IN THE CIRCUIT COURT OF BALDWIN COUNTY, ALABAMA BASS ENTERPRISES, LLC and PHILLIP WAYNE BASS, CIRCUIT COURT . 1. BALDWIN comm? AL Plaintiffs, FILED Case No.: 196 v. I5 2017 PEN NSTAR, LLC, et at. JODY w, QRWITCLEW Defendants. AFFIDAVIT OF LINDSEY BONEY, STATE OF ALABAMA: COUNTY OF MOBILE: 1. My name is Lindsey Boney. I was retained by Bass Enterprises and its counsel to review the purchase of the Noite property, along with other real estate transactions and events. I am a certified public accountant and certi?ed fraud examiner. 2. The chart attached hereto as Exhibit A summarizes the ?ow of money on the day of the closing of the Noite property based on the HUD-1 Settlement Statements, Bay Title?s bank records, and ?nanciai records produced by the parties. The chart attached hereto as Exhibit summarizes the ?ow of money before and on the day of the closing of the Nolte property based on the HUD-1 Settlement Statements, Bay Title's bank records, and financial records produced by the parties. 3. The chart attached hereto as Exhibit summarizes the corporate relationships among the Defendants. 4. The chart attached hereto as Exhibit summarizes the corporate relationships among certain non-parties. 5. The HUD-1 Set?ement Statements related to the purchase of the Nolte property are attached hereto as Exhibit E. Pennstar produced Bates nos. 23A-24A, 25A-26A, 27A-28A and Bass Enterprises produced Bates no. 93?94. 6. The Warranty Deed from Hopper Land Development South. LLC to Pennstar, LLC and Bass Enterprises, each owning a undivided interest. as tenants in common, is attached hereto as Exhibit F. The Warranty Deed from the Nolte family to Hopper Land Development South, LLC is attached hereto as Exhibit G. 7. The purchase contract between the Nolte family and Bill Springer and Michael Weiss is attached hereto as Exhibit H. The assignment of the purchase contract and amended assignment is attached hereto as Exhibit l. Further Af?ant sayeth not. Dated this 14th day of September, 2017. wac?wy?f LINDSEY QWEY, m, cat, CFE, CVA Sworn and subscribed before me on this My day of September. 2017. 6 . Wr- Notary Public My Commission Expires: Nolte Family (Grantor) -. - '3 Hopper Land Development $5?4?,00 South. . $2,459.00 Check #533501 (Grantee) ms: 0 31-130: {Zr-'nrmnu . $55.00 Check #533502 [Fund l?af. . $302,100.00 Check #533505 . $369.60 Check #533506 Jame?- My: [20,0121le . 35.69500 Check #533507 1:101:41 Bay Title Closing $2,440,125.65 File . $44.179.01 Check #533508 i17- nrfi'xgriiul?mle? ?ems" . 514136370 Check #533509 7: . $146,400.00 Check #533510 E. ml Finally 10. $500.00 CheCk #533511 ?xil F?s-4024; 11. $1,758.842.34 Check #533583 T-lntli?tifiannlv 12. $32,207.00 Check #533589 .J 3 Uppf Total Disbursement $2,440,1 25.65 Hopper Land Development South, (Grantor) Pennstar, (Grantee) Bass Enterprises, (Grantee) .52.440,125.65 Check#533492 Fay We as. F. screw Agent . 510.110.00 Check #533493 [my I'uanrmugn 32.405.340.32 Ponnstan LLC . $4,599.00 Check #533494 Pennstar. LLC tiny hie Insurer-re 32.442.535.33 . . $344,437.50 Check #533495 Bass Enterprises. LLC Bay 11:: 9 Exit Reafty [Hz-Wu! $700,000.00 . 3141106000 Check #533497 Pennstar. LLC Bass Enterprises, LLC mu (mum. LI .0 . $344,437.50 Check #533498 010119;, . $23,930.00 Check #533499 Total Disbursement EXHIBIT $5,535,070.55 Re: Bus ?01211:er LLC at. al. v. Puma-r, LLC at. in the Ch'cuk Court County, Ahhm Summary of Mancini Activity Rd-kd to the Nolan Tanned? At darling of purchase mm: between Springer, W?s and Noll: may: Mr. Spn'nmrmer. Wrist depositmmomyat?adtllully At manta! option to purchm from Brian 0nd Weiss 00 Pennant. LLC: Pmmisw: Springarforusignmautofoption Pennant mun chad: to Mr. Weiss for Inianmcm ofop?on hmmdepoait Bay Tide 30m Account Activity on October 18, 2005: Bass Emu-print. panama that-?nned died: to Bay Title Psalm-r. LLC {was a check to Bay T'nla Bay Title innu chodcs from their mow account: PuymmxofmminimtonitRc?ty from anhprouad: Pmennromronbeh?fo??n?oh?'m?y Hymn: to Hopper Land Developmm South, LLC Payments to Mr. Spring-0r and Mr. Weiss BIyTi?e?JrTi?chmu?perclosing summon? immune (See imam-<00 II. Fulani-P10600600 Unknown purpose Payments to Bay Tide fol-cloning fees. (1001mm: pup-mien md emu-ion Wm Surveyor Pmom oftlxas Nd Money hid: Bus Enterprises. LLC Nat Faust-r, LLC ($750,000 $2,405,340.12 - 30.417.066.00 - $23,930.00) Buyer 3 40,000.00 25,000.00 25,000.00 700,000.00 2.442.535.33 2,405,340.32 5 5,090.00 9,910.00 Sally 25,000.00 25,000.00 145,900.00 2,202,:0205 2.417.066.00 688,815.00 23,930.00 15,000.00 580.00 7,358.00 5,695.00 369.60 5,031,375.55 2,442,535.33 714,344.32 ?hummer-tr 5,637,875.65 EXHIBIT Management Magnolia River Management, LLC (Manager) (Manager) Clarence Burke (P resident) Pennstar, LLC Ltd. David DeLaney (General Partner) Michael DeLaney (Limited Partner) Robin DeLaney (Limited Partner) Bryan DeLaney (Limited Partner) Wolf Creek Industries, Inc. Clarence Burke (1 00%) Principal Attorney Michael DeLaney Baldwin Count Sewer - - Management Services, LLC Attorney Michael DeLaney Alliance, Ltd. Wolf Creek Supersonic, John Industries, Inc. LLC Foley (Manager) David DeLaney Clarence Burke Clarence Burke (General Partner) (100%) (President) Michael DeLaney (Limited Partner) Robin DeLaney (Limited Partner) Bryan DeLaney (Limited Partner) Principal Management Alabama Capital, LLC Attorney Small Michael DeLaney Business Management Corporation (Manager) David DeLaney (President) Michael DeLaney (Vice President) Small Business Management Corporation First Small Business Company of Alabama, Inc. Management (Manager) Clarence Burke (President) Magnolia River Management, LLC Welfi?reek Inc. Clarence Burke (100%) Principal Attorney Michael DeLaney Management Clarence Burke (President) Dorie Burke (Treasurer/ Secretary) Summit Construction Company, Inc. 2% 98% Clarence Burke 1 Dorie Burke Principal Attorney Michael DeLaney David DeLaney (President) Michael DeLaney (Vice President) Small Business Management Corporation 100% First Small Business Company of Alabama, Inc. Principal Attorney Michael DeLaney Management Clarence Burke (President) Dorie Burke (Secretary) Wolf Creek Industries, Inc. 1004 Clarence Burke Principal Attorney Michael DeLaney Management Alliance, Ltd. Attorney David DeLaney Michael DeLaney (General Partner) David [MichaelJ Bryanj Robin [DeLaney DeLaney DeLaney DeLaney Michael DeLaney (Limited Partner) Bryan DeLaney (Limited Partner) Robin DeLaney (Limited Partner) Management Sausasand, LLC 11% 2% Magnolia River Management, Wolf Creek Supersonic? John LLC Industries, Inc. LLC Foley (Manager) Alliance, Ltd. I David DeLaney Clarence Burke (General Partner) (100%) Michael Delaney (Limited Partner) (Manager) Robin DeLaney (Limited Partner) Bryan Delaney Clarence Burke (Limited Partner) (President) .LIEIHXS Management The Oyster, LLC 45?