Purchase Price Gone - Confidentiality Clause Still Here

Yesterday morning I faxed a brief
letter to the buckingham agent, copied
to the Buyer's lawyers, that basically
said that the confidentialty clause had
to go. The result? The agent informed
me that the purchase price did not have
to remain confidential as the Buyer
thought my explanation for its removeable
from the clause was reasonable. I told
him that he knew and they knew (referring
to the Buyer, lawyers) that the purchase
price would be public info during the one
year period that the agreement requires
the Seller to keep the purchase price
confidential. I told him that I thought
it was dishonest. He pretended that he
didn't know what I was talking about.

He also said that the expenses would
remain confidential. I asked why. And
he gave the same lame reason that
he gave for when the purchase
price was still part of the confidential
clause. He said "they" don't want the
other homeowners to know as they may
get upset if someone got more than them.

The agent told me last week that I
am the last of the homeowners in which
an agreeemnt is to made. That means
the Buyer has contracts with all the
other homeowners. Contracts, it they're
legal,are binging on all the parties. So
it seems to me that even if my expenses
became known to the other homeowners,
the Buyer already has legally binding and
enforceable contracts in which I'm am
certain will not be breached over expenses.
I don't see a legal risk unless the Buyer
has done something illegal.

Each homeowners needs are different. So it
would only be logical that expenses would
be different for all the various homeowners.
So I don't see any reason that my expenses
would have to remain confidential as per
paragraph 10(a). It still has to go. As in
GONE!

click on image to enlarge

Confidentiality Clause Not A Good Sign

I spoke with the Buckingham agent this
week. The agent claims that the Buyer
has agreed to remove paragraphs 10(b)
and (c) under the heading "Confidentiality"
of Schedule 'A' of the Agreement and the
other requested changes. I also received
a letter from the Buyer's lawyer in response
to my letter of November 17th, 2007. Sounds
like progress doesn't it? But is it really?

When the Closing date arrives, will I get
the money for my house? After chewing on
this for couple of days or so, I've come to
the conclusion that paragraph 10(a) does
nothing to change my concerns. I could still
end up on the Closing date with no money for
my house.

Here's the problem with paragraph 10(a).
The Transfer (Deed) and other documents have
to be registered with the Land Registry Office
on the Closing date. If the closing date is
30 days, then the information on the property
would become public on the 30th day, the
date that the Deed and other necessary
documents are filed. Thus the requirement
under paragraph 10(a) that the Seller keep
confidential the purchase price etc. for one
year (1) doesn't make any sense since the
information would become public on the
30th day (Closing date).

If the government knows the purchase
price because the documents have to be filed
at a government agency (for tax purposes), the
Land Registry Office, and any member of the
public can obtain information on the property,
why then would the Seller be required keep
confidential what would be public information
on the Closing date?

If the Closing date is 30 days, then
the confidentialty period would be 30
days, not one year after the Closing date.
It would seem to me that the one year
period after the Closing date that the Buyer
requires confidentialty would have nothing
to do with the purchase price etc, since it
would be public on the Closing date anyway.
My guess is that paragraph 10(a) is about
keeping something secret that the Buyer has
done or intends to do that will harm this
Seller. Da Money! Failing to make payment to
the Seller? Oh, and requiring that the Seller
keep the Buyer's fraud confidential for one
year? Who knows eh?

I thought we were moving along, but the more
I think about it, the more it seems more
like an illusion. A little blip of activity
for appearances sake. But when all is said and
done, my concerns remain. The confidentiality
clause does not give this Seller confidence in
the intentions of the Buyer.


Paragraph 10 (a) under the heading "Confidentiality"
reads as follows:

(a) The Seller agrees to keep confidential
the terms and conditions of this Agreement
of Purchase and Sale and Schedule "A" hereto
and without limiting the generality of the
foregoing, the Seller agrees to keep confidential
the Purchase Price and the amount of Expenses
set out in paragraoh 7 herein for a period
of one (1) year after the Closing Date.


