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lUIS.IR
Det.ndant Q-Zar Franohising, Inc. ("Q-Zar") / by and
through their couneel, hereby answer the averments ot the complaint
as tollowst
1. Admitted in part and denied in part. Q-Zar admits
that Plaintitt Keith Plasterer ("Plasterer") is an I\dult
individual. Atter reasonable investigation, Q-Zar is without
knowledge or information sutficient to form a belief as to the
truth of Plasterer's averment regarding his address. This averment
is accordingly denied.
2. Admitted in part and denied in part. It is admitted
that Q-Zar has an address of 1701 North Market street, suite 200,
Dallas, Texas 75202. It is specifically denied, however, that Q_
Zar is a corporation organized and existing under the laws of the
state of Texas. on the contrary, Q-Zar iu organized and existing
under the laws of the state of Delaware.
3. Admitted.
4. Admitted in part and denied in part. It is admitted
that Q-Zar has in the past engaged in certain discussions with
Plasterer and Carlisle sports Emporiuln, Inc. ("Carlisle Sports
Emporium") . Although these discussions generally conoerned a
possible "purchase of a franchise interest [in] an entertainment
laser-tag g01me franchised by" Q-Zar, they were not limited to thIs
subject.
5. Admitted in part and denied in part. It is admitted
that Plasterer executed the Deposit Agreement. This dooument,
2
however, is in writing and speaks for itself. Aooordingly, any
oharaoterization of its oontent and meaning is specitioally denled.
6. Admitted.
7. Denied. The agreement ls a document in writing
whioh speaks for itself. Aocordingly, any characterization of its
content and meaning is specificallY denied.
B. Denied. It is speoifically denied that there was no
agreement on terms. On the contrary, the parties agreed to a 11
necessary and material terms of a franchise agreement.
9. Admitted in part and denied in part. It is admitted
that the June 5, 1996 letter was sent to and received by Q-Zar.
However, the document is in writing and speaks tor itself.
Accordingly, any characterization of its content and meaning is
sped t ica 11y den ied. After reasonable invest igat ion, Q-Zar is
without knowledge or information sufficient to form a belief as to
the truth of Plasterer/s avermont that the letter was sent by
certified mail. This averment is accordingly denied.
10. Admitted in part and denied in part. It is admj,tted
that the June 20, 1996 letter was sent to Plasterer and Carlisle
Sports Emporium. However, the document is in writing and speaks for
itself. Accordingly, any characterization of its content and
meaning is specifically denied. The same is true of the Deposit
Agreement. Plasterer's averment that Q-Zar refused to abide by an
agreement is a conclusion of law to which no response is required.
11. Admitted in part and denied in part. It is admitted
that Q-Zar has not returned the sum of $25,000. The remainin9
3
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.
avermsnts of this paraqraph are oonolusionll of law to which no
responss is required.
12. Oehied. Plaeterer's averments that Q-Zar has
breaohed an agreement and that Plasterer has suffered dtmages are
conolusions of law to which no response is required. To the extent
a response is appropriate, it is speoifically denied that Q-Zar is
in breach. After reasonable investigation, Q-Zar is without
knowledge or information sUfficient to form a belief as to the
truth of Plasterer's averment that he has suffered damages. The
averment is accordingly denied.
WHEREFORE, defendant Q-Zar Franchising, Ino. demands
judgment in its favor BI1d against plaintiff Keith Plasterer,
dismissal of the Complaint with prejudice, costs, attorney's fees,
and any other relief the Court believes appropriate.
NflW MATTER
13. Q-Zar incorporates by reference the foregoing
Paragraphs 1 through 12 as if set forth herein in full.
14. The Complaint fails to state a cause of action upon
which relief can be granted.
15. Plasterer lacks standing.
16. Plasterer is estopped from making his claim.
17. Plasterer's claim is barred by the doctrine ot
uno lean hands.
lB. In violaUon of the Pennsylvania RUles ot Civil
procedure, Plasterer did not verify his Complaint.
4
.
The "Deposit Agreement" is lacking in .oonsideration.
