HomeMy WebLinkAbout97-01477
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CERTIFICATE AND TRANSMITTAL OF RECORD
UNDER
PENNSYLVANIA RULE OF APPELLATE PROCEDURE 1931 (c)
To the Prothonotary of the Appellate Court to which the
within matter has been appealed:
SUPERIOR COURT OF PENNSYLVANIA
THE UNDERSIGNED. Prothonotary of the Court of Common Pleas
of Cumberland County. the said court being a court of record.
do hereby certify that annexed hereto is a true and correct copy
of the whole and entire record. including an opinion of the court
as required by PA R.A.P. 1925. the original papers and eXhibits.
if any on file. the transcript of the proceedings. if any. and the
docket entries in the fOllowing matter:
q,.
Case No. 1477 Equity Term: No. 543 HOG 1997
PENN PEST. INC.. A PENNSYLVANIA CORPORATION
VS.
FRAriK DEITCH AND SAMUEL DEITCH AS INDIVIDUALS:
FRANJt DEITCH AND SAMUEL DEITCH
TIA DEITCH BROTHERS PEST CONTROL:
FRANJt DEITCH AND SAMUEL DEITCH tie
PENN PEST OF CARLISLE. INC.. A PENNSYLVANIA CORPORATION
The documents comprising the. record have been numbere~
from No. 1 to No. 229 . and lIttached hereto as Exhibit A is a
list of the documents correspondingly numbered and identified with
reasonable definiteness. including with respect to each document.
the number of pages comprising the document.
The date on which the record has been trar.smitted to the
appellate court is August 19. 1997
Received in Supericr Court
ISed of Court) AUG zl '991 ~ t. ),:/i.l;~/~
. Prothonotary
HAKKI~URu
An additional copy of this certificate is enclosed. Pl.ase
si~ end data copy. thereby acknowledging receipt of this record.
RaCOIO llECKlVEO:
Date:
.'t/;/C( (.i~:~/~;:>~' title)
CERTIFICATE AND TRANSMITTAL OF RECORD
UNDER
PENNSYLVANIA RULE OF APPELLATE PROCEDURE 1931 (c)
To the Prothonotary of the Appellate Court to which the
within matter has been appealed:
SUPERIOR COURT OF PENNSYLVANIA
THE UNDERSIGNED, Prothonotary of the Court of Common Pleas
of Cumberland County. the said court being a court of record.
do hereby certify that annexed hereto is a true and correct copy
of the whole and entire record, including an opinion of the court
as required by PA R.A.P. 1925. the original papers and exhibits,
if any on file. the transcript of the proceedings. if any, and the
docket entries in the following matter:
Case No. 1477 Equity Term: No. 543 HBG 1997
PENN PEST. INC.. A PENNSYLVANIA CORPORATION
VS.
FRANK DEITCQ AND SAMUEL DEITCH AS INDIVIDUALS:
F~K DEITCH AND SAMUEL DEITCH
T/A DEITCH BROTHERS PEST CONTROL:
FRANX DEITCH AND SAMUEL DEITCH t/a
PENN PEST OF CAftLISLE. INC.. A PENNSYLVANIA CORPORATION
The documents comprising the. record have been numbered
from No. 1 to No. 229 . and attached hereto as Exhibit A is a
list of the documents correspondingly numbered and identified with
reasonable definiteness. including with respect to each document.
the number of pages Comprising the document.
The date on which the record has been transmitted to the
appellate court is Au~st 19. 1997
(Seal of Court)
~t. ~/~
Prothonotary
An additional copy of thi8 certificate i8 enclosed. Please
8ign and date copy. thereby acknowledging receipt of thia record.
RECORD RECEIVED:
Date:
(signature' title)
Commonwealth of Pennsylvania
County of Cumberland
155:
I. Lawrence E. Welker . Prothonolary
of Ihe Courl of Common Pleas in and for said
Counly. do hereby cerlify Ihal Ihe foregoing is a
lull. Irue and correct copy olthe whole record olthe
case therein slaled. wherein
Case No. 543 HBG 1997
PeM Pest, Inc.. A PA Comoration
Plainliff and Frank Deitch and Samuel
Deitch t/a Deitch Brothers PeM
Pest t/a PeM Pest of Carlisle, Inc.
Delendanl _. as Ihe same remains 01 record
belore the said Court al No. 97-1477 01
Equitv Term. A.D. 19_.
have hereunto sel my hand and affixed Ihe seal 01 said Court
day 01 AUQUSt A. D.. 19-R.
~t. )V~/.IA4-
Prothonntary
In TESTIMONY WHEREOF. I
Ihis Nineteenth
I. Harold E, Sheely Presidenl Judge of Ihe Ninth
Judicial District. composed of Ihe Counly of Cumberland. do cerlily Ihat Lawrence E. Welker,
Prntl'rlnotll'Y . by whom the annexed record. certifICate and
allestalion were made and given. and who. in his own proper handwriting.lhereunto subscribed I:is name
and affixed Ihe seal oflhe Court 01 Common Pleas 01 said County. was. al the time 01 so doing. and now is
Prolhonolary in and lor said Counly 01 n'-rlllm in
the Commonwealth 01 Pennsylvania. duly commissioned and qualified 10 all 01 whose acts as such lull laith
and credil Ire and oughl to be: given as well in Courts 01 judica ure as elsewhere. and Ihallhe said record,
certiflCale and allestalion are in due lorm 01 law and m de y lhe proper offICer.
Commonweallh of Pennsylvania
County 01 Cumberland
}..
I. L'swrence E. Welker . [,,,"honollry 01 Ihe Court of Common Pleas in
and lor Ihe said County. do certily Ihallhe Honorable HamId E. Sheel,y
by whom Ihe lorqoina alleslalion was made. and ..ho has thereunlo subocribed his name. was. allhe lime
01 ma~ing Ihctrol. and slill is President Judge 01 Ihe Court of Common Pleas. Orphan' Court and Court 01
Quarter Sessions of the ""ace in and lor said Counly. duly Commi..ioncd and qualified; 10 all whose acts
as such full lallh and credit are and ou,hl to be ,"en. as ...,1110 Courts 01 judicature as elsewbere.
IN TESTIMOSY WHEREOf'. I ha,'e hereunh.
sel my hand and affi.ed lhe >eal of \aid Court Ihis
19th day of Auaust All 19....21-.
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57 - 73
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180 - 188
189 - 229
Among the Reeords and Proceedings enrolled in the court or Common Pleas in and ror the
county or
Cumberland
543 HBG 1997
Equity Term
is contained the rollowing:
in Ihe Commonwealth or Pennsylvania
No.
97-1477
10 No.
Term. 19
COPY OF
Appearance
DOCKET ENTRY
PENN PEST. INC.. A PENNSYLVANIA CORPORATION
VS.
FRANK KEITCH AND SAMUEL DEITCH AS INDIVIDUALS:
FRANK DEITCH AND SAMUEL DEITCH T/A DEITCH BROS. PEST CONTROL:
FRANK DEITCH AND SAMUEL DEITCH T/A
PENN PEST OF CARLISLE. INC.. A PENNSYLVANIA CORPORATION
March 21. 1997. Catplaint in Equity. filed.
March 21. 1997. It>tion for Preliminary Injunction, filed.
March 21. 1997. Order to Appear at Preliminary Hearing, filed.
March 26. 1997, Sheriff's Return of Service, filed.
AprlllC. 1997. Anmier with New Hatter am Counterclaim of Frank Deitch
Individually, Deitch Brothers Pest Control am Penn Pest of Carlisle, Inc..
to Plainltff's Carplaint, filed.
Aprll16. 1997. Order of Court. filed.
Aprll 25. 1997. Transcript. filed. In Re: Testilrony of TIDnas Deitch
Aprll 25. 1997. Preliminary Injunction, filed.
May 9. 1997, It>tion to Extend Date to Post Bond, and Order. filed.
May 12. 1997. Injunction Bond. filed.
May 12. 13. 1997. Petition to Vacate May 9, 1997 Order. and Order of Court.
filed.
May 27. 1997. I'C)tice of Appeal. filed.
By: Scott D. It>ore. Esq.. for Defendants
JID! 20. 1997. Superior Court of Pennsylvania I'C)tice of Appeal D:x:keting to
I'C). 543 HOG 1997. filed.
JID! 24. 1997. Order of Court. hIed.
July 7. 1997. Statement of Hatten Cartllained of CIl Appeal, filed.
July 8. 1997. Transcript of Prex:eedingB, filed. In RIl: PreliminaIy
Injunction
~. 13. 1997. ~inion Pursuant to Pennsylvania Rule of Appellate Procedure
1925. By the Court. Q1gar B. Bayley. J.
Exhibits
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PENN PEST, INC., A PENNSYLVANIA
CORPORATION
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
V.
No. '11- ''''7C1~ T.u-
FRANK DEITCH AND SAMUEL DEITCH
AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST CONTROL;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE, INC., A
PENNSYLVANIA CORPORATION
CIVIL ACTION - EQUITY
:
Defendants
.
.
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 (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.
Yoo SHOULD TAD THIS PAPER '1'0 YOUR IMYIR AT <H:E. IF YOU DO
NOT HAVE A IMYIR OR CANNOT AFroRD e>>a:, GO '1'0 OR TELE~ '!'HE
OFFICE SET roRTH BElDIf '1'0 FIND OUT WHEN: YOU CAN GET LEGM. HlLP.
Court Administrator
4th Floor, CUmberland County Court House
Carlisle. PA 17013
(717) 240-6200
,
.
.
2. Defendants, Frank Deitch and Samuel E. Deitch, are adult
individuals who reside in Cumberland County.
3. Defendants, Frank Deitch and Samuel E. Deitch, are now
or at all relevant times in the past traded and did business as
Deitch Brothers Pest Control, a Pennsylvania Partnership
comprised of Frank Deitch and Samuel Deitch, having its principal
place of business at 433 Ponderosa Road, Carlisle, Pennsylvania
17013.
4. Defendants, Frank Deitch and Samuel E. Deitch, are now
or at all relevant times in the past traded and did business as
Penn Pest of Carlisle, Inc., a Pennsylvania partnership comprised
of Frank Deitch and Samuel Deitch, having its principal place of
business at 433 Ponderosa Road, Carlisle, Pennsylvania 17013.
5. On or about March 2, 1995, Plaintiff Penn Pest, Inc.
entered into a License and ConSUlting Agreement (~Agreement.)
with Frank Deitch and Samuel Deitch as officers of Penn Pest of
Carlisle, Inc. and with Frank Deitch and Samuel Deitch as
Partners of Deitch Brothers Pest Control. (See Exhibit ~A.,
License and Consulting Agreement, attached hereto and made a part
hereof by reference.)
6. This equity action is therefore alao brought against
Frank Deitch and Samuel Deitch aa individuals baaed upon the
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concept of joint and several liability for the members of a
partnership.
7. Through the Agreement, the Plaintiff purchased for
actual consideration of $8,000 all customer accounts of Deitch
Brothers Pest Control, a partnership previously operated by the
Defendants. Exhibit "A", Paragraph II.
8. Through the Agreement, the Plaintiff agreed to supply
the defendant logistical and technical support and in return
Defendants would be granted a license to use the Plaintiff's
Trade Name, Trademark, and Logo in parts of Cumberland County.
See Exhibit "A", Paragraph VII.
9. Through the Agreement, Defendants agreed to pay to the
Plaintiff 10% of their gross income on a weekly basis, in
addition to the initial purchase price of the license. See
Exhibit "A", Paragraph IV.
10. The Agreement also contains a "Covenant Not to Compete"
which provides that in the event that the Agreement is terminated
the Defendants will "not engage in direct business competition in
a similar retail business, either as owner, partner, shareholder,
manager, or consultant for a period of two (2) years from the
date of termination of this License Agreement and within a fifty
ISO) mile radius of the location of the principal place of
business in Cumberland County." Exhibit "A", Paragraph XV.
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11. As a result of the ~greement and because the Defendants
were allowed access to the very foundation of Penn Pest, Inc.,
business strategies, including but not limited to, customer
lists, sales plans, growth plans, and Housing Authority Contracts
in Carlisle and Harrisburg, the Defendants have increased their
,
yearly revenue to over $70,000 with the potential to do
approximately $100,000 in the upcoming year.
12. Now, having achieved greatly increased revenues through
the Agreement and based on the business expertise and support of
the Plaintiff, the Defendant has refused to pay the Plaintiff its
rightful fee.
13. In violation of the License and Consulting Agreement,
the Defendants are currently in default of their obligation to
remit 10% of the weekly gross proceeds. Exhibit ~A~, Paragraph
IV.
14. Plaintiff is suffering and continues to suffer serious
economic losses because the Defendants have refused to remit lOt
of their gross receipts as they have contracted to do.
15. The Defendant, by not paying the required percentage of
the gross revenues to the Plaintiff and by failing to abide by
the terms of the Agreement's ~Covenant not to Co.pet.,~ i8
utilizing all the benefits of the association with th. Plaintiff
without properly compensating the Plaintiff for th... .erviCe..
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16. In addition to not paying the required percentage of
gross revenue to the Plaintiff, and in violation of the License
and Consulting Agreement, Defendants have attempted to terminate
their relationship with the Plaintiff and have so advised the
Plaintiff of their intentions.
1? In violation of the Agreement's ~Covenant Not to
Compete," Defendant, Frank Deitch. is operating a Pest Control
company under the name Deitch Pest Control. Exhibit "A",
Paragraph XV.
18. Defendant, Frank Deitch. is not only operating a pest
control business in violation of the Agreement in Cumberland
County but is also soliciting customers in Dauphin. York, and
Franklin Counties.
19. These actions are causing serious and irreparable
economic harm to the Plaintiff as well as serious and irreparable
harm to the Plaintiff's business reputation.
20. In violation of the License and Consulting Agreement,
Defendants have not offered the Plaintiff the right of first
refusal to buy back all assets of the business including, but not
limited to, all customer accounts, accounts receivable,
inventory, furnishings, fixtures, and equipment. Exhibit "A",
Paragraph XII, Clause F.
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21. In violation of the License and Consulting Agreement,
the Defendants have failed and refused and continue to fail and
refuse to either return the list of customer accounts purchased
by the Plaintiff or return the $8,000 purchase price paid by the
Plaintiff for these accounts. Exhibit ~A", Paragraph XII, Clause
G.
22. In violation of the License and Consulting Agreement,
the Defendants have refused to go to arbitration to settle this
dispute. Exhibit ~A". Paragraph XIX.
23. Defendants are attempting to continue to provide
services to accounts that were purchased by the Plaintiffs.
24. These actions are causing serious and irreparable
economic harm to the Plaintiff as well as serious and irreparable
harm to the Plaintiff's business reputation.
25. Plaintiff, because it cannot obtain the list of
customer accounts from the Defendants is unable to properly
service existing Penn Pest, Inc., clients.
26. As a result, Plaintiffs are suffering and continue to
suffer serious losses to their business reputation because there
is no longer a deSignated Penn Pest, Inc.. representative to
service Cumberland County.
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27. Each day that goes by causes further damage to the
business reputation of the Plaintiff and their ability to conduct
a successful ongoing business enterprise in Cumberland County.
28. At all times, Plaintiff has fulfilled all of its
obligations under the Agreement. Plaintiff comes into Equity in
good faith and with clean hands.
WHEREFORE, The Plaintiff respectfully requests that this
Honorable Court declare that the License and Consulting Agreement
entered into between the Plaintiff and the Defendants valid and
,
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binding and order the Defendants to abide by the agreement and
the non-competition clause therein. Plaintiff respectfully
requests this Honorable Court to order the Defendants to
immediately cease competing with the Plaintiff in any manner
whatsoever involving pest control services, including but not
limited to: al solicitation of Realtors; bl performance of real
estate inspections; cl performance of termite treatments; d)
performance of pest control treatments; el soliciting new
customers; fl providing estimates to these new customers; and Q)
servicing existing Penn Pest, Inc. accounts. Plaintiff requests
strict enforcement of the non-competition clause.
Plaintiff respectfully requests this Honorable Court to
order the Defendants to immediately stop servicing account.
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VERIFICATION
I, Patrick E. Moran, President of Penn Pest, Inc., am
PENN PEST, INC.
authorized to make the following verification on behalf of said
corporation. I verify that the statements made in the foregoing
complaint are true and correct to the best of my knowledge,
information and belief. I understand that false statements herein
are made subject to the penalties of'18 Pa. C.S. 14904, relating to
unsworn falsification to authorities.
&YO jJ~. -HffJ',)l"ilSEAL)
Patrick E. Horan, President
Dated:
3 -ll . '17
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WHEREAS, Licensor is the proprietor ot the trade name "Penn
pest, Inc." ("Trade Name"), and
WHEREAS, Licensee desire. to acquire a 1icen.e tor the right
to use Licensor'. Trade Name, Trademark and Logo in part. ot
CUlllberland County a. defin.d hereinatter, and have acce.. to
Licen.or'. bu.ine.. experti.e, and
~, Licensor hereby agree. to permit Licen.ee to u.. its
Trade Name, Trademark and Logo in part. ot cumberland County as
detined hereinatter, and turther agrees to provide consultinq
services in accordance with the terms and conditions .et torth
below,
NOW THEREFORE, in consideration ot the mutual covenant. and
promises set forth herein and with the intent to be legally bound
hereby the Parties do agree as tol10ws:
I. LICENSE. This licen.e includes the exclusive use ot the
Licensor's Trade Name, Trademark, Logo and the Licensor's support
.ervices within the Territory as detined hereatter ("Licen..").
II. PURCHASE PRICE OF LICENSE. Licensee shall pay to
Licensor Seven Thousand Dollars ($7,000.00) tor the purchase ot the
License. The Purchase price is to be_paid in the torm ot a monthly
payment, the first ot each month, tor a twenty-tour (24) month
period. Th. tirst payment i. due and payable on April 1, 1995.
All paym.nt. are to be aad. in person at or by .ail to 4601 Locu.t
tane, HarriSburg, PA ("Corporate ottic..") or as the location may
be changed trom ti.. to ti...
..
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III. PURCHASE OF DEITCH BROTHERS PEST CONTROL ACCOUNTS.
Licensor shall credit Licensee the sum of Eight Thousand Dollars
($8,00D.00) for the purchase of all DEITCH BROTHERS PEST CONTROL
accounts in one lump sum at the time of execution of this
Agreement.
IV. LICENSE FEE. Licensee shall pay Licensor a license fee
of ten (10) per cent of the gross income, payable weekly. It is
agreed that Licensor shall commit and utilize two (2) per cent of
the license fee for advertising as a part of the support services
provided for herein.
V. TERRITORY. This License Agreement grants to Licensee
exclusive use of the License within the County of CUmberland,
Pennsylvania, specifically excluding however, all of the Borough of
Mechanicsburg and the area East of Route 114 ("Territory").
Licensor agrees not to grant the right to use Licensor's Trade
Name. Trademark and Logo to any other 'licensee within the said
Territory while this License and ConSUlting Agreement remains in
effect. Licensee shall have the right but not license to operate
his business in other counties east of CUlllberland County. However,
in the event that Licensor grants any entity a license to operate
in counties other than CUlllberland County, Licensee agr.e. to
~
automatically cease doing business in those counties.
VI. EXCWSIVE LICENSE.
A. This License is granted by Licensor exClusively to
Licensee. It lIay not be sold, .ssigned, or transferred to any
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third party without Licensor's express written
approval shall not be unreasonably withheld.
B. In the event that the License is
approval, which
transferred,
exceed three
the Licensor shall receive a fee
thousand dollars ($3,000.00).
sold, assiqned or
in an amount not to
VII. USE OF TRADEMARKS.
A. Whenever the Licensee uses the Trade Name, Trademark or
Logo in advertisinq or in any other manner in connection with the
qoods or services which it sells, distributes, or provides, the
Licensee shall clearly indicate the Licensor's ownership thereof.
The Licensee shall provide the Licensor with samples of all
literature, packaqes, labels, 1abellinq and advertisinq prepared by
or for the Licensee and intended to be used by Licensee. When
usinq the Trademark under this Aqreement, the Licensee undertakes
to comply with all laws pertaininq to trademarks in force at any
time in the Territory, includinq, but not limited to, compliance
with markinq requirements.
B. Licensee'. apparel shall be in accordance with the
Licensor's uniform of navy blue slacks and white shirte with the
Licensor's Logo prom~nently displayed thereon unle.s and until a
uniform chanqe ie made by the Licensor. Licensee's vehicle. .hall
be either navy blue or white in color and placarded with Licensor'.
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Logo, unless and until a chanqe is made by L~cens~r.
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VIII. LOGISTICAL AND CONSULTING SUPPORT. Th. Llcenso~ a~u"
to provide the followlnq support to the Licen...:
A. telephone answerinq service.'
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B. all calls qenerated from advertised phone numbers will be
routed directly to the corporate Offices with charges for
calls paid by the licensee;
c. billinqs, includinq collection of accounts receivable;
o. traininq;
E. assist in account development;
F. advertisinq placement;
G. assist in obtaininq insurance;
H. purchase of inventory and equipment at Licensor's cost;
I. assist in licensinq procedures; and
J. any other services Licensor wishes to make available to
Licensee.
IX. LIMITED RIGHT TO PROSPECTIVE CUSTOMERS. In the event
that there are any prospective customers ("Leads") in the Territory
and the Licensee for whatever reason decides not to submit a
proposal to or accept the Lead as a customer, then Licensee aqrees
to permit Licensor the limited riqht to operate within the licensed
Territory for the sole purpose of submittinq a proposal to and/or
servicinq the Lead. Licensee aqrees to waive all riqhts under this
Aqreement to service the Lead.
X. INDEMNITY. The Licensor assUlIIe. no liability to the
Licensee or to third parties with respect to the performance
characteristics of the qoods or .ervice. provided by Licensee under
the Trade Na.e, Trademark, or Loqo or to the use ot the Trade NUle,
Tradeaark, or LoqO in the Territory, and the Licensee hereby
indemnifies and holds harmle.. the Licensor aqain.t all los.es,
damaqe., and expense., includinq attorney's tee., incurred aa a
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result of or related to claims of Licensee or third persons
involving the manufacture of the goods; sale of the goods by
Licensee or services by Licensee or use of the Trade Name,
Trademark, or Logo by Licensee.
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XI. RIGHT TO AUDIT. Complete and accurate accounts of all
transactions of the Licensee shall be kept in proper books of
accounting. Such books of account and other records of the
Licensee shall, at all times, be kept in the place of business of
the Licensee and Licensor shall have access to and may, upon givinq
reasonable notice, inspect and copy any of them for purposes of
determining Licensee's gross income.
XII. TERMINATION.
A. Except as otherwise provided herein, this Agreement shall
remain in full force and effect from the first day Licensee
operates his business.
B. Criminal Proceedinas. If the Licensee or its officers are
convicted in a criminal proceeding of any wrongdoing arising from
the operation of the business, the Licensor may immediately
terminate this License.
C. Civil Proceedinas. If a monetary judgment is entered
against the Licensee as the result of any litigation in any civil
proceeding arising from the operation of the business, which would
adversQly affect the business reEutation of Licensor, the Licensor
may immediately terminate this License.
D. Nonoerformance. Should the Licensee fail to comply with
any provision of this Aqreement, the Licensor may terminate this
Aqreement upon t~irty (30) days written notice to the Licen..e,
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provided that the Licensee
the notice period.
E. AsBianmentl ReceivershiDI BankruDtcv. It the Licensee
makes any assignment ot assets or business tor the bene tit ot
creditors, or it a trustee or receiver is appointed to administer
or conduct its business or attairs, or it is adjudged in any legal
proceeding to be either voluntary or involuntary bankrupt, or it
any portion ot the Licensee's business is awarded to a third party,
then all the rights granted herein shall forthwith cease and
terminate without prior notice or legal action by the Licensor.
F. Involuntarv Dissolution. Upon the occurrence of
involuntary dissolution of any sort including, but not limited to,
death or permanent disability, Licensee shall give a right of first
refusal to Licensor to buy back all assets of the business
including, but not limited to, accounts, accounts receivable,
inventory, furnishings. fixtures, equipment, leases and all other
relevant items at such terms and conditions as the Parties may
agree. In the event Licensor does not wish to exercise this right
of tirst refusal, the Licensee may liquidate its assets by selling
to the general public.
G. If Licensor terminates the License for just cause, as
provided for in this Section XII B. through E., . the account.,
accounts receivable, work in progress and customer list. of the
Licensee shall automatically become the property of the Licensor.
Additionally, the Licensor in the event that Licensee .ell. th..-
business shall have the right ot first retusal to buy baclc the
remaining assets as provided tor at Section XII F. Otherwi.e, the
physical assets of the Licensee ahall reaain it. property.
has not corrected such detault during
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XIII. CONFESSION OF JUDGMENT. In the event ot default by
Licensee, licensee hereby authorizes any attorney or any court ot
record in Pennsylvania, or elsewhere, to appear tor Licensee in any
action brought on this License Agreement and to confess judgment
against Licensee for all sums then due pursuant to the terms of the
License Agreement and tor costs of suit and attorney's commission
of ten per cent (10\), together with ten per cent (lot) interest on
any judgment obtained by Licensor atter detau1t, including interest
at that rate from and atter the date of any Sherift's sale until
actual payment is made by the sheritt to Licensor or the full
lllIlount due Licensor, and tor so doing this shall be good and
sutticient warrant. Licensee waives and relinquishes all errors,
detects, and imperfections in the entry ot judgment as aforesaid,
or in any proceeding pursuant thereto, and all benetits under any
law or rule of court relating to a stay of execution or exempting
any property from levy or sale under execution. The authority
herein granted to confess judgment shall not be exhausted by any
exercise thereot but shall continue from time to time and at such
times until all obligations of Licensee to Licensor have been fully
discharqed.
XIV. OWNERSHIP OF TRADEMARK. The Licensee acknowledges the
Licensor's exclusive right, title and interest in and to the Trade
Name, Trademark, and Logo and will not at any time do or cause to
be done any act or thing contesting 01: in any way iapairillCJ or
tending to iapair any part of such right, title and interest. In
connection with the use of the Trade Naae, Trademark or Lo;o, the
Licensee shall not in any aanner represent that it has any
ownership in the Trade Na.e, Trademark, or Logo or registration
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thereof, and the Licensee acknowledges that the use of the Trade
Name, Trademark, or Logo shall not create in the Licensee's favor,
any right, title or interest in or to the Trade Name, Trademark, or
Logo but all uses of the Trade Name, Trademark, or Logo by the
Licensee shall inure to the benefit of the Licensor. Upon
termination of this Agreement in any manner provided herein, the
Licensee will cease and desist from all use of the Trade Name,
Trademark, or Logo in any way (and will deliver up to Licensor, or
its duly authorized representatives, all material and papers upon
which the Trade Name, Trademark, or Logo appears), and the Licensee
shall at no time adopt or use, without the Licensor's prior written
consent, any word or mark which is likely to be similar or
confusing with the Trade Name, Trademark, or Logo.
XV. COVENANT NOT TO COMPETE. Licensee agrees that in the
event that the License Agreement is terminated as provided for
under this Agreement. Licensee will not engage in direct business
competition in a similar retail business, either as an owner,
partner, shareholder, manager, or consultant for a period of two
(2) years from the date of termination of this License Agreement
and within a fifty (50) mile radius of the location of the
principal place ot business in cumberland County.
XVI. PRICING. All retail prices for sale of merchandise and
services by Licensee shall be suggested by Licensor as part of its
consulting services. Licensee shall have full control over the
actual pricing charged for its sale of urchandiae and servia..
within its license territory.
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XVII. EXECUTION OF DOCUMENTS. Each Party shall, at the
request ot the other, execute, acknowledge and deliver any
documents which may be necessary to carry out fully and effectively
the terms of this Agreement.
XVIII. NOTICES. Any notices required or permitted to be
given under this Agreement shall be deemed sufficiently given it
mailed by registered mail, postage prepaid, addressed to the Party
to be notified at its address shown at the beginning ot this
Agreement, or at such other address as may be furnished in writing
to the notifying Party.
XIX. ARBITRATION.
A. All claims, disputes, and other matters in question
between the Parties to this License and Consulting Agreement,
arisinq out of or re1atinq to this Agreement or any breach or
alleged breach of this Agreement. will be decided by arbitration
unless the Parties otherwise mutually agree in writing.
B. The Parties agree upon one arbitrator, otherwise there
shall be three, one named in writinq by each Party ot this
Agreement within ten (10) days after notice of arbitration is
served by either Party upon the other. and a third arbitrator
selected by these two (2) arbitrators within ten (10) day.
thereafter. No one shall serve as an arbitrator who is in any way
financially interested in this Aqreuent or in the attaira of
either Party hereto.
c. This agree.ent to arbitrate shall be specifically
enforceable under the prevailil\9 arbitration lava. The avard
rendered by the arbitrator(s) will be final and binding, end
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judgment may be entered upon it in accordance with the applicable
law in any court that has jurisdiction over the decision.
XX. SUCCESSORS AND ASSIGNS. This License Agreement shall be
binding on the Successors, Heirs and Assigns of each Party.
XXI. HEADINGS. The headinqs are provided tor convenience of
identification only and are not to be construed as havinq any leqal
siqnificance.
XXII. PENNSYLVANIA LAW TO APPLY. This Aqreement shall be
construed under and in accordance with the laws at the Commonwealth
of Pennsylvania and all obliqations of the Parties created
hereunder are pertormable in Dauphin County, Pennsylvania.
XXIII. LEGAL CONSTRUCTION. In the event anyone or more of
the provisions contained in this Aqreement shall for any reason be
held invalid, i1leqal or unenforceable in any respect, the
invalidity, illeqality or unentorceability shall not attect any
other provision thereof and this Aqreement shall be construed a. if
such invalid, illeqa1 or unenforceable provision had never been
contained herein.
XXIV. SOLE AGREEMENT OF THE PARTIES. 1his Aqre..ent
constitute. the sole and only aqre8lllent at .the Parties hereto and
supersede. any prior Understandinq or written or oral agreeaents
between the Parties respectinq the within subject utter.
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XXV. AMENDMENT. No'amendment, moditication or alteration ot
the terms hereot shall be bindinq unless the same be in writinq,
dated subsequent to the date hereot and duly executed by the
Parties hereto.
XXVI. WAIVER OF DEFAULT. No waiver by the Parties hereto ot
any detau1t or breach ot any term, condition or covenant ot this
Aqreement shall be deemed to be a waiver ot any other breach ot the
same or any other term, condition or covenant contained herein.
IN WITNESS WHEREOF the Parties hereto have set their hands and
seals the day and year tirst written above.
ATTEST:
PENN PEST, INC.
c:?iJr:~
President
(SEAL)
(Licensor)
~,~., . ~-c.. t-k~J:Jcl
ATTEST:
PENN PEST OF CARLISLE, INC.
~t'd'~ .\.\a~~
1~ IJPu
President
(SEAL)
(Licenaee)
WITNESS:
DEITCH BROTHERS PEST CONTROL
. '-~~'I~e. \-\e.~~
7-1 ~~
Partner
(SBAL)
(Licena..)
WITNESS:
DEITCH BROTHERS PEST CONTROL
~~~SBAL)
Partner ( cenaee)
\...~_..-. ~ ~ ~
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PENN PEST, INC., A PENNSYLVANIA : IN THE COURT OF COMMON PLEAS
CORPORATION CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v.
No. "1- 11/79 ~ -r;--
FRANK DEITCH AND SAMUEL DEITCH
AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST CONTROL;
.
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CIVIL ACTION - EQUITY
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE, INC., A
PENNSYLVANIA CORPORATION :
:
Defendants
t<<)uoo FOR PRELIMINARY INJUNCTION
AND NOW, this Z/~ day of March 1997, comes the Plaintiff
by and through its attorney. A MARK WINTER, ESQUIRE, and pursuant
to Pa. R.C.P. No. 1531(a), Plaintiff, above-named, moves for the
issuance of a Preliminary Injunction against defendants, above-
named, as follows:
1. Plaintiff's Complaint in Equity is incorporated herein
by reference in its entirety, as though fully set forth at
length. A true and correct copy of Plaintiff's complaint is
attached hereto, made part hereof, and market Exhibit ~A..
2. Defendants have failed and refused and continue to fail
and refuse to abide by the terms of a License and Consulting
Agreement entered into between the Plaintiff and the Defendants.
3. Defendants have failed and refused and continue to fall
and refuse to pay to Plaintiff 10\ of their weekly gross proceeds
as required by the License and Consulting Agreement entered into
between the Plaintiff and the Defendants.
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4. Defendants have failed and refused and continue to fail
and refuse to either return the list of accounts purchased by the
Plaintiff or to refund the $8,000 purchase price paid by
Plaintiff for these accounts.
5. Defendants have been and continue to improperly spend,
waste, disburse, and utilize the proceeds for their own personal
use and benefit.
6. Unless such improper conduct of the Defendant is
immediately enjoined, and Plaintiff is granted relief as
requested, Plaintiff will be irreparably injured in that:
(al Plaintiff will not be able to recover lost accounts
which it has already purchased from the Defendants.
(bl Plaintiff will suffer irreparable loss of potential
business due to a lack of a licensed Penn Pest, Inc.
representative in the Carlisle Area.
(cl Plaintiff will suffer and continues to suffer
irreparable economic losses.
(dl Plaintiff will suffer irreparable loss to business
reputation.
(el Plaintiff's other Licensees may not honor their
COvenants not to compete.
WHEREFORE, Plaintiff requests that Preliminary Injunction
issue:
(al Directing Defendant to place into a special escrow bank
account, in both names of the parties, an amount of money equal
to 10% of the proceeds received by the Defendants while they have
been in violation of the License and Consulting Agreement, as
well as, the $8,000 purchase price for the customer accounts of
Deitch Brothers Pest Control paid by the Plaintiff, withdrawal to
be only upon further written Order of this Court or upon wrltten
aqreement of both parties.
(bl Enjoining Defendants, and their officers, agents,
servants, and employees frolll further borrowlnq, payinq, or
otherwise transacting any business or transactions in the ~ of
or on behalf of Deitch Brothers Pest Control, Penn P..t of
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EXHIBIT A.
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PENN PEST, INC., A PENNSYLVANIA
CORPORATION
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
V.
: No.
:
FRANK DEITCH AND SAMUEL DEITCH
AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST CONTROL;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE, INC., A
PENNSYLVANIA CORPORATION
,
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CIVIL ACTION - EQUITY
:
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Defendants
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CQCPIAINT
AND NOW, this
day of
, 1997, comes the
Plaintiff by and through its attorney, A. HARK WINTER, ESQUIRE,
and files this Complaint based upon the following facts and in
support thereof avers that:
1. Plaintiff, PENN PEST, INC., is a corporation
incorporated in accordance with the laws of the Commonwealth of
Pennsylvania with its principal place of business
Locust Lane, Harrisburg, Pennsylvania 17109.
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2. Defendants, Frank Deitch and Samuel E. Deitch, are adult
individuals who reside in Cumberland County.
3. Defendants, Frank Deitch and Samuel E. Deitch, are now
or at all relevant times in the past traded and did business as
Deitch Brothers Pest Control, a Pennsylvania Partnership
comprised of Frank Deitch and Samuel Deitch, having its principal
place of business at 433 Ponderosa Road, Carlisle, Pennsylvania
17013.
4. Defendants, Frank Deitch and Samuel E. Deitch, are now
or at all relevant times in the past traded and did business as
Penn Pest of Carlisle, Inc., a Pennsylvania partnership comprised
of Frank Deitch and Samuel Deitch, having its principal place of
business at 433 Ponderosa Road, Carlisle, Pennsylvania 17013.
5. On or about March 2, 1995, Plaintiff Penn Pest, Inc.
entered into a License and Consulting Agreement (~Agreement-I
with Frank Deitch and Samuel Deitch as officers of Penn Pest of
Carlisle, Inc. and with Frank Deitch and Samuel Deitch as
Partners of Deitch Brothers Pest Control. (See Exhibit -A-,
License and Consulting Agreement, attached hereto and made a part
hereof by reference.)
6. This equity action is therefore also brought againat
Frank Deitch and Samuel Deitch as individuals baaed Upon the
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concept of joint and several liability for the members of a
partnership.
7. Through the Agreement, the Plaintiff purchased for
actual consideration of $8,000 all customer accounts of Deitch
Brothers Pest Control, a partnership previously operated by the
Defendants. Exhibit "A~, Paragraph II.
8. Through the Agreement, the Plaintiff agreed to supply
the defendant logistical and technical support and in return
Defendants would be granted a license to use the Plaintiff's
Trade Name, Trademark, and Logo in parts of Cumberland County.
