Unassociated Document


     

     

    SETTLEMENT
      AGREEMENT

     

    THIS
      SETTLEMENT AGREEMENT (“Agreement”) is entered into this 22nd
      day of
      January, 2008 by and between EACO Corporation f/k/a Family Steakhouses of
      Florida, Inc. (“EACO”); Glen Ceiley, individually and as Chairman and CEO of
      EACO; Florida Growth Realty, Inc. (“FGR”); and Robert Lurie, individually and as
      President of FGR (collectively the “Parties”).

    


    WHEREAS,
      in June 2005, a dispute arose between EACO and FGR, a commercial real estate
      brokerage firm, regarding the amount of brokerage commission that FGR should
      be
      paid in relation to the sale of a chain of 16 family restaurants in Florida
      (“the Chain”) by EACO to Banner Buffets, Inc. (“Banner”);

    


    WHEREAS,
      EACO filed a lawsuit against FGR styled EACO
      Corporation v. Florida Growth Realty, Inc.,
      Case
      No. 16-2005-CA-4730, in the Circuit Court of the Fourth Judicial Circuit in
      and
      for Duval County, Florida (the “Lawsuit”) seeking declaratory relief and FGR
      counterclaimed against EACO seeking a brokerage commission on various contract
      theories;

    


    WHEREAS,
      a
      trial on the matters in the Lawsuit was held from July 16, 2007 through July
      19,
      2007 before Judge Karen Cole;

    


    WHEREAS,
      on December 20, 2007, a Final Judgment was entered in the Lawsuit finding that
      FGR was entitled to a commission of $1,881,265.00 together with: (a) 7% per
      year
      prejudgment interest for 2005 in the amount of $66,385.46, (b) 9% per year
      prejudgment interest for 2006 in the amount of $169,313.85, and (c) 11% per
      year
      prejudgment interest for 2007 in the amount of $200,702.62, for a total amount
      of $2,317,666.93, which accrues interest at the rate of 11% per year until
      paid;
      and

     

    WHEREAS,
      the Parties have agreed to amicably resolve their dispute;

    


    NOW,
      THEREFORE, in consideration of the premises and covenants herein, the Parties
      agree as follows: 

    


    1. EACO
      shall pay to FGR the amount of $2,317,666.93 (consisting of the Final Judgment
      amount but not including any interest that has accrued since the Final Judgment
      was entered in the Lawsuit) by wire transfer to Holland & Knight, LLP’s
      trust account in full satisfaction of the Final Judgment immediately upon the
      receipt of an executed copy of this Agreement. 

    


    2. FGR
      agrees that upon receipt of the amount stated in paragraph 1 above, FGR will
      immediately execute and file the Satisfaction of Judgment, attached hereto
      and
      incorporated by reference. 

    


    3. By
      execution of this Agreement, EACO, Glen Ceiley, FGR, and Robert Lurie mutually
      release, acquit, forever discharge, and covenant not to sue each other and
      their
      officers, directors and successors for any and all claims, demands, actions,
      causes of action, liabilities, expenses or damages, arising out of or related
      to
      the Lawsuit, and the Final Judgment, except with respect to taxable costs of
      FGR
      arising out of the Lawsuit which are listed in FGR’s Motion to Tax Costs filed
      in the Lawsuit on January 18, 2008 (“Released Claims”). By exempting such
      taxable costs from the Released Claims, EACO does not agree that such taxable
      costs are collectible or appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. The
      Parties mutually agree, promise and covenant that they will hold the terms
      of
      this Agreement in strict confidence, except that the Parties may disclose the
      settlement to its insurance carriers, accountants, or as required by
      law.

    


    5. It
      is
      fully understood that this Agreement may not be discharged, abandoned,
      supplemented, changed, modified or amended in any manner, orally or otherwise,
      nor any of its provisions waived, except by instrument in writing, signed by
      all
      parties hereto.

    


    6. This
      Agreement shall be binding upon and inure to the benefit of the representatives,
      successors and assigns, trustees, agents, attorneys and legal representatives
      of
      the Parties hereto, as well as their respective officers, directors, employees,
      partners and all their present and former parents or partners, subsidiaries
      and
      affiliated companies.