Let's do a hypothetical: Let's say that
ownership of my property has already been
fraudulently transferred to the Buyer or
other entity (recall paragraph 9 under
the heading "Assignment"). Let's say, it
was done electronically, one year ago.
Let's say come the closing date, no money from
the Buyer as the crime has already been
committed. I wait for the one year to expire
as per paragraph 10 (a). By that time at least
two years has gone by. And that brings to
mind the two year Statute of Limitation for
filing a lawsuit with the Court.

I think the Buyer will have to let go of
paragraph 10(a).

I forgot to mention that the agent also
said that I'm the last homeowner left in
which to make an agreement. I noticed
that along Cadillac Street, the some of
the homes are boarded up already. The last
house on the street, has been turned into
an office. I spoke with a women couple
weeks ago who told me that she'll be moving
in December as well as her next door
neighbour. I wouldn't be surprised, that
by the end of December I will be the only
resident left. That would be real convenient
wouldn' it?


See post titled, The Agreement - Seller on
Unequal Grounds; See October archives for post
titled, Agreement - The Offending Clause

My Response to Letter

I faxed off my response to EWCP's lawyer's
letter. Click on document to enlarge.

The reason I asked for the changes you
will note in the letter, is to ensure
that the Buyer does not 1. take ownership
of my home before the Closing date 2.
that I receive the funds on the Closing
date. On Closing the Buyer gets ownership
of the house and I, the Seller get the funds.
Not the Buyer gets ownership of the house
before the Closing date and I don't get the
funds on the Closing date. Thirdly, if the
Buyer were to take ownership of the house
before the Closing date and I did not receive
the funds on Closing, I do not want the
Confidentiality clause to be used to conceal
a crime and to deprive the Seller of a
remedy.

Like I said in an earlier post, the Buyer
is only buying a house. What does it need
a confidentiality clause in an agreement to
purchase a house?

We'll see how the Buyer responds.


If you haven't already, read post, tilted,
"The Agreement - Seller on Unequal Grounds"

Also see the October Archives for the post
title, " Agreement - The Offending Clause"

Agreement Nothin' But Trouble

You know, I have been more than wiling
to sell my home to the Buyer right from
get go. I wasn't one of those homeowners
that refused to sell her home. I
think the Buyer was disappointed about
that because refusing to sell would have
played right into the Buyer's game plan.
Instead I was opposite. The Buyer
in response only purchased my former
neighbours' house (the house is a semi-
detached), half a house, when it could
have purchased both homes together. Why
would the Buyer prefer to purchase the
homes separately? Answer: Different
objectives based on where the homeowner
worked and their relationship with their
employer. There's an obvious oppportunitic
element to what has transpired thus far.

The Buyer and I do not have any prior
history and thus the Buyer really
doesn't have an issue with me or I with
the Buyer. However, my employer Ford Motor
Company is a partner in the cogeneration
project and that I believe is where the
problem is. Had it not been for my
employer's influence, both homes would
have been sold together. I would be outta
here just like my neighbours next door.

This Agreement is nothin' but trouble.
When you have to choose between the lesser
of two evils, if one of the evils is known
to you, you don't choose it. Though it may
choose you, don't choose it.

East Windsor Cogeneration LP - Half a House?
http://homesellersbeware.blogspot.com/2007/09/east-windsor-cogeneration-lp-half-house.html or find in September Archives

Legal Fees - Got the letter

Not to long ago I received a
faxed letter from EWCP's lawyer.
In a nutshell, the letter indicated
that the lawyer will recommend
deleting the words, "if so ordered."
from paragraph 10 (b). However,
any wording changes would be on
condition that I agree to the
dollar amount indicated in the
Agreement.


The letter also indicates that EWCP
is prepared to pay my, "solicitor's
reasonable legal fees for his or her
advise to you on your signing of the
Agreement."

