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HomeMy WebLinkAbout96-01801 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, } } } } } } } } } No. 9(,. I 'j'v ( (:<.v;.J7J~ CCI CONSTRUCTION CO., INC, v. BRIAN JOHNSON, Defendant. COMPLAINT CCI Construction Co., Inc. ("CCI") files the following Complaint against the defendant, Brian Johnson. 1. The plaintiff Is CCI Construction Co., Inc" a Pennsylvania corporation having its principal place of business at 4720 Old Gettysburg Road, Mechanlcsburg, Cumberland County, Pennsylvania 17055, 2. The defendant is Brian Johnson ("Johnson"), an individual, who resides at 228 North 25th Street, Camp Hill, Cumberland County, Pennsylvania 17011. 3. CCI was Johnson's employer for approximately three and one-half years, until Johnson quit giving a two week notice on February 22, 1996. . 4. In the time frame before Johnson quit, he was a Project Manager for CCI, responsible for managing CCl's work on the first phase of a major construction project for the Commonwealth Department of General Services involving the renovation of the Capitol Building in Harrisburg, Pennsylvania (the "Capitol Building Project"). S. CCI bid on the expansion of the central air conditioning upgrade phase of the Capitol Building Project, but the work was awarded to another contractor, G. R. Sponaugle & Sons ("Sponaugle"). 6. CCI was going to approach Sponaugle about obtaining a subcontract from Sponaugle for general trades work. CCI scheduled a meeting with Sponaugle for February 23, 1996, at which time CCI was going to make a proposal to Sponaugle and had a reasonable expectation that Sponaugle would give strong consideration to CCI for an award of such a subcontract (the "General Trades Subcontract"). 7. Upon Information and belief, on February 9, 1996, and perhaps earlier, without the knowledge or consent of CCI, defendant Johnson initiated discussions with Sponaugle for the purpose of obtaining for himself the General Trades Subcontract which CCI, was actively Involved In soliciting, which defendant Johnson knew. 8. On February 20, 1996, while still a salaried management employee of CCI, defendant Johnson submitted a formal written proposal to Sponaugle for the General Trades Subcontract. This was done without the knowledge or consent of CCI. 9. On February 22, 1996, the day before CCl's scheduled meeting with Sponaugle, Sponaugle Issued a letter of Intent awarding the General Trades Subcontract to defendant Johnson, -2- 10. After obtaining the letter of intent, Johnson notified CC1 of his imminent departure from the Company. 11. CClleamed of the letter of intent between its employee, defendant Johnson, and Sponaugle at the time of Johnson's resignalion and from Sponaugle in a phone conversation prior to the February 23, 1996 meeting scheduled with CCI. CCI was thus Informed that Sponaugle had already awarded the General Trades Subcontract through a letter of Intent to defendant Johnson, 12. Defendant Johnson used CCl's proprietary cost, price and other information for the purpose of putting together his proposal. He also took advantage of the knowledge of the Capitol Building Project, acquired during and by reason of his employment by CCI, for the purpose of engaging in competition with his employer. 13. Upon learning of the faithlessness of Its employee, CCI immediately contacted defendant Johnson and informed defendant Johnson that it would take such legal measures as may be necessary to protect CCl's proprietary information and rights in connection with the Sponaugle subcontract. 14. To avoid temporary injunctive proceedings, and recognizing his clear violation of his duties to his former employer, Johnson agreed to the withdrawal of the 1eller of intent, but only on the condition that certain parts of the General Trades Subcontract be awarded to him. 15. CCI, in order to mitigate its damages and prevent irreparable injury to its efforts to remain a principal subcontractor on the Capitol Building Project, agreed to award a -3- sub-subcontract of the General Trades Subcontract to defendant Johnson, but did so only beeause it had no other reasonable alternative. COllnt I (Breach 01 Fiduciary DillY) 16, The averments of paragraph I through 15 are incorporated herein by reference as If fully set forth, 17. As the employee of CCI, defendant Johnson owed a duty of loyalty, good faith and fair dealing, which duty was fiduciary in nature. CCI was entitled to expect that Johnson would act at all times in furtherance of its interests and on its behalf. 18. Defendant Johnson's actions in seizing an opportunity at the expense of his employer, while still employed, and In engaging in unlawful competition with his employer while so employed, breached his fiduciary duty to CCI. 19. Defendant Johnson was paid a salary and other benefits during the time when he was engaging In unlawful competition with CCI and when he had already breached his fiduciary duty to CCI. 20. CCI is entitled to restitution of all compensation paid to Johnson during the time he was acting In violation of his fiduciary duty to CCI. 21. Defendant Johnson has or will earn profits from the sub-subcontract which he obtained by condlllonlng the discharge of the letter of intenl with Sponaugle upon CCl's awarding him a sub-subcontract. -4- 28, Johnson's conduct in thc rcsulting disputc may Injurc the business relationship bctween Sponaugle and CCI. 29. Defcndant Johnson intcnded to interferc with CCl's prospective contractual relationship with Sponaugle. 30. Defendant Johnson's Interference was not justificd or privileged and was In derogation of his fiduciary duties owed to CCI, his employer. 31. Dcfcndant Johnson's Interfcrcnce with the prospcetivc contractual relationships between CCI and Sponauglc has damaged CCI, in that its profits are diminished because of having to award a portion of thc work to defendant Johnson. 32. Defendant Johnson's conduct In inlcntlonally Interfering with the prospective conlractual relationship between CCI and Sponaugle was willful, Intentional and in disregard for the legal rights and Interests of CCI. CCI demands punitive damages from defendant Johnson. WHEREFORE, plaintiff for judgment in Its favor and against defendant Johnson In an amount in excess of the arbitration limits of this Court, togethcr with all costs of these proceedings and such other Icga1 and cquitable relief as may bc warranted. 3/;):( /C;~ B J. ar awsky Supremc Ct. ID #58799 ECKERT SEAMANS CHERIN & MELLOTT Onc South Market Square Building 213 Markct Street Harrisburg, PA 17101 (717) 237-6000 -6- t; ,.., i \r't ,. ..., ,,~ ~~) r r. C., I ~ 11,,1 .' ~ ,...( , I' I" .... ~ ' , ("',, p k, -.3 '" c ,") ~ rrfI'"" L; t. , , f.~' \ I .J .. I ~ I .. r-~ l'. I;') ~ <- Cd , a~ V ~,~~ - .' ! ;;' : : ;.: I ' ~ , I,,' ; ! \ l 'j I ~ '1; "i. , I , , I 'L i.,! . " '; 1, oJ: ,1 I d. ;,1\ , ,; " I .. i!. , I f,! , I ' ~ 1 i I"! .' fll ,I", I " . o' I, .,' I, I ~ j I ' " :1 I ~ i 11 '" I' '" , -f. .. I I il " " I I .' ,I !i I, .' I t\ i:I' !I I .. Uti '. . 'iili. I 01, '. l.UTIII',"1i r ;J t I 111_ III 0 . <:.1Hd " . I,. \"';' i"l' . " , I rq !i' , , ~ 1;. 'Ii' "r " I; j ~ ':' 1,' :III-!I; 1,+" "'I 1\11 :-:;UI I' I',I'! 'I t',; '0 -<' ~ -" .' ,-<,., t1 - ""- # . r: ".;.:?_..-~...~-;;~t'< ~ ~e;~' . ,. . '. I .,'-'! ','I", Iii I'.' , ,"II l: ;11 ;'1, I ,~ ./ " i ~..._--, .;t f" . '" A ,/ ;' .--;' ,- '/ r / / ., " ,--- . / ~..,,_.- " , - ,. " :~; \: ' II, i 'i' '; :j !_Il /r~ c~ /':' 1t. ~q. )~L, I.JfPJ ,. &!~\ij~ 1~~~8 olIi!~~ m ~ e ~ .d!~ rr. Cl ",- LI. 1-' ... , 1='. 9 u1 " .. ..... IE' 0.';. -,- J..," ::( !..~ ;] h: Cl .r.; ... N ):".i I" -- IL:;' ::~. 'ell iJ .~ ..' 1..:10- -I l; =- .n J tJ\ - -" - .---' '*- , (>, ". ..J., '. '. ".' (. ',11!-' .. - .~ @i" '- 'J .... l,/! "- J.".. Cl. :'. ~( ';J (gt~ CT) ~ ,f} li;i , .. /. .. 'il] ....' t1. -, ...!~ ~.' 'n ) '-.. <-) &!~w! ~!c~~8 .~I~~ !~a~e . , , .. . . . " . . REAGER & ADLER, PC BY: LINUS E. FENICLE, ESQUIRE Attorney I.D. No. 20944 2331 Market Street Camp HlII, PA 17011 Telephone: (717) 763.1383 Attorneys for Defendant CCI CONSTRUCTION CO., INC., Plaintiff : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 96-1801 CIVIL TERM BRIAN JOHNSON, Defendant : JURY TRIAL DEMANDED DEFENDANT'S ANSWER WITH NEW MATTER AND COUNTERCLAIM TO PLAINTIFF'S COMPLAINT AND NOW, comes Defendant, Brian Johnson, by and through his attorneys Reager & Adler, PC, and answers Plaintiff's Complaint as follows: 1. Admitted. 2. Admitted. 3. Admitted In part, denied In part. It is admitted that CCI was Johnson's employer for approximately thrcc and one-half years. It is denied that Johnson qui I giving a two week notice on Febnlary 22, 1996. Johnson and CCI agreed on Febnlary 22, 1996 that Johnson would leavc the employ ofCCI aftcr a two week transition period. 011 February 23, 1996, CCI infornlcd Johnson that his employment with CCI was terminatcd. 4. Admitted In part, denied In part. Admitted with thc qualllication that Johnson was responsible for managing CCI' s work on the first phase of a construction project involving sprinkler renovation for the first 11001' and basemcnt of the Capitol Building Projcct. Thc remainder of the allegalion is denied. 5. Admitted. 6. Denied. Aller rcasonablc investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth thereof and proof is demanded. 7. Denied. It is specifically denied that Defendant Johnson had any knowledge of CCI actively soliciting the General Trades Contract from Sponaugle. CC1 had never pcrformed work as a subcontractor in the past and had never bid undcr similar circumstances for this type of work. Furthermore, Bill Sponauglc had called Defendant Johnson on February 9, 1996 regarding another matter. At thc end of that conversation, Defendant Johnson told Bill Sponaugle of his wife's company In Camp Hill. Defendant Johnson Indicated that if Bill Sponaugle was interested, Mrs. Johnson's company could provide him with scrvices. On or about February 14, 1996, afterthe conclusion of his workday with CCI, Defendant Johnson met with Sponaugle to discuss the services that Defendant Johnson's wife's company could provide and how it could benefit Sponaugle. Dcfendant Johnson made it clear that if Johnson Services, Inc., was hired by Sponaugle, Defendant Johnson would be handling this work. At the conclusion of that meeting, Defendant Johnson was given plans, specifications and addenda for the projcct. 8. Admitted In part, dCllled III IllIrt. It Is admittcd that at approximately 5:46 P.M. on February 20, 1996, Johnson Services, Inc., faxed a proposal to Sponaugle. It is specifically dcnied that Defendant Johnson Individually submilled a formal written proposal to Sponaugle for the Gencral Trades Contract. 9. Denied. It Is specifically denied that Sponaugle Issued a leller ofintent awarding the General Trades Subcontract to Defendanl Johnson. It is also specifically denied that Dcfendant had any knowledge of CCl's scheduled mectlng with Sponaugle. On or about February 22, 1996, Sponaugle issued a letter of intent to Johnson Services, Inc., in regard to the General Trades Contract. 10. Denied, On or about February 22, 1996 at approximately 4:45 P.M. Defendant Johnson met with Shane Miller, Executive Vice President ofCCI and infornlcd him that Johnson Services, Inc., had sccured work from G. R. Sponauglc, Inc.. At this mccting, Brian Johnson gave CCI 2 the option of him remaining employed with CCI but Shane Miller felt that it was a conflict of Interest and that Defendant Johnson should leave. There was an agreement reached that there would be a two wcck transition period with Brian Johnson working for CCI for these two weeks. 11. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth thereof and proof is demanded. Defendant Johnson specifically informed Shane Miller ofCCI on February 22, 1996 at 4:45 P.M. of the General Trades Contract between Johnson Services, Inc., and Sponaugle. 12. Denied. It is specifically denied that Defendant Johnson used CCI's proprietary costs, price and other information for the purpose of putting together any proposal. Defendant Johnson put together his own proposal on behalf of Johnson Services, Inc., based on his knowledge of the Capitol Building Project. Defendant Johnson was In no way engaging in competition with CCI. 13. Admitted In part, denied In part. It is specifically denied that Defendant Johnson was faithless. It Is admitted that CCI did contact Defendant Johnson and informed Defendant Johnson that it would take legal action if Defendant Johnson did not withdraw the proposal from Sponaugle. On February 23, 1996, Shane Miller ofCCI informed Defendant Johnson that the proposal from Sponaugle should be withdrawn or CCI would sue Defendant Johnson. 14. Denied. To avoid the cost of litigation, Defendant Johnson proposed three options to Shane Miller. The thrcc options were that (1) CCI could drop this matter and allow Johnson Services, Inc., to continue with the subcontractor relationship with Sponaugle; (2) Sponaugle could subcontract the same work to CCI and CCI would subcontract the work to Johnson Services, Inc.; or (3) CCI would force Johnson Services, Inc., to withdraw its proposal and pick up no work on this phase of the construction at the Capital. Shane Miller chose the second option and stated to Defendant Johnson that he does not hold grudges, that CCI would subcontract this work to Johnson Services, Inc., and that the work relationship would be the same as with any other ofCCI's subcontractors. Defendant Johnson made it clear to Shane Miller that the second two 3 options were being given only because Defendant Johnson had no financial whe.'ewithal to fight a long legal battle with CCI. 15. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth thereof and proof Is demanded. COUNT I (Breach of Fldllclary Dilly) 16. Denied. This allegation requires no response. 17. Denied. This is a legal conclusion to which no response is required. It is further denied on the basis that aileI' reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth thereof and proof is demanded. 18. Denied. This is a legal conclusion to which no response is required. It is further denied on the basis that Defendant Johnson did in no way seize any opportunity at the expense of his employer and further did not engage in any unlawful competition with his employer while so employed. Defendant Johnson carried out all of his duties as an employeo of tho employer. 19. Denied. It Is specifically denied that Defendant Johnson engaged in any unlawful competition with CCI and that he breached In any manner any fiduciary duty to CCI. Defendant Johnson carried out all of his duties as an employee ofCCI during all times when Defendant Johnson was paid a salary from CCI. 20. DenIed. This is a legal conclusion to which no response is required. To the extent that a response is required, it Is specifically denied on the basis that aller reasonable Investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth thereof and proof is demanded. 21. Denied. It Is specifically denied that Defendant Johnson individually will earn profits from the subcontract. The subcontract front CCI is to Johnson Services, Inc. Defendant Johnson Indicated 4 that the withdrawal of the letter of intent by Sponaugle was conditioned upon CCI awarding a subcontract to Johnson Services, Inc., and this matter being entirely resolved. 22. Denied. This is a legal conclusion to which no response is required. 23. Denied. It Is specifically denied that CCI was forced to award any portion of the subcontract to Defendant Johnson and it is further specincally denied that they awarded it to Defendant Johnson. The subcontract was awarded to Johnson Services, Inc. 24. Denied. This is a legal conclusion to which no response is required. 25. Denied. This is a legal conclusion to which no response is required. WHEREFORE, Defendant asks that Plaintilrs Complaint be dismissed and judgment entered in favor of Defendant. COUNT II (l/lll!/lllo/lall/lletflmmcc wilh a I'ro.\]Jcclll'l! Bllsi/lcss Relatio/lship) 26. Denied. This allegation requires no response. 27. Denied, It Is denied on the basis that Sponaugle informed Defendant Johnson that if Sponaugle had not issued the subcontract to Johnson Services, Inc., Bill Sponaugle stated that it would have been self performed by G.R. Sponaugle. 28. Denied. Aller reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth thereof and proofis demanded. 29. Denied. It is specifically denied that Defendant Johnson intended to interfere with CCI's prospective contractual relationship with Sponaugle. Defendant made certain that CCI was not being considered for the General Trades Contract. 30. Denied. It Is specifically denied that Defendant Johnson Interfered with a prospective contractual relationship. It is further denied thaI Defendant Johnson acted in derogation of any fiduciary duty to CCJ. 5 'j , 31. Denied. This is a legal conclusion to which no response is required. It is furthermore denied on the basis that aftcr reasonable investigation, Defendant is without knowledgc or information sufficient to form a belief as to the truth thereof and proofis demanded. 32. Denied. It is specifically denied that Defendant Johnson intentionally interfered with any prospective contractual relationship between CCI and Sponaugle and that any action of Defendant Johnson was willful, intentional and in disregard for the legal rights and interest of CCI. It Is furthermore denied on the basis that this is a legal conclusion to which no response Is required. WHEREFORE, Defendant Jol..1son requests that Plaintiff's Complaint be dismissed and judgment entered in Defendant's favor. I 1 , NEW MATTER 1. The previous responses to all allegations provided herein are Incorporated by reference herein. 2. The agreement between CCI and Johnson Services, Inc., whereby CCI subcontracted to Sponaugle and then issued a sub-subcontract to Johnson Services, Inc.. was an accord and satisfaction of all claims that CCI had against Defendant Johnson arising out of this entire matter. 3. Shane Miller and Stan Sechrist, employees and agents of CCI, stated to Defendant Brian Johnson that they disagreed with this lawsuit that was instituted by CCI and that John Ortenzlo's emotions are driving him to filing this lawsuit. Shane Miller apologized for the violation of the agreement between CCl and Defendant since CCl and Defendant had agreed that all matters were resolved. 4. On or about May 8, 1996, Shane Miller ofCCI informed Defendant Johnson that John Ortenzlo wants to destroy Defendant Johnson, see Defendant Johnson penniless and disappear from the 6 area and, furthermore, stated that Shanc MilicI' disagrees with this action that was institutcd by CCJ. 5. Plaintiffs complaint fails to set forth a claim against Defendant upon which relief can be granted. 6. Plaintiffs complaint is barred by the Doctrine of Waiver. 7. Plaintiffs complaint is barred by the Doctrine of Estoppel. 8. Plaintiffs complaint is barred by accord and satisfaction. 9. Plalntill's actions in entering into a subcontract with Johnson Services, Inc., and its actions in resolving thc dispute scrved as a release of all claims against Defendant Johnson. 10. Defendant Johnson had no knowledge that he was in any way was competing with CCI for any contract with Sponaugle. I I. IfCCI desired to have the cntire contract with Sponaugle, they could have had it pursuant to one of the options submitted to them. 12. CCI informed Johnson Services, Inc., of the exact terms that they would agree to In the subcontract. CCI indicated that Johnson Serviccs, Inc., would havc to reduce their subcontract amount by five percent (5%) across the board. Johnson Serviccs, Inc., did all ofthis. CCI then came back and changed the terms once again and told Johnson Services, Inc., that they would have to secure bonding or they would not get thc contract. This was done with the intent of CCI not wanting Johnson Services, Inc., to do this work. COUNTERCLAIM 13. Allegations 1 through 12 are incorporatcd by rcfercnce herein. 14. The claim ofCCI is frivolous, malicious and is without any mcrit whatsoevcr. 15. Defendant Johnson rcquests all Icgal fccs that hc has Incurred in dcfending this mattcr bc awarded against CCJ. 7 16. Defendant hac! an agreement with CCI that he would work an additional two weeks before terminating his employmcnt. Plaintiff breached this agreement and therefore Defendant is entitled for two additional weeks of pay. 17. Defendant Is entitlcd to a bonus for the work he performed in 1995. Defendant was told by the operations manager of CCI that Defendant was receiving the largest check as a bonus of all employees under the Operations Manager. 18. Defendant has incurred damage to himself and his relationship with Sponaugle. 19. Defendant Johnson, through Johnson Services, Inc., lost substantial eamlngs that could have been earned had Johnson Services, Inc., done the work for G.R. Sponaugle. The only reason Johnson Services, Inc., did not do this work was in order to resolve this entire matter. Defendant Johnson, as an employee of Johnson Services, Inc., Is therefore entitled to the lost earnings. WHEREFORE, Defendant demands damages against Plaintiff in an amount in excess of $100,000. Respectfully Submitted, Date: July 18, 1996 Arr By: US E. FEN I E, ESQUIRE Attorney I.D. No. 20944 2331 Market Street Camp Hill, PA 17011.4642 Telephone No. [717] 763-1383 Allorneys for Defendant 8 VERIFICATION 1, Brian 10hnson, veritY that the statements made in the foregoing Answer with New Matter and Counterclaim are true and correct to the best of my knowledge, information and belief. 1 understand that false statements herein are made subject to thc penalties of 18 Pa.C.S. Section 4904, relating to unsworn falsification to authorities. - h i i I , Datc: 7 -/s- '10 . I I .1 i I I c 9 CERTIFICATE OF SERVICE AND NOW, this 18th day of July, 1996, I hercby verify that I have causcd a true and corrcct copy of the foregoing Defcndant's Answer with New MaUer and Counterclaim to be placed in the U.S. mail, first class, postage prepaid and addrcssed as follows: Druce J. Warshawsky, ESCJuire ECKEIlT SEAMANS CHERIN & MELLOTT 1 South Market Squarc Building Harrisburg, PA 17101 Respectfully SubmiUcd, REAG & ADLER, PC Date: July 18, 1996 Dy: NUS E. FENI LE, ESQUInE AUorney J.D. No. 20944 2331 Markct Street Camp Hill, PA 17011-4642 TelephoncNo. [717] 763-1383 AUomeys for Defendant Brian Johnson -,-_._~_.._-...-.._- --- ~ - Defendant. } } } } } } } IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA CCI CONSTRUCTION CO" INC. Plaintiff, v. No. 96-1801 BRIAN JOHNSON, PRAECIPE TO SETTLE AND DISCONTINUE TO THE PROTHONOTARY: Kindly mark the above-captioned mattcr "Scttled and Discontinued". without prejudice. ECKERT SEAMANS CIIERIN & MELLOTT Bi'Ilce J, a sh sky, Supreme Ct. J.D. #58799 One South Market Square Building 213 Markct Street Harrisburg, PA 17101 (717) 237-6000 DATED: August 27. 1996 Attorncys for Plaintiff, CCI Construction Co., Inc. J", .." [z '- c; f,"; ~'l .. i.t: >-:' ~~.! .:J )t.IJ .'- ,., .r-. .c. ~:~ ,,- ~~ '-'. ~P: .~. 1:':.1 .1,) [{, ',;.:: l.. ,-.! " " a;~1! !-F I-'it,] ';1. ~ -. :;. I" "- OJ, <0 :-:-.} 0 '" U