HomeMy WebLinkAbout13-7216 RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs,
NO. 2013 — 7)16 CIVIL TERM
V .
CONFESSION OF JUDGMENT
RANDY M. WILLIAMS,
Defendant.
CONFESSION OF JUDGMENT
Pursuant to the authority in the confession of judgment and warrant of attorney, a true
and correct copy of the original of which is attached to the Complaint filed in this action, I
appear for the Defendant and confess judgment in favor of the Plaintiffs and against the
Defendant as follows:
a. Principal as of September 13, 2013 $ 29,940.31
b. Interest to November 30, 2013 $ 255.93
c. Unpaid Sold, Destroyed, and Lost Inventory $ 4,921.00
d. Late Charges $ 99.30
TOTAL: $ 35,216.54
Plus interest on the principal owed at the rate of 4.000% per annum, costs of suit, and
reasonable attorney's fees of ten percent (10 %) of such amounts due, together with any
other expenses, fees, and costs to which the Plaintiffs may be entitled through the date
of payment, including on and after the date of entry of judgment on the Complaint.
IRWIN & McKNIGHT, P.C.
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Douglas G iller, Esquire ��—
Supreme Court I.D. No. 83776" un?
60 West Pomfret Street
Carlisle, Pennsylvania 17013 -3222
(717) 249 -2353 mow`
Date: December 5, 2013 Attorney for Plaintiffs
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RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs, ��
NO. 2013 — r t7 CIVIL TERM,.
V . ~�
CONFESSION OF JUDG*NI
RANDY M. WILLIAMS,
C's r
Defendant.
-C Cn
- 0 C3
COMPLAINT FOR CONFESSION OF JUDGMENT
UNDER RULE 2951
AND NOW this 5 day of December, 2013, come the Plaintiffs, RONALD L. TANGER
and MARIE M. TANGER, by and through their attorneys, Irwin & McKnight, P.C., and file this
Complaint pursuant to Pa.R.Civ.P. No. 2951(a) for judgment by confession against Defendant,
RANDY M. WILLIAMS, and in support thereof aver as follows:
1. Plaintiffs, Ronald L. Tanger and Marie M. Tanger, are married individuals,
principally residing at 102 East Springville Road, Boiling Springs, Cumberland County,
Pennsylvania 17007.
2. Plaintiffs were the prior owners of a retail appliance business known as Tanger's
Appliances.
3. Defendant Randy M. Williams is an adult individual with a last known residence
and mailing address of 19 Meade Drive, Carlisle, Cumberland County, Pennsylvania 17013.
4. On or about October 21, 2011, Plaintiffs entered into an Asset Purchase
Agreement with Williams, LLC, a registered Pennsylvania limited liability company, by and
through its member, Defendant Randy M. Williams, in order to sell the retail appliance business
and fictitious name of Tanger's Appliances to Williams, LLC for the total sales price of
$138,000.00. A true and correct copy of the signed Asset Purchase Agreement is attached hereto
and incorporated herein as Exhibit "A."
5. As security for the installment payments provided for in paragraph four (4) of the
Asset Purchase Agreement attached hereto as Exhibit `A," Defendant signed a Note in the
amount of $49,000.00 in favor of Plaintiffs. A true and correct copy of the original Note also
dated October 21, 2011, is attached hereto and incorporated herein as Exhibit `B."
6. The Note attached hereto as Exhibit `B" was signed both by Defendant Randy M.
Williams, individually and as a member of Williams, LLC.
7. Under the Note, Defendant was obligated to pay all amounts due to Plaintiffs in
the original principal amount of Forty -Nine Thousand Dollars ($49,000.00).
8. Paragraph ten (10) of the Note attached as Exhibit `B" and duly executed on
behalf of Defendant authorizes confession of judgment.
9. The Note attached hereto as Exhibit `B" has not been assigned.
10. On October 21, 2011, a Disclosure Statement was also duly executed by
Defendant. A true and correct copy -of the executed Disclosure Statement is attached hereto and
incorporated herein as Exhibit "C."
11. Judgment against the Defendant has not been entered in any jurisdiction on the
attached instrument authorizing confession.
12. Default was made by the Defendant in thePayment of the installments . pursuant to
the Note because payments have not been made to Plaintiffs for October 2013, November 2013,
and December 2013.
13. Default was made by the Defendant because payments have not been made to
Plaintiffs for various items of inventory, sold by or otherwise unaccounted for by Defendant.
14. Plaintiffs. have demanded payment and the Defendant is in default of his
obligations to the Plaintiffs for failure to make the payments in accordance with the documents
referenced above and attached hereto.
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the date of payment, including on and after the date of entry of judgment on the Complaint and
such other and further relief to which Plaintiffs may be entitled.
Respectfully Submitted,
IRWIN & McKNIGHT, P.C.
By:
Doug as q Miller, squire
Supreme Court ID No. 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249 -2353
Dated: December 5, 2013 Attorney for Plaintiffs
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E�IIBIT "A"
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT made as of the `f day of October, 2011,
( "Execution Date ") by and between RONALD L. TANGER and MARIE M. TANGER,
individually and t/d/b /a "TANGER'S APPLIANCES ", having a principle place of business at
1743 West Trindle Road, Carlisle, Pennsylvania 17015 (hereinafter referred to as "SELLER")
and RANDY M. WILLIAMS as Member of WILLIAMS, LLC, whose registered address is
19 Meade Drive, Carlisle, Pennsylvania 17013 (hereinafter referred to as "BUYER").
WHEREAS, SELLER operates a retail appliance store business (the "Assets "); and
WHEREAS, SELLER owns certain assets as part of the business such as vehicles,
inventory, fixtures, furniture, software, customer files, computer equipment, the trade name
"TANGER'S APPLIANCES" and other assets, all as more specifically described on Exhibit
"A" attached hereto and incorporated herein by reference; and
WHEREAS, SELLER desires to sell to BUYER and BUYER desires to purchase from
SELLER all of SELLER'S right, title and interest in the Assets, all in accordance with the
further terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. SALE OF ASSETS SELLER shall sell to BUYER and BUYER shall purchase
free and clear of all liens, security interests, encumbrances and liabilities, the Assets from
SELLER.
2. PURCHASE PRICE In consideration of the sale set forth in Section 1 hereof,
BUYER shall pay to SELLER a purchase price of One Hundred Thirty -Eight Thousand and
T
no /100 Dollars ($138,000.00), (hereinafter referred to as "Purchase Price "). The Purchase Price
shall be allocated among the Assets as set forth on Exhibit `B" attached hereto.
3. ADJUSTMENT TO PURCHASE PRICE FOR INVENTORY The Purchase
Price shall be increased or decreased in an amount equal to the actual dollar value of the
marketable inventory on hand as of the Closing Date. The parties shall conduct a physical
inventory after the close of business on the day before the Closing Date to determine the actual
dollar value of the marketable inventory. Except as provided below, the dollar value of the
marketable inventory shall be the purchase pri ce paid by the SELLER for such inventory or its
present discounted value; whichever is less (the "Inventory Purchase Price ").
The parties agree that any items of inventory which have been on hand for more than
eighteen (18) months shall not be part of the inventory adjustment to purchase price described
above. Any such items of inventory will continue to be carried and listed for sale by BUYER.
As such items of inventory are sold, if the sales price is equal to or less than purchase price,
SELLER shall be paid the sale price for each item less reasonable delivery charges incurred by
BUYER. If the sales price is greater than the purchase price, SELLER shall be reimbursed only
for the purchase price of the item and BUYER shall be responsible for the reasonable delivery
fee and shall retain all profit from the sale of the inventory item.
