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HomeMy WebLinkAbout02-4958MICHAEL P. GROGAN~ Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. No,: 02- Investigative Consultant Services, Inc.: Civil Action Carl W. Schleicher, Defendant(s) NOTICE YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIM SET FORTH IN THE FOLLOWING PAGES, YOU MUST TAKE ACTION WITHIN TWENTY ( 20 ) DAYS AFTER THIS COMPLAINT AND NOTICE ARE SERVED BY ENTERING A WRITTEN APPEARANCE PERSONALLY OR BY AN ATTORNEY AND FILING IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIM SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO THE TELEPHONE OR THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CLrMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 MICHAEL P. GROGAN, : IN THE COURT OF COMMON PLEAS Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA Vo Investigative Consultant Services, Inc.: Civil Action Carl W. Schleicher, President : Trial By Jury Of Twelve Demanded Defendant(s) COMPLAINT 1. Michael P. Grogan is hereto atter referred to as the "PLAINTIFF". 2. The PLAINTIFF is an adult individual who resides at 548 Walton Avenue, Hummelstown, Pennsylvania 17036. 3. Investigative Consultant Services, Inc., (I.C.S.), is a Pennsylvania corporation which maintains its principal office at 4004 East Trindle Road, Camp Hill, Pennsylvania 17011 hereto after referred to as a "DEFENDANT". All actions undertaken by and attributed to defendant(s) herein were undertaken by authorized agents thereof acting within the course and scope of their authority. EXHIBIT-1 4. Carl W. Schleicher is an adult individual who resides at 6104 Stephens Crossing, Mechanicsburg, Pennsylvania 17055 hereto after referred to as a "DEFENDANT". 5. DEFENDANT Schieicher founded and incorporated Investigative Consultant Services in October 1977, He has served continuously as the Owner, President, and Chief Executive Officer. EXHIBIT-1. 6. DEFENDANT(s) hired the PLAINTIFF on September 15, 1986 as a salaried full-time investigator at which time no Terms of Employment Agreement existed. EXHIBIT-2. 7. In January 1991, DEFENDANT(s) severely altered the conditions of employment with the company. Investigators were now paid an hourly wage based on the DEFENDANT(s)' formula. They were forced to provide their own vehicles for work that had to meet the DEFENDANT(s)' standards and we were all pressured to sign a Terms of Employment Agreement which included a post-employment restrictive clause. This was done under the threat of termination without any from of consideration. EXHIBIT-3. 8. The DEFENDANT(s)' Terms of Employment Agreements identify the ultimate authority within I.C.S. as the President and Chief Executive Officer. EXItlBIT-3. 9. The DEFENDANT(s) created and fostered an intimidating work environment by terminating one employee, Robert Kozura, for not signing the Terms of Employment Agreement and angrily admonished the Plaintiff for seeking a private legal opinion concerning the Terms of Employment Agreement. 10. The DEFENDANT(s) have sought to expand the meaning of the Terms of Employment Agreements to include just working for another investigative agency by threatening a former employee, David Senott, and Keystone Investigations with litigation effectively ending his employment. A fact the DEFENDANT(s) made well known throughout I.C.S. 11. The DEFENDANT(s) did intentionally and knowingly created and allowed his subordinates to create a hostile work environment from October 16, 2000 until February 7, 2001 for the PLAINTIFF in order to get him to resign. EXHIBIT- 4 & 5. 12. The DEFENDANT(s) then capriciously terminated the PLAINTIFF from their employ for requesting, scheduling, and taking a vacation in accordance with company policy. EXHIBIT-6 & 7. 13. The DEFENDANT(s) through their Lawyers subsequently engaged in the past pattern and practice of harassment and threats of civil action to enforce the expanded view of the post employment restrictions in the Terms of Employment Agreements. EXH/BIT-8. 14. The DEFENDANT(s)' actions negatively impacted the PLAINTIFF'S employment opportunities by causing potential employers not to want to risk a law suit by hiring him. 15. The PLAINTIFF was unable to find regular work or employment in his chosen field of expertise and was forced to take an entry-level clerical position at a substantial reduction in pay in order to support family. EXHIBIT-9. 16. The DEFENDANT(s) clearly hold the view of the validity of the Terms of Employment Agreement by providing release from it to some and seeking its enforcement in the Courts with others. EXHIBITS-10 & 11. 17. Therefore, the DEFENDANT(s) benefited from their capricious behavior and their bad faith Terms of Employment Agreements without ever having had paid any consideration and doing substantial damage to the PLAINTIFF both personally and professionally. REMEDY 18. The PLAINTIFF is seeking a judgment against the DEFENDANT(s) of two years of pay, based on the hourly wage at the time of his dismissal 'using the DEFENDANT(s)' pay formula, less his taxable income for that same period totaling compensation owed $ 46,793.08. EXHIBIT- 12. 19. The PLAINTIFF is seeking punitive damages for the professional harm and the deliberate mental and emotional anguish inflicted by the DEFENDANT(s) in the amount of $ 25,000.00 Dated: /~, -//., ~. Respectfully submitted, Michael P. Grogaf[ Post Office Box 15555 Harrisburg, PA 17105 (717) 979-6317 No.: 02- EXHIBIT-1 The attached records were obtained fi.om the Pennsylvania Department of State, Corporation Bureau, Harrisburg, Pennsylvania. COR809 DISPLAY BASIC ENTITY INFORMATION FICTITIOUS NAME ENTITY#: 2270437 FILED: 10 11 1977 TYPE: FN BKDOWN TYPE: SPECIFIED EFF: CURRENT: INVESTIGATIVE CONSULTANT SERVICES CONSENT: N ORIGINAL: INVESTIGA'~'iv= CONSULTANT S~aVICES ADDRESS: 224 N 2ND ST CITY: HARRISBURG STATE: COUNTY: 2--2 CNTRY/JURIS: PA PA ZIP: 17101 LTD AUTH: N F3,=,E~IT F12=RETURN ENTER=MORE... COR810 NUMBER: NAME: CORPORATIONS FICTITIOUS OWNERS 2270437 INVESTIGATIVE CONSULTANT SERVICES DISPLAY OWNER NAME CARL W SCHLEICHER FILED DATE TIME 10 11 1977 22 22 51 11 F12=RETURN ENTER=MORE... PAGE DOWN=NEXT COR809 DISPLAY BASIC ENTITY INFORMATION INCORPORATED BUSINESS ENTITY#: 669522 FILED: 10 2 1978 TYPE: AIB BKDOWN TYPE: SPECIFIED EFF: CURRENT: INVESTIGATIVE CONSULTANT SERVICES. INC. B CONSENT: N ORIGINAL: ADDRESS: 4004 E TRINDLE RD CITY: CA)IP HILL STATE: PA COUNTY: 2_~1 CNTRY/JURIS: PA PURP/DESC/CMNT: BROAD-SECURITY CONSULTANT ZIP: 17011 LTD AUTH: N LTD/INC TERM: PERPETUA .F,3,=,E~,I,T, ,F,1,2?,%E,T,,U~,, COR811 ENTITY#: NAME: DISPLAY CORPORATE OFFICERS 669522 REPORT FILED AS OF: INVESTIGATIVE CONSULTANT SERVICES, INC. 11 29 1999 CHIEF EXECUTIVE OFFICER: CARL W SCHLEICHER VICE PRESIDENT: SECRETARY: TREASURER: MARIE B SCHLEICHER MARIE B SCHLEICHER 4004 EAST TRINDLE RD P O BOX 697 CAMP HILL PA 17011 4242 MAILING ADDRESS: F3=EXIT F12=RETURN fl,7,=,A~RESS, ~INDO~ ENTER=MORE. APPLICANT'S ACC'T NO. DSCB: 54-2§A IRev. ~ilin8 Fee: $25 FN*42 3-1-77:47 284 (Lira: for numbering~ COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Filed this _~__].~h____ day of __ Commonwealth of Pennsylvania Department of State ACTING Secretary. of the Commonwealth e¢ (Box for Certification) In compliance with the requffements of section I of the act of May 94, 1945 (P. L, 967) (54 P. S. § o8,1), the undersigned individual(s), desiring to carry on or conduct a business in this Commonwealth under an assumed or fictinous name. style or designation, does (do) hereby certify that: 1. The real name(s) and address(es), of aU persons owning or interested in the business are: NAMES RESIDENCES Carl W. Schleicher 6217 Whitehill Dr., Mechanicsburg, Pa. 17u55 2. Thename, s~le, ordesigna~onunderwhichthebus~essis ~ing, orwill~,camedonorconductedis: Investiqative Consultant Services 3. A brief statement of the character or nature of the busJ qess is: Private detective agency The location of the prim:tpal office or place of business of the business in this Commonwealth is; 224' Ne:th 2nd Street Harrisburq Dauphin 17101 o~ -,~1L-be,-eel~4ed-oe-~ ~md~ed. ia4h4~ ~omma~,wea~h 4~ 3-1-77:47 295 DSCB: 54-28.1 (Rev. 12-74)-2 iN TESTIMONY WHEREOF, the undersigned has (have) caused this applica~on to be signed this da~0f ~pJ~.II~b_gX_ 19 77 __. COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF Dauphin Pe~onally ap~ared befo~ me ~is ~/~ Carl W. Schleicher day of September ,, 19 77 , who, being duly sworn according to law, deposes and says that the statements contained in the foregoing application are true. , .~ .'!0 fili~ F~: $75 *Ali-7 Ir',Jd~ ~f ~ ~ Ceq~r~ 3-1-78:46 ,599 (Li~e for numbering) 669522 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Filed this 2nd day of October i9 7__S. Commonwealth of Pennsylvania Department of State Secretary of the Commonwealth as (Box for CertificaUon) In compliance with the requirements of section 204 of the Business Corporation Law, act of May 5. 1933 IP. L. 364) (15 P, S. ~1204) the undersigned, desiring to be incorporated as a buMness corporation, hereby cert/fies (certii~/) that: 1. The name of the corporation is: Investigative Consultant Services, Inc. 2. The location and post office address of the init/al registered office of the corporation in this Common- wealth is: 224 N. 2nd St., P. O. Box 697 Harrisburg PennsyJvania 17108 3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsyl. ranis for the following purpose or purposes; The corporation shall have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law of 1933, as amended. 4. The term for which the corporation is to exist is: __ perpetual 5. Tho aggregate number of shares which the corporation shall have authority to issue is: 10,000 shares having a par value of $10.00 per share for a total capitalization of $100,000.00. 3-1-78:46 GO0 DSCB :BCL---204 (Rev. ~-z2)-2 6. The name(s) and post office address(es~ of each incorporaton's) and the number and class of shares sub- scribed by such incorporator(s) is (are): Carl W. Schleicher 6217 Whitehill Drlve, 10 MechanlcsDurg, Pa. //Ubb -- IN FESTIMONY WHEREOF. the incorporator(s) has (have) signed and sealed these Articles of lncor- poration~his 30th dayof '.i~ '![~1 l~/k~ '~ September 19~__ - ¥" ' (SEAL ~ ~'][~ ~ I ~ ~ (SEAL) (SEAL) INSTRUCTIONS FOR COMPLETION OF FORM: A. For generalinstruetions relating to the ncorporation of business corporations see 19Pa Cede Ch 35 (relating m business corporations generally) These instructions relate to such matters as corporate name, s~t~ed purposes, term of existence, authorized share structure and related authorit), of the board o[~irectors, inclusion of names of first directors in the Articles of Incorporation. optional .... Ut ' ' gfo I ' fdi ~vl$1on.~s on cum auve votm r e ectlon o rectors, etc. B. Or~e or n~e corl~ .~ .r~tions or natural persons of full age may incorporate a business corporation. C. O-ptional~ovlsi~tired or authorized by law may be added as Paragraphs 7, 8, 9 . , .etc. D. qFhe following sh~i~accompany this form: (9..'~ Thre~coples of Form DSCB:BCL--206 (Registry Statement Domestic or Foreign Business Co~ation). ' (2) Any necessary, copies of Form DSCB:I7.2 (Consent to Appropriation of Name) or Form DSCB:IT.3 (Consent to Use of Similar Name). (3) Any necessary governmental approvals. E. BCL §205 (15 Pa. S. §1205) requires that the incorporators shall advertise their intention to file or the corporation shall advertise the filing of articles of incorporation. Proofs of publication of such advertising should not be delivered to the Department. but should be filed with the minutes of the corporation. All i hese 6rn : W~, Under the provisions of the Business Corporation Law, approved the 5th day of May, Anno Domini one thousand nine hundred and thirty, three, P. L. ~4, as amended, the Department of State is author,,ed and requ/red to/ssue a CERTIFICATE OF INCORPORATION evidencing the incorporation o£ a bus/ness corporation o~anized under the terms of that ~aw, and llereas, The stipulations and conditions of that law have been fully complied with by the pemons desiring to incorporate as INVESTIGATIVE CONSULTANT SERVICES, INC. ~~, ~ ~, That subject to the Constitution of th,'., Cornmgnwealth and under the authority of the Bu~ness Corporate'on Law, [ do by these presents, which I have caused to be eealed w~th the Great SeZ of the Commonwealth, create, erect, and in- corporate the/ncor~oratom o! and the subser~bers to the share~ of the proposed corporation named above, their associates and successors, and also those who ma}, therea£tar become subecr~bers or holders of the shares of such corporation, into a body politic and corporate in deed and in ]aw hy th. e name chosan hareinbefore specified, wh~ch shall exist pecpetually and shall ~e invested w~th and have and enjoy all the powers, priWleg~, and £ranch/~es incident to a bus~ness corporation and be subject to a~ the duties, requirements, and restrictions speclBed and enjoined in and by the Business Corporation Law and ali other applicable laws of this Commonwealth. under my Hand and the (~reat ~ of the ~ommon. wealth, at the ~ty o£ ]-~ar~bu~, th]~ 2nd ~ay Of O~tobe: Jr~ the year of our Lord one thousand nine hundred and seventy-e:Lgh: and o£ the Commonwealth the two hundred and third Secratar~ of the Commonwealth 82-72' 856 (Line for numbering) 669522 COMMON~FEALTH OF PENNSYLVANIA DEPARTMENT OF STATE Filed this ] 7th ~ · _---~-- day of '4'esl th of Pennsylvania Department of State CORPORATION BUREAu 5ecretav/of the Commonwealth In compliance with the requirements of section 307 of be Bus ....... (Box tbr Certificatim (P. L. 364) (15 P. $. §1307) hereby certify that: ' "'"::'~' c-orporatlon Law the undersigned CO.ration, desi~ng to effect a change in ' · ~nay 5. 1933 1. The n~me of the co~oration is: registered office, d~s Investigative Consultant Services, Inc. 2. The addr~s of Its present registered O~ce in autho~zed to corr~t the following statement this CommonweMth Is (the Department of State is hereby to cOnForm to the ~ords of the Department): ~I~nJa 17108 3. The address to which tile ~gJsle~d office in this Commonweahh Is ~~~__~~ to ~ Changed 4. Such change was authorized by resolution duly of ~rectors of the cO.ration, adopted by at least a majo~ty of the mem~rs of the boa~ IN TESTIMONY WHEREOF. the under~gned cO~oratlon has ca . duly a~tho~zed o~cer, and its CO.rate seal d used this ~~ day of ~(~l ~ , uly attested ~ ano.U_ _ statement to be signed by a ~ 19 8~ "~ -~ such officer, o be hereunto affixed, this A~I.~ 669522 · lidis ef for '~umbermg) COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE Filed this _.._~29ch. da), of ~, -- --. 19__83 Commonwealth of Pennsylvania Department of State ......... CORPORATION BUREAU Secre~.ary of the Commonwealth In compliance with the requ rements of sect~ ..... BOx for (P. L. 364) (15 P. S. §180~, -,-, - · on ~o~ ot the Business 4,- .... . . ( Certification) that: --., ,-~ unaers~gned corporation, desirin,, t~ ---~,v:e~"~atJ°n Law. act of May 5. 1933 a ,, -..cna tis Articles, does hereby certify I. The name o£ the corporatian is: Investigative Co',multant Services, ]:nc. rod 2. The location ot its registered ~ffice Jn this Commonwealth is (the Department of State is :o corr,~ct the following ~tatem~nt to conform to the records of Jh¢ Department,: hereby authorized ,~ __ _Pe~nsyh,anla 17108 3. der which it was Incorporated iS: ' Busine~Z Corporatio. t. ...... I. ,..' ........ aT~-~l~l~_ent~_~2 ,..__~w, ac~ of ~y 5, 1933, P.L. 364, as amended" 4. The date of i~s:'ifieorporation is: _ O~obe~...2 , 1978 d It app pi 5. CCh(.ck..an ~prJam, corn ere one of [he t~lowing): ~ The m~in~ ot th~ shareholders ~ the co~aUon at whteh ~e ~en~em was held ~; the time andpl~ce and pursuan, to the end .,d ~,~ Ot nmloe he.in stated, adopted wP~ Time: ~le .~ .... day of_ - - - - 19~. Place: Kind and period of notice ~-~ The amendment was ado ted -~. ~ all of the shareholders e P by a consent in writing, settln tort ntltled to vote thereon and filed with the ~e, -,---. -g.,~ h the action so taken, ai~ned by 6. At the time otthe action of shareholders: (al The total number ot shares outstanding was: th) The number of;~hares entided to vote was: .... ~00 ~ 8. Thc, amendment adopt~.~ by the shareholders, set forth in full. Is as follows: The aggregate number of shares which the corporation shall have authority to issue Shall be incraased from 10,000 shares having a par value of $10.00 per share to 100,000 shares having a par Value of $1.00 per share for an unchanged total capitalization of $100,000. ~N TESTIMoNy WHEREOF. the undersigned corporation has caused these AmcIes of Amendment IA, si~4ncd by a duly authorized, ?ffleer and tis co ra to h~'~eunto affixed this ',.~:~ in . rpp te seal duly at~sled by another such officer, to be '~'-"-- __uayor__ -~i ~' ' -, !/l',).~ ;..: ~,/' carl W. ~enl_~ - re.m, _ Sec_~retar~, INSTRUCTIONS FOR COMPLETION OF FORM President A. A,ny necessary copies or Form DSCB:I7.2 Co ~CO.se.t ,o ~ of Sim,ar Name) .~al, a~o~C.?."..": 2.° .*Pp~op.atio. or N~n,e) o. ~ ..... ~,,my ~ructes of Amendment e.,~_.i' .... .- ~ot, B:17.3 B. AnY n~esaa~ go~ernmemal approves ~1 ~mpany ~ts ~. "~ung a change of name. C. Whe~ aclton Is taken ~ panl~ ~een contra pumu~t to the A~t~es, the ~cond ~[etnate o[' Paragraph 5 should ~ m~ffied acco~ln~y. I[ the shares of any class we~ enUfl~ to vote aa a class, the num~ o~ shes of each cJa~ ~ e~titJed and Ihe num~ ut shares ut ~ other cl~a enfld~ to vote ~o~d ~ ~t ~o~b ~ Paragraph ~b). J~ [he shams o~ any cless we~ enUtJ~ to '~ote aa a cJase, the numar o~ shams o[ such ciasa and the numar of sha~s of all other clasps vot~ for and ag~nst such am~dment ms~tiveJy should ~ ~t ~onh in P~agraphs 7(a) and 7(b), ~L ~807 (15 P. g. ~]807) requires ~ba~ ~e CO~rat~n sh~ advenl~ · tng or A~lcles of Amendment, P~s o the Department, but should ~ ~ed wi,h t~te~ti°~ ~t such advenl~ng its lmenUon [o ~le or the --.. ,...es m the Co~oraUon. should not ~ delivet~ to 669522 ~S, In and by ~ticle VIII of the fihh ~a~ o~ MaV, ~no Domini one Busine~ Corporation ' ~hou~nd nine hunted and approv~ ~he ~ended~ the Departmen~ of S~ate is authorized and .qu~ed to i=~r~y'three' P' U 3~4, as CERTIFICATE OF AMEndMEnT . ~denc;ng~he amendment o~ the ~ides o~anized~nder or~bj~t of Incorporation of a bUsine= CorporaU*on to the proviMons of =har ~w, ...... ".~ ~en tuu~ c=mpHedwhh ~ ta nmg to the amend~ INVESTIGATIVE CONSUATANT SERVICEs, INC. have -- ' ~. -.-umry ot the Busine-- ~-- o, the Consti[ution of t ' ~u~tq~ ~ed with ,~ ~ ~ ~orporation ~w h;s Commonwealth powem Of~t~d:~._ . --- .... e oreat ~, of *~ ~ , l do bY these present~ ~, - '"°~tY to ~e~d enio.. ..~,~,~u oy ~t fo the Dep~tme '~ ~erms and provi~ons o go~ '~ :. ,~y o,cn ri h~ nt of State wi o~e ~Busm~ ~ ...... ~ and powem, subject th Full Power and ~ ~urauon ~w and ~l ...~ . to ~l the proviso.. ~ au. ~mer applicable ]a~ : [als Co~onwe~th' ~ under my Hand and the ~eat Se~ of the Common. we~th~ at ~e City of H~r~bu~, ~Y of July in the ye~ o~ o~ 29th th°~d nine hun~ and . . ~rd one ~d of ~he Co~onw~l.~ ~ ezghCy three ~e~ of Microfilm Number 'I070 · Entity Number 4; (.: ' Filed with the Department of State on STATEMENT OF CHANGE OF REGISTERED OFFICE DSCB;t 5-1507/4f44/550i 5 f44/S506 (Rev 90} Indicate type of entity (check one): X Domestic Business Corporation (15 Pa.C.S. § 1507) __Foreign ~usines,. Corporation (15 Pa.C.S, § 4144) __Domestic Nonprofit Corporation (15 Pa.C.S, § 5507} __Foreign Nonproflt Corporation { 15 Pa.C.S. § 6144) _ ~Domest c Limited Partnership {15 Pa.C,S. § 8506) __Professional Corporation In compi,ance with the requirements of the applicable provision of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned corporation Or limited partnership, desiring to effect a change of registered office, hereby states that: 1. The name of the corporation or limited partnership is:__lnvestigative Consultant Services. Inc. 2. The (al address of this corporation's or limited pa tnersh~p s current registered office in this Commonwealth or (b) con mercial registered office provider and th~ county of venue is: (the Department is hereby authorized to correct the following address to conform to the records of the Department): (a) 125 State Street, P.O. Box 697 Harrisburg, Dauphin County, Pennsy~v_ania 17108 Number and Street' - City Stat~-- Zip County (b) c/o: Name of Commercial Regislered Office Proviaer County For a corporation or a limited partnership represented by a commercial registered office provider, the county in (b) shaft be deemed the county in which the corporation or limited partnership is rocated for venue and official publication P, Tposes. (Complete part (a) or lb)): (a) The address to which the reg stared office of the corporation or llm~ted partnership in this Commonwealth is to be changed is: 4004 E. Trindle Roa~d, Camp _Hill, C.umbedand County, Pennsylvania 17011 Number and Street Cily State Zip Count,/ (b) The registered office of the corporation or iimited partnership shall be provided by: For a corporation or a limited partnership represented by e commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is ~ocated for venue and official publication purposes. PA DEPl:. OF STAI~ NOV 6 200O 4. (Strike out if a limited partnership): Such change was authorized by the Board of Directors of the corporahon. IN TESTIMONY WHEREOF, the unders g~ned corporation or limited artnersh' a duly authorized officer this *~a=,, ,,~ Y/ ), ~ . ~ . / P Ip has caused this statement to be signed by ~--- ~- "- _~ ~ ~-~_<~.?~' ~.~c~ _, 2000. INVESTIGATIVE CONSULTANT SERVICES, INC.. BY: afl W ~S~)Y~ ic I~e s id e n t No.: 02- EXHIBIT- 2 The attached are copies of the PLAINTIFF'S 1986 W-2 tax form from the DEFENDANT(s) establishing his date of employment and the PLAINTIFF'S 2001 W-2 tax form establishing his date of termination. I Control number OMB No. 1545-00~8 2 £mployer's name, address, and ZIP code Employer's idefltlflCatlon number 4 Employer's state I.D, number 5Statutory Deceased ' Lepl 94Z Subtota; Void employee rep. emp [] [] [] [] [] [] Allocated tios Advance EIC payment Employee's s~lal security number 9 Federal income ........tax w~thheld 10 Wages, riDS, other~ -~,c°mpensatmn 11 Social security tax withheld ~?% "'~ ~'~ ~ ~ ~ ..1%. C~:~ fo,,.W-2 Wage and Tax Statement 1986 13 Social security wages 14 Social security tips 16 16a Fringe benefits iflcI in Box 10 4.,0'':~, P tI,C. ~IH ,TState,,cometax 118 Statewa,ett,p,?. 119 Nameof~,a,e 2] L~a/wages, hps, et~ 22 Name of locality , 4© ,, ~ 1 Form W-2 Wage and Tax Statement 2001 Copy B, to be filed with employees FEDERAL tax return I x I ~??s.?~ I ~8.~o No.: 02- EXHIBIT-3 The attached are five versions of the DEFENDANT(s)' Terms of Employment Agreements. Section 1 of the first four agreements details the change to an hourly rate of pay. Section 9 of the first four agreements details the change to use of personal vehicles and the DEFENDANT(s)' standard. Section 5 of these agreements identifies the President as the ultimate authority within the company. Section 13-C identifies the Chief Executive Officer as the authority figure. Dated 2-18-91 Employee's Name: POSITION: INVESTIGATIVE CONSULTANT SERVICES, INC.'S ,,Terms of Employment" for Persons Employed as Private Detectives/Investigators Effective March 1, 1991 (This agreement supersedes all other employment agreements entered into by the employee) All persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. ("ICS"), a Pennsylvania corporation with its corporate office located at 3109 North Front Street, Harrisburg, Pennsylvania, as Private Detectives/Investigator during the course of his employment with ICS. In consideration of the hourly wage agreed upon at the time of hiring each new employee, or for the hourly wage currently being earned by current employees, and subsequent hourly wage evaluations, and in further consideration of the additional benefits provided in accordance with current KCS policy, each licensed Private Detective/Investigator should read and acknowledge, with his signature, the following terms: 1. I will receive an hourly wage which is to be paid in monthly installments, payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc. I will record all hours worked on time sheets to be reviewed by my supervisor. I understand that I will be paid for a minimum of forty (40) hours a week. In addition to this hourly wage, the following additional benefits of my employment have been explained in detail to me by my supervisor: (a) Vacation policy and personal days; (b) Sick leave policy; (c) Paid holidays. Vacation days, personal days, sick days and holidays will be credited as eight (8) hour days for pay purposes; (d) Medical benefits for myself and my family; (e) Life insurance benefits; (f) Long-term disability benefits; (g) Profit-sharing plan and 401K plan; (h) Overtime pay for hours worked in excess of forty (40) hours a week. Overtime pay will be paid on the next payday after the month in which it is worked (i.e., October overtime will be pain in November); (i) Reimbursement for business mileage that I drive while working for clients that are ordinarily billable to clients at a reimbursement rate to be set by ICS. (J) Reimbursement for business expenses that are incurred while working for the clients and are ordinarily billable to clients. 2. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. I agree to do whatever is necessary to ensure that each assignment I am given is investigated thoroughly and professionally. 3. I understand that my performance will be compared to other investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in any way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. 4. I understand that my employment is "at will" and may be terminated by ICS or me at any time. 5. I understand that, if I disagree in any way with my supervisor's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. 6. I understand that ICS company policy forbids me to carry firearms or other concealed weapons during the course of my employment due to restrictions in the corporate liability insurance policies. 7. I understand and have read the corporate policy memorandum regarding part-time employment. I agree to comply with the terms of that policy. 8. I understand that it is imperative that I hold a valid driver's license. I affirm that the information regarding my driver's history as presented in my employment application is true and valid as stated. I will report any loss or suspension of my driver's license to ICS immediately. I also affirm that I have not been convicted of a felony or any offense involving moral turpitude or any misdemeanor or offense of any nature. 9. I understand that I must supply my own vehicle that is suitable for investigative and surveillance work. The vehicle must be approved by my regional manager. I will not perform maintenance of or repairs to my vehicle on ICS time. I further understand that I must carry my own vehicle insurance and agree to provide ICS with a current certificate of insurance upon renewal, or at least annually. In addition, I will report any cancellation of my automobile policy to ICS immediately. 10. I agree to sign a receipt for all company property issued to me by ICS and to utilize care in handling all ICS equipment. I understand that I may be liable for repairs or replacement of said equipment is shown to be a result of negligent or intentional misconduct on my part. 11. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rate for mileage allowed by the Internal Revenue Service and at an hourly rate set by ICS and advertised to all employee by a policy memorandum. This rate will be revised annually by ICS and will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. 12. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid and accurate record of reasonable expenses incurred in the course of my employment with ICS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my "Bi-weekly Expense Voucher." I also understand that I will receive a cash advance which I must account for by utilizing my "Bi-weekly Expense Voucher." 13. I understand and agree that, during the term of my employment with ICS and within two (2) years after termination of employment with ICS, I will not divulge the names or addresses of any of the clients or customers of ICS to any party not employed by ICS, nor will I call on or market any current client of ICS on behalf of myself or any other employer, with the exception of certain client or customer information which may be provided to current clients or future clients as references. Additionally, I agree, during the term of my employment and for a period of two (2) years after termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be construed as a "trade secret." All such disclosures must be approved by corporate headquarters. 14. I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. 15. I agree to provide two (2) weeks' written notice in the event I desire to terminate my employment with ICS. I understand that I will be paid at the time of termination of my employment, at the end of the calendar month following the date of termination, and that my final paycheck will include payment for unused annual leave in accordance with the current ICS policy. I understand that, prior to the issuance of my final paycheck, my equipment will be inspected for damage and accounted for, and my expense voucher reviewed and settled. All damage to my equipment must be resolved, and all costs incurred by ICS will either be paid for or will be deducted from my final paycheck. 16. I understand that any violation Employment" may result in administrative or being taken by ICS. of the "Terms of disciplinary action 17. I understand and acknowledge that any use of the client lists, prospective client material, price lists, report formats and/or other confidential material considered as "trade secrets" after termination of my employment with ICS may result in legal action being taken against me by ICS. 18. Employee shall not divulge any information acquired by employees of ICS, Inc. to anyone and further shall not make a false report to ICS, Inc. To divulge information is a violation of Section 14 of the Private Detective Act. I, the undersigned, acknowledge that I have read and understand the above "Terms of Employment." Date z - /~- 9/ Dated 11-30-92 Employee's Name: POSITION: INVESTIGATIVE CONSULTANT SERVICES, INC.'S "Terms of Employment" for Persons Employed as Private Dete~tives/Investigators Effeotive March 1, 1991 This agreement supersedes all other employment agreements entered into by the employee All persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. ( "ICS "), a Pennsylvania corporation with its corporate office located at 3109 North Front Street, Harrisburg, Pennsylvania, as Private Detectives/Investigator during the course of his employment with ICS. In consideration of the hourly wage agreed upon at the time of hiring each new employee, or for the hourly wage currently being earned by current employees, and subsequent hourly wage evaluations, and in further consideration of the additional benefits provided in accordanca with current ICS policy, each licensed Private Detective/Investigator should read and acknowledge, with his signature, the following terms: 1. I will receive an hourly wage which is to be paid in monthly installments, payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc. I will record all hours worked on time sheets to be reviewed by my supervisor. I understand that I will be paid for a minimum of forty (40) hours a week. In addition to this hourly wage, the following additional benefits of my employment have been explained in detail to me by my supervisor: (a) Vacation policy and personal days; (b) Sick leave policy; (c} Paid holidays. Vacation days, personal days, sick days and holidays will be credited as eight (8) hour days for pay purposes; (d) Medical benefits for myself and my family; (e) 401K Savings Plan; (f) Overtime pay for hours worked in excess of forty (40) hours a week. Overtime pay will be paid on the next payday after the month in which it is worked (i.e., October overtime will be paid in November); (g) Reimbursement for business mileage that I drive while working for clients that are ordinarily billable to clients at a reimbursement rate to be set by ICS. (h) Reimbursement for business expenses that are incurred while working for the clients and are ordinarily billable to clients. 2. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. I agree to do whatever is necessary to ensure that each assignment I am given is investigated thoroughly and professionally. 3. I understand that my performance will be compared to other investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in any way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. 4. I understand that my employment is "at will" and may be terminated by ICS or me at any time. 5. I understand that, if I disagree in any way with my supervisor's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. 6. I understand that ICS company policy forbids me to carry firearms or other concealed weapons during the course of my employment due to restrictions in the corporate liability insurance policies. 7. I understand and have read the corporate policy memorandum regarding part-time employment. I agree to comply with the terms of that policy. 8. I understand that it is imperative that I hold a valid driver's license. I affirm that the information regarding my driver's history as presented in my employment application is true and valid as stated. I will report any loss or suspension of my driver's license to ICS immediately. I also affirm that I have not been convicted of a felony or any offense involving moral turpitude or any misdemeanor or offense of any nature. 9. I understand that I must supply my own vehicle that is suitable for investigative and surveillance work. The vehicle must be approved by my regional manager. I will not perform maintenance of or repairs to my vehicle on ICS time. I further understand that I must carry my own vehicle insurance and agree to provide ICS with a current certificate of insurance upon renewal, or at least annually. In addition, I will report any cancellation of my automobile policy to ICS immediately. 10. I agree to sign a receipt for all company property issued to me by ICS and to utilize care in handling all ICS equipment. I understand that I may be liable for repairs or replacement of said equipment is shown to be a result of negligent or intentional misconduct on my part. 11. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other Judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rate for mileage allowed by the Internal Revenue Service and at an hourly rate set by ICS and advertised to all employees by a policy memorandum. This rate will be revised annua].ly by ICS and will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. 12. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid and accurate record of reasonable expenses incurred in the course of my employment with ICS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my "Bi-weekly Exp~nse Voucher." I also understand that I will receive a cash advance which I must account for by utilizing my "Bi-weekly Expense Voucher." 13. I understand and agree that, during the term of my employment with ICS and within two (2) years after termination of employment with ICS, I will not divulge the names or addresses of any of the clients or customers of ICS to any party not employed by ICS, nor will I call on or market any current client of ICS on behalf of myself or any other employer, with the exception of certain client or customer information which may be provided to current clients or future clients as references. Additionally, I agree, during the term of my empl. oyment and for a period of two (2) years after termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be construed as a "trade secret." All such disclosures must be approved by corporate headquarters. 14. I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. 15. I agree to provide t~o (2) weeks' written notice in the event I desire to terminate my employment with ICS. I understand that I will be paid at the time of termination of my employment, at the end of the calendar month following the date of termination, and that my final paycheck will include payment for unused annual leave in accordance with the current ICS policy. I understand that, prior to the issuance of my final paycheck, my equipment will be inspected for damage and accounted for, and my expense voucher reviewed and settled. All damage to my equipment must be resolved, and all costs incurred by ICS will either be paid for or will be deducted from my final paycheck. 16. I understand that any violation of the "Terms of Employment" may result in administrative or disciplinary action being taken by ICS. 17. I understand and~acknowledge that any use of the client lists, prospective client material, price lists, report formats and/or other confidential material considered as "trade secrets" after termination of my employment with ICS may result in legal action being taken against me by ICS. 18. Employee shall not divulge any information acquired by employees of ICS, Inc. to anyone and further shall not make a false report to ICS, Inc. To divulge information is a violation of Section 14 of the Private DetEctive Act. I, the undersigned, acknowledge that I have read and understand the above "Terms of Employment." Signature Date Dated 11-01-93 Employee's Name: POSITION: INVESTIGATIVE CONSULTANT SERVICES, INC.'S "Terms of Employment" for Persons Employed as Private Detectives/Investigators Effective March 1, 1991 This agreement supersedes all other employment agreements entered into by the employee All persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. ( "ICS "), a Pennsylvania corporation with its corporate office located at 3109 North Front Street, Harrisburg, Pennsylvania, as Private Detectives/Investigator during the course of his employment with ICS. In consideration of the hourly wage agreed upon at the time of hiring each new employee, or for the hourly wage currently being earned by current employees, and subsequent hourly w~age evaluations, and in further consideration of the additional benefits provided in accordance with current ICS policy, each licensed Private Detective/Investigator should read and acknowledge, with his signature, the following terms: . 1. I will receive an hourly wage which is to be paid in monthly installments, payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc. I will record all hours worked on time sheets to be reviewed by my supervisor. I understand that I will be paid for a minimum of forty (40) hours a week. In addition to this hourly wage, the following additional benefits of my employment have been explained in detail to me by my supervisor: (a) Vacation policy and personal days; (b) Sick leave policy; (c) Paid holidays. Vacation days, personal days, sick days and holidays will be credited as eight (8) hour days for pay purposes; (d) Medical benefits for myself and my family; (e) 401K Savings Plan; (f) Life and Disability Insurance (g) Overtime pay for hours worked in excess of forty (40) hours a week. Overtime pay will be paid on the next payday after the month in which it is worked (i.e., October overtime will be paid in November); (h) Reimbursement for business mileage that I drive while working for clients that are ordinarily billable to clients at a reimbursement rate to be set by ICS. (i) Reimbursement for business expenses that are incurred while working for the clients and are ordinarily billable to clients. 2. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. I agree to do whatever is necessary to ensure that each assignment I am given is investigated thoroughly and professionally. 3. I understand that my performance will be compared to other investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in an~ way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. 4. I understand that my employment is "at will" and may be terminated by ICS or me at any time. 5. I understand that, if I disagree in any way with my supervisor's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. 6. I understand that ICS company policy forbids me to carry firearms or other concealed weapons during the course of my employment due to restrictions in the corporate liability insurance policies. 7. I understand and have read the corporate policy memorandum regarding part-time employment. I agree to comply with the terms of that policy. 8. I understand that it is imperative that I hold a valid driver's license, i affirm that the information regarding my driver's history as presented in my employment application is true and valid as stated. I will report any loss or suspension of my driver's license to ICS immediately. I also affirm that I have not been convicted of a felony or any offense involving moral turpitude or any misdemeanor or offense of any nature. 9. I understand that I must supply my own vehicle that is suitable for investigative and surveillance work. The vehicle must be approved by my regional manager. I will not perform maintenance of or repairs to my vehicle on ICS time. I further understand that I must carry my own vehicle insurance and agree to provide ICS with a current certificate of insurance upon renewal, or at least annually. In addition, I will report any cancellation of my automobile policy to ICS immediately. 10. I agree to sign a receipt for all company property issued to me by ICS and to utilize care in handling all ICS equipment. I understand that I may be liable for repairs or replacement of said equipment is shown to be a result of negligent or intentional misconduct on my part. 11. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rats for mileage allowed by the Internal Revenue Service and at an hourly rate set by ICS and advertised to all employees by a policy memorandum. This rate will be revised annually by ICS and will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. 12. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid and accurate record of reasonable expenses incurred in the course of my employment with ICS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my "Bi-weekly Expense Voucher." I also understand that ! will receive a cash advance which I must account for by utilizing my "Bi-weekly Expense Voucher." 13. I understand and agree that, during the term of my employment with ICS and within two (2) years after termination of employment with ICS, I will not divulge the names or addresses of any of the clients or customers of ICS to any party not employed by ICS, nor will I call on or market any current client of ICS on behalf of myself or any other employer, with the exception of certain client or customer information which may be provided to current clients or future clients as references. Additionally, I agree, during the term of my employment and for a period of two (2) years after termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be construed as a "trade secret." All such disclosures must be approved by corporate headquarters. 14. I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. 15. I agree to provide two (2) weeks' written notice in the event I desire to terminate my employment with ICS. I understand that I will be paid at the time of termination of my employment, at the end of the calendar month following the date of termination, and that my final paycheck will include payment for unused annual leave in accordance with the current ICS policy. I understand that, prior to the issuance of my final paycheck, my equipment will be inspected for damage and accounted for, and my expense voucher reviewed and settled. All damage to my equipment must be resolved, and all costs incurred by ICS will either be paid for or will be deducted from my final paycheck. 16. I understand that any violation of the "Terms of Employment" may result in administrative or disciplinary action being taken by ICS. 17. I understand and acknowledge that any use of the client lists, prospective client material, price lists, report formats and/or other confidential material considered as "trade secrets" after termination of my employment with ICS may result in legal action being taken against me by ICS. 18. Employee shall not divulge any information acquired by employees of ICS, Inc. to anyone and further shall not make a false report to ICS, Inc. To divulge information is a violation of Section 14 of the Private Detective Act. I, the undersigned, acknowledge that I have read and understand the above "Terms of Employment." Signature. Date Dated: ;~-~! -95 Employee's Name: POSITION: INVESTIGATIVE CONSULTANT SERVICES~ INC. "Terms of Employment" for Persons Employed as Private Detectives/Investigators Effective October 1, ~995 This agreement supersedes all other employment agreements entered into by the employee All persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. ("ICS"), a Pennsylvania corporation with its corporate office located at 3109 North Front Street, Harrisburg, Pennsylvania, as Private Detectives/Investigators during the course of his employment with ICg. In consideration of the hourly wage agreed upon at the time of hiring each new employee, or for the hourly wage currently being earned by current employees, and subsequent hourly wage evaluations and increases and promotions, and in further consideration of the additional benefits provided in accordance with current ICS policy, each licensed Private Detective/Investigator should read and acknowledge, with his signature, intending to be legally bound, the following terms: 1. I will receive an hourly wage which is to be paid in monthly installments, payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc. I will record all hours worked on time sheets to be reviewed by my supervisor. I understand that I will be paid for a minimum of forty (40) hours a week. In addition to this hourly wage, the following additional benefits of my employment have been explained in detail to me by my supervisor: (a) Vacation policy and personal days; (b) (c) Sick leave policy; Paid holidays. Vacation days, personal days,, sick days and holidays will be credited as eight (8) hour days for pay purposes; (d) Medical benefits for myself and my family; (e) 401K Savings Plan; (f) Life and Disability Insurance; Overtime pay for hours worked in excess of forty (40) hours a week. Overtime pay will be paid on the next payday after the month in which it is worked (i.e., October overtime will be paid in November); and (h) Reimbursement for business mileage that I drive while working for clients that are ordinarily billable to clients at a reimbursement rate to be set by ICS; and (i) Reimbursement for business expenses that are incurred while working for clients and are ordinarily billable to clients. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. I agree to do whatever is necessary to ensure that each assignment I am given is investigated thoroughly and professionally. I understand that my performance will be compared to other investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in any way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. I understand that my employment is "at will" and may be terminated by ICS or me at any time. I understand that, if I disagree in any way with my supervisor's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. I understand that ICS company policy forbids me to carry firearms or other concealed weapons during the course of my employment due to restrictions in the corporate liability insurance policies. I understand and have read the corporate policy memorandum regarding part-time employment. I agre~ to comply with the terms of that policy. I understand that it is imperative that I hold a valid driver's license. I affirm that the information regarding my driver's history as presented in my employment application is true and valid as stated. I 2 10. 11. 12. 13. will report any loss or suspension of my driver's license to ICS immediately. I also affirm that I have not been convicted of a felony or any offense involving moral turpitude or any misdemeanor or offense of any nature. I understand that I must supply my own vehicle that is suitable for investigative and surveillance work. The vehicle must be approved by my regional manager. I will not perform maintenance of or repairs to my vehicle on ICS' time. I further understand that I must carry my own vehicle insurance and agree to provide ICS with a current certificate of insurance upon renewal, or at least annually. In addition, I will report any cancellation of my automobile policy to ICS immediately. I agree to sign a receipt for all company property issued to me by ICS and to utilize care in handling all ICS equipment. I understand that I may be l~able for repairs or replacement of said equipment if the damage or loss of said equipment is shown to be a result of negligent or intentional misconduct on my part. After termination of my employment for any reason, I agree to immediately return all !CS property to ICS. I will also turn over all documents, papers, files, records, manuals, or other written or graphic material relating to IC$ or any client of ICS. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rate for mileage allowed by the Internal Revenue Service and at art hourly rate set by ICS and advertised to all employees by a policy memorandum. This rate will be revised annually by ICS and will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid and accurate record of reasonable expenses incurred in the course of my employment with !CS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my "Bi-weekly Expense Voucher." I also understand that I will receive a cash advance which I must account for by utilizing my "Bi-weekly Expense Voucher." (a) I understand and agree that, during the term of my employment with ICS and within two (2) years after 3 (b) termination of employment with ICS, I will not divulge the names or addresses of any of the clients or customers of ICS to any party not employed by ICS, nor will I call on or market any current client of lOS on behalf of myself or any other employer, with the exception that the identity of clients or customers may be provided to future clients as references. I agree that, if I violate this provision and perform services for any client of ICS during said two (2) year period, either personally or on behalf of a new employer, I will pay Ice 100% of any fees paid by said client of ICS as liquidated damages for the breach of this provision. These fees shall be payable to ICS, without demand by ICS, within 10 days Of payment by said client of ICS. I-also agree that I will not, during the term of my employment and within said period of two (2) years, induce or attempt to induce employees of ICS to terminate their employment with ICS. (c) I further agree, during the term of my employment and for a period of two (2) years after termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be construed as a "trade secret". All such disclosures must be approved, in advance, by ICS' Chief Executive officer. (d) I agree that the provisions of this paragraph 13 are reasonable, i understand that if I breach or threaten to breach the provisions of this paragraph, ICS shall be entitled to seek any available remedy at law for damages or in equity, including without limitation a preliminary and permanent injunction preventing me from violating its provisions. If a court determines any portion of this paragraph to be unenforceable, this paragraph shall not be rendered void, but shall be deemed amended as a court may determine. 14. 15. I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. I agree to provide two (2) weeks written notice in the event that I desire to terminate my employment with ICS. I understand that I will be paid at the time'of termination of my employment, at the end of the calendar month following the date of termination, and that my final paycheck will include payment for unused annual leave in accordance with the current ICS policy. I understand that, prior to the issuance of my final 4 paycheck, my equipment will be inspected for damages and accounted for, and my expense voucher reviewed and settled. All damage to my equipment must be resolved, and all costs incurred by !CS will either be paid for or will be deducted from my final paycheck. 16. I understand that any violation of the "Terms of Employment" may result in administrative or disciplinary action being taken by ICS. 17. I understand and acknowledge that any use of the client lists, prospective client material, price lists, report formats and/or other confidential material considered as "trade secrets" after termination or my employment with ICS may result in legal action being taken against me by ICS. 18. Employee shall not divulge any information acquired by'. employees of ICS to anyone and further shall not make a false report to ICS. To divulge information is a violation of Section 14 of the Private Detective Act. 19. This agreement is to be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. The corporate headquarters of ICS are in Harrisburg, Pennsylvania. Any disputes or litigation concerning the terms of this document or the breach of any terms hereof shall be resolved by the courts in Dauphin County, Pennsylvania, and I consent to the venue and jurisdiction of said courts. I, the undersigned, acknowledge that I have read and understand the above "Terms of Employment." Revised 5/30/98 Employee's Name: POSITION: INVESTIGATIVE CONSULTANT SERVICES, INC. "Terms of Employment" for Persons Employed as Private Detectives/Investigators Effective October 1, 1995 This agreement supersedes all other employment agreements entered into by the employee. Ail persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. (ICS), a Pennsylvania corporation with its corporate office located at 4004 East Trindle Road, Camp Hill, Pennsylvania, as Private Detectives/Investigator during the course of his employment with tCS. In consideration for the salary agreed upon at the time of hiring each new employee, or for the salary currently being earned by current employees, and subsequent salary evaluations and increases and promotions, and in further consideration of the additional benefits provided in accordance with current ICS policy, each licensed Private Detective/Investigator and manager should read and acknowledge, with his signature, the following terms: 1. In addition to my salary, which is to be paid in equal monthly installments, payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc, the following additional benefits of my employment have bean explained in detail to me by my supervisor. (a) Vacation policy and personal days; (b) Sick leave policy; (c) (d) (e) Paid holidays. Vacation days, personal days, sick days and holidays will be credited as eight (8) hour days for pay purposes; Medical benefits for myself and my family; 401K Savings Plan; (f) Life and Disability Insurance Reimbursement for business mileage which is driven while working for clients, which is ordinarily billable to the client, at a reimbursement rate to be set by ICS. Reimbursement for business expenses that are incurred while working for the clients and are ordinarily billable to clients. 2. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. I agree to do whatever is necessary to ensure that each assi~/lment I am given is investigated thoroughly and professionally. 3. I understand that my performance will be compared to other managers/investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in any way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. 4. I understand that my employment is "at will" and may be terminated by ICS or me at any time. 5. I understand that if I disagree in any way with my supervisor's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. 6. I understand that ICS company policy forbids me to carry firearms or other concealed ~apons during the course of my employment due to restrictions in the corporate liability insurance policies. 7. I understand and have read the corporate policy memorandum regarding part-time employment. I agree to comply with the terms of that policy. 8. I understand that it is imperative that I hold a valid driver's license. I affirm that the information regarding my driver's history as presented in my employment application is true and valid as stated. I will report any loss or suspension of my driver's license to ICS immediately. I also affirm that I have not been convicted of a felony or any offense involving moral turpitude or any misdemeanor or offense of any nature. 9. I agree to sign a receipt for all company property issued to me by ICS and to utilize care in handling all ICS equipment. I understand that I may be liabte ;for repairs or replacement of said equipment is shown to be a result of negligent or intentional misconduct on my part. After termination of my employment for any reason, I agree to immediately return a].l ICS property to ICS. ~ will also turn over all documents, papers, files, records, manuals, or other written or graphic material relating to ICS or any client of ICS. 10. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rate for mileage allowed by the Internal Revenue Service ind at an hourly rate I was earning at the time of termination. This will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. 11. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid and accurate record of reasonable expenses incurred in the course of my employment with ICS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my "Bi-weekly Expense Voucher". 12. (a) I understand and agree that, during the term of my employment with ICS and within two {2) years after termination of employment with ICS, I will not~ divulge the names or addresses of any of the clients or customers of ICS to any party not employed by ICS, nor will I call on or market any current client of ICS on behalf of myself or any other employ=r, wi~h the exception of certain client or customer i~formation which may be provided to current clients or future clients as references. I agree that if I violate this provision and perform services for any client of ICS during said two (2) year period, either personally or on behalf of a new employer, I will pay ICS 100% of any fees paid by said client of ICS as liquidated damages for the breach of this provision. These fees shall be payable to ICS, without demand by ~CS, within 10 days of payment by said client of ICS. (b) I also agree that I will noT, during the term of my employment and within said period of two(2) years, induce or attempt to induce employees of ICS to terminate their employment with ICS. {c) I further agree during the term of my employment and for a period of two {2) years after termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be constzued as a "trade secret" Ail such disclosures must be approved, in advance, by ICS' Chief Executive Officer. (d} I agree that the provisions of This paragraph 12 are reasonable. I understand that tf I breach or threaten ~o breach the provisions of this paragraph, ICS shall be entitled to seek any available remedy at law for damages or in equity, including without limitation, a preliminary and permanent injunction preventing me from violating its provisions. If a court determines any portion of this paragraph to be unenforceable, this paragraph shall not be~ rendered void, but shall be deemed amended as a court may determine. 131 I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. 14. I agree to provide two (2) weeks' written notice in the event I desire to terminate my employment with ICS. I understand that I will be paid at the time of termination of my employment, at the end of the calendar month following the date of termination, and that my final paycheck will include payment for unused annual leave in accordance with the current ICS policy. I understand that, prior to the issuance of my final paycheck, my equipment will be inspected for damage and accounted for, and my expense voucher reviewed and settled. All damage to my equipment must be resolved, and all costs incurred by ICS will either be paid for or will be deducted from my final paycheck. 15. I understand that any violation of the "Terms of Employment., may result in administrative or disciplinary action being taken by ICS. 16. I understand and acknowledge that any use of the client lists, prospective client material, price lists, report formats and/or other confidential material considered as "trade secrets" after termination of my employment with ICS may result in legal action being taken against me by ICS. 17. Employee shall not divulge any information acquired by employees of ICS to anyone and further shall not make a false report to ICS. To divulge information is a violation of Section 14 of the Private Detective Act. 18. This agreement is to be governed and construed in accordance with the laws of the Commonwaalth of Pennsylvania. The corporate headquarters of ICS are in Camp Hill, Pennsylvania. Any disputes or litigation concerning the terms of this document or the breach of any terms hereof shall be resolved by the courts in Cumberland County, Pennsylvania, and ! consent to the venue and jurisdiction of said courts. I, the undersigned, acknowledge that I have read and understand the above "Terms of Employment..' Signature Date No.: 02- EXHIBIT-4 The attached are copies of hand written notes made by the PLAINTIFF from October 12, 2000 until February 20, 2001. The notes were made on the dates indicated and detail the DEFENDANT(s)' behavior. No.: 02- EXHIBIT-5 The attached is a copy of the DEFENDANT(s)' November 2000 schedule for the PLAINTIFF. The hand written post-it note by the DEFENDANT(s)' Manager of Investigation wrongfully states "Grogan Late Reports!". INVESTIGATOR, :f~ ~J-~ ~,t~O q 0,~-~ MONTH~~_~ 1 ~CE~D 9 n fl~ .,_ 17~ IVEv'!¢~ /0,27o0 2~ J 22 ~ i 28 29 31 No.: 02- EXHIBIT-6 The attached is a copy of the DEFENDANT(s)' policy on vacations. TO: FROM: DATE: RE: MEM~ ALL INVESTIGATIVE CWS December 22, 2000 VACATION USE I am pleased to share with you that the improved quality of much of our work is evident in increased reworks and assignments from a more varied group of clients. This has presented a dilemma over this holiday season, as we have not had the necessary manpower in some areas to fulfill the specific wishes of our clients. For this reason and as a practical business decision, I am instituting the following rules regarding vacations over holidays. Effective with the new year, no more than half of the investigators in a given area may be off at one time. This means that some of you may be forced to take days before a holiday or a period after the holiday. Holiday is defined as all holidays to include President's Day, Memorial Day, July 4th, Labor Day as well as the major ones. Priority will be given based on quality of your work and seniority. When you have special events to consider, tell Sherrie in advance to secure your place on the schedule. Vacation that is not used due to our scheduling problems may be carried over to the next year. Turning down work over a holiday means that subsequent reworks and perhaps new assignments go to the investigative company that was able to meet their initial request. This policy has been in effect in the office forever, where only half of the staff may take vacation at one time. No.: 02- EXHIBIT-7 The attached is a copy of the PLAINTIFF'S January 31, 2001 vacation request. o)3 No.: 02- EXHIBIT-8 The attached are four copies of threatening letters sent to the PLAINTIFF form the DEFENDANT(s)' attorney. REAGER & ADLER, PC ATTORNEYS AND COUNSELORS AT LAW 2331 MARKET STREET CAMP HILL, PENNSYLVANIA 17011-4642 717-763-1383 TELEFAX 717-730-7366 WEBSITE: ReagerAdlerPC.corn THEODORE A. ADLER+ DAVID W. REAGER CHARLES E. ZALESKI LINUS E. FENICLE DEBRA DENISON CANTOR Writer's E-Mail Address: taadler@epix net THOMAS O. WILLIAMS SUSAN H. CONFAIR JOANNE H, CLOOGH PETER L. LEONE + Certified Civil Trial Specialist March 21, 2001 Michael Grogan P.O. Box 15555 Harrisburg, PA 17105-5555 Re: Investigative Consultant Services, Inc. Our File No.: 00-871 Dear Mr. Grogan: We are legal counsel to Investigative Consultant Services, Inc. Recently you resigned as an employee oflCS. The purpose of this letter is to remind you of the post employment restrictions that are part of the employment agreement you signed when you went to work for ICS. Paragraph 13 of the agreement prevents you from contacting clients of ICS and soliciting their business for a period of two (2) years fi'om the date of your termination. If you violate this provision, legal action will be taken by ICS to enforce it. Additionally, you are not permitted to encourage any present ICS employees to terminate their employment and you are prohibited from disclosing any information about ICS's clients, its fee structures, management systems, marketing plans, client list or any other information that could be deemed a "trade secret". We trust that you will comply with all of the terms of the agreement. Thank you. TAAs'cmc cc: Investigative Consultant Services, Inc. REAGER & ADLER, PC ATTORNEYS AND COUNSELORS AT LAW 2331 MARKET STREET CAMP HILL, PENNSYLVANIA 170114642 7~7-763-1383 TELEFAX717-730-7366 WEBSITE:ReagerAdlerPC.com THEQDOREA, ADLER+ DAVID WREAGER CHARLES E. ZALESKI LINUS E. FENICLE OEBRA DENISON CANTOR Wdter's E-Mail Address: taadler@epixmet August 7, 2001 via Certified Mail/Return Receipt Requested & First Class Mail THOMAS O. WILLIAMS SUSAN H. CONFAIR JOANNE H. CLOUGH + Certified Civil Tdal Specialist Michael P. Grogan P.O. Box 15555 Harrisburg, PA 17105 Re: Habibam Bey Dear Mr. Grogan: We are counsel to Investigative Consultant Services, Inc. While you were employed by ICS, Elizabeth Greer, a claims representative for Inservco Insurance Services, Inc., retained ICS to locate Habibatu Bey. According to ICS's records you traveled to Silver Spring, Maryland on October 14, and 27, 2000, in an attempt to locate her. Additional follow-up was done by you on November 21, 2000, and January 5, 2001. Recently, Lawrence S. Rosenwald, Esquire, who represents Inservco, sought to contact you in order to sign an affidavit describing your efforts to locate Ms. Bey. His calls were not returned. On August 1, 2001, Mr. Rosenwald contacted ICS because he had been unable to contact you. He asked that we forward the enclosed letter and affidavit to you. Please sign the affidavit and return it to F/[~-. Rosenwa!d immediately. If it is not signed ~nd retrained to Mr. Rosenwald, ICS will assume that you did not perform the services for which you were paid and will have no choice but to take appropriate legal action. TAA/cmc cc: Carl Schleicher Investigative Consultant Services, Inc. Venal., TheOdore // Adler REAGER & ADLER, PC ATTORNEYS AND COUNSELORS AT LAW THEODORE A. ADLER + DAVID W. REAGER CHARLES E. ZALESKI LINUS E. FENICLE DEBRA DENISON CANTOR Wdter's E-Mail Address: ddenison@epix.net 2331 MARKET STREET CAMP HILL, PENNSYLVANIA 17011-4642 717-763-1383 TELEFAX 717-730-7366 WEBSITE: ReagerAdlerPC.com THOMAS O. WILLIAMS SUSAN H. CONFAIR JOANNE HARRISON CLOUGH +Certified Trial Specialist September 13, 2001 Michael P. Grogan PO Box 15555 Harrisburg, PA 17105 Dear Mr. Grogan: This firm represents Investigative Consultant Services, Inc. (ICS) in defense of your claim at the Pennsylvania Human Relations Commission. We have received copies of correspondence directed to our client's employees and have also been informed that you have been contacting our client's employees by telephone regarding your claim. This letter is to advise you that you are to contact this office, and this office alone, regarding any issues arising from this claim. You are strictly prohibited from directly contacting any employee of ICS, Inc. We view such contact as a deliberate attempt to interfere with the operations of ICS and such conduct will not be tolerated. Your attention is appreciated. V~i~y'~y yours,% Deb~a Deni os~6~n Cantor DDC/ak CC: Carl Schleicher Dolores Edrington, PHRC REAGER & ADLER, PC ATTORNEYS AND COU:',ISELORS AT LAW THEODORE A. ADLER + DAVID W. REAGER CHARLES E. ZALESKI LINUS E. FENICLE DEBRA DENISON CANTOR Writer's E-Mail Address: taadler@epix.net 2331 MARKET STREET CAMP HILL, PENNSYLVANIA 17011-4642 717-763-1383 TELEFAX 717- ;'30-7366 WEBSITE: Reager *kdlerPC.com December 3, 2001 THOMAS O. WILLIAMS SUSAN H. CONFAIR JOANNE HARRISON CLOUGH CHRISTINE SCHWAMBERGER Certified Civil Trial Specialist Michael P. Grogan ?.O. Box 15555 Harrisburg, PA 17105 Re: Our File No.: 00-871.001 Dear Mr. Grogan: As you know, we represent Investigative Consultant Services, your former employer. It has come to our attention that you have been placi~g harassing calls to employees of ICS during working hours. Not only are these calls an annoyance and disruption, but they contain statements that are clearly slanderous oflCS and its officers. If one more telephone call is placed to an ICS employee, ICS will have no choice but to take firm and strenuous legal action against you. Very t*ly?°ur .. THC;. Adl~er TAAJcmc cc: Carl Schleicher Investigative Consultant Services No.: 02- EXHIBIT-9 The attached is a copy of a letter from the Pennsylvania State Police confirming the PLAINTIFF'S employment and status. sP 3-346B (7-98) PENNSYLVANIA STATE POLICE DEPARTMENT HEADQUARTERS 1800 ELMERTON AVENUE HARRISBURG, PA 17110 March 25, 2002 Mr. Michael Grogan P.O. Box 15555 Harrisburg, Pennsylvania 17105 Dear Mr. Grogan: Classification Title: Salary: Effective Date: Location: Probation Period: Clerk 2 Biweekly $842.25 Annual $21,966.00 April 1,2002 Bureau of Training and Education 6 Months I am pleased to confirm your appointment to the Pennsy!,~ania State Police. Your c!'=csificafion, salary, effective date and the location of your position are shown above. Your permanent employment with this agency will be contingent upon approval of a Background Verification Report, which may not be completed prior to your effective date. Please report to the Bureau of Training and Education at 175 East Hershey Park Ddve, Hershey, Pennsylvania, on Monday, Apdl 1,2002, at 8:00 am. Dudng orientation, you will be required to present your birth certificate, a photo ID card, social security card, and a copy of your 2002 Occupational Privilege Tax receipt, if paid. The following information is also required: For eligible dependents to be listed on health coverage, please provide their names, addresses, dates of birth, and social security numbers. If you or your dependents are covered under additional health insurance, please bring that information with you. Your classification is in the A-1 bargaining unit for labor relations purposes. As such, you are covered by the previsions of the Master Agreement between the Commonwealth of Pennsylvania and the American Federation of State, County and Municipal Employees (AFSCME). Your probationary pedod begins with the effective date of your appointment and, if successfully completed, you will be granted permanent status. The Pennsylvania State Police is an equal opportunity employer. If you believe you may need a reasonable accommodation to perform the essential functions of the position you have been offered, please contact the Bureau of Human Resources and Management at (717) 783-5547 or by mail at the letterhead address to obtain an Americans with Disabilities Act Accommodation Request Form. The form is required for the processing of accommodation requests. If you need assistance in completing this form, please contact the Bureau of Human Resources and Management as noted above. Should you have any questions, please contact the Civilian Classification and Placement Section in this Bureau at (717) 787-6313. Sincerely, An Internationally Accredited Law Enforcement Agency No.: 02- EXHIBIT- 10 The attached is a coy of an injunction the DEFENDANT(s)' attorney filed in Cumberland County against a former employee in order to enforce the Terms of Employment Agreement. INVESTIGATIVE CONSULTANT SERVICES, INC., Plaintiff : [N THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : NO: 01- 6S'~O U V. ALBERT R. THOMAS, SHERI THOMAS : EQUITY andHAYES, STOUDT & ASSOCIATES, : INC., Defendants : You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 INVESTIGATIVE CONSULTANT SERVICES, 1NC., Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : NO: o~- ALBERT R. THOMAS, SHERI THOMAS : EQUITY and HAYES, STOUDT 8,: ASSOCIATES, : INC., : Defendants : COMPI,AINT IN EQUITY 1. The Plaintiff Investigative Consultant Services, Inc. (hereinafter "ICS") is a corporation incorporated and doing business under the laws of the Commonwealth of Pennsylvania with its principal place of business located at 4004 Trindle Road, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Defendant Albert R. Thomas is an adult individual with a present address of 118 East Second Street, Mt. Carmel, Pennsylvania 17851. 3. Defendant Sheri Thomas is an adult individual with a present address of 118 East Second Street, Mr. Carmel, Pennsylvania 17851. 4. Defendant Hayes, Stoudt & Associates, Inc. (hereinafter "Hayes Stoudt") is a corporation incorporated and doing business under the laws of the Commonwealth of Pennsylvania with its principal place of business located at 328 West Broad Street, Suite 200, Quakertown, Pennsylvania 18951. COUNT I Breach of Contract (Covenant Not to Compete) ICS v. Albert R. Thomas and Hayes, Stoudt & Associates, Inc. 5. On December 1, 1995, Plaintiff ICS and Defendant Albert R. Thomas entered into a valid written employment agreement under whose terms ICS hired Defendant Albert R. Thomas as an investigator (hereinafter "employment contract"). A true and correct copy of the aforesaid employment contract is attached hereto, made a part hereof and marked as Exhibit "A". 6. In accordance with the employment contract, Defendant Albert R. Thomas agreed, in consideration of his employment, training and salary, that he would be prohibited for two (2) years from the termination of his employment with ICS from doing any of the following: a. Divulging the names or addresses of any of the clients or customers of ICS to any party not employed by ICS; and b. Calling on or marketing any current client of ICS on bel~alf of himself or any other employer. 