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HomeMy WebLinkAbout95-03538r I r I? I 1 ?r? I ?' I ' 1 1 1 A?l I 1 I ?, II ' i 1 If I 1 1. I I? I ,I r ;.. , r 1 I'l r 1 1 3 11 iI '? " 1 11. I 1 I 1 I I , 1 1, I 1 , 1 I , 1 I I I ? 1 i :.. 1 I 1 Irj' I r 1 i I 1 I , 1 I 1 1 1 1 I I 1 I I r1Y I I 1 1 P. I. : Ij1 I , 1 I 1 I I ? rl ' III I. 1 , 1 I I I I 1 , I I I , I , ' n,. ?I I ' 11 , II I I' I I 1 l? 'r I I I J I ,1 1 1; I 1 I I ,I I i , I 1 I: I ?1 I I I ' I 1 AM I .: i I I I 11 , I M . ll' I 4 ,gUlgrrX.xlu/clvlll AR'17IUR G. BRUAW, JR. and tIN'I'III; COURT OI' COMMON PLEAS CHICKEN GOODE, IND., :CUMBERLAND COUN'l"+', PENNSYLVANIA Pluintift's ; V. ;NO. 116-3538 EQUI'I'Y'i'ERM GINGERBREAD MAN, INC,, ; Defendant ;CIVIL ACTION - IN EQUITY o'" YOU IIAVE BEEN SUED IN COURT'. If you wish to defend tigainst the claims set forth In the following Pages, you must lake action within twenty (20) days iii-ter This Comph+int and Notice are served, by entering it written appcarwnce Ixrsonally or by attorney and filing h? writing with the Court your defenws or objections to the claims set forth against yon, Yon tine warned that if you tail to do 'm' the case may proceed without you and a judgment may be. entemd against you by the Court without further notice for tiny money claimed in the Complaint or for any other chtinn or relief requested by the Plaintiff. You nwy low money or property or other rights important to you. YOU SITOUI.D TAKE TITIS PAYTR TC) YOUR I.AWYP.R A'I' ONCE.. IF YOU DO NOT HAVF A I AWYFR OR CANNOT AFFORD ONE, GO TO OR' EIXI'I IONF TI It. OFFICE 8171' FORTH BELOW TO FIND OUT WHERE YOU CAN Gt:l' I.F.GAI. IIFI.P. Court Admohtistralor 41h Floor, CuMdxrirnd County CUm'HlOnse Carlisle, Pennsylvania 17013 'I= gUl}?vtX Mlle/rlvlll ARTHUR G. PRUAW, JR, and CHICKEN GOODS, IND., Plaintiffs V, GINGERBREAD MAN, INC., Defendant JN'PIIE COURT of COMMON PLEAS :CUMBERLAND COI.1NTY, PENNSYLVANIA ;NO. 96-3638 I,QUI'I'Y 'T'ERM :CIVII, ACTION - IN EQUI'T'Y ANSWER'I'O PLAIN'T'IFFS' COMPLAIN'T' WITH NEW 1 1A I'FR Defendant, GINGERBREAD MAN, INC., through and by its attorneys, NICHOLAS & FOREMAN, files its Answer and New Matter to the Complaint of the Plaintiffs, ARTHUR G. IIRUAW, JR., and CHICKEN GOODE, IND., as follows; 1. After reasonable investigation, to admit or deity this averment, averment proof to the contrary is demanded at trial. 2. After reasonable investigation, to admit or deity this averment, averment proof to the contrary is detmanded at trial. Defendant is without sufficient knowledge is ther'efor'e denied, and, if relevant, strict Defendant is without sufficient knowledge is therefore denied, and, if relevant, strict 3. Admitted in part and denied in part. Defendant admits that Gingerbread Man, [tic., is a Pennsylvania corporation, and denies that its principal business address is at 735 South Hanover Street, Carlisle, Cumberland County, Pennsylvania 17013; by way of further response, Defendant that its principal office is located at 114 East Allen Street, Mechanicsburg, Pennsylvania 17055. 4. To tie extent that paragraph four (4) is not it legal conclusion and requires response, the Defendant admits in part and denies in part the averments of paragraph four (4); Defendant admits that Plaintiff and Defendant entered into a written Option Agreement on December 19, 1983, and that a copy of the Option Agreement is attached to Plaintiffs' Complaint and marked Exhibit "A", and made a part of Plaintiffs' Complaint; as to the other averments of paragraph four (4), Defendant avers that the terms of the Option Agreement speak for themselves, and to the extent that these averments are relevant, strict proof thereof is demanded at time of trial. 5. Admitted. To the extent that paragraph six ((i) is 1101 it legal conclusion and requires response, the Dcferndanl twos that the terms of the contract speak for themselves; to the extent that It is relevant, strict proof (hereof is demanded al time of trial; Defendant Specifically denies 111111 the only condition or requirement that could result in the expiration or limitation of the Option Agreement is when, or if, the Pennsylvania Liquor Control Board takes action to revoke the License, 7. To the extent that paragraph seven (7) is not a legal conclusion and requires response, file Defe lant avers that the terms of the Option Agreement speak for themselves; to the extent that it is relevant, strict proof thereof is demanded tit time of vial. 8, '1'0 the extent that paragraph eighl (8) is not a legal conclusion and regUires response, tile Dcfeulanl avers that the lernns of the Option Agreement speak for themselves; to the extent (hill it is relevant, strict proof thereof is demanded art time of trial, 1). To the extent that paragraph nine (9) is not a legal conclusion and requires response, the Defendant avers that the terms of the Option Agreement speak for tlnelnselves; to the extent that it is relevant, strict proof thereof is demanded at time of trial. 10, To the extent that paragraph ten (10) is not a legal conclusion and requires response, the Defendant avers that the tents of the Option Agreement and the "Assignment" speak for themselves; to the extort that it is relevant, strict proof to thereof is dentanded tit time of trial; Defendant admits that a copy of it written agreetntent titled "ASSIGNMtNI"' dated June 13, 1986 Lund which has been marked as Exhibit `'R" has been attached to Plaintiffs' Complaint, 11. After reasonable investigation, Defendant is without sufficient knowledge to admit or deny this averment, averment is therefore denied, and, if relevant, strict proof to the contrary is demanded at trial, 12, Admitted in part Lund denied in part. It is admitted that Plaintiff, Arthur G, I)ruaw, Jr,, reimbursed Defendant for the annual renewal fees and costs for the liquor license terms commencing on February 1, 1985, February 1, 1986, February 1, 1987, February 1, 1988, February 1, 1989 and February 1, 1990 and that Plaintiff, Arthur G. Druaw, Jr. offered to reimburse Defendant for the annual renewal fees and costs for the liquor license terms commencing on February 1, 1991 and February 1, 1992, but did not do so; It is denied that Plaintiff rehnbursed Defendant any annual renewal fees or costs, or made any effort or inquiry to reimburse Defendant for any annual renewal fees or costs for the license terms commencing on February 1, 1993, February 1, 1994 and February 1, 1995. On the contrary, Defendant paid the annual renewal fees in the sum of Your Hundred Twenty-five and 00/ 100 ($425.00) Dollars, for the license term commencing on February 1, 1991, the sUrn of Four Hundred Twenty-five and 00/ 100 ($425.00) Dollars, for the license term commencing on February 1, 1992, the sum of Four I lundted Twenty-five and 00/ 100 ($4213.00) Dollars, for tile, license term cotunenchng On February I, 1993, the sum Of rout Iunded Twenly- five and 00/100 ($425.00) Dollars, for ?he license term annnnenchng on February 1, 1994 and the stun of four Hundred Twenty-five and 00/100 ($425,00) Dollars, for the license term commencing on rebruary 1, 1995, for 10111 unrehnbursed fees hl the total amount of Two Thousand rive I lundred Fifty attd 00/ 100 ($2,5550.00) Dollars. 13. Alter reasonable Investigation, to admit or deny this averment, averment proof to the contrary is demanded tit trial, Defendant is without sufficient knowledge is therefore denied, and, if relevant, strict 14. After reasonable Investigation, to admit or deny this averment, averment proof to the contrary is demanded at trial. 15. After reasonable Investigation, to admit or deny this averment, averment proof to the contrary is demanded at vial. Defendant is without sufficient knowledge s therefore denied, and, if relevant, strict Defendant is without sufficient knowledge is therefore denied, and, if relevant, strict 16. Admitted to part and Denied in Part; Defendant specifically admits receipt of a written notice dated May 17, 1993 and a check for One and no/100 ($1.00) Dollar, it copy of which has lien marked as Exhibit "°C", and which wits attached to Plaintiffs' Connplahnt; after reasonable investigation, Defendant is without sufficient knowledge to admit or deny the additional averments contained in paragraph sixteen (16), these averments are therefore denied, and, if relevant, strict proof to tine contrary is demanded at trial. 17. To the extent that paragraph seventeen U 7) is not it legal conclusion and requires response, the sane is denied; to the extent that it is relevant, strict proof thereof is demanded at time of trial. 18. To the extent that paragraph eighteen (I8) is not it legal conclusion and requires response, the same is denied; to the extent that it is relevant, strict proof thereof is demanded at time of trial. 19. To the extent that paragraph nineteen (19) is not it legal conclusion and requires response, the same is denied; to the extent that it is relevant, strict proof thereof is demanded at time of trial. WHEREFORE, Defendant, Gingerbread Marl, Inc., requests this Honorable Court dismiss Plaintiffs' Complaint against theta with prejudice. NEW MA'1•1,'Pli 20. Defendant incorporates paragraph one (l) through nineteen (19)0 inclusive, of Its Answer, as totally as if set forth ht full. 21. Plaintiffs had It Only under Paragraph 3 of the Option Agreement, attached hereto as Defendant's Exhibit "A", to expressly request Defendant to maintain the LCH License ht it current status, and Plaintiffs breached their duty by flailing to milk- arty such request to Defendant, on or after February 1, 1992, 22. Plaintiffs had it duly under Paragraph 3 of the Option Agreement, attached hereto its Defendant's Exhibit "A", to expressly request Defendant to keep the license current in safekeeping, and Plaintiffs breached their duly by failing to make fury such request to Defendant, on or after February It 191)2. 23. Plaintiffs failed to perform its duty nuclei- Paragraph 3 of the Option Agree tile nl, attached hereto as Defendant's Exhibit "A", commencing with the license period that lxgan after February 1, 1992, and continuing through the license periods beginning on February 1, 1993, February 1, 1994, and February 1, 1995, 24. Plaintiffs had it duty under Paragraph 3 of the Option Agreement, attached hereto as Defendant's Exhibit "A", to pay to the Defendant Lilly Lund all expenses incurred by Defendant tit maintaining the License to it current status and in it safekeeping status. 25. Plaintiffs failed to perforiu its duty to pity Defendant any and all expenses incurred in maintaining the License in it safekeeping status. 26). Plaintiffs' failure to perform their duty as required by Paragraph 3 of the Option Agreement was it breach of contract and relieved Defendant from any further obligations to Plaintiffs to perform under the terms of the agreement. 27. Despite Plaintiffs duly to pay each of the following costs, Defendant paid the cost of renewing the license for the license terms commencing on February 1, 1991 in the amount of Four hundred 'Iwenty-five and 00/ 100 ($425.00) Dollars, February 19 1992 in the amount of Four Flundred 'Iwenty-five Lind 00/100 ($425.00) Dollars, February 1, 1993 in the amount of Four Hundred 'Iwenty-five and 00/ 100 ($425.00) Dollars, February 1, 1994 to the amount of Four hundred 'twenty-five and 00/100 ($425.00) Dollars, and February 1, 1995 in the amount of Four Hundred'Iwenty-five and 00/100 ($425.00) Dollars, for unreinnbursed fees in the total amount of Iwo Thousand Five Hundred Fifty and 00/ 100 ($2,530.00) Dollars. 28. Defendant believes and further avers that Plaintiffs do not have any unilateral right to sell, transfer or assign the Option Agreement dated December 19, 1983 without the consent of the Defendant. In fact, the Option Agreement was assigned on June 13, 1985 by Arthur G. Bruaw, Jr, to Chicken Goode, Ltd., a Penttsylvmtla Corporytlion, Willi lite specific consent ?o Assignment dated June 28, 1985 of the Defendant, Gh?,,gerbrea,i Man, Inc. A copy of the Assignment and Consent to Assignment Is attaLhcd Ilerelo and made it part hereof as I lefeudants Exhibit °B", 29. Plaintiffs failure 10 adequately perform all terms and conditions of rile previously referred to Option Agreement as required in that Agreement is It breach of contract. 30. Prior to on or about May 17, 1995, the Iasi inquiry ur communication which Plaintiffs had Willi Defendant mgardhng file license was Oren or about December 160 1991 in the forth of it letter from Plahtlh'f's attorney, 11. Daniel Altland, Esquire to Defendant's attorney, Steve C, Nicholas, Esquire. A copy of the December lei, 1991 letter is attached hereto and made It part hereofas Exhibit "C" ;il. As it result of the failure of the Plaintiffs to communicate with the Defendant shoe Decernber 10, 1991 or offer to pay any fees or costs to keep the license active, Defendant believed and assumed that Plaintiffs were no longer interested in the said license. 