Plasterer's claims must be set off to the extont he
and carlisle sports Emporium have damaged Q-Zar by engagln9 in the
oonduct described in greater detail below.
23. Plasterer and Carlisle sports Emporium defrauded Q_
Zar by engaging in the conduct described below.
24. Beginning sometime in late 1995 or early 1996, Q-zar
entered into discussionD with Plasterer and Carlisle Sports
Emporium with regard to a possible franchise agreement relating to
a "laser tag" game system which is the property of Q-Zar.
25. "Laser tag" is a competitive game, the object of
which is to score and accumulate points by "tagging" other
participants and certain objects with a laser beam emitted from a
"gun." In the laser tag game which is presented in Q-Zar's
franchise package, the competitors are divided into two teams.
Each individual team member i6 outfitted with a laser "gun" and
vest, which are linked to computers whiGh automatically monitor and
calculate individual and team scores as the game is played. Each
player is alloted a certain number of "lives," one of which is lost
each time that person is tagged by a member of an opposing team.
Once a player has lost his or her alloted "lives," he or she may
19.
and In law.
20.
and in law.
21-
22.
Q-Zar's aotions were at all times justified in fact
Q-Zar's actions were at all tlmes privileged in faot
5
.
acquire additional "lives" by "re-energhing" at oertaln deslgnated
areas within the arena.
26, The game is played in a defined spaoe/ known as an
arena, for a defined period of time. During the game, partloipants
negotiate various arena obstaoles, simultaneously attemptinq to
score points and avoiding the attempts of opponents to tag them.
27. The marketability and appeal of a laser tag faoility
turns primarily upon the layout of the facility, design ot the
a~ena/ placement of components within the arena, and other elements
such as lighting, carpeting, decoration and music.
28. Q-Zar is one of the leading laser tag companies In
the world, and is renowned for ita expertise and experienoe in the
field and for the quality and utility of the products and services
it furnishes. Q-Zar provides superior facility and arena layout
and design, which gives a more challenging and enjoyable experience
to customers.
29. The elements of the design, layout, and trade dress
of a Q-Zar laser tag franchise are very valuable to Q-Zar and to
its franchisees, and provide a significant competitive advantage
over laser tag packages provided by most other companies in the
field.
30. Q-Zar participated in its discussions with Plasterer
and Carlisle sports Emporium honestly and in good faith.
31. At the outset of these discussions, Q-Zar gave
Plasterer and Carlisle Sports Emporium a copy of Q-Zar/s Offering
circular. This document specifically noted that information which
6
.
'I
would bs given to franohisees was proprietary and contidential, and
could be ueed only for development of a Q-Zar franohise operation.
32. on or about April 17, 1996, the partles entered into
a letter of intent whioh set forth the material terms ot the
parties' proposed transaotion.
33. It is not Q-Zar's normal praotloe to provide
oonfidential and proprietary information to franohisees before
execution of a written franchise agreement. Q-Zar informed
Plasterer and Carlisle Emporium of this polley.
34. Notwithstanding this policy, Plasterer and Carlisle
sports Emporium demanded that Q-Zar prepare and provide them with
oertain confidential and proprietary information prior to exeoution
of a written franchise agreement. This confidential and
proprietary information included, but was not limited to, design
documents, drawings, and materials lists.
35. In making this demand, Plasterer and carlisle
represented that they intended to open a Q-Zar laser tag faoility,
that they intended to continue working toward execution of a final
franchise agreement, and that they did not want to delay the
opening of their laser tag facility beyond the date they had
scheduled.
36. It was always understood and promised, either
expressly or impliedly, that the parties intended to execute a
final franchise agreement. Implicit in this understanding and
promise was the further understanding and promise that if no final
written franchise agreement were executed, Plasterer and Carlisle
7
~
Sports Emporium would return any oonfidential and proFrietary
information provided by Q-Zar, would not use the information in any
way/ and would not share the information wlth any third-party.
37. The foregoing representatlons and promlseB of
Plasterer and Carlisle sports Emporium were talse, were made with
knowledge of their falsehood, and were intended to induoe Q-Zar
into providing confidential and proprietary information.
