HomeMy WebLinkAbout95-07386
~\~;',).H
~'.""~
~~Y'r:,
1;/;\',
PL;,;
>~ '0 .
J.,~.. ,'J
"Aj
t'?~
.
'I
if
. oil
--;;
" . "-
>~
.~
J
ji
....9
~
r-
ARTHUR KOUVELIS and
COLLEEN KOUVELIS
I
I
I
I
I
I
I
I
IN THE COURT OF cOMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
plaintiffs
v.
CIVIL ACTI~ - LAW
No. (j I) - J 5'(/ ( " I 1~9.95
r l... -
ADEL L. RIZK, t/d/b/a RIZK
ENTERPRISES, 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 fail to
do so the case may proceed without you and a judgment may be
entered against you by the court without furth~r 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
CUMBERLAND COUNTY COURTHOUSE
ONE COURTHOUSE SQUARE
FOURTH FLOOR
CARLISLE, PA 17013-3387
PHONEI (717) 240-6200
NOTICIA
Le han demandado a usted en la corte. Si usted quiere
defenderse de estas demandas expeustas en las paginas siguientes,
usted tiene viente (20) dias de plazo al partir de 1a fecha de la
demanda Y la notificacion. Ueted debe presentar una apariencia
escrita 0 en persona 0 por abogado Y archivar en 1a corte en forma
esorita su defensas 0 sUs objeciones alas demandas en contra de su
persona. Sea avisado que si usted no se defiende, 1a corte tomara
medidas y puede entrar una orden contra usted sin previo aviso 0
notificacion Y por cua1quier queja 0 a1ivio que es pedido an 1a
petioion de damanda. Usted puede perder dinero 0 sus propiedades
o otros derchos importantes para usted.
LLEVE ESTA DEHANDA A UN ABODAGO IMNEDIATAMENTE. SI NO TIENE
ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO,
VAYA EN PERSONA 0 LLAMA POR TELEFONO A LA OFICINA CUYA DIRECCION SE
ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR
ASISTENCIA LEGAL.
COURT ADMINISTRATOR
CUMBERLAND COUNTY COURTHOUSE
ONE COURTHOUSE SQUARE
FOURTH FLOOR
CARLISLE, PA 17013-3387
PHONE I (717) 240-6200
ARTHUR KOUVELIS and
COLLEEN KOUVELIS
IN THB COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v.
CIVIL ACTION - LAW
No. 1995
ADEL L. RIZK, t/d/b/a RIZK
ENTERPRISES, INC.,
Defendant
COMPLAINT
AND NOW, oomes plaintiffs, Arthur Kouvelis and colleen
Kouvelis, by their attorneys, Metzger, Wickersham, Knauss & Erb,
and makes olaim against the Defendant as folloWSl
1. Plaintiffs, Arthur Kouvells and Colleen Kouvelis are
adult individuals residing at 2327 Chestnut street, Camp Hill,
Cumberland county, Pennsylvania 17011.
2. Defendant, Adel L. Rizk, t/d/b/a Rizk Enterprises, Ino.,
is an adult individual residing at 6347 North Powder Horn Road,
Meohaniosburg, cumberland county, Pennsylvania 17055.
3. On March 15, 1995, the Plaintiffs, Arthur Kouvelis and
Colleen Kouvelis, as Sellers, entered into an Agreement of Sale
with Adel L. Rizk, t/d/b/a Rizk Enterprises, Inc., as purchaser,
for the purohase of all that certain tract of real estate with
improvements and equipment known as the Linglestown Lodge at 4301
Linglestown Road, Lower Paxton Township, Dauphin county,
Pennsylvania 17112, a oopy of which is attached hereto, marked
Exhibit "A", and made part hereof.
4. Settlement on the transaction contemplated by the
aforesaid Agreement of Sale, attached hereto, marked Exhibit "A",
and made part hereof, was held on May 24, 1995.
5. Said Agreement of Sale provides that the sum of
$10,000.00 would be held in escrow by John H. Broujos, Esquire,
attorney for Defendant, until resolution of alleged unpaid
indebtedness of Plaintiff. The parties agreed to the payment
therefrom of $7,150.00, leaving a balance of $2,850.00, payable to
Plaintiffs.
6. Said Agreement of Sale also provides that the sum of
$25,000.00 would be held in escrow by John H. Broujos, Esquire,
attorney for Purchaser, to secure performanoe by Seller of
Paragraph 10C of the Agreement of Sale providing, inter AliA,
"Seller, ... shall have the existing advertising billboard and
support structure, inoluding foundation, completely removed from
the premises within ten (10) days after final settlement, whioh
oondition Purchaser may waive by notice to Seller not later than
thirty (30) days after date of execution of this Agreoment,
whereupon title to the billboard and structure shall pass to
Purohaser. The security set forth in Paragraph 10F shall secure in
esorow the performance of this obligation",
7. On or about April 27, 1995, Arthur Kouvelis, Plaintiff,
oommenced aotion in ejectment against Midstate communications
- 2 -
corporation, Defendant, in the court of Common Pleas in Dauphin
County, Pennsylvania, at No. 1785-S-1995.
8. On or about June 27, 1995, Midstate communioations
corporation, Defendant, filed Answer with New Matter,
9. On July 12, 1995, Arthur Kouvelis, plaintiff, filed Reply
to New Matter.
10. On numerous occasions since May 24, 1995, the Defendant,
Adel L. Rizk, t/d/b/a Rizk Enterprises, Inc" while demanding that
the Plaintiff remove the sign, was negotiating with Midstate
Communications corporation a lease to permit the billboard to
remain upon the premises, whioh negotiations were confirmed by the
law firm of Fenstermacher and Associates, attorneys for Midstate
communications corporation, by letter dated November 20, 1995, a
oopy of which is attached hereto, marked Exhibit "B", and made part
hereof.
11. By reason of the continuous negotiations since May 24,
1995, with Midstate Communications corporation, the Defendant, Adel
L. Rizk, t/d/b/a Rizk Enterprises, Inc" has waived all provisions
of the Agreement of Sale dated March 15, 1995, with respect to
removal of the billboard and also with respeot to holding in esorow
the sum of $25,000.00. Further, the oonduct of the Defendant, Adel
L. Rizk, t/d/b/a Rizk Enterprises, Ino., did not constitute dealing
in good faith as required by commeroial standards of conduot
between Seller and Purchaser.
- 3 -
12. Having learned of the continuous negotiations and conduct
of the Defendant, Adel L. Rizk, t/d/b/a Rizk Enterprises, Ino.,
since the date of settlement on May 24, 1995, and by reason of the
conduct of the Defendant, Adel L. Rizk, t/d/b/a Rizk Enterprises,
Ino., and the waiver of the provisions of the Agreement of Sale,
Plaintiffs have demanded the return to them of the amount
$27,850.00 held in escrow by John H. Broujos, Esquire, but the
Defendant refuses to authorize return of said amount and will
convert said escrow funds to his own use.
WHEREFORE, Plaintiffs, Arthur Kouvelis and colleen Kouvelis,
demands judgment against the Defendant, Adel L. Rizk, t/d/b/a Rizk
Enterprises, Ino., demands return of $27,850,00 and judgment in the
amount of $27,850.00, together with interest and oosts of suit.
Respectfully submitted,
METZGER, WICKERSHAM, KNAUSS & ERB
(/ i(_ (,
BYI /'/n'll ( '" t ktttl
R06ert{ E.' 'letter, Esquire
P.O. Box 93
Harrisburg, PA 17108-0093
(717) 238-8187
Attorneys for Plaintiffs
Dated I Deoember 22, 1995
- 4 -
. .
LJ
lureement of i>111e
/. ---"\v.
This Ag,.ement II made Ilrls 2 day of Mcurlr, Nlneleen Hundred and Ninety FlvB (199j),
By and between Arthur and Colleen Kouvells, husband and wife, of 2327 Chestnut
Street, Camp Hili, Pennsylvania 17011, and Arthur Kouvells of Camp
Hili, Inc, hereinafter referred to as SEIJ..ER
AND
Adel L. R1zk, tld/b/a R1zk Enterprises, Inc., or his uslgns, of 6347 N.
Powderhom Road, Mechanicsburg, Pennsylvania 170SS, hereinafter
referred to u PURCIlASElt
WllnellBth:
Seller Is the owner of all that certain tract of real estate with Improvements a'ld equipment
known as The Llnglestown Lodge, as situate thereon, and more fully described In Bxhlblt A
and Bxhlblt D attached hereto, and desires to sell the samo to Purchaser, and Purchaser desires
to purchase sBld real estate from Seller; and
Arthur Kouvells of Camp HlII, Inc. is the owner of the restaurant liquor license (Number TR-
16418) and amusement license and lessee of the restaurant business; and
The parties have negotiated certain terms and conditions of their sale and purchase of said
real estate which they desire to document by these presents; ,
NOW, llmRBFORE, in consideration of these presents and the mutual promises, terms, and
conditions set forth herein and intending to be legally bound hereby, the parties mutually
agree as follows:
I
I.. Seller agrees to sell, grant, and convey unto Purchaser, and Purchaser agrees to jl
purchase, buy, and accept the conveyance of all that certain real estate premises more fully set
forth in a certain description thereof allached hereto, marked Exhibit A and the usets of the
business kllown as 'Ole Linglestown l.odge as shown on Exhibit 8, including list of all
equipment on the premises by item, incorporated herein by reference thereto and herein
collectively called Real Estate. Purchuer assumes 1I0ne of the liabilities or contractual
undertakings of SeIler, Copy of survey of the premises is 811ached hereto. Inventory of food
and operating supplies shall be maintained at present levels to date of selllement. Within
I seven (7) days after execution of this Agreement. parties shall take inventory of the
I
Exhibit "^"
.'
.'
equipment.
2. Purchaser promises and allrees to pay Seller tho sum of $940,000.00 as tho full
purchase price and consideration for Real Estate and business, hereinafter called Ilrice, with
$SO,OOO of Price allocated to PALCD Liquor License.
Sald amount shall be payable as follows:
A. $SO,OOO.OO upon execution and delivery of this Agreement, receipt of which Is
hereby acknowledged by Seller; which amount shall be held by Seller's allorney as escrow
agent, In an Interest bearing account escrow account, to provide a return of at least S% In a
money market fund, similar to IDS, to be used for the purchase of the above referenced
Liquor License, with release of the funds in accordance with this agreement. This amount
also shall constitute the earnest money for the purchase of premises. Any Interest earned on ,
these deposits will be credited to the Purchaser at the time of final selllement as called for
herein; and
D. TIle balance of price, to wit: $890,000.00, to be pald to Seller In cash at the
time of final selllement as scheduled and provided in Parallraph 3 hereinbelow.
3. Pinal selllement of this transaction shall be held at Recorder of Deeds Office, Dauphin
County Courthouse, Harrisburg. Pennsylvania, within twenty (20) days after both approval by
LCD of transfer of Restaurant Liquor License and commitment of mortgage loan by bank, but
In no event later than the ISth day of Iuly, 1995, at 10:00 AM o'clock, prevalllng time, at
which tIme:
A, The parties shall adjust the taxes and charges for public utllitias and municipal
services on Real Estate as provided for in Paragraph 4 hereinbelow.
D. Purchaser shall pay to Seller the balance of the Price as required under
Paragraph 2 hereinabove.
C. Seller shall tender to Purchaser a properly drawn and ~uly executed deed to
convey a good and marketable title in fee simple and such as may be insured by a reputable
title company, with covenant of special warranty, free and clear of all liens and encumbrances
except (but subject to) (1) all rights-of-way and easements, visible upon Inspection of Real
Bstato or of prior record, (2) building and use restrictions of prior records, (3) and contract
with outdoor advertising company; copies of which documents arc allached. (4) the rules and
regulations, classifications, and restriction~ of any zoning or other land use ordinance,
resolution, or statute applicable to Real Estate.
D. Seller shall deliver possession of the Iteal Estate to Ilurchaser.
4. A. All real estate taxes on Itealllstate for the respective current tax years of the
taxing authorities shall be adjusted and prorated between the parties as of and 10 the dale of
final selllement as scheduled and provided in Paragraph 3 hereinabove, with each party
.'
paying to the other the apllortioncd amount of lax prorated to such party's owncrship of Rcal
Estate based upon the tax year(s) of cach such govemmcntaltaxing body.
n. nle periodic chargcs, rcnts, or fces of all public utili lies or municipal services
providing services to Reall!statc shall be adjustcd and prorated betwcen the partics as of IIIld
to date of linal settlement, with cach party paying to the oilIer or the billing cntity, as the case
may be, the apportioned amount of such charges, rents, or fees, the apportioned amount
prorated to such party's ownership of Real Estate based upon the respective billing period of
each servicing entity.
5. The partlas agree to pay equally all realty transfer taxes which may be Imposed upon
the conveyanco of Real Estate at the time of linal selllement, Seller to pay one-half and
Purchaser to pay one-half.
6. Seller assumes the risk of loss to IIIlY improvements on Real Estate by lire or other
casualty until final selllement as scheduled and provided in Paragraph 3 hereinabove, agreeing
to maintain adequate insurance for risks of lire and casualty on such improvements, and
agrees that improvements shall remain In substantially their present condition until date of
final settlement, reasonable wear and tear under the circumstances of Sel1ers use of Real
Estato being excepted. Subject only to the foregoing, Purchaser has the right to conduct an
inspection of the premises within twenty (20) days of date of this agreemcnt by contractors.
No later than the 30th day after date of this agreement, Purchaser shall submit to Seller a
report with a list of any deficicncles in construction. Sel1er agrees to perform the repairs or
work required to correct the conditions set forth in the report in a sum not to exceed
$10,000.00.
7. If Purchaser shall fail or refuse to make linal seulement as required and scheduled
hereinbelow, Sel1er may cancel tllis Agreement and retain the Eamest Money paid hereunder
as liquidated damaglls, in which event Purchasers rights hereunder shall cease and terminate
and Seller shall have the right to furthcr own and dispose Real Estate free of any right of
Purchaser thereto or therein, or altcmatively, may take action at law or in equity.
8. If Seller should fall or refuse to make linal settlement as required and scheduled
hereinabove, Purchaser may cllllcel tllis Agreement and require the reium of the Eamest
Money paid hereunder, along with any interest accrued thereon, in which event, tile rights or
the parties herein and hereunder shall cease and tenninate, or altematively, Purchaser may
take action at law or in equity, including specific perfomlance.
9. TIlls Agreement Is contingent upon tile Purchaser obtaining conventional mortgage
financing of $640,000.00 at a maximum rate of 9.5% for 20 years and receiving a
commitment in writing within sixty (60) days of the date of this Agreement. If a commitment
in writing is not provided to the Seller within sixty (60) day as aforesaid, then Purchaser shal1
have a right to declare this Agreement null and void and the down payment shal1 be retumed
to Purchaser, along wilh any interest eamed thercon.
10. 11lis Agreement sholl also be entirely conllngent upon each of the following happening
, . .
on or before the dato of settlement:
A. AIl documentation shall bo timely completed to effectuate the transfer of tho
above referenced restaurant Liquor L1censo. l'urchaser and Seller shall share equally tho costs
of fees relating thereto; and ,,,I -\0 ') \ I ,: ,\.'
\I...I',~"" 0 ",,".""IA~vr a.N\"'I'I,...U\'CV. Q "t',{l~O \~'\r .o~", ~ n'\~'l'"
D. SeIler shall obtain, at their expense,AVri"en certifications from Mobil and DER.~.d:/
satisfactory to Purchaser, stating that the property Is Wider acceptable remediation and can b~"
conveyed under tho appropriate laws and regulations of the Commonwealth of Pennsylvania, B.::-'?--
together with an agreement with Mobil, satisfactory to Purchaser, to include Purchaser and C({...
Assignees as party benoficiu:/, whereby Mobil, at Mobil's cost, agrees to remove any ?
contamination, poIlutants, toxins, and other substances found on premises in accordance with
the requirements of the governmental agency or agencies exercising jurlslilction over the
premises and over tho environmental conditions thereon caused by the acts or omissions of
Mobil or any other party; to provide for business interruption as a result or the remediation
and other processes, including damages both direct and indirect arising out of the remediation
process, including those arising from partial or total excavation; and to indemnitY and hold
harmless Purchaser and his successors and assigns from all claims, causes of action, and suits
Including direct and indirect costs and legal fees; and further including payment of costs of
review, consultation, and counseling by environmental and legal counselors; arising as a result
of the environmental conditions of the premises.
C. SeIler, representing that they are either owner of or have contractual right to
require removal, at their expense shaIl have the existing advertising billboard and support
structure, including foundation, completely removed from the premises within ten (10) days
after final settlement, which condition Purchaser may waive by notice to Seller not later than
thirty (30) days after date of execution of this Agreement, whereupon title to the blIIboard and
structure shall psss to Purchaser. TIle security set forth In Paragraph 10(1) shall secure in
escrow the performance of this obligation.
D. Purchaser, at his expense, shall obtain any and all permits deemed necessary to
operata a restaurant business on the premises; and
E. Purchaser, at their expense shall obtain structural and sYstem inspections of the
premises, as set forth above.
F. Seller, after the date of selllement called for herein, at not cost to Purchaser,
.haIl remain on the premises to provide managerial, supplier, and operational inronnation to
Purchaser's satisfaction, for eight hours per day for a period of fifteen working days, in
addition to providing at least thirty (30) days prior to the date of selllement, a list of
suppliers, maintenance contracts, operator's manuals, and other warranty and maintenance
infonnatlon. TIle amount of $25,000.00 shall be held from tho Seller's proceeds at selllemcnt
to secure this performanco, to be held In escrow by John H. Droujos, to bo released upon tho
consent of both arties. in tho eventth~seller refuses to perform Ihis obligation ~anY time,
sat amount s la e paid to Purchaser liquidated damages for said non-perform ceo 111e
parties shall interpret these duties to be p rformed in good faith in tho spirit of COOl eration
, I ,~, I' '/. \ r
0>/- v..' "e. ,I", '~(l(t/,f ",{r: ,.) q I. ""\ ') & JJ.A \" ,
, )..::J............~ [ . ....'G.f\ "C\ ,e<
~~..rP~ (J.,I-'" \.}., \ l' .
',~Y~_ ( lJ .h, (I'-~ ,'\-cO<..
~.~ '\ \II'" ,< \
,t ,,"I
,
and mutual respect with relation to the business, the customers, and the employees.
In the event that any of the above conditions arc not met and Purchaser does not waive
compliance therewith, then Purchaser shall have the option to declare this Agrllement null and
void, in which event the Purchaser shall receive a refund of all money paid as hand money
together with interast thereon. In the event of failure of SeIler to perform any tasks required
under the above conditions, Purchaser shall have the right to bring an action at law or equity.
11. REPRESENTATIONS
A. As a result of improvements made to the premises in 1994 or at any time, all
claims, debts, and obligations to contractors, subcontractors, suppliers, labor, and materialmen
have been paid and there are no balances due for any of the work performed on the premises
at any time. Stipulation against liens and/or release of liens was obtained or filed for all
work.
B. For work and improvements made to and for use of premises, all required
federal, state, and local permits and authorizations were applied for, obtained, and complied
with.
C. Premises and operations thereon comply with all requirements of Department of......-:? ~
Labor and Indust!}', Department of Health, and other government agencles.....Jj- ~
, .....--:: C'",^~1\..>.M \ -N: \1 \<'
D. Except as otherwise stated in this Agreement. Seller has no knowledge and has ~
no reason to believe of the existence of any contatffiiiCiit: industrial waste, poIlutant, toxic or
hazardous waste, or any substance of any kind or character, stored, processed, disposed of. or
discharged directly or indirectly into tile environment in such a manner as to incur present or
future liability for the Purchaser or the property under any applicable law or government
regulation or into any sanitary sewer collection or treatment system excepting conformity with
the requirements of all applicable laws, rules, regulations, and valid permits. Neither SeIler
nor tile property have at any time been the subject of any government investigation or
proceeding pertaining to the use. storage. processing, transportation or disposition of toxic or
hazardous waste or any other substance or materials which has been determined to be
hazardous to human health under any applicable law or govemmenta1' regulation, witll tile
exception of tile Phase I and n studies referred to herein. TIlere are no underground storage
tanks for gasoline, petroleum products or other substances located on the premises, except one
tank of 257 gallon capacity, originally used for heating fuel, now unused, empty, cleansed by
machine, and sealed with concrete, for which permit Is obtained or is represented as not
necessary. Seller has indicated that there Is a remediation plan for which DER will issue a
certification, concerning underground gasoline or other storage tanks fomlerly at this location.
E. All restaurant and other equipment on the premises owned by Seller are free
and clear of all liens and encumbrances; and in the event that any equipment is subject to any
lien or lease, Seller will pay the balance due thereon and trnnsfer and convey the property to
the Purchaser by 11111 of sale free and clear of all liens and encumbrances.
,
...
F. 111e premises are and can be served by municipal water and sewer.
G. TIle premises and the conditions and use thereon do not violate any federal or
state law or local ordinance or regulations. Seller has received no notices of assessments for
water and sewer, curbing or other municipal Improvements or any violation of any federal,
state, and local law, ordinances and regulations.
12. WOOD INFESTATION. Within twenty (20) days of execution of this Agreement
Purchaser may, at Seller's expense, obtain a Wood Destroying Insect Infestation and Resultant
Damage Report, in fonn customary in the area, to determine whether there is wood
Infestation. and shall promptly deliver the report to Seller. If the report indicates that
evidence of active infestation, Seller shall immediately take measures to treat the infestation
and/or repair damage.
13. RADON. Within twenty (20) days of execution of this Agreement, Purchaser may
have the premises inspected for radon by a certified inspector. Purchaser may waive their
right in writing, and accept the property without an inspection. Purchaser shall deliver the
test report within thirty (30) days after the date of this Agreement. If the test reveals the
presence of radon at or below 4 picocurieslliter, Purchaser shall be deemed to accept the
property and to release Seller from any and all claims, losses or demands, including personal
injuries, and all of the consequences thereof, whether or not now know. which may arise from
the presence of radon. If the test report reveals the presence of radon in excess of 4
plcocurieslIiter, Seller, at Seller's cost, shall remediate the condition immediately.
14. COVENANT NOT TO COMPETE. Seller agrees not to engage in the restaurant, bar,
food service, or eating place business for a period of three (3) years within an area five (5)
miles of the business location, as owner, employee, partner, shareholder, or any other interest.
15. FICTITIOUS NAME. Seller represents that the name TIle Linglestown Lodge has not
been recorded as a fictitious name and conveys all of his right, title, and interest to the use of
such name and agrees not to use the name without the wrillen consent of Purchaser.
16. SELLER'S REPRESENTATIONS. Seller represents:
A. TIlere are no contracts of employment either verbal or wrillen with any
employees or with any firm to provide employees, including any commitment to retain, hire,
or contract for services with any employee and Seller has filed all necessary withholdlng,
social security, unemployment, insurance, and payroll taxes with respect to employees in the.
business.
B. All creditors have been paid in full, except for current deliveries and accounts
up to the date of selllement, which Seller agrees to pay and that Seller is not in default with
respect to any creditors, Seller agrees to comply with the provisions of the Bulk Transfer
sections of the Uniform Commercial Code, where applicable; Seller shall Indemnify and hold
harmless Purchaser from IDlY and all claims and for liability imposed upon Purchaser for any
noncompliance with the provisions of the Uniform Commercial Code.
.
...
C. Seller wilI from the lime of execution of this Agreement until date of
settlement continue to operate the business in a professional mannerj maintain the same menu
and quality and quantity of food and beverage service; maintain tile same number of
employees as existing at the lime of execution of this Agreement; and otherwise ensure that
the transition of the business from Seller to Purchaser proceeds as smoothly and efficiently as
possible.
D. Seller is the oWller and operalor of the premises. Purchaser is purchasing no
interest in any corporation, the stock or oWllershlp thereof.
B. There are no violations of the liquor laws of the Commonwealth, including
fines, suspensions, or other limitations or encumbrances; and SelIer has received no notice and
bu no information or reason to believe that there is any charge considered, pending, or filed
with respect to the restaurant liquor license.
IN WlTNBS~ WIillREOF, TIlE PARTIES bind themselves, their heirs, executors,
administrators, successors and assil!1ls as witness their hands and seals the date above written.
ATIBST:
ARTIillR UVELlS OF CAMP HILL, lNC,
Q/IJt.:Jl"~
~&-
b-C'
df
By
Arthur Kouvelis
~ ~. .",0:'...
.
Colleen Kouvelis y
~~
\:
:
'!' ..
" ~
\i ,Ii
"
.. I
.
. ;:,I{lJ 111'
.:. /.,!~ u ~I
..~ ~ c :M' U; I
:~ I. I
.1.,
~'I' .
\
"j
:..t"; ,
,', I'
. ':
.
.. t .
.I
I! J'i t i
!IjfJ~
lJ..tJj
{("I'il;
i " r I '
B~J~ 1
!J'J~aJ
~ 'd I J I
, D g ! ! U j
'~Jfnll
J n 5 i r
!
He J
i ! I I
: B 8 B/
ili~'.f
a J J 8
J i J
I,f if
~~!,( i
j'il1i I!
~hi Iii
J d i
to
ITEMIZED LIST OF PROPERTY
INCLUDED IN SALE OF BUSINESS
Number.
llem
1
1
2
2
1
1
1
1
1
2
1
1
1
2
1
1
1
1
1
1
1
1
1
2
1
1
1
1
2
2
2
1
2
1
1
1
2
14
B4
11
2
20
24
B
22
Walk-In Cooler
Walk-In Freezer
Take-Out Beer Coolers
Ritz Refrigerators
2-Door Freezer
1,200 lb. Ioe Machine
Hobart Buffalo Chopper
Univex 60 qt. Mixer
Glass Cooler
Beer Coolers
19 ft. Exhaust lIood
Broiler
B ft. Grill
Gas Fryers
10-Burner Oven
Conveotion Oven
Steam Table
9 ft. Stainless Steel Shelves
19 ft. Stainless Steel Working Table
Salad Bar Unit
Bread Warmer
Bread Storage Box
LaRosa Pizza Working Refrigerator
Coffee Makers
Toast Maker
Microwave Oven
Dish Washing Machine
4 Keg Beer System
Cash Registers
Stainless Steel Working Tables
Dish Carts
Storage Cabinet
Sinks
Hot Water Heater
Waitrees Station
30 ft. Shelves
Sinks in Waitress Station
Dining Booths
Dining Chairs
Booth Tables
Waiting Benches
Oining Room Tables
Bar Stools
'l'ables
Chairs
9
" ts ,I
.~
.
3
3
22
1
1
1
1
200
Booths
Banquet Tablee
Chairs
Copier Machine
Desk
Sofa
Waitstaff Paging System
Settings (Diehes, glassee , silverware)
Kitohen
Mixer Stereo S~stem
All food inventory at time of settlement.
Liquor inventory will be traDeferred separately at'
aast ae direoted by the PALeD.
.
.~
( (
Mid~Lnto Communicntiono corporat~o"
off-Premiae sign Location LOUDO
Landowner
Name .Tames & Carol A, caati 110
Mailing
Address 4301 LinQlestown Road
city, state
, Zip_Jlarrisburq, Penna, 17112
sign Location
Address fiftmn
city or
Township
I.ower. Pnxton
county &
stato
Pauohin ct'Y.. Pa.
Phone
( 717 \ 545-7764
-
sign Size
" lIeight_12'1I x 24'W x 40'lIiQh_
Ih. ebove II.ted property owntr(h.r.lnolt.r r.l.rrtd to .. "L...or") h.r..by I..... to Hld.t.t. coonunlc.tlono Corp,(h.r.lnolt.r
rollrrtd I... "l......)opoc. on th. .bov. d..crlbed "Sign Loe.lIon' lor th. l.....'. w. lor pl.c_nt 01 on oll'pr..I.., odvertlol",
dovln( rolerred to wllhtn thl. .gr....nt .. ".Ign").ond!or II1V oth.r I.g.I w.lllI.. .ctlvltv In '~rI 01 lo..or'. bullllI..
Kttvltl... Ihl. L.... firovldo. L..... wllh th. right 01 Illllr... and .gre.. to Ih. 111lI'l. Ih. l...or .gro.. to 9ront lo.... ..chalv.
lA.ol th. propertv lor Off"r_l.. .cIvtrthlng purpo... lor th. t.1'lI ollht. .gr"llIIIt, "'Icli 11111 be. l'Iltl.I .Inl_ ptrl"<l 01
111I (10) yo.r. .t on atnlII r.t.ol r 1200,00 . Ihl. -..t I. to be pold ~thly. In .dv.nc.. b.ulmlng lmodl.t.ly ~
coopl.tlon 01 tho tlllllll.lIon 01 Ih. .Ign Ilruetur.. IhI. l.... I. not .IbJ.ct to unc.lllllon or r.vl.lon ellrl", th. Inhl.I tOI'll
of th. I.... wIth out Iho wrltlen cona.nt 01 both portl... l...or h.r.by .tl..t. and conll"", Ih.t h./lh.y .r. Ih. ownora of Ih.
plopeny do.crlbod obov. ond conlrol Ih. right. 01 I",r... .... .,r... 10 Ih. "lIgn' 1.1I1... .poclllc.II\' nottd on IhI., .,ro_1 or
.n'cMllllI. l...or ,rlllt. l..... llrot option 01 r.n.wol 01 thl. .grolMllt lor Ih. contlnu.d u.. 01 th. Sign ,,,,,.tl... I.f'l'1
....Irollon 01 tho Inltl.I I.no for on .ddltlon.1 I.n y..r t.llI. l..... .,ro.. 10 hold l...or h.l'lIh.. Ir~ .ny lIobll If It. ", Lt...o',
u.. 01 th. II", loclllon I...ed h.r.ln and conllr. Ih.1 Il.blllty lor tho pl.c...nl, ..Int.none. .nd U'. 01 Iho 1"''PIr'r ~11l be
th. l.....'. r..pon.lblllly. Lo..or gronll L..... th. right to provld. I",r... for .hctrlc.1 pow.r to tho Sign I..,otlar,. .,01 .gr...
not 10 111I1.11 or .r.ctll1V wlldl", or I""rovo..nt ""Ich 11111 abacur. th. .Ign IrOOlth. .dJ.cont ro.dw.y, In 'h. .v.nt 01 obuructl..,
01 Ih. vl.lblllly 0' th. .Ign IrOOl th. ro.dIl.y by bru.h or v"'lItlon, l..... I. her.by gr.lll1d Ih. right to trl. or r_ th.
~tructl.. ve,.t.tlon.
In th. ovont of dof.ult 0' thlo .gr.....llt by .Ith.. porly. . thirty d.y "curo" porlod 11111 be .1I01l.d, Motle. 0' d.llult. by ollh.r
p.rty, ..I be In wrltlllll ond Ih. "curo" porlod will begin ~ thl p.rtl.. roc.lpt 0' notlc. 01 d.llult. It 10 thl !.IIdorot....I'"
0' both port I.. th.t por th. pr...nt I.w. In .ffoct thl. .gr....nt ..y be r.cordtd with th. .pproprl.t. authority but nc.d nut be
rocolded 10 be blndl", 'or th. .bov. d..crlbtd t.r. or 'or tho rolllw.1 option to be v.lId. In th. .v.nt of O.v.......nt Ictlon or ..Jar
chontl' In tr."lc rout... which c.u.. L.....'. u.. of tho II,n loc.tlon to be .Ub.tontl.IIV dl.lnl.htd or 1.II1'lIlul, L..... .111
h.v. Ih. right to cone.I Ihto l.... IIlth thirty (]O) d.y IIrltlon notice to th. l...or. Upon t.l'lIln.tlon or ..plr.tlon 0' th. l.....
lo..or ,rlllll l..... Mllllty (VO) d.y. to ....,v. .ny I""rov_nll..trueturo. or .cc...orlo. which l..... h.. pllc.d on L...or'.
properly. It I. .gr.ed th.t .11 equlpoont. .Ignt. .nd I""rov_nt. ..d. on th. l...or. property by L..... .r. th. prcperty 01 th.
l...... .... .r. to r...ln th. prop.rty 01 th. L..... It th. uplntlon 01 thl. or ony ron.w.I .gr.....nt,
l...or h.r.by If'lr.. end .gr... th.t no Id..rtl.lng which I. coopltltlv. or conlllctlng to L...or. bu.III... or bulln..... will be
dl.pllyed on thl .1," loe.ted on hi. property, Ir..ch 0' thl. portion 01 th. .lr.ODInt .h.II be con.ld.red JUlt CIU.. 'or l...or
to d-.ll.nol..tlon 01 th. l..... 'hi. .g.....nt .h.1l not be binding """" .Ith.r puty In th. .v.nt thll perOllnlon end po,..11I
.r. nol ,renled by th. opproprl.t. r.,ul.tlng .uthorltl... or until .I,nod end .cc.pt.d by both L...or and l..... or lh.lr '.lhorlled
.glllll. Iy th.lr .Ignotur. below both p.rtl.. corllly .nd .,r.. th.t th.y .r. th. l.g.1 owner or r.pro..nt.lIv. Iccordlnglv. Ihll
.,r_tl. to be blndlllll "",,".11 .uec...o.., ...I,n., ...cutOrl, h.lre end r.p....nt.tlv.. 01 tho partl.. Involvtd for th.OJrotlon
of thll end .11 ronew.1 .gr.eoent..
Now therefore having read the above considerations and conditione, both partiol>
aoknowledge their agreement and commitment by the placomont of their signatures
below.
I
oignodl'
Datol
Date:
t1A~
/
Lessor I
es & C
Loaaeol
signedl
PO 00. 6029
Ilarrhburo, flCfVl,l. 11112-0029
I~lon. 17111 652.3234
fo. (717) 652.4653
. ._,.....,.. ~I- ,.
.
,
(
(
~
Midstnte communications corp.
Addendum
to "Off-premise sign Location Loase"
I'
Due to the require~ent by the parties for further clarification or revisions
to their "OU-prem1oe Sign Looation Lease" this "Addendum" is provided to add
additional information, conditions and olarification. '
Referenoes to "Lessor, Lessee, Lease and sign" will continue and refer to the
original "aU-premise sign Looation Lease" and it's nomenolature.
Now Therefore:
Due to Lessor's requirement of, and Lessee's agreement to provide Lessor with
'advertising services, instead of cash compensation for the "Lease" agreement,
the parties agree to the following.
Having read the above considerations and oonditions, both parties aoknowledge
their agreement and commitment by the placement of ~heir signatures below.
Leissor:James & :aro(~ irBl}~o'
S gned: , ',L.I,../' l..........t~L{. .7 Signed:
J_ c..t 0 I a.
" t
signed: (1.. a!
C.r. A. C,aU
{/ ~~
t.
a.
J.
4.
s.
6.
7.
e.
Date:
, '.
In th.......t L....r whh.. t. ...relnthl. apt Ion t.lII. LII"". adv.rtl.lng ..rvlclI h. will notlfv LII....t IIU .btv
cao) dava In advanc. .f hi. Inllndod III. dat..
LOll.. will provide Lo...r with .pac. on.... .f LII''''. thirty .h..t pa.t.r panal. (.""r.. .h. 1Z'hlvh by Z4'wldel f.r
ana IDnth, for ..eh !hr.. (31 .-nlh. th.t L....r walvol e..h pr~rty r.nt.1 c"",,"",.tlon.
upon rac.lpt of notlc. fr.. L...or .f hi. wl.h t. odYortl.., L..... will pr.par. . II.t .f .11 loc.tl.... .v.ll.bl. f.r
nl. froll "'Ich L...or .y chao.. . loc.lIon .r loc.lIano f.r hI. un, 'hi. lI.t will be pr..onted t. LoII.r with, In
twnly (201 dava,.f L...or'. rl<pllll. '..
L....r wilt be ro.panolbl. f.r pr.vldlng th. paoi.r papar "'Ich I. t. be IllIt.llod on hh eh..on dl.pl.y/.. ,..t.r paper
.uot be tn L.....'. pa.....lon .t I...t ton (101 dava prl.r t. th. .thtduled In.t.ll.tlon dat.. L..... will .rder and
provide pa.t.r papor, .t hi. noMOlI r.t.., If L....r provld.. L..... with comer. r..dy .rtwork .t I...t thirty d.va In
edwonc. of Inot.llIlIon dll.. L..... will provide L....r with .rtwork and pall.r paper, .t pJll hhed "no....I. r.t.. If
L...or provide. L..... .t I..u f.rty.flve (45) dayo advanc. not Ie..
L....r wlllaccr'JI credit f.r thl. ..",Ie. .tth. Inception .f 11th Clltnd.r U.n. to D.c.) vear. C,edlt will be .""lIed
__nil L.....'. L.... pa)Wf111 .. th. ..",Ie.. or. provided. , ,
L..... will pr.p.r. . .tpar.t. .gr.eoanl f.r thl. exchong. "'Ieh will It..l,e and comply wllh .11 tenos II.ted In thl.
.~ within twenty (20) dive of nollfle.tlon of L....r'. wl.h t. e.ercl.. thl. aptlon.
L...or .gr... to III. thl. ..ehang. for hi. per.anal bullne.. or promotions only, .nd .gr... not to r...II, trld..r
..chong. L.....'. .1",le...
In th. .vont L...or whh.. to purehln .dv.rtl.lng .pac. or III. .ny' of L.....'. ..rvle.. beVond tho.. provided for by thh
..chong., L..... .gr... to provld. th.lr 1I",le.. .t eox of th.lr 1101'11II1 .nd .ppllclbl. pWlhhed roll..
.
Hld,IU. COITJ1U'1IUllo", corpor'llon PO Bo. 6029 Hlrrhburv, rl. 11112, Phone C1111 6~2'1234
.
.---....,
. ,
..
. ,
,"
....
, .
RJshta-of.way sranted to PP~L
Misc. Books:
814.544
R.7.352
S.7.377
Buoment sranted to Bell Telephone Company of PA
MIlO, Books:
R.7.283
H.9.325
S.7.377
Roadway easement
Deed Book:
H.26-441
II-'U-~J II,U'nPl r~vln rcll..t1I1II\IIClb^~~U\,
IV U~~~ 10
ruuuuU'
HMIJI.u..o oma
... UWCClW ITaDT
IWWlIUM 'A 17111
C71n U'...IO
~r/
P.N......R:HAf1nIllR AND ^""O(ll A'" 11I8
ArrORII1YS ^,~D COUl/mOll ^T l^W
UU lAIT UINOLI lOAD
MlCHANICSI~ PUlNmVMM Il055
OCL\1I CITY oma
I' MY ...VllIIlI
OCL\II CITY. IIJ oua.
l80tl "..1411
17171 88.,"00
nuCO'IU. 17m .11....1
II.\U a. lIW.Y
OIlJCT IlML 17171 II..""
_ IIl/IIII\YA"'" IoU.
PUAK ..........D 1'01
C I "^aP-lS1I1JG cmc:l
':ll ~1IlCSIUJ.C: omt1
1 IIXU./j CITY oma
DICTATED NOT READ
November 20, 1995
aobect E. Yetter, Esquir~
Metzger, wickersham, Knauss & Erb
111 Market Street
Harrieburg, PA 17101
RE: Kouvelis v. MidState
Dear Bob:
Thank you for yours ot Novumber 15, 1995. It i8 ctill
my understanding that my client and Mr. Rizk are negotiating a
leftR8 for the billboard. I have not seen a final draft of the
proposed Lease, but am aware of the terms that are causing thu
delay. It is also my understanding that HidState has provided
curtain ssrvices to Hr. Rh:k, which would create, at this point,
some oral agreement and obligation between the two.
I apologize in not kuaping you updated, and not
providing a good deal of information at this point. However, an
unfortunate family matter has necessitated me being out from the
office since last Wednesday, and will most likely keep me out
until after Thanksgiving. However, I have apprised John
Fenstermacher of tho mattor, and fOAl free to contact him if
necessary.
sincerely youra,
FENSTERMACHER AND ASSOCIATES
D '- ",,,,,,, '.......... /
Yl "}I r/~., " ..-r, 1....."",,(;-
Hark K. t::mory S''''(.
smc
VIA TELECOPIER
CCI Midatato Communi
l~xhibil "11"
....~. I!'
,
.
SHERIFF'S RETURN - REGULAR
CASE NOI 1995-07305 P
COMMONWEALTH OF PENNSYLVANIAI
GOUNTY OF CUMUERLANO
KOUVELIS ARTH~l ET AL
VS,
RIZK AOEL L ETG
STEVE Will ST\.&Ji
CUMBERLAND County,
, Sheriff or Deputy Sheriff of
Pennsylvania, who being duly sworn according
to law, llUYS, the within COMPLAINT lias Dll'rved
upon RIZK AOEL L T/D/B/A RIZK ENTERPRISES INC the
defendant, at 1015100 HOURS. on the -1ih day of January
1996 at 5347 NORTH POWDER HORN ROAD
MECHANICSUURG, PA 17055 ,CUMBERLAND
County, Pennsylvania, by handing to ^DEL L. RIZK
a true and attested copy of the COMPLAl1iL__..
and at the same lime directing I:lila. attention to the contents thereof.
Sheriff's Coetsl
Docketi ng
Service
Affidavit
Surcharge
10,00 So ansllers I // ~
6, 16 ~k.t:""i''''''':'''~
. 00 1-..:..
2.00 Ir.I'nomas Kl1ne,-miel"if(
.26. 1brlETZOER WICKERSHAM KNAUSS ERB
01105/1996
by ~~~ll~-~----
Sworn and subscribed to before me
this 10 c:- day nf~~1H?_._______
19~__ A.tl.
"--'~!-:cJk!=.M'oJl~~'t'if'y!IJ~1fI-'- --
.i _ :'#fl:\:i~>"""",,,_"-~,_-';o
.. ~"iN'lio't~~t[l~
YOU ... HIRII. HOTI,III:I to ,,,UD TO
tMI iNCLOIlD PI.IAPI"O waHIM
tWINt.,. ,to. DAVI 0' ""VICI Nlbo,
0" . D.rAULT IUClaN."T MAY..
~'."." ,oU.
I .,.......
.11 ......'b'~b~1It lZiu,
.. .
.
.
tI
.
.'
,l
.~
o
IIAOUJ08. QII-,",OV ,. HOU8tON. P. O.
Art..""... AT I.Aw
.. ....",.. .....avt.. .'I1I.OT
CAR\.II\.It, "ItNNIV\.VANIA 1701'
1.171 ......01.. ....'..a
"
H
. .
ARTHUR KOUVELlS and
COLl.EEN KOUVELlS,
1'lalntIff.
v
I IN TilE COURT OF COMMON PLEAS
I CUMBERLAND COUNTY, PENNSVLVANIA
I
I nOCKET NO. 95.7386 CIVIL TERM
I
I
I
I
I CIVIL ACTION. LAW
ADEL L. RIZK, tJdlb/a RIZK
ENTERPRISES, INC.
Defendant
A~SWE!{ TO COMPLAINT
AND NOW, comes Defendant, Adc1 L. Rizk, by his ottorncy, Broujos, Gilroy & Houston,
P.C. and sets forth the following Answer to the Complaint:
I. Admitted.
2. Admitted and denied, Admittcd that Defcndant resides at 6347 North Powderhorn
Rood, Mechanicsburg, P A 170 I J. Denied in this IInd in nil subscqucntllvemlents that
Defendwlt is prescntly dba Rizk Entcrpriscs, Inc.; on the contra!)', thc business subject of this
complaint Is owned by MDR Enterpriscs, Inc.; Adel L. IHzk is not doing husincss os Rlzk
Entcrpriscs, Inc.
3. Admitted nnd dcnicd, Admitted tllRt Dcfcndont cntcred into IIn Allrecmcntof Solc on
March I~, 199~ with Arthur and Collccn Kouvclis thr thc purchllsc of ali thllt ccrtaln tract of
rcal cstatc with Improvcmcnts and cqulpmcnt at 4301 Linglcstown \lond, Lower Paxton
Township, Dnuphlnl'ounty, PA 17112,
4, AdmittcLI.
5. Admlttcd.
6. Admlllcd. Howcver, In addlllon to Ihal provision, Paragraph 10 F rcqulred scllcr to
"remain on the prcmises to providc managerial, sUJlplicr, and operatlonallnlomlallon 10
Purchaser's salisfaction, for elghl hours Jler day for a period of HOeen working days, In
addllion to providing al least Ihlrty (30) days prior 10 Ihe dole of selllement, n list of
supplicrs, mainlcnancc contracls, operator's manuals, and other wOlTanty and maintenance
inforrnallon. The amount of $25,000 shall bc held from the Seller's proceed at selllcmentto
securc this pcrfomlance . . . In the eventthut Seller rcfuses to perfonn this obligation at any
IImc, said amount sholl be paid to Purchaser os liquidated damages for said non-perfonnancc."
Seller failed 10 provide thc speclHc cnumerated services and infomlalion os required by
Paragraph 10 F.
7. Admilled.
8. Admilled.
9. Admillcd,
10. Denied that on numerous occasions since May 24, 1995, Defcndant negotlatcd with
Mid-State Communications. On Ihe conlrary, for over four months Defendant demanded that
the Plaintiffs remove the sign, intended that the sign be removed, WId did not negotiate with
uny party for use of the sign. Admilled thut commencing on or nbout September 1995, since
Plaintiffs did not remove the sign, Defendanl consldercd the opllon of entering into nn
agreement with the owner of the sign. Admitted thuton or nhout Dcccmher 15, 1995,
Dcfendant, hnving reevnluated his position, cxecuted nn agreemcnt with Mid-State
Communications Corporation 10 ho\'c the sign rcmaln on the prcmlscs.
II. Denied thutthcre were continuous negotiations since May 24, 1995, with Mid.Statc
Communications Corporation. Admilled that on or ubout Scptcmber 1995, ncgotlations began
with Mid.Statc Conll11unleotions Corporntion, aller PlulntiOS, ignoring repcatcd demands,
failed to removc thc sign. Dcnied thut Dcfendunt wuivcd provisions of thc Agrccment of Solc
with rcspeetto rcmoval of thc sign and holding 0 sum in cscrnw. On thc contrary, Plaintiffs
ore obligatcd to Dcfcndunt for substantilll damages for Illilurc to rcmove thc sign within ten
days after final settlcment, which took placc on MIlY 24, 1995, in accordance with the
agrecmcnt. The failure of Plllintill's to remove the sign timely cuused Defendant great
inconvenicnee and expense, as more fully set lorth in Ncw Mullcr. Dcnicd thlltthc conduct
of Defcndant did not constitute dcaling in good fuith, On the contrnry, Dcfendantut 011 times
acted in good faith. It was the Plaintill's who failed to uct in good faith hy timcly removing
the sign as agrced in the Agreemcnt of Sale,
12. Denied that thcre wus wllivcr of any provisions of the Agreemcnt of Sule and that
there was anything improper in the conduct of the Dclcndant by dircct allcgation or by
implication. On the contrary, Defendant did not waivc any provisions of the Agreemcnt of
Sole or act impropcrly. Admillcd that Plainlill's demand cd rctulll of the sum of $27,850.00.
Dcnicd thllt Dclcndant refuscs to authorizc rcturn of 011 of sllid Ilmount. Dcnicd that
Defendant hilS convcrted cscrow funds to his own. On thc contrnry, therc hilS been no
conversion of escrow funds.
NEW MAnER
13. Defendant sutlcred substantial damagcs as thc rcsult of thc intcntional und wllll\ll
failure of Plaintlfls to removc thc sign wilhintcn duys, os ugrccd in thc Agrecmcnt of Salc.
14. Contrary to moving thc sign within tcn days, Plaintiffs pcnniUcd thc sign to remain on
the premises for ovcr tiJur months, rcfusing to rcmove the sign and causing substantinl
anguish, unxicty, nnd inconvcnicncc to Dcfcndant.
1 S. Defendant madc very clcar in his Agrecment of Sale and subsequcnt correspondence
with PlaintitlS that he desired thc sign rcmoved bccnusc hc considcrcd thc sign unsightly Ilnd
unbccoming of a commcrclal institution of thc calibcr that Dcfcndlll1t intendcd to operute, nnd
cxpcndcd substanlinl funds.
16. Immcdiatcly atthc timc of Plnintifl's' fnilurc to rcmove the sign within tcn dnys nnd
thcrcafter for scvernlmonths, Dcfcndant expcndcd timc and eflort contacting potcntinl
contractors to removc the sign und incurrcd Icgal expcnscs for cOllnscl conccrnlng rights und
rcmedies tor fallurc to rcmovc the sign; dctenninulion of thc proccdurc fhr rcmoval; liability
with rcspcct to thc subscquent Iitigutlon ngninst Mid-Stutc tilcd by I'luintill's, which hod thc
potcntlalto involvc the Dcfcndunt os n potcnlialndditional Dcfcndant in thc Ilction betwccn
Plalntltl. and Mid-Stntc, bnsed onthc knowledge of ()cfcndnnt of thc existcncc of thc sign
contrnctnt thc timc of thc ngrccmcnt; phone cnlls nnd corrcspondcncc with nllomeys tor
Plnintiff nnd Mid-Statc Ilnd othcr serviccs, I'lnintiff tidlcd to denl in good fitith with
Dcfendant by intentionally and wlllfully refusing to rcmove the sign in accordance with the
agrcemcnt, whcreby Plnintifl' inl1lcted substnntial pain nnd suflcring, llnxiety Ilnd
inconvenience upon the Defendant.
WHEREFORE, Defendunt prays the Court 10 dismiss the Complalnl.
COUNTERCLAIM
By way of counterclaim, Defendunt Incorporates paragraphs I through 16 above and avers the
following:
17. The Agreement of Sale required Plaintills to remove the billboard wilhinten days
after final sclllement. The requiremcnt tor removal and the ten day limitation were made
mWllfcstly clear to the Pluintitll;. by Delcnduntut selllementund thercut\er inlellers, that
Defendwlt did not wunllhe sign on the premises heeuuse of its Incomputibillty with u quality
restaurant.
18. Plaintllls reluscd to remove the sign, causing a great deal of anxiely, concem, und
inconvenience, and consuming time of thc Defcndunt.
19. Defendant expended time contuctlng potential contructors to remove the sign and
incurred legal expenses: detemlining the rights and Ilabililles of Defcndant with respect to
remedies available lor removal of the sign; potenllnlliahility to Mid-Stule Communications
Corporutlon us a result of the existence of the originlll sign contruct, since Delcndanttook
possession of the property wilh knowledge of existence of such contructllnd could huve been
joined as an additional defendllnlor party to the Mld-Stule - Kouvclls litigution; und
additional servlccs involvin8 research und counseling, Cosl of services is $375.
20. Paragruph I () F of the Agrccment of Sllle requircd Seller to "remllln on the l!rcmlses
to provide managcrial, suppller, and operational infomlOtlonto Purchaser's slulstuetlon, tor
eight hours per day for a period of t1fteen working days, In addition to providing at least
thirty (30) doys prior to the date of selllement, a list of suppliers, maintcnance euntracts,
operator's manuals, and other wOITanty and maintenance Intomlation. The amount of $25,000
sholl be held from the Seller's proceed ut selllemcntto secure this pertlJrmunce . . . In the
event that Seller retuses to perform this obligution utuny time, said amount shall be paid to
Purchaser as Iiqulduted damages tor said non-pertIJmmnce." Seller tuiled to provide the
specific enumerated services and intomlutlon as required by Paragraph I II F, whereby
Defendant suO'cred unliquidated damages in an anlOunt to be dctemlined upon trial of this
case.
21. With respcetto the S I 0,000 escrow tllr unpuid obligations of Plaint ills, Defendant
claims the sum of $ 6,384.63, which represents obllgutions owed to Defendant by Plaintiff.
including glfi ecrtificates which had been presented for honor and will continue to be
received, all as set forth in Exhibit A allached hereto and mode u part hereof.
22. Defendant has un obllgution to honor the gin certificates, which have amounted to a
substantial sum of money und will continuc to involve un obligation for which Defendant has
not received compensution lhlmthe I'luintll1s, with the umount of $565 due as of the dote of
filing of this cOlllplulnt uml the umount of $500 to be held In escrow by the purtles to cover
future certificates reeeil'ed, with an additional $25 tor coupons expl~cted to be honored.
23. Plulntll1s have retused and tililed to provide a record of certificates Issued, for which
Defendant, to protect his good wlllund to meet the obligation of his predecessor in title, must
honor.
24. Plaintiffs failed to operate the business in a professional manner Irom Murch IS, 1995
to May 24, 1995, and fulled to maintain the quality and quantity of food and beveruge service
required under agreement between the parlies.
25. Specifieally, there was substantial spoiled food, as set fbrth on Exhibit B auached
hereto and made a purt hereof~ of u vulue of $400.
26. On Mureh 24, 1995, at time of execution of Agreement of Sale between the portics,
the sum of $50,000 wus deposited in escrow und was to be held in escrow by Seller's allomey
Keith Blank, his agent and servant.
27. Subsequently, Keith Blunk converted the $50,000 to his own use.
28. Plaintiffs had reason to know or should have known of the condition of finances of
Allomey Keith Blank, his agent and servant, for whom Plaintiffs were responsible, und of his
intention, propensity, or risk of conversion of funds.
29. Allomey Keith Blunk wus utthe time under investigation by the FBI and other law
enforcement agencies; records and documents were in the hunds of law enforcement agencies
prior to and at the time of signing of the Agreement; and other circumstances were such that
Plaintiffs had a reasonable opportunity to ascertain the conditions which led to the conversion
of funds,
30, As a result of tbc conversion of funds, Defendant was compelled to reseurch the extent
of his lIubllity, which revealed a conflict in cases 011 the question of whether the funds in
cserow for purchase of a business of this nature were funds of the Seller or of the Buyer. In
turn. Defendunt could have been compelled to obtuin funds to replace the $50,000 or to bear
the loss at selllement of the purloined funds,
31. Defendant Incurred legal expenses for extensive research on this issue, amounting to
5545.00.
32. PlalntitTs received udditlonal real estate assessment dated March I, 1995 for
improvements to property, which PlaintitTs received but failed to provide to Defendant ut
selllement and which was not entered in either the tax collector's duplicate or in records
customarily searched in the Courthouse. The ussessmenl constituted a lien upon the premises
which was going to the Tax Claim Bureuu for tax sale and was paid by Defendant on
December 28, 1995, 5478.39 of which was the shure of PlaintitTs. See Exhibit C.
WHEREFORE, Defendant deml1l1ds damages in an amount not in excess of the jurisdictional
BI110unt requiring arbitration by the Rules of Cumberlund County.
JANUARY 26, 1996
\, r~~(
JOHN H. BROUJOS, ORNEY
B OUJOS, GILROY OUSTON, P.C.
4 ORT/l HANOVER STREET
ARLlSLE, PA 17013
717/243-4574 7171766-1690
FAX 717/243-8227
~"".- . ':''''''';;'~i7'~''':--o~
'1.;..; ,
q .~'.
I verify that the statements in the foregoing pleading ore true and correct. I understand that
false statements herein are made subjeetto the penalties of 18 PaCS 4904 relating to unsworn
falsification to authorities.
4!?~~
Adel L. Rlzk
EXHIBIT A
CLAIM AGAINST ESCROWED MONEV
SEWER BILL
Unpaid sewer bill for the secund quarter of 1995.
Total bill (Apr I to Jun 30)
Proration to 5/24/95 (54 days at $4.91/day)
Credit
Balance Due
$ 446.49
265.14
(178.02)
$ 87.12
CREDITORS
Yellow Page Ads
AGREED & PAID.
$ 2,650.00
$ 4,500.00
S 565.00
$ 8.49
EQUIPMENT SALE
AGREED & PAID.
GIFT CERTIFICATES & COUPONS till 1.20.96
Coupons
Issucd; no record; honored
Escrow demanded to covcr future certificates
received, since there is no record. Gift Projected
Coupon Projected
$500.00
$25.00
$ 356.00
WASHERlDRYER REDUCTION COSTS
Movement of washer/dryer from middle of kitchen,
per DEP requirements; not in complaince. Plaintiffs
agreed to pay the cost thereof. Moved WId reinspected
by Dept. of Health. (See Para. II C of Agreement of Sale
for compliWlce WId Para. 2 of May 24, 1995, Bill of Sale.)
MAINTENANCE OF OVERHEAD HOOD
$ 350.00
Insurance company requircment quartcrly. No
cleaning perfomled since installation. Violation
of insurance covenant. No sticker. Inspection
WId maintcnance required. Inspected by Klnt Co.,
reputable in the field (See Para. 11 C of Agreement of Salo)
I of 2
.'
EQUIPMENT
The following equipment hIlS failed within the firsltwo weeks of operation, which violates
Plaintiffs' obligation to maintain the equipment in good operating condition. (Para. 16C of
March 15, 1995, agreement and Para. 10 of May 24, 1995, Bill of Sale) (Please note that
additional equipment has failed since then, which In the spirit of cooperation Mr. Rizk elected
not to Include herein.)
Beer cooler. Failure. 2 weeks. Book value of used cooler.
Microwave oven. Failure 1 week. Taken hy son of Plaintiffs in May;
retumed in September. Charge made hy son to Defendant.
Not paid by Defendant, charged herein to Plaintill's.
4 slice toaster. 1/2. Failure I day.
Vacuum clecner. Failure I week.
Copier, Panasonie FP820. Failure at possession. Used.
Fair Market Value ($250.00 repair bill waived by Defendant)
$ 1,000.00
44.63
$ 75.00
$ 75.00
$ 1,500.00
INVENTORY - Spoilage
Unlabelled meats, freezer burned, stale, violation of state laws and
regulations.
$ 400.00
$ 12,136.24
$ 12,136.24
7.150.00
CLAIM TOTAL
RECAPITULATION
. Minus escrow money released for creditors and equipment sale
BALANCE
$ 4,986.24
FEES INCURRED AS A RESULT OF A TIORNEY KEITH BLANK
EMBEZZLEMENT OF ESCROW FUNDS
$ 545.00
A TIORNEY'S FEES DUE FOR BREACH OF SIGN AGREEMENT
$ 375.00
TAX PRORATION OF ASSESSMENT ON IMPROVEMENTS:
PLAINTIFFS' SHARE
$ 478.39
TOTAL AMOUNT DUE
$6,384.63
2 of 2
KXIIlBIT B
S"~~\\-~~ c;,~
\... ,t-l " \,..\...> '\ ~ 'N N
~
'-\ ~ ~ l,
~,~ "'l.,\ \ ,,\,~
The following Is a lin of products in in~ry upon take.over that were deemed
spolled or unsuitable for use, no obvious use for the product. as per the menu
descriptions, or the origin or type of product could not be determined soley through a
oursory ellamiDadon:
Approximately 20# of veal that had been brcldcd fur veal pannesan was unwrapped in the
freezer and showed signs of spoilage/freezer bum, Valued at $S.75 perpoWld or $115.00,
IS petite filet mignons weighing approximately 6 pounds were unwrapped In the freezer
and showed signs ofspoIlagclfreezcr bum. Valued at $11,00 per pound or $66.00.
10 pounds of fish filets wrapped In foU In the freezer whose type and length of storage
rould not be determined. Approximate value of$SO.OO.
.t liS. ~q
~ ~.~Il
~~.~~
l.'~
I ~ . ~l>>
I -r.~\
., $;'. ~~
I \.I\q.
\ '"l.. . ~~
".\~. \\\
.
~ ~~~,~,
1 can of malls for escargot which does not appear on the menu. ApproKimate value $7.00
I #10 can of corned beefhash which does not appear on the menu. Valued at $ 10.00.
4 gallons of miscellaneous liquid which appears to be soup or sauce and showed signs of
mold growtb, Vslued at approximately $ 15.00.
30# offroun greenshellmussels which do not appear on tbe menu. Valued at $ 75.00
5/# of frozen frog legs which do not appear on the menu. Valued at $ 15.00
3 #10 rans of red kldney beans which do not appear on the menu. Valued at $ 12.00
~\!l.\....
f.XIIIIIIT l:
REAL ESTATE TAK NOTiCll fOR LOWER PAKTON 'I'WI' & DAUPIIlN CO, DILL NUMlllil1
MAKE J:HiCKS PAYAIlLE '1'0 I DATE 03/01/95 1994 A5SES5MEll'r
Patey R Donmoyer Tax Collector PHONEI ('117) 652-5555
4919-C(Rear) Jonuutown RO HOUR~I Mon lhru Frl 10AM-6PM
Harriuburg, PA 17109-1705 r~arch 27-31 Aug 28-31
Mon thru Fr! 10AM-6PM
CLOSED 1I0LIDAY5
tlC
18
23,000
IAt(' ..Rf DUI AND ",.VAULI
0.,,.01 ALlIn IU ^"IOtJllI-,.,
c.IllCUUlll "hP 'INA" ty ""'DUHI~"V'.,
lilt tl CQfIl'UltD ran v']un cotNUUtlllct
II 'f'o.ItJ 01\11' A "...Ipl 'ncl... A ...."'u.d
hUGlI....I.III".hl'.. VIIlt! lhll ,...lIu
DlIlltHQ tUII PlnlOD "AY Hili "UDUN'
35
KOUVELI5 ARTIIUR
2327 CHESTNUT ST
CAMP HILL PA
MONTHS TAKED - 5 ~
PROPERTY LOCATION 35-009-047
4301 LINGLBSTOWN RD
17011-4616
If YOun I"." AME IU fUCnOW I\[AU ,onwAflD lH11 IllL 10 YOUR MO"'OAOI r.ON'.UY
1Jl/.,MlIM'UIWlllOf 1111\11111 O\lr." 10 Illf ,.uCLA'''' (UJf'..UA.,."Dltt....." St. I".
ADOl1l0NAI. CH""O'I\ YlllL PE lEVIED If 'Uf'NID OViR FoR COLLEttlON
3S00~0470DOOOOOD00008480000D08bS3000009n6bOOODO~S18
SCHOOL REAL ESTATE TAX NOTICE
Cllltll.. rAYAILI 10.
TSV R, DONMOVER
19 C (REAR) JOIlESTUWIl RU.
RRISBURG, PA 17109-1705
LOWER PAXTOIl TOWNSlIlI'
DATE 3/1/95
PHOIlE ,(717) 65Z-5555
HUURS, MUll T1IRU FRI lU ^H TU (, I'll
MAR. ZI - 31 a AUG. ZZ - 31
HOll. T1IRU FRI. 10 AH - 0 PH
ClOSEU HULlUAVS lllMlHO 1II111'(RI0 PAY 11111 Altl
HAR-APIl
HAY-JUN
JUL-AUG
AFTER AUG
377 .09
364.79
404.03
423.27
KOUVELIS, ARTHUR
2327 CHESTNUT STIlEET
CAM!' lilLI" !'A 17011-4616
U."I.iLl I..... "U' .. 'urn.d Uv.r '.r CoU..tlon Af", DEe 31.
D.a Itl"".n' tall I. II Pold to DlUPhln ('!Iltv 1.. ca,l_ 'ur..u
If Your 'I." An In t,en" Pi.... ra,...rd this It" To Your ...,..... (0"
REAL UUTE AISESSIIEHTS IIAY BE ArrEAlED DURIHG AUGUST
, !'ROI'ERTY LOCATION 35 009 047
4301 LINGLESTOWN ROAD
I? MONTIl!,; NfCW r.llNRTllUCTlON
l \' ,'\
EXIIIDIT C
ADDITIONAL TAX ASSESSMENTS OWED
'94 County Taxes
$ 95.18 due from Kouvells
'94 . '95 School Tax~s $ 423.27 due at penalty
Face amount: $ 384.79 + 365 co $1.0542191
July I '94 thru May 23 '95 .. 327 days for Kouvelis
327 days @ 1.0542191/day = $ 344.73 owed by Kouvells
May 24 '95 thru June 30 '95 .. 38 days lor Rlzk
38 days @ 1.0542191/day .. ~ owed by Rlzk
Face $ 384.79
Pen'ty ~ owed by Kouvells
TOTAL $ 423.27
Cty:
School:
KOUVELlS
$ 95.18
S 363.21
$ 478.39
R1ZK
.0.
U!l&6
S 40,06
-.. C::l .~
tr.
p' trJ ;;:
"\ M . -
~~", ., - ~~
lf~' . -. t :.,':1
L. "..,.
~~;: Q) ('1 ~~!
~. ,~ (" . )
._1,"'- l'J 'J~ .
~. f:.....J
U:'I' .:. LUliJ
r:- . !I!U..
.- ,
'1 ..., ~
'- C!,
;
ARTIIUR KOUVEUS and
COl.l.E~:N KOUVEUS.
Plaintiff.
IN TIlE COURT OF COMMON PLEAS
CUMBERLAND COUNl'V. PENNSYLVANIA
DOCKET NO. 95.7386 CIVIL TERM
v
ADEL L. RIZK, tldlb/a RIZK
ENTERPRISES, INC.
Defendant
CIVIL ACTION. LAW
CERTIFICATE OF SERVICE
I, John H. BrouJos, Esquire. hereby certify that 1 have served a true and correct copy of tho
foregoing Answer to the Complaint upon the Plaintiffs Arthur Kouvells WId Colleen
Kouvells, by mailing a copy to their allomcy Rohert E. Yeller, by United States mall, First
Class, postage prepaid, 011 January 3D, 1996, to:
Robert E. Yeller, Esq.
Metzger, Wlckershwu, Knauss & Erb
P.O. Box 93
Harrisburg, P A 17108.0093
B1IOUJOS, ESQul E
.y FOR DEFENDANT
BROUJOS, GILROY & HOUSTON, P.C.
4 NOI\TII HANOVElI STREET
CARLISLE, PENNSYLVANIA 17013
717/243.4574
PAX 11717/243.8227
'- 0"\ .....
f1':
... 0 1:-:
l"i .. ':.
:~
~!>l'" - '3"1:
. ll....
";':ool.~j - ( .,
f1--' u: e.\.
.1': :;r;:}
~q
,t.. : ,'j,')
1j'" Crl . ..1 ",i
_. '-4"';
f1:l~ ! .;. . 'r)riJ
I~: "",. l4 Ii;
--,
It. 1.O B
(.) l'n
ARTHUR KOUVELIS and
COLLEEN KOUVELIS
I IN THE COURT OF COMMON PLEAS
I CUMBERLAND COUNTY, PENNSYLVANIA
I
I
I CIVIL ACTION - LAW
I No. 95-7386 CIVIL TERM
I
I
I
plaintiffs
v.
ADEL L. RIZK, t/d/b/a RIZK
ENTERPRISES, INC.,
Defendant
1I0TICII TO PLEAD
TOI Adel L. Rizk
t/d/b/a Rizk Ente~prises, Inc.
c/o John H. Broujos, Esquire
Broujos, Gilroy & Houston, P.c.
4 North Hanover street
Carlisle, PA 17013
You are hereby notified to file a written response to the
enolosed Answer with New Matter within twenty (20) days from
service hereof or a judgment may be entered against you.
Respeotfully submitted,
KNAUSS & ERB
By
Attorneys for plaintiffs
Datedl February 21, 1996
ARTHUR KOUVELIS and
COLLEEN ROUVELIS
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v.
CIVIL ACTION - LAW
No. 95-7386 CIVIL TERM
ADEL L. RIZK, t/d/b/a RIZK
ENTERPRISES, INC.,
Defendant
PLAINTIFFS'. ARTHUR 10UVELIS AND COLLEEN 10UVELIS.
REPLY TO NEW MATTER AND ANSWER TO COUNTERCLAIM
Plaintiffs, Arthur Kouvelis and colleen Kouvelis, by their
attorneys, Metzger, Wickersham, Knauss & Erb, file this Reply to
New Matter and Answer to counterclaim of the Defendant, Adel L.
Rizk, t/d/b/a Rizk Enterprises, Inc., as follows:
REPLY OF PLAINTIFFS. ARTHUR 10UVELIS AND COLLEEN 10UVELIS.
TO NEW MATTER OF
DEFENDANT. ADEL L. RISI. t/d/b/a RIZK ENTERPRISES. INC.
13. The allegations of paragraph 13 are conclusions of law to
which no reply is required and they are therefore deemed to be
denied. To the extent an answer is required, after reasonable
investigation, Plaintiffs are without knowledge or information
sufficient to form a believe as to the truth of allegations set
forth in paragraph 13 and are therefore denied, Proof thereof is
demanded at the trial.
14. The allegations of paragraph 14 are partially admitted
and partially denied. It is admitted that the sign was not removed
within ten (10) days after final settlement. It is denied that
Plaintiffs permitted the sign to remain on the premises for over
four (4) months, refusing to remove the sign. To the contrary, on
or about April 27, 1995, Plaintiffs oommenced action in ejeotment
against Mid-state communications corporation, as Defendant, in the
Court of Common Pleas in Dauphin county, Pennsylvania, at No. 1785-
S-1995. On or about June 27, 1995, Mid-state communications
corporation, Defendant therein, filed Answer with New Matter. On
July 12, 1995, Plaintiffs filed Reply to New Matter. By reason
thereof, it was impossible for Plaintiffs to move the sign within
ten (10) days in the absence of a court order authorizing the
removal of the sign. Further, by reason thereof, there was no
refusal to remove the sign. Further, on numerous occasions since
May 24, 1995, the Defendant, while demanding that the plaintiffs
remove the sign, was negotiating with Mid-state communications
corporation a lease to permit the billboard to remain upon the
premises. By reason of the continuous negotiations since May 24,
1995, with Mid-state communications corporation, the Defendant,
Adel L. Rizk, has waived all provisions of the Agreement of Sale
dated March 15, 1995, with respect to the removal of the billboard
and also with respect to holding in escrow the sum of $25,000.00.
Further, the conduct of the Defendant, Adel L. Rizk, did not
constitute dealing in good faith as required by commercial
standards of conduot between seller and buyer. After reasonable
investigation, Plaintiffs are without knowledge or information
sufficient to form a belief as to the truth of the allegations that
Plaintiffs caused substantial anguish, anxiety, and inoonvenience
- 2 -
to Defendant and are therefore denied. Proof thereof is demanded
at the trial.
15. After reasonable investigation, Plaintiffs are without
knowledge or information sufficient to form a belief as to the
truth of the allegations set forth in paragraph 15 and are
therefore denied. Proof thereof is demanded at the trial.
Further, since on or about December 15, 1995, Defendant executed an
agreement with Mid-state communications corporation to have the
sign remain on the premises. Such conduct is inconsistent with the
allegations that "....he considered the sign unsightly and
unbecoming of a commeroial institute of the caliber that Defendant
intended to operate, ...."
16. The allegations of paragraph 16 of the New Matter are so
convoluted that it is extremely difficult to thereto respond. To
the extent that the allegations are conclusions of law, no reply
thereto is required and they are therefore deemed to be denied.
After reasonable investigation, Plaintiffs are without knowledge or
information sufficient to form a belief as to the truth of the
allegations set forth in paragraph 16 and are therefore denied.
Proof thereof is demanded at the trial. Further, it is averred
that removal of the sign could not be made without a court order.
While Plaintiffs pursued the judicial proceedings to obtain a court
order, the Defendant was secretly negotiating with Mid-State
Communications corporation to delay and hinder the litigation to
- 3 -
prevent the obtaining of a court order for removal of the sign.
The oonduot of the Defendant, Adel L. Rizk, did not constitute
dealing in good faith as required by commercial standards of
oonduot between seller and purchaser. By reason of the continuous
negotiatione and conduot of the Defendant with respect to Mid-state
communioations corporation, Defendant, Adel L. Rizk, waived the
provieions of the Agreement of Sale, and intended to convert said
esorow funds to his own use.
WHEREFORE, Plaintiffs, Arthur Kouvelis and colleen Kouvelis,
hie wife, respectfully requests your Honorable court enter judgment
against the Defendant, Adel L. Rizk, in the amount of $27,850.00,
together with interest and costs of suit,
....In or PLAINTIFFS. ARTHUR 10UVELIS AND COLLEEN ROUVELIS.
TO COUNTERCLAIM
No answer is required to the introductory statements of the
counterolaim. To an extent an answer is required, the allegations
of paragraphs 1 to and including 12 and the allegations of
paragraphs 13 to and including 16 in the Reply to New Matter are
inoorporated herein by reference as though fully set forth herein.
17. The allegations of paragraph 17 are partially admitted
and partially denied. It is admitted that the Agreement of Sale
required Plaintiff to remove the billboard within ten (10) days
after final settlement. Mid-state Communications corporation, in
conoert with the Defendant, Adel L, Rizk, refused to voluntarily
- 4 -
remove the sign. The Plaintiffs, Arthur Kouvelis and colleen
Kouvelis, commenced on or about April 27, 1995, an action in
ejeotment against Mid-state communications corporation in the court
of Common Pleas of Dauphin county, Pennsylvania, at No. 1785-S-
1995. On or about June 27, 1995, Mid-state communications
corporation, Defendant therein, filed Answer with New Matter. On
July 12, 1995, Plaintiffs, Arthur Kouvelis and Colleen Kouvelis,
filed Reply to New Matter, forcing the Plaintiffs to commence legal
proceedings and filing Answer with New Matter thereto caused delay
in obtaining a jUdgment for removal of the sign, all of which delay
was orchestrated as part of the continuous negotiations and conduct
of the Defendant, Adel L. Rizk, with Mid-State communications
corporation. Further, the allegations of paragraphs 11 to and
inoluding 12 of the Complaint are incorporated herein by reference
as though fully set forth herein.
18. It is denied that Plaintiffs refused to remove the sign.
To the contrary, the allegations of paragraph 10 to and including
12 of the Complaint are incorporated herein by reference as though
fully set forth herein. After reasonable investigation, Plaintiffs
are without knowledge or information sufficient to form a belief as
to the truth of the allegations that "Plaintiffs refused to remove
the sign, causing a great deal of anxiety, concern, and
inconvenienoe, consuming time of Defendant" and are therefore
denied. Proof thereof is demanded at the trial. Further, the
- 5 -
allegations of paragraphs 10 to and including 12 of the Complaint
are incorporated herein by reference as though fully set forth
herein. Further, since on or about December 15, 1995, Defendant
exeouted an agreement with Mid-state communications corporation to
have the sign remain on the premises.
19. After reasonable investigation, plaintiffs are without
knowledge or information sufficient to form a belief as to the
truth of the allegations set forth in paragraph 19 and are
therefore denied. Proof thereof is demanded at the trial.
Further, to the extent that the allegations of paragraph 19 are
oonolusions of law, no reply thereto is required and they are
therefore deemed to be denied. Further, the allegations of
paragraph 7 to and inoluding 12 of the Complaint are incorporated
herein by reference as though fully set forth herein.
20. The allegations of paragraph 20 are denied. To the
oontrary, it is averred that the Plaintiff, Arthur Kouvelis,
oomplied with all of the terms and provisions of paragraph 10(f) of
the Agreement of Sale. After reasonable investigation, Plaintiffs
are without knowledge or information sufficient to form a belief as
to the truth of the allegations that Defendant suffered any
liquidated damages and such allegations are therefore denied.
Proof thereof ie demanded at the trial.
21. After reasonable investigation, Plaintiffs are without
knowledge or information sufficient to form a belief as to the
- 6 -
truth of the allegations set forth in paragraph 21 and are
therefore denied. Proof thereof is demanded at the trial.
Further, Plaintiffs have no obligation with respect to gift
oertificates issues by the Defendant, and Plaintiffs paid Defendant
$360.00 representing the value of all outstanding gift
certifioates.
22. The allegations of paragraph 22 are conclusions of law to
which no answer is required and they are therefore deemed to be
denied. To an extent an answer is required, after reasonable
investigation, Plaintiffs are without knowledge or information
suffioient to form a belief as to the true of the allegations set
forth in paragraph 22 and are therefore denied. Proof thereof is
demanded at the trial. Further, Plaintiffs paid Defendant $360.00
representing the value of all outstanding gift certificates.
23. The allegations of paragraph 23 are denied. To the
contrary, it is averred that Plaintiff provided a record of
certificates issued to the Defendant. The remaining allegations
are conclusions of law to which no answer is required and they are
therefore deemed to be denied. Further, Plaintiffs paid Defendant
$360.00 representing the value of all outstanding gift
oertificates.
24. The allegations of paragraph 24 are denied. To the
contrary, it is averred that Plaintiff operated the business in a
professional manner from March 15, 1995, to May 24, 1995, and
- 7 -
maintained the quality and quantity of food and beverage services
required under the agreement between the parties.
25. After reasonable investigation, Plaintiffs are without
knowledge or information sufficient to form a belief as to the
truth of the allegations of paragraph 25 and are therefore denied.
Proof thereof is demanded at the trial. Any alleged spoiling of
food was caused by the acts or omissions of the Defendant.
26. The allegations of paragraph 26 are admitted.
27. The allegations of paragraph 27 are admitted.
28. The allegations of paragraph 28 are specifically denied.
Plaintiffs had no reason to know or should have known of the
condition of the finances of Attorney Keith Blank and of his
intention, propensity, risk, or conversion of funds. The
allegation that Plaintiffs were responsible for any act or omission
of Attorney Keith Blank are conclusions of law to which no reply is
required and are therefore deemed to be denied. Further, said
allegations are frivolous, arbitrary, vexatious, and meritless.
29. The allegations of paragraph 29 are specifically denied.
Plaintiffs had no reason to know or should have known of the
oondition of the finanoes of Attorney Keith Blank and of his
intention, propensity, risk, or conversion of funds. The
allegation that Plaintiffs were responsible for any act or omission
of Attorney Keith Blank are conolusions of law to which no reply is
- 8 -
required and are therefore deemed to be denied. Further, said
allegations are frivolous, arbitrary, vexatious, and meritless.
30. The allegations of paragraph 30 are conolusions of law to
whioh no reply is required and are therefore deemed to be denied.
To the extent a reply is required, after reasonable investigation,
Plaintiffs are without knowledge or information sufficient to form
a belief as to the truth of the allegations set forth in
paragraph 30 and are therefore denied. Proof thereof is demanded
at the trial. Further, said allegations are frivolous, arbitrary,
vexatious, meritless, and a figment of the imagination of the
Defendant. Under Pennsylvania law, Defendant is responsible for
his own attorney fees.
31. After reasonable investigation, Plaintiffs are without
knowledge or information sufficient to form a belief as to the
truth of the allegations set forth in paragraph 31 and are
therefore denied. Proof thereof is demanded at the trial. Under
Pennsylvania law, Defendant is responsible for his own attorney
fees.
32. The allegations of paragraph 32 are conclusions of law to
whioh no answer is required and are therefore deemed to be denied.
To the extend a reply is required, after reasonable investigation,
Plaintiffs are without knowledge or information suffioient to form
a belief as to the truth of the allegations set forth in
- 9 -
paragraph 32 and are therefore denied. Proof thereof is demanded
at the trial.
WHEREFORE, Plaintiffs, Arthur Kouvelis and Colleen Kouvelis,
his wife, respectfully requests your Honorable Court to dismiss the
counterclaim of the Defendant, and respeotfully demand return of
$27,850.00 and judgment in the amount of $27,850.00, together with
interest and costs of suit.
NEW MATTER
33. On or about April 27, 1995, Plaintiffs commenced action
in ejeotment against Mid-State communications corporation, as
Defendant, in the Court of Common Pleas of Dauphin county,
pennsylvania, at No. 1785-8-1995.
34. On or about June 27, 1995, Defendant, Mid-state
communications corporation, filed Answer with New Matter.
35. On or about July 12, 1995, Plaintiffs filed Reply to New
Matter.
36. On numerous oocasions since on or about April 27, 1995,
the Defendant was negotiating with Mid-state communications
corporation for a lease to permit the billboard to remain upon the
premises.
37. By reason of the continuous negotiations since April 27,
1996, with Mid-state communioations corporation, the Defendant
waived all provisions of the Agreement of Sale dated March 15,
- 10 -
1995, with respeot to removal of the billboard and with respect to
hOlding in esorow the sum of $25,000.00.
38. The conduot of the Defendant, Adel R. Rizk, did not
constitute dealing in good faith as required by commercial
standards of conduct between seller and buyer.
39. On or about December 15, 1995, Adel L. Rizk, the
Defendant, entered into an agreement with Mid-state communioations
corporation to have the sign remain on the premises.
40. While Plaintiffs pursued judicial proceedings to obtain
a court order for removal of the sign, the Defendant, Adel L. Rizk,
was secretly negotiating with Mid-state communications corporation
to delay and hinder litigation and to prevent obtaining a court
order for removal of the sign,
41. The Plaintiffs is informed and believes and therefore
avers that the Defendant, Adel L, Rizk, encouraged the Defendant,
Mid-state Communications corporation, to file pleadings to prevent
the obtaining of a court order for removal of the sign so that he
could convert the funds held in escrow to his own use.
42. Plaintiffs have no obligation with respect to gift
certificates issued by the Defendant, Adel L. Rizk, and Plaintiffs
paid the Defendant, Adel L. Rizk, $360.00 in cash representing the
value of all outstanding gift certifioates issued by the
Plaintiffs. Plaintiff, Arthur Kouvelis, operated the business in
a professional manner from March 15, 1995, to May 24, 1995.
- 11 -
VDIrICA'l'IOII
Dated I February~, 1996
The undersigned, being Arthur Kouvelis and Colleen Kouvelis,
makes thi8 Verifioation on their behalf, being authorized 80 to do,
oertifying that the foregoing facts are true and oorrect to the
best of their knowledge, information, and belief, and further
states that false statements herein are made subject to the
penalties of 18 Pa.C.S.A. 54904, relating to unsworn falsifications
to authorities.
~ ~,,,,<;2~
Ar u Kouvel1s
C~~::~~'Ko,~~i1;; ...o.~.
CIRtI'lcat. 0' SIRVICB
I, Robert E. Yetter, Esquire, of the law firm of Metzger,
Wiokersham, Knauss' Erb, hereby oertifY that on February 21, 1996,
I .erved a copy of the foregoing Plaintiff.', Arthur Kouv.li. and
Coll..n louv.li., R.ply to HI. Matt.r and An...r to count.relai.,
by depositing same in the united states mail, postage prepaid,
addressed tOI
John H. Broujos, Esquire
Broujos, Gilroy & Houston, P.C.
4 North Hanover street
Carlisle, PA 17013
Datedl February 21, 1996
ARTHUR KOUVELIS and
COLLEEN KOUVELIS,
PlalntIrr.
I IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYIN ANIA
I DOCKET NO. 95-7386 CIVIL TERM
v
ADEL L. RIZK, tJdlb/a RIZK
ENTERPRISES, INC.
Defendant
CIVIL ACTION. LAW
jtEPLY TO PI,AINTIFFS' NEW MATIER
AND NOW, comes Defendant, Adel L. Rizk, by his attorney, Broujos, Gilroy & Houston,
P.C. and sets forth the following Reply to the New Matter of Plaintills:
33. After reasonable Investigation, Defendant Is without knowledge or inlbrnlation
sufficient to form a belief os to the truth of the allegations which are therefore denied. Proof
thereof is demanded at trial.
34. Aller reasonable investigation, Defendant is without knowledge or information
sufficient to form a belief as to the truth of the allegations which are therefore denied. Proof
thereof is demanded at trial.
35. After reasonable investigation, Defendant Is without knowledge or Information
sumclent to fornl a belief as to the truth of the allegations which are therefore denied. Proof
thereof is demanded lit trial.
36. Denied IImt Defendant was negotiating with Mld-Stllte Communications for a lease to
permit the billboard to remllln upon the premises since on or about April 27, 1995. On the
contrary, filr Ilpproximatcly three months liner closing on MIlY 24, 1995, Defendant demllnded
that Plaintiffs rcmove the sign, intended that the sign be removed, and did not negotiate with
any party for use of the sign, while expending legal Ices to protect his inlerests occasioned hy
the lililure of PlaintltTs to oct. Admilled tllllt evcntually, since Plaintltl's did not timely
remove the sign, Defcndant considered the option of cnterlng into WI ugreemcnt with the
owner of the sign and commencing on or about August 23, 1995 did discuss the prospect with
Mid-Slate Communications Corporation. Admilled that on or about December 15, 1995,
Defendant, having ree\'aluated his positioll, executed an agreemcnt with Mid-State
Communications Corporation to have the sign remain on the premises,
37. Denied that Defendant has waived any provision of the Agreement of Sale dated
March 15, 1995, with respect to removal of the billboard and with respect to holding in
eserow the sum of $25,000. Denied that Defendant was in continuous negotiations with any
party since April 27. 1995, On the controry, Defendant steadfastly and consistently objected
to the sign by letters and demands wld did not waive any provision of the Agreement of Sale
or act improperly.
38. Denied that conduct of Defcndant did not constitute dealing in good lilith. On the
contrary, Oefendant at all times acted in good faith. It was the Plaintitls who lililed to act in
good faith by timely removing the sign as agreed in the Agreement of Sale.
39. Admilled.
40. Denied that Defcndant secretly negotiated. Dcnled thllt Defcndllnt negotiated when
Plaintiffs commenced or continued any action. Defendant is without knowledge us to whether
any of his negotiations were during subsequent proceedings since Defcndunt does not know
the extent, duration, and lemlinatlon of any court proceedings, Proof is dcmanded at trilll.
Denied that Defendant in any way allempted to delay or hinder litigution und prevent a court
order for removal of the sign. On the contrary, Defendlmt did not delay, hinder. or prevcnt
litigation.
41. Dcnied thut Dcfcndant encouraged Mid-State to file plcudings to prcventthc obtaining
of a court order for removul for any reuson wId spccilicully so that he could convert funds in
cscrow. On the contrary, Dcfcndant did not act in thc manner or for thc purposcs avcrrcd.
42. Denied that Plaintifl's havc no obligution with respect to gill ccrtilicutes issued by
Plaintlll's. On thc contrary, Plaintill's had an obligation to present 10 Defenuwlt at selllement
a list of persons in possession of gift certificates; to reimburse Defendant for the value of the
gift certilicates signed by Plaintill's and redeemed by customers; and to provide for future
redemption of certilicates, Denicu that PluintilTs puiu to Defendunt $360.00 or any sum as
the value of all outstanding gif\ certificatcs issued by PlaintilTs. Dcnicu that PlaintifTs
operated the business in a professional manner as alleged. On the contrary, Plaintiffs failed to
provide assistunce to Defendant in the nature of names and addresses of vendors, assistance in
working with suppliers, wrillen warranties and operating manuals. trunsitlon of personnel
mailers, and related services directly or impliedly requircd by the agrecmcnt. Proof is
demanded at trial.
43. Denied IIllIt Plalntifl's operatcd the business in u prolesslonal mnnner from Mareh 15,
1995 to May 24, 1995, On the contrary, I'Ialntil111 lei the busincss run down, luiled to
maintain und tUn! over the store with adequately stocked lilod and supply products, lalled to
advise personnel of the chungeover of ownership, WId othelWlsc thwurtcd Dcl'enuunts' smooth
takeovcr of the business.
44. Denied that PlaintllTs maintained the quality and quantity of food and beverage service
required under agrcement between the parties. On the contrary, substantial food was spoiled
In the value nf $400.
45. Denlcd that any spniling nf fond was caused by the acts or omissions of the Defendant
Adel L. Rlzk. On the contrary, PlaintilTs neglected fnod and allowed food to spoil or
become unsuitable fhr use.
WHEREFORE, Delcndant requcsts tbatthe Court dismiss the complaint of PlalntllTs and find
fhr Dllfcndant on bis counterclaim.
"
J UN H BROUJ05, AnOR ;Y
B )lJJ 5, GIl.ROY & HOUSTON, P.C.
4 ORTII I1ANOVER STREET
CARI.I5l.E, PA 17013
717/243.4574 7171766.1690
FAX 717/243.8227
I verifY that the statements made In this pleading are true and correct. I understand that false
statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to
unsworn falsification to authorities.
"c::;:?LL<- ~
Adel L. Rlzk
.,
[;; ("oJ '..
- j.:
I .. ~ I.. l'
UI~ ..~J .~) " #
r ' " ;.i;:J
I' .-
". i'. -.:-j
<,J: ,
- I' ~ 'I
[.::, !!....J
I
Ii: ': " ,)
. , t .
,.- . . ~
I', , ~ I I
(.1 "I LI
.
, "
'~..." "'..
,-J
.!:;' ::Li'-~1.(?:;::ft{~{}~j~:~D~;1~f[:~
ARTHUR KOUVELlS and
COLLEEN KOUVELlS,
PlaIntiff.
IN TilE COURT OF COMMON PLEAS
CUMBERLAND COUNTY. PENNSYLVANIA
DOCKET NO. 95-7386 CIVIL TERM
v
ADEL L, RIZK, 1Id/bla RIZK
ENTERPRISES, INC.
Defendant
CIVIL ACTION. LAW
CERTIFICATE OF SERVICE
I, John H. BrouJos, Esquire, hereby certify that I hove served 0 true and correct copy of the
foregoing Reply to the Plaintiffs' New Moller upon the Plaintltl's, Arthur Kouvells and
Colleen Kouvells, by mailing 0 copy to their allomey Robert E. Yeller, by United States moll,
First Closs, postage prepaid, on Mnrch II, 1996, to:
Robert E. Yeller, Esq.
Metzger, Wickersham, Knauss & Erb
P.O. Box 93
Harrisburg, P A 17 \08-0093
-I. (Q (/
'/I \ 6
~\W' J ;J
JO~N H. BROUJOS, ESQUIR .
A'nORN~Y FOR DEFENDANT
~/ .'
BROUJOS, GILROY & HOUSTON, P.C.
4 NORTII HANOVER STREET
CARLISLE, PENNSYLVANIA 17013
717/243-4574
FAX #717/243-8227
'I:,
.'
.. .-, '~r-'.J,--"-i,h"~_" . '-' -t.' '. '''_.' . ~_\ - --~~-" -'. "'\ " '
.', ~'~~:J'I~"h""ot-""''''''I\''1l\1'(11.i1' r-!)l>'l!Ji:I,~,~L<C~-t'jf~H!'iI'L"'U'-,"~'.$;'('1:;\ -,"- -,'"j.''' '-
~ . _,~1. ~ :-fll-l~.; ( '--.l"'H''':!\ I.. t'_ ~4 , ~ 't ~ ". : fi.~:i' ~\:m "'''. -""7 ~ii"c.\-!.,' :" H-,,,J ~';,t: t t' ~H-:'-" '-'~~.;;~ ,
, y~ "iI' ~ _ft. .\. ;;,;'\9~)il-''r--~~~''''~''~'i'I-':;f..jf....~tf1X"i"$~lfm@~1~J;[)~1@,.'!~f.'::l::':J. (~: r- .f1\2;U,rl[' ,,:;'1'
. .:,,:;'~?,~~~:O~.d~-F~-l,-~"f\~~'il.}~~~Y:'_\.J;fr;:~t~JJ:t'.t"t~l1ik~R~#!}~tlt:ft:j~~;fti,.~::-'t Fi~r ' ~l~ t':~ t-;:.ri,,!J.~~f.J..'--r-" .,....,
ARTHUR KOUVELlS and
COLLEEN KOUVELIS,
PlaintIffs
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYI.v ANIA
DOCKET NO. 95.7386 CIVil, TERM
v
ADEI, L. RIZK, tldlb/a RIZK
ENTERPRISES, INC.
Defendant
I CIVIL ACTION. LAW
PRAECIPE TO SETTLE AND DISCONTINUE
TO THE PROTHONOTARY:
Please mark the above case sell led and discontinued. with prejudice.
April 22, 1996
r
John Broujos, Esq c
BRO OS, GILROY HOUSTON
4 N. anover Street
Carlisle, P A 17013
April 'M) , 1996
~0s) .
\/J\J/N/ ,\
Robe E. ell r, Esquire
METZGER ICKERSIIAM KNAUSS & ERD
III Market Street
Hnrrlsburg, PA 17101
i I~ {'')
('"
I. ..
\JJ' ~'l ' .
"
(). if;
t~l 'Zi:
0" I,'",
\.,.l,- ::,
(" (,-} ;"j
,
!" I
I;:' ~ ',-'.
i . . ril
.- !l\.
, , ,~ .)
...,. ... . '...i