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HomeMy WebLinkAbout00-03150 IN RE: STARS TRUCK STUDIO OF DANCE, L.L.C. APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER < '"~', ~ \.0 _l .'. _, .:&Il..J..,u . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL CIVIL ACTION - LAW IN RE: PETITION TO WITHDRAW AS COUNSEL ORDER AND NOW, this I ,,- day of March, 2001, argument on the petition to withdraw as counsel is set for Monday, April16, 2001, at 9:00 a.m. in Courtroom Number 4, Cumberland County Courthouse, Carlisle, P A. Anthony 1. Nestico, Esquire For the Petitioner Glenn R. Davis, Esquire For the Respondent :rlm BY THE COURT, cL .y . ~ D\ t? ~,\~' ~k () ~y " -r~"~ i'!!IJ!I!II!!.,.,.,.~~I!iI~o <" . ,'---- _ ^' . ~.___ < h _., '" ",~__,_ . " " ",<-",,,,,,,",,,~,,W '~_'r~ ,~~ .....-.- 1\1" ,.,,'r' r-I:.ED--/'i,::--.cv'.,-. , ' ""11\.",1: ,c.Y'-:\,'(,j" . ',urARy Of 'lJo / ,. r ";l J /U; 9: 08 CUM~~" . PENNiN81A~~UNTY , ~_III,~ ~, ,,,,,,,",~m!!p:~lQ1'!!~-iIII'llI,~~~-'i1<Jl1%;,,,;,,,,'~-1).'g.,fffl~m~~~lllm ,~M,,,,m"~'1 <"'\; ~ ~. . - , ,1 I.~ '~tellIi::_~"'L, , . . IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 00-3150 APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER ORDER AND NOW, this day of , 2001, upon consideration of the forgoing Motion to Make Rule Absolute, it is hereby Ordered and directed that Nestico & Druby, L.L.P. and Anthony 1. Nestico, Esquire are hereby granted leave to withdraw as counsel for the Petitioner, Sharon Chambers, in the above captioned matter. BY THE COURT, J. ,.,..1 -I, ~lkI~___'_' , . . IN RE: STARS TRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 00-3150 APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER MOTION TO MAKE RULE ABSOLUTE 1. On February 15,2001, the undersigned counsel filed a Petition on behalf ofNestico & Druby for leave of court to withdraw as attorney for Petitioner. 2. On February 21, 2001, this Honorable Court issued a Rule to Show Cause why the requested relief should not be granted. 3. On or about February 20, 2001 the Respondent, Jennifer McCormick by and through her counsel filed a response to the Petition for leave of court to withdraw as counsel for Petitioner. 4. On Saturday, February 24, 2001, Petitioner's client, Sharon Chambers, left the Petitioner a voicemail message acknowledging receipt of the Petition to Withdraw and directing that the undersigned counsel to no longer represent her in this matter. 5. The Petition ofNestico & Druby for leave of court with withdraw as counsel is now ripe for judicial resolution. WHEREFORE, Petitioner respectfully requests that this Honorable Court enter an Order discharging it as counsel to the Petitioner, Sharon Chambers, in the above referenced action. - Date; d--J- ~ -,Ol ~~ .- .1.", ~ , A Respectfully submitted, By: thony J. e i Attorney 1. . o. 58868 840 East Chocolate Avenue Hershey, Pennsylvania 17033 (717) 533-5406 (717) 533-5717 Attorney for Petitioner . ~""""- ~~ ,~ =~ ~JOIiilii,~:':'i j,j I' I'i II ii li'..'1 .: Iii Ii d il "I , " ;1 I I ii II I] il CERTIFICATE OF SERVICE I, Anthony 1. Nestico, Esquire of the law firm ofNestico & Druby, L.L.P., hereby certify that on the ~y of February, 2001, a copy of the foregoing document was sent via First Class U.S. Mail, postage paid, to the following: Glenn Davis, Esquire Latshaw Davis & Y ohe, P .C. 4720 Old Gettysburg Rd. Mechanicsburg, Pennsylvania 17055 Ms. Sharon Chambers 6339 Pennsboro Drive Mechanicsburg, Pennsylvania 17055 "'" ~, ~~,$;J~~",";ih,"'-,&"'i,lij""lhi\t,~~--~'-"~>lIiIilliWiil;i'iIldJJ;~' -,~"'= ".=- "',-- w , ~, WiiIIii ,~.." o ~,; < ~f ~(~ _' c: ~C~.; ~'>c- ~-:.':: ---J -~ ~,." " ~ D r') Il 0> _~ ; r""':l (.) ::::> ...; ~:-:'I ~. -,~ -. -< " . r <0 ~ IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA IN RE: STARSTRUCK STUDIO OF DANCE, L.L.c. No. 00-3150 Civil APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER ANSWER TO COMPLAINT AND NOW, COMES, Respondent, Jennifer McCormick, a member in Starstruck Studio of Dance, L.L.c., by and through her undersigned attorneys, and hereby answers the Complaint as follows: 1. Admitted. 2. Denied as stated. It is denied that the members of Stars truck were Sharon A. Chambers (hereinafter "Chambers") and Jennifer McCormick (hereinafter "McCormick"). To the contrary, it is understood that those continued to be the members of this limited liability corporation. 3. Admitted. 4. Denied. To the contrary, an operating agreement was executed between the parties which is attached as Exhibit" A." 5. Admitted. 6. Denied. It is specifically denied that Chambers has contributed the averred sum and strict proof at time of trial is demanded. ," .= I -.Ii >1"'" i,-, .1 ~ 7. Denied. It is specifically denied that McCormick's contribution is Fourteen Thousand Three Hundred Twenty Dollars ($12,320.00) [sic]. Strict proof at time of trial is demanded. 8. Admitted. 9. Denied. It is specifically denied that McCormick has withdrawn $8,507.00 from Starstruck for her personal use. Strict proof at time of trial is demanded. 10. Denied. To the contrary, McCormick has had control over the dance element of Starstruck as she is its dance instructor and creative influence. Moreover, McCormick is responsible for the student curriculum at Starstruck. With regard to the business end of Starstruck, Chambers has had exclusive control over those elements including having formed the L.L.c. 11. Denied. To the contrary, Chambers has been responsible for the accounts, books and records of Starstruck, however, has been dilatory in the fulfillment of her obligations. 12. Denied. To the contrary, it has been Chambers' responsibility to compile an accurate statement of accounts and records on behalf of Starstruck. The alleged refusal by McCormick in this matter would be contrary to the Operating Agreement and business practices of Starstruck. 13. Denied. It is specifically denied that McCormick has refused to provide information to Chambers. To the contrary, any business records which have been in the possession of McCormick other than the company's checkbook, have been kept on the premises and have been available to Chambers in the fulfillment of her business duties. 58115.1 2 ,', ~ 14. Denied. The averments of this paragraph constitute a conclusion of law to which no responsive pleading is required. 15. Denied. To the extent that funds have been available and to the extent that payment was the responsibility of McCormick, McCormick has made payments of liabilities on behalf of Starstruck. There have been occasions when the checking account balance of Starstruck has not allowed for timely payment of rent as a result of Chambers' excessive and unauthorized spendings. 16. Denied. It is specifically denied that Starstruck and! or McCormick have failed to pay rent for the months of April and May. 17. Denied. It is the understanding of McCormick that Starstruck is current with regard to its current payment of invoices. McCormick is unable to further respond to this averment as it is unable to discern what is meant by "other liabilities." 18. Denied. It is specifically denied that McCormick has misconducted herself and Stars truck as to cause losses to Starstruck. 19. Denied. It is denied that McCormick has improperly converted business cash assets for her personal use. 20. Denied. It is denied that McCormick has purchased merchandise with Starstruck assets which merchandise was converted for her personal use. Strict proof at time of trial is demanded. 21. Denied. It is denied that Chambers loaned McCormick $7,877.00 at the time Starstruck was established. Strict proof at time of trial is demanded. By way of further answer, at the time that Starstruck was established by Chambers, the dance 58115.1 3 studio then known as Starstruck Studio of Dance was ongoing business being run by McCormick. 22. Denied. See the response to the immediately preceding Paragraph 21 as it pertains to the alleged loan. By way of further answer, to the extent that Chambers made any capital contributions to Starstruck, those contributions were used as working capital for Starstruck which included capital improvements made to the leased premises. By way of further answer, McCormick also made capital contributions used as working capital for among other items, capital improvements. 23. Denied. See the response to the immediately preceding Paragraphs 21 and 22. Chambers has made no loan as alleged. 24. Admitted in part and Denied in part. It is admitted that McCormick has failed and refused, despite Chambers' demands to repay the loan Chambers now alleges to be owed by McCormick. It is denied that such loan is owed by McCormick to Chambers and strict proof at time of trial is demanded. 25. Denied. It is denied that McCormick has demonstrated that she is financially irresponsible and that unless the company is dissolved, further and/ or greater losses will be inflicted upon Chambers. To the contrary, Chambers has failed to fulfill her duties as set forth in the Operating Agreement and dereliction of which has caused substantial harm to not only Starstruck but also McCormick. 26. Denied. To the contrary, Chambers is responsible for the maintenance of these records, however, has refused to fulfill those responsibilities. 