THE INVESTIGATION OF
MASONITE CORPORATION and INTERNATIONAL
PAPER COMPANY
Below is the text of a document dated June 29,th
1998 concerning "THE INVESTIGATION OF MASONITE CORPORATION
and INTERNATIONAL PAPER COMPANY" by the Attorney General of Florida. This
is the text from a scanned image of the settlement. A PDF version will
be also available. For an "official copy, please contact the Florida Attorney
Generals Office. Please see the text highlighted
in red.
IN RE: THE INVESTIGATION OF
MASONITE CORPORATION and
INTERNATIONAL PAPER COMPANY
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into this 29th day of June, 1998, by
THE DEPARTMENT OF LEGAL AFFAIRS, OFF,ICE OF THE ATTORNEY GENERAL, MASONITE
CORPORATION (Masonite) and INTERNATIONAL PAPER COMPANY (International Paper).
The aforementioned entities shall hereinafter be collectively referred
to asthe "Parties."
IT IS HEREBY STIPULATED AND AGREED by the Parties that, in consideration
of the promises set forth in this Agreement, this investigation shall be
settled and compromised upon the terms and conditions contained herein.
WHEREAS, the Office of the Attorney General commenced an investigation
of Masonite and International Paper concerning the sales and marketing
of its hardboard siding products, and
WHEREAS, Masonite and International Paper have fully cooperated
with the Office of the Attorney General in the investigation, and
WHEREAS, Masonite, International Paper Company and the class
plaintiffs have entered into a court-approved settlement of the class action
civil case regarding hardboard siding products known as Judy Naef; et al.,
vs. Masonite Corporation, et al., Case No. CV-94-4033 in the Circuit Court
of Mobile County, Alabama, and
WHEREAS, Masonite and International Paper have voluntarily accepted
numerous and substantial amendments to the national class action settlement
as proposed by the Office of the Attorney General, and
WHEREAS, Masonite and International Paper, along with class counsel,
submitted to the Court an amended class action settlement incorporating
said amendments and requested the Court's approval of same, and
WHEREAS, the amended class action settlement was formally approved
by the Court, and
WHEREAS, the Office of the Attorney General, Masonite and International
Paper desire to conclude the aforementioned investigation and to settle
and compromise all claims arising out of the investigation and to settle
and compromise all claims the I t were asserted or maintained, could have
been asserted or maintained, or winch in the future could be asserted by
the Office of the Attorney General against Masonite and International Paper
as part of the investigation,
NOW, THEREFORE, in consideration of the premises and the mutual
promises, agreements and covenants contained herein, including, but not
limited to, the payments as described below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto stipulate and agree as follows:
1.DEFINITIONS
Agreement or Settlement Agreement means the present Settlement
Agreement, said Agreement being made under the authority and pursuant to
the laws of Florida, including, but not limited to, the Florida Deceptive
and Unfair Trade Practices Act, Florida Statute, Chapter 501, Part II.
International Paper means International Paper Company, its divisions,
successors, assigns, and subsidiaries, excluding Masonite.
Investigation means the investigative case opened on March 1,
1994, and assigned Attorney General's Case Tracking System number AG 94-440001.Masonite
means Masonite Corporation, its divisions, successors, affiliates, assigns,
and subsidiaries.
Masonite Hardboard Siding or Siding means any exterior lap or
panel hardboard and/or wood composite siding or trim manufactured or sold
by Masonite from January 1, 1980 through the date of the Settlement Agreement.
Matters Settled means all claims, demands, rights, liabilities,
and causes of action in connection with, arising out of, or related to
the investigation the Office of the Attorney General of the marketing and
sale and warranty practices relating to Masonite hardboard outdoor siding
products in the State of Florida between January 1, 1980 and the date of
this Agreement.
Parties means the Department of Legal Affairs, Office of the
Attorney General, Masonite and International Paper.
Plaintiff means the Department of Legal Affairs, Office of the
Attorney General.
2.SETTLEMENT PURPOSES ONLY
It is expressly understood and agreed between the Parties that this
Settlement Agreement, and the payments and any releases provided herein
or hereunder, are not and shall not be construed to be an admission of
liability or acknowledgment of the validity of any of the claims which
were or which could have been asserted by the Office of the Attorney General
against Masonite or International Paper arising out of the Matters Settled.
Any payments or contributions described herein shall not be considered
fines or penalties.
3. AGREEMENT TO COMPLY WITH NATIONAL CLASS
ACTION SETTLEMENT.
Masonite and International Paper hereby agree
to comply with all of the terms and conditions of the national class action
settlement in Judy Naef; et al., vs. Masonite Corporation, et al., Case
No. CV-94-4033 in the Circuit Court of Mobile County, Alabama, as
they per1ain to Florida residents.
4. RESTRICTIONS AS TO THE ADVERTISING OF MASONITE
HARDBOARD SIDING WITHIN THE STATE OF FLORIDA
4.1 To the extent that Masonite and/or International
Paper sell its previous or current siding products within the State
of Florida, Masonite and International Paper agree to refrain from making
the following representations in written or media advertisements or promotional
materials:
a) Masonite hardboard siding performs well in
any and all high moisture environments and conditions or is otherwise as
or more moisture resistant than natural wood siding.
b) That Masonite hardboard siding requires less
maintenance than natural wood siding.
c) that the weatherability of Masonite hardboard
siding is superior to that of natural wood siding.
