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HomeMy WebLinkAbout05-5800 PRESBYTERIAN HOMES, INCORPORATED, Plaintiff, V. DONALD A. MCCULLOUGH and : VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 5$Ct) NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 717-249-3166 800-990-9108 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGAGO INMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 717-249-3166 800-990-9108 McNEES WALLACE & NURICK LLC By gLd -k Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Dated: November 7, 2005 2 PRESBYTERIAN HOMES, IN THE COURT OF COMMON PLEAS OF INCORPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and : VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., NO. .?5' s?day Defendants COMPLAINT Presbyterian Homes, Incorporated, by and through its counsel McNees Wallace & Nurick LLC, for its Complaint against Donald A. McCullough, Vicky C. McCullough and Harry H. Fox, Jr., avers as follows: The Parties 1. Plaintiff Presbyterian Homes, Incorporated ("PHI") is a Pennsylvania corporation with its principal place of business at 1217 Slate Hill Road, Camp Hill, Cumberland County, Pennsylvania. 2. Upon information and belief, Defendants Donald A. McCullough and Vicky C. McCullough, husband and wife, (the "McCullough Defendants") are adult individuals with an address of 205 Greenridge Lane, Newville, Cumberland County, Pennsylvania 17241. 3. Upon information and belief, Donald T. McCullough and Helen G. McCullough are the parents of Defendant Donald A. McCullough. 4. Upon information and belief, Defendant Harry H. Fox, Jr. ("Fox") is an adult individual residing at 600 Cold Springs Road, Dillsburg, York County, Pennsylvania 17019. Factual Averments A. Title History 5. By deed dated April 5, 1954, recorded in Cumberland County, Pennsylvania Deed Book 15R, page 303, Donald T. McCullough and Helen G. McCullough acquired ownership in a tract of land described as follows: BEGINNING at a rail monument in the South line of the Pennsylvania Railroad Company right of way line, at the distance of 67.8 feet Southwardly from a point in and measured at right angles to the line established as the center line of said Railroad Company's railroad, Newville - Oakville Revision, said Place of Beginning being also at the distance of 87.2 feet measured Eastwardly along said Southerly line of said right of way line from another point therein at the Easterly end of the Southerly abutment of Highway Bridge No. 0.29; extending thence from said beginning point South 36 degrees 28 minutes East, partly by land of said Railroad Company and partly by land now or formerly of A.D. Laughlin, crossing the Northeasterly line of a Public Road, and partly along the middle line thereof, 1421.5 feet to a railroad spike at a corner of land now or formerly of Cyrus McCullough, thence south 53 degrees 50 minutes West, by said last mentioned land, crossing the Southwesterly line of said Public Road, 1512.5 feet to a post at a corner of land now or formerly of Ellen A. Parker; thence North 45 degrees 6 minutes West, partly by said last mentioned land and partly by other land of the Pennsylvania Railroad Company, crossing Big Spring, 2354.2 feet to a point at or near the Southwesterly corner of Big Spring Bridge No. 29.2; thence the following three courses and distances by land of said Railroad Company; (1) North 76 degrees 27 minutes East, recrossing said Big Spring, 97 feet to a rail monument distant 105 feet Southwardly from a point in and measured radially to the said center line of said railroad; (2) North 76 degrees 27 minutes East 595.4 feet to a rail monument distant 95 feet Southwardly from a point in and measured radially to the said center line of said railroad; and (3) North 81 degrees 14 minutes East, recrossing said Public Road, 1386.9 feet to the Place of BEGINNING. CONTAINING 71.734 Acres more or less. Excepting therefrom however, that portion of the above tract designated as Tract No. 2 in the Deed of C. Walter Ocker and Bertha S. Ocker, his wife, to Edward J. Lehman, dated July 6, 1936, and recorded in the Cumberland County Recorder's Office in Deed Book "X", Vol. 11, Page 227. A true and correct copy of the April 5, 1954 deed is attached hereto as Exhibit A and incorporated herein by reference. 2 6. By deed dated September 30, 1976, recorded in Cumberland County, Pennsylvania Deed Book V26, page 78, Donald T. McCullough and Helen G. McCullough conveyed 2.416 acres of the tract of land described in the foregoing paragraph to Presbyterian Homes, Inc., being the portion of that tract that today comprises the private road known as Green Ridge Lane. A true and correct copy of the September 30, 1976 deed is attached hereto as Exhibit B and incorporated herein by reference. 7. By deed dated April 20, 1982, recorded in Cumberland County, Pennsylvania Deed Book T29, page 157, Donald T. McCullough and Helen G. McCullough conveyed three tracts of land from themselves (as grantors) to themselves (as grantees) and to Donald A. McCullough and Vicky C. McCullough. A true and correct copy of the April 20, 1982 deed is attached hereto as Exhibit C and incorporated herein by reference. 8. The April 20, 1982 deed provided a description of a tract identified as "Tract No. 1." The description of Tract No. 1 in the April 20, 1982 was identical to the description of the tract in the April 5, 1954 deed (Exhibit A hereto) except for an additional exception to Tract No. 1 for the 2.416 tract of land conveyed to PHI by the September 30, 1976 deed. 9. By deed dated May 15, 1991, recorded in Cumberland County, Pennsylvania Deed Book C35, page 661, Donald T. McCullough, Helen G. McCullough, Donald A. McCullough and Vicky C. McCullough conveyed Tract No. 1 from themselves (as grantors) to themselves (as grantees). A true and correct copy of the May 15, 1991 deed is attached hereto as Exhibit D and incorporated herein by reference. 3 10. The description of Tract No. 1 in the May 15, 1991 deed is identical to the description of Tract No. 1 in the April 20, 1982 deed. 11. On December 2, 1996, Helen G. McCullough died, and by operation of law her interest Tract No. 1 passed to her husband, Donald T. McCullough. 12. On August 24, 1998, Donald T. McCullough died. 13. By deed dated January 11, 2000, recorded in Cumberland County, Pennsylvania Deed Book 215, page 262, the executors of the Estate of Donald T. McCullough conveyed the interest of Donald T. McCullough to Donald A. McCullough and Vicky C. McCullough conveyed Tract No. 1 from themselves (as grantors) to themselves (as grantees). A true and correct copy of the January 11, 2000 deed is attached hereto as Exhibit E and incorporated herein by reference. B. The Agreement With PHI And Right Of First Refusal 14. On December 30, 1991, PHI entered into an Agreement (the "Agreement") with Donald T. McCullough and Helen G. McCullough, husband and wife, and Donald A. McCullough and Vicky C. McCullough, husband and wife. A true and correct copy of the Agreement is attached hereto as Exhibit F and incorporated herein by reference. 15. Under the Agreement, PHI agreed to grant an easement and right-of-way to Donald A. McCullough and Vicky C. McCullough to be used only for the purpose of ingress and egress over Green Ridge Lane (the tract of land acquired by PHI by deed dated September 30, 1976) to the private residence of Donald A. McCullough and Vicky C. McCullough. 16. The Agreement further granted to PHI a right of first refusal to purchase real property described in the Agreement as "the residence property." 4 17. The right of first refusal in the Agreement provided in particular that: In the event Donald A. and Vicky C. McCullough and/or their children and lineal descendants decide to sell or otherwise dispose of the residence for which the easement and right-of-way has been granted, Grantors [the McCullough Defendants] hereby grant to Grantee [PHI], its successors and assigns, a right-of-first refusal to purchase the residence property for which the above granted easement and right-of-way was given, for its fair market value determined by averaging two appraisals made by qualified appraisers employed by each party. Agreement, Exhibit E hereto, at ¶ 5. 18. At the time of the Agreement was executed, the private residence of Donald A. McCullough and Vicky C. McCullough was located on the parcel described as Tract No. 1 in the deeds dated May 15, 1991 and April 20, 1982. 19. Accordingly, the "residence property" as referenced in the Agreement is the entirety of the parcel described as Tract No. 1 in the deeds dated May 15, 1991 and April 20, 1982. 20. Under the Agreement, Donald T. McCullough, Helen G. McCullough, Donald A. McCullough and Vicky C. McCullough also agreed to convey, and subsequently did convey, 1.383 acres of land to PHI. 21. The 1.383 acres parcel was a portion of a tract of land identified in the April 20, 1992 deed as Tract No. 3, but is incorrectly referenced in the Agreement and in the February 27, 1992 deed as a portion of Tract No. 1. 22. The Agreement was recorded on October 4, 1994 in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania in Miscellaneous Book 483, Page 513. 23. The Agreement was a final, unconditional, binding and enforceable contract. 5 C. The Sale To Harry Fox 24. At some time prior to April 5, 2005, the McCullough Defendants decided to sell four tracts of land which they owned. The four tracts included the residence property, known as Tract No. 1. 25. Prior to April 5, 2005, the McCullough Defendants offered to sell all four tracts to PHI, comprising approximately 230 acres. 26. The McCullough Defendants did not offer to sell only Tract No. 1 to PHI. 27. PHI declined to buy all four tracts of land combined. PHI was willing, however, to purchase the residence property Tract No. 1, in accordance with its right of first refusal, and to also purchase the tract of land identified as Tract No. 3. 28. As such, PHI advised that it intended to exercise its right of first refusal to purchase the residence property under the Agreement. 29. In accordance with the Agreement, PHI obtained an appraisal to reflect the market value of Tract No. 1. 30. The McCullough Defendants failed to comply with their obligation under the Agreement to provide their appraisal of Tract No. 1. 31. The McCullough Defendants failed to convey the residence property to PHI as required under the Agreement. 32. The residence property was instead conveyed by the McCullough Defendants to Harry H. Fox, Jr. by deed dated April 5, 2005. A true and correct copy of the deed is attached hereto as Exhibit G. 6 33. The deed from the McCullough Defendants to Harry H. Fox, Jr. was recorded in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania in Miscellaneous Book 268, Page 1707. 34. Fox was aware of the Agreement between PHI and the McCullough Defendants and the right of first refusal contained therein at the time that Fox purchased the residence property. 35. The McCullough Defendants breached the Agreement with PHI by failing to offer Tract No. 1, as a separate and independent parcel to PHI. The McCullough Defendants also breached the Agreement by failing to obtain an appraisal on Tract No. 1 and by conveying Tract No. 1 to Fox. 36. PHI continues to desire to exercise its right of first refusal and purchase the residence property. Count I - Specific Performance 37. The averments of paragraphs 1-36 of the Complaint are incorporated by reference as though set forth in full herein. 38. PHI has fully and faithfully performed all obligations required to date under the Agreement. 39. PHI stands ready and willing to perform all remaining obligations required under the Agreement to effect the transfer of the real estate to PHI. 40. The McCullough Defendants breached the Agreement. 41. The residence property is a unique parcel of real estate. 42. PHI is entitled to specific performance of the Agreement as no damages at law can adequately compensate PHI. 7 WHEREFORE, PHI requests that the Court order that Defendants specifically perform the Agreement and by good and sufficient deed convey and assure the premises known as Tract No. 1, and every part thereof with marketable title (per the Agreement), in fee simple to PHI. McNEES WALLACE & NURICK LLC By Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: November 7, 2005 8 VERIFICATION Subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities, I hereby certify that I am authorized to make this verification on behalf of Presbyterian Homes, Incorporated, that I have reviewed the foregoing and that the facts set forth therein are true and correct to the best of my knowledge, information and belief. Presbyterian Homes, Incorporated "n ay Printed name Title Dated: November <, 2005 lk}+ r aaw;45 K fyQ:w,s This Deedl,, ,Mdbt I((t S'd, .(rry r+/' / lit Q in the y. rv of our lunl unr ll+oearrtnrl papa hrui+Irel and flf,ty-four (154), MdEvern C. WALTER CCREFR and BERTHA S. OCR hia wife, of the Towdelltp of Nest Pennaboro, Cumberland County, Pennsylvania, GRANTORS, A N D DONALD T. Ila WILOUCH and HELE14 0. Ho CULLOUGH, his wife, of the rownshin oi' •-est Pennaboro, Cumberland County, Pennsylvania, GRANTESS. 0(1tessei)1, that in eonsid ratfnn of one (111. CC) Auilnrs, in hand paid, the retwipt rrhrny' Is herrhy arkru+rclrrdQrtil; the tlrwnter s rto hrreby ?rnn1 orr,l moray to the said flnrnteef, their 11virs and .4ac(fr+s, ae to by rntlreties. R that certain tract or parcel of land, rituate in the Township of Test Pennaboro, County of Cumbcrlnte and State of Penn- sylvania, bounded and described as followst SEGZNN1n0 at a rail monument in the Southerly line-of lend of The Pennsylvania Railroad Company, at the distance of'sixty-seven feet and eight-tenths of a foot Southwardly from a point in end measured at right angles to the line established as the center line of said Rallroa,' Company's railroad, Ilexville-O"ville Revision, said place of beginring being also at the distance of eighty-seven feet and two-tent)1s of a foot measured Searwardly along anid Southerly line of Land of 'allrond Vo:,nnnY from encthe6 point tl:ereln at ti:9 Easterly end of the Southerly atutment or `lighwsy Bridre Number 0.24; extending thence from anid terimane roint Louth thirty-six degrees twenty-elr*nt ninutee Bast, nartly by 1^^d of S: P^ld Railroad Connany and nnrtly by lnnA nov or former!;; of A. D. ?+n L;iughlin, crossiar; the aorthenerr ri, line of +t ruollc =o^d, end h nnrtly nlonr, the :aiddle line thereof, one thounani four hundred nud twenty-one feet and five-tenti7a of r foot to a rnllrond snake at a s corner or land now or form4rly of Cyrus Ito Cullouch; thence Gout9 ,V flf ty-three derr! a fifty minutes West, by nrld loot-entloned N land, oroneln?, ti:e Southwe.r.tirly lint or aniA Public ron+R, one 4 thoueanl flve hvndrea na' twelve rent ^n+ rlvo-ten*,P of n .'not ^^ a •+oet at a corner or Lind .taw or formorly of Ellen A. yr thence North forty-five decreer six nlnutex "eat, nartly by onid !net mentioned land nrd nnrtly 'iy other land of t'ee anld ':%+e Pennsylvania Rnilrond t?omnnny, oroPeino Bic Sorinr•, two -::our^nd three hundred end fifty-four feet ne:d two-tentftf of n fizz to n point nt or -tear the Southwesterly corner of Sin s-,rtnr arl4ee Number 29.2• thence the followlnx three courses nn•< 8L<-,?nee? by raid land of Rnllrond Co-sonny: (1) north seventy-six ee=reeP twer.ty- seven minutes East, recreTSinr asld 819 Sprtnc, ninety-Peven fees to a rail monument distant one hundred and fire feet aont.:.,rily from a nolnt in end measured radially to t^e Pat,' center lint of rnilroad; (2) :Borth reventy-;Ix derreee twenty-reven ;airutPa Zr-t five hundred and ninety-rive feet and four-tenti:e or n font to e rnil nonumcr,o dletant ninety-flve feet Sout2:wnrdl;' rrorl n nolnt in pnd nensured railnlly to t:e raid ce::ter line of rrilro ^r.: (') North elahty-ono derreee fourteen -lnntor. Ear., rcvno^n1n, n^11 Pnhlio Rona, one thouf^r„R thr-O7lunr'reA.. and e:ra:y_elz feet ^nd I5 ? wzilM seventy-one sores and seven hundred and t'!irty-'wir me-th.nu and the of n--n ,?e, mnre or lee - BEING Parcel Number a,o which Nanor Real Sstnte end Trust Cononny, by Its Deed, dated Auril 19, 1952 and recorded in the Cumberland County Recorder's Office in Dead Acok "R", Vol. 11, Patre 42 granted and conveyed to C. Walter Ocker and.Bertba S, oker, his wile, Grantors herein. UNDER AND SUBJECT as to so much of the above described areviees as 1s included within the lines of the Public Road above mentioned, to the use thereof by all nartlea lawfully entitled thereto. PROVIDED always and this conveyance Is mrde on condition that neither the Grantors, nor their heirs and aeeimne, nor tae Penn- sylvania Railroad Comanny shall be liable or obliged to construct or maintain any fence between the above dencribed tracts or parcel of land and land or the said Railroad Cgm7lany adtoining the arms on the Southeast and Northwest; or be fable or obliged to nay fnr any part of the coat or exoense of constructinx or maintaining much a fence or any onrt thereof; or be liable for any domnze that nay result by reason of the non-exietence of such a fence. EXCEPTING TRVISPROM, however, that portion of the r. rove tract designated as Trnct No. 2 In the Deed of C. 'frlter Ocker nnd Perthn S. Ocker, his wire, to Edward J. Lehman, dated July e, 143n, snd reooried in the Cumberland 7ounty Fecorder'= Office Sn Deed Book "X", Vol. 11, Peas 227, f1Y.t V1?I ^'rcMt Y(Y.f Yln? .? I .a•? .'Yap ,? Yy . Soaolirilis 2uVu"Li NS JD iellaNS the nrroperty iter•rl+y conreyrd. 311 300arss 011errof, thr (ityrnlars tiff ve /ferrrrnla erf thelrafad nand vri the day and year flrml fluff • rr•riffea. 3ignib, Sealed Daft £Ieli?,nrd 1 in file preernrr of Commonfucs114 of PeansuManin 4'iounttt of CUM HAND ) as. On MO. the 5?,,yq drtu o /?•• ./. JI, 1;1 bA , la•/arr air y an. elFt?, the frrrrlrrviefrr•d f)jjic,r'/n•nvornr!!l, rtppf• n•r C, ?•;o1te Ocher And Bertha S. Oeger h1F wife A"aafr1 la rrre rn+!«uliajnrlnri111 pevnrul !a Gr !hr prrsanurliaxr arumre erelrrilarriheel to tiff, trilhile ifrmlea+r+rill, rtrrd arknatrieWIM dell they fly aratrrL 1/rr Brllr+r /ire t!n• prey+axrx (/(4rrrf iH'r+fafainr•a, 3111 TOR11"a Plleroof, J hrrauafs met ff+•y hared mud a/fle(at J( !K ;•\ lrnnaulfrauia ?iamatauturotth of coutttt of fm thie, the (iffy of •l. J1. l(1 h,/orr air the fntdrrslAtnrd affirrr. prr•Norlolly frpprrrr•ed Olowl, to file. for /un+•ee I la he the p•rAaa rriffase aurae srrlrarrihrd to the adthia instnrr»rot, and rtrkawf•lf•dged Milt he a erah•rt the xrgnr/ar the purp+rrm therein rontainrd. In 33fiturss g4rrrof. J herretrtla met iffy hand first/ oillelnt enrt. Tsae of Uelaer • ' _?.__ '?1' tats P( )aa_ (TitlPntp Pf 1Nt lhis, Me day of .d.A 19 - . before n+r the taulersi,gnrd oJjfrer, personally ryiyrrnrer! knwrn fa aw. or xrdisJirrtarilty prwreny to be life peraorr taJraee name salwerdrrd to tier n•llhin ins(runrrnf, end rtaknurelr!rlped that he r.romited the same far the purpasrx lherrfa eanlained, on Pttness 011creaf, J herowito set my howl. (roll al(iriel vra4 1111. or Vmar 31 3{rsebor tGrrti4S• !)ntf [Itr perp•is resirlrncr n/'lhr Urvnlea3 ti ?,?°?. , 4 ?4 ?• ? ?R ? r• iL,•,'? ? rr ) M+ Z L O CT L N ,.O o e ? ` ? ? c Id '$ o w K .d ea ?np to I Z ? ,p7 '? ? •JY Facet. rE?! ?4 0? ire U [.1 ) F n R7 G1 ???iis ? '?!. ICaomtenfaealt4, at vennapluamia (coaniq of L?+se aw?`? yss. Recorded on this S day or r??a.?-? d. V. mi?s , in the Reenrder's t71co aJ said Courrly in OnV lhrot (S' I'olumc k4 ,!'ape 343 Given under my, hand and seat of the said ('')fire. der day a4orr a•rrtlrn. r C 4 .i ?r ? ? 1 ?? Mo. Us F1,FH1311'LE 11Eh:11-Typewrhr, (It?QI/tit?t?rUL'1?, t?iuilr ante 3 O day of ?SLId? (a_rkr y ar o/ am far.( On• rhaaun.d Siae rtnadrrd and seventy-six, -- Nettl(rni DONALD T. MCCULLbUGH and HELEN G. MCCULLOUCH, his wife, of West Pennaboro Township, Cumberland County, Pennsylvania, Grantors and parties of the first part A N D PRESBYTERIAN HOMES, INC., a Pennsylvania non-profit corporation, its principal offices at Dillaburgr York Couneye Pennsylvania, Grantee and party .J fhe „rand tort. iU ItNr5 B rill ;'oat rhr .oid,.,dea .,/ tn, p,", twd, far amf w ",,.awmau,m n)the.aln n) Eleven Thousand and 00/100 (511,000.00)----------------- 1101", ma•J,.r a,aa.•y 0/ the t'n;err M." a/ dm,r i"', men All fray paw 6g it, raid p,,r Or of (h, araad Par( to the mw 1K. ties of the pr et girt, at amt 6rJme the Amii,P and mirrrg of ,hr„ pruenb, the r ,ipt ¢herm/ to Assay oekaaaf,dyra, tooatrd, Eoryoiaed, .aid, 01,.<d, o,frvf/ed, "'Unr"f, "a,resrd and eaafiraie4 and by thrar Pr urn la sa grad, 4.rrrrin. ,rlr, H. n, ,nl•'n IJ. "drn¢. rnnrrg, nenf ""firm aata 1A, mf•( "Ity eJ the $mod Pore its Successors ;61G6 a?u! na. ign., jktt the following described tract of land situate in West Pennsboro TOwnship, Cumberland County, Pennsylvania, bounded and described as followst BEGINNING at existing iron pin at a corner common to land of Presbyterian Homes of Central Pennsylvania and land of Donald T. and Helen G. McCullough, said point of beginning also being S 380 13' 00" E 1034.00' from another corner of land of Presbyterian Homes of Central Pennsylvania; thence from the said point of beginning by land of Presbyterian Homes of Central Pennsylvania N 380 131 001 W 50.00' to an iron pint thence by other land of Donald T. and Helen G. McCullough N 530 15' 00" E 4.811 to an iron pin; thence by the same N 63. 18' 00" E 804.04' to an iron pint thence by the same S 75027' 00" E 266.73' to an iron pint thence by the same S 231 27' 00' E 262.89' to an iron pin; thence by the same S 690 571 45" E 137.64' to an iron pin; thence by the same N 630 31' 30" E 633.66' to a parker-kelon nail in the centerline of PA. Rte. #2331 thence by the centerline of PA. Rte. 1233 (33' wide right-of-way) S 270 47. 30" E 50.011 to a parker-kalon nail in the centerline of PA. Rte. 1233; thence by other land of Donald T. and Helen C. McCullough 6 63. 31' 30" W 636.30' to an iron pin; thence by the same N 690 S7' 430 N 180:61' to an Iron pint thence by the same N 23' 271 00" W 259.991 to on iron pin, thence by the same N 750 27' 00" W 223.52' to an iron pin, thence by the some S 630 18' 00" W 779.94' to an existing iron pin, the place of beginning. BOOK V26 I3Ct 78 Containing 2.116 ± acres as per draft of Arrowood, incorporated, dated 30 June 1916, revised 6 Auqut 1976, drawing number 76-77 and entitled "Draft of Survey of Tlact of Land for Presbyterian Homes of Central Pennsylvania in Went Pennaboro Township, Cumber- land County, Pennsylvania." BEING part of the same premises which was conveyed by C. Walter Ocker and Bertha S. Ocker, his wife, by their deed dated April 5, 1951, and recorded-in the office of Recorder of Deeds for Cumberland County in Deed Book 15, Volume R, Page 303 unto Donald T. and Helen G. McCullough, his wife, Grantors herein. COM4t^11•.VCGITi I OF piJ"'.d:a lp.tA = L1iat•MANT 07 Hi`/Ik.tf = Tscmu snm•n ?" I I f. 0 U = e tedu,: .-- . MV 26 FA6E 79 c+w4. CO, Pa. . dai GIN0 Wan a rt e , Oafs Y p, 2 ?(?,?j /[a ?1 . Co. ?., leap 4 t pl. •W6 ,y • v f74 WI (aNe tAeldrr ia' -4 40 ? S e?° 3 DN. ? .Q G ?R?°b ^.wa?. go, Cat Ant e n ,m QI n' 1300tthtr -aft alt add deywlar, the hnea yatt, hardMtaMeeto ago appartManrrt fa the Mlnt kNowpidy or to arys(a spyMnfatny, ago Me rawrdgn and rrumiawer ratatator no Monaladm, owls, IMNep wad profits Memaft AM y(ys all the c4ktc, rival, 1tga, tlnP i, ptaparly, data and demand Whotrotaer, Do* is-tsp suit toasty, of the a(d parties of the fba/ pan, ef, in, to a oat of Ma std prosaism, and wary tart and Pared thereof (,!D IPM tltt.d to 4vLb ear alit ywt,., a(tk alt add dayntor the .pparr0nanea, Vale thea(d party al tba asalnd port, SCS sucreBl y,y aatpas, is and for the wly pMprr err td aoholj gl tk0 sold prry of 0114 a ho part, ito successors eA6irftond "signs for ver, Allb rifR e4ty parties of the first part, their trim, r:rewforr-ond edwiMs(wten, do by Mrae preaata, oaranant, groat and go", to sad with the+nid party' of Mp awoand part. its successors Admand asifnry that they, ,^fpe raid parties of the fJrst pert, their bdrt eR aid atnyelor•tha AervataaMb and p w*,* Asretnakaa desw'fberl wad yrrxfro or tMllalad sad (a/ehot( as le to, with appertdaana4, onto eke saw FRAY of 9Ao aeand pwrl,its se6Cerssorn 'nano had googol, asainst the tow parries . of Me lint part and their keira and aDOtns1 au and clay offal prmn w persons, alhewooeoer, toujoliy datainy or to daft the awn or any pan Merva/, tlhey ? oha)t and MM, by Mom pradots, tYARMA NT AR7) FUR• Evan Vilp"D _ atf utt"P$$ 3elbrloof the aid parties of eba itrat pert hAYe"K holwnro too thsix hand a end seat a Me deg dad year first show Written, legend, 6001011 Ago Dallradd ?Di? to the ?rM ans of ,' ?D?I ?6CCUOA RAb) 4 lqg? i JUM U. •MOCI1LLpUGB ^,^•V••• (SRAJ11 .,.,._.._........_.._...«...,..,..,. ,., IRRA7,) "?? ?..,.....XY- «.--- _.......... ..........?N_..,.ti,.».._«...^ ...... (BRAI.J _. o..,.. ....................._. ........ (hRA l.i IooK?/26 MCf 80 _. commullIviu?m or rKY NI'LI'dylA 1111TT P8 "t-STr or an lily the -. JjP . Fn• _ ....._._ day PliblAa agwa we iD19tea . _ _ ^•• rr.., Ikr wdertigasf u)/iar. pma.alry aAyedrad ....GO?IILTx.T.a...M6r.S'rA?rGAQrR•.Ikll .... s6E1..STar•..b°? Q•? k.apa fe we fw wtla/dNarily pwDCN) to br fka ppvoa;,„.r_•,,,•... Whets, "mSgdAre... adbw" to fie adthln ieefrarrat, uad aeknuMlawd less _.._._.fhaY»....._. raraaled 1s,• jam Jew Mo parpW rhrreln eaaidlMrd. •r"•yJn ^o•:• IN IvInVEyai 11,11aleA4r, I hrrraMfa w( mya nd and pliiciu etaf ? r• hfi'?p941q y O} !•r Map Ommotwiaa I hercay aw ely Gal else Peauiee R"ideaar of the Ure,:t-v. 14MA"fradr N • _...,.?e..Re...>fax..A.S??.113da,.W1a7Axs,...F.gm?a9xl??!?.9,.,..,k791P.,___.. .............,_..?..,„ ..?. _.. Alluraey far o,onim 9 ' a e 1 a{ b 1 I l ; e .I I € py i ? ! 9 I e I 4 r al f Y ? 1 ? ;g E t ? E _ ,s a GAS, zi t r?luosnsdtrlr o raxxBrcvAa'1.f l SIOiCYiflQ• 4 J.a1CsYrQle?t?t'.Jrw1fY?"M(ZeWz, SrdrWaM etil, tn, forf%c Coun Deed Book V . Vol...A.Az... Page ,._..7f . . W-mmser aUy Hand jLna a'oal of Office, this .. =yQ 7 day of - •, r°??-G "Pr- . no Domini 19 7w Lot \126 ?uE Si • /' i t ?? ???? Tb 1"s , -B, EEC, MADE THE day of April in the year of our Lord one thopaand nine hundred eighty-two (1982). ESTWESN DONALD T. MCCULLOUGH and HELEN G. MCCULLOUGH, his wife, of R. D. 1, Hawville, Cumberland County, Pennsylvania, hereinaft'e :: called GMntors, and DONALD T. MCCULLOUGH and IfELEN G. MCCULLOUGH, his wife, of R.. D. 1, Newville, Cumberland county, Pennsyivaniat 4r4 DONALD A, McCULLOUGH•and VICKY G. MCCULLOUGH, his wife, of the Borough of Newville, Cumberland County, Pennsylvania, hereinafter called Craxtee a r WJTNffiSSETH, that in oo'esidmHox of one Dollar (61.00) and other valuable Consideration DoHary is hand paid, the ncdpt whereof p Atreby acknowledged, the raid grantors do hereby graxt and aonneeyy to the eaid grxnte6 their heirs and assigns as hereinafter provided,, . ALL those three certain tracts of land with the improvements thereon erected, situate in Nest Pennsboro Township, Cumberland County, Pennsylvania; bounded and described as follows: TRACT . 1: BEGINNING At a rail monument in the South line of the ennsyN0van a Railroad Company right of way line, at the distance of 67.8 feet Southwardly from a point in and measured at right angles to the line established as the center line of said Railroad Company's railroad, Newville - Oakville Revision, said Place of Beginning being also'at the distance of 87.2 feet measured Eastwardly along said Southerly line of said right of way line from another point therein at the Easterly end of the Southerly abutment of Highway Bridge No. 0.29; extending thence from said beginning point south 36 degrees 28 minutes East, partly by land of eaid Railroad Company and partly by land now or formerly of A. D. Laughlin, crossing the Northeasterly line of a Public Road, and partly along the middle line thereof, 1421.5 feet to a rail- road spike at a corner of land now or formerly of Cyrus McCullough; thence South 53 degrees. 