7. In addition, Defendant Albert R. Thomas agreed that if he violated the aforesaid contractual provision and performed services for any client of ICS during the said two (2) year period following his termination of employment with ICS either personally or on behalf of a new employer he would pay ICS 100% of any fees paid by said client oflCS. 8. On October 30, 2000, Defendant Albert R. Thomas voluntarily terminated his employment with ICS, subject to the terms and conditions of the employment contract attached hereto as Exhibit "A". 9. Defendant Albert R. Thomas has become associated with Defendant Hayes Stoudt, a direct competitor of ICS. 10. By way of a letter dated September 4, 2001, the attorneys for Plaintiff ICS advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt account for all fees received by it from the ICS clients identified above. In particular, ICS's attorneys advised Defendant Hayes Stoudt that Defendant Albert Thomas had violated his employment contract by contacting Travelers Investigative Services and Selective Insurance Company. A true and correct copy of the aforesaid letter is attached hereto as Exhibit "B". 11. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it has received from ICS's clients, and in fact has refused to even respond to the aforesaid letter. 12. Defendant Albert R. Thomas has been contacting and soliciting existing and former clients oflCS in an effort to have them shift work from ICS to his new employer, Defendant Hayes Stoudt, in violation of the express terms and conditions of the employment contract attached hereto as Exhibit "A". 13. The clients of ICS, which Defendant Albert R. Thomas has contacted and solicited on behalf of his new employer include, but are not limited to, Inservco Insurance Services, Inc. of Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville, Pennsylvania, Travelers Investigative Services, in Reading, Pennsylvania and Selective Insurance Company in Lehigh Valley, Pennsylvania. 14. The aforesaid actions of Defendant Albert R. Thomas constitute breaches of the employment contract and in particular the covenant not to compete contained in the employment contract. 15. The activities of Defendant Albert R. Thomas, as set forth above, and his continuance of these activities, have caused and will continue to cause irreparable harm to ICS's business and valuable goodwill in that: a. ICS has lost and will continue to lose a substantial and indefinite number of present and prospective customers; and b. ICS has suffered and will continue to suffer a substantial and severe loss of profits now and indefinitely into the future. 3 16. Defendant Hayes Stoudt is an indispensable party because it is believed and therefore averred that it has received and retained fees and profits which were obtained as a result of the actions, contacts and solicitations of Defendant Thomas that constitute violations Of the covenant not to compete contained in the employment agreement. 17. ICS has no adequate remedy at law to protect its business and property rights and restraint by injunction is necessary to afford adequate relief. WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this Honorable Court to decree and enter an order directing as follows: (1) That an injunction issue, preliminarily and for a period to continue until October 31, 2002, enjoining Defendant Albert R. Thomas from contacting any previous or current clients of ICS, and from divulging the names or addresses of any of ICS's customers or clients; (2) That Defendants Albert R. Thomas and Hayes Stoudt be required to account to ICS for all fees and profits derived from Defendant Albert R. Thomas' breach of the contract; and (3) That ICS be granted such other relief as the Court may deem just and appropriate. Breach of Contract (Covenant not to Compete) ICS v. Sheri Thomas and Hayes, Stoudt & Associates, Inc. 18. Plaintiffincorporates herein by reference the averments of paragraphs 1 through 17 above as if set forth fully. 19. On December 1, 1995, PlaintifflCS and Defendant Sheri Thomas entered into a valid written employment agreement under whose terms ICS hired Defendant Sheri Thomas as 4 an investigator (hereinafter "employment contract"). A tree and correct copy of the aforesaid employment contract is attached hereto, made a part hereof and marked as Exhibit "C". 20. In accordance with the employment contract, Defendant Sheri Thomas agreed, in consideration of her employment, training and salary, that he would be prohibited for two (2) years from the termination of his employment with ICS from doing any of the following: a. Divulging the names or addresses of any of the clients or customers oflCS to any party not employed by ICS; and b. Calling on or marketing any current client oflCS on behalf of himself or any other employer. 21. In addition, Defendant Shed Thomas agreed that if she violated the aforesaid contractual provision and performed services for any client of ICS during the said two (2) year period following her termination of employment with ICS either personally or on behalf of a new employer she would pay ICS 100% of any fees paid by said client of ICS. 22. On October 30, 2000, Defendant Sheri Thomas voluntarily terminated her employment with ICS, subject to the terms and conditions of the employment contract attached hereto as Exhibit "C". 23. Defendant Sheri Thomas has become associated with Defendant Hayes Stoudt, a direct competitor of ICS. 24. By way of a letter dated September 4, 2001, the attorneys for Plaintiff ICS advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt account for all fees received by it from the ICS clients identified above. A true and correct copy of the aforesaid letter is attached hereto as Exhibit "B". 25. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it has received from ICS's clients, and in fact has refused to even respond to the aforesaid letter. 26. Defendant Shed Thomas has been contacting and soliciting existing and former clients oflCS in an effort to have them shift works from ICS to her new employer, Defendant Hayes Stoudt, in violation of the express terms and conditions of the employment contract attached hereto as Exhibit "C". 27. The clients oflCS, which Defendant Sheri Thomas has contacted and solicited on behalf of her new employer include, but are not limited to, Inservco Insurance Services, Inc. of Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville, Pennsylvania, Travelers Investigative Services, in Reading, Pennsylvania and Selective Insurance Company in Lehigh Valley, Pennsylvania. 28. The aforesaid actions of Defendant Shed Thomas constitute breaches of the employment contract and in particular the covenant not to compete contained in the employment contract. 29. The activities of Defendant Shed Thomas, as set forth above, and her continuance of these activities, have caused and will continue to cause irreparable harm to ICS's business and valuable goodwill in that: a. ICS has lost and will continue to lose a substantial and indefinite number of present and prospective customers; and b. ICS has suffered and will continue to suffer a substantial and severe loss of profits now and indefinitely into the future. 30. Defendant Hayes Stoudt is an indispensable party because it is believed and therefore averred that it has received and retained fees and profits which were obtained as a result 6 of the actions, contacts and solicitations of Defendant Thomas that constitute violations of the covenant not to compete contained in the employment agreement. 31. ICS has no adequate remedy at law to protect its business and property rights and restraint by injunction is necessary to afford adequate relief. WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this Honorable Court to decree and enter an order directing as follows: (1) That an injunction issue, preliminarily and for a period to continue until October 31, 2002, enjoining Defendant Shed Thomas from contacting any previous or current clients of ICS, and from divulging the names or addresses of any of ICS's customers or clients; (2) That Defendants Shed Thomas and Hayes Stoudt be required to account to ICS for all fees and profits derived from Defendant Shed Thomas' breach of the contract; and (3) That ICS be granted such other relief as the Court may deem just and appropriate. COUNT III Misappropriation of Trade Secrets ICS v. Albert R. Thomas and Sheri Thomas 32. Plaintiff incorporates herein by reference the averments of paragraphs 1 through 31 above as if set forth fully. 33. ICS has, by the expenditure of considerable time, effort and money, developed the following valuable proprietary information about its business and its customers, all of which constitute trade secrets: a. The names of its customers; b. The identity of the individual or individuals within each customer's organization who makes actual purchasing decisions; c. Its customer's buying habits and preferences; and d. Pricing and pricing strategies. 34. Defendants Albert R. Thomas and Shed Thomas duties while employed with ICS were in large part related to the sale of ICS's services to existing and prospective customers and the maintenance of those customer accounts. 35. In their capacity as valued employees of ICS, Defendants Albert R. Thomas and Sheri Thomas had access to and did learn virtually all of the trade secrets and valuable proprietary information oflCS as referred to above. 36. Subsequent to terminating their employment with ICS, Defendants Albert R. Thomas and Shed Thomas have offered to perform virtually the same services to customers and potential customers oflCS on behalf of Defendant Hayes Stoudt in direct competition with ICS using the proprietary information and trade secrets of ICS. 37. It is believed and therefore averred that Defendants Albert R. Thomas and Sheri Thomas have prepared and/or made proposals to ICS's customers and potential customers on behalf of Defendant Hayes Stoudt using proprietary information and trade secrets learned while they were employees of ICS. 38. The trade secrets referred to in this action, which are in the possession of Defendants Albert R. Thomas and Shed Thomas, are being willfully and intentionally used by Defendants to lure ICS's existing and potential customers for their own benefit and to establish favorable relationships with ICS's customers and potential customers on behalf of Defendant Hayes Stoudt. 39. The conduct of Defendants Albert R. Thomas and Shed Thomas, if permitted to continue, will cause ICS to suffer immediate and irreparable harm, loss of business from existing customers, loss of potential business, and loss of goodwill in the marketplace. 40. The monetary value of the harm to ICS cannot be definitely ascertained, nor is there an adequate remedy at law to remedy the harm. WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this Honorable Court: (a) (b) (c) Date: November 20, 2001 To issue an Order enjoining Defendants Albert R. Thomas and Shed Thomas from communicating with or soliciting any person, firm or corporation which has been or is a customer or a potential customer oflCS until October 31, 2002; To issue an Order directing Defendants Albert R. Thomas, Sheri Thomas, and Hayes Stoudt to account to and pay over to ICS any fees and profits the Defendants have received from the sate to any person, firm or corporation which has been or is a customer of ICS; Grant ICS such other relief as this Court shall deem proper. Respectfully submitt,~d, Thedodore A. Adler, Esquire Attorney I.D. No. 16267 Thomas O. Williams, Esquire Attorney I.D. No. 67987 2331 Market Street Camp Hill, PA 170l 1-464 Telephone: (717) 763-1383 Attorneys for Plaintiff EXHIBIT A INVESTIGATIVE CONSULTANT SERVICES, INC. "Terms of Employment" for Persons Employed as Private Detectives/Investigators Effective October 1, 1995 This agreement supersedes all other employment agreements entered into by the employee Ail persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. ("ICS"), a Pennsylvania corporation with its corporate office located at 3109 North Front Street, Harrisburg, Pennsylvania, as Managers/Private Detectives/Investigators during the course of his employment with ICS. In consideration for the salary agreed upon at the time of hiring each new employee, or for the salary currently being earned by current employees, and subsequent salary evaluations and increases and promotions, and in further consideration for the additional benefits provided in accordance with current company policy, each licensed Private Detective/Investigator and Manager should read and acknowledge, with his signature, intending to be legally bound, the following terms: In addition to my salary, which is to be paid in equal monthly installments payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc., the following additional benefits of my employment have been explained in detail to me by my supervisor: (a) Vacation policy and personal days; (b) Sick leave policy; (c) Paid holidays. Vacation days, personal days, sick days and holidays will be credited as eight (8) hour days for pay purposes; (d) Medical benefits for myself and my family; (e) 401K Savings ~lan; (f) Life and DisabilJ<.~- Insurance; 2 o 3 o (g) Reimbursement for business mileage that I drive while working for clients that are ordinarily billable to clients at a reimbursement rate to be set by ICS; and (h) Reimbursement for business expenses that are incurred while working for clients and are ordinarily billable to clients. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. I agree to do whatever is necessary to ensure that each assignment I am given is investigated thoroughly and professionally. I understand that my performance will be compared to other managers/investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in any way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. I understand that my employment is "at will" and may be terminated by ICS or me at any time. I understand that, if I disagree in any way with my supervisor's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. I understand that ICS company policy forbids me to carry firearms or other concealed weapons during the course of my employment due to restrictions in the corporate liability insurance policies. I understand and have read the corporate policy memorandum regarding part-time employment. I agree to comply with the terms of that policy. I understand that it is imperative that I hold a valid driver's license. I affirm that the information regarding my driver's history as presented in my employment application is true and valid as stated. will repo, t any loss or suspension of my driver's license to ICS immediately. I also affi~ that I have not been convicted uff a felony or any offens~ involving moral turpitude or an3 misdemeanor or offense ~ ~ any 10. 11. 12. I agree to sign a receipt for all company property issued to me by ICS, and to utilize care in handling all company equipment, including company vehicles. I understand I may be liable for repairs or replacement of said equipment if the damage or loss of said equipment is shown to be a result of negligent or intentional misconduct on my part. After termination of my employment for any reason, I agree to immediately return all ICS property to ICS. I will also turn over all documents, papers, files, records, manuals, or other written or graphic material relating to IC$ or any client of ICS. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rate for mileage allowed by the Internal Revenue Service and at an hourly rate I was earning at the time of termination. This will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid and accurate record of reasonable expenses incurred in the course of my employment with ICS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my "Bi-weekly Expense Voucher.~, I also understand that I will receive a cash advance which I must account for by utilizing my "Bi-weekly Expense Voucher." (a) I understand and agree that, during the term of my employment with ICS and within two (2) years after termination of employment with ICS, I will not divulge the names or addresses of any of the clients or customers of ICS to any party not employed by ICS, nor will I call on or market any current client of ICS on behalf of myself or any other employer, with the exception that the identity of clients or customers may bc provided to future client~ as references. I agre~ that, if I violate this provision and perform services for any client of ICS during said two (2) year period, either personally or on beh.~]f of a new employer, I wi~] pay ICS 100% of any fe~s paid by said client of ICS as liquidated damages f~ the breach of this provisLon. These fees shall be payable to ICS, without dem:~nd by ICS, within 10 day~, of payment by said client ~f ICS. 13. 14o 15. 16. (b) I also agree that I will not, during the term of my employment and within said period of two (2) years, induce or attempt to induce employees of ICS to terminate their employment with ICS. (c) I further agree, during the term of my employment and for a period of two (2) years after termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be construed as a "trade secret". All such disclosures must be approved, in advance, by ICS' Chief Executive Officer. (d) I agree that the provisions of this paragraph 12 are reasonable. I understand that if I breach or threaten to breach the provisions of this paragraph, ICS shall be entitled to seek any available remedy at law for damages or in equity, including without limitation a preliminary and permanent injunction preventing me from violating its provisions. If a court determines any portion of this paragraph to be unenforceable, this paragraph shall not be rendered void, but shall be deemed amended as a court may determine. I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. I agree to provide two (2) weeks written notice in the event that I desire to terminate my employment with ICS. I understand that I will be paid at the time of termination of my employment, at the end of the calendar month following the date of termination, and that my final paycheck will include payment for unused annual leave in accordance with the current ICS policy. I understand that, prior to the issuance of my final paycheck, my equipment will be inspected for damages and accounted for, and my expense voucher reviewed and settled. All damage to my equipment must be resolved, and all costs incurred by ICS will either be paid for or will be deducted from my final paycheck. I understand that any violation of the "Terms Employment" may result in administrative or disciplinary action being taken by Ica. of I understand and acknowledge that any use of the client lists, prospective client material, price lists, report formats and/or other confidential materi~] considered as "trade secrets'~ after termination or my employment with ICS may result ~:~ legal action being ta:~n against me by ICS. 4 17. Employee shall not divulge any information acquired by employees of ICS to anyone and further shall not make a false report to ICS. To divulge information is a violation of Section 14 of the Private Detective Act. 18. This agreement is to be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. The corporate headquarters of ICS are in Harrisburg, Pennsylvania. Any disputes or litigation concerning the terms of this document or the breach of any terms hereof shall be resolved by the courts in Dauphin County, Pennsylvania, and I consent to the venue and jurisdiction of said courts. I, the undersigned, acknowledge that I have read and understand the above "Terms of Employment." Signature ~~~' Date t:I? /t i ~i ~~ ICSEMPL2,AGR DRG19 5 EXHIBIT B REAGER & ADLER, PC ATTORNEYS AND COUNSELORS AT LAW 2331 MARKET STREET , CAMP HILL, PENNSYLVANIA 17011-4642 717-763-1383 TELEFAX 717-730-7366 WEBSITE: ReagerAd[erPC.com THEODORE A. ADLER + DAVID W. REAGER CHARLES E. ZALESKI LINUS E. FENICLE DEBRA DENISON CANTOR THOMAS O. WILLIAMS SUSAN H. CONFAIR JOANNE H. CLOUGH Wdter's E-Mail Address: taadler@epix + Cedified Civil Tdal Specialist September 4, 200I Tom Hayes Jeff Stoudt Hayes, Stoudt & Associates, Inc. Professional Investigations 328 W. Broad Street, Suite 200 Quakertown, PA 18951 Re; Albert Thomas; Shed Thomas Our File No.: 00-871.000 Gentlemen: We represent Investigative Consultant Services, Inc. (ICS). Albert and Sheri Thomas were employees oflCS until October 3l, 2000. As part of their employment, the Thomases signed an employment agreement with ICS. The agreement contained a restrictive covenant that prevents the Thomases from calling on or marketing to any clients oflCS for a period of two (2) years following their termination of employment. Recently, it has come to ICS's attention that the Thomases have been employed by yo-ar company. Indeed, Albert Thomas is holding himself out as your company's Manager of Investigations. In that capacity he has solicited business from a number of companies which were clients of ICS's at the time the Thomases terminated their employment with ICS. These clients include, but are not limited to: (al (b) (c) (d) Inserveco Insurance Services, Inc., Lawrensville, NJ; Reading Anthracite Company, Pottsville, PA; Travelcrs Investigative Services, Reading, PA; and Selective insurance Company, Lehigh Valley, PA. ICS has confirmed that Al Thom~ts has been in contact with each of thcse companies and perhaps other ICS ?;ents. Tom Hayes Jeff Stoudt Hayes, Stoudt & Associates, Inc. September 4, 2001 Page 2 The employment agreement signed by the Thomases provides that ICS shall be paid, as liquidated damages, 100% of the fees received from any client oflCS with whom the Thomases may have dealt with in violation of the employment agreement. We are requesting that you provide us with the following information: (a) (b) Confirmation that Shed Thomas is employed by your company; and An accounting of all fees received by your company from the ICS clients identified above since November 1, 2000. We are also demanding that your company agree that the Thomases will not have any dealings with p~esent or former ICS clients until Nove~ber 1, 2002, and that your company will ensure compliance with this agreement. Since both of you previously worked for ICS, we assume that you have knowledge oflCS's client base. However, if you need a list of clients with whom the Thomases may have no contact, ICS will provide it to you. By copy of this letter, we are demanding that the Thomases have no dealings with any present or former ][CS clients until November 1, 2002 We can resolve the issue set forth in this letter the easy way or the hard way. It is your choice. If, we do not hear from you within ten (10) days of the date of this letter that you have agreed to all of the provisions contained herein, we will assume that you have chosen the hard way and we will commence litigation. We look forward to your response. TAA/cmc cc: Albert and Sheri Thomas Carl Schleicher Investigative Consultant Services, Inc. EXHIBIT C Employee's POSITION: Dated: INVESTIGATIVE CONSULTANT SERVICES, INC. "Terms of Employment" for Persons Employed as Private Detectives/Investigators Effective October 1, 1995 This agreement supersedes all other employment agreements entered into by the employee Ail persons now employed or who will be employed in the future by Investigative Consultant Services, Inc. ("ICS"), a Pennsylvania corporation with its corporate office located at 3109 North Front Street, Harrisburg, Pennsylvania, as Private Detectives/Investigators during the course of his employment with ICS. In consideration of the hourly wage agreed upon at the time of hiring each new employee, or for the hourly wage currently being earned by current employees, and subsequent hourly wage evaluations and increases and promotions, and in further consideration of the additional benefits provided in accordance with current ICS policy, each licensed Private Detective/Investigator should read and acknowledge, with his signature, intending to be legally bound, the following terms: I will receive an hourly wage which is to be paid in monthly installments, payable on the last day of each month, and subject to withholding of federal, state and local taxes, etc. I will record all hours worked on time sheets to be reviewed by my supervisor. I understand that I will be paid for a minimum of forty (40) hours a week. In addition to this hourly wage, the following additional benefits of my employment have been explained in detail to me by my supervisor: (a) Vacation policy and personal days; (b) Sick leave policy; (c) Paid holidays. Vacation days, personal days, sick days and holla~,~ will be credited as eight (8) hour days for pay purposes; (d) ~{a:{cal benefits for myself and my family; (e) 401K Savin~3 Plan; (f) Life and Disability Insurance; 4 o 7 o (g) Overtime pay for hours worked in excess of forty (40) hours a week. Overtime pay will be paid on the next payday after the month in which it is worked (i.e., October overtime will be paid in ~[ovember); and (h) Reimbursement for business mileage that I drive while working for clients that are ordinarily billable to clients at a reimbursement rate to be set by ICS; and (i) Reimbursement for business expenses that are incurred while working for clients and are ordinarily billable to clients. I understand that the nature of my job will require long hours and odd hours of work, depending on the specific requirement of the cases assigned to me for investigation. I understand this may require holiday and weekend work on occasion. I acknowledge that there are no minimum or maximum hours required on any given day or assignment. ! agree to do whatever is necessary to ensure that each assignment I am given is investigated thoroughly and professionally. I understand that my performance will be compared to other investigators by my supervisor and that sustained, superior performance will be rewarded through quality pay increases and bonuses at the discretion of my supervisor. I also understand that, if my performance is lacking in any way, it will be pointed out to me by my supervisor, and administrative action may be taken by my supervisor. I understand that my emplo~.ent is "at will" and may be terminated by ICS or me an any time. I understand that, if I disagree in any way with my supervi~or's decisions and assignments, I may appeal such decisions and/or assignments in writing to the President of ICS. I understand that ItS company policy forbids me to carry firearms or other concealed weapons during the course of my employment due to restrictions in the corpor~ze liability insurance policies. I understand and have read the corporate policy memorandum regardl~g part-time employment. I agree to comply with the ter~<~ of that policy. I u~ -stand that it is imperative that I hold a valim driver license. I affirm that the information regarding m~ driver's history as presented in my employment application is true and vall2 as stated. I 2 10. 