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HomeMy WebLinkAbout02-6071DICKINSON COLLEGE, Plaintiff V. TEAMING ASSOCIATES, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 60 ?/ NOTICE TO DEFEND TO: TEAMING ASSOCIATES, INC.: You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, Pennsylvania (717) 249-3166 McNEES WALLACE & NLrRICK LLC By_ K~mberl~ M. Colorma, Esq. Attorney I.D. No. 80362 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1 166 (717) 237-5278 Attorneys for Plaintiff Dickinson College Dated: December 19, 2002 DICKINSON COLLEGE, Plaintiff V. TEAMING ASSOCIATES, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. teo COMPLAINT Dickinson College, by its attorneys, McNees Wallace & Nurick LLC, for its Complaint against the Defendant, Teaming Associates, Inc., avers the following: 1. Plaintiff, Dickinson College ("Dickinson"), is a Pennsylvania non-profit corporation serving higher education with its principal offices located in Carlisle, Pennsylvania 17013. 2. Defendant, Teaming Associates, Inc. ("TAI") is a Pennsylvania corporation having its principal place of business at 200 South Spring Garden St., Suite 14, Carlisle, PA 17013. 3. Since on or before July 14, 2000, TAI has been engaged in the business of procuring telecommunications services for its clients and coordinating, verifying, and consolidating monthly invoices from its clients' telecommunications service providers and remitting payments to telecommunications service providers. 4. On or about July 19, 2000, Dickinson and TAI entered Memorandum of Understanding ("MOU") whereby TAI agreed to provide services to Dickinson. 5. Attached to the MOU and incorporated therein was the "Teaming Associates Agreement" ("Agreement"). A true and correct copy of the MOU and Agreement is attached hereto as Exhibit A. 6. Pursuant to the MOU and the Agreement, TAI agreed to procure telecommunications services for Dickinson and to coordinate, verify, and consolidate the invoices from Dickinson's telecommunications providers and to remit payments to the College's telecommunications service providers, and Dickinson agreed to pay TAIa fee for these services. 7. The MOU and the Agreement incorporated therein expired on or about October 14, 2000, but the parties continued their business relationship by continuing to act in accordance with the terms of the MOU and the Agreement. 8. From approximately July 2000 through November 11, 2002, TAI issued one invoice to Dickinson each month, which included all of the amounts owed by Dickinson to its various telecommunications providers, plus a fee of ten percent (10%) of the total amount to compensate TAI for its services. 9. Pursuant to the agreement with TAI, Dickinson paid in full each of TAI's monthly invoices until October 2002, when Dickinson gave notice of its intention to terminate the agreement. 10. Pursuant to its agreement with Dickinson, TAI was obligated, each month, to remit full payment to Dickinson's telecommunications providers from the funds that Dickinson paid to TAI. 11. Since approximately April 2002, TAI has failed to pay Dickinson's telecommunications suppliers in full, despite Dickinson's payment of the TAI invoices. 12. In the Fall of 2002, Dickinson became aware that TAI had been failing to pay Dickinson's telecommunications suppliers from the funds that Dickinson had paid to TAI. 13. On October 11, 2002, Dickinson gave notice to TAI that Dickinson would terminate its business relationship with TAI on November 11, 2002. 14. By letter dated November 6, 2002, Dickinson confirmed that its relationship with TAI would be terminated on November 11, 2002, and Dickinson demanded that TAI immediately refund the amounts advanced to TAI so that Dickinson could pay its telecommunications providers directly. 15. On November 11, 2002, TAI faxed to Dickinson a summary of the amounts that had not been paid to Dickinson's telecommunications providers. A true and correct copy of the TAI summary is attached hereto as Exhibit B. 16. During April, May, June, July and August 2002, TAI failed to remit payments in the sum of $61,178.73 to Dickinson's telecommunications providers despite receiving, from Dickinson, the full amount necessary to pay those providers, plus ten percent (10%) to compensate TAI for its services. 17. TAI has not forwarded the payment to Dickinson's telecommunications providers, and TAI has not refunded the funds paid by Dickinson to TAI. 18. Dickinson has paid or is in the process of paying all of the amounts owed to the telecommunications providers. Count I: Breach of Contract 19. Dickinson incorporates herein by reference the allegations of paragraphs one (1) through eighteen (18) above. 