See Exhibit "A~, Paragraph VII.
9. Through the Agreement, Defendants agreed to pay to the
Plaintiff 10% of their gross income on a weekly basis, in
addition to the initial purchase price of the license. See
Exhibit "A~, Paragraph IV.
10. The Agreement also contains a "Covenant Not to Compete-
which provides that in the event that the Aqreement is terainated
the Defendants will ~not engage in direct business co.petition1D
a similar retail business, either as owner, partner,
manager, or consultant for a period of two (21 years froa
date of termination of this License Agreement and within
(SOl mile radius of the location of the principal place
business in Cumberland County.~
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11. As a result of the Agreement and because the Defendants
were allowed access to the very foundation of Penn Pest, Inc.,
business strategies, including but not limited to, customer
lists, sales plans, growth plans, and Housing Authority Contracts
in Carlisle and Harrisburg, the Defendants have increased their
yearly revenue to over $70,000 with the potential to do
approximately $100,000 in the upcoming year.
12. Now, having achieved greatly increased revenues through
the Agreement and based on the business expertise and support of
the Plaintiff, the Defendant has refused to pay the Plaintiff its
rightful fee.
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13. In violation of the License and Consulting Agreement,
the Defendants are currently in default of their obligation to
remit 10% of the weekly gross proceeds. Exhibit ~A~, Paragraph
IV.
14. Plaintiff is suffering and continues to suffer serious
economic losses because the Defendants have refused to remit 10'
of their gross receipts as they have contracted to do.
15. The Defendant, by not paying the required percentage of
the gross revenues to the Plaintiff and by failing to abide by
the terms of the Agreement's ~Covenant not to Compete,. is
utilizing all the benefits of the association with the Plaintiff
without properly compensating the Plaintiff for th... .~ice..
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16. In addition to not paying the required percentage of
gross revenue to the Plaintiff, and in violation of the License
and Consulting Agreement, Defendants have attempted to terminate
their relationship with the Plaintiff and have so advised the
Plaintiff of their intentions.
17. In violation of the Agreement's "Covenant Not to
Compete," Defendant, Frank Deitch, is operating a Pest Control
company under the name Deitch Pest Control. Exhibit "A",
Paragraph XV.
18. Defendant, Frank Deitch, is not only operating a pest
control business in violation of the Agreement in Cumberland
County but is also soliciting customers in Dauphin, York, and
Franklin Counties.
19. These actions are causing serious and irreparable
economic harm to the Plaintiff as well as serious and irreparable
harm to the Plaintiff's business reputation.
20. In violation of the License and Consulting Agreement,
Defendants have not offered the Plaintiff the right of first
refusal to buy back all assets of the business
limited to, all customer accounts, accounts receivable,
inventory, furnishings, fixtures, and equipment.
Paragraph XII, Clause F.
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21. In violation of the License and Consulting Agreement,
the Defendants have failed and refused and continue to fail and
refuse to either return the list of customer accounts purchased
by the Plaintiff or return the $8,000 purchase price paid by the
Plaintiff for these accounts. Exhibit "A", Paragraph XII, Clause
G.
22. In violation of the License and Consulting Agreement,
the Defendants have refused to go to arbitration to settle this
dispute. Exhibit "A", Paragraph XIX.
23. Defendants are attempting to continue to provide
services to accounts that were purchased by the Plaintiffs.
24. These actions are causing serious and irreparable
economic harm to the Plaintiff as well as serious and irreparable
harm to the Plaintiff's business reputation.
25. Plaintiff, because it cannot obtain the list of
customer accounts from the Defendants is unable to properly
service existing Penn Pest, Inc., clients.
26. As a result, Plaintiffs are suffering and continue to
suffer serious losses to their business reputation because there
is no longer a designated Penn Pest. Inc., representative to
service cumberland County.
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27. Each day that goes by causes further damage to the
business reputation of the Plaintiff and their ability to conduct
a successful ongoing business enterprise in Cumberland County.
28. At all times, Plaintiff has fulfilled all of its
obligations under the Agreement. Plaintiff comes into Equity in
good faith and with clean hands.
WHEREFORE, The Plaintiff respectfully requests that this
Honorable Court declare that the License and Consulting Agreement
entered into between the Plaintiff and the Defendants valid and
binding and order the Defendants to abide by the agreement and
the non-competition clause therein. Plaintiff respectfully
requests this Honorable Court to order the Defendants to
immediately cease competing with the Plaintiff in any manner
whatsoever involving pest control services, including but not
limited to: al solicitation of Realtors; bl performance of real
estate inspections; cl performance of termite treatments; dl
performance of pest control treatments; el soliciting new
customers; fl providing estimates to these new customers; and g)
servicing existing Penn Pest, Inc. accounts. Plaintiff requests
strict enforcement of the non-competition clause.
Plaintiff respectfully requests this Honorable Court to
order the Defendants to immediately stop servicing accounts
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VERIFICATION
I, Patrick E. Moran, President of Penn Pest, Inc., am
authorized to make the fol1owinq verification on behalf of said
corporation. I verify that the statements made in the foreqoinq
Complaint are true and correct to the best of my know1edqe,
information and belief. I understand that false statements herein
are made subject to the penalties of 18 Pa. C.S. 14904, re1atinq to
unsworn falsification to authorities.
PENN PEST. INC.
By??LJ~~~
Patrick E. Moran,
~S";~dlEAL)
President
Dated:
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LICENSB AND CONSULTINO AOREEMENT
BY AND AMONO
PBHIf PHS'!'. IRC.
aim
PBIOI PBST 01' CARLISLE. INC. AND DEITCH BRO'l'HBRS PBST CONTROL
THIS LICENSE AND CONSn~ AGREEMENT t"LicePfil&- Aqreement" or
'Z... ~ ,.,.,,,1rJY ~'p"
"Aqreement") is made this day of March, 1995, by and amonq
PENN PEST, INC., a Pennsylvania corporation, havinq its principal
place of business at 4601 Locust Lane, Harrisburq, Pennsylvania,
17109, ("Licensor"). and PENN PEST OF CARLISLE, INC., a
Pennsylvania corporation, havinq its principal place of business at
433 Ponderosa Road, Carlisle, Pennsylvania 17013, and DEITCH
BROTHERS PEST CONTROL, a Pennsylvania partnership, havinq its
principal place of business at 433 Ponderosa Road, Carlisle,
Pennsylvania, 17013. (singularly and collectively hereinafter
"Licensee") (all three parties singularly "Party" and collectively
"Parties") and provides that:.
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RECITALS:
WHEREAS, Licensor is in the business of providinq termite and
pest control services and providinq logistical support and
consultation to other similar businesses: and
WHEREAS, Licensor has developed a qood reputation and bu. in...
qoodvil1 within its community: and
. .
WHEREAS, Licensor is the proprietor of the trade name "Penn
Pest, Inc." ("Trade Name") 1 and
WHEREAS, Licensee desires to acquire a license for the riqht
to use Licensor's Trade Name, Trademark and Loqo in parts of
CUmberland County as defined hereinafter, and have access to
Licensor's business expertise: and
WHEREAS, Licensor hereby aqrees to permit Licensee to use its
Trade Name, Trademark and Loqo in parts of cumberland County as
detined hereinafter, and turther aqrees to provide consultinq
services in accordance with the tel'll8 and conditions .et forth
below:
NOW THEREFORE, in consideration of the mutual covenants and
promises set forth herein and with the intent to be l89a1ly bound
hereby the Parties do aqree as follows:
I. LICENSE. This license includes the exclusive use of the
Licensor's Trade Name, Trademark, Loqo and the Licensor's support
.ervices within the Territory as defined hereatter ("License").
II. PURCHASE PRICE OF LICENSE. Licensee shall pay to
~icensor Seven Thousand Dollars ($7,000.00) for the purchase ot the
License. The Purchase price is to be paid in the form of a monthly'
payment, the first of each month, tor a twenty-tour (24) month
period. The tirst payment is due and payable on April 1, 1995.
All payments are to be made in person at or by uil to 4601 Locust
Lane, Harrisburq, PA ("Corporate otfices") or as the location uy
be chanqed trom time to time.
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III. PURCHASE OF DEITCH BROTHERS PEST CONTROL ACCOUNTS.
Licensor shall credit Licensee the sum ot Eight Thousand Dollars
($8,000.00) for the purchase ot all DEITCH BROTHERS PEST CONTROL
accounts in one lump sum at the time ot execution of this
Agreement.
IV. LICENSE FEE. Licensee shall pay Licensor a license fee
of ten (10) per cent of the gross income, paYable weekly. It is
agreed that Licensor shall commit and utilize two (2) per cent of
the license fee for advertising as a part ot the support services
provided for herein.
V. TERRITORY. This License Agreement grants to Licensee
exclusive 11ge ot the License within the County of CUmberland,
PennsYlvania, specifically exclUding however, all ot the Borough of
Mechanicsburg and the area East ot Route 114 ("Territory").
Licensor agrees not to grant the right to Use Licensor's Trad.
Name, Trademark and Logo to any other 'licensee within the .aid
Territory while this License and Consulting Agreement remains in
etfect. Licensee shall have the right but not license to operate
his business in other counties east ot CUmberland county. How.v.r,
in the event that Licensor grants any entity a licen.. to operate
in counti.s other than CUmberland County, License. agre.. to
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automatically cease doing bus~ness in those counties.
VI. EXCLUSIVR LrClms~.
A. This License is granted by Lic.nsor .xclu.ively to
Lic.n.... It may not b. .old, a.signed, or tran.ferred to any
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third party without Licensor's express written approval, which
approval shall not be unreasonably withheld.
B. In the event that the License is sold, assigned or
transterred, the Licensor shall receive a tee in an amount not to '
exceed three thousand dollars ($3,000.00).
VII. USE OF TRADEMARKS.
A. Whenever the Licensee uses the Trade Name, Trademark or
Logo in advertising or in any other manner in connection with the
goods or services which it sells, distributes, or provides, the
Licensee shall clearly indicate the Licensor's ownership thereot.
The Licensee shall provide the Licensor with samples of all
literature, packages, labels, labelling and advertising prepared by
or tor the Licensee and intended to be used by Licensee. When
using the Trademark under this Agreement, the Licensee undertakes
to comply with all laws pertaining to trademarks in torce at any
time in the Territory, including, but not limited to, compliance
with marking requirements.
B. Licensee's apparel shall be in accordance with the
Licensor's unitorm ot navy blue slacks and white shirts with the
Licensor's Logo prominently displayed thereon unless and until a
unitorm change is made by the Licensor. Licensee's vehicles shall
be either navy blue or white in color and placarded with Licensor's
',Logo, unless and until a change is made by Licensor.
"
VIII. LOGISTICAL AND CONSULTING SUPPORT. The Licensor agrees
to provide the tollowing support to the Licensee:
A. telephone answering services,
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B. all calls generated trom advertised phone numbers will be
routed directly to the Corporate ottices with charges tor
calls paid by the licensee,
C. billings, including collection ot accounts receivable,
D. training,
E. assist in account development,
F. advertising placement,
G. assist in obtaining insurance,
H. purchase of inventory and equipment at Licensor's cost,
I. assist in licensing procedures, and
J. any other services Licensor wishes to make available to
Licensee.
IX. LIMITED RIGHT TO PROSPECTIVE CUSTOMERS. In the event
that there are any prospective customers ("Leads") in the Territory
and the Licensee for whatever reason decides not to submit a
proposal to or accept the Lead as a customer, then Licensee agrees
to permit Licensor the limited right to operate within the licensed
Territory tor the sole purpose ot submitting a proposal to and/or
servicing the Lead. Licensee agrees to waive all right. under this
Agreement to service the Lead.
X. INDEMNITY. The Licensor aSSWDes no liability to the
-Licensee or to third partie. with respect to the performanCe
characteristics of the qoods or services provided by Licensee under
the Trade Name, Trademark, or Loqo or to the use of the Trade H...,
Trademark, or Loqo in the Territory, and the Licens.. hereby
indemnities and holds harmless the Licensor against all loes..,
damaqes, and expenses, including attorney's tee., incurred a. a
-5-
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result of or related to claims of Licensee or third persons
involvinq the manufacture of the qoods; sale of the qoods by
Licensee or services by Licensee or use of the Trade Name,
Trademark, or Logo by Licensee.
XI. RIGHT TO AUDIT. Complete and accurate accounts of all
transactions of the Licensee shall be kept in proper books of
accountinq. Such books of account and other records of the
Licensee shall, at all times, be kept in the place of business of
the Lic.ns.. and Licensor shall have acc.ss to and may, upon qiving
reasonable notic., insp.ct and copy any of them for purpos.s of
determining Licensee's qross income.
~II. TERMINATION.
A. Exc.pt as otherwise provided herein, th18 Aqr.....nt shall
remain in full force and effect from the first day Lic.ns..
operates his business.
B. Criminal Proceedinas. If the Licens.. or its offic.rs are
convicted in a criminal proceeding of any wrongdoing arising from
the operation of the busin.ss, the Licensor aay i-.diately
terminate this License.
C. civil Proceedinas. If a monetary judqllent 18 entered,
against the Lic.nsee as the result of any litigation in any civil
proc.eding arising froll the operat-ion of the business, Which would ~
advers.1y affect the business r.putation of Licensor, the Lic.nsor
Illay i..ediat.ly terminate this Lic.ns..
D. NonD.rformanc.. Should the License. fail to coaply with
any provision of this Agr....nt, the Lic.nsor may terainat. this
Agree..nt upon thirty (30) days writt.n notice to the Llcenlte,
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provided that the Licensee has not corrected such detault durinq
the notice period.
E. Assignment: ReceivershiD: BankruDtcV. It the Licensee
makes any assiqnment ot assets or business tor the benetit ot
creditors, or it a trustee or receiver is appointed to administer
or conduct its business or attairs, or it is adjudged in any 1eqal
proceedinq to be either voluntary or involuntary bankrupt, or if
any portion ot the Licensee's business is awarded to a third party,
then all the rights qranted herein shall torthwith cease and
terminate without prior notice or legal action by the Licensor.
F. Involuntarv Dissolution. Upon the occurrence ot
involuntary tiisso1ution of any sort including, but not limited to,
death or permanent disability, Licensee shall give a right ot tirst
retusal to Licensor to buy back all assets ot the business
including, but not limited to, accounts, accoum..: "eceivable,
inventory, turnishings, tixtures, equipment, leases and all other
relevant items at such terms and conditions as the Parties may
agree. In the event Licensor does not wish to exercise this right
ot tirst retusa1, the Licensee may liquidate its assets by se1linq
to the general public.
G. It Licensor terminates the License tor just cause, as
provided tor in this section XII B. through E., the accounts,
accounts receivable, work in progress and customer lists ot the
Licensee shall automatically become the property ot the Licensor.
Additionally, the Licensor in the event that Licensee sells the
business shall have the right ot tirst retusal to buy back the
remaining assets as provided tor at Section XII F. otherwise, the
physical assets ot the Licensee shall remain its property.
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XIII. CONFESSION OF JUDGMENT. In the event ot detault by
Licensee, licensee hereby authorizes any attorney or any court ot
record in Pennsylvania, or elsewhere, to appear tor Licensee in any
action brought on this License Agreement and to contess judgment
against Licensee tor all sums then due pursuant to the terms ot the
License Agreement and tor costs ot suit and attorney's commission
ot ten per cent (lOt), together with ten per cent (lOt) interest on
any judgment obtained by Licensor atter default, including interest
at that rate trom and atter the date ot any Sheritt's sale until
actual payment is made by the Sheriff to Licensor or the tull
amount due Licensor, and tor so doing this shall be good and
sutticient warrant. Licensee waives and relinquishes all errors,
detects, and impertections in the entry of judgment as atoresaid,
or in any proceeding pursuant thereto, and all bene tits under any
law or rule ot court relating to a stay ot execution or exempting
any property from levy or sale under execution. The authority
herein granted to contess judgment shall not be exhausted by any
exercise thereot but shall continue trom time to time and at such
times until all obligations ot Licensee to Licensor have been fully
discharqed.
XIV. OWNERSHIP OF TRADEMARK. The Licensee acknowledges the.
Licensor's exclusive right, title and interest in and to the Trade
Name, Trademark, and Logo and will not at any time do or cau.~io
be done any act or thing contesting or in any way i~airinq or
tending to impair any part ot such right, title and interest. In
connection with the use ot the Trade Na.., Trad_ark or Logo, the
License. shall not in any unner repre.ent that it ha. any
ownership in the Trade Name, Trade.ark, or Logo or registration
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thereof, and the Licensee acknowledges that the use of the Trade
Name, Trademark, or Logo shall not create in the Licensee's favor,
any right, title or interest in or to the Trade Name, Trademark, or
Logo but all uses of the Trade Name, Trademark, or Logo by the
Licensee shall inure to the benefit of the Licensor. Upon
termination of this Agreement in any manner provided herein, the
Licensee will cease and desist from all use of the Trade Name,
Trademark, or Logo in any way (and will deliver up to Licensor, or
its duly authorized representatives, all material and papers upon
which the Trade Name, Trademark, or Logo appears), and the Licensee
shall at no time adopt or use, without the Licensor's prior written
consent, any word or mark which is likely to be similar or
confusing with the Trade Name. Trademark, or Logo.
XV. COVENANT NOT TO COMPETE. Licensee agrees that in the
event that the License Agreement is terminated as provided for
under this Agreement, Licensee will not engage in dir.ct business
competition in a similar retail business, eith.r as an own.r,
partner, shareholder, manager, or consultant for a period of two
(2) years from the date of termination of this License Agr....nt
and within a tifty (50) mile radius of the location of the
principal place of business in cumberland County.
XVI. PRICING. All retail prices for sale of .erchandise and
services by Licens.. shall-be sugg.st.d by Licensor a. part of its
consulting services. Licens.. shall have full control over the
actual pricing charqed for ita sale of .erchandise and .ervicu
within its lic.nse t.rritory.
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XVII. EXECUTION OF DOCUMENTS. Each Party shall, at the
request of the other, execute, acknowledge and deliver any
documents which may be necessary to carry out fully and effectively
the terms of this Agreement.
XVIII. NOTICES. Any notices required or permitted to be
given under this Agreement shall be deemed sufficiently given if
mailed by registered mail, postage prepaid, addressed to the Party
to be notified at its address shown at the beginning of this
Agreement, or at such other address as may be furnished in writing
to the notifying party.
XIX. ARBITRATION.
A. All claims, disputes, and other matters in question
between the parties to this License and consulting Agreement,
arising out of or relating to this Agreement or any breach or
alleged breach of this Agreement, will be decided by arbitration
unless the Parties otherwise mutually agree in writing.
B. The Parties agree upon one arbitrator, otherwise th.r.
shall b. three, one named in writing by each Party of this
Agreement within ten (10) days after notice of arbitration is
served by either Party upon the other, and a third arbitrator
selected by these two (2) arbitrators within ten (10) days
. th.reaft.r. No one shall s.rve as an arbitrator who 18 in any way
financially interested in this Agr....nt or in the affairs of
either Party h.r.to.
c. This agreement to arbitrate shall be specifically
enforceable under the prevaillrl9 arbitration laws. The award
rendered by the arbitrator(s) will be find and blndlnq, and
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judgment may be entered upon it in accordance with the applicable
law in any court that has jurisdiction over the decision.
xx. SUCCESSORS AND ASSIGNS. This License Agreement shall be
binding on the Successors, Heirs and Assigns or each Party.
XXI. HEADINGS. The headings are provided for convenience or
identification only and are not to be construed as having any legal
significance.
XXII. PENNSYLVANIA LAW TO APPLY. This Agreement shall be
construed under and in accordance with the laws or the COlDIDonwealth
or pennsylvania and all obligations of the parties created
hereunder are performable in Dauphin County, pennsylvania.
XXIII. LEGAL CONSTRUCTION. In the event anyone or more or
the provisions contained in this Agreement shall ror any reason be
held invalid, il1eqal or unenforceable in any respect,_ the
invalidity, illeqality or unenforceability shall not affect any
other provision thereof and this Agreement shall be construed as if
such invalid, illeqa1 or unenforceable provision had never been
contained herein.
XXIV. SOLE AGRE1MEN'l' OF THE PARTIES. This AcJr8...nt
constitutes the .ole and only agree.ent of the parti.. hereto and
supersedes any prior understanding or written or oral a~nta
between the partie. re.pecting the within subject aatt.r.
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xxv. AMENDMENT. No' amendment, modification or alteration ot
the terms hereot shall be binding unless the same be in writing,
dated subsequent to the date hereot and duly executed by the
Parties hereto.
XXVI. WAIVER OF DEFAULT. No waiver by the Parties hereto ot
any detault or breach ot any term, condition or covenant ot this
Agreement shall be deemed to be a waiver ot any other breach ot the
same or any other term, condition or covenant contained herein.
IN WITNESS WHEREOF the Parties hereto have set their hands and
seals the day and year tirst written above.
ATTEST:
~,~,. ,~'-c,.t--k~~
ATTEST:
~~'-~.~~~
WITNESS:
,-~~e. \-\o.~~
WITNESS:
\...~~, ,-. ~ ~ <.u.l..Q..
I..;) .
PENN PEST, INC.
QjJf:~
President
(SEAL)
(Licensor)
PENN PEST OF CARLISLE, INC.
"1J.. 8>~
President
(SEAL)
(Licensee)
DEITCH BROTHERS PEST CONTROL
{-.L ;;~
- Partner
( SEAL)
(Licensee)
DEITCH BROTHERS PEST CONTROL
~~~SIAL)
Partner ( icen...)
-12- ~ rfh;;!JJ)
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- fir--. !e$-r rF t:MkISI
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.
PENN PEST, INC., A PENNSYLVANIA
CORPORATION
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
V.
No. 17. N 79 [r.~(" T....-..
FRANK DEITCH AND SAMUEL DEITCH
AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST CONTROL;
.
.
.
.
CIVIL ACTION - EQUITY
.
.
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE, INC., A
PENNSYLVANIA CORPORATION
.
.
.
.
Defendants
ORDER '1'0 APPEAR AT PRELIMINARY HEARING
To: FRANK DEITCH AND SAMUEL DEITCH AS INDIVIDUALS, FRANK DEITCH
AND SAMUEL DEITCH TRADING AS PENN PEST OF CARLISLE, INC., AND
FRANK AND SAM DEITCH TRADING AS DEITCH BROTHERS PEST CONTROL
Take notice that you are hereby ordered you to appear on
~, 1997 at :.6.:.i:L 0' clock A H., Room ~ ,
Court of Common Pleas, Cumberland County, Carlisle, Pennsylvania,
in order that a hearinq may be held to determine whether or not
the preliminary injunction prayed for by the Plaintiff should be
issued.
Dated
~~\ .1't~7
8Y(1/
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..
S"rnIr~'s RETURN - REGULAR
CAS~ NU: 1997-01477 P
CUMM'-JNW~:^I.T11 UF N~lltlSYLV^HIA:
CIJIJNTY UF CUMfJErlLANt>
1'~:HN r~:ST IHe
VS.
[,~; [reH rRAHK fo.T AI.
sn:vfo; WlllSrrYR , Sh':'nff or Oeputy Sher\.tf of
(-UMULUI.ANII County. Pennsylvan1a. who being duly sworn accord1ng
t,.,1 aw, says, the V1 th1n CUMP!.^ INT . !':l.JiJ' TY vas eerved
up,.,n n~: {TGIl FRANK
Mcfendant. at 1&2\il:00 HOURS. Nl the ~5th :lay ':)f M;Jrr:h
19':'7 at CUMfJ~:RLAND Cl.I blH::IH FF' S [l;':f'T. 'lNfo. CljURTHllllSl:: Sl.JtJARfo;
CARLIS\Y.. PA 1701! . CHMBt::RI.AND
C'-'Utl t y. Pennsy 1 vall1a. b,' har;d' nQ t." !'-RAN" DI:: ITCH
Cl t r 'J€' and at tested copy of the CI.iMPLAIIlT - HlUI n
03n,j at the S:lme tlme dlrec't.lng tL1.2. 3tte-ntl.:>n t':l the; contents thereof.
the
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CAS~ NU: 1~91-01177 P
C'lMMIjNW~:^L rH IJF ['~.NNSYL V M:! A:
C!)UNTY f)t-' CUMH~:rILMlD
n:NN r,;';r INC
VS,
U~: '- lei! r'RANI\ ~: r AI.
s j'I.:v~ WllISTI.~;R
hRrJft 7r 0~puty Sh~r'lf ot
CUMt:r:i.:I AND C~,unty. PiE'noSrlVanl~~ wt!Q 11~),l~g ',-11Il, sw{'\(n accoI"ding
to taw. says. thl!' wlthu. (Q.rt!'~~JlIL_:.~_!if21U;.:L_"",,__.
upon ur:! Tell SM\U~:l.. t:
vas eerve~
defendant, at .~151~,:.,;'~~ HCiU"~~. ',-;XI thlt. ~'.'_!l,\. c,;~}' of tt3r,~ti
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a truE> and att..ste.j COpy d Pi<, ....'J.!'J::L~l1!L:..._t.1Ul!'{
tog"U.'?r Wl th NOn t,;t:.__..._
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PENN PEST, INC.. A
PENNSYLVANIA CORPORATION,
Plaintiff :
v.
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST
CONTROL;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE,
INC., A PENNSYLVANIA
CORPORATION,
Defendants
TO: Penn Pest, Inc.
.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No. 97-1477 Equity Term
: CIVIL ACTION - EQUITY
.
.
.
.
.O~IC8 m PLBAD
You are hereby notified to plead to the enclosed New Matter
and Counterclaim within twenty (20) days from service hereof, or
a default jUdgment may be entered against you.
Date: '-1"0-'1'
SAlDIS, GUIDO.
SHUfF Ie
MASl.AND
26 W. iii.. SInIot
CarIiale. '"
SAlOIS, GUIDO, SHUFF & MASLAND
/
By: ~ b"2 ~.. 0 "-("
, Scott D. Moore, Esquire
Supreme Ct. 1.0. I 55694
26 West High Street
Carlisle, PA 17013
(717) 243-6222
Attorney for Defendants
.
.
PENN PEST, INC., A . IN THE COURT OF COMMON PLEAS
.
PENNSYLVANIA CORPORATION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v. No. 97-1477 Equity Term
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS; .
.
:
FRANK DEITCH AND .
.
SAMUEL DEITCH TRADING AS .
.
DEITCH BROTHERS PEST
CONTROL;
: CIVIL ACTION - EQUITY
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE.
INC.. A PENNSYLVANIA
CORPORATION, .
.
Defendants .
.
AJrSWER WITH U1f HAftRR ~ :=~CLAIH 01'
FIWfK DBITCH 11m VI r
DBITCR BROTII8RS PBST C~~L ~
'B" PUT 01' ~ISLB .C.
PLAIJTII'I"S COHPLAI~
AND NOW, comes Frank Deitch indiVidually, Deitch Brothers
Pest Control and Penn Pest of CarliSle, Inc. by and throuqh its
attorneys Saidis, Guido, Shuff , Hasland and files this Answer
with New Matter and CounterClaim and represents as follows:
1. Admitted.
SAJDIS, GUIDO,
SHlJFF a
MASLAND
:16 w. Hl&Il Slnol
CIrfioIt, PA
2. Admitted.
3. Admitted in part and denied in part. It is admitted
that from November of 1993 throuqh March of 1995 Defendants Frank
Deitch and Samuel E. Deitch traded and did business as Deitch
Brothers Pest Control, a pennsylvania partnerShip comprised of
Frank DeitCh and Samuel Deitch with a prinCipal place of bus!neaa
llt 433 Ponderon Road, CUlhle, Pennaylvllnia 17013.
Itia
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specifically denied that they conducted business as partners
after March of 1995.
4. Admitted in part and denied in part. It is admitted
that Frank Deitch was the President of Penn Pest of Carlisle,
Inc., a Pennsylvania Corporation from March of 1995 until the end
of January 1997 and that its principal place of business was
located at 433 ponderosa Road, Carlisle. Pennsylvania 17013. It
is further admitted that Defendant Samuel Deitch worked for the
corporation from March of 1995 until July of 1996.
It is
~
specifically denied that Penn Pest of Carlisle, Inc. is a
Pennsylvania Partnership. It is also specifically denied that
Defendants Frank Deitch and Samuel Deitch are still operating
Penn Pest of Carlisle, Inc.
;;
5. Admitted.
6.
Denied. The averments of paragraph 6 are conclusions
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of law to which no responsive pleading is required.
7. Denied. The averments of paragraph 7 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, the Agreement speaks for
itself. By way of further answer, paragraph II of the Agreement
sets forth a provision for purchase of accounts.
8. Denied. The averments of paragraph 8 are conclusions
SAlOIS, GUIDO. I
SHUlT ol
MASLAND
26W.lfip_
c.tiIIe. '"
of law to which no responsive pleading is required.
To the
extent a response is deemed required, the Agreement speaks for
itself.
I
I.
I of law to which no responsive pleading is required.
9.
Denied.
The averments of paragraph 9 are conclusions
To tbe
,
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extent a response is deemed required, the Agreement speaks for
itself.
10. Denied. The averments of paragraph 10 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, the Agreement speaks for
itself.
11. Denied. The averments of paragraph 11 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
that as a result of the Agreement and because the Defendants were
allowed access to the very foundation of Penn Pest, Inc.,
business strategies, including but not limited to, customer
lists, sales plans, growth plans, and Housing Authority Contracts
in Carlisle and Harrisburg, the Defendants have increased their
yearly revenue to over $70,000.00 with the potential to do
approximately $100,000.00 in the upcoming year.
12. Denied. The averments of paragraph 12 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
that increased revenues resulted from the Agreement and business
expertise and support of the Plaintiff.
By way of further
SAlOIS, GUIDO.
SHUfT a
MASLAND
26W"''''_
c-.",
answer, it is specifically denied that Defendant has refused to
pay Plaintiff its rightful fee.
13. Denied. The averments of paragraph 13 are conclusions
of law to which no relponsive pleading is required. To the
extent a relponee is deemed required, it is specifically denied
~
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SAlDIS, GUIDO. I
SHUFF A
MASLAND I
26W.ltipS.....
C..li...."" ,
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that the Defendants are currently in default of their obligations
to remit ten (10) percent of the weekly gross proceeds.
14. Denied. The averments of paragraph 14 are conclusions
of law to which no responsive pleading is required.
To the
extent
deemed
required,
after
a
reasonable
response
investigation, Defendant is without knowledge or information
sufficient to form a belief as to the truth averments of
paragraph 14. Said averments are, therefore, denied and strict
proof is demanded at the time of trial.
15. Denied. The averments of paragraph 15 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
that the Defendant, by not paying the required percentages of the
gross revenues to the Plaintiff by failing to abide by the terms
of the Agreement. s Covenant Not to Compete. is utilizing all
benefits of the association of Plaintiff without properly
compensating the Plaintiff for the services.
16. Admitted in part and denied in part. It is admitted
that Defendants have attempted to terminate the relationship of
the Plaintiff and advised the Plaintiff of their intentions. It
is specifically denied that the termination of the relationship
is in violation of the License and Consulting Agreement. By way
further answer, it is specifically denied that Plaintiffs are
entitled to any percentage of gross revenue from Defendants.
17. Oer-ied. The averments of paragraph 17 are conclusions
;,f law to which no responsive pleading is required.
To the
extent a re~ponse is deemed required, it is specifically denied
SAlDIS. GUIDO.
SHUFF ...
MASLAND
l6W.HiPSlmt
c.t.....M
..
.
that in violation of the Agreement's Covenant Not to Compete,
Defendant, Frank Deitch, is operating a pest control company
under the name of Deitch Pest Control. By way of further answer,
Frank Deitch is an employee of Deitch Pest Control.
18. Denied. The averments of paragraph 18 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
that Frank Deitch is soliciting customers in Dauphin, York, and
Franklin Counties. By way of further answer, it specifically
denied that Frank Deitch is operating a pest control business in
violation of the Agreement in Cumberland County.
19. Denied. The averments of paragraph 19 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, the Defendants are without
knowledge or information sufficient to form a belief as to the
truth of the averments of paragraph 19. Said averments are,
therefore, denied and strict proof is demanded at the time of
trial.
20. Denied. The averments of paragraph 20 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
I that in violation of the License and Consulting Agreement,
I
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Defendants have not offered the Plaintiff the right of first
refusal to buy back all assets of the business including, but not
limited
all
to,
customer
accounts
receivable,
accounts,
inventory. furnishings, fixtures, and equipment.
By way of
further answer, Plaintiffs are not entitled to a right of first
,..
.
refusal. In the alternative, Plaintiff has made no offer to buy
back assets of the business.
21. Denied. The averments of paragraph 21 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
that in violation of the License and Consulting Agreement,
Defendants have failed and refused and continue to fail and
refuse to either return the list of customer accounts purchased
by the Plaintiff or return the $8,000.00 purchase price paid by
the Plaintiff for these accounts. By way of further answer,
Plaintiff has a list of customer accounts. Also, by way of
further answer, paragraph XII clause G has not been implicated.
22. Denied. The averments of paragraph 22 are conclusions
of law to which no responsive pleading is required.
To the
ex~ent a response is deemed required, it is specifically denied
that in violation of License and Consulting Agreement, Defendant
have refused to go to arbitration to settle this dispute.
23. Admitted. By way of further answer, Plaintiffs have
told customers to contact Defendants for service.
24. Denied. The averments of paragraph 24 are conclusions
of law to which no responsive pleading is required.
To the
SAlOIS, GUIDO.
SHUFF "
MASLAND
26 W,ItipSlml
CarIlaIt. PA
extent a response is deemed required, after reasonable
inveatigation, Defendants are without knowledge or information
sufficient to form a belief as to the truth of the averments of
paragraph 24. Said averments are therefore denied and strict
proof ia demanded at the time of trial.
.'-3
SAlOIS, GUIDO.
SHUFF "
MASLAND
26W Ili...S.....
CarliIIe. PA
..
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25. Denied.
It is specifically denied that because it
cannot obtain the list of customer accounts from the Defendants,
the Plaintiff is unable to properly service existing Penn Pest,
Inc. clients. To the contrary, Plaintiff has taken possession of
Penn Pest of Carlisle, Inc.'s phone number and has been taking
calls and servicing clients. Moreover, Plaintiff has possession
of a list of customer accounts.
26. Denied. The averments of paragraph 26 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, Defendants are without
knowledge or information sufficient to form a belief as to the
truth of the averments of paragraph 26. Said averments are,
therefore, denied and strict proof thereof is demanded at the
time of trial.
27. Denied. The averments of paragraph 27 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, after reasonable
investigation, Defendants are without knowledge or information
sufficient to form a belief as to the truth of the averments of
paragraph 27. Said averments are, therefore, denied and strict
proof thereof is demanded at the time of trial.
28. Denied. The averments of paragraph 28 are conclusions
of law to which no responsive pleading is required.
To the
extent a response is deemed required, it is specifically denied
that Plaintiff has fulfilled all of its obligations under the
Agreement. By way of further answer, it is specifically denied
,/
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that Plaintiff comes into Equity in good faith and with clean
hands.
WHEREFORE, the Defendants Frank Deitch individually, Deitch
Brothers Pest Control and Penn Pest of Carlisle, Inc.
respectfully request the Court to dismiss Plaintiff's Complaint
with prejudice and to enter judgment in favor of the Defendants
and against Plaintiff together with such other and further relief
as the Court deems just and appropriate.
NEW HATTER
29. The averments in paragraphs 1 through 28 are
incorporated herein by reference and realleged as affirmative
defenses.
30. Plaintiff has an adequate remedy at law.
31. Plaintiff has not suffered any irreparable harm.
32. The restrictive covenant is not supported by adequate
consideration.
33. The restrictive covenant is not reasonably restricted.
34. On March 2, 1995, the Plaintiff, Deitch Brothers Pest
Control and Penn Pest of Carlisle, Inc. entered into a License
and Consulting Agreement. A copy of the Agreement is attached to
the Complaint as Exhibit "A",
35. Penn Pest of Carlisle, Inc. and Deitch Brother. Pest
SAlOIS, GUIDO,
SHUFF&< Control are the Licensees under the License and Consulting
MASLAND
26 W. Hi,. S_ Agreemen t .
CotllJk. PA
36. Frank Deitch is not a Licensee under this Agreement.
37. The Agreement contains a provision titled Covenant Not
to Compete that states:
SAlOIS, GUIDO.
SHUn' A
MASLAND
26W.Hip_
c_.~
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Licensee agrees that in the event that the License Agreement
is terminated as provided for under this Agreement, Licensee
will not engage in direct business competition in a si~ilar
retail business, either as an owner, partner, shareholder,
manager, or consultant for a period of two (2) years from
the date of termination of this License Agreement and within
a fifty (50) mile radius of the location of the principal
place of business in Cumberland County.