4. PAYMENT OF PURCHASE PRICE The Purchase Price shall be paid as
follows: (1) Twenty -Five Thousand and no /100 Dollars ($25,000.00) of the Purchase Price shall
be paid at the time of settlement; (2) Forty-Nine Thousand and no /100 ($49,000.00) shall be
payable on an installment basis to SELLER in monthly payments of Nine Hundred Ninety-
Three and 03/100 Dollars ($993.03) for fifty -four (54) months at an interest rate of four percent
(4.00 %) per annum beginning on November 1, 2011. Said obligation shall be secured by a
Promissory Note and any other document or documents satisfactory to SELLER and
SELLER'S attorney; (3) The balance of the purchase price shall be paid as each item in
inventory is sold, but in any event, the balance of the inventory price not paid by June 1, 2012,
shall be paid to SELLER in full on or before June 1, 2012.
5. ACCOUNTS RECEIVABLE All accounts receivable shall be retained by the
SELLER and BUYER shall not purchase any of the accounts receivable of SELLER under this
Agreement. For purposes of determining the application of payments which may be made when
a customer has an account receivable, any payments received by the BUYER on or after the
Closing Date shall be applied chronologically beginning with the oldest outstanding invoice and
then proceeding to the second oldest, third oldest, and so on until arriving at the most recent
invoice. The BUYER shall forward any checks to the SELLER to the extent such checks are to
be fully applied to an account receivable retained by the SELLER. To the extent that a check is
received that is partially in payment of an amount owed to SELLER and partially in payment of
an amount owed to the BUYER, then the payee of the check shall deposit the check and
immediately issue a check to the other party for that party's portion of the amount paid.
6. CLOSING The sale and transfer of the Assets (the "Closing ") shall take place at
the offices of SELLER'S attorney on or before October 21, 2011 (the "Closing Date "), time
being of the essence, or at such other place and at such time as the parties may mutually agree
provided all other conditions in Section 10 and 11 have been fulfilled or waived.
7. DOCUMENTS AND FURTHER REQUIREMENTS OF SELLER
(a) SELLER shall deliver to BUYER at Closing the following:
(i) Bill of Sale covering the Assets, in substantially the form of
Exhibit "C";
(ii) Lease for the property owned by SELLER and numbered and
known as 1743 West Trindle Road, Carlisle, Pennsylvania 17015,
substantially in the form of Exhibit `B," which document shall also
provide to BUYER the option to purchase the property for its fair
market value acceptable to SELLER;
(iii) Such other good and sufficient instruments of conveyance and
transfer in a form satisfactory to BUYER'S counsel as shall be
effective to vest in BUYER good and marketable title to the assets
which are to be sold, conveyed, transferred and delivered
hereunder free and clear of all liens, encumbrances or changes;
including, but not limited to, evidence of compliance by SELLER
with all applicable bulk sales laws relating to the sale of
substantially all of the assets of any person.
(b) SELLER shall maintain all the Assets in good working order, ordinary
wear and tear excluded, prior to and including the Closing Date.
8. SELLER'S REPRESENTATIONS AND WARRANTIES SELLER hereby
makes the following representations and warranties to BUYER as of the Execution Date, and
acknowledges BUYER'S reliance thereon, and between the Execution Date, and the Closing
Date, SELLER shall take no actions that would render the representations and warranties made
by SELLER to BUYER untrue as of the Closing Date.
(a) SELLER is in compliance, in respect to the Assets, with all laws,
ordinances, statutes,. rules, regulations, orders, judgments and decrees of
all governmental authorities and courts.
(b) Except as set forth on Exhibit "D" there are no claims, actions, suits or
proceedings pending or threatened against or affecting the Business and/or
Assets, or any portion thereof, by any federal, state, county or municipal
department, commission, board, bureau, agency or other governmental
instrumentality. Any judicial proceedings will be finally dismissed and
terminated prior to Closing.
(c) There are no attachments, executions, assignments for the benefit of
creditors, or voluntary or involuntary proceedings in bankruptcy or under
any other debtor relief laws contemplated by or pending or threatened
against SELLER.
(d) After the Execution Date and prior to the Closing Date, SELLER shall
not create or voluntarily permit to be created any further liens, easements
or other conditions affecting all or any portion of the Assets without the
prior written consent of BUYER. SELLER has and will carry on the
Business in substantially the same manner as it has previously been
carried on and shall not institute any action or incur any liabilities after the
Execution Date not in the ordinary course of business.
(e) This Agreement constitutes a legally binding obligation of SELLER
enforceable in accordance with its terms and conditions. The execution
and delivery of this Agreement and the performance by SELLER will not
conflict with, result in a breach of, or cause a default under any agreement,
order of court of other restriction to which SELLER is subject or by
which SELLER is bound.
(fl SELLER has not contracted and shall not contract to sell, transfer, pledge
or mortgage to any third party all or any part of the Business agreed to be
sold herein, except to the extent of liens to secure financing which will be
removed on or before the Closing Date.
(g) All taxes, statutory contributions and payroll that may be or become due
and payable, of whatever nature, whether due and owing either as a result
of this transaction, have been or will be paid by SELLERS.
(h) As of the Closing Date, SELLER will have good and marketable title to
each Asset, free and clear of all liens, security interests, encumbrances and
liabilities, and all such Assets are in good repair and condition and are
suitable and sufficient for the conduct of the Business, and shall remain so
through the Closing Date, normal wear and tear excepted.
(i) SELLER shall indemnify and hold BUYER harmless for any breaches of
these warranties.
9. BUYER'S REPRESENTATIONS AND WARRANTIES BUYER represents
and warrants as follows:
This Agreement constitutes a legally binding joint and several obligation
of BUYER enforceable in accordance with its terms and conditions. The
execution, delivery and performance by BUYER of its obligations
hereunder will not conflict with, result in a breach of, or cause a default
under any agreement, order of court or other restriction to which BUYER
is subject.
10. CONDITIONS TO BUYER'S CLOSING All obligations of BUYER hereunder
are subject to fulfillment of the following conditions on or before the Closing Date.
(a) All of SELLER'S representations and warranties herein are true,
complete and accurate as of the date hereof or except as disclosed to
BUYER in writing prior to the Execution Date, and SELLER shall take
no action which would render such representations and warranties untrue
as of the Closing Date.
(b) The Uniform Commercial Code and general lien and judgment search to
be conducted by BUYER shall show that the Assets are free and clear of
all liens, security interests, encumbrances and liabilities, except to the
extent to secure financing, which will be removed or transferred to
BUYER on or before the Closing Date.
(c) No law, rule, regulation, order, writ or judgment of any court, arbitrator or
other agency of government shall have prevented or prohibited the
consummation of the transactions contemplated hereby.
11. CONDITIONS TO SELLER'S CLOSING All obligations of SELLER
hereunder are subject to fulfillment, prior to or on the Closing Date, of the following conditions:
(a) All representations, warranties, covenants and statements given by
BUYER are true, complete and accurate from and after the Execution
Date to and including the Closing Date and shall survive the Closing.
(b) BUYER shall have complied with all of its obligations hereunder required
to be performed prior to or at Closing.
(c) No law, rule, regulation, order, writ or judgment of any court, arbitrator, or
other agency of government shall have prevented or prohibited the
consummation of the transaction contemplated hereby.