20. The parties' conduct after the expiration of the MOU and Agreement created a valid and binding implied contract between Dickinson and TAI. 21. The terms of the implied contract are reflected in the MOU and Agreement. 22. TAI's acts and omissions as set forth above constitute material breaches of its contract with Dickinson. 23. Dickinson fully performed all of its obligations under the contract with TAI. 24. As a direct and proximate result of TAI's material breaches of the agreement, Dickinson has suffered damages in the amount of $67,296.60, which includes the amounts not paid to Dickinson's telecommunications providers, plus TAI's ten percent (10%) fee on that amount. WHEREFORE, Dickinson College demands that judgment be entered in its favor and against Defendant Teaming Associates, Inc. in the amount of $67,290.60, plus interest. Count II: Unjust Enrichment (Plead in the Alternative) 25. Dickinson incorporates herein by reference the allegations of paragraphs one (1) through twenty-fonr (24) above. 26. TAI benefited from receiving payments from Dickinson, including the 10% payments made to compensate TAI for the services it was supposed to perform for Dickinson. 27. TAI has been unjustly enriched by its receipt of the payments and its retention of the payments despite its failure to perform the services it agreed to perform. 28. It is inequitable for TAI to retain the amounts received because it failed to perform the services it agreed to perform. 30. 31. 32. to Dickinson. 33. WHEREFORE, Dickinson College demands that judgment be entered in its favor and against Defendant Teaming Associates, Inc. in the amount of $67,296.60, plus interest. Count III: Money Had and Received (Plead in the Alternative) 29. Dickinson incorporates herein by reference the allegations of paragraphs one (1) through twenty-eight (28) above. TAI has in its possession money which in equity belongs to Dickinson. TAI has wrongfully diverted the money in its possession from its proper use. TAI has no right to retain possession of the money and the money should be paid As a direct and proximate result of TAI's conduct, Dickinson has suffered damages in the amount of $67,296.60. WHEREFORE, Dickinson College demands that judgment be entered in its favor and against Defendant Teaming Associates, Inc. in the amount of $67,296.60, plus interest. Count IV: Conversion (Plead in the Alternative) 34. Dickinson incorporates herein the allegations of paragraphs one (1) through thirty-three (33) above. 35. TAI wrongfully retained the funds provided to it by Dickinson instead of forwarding the funds to pay Dickinson's telecommunications providers. 36. By retaining the funds from Dickinson, TAI knowingly and intentionally exerted unauthorized dominion and control over Dickinson's property, with the intent to deprive Dickinson of all or part of the value of the funds. 37. TAI's actions denied Dickinson's rights to the funds and Dickinson's ability to possess or use the funds. 38. TAI retained the funds without Dickinson's consent and despite Dickinson's demand that the funds be returned to Dickinson. 39. TAI acted without lawful justification. 40. TAI's actions constitute a conversion of Dickinson's personal property. 41. As a result of TAI's conversion of the funds, Dickinson suffered a pecuniary loss in the amount of $67,296.60. WHEREFORE, Dickinson College demands that judgment be entered in its favor and against Defendant Teaming Associates, Inc. in the amount of $67,296.60, plus interest. Dated: December 19, 2002 McNEES WALLACE & NURICK LLC By¸ 'mberl~ M. Colonna. Attorney I.D. No. 80362 100 Pine Street P. O. Box I 166 Harrisburg, PA 17108-1166 (717) 237-5278 Attorneys for Plaintiff Dickinson College Exhibit A Shared Services . onsortium, LLC 3901 Hartzdale Drive, Suite 110 Camp Hill, PA 17011 Memorandum of Understanding July 19, 2000 Telephone: 717-731-1005 Fax: 717-731-5496 Emall: .s.h_addoek(~...oa net Teaming Associates has expertise in the economic procurement of telecommunications services at rates lower than Client can procure on their own accord. Teaming has additional expertise in the management and auditing of telecommunications services and fees. Dickinson College wishes to benefit from all aspects of Teaming Associates expertise as previously mentioned, and as further described in the attached