38. The Covenant Not to Compete provision is not
enforceable against Frank Deitch as an individual.
39. The Covenant Not to Compete does not prevent Frank
Deitch from working as an employee of a family owned company or
any other pest control company.
40. The License and Consulting Agreement states that the
Licensor will provide logistical and consulting support which
included the following:
(al Telephone answering services;
(b) All calls generated for advertised phone numbers will
be routed directly to the corporate offices with charges for
calls paid by the Licensee;
(C) Billings, including collection of accounts receivable;
(d) Training;
(e) Assist in account development;
(f) Advertising placement;
(g) Assist in obtaining insurance;
(h) Purchase of inventory and equipment at Licensor's cost;
and
(il Assist in licensing procedures.
See License and Consulting Agreement paragraph VIII, Exhibit "A"
of Complaint.
41. Plaintiff failed to provide services .a required under
the Agroement.
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42. The telephone answering services provided were
inadequate and failed to provide a consistent message service for
Defendant Penn Pest of Carlisle, Inc.
43. As a result, Defendant Penn Pest of Carlisle, Inc. was
forced to take over this responsibility.
44. The billing procedures used by Plaintiff were
inadequate and resulted in Penn Pest of Carlisle, Inc. being
under paid.
45. Defendant Penn Pest of Carlisle, Inc. was forced to
assume responsibility for its own accounts receivable in order to
insure proper payment.
46. Rather than providing training and expertise for
Defendant Penn Pest of Carlisle, Inc., Defendant Penn Pest of
Carlisle, Inc. provided its services and technical support to
Plaintiff.
47. Plaintiff failed to assist in any meaningful account
development.
SAlOIS. GUIDO.
SHUFF "
MASLAND
26W.l\ip_
c.rtiaI<. PA
48. Plaintiff failed to assist in obtaining insurance.
49. Plaintiff failed to assist in licensing procedures.
50. During 1996, Plaintiff requested that Defendant perform
work for Plaintiff and receive a forty (40) percent commis.ion.
51. Defendant performed the requested work.
52. Plaintiff has failed to pay Defendant Penn pe.t of
Carlisle, Inc. $269.80 for work performed for Penn pe.t, Inc.
53. Defendant has made demand for payment and Plalnt:1ff h..
refused to pay Defendant.
..
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54. Defendant believes that Plaintiff may owe Defendant
additional commissions.
55. Defendant respectfully requests the Court to order
Plaintiff to provide an accounting of all work performed by
Defendant Penn Pest of Carlisle, Inc. on behalf of or at the
request of Penn Pest, Inc. in 1996 and 1997.
56. In the beginning of March 1996, Plaintiff began
retaining two (2) percent of gross receipts for purposes of
conducting advertising.
57. Defendant believes that Plaintiff has failed to spend
these monies for advertising on behalf of Defendant as required
under the Agreement.
58. Defendant respectfully requests the Court to order
Plaintiff to provide an accounting of the two (2) percent of
gross receipts collected from Defendant for advertising.
59. Plaintiff has breached the License and Consulting
Agreement and therefore does not come into the Court of Equity
with clean hands.
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60. Plaintiff has taken possession of the telephone number
for Penn Pest of Carlisle, Inc.
61. Plaintiff has taken posseBBion of the yellow page
advertisement of Penn Pest of Carlisle, Inc.
SAlOIS, GUIDO.
SHUFF A
MASLAND
26 w. Hip S.....
Carti....PA
...
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64. Defendant Penn Pest of Carlisle, Inc. respectfully
requests the Court to enjoin Penn Pest, Inc. from using the phone
number of Penn Pest of Carlisle, Inc., from and doing business as
Penn Pest of Carlisle, Inc.
65. Defendant Frank Deitch respectfully requests the Court
to declare that he may work for Deitch Pest Control or any other
pest control company as an employee without violating the
covenant not to compete contained in the March 2, 1995 License
and Consulting Agreement.
WHEREFORE, the Defendants Frank Deitch individually, Deitch
Brothers Pest Control and Penn Pest of Carlisle, Inc.
respectfully request the Court to dismiss Plaintiff's Complaint
with prejudice and to enter judgment in favor of the Defendants
and against Plaintiff and such other and further relief as the
Court deems just and appropriate.
COUJITIRCLAIM
Paragraphs 29 through 65 are incorporated by reference as
though fully set forth herein.
WHEREFORE, the Defendants Frank Deitch individually, Deitch
Brothers Pest Control and Penn Pest of Carlisle, Inc.
respectfully request the Court to dismiss Plaintiff's Complaint
with prejudice and to enter judgment in favor of the Defendant.
and against Plaintiff.
Moreover, Defendants respectfully request the COurt to
enjoin Penn Pest, Inc. from using the phone number of PeDn Peat
of Carlisle, Inc. and from doing business .. Penn Peat. of
Carlisle, Inc. In addition, Defendants respectfully reque.t tbat
....
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the Court order plaintiff to provide an accounting of all
business conducted under the name of Penn Pest of Carlisle, Inc.,
an accounting of the two (2) percent of gross receipts collected
from Defendant for advertising and an accounting of all work
performed by Defendant, Penn Pest of Carlisle, Inc., on behalf of
or at the request of Penn Pest, Inc. in 1996 and 1997.
Further, Defendant, Frank Deitch, respectfully requests the
Court to declare that Frank Deitch may work for Deitch Pest
Control or any other pest control company without violating the
covenant not to compete contained in the March 2, 1995 License
and Consulting Agreement.
,
Respectfully submitted,
Dated:
L(-fo- "1
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SAlOIS, GUIDO, SHUFF & MASLAND
,/
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~cott D. Moore, Esquire
26 w. High Street
Carlisle, PA 17013
(717) 243-6222
Attorney for Defendants
"
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VERIFICATION
I verify that the statements made in the foregoing Answer
with New Hatter and Counterclaim are true and correct. I
understand that false statements herein are made subject to the
penalties of 18 Pa. C.S. S 4904, relating to unsworn
falsification to authorities.
DATED:
'{-to. ~7
FYaf L!!:>~
SAlOIS, GUIDO.
snu.... A
MASLAND
26W.ltipSlftel
CorIWe, PA
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PENN PEST. INC,. A
PENNSYLVANIA CORPORATION.
Plainti ff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY. PENNSYLVANIA
V,
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND SAMUEL
DEITCH TRADING AS DEITCH
BROTHERS PEST CONTROL;
FRANK DEITCH AND SAMUEL
DEITCH TRADING AS PENN PEST
OF CARLISLE. INC.. A
PENNSYLVANIA CORPORATION.
Defendants
CIVIL ACTION - EQUITY
NO. 97-1477 EQUITY TERM
O1illERJ1E-.-C.llrn
AND NOW. this 11th day of April. 1997. upon
representation by plaitiff, Penn Pest. Inc.. that they are
withdrawing their petition for a preliminary injunction against
Defendant Samuel Deitch, and with the consent of Samuel Deitch,
the petition see~ing a preliminary injunction against Samuel
Deitch IS WITHDRAWN AND DISMISSED.
A. Mark Winter. ESQuire
For Plainti ff ~ ~~,i..J '4;"/f7
Scott D. Moore. ESQuire ~
For Defendant Frank Deitch
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PENN PEST. INC..
A PENNSYLVANIA CORPORATION.
PlainU ff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY. PENNSYLVANIA
V.
~
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND SAMUEL
DEITCH TRADING AS DEITCH
BROTHERS PEST CONTROL;
FRANK DEITCH AND SAMUEL
DEITCH TRADING AS PENN PEST
OF CARLISLE. INC.. A
PENNSYLVANIA CORPORATION.
Defendants
CIVIL ACTION - EQUITY
NO. 97-1477 EQUITY TERM
IN RE: IESIlJIDNY__,Qf._J1:!DMLllUlC.tt
Proceedings held before the
HONORABLE EDGAR B. BAYLEY. J..
Cumberland County Courthouse. Carlisle. Pennsylvania.
on April 11. 1997.
in Courtroom Number Two.
APPEARANCES:
A. MARK WINTER. ESQuire
For the Plaintiff
SCOTT B. MOORE, ESQuire
For Defendant Fronk Deitch
7:)
1"""\
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1 April 11, 1997
2 Carlisle. Pennsylvania
3
4 (Whereupon, the following testimony
5 was requested:)
6 MR. MOORE: At thi s time I would call Thomas
7 Deitch to the stand.
8 Whereupon,
9 THOMAS LAWRENCE DEITCH,
10 having been duly sworn, testified as follows:
11 DIRECT EXAMINATION
12 BY MR. MOORE:
13 Q Mr. Deitch, can you please state your full
14 name and spell your last name.
15 A Thomas Lawrence Deitch, D-e-i-t-c-h.
16 Q And your educational background?
17 A A high school graduate. 1986. and 0 lot of
18 technical training in the Dest control field. sem1nars on
19 insect biology and control. pestic1de opplicat10n and 1ts
20 safety.
21 Q Can yoU please give the Court 0 br1ef
22 employment history?
23 A I spent four years in the militarY frOM 1986
24 to 1990. after which I worked for my dad at Franko's Pest
2S Control in California. and when he sold the company, I
'1
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1 worked for the company that purchased that. Then I workea
2 for Airborne Express os 0 courier, and then Western Parcel
3 Express os 0 courier at which time -- that was in '96. I
4 come out here in March of '96 and become 0 franchisee of
5 Penn Pest, Inc.
6 Q Hove you recently formed 0 company by the
7 nome of Deitch Pest Control?
8 A Yes, I have.
9 Q And con yOU tell the Court what things you've
10 done to set UP this company?
11 A I submitted an application for on EIN number,
12 set UP bonk accounts, had meetings with accountants to set
13 UP a payroll. and then currently working on workman's camp
14 insurance.
15 MR, WINTER: Your Honor, we would stipulate
16 that Thomas Deitch apparently had set UP an organization
17 called Deitch Pest Control. In the interest of time, we'll
18 certainly stipulate to that,
19 THE COURT: Okay. So stipulated.
20 MR. WINTER: We will even stipulate that
21 opparently he has on employee named Frank Deitch working
22 there.
23 THE COURT: So stipulated,
24 MR. WINTER: We wish the Court to take
25 specio} notice of that relationship.
3
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THE COURT:
MR. MOORE:
Next.
That's all the Questions I hove.
Your Honor,
THE COURT: Any cross?
MR. WINTER: Just a few.
CROSS EXAMINATION
BY MR. WINTER:
a Mr. Deitch. you are, in fact. a franchisee
and licensee of Penn Pest. Inc.. is that correct. sir?
A Yes. sir.
a And you have now set UP a company called
Deitch Pest Control. is that correct?
A Yes. sir.
a And that's operating here in Cumberland
County?
Yes. sir.
And you've hired your dad as an employee, is
A
a
that correct?
A That's correct.
a Is your Uncle Sam involved with that
organization 1n any way?
A No. sir.
Q And I see that on Monday here you had your
dod sign a withholding form, is that correct?
A That.s correct.
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PENN PEST, INC., A
PENNSYLVANIA CORPORATION,
PLAINTIFF
V.
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS :
DEITCH BROTHERS PEST CONTROL; :
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARUSLE,
INC., A PENNSYLVANIA
CORPORATION,
DEFENDANTS
....
4/,),5/Q7
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
: 97-14n EQUITY TERM
PREUMINARY INJUN~Qti
AND NOW, this 25th day of April, 1997, following a hearing on the merits of
plalntiffs petition for a preliminary injunction, IT IS ORDERED:
(1) Defendant, Frank Deitch, is preliminarily enjoined for a period of two years
from March 17, 1997, from violating the provisions of the Covenant Not To Compete
in paragraph 'iN of the Ucense and Consulting Agreement entered into on March 2,
1995, between Penn Pest, Inc., Ucensor, and Penn Pest of Carlisle, Inc., and Deitch
Brothers Pest Control, Ucensee.
(2) The preliminary injunction imposed in paragraph 1 shall include Frank
Deitch working in his current capacity at Deitch Pest Control. t
1. We find that designating Frank Deitch as an "emptoyee" of Deitch Pest
Control Is a subterfuge in an attempt to avoid his having to comply with the Covenant
Not To Compete that he is now violating.
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09. 97 12 I 31 p~ "'A. MARK WINTKR,-.,
P03
'ID '11'1, IlIC. A
,....'lLVUU CORl'OOT10.,
naiJltiU
I1'f TO Con'1' or COIlllO. ILIA'
CtJDIllLAJIJ) COtJ1lTY, 'IDSYLVAJrD
V.
I'UIIE >>I1'l'Cla anl! SUUBL
DJUCB AS I1'f])IVIIIVAL.,
'UB DUTCH ancl
IAJIVIL DIITCH TUDDrG AI
DlneJI 1l0TDal JIlT cornOL,
'UB DIITCH IID4
IAJIVIL >>IITCJl 'l'UDIRG AS
JID JIlT or CULI'LI,
DC., A '....nvuu
COOOI.&'l'tO. ,
'7-1677 IQVITT '1'1"
Defend."ta
1~~'1"~a 1ft) "''1'--'' ft.... '10 POI'! BOD
AD _, tJii. ,th day of ..y, 1117, aoae. the 'etitiollaJ:, JID
11''1', IBC., ~y it. attorney, A. M&IX WXlTII,'I'QVXII, anl! fila.
thi. letition to IXteD4 Date to 'oat Bonl! anl! iJl auppo~t the~eof,
..,.2:. that I
1. Jetitione~ !i1e4 an Aotion iJl lqu1ty to .eelt to ufoJ:oe a
non-oo.petitlya alauae aga1D.t De!uclut.
2. A heuiJl, wa. he1eS befon the Rollou~le JdGu a. ..,.lay oa
&p~il 11, un.
J. A Decidu wa.. ~an4ue4 by oJUdge aar1ey oa &pdl II, un.
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MARK WINTKR
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10. 'etition.~ believe. anI! aver. that no ha~ ha. ~.en 40ne
to the D.!.n4ant by it. failure to po.t the bonel within ten (10)
clay. .
11. ,.Utionn ha. reedy.1! iJlfonaation !~oa a CUUnlan4
County ...lto~ that De!en4aDt rrank Deitoh i. now parfocainv pe.t
inap.otion. in 4i~.at violation of the Cou~t oreleJ:.
1IDIJIJQJm, Jetit.1oner ~.qIleat. that the BOno2:ule Court estenel
the elate !o~ JetitioDer to JG.t ita ~oncl an4 accept the ~oncl now
o!!.~e4 by the 'etitioner.
..rpaotlul1y .~tte4,
A. ..rt lIintn, ICI\I .
310 11. eboaolat. A.enu.
.er.hey, JA 17033
(717) sn-un
II) '23171
Attorney !o~ Jlailltl!t
.J.
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VBRIFI~TION
I, Patrick K. Koran, Pr..ident ot Penn Pe.t, Ino., ..
authorilecl to .ake the tOllowing veritication on behalt ot .ald
corporation. I verity that the .tatemant. made in the tor.qoing
Petition, are true and oorrect to the be.t ot .Y Mowledqe,
intoraation and ~.lief. I underatand that fal.. atat...nt. her.ln
are ..de .ubject to the penaltie. ot 18 Pa. c... 14904, relatinq to
UftIVorn tal.itioation to authorlti...
PINJf PIIT, INC.
..G!.I/.,r~ ~1imJ
Patriok 1:. Moran, Pre. nt
Dated I
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PENH PBST, INe., A PEmisn.VANIA . IN TIm COURT OF COHHON PLEAs
.
CORPoRATION , . ct1H8SRL.\ND COtlN'rr, PENNSYLVANIA
. .
PlaintJ.tt .
.
.
.
V. I . No. 97-1477
.
.
.
FRANX DEITCH AND SAKt1E~ DEITCH .
.
AS INDIVIDUALs 1 , .
.
, .
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FRANJc DEITCH AND I .
.
SAKt1EL DZITCH TRADING ~ . CIVIL ACTION - EQUITY
.
DEITcH BROTHERs PEST H'l'RoL: .
.
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lRANx DJ:I1'CH AND : :
-BL ""ztca ""'""'" ! .
.
PENH PEST OF CARLISLE, INC., A . (P~r.:..JI <<.v ~
.
PENNSY.LVANtA CORPoRA'!'I N .
.
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Detendante, .
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bJUNC~ION BOND
...... ...... lR.BY ......,... '!lA' 's. .."" "". "e..
plei.tift ... Ji!!ll- .TI"",, 'ure,y. ore h.,. ond t1""y boUnd
on,o 'h. eo....""'h '.....yl...'. ,. the 'un of .,...... to
be P"d to tho C...... "th of """,y'.on,., to un'ch ......,.
.." ond 'ru,y to b. d.. we b',. our..,.... ou, ond ..to of OUt
h.".. ".cuto,.. ... ..,.,.t,.to,.. f'",y by th... P,....t..
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S..led With our. ala.
Dated the 8th day of _ HI" , A.D. 1997
........ 'h. P,., t'ff f"ed . COOp"", ,. E.."y ,. 'h.
COurt 0' COOoon "... to, tho eoon,y 0' C....,'.... to tho E.."y
r.... "". 00",_"", ...tn., Ft..t Do'teh ... 'aou., E.
DolttO. Dof..d..,.. P"Yl.. ,.t., ",., fo, .. "junetlon '0
"""" the "'d d.f....., a. th.,.,. "'t'eu'",y .., 'o,th.
which ..id !'junet!o. '" du'y .,..t.. on Ap'i' 2S, ,.., hy Jud..
Ed.., J. ..y,.y 0' th....id C",t on the ..t.".. 0' tho '''U'ity
in the above-mentioned SUm;
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WASHWGT~'WTERNAnONALWSURAN~~COMPANY
POWER OF ATTORNEY
KNOW All BY THESE PRESENTS: That the Washington International Insurance Company, a corporation organized and elCisting under the law.
of the State of Arizona, and having lis principal olliee in the Village of Schaumburg, Illinois does hereby constitute and appoint
MARY ANNE BRENNAN, DA VID A. DOMINIANI, BRENT D, HEADLEY, KAREN MCFARLAND,
nNA L MAGILL AND JAMIE J. WERNER EACH IN THEIR SEPARA TE CAPACITY
ita lNe and lawful allorney(sHn,fact 10 execute, seal and deliver fOt and on its behalf II surety, any and II bonds and undellakings, recognizances.
conltacll of Indemnlly and other Writings obligatory in the nature thereof, which are or may be aIowed, required, or P8m1ilIed by law. slaMe, rule,
regUalion, c:ont'llcl Of 0CheMise. nlthe executon of such Inslrument(s) i1 pursuance of these presents, 1Il11 be as binding Upon the said Washington
International Insurance Company II fuIy and amply, 10 II Intents and purposes, as r the lame hll been duly executed and acknOVdedged by rts
President and lis principal olliee, \
This Power of Attorney shall be limited In amount to $3,500,000,00 fo, any single obllgallon.
This Power of AlIomey is issued pursuant 10 authority granted by the resolutions of the Board of Directors adopted March 22, 1978,
July 3, 1980 and October 21,1986 Which read, in part, as fclaws:
1. The Chairman of the Board, Presiden~ VICe Presiden~ Assistant Secretary, Treasurer and Secretary may designate AlIomeys.jn-F act, and
aulhofize them 10 execute on behaIt of the Company, and attach the Seal of the Company thereto, bonds, and undertakings, recognizances,
COllt.do of inderntily nl OCher writings obIgatory in the nature thereof, and 10 appoint Special ~Kl, who .. hereby authorized
10 C8llft capies of rry power-d-allomey iBaued In pursuant to this section andIoI any of the By-laws of the Company, and 10 'amove, at any
time, any ludl AlIomey-m-Fact or Special AItorney-m-F act and revoke the authOlily given him.
The aignaturea of the Ch'Iirman of !he Board. the Presiden~ Voce Presiden~ Assistant Secretary, Treasurer and Secrw-Y. and the corporate
seal of the Company, may "" aIIlxed 10 rry Power of AIlomey, certilic:ate, bond Ot undertaking relating thereto, by facaimie. My such P,'W8f
of AIlomey, CIIf1lic:ate bon<; Ot unde:taking bearing such fac:simie signature Ot fac:simle aeaI aftIxed in the ordinary COUI'S(' of busines. shal
be V8id and bIncing upon th.. Company
IN TESTIMONY ~Cf'~~~on Internationallnsuranc: Company has caused thiS instrument to be aigned and lis COrporate seal to be
affixed by lis a~...~,~~Of Janua 7,
~_^' .0. -0. -t;' ~
~v.. "0 "-t!~
fir /,.:-:;'~~~(1';':'" ~~ N I ATIOrJAllNSURANCE COMPANY
~~: ..;'" !,..f.'" .~. \ :
-"'. '0_
=!;: r,~-:z. :-: t :E:
- -. \oJ.. .'.~.a ..~_
at\~ ,::;~,:~t-.:- ..::v~
......... ...(.l,..
$.... ..~~St
.~7 ... ... 'r~
~ -.. .... ~
STATE OF llUNOIS~"", .qRIZOi ,\jI.. \\\"'~~
COUNTY OF COOK) """"..,;1111'1
On thIS 29th day of January, 1997, bfoIore me ume the indNicIu. who executed the
doAt awom, said that he . the therein desaibed and authorizee ofIIc:e< of the W
said instrument. the Corporate s.eaI of said Company,
IN TESTIMONY WHEREOF, I have hereun my
2,
, Voce-President
"OFFICIAL SEAL"
MICHElLE HOWERTON
~ Nlit. Sla d -.os
Cornnosso\ Eqwes 09!ll1.9.l
-~
instrument, to me Il8fIOnaIy known, and. berng ll\' me
1ntemationaI1nawanc:e Company; that the leal affixed to
and yeatlilst aboYe written,
STATE OF IlUNOtSl
COUNTY OF COOK)
t. !he undersigned, Va f'rew... of WASHiNGTON '~TERNA1lONAI..INSURANCE COMPANY, an ARIZONA eorpo.a.n, 00 HERESY CERTIf Y
that the loregoong and attached POWER OF ATTORNEY temlllnS in fullotce and has not been moiled. and fulthet...... that AItida lll. Secilon ~
of the By,Laws 01 the Corporallon, and the RaoMlc:o'l 01,.,. &.d of Cor_IS, set foItn .. the ""- of Attorney, 8f. now in Iotce
Ha 97
S'llned and S.aled ..lIle County 01 COOIl Dat4fd 1he 8th day of _ Y , 19_
~-~
'llPf1\ ICe Ptestdent
. t . 'I
S"/I;,/3!Q7
~
--
PENN PEST, INC., A
PENNSYLVANIA CORPORATION,
PLAINTIFF
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
V.
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST
CONTROL;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARUSLE,
INC., A PENNSYLVANIA
CORPORATION,
DEFENDANTS
.
: 97-14n EQUITY TERM
~
AND NOW, this 13th day of May, 1997, IT IS ORDERED that the petition of
defendants to vacate this court's order of May 9, 1997, IS DENIED.
~~1;J
Edgar B. Bayley, J,
A. Mark Winter, Esquire
For PlaIntiff
Scott D. Moore, Esquire
For Defendants
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4.
Petitioner believes that on Hay 9,
1997, a
representative of Defendant Penn Pest, Inc. appeared at the
Cumberland County Prothonotary's Office and attempted to post a
$10,000.00 bond dated Hay 8, 1997.
5. Petitioner believes that the representative was advised
that the bond had to be posted within ten days of the April 25,
1997 Order.
6. Petitioner believes that the representative stated that
his attorney told him that he had ten business days from the date
of the Order to file the bond.
7.
In
addition,
Petitioner
believes
that
the
representative did not have a certificate from the bonding
company that the company was a licensed surety in Pennsylvania.
8. Subsequently, on Hay 9, 1997, Penn Pest, Inc. filed a
petition to extend the date to post bond and represented that
Penn Pest had acted in a timely fashion but failed to serve the
Petition on counsel prior to the Order being entered.
9. The Honorable Edgar B. Bayley entered an Order on Hay
9, 1997 extending the date to post bond.
10. When bond was not posted, the injunction automatically
dissolved. Goodies OIde Fashion Fudae Comoanv v. Kuiros, 408 Pa.
SAlOIS, GUIDO,
SHUFF A Super. 495, 502, 597 A.2d 141, 144 (1991) (a copy of the opinion
I\lASLAND
26W Ilip_ is attached hereto and marked as Exhibit . A.).
em... '"
11. Petitioner is prejudiced by the delay in posting bond
because Petitioner has made conunitments to people to conduct
work.
..
..
97
&11M .
GOODIES OLDE FASHION FUDGE Y. KUJROS
Clle.."" A.U .f. ~,.... ."1)
magiatrat.! had a reuonable buis
conclude that the contraband would be
'the pIaee to be eearehed. Grur, nopro.
prior counael attempled to auppreu
ty\dence, u appellant now aUllnta,
tilt maPtrate'a deciaion to iIIue the war-
JIIlt would have been upheld u the police
oftlcen' oblervationa provided an indepen-
deot baai! of probable caUle. Contrary to
appellant'1 uaertion, prior counae. .u not
lDtffoeti.e in this reprd, CommollMGltIt.
r. PUre., 515 PL 163, 527 A.2d 973 (1987),
Judpent of aentenc:e afftnned.
POPOVICH, J., diaaenta.
(!7_'~~)
GOODIES OLDE FASHION FUDGE
CO. a Pennaylnnla Corporation,
Appellee,
y.
Pew J. XUlROS and IJJa Layell Kulroe,
RaaMn4 and WIle, and XelUleth Kill-
roo, Indhldlla1ly and tJdfb/a Kopper
Kett1e Fudce Fador)' and Jeffrey A.
KlIlroo, Appelluta.
Superior Court of PeftlllylYlnia.
Arrued July 31, 1991.
Fi1ed Sept. 27, 19111.
~
r
In auk to compel defendanta to c:eue
lIIiar aecret fonnula, receipta, IlH!thoda and
~un of plaintiff and to refrain from
aolicitinr or COIItactinc plaintifra euatom-
en, the Court of Common P\eaa, A""rheny
Count)', No, G.D. No, 90-16229. Smith. J.,
entend order (nIltinr pteli'llinary injunc-
tion and defendanla appealed. The Superi-
or Court, No. 01733 Plttaburrh 1990, Ola,.
fWlk~ J" held that: (1) order conatituled a
"Pl'eliminary injunction" even thourh bond
~nired 101' injunction to ro into effect had
!lOt bHn pooled, and (2) order would be
i:-
PL 141
vacaled where required bond had not bHn
pooled before appeal wu taken.
Order v_led.
[
I. Appeal and Enor "100(1)
InJunction "148(1)
Order rnnllnr plaintiff a preliminary
injunction conalltuled a "preliminary In-
junc:tion" and wu appealable .nn tbourh
th. bond required for th. injunction to take
.flect had not been pooled. Ruin App.
Proc:., Rule 311(a)(4), 42 Pa.C,S,A.; Ruin
CiY,Proc:., Rule 1631(b), 42 Pa.C.s,A.
See publicatkm Words and Phruea
ror othu )udIcIal COIlIlructions and
definitions.
Ii
[
2. InJunction "113(1)
Order (nIlting preliminary injwlction
but which did not become .Ifectin WIlli
reqnired bond wu poated WOlIId be _led
where bond had not bHn (lOlled before
appeal wu taken. Rulea CiY.Proc:., Rule
1631(b), 42 Pa.C.s.A.
3. InJuncllon "'148(1), 113(1)
Trial judr' (nIltinr preliminary in-
junction abould fill tim. within which bond
mlUlt be (lOlled by the injunc:tion-eeekln&
plaintiff, and if no bond ia (lOlled by the
date aet, the injunc:tion will be automallcal-
Iy diaaolved and no appeal need be taken.
Rulea CiY,Proc:., Rule 1631(b), 42 Pa.C.s.A,
Louia C, Lonr, Plttaburrh, for appel-
uta.
TheocIore Kukunu, Plttaburrh. fOl' ap-
pellee,
Before McEWEN, OLSZEWSKI, and
CERCONE, JJ.
OLSZEWSKI, Jud(e.
Thia ia an appea1 from an order rrantinc
a ptetiminary injunction. Peter Kuirot,
Liaa Kuiroa, and K.nneth Kuiroa, Vd/b/a
Kopper K.ttle Fud(e hctory, and Jeffrey
Kuiroa (col\ectjytly, the Kuiroa delendanla)
were ordered to c:t_ Ullnr the Ittftt
'onnula, l'tc:ti~lI. IlH!thoda and te<hniquee
0' Goodiea Oldt Fuhion Fuq. Co, (Good-
ita. and to ",'rain from IOlicitinr 01' COlI-
142 Pa.
597 ATLANTIC REPORTER, Zd SERIES
tacting Goodies' customen. The Kuiros
defendanta appeal, claiming that the pre-
liminary injunction is defective because
Goodies hu failed to post a bond u re-
quired by Pa,R.Civ,P. 1531(b), Alternative-
ly, the Kuiroa defendants argue that the
covenant not to compete which is the foun-
dation of the injunction is unenfolUable
because it is unrestricted u to time and
area, or it lacks consideration u it wu not
executed ancillary to the inception of em-
ployment. The Kuiroa defendanta aJao
challenge the sufficiency of Goodiea' evi-
dence of irreparable ham. In a Iut-ditch
effort to partially vacate the injunction, the
Kuiroa defendants claim that the injunction
should only apply In Peter Kuiroa u he
wu the only defendant employed by G0od-
ies and, consequently, the only defendant
to aign a covenant not to compete.
Goodies requests that we quuh this ap-
peal u interlocutory, The ....nce of
Goodies' argument is that the injunction,
by ita expl'l!88 terms, does not become ef,
feedve until the bond has been posted. As
Goodies has not posted the bond, the in-
junction does not yet exist. Thus, Goodies
argues that there is no fmal order before
this Court. Having reviewed the argu'
menta of the parties. we vacate the injunc-
tion, as it has been granted without the
posting of the bond required by P&.R.Civ.P.
1531(b)'
The sub.Wlce of the onler at issue here
provides as follows:
AND NOW, to-wit, this 2nd day of
November. 1990, the defendants are
hereby enjoined from:
I. U,ing the aecnt fonnula. reeeipta.
methods, and techniques in the manuf~
turiD!: of fudge and relati'oI candy prod-
uds; and
2, Soliciting or otherwise contactinc
any of plaintiffa customen wh_ identi-
t)' or buaiDeu relationahip with plaintiff
became known to the defendants t.hrou&h
any one of the defendants employment
nlationahip with the plaiDtiff.
This injunction to tske effect upon the
plaintiff pootin. a bond in the sum of
twenty UIouaand dollars ($20,000.00), sec.
\eg. .t see, reg,
It is undisputed that Goodiea has not POOl-
ed the bond u required by the order,
Initially, we examine Goodi..' argument
that the failure to post the bond renden
this order unappealable. We note that by
ststute and rule, preliminary injunctiona,
while interlocutory, are appealable u of
right. See, Pa.R.A,P, 311(aX4), 42 Pa.
C.S,A., implementing 42 Pa,C.s,A,
f 5105(c). In recornition of these provi-
slona, Goodi.. uiUea that the order in
question is not, in and of itself, a pn\lml.
nary injunction, because it provides that
injunction will take effect upon postlng of
the bond. While enjoying the semantical
sophistry presented by thla argument, we
cannot agree,
Goodiea relies upon ~ ~, Boltz,
401 Pa. 365, 164 A.2d 663 (1960), and r.....
.uzi Bevnage Co. ~, Local U..io.. uo, 408
P&. 380. 184 A.2d 243 (1962), u supporting
ita argument that the order at issue is not
appealable. We find both cues diatio-
guishable. Goodies cites us to the follow-
ing passage in ~e:
, ., where, as here. the court does no
more than make absolute a rule for a
preliminary injunction and directs that
auch injunction ahall issue, it is the carry.
o.g out of the order by the issuance of
the injunction that becomes appealable.
(Appellee', brief at 10. Guoting Z.;gtfl/uM,
..pro at 371, 164 A.2d at 666), We believe
the more relevant portiona ol the Zeigert-
lOA. opinion are u lollows:
[following argument on preliminary ob-
je<:tions to the complaint) ... the court
, .. entered the following order: ''T!Ie
preliminary objectiona ...... dismisoed; the
rule is made absolute. The preliminar1
injunction shall issu....
.
.
.
.
.
."
I
f
,
~
.
Ordinarii,. the d..,... of a eourt award-
in. the injunction delinoatea and de~
the enjoining mandate. and, thua, CODI~
tutes the injunction whic:h is required 10
be &ec1IJ'Id by bond.
ld. This Iancuace, whic:h pncedea the pu-
..".. quoted by Goodiea, doom. the &l'(U'
ment that t.hia order is not a prelimiJl&t1
injunction.
.
GOODIES OLllE FASHION t'Ullla: v, KUlROS
CIte.. '" .u.I .41 C........' '""
[II Rather than merely makinr abao- 622 A,2d 1129, 1131 (1987) (emphaaia add-
. the rule for the preliminary objection, ed). Such relief mUlt be rranted even if
tile order at Iuue here, aa quoted above, the injundion ia otherwiae proper, III.
iJIarly enumerata which utivitiel are pro- S<< ouo, LoIVnIIl~ Co,,"IW v, Brmlllf',
'1lIbiud and .tate~ that ..th~ ddendanta are 135 r.C:m~lth. 619, 630, 582 A.2d 79, 84
\ .....by ,'njoined. ThUI, It dehnratea and (1990); (hmlo v. r...co1fW l1fc., 308 PLSU'
. .r.... II,. enjoininr rnandall' More im- per, r~;4, r~;7. 454 A,2d 1042, 1044 (1982);
l pottanUy, no further onler of the trial RO",1fI""'i v, Foc"", 457 Pa. 4~2, 494, 327
eourt is ne<e.lII1)'. Goodlel nt."" not"" A,2d 36, 3M (1974); S..feO ProduclA, lru:. v.
11Im to the !rial court after po.ting the Kimck, :167 Pa, 516, 519, 80 A.2d 842, 844
bond and requeat that the langulge of the (1951), Theae cues, while inatructive, are
order at iuue here be repealt'd in a aubae- not truly on point Here, we are not
quent oro... Thia order is ..If.necuting presented with the failure of a trial court
upon paotin, of the bond and COlllltitUta a to requ;..., that a plaintiff poot Lond; rath-
pftliminary injunction. Therdu... it ia a~ er, we are faced with plaintifr. failure to
pealable under PLR.A.P., Rule 311(a)(4).' comply with the trial court'a order that
s-. Rou U1fij'omu, 11Ie. e. Lobe~ 408 PI. bond be pooted.
421, 424, 184 A.2d 261, 263 (1962) (diatin- A alirhtly different procedural defect ia
cuilhing the onler dec:1ared unappealable presented in Mo",..14 e. UlIiled StnltllOrl:,
in ZrignafW. from an onler which pur- en of Am.rico. 409 PI. 175, 185 A.2d 595
port.I to grant a preliminary injunction). (1962). There the trial court entered a
We aIao fInd Ttrriui diatinruiahable, preliminary injunction effertive immed1 ....
There our Supreme Court found that the Iy. postponing a union election schedu "'-
trial court did not have juriadiction in the nine and one-half houn later and requiri r
dispute due to the esclUlive jurisdiction of the posting of a bond within 48 houn, n
the National Labor Relatiollll Board under vacating the injunction, our Supreme Court
the Taft-Hartley Act of 1~7, Terrizzi, noted that the injunction waa effective im-
...pns at 383, 184 A.2d at 245, Abaent mediately without the protection of the
jurisdiction, the trial court could not enter bond, and that the fIling of the bond could
a valid onler. Our Supreme Court noted be delayed until after the election had been
that the onler at issue alao dismiaaed the enjoined. III. at 177, 185 A.2d at 597.
~fendanta' preliminary objectiona; su~h Again, this is not dire<tIy on point heeauae
III order ia appealable, Thua, any discus- the order at Iuue he", atates that the
lion of the appealability of the injunctive injun~tion is not effeftive until the bond ia
portion of that order ia dic/4. posted.