50 minutes West, by said last mentioned land, Crossing the Southwesterly line of said Public Road, 1512.5 feet to a post At a corner of land now or formerly of Ellen A. Parkert thence North 45 degrees 6 minutes hest, partly by said last mentioned land and partly by other land of the Pennsylvania Railroad Company, Crossing Sig Spring „ 2354,2 feet to a point at or near the Southwesterly corner of Big Spring Bridge No, 29.2; thence the following three courses and dis- tances by land of said Railroad Company: (1) North 76 degrees 27 minutes East, recrossing said Big Spring, 97 feet to A rail monument distant lo5 Peet Southwardly from a point in and measured radially to the said canter line of said railroads (2) North 76 degrees 27 minutes East 595.4 feet to a rail monument distant 95 feet Southwardly from a point in and meas- ured radially to the said canter line of said railroad; and (3) North 81 degrees, 14 minutes Easn recrossing said Public Road, 1386.9 feet to the Place of BEGINNING; Containing 11.734 Acres, more Or less. UNDER AND SUBJECT as to 90 much of the above described premises as is included within the lincs of the Public Road above mentioned, to the use thoraof by all parties lawfully entitled thereto. PROVIDED always and this conveyance is made on condition that neither the Grantors, nor their heirs and assigns, nor the Pennsylvania Railroad. Company shall be liable or obliged to construct or maintain any aGaa '9 WE 157 fence between the above described tracts or parcels of land and land of the said Railroad Company adjoining the same on the southeast and Northwest; or be liable or obliged to Pay for any of the cost or expense of eonatructing . or maintaining such a fence or any part thereof; or be liable for any damage that may result by reason Of the non-existence Of such a fence. EXCEPTING THEREFROM, however: (1) That portion of the above tract designated as Tract No. 2 in the deed of C. Walter Ocher and Bertha S. Ocker, his wife, to Edward a. Lehman dated July 6, 1938, and recorded in the Office of the Recorder of Deeds for Cumberland County in Deed Book "F", Vol. 11, Page 2277 and (2) The tract of land conveyed by Donald T. McCullough and Helen G. McCullough, his wife, to Presbyterian Homes, Inc., by deed dated September 30, 1976, and recorded in the Office aforesaid in Deed Book "V", Vol. 26,. Page 78. , BEING the remaining portion of the property which was conveyed to Donald T. McCullough and Helen G. McCullough, his wife, by C. Walter Ocker and Bertha S. Ocker, his wife, by deed dated April 5, 1954, and recorded in the Office aforesaid in Dead Book "R", Vol. 15, Page 303. TRACT N0. BEGINNING at a point, a corner of land new or formerly of Bar a Oc or and the right of way of the Pennsylvania Railroad Company; thence along the right of way of said Railroad Company, North S6 degrees 39 minutes test 1511 feet to a point; thence by the same, North 86 degrees 29 minutes East 1710.3 feet to a post in line of land now or formerly of Robert McCachranj thence by said land, South 38 degrees 59 minutes East 974.7 goat to a post in line of land now or formerly of Hugh K. McCullough; thence by sai¢ Iand, South 65 degrees 12 minutes West 2109.75 feet to a white oak; thence by the fame, South 55 degrees 57 minutes West 789.2 feet to a point in the State Highway leading to.Gettysburq, A corner of land now or formerly of Hugh K. McCulloughy thence along said lane and the approximate center of said State Highway, North 34 degrees 53 minutes Woet 2027.1 feet to a point, corner of land now or formerly of Bertha ocher; thence along said land, North 55 degrees 20 minutes East 18.5 feet to a point; thence by the same, North 27 degrees 55 minutes Nast 246.7 feet to the Place of BEGINNING; Containing 113.26 Acres. EXCEPTING THEREFROM, however, those certain tracts of land conveyed by Donald T. McCullough and Helen G. McCullough, his wife, as follows: (1) To Melvin Mixell and Ethel R. Mizell, his wife, by dead dated December 2, 1946, and recorded in the office aforesaid in Deed Book "I", Vol. 13, Page 5761 (2) To Melvin Mixell and Ethel R. Mixall, his wife, by deed dated may 1, 1947, and recorded in the Office aforesaid in Deed Bock "O", Vol. 13, Page 6; (3) To Sylvester A, Mixell and Kathleen C. Mixall, his wife, by dead dated December 7, 1946, and recorded in the Office aforesaid in Deed Book "K", Vol. 13, Page 84; (4) To Ralph E. Mohler and Dorothy H. Mohler, his Wife, by deed dated November 18, 1952, and recorded in the office aforesaid in Deed Book "D", Vol. 15, Page 2891 and (5) To Pennsylvania Power 6 Light Company by dead dated December 14, 1978, and recorded in the Office afore- said in Deed nook "r", vol. 28, Page 872. BEING the remaining portion of the property which was conveyed to Donald T. McCullough and Helen G. McCullough, his wife, by Hugh H. McCullough and Marguerite T. McCullough, his wife, by deed dated September 30, 1946, and recorded in the office aforesaid in Deed Book 93", Vol. 13, Page 223. TRACT NO. 3: BEGINNING at an iron pin in line of land now or formerly of W. ' cxees at the Northwest corner of land now or formerly of H. K. McCullough; thence by said land now or formerly of W. W. rickes, North 53 degrees West 30.5 perches to An iron piny thence by land now or formerly of Presbyterial Homes of Central Pennsylvania, North 54 degrees 15 minutes East 62.7 perches to a paint; thence by the same, North 53 degrees 20 minutes East 21.7 perobes to an iron piny thence by the same, North 26 degrees 30 minutes West 20.1 perched thence by the same, North 14 degrees west $4.7 perches to an iron piny thence by the same, North 32 degrees 10 minutes west 7.6 perches to a Pointy thence by the same, North 38 degrees West 11 perches to an iron piny thence by the same, North 49 degrees 45 minutes East 24.1 perches to a point; thence South 36 degrees East 78 Perches to a Pointy thence by land new or formerly of H, K. McCullough, South 38 degrees 45 minutes East 30.5 parches to an iron pint thence by the same, South 53 degrees 45 minutes West 13.6 perches to a point; thence by the same, south 52 degrees 15 minutes West 37.5 perches to an iron piny thence by the same, South 38 degrees 40 minutes East 12 perches to an iron piny thence by the same, south 54 degrees 30 minutes West 77.2 perches to ., the Place of BEGINNINGI Containing 40.75 Acres; more or less. BEING the same property which was conveyed to Donal T. McCullough and Helen G. McCullough, his wife, by Presbyterian Homes of Central Penn- sylvania, by deed dated December 31, 1962, and recorded in the Office aforesaid in Deed Book "5", Vol. 20, Page 877. THE real estate herein described and conveyed is improved with a dwelling house, barns and outbuildi ^s. 1 $? t0ox j 29 Y1.E " ?d1L4Of7[h'SCHafdl?MM54F 9xK*ICX4Mutat xxrkXXWXxxNXk xiftkxxwmek 7t*xAxXoese8ltlamtalWxsGxXapsA IT IS the intention of this deed to vast an undivided one-half interest in Donald T. McCullough and, Nolen G. McCullough, his wife, as tenants by the entiretieal and an undivided one-half interest in Donald A. McCullough and Vicky C. McCullough, his wife, as tenants.by the entireties; said undivided one-half interests to be held respectively as tenants in common, . , , uNDMR AND SUBJECT, however, to the mortgage of Donald T. McCullough and Helen G. McCullough, his wife, to The Federal Land Bank of Baltimore dated October 29, 1975, and recorded in the Office aforesaid in mortgage Book 596, Page 480, which Mortgage the Orentees hereinr by the acceptance of this deed, hereby assume and agree to pay. THIS conveyance is from parents to child and spouse'. AND the said grantors hereby covenant and agree that they will warrant generally the property hereby conveyed, subject, however, as hereinbefore provided.', IN WITNESS WHEREOF, said granter s have hereunto set their hands and seals the day and year frost above written, 019110; OtA.1ra 4118 L)llteerta """""^^"L'-'!'L..G •• ^-• =sL in tge-pteerner of, Donald T. McCUilou h _..... 7-q-.vS..14...YU?.?. Q... o?aV Helen G. McCullough 00M It _.._r.......^.__..........?...._.„......._.f......._... ........................_.........._._......._.....?_..._._........... a feb T do hereby certify that the precise residence and complete post office address of the within named Grantees isr c/o Donald A. McCullough, 86 North Sigh St., Newvills, PA. 17241. N April ;2a , 1982. Attorney for eM..,MYu ry ^ state of PENNSYLVANIA jjjjjj }re. County of CUMBERLAND On thin, the e? 0 day of April , 10 82, before me, the uudmnfgned oBtaer•, personalty appeared Donald T. McCullough and Helen G. McCullough, his wife, hwnun to or (or sadtafaotortty proven) to'be the porsors whose name s are subaeeibed. to the 1uWAin instrument, and ashn0lvtedV4d that they sxscltod the some for the pyl'yVierfl*ta contained: r?M. • H ,i; .. ) •'• IN WITNESS W11RI OF• I hereunto set my hand and o,QEC e?'.5,,' i JANICE E. HERT7LFR, NOTARY PUBLIC . ...... ........ ........... .._...:: .......... rumherland County Ccrlislc, PA Tyt?e'PhW*A% . . t! it Piny Commission Expires Jcnuory 27, 1983 +? DOOK7'29 WE 159 ? X '?'? THIS DEED, MADE THE day of May in the year of our Lord one thousand nine hundred ninety-one (1991) B E T W E E N DONALD T. McCULLOUGH and HELEN O. 10CULLOUGH, husband and wife, of 205 Centerville Road, Newville, Cumberland County, Pennsylvania 17241; and DONALD A. McCULLOUGH and VICKI C. MOCULLOUGH, husband and wife, of 86 North High Street, Newville, Cumberland County, Pennsylvania 17241, Grantors, A N D DONALD T. McCULLOUGH and HELEN 0. McCULLOUGH, husband and wife,- of 205 Centerville Road, Newville, Cumberland County, Pennsylvania 172411 and DONALD A. MOCULLGUGH and VICKY C. MCCULLOUGH, husband and wife, of 86 North High street, Newville, Cumberland County, Pennsylvania 17241, Grantees, WITNESSETH, that in consideration of One and No/loo (11.00) Dollar, in hand paid, the receipt whereof is hereby acknowledged, the Said Grantors do hereby grant and Convey to the said Grantees, their heirs and assigns, as hereinafter provided. ALL THAT CERTAIN tract of Unimproved land situate in West Pennsboro Township, Cumberland County, Pennsylvania, bounded and described, as follows; - TRACj No., BEGINNING at a rail monument in the south line of the Pennsylvania Railroad company right-of-way line, at the distance of. 67.8 feet southwardly from a point in and measured at right angles to the line established as the centerline of said Railroad Company's railroad, Newville-Oakville Revision, said Place of BEGINNING being also at the distance of 87.2 feet measured eastwprdly along said southerly line of said right-of-way line from another point therein at the easterly end of the southerly abutment of Highway Bridge No. 0.291 extending thonco from said beginning point, South 36 degrees 28 minutes East, partly by land of said Railroad company and partly by land now or formerly of A.D. Laughlin, crossing the northeasterly line of a public road, and partly along the middle line thereof, 142115 feet to a railroad spike at a corner of land now or formerly of Cyrus McCullough; thence South 53 degrees 50 minutes want, by said last-mentioned land, crossing the southwesterly line of said public road, 1512.5 feet to a post at a corner of land now or formerly of Ellen A. Parker; thence North 45. degrees o:oKG35 rr?t 661 C6 minutes West, partly by said last-mentioned land and partly by other land of the Pennsylvania Railroad Company, arousing Big spring, 2354.2 feet to a point at or near the southwesterly corner of Big spring Bridge No. 29.2; thence the following three Courses and distances by land of said Railroad Companyt (1) North 76 degrees 27 minutes East, recrossing said Big spring, 97 feet to a rail monument distant 305 feet southwardly from a point in and measured radially to the said centerline of said Railroad, (2) North 76 degrees 27 minutes East, 595.4 feet to a rail monument distant 95 feet southwardly from a point in and measured radially to the said centerline of said Railroad; and (3) North 91 degrees 14 minutes East, recrossing said public road, 1386.9 feet to the Place of BEGINNING. CONTAINING 71.734 aerie, more or less. UNDER AND SUBJECT as to so much of the above-described premises as is included within the lines of the public road above-mentioned, to the use thereof by all parties lawfully entitled thereto. PROVIDED always and this conveyance is made on condition that neither the Grantors nor their heirs and assigns, nor the Pennsylvania Railroad company shall be liable or obliged to construct or maintain any fence between the above-described tract or parcel of land and land of the said Railroad Company adjoining the same on the southeast and northwest, or be liable or obliged to pay for any of the cost or expense of constructing or maintaining such a fence or any part thereof, or be liable for any damage that may result by reason of the nonexistence of such a fence. EXCEPTING THEREFROM, howevers (1) That portion of the above tract designated as Tract No. 2 in the Deed of C. Walter Ocker and Bertha S. Ocker, his wife, to Edward J. Lehman dated July 6, 1938, and recorded in the office of the Recorder of Deeds of Cumberland County, Pennsylvania, in Deed Book "X". Volume 11, Page 2271 and (2) the tract of land conveyed by Donald T. McCullough and Helen 0. McCullough, his wife, to Presbyterian Homes, Inc., by Dead dated September 30, 1976, and recorded in the office aforesaid in Deed Book "V", Volume 26, Page 78. V.o,? BEING Tract No. 1 of the properties which Donald T. McCullough and Helen 0. McCullough, husband and wife, by Deed dated April 2G, 1982, and recorded in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania, in Deed Book "T", Volume 29, Page 157, granted and conveyed unto Donald T. McCullough, et al., Grantors herein. IT IS the intention of this Deed to vast an undivided one-half interest in Donald T. McCullough and Helen G. -2- 64bx C$S Pat 862 McCullough, his wife, as tenants by the entiroties; and an undivided one-half interest in Donald A. McCullough and Vicky C. McCullough, his wife, as tenants by the entireties; said undivided one-half interests to be held respectively as tenants in common. UNDER AND SUBJECT, HOWEVER, to the Mortgage of Donald T. McCullough and Helen G. McCullough, his wife, to The Federal Land Bank of Baltimore dated October 29, 1975, and recorded in the office of the Recorder of Deeds of Cumberland County, Pennsylvania, in Mortgage Book $96, Page 480, which Mortgage the Grantees herein, by the acceptance of this Deed, hereby assume and agree to pay. THIS conveyance is exempt from Pennsylvania Realty Transfer Taxes as a conveyance from parents and eon and daughter-in-law to parents and son and daughter-in-law. AND the said Grantors hereby covenant and agree that they will warrant specially the property hereby conveyed. IN WITNESS WHEREOF, the said Grantors have hereunto set their hands and seals the day and year first above written. signed, sealed and Delivered in the Presence of 1n-andT. MoCU long Helen a..?McccuI ouggrv / ?ial.o (C ( SEAL ) Donald 11 A. M`oyC?u ough ' ??"r ?'11 14 ?fSEAL) V sky . MCCLL .1euo I do hereby certify that the precise residence and Complete post office address of the within named Grantees is 86 North High Street, Newville, Pennsylvania 17241. May /S`, 1991 ," /l rc?-'" Attorney or Grantees ?f .3. FWK G35 PACE 663 F-x? , ?,, -?- E k-\,o e, %a ,",T r.7l':Lrft fl"45V% c; nrr:DS CUIdCcRL,1Ylo colitliy-PA: THIS DEED, `00A01 Miozs Made the _&6day of JANUARY, 2000, BETWEEN Donald A. McCullough and Denny N, McCullough, Exacutora of the Estate of Donald T. Me Cullough, tape of West Pennsboro Township, Cumberland County, Pennsylvania, party of the first part, hereinafter referred to es Grantor, AND Donald A. McCullough and Vicky C. McCullough, husband and wife, of West Pennsbom Township, Cumberland County. Pennsylvania, party of the second pan, hereinafter referred to as Grantee, WHEREAS, the sold Donald T. McCullough died on March 24, 1098, leaving a Last Will and Testament dated August 26, 1998 and proved in the o8ks of the Register of Wills M and for Cumberland County and recorded therein at File ft 21-98-0289, by which he appointed Donald A. McCullough and Denny H. Mc0ulough as his Executors. WHEREAS, the Cumberland County Reglater of Wills Issued Letters Testamentary to Donald A. McCullough and Denny H. McCullough as Executors of the Estate of Donald T. McCullough on April 3,1096; and WHEREAS, at the time of his death, the said Donald T. McCullough and Helen G. McCullough owned an undivided one-half (%) Interest In a certain tract of land hereinafter described; and WHEREAS, the said Helen G. McCullough predeceased bar husband Donald T. McCullough, having died on December ? 1986 and her interest in this undivided one-halt (H) Interest In the reel estate passed by operation of taw to her husband, Donald T. McCullough; WHEREAS, Donald T, McCullough entered Into an Inslallmenl Salsa Agreement with Donald A, McCullough and Vicky C. MoCu0oygh which provided for the transfer of the Dead after a8 payments under the Agreement had been made.; WHEREAS, the First and Final AecuuniBg for the Estate of Donald T. McCullough was presented for heafkt9 by the Court on October 12,1999. The Court approved the Flat and Final Accounting as filed. WHEREAS, all payments have been made pursuant to the Installment Sales Agreement and the Estate Is now obligated to complete the transfer. MoQea+ss n sroo van st tvteres saortw e66K 215 ?ACE 262 NOW THIS INDENTURE WITNESSETH, that the said Grantor, for and in consideration of one and 00/100 ($146) Dollar, lawful money of the United States, to him well and truly paid by the sold Grantee at and before the sealing and dilOvery hereof, the Moelpt whereof Is hereby acknowledged, by virtue of the power granted by law, has granted, bargained, sold, allened, released, and confirmed, and by these presents does grant, bargain, sell, alien, release, and confirm unto the sold Grantea, his heirs and assigns, as tenants by the entlretles, All that certain tract or parcel of land and premises situate, lying, and being in the Township of West Ponnsboro, County of Cumberland and Commonwealth of Pennsylvania, more particularly described as follows: BEGINNING at a rag monument In the south One of Me Pennsylvania Railroad Company dghtof-way line. of he distance of 67,6 feet southwadly from a point In and measured at right angles to the the established as the cenlerlina of said Railroad Company's railroad, NewvIde•Oatwl6e Revision, said Place of BEGINNING being also at the distance of 67.2 fast measured sastwardly along sold southody, line of sod dghl-af-way tine from another point Mersin at the easterly end of the souibedy abutment of Highway Brdge No. 0.29; extending thence from said beginning point, South 36 degrees 28 minulee East, party by land of said Railroad Company and partly by land now or formerly of A. 0. Laughlin, crossing the northeasterly One ofa public road, and partly along the middle line thereof, 1421.6 feet at a railroad spike at a comer of land now or formerly of Cyrus McCullough; thence South 63 degrees 60 minutes West. by said lost- mentioned land, crossing the southwesterly One of said public road, 1612.6 feet to a post at a comer of land now or formerly of Egan A. Parker, thence North 46 degrees 06 minutes West, partly by said last-mangoned land and partly by other lend of the Pennsylvania Railroad Company, crossing Big Spring, 2364.2 feet to a point at or near the southwesterly corner of Big Spring Bridge No. 29,2; thence the following three courses and distances by land of said Rallmed Company.. (1) North 76 degrees 27 minutes East, recrossing said Big Spring, 97 feet to a rail monument distant 106 feet southwaNly from a point In and measured radially to the Bald cemerllne of said Railroad; (2) North 76 degrees 27 minutes East, 096.4 feet to a rag monument distant 95 test southwardly from a point In and measured radially to the said centerline of sold Wroad; and (3) North 81 degrees 14 minutes East, recrossing said public road, 1386.9 feet to the place of BEGINNING. CONTAINING 71,734 some, more or loss. UNDER AND SUBJECT as to eo much of the above-desonbed promises as Is Included within the lines of the public road above-mentioned, to the use thereof by all parties lawfully entitled thereto. PROVIDED always and this conveyance is made on condition that neither the Grantors nor their heirs and assigns, nor the Pennsylvania Railroad Company shall be liable or obliged to construct w maintain any fence between Imo above- desoribed Imot of portal of land and land of the said Railroad Company adjoining the same on the southeast and -2- 6661f .r2j,J FACE 263 northwest; or be liable or obliged to pay for any of the cost or expense at constructing or maintaining such a fence or any part thereof, or be Itable for any damage that may result by reason of the nonexistence of such a fence. EXCEPTING THEREFROM, however. It) That portion of the above trap designated as Tract No. 2 In Ins Deed of C. Walter Ocker and Borgia S. Ocker, his wife, to Edward J, Lehman dated July 6, 1038, and recorded In the Office of the Recorder or Deeds of Cumberland County, Penneytvonla, In Deed Book')(', Volume 11, Page 227; and (2) the tract of land conveyed by Donald T. McCullough and Helen G. McCullough, his wile, to Presbyterian Homes, Inc., by Dead dated September 30. 1076, end rocorded In the Office aforesaid M Dead Book '%F. Volume 28, Page 78. L a,, BEING the same promises which Donald T. McCullough and Helen R. McCullough, husband and wife, and Donald A. McCullough and Vicky C. McCuhough, husband and wife granted and conveyed unto Donald T. McCullough and Helen G. McCullough, husband and wife, and Donald A. McCullough and Vicky C. McCullough, husband and wile, by deed dated May 16, 1901, and recorded In pro office of the Recorder of Deeds for Cumbedand County In Deed Book C. Vol: 36, P.66/ on May 15, 1001, gold Helen 0. McCullough died on December 2, 1996, and ilia to her Interest In the property vested in her surviving spouse, Donald T. McCullough, by right of survivorship. UNDER AND SUBJECT to any and all existing covenants, restrictions, easements, and conditions of record, It any. TOGETHER with 28 and singular the buildings, improvements, ways, woods, waters, watercourses, rights, liberties, privileges, heroditements, and appurtenances whatsoever Mrounto belonging or in anywise appertaining, and the reversions and remainders, rants, Issues, and profile thereof; and also 08 the estate. right, title, Interest, use, trust, property, possession, claim, and demand whatsoever of him. the said Donald T. McCullough, at and immediately before the time of his decoase, in law, equity, or otherwise. howsoever, of, In, to, or out of the same. TO HAVE AND TO HOLD the said premises, together with the heredhaments and premises hereby granted and retgased, or mentioned and Intended so to be, with the appurtenances, unto the said Grantee, his heirs and Designs, to and for the only proper use and behooi of the said Grantee, his heirs and assigns, forever. AND the said Grantor, for himself, and his heirs, executors, and administrators. does covenant, promise, and agree, to and with the said Grantee, his helm and sasigns, and by these presents, that he, the said Grantor, has not done, commltled, or knowingly, or willingly suffered to he dare or committed, any act, matter, or thing whatsoever whereby IM premises hereby granted, or any part thereof, Is, are, shah, or may be Impeached, charyad, or Incumbared, in title, charge, estate, or otherwise howsoever, •3• BOOK 215 PAGE 264 TAX PARCEL NO. The tax parcel number for the above-described lmol Is as follows; 48&08- k 0691-010. ..r" TAX EXEMPT - This transfer is being made pursuant to the less; or a testamentary instrument end Is, therefore, exempt from malty transfer taxes pumuent to Ponnsylvenle Realty Transfer Tax Act Section 1102.0.3(7) and Regulation SeMn 91.169(a). This transfer is also a bamsfsr from father to son and daughteMn-law and Is therefore exempt from malty transfer taxes. IF THIS INSTRUMENT is executed by more than one person or corporation or troth as Carantcr, the promises and representations of each shalt be joint and several. Whenarm used, the singular number shall Include the plural, the plural the singular, the use of any Candor shell include all genders, and the words `Grantor- anal -Grantee' wtmrwar used, shag include their heirs, executors, administrators, sucoessom, or assigns. IN WITNESS WHEREOF, the said Donald A. McCullough and Denny H. McCullough, Executors of the Estate of Donald T. Mccullouh, have hereunto not their hands and saals the day and year first above written. Signed, tested and dellyered ESTATE OF DONALD T. MCCULLOUGH In thee press of. ,? n U J _ 8y: Jh-^-4?'dYP (•...iCr,w (SEAL) Donald A. McCullough, Exaah or Den H. McCullough, outor Certlffcsto Of Residence I hereby Willy that the precise residence of the Grant" herein is, 205 Gmenrbgq Lane Neville, PA 17241 Ago tit or Oramea 4. 800K 215 fur 265 ?? ,,b?? ?xh THIS AGREEMENT, made this 3 *-*+;day of 1991, by and between DONALD T. MaCULLOUGH and HELEN G. MOCULLOUGH, husband and wife, and DONALD A. McCULLOUGH and 9ICZY O. mcamLOUGa, husband and wife, parties of the first part, hereinafter called Grantors and 4RESBYTERIAN HOMES, INCORPORATED, a Pennsylvania nonprofit corporation, party of the second part, hereinafter called Grantee. W I T N E 8 B E T R: The parties hereto, intending to be legally bound, promise, declare and agree as follows: 1. Grantors shall sell and convey to Grantee and Grantee m c ., shall receive all of that certain lot or parcel of land sityategiR ?C*3.i mOi? West Pennsboro Township, Cumberland County, Pennsy v raj x containing an area of 1.383 acres, "more or less, which is mcrr re c-? 0 1 fully identified in the description set forth in Exhibit A aaacg m m hereto and made a part hereof by reference (the "premisesynk o the consideration of One ($1.00) Dollar and other good and valuable consideration, which Grantee agrees to pay to Grantors upon the signing and execution of this Agreement. 2. Grantors shall make, execute and deliver to Grantee a good and sufficient special warranty deed for the proper conveyancing of the premises in fee simple, free and clear of all liens and encumbrances, except for recorded restrictions, utility a easements and other items of record in the Cumberland County Court House which do not unreasonably interfere with the use of the premises. 3. Possession of the premises shall be delivered at settlement. Settlement shall occur within a reasonable time after execution of this Agreement. 4. in further consideration of the conveyance from Grantors to Grantee, Grantee hereby grants and conveys to Donald A. and Vicky C. McCullough, husband and wife, an easement and right-of- way upon and across a 504 wide road of Grantee, known as "Green Ridge Lane," providing access to Pennsylvania Route No. 233, as set forth and described in a subdivision Plan, a true and correct copy of which is marked Exhibit B, attached hereto and made a part hereof by reference. The easement and right-of-way granted herein shall be used only for the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough. 2 y ko 5. The easement and right-of-way granted herein shall be perpetual or for so long as it is used for ingress and egress to the private residence of Donald A., and Vicky C. McCullough and their children and lineal descendants. In the event Donald A. and Vicky C. McCullough and/or their children and lineal descendants decide to sell or otherwise dispose of the residence for which the easement and right-of-way has been granted, Grantors hereby grant to Grantee, its successors and assigns, a right-of-first refusal to purchase the residence property for which the above granted easement and right-of-way was given, for its fair market value determined by averaging two appraisals made by qualified appraisers employed by each party. Grantee agrees to warrant and forever defend the above described easement and right-of-way given to Donald A. and Vicky C. McCullough against every person whomsoever lawfully claiming or to claim the same or any part thereof. Notwithstanding any of the foregoing, the easement and right-of- way granted herein shall terminate when or at such time as the purposes for which it was granted cease to exist, are abandoned or become impossible of performance. 6. Possession of the premises shall be delivered and use of the easement and right-of-way shall commence at the time of settlement. 3 10 7. Grantors agree to pay all real estate taxes and any and all municipal charges that may be assessed against the premises until the time of settlement. Grantors and Grantee agree that any and all realty transfer taxes shall be borne equally by the parties. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. WITNESSES: GRANTORS: We, DONALD T. MCCULLOUG$ A4 LT.) / , lit 14, zv-'? (SEAL) HELEN G. XbCULLOUGHrl- (SEAL). DONALD A. McC?ULLOU VICKY . MaCIILLOIIGH GRANTEE: ATTEST: PRESBYTERIAN HOMES, INC. Secretary ?