If your objective is to buy a house, what
is the necessity of including paragraph 10
begin with? The fact that the Buyer can't
or won't explain the rational behind
pargaraph 10 is a red flag. Paragraph 10
is not a standard paragraph in any purchase
agreement in a routine real estate
transaction for a house. Check your
purchase agreement for your house. You
will not see a paragraph like paragraph 10
in your agreement. To me paragraph 10 gives
one the impression that the corporate Buyer
has something to hide, and that my friends,
is a RED FLAG!!!!!

Why is it a red flag? Because the Buyer
is trying to keep confidential what is
public information. If you want to know
information about a property, just go
to your local land registry office. That's
where the Seller's lawyer has file the
Deed for the property. Does the Buyer have
an agreement with the thousands of real
estate agents and the public at-large,
that can obtain the very information it
wants the Seller to keep confidential?
Did I mention before that the Buyer seems
to have control issues?

Speaking of lawyers, Lawyer#1 and I
did not have a "priviledged relationship"
and therefore, he had no duties or obligations
to me. I'm not his client and never was.
The fact that EWCP's lawyer sent the
Agreement to lawyer#1, has me thinking that
maybe I should give it more thought about
retaining lawyer#1's services for advice, in
light of paragraph 10. At this point I am
uncertain what I will do. We'll see.

I've had time to think a little more and
I wonder if the crime has already been
committed. Hence, the reason for paragraph 10?


To read paragraph 10, scroll down to post
titled, The Agreement - Seller on Unequal
Grounds

Also read post titled, East Windsor Cogeneration
LP - Half a House?
http://homesellersbeware.blogspot.com/2007/09/east-windsor-cogeneration-lp-half-house.html

Legal Fees - Still No Letter

I checked my mail. No letter. I
wonder if I ever will. I'll have
to give them until the end of
the week. If I don't get a letter
confirming that EWCP will pay my
legal fees, then perhaps I may need
to go down to the Land Registry office
to make sure that I am still the owner
of my property.

I keep thinking that my front door
is going to be busted down by Nazi
Nazi types, throwing me out of my
home that they stole from me or
stealing my house and then demanding
that I pay rent to them.

Did you ever see the movie, "The Halocaust"?
I haven't seen it in years. I'm talking maybe
20 years. And out of the blue today that movie
popped into my mind.

If you haven't done so as yet, please read
my post titled, East Windsor Congeneration
LP - Half a House?.
http://homesellersbeware.blogspot.com/2007/09/east-windsor-cogeneration-lp-half-house.html

No Confirmation Yet On Legal Fees

Well, no letter has arrived as
yet confirming that East Windsor
Cogeneration Properties Inc (or
its parent, sister etc.) ) will
pay lawyer #1's legal fees. But I
receive an information card from
EWCC (East Windsor Congeneration
Centre) providing its building
schedule. The schedule is as
follows:

October 2007
Start of Preconstruction
activities

November 2007 - Piling
work
December 2007 - Excavation and Foundation
work


2008 Ongoing Construction
March 2008 - Onsite Building
Construction & Equipment Installation

2009
Spring 2009 Start of Commissioning
September 2009 - Start of Operations


If you have not done so as yet,
please read my post titled,
Legal Fees

Next Door Neighbour Moved?

It looks like my next door neighbor
has moved. My house is the corner lot.
Click on picture to enlarge.

See Blog Archives-October. Read
third post title, "EWCC's Buckingham Agent"

EDIT IN
Well, what I suspected was close to
being correct. Not to long ago a moving
truck pulled up at the side of my house.
The name of the company is AM-PM Moving
and Delivery

I'm looking out my window and I note
that the moving guys are cutting
across my front property to get
to my neighbour's house. I thought,
"No Way!" I quickly go to my front
door and swing it open and say to the
moving guy as he is about to slide
by front door, "Uh Uh, don't cut across
my property, you have to go by the back.
I don't want to be responsible if you
hurt yourself on my property." He said,
I understand." I said, "Okay." I
close my door. A minute later I hear
a knock at my door. I know it's my
neighbour and I ignore him.

I have these little steps that swing
out to the side street sidewalk.
I picture one or both making a misstep,
tripping and falling on my property
and injurying themselves. I don't need
the additional headache or drama that
comes with that scenario.

I had enough drama and headache when my
hot water tank broke back in April of
this year. The tank broke, flooded my
downstairs and also leaked into my neighbours
home. He wasn't too bad, but she was not
understanding at all. The restoration
company that came to do the cleanup was
a nightmare. It took a lot of effort on my
part to get rid of them. This company just
wanted to inconvenience me for as long as
possible to milk as much money from the
insurance company as it could get away
with. Coincidently, the crews' supervisor
was a former contract supervisor at the Ford
Annex plant for two years. How do I know
this? He told me, after I told him I worked
at Ford.

What made me suspect that my neighbours
had moved? Well my neighbours always have
at least one vehicle in the driveaway,
usually it's his van. This past weekend
I notice that both vichles were gone at
the same time and then would reappear
together and leave simultaneously, as if
they they moving things out of the house.

They are a married couple. He works
at the Windsor Casino and his wife
works for the Windsor post office. He
either takes the shuttle bus to the Casino
or his wife drops him off to work in the
moring on the way to her work. They do things
together that requires only one vehicle or
only one of them goes out and the other stays
home. Thus there is always a vehicle in the
driveway.

The property next door has had two owners.
When I first bought my house there was an
older couple living common-law next door.
The gentleman past away about a year after
(more or less)after I move in. I don't know
what the arrangement was with the property
prior to his death, but she owned the house.

Some time later, she met another gentleman,
a farmer, and she sold the house and moved
to the country with her new partner. My new
neighbour who was single at the time, about
three years ago hooked up with (dated) and
then married my neighbour who rented the
house directly behind us on Cadillac Street.
Do you remember the show, "The Jeffersons."?
The theme song has just come to mind.
"Movin' on up to the eastside.." LOL

After he married my next door neighbour,
his son, with his wife took over his
former rental house on Cadillac street.
His son moved out of the house with his
wife and new baby at the end of June.
Wouldn't it be a beeeach if the other
side reversed myself and the son. Meaning
in their mind they put the son in my
house on Riverside Drive and myself
in the son's former rental on Cadillac
Street. Can you imagine the implications
of that, if they based their decisions
and actions on that kind of reversal.
The thought makes me shudder.
Anyway, there appears to be someone in
the house now. I don't know if they are
tenants or not. Could be family for all
I know.

If you haven't already done so, don't forget
to read my post titled, "EWCC's Buckingham
Agent", in the October Blog Archives,
third post. Archives are found at the
top righ-hand side of the page.

Legal Fees

The Buckingham agent called with
some good news yesterday. He informed
me that the Buyer was willing to pay
the legal fees of lawyer #1 to negotiate
on my behalf. I was pleased and relieved.
He said I would receive a comfirmation
letter in the mail shortly. I thanked the
agent for his effort.

The day before when we spoke, the agent
suggested I get a lawyer. I told him that
lawyer#1 had already told me that the
next time I see him he wanted $500.00 as
a retainer. I told the agent that I would
not pay a lawyer if they are just screwing
me around. I told him I can't afford it. I
said, "we could never close." He said, he
would suggest to his client that they pay
the legal fees because they would rather
deal with a lawyer. I told him I was fine
with that.

The buyer seems to have some control
issues and I'm certain with it paying
lawyer#1's legal fees that won't change
much. However, I hope its need to
control does not spill over into the
Agreement as it had in its latest offer.
With all the conditions gone, the
Agreement should be simplier not
complicated by hidden agendas.

Hopefully with one of their own
(lawyer#1) representing me (and
hopefully my interest too), we may
see a settlement soon. As long as
everyone is acting in good faith
I don't see a problem, but if not,
well...

The Agreement - Seller on Unequal Grounds

If I were offered a million dollars
I still wouldn't accept this Agreement.
What's a million dollars if you're not
going to get it or there's a good
chance you won't get it.

I'm not a millionaire. I can't afford to
be screwed out of ownership of my house
and the money for my house. If that were
to happen, I'd probably end up having
to remain in what was my house and pay rent
to a likely "entity" my employer, Ford or
some other entity.


I talked to the Buckingham agent today.
He tried to reassure me that I won't get
screwed,but even he could not explain
why the restriction was included in the
Agreement. The restriction is; after signing
the Agreement, I can only reveal the
contents of the Agreement in a court by court
order. In other words, if I were to institute
proceedings against the Buyer in Court, let's
say for breach of contract, I could not
submit the Agreement as evidence because I
would be revealing the contents of the
Agreement without an order. The restriction,
however, does not apply to the Buyer. If the
Buyer institutes proceedings against me, the
Seller, for breach of contract,the Buyer can
submit the Agreement as evidence, revealing
the contents of the Agreement without an order.

How does one prove their case without evidence?
That's the point isn't it? It seems to me that
if the Seller, can't prove her case against the
the Buyer for breach of contract, the Buyer
can breach the Agreement without fear of
legal consequences, right? So to put the
Buyer and Seller on equal grounds the
restriction would have to be remove. What do
you think? See below.



Agreement of Purchase and Sale


Confidentiality

(a) The Seller agrees to keep confidential
the terms and conditions of the Agreement
of Purchase and Sale and Schedule "A" hereto
and without limiting the generality of the
foregoing, the Seller agrees to keep confidential
the Purchase Price and the amount of Expenses
set out in Paragraph 7 herein for a period of
one (1) year after the Closing Date.


(b) The only exception to paragraph 10 (a) is
that the Seller may reveal the contents of
the aforesaid Agreement and Schedule to its
legal and financial advisors or to a Court or
Tribunal of competent jurisdiction if so
ordered; however should it release such information
to legal or financial advisors they must first
agree in writing to be bound by the terms of
this paragraph.

(c) In the event that the Seller or its advisors
breach the terms of this paragraph, the Seller
shall forthwith repay he amounts of the deposit
to the Buyer as liquidated damages for such breach.


Note the differences between how the Seller
and Buyer are treated in the paragraphs and
compare


Purchase Price

(ii) The terms of the holding of the funds
in trust are:

a) If this Agreement is terminated or is not
completed due to a default by the Seller
hereunder, the Deposit shall be returned to
the Buyer without deduction together with any
interest earned thereon and the Buyer shall be
entitled to any rights or remedies it may have
at law.

b) If this Agreement is terminated by the Buyer
or is not completed due to a default of the Buyer
hereunder, the Deposit, or such part thereof as
has been paid prior to the date of termination
shall be released to the Seller.


Note that unlike the Buyer there's no mention
of the Seller being "entitled to any rights
or remedies it may have at law." I suppose
with no evidence, the Seller would be unable
to obtain any remedies, anyway. You need proof
and the Seller can't even prove that there was
a contract between the Buyer and Seller. So
with no proof, how can you ask the court to
enforce the agreement? And what's up with
the Tribunal? Does the Tribunal have anything
to do with the Law Society?

Also the Buyer forwarded the Agreement to
lawyer #1. In my letter to the Buckingham
agent, copied to EWCP lawyers, I told him not
to forward any material to lawyer #1 as I had
not retained him to represent me. EWCP's lawyer
sent the Agreement to lawyer#1 revealing the
contents of the Agreement.

I told the Buckingham agent that the whole
thing seemed more about control than about
buying my house. He didn't say anything.

So here's the all important question. What
does the Buyer intend to do, that it
requires that the Seller not reveal the
contents of the Agreement in Court? Because
it seems to me that the Buyer is anticipating
legal action against it for something it
intends to do to this Seller.


Are you a control freak? - take the quiz
http://www.howtomanagepeople.com/you/

Control Freak
http://en.wikipedia.org/wiki/Control_freak


Fundamentals of Contract Law
http://ezinearticles.com/?Fundamentals-of-Contract-Law&id=82686

The Offer

I picked up the offer from lawyer #1
yesterday. I sent a letter to the
Buckingham agent, copied to EWCP's
lawyers, declining the offer. What
good is a contract (Purchase Agreement)
that hinders the Seller's ability (that's me)
to enforce the agreement in Court should
the Buyer breach the terms and conditions
of the Agreement, while providing no
restrictions on the Buyer's ability to
enforce the terms and conditions
of the Agreement in Court, should I breach.

If I signed the Agreement, I would be
giving the other side permission to
breach the Agreement without having to
worry about legal consequencs. Oh,I'd
have access to the Court, but I would
have a hell of time trying to prove
a breach of the Agreement by the Buyer
with the present restriction. With the
present restriction they could say
they never had an agreement with me,
that's if I adhere to the restriction.

More on this later.

Guess Who Called?

On Friday November 2nd, 2007, guess
who called me? Lawyer #1. Well, actually
it was his secretary who called. She
called and left a message on my answering
machine that lawyer #1 had received an
offer and asked that I call back to make
an appointment to see him.

I haven't seen or heard from lawyer #1
since I had him review EWCC's first offer
back in April. That's three offers ago.
The last two offers lawyer #1's name has
been listed. So I'm curious as to why after
all this time, lawyer #1 is now being
utilized by the other side. Hmmm.

The third offer was made by East
Windsor Cogeneration Properties Inc.,
as oppose to East Windsor Cogeneration
Centre, who made the initial two offers.
My understanding from the Buckingham agent
is that the properties will be held in
trust by EWCP. I suppose that explains the
"offending clause." I hope I do not see that
clause again in this new offer. Because I
will not agree to have the lawyer prepare
the deed allowing the transfer of the title,
of my property to EWCP before a closing date.

Let's face it, if parties trusted each other
they wouldn't feel the need to put things
in writing. So there shouldn't be any
expectation that I should just simply trust
the other side.

I faxed a counter-offer to EWCP
lawyers, (which are the same EWCC
lawyers) and also faxed a copy to
their Buckingham agent. I included
with my counter-offer a cover letter
in which I explained that I did not
sign the agreement to allow for
negotiations. To me it made more sense
to negotiate, reach an agreement, have
it reviewed by a lawyer and then sign.
That was October 22, 2007. The response
it appears is to make another offer
through lawyer #1. So I wonder, if EWCP
is not willing to negotiate with me
direcly, are they willing to negotiate
with lawyer #1 or are they going to dictate
to him too?

In my post titled, EWCC Ready to Rock,
I wrote that EWCC's Buckingham agent
told me that EWCC had obtained a two
year lease with Our Lady of the Rosary
Church, next door to me, for office space.
Well, according to a Windsor Star article
published on Monday October 29th, 2007,
titled, Parish grieves closing, final mass
emotional, the party that has secured space
at the church is not EWCC but my employer,
Ford Motor Company of Canada.

Excerpt from the article reads as follows:

"Ford Motor Company has committed to rent
the church's basement and rectory over
the next 2 years for use as office space
while the company dismantles the nearby
foundry.



Agreement - The Offending Clause
http://homesellersbeware.blogspot.com/2007/10/agreement-offending-clause.html

EWCC Ready to Rock!
http://homesellersbeware.blogspot.com/2007/10/ewcc-ready-to-rock.html





















Hmmm.
Well, I'm sure if I got it wrong, lawyer #1
will tell me and I'll tell you.