The KuiIoa defendanta argue that a p"" Yet another factual acenario occurred in
Iiminary injundion iaaued without !.he post. R_ UlIifomu, III,.,.. '!'heft the prelimi-
in( of a bond ia a nullity, ''The foil..,. 01 nary injunction iaaued without a bond beine
1M Iri4/ COIIr( 10 ,..,..i,. tAt 1'01""11 of 0 required, The order was subsequently
601ld to leCure a preliminary injunction aa amended to require the postinr of a bond,
",!uired by Pa.R.Civ.P, 1531(b) is a fatal and an appeal was taken, After the fIline
defect requirin( an appellate court to va- of the appea~ the plaintiff pooted the bond
Cite the injunction." Soj4 v. Fudoryt'ille required by the amended order, In vacat.-
SpclrUmtll ~ Cld, 361 Pa.Super. 473, 478, ing the injunction. our Supreme Court ltat.
Pa. 143
;f
;".
oii
In ./w proh.lnlc<l COIlduct. or .bidi.. "" lho
Ifflft. '" lho onIet' withouJ tho protKIloII '" tho
bond "ht<h ....... ........Iy. Tl>c pIainIiIl......w
...... oblaln ./w /wMlIt '" ./w ,,"hminary In,
jum:,"", without poIil1,. . bon.!. I dtw rioIa,
...... uI.ho ""rtt '" "".ItCIv.P I'll(bl. Such.
rourw '" ,onducI -W Ill... _ ....U,P
)1 HaMel b, ""'aI... . t~ 01 ,,"limiftary In
tutkhon ..hK h cuu-Id not: ... t~ by thl.
Cuul1 1""'11 Writ .,U not du,
I, Sound policy r_ aha ...... ....n.. lho
poIition ~en b, Goodm. Were '<W 10 acCt'pI
tM &rpmenl thai an onk1 IUCh as this " noc
-.l.hI< unlll tho bond I. """ed. _ -W
pqu dw dd"endanl subj<<1 to tis tcorm' tn aft
UfUmabte plKIUon. Plat"tlff wtHolld br frff to
,.... .ho bond .t ...y "_, Im-.....ly bri.....
lhf tnjUndlun intu cited Th"" dd~ .,
prnrnlnJ wllh 1M l hmn of nUl"l . (ontt'mpt
L-~ "~~M .-".., ~...
~
144 Pa,
,.,.
597 ATI.ANTIC R}:PORTER, 2d SERIES
ed "we know when the bond WI.' furnished
and approved. but both events having oc.
curred after the grant of the injunction and
the appeallo this court therefrom, the fur.
nishing of the bond did not correct the
error of the court below," ld. at 425, 184
A.2d at 263, This, too, is not directly on
point because the trial court erroneoully
entered an injunction effective immediately
without the requirement of a bond. In the
case ...6 judice, there was no error which
the trial court corrected by amending the
order.
(2) Thua, we are faced with what al"
pears lo be a unique factual scenario in an
area often vilited by the courts of this
Commonwealth, Of what effect is an or-
der, purporting lo be a p...liminary injunc-
tion, which by its own tenna doea not be-
come effective until the required bond is
poatecl, when the plaintiff fails lo poat the
required bond before an appeal ia taken?
We hold today that the poliq expresled in
the abovMited cues as well as in Pa.
R.Civ.P. 1531(b) requires that luch an or.
der be vacated.
It mUlt be remembered that a prelimi.
nary injunction is a moat e.traordinary
form of relief which is lo be granted only
in the moat compelling cas.., Soja, ...pro
at 475, 522 A,2d at 1129. The requirement
of a bond exists for the lpeciflc purpose of
protecting a defendant by lupplying a fund
lo pay damages if this relief is granted
erroneoully, ChrUto, ...pro at 567, 454
A.2d at 1044, A unifying theme running
throughout the Casel cited above is conrern
that the defendant subject lo the injunction
has this prou.,tion. As noted above, this
type of injunction. effective wh.n the bond
ia poated but not lpecifying a date by
which thia mUl;t occur, pIacea the defendant
in a serious quandary, Uncertain as lo
when the plaintiff will poat the bond and so
make the ..If....""uting order effeeth'e, a
defendant mUlt abide by the terml of the
injunction without the prot<<tion of the
bond or enpce in the prohibited activitiea
at the nail of a contempt citation.
[I) Moreover, a defendant aubject lo
IUch an order is caucbt bet_n a pr0ce-
dural Scylla and Charybdis, An appeal
mUlt be filed within 30 daYI of the entry of
the order appealed from. Pa.R.A.P, 903(1),
42 Pa,C,S.A, In civil casel, the date of the
entry of an order is the date the docket is
noted that notice of the order has been
giv.n lo the partiel. Pa.R,A.P, 100(0), 42
Pa.C,S,A, Were we lo adopt the construe.
tion urged by Goodiel, a plaintiff could
wait thirty..,ne daya lo poat the required
bond. ThUI, any timely appeal filed by the
d.fendant would be quaahed as interlocu.
lory, and any appeal filed after the poating
of the bond could be quashed as untimely,
This would, in effect, create a lpeciel of
preliminary injunction ....ntially unappeal.
able lo this Court. We decline lo authorize
thia unwise practice. The...fore, we hold
that the trial judge ahould aUlomatically fIX
a time within which bond muat be POSled
by the injunotion'leekine plaintiff. .u._ .
boad is poated by the date set, the injunc-
t.ioD will be aUlomaticalb' diaaoIved, aaG no .
'PpeaI need be taken by the defendan~
We now apply the rule lo the facta of
this case. At argument, Goodies claimed
that financial difflCultiea led lo the failure
lo poat a bond, The order granting tho
injunction was entered November 2, 1990,
At no time in the intervening nine and one-
half months has Goodie. filed the bond.
Goodies' explanation of the failure actually
provides weight lo the Kuiros ddendanta'
argument If Goodies is without tho
wh....withal lo poat the bond, they an
unlikely lo poasess sufficient reaourcos for
any damages awarded if defendanta <OlIl-
ply with the order and the injunction is
later determined lo have iaaued in e.,..,r, It
is precisely this situation which the Rulet
mean lo prevent by requiring the po.tin(
of a bond. Thua, we fmd that Goodies bu
not poated the bond according lo the trio!
eovrt's ord.r and vacate the order st iu....
Aceordingly, we need not .npre an obi_
diel4 as lo the other iaaues ......n~ by
the Kuirol def.ndanta' appeal,
Order vaca~ Cue ...manded fur f1ll"
titer proct'edings. Juriadiotion rtlitl-
quiahed.
c@-~J
j
j
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PENN PEST, INC., A
PENNSYLVANIA CORPORATION,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
v.
No. 97-1477 Equity Term
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST
CONTROL;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE,
INC., A PENNSYLVANIA
CORPORATION,
Defendants
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CIVIL ACTION - EQUITY"'
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IIOTICE OP' APPEAL
Notice is hereby given that Frank Deitr.h, individually, ...
Frank DeitCh, trading as Deitch Brothers Pest Control and Penn ~
Pest of Carlisle, Inc., Defendants in the above-named action
hereby appeal to the Superior Court of Pennsylvania from the
Orders entered in this matter on the 25th day of April, 1997 and
the 9th day of May, 1997. These Orders have been entered on the
docket as evidence by the attached copy of the docket entry.
Date: f r ). 7. ., 7
Respectively submitted,
SAlOIS, GUIDO SHUFP" MASLAND
co D. Hoor., Isquire
Supreme Ct. 1.0. I 55694
26 Weat High Stre.t
Carlial., PA 17013
(717) 243-6222
Attorney for Defendant.
SAlOIS, GUIDO,
SH\1fT a
MASLAND
2tIw.ltiPS-
Carb&Ie.PA
,;'
--
.
CBRTIFlCATE OF SBRVICE
On this .-z. -, -h.. day of I'\.... Co.,
, 1997, I,
Scott o. Esquire, hereby certify that I served a true and correct
copy of the foregoing Notice of Appeal upon counsel for all
parties of record via facsimile and United States Mail, postage
prepaid, addressed as follows:
A. Mark Winter, Esquire
310 W. Chocolate Avenue
P.O. Box 412
Hershey, PA 17033
SAlOIS, GUIDO, SHUFF & MASLANO
By' /~o -,:?? . .~
<' Scott D. Moore, Esquire
PYS510 cumber1~irog~;~ i~~~~~~otary's O;;4ce Page
1991-01~77 PENN PEST INC (Vb) DEITCH FRANK ET AL
Reference No..: Filed........: ,3/21/1997
Case TvDe.....: COMPLAINT - EQUITY Time.........: 10:48
Judgmen~......: .00 Execution Date 0/00/0000
Judge Assigned: BAYLEY EDGAR B Sat/Dis/Gntd.. 0/00/0000
Jury Trial. . . .
Hi~afler Court 1
Hi her Court 2
...**......*********..***....**....**.......***...**..* **.******.****.*....***.
General Index Attorney Info
PENN PEST INC PLAINTIFF WINTER A MARK
4601 LOCUST LANE
HARRISBURG PA 17109
DEITCH FRANK
433 PONDEROSA ROAD
CARLISLE PA 17013
DEITCH SAMUEL E
433 PONDEROSA ROAD
CARLISLE PA 17013
DEITCH BROTHERS PEST CONTROL
433 PONDEROSA ROAD
CARLISLE PA 17013
PENN PEST OF CARLISLE INC
433 PONDEROSA ROAD
CARLISLE PA 17013
1
DEFENDANT
DEFENDANT
DEFENDANT
DEFENDANT
.**.***...**.*****........***..****.***..**..*****.......***********************
* Date Entries *
***.***************.*******...**..***..***************.***....*******...**.***..
03/21/97
03/21/97
03/26/97
COMPLAINT - EQUITY
MOTION FOR PRELIMINARY INJUNCTION
SHERIFF'S RETURN FILED
Litigant.: DEITCH FRANK
SERVED : 3/25/97
Costs....: S20.00 Pd By: A. MARK WINTERS 03/26/1997
03/26/97 SHERIFF'S RETURN FILED
Litigant.: DEITCH SAMUEL E
SERVED : 3/25/97
Costs....: Sll.72 Pd By: A. MARK WINTER 03'26/1997
03/21/97 ORDER TO APPEAR AT PRELIMINARY HEARING - 0 TED 3/21/97 - HEARING
4/11/97 8:45 AM CR 2 - BY EDGAR B BAYLEY J - COPIES MAILED AND
PERSONALLY GIVEN 3/21/97
04/10/97 ANSWER WITH NEW MATTER AND COUNTERCLAIM OF FRANK DEITCH INDIVIDUAL-
LY, DEITCH BROTHERS PEST CONTROL AND PENN PEST OF CARLISLE, INC.,
TO PLAINTIFF'S COMPLAINT
04/16/97 ORDER OF COURT 4/11/97 PENN PEST INC -WITHDRAWING THEIR
PETITION FOR PRELIMINARY INJUNCTION AGAINST DEFT SAMUEL DEITCH-
IS WITHDRAWN AND DISMISSED EDGAR B BAYLEY JUDGE
COPIES MAILED 4/16/97
TRANSCRIPT LODGED IN RE TESTIMONY OF THOMAS DEITCH
TRANSCRIPT FILED IN RE TESTIMONY OF THOMAS DEITCH ON 4/11/97
APPROVED AND FILED EDGAR B BAYLEY JUDGE
PRELIMINARY INJUNCTION 4/25/97 ORDERED III F DEITCH ENJOINED
FOR 2 YEARS - VIOLATING PROV BETWEEN PENN PEST' DEITCH BROS. PEST
CONTROL 121 PRELIMINARY INJUNCTION SHALL INCLUDE F DEITCH WORKING
CURRENT CAPACITY AT DEITCH PEST CONTROL (3) PLFF FILING A BOND
WITHIN TEN DAYS EDGAR B BAYLEY JUDGE
COPIES MAILED 4/28/97
85/09/97 PETITION TO EXTEND DATE TO POST BOND BY PENN PEST INC
5/09/97 ORDER 5/09/97 HEREBY ORDERED AND DECREED THAT CUMBERLAND COUNTY
PORTHONOTARY'S OFFICE SHALL ACCEPT THE $10~000.00 PERFORMANCE BOND
FROM THE PETITIONER IN FULL COMPLIANCE WIT" TERMS AND CONDITIONS
OF COURT'S DECISION DATED 4/25/97 EDGAR B BAYLEY JUDGE
5/09/97 NOTICE MAILED . PERSONAL SERVICE ON ATTY
05/12/97 INJUNCTION BOND FILED - PENN PREST INC - WASHINGTON INT INS CO
05/12/97 PETITION TO VACATE MAY 9 1997 ORDER
05/13/97 ORDER OF COURT 5/13/97 6RDERED THAT PETITION OF DEFENDANTS TO
VACATE COURT'S ORDER OF 5/09/97 IS DENIED EDGAR B BAYLEY JUDGE
COPIES MAILED 5/13/97
......***........................**.............................................
* Escrow Information *
04/18/97
04/25/97
04/25/97
PYSSlO
199'7-0l~77
PENN
Cumberl~ County Prothonotary's
, "11 Case Inquiry
PEST INC (V~, DEITCH FRANK ET AL
oflti4ce Page
2
Reference No..: Filed........:
Case Type.....: COMPLAINT - EQUITY Time.........:
Judgment. . . . . . : .00 Execution Date
Judge Assigned: BAYLEY EDGAR B Sat/Dis/Gntd..
Jury TriaL.. .
Hilaher Court 1
Hi her Court 2
* Fees , Debits Bea BollI Pvmts/Ad1 nd BollI *
..***...************************f.*.*****,.*****'*********************...*******
3/2l/~1997
0:48
0/00 0000
0/00/0000
35.00 35.00 .00
5:a8 5:~8 :88
5.00 5.00 .00
------------------------ ------------
45.50 45.50 .00
.*......***.....***..***.....**......**...***..........***********...***********
* End of Case Information *
***..******.*****..*.**.......**....**....**........***.***********.*...********
COMPLAINT
TAX ON CMPLT
SETTLEMENT
JCP FEE
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06/18/97
1301
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SUPERIOR COURT OF PENNSYLVANIA
OFFICIAL DOCKET
DOCKET # 00543HBG97
FULL CAPTION
001E PENN PEST, INC, A PENNSYLVANIA CORPORATION
V
FRANK DEITCH AND SAMUEL DEITCH AS INDIVIDUALS
FRANK DEITCH & SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST CONTROL;
FRANK DEITCH & SAMUEL DEITCH TRADING AS
PENN PEST OF CARLISLE, INC, A PENNSYLVANIA
CORPORATION
002T APPEAL OF: FRANK DEITCH, INDIVIDUALLY,
FRANK DEITCH, TRADING AS DEITCH BROTHERS PEST
CONTROL & PENN PEST OF CARLISLE, INC
COUNSEL TITLE FOR MAIL
55694 SCOTT D MOORE 002T Y
26 WEST HIGH STREET
POBOX 560
CARLISLE. PA 17013 717-243-6222
23178 A MARK WINTER 001E Y
310 W CHOCOLATE AVE
POBOX 412
HERSHEY. PA 17033 717-533-4868
CONSOLIDATED DOCKET NUMBER
BACKGROUND DATA
TRIAL COURT RECORDS
CATEGORY:
COURT NAME:
COUNTY :
JUDICIAL DISTRICT:
CASE TYPE/CHARGE:
TRIAL COURT CHARGES:
JUDGE(S) :
DISPOSITION TYPE:
DISPOSITION DATE:
APPEAL FILE DATE:
DISPOSITION ENTERED:
TRIAL CRT DOCKET NO. :
OFFENSE TRACKING NO.:
STATUS INFORMATION
07/02/97 DOCKETING STATEMENT DUE
07/06/97 LOWER COURT RECORD DUE
DOCKET ENTRIES
06/18/97 NOTICE OF APPEAL
cv
CIVIL
CUMBERLAND
09
EQUITY
BAYLEY. E
ORDER ENTERED
05/09/97
OS/27/97
97-1477
FOR
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PENN PEST, INC., A
PENNSYLVANIA CORPORATION,
APPEU.EE
V,
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
DEITCH BROTHERS PEST
CONTROL;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARUSLE,
INC" A PENNSYLVANIA
CORPORATION,
APPELlANTS
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
.
: 97-14n EQUITY TERM
~RDER OF COUBI
AND NOW, this 23rd day of June, 1997, having received notice of an appeet In
the within case from the SUPerior Court this date, and having never been Provided
prior notice by appeilant's counsei or having been served with a notice of the appea/,
IT IS ORDERED that COUnsel for appellant shall, not later than July 7, 1997, file With
the Prothonotary and forward a copy to this court a statement of matters complalned
of on appeal and a brief In SUPPOrt of that statement CoUnsel for Appellee shaU,
within ten (10) days thereafter, file a response brief in chambers.
By the
Edgar B. J,
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PENN PEST, INC.
a Pennsylvania Corporation
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
v.
.
.
FRANK DEITCH and SAMUEL DEITCH:
trading as DEITCH BROTHERS
PEST CONTROL,
and
FRANK DEITCH and SAMUEL DEITCH:
trading as PENN PEST OF
CARLISLE, INC., a
Pennsylvania corporation,
Defendant
NO. 97-1477 CIVIL TERM
I
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CIVIL ACTION - EQUITY
,
S'l'A'l'BMEII'l' OF MATTERS COMPLAINED OF O. APPEAL
AND NOW, comes the Defendant Frank Deitch, individually and
trading and doing business as Deitch Brothers Pest Control and
Penn Pest of Carlisle, Inc. and states, pursuant to Pennsylvania
Rule of Appellate Procedure 1925(b) as follows:
1. Where a restrictive non-compete clause in a license and
consulting agreement does not prohibit the defendant from working c:-:
as an employee for a competing business, did the trial court err
by failing to strictly construe the restrictive covenant and
enjoining defendant from working as a employee for his son's sole
proprietorship?
2. Did the trial court err by permitting the plaintiff to
post bond after the time set by the original order of court,
where the injunction dissolved when the bond was not timely
posted?
Date:
7- 7- &'7
Respectively submitted,
SAJDIS, GUIDO,
SHUfF "
MASLAND
l6W.Iti.h_
Cartislt. ""
F , MASLAND
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cott D. Moore, Esquire
Supreme Ct. 1.0. , 55694
26 West High Street
Carlisle, PA 17013
(717) 243-6222
Attorney for Plaintiff
..
.
PENN PEST, INC., . IN THE COURT OF COMMON PLEAS OF
.
A PENNSYLVANIA CORPORATION, . CUMBERLAND COUNTY, PENNSYLVANIA
.
plaintiff .
.
.
.
V. .
.
.
.
FRANJ( DEITCH AND SAMUEL .
.
DEITCH AS INDIVIDUALS; .
.
.
.
FRANJ( DEITCH AND SAMUEL . CIVIL ACTION - EQUITY
.
DEITCH TRADING AS DEITCH .
.
BROTHERS PEST CONTROL; :
FRANJ( DEITCH AND SAMUEL .
.
DEITCH TRADING AS PENN PEST .
.
OF CARLISLE, INC., A .
.
PENNSYLVANIA CORPORATION, .
.
Defendants . NO. 97-1477 EQUITY TERM
.
IN RE: TRANSCRIPT OF PROCEEDINGS
PRELIMINARY INJUNCTION
proceedings held before the
HONORABLE EDGAR B. BAYLEY, J.,
CUmberland County courthouse, Carlisle, Pennsylvania,
on April 11, 1997, comaencing at 8;50 a...
in Courtroo. Nuaber Two.
APPEARANCES:
A. MARX WINTER, Esquire
For the Plaintiff
SCOTT B. MOORE, hquire
For Defendant Frank Deitch
lIb
.
.
INDEX TO WITNESSES
FOR THE PLAINTIFF DIRECT CROSS
1. Patrick Moran 4 20
FOR DEPENDANT FRANK DEITCH
1. Prank James Deitch 30 47
2. Thomas Lawrence Deitch 57 59
FOR DEFENDANT SAMUEL DEITCH
1. Samuel Eugene Deitch
By the Court 62
2
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1 April 11, 1997, 8:50 a.m.
2 Carlisle, Pennsylvania
3
4 (Whereupon, the following proceedings
5 were held:)
6 (Whereupon, Plaintiff's Exhibit No. 1
7 was marked previous to hearing.)
8 THE COURT: What are the issues here? Off
9 the record.
10 (Whereupon, opening statements were held
11 off the record.)
12 MR. WINTER: Your Honor, I would like to call
13 Mr. Patrick Moran to the witness stand, please.
14 Whereupon,
15 PATRICK MORAN,
16 having been duly sworn, testified as follows:
17 DIRECT EXAMINATION
18 BY MR. WINTER:
19 Q Would you please state your name and your
20 address for the record.
21 A My name is Patrick Moran, H-o-r-a-n. I
22 rea ide at 4909 Hilltop Road, HarriSburg, Pennsylvania.
23 Q Mr. Moran, are you a principal in a
24 corporation called Penn Pest, Incorporated?
25 A Yes, I am. I am the president of the
4
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corporation.
a And very briefly, where is that corporation
located?
A The Penn Pest corporation is located at 4601
Locust Lane, Harrisburg, Pennsylvania.
a What is the nature of that bu.iness?
A We are a termite and pest control business.
a How long has the corporation been in
existence?
A I believe the corporation has been in
business for approximately nine years.
Q And how long have you been the president and
shareholder of the corporation?
A For the same amount of time.
a Are you personally familiar with the
defendants, Frank Deitch and his brother, Samuel Deitch?
A Yes, I am.
a And approximately how long have you known
Frank Deitch?
A Approximately since 1992.
a How did you firat co.e to know Mr. Deitch?
A I calle to knov Mr. Deitch vhen h. va. a
cheaical representative -- excuse .., a distributor
representative for the pest control industry. He va.
employed by a company called Van Waters and Rogar..
5
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1 Q At some point and time did Mr. Deitch come to
2 work for you as an employee?
3 A Yes, he did. When he left Van Waters and
4 Rogers, he cam. to work for us, and I believe that was in
5 1993, Karch of 1993.
6 Q And as an employee, very briefly, what type
7 of duties did he perform for your company?
8 A The duties he performed was basic termite and
9 pest control service, technician duties.
10 Q And what was his annual compensation for
11 those duties?
12 A I believe it wa. $18,000.00 a year.
13 Q And was he a full-time employee earning that
14 amount of money?
15 A Yes, sir, he was.
16 Q At some point while Mr. Frank Deitch was
17 still your employee, did he come to you and indicate that he
18 wanted to leave his employment with you?
19 A Yes, he did.
20 Q And did he indicate why he wanted to leave?
21 A Yes, he did.
22 Q And what was his reason?
23 A He stated that he wanted to g.t back into
24 peat control because he did own a pest control bu.1n... 1n
25 California, and that it was in hi. blood and h. r.ally hed
6
,....
"...
1 the desire and the need to return to owning his own
2 business.
3 Q At that time did you suggest to Hr. Deitch
4 that there might be some type of alternative arrangement
5 that the two of you could enter into?
6 A Yes, I did. Prior to Hr. Deitch starting our
7 employment, I knew through our conversation that he did own
8 a pest control business in California, and I stated to him
9 that I did not want to bring him on as an employee if he
10 wanted to own a business.
11 But over that period of time, Hr. Deitch and
12 I developed a close friendship, and I liked the way he
13 conducted himself in the business manner. So I pursued the
14 possibility of us engaging in business in some sort of
15 partnership, license, branch manager relationship in the
16 town of Carlisle.
17 Q Now, at that time, and we're talking the
18 period maybe in 1993 or so, did that come to fruition
19 between the two of you?
20 A No, it did not. Mr. Deitch thought about it
21 and decided that he would like to operate independently.
22 Q And did he, in fact, leave your employment?
23 A Yes, h. did.
24 Q And at that point and time was th.r. any
25 problem with him doing that, a. far as you were concerned?
7
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Q
Mr. Deitch?
A
Q
Mr. D.itch?
A
Q Did you make business referrals to him?
A Yes, we did.
Q Did you send him specific jobs?
A Yes, we did.
Q Did you make him have -- excuse me. Did you
8
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1 termite job .cheduled on North sixth street in Harrisburg.
2 And I .aid to Mr. Deitch, you know, why don't you take this
3 job, you know. Go ahead and just take it tor the revenue,
4 it's Christmas, and, you know, here it is.
5 Q Did Mr. Deitch appreciate that fact?
6 A He's always appreciated our working
7 relation.hip.
8 Q Did he indicate to you at that time that his
9 revenue. were rather slow or low?
10 A Slow.
11 Q As a result of this December 1994 meeting,
12 did you renew again the discussions about Mr. Deitch
13 becoming a licensee or a tranchisee of your business?
14 A Yes, we did. We engaged in conversation
15 where we both acknowledged that a good portion of his Deitch
16 Brothers Pest Control business was referrals or indirect
17 helping with our accounts, and we suggested that perhaps we
18 would both benefit from a long-term relationship.
19 Q Did you then begin a .erie. of ..etings among
20 your.elf a'~ ~r. Frank Deitch and hi. broth.r, Sa.uel
21 Deitch, and their spouses?
22 A Ye., we did.
23 Q I want to direct your attention to a .pecific
24 ..eting. Was there a dinner .e.ting wh.n all of you were
25 pre..nt and discussion. were held regarding thi. proposed
9
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1 new arranqement?
2 A Yes, there was.
3 Q And was the queation asked that it the
4 Deitches entered into this aqreement with you and then
5 subsequently chanqed their minds that they would be able to
6 qo back to doinq business as Deitch Brothers? Was that
7 question put to you?
8 A Yes, it was.
9 Q And what was your response to that?
10 A My response was, if you have any hesitations
11 whatsoever with qoinq back or stayinq in your own business,
12 please let's not qet into this aqreement. We are lookinq
13 for a lonq-term relationship that would benefit both
14 parties.
15 If you want to stay Deitch Brothers, stay
16 Deitch Brothers. We're qood friends. I don't care. If you
17 would like to enter into a license aqreement with me, let's
18 do it for the lonq haul and let's all qet on the common
19 qround and work from that basis. At that dinner discussion
20 we left it at that, and they went home and thouqht about it.
21 Q And was this .eetinq or this discussion held
22 prior to the execution of the license aqreement?
23 A Yes, it was.
24 Q In your mind at the time of that .eetinq, was
25 there any doubt as to what your intentions were if the
10
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relationship were formed with the Deitches?
A No, there was not.
Q And so you did not intend that they would be
able to enter into the agreement and then leave the
agreement, is that correct?
A No. Based on our dinner conversation, it was
1
2
3
4
5
6
7 quite clear of my intent. They posed the question. I
8 suggested they go home and think about it because it did not
9 matter. We were not engaged in a formal business
10 relationship at that time. We were engaged in a common
11 business relationship where we would work together as
12 separate entities.
13 Q Did you ultimately present to the Deitch
14 Brothers for their review and consideration a document
15 entitled license and consulting agreement?
16 A Yes, I did.
17 Q And is that the agreement that is dated March
18 2, 1995?
19 A Yes, it is.
20 MR. WINTER: Your Honor, that's attached and
21 incorporated into the plaintiff's complaint in this action.
22 THE COURT: Okay.
23 BY MR. WINTER:
24 Q Mr. Moran, are you pereonally fa.iliar with
25 that document?
11
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A Yes, sir, I am.
HR. WINTER: May I approach the witness, Your
Honor?
THE COURT: Sure.
BY MR. WINTER:
Q Mr. Moran, I'm showing you the exhibit that
is attached to the plaintiff's equity complaint entitled
License and Consulting Agreement. It's the document dated
March 2, 1995. I'm going to ask you first to look at page
12 of the document. Do you recognize your signature on
there?
A Yes, sir, I do.
Q To the left is the signature of a Woman named
Margaret A. Hazlett. Do you know who Margaret A. Hazlett
is?
A
corporation.
Q And is she present in the courtroom today?
A Yes, sir, she is.
Q For the record, is she seated wearing the
yellow jacket behind counsel table?
A Yes, sir, .he i..
Q Below your .ignature there are a .erie. of
eignatur.. or Frank Deitch and Samuel Deitch. Do you
recognize tho.e eignature.?
Yes, sir, she is the vice president of our
12
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A Yes, sir, I do.
Q Were those also witne..ed by Marqaret
Hazlett?
A Yes, sir, they w.re.
Q I would like to show you paqe nine of the
document, Roman numeral paraqraph XV, covenant not to
compete. Have you read and are you familiar with thi.
document?
A Yes, sir, I am.
Q Excuse me, and this particular sub-paraqraph?
A Yes, sir, I am.
Q What is your understandinq of the meaninq of
the covenant not to compete?
MR. MOORE: Objection, Your Honor, the
document should speak for itself.
THE COURT: He can tell me what he thinks it
is. I aqree it speaks for itself.
THE WITNESS: My understandinq was, as a
business person, I wanted to protect .y inter.st that I'.
qoinq to brinq somebody intimately into my orqaniaation, and
by doinq so I wanted to share my information not only to
make the. successful but me successful, and we share that
and have such an open relationship.
I want to mak. sure that the individual or
individuals who enqaq. in busin.ss with .. don't take .Y
13
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1 ideas, my business practices, my way of conducting business
2 and leave and start their own business.
3 So we mutually agreed not only on that item
4 but other items. If there is something that you don't want
5 to sign or agree, let's strike it before we get to the
6 agreement. And that was one of those points that we
7 understood was fair.
S It's very limited. It was limited for two
9 years, that should they leave they would not work in the
10 pest control and termite control industry, and it was also
11 limited in scope that would not prohibit them from working
12 outside a normal range. We chose 50 miles as a normal,
13 acceptable range.
14 BY MR. WINTER:
15 Q And that would be 50 miles -- a 50 mile
16 radius from the location of the principal place of business
17 in CUmberland County, is that correct?
18 A That is correct, sir.
19 Q Now, Mr. Moran, after you and the Deitches
20 entered into this written agreement in March of 1995, did
21 you begin then to assist them in setting up their bu.ine..?
22 A Yes, we did.
23 Q And could you very briefly tell the COurt the
24 type. of thing. that you did that were of a..istance to the
25 Deitche.?
14
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1 A What we immediately did was subcontract all
2 of our West Shore accounts for them to produce immediate
3 revenue. West Shore accounts would have been accounts on
4 the West Shore of Harrisburg.
5 We also continued to engage in our previous
6 practice of Harrisburg Housing Authorities, subcontracting a
7 specific section of that contract. In addition, we
8 broadened our range of referrals; for example, termite work.
9 I found it appropriate to assist them by giving them termite
10 work and pest control work.
11 Q In addition in your business, do you do
12 inspections of homes for real estate transactions?
13 A Yes, we do. We have a very large base of
14 realtors in the greater Harrisburg area, and we assisted the
15 Deitch, now Penn Pest of Carlisle, with opening up doors to
16 those contacts; for example, Jack Gaughen, and also have
17 offices in Carlisle, Century 21, Brenneman and so on and so
18 forth.
19 Q During the time that you were under this
20 agreement with the Deitches, did your particular company,
21 Penn Pest, Inc., come into the Carlisle/cumberland County
22 area and compete directly with them in the business place?
23 A No, sir, we did not.
24 Q Did you continue to make business referrals
25 to th..?
15
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1 A Yes, sir, we did.
2 Q As part of your agreement with the Deitch
3 Brothers, were they required to submit financial information
4 back to you?
5 A Yes.
6 Q And so were you aware of the amount of
7 revenue or the amount of calls that they were receiving on a
8 monthly or an annual basis?
9 A I was aware based on what they disclosed to
10 us.
11 Q To the best of your knowledge, what type of
12 income were they generating during the time that they were
13 in this agreement with your company?
14 A To the best of my knowledge, within the first
15 year or the last -- yes, excuse me, the first year they did
16 over $70,000.00 in business, in excess of close to 80,000.
17 Q When Mr. Frank Deitch was your employee, he
18 was working a full-time job for you and earning $18,000.00 a
19 year, is that correct?
20 A Yes, it is correct.
21 Q When did you first become aware that Mr.
22 Frank Deitch wanted to sever his business relationship with
23 you?
24 A When we received a letter froa the law f.lra
25 of Guido, his attorney.
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o And do you know approximately when in time
that letter va. received?
A I believe it va. in January of '97.
o Do you have per.onal knowledge today that
eith.r Frank Deitch or hi. brother, Samuel, or the two of
them acting together are engaged in the p..t control
bu.ine.. in the CUaberland County/Carli.le area?
A I have per.onal knowledge that Frank Deitch
i. engaged in the pe.t control bu. in....
MR. WINTER: Again, Your Honor, if I may
approach the witn..e, plea.e?
THE COURT: You can at anytime.
MR. WINTER: Thank you.
BY MR. WINTER:
o Mr. Deitch, I'm going to show you a document
that'. been .arked Plaintiff'. Exhibit No.1. It's four
pag.. .tapled together. The fir.t page i. a fax cover page,
and then there i. three docu.ent. that follow it. Could you
take a .inute and tell.. if you are fa.iliar with tho..
four page.?
A
o
of bu.ine..?
Y.., I a..
Did you actually rec.ive tho.. at your plac.
A Ye., we did.
o And did you receive thoee on March the 17th
17
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1 ot 1997?
2 A I believe that to be correct.
3 Q Do these appear to be pages that were sent by
4 a print company here in Carlisle?
5 A Yes, they do.
6 Q And do they indicate a letterhead design tor
7 Deitch Pest Control?
8 A Yes. They are the forms that we were using
9 for termite work, and they just took our name off the top
10 and put their logo on for Deitch Pest Control.
11 Q Does it indicate phone numbers in both
12 Carlisle and Harrisburg for the Deitch Brothers?
13 A Yes, it does.
14 Q Does it indicate that they are servicing both
15 the East and West Shores?
16 A Yes, it does.
17 Q Does the document also contain a warranty
18 agreement on the letterhead ot Deitch Pest control?
19 A Yes, it does.
20 Q And does it contain information de.cribing
21 the services that Deitch Pest Control would offer to a
22 customer?
23 A Ye., it does.
24 Q Mr. Moran, if you know, i. there an active
25 bu.iness available in cuaberland County in the peat control
18
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1 business in the indu.try?
2 A By active, .ir?
3 Q W.II, what I mean is, are there potentially a
4 good number of cu.tomers and a good customer base that you
5 would have acc... to th.m?
6 A Oh, ab.olut.ly, and we have demonstrated that
7 by when Deitch Brother. cam. on they were doing this level
8 of bu.in.... Th.y were up to over $76,000.00 previously,
9 and this y.ar w. anticipate them going over a hundred
10 thou.and dollars. And Mr. Deitch admitted that over and
11 ov.r h. could not have done that without our help.
12 Q In your opinion, if Mr. Deitch is allowed to
13 s.v.r hi. agr....nt with you and enter into direct
14 co.petition, would your company suffer economic harm?
15 A Ab.olutely.
16 Q And would that harm be ongoing during the
17 ti.. that Mr. D.itch would be competing directly against
18 your bu.in..a?
19 A Ab.olutely without a doubt.
20 MR. WINTER: Your Honor, I have no further
21 qu.stion. of the witn.ss at this ti...
22 THE COURT: cross.
23 MR. MOORE: Thank you, Your Honor.
24
25
19
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,..
1 CROSS EXAMINATION
2 BY MR. HOORE:
3 Q Hr. Horan, you are currently operatinq in the
4 Carlisle area as Penn Pest ot Carlisle, Inc., are you not?
5 A I believe, sir, we are operatinq in Carlisle
6 as Penn Pest, Inc.
7 Q You have the phone number tor Penn Pest of
8 Carlisle, Inc., rinqinq into Penn Pest, Inc., isn't that
9 correct?
10 A Yes, sir. Your law tirm advised Hr. Deitch
11 to siqn that number over to us.
12 Q sir, isn't it true that there was discussion
13 of resolvinq this dispute, and as a result there was a
14 siqninq over ot that phone number?
15 MR. WINTER: Your Honor, I would object. Any
16 discussion, settlement discussions --
17 THE COURT: Sustained. He just said the
18 phone number was siqned over.
19 BY MR. HOORE:
20 Q And, in tact, you are currently payi~ for
21 the yellow paqe ad tor Penn Pest of Carlisl., Inc., is that
22 riqht?
23 AYe..
24 Q And, in fact, you are holdi~ yours.lf out ..
25 the owner and operator of Penn Peat of carUsI., Inc., are
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you not?
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A I believe it's Penn Pest, Inc., sir.
(Whereupon, Defendant's Exhibit No. 1
was marked for identification.)
BY MR. MOORE:
Q I'm going to show you a document that is
marked Defendant's Exhibit No. 1 and ask if you can identify
that document?
A Yes, I can.
Q Can you tell me what that is?
A Yes, that was a solicitation to realtors in
the Carlisle area.
And what's the top of the heading of that
Q
letter?
A
Q
A
Q
A
verbatim?
Q
A
Penn Pest of Carlisle, Inc.
And who does the letter say that it's trom?
It is from us.
What does it read, sir?
