Loading...
HomeMy WebLinkAbout05-4627 Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v. Munir Doumeh Individually, jointly and severally, DEFENDANT ,2005 and No.O)- l(~~7 Suhrand Saleh Individually, jointly and severally, DEFENDANT and Bellmont Express Mart, LLC, d/b/a Express Mart Convenience Corporation DEFENDANT CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the compliant filed in this action, I appear for the Defendants and confess judgment in favor ofthe Plaintiff and against the Defendants as follows: Principal: Interest: Lost Fee Income: Attorney Fees: Total: $14,544.73 $ 3,534.53 $ 5,745,60 $ 4,363.42 $28,188.28 ~~4:- Kevin . utkins, Esq. Attorney for Defendants Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v, Munir Doumeh Individually, jointly and severally, DEFENDANT ,2005 and No. Suhrand Saleh Individually, jointly and severally, DEFENDANT and Bellmont Express Mart. LLC, d/b/a Express Mart Convenience Limited Liability Company DEFENDANT NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. PROTHONOTARY. If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, P A 17001-8863 (800) 543-8207 Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v, Munir Doumeh Individually, jointly and severally, DEFENDANT ,2005 and No. {I,'j-'1r...2 7 Suhrand Saleh Individually, jointly and severally, DEFENDANT and Bellmont Express Mart, LLC, d/b/a Express Mart Convenience Limited Liability Company DEFENDANT COMPLAINT IN COFESSION OF JUDGMENT FOR MONEY I. Plaintiff is Merchants Express Money Order Company (hereinafter "MEMO"), a Pennsylvania Corporation wholly owned by the Pennsylvania Food Merchants Association that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043, 2, Defendant Bellmont Express Mart. LLC, (hereinafter "Bellmont" or "Express Mart"), is a limited liability company doing business as Express Mart Convenience and whose address is 6021 Belmont Road, Richmond, Virginia, 23234, 3. Defendant Munir Doumeh (hereinafter "Dourneh"), is an individual residing at 4049 Chippendale Road, Richmond, Virginia, 23223 and is the husband of Defendant Suhrand Saleh. 4, Defendant Suhrand Saleh (hereinafter "Saleh"), is an individual residing at 4049 Chippendale Road, Richmond, Virginia, 23223 and is the wife of Defendant Doumeh. 5. Defendants Doumeh and Saleh are the owners of Defendant Bellmont, and entered into the Trust Agreement on behalf of said Defendant on or about April 20, 2004. A true and correct copy of the Trust Agreement under which Defendants Doumeh, Saleh and Bellmont are confessing jUdgment is attached hereto as Exhibit "A". 6. Defendants Doumeh and Saleh, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Bellmont, entered into the Personal Indemnity and Guaranty on or about April 20, 2004. A true and correct copy of the Personal Indemnity and Guaranty under which Defendants Doumeh and Saleh are confessing Judgment is attached hereto as Exhibit "B". 7. The forgoing judgment against Defendants Doumeh, Saleh, and Bellmont, is not being entered by confession against a natural person in connection with a consumer credit transaction. 8. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. 9, The Plaintiff has not entered jUdgment against Defendants in any jurisdiction for the unpaid sum of$28,188.28 or any additional amount for a total of the debt demanded here. 10, The Defendants jointly and severally acted as selling agents for Plaintiff from April 20,2004, until March 1,2005. 11. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale of money orders, including money order fees (hereinafter "trust funds"), separate and apart from other funds of the Defendant for collection by the Plaintiffthrough electronic or other means. 12. The Plaintiff attempted to collect the trust funds from Defendants on December 7 and December 12,2004, through an Automated Clearing House (hereinafter "ACH") method. 13, The Plaintiff, or its designated check-clearing banking center did not receive the payment of the trust funds on December 7 and December 12, 2004 as required by the Trust Agreement and the Remittance by Electronic Funds Transfer agreement (hereinafter "Rider"), A true and correct copy of the Rider is attached hereto as part of the Trust Agreement in Exhibit "A". 14. The failure of Plaintiff or its designated check-clearing banking center to receive trust funds from the Defendant in accordance with the Trust Agreement and its Rider constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 15. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: Interest: Lost Fee Income: Attorney Fees: Total: $14,544.73 $ 3,534,53 $ 5,745.60 $ 4,363,42 $28,188.28 16. The Defendants' most recent estimated IO-week sales average equaled 126 money orders causing Plaintiff Lost Fee Income of$5,745.60 as a result of Defendants' default. 17, Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 18. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of$28,188.28, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs, ~~ Attorney for Plaintiff Attorney ID: 76859 VERIFICATION The undersigned individual hereby states that he/she is an employee ofthe Pennsylvania Food Merchants Association with the authority to verify the statements contained in the foregoing complaint involving its wholly owned subsidiary, Merchants Express Money Order Company. The undersigned individual also states that the statements made in the aforementioned complaint are true and correct to the best ofhislher knowledge, information, and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa, Cons. Stat, 94904 relating to unsworn falsifications to authorities. n;;W B:) tJ - r2d- Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v, Munir Doumeh Individually, jointly and severally, DEFENDANT ,2005 and No. Suhrand Saleh Individually, jointly and severally, DEFENDANT and Bellmont Express Mart. LLC, d/b/a Express Mart Convenience Limited Liability Company DEFENDANT AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYL VANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee ofthe Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express Money Order Company, a wholly owned subsidiary of the Pennsylvania Food Merchants Association. The undersigned also states that to the best of my knowledge, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, or erwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress f 40 as amended. SWORN to and subscribed before me this (p''' , day of ypivlh~' 2005, -;;;1J~ P ~~ Nt P lic " COMMONWEALTH OF PENNSYLVANIA NotaI1aI Seal Jennifer R Hamelin, NolaJy PuI:JIic ~ Boro. CIrnllen8nd County My CommisSion El<Ili8s JUy 12, 2008 Member. Pennaytvonlo ""_ 01 Notaltes Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v. Munir Doumeh Individually, jointly and severally, DEFENDANT ,2005 and No. Suhrand Saleh Individually, jointly and severally, DEFENDANT and Bellmont Express Mart. LLC, d/b/a Express Mart Convenience Limited Liability Company DEFENDANT AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express Money Order Company, a wholly owned subsidiary ofthe Pennsylvania Food Merchants Association. The undersigned also states that the address of the Plaintiff is: 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043 and that the addresses of the Defendants are as follows: Bellmont Express Mart. LLC 6021 Belmont Road Richmond, VA 23234 Munir Doumeh 4049 . endale Rd. Richm nd, VA 23223 Suhrand Saleh 4049 Chippendale Rd. tJ ~23223 SWORN to and subscribed before me this { t , day of ~~ ~';Ar lfArnJYr- ot ry ublic . COMMONWEALTH OF PENNSYLVANIA Notarial Seal JOI'1I'ifer R. Hameln, Notary Public Worm~ Boro, Clrn_ C<lunty My CcmmII8Ion Elqllres JUy 12, 2008 Member. Pennlylvlnll A'loctltlon Of Notaries EXHmIT A MERCHANTS EXPRESS MONEY ORDERCOMPANY/MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INCI MEMO MONEY ORDER COMPANY OF NY, INC. PERSONAL MONEY ORDER TRUST AGREEMENT TI-rr$ AGREE~IENT is rT'I:l.de bctwem i\IERCHi\NTS EXPRESS MONEY ORDER COlvfPANY. d/b/a1I5.\IO, 1IEMO MONEY ORDER COMPANY, d/b/a1rIEMO, 1lERCHANTS E.XPRESS USA, INC d/b/a ~IEMO, Penf):;ylvania Corporations or 1!E!\IO 1IOt'-JEY ORDER COlvfPi\NY OF NEW YORK. INC., d/b/a .MEMO, a Nt,:w York Corporation, or my subsidiary d/b/a! MEMO ('MEMO') and the individuaJ(s) and! or crltities identified. below, hereafter referred to 'JS T rustee(s). In con:;ideration of the mutual promises contlined in this agreement and intending to be legally bound hereby, the parties agree as follows: 1. Agency. 1lBvfO appoinlS Trustee to act as a ~'Pecial agent of MEMO ;1ccach of Trustee's retail estlblishmencs approved for me sale of money orders ~i.led by rvfEMO. Trustee accepts ~1..lch appointment in accordance with the teIms and conditions specified in this Agreement and in the att::Lched Rider herein incotpomted and made a part hereof. 2 Trost Relationship. Trustee shaD receive and hold in trust for lvffiMO all blank money orders delivered to Trustee by 1IEMO and all money received by Trustee from the sale of money 0Iders, including without limitation the money order fees est:1blished by ME!>vlO from time to time ("tIw.-c funds"). Trustee shall hold the I:n.1st funds sepamte and apart from other funds of Trustee. 3. Money Order Fees. In consideration of the services rendered to Trustee by iv!EMO, Trustee shall pay i\IEMO a fee C~loney Order Fees'') specified in the attnched Dder. Money Order Fees may be modified by MEMO at any time upon thirty (30) days prior notice to Trustee. 4. Materials Supplied by MEMO. For the sole ptupose of selling monq orders PUt:i1.W1t to this Agreement, ~1E.J.\IO will ~"Upply Trustee with the following: A An adequate ~'Upply of blank money orders, serially numbered and consisting of two or three parts: The first part being the money order instrument itself (stub/purchaser's receipt with two part); the second part being the accolU1ting (score) copy; and the third part being the purchaser's copy \"ith a three parr foan B. An agency .instillation folder conmining adequate ~'Upplies of money order reporting farrru;, mailing labels, lost money order claim cards, stop payment foans and variou:; other foans nece:>.~ary far the cantinuo\..L'i and on-going operation of a money order progrnm Furthermore, Trustee::tgrees to comply with ulI. Federal and State regulations goveming runency tr'JnSaction reportS and for record keeping. C. A money order imprinter of the quality neceisary to imprint the money order dollar value firrnly into the money order SO:lS to inhibit the alteration of any item. Money order imprinters sh:ill be of two different types consisting ofbach electronic money order ~"pensers and manual money order imprinters. At i\IEMO's sole discretion, either type of dispenser shall. be issued to agent Manual money order di:.