12. FAILURE OF THE CONDITIONS In the event that the SELLER or the
BUYER fails to fulfill any of the conditions precedent to the transactions contemplated herein,
the BUYER, in the case of the failure of the SELLER to fulfill any condition precedent, owed to
such parry, may declare this Agreement null and void or may waive the fulfillment of such
condition. If a party declares this Agreement null and void because a condition precedent has
not been fulfilled, such party shall be permitted to bring an action against the other party for any
damages incurred, but only to the extent such failed condition was a result of a breach of this
Agreement by the other party.
13. RISK OF LOSS SELLER assumes the risk of loss, damage, or destruction
resulting from fire or other casualty prior to Closing. In the event of loss, damage, or destruction
resulting from fire or other casualty prior to Closing, BUYER shall have the option of affirming
this Agreement without reduction in the Purchase Price provided that SELLER assigns or pays
over to BUYER all insurance proceeds attributable to the loss or damage of such items. Said
option shall be exercised no later than thirty (30) days after written notice from SELLER to
BUYER of the event of the loss or damage.
14. AMENDMENT AND MODIFICATION This Agreement may not be amended,
modified or supplemented except by a written instrument executed by each of the parties hereto.
15. PRIOR AGREEMENTS SUPERSEDED This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements and undertakings with respect to the matters covered hereby. There are no
representations, promises, warranties, covenants or undertakings with respect to the matters
covered hereby other than those expressly set forth herein.
16. NOTICES All notices and communications hereunder shall be deemed to be
duly given if mailed by certified mail, return receipt requested, to the parties at their respective
addresses indicated below:
Buyer: Williams, LLC
c /oRandy M. Williams
19 Mead Drive
Carlisle, PA 17013
Seller: Ronald L. Tanger & Marie M. Tanger
102 East Springville Road
Boiling Springs, PA 17007
17. WAIVER The failure of any party to seek redress for violation of or to insist
upon strict performance of any covenant or condition of this Agreement shall not be considered a
waiver, nor shall it deprive that party of the right thereafter to insist upon strict adherence to that
or any other term of this Agreement.
18. ASSIGNMENT This Agreement is not assignable by either of the parties.
19. BINDING EFFECT This Agreement shall insure to the benefit of and be binding
upon the parties hereto, their respective heirs, representatives and successors.
20. GOVERNING LAW This Agreement shall be governed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania.
21. REMEDIES AND RIGHTS NOT EXCLUSIVE No remedies or rights herein
conferred upon or provided to SELLER or BUYER are intended to be exclusive of any remedy
or right provided by law, but each shall be cumulative and shall be in addition to every other
remedy or right given hereunder or now or hereafter existing at law or in equity, including
specific performance, of by statute.
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WITNESS the following signatures and seals.
WITNESSES: "SELLER"
RONALD L. TANG
'yM_&A- — 'Yn • SEAL
MARIE M. TANGE
"BUYER"
WILLIAMS, LLC
V SEAL
RAN . WILLIAMS, Member
G:D Miller/Forms /Asset Purchase Agreements /Asset Purchase Agmt (Tanger's Appliances)
ASSET PURCHASE AGREEMENT
LIST OF EXHIBITS
Exhibit "A" Assets
Exhibit "B" Purchase Price Allocation
Exhibit "C" Bill of Sale
Exhibit "D" Litigation of Seller
Exhibit " E " Lease
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EXHIBIT " A " j
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ASSETS
Inventory
2 page Furniture & Equipment Inventory attached hereto
Trade Name — "Tanger's Appliances"
S, a
I
FURNITURE & EQIPMENT INVENTORY
1998 ISUZU DIESEL TRUCK WITH 8X18 BOX AND ELECTRIC LIFT GATE
I
1995 GMC PICKUP TRUCK WITH BOSS SNOW PLOW
1997 BATTERY POWERED CLARK LIFT TRUCK W /CHARGER SUPPLY, MODEL
TMG155
TORO RIDING MOWER
TELEPHONE SYSTEM
CREDIT CARD PROCESSING MACHINE
COPIER, TOSHIBA MODEL 2060
CASH REGISTER
OFFICE FURNITURE- DESK - CHAIRS FILE CABINETS
MONITORED FIRE AND INTRUSION SYSTEM
4 CAMERA VIDEO SURVALIANCE SYSTEM
25 CU FT LG REFRIGERATOR IN BREAK ROOM
COUNTER TOP SHARP MICROWAVE IN BREAK ROOM
KITCHEN TABLE W/4 CHAIRS IN BREAK ROOM
FAX MACHINE
4 COMPUTERS
1 DELL LAPTOP COMPUTER
1 DOT MATRIX PRINTER
1 HP INKJET PRINTER
1 DELL LASER PRINTER
1 POWER LIFT DOLLY, POWER MATE, MODEL Ll
2 STANDARD DOLLY'S
1 STEEL (NAVY DUTY) DOLLY
OUTDOOR ELECTRONIC SIGN WITH WIRELESS PROGRAMABLE FEATURE
18 CU FT WHIRLPOOL LOANER REFRIGERATOR
MISC HAND TOOLS
PRICE TAG PRO REMAINING MONTHS ON SUBSCRIPTION (NOT PART OF PACKAGE)
EXHIBIT «B»
PURCHASE PRICE ALLOCATION
Inventory To be Determined
but estimated at $64,000.00
Furniture and Equipment .................................... ............................... $21,000.00
(See list attached as Exhibit "A")
ElectronicSign .................................................... ............................... $15,000.00
BoxVan .............................................................. ............................... $18,000.00
Goodwill............................................................. ............................... $20,000.00
TOTAL PURCHASE PRICE ........................ ............................... $138,000.00
EXHIBIT "C"
BILL OF SALE
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that pursuant to that certain Asset
Purchase Agreement (hereinafter referred to as "Agreement ") dated October 2011,
RONALD L. TANGER and MARIE M. TANGER, individually and t/d/b /a TANGER'S
APPLIANCES, having its principal place of business at 1743 West Trindle Road, Carlisle,
Pennsylvania 17015 (hereinafter referred to as "SELLER") for and in consideration of the
Purchase Price paid under the Agreement by WILLIAMS, LLC (hereinafter referred to as
"BUYER "), at or before the sealing and delivery of these presents, the receipt of which is hereby
acknowledged, has granted, bargained, sold, released and confirmed and by these presents does
grant, bargain, sell, release and confirm unto the BUYER, his successors and assigns, all the
personal property as more specifically described in Exhibit "A" attached to the Agreement
(hereinafter after referred to as "Property "), TO HAVE AND TO HOLD the Property.
AND the SELLER, for themselves, their heirs, administrators, representatives,
successors and assigns, hereby covenants that they are the lawful owners of the Property, and
that they shall and will and forever defend by these presents the same and every part thereof unto
the BUYER, his heirs, administrators, representatives, successors and assigns, from and against
all persons whomsoever.
d-
!
WITNESS the due execution and sealing hereof the day of October, 2011.
WITNESS:
_
R0!NA1 D L. T GER
Alvl
MARIE M. TANGER
EXHIBIT "D"
LITIGATION OF SELLER
NONE.
EXHIBIT "E"
LEASE
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NOTE
October 2011 $49,000.00
1. BORROWER'S PROMISE TO PAY
In return for a loan that I have received, and intending to be legally bound, the
ukidersigned Borrower promises to pay to the order of the Lender in lawful money of the United
States $49,000.00 (hereinafter called "principal "), plus interest as stated herein, to the order of
the Lender. The Lenders are RONALD L. TANGER and MARIE M. TANGER, husband
and wife. I understand that "the Lenders may transfer this Note. The Lenders or anyone who
takes this Note by transfer. 'and who is entitled to receive payments under this Note are
collectively called the "Note Holder."
