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HomeMy WebLinkAbout97-03118 . ..c-- ~ " ~ ~ ~ III .\l ~ ~ ~ 1 1'1 ~ V) v ~ ;,c. --.." . -:";:;':'L OJ ,"'- '-~-~~: <i .;-. ..;.::,~ ",. . .",r '::~~ :.-,\-.:;~l{ '1!l ?~~ . or"~ J." }~ . ',' .;~ ~',.</~~ e,.,f>."_l; _,'~ 'i~~;" ;~ ,.,:~ .~.)~~ ,ill , ,'-;'f~ ,<;;;iJl ,'>:~~~7;1! ''.!t! ~;dI :-'~ \~~ .l;~ ' . ~';f:' :-:t-'~ .;~1X .,;~~ , ; ~f) "li ....~~ ,t, j ,~,~ :1 I i. J ! CSH INDUSTRIES, INC. Plaintiff . . IN THE COURT OF COMMON PLEAS IN AND FOR CUMBERLAND COUNTY, PENNSYLVANIA NO. 9'7- ..9/1 P (3.tl.,.,;.t r ~ v. GERALD R. DOHERTY, MARK W. STEINHART and AMERICHEM INTERNATIONAL, Defendants : JURY TRIAL DEMANDED CO"'D~,~f . - AND NOW comes Plaintiff, CSH Industries, Inc., by and through its attorneys, the Offices of Fenstermacher and Associates, and files this Complaint as follows: 1. Plaintiff CSH Industries, Inc. (IICSHII) is a PennsYlvania corporation with an address for conducting business at 2 Brenneman Circle, Mechanicsburg, PennsYlvania 17055. 2. Defendant Gerald R. Doherty ("Doherty") is an adult individual with a last known residence at 519 West Louther Street, Carlisle, PennsYlvania 17013. 3. Defendant Mark W. Steinhart (IISteinhartll) is an adult individual with a last known residence at 1018 Hemlock Lane, Enola, Pennsylvania 17025. 4. Defendant Americhem International (IIAnerichemll) is, upon information and belief, a PennsYlvania corporation with an address for conducting business at 6074 Allentown Boulevard, Harrisburg, Pennsylvania 17109. 5. Doherty and Steinhart were past employees of CSH, employed under contracts set forth as Exhibit "A" and "B" respect! vely. 6. Doherty was terminated from employment by CSH on December 3, 1996. 7. Steinhart was terminated from employment by CSH on February 13, 1997. 8. Doherty and Steinhart are currently employed by Americhem. 9. The express terms of the Agreement between CSH and both Doherty and Steinhart, individually, state inter alia: 2. Preservation of Coroorate Oooortunitv. Emolovee's Covenant. In recognition of the highly competitive nature of company's business, Employee agrees that during the term of this Agreement (including any extensions thereto) and continuing for a period of two (2) years thereafter, Employee shall not, within one hundred (100) miles of the municipal area of Harrisburg, Pennsylvania, without the prior written consent of the Board of Directors of Company (which consent may be withheld, delay or conditioned at Company's sole discretion), directly or indirectly: (i) engage in (whether as an owner, officer, director, employee, partner, consultant, advisor, agent, sales representative or otherwise) any business activities which are or may be competitive with the business conducted by Company or which might place Employee in a competing position to Company or acquire or retain any financial interest in any business which is or may be competitive with Company; provided, however, that ownership by Employee of not more than five percent (5%) of the outstanding shares of stock of any such business listed on any national stock exchange shall not be deemed to constitute a violation of this Agreement; (ii) in any way contact, induce any individual, corporation, partnership or other entity then doing business with Company or that has, within the then immediately preceding two (2) year period, done business with Company (collectively, the "Protected Customers"), to 2 patronize any business which is or may be competitive with the business conducted by Company; (iii) in any way contact, canvass, solicit or accept from any Protected Customer of Company any business which is or may be competitive with the business conducted by Company; (iv) request or advise any individual or company which is a Protected Customer of Company to withdraw, curtail or cancel any such Protected Customer's business with Company; (v) assist any other person on engaging in any business activities prohibited to Employee under this Agreement; nor (vi) induce or attempt to induce any employee of Company tu (i) engage in any activity hereby prohibited to Employee or (ii) terminate his or her employment with Company. "0. CSH is in the business of providing custodial and industrial supplies to area businesses. 