-pensers shall conmin an identify1ng place. which shall read "MElvIO" followed by the Trustee J.D. number. Electronic: money order di.spensets shall be progr:ammed by MEMO to indicate Trustee 1.0. number on imprinted money orders. Such money order imprinters shall at all times continue to be the sole property of MEMO and shall not be removed from the Trustee's ret:l.il establishment where it was originally instal.led by MEMO. Any other money order di:.pensers not owned by l-.fEMO and used by Trustee to imprint money orders must be approved by MEMO. D. Such ndvertisingmatez:ial:lS MEMO in its sole discretion shall determine. 5. Right to an ACCOWlting. Nocwithsrnnding any other provision of this Agreement, tvIEMO shall have the right, at: all reasonable times, with or without notice. to access Trustee's premises and to inspect and p<.--rtorm an :lCcounting of, or cause its employees or <1g01ts to in:.-pect and perform an accounting of, the cash receipts, Monq Order Fees, the accounting (store) copies of money orden; sold and the T rustce's inventory of unis~ued money order:;. A charge will be assessed against Trustee to recO\"Cr e.\.-penst.'$ inaured by MEMO when an audit is made due to T rusree's breach of chis Agreement or if the audit discl~e:; a breoch. (See audit fee/penalty fee schedule). G. Rules and Regulations. Trustee shall comply with the following rule:; and regulation....: A No money order shall be issued or sold to anyone in payment of any obligation of Trustee ar u.sed in any manner for T rostee's own purposes, except as allowed by MEMO. B. Only atSh shall be accepted as payment for money orders is~'Ued or sold No chc;l;k or other paper t:r:lnSmitted or dtposited by Trustee to or for MELvIO shall constitute a remtt:lnce to MillvfO until actually collected, MEMO to have the option in each case:lS to whether to deposit any such paper for collection C T IUStee shall safeguard all unissued money orders and the money order imprinter with the highest: degree of care. The care exercised in regard to money orders shall be at least as that applicable to cash. Trustee shall report to 1-'fEMO the serial number of each mc'n''Y order stolen or rnissing and ulI. other information relating to the event, immediately upon discovery- of the fuct, but in any event not later than twenty-four (24) hours prior to the money orders beingpresenred forpayrnent to MEMO so that payment c:tn be stopped on such missing or stolen money orders. Such report shall be by telephone md immediace1y confumed in writing. Trustee shall be soldy respOOS1ble for all losses arising from, and shall indemnify MEMO and hold harmless regarding any and all stolen or missing money oroen; as well as any money order imprinters issued to Trustee. Furthennore, Trustee shall be responsible for repair or rephcerrcnt of any is~ued money order dispensers stolen or damaged:lS a result of misuse, negligence, abuse, fire or otherwise. Said re~-ponsibility and liability ofTIUStee shall not be limited by Trustee's compliance with the safeguarding care. and reporting obligations set forth in chis par.tgmph D. Tru.~cee shall at all times maintain a sound financial position and provide current 6n:mcial information to ~1EMO as requested by MEMO. Trustee shall conductoper:uions so that the funds generated from the sale of money orden; will not be in jeopardy nor seem in the opinion of a reasonable person to be in jeopardy and shall cease the ll;;,'UaIlce of IllOI1e}' orders and notifjr M:&\IO immediately, should ~uch jeopardy arise. Notification to M:&vIO shall be mule promptly by telephone and irnrnediarely confurned in writing. "Sound Financinl Condition" sh:ill mean that there has been no material adverse change in the buiine;s, operations, condition (financial or otherwise) orpm.-peas of the Trustee and that neitl1erTruscee arany Guarnntor ha:; become insolvent, generally I.lruI.ble to pay its debts as they become due, involunt:a.rily suspended Ir.lnsaction ofies business, made ageneraJ assignment for the bene6tof creditors, instituted a proceeding described in Paragr.lph 7B or consented to any ~"Uch order for relief, declaration, finding or relief described therein, insticute a proceeding described in Paragmph 7B Of consented co any such appointment or to the talcing of possession by any ~"Ud1. official or all or any substnntial pnrt of its property, whether or not my such proceeding is instituted, or has taken any action in furthernnce of any of the foregoing. A lack of sound financial condition shall also include when TtUStee fuils to pay, on the dare which the stlme is due, any sum paynble hereunder or fuils to pay ies creditors generally or makes representu:ions to MEMO or to other creditors that it must delay any such payment under conditions which, in the sole discretion of1ffiMO, it appears that Trustee is no longer in a sound linancial condition E. Trustee shall provide MEMO by facsimile transmittal or registered rrmil three (3) weeks advfmce notice of proposed change(s) in the ownen;hip of either Trustee's business, the management of Trustee's business, the sale of fifty-one percent (51"/11) or more of Trustee's