27. Denied. It is denied that Chambers may suffer fines and penalties as a result of McCormick's failure to maintain proper business records. To the contrary, 58115.1 4 ~ _ 0, J ..." Chambers is responsible for the maintenance of such records and has repeatedly failed to fulfill those duties. Any fines or penalties which result to Chambers and/ or McCormick is a direct result of Chambers' actions or inactions on behalf of Starstruck. 28. Denied. As stated in the above paragraph, under the operating agreement it was Chambers' responsibility to maintain business records and file tax returns and other administrative agency reports and filings. Chambers' failure to perform these duties on behalf of Starstruck mayor will result to the detriment of McCormick individually. 29. Denied. The averment of this paragraph constitutes a conclusion of law to which no responsive pleading is required. 30. This paragraph contains no averment of fact to which a responsive pleading is required. To the extent that a responsive pleading is required, McCormick is not in agreement with the appointment of Mark W. Witzig, Esq., as receiver on behalf of Starstruck. 31. Denied. After reasonable investigation, McCormick is without knowledge or information sufficient to form a belief as to the truthfulness of this averment. 32. Denied. After reasonable investigation, McCormick is without knowledge or information sufficient to form a belief as to the truthfulness of this averment. 33. Denied. After reasonable investigation, McCormick is without knowledge or information sufficient to form a belief as to the truthfulness of this averment. WHEREFORE, Answering Member, Jennifer McCormick, requests that this Honorable Court dismiss the Complaint, enter judgment in her behalf against Sharon A. 58115.1 5 ,-'- 1:" '~';"-',- '0 Chambers and deny such other relief as requested in Chambers' Complaint subparagraphs (a) through (g). Respectfully submitted, LATSHA DAVIS & YOHE, P.e. Dated:~ By G.. . ::z.G,~ Glenn R. Davis Attorney I. D. No. 30140 P. O. Box 825 Harrisburg, P A 17108-0825 (717) 761-1880 Attorneys for Respondent, Jennifer McCormick 58115.1 6 d L_,_._o VERIFICATION The undersigned hereby verifies that the statements of fact in the foregoing are true and correct to the best of my knowledge, information and belief. I understand that any false statements therein are subject to the penalties contained in 18 Pa. C. S. S 4904, relating to unsworn falsification to authorities. j),wDAlffMl Jj [Y(yyJ ~MuJJ "I ~ ' (, 01 .-, _ " H _ OPERATING AGREEMENT OF STARSTRUCK STUDIO OF DANCE, LLC The undersigned, being the members of Starstruck Studio of Dance, LLC (the "Company"), do hereby enter into this Operating Agreement (this "Agreement"), as members (the "Members "). The Members hereby form a limited liability company pursuant to and in accordance with the Limited Liability Company Law of the State of Pennsylvania, as amended from time to time (the "liCL"), and hereby agree as follows: 1. Name. The name of the limited liability company formed hereby is Starstruck Studio of Dance, lie. 2. Tenn.. The term of the Company shall continue unless terminated in accordance with the LLCL. 3. Purpose. The Company is formed for the purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the LLCL and engaging in any and all activities necessary or incidental to the foregoing. 4. Members. The name and the mailing address of the members are as follows: Name Address Sharon A Chambers 6339 Pennsboro Drive, Mechanicsburg, P A 17055 Jennifer McCormick 876 Mandy Lane, Camp Hill, PA 17011 5. Percentage of Ownership. Name Jennifer McCormick Sharon A. Chambers The percentage of ownership of the Company is as follows: Percentage 51% 49% The Members agree that all required filings and documentation will be drafted or amended to reflect the above agreed upon ownership percentages of the Members. 6. Powers. The business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutoty or otherwise, possessed by members under the LLCL, and including (but not limited to) the following. All class lessons, instruction, supervision of employees, choreography, recital preparation and rehearsal, costume selection and ordering, parental disputes, and any and all affairs related to the dail:y operations of dance instruction at the studio will be managed solely by Jennifer McCormick. All inventoty purchases for incidental dancewear to be sold at the establishment and the determination of its retail price must be approved by Sharon Chambers. Sharon Chambers must approve all employee hires, terminations and non-member compensation arrangements (mcluding any and all independent contractor arrangements). 1 ~' , ".-1 , " c" Sharon Chambers will be responsible for the filing of all federal, state and local income tax, sales tax, and employment tax returns and other related bookkeeping and accounting servIces. 7. Capital Contributions. The Members estimate they have contributed ,to the Company the following amounts, in the form of cash, property or services rendered as of the date of this agreement (see Schedule A attached); Sharon Chambers: Jennifer McCormick: Cash and start up costs: $26,300 Cash and start up costs, equipment and customer list $30,975 8. Additional Contributions. No Member is required to make any additional capital contribution to the Company. , (:5~ ~cf .f1> ft (14 Return of Capital Investment. It is agreed between the Memb~ Sharon Chambers has provided an estimated cash start-up contribution of $26,300Z;hi::h:in addition to the $6,575 (25% of the $26,300), shall be repaid to her by the Company in total ($32,875) within five years of the execution date of the Agreement. It is agreed that this estimated amount ($32,875) constitutes Member Sharon Chamber's ownership interest in the Company. After three (3) years from the execution date of this Agreement, Member Sharon Chambers agrees that she will resign/withdraw both as an active participant in the business and as a Member of the Company, retaining only her status as a creditor of the Company, with regard to monies still due her, based on her initial cash contribution. Such resignation/withdrawal will not affect the ability of the Company to continue to operate or exist. If, at the time of the resignation/withdrawal of Member Sharon Chambers any amount of the $32,875 as set forth above remains unpaid, a two-year repayment agreement with equal monthly payments will be executed between the Company and Sharon Chambers for the unpaid balance. It is hereby further agreed that Member Jennifer McCormick will also execute the aforesaid two-year repayment agreement in the capacity of a personal guarantor. On such date that the sum of $32,875 has been paid in full, Sharon Chambers will execute an appropriate release as to receipt of monies received. rNlAV ) ~ 9. 10. Allocation of Profits and Losses. The Company's profits and losses shall be allocated in proportion to the capital contributions of the Members or as so determined by the Members. 11. Guaranteed Payments. Jennifer McCormick will receive a guaranteed payment for the first six months of operation (September 1999 - February 2000) in the amount of $100 per week. Jennifer McCormick will receive a guaranteed payment for the second term of operation (March 2000 - June 2000) in the amount of $200 per week:. After the first year the guaranteed payments for Jennifer McCormick will be re-assessed by the Members. 12. Other Member Rights AIry Member's children may enroll in an unlimited number of dance classes at no charge if they so chose. J -,,-'- I ~' , c' _ I '-'Ii ... 13. Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members in the same proportion as their then capital account balances. 14. ~signments. A Member may not assign in whole or in part his limited liability company mterest. 15. Withdrawal of a Member. A Member may withdraw from the Company in accordance with the LLCL. 16. Admission of Additional Members. One or more additional members of the Company may be admitted with the consent of a majority of the Members. 17. Liability of Members. The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the LLCL or as specifically provided in this agreement. 18. Exculpation of Managers. A Manager shall not be liable for any breach of duty in such capacity, except that if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that with respect to a distribution to Members his or her acts were not performed in accordance with the LLCL. 19. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Pennsylvania, all rights and remedies being governed by said laws. 20. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, no other representations or covenants having induced any party to enter into this Agreement. 21. Severability. If any or more of the provisions contained in this Agreement shall for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any oth.er provision of this Agreement or any other document. In witness whereof, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the _ day of December, 1999. \:)J~(~~ a ~~Jl///~ Sharon A. Chambers Witness ~!'Ii fen IIA1_/rV . cConnick 3 ,_...', _ _ l .