11. Immediately subsequent to their respective terminations, Doherty and Steinhart became employed with Americhem, a dirp.~~ competitor of CSH. 12. Upon information and belief Doherty and Steinhart have contacted and solicited accounts held by CSH during the time Doherty and Steinhart were employed by CSH. 13. CSH believes and therefore avers that Doherty was solicited at least the following clients of CSH: Groff Tractor, Tresslercare Wilderness School, Harrisburg East Mall, Glen Moore Transport, Discovery Schools, Silver Spring Township Fire Company, Forest Park Health Center, Hampden Township, 3 Pennsylvania AAA Federation, Harrisburg City Schools, Londonderry School and pointe Shopping Center. 14. CSH believes and therefore avers that Steinhart has solicited at least the following clientn of CSH: Agco Parts, MBM Services, Ingram Micro, Harrisburg Marriott, Susquehanna Township, Excell Logistics, Lowes, Discovery Schools, ADM Milling, Jack Gaughen, Ray Garver, Dave's HVAC Contracting, Inc., Central Penn Business School, Carpet Mart and Multifoods Distribution, Inc. 15. It is believed and therefore averred that Americhem had knowledge of the covenants set forth in paragraph 9 and the actions of Doherty and Steinhart, and condoned and approved such actions. COUNT I CSH INDUSTRIES, INC. v. GERALD R. DOHERTY BREACH OF CONTRACT 16. Paragraphs 1 through 15 are incorporated fully herein by reference. 17. Under the Employment Agreement, Doherty obligated himself to the terms set forth in paragraph 9 therein. 18. plaintiff performed all its duties and obligations under the Agreement. 19. Doherty has breached such Agreement by: a. engaging in, as an employee of Americhem, a business activity competitive with CSH within two (2) years of 4 termination of the Agreement and within one (100) miles of Harrisburg. b. soliciting entities and individuals who were doing business with CSH at the time of Doherty's employment with CSH, and accepting the business of such entities and individuals c. assisting Defendant Steinhart in business activities which are prohibited under Steinhart's Agreement with CSH. 20. Due to Doherty's actions, CSH has suffered, and continues to suffer irreparable harm and damages. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for plaintiff and against Defendant in an amount greater than Twenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT II CSH INDUSTRIES, INC. v. MARK W. STEINHART BREACH OF CONTRACT 21. Paragraphs 1 through 15 are incorporated fully herein by reference. 22. Under the Employment Agreement, Steinhart obligated himself to the terms set forth in paragraph 9 therein. 23. Plaintiff performed all its duties and obligations under the Agreement. 5 24. Steinhart has breached such Agreement by: a. engaging in, as an employee of Americhem, a business activity competitive with CSH within two (2) years of termination of the Agreement and within one (100) miles of Harrisburg. b. soliciting entities and individuals who were doing business with CSH at the time of Steinhart's employment with CSH, and accepting the business of such entities and individuals c. assisting Defendant Doherty in business activities which are prohibited under Doherty's Agreement with CSH. 25. Due to Steinhart's actions, CSH has suffered, and continues to suffer irreparable harm and damages. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for Plaintiff and against Defendant in an amount greater than Twenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT III CSH INDUSTRIES, INC. v. GERALD R. DOHERTY TORTIOUS INTERFERENCE WITH A BUSINESS RELATIONSHIP 26. Paragraphs 1 through 25 are incorporated fully herein by reference. 6 27. The clients contacted by Doherty, set forth herein, were current and ongoing clients of CSH. 28. Doherty's contact with these clients was for the purpose and intent of causing financial harm to CSH. 29. Doherty possessed no privilege or justification for his acts. 30. Due to Doherty's actions, CSH has suffered financial harm and damage due to its loss of revenue previously generated by these clients. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for Plaintiff and against Defendant in an amount greater than Twenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT IV CSH INDUSTRIES, INC. v. MARK W. STEINHART TORTIOUS INTERFERENCE WITH A BUSINESS RELATIONSHIP 31. Paragraphs 1 through 30 are incorporated fully herein by reference. 32. The clients contacted by Steinhart, set forth herein, were current and ongoing clients of CSH. 33. Steinhart's contact with these clients was for the purpose and intent of causing financial harm to CSH. 34. Steinhart possessed no privilege or justification for his acts. 7 35. Due to Steinhart's actions, CSH has suffered financial harm and damage due to its loss of revenue previously generated by these clients. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for plaintiff and against Defendant in an amount greater than Twenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT V CSH INDUSTRIES, INC. v. AMERICHEM INTERNATIONAL TORTIOUS INTERFERENCE WITH A BUSINESS RELATIONSHIP 36. paragraphs 1 through 35 are incorporated fully herRin by reference. 37. The acts of Doherty and Steinhart, set forth herein, were committed as agents, employees and representatives of Americhem. 38. The acts of Doherty and Steinhart, as set forth herein, were authprized, aided and abetted by Americhem. 39. The clients contacted and solicited by Americhem's agents were current and ongoing clients of CSH. 40. The actions of Doherty and Steinhart were done with Amp.richem possessing knowledge of the Agreement between them and CSH, and with knowledge that the customers solicited by Doherty and Steinhart were current and ongoing clients of CSH. 8 41. The actions of Americhem's agents, employees and representatives, and Americhem, were done with the purpose and intent of causing financial harm to CSH.' 42. Americhem possessed no privilege or justification for its actions, or the actions of its agents, employees, and representatives. 43. Due to Amerlchem's actions, CSH has suffered financial harm and damage due to its loss of revenue previously generated by these clients. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for Plaintiff and against Defendant in an amount greater than Twenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT VI CSH INDUSTRIES, INC. v. GERALD R. DOHERTY, MARK W. STEINHART AND AMERICHEM INTERNATIONAL CONSPIRACY 44. Paragraphs 1 through 43 are incorporated fully herein by reference. 45. The acts of the Defendants set forth herein were done in active concert and conspiracy with each other, their employees and agents. 9 .r Industries er--.... t11NU1t/111111l11 JI1tIlodII S/fIIIIM EMPLOYMENT AGREEMENT 'l1US ~YMENT AGIlEEMI'Rl' (" Ap'cemcntn) II IIIIde u of . 