It is asking -- do you want me to read it in
No. What does it say who this is tro.?
In this instance, we are repres.nting
our..lves as Penn Pest of Carlisle, Inc., to realtor. in the
Carlisle area.
Q And it .ays fro. Penn Pest of Carli.le, Inc.,
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,......
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Patrick Moran, is that right?
A Yes, it does.
(Whereupon, Defendant's Exhibit No. 2
was marked for identification.)
BY MR. MOORE:
Q I'm going to show you two items. One is a
letter, and the other is the exhibit that we will use to
evidence that letter which is marked as Defendant's Exhibit
No.2. Can you tell the Court what that is?
A Looks like a letter from the Central Penn
Business Journal.
Q And who is it addressed to?
A The address on the letter is Patrick Moran,
owner/manager of Penn Pest of Carlisle, 433 Ponderosa Road,
Carliele, Pennsylvania.
Q Did you contact Central Penn Bueine.. Journal
and tell them that you were now the owner/manager of Penn
Peet of Carlisle?
A I would not have, and if I would have, I
would not have given them Pondero.a Road. I've never
conducted buaine.. there, and I'm not an owner or unaqer.
so, no, that information would not have coae froa .., air.
Q Did you contact Central Penn lu.lneaa
Journal?
A No, eir, I did not.
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,....
Q Did anybody in your organization contact Penn
Pest?
A Not to my knowledge, sir.
Q Did you ever purchase Penn Pest of Carlisle,
Inc.?
A I own the licensing right to Penn Pest of
Carlisle, Inc., sir.
Q I'm sorry?
A I believe I own the licensing right to Penn
Pest of Carlisle, Inc. I was licensing the trade name and
the logo to the Deitch Brothers, Frank and Samuel.
Q Did you ever pay any money to anybody for
Penn Pest of Carlisle, Inc., the company?
A No, sir.
Q Do you have a copy of the covenant not to
compete up there?
A Not in front of me, sir.
MR. WINTER: I will provide it.
BY MR. MOORE:
Q Sir, you drafted this contract?
A No, sir, I did not.
Q You had this contract drafted on your behalf?
A Y.s, sir, I did.
o Tha covenant not to compet., could you pl....
r.ad that covenant?
23
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1 A Covenant not to compete. "Licensee agrees
2 that in the event that the license agreement is terminated
3 as provided for under this agreement, licensee will not
4 engage in direct business competition in a similar retail
5 business, either as an owner, partner, shareholder, manager,
6 or consultant for a period of two years from the date of
7 termination of this license agreement and within a 50 mile
8 radius of the location of the principal place of business in
9 cumberland County."
10 Q That particular list of items or persons does
11 not include employee, does it?
12 A What is written here, sir? No, it does not.
13 I believe it says they will not engage in business.
14 (Whereupon, Defendant's Exhibit No. 3
15 was marked for identification.)
16 BY MR. MOORE:
17 Q I'm going to show you what has been marked as
18 Defendant's Exhibit No. 3 and ask if you can identify that
19 document?
20 A I recognize the document, and I recognize the
21 signatures on the back. But it's not filled out on the
22 face, sir.
23 Q Is this the agreement that wa. entered into
24 between Penn Pest, Inc.. and Penn Pest of Lancaster County,
25 Inc.?
24
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"....
1 MR. WINTER: I'll object, Your Honor, that's
2 a completely different agreement and completely different
3 organization.
4 THE COURT: What is the relevance?
5 MR. MOORE: Your Honor, in this particular
6 agreement, the covenant not to compete states employee. I
7 will offer this as evidence that, in fact, they knew the
8 distinction. If they wanted to place employee in the
9 agreement, they were able to do so and that they did not in
10 the agreement that's at issue here.
11 THE COURT: The objection is sustained. This
12 covenant, paragraph XV, speaks for itself and to be
13 interpreted based on the language in the covenant. It does
14 not need a separate contract for that.
15 BY MR. MOORE:
16 Q Sir, since January of -- strike that. Since
17 February of 1997, end of February of 1997, have you referred
18 customers to Deitch Pest Control?
19 A I don't know if I have or not, sir, to be
20 frank with you. If I may by answerinq that, I know there
21 are certain people that have called that personally had to
22 speak to Mr. Deitch, and we gave the nUllher where be could
23 be contacted. I don't know if that'. in your tra.. ot
24 referral. I don't want to get locked into reterral.
25 Q Isn't it true, sir, that custOllU'a have
25
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1 contacted you through the Penn Pest of Carlisle, Inc., phone
2 number requesting warranty work, and you've referred those
3 customers to Deitch Pest Control?
4 A I have not directly, no, sir.
5 Q Isn't it true that your company or persons
6 that you direct have done so?
7 A They may have. I do not have firsthand
8 knowledge, sir.
9 Q Now, when Penn Pest, Inc., and Penn Pest of
10 carlisle, Inc., were doing business together in 1996, when
11 Penn Pest of Carlisle, Inc., would complete a job, they
12 would send a receipt to Penn Pest, Inc., correct?
13 A Sometimes they would hand deliver it.
14 Sometimes they would send it. But that scenario is correct,
15 yes.
16 Q Isn't it true, sir, that the scenario was
17 that when Penn Pest of carlisle, Inc., performed work they
18 would send the receipt to your company?
19 A As I said, sir, sometimes they would bring it
20 in. Sometimes they would send it to us through a carrier.
21 Sometime. Mr. Deitch would have his son drop it off. So how
22 it got to us varied, but they would give u. .ome of the
23 rec.ipt. for the work that they did.
24 Q And tho.e r.c.ipt. had the nam.. of various
25 cu.toaers and their addre.... on them?
26
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2
Q
That's correct.
And you retained those documents in your
3 files as of today?
A
We may, sir. I do not know.
So you currently have a list of all of the
4
5
Q
6 customers of Penn Pest of Carlisle, Inc.?
.,
7
A
Frankly, sir, I don't know because we bought
8 Deitch Brothers Pest Control customers. I don't believe we
9 do have an accurate list, sir.
13
14
15
16
20
22 of?
23
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25
Q
Well, when Penn Pest of carlisle, Inc., began
10
11 doing business, they began sending you every receipt or
12 dropping off every receipt of every customer that they
worked for, did they not?
"~
..,
A
Absolutely not.
And why do you say that they did not do that?
Because, sir, since we got their phone number
Q
A
17 we have been made aware of numerous customers that Penn Pest
18 of Carlisle has serviced over the past two years that there
19 is not a single record that they existed.
Q
It's your testimony that there were cu.tomere
21 that have contacted you that you had no -- you had no record
A
That i. correct.
Can you give .. the n....?
Not at this .oment, .ir.
Q
A
27
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3 several.
4
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Q
A
Can you tell me how many?
I do not know offhand, sir. I know there are
Q
The document that is -- you've introduced as
5 Plaintiff's Exhibit No.1, and page two of that document
6 which you have identified as a Penn Pest form.
7
A
No, sir, I said that is a form that we use
8 for our termite warranty.
9
Q
In fact, that's a standard form in the
10 industry, isn't it?
11
A
standard, sir, I wouldn't know if it is
12 standard. That is the form we use for termite. I have seen
13 that form before. I've also seen numerous forms before.
14
15 form?
16
17
Q
So you know that other companies use this
A
I know, yes, I do. That is not the standard.
And this form is one that you can obtain in
Q
18 many different places?
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You may be now able to obtain that fora.
You testified on direct examination that you
Q
opened doora for Mr. Deitch with realtors.
A Yes, sir, I did.
Q And you .entioned Gaughen and Century 21.
A Yea, air, I did.
Q Can you tell me who you contacted to open
28
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1 these doors?
2 A Sir, I couldn't tell you who I contacted to
3 open the doors in my own company. In the real estate
4 industry, we work sometimes with settlement agencies,
5 sometimes with the individual realtors. We have a
6 reputation of working with Jack Gaughen. We have a
7 reputation of working with Century 21 and Brenneman.
8 J suggested to Mr. Deitch when he was with us
9 that he should go down and introduce himself to whoever the
10 powers might be in that organization and also individual
11 realtors by not only dropping off business cards but perhaps
12 calendars. We also both -- I took him to realtor trade
13 shows where we both introduced ourselves simultaneously, so
14 I don't know exactly who we met, but we did this together.
15 And there are also realtors, for example,
16 Caldwell Banker, Re/Max in Mechanicsburg that if they would
17 have termite inspections outside of our zone we would
18 automatically give that to Mr. Deitch. Again, I was not in
19 the office. I couldn't give you the exact names, but that
20 practice went on.
21 MR. MOORE: That's all the questions I have,
22 Your Honor.
23 MR. WINTER: I have nothill9 on redirect, Your
24 Honor.
25 THE COURT: Sir, you aay step down.
29
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1 THE WITNESS: Thank you, sir.
2 MR. WINTER: Your Honor, we have no further
3 witnesses to call at this time. We would move for the
4 admission of our exhibits.
5 THE COURT: They are admitted. Defendant.
6 MR. MOORE: Your Honor, at this time I would
7 call Frank Deitch to the stand.
8 Whereupon,
9 FRANK JAMES DEITCH,
10 having been duly sworn, testified as follows:
11 DIRECT EXAMINATION
12 BY MR. MOORE:
13 Q Mr. DeitCh, could you please state your full
14 name and spell your last name for the record.
15 A Frank James DeitCh, that's D-e-i-t-c-h.
16 Q And your current address, sir?
17 A 433 ponderosa Road, CarliSle, Pennsylvania.
18 Q And your educational background?
19 A High school graduate with formal technical
20 training in the pest control indu.try regarding insect
21 identification, biology control, pesticide. and safety.
22 Q Have you ever done any teaching?
23 A Yea, I have.
24 Q What types ot teaching have you done?
25 A In California I taught state certified
30
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1 classes, in California and Nevada, on insect identification,
2 biology control, pesticides and safety.
3 Q Can you tell the Court, briefly, what your
4 recent employment history has been? When I say recent, I
5 mean from about -- what did you do from 1973 to 1988?
6 A From 1973 to 1988 -- I'm not exactly sure of
7 the exact years -- but from 1973, I worked for a company
8 called Van Waters and Rogers, firstly involved in chemicals
9 formulations, and then later involved in sales and marketinq
10 to pest control companies.
11 Q Did you do any traininq durinq that?
12 A Yes, that was a prerequisite to sales and
13 marketing to other pest control companies.
14 Q In 1988, did you form your own company?
15 A I believe it was 1988, yes. I formed a
16 company called -- a pest control company in California.
17 Q And how lonq did you operate that?
18 A I believe it was about three years.
19 Q And after you finished with that, what did
20 you do?
21 A After I finished with that, we sold the
22 business and home and moved here to Pennsylvania. After six
23 months, I regained employment with Van Waters and Rogers as
24 a sales repre.entative.
25 Q And how lonq did you work for Van Waters?
31
A
years.
Q
A
Pest, Inc.
Q
A
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1
2
Yes, sir.
A
Q
I'm qoinq to ask you to turn to paqe 4 of
3 that document, section VIII. What does section VIII deal
4 with?
5
A
Loqistical and consultinq support.
Was it your understandinq that as part of
6
Q
7 this aqre..ent you would be provided with loqistical and
8 consultinq support?
9
A
That's correct.
10
MR. WINTER: Excuse me, Your Honor, I'm qoinq
11 to object to any testimony if Mr. Deitch is qoinq to claim
12 that he didn't qet the benefit of his barqain. This is not
13 the forum to determine that. The issue is whether or not
14 the preliminary injunction can enjoin today.
15
THE COURT: Well, isn't that part of the
16 i.sue thouqh? I mean, if your client breached the
17 aqreement, is that not part of the overall i..ue as to
18 whether or not the preliminary injunction should be entered?
19 Is that your position?
20
MR. MOORE: That'e our position, Your Honor.
THE COURT: I think it is relevant.
MR. WINTER: Then I would ask to .....erve the
21
22
23 riqht, if necessary, to recall then Mr. Horan for ~ttal.
24
25
THE COURT: Of course.
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1 BY MR. MOORE:
2 Q Now, I want to go through some of these items
3 that are listed here that you were to receive as part of
4 this agreement. The first one is telephone answering
5 service.. Did Penn Pest, Inc., provide you with tel.phone
6 answering service.?
7 A Yes.
a Q Were those services adequate?
9 A No.
10 Q Can you explain to the Judge what types of
11 problems you were having with the telephone answering
12 services?
13 A The prOblems was because of the phone system
14 we would receive monthly phone bills showing the amount of
15 phone calls that would ring into Penn Pest, Inc., in
16 Harrisburg.
17 Q Explain, so the Judge understands, when you
1a were first set up as a company --
19 A Yes.
20 Q -- how was the Vhone .y.te. set up to work?
21 A Initially the phone syst.. was s.t up to work
22 to where it would ring into the Harri.burq branch through a
23 local Carlisle phone nu.ber.
24 Q And what wa. the procedure once that phone
25 call ca.e into Penn pe.t, Inc.?
34
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1
A
Then the procedure was for Penn Pest, Inc.,
2 to answer the phone, take messaqes and qive us the
3 messaqes.
4
5
And why did that system not work properly?
On observinq the phone bills that would come
Q
A
6 in once a month, I would see as much as -- or in excess of
7 40 one minute phone calls and maybe 60 phone calls total. I
8 was with that impression then that I wasn't -- either the
9 phone wasn't beinq answered or I wasn't qettinq any
10 messaqes.
11 Q So the phone calls that you were receivinq,
12 or that you were qettinq billed for, you were not receivinq
13 messaqes from those phone call.?
14 A In my observation, I felt that one .inute
15 phone calls wasn't enouqh ti.e to discuss much of anythinq
16 on the phone reqardinq service or business.
17 Q Now, did you eventually chanqe the syst.. to
18 better effectuate your client contact?
..
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19
A
Yes.
20 Q And how was the sy.te. chanqeel?
21 A I had the phone company rinq the telephone
22 into.y office here in Carlisle.
23 Q So the telephone service that Penn Pe.t,
24 Inc., was suppa.eel to provide you was not provided properly
25 so you had to take that over yourself?
35
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1 A That's correct.
2 MR. WINTER: I'm going to object to the __
3 THE COURT: Sustained, to the form of the
4 question. It is stricken. Ask direct questions. Don't
5 make .tatements.
6 BY MR. MOORE:
7 Q Can you tell the Court why you changed the
8 phone system?
9 A In order to gain better control of incominq
10 calls.
11 Q And the phone system under -- the phone
12 service was supposed to be provided. Was the phone system
13 supposed to be provided by Penn Pest, Inc.?
14 A According to the agreement.
15 Q Now, the next item down was -- or letter C
16 under the agreement refers to billings. Did Penn Pest,
17 Inc., provide the billings?
18 A Yes.
19 Q Can you explain how the system was supposed
20 to work in the beginning?
21 A In the beginning, all service slips, all
22 money was sent or delivered to the Harrisburg office on a
23 weekly basis where the money was then -- I don't know how to
24 .ay it. The money was then taken, deposited, and then we
25 would be returned our eight percent commission alonq with
36
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1 two percent advertisinq.
2 Q Who was supposed to qet the eiqht percent and
3 the two percent?
4 A Penn Pest ot Carlisle, Inc. You .ean -- I
5 don't think I understand the question.
6 Q Okay. Initially when the sy.te. was set up,
7 you would take the receipts and the money and provide it to
8 Penn Pest, Inc.?
9 A To Penn Pest, Inc.
10 Q Would there be any billing that was required
11 by Penn Pest, Inc.?
12 A Originally that was the way it wa. set up,
13 yes.
14 Q And was there any problem with the way the
15 system was set up?
16 A Yes.
17 Q What was the proble.?
18 A The problem ~as with not receivinq money in
19 return trom the services that we provided, subcontract work,
20 commission work, and to .y knowledqe some ot our own local
21 work.
22 Q And were you gettinq paid for that work?
23 A It I understand the question correctly, we
24 were beinq paid tor commission and subcontract work, y.s.
25 Q What type ot delays, it any, wer. existing
37
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1 with that procedure?
2 THE COURT: wait a lIinute. He tirst told lie
3 he did not qet all of it. Now you are talkinq delays. What
4 was the problell here? You told lie what the systell wa.
5 supposed to be. Now, what was the problell? I all askinq
6 you.
7 THE WITNESS: Okay. You are askinq lie?
8 THE COURT: Yes.
9 THE WITNESS: The problem was that we were
10 not receivinq 1I0ney prollptly, number one. As lIuch as nine
11 1I0nths would qo by. And in our trust for the first year, we
12 had full faith in the whole 1I0ney lIanaqellent thinq to where
13 at this point in tille because of our trust and iqnorance we
14 don't know for sure how lIuch 1I0ney is lIissinq.
15 (Whereupon, Defendant's Exhibit No. 4
16 was marked for identitication.)
17 BY MR. MOORE:
18 Q Have you made sOlie effort to try to account
19 for lIissinq any lIissinq cOllJlissions?
20 AYe..
21 Q I've shown you a document that's lIarked
22 Defendant's Exhibit No.4. Can you tell .e what that
23 repre.ents?
24 A This is an aqed receivable ledqer. This
25 repre.ents co..ission, pest control work that IIY brother and
38
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,.,.,
1 I had done for Penn Pest, Inc., on the West Shore.
2 Q And have you been paid for those items?
3 A Not at this tilDe.
4 Q And what's the total amount that you have on
5 that?
6 A On this particular item, $269.80.
7 Q And do you know whether or not there are
8 other commissions that you have not been paid for?
9 HR. WINTER: I'm going to object to that
10 question, Your Honor.
11 THE COURT: sustained to the form of the
12 question. Do you have any other documentation as to
13 commissions you claim are not paid for?
14 THE WITNESS: I'll sorry, sir?
15 THE COURT: Do you have any other
16 documentation as to claims you lIaintain they should have
17 paid you for and you have not received the money, other than
18 what you have shown us?
19 THE WITNESS: No.
20 THE COURT: Next question.
21 BY MR. MOORE:
22 Q Now, you've also said that there were scae
23 delays in payaent.
24 (Whereupon, eefendant's Exhibit No. 5
25 was marked for identification.>>
39
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"",..,
1 BY MR. MOORE:
2 Q I'm going to show you what we have marked as
3 Defendant's Exhibit No. 5 and ask if you can identify what
4 that document represents?
5 A This document represent. copies of check.
6 received from Penn Pest, Inc.
7 Q Now, what is the first check on the top?
8 What does that represent?
9 A That represents a check received after
10 commissions have been taken out of it.
11 Q Now, the check that's at the bottom, Penn
12 Pest, Inc., what's the date on that check?
13 A The date on this check is 9/20/96.
14 Q And when did you receive the check?
15 A October the 16th.
16 Q '961
17 A '96, pardon .e.
18 Q Turning to the next page, what does that
19 represent?
20 MR. WINTER: Excuse me, Your Honor, I would
21 like .o.e confirmation as to when Mr. Deitch receiVed that.
22 There's nothing on the face of this docuaent.
23 THE COURT: That is when he sdd he received
24 it. You can cro.. hi. .. to how he know. that. He aaid he
25 received it that date. Next question.
40
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1 BY MR. MOORE:
2 Q What does page two represent?
3 A Page two represents a check that went to the
4 Penn Pest Harrisburg ottice, whereas they took the royalties
5 out at the check and sent me the balance at $28.80.
6 Q And why is that in this packet?
7 A I was curious as to why the check was marked
8 the Lebanon branch. I didn't know why the Lebanon branch --
9 Q That's not a delayed check then?
10 A No.
11 Q The next page, can you tell .e what that
12 represents?
13 A The next page represents termite treatment
14 that was pertormed, I believe it was, in May. I can't
15 read -- it's been copied over. I can't read it. I believe
16 it was pertormed in Kay at 1996. That was to be billed by
17 the Harrisburg ottice that I did not receive a payment tor
18 it-until December of 1996.
19 Q Turning to the next page, what does that
20 represent?
21 A The next page represent. apartaent coapiexe.
22 that we do on the East Shore tor Penn pe.t, Inc. The
23 notation that I made here is that we hadn't been paid until
24 there was 17 weeks' worth ot .ervice done to that, wherea.
25 nonally it'. net 30 tor tour to five week. depending on the
41
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month.
o And what is the last document?
A The last document is a check stub notating
payment for November service or payment for -- and the
payment was initially supposedly made in November. But the
payment we received was not until about the middle of
January, and the payment stated that they had to send
another check because the other was lost in the mail.
o When was the original check supposed to be
issued?
The original check was supposed to be issued
A
in Nov_ber.
o The next item under the list of logistical
support is listed as training. Did you ever receive any
training from Penn Pest, Inc.?
A Yes.
o What training did you receive?
A At what we called presidents' meetings,
manufacturers' representatives would be invited to give
training.
o Were you ever asked by Penn Pest, Inc., to
provide training?
A Yes.
Q And were you ever compensated for that?
A No.
42
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Q
A
How often were you asked to provide training?
Once.
Q
The next item, assist in account development.
4 Did they assist you in developing any accounts?
5
6
A
Not in the Carlisle territory.
The next item says assist -- two items down,
Q
7
assist in obtaining insurance. Did they ever assi.t you in
.,
8 obtaining insurance?
9
10
A
No.
Q
Did they ever do anything to try to help you
11 to get insurance?
12
13
A
Yes, they said to call a certain company.
The next item is assist in licensing
~
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Q
14 procedures. Did they ever assist you in any licensing
15 procedures?
16 A
17 Q
18 talks about
No.
Now, one of the provisions of the contract
under paragraph IV, license fee, talks about
19 two percent of the license fee for advertisinq.
20
21 here.
22 BY MR. MOORE:
23
THE COURT: Hold on until these trucks get by
Q
Under the lic.n.e f.. sectIon, what was the
24 two percent of gross receipts supposed to be used for?
25
For adverti.inq.
A
43
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1 Q And when you initially entered into thi.
2 agreement, what was happening with that two percent?
3 A The two percent was returned in the form of a
4 check written to United Telephone Company for yellow page
5 advertising.
6 Q And did that change?
7 A Yes.
8 Q And when did that change?
9 A In about March of 1996.
10 Q And how did it change?
11 A Where the two percent advertising wa8 then
12 held in order to cooperatively advertise with all of the
13 other branches.
14 Q And what, if anything, have you 8een a8 part
15 of thi8 advertising?
16 A What I have seen is desk calendar8.
17 Q That's all you have gotten in terms of your
18 advertising dollar?
19 A That'8 all that I have .een.
20 Q 00 you know how much that two percent i.
21 equivalent to in 1996?
22 A In exce.. of $800.00, I believ..
23 Q Now, do you curr.ntly have aces.. to the Penn
24 Pe.t of Carlisle, Inc., phone number?
25 A I don't understand the question.
44
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1 Q Who has the phone number for Penn Pest of
2 Carlisle, Inc.?
3 A Penn Pest, Inc.
4 Q Does that Penn Pest of Carlisle, Inc., phone
5 nuaber ring at your residence?
6 A No.
7 Q Can you explain to the Court why that phone
e number is not ringing at your residence?
9 A I'll do the best I can. I would say
10 so.ewhere late January was when we went into so.e agreements
11 or negotiations in order to resolve this relationship.
12 Through those events --
13 THE COURT: Wait a minute. stop. He has
14 left Penn pest, Inc., right?
15 MR. MOORE: Pardon .e?
16 THE COURT: He has left Penn Pest, Inc., he
.7 does not work for the. anymore?
18 MR. MOORE: He doesn't work for Penn Pest of
19 carlisle.
20 THE COURT: And they are auinq hi., and they
21 want a preliainary injunction, right?
22 MR. MOORE: That'. right.
23 THE COURT: Why in the world should he be
24 usinq their phone nuaber? Of cour.e he i. not uainq their
25 phone nuaber. They told .e he turned the phone n'''-r bIIck.
45
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A
Q
A
Q
A
Q
Control?
A
Q
A
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Allowance certificate.
Q And the date on that particular withholdinq
form?
A April 7th, 1997.
Q And can you explain what your duties are as
an e.ployee of Deitch Pest Control?
A My duties are to provide pest control
service, extermination and termite inspections.
MR. MOORE: That's all the questions I have.
THE COURT: Let's take a break. Have a seat.
We will reconvene at quarter after.
(Whereupon, a brief recess was taken.)
THE COURT: Cross.
MR. WINTER: Thank you, Your Honor.
CROSS EXAMINATION
BY MR. WINTER:
Q Mr. Deitch, just to back up very quicklY. I
believe it was your testimony that you now work as an
..ploye. for Deitch P..t Control, is that correct?
AYe..
Q And, in fact, you 'v. introduced an exhibit
showinq a withholdinq fora that you've just siqned, is that
correct?
AYe..
Q And, in fact, you siqned that thi. p..t
47
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1 Deitch. Now, when we qo back to this covenant not to
compete, you certainly acknowledqe that that's your
siqnature on the document, is that correct?
2
3
4
5
A
Q
Correct.
And in the covenant not to compete, you
6 appear to be takinq issue with the fact that you're not
7 servinq as an owner, partner, shareholder, manaqer or
8 consultant, is that correct?
9
10
A
Correct.
Q
And that your position to the Court i., hey,
11 I'm only an employee of Deitch Pest Control, is that riqht?
12
13
A
Correct.
Q
okay. Now, Mr. Deitch, prior to your
14 becominq a franchisee of Penn Pest, to the be.t of your
15 recollection, what was the most money that you ever earned
16 in a year?
17
18 dollars.
19
20
21
22 that correct?
23
24
A
In a year, in excess of a hundred thousand
Q
And is that when you were in california?
Ye..
A
Q
And you sold that coapany in California, i.
A
Ye..
Q
When you c... back last, YO\I vsnt to work for
25 Penn Peet a. an ..ployee, didn't Y0\l1
49
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1 A Eventually, yes.
2 Q And you were making $18,000.00 a year as a
3 .ervice technician, weren't you?
4 A Correct.
5 Q And you told Mr. Moran that you were
6 satisfied to be earning that amount of money, is that
7 correct?
8 A Initially, yes.
9 Q Because you wanted to get back into the
10 business, is that right?
11 A Correct.
12 Q Then when you left the employment of Penn
13 Pest to start your own business, what kind of money were you
14 making in 1993 and 1994?
15 A I'm estimating in excess of $40,000.00.
16 Q But you told Mr. Moran that you actually
17 weren't doing too well, isn't that true?
18 A That's not true.
19 Q You were very appreciative of the job that he
20 gave you in December of 1994, weren't you?
21 A That's true.
22 Q And that was, what, a $600.00 job?
23 A I don't recall the amount.
24 Q But that vas certainly money that you needed
25 at that ti.., isn't that true?
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1 A Of course.
2 Q Now, in the tax year of 1995, did you file
3 two tax returns, one under the name of Deitch Brothers Pest
4 Control Services and one under the name of Penn Pest of
5 Carlisle, Inc.?
6 A I suppose so, yes.
7 MR. WINTER: May I approach?
8 THE COURT: Yes.
9 MR. WINTER: I'll ask that these be marked as
10 Plaintiff 2 and Plaintiff 3, please. Plaintiff 2 will be a
11 U.S. Partnership Return of Income for the year of 1995 under
12 the name of Deitch Brothers Pest Control Services.
13 (Whereupon, Plaintiff's Exhibit No. 2
14 was marked for identification.)
15 MR. WINTER: And Plaintiff 3 will be a U.S.
16 Corporation Short-Form Inco.. Tax Return for tax year 1995
17 under the name of Penn Pest of Carlisle, Inc.
18 (Whereupon, Plaintiff'. Exhibit No. 3
19 was marked for identification.)
20 BY MR. WINTER:
21 Q Mr. Deitch, I show you both Plaintiff's
22 Exhibit 2 and Plaintiff's Exhibit 3. Would you pleaee take
23 a look at tho.. for a .inut. and s.. if you ar. fa.iliar
24 with those docuaenta.
25 MR. MOORE: 'tour Honor, may I aaJt for an
51
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1 offer of proof? I'm not sure what the relevance of these
2 documents are.
3 THE COURT: Offer.
4 MR. WINTER: Very simple, Your Hotlor, we
5 simply want to show what the gross -- total gross income
6 that Mr. Deitch generated in 1995 was.
7 THE COURT: And this is when he was a
8 licensee, right?
9 MR. WINTER: That's correct, Your Honor.
10 THE COURT: I think it is relevant in light
11 of your maintaining, in effect, that plaintiff breached its
12 contract and caused him damage. Can we agree those are the
13 tax returns or don't you know, counsel?
14 MR. MOORE: I don't know, Your Honor.
15 THE WITNESS: Well, I'. trying to, you
16 know -- I'm assuming. I can only assulIIe that they are, Your
17 Honor.
18 THE COURT: Are you representing that you got
19 the.. in discovery or did you have thelll?
20 MR. WINTER: W. had thelll.
n THE COURT: A. part of your busines.?
22 MR. WINTER: That'. correct, Your Honor.
23 THE COURT: You ere repre.entlng they ar. the
24 accurate returns?
25 MR. WINTER: Y.., ve an, Your Honor.
52
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1 THE COURT: Let's assWlle that they are.
2 THE WITNESS: Okay. I assWlle that they are.
3 BY MR. WINTER:
4 Q Again, just very briefly for the record,
5 you'll notice that both of these were generated by an
6 accounting company called stott and Group Financial services
7 here in Carlisle?
8 A That's correct.
9 Q Are you familiar with that organization, Mr.
10 Deitch?
11 A Yes.
12 Q Would you testify that you, in fact, took
13 your docuaents to that group to have them generate these
14 returns?
15 A Yes.
16 Q And to the best of your recollection, would
17 you have been called in at the appropriate time to sign
18 those returns?
19 A Yes.
20 Q Very simply, I would like you to look first
21 at Plaintiff's Exhibit No.2, which is the partnership
22 return, and in the upper right-hand side, line lb, it shove
23 groas receipts or .ales. What is that dollar a.aunt, sir?
24 Excu.e me, that would be line le.
25 THE COURT: Point it out to hi..
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THE WITNESS:
MR. WINTER:
THE WITNESS:
Line 1c says 61,753.
Dollars?
Dollars.
BY MR. WINTER:
Q And then if you'll turn to Plaintiff's
Exhibit 3, which is the partnership -- excuse me, the
corporation return, up at the top in the box where it says
D, the total assets of $12,312.00, do you agree with that,
Mr. Deitch?
A That's what it says.
Q And would you agree with me that the sum of
those two numbers would be approximately $74,000.00, 61,753
plus 12,312?
A Yes.
Q Thanlc you, sir. So this is what you reported
to the Internal Revenue Service as being your gross income
for tax year 1995, is that correct, sir?
A That's correct.
Q That's certainly more than the $18,000.00
that you earned when you were an ..ployee of Penn Pest, is
that correct?
A That'. correct.
Q And it's certainly more than the number that
you've .tated to the Court of approximately 40,000 that you
claim that you earned in the year that you had your own
54
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1 business between the time that you were an employee and the
2 time that you were a franchisee of Penn Pest, is that
3 correct?
4 A That's correct.
5 Q Thank you. During this past week, have you
6 been actively engaged in serving as a service technician for
7 a pest control company?
8 A Yes, I have.
9 Q So you've been out there performing work,
10 calling on customers, is that correct?
11 A No. I've been out there performing work,
12 doing pest control and inspections.
13 Q Just one more question, sir. You offered an
14
15
16
17
18
19 page of that. Is that your handwritinq on that little slip
20 that appears to be stapled to the ledger sheet?
21 A Yes, it is.
22 0 Is that the types of records that you kept on
23 your jobe?
24 A No.
25 0 But is that the type of record that you
exhibit that consisted of sOlDe checks. On the third page of
that exhibit, there is a ledger sheet, and then there ia
something that appears to be atapled at the top and
photocopied. I'll just show that to you. That would be
Defendant's Exhibit No. 5. I'm referring you to the third
55
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1 submitted to Penn Pest when you were invoicing or when you
2 wanted to be paid?
3 A No.
4 Q What is that indicative of?
5 A That's a note that I made to myself a~ I was
6 trying to locate the whys and where of the payment for the
7 termite treatment done in May of that year.
8 Q So, in fact, when you would submit your
9 paperwork to Penn Pest, it was always very detailed and
10 fully written out and documented, is that correct?
11 A On all of the forms that we used and service
12 slips and ledgers, yes.
13 Q Okay. Thank you, sir. Just one last
14 question. In your license agreement with Penn Pest, there
15 is a paragraph XI. Let me refer you to the page number,
16 sir. That would be on page 6, Roman numeral XI, right to
17 audit. Do you .ee that, sir?
18 A Yes.
19 Q To the best of your knowledge, have you, in
20 fact, permitted Penn Pest to have an audit of your books?
21 A I'. sorry, would you say the question again?
22 Q To the best of your knowledge, have you
23 penaitted Penn Pest to have an audit of your book.?
24 A No.
25 Q One last question. I promise this will be
56
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1 the last question. You testified to some detail that you
2 didn't feel that Penn Pest had provided to you all of the
3 services and support that were stated in this aqreement. To
4 the best of your knowledqe, Mr. Deitch, at anytime when this
5 agreement was in effect, did you ever discuss this or bring
6 this is.u. up with Mr. Moran, complain to him or suqqest to
7 him that thinqs could be done better?
8 A Yes.
9 MR. WINTER: Thank you. No further
10 questions.
11 THE COURT: Any redirect?
12 MR. MOORE: No, Your Honor.
13 THE COURT: Sir, you may step down.
14 THE WITNESS: Thank you.
15 THE COURT: Next.
16 MR. MOORE: At this tillle I would call Tholllas
17 Deitch to the stand.
18 Whereupon,
19 THOMAS LAWRENCE DEITCH,
20 having been duly .worn, t.stified as follows:
21 DIRECT EXAMINATION
22 BY MR. MOORE:
23 Q Mr. Deitch, can you pl.as. state your full
24 nUle and spell your last nallle.
25 A Thomas Lawrenc. Deitch, O-e-i-t-c-h.
57
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1 Q And your educational background?
2 A A high school graduate, 1986, and a lot of
3 technical training in the pest control field, seminars on
4 insect biology and control, pesticide application and its
5 aafety.
6 Q Can you please give the Court a brief
7 employment history?
8 A I spent four years in the military from 1986
9 to 1990, after which I worked for my dad at Franko's Pest
10 Control in California, and when he sold the company, I
11 worked for the company that purchased that. Then I worked
12 for Airborne Expres. as a courier, and then We.tern Parcel
13 Expres. as a courier at which time -- that was in '96. I
14 came out here in March of '96 and became a franchisee of
15 Penn Pest, Inc.
16 Q Have you recently formed a company by the
17 name of Deitch Pest control?
18 A Ye., I have.
19 Q And can you tell the Court what things you've
20 done to set up this company?
21 A I submitted an application for an EIN number,
22 set up bank accounts, had meetings with accountants to .et
23 up a payroll, and then currently working on workman's camp
:l4 in.urance.
25 MR. WINTERl Your Honor, we would stipulate
58
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1 that Thomas Deitch apparently had set up an orqanization
2 called Deitch Pest Control. In the interest of time, we'll
3 certainly stipulate to that.
4 THE COURT: Okay. So stipulated.
5 MR. WINTER: We will even stipulate that
6 apparently he has an employee named Frank Deitch workinq
7 there.
8 THE COURT: So stipulated.
9 MR. WINTER: We wish the Court to take
10 special notice of that relationship.
11 THE COURT: Next.
12 MR. MOORE: That's all the questions I have,
13 Your Honor.
14 THE COURT: Any cross?
15 MR. WINTER: Just a few.
16 CROSS EXAMINATION
17 BY MR. WINTER:
18 Q Hr. Deitch, you are, in fact, a franchisee
19 and licensee of Penn Pest, Inc., is that correct, sir?
20 A Yes, sir.
21 Q And you have now set up a company called
22 Deitch Pest COntrol, i. that correct?
23 A Yes, sir.
24 Q And that's operatinq here in CUmberland
25 County?
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Yes, sir.
And you've hired your dad as an employee, is
A
Q
that correct?
A That's correct.
Q Is your Uncle Sam involved with that
orqanization in any way?
A No, sir.
Q And I see that on Monday here you had your
dad siqn a withholdinq form, is that correct?
A That's correct.
Q And, of course, this equity hearinq had been
scheduled sometime prior to April the 7th, is that correct,
air?
A To the best of my knowledqe.
MR. WINTER: I have no further questions.
Thank you, sir.
THE COURT: Anythinq else?
MR. MOORE: No, Your Honor.
THE COURT: Sir, you may step down.