~ __ , ~ ~ SCHEDULE A Estimated as of 9/2/99 Sharon T ennifer Total Chambers McCormick Contributions TOTAL CASH $26,290.81 $30,975.00 $57,265.81 CONTRIBUTIONS Jack Barton Construction 6,000.00 6,000.00 First month's rent 2,600.00 2,600.00 Security deposit (two months) 4,300.00 4,300.00 Recital and Costume loans 7,500.00 7,500.00 Estimated value of class list 10,000.00 10,000.00 Cupet (estimate) 600.00 700.00 1,300.00 Mirrors (estimate) 3,670.00 3,670.00 Jack Barton Construction 5,900.00 5,900.00 Jack Barton, additional electrical 500.00 500.00 floor install 950.00 950.00 Barres; rosin, etc. 849.00 849.00 Insurance WC and liability 487.00 487.00 Corporate Filing Fees 317.00 317.00 Attorney; lease review 408.00 408.00 Tiles 1,021.63 1,021.63 Construction supplies: Home Depot 271.90 271.90 Garcia & Kauffman Painting 1,380.00 1,380.00 Advertising; shopper 399.60 399.60 Rite Aid (reimbursed to Jennifer) 91.42 91.42 music keys 150.00 150.00 pernuts 100.00 100.00 Signs Now 798.00 798.00 Ollies-wil!ting room chairs 90.00 90.00 Ollies-wallpaper! paint etc. 53.96 53.96 Home Depot - paint 30.32 30.32 Home Depot - paint 173.08 173.08 Home Depot - paint 49.90 49.90 Gym Equipment 2,500.00 2,500.00 Stereo Equipment 1,300.00 1,300.00 Desk 300.00 300.00 Computer Desk 100.00 100.00 Shelving 500.00 500.00 Waiting Room Chairs 175.00 175.00 Music 3,000.00 3,000.00 ~ . '.e.." " - t.-.< CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Answer to Complaint has been served by first-class, United States mail, postage prepaid, upon the following: Anthony J. Nestico, Esq. Nestico, Korposh & Druby, L.L.P. 475 West Governor Road Hershey, PA 17033 Dated: gill/lOb I I GOl.2~ Glenn R. Davis << . .: '. ~ ~iliuIiii!< "~M'~~" """",,r.,(;k't.~~' 1 ,= ~ '_~o -'c"" , ~- , "" ~,,, '''b' f~."""M" g S -On} !"'lle., Z:7! z:C CfJ.,!;,:,.. ~r5 ~C? _u ;l>C:: ~ o CJ po r.::. ,:j"} 0, U1 ~ .!F:', :;j,;::) _ '-'i ':':'''\:'1 fr-:sT!i :=c. ~ 0< -v :,"y.: t.:-? ? f" " .-j ,.,. ",,",' "-;" - 'J 'I-' _'L"" i._, ", IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL CIVIL ACTION - LAW APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER ORDER AND NOW, this 2/"" day of August, 2000, following conference with counsel, it is ordered and directed that a hearing on the plaintiff's request for the appointment of a liquidating trustee is scheduled for Friday, September 15,2000, at 10:00 a.m. Pending same, it is directed that the checkbook of Stars truck Studio of Dance L.L.C. be kept in an office or place assuring equal access thereto by both parties. In addition, pending further order, the rent, utilities and other legitimate expenses ofthe business shall be paid promptly from said checking account. Each party shall forthwith permit the other access to any and all documents in their possession relating to the management of the studio. BY THE COURT, Anthony J. Nestico, Esquire For the Petitioner ~~ <6-:J!) -DO ~5 Glenn R. Davis, Esquire For the Respondent :rlm -",. <'> -' ~iIIIi~~f!ilWlt!illi'JUlt.lihM;.<<i;:;1Imlftiil~~;jf,1It.'~~"'~;;' ,-,," ",,, "'" ""~'" '~-"""'''~'- "" ", I," ~~[~~':~C}~i~{CE 0, ."'":(":",'r")T"RY -' "--iii, 00 ~UG 2 I "~I /in /: Lf;; u "u,'r"" v IVfbl--:.Ji F',' r~ P8~IYSY&\~0~UNTY ." '", -I ~~'-'ii1I~" - ~""'^ -:.i I I , IN RE: ST ARSTRUCK STUDIO OF DANCE, L.L.C. APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER . ,--"'--~, ",'. ''''-'''''; IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL CIVIL ACTION - LAW IN RE: PETITION FOR PRELIMINARY INJUNCTION AND NOW, this 1/ - ORDER day of July, 2000, in consideration of the within petition for preliminary injunction and the answer filed thereto, it is ordered and directed that counsel appear for a case management conference on Wednesday, August 9, 2000, at 9:00 a.m. in the Chambers of the undersigned. Anthony 1. Nestico, Esquire For the Petitioner Glenn R. Davis, Esquire For the Respondent ~ :r1m BY THE COURT, AL < ~.1_J2.UD C)- =, "-~liilt'.....- "l'W'ilkI.IllilAuL-';"'," j r--AF."'_~il~~-" -,- iiII.1tl "....~ )]PJ1Y {it! J'IH I ,c', ;Jv ..h~ I' 1/: O! CU"W-" IVj~jl:HU\!"JD COUNTY PENNSYLVANIA ' _Il - .. -~,,~., -~~. -<" < ,. --~ - - " ~" .. ". <~-,~ "~ ''17 .- !<; ". ~- '^ _I, I I IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL CIVIL ACTION - LAW APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER IN RE: PETITION FOR PRELIMINARY INJUNCTION ORDER AND NOW, this j' day of July, 2000, at the request of counsel, the case management conference set for Wednesday, August 9, 2000, is continued to Monday, August 21, 2000, at 9:00 a.m. in the Chambers of the undersigned. BY THE COURT, .~ I' ~ .<\ .00 {; <l* Anthony 1. Nestico, Esquire For the Petitioner Glenn R. Davis, Esquire For the Respondent :rlm - ,-,~ ,"'-"", . '_""'i~,,' '''lIi:u''''-- < ~-iliLf" '~~'lr~!~~1I1d!l._!W!iW~o.Ii.,'.--.Io~' ,. oUJlllllIl1 ~~'*~_'t"_" _~,_,._,,"_~. .c. - ~ ~ ,-~ -,-~'.,.-" ~ ~liIII ~~ ~ ~< J'l ~. <:>() .>:l... , -D ". Q ~ 0 ~ :3- "" -=> %- ~ ~ -T-::, -+-,. p' . I _.. -j -.;-1., - . I c IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA IN RE: STARSTRUCK STUDIO OF DANCE, L.L.c. APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER NO. 00-3150 - CIVIL PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of the undersigned and Latsha Davis & Yohe, P.c., on behalf of Respondent, Jennifer McCormick, in the above-captioned matter. Dated:~ 57545.1 Respectfully submitted, LATSHA DAVIS & YOHE, P.c. By ~..::?. Q:Jo Glenn R. Davis Attorney I. D. No. 31040 P. O. Box 825 Harrisburg, P A 17108-0825 (717) 761-1880 Attorneys for Respondent, Jennifer McCormick ! ~ . I CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Praecipe for Entry of Appearance was served by first-class United States mail, postage prepaid, upon the following: Anthony J. Nestico, Esq. Nestico, Korposh & Druby, LLP 475 West Governor Road Hershey, PA 17033 Dated: Glenn R. Davis 57545.1 ,,,.':.' --J',', 1Ikti~U&I o. ..-.-.,,,,,~. --.' ~~-~j"''''';~'''';;~Jlj.iiinl''''''''' '~,H._ '-- .~ -~ -. ~ ,~.' '0 - "_.~ .' ~~- < 00 0, h' .-, (") r~ '.~-' C ,..~ S ~-~ .~-1 -ace - '.,-, rflrT' :~t:.: r=- Z:-.1.: n ,,---;'"l ZC 0.) -loj') (()~ -<~" ,'IL) r:: .. -'r" " <'L.-' v "..::.:-n d? C) ?~~~ 2:0 c:;, >c s;! Z N =<! :x1 CJ1 -< - . 'o.~~..' . . ,..til "" ~~ '"~ = " ~ , _.,1 ~ l.. ~-,~-_-L l<~-;i IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA IN RE: ST ARSTRUCK STUDIO OF DANCE, L.L.c. No. 00-3150 Civil APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER ORDER AND NOW, this day of ,2000, it is hereby ORDERED that the preliminary injunction is DENIED. BY THE COURT: J. - "...~ I., . "," I IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA INRE: STARSTRUCKSTUDIO OF DANCE, L.L.c. No. 00-3150 Civil APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER RESPONSE OF JENNIFER MCCORMICK TO PETITION FOR PRELIMINARY INJUNCTION AND NOW, COMES, Respondent, Jennifer McCormick, a member in Starstruck Studio of Dance, L.L.c., by and through her undersigned attorneys, and hereby avers opposition to the petition for preliminary injunction as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Denied. To the contrary, an Operating Agreement was executed between the parties which is attached as Exhibit" A." 6. Admitted. In addition, the company sells dance wear and shoes. 7. Denied. It is specifically denied that Chambers has contributed the averred sum. To the contrary, she has contributed $26,300.00. 1--< 'l' -1- L - -010 8. Denied. To the contrary, McCormick has initially contributed $30,975.00 plus an additional $7,800.00. 9. Denied. McCormick has not withdrawn any funds from the account of Starstruck for personal use. 10. Denied. To the contrary, Chambers has not only been given a copy of all records of Starstruck, but also Chambers has removed all records from the place of business and denied access of those records to McCormick. 11. Denied. To the contrary, Chambers, according to the agreements of the parties as well as the Operating Agreement, has responsibility for the business functions of Stars truck. These functions are the responsibility of Chambers and to the extent that she has failed to keep such records, she is in violation of the responsibilities assigned to her under the Operating Agreement. Moreover, it is understood that Chambers has failed to file the appropriate tax returns and other statements for Starstruck and has caused it to be placed in a tax noncompliance status with the IRS. As a result of her failures, Chambers should be removed from any duties with Starstruck as well as being required to return the records of the corporation to McCormick. 12. Denied. To the contrary, as stated in the previous answer, these duties are the responsibility and all fines and penalties incurred as a result of failure to file taxes is a result of Chambers' failure to perform her duties. 13. Denied. To the contrary, payment of accounts was the responsibility of Chambers including rent. 58106.1 2 , ,J~. < I L_ h ~ ~.., 14. Denied. McCormick has not misconducted herself to the extent that Answering Respondent can discern any meaning from such statement. To the contrary, any losses which have been caused to Starstruck are as a result of Chambers' failure to perform her duties as assigned by agreement of parties and the Operating Agreement. 15. Denied. It is specifically denied that McCormick has improperly converted any assets of Starstruck and strict proof at time of hearing is demanded. 16. Denied. To the contrary, any liability incurred by Chambers as well as McCormick will be as a result of Chambers' failure to perform her duties for Starstruck. 