11. 12. 13. will report any loss or suspension of my driver's license to ICS immediately. I also affirm that I have not been convicted of a felony or any offense involving moral turpitude or any misdemeanor or offense of any nature. I understand that I must supply my own vehicle that is suitable for investigative and surveillance work. The vehicle must be approved by my regional manager. will not perform maintenance of or repairs to my vehicle on ICS' time. I further understand that I must carry my own vehicle insurance and agree to provide ICS with a current certificate of insurance upon renewal, or at least annually. In addition, I will report any cancellation of my automobile policy to ICS immediately. I agree to sign a receipt for all company property issued to me by ICS and to utilize care in handling all ICS equipment. I understand that I may be liable for repairs or replacement of said equipment if the damage or loss of said equipment is shown to be a result of negligent or intentional misconduct on my part. After termination of my employment for any reason, I agree to immediately return all ICS property to ICS. I will also turn over all documents, papers, files, records, manuals, or other written or graphic material relating to ICS or any client of ICS. I understand and agree that if, after termination of my employment with ICS, I am required to testify at a hearing or other judicial proceeding regarding an investigation or other administrative matter which occurred during my employment with ICS, I will be reimbursed according to the current rate for mileage allowed by the Internal Revenue Service and at an hourly rate set by ICS and advertised to all employees by a policy memorandum. This rate will be revised annually by ICS and will be a fair and equitable amount for time and service. I understand that I may request that a subpoena be issued for my testimony. I agree to keep an accurate record of my time and mileage on a "Time and Mileage Record" in accordance with ICS policy and further agree to keep a valid ama accurate record of reasonable expenses incurred in the course of my employment with ICS supported by receipts, for which I will be reimbursed bi-weekly upon submission of my ~'Bi-weekly Expense Voucher." I also understand that I will receive a cash advan~ which I must account for by utilizing my "Bi-weekly Expens~ (a) I un~=rstand and agree that, during the term of my employmen~ '~ith ICS and within t%~. (2) years after 14. 15. termination of employment with ICS, ~ will not divulge the names or addresses of any of the clients or customers of !CS to any party not employed by ICS, nor will I call on or market any current client of ICS on behalf of myself or any other employer, with the exception that the identity of clients or customers may be provided to future clients as references. I agree that, if I violate this provision and perform serviCes for any client of ICS during said two (2) year period, either personally or on behalf of a new employer, I will pay ICS 100% of any fees paid by said client of tCS as liquidated damages for the breach of this provision. These fees shall be payable to ICS, without demand by ICS, within !0 days of payment by said client of ICS. (b) ! also agree that I will not, during the term of my employment and within said period of two (2) years, induce or attempt to induce employees of iCS to terminate their employment wish ICS. (c) i further agree, during the term of my employment and for a period of two (2) years afser termination of my employment with ICS, not to divulge any information which I learned while in the employ of ICS which could be construed as a "~rade secret". All such disclosures must be approved, in advance, by ICS' Chief Executive Officer. (d) I agree that the provisions of this paragraph 13 are reasonable. I understand that if I breach or threaten to breach the provisions of this paragraph, ICS shall be entitled to seek any available remedy at law for damages or in equity, including without limitation a preliminary and permanent injunction preventing me from violating its provisions. If a court determines any portion of this paragraph to be unenforceable, this paragraph shall not be rendered void, but shall be deemed amended as a cour5 may determine. I agree to conduct myself at all times while an employee of ICS in an ethical, moral and professional manner. I agree to provide two (2) weeks written notice in the event that I desire to terminate my emplc>ment with ICS. I understand that I will be paid at tk~ time of termination of my employment, at the end of the cale. !~r month following the date of termination, an~ that ~ final paycheck will i~ ~!ude payment for unused annual i%:~ 'e in accordance wiEh ~..e current ICS policy. I understand u~at, prior to the issuan.c~ of my final 4 paycheck, my equipment will be inspected for damages and accounted for, and my expense voucher reviewed an~ settled. Ail damage to my equipment must be resolved, and al! costs incurred by ICS will either be paid for or will be deducted from my final paycheck. 16. I understand that any violation of the "Terms of Employment" may result in administrative or disciplinary action being taken by ICS. 17. I understand and acknowledge that a~y use of the client lists, prospective client material, price lists, report formats and/or other confidential material considered as "trade secrets" after termination or my employment with ICS may result in legal action being taken against me by !CS. 18. Employee shall not divulge any information acquired by · employees of ICS to anyone and further shall not make a false report to iCS. To divulge information is a violation of Section 14 of the Private Detective Act. 19. This agreement is to be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. The corporate headquarters of ICS are in Harrisburg, Pennsylvania. Any disputes cr litigation concerning the terms of this document or %he breach of any terms hereof shall be resolved by the courts in Dauphin County, Pennsylvania, and I consent to the venue and jurisdiction of said courts. I, the undersigned, acknowledge that I have read and under stand the ako ye "Te rmsfhof ~mployr~ent." Sig.ature _~''~- / ~/~/~/'~'~V/-/ Date ~1 '/' [CSEMPL¥.AGR DRG19 I, Carl Schleicher, verify the averments of the foregoing Complaint in Equity are tree and correct to my personal knowledge, information and beliefi I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unswom falsification to authorities. Date: , '/-~/~2, -c~' ' By: Carl s~e'c~/er~ No.: 02- EXHIBIT- 11 The attached is a copy of a release from the Terms of Employment Agreement the DEFENDANT(s) provided to another former employee. Investigative Consultant Services,Inc. April 10, 2001 Tyson A. Woods 124 West Portland Street Apartment #43 Mechanicsburg, Pennsylvania 17055 Dear Tyson: This letter will serve to acknowledge your letter of resignation fi.om the position Of field investigator with Investigative Consultant Services, Inc. effective this day. Based on our conversation, I am releasing you fi.om the employment agreement which you signed with ICS. I understand that you may wish to pursue investigative work I will be happy to serve as a reference for you as you seek another position. I was pleased to have you on board and hope that you found your first field experience one that will aide you in future endeavors. Very truly yours, INVEST~IVE CONSULTANT SERVICES ?RESJ~ENT CWS/se 4004 East Trindle Road · Camp Hill, PA 17011-4242 · (717) 730-7377 · (800) 692-7404 LICENSED IN PA, NJ, DE and MD No.: 02- EXHIBIT- 12 The attached is a copy of the compensation table, which breaks down what is owed the PLAINTIFF. Further, there is also a copy of the DEFENDANT(s)' hand written formula converting the PLAINTIFF'S salary to an hourly rate and a copy of the PLAINTIFF'S final pay stub from the DEFENDANT(s) establishing an hourly rate of pay. No. 02- EXHIBIT- 12 COMPENSATION TABLE Projected I.C.S. income $17.00 per hour X 40 hours per week X 52 weeks -:- 12 months = $ 2,946.67 per month. $ 25.50 per hour X 6 hours per week X 52 weeks -:- 12 months = $ 663.00 per month. $ 2,946.67 + $ 663.00 X 12 months = $ 43, 316.04 per year X 2 years = $ 86,632.08 total. Taxable Income 2001 1. Investigative Consultant Services = $ 5,776.00 2. Unemployment Compensation = $ 8,500.00 3. Part-time employment = $1,848.00 Total = $16,124.00 2002 1. Pennsylvania State Police = $ 21,966.00 2. Part-time employment = $1,749.00 Total = $ 23,715.00 $16,124.00 + $ 23,715.00 = $ 39,839.00 Projected I.C.S. Income $ 86,632.08 Minus Taxable Income $ 39,839.00 Grand Total Compensation $ 46,793.08 1-1 VERIFICATION I, Michael P. Grogan, do hereby swear and affirm that all information contained in this Complaint is true and correct to the best of my knowledge and belief. Respectfully Submitted, Date: /$,-//- *~- Sworn and Subscribed to before o ...... O~ A A[ 2002 A.D. ~ "l~~es,~~U/ Michael P. Grogan Post Office Box 15555 Harrisburg, Pennsylvania 17105 (717) 979 - 6317 4 MICHAEL P. GROGAN, Plaintiff * IN THE COURT OF COMMON PLEAS * CUMBERLAND COUNTY, PENNSYLVANIA * * v. * No.: 02- ~95'8 Investigative Consultant Services, Inc.* Civil Action Carl W. Schleicher, President * Trial By Jury Of Twelve Demanded Defendant(s) * ************************************************ AFFIDAVIT OF SERVICE Proof of Service -, Zh-- 00v~Su. tJCtza~ ~d~t~'c~$ l~c. SERVED (DATE) SERVED ON (PRINT NAME) SERX,~O mY (PRINT NAME) PLACE MANNER OP SER~CE Declaration of Server I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is tree and correct. Executed on lO[tq]og ' D'~TE Swom and subscribed to before me NxMon. th ~ay )~_ Year U~' '~[~re af pSr~ ~0stefing oath CommisSion Expires INOTARIAL SF_.~L ] Debra L. 13oggln, Notary Public HIghaplre Borough, County of Dauphin My Commission Expires .*Or. 5, 20o5 Address of Server MICHAEL P. GROGAN, Plaintiff Vo INVESTIGATIVE CONSULTANT SERVICES, INC. CARL W. SCHLEICHER Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-4958 CWIL ACTION NOTICE TO PLEAD To' Michael P. Grogan 548 Walton Avenue Hummelstown, PA 17036 YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. Date: November 22, 2002 Respectful ly 93~b mitt,e,d, REAGE~VAD~"I(5 ey Attorney I.D. No. 16267 Thomas O. Williams, Esquire Attorney I.D. No. 67987 2331 Market Street Camp Hill,, PA 17011-464 Telephone: (717) 763-1383 Attorneys for Defendants MICHAEL P. GROGAN, Plaintiff Mo INVESTIGATWE CONSULTANT SERVICES, INC. CARL W. SCHLEICHER Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : : NO. 02-4958 ; : .. : CIVIL ACTION ANSWER OF DEFENDANTS. INVESTIGATIVE CONSULTANT SERVICES. INC. AND CARL W. SCHLEICHER, WITH NEW MATTER 1. Admitted. 2. Admitted. 3. Admitted in part; denied in part. It is admitted that Defendant, Investigative Consultant Services, Inc. (hereinafter "ICS") is a Pennsylvania corporation with offices at 4004 East Trindle Road, Camp Hill, Pennsylvania 17011. The remaining averments are denied as legal conclusions. 4. Admitted. 5. Admitted. 6. Admitted with clarification. It is admitted that Plaintiff was hired by Defendant ICS on September 15, 1986. To the extent that the averments of paragraph 6 imply or infer that Plaintiff was hired to work for Carl Schleichcr, said averments are denied. Exhibit 2, which is referenced in paragraph 6 of the Complaint, consists of a W-2 wage and tax statement for the years 1986 and 2001. It is unclear why said exhibit is referenced in connection with paragraph 6 of the Complaint. It is averred, however, that both wage and tax statements show that Plaintiff's employer was ICS. 7. Admitted in part; denied in part. It is admitted that Exhibit 3 to the Complaint contains five (5) different versions of an employment agreement, only two of which were signed by the Plaintiff. While it is admitted that the agreements provide that each employee is to supply his or her own vehicle for investigative and surveillance work, it is denied that either the Plaintiff or any other investigators employed by ICS were pressured to sign said employment agreement. 8. Denied. The employment agreements referenced in Exhibit 3 to the Complaint are written documents which speak for themselves. To the extent the characterizations of paragraph 8 are inconsistent with the express language of said agreements, said characterizations are denied. 9. Denied. It is denied that the Defendants created and fostered an intimidating work environment. The ICS work environment was consistent and is consistent with good management and business practices. It is denied that Defendants "angrily admonished" the Plaintiff for seeking a private legal opinion. 10. Denied. Defendants never sought to expand the meaning of the terms of the employment agreement. The Defendants have never sought to prevent an investigator who terminates his employment, with ICS from going to work with artother private investigating firm. Defendants have, however, sought to enforce those' provisions of the employment agreement which prevent former employees, for a period of months following an employee's termination or resignation, from (a) soliciting clients of ICS either on behalf of'the former employee or the former employee's new employer; (b) from inducing employees of ICS to terminate their employment with ICS; or (c) disclosing ICS trade secrets. 11. Denied. It is denied that the Defendants allowed the creation of a hostile work environment during the period October 16, 2000, to February 7, 2001, in order to get the Plaintiff 2 to resign. With respect to Exhibit 4 which is referenced in paragraph 11 of the Complaint, this exhibit appears to be journal entries made by the Plaintiff. Defendants cannot respond to each and every separate factual statement contained in these journals. However, to the extent that the comments made in the Plaintiff's journal imply or infer that Defendants intentionally or knowingly created and allowed "subordinates" to create a hostile work environment, said implications or inferences are denied. With respect to Exhibit 5 which is also referenced in paragraph 11 of the Complaint, Defendants have no idea what Exhibit 5 is or why it is attached to the Complaint. 12. Denied. It is denied that the Defendants terminated the Plaintiff for requesting, scheduling, and taking a vacation in accordance with company policy. 13. Denied. Defendants' lawyers did not engage in any pattern and practice of harassment. The letters attached to the Complaint as Exhibit 8 ,';peak for themselves. Nothing in any of the letters amounts to harassment. 14. Denied. After reasonable investigation, Defend~mts are without information sufficient to form a belief as to the truth of the averments of paragraph 14 of the complaint. Said averments are, therefore, denied and proof is demanded at trial. 15. Denied. After reasonable investigation, Defendants are without information sufficient to form a belief as to the troth of the averments of paragraph 15 of the complaint. Said averments are, therefore, denied and proof is demanded at trial. 16. Denied. It is the practice of Defendants to remind former employees of the restrictions contained in the employment agreement they signed when they were hired by ICS. If ICS determines that a former employee is not complying with restrictions contained in the agreement, then appropriate action is taken. 17. Denied. After carefully reviewing the averments of paragraph 17, Defendants are unable to understand what is being averred. To the extent that the averment claims that the behavior of Defendants was somehow unlawful or in breach of some agreement, said averments are denied as legal conclusions. To the extent that the Plaintiff'alleges that it suffered damages as a result of any actions that the Defendants may have taken, said averments are denied because the Defendants, after reasonable investigation, are without sufficient information to form a belief as to the truth of said averments. 18. Denied. The averments of paragraph 18, to the extent that they are a legal conclusion, are denied. To the extent that the averments of paragraph 18 imply or infer that Plaintiff suffered a loss of $46,793.08, Defendants, after reasonable investigation, are without information sufficient to form a belief as to the truth of this ave~xnent. Said averment is denied and proof is demanded at trial. 19. Denied. Assuming that the Plaintiff has stated a cause of action in the Complaint, Plaintiff is not entitled to punitive damages as a matter of law. NEW MATTER 20. Plaintiff was an at-will employee oflCS. 21. Plaintiff was never an employee of Carl W. Schleicher, who is the President and an employee of ICS. 22. Plaintiff does not allege that he was terminated because he was the member of a class protected by statute. 23. The Plaintiff does not allege a violation of any employment statute. 24. Plaintiff is not entitled to punitive damages as a matter of law. 25. Schleicher. 26. 27. 28. Plaintiff's Complaint fails to state a cause of action against either ICS or Carl W. Plaintiff's cause of action may be barred by the ,doctrine of estoppel. Plaintiff's cause of action may be barred by the applicable statute of limitations. This is the third legal action that the Plaintiff has initiated against Defendants ICS and Carl W. Schleicher arising out of Plaintiff's employment with ICS. The first action was a complaint filed with the Human Relations Commission, which action was terminated. A second action was filed by the Plaintiff in Cumberland County Court of Common Pleas seeking to have the Defendants reimburse the Plaintiff for the car payments he has made since he ended his employment with ICS. This third action has been filed for the sole purpose of harassment. It is frivolous and baseless. WHEREFORE, Defendants, Investigative Consultant Services, Inc. and Carl W. Schleicher, respectfully request this Court to dismiss the PlaintifFs Complaint and enter judgment in favor of the Defendants and to award to Defendants the costs they have incurred in defending this action along with an award of attorneys' fees pursuant to 42 P.S. 2503. Respectfully submitted, REAGER& · LE ,P . Date: November 22, 2002 jAt~i~ TheodoF . - ,Esquire Attorney I.D. No. 16267 Thomas O. Williams, Esquire Attorney I.D. No. 67987 2331 Market Street Camp Hill, PA 17011-464 Telephone: (717) 763-1383 Attorneys for Defendants VERIFICATION I, Carl Schleicher, verify the averments of the foregoing Answer with New Matter are tree and correct to my personal knowledge, information and belief. I understand that false state- ments herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unswom falsification to authorities. Date: By: CERTIFICATE OF SERVIC_E AND NOW, this 22naday of November, 2002, I hereby w:rify that I have caused a true and correct copy of the foregoing Answer with New Matter to be placed in the U.S. mail, first class, postage prepaid and addressed as follows: Michael P. Grogan 548 Walton Avenue Hummelstown, PA 17036 [EA. ADLER, ESQUIRE SHERIFF'S RETURN In the Court of Common Pleas Of the 41st Judicial District of Pennsylvania-Perry County Branch Lee Ann Kunkle Ys Jeremy M. Kline 5565 Creek Rd. (Spring Rd.) is correct address Shermansdale, Pa. 17090 NO. 2002-4958 Carl E. Nace, Sheriff; who being duly sworn according to law, says that he made a diligent search and inquiry for the within named Defendant(s) to wit Jeremy M. Kline, but was unable to locate him/her in his bailiwick. He therefore returns the to the within Complaint to the above named Defendant(s) Jeremy M. Kline of 5565 Creek Rd. (Spring Rd. is correct address) Shermansdale, Pa. 17090 NOT FOUND. Residents at residence said Mr. Kline moved out and he lives in Carlisle, PA. Sworn and subscribed to before me this~3j, r0 day of~~., 2002. BLOOM'I:IEI3 ~RO., EHm mu . / ~CQMMiS~iON ~RES FEB. 16, 2004 J So Answers, Sheriff of Perry County Michael P. Grogan, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO.: 02 - 4958 Investigative Consultant Services, Inc Carl W. Schleicher, President, Defendant(s) Civil Action Trial By Ju~ Of Twelve Demanded PLAINTIFF'S RESPONSE 1. Agreed. 2. Agreed. 3. Agree with the part admitted. The Defendant(s)' denial is false and the legal conclusion will be proved at trial. 4. Agreed. Agreed. Agree with the part admitted. The W-2 forms establish the PlainfiWs employment with the Defendant(s) prior to the existence of any employment agreements Agree with the part admitted but the Defendant(s)' denial of part is false. On point is Judge Hess' ruling in Cumberland County, Court of Corranon Pleas; No. 01-6560 Equity Term, Investigative Consultant Services, Inc. v. 3dbert R. Thomas et al. "It is clear that signing the employment agreement was not voluntary and that employees who refused to sign the agreement would be fired". The Defendant(s)' denial is false. The documents do speak for themselves and clearly affirm the remarks in paragraph 8 of the original complaint. 9. The Defendant(s)' denial is false and will be proved at trial. 1 of 3 10. The Defendant(s)' denial is false and will be proved at trial. 11. The Defendant(s)' denial is false. They have no interest irt responding to the entries in Exhibit 4 because they speak for themselves in detailing the Defendant(s) behavior towards the Plaintiff. Exhibit 5 is an example of the lengtl~s the Defendant(s) through their subordinates to undermine the Plaintiffby calling into question his work product. 12. The Defendant(s)' denial is false and are completely at odds with the findings of the Pennsylvania Department of Labor & Industry, Bureau of Unemployment Compensation, who ruled in favor of the Plaintiff on the fhets. 13. The Defendant(s)' denial is false and will be proved at trial. The letters in question must be view along with statements and the past pattern and practice of the Defendant(s). 14. The Defendant(s)' denial is false and will be proved at trial. 15. The Defendant(s) denial is false and will be proved at trial. 16. Agreed in part and denied in part. It is the Defendant(s) practice to remind former employees of the restrictions by threatening legal action to enforce a one way bad faith agreement. 17. The Defendant(s)' denial is false. The cause of action in this matter is tortious interference with employment opportunity. 18. The Defendant(s)' denial is false and proof will be shown at trial. 