MR. MOORE: Your Honor, the only other person
that really hasn't testified here is Sam Deitch. Now, I do
not represent Hr. Sam Deitch. He i. here on hi. own under a
deaand for appearance by the plaintiffs. If the Court would
like, I would be prepared to put hi. up and explain what his
role, if any, is in the current situation.
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1 THE COURT: Well, you do not represent him.
2 Samuel Deitch is a defendant, riqht?
3 MR. MOORE: That'. riqht.
4 THE COURT: He may represent himself. You
5 are qoinq to rest?
6 MR. MOORE: I will rest. I would offer the
7 exhibits that I've presented. The Court has ruled that
8 number three is not admissible.
9 THE COURT: And how about the others, any
10 objection?
11 MR. WINTER: No objection with the others,
12 with the exception of number three, Your Honor.
13 THE COURT: The others are admitted. Now,
14 Mr. Deitch, do you wish to testify and present evidence?
15 MR. DEITCH: About the only thinq --
16 THE COURT: Do you wish to testify or present
17 evidence? I will let you testify if you wish.
18 MR. DEITCH: Yes, sir.
19 THE COURT: Come on up.
20 Whereupon,
21 SAMUEL EUGENE DEITCH,
22 havinq been duly sworn, testified as follows:
23 MR. WINTER: Excuse me, Your Honor, before
24 Hr. Samuel Deitch begins his te.timony, in the interest of
2$ time, if it'. our understandinq that Mr. Deitch is not
61
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1 actively involved in the pest control business at this time,
2 we have no issue with him at this time.
3 THE COURT: Do you drop the claim for
4 preliminary injunction?
5 MR. WINTER: We will drop the claim, with the
6 understandinq that Hr. Deitch is not qoinq to be in the pest
7 control business. It's our understandinq that he is not,
8 and he does not plan to be in the future.
9 THE COURT: Just tell me your name and your
10 address.
11 THE WITNESS: Samuel Euqene Deitch,
12 D-e-i-t-c-h, 175 Limekiln Road, Carlisle.
13 THE COURT: Are you now involved in the pest
14 control business?
15 THE WITNESS: No, sir.
16 THE COURT: Do you intend to be in the
17 future?
18 THE WITNESS: No, sir.
19 THE COURT: Do you consent to the plaintiff
20 withdrawinq his claim against you?
21 THE WITNESS: No. Do I? Oh, yes, I do.
22 THE COURT: Good. Have a seat.
23 MR. WINTER: We would just reserve our riqht
24 if there would be a violation in the future.
25 THE COURT: We will enter this order riqht
62
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1 now.
2 AND NOW, this 11th day of April, 1997, upon
3 representation by plaintiff, Penn Pest, Inc., that they are
4 withdrawinq their petition for a preliminary injunction
5 aqainst Defendant Samuel Deitch, and with the consent of
6 Samuel Deitch, the petition seekinq a preliminary injunction
7 aqainst Samuel Deitch IS WITHDRAWN AND DISMISSED.
8 Now, any rebuttal from plaintiff?
9 MR. WINTER: I don't believe so, Your Honor.
10 THE COURT: The record is closed. Off the
11 record argument, movinq party.
12 (Whereupon, argument was held off
13 the record.)
14 (Whereupon, the hearinq was concluded
15 at 10:50 a.m.)
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25
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CERTIFICATION
2
3 I hereby certify that the proceedings are
4 contained fully and accurately in the note. taken by me on
5 the above cause and that this ie a correct transcript of
6 same.
7
8
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Pamela R. Sheaffer
Official Court Report
\
9
10
----------------------------------
11
12 The foregoing record of the proceedings on the
13 hearing of the within matter is hereby approved and directed
14
15
to be filed.
/
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Edgar B.
17
18
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PENN PEST,INC., A
PENNSYLVANIA CORPORATION,
PLAINTIFF
V.
FRANK DEITCH AND SAMUEL
DEITCH AS INDIVIDUALS;
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS :
DEITCH BROTHERS PEST CONTROL; :
FRANK DEITCH AND
SAMUEL DEITCH TRADING AS
PENN PEST OF CARUSLE,
INC., A PENNSYLVANIA
CORPORATION,
DEFENDANTS
,.....
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
.
: 97.14n EaUITY TERM
1fi.Bj:: OPINION-PURSUANT TO PENN~'(J.VANIA 8ULE OE
Aef'EUATE eROCEDURE 1925
BI;FORE BAYLEY. J.
BAYLEY, J., August 12, 1997:-
On April 25, 1997, following a hearing in this Equity suit on the motion of
plaintiff, Penn Pest, Inc., for a preliminary injunction, it was ordered:
(1) Defendant, Frank Deitch, is prelimInarily enjoined for a
period of two years from March 17, 1997, from violating the provisions
of the Covenant Not To Compete in paragraph XV of the Ucense and
Consulting Agreement entered into on March 2, 1995, between Penn
Pest, Inc., Ucensor, and Penn Pest of Carlisle, Inc., and Deitch Brothers
Pest Control. Licensee.
(2) The preliminary injunction imposed in paragraph 1 shall
include Frank Deitch working in his current capacity at Deitch Pest
Control.'
(3) ThIs preliminary InjunctIon Is conditioned upon plaintiff
tiling a bond or cash in the amount of $10,000 WIthin ten (10) days of
thla date pursuant to Pennsylvania Rule of Civil Procedure 1531(b)(1) &
(2). (Emphasis added.)
IJO
'"'"
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97-14n EaUITYTERM
1. We find that designating Frank Deitch as an 'employee" of Deitch Pest
Control Is a subterfuge in an attempt to avoid his having to comply with
the Covenant Not To Compete that he is now violating. (Emphasis
added.)
On May 9, 1997, plaintiff filed a petition to extend the date for posting the bond
required In paragraph 3 of the order of April 25. An order was entered '[t]hat the
Cumberland County Prothonotary's Office shall accept the $10,000.00 performance
bond from the Petitioner in full compliance with the terms and conditions of this
Court's Decision dated April 25, 1997.' The $10,000 bond was posted on May 10,
1997. On May 27, 1997, defendant, Frank Deitch, against whom the preliminary
injunction was entered, filed a direct appeal from the order of April 25, 1997, to the
Superior Court of Pennsylvania. Appellant's counsel failed to provide this judge with
notice of the filing of the appeal as required by Pennsylvania Rule of Appellate
Procedure 906(a)(2). We learned of the appeal when notified by the Superior Court
of Pennsylvania on June 23,1997. On June 23, we ordered appellant to file a
statement of matters complained of on appeal. The statement filed on July 7, 1997,
sets forth:
1. Where a restI ictive nof'loCOmpete clause in a license and
consulting agreement does not prohibit the defendant from working as
an emplOyee for a competing bus/ness, did the trial court 8fT by failing
to strictly construe the restrictive covenant and enjoining defendant from
worklng as a [sic! employee for his son's sole proprietorship?
2. Did the trial court 8fT by permitting the plaintiff to post bond after
the time set by the original Older of court, where the lIlooc:tlon dlalolved
when the bond was not timely posted?
-2-
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97-14n EQUITY TERM
Penn Pest, Inc. is headquartered in Harrisburg, Dauphin County. The
corporation has been in existence for nine years. Appellant, Frank Deitch, has
technical training in the pest control industry and has worked in that field since the
early 1980s. In March, 1993, plalntiff hired appellant as an employee to be a full-time
termite and pest control service technician. In November, 1993, appellant left his
employment with plaintiff and started his own similar business. In December, 1994,
appellant told PatriCk Moran, the President of Penn Pest, Inc., that business was slow.
Moran suggested that they enter into a Joint business relationship. On March 2. 1995,
plaintiff executed a written Ucense and Consulting Agreement with Frank Deitch and
his brother Samuel Deitch, the partners in Deitch Brothers Pest Control, and Penn
Pest of Carlisle, Inc., of which appellant Frank Deitch was president. Paragraph YN of
the Agreement provided:
~N~NT NOT TO COMPETE. Ucensee agrees that in
the event that the License Agreement is terminated as provided for
under this Agreement, Ucensee will not engage In direct bualneaa
competition In a almllar retail buslne.., either aa an owner, partner,
sherehold8r, manager, or consultant for a period of two (2) years from
the date of termination of this Ucense Agreement and within a fifty (50)
mile radius of the location of the principal place of business in
Cumberland County. (Emphasis added.)
~
..
e
The parties provided retail pest control services to the public under the Ucense
Agreement until appellant severed the business relationship in March, 1997, and
began competing with plaintiff by providing retail pest control services to the public
within a fifty mile radius of the business location in Cumberland County. The seMces
provided by appellant were exactly the same as he had been providing as a IIc<<laee
-3-
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--
97-14n EQUITY TERM
of plalntiff under the Agreement dated March 2, 1995.
On March 21, 1997, plalntiff filed a complalnt in Equity and an ancillaly motion
for a preliminary Injunction. I As of April 11, 1997, the date of the hearing on the
motion, appellant was still providing competing retail pest control s8lVices to the
public within the area restricted by the parties' Covenant Not To Compete. Appellant
clalmed that he was an employee of Deitch Pest Control, a company owned by his
son, Thomas Deitch. Thomas Deitch is a licensee and franchisee of plaintiff herein,
Penn Pest, Inc., in Lancaster County. After his father ceased being a licensee of
plaintiff, Thomas Deitch formed a company, Deitch Pest Control, to operate In
Cumberland County. Thomas Deitch testified that his company hired his father to
provide pest control services to the public and that his father has no ownership
interest In the company.
A preliminary injunction seeks to malntain the status quo until the rights of the
parties can be finally adjudicated. New c.stle Orthopedic Assoc. v. Bum.. 481 Pa.
480 (1978). In T.W. Phillips Gaa and Oil Co. v. People. Natural Gas Co., 89 Pa.
Commw. 377 (1985), the Commonwealth Court set forth the well-established
standards necessary for the issuance of a preliminary Injunction:
A court may grant a preliminary injunction only where the moving
party establishes the following familiar elements: (1) the relief Is
necessary to prevent immediate and irreparable harm which cannot be
compensated by damages; (2) greater injury will occur from refusing the
Injunction than from granting it; (3) the injunction will restore the parties
1. No. a:ttlnjunctlon was sought or 8lltered.
-4-
IS3
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97-14n EQUITY TERM
to the status quo as it exlsted Immediately before the alleged wrongful
conduct; (4) the alleged wrong Is manifest, and the Injunction is
reasonably suited to abate it; and (5) the plaintiffs right to relief is clear.
(Citation omitted.)
In Pennsylvania, a restrictive covenant must meet three requirements:
(1) the covenant must relate to the contract for the sale of
goodwill or other subject property or to a contract of employment;
(2) the covenant must be supported by adequate consideration;
and
(3) the application of the covenant must be reasonably limited in
both time and territory.
Piercing Pagoda, Inc. v. Hoffner, 465 Pa 500 (1976).
In the case sub ludice, plaintiff established all of the standards and
requirements for the issuance of a preliminary injunction. In entering the preliminary
injunction against appellant, we made a specific finding 'that designating Frank Deitch
as an 'employee' of Deitch Pest Control is a subterfuge In an attempt to avoid his
having to comply with the Covenant Not To Complete that he is now violating..
Notwithstanding, appellant, noting that covenants not to compete are to be strictly
construed, Harry Blackwood, Inc. v. Caputo, 290 Pa. Super. 140 (1981), maintains
that this court erred in issuing the preliminary injunction due to the fact that he is an
employee of his son's company, Deitch Pest Control, and not an owner, partner,
shareholder, manager, or consultant as those terms are used in the restrictive
covenant In paragraph 'IN of the parties' Ucense and Consulting Agreement
In Grllka v. I..,caon, 383 Pa. Super. 244 (1989), the Superior Court stated:
It has been held that nothing will be deemed a violation of a restrictive
covenant that is not in plain disregard of its expressed words.
-5-
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97-14n EQUITY TERM
Moreover, this Court cannot enlarge a restrictlon by Implication for the
restrictlon must be construed most strictly against the one asserting
rights under it.
* * *
[w]hen construing a restrictive covenant contained in a contract it must
be recalled that the agreement must be interpreted as a whole with the
ordinary meaning the language throughout the country given to the
words of the contract. (Citations omitted.)
In Duquesne Truck Service v. Workman's Compensation Appeal Board, 165
Pa. Commw. 145 (1994), the Commonwealth Court stated:
The existence of an employer-employee relationship is determined by
considering several factors: control of the manner in which the work Is
to be done; responsibility for result only; terms of agreement between
the parties; nature of the work or occupation; skill required for
performance; whether the one employed is engaged in a distinct
occupation or business; which party supplies the tools; whether
payment is by the time or by the job; whether the work is a part of the
regular business of the employer; and the right of the employer to
terminate the employment at any time. All these factors need not be
present to determine the type of relationship and each fact will be
considered within the context of the situation presented. Key elements
are whether the alleged employer has the right to control the work to be
done and the manner in which it Is performed, and the canying of an
individual as an employee on company payroll records, as well as the
deduction of income taxes and social security contributions from his or
her earnings, the payment of unemployment compensation, and the
Inclusion of an individual in workers' compensation and other insurance
coverage held by the company are additional evidence of an employer-
employee relationship. (Citations omitted.)
Frank Deitch Is Deitch Pest Control despite the fact that his son filed some
paperwork that started the company. We are satisfied that appellant was running the
company, reaped all of the benefits, and was not controlled by his son in any way. In
that capacity, appellant was engaging In direct business competition In a slmlIar relaiI
-6-
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,..
97-14n EQUITY TERM
business as plaintiff within the restricted geographical area as a msnager of Deitch
Pest Control notwithstanding his title designation of an employee. Therefora, he was
violating the restrictive covenant In paragraph XV of the parties' Ucense and
Consulting Agreement.
Pennsylvania Rule of Civil Procedure 1531(b) provides in pertinent part:
Except when the plaintiff is the Commonwealth of Pennsylvania, a
political subdivision or a department, board, commission, instrumentality
or officer of the Commonwealth or of a political subdivision, a
prelimil'\8lY or special injunction shall be granted only if
(1) the plaintiff files a bond in an amount fixed and with security
approved by the court, naming the Commonwealth as obligee,
conditioned that if the injunction is dissolved because improperly
granted . . . the plaintiff shall pay to any person injured all damages
sustained by reason of granting the injunction and all legally taxable
costs and fees, . . .
In Goodies Olde Fashion Fudge v. Kulros, 408 Pa Super. 495 (1991), the
trial court granted a prelimil'\8lY injunction on a covenant not to compete. The order
provided that the injunction was "to take effect upon the plaintiff posting a bond in the
sum of twenty thousand dollars . . . .' Plaintiff never posted the bond. Defendants
filed a direct appeal within thirty days of the issuance of the prelimil'\8lY Injunction.'
The Superior Court of Pennsylvania stated that '[T]he requirement of the bond exists
for the speclflc purpose of protecting a defendant by supplying a fund to pay
damages if [the injunction] Is granted erroneously.' The court stated that the
injunction was self-executing upon posting of the bond. It concluded that if plaintiff
2. Pennsylvania Rule of Appellate Procedure 311 (8)(4), implementing the
Judicial Code at 42 PaC.S. Section 5105(c).
.7.
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97.14n EQUITY TERM
walts thlrty-one days to post the required bond:
any timely appeal filed by the defendant would be quashed as
Interlocutory, and any appeal filed after the posting of the bond could be
quashed as untimely. This would, in effect, create a species of
preliminary Injunction essentially unappealable to this Court. We decline
to authorize this unwise practice. Therefore, we hold that the trial Judge
should automatically fix a time within which bond must be posted by the
injunction-seeking plaintiff. If no bond Is posted by the date set, the
injunction will be automatically dissolved, and no appeal need be taken
by the defendant.
***
If Goodies is without the wherewithal to post the bond, they are unlikely
to possess sufficient resources for any damages awarded if defendants
comply with the order and the injunction is later determined to have
issued in error. It is precisely this situation which the Rules mean to
prevent by requiring the posting of a bond. Thus, we find that Goodies
has not posted the bond according to the trial court's order and vacate
the order at issue.
Extrapolating the sentence from Goodies that states .Plf no bond is posted by
the date set, the injunction will be automatically dissolved, and no appeal need be
taken by defendant,. appellant herein maintains that the preliminary injunction
dissolved when plaintiff did not file a $10,000 bond by May 5, 1997, ten days after the
order of April 25, 1997, as required by paragraph 3 of the order. Therefore, appellant
contends that the court errecIin permitting plaintiff to post the bond five days later on
May 10. The statement relied upon by appellant in Goodl.s must be read In
conjunction with the facts in the case which were that the plaintiff never costectB
b2D!1. Thus, the defendant was left in the situation where any timely appeal would be
quashed as interfocutolY, and any appeal filed after the posting the bond could be
..s-
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THIS IS VERY IMPORTANT STUFF!
".,
,.-
INFINITY PRINT GRAPHICS
-..
Prlolllllll . 0tIphlc 0eIlgn . Advertillng Speclellln . Bu.... Fonne
19 West South Street · Carlisle, PA 17013
~",. dI ~".",.,I
Dale: 3. /7 -?7
To: I Orx. L Fy('""/~
Company: -1J~ /-/0.6 Hsf
Fad: 510. SQ/1
From: /ra~
Phone:.ru:D 249-8542
t'UldJo/ Puf:J!!1)24'.7075
4
No. of Paaca:
Comments: J.. {]hOl'Jed S~Ie. t.VO,df~9 (IYt 'tIlt:. /I1Sfde
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Phond717) 2il.6889/ (717) '61.1320 ' 4J3Ponderosa Rd. . urhsle, PA 17013
SUBTERRANEAN TERMITE
RETREATMENT WARRANTY
Ownot , .......
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c., I ItJlt lip Oodt
D.~"', 01 SllIlcon(Il SIMCM
---
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LIMITED WARRANTY: The Company warranll1llat should any aetMt re.lnfestatlon in visible areas 01 the bullding(s)
by SubCerranean Termites, Graphed Seperately, be diSCOVlrtd One (1) year Irom the date 01 Servlce or dale 01 Renewal,
the Company will treat the relnlestallon; provided, however, the Company's Ilablfity hereunder sllan not e_CHd the Full
COat 01 Retreatment.
THIS LIMITED WARRANTY IS SUBJECT TO CONDITIONS LISTED ON THE REVERSE SIDE.
NOTE: This limited warranty shan remain In lorce and tlIIy be renewed annuaUy Irom the service dati noted herein.
provided that the Company visually reInapects the service area peri0dlcaiiy and provlded that the Ownet'IPurchaser (1)
pays the Company the annual renewal ,". and (2) signa a renewal acknowI8dgement notice form. Fa/lure to do either
by the am/versary 01 the service date aha" render null and ~ this Hmited warranty without privilege 01 reinStatement
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AmR THE DA T! Of' ntlt TftANtACT1ON. lEI THE COHIlltlONS STAtED ON THE lACK n.' fiRMS ANO liiiiTA lIONS
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1 Form 1065
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u.S. Partnership Return of Income
OMB No_ 1S4!i.()Q99
o.,artmlnt of '" l....uy
lnttmll Rrt...,. S.,-.ne,
A Pnnc." BuIinn. AclMty
For tilt.." ,...,m. or lu ,... ..,10010' . IH5. a.odlo,
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1995
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EXTERMINATION ~. DEITCH BROTHERS PEST CONTROL SERVICES
B Pnnc..PnMb:IOl'SeMc' pI.IU" .......S"........AoomorIutlHo.(".P.O..........lNcbont.-)
PEST CONTROL Pri~ 433 PONDEROSA RO.
C Buaw."Codt........ or.,........ City.TIMn ,.... zwtCoctt F ToIIIA'''''(&H",,~
7299 CARLISLE PA 17013 S
G Ched< epphcebla boxes: (1) X I..bol re"'n (2) X F lnal rall.m (3) Chqa In addrell (4) Amended reun
H Ched< BCCOUltlng melhod: (1) X Cesh (2) Accrual (3) Olher (speCIfy) . · _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
I Numbtr01 SchoduItsK.I.A1lJch...foruchporlOl\ollowu.porlner1I..'lllllld.lI11glhelu.... .. 2
Caution: Include only 'rllde 01 bu........ "",orne and expense. on I...... la Ihrough 22 belOw See 'he ",.lruellOll. fOI more .,fOImallOll
2S-17842S7
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4 ~ InComO (l01I) from olher p.tnershlpS,
e.tate., and trusts ........................ .............
5 Net ,..... prolit (loll) (attach Schedule F (Form 1040)) .....
, Net ga>n (loss) tom Form 4797, P.III. hno 20
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o 110 OeprllCia!lon (I' r~od, attach Form 4562) ............
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10' . 23-2440465
"..... . 17013
form 1015 (1995)
''''AGHf ItltJM
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Form 1065 1995 DE ITCH BROTHERS Pl. CONTROL SERVICES
l
~. A> I COlt of Goodl Sold
1 InvenloryafbeglmongOlyear ......... ........... .............. 1
2 Purchase. Ie.. eO.1 or Item. Wlthdrewn lor personal use. .................. 2 8 96S.
J CO.IOllabor................................ ......... ........... .................. J
4 Addllion.IItCIt."Z6JAcolh........................... ........... ............ .............. .............. 4
5 Other eosla......... .........,............... .,....,.."..............,..,. ....... ................... 5
' Tolal.Add Itnes Ithroug,5 ............... ....... .................................................., 8 965.
7 Invanfory alend olyaar ............... ..... ............... .... ......... ................. ................. 7
a CosllOl gooduold. SIAl~acl Itne 7 ~om Itne 6. Enter hare and on page I. Itne 2 ...................... a 8 96 S .
II Check all methods used lor valuing elollng Invanfory:
(I) ~ Cost as describad In Regulahons Helton 1.471.3
(II) lo_ 01 cosl 01 mark,l as dtscribed n Regutaltons .aebon 1.471.4
(III) OtIw(IpICI'Jmtt/IodulIlfMdsllJclllJlllwt...)........... - - - -- - --- - -- - - -- --- - - - -- - - - - - -i - --
b Check th,. box II thare w,s a ...lte,down 01 '1lAlnor. mal' good. a.s descr,bed on Regutabons seellon. .1.47I,2(e)............
c Check thIS box If thellFO invenlory method was adopled th,. fax year lor any goods (If checked. enllCh Form 970) . . . . . . .. ...
d Do th, rules of section 263A (lor property prOWced or acquwed lor resale) apply to the partnership? ............, "" B Yes X No
a We. there ony cl1JW>ge in dtlerminong lJJanhties. co.l or valuetions batween Opening and cIosong onvantory? ..,........ Yes X No
I' 'ves', attach explM8tion.
,.....
25-1784257
l$cMdul. B.',. ., Oth.r Informallon
1 Whel I)pa of entity IS hlong thIS return?
Check the IlppllCabIa box. 1RI Gonerll partnership
2 Are ony partners in thIS partnership IIso parlnarshlpsl
o l.lllted partnershIp 0 lonlfed Itabll,ty eornpony
.......... .."......,. ..........." ...........
Pa e 2
Yes No
X
X
X
X
X
x
110U
X
3 Is thIS Plrlnarshlp I Plrlnar in another Plrlnarshlpl . . . . . . , , . . . . . . .. ,
4 Is thIS parlnarship ~ecl 10 thl consolidated audil prOCOllJres of HclJons 6221 through 62331 II 'Ye.: sea Dnlgnaaon
of To IIaItart PIt1neo' below.....................,........,........... '.. ............ ...................,......,...
5 Ooes thIS Plrlnarshlp mllf All TIvH 01 the lollowong reqwemenls?
a Thl partnershlp's Iolal reclipls lor the tax yaar _e less than $250.000:
b The P......ship.s Iolal ....IS II th, end 01 the lax yaar _e less than S6OO.ooo; And
e Scl1ecUes K.larl hied WIth the return and fImoShed 10 the parlners on or bafore the c1Je dale (oncIudIng axtlf'llions)
lor the parlnership reUn.
II'Ves: III p......ship is nol r"""ed 10 compI,le Scl1acUn l. 1.4.1, and 1.4.2; Item F on page I 01 Form 1065; or
Item JonSchacUI K.I .....,. ..................,.......................... . .'......., . ............. ......."
, Doe. thl. parlnarship hlw ony loreJgn par....s?
7 Is thIS Plrhrshlp I JlIbIICfy Iraded Plrhrship IS dehned '" section 469(\<)(2)1 .
.............,..............."........
X
~
\00,
. . . . . . . . . . . . . . . . . . , . . . . .
· Ha. th,. partnarlhip Idad, or is ~ reqwed 10 hie. F_lI2IC. AI>PIocatlon for R.lration of I Tax Sheltarl . "" .
· At any tima cU"'Il cIIandar yaar 1995. did the parlnershlp havt Ir1 "'....t '" or I IV'IUI 01 olhar 1UIlarIt)'-
I Ionai'1dIlIlCCOur1\ '" I for'9' tourIIry (SUcl1 as I '*'" IICCOur1\ neun"s llCCCU\t, or Olhar IIn8r1cIaIlCCGulOl
(5" the '"""""lIOns lor IXCtptlQns _ hIlng r"""tmInIS lor Form TO F llO.22.1.) " 'Yes: enter III _ of
the lor'9' e~ . ..
------------------------------------------------
10 WIS III ~ III grantor or. 011<__ 10, I for'9' 1rust fhet e_ cUlMg the _ laJr.llttr """lhar or not
III par~ 01 ony p... has ony bone""'.. ,",erl" '" It? II 'Y..: you may Ita.. 10 hie Forms~. ,M.A, or lI2I......
11 Was """.1 dl.1rtIuIJon 01 ~ or I "1rlIhlr (I.., .... or death) all parhI!!h'P InlarIS\ lUi1g III \ex)'fa'l
II 'Yas: you may tItct 10 "*"" III basts or", par '. _IS ur1der sacIJon 7S4 by I\lac:hlno iii sill" \1004
dascrlbad '" '" ""N:lIona ur1der bedlene ... ...... . ...... ... ...
1ft. on 0' U .ra IItner
Enter below '" gener.. parhw clttIIgwad IS the lax mallars p... (T~ IIlr III lax year alllOS rakm:
~0I ~~q
DeIl\J"a/ldTl.f> ~ FRANK J. DEITCH ~alTt.f>~ 193-]6-3921
Adlhss or ~ 43] PONDEROSA RD,.
DaSl9'\llId Tt.f> CARL J SlE ".
'fltAOII, ,,,,,....
\
F'-l111065 !l995l DEITCH BROTH~ PEST CONTROL SERVICES
I Schedule K .... . I Partners' Shares 01 Income Credits. Deductions etc
~
25-1784257
Paga 5
Incom.
(lOSI)
DecIuc:.
tiOlll
lnv..\.
menl
1n1....1
Cledlll
Sell-
Employ.
ment
Adjusl.
mentl
endT..
Prefer.
enc.
Komi
r.....gn
TOll..
Olhw
ANIyM
(I) Dlltrtbullvllh.rlltlml
1 Ordinary Incoma (loss) from ~ada or buSlnass aCllvlllas (paga 1. hna 22) . . . .. ........ ........ 1
2 Nallncoma 0055) ITom rantal raal astala aChVlllas (a"ach FOtm 882T5). .. " ... ....... ..... ... 2
51 Gro.. lnComa from othar rental aCh",has .............. ......... 511,\X:'i:?
I ~I""";;'
b Expenses ITom other rantal aChvllias (a"ach schadule) . . . . . . . . . , . . 5b, .. . .'
c Nallncoma 0055) ITom othar rental acllVlhas. Sub~acl hna 3b ITom hne 3a ..... ......... ....' 5c
4 Portfolio ineoma (loss): .Inl-,ast ineoma.................... ............................. 41
bOlvldend ineoma........................................... ................................. 4b
c Royally ineoma ....................................................................... ....... 4c
d Net short.lerm capital gain 00") (a"aeh Schedule D (Form f065)) . . . . . . . . . . . .. ..... ......... 4d
. Net long.term capital gain 00") (a"aeh Schedule D (Form 1065)).............................. 41
I Other portfoho lnCOtna 00") (a"~h Ichedule). ............... ..... ....................... 41
5 Guaranteed paymants loparlners .................... ............. . ......................... 5
6 Not IlIIft (loss) ulld. IICtion 1231 (.1hIr lIwl due 10 CIIuIl1I or thell)(lllI<hr.... .191) ........ .. ............ 6
7 Otherineomano..l............................................. ........ . ... ... ....... 7
8 Chal'ltabla contributions (a"~h schedule).. .. . .. ... ......... ... .. .. . .. 8
. SICbon 179 axpanse dac1Jclion (a"adl Form 4562)..... ...................,............ ·
10 OtclJchons ralated to portfohO lnCOtna (ItamiZa) ........ ..... .... ... ....................... 10
11 Otherd.clJctiOnS ................................. ....... ............ .... ............ 11
1211nIarnl."".nsaonlnva.""entd.bts ...... ....... .. .... .. .. ........... 12a
b(l) Invas"".nl inCom.lr1CIudad on hne. 411. 4b..\c. and4f Ibova .................... 12bOl
f2l Invas"".nl."".nsa. InCIudad on hne 10 above . . .. ... . . . . . . . . . . . .. 12b f2l
U.low.lnCom. housJng cr.dll: . :
(1) f,om partnlrshlp'lo *" seeh.. 42(JX5) apphator _II pil<ld 1ft ...... bIIors liIW ... . .. .... ... 13. Ol
(2) Other than on I"'" 13a(l) lor properly pl~ed n .al'V1ca b.lora 1900 . . .. . . . . . . . . . . . . . 13. f2l
(31 from partnlrshlp.lo_sact... 42(JX5)app"..tor_lIpil<ld ........."" 1989 ................... Ua rt\
(4) Other than on line 13a(3) lor properly placed'" servo:. alter 1989. . . . .. . . . . . . . . .. ......... Ua''''
bau.ldlld'...."iIJl""'~ltura....IedIo...IJI...I..lIl..:I"'llIS(l1II<hr....J46I') .... ........ .. ..... Ub
c Crodll.(.IhIrIlllll..odlls_..hnalla....,lb)'oIIledlol..lllrul..lItIICINlllIS ................. 130
d Cladlts r.lated to other rental aclMh.. .. .... ....... .. . Ud
14 Otharcr.dlts.. ....................... .... ......... ......... 14
151 NaI.lmlf1gS 00") ITom ..If.employmant.. .. ......... ... . .... ...... ...... .......... 151
b Gro,,'armJng or hshJnglnCOtn. .. .... ......... .. ... ..' .. .......... ................... 15b
oGro..nonlarmlnCOm....... ........ ....... ....... ....... ............ ......... ... ISo
161 Oapraaation adjuslmenl on properly placed '" service aner 1986 . . . . . . . . .. .., ......... 161
bAdjusted gan or Iou ............ ... ..... ....... ..... ........... ......... 16b
o Otpt.1ron (other than 011 and gas) .. . . . . 160
d (1) Gro.. incom. ITom oil. gas. and geothermal properties .. .. ..' ..... .. .... ......... 16d m
(2) OtQJctions a1locab1a to 011. gas. and geothermal properbes . .., .... ... .. .... ..... 16d '"
.Olhor"""'''ltuortlitem, ........... ........... ..... ....... .......... 161
17.1J1111ol_....... _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ _ ___ _____ ____ __ _ ,,;;,;It~
b For.1\1' ~ or U.S. possasllOll . . · &~j
_ _ _ _ _ _ __ __ _ _ _ _ _ ____ ___ ___ ~~~.,'t:-
o TotallP'oU InCOm.ITom SlUcas oulstdI1he Urxled Stat.. (a_ seIIedule).... ........ 170
d Total appllc_ da<U:tiOnS and 10.... (an.ch schedule) . 17d
. Totallor.1\1' tax.. (check one):. lJ PIId lJ Accrued ..... .. ........ 17.
1 Rawclron n ..... .V1IIIab1a lor cradlt (a_ ._le) . . . . .. ...... ....... 171
It Otler lor"'" ... ,"Iorm.1ron (a_ schedule' .. ... .... ........ 178
18 Scbao59(.Xll--'''..... .1J111 · _ _ _ _ __ _____ __ _ _ _ _____ b_I..' 18.
I' T...._IInter..t incom.. ........ .......... 1.
20 O\har "'"x""1>1 ncome ..' ....... 20
21 NondaclJcbbl. ._" :n
22 O'S__OllIoImonty(CllShandmtrt<._............) ...... ...... .,. ,.."... 22
21 o..tlbultonS 01 property other t.., money ..... ....... ....... ...,.. ..~2J 090.
24 oa.......'''''''-Itlll--It-. ..... ..... . . ..'"
b':'.--~...'....,.......,_...__,..._......-,_,'"&l. :.:.::.:: 25. 2' 66.
Q.'"' (lI)Corpor.te MIndI_ (c)P.,,",~ ME... (t)Nomht/CltlaI
rJ;' I Acbve H P...... ~
t:::: 26 366.
"-
'fPAlUl OtA..
(h) Tola' amounl
-7 713.
34 219.
140.
26 506.
52 788.
321.
1H.
FOri]' 1065(1995) OEITCH BROTHERS .....T CONTROL SERVICES ,...., 25-1784257
\ Nott: If Ouesllon 5 of Schedule B i. an.wered 'es. . the PlJrtner5h,p 15 nol reqUffed '0 complete Schedule. L. M, f. and 1.1.2
I Schedule L ......., Bllance Sheels
P.O' 4
Seo'mlnO all.. y....
(.) (b)
End 01 t.. y....
(e)
(eI)
A...tl
1 C.sh ........... ......... .... ..... .. ... ....
2. Tr.d. nol.. end .CCDUlts r.c.ivabl. ..
bless .1I0wenc.lorbadd.bts.".............
3 Inventor,a. .................................
4 U.S. Q<)verll11ant oblig.Uons.................
5 T......mpl..CU"ti...................,....,
6 0'* currM\t......(IIIf.Itadl) ....................
7 MortOll\la endreal..tal.lo..........,.... ....
8 Other investments (IU'ch.l<h}.....................
91 Bu,ldlllg' end 01l11lf depreciabl. llS5ats . . . . . . .
b L... accunulaled depr.ciation. ............
10. O.pl.tabl......ts ....... ..... . .............
b L... accumulaled depl.tion . .. .. .. .. .. .. .. ..
11 Lend (net 0' arlY amortiZation) ...............
12. Intanglbl. llS5.ts (amorbzabla only).....
b L... ecamulal.d amortillbon . . .
13 0",", IIHlI (lf1Ic/lschedllle) ..
14 Totll a"'II. ............
UIblUU.. end CIpiIII
15 ACCDUlts payable. . . . . .
16 Mol,- nota. bond. popUlo" les.lllIlIl JUI .
17 0tIl0r CIlI,..II...10111S (lUl<II .l<h) . .
18 All nonr.cOU'se 10..... . . . . . .
l' MorIQIQIS. nota. bond. popUlo " I " " mare
ZO OtIlorlilb,IoIIlS(If1Ic/l""'ale}.
21 Per1nef.' CapItal acco<.nts .... .. .. .. .. O.
Z2 To'lI liab'lob.. end c 'Ial. 0 .
I Scheclul. ..' 'j Reconciliation ollnc_ (lou) per Books With Income (loss) per Return ('H inllrucbons)
1 Net lnCom. ~o..) per books .. -7 968.
2 Income ""_ on SctolNIo II. 1_ 11IrouQtI
1.6. & 1.1lOt recorded on boots 1101 JUI (ill.nll~
:...:.~...,',,':.;.,:.~~,;~,~..W.X:1.:":..;'.'
.,".:..;:<:,.:,;., :~;
';"";.:/>:'"
o.
O.
& Inc.... ,_dtd on booIl, II1lI ... no' ""_
on ScltCulo II. 1_ 11houQh 1 ('....IZI~
.11ll'~"""t. . $___________
3 Guerarll.ad payments (olher lI1arl
htlllll1 insurance) . .
4 Expanse. racordad on books Ihts ya..
not InCluded on SchlKUa K, '"'" I
Ih<\lUl1112.. 17.. Ir1d 1811 ~tlmlZl):
. OIIwICIIt..... $_ _ _ _ _ _ _ _ _ _ _ __
bl'M111l4
.._I. $__________11}~
34 219. 7
DeWctlons nctudad on Scht<Ua K, lone. 1
1h<\lUl1112a. 17., end 1811, not clUlrgad
llQaonsI booI< ncome illS ya.. (ItamlZe):
. DeprecIation...... $_ _ _ _ _ _ _ _ _ __
. Add lone. 6 Ir1d 7 . .................
, Incoma (10$1) (Sche<klIe K, lone 258).
SlAllract 1one81rom lone 5. .............