19'5 IIId lJ by Ind belweea GERALD R. DOIIIRTY ("Employee'') ud CSH INDUR- nur.s, 1Ne., a PSlluylvula corporation ("Company"). Company II III the blllfnea of wholelale and retail .aleI and dlltrlbutlnn of Jlnl- torlal and IIldUltrlaI I1lppllea, equipment, chemlcab, paper, tralllInK, ptannlnl and collaultIDe. . WITNESSETH: WJI1l!Dlr.4B, eaml'lny dull'el1 to U1pge the ..mclI alUi _plo)'Jll.nl ofEmplo)'llllo and Employee II wlWnl to ICCept emp10ymCllt by Company on a fuU dme b.... for .uch period IlIId upon the term aud condUIoDl lIerelnafter let forth. NOW, TIIEREFORE, In conllderatlon of the foregolne premllu and the mutual covenlntl herein contained, and Inten~ni to be Icplly bound hereby, the part1u hereto IIJ'N to I' IoOo1'l'l1 1. ~n oflllr.mldOll. Employee recoanlz.. ud admowlcdgel thlt Company'. tnde .ecretJ and C1uttoaler lulli u tbf)' uIIt from tllIlO to time IIIId nou-pDbl1c IIlfonaltloD concmllnl III .ervlw, method. of operation, teehnlcal InfOl'll1ltlOll IIId proefatt. IIlventlOll', Ide... producu, lpecmcatlonl, trade Heret.. formulao, prlclnl ud bldt, cudomen Ind .al.. Ictlvitles and proccdlQ'C.l (tbe "Proprlctll')' hfonaatlonlt) Ire valuable, .peclllllld unique wet. of Company, access to and lmowledle ofwblch are euentlll to the penormance of Employee'. datiCl lIereDnder. In Uaht of the htpl:y colllpetltlve natul'll of tke Iadultry In whIch Company condaca Ita ballnClI, ElIlplu)'cc alJ'llOl that an Proprietary Information heretofore or In the future obtained by Employee al a renlt of Employee'. wodatlon with Company .hlll be conddered confidentiaL In reeopltloa ofthb fact, Employ.. agr... tblll,.o 10DI u thc Proprletal')' hfonaltlon doca Dot otherwise become pabUcly available, Employee will not, durlnlt Ind after the Employment Period, dllclOJe all)' of IUcIt Proprietary IDfonaatlon to aay penon, firm, rorporatlon, UJoetatloD or otb.r 'Illlly for IIIlY I'CUCID or PUrpOlO whataoonr, direct"" or IIldlrectly, elcept In connection with the furtherance of the bu.ln", of Compa.y, and Employee will not make UII of any Proprietary IDformltloll for Employee" OWII PUrpo.CI or for the beaent 0' -11II" other penoa or entity (eucpt Company) WIder any -1- 203~. Court ~ A\ 11055 envinmmlUltBUy Oo/lIdou, Corporal/on T'lephon.: (717) 700-5439 Tal FrH: (8001 73S.Kl9 Fex: (717) 788-5788 1~ . clrclllDltanca. Employee funber .ana th.t upoa fel'lllfD.tloa or Employoo'. 'lIIploYDltIlt ElQployeo'.UD tunI over to CODlPIII)' .11 documeDh, papon, reconb, ilia, COlllpater dlJct, dnwfap, lketcbel, plllll, Ip~cattoe.. m.Du.... mode'" equlpm'llt, m.cbfall, dericea, computer d.ta, or other wrlttea or anphlc m.tenal which coataln or .... derived &0.. Proprietll)' WonaatluD. Employee.arcu tIaat Elllployeo .haD have DO proprl.tary faterst In .11)' work product lIMd Dr deveJo1*l by ElQployee and III'IIfIll out or Employee'. emplo)'llleDt wlth ComplllY. 'I1Ie provblo.. cODtalDod ba thll SectlOll .c apply to lllfol'lllatloll. ot Cowpu)' etch .. .aaIoJolll 10 tho Proprietary Wormlfloa. 2. ." 'iIltlall ., Col'1lOl'llte OnDlllfml"". Employee'. Cav~Dlnt, III recopltJon Df Ihe hlply coDlpetW,.. nAture 01 comPlD1'1 hllllnell, Employ.. len" that durlal the term 01 thb Aamment (lIIdudlq lIB)' moulolQ tb~o) and coatlaulDI ror. perlod of two (Z) ycan thel'tltler, ElIlployee IhaII Ilot, wlt.1a ODe huedred (100) DlIIea ot the mllldcipal ara 01 RarrltblllJt PllIUIIylvlDla, wlthoat the prior written colIICnt of the BOlrd or Db'mon 01 CompaDY (w\lch COllMl1t JIIIY be wUIlhtId, delayed or CODdlUOJIed at Complll)'" .010 dllcrttfOD), dJnctly or indirectly: (I) .DPi' 10 (whether .. III OWDer, omeer, director, employee, plrtner, coanltaDt. Idvllor, aaeat, Diu 1'I!(Il'e1t11tativ. or otherwltt) any bUllacu actfvftlCl which Ire Dr may bo competftlve with the bD1lDeII coDdllcted by Complny or ",hlllh ml&bt pllce Employee III . eompttba pOlltlon to Company or Icqulre or retaJn an)' fIalncialloterut ID an)' budll.. which II or ma)' be colllpctltlve with Call1pany; provided, however, tb.t aWllenhlp by Employee 01 Dot mon th.n five perce.t (!%) of tbe CI1ItItIadtal .harcI alllock of 11I1 .uch blllllleu JIlted oa Ill)' utfooal .tock nchuBe than Dot be d_ed to 1lO1II1ltuto . violation ot t... AlfMmeDt; (II) Ia IllY way l!Ontaet, Iad.