4.2 The representations set forth in paragraph 4.1 are not intended
to limit, restrict or prohibit otherwise lawful and truthful advertising
by Masonite regarding its siding products.
4.3 The restrictions set forth in paragraph 4.1 shall not apply to sales
of siding outside the State of Florida.
4.4 The Parties agree that the intent of paragraph 4.1 is to restrict
new advertising and that the restrictions of paragraph 4.1 apply
to advertising or promotional materials intentionally disseminated and
for approved by Masonite after the date this agreement is executed by the
Parties.
4.5 Masonite maintains that the performance of its siding is dependent
upon proper construction, installation, and maintenance.
4.6 The restrictions of paragraph 4.1 shall not apply to new or improved
siding products which are not yet developed, marketed and sold by Masonite
and/or International Paper.
5 CONTRIBUTION TO UNIVERSITY FOUNDATION
Within thirty (30) days of the execution of this
Settlement Agreement by both parties, Masonite shall deliver to Florida
International University a check in the amount of SIX HUNDRED THOUSAND
DOLLARS ($600,000) made payable to Floridas International University Foundation,
Inc. This payment is intended as a contribution for the funding
of research regarding certain environmental issues affecting the State
of Florida and its citizens.
6 COSTS, ATTORNEYS FEES AND OTHER EXPENSES
Within thirty (30) days of the execution of this
Settlement Agreement by both parties, Masonite shall deliver to the Office
of the Attorney General a check in the amount of SEVENTY FIVE THOUSAND
DOLLARS ($75,000) made payable to the Department of Legal Affairs Revolving
Trust Fund. It is intended by the parties that this payment is made in
satisfaction of the full costs, attorneys fees, and other expenses incurred
by the Office of the Attorney General in connection with the Investigation
and the Matters Settled, and for the purpose of funding the investigative,
prosecutorial, and enforcement efforts of the Office of the Attorney General
as specified in Section 16.01 Florida Statutes.
7.RELEASE FROM ACTIONS
7.1 In consideration of the terms herein, the Office of the Attorney
General, for itself and in its representative capacity hereby releases,
acquits, and forever discharges Masonite and International Paper from any
and all actions, causes of action, obligations, liabilities, claims, damages
or demands for compensatory, special, exemplary, punitive, or treble damages,
claims for relief, or demands whatsoever in law or in equity, civil or
administrative, which were asserted or maintained, could have been asserted
or maintained, or which could in the future be asserted or maintained against
Masonite or international Paper in any civil or administrative action or
proceeding based upon, arising out of, related to, or connected with, directly
or indirectly, any of the Matters Settled.
7.2 The parties agree that the payments made and the obligations assumed
pursuant to this Settlement Agreement constitute a complete resolution
and settlement of all issues and matters relating to or the subject of
the Matters Settled. Upon execution of this Settlement Agreement and the
payment of the sums provided herein, the investigation into the Matters
Settled shall be concluded. It is agreed that the Office of the Attorney
General will not reopen the investigation of Masonite and International
Paper nor take any other action with respect to the Matters Settled provided
that Masonite and International Paper perform the obligations imposed upon
them by this Settlement Agreement.
8.REPRESENTATIONS AND WARRANTIES
The Parties represent and warrant, each to the other, that the individual
or officer who executes this Settlement Agreement on behalf of each
respective party has the full power and authority to execute this Settlement
Agreement and to covenant on behalf of and bond such party in accordance
herewith.
9.ENTIRE AGREEMENT
9.1 This 3ettlement Agreement constitutes the entire agreement with
regard to the subjectmatter contained herein, and all negotiations and
understandings shall be deemed merged into this Settlement Agreement.
9.2This Settlement Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
9.3 Any failure by any Party to this Settlement Agreement to insist
upon the strict performance by the other Party of any of the provisions
of this Settlement Agreement shall not be deemed a waiver of any of the
provisions of this Settlement Agreement, and such Party, notwithstanding
such failure, shall have the right thereafter to insist upon the specific
performance of any and all of the provisions of this Settlement Agreement.
9.4 If any clause, provision, or section of this Settlement Agreement shall,
for any reason, be held illegal, invalid, or unenforceable, such illegality,
invalidity, or unenforcability, shall not affect any other clause, provision,
or section of this Settlement Agreement, and this Settlement Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable
clause, section, or other provision had not been contained herein.
9.5 This Settlement Agreement was executed after arm's length negotiations
between the Parties and reflects the conclusion of the Parties that this
Settlement Agreement is in the best interests of the Parties.
9.6 In the event that the Plaintiff believes that there is a violation
of this Agreement, the Plaintiff shall notify Masonite in writing, expressly
stating the nature of the alleged violation. Masonite shall have 45 days
from the receipt of said notice to remedy the alleged violation and otherwise
comply with the terms and set forthherein.
IN WITNESS WHEREOF, the Department of Legal Affairs, Office of
the Attorney General, Masonite Corporation and International Paper Company,
through their representatives who are duly authorized and empowered
to execute this Settlement Agreement, have indicated their approval and
acceptance of the terms and conditions of this Settlement Agreement by
affixing their signatures on the dates indicated below.
State of Florida
Office of the Attorney General
Department of Legal Affairs
Masonite Corporation
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