/ 45% 10% Magnolia River Management, LL Pennstar. Cunningham 8. Foley Tucker (Manager) Land Development, Inc. Dorsey 50% 50% Rob Cunningham John Foley . Wolf Creek (Manager) Alliance, Ltd. Clarence Burke David DeLaney Clarence Burke (President) (General Partner) (100%) Michael DeLaney (Limited Partner) Robin DeLaney (Limited Partner) Bryan DeLaney (Limited Partner) Industries, Inc. Management Wayne Hopper HopperLand Development South, LLC 100% Pennstar. me 50% 50% Wolf Creek Industries, Inc. Alliance, Ltd. David DeLaney Clarence Burke (General Partner) (100%) Michael DeLaney (Limited Partner) Robin DeLaney (Limited Partner) Bryan DeLaney (Limited Partner) Engineering Development Management Services, LLC 1 0% 38%/ \3 8% 14% John Avent (Co-Manager) Wolf Creek [John Avent][ Joe Bullock] Joe Bullock 3? (Co-Manager) Industries, Inc. Clarence Burke (100%) Management Crossroads, LLC A 33 113% 33 113% 33 113% Magnolia River Management, LLC (Manager) 50% 50% Perinatal; LLC [John Foley] E'homson, Wolf Creek Industries, Inc. Alliance, Ltd. (Manager) David DeLaney Clarence Burke (General Partner) (100%) Clarence Burke Michael DeLaney (President) (Limited Partner) Robin DeLaney (Limited Partner) Bryan DeLaney (Limited Partner) Management Remington, LLC 50% 50% I Wolf Creek Tucker Dorsey Industries, Inc. (Manager) Clarence Burke Clarence Burke (100%) (President) lull- A1-vh hum avian-u- ?I'l Immum Mutt ?we-m - . A. Settlement Statement OMB No. IBMNM LUNA ?mm: ?an 50mm mam-11:39 l. Mow Iii-lulu Che "nubil- cum: mm lurked arm ?Hide Ill: mm In: forum-mum m?mu?kmommu LNImmMmuiW mudwmu? 6 !!ng Mack Hal HIM F. Kline Ind Mdns: of Land-r G. Properly Location ?1734136 MIAMS up: mums H- Sallie-on INSURANCE comm l. Sudan-II Due Dual): 23. 1M: Madmen COVE AVENUE SHORES, AL 3650. H2. 420. GROSS MOW DUI TO [20. GROSS AMOUNT DUE FROM ?mum mm new 220. TOTAL PAH) um 520. TOTAL WON AMOUNT DUE 302: Loan mm to 303. CASH BORRCWER l.79l.04934 EXHIBIT Pennstar Production 0002.115 WW3 Elana/002 Wham. Hermann: a. unwmu- W- ml mummy Wars I 46590.00 8336683535338 CHARGE-B . We! in MG cull-Inn bud: . 11ml . fut . WM man than No: 1102.] a Luna's I . Omar: Donna Fe! Huh: I304. 1305. 1306- I397. 1105. I400. TOTEM mlhuil?and as It. ?not.? II Mill! I 33835383 Hun an to ?aluminum Imm?m-II-q :md??nll?-I . ?an: DullHanna: 'r visa-um ij A- ?1 tat-z W935 9; tz~l ?If n. 1 II n. ?mu-am lulu-l- Production 0002M v-av' av. bur-Iv: A awn-4:- 'Au?qr? . - . .. A. Settlement Statement OMB No. 2502-0265 Raynorm IDFHA . 1.53m Emlm lmwimmu?u?ullur GDVA 5.0mm:- 51005511139 I amide lb; Newman uul mmhulMdin?tInuls. D. Name tail Alum ufBorrw I. Hm and Adams of 5911::- I. Hm and am ?Lender 'Wm LLC Gem? 1. (than mu? m- Nutty MM: 275 1?10!me alum! 0 !me A?am?e?g?ui mum-mm: - BAY G. From)? Lacuna: 88178-1136 Pinch mz?m H- MN m: mmvuvmm manomn 3m WILMS MGROEAMOIMDWTOM or 1mm "un?t-f. 220. mu, m- nvmnomowtn mTomLmummomm snow! to am lawman mom; 6133. CASE Penustar Production 00023A JAN .UI: 6.1. ?nonnatoua unn_r..um_.l.naumnun IQUUZIUUZ ?nial!? Ht. Huh 11?31? E. aid-nu: mu was a magnum-?Mm; - Pennstar Production 00024A 10/28/2005 12:27 FAX 12519487543 DhonW?-I ?tnwzah . ?n - A. Settlement Statement 0MB No.2502?0265 LDFHA ZDFIHA 3.13: Camila!? till-Number [Loan Number VA 513(31me summwam). 3113-0510-11le a?ohxnafumh?am?edm?vcyuu lurked war: maiden ndmmimlndedindsemk. ?Meawmof?m nN-uderm-rsaur EmineIndAdIlI-motundar Box 1629 Foley. Akbar:- 3653? G. Property mm H. Semen-MAW 88475-336 gnu-4m PM ll? COVEAVENUE GULF [20. GROSS AMOUNT DUE PROM BORROW 439new 220. TOTAL PAID 8'!me BORROWEH 519. MAL ?human AMOUNT DUE mm . man man Penultar Production 00025A . TOTAL W8 common haul 338883686888 313103 all "II-ilk in? "wwuthl?nm ?Muqxih Pal-h- 5161??: lau- I/v .. mm - Jul?"Mann an Mum-u"! Penn star Production 000 26A g" I I. "Lu. .1. v. . ru' U.S. De nr nt of Housiu A. Settlement Statement and "elapmt? pm No. $592.02er I'L'I'ype of Lu" I ID FHA LEI leht 35 Con. Unhn. 6. File Number 7. Lu- Nmber I. Morgue lusunbu-a Cm Number 413 VA 5.0 Canada: 6.0 None (Chan). FTC-05 W-l HIM C. Note: 111%: font: is mm In give you 3 sum crucial madam mus. Asmara: paid In md hy Estella-uni ?in In: M1. In: matted '(wmcl? paid outside Ila: dosing: Ihey shown lust information pom Ind not in the tank. I). Ham and Addr?'i or Barron-Ir ?4 E. Hume and Adams nI?Sdln- F. Name and Address b! Pennant. Baa Emmi-Ida's. LLC Jay Hmu' [and Sash. LLC $3122 3051Property lat-alien 0 H. Saliluneat Agni! Parcels .1. m! 3 npx. 247 actu?- '30 mu: INSURANCE. commv Hm ?Settlement I Salami but: In cove AVENUE mums GULFSHORB. AL 36541 J. 5 ma mun or uonnm?Fm-?s 1 mama ION: x. summ mr Oi strum?'5 '31 CT on: mo cnoss wounrom?wm nonnow 400. GROSS moum' nus 10,3 pa.? 4,880,000.00 Peml Propeny 1 El. Pumml PmpuU IIJJ. Saulmn chimes lo hon-ow (line I490) 51199.00 ?03. I04. 104. nus. \lljl?l?l?? I'm Item. paid h? Alena IL ?lament a ?map? I Burl. - "have . Imcaynm tun-:5 u: In 401. County um 10 I03. mm ID 451 Assessment: to m. 409Iz?. CROSS AMOUNT DUE FROM BORROW 4 385,099.00 IN. GROSS AMOUNT DUE TO SELLER ?ou. mow-I ma n: on BEHA some I: ?n g. mun-non IN mom our: TO smzu Ml. Depnsn or mum money SUI. Elem dcposil [as Insulation) 7 20!. Principal arm Imam 501. SW chimes I .00) W3 ?ame 304. 51H. Plyn??of ?rst mm loan 20$. ~05. mortal 'ecnnd name: log? - 1m son "2?137. 5m. 1a -- 209. 509. Mljn'meut for 11: 7.: Impz-Id by wile Adju?menl [or items by sellel' JID. Ciayhm I Io SIG. Cilthn Ines to . .lI.t?oumyn .. In-mzous w- 10.4.2911. 23.35 '.Il.o:umylxa- In .IZ. Almt? to SI Marine?: lo I3. 114. 51:. 2:5. SIS Zlb. '16. 117. 317. ill. ill :19. TOT AL PAID BORRDWER 37.11135 REDUCTION AMOUNT DEE SELLER mo. CASH on 1'0 nonnawm 600. CASH AT 5:1" ?Lamsm 10 on non I Jill. Gm umnl due [hm homer (line 120) 1 me 653. Gross annual due to whet (?ne 410) 3m. Lu: mum 1:qu byll?or bumm 37.12355 uni. Lu: rah-wan annual due sane: (In: 520) m. as" one mom aonnowza 603. ms? . sauna I REVJIUDJIJIIM Production 00027A Il'I-l U5. DEPAR (SETTLEMENT CHARGES- i 1?0 COMMISSION had on prim ofwuminiun (title 700) It follows: :6 '16 mum AT SETTLEMENT. ENT OF HOUSING gran DEVELWMENT 0 FROM ms mos AT m. 707.. - 70]. Ommissionpliluseulaml 704. 