literature entitled "Value Added Services, .... Financial Proposal for Shared Services Consortium, Inc., .... Transition Requirements from Telecom Managers," and "Teaming Associates Agreement," and this literature becomes a part of this MOU. Teaming Associates wishes to provide the so described Services to Dickinson College. This Memorandum of Understanding (MOU), will serve as the operating agreement between Dickinson College (Client), and Teaming Associates, Inc. (Teaming), until such time as a final agreement between Teaming and Client is reached, or ninety days from the date indicated above, whichever occurs first. The terms of the "Teaming Associates Agreement" will also apply, except to the extent that they conflict with the contents of this MOU. In such case, the contents of the MOU will have precedence over the contents of the "Teaming Associates Agreement" document. Teaming will begin performance of the Services as previously described immediately upon execution or-this MOU. Teaming will insure a smooth transition in Services for Client to include maintaining telecommunications capabilities and capacity at all times, at a level at least equivalent to Client's current levels. Client expects that there will not be any telecommunications service interruptions as a result of Teaming's actions. In the event that an interruption is required, Teaming will provide Client with sufficient notice so as to allow Client to implement any contingency plans that may be necessary. Teaming will provide monthly reports to Client in a manner, format and medium acceptable to Client. Teaming will keep Client informed at all times regarding the status of Services implementation, and will immediately notify Client of difficulties that may adversely impact on Tcaming's performance under this MOU. AGREED: .William H. Rau""fi~( - ~-~_~,c~ President Teaming Associates, Inc. Nickolas O. Vice President Campus Operations Dicldnson College TEAMING ASSOCIATES AGREEMENT THiS AGREEME~, is made and entered into as of July 14, 2000, by and between (Client) having an office at and Teaming Associates Incorporated, a Pennsylvania corporation having its principal phce of business at 200 South Spring Garden St., Suite 14, Carlisle, PA 17013_ 1. SERVICES TO BE RENDERED Teaming Associates will perform the following services for the client. Verify and consolidate monthly recurring telecommunications charges and provide the client with a monthly invoice for all services including: local exchange, long distance, data circuits and cellular telephones. The vel'~cation process will insure the client is charged the negotiated rate applicable to each vendor. As part of the monthly-consolidated invoice the client will receive a Monthly Management Report. This report will be customized to the requirements of the client for cost allocation purposes. Procure telecommunications services on behalf of the client. Adjudication of disputed charges with any applicable telecommunications vendor on behalf of the client. D. Coordination and escalation of services w/th any applicable telecommunications vendor on behalf of the client. E. Re-quotation of the clients existing telecommunications service and perform the transition management for any and all telecommunications services the client elects for transition. The rates negotiated will be a lesser rate than is presently supplied to the client unless othe~vise directed by the client. F. Act as consultant to the client for day to day questions regarding telecommunications that may arise. Any consultation performed for any service not presently serviced by this contract will be viewed as a project and billed separately as agreed to by both parties. G. The client understands and agrees to provide Teaming Associates with a "Letter of Agency" and any other documentation or support required as allowing Teaming Associates to perform the above desc~bed on behalf of the client. The term of this Agreement shall last for twelve (12) months or until described tasks are complete from the date set forth above, unless sooner terminated pursuant to paragraph 4 below. Teaming Associates shall be compensated for secvicos in the amount of 10% of telecommunications services managed. The payments wi~i be invoiced mommy. The invoices sh~ be considered payable net 30 days. Invoices for services shall be considered due and payable upon delivery. If payment is not received within thirty (30) days al[er delivery of tho invoice, a 1~ % late charge will be added to the invoice. If'payment is not received within sixty (60) days after delivery, Teaming Associates will terminate any and all services spec/fled in Paragraph ! fthis Agreement. O ' The client will be respons~le/'or obtaining services including local exchange, long distance, data circuits, and cellular telephones as of the date of the termination of the Agreement. T~radnation of the Agreement beoause of non-payment of an invoice will supersede the thirty (30) day written notice as spec/fled in Paragraph 4 of the Agreement. 