38. contrary to their representations, Plasterer and
Carlisle sports Emporium had no intention of entering into a final
franoh ise agreement. Instead, they l3ecretly planned to obtain
confidential and propr ietary information from Q-Zar, to use the
information to their own benefit, to terminate negotiations with Q-
Zar, and then to refuse to return the information. Plasterer and
Carlisle sports Emporium did not disclose this sch~me to Q-Zar.
39. In reasonable reliance upon the knowing
misrepresentations of Plasterer and Carlisle Sports Emporium, Q-Zar
continued negotiating and prepared confidential and proprietary
information and provided it to Plasterer and Carlisle sports
Emporium. By way of example and not of limitation, Q-Zar prepared
certain drawings specifically for Plasterer and Carlisle sports
Emporium, and also furnished them with other confidential and
proprietary information pertaining to Q-Zar facilities and arenas.
As noted above, this data was and is significantly valuable to Q-
Zar, and was and is also subject to protections of the United
states copyright laws.
8
40. Boon after reoeiving oonfidentiat and proprietary
intormation from Q-Zar, Plasterer and carlisle Sports Emporium
unilaterally and in bad faith refused to exeoute a final franohise
agreement, even though the parties had already agread to all
material terms of such an agreement.
41. In response to this termination, Q-Zar requested
that Plasterer and carlisle sports Emporium return the oonfidential
and proprletary lnformation which they had received, and warrant
that no use had been made or would be made of this information.
Plasterer and Carlisle sports Emporium refused thia request.
42. Unbeknownst to Q-Zar, Plasterer and Carl is le sports
Emporium had already used the confidential and proprietary
information to their own benefit in constructing a laser tag
facility in cooperation with one of Q-Zar's competitors, a company
known as >>Laeer Tron.>> By way of example and not of limitation,
Plasterer and Carlisle sports Emporium built a laser tag facility
which ili'. largely, if not completely, identical in all material
respects to the facility set forth in the confidential and
proprietary designs which Q-Zar prepared for and provided to
Plasterer and Carlisle sports Emporium.
43. Plasterer and Carlisle sports Emporium presently own
and operate the laser tag facility which was based on the
confidential and proprietary information which they had
fraudulently obtained from Q-Zar.
9
.
44. The fraudulent soheme o~ Plasterer and Carlisle
Sports Emporium has oaused Q-Zar to sutfer signi~ioant monetary and
other damagell.
WHEREFORE/ detllndant Q-Zar Franohising, Ino. demands
judgment In its favor and against plalntit~ Keith Plasterer/
dillmillsal at the complaint wlth prejudice, costs, attorney's tees,
and any other relief which the Court believes appropriate.
COUNTERCLA~~l
(BREACH QF CONTRACT)
45. The foregoing Paragraphs 1 through 44 are
inoorporated herein as if set forth in full.
46. During the negotiations described above in detail,
the parties entered into a Deposit Agreement.
47. The Deposit Agreement imposed upon Plasterer and
Carlisle Sports Emporium the duty to deal fairly and act in good
faith with Q-Zar.
48. Plaoterer and Carlisle Sports Emporium breached
their duty of good faith and fair dealing by misappropriating and
misusing the confidential and proprietary information given to them
by Q-Zar, by sharing this information with third parties, and by
refusing to return the information to Q-Zar.
49. In addition, Plasterer and Carlisle sports Emporium
either expressly or impliedly promised that if no final written
franchise agreement were executed, they would return any
confidential and proprietary information provided by Q-Zar to Q_
Zar, would not use the information in any way, and would not share
the intormation with any third-party.
10
.
50. Plasterer and Car lisle Sports Emporium breaohed this
promise by misappropriating and milllusincJ the oonfidential and
proprietary informatlon given to them by Q-Zar/ by sharing this
information with third parties, and 'by refusing to return the
information to Q-Zar,
51. The foregoing breaches of the Deposit agreement have
oaused Q-Zar. to suffer peouniary harm, including but not limited to
the value of the oonfidential and proprietary information.
WHEREFORE, countercla im pla int i ff Q-Zar Franchising, Ino.
demands jUdgment in its favor and against counterclaim defendants
Keith Plasterer and Carlisle Sports Emporium, Inc.; compensatory
damages in excess of $25,000; an injunction prohibiting the
continued possession, use, and/or communication of Q-Zar's
confidential and proprietary information; costs; attorney's fees;
and any other relief which the Court believes appropriate.
COUNTBRCLAIM COUNT II
(FRAUOULB~T-MISRBPRB~~~_
52. The for-ego Lng Paragraphs 1 through
inoorporated herein as if set forth in full.
51 are
53. As described above, Plasterer and Carlisle sports
Emporium misrepresented that they intended to open a Q-Zar laser
tag facility; that they intended to continue wbrking toward
execution of a final franchise agreement; that they did not want to
delay the opening beyond the date they had scheduled; and that if
no final written franchise agreement were executed, they would
return any confidential and p~oprietary information provided by Q_
11
Zar to Q-Zar, would not ~De the information in any way, and would
not share the information with any third-party.
54. These misrepresontations were material to the
transaotion at handl were made falsely, with knowledge of their
falsity or reoklessness as to whether they were true or falsel and
were made with tho intent to mislead Q-Zar into relying on them,
and with the intent to obtain confidential and proprietary
information from Q-Zar.
55. Q-Zar justifiably relied upon counterolaim
Defendants' material misrepresentations.
56. Counterolaim Defendants' material misrepresentations
proximately caused significant pecuniary and ethel' injury to Q-Zar.
57. The fraudulent conduct of Plasterer. and Carlisle
sports Emporium is outrageous, and warrants an award of punitive
damages.
WHEREFORE, counterclaim plaintiff Q-Zar Franchising, Ino.
demands judgment in its favor and against counterclaim defendants
Keith Plasterer and Carlisle sports Emporium, Inc., compensatory
and punitive damages in excess of $25,0001 an injunction
prohibiting the continued use, possession, and/or communication of
Q-Zar's confidential and proprietary informationl costsl attorney's
feesl and any other relief which the Court believes appropriate.
12
.
COUNTEROLlIM OOUNT III
INI8APPROPRllTION or TRlDI-6ECRETD)
58. 'rhe foregoing Paragraphs
inoorporated herein as if set forth in full.
59. As described more fully above, Plasterer and
1 through 57 are
Carlisle sports Emporium have obtained confidential, proprietary,
non-public information relating to the laser tag franchise
operations and productll of Q-Zar, which information constitutes
trade secrets.
60. The trade secrets imparted by Q-Zar to Plasterer and
carlisle sports Emporium are valuable to Q-Zar and important to the
oonduot of its business.
61. Q-Zar has the right to use and en j oy the trade
secrets which it imparted to Plasterer and Carlisle sports
Emporium.
62. The trade secrets imparted by Q-Zar to Plasterer and
Carlisle sports Emporium were obtained by Counterclaim Defendants
in a position of trust and confidence.
63. CounterclaJ.m Defendants obtained these trade secrets
for the purpose of advancing their own personal interests, not the
interests of Q-Zar.
64. Counterclaim defendants procured these trade secrets
by improper means, and to advance the rival business interests of
themselves and Q-Zar's competitors.
65. The a forement ioned misappropr ia tion of trade secrets
has proximately oaused Q-Zar to suffer pecuniary and other harm.
13
,
66. The fraudulent conduot of Plasterer and carlisle
sports Emporium is outrageous, and warrants an award of punitive
damages.
WHEREFORE, oountllrolallR plaintiff Q-Zar Franchising, Ino.
demands judgment in its favor und against oounterclaim defendants
Keith Plasterer and Carlisle sports Emporium, Inc.I compensatory
and punitive damages in Qxoess of $25,000, an injunction
prohibiting the continued use, possession, and/or communioation of
Q-Zar's confidentia 1 and proprietary information, costs, attorney's
fees, and any other relief which the Court believes appropriate.
COUNTEROLAIM OOUNT IV
IPROCURININT OF INFORMATION BY IMPROPER MBANII
67. The foregoing Paragraphs 1 through 66 are
incorporated herein as if set forth in full.
68, Plasterer and Carlisle Sports Emporium have engaged
in a oourse of conduct in which they used their relationship with
Q-Zar to advance their own business interests.
69. Plasterer and Carlisle Sports Emporium knew or
shOUld have known that their scheme to procure and use Q-Zar's
confidential and proprietary information was improper.
70. The wrongful procurement of this confidential and
proprietary information has proximately caused Q-Zar to suffer
pecuniary and other harm.
71. The wrongful procurement of this confidential and
proprietary information is outrageous, and warrants an award of
punitive damages.
14
WHEREFORE, counterclaim plaintiff Q-Zar Franchising, Inc.
demands judgment in its favor and against counterclaim defendants
Keith Plasterer and Carlisle sports Emporium, Inc., compensatory
and punitive damages in exoess of $25,000, an injunotion
prohibiting the continued use, possession, and/or communioation of
Q-Zar's confidential and proprietary information, costJil' attorney's
fe6s1 and any other reliof which the Court believes appropriate.
COUNTBRCLAIM COUM~
IOONVI!RI.l2Ifl
72. The foregoing Paragraphs 1
inoorporated herein as if set forth in full,
73. By engaging in the conduct described above,
through 71 are
Plasterer and Carlisle Sports Emporium have deprived Q-Zar of its
right of property in, or use and/or possession of, proprietary and
confidential information.
74. This deprivation was without Q-Zar's consent and
without legal justification.
75. Counterclaim Defendants' conversion of Q-Zar's
prorrietary and confidential information is outrageous, warranting
an award of punitive damages.
WHEREfORE, counterclaim plaintiff Q-Zar Franchising, Inc.
demands judgment in its favor and against counterclaim defendants
Keith Plasterer and Carlisle Sports Emporium, Inc., compensatory
and punitive damages in excess of $25,000, an injunction
prohibiting the continued use, possession, and/or communication of
Q-Zar's confidenttal and proprietary information, costs, attorney's
fees, and any other relief which the Court believes appropriate.
15
,
OOUNTERCLlIM COQ~T VI
I UNJUj!'J1.JJHBlQIDlflIiTJ
76. The foregoing Paragl'aphs
inoorporated herein as if Bet forth in full.
77. As described more fully above, Q-zar Qonferred
1 through 715 are
substantial benefit upon Plasterer and Carlisle sports Emporium by
preparing and providing confidential and proprietary information
which included, inter tll..i!I., Qesign and material,s information
speoifically tailored to Counterclaim Def&ndants' needs.
78. Plasterer and Car.l isle Sports Emporium have
appreciated the benefits conferred upon them by Q-Zar,
79. Plasterer and carlisle sports Empor ium have reta ined
the penefits conferred upon them by Q-Zar, and indeed have used the
confidential and proprietary information given to them by Q-Zar in
building and operating a laser tag facility which directly competes
with Q-Zar.
BO. It would be unjust and inequitable to permit
Plasterer and Carlisle sports Emporium to continue to retain the
benef.its conferred on them by Q-Zar without payment of value.
B1. Counterclaim Defendants' unjust retention of the
benefits conferred upon them by Q-Zar is outrageous, warranting an
award of punitive damages.
WHEREFORE, counterclaim plaintiff Q-Zar Franchising, Inc.
demands jUdgment in its favor and against counterclaim defendants
Keith Plasterer and Carlisle Sports Emporium, Inc., compensatory
and punitive damages in excess of $25,000, an injunction
prohibiting the continued use, possession, and/or communication of
16
6, In addition to receiving the Deposit Agreemenllll1d lhe deposll check, defendwlIal60
alleges\n its cOllnlerclalm thulll volunlurlly dellvercd 10 Counlercluim Defendwlls certahlmalerlals
which defcndWlInow contends urc proprlctury lrude secrets,
7. The counlercluim udmhs thatlhcre were no wrlllenagreemenls rellardlnll the use of
lllleged trude secrets. Sl:.I: countercluim ut '1 36.
8. As set forth herein, defendunt's new muller und eounterclulm fulls 10 sUlisfy lhe
Pennsylvllnia Rules of Civil Procedure with respect 10 pleuding such claims and, lherefore, plaintill's
prellmlnl1l)' objections should be sustulned WId the new maller and counterclaim should be dismissed
with preJ udice.
A. Demurrer To Count I GfThe New Muller And Counterclaim (Pa.R.C.P. I028{a){4)
9. Counlerclaim DefendwlIs ineorporale by this reference paragraphs I lhrough 8 above
lIS if fully set forth atlenglh herein,
10. In Count I of its new muller llI1d counterclaim, defendlll1t purports 10 slale a claim for
breach of lhe Deposit Agreement.
I I. As suppon for the allegations of breueh, dcfendant alleges thaI Counterclllim
Defendants breached a duty of good faith und fair dealing by misappropriating or misusing
confidential WId proprietary inlonnation and by failing to enter into a frlll1chise agreement. ~ new
maller and counterclaim ut '1'1 48-50.
12. The Deposit Agreement directly eontmvencs all of the allelled obligations of
Counterclaim Defendants identified in Countl of the new maller and counterclaim. Specifically,
the Deposit Allreement expressly states that all nellotiations between defendant and Counterclaim
PIIII.I\40?l8.1
DefendonlH will hove ended aileI' sending fourteen doy wrlllen notico of tenlllnotion of Ihe
agreement and that "neither party shall have any further lIablllly or oblillatlon whotsoe\er 10 Ihe
other." s.cs plaintlll's complailll at Exhibit "A".
13. Defendunt docs not dispute thut Ihe required notices were sent by Countel'c1ahn
Defendants, that allnellolilltlons bel ween defendllnlllnd Counlerclalm Defcndanls tenninated and
thatnellher I)arty has any liability or oblillathm whatsoever 10 the olher except lor retunl of the
deposit monies.
14. By virtue of the forelloinll, the allellatlons ofallclled breach ofcontractldcntllled In
Count [ of the new mailer lInd counterclaim fall to stahl a claim upon which relief can be gronted
because they arc expressly overidden and invalldllted by the lenns oflhe Deposll Agreement ratllled
by defendant.
WHEREFORE, Counterclaim Defcndllnts respectfully request that their prellmhlluy
objections 10 Count [ of the counterclaim bc sustained and that Count I be dismissed for failure to
stote a claim upon which rellefcan be grunted togclher wllh such other WId further relief 115 the Court
deems just and proper.
B. Demurrer To Count II GfTbe New M~lIer And Counterclaim (Pa.R.C.P. 1028((\)(4))
1 S. Counterclaim Defendants Incorporate by this reference paragraphs I through 14obovc
115 if fully set forth atlenllth herein.
16. Count II of the new mailer and counterclaim purports to state a claim for fraud against
Counterclaim Defcndanls.
P11I1.I140928.1
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2. Denied. The Answer, New Matter, and counterolaims
filed by Q-Zar ar.e in writing and speak for themselves.
Aocordingly, any characteri~ation of them is speoifioally denied.
3. Denied. The agroement attachod as Exhibit ^ to the
Complaint is in writing and speaks for itself, Accordingly, any
Qharaoteri~ation of it is specifically denied. By way of further
response, the agreement does not define the "the relationship
between counterclaim Defendants" and Q-Zar,
4. Denied. The agreement attached as Exhibit A to the
complaint is in writing and speaks for itself. Accordingly, any
charaateri~ation of it is specifically denied.
5. Denied. The Answer is in writing and speaks for
itself. Accordingly, any characteri~ation of it. is specifically
denied.
6. Denied. The Counterclaims are in writing and speak
for themselves. Accordingly, any characteri~ation of them is
specifically denied.
7. Denied. The Counterclaims are in writing and speak
for themselves. Accordingly, any characteri~ation of them is
specifioally denied. By way of further response, the Counterclaims
contain no such admission.
S. Denied. The averments of paragraph 8 are
conclusions of law to Which no response is required. By way of
further response, Q-Zar's New Matter and counterclaims fully
satisfy the Pennsylvania RUles of civil Procedure.
A. Demurrer to Counttirclaim Count-JJ.
9. Q-Zar incorporates by reference the foregoing
Paragraphs 1 through 8 as if sot forth heroin in full.
10. Denied. Counterclaim Count I is in writing and
speaks for itself. Accordingly, any characterization of it is
specifica lly denied. By way of furthor rosponse, Countercla il1l
Count I is not directed solely to the Deposit Agreement.
11. Denied, Counterc la im Count I is in writing and
speaks for itself.. Accordingly, any charac:terlzation of it is
specifically denied.
12. Denied, The averments of paragraph 12 are
conclusions of law to which no response is required. By way of
further response, the Deposit Agreement does not preclUde the
claims set forth in Counterclaim Count I. Moreover, the Deposit
Agreement is in wl:"itin'l and speaks for itself, Accordingly, any
characterization of its contents is specifically denied.
13. Admitted in part and denied in part. Q-Zar admits
that Counterclaim Defendants sent a notice to Q-Zar, but deny that
it was sufficient or relieved Counterclaim Defendants of liability.
Q-Zar admits that negotiations between Q-Zar and Counterclaim
Defendants have ceased. However, it is specifically denied that
Counterclaim Defendants Plasterer and Carlisle sports Emporium have
no liability or obligation to Q-Zar. To the contrary, Counterolaim
Defendants are liable to Q-Zar for breach of their obligations to
Q-Zar.
14. The averments of paragraph 14 are conclusions of law
to which no response is required. By way of further response,
counterolaim Count I states a claim upon which relief can be
qranted. This olaim is not in any way ovorridden nor invalidated
by the terms of the Deposit Agreement.
WHEREFORE, Counterolaim plaintiff O-Zar
requests that the Court overrule Counterclaim
preliminary objection to Count I,
B. Demurrer to counterclaim-IlL
15. Counterclaim Plaintiff Q-Zar incorporates the
foregoing paragraphs 1 through 14 au if set forth fully herein.
16. Denied. Counterclaim Count II is in writing and
speaks for itself, Accordingly, any characteriution of its
contents is specifically denied.
17. Denied. Counterclaim Count II is in 'liriting and
speaks for itself. Accordingly, any characterhation of its
contents is specifically denied. By way of further response,
nothing in Counterclaim Count rI is inconsistent with the Deposit
Agreement.
18. Denied. The averments of paragraph 18 are
conclusions of law to which no response is required. By way of
further response, the Deposit Agreement is in writing and speaks
for itself. Accordingly, any characterization of its contents is
specifically denied.
19. Denied. The averments of paragraph 19 are
conclusions of law to which no response is required. By way of
further response, Q-Zar did reasonably rely on Counterclaim
Defendants' misrepresentations, which are actionable at law.
respectfully
Defenda.,ts'
20. Penied. 1~o ovorment of paragraph ~o is a
oonolusion of law to whioh no roaponsu lu roquired.
2l. Deniod. 'I'ho I1vurmo"ts of paragraph 21 aro
conclusions of law to whioh no rOllponso it! required. By way of
further response, Counterclaim Count 11 identifies with suffioient
particularity the fraudulent misrepresentations made by
Counterolaim Defendants,
WHEI\EFORE, Countorc la im PIa int iff Q-Zar
requests that the Court overrule Counterclaim
Preliminary Objection to Count II.
C. Demurrer t9~nt III,
22. Counterc la im Pla intiff Q-Zar incorpor/,ttes herein the
foregoing paragraphs 1 through 21 as if sot forth in full.
23, Denied, Counterclaim Count III is in writing and
speaks for itself. Accordingly, any charllcterlzation of its
contents is specifically denied.
~4. Denied. The averments of paragr~ph 24 are
conclusions of law to which no response is required. By way of
further response, the mere fact that Q-Zar delivered proprietary
information to Counterclaim Defendants does not preclude reoovery
on Counterclaim Count III.
25. Denied. The avorments of paragraph 25 ore
conclusions of law to which no ro~ponse is required. By way of
further response, the parties did enter into a written agreement
relating to the alleged trade secrets. Counterclaim Defendants are
not in any way, shape or form exempt from liability by the terms of
the Deposit Agreement,
respectfully
Defendants'
26. Denied. 'rhe IIverments ot paraqraph 26 are
oonolusionll of law to which no reoponse is required. By way of
furthsr response, Counterclaim Count III stlltes a olaim upon whloh
relief oan be granted,
WHEREFORE, counterclaim Plaintiff Q-Zar respectfully
requests that the Court overrule Counterclaim Defendants'
Preliminary Objection to Count III.
D. Demurrer to Count I~
27, Counterclaim Plail1tiff Q-Zar incorporates herein
paraqraphs 1 through 26 as if set forth in full.
28. Denied. Countercla im Count IV is in wr i tiJ'!g and
speaks for itself, Accordingly, any characterhation of its
contents is specificallY denied.
29. Deniud, The avorment of Paragraph 29 is a
conclusion of law to which no rosponse is required. By way of
further r~sponse, the Pennsylvania courts have recogni2ed a cause
of action for procurement of information by improper means.
30. Denied. Counterclaim Count IV is in writing and
speaks for itself. Accordingly, any characteri2ation of it is
specifically denied. By way of further response, Counterclaim
Count IV is not duplicative of. claims and rolief sought in other
counts.
31. Denied. The avorment of paragraph 31 is a
conclusion of law to which no response ls required. By way of
further response, counterclaim Count IV is not inconsistent with
tho terms and conditions of the Deposit Agreement in any way, shape
or form.
32. Denied. The averment of paragraph
conolumion of law to which no re~ponse is required.
further response, counterclaim Count IV states a olaim
relief can be granted.
WHEREFORE, Counterclaim plaintiff Q-Zar
requests that the Court overrule counterolaim
Preliminary Objection to Count IV,
E. Demurrer to couqt V~
33. Counterclaim Plaintiff Q-Zar inoorporates herllin the
foregoing paragraphs 1 through 32 as if aet forth in full.
34. Denied, Counterclaim Count V is in writing and
speaks for itself.
35. Admitted in purt und denied in part. Q-Zar admits
that the proprietary information was voluntarily delivered.
However, Q-Zar specifically denies that this precludes recovery.
36. Denied. The averments of paragraph 36 are
conclusions of law to which no response is required. By way of
further response, Q-Zar does not admit that no written agreement
was ever entered into between the parties with respect to delivery
of proprietary information. On the contrary, the parties'
agreement prohibits Counterclaim Defendanta' possession and use of
Q-Zar's propr ietary J.nformat ion, wh ich possession and use has
occurred to the benefit of Counterclaim Defendants ilnd at the
expense of Q-Zar.
37. Denied. The averment of paragraph
oonclusion of law to which no response is required.
J 2 is a
By way of
upon Which
reepectfully
Defendants'
37 is a
By way of
further reeponse, counterolaim Count V states a olaim upon whioh
relief can be granted.
WHEREFORE, counterclaim Plaintitf Q-Zar
requests that the Court overrule Counterolaim
Preliminary Objection to Count V.
F. Demurrer to Count VI.
38. counterclaim Plaintiff Q-Zar incorporattis herein
paragraphs 1 through 37 as if set forth in full.
39. Denied. counterclain, Count VI is in writing and
speaks for itself, Accordingly, any attempt to charaoterize it is
specifically denied,
40. Denied. The averment of paragraph 40 is a
conclusion of law to which no t'esponae is required. By way of
further response, recovery in quasi-contract is available as an
alternative theory in this case.
41. Admitted in part and denied in part. Although there
is a Deposit Agreement, the existence of this agreement does not
respeotfully
Oefendants'
preclude recovery on an unjust enrichment theory. Accordingly, the
implication in paragraph 41 that no claim could be made is
specif ically rienied.
42. Denied. The averment of paragraph 42 is a
conclusion of law to which no response is required.
43. Denied. The averment of paragraph 43 is a
conclusion of law to which no response is required.
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