~e all)' IadJvlduaJ, eorporatloa, partucnhlp Dr olher entity the. dolq bUllnell with Campau)' or th.t hu, ""thin the then llluqcdlatdy P~I two (1) year perfod. don bOlla... with ComplDY coUectlvely, the "Protected CuI'omera"), to patroebe aay bulla,. whlcb " or IIUI)' be i:ompelltlYIl with tbe blllllleu condactod by ComplD)'; (W) lilaII)' way eontac.. eaav.... .ollcit or accept from III)' l'rolec:tcd Cutomer 01 Campau)' by bWlaeu which II or lilY be competitive with the bll.ln... co.dueled by CompallY; (Iv) nqllOlt or Id,lIe bY Iadlvldual or complllY which 11. Protected ClIItomer 01 Company 10 withdraw, cun.O or car.ce1 .D)' .och Protected ClIItomer'. bUlbaeu with Company; .2. '18' '. ; . (v) wilt all)' otber penoD 10 eapamlfa AII1 bllllalllll ICtlvltlea prohibited to Employee IDder thla Ap-eemeat, Dor (,i) Indue. or Ittempt to Indlce Iny employee of CompallY to (I) eaplle fa all)' ICtlvity herebr prohibited to Employee or (II) termlnlte h1J or her employmelt with Compllll)', 3. IIlteQJl'fltatlllll. It II npreuly Wldemood ed Icreed thlt although Employee Iud Com piny coDllder tho ratnetfol' eOlltllned In Section. 4 ..d 5 above l'I..ooble for tb. PUrpo'l of preae1'Ylng ror ComplDY Itlloodwm aDd bulnw value II a IOInB COllccm, II a fblll JudIcial determination II made by I court huIog jurlldlclloll that tltl elme or Iny other ratrictloa coDtalned II Section. .. aid 5 II au unCJ1fon:eable ratrlctlol apIuri Employee, the pl'OYillon eoatlla1nc .lIch ratridlon .haD aot be I'OI\dered void but ah.n be deemed IDIllIldecl to Ipply II to IUd! mulmum time IDd territory and to .uob olb.r meat II 1Dc:h court may JudIcially determlll or Iudicate to be nuoalble. Altel'llltlvely, If th. court referred to abovo Ibub that llIl1 rutrictiou coal.lned Iu SacUou 4 and 5 II uearon:eablo, and IUc:h ratriCdOD amnot be amended" .0 II to mike It eurorecable, .uc:h flndlnl Ihall not affect tile eaforecabDlty of Iny of the otber re.trictloUl contained therein. The provblouJ of Sectionl 4 and 5 malllu no rupeet limIt or otberwlle d.et the obUptloDl of Employco uader other llI'CCIJlent. with Complny. 4. Remedl... Employee Iclmowledg.. Iud qreea th.t Employee'l breach or any or the proVll10111 of Sect10u 4 Ind 5 mlY eallHl Imparable harm to Complay which mlY not be adequltely compeullted by damllleL In recopltloD of tbl. fact, In Ibe event of I breach or thrcateaed breach by Employee .r any of tho provllloul of Sect/OUl 4 or 5 lIereof It It agrMd that, ID addition to Ita remedy at law, eOUlpaoy Ihd be entitled "Jthollt the Ihowlnl .r proving ohctn,1 damages, to Immediate equitable reOel from DY &lOun ofcompeteDt jorll4leUon In tbe form of .paclflc performance, tempol'llry ratralnlul order, temporary or permaneat Iujanetlol or any other equltablll remedy which IIIIY tllb be Ivallable. Employee lIereby walv.. Of right Employee ID.y have to require Company '0 polt a bond or other llIlUl'lty wllh l'CIpeet to IllY laeh equltable relief lad, furtller, hereby releu.. Company, It. omeen, directon, employCCl aDd Ilellt. trom and waIv.. 11II)' dalm for damqe whtell Employee lIlIaht blve alll1DJt them with l'eIped to Company obflel1l1nJ:, Illoed faith, any equitable reDe' panaant to thla AfP'Mment. III the l!IIen' of auy IUch breleh, at the electlOIl of Company, aD rf&hCll or Employee ander thll Acreemllllt hereof, euept rlptl1l'hIch a retired or tcrmlllaled employee may han UDder IlIl)' BCllent Plan, ahln thereupon terminate. NothluC Iienln contalDed .hall be CODltrued II prohlblt1ul Company hm punulng Iny otber remedl.. aVlDahIe to It ror .neh breach or tlareatenecl breac:h, 5. Stn'VMl aflCIIIBIawee'. nhll_tiaBL Employ... obllgatioa. Wlder thla AcrecmCllt IhalllDl'Yfvo the tennllltlOIl or Employee'l employment wllh Com piny (whether 1IIc:h lermtaadoD IlvolaahIQI or lavolUDtlry, wltb or "lIhout Cluee) lad bo In addlllOIl to .ach other dutl.. and reapoDllblll1l.. whIch ceaerllly pertain to Employee' podtlon with -3- .. . . I Company or wblch ma)' bellllptd to Employee from time to time, whlc. arll, from e)' other doca..eat or .pment, or which ani Impelled by la,.. or equity. '- ThInI P..