____________________ 115.
5 Addbne.11lY 4. 26 366.
t ~"']IIJ Anllysls 01 P,dners' Capital Accounts
1 Selane.., begow1g 01 ye. . O. &
2 CIIP't.. cont-.s ung ye.. . 13 057.
3 Net lnCOITIe (Iou) par _ - 7 968. 1
~ OtIlor_(MIlI): __________
26 366.
Ol$lllbutoona: . Cesh .,
~ "'operty
0tIl0r_(_~
5 090.
---------------------
--------------------
~~~~_~tl~~__________
1.
---------------------
5 Add Ionel I IIY
. Add """ 6 Ir1d 7
o O. , 8.I""UI IIl4 el . S,,"IC' "'" Ik.. """' .
5 090
o
4
PIPAOI)4 1211 tItS
.
\ Form 4562
""" ,.....,
.Jepreciation and Amortization
(Inducing Inlonnllion on U.ted Property)
. Attach thl. form 10 your ..lum.
1995
67
--
25-1784257
OMII No 15<14172
Otpartm.nl of "'lr'~
~~s.M:. (99)
"-"'t(.) Shown on A,,,,,,
8YltnHi or AcWtty kl Vlhch TMfarm R./a,"
BROTHERS PEST CONTROL SERVICES Form 1065 Line 22
Election to Expen.e Certlln Tlnglble Property (Seclion 179)
Noll: " have an t..,ect PI r. . c 10'0 ParI V beforo c 1010 ParI I
1 MaxnnuTl doll.. lomltabon. II an enterpri.e zone bus","SS. ..a It1Sbucbon..
2 Total co.t of .acbon 179 properly placed", .0000ce cUlflO the tax ye.. ...
! Threshold co.t of lechon 179 properly before reclJcbon in lomitabon. .........
4 R.clJcbon lfllim,labon. Slbbact IN 3 from IN 2. II zero or I.... .nter .0. .
1 S17 500
2
! S200 000
4
5 Doll.. lomltabon lor tax y.... Slbtract I"," 4 from line 1. II zero or I.... .nler .0.. II m.."ed I,llflO
50 ..at.1 ...e IOStrucbons. . . . . . . . . . . .
& I D.ler bon 01 Co.t
5
c EI.ct.d COil
, -. '" ~,
Ctht{(~~:~~#t.~..4'~\h~'4
7 Ulted property. Enter ~I from IN 27 .......... .......................... 7
8 Total elacted cost ollechon 179 properly. Add IInOlOlts"' column (c). IN' 6 and 7
. T entab.. deo..chon. Enter the smaller 011"," 5 or line 8 ,.. . . . . . . . . . . .
10 Ctwryo_ 01 dI.allowed doOXhon from 1994 . .. .. . . . .. . . .. . . .. . . . ... ...........
11 To.llble lnCOITIe I....tahon. Enter the smaller 01 taxable InCome (nolle.. than zero) or IN 5 .
12 Secbon 179 expense deo..cbon. Add linel 9 and 10, bul do nol enler more th....line 11 .
13 C.. "'" 01 disallowed rle<1Jcbon 10 1996. Add line. 9 and 10. Ie.. IN 12 . . .. 13
Nolo: Do no/ u.e Pari II 01 Patl /11 below for //slect property (au/omobllo.. cer!ain other .e/l1CIe.. col,""" 101ephoneJ. cerlan """",larS. 01
property u.ect for enlornmrnent rocroa//Ofl. 01 amu.emenl) lnJ/oad. u.o ParI V lor hslect property
Iplrt n . I MACRS DepNdltlon lor A..ets P1lcld 1'1 Slrvlel Only During Your 1995 Tu Via,
(00 Nollnctude Lisled P~)
8
.
10
11
12
SocIIon A - Gonorol A'HI Accounl Eloctlon
14
lOon 5
1513.
b5.
c 7.
d 10. e"
I 15- ..
120. ..
II Ro..denbal rantat
property
h Norn_bll real
property
3 412.5.0 rs HY
2 041. 7.0 rs HY
470. 10.0 rs HY
682.
292
47.
27.5 rs /VI
27.5 rs IVI
39 r5 IVI
/VI
SecIIon C - AltamaU.. S S
SIl
S/L
S/l
Il
12
40
Il
S/l
S/l
1 h CIa" hie
bl2 ..
c 40. ..
Part Other De N I on NalIncludo Uslocl
17 GDS and ADS doOXbons lor ....ts placed n ._" "' tax ye... ba9'...g belorl 1995 . . . . . . . ... .... 11
1. Propotty 1IIJtecl'1 HCloon 168(1)(1) elechon ......... .... 11
1. ACAS and oll>ef ICllhon ,.
Irt Summl
2G L..,ed propotty. Enter amO\I11 "om Ilne 26 ..."....... .
21 Tolal. Add do<U:bons en "'" 12. I""s 15 and 16 n coUnn (!II. and """ 17""""" 20. E:nlor ~
and en I,. _Op,,"tl linel 01 yfXJf return. P.._ShIpS ar>d'S CQr1lOfabanl- -...--. .
r5
rs
""
11
U For asHIs Sho.... IboYe and plKed In _" 0..'"0 '" curonl ,... -
II. toon or II. ball, olUlUIabll 10 Itchon 263A cOils
BM For I'aporwOlll RoduclIon Act NoIkI, -....-
u
r__tltllQ
'OIlO11' 110019I
Form '4562
~preciation and Amortization ".....
(Including Inlonnalion on Usted Property)
. Alllch thIllonn 10 your ..Ium.
1995
67
_ No. 1S454112
o.,lfhent 0' h r,..a.ury
Inte1Ml AtvltnUe SeMet (99)
NWM(l) ShcMn on At"'"
BYwon, or AcIMty to W\ch 1M Form Rtta...
-...-
25-1784257
BROTHERS PEST CONTROL SERVICES Form 1065 Line 22
E1eclion to Expen.e Certain Tangible Property (Section 179)
Otl: If have an llSled Pr '. . c ""e PI/I V before c 1ele Pa,,1
1 Maxun..." dollar limltabon. If an ent.rprls. zona bUs'ness. .e. ons~ucllons. 1
2 T olal cost or secbon 179 property placed.. .....c. cuong Ill. tax yoar .... ................ ................ 2
3 Thr.shold cost or ..cbon 179 prop.rty belor. rec1Jcbon .. lunltabon ...... ................................. 3
4 R.wcl,on '" IImllation. SlJb~act line 3 ~om lone 2. If zero or less. .nler .0. ............................... 4
$17,500
S200 000
5
6
5
c Elected cost
7 Listed property. Enter ~OU"It from line 27. . . . . .. . . . .. .. . .. . . . .. .........."... 7 ~~\~\:~W~$t'ti-;itii,,:'~;
I Total .I.cted co.t or secbon 179 property. Add am"'-'lts '" coh.mn (c), lones 6 and 7 ....... ................. I
, Tentab\/O doc1Jcbon. Enter Ill. smaller 011010 50r lineS.... ......... . .............. .... ........... ,
10 Carryover or disallowed doc1Jcbon ~om 1994 .. .. . .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . ... .............. 10
11 Taxabl. >neom. IImltabon. Ent.r lIla smaller or taxabl. tneom. (not le..lIlan zero) or line 5. 11
12 S.cbon 179 .xpens. doc1Jcbon. Add lones 9 and 10, but do not enter mor. Ihan I... 11 12
13 C verordlsallowoddoc1Jcbon to 1996. Add lones9 and 10 less I... 12 . ..... 13 "',"""c,".,.,,
Notl: Do nol use ParI 1/ or ParI 111 below"" /lSled property (automobiles. ceria", other ~ICIeS. cellular lelephOMs. cerf/lJfl COIIllUlers. or
property USed Ibr ."te,lannenl recreallOn. or amusemenl) /nslelCl. use Part V Ibr holed property
IPart n I MACRS Depredation lor As.ets Placed In Service Only During Your 1995 Tax Year
(Do NoIlnc1ude I.h\ed "'-!Y)
SectIon A - Genoral A...I Accounl El_
14
(g) 0.,.-00..
--
1513. ar
b5. or
c 7.ye. pt' 8f
d 10. ear
. 15. .ar
120 or
g R",,'enbal rental
property.
h Nor"'Sldenllal r.al
properly
3 412. 5.0 rs HY
2 041.7.0 rs HY
470,10.0 rs IlY
200DB
200DB
200DB
27.5
27.5
39
Sec\lon C - Altemallvl
MM
t1I1
t1I1
till
lotion S $I.... ADS
SIL
SIl
SIl
S/l
rs
rs
rs
11M
S/l
S/l
SIL
12 rs
40 rs
her De a on Not b:Iudo UstocI
17 GOS and ADS docU:\Ions lOr _Is pIacod .. SOMee n tax yon beg.,. '\l boloro 1995 .
II Prope<ly Il.Cljecllo HcI10n 168(1)(1) e_
II ACRS and .... IClIbon .
art
20 lIsted propotly. Enll< _ Itom 1onI215 .
21 ToIII. Add dI<lJcloonl on Ins 12. tnn 15 and 1~ n coUnn (!II. and.... 17 ~ 20. Enter hof.
and on lie IPP'"",..II- 01 you..un. P.....s/llpI and~ c,"pcllIbolll - _ ~ . .
2Z For ....Is """'" 11>0\/0 and pIacod WI HMCe ~ lie CUTent year. enIIr
Ihe of lie beSts _10 _ 2l53A tolls Z2
BAA For .._..... RIducIt... Act Nottee, _ 1ns1Nc_
17
II
11
20
Z1
Form 45&2 (1995)
rotlQtl' 11RM1
682.
292.
47.
Schedule K-1
, (Fonn 1065)
OepattrNnl of !he T,..1lIf)'
lnt.mal R.....,.,. S~.
Plrtnlr'lldlntlfylng numbtr.
Plttntf',~, AckIrn',1Nf 1JP Code
Partner's 1"\e of Income, Credits, Deductio('lEtc.
For eoltndtrYIt, 1995 orltxYI.. beginning
1995,I",lIndln ,19
Plrtnl,.hl '1ldlnlllylng numb.. .
1 PartMrshlp', Ntnw. Mdr..,. and l)P Code
ClMB No. 'S45.QD99
193-36-3921
Partner No:
1995
25-1784257
FRANK J. DE ITCH
433 PONDER05A RD.
DEITCH 8ROTHER5 PEST CONTROL SERVICES
CARLISLE PA 1701
A ThIS portner II I X glntrll portner IImlled partner
r] hmllld lillbllify eompony member
B Whll typl 01 Inbly .. Itlll portner7 ... .. J ncH)'.! qUjlJ _ _ _ _ _
C II thIS portner I 00 domelbe or a 0 loraign portner7
D Enl. PIli..'. % 01: (I) ':l:~,_~ (II) ~..
ProJllshlnno... __________'' _____~O_'QQ.O.9"
LO..shor'"llnnnnu" _uu~O_'QQ.O.9"
Own,nlupof-.III __ u u u _ _" un _~O_,QQ.O.9"
E IRSClnlufle.. ..sill llledrelum: PHIL PA 19255
433 PONDEROSA RD.
CARLISLE PA 17013
F Partner's share of liabilities:
NarY.co.... . . S
QJallfled norvecOU'se fnancmg, . . .. . S = = : = = = = = = = =
Oth.r ................... .... S________!~O_,
G Tox shaller r.o'strat,on nu:nb.r .. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
H Ch.ck h.r. I' thiS porlntrshlp IS I P\.Clllcl}t troded
portnershlp "' d.flned In s.cbon 469(1<)(2) ...... ....,.0
J AnaIYSiI oIlt11tner's eaaltoJ account:
(I) CepllallCCOU'II It (b) C':tlal contrlbut.d (e)Portn.r's share 01 (d) Wlthdrlwals end (I) C1:IlIIICCOU1t It end 01
beglmln\l 01 'JIll '"ll 'JIll ,....3.4. end 7, distributions 'JIll combine colllnns (I)
Form 1065
SchOWl. M 2 thrOlJl1l (d))
O. 6 529. - 3 984. 2 545. O.
(I) Dlslributlve shin II... (b) Amount (c) 1040 iii.... Intor the
Imount In column (b) on:
1 Ordontry oncome (loss) from trode or buslness ec1IVlbe. ..... 1 -3 857.
2 Net income (loss) from rlntel reel e.tatl ecbVlbe. . .. ..... 2 See P..,. InslrucllOllS for
, Net income (loss) trom other rentalllCtMbes . ...... "'"'''' , i- Schedule K.1(FOl11l 1065).
4 PortfolIO income (1oss): I" ..
Incoms I Interesl ... ... .... .. .. .. .. ..... .".. 4a SchecUe e, Pert I. line I
(loss) bOiVldonds.. .......... .... ..' ... 4b SchOWle e. Pert II, hne 5
eRoyafbes .......... ...... .. ... ..... ... ....... '.. .. 4e Sche<Ue E, Pert I. line 4
d Net short.term eepltal glln (loss) ... ...... ... .. 4d Schedule 0. "'" ~ column (I)" (g)
I Net Iong.term CIpltal gatn (loss) . . ....... .. ..... <- 4s Schedule O. "'" 13, column (I)" (g)
I Other portfolio >nc:oml (1oss) (al,..", .medule) . .,.......... 41 En. '" ~ 10 of)OUl retum
5 Gu.onteld paymenls to pwtner .... .. . . . . . . . . . . . 5 19 293. See Patnsr', Io.IruclNlll. for
, He! 0IlII (Iou) undsr _ IllI (00. INn duo III CISlIIIIy" 11l"l) ......... , Schedule K.I (FOl11l IlI6S~
7 OllI_lloulflll It.\) . . . . . . . . . . . 7 [ft......,.....1e In of """......
. Chllll_ contnbubons (a/fac/J SChedule). . , . 70. SchOWlI A. I... 15 or 16
Doduc- t SlCbon 179 expense de<U:bon . . ... ,
lions 10 Oe<b:bons related to portfolIO income (at""" schedule).. 10 See ,..... InllrucllOllS lor
ScMduIe K.' (fOl11l ll16S).
11 ou.r _.... filiI<. ,,__I. 11
Immt- 12a Intersll exper... on _Slment _Is 12a Farm 4952. I... 1
mant b(1)"____......lb.lc,axt4'_ . b(ll See P...... 1n.IruclNlll. lor
Int_t
(2) lnve.lMant """"""'S lnCludId on I... 10 _VI b(2) ScIloduloK.l(fOl11llll6S)..
UI Low income housing credit: . $so ,...., 1n.lrucllOllS lor
(1) From _ q(j)(5) par~ for pr_ty placid '" ScMduIe K.l (F.... Il16S)
unoce beforl 1990 . . .. . ". .. . . ... . . am
(2) oa....... "'" 130(1) for plGpOrlJ placid.. __ boIlr.l9!ll sm
.'c' - Farm 85ll6. hne 5
CnldIh (5) From _ ~(5) ~ lor ~ly p11Ced '" S(5)
StMCe _ 1989 " .. ". . ...... .
(4) ou.r...... "'" 13o(!lr. plGpOrlJ placid .. ..... oller I. al41
It Q,abflld r~tallon SJll)lndolUrtl ,tblted to rental raal ......
a.1alt act...... . Ub
e Credits (0'* lion crl!dlls shown on ,,",,1130 end 1.lb) $so Por1oor'1 "'-- too
r_ to rental rail ilia.. aclrdt1as Uc - Sc!lodllIIK.} (f_11lIn
d CrIdIts relatsd to 0'* rental acll_s Ud
14 Other crIdIts ~
I Check "cllble boxes:
Amended K.)
BAA For'",""", ~Act NtIka. _lftSlM:tlOl'" lor r_ lOU.
Scn.cUt 1(.1 (form 1065) 1995
'fPM,llJ HrU.'"
Sche~le K.l (Form 1065) 1995 1 - 6- 1 P""e2
(I) DlstributlvllhI.. 111m (b)Amoun\ (c) 1040 ml..IIlII' the
llTloun\ In column (b) on:
5111. 151 Nel earnlfllls Qoss) Irom sell.emplo)""enl ........ ... ...... IS, 15 436. Sehldule S[, Sect... A or B
,mpl:r- b Gross larmong or Ilshlfllllncome . . . . . . . . . . . .................... 15b J- See Parlner'.In.kuchon. for
men c Gross nonfarm InCome.....,..............,. 15c 26 394. Sehodul. K.I (Form 1l~5).
.. .. ....
Ad)"'I- lh Oel>rOCllhon "",".lmenl on plopor1y placed III WtlCt In" 1986 . . . . . . . . . . . . lh 161.
menls bAdJUSledglln or lOll ... ......... ............... ............ .. lib See Par1ne,'s
Incl c Deplebon (other then 011 end glS) .................. ........ ... lie Inslructions lor
Tex d (1) Gross oncome Irom 001, glS. end geothermal properbes dill Schec1lle K.I (Form
P..I. .... .. 1065) end ins1lucbans
......1 (2) Deducbons etloclble 10 all, glS. end geolhermal properbes .. -~ for Form 6251.
111m. I Other adJustments & lex orelerence Items lettech schedule) . . . . lh
17_ TlPlollncomt. _ _ _ _ _ __ _ _ _ __ _ __ _ __ _ _ _ __ i>.... Form 1116, check boxes
bNamloffor"'l"COUlIlryorU.S. posses.ion.... _ _ _ _ _ _ _ _ _ __ _ __ " .
c Tote! gras' ncome !rom SOIIces outside the Uvled States ;"......:;...;. - Form 1116, Part I
Foreign (Inllch schedule).. ..... ........ ..... ............... .... .... 17c
Tu.. d T aiel epphclble deducbans end losses (11IlIch schedule) . . . . . . 17d
,Tot_I lore'gn lexll (check one): . 0 Plld 0 Accrued 17, Form 1116. ParI II
I R_on in lexes IV8Illble lor aeelll (11tlJch schedule) . . . . . . . . . 171 Form 1116, Part 1\1
a Other foreiQl'llex informlbon (enlJCh ,chedule) .. .. .... 17. See 1IlI1rudion.1or Form III&.
lie Seclion 59('X2l ~Ibns: . TIPI. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ "'..,., See Pomor's
bAmCUlt ......................... ....... ........ ..... .. ... lib _ 1ns1lucbans lor
Sc:heclJIe K-'
Olhor (Form 1065).
II Tex.,xempt ",terest oncome.... .. .. ..... .. II Form 1040. lone lib
20 Other lex.exempt oncome ... .. .. ...... ... 20
21 f\IondedJc:bb1' expenses . ... ..... .... ...... 21 58. _ ~ ParIIw'1 IIIs1ructionJ lor
22 OIslrlbubons of money (cesh end marketable IeCIIlbes) 22 SdleduIeK,I (form 1155).
n OIslrlbubons 01 property olher Ihen money . .... n 2 545.
24 Recep....e of Iow.ncome hOUSIng aedlt
. From secbon 42(j)(5) parlnersh'P' .... ..... .. 241 - Form 8611. lone 8
24b Other !hen on lone 241 . . 24b
25 __III i1form1tlon IlqlIred Ie bI '.....1Id _aIeIr Ie ucII pn. (lII,d,,*,4_ _ d... -''' ~
l]~~~!~f~~s~l~~~1~~9!~~_~0~~~Jl~!________________________________
PARTNERSHIP INTEREST EXCHANGED FOR STOCK OF
---------------------------------------------------------------
SuppI.
rMnleI CORPORATION VIA A SEC 351 TRANSFER.
1nI.... ---------------------------------------------------------------
melIon
S!~C~~~)l!~~~lE9_l~~~NS~~~f~J~t~______________________________lLt41~
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r------------------------------------------.------____~____~.~~_
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r------------------------------------------_____________________
'""AAJI' tlnJlll t9T'tilt Ir-_~
FRANK J'"'"'EITCH
r,
93 3 392
Sch.dule K.1
(Fonn 1065)
o.ptf1mtn1 ollw Y,.,sury
Internal RrteRIt Servel
Parlne"1 Idantl numbe, .
PIftntf', Nlme, Addf,... Ind ZIP Code
1995
,.
i
f
SAMUEL E. DEITCH
175 LIMEKIUI RD.
Partner's ~re of Income, Credits, Deductio"""", Etc.
for calonda, yoa, 1995 0' lax yea, be9lnnlng
, 1995. and ondln .19
Por1no..hl '1ldontl In numbe,. 25-1784257
2 partMrlhp', HarM. Addr",. and lP CocM
DEITCH BROTHERS PEST CONTROL SERVICES
owe No. 1S45.00t9
177-42-2287
Partner No:
CARLISLE
A Th,. partner " . X gener.1 partner
o IImlled lIeblllty company member
B Wh.t type of enbty I. thIS partner? ... .1!l<! tv.! <!ujl] _ _ _ _ _
c ,. thIS partner. 00 dome.bc '" . 0 f"'Dlgn partner?
D Enl.""tnIr'.%of: (I) ~"1:r (II) ";:.."
Profll sharlng....._ _ _ _ _ _ _ _ _ _" n n _~O..:QQ.o.9"
loss sharing .. "'_ _ ___ __ _ _ _" n ___~O..:QQ.o.9"
Owntrsll,pofCIPIIaI "_ _ _ _ _ __ _ _ _" _ _ _ _ _5_0..:9Q.o.9"
E IRS Coni. _. tnlrslli 'lied roMn: PHll PA 19255
PA 1701
limited partner
433 PONDEROSA RD.
CARLISLE PA 17013
f Partne,'. share of lIebllibos:
NorvecOU'.e ...... ........... S
au.lifiednonrecou,.elll1ll1Cl/19..... .. (==========
Other..................... .........,.... s_ __ __ _ __!~O..:
G Tex sheller regl.tr.llon runber · __ _ _ __ _ _ _ _ _ _ _ _ __
H Check here " thl. partnership " . P<t>lIcly traded
partnership IS def"",d In secbon 469(1<)(2) ......., .....0
I Check licoble bo...:
Amended K.l
J AnIIIvslI 01 I aoIta1l1CCOUt11:
(a~lIl1l.leccooot .1 (b)C~onbibuled (c) Partner'. share 0' (eI) Withdr.w.ls end (I) ~taIeccOOOI al end 01
I,""s 3, 4\ end 7,
grnng 01 year year form 065 d1sbibutlons yelr combine colLmns (.)
ScI1O<lJ1eM.2 th""41 (d))
O. 6 528. -3 983. 2 545. O.
(a) D1ltrlbul1vl -.11.... (b)- (c) 1040 m....."... tho
...._In column (b) on:
I ~ Ordinary oncom. (lou) from trlde '" buslness ecbvlbes ...... 1 -3 856.
Net inCOme (loss) from rental re" eslll. .c1J.,be. . . . . . . . . . . 2 SIo ...... 1nJ1nlc1"",. for
, Nel inCome (loss) from other renlllecb.,bes . . .... 3 I- SclltdlIIo K.I (Form IIIiS)
C Portfollo n:ome (loss):
Incoml a Intere.t .......... .... ..... ... Ca ScI1_ B. Pert I. I.... I
(loss) b~ ........... ".. .... ... .. .... Cb ScI1e<Ue B. Pert II. line 5
cRoyeIbes ............... ..... .... ..... ... ...... .. ..... ~c SchecUe E. Pert I. line 4
d Nellhor1.term capltal QUI (loss) .,. ..... ... ,.., .. Cd SclltdlIIoD.I...~_(f)"(g)
I Net Iong.term c:apotaI QUI (loss) . . . . . . . . ... ... Ca SdCIIo D, boo Il_ (I)" (g)
1 Other pcrlIollO n:ome (loss) (aflach schedule) . . .... .. .... CI En.... IpIIhcaIlIo 10 of.,." """"
5 Guerenteecl payments to p.tner ... . . . . . . . . 5 14 926. ~ SIo p_', ",_"",.for
, NtlIlH' (Iou) .. SICI"", IlJl (oaw ihIII duo III W1IIItJ" 1Iltll) .,." , SchoduIo K.I (form IlIi5)
7 Olll_tloul fIllJtilI... ...... .... .. 7 En" .. Diablo Ia of .... rtluln
. Ch.,tabll conlributJons (an.ch _Ie) ... .. . 70. ScI1ecUe A, I.... 15", 16
DecIue- . SaclKln 179 .xpanse clIUbon . . . . , . .... "..... ... .
tloM 10 00<1Jcli0ns relalld to porlIoIio inCOme (_ schedule) . 10 _ SIo PIrlMr', ",.b",t"",. '"
SchoduIo K.I (Form IlIi5)
11 oa. _'OllS fllUdt 11
_I. lZa Interest expanse on Iwe."'enl debts . 12a form 4952. line 1
mon! b(ll_t_..............lI........IIld.t_ bOl j- SIoPlrlMr'._for
1nt_1
m Irwesmant e--I ncluded on line 10 _\Ill 11(2) SchoduIo K.I (f... IlIi5)
Ualow.n:omo houslng critdlt: ...,.... Soo PIrlMr'.In_t_ for
(1) from secbon 42(1)(5) pamorsh'l" lor pr~ placid II ',. .. SchoduIo K.I (Form IlIi5)
sernce be''''" 1990 . . . . .. . . . . .. . .. ......... '. ... am
(2) 0Ilw......... 111( 'I'" IXOl*\J pIaod II _ _ 11190 am
(3) from _bon <l2(j)(5) part,e...Il",. lor pr_ty pleced II - form lI5lll5.1IIlll5
Cndill -. _ 19119 . . . . .... .. . a'll
(4) co.... OIl ....111(3) '" IXOl*\J pIaod II _ "'" 'WI a(4)
b o....lled ,,"_tabon IxpandoUIS r.tatecl to rental "a1 .,
Htall IC\I....., . 1111
c er_ (0,,", .,., critdlto shown on hnes 13a and 131>) ....'c _ SIo ,.... ....""'- '"
"tateclto ,ental rlal_la aclM"" . 11. ~K.t (Fallin
d er....to rllalecl to 0,,", _ actMbH lid
lC Olher critdlto 1C
BAA far ,___'".....t1Ian Act.-.. _Ins_far r_l_
S_It-1 (form I~ t995
PTPIQJIJ ""11M
~
,....
5cl1ewle K.11F0rm 106511995 SAMUel ... DE ITCH 177-42-2287 Paoe 2
(.) DI.lribullvl shira nlm (b) Amounl (c) 1040 fill.. onlor tho
amounlln column (b) on:
SIU. 150 Nele.,M1ng. (10") from .ell.employment. .J~' 11 J)70" . $tlledule SE, SectlOl1 A or B
amplOt b Gro.. farmrng or flS/lIng InCome. . . . . . . . . . . . . . . . . . , . . ..... .... 15b J- S.. Pertner', 1n.11uc11Oll. for
mon c Gross nonfarm income. . . 15c 26 394. Schedule K.I (form 1065).
. . . . . . . . . . . . . . . ...
161 Depreciation 1dj1l.lmenlon proportypllClld m S'M...fter 1986 .....,.. ...... 161 160.
AdJusl- bAdJusted gain or loss ........ ................ 16b See p.,tner's
merit. .. . . . . . . .
and c Deplebon (other than 011 and gas) ........,. ............ ... 16c Instrucllons for
Till d (1) Gross Income from 011, gas, and geothermal properbes dnl I- Scl1eci.lle K.l (Form
Pro,. ... .... 1~ and instructions
....nc. (2) Deductions allocable to OIl, gas, and geolhermal properbes . -!!.~ for Form 6251.
Items I Other a"'uslmonls & la. orererence Ilems (attach schec1uleJ . . 160
17. TJIlO.'........ .... . Form 1116. cl1eck boxes
----------------------- :t
b Namt.r flxOlQll.....1ry or U.$ po....SIOII .. ~ ------------- '! ....
c Total gross lf1Come'rom SOU'ce' outSIde UlOlkllted 5tal.. o. I- Form 1116, POll I
F orafgn (altach'chedule)...... ......... ............. ............. ..... 17c
Till.. d Total appbClble deductions and loss.. (alllJth schec1ule) . . . . . . 17d
. Total lore'gn laxe, (cl1eet< one): . n Paid fJ Accrued .J!. Form 1116. POll II
, Reduction In tax.. .V1Illable for aedlt (aflac:h schedule) . . . ..' 171 Form 1116. Part III
a Other loreKrl tax ,"Iormabon (alllJth ,chedulel .. .... ...,..... 17a Sae iIIstnIC\lOIIs fix form 1116-
110 SectIOll 59('X2l ~llura: . TJIlO. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ),':,; See Partner's
b AmO\6lt .. .. .. ...... ... lab f- Inslructlons ror
5cl1eci.l1eK.I
Other '. ",'.' (Form 1065).
I' Tex.exempt inter..t oncome. ...., .,.. .... ....... ..... .. I' Form 1040. tlfle 8b
20 0Iher tax.exempt onc:oma ....... ........ ... .. ~
21 Nondeducllble expens.. . . . .. .... ...... . . . , . . . . . . . ..... 21 57. f- $eo PerlMr's InshcllOlls fix
22 Otstrlllubons of money (cash and m_labIe ......,b..) . 22 ~Io K.I (form 1065).
....
2J Otslrlbubons 01 property olher than money . . . .... 2J 2 545.
24 Rocapll6e 01 Iow.lIlCOITllI hOUsrng credll
. From secbon Q(j)(5) parIr1arlhlps . . . .,.. .. .. .... ... ...... 24. t- Form 8611.1lne a
24b 0Iher than on Ilne 24a .. ... .... .... ...... 24b
25 SIlJllI~ IlformallOllllllU'" .. be ~ _lief, 10 ucfI par"'" (IItICll_....,..-lalf "'... _,,_~
LINE 23: PROPERTY DISTRI8UTION CONSISTS OF
~---------------------------------------------------------------
PARTNERSHIP INTEREST EXCHANGED FOR STOCK OF
~---------------------------------------------------------------
SuppI..
monlal COPORATION VIA A SEC 351 TRANSFER.
In"'" ~~--------------------------------------------------------------
matlon
~!~Cl~~J~!~J~lE~-l~~tN!~~~!~~~t~______________________________lLt4~~
---------------------------------------------------------------
---------------------------------~-----------------------------
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-------.-------------------------------------------------------
~1JIAU" n,UM
S~ Ko1 (l'Oftft 1065) I.
.,,0'-
~
Form PA.e(l995) DEITCH BROTHERS F-.JT CONTROL SERVICES
,.....,
2~ .784257
Paoe 2
Plrt VIII Plrtn.,. D1rectorv (...Ins~ _ .tllch .ddlUonaI shiel. In thI.I""".1 II_nIlN.I
IAI IBI m, lEI
OwnonhlD % Cadi ID Numbtl N.m. .nd Add.... Box Numbtl
1 See Schedule
2
J
4
5
,
7
.
t
lQ
Codn: RI - RISidInI; Ifl- NonrISidlnl; PI-1'ItI v.. RlIldent; P - P,","""",; C - CllIpOralion; E - EItaIe; T - Tnat
Slgnlture Ind V.If.catlon
l.\'lder penolblS 01 ~. I clecI.. .... I hew _ hi "Un. II'lCUIlng ~ ICI1IOJIft Ind &tIIIments. Ind to III llal 01 my
I<rowtlllge Ind biller II .. ""'. CllIfIClInd ~I..
For lhe P.........,:
"'_If. _ CX\ 1I1nlannatiCX\ 01_ prlPlfW hu
tnylna'''ltfa-.
-
---
-
03/01196
.......
-
-
,...
STOTT' GROUP FINANCIAL SERVICES
157 S. HAM ER ST
~ - -
CARLISLE PA
T__
,--
-1071
'.AlII, '211""
"""
,.....,
.. '
PA Schedule RK.1
Resident Partner's
Share of Income. (Loss) and Credits
1995
Rty.16750 (09.95)
PA CEPARfMENT OF AEVEN..E
Part I - G.n.rllllnfonnatlon
193-36-3921
25 -1784257
FRANK J. DEITCH
433 PONDERDSA RD.
OEITCH 8ROTHERS PEST CONTROL SERVICES
433 PONDEROSA RD.
CARLISLE PA
DEnier II1IS partner's percenlage 01:
Selore de"'....
or Iermnatlon
CARLISLE
A Is lI1iS partner. gener.1 partner?
17013
No
17013
End
01 year
50.0000"
50.0000"
50.0000"
160.
B O.te lI1's partner's nlerest n partnership began: 01/01/95
---
C IIl11ls partner IS not an lndM<t.Jal, wh.1 type entity IS II?
Prol'lshar"'ll............. .
(loss) shar"'ll...........
Ownership 01 capllal .
E Partner's share 01 hablhb.s:
"
"
"
P_'. CapItal Account - BasI.
. Pemsytvani. loIlows accepled accO<.n1lng prInCiple. and pracbces and not federal Ie. aec!lUlllng.
. A reeonah.bOfl 01 eactl partner's capltal aecounllS nol requwed on the PA.65.
. The partnership musl mllnlllln eactl partner's Clpltal account.
Part II - DI.tributlve Sh... of Income and or (Lo....)
pemsytvar.. Income Class Amoo..r1ls Reported Should Se Partner's Shore 01 Income Include lhasa arnou1\s 0fI the hnes
or (loss) - whell1er indIC.ted lor these PA retlmS:
Oele"'"ned ~ PemsytvanI. Persona/Income la. Rules distributed or nol PA4m PA-4' PA.65
PA.2QS
1 Nel prOllls or \:SS) from the oper.tIon 01 . busineSS, S
oleSStOn Of arm -3 L.... 4 3 lb 1.
2 Perns VWIiIa taxlble nterest S L.... 2 3 3
, Pems ..... tax_ dI..- S Line 3 2 4 4
4 Nel gan or (loss) from lI1e sale, uchlllgll or dispoSItion 01
S L.... 5 4 5 5
5 Nel lOCOme 01 Qoss) from rania, royal"... pelenls
and . Is S L.... 6 5 6 6
I Income derIved from eslales and trusts S L.... 7 6 7 7
7 T ..abl. and to S L.... I 7 I 7
Part III - Partn." Share of AIIowabl. Credts AppIlcabl. to this luabl. Y.ar
~Employmen\_"P~credll Is ~ 15 ~ 15b
Part IV - DI.tributlons
I _._ "Un 01 .ta1 "'s,,_
S.. i'lH\lcIlonI.
10 Sale.
01
s
2
01
InterHI
11 o..an_
,.".AOIlDt tJl1I11t
. .
~
;--.
Rf'lol675EX (09">
PA, DEPARTMENT OF ~VEM.E:
PA Schedule RK.,
Resident Partner's
Share of Income Loss and Credits
1995
P.rt' - Gene'a1'nfonn.t1on
177-42-2287
25-1784257
SAMUEL E. DEITCH
175 LIMEKILN RD.
DEITCH BROTHERS PEST CONTROL SERVICES
433 PONDEROSA RD.
CARLISLE PA
o Ent.r th.. partner., percentage of:
B.for. d.er....
or l"""nebon
17013
CARLISLE
A I. th,. partner a general partner7
17013
No
B O.t. thI, partner.. Int...., In partnersllip began:
01/01/95
MonhOerlV...
End
of year
50.0000"
50.0000"
50.0000"
160.
C II th., partner .. not an .ndl\nQJeI, ""altype enbty .s .l?
Proh. sIlarong . . . .
(l.oss) sIlor'"!l
Ownersll", 01 clIpllaJ
E Portner', shor. 0' hebthb.s:
"
"
"
Partnv', Caplbil Account - BHl,
· Pemsytverva folIOWlllCCep..d lCCounllnQ principles and pracbces and nol 'ederel tax llCCOIIlllnQ.
· A reconCJloabon 01 .ach portner.s c:ep.tal ICCll\nllS nol reqwed on the PA.55.
· Th. portnersh", musl mllnl.., .ach partner.s ClIplI., acC1l\n1.
P.rt II - Distributive Sh.... of Income .nd or (los..s)
Pemsytverva Income Class AmolIlts Report.d Should B. Portner., Share 01 Incom. lncIude these IW11OU1ts on tha lines
or (I....) - whether Indicated for these PA r.hIns:
Oetermned lklder Pemsytvano. P"soneIlncom. Tax Rules dlSlrllluted or not
PA-4m PA-4. PA.55 PA.2O$
Net prof.ts or tSS) from th. _Ilien 01 a lluslness, S
oression or .". line .. 3 Ib la
2 Perns I .ax_ Inter... S lone 2 3 3
3 Penns verva taxlble di1ndends S line 3 2 .. ..
.. Nel go;" or (loss) from the _, .xchange or dI_bon 0' S
lone 5 .. 5 5
5 Net >neom. or (loss) from rents, royalties, patents
and ts S lone 6 5 6 6
, Incom. denYld from ostalls and Irust$ S line 7 6 7 7
7 Taxabl. and 10 S l... 8 7 8 7
P.rt III - Partne... Sh_ of AIIow.b1e C...clts Applicable to this TUable Velll'
s
1511
IlnCenbw
P.rt IV - Disblbution.