500. ITEHS PAYABLE IN WITH 3M. Lam Guam-mu Fm of . lmnDi'cmu 'J?uf' Amid . emu Input-I Lender?slmpeclionFee ?albumin-Ia Pa: DocPIunIlIonh: TnSme?a MC?e?i?mFx 5538358383858 . .1 REQUIRED BY LENDERTO PAID IN ADVANCE Marathi-u to Wlmumm I: Hana! Insurance We?: for In In . RESERVES LENDER FOR luau] Inn-Inca Mpg: [mm . City In: . 0:me (axe: . Alma] mums AW Bum Adjutant JIM. 'n'fLa camels Seth-ml 1: chain; he hymn-?murmur; ?02. Amm-lillemmh [Ill]. Till: (?Imam 11a: Imam hulk: HOS. Docmml ?Db. I 10!. Nolan? rm Am Tea {inch}: thaw ilems No: Tille immune - 8566853 6' l02.l103uxln04 Lmla?: cos-crap . 0;?ch T4mmom Datum Plimimi?ee Cm?u? Fee Ilium Cum . GOVERNMEN RECORDING AND TRANSFER CHARGES . Mg fees Dual! Deed; 19-00 own-my lam: Mm 3 1 mm . Sal: Dead 3 4,880.00 :Marlganc: 4mm to . ADDITIONAL SETTLEMENT CHARGES . Survey Minion - am? Wanna} BUS. 6685853! 400. TOTAL NJ and SOZSec?oul 1nd R) SMN I an.? &m WAWII Hanan In. mt?m?w-??h-nmnhuq sun-m. 1 1" LN - -- tit? Eu ll. ?abs-ti IUI Ill mm In Irsfah??wn- unlin?ulh-?nl?uu-nlwd?rhh?hw-M Pennstar Production 00028A i I am. Human? ?Lil?l'? A. Statement (LS. of Housing and an Development OMB No. 5502-0265 5 B. me Ill Loan 1 o. ID FHA LEI Com. Unlus. 6. File Number 7. Lou 8. Mom lunar: Cue Number I 4.0 VA Contains GB No?: (Casts). 810-05191 IM i C. Note: This rum: is ?nished to give you a statement ormuut mutants-t can. Amounts paid to and by an: mm. In marked was: paid outside the ctosirq 5 they are shown hue hr inl'amalim purpose: Ild are not includui in the Souls. 0. Hum and Address or Bummer E. Hans and Midi-us ?Sala- P. Name nd Adm-en a! Hinder Penn-unnucmmamimuc wanemmuc I PO no: 1019 1 Fatty. Alabama 36536 6. Property Lm?nn H. Summon! Aglnl Farrah 1.2. and 3 8px. 247 hen; BAY TITLE INSURANCE COMPANY rum cranium: I Sunburn! um I nova AVENUE 1? AL 36542 Wmon: x. SUMMAR or smuws ago": 100. 03083 AMOUNT DUE mom aonaowm . ?on. (mom amoum' nu: Tasman i [01. Cantu-ct sates prim: 4,880,000.00 401. Contact alu ptia 102. Pasonul Propmy 40?. hand . I03. Settlement clauses to hem (line 1400) 5.09930 403. ton. i 404. [05. . 4 s. Adjutant I'br paid by ullzr In ?use: Adjustment Fur ill-ll p?d by seller amine mo. was to ?06. mum to I07. County taxes to 407. County tun to Em; mm to 4?61 Amtno. cnoss AMOUNT no: mom unknown 412599990 ?0.011035 mom nuz?rosauzn 200. AMOUNT PAID BY OR IN BEl-l ALF OF soc. menu-mo" IN mow nu: To?s'r' LLER 20L Deposit a: emu-st mom I 31,195.00 50] . Excess deposit {see instruction) 202, Primipll amount mm 501mm to sullen (line 203. Extsling loam um mm to I axis-mg ms) aka. subject In .04. f3. 7 sum-yommutmtm 205. .Ptyol'l'orsm'td many-glam zoo. son. 20?. m. 2m. sea. 5&3. Adjustment for Item unpaid by Jelly Adina-at for Item: unpaid by m. Cilyt?tuwn In: In 5w. amount was to 211. County was - [MI-mos to Ins-zoos ms to '?2l2 Acumen?: to SIZ. Ame-Its it}. I . 214. m. I 215. srs. . 216. m. . m. m. 51:. 5:9. 220. TOTAL mo wrote nomwm 31,223.35 :20. TOTAL wanton mourn-r mm 5:th i 1 sun CASH AT 'ro sonnowzu . an CASH 31' on mom mum 391mm: mmdua Whom (time 110) .099 60L 0105mm due muttu?m-Ml?j 302. Less amount paid hymn-borrow (?uent!) 37.21335 . 601. La! tedu?liun ml alter (Inn: 520) . I 303. CASH DUE mom BORROWER ?mums 603. CASH SELLER I . FEVJIUDJ (3186} mas 050093 us Danamanoruousmo nmumwavaomw ?m mt SWIM mag L. 3571 1L. ?Mam CHARGES: ?d #1 701:. I m. sALastoKEn's COMMISSION bad on [?lms 5" 1' Division a! wrist - (EM 700) as 70!. 5 701 to 4 703. Comrdsionpaidun?umnl a I 300. ITEMS 3m. LnuD?ym?che 960? [8:02. LonnDim ?of I 303. AppnisulFe-e I 304. Cruqum BUS. 1.:me Faun. Wuwriling Fun I 807. Dawn-slim Fun: . 308. mamas: [3119. manirmm . m. 1 all. all. I . We; rmus amumzo av LENDERTO 3: mm IN ADVANCE .901. Imrmm to 91 May I 902. micllsurlr :pm?unfur In 903. in 904. u: 905. to IMO. RESERVESDEPOSITEDWITHLENDERFOR I001. "223th megs IOUZ. mime was {1003. {Tm-u ?005. Amlmm mags (moo. megs Elliot mg ;qu8. gnuo. TITLECHARGES rum. W2. Amularli'llemmh ?03. ?tbwminltiun Hod. .IIUS. Marya-u ith'u'. i ?T?IUeirrsumncr - it: liOLlliBdeM 1 elm. La?el?scomle's l? WW 3 4380mm EIHI. D-mi?mPriIIinan Oomiechc gma. Rc'merhdil I100. GOVERNMENT RECORDING AND TRANSFER CHARGI mm. Recold'mgl'us Bud! 1990 :Mongaacs mucus mm! .1202. Dead: ;Mmu:ge8 H203. Submit-ups: Deed' 4mm mm: 4,330.00 ?um. ?205. '1300. I301. Survey I302. Milm?m L103. Han: 130d. 1605. 'l306. ?307. W303. um. 5.09m lbw: mmuhwhw ?In! .l 8855555656535 Bly'l'ille Imme?mmuy 200.00 3885585 8 58566535 ?Ti; 4: ?zlvizygti? \iij Eel?u .. m1 Warnin?ullm It. thi?lum?ll REVJIUDJOIOG) BASS 12530094 2?25: L23 12:25 0'3 222-22252; STATE OF ALABAMA COUNTY OF WARRANTYDE- KNOW ALL mm mm ?ut?opper Land South. LLC, a 12mm liability company. the con?daa?m of them mm mm?oned, GRANT, BARGAIN, am, and com unto Pulsar. LLC an mdividad one-hal?l?) intent and mm Bass 12an LLC an mdivlded one-half?fl) waist. as mi: in and to ?m?r respective ?Baldwinsutaof Alabama, describe; as follows, to-wit: (?as EXCEPTING THEREFROM oil. gas and other minerals in, on and under said real 3? cmveyedbyothm l. Ramidiw ?mB-aFwandbm?ld?lgsetbadllha, if any. Alabama. 2. All arc-to lhemcotds in homes of?nludga ofProbIte, Baldwin County, Alabama. ofallpmanswhunmer. i-N? who is men-ennui duly au?scrimd on this the May of 3/ 1 2- f" 124.." .2005. a i" gig: Egg I I 3 742:? 9 gang; we BT- my; 6/ (SEAL) :3 i; in; Its: as! .0 - 2,2 22EXHIBIT Production 00030A sumac? 550:5- COUNTYOF 64.155 c. (2.. whowmeas L?gsz/F ofHop rLand wtmuaa?mmd?ahil?ymm?sd 10%me andM-miak tome, edged Mb?ngin?amndofmemmof?nmww, Lg Isaiah 43mg. 1W dlyof ,2005. M514 9mm (2. M00 :9 339903? I, Gmme's Adam: pom Mm mama-mac ll IOMMSIIBBIA hm 935559 Pig! Sci 3 Production 00031A :5 07, 64% 4? STATE Gamma? COUNTY OF BMW WARRANTY DEED MEN BY THESE PRESENTS. Id: Sawycr nun. nko known as Nancy Rum and George J. Nelle. Husband and wm, John H. Ham. 3 named nun Ind Gum Mickey Motto. a manta! m_ths drums, for and In Warn of the sum of TEN AND Halon (?10.00) Wild?. in cash. Ind tar olher and land valmbk consideration. nanny IdmoMedged hm ban paid 0mm 53.3mm Land mam Ruth. LLC. the Grantee. dons hmby. abject to al! mm: mm mundane-d. GRANT. BARGAIN. SELL and COHVEY unto the mid among, its ram?, m?wit TAX ID ID TAX ID Wham AND A PORTION ID mm all? um GMT SECTION 31. I SOUTH, RANGE 3 EAST. BALDWIN mm. ALABAMA AND 611mm RANGE 3 EAST. BALDWIN COUNTY. ?m?m AND BEING MORE YMMV DESCRIBED AS FOLLOWS: WENCWO AT INTERSECTION 0? NORTH OF MY 3059 AND COMMON mm mm 3 W. COUNTY. AND m3. WP. SOUTH. RANGE 3 3051?. WIN COUNTY. mm? ALNG THE SAID GRANT LINE 5 Jim-l. m7 To 8" IRON 0? mm UP MY (W WW) BEING THE POINT OF BEHINRINO: mt; 8MB GRANT SECTION UNI am Put TO AN IRON Tmu' WW. ntr?l?o SWW. mm AN IRON PM ?mam W. 619.53 WAY OF BALDWIN COUNTY WAD ?lm ALONG SAID DP BALDWIN COUNTY ROAD ll}. W. mm CONTINUIIKI SAID mart-0M?? OF (30m A mm MAN ARC mm: OF SAID CURVE HAVING A 09 W. A ??lm OP mus FEITTO AN THEICE um [mm IRON Pl?l 5 "7-52 mm AN IRON PIN: THENCE Hinton IRON 5?31? main-OHM? 0? Bi? ROAD EAST 111m m0 SAID RIGHT OF WAY 0" MY ROAD 3451'. 