19. The Defendant(s)' denial is false. The Plaintiff is entitled to punitive damages because all actions taken by the Defendant(s) against the Plaintiff were done with a reckless disregard to his professional and personal reputation. ANSWER TO NEW MATTER 20. Agreed in part. Denied in part as to representations made by the Defendant(s) and their subordinates. 21. False and will be proved at trial. 22. False, the Plaintiffwas fired in retaliation for complaining about sex-based discrimination, which is not the cause of action in this matter. 2 of 3 23. False, the Defendant(s) took action in violation of verbal commitments. 24. False, Defendant(s) clearly and recklessly engaged in a campaigu to professionally and personally harm the Plaintiff, to enforce what they knew to be a bad faith employment agreement, and then shield them from all responsibility by threatening legal action. 25. False, tortious interference with employment opportunity. 26. False, it is the Defendant(s) who are making a comradictory argument that their employment agreement can restrict former employees post-employment but they are not responsible for the benefits therein or their actions 27. False, this action is taken well within any recognized statue of limitations. 28. False, it is the Defendant(s)' actions that have forced the Plaintiffto seek legal remedy for all of the damage done to him. The Defendant(s) are again attempting to avoid responsibility for their actions by trying to scare the Plaintiff offwith a motion to pay their legal fees. They prolong this matter by refusing to negotiate a conclusion to this matter and are therefore motion should be denied and the relief not granted. NEW MATTER 29. The Plaintiff's complaint was filed on October 11, 2002 and was served on the Defendant(s) October 14, 2002 but the Defendant(s) response was filed more than forty days late, some twenty days late and should be denied. Wherefore, the Plaintiff requests that a judgment be ,entered in against the Defendant(s) and all damages are awarded in the sum ors 71,793.00 to the Plaintiff. Respectfully submitted, Post Office Box 15555 Harrisburg, Pennsylvania 17105 (717) 979 - 6317 3 of 3 VERIFICATION I, Michael P. C, rogan, do hereby swear and / or affirm that all of the information In the foregoing filing is true and correct to the best of my knowledge and belief. DATE: 12 Sworn and Subscribed to before me · , ' I ............ gHEWBAK[R, N~My HUULIC I CadJsleBoro, CumberlandCo~ _ ] j 2002 ~o~a~y Michael P. C, rogan CERTIFICATE OF SERVICE AND NOW, this 194 day of November, 2002, I hereby swear and / or affiim that I have caused a true and correct copy of this filing to be placed in the United States mai!, First class, postage paid and addressed as follows: DATED: Thomas O. Williams, Esquire Reager & Adler, P.C. 2331 Market Street Camp Hill, Pennsylvania 17011 Michael P. Grogan MICHAEL P. GROGAN, Plaintiff INVESTIGATIVE CONSULTANT SERVICES, INC. CARL W. SCHLEICHER Defendants · IN THE COURT OF COMMON PLEAS · CUMBERLAND COUNTY, PENNSYLVANIA · NO. 02-4958 · CIVIL ACTION ORDER AND NOW, this __ day of _, 2003, following consideration of the Defendants' Motion for Summary Judgment and argument thereon, the Motion is granted and it is hereby Ordered and Decreed that summary judgment be entered in favor of Defendants, Carl W. Schleicher and Investigative Consultant Services, Inc., costs of this action to be paid by Plaintiff. By the Court, Jo ORIGINAL MICHAEL P. GROGAN, Plaintiff INVESTIGATIVE CONSULTANT SERVICES, INC. CARL W. SCHLEICHER Defendants · IN THE COURT OF COMMON PLEAS · CUMBERLAND COUNTY, PENNSYLVANIA · NO. 02-4958 · CIVIL ACTION DEFENDANTS' MOTION FOR SUMMARY JUDGMENT AND NOW, come Defendants, Investigative Consultant Services, Inc. and Carl W. Schleicher, by and through their attorneys, Reager & Adler, P.C., and file this Motion for Summary Judgment and in support thereof aver the following: 1. This action was commenced by the Plaintiff by the filing of a Complaint on or The Plaintiff's Complaint as served upon the Defendants contains 12 about October 11, 2002· exhibits. 2. In his Complaint the Plaintiff seeks compensation in the amount of $46,793.08 plus punitive damages. (Complaint at Paragraphs 18 and 19.) 3. The Plaintiff' s Complaint arises out of a written employment agreement between the Plaintiff and Investigative Consultant Services, Inc. ("ICS"), two versions of which are attached to the Complaint at Exhibit 3. 4. The Plaintiff's Complaint does not allege any violations of any statutes. 5. The Plaintiff alleges at Paragraph 12 of his Complaint that the Defendants "capriciously terminated" his employment for requesting, scheduling, and taking a vacation in accordance with company policy· 6. The pleadings in this case are now closed· 7. The Defendants took the deposition of the Plaintiff on November 6, 2002. A true and correct copy of the transcript of Plaintiff's deposition is being filed of record concurrently with this Motion. 8. The Plaintiff has admitted in his deposition that his employment with ICS was "at will" only. (Deposition at page 20) 9. Both of the executed written employment agreements attached to the Complaint state at Paragraph 4 "I understand that my employment is "at will" and may be terminated by ICS or me at any time." (See Employment Agreements attached to Complaint at Exhibit 3) 10. There are no allegations in the Complaint that allege that Carl W. Schleicher was a party to any employment agreement with the Plaintiff and none of the documents attached to the Complaint at Exhibit 3 are signed by Carl W. Schleicher in his individual capacity. 11. At page 24 of his deposition, Plaintiff admits that Carl W. Schleicher was not a party to the employment agreement and that his employer was ICS: Q. Why are you claiming that Carl Schleicher was your employer if your checks were issued by ICS and your employment agreement was with ICS? A. That's my lack of understanding of the legal process. To me Mr. Schleicher was the company. He was the only person you dealt with at the company. Q.But you have no reason to believe that ICS is not a bona fide corporation? A.Oh no, sir." 12. Assuming arguendo that the termination of Plaintiff's employment was "capricious" as alleged, the laws of Pennsylvania do not recognize a duty of good faith and fair dealing in an "at will" employment agreement and, as such, the Plaintiff's Complaint must be dismissed and summary judgment granted for both Defendants as a matter of law. See Donahue v. Federal Express Corp., 753 A.2d 238 (Pa. Super, 2000). 13. Because the Plaintiff bases his cause of action on a written employment agreement, the terms of which provide that Plaintiff is an "at will" employee, and because Plaintiff has admitted that his employment was "at will," the Pl~fintiff cannot prevail as a matter of law. 14. Based on the foregoing Defendants, Carl W. Schleicher and Investigative Consultant Services, Inc. are entitled to summary judgment as a matter of law. WHEREFORE, Defendants respectfully request this Honorable Court to grant Defendants' Motion for Summary Judgment and dismiss Plaintiff's Complaint with costs to Defendants. Date: December 26, 2002 Respectfully ~mitte ,d///~~ REAGER/~~ ~, -~.~& 3.I~LE , P. Theodore A. Adler, Esquire Attorney I.iD. No. 16267 Thomas O. Williams, Esquire Attorney I.iD. No. 67987 2331 Market Street Camp Hill, PA 17011-464 Telephone: (717) 763-1383 Attorneys for Defendants VERIFICATION I, Carl Schleicher, verify the averments of the foregoing Motion for Summary Judgment are tree and correct to my personal knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unswom falsification to authorities. By: Carl Schl~'/ CERTIFICATE OF SERVICE AND NOW, this 26th day of December, 2002, I hereby verify that I have caused a tree and correct copy of the foregoing Defendants' Motion for Summary Judgment to be placed in the U.S. mail, first class, postage prepaid and addressed as follows: Michael P. Grogan 548 Walton Avenue Hummelstown, PA 17036 THEOIJORE A. ADLER, ESQUIRE 2 3 4 6 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA MICHAEL P. GROGAN, : PLAINTIFF : : VS : NO. : CARL W. SCHLEICHER/I.C.S., : DEFENDANTS : 02-1575 MICHAEL P. GROGAN, PLAINTIFF : : VS : NO. : INVESTIGATIVE CONSULTANT : SERVICES, INC., CARL W. : sCHLEICHER, : DEFENDANTS : 02-4958--~" DEPOSITION OF: MICHAEL P. GROGAN TAKEN BY: DEFENDANTS BEFORE: DATE: PLACE: APPEARANCES: MICHAEL REAGER P. GROGAN FOR - PRO SE & ADLER, P.C. BY: ANTHONY J. BALSHY, REPORTER NOTARY PUBLIC NOVEMBER 6, 2002, 10:05 A.M. REAGER & ADLER, P.C. 2331 MARKET STREET CAMP HILL,, PENNSYLVANIA PLAINTIFF THEODORE A. ADLER, ESQUIRE FOR - DEFENDANTS GEIGER & 'LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 FOR DEFENDANT Michael P. Grogan TABLE OF CONTENTS WITNESS DIRECT 3 GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MICHAEL P. GROGAN, called as a witness, being sworn, testified as follows: DIRECT EXAMINATION BY MR. ADLER: Q Could you state your full name and present address? A Michael Paul Grogan, G-R-O-G-A-N. I live at 548 Walton Avenue, Hummelstown, Pennsylvania. Q Mr. Grogan, my name is Ted Adler. I just introduced myself to you. We represent Investigative Consultant Services and Carl Schleicher. We asked you or subpoenaed you here today to give a deposition regarding two lawsuits that you filed against Investigative Consultant Services and Carl Schleicher. If you don't understand a question that I ask you, don't try to guess what I am trying to ask you. Simply tell me you don't understand the question., and I will try to rephrase it. Okay? A Okay. Q If you don't know an answer to a question, I don't want you to guess or speculate. Simply tell me you don't know the answer and we will GEIGER & LORIA REPORTING SERVICE - '1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 move on. A Q Okay. If you need to take a break at anytime, tell me you want to take a break and we will certainly accommodate you if you need a glass of water or need to go to the rest room or anything like that. A Thank you. Q When you answer the question, you have to answer the question verbally yes or no. You can't shake your head one way or the other' because the court reporter can't pick up nods of the head. Do you understand that? A Yes, sir. Q Now, you're here without an attorney? A Yes, sir. Q And you have been representing yourself in connection with both these lawsuits, is that correct? A Q yourself? A Q A Yes, sir. And you prepared the complaint Yes, sir. Who do you work for now, Mr. Grogan? Pennsylvania State Police. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 .1 2 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Pennsylvania A Q them? A Q Investigative for? A Q A Q educational school? A Q A Q kind? A Q last day of abbreviation ICS Services. Okay? And prior to State Police, Investigative And how many going to work for the who did you work for? Consultant Services. years did you work for Fourteen years. And before you went Consultant Services, to work for who did you work Eagle Snacks, Incorporated. What did you do for Eagle Snacks? I was a delivery man. Tell me a little bit about your background. Where dJ.d you go to high Central Dauphin High School Any college, anything like No, sir. Any post-high school training of any graduate. that? No, sir. Now, it's my understanding that work for -- I am going to use the for Investigative Consultant your GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A That's fine. Q So your last day of work for ICS was February 7, 2001, is that correct? A Yes, sir. Q And it's also my understanding that you went to work for the State Police on March 25, 2002? My official start date is April 1, A 2002 . Q A Q Is that when you went on the payroll? Yes, sir. And your hourly rate of pay when you left ICS was $17 an hour? A Yes, sir. Q And your hourly rate of pay that you receive now at the State Police is $11.26 an hour? I've never broken it down hourly. What do you make on a -- are you paid A Q biweekly? A Q A Yes. I'm paid biweekly. How much are you paid biweekly? The gross amount I couldn't tell you. I know I make $21,900 a year. Q Now, will that increase after you have been there a year, after you have been there six months? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A I don't know the answer to that. Q Right now you are a probationary employee, is that correct? A I just finished my six-month probationary period. Q You received no increase? A No, sir. Q So whatever increases you would receive at the end of the year would be what are sort of like statewide, what all state employees receive? A I would assume so. Q What benefits did you receive when you were an employee of ICS? A I was provided a vehicle expense for use of a personal vehicle, Q How much was that? A At the time of my termination, it was 32 cents a mile. Q That would have been for not personal use, business use of your vehicle? A receive? A Q Correct. And what other benefits did you We had a 401K plan through work. How did that work? Was there an GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 employer match or did you just contribute money to it? A It was a payroll deduction and the company matched 50 percent of the first four percent. That's my recollection. Q Anything else? A We also had a life insurance and short term disability coverage. Q Anything else? A Nothing more I recalL1. Q What benefits do you receive you're working for the State Police? A I have a life insurance to one year salary. Q Do you A I have employer. Q for health A Q assume? A Q A coverage now that coverage equal have health insurance? that coverage through my wife's That's the way when you worked for ICS insurance coverage? Yes, sir. Do you have a state pension plan I Yes, sir. Anything else? I'm not all that familiar with their GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 benefit packages. Q That would be other than the health insurance which you are on your wife's policy would be the standard benefits package? I mean there is nothing different for you as far as you know than any other State Police employee? A No, sir. Q Between the time you left ICS on February 7, 2001, and the date on' which you went to work for the State Police, it's my understanding you collected unemployment compensation for a certain period of time? Yes, sir. When did your unemployment compensation A run out? A Q Roughly August of 2(]02. And during the period of time that you were collecting unemployment compensation, were you attempting to find another job? A Yes, sir. Q Where did you submit applications? A Well, let me correct myself. I did work part time from September 2002 until March of -- September of 2001 to March of 2002 at the Train Yard Gym and Fitness Center. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Were you receiving unemployment comp during that period of time? A No. This was after my period of unemployment. Q said your unemployment comp ran out in August of 2002. A So your unemployment -- I thought you Okay. mixed up on my dates. Yard Gym September of 2000 -- when did I start working there? I worked at the Train Yard Gym and Fitness Center, I started there September of last And I started -- I'm getting I started working at the Train year. Q A Q I'm mixed up on my dates. September of 20017 2001. My question is were you receiving unemployment compensation at the same time? A No, sir. Q When did you start receiving unemployment compensation? A I started getting unemployment compensation in March of 2001 and that ran out in August of 2001. Q 20017 A Yes. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q And then after August of 2001, you went to work as a personal trainer? Front desk clerk, attendant. At the Train Yard? Train Yard Gym and Fitness Center in A A Enola. Q A 2002. Q Police? A Q How long did you work there? From September of 2(]01 until March of Till you went to work for the State Yes, sir. How much were they paying you at the Train Yard Gym? A I think it was $6.00 an hour. Q How many hours a week did you work? A It was part time and it was as needed. It would vacilate greatly. Q Did they give you a W27 A Yes, sir. Q While you were receiving unemployment compensation, were you looking for a job? A I made inquiries. ~ Q Where did you make those inquiries? A With API Investigations in Marysville, GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Pennsylvania. Q A Did you submit an application there? I had contact with their people, nothing formal. And what was the result of those Q contacts? A that. Q A A I didn't receive a job or anything like Did they tell you why? No. Did you apply anywhere else? I made similar inquiries with Keystone Investigations. Q And what was the response from Keystone? A Q A They were not interested in hiring me. Did they tell you wlhy? The president of the company was not interested in antagonizing -- was not interested in exposing themselves to any sort of civil action from my previous employer which was their concern, ICS. Q And who from Keystone, who did you deal with at Keystone? A Her name is Corky Short. I believe it's E. Corky Short. She's the president. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q agencies? A with Maitland Q A employment. Q A Q private A Q investigator? A Q investigator A Q private time you left Police? A Q A Any other private investigating I had made similar types of inquiries Associates. And what happened with Maitland? I didn't receive an offer of Did they tell you why? No, sir. Did you look for any jobs investigating area? No. Are you still a licensed outside the private Yes, sir. And do you on a part-time No, sir. Did you work on a investigator during any work as a private basis now? part-time basis as period between the ICS and went to work for the State Yes, sir. Who did you work for? Small -- I did small referrals, a GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 domestic cases. Q A Q A Q A Q A There were only two or three. Were these attorney referrals? No, sir. Where did you get the referrals? Friends and family. And you were paid for this work? Yes, sir. What was the hourly rate? It was on a case-by-case basis depending on their ability to pay. Q Do you know how much you received in 2001 as a result of this part-time work? A Less than $500. Q Less than 500 in 20(]1. What about 2002, did you receive any? A I haven't done any work in 2002. Q When you worked for ICS, were you guaranteed any particular amount of overtime? A No, sir. Q Now, you filed income tax returns for the years 2000, 20017 A Yes, sir. Q And that would reflect the income that you received during those years? A Yes, sir. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q And if we asked you to provide copies of those so we could see how much income, would you have a problem doing that or would we have to go ahead and subpoena those? It would probably be best to subpoena A me for that. Q You understand why we would want to see them because part of your damages are based upon the difference you made while you were working for ICS versus what you are making for the State Police? A Yes, sir. Q When your employment with ICS was terminated, did you talk to any attorney about any restrictions that you might have on your employment, on your future employment? A I don't recall that being specific. Q Do you recall consulting -- I am not going to ask what your attorney told you. I am going to ask do you recall consulting with any attorney after you left ICS? A Yes, sir. Q Who did you consult with? A Attorney James Cowden. Q What did you understand -- did you believe you had any restrictions on your ability to GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 work in the field, in the private investigating field after you lift ICS? A I had concerns. Q What were those concerns? A I had concerns that my former employer would make it difficult with a new employer relative to future employment in the field.. Q And why did you believe that that would happen or might happen? A I was aware of some previous incidents involving the company and former employees. Q Now, attached to the complaint that you filed, the most recent complaint which is the complaint that was filed in October, okay, you attached to it a letter that you received from me. A Yes, sir. Q And the letter lays out what is ICS's interpretation of the restrictions that were placed on your employment as a result of your signing an employment agreement, right? A Yes, sir. Q Was it your understanding that you could nOt go to work for a private investigating firm at all? A Based upon my previous experience, I GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 thought it was going to be difficult, yes, sir. Q Do you claim that there was anything in the letter that I sent you that told you you could not go to work for a private investigating firm? A In your letter? Q Yes. A No, sir. Q But despite that you felt that it would still be difficult for you to get a job in the private investigating field? A Yes, sir. Q Why do you believe --- were you terminated by ICS? A Yes, sir. Q Why do you believe you were terminated? A I was told by Mr. Schleicher the day he terminated me that I had publicly embarrassed him with his employees. Q Any other reason given? A No. Q Do you believe you were fired without cause or justification? A Yes, sir. Q Did Mr. Schleicher give you any details as to how you had embarrassed him in front of other GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 employees? A He referenced the fact that I had scheduled and taken a vacation. Q You had taken a vacation and because you took a vacation that that had embarrassed him in front of other employees? A Yes, sir. Q Could you elaborate on that a little bit and tell me how, at least what you understand he was telling you? A It didn't make a lot of sense to me at the time. He just -- the day I was terminated he called me into his office, said he was very disappointed with me, told me I had embarrassed him in front of his employees and that he was terminating my employment. Q Did he initially tell you you were going to be suspended? A Yes, sir. Q He never did suspend you though? A No, sir. Q Why did he initially tell you you were going to be suspended and then end up terminating you? A It was -- he referenced the fact that I GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 had embarrassed him in some way. Q In the materials that you have attached to your complaint, you have like a journal? A Yes, sir. Q And in the journal there is a reference to Mr. Schleicher telling you that you were going to be suspended and asking you to change your attitude and you indicated that you weren't going to change your attitude and that if he was going to fire you, he should just go ahead and fire you. Do you recall making that entry in the log? A Yes, sir. Q Is that the way things happened? A Not verbatim, but it's close. Q Was it your understanding when you were hired by ICS that you could only ]De fired for cause? A Yes, sir. Q And who told you that you could only be fired for cause? A At the original date of my employment, I believe it was Tom Maitland who at the time was manager of investigations. He is the gentleman who interviewed and hired me. Q There is nothing in your employment agreement as I read it that indicates that you could GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 only be fired for cause. Do you believe there is something in the employment agreement that says you could only be fired for cause? A I believe the agreement speaks to at will employment only. Q What's your understanding of what at will employment means? A I don't know that I have a clear handle on that. Q But it was your belief that you could only be fired for cause? A I may be confusing my definitions and I don't mean to be splitting hairs. Q I understand. I am just trying to get an idea of what you filed a lawsuit saying essentially the way I read it that you were unjustly terminated. Is that a fair statement? A, Yes. Q And when I read that that tells me that you think that ICS needed to have cause in order to terminate you. Is that a fair statement? A Yes. Q And I am just trying to find out what you base that understanding on. Now, you have indicated you base part of the understanding on what GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Mr. Maitland told you when he hired you, but you also acknowledge in the employment agreement that you signed it talks in terms of being an at will employee, right? A Yes, sir. Q Now, after you were terminated, you did file a complaint with the Pennsylvania Human Relations Commission, is that right? A Yes, sir. Q What were the principal allegations in that complaint? A That Mr. Schleicher had retaliated against me for complaining about -- for my complaint of a discriminatory action. Q And what was the nature of that discriminatory action? A He promoted somebody over me. Q How was that -- normally Human Relations Commission only involves discrimination based upon race, religion, sex, national origin. How did that come into play with respect to your complaining about someone being promoted? A He promoted a woman to the position of manager of investigations over me and he justified the decision with me by saying he needed a woman in GEIGER & LORIA REPORTING SERVICE-1-800~22~577 22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that position for face value alone. Q So it was kind of a reverse discrimination kind of issue? A Yes, sir. Q And you complained about that? A Yes, sir. Q And you believe that the reason that you were at least in your Human Relations Commission complaint, you believe the reason you were terminated was because you complained about that? A Yes, sir. Q Now, the Human Relations Commission ended up dismissing the complaint you filed, correct? A No. Q What happened with that? A This is only my understanding of it. The complaint which was cross filed with the Equal Employment Opportunity Commission and after so many days -- I forget what the rule is -- I informed the Human Relations Commission that I was going to seek relief in federal court and they said that will terminate their investigation. Q So the investigation was terminated as far as you understand it? A That's what I was told.. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Now, in the lawsuit that you filed last month against ICS and Carl Schleicher, you don't claim any violation of the Human Relations Act in the complaint? A No, sir. Q Now, have you taken any action or do you intend to take any action filing a lawsuit in federal court with respect to the complaint you filed before the Human Relations Commission? A Yes, sir. Q Have you spoken to an attorney about that or do you intend to represent yourself in that federal lawsuit? A I will probably represent myself. Q Now, there are two lawsuits in Cumberland County Court against ICS and Carl Schleicher. One involves a claim for auto expenses, is that correct? A Yes. Q That's the first lawsuit you filed in Cumberland County? A Yes, sir. Q Now, when you were employed by ICS, you received a pay check every week, right? A Monthly. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Monthly, okay. And the pay check indicated that you were being paid by whom? A Investigative Consultant Services. Q And when you signed your employment agreement, the employment agreement signed was with a company, right? A Correct. Q And the company was? A ICS. Q Now, in the complaint that you filed at Docket No. 02-1575 which is the auto expense complaint, you sued Carl Schleicher? A Yes, sir. Q And in that you claim that Carl Schleicher was your employer? A Yes, sir. Q Why are you claiming that Carl Schleicher was your employer if your checks were issued by ICS and your employment agreement was with ICS? A That's my lack of understanding of the legal process. To me Mr. Schleicher was the company. He was the only person you dealt with at the company. Q But you have no reason to believe that ICS is not a bona fide corporation? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2~ 22 23 24 25 A Oh, no, sir. Q Now, what's the basis for your auto expense lawsuit? I just want to understand that. A The employment agreement with Investigative Consultant Services required that I provide a certain kind and type of vehicle that the company would exercise discretion over as to whether they thought it was suitable for the work that they were hiring me to do. The employment agreement lists vehicle reimbursement as a paid benefit of the company. I incurred a debt because of the allegation of the employment agreement, and I feel the company is ~eholden to me for the period of time that they were obligating me under the agreement~. Q So you borrowed money to buy a car? A Yes, sir. Q So you felt that they should be paying you the debt service for that car? A Nothing more than what I felt they owed me under the agreement. Q How much was that? Tell me what you thought they owed you under the agreement. A I thought they owed me for the term of the agreement at a sum of $600 a month. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q A with. Q certain point? A Q How did you come up with that figure? It's a figure Mr. Schleicher came up Was he paying you $600 a month at a Some months, yes. Some months, no. And do you know how Mr. Schleicher came up with the $600 figure? No, sir. When did they stop paying you $600 a A month? A I received vehicle expenses up to the point that I was terminated. Q But that was at mileage; that was mileage rates, correct? A Correct. Q But your lawsuit is claiming that you rode more than simply mileage, am I correct? A It's a formula based on that mileage, yes, sir. Q I just want to, if you can, and I will show you your complaint if that helps. A I have a copy. That's all right. Q I am just trying to figure out how you came up with the money that you claim to be owed. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A Okay. Q Now, you originally filed this complaint with the district justice, right? A Yes, sir. Q In the complaint you filed with the district justice, you stated that your vehicle had to be approved by the company and that Mr. Schleicher represented that the company would pay $600 towards this expense as a part of your benefit package? A Yes, sir. Q Now, you have attached in support of that a letter to a mortgage company dated in 19977 A Yes, sir. Q From Craig McConnell, the manager of investigations, which says that you're paid $600 per month in biweekly expense checks for the use of your personal vehicle? A Yes, sir. Q And then there is -- I guess there was a check -- you didn't attach this, but there was a copy of an expense check attached to the letter? A Yes, sir. Q Is that right? That doesn't seem to be attached to this. You also have attached what are called Terms of Employment for Persons Employed by GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 28 1 2 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ICS? A Yes, sir. Q And it talks about the benefits that you would be receiving. Could you take a look at that and just tell me where it says that you're going to be getting the $600 a month for automobile expenses? A nine. Q A Q record. It's not by specific amount, but item Paragraph nine? Yes, sir. And I just want to read that into the This says that you understand and agree that if after termination of your employment with ICS you are required to testify at a hearing or other judicial proceeding -- A Maybe I referenced the wrong one for you. Q Paragraph 10 talks about accurate record of your mileage, time and mileage record? A I have a different agreement that I attached with that complaint than you have. Q Could I see a copy of the agreement that you are referencing? A Section I. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q You're talking -- I see what you're referring to. Are you referring to the terms -- just for the record, I want to get this clear. You're referring to the terms of employment of persons employed effective March 1, 19917 A Yes, sir. Q The other document that I had shown you was dated 1990. A Okay. Q And I believe you testified that when you were hired, you were told that you would be paid the $600 a month? A No. When I first went to work for ICS in 1986, we were issued company vehicles. The company policy changed in late 19!)0 or early 1991 which necessitated the purchase of a personal vehicle for company use. Q And they said that they would reimburse you based upon not on mileage, based upon a flat amount, $600 a month? A No. The program was put to us that we would be paid mileage and that Mr. Schleicher had reviewed records and represented that sum as $600 a month on the average. Q But it was based upon the mileage GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 actually incurred? A Yes, sir. Q And was there a particular rate? A I believe at the beginning of the program, it was 30 cents a mile and at the end of the program when I left it was 32 cents a mile. Q Are you claiming in this lawsuit that you weren't reimbursed the mileage? A No, sir. Q So you were paid for the mileage? A Yes, sir. Q What are you claiming you weren't paid for just so I understand it? A I am claiming that for the period that I am being restricted by the employment agreement since I incurred a debt because of the company policy and agreement the company should be liable for that period of -- Q So what you're claiming is after you were terminated, you still had this vehicle? A vehicle? A Q Yes, sir. And you were still paying on the Yes, sir. But you weren't receiving travel and GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 mileage expense from ICS since yOWL were no longer employed by them? A Correct . And so what you're seeking to be paid is what you had to continue to pay on the vehicle after you were terminated? A Yes, sir. Q And how much were you paying per month for that vehicle? A loan? A Q A Q A Q A Q A Q 20017 A Q $350. And was that a lease or was that a It's a loan. And do you own the vehicle now? I'm still paying on it. What kind of a vehicle is it? 1996 Ford Bronco. And did you buy it new? No, used. When did you buy it? January of 2001. And you were terminated in February of Yes, sir. What kind of a vehicle did you have GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 before January of 20017 A I had a 1996 Chevy Tahoe. Q Did ICS or Mr. Schleicher ask you to sell the Chevy Tahoe and buy the Ford Bronco? A No, sir. Q Did you own the 1996 Chevy Tahoe? A No. It was a leased vehicle. Q And did that vehicle come off lease in January of 20017 A Yes, sir. Q Just so I understand it, the compensation that you're seeking to be paid for your vehicle is connected with your termination of employment? A In my mind it's -- no to your question. In my mind it's connected to the agreement I signed as part of my employment. Q But once you were terminated, you're claiming the costs of the vehicle after you were terminated? A Yes, sir. Q You're not claiming that you weren't paid while you were an employee? A No, sir. Q Now, in the second lawsuit you filed, GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 the one that has a Docket No. 02-4958, you state that ICS and Carl Schleicher created and fostered an intimidating work environment by terminating one employee for not signing the terms of employment and angrily admonishing you for seeking a private legal opinion concerning the terms of your employment agreement. A Q Yes, sir. And I believe the employee who you claim was terminated was a gentleman by the name of? A Robert Kourza. Q How do you spell that~ A K-O-U-R-Z-A. Q And when was he terminated? A Roughly December of 1990 to the best of my recollection. Q And you continued to work for ICS for another 11 years after that? A Yes, sir. Q Now, you also said that you were admonished for seeking a private legal opinion concerning the terms of your employment agreement? A Yes, sir. When were you admonished? Roughly that same time period, December GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 of 1990. Q Did you ever receive any kind of advice from an attorney with respect to the effect of this employment agreement? A Me, no, sir. Q You also state in your complaint that ICS and Carl Schleicher created and allowed subordinates to create a hostile work environment from October 16, 2000, until February 7, 2001, for you in order to force you to resign? A Yes, sir. Q Did you resign? A No, sir. Q Could you tell me what kind of things occurred between October 16, 2000, and February 7, 2001, that you believe were designed to force you to resign? A I would have to reference the notes I included. Q That's fine. Reference whatever you need. A In that original complaint -- would you like. to do this day by day? Q Well, whatever 'is best for you. I am just trying to get an idea of the specific things GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that occurred that you believe created a hostile work environment during the period October 16, 2000, until February 7, 2001. If you feel that you want to read that, that's fine. If you think you can explain it without reading it, that's fine also. Whatever you think you need to do to answer the question. A Well, to read it would be lengthy. Q Could you then just describe things that happened to you that you claim created this hostile work environment? A There were a number of or a couple of occasions -- let me correct myself -- where Mr. Schleicher called me into his office and angrily and abusively admonished me in front of other people. He also did this in private. Q What kinds of things did he say to you? A Verbatim or in general? Q Well, either way. Whatever you think is appropriate to answer the question. A There were a couple of occasions where he told me that I would have to conform with his new ideas of the company, that the previous manager, Albert Thomas, was no longer there and that because of my association with him, I would have to regain his trust or prove myself to him generally speaking. GEIGER & LORIA REPORTING SERVICE - 1-800-222..4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 He also threatened to fire me several times saying I didn't do certain things or if I didn't follow certain guidelines or if I didn't change certain attitudes, he was going to terminate me for those things. Q What kinds of things did he say to you in front of other employees? Those kinds of things or were there other things? A Those kinds of things. Q Any anything else where there were other employees present? A In front of other people, no, not that I recall. Q What other employees? Are you saying was there were no other employees admonishing you? A No. There were, yes, sir. Q Who were those employees? A Sherry Zerance, manager of present when he investigations. Q Anybody else? A Not that I recall. Q You also said he admonished private without anybody else there? A Yes, sir. you if in GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Was it the same kinds just described? A Yes, sir. Q And this went on from February of 20017 A Yes, sir. of things you October until Q In your complaint, you state that ICS and Schleicher allowed subordinates to create a hostile work environment and I take that means subordinates, I assume you mean other employees.of ICS? A Yes, sir. Q Which employees created a hostile work environment? A The manager of investigations, Sherry Zerance. Q Tell me how she created a hostile environment. A Ms. Zerance appeared to me to go out her way to be confrontational in her approach with me. She misrepresented certain facts. Q What kinds of facts? A Administrative things with reports, the circumstances of things of that nature. like being late case changes and of GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 ~ 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Anything else? A In retrospect, I'd slay she also at the initial part of her tenure, use of the scheduling of cases in a punitive way. Q How would you use -- how would you schedule cases in a punitive way or how did she? A The Investigative Consultant Services has investigators throughout the state. They are set up regionally to handle regional cases. Being sent on early morning surveillances into far east New Jersey, things of that nature and being told that I should never complain about it. Q This occurred during the period October 2000 to February 20017 A Yes, sir. Q Did you complain about it? A No, sir. Q Why do you think she was doing this? A It's my belief that she was aware that I had a discussion with Mr. Schleicher relative to her being promoted over me. Q So she was angry you believe because you complained about her being promoted over you? A That would be an assumption on my part. It would either -- in my mind, it would either be GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 39 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that factor or she was directed to do so. Q Do you have any eviqence other than what you think that she was taking these actions because you complained to Carl Schleicher that she was promoted ahead of you? A Other than office gossip, no. you to had Q A my Q When you say office gossip, who would have heard that office gossip from? A Other employees. Q Names? A Jim Bruno, Jack Lazur. Anybody else? I think Mike Zeigler maybe. Subsequent employment, I was told by other people that she verbalized threats against me. Q Who told you that? A Another ICS employee Kuzminski , Q A Anderson. Q indicated A Q by the name of Pam K-U-Z-M-I-N-S-K-I. Anyone else? Current ICS investigator Richard They told you that she had verbally hostility towards you? Yes, sir. Did any of them tell you that she was GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 ~ 13 14 15 16 17 18 19 20 21 22 23 24 25 A friends. Q making assignments sending you on early morning surveillances, et cetera, et cetera, like you have described to punish you? A Their comments to me were more general. Not verbatim, but roughly I'll get him, things like that. Q Now, as far as Carl Schleicher, the way I understand it is that he told you that there was going to be a change and that, you know, Thomas was no longer the manager and that you were going to have to accommodate yourself to the change. Is that a fair statement? A In less than polite terms, yes. Q Maybe a little harslher than what I said, but was that essentially the substance of it? A Some of the conversations, yes, sir. Q What was your relationship like with the -- what was his name? A1 Thomas. Before he left? We got along very well. We were Do you know why A1 Thomas was terminated or was he terminated? A My understanding is he resigned. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 41 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q A been told. Q A Do you know why he resigned? Specifically, no. I know what I have What have you been told? I have been told he resigned for some health considerations. He was under an enormous amount of stress in his mind. Q Did Sherry Zerance work for ICS at the time A1 Thomas was a manager? A Yes, sir. Q What was her job? A She was an investigator assigned to do Department of Corrections background investigation work and work specifically related[ to All State vehicle claims. Q Besides Sherry Zerance were there any other female private investigators working at ICS when A1 Thomas was the manager? A Yes, sir. Q How many? A There was one in Wilkes-Barre, Pam Kuzminski, one in Pittsburgh, Jan Chico, and Mr. Thomas' wife, Sherry, was working for the firm. Q Why did you think you should get the job as manager rather than Sherry Zerance? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 42 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A I had the most experience in the company. I had the most diverse knowledge of anybody in the company relative to doing the work and dealing with clients and understanding the internal administrative functions within the company, the interpersonal dynamics of the company, and I believe she had only been with the company for four months at the time in a limited field of experience. Q The journal that's attached to the complaint are copies of journal notes? Yes, sir. You have the original? Yes, sir. When did you start making this journal? At the time of the administration A A change at ICS. Q A Q this journal? A Which would have been? October 12 I believe. And what motivated you to start making A fairly terse telephone conversation with Mr. Schleicher. Q This was after -- tell me the substance of the telephone conversation. A Mr. Schleicher had replaced Mr. Thomas GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 ~ 13 14 15 16 17 18 19 20 21 22 23 24 25 with Ms. Zerance and he called me at home to express some displeasure about conversations I had with other people in the company concerning the changes. And that's when you started making the Q journal? A Q Yes, sir. And it's your testimony that that journal was -- that those entries were written on the day indicated? A Q A Q Yes, sir. It's not a compilation after the fact? No, sir. In your complaint, you state that a letter from me constituted threats of civil action to enforce the expanded view of the post-employment restrictions in the terms of employment contained in the agreement that you signed? A Yes, sir. Q That's a statement that you make there. What expanded view of the post-employment restrictions are you referring to? A I'm speaking to Mr. Schleicher's expanded view that demonstrated in dealing with another former employee that his -- my understanding of his view of the agreement was that it would now GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 ~ 13 14 15 16 17 18 19 20 21 22 23 24 25 limit who you went to work for. Q There is nothing in the letter that I sent to you that tells you that you can't work for another private investigator in Harrisburg, is there? A No, sir. That is based upon your letter which does not reference any of that expanded view of my anectodal experience with Mr. Schleicher. Q In the letter I sent to you I indicated to you that you couldn't solicit current ICS clients, right? A Yes, sir. Q And did you intend to do that, to solicit ICS clients? A Back then I was weighing all sorts of options. I hadn't ruled anything in or out. Q I also told you you couldn't disclose ICS trade secrets? Yes, sir. Did you intend to disclose ICS trade A secrets? A I don't know that I was going to, but I'm not specifically sure what the trade secret is. Q Just trying to understand what in my letter you believe was threatening or harassing, and if you want to look at it, it's attached to your GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 complaint. A as a threat provision, enforce it. Q A Q letter that I 2001. Do you A Q letter? A client of Q right? A Q representing A Q correct? A Q Let me do that. The part that I took would be that if you violate this legal action will be taken by ICS to You took that as a threat? Yes, sir. You also attached a copy of another sent to you which is dated August 7, have that in front of you? Yes. What am I asking you to do in that To sign an affidavit on behalf of a ICS's. And that was a client, an attorney, Yes, sir. And it was Inservco? Yes, sir. And Inservco an attorney who was was a client of ICS's, Yes, sir. And they were asking you to sign an GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 affidavit regarding a surveillance or an attempt to locate that you were assigned to do while you were working for ICS, right? A Yes, sir. Q What is it in this ].etter that was threatening or harassing? A The last line, ICS will assume that you did not perform the services for which you were paid and will have no choice but to take legal action against you. Q Read the whole sentence. A If it is not signed and returned to Mr. Rosenwald, ICS will assume that you did not perform the services for which you were paid and will have no choice but to take appropriate legal action against you. Q Was there a reason why you were not returning Mr. Rosenwald's calls? A I didn't get any calls from Mr. Rosenwald. Q So the statements that Lawrence Rosenwald sought to contact you in order to sign an affidavit, you're claiming you never received any contacts from him? A No, sir. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q Before receiving this August 7, 2001 letter, is it your testimony that you were unaware that Mr. Rosenwald and Inservco were seeking to have you sign an affidavit? A Yes, sir. Q There is another letter that's also attached to the complaint from another attorney in this office which is dated September 13, 20017 A Yes, sir. Q And that's from Deb Cantor, Debra Cantor who is in this office, correct? A Yes, sir. Q What is it in this ]Letter that you claim is threatening or harassing? A The last line, we view such contact as deliberate attempts to interfere with the operations of ICS and such conduct will not be tolerated. Q What conduct was she referring to? A I had sent some letters to ICS employees saying that I would be needing them as witnesses in a fact finding conference with Pennsylvania Human Relations Commission. Q Weren't you calling them at the office, at the ICS office? A I don't remember calling anybody at the GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 48 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 office. Q by counsel? A Q action. You knew that ICS was being represented Yes, sir. In the Human Relations Commission And are you aware that when there is a legal action going on that the parties are to deal with attorneys and not go directly to the client or the client's employees? A I'm finding out. Q You didn't know that at the time? A Not as it related to a fact finding conference. I was told that that was my only recourse to get employees to appear. Q To go to them directly and not go through the attorney for ICS? A I believe it was Delores Evrington who was the fact finder for the Human Relations Commission told me if I wanted to present witnesses, I would have to contact them and make sure that they were there. I had questioned her about obtaining subpoenas, and she said the commission doesn't issue subpoenas in that type of matter and that's when she referenced that to me. Q In conversations that you had with GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 employees of ICS while this Human Relations complaint was pending, did you talk to any of those employees about things that were happening at ICS? A Specifically? Q Well, did you encourage any employees of ICS to quit their jobs? A No, sir. Q Who did you talk to at ICS? A I talked to James Bruno. I talked to Steve Wild, talked to Mike Zeigler. I talked to Chuck Kirby. At that time she was still employed. I believe I talked to Pam Kuzminski, Rick Anderson, and I may have had conversations with Jack Lazur. Q And you called them to discuss the complaint that you had filed with the Human Relations Commission and the fact finding conference that was going to be scheduled as a result? A Some of them I just contacted because they were my friends. Q And you're saying you called them at home as opposed to you didn't call them during business hours? A I may have called them during business hours, but I never called them at the office. Q Did you tell any of these employees why GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 you had filed a Human Relations Commission complaint? A Probably so, yes. Q Do you recall what they said to you? A I remember at the time a lot of them were very nervous about having any kind of conversations with me. Q I believe I asked you a little bit about this, but I just want to make sure I understand it. In your complaint you state that ICS and Carl Schleicher's actions negatively impacted your employment opportunities by causing potential employers not to want to risk a lawsuit by hiring you? A Q A Q Yes, sir. And that's your testimony here today? Yes, it is. Do you have any evidence that ICS or anyone representing ICS ever communicated with any of the companies that you identified you had sought employment with? A Not specifically, no, sir. Q You also claim that the actions of ICS and Carl Schleicher forced you to take an entry level clerk's position with the Pennsylvania State Police? A Yes, sir. GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 51 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q And that you were unable to find regular work or employment in your chosen field of expertise? A Yes, sir. Q And what do you claim is your chosen field of expertise? A Being a private investigator. Q Did you seek employment outside the area of Harrisburg? No. How did you end up going to work for How did you know about the A the State Police? position? A I was told about it by a friend at the State Police. Q Did you take a test or anything like that? A No. I filed a resume and a personal information form with them, and I was called in and interviewed. Q What do you do? What are your duties? A I perform clerical duties for the fitness unit. Q Tell me what those duties consist of. A I pass along memoranda from my chain of GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 command to other chains of command[. I keep files and data on individuals that work within the unit and individuals that we test within the unit. The majority of it is computer entry data, data entry stuff. Q Are there opportunities for advancement at the State Police? A Yes, sir. Q Tell me about those.. What do you understand those opportunities to be? A I'm not completely familiar with the methods of progression within the State Police. I am just through a probationary period there, so I am sure I will get more knowledgeable about that. I know there are -- there is a succession of positions available to civilian employees within the administration. Q Are you a clerk one,, is that -- A Clerk two. Q And I assume there are different steps, a clerk three, clerk four? A Yes, sir. Q You also claim or allege in the complaint that the actions of Car[[ Schleicher and ICS damaged you both personally and professionally? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A Yes, sir. How did they damage you personally? Losing a job, and for many reasons I was in a difficult financial position, and losing a job and not being able to find employment to replace my income was truly difficult. Q Before you left ICS., were you having any financial difficulties? A Yes, sir. Q How did the actions of Carl Schleicher and ICS damage you professionally? A I find it suspicious that I wasn't able to gain employment with agencies that knew my name and reputation within the industry. Were those agencies hiring people? I know they have hilred people before Q and since. Q Now, in paragraph 19 of your complaint you're asking for punitive damages for professional harm and mental and emotional ang'uish? A Yes, sir. Q Are you presently under the care of any mental health professional? A No, sir. Q Any doctor been treating you for GEIGER & LORIA REPORTING SERVICE - 1.800.222.4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 depression or A Q of your mental A Q for any mental ICS? A Q anyone about ICS and Carl A Q A Q A Q Anybody else? A Q employees, that you A Q anything like that? No, sir. Have you taken and emotional No, sir. Have you ever or emotional any medication anguish? because sought any medical care anguish since you left ICS, have you spoken to have filed against to? Turner. No, sir. Since leaving the lawsuits that you Schleicher? Yes, sir. Who have you talked An attorney James about Anybody else? No, sir. I am not just talking attorneys. Family and friends. Apart from family, any former ICS talked to any of them about the lawsuits filed? Yes. It's come up in conversation. Who have you talked to? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A I spoke to Albert Thomas. I had mentioned it to a gentleman by the name of J.T. Duke. Q He used to work for ICS? A Yes, sir. Q Anybody else? A That's all the former employees that I recall off the top of my head. Q You have filed two lawsuits against -- well, you filed a Human Relations complaint and you filed two separate lawsuits in Cumberland County against ICS and Carl Schleicher, and you indicated that you are going to be filing a federal lawsuit against ICS and Carl Schleicher? A Yes, sir. Q Any other lawsuits that you are planning to file against ICS? A No, sir. Q Or Carl Schleicher? A No, sir. Q You refer in your complaint to a lawsuit that ICS brought against the Thomases and Hayes-Stoudt for violations of the employment agreement? A Yes, sir. Q Now, you were present at the hearing GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that was held on ICS's request for preliminary injunction? A Q A Q A Q lawsuit? A Q Yes, sir. You didn't testify at that proceeding? No, sir. Why were you there? I guess curiosity more than anything. How did you come to know about the Mr. Thomas told me about it. Did you talk to anyone about the Hayes-Stoudt lawsuit other than the Thomases? A No, sir. Q You didn't talk to their attorney? A No, sir. Q Are there any letters or other correspondence including e-mails between you and either of the Thomases or people from Hayes-Stoudt including their attorneys? A No. I'm sorry. Did you say communications just like talking to somebody? Q A lawsuit, yes. Q Anything. I have talked to Mr. Thomas about the Since the hearing? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A him? Yes. When is the last time you talked to A I don't recall specifically. Did you seek a job with Hayes-Stoudt? No, sir. Why not? It's my understanding that most of their work is in the southeastern part of the state which would require me either to move or travel great distances. Q located here? A Whether they have c]_ients centrally that -- I don't know if they are giving them work in this area, but it's my understanding they don't have much of any work in the central part of the state here. Q So you only sought employment with private investigation firms located here in Central Pennsylvania? A Q Don't they have certain clients who are Yes, sir. Now, the agreement that you signed with ICS places certain restrictions on you for a period of two years? GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 58 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 19 20 21 22 23 24 25 yes, sir. expire A And so those restrictions will Q February 2003? Yes, sir. A months from now, just three or four Q correct? A Q your yes. Do you plan on reapplying for jobs in chosen field of expertise after that? I hadn't begun to weigh my optionS. A There would be no reason that anyone Q would be concerned about hiring you after February of 2003, A right? I would assume so. Q So there would be no reason after for jobs February 2003 why you couldn't again reapply with private investigating firms in the Harrisburg area? A Q january A Q 2001, yes, sir. The Ford BronCO that you purchased in what are you paying a month on that? It'S 349 and some change. And you use that for personal use now, right? A Yes , sir · GEIGER & LORIA REPORTING SERVICE ' 1-800'222'4577 59 1 2 3 4 5 6 ? 8 9 10 11 12 ' 13 14 15 16 17 18 19 2O 21 Q While you were working for ICS and you were leasing the Tahoe, how much was that used for personal and how much was used for business? A I'd say it was 50-50. Q Did you have any other vehicles while you were working for ICS other than the Tahoe? A My wife owns a car.. That's it. Q Are you aware of any other employees of ICS whose car payments were made by ICS? A I assume everybody had the same arrangement I did. Q Which was mileage? A Yes, sir. Based upon actual mileage driven? A Yes, sir. MR. ADLER: Mr. Grogan, I don't have anything else to ask you. Thank you for coming over. (The deposition was concluded at 11:20 A.M.) 22 23 24 25 GEIGER & LORIA REPORTING SERVICE - 1-800-222-4577 60 15 16 COUNTY OF LEBANON : : S S · COMMONWEALTH OF PENNSYLVANIA : I, Anthony J. Balshy, Reporter-Notary Public, authorized to administer oaths within and for the Commonwealth of Pennsylvania and take depositions in the trial of causes, do hereby certify %hat the foregoing is the testimony of Michael P. Grogan. I further certify that before the taking of said deposition, the witness was duly sworn; that the questions and answers were taken down stenographically by the said Anthony J. Balshy, a Reporter-Notary Public, approved and agreed to, and afterwards reduced to typewriting under the direction of the said RePorter. I further certify that the proceedings and evidence are contained fully and accurately in the notes taken by me on the within deposition, and that this copy is a correct transcript of the same. In testimony whereof, I have hereunto subscribed my hand this 2~t~~)02. ~foo~Y~ ~~/~epOrter --. GEIGER & LORIA REPORTING SERVICE, 2408 PARK DR., SUITE B, HBG., PA 17110 717-541-1508 OR 1-800-222-4577 ORIGINAL PRAECIPE FOR LISTING CASE FOR ARGUMENT_ (Must be typewritten and submitted in duplicate) TO THE PROTHONOTARY/OF cUMBERLAND COUNTY: Please list the within matter for the next: Pre-Trial Argument Court [] "Argument Court CAPTION OF CASE (entire caption must be stated in full) Michael P. Grogan ' (Plaintiff) VS. Investigative Consultant Services, Inc. Carl W. Schleicher VS. (Defendant) No. 02-4958 Civil Action State matter to be argued (i. e., plaintiff's motion for new trial, defendant's' demurrer to complaint, etc.): Defendants' Motion for Summary Judgment Identify counsel who will argue case: (a) for plaintiff: Pro Se: Michael P. Grogan, 548 Walton Avenue Hummelstoma, PA 17036 (b) for defendant: Theodore A. Adler, Esquire Reager & Adler, PC, 2331 Market Street Camp Hill, PA 17011 I will notify all parties in writing within two days that this case has been listed for argument. _X ~~ ) (Attorney/for Defendants Dated: January 9, 2003 CERTIFICATE OF SERVICE AND NOW, this 9th day of January, 2003, I hereby verify that I have caused a true and correct copy of the foregoing Praecipe for Listing Case for Argument to be placed in the U.S. mail, first class, postage prepaid and addressed as follows: Michael P. Grogan 548 Walton Avenue Hummelstown, PA 17036 THEODO~ ADLER, ESQUIRE MICHAEL P. GROGAN Plaintiff · IN THE COURT C)F COMMON PLEAS OF · CUMBERLAND COUNTY, PENNSYLVANIA · CIVIL ACTION - LAW CARL W. SCHLEICHER/I.C.S. · Defendants · NO. 02-4958 CIVIL TERM IN RE: DEFENDANTS' MOTION FOR SUMMARY JUDGMENT Before HOFFER~ P.J. and OLER~ J. ORDER OF COURT AND NOW, (~'~(~ ~', 2003, following consideration of Defendants' Motion for Summary Judgment and argument thereon, the Motion is granted and it is hereby Ordered and Decreed that summary judgment be entered in favor of Defendants, Carl W. Schleicher and Investigative Consultant Services, Inc. Michael P. Grogan PO Box 1555 Harrisburg, PA 17105-5555 Plaintiff Michael P. Grogan 548 Walton Avenue Hummelstown, PA 17036 Theodore A. Adler, Esquire Thomas O. Williams, Esquire Reager & Adler, PC 2331 Market Street Camp Hill, PA 17011-4642 MICHAEL P. GROGAN : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION - LAW CARL W. SCHLEICHER/I.C.S.: Defendants : NO. 02-4958 CIVIL TERM IN RE: DEFENDANTS' MOTION FOR SUMMARY JUDGMENT HOFFER, P.J. Before HOFFER, P.J. and OLER, J. OPINION Facts On October 11,2002, plaintiff Michael P. Grogan filed a pro se Complaint naming Carl W. Schleicher, owner of plaintiff's former employer, Investigative Consultant Services, Inc. ("ICS',), and ICS as defendants. Although inartfully drawn, the complaint sounds in "wrongful discharge from employment." Plaintiff attached a number of documents to the Complaint to support his cause of action, including his Employment Agreement. Carl W. Schleicher is not a party to the Employment Agreement. The agreement is between ICS and plaintiff. In his deposition, plaintiff admitted that his employment agreement was only with the company, which he understood to be a bona fide corporation, and that Carl Schleicher was not a party to the agreement nor was he the one who issued plaintiff's pay checks. Defendants filed a Motion for Summary Judgment on this action, claiming that there is no genuine issue of material fact regarding whether plaintiff was wrongfully terminated from ICS. Defendants rely on the deposition of plaintiff, in which plaintiff admitted that his employment was "at-will" (Deposition at 20), and the Employment Agreement, which states, "1 understand that my employment is 'at-will' and may be terminated by ICS or me at anytime" (Employment Agreement at ¶4). After reviewing the record in its entirety, the Court is in agreement with the defendant. The Pennsylvania Rules of Civil Procedure establish the standard of review for a motion for summary judgment: After the relevant pleadings are closed, but within such time as not to unreasonably delay trial, any party may move for summary judgment in whole or in part as a matter of law (1) whenever there is no genuine issue of any material fact as to a necessary element of the cause of action or defense which could be established by additional discovery or expert report, or (2) if, after the completion of discovery relevant to the motion, including the production of expert reports, an adverse party who will bear the burden of proof at trial has failed to produce evidence of facts essential to the cause of action or defense which in a jury trial would require the issues to be submitted to a jury. Pa. R.C.P. 1035.2. Under subparagraph (1) of Rule 1035.2, summary judgment may be granted if the material facts are not in dispute and "the moving party is entitled to judgment as a matter of law." Dean v. Commonwealth, 561 Pa. 503, 507, 751 A.2d 1130, 1132 (2000). In this context, "the record must be viewed in the light most favorable to the [non-moving] party, and all doubts as to the existence of a genuine issue of material fact must be resolved against the moving party." Id. at 507, 751 A.2d at 1132. Under subparagraph (2), summary judgment also may be granted if the non-moving party has not offered evidence sufficient to support its burden of proof on a key element of the claim or defense. Young v. Commonwealth Dept. of Transp., 560 Pa. 373, 375-76, 744 A.2d 1276, 1277 (2000). Viewed in the light most favorable to the non-moving party, the evidence in the present case may be summarized hereinafter. In his Complaint, plaintiff seeks compensation of $46,793.08 and punitive damages through a cause of action arising from the written Employment Agreement between plaintiff and ICS. The Complaint alleges that plaintiff was "capriciously terminated" for requesting, scheduling, and taking a vacation in accordance with company policy. (Compl. at I]'12). It also asserts that defendants expanded the meaning of the employment agreement through threats of termination. (Compl. at ¶¶7, 9-10). As evidenced by the Complaint and plaintiff's deposition,~ it seems that plaintiff has set forth an action for wrongful discharge. ' In his deposition, plaintiff expanded on how Schleicher threatened him with termination. "There were a couple of occasions where he told me that I would have to conform with his new ideas of the company, that...I would have to regain his trust or prove myself to him generally speaking. He also threatened to fire me several times saying if I didn't do certain things or if I didn't follow certain guidelines or if I didn't Plaintiff was an at-will employee for ICS. His Employment Agreement stated that "1 understand that my employment is 'at-will' and may be terminated by ICS or me at anytime." (Employment Agreement at ¶4). Additionally, plaintiff stated in his testimony that he believed "the agreement speaks to at-will employment only." (Deposition at 20)? The Complaint does not allege that defendants have violated any statutes or regulations. It only asserts that defendants "capriciously terminated" plaintiff, and that defendants "benefited from their capricious behavior and their bad faith Terms of Employment Agreements without ever having [sic] paid any consideration and doing substantial damage to the plaintiff both personally and professionally." (Compl. at ¶17). change certain attitudes, he was going to terminate me for those things." (Deposition at $5-36). 2 Plaintiff also stated that he did not have a clear understanding of what "at-will" meant, and that, in fact, he thought he could only be fired for cause. He alleged that Tom Maitland, the person who interviewed and hired him, told plaintiff he could only be fired for cause. (Id. at 19). However, when asked if there was something in the employment agreement that said he could only be fired for cause, plaintiff responded that he believed the contract only spoke to at-will employment. (Compl. at ¶20). Additionally, because plaintiff knew this was what the employment contract said, signed the contract saying he understood his employment to be at-will, and failed to question the meaning of at-will at the time he signed the contract, he must abide by the clear language of the contract. Discussion The question presented is whether there is any genuine issue of material fact regarding whether plaintiff was wrongfully discharged, it was the general rule in Pennsylvania for over a century that an employer may terminate an employee at any time unless restrained by contract. McGlaughlin v. Gastrointestinal Specialists,/nc., 561 Pa. 307, 314,750 A.2d 283,286 (2000) (citing Henry v. Pittsburg & Lake Erie Railroad Co., 139 Pa. 289, 21 A.157 (1891)). This rule remained intact until Geary v. Unite~:f States Steel Corporation, 456 Pa. 171,319 A.2d 174 (1974), where the Pennsylvania Supreme Court opened the possibility for a wrongful discharge claim in situations where termination would violate a "clear mandate of public policy." Id. at 185, 319 A.2d at 180. The Supreme Court reaffirmed this position in Paul v. Lankenau Hospital, 524 Pa. 90,569 A.2d 346 (1990), when it stated: [there is] no common law cause of action against an employer for termination of an at-will employment relationship. Exceptions to this rule have been recognized in only the most limited of circumstances, where discharges of at-will employees would threaten clear mandates of public policy. Id. at 94,569 A.2d at 348, (citing Clay v. Advanced Computer Applications, Inc., 522 Pa. 86,559 A.2d 917 (1989)). To assert a public policy exception to the at-will-employment doctrine in Pennsylvania, the employee must point to a clear public policy articulated in the constitution, in legislation, an administrative regulation, or a judicial decision. Hunger v. Grand Central Sanitation, 477 Pa. Super. 575,580,870 A.2d 173, 175 (1996) (citing Jacques v. Akzo International Salt, ,Inc., 422 Pa. Super. 419, 619 A.2d 748 (1993)). The public policy must also be applicable directly to the employee and the employee's actions. Id. A few, narrow public policy exceptions to the at-will employment doctrine have been determined through case law regarding wrongful discharge. In Hennessy v. Santiago, 708 A.2d 1269 (Pa. Super. 1998), the court stated that these exceptions fall into three categories: lAin employer (1) cannot require an employee to commit a crime, (2) cannot prevent an employee from complying with a statutorily imposed duty, and (3) cannot discharge an employee when specifically prohibited from doing so by statute. Id. at 1273. However, simple unfairness is not against public policy. Reese v. Tom Hesser Chevrolet-BMW, 413 Pa. Super. 168,604 A.2d 1072 (1992) (explaining there is no public policy exception to the doctrine of at-will employment even though employer required employee, as condition of continued employment, to reimburse it for losses attributable to action of employee); Darlington v. General Electric, 350 Pa. Super. 183, 504 A.2d 306 (1986) (finding there is no public policy exception to at-will employment doctrine even though employee was discharged unfairly in that he was not afforded the opportunity to defend himself against allegations of accounting irregularities). In the instant case, the plaintiff alleges that defendants expanded the Terms of Agreement through threats of termination and then "capriciously terminated" him for requesting, scheduling, and taking a 6 vacation in accordance with company policy. (Compl. at '[]'12). In his deposition, plaintiff further elaborated on his theory as to why he was terminated. Q Why do you believe you were terminated'? A I was told by Mr. Schleicher the day he terminated me that I had publicly embarrassed him with his employees... Q Did Mr. Schleicher give you any details as to how you had embarrassed him in front of other employees? A He referenced the fact that I had scheduled and taken a vacation...It didn't make a lot of sense to me at the time. He just - the day I was terminated he called me into his office, said he was very disappointed with me, told me I had embarrassed him in front of the other employees and that he was terminating my employment. Q In the materials that you have attached to your complaint, you have like a journal? A Yes, sir. Q And in the journal there is reference to Mr. Schleicher telling you that you were going to be suspended and asking you to change your attitude and you indicated that you weren't going to change your attitude and that if he was going to fire you, he should just go ahead and fire you. Do you recall making that entry in the log? A Yes, sir. Q Is that the way things happened? A Not verbatim, but it's close. (Deposition at 18-19). The exchange referenced in the journal entry occurred on February 7, 2001. (Plaintiff's Exhibit 4). Plaintiff does not point to any clear public policy articulated in the constitution, in legislation, an administrative regulation, or a judicial decision of Pennsylvania to which defendants' behavior in terminating plaintiff has offended. Assuming that plaintiff's version of events is true, as we must for purposes of summary judgment, the fact that defendants fired plaintiff because he embarrassed defendant, albeit possibly unfair, is not against any articulated public policy. And even assuming plaintiff was fired for taking vacation time, this does not fit the narrow exceptions, for it did not force the plaintiff to commit a wrongful act, it did not prevent him from complying with a statutorily imposed duty, nor did defendants discharge him when specifically prohibited from doing so by statute. Because there is no genuine issue of material fact regarding plaintiff's claim of wrongful discharge, defendant Carl W. Schleicher and defendant ICS are entitled to judgment as a matter of law.