17. Denied. As stated in response to Paragraphs 9 and 15, it is specifically denied that McCormick is using business assets for her personal use. Strict proof at time of hearing is demanded. 18. Denied. To the contrary, McCormick has been exposed to financial risk as a result of Chambers' failure to fulfill her duties on behalf of Starstruck. Strict proof at time of hearing otherwise is demanded. 19. Denied. It is denied that any actions of McCormick have caused or continue to cause irreparable losses to the business assets or income. Strict proof at time of hearing is demanded. 20. Denied. To the contrary, McCormick is the sole member of Starstruck who is involved with the day to day operation of the teaching of dance students. It is McCormick's talent and experience in dance which has established Starstruck's clientele. As a result of personal and vindictive actions of Chambers, Starstruck's 58106.1 3 " " - "' ,--".1..,,, enrollment has decreased as Chambers has convinced students to disassociate from Starstruck in violation of her fiduciary duties to Starstruck. 21. Denied. The averments of this paragraph are specifically denied and strict proof at time of hearing is demanded. To the contrary, the actions of Chambers have served to significantly and irreparably harm the goodwill and reputation of Starstruck, which goodwill was established by the experience, talent and teaching of McCormick and not Chambers. 22. Denied. It is denied that McCormick is insolvent. Strict proof at time of hearing is demanded. 23. Denied. The averments of this paragraph constitute a conclusion of law to which no responsive pleading is required. 24. Denied. The averments of this paragraph constitute a conclusion of law to which no responsive pleading is required. 25. There are no factual averments contained in this paragraph which require a responsive pleading. To the extent that a responsive pleading is required, the averments contained in subparagraphs a. through g. are denied. 58106,1 4 . ' " ~ II,,~. _" ~_ WHEREFORE, Answering Respondent, Jennifer McCormick, requests this Honorable Court to deny the requested preliminary injunction and set forth a case management order to resolve the complaint issued in this matter. Respectfully submitted, LATSHA DAVIS & YOHE, P.c. Dated:~ (~u:L~ Glenn R. Davis Attorney I. D. No. 30140 P. O. Box 825 Harrisburg, P A 17108-0825 (717) 761-1880 By Attorneys for Respondent, Jennifer McCormick 58106.1 5 1"'1 I 1 I i 1 I I - - .-<_ 1- :1", ' 0"'", i!~_ i VERIFICATION The undersigned hereby verifies that the statements of fact in the foregoing are true and correct to the best of my knowledge, information and belief. I understand that any false statements therein are subject to the penalties contained in 18 Pa. C. S. S 4904, relating to unsworn falsification to authorities. Dated: 0& /02.9 /00 I , r ~ ffl C Co./l/?'U 'oIU nnifer ~Cormick ",. OPER>\ TING AGREEMENT OF STARSTRUCK STUDIO OF DA.NCE, LLC The undersigned, being the members of Starstruck Studio of Dance, LLC (the "Company"), do hereby enter into this Operating Agre=ent (this "Agreement"), as m=bers (the "Members"). The Members hereby form a limited liability company pursuant to and in accordance with the Limited Liability Compan:. Law of the State of Pennsylvania, as amended from time to time (the "LLCL"), and hereby agree as follows: 1. Name, The name of the limited liability company formed hereby is Starstruck Studio of Dance, LLC. 2. Term. The term of the Company shall continue unless tenninated in accordance ,,"ith the LLCL 3. Purpose. The Company is formed for the purpose of engaging in any lavdUl act or acti\~r:; for which limited liability companies may be formed under the LLCL and engaging in an:" and all activities necessary or incidental to the foregoing. 4. Members. The name and the mailing address of the members are as follows; Name Address Sharon A. Chambers 6339 Pennsboro Drive, Mechanicsburg, P A 17055 Jennifer McCormick 876 Mandy Lane, Camp Hill, PA 17011 5. Percentage of O",nership. Name Jennifer McCormick Sharon A. Chambers The percentage of ownership of the Company is as follows; Percenta~e 51% 49% The M=bers agree that all required filings and documentation will be drafted or amended to reflect the above agreed upon ownership percentages of the Members. 6. Powers. The business and affairs of the Company shall be managed by the Members. The M=bers shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutOIY or otherl^~se. possessed by m=bers under the LLCL, and including (but not limited to) the following. All class lessons, instruction, supervision of employees, choreography, recital preparation and rehearsal, costume selection and ordering, parental disputes, and any and all affairs Telated to the daily operations of dance instruction at the studio will be managed solely by Jennifer McCormick. All inventory purchases for incidental dancewear to be sold at the establishment and the determination of its retail price must be approved by Sharon Chambers. Sharon Chambers must approve all employee hires, terminations and non-member compensation arrangements (mcluding any and all independent contractor arrangements). 1 '" ,",'" . , ,I. ". Sharon Chambers ~-ill be responsible for the filing of all federal, state and local income tax, sale~ tax, and employment ta., returns and other related bookkeeping and accounting services. 7. Capital Contributions. The Members estimate they have contributed to the Company the following amounts, in the form of cash, property or services rendered as of the date of this agreement (see Schedule A attached); Sharon Chambers: Jennifer McCormick: Cash and start up costs: $26,3()() Cash and start up costs, equipment and customer list $30,975 8. Additional Contributions. No Member is required to make any additional capital contribution to the Company. (?Jb/,ct -+r f, (Id, Return of Capital Investment. It is agreed between the Mem~ Sharon Chambers has provided an estimated cash start-up contribution of $26,300Iwhich, in addition to the $6,575 (25% of the $26,300), shall be repaid to her by the Company in total ($32,875) v.>ithin five years of the execution date of the Agreement. It is agreed that this estimated amount ($32,875) constitutes Member Sharon Chamber's ownership interest in the Company. Mer three (3) years from the execution date of this Agreement, Member Sharon Chambers agrees that she will resign/withdraw both as an active participant in the business and as a Member of the Company, retaining only her status as a creditor of the Company, with regard to monies still due her, based on her initial cash contribution. Such resignation/withdrawal will not affect the ability of the Company to continue to operate or exist. If, at the time of the resignation/v.>ithdrawal of Member Sharon Chambers any amount of the $32,875 as set forth above remains unpaid, a two-year repayment agreement with equal monthly payments will be executed between the Company and Sharon Chambers for the unpaid balance. It is hereby further agreed that Member Jennifer McCormick will also execute the aforesaid two-year repayment agreement in the capacity of a personal guarantor. On such date that the sum of $32,875 has been paid in full, Sharon Chambers will execute an appropriate release as to receipt of monies received. ff.';-e..v') ~ 9. 10. Allocation of Profits and Losses. The Company's profits and losses shall be allocated in proportion to the capiral contributions of the Members or as so determined by the Members. 11. Guaranteed Payments. Jennifer McCormick will receive a guaranteed payment for the first. six months of operation (September 1999 - February 2000) in the amount of $100 per week. Jennifer McCormick will receive a guaranteed payment for the second term of operation (March 2000 - June 2000) in the amount of $200 per week. After the first year the guaranteed p~ents for Jennifer McCormick will be re-assessed by the Members. 12. Other Member Rights Any Member's children may enroll in an unlimited number of dance classes at no charge if they so chose. J L- ;',~o" -__~, __l ,L,o.;.,.. {"'&I I I I 13. Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members in the same proportion as their then capital account balances. 14. Assignments. A Member may not assign in whole or in part his limited liability compan,' mterest, 15. Withdrawal of a Member. A Member may withdraw from the Company in accordance with the LLCL. 16. Admission of Additional Members. One or more additional members of the Company may be admitted with the consent of a majority of the Members. 17. Liability of Members. The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the LLCL or as specifically provided in this agreement, 18. Exculpation of Managers. A Manager shall not be liable for any breach of duty in such capacity, except that if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that with respect to a distribution to Members his or her acts were not performed in accordance with the LLCL. . 19. Governing Law. This Agreement shall be governed by, and construed under, the laws of tlie State of Pennsylvania, all rights and remedies being governed by said laws. 20. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, no other representations or covenants having induced any party to enter into this Agreement. 21. Severability. If any or more of the provisions contained in this Agreement shall for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other document. In wimess whereof, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the _ day of December, 1999. WCflYfI)' /) ~-'h' j7/.4~~ Sharon A. Chambers Wimess ~(Jl/~AA1A'rV . e cCormick 3 ,.-;" ._,"",~ I" ~bt,j SCHEDULE A Estimated as of 9/2/99 Sharon T ennifer Total Chambers McCormick Contributions TOTAL CASH $26,290.81 $30,975.00 $57,265.81 CONTRIBUTIONS Jack Barton Construction 6,000.00 6,000.00 First month's rent 2,600.00 2,600.00 Security deposit (two months) 4,300.00 4,300.00 Recital and Costume loans 7,500.00 7,500.00 Estimated value of class list 10,000.00 lC~JO:;.J: -. ,. \ 60J.08 7.....,." 1'''''\ 1.:-'::2. J: L.arpet \ estimate j , -',-.\.,1.. Mirrors (estimate) 3,67C.00 3,67:.0: Jack Barton Construction 5,900.00 5,900.00 Jack Barton, additional electrical 500.00 500.00 floor install 950.00 950.00 Barres, rosin, etc. 849.00 849.00 Insurance WC and liability 487.00 487.00 Corporate Filing Fees 317.00 317.00 Attorney; lease review 408.00 408.00 Ttles 1,021.63 1,021.63 Construction supplies: Home Depot 271.90 271.90 Garcia & Kauffman Painting 1,380.00 1,380.00 Advertising; shopper 399.60 399.60 Rite Aid (reimbursed to Jennifer) 91.42 91.42 music keys 150.00 150.00 pemuts 100.00 100.00 Signs Now 798.00 798.00 Ollies-wmting room chairs 90.00 90.00 Ollies-wallpaper/paint etc. 53.96 53.96 Home Depot - paint 30.32 30.32 Home Depot - paint 173.08 173.08 Home Depot - paint 49.90 49.90 Gym Equipment 2,500.00 2,500.00 Stereo Equipment 1,300.00 1,300.00 Desk 300.00 300.00 Computer Desk 100.00 100.00 Shelving 500.00 500.00 Waiting Room Chairs 175.00 175.00 Music 3,000.00 3,000.00 ~ ~, -- , '." ., Jjl~. CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Response to Petition for Preliminary Injunction has been served by first-class, United States mail, postage prepaid, upon the following: Anthony J. Nestico, Esq. Nestico, Korposh & Druby, L.L.P. 475 West Governor Road Hershey, PA 17033 Dated: ~'~cD ~..~~ Glenn R. Davis -...... ;, ~ < ~-, ~ -, , ~- '-......-r'~~-....ii'till!rtlil!<<~_~,;~.... ~~ iIIli ~ , - JdiiiiIl" ,~~ .- " - ~ ~"A O~"~ 0 .=-. ~" .'" ~- I!l~-""""""-"" " (") 0 0 C CJ "Tt s: C_ _.,-~ -o,n G f'lr-!;-'l ~-l-l~ r-- ~s~ LO -:-1r""i1 c::> ~~~~ -:.~ -::'~I <. ,-) ~,-." -0 .,."rl --'_ +-n ~o J'; 0- -_0 -t:J ~ om :P'c ._~ ~ ....I ~ ~ ~ ~" 1_ SHERIFF'S RETURN - REGULAR CASE NO: 2000-03150 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND IN RE STARS TRUCK STUDIO OF VS CPL. TIMOTHY REITZ , Sheriff or Deputy Sheriff of Cumberland County, Pensyl vania , who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon MCCORMICK JENNIFER the DEFENDANT , at 0018:30 HOURS, on the 13th day of June , 2000 at STARSTRUCK STUDIO OF DANCE 6108 CARLISLE PIKE MECHANI CSBURG , PA 17055 by handing to ADRIENNE JUDSON (INSTRUCTOR) a true and attested copy of COMPLAINT & NOTICE together with PETITION FOR PRELIMINARY INJUNCTION and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge 18.00 6.20 .00 10.00 .00 34.20 So A;::fJ/~<~i R. Thomas Kline 06/15/2000 NESTICO & KORPOSH Sworn and Subscribed to before By: me this {, ~ day of ~;LQVU . A.D. ~R (;I /1"IJ~': -' ~ othonotary / I'- , MAY 2 ~ 200~ IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. ~ aJ-3)g) iwJ ~ APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER ORDER AND NOW, THIS _ day of _,2000, upon consideration of the foregoing Petition for Preliminary Injunction, it is ORDERED that the Petition is GRANTED: 1. Respondent Jennifer McCormick, a member of the Starstruck Studio of Dance, is hereby enjoined from: a. Collecting any sums due or owing to Starstruck; b. Accessing any Starstruck account or fund for any purpose; c. Issuing any checks or drafts or otherwise withdrawing any funds from any account containing any funds inuring to Starstruck from any source; d. Incurring any debt on behalf of Starstruck; and e. Ordering or purchasing any goods or services on behalf of Starstruck; 2. In addition, Respondent Jennifer McCormick is directed to identiJy and surrender to Petitioner all books, accounts, records, statements, bank registers, checking accounts and checks, accounts payable and receivable Ilnd all other accounts and records relating to Starstruck. '''^ -" 'Ji;,_~\ , IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. tNJ. 3iS7> APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER RULE TO SHOW CAUSE AND NOW, THIS ~ day of $.... ,2000, upon consideration of the foregoing Petition for Preliminary Injunction, a RULE is issued upon Respondent, Jennifer McCormick, to show cause, if any, why the relief requested by Petitioner Sharon Chambers should not be granted. RULE RETURNABLE ~ days after service J. ~ L- 9 -00 ~K8 ~ ...... -~~ ~"- ~ ,,~ ~ ~, ,...",,_~~~""''''''~_ff.f'l!i~, f} --'.. d'fC:.r ;?:}fJj ;::('".::::' &,~?.-, ~ ,,,~.' j;, C'::c <,C") ~o ~ :;; [5 f::: ~ I 0:> ;r;", :.: is -. -. 0., _h .l~D ~~_ .",~=",e!lllll!l_ Q '1 ';:f /7):!1 _ f'o' -Q'J7 o"c::, ~:~ r .)"1,Q !:-s:i:f -~O drr, o};j .::t> -" >""'"~',. I,. , -1-'.,-, 3. This ORDER shall become effective immediately and shall remain in effect until otherwise Ordered by this Court. 4. Respondent shall have 5 days to comply with the affirmative directives of this ORDER. J. 2 ~ - . , IN RE: ST ARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. tb - 3 ISO &ttJ APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECENER PETITION FOR PRELIMINARY INJUNCTION AND NOW, Sharon A. Chambers, a member in Starstruck Studio of Dance, L.L.C., by and through her undersigned attorneys, hereby files this Petition for a preliminary Injunction and avers in support thereof the following: 1. Petitioner concurrently herewith filed a Complaint seeking equitable and legal relief. A copy of said Complaint is attached hereto as Exhibit "A". 2. On or about August 1, 1999, the Starstruck Studio of Dance, L.L.c. (hereinafter "Starstruck") was established as a Pennsylvania Limited Liability Company. 3. The members of Starstruck are Sharon A. Chambers (hereinafter "Chambers"), Petitioner herein, and Jennifer McCormick (hereinafter "McCormick"). 4. There are no other members of Starstruck. 5. The members did not execute an operating agreement. 6. Starstruck is a dance studio offering instruction in various dance disciplines. 7. Chambers contributed the total sum ofFORTH THREE THOUSAND TWO HUNDRED FIFTY ONE ($44,251.00) dollars in cash to Starstruck since Starstruck was established. j~\~:m.';.j . 8. McCormick contributed the stun of FOURTEEN THOUSAND THREE HUNDRED TWENTY ($12,320.00) dollars in cash to Stars truck since Starstruck was established. 9. McCormick has withdrawn EIGHT THOUSAND FIVE HUNDRED SEVEN ($8,507.00) dollars from Starstruck since January 1,2000, which withdrawals Chambers believes and therefore avers are for McCormick's personal use and not for any legitimate business expense. 10. McCormick has had continuous, exclusive possession of Starstruck's accounts, books and records. II. McCormick has refused to provide Chambers with an accurate or complete statement of accounts and records, and other information, despite Chamber's repeated requests. 12. McCormick's refusal to provide the required information in a timely fashion has resulted in Starstruck incurring fines and penalties as regards tax filings. 13. Chambers believes and therefore avers that McCormick has failed to timely pay Starstruck's liabilities, including rent. 14. McCormick has so misconducted herself and Starstruck as to cause a loss to Starstruck. 15. McCormick has improperly converted Starstruck's assets to her personal use. 16. Chambers may be liable for additional taxes, interest and penalties as a result of McCormick's failure to properly maintain business records. 17. Chambers believes and therefore avers that McCormick is using business assets for her personal use. 18. Chambers has been and will continue to be exposed to harm and financial risk and liability if McCormick is permitted to continue to have possession or control over Starstruck's assets. 2 19. McCormick's actions have and will result in continued, irreparable losses of business assets and income. 20. McCormick's actions have and will continue to result in a decrease in the number of dance students of Starstruck. 21. McCormick's actions have and will significantly and irreparably harm the good will and reputation of Starstruck and its members, thereby causing further financial loss to the business and its members. 22. Chambers believes and therefore avers that McCormick is insolvent. 23. A preliminary injunction is necessary to protect Starstruck and fmancial interests of Starstruck and Chambers. 24. Chambers will suffer immediate and irreparable harm if McCormick' s actions are not enjoined. 