CONFIDENTIAL AGREEMENT
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
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EXHIBIT "C"
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
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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
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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
Witnesses:
[KATHY MITCHELL] [DELL LIEBREICH]
_________________________ ___________________________
[DEBORAH SP---T]
_________________________
Defendant, CHURCH OF SCIENTOLOGY
FLAG SERVICE ORGANIZATION
Witnesses:
[Possibly Mary Story] By: [Possibly Brian Anderson]
_________________________ ___________________________
Title: Vice President
[PAT JONES]
_________________________
[ILLEGIBLE] By: [Possibly Glen E. Stilo]
_________________________ ___________________________
Title: Secretary
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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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