assets, or the entry" into or termination of business affiliated with Trustee. Transactions included within this paragraph 6(E) include transfer of stock of Trustee, sale of parcnen;hip, interests, limited liability company or partnership's interest or any similar transaction which effects :l change in ownership or control of Trustee. No such transaction shall be approved until any successor entity, if any, has entered into appropriate documentation. including a trust agreement. No transaction, discussed in this subparngraph, shall be effective without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction with MEMO approval shall be void, ab initio as to MEMO. If Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by che Agreement. Any change of ownership or other assignment within the meaning of chis paragraph shall bind Trustee's successor or :lSsignee to the terms and conditions oftlW; Agreement. F. At Trustee's retail establishment where money orders are sold, Trustee shall sell only MENlO money orders. G. Trustee shall sell MELvIO monq orders only at Trustee's ~-pecificilly approved places of business or future place of business as approved by MELvIO. H. Trustfe shilllremain open during the course of notmal business hours for the dur.uion ofchis agreement Failure to do so sh::ill.constitute a breach of this agreement 7. Tenn of Agreement. The teIm of this Agreement shall run for a periOO of live (5) years from the date of this Agreement and shall renew automatically for ~'Uccessive five (5) ye::lt periods. After the initial /i\-"e-year teIm of chi:; Agreement, Trustee may teaninate this Agreement upon sL'I: (6) months prior written notice to 1-lEMO, and. J\-IEMO may terminate this Agreement upon si:ay (60) clays prior written notice to Trustee. In the event Trustee does not provide proper termination notice, Trustee shall be re~-ponsible for lost fee income to t'v1EMO for the dur:uion of the contract in effect Fee income shall be cala.iliu:ed using Trustees f1'lOl:it recent 10-week sales averuge. Notwithstnnding the foregoing 1-lEMO may tenninate this Agreement at any time, irnrnediatety and without notice, and/or enter judgment according to the provisions ofPar.1grnph 11 hereof, upon the happening of any of the following events: i\1EMO or its designated check-clt:aring banking center does not receive the accounting documentation or payment of crust funds (mcluding money order sales proceeds and money order feeo), within the time period and on the tt."l'InS ~-pecified in the Rider to this Agreement B. Trustee or any Guar:mtor commits any ace of insolvency, or upon the filling by T rustec or -.my GlUI'antor of any petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief or, or relating to debtors; or the filling of any involuncuy petition agan.. Trustee lU1der any bankruptcy stanlte, or the <If'Pointment of:l receiver Of trustee to mke possession of the property or assets ofT rustec; Of the ~'Ubjection of any T rostee's property or assets to any levy, seizure, assignment or sale for or by::my creditor or goveII1IT1entU :Jgel1CY. C. The non-performance byT rustt:e of any obliga.tions ofT rustee pun;wnt to this Agreement The. h:lf'pening of any of the foregoing events shall be a default under this Agreement and, without any notice from 1JE.MO, con<;titutc a det'i1Ult uru:icr any and all :1greem::nts of Trustee and/or Tru:;tce'.s guatantor(s) with Consumer Payment Services, or any other rebted company. In the (;,'Vl't'lt r-,.IE.\fO tetminaces this agreement due to a default, Tru:;tec shall be respom;ible for lost fce income to 1!R.v!O for the duration of the contr.lct in effect. 8. T ennination. Upon the expintion or termination of this Agreemt.il.t, Tru:;tee immediately shall deliver to .\lE.MO all ClSh rccei.pe> from the sale of money orders, money otder fees due i\fE~rO, accounting (stQre) copies Qf money ordcrs issued, the money order imprinter and any and all materials or documene> prm;ded to Trustee by rvtE1IO pursuant to this .'\grcl'TI1Ct1t, including, but nQt limited to, :ill blank money order forms. All obligation, covenants, liabilities, and indemnities ofT rustee hereunder shall survive the e.\:pimtiQn or termination of this Agreement A tennination notice provided by ~JEMO for any relSon other than the e.\:pirntion of this Agreement shall be effective as of the happening of any such event causing termination under paragraph 7 hereof or upon the entty of confessed judgment, whichever first occurs. 9. Confession of Judgment Trustee hereby irrevocably authorizes and empowers any anomey or the Prothonotary Qr Clerk of any court of reco~ upon or after the occurrence of any event described in paragraph 7, to appear for and to confess or enter judgment against Tl1.JStee for the face amount of aU money orde:rs sold pursuant to this Agrem1ent, the applicable Money Order Fees, accrued interest thereon, interest expense not to exceed eightee:n percent (18%), and for any other sums due MEM:O undc:r this Agreement, together with expenses and COSt of suit and reJ.SOnable attorney's fees and said fees not to exceed thirty percent (30%) of said amount and sums, for collection as provided herein including alllega1 fees incurred in any Bankruptcy of Trustee:. For such pwpose, this Agreement or a copy hereofverified