3 3.242,.? ?"7065 m0? 147-.? -ACR- DR LBS. EXCEPTING WERKFROM sucho?. salad othu'm'nenll in,onund withn?righuinmmeulm TOGETHER ALL AND SINGUMR, use rid?l. mun. Wham and mm Iii-mum belonging, orin mom?d Chute. in mm! mm. FOREVER. ma cs SUBJECT 10 m: FOLLOWING: Restrictive coma. muons. ad building out haul: linen. ?any. applicable In as! property armed in lb: Off-ca emu My: ?Prob-w, mm County. Nth-m. 2. All recordingnd'nmuunmme WinlhmuIMJudgenme Baldwin Akbar?. mm aid aslgnu. gains the WM dalmafal mm John?mltt and Georg: Mm Nollndohereby rcpt-mat and hauls propmy dunno: mum-1: hammd proper? for thermal": or formal-spam mm (In mahgd??aG-IMW IN WITNESS WIIERBOP. the 0mm I'm quanta! IhuEXHIBIT 6- rum-eat mm 9.5. In 3 1,115th (76? Sm: MM comm 09m? l. MIMI-aimed. lad ?amine-charming? H. Nola,- STATE coumv arm? My ??3?wa :10?3?If? day man. being infer-11nd nfulu: Given mdormr Grantee: Mung: (2L1. 21g!" gag guy 5! 7'5 d?oh $4 50327 I I 7 A mm "ml! in 1 wag-mm?m admin: ?lm-la? slim m1: 91 Zigdgihzmn Hone II. Nelle 5} u; -. (SEAL) Guru: "its; None 1? STATE OF 9 212% com arm kuwulds?mcy Nola. unwind me. Wield?! hMofl?emoI f2?g_ Lit-71,41? ,m {la/2'1 w. My?kb-P 1.53:6 -1 1- ?13'5 If. .1 .- 3 - 9;.COUNTY or Gmumma Wi'? than? ernf L- (I a J- . i 11H. #4 ?Volt15100033 :1 ,9 N: am -. ?imm' 4. . ho Instr-wt 9345!! M: 3 PURCHASE AGREEMENT 0 - LISTING COMPANY: Emil. mums. COMPANY: IVE 3:913: ?coinpieled It} ti: . to at initial necepinnoe oi? the iinel o?'ee) Date Initial: - PLEASEREAD CAREFULLY J'i?hhieniegaliy my lei-in lean! conned to lenient Ind/or prepare this PutnilnenAgreemnt ibr you. Title in pdorio it: signing byniipnr?uiemhjecttonego?n?on between Wherever Put-diner or Sean-amon?ontid. below, Pinch-Sundown than represented A . mmcowm L: museums COMPANY W5: checked) 7m block; my be checked) (Tm blocks may be agent ofihe seller agent of the seller Cl An agent ofihe buyer An agentof the buyer CI An agent of both the seller and buyer An agent ofboth the atelier and huge; and is acting as it limited common! duel agent . I is acting II A limited caramel ?nal agent Assisting the buy, er__,soiier In I intonation btoitet Wain; the __mxrx file Motion broker Selim-(e) initials Panhui?s) initiating-3 4? . PURCHASERS OFFER: I. TBEUNDERSIGNBD, YOFFERSTOPURMTHEPROPERTY Locumdin?tetltyot I. or .Alabeme. niyknownas 1me as: )9 _a my . ?24351 4. I . mnemoftomuy.f~= af?ne? in; Leanna-intent mums?ginning.? is?! Heater MT ?9?an 2. TEETERM INDICATED BY BEOW apron: i'niiptn?mepticenpon execution enddeiivety ?Solo. :4 NEW WLMORTGAGE: ?twig?mm tion nodde?vory ofWan-antyDeetilBili ofth contingent ?[10an ability to obtain a your (type) mougngein the amount 0? lien munaiinteteemtenot toexceed __th for which to apply pompuyirlendum?iptepnldendionn by Platinum.me Grunge . DSeiier.Aii .nolincludlng Purchaser has become-am for loan in iboemount of 5 by Imdeneritm veri?cation PunizmeAgreemeni. Ci LEN DEE): 3 upon execution madame-y oIWamnty DcedIBiil ?Summing: Waders Dinelnding Notations]! otpoymentduewhenpaid me than aria-onetime . bulidingeand (and ?ood in?uence it? required by Sella) with standard mastication. Porches: ?atyeu'e 0mm MORTGAGE: ADDMDUM mmomonpnomtom:_ is {[3110th topmperty appalling thepurcimeptioe. 'i?ltePtnciIeset ainii. hom.hnve ihopriviloge and option ornroceeding with the consummation own contract without regain: the mount anon sppmieed valuation. 3. ALLMROVEJEM's, PERMANENT FIXTURES AND INCLUDED IN THE PURCHABE . .-- . 4. no new or PERSONAL Pnonnm shall be hastened?to pure?hater union many itemized herein. Em; and? improvements located on Feirhope Single Tax Corporation poverty tint! be part or the property and not considered pet-soon. ANY PERSONAL PROFERTY the! tines remain is of N0 VALUE tor appraisal and mortgage loan purposes unless otherwise noted. 5. PURCHASER HA9 EXAMINED THIS PROPERTY and latent! toacceptsomcin its present condition. neoplasms! heap-owed herein Healing. cooling and air-conditioning equipment. including window unite. plumbing. and electriml system and appliance shall be warranted by Seller to be in woridng order at time oi'conveynnoe. Ptoviding utility nveilnb?tty. it? necessary. for this inspection is the responsibility or the Pin-chaser 0 Seller. Purchu?' my be required in sign a ?nal Cited: Inspection Form. indicating that the inspection wan completed and that the property we: acceptable. union chemise noted on the limo. Purchaser understands that in Sales Associate accompanies mien- on this Ina: inspection it will be as a courtesy only and not In a person quali?ed to detect any defect. Coat oi?eepIic tent Inspection and coat of well water testing. if any required. shall be paid in: by . Purchaser Cl Seller. . is for the exclusive uni ?utter: snowmen 0.22183: 0730? membrane. EXHIBIT 6, IS AWARE that professional inepeedon snug-77"- systems. and any other items of to Powhatan. . am n?trailahi'eby ome-ehaeet": meeting. sue to r. c. it not mbjeetloseid inspection. Ifeaie is nbjeelto one and trend inepectionlefound writing widtin? business days of this Will. Otherwise. this eontingoncy will be considered moved at the expimion ofencit period. WAW subject shall not be ?tmiehednieetpense of 8. PAINT dwellings constructed JJK palette 9. fmmabonded udiiceoeed termiteoontrol that: visit-timezone: by linen awaiting. that ihedwelling. carportand mainline from ?active inteeteiion by hence: or fungus and damage caused by elegantly active infestation. The mutant tonniteeommot. 10AM. AD YALOW mm, HOMEOWNERS ASSOCIATION DUESANDANY RENTS being collected lion) atis?nglenents are to be minted at time otolosing. Promoter to honor any eon?rmdrettinin booked at time a1 publidtod rental rates. All bandwonmmnilni?mtlen Office. the W088 nyrollbenkorotherndditionnl mama bepeid Seller. improvements. Seller.Any Willow lathe '3than Bolton}! by DSelier. 