25. Petitioner respectfully requests that this Honorable Court enter a preliminary injunction as follows: a. Prohibiting McCormick from collecting any sums due or owing to Starstruck; b. Prohibiting McCormick from accessing any Starstruck account or fund for any purpose; c. Prohibiting McCormick from issuing any checks or drafts or otherwise withdrawing any funds from any account containing any funds inuring to Starstruck from any source; d. Prohibiting McCormick from incurring any debt on behalf of Starstruck; e. Prohibiting McCormick from ordering or purchasing any goods or services on behalf of Starstmck; 3 I. -J" o>.J_~L' f. Directing McCormick to identify and surrender to Chambers or a receiver appointed by this Honorable Court all books, accounts, records, statements, bank registers, checking accounts and checks, accounts payable and receivable and all other accounts and records relating to Starstruck. g. Scheduling a hearing for the appointment of a receiver as requested in the Petitioner's attached Complaint, filed concurrently herewith. Respectfully submitted, Nestico, Korposh & Druby, L.L.P. Date: s~ )).r-OcJ 4 ~'., '",';". ~ L ""'''111111]' r -,""_w,..L_"""""-'~:"'"'''-'',^,-''_L_,r_'~''''''''' ...........1lIIlIIIIIIIMII ... ~'''''.'"''' ~,",-,~ . Iiiiit"'~'"-... ti!I<~ flliiliilliilllillliDl () 0 () C CO "'1 = Co ::: ~,~ '~f~ ::;:;1"70- " -< '''il P '"'> ~1~ - " h.J ~.: , -. L";:, (-~-: -~- )> c": 1'.> 0 m 2: .~.) :r;.j =< :0 CJ -< ~ .:; I ~& IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. : IN THE COURT OF COMMO PLEAS : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 60- 3JS{) ~ APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER NOTICE 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 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 LAWYER REFERRAL SERVICE COURT ADMINISTRATOR 4TH FLOOR, CUMBERLAND COUNTY COURTHOUSE CARLISLE, PA 17013 (717) 240-6200 - - "" I _ ~ '.1. NOTICA LE HAN DEMANDADO A USTED EN LA COURTE. Si usted quiere defenderse de estas demandas expuestas en las paginas siquientes, usted tiene viente (20) dias de plazo al partir de Ian fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita 0 en persona 0 por abogado y archival en la corte en forma escrita sus defensas 0 sus objeciones a law demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso 0 notificacaion y por cualguier queja 0 alivio que es pedido en la peticion de demanda. Usted puede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTE. SI NO IlENE AGOGADO 0 SI NO I1ENCE EL DINERO SUFICIENTE DE P AGAR TAL SERVICIO, VA Y A EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUY A DIRECCION SE ENCUENTRA ESCRlT A ABAJO PARA A VERlGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. CUMBERLAND COUNTY LAWYER REFERRAL SERVICE COURT ADMINISTRATOR 4TH FLOOR, CUMBERLAND COUNTY COURTHOUSE CARLISLE, PA 17013 (717) 240-6200 .-. j,~ "'","&<il,- IN RE: STARSlRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. dv - 3/CS1) C,;;J ;.eur- APPLICATION OF MEMBER FOR LIMITED LIABILITY i COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER COMPLAINT AND NOW, Sharon A. Chambers, a member in Starstruck Studio of Dance, L.L.C., by and through her undersigned attorneys, hereby files this Application for Dissolution and Appointment of Receiver, pursuant to 15 Pa. C.S. ~8972, and avers in support thereof the following: 1. On or about August 1, 1999 the Starstruck Studio of Dance, L.L.C. (hereinafter "Starstruck") was established as a Pennsylvania Limited Liability Company. 2. The members of Starstruck were Sharon A. Chambers (hereinafter "Chambers"), your Applicant herein, and Jennifer McCormick (hereinafter "McCormick"). 3. There were no other members of Starstruck. 4. The members did not execute an operating agreement. 5. Starstruck is a dance studio offering instruction in various dance disciplines. 6. Chambers contributed the total sum of FORTH THREE THOUSAND TWO HUNDRED FIFTY ONE ($44,251.00) dollars in cash to Starstruck since Starstruck was established. 7. McCormick contributed the sum of FOURTEEN THOUSAND THREE HUNDRED TWENTY ($12,320.00) dollars in cash to Starstruck since Starstruck was established. I.. I., -";'illli.ii 8. Both Chambers and McCormick have contributed miscellaneous personal property to Starstruck. 9. McCormick has withdrawn EIGHT THOUSAND FIVE HUNDRED SEVEN ($8,507.00) dollars from Starstruck since January 1,2000, which withdrawals Chambers believes and therefore avers were for McCormick's personal use and not for any legitimate business expense. 10. McCormick has had exclusive control of Stars truck since its establishment. II. McCormick has had continuous, exclusive possession of Starstruck' s accounts, books and records. 12. McCormick has refused to provide Chambers with an accurate statement of accounts and records, despite Chamber's repeated requests. 13. McCormick has refused to provide information to Chambers which information is necessary to prepare and file employer and income tax returns. 14. McCormick's refusal to provide the required information in a timely fashion has resulted in Starstruck incurring fines and penalties. 15. Chambers believes and therefore avers that McCormick has failed to timely pay liabilities of Starstruck, including rent. 16. McCormick has failed to pay Starstruck's rent for the months of April and May, 2000. 17. Chambers believes and therefore avers that Starstruck is in arrears as regards its other liabilities. 18. McCormick has so misconducted herself and Starstruck as to cause a loss to Starstruck. 19. McCormick has improperly converted business cash assets to her personal use. 2 I. I~ L- <. ", 20. McCormick has purchased merchandise with Starstruck assets, which merchandise was converted for McCormick's personal use. 21. Chambers loaned McCormick $7,877.00 at the time Starstruck was establish. 22. The loan Chambers made to McCormick was to be used for capital improvements to Starstruck premises. 23. McCormick has failed to use the Chambers loan proceeds for the purposes for which they were intended. 24. McCormick has failed and refused, despite Chamber's demands, to repay the said loan. 25. McCormick has demonstrated that she is financially irresponsible, and that unless the said company is dissolved, further and greater losses will be inflicted upon Chambers and the said business by the acts of McCormick, to the great and irreparable loss of the Chambers. 26. McCormick has failed to maintain proper business accounts and records. 27. Chambers may suffer fmes and penalties as a result of McCormick's failure to maintain proper business records. 28. Chambers may be liable for taxes, interest and penalties as a result of McCormick's failure to properly maintain business records. 29. The dissolution of the company and appointment of a receiver are appropriate in this matter. 30. Counsel for Chambers respectfully suggests that Mark W. Witzig, Esquire, be appointed receiver for Starstruck. 31. Attorney Witzig is knowledgeable in matters of winding up a business such as Starstruck. 3 - . '.'- , . ~ ~" 32. Attorney Witzig has agreed to serve as receiver if appointed by this Honorable Court. 33. Attorney Witzig's hourly rate for his services is $135.00 for aU work performed on behalf of Starstruck. WHEREFORE, Applicant Sharon A. Chambers respectfully requests: (a) That a dissolution of said business be decreed. (b) That Jennifer McCormick be, pending this Application specially, and on final hearing perpetually, restrained from buying, selling, or collecting for Starstruck, from taking any of its goods or cash, from purchasing in the firm name, and from interfering in any manner with said firm or its business or property. (c) That an account be stated of all the company's transactions and dealings, and that Jennifer McCormick be decreed to pay to Sharon Chambers what shall, upon such accounting, appear to be due to her. (d) That attorney Mark W. Witzig be appointed receiver to take charge of said business and its books, property, and business. (e) That Attorney Witzig prepare a report detailing the current status of the company's affairs, and proposing the winding up and dissolution of the company and distribution of its assets, including a recommendation of the amount, if any, owed to Chambers by McCormick as a result of her mismanagement of the company. (f) That the receiver be indemnified and held harmless by Starstruck, Chambers, and McCormick for all of his actions except any actions constituting gross negligence or intentional wrongdoing. 4 iJP. ~I l" - (g) That the Court Order any other relief it deems just and appropriate. Respectfully submitted, Nestico Korposh & Druby, L.L.P. f /~/cv ( . Date: 5 OS/26/2000 14:35 FROM : 71 79615551 AMFM INC PH:lNI! 1-0. ': 71 ~=4S:!l PAGE 01 May. l~ 2000 03:.4PM PI4 VIl"lrlCATION I verify that the stlItemcn1S made in this Complaint are lNe and ~Orte\1\' r understand that fabo statementS berein are made subject to the penalties of IS Pa, C,S, ~4904 rellltin& to \lMwom famflCatioll w authorities. Da&e: 5"//9! (jo ~!1(J~ oil Charobon; ~~ """...,.oJ'" > ~ ,~lJ~_iIlIii~~~i""IWiJl:.W_,.i0iAj~>.!:!~~~;j!i'H_"ililliHlllillit.,i" iMllHllIII!8W~"~- ~ ~ ~ ~ ~ ~ ~\ \\1 ~ , ~ t .~>. ,- ^ ~~ 'n& B ~\ ~ l ."""""'""~~ % ~~ ~ ~...~ ,- '."C' t~i} ~~~: -~.' , C/::','-' ~~~: ~~: ~~~: >~= ~~7 c' :0~ _...-i -< ('J C:. ~ C; -01 '-.~-;:' .-;"\~~ - ,-;f Q o ..,':,----:-l );;::.:.:: - ,.. ~, .J ~:5 rn !:> :D -< ['..) ,......) ,) ::.J: !,-.j (l" . .