    


    7. The
      Parties agree that this Agreement constitutes the full, final and complete
      settlement of their differences and supersedes all other written or oral
      exchanges, agreements, or negotiations between the Parties concerning the
      subject matter of this Agreement. The Parties further acknowledge and state
      that
      there are no representations, agreements, arrangements, or understandings,
      oral
      or written, concerning the subject matter of this Agreement that are not fully
      expressed and incorporated herein.

    


    8. The
      Parties acknowledge, understand and represent that this Agreement is entered
      into only for the purpose of settlement and compromise of disputed claims and
      that any action taken pursuant to this Agreement is not to be construed or
      considered an admission of liability or fault on the part of any of the Parties.
      The Parties further acknowledge, understand, and represent that the execution
      of
      this Agreement shall not be construed as an admission of liability or of the
      validity of any claim or judgment on the part of any of the Parties hereto
      in
      any respect and that this Agreement is entered into to settle and terminate
      the
      Parties’ claims and to avoid and preclude future litigation, trouble and
      expense.

    


    9. The
      drafting and negotiation of this Agreement have been participated in by each
      of
      the Parties and/or their counsel and for all purposes this Agreement shall
      be
      deemed to have been drafted by all Parties.

    


    10. The
      Agreement may be executed in counterparts with the same effect as if all Parties
      had signed the same documents, with facsimile signatures effective and binding
      against the Parties. 

    


    11. The
      Parties represent that this Agreement is entered into after a full and
      independent investigation by the Parties and they explicitly acknowledge that
      they are entering into this Agreement entirely of their own free will,
      uninfluenced by any duress, economic coercion or other factors that might have
      the effect of negating the free will with which they enter into this Agreement.
      In executing this Agreement, the Parties represent that they have not relied
      upon any statement or representation pertaining to this matter made by another
      party, or any other person or persons representing such other party. The Parties
      acknowledge and represent they have been represented by attorneys throughout
      the
      negotiations leading to the execution of this Agreement and that they have
      consulted their own attorneys regarding the meaning and effect of the terms
      contained in this Agreement. The Parties further acknowledge and represent
      that
      they have read and understand this Agreement and would not sign the Agreement
      if
      they did not understand it and agree to be bound by its terms.

     

    
      
         

      

      
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    12. Each
      of
      the Parties represent and warrant to every other party that it is the sole
      owner
      of the claims and judgments it releases in this Agreement, that it has the
      capacity and full authority to make this Agreement, and that no portion of
      the
      claims or judgments that it releases in this Agreement have been sold, assigned,
      transferred, or conveyed to any third party.

    


    13. The
      Parties represent and warrant that the persons signing on their behalf have
      all
      necessary authority to execute this Agreement on behalf of the
      Parties.

    


    14. In
      the
      event that any action or proceeding is brought to enforce the terms of this
      Agreement, the prevailing party shall be entitled to their attorneys’ fees and
      costs.

     

    
      	DATED: January 22, 2008  	 	 	DATED: January 22, 2008 
	 	 	 	 
	
              EACO
                CORPORATION f/k/a Family  

              Steakhouses
                of Florida, Inc.

            	 	 	FLORIDA
              GROWTH REALTY, INC.  
	 	 	 	 
	By:
/s/
              Glen Ceiley	 	 	By:
              /s/
              Robert Lurie 
	
              
Glen
              Ceiley, Chairman and CEO	 	 	
              
Robert
              Lurie, President



       

      
        	DATED: January 22, 2008  	 	 	DATED: January 22, 2008 
	 	 	 	 
	
                Glen
                  Ceiley, Individually and as Chairman 

                And
                  CEO of EACO Corporation   

              	 	 	
                Robert
                  Lurie, Individually and as 

                President of Florida Growth Realty,
                  Inc.

              
	 	 	 	 
	By:
/s/
                Glen Ceiley	 	 	By:
                /s/
                Robert Lurie 
	
                
Glen
                Ceiley, Chairman and CEO	 	 	
                
Robert
                Lurie, President

   

      
        
           

        

        
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