4. TERM~ATION The Client may terminate this Agreement at any time with thirty- (30) days written notice to the other party. Termination of this agreement prior to tho maturity ofthls agreement by client will make due and payable upon notification of termination of this agreement any outstanding service fee and expenses. All notices, orders, directions, requests or other communications submitted in connection with this Agreement shall be provided as follows: To: To: Teaming Associates Mr. William Ranch 200 S Spring Garden Street Suite 14 Carlisle, PA 17013 notices. Either paxty may, by written notice, change its address or designated recipiem for The. Client understands and agrees that Teaming Associates may be representing part/es that are m direct or indirect competition with The Client and the services and or products they supply. The Client will hold Teaming Associates harmless and this act in no way negates, makes void or terminates this agreement in whole or in paxt. This agreement in no way restricts Teaming Associates from interfacing, representing, negotiating with, entering into agreements or conducting business with any company organization or ~nstitution. Teaming Associates, Inc. will refrain from entering into any new eomract with any party that is considered direct competition with the clients if the client demonstrates to Teaming Associates, [nc. that such a conic-act would cause a alert/mental impact upon the client for the term of this contract. The Client and Tearaing Associates warrants that they will not represent each other/n any way at any time, or otherwise engage in any activity, that is precluded by any conflict of interest or procurement integr/ty statute or regulation. The Client and Teaming Associates shall not attempt to influence the Government by appearing before, or otherwise commun/cating w/th, either verbally or in writing, the Government On behalf of either party in vio]atlon of the conflict of interest or procurement integrity laws. The Client and Teaming Associates hereby inderanifies and hold each other harrnJess for any v/olation of this prov/sion. 12. DATA AND COPYRIGI-[I'S All systems, process's and data prepared or originated by Teaming Associates in the rendering of services pursuant to this Agreement shall be proprietary and remain the exclusive property of Tearni.n_g Associates. The Client may not use, reproduce, disclose, publish, translate, deliver, perform, dispose of, or make use of all such systems, process's and data unles.s authorized in writing by Teaming Associates to do so. Both parties shall promptly report to each other any notice of claim of copyright infringement received by it with respect to data delivered or incorporated into the services rendered pursuant to this Agreement. The term "data" as used herein shall be defined as generally including, but not limited 'to, writings, designs, specifications, sound recordings or video recordings, pictorial reproductions, drawings or other graphic representations, and work of any similar nature. 13. ~ Teaming Asso~ates retains full and exclusive right, title, and interest throughout the world in all inventions, improvements, or discoveries conceived in whole or in part made in the rendering of services pursuant to this Agreement. 14. MISCELLANEOUS A. .Assignment and Subcontracting Neither party shall assign this Agreement without the prior written consent of the other. Consent to an assignment shall not relieve the assigning party of full responsibility for eompIete performance of its obligations as set forth in this Agreement. Relationship 0fParties Both parties are performing pursuant to this Agreement only as independent contractors. 15. HEADINGS The headings included herein are inserted only for convenience and reference_ This contract represents the entire contract b~veen the parties. Any additions, modifications or addendum will be executed as a separate written addendum to this contract. If any provisions ofthls Agreement or part of such provision is or becomes invalid or unenforceable, the remaining provisions or parts hereof continue in full force and effect. 17. APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and Federal or Local L~ws or Ordinances. 18. APPLICABLE TAXES All taxa applicable to any amounts paid by the Client to Teaming Associates under this Agreement wi/1 be Teaming A,~sociates liability and the Client shall not withhold nor pay any amounts fo.r federal, state or municipal income tax, social security, unemployment or worker's compensation. 19. LIABILITY INSURANCE Teaming Associates shall maintain during the term of this Agreement, at all times and at its own costs, insurance coverage in a form sufficient to meet minimum statutory requirements, or otherwise protect against severe financial loss including, at a minimum, comprehensive general liability, automobile liability, and workrnan's compensation if applicable as requirod by the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. TEAMING ASSOCIATES INCORPORATED B3c B~ Name: Name: William H. Rauch Title: Title: President Date: Date: June 8, 2000 Exhibit B ...~.~bB.~la.-~-s ::::--~-.,.~.. . ~. :' ............... ~~~:~-L-:.~ ' ' , ~ ~. ~ m~ AT~ W~ ~ ~~~r~'~ ~ 397~ AT&T ~ ~lS 8~ ' ~" AT~T ~ 2~2~1 g 7~ ~9~5 AT~T ~I~, ~2~18 ~ AT&T W~ ~T&T ~i ~-~-~ll 1~2 - - -~-~' AT~T ~ ~3-~18 ~ ~.74 AT&T W~ AT~T ~ ~~ - ~ ~.1~- . , AT&T ~ ~l~ ~ 531,J9 ' * ATiTW~ AT~T ....... ' w~z '{ AT&T W~ms ~l~ 3{39 __~ _ m - ~ oz I ~.{~ A~ I~?1 ~4~ 13~7 ~ ~ 1.93 V~d~ Name ATX B~I! Atlml{~ ~unt ~k~ Amt Page 2 of 4 S580.30. 1.4,2 $45.83 Se&14 $825.56 Sprim . 126 ~51~ ~ · , 12~ R4~3 ~'~* ....... ~1~~ ~ ' ' ' ...... :':"~:7;':'~.. ' · '" 717-241-~1~4 Sp~ 7 ! 7.24 ~nt 717.24 ~ ~t 717~41~6]~ ..~ 717-~-~1~ 717-~1~43~9 7] 7-241 Splint SpH~t Sprint ?17-243.] ~12-0~0 6/23/02 ~2.2] ... ·. '.~.:?-~~~~~ ~ .................... ~~ n4~ ~' == 71 ?-~112-~ ~ '- ~]4-~' ~t ?]%24]~112-203 ~2 ~.11 s~t .............. ~-~]~ . ~::-'. .......... ~~~ ~.~ ..................... .......... Sprint 717-24S~3~4 ~4~3 Sp~l ~17.~9~3 7/[~2 ~4~ Spr~l 7tT-24~B~ Spri~ . ' . , '.".':,~. ,~. - ~ '~ ..... ~ . . . ~/, .... ... ,~ - , s~ ~ ~3~ s/~2 ...... ~"s3~ ' - 717 ~5~3~ 7/~2 l Sp~t Spr~t .................. S~t 717-7~1~07 717-7g9-~21-007 7~ 9/02 717-7g~-9721~07 ~/19/0~ 717-7~g'/21-007 Pa~;s 3 of 4 Vendor Name Account Numba' I)N;~ 4 Of 4 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. § 4904, relating to unswom falsification to authorities, I hereby certify that I am Vice President of Operations at Dickinson College, that I am authorized to make this verification on its behalf, that I have reviewed the foregoing, and that the facts set forth therein are true and correct to the best of my knowledge, information and belief. DICKINSON COLLEGE By' Nickolas G. Stamos Dated: December lq, 2002 SHERIFF'S RETURN - NOT FOUND . 2002-06071 P CASE NO. ~_ ~NNSYLVANIA COMMONWEALTH ~ =~ COUNTY OF CUMBERLAND DICKINSON COLLEGE VS TEAMING AssoCIATES ,sheriff or Deputy sheriff, who being R. Thomas Kline that he made a diligent search and duly sworn according to law, sayS, inquiry for the within named defendant, DEFENDANT but was TEAMING ASSOCIATES INC He therefore returns the unable to locate The____~m in his bailiwick. COMPLAINT & NOTICE the within named DEFENDANT ' NOT FOUND , as to TEAMING ASSOCIATES INC MOVED ~RDING WITH POST OFFICE. sheriff's Costs: 18.00 Docketing 3.45 Service 5.00 Not Found 10.00 surcharge .00 36.45 MCNEES WALLACE & NURICK 01/07/2003 sworn and subscribed to before me ~ ~ day of~ this /~- DICKINSON COLLEGE, Plaintiff V. TEAMING ASSOCIATES, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 02-6071 PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Plaintiff moves to reinstate the Complaint, filed on December 19, 2002 in order to obtain service of the Complaint upon Defendant Teaming Associates, Inc. Dated: January 29, 2003 McNEES WALLACE & NURICK LLC By ~'M. Colonna, Esq. Attorney I.D. No. 80362 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1 166 (717) 237-5278 Attorneys for Plaintiff Dickinson College DICKINSON COLLEGE, Plaintiff V. TEAMING ASSOCIATES, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -- LAW NO. 02-6071 PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Pursuant to Pa. R. Civ. P. 229(a), please mark this matter discontinued and ended. McNEES WALLACE & NURICK LLC By · Colonna, Esq. Attorney I.D. No. 80362 100 Pine Street P. O. Box 1166 Hamsburg, PA 17108-1 166 (717) 237-5278 Attorneys for Plaintiff Dickinson College Dated: February 14, 2003