Is cr.dI.
, Nontaxabl. r.Lm 0' bil dlstrlbultons
s..~
s
s
s
10 Sale IX
or
01
lnloIest
2
11 Guor-.a
14
''''_ll~""
OEITCH BROTHERS PEST CONTR SERVICES 25-1784257 """
. ..
. Form PA-65, Page 2. Part IX
Partner DIrectory
A B C D E
Ownership Code 10 Name and Box
'" Number Address Number
50.0000 .!L 193-36-3921 FRANK J. DEITCH
433 PONDER05A RD,
CARLISLE PA 17013
50.0000 .!L 177-42-2287 SAMUEL E. DEITCH
175 LIMEKILN RD,
CARLISLE PA 17013
r",m 1120-A
U,S. Cc-"oration Short-Fonn Income Tax"""'tum
OMI No. 154'.0190
o.p.rtmenl of.,. r,..""
In'-m.l Rhenue SM'vC'
1995
Sse "pIIII.In.tructJon.to mlk.......1he CorporlUon qUlllfiH 10 fII. Fonn ll2O-A.
For ",lend... 1995.. w Ift",n Mar 1 199~ enell Dee 31 19 95
U.. -
IRS
Ilbol.
Other-
wise,
pl....
jlrlnlor
typo. CARLISLE
E Check appl,clbl. box..: (1) X
F Oleck method .1 ......nll X Accrual
1. a.o..IK..Il...... . o. b Ln' '"""'.. ....wc.. C 1WInc,. ... 1 c
2 Cosl of goods sold .. 2
3 GrossprOhl 5lblrecl hne 2 horn line Ic. ......... ............ I
I 4 Com..bc cOfllO'abon dlVldends subl.clto Ih. 70% doducbon . 4
N
C 5Inlero.t.... ................. ........................... 5
o & Grossrents.... ................................ ......... &
· 7 Grossroyllb...................................... ............................ 7
E
8 C.pllll ga'" nel ncom. (llIKh 5che<U. 0 (Form 1120)) ... ....................... ......... 8
9 Net g.., '" Qoss) horn Form 4797. Part II, 'Int 20 (allKh Form 4797) ................... 9
10 OIherncome.. ......... ......... ......... 10
11 ToIIIlncom.. Add I.... 3 Ihr 10 .. .. .. .. .. . 11
12 Compensabon 01 offICer. . .................... 12
13 511w,es end wage. (le.s employment credlts) . . . . . .. . . . . . . . . . 13
14 Rap," end ml",tenance . . . . . . . .. .. . . .. . .. .. .. 14
15 Bad debts .. .. .. .. .. . .. . . .. .. .. .. . 15
OnR~... .......... ........n
E
D 17 T....endllC...... ....................... ............ 17
U 18 Inler.................................... ......... ..... ... 1.
C 19 ChWl_ ccnlribulions (se. Ir1Slrucbons '''' 10% 1,,",lallon). 19
T 20 Depreciation (llIecIl Form 4S62) .. .. .. .. .. . .. . .. . .. 20 ,. '>
o 21 L... depreciation cllimed .1_. on ..un . 21
N 22 OIher dec1Jc1lons (llIecIl scI1eO.lte) ... ..MO r ilza t 'on
S 23 ToIII ~ Add lines 12lhroug. 22 ..
24 T wIllt __ bofols not operstlllG Iou dtduc1101l .., IJlOClII dtduc1101l1 Sobhcll... 21 hom 110I11 .
25 LH': I Nel _"lIng loss dec1JcIJon .. 25
It 5 .del dec1Jcbons . 25
2& TlllIbI.lncom.. 5lblrect I"" 25c horn I"" 24 .
T 'ZJ ToIIIlu (fl'orn Pili' 2. Part I, line 7) . .
~ 28 Paymanls:
a 1991--'........ III 1995
It 1995 ..1....11I w _I' .
c lISt 1995 lIIund ...,.lId.. III F_ 44&6
. T.. depOSlled ...Ih Form 7004 .
P 'Crodlt "om regulated ......-.....1 comp.... (llIecIl F"'m 2439)
~ II CrlOot"" lederlllu on lUlls (alIIc:h Form 4136)
. h ToIII PIJlIIonts. Add hnes 28d Ihr.,q. 28g . . .
E 2t Esbmlted Iu ~. CllIcI< ., Form 2220 II Ittecned .
; III Tb-' 1128h IS small.. II., '" 1011I 01 line. 27 end 29, ont.. Im<UlI....d
S 11 ~ IlIono 28h IS IIrgor lien II. 1011I 0I1ono. 27 end 29, _ IWnClU1I o....plOd
32 [nlor_0I1IOI31 _~"''''_I. - 11-.-
..,..,,..... II,...,... I __ tiel I ........... .. ..... ..... ~_ ~ rll'lt........ ................ ...." hi ...... "".......... w......
It. tow. teMCl .........._ DeNrt"" If"........ .... '*' ........- II MMf... ..............................,..........
A Checl< IhlS box
If th. c"'p",atlon
IS a personal
serVIce corporation
(as d"lntd In
Temporary R.gs
s.c 1.441.4T .... ~
B lIooIor..1O "_
PENN PEST OF CARLISLE INC,
........ Shet, 1M Room Of' Sutttft.lmbet (II. P.O. bol. '" inltrudIoM.)
25-17S9077
Co...............
433 PONDERDSA RD.
OIyorTowrrn
s....
11PCooIe
D
17013
S
12 312.
O.
O.
0,
446.
390.
836,
-836.
-836.
A
N
o
..~
.. 28c
t~-
;~-<~
28
28.
28'
28
~
PI....
Sign
He...
~
-..-..
I
-
~
,..
Paid --
Pnporw'. - ~ 03/08/96
Us. Only '_',_", ST T' GROUP FINANCIAL SERVICES
,- .--------------------------------
:::,.. In..5-" _HJ.tlQ\(.E!l_S}~ __ __ _ _ __ __ __ __ _ _ _ __ u.-
........... CARLISLE PA llI'<.. -
BM orP_'Il.."" aducIlonActNotlco._lnstNCtiOM. 0'<"''' """"
-
180-48-113
23-2440465
17013
f cwm 1120-.\ (199Sj
UO
Form.112Q.A(I995) PENN PEST OF C~ISLE, INC.
IPIt1I:J Tax Comput.tion
1 I".... Iar. II lht COlpor"lOllll . qUlhflod p'''OIIlI..,.,~. ,orpor.h... ehKk II",
2 aGtn".1 bvllntS,,"dll. Oletk If hom: 0 rOlm JQ) B form 1468 B rorm S8U
B 5 B ~ B $ B ~.~forml826..f~m~s, 2a
bCreal lor pflor y.ar mo..mm tax (attach Form 8827) . .,." ". ."..,. 2b
3 Total cndIl.. Add hnes2a and 2b ,. '"'' ,.." '" ". ,.,,, '''''''' .,.". ,.",.
4 Subtracthna3homhnal """'" """"""'"'''''' "'''''' ,,,,,.,,,,,
5 Recepl1.r.taxes.Ch.ctuffrom: ,0 Form4255 0 Form8611 ,.."...".,.""."",."
& Alternative mlnlmum tax (attach Form 4626) , ." .,..". '" ",,,. ".. '''"."""., .,.
7 Tollllax. Add lines 4 tIv 6. Enler here and on hne 27, . I ...., "". ,,'
aft Other In'olmlllon
1 ReIer 10 the ,"strucbons and stat. tha pflnclp.l:
aB.'IllISSlelMIJ"""no. . J2~0______________
bB..mn. .elMIJ . _ gTJB~tN~n.O.!l_ _ _ _ _ _ _ _ __
cProduetOt_> !!~T_ J;Q.N}~QI". _ __ _ __ _____
2 1M any lndIVldual, pa-lnarship, .stat., or trusl althl end
01 the tax year own, dlrec1ly or lI1dlrec1ly, SO% or m<<1 01
Ihe corporabon's voting Sloctc? (Fll( rules
of annbution, se. s.cbon 261(c).} . . . . . ..00 Yes 0 No
K 'YII; al1lch. _Ie ~..... & IdentllyulQ lllIllIIler.
3 Enter the amO\llt of tax...empt nterlst received Of accrued
culOQ tha tax year . . ols 0 ,
4 Enl" _ of wl1 dtltrlbuban. tnd lht book .al1lt of......., (_ tIlan
WII) dlS\llbutlOllllNd... uus tu... " 0 SO.
Pert B..nce Sheets
1 Cash. ,,,.,,,.
Za Trade notes and llCCOU1ts '.Cllvabl.
b l.u allowance lor bad debts ...
S lrnIentories,. ..,.,."...,."."".,...
~ 4 U. S. govemnent obhgations .."......
5 5 Ta....empt """'otitS (see I'ISWebons) .
~ ' 0Ihet anent HIllS (attach 1d1e<Ut) ..
5 7 lo.... 10 slodcholclers '.,.,.,.
. Mortgage and raal astate ~ .....
ta Depreciable, depl._, and intr.gdlle IUIts .
b leu eeamuletad depte_, deplebon, and amortizat>on
10 land(ntlolany~lion)". " ......", ,.,.,
11 0Ihet assels (attach 1d1e<Ut) . . . .
12 Total_Is..
11 ACCC<nIS payable .
\ 14 Other anent _lJu (a_ scha<lJIe)
A 15 loans Item stocllholdars .
e
I 1& Mor~s. notes, boncls payable .
L
t 17 0Ihet _bes (attach schaclJta) .
~ 11 C"",ta1 atodl (pra""'ad and conwnon Stodl)
. 11 POIdin or eapotal tuplus .
: 20 Re_ _nongs .
D I 21 le.. cost of treasury IIloc:k Y"~'
U TOlalh_.and ,__,' :;Yi,> 12 312,
Recolldll.lIon 01 "'~ (LOIS) per Boob With Inc_ per Retum (You are noI requrN to ~ Part
IV tf ... foUl .....,. on"" /2, _ (b) Part HI are Itss I/IIIn $25. oct )
, NoI rcome (loSS) par - . a 36 , ........ -*'I OIl ..... .. ... lIOIlltludtd OIl
2 f - ~ rcome tax 11I1 """" (>l..w)
S hc.., 01 CllPttal........ 0,"", tapilal QIlnS 7 ~..... ......-,,;; ~..;;.; -
4 ~ MrtcIIo ..OIl -*'I...... ... ... ... .... ,.. {_I
(-I -----------
t '-III --.;,;.;,.;.;.-,,;;~-- . ~(i.;it. ,.i)-[;';D;;';,d_ i-
""",- - 5 Itn1IlI....of'-I tndI
,.....,
25-1759077
Page 2
1
Sa II "" amOl.nt IS entered on line 2, pega I, see the _ksheet
n Iha ,"sWellons lor IImOUlls to enter below:
(1)Purchases.
(2)Addlllonal Slttion 263A cosls
(attach lcha<1Jle) ........... .
(3)01lw colli (Inaclucll) ..................
b Do Ihe rule. 01 seetion 263A (for property proQJced
or acquired for ..sale) apply to the corporation? .....0 Vas 0 No
& AI.., t.... dUIIlllI1lll 1995 caltnd. .... did IIlI tlllporlbon 11M .. I11....t 11
Ol a IlQIl.luraOl 0"", .."",017'" a fill"'''' ......,t II a ""1lQIl tlllIlItr, (_
IS . bJok ICCO\lftt .....~... 1CCO\lft~ Ol olhllr 1......., _1)1
n....lhtClllpolIbon...,lIMlDloltfllllllTOFlIJ.ZZI.....O Vas 0 No
U .Yes,' enter name of fore COl.rl ...
a 8 mil oflat"ii:'
EJldoflat
800,
;$;.A;
11 512,
-1~
12 312.
t;}~
317,
S~E
,....."-.
,::"'1'io>
4 538,
1 000,
7 293.
-836.
-836,
rx~11 lt~
o.pllftrNnl of "- tfU"'"
I"~~!IMC. (99)
Name(,) $holm on At-Un
1""'\ ,-,
.Jepreciation and Amortization
(Inducing Inlonn.tion on U.ted Properly)
. Altach IhI. form 10 your ,.'urn.
OMB No 1 $45.0172
, Form 4562
1995
67
PENN PEST OF CARLISLE INC. Form 1120 LIne 20
a Election to Expen.e Cert Ille Properly (Sec on 179)
.: If have en 'L,sled Pr (. ' c lele ParI V be/bte c lele ParI I
1 M.,iml.m don... IimUation. II an .nllflll'lSI zone business, ... on'!ructions.. ..............,. . . . . . . . . . , . . . . 1
2 T olll co.t 01 section 179 Pfoparty pl.ced in 'OMC. dl.rong th. tax)'llar ....... .. .. .. . .. . .. .. .. .. . .. .. . 2
S Threshold co.t 01 section 179 PfOPer1y belor. r.c1lc:I,on on IlmU.lion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
4 R.ducbon In limitation, SlAllract lone 3 from lone 2. II z.ro or I.... .nler .0. .........,........................ 4
5 0011... Iimllalion for tax )'liar, SlAllract line 4 from line I. II z.ro or I..., .nler .0., II mamed liIong
.. ....1., .e.lnS!rucbonS................................ ........ ......................... ....... ........ 5
. Oeser' lion 01 Co., c EI.cled co"
.......-
25-1759077
Sl7 500
S200, 000
,
7 LISI.d Pfoperly. Enler amco.nt from lone 27 ......................... ......... ..... 7
a Tolll elected colt of section 179 PfOPer1y. Add amco.nts on colu'nn (c). lones 6 and 7 ..
9 T antab... deQJcllon. Enter th. smaner ollone 5 ... line 8 ................ .................
10 Carryo_ 01 disal_ deduction from 1994 ........... .................
11 TaxabI. Incom. .....tallon. Enter th. smalter 01 taxabl. Incom. (noli... I1an zero) ...Iine 5.
12 S.cben 179 .xpens. dedJction. Add lone. 9 and 10, but do not entar mar. than \ine 11 ...
13 C 01 dlsallowed dedlJction to 1996. Adell.,.. 9 and 10. I.SS lone 12 . . . ~ IS
NoI.: Do nol use""" II 01 Perl 11/ below fat hsled plopetty (.."omobrle.. cerlan olher vehICleS, cellular lelephones, cerlan c""""lers, or
plopetty used /bt enlerfarvnenl, reereallOtl. 01 amusement) Inslead. use Pat, V /bt hsled plopetfy
I'M R/J MACRS Depredation for Assets P1.ced In Service Only During Your 1995 To Ve.r
(Do NoIlndude L1.ted PI'DIl"'1Y)
8
9
.......... 10
11
12
Section A - GonoroI A.MI Account Election
14
(I) (Ill-
- -..-
15.3. .
b 5. ar
c 7. ar
d 10. ..
.15. .
120. .
. Residenbal ront..
",operty . .. . .
h "lo....siden\lll real . .
ploporty
,
.
~
27.5 rs
27.5 rs
39 rs
S
12 rs
40 rs 1'1I'I
SIL
S/l
S/l
SIL
SIL
S/l
SIl
, . on NoIIncIude UsIM
17 GOS and ADS dec1lc:bonS fer ....ts placed on _.... on lax )'lien beg.. ~.g bolor. 1995 .
II Property ~ 10 _ben 168(1)(1) e_
II /\CAS _ 0"" ....ben
-.
20 lIsletl ",operty. Ent.. """"'" from 1.-. 2fi
21 Total. AdeI ~ on \ine 12, \inea 15 _ 16 ll'l caUm (Ill, _ \inea 17 "''''9' 20. Ern......
W>C1 on lie liPP'DllI'- Ione$ 01 'fOAl r.Un P.~ and'! corporal>ON - ... or\SlNCbona
22 f (It ISsets shown 1bO~ Ind pfacld ., serv.c. dl.Ing t\e C\lrtnt ye.. enter
thl t.on Of .... blSII Itlrlbutlbte to secttOt'l 26.lA costs U
BAA rar '.... ..M1I "......_ Ad_ce. _ ""'lrvcIl-.
17
11
1.
20
21
Form 4M2 (1995)
rOlZtllll 1111Q1M
....
...'
.'
L_____
Hel''''II'".
PA [)[rARfM[HT 01 R[V(N..f:
...tAU or COltf'OfllAJ"* 'AlII
_~~'r'\121 012>
Stap A 1 To. period beglnnl"9
T..y.., .
StapS
L.bol
Alllx
Lab4tl
Ha,.
-
-
;r
e-
H
"
I
tap .
Ovorptyftl""
Sltn ..... X
Stap H .
S.,..,."" "'"
=. ..... X
,..... ,......
PA Corporate Tax Report 1995
RCT.1D1
D.p.rlm.", Use Only
0... R.n....
MM DO YY EndI"9 MM DO YY
311 95 12131/95
2 lJq pool 0" PA Clltpol,I.llIlobtllromlhtc_ ollht 11I1.,llUCIIO. Book (REY.1lOO.. PA.2!lS.Q.
3 OtherWlH, pr",' or typ..
4 Ch.clIlI "long p.llod chonge
5 Olock .,1111I r I " 1111I b III KillIOn<< IIld on! r UII' I .am, and Iddru.label
c..,.......... Ace.. to
. PENN PEST OF CARLISLE INC.
........"".....
DLN
.
DR6
sO
DR7
AD
433 PONDEROSA RD,
7610-524
E.""lllElH)
25-1759077
TIllDLH
c.tr-,...
s.... lJP CoN
CARLI SLE
PA 1701
~1aI SIocll
~=MT..
L_Tu
.
.
251.
251.
Enter
Whale
DoIIws
Only
.
~Hot .
IncOmoTu. O.
TDlaI . 251.
12 "COlum C IDlaIII gr.ller th.. lero, compIlt. Slop E.
11 " COlum C loIIllI Ie" .".. lero, 11'I OYllfplymenl '.,sls. Skip to Slop F.
14 " COlum C IDlaIllllto no 'IS clJe. Sk '0 51 G.
,. Apply COlum C lotll kom 5. 0 tl.. The l)IITIen.1ITlOU1t 'or lacIlII' must be litO or
Use
.Iter .
0,
251.
P
Poym""
Copilot Stock
~=MTIll
LoonsT...... .
COIpOrIt. Hot
Incciml T......
251. .
0, . Enlor
. Whol.
O. Dolors
Only
,....,...... MIl .... tilt ~ C ,..., hi St., D. TDlaI
awo_.,lIoI_.,,.,..,., 'Pa 0.,1 01 1_' Poymonl
".,.-........ dlllololli 1...1_1011Io1 11M... ..w,ullo
" Check only _ boa to llleel I '"lII>d or bll'lSler m.thod.
A B ---un, ...". _~.)Ie ......1 w p."od unclelpaod -..... '_"'II por1loft Ie IIIoIlltl w period.
I ~un, .... S oIlht ......1 tar perIOd ...llII'.....)1Il1ht IIIll\ tar perIOd .. Pll"'ll1IlJ
_tar perIOd _paod _ ...ltfuod .. ....m"'ll por1loft oIlht......' tar perIOd _."
C Rolll>d th. oyer . from th. CU'fent tax iod _ P CU'fent tax tax...
.----.....-.........---......--... ,..._-"
-.... II 1M.... ~~ ~ eN ....... ....."""'... ~................. It .................... tile.......
.....~.... 1W........'.......~fl r J~b.
-..-..- ,... .... ,--
17
,. a..... ...... ~ ftOtn......... ....... ............
,.................... .. AIM-....
251.1'
E_II rlllld. h...
.
-
11 TOn Ir GROUP FINANCIAL SERVICES
........ .. , ..... I.. ......
...
1_-
717 243-1077
~.bt....
23.2U0465
lJ 7 S, t1ANOVER ST,
eo"
~ARl 15LJ,
.... ZII- e...
PA
"~lOiOI Olfl..,.
~ ,.,..
. Form RCT.l0l (\995) PA Corpor.t. TIX Report 1995 Page 2
M M 0 0 Y Y
Corpor.Uon PENN PEST OF CARLISLE, INe. Account 10 7610-524 TIX Period Endl"ll I 12/31/95 I
~~~.~,,:C~~~StRk,IF~~gftfr~nchl.. T.i " ..../ . T ....1. Porlod T ....10 P.rIod T 11' aye' UII Dep._t
B.,loolo, Endlo, (WhoI. Doll". Ooly) UtlOoly
HistorY 01 E.mlnos MMDDYY MMDDYY Book Incom.
Oldest Panod - S lart Her. . . .............. ..................... .
Add,lo.oal 1>1''''''' .11 -IPICIS (Bill'.... " not 'llI.ired) ......................
~ Current tax year book ,""om. Qoss) ....... .W 03/01/95 12/31/95 -836. .
~ TotJI__(....oI incomIfor,UwI>I'ood,..II".. up 10, Ilulnol_. 5,...10"1) ...... ... ....... 2 -836.
~ 00Vl1Ol (m ,....ld pili ,..lImod 10 t1w. dee... pl-l Sol m.lrucI.... .......................... 3 0.838
4 !>Ivide lone2by lone! ....................... ....................................... ...... 4 -998. .
I-'-
~ Av..ge Nellncoml - Enter lno 4 or ,llno 4 is lass than zero enter '0' ................... 5 O.
~ !>Ivide lone5by ,095..... ................................................................ 6 O.
7 Sum 01 Cllpltal stock, paKI.n Capltal and rataned aornongs less treuury stock
- at the end 01 the current panod ............................................ .. ........ 7 7 457. .
B ~r.;:.o~,:,,:.t~~~=odat1Cl ratavled.elWlW>QS .Ies.s ~a~ .~tod< .
- .. .... .... I .
9 Illne 7 IS Iwlc. .s ga.t or hllll as much as hne 8, add Inos 7 and 8 and
- dlvideby2.OtherwIJeenterlne7............... .. ....... .... .... ... ...... , 3 729.
..!!.. Nel Worth - Enter lno 9 or II line 9 IS less than zero anter '0' ..... ....... ... .. ........ 10 3 729. .
.!L t.\Jlbply lno 10 by 0.75 ........................................ ......... .. ... ........ 11 2 797.
lL Add Itne 6 and 11 . . . . . . . . . . . ...... .... ...... ... ...... ...... ..... ..... 12 2 797.
1!. !>IYlde lone 12 by 2....... .............. .. .. ..... ....... ..... ..' ... .. ........... 13 1 399.
.1i. $Ioo.ooo.......bon dlclJcbon ............. .... ..... ....... ....... . 14 (S! 00 000)
15 C.,aol SlId v.... -LIlIIII... ....141lut not IoSI \IlIII 11.
- 11100% taxllbl., enter hne IS OI1lno 17 . .. .. ..... .... .... .... ,. 15 O. S
J.!.. "-""" 01_.._ or .....1.......1 ~1OIl (from SdIoduIl A-I. .... 5 .....) ........,. ""H' 16
lL Taubll VIIue - WhpIy line 15 by lno 16. II lass .... zero, enter '0'. ........ ..... .... 17 O.
18 Capital SlocIlJFonItn r~~~.. TIX - t.UlJpfy hne 17 by ,01275, and enter "IS
1m0000tC;"1I1IIIUTltax lS ........... . ....... ..' ..' ........ - II 251. .
Schedule A.1: Appot1lonment Schedule for C.plbl Stoc:klF orwlgn F renchl.e T u
f:"......~~=,:-' r~ .........(.tJ.:.~ ~...Tf~~~::cc.,=:=J:::=r'.....IUll I n.....(nfM'..........
ThrM rlelor - From '""'t sheet (RCT-I06) PIIQIl2.. Mruf E. bonSclle<1ft (RCT.I05)
1. Property Ilelor - Pennsytvw>o. 1. .
b Property IIClor - To'" . II . 1 e
2. Payroll factor - Perns~. . . ZI .
b P.yroltt8Clor-Total.... . 2e
3. SlIIlSlaclor - Pennsytvan. . I. .
b Salas laclor - Total. ..' ... . ...... . II . Ie
5 . r_ - From nurt _. I (RCT.106) P8gIII .. ~lnQ E._~ S_ (RCT.102)
4. SlnQle laclor - tunerator . . .. . .. .' . [!!I _ .
b SlnQle lactor - Oenomnator ....... .. [::!I .
5 """"'ant - Also anter on hne 16 n Section A _
Oft . 0
1 T.._lrI4ollt.A1.... (~Ie S_ 9.1 on PIIQIl 4 01... ACT .101.) . 1 .
2 t.\JlhpIy... I by .004 . 2
3 TrO....If'1 commoUlOn (see nUuclJon llook.l . I
4 l...... TIX - line 2 . line 3 - 4 .
1'Ilt1Il.. ,,,,""
2.17
.,..~,..."',,.,....'_';'" C":,_
'orm RCT,101
PA Corporato Tox Roport 1995
~
Corpo"u..
PENN PEST OF CARL ISLE , INe.
Accou.lID 7610-524
Section C:Corpo,... Net Incomda
Income or Iou from federal flturn on. MP.,.t. con"IPlny baSIS
(AUoch copy 01 'ocI....'''"" 1120 or 11201,01010 bock 01 the ReT.1DI)
Z DocIucllonll
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off_I SchtduIoC- 080'...... .. . .
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Form ReT-l0l
PA Corponto To. Roport 1995
PIlll04
M MOD Y Y
CorpoIoUon PENN PEST OF CARLISLE, INC, AeeounllO 7610-524
Tax Poriod Ending I
12/31/95
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. > ctlon D: Glnt,. l"'omiaIIon QIIt.t1onnlll,.
, ;_:d';::-;....
, lou'" of corporltion', NC<<ft.
433 PONDEROSA RD. CARLISLE PA 17013
J ...... 01 KCaUf'l..... if..,. '*' lor........
4 LDaMnolpnncp....
433 PONDEROSA RD. CARLISLE, PA 17013
5 Hn...... ....._.w._A c:hentM...... nco- IS ~,.,.w...,., pnar,.nod lor which,.,m 01 cNnpN'It not bMn fIlM In PtMI~InlI' c.w. J"'t.)
NO
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7 oe. caoporI'" of........ ~.... __.... ......,.. .. UadL
Noml
Fill In PA
Accaunt II)
Entlty II) (Ell)
a Oato or incOfPOI'lbon 03/01 1995 , lnc:orpoIa\ed II1dor \owS olslot. Of PENNSYLVANIA
10 PemsytvenoueJes lox 1lCerlS8 n.rnber 21 - 5 54 - 709
11 Bneldacr~..IO'carporllllCbvityinl'ollnsylv..iI; PEST CONTROL/EXTERI'IINATION
0uIs"" """",....., N 1 A
lIst 0",", sloles In """'" texpeyer hIS IlCIMIy:
NONE
If nco<poI'l\ed ~ Pemsytvenol, _s the corporlbon sohat soles In Pemsytv..17 PI.... c:heck
II yes, _s the corporlbon use:
PIllS. ched< 0 EmpIoyI
12 SchtOJlI of ....
IJ YII
ONo
o Ail IxckJsMI sales rflll.sentefMt
used In Pems I And
o AiI.odep.",let~ sales representlb..7
Ownecll
Rented
s..... Addttss
CIty
County
1 (for."1" corpor.bons orIy) Old ycu corpor.bon h... . ....... or 0",", bleal olllcor..SIdtnl In
Pemsyt...... and payrog nt...sl on lnlleblec1'1ess 01 the corpor.bon7 If ...... IS no, romanno
"",'bons on thIS sc:hIcUI do not he.. to be......ed .... ....... . .. . . .. .. .. . . .
2 Old y"" corpor.tIon he.. _t_s outsIanclnO to nclIwlJII .._ 01 Pemsytvenol and/or to
par_SIllpS reSldtnl In PemsyMnle7 .... .... . . . . . . .. .. ............. .. ....
IDYll ONo
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nclIwlJII tax_ In lis....,. '9" or by In .._ or _ator olin _ _an III .-C
......._ or Pemsyt.....!
.IN ~ 10 I....",.. J... 'YII' conIlnua.......
IDYll 00 No
4 Amo<.nt 01 inlOflSt actually pIId on
th. ndeb~.. n 0As1Icin 2 or 3
clurlnQ lie tax ye. 'oportt<t
S R.te 01 inlOf..t ~ to the
~ss In o.Jesbon 2 or 3.
, NomnaI..... 01...._ ._...
r- 5....,') EnIorIoUl of thIa coUM
In Sec1Ion Ion .... Z.
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PENN PEST
of c.r1lsle, Inc.
The T.",,;I. Co r.., C:OIII",1 S,""'o1fhl '.lial" (717) 24\1.()lll7
I lur 1l(II,'I~IIC' "ar" 1/<IlI' ~
TO; AIJ. sm'I'WMUNT OIHlliltS ANI) TOltS
-
FROM: I'l!NN 1'l!...T 01' l,^k1.ISJJ;, IN<:.
\'ATR\l:K MOkAN
RH: MARCIl SI'l~CIA1.
I bow a lut .,r 1WaII.n IIV rami Ii... wilb htsi...... _I I jlllll
.....Ied I.. k:C nllW ..enla .....,.. Ibll wilh . ''''''''''' ""':1' I.. lhe
ne.. I.."""... .yltu"" Iaa.t I 1m ...... I.'.... .,..,.1"... r... MY
......00 110.1 10.. the new h.....,.... .yllum .1... ,In pJa.-.:. I ......k1
aIIo like I.. Iak.. Ihi. uppurtun;ly I.. Ib.... I \he ..""I a Ihlll .
...........lIy UIC u. r<< \heir in.......1iuns. I am '. . St.I~rl,clI,"
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_~~IlIIiI1..Jt\o "Y our lIcrYK:. b7 .tIre . 10 in..'" Ihrir
a..- r... 125.00.' Thi. ..rr..... will IVn IhIV end ur M........
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wilh .I\.r lCrVicCl. If 7'''' h.." ""7 """,i..n . (''''-....: "'11I'\ "''lillll:
I.. call our ..nkc. 111.-1L )'tlII.
Sincerely,
I\:nn \\:11 ..r c.Iiahr, \mo,
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PENN PEST, INC,
LEBANON BRANCH
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CHECK DATE:
AMOUNT:
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ACCOUNT:
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04/25/96 CHECK NUMBER:
.......$972.00
PENN PEST OF CARLISLE
t'c)(~..( ,1
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AMOUNT:
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ENN PEST,INC.
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AMOUNT :
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FOR:
ACCOUNT :
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04/26/96 CHECK NUMBER:
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PENN PEST OF CARLISLE
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AMOUNT :
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· II you er. .lngll and h... mOfllhan ani I"" .nd your .Qmb;nld ..Iring. Irom .n lobs ....ad $32,000 OR II
you It I ntmled end hlv' . worklnglpoulI or mOl. then on. lob. and thl combined lamlngs Irom at JobIucI.d
$55,000. .lIlhI Two.Eern.rlTwo.JOb WOfk.h..1 on p.g. 2 !I)'OU want '0 _haVing 100 1"1.... Wflhhlld,
. "11I11I11' 01 Ill. I VI snuatlont 11..1 "'" and II1tl<lI11 """ball..... lilt Q on 1In. 5 or Form W,. b'loW,
Form W-4 (1997)
esl""ftled IAIl plyrn."I' U'M'MjJ fo"" 1040 ES
OlhttrWlse. you rnlV nod thlt you OWl
Icldlho.."lla.. allhe Inti ollhe yl",
Two elmerfITwo Job.. ~r you have . working
lpoult Of' mote Ihln one tab. ftgUfl Ih, 101.1
numbl!f of aRo\lrlnces you 11" ",lilted 10 clllm
nn III Ioht usinQ wOfkshtel1 "om only one
W'4. thlt 101.1 Ihoukt be dMded IfT'lOn9.11
lob. Your \lrllhhoSding wil usually b, motl
ICcur,," when .n .no_lnCl. III clalmld on'
,h. W.. filed 'or Ih. hIgh,,1 Plying job .nd
Zeta .nowanetl ar. c.1med 'ot n.. olh"l.
Ch.ck Vour Wfthholdlng, Aft.. r<u W.'
till" In.ct. UlI Pub. . ", I, My WUhhokflnQ
Corlect 'ot 19971. 10..1 how the dol.,
amount you Jr' hiving w"hhlld camplr.. to
Y:JUf .,Iimltld lolal annullla.. 01' Pub. g 19
,splclally if you utld thl Two.Elmllnwo.Job
Work,hltl And r<u liming. ....ed $\50,000
(5'"qI') or Uoo,OOO (MIr,Itd). To ordor Pub.
919. till 1-800.829.3878, Check your
1"ephone cnreclOfy for the IAS ,..I,tanc,
numb... 101 further help.
Ilert Thl. Form, fDf'm W-4l1l'Ot tanskllr.d
nlloj unll" you lIon it
Wlnl Mor. Moner In Your PAycheck?
If you ...pect 10 bt abll to t"lII. Ih, !Ilfned
Income Cftdlt lor 1991 Ind . child Ii..ltt with
you. you tn.V b, Iblt 10 have plrt "llhe c'fdll
added to yOUf tlllll.hom, pIV. FOf dltlails. Oil
form W.5 I.om your employet'.
Purpo... Complet, form W.4 10 Ihlll yOUf
emplo)1r Clr\ wI1hhotd \hi correct Imounl 01
fedl'lllneomt I.. "om your ply form W.4
l'T\Iy be Compllted ttectron6cally. If your
employ., hit an tftctronfc l)'It-"'. SIC""
your t.. IflUllion mly changl. you m.y wanl
to refigur. your wflhhofding ."ch 'fUI
!..mpllon Ftom Wllhhokllng. Rud 1104 1 of
Ih. certlflell' ~ow to ... If yOU Ut'I elfllim
...mpt Italu, " ,.tempi. only compl.t. tin"
" 2, 3. 4, " .ftd 'IgII th, fom' 10 ",'Id,r. ".
No hder'llncomt ,.. wt. bl wllhtleld f,om
VOU' p.y. Your I..mption Illptfll FlbrUI'y '7.
1998.
A ...L..
II
For .c""'.ey.
.ompIlI. 1ft
_.hul.
Ih.1 .pply.
....... Cut h'~' Ind I'''' 'hi .."tncltl '0 rour ,mplower, Kltp the tOf' portion 'or rour rleo,d..
..... .....~... .....,.....
..... W-4
.,....."........tt>e,'....".
Int..NI"'~ s...-.. .. For PrlYle, Act and Plp.MO." A.duetlon Act NoUee, "' re."r,..
'fyt)l Cf pmt ~ .. '*'" Ind middle WIltI lilt """' 'rourlOdal lecurtly ""'**
I~. ~ L ." :r :, '.1.','
I'---'~ ,-1".1l~ ~
Homt .~Jt'" ~ f"d ItI... or '''''11 loutel , O~.. i1......., 0 ....tfled. tM WIthhold 1M Nghtr ""vIe 'It,
1I3J ':." .l~....}c... l-ill I. .1 ....:..~~.........apot,IM,.,...I'""...."cNd....,.eo.
Oty or 100ltR. .'.... end I. COd. . . fOUl .... ~ ..... "om NI Oft ,out ,~-' tICU"ty eM. chic"
Cr.rl,,(~~, /) 013 ..........'..._na."13....n._'..., ,. U
I
Tal" numb" aI __II \'011'" C'"1mIng {1rom lilt G .buy. or ~om "" _ksh.", "" P'1l' Z llhly 'rPiV\ .
Add!"""" _. M .".,. \'011 w,,~ wnhhtlCS "am .och "'"v....... .
I tIIIrn ..emp\lon "om ...~ let '"7, Ind I .1I\1ly ""II...... 10TH '" 'h. I~ condIIlont let "omplIon:
· llll ,..,. '*' I "V'~ 10. ,,1uov:I 01 ALL fod....1ncomt I.. wllhht1cl "'._'1 had NO II. .-r: AND
· This ,... I ..pact I IIIuov:1 01 All Focltr..1ncamt to. w;_ .....u..1 ',po<1 to hi.. NO tl. .lbIIl
" rau "'" - _""'s'_"~" "(.("""" "". . . . . . .. [!J
~ ~, of ......., I ttr'llfy ..... 11m...... ... 1hI........ 01_.'......... JI(. "I.., ~ CW'l ..... ~. ....... to...... ....... .......
1.......,....01...-.. ~A& DtI. .1- 7
· ._._~-.- ~.~.~.......=r. '=
f.tot No tonoo
Employee', Withholding Allowance Certlncate
OMt No. 1!O5-0010
'lI@97
.
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7
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