by affidavit by Trustee: or on behalf ofTl1.JStee by said attornc=y, Prothonotary or Clerk, shall be: sufficient wam.nt The remedies of MEMO as provided herein and the: warnutts obtained herein shall be enforced in accordance with the tc=mlS of this Agreement and may be pursued singly, successively, or together at the sole discretion of MEM:O and as often as occasion therefore shall occur. The failure to exe:rcise any such right or remedy shaD in no event be construed as a waiver or release thereof. The authority and power to appear for and confess or enter judgment against Trustee shaD not be exhausted by the initial exercise then::o~ and the same: may be ocercised, from time to time, as often as MEMO shaD deem necessary and desirable, and this Agreement or a copy hereof shall be a sufficient Warnmt therr:fore. One: or more judgments may be confessed or entered in the same or different counties for aU or part of the sums desaibed in this paragraph. In the event any judgment entered against Trustee hereWlder is stricken or opened upon application by or on Trustee's bcl1alf for any reason whatsoever, then any attorney or the Prothonotary or Clerk of any court of rc:cord is lrereby authorized and cmpowued to again appear for and confess or enter judgment against Trustee; subjc:ct, however, to the limitation that such subsequent entry or confession of jUdgment may only be done: to cure any errors in prior proceedings, and only and to the extent that such errors are subject to cure in the late proceedings. 10. Liability. Trustee, regardless ofTrusrees freedom from negligence or other fault, slull be absolutely liable: A TQ 1Tlllke remitmnce to i\!R.\fO of the face amount of all money orders soki, the applicable Money Order Fees, and all Qther monies due lvIEMO under this Agreement, regardless of the mysteriQus or non-mysterious disappeamnce Qr loss of any funds from Trustee's possession by reason of the honest or dishonest act of any person, act of God, or otherwise. B. To remit to MEMO the tom! amount of all ~ums of money that may be n-pended by or for M&\;IO in paying any money orders delivered by MEMO to T fUStee that :lfC ~llbsequendy presented for payment, whether or not !v(EMO is legally liable to pay the same. nus ~ubparngmph shall not apply to any money order as to which Trustee shallluve fully perfonned Trustee's duties under this Agreement 11. Indemnity. Trustee shall indonnifjr, defend and hold harmless MElvIO from and against any and all losses, damages, liabilities, claims, actions, suits, proceedings, judgments, :J.SSeSS1TI01tS, fines, penalties, costx, interest, and expenses (mcluding. but not limited to, settlement cost and rea:ronable legal and accounting fees) sustained by MEMO resulting from or arising out of any act or omission to act, whether honest, dishonest, negligent or otherwise by Trustee or Trustee's employees, agents, associates or representatives (whether within or without their scope of performance). 12 Security. As further consideration of appointment: by .MEvfO as its agent, and in ortkr to prorect .M&\1O's propetty from conversion, Trustee hereby grants to MEMO a continuing security interest in Trustee's bank account, inventory accounts rea:iv:ilile, assignment of lease, and fi."IDJI'es at all Trustee locations. Trustee agrees to execute all dOCUIl1erID; necessary to CI'e:lte or perfect such security interest, including. but not limited to, recorded Uniform Commercial Code-Financial Statement (UCCl(s)) fillings. Furthermore, Mm.IO reserves the right to require additional coUatcrJ.t as it deems necessary for ongoing approval and for the dur:uion of the Agreement In the event Trustee changes O\vnership in Trustee's business in any transaction sirnilar to those set forth in par:1grJph 6(E) hereof, without priQr notice and approval by ~lEJyIO as set forth therein, T lUStre hereby grnnts a security interest in the proceeds of any such transaction until ~uch rime as an approved trust account is re-established 13. Notices. Except as otherwise stated, all notices, corresPQndence, and communications under this Agreement shall be in writing and addressed as follows: IFIDMEMO: ~.IBv(O If TO.IRUSTEE: See attached Rider P.o. Box 8863 Gmp Hill, PA 17001.8863 14. Choice of Law. This agreement shall be construed under and in accorcbnce with the laws of the Commonwealth ofPcnnsylvania, disregardingany ru1es relating to the choice or conflict of laws. 1h: parties consent to venue and personal jurisdiction in Cumberland County, Pennsytvania, or, in the ClSe of1-lEMO's e:.:ercise of rights under Paragraph 11 hereof, in any other court of record in Penru,;ylvnnia or elsewhere. 15. Non.Waivcr. The failure ofME.