THIS CONFIDENTIAL AGREEMENT entered into on this _____ day of November, 1997, by and between Plaintiff, DELL LIEBREICH, as Personal Representative of the ESTATE of LISA McPherson ("Liebreich"), and Defendant, CHURCH OF SCIENTOLOGY FLAG SERVICE ORGANIZATION ("Church").
WHEREAS, the parties are engaged in litigation pending in the Circuit Court of the Thirteenth Judicial Circuit of Florida, in and for Hillsborough County styled Dell Liebreich, as Personal Representative of the Estate f Lisa McPherson, vs. Church of Scientology, d/b/a Church of Scientology Flag Service Organization, Inc., Case No 97-01235, Division H (hereinafter "state court action").
WHEREAS, Liebreich has indicated, through counsel, that she intends to amend her state court action to name Churches of Scientology related entities and/or their individual officers and directors, but that she will forego such an amendment, if the Church agrees not to transfer, encumber or otherwise alienate its interest in any of its real estate holdings, so that it retains sufficient real property to satisfy a potential judgment, if any, in the state court action.
WHEREAS, Church vigorously denies all liability for any damages, but desires to narrow the scope of the state court action and prevent what it believes to be the unmeritorious addition of any other separately incorporated Scientology related entities or officers, directors, employees or agents thereof to the state court action, and the burden and expense that would entail.
NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the parties agree as follows:
1. The parties hereto and their counsel agree that the terms of this Confidential Agreement ("Agreement") shall remain strictly confidential. Neither the parties nor their counsel shall disclose the existence or the contents of this Agreement to any third party or make any public filings based on this Agreement.
2. Liebreich shall not amend her complaint to add, nor otherwise seek to include, as party defendants in the state court action, any of the following separate, independent corporations: Author Services, Inc., Church of Spiritual Technology, Religious Technology Center, Church of Scientology International or any of the tax exempt organizations covered under its group tax exemption, International Association of Scientologists, Citizens Commission on Human Rights or any of the tax exempt organizations covered under
its group tax exemption, Church of Scientology Religious Trust, Flag Ship Services Organization, Inc., Scientology Missions International or any of the tax exempt organizations covered under its group tax exemption, Association for Better Living and Education, Narconon, and World Institute of Scientology Enterprises, and any other Scientology related entities and any officer, director, agent, or employee of the above-referenced entities. Should Leibreich seek deposition discovery of any of the above-referenced individuals or corporate entities, she shall fully comply with all legal requirements for taking the depositions of out-of-state individuals and non-party corporations. Among other things, Leibreich shall not designate an individual deponent, but must designate with sufficient particularity the matters on which examination is requested and the corporation shall designate the deponent. This provision shall not be construed to waive any objections to the above depositions.
3. The Church warrants and represents that it is owner of the real property set forth in Exhibit A attached hereto and made a part hereof, (hereinafter "Property"), free and clear of any liens or encumbrances, except for those specifically set forth in Exhibit B attached hereto and made a part hereof.
4. From this date forward until the conclusion of the state court action, the Church small not grant, bargain, sell, alienate, encumber or otherwise transfer its interest in the Property except in the ordinary course of its business as a not-for-profit religious institution. If the Church should grant, bargain, sell, alienate, encumber or otherwise transfer its interest in the Property in the ordinary course of its business, no proceeds received by the Church from any such transaction shall inure to the benefit of any individual. The proceeds of any such transaction shall either be held by the church to be used in the ordinary course of its business as a not-for-profit religious institution, or utilized to purchase new property which will be subject to this Agreement.
5. The Church shall: (a) repair, restore or rebuild any improvements now or hereafter on the Property which may be damaged or destroyed; (b) not do or permit waste thereon or to suffer anything to be done which would impair or depreciate the value of the Property; (c) complete within a reasonable time any building or buildings now or at any time in process of erection upon the Property; and (d) comply with all requirements of law, municipal ordinances, governmental authorities or restrictions of record with respect to the Property and the use thereof.
6. The church shall keep all buildings and other improvements on the Property insured against loss by fire with extended coverage in a sum not less than full insurable value, and
shall keep in full force and effect policies of insurance insuring against such other hazards, casualties, and contingencies including, but not limited to, flood insurance and builder's risk insurance. In case of loss, the Church may settle and adjust any claim under such insurance policies without the consent of Liebreich; however, the insurance proceeds shall either be held by the Church its the same manner and under the same terms and conditions as the proceeds from any sale of real property, or utilized to timely reconstruct or repair after casualty, buildings or other improvements.
7. In the event condemnation proceedings are instituted, the condemnation proceeds shall either be held by the Church, used to reconstruct or repair or utilized to purchase new property which will be subject to this Agreement.
8. This Agreement only affects real property and has no effect whatsoever on any personal property belonging to the church,
9. This Agreement reflects the entire agreement between the parties with respect to this matter. It may hot be changed orally but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
10. This Agreement supersedes any prior representations, understandings or agreements between or among the parties regarding any of the matters set forth herein.
11. This Agreement shall be construed in accordance with Florida law.
12. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
13. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. A facsimile copy of this Agreement and all signatures thereon shall be considered for all purposes as originals.
14. Whenever the context shall so require, the singular shall include the plural, the male gender shall include the female gender and neuter and vice versa. This Agreement and any related instrument shall not be construed more strictly against any party regardless of who was more responsible for its preparation, it being recognized that this Agreement and any related instruments are the product of negotiations between the parties hereto and that
all parties have contributed substantially and materially to the final preparation of this Agreement and all related instruments.
15. In the event of a breach of this agreement, the prevailing party shall be entitled to attorneys' fees and costs.
THE UNDERSIGNED BEING DULY AUTHORIZED TO EXECUTE THIS AGREEMENT HAVE CAREFULLY READ THE FOREGOING AGREEMENT, FULLY UNDERSTAND IT, HAVE RECEIVED THE ADVICE OF COUNSEL REGARDING THIS MATTER AND HAVE KNOWINGLY AND VOLUNTARILY ENTERED INTO THIS AGREEMEN INTENDING TO BE LEGALLY BOUND.
Plaintiff, DELL LIEBREICH as
Personal Representative of the
ESTATE OF LISA MCPHERSON
[KATHY MITCHELL] [DELL LIEBREICH] _________________________ ___________________________
[DEBORAH SP---T] _________________________
Defendant, CHURCH OF SCIENTOLOGY
FLAG SERVICE ORGANIZATION
[Possibly Mary Story] By: [Possibly Brian Anderson] _________________________ ___________________________
Title: Vice President [PAT JONES] _________________________
[ILLEGIBLE] By: [Possibly Glen E. Stilo] _________________________ ___________________________
Approved by counsel Approved by counsel for Liebreich: Church: [KENNAN G. DANDAR] [LAURA L. VAUGHAN] KENNAN G. DANDAR, ESQ. LAURA L. VAUGHAN, ESQ. 1009 North O'Brien Street 401 E. Jackson St., Ste. 2525 P. O. Box 24597 Tampa, FL 33602 Tampa, FL 33623 (813) 221-1010 (813) 289-3858
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From: [email protected] (Keith Henson)
Subject: Re: Motion to Quash, Exhibit C, Confidential Agreement
Date: Sat, 18 Oct 2003 20:11:07 GMT
Organization: Temple of At'L'An
Message-ID: <[email protected]>
On Sat, 18 Oct 2003 14:46:40 +0200, Tilman Hausherr <[email protected]> wrote:
>> 4. From this date forward until the conclusion of the state
>>court action, the Church small not grant, bargain, sell, alienate,
>>encumber or otherwise transfer its interest in the Property except
>>in the ordinary course of its business as a not-for-profit
>>religious institution. If the Church should grant, bargain, sell,
>>alienate, encumber or otherwise transfer its interest in the
>>Property in the ordinary course of its business, no proceeds
>>received by the Church from any such transaction shall inure to the
>>benefit of any individual. The proceeds of any such transaction
>>shall either be held by the church to be used in the ordinary
>>course of its business as a not-for-profit religious institution,
>>or utilized to purchase new property which will be subject to this
>That looks to me as if this agreement is worthless - they could still
>donate the building to the "Church of Scientology of Liberia".
I believe Ken could get a court to set aside this "agreement." A contract is only valid if there is "consideration" going both ways. This thing has so many loop holes and escape clauses in it that it gives the Lisa McPherson Estate nothing at all--as will be clearly shown should the Estate ever get the case to court and win.
>And this agreement does not prevent a corporate "reorganisation".
Yep. You have to read things like this in the context of the legal history of scientology. Wollersheim for example.
>Btw I would love to see Exhibit B ("liens or encumbrances").
That would be interesting considering the situation with the Toronto Org.