11A CURRENTSURVEY shall 0 shall notbe muted prior toclosing and paid for by Purchaser B??ler. 13.A. PURCHASER to pay cloning agent settlemmt fee. recording lee and title instnanee policy required by lender. B. HELLER to pay l'or preparation of Warranty DeediBill orSale Ind Owns-'3 ?lltle In?uence Policy in the mount of the nominees piled. 14.3ALESEALLBEGLDSEDAND 9mm, onmnn deHVered on .20 25;. ?sooner. rr Mind -I tnunielly agreed upon in writing by Finches and Seller. iitioagreemenL 'ntieieto betaken in tbenemesmoi lei beoi'tbeesaeneo tb- with 0 without right nfsut-iinp. m:m autism}; to Ptonbneer. The orgy is sold end?lnrto be conveyed tablet! to I -- I diluent! and mining rights not won} by Seller and subtract to present netting anti ?oodplain desalination, utility easement. covenants. restrictions and building not . :klioeis. Seller owned mineral rights do El do not convey. lilhndo?ngis ?sibatoenbereedilycmected. 16. A PERIOD OFTEN (10) D. ilorn date of closing. on stated in plump]: 14.813811 be allowed for cloning lithe tonne otpmoitatte a new mortgage and ti .ender issue: a mitten unconditional eminent letter on later than the date of cloning in paragraph 14 above but is delayed in cousin: sting the mortgage. 17. RISK OR LOSS BY FIRE latl.? casualty. - condemnation: shall be on the Seller until title In conveyed. o! mepropuiybcyondmudmswenh!" 1y! 0 3.1150 in: L1 does hereby guarantee litnteitbedtteoianmtnierof the miners. millions and Wily mm 5? JOEL. ?L_Dun. pmJoobr: timithirt inmate-moment: Ddteck lo?ier'chaserJfIhisorlIaie accept Earnest Monoycbectleretnmed for inmflicimi fitndsozotbomleenol honor-edby the bank drawn upon and Mamba not delivered good times to Holder within three (3) days of bank's notice to Holder. then and in that event. the Seller. at his sole distention. .. 3m the tight to montage Agreement by giving written notice to the Pomona. l. bl CL fume-4 BELOW ormonaorao?ms . - ?macaw . ?what-1m. - :33. 91h:- 1.14:: {cite-{m Fv?wyv4":va mums: - A. Default In the event that PURCHASER fails to 002me this Agreement, SELLER shall have the right to pmue any remedy available at law or in equity at a result aim m, Including speci?cwy. without mutation. thedgnt to mm the MONEY. the right to mono: SPECIFIC PERFORMANCE of em Agretmeut, and-(u) the right z: mm um um, and theimfter Recovm DAMAGES against memes}: for breach by PURCHASER the-oar B. Denim by SELIER: In th'eumt that serum felts shall have the rightto pursue my remedy available at. law or In equity as a result oi'eueh hunch, including speci?cally. without Won. the right to receive the RETURN of the MONEY, the right to ENFORCE ?m0 monumen- of the obligation or mate) this AGWTM theruette: RECOVERDAMAGE 3mm rot-breech [1me thereof. . GARBITRATION: HanArhitretion otmeeh lsugnuubye? Maserati: Selim to thetemeahall foreleewhem. AND 831L313 heuby acknowledge and con?rm that this Purchase Agreement name the entire agreement between the pet-ties hereto and no modinn?bn a! maul-amt shall be binding unless attached hereto end signed by both 24.TEE mam TRANSMISSION of: signed copy haeol'or any mnemon- to the other party orhlelhu: SeleeAneoutnte, followed by; facsimile acknowledgment of receipt. that] delivery ofuid signed document. The plates est-w to af?rm tool: delivery by mailing orpeuonaiiy delivering a signed original copy to the other party or Me: Salas Annotate. mu. PARTIES TO THE PURCHASE AGREEMENT and a?mowtedge that Ltetm Brokewsem 3mm endIorSeiesAuoumee mnotpmiea to no: assume myglebttity mperfmmue army putt? to this agreement. mmereuupyumueemuwatm ddend .tf .Whioh thiePulchueAgsufgv?el?e?T? Iii/531.. I a any mmdeaputof 4? f. ..-tetpriuo 5; see_ Pmuuae?it- - Witneux WMgAumiamxmm)&m - - .0 tun. 013.1; .- ?a-D Ian. ml! monet- tore yorihtsA tend ad which arentade pert oi?ihis Purchase Agreement. (:09 eddenda. theySellerx :15, gel: :2 *meWssr. a? 3d!? (urine 5 sew Quinta-me a title is held) ngAm mite: (roe)- (wk) Witnessx e. Listing Astoutuex?gfs 2233194an Eli-.2361? RPURCHASERWACCEPTANCE OF FAG CE: Pomona mun-ledge: receipt ofSeiier's acceptance of mm art's. In the uhta acceptance was abject to main changes [tom the Pinhead: offer. the Put?hueer agrees to nocqt aid comm. All other pm one of the original aftermath unchanged. '0 ?11.0 mated )ete: 30?. .- . mu snow mum: ormaxsogsgme ?rm. Il?vd. caught-mammali- I c. ?v ,4 a .. -41~61 Orange Beacthulevard' Fax: 251-974-2348 52' 5? . Emilie?E-d?gg? . I rs?l'hone: 251-974-2247 OrangeBaach,AJ. 36561 .. I I i 1 . ?no; - (PAM: ?43247. ERQM: Aka, RE: - ~mums mammamm PAGE: 3:3; 251-954-5934 mam m-wmnm Him ?m "m 31-5715!? Macadam 1 1'0 Ira-? . .v i 4? 25 h?ocn?tm?dh? i 44- Am mumSales- Y. Mam 1?25? AW 4m A: . rlHun-(r. nygas 13:99 3955576534. .- .. CW .. . emuon a. . .gvp?. ASSIGNMENT mmwm~m do an mammamm Antana- mhum Minimum mammary: WW dummumormm Bu mam-?0; mehmummw claim 0mm 0mm Minimal! to thur do: moth Ham Wm. WNWo?mu?mhd?l ?hymn Winn ?5,th mama-u Aim. Madam EXHIBIT nun .. . Whamkmhaw Iowan-1 wimbeohdnsonb?oofml Mum-un?t? Coamumodl?edw?umnf?lhus?tm thom?mdsudmu?mwum mammals Am MAM ?Wail album-uh W?l mammuw?ed byAnlpnund Adm handing Ma Assignment. Manama! 1mm n?htmofmom?mummudmy. i?tlsaoadm mm WWI-sully ??h?dhvtu Moran ?abicfurmmofjudmmebrmm ism Dorm. u: mamwmr. ngnlem Mummy - 9mm suns" @331" - a, . STATE 03w F?s-worm 0cm ma? Woman-nu mifss arm? 1-: Av au?. 99'! '30? I ?10 WL Ms. Judy Smith Bay Title 251?948-7543 Re: 244?Acre Magnolia Springs Property Judy: You have informed us of a de?ciency ln-Seliex?s delivery of acreage as called for by the Weiss Springer contract, as assigned -to?Rennsiar, ?Assigned". You have advised us that Assignee has requested an adjustment to their consideration, as set forth in the Assignment Agreement, of 1.125 10,000, or 11,125, in consideration for the related de?ciency, as determined by Assignee?s review of the Property Survey and Seller's hoidback delineation. Please allow this letter to serve as our acceptance of a discount to the consideration provided for in our Assignment Agreement with Pennstar, L.L.C. In the amount of 11,125. Accordingly, please coordinate and affect the reallocation of this portion 11,125) of Pennstar?s funds placed in escrow 700,000), resulting in a net distribution to Weiss Springer of 688,875 as set forth by our Assignment Agreement. it", I . i 2" ?ii" - BY: (Mm: .em Springer/i" Michael Weiss Date: October 23. 2005 Date: October 23, 2005 PennstarDO1960 We. APPENDIX 2 10:3.Grounds that will justify rescission, Tilley's Alabama Equity 10:3 (5th ed.) Tilley's Alabama Equity 10:3 (5th ed.) Inuit} \ll} llmicll. (?lmiucr llI ul .1 9' 10:3. Grounds that will justify rescission Fraud in the Inducement When one ?is induced to enter into a contract by fraud, he has an election of remedies, either (1 to rescind the contract and sue for his money back, in which event he must give up possession of the property and restore all the bene?ts he received under it, or (2) af?rm the contract, and sue for damages for the deceit, when he may retain the property, and its other benefits.? I A deed is ?absolutely void where the grantor?s signature is obtained by fraud going to the nature of the instrument he was requested to sign.? Likewise, a forged deed is void and completely ineffectual to pass title. 2 Alabama law does not require a plaintiff seeking rescission of a deed based on an allegation of fraud to prove intent to deceive. The Ala. ("ode 6-5?10] states ?Misrepresentations of a material fact made willfully to deceive, or recklessly without knowledge, and acted on by the opposite party, or if made by mistake and innocently and acted on by the 1 a, opposite party, constitute legal fraud. Mutual Mistake of Fact or Law A contract or conveyance may be reformed or rescinded based upon a mutual mistake of fact or law. 4 There are conditions and exceptions, however. ?To justify rescission, a mistake of law must have related to a question, the answer to which was assumed as part of the fundamental basis of the transaction." 5 It was previously the ?rule that a contract could not be rescinded for a mutual mistake if it was a mistake of law. By and large, that is no longer true and it is of no critical importance whether a mutual mistake is one of fact or law.? 6 The statutes allow reformation of contracts that do not ?truly express the intention of the parties." 7 And this principle should be no less applicable to a case seeking rescission ofa contract instead of its reformation. Unilateral Mistake of Fact or Law Rescission is available when a unilateral mistake relates to the substance of the consideration, and it occurred deSpite the exercise of ordinary care, and enforcement of the mistake would be unconscionable, and the other party can be returned to the status quo ante contractus. 5 The Alabama Supreme Court very aptly described the law as to unilateral mistakes: it has been declared that if. in the expression of the intention of one of the parties to an alleged contract, there is error, and that error is unknown to and unsuspected by the other party, that which was so expressed by the one party and agreed to by the other is valid and binding as a contract, which the party not in error may enforce. In other words, a party to a contract cannot avoid it on the ground that he made a mistake where there has been no misrepresentation, and there is no ambiguity in the terms of the contract, and the other contractor has no notice of such mistake and acts in perfect good faith. A unilateral error, it has been said does not avoid a contract. But this rule is by no means invariably applied 10:3.Grounds that will justify rescission, Tilley's Alabama Equity 5 10:3 (5th ed.) in the cancellation of contracts. It is said that mistake may be a good defense when hardships amounting to injustice would be in?icted on a party by holding him to his apparent bargain, and where it is unreasonable to hold him to it. However, a unilateral mistake in the making of a contract, of which the other contracting party is entirely ignorant, and to which he in no way contributes, will not affect the contract, or afford ground for its avoidance or rescission, unless it be such a mistake as goes to the substance of the contract itself. Not only must the mistake be material to the transaction, but the person who made the mistake must show, when he applies to an equity court for a rescission of the contract, that his mistake is not due to want of care or diligence, although the conclusion warranted by the best considered authorities is that mere neglect may not be a bar to the setting aside of the contract unless it is such as amounts to the violation of a positive legal duty and such as prejudiced the other party. What has been said applies only to cases in which one of the parties is entirely innocent of the other?s mistake. 9 If one of the parties, through mistake, names a consideration that is out of all proportion to the value of the subject of negotiation and the other party realizing that a mistake must have been committed, takes advantage of it and refuses to let the mistake be corrected when it is discovered, he cannot under these conditions claim an enforceable contract. Where there is a mistake that on its face is so palpable as to place a person of reasonable intelligence upon his guard, there is not a meeting of the minds of the parties, and consequently there can be no contract. While the statutes allow reformation of contracts that do not ?truly express the intention of the parties,? and while this principle should be no less applicable to a case seeking rescission of a contract instead of its reformation, it has been held that the statute does not authorize relief based upon the mistake of one party in absence of fraud or inequitable conduct. 1? However, the doctrine of equitable rescission has no application in the ?eld of public?works contracts. If a bidder on a public-works contract makes a mistake in preparing the submitted bid, the bidder can only either forfeit the bid bond and decline the contract as awarded or accept the contract. This is due to a statutory scheme 12 surrounding public- works contracts which supplants the equitable doctrine. Invalidity of Contract Although a void contract need not be rescinded, it is otherwise with respect to voidable contracts as where a contract is voidable because it was induced by fraud or was obtained by duress or undue influence or was executed under mistake. Of course, the exercise of a right to avoid a voidable contract Operates as a discharge of such contract. '3 Alabama law follows this general rule and recognizes a distinction between void and voidable contracts as it relates to the equitable remedy of rescission. As to voidable contracts, they can be rescinded. However, ?there is a well-recognized limitation upon the right of rescission even in such cases. Ifthere has been part performance of the contract,-that is, to such an extent that the status quo cannot be restored,-then no rescission can be claimed.? Of course, this limitation equally applies to other contracts for which rescission is soughtvord contracts, 1f the contract 15 vord, ?there is no occasron for a because there is nothing to rescind. I Since there is nothing to rescind, a notice of an intent to rescind is not necessary. ?No presumption arises, under a contract void under the statute of frauds, that its nullifying defects will be waived by either party; and neither has a right 10:3.Grounds that will justify rescission, Tilley's Alabama Equity 10:3 (51h ed.) to assume that it will be by the other party. If the contract is void under the statute of frauds, there is nothing to rescind; the agreement, so long as it remains unexecuted, vests neither party with any legal rights as against the other.? '7 As to illegal or immoral contracts, the law is, quite justly, harsh. ?The law will leave all who share in the guilt of an illegal or immoral transaction where it ?nds them, and will neither lend its aid to enforce the contract while executory, nor to rescind it and recover back the consideration when executed." ?3 However, this statement of the rule presupposes ?voluntary action on the part of both parties. and rests upon the assumption that they are equally at fault. The rule is therefore subject to the quali?cation that, if the payment has been extorted or induced by duress, oppression, or undue . . l} influence, it can be recovered back.? I Failure or Want of Consideration 20 A party's inability to perform a contract after it is made is, as a rule, a ground for rescinding it. However, mere ?inadequacy of consideration is not sufficient to authorize the cancellation of a contract.? ?Nor will mistake partial failure of conSIderation, in the absence of fraud, authorize the cancellation of a contract. I In cases that are subject to the Uniform Commercial Code, a different rule appears to control. The supreme court held that the tender of a check which was not honored by the drawee bank justified rescission of a contract. 32 Repudiation or Renunciation and Anticipatory Reputliation An anticipatory repudiation, or repudiation before the time when performance is due, warrants rescission by the other party and a recovery upon quantum meruit as far as he or she has performed. However, an anticipatory breach of contract must be an unequivocal repudiation; a mere request for a change in terms or for cancellation does not constitute a repudiation. 2? Speaking of the right of rescission for breach of the contract, the supreme court used the following language: 24 A contract is made by the joint will of two parties, and can only be rescinded by the joint will of the two parties: but one party may so wrongfully repudiate the contract as to authorize the other to renounce it and refuse to be longer bound thereby. This happens when the acts and conduct of one of the parties evinces an intention to no longer be bound by the contract. Merely because a given act or course of conduct of one party to a contract is inconsistent with the contract is not suf?cient; it must be inconsistent with the intention to be longer bound by it. Every breach of a contract is, of course, inconsistent with the contract; but every breach by one party does not authorize the other to renounce it in taro. Breach of Contract Where there is a contract involving mutual continuing duties on the part of both parties, and one party has breached, but has not repudiated, the contract, it is the duty of the other before rescission to give notice and opportunity to live up to the contract. A ?slight or casual breach will not justify rescission.? However, the ?inability of a party to perform a contract after it is made is, as a rule, a ground for rescinding it. The fact that substantial performance by one party is j. - impossible or that a party is unable to perform a material part of the contract 15 a ground for 3? 10:3.Grounds that will justify rescission, Tilley's Alabama Equity 5 10:3 (5th ed.) Under the Uniform Commercial Code, a party can revoke his acceptance of the goods that are the subject of the contract. 26 What constitutes revocation of acceptance within a ?reasonable? time is judged on a case-by-case basis. And, the ?continued use? of the goods ?after revocation? may be ?wrongful,? but it does not follow that such continued use constitutes an acceptance of the goods. Many cases involve extensive use of automobiles and motor homes after revocation. The appellate courts ?emphasize the practical consideration that an individual who buys an automobile or a motor home may very well be unable, without extraordinary ?nancial difficulty, to tender the automobile or motor home and do without it until the litigation concerning it is completed.? 27 (I1) Impossibility of Performance The inability of a party to ?perform a contract after it is made is, as a rule, a ground for rescinding it. The fact that substantial performance by one party is impossible or that a party is unable to perform a material part of the contract . . . 1 2:4 IS a ground for Other Grounds Other grounds for rescinding a contract that have been recognized by Alabama's appellate courts include unconscionability and failure of one party to use his or her best efforts to perform his or her duties under the contract. Alabama law provides no implicit standard of unconscionability. Thus, each case must be considered on its own facts. ?Rescission of a contract for unconscionability is an extraordinary remedy usually reserved for the protection of the unsophisticated and uneducated.? Unconscionability ?relates to contract terms that are oppressive. It is applicable to one-sided provisions. denying the contracting party any opportunity for meaningful choice.? 29 The supreme court held that an art firm ?did not exercise its best efforts? to cause a limited-edition work to be printed so that the parties could approve and manually sign and number each print of the limited edition as soon as practicable and to sign a plate upon completion of the printing of the limited edition. This was based upon the Uniform Commercial Code provrsron that when a time for performance IS not specrfied, it IS a reasonable? time. "1 1"iw Inf-'3 33:. I (Iva! ?balm Footnotes Center. Inc. v. Rune. 71 I So. 2d 90]. 906 (Ala. l997}, as modi?ed on denial of rch'g, (Nov. 14. 1997). Shef?eld v. Andrews, 679 So. 2d ?352. 1053 (Ala. I996). See also E. L. Slrobin. Procuring signature by fraud as forgery. ll 1076 (Originally published in 1967); Am. Jur. 3d. Deeds 137. 139. Eaton v. Waldrop. 45 So. 3d 371 (Ala. Civ. App. 2010). Meyer v. Meyer. 952 So. 2d 384 (Ala. C?iv. App. 2006). Willis-ton on Contracts 70: 25 at on (4th ed), which was cited and quoted in Meyer v. Meyer. 952 50- 3d 334. 391 I14 (Ala. Civ. App. 2006'). See also Restatement Second. Contracts 152(1) (198? (?Where a mistake of both parties at the time a contract was made as to a basic assumption on which the contract was made has a material effect on the agreed exehange of performances, the contract is voidable by the adversely affected party unless he hears the risk of the mistake under the rule stated in (1 Williston m?l Contracts 70:106 at 533 (4th which was cited and quoted in Meyer v. Meyer. 952 So. 2d 384, 391 n.4 (Ala. Civ. App. 2006). However, see West End Sav. Bank v. Goodwin. 223 Ala. IJ In): 10:3.Grounds that will justify rescission, Tilley's Alabama Equity 10:3 (5th edIx.) I9 l4 Is135. 135 So. 161 (1931) (?court will not reform a contract for a mere mistake of law,? but ?when the legal effect of the terms agreed upon by the parties to be employed in a written instrument, through a misapprehension or ignorance of their import, results in a contract different from that really entered into by them, the court of equity, in the exercise by its moral jurisdiction, will reform A121. Code 8-1-2. See also Clemons v. Malletl. 445 So. 2d 276 (Ala. 1984) (One of the established grounds for reformation of an instrument is mutuality of mistake.) Am. Jur. 2d. Contracts 550. Ex partc Perusini Consl. 242 Ala. 632. 635?636. 7 So. 2d 576. 578 (1942). See also Strickland v. Rahaim. 549 So. 2d 58 (Ala. 1989). 9 Ala. Code 8-1-2. See also Clemons v. 445 So. 2d 276 (Ala. 1984) (One of the established grounds for reformation of an instrument is mutuality of mistake). Amcrican-Tradcrs? Nat. Bank v. Henderson. 222 Ala. 426. 133 So. 36(1931). See Ala. Code 39~2-1 el seq. Clark Const. Co.. Inc. v. State ol?Alahama Highway Dept.. 451 So. 2d 298. 301 (Ala. Civ. App. 1984). Am. Jur. 2d. Contracts 548. Piedmont Land Imp. Co. v. Piedmont Foundry Machine Co., 96 Ala. 389. 11 So. 332, 33311892). Drinkard v. Supply Co.. 244 Ala. 619. 620. 14 So. 2d 585. General Mills v. Carter, 29 Ala. App. 299. 301, 195 So. 303. 304(1940). Nelson v. Shelby Mfg. Imp- Co.. 96 Ala. 515. 1 So. 695. 700?701 [1892) (contract void under the Statute of Frauds need not be rescinded as long as it remains unexecuted). Berry v. Dunn. 201 Ala. 275. 78 $0.51, 52(1918). May v. Draper. 221) Ala. 214. 124 So. 89. 90 (1929). Am. Jur. 2d. Contracts 564. Stephenson v. Atlas Coal Co.. 147 Ala. 432. 41 So. 301 (1906] But see Alabama Football. Inc. v. Stabler. 294 Ala. 551. SS4. 319 So. 2d 678, 682 (1975). (?While it is true that ?nancial inability to perform .. whether due to poverty, (or) ?nancial panic does not excuse nonperformance of a contract, it is equally true that: ?The inability of a party to perform a contract after it is made is, as a rule, a ground for rescinding it. The fact that substantial performance by one party is impossible or that a party is unable to perform a material part of the contract is a ground for rescission Coker v.1ackson. 591 So. 2d 61. 63 (Ala. 1991'). Am. Jur. 2d. Contracts 566. Birmingham News Co. v. Fitzgerald. 222 Ala. 386. 133 So. 31 (1931}, quoting McAllister?Coman Co. v.Malhews.167 Ala. 361. 52 So. 416. 417 (1910). Alabama Football, Inc. v. Stable-r. 294 Ala. 551, 554. 319 So. 2d 678. 681418211975). Ala. C'odc 7-2-602 to 7-2-608. Ex parte Stem, 571 So. 2d 1112, 1 113?1115. 13 U.C.C. Rep. Serv. 2d 1070 (Ala. 1991)), rev'g Braden v. Stem. 571 So. 2d 1110 (Ala. Civ. App. 1989). Alabama Football. Inc. v. Stabler. 294 Ala. 551. 554. 319 So. 2d 678 (1975), citing the predecessor of Am. Jur. 2d. Contracls? 564 (Am. Jur. 2d. Contracts 506). Marshall v. Mercury Finance Co.. 550 So. 2d 1026. 1027-1028 (Ala. Civ. App. 1989). Ala. Code 7-2-3139. Jackie Fine Arts, Inc. v. Berkowitz. 448 So. 2d 318. 321 (Ala. 1984). Full 01 WESHJAW 1 31113 Thomson Reuters. No claim in uriginul 11S. 10:5.Election of remedies in rescission actions, Tilley's Alabama Equity 10:5 (5th ed.) Tilley's Alabama Equity 10:5 (5th ed.) l'Iiley's \iuliuma [1111in l'pdaie? llUliL?li. ii. N1. Chaplin 1U. Rt-xcissmn nl'a ?nuimu 10:5. Election of remedies in rescission actions ?It is well settled under Alabama law that a plaintiff may present alternative, inconsistent, and mutually exclusive claims to the jury.? 1 However, the plaintiff may recover under only one of these claims. 2 ?Generally speaking, the effect of rescission is to extinguish the contract. The contract is annihilated so effectually that in contemplation of law it has never had any existence, even for the purpose of being broken. Accordingly, it has been said that a lawful rescission of an agreement puts an end to it for all purposes, not only to preclude the recovery of the contract price, but also to prevent the recovery of damages for breach of the contract.? 3 When a person is induced to enter into a contract by fraud, ?he has an election of remedies, either (1) to rescind the contract and sue for his money back, in which event he must give up possession of the preperty and restore all the bene?ts he received under it, or (2) affirm the contract, and sue for damages for the deceit, when he may retain the property, and its other benefits.? 4 However, the supreme court has af?rmed an award of punitive damages when the plaintiff rescinded a contract that was executed as a result of fraud in the inducement. 5 - f'll? ileum-m lx?glIIt-r~ ?initii in (inn Footnotes v. Andrews. 679 So. 3d [052. l053 (Ala. Ex parte King. 591 So. 2d 464 (Ala. 199]}. 2 Shef?eld v. Andrews. 679 So. 2d 1052, ?153 (Ala. [996); U. S. Fidelity Guaranty Co. v. McKinnon. 35ft So. 2d 600 {Ala 1978). Alabama Great Southern R. Co. v. independent Oil Co. 230 Ala. 322, [60 So. 720. 722 (l935). 4 Hillcrest Center. inc. v. Rone. 711 So. 2d 90L 9064")? (Ala. [997), as modi?ed on denial of reh?g, (Nov. 14, 1997). Shef?eld v. Andrews. 679 So. 2d 1052 (Ala. 1996). 3J1 Ind nl 1' \Vuiltx. v0: MM: