 Market Street Philadelphia, PA 19103 Site Operator Sunoco DUNS # 0208-5405-00 1 FORDGE ROAD BOILING SPRINGS, PA 17007 cc: Eric May, PEN FERN OIL CO.,INC According to Sunoco records your location is currently processing credit cards with a Verifone Ruby or Ruby/Sapphire system that has not been upgraded to PCI compliant version 05.04 or higher. You have received numerous contacts regarding this issue. The site indicated above has the following software version: 02.10.01 FINAL NOTICE! YOUR SITE WILL BE REMOVED FROM THE CREDIT CARD NETWORK FOR NON COMPLIANCE. If the location is not upgraded by September 7, 2010 Sunoco will be turning off your ability to accept credit cards at the network. This will require you to dispatch a Verifone authorized service contractor to perform the required upgrade work. Site must have proper software and new PCI 3DES indoor pin pad prior to having credit processing re- enabled. if you have any questions regarding this matter please contact your Distributor Area Manager or our Internal Marketing Manager Team at 1-800-786-9494 option 5. Sincerely, Sunoco Marketing E("'c - 5670 7,' © - c? s 74 EXHIBIT D Perry Petroleum, Inc. . 10231 Raccoon Valley Road P.O. Box 208 Ickesburg, PA 17037 Invoice Date Invoice # 2/18/2011 22952 BILL TO Friendly Food Mart/Sunoco 1 Forge Road j Boiling Springs, PA 17007 LOCATION Friendly Food MwWSunoco 1 Forge Road Boiling Springs, PA 17007 Dax 717-258-3710 P.O. # TERMS REP WORK DATE Due on receipt TLR QTY DESCRIPTION RATE AMOUNT 1 Bid Proposal Remove 4,000 gallon tank 8,685.00 8,685.00 1 M. H. Skirt W/Fib Cover, 36" x 12" 796.25 796.25T 1 Containment Manhole, 104A,12" 106.15 106.15T Thank you for your business. Sales Tax (6 0%) . $54.14 Total $9,641.54 Phone # Fax # 717438-3776 717438-3930 Payments/Credits $0.00 Balance Due $9,641.54 ED-QFFICE k , Musa A. Jan, Esq. Law Offices of Musa Jan G ZAttorney for Defendants Attorney ID 203978 415 G i "UMBERLAND COl1NTY arr son Way PENNSYLVAN'A Suite 103 Gulph Mills, PA 19428 (610) 761-6465 musa &musajanlaw.com SWANY, INC. Plaintiff vs. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 2011-3513 CIVIL RANJITSINH PARMAR SHAMSUNISA PARMAR ARAMBA LLC Defendants CERTIFICATE OF SERVICE I, Musa A. Jan, Esquire, do hereby certify that a true and correct copy of the Answer, New Matter, and Counterclaim to Plaintiff's Amended Complaint were served on Plaintiff's Counsel of Record this 3rd day of August, 2011 via First Class Mail, U.S. Postage Prepaid at the following address: Christopher E. Rice, Esq. Martson Law Offices 10 East High Street Carlisle, PA 17013 Musa A. Jan, Esq. Attorney for Defendants David D. BueC Prothonotary Office of the Prothonotary Cum6er[andfCounty, Pennsylvania 7(r&S. Sohonage, ESQ Solicitor /J —3s73 CIVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 28TH DAY OF OCTOBER, 2014, AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE — THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R.C.P.230.2. BY THE COURT, DAVID D. BUELL PROTHONOTARY One Courthouse Square 0 Suite100 ® Carlisle, TA 0 Thone 717 240-6195 0 Fax 717 240-6573