-,',,'. ',- "',"- IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER CIVIL ACTION - LAW NO. 00-3150 CIVIL TERM IN RE: PLAINTIFF'S REQUEST FOR THE APPOINTMENT OF A LIQUIDATING TRUSTEE ORDER OF COURT AND NOW, this 15th day of September, 2000, further hearing herein is continued generally pending discontinuance of this action in accordance with the agreement of the parties as announced in open court. By the Court, Anthony J. Nestico, Esquire For the Petitioner -// L Hess, J. :bg ~ (\_:y> ~ ,00 L.<< C\\~ Glenn R. Davis, Esquire For the Respondent ~ "' ~ -" i'< '~ ~r l~ il 't ';1 i'il (" :Jl 'j) '"", - -" -~ '2,'1'. , " ~.. ~~ft~___ , _~ __1' FilEl1-0fFiGE (1': <c:~ i'C!111-Y"IO""RV .....-1 ' '" h' 11 ,)!' ~I-" ,1 00 SEP 15 PH 2.: 39 CUMB!:RL;\HO COUNTY PENNSYLVANIA _, ~,_~~~1"ff'f~~w~,~, ; ,I' ",...1!!!'IL ,,--_".,- ..!!!t'J IN RE: STARS TRUCK STUDIO OF DANCE, L.L.C. APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER .. ~, - , "n..' J.- ~- , , IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL CIVIL ACTION - LAW ORDER 'z... AND NOW, this day of October, 2000, hearing in the above matter is set for Monday, December 4, 2000, at 9:30 a.m. in Courtroom Ntunber 4, Ctunberland County Courthouse, Carlisle, P A. Anthony J. Nestico, Esquire For the Petitioner Glenn R. Davis, Esquire For the Respondent :r1m BY THE COURT, Kev' ,/l/c. .H'~c~ ~ 11J-/3-00 A){5 _0_ .w il !ii !n ii 1*1 "I '" !h ':,','1' , if :L ,~, ,. ',rl .,'-~.~,'~ '-',-, T-j-.'C1 -~,.-,-, ,<. ,...,"',- ~, ~. ~ ~- ." ':'~'ThHY ;'i(: (',......;- .'; 1 2:: 7 ~ CUhi:~,.i~r:;, :>.1:'.', I'f",: 1'1'1'\/ '.-'1- '-' ',' ,\..... ';' 'L;\! I PEf\j;\!SYLV/\NJ.(.\ ' . -.- .~,lM~";~~~~",n;j'''''~~am!I_ 1'!1 ~ , -~ ~ !IP'1!(f"':<; ,- IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL CIVIL ACTION - LAW APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER IN RE: PETITION TO WITHDRAW AS COUNSEL ORDER AND NOW, this 2/!! day of February, 2001, a rule is issued on the parties to show cause why the relief requested in the within petition ought not to be granted. This rule returnable ten (10) days after service. BY THE COURT, Glenn R, Davis, Esquire For the Respondent t~ 3'0\ o ')-' ')- ~~ Anthony 1. Nestico, Esquire For the Petitioner :r1m ~ . '" ,;~ " , ,.>. ~. ,~"".- " _,_"_~~l\i!!l"- -~"", " ~ ~ "~""'" _" _'M_ '_"+'",,',,"",.,~ .~,,,. ~ - ~ =,~ .,= "'" ;1', i~:7';~ 't"1 ,ri.,~, .'i. ii.}; ;; 5 \"!I, in'.,' !..- CU1'il::',l:j-:~J ..,:\~) CCXJNTY PENN3YLV!\:~lr\ ~ -'~ ~ , ,""'rIlWIl'M~.i!le~'ffi~,j'i'lI":'~~~1IJ!lI!l ~.~~,..""'''''.,., 1..~",1!II! " '-0' l'o . 1-,. , fEB 1 6 20~ IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 00-3150 CIVIL APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER IN RE: PETITION TO WITHDRAW AS COUNSEL ORDER OF COURT AND NOW, this day of , 2001, The Petition of Nestico & Druby for leave to withdraw as counsel for the Petitioner, Sharon Chambers, is hereby GRANTED. By the Court, J. Anthony J. Nestico, Esquire For the Petitioner Glenn R. Davis, Esquire For the Respondent ,~-~ N" L-..~ . !N RE: STARS TRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 00-3150 APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER NOTICE TO PLEAD YOU ARE HEREBY NOTIFIED TO PLEAD TO THE ENCLOSED NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A DEFAULT JUDGMENT MAY BE ENTERED AGAINST YOU. Respectfully submitted, NESTICO & By: d-}-/Ol 'stico Attorney . No. 58868 840 East Chocolate Avenue Hershey, Pennsylvania 17033 (717) 533-5406 (71 7) 533-5717 Attorney for Plaintiff "' . ~ ~'~ , IN RE: STARSTRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA NO. 00-3150 APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER PETITION OF NESTlCO & DRUBY FOR LEAVE OF COURT TO WITHDRAW HIS APPEARANCE AS ATTORNEY FOR PETITIONER I. On or about May 3, 2000, the Petitioner in the above-captioned matter, Sharon Chambers, requested that the undersigned attorney represent her in an action with regard to Starstruck Studio of Dance, L L C. 2. The undersigned attorney agreed to represent Petitioner on an hourly rate of$125.00 per hour. Petitioner was also to pay for all costs incurred. A copy of the fee letter is attached as Exhibit "A". 3. The Plaintiff did agree to the above fee arrangement and assured the undersigned that she would be paying the fee on a monthly basis. 4. In reliance upon the above, the undersigned attorney did in fact agree to represent the Petitioner and did on May 22, 2000, file a petition in the above-referenced matter. 5. Petitioner has stopped paying for the legal services the undersigned is .- . providing. Petitioner's last payment to the undersigned was made on July 17,2000. Petitioner currently owes the undersigned $3,017.60. 6. Despite repeated demands, Ms. Chambers has failed and refused to pay the remaining balance toward the fee that she agreed upon. 7. The undersigned attorney can not in good faith continue to represent Ms. Chambers for the above reasons and also due to the fact that the undersigned believes that the attorney-client relationship has been broken. WHEREFORE, the undersigned attorney respectfully requests This Honorable Court grant him leave to withdraw his appearance as attorney for Petitioner. Respectfully submitted, NESTlCO & DRUBY, L.L.P. eJ- 9,01 By: Anthony 1. Nes t Attorney J.D. No. 58868 840 East Chocolate Avenue Hershey, Pennsylvania 17033 (717) 533-5406 (717) 533-5717 Attorney for Plaintiff CERTIFICATE OF SERVICE I, Larissa Zearfoss, Paralegal from the law firm of Nestico & Druby, L.L.P., hereby certifY that on the 9th day of February, 2001, a copy of the foregoing document was sent via First Class U.S. Mail, postage paid, to the following: Glenn Davis, Esquire Latshaw Davis & Yohe, P.C. 4720 Old Gettysburg Rd. Mechanicsburg, Pennsylvania 17055 Ms. Sharon Chambers 6339 Pennsboro Drive Mechanicsburg, Pennsylvania 17055 i'. ~!l1nlnlllr~ ~ JLariSSa Zear 0 . . . NebJCO, Korposh & Druby, LLP Attorneys At Law Anthony J. Nestico }v.lichaeIJ.JCorposh Richard B. Druby Merrill H. Jacobson Ann F. DePaulis, Of Counsel G. Bryan Salzmann, Of Counsel David C. Clipper, Of Counsel 475 W. Governor Road Hershey; PA 17033 Phone: 717-533-5406 Fax: 717-533-4483 ajn2@aol.com Harrisburg Office 317 North Front Street Harrisburg, PA 17101 Phone: 717-260-0150 Fax: 717-260-0203 rnkorposh@paonline.com May 3, 2000 Ms. Sharon Chambers 6339 Pennsboro Drive Mechanicsburg, Pennsylvania 17055 Re: Lel!:al Renresentation Dear Sharon: Thank you for asking me to represent you with regard to Starstruck Dance Studio. As we discussed, the rules of professional conduct which govem the conduct of attorneys in Pennsylvania require that I provide a written description to you of the manner in which fees for my services will be charged. This letter is written to satisfy that requirement. If the terms and conditions of my representation of you as set forth in this letter are satisfactory, please sign the extra enclosed copy and return it to me in the enclosed envelope. My fees will be based on the hourly rate of $125.00 per hour for attomey time spent on the case. In addition, my fees will include any costs I incur on your behalf, such as filing fees. Any additional fees, including professional fees, expert witnesses and the like, will also be your responsibility. My office wi!! invoice you on a monthly basis which will show costs and fees incurred on your behalf, and your current credit or balance. My invoices are due upon receipt. In the event your account becomes delinque~t, I reserve the right to te.nninate my representation. These terms may seem abrupt at the beginning of our professional reiationship, but the reievant rules require that all the terms of my representation be included in this letter. It is my strict policy to request an advance before undertaking any representation. However, because of your relationship with Ron, no advance will be required. I will bill my time and costs against this advance, and provide you with an accounting at the end of each month. If the terms of this letter are. acceptable to you, please sign the extra enclosed original and return it to me in the enclosed self-addressed, stamped envelope. Otherwise, if you have any questions regarding this matter, please do not hesitate to contact me. :J'gx~arr . . ' Ms. ShiITon Chambers May 3, 2000 Page 2 Thank you for the opportunity to be of service to you. Sincerely, NESTICO & KORPOSH, LLP AJN/mp Enclosure The terms of this representation letter are acceptable to me. Dated: ~/qloo . QU~- {J CNv;~1 Sh on Chambers ~, U i:l1il:" ,.~,.. ~.aiiIJI_!lJ!&,-","lm;~Hifu;::&~NililI~&!JIIj1~iW!i>l11f,;"-"e",,,<,;,,;:,,""~"""i-""r.Q".,,_,;";j~~1iill1d .,~ ~~, ~-" ~'~~~~~~~..,...... .., "-" . o~ " ~_ ~~' -~. . C) C~ C -ot~ -,., rnr'~:; 1'1 --,,- ?i f~( co -on en)':., , ,0 ~,~:~ (jl ,- :J; ';~:!Q ~i~;: ,) 'rl -~ co:' :"J <,'" ,'q 0 Z --I ~ '" '):::.-- -< co :n -<. . ~-=~ "C'" L~ , IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA IN RE: STARSTRUCK STUDIO OF DANCE, L.L.c. No. 00-3150 Civil APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER RESPONSE TO PETITION OF NESTlCO & DRUBY FOR LEAVE OF COURT TO WITHDRAW HIS APPEARANCE AS ATTORNEY FOR PETITIONER AND NOW, COMES, Respondent, Jennifer McCormick, a member in Starstruck Studio of Dance, L.L.c., by and through her undersigned attorneys, and hereby responds to the petition to of Nestico & Druby for leave of Court to withdraw his appearance as attorney for Petitioner as follows: 1. After reasonable investigation, Jennifer McCormick is without sufficient information or knowledge to form a belief as to the truthfulness of the averments contained in this paragraph. 2. Admitted upon information and belief pursuant to review of Exhibit" A." 3. Admitted upon information and belief after a review of Exhibit" A." 4. After reasonable investigation, Jennifer McCormick is without sufficient information or knowledge to form a belief as to the truthfulness of the averments contained in this paragraph. 5. After reasonable investigation, Jennifer McCormick is without sufficient information or knowledge to form a belief as to the truthfulness of the averments contained in this paragraph. "~ 6. After reasonable investigation, Jennifer McCormick is without sufficient information or knowledge to form a belief as to the truthfulness of the averments contained in this paragraph. 7. After reasonable investigation, Jennifer McCormick is without sufficient information or knowledge to form a belief as to the truthfulness of the averments contained in this paragraph. By way of further response, the following is offered by Respondent, Jennifer McCormick: 8. This matter was scheduled for hearing and disposition before this Honorable Court on two occasions, both of which were at the initiation of Sharon Chambers (hereinafter "Chambers"). 9. At the initial court proceeding, the parties represented to the Honorable Kevin A. Hess while in his chambers that the matter would be resolved by (1) Jennifer McCormick providing Chambers with a release from Chambers' rental property obligations with the lessor; (2) Chambers preparing and facilitating the filing of the LLC's tax returns; and (3) upon the occurrence of the first two, Chambers withdrawing this action. 10. Chambers asked for a rescheduled hearing before this Honorable Court which was then scheduled for December 4, 2000. 11. Prior to that hearing, Chambers again affirmed the agreement with Jennifer McCormick wherein Chambers would withdraw the pending petition for the appointment of receiver. See Exhibit" A" attached hereto. 64265.1 2 I I "~~ 12. Chambers through her attorney confirmed with the Court that this matter had been settled and that there would be a discontinuance of the matter. See Exhibit "B" attached hereto. 13. Respondent, Jennifer McCormick, has no objection to Attorney Nestico's withdrawal from this matter conditional upon the matter being discontinued in conformance with the representations previously made to this Court and the terms of settlement reached between the parties. 14. To allow this matter to continue with Chambers unrepresented by counsel and in violation of the agreement of settlement represented to the Court would serve to financially prejudice Jennifer McCormick. WHEREFORE, Respondent, Jennifer McCormick, respectfully requests that an order be issued dismissing this matter. Respectfully submitted, LA TSHA DAVIS & YOHE, P.e. Dated:~ By 8;Q..:-c,~ Glenn R. Davis Attorney I. D. No. 30140 P. O. Box 825 Harrisburg, P A 17108-0825 (717) 761-1880 Attorneys for Respondent, Jennifer McCormick 6426~.1 3 " .,,1, I"~",,-,-, ;.\" NESl1CO& DROOl LLP ATTORNEYSATLAW 840 East Chocolate A venue, Hershey, P A 17033-1213 Phone (71 7) 533-5406 Fax (717) 533-5717 www.nkd.baweb.com November 28, 2000 VIA TELEFAX (761-2286) and FEDERAL EXPRESS Glenn Davis, Esquire Latshaw Davis & Yohe, P.C. 4720 Old Gettysburg Road, Suite 101 Mechanicsburg, Pennsylvania J 7055 Re; Starstruck Studio of Dance, L.L.C. Dear Glenn: As you know, Gary Nalbandian has executed a Release discharging Sharon Chambers from any additional liability under the terms of the Lease Agreement between Starstruck Studio of Dance and Skyport Properties. At this point, it is my belief that there are no other issues necessary for resolution before Judge Hess on Monday. Consequently, J suggest that we remove this matter from his calendar. Finally, please consider this formal notice that Sharon Chambers hereby withdraws as a member of the Starstruck Studio of Dance, L.L.C. I look forward to hearing from you at your earliest convenience. Sincerely, NESTlCO & DRUBY, L.L.P. By: AJN/mp cc: Sharon Chambers 1_. . ";-" lATSHA DAVIS & YOHE, PC. PLEASE REPLY TO, WRITER'S E, MAIL Harrisburg gdavis@ldylaw.com Kimber L. Latsha Douglas C Yohe** Glenn R. Davis Kevin M. McKenna*** Jonathan M. Crist Barbara G. Graybill David C Marshall Steven M. Montresor* Christine L. Sudlow* Chadwick O. Bogar ATTORNEYS AT LAW December 4, 2000 Also admitted *NJ **NC, MD ***N}, OC Anthony J. Nestico, Esq. Nestico, Korposh & Druby, LLP 475 West Governor Road Hershey, PA 17033 VIA FACSIMILE AND FIRST-CLASS MAIL Re: Starstruck Studio of Dance, L.L.c. Our File No. 556-00 Dear Mr. Nestico: As a follow-up to our conversation of December 1, I understand that you will be contacting Judge Hess's chambers to indicate that there is no need for a hearing on Monday, December 4, I also understand that you will follow up that conversation with a letter to Judge Hess indicating that you are withdrawing your petition for the appointment of a receiver. We have also agreed that to move forward and finally resolve this matter, several events need to take place. First, the corporate tax return which has been prepared and is being reviewed by a New Jersey CPA will be provided to us for review and approvaL Thereafter, it will be filed on behalf of the corporation. Additionally, you will return all the business records and documents in both Ms. Chambers' and your position. After these occurrences, we have agreed to negotiate, in good faith, a mutual release between the parties which will include any and all obligations between them. Although we did not discuss the closing of the bank account, I would suggest that both Ms, McCormick and Ms. Chambers close the current account which, because it was opened jointly by them, will require both their signatures to close. POSt Office Box 825 . Harrisburg, FA 17108-0825 4720 Old Gettysburg Road,Suite 101' Mechanicsburg, PA 11055' (111) 161-1880' FAX (111) 161-2286 7 Gteat Valley Patkway, Suite 221 . Malvem, PA 19355 . (610) 251-6985 . FAX (610) 401-9265 3000 Aroium Way. SuIte 251 . Mt. Laurel. NJ 08054' (856) 231-5351' FAX (856) 273-6913 Maryland Telephone: (410) 727-2810 . [-. I-~ Anthony J. Nestico, Esq. December 4, 2000 Page 2 Once these items have been accomplished, I would see no further issues to address. In the event that we have missed any issues, please let me know immediately. We would hope to be able to review the tax return by no later than the end of this week. If that is not a possibility, please let me know immediately. Very truly yours, G9' .=z\Chb Glenn R. Davis /hs cc: Jennifer McCormick 62]92.] I ",I ,,' NESTleo & DRURY, LLP ATTORNEYS AT LA W 840 East Chocolate Avenue, Hershey, PA 17033-1213 Phone (717)533-5406 Fax (717) 533-5717 www.nkd.baweb.com December 1, 2000 VIA TELEFAX ONLY (717-240-6462) Honorable Kevin A. Hess Cumberland County Court of Common Pleas 1 Courthouse Square Cadisle, Pennsylvania 17013-3387 Re: In Re: Starstruck Studio of Dance Dear Judge Hess: The above referenced matter was scheduled for a hearing Monday, December 4, 2000 at 9:30 a.m. The parties have reached a tentative settlement in this matter which I anticipate will be finalized in the next two (2) weeks. Consequently, both Attorney Davis and J believe that the issues to be considered at Monday's hearing have become moot. We are therefore respectfully requesting that the matter be removed from your calendar. Once a settlement agreement has been executed, I will discontinue this matter entirely. Thank you for your consideration. Sincerely, AJN/mp cc: Glen Davis, Esquire (via telefaxonly (761-2286) Sharon Chambers By: 1-. 10 CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Response to Petition of Nestico & Druby for Leave of Court to Withdraw His Appearance as Attorney for Petitioners has been served by first-class, United States mail, postage prepaid, upon the following: Anthony J. Nestico, Esq. Nestico, Korposh & Druby, L.L.P. 475 West Governor Road Hershey, P A 17033 Ms. Sharon Chambers 6339 Pennsboro Drive Mechanicsburg, P A 17055 Dated: ;2 f~/o I I ~(.~ Glenn R. Davis ~ i1..l., ,- _1.liIiiiIDa._~IIii~- "~!!l "~""~",,,~_ldilIllIi:Mlti.lIiIj;Sl'"'~. ~ ~ , " ,,- ~i~l -~~'- '-'- ~~ ~.~,~ IiliMIlllI --- ii :,' i' I: " . if '{ " ii' I' " !i ,-' it :1 ! t , I :1: ! ~, ,"' 0 "J C '>;O~ '.." ---, " ,~- I"" l'; - I .~.;J L~_ " , -' :;.;' ;",,) (;~ , <.=, ~; .-.-- -, , ...,...~ C ~ () >. C :.....) C) Z "-) :p':~ :<' ::0 .-J -< .- - -" " '_~ 'i',' ,~- '". '~,-.' ,-- - '~-__""_ _4'"""",,,.'f~=~,~ ~~, ,_."",.__~ '" ~ ""'-~" L IN RE: STARS TRUCK STUDIO OF DANCE, L.L.C. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA , APPLICATION OF MEMBER FOR LIMITED LIABILITY COMPANY DISSOLUTION AND APPOINTMENT OF RECEIVER CIVIL ACTION - LAW NO. 00-3150 CIVIL TERM IN RE: PETITION TO WITHDRAW AS COUNSEL ORDER OF COURT AND NOW, this 16th day of April, 2001, the within petition for withdrawal of counsel is granted. By the Court, Anthony J. Nestico, Esquire For the Petitioner . AJ.. ~.6 \ L\' I * Chadwick O. Bogar, Esquire For the Respondent l~ :bg '. ~"""Uillilllmlr I I ~ ~ "",'. - -~', '. -, .-,-,,-, _' 1-." _ ,~ , ~ ','" "" 'I Ui fi, ,..:~ ~',; ',- <\ ,- , . ",' ;;: !.'." CJ,'/~[I'J/.;E;'';L\i{FJ:;\ir'!'r~i' ,_ 0 . " -,';'~ - ,"-- "T" - " ,,"'~ ",,~~""!!lJ';1";~~l!i~__'r" o-')~'""7_"".