2. INTEREST
The unpaid Principal Sum shall accrue interest at a per annum rate of 4.000 %.
The interest rate required by this Section 2 is the rate I will pay both before and after any
default described in Section 6(B) of this Note.
3. PAYMENTS
(A) Time and Place of Payment
Commencing on or before November 1, 2011, I will make my payment at 102 East
Springville Road, Boiling Springs, PA 17007, or at a different place if required by the Note
Holder.
(B) Amount of Payment
My payments will be in the amount of Nine Hundred Ninety -Three and 03/100 Dollars
($993.03) due on or before the first day of each month. Payments made with respect to this Note
shall be applied first to accrued and unpaid interest, next to principal, next to late charges, and
finally to expenses.
(C) Maturity Date.
The Maturity Date is April 1, 2016. The final installment due on the Maturity Date shall
be in an amount equal to the outstanding Principal together with all other amounts outstanding
hereunder including, without limitation, accrued interest, costs and expenses. PLEASE NOTE
THAT THE FINAL INSTALLMENT OF PRINCIPAL SHALL BE HIGHER THAN
EXPECTED IF A PAYMENT IS RECEIVED AFTER THE DUE DATE.
4. BORROWER'S RIGHT TO PREPAY
I have the right to make payments of principal at any time before they are due. A
payment of principal only is known as a "prepayment." When I make a prepayment, I will
advise the Note Holder in writing that I are doing so.
I may make a full prepayment or partial prepayments without paying any prepayment
charge. The Note Holder will use all of my prepayments to reduce the amount of principal that I
owe under this Note. If I make a partial prepayment, there will be no changes in the due date or
in the amount of my payment unless the Note Holder agrees in writing to those changes.
5. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan charges, is finally
interpreted so that the interest or other loan charges collected or to be collected in connection
with this loan exceed the permitted limits, then: (i) any such loan charge shall be reduced by the
amount necessary to reduce the charge to the permitted limit; and (ii) any sums already collected
from me which exceed permitted limits will be refunded to me. The Note Holder may choose to
make this refund by reducing the principal I owe under this Note or by making a direct payment
to me. If a refund reduced principal, the reduction will be treated as a partial prepayment.
6. BORROWER'S FAILURE TO PAY AS REQUIRED
(A) Late Charge for Overdue Payments
If the Note Holder has not received the full amount of the payment by the end of Ten (10)
calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of
the charge will be 5.00% of the monthly payment amount then due.
(B) Default
If I do not pay the full amount of the payment on the date it is due, I will be in default.
(C) Notice of Default
If I am in default, the Note Holder may send me a written notice telling me that if I do not
pay the overdue amount by a certain date, the Note Holder may require me to pay immediately
the full amount of principal which has not been paid and all the interest that I owe on that
amount. That date must be at least 30 days after the date on which the notice is delivered or
mailed to me.
(D) No Waiver by Note Bolder
Even if, at a time when I are in default, the Note Holder does not require me to pay
immediately in full as described above, the Note Holder will still have the right to do so if I are
in default at a later time.
(E) Payment of Note Holder's Costs and Expenses
If the Note Holder has required me to pay immediately in full as described above, the
Note Holder will have the right to be paid back by me for all of its costs and expenses in
enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for
example, reasonable attorneys' fees.
7. GIVING OF NOTICES
Unless applicable law requires a different method, any notice that must be given to me
under this Note will be given by delivering it or by mailing it by first class mail to me at the
Property Address above or at a different address if I give the Note Holder a notice of a different
address in writing.
Any notice that must be given to the Note Holder under this Note will be given by
mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or at a
different address if I are given a notice of that different address.
8. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person or entity signs this Note, each person or entity is fully and
personally obligated to keep all of the promises made in this Note, including the promise to pay
the full amount owed. The persons or entities signing this Note are jointly and severally liable
for the full sum due. Any person or entity who is a guarantor, surety, or endorser of this Note is
also obligated to do these things. Any person who takes over these obligations, including the
obligations of a guarantor, surety, or endorser of this Note, is also obligated to keep all of the
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promises made in this Note. The Note Holder may enforce its rights under this Note against each
person or entity individually or against all of them together. This means that any one may be
required to pay all of the amounts owed under this Note.
9. WAIVERS
I and any other person or entity who has obligations under this Note waive the rights of
presentment and notice of dishonor. "Presentment" means the right to require the Note Holder to
demand payment of amounts due. "Notice of dishonor" means the right to require the Note
Holder to give notice to other persons that amounts due have not been paid.
10. CONFESSION OF JUDGMENT
I HEREBY EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR
FOR ME OR THE ENTITY FOR WHICH I AM SIGNING BELOW AND, WITH OR WITHOUT
COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST US
IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE
HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION
OF THE GREATER OF TEN PERCENT (10 %) OF SUCH AMOUNTS, BUT IN ANY EVENT
NOT LESS THAN FIVE HUNDRED DOLLARS ($500), ADDED AS A REASONABLE
ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY
AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. I HEREBY FOREVER WAIVE AND
RELEASE ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL
RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY
STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH
JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE
DOCUMENTS EVIDENCING THE PAYMENT OBLIGATIONS. NO SINGLE EXERCISE OF
THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS,
SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH
EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT
THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM
TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE
LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE
HEREUNDER.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
3
WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED.
4 6' d l - (Seal)
RAN Y M. WILLIAMS, Borrower
WILLIAMS, LLC Az -
e llovo- m - AffIL (Seal)
M. WILLIAMS, Member
Address: 19 Meade Drive, Carlisle, Pennsylvania 17013
COMMONWEALTH OF PENNSYLVANIA
:SS:
COUNTY OF CUMBERLAND
On this day of nCl b 2011, before me the
undersigned officer personally appeared RANDY M. WILLIAMS, who is satisfactorily proven
to me to be the person whose name is subscribed to the within Note, and acknowledged that lie
executed the same for the purposes therein contained by signing his name.
IN WITNESS WHFOF, I hereunto set my hand and official seal.
COMMONWEAL OF PENNSYLV
Not M A cSM An ON
Martha L. N i OF
carllsle eoro, (SEAL)
my Cargo, 15
MEMBER, PENNS/IVANIA NOTARIES Nota ublic
COMMONWEALTH OF PENNSYLVANIA
:SS:
COUNTY OF CUMBERLAND
On this day of �(,�� 2011, before me the
undersigned officer personally appeared RANDY M. WILLIAMS, known to me (or
satisfactorily proven) to be a Member of WILLIAMS, LLC, and being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing his name on
behalf of the limited liability company.
IN WITNESS WHEREOF, I hereunto set y han d official seal.
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal (SEAT.,)
Martha L. Noel, Notary public
Carlisle soro, Cumberland county N to ubli
Mir Correr*sw Expires Sept 18, 2015
MEMBER, PENNSYLVANIA ASSO -1— OF NOTARIES
4
EXHIBIT "C"
1
DISCLOSURE STATEMENT
The undersigned, having read this document in its entirety, and fully understanding it,
hereby states, admits, acknowledges, and certifies the following:
1. I, as the Obligor, have this day signed a Promissory Note in which I promise to
pay to RONALD L. TANGER and MARIE M. TANGER, husband and wife, the sum of
Forty-Nine Thousand and no /100 ($49,000.00) Dollars.
2. The said Note gives the person who holds or owns the note the right to file and
enter judgment against me without any prior notice to me and without any right of formal
pleading, notice, or hearing before the entry of said judgment.
3. Such a judgment entered against me will automatically create a lien on all real
estate owned by me at that time, whether I own it now or acquire it later.
4. Such a judgment entered against me will entitle the person who owns or holds
such a judgment to issue execution against my property which can result in the Sheriff physically
attaching or taking possession of said property and selling it at a Sheriff's Sale.
5. That I will be compelled and required to hire an attorney to file formal documents
to open or strike such a judgment if I have a valid defense to the action taken against me, and
without those documents being filed, I will not have a right to a hearing or trial on such judgment
matter.
6. That I have an income which is at least $10,000.00 per year.
ADDRESS: 19 Meade Drive, Carlisle, PA 17013
WITNESS:
(SEAL)
RANDV M. WILLIAMS
WILL S, LLC
G'?` (�C v -��
(Seal)
.o ; � M. WILLIAMS, Member
"Obligor"
DATE: October G� , 2011
VERIFICATION
The foregoing document is based upon information which has been gathered by our
counsel and ourselves in the preparation of this action. We have read the statements made in this
document and they are true and correct to the best of our knowledge, information and belief. We
understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section
4904, relating to unsworn falsification to authorities.
RONALD L. T GER
MARIE M. TANG #,R
Date: 12/5/13
RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs,
NO. 2013 —�2 G CIVIL TERM
V .
CONFESSION OF JUDGMEN
RANDY M. WILLIAMS, -
a °... -..a..
Defendant. a m M r
NOTICE UNDER RULE 2958.1 cry
r—�
OF JUDMENT AND EXECUTION THEREON
NOTICE OF DEFENDANTS' RIGHTS
TO: RANDY M. WILLIAMS
A judgment in the amount of $ 35,216.54, plus interest, attorney's fees, other expense, and costs
has been entered against you and in favor of the Plaintiffs without any prior notice or hearing
based on a confession of judgment contained in a written agreement or other paper allegedly
signed by you. The sheriff may take your money or other property to pay the judgment at any
time after thirty (30) days from the date on which this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property from
being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT
AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON
WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
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 REDUCED FEE OR NO FEE.
Lawyer Referral Service
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249 -3166
(800) 990 -9108
Respectfully submitted,
IRWIN & McKNIGHT, P.C.
By: �&� A
Douglas M iller, Esquire
Supreme Court ID No. 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249 -2353
Dated: December 5, 2013 Attorney for Plaintiffs
2
RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs,
NO. 2013 — r(214 CIVIL TERM
V .
CONFESSION OF JUDGMENT
RANDY M. WILLIAMS,
Defendant.
CERTIFICATE OF ADDRESSES
I hereby certify that the precise address of the Plaintiffs, Ronald L. Tanger and Marie M.
Tanger, husband and wife, is 102 East Springville Road, Boiling Springs, Pennsylvania 17007;
and that the last known address of the Defendant, Randy M. Williams, is 19 Meade Drive,
Carlisle, Pennsylvania 17013.
Respectfully submitted,
IRWIN & McKNIGHT, P.C.
By:
Doug as G. i er, Esquire
Supreme Court ID No. 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249 -2353
Dated: December 5, 2013 Attorney for Plaintiffs ' r" rn
cn j
CD F.,
RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs, /
NO. 2013 — �21 b CIVIL TERM
V .
CONFESSION OF JUDGMENT
RANDY M. WILLIAMS,
Defendant.
AFFIDAVIT OF NON - MILITARY SERVICE
TO THE PROTHONOTARY:
I do certify, to the best of my knowledge, information, and belief, that the Defendant in
the above - captioned matter, Randy M. Williams, is not presently on active or non - active military
status.
Respectfully submitted,
IRWIN & McKNIGHT, P.C.
By:
Douglas G. iller, Esquire
Supreme Court ID No. 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249 -2353 C aJ
Dated: December 5, 2013 Attorney for Plaintiffs -off
ae ;_--ji-
=70 �
cnr f C-) r
- US -� c
CD x'1
C } f41
RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs,
NO. 2013 — �e CIVIL TERM
V.
CONFESSION OF JUDGMENT
RANDY M. WILLIAMS,
Defendant.
TO: RANDY M. WILLIAMS
You are hereby notified that on December S , 2013, judgment by confession was
entered against you in the sum of $ 35,216.54, plus interest at the rate of 4.000% per annum on
the principal owed, costs of suit, and reasonable attorney's fees of ten percent (10 %) together
with any other expenses, fees, and costs to which the Plaintiff may be entitled through the date of r
payment, including on and after the date of entry of judgment on e C lain he above -
captioned case.
DATE: December, 2013
Prothonotary
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Lawyer Referral Service
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249 -3166
(800) 990 -9108
1 hereby certify that the following is the address of the Defendants stated in the certificate
of residence filed concurrently herewith:
Randy M. Williams
19 Meade Drive
Carlisle, Pennsylvania 17013
Douglas q. Miller, Esquire
Attorney for Plaintiffs
RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER,husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs,
NO. 2013—7216 CIVIL TERM
v.
CONFESSION OF JUDGMENT
RANDY M. WILLIAMS,
Defendant. .
RETURN OF SERVICE PURSUANT TO
PA.R.C.P. NO. 2958.1(c)
The undersigned, on behalf of the Plaintiffs, hereby files this Return of Service and
swears and affirms that the person or persons listed below was or were served pursuant to Pa.
R.C.P. No.: 2958.1(b) with the Notice of Judgment and Execution Required by Rule 2958.1 by
certified mail, return receipt requested, as provided by Pa. R.C.P. No. 403. A copy of the receipt
for certified mail is attached hereto.
Randy M. Williams
19 Meade Drive
Carlisle, Pennsylvania 17013
IRWIN & McKNIGHT, P.C.
AI, 61 It A.4 . •
Dou!as e. Miller, Esquire
Supreme Court I.D. No. 83776
60 West Pomfret Street
Carlisle, Pennsylvania 17013-3222 2' r='
717 249-2353
Date: December 10, 2013 Attorney for Plaintiffs ; ; .
r
„‹c_;; —o
7'
SENDER: COMPLETE THIS SECTION COMP1 7F T+-,', ',F( noN ON DE/.!VERY'
• Complete items 1,2,and 3,Also complete A. Sign),*
item 4 if Restricted Delivery is desired. Agent
• Print your name and address on the reverse X ice/ O Addressee
so that we can return the card to you. - ., C. Date of Delivery
• Attach this card to the back of the maiipiece, �
or on the front if space permits.
D. 3
D. Is deliv- , address different from item 1? O Yes
1, Article Addressed to: If YES,enter delivery address below: 0 No
Randy M. Williams fl1 2013
19 Meade Drive ttt
Carlisle, PA 17013
3, Service Type
ill Certified Mall E Express Mall
O Registered $I Return Receipt for Merchandise
O Insured Mail O C.O.D.
4. Restricted Delivery?(Extra Fee) O Yes
g. Articletsfutglfer; : t , E i 7012 3460 0002 1544 7716
(Transtetir6tiis6rrde'A j
I PS Form 3811,February 2004 Domestic Return Receipt 1o25s5-o2•M•1940,
U.S. Postal Service,
CERTIFIED MAIL,,, RECEIPT
`D (Domestic Mall Only;No Insurance Ce,•e,.7,2 v..,.,%.red)
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PS Form 3800,August 2006 See Reverse for Instructions
RONALD L. TANGER and • IN THE COURT OF COMMON PLEAS
MARIE M. TANGER, husband • OF CUMBERLAND COUNTY,
and wife, • PENNSYLVANIA
•
Plaintiffs
Q
V. • NO. 2013-7216 yrn r'
RANDY M. WILLIAMS • T,
Defendant • % OR ry
v .
..c
PETITION TO STRIKE, OR, IN THE ALTERNATIVE, TO OPEN JUDGMENT AND
REOUEST FOR STAY OF PROCEEDINGS
AND NOW, comes the Petitioner/Defendant, Randy M. Williams ("Williams"or
"Petitioner") by and through his counsel, Cunningham& Chernicoff, P.C., and submit this
Petition to Strike, or, in the Alternative, to Open Judgment and Request for Stay of Proceedings,
as follows:
I. BACKGROUND
1. Respondents are Ronald L. Tanger and Marie M. Tanger(collectively the
"Respondents"), adult individuals principally residing at 102 East Springville Road, Boiling
Springs, Pennsylvania 17007 in Cumberland County. Respondents are the Plaintiffs in the
above-captioned matter.
2. Defendant/Petitioner is an adult individual residing at 1188 Greenfield Drive,
Mechanicsburg, Cumberland County, Pennsylvania.
3. Petitioners seek to evoke the equitable and discretionary powers of this Honorable
Court to strike, or, in the alternative, to open that certain Judgment entered in this Court on or
about December 5, 2013 at docket number 2013-7216 (the "Judgment").
1
4. On December 5, 2013, Respondent filed a Complaint in Confession of Judgment
Under Pa.R.C.P. 2951 (the "Complaint") for the sum of$50,576.88.
5. The basis for the Complaint is the purported breach by Petitioner of a Promissory
Note dated October 21, 2011 (the "2011 Note") granted by Williams, LLC (the "LLC") and
allegedly by Williams, in favor of Respondent, in the amount of$49,000.00, under and pursuant
to an Asset Purchase Agreement between the LLC and Respondents (the "Agreement"). The
Note contains a clause which purports to authorize Respondent to confess judgment against the
signing party in the event of a breach thereof. Williams is not a party to the Agreement.
6. Respondents allege that the Note was signed by both Randy M. Williams in an
individual capacity and as a member of the LLC. Respondents further allege that, in conjunction
with the Note, on October 21, 2011, Petitioner signed a Disclosure Statement memorializing
Petitioner's alleged understanding of the provisions of the Note including the right of
Respondents to confess judgment.
7. In the Complaint, Respondents seek to impose a cost of$4,921.00 against
Williams for"unpaid, unsold and lost inventory" (the"Inventory Charges"). See Respondent's
Complaint, ¶15(g).
8. Williams, Petitioner's member, does not recall signing the Disclosure Statement
or the Note. Further, Williams does not recall the provisions concerning the confession of
judgment being explained to him.
2
II. PETITION TO STRIKE JUDGMENT.
9. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth
herein.
10. A petition to strike judgment operates as a demurrer on the record, and may be
granted"for a fatal defect or irregularity appearing on the face of the record." Resolution Trust
Corp. v. Copley Qu-Wayne Assocs., 546 Pa. 98, 106, 683 A.2d 269, 273 (1996).
11. In reviewing a petition to strike judgment, courts may consider all of the
documents filed by the judgment creditor, including the complaint. Id.
A. Petitioner does not owe any payment for inventory under the Note
12. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth
herein.
13. The Agreement sets forth two (2) components of the consideration to be allegedly
paid thereunder. The first component is for equipment and machinery. Such sum is
memorialized by the Note (the "Sale Consideration"). The second component of the
consideration is an additional sum for the sale of the inventory, which includes the Inventory
Charges. This sum is not memorialized by the Note.
14. Respondent's Complaint alleges that Petitioner is in default in the amount of
$4,921.00 for unpaid, sold, destroyed, and lost inventory. However, the only instrument upon
which Petitioners have issued a purported confession of judgment guaranteeing payment, the
Note, does not contain a warrant for payment of Inventory Charges and unpaid, sold, destroyed,
and lost inventory. The Note memorializes the amount owed for the sale consideration.
3
15. Therefore, Respondents have pleaded insufficient facts to warrant entry of
judgment in the amount $4,921.00 for the Inventory Charges. The confession of judgment is
only warranted for sums owed under the Note.
B. Petition did not knowingly grant the right for Respondent to confess judgment
against him
16. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth
herein.
17. The LLC and Williams do not recall the Note or the Disclosure of Rights. The
provisions as to the confession of judgment were not adequately explained (if explained at all),
and thus, no waiver as to the right to be sued by Respondents and be afforded an opportunity to
answer a Complaint before judgment is entered exists.
III. PETITION TO OPEN JUDGMENT
18. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth
herein.
19. A Petition to Open a Judgment is addressed to the equitable powers of the Court
and is a matter of judicial discretion. The Court will exercise this discretion when the Petition
has been promptly filed and a meritorious defense can be shown. See generally Schultz v. Erie
Ins. Exchange, 505 Pa. 90, 93, 477 A.2d 471, 472 (1984) citing Balk v. Ford Motor Co., 446 Pa.
137, 140, 285 A.2d 182 (1971).
20. In the current matter, the Instant Petition to Open was filed with this Court
promptly after receiving notice of entry of Judgment.
4
21. A meritorious defense to the Complaint can be shown, as more fully set forth in
this Petition.
22. Further, Williams does not recall signing the Disclosure Statement in conjunction
with the Note, which he is alleged to have signed on October 21, 2011, as per Paragraph 5 of
Respondent's Complaint.
23. In the event the judgment is not stricken,this Court should exercise its equitable
discretion to open the Judgment so as to allow Petitioner's meritorious defenses to be heard.
IV. REQUEST FOR STAY OF PROCEEDINGS
24. Petitioner hereby incorporates all of the above paragraphs as if more fully set forth
at length below.
25. Respondent has obtained the Judgment by confession.
26. The Judgment, for reasons stated above, should be opened to allow the Court to
determine the meritorious defenses of the Petitioner.
27. Failure to stay all matters, including without limitation, any levy or attachment,
would cause the Petitioner to incur unnecessary expense and unnecessary harm.
28. The harm that Petitioner would sustain far outweighs any potential injury that
would be incurred by the Respondent as a result of this stay of all proceedings until the this
Petition is heard.
WHEREFORE, Petitioners, Williams, LLC and Williams, LLC t/d/b/a Tanger's
Appliances, hereby respectfully request this Honorable Court strike the judgment docketed as set
forth above for lack of jurisdiction, or, in the alternative, open the judgment docketed as set forth
above so as to permit Petitioner's meritorious defenses to be heard, and that this Honorable Court
5
stay all proceedings in the interim. Furthermore, Petitioner respectfully requests this Honorable
Court grant him such further relief as is just and proper.
Respectfully Submitted,
CUNNINGHAM& CHERNICOFF, P.C.
By �^ ...
Robe E. Chernicoff, Esquire
PA Supreme Court ID No: 23380
Gina L. Lauffer, Esquire
PA Supreme Court ID No: 313863
CUNNINGHAM& CHERNICOFF, P.C.
2320 North Second. Street
Harrisburg, PA 17110
Telephone: (717) 238-6570
Dated: January , 2014
6
VERIFICATION
I, Randy M. Williams, the Defendant in the foregoing action, do hereby affirm that the
statements made in the foregoing are true and correct to the best of my knowledge, information,
and belief. I understand that this Verification is made subject to the penalties of 18 Pa. C.S.A.,
Section 4904, relating to unworn falsification to authorities.
CT
Date: 6 D`1 2 4 y
7/4
:y: Ra M. Williams
•
CERTIFICATE OF SERVICE
I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham& Chernicoff,
P.C., do hereby certify that a true and correct copy of the PETITION TO STRIKE, OR, IN
THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF
PROCEEDINGS in the above-captioned matter was sent first class U.S. Mail, First Class Mail,
postage prepaid on this date, to the following:
Douglas G. Miller, Esquire
Irwin& McKnight, P.C.
60 West Pomfret Street
Carlisle, PA 17013-3222
C 1 INGHAM & CHERNICOFF, P.C.
Date: January , 2014 By. ' /
Julieanne Ametrano
2320 North Second Street
Harrisburg, PA 17110
Telephone: (717)238-6570
F:\Home\GLAUFFER\DOCS\WILLIAMS.RANDY\Petition to Strike Judgment.wpd
RONALD L. TANGER and • IN THE COURT OF COMMON PLEAS
MARIE M. TANGER, husband • OF CUMBERLAND COUNTY,
and wife, PENNSYLVANIA
•
Plaintiffs '
•
. r
V. . NO. 2013-7216 7.°}rT "
RANDY M. WILLIAMS •
e''
Defendant :
RULE 0 SHOW CAUSE
AND NOW, this ,,S day of , 201 , it is hereby ORDERED that:
1. A Rule is issued upon Respondent to show cause, if any it has, why the Judgment
entered in the above-captioned matter should not be opened and the defenses of
the Petitioner be permitted;
2. TJ Respondent shall file an Answer to the Petition to Open Judgment within
days from the days of service upon the Petitioner;
3. The Petition shall be decided under Pa.R.C.P. 206.7;
.'t- .. . •ecom. - -. in •ayso is a. -,
5 nrm,ment shall hP hgld on room o.
of the Cnmherland County Courthouse;
6. Notice of the entry of this Order shall be provided to all parties by the Petitioner;
and
7. All proceedings, including all executions on the judgment docketed hereto are
stayed pending this Court's review and determination of the Petition to Open
Judgment and ruling thereon and the entry of an Order dissolving such Stay.
0-4)pi'es irLit.c4.
19411' :Lam' Thomas A. Placey
i//c./iy' Common Pleas Judge
RONALD L. TANGER and MARIE M. : IN THE COURT OF COMMON PLEAS OF
TANGER, husband and wife : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs,
NO. 2013—7216 CIVIL TERM
v. •
CONFESSION OF JUDGMENT �'
RANDY M. WILLIAMS, • - F- . -
nl *1 4' ie
Defendant. ' �-`{_-;
< > .„ r
PLAINTIFFS' ANSWER TO PETITION
TO STRIKE OR OPEN JUDGMENT z
_',
AND NOW this 14th day of February, 2014, come the Plaintiffs, RONALD L. TANGER
and MARIE M. TANER, by and through their attorneys, Irwin & McKnight, P.C., and
respectfully file this Answer to the Defendant's Petition to Strike, or in the alternative to Open
Judgment and Request for Stay of Proceedings, and in support thereof aver as follows:
1. The averments of fact contained in paragraph one (1) of the Petition are admitted.
2. After reasonable investigation Plaintiffs are without knowledge or information
sufficient to form a belief as to the truth of the averments contained in paragraph two (2) of the
Petition. To the extent a response is required the averments are specifically denied and strict
proof thereof is demanded at trial. By way of further answer, Plaintiffs last known address for
Defendant and the address upon which service was made upon Defendant was 19 Meade Drive,
Carlisle, Pennsylvania.
3. The averments contained in paragraph three (3) are conclusions of law to which
no response is required. To the extent a response is required the averments are specifically
denied and strict proof thereof is demanded at trial.
4. The averments contained in paragraph four (4) are denied as stated. It is admitted
that a judgment by confession and Complaint was filed against Defendant on December 5, 2013.
The remaining averments in paragraph four (4), including that the judgment amount against
Defendant was $50,576.88, are specifically denied and strict proof thereof is demanded at trial.
5. The averments contained in paragraph five (5) are denied as stated. The Asset
Purchase Agreement and Note referenced by Defendant in paragraph five (5) speak for
themselves and therefore no further answer is required. To the extent that a response is required,
it is admitted that Defendant executed the Note both individually and as a member of Williams,
LLC as part of the financing of the purchase of Plaintiffs' appliance business. The remaining
averments in paragraph five (5), specifically including any inference that Defendant did not sign
the relevant documents in his individual capacity, are specifically denied and strict proof thereof
is demanded at trial.
6. The Note and Disclosure Statement referenced in paragraph six (6) and attached
to Plaintiffs' Complaint speak for themselves and therefore no further answer is required. To the
extent that a response is required, it is specifically denied that Defendant's description of the
documents is complete and therefore the averments in paragraph six (6) are specifically denied
and strict proof thereof is demanded at trial.
7. The Complaint referenced in paragraph seven (7) and filed in this matter speaks
for itself and therefore no further answer is required. To the extent that a response is required, it
is specifically denied that Defendant's description of the document and nature of the sale of
Plaintiffs' appliance business is complete, and therefore the averments in paragraph seven are
specifically denied and strict proof thereof is demanded at trial
8. After reasonable investigation Plaintiffs are without knowledge or information
sufficient to form a belief as to the truth of the averments contained in paragraph eight (8) of the
Petition. To the extent a response is required the averments are specifically denied and strict
proof thereof is demanded at trial. By way of further answer, Defendant did consult with his
own legal counsel prior to signing the relevant documents and did in fact sign the documents as
represented by Plaintiffs.
2
RESPONSE TO PETITION TO STRIKE JUDGMENT
9. The answers provided by Plaintiffs in the foregoing paragraphs are hereby
incorporated into the following additional responses.
10. The averments contained in paragraph ten (10) are conclusions of law to which no
response is required. To the extent a response is required it is specifically denied that a "fatal
defect or irregularity" appears on the face of the record and strict proof thereof is demanded at
trial.
11. The averments contained in paragraph eleven (11) are conclusions of law to
which no response is required.
12. The answers provided by Plaintiffs in the foregoing paragraphs are hereby
incorporated into the following additional responses.
13. The averments contained in paragraph thirteen (13) are denied as stated. The
Asset Purchase Agreement and Note referenced by Defendant in paragraph thirteen (13) speak
for themselves and therefore no further answer is required. To the extent that a response is
required, it is admitted that Defendant executed the Note both individually and as a member of
Williams, LLC as part of the financing of the purchase of Plaintiffs' appliance business. The
remaining averments in paragraph thirteen (13), specifically including any inference that
Defendant did not sign the relevant documents in his individual capacity or that Defendant failed
to pay Plaintiffs his obligations under the aforesaid documents, are specifically denied and strict
proof thereof is demanded at trial.
14. The averments of fact contained in paragraph fourteen (14) are denied as stated.
The Complaint and Note referenced by Defendant in paragraph fourteen (14) speak for
themselves and therefore no further answer is required. To the extent that a response is required,
it is admitted that Defendant executed the Note both individually and as a member of Williams,
LLC as part of the financing of the purchase of Plaintiffs' appliance business. The remaining
averments in paragraph fourteen (14), specifically including any inference that Defendant did not
3
sign the relevant documents in his individual capacity or that Defendant failed to pay Plaintiffs
his obligations under the aforesaid documents, are specifically denied and strict proof thereof is
demanded at trial.
15. The averments contained in paragraph fifteen (15) are conclusions of law to
which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
16. The answers provided by Plaintiffs in the foregoing paragraphs are hereby
incorporated into the following additional responses.
17. After reasonable investigation Plaintiffs are without knowledge or information
sufficient to form a belief as to the truth of the averments contained in paragraph seventeen (17)
of the Petition. To the extent a response is required the averments are specifically denied and
strict proof thereof is demanded at trial. By way of further answer, Defendant did consult with
his own legal counsel prior to signing the relevant documents and did in fact sign the documents
as represented by Plaintiffs.
RESPONSE TO PETITION TO OPEN JUDGMENT
18. The answers provided by Plaintiffs in the foregoing paragraphs are hereby
incorporated into the following additional responses.
19. The averments contained in paragraph nineteen (19) are conclusions of law to
which no response is required.
20. The averments contained in paragraph twenty (20) are conclusions of law to
which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
21. The averments contained in paragraph twenty-one (21) are conclusions of law to
which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
4
22. After reasonable investigation Plaintiffs are without knowledge or information
sufficient to form a belief as to the truth of the averments contained in paragraph twenty-two (22)
of the Petition. To the extent a response is required the averments are specifically denied and
strict proof thereof is demanded at trial. By way of further answer, Defendant did consult with
his own legal counsel prior to signing the relevant documents and did in fact sign the documents
as represented by Plaintiffs.
23. The averments contained in paragraph twenty-three (23) are conclusions of law to
which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
RESPONSE TO REQUEST FOR STAY OF PROCEEDINGS
24. The answers provided by Plaintiffs in the foregoing paragraphs are hereby
incorporated into the following additional responses.
25. The averments of fact contained in paragraph twenty-five (25) are admitted.
26. The averments contained in paragraph twenty-six (26) are conclusions of law to
which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
27. The averments contained in paragraph twenty-seven (27) are conclusions of law
to which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
28. The averments contained in paragraph twenty-eight (28) are conclusions of law to
which no response is required. To the extent a response is required the averments are
specifically denied and strict proof thereof is demanded at trial.
5
WHEREFORE, Plaintiffs, Ronald L. Tanger and Marie M. Tanger, respectfully request
this Honorable Court to dismiss the Defendant's Petition, with prejudice, along with such other
and further relief as this Court deems just.
Respectfully submitted,
IRWIN & McKNIGHT, P.C.
By: 1 l #1.414 Dougi. G. tier, squire
Supreme Court I.D. No. 83776
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249-2353
Attorney for Plaintiffs
Date: February 14, 2014
6
VERIFICATION
The foregoing document is based upon information which has been gathered by our
counsel and ourselves in the preparation of this action. We have read the statements made in this
document and they are true and correct to the best of our knowledge, information and belief. We
understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section
4904, relating to unsworn falsification to authorities.
RONALD L. T GER
0. 5.
MARIE M. TANGEIZ
Date: 2/14/14
CERTIFICATE OF SERVICE
I, Douglas G. Miller, Esquire, do hereby certify that I have served a true and correct copy
of the foregoing document upon the persons indicated below both by email and by first class
United States mail,postage paid in Carlisle, Pennsylvania 17013, on the date set forth below:
Robert E. Chernicoff, Esquire
Cunningham & Chernicoff, P.C.
2320 North Second Street
Harrisburg, PA 17110
Date: February 14, 2014 IRWIN & McKNIGHT, P.C.
fiy, , s; ,A4At
Doug s G. ,i i11er, Esquire
Supreme Court I.D. No. 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013-3222
(717) 249-2353
Attorney for Plaintiffs
THE frROTH011i;
Mil APR -4 Ail 10: 56
RONALD L. TANGER and MARIE Mum- ' N
T
IIJ
ANGER, husband and wife, PEN 1SY V
Plaintiffs
v.
RANDY M. WILLIAMS,
Defendant 2013-07216 CIVIL TERM
Countp of Cumberlattb
IN THE COURT OF COMMON PLEAS
OF THE NINTH JUDICIAL DISTRICT
IN RE: DEFENDANT'S PETITION TO STRIKE, OR, IN THE ALTERNATIVE, TO
OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS AND
PLAINTIFFS' ANSWER TO PETITION TO STRIKE OR OPEN JUDGMENT
ORDER OF COURT
AND NOW, this day of April 2014, upon consideration of Defendants'
Petition to Strike, or, in the Alternative, to Open Judgment and Request for Stay of
Proceedings and Plaintiffs' Answer to Petition to Strike or Open Judgment, ARGUMENT
on the Petition is scheduled for 13 June 2014 at 11:30 a.m. in Courtroom No. 6 of the
Cumberland County Courthouse, Carlisle, Pennsylvania.
Briefs should be filed at least FIVE (5) DAYS before Argument. Both parties
should state their position on:
1) whether there is authority to confess judgment for each of the enumerated
amounts,
2) whether there was an enforceable agreement requiring Defendant to pay
Plaintiffs for the inventory items and how the amount to be paid should be calculated,
3) whether Paragraph 24 of the Commercial Lease Agreement should be
interpreted to allow confession of judgment for money damages or simply confession of
judgment for possession,
4) any other issues deemed material to the Petition to Strike, or in the Alternative,
Open Judgment.
Thomas A. Placey
Distribution List:
ouglas G. Miller, Esq.
....-.1‘bert E. Chernicoff, Esq.
C.P.J.
RONALD L. TANGER and IN THE COURT OF COMMON
MARIE M. TANGER, husband OF CUMBERLAND COUNT;
and wife, PENNSYLVANIA
tP
Plaintiffs
v. NO. 2013-7216
RANDY M. WILLIAMS
Defendant
NOTICE OF STAY
NOTICE IS HEREBY GIVEN that Randy Williams, above named Defendant, has filed
a Petition under Chapter 7 of the United States Bankruptcy Code to Case No. 1:14-bk-02699, in the
United States Bankruptcy Court for the Middle District of Pennsylvania, and as a result thereof, the
above -captioned action is stayed until further Order of the United States Bankruptcy Court. The
undersigned executes this Notice for purposes of giving notice only, and the providing of this Notice
is not intended to enter an appearance in the within case.
Date: June 10, 2014
Respectfully submitted:
CUNNINGHAM & CHERNICOFF, P.C.
Robert E. Chemo " E . uire
Attorney I.D. No. 233
2320 North Second Street
P. O. Box 60457
Harrisburg, PA 17106-0457
(717) 238-6570
F:\Home\SJO\DOCS\WILLIAMS, RANDY & HEATHER\Pleadings\Cumberland County\Notice of Stay.wpd
CERTIFICATE OF SERVICE
I, Joanne M. Bartley, with the law firm of Cunningham & Chernicoff, P.C., hereby
certify that on June 10, 2014, a true and correct copy of the attached Notice of Stay was
served by first-class mail, postage prepaid, as follows:
Douglas G. Miller, Esquire
Irwin & McKnight
60 West Pomfret Street
Carlisle, PA 17013-3222
anne M. Bartley
Assistant to Robert E. Chernicoff, Esquire