\fO to enforce any provision of this Agreement or its failure to declare a defuult under this Agreement shall not constitute a waiver or any breach or of any provision of this Agreement and shall not prejudice the right and/or power of MEMO to proceed as fully as if it had. not failed to enfQrce any provision of this .Agreement to. Enforcement In the event of default under the terms of this Agreement, Trustee agrees that MEMO shall, in addition to all rights it might have under the law, have the right of seeking specified p;:rformance in the ceurt of equiLy. Furthermore, Tru:;cee agrees to consent to the jurisdiction of a court of equity regarding the enfQrcement of chi:; Agreement and/or the enforcement of w[EJ....fO(s) rights in the event of any default by TrusteeS. l7. Cost of Enforcement. Trustee shall pay, on demand by MElvIO, all costs and n-penses including reasonable attorney's fees ina.ured by ME!v[O in connection with the enforcement of this Ag=ment II ConstructiOlL .A.lI references in this Agreement in the singuIar shan be construed to include the plurnl. where applicable and the masculine shall include all other genders. All covenants, agreements and obligations in this Agreement assumed by T IUStee shall be; and shall be deemed to be, jQint and severn.l convenants. Headings of the paragtaphs Qf this Agreement are for convenience only and do not limit, expand, or otherwise construe: the provisions or contents Qf this Agreement 19. Entire Agreement. This Agreement, together with all atmc.hments and riders, relatt:d security documene> and such roIes and reguIations as may be promulgated by MEMO for the issuance of money orders from time to rime, shall constitute the entire agreement betwc=en the parties hereto. There are not other agreements or understandings. written or oml, between the parties with respect to the ~ubject mat:tet of this Agreement There shall be no modifications, amendment::>, or alterJtions to this Agreement unless agreed to in writing. signed by all parties. This Agreement shalI bind and inure to the benefit of the parties, their respective heirs, successors, represenmtives and proper assigns. 20. Time of the Essence:. Tune is Qfthe essence in this Agreement and the Rider. WARNING - BY SIGNING TIllS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WflliOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COllECT FROM YOU REGARDLESS OF ANY CLAlMS YOU MAY HAVE AGAINST THE CREDITOR, WHETIIER FOR RETIlRNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLYWflli AGREEMENT, ORANY OTHER CAUSE, D= 4- 7-..,1-<' i MERCHANTS EXPRESS MONEY ORDER co~rr' ANY I MEMO MONEY ORDER COMPANYI MERGlANTS EXPRESS USA, INC MEMO MONEY ORDER COMPANY OF NY, INC TRUSTEE Corpomte/Store Name'~~\f'o\.o~ 1- , /.' .,....~""~ LL..C- Sgna""e ~ 1ide~ By ~\'\--<-o" \. \. - . T,"""e~ndi,iduaI) .4:7-", 7l./r ,I_.! ~ti Title '0 \jvV Trustee (lndi,idual) },(,-kJ. ('. j! l Trustee (lndi,idua.O junc23.2003 Truscee(lnJiliduaI) MERCHANTS EXPRESS MONEY ORDER COMPANY MEMO MONEY ORDER COMPANY PERSONAL MONEY ORDER TRUST AGREEMENT REMITTANCE BY ELECTRONIC FUNDS TRANSFER \J',\, 1-\- This Rider is an integral part of the Personal Money Order Trust Agreement being executed by the parties simultaneously herewith. Any changes to this Rider shall serve as an authorized addendwn to the original Trust Agreement when properly executed by both parties. TRUSTEE: Corporate/Business Name I:s-&,_~t- (ye,.",,,",ovJ Lu,: StreetAddressC621 6"Q,.....J ICd Telephone Number ~ 'f ,. 27(". am ~~ ' City K v _<v-vJ State\}0. Zip Code Z 3 2. ; 'f Fax Nwnber 5Vf- )., 7<, - 'iS5.J Agent Nwnber Legal Entity: a Corporation fl(' LLC a Partnership a Sole Proprietorship MONEY ORDER FEES: Money Order fees shall be based upon the average weekly volwne of ~ Money Orders sol4 by Trustee. Trustee's Money Order fee shall be $ , :tv per item at a ma:cimwn retail selling price of $ ,.s 'i . Additionally, a money order dispenser fee of $ per week/month shall apply. \Veekly money order dispenser fees shall be included with Trustee's last (if applicable) regular weekly ACH draft. Monthly money order dispenser fees shall be included on the next regular weekly ACH draft following the last calendar day of a particular month, The minimum monthly revenue generated by Trustee's account must equal S per month. The difference between the minimwn monthly revenue and a combination of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately three weeks following the close of a calendar month, and will be drafted one week thereafter as part oETrustee's regular ACH draft. Money Order fees may be modified by:MERCHANTS E..'G'RESS MONEY ORDER COMPANY, d/b/a ~ffiMO, or MEMO MONEY ORDER COMPANY, d/b/a MEMO, Pennsylvania Corporations, or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., d/b/a/ MEMO, a New York Corporation ("MEMO") at any time upon thirty (30) days notice to Trustee or when MEMO's ten week sales analysis indicates per item weekly volwne not consistent with MEMO's fee rate schedule. PROCEDURE FOR SALE OF MONEY ORDERS: Trustee shall sell money orders stricdy pursuant to the following procedures: A. Trustee shall sell only MEMO money orders in each retail establishment. Trustee shall ensure that the money orders are held se=e at all times, and that such money orders along with the funds generated from such sales, will not be in jeopardy, nor seem in the opinion of a reasonable person, to be in jeopardy, and shall cease the issuance of money orders and notifY MEMO immediately, should such jeopardy arise. B. Trustee shall sell money orders in strict nwnerical sequence in accordance with the nwnber printed on each blank money order. C. The face amount of any money order sold by Trustee shall not exceed the swn of $ 52rc , lJu D, Trustee shall not issue a money order until such time as Trustee has imprinted the applicable amount on the face of the money order, utilizing only the imprinter approved by MEMO and no other imprinter; collected from the purchaser the face amount of the money order and an additional amount determined by Trustee's retail fee; and temoved and retained the accounting (store) copy of the money order. E. If the money order imprinter is not in proper operating condition or properly inked, Trustee shall immediately report such fact to !vffiMO's Help Line at 1-800-864-5246. F. MEMO may deliver blank money orders to Trustee, or to any agent, employee or representative of Trustee, by whatever means !vffiMO deems appropriate, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee. TE.RMINATION: Upon termination, cancellation, or breach of the Trust Agreement by Trustee, Trustee hereby agrees to one day's written demand notice by lvIEMO to forthwith return by next day US mail or common mail carrier all Trust instruments in its possession, including but not limited to money order imprinting machines, all blank money order forms, the face amount and applicable money order fees due iYIEMO to date, and all other outstanding balances due MEMO, along with any other materials supplied to Trustee by MEiYfO in accordance with the Trust Agreement (hereinafter ''Trust Property"). In the event that Trustee fails to return such items upon one day's written demand, Trustee hereby authorizes iYfEMO or its representatives or appointed designees to appear at Trustee's place of business and peaceably obtain custody of all such Trust Property listed herein. The costs of any repossession by iYfEMO shall be borne exclusively by the Trustee. TRUST FUNDS REMITTANCE: Any Trustee utilizing electronic money order dispensing equipment will be forwarded a weekly money order Sales Summary Report, prior to the close of the sales reporting day. The weekly money order Sales Summary Report will reflect money order sales for the applicable reporting period. SALES PERIOD: BEGINNING DAY \V\.c,,,-~,,..., '~'J ENDING DAY REPORTING DAY I1tL~ 4.J..} CACHiWIRE ~J."I ~"-"'-t.7 \ ..J.<<J'-4'~ <;\.C~)4) Trustee will be provided all pertinent reporting information on the weekly money order Sales Summary Report, As per predetermined schedules, iYfEMO will initiate an electronic transfer of funds due ME1vfO, including the face value of money orders sold, plus applicable fees due lvIEMO, from Trustee's bank account to lvIEMO's bank account. If Trustee's method of remittance is via wire, Trustee will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from amount Trustee's money order Trust Account to the designated lvIEMO bank deposit account prior to 2:00 PM on the designated remittance day. All funds due lvIEMO must be included with remittance when due, All outstanding statement balances due at this time must be included with remittance, including debits due lvIEMO and/or credits due Trustee. If Trustee changes banks and/or bank accounts as identified in the Trustee's EFT agreement, Trustee shall immediately inform lvIEMO of such change by telephone and promptly confinn in writing. TIlls arrangement shall not be revoked unless all funds due iYfEMO are paid in full. If Trustee did not sell any money orders during the Sales Period, Trustee must still remit payment for outstanding balances as notified by !vfEMO. All voided money orders must be voided through the electronic money order dispenser during the sale date only to avoid charges to Trustee's account. If a voided money order is not voided in the money order dispenser, Trustee shall write, ''NOT USED FOR PURPOSE INTENDED" on the backside of the original money order and deposit the money order into Trustee's bank account. If Trustee should write "void" on the face of the original money order, Trustee shall forward the original voided money order to the lvIEMO office and lvIEMO will issue a refund to Trustee in the form of a replacement money order. Trustee shall ensure that the electronic money order dispenser is available for lvIEMO to electronically transmit polling data on a daily basis. If the electronic money order dispenser does not poll consistently, Trusree must provide lvIEMO with the money order sales date manually as requested. Trustee ensures that the electric money order sales dispenser is always turned on and always promptly connected to a clear telephone line during electronic polling transmissioo times. WEEKLY ACCOUNTING AND REMITTANCE: On and of each week, lvIEMO will calculate a weekly money order sales total from daily data obtained from Trustee via electronic polling transmission of the money order dispenser. lvIEMO will forward the weekly Money Order Sales Summary Report to Trustee as stated above. Trustee shall reconcile the weekly Money Order Sales Summary Report with its records and inform ME1vfO of any differences. Trustee must retain the accounting (store) copies at its location for a period of three months from the reporting period. Trustee shall forward the accounting (store) copies to the MEMO office upon request. If the accounting (store) copies are not requested during the three month retention period, Trustee shall discard the accounting (store) copies at its own discretion. TRUSTEE Cotporate/Store Name &1 ;I<-c,..:/ 6)LP,l.~""""J- L.V:.. Signature ~.?:14 .:il ""L' Title /V1~:.,.,Iu.- MERCHANTS EXPRESS MONEY ORDER CO. MEMO MONEY ORDER COMPANY. Signature ,i--(;)..c.~L":'-' Title \.l Hf'];, Date 4"12-.". '/ Date {llZ-c'y ELECTRONIC: J:muat'f 30, 2003 EXHIBIT B Intending to be legally bound hereby, and in order to induce NlERCH..u'lTS EXPRESS MONEY ORDER CO"'IPANY, d/b/a/ "'lEMa, "'lEMa MONEY ORDER CO"'IPAL'lY, d/b/a/ "'lEMa, Pennsylvania Cotporations, Or "'lEMa MONEY ORDER CO"'IPAL'lY OF NEW YORK, INC, a New York Corporation, or any subsidiary d/b/a/ "'lEMa (""'lEMa') to sign that certain Personal Money Order Trust Agreement, Rider and amendments or changes thereto as may be in effect from time to time (collectively the "Agreement') with: MERCHANTS EXPRESS MONEY ORDER COMPANY MEMO MONEY ORDER COMPANY PERSONAL INDEMNITY AND GUARANTY 112.8", Corporate/Business Name '\2,"--\,,,_.~\- Street Address C, () .i-j f3.u ,""" ".1- /2..! l::.....(I*4~""'-.'-'-* I.L,- and in consideration of its so doing, the Undersigned, joincly and several.ly, absolutely and unconditionally, personally guarantee and become surety for Trustee's full performance of the Agreemen~ including without limitation the prompt and punctual payment of all amounts becoming due from Trustee to "'lEMa thereunder, and shall indemnify and hold MEMO harmless against any and all damage, loss expense (including attorney's fees) and/or liability sustained by it by reason of or related to Trustee's failure to perform the ,\greement. The Agreement may be modified by "'lEMa and Trustee without notice to the undersigned and without affecting this Guaranty, "'lEMa may enforce this Guaranty against the undersigned in the Court of Common Please of Cumberland County, Pennsylvania (to which jurisdiction of said Court the Undersigned consents), as well as in any other court and state having jurisdiction, whether or not any action is ever taken by "'lEMa against Trustee. City (l. .. i'-......--....~.~.......l , State V ~- Zip Code 2. 3 L ~ Y The Undersigned hereby waive all notices whatsoever with respect to this Guaranty except for notice of demand for payment from the Undersigned, The Undersigned hereby Consent to the taking of, or the failure to take, from time to time without notice to the Undersigned, any action of any nature whatsoever with respect to the Agreement, including but not limited to any renewals, extensions, modifications, pOStponements, compromises, indulgences, waivers, surrenders exchanges, releases, and failure to pursue or preserve tights against any person, and the Undersigned shall remain fully liable hereon notwithstanding any of the foregoing. Except as provided herem, the Undersigned hereby waive all defenses whatsoever to the Undersigned's liability hereunder except the defenses of (1) payment, and (2) lack of notice as required in the ...-\.greemenr. Upon default hereunder, the Undersigned hereby authorizes and empowers irrevocably the Prothonotary or any Clerk or any attorney of any court of record of Pennsylvania or elsewhere to appear for and to confess judgment against the Undersigned for all amOunts due hereunder, plus all costs of suit, legal interest to date, and thirty perc."" (30%) added for attorney's fees, releasing eIrors, waiving stay of execution, and authorizing the immediate issue of a writ of execution, all in accordance with the PennsylV>nia Rules of Civil Procedure. For such purpose, this Guaranty ot a copy hereof vetified by affidavit by the Undersigned Or on behalf of the Undersigned by said Prothonotary, Clerk Or attorney, shall be sufficient warrant. The authority and power to appear for and to confess or enter judgment against the Undersigned shall not be exhausted by the initial exercise thereof; the same may be <-,,<ercised, from time to time, as often as "'lEMa shall deem necessary and desirable, and this Guaranty shall be a sufficient warrant therefor. The Undersigned acknowledge that by authorizing i'vlEMO to confess judgment hereunder, the Undersigned have waived the right to notice in a prior judicial proceeding to determine their rights and liabilities. This Guaranty is given in connection with and evidences the obligation of the Undersigned to make payment in connection with a commercial transaction. This Guaranty is irrevocable and shall be binding and operative until such time as i'vlEMO shall have been paid all sums owed to it under the Agreement and that may arise pursuant to this Guaranty, This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of PennsylV>nia, disregarding any rules relating to the choice or conflict of laws. fV1l.\.--", i- /~. Print Guarantor's Name WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLYWlTHAGREE~'ORANYOTHERCAUSE. 1 t! ~-7/" :n-;? .,.-LJ; ,j. S'.L~~/ qJdI. Guarantor's Signature Guarantor's Signature <:"-JL,v{'c...) C:ctl e l Print Spouse's Name D...!'-.A\.~l.. '/0 'i'1 Home ,\ddress r7)J" i . 'l'..:"...../'lI-<>'\.'"'", City L b,o' '/ . I ' C""'f'''- .',"-1< {:.i <t'o "79. c!, l'?il'tdd. Home Address R.i. ,/t.. State '2. .., vJ,.'1 Zip Code r<.: c fJ fV)(J n J. City VI+- Date .t)'. z.. - ~ '1 State ~ ?2?<f Zip Code Date *If not mamed, please indicate by affi.:cing "N/ .\" on liae for second Guarantor's signature. .....ovem~r7.~OO2 ~ ~~ f;:" " ~ \ ~ ~ ~ '- .~ , ~ ........... .<;;:-- ~ ~. 4..J ~ '-<:i> '-.., ~ Vj c ~ ~ l'-- 1:- -+- ~ :>. v. :::-; () '.,:"" -n C.y"l c^ ---~J -t ~T: -n r T'~ ;-;c; --",-I~ I _.J n )' I ~:J CD