32. Defendant believes and therefore avers that the failure of the Plaintiffs to request that Defendant keep the license hl It current status as required by lire Option Agreement dated December 19, 1983 between Arthur G, Bruaw, Jr., Lind Gingerbread Man, Inc., wits It breach of the terms of the Option Agreement Lind the said breach resulted in voiding of the Option Agreement which is attached hereto as Exhibit "A", 34. In the alternative, if the Option Agreement was not breached and voided by the Plaintiffs failure ?o act as set forth in paragraphs 20 through 33 of this New Matter, Defendant believes and therefore Livers that the Agreement provided at paragraph 8 that the "Buyer (Plaintiff herein) agrees to take whatever title to the said Eating Place Retail Dispenser License No. E-3384 Seller (Defendant herein) can give at the time of exercise of the Option". 35. Defendant believes Lund avers that it no longer has the ability to transfer title to the liquor license to Plaintiff for the reasons hereinafter set forth. 3G. Oil or about October 17, 1994, Defendant entered into a Release Agreement in it certain civil matter titled Miley V. Kuhn and Gingerbread Man, Inc., Cumberland County Civil Action, Number 3417 Civil Term 1992. 37. Defendant is presently unable to locate it copy of the executed Release Agreement but believes and therefore avers that the terms of the Release Agreement provided for payment of It monetary consideration from Gingerbread Man. Inc. to Mr. and Mrs. Kevin R. Miley, in addition to relinquishing to Mr, and Mrs. Miley (Plaintiffs in Civil Action Number 2417 Civil Term 1992) all its interest in the Eating Place Retail Dispenser License No. E-3384. 38, The Defendant wits represenled in Civil Action Number 3417 Civil 'T'erm It)t)2 by George F, DouKlas, Jr., Esquire, now deceased. Copies of letters dated October 11, 1994 front George F. Douglas, Jr., Esquire to Phillp S. Corsenthno, F'squire (attorney for Mr. tk Mrs, Kevin R. Miley), and October 17, 1994 from Philip S. Consentino to George F'. Douglas, Jr., Esquire respectively, referring to h•ansmiltal of the Release Agreement and the Gingerbread Mail, Inc's Mechanicsbur,V, "beer license" are attached hereto and made it part hereof as Defendant's Exhibits D-1 through D-2. 31), Defendant believes and therefore avers that the Plaintiffs u?r aware of tine aforesaid equitable interest of line said Mr. and Mrs. Kevin R. Miley in Ealing Place Retail Dispenser License No, E-3384, and failed to john them as at known indispensable parties and in so doing have demonstrated an lack of dean hands in this equitable proceeding. 40. Defendant believes and therefore avers that it relinquished all its right, title and interest in rating Place Retail Dispenser License No. E-3384 and therefore has no interest in that License to transfer to Plaintiff at this tine. WFFEREFORE, Defendant, Gingerbread Man, Inc., respectfully requests this Honorable Court dismiss Plaintiffs' Complaint against then with prejudice. Respectfully submitted, Dated: ?o/ic ?1J' NICI IOLAS & FOREMAN Ire lay: WIVI JF;FF ' F' ,Esquire 320 o•t 'rout Street Flarrisburg, Pennsylvania 17110 (717) 236-9391 Supreme Court ID # 72667 Attorney For Defendant AK'I'11UK G. IIRIIAW, JR. and CHICKEN GOODE, Plaintiffs V. GINGERBREAD MAN, INC., Defendant VFKIFICA'1110N I verify that the shUements made in the preceding Plcudhigs arc true and correct, I understand that false statements herein made arc subject ?o the penalties of 16 Pa'C.S' Section 4904, relating to unsworn falsification to authorities. ,1 Dated. 0 o._ _ tIN'I'11E COURT' Or COMMON I'LEAS :CUMBERLAND COUNTY, PENNSYLVANIA ;NO, t)g-:iG;38 FQtil'l'Y'I'ERM :CIVIL AC'T'ION - IN EQUI'l'Y GINGERBREAD MAN, INC. By,\? Richard E. 1'hela n, Secretary Gingerbread Man, Inc, I ' I , I I I 1 I I 11 1 I I 1 I I? ' II I I Ile , Exhibit A OPTION AOREE' 1RNT THIS OPTION AORIsEMENT Is made thlu IVIS day of /,+ j ho"r 1083, by and betwoun 011101HUREAD NANO INC., a Pennsylvania Corpora- tion, hereinafter referred to tut "Seller", - A N D - ARTHUR 0. BRUAW, JR., hereinafter referred to as "Buyer", WHEREAS, Boller and Buyer have proviously entered into certain Agreemonts for the sale and purchanu of Eating Place Retail Dispenser License No. E-3:184; and WHEREAS, Buyer is now clor;iruus of obtaining an exclusive option to purchase that said li.conse from Boller, and, Boller is willing to give such an exclusive option. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do mutually covenant and agree as follows; 1. For and in consideration of the sum of Ten Thousand Dollars ($10,000.00) plus interest which has accumulated on a certain Dean Witter/Sears Liquid Assot Fund, Inc, Account: No, 13517800, computed from August 8, 1983, until the date of this Option Agree- ment, lawful money of the United States of America, paid by Buyer NO ' to Seller upon the signing hereof, the raccipt of which is hereby acknowledged by Boller, Seller hereby, gives and grants to Buyer, his successors and assigns, the pole, exclusive and irrevocable right and option to purchase at any time within the option period herein provided, upon the following terms and provisions of this Exhibit "A" Opt Ion Agreement0 the "a 10 Eat Ing Place Hotel I. blriponser I,Iconss No, E-3384, 2. The OpLl.oa Parted above ruferrod Lo rrhull be Liar term commencing wLLh the execuLIon of Lhis Option AgeoenlolrL and expiring at anytimo in the future when (and if) the Pennsylvania Liquor Control Board (PLCB) may take such action to revoke tho said liconse. 3, The Boller agrees to cooperate fully to maintain the license in a current status and to Lake whatever action may be necessary, at Buyer's request, to keep the license current In safe- keeping. Any and ull oxpensos which may be incurred In maintaining the license in Cho safokeoplnq status shall bo paid by Cho Buy.rr, The Seller is not required, however, to reaci.lvalo the license in Boller's name to prevent the PI'M from revoklni; So Men= 4, Buyer acknowtedge5 that A PL.,CB can revoke the license for a variety of roasons, all Of Which Buyer has di.o-;cussrd with his legal counsel, and therefore releases Seller from any and all lia- bility in the evens; the licenso, for whutevar reason, is revoked. 8. The Option may be exorcLsed by Buyer, Its successors and assigns, during the Option Period, by delivering to Seller, a written notice of such oxerciso in the manner and to the address provided hereinafter. d. Upon oxorclse of the Option by Buyor,'thc purchase price shall be One pollar($1,00) to be paid by Buyer to Boller, -21- 7, Upson exoruisu of the OPLi.oil , Hit i.wr agrees to exucutu whatever documents may he noco""Avy to Malta applleatIon to th'r PLCB to transfor the nald liatinll Placn 11OLail Dirapunwur Lleonisu No. I.1-3384 usslllns. from the nasal of tills 8ktl.Ler to the Buyer, hits hUcC(ItibOr" and B, 13uyor agruus to Lako whatuvur ti.tlu Lo Cho will EAting Place Retail Dl.spenser License No.0-3381 Sullur can {.live at the time of exercise of the Option and subsoquent sottlonwnt following approval of the trunsfov by the PLCIt, 0. Thu parties nndevstand that 8e11ur hnu made appLication to the PIOB for oxtultsiun of Lhu ronewal of the liccllso term for XMing Place Dl.spensur Llcatto-io No, I;-3:S8d for the term expiring on January 31., 1086, Seller cunuuC llunranteu thyt the requested extension poriod shuLl he e.plirovucl by the P11C131 nor is this ugroo- mont in any way conditioned on such approval, I.O. NOTICES, All notices porta["Ing to this Agreement shall be received by the parttos if mailed, ecrtiflod mail, return receipt requested, to the following aclclre5sus; i I SELLER; GINGERBREAD MAN, INC, i c/o Richard E. Phelan 736 South Iiwnovur S"OL Carlisle, PA 1701:5 COPY TO MeimanC, GNka`s, Nicholas, i& Lieberman P. O. Box 002 3207 North Front Street Harrisburg, PA 17108 -3- 11UYk;itSt Alt'?'lAIR (1, IIIMAW, alit, 8632 Lincoln Way Went P. O. Box 277 fit. Thomaup PA 17252 COPY TO: P. Daniel ALt0nd, Esquire C.locknor and Poaron al North Ciectoncl stleol: Ilarrlrburp;, Pa 1%101. The parties may change Lhe mall.l.ag address by scntdill' by certified mull, return rocolpl voclue:ILod, n uOtl.ee to the other party of a change of aclcirrsu, such now acldroos shall than he nub- st.ituted for the above. 11. Sol.l.er wnrraullu and r.tnton that at the We of tho oxe- cuti,on of this Agroanr,nt, to its knowledget u) 'Phcr(j arc) no bankruptcy proceudini;s pouLINK against it or contemplated by it; b) 't'here is no execution levy pending against it or threatened by any crcdi.tors; c) 'rho re L I no CI. tILL Lon RC tIOn issued or 1) olt( I illg against it by the Pennsylvania Liquor Control hoard, with retard to License No. E-3383 or any other I Ico"so owned by it; except as set forth in Paragraph W (see Exhildt "A" attached) d) There L5 no revocation acCion i.snuod or pending against it by the Pennsylvania Liquor control hoard wi.Lh regard to License No. E-2384 or any other license owned by it, e,\t opt as set forth in Paragraph 0,(see Exhibit "A" attachod) Seller further agrees to notify Buyer within ton (10) days of the date of the change or status in any of the above matters. 12. The parties agree that the terms and coedit Lops of any prior agreements between than are hereby declared null and void and of no further affect. 13. This Option Agrocmwal, in intended to inure to the -,L bol14T It of tho lilt 1,LI IIt It llll t11t.111' tltl!!!!!)Nti!))'ti, atlnlini.n4ra- tors act ustiilCnti, IN IV I'T'NI3 M IV II?It 1','Mo tlh) l)Itrtiort hurutu hrtvu huruunto sot their hands and coals tho day and year Cl1'tit auuvu writton, AT'T'EST; GINGERBRXAD MAN, INC:, Richard o ari,` JoEF5-Eary ^??ncli T, `I?Toliin, ros ent -' WITNESS; le'<<Z l P, Daniel kfu-m , Esquiro Arthur G, Brunt, .Jr, I , I 1 Ir j I I 1 ? I I I 1 1 ? I I I 1 I Exhibit 0 ASSIGNMENT WHEREAS, Arthur G. Bruaw, Jr. entered into an option Agreement dated December 191 1903 with Gingerbread Man, Inc., a Pennsylvania corporation, for the sole, exclusive and irrevocable right and option to purchase a certain eating Place Retail Dispenser License No. E-33841 and WHEREAS, Arthur G. Bruaw, Jr, desires to assign all of his rights under said option Agreement to Chicken Goode, Ltd., a Pennsylvania corporation) NOW, THEREFORE: BE IT KNOWN that, for and in consideration of One Dollar (¢1.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Arthur G. Bruaw, Jr, has sold, assigned, transferred and set over and does by these presents hereby sell, assign and set over, unto Chicken Goode, Ltd., its successors and assigns, all of his rights and interest to Eating Place Dispenser. License No. E-3304 under said Option Agreement. IN WITNESS WHEREOF, and intending to he legs#wlly bound hereby, Arthur G. Bruaw, Jr. has set his hand and seal this )31V4 day of June, 1985. WITNESSo ONIN A NIANNN x1/1002 AT YN 11YN1, NINNIflYAN1A Exhibit "B" ARTHUR G. RUAW, JR. CONSENT TO ABSIGNULNT AND NOW, this day of June, 1985, Gingerbread Man, Inc. hereby consents to the furegoing Assigrunent of the option Agreement from Arthur G. Bruaw, Jr. to Chicken Goode, Ltd. IN WITNESS WHEREOF, Gingerbread Man, Inc. has caused this Consent to be signed in its name by its President and its corporate seal to be hereunto affixed, and to be attested by its Secretary, this day of June, 1985. ATTESTt GINGL•'RBRl AD, MAN, INC. Secretary • r Pres dent it r r , I CNCItNCN a R1NCN r Ane••m it ur r r I r I , im , 1 i I I 1 i ?I ? I I I I r r r r I 1 ExhlbR v ' CLECKNER AND F'EAREN A170nNLYth Al LAW JI NONIof t1/:CONn 61IMLI BARH190Une, PFNNaYLVANIA 17101 nie NAnn w cl.c a"n ku NN;u ALL q1A kkY?n 1• OAWCL ALI?AnU 17? 71 Itdtl9 l:k1 UCNNIgJ UTAI To ANN k IJNQA"6 gluAUr L. MNAOC eAA? 17 n1 RJq 11 A1g1 GAILA It ICNUI.k II NVgCIII W_WA0$0:11 or couN.Al W.LOAM Y[ARKH December 16! 1991 Steve C. Nicholas, Esquire Nicholas a Foreman 3207 North front Street Harrisburg, NA 1711.0 MONMONC11/ COUNTY IWICC N" MLOOR, LAAKLANO "LOU Igrq OLD Yaglt ROAD ok"IN410", "A 10001 IRlyl qq hd qlq FAA; IRiNI,p/? 0036 REt Gingerbread Mon! Inc. - Arthur 0. OruawR Jr. Dispenser License Dear Steeet 1991Phis letter shall confirm our discussions of December 10, . It is my understanding that you have filed the renewal for the above license for 1992. I understand that you, of course, have no assurance that it will be renewed. As I explained to you, the Borough of Mechanicsburg amended its Zoning ordinance and also cha nged the various zoning districts within the Borough. The result- is that the property owned by my client on East Main Street is now zone d commercial -general and will allow the property to be used as an eating and drinking place. I have met with the zoning officer for the Borough and have submitted a request for an interpretation of the ordinance confirming my position that Mr. Bruaw can eliminate the service station on his property and open an eating place. It looks very favorable based on my review of the ordinance and the standard industrial classification codes incorporated into the ordinance. Accordingly, my client would like to make a prompt- filing with the Liquor. Control Board for transfer of the license on a prior approval basis. Exhibit "C" steve C. Nicholas, Esquire Nicholas 6 Foreman December 16, 1991 Page 2 Please communicate this to your client as noon as possible Lind let me know so that we can gat the papers filed. I believe that the sooner we file this the better and it would also help in the renewal process. Pleaso let me know the cost s for the renewal applica tion and T will promptly tender payment. Very truly yours, CC,ECKNER AND FEAREN P. Daniel Altland PDAtlbd cct Arthur G. Druaw, Jr, I I I , Exhibit D 1, 1 •1 I ? \ 1 I)(M(!I.Ali, l)tlllL'1'I'.AII 14 I11)I)(,I A'I ' AI nuuu AI 1 AN 1, N 1111.11 I I w I I 1' II 11111 111'1 111 U4U? r 1301'ULAII.,01 1 CAM-11011'1. IMF, VI VAIIIA polls 041 list's WILLIAM P 4411111 All I1 I/nIl Od 1. 1 IAA I/I/I 041 11111111 U 1'.t1114C F. UOUI)IA*. 111 'I'I b4 A l Im"11.11, 111,0A ( )Ctl)bOl' I If I1`)'I Philip ti. C osontinu, lisllnile Dil orctU, Cho lwillilkl L I1111111)?el' 330 Hncohl bVay Vast P.( ), Ilex Hlih Cluunborsiuu);, Pd. IY7()I K L): Mlll!y V. M11111 111d illllil!I'l)I'i11111 M1111, IIIIJ 3,11, /Civil 1111)•1 War 11110: i I I1;1V0 1!IICIo?jl'11 it 1'110(k (01' ail;?I),III)If.l)l), 114yi1111'I (1) y1)11 111111 110111' dit-1111" Kevin R, Milo), on11 Luinul Miloy. 111i1v1' Il:il) 1.11C 1111,1'11 it I'tl 11'11tin, ill 1V111' 11 we Iw1'I' M1I11'1'lllllllly GI'I 1111 Ill 111111 the plllilllilk. ' I I!,Ilts to 1)I'UCept1 il)',illll6l 11,'11111,111 I\ily 1\111111 ill'I' 1)11'1,01111'11. Ill additioll to tilili payment, yOtil' CI1e111ci 11111, 01 1011100, 1'111111141 11.) ITC011,01' the trallsfe11)l tho (illl)lel"1)1Ci1Ll Mi111,.1111., hit'C1111111CIii)111)i 111'1!1' lll`I!II!i1', 1Vllll:ll 1VI11 be nccomplidled, p.I1Closure.'s Ii111Cg1'1'1y, 1 1 FWdbit "p-1" I CYOtIr18U A% A CIVII. IIIIAL AIIVO( AII: HY 1111 IIAIII)NAL IIIIAIIII Ot IIIIAI AIIVNn Al -Y -r?nr'r?"rn W"rMNrIMr I C:C?Sf-NTINO, ..,. I• ?,,?nr,•.r!rr, r UrIn Il ?, nr.l nuU.l, a,r r,ylv?u,b, 1/:111 it & BOLINGER Pc lulnrihonn (/ I /) 7n,1 7lr)6 lulur.utrllrl (/17) )h'1 7f1U14 nuotlWYS (it fOw ---------- --------- Minis M. DII ow I?411ol) S. Cow to lNU f3N/'UI L'r 11, tti)lll'iG,l I: Oclobor 1'/, 1904 George F• DOUgkIS, Jr„ Esqulro DOUGLAS, DOUGLAS & DOUGLAS 27 Wost High Strout P.O. Box 261 Carlislo, PA 17013 Ho: Miloy v. Kuhn and Gingorbrond Mein, Inc, S?S11L?'rlnlliS9s!JY-N.41',?.].Z ?%IY?.LL212 Doar Goorgo: Enclosed ploaso find tho oxecutod Holoaso In tho abovo-captioned mailer, Of course, this Holense Is contingent upon 010 transfor of Mo Gingerbread Man Inc.'s Mechanicsburg Clear I.iconso. 1-hank you for your contl(uintt cooPQM lon. Vory truly, ours, Dll_61-W O, ?ENTINO & BOLINGER PC by J Philip S, Cosentino PSC/crp Enclosure cc Mr, and Mrs, Kevin R. Miley I I )Exhibit "D-2" I I ' .. • b II ARTHUR G. BRUAW, JR, and CHICKEN GOODE, LTD., Plaintiffs :IN TIIE COURT' Or COMMON PLEAS :CUMBERLAND COl1N'I'Y, PENNSYLVANIA . V. :NO. 95-3538 EQllll'I'Y'I'I:RM GINGERBREAD MAN, INC., Defendant :CIVIL AC`I'ION - IN I:QtJI'1'Y CER'111FICA'11: Qr ti y?tI 1 hereby certify that on the . 16 V I day of Octolm" 1 tlttli, I Neill a copy of lilt foregoing dmument by first-class mail, poslage prepaid to the followingt P. DANIEL ALTI.AND, Dquire CI,ECKNER & rEAREN, A'I'I'ORNEYS 31 North Second Street PO Box 1 1847 1arrisburg, l'cmtsylvania 17108.1847 MARC'1'. LEVIN, Esquire CLECKNER & rEAREN, NITORNEYS 31 North Second Sheet PO Box 11847 Harrisburg, Pennsylvania 17108-1847 RcsImcifully Nubmilted, NICi101 S& 'EMAN o t lilt Sirct.1 JEFr N,1:Nqui?e '42 I la rrisburq, Pennsylvania 171 10 (717) 2311-11391 Suptr?ne Court 111 # 7207 Dattd: I o r 61AY Altorney 1'or Defendant ARTHUR G. BMWs JR., t and t CHICKEN GOODEr LTD., t Plaintiffs t t V. t t GINGMREAD MN, INC., t Defendant t N0. 95-3539 EQUITY TERM CIVIL ACTION IN EWM I I IAW OMCU NICHOLAS & FOREMAN l,m Norm PWWT g04T N?I1010MIW, rrnNOrLVANP 11110 IIIIIIM IMI IN 711E OOURT OF (Xl*M PLEASE "IBERLAND 0"IY, PENNSYLVANIA I):1 I! 1122 'o; 19 1 1 bl liv ?I 1 'I II , I r I n I I 1 , ' I , 1/ I I 1 . ARTHUR G. BRUAW, JR, and I CHICKEN GOODS, LTD., t Plaintiffs t t Vs. t t GINGERBREAD MAN, INC „ t Defendant i IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO, 95-3538 EQUITY TERM CIVIL, ACTION - IN EQUITY AND NOW, this 305. day of September, 1995, upon consideration of the Stipulation of Counsel, IT IS HEREBY ORDERED that Gingerbread Man, Inc, is enjoined from selling or conveying Eating Place Retail Dispenser. License No. E-3384 to any person or entity other than chicken Goode, Ltd, a Pennsylvania corporation, or its assignee, until further Order of this Court. BY THE COURTe P. Daniel Altland, Esquire CLBCKNKR AND BSARBN 31 North Second Street P. 0. Box 11847 Harrisburg PA 7,7108-1847 Steven C. Nicholas, Esquire NICHOLAS a FORRKAN 3207 North Front Street Harrisburg PA 17110 c,, . -.n? 9?d6/qs A .0p t 1?It re I I 7, ,i3S pingm Ptp/real Gnats ARTHUR 0. BRUAW, JR. and CHICKEN GOODS, LTD., Plaintiffs V. OIHOERBREAD MAN, INC., Defendant t IN THE COURT OF COMMON PLEAS I CUMBERLAND COUNTY, PENNSYLVANIA t t t NO. 95-3538 EQUITY TERM t t t CIVIL ACTION - IN EQUITY AND NOW this, 2?t day of September, 1995, the Plaintiffs, ARTHUR O. BRUAW, JR., AND CHICKEN GOODE, LTD, a Pennsylvania Corporation, and the Defendant, GINGERBREAD MAN, INC., by and through their authorized counsel, agree and Stipulate as follows: 1. It is agreed that the Defendant is enjoined from selling or conveying Eating Place Retail Dispenser License No. 2- 3364 to any person or entity other then CHICKEN GOODE, LTD, a Pennsylvania Corporation, and its assignee, until further order of this Court. ARTHUR 0. BRUAW, JR., AND CHICKEN GOODS, LTD Byt ,) Ca?G3 1 P. DANIEL, ALTLAND, ESQUIRE 31 North Second Street P,0, Box 11847 Harrisburg, PA 17108-1847 Supreme Court ID 25438 Attorney For Plaintiff GINGERBREAD MAN, INC., BYt NICHOLAS & FOREMAN By STEVE C. NICHOLAS, ESQUIRE 3207 North Front Street Harrisburg, Pennsylvania 17110 (717) 236-9391 Supreme Court ID 06845 Attorney For Defendant ARTFIUR G. BRUAW, JR. and CFIICKEN GOODE, ixr)., Plaintiffs V. GINGERBREAD MAN, INC., Defendant TO: Lawrence E. Welker Prothonotary dN TI It, COURT OF COMMON PLEAS :CUMBERLAND CO11N IT, PENNSYLVANIA VO. 96.3638 EQUITY TERM :CIVIL ACTION - IN EQUITY PRAECIPE Defendant, GINGERBREAD MAN, INC., through and by its attorneys, NICHOLAS & FOREMAN, withdraws the Preliminary Objections filed on August 4, 1996 in the above captioned matter. Respectfully submitted, Dated, October 16, 1996 NICIIOLM Sc FOREMAN By;., ?. .. . ?. G ?. C Steve C. Nicholas, Esquire 3207 North Front Street Harrisburg, Pennsylvania 17110 (717) 236-9391 Supreme Court ID # 06146 Attorney For Defendant 1 I I I I ? I 1 C7D C[ ? I I. ' t 1 I i ! 1 I 1 I I 1 1 1 I ARTHUR G. BRUAW, JR. and t CHICKEN OQODE, LTD., t Plaintiffs t t v. t t GINGERBREAD MAN, INC., t Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 95-3538 EQUITY TERM ORDER OF COURT AND NOW, this I it day of Beptember, 1995, upon consideration of the Stipulation entered by counsel for both parties on September 25, 1995, the hearing previously scheduled for that date is CANCELLED. P. Daniel Altland, Esq. 31 North Second Street P.O. Box 11847 Harrisburg, PA 17108-1847 ?ywo.J..L cl?a 1 Js? Attorney for Plaintiff Steven C. Nicholas, Esq. 3207 North Front Street Harrisburg, PA 17110 Attorney for Defendant trc I { 1 S6t N7 zr ? i71J?S BY THE COURT, 11I4AEC1PU FOR LISTING CAHV FOR AHGUMENT (Must be tylowritten +nd uubnitted in duplicate) TO THE PROTHONOTAHY OF CUMMMAND COUNTYt Please list the within mutter for the next Argument Court. --------------------------------------- --------------------------------------- -------° CAPTION OF CASE (entire caption must be stated in fuLi)' yt. ARTHUR G. HRUAW, JR., and CHICKEN GOODS, LTD., (plaintiff) j Vs. GINGERBREAD MAN, INC.# (Defendant) No, 95-3538 Civil- Equity 1995 1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to complaint, etc.): Defendant's Preliminary Objections 2. Identify counsel who will argue case: (a) for plaintiff: P. Daniel Altland, Esquire Address: Cleckner and Fearen 31 N. 2nd St., Harrisburg, PA 17101 (b) for defendant: Jeff Foreman, Esquire Address: Nicholas 6 Foreman 3207 N. Front St., Harrisburg, PA 17110 3. I will notify all parties in writing within two days that this case has been listed for argument. 4. Argument Court Date: October 11, 1995 Dated: Attorney for Plaint ARTHUR G, BRUAW, JR, and IN THE COURT OF COMMON PLEAS CHICKEN GOODE, LTD„ CUMBERLAND COUNTY, PA Plaintiffs ; ?,'• 1? .if fa.,. y .?? NO. va, CIVIL ACTION - IN EQUITY GINGERBREAD MAN, INC,, Defendant 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 fall 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. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, Pennsylvania 17013 N 0 T I C I A Le hen demandado s usted on Is carte, Si usted qulere defenderse de estas demandes expuestas on leis paginos sigulentes, usted tlene viente (20) dlas de plaza el partlr de Is fecha de Is escrito o an parsons o par abogedo y archlvar an Is carte an forme escrits sus defenses a Bus objectlones a las domandas on contra de su persona. Sea avisado que si usted no so defiende, Is carte tomara medldas y puede ontrar une orden contra usted sin previo aviso o notificaclon y par CUalquler queue a alivio qua as pedido an Is peticion de demands. Usted puede perder dinero o sus propiedades o otros derechos Importantes pars usted, LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTE, SI NO TIENE ABOGADO 0 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 SU PUEDE CONSEGUIR ASISTENCIA LEGAL, Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, Pennsylvania 17013 I I I I III i.. I I I ? ARTHUR G, BRUAW, JR, and i IN THE COURT OF COMMON PLEAS CHICKEN GOODS, LTD., i CUMBERLAND COUNTY, PA Plaintiffs e e NO, li5• iYJi' Vol e GINGSRBREAD MAN, INC „ i CIVIL ACTION - IN EQUITY Defendant i COMPLAINT AND NOW this ;?T O- day of iUrtt-0. , 19950 the Plaintiffs, Arthur G. Bruaw, Jr. and Chicken Goode, Ltd,, by and through their attorneys, Cleckner and Fearen, file the within Complaint and in support thereof aver as followst 1. Plaintiff Arthur G. Bruaw, Jr., is an adult individual residing at 1042 Mercersburg Road, P. O. Box 277, St. Thomas, Franklin County, Pennsylvania 17252. 2. Plaintiff, Chicken Goode, Ltd., is a Pennsylvania corporation with its principal business address located at 1042 Mercersburg Road, P, 0. Box 277, St. Thomas, Franklin County, Pennsylvania 17252. 3. Defendant, Gingerbread Man, Inc., is a Pennsylvania corporation with its principal business address located at 735 South Hanover Street, Carlisle, Cumberland County, Pennsylvania 17013. 4. On December 19, 1983, Plaintiff Arthur G. Bruaw, Jr. ("Bruaw") and Defendant entered into a written option agreement giving Bruaw, his successors and assigns, the sole, exclusive and 1 irrevocable right and option to purchase an Bating Place Retail Dispenser License, number B-3384 (the "License"), for the sum of Ten Thousand Dollars ($10,000,00) plus accumulated interest, A copy of the option agreement is attached hereto, marked Exhibit "A", and made a part hereof, 5. The License is issued in the name of Gingerbread Man, Inc., and is in safekeeping with the Pennsylvania Liquor Control Board ("PLCB"). 6. The option period commenced on December 19, 1983 and only expires when (and if) the PLCB takes action to revoke the License. 7. The option was exercisable by Bruaw by delivering written notice to the Defendant and by payment of One Dollar ($1.00) from Bruaw to Defendant. 8, Pursuant to the option agreement, upon written notice and payment of $1.00, the Defendant agreed to execute whatever documents necessary to make application to the PLCB to transfer the License from Defendant to Bruaw. 9. Pursuant to the option agreement, Defendant agreed to take whatever action necessary, at Bruaw's request, to maintain the License in safekeeping status with the PLCB and all expenses incurred in maintaining such status were to be paid by Bruaw. 10. On Tune 13, 1985, Bruaw assigned all of his rights under said option agreement to Plaintiff Chicken Goode, Ltd. ("Chicken Goode"), for consideration of One Dollar ($1.00) plus other good 2 and valuable consideration, A copy of the written assignment is attached hereto, marked Exhibit "B", and made a part hereof. 11. Since the execution of the option agreement and the written assignment, Plaintiffs have always been, and now are, ready, willing and able to comply with all of the clauses in the option agreement on their part to be kept and performed, 12. Plaintiffs have made numerous efforts to reimburse Defendant for the annual renewal fees required to renew and maintain the License in safekeeping, but all efforts were rebuffed by Defendant, 13, Plaintiffs remain ready, willing and able to reimburse those annual renewal fees to the Defendant, 14. Bruaw's assignee, Chicken Goode, now has an assignee who is ready to place the License and make the necessary applications to the PLCB. 15. Chicken Goode'e assignee is Salvatore, Purpura and Sharon Purpura, t/a La Campana Ristorante, 16. In anticipation of exercising the option under the agreement, Chicken Goode and its assignee sent written notice to the Defendant on May 17, 1995 and formally tendered a check for the $1,00 option purchase price. A copy of the written notice is attached hereto, marked Exhibit "C", and made a part hereof. 17. Defendant has wholly failed to keep or perform its part of the option agreement, 16. Plaintiffs have no available, adequate remedy at law. 3 19, Plaintiffs will suffer irreparable harm if Defendant does not perform its obligations under the option agreement because pursuant to an agreement of sale between Chicken Goode and its assignee, settlement of the transaction to sell and convey the license to Chicken Goode's assignee must be made on or before July 10, 1995. WHEREFORE, Plaintiffs prays (a) that Defendant be enjoined, preliminarily, until final hearing and permanently thereafter, from selling or conveying the License to any person or entity other than Chicken Goode and its assignee; (b) that Defendant be ordered to specifically perform the option agreement and execute an Application for Transfer, Tax Certification Statement and any other documents necessary to make application to the PLCB to transfer Eating Place Dispenser License No. E•3384 from the name of the Defendant to Chicken Goode's assignee, (c) such other general relief as may be just and proper. ,r a r Ili I l , I . Respectfully submitted, CLRCXUR AND YRARXN I ByI P, Da el Aitland, Esquire Attorney I.D. No. 25438 Marc T, Levin, Esquire Attorney I.D. No. 70294 31 North Second Street p, o, Box 11647 Harrisburg PA 17106-1847 (717) 238-1731 Attorneys for Plaintiffs DateM 1, . r r I r r I , r r I I I , I I i I 6 OPTION AGREEMENT THIS OP'T'ION AGRk;IdMl•,NT is 11111da3 t11is YA' day of !- p .?, 19830 by and between GINOERBRNAU MAN, INC „ a Pennsylvania Corpora- tion, hereinafter referred to as "Boller", - A N D - ARTHUR G. BRUAW, JR., hereinafter referred to as "Buyer". WHEREAS, Seller and Buyer have previously entered into certain Agreements for the sale and purchase of Eating Place Retail Dispenser License No. E-3384; and WHEREAS, Buyer is now desirous of obtaining an exclusive option to purchase that said license from Seller, and, Seller is willing to give such an exclusive option. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do mutually covenant and agree as follows; 1, For and in consideration of the sum of Ten Thousand Dollars ($10,000.00) plus interest which has accumulated on a certain Dean Witter/Sears Liquid Asset Fund, Inc, Account No, 13617860, computed from August 8, 1983, until the date of this Option Agree- ment, lawful money of the United States of America, paid by Buyer to Seller upon the signing hereof, the receipt of which is hereby acknowledged by Seller, Seller hereby, gives and grants to Buyer, his successors and assigns, the sole, exclusive and irrevocable right and option to purchase at any time within the option period herein provided, upon the following terms and provisions of this EXHIBIT "A" Option Agreement, the said Eating Place Retail Dispenser License No. G-3384, 2, The Option Period above referred to shall be the term commencing with the execution of this Option Agreement and expiring at anytime in the future when (and if) the Pennsylvania Liquor Control Board (PLCB) may take such action to revoke the said license, 3, The Seller agrees to cooperate fully to maintain the license in a current status and to take whatever action may be necessary, at Buyer's request, to keep the license current in safe- keeping. Any and all expenses which may be incurred in maintaining the license in the safekeeping status shall be paid by the Buyer. The Seller is not required, however, to reactivate the license in Seller's name to prevent the PLCB from revoking the license, 4, Buyer acknowledges that the PLCB can revoke the license for a variety of reasons, all of which Buyer has discussed with his legal counsel, and therefore releases Seller from any and all lia- bility in the event the license, for whatever reason, is revoked. 5. The Option may be exercised by Buyer, its successors and assigns, during the Option Period, by delivering to Seller, a written notice of such exercise in the manner and to the address provided hereinafter. 6. Upon exercise of the Option by Buyer, the purchase price shall be One Dollar($1.00) to be paid by Buyer to Seller. -2- 7. Upon exerciso of the Option, Sutler agrees to execute whatever documents may to necessary to make application to the PLCB to transfer the said Eating Place Retail Dispensor License No, E-3384 from the name of the Boller to the Buyer, his suceossors and assigns, 8. Buyer agrees to take whatever title to the said Eating Place Retail Dispenser License No, E-3384 Boller can give at the time of exercise of the Option and subsequent settlement following approval of the transfer by the PLCB. 0, The parties understand that Seller has made application to the PLCB for extension of the renewal of the license term for Bating Place Dispenser License No. E-3381 for the term expiring on January 31, 1086, Sellcr cannoc guarantee that the requested extension period shall be approved by the PLCB, nor is this agree- ment in any way conditioned on such approval, 10, NOTICES. All notices pertaining to this Agreement shall be received by the parties if mailed, certified mail, return receipt requested, to the following addresses; SELLER; GINGERBREAD MAN, INC, c/o Richard E, Phelan 7313 South Hanover Street Carlisle, PA 17013 COPY T0; Steve C. Nicholas, Esquire Melman, Gekas, Nicholas & Lieberman P. O. Box 002 3207 North Front Street Harrisburg, PA 17108 -3- BUYERS: ARTHUR 0, BRUAW, alt, 6632 Lincoln Way West P. 0. Box 277 St. Thomas, PA 17252 COPY TO, P. Daniel Altland, Esquire Cleckner and Pearon 31 North Second Street Ilarrisburg, Pa 17101 The parties may change the mailing address by sending, by certified mail, return receipt requested, a notice to the other party of a change of address, Such new address shall then be sub- stituted for the above, 11, Seller warrants and states that at the time of the exe- cution of this Agreement, to its knowledge; a) There are no bankruptcy proceedings pending against it or contemplated by .it; b) There is no execution levy pending against it or threatened by any creditors; c) There is no citation action issued or pending against it by the Pennsylvania Liquor Control Board, with regard to License No, E-3384 or any other license owned by it; except as set forth in Paragraph 9.(soe Exhibit "A" attached) d) There is no revocation action issued or pending against it by the Pennsylvania Liquor Control Board with regard to License No, E-3384 or any other license owned by it, except as set forth in Paragraph 9,(see Exhibit "A" attached) Seller further agrees to notify Buyer within ten (10) days of the date of the change of status in any of the above matters. 12, The parties agree that the terms and conditions of any prior agreements between them are hereby declared null and void and of no further effect, 13. This Option Agreement is intended to inure to the -4 benefit of the parties hereto, and their successors, administra- turn as assigns, IN WITNESS WIIEREOr, the parties hereto have hereunto set their hands and seals the day and year first above written, ATTEST; Richard Phelan, ecre ary GINGERBREAD MAN, INC, BY 1 L n a Phelan, Fes n WITNESS; P. Daniel` tan squ re Art ur G, rua%y, Jr, i I , li I I I I, , I ? ASSIGNMENT WHEREAS, Arthur G. Bruaw, Jr. entered into an Option Agreement dated December 19, 1983 with Gingerbread Man, Inc., a Pennsylvania corporation, for the sole, exclusive and irrevocable right and option to purchase a certain eating Place Retail Dispenser License No. E-33841 and WHEREAS, Arthur G. Bruaw, Jr. desires to assign all of his rights under said Option Agreement to chicken Goode, Ltd., a Pennsylvania corporationr NOW, THEREFORE: BE IT KNOWN that, for and in consideration of one Dollar ($1.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Arthur G. Bruaw, Jr. has sold, assigned, transferred and set over and does by these presents hereby sell, assign and set over unto Chicken Goode, Ltd., its successors and assigns, all of his rights and interest to Eating Place Dispenser License No. E-3384 under said Option Agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby, Arthur G. Bruaw, Jr. has set his hand and seal this V4day of June, 1985. WITNESS: AR/ THUR G. RUAW, JR. CUMIN & NAM AR0111TI AT LAM 1AIIII W 1/. 1111 OLYAMIA EXHIBIT CONSENT TO ASSIGNMENT AND NOW, this :2041 day of June, 19851 Gingerbread Man, Inc. hereby consents to the foregoing Assignment of the option Agreement from Arthur G, Bruaw, Jr.. to Chicken Goode, Ltd. IN WITNESS WHEREOF, Gingerbread Man, Inc. has caused this Consent to be signed in its name by its President and its corporate seal to be hereunto affixed, and to be attested by its secretary, this day of June, 1985. ATTESTc GINGERBREAD, MAN, INC. ?1,? ???c.e+?! BY? Secretary , Free dent I ? eueKNiN ? n?N111 , NnNNNm NI ur - N/NNNNVNN. ,INNMVANIA CLECKNER AND FEAREN ATTORNEYS AT LAW it NORTH 1CcONu BTRCCT P O Box 11147 DI COUNAII RICHARD W CLIC RN M1R PENNSYLVANIA 17100-14 47 HARRISBURG WILLIAN IkAN1N x DANIIL ALrLAnu , Drnnn J 1nArr0 796910N9NL ANN I RNOADI IPM 1111'It11 ITNART L RNAUA JINNIt IR L UNMAN IAA MARC V NVINI Itlll 1411/11 , NUJ ADMIITID iN NFM J/RAPT May 17, 1995 Gingerbread Man, Inc. `AI Richard E. Phelan 735 South Hanover Street Carlisle PA 17013 Steve C. Nicholas, Esquire NICHOLAS & FOREMAN 3207 North Front Street Harrisburg PA 17110 REI Gingerbread Man, Inc, Eating Place Retail Dispenser License No. 8-3384 Dear Mr. Phelan and Steve: As you know from my prior correspondence, my client has an assignee who is ready to place the license and make the necessary applications to the PLCB, In accordance with the exclusive Option Agreement, you are hereby notified that Buyer and its assignee, Salvatore Purpura and Sharon Purpura, t/a La Campana Ristorante, hereby exercise the Option to purchase E-3384, I enclose a check for the $1,00 purchase price. Pursuant to the Option Agreement, we expect Gingerbread Man, Inc. to execute whatever documents may be necessary to make application to the PLCB to transfer the Eating Place Dispenser License No, E-3384 from the name of Seller to Buyer's Assignee, Salvatore Purpura and Sharon Purpura, t/a La Campana Ristorante, EXHIBIT • C ,1 May 17, 1995 Page 1 Please advise if Mr, Phelan's address is different than as stated herein, Very truly yours, CLXCKNXR AND FRARBN P, Daniel Altland PgAtlbd cot A, a, 6ruaw, Jr, J. Jay Cooper, Require Howard Ammons II I I I I I i II I i I I I I I1 I i I -K I, Arthur G, Bruaw, Jr,, hereby verify and state that to the extent that the foregoing document contains facts supplied by me, they are true and correct to the best of my knowledge, information and beliefs however, to the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification. I understand that false statements made herein are subject to, the penalties of 18 Pa.C,S,A, 549040 relating to unsworn falsification to authorities. J '? Date c J me Z 7 5' 9.5 ?? c. - , 7iuclGC y? Art ur G. Bruaw, Jr. Individually and as President of Chicken Goode, Ltd. I, 1 II I 1 W O I, 1 I I I I i I r ,? rel. r f- .! K s I I I I I I , r I ? q h ?? c `3 d G (?11r?•V1 1 AR'I'IIUR G. PR11AW, JR, and Cilil'KhN GOOVE, Plaintiffs V. GINGERIIREAD MAN, INC,, Defendant :IN TI II; COUWI' OF COMMON PLEAS :CUMBERLAND COIIN'FY, PENNSYLVANIA :NO. 95-3838 EQlll'FY'ITRM t :CIViI, ACTION - IN EQlll'FY PRELIMINARY 0111FCTIONS Dependant, GINGERBREAD MAN, INC,, lhwiigli and by its attorneys, NICHOLAS Xc FOREMAN, files the following I'wlininary Objections to the complaint of ARTHUR G. PRI)AW, JR., and CI IICKEN GOOI?E, IXD: I. Defendant believes and therefore avers that Plaintiffs have it full, complete and adequate non statutory remedy al law. 2. Plaintiffs' action in equity is not cognizable due to Plaintiffs' remedy at law. 3. Defendant believes and therefore avers that Plaintiffs' action at law is barred based on laches, WIIERF.FORE, Defendant, Gingerbread Man, inc., requests this Ilonorable Court dismitniss Plaintiffs' Complaint against tlnc?n with prejudice. Respectfully submitted, NICHOLAS & FOREMAN I)y; ?? JEFF F AN, Esquire ID# 72657 3207 N. Front Street Harrisburg, Pennsylvania 17110 (717) 236-9391 ARTIIUR G. IIRUAW, JR. and CHICKEN GOODS, VIV,, Plaintiffs V. GINGERBREAD MAN, INC,, Defendant :IN TIIE COUIU dl' COMMON PLEAS :CUMIULAND COUNTY, PENNSYLVANIA : :NO, 95-3Ii38 I:QI1ITY'I'ERM : :CIVIL ALTION - IN EQUITY 'F "I 'ICA'I'E OF SF'KYICF I hereby certify that on the 4th day of August, 19961 1 seat it copy of the foregoing document by first-class trail, postage prepaid to the following: P, DANIFL AINLAND, Esquire CI.ECKNER & I'EAREN, NITORNEYS 31 North Second Street PO Box 1 1847 Iarrisburg, Pell nsylvanht 17108-1847 MARC'I', LEVIN, Esquire CLECKNER lie FEAREN, A'ITORNBYS 31 North Second Street PO Pox 1184 7 Harrisburg, Pennsylvania 17108-1847 Respectfully submitted, 13Y VLA Harrisburg, Pennsylvania 17110 (717)'236-9391 Supreme Court ID # 72657 Attorney For Defendant NICFIO AS & FO MAN JEFF ,Esquire 32 r Front Street Dated: August 4, 1995 1 ' ' I . I i AR1tlDR G. BKMI JR- and CHICI= GOODS, VM., Plaintiffs V. OINZMIWAD MAN, INC-, Defendant No. 95-3538 EMITY TEAM Civil Action - In DquitY PTOX MINAW OBJDCPIom LAW QFMCU NICHOLAS & FOREMAN IM IN111N P"T ITURT HAM1WMI11LO.IINNIYLVANIA 11110 111111%411 Jeff Foreman, Esquire IIUG ''? 3 1 V ??? ?gfJ I ?Irr, ,,; Ile,: nr,1 I I IIY , II I , ? 1 I I , , I , I , 1 ARTHUR G, BRUAW, JR, and CHICKEN GOODE, LTD., Plaintiffs Va. GINGERBREAD MAN, INC., Defendant NO, 95-3538 EQUITY TERM IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA CIVIL ACTION - IN EQUITY REPLY OF PLAINTIFFS, ARTHUR G. BRUAW, JR. AND CHICKEN GOOD, LTD. TO NEW XATTBR OF DEFENDANT 20, The allegations of this paragraph require no response, To the extent that a response may be required, the allegations are denied. 21.-22. The option agreement executed by Plaintiffs and Defendant is a writing which speaks for itself and therefore the averments of Paragraphs 21 and 22 are denied. By way of further answer, Plaintiffs made attempts to ascertain the amount of the license renewal fees prior to February 1, 1992, but were rebuffed. Additionally, by February 1, 1992, Defendant had already taken the position that he would not be willing to perform his obligations under the option agreement and transfer the license, as restated by a letter dated September 6, 1991 from Plaintiffs' attorney to Defendants' attorney. A copy of the September 6, 1991 letter is attached hereto, marked Exhibit "A", and made a part hereof, 23. The allegations contained in this paragraph state a legal conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure. To the extent a response may be required, the allegations are specifically denied. - 1 - By way of further reply, Defendant had previously refused to inform Plaintiff of the renewal costs. 24. Admitted, The option agreement executed by the parties is a writing which speaks for itself. 25, Denied as stated. Plaintiff paid Defendant for the expenses incurred in maintaining the license in a safekeeping status for all periods when Defendant, advised Plaintiff as to the amount of the expenses. By way of further answer, Plaintiffs attempted to ascertain such rosts in 1991 so that they could reimburse the Defendant, but all such efforts were rebuffed by Defendant who had taken the position that he would not transfer the license. (See Exhibit "A") To the extent that Paragraph 25 alleges a breach of a duty by the Plaintiffs,, any such allegation states a legal conclusion to which no response is required. To the extent a response may be required, the allegations are specifically denied, 26. The allegations contained in this paragraph state a legal conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure. To the extent a response may be required, the allegations are specifically denied. 27. After reasonable investigation, Plainti.ffn are without knowledge or information sufficient to form a belief as to the truth of the averment of paragraph 27 and, therefore, said averment - 2 - is deemed to be denied and proof thereof is demanded at trial. By way of further reply, the alleged annual costs total $2,125,00, not $2,550,00, 28. It is admitted that the option agreement was assigned on June 13, 1.985 by Arthur G. Bruaw, Jr, to Chicken Goode, Ltd, with a consent to assignment dated June 28, 1985 by the Defendant. The remaining allegations contained in this paragraph state a legal conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure. To the extent that a response may be required, it is denied that Plaintiffs do not have the unilateral right to sell the license to an assignee. The consent to assignment dated June 28, 1965 was not required, 29, The allegations contained in this paragraph state a legal conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure. To the extent a response may be required, the allegations are specifically denied. 30. It is admitted that prior to May 1995, the last written inquiry or communication which Plaintiffs had with Defendant regarding the license was on or about December 16, 1991 in the form of a latter from Plaintiffs' attorney to Defendant's attorney. However, there were verbal contacts between counsel. By way of further response, written communication was initiated by Plaintiffs' attorney by way of a letter dated May 5, 1995, a copy of which is attached hereto, marked Exhibit "B", and made a part hereof. Also by way of further answer, the copy of the December - 3 - 16, 1991 letter attached to the Defendant's New Matter as Exhibit "C" was incomplete in that the second page had been omitted. A true and correzt copy of the entire December 16, 1991 letter (which contains another request for the amount of renewal fees and offer of payment therefor) is attached hereto, marked Exhibit "C", and i made a part hereof. 31. It is admitted that there were no written communications between the parties from December 16, 1991 to May 5, 1995, but there were verbal communications between counsel, it is specifically denied that Plaintiffs failed to offer to pay any fees or costs to keep the license active. (See Exhibits "All, 11)300 and "C") As to the allegations of what Defendant's beliefs and assumptions were, no response is required by Plaintiffs. To the extent a response may be required, the allegations are denied and proof thereof is demanded at trial. 32. The allegations contained in this paragraph state a legal. conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure. To the extent a response may be required, the allegations are specifically denied. 34. The option agreement executed by the parties is a writing which speaks for itself and therefore the averments of Paragraph 34 are denied. The remaining allegations of Paragraph 34 state a legal conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure. To the extent a response may be required, the allegations are specifically denied. - 4 - 35, After reasonable investigation, Plaintiffs are without knowledge or information sufficient to form a belief as to the I truth of the averment of Paragraph 35 and, therefore, said averment is deemed to be denied and proof thereof is demanded at trial. 36.-37. After reasonable investigation, Plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the averment of Paragraph 35 and, therefore, said averment is deemed to be denied and proof thereof is demanded at trial. 38. It is admitted that letters dated October 11, 1994 and October 17, 1994 are attached to Defendant's New Matter and marked as Exhibits D-1 through D-2. However, with respect to the content of the letters, after reasonable investigation, Plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the averments of paragraph 38 and, therefore, said averments are deemed to be denied and proof thereof is demanded at trial. 39. Denied. Plaintiffs had no knowledge of the alleged equitable interest of Mr, and Mrs. Kevin R. Miley in that no written release or settlement agreement was produced and Court records do not reflect the alleged equitable interest. By way of further answer, a failure to join an indispensable party, even if true, is wholly unrelated to and has no bearing on application of the "doctrine of unclean hands" in this equitable proceeding. 5 - 40, The allegations contained in this paragraph state a legal conclusion to which no response is required pursuant to the applicable Pennsylvania Rules of Civil Procedure, To the extent a response may be required, the allegations are specifically denied. By way of further answer, Defendant had no "interest" in the License which would enable Defendant to agree to relinquish the License to the Mileys, by virtue of the irrevocable option agreement Defendant had entered into with Plaintiffs, WHEREFORE, the Plaintiffs, Arthur G, Bruaw, Jr, and Chicken Goode, Ltd., request this Honorable Court dismiss Defendant's New Matter and enter judgment in accordance with the prayer of Plaintiffs' Complaint, L Respectfully submitted, Dated i Or f-A ey ?- CLRCKNBR AND FUREN By I P, Daniel Altiand, Esquire Attorney I.D. No. 25438 Marc T. Levin, Esquire Attorney I.D. No, 70294 31 North Second Street P. O. Box 11847 Harrisburg PA 17108-1847 (717) 238-1731 Attorneys for Plaintiffs . 6 ,Cj$j3TIFICATE OF SURVICE I, P. Daniel Al//tland, Esquire, hereby certify that on this 2 day of ??i i_?G?a? ^, 1998, I served a true and correct copy of the foregoing Reply of Plaintiffs to New Natter of Defendant by depositing the same in the United States mail, first class postage prepaid, addressed as follows: Steve C, Nicholas, Esquire Nichoiae & Foremen 3207 North Front Street Harrisburg PA 17110 CLNCKNBR AND FRARBN P. Daniel Altland, Esquire 31 North Second Street P, 0, Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 I CLECKNER AND FEAREN ATTORNEYS AT LAW U NUMiN IN.-ONU 1111111:1 • HARRISBURG, PENNSYLVANIA 171o1 wu NANUW uV=N M.N Nn:nAII IRA L/YIN "" --- Ir nAN11 L K hANU ? l 1 Y 1 Ojos 1 1 ), tip NN10 , 111X111 FNAN. N 1;LANN --'-' ANNC N10AU1 FAA Iii/111 IR N401 UAVInL MNICAIN 1111IA111 L MNAUI 4AVLA0 4NULLN September 61 1991 nr cuvNln WILLIAM "AN[N Steve C. Nicholas, Esquire Nicholas 6 Foreman 3207 North Front Street Harrisburg, PA 17110 RE: Gingerbread Man? Inc. - Arthur G. Hruaw Dear Stevet MONTOOMCN/?.OUNTY OFFICC 'p FLOOR, LANCLANO MLOO Isis OLD YOIIN 1100t0 AYINOTON, MA 160*1 101011 ur 40011 FAA wINlisr 10311 We now know why we have not been told the amount required to reimburse your client for renews) of Eating Place Retail Dispenser License No. E-3384. My client spoke with Mr. Phelan on September 5, 1991, Mr. Phelan said the License is his, and he will not sign a transfer. He also said he has legal advice supporting his actions, r trust this "legal advice" was not provided by you. You will recall that the parties entered an Option Agreement on December 19, 1983 giving my client an exclusive option to purchase, wherein your client was paid $10,000.00 plus accumulated interest. The option period commenced on the date of the Agreement and continues until the PC.CB takes action to revoke the license. The Agreement also provides that Gingerbread Man, Inc, will execute any documents required to transfer the license, There have been zoning changes made in the Borough of Mechanicsburg which will enable my client to place the License and he intends to do so, Please let me know by September 11, 1991 whether Gingerbread Man, Inc, will retract its repudiation of the Agreement. If you no longer represent the corporation, I would also request I be so notified by September 11, 1991, so that we may pursue appropriate legal action. Very truly yours, CLECKNER AND FEAREN P. Daniel Altland PDA:sks cc: Mr. Arthur G. Bruaw. Jr. EXHIBIT ?_A_ MICNARO W CLECMNER M RANIEL ALTLANO OENNq J \NATTO ANN E RNOAo• RIUAMTL MNAOE. JENNI/CR L LEMMAN MARC 1 LEVIN. . AILO APMI71LD IN NLW J[MIIY CLECKNER ANo FEAREN ATTORNEYS AT LAW it NORTH BCCOND 6tREET M O Box 1140 NARRIaeURQ, PENNSYLVANIA 17104,1447 May 5, 1995 VIA PAX and FIRST CLASS MAIL Steve C. Nicholas, Esquire NICHOLAS & FOREMAN 3207 North Front Street Harrisburg PA 17110 RE: Gingerbread Man, Snc. - Arthur 0. Bruaw, Jr, Dispenser License E-3384 or Co1IN/kl WILLIAM /kA?kM ikLkRNOMk I/l/1 Eaill'IIJI /Ax I?, Ill /7R-MI1 Dear Steve; My client wishes to assign the Option Agreement pertaining to the above license. Our previous efforts to reimburse the annual renewal fees were rebuffed. My client remains prepared to reimburse those costs. Please telephone me to discuss this matter, Very truly yours, CLECRNNR AND FEAREN P. Daniel Altland PDAtlbd cco Arthur G, Bruaw, Jr r EXHIBIT r CLECKNER ANo FEAREN ATTORNCYB AT LAW 71 NDRn1 er.CONU 01,1(fa HARRISeUR01 PENNSYLVANIA 17101 RICHARD W CL[cANAA MICIIARL IRA LAVIN DANIEL ALTLAND 17171 a34.1731 IICNNI• J. UTATTO -.•--- ANN [ AHOAD4 AAA' 17171 ?7N•?A?I ITUARTL ANA" OATLA II. TANOL[a HOYCRT W. WACOCR RI CYUNOL WILLIAM FCARAN December 16, 1991 Steve C. Nicholas, Esquire Nicholas 6 Foreman 3207 North Front Street Harrisburg, PA 17110 NONTGOM90Y BOUNTY O771C[: NI FLOOR,LAARLAND DLOO- Is1e OLD YOIIA ROAD ANINOTONI MA 19001 1/141 NTAGIN 7AAt vul rn1OUJ? REt Gingerbread Man, Inc., - Arthur G. Bruaw7 Jr. Dispenser License Dear Stevet This letter shall confirm our discussions of December 10, 1991. It is my understanding that you have filed the renewal for the above license for 1992. I understand that you, of course, have no assurance that it will be renewed. As I explained to you, the Borough of Mechanicsburg amended its Zoning ordinance and also changed the various zoning districts within the Borough. The result is that the property owned by my client on East Main Street is now zoned commercial-general and will allow the property to be used as an eating and drinking place. I have met with the zoning officer for the Borough and have submitted a request for an interpretation of the ordinance confirming my position that Mr. Bruaw can eliminate the service station on his property and open an eating place. It looks very favorable based on my review of the ordinance and the standard industrial classification codes incorporated into the ordinance. Accordingly, my client would like to make a prompt filing with the Liquor Control Board for transfer of the license on a prior approval basis. r EXHIBIT 1 Steve C. Nicholas, Esquire Nicholas 6 Foreman December 160 1991 Page 2 Please communicate this to your client as soon as possible and let me know so that we can get the papers filed. I believe that the sooner we file this the better and it would also help in the renewal process. Please let me know the costs for the renewal application and I will promptly tender payment. Very truly yours, CLECKNER AND FEAREN P. Daniel Altland PDAtlbd cct Arthur 0. Bruawt Jr. Ir 1 I 1 1 I 1 1 r ? r 1 I 1 I I I I 1 I i I I I 1- I I . I I . x) k-M 1 I r I i I 1 ? .III I I.. il' I I /I rr 1?trl IIIr ]?1'"1111 III' r I I I il' I I I r..r ,;, 1111'.11 : 1111„ I,,,rul 11 •.I,.. t•r'Irr;' 1?,1 I. •Ilr,'! III ? I I:Ir,'I a•ilii 1•il I'I r111 '. 11, ? I r• 1. I'. 1,11!1 ? ? Ill i Ir 1,'''I : ,1 r !11111 r11111?'1111 it I' I'' 1.11111.. ' , r'1"•Il l.' I I', 1 it I1.,'S i _. I r .1{1:1 ?•I ?i1jl? ' 'll 1 - , lilt Ir! I , 1! t ul'1 11r?! 1 hf,lr Ii.... , i'('_h- I I!1'I?a-I. ,5, 1.1 ?'r r?l''I!I 1' ! 1, r liir.l.,l , i I I, rll'1 ;I 1 i 1 ?. 1 I .rl. 1'? t I,. 11 II'.1 /', '. II-I' I'.1?111 i.. r 11111 !!I1"-I Inl III 11 1. yll 11 1 11,E „? I r 1li'I 1 1, n,l ? ?? ?r• I I 1 r'. I. r.rla :'. 111.1 1'1 L;1 I?tlb I', 1 r: lrl ? ,II'1 il 111., I 1 ? 1? I '-L r II r?w 1 ,;, (?,?, A It.= I I I I ?? ARTHUR G. HRUAW, JR, and I IN THE COURT OF COMMON PLEAS OF CHICKEN GOODS, LTD., t CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs t t V. I CIVIL ACTION - EQUITY t GINGERBREAD MAN, INC., t Defendant I NO. 95-3538 EQUITY TERM ORDER QF COURT AND NOW, this `Iday of July, 1995, upon consideration of Plaintiffs, request for a preliminary injunction, a hearing is SCHEDULED for Monday, September 25, 1995, at 1130 p.m., in Courtroom No. 5, Cumberland County Courthouse, Carlisle, Pennsylvania. BY THE COURT, J Wesley Olen.', r., $ r . P. Daniel Altland, Esq. 31 North Second Street P.O. Box 11847 Harrisburg, PA 17108-1847 Attorney for Plaintiffs / e 7 L Gingerbread Man, Inc. 735 South Hanover Street Carlisle, PA 17013 Defendant trc I ' Ir II r i ?..,?? ... _. ..i,L,z:?:.:r!'w. .-» ?... y..Ny,. tom, Ili 't? ??,? ARTHUR 0. SRUAW, JR, and t CHICKEN GOODS, LTD., t Plaintiffs t t Va. t t GINGERBREAD MAN, INC., t Defendant t IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA NO. 95-3538 EQUITY TERM CIVIL ACTION - IN EQUI'T'Y R U L N AND NOW, this day of , 1995, upon consideration of the petition and the verified complaint in equity in this action, it is hereby ORDERED thatt 1. Defendant show cause in a hearing before the Court on 1995, at oIclock -, M. , in Courtroom at Carlisle, Pennsylvania, why a preliminary injunction should not be issued enjoining defendant from selling or conveying Eating Place Retail Dispenser License No. E-3384 to any person or entity other than Chicken Goode, Ltd. and its assignee; and 2. Plaintiffs cause copies of this Rule to Show Cause to be served upon all parties in interest at least _ days before the date of the hearing scheduled above. BY THE COURT t J. I t 1+ -.?r 1 I I , I . 43LECKNER AND R KAREN ATTORNIY/ AT LAW 01 NORTH /LCOND *TRtti P, 0. sox 11 04-P NARgI//URO PENNSYLVANIA 17I00.1047 JUL C X395 •-+•s.1.MWSM111YYY1rWUW?I. r.....'.... . r r A r I 1 I I 1 I I I I I I JI 1 I r 1 ARTHUR G, BRUAW, JR. and t IN THE COURT OF COMMON PLEAS CHICKEN GOODS, LTD,, t CUMBERLAND COUNTY, PA Plaintiffs t t NO. 95-3538 EQUITY TERM VS. t t GINGERBREAD MAN, INC., t CIVIL ACTION • IN EQUITY Defendant t PETITION FOR BXPRDITRD NBARINO FOR PRELIMINARY INJUNCTION Plaintiffs, Arthur G. Bruaw, Jr, and Chicken Goode, Ltd., by and through their undersigned counsel, petition this Court to schedule an expedited hearing, and pursuant to Pa, R.C.P. 1531, to enter a preliminary injunction against Defendant, Gingerbread Man, Inc., in the form in the attached proposed Rule to Show Cause and for the reasons set forth in the verified Complaint filed on June 30, 1995, Respectfully submitted, CLRCKMR AND FEARBN Byt P. Daniel Altland, Esqu re Attorney I.D. No. 25438 Marc T. Levin, Esquire Attorney I.D. No. 70294 31 North Second Street P. 0. Box 11847 Harrisburg PA 17108-1847 (717) 238-1731 Attorneys for Plaintiffs I, P, Daniel Altland, Esquire, hereby certify that on this f- day of ?,. 1995, I served a true and correct copy of the forego rig Petition for Expedited Hearing for Preliminary Injunction and Rule to Show Cause by depositing the same in the United States mail, first class postage prepaid, addressed as follower Gingerbread Man, Inc, 735 South Hanover Street Carlisle PA 17013 CI.EC1=R AND BSARBN By, _ ? -.u l (' P, D4neTl &EI and, E qu re 31 North Second Street p, o. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 I f 1 I I 1 1 I 1 1 ?? 4 I I A- 1 1 1 1 1 I ' 1 ! i 1 I i I I I 1 li I I ARTHUR G. BRUAW, JR. and CHICKEN GOODE, LTD„ Plaintiffs vs, GINGERBREAD MAN, INC,, Defendant t IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA ; NO, r CIVIL ACTION - IN EQUITY N01'ICE 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 defonses 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, Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, Pennsylvania 17013 N 0 T I C I A Le hen donlandado a Listed on In corta, Si ustacf quleru rlefendorso de ester demandes expuastas in Ins pnglnas slgLilontas, usted tlono vlente (20) dlas de plezo al partlr do la facho do In oscrlta o an parsona o por abogHdo y erchivnr on la corto an forma escrlta sus defonsas o sus ob)octlones a las domandas on contra do su persona. Sea avisado quo 61 usted no so defiende, In torte tonlara modidas y puede ontrar una ordan contra Listed sin provlo avisn o notification y por cualquier que)a o allvlo quo as pedldo en Is paticfon de domanda. Usted puado perdor dinero o sus propledados o otros derechos Importantes pars usted, LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTE, SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR' ELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SU PUEDE CONSEGUIR ASISTENCIA LEGAL. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, Pennsylvania 17013 ARTHUR G. BRUAW, JR. and IN THE COURT OF COMMON PLEAS CHICKEN GOODE, LTD, t CUMBERLAND COUNTY, PA Plaintiffs ; I N0, ('iY, 15'1) ,.r. T•..., vs. ; GINGERBREAD MAN, INC „ s CIVIL ACTION IN EQUITY Defendant. ; COMPLAINT AND NOW this ' [ "7 "A day of ?, 1995, the Plaintiffs, Arthur G. Bruaw, Jr. and Chicken Goode, Ltd., by and through their attorneys, Clerkner and Fearen, file the within complaint and in support thereof aver as follows; 1. Plaintiff Arthur G. Bruaw, Jr., is an adult individual residing at 1042 Mercersburg Road, P. 0. Box 277, St. Thomas, Franklin County, Pennsylvania 17252. 2. Plaintiff, Chicken Goode, Ltd., is a Pennsylvania corporation with its principal business address located at 1042 Mercersburg Road, P, O. Box 277, St. Thomas, Franklin County, Pennsylvania 17252. 3. Defendant, Gingerbread Man, Inc., is a Pennsylvania corporation with its principal business address located at 735 South Hanover Street, Carlisle, Cumberland County, Pennsylvania 17013, 4. On December 19, 1983, Plaintiff Arthur G. Bruaw, Jr. ("Bruaw") and Defendant entered into a written option agreement giving Bruaw, his successors and assigns, the sole, exclusive and 1' irrevocable right and option to purchase an Bating Place Retail Dispenser License, number E-3384 (the "License"), for the sum of Ten Thousand Dollars ($10,000.00) plus accumulated interest, A copy of the option agreement is attached hereto, marked Exhibit and made a part hereof. 5. The License is issued in the name of Gingerbread Man, Inc., and is in safekeeping with the Pennsylvania Liquor Control Board ("PLCB"). 6, The option period commenced on December 19, 1983 and only expires when (and if) the PLCB takes action to revoke the License. 7. The option was exercisable by Bruaw by delivering written notice to the Defendant and by payment of One Dollar ($1.00) from Bruaw to Defendant. 8. Pursuant to the option agreement, upon written notice and payment of $1.00, the Defendant agreed to execute whatever documents necessary to make application to the PLCB to transfer the License from Defendant to Bruaw. 9. Pursuant to the option agreement, Defendant agreed to take whatever action necessary, at Bruaw's request, to maintain the License in safekeeping status with the PLCB and all expenses incurred in maintaining such status were to be paid by Bruaw. 10. On June 13, 1985, Bruaw assigned all of his rights under said option agreement to Plaintiff Chicken Goode, Ltd. ("Chicken Goode"), for consideration of One Dollar ($1.00) plus other good 2 and valuable consideration, A copy of the written assignment is attached hereto, markers O',xhibit 01k111, and made a part hereof, 11. Since the execution of the option agreement and the written assignmenL, Plaintiffs have always been, and now are, ready, willing and able to comply with all of the clauses in the option agreement on their part to be kept and performed. 12, Plaintiffs have made numerous efforts to reimburse Defendant for the annual renewal fees required to renew and maintain the License in safekeeping, but all efforts were rebuffed by Defendant. 13. Plaintiffs remain ready, willing and able to reimburse those annual renewal fees to the Defendant, la, Bruaw's assignee, Chicken Goode, now has an assignee who is ready to place the License and make the necessary applications to the PLCB. 15. Chicken Goode's assignee is Salvatore Purpura and Sharon Purpura, t/a La Campana Ristorante. 16. In anticipation of exercising the option under the agreement, Chicken Goode and its assignee sent written notice to the Defendant on May 17, 1995 and formally tendered a check for the $1,00 option purchase price. A copy of the written notice is attached hereto, marked Exhibit "C", and made a part hereof. 17. Defendant has wholly failed to keep or perform its part of the option agreement. 18. Plaintiffs have no available, adequate remedy at law, 3 19, Plaintiffs will autfer irreparable harm if Defendant does not perform its obligations under the option agreement because pursuant to an agreement of sale between chicken Goode and its assignee, settlement of the transaction to sell and convey the license to Chicken Goode' s assignee must be made on or before :July 10, 1995. WHEREFORE, Plaintiffs pray: (a) that Defendant be enjoined, preliminarily, until final hearing and permanently thereafter, from selling or conveying the License to any person or entity other than Chicken Goode and its assignee; (b) that Defendant be ordered to specifically perform the option agreement and execute an Application for Transfer, Tax Certification Statement and any other documents necessary to make application to the PLCB to transfer Eating Place Dispenser License No. E-•3384 from the name of the Defendant to Chicken Goode's assignee. (c) such other general relief as may be just and proper. 4 ratedij-"?10I Respectfully submitted, CLBCKNRR AND NBARNN By l l AA klJa P. panel Altland, Esqu7re Attorney I,D. No. 25438 Marc T, I,evin, Esquire Attorney I.D. No. 70294 31 North Second Street p, 0, Box 11847 Harrisburg PA 17108-1847 (717) 238-1731 Attorneys for Plaintiffs 1 I I I, I I I ? 1 I 1 I I I 1 , i 5 0p'1'1-0N Acilth.I,,MF,N'I' THIS OPTION A01tEl',MENT In rondo t.hls 1"VYkduy of p 1083, by and brjtwoon OI:N0EHHI1EAD MAN, INC,, it I4e111sylvania Corpora- tion, hereinafter referred to ah ":,oiler", - A N U - ARTHUR 0, BRUAW, JR „ heroinaftor referred to as "Buyer", WHEREAS, Boller and Buyer have previously entered into certain Agreements for the Sale and purchase of Eating place Retail Dispenser License No, E-338.1; and WHEREAS, Buyer is now desirous of obtaining an exclusive option to purchase that said license from Seller, rind, Seller is willing to give such an exclusive option, NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do mutually covenant and agree as follows; 1. For and in consideration of the sum of Ten Thousand Dollars ($10,000,00) plus interest which has accumulated on a certain Dean Witter/Sears Liquid Asset Fund, Inc, Account No. 13517860, computed from August 8, 1983, until the date of this Option Agree- ment, lawful money of the United States of America, paid by Buyer to Seller upon the signing hereof, the receipt of which is hereby acknowledged by Seller, Seller hereby, gives and grants to Buyer, his successors and assigns, the sole, exclusive and irrevocable right and option to purchase at any time within the option period herein provided, upon the following terms and provisions of this EXHIBIT I Option Agruement, tho said ldttting Place Retail Disper?sur I,icense No. R-3384, 2, 'rhe Option Period above reforrud to shall ho the term commencing with the execution of this Option Agreement and expiring at anytime in the future when (and if) the Pennsylvania Liquor Control Dourd (PLCD) may take such action to revoke the said license. 3, The Seller agrees to cooperate fully to maintain the license in a current status and to take whatever action may be necessary, at Buyer's request, to keep the license current in safe- keeping. Any and all expenses which may be incurred in maintaining the license in the safekeeping status shall be paid by the Buyer. The Seller is not required, however, to reactivate the license in Seller's name to prevent; the PLCB from revoking the license. 4. Buyer acknowledges that the PLCB can revoke the license for a variety of reasons, all of which Buyer has discussed with his legal counsel, and therefore releases Seller from any and all lia- bility in the event the license, for whatever reason, is revoked, 6. The Option may be exercised by Buyer, its successors and assigns, during the option Period, by delivering to Seller, a written notice of such exercise in the manner and to the address provided hereinafter. 6. Upon exercise of the Option by Buyer, the purchase price shall be One Dollar($1.00) to be paid by Buyer to Seller, -2- 7, Upon oxerciHo of Lhe Option, tit) IIUV agrees to oxocuLU whatever documents may be ttocoNSary to make application to the PLCB to transfer the said FAting placsct RoLail D1NpUnser I,icensU No, 1i-338.1 from the name 0f tit() Sol ter to Chu Buyer, his MUCC eNNOrN and assigns, 8, Buyer agrees to tako whatever title to the said Eating place Retail Dispenticr License No. j-',-3384 Seller can give at the time of exercise of the Option and subsequont settlement following approval of the transfer by tile I)LICB, 9, The parties undorNtund that Seller has made application to the PLCB for extension of the renewal of the license term for Eating Place Dispenser License No. E-3384 for the term expiring on January 31, 1985. Seller cannot guarantee that the requested extension period shall be approved by the PLCB, nor is this agree- ment in any way conditioned on such approval. 10, NOTICES. All notices pertaining to this Agreement shall be received by the parties if mailed, certified mail, return receipt requested, to the following addresses: SELLER: GINGERBREAD MAN, INC, c/o Richard E. Phelan 735 South Hanover Street Carlisle, PA 17013 COPY TG' MSteve C. elman, Gekasc,lNicholas Esquire & Lieberman P, O. Box 902 3207 North Front Street Harrisburg, PA 17108 _3_ BUYERS Alt'I'llUlt ci, IIHUAW, .lit, 9632 Lincoln Way West P. 0, pox 277 St, Thomas, PA 17252 COPY To; P. Daniel Altland, Esquire Clecknor and Fearen 31 North Second Street Harrisburg, Pa 17101 The parties may change the mailing address by sending, by certified mall, return receipt requested, a notice to the other party of a change of address, Such new address shall then be sub- stituted for the above, 11, Seller warrants and states that at the time of the exe- cution of this Agreement, to its knowledge; a) 'there are no bankruptcy proceedings pending against it or contemplated by it; b) 'there is no execution levy pending against it or threatened by any creditors; c) There is no citation action issued or pending against it by the Pennsylvania Liquor Control Board, with regard to License No. E-3381 or any other license owned by it; except as set forth in Paragraph 9,(see Exhibit "A" attached) d) There is no revocation action issued or pending against it by the Pennsylvania Liquor Control Board with regard to License No. E-3384 or any other license owned by it, except as set forth in Paragraph 9.(see Exhibit "A" attached) Seller further agrees to notify Buyer within ten (10) days of the date of the change of status in any of the above matters. 12, The parties agree that the terms and conditions of any prior agreements between them are hereby declared null and void and of no further effect. 13, This Option Agreement is intended to inure to the -4 benefit of the parties horotu, and thou suucussurs, administra- tors as assigns, IN WITNESS WHEREOF; the partios horetu have hereunto set their hands and seals the day and your first above written, ATTEST; cc GINGERBREAD MAN, INC, BY L l y`? ;1 c hard E. Phelan, ec Linda e an, res nt WITNESS; c" 29&Q an el Ilan , Esquire Arthur, G, ruaw, Jr, Mtc ASSIGNMENT WHEREAS, Arthur G. Bruaw, Jr, entered into an Option Agreement dated December 19, 1983 with Gingerbread Man, Inc., a Pennsylvania corporation, for the sole, exclusive and irrevocable right and option to purchase a certain eating Place Retail Dispenser License No. E-33841 and WHEREAS, Arthur G. Bruaw, Jr. desires to assign all of his rights under said Option Agreement to Chicken Gooda, Ltd., a Pennsylvania corporations NOW, THEREFOREI BE IT KNOWN that, for and in consideration of One Dollar ($1.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Arthur G. Bruaw, Jr. has sold, assigned, transferred and set over and does by these presents hereby sell, assign and set over unto Chicken Goode, Ltd., its successors and assigns, all of his rights and interest to Eating Place Dispenser, License No. E-3384 under said Option Agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby, Arthur G. Bruaw, Jr. has set his hand and seal this ?4day of June, 1985. WITNESSc CLACNN911 A FRAAnl ARYNNII/ AT 1111 "MBURl. /INNOIYANIA ARTHUR G. RUAW, JR. EXHIBIT 1 ..B„ CONSENT TO ASSIGNMENT AND NOW, this OVA day of. ,Tune, 19851 Gingerbread Men, Inc. hereby consents to the foregoing Assignment of the Option Agreement from Arthur G. Bruaw, Jc, to chicken Goode, Ltd. IN WITNESS WHEREOF, Gingerbread Man, Inc. has caused this Consent to be signed in its name by its President and its corporate seal to be hereunto affixed, and to be attested by its Secretary, this 1220day of June, 1985. ATTESTr GINGERBREAD, MAN, INC. Secretary Pres dent ` ' , euCKNIN A IIARIN AmOMm AT 4A YHYUYVUr IIYYTYAFIA ' j , CLECKNER ANDFEAREN ATTONNEYS AT LAW 31 NOAT11 MCCONq DTIILCT N O 6178 UMa1 Nic N,ND W CL[cNN[N pENNBYLVANIA 17106.1047 HARRIGMURG N 0ANIK6 ALILANO , DONN'S J GHETTO ANN C NHOADS STOMI L MNAJF JINNIYPI L LOHMAN NMC I L[VIN 1 1 1110 .DNIT IID 1h NO* 4114[. May 17, 1995 Gingerbread Man, Inc, % Richard E. Phelan 735 South Hanover Street Carlisle PA 17013 Steve C. Nicholas, Esquire NICHOLAS & FOREMAN 3207 North Front Street Harrisburg PA 17110 REI Gingerbread Man, Inc. Raking Place Retail Dispenser License No. B-3384 D/ CDONOXL WILLIAN /CANKN - I[L[NHCNL 111/1 /.1 ?'11/I ML 11111 M Slp Dear Mr. Phelan and Stever As you know from my prior correspondence, my client has an assignee who is ready to place the license and make the necessary applications to the PLCB. In accordance with the exclusive option Agreement, you are hereby notified that Buyer and its assignee, Salvatore Purpura and Sharon Purpura, t/a La Campana Ristorante, hereby exercise the option to purchase E-3384, I enclose a check for the $1,00 purchase price, Pursuant to the Option Agreement, we expect Gingerbread Man, Inc. to execute whatever documents may be necessary to make application to the PLCB to transfer the Eating Place Dispenser License No, E-3384 from the name of Seller to Buyer's Assignee, Salvatore Purpura and Sharon Purpura, t/a La Campana Ristorante. E IEXHIBIT C', , May 17, 1993 Page 2 Please advise if Mr, Phelan's address is different than as stated herein. Very truly yours, CLXCKNXR AND YRAREN P, Daniel Altland PDAilbd cct A, R. Bruaw, Jr. J, Jay Cooper, Esquire Howard Ammons 1 I I , I I t I r I 1 1 I I I I l r I 1 I I 1 V3$IYICAT-L.9.._{'I I, Arthur G, Bruaw, Jr,, hereby verify and state that to the extent that the foregoing document contains facts supplied by me, they are true and correct to the best of my knowledge, information and belief] however, to the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification, I understand that false statements made herein are subject to- the penalties of 18 Pa.C,B,A, §4904, relating to unsworn falsification to authorities, Dater June z7 r 9s (,:,? l qt Arthur G. Bruaw, Jr. -? Individually and as President of Chicken Goode, Ltd. 1 1 i r 1 I I ? I i'd`yl I ARTHUR G. BRUAW, JR. and I IN THE COURT OF COMMON PLEAS OF CHICKEN GOODE, LTD., I CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs I V. s GINGERBREAD MAN, INC., i Defendant 1 96-2618 EQUITY TERM IN REt PURGE LIST ORDER OF COURT AND NOW, this 27th day of October, 1998, upon consideration of the purge list and Plaintiff's counsel P. Daniel Altland, Esquire, having indicated that he had mailed a petition pursuant to Cumberland County Rule of Procedure 228 to object to a purge of this case, and that the Prothonotary has apparently not found that petition, but that he will be filing a duplicate petition to protect the record at this time, the case will not be purged at this time. P. Daniel Altland, Esquire For the Plainiffs Gingerbread Man, Inc. Defendant, Pro Se Court Administrator's Office t lkt ( ...yy1 (I By the Court, I ?. 1 ?. I 1 1 I I I i I I i. '. I i ? 1 I 1 I I I ? I I 11 _ I? I I ?, ?.. f 1 ' I I I ? I 1 I I ' ' 1 r `, ' I i ? i i. I 1 I . ? ?, ? I ? I I ? II ' I ? 1 1 ' I ?. 1 ? i ?. i ' '' i I i I ' i 1'. I 1 1 ' 1 I I ? ' I 1 li 1 I I I I I: I I I I I I 1 II I lilil l'?I ? I I I ?; ?,'ll IL? ? ? ' I I atla:?p-CI3'llj u I? I. L f 1 I ?" I- lil I I ? i ? 1 1 1 I I 1 -I I I I II. 1 1 I? EJJ. , r " I I { I 7 I r 1 I 1 , 1 I I I q I (1 1 !1't? I r ; 1 1 I 1 , j.,. I? 1 r . 1 . ?i '. I f? I I I 1 4 II I 1 1 i 'I?.. 1 t II"( ?I• . { 11p N 1 I I I I '' I 1 Il y '?1 ' i :' r ? , 1 . . , '.I 1 I 1 1? 1k' I'? I 1 I," 11( 11 y( + rl( ( 1 ) ? k . ? 1 I r ?h 1 r?ll( ,? II III Yr ?I'1 sl ,I . I ? ( I ? y 11 I ' r _ I 'I L l i I t, r tl tlr t 1 '? 1 I?1 {I i I rl r 1 III ?I 11 11 f I I , l {d'?'G ?. 1 11 rll i' 1?1 "I)liyl ,III 1 1 Ill ?, ( ' i ? 1 1 r I ll- rl r I ) { I I 1 r 1 I II 1 ? I I f, (?!(11 'I 1'{ II i I,, 1 1 Kit, III 1 .q L_JI??} t 46 { I r I ',. ?k??K( MII ( ? 't I I 1 i' I f't 1 i F 11 i ' 1 1 {1 ?? 1 ?,A?, I . • 1 1111j ' 1 ?' I JI 1 I•' { a 1 ?f T?? ?? wv*xM w ?QUt?r - ': ?' I I ? ' 1 1 ? l (t r '?? t Irf ?l ?' ? I ,? . r ATTOMNRYR A7 LAW 1 I r 3. ` ? " 1 ? 7? +y+y 11 1`, t I 1' 1 rrl 1 1' l I , HARRIO4R01 /sNNRYLVANIA 17110.0090 .?? 1 1 Is$p' .. 1111 ?r r( rY1 i tL n r P, 0, WON solo* F?. L 14 I 1 11 f l I I. ?9? ?lt' 11 i 1 r , I I , t, I i II III 1? I?.r ik! 1 ?ii?. .r 9 ? •' 1 1 1 77 14?. .. r 'I rl I . . 1 1 1 1 ) fl I 1 r 1? ?y9 1 ? , r r r?., r. , r. L 9 i fl I k to r. 1 I I I I I I 1 r I i I 1 1 Ot. ARTHUR (I. BRUAW, JR. and I CHICKEN OOODE, LTD., Petitioners/I'IubttilTs , v. ; ONGERBREA.D MAN, INC„ Respondent/Del'endant IN'I'Ill{ C'OUR'T UP COMMON PLEAS CUMBERLAND COUN'T'Y, PENNSYLVANIA wq NO, 95-3529 EQUITY TFRM CIVIL. ACTION - IN EQUI'T'Y K ORDER AND NOW, this 29 I y day or - r n 1998, upon consideration of tha Foregoing Petition, it is hereby Ordered that, I, u Rule is Issued upon the Respondent to show cause why the Petitioner Is not entitled to the relief requested; 2. the Respondent shall the an answer to the Petition within 7-1 days of this date; 3. the Petition shall be decided under PaRCP No. 206.7; 4, depositions shall be completed within 3 S days or this date. 5, argument shall be held on the //-a day of f??n court room ,fat M. _ f! of the Cumberland Courthouse; and 6, notice of the entry or this Order shall be provided to all parties by the Petitioner, BY THE COURT. ' 1 114? 7 ??.n I L.. :IVh ?4 ?J.1 b.? ARTHUR Q BRUAW, JR, atul CHICKEN GOODE, LTD„ Petitioners/Plahntills V. (JINOERHREAD MAN, INC,, Respondent/Defendunt IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA 15 1' NO, 95-3".1311 EQUITY TERM CIVIL ACTION - IN EQUITY PETIT ON FOR ISSUANCE OF A RULF10 S110 , CAUSE WHY CASE SHOULD NOT TIE TERMINATE1) The above captioned action was commenced by Complaint filed June 30, 1995, 2. The Complaint arose out of an agreement between Plaintiffs and Defendant with respect to the transfer of an Eating Place Retailed Dispenser License issued by the Pennsylvania Liquor Control Board. 3, Plaintiffs, prior to filing of the within Complaint in Equity, had entered into an agreement with a third party to transfer and assign its interest in and to said license, 4. Defendant refused to execute the requisite transfer documents and, therefore, Plaintiffs were unable to complete the transfer and assignment of the rights unto the third parties, 5. The relief requested in the within Complaint was that the Defendant he enjoined from selling or conveying the license to any person or entity other than Chicken Goode and its assignee. 6. Based upon stipulation of counsel dated September 25, 1995, the Court, on September 25, 1995, issued the following order: IT IS HEREBY ORDERED that Gingerbread Man, Inc, is enjoined from selling orconveying Eating Place Retail Dispenser License No, E-3384 to any persons or entity other than Chicken Goode, Ltd., a MI 4 I i I I I I I I 1 II ? ' I I I I I' ? I I 1 II 1 ? I I I I ! I I I I ? I 1 I Pennsylvania corporation, or Its assignee, until ILrther Order of this Court. 7. Thereafter, Plubntifl's' ussignees instituted u civil action for danuges arising out of the within Plahnills' Inability to transfer and assign Its rights to the fluting Place Retail Dispenser License, Said action was docketed to number 96-5080 Civil 'terns. 81 Plaintiffs herein joined Gingerbread Man, Inc, as an additional Defendant in the aforesaid civil action, 9. Plaintiffs' ussignees settled their claims and executed a Release, leaving only Plaintiff's' claims against Defendant herein for disposition. 10, The foregoing action was listed for the September 1998 trial tern, but, when it was not reached, was continued by Order of Court to be listed specially for the November 1998 trial term. 11. The within equity action should not be tenminated because the Court entered an Order enjoining Defendant from transferring the subject Eating Place Retail Dispenser License to anyone other than Plaintiffs. 12, Until final disposition of the claims in the civil action, the within equity action should not be terminated because the record may be necessary for use in the civil action. 13. Until final disposition of all claims between the Plaintiffs and Defendant, the within equity action should not be terminated because the record may be necessary in order to enforce the injunction entered on September 25, 1995. -2- 14, me within equity action should remain open to enable the Order ol'September 25, 1995 to he modified to permit transfer ol'the license, if appropriutc, WHEREFORE, Plaintiffs request that the within action be removed front the purge list subject to the special call of the list an October 27, 19913 and that the within action not be terminated. Respectfully submitted, METTE, EVANS & WOODSIDE By: P, Daniel Altla nd, Esquire Sup, CL I.D. 1125436 3401 North Front Street P.G, Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Arthur G, Hruaw, Jr, and Chicken Goode, Ltd, DATE: to I ??? 98 I , I I I I -3. CERTUycAH, OF SERVICE I certify that I um this day serving u copy ol'the loregoing document upon the person(s) and In the manner Indicated below, which service satisfies the requirements ol'the Pennsylvania Rules of Civil Procedure, by depositing u copy of sume In the United States Mull ut Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows; Steve C, Nicholas, Esquire NICHOLAS & FOREMAN 3207 North Front Street Harrisburg, PA 171 10 William P, Douglus, Esquire 27 West High Street P.O. Box 261 Carlisle, PA 17013.0261 I I 16179,7 I ME'TTE, EVANS & WOODSIDE By; ?I j?'bet«C? 1 ?XGar.?? P. Daniel Altland, Esquire Sup, Cf. I.D. H25438 3401 North Front Street P.O, Box 5950 Harrisburg, PA 17110-0950 (717) 232.5000 Attorneys for Arthur G. Bruaw, Jr, and Chicken Goode, Ltd, -4- ?. i i r i ? ? ? 'i i i i I i i. ?, ? ? ? ?? ? i i i i ?. ? ? i ? ? ' ? ? ' ? ? ? - ? '? , ,T ? ,? / .? ? ' ? i ? i ?I ? i ? ? (1 iii ? i ? t 1 i i r i ? K? i ? U ? i i ? ?' ? . ? ' ?. i? ? ? ? ? I 1 I i. I I I i i li ' ? ' ? 1 ' ? •? :1%!t' 1 it I '.', IQ?I Ifll4 ,k rlr llt'?'. Il,a 11h} 11 'l n¢krl rr',')k tl IAv?ll'?1 1„It"IA ?I? r 1 ' II?.1 tt r . , `? t I?It??l?? 1?111!? 1?? ?' rl?i'dlk(tt I" ? 11 /4rir I I rt 1 ! I i1 1+ 'II t: 1 XiftJ k#yAIL r?l tk,? II Stld 'trttl S, I?i, .I? ll?l t 17llvr?ll.,,rt { n + :n It Ir r .r (11r s, :;t , ,rl?,. 1 I f?? t??t a? r p I t - a?, It. ?1il kt I Irl, 1 Ltt F+ I ' rem:,. i T ?f 6r r Ir I 1 1- I 1'1? i .rr 1? !!l 11 iil tt°' a 4 I 1 E, r???l ?1 {A_t 1 I 1 .1 1 `, b r '? H11 ,tl , ?,, II n n t ??t ?? :?p? ? ?, Ihl 1{ , 1 ,. j I, {rlfA lT iv f {II II 1, '?f 1 r I..?r ?Ir t. i dr , Ire,l. '!r I)tl tI? r,l I' 1. •I i',I ,'' (Lkl l? It a?n 4i? k1II,1 r 1 ,1 r ?'.?.rf iu 'i Ir 1 f[h,l X111 `t ?k l?11 1. I ' ' '1. 1r {p ? ?'v r r ?I,. I d III ? {! t r 1' ' i ?,' ? r I I ,1 _ r r s 1 Ilyd { . I I? I !' i Y't 1'I rl. I) l? i? 11 1 l 1 I If ly4tl4?tl..' I'Sk?Yll 1 {' t 1 ', ? 11 ti' ' In 7 i l ?r1{4Er`E? ?1'I r :' 41 ; 1 ? , ? M`n1sMMw %r ww lit?ttlll r jl 1I , ? -I NA11?IN!Mt ?RNM?W.VANIA HIIO?O??b ' ?.? ' ,tall ?IiN S'h' ?+ I7BI ?t11 i.11 , II I I I. 'Nv 9r MMID?O ? lul ?1 f Ir ?'F iil'?I?i?f v.. LU a tseabb , 11? ? , rGr ?`'r???? 1 k 1 9t l t71' I? h -.1' I b r . "I, i' hl??t ?t a ,l 1 . Il ;l ; ° ,I t ? I 'IAA II ft??d I It, r ? I ' 1 ' ?m ARTtIUIt O. BRUAW, Jit, alld IN TIIE COURT OP COMMON PLEAS CIIICKI-N UOODF, LTD., CUMBERLAND COUN'T'Y, I'etltiuncrs/I'luhulll's PENNSYLVANIA V, NO, 95.3538 EQUI'T'Y TERM GINGERBREAD MAN, INC., CIVIL. AC'T'ION - IN EQUI'T'Y Respondent/Delendant ORDER AND NOW, this 3 day of or ?, 1998, upon consideration of the attached Motion for Rule Absolute, it is hereby Ordered that; The above captioned case is hereby removed train the purge list for which the special call of the list was held on October 27, 1998, 1 BY THE COURT; N ?a r 1 pp? ?? yY 1 I I 1 I I. 1 I I ? I I I I l r I I I l I I I r I I I I ARTHUR O. BRUAW, JR. and ; CHICKEN GOODE, LTD., Petitioners/Plaintiffs : V. CHNOERBREtAD MAN, INC,, RcspondenUDclendant , IN T11C COURTOf COMMON PLHAS CUMBERLAND COUN'T'Y, PENNSYLVANIA No. 95-3538 EQUITY TFIRM CIVIL. ACTION - IN EQUITY MOTION TO MAKE RULE ABSOLVIE 1. The above captioned case was Included on the purge list subject to the special call of the list on October 27, 1998, 2. Counsel I'or Plahnill's• tiled a Petition t'or Issuance of a Rule to Show Cause Why the Case Should Not Be "Terminated, 3, On October 27, 1998 Your Honorable Court issued u Rule to Show Cause Why the Petitioner is not entitled to the relief requested granting respondents twenty-one (21) days to file an answer, 4, Twenty-one (21) days have expired and Respondent has not filed an answer to the Rule, -2^ WHEREFORE, Inovunt requests that the Rule be trade Absolute and an Order entered removing the case Ibtn the purge list, RespectllLlly submitted, MET -F, EVANS & WOODSIDE By: P. Duniel Altlund, Esquire Sup, Ct, I,D, 425438 3401 North Front Street P'O' Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Arthur G. Bruaw, Jr, and Chicken Goode, Ltd, DATE: 00VEn•6ew- 25? {C119S 1 1 , I 1 1 I I 1 I li I I , r .3. CERTIFICATE OF SERVICE certify that I ton this day serving a copy ol'the foregoing document upon the person(s) and In the manner Indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same hn the United States Mull at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Steve C, Nicholas, Esqufre NICHOLAS & FOREMAN 3207 North Front Street Harrisburg, PA 17110 William P. Douglas, Esquire 27 West High Street P,O, Box 261 Carlisle, PA 17013-0261 MErrE, EVANS & WOODSIDE By; /1 1' !{ 6VL411/1 atta ?) P. Daniel Altland, Esquire Sup. Cf. LD, H25438 3401 North Front Street P.O. Box 5950 Harrisburg, PA 171 10-0950 (717) 232-5000 DATBt 0tNc-"dv' 2.5 199b 165795 1 Attorneys for Arthur G. Brow, Jr. and Chicken Goode, Ltd. P I r I r '1 i I ' r. ; ?,. r . . I I I r ?, ?, I I I ' '. I I ? ? I ° i l ` I I Yl r ,.r? 1 ? ' '. r 'r ?,) II ?' 1_1 I rr? i f i 11 ?. f I I ? I i I ? ' 1 '.y •1 . 1111 1 rl I I r r I I 1.. I 1 I r I' ? I it i 1 r I r r 1 i ? r j r I r I ? ?. 1 ? ?. I I' I . r r r I I r ' I r ? ARTHUR G, BRUAW, JR, and CHICKEN GOODE, LTD„ Plaintiffs V. GINGERBREAD MAN, INC „ Detendant t IN THE COURT OF COMMON PLEAS OF t CUMBERLAND COUNTY, PENNSYLVANIA t t t t EQUITY ACTION t t t t No, 95-3538 WITHDRAWAL .9E_AP.PEARAII9H TOt Curt Long, Prothonotary Please withdraw the appearance of Mette, Evans & Woodside, by P, Daniel Altland, Esquire, as counsel for plaintiffs Arthur G, Bruaw, Jr, and Chicken Goode, Ltd, The appearance of Keefer Wood Allen & Rahal, m,p, by Charles W, Rubendall II and Brenda L. Gacki, has recently been entered on plaintiffs, behalf, Respectfully submitted, METTE, EVANS & WOODSIDE Datedt April 2000 By 1, h?J 614???1 r P, Daniel Altland I.D. It 25438 3401 North Front Street P. 0, Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 URTIPIDATI9N_6kiRVICE I, Charles W. Rubendall II, Esquire, one of the,attQrneys for plaintiffs, hereby certify that f have served the foregoing paper upon counsel of record this date by depositing a true and correct copy of the same in the United States mail, first-class postage prepaid, addressed as followst William P. Douglas, Esquire Douglas, Douglas & Douglas 27 West High Street P. 0. Box 261 Carlisle, PA 17013-0261 KEEFER WOOD ALLEN & RAHAL, LLP By Charles W. Rubendall II Datedi April/I, 2000 ARTHUR G. BRUAW, JR, and MICKEN GOODE, LTD., Plaintiffa V, GINGERBREAD MAN, INC „ Defendant t IN THE COURT OF COMMON PLEAS OF t CUMBERLAND COUNTY, PENNSYLVANIA t t t t EQUITY ACTION t t t t No, 95-3516 PRAECIPE_ F.OR_ENTRY_. OE_APPIEARANCE Tot Curt Long, Prothonotary Please enter the appearance of Keefer Wood Allen & Rahal, LLP, by Charles W, Rubendall II and Brenda L, Gacki, on behalf of plaintiffs Arthur G, Bruaw, Jr, and Chicken Goode, Ltd, A single copy of all items sent by your office to the attention of Mr. Rubendall alone will be satisfactory. Datedt April A_, 2000 rl G Z? I ?- KEEFER WOOD ALLEN & RAHAL, LLP -r By- - Charles Rubendall II I,D, It 23172 Brenda L. Gacki I,D, It 75912 210 Walnut Street P. O, Box 11963 Harrisburg, PA 17109-1963 717-255-0010 and 255-8037 Attorneys for., plaintiffs 7?L?a.t? ???. urn-u'' OAATI@LChTA_9T .BAAVICA I, Charles W, Rubendall IT, Esquire, one of the attorneys for plaintiffs, hereby certify that 1 have served the foregoing paper upon counsel of record this date by depositing a true and correct copy of the same in the United States mail, first-class postage prepaid, addressed as followst William P. Douglas, Esquire Douglas, Douglas & Douglas 27 West High Street P, O. box 261 Carlisle, PA 17013-0261 KEEPER WOOD' ALLEN & RANAL, LLB 6y "vv Charles W, Rubendall TI Datedt April 3 , 2000 I I I . I - ,. I ? I I. i i . I I I ('? i'1 rr1! .. i I r Ii I -' I '• ? , I ' I ? ? ? '' ?. ? _ I n I I I I i ' ? .. ., I I I I I - ? _ f I I ? ?. i ? " I i i i. I I I i i ?. I i I i I ? ?. ?. ' ? i ? .J ?. i 1 i I ARTHUR G. BRUAW, JR. & CHICKEN GOODE, LTD., Plaintiffs Vs. GINGERBREAD MAN, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : EQUITY ACTION NO. 95-3538 PRAECIPE TO WITHDRAW APPEARANCE TO THE PROTHONOTARY: Please withdraw the appearance of Keefer Wood Allen & Rahal, LLP by Charles W. Rubendall, II and Brenda L. Gacki. RESPECTFULLY SUBMITTED By 6OR C CHARLES W. RUBENDALL, II, ESQUIRE I.D.# 23172 KEEFER WOOD ALLEN & RAHAL, LLP 210 Walnut Street Harrisburg, PA 17101 (717) 255-8000 Date: 741-10 CERTIFICATE OF SERVICE The undersigned hereby certifies that, on the date below he served a true copy of PRAECIPE TO WITHDRAW APPEARANCE, on the person listed below, at the address set forth, by First Class United States Mail: WILLIAM P. DOUGLAS, ESQUIRE DOUGLAS, DOUGLAS & DOUGLAS 27 W. High Street P.O. Box 261 Carlisle, PA 17013-0261 RESPECTFULLY SUBMITTED, By: CHARLES W. RUBENDALL, II, ESQUIRE I.D.# 23172 KEEFER WOOD ALLEN & RAHAL, LLP 210 Walnut Street Harrisburg, PA 17101 (717) 255-8000 Date: Q "7.T ?'.,' ?1? - ?'7? - f y ? ' . t. ?? _I ,. . ; -_ ?f ': 7 .. _. __._ __..1 . ?. ? _.. .. :?.? 1 ,{ ?, ARTHUR G. BRUAW, JR. & CHICKEN GOODE, LTD., Plaintiffs VS. GINGERBREAD MAN, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA EQUITY ACTION NO. 95-3538 PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance as counsel for Plaintiffs Arthur G. Bruaw, Jr. and Chicken Goode, Ltd. in the above-captioned matter. _ANTHONY ON, ESQUIRE I.D.#25497 407 North r t Street P.O. Box 1 027 Harrisburg, PA 17108-2027 (717) 232-0511 DATEJ U - d-3 CERTIFICATE OF SERVICE The undersigned hereby certifies that, on the date below he served a true copy of PRAECIPE FOR ENTRY OF APPEARANCE on the person listed below, at the address set forth, by First Class United States Mail: WILLIAM P. DOUGLAS, ESQUIRE DOUGLAS, DOUGLAS & DOUGLAS 27 W. High Street P.O. Box 261 Carlisle, PA 17013-0261 B I.D.#2549 407 NortStreet P.O. Box 12027 , ESQUIRE Harrisburg, PA 17108-2027 (717) 232-0511 DATE: ?--6 } ? 5,,...? (? . ?"" CsJ '?e ,? ?_ ? .. ,7 ? ??. _?, .) -. a ?..?