Just how long did the Downtown Bradford Revitalization Corp.
have to exercise its option to purchase the former Angells Family
Entertainment Center before Roger Feura bought the building?

That was the question McKean County President Judge John Cleland
posed to attorneys for Feura and the DBRC at a hearing in McKean
County Court Wednesday.

Feura was represented by Gregory Zimmerman of Erie. The DBRC –
none of whom were present – were represented by Greg Henry. Chris
and Michelle Angell, who had sold the building to Feura after the
DBRC declined several times to exercise its option to purchase it,
also went to the hearing with their attorney, Jay Paul Kahle.

“Where do the Angells get the right to say ‘exercise your
agreement or its void’?” Cleland asked Zimmerman. There was no time
frame spelled out in the original “first refusal” contract between
the DBRC and Angells – except that the right of first refusal lasts
five years, or until Aug. 31, 2006.

Zimmerman replied that would effectively make it impossible for
the Angells to sell the building during that five-year span no
matter what the DBRC said – as they could decline to exercise the
option, but then change their position and opt to go ahead with the
purchase later on.

In this case, Zimmerman said, the DBRC had been asked and had
answered “no” before the Angells and Feura went ahead with the sale
of the building. While the transaction was taking place, Diane
DeWalt of the DBRC contacted Chris Angell and informed him that the
agency was planning to meet to decide if they were going to
exercise their option.

That meeting was set for March 23, 2004.

The sale of the building closed on March 22, 2004.

“So if the buyer can get their purchase through before the DBRC
can, their option is void?” Cleland asked.

Zimmerman argued that the DBRC had plenty of opportunity prior
to the sale to exercise their option. However, Cleland pointed out
again, there was no time frame spelled out in the contract in which
the DBRC was required to act.

“It’s a bad contract, but it’s a contract,” Cleland said.

The purpose of Wednesday’s hearing was for Cleland to hear
Feura’s arguments on whether three of the complaints the DBRC has
made against him should be allowed to continue.

“The scope of the case is way too broad,” Zimmerman said. “We’re
seeking to narrow this.”

The first point he objected to was a count of a violation of a
deed condition.

“I’ve never been able to find a cause of action titled that in
Pennsylvania,” Zimmerman said. He added that Feura was not a part
of the original contract between the Angells and the DBRC, and that
he cannot see how Feura “can be bound by a contract he was never a
party to.”

He also argued that a count of violating the Pennsylvania
Uniform Fraudulent Transfer Act should be dismissed, as that law is
generally applied in bankruptcy cases to protect creditors from
being defrauded by debtors trying to hide their assets.

In response, Henry argued that Feura had “actual knowledge of
the deed condition” and “conspired … before the courthouse closed
(March 23, 2004)” to buy the building before the DBRC could. He
said Zimmerman’s argument seemed to be that “somehow by beating
(the DBRC) to the courthouse is defeating the option.”

He said that Feura’s actions were with “intention to hinder,
delay and defraud the DBRC.” The fraud, Henry said, was what made
the act apply in these circumstances.

The last point argued was a count of trespass that Zimmerman
asked to be dismissed. In the complaint in equity, the DBRC accuses
Feura of trespass, saying he has caused damages to the building
since he bought it.

Zimmerman pointed out that a case for trespass cannot be made
“unless one is in possession of the property.” Feura owns the
building – the DBRC does not.

“I don’t know that I disagree with the points that are being
made,” Henry said. He added that he would not want the matter to be
dismissed, and have to re-file it in the future should the DBRC be
victorious.

“You just want to sever it until you get the underlying claim
taken care of,” Cleland said.

Henry agreed.

Cleland did not rule on the matters on Wednesday, but took them
under advisement.

While the battle rages on over who is entitled to ownership of
the burned out building at 45 Main St. in Bradford, former owners
Chris and Michelle Angell have told their side of the story in an
answer to a complaint in equity filed by the Downtown Bradford
Revitalization Corp.

The Angells, represented by Jay Paul Kahle, are being sued along
with Roger Feura, who bought the building after a DBRC
representative said the agency could not afford to take on the
responsibility, according to the court records.

Kahle spells out in the response that Chris Angell had been
approached in November of 2004 by attorney Chris Hauser, chairman
of the DBRC, who was representing Dr. Luis Gonzalez.

“Negotiations were entered into for the sale of the subject
property with … Gonzalez and his attorney,” the record reads. At
that time, Angell told Diane DeWalt of the DBRC that he intended to
sell the building and intended to honor the right of first refusal
that was in the original contract.

“He also advised DeWalt that he was willing to reconvey the
property for $1, waiving payment of the $20,000 set forth in the
agreement,” Kahle wrote. He then explained that DeWalt told Angell
“the DBRC did not have the money to repurchase the property, and
even if the defendant agreed to waive the $20,000 payment, the DBRC
did not have the funds to rehabilitate and maintain the property,
and that the DBRC was not going to exercise the right of first
refusal.”

“Also, never at any time did Attorney Hauser, who was chairman
of the DBRC, and representing a prospective buyer of the subject
property, ever express an objection to the sale or assert that the
DBRC was going to exercise a right of first refusal,” Kahle
continued.

And subsequently, Hauser’s law partner Fred Gallup represented
Feura when Feura was negotiating for the purchase of the building.
Kahle said Gallup did not “ever express to the defendant that the
DBRC was going to exercise a right of first refusal.”

The DBRC, through attorney Greg Henry’s complaint in equity,
said that Hauser had spoken to Gallup before the sale of the
property went through and advised him of the right of first
refusal. Kahle writes that since the two are partners in the same
firm, any knowledge one had of the transaction could be attributed
to the other, “thereby making any collusion between the two a
violation of ethics and a breach of their client’s
confidentiality.”

And as to the DBRC’s accusations that the Angells conspired
against them by selling the building to Feura before they could buy
it, Kahle argues that it was simply a real estate transaction with
no other motives.