• ALBERT L. SCHARTNER, President (SEAL) 4 EXHIBIT A All the following described ~tract of land situate in west Pennsboro Township, Cumberland County; Pennsylvania, bounded and described as follows: ' BEGINNING at an existing iron pin on the southern line of a fifty foot wide access road, known as Green Ridge Lane, said existing iron pin being a corner common to land of Presbyterian Homes, Inc. and land of Donald T. and Helen G. McCullough and Donald A. and Vicky C. McCullough; thence from said point of beginning by other lands of Donald T. and Helen G. McCullough and Donald A. and Vicky C. McCullough S 15° 33' 27" W 524.52' to an existing iron pin at land of Presbyterian Homes, Inc.; thence by land of Presbyterian Homes, Inc. N 31° 18' 51" W 125.74' to an existing iron pin; thence by the same N 35° 35' 44" W 181.38' to an existing iron pin; thence continuing by the same N 51° 12' 57" E 399.74' to an existing iron pin, the point of beginning. containing 1.383 Acrest as shown on a plat prepared by Dennis E. Black Engineering, Inc., dated 1013191, Drawing Number 91-75 and entitled "A Land Subdivision For Donald T. & Helen G. McCullough and Donald A. & Vicky C. McCullough in West Pennsboro Township, Cumberland County, PA." BEING a portion of Tract No 1 of the properties which Donald T. McCullough and Helen G. McCullough, husband and wife, by Deed dated April 20, 1982, and recorded in the office of the Recorder of Deeds of Cumberland County, Pennsylvania, in Deed Book "T," Volume 29, Page 157, granted and conveyed unto Donald T. McCullough and Helen G. McCullough, his wife and Donald A. McCullough and Vicky C. McCullough, his wife, Grantors herein. LLJ r .. i ti ,fir}( o lYfl` V ? <G LL ? N < F uzi rrz 11 OZ3 a = ? a 5 ZJ n `a c7OZ z s cr? LUW(L ?'$? ` ,? '(ayYx raj o Y? S? ZWm P, 111 N yF o d? n Qp o n? 7?y xZW YN p Yg< 7 ? u ?yy GC3 attm W W s aY??JJ o d 1 to 8?§ mzI W00 d N CA IILI !- J ci '1W O O .. Z p o ?d 1 ? s N ? N ? N 6?j {j?amr N W Q Z ? Y 4 F S QI U V , JL1;Y f QS S ?x9 o? 0o / O Y 1 N tl J 3 ' O UV?}} W ,t.. d all O . 0 O 11?o/ W N 4 J - Q y Z: F a o, r umro v u J >? O 0 'm /; aWN lug ? d p ZuV? yyVrr Q 1 O n W CC'..gT,iGHy = 2 In' I I 40 go N J N 4. i U Pl S o N1 , ! z ar'n Z ! ???Ur !L ? w w ?w I I .?11 i II V d d m Q 4 < ? 1 g p Q 8 8 d 4 ;? oQ G Q Z C) Zza 1 1 / O O ? 1? M 7 ; s r as co 3 ?+ N V) 1 2 Q' 141 `/U'/ ' m WI?IN'' f" / m / Y o ? OlNlxl .!/ ? ?? ?f \\ O W m IS- d ul /. ,/?. j//r V) N a /Ypa!' I ; ?Lu // v U a sa''? - < ?'a J ? 1 3 4 T` q ?1 J- 3 : 'a?Yy40 o / es? sa o sates ^ I Q 1 COMMONWEALTH OF PENNSYLVANIA SS.. COUNTY OF CUMBERLAND .v :L On this, the day of 199x, before me, a Notary Public,-the undersigned offige?r, personally appeared ALBERT L. sCHARTNER and CAROLINE CHRISTINE, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. IN WITNEss WHEREOF, I have hereunto set my hand and official seal. No ark ry Public 7t"??rdlifiiap.'•jp1Y10? ? ?"..,.i COMMONWEALTH OF PENNSYLVANIA SS.. COUNTY OF CUMBERLAND t On this, the day of 1991, before me, a Notary Public, the undersigned officer, personally appeared DONALD T. McCULLOII611 and HELEN Q. MOCULLOUGH, his wife, and DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, his wife, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. 4Z2214XO- NotAt'ry Public Nofa.iu --cal Conde J. Tritt, Ncisry Public Cd!isle, CUTborlAW COUnty My Commisdon Expires Oct. L, 5982 I *? ??- C< ? ??,?htra.n =AWn MADE THE " day of April in the year two thousand five (2005), DETii'BEN DONALD A. MCCUUA)UGH AND VICKY C. McCULLOUGH, husband stud wife, of the Commonwealth of Pennsylvania hereinafter called Grantors, AND HAPItY H. WXI ,CR., adult individual, of the Commonwealth of H Pennsylvania, herobnattor called Grantee, W[TNISSSETff, that in consideration of the sum of Two Addlion Five hundred co Thirty Two Thousand and no1100 ($2,S32,000,00) Dollars, the receipt whereof is hereby r acknowledged, the said Grantors do hereby grant and convey unto the said Gramoe, bus heirs and assigns; ALL 'T'HOSE CERTAIN tracts or parcels of land and premises situate, ly.n& and being in the Township, of West Pennsboro, County of Cumberland and Commonwealth of Pennsylvania, more particularly described as follows: TRACT NO, I 8P,GINHIING at a rail monument in the South line of the Pennsylvania Railroad company right of way liner at the distance of 6,78 feet Southwardly from a point in and measured at right angles to the line established as the center line of said Railroad Company's railroad, Newville - Oakville Revision, said Place of Beginning being also at the distance of 87.2 feet measured Fastwardly along said Southerly line of said tight of way line $om another point therein at the Easterly and of the Southerly abutment of highway Bridge No. 4.29; extending thence fmm said beginning point South 36 degrees 28 minutes East, partly by land of said Railroad Company and partly by land now or formerly of A. D. Laughlh crossing the Northeasterly line of a Public Road, and partly along the middle line thereof 1421.5 feet to a railroad spike at a corner of land now or formerly of Cyrus McCullough; thence South 53 degrees 50 minutes West, by said last mentioned land, crossirg the Southwesterly line of said Public Road, 1512.5 feet to a post at a, comer of land now or formerly of Ellen A. Parker; thence North 45 degrees 6 minutes West, partly by said last mentioned land and partly by other land of the Pennsylvania Railroad Company, crossing Big Spring, 2354.2 feet to a point at or near the Southwesterly corner of Sig Spring Bridge No. 29.2; thence the ibllowing three courses and distances by lend of said Railroad Company: (1) North 76 degrees 27 m9rartes East, recrossing said Big Spring, 97 feet to a rail monument distant 105 feet Southwardly from a point in and measured radially to the said center line of said railroad; (2) North 76 degrees 27 minutes East 595.4 feet to a rail monument distant 95 fiat Southwardly from a point in and measured radially to the said center line of said railroad; sou WO FAA707 r_ ? ar rn ^J A b ••? 'h ni ° ra m and (3) North 81 degrees 14 minutes Past, recrossing said Public Road, 1386.9 loot to the Place of BEGMNWG. CONTALMG 71.734 Acres more or less. LESS Ho'WEVM more or less 1.383 acres less aereago to Presbyterian Homes, Inc., by deed dated February 27, 19M and recorded in the Office of the Recorder of Deeds in and for Cumberland County, Ponnsylvania, in Dead Book V, Volume 35, Page 466. UNDER AND S1I>1J1ECT to a recorded Agreement dated December 30, 1991, by and between Donald T, McCullough and Helen 0. McCullough and Donald A. McCullough and Vicky C. McCullough and Presbyterian Homes, Inc., providing the Presbyterian Homes, Inc. with a right of first refitsal to purchase Cluntors'_residence, which is a oart of Tract No. 1, recorded October 4,_ 1994, in the 012oo of the Recorder of Deena m anti for Cumberland County, Pennsylvania, m Miscoaemous Book 483, No 513. UNDER AND SUDMCT as to so much of the above described promises as is included within the lines of the Public Road above mentioned, to the use thereof by all parties lawfully entitled thereto. UCBDER AND SUBJECT provided always and this conveyance is made on condition that neither the Grentors, nor their heirs and assigns; nor the Pennsylvania Rallroad Company shall be liable or obliged to construct or maintala any fence between the above described tracts or parcels of land and land of the said Railroad Company adjoining the same on the Southeast and Northwest; or be liable or obliged to pay for any of the cost or expense of constructing or maintaining such a fierce or any pan thereof, or be liable for any damage that may result by reason of the non-wdstenco or such a fence; EXCEPTING THEREFROM, however: (1) That portion of the above tract designated as Tract No. 2 in the deed of C. Walter Acker and Bertha Si Acker, his wife, to Edward 1, Lehman dated July 6, 1938, and recorded In the Office of the Recorder of Deeda for Cumberland County in Deed Book X, Volume I), Page 227; and (2) The tract of land conveyed by Donald T. McCullough and Haler G. McCullough, his wife, to Presbyterian Homes, by deed dated September 30, 1976, and recorded in the Office aforesaid in Deed Book V, Volume 26, Page 78. UNDER AND SUBJECT to any existing covenants, easements, encroachments, conditions, restrictions, and agreements affecting the property. BEING the same promises which Donald T. McCullough and Helen 0. McCullough, by Deed dated April 20, 1982, and recorded April 20, 1982, in the Office of the Recorder of Deeds in and for Cumbaland County in Record Book T, Volume 29, Page 157, conveyed equal one-half (112) Interests to Donald T. McCullough and Helen G, BOOK 1?68 PABE17% McCullough, his wife and Donald A. McCullough end 'Vicky C. McCullough, Grantors herein. Also being the some premises which Donald A. McCullough and Denny H, McCullough, Executors of the Estate of Donald T. McCullough conveyed the remaining one-half (1/2) interest by deed dated January 11, 2000 and recorded January 21, 2000, in the Office of the Recorder of Deals in and for Cumberland County, Pennsylvania, in Deed Book 215, Pap 262, in Donald A. McCullough and Vicky C, McCullougb thereby, vesting one hundred percent fee simple We in Grantors heroin. W ali.li?`L 1 BEGINNING at a point, a comer of land now or for uierly of Bertha Ocher and the tight of way of the Pennsylvania Railroad Company; thence along the right of way of said Railroad Company, North 86 degrees 39 minutes East 1511 feet to a point; thence by the same, North 86 degrees 29 minutes East 1710.3 feet to a post in line of land now or formerly of Robert McCachran; thence by said land, South 38 degrees 59 minutes East 974.7 feet to a post in line of land now or formerly of Hugh K. McCullough; thence by said land, South 65 degrees 12 minutes West 2109.75 feet to a white oak; thence by the same, South 55 degrees 57 minutes West 789.2 feet to a point in the State Highway leading to Gettysburg, a comer of land now or fotmerly of Hugh K, WArIlough; thence along said land and the approximate center of said State Highway, North 34 degrees 53 tulrtutes West 2027.1 feet to a point, comer of land now or formerly of Bertha Ocher; thence along said land, North 55 degrees 20 minutes East 18.5 feet to a point; thence by the same, North 27 degrees 55 minutes West 2463 feet to the Place of BEGINNING, CONTAINING more or less 113.26 Acres. EXCIEPTING THEREFROM, however, those certain tracts of land conveyed by Donald T. McCullough and Helen e, McCullough, his wifb, as follows; (1) To Melvin Mixell and Ethel R. Mixell, his wife by deed dated December 2, 1946, and recorded in the Office aforesaid in Deed Book L Vol. 13, Page 576; (2) To Melvin Mixell and Ethel R. Mixeli, his wife, by deed May 1, 1947, and recorded in the Office aforesaid in Deed Book O, Vol. 13, Page 6; (3) To Sylvester A. Mbiell and Kathleen C. Mixed, his wife, by deed dated December 7, 1946, and recorded in the Office aforesald in Deed Book 1C, Vol. 13, Page 84; (4) To Ralph E. Mohler and Dorothy H, Mohler, his wife, by deed dated November 18, 1952, and recorded In the Office in Deed Book D, Vol. 15, Page 289; and (5) To Pennsylvania Power & Light Company by deed dated Deoember 14, 1978, and recorded in the Office aforesaid in Deed Book F, Vol. 28, Page 872. TINDER AND SUBJECT to any existing covenants, easements, encroachments, conditions, restrictions, and agreements affecting the property. BOOK 268 PACE17M TB&C NO: 3 BEGDnQNG at an iron pin in fine of land now or fbrmerly of W,W. Fickes at the Northwest corner of land now or fbrmorly of H.K McCullough; thence by said land now or formerly, of W.W. Fickes, North 53 degrees West, 30.S perches to an iron pin; thence by land now or formerly of Presbyterian Homes of Central Pennsylvania, North 54 degrees 15 minutes East 62.7 perches to & point; thence by the same, North 53 degrees 20 minutes Bast 21.7 parches to an iron pin; thence by the sarne, North 26 dogma 30 mimxtes West 203 perches; thence by the same, North 14 degrees West 54.7 perches to an iron pin; theme by the same, North 32 degrees 10 minutes West 7.6 perches to a point; thence by the same, North 38 degrees West 11 perches to an iron pin; thence by the same, North 49 degrees 45 mimrtes East 24.1 perches to a point; thence South 38 degrees East 78 perches to a point; thence by land now or farmerly of H.K. McCullough, South 38 degrees 45 minutes East 30.5 perches to an iron pin; thence by the same; South 53 degrees 45 tninutes West 13.6 perches to a point; thence by the same, South 52.dogrees 15 minutes West 37,5 perches to an bon pin; thence by the same, south 38 degrees 40 minutes East 12 perches to an iron pin; thence by the same, South 54 degrees 30 minutes West 77.2 perches to the Place of BEGINNING. 1TNDLR AND SUBJECT to any existing covenants, easements, encroachments, conditions, restrictions, and agreements affecting the property. BEING the same premises which Donald T. McCullough and Helen G. McCullough, by Deed dated April 70. 1982, and recorded April 20, 1982, in the Office of the Recorder of Deeds in and for Cumberland County in Record Book T, Volume 29, Page 157, conveyed equal one=half(1/2) interests to Donald T. McCullough and Helen G. McCullough, his wife and Donald A. McCullough and Vicky C. McCullough, Granws herein. Also being the same premises, which Donald A. McCullough and Denny II. McCullough, Executors of the Estate of Donald T. McCullough conveyed the remaining one-half (1/2) interest by deed dated January 11, 2000 and recorded January 21, 2000, in the Office of the Recorder of Deeds in and for Cumberland Courdy, Pennsylvania, in Deed Book 215, Page 256, in Donald A. McCullough and Vicky C. McCullough thereby westing one hundred percent fee simple title in Grantors harein. "TRACT W- 4 BEGINNING at an existing post at corner of the within descnlxd Lot No. 2 and lands now or formerly of Donald A McCullough and in line of lands now or formerly of Kurt R Schneider, thence along line of lands of McCullough, North forty (40) degrees four (04) minutes thirty (30) seconds West, nine hundred severity-two and thirty-nine hundredths (972.39) feet to a point in liac of lands now or formerly of PP&L, Inc.; thence along line of lands now or formerly of PP&L, Inc., North eighty-four (84) degrees Arty- six (46) minutes zero (00) seconds )vast, eighty-three hundredths (0.83) fleet to an existing rail monument; thence continuing along One of lands of PP&L, Inc., North eighty-four (84) degrees fifty-six (56) minutes zero (00) seconds Bast, one thousand two hundred eighteen and one hundredths (I218,01) feet to a act iron pin at common corner of Lot No. 600x 268 man o 2 & 3 on the above referred to subdivision Alan; thence along common boundary be of Lot No. 2m 3. South fifteen 05) degrees tmrty-five (35) minutes thirty-five (35) seconds East, one thousand sixteen and sixty hundredths (1,016.60) foot to an existing post at confer of Lot No. 4, thence along common boundary line of Lot No. 4, South seventy- three (73) degrees seven (07) minutes twenty-three (23) seconds West, four hundred fifty-two and tour hundredths (452.04) feet to a set iron pin in line of land now or formerly of Kurt P. Schneider, thence along line of land now or formerly of Schneider. North nineteen (19) degrees twelve (12) minutes forty-one (41) seconds West, fbur hundred twenty-six and fiva hundredths (426.05) feet to an existing post; thence continuing by same. South sixty-three (63) degrees thirty-two. (32) minutes twenty-one (21) seconds West, three hundred twenty-two and thirty-three hundredths (322.33) feat to an existing post, the point and place of BEGDMWG. CONTAMING 20.7905 acres, more or less in accordance with the above referred to subdivision plan. MING a pan of Parcel No. I in Cumberland County Deed Book & Volume 36, Page 408. UNDER AND SUBJECT to building setback lines and other notations and conditions as shown on the above refttred to subdivision plan. BEING the same.premises conveyed by Maralee G. Rook by her Attorney in thct, Joseph S. Rook, Jr, and Joseph S. Rook,' Jr. Pxecutor of The Estate of Joseph S. Rook, Sr., by Deed dated December 14, 1999, and recorded December 14, 1999; in the Office of the Recorder of Deeds in and for Cumberland County In Record Book 213, Page 136, to Donald A. McCullough and Vicky C. McCullough, Grantors herein. UNDER AND SUBJECT to any existing covenants, easements, encroachments, conditions, restrictions, and agreements affecting the property. AND the said Grantors hereby covenant and agree that they will warrant specially the property hereby conveyed. coos 265 rACEOU IN i17V NE,9S MMUOF, said Grantors, has hereunto set their hands and seals the day and year first above written. DONALIa A. MC OUCH J CKV C. MCCUI UGH COMMONWEALTH OF PENNSYLVANIA ) ss. hiCUMB? F?XI.AAIY7 ) COUNTOn YtOFs, the day of April, 2005, before me, the undersigned officer, personally appeared Donald A. McCullough and Vicky C. McCudeugb; bgsband and wife, known to me (or sstisfactorily proven) to be the persons whose names are subscribed to the within instrument, and acknowledged that they muted same for the purposes therein contained. IN WTINESS WHER]"sOF, T heramto seylrry han6nd,o*j; seal. AL J?tlgYNIn? 4 ME1 pop Msrkr. ??n?M' d Baux 266 PABEM2 Signed, Se" and Ds hwW I do hereby certify that the within named Grantee is; _ and i office address of r?04 SALZMANN HUGims, PC 95 Alexander Spring Road Carlhic, PA 17013 1,Certify this to be recorded in Cumberland County PA Recorder of Deeds OWK X68 r+c¢? 7? 3 W ?{?1 l w, , -a C,I'` 3 PRESBYTERIAN HOMES, INCORPORATED, Plaintiff, V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY No. ???oS-?kOD CA-Lj PRAECIPE FOR LIS PENDENS TO THE PROTHONOTARY: Please index the above-captioned action as a lis pendens against the following real property: BEGINNING at a rail monument in the South line of the Pennsylvania Railroad Company right of way line, at the distance of 6.78 feet Southwardly from a point in and measured at right angles to the line established as the center line of said Railroad Company's railroad, Newville - Oakville Revision, said Place of Beginning being also at the distance of 87.2 feet measured Eastwardly along said Southerly line of said right of way line from another point therein at the Easterly end of the Southerly abutment of Highway Bridge No. 0.29; extending thence from said beginning point South 36 degrees 28 minutes East, partly by land of said Railroad Company and partly by land now or formerly of A.D. Laughlin, crossing the Northeasterly line of a Public Road, and partly along the middle line thereof, 1421.5 feet to a railroad spike at a corner of land now or formerly of Cyrus McCullough, thence south 53 degrees 50 minutes West, by said last mentioned land, crossing the Southwesterly line of said Public Road, 1512.5 feet to a post at a corner of land now or formerly of Ellen A. Parker; thence North 45 degrees 6 minutes West, partly by said last mentioned land and partly by other land of the Pennsylvania Railroad Company, crossing Big Spring, 2354.2 feet to a point at or near the Southwesterly corner of Big Spring Bridge No. 29.2; thence the following three courses and distances by land of said Railroad Company; (1) North 76 degrees 27 minutes East, recrossing said Big Spring, 97 feet to a rail monument distant 105 feet Southwardly from a point in and measured radially to the said center line of said railroad; (2) North 76 degrees 27 minutes East 595.4 feet to a rail monument distant 95 feet Southwardly from a point in and measured radially to the said center line of said railroad; and (3) North 81 degrees 14 minutes East, recrossing said Public Road, 1386.9 feet to the Place of BEGINNING. CONTAINING 71.734 Acres more or less. EXCEPTING THEREFROM, however (1) that portion of the above tract designated as Tract No. 2 in the Deed of C. Walter Ocker and Bertha S. Ocker, his wife, to Edward J. Lehman, dated July 6, 1936, and recorded in the Cumberland County Recorder's Office in Deed Book "X", Vol. 11, Page 227; and (2) The tract of land conveyed by Donald T. McCullough and Helen G. McCullough, his wife, to Presbyterian Homes, Inc., by deed dated September 30, 1976 , and recorded in the office aforesaid in Deed Book V, Volume 26, Page 78 BEING the same premises identified as Tract No. 1 in the deed dated April 5, 2005, and recorded in Cumberland County, Pennsylvania on April 11, 2005, in Deed Book 268, Page 1707, granted and conveyed unto Harry H. Fox, Jr. The undersigned hereby certifies that this action affects title to or other interest in the above-described real property. McNEES WALLACE & NURICK LLC By /0- L . ?r ?-- Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: November 7, 2005 2 o O lJ ? 3 cv :r T -n i T" PRESBYTERIAN HOMES INCORPORATED, Plaintiff NO. 2005-5800 V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., CIVIL ACTION -Equity Defendants ACCEPTANCE OF SERVICE I accept service of the Complaint in this action on behalf of Defendants DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, and certify that I am authorized to do so. P.C. Jam s D. es, Esquire Atto 58884 354 Alex der Spring Road Suite 1 PA 17013 7 11__? Date: December (0-, 2005 Attorney for Defendants Donald A. McCullough and Vicky C. McCullough (?J ? Q G7 rr >rn cn ' ma - c >,PBESjRIAL H N1ES, INC Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, Husband and wife, and HARRY H. FOX JR., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 05-5800 C7 o O cn 2` n p1m -n T CIVIL ACTION - EQUITY ?' cY ACCEPTANCE OF SERVICE I accept service of the Complaint in this action on behalf of Defendant HARRY H. FOX JR., and certify that I am authorized to do so. Date: Brian C enbach SCHRACK & LINSENBACH 124 West Harrisburg Street Dillsburg, PA 17019 (717)432-9733 Cl1 r I'' N I'TI _a - Uy "J .s SALZMANN HUGHES, P.C. James D. Hughes, Esquire, G. Bryan Salzmann, Esquire 354 Alexander Spring Road, Suite 1 David H. Martineau, Esquire, E. Ralph Godfrey, Esquire Carlisle, PA 17013 Attorneys for Defendants Donald A. McCullough & 7?1Z9-6333 _ Vic C McCullough PRESBYTERIAN HOMES, INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY DOCKET NO. 2005-5800 NOTICE TO PLEAD TO: Presbyterian Homes, Incorporated, Plaintiff c/o Helen L. Gemmill, Esquire McNees, Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 You are hereby notified to plead to the enclosed New Matter within twenty (20) days from service hereof or a default judgment may be entered against you. Dated: o? SALZMANN HUGHES., P. .- By ??fl James D. Hughes, Esquire Attorney I.D. No. 58884 G. Bryan Salzmann, Esquire Attorney I.D. No. 61935 E. Ralph Godfrey, Esquire Attorney I.D. No. 77052 David H. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road, Suite 1 Carlisle, PA 17013 (717) 249-6333 Attorneys for Defendant P PRESBYTERIAN HOMES, INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY DOCKET NO. 2005-5800 DEFENDANTS DONALD A. MCCULLOUGH AND VICKY C. MCCULLOUGH'S ANSWER WITH NEW MATTE TO PLAINTIFF'S COMPLAINT Defendants, Donald A. McCullough and Vicky C. McCullough, by and through their attorneys, Salzmann Hughes, P.C. answer the corresponding numbered paragraphs of Plaintiff's Complaint as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Paragraph 5 refers to a written public document which. writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 6. Paragraph 6 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 7. Paragraph 7 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 8. Paragraph 8 refers to written public documents which writings speak for themselves, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public documents and denied to the extent that they do not accurately reflect the public documents. 9. Paragraph 9 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 10. Paragraph 10 refers to written public documents which writings speaks for themselves, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public documents and denied to the extent that they do not accurately reflect the public documents. 11. Admitted in part and denied in part. It is admitted that Helen G. McCullough died on December 2, 1996. All other allegations contained in Paragraph 11 are legal conclusions to which no responsive pleading is required. Therefore such allegations are denied and strict thereof is required at trial. 12. Denied. By way of further answer, Donald T. McCullough died on March 24, 1998. 13. Paragraph 13 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 14. Paragraph 14 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 15. Paragraph 15 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. By way of further answer, the easement granted was limited to serve only "the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough." and does not serve the remainder of the property abutting Green Ridge Lane. 16. Admitted with qualifications. The Agreement purports to grant PHI a right of first refusal which is specifically limited to "the residence property for which the above granted easement and right-of-way was given." 17. Paragraph 17 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 18. Admitted with qualifications. The private residence of Donald A. and Vicky C. McCullough (the "McCullough's") is located upon Tract 1 of the deeds dated May 15, 1991 and April 20, 1982, but is only a portion of such tract and does not incorporate the entire tract. 19. Denied. Paragraph 19 is a conclusion to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 19 is denied and because the "residence property" includes only the McCullough's private residence and the surrounding real property maintained for residential use, such real property being approximately 4.4 acres. 20. Admitted. 21. Paragraph 21 refers to written public documents which writings speak for themselves, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public documents and denied to the extent that they do not accurately reflect the public documents. 22. Paragraph 22 alleges public information. Paragraph 22 is admitted to the extent that it accurately reflects the public records and is denied to the extent that is conflicts with the public records. 23. Denied. Paragraph 23 states a legal conclusion to which no responsive pleading is required. Therefore, the same is denied and strict proof is required. 24. Admitted in part and denied in part. It is admitted the McCullough's decided to and did in fact sell Tract No. 1, excepting the McCullough's residential property, to Defendant Harry H. Fox, Jr. It is denied that that the "residence property" is known as Tract No. 1 and that the McCullough's sold the residence property to Harry H. Fox, Jr. 25. Admitted. 26. Admitted. By way of further answer, it is expressly denied that the McCullough's had any obligation to offer only Tract No. 1 to Plaintiff. The McCullough's did offer and were only obligated to offer to sell to Plaintiff only the residence property consisting of approximately 4.4 acres, which offer Plaintiff has not accepted. 27. Admitted in part and denied in part. It is admitted that Plaintiff declined to purchase all four tracts of land offered to Plaintiff. The McCullough's are without knowledge sufficient to admit of deny an allegation setting for the Plaintiff's willingness or unwillingness to take any specific actions. Therefore, such portions of Paragraph 27 are denied and strict proof is required. 28. Denied. By way of further answer, Defendants have offered to sell the residence property to Plaintiff, containing the McCullough's private residence and the surrounding real property consisting of approximately 4.4 acres, which offer Plaintiff has not accepted. 29. Admitted in part and denied in part. Upon information and belief, it is admitted that Plaintiff obtained an appraisal of Tract No. 1. It is denied that the acquisition of such appraisal was in accordance with the term of the Agreement. 30. Denied. Paragraph 30 states a conclusion of law to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 30 is denied in that the Agreement does not require the McCullough's to obtain an appraisal of Tract No. 1. 31. Denied as stated. It is admitted that the McCullough''s have not conveyed the residence property to Plaintiff. Paragraph 31 is denied in so much as Plaintiff's allegation that the McCullough's "failed to convey" suggests some obligation on the McCullough's part to do so. The Defendants have offered to sell the residence property to Plaintiff which offer Plaintiff has not accepted. Therefore, the McCullough's have no obligation to convey the residence property to Plaintiff. 32. Paragraph 32 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extent that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 33. Paragraph 33 alleges public information. Paragraph 33 is admitted to the extent that it accurately reflects the public records and is denied to the extent that is conflicts with the public records. 34. Denied. After reasonable investigation, the Answering Defendants are without knowledge sufficient to admit or deny the allegations contained in Paragraph 34. Such allegations are therefore denied and strict proof is required. 35. Denied. Paragraph 35 contains conclusion of law to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 35 is denied because the McCullough's had no obligation to offer to sell Tract No. 1 to Plaintiff, obtain an appraisal on Tract No. 1 or to refrain from conveying Tract No. 1 to Defendant Fox. 36. Denied. The Answering Defendants are without knowledge sufficient to admit of deny an allegation setting forth Plaintiffs desires. Therefore, Paragraph 36 is denied and strict proof is required. COUNT I - SPECIFIC PERFOP24ANCE 37. The McCullough's answers to paragraphs 1-36 are incorporated herein as if set forth in full. 38. Denied. Paragraph 38 contains a conclusion to which no responsive pleading is required. To the extent that a responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 40 is denied for the reasons set forth above in this Answer. 39. Denied. The Answering Defendants are without knowledge sufficient to admit of deny an allegation setting forth Plaintiff's state of readiness and willingness to take a specific action. Therefore, Paragraph 39 is denied and strict proof is required. 40. Denied. Paragraph 40 contains a conclusion of law to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 40 is denied for the reasons set forth above in this Answer. 41. Denied. Paragraph 41 contains a legal conclusion to which no responsive pleading is required. Therefore Paragraph 41 is denied and strict proof is required. 42. Denied. Paragraph 42 contains a legal conclusion to which no responsive pleading is required. Therefore, Paragraph 42 is denied and strict proof is required. By way of further answer, Plaintiff is not entitled to specific performance because Defendants have already offered to sell Plaintiff the residence property, which offer Plaintiff has failed to accept. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this honorable Court to enter an Order in favor of Defendants and against Plaintiff dismissing Plaintiffs Complaint, with prejudice. DEFENDANTS DONALD A. MCCULLOUGH AND VICKY C. MCCULLOUGH'S NEW MATTER TO PLAINTIFF'S COMPLAINT 43. Defendants Donald A. McCullough and Vicky C. McCullough's answers to Paragraphs 1-42 of Plaintiff's Complaint are incorporated herein as if set forth in full. 44. At the time Green Ridge Lane was separated from the interior of Tract No. 1 (as defined in Plaintiff's Complaint) in 1976, West Pennsboro Township had a Subdivision Ordinance. 45. The separation of Green Ridge Lane from the interior of Tract No. 1 constituted a subdivision under the West Pennsboro Township Subdivision Ordinance in effect at the time of the separation. 46. The three portions of what had been Tract No. 1, including Green Ridge Lane and the two remnants now separated by Green Ridge Lane are separate and distinct parcels of real property. 47. The McCullough's private residence is located in the southwest corner of the lot on the north side of Green Ridge Lane, at the intersection of Green Ridge :Lane and property currently owned by Plaintiff for the operation of Green Ridge Village (the "Private Residence"). 48. No portion of the Private Residence has ever been located on the portion of what had been Tract No. 1 on the southern side of Green Ridge Lane. 49. The Private Residence consists of a single family detached dwelling known as 200 Green Ridge Lane, Newville, Cumberland County, Pennsylvania and the surrounding real property maintained for residential use at all times relevant hereto, such real property being approximately 4.4 acres and as more particularly shown on a preliminary subdivision plan of Harry Fl. Fox, Jr. dated September 8, 2004 (the "Preliminary Subdivision Plan") and labeled as Lot No. 117 thereon. A true and correct copy of the Preliminary Subdivision Plan is attached hereto as Exhibit "A" and incorporated herein by this reference. 50. The remainder of the lot upon which the Private Residence is located consists of property which at all times relevant hereto has been actively used as farm land (the "Farm"). 51. The easement granted under the Agreement (as defined in Plaintiffs Complaint) is expressly limited "only for the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough". 52. The easement granted under the Agreement does not serve the Farm. 53. The right of first refusal granted by the Agreement is expressly limited to "the residence property for which the above granted easement and right-of-way was ;given". 54. The right of first refusal grants Plaintiff a right to purchase only the Private Residence. 55. In the alternative, the right of first refusal contained in the Agreement is void because it is too vague to adequately describe the real property to which is pertains. 56. Defendants have offered to sell the Private Residence to Plaintiff. 57. Plaintiff has failed to accept Defendants' offer to sell Plaintiff the Private Residence within a reasonable time. 58. Plaintiffs right to purchase the Private Residence is extinguished by Plaintiffs failure to accept Defendants' offer to sell the Private Residence to Plaintiff within a reasonable time. 59. At some time prior to October 31, 2004, Plaintiff became aware of the sale of real estate, including the Private Residence and the remainder of Tract No. 1 from the McCullough's to Harry H. Fox, Jr. 60. At all times subsequent to October 31, 2004, Plaintiff had knowledge of the Preliminary Subdivision Plan as filed with West Pennsboro Township by Harry H. Fox, Jr. In September 2004. 61. The Preliminary Subdivision Plan includes, inter alia, the Private Residence, the Farm, and the remaining property that had been part of Tract No. 1 prior to the subdivision referred to in Paragraph 44 above. 61. Harry H. Fox, Jr. expended considerable effort and resources into the Preliminary Subdivision Plan. 63. The Preliminary Subdivision Plan was approved by West Pennsboro Township on March 15, 2005. 64. Throughout the process of gaining approval for the Preliminary Subdivision Plan, Plaintiff failed to assert any right to exercise its right of first refusal, but rather attempted to negotiate separate concessions from Harry H. Fox, Jr. 65. Defendants relied upon Plaintiff's actions during the process of Preliminary Subdivision Plan approval. 66. Prior to June 28, 2005, Plaintiff did not assert any claim that it had a right to purchase the entire tract of Tract No. 1. 67. Plaintiff permitted Harry H. Fox, Jr. to expend considerable effort and resources on the Preliminary Subdivision Plan without asserting its claim that it had a right to purchase the entire tract of Tract No. 1. 68. Plaintiff's claims to any right of first refusal to purchase the entire tract of Tract No. 1 are barred by Latches. 69. Plaintiff's claims to any right of first refusal to purchase the entire tract of Tract No. 1 are barred by estoppel. 70. Plaintiff s claims in equity are barred because Plaintiff has an adequate remedy at law. 71. Plaintiff s claims are barred by the doctrine of unclean hands. 72. Plaintiff received the 1.383 acres of land referred to in Paragraph 20 of Plaintiff's Complaint in consideration for the easement granted in the Agreement. 73. No separate and distinct consideration was given to the McCullough's for the right of first refusal. 74. The right of first refusal claimed by Plaintiff is void for lack of consideration. 75. In the alternative, Plaintiff's claim that it is entitled to a right of first refusal for the entire Tract No. 1 is void for lack of adequate consideration. 76. Plaintiff s claims are barred by the applicable statute of limitations. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this honorable Court to enter an Order in favor of Defendants and against Plaintiff dismissing Plaintiff s Complaint, with prejudice. Dated: ? -e Respectfully Submitted, SALZMANN HUGHES, P.C. By i' l ' -- James D. Hughes, Esquire Attorney I.D. No. 58884 G. Bryan Salzmann, Esquire Attorney I.D. No. 61935 E. Ralph Godfrey, Esquire Attorney I.D. No. 77052 David H. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road Suite 1 Carlisle, PA 17013 (717) 249-6333 Attorneys for Defendants Donald A. McCullough & Vicky C. McCullough VERIFICATION We, Donald A. McCullough and Vicky A. McCullough, Defendants, do hereby verify that the facts set forth in the foregoing Defendants Donald A. McCullough and Vicky C. McCullough' s Answer with New Matter to Plaintiffs Complaint are accurate to the best of our knowledge, information and belief. We understand that false statements herein contained are made subject to the penalties of IS Pa.C.S. §4904, relating to unsworn falsifications to authorities. Dated: December , 2005 P64?/011 Donald A. McCullough C Vicky C. cCullough CERTIFICATE OF SERVICE I, David H. Martineau, Esquire of the law firm Salzmann Hughes, P.C., hereby certify that I served a true and exact copy of Defendants Donald A. McCullough and Vicky C. McCullough' s Answer with New Matter to Plaintiffs Complaint with reference to the foregoing action by First Class Mail, postage prepaid, this Z, day of January, 2006 on the following: Helen L. Gemmill, Esquire McNees, Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Bryan Linsenbach, Esquire Schrack & Linsenbach 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019-0310 SALZMANN HUGHES, P.C. David H. Martineau, Esquire -tl 1,71 S, (_a7 PRESBYTERIAN HOMES, : IN THE COURT OF COMMON PLEAS OF INCORPORATED, : CUMBERLAND COUNTY, PENNSYLVANIA Defendants NOTICE TO PLEAD VS. Plaintiff : CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and VI CKY C. MCCULLOUGH, husband and wife, and HARRY H. FOX, JR., No. 05-5800 TO: Presbyterian Homes, Incorporated, Plaintiff c/o Helen L. Genmill, Esquire McNees, Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17109-1166 You are hereby notified to plead to the enclosed New Matter within twenty (20) days from SCHRACK & LINSENBACH service hereof or a default judgment may be entered against you. SCHRACK & LINSENBACH LAW OFFICES By: ? - ---__- BRIAN C. LISSENBACH, ESQUIRE I. D. No. (87360) 124 West Harrisburg Street P. O. Box 310 Dillsburg, PA 17019 Telephone: 717-432-9733 Fax: 717-432-1053 Dated: / // Z. /C 6 Attorney for Defendant PRESBYTERIAN HOMES, IN THE COURT OF COMMON PLEAS OF INCORPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff VS. CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband : and wife, and HARRY H. FOX, JR., : No. 05-5800 Defendants ANSWER TO COMPLAINT AND NEW MATTER AND NOW, comes the Defendant, HARRY H. FOX, JR., by and through his attorney, Brian C. Linsenbach, Esquire, of SCHRACK & LINSENBACH LAW OFFICE, and files this Answer to the Complaint, respectfully stating in support thereof the following: The Parties 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Paragraph 5 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and SCHRACK & denied to the extent that they do not accurately reflect the public document. LINSENBACH 6. Paragraph 6 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 7. Paragraph 7 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 8. Paragraph 8 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 9. Paragraph 9 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 10. Paragraph 10 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 11. Admitted in part and denied in part. It is admitted that Helen G. McCullough died on SCIIeACK & LINSENB.actt December 2, 1996. all other allegations contained in Paragraph I 1 are legal conclusions to which 11111111 1? no responsive pleading is required. Therefore such allegations are denied and strict proof thereof is required at trial. 12. Denied. By way of further answer, Donald T. McCullough died on March 24, 1998. 13. Paragraph 13 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. B. The Agreement With PHI and Right of First Refusal SCHRACK & LINSENBACH 14. Paragraph 14 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. By way of further Answer, Defendant Fox was not a party under the Agreement, and as such, has no personal knowledge of the intent of the parties or any rights or obligations thereto. 15. Paragraph 15 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. By way of further Answer, Defendant Fox was not a party under the Agreement, and as such, has no personal knowledge of the intent of the parties or any rights or obligations thereto. Upon information and beliefprovided to Defendant Fox by the Defendants McCulloughs, the easement granted was limited to serve only "the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough" and does not serve the remainder of the property abutting Green Ridge Lane. SCHaACtc & UNSENBACH AW Oi 11(J: 16. Paragraph 16 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a. responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. By way of further Answer, Defendant Fox was not a party under the Agreement, and as such, has no personal knowledge of the intent of the parties or any rights or obligations thereto. 17. Paragraph 17 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 18. Denied. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 18. Such allegations are therefore denied, and strict proof is required. By way of further answer, Defendant Fox was not a party under the Agreement, and as such, has no personal knowledge of the intent of the parties or any rights or obligations thereto. 19. Denied. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 19. Such allegations are therefore denied, and strict proof is required. By way of further answer, Defendant Fox was not a party under the Agreement, and as such, has no personal knowledge of the intent of the parties or any rights or obligations thereto. 20. Admitted. 21. Paragraph 21 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 22. Paragraph 22 alleges public information. Paragraph 22 is admitted to the extent that it accurately reflects the public records and is denied to the extent that it conflicts with the public records. 23. Denied. Paragraph 23 states a legal conclusion to which no responsive pleading is required. Therefore, the same is denied and strict proof is required. C. The Sale to Harry Fox 24. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 24. Such allegations are therefore denied, and strict proof is required. By way of further answer, Defendant Fox has no personal knowledge of when Defendants McCulloughs decided to sell their land. 25. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 25. Such allegations are therefore denied, and strict proof is required. By way of further answer, Defendant Fox has no personal SCHRACK & LtNSENBACH knowledge of when Defendants McCulloughs decided to sell their land. 26. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 26. Such allegations are therefore denied, and strict proof is required. By way of further ariswer, Defendant Fox has no personal knowledge of when Defendants McCulloughs decided to sell their land. 27. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 27. Such allegations are therefore denied, and strict proof is required. By way of further answer, Defendant Fox has no personal knowledge of when Defendants McCulloughs decided to sell their land. 28. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 28. Such allegations are therefore denied, and strict proof is required. By way of further answer, Defendant Fox has no personal knowledge of when Defendants McCulloughs decided to sell their land. 29. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations contained in Paragraph 19. Such allegations are therefore DENIED, and strict proof is required. Defendant Fox has no personal knowledge of when Defendants McCulloughs decided to sell their land. 30. Denied. Paragraph 30 states a conclusion of law to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 30 is denied in that the Agreement does not require the McCulloughs to obtain an appraisal of Tract No. 1. SCHRACK & LtNSENBACH 31. Denied as stated. It is admitted that the McCulloughs have not conveyed the residence property to Plaintiff. Paragraph 31 is denied in so much as Plaintiffs allegation that the McCulloughs "failed to convey" suggests some obligation on the McCulloughs' part to do so. The Defendant Fox has offered to sell the residence property to Plaintiff, which offer Plaintiff has not accepted. Therefore, the McCulloughs have no obligation to convey the residence property to Plaintiff. 32. Paragraph 32 refers to a written public document which writing speaks for itself, therefore no responsive pleading is required. To the extent that a responsive pleading is required, the averments of this paragraph are admitted to the extend that they accurately reflect the public document and denied to the extent that they do not accurately reflect the public document. 33. Paragraph 33 alleges public information. Paragraph 33 is admitted to the extent that it accurately reflects the public records and is denied to the extent that it conflicts with the public records. 34. Admitted in part and denied in part. It is admitted that Defendant Fox had constructive notice of recorded documents. It is denied that Defendant Fox knew the extent of existence or any rights or obligations of any of the parties under those documents. By, way of further answer, Defendant Fox was under the belief that any possible right of first refusal had been extinguished. 35. Denied. Paragraph 35 contains a conclusion of law to which no responsive pleading is required. To the extent a responsive pleading is required, Defendant Fox was not a party under the SCHRACK & L[NSENBACH Agreement, and as such, has no personal knowledge of the intent of the parties or any rights or obligations thereto. 36. Denied. After reasonable investigation and belief, the answering Defendant is without knowledge sufficient to admit or deny the allegations setting forth Plaintiffs desires. Therefore, Paragraph 36 is denied and strict proof is required. Count I - Specific Perfonnance 37. Fox's answers to paragraphs 1-36 are incorporated herein as if set forth in full. 38. Denied. Paragraph 38 contains a conclusion to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 38 is denied for the reasons set forth above in this answer. 39. Denied. The answering Defendant Fox is without knowledge sufficient to admit or deny an allegation setting forth Plaintiffs state of readiness and willingness to take a specific action. Therefore, Paragraph 39 is denied and strict proof is required. 40. Denied. Paragraph 40 contains a conclusion to which no responsive pleading is required. To the extent that a responsive pleading is required, Paragraph 40 is denied for the reasons set forth above in this answer. 41. Denied. Paragraph 41 contains a conclusion to which no responsive pleading is required. Therefore, Paragraph 41 is denied and strict proof is required. 42. Denied. Paragraph 42 contains a conclusion to which no responsive pleading is required. Therefore, Paragraph 42 is denied and strict proof is required. Plaintiff is not entitled to specific SCNRACK & LINSENBACH performance. Defendant Fox purchased the property from Defendants McCulloughs based upon 1 11 11 1 information and belief that any right of first refusal was terminated. Defendant Fox, acting upon that belief, purchased the property from Defendants McCulloughs for value. WHEREFORE, Defendant Harry H. Fox, Jr. respectfully requests this honorable Court to enter and Order in favor of Defendant and against Plaintiff dismissing Plaintiffs Complaint, with prejudice. DEFENDANT HARRY H. FOX, JR., UNDER INFORMATION AND BELIEF, INCORPORATESDEFENDANTS DONALD A. MCCULLOUGH AND VICKY C. MCCULLOUGH'S NEW MATTER TO PLAINTIFF'S COMPLAINT HEREIN 43. Defendant Harry H. Fox, Jr.'s, answers to Paragraphs 1 through 42 of Plaintiff s Complaint are incorporated herein as set forth in full. 44. At the time Green Ridge Lane was separated from the interior of Tract No. 1 (as defined in Plaintiffs Complaint) in 1976, West Pennsboro Township had a Subdivision Ordinance. 45. The separation of Green Ridge Lane from the interior of Tract No. I constituted a subdivision under the West Pennsboro Township Subdivision Ordinance in effect at the time of the separation. 46. The three portions of what had been Tract No. 1, including Green Ridge Lane and the two remnants now separated by Green Ridge Lane are separate and distinct parcels of real property. 47. The McCullough's private residence is located in the southwest corner of the lot on the north side of Green Ridge Lane, at the intersection of Green Ridge Lane and property currently owned by SCHRACK & LINSENBACH Plaintiff for the operation of Green Ridge Village (the 'Private Residence"). I A" 48. No portion of the Private Residence has ever been located on the portion of what had been Tract No. 1 on the southern side of Green Ridge Lane. 49. The Private Residence consists of a single family detached dwelling known as 200 Green Ridge Lane, Newville, Cumberland County, Pennsylvania and the surrounding real property maintained for residential use at all times relevant hereto, such real property being approximately 4.4 acres and as more particularly shown on a preliminary subdivision plan of Harry H. Fox, Jr. dated September 8, 2004 (the "Preliminary Subdivision Plan") and labeled as Lot No. 117 thereon. A true and correct copy of the Preliminary Subdivision Plan is attached to Defendant McCullough's New Matter. 50. The remainder of the lot upon which the Private Residence is located consists of property which at all times relevant hereto has been actively used as farm land (the "Farm"). 51. The easement granted under the Agreement (as defined in Plaintiff s Complaint) is expressly limited "only for the purpose of ingress and egress to the private residence of Donald A. and Vicy C. McCullough". 52. The easement granted under the Agreement does nor serve the Farm. 53. The right of first refusal granted by the Agreement is expressly limited to "the residence property for which the above granted easement and right-of-way was given". 54. The right of first refusal grants Plaintiff a right to purchase only the Private Residence. 55. In the alternative, the right of first refusal contained iin the Agreement is void because it is SCHRACK & LINSENBACN too vague to adequately describe the real property to which it pertains. 56. Defendant Fox, under information and belief avers that Defendants McCulloughs had offered to sell the Private Residence to Plaintiff. 57. Defendant Fox, under information and belief avers that Plaintiffs failed to accept Defendants McCulloughs' offer to sell Plaintiff the Private Residence within a reasonable time. 58. Plaintiffs right to purchase the Private Residence is extinguished by Plaintiff's failure to accept Defendants' offer to sell the Private Residence to Plaintiff within a reasonable time. 59. At some time prior to October 31, 2004, Plaintiff became aware of the sale of real estate, including the Private Residence and the remainder of Tract No. 1 from the McCulloughs to Harry H. Fox, Jr. 60. At all times subsequent to October 31, 2004, Plaintiff had knowledge of the Preliminary Subdivision Plan as filed with West Pennsboro Township by Harry H. Fox, Jr. in September 2004. 61. The Preliminary Subdivision Plan includes, inter alia, the Private Residence, the Farm and the remaining property that had been part of Tract No. 1 prior to the subdivision referred to in Paragraph 44 above. 61 Harry H. Fox, Jr. expended considerable effort and resources into the Preliminary Subdivision Plan. 63. The Preliminary Subdivision Plan was approved by West Pennsboro Township on March 15, 2005. 64. Throughout the process of gaining approval for the Preliminary Subdivision Plan, Plaintiff SCRRACK & LINSENBACH failed to assert any right to exercise its right of first refusal, but rather attempted to negotiate separate concessions from Harry H. Fox, Jr. SCHRACK & LINSENBACH 65. Defendants relied upon Plaintiffs actions during the process of Preliminary Subdivision Plan approval. 66. Prior to June 28, 2005, Plaintiff did not assert any claim that it had a right to purchase the entire tract of Tract No. 1. 67. Plaintiff permitted Harry H. Fox, Jr. to expend considerable effort and resources on the Preliminary Subdivision Plan without asserting its claim that it had a right to purchase the entire tract of Tract No. 1. 68. Plaintiff's claims to any right of first refusal to purchase the entire tract of Tract No. 1 are barred by Laches. 69. Plaintiff s claims to any right of first refusal to purchase the entire tract of Tract No. I are barred by estoppel. 70. Plaintiffs claims in equity are barred because Plaintiff has an adequate remedy at law. 71. Plaintiff s claims are barred by the doctrine of unclean hands. 72. Plaintiff received the 1.282 acres of land referred to in Paragraph 20 of Plaintiff s Complaint in consideration for the easement granted in the Agreement. 73. No separate and distinct consideration was given to the McCullough's for the right of first refusal. 74. The right of first refusal claimed by Plaintiff is void for lack of consideration. 75. In the alternative, Plaintiffs claim that it is entitled to a right of first refusal for the entire Tract No. I is void for lack of adequate consideration. 76. Plaintiffs claims are barred by the applicable statute of limitations. WHEREFORE, Defendant Fox respectfully requests this honorable Court to enter an Order in favor of Defendant Fox and against Plaintiff dismissing Plaintiffs Complaint, with prejudice. DEFENDANT HARRY H. FOX, JR.'S, NEW MATTER TO PLAINTIFF'S COMPLAINT 77. Defendant Harry H. Fox, Jr.'s Answer and New Matter for paragraphs 1 through 76 are incorporated herein as if set forth in full. 78. Plaintiff s delay in filing the Complaint, from the time the Plaintiff learned of the impending sale between Defendants, was due entirely to Plaintiff. 79. Defendant Fox has been prejudiced by this delay. 80. Defendant Fox purchased property from Defendants McCulloughs for valuable consideration, as set forth in the deed attached to Plaintiffs Complaint as E?xhibit G. 81. Defendant Fox acted under information and belief that any right of first refusal had been extinguished. 82. Defendant Fox acted under advise that any right of first refusal had been extinguished. 83. Defendant Fox's belief that any alleged right of first refusal had been extinguished was strengthened by Plaintiff s lack of action as the subdivision of the property went forward in a public SCHRACK & LtNSENBACH, forum with Plaintiffs knowledge. 1 11 84. Defendant Fox's belief that any alleged right of first refusal had been extinguished was strengthened by Plaintiffs lack of communication about any such right as the subdivision of the property went forward in a public forum with Plaintiff s knowledge. 85. Plaintiffs failed to directly notify Defendant Fox as to any right of first refusal prior to his purchase. 86. Plaintiffs failed to directly notify Defendant Fox as to any right of first refusal within a reasonable time after Plaintiff s knowledge of the pending subdivision of the property. 87. Defendant Fox acted in good faith in purchasing the property from Defendant McCulloughs. WHEREFORE, Defendant Fox respectfully requests this honorable Court to enter an Order in favor of Defendant Fox and against Plaintiff dismissing Plaintiffs Complaint, with prejudice. Respectfully submitted: SCHRACK & LIINSENBACH LAW OFFICES By: BRIAN C. L SENBACH, ESQUIRE L D. No. (87360) Attorney for 124 West Harrisburg Street P. O. Box 310 Dillsburg, PA 17019 Telephone: 717-432-9733 Fax: 717-432-1053 SCHRACK & LI:SSENBACH i nw rn ra, PRESBYTERIAN HOMES, : IN THE COURT OF COMMON PLEAS OF INCORPORATED, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff VS. CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and VI CKY C. MCCULLOUGH, husband and wife, and HARRY H. FOX, JR., No. 05-5800 Defendants VERIFICATION I, HARRY H. FOX, JR., verify that the statements in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unswom falsification to authorities. Date: /Z - ZOG & '/V -"'A HARRY . FOX, JR. SCHRACK & LINSENBACH I U, Ol I[C I.Y PRESBYTERIAN HOMES, : IN THE COURT OF COMMON PLEAS OF INCORPORATED, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff VS. CIVIL ACTION -EQUITY DONALD A. MCCULLOUGH and VI CKY C. MCCULLOUGH, husband and wife, and HARRY H. FOX, JR., : No. 05-5800 Defendants CERTIFICATE OF SERVICE I, BRIAN C. LINSENBACH, ESQ., of the law offices of SCHRACK & LINSENBACH, certify that I have served a copy of the Answer to Complaint upon the Plaintiffs attorney by U. S. Mail, First Class Postage Prepaid, as follows: Helen L. Gemmill, Esquire McNees Wallace & Nurick, LLC P. O. Box 1166 100 Pine Street Harrisburg, PA 17108-1166 David H. Martineau, Esquire SALZMANN HUGHES, P.C. 354 Alexander Spring Road Suite 1 Carlisle, PA 17013 SCHRACK & LINSENBACH / z 06 Date BRIAN C. LINSENBACH, ESQ. (87360) SCHRACK & LINSENBACH Law Offices 124 West Harrisburg Street Post Office Box 310 Dillsburg, PA 17019 PRESBYTERIAN HOMES, IN THE COURT OF COMMON PLEAS OF INCORPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and : VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., NO. 2005-5800 Defendants REPLY TO NEW MATTER OF MCCULLOUGH DEFENDANTS Presbyterian Homes, Incorporated ("PHI"), by and through its counsel McNees Wallace & Nurick LLC, for its reply to the new matter asserted by Defendants Donald A. McCullough and Vicky C. McCullough, avers as follows: 43. PHI incorporates by reference paragraphs 1-42 of its Complaint as though fully set forth herein. 44. Upon reasonable investigation, PHI is without knowledge or information sufficient to form a belief as to the truth of the averment that West Pennsboro Township had a Subdivision Ordinance in 1976 and therefore PHI denies the averment. 45. Paragraph 45 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment. 46. Denied. Green Ridge Lane runs through only a portion of Tract No. 1, as Tract No. 1 is defined in the deed attached as Exhibit C to PHI's Complaint. Tract No. 1 remains a defined and deeded tract of land that is not wholly divided by Green Ridge Lane. 47. Admitted in part and denied in part. PHI admits that the house in which the McCulloughs presently reside or formerly resided is located north of Green Ridge Lane and near the intersection of Green Ridge Lane and the property upon which PHI operates Green Ridge Lane. PHI denies that the house is located on a "lot" that is north of Green Ridge Lane. Rather, the house is located on Tract No. 1, as defined in the deeds dated May 15, 1991 and April 20, 1982. PHI also denies any averment or inference that the house or any property less than the whole of Tract No. 1 is the "residence property" referenced in the Agreement dated December 30, 1991 (attached as Exhibit F to PHI's Complaint). 48. Admitted in part and denied in part. Upon information and belief, PHI admits that the house in which the McCulloughs presently reside or formerly resided has never been physically located south of Green Ridge Lane. PHI denies any averment or inference that the land on the south of Green Ridge Lane is not currently a portion of Tract No. 1 as defined in the deed attached as Exhibit C to PHI's Complaint. PHI also denies any averment or inference that the "residence property" referenced in the Agreement dated December 30, 1991 does not include the land on the south side of Green Ridge Lane. 49. Denied. PHI denies that the "residence property" referenced in the Agreement dated December 30, 1991 is coextensive with the property that the McCulloughs describe as the "Private Residence" in paragraph 49 of their New Matter. The property described in paragraph 49 reflects an arbitrary and unilateral attempt by Defendants to limit the area that is subject to the right of first refusal contained in the December 30, 1991 Agreement. PHI denies that a preliminary subdivision plan dated 2 September 8, 2004 prepared by or on behalf of Defendants has any bearing upon the obligations of the parties under the December 30, 1991 Agreement. Further answering, there is no Exhibit A attached to the copy of the New Matter served upon counsel for PHI. 50. Denied. The "Private Residence" as defined in the McCullough's New Matter is not coextensive with the "residence property" identified in the December 30, 1991 Agreement. The house in which the McCulloughs presently reside or formerly resided is located on Tract No. 1, which encompasses land on both the north and south sides of Green Ridge Lane and land at the end of Green Ridge Lane. A portion of Tract No. 1 has been used for farming. 51. Admitted in part and denied in part. PHI admits that the easement referenced in the December 30, 1991 Agreement was granted by PHI to the McCullough Defendants across Green Ridge Lane to "be used only for the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough." The Agreement, being a writing, speaks for itself in its entirety. PHI denies that the easement has any bearing on PHI's right of first refusal under the December 30, 1991 Agreement to purchase the whole of Tract No. 1 upon which the house was located. PHI further denies that the "private residence" as defined by the McCulloughs is coextensive with the "residence property." 52. Admitted in part and denied in part. PHI admits that the easement granted under the Agreement was solely for access to the house. PHI denies the remaining averments of paragraph 52 of the New Matter. PHI denies that the easement has any bearing on PHI's right of first refusal under the December 30, 1991 Agreement to 3 purchase the whole of Tract No. 1 upon which the house was located. PHI further denies that the "private residence" as defined by the McCulloughs is coextensive with the "residence property." 53. Admitted in part and denied in part. PHI admits that the language of the Agreement states that the right of first refusal was "to purchase the residence property for which the above granted easement and right-of-way was given." PHI denies that the "private residence" as defined by the McCulloughs in their New Matter is coextensive with the "residence property" referenced in the Agreement. 54. Denied. The right of first refusal grants PHI the right to purchase the real property described in the Agreement as the "residence property." The "residence property" is the entirety of the parcel described as Tract No. 1 in the deeds dated May 15, 1991 and April 20, 1982. 55. Paragraph 55 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment. 56. Admitted in part and denied in part. PHI admits that on or about July 29, 2005, Defendants offered to sell to PHI the portion of Tract No. 1 that Defendants define as the "Private Residence." PHI denies that the offer to sell this portion of Tract No. 1 satisfies the McCullough Defendants' obligations under the December 30, 1991 Agreement. Further answering, in late 2003 the McCulloughs requested that PHI make an offer to purchase all of the land owned by the McCulloughs. PHI informed the McCulloughs that PHI was only interested in Tract No. 1 and Tract No. 3. PHI proceeded to obtain an appraisal on Tract No. 1 and Tract No. 3. The McCulloughs failed to present an appraisal to PHI as required under the December 30, 1991 4 Agreement, so that the price could be set by averaging each party's appraisal. The McCulloughs also refused to accept PHI's appraised price as the price for Tract No. 1 and Tract No. 3. The McCulloughs did not offer to sell to PHI the portion of Tract No. 1 that Defendants define as the "Private Residence" until after the McCulloughs entered into an agreement with Harry Fox for the sale of the land that was subject to PHI's right of first refusal.. 57. Admitted in part and denied in part. PHI admits that it did not accept Defendants' offer to sell the portion of Tract No. 1. PHI denies that it "failed" to do anything that PHI was legally required to do. Further answering, Defendants' offer to sell only a portion of Tract No. 1 to PHI did not satisfy the McCullough Defendants' obligations under the December 30, 1991 Agreement. PHI denies the remaining averments of Paragraph 57. 58. Paragraph 58 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment. Further answering, Defendants' offer to sell only a portion of Tract No. 1 to PHI did not satisfy the McCullough Defendants' obligations under the December 30, 1991 Agreement. The right of first refusal grants PHI the right to purchase the real property described in the Agreement as the "residence property." The "residence property" is the entirety of the parcel described as Tract No. 1 in the deeds dated May 15, 1991 and April 20, 1982. PHI denies the remaining averments of Paragraph 58. 59. Denied. Further answering, the sale of land to Defendant Fox did not occur until April 5, 2005. Accordingly, PHI could not have known of the sale prior to 5 October 31, 2004. PHI also objected to the sale to Defendant Fox as a breach of the Agreement. 60. Denied. Upon current information and belief, PHI was not provided with a copy of the Preliminary Subdivision Plan prior to October 31, 2004. PHI's investigation to determine the date when it first received the Preliminary Subdivision Plan is ongoing. Further answering, a copy of the Preliminary Subdivision Plan is not attached as an Exhibit to the McCullough Defendants' New Matter. 61. Denied. A copy of the Preliminary Subdivision Plan is not attached as an Exhibit to the McCullough Defendants' New Matter, and therefore PHI is without knowledge or information sufficient to form a belief as to the truth of the averments with respect to the contents of the specific Preliminary Subdivision Plan referenced in the New Matter. Further answering, PHI denies the characterization of Green Ridge Lane as a "subdivision." 61. [sic] Denied. After reasonable investigation, PHI is without knowledge or information sufficient to form a belief as to the truth of the averments regarding effort and resources expended by Harry H. Fox, Jr. 63. Denied. After reasonable investigation, PHI is without knowledge or information sufficient to form a belief as to the truth of the averments regarding approval of the Preliminary Subdivision Plan and the satisfaction of any conditions of approval. 64. Denied. PHI advised Defendants that it intended to exercise its rights of first refusal and PHI followed the provisions of the December 30, 1991 Agreement. The McCullough Defendants breached the Agreement by failing to offer the residence property to PHI as required under the Agreement. Further answering, inasmuch as 6 Defendant Fox did not own the land prior to April 5, 2005, no "concessions" could have been obtained from Defendant Fox prior to that date. PHI denies the remaining averments of Paragraph 64. 65. Denied. After reasonable investigation, PHI is without knowledge or information sufficient to form a belief as to the truth of the averments regarding any reliance by the McCullough Defendants. Further answering, PHI advised Defendants that it intended to exercise its rights of first refusal, including by letter dated February 18, 2005, which preceded the alleged Preliminary Subdivision Plan approval on March 15, 2005. 66. Denied. PHI advised Defendants that it intended to exercise its rights of first refusal, which required that the McCullough Defendants offer the entirety of Tract No. 1 for sale to PHI prior to offering it to any other potential buyer. 67. Denied. Further answering, Harry H. Fox, Jr. was aware of the Agreement dated December 30, 1991 and PHI's right of first refusal. The Agreement containing PHI's right of first refusal was a matter of public record, recorded on October 4, 1994 in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania in Miscellaneous Book 483, Page 513, and is referenced in the deed from the McCulloughs to Fox. 68. Paragraph 68 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's claims are barred by the doctrine of laches (misspelled in the McCullough Defendants' New Matter as "latches"). 7 69. Paragraph 69 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's claims are barred by the doctrine of estoppel. 70. Paragraph 70 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's claims are barred by an adequate remedy at law. 71. Paragraph 71 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's claims are barred by the doctrine of unclean hands. 72. Denied. Further answering, the December 30, 1991 Agreement, being a writing, speaks for itself. 73. Denied. Further answering, the December 30, 1991 Agreement, being a writing, speaks for itself. 74. Paragraph 74 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's right of first refusal is void for lack of consideration. 75. Paragraph 75 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's right of first refusal is void for lack of adequate consideration. 76. Paragraph 76 states a legal conclusion as to which no response is required. To the extent a response is required, PHI denies the averment that PHI's claims are barred by any applicable statute of limitations. 8 WHEREFORE, PHI requests that the Court deny any relief to the McCullough Defendants on their New Matter and order that Defendants specifically perform the Agreement and by good and sufficient deed convey and assure the premises known as Tract No. 1, and every part thereof with marketable title (per the Agreement), in fee simple to PHI. McNEES WALLACE & NURICK LLC By_?F• L Helen L. Gemmill (ID No. 60661) Sean P. Delaney (1D No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: February 1, 2006 9 VERIFICATION Subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities, I hereby certify that I am authorized to make this verification on behalf of Presbyterian Homes, Incorporated, that I have reviewed the foregoing and that the facts set forth therein are true and correct to the best of my knowledge, information and belief. Presbyterian Homes, Incorporated By - ((rr Printed name S?,rua- ??'?L?r"a Title Dated: February 1, 2006 CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019 Helen L. Gemmill Dated: February 1, 2006 . > c-? - _?, ,,?, ?, =, L'V ,vif...; ? , ?^.) i ,.. ?,.- '?.. ?i r r r., `?:, .. ,: _r h? :G ?: PRESBYTERIAN HOMES, : IN THE COURT OF COMMON PLEAS OF INCORPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and : VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., NO. 2005-5800 Defendants REPLY TO NEW MATTER OF DEFENDANT FOX Presbyterian Homes, Incorporated ("PHI"), by and through its counsel McNees Wallace & Nurick LLC, for its reply to the new matter asserted by Defendant Harry A. Fox, Jr., avers as follows: 43. PHI incorporates by reference paragraphs 1-42 of its Complaint as though fully set forth herein. 44-76. PHI incorporates by reference paragraphs 44-76 of its reply to the new matter asserted by the McCullough Defendants as though fully set forth herein. 77. PHI incorporates by reference paragraphs the foregoing paragraphs 1-76 as though fully set forth herein. 78. Denied. PHI denies that it delayed in filing its Complaint. Further answering, Defendant Fox had full knowledge of PHI's right of first refusal and chose to proceed to closing at Defendant Fox's own risk. 79. Denied. PHI denies that it delayed in filing its Complaint. Further answering, Defendant Fox had full knowledge of PHI's right of first refusal and chose to proceed to closing at Defendant Fox's own risk. PHI denies that Defendant Fox has been prejudiced by any actions or inactions of PHI. 80. Admitted. 81. Denied. PHI is without knowledge or information sufficient to form a belief as to the truth of Defendant Fox's averments regarding his beliefs and his motivations for his actions. Further answering, there was no factual or legal basis upon which Defendant Fox could have reasonably concluded that PHI's right of first refusal had been extinguished. 82. Denied. PHI is without knowledge or information sufficient to form a belief as to the truth of Defendant Fox's averments regarding any advice that he received. Further answering, there was no factual or legal basis upon which Defendant Fox could have reasonably concluded that PHI's right of first refusal had been extinguished. 83. Denied. PHI is without knowledge or information sufficient to form a belief as to the truth of Defendant Fox's averments regarding his beliefs and his motivations for his actions. Further answering, there was no factual or legal basis upon which Defendant Fox could have reasonably concluded that PHI's right of first refusal had been extinguished. 84. Denied. PHI is without knowledge or information sufficient to form a belief as to the truth of Defendant Fox's averments regarding his beliefs and his motivations for his actions. Further answering, there was no factual or legal basis upon which Defendant Fox could have reasonably concluded that PHI's right of first refusal had been extinguished. 2 85. Denied. PHI's right of first refusal was and is a matter of public record. Further answering, Defendant Fox had actual knowledge of PHI's right of first refusal prior to Fox's purchase. 86. Denied. PHI's right of first refusal was and is a matter of public record. Further answering, Defendant Fox had actual knowledge of PHI's right of first refusal prior to Fox's purchase. 87. Denied. PHI is without knowledge or information sufficient to form a belief as to the truth of Defendant Fox's averments regarding his beliefs and his motivations for his actions. Further answering, there was no factual or legal basis upon which Defendant Fox could have reasonably concluded that PHI's right of first refusal had been extinguished. WHEREFORE, PHI requests that the Court deny any relief to Defendant Fox on his New Matter and order that Defendants specifically perform the Agreement and by good and sufficient deed convey and assure the premises known as Tract No. 1, and every part thereof with marketable title (per the Agreement), in fee simple to PHI. McNEES WALLACE & NURICK LLC Bye Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: February 1, 2006 3 VERIFICATION Subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities, I hereby certify that I am authorized to make this verification on behalf of Presbyterian Homes, Incorporated, that I have reviewed the foregoing and that the facts set forth therein are true and correct to the best of my knowledge, information and belief. Presbyterian Homes, Incorporated By? ?eiF;sa J 7aJ\S Printed name Sc,. ; rr V e/C Fo Title Dated: February 1, 2006 CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019 Helen L. Gemmill Dated: February 1, 2006 ?., ?:? ?7 n -YI -r, _1{ ?.: T Ln ? 1 ? , _._ N r 'r' , ., ,. ? __, ? ? ; n ` .. _a -• G+ h7 -?? ?.1 '{ SALZMANN HUGHES, P.C. James D. Hughes, Esquire, G. Bryan Salzmann, Esquire 354 Alexander Spring Road, Suite I David H. Martineau, Esquire, E. Ralph Godfrey, Esquire Carlisle, PA 17013 Attorneys for Defendants Donald A. McCullough & PRESBYTERIAN HOMES, INCORPORATED, Plaintiff v. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and . HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -EQUITY DOCKET NO. 2005-5800 DEFENDANTS DONALD A. AND VICKY C. McCULLOUGH'S MOTION FOR JUDGMENT ON THE PLEADINGS AND NOW, come Defendants Donald C. McCullough and Vicky C. McCullough, by and through their counsel, Salzmann Hughes, P.C., and file this Motion for Judgment on the Pleadings, in support of which they aver as follows: On or about December 30, 1991, Plaintiff and Donald A. McCullough and Vicky C. McCullough (the "McCulloughs") and Donald T. McCullough and Helen G. McCullough entered into an agreement under which Plaintiff received a parcel of property of approximately 1.383 acres in exchange for granting the McCullough's an easement to use Green Ridge Lane for the purposes of ingress and egress to their residence and under which Plaintiff also received the right of first refusal to purchase the residence (the "Agreement"). 2. On November 7, 2005, Plaintiffs filed a complaint in equity attempting to assert rights it claims under the right of first refusal to purchase real property described in the Agreement dated December 30, 1991 as "the residence property." (See Complaint at Para. 16.) 3. The Agreement is a writing which speaks for itself and is not altered by the averments or allegations of the parties. 4. The Agreement is clear and unambiguous. 5. Under the terms of the Agreement "The easement and right-of-way granted herein shall be used only for the purpose of ingress and egress to the private residence of Donald A. and Vicky C McCullough." Exhibit °F" to Plaint ff's Complaint (emphasis added). 6. Under the terms of the Agreement "In the event Donald A. and Vicky C. McCullough and/or their children and lineal descendants decide to sell or otherwise dispose of the residence for which the easement and right-of-way has been granted, [the McCulloughs] hereby grant to [Plaintiff], its successors and assigns, a right of first refusal to purchase the residence property for which the above granted easement and right-of-way was given for its fair market value determined by ..." Exhibit "F" to Plaint's Complaint (emphasis added). 7. The parties have agreed in the pleadings that the easement is limited to the private residence and does not serve the farm, which constitutes the remainder of what Plaintiff refers to as Tract No. I as averred in Plaintiff s Complaint. See McCullough's New Matter, Paragraphs 51 and 52 and Plaintiffs responses thereto. 8. Although Plaintiff disagrees with the legal conclusion to be drawn from the above mentioned facts, the underlying facts are not in dispute. 9. The interpretation of a contract is a question of law which may be resolved by the Court. 10. Paragraphs 1-9 are incorporated herein as if set forth in full. 11. The Agreement clearly limits the easement and right-of-way to be used only for the McCulloughs' private residence. 12. The Agreement clearly limits Plaintiffs right of first refusal to only the McCullough's private residence. 13. The extent of Plaintiffs right of first refusal is clear within the four corners of the Agreement. 14. Because the extent of Plaintiffs right of first refusal is clear within the four corners of the Agreement, no parole evidence may be considered in determining the meaning of the Agreement as to this issue. 15. There is no need for the parties to engage in discovery prior to the Court's determination of the extent of Plaintiff s right of first refusal. 16. The Agreement clearly limits Plaintiffs right of first refusal to the private residence of the McCulloughs to the exclusion of the farm land surrounding the residential property. 17. Pursuant to Pennsylvania Rule of Civil Procedure 1034, a motion for judgment on the pleadings may be granted in cases where no facts are at issue and the law is clear that a trial would be a fruitless exercise. Matthew-Landis v Housing Authori?, 240 PA. Super. 541, 361 A.2d 742 (1976). 18. The motion for judgment on the pleadings was created to permit an overall examination of pleadings in the action, on application of any party, after the pleadings are closed, to determine whether judgment should be entered upon the pleadings prior to trial. Reardell v. Western Wayne School District, 91 Pa.Cmwlth 348, 352, 496 A.2d 1373, 1375 (198). WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to enter judgment in favor of Donald A. McCullough and Vicky C. McCullough and against Plaintiff that Plaintiff's right of first refusal is limited only to the residence of Donald A. McCullough and Vicky C. McCullough to the exclusion of the remainder of Tract No. 1 used as farm land. 19. Paragraphs 1-18 are incorporated herein as if set forth in full. 20. Plaintiff admits that on or about July 29, 2005, Defendants offered to sell to Plaintiff the property consisting of the McCullough residence and the surrounding property maintained for residential purposes (defined as the "Private Residence" in the McCulloughs' New Matter). See McCullough's New Matter, Paragraph 56 and Plaintiff's response thereto. 21. Plaintiff admits that Plaintiff did not accept the offer referred to in Paragraph 20 above. See McCullough's New Matter, Paragraph 5 and Plaintiff's response thereto. 22. Plaintiffs right of first refusal under the Agreement is extinguished by Plaintiff s rejection of Defendants' offer to sell the subject property to Plaintiff. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to enter judgment in favor of Defendants and against Plaintiff. that Plaintiff s right of first refusal is extinquished. Cnnnt Ill-Judgment on Pleadings Right of First Refusal Void as Vague (Pleading in the alternative) 23. Paragraphs 1-22 are incorporated herein as if set forth in full. 24. In the alternative, to the extent to which this Court finds that the Agreement does not clearly indicate that the "residence property" to which Plaintiffs claim a right of first refusal refers to the property used and maintained for residential purposes (which assertion the McCullough Defendant's deny), the right of first refusal does not adequately define the "residence property". 25. If the "residence property" referred to in the Agreement does not refer to the property used and maintained for residential purposes, it is impossible to determine the extent of any right of first refusal Plaintiff may have. 26. If the "residence property" referred to in the Agreement does not refer to the property used and maintained for residential purposes, any right of first refusal claimed by Plaintiff under the Agreement is void for lack of an adequate description of the real property to which it applies. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to enter judgment in favor of Donald A. McCullough and Vicky C. McCullough and against Plaintiff that Plaintiffs right of first refusal is void as too vague. Respectfully submitted, Dated SALZMANN HUGHES, P.C. By: /? David H. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road, Suite I Carlisle, PA 17013 (717) 249-6333 Attorneys for Donald A. McCullough and Vicky C. McCullough, Defendants 13 6E CERTIFICATE OF SERVICE AND NOW, this23'2day of March, 2006, 1, David H. Martineau, of Salzmann Hughes, P.C., counsel for the Plaintiff, hereby certify that I served a copy of the within Defendant Donald A. McCullough and Vicky C. McCullough's Motion for Judgment on the Pleadings, this day by depositing the same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed to: Helen L. Gemmill, Esquire Sean P. Delaney, Esquire McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Bryan Linsenbach, Esquire Schrack & Linsenbach 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019-0310 David H. Martineau, Esquire r? Cn `' ? a .C, -f? ??''? f. :J ? , ?; ('1 ?', <J - Y ? ?J. r,, v_. U SALZMANN HUGHES, P.C. James D. Hughes, Esquire. G. Bryan Salzmann, Esquire 354 Alexander Spring Road, Suite l David H. Martineau, Esquire, E. Ralph Godfrey, Esquire Carlisle, PA 17013 Attorneys for Defendants Donald A. McCullough & PRESBYTERIAN HOMES, INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY DOCKET NO. 2005-5800 DEFENDANTS DONALD A. AND VICKY C. McCULLOUGH'S MOTION TO DEEM REQUESTS FOR ADMISSIONS ADMITTED, STRIKE OBJECTIONS AND COMPEL PLAINTIFF'S RESPONSES TO RF.QUF.STS FOR THE PRODUCTION OF DOCUMENTS AND NOW, come Defendants Donald C. McCullough and Vicky C. McCullough, by and through their counsel, Salzmann Hughes, P.C., and file this Motion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiff's Responses to Requests for the Production of Documents, as follows: On or about November 7, 2005 Plaintiff filed its Complaint in this matter. 2. On or about January 6, 2006, Defendants Donald A. McCullough and Vicky C. McCullough (the "McCulloughs") filed their Answer with New Matter. 3. Concurrently with serving their Answer with New Mater, the McCulloughs served upon Plaintiff their Requests for Admissions, Request for the Production of Documents and Interrogatories. A true and correct copy of the Requests for Admissions are attached hereto as Exhibit "A" and incorporated herein. A true and correct copy of the Request for Production of Documents is attached hereto as Exhibit "B" and incorporated herein. 4. Plaintiff served its Responses and Objections to Plaintiffs Request for Admissions and Request for Production of Documents on the McCulloughs on or about February 6, 2006. A true and correct copy of Plaintiffs Response to Defendant Donald A. McCullough and Vicky C. McCullough's Request for Admissions Directed to Plaintiff is attached hereto as Exhibit "C" and incorporated herein. Plaintiffs Response to Request for Production of Documents and Things of Defendant Donald A. McCullough and Vicky C. McCullough Addressed to Plaintiff is attached hereto as Exhibit "D" and incorporated herein. Motion to Strike Plaintiffs Objections to the MeC ullongh's Requests for Production of Documents Relati ng to Production of Newsletters 5. Paragraphs I through 4 are incorporated herein as if set forth in full. 6. The McCulloughs' Request for the Production of Documents contains the following requests: "5. All newsletters to residents in the Presbyterian Homes, Incorporated for the past 5 years." "6. All newsletters to residents prepared or distributed between January 1991 and March 1992." (hereinafter collectively referred to as the "Newsletter Requests") 7. Plaintiff objected to both of the Newsletter Requests, stating as to each "PHI objects to this request on the grounds that it is overbroad, unduly burdensome and in that is seeks documents not relevant to the facts or issues raised in this case nor likely to lead to the discovery of relevant evidence." 8. The Newsletter Requests are not overly broad. 9. The Newsletter Requests are not unduly burdensome because Plaintiff produced and has complete control over the requested documents. 10. The Newsletter Requests are relevant and likely to lead to additional relevant evidence because it is believed that the requested documents contain statements by Plaintiff to Plaintiffs residents relating to the matters set forth in Plaintiffs Complaint and Defendants' New Matter. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to strike Plaintiff's objections to their Requests for Production of Documents number 5 and 6 and Order Plaintiff to provide the requested documents. Motion to Strike Plaintiffs Ohiections to the McCullough'- Requests for Production of Documents Gene 11. Paragraphs 1 through 10 are incorporated herein as if set forth in full. 12. Preceding Plaintiff's responses to the McCulloughs' Requests for the Production of Documents are three (3) general objections to the discovery of the requested documents. 13. Each of Plaintiff's responses to the McCulloughs' individual requests contains additional general objections or references to the general objections referred to in Paragraph 12 above. 14. With respect to objections to requests for the production of documents, Plaintiff is required to "identify all documents or things not produced or made available because of the objection that they are not within the scope of permissible discovery under Rule 4003.2 through Rule 4003.6 inclusive and Rule 4011(-). Documents or things not produced shall be identified with reasonable particularity together with the basis for non- production." Pa.R.C.P.4009.12(b)(2). 15. Plaintiffs responses to the McCulloughs' Requests for the Production of Documents do not identify a single document the discovery of which Plaintiff finds objectionable. 16. Plaintiff has failed to object to the McCulloughs' Requests for Production of Documents as required under Pa.C.R.P. 4009.12(b)(2). 17. Plaintiff has waived any and all objections to the discovery of the requested documents. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to strike Plaintiffs objections to their Requests for Production of Documents and Order Plaintiff to respond to the same without objection. 18. Paragraphs I through 17 of this Motion are incorporated herein as if set forth in full. 19. Pa.R.C.P. 4009.12(b) requires the party answering requests for the production of documents to: (1) Identify all documents or things produced or made available; (2) Identify all documents or things not produced or made available because of the objection that they are not within the scope of permissible discovery under Rule 4003.2 through Rule 4003.6 inclusive and Rule 4011(c). Documents or things not produced shall be identified with reasonable particularity together with the basis for non-production. (3) State that after reasonable investigation, it has been determined that there are no documents responsive to the request. 20. Plaintiff s responses in Exhibit "D" to the McCulloughs' requests numbered 1, 3, 4, 7, 8, 9, 10, 11, 12, 13 & 14 state as to each numbered paragraph only general objections and that it will produce requested documents not protected or privileged for inspection and copying at a mutually agreeable time and place. 21. Plaintiffs objections to Defendants requests for production of documents are general and do not identify a single document or thing, the production of which Plaintiff finds objectionable. 22. Plaintiffs responses to the McCulloughs' Requests for Production of Documents do not identify a single documents or thing to be made available as required under Pa.R.C.R 4009.12(b). 23. Out of fourteen (14) separate requests, Plaintiff only indicated as to one (1) request that Plaintiff is unaware of the existence of any documents responsive to the McCulloughs' requests. 24. Plaintiff's Responses and Objections to the McCulloughs' Request for the Production of Documents and Things are unresponsive and do not comply with the requirements of Pa.R.C.P. 4009.12(b). WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to strike Plaintiff's objections to their Requests for Production of Documents and Order Plaintiff to provide full and adequate responses to the Requests for Production of Documents. 25. Paragraphs 1 through 24 are incorporated herein as if set forth in full. 26. Each matter, the admission of which is requested "is admitted unless, within thirty days after service of the request ... the party to whom the request was directed serves upon the party requesting the admission an answer verified by the party or an objection, signed by the party or the party's attorney ..." Pa.R.C.P. 4014(b). 27. Plaintiff is required in its answer to the McCulloughs' Requests for Admissions to "admit or deny the matter or set forth in detail the reason why the answering party cannot truthfully do so." Pa.R.C.P. 4014(b). 28. The McCulloughs' Request for Admission No. 1 requests that Plaintiff admit "There are no writings other than the Agreement which form any part of a contractual agreement between Plaintiff and Defendants with respect to the issues set forth in Plaintiff's Complaint or the McCullough's New Matter." 29. Plaintiff's response purports to deny Request Number 1 stating "The Agreement contains PHI'S right of first refusal. Other documents however, including the correspondence between the parties to the Agreement and the various deeds, may be useful in interpreting or construing the Agreement and determining the parties' intent." 30. The McCulloughs' Request Number 1 asks Plaintiff to admit that there is no other part of the contractual agreement, not whether or not there may exist parole evidence useful in interpreting the Agreement. 31. Plaintiffs denial of Request Number 1 is based upon the existence of parole evidence, not additional contracts agreements. 32. The McCulloughs' Request Number 1 should be deemed admitted for failure of Plaintiff to adequately deny the request. 33. The McCulloughs' Request for Admission No. 5 requests that Plaintiff admit "No part of the real property within Tract No. 1 other than the Private Residence is connected to Green Ridge Lane through any road or path, either improved or unimproved." 34. Plaintiff's response purports to deny Request Number 5 stating "Tract No. 1 directly adjoins Green Ridge Lane on the north, south and end of Green Ridge Lane." 35. The McCulloughs' Request Number 5 clearly requests an admission that no part of Tract No. 1 other than the Private Residence is connected to Green Ridge Lane `through any road or path .. 36. Plaintiffs denial is based upon the common border between Tract No. 1 and Green Ridge Lane and identifies no road or path. 37. The McCulloughs' Request Number 5 should be deemed admitted for failure of Plaintiff to adequately deny the request. 38. The McCulloughs' Request for Admission No. 6 requests that Plaintiff admit "All non-residential structures located upon Tract No. I have access to public streets." 39. Plaintiff's response purports to deny Request Number 6 stating "Upon reasonable inquiry, the information known to PHI or readily obtainable by PHI is insufficient to enable PHI to admit or deny this request and therefore it is denied. PHI believes there may be physical or legal impediments that may prevent access of the non- residential structures to public streets, including state and local regulations." 40. Plaintiff owns and operates a business abutting Tract No. 1, which uses Green Ridge Lane as a route of ingress and egress to said business. 41. All non-residential structures and access thereto located upon Tract No. 1 are clearly visible from Green Ridge Lane. 42. All points of access to the non-residential structures are clearly visible . from Centerville Road, a public road at the eastern end of Green Ridge Lane. 43. Any and all state and local regulations are public information, the discovery or which is readily available to Plaintiff. 44. Plaintiff does have ready and unimpeded access to all information necessary to admit or deny the McCulloughs' Request Number 6. 45. The McCulloughs' Request Number 6 should be deemed admitted for failure of Plaintiff to adequately deny the request. 46. The McCulloughs' Request for Admission No. 13 requests that Plaintiff admit "The Defendants offered to sell the Private Residence to Plaintiff.", the "Private Residence" being a term defined to have the same meaning as that set forth in the McCullough's New Matter to Plaintiffs Complaint. 47. Plaintiffs response purports to deny Request Number 13 stating "Prior to the conveyance of Tract No. I to Defendant Fox, Defendants did not offer the sell the "Private Residence" as defined in the Requests for Admission. Accordingly, upon the conveyance to Defendant Fox, the McCullough Defendants were in breach of the December 30, 1991 Agreement. Further answering, PHI denies any averment or implication that an offer to sell the "Private Residence" as defined in the Requests for Admission, satisfies the McCullough Defendants' obligation under the December 30, 1991 Agreement. Under that Agreement, PHI's right of first refusal encompassed the whole of Tract No. L" 48. The McCulloughs' Request Number 13 does not limit the request as to time frame or make any legal conclusions regarding the ramifications of such action. 49. Plaintiffs denial only partially denies Request Number 13, denying the matter only as to a particular time frame arbitrarily chosen by Plaintiff and not contained in the request. 50. Additionally, Plaintiffs response to Request Number 13 contains numerous legal conclusions which are irrelevant as to the admission or denial of the factual matter subject to the request for admission. 51. Plaintiffs have actual knowledge that "on or about July 29, 2005, Defendants offered to sell to PHI the portion of Tract No. 1 that Defendants define as the `Private Residence'." Plaintiffs Reply to New Matter of McCullough Defendants, Paragraph 56. 52. The McCulloughs' Request Number 13 should be deemed admitted for failure of Plaintiff to adequately deny the request. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to Order that their Requests for Admissions Numbers 1, 5, 6 and 13 be deemed admitted. Respectfully submitted, SALZMANN HUGHES, P.C. By: David H. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road, Ste I Carlisle, PA 17013 (717) 249-6333 Attorneys for Donald A. McCullough and Dated: 1Z le /2/ Vicky C. McCullough, Defendants AND NOW, thisl7"2 day of March, 2006, I, David H. Martineau, of Salzmann Hughes, P.C., counsel for the Plaintiff, hereby certify that I served a copy of the within Defendant Donald A. McCullough and Vicky C. McCullough's Motion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiff's Responses to Requests for the Production of Documents, this day by depositing the same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed to: Helen L. Gemmill, Esquire Sean P. Delaney, Esquire McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Bryan Linsenbach, Esquire Schrack & Linsenbach 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019-0310 David H. Martineau, Esquire n ?? ?. 'n _ -i r: -n L_) i O .,( _ ?:"i r .. _? ?`J •;? -? SALZMANN HUGHES, P.C. James D. Hughes, Esquire, G. Bryan Salzmann, Esquire 354 Alexander Spring Road, Suite 1 David H. Martineau, Esquire, E. Ralph Godfrey, Esquire Carlisle, PA 17013 Attorneys for Defendants Donald A. McCullough & (717) 249-6333 - _ Vickv C .-McCullough PRESBYTERIAN HOMES, INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY DOCKET NO. 2005-5800 PRAECIPE TO TO THE PROTHONOTARY: Please attach the following as Exhibit "A" to Defendants Donald A. McCullough and Vicky C. McCullough's New Matter which was inadvertently omitted. SAL?ZMMANN HUGHES, P.C ----? By James D. Hughes, Esquire Attorney I.D. No. 58884 G. Bryan Salzmann, Esquire Attorney I.D. No. 61935 E. Ralph Godfrey, Esquire Attorney I.D. No. 77052 David H. 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'II , " ~E~_;, ~i; ~t! -[ \ \ ,(' \ I'll Y/ "," , ;:;, u~ ~~l \ \ 01/ I!! ~t_d! ~nJ~ ~-~~ ~ u- ~~ ,n; 't_~. !if!1 ~t~~_ ''11 ~ ~ \ \ 011 \ \011 01/ " (, .~ \ ~H \. ;~;: ;~8i \ ~~L , ,~~ ~ j ~~~ ~~a dn /D[r '\\;~'J'{i b~\ 1~~1i: '~' i;~ ,,;, . , H f" // ~:~ \.};:.~ ~ ~.IO. I l~~ \ \ 1 \ 011 \ 011 gU \ \ 011 \ II :~ II \ '1 ,\,11, ?tp 'I,!, ~ji ~ ~;~f \-, I ~n \1'1' :11' 1*' \ \' \I , , '" '" OJ n ~~ K; ~~ e :111 i II I 111.1 I II ! :iii' ~io,* ii ~ ,H,'ll'li!I!1II1111 OJ il1jiilll.lll1lill I fill! Ii i, , I I iil i . ! "I, !:,;, ~ ~ f;i , / / ~ r II , , PLAN @) 9" . ....~nrr BNGD----.NQ, : , ,.' .' CIrI lAM .,..,....., ........... .. '..." . ~..~....:4.;;,.....,......,_ L ',' "7M1M3 ~ . - .........~...........~ ....,.....0 .b& -4......~ ..'" ,-- .".... u Located In WEST PEhN8IlORO TOWNBHP, CUMIlEfI..ANll COlMY, PENN8YLVANA PRESBYTERIAN HOMES, INCORPORATED. Plaintiff MAR L 4 2006 VI, DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants INTHE COURT OF COMMON PLEAS OF CU'MBERLAND COLiNTY. PENNSYLVANIA CIVIL ACTION - EQUFfY DOCKET NO. 2005-300 RITE AND MOIL', this dayof _ yV U L? 206, upon consideration of Defendant Donald A. McCullough and Vicky C. McCullough's Motion to Decm Requests for Admissions Admitted and Compel Plaintiffs Rc:?ponses to Requests for the Production of Documents and Request for Admissions, Plaintiff is hereby ordered to show cause within L!o days of service of this Rule ,Nhy the relief requested in the attached Motion should not be granted. v BY THE COURT: 4 'irl? L, __, E'?:? o.?t1 ???,? ?,'.?? .!r',1 „, ? ? u? <_ , ?.._ %?'_ SALZMANN HUGHES, P.C. James D. Hughes, Esquire, G. Bryan Salzmann, Esquire 354 Alexander Spring Road, Suite 1 David H. Martineau, Esquire, E. Ralph Godfrey, Esquire Carlisle, PA 17013 (217)')49-63 74 Attorneys for Defendants Donald A. McCullough & 7:_]_ v (' Mr('nlln ?gl>-- ,_ PRESBYTERIAN HOMES, INCORPORATED, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants CIVIL ACTION - EQUITY DOCKET NO. 2005-5800 AND NOW, TO WIT, this 2C*14' day of April, 2006, comes Defendants Donald A. and Vicky C. McCullough, by and through their attorneys, David H. Martineau, Esquire, and the law firm of Salzmann Hughes, P.C., and file the within Motion to Make Rule Absolute stating in support thereof as follows: 1. On or about March 23, 2006, Defendants Donald A. McCullough and Vicky C. McCullough ("Movants") filed a Motion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiff's Responses to Requests for the Production of Documents. A true and correct copy of the Motion is hereto attached as Exhibit "A". 2. Pursuant to the above Motion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs Responses to Requests for the Production of Documents, a Rule was issued by the Court on all parties on March 28, 2006, to show cause why the Movants' Motion should not be granted. A true and correct copy of the Rule is hereto attached as Exhibit "B". 3. On April 4, 2006, the Movants caused a copy of the Rule to be served on Plaintiff and Defendant Harry H. Fox, Jr., by United States First Class Mail. A true and correct copy of the Certificate of Service is hereto attached as Exhibit "C". 4. The Rule issued March 28, 2006 was returnable within fourteen (14) days after the date of service. 5. Plaintiff filed a response to said Rule on or about April 17, 2006. A true and correct copy of Plaintiffs response is attached hereto as Exhibit "D". 6. Plaintiff s response to said Rule does not set forth any valid reason to deny the Movants' Motion. 7. Defendant Fox has not filed a response to said Rule. WHEREFORE, Movants respectfully request this Honorable Court to make the Rule issued absolute and enter an Order granting the Movants' Motion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs Responses to Requests for the Production of Documents. Dated: y zz -I? Respectfully submitted, SALZMANN HUU?GHES, P.C. By David H. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road, Suite 1 Carlisle, PA 17013 (717) 249-6333 Attorneys for Defendants Donald A. and Vicky C. McCullough i y- , J SALZMANN HUGHES, P.C. James D. Huah_s. Esquire. G. Bryan Sa!zmann. Esquire 354 Alexander Spring Road, Suite I David H. Martineau. Esquire. E. Ralph Godrre%, Esquire Carlisle. PA 17013 A--torn-,,s for P.eendarts Dcnah3 A. McCullou-,>h & PRESBYTERIA\ HOMES. INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH. husband and wife; and HARRY" IL POX, JR.. Defendants EN TIIE COURT OF COMMON PLEAS Of CUNIBE-RI.AND COU\TY, PENNSYLVANIA ?? rv r-7 `n CIVIL AC"LION-EQUITY ':a r tr DOCKET NO. 2005-5300 W LL'+ N cx, DEFENDANTS DONALD A. AND VICKY C. McCULLOUGH'SMOTION TO DEEM REQUESTS FOR ADMISSIONS ADNIITTED, STRIKE OBJECTIONS AND COMPEL PLAINTIFF'S RESPONSES TO RFOIIFS-FS FOR TAE. PROI)IICTION OF DOf 1?NIFNTS AND NOW. come Defendants Donald C. VICCullough and Vicky C. MCCulloueh, b,, and through their counsel. Salzmann Hughes. P.C., and file this Motion to Deem Requests for Admis:-ions Admitted, Strike Objections and Compel Plaintiffs Responses to Requests for the Production of Documents, as follows: 1. On or about November 7, 2005 Plaintiff filed its Complaint in this matter. 2. On or about January 6, 2006, Defendants Donald A. MCCullough and Vicky C. McCullough (the "McCulloughs") filed their Answer with New Matter. >99 I Concurrently r?ith ser ping their Answer wi h NetivAlater, die 1cCullOnohs served upon Plaintiff their Requests for Admissions. Request for tLe Productior: of Documents and Interrogatories. A true and correct copy of the Requests for Admissions are attached hereto as Exhibit "A" and incorporated herein. A true and correct copy of the Request for Production of Documents is attached hereto as Exhibit "B" and incorporated herein. 4. Plaintiff served its Responses and Objections to Plaintiffs Rcquest for Admissions and Request for Production of Documents on the llcCulloughs on or about February 61 -'006. A true and correct copy of Plaintiffs Response to Delendauit Donald A. AICCullough and Vicky C. McCullough's Request for Admissions Directed to Plaintiff is attached hereto as Exhibit "C" and incorporated herein. Plaintiffs Response to Request for Production of Documents and Things of Defendant Donald A. MCCullouP?lI and Vicky C. McCullough Addressed to Plaintiff is attached hereto as Exhibit `'D" and incorporated herein. M i ot on to Strike P laintiffs nhiect ionc to the C ' Mc ulloudh s Request s for Prnttnetian of Documents Relati ng _to Pro duction of News letters ?. Paragraphs 1 throueh 4 are incorporated herein as if set forth in full. 6. The McCulloughs' Request for the Production of Documents contains the following requests: `d. All neitsletrers to residents in the Presb lori.m Homes. Incorporated for the past 5 Nears.- -6. All newsletters to residents prepared or distributed between Jatntarv [991 and March 1992." (hereinafter collectively- referred to as the `N'ewsletter Requests-) 7. Plaintiff objected to both of the Newsletter Requests. stating as to etch "PHI objects to this request on the grounds that it is overbroad, Unduly burdcnsome and in that is seeks documents not relevant to the facts or issues raised in this case nor Likely to lead to the diseoverv of relev ant e vidence." 3, The Newsletter Requests are not overly broad. 9. The Newsletter Requests are not undul} burdensome because Plaintiff produced and has complete controi over the requested documents. 10. The Newsletter Requests are rele ant and likely to lead to additional relevant evidence because it is believed that the requested documents contain statements by Plaintiff to Plaintiffs residents relating to the matters set forth in Plaintiffs Complaint and Defendants' New Matter. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to strike Plaintiffs objections to their Requests for Production of Documents number 5 and 6 and Order Plaintiff to provide the requested documents. Mo tion to Strike Plaintiffs, Objections to he ' t fD d ti P MCn11 s o u-h Reque ono ocumen s nc stsfor rn Gen ern 11P 11. Paragraphs I through 10 are incorporated herein as if set forth in fill. 12. Preceding Plaintiff's responses to the McCulloughs' Requests for the Production of Documents are three (3) general objections to the discovery of the requested documents. I Each of Plaintiffs responses to the 1,tcCull0ughs' individual requests contains additional general objections or references to the general objecticns ref<,rzcd to in Paragraph 12 above. 14. With respect to objections to requests for the production of documents. Plaintiff is required to "identify all documents or things not produced or made mailable because of the objection that they are not within the scope of permissible discovery under Rule 4003.2 through Rule 4003.6 inclusive and Rule 4011(c). Documents or things not produced shall be identified with reasonable particularity together with the basis for non- production." Pa.R.C.P. 4009.12(b)(2). I 15. Plaintiffs responses tc the MCCulloughs' Requests for tl,.e Production of Documents do not identiA a single document the discover: of which Plairniff finds objectionable. 16. Plaintiff has failed to object to the MCCulloughs' Requests for Production of Documents as required underPa.C.R.P. 4009.12(b)(2). 17. Plaintiff has waived any and all objections to the discovery of the requested documents. WHEREFORE, Defendants Donald A. McCullough and Vicky C. iMCCullough respectfully request this Honorable Court to strikc Plaintiffs objections to their Requests for Production of Documems and Order Plaintiff to respond to the same without objection. Motion to Compel Resnponws to Requests for Production of Documents is. Paragraphs 1 thrcu_*h 17 of this i%lotion are incorporated herein as if set forth in full. 19. Pa.R.C.P. 4009.12(b) requires the party answering requests for the production of documents to: (1) Identify all documents or thins produced or made available; ? t (2) Identify- all documents or things not produced or made available because of the objection that they are not within the scope of permissible discovery uncle, Rule 4003.2 through Ruse 4003.6 inelusiea turd Rule 4011(c). Documents or things not produced shall be identified with reasonable pLrticuiarity toi7ether with the basis for non-preduction. (3) State that after reasonable investiantion, it has been determined that there are no documents responsive to the request. 20. Plaintiffs responses in Exhibit "D" to the blcCulloushs' requests numbered 1, 37 4. 7, 8, 9, 10, 11. 12, 13, & 14 state as to each numbered paragraph only ,I- ral objections and that it will produce requested documents not protected or privileged for inspection and copying at a mutually a-rceable time and place. 21. Plaintiffs objections to Defendants requests for production of documents are general and do not identify a single document or thing, the production of which Plaintiff finds objectionable. 22. Plaintiffs responses to the MCCulloughs' Requests for Production of Documents do not identify a single documents or thing to be made available as required under Pa.R.C.P. 4009.12(b). 23. Out of fourteen (14) separate requests, Plaintiff only indicated as to one (1) request that Plaintiff is unaware of the existence of any documents responsive to the McCulloughs' requests. 24. Plaintiffs Responses and Objections to the McCulloughs' Request for the Production of Documents and Things are unresponsive and do not cot-.:ply ;pith the requirements of Pa.R.C.P. 4009.12(b). WHEREFORE. Defendants Donald A. *N1cCullouah and Vicky C. McCullough respectfully request this Honorable Court to strike Plaintiffs objections to their Requests for Production of Documents and Order Plaintiff to provide full and adequate responses to the Requests for Production of Documents. Motion to Recognize Deemed Admissiims 25_ Paragraphs 1 through 24 are incorporated herein as if set forth in full. 26. each matter, the admission of which is requested "is admitted unless. within thirty days after service of the request ...the party to whom the request was directed serves upon the party requesting the admission an answer verified by the party or an objection, signed by the party or the party s attorney ..." Pa.R.C.P. 4014(b). 27. Plaintiff is required in its answer to the bICCulloughs' Requests for Admissions to "admit or deny the matter or set forth in detail the reason why the answerin.- party cannot truthfully do so." Pa.R.C.P. 4014(b). 28. The McCulloughs' Request for Admission No. 1 requests that Plaintiff admit "There are no writin-s other than the Agreement which form any part of a contractual agreement between Plaintiff and Defendants with respect to the issues set forth in Plaintiff s Complaint or the McCullough's New Matter." 29. Plaintiffs response purports to deny Request Number I stating "The Agreement contains PHI'S right of first refusal. Other documents however, including the correspondence between the parties to the Agreement and the various deeds, may be useftd in interpreting or construing the Agreement and determining the parties' intent." 30. The McCulloughs' Request Number I asks Plaintiff to admit that there is no other part of the contractual agreement, not whether or not there may exist parole evidence useful in interpreting the Agreement. 31. Plaintiffs denial of Request Number 1 is based upon the existence of parole evidence, not additional contracts agreements. 32. The McCulloughs' Request Number 1 should be deemed admitted for failure of Plaintiff to adequately deny the request. 33. The McCulloughs' Request for Admission No. 5 requests that Plaintiff admit "No part of the real property within Tract No. I other than the Private Residence is t t connected to Green Ride Lane through any road or path, either im, ro,ed or unimproaed." 34. Plaintiffs response purports to deny Request Number i stating "Tract No. I directly adjoins Green Ridge Lane on the north. south and end of Green Ridge Lane." 33. The McCullouahs' Request Number d clearly requests an admission that no part of Tract No. 1 other than the Private Residence is connected to Green Ridge Lane "through any road or path ..." 36. Plaintiff's denial is based upon the common border between Tract No. 1 and Green Ridge Lane and identifies no road or path. 37. The McCulloughs' Request Number 5 should be deemed admitted for failure of Plaintiff to adequately deny the request. 38. The McCulloughs' Request for Admission No. 6 requests that Plaintiff admit "All non-residential structures located upon Tract No. 1 have access to public streets." 39. Plaintiff's response purports to deny Request Number 6 stating "Upon reasonable inquiry, the information known to PHI or readily obtainable by PHI is insufficient to enable PHI to admit or deny this request and therefore it is denied. PIIT believes there may he physical or legal irnpediments that ma,r present access of the non- residential structures to public streets. including state and local regulations." 40. Plaintiff ovens and operates a business abutting Tract No. 1. which uses Green Ridge Lane as a route of ingress and egress to said business. 41. All non-residential structures and access thereto located upon Tract No. I are clearly visible from Green Ridge Lane. 43. All points of access to the non-residential structures are clearly visible tiom Centerville Road, a public road at the eastern end of Green Ridge Lane. 43. Any and all state and local regulations are public information, the discovery or which is readily available to Plaintiff. 44. Plaintiff does have ready and unimpeded access to all information necessary to admit or deny the McCulloughs' Request Number 6. 45. The iV[cCultoughs' Request Number 6 should be deemed admitted for failure of Plaintiff to adequately deny the request. 46. The McCulloughs' Request for Admission No. 13 requests that. Plaintiff admit -The Defendants offered to sell the Private Residence to Plaintiff.', the "Private Residence" being a term defined to hate the same meaning as that set forth in the MCCullouah's Neu Matter to Plaintiff's Complaint. 47. Plaintiff's response purports to deny Request Number 13 stating "Prior to the conveyance of Tract No. 1 to Defendant Fos, Defendants did not offer the sell the "Prig Lite Residence" as defined in the Requests for Admission. Accordingly, upon the conveyance to Defendant Fos. the McCullough Defendants ?%ere in breach of the December 30. 1991 Agreement. Further ansxecrine, Pill denies any aaerment or implication that an offer to sell the "Private Residence" as defined in the Requests for Admission, satisfies the MCCutlough Defendants' obligation under the December 30, 1991 Agreement. Under that Agreement, Pill's ritzht of first refusal cncompussed the whole of Tract No. 1." 43. The tMcCulloughs' Request Number 13 does not limit the request as to time frame or make any, legal conclusions regarding the ramifications of such action. 49. Plaintiffs denial only partially denies Request Number 13, denying the matter only as to a particular time frame arbitrarily chosen b% Plaintiff and not contained in the request. 50, Additionally, Plaintiffs response to Request Number 1: contains numerous le,-al conclusions which are irrelevant as to the admission or dcnial of the factual matter subject to the request for admission. 51. Plaintiffs have actual knowledge that "on or about Julv 29, 2005, Defendants offered to sell to PHI the portion of Tract No. I that Defendants define as the 'Private Residence'." Plaintiff's Reply to Xew :Llatter of :McCullough L)efendants, Paru,raph 56. 52. The McCulloughs' Request Number li should be deemed admitted for failure or Plaintiff to adequately deny the request. WHEREFORE, Defendants Donald A. McCullough and Vicky C. McCullough respectfully request this Honorable Court to Order that their Requests for Admissions N'um'bers 1. 5. 6 and 13 be deemed admitted. Respectfully submitted, SALZMANN HUGHES. P.C. Cam- B v: David If. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road, Ste 1 Carlisle, PA 17013 (717) 249-6333 Attorneys for Donald A. McCullough and ?' a Vicky C. McCullough, Defendants Dated: G' CERTIFICATE OF SERVICE AND NOV. this2-3°2 dac of ;vinrch, 2006. I. David H. Martineau, of Sazmann Hughes, P.C., counsel for the Plaintiff, hereby certify- that I screed a copy of the vvitrin Defendant Donald A. McCullough and Vicky C. McCullough's i'vlotion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs Responses to Requests for the Production of Documents, this day by depositing the same in the united States mail, postage prepaid, at Carliste, Pennsylvania, addressed to: Helen L. Gemmill. Esquire Sean P. Delaney, Esquire McNees Wallace & Natick, LLC 100 Pine Street P.O. Box 1166 Harrisbur", PA 17108-1166 Bryan Linsenbach, Esquire Schrack & Linsenbach 124 West Harrisburg Street PO Box 310 Dillsbur°-. PA 17019-0310 David H. Martineau, Esquire PRESBYTERiA-" HOMES. INCORPORATED. Plaintiff v. DONALD A. MCCU[LOUGH and VICKY C. MCCULLOUGH, husband and "ife; and HARRY H. FOX, JR., Defendants IN THE COURT OF CONn,TON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA CIVIL ACTION - EQUITY DOCKET NO. 2005-5400 RIJ E AND NOW, thisM daa Of 2006, upon consideration of Defendant Donald A. NICCull )U?d) 11 d 'icky C. .mcCullough's iVIotion to Deem Requests for Admissions Admitted and Compel Plaintiff`s Responses to Requests for the Production of Documei.ts and Request for Admissions, Plaintiff is hereby ordered to show cause within days of service of this Rule why the relief requested in the attached Motion should not be granted. BY THE COURT: AND NOW, this 4th day of April, 2006, I, David H. Martineau, of Salzmann Hughes, P.C., counsel for Defendants Donald A. and Vicky C. McCullough, hereby certify that I served a copy of the within Defendant Donald A. McCullough and Vicky C. McCullough's Motion to Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiff's Responses to Requests for the Production of Documents, this day by depositing the same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed to: Helen L. Gemmill, Esquire Sean P. Delaney, Esquire McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Bryan Linsenbach, Esquire Schrack & Linsenbach 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019-0310 David H. Martineau, Esquire EXHIBIT "C" PRESBYTERIAN HOMES, INCORPORATED, Plaintiff, V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 2005-5800 PLAINTIFF'S RESPONSE TO DEFENDANTS DONALD A. MCCULLOUGH AND VICKY C. MCCULLOUGH'S MOTION TO DEEM REQUEST FOR ADMISSIONS ADMITTED, STRIKE OBJECTIONS AND COMPEL PLAINTIFF'S RESPONSES TO REQUESTS FOR THE PRODUCTION OF DOCUMENTS Plaintiff Presbyterian Homes, Incorporated ("PHI") respectfully submits this response to the discovery motion ("Motion") filed by Defendants Donald A. McCullough and Vicky C. McCullough (the "McCulldughs") and the Court's Rule dated March 28, 2006 (served on April 4, 2006). As discussed further below in response to each numbered paragraph of the Motion, PHI served complete, adequate and timely responses to the McCulloughs' Requests for Admission, and there is no basis to deem them admitted. PHI also asserted proper and timely objections to the Requests for Documents, and there is no basis to deem the objections waived. Accordingly, the McCulloughs' Motion should be denied.' Response to Introductory Paragraphs of Motion PHI admits that PHI filed its complaint on November 7, 2005. 2. PHI admits that the McCulloughs filed their answer and new matter on January 6, 2006. ' PHI notes that the McCulloughs counsel did not seek concurrence in their Motion as required by C.C.R.P. 208.3(a)(9). An effort by the McCulloughs' counsel to resolve this discovery dispute may have obviated the need for a motion and this response. f.ti.N f 1) 3. PHI admits that the McCulloughs served Interrogatories, Requests for Admissions and Requests for Production of Documents on January 6, 2006. However, contrary to the averments in the Motion, copies of the Requests for Admission and Requests for Production of Documents were not attached as exhibits to the Motion served upon PHI. Upon review of the Court's online docket, it appears that the McCulloughs also did not attach copies to their Motion as filed with the Court. Attached hereto as Exhibit A is PHI's Response to the Request for Production of Documents (the requests are set forth verbatim in the response). Attached hereto as Exhibit B is PHI's response to the Requests for Admission (the requests are set forth verbatim in the response). 4. PHI admits that PHI served its responses to the Interrogatories, Requests for Admissions and Requests for Production of Documents on February 6, 2006. However, contrary to the averments in the Motion, copies of PHI's responses to the Requests for Admission or PHI's responses to the Requests for Production of Documents were not attached as exhibits to the Motion served upon PHI. Upon review of the Court's online docket, it appears that the McCulloughs also did not attach copies to their Motion as filed with the Court. Accordingly, see Exhibits A and B attached hereto. Response to Motion to Strike Objections To The McCulloughs' Requests for Production of Documents Relating To Production of Newsletters 5. PHI incorporates the foregoing paragraphs 1 through 4 by reference. 6. PHI admits that the McCulloughs' document requests sought the production of all newsletters to residents of PHI for the past 5 years and newsletters to residents prepared or distributed between January 1991 and March 1992 (the "Newsletter Requests"). 2 PHI admits that it objected to the Newsletter Requests on the grounds that the requests were overbroad, unduly burdensome, and sought documents not relevant to the facts or issues raised in the case nor likely to lead to the discovery of relevant evidence. 8. PHI denies the McCulloughs' assertion that the Newsletter Requests are not overbroad. During the time periods for which the newsletters are requested, PHI has operated seventeen facilities and communities throughout the Commonwealth of Pennsylvania. Each of these facilities and communities has a periodic newsletter (usually monthly or bimonthly) that reports on the activities of the facility or community. The newsletters generally include news of the residents (birthdays and anniversaries), upcoming events (bingo nights, musical performances) and folksy tidbits (such as recipes, poems, jokes or famous sayings). The Newsletter Requests are overbroad in that for a period spanning over six years, the requests seek production of these numerous newsletters, which are filled with information that has absolutely no bearing on the facts and issues in this case. 9. PHI denies the McCulloughs' assertion that the Newsletter Requests are not unduly burdensome and denies that PHI has complete control over the requested documents. Any retained copies of the newsletters would generally be located at each of the facilities and communities, not at PHI's corporate headquarters. PHI would have to request that each of these facilities or communities locate and make copies of all of their newsletters for a six year period (including newsletters dating back to 1991-1992). Additionally, for some of PHI's facilities or communities, the newsletters are produced by residents themselves. To obtain copies, PHI would likely have to identify and contact the individual who prepared each newsletter. Those individuals may not have kept copies or may no longer reside in the facility. 3 10. PHI denies the McCulloughs' assertion that the Newsletter Requests are relevant. PHI is not aware of any statement in any newsletter that relates in any way to the matters set forth in the pleadings in this case. This action is based upon a right of first refusal contained in a December 30, 1991 Agreement between PHI and the McCulloughs. Resident newsletters have absolutely no bearing on the factual or legal issues in this action. The McCulloughs' fishing expedition for the production of newsletters may result in details of the residents' holiday dinner menus, but will not result in the discovery of relevant evidence in this litigation. Additionally, PHI's counsel presently has copies of the Presbyterian Homes News for the period of 2001-2005 in counsel's office. The Presbyterian Homes News is the newsletter that covers all of PHI's communities and facilities, and generally contains human interest stories on the residents and requests for charitable gifts. PHI's counsel also has copies of the Green Ridge Village newsletters (the community adjacent to the property at issue in this case) that could be located for 2001- 2005. PHI was unable to locate copies of any of the Presbyterian Home News or Green Ridge Village newsletters for the 1991-1992 time period in its files. Despite PHI's valid objections to the production of these newsletters or any newsletters, counsel for the McCulloughs is welcome to review these particular newsletters at the offices of PHI's counsel, or is welcome to pay to have them copied and produced. WHEREFORE, PHI requests that the Court deny the McCulloughs Motion to strike PHI's objections to the Newsletter Requests and that the Court sustain PHI's objections. Response to Motion to Strike Plaintiffs Objection to the McCulloughs' Request for Production of Documents Generally 11. PHI incorporates the foregoing paragraphs 1 through 11 by reference. 4 12. PHI admits that it asserted the following three general objections to the discovery of the requested documents, which PHI incorporated by reference or by repetition in its response to specific requests: A. PHI objects to the requests to the extent that all or any of them call for production of documents or disclosure of information protected by the attorney-client privilege, work product doctrine, accountant-client privilege or any other privilege, immunity, or grounds that protect these documents from disclosure. B. PHI objects to the requests to the extent that they exceed the scope of the Pennsylvania Rules of Civil Procedure and further object to the extent that they seek to impose discovery obligations in excess of the obligations under the Pennsylvania Rules of Civil Procedure. C. To the extent further information is required, PHI expressly reserves the right to supplement its response to any request herein. 13. PHI admits that it asserted additional objections or referenced the general objections in its response to individual requests for production of documents. PHI's objections were proper and valid. In particular, PHI properly objected to producing documents that are protected by the attorney client privilege or work product doctrine. 14. PHI admits that the McCulloughs' Motion accurately recites the language of Pa.R.C. P. 4009.12(b)(2). 15. PHI denies that its responses to the McCulloughs' document requests are inadequate in any way. In its response, PHI agreed to produce all responsive documents, except documents in response to the Newsletter Requests and except documents that are privileged or protected based on the attorney client privilege, work product doctrine or other applicable privilege. Those documents include communications between PHI and counsel and counsel's files and were sufficiently identified in the responses. Moreover, PHI will provide the McCulloughs' counsel with a log identifying all documents withheld from the production at the time that the McCulloughs' counsel schedules for a review of the documents. 5 16. PHI denies that it has failed to object as required by the Pennsylvania Rules of Civil Procedure. PHI specified that the only documents that it was withholding from production were the objectionable newsletters and documents protected by the attorney client privilege, work product doctrine or other applicable privilege. Moreover, PHI will provide the McCulloughs' counsel with a log identifying all documents withheld from the production at the time that the McCulloughs' counsel schedules for a review of the documents. 17. PHI denies that it has waived any or all objections to the discovery. PHI properly and sufficiently asserted its objections in its timely responses to the discovery requests, including specifying that it was withholding from production those documents protected by the attorney client privilege, work product doctrine or other applicable privilege. In particular, there is no basis for any finding that PHI waived the objections it asserted based on privilege simply because it did not provide a log of the documents with the response. See McGovern v Hospital Service Assoc. of Northeastern Pa., 785 A.2d 1012 (Pa. Super. 2002) (privilege not waived by failure to make timely objection to document requests). WHEREFORE, PHI requests that the Court deny the McCulloughs Motion to strike PHI's objections and that the Court sustain PHI's objections. Response to Motion to Compel Responses to Request for Production of Documents 18. PHI incorporates the foregoing paragraphs 1 through 17 by reference. 19. PHI admits that the McCulloughs' Motion accurately recites the language of Pa.R.C.P. 4009.12(b)(1) and (b)(2). PHI denies that the McCulloughs' Motion accurately recites Pa. R.C.P. 4009.12(b)(3). The section quoted by the McCulloughs as (b)(3) is actually (b)(5). Section 4009.12(b)(3) permits a party to specify a larger group of 6 documents from which the documents or things to be produced or made available may be identified. PHI's responses satisfy 4009.12(b)(3) because they permit the McCulloughs to identify the documents from the documents to be provided at a mutually agreeable time and place. PHI denies that its responses were inadequate in any way. 20. PHI denies the McCulloughs' characterization of PHI's discovery responses. The full responses are attached hereto as Exhibit A. PHI specifically denies that the responses only state general objections. Rather, the responses include specific objections based on privilege or work product protection and indicate that such protected documents will not be produced. 21. PHI denies that its responses do not identify objectionable documents. In particular, the responses identify documents protected by privilege or by the work product doctrine as objectionable. 22. PHI denies that its responses are inadequate. As permitted under Pa. R.C.P. 4009.12(a)(2) and (b)(3), PHI's responses stated that the documents would be made available and, upon inspection of the documents, the McCulloughs will be able to identify the specific documents produced. 23. PHI admits that it has determined that it had no responsive documents only with respect to the documents sought in the McCulloughs' Request No. 2. 24. PHI denies that its response was unresponsive and denies that the its response did not comply with the requirements of the Pennsylvania Rules. WHEREFORE, PHI requests that the Court deny the McCulloughs Motion to strike PHI's objections and that the Court sustain PHI's objections. Response To Motion To Recognize Deemed Admissions 25. PHI incorporates the foregoing paragraphs 1 through 24 by reference. 7 26. PHI admits that the McCulloughs' motion accurately recites a portion of Pa. R.C.P. 4014(b) that requires a party to serve answers to requests for admission within thirty days after service. Further answering, PHI served its answer to the Requests for Admissions within thirty days. 27. PHI admits that Pa. R.C.P. 4014(b) requires a party to "admit or deny the matter or set forth in detail the reason why the answering party cannot truthfully do so." Further answering, PHI did so in PHI's response to the Requests for Admission. 28. PHI admits that the McCulloughs' Request for Admission No. 1 requests that PHI admit that: There are no writings other than the Agreement which form any part of a contractual agreement between Plaintiff and Defendants with respect to the issues set forth in Plaintiffs Complaint or the McCullough's New Matter. 29.. PHI admits that its response to Request for Admission No. 1 was a denial that stated: Denied. The Agreement contains PHI's right of first refusal. Other documents however, including the correspondence between the parties to the Agreement and the various deeds, may be useful in interpreting or construing the Agreement and determining the parties' intent. 30. PHI admits that Request for Admission No. 1 reads as quoted above in paragraph 28. PHI's response to the Request was complete, adequate and proper. 31. PHI admits that its response to Request No. 1 reads as quoted above in paragraph 29. PHI's response to the Request was complete, adequate and proper. 32. PHI's response was complete, adequate and proper. It fairly meets the substance of the requested admission and explains the qualification placed by PHI on the answer as permitted under Pa. R.C.P. 4014(b). There is no basis to deem the request admitted. 8 33. PHI admits that the McCulloughs' Request for Admission No. 5 requests that PHI admit that: No part of the real property within Tract No. 1 other than the Private Residence is connected to Green Ridge Lane through any road or path, either improved or unimproved. 34. PHI admits that its response to Request for Admission No. 5 was a denial that stated: Denied. Tract No. 1 directly adjoins Green Ridge Lane on the north, south and end of Green Ridge Lane. 35. PHI denies that the McCulloughs' Request for Admission clearly pertained only to connection by a road or path, since it referred to "improved or unimproved." PHI clearly explained that the basis for its denial was that Tract No. 1 itself directly adjoined Green Ridge Lane. 36. PHI's denial speaks for itself. PHI explained that the basis for the denial was . that Tract No. 1 itself directly adjoined Green Ridge Lane. 37. PHI's response was complete, adequate and proper. It fairly meets the substance of the requested admission and explains the qualification placed by PHI on the answer as permitted under Pa. R.C.P. 4014(b). There is no basis to deem the request admitted. 38. PHI admits that the McCulloughs' Request for Admission No. 6 requests that PHI admit that: All non-residential structures located upon Tract No. 1 have access to public streets. 39. PHI admits that its response to Request for Admission No. 6 was a denial that stated: Denied. Upon reasonable inquiry, the information known to PHI or readily obtainable by PHI is insufficient to enable PHI to admit or deny this request and therefore it is denied. PHI believes there may be physical or legal 9 impediments that may prevent access of the non-residential structures to public streets, including state and local regulations. 40. PHI admits that it owns and operates Green Ridge Village abutting Tract No. 1 that uses Green Ridge Lane as an access route. 41. PHI denies that the access to all structures is clearly visible from Green Ridge Lane. Whether or not a non-residential structure has access to a road cannot be determined solely by a physical inspection of the property by a layperson. Rather, the existence of access involves legal, environmental and engineering determinations. 42. PHI denies that the access to all structures is clearly visible from Centerville Road. Whether or not a non-residential structure has access to a road cannot be determined solely by a physical inspection of the property by a layperson. Rather, the existence of access involves legal, environmental and engineering determinations. 43. PHI admits that state and local regulations are public information that can be obtained by PHI. PHI submits, however, that it is not reasonable that PHI be required to undertake such a legal review, or that PHI retain engineering and environmental consultants, in order to respond to a Request for Admission. 44. PHI denies that it has ready and unimpeded access to such information. PHI would have to undertake extensive legal, engineering and environmental review in order to determine access issues. PHI should not be forced to undertake such a review in response to a Request for Admission. 45. PHI denies that the Request for Admission No. 6 should be deemed admitted. Under Pa. R.C.P. 4014(b) permits a party to deny a request for admission if upon reasonable inquiry, the information is not known to PHI or readily obtainable by PHI. PHI properly denied Request for Admission No. 6 on this basis. 10 46. PHI admits that the McCulloughs' Request for Admission No. 13 requests that PHI admit that: The Defendants offered to sell the Private Residence to Plaintiff. 47. PHI admits that its response to Request for Admission No. 13 was a denial that stated: Denied. Prior to the conveyance of Tract No. 1 to Defendant Fox, Defendants did not offer to sell the "Private Residence" as defined in the Requests for Admission. Accordingly, upon the conveyance to Defendant Fox, the McCullough Defendants were in breach of the December 30, 1991 Agreement. Further answering, PHI denies any averment or implication that an offer to sell the "Private Residence" as defined in the Requests for Admission, satisfies the McCullough Defendants' obligations under the December 30, 1991 Agreement. Under that Agreement, PHI's right of first refusal encompassed the whole of Tract No. 1. 48. PHI denies that Request for Admission No. 13 does not limit the request or make any legal conclusions. This entire lawsuit revolves around whether the McCulloughs breached their agreement granting PHI a right of first refusal. Whether or not the McCulloughs "offered" the property subject to the right of first refusal requires a legal determination. Moreover, after Tract No. 1 had been sold to Defendant Fox, the McCulloughs were in breach and could no longer "offer" any or all of Tract No. 1 to PHI. Accordingly, PHI's response denying Request for Admission No. 13 along with the explanation of the reasons for that denial was proper, complete and adequate. 49. PHI denies that its response only partly denied Request for Admission No. 13. PHI denied that the McCulloughs offered to sell the property prior to the conveyance of Tract No. 1. PHI also explained that upon conveyance of Tract No. 1 to Defendant Fox, the McCulloughs were in breach of the right of first refusal. As such, after the conveyance, no offer could be made to convey what the McCulloughs did not own, nor could the breach be cured. As a result, PHI's denial addresses all time periods, both before and after the conveyance. 11 50. PHI acknowledges that its denial to Request for Admission No. 13 contains legal conclusions. Those legal conclusions, however, address the legal conclusion inherent in the Request itself, namely that property was "offered" for sale. Property cannot legally be offered for sale after it has been sold to a third party. Under Pa. R.C.P. 4014(a), requests for admissions may seek applications of law to fact. PHI properly construed the McCulloughs Request for Admission No. 13 as seeking such an application, and therefore PHI responded with the relevant legal conclusions. 51. PHI denies the McCulloughs' characterization of PHI's response to Paragraph 56 of the McCulloughs' New Matter. Paragraph 56 of the McCulloughs' New Matter states: "Defendants have offered to sell the Private Residence to Plaintiff." PHI's response to Paragraph 56 states: Admitted in part and denied in part. PHI admits that on or about July 29, 2005, Defendants offered to sell to PHI the portion of Tract No. 1 that Defendants define as the "Private Residence." PHI denies that the offer to sell this portion of Tract No. 1 satisfies the McCullough Defendants' obligations under the December 30, 1991 Agreement. Further answering, in late 2003 the McCulloughs requested that PHI make an offer to purchase all of the land owned by the McCulloughs. PHI informed the McCulloughs that PHI was only interested in Tract No. 1 and Tract No. 3. PHI proceeded to obtain an appraisal on Tract No. 1 and Tract No. 3. The McCulloughs failed to present an appraisal to PHI as required under the December 30, 1991 Agreement, so that the price could be set by averaging each party's appraisal. The McCulloughs also refused to accept PHI's appraised price as the price for Tract No. 1 and Tract No. 3. The McCulloughs did not offer to sell to PHI the portion of Tract No. 1 that Defendants define as the "Private Residence" until after the McCulloughs entered into an agreement with Harry Fox for the sale of the land that was subject to PHI's right of first refusal. PHI's response to Request for Admission No. 13 is proper and consistent with its response to Paragraph 56 of the McCulloughs' New Matter. 52. PHI denies that the Request for Admission No. 13 should be deemed admitted. PHI fully and completely responded in accordance with Pa. R.A.P. 4014(b). 12 WHEREFORE, PHI requests that the Court deny the McCulloughs Motion to deem requests for admission admitted. McNEES WALLACE & NURICK LLC gy 1 / . Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: April 17, 2006 13 CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019 Helen L. Gemmill Dated: April 17, 2006 .? I PRESBYTERIAN HOMES, INCORPORATED, Plaintiff, V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 2005-5800 PLAINTIFF'S RESPONSE TO REQUEST FOR PRODUCTION OF DOCUMENTS AND THINGS OF DEFENDANTS DONALD A. MCCULLOUGH AND VICKY C MCCULLOUGH ADDRESSED TO PLAINTIFF Pursuant to Rule 4009.12 of the Pennsylvania Rules of Civil Procedure, Plaintiff Presbyterian Homes, Inc. ("PHI") by counsel, hereby responds to the McCullough Defendants' First Request for Production of Documents to PHI. These responses set forth the information currently available to PHI and will be supplemented as appropriate. GENERAL OBJECTIONS PHI asserts and incorporates by reference the following general objections in its response to each of the individual requests: A. PHI objects to the requests to the extent that all or any of them call for production of documents or disclosure of information protected by the attorney-client privilege, work product doctrine, accountant-client privilege or any other privilege, immunity, or grounds that protect these documents from disclosure. B. PHI objects to the requests to the extent that they exceed the scope of the Pennsylvania Rules of Civil Procedure and further object to the extent that they seek to impose discovery obligations in excess of the obligations under the Pennsylvania Rules of Civil Procedure. r-? C. To the extent further information is required, PHI expressly reserves the right to supplement its response to any request herein. Subject to the foregoing general objections, and without waiving the same, PHI responds as follows to the Request for Production of Documents: RESPONSE TO REQUESTS 1. All written statements (signed or unsigned), agreements, realtor files, corporate files, corporate minutes, records of meetings, consents in lieu of meetings or other records indicating any discussion or action by Plaintiffs stockholders or Board of Directors, descriptions, statements, records, and written accounts concerning the matter set forth in Plaintiffs Complaint or any Defendant's New Matter or Counterclaims. Response: Subject to the foregoing general objections, PHI will produce any and all documents for inspection and copying at a mutually agreeable time and place. 2. All bills, reports, and records from any and all investigation relating directly or indirectly to the claims and allegations contained in Plaintiffs Complaint or any Defendant's New Matter or Counterclaims. Response: PHI objects to this request to the extent that it seeks information protected by the attorney client privilege, the work product doctrine or any other privilege or protection allowed by law. Subject to and without waiving this objection, PHI is not aware of any responsive documents that are not privileged or protected. 3. All photographs and diagrams of any person, place, or thing which is directly or indirectly related to the matter set forth in Plaintiffs Complaint or any Defendant's New Matter or Counterclaims. Response: Subject to the foregoing general objections, PHI will produce any and all documents for inspection and copying at a mutually agreeable time and place. 4. All other writings, memoranda, data, and/or tangible things which relate directly or indirectly or contain any comment on the land in question or to the incident and damages set forth in Plaintiffs Complaint or any Defendant's New Matter or Counterclaims. 2 Response: PHI objects to this request to the extent that it seeks information protected by the attorney client privilege, the work product doctrine or any other privilege or protection allowed by law. Subject to and without waiving this objection and its general objections, PHI will produce any and all documents not protected or privileged for inspection and copying at a mutually agreeable time and place. 5. All newsletters to residents in the Presbyterian Homes, Incorporated for the past 5 years. Response: PHI objects to this request on the grounds that it is overbroad, unduly burdensome and in that it seeks documents not relevant to the facts or issues raised in this case nor likely to lead to the discovery of relevant evidence. 6. All newsletters to residents prepared or distributed between January 1991 and March 1992. Response: PHI objects to this request on the grounds that it is overbroad, unduly burdensome and in that it seeks documents not relevant to the facts or issues raised in this case nor likely to lead to the discovery of relevant evidence. 7. Any and all reports compiled by an individual who has been retained as an expert in this matter. Response: PHI objects to this request on the grounds that it seeks information protected by the attorney client privilege, the work product doctrine or any other privilege or protection allowed by law. PHI also objects on the grounds that it seeks to impose discovery obligations in excess of the obligations under the Pennsylvania Rules of Civil Procedure. Subject to and without waiving this objection and its general objections, PHI will produce the information required under Pa. Rule of Civil Procedure 4003.5 at an appropriate time. 3 t 8. Any and all memoranda, notes, summaries, items of correspondence, records, documents, or other form of data retention, not included in the foregoing requests made by you or obtained by you or your representative or any witness, contained in your files or other collections of records which pertain to the claims or allegations contained in Plaintiffs Complaint or any Defendant's New Matter or Counterclaims. Response: PHI objects to this request to the extent that it seeks information protected by the attorney client privilege, the work product doctrine or any other privilege or protection allowed by law. Subject to and without waiving this objection and its general objections, PHI will produce any and all documents not protected or privileged for inspection and copying at a mutually agreeable time and place. 9. Please produce copies of all documents identified in Plaintiffs response to any interrogatories of any of the Defendants. Response: Subject to the foregoing general objections, PHI will produce any and all documents for inspection and copying at a mutually agreeable time and place. 10. Please produce copies of all documents received from the Defendants and any other entity concerning the land and/or "the residence property" as alleged in the Complaint or any Defendant's New Matter or Counterclaims. Response: Subject to the foregoing general objections, PHI will produce any and all documents for inspection and copying at a mutually agreeable time and place. 11. Please produce copies of all documents concerning the negotiations, execution or implementation of the December 30, 1991 Agreement referred to in Paragraph 14 of the Plaintiffs Complaint. Response: Subject to the foregoing general objections, PHI will produce any and all documents for inspection and copying at a mutually agreeable time and place. 12. Please produce copies of all documents concerning your contention that the "residence property" as referenced in the right of first refusal Agreement is the entire parcel described as Tract No. 1 in the deeds dated May 15, 1991 and April 20, 1982. 4 r S Response: PHI objects to this request to the extent that it seeks information protected by the attorney client privilege, the work product doctrine or any other privilege or protection allowed by law. Subject to and without waiving this objection and its general objections, PHI will produce any and all documents not protected or privileged for inspection and copying at a mutually agreeable time and place. 13. Please produce copies of all documents, including all appraisals, concerning Plaintiffs willingness to exercise its alleged right of first refusal for all four tracts and Tract No. 1 as alleged in the Complaint. Response: PHI objects to this request on the grounds that it mischaracterizes the allegations of PHI's Complaint. PHI does not alleged that it possesses a right of first refusal on all four tracts of land. Subject to the foregoing specific and general objections, PHI will produce any and all documents with respect to its willingness to exercise its right of first refusal for inspection and copying at a mutually agreeable time and place. 14. Any and all documents relating to any negotiations between Plaintiff and any Defendant or Defendants relating to the negotiation or offer to purchase or offer to sell any real property between January 1, 2002 and the date upon which Plaintiff filed its Complaint in this matter. Response: PHI objects to this request to the extent that it seeks information protected by the attorney client privilege, the work product doctrine or any other privilege or protection allowed by law. Subject to and without waiving this objection and its general objections, PHI will produce any and all documents not protected or privileged for inspection and copying at a mutually agreeable time and place. McNEES WALLACE & NURICK LLC By //-C L . (? Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: February 6, 2006 Y VERIFICATION Subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities, I hereby certify that I am authorized to make this verification on behalf of Presbyterian Homes, Incorporated, that I have reviewed the foregoing and that the facts set forth therein are true and correct to the best of my knowledge, information and belief. n Homes, Incorporated By rnnreo name Sa.ti? VP?Gro Title Dated: February l , 2006 r ?'1{{ J CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019 /,c. , c . fin,.-o Helen L. Gemmill Dated: February 6, 2006 I PRESBYTERIAN HOMES, INCORPORATED, Plaintiff, V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 2005-5800 PLAINTIFF'S RESPONSE TO DEFENDANT DONALD A. MCCULLOUGH AND VICKY C. MCCULLOUGH'S REQUEST FOR ADMISSIONS DIRECTED TO PLAINTIFF Pursuant to Rule 4014 of the Pennsylvania Rules of Civil Procedure, Presbyterian Homes, Inc., by counsel, hereby answers the Requests for Admission served by the McCullough Defendants as follows: GENERAL OBJECTIONS PHI asserts and incorporates by reference the following general objections in its response to each of the individual requests: A. PHI objects to the requests to the extent that all or any of them call for production of documents or disclosure of information protected by the attorney-client privilege, work product doctrine, accountant-client privilege or any other privilege, immunity, or grounds that protect these documents from disclosure. B. PHI objects to the requests to the extent that they exceed the scope of the Pennsylvania Rules of Civil Procedure and further object to the extent that they seek to impose discovery obligations in excess of the obligations under the Pennsylvania Rules of Civil Procedure. ? l C. PHI reserves all proper objections to the materiality, relevance, and/or admissibility of the subject matter of the responses provided to the Requests for Admission. D. PHI objects to the definition of "Private Residence" to the extent that it is intended to mean or imply that the area defined as the "Private Residence" is coextensive with the property referenced as the "residence property" in the Agreement dated December 30, 1991. E. To the extent further information is required, PHI expressly reserves the right to supplement its response to any request herein. Subject to the foregoing general objections, and without waiving the same, PHI responds as follows to the Request for Admissions. RESPONSE TO REQUEST FOR ADMISSIONS 1. There are no writings other than the Agreement which form any part of a contractual agreement between Plaintiff and Defendants with respect to the issues set forth in Plaintiffs Complaint or the McCullough's New Matter. Response: Denied. The Agreement contains PHI's right of first refusal. Other documents however, including the correspondence between the parties to the Agreement and the various deeds, may be useful in interpreting or construing the Agreement and determining the parties' intent. 2. The real property contained within the borders of Tract No. 1 located on the north side of Green Ridge Lane does not physically touch the real property contained within the borders of Tract No. 1 on the south side of Green Ridge Lane. Response: Denied. A plotting of the deed to the property known as Green Ridge Lane shows that Green Ridge Lane does not completely bisect or divide Tract No. 1. 2 3. The Private Residence is located within the borders of Tract No. 1. Response: Admitted with qualification. The property defined in the Request for Admissions as the "Private Residence" is located within the borders of Tract No. 1. Further answering, the "Private Residence" is not coextensive with the "residence property" referenced in the Agreement dated December 30, 1991. 4. The dwelling upon the Private Residence is connected to Green Ridge Lane via an asphalt driveway. Response: Admitted. 5. No part of the real property within Tract No. 1 other than the Private Residence is connected to Green Ridge Lane through any road or path, either improved or unimproved. Response: Denied. Tract No. 1 directly adjoins Green Ridge Lane on the north, south and end of Green Ridge Lane. 6. All non-residential structures located upon Tract No. 1 have access to public streets. Response: Denied. Upon reasonable inquiry, the information known to PHI or readily obtainable by PHI is insufficient to enable PHI to admit or deny this request and therefore it is denied. PHI believes there may be physical or legal impediments that may prevent access of the non-residential structures to public streets, including state and local regulations. 7. Other than Green Ridge Lane and the Private Residence, Tract No. 1 has been used exclusively as a farm at all times from December 1, 1991 to November 7, 2005. Response: Denied. Upon reasonable inquiry, the information known to PHI or readily obtainable by PHI is insufficient to enable PHI to admit or deny this request and therefore it is denied. PHI is not aware of all of the activities that may have occurred on 3 Tract No. 1 during that time period. PHI admits that farming operations have occurred on Tract No. 1 during that time period. 8. The easement granted under the Agreement does not serve any portion of Tract No. 1 other than the Private Residence. Response: Admitted in part and denied in part. PHI admits only that the Agreement dated December 30, 1991 states that "[t]he easement and right-of-way granted herein shall be used only for the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough." PHI denies any averment or implication that PHI's right of first refusal under the Agreement is limited to any area less than the whole of Tract No. 1. 9. The easement granted under the Agreement does not serve that portion of Tract No. 1 that is used as a farm. Response: Admitted in part and denied in part. PHI admits only that the Agreement dated December 30, 1991 states that "[t]he easement and right-of-way granted herein shall be used only for the purpose of ingress and egress to the private residence of Donald A. and Vicky C. McCullough." PHI denies any averment or implication that PHI's right of first refusal under the Agreement is limited to any area less than the whole of Tract No. 1. 10. The Dwelling existed on December 30, 1991. Response: Admitted to the extent that the definition of "Dwelling" contained in the Requests for Admissions refers only to the house located on Tract No. 1. 4 t ;t 11. A portion of real property surrounding the Dwelling or approximately 4.4 acres has been maintained in a manner typical of a residential yard and has not been used for commercial farming operations at any time since December 30, 1991. Response: Denied. Upon reasonable inquiry, the information known to PHI or readily obtainable by PHI is insufficient to enable PHI to admit or deny this request and therefore it is denied. PHI had not surveyed the portion of Tract No. 1 surrounding the house and therefore cannot determine if the present area maintained as a residential yard is approximately 4.4 acres in size. PHI is also not aware of the changes that may have been made in the size of the area maintained as a residential yard since December 30, 1991. 12. The separation of and conveyance to Plaintiff of Green Ridge Lane subdivided Tract No. 1 into thee [sic] portions, Green Ridge Lane and the parcels to the north and south of Green Ridge Lane. Response: Denied. A plotting of the deed to the property known as Green Ridge Lane shows that Green Ridge Lane does not completely bisect or divide Tract No. 1. 13. The Defendants offered to sell the Private Residence to Plaintiff. Response: Denied. Prior to the conveyance of Tract No. 1 to Defendant Fox, Defendants did not offer to sell the "Private Residence" as defined in the Requests for Admission. Accordingly, upon the conveyance to Defendant Fox, the McCullough Defendants were in breach of the December 30, 1991 Agreement. Further answering, PHI denies any averment or implication that an offer to sell the "Private Residence" as defined in the Requests for Admission, satisfies the McCullough Defendants' obligations under the December 30, 1991 Agreement. Under that Agreement, PHI's right of first refusal encompassed the whole of Tract No. 1. 14. Plaintiff has not accepted Defendant's offer to sell the Private Residence to Plaintiff. 5 Response: Admitted in part and denied in part. PHI admits only that it has not accepted any offer to purchase the "Private Residence." Prior to the conveyance of Tract No. 1 to Defendant Fox, Defendants did not offer to sell the "Private Residence" as defined in the Requests for Admission. Accordingly, upon the conveyance to Defendant Fox, the McCullough Defendants were in breach of the December 30, 1991 Agreement. Further answering, PHI denies any averment or implication that an offer to sell the "Private Residence" as defined in the Requests for Admission, satisfies the McCullough Defendants' obligations under the December 30, 1991 Agreement. Under that Agreement, PHI's right of first refusal encompassed the whole of Tract No. 1. 15. Plaintiff did not assert any right of first refusal relating to the entire property of Tract No. 1 until June 28, 2005. Response: Denied. Prior to June 28, 2005, PHI advised the McCullough Defendants that PHI intended to exercise its right of first refusal to purchase Tract No. 1. PHI obtained an appraisal to reflect the market valued of Tract No. 1. The McCullough Defendants failed, however, to obtain an appraisal as required under the December 30, 1991 Agreement. Further answering, even if PHI had not advised the McCullough Defendants that PHI intended to exercise the right of first refusal, inasmuch as the McCullough Defendants failed to offer the entirety of Tract No. 1 to PHI as required in the December 30, 1991 Agreement, PHI was not required to advise the McCullough Defendants as to whether PHI desired to exercise its right of first refusal. 6 McNEES WALLACE & NURICK LLC BY lj,, C. Helen L. Gemmill (ID No. 60661) Sean P. Delaney (ID No. 85996) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: February 6, 2006 VERIFICATION Subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities, I hereby certify that I am authorized to make this verification on behalf of Presbyterian Homes, Incorporated, that I have reviewed the foregoing and that the facts set forth therein are true and correct to the best of my knowledge, information and belief. Presbyterian Homes, Incorporated By Printed name Se mr Title Dated: February (,, 2006 t f CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street PO Box 310 Dillsburg, PA 17019 Helen L. Gemmtll Dated: February 6, 2006 AND NOW, thisI?SIIA day of April, 2006, I, David H. Martineau, of Salzmann Hughes, P.C., counsel for Defendants Donald A. and Vicky C. McCullough, hereby certify that I served a copy of the within Defendant Donald A. McCullough and Vicky C. McCullough's Motion to Make Rule to Show Cause Absolute, this day by depositing the same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed to: Helen L. Gemmill, Esquire Sean P. Delaney, Esquire McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Bryan Linsenbach, Esquire Schrack & Linsenbach 124 West Harrisburg Street PO Box 310 Dillsburg, PA 1 70 1 9-03 10 David H. Martineau, Esquire PRAECH'E FOR LISTING CASE FOR ARGUMENT TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please list the within matter for the next: _ Pre-Trial Argument Court X Argument Court PRESBYTERIAN HOMES, INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants ---------------------------------------------- : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION - EQUITY : DOCKET NO. 2005-5800 1. Matter to be argued: Defendant Donald A. McCullough & Vicky C. McCullough's Motion for Judgment on the Pleadings 2. Identify counsel who will argue case: (a) for Plaintiff: Helen L. Gemmill, Esquire`N"' (b) for Defendant: James D. Hughes, Esquire ??• an G,.ne<nb<,?t, (c) for Defendant: Deti?id-hl. oom, Esquire /d 1 /?<s? -'• i of s?i'? ?o, 6</ 3/? ?7 /ls6?l? ?A 3. I will notify all parties in writing within two days that this case has been listed for argument. SAL/ZZM-AANONN HUGHES, P.C. By James D. Hughes, Esquire Attorney I.D. No. 58884 David H. Martineau, Esquire Attorney I.D. No. 84127 354 Alexander Spring Road, Suite 1 Carlisle, PA 17013 (717) 249-6333 Attorneys for Defendants Dated: April 25, 2006 i 4 ,._ . PRESBYTERIAN HOMES, : IN THE COURT OF COMMON PLEAS OF INCORPORATED, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : CIVIL ACTION - LAW DONALD A. McCULLOUGH and VICKY C. McCULLOUGH, husband and wife, and HARRY H. FOX, JR., Defendants NO. 05-5800 CIVIL TERM ORDER OF COURT AND NOW, this 4`h day of May, 2006, upon consideration of Defendants Donald A. and Vicky C. McCullough's Motion To Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs' Responses to Requests for the Production of Documents, Plaintiffs' Response to Defendants Donald A. and Vicky C. McCullough's Motion To Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs' Responses to Requests for the Production of Documents, and Defendants' Motion To Make Rule To Show Cause Absolute, a discovery conference is scheduled in chambers of the undersigned judge for Wednesday, June 28, 2006, at 3:00 p.m. elen L. Gemmil, Esq. Sean P. Delaney, Esq. 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Attorneys for Plaintiff a 5.0 BY THE COURT, viNveuq,OJ3d ?&Nncr) _T,kn,4, wno £ i Z ltd Q,- kvw 40Dt A8vj 40 Pla'vid H. Martineau, Esq. 354 Alexander Spring Road Suite 1 Carlisle, PA 17013 Attorney for Defendants ,,Brian C. Linsenbach, Esq. 124 West Harrisburg Street P.O. Box 310 Dillsburg, PA 17019 :rc PRESBYTERIAN HOMES, INCORPORATED, Plaintiff V. DONALD A. MCCULLOUGH and VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUTNY, PENNSYLVANIA CIVIL ACTION - EQUITY 05-5800 CIVIL IN RE: DEFENDANTS' MOTION FOR JUDGMENT ON THE PLEADINGS BEFORE HESS, J., OLER, J., AND EBERT, J. ORDER OF COURT AND NOW, this 25th day of May, 2006, upon consideration of Defendants' Motion for Judgment on the Pleadings, the briefs filed by the parties, and after Argument, IT IS HEREBY ORDERED AND DIRECTED that the Defendants' Motion for Judgment on the Pleadings is DENIED. 4.n9elen L. Gemmill, Esquire Attorney for Plaintiff ,avid H. Martineau, Esquire Attorney for Donald A. McCullough And Vicky C. McCullough, Defendants X ? rian C. Linsenbach, Esquire Attorney for Harry H. Fox, Jr., Defendant By the Court, M. L. Ebert, Jr., A J. ?? Vaud iflASNN?d rry? 9Z E Hd SE AN 90oz BYTERIAN HOMES, IN THE COURT OF COMMON PLEAS OF RPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. CIVIL ACTION - EQUITY DON LD A. MCCULLOUGH and : VICK C. MCCULLOUGH, hush nd and wife; and HARRY H. FOX, JR., NO. 2005-5800 Defendants PRAECIPE TO ENTER APPEARANCE TO PROTHONOTARY: Please enter the appearance of Susan V. Metcalfe and Kimberly M. Colonna of Wallace & Nurick LLC as additional counsel on behalf of Presbyterian Homes, in the above-referenced matter. Respectfully submitted, McNEES WALLACE & NURICK LLC By len L. ?Asg. 60661) Kimberly M. Colonna (ID No. 80362) Susan V. Metcalfe (ID No. 85703) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated 23, 2006 CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street P.O. Box 310 Dillsburg, PA 17019 Lvixa-c?- Su an V. Metcalfe June 23, 2006 C-1 c'i Q t_? ?' _n L." 2 -.. f\ ? ?7 Q? ?``. > ? C .? .. y '.'I (A " -< . Ln PRESBYTERIAN HOMES, IN THE COURT OF COMMON PLEAS OF INCORPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. , CIVIL ACTION - LAW DONALD A. McCULLOUGH and VICKY C. McCULLOUGH, : husband and wife, and HARRY H. FOX, JR., Defendants NO. 05-5800 CIVIL TERM ORDER OF COURT AND NOW, this 28th day of June, 2006, upon consideration of Defendants Donald A. and Vicky C. McCullough's Motion To Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs' Responses to Requests for the Production of Documents, Plaintiffs' Response to Defendants Donald A. and Vicky C. McCullough's Motion To Deem Requests for Admissions Admitted, Strike Objections and Compel Plaintiffs' Responses to Requests for the Production of Documents, and Defendants' Motion To Make Rule To Show Cause Absolute, and following a discovery conference held on this date at which Plaintiff was represented by Susan V. Metcalfe, Esquire, Defendants Donald A. McCullough and Vicky C. McCullough were represented by David H. Martineau, Esquire, and Defendant Harry H. Fox, Jr., was not represented, and pursuant to an agreement of counsel, it is ordered and directed as follows: 1. With respect to the Motion To Deem Requests for Admissions Admitted, the issue of the effect of Plaintiff's Answers to the Requests for Admissions is deferred to the trial 7 ?'u IL judge in this case; and 2. With respect to the balance of Defendants' motion, Plaintiff shall identify and provide contact information for the publishers and/or committee heads of the edition of "This 'N That" newsletter and provide the same to Defendants within 15 days of this order. By the Court, isan V. Metcalfe, Esquire 100 P.O. vid BH.ox 1Martineau, 166 Esquire V7354 Alexander Spring Road , Ste 1 Carlisle, PA 17013 A For the Defendants Pine Street Harrisburg, PA 17108E-1166 For the Plaintiff pcb 8 PRESBYTERIAN HOMES, IN THE COURT OF COMMON PLEAS OF INCORPORATED, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. CIVIL ACTION - EQUITY DONALD A. MCCULLOUGH and : VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., NO. 2005-5800 Defendants PRAECIPE FOR RELEASE OF LIS PENDENS TO THE PROTHONOTARY: Please release the lis pendens filed for this action against the following real property: BEGINNING at a rail monument in the South line of the Pennsylvania Railroad Company right of way line, at the distance of 6.78 feet Southwardly from a point in and measured at right angles to the line established as the center line of said Railroad Company's railroad, Newville - Oakville Revision, said Place of Beginning being also at the distance of 87.2 feet measured Eastwardly along said Southerly line of said right of way line from another point therein at the Easterly end of the Southerly abutment of Highway Bridge No. 0.29; extending thence from said beginning point South 36 degrees 28 minutes East, partly by land of said Railroad Company and partly by land now or formerly of A.D. Laughlin, crossing the Northeasterly line of a Public Road, and partly along the middle line thereof, 1421.5 feet to a railroad spike at a corner of land now or formerly of Cyrus McCullough, thence south 53 degrees 50 minutes West, by said last mentioned land, crossing the Southwesterly line of said Public Road, 1512.5 feet to a post at a corner of land now or formerly of Ellen A. Parker; thence North 45 degrees 6 minutes West, partly by said last mentioned land and partly by other land of the Pennsylvania Railroad Company, crossing Big Spring, 2354.2 feet to a point at or near the Southwesterly corner of Big Spring Bridge No. 29.2; thence the following three courses and distances by land of said Railroad Company; (1) North 76 degrees 27 minutes East, recrossing said Big Spring, 97 feet to a rail monument distant 105 feet Southwardly from a point in and measured radially to the said center line of said railroad; (2) North 76 degrees 27 minutes East 595.4 feet to a rail monument distant 95 feet Southwardly from a point in and measured radially to the said center line of said railroad; and (3) North 81 degrees 14 minutes East, recrossing said Public Road, 1386.9 feet to the Place of BEGINNING. CONTAINING 71.734 Acres more or less. EXCEPTING THEREFROM, however (1) that portion of the above tract designated as Tract No. 2 in the Deed of C. Walter Ocker and Bertha S. Ocker, his wife, to Edward J. Lehman, dated July 6, 1936, and recorded in the Cumberland County Recorder's Office in Deed Book "X", Vol. 11, Page 227; and (2) The tract of land conveyed by Donald T. McCullough and Helen G. McCullough, his wife, to Presbyterian Homes, Inc., by deed dated September 30, 1976, and recorded in the office aforesaid in Deed Book V, Volume 26, Page 78 BEING the same premises identified as Tract No. 1 in the deed dated April 5, 2005, and recorded in Cumberland County, Pennsylvania on April 11, 2005, in Deed Book 268, Page 1707, granted and conveyed unto Harry H. Fox, Jr. McNEES WALLACE & NURICK LLC By a, L • L--A Helen L. Gemmill (ID No. 60661) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: January 31, 2008 2 CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street P.O. Box 310 Dillsburg, PA 17019 / (' . rO Helen L. Gemmill Dated: January 31, 2008 d i )e "' r 'tam ?{ ? ?" N ? 4 f7? ; l ? l ?t PRESBYTERIAN HOMES, INCORPORATED, Plaintiff, : V. DONALD A. MCCULLOUGH and : VICKY C. MCCULLOUGH, husband and wife; and HARRY H. FOX, JR., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 2005-5800 PRAECIPE FOR DISCONTINUANCE TO THE PROTHONOTARY: Please mark the above captioned action as settled, discontinued and ended with prejudice, each party to bear its own fees and costs. McNEES WALLACE & NURICK LLC By Helen L. Gemmill (ID No. 60661) 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Tel: (717) 232-8000 Fax: (717) 237-5300 Attorneys for Plaintiff Presbyterian Homes, Incorporated Dated: January 31, 2008 r, CERTIFICATE OF SERVICE The undersigned certifies that a true and correct copy of the foregoing was served this date first class mail, postage prepaid, upon the following: James D. Hughes, Esq. G. Bryan Salzmann, Esq. E. Ralph Godfrey, Esq. David H. Martineau, Esq. SALZMANN HUGHES, P.C. Suite 1 354 Alexander Spring Road Carlisle, PA 17013 Brian C. Linsenbach, Esq. SCHRACK & LINSENBACH 124 West Harrisburg Street P.O. Box 310 Dillsburg, PA 17019 Helen L. Gemmill Dated: January 31, 2008