-tv .l-1IdL Employee repiaua ud warraabllhat Employ.. .. aot, u of the date lenol, a party to aay other alJ'eClllent aDd II Dot under aDY obllpflon to a third party which wlD batedeR with Employoo', abWty 10 pedona EmployOO'1 obllptfDDl ud.r Ihb A&recmeat ed, furth.r, eoVIlUUtl that, durbaa the tenD hereof, IncludlaJ any and .11 ateDJlGu thereto, EmploJoo wm Dot become a party to IUch ID ltp'elmeDt 1I0r become obllptecl to IllY 'lIch,thlrd plrf)'. 'I. NGif~ All DOtlCClj demaad. aad other commua1catloa. whlc. aro requJm1 to be atvClll to or mlde by aDY party t. tbe other In eollDOCtlOD with thla Employmeat Ap'eomlllt Will be In wrltIq, will be deellled to "ave beea &lvlll when po.ted by certffled or ft8btered maD or whlll receipt by a courier aprea, lelqram, cable, tela or 'aalmlJe hu beea .clmowledpd to Ihe r01lowlq addreu: If to Employee: Gerald R. Doherty 559 Aberdeea Road, In EJlabcthfo1l'1l, PA 17022 If to COmp1ll)'1 CSH Iadlllfrlll, lac. Joha W. StW, GlIlenl Manqcr 203 LYJIlulal. Court MecbulClbul1, l'A 17055 a. AaIII!II..u. nil AlP'"at.at .hoD Dot be UI!pab1o by oItber pa....,. escept by Company to .ay IUteeaeof In lateNt fa Compe)'" bumwl provided that aD IUch a..llDmeat lhaD relieve Comp.ay frOm It. obllptloal wader filII Al"flIIleDt. ,. EatIn "'-lilt. Tlab IaatnJment eoDtalDa Ih. qnemeat of tb. partla relatlal to tbe eubJecl ..att8r !lertof, aad lup.ned.. aU prwlou al&otlatlolll, repreeeatatloDl, commitmeDta. writmp IIId .11'"18..... Thla Agreement may Dot be waived, cmled, modUled, meDded Of clIIcllaraecl oraD)' but oaly by aD a&nemeat III wrlllq, lIped by the party aplut whom .Il!orcement of.ay lUeb walv.r, c:lwl1Ot modUlcalloa, atendoa or cJfacharle II 101llht. The waiver by aay party of . breach of Ill)' provblea of tbIa Apament II)' aay other will not opent. or be OODltrlltd II a waiver or IIQ' IUbacqucat breach by IUcb other party. .... CSH mum _.....-->>-_ EMPLOYMENT AGREEMENT TIDS EMPLOYMENT AGREEMENT ("Agreement") b made as of October 18, 1995 and b by and between MARK W. SfEINlIART ("Employee") and CSH INDUS- TRIES, INC., a Pennsylvania corporatIon ("Company"). Company b in the busincss of wholesale and retail salcs and distributIon of Jani- torial and industrial supplies, equipment, chemicals, paper, traIning, plannIng and consulting. WITNESSETH: WHEREAS, company desircs to engage the sen'ices and employment of Employee, and Employee b willing to acecpt employment by Company on a full time basis for such period and upon the terms and conditions hereinafter set forth. NOW, 11IEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and intending to be legally bound hereby, the partics hereto agree to as follows: 1. Disclosure onnformation. Employee recognizes and acknowledges that Company's trade secrcts and customer lists as they exist from time to time and non-publie information concerning its services, methods of operation, technical information and processes, inventions, ideas, products, specifications, trade secrets, formulae, pricing and bids, customers anI! sales activities and procedurcs (the "Proprietary Information") are valuablc, spccial and unique assets of Company, access to and knowledge of which are essential to the performance of Employee's duties hereunder. In light of the hIghly competitive nature of the industry in which Company conducts its business, Employee agrees that all Proprietary Information heretofore or In the future obtained by Employee as a result of Employee's association with Company shall be considered confidential. In recognition of this fact, Employee agrees that, so long as the Proprietary Information does not otherwise become publicly available, he will not, during and aftcr the Employmcnt Period, disclose any of such Proprietary Information to any person, firm, corporatIon, association or other entity for any reason or purpose whatsoever, directly or indireelly, except in connection with the furtherance of the business of Company, and he will not make use of any Proprietary Information for his own purposes or for the benefit of any other person or entity (execpt Company) under any circumstances. Employee further -1- 203 Lynndale Court Meehanlcsburg, PA 17055 Environmentally Conscious Corporation Telephone: (717) 766.5439 Toll Free: (800) 736.5439 Fax: (717) 766.5789 agrees that upon termination of hIs employment he shall turn over to Company all documents, papers, records, flies, computer discs, drawings, sketches, plans, spcelfieatlons, manuals, mod cIs, equIpment, machines, devices, computer data, or other written or graphIc material whleh contain or are derived from Proprietary InCormatlon. Employee agrees that he shall have no proprietary Interest In any work product used or developed by Employee and Arising out of his employment with Company. The provisions contained In this SectIon 4 apply to Information of Company whIch Is analogous to the Proprietary Information. 2. rreservation of Comante OPDortunitv. EmDlovee's Covenant. In recognition of the highly competitive nature of company's busIness, Employee agrees that during the term of this Agreement (Including any extensions thereto) and continuing Cor a period of two (2) years thereafter, Employee shall not, within one hundred (100) miles oC the municipal area oC Harrisburg, Pennsylvania, without the prior written consent of the Board oC Directors of Company (which consent may be withheld, delayed or conditIoned at Company's sole discretIon), dIrectly or IndIrectly: (I) engage In (whether as an owner, officer, director, employee, partner, consultant, advisor, agcnt, sales representative or otherwise) any business aetlvitles which are or may be competitive with the business conducted by Company or which might place hioi In a competing position to Company or acquire or retain any financial interest In any business whieh Is or may be competitive with Company; provided, however, that ownership by Employee of not more than five percent (5%) of the outstanding shares of stoek oC any such business listed on any national stock exchange shall not be deemed to constitute a violation of this Agreement; (ii) In any way contact, induce any individual, corporation, partnership or other entity then doing business with Company or that has, within the then immediately preceding two (2) year period, done business with Company colleetively, the "Protected Customers"), to patronize any business which is or may be competitive with the business conducted by Company; (Iii) in any way contact, CInvass, solicit or accept from any Protected Customer of Company any business which Is or may be competitive with the business conducted by Company; (Iv) request or advise any individual or company which is a Protected Customcr oCCompany to withdraw, curtail or cancel any such Protected Customer's business with Company; -2- (v) assist any other person in engaging in any buslncss activities prohIbited to Employee under this Agreement; nor (vi) Induee or attempt to induce any employee of Company to (i) engage In any aetlvlty hereby prohibited to Employee or (Ii) terminate his or her employment with Company. 3. Intemretation. It is expressly understood and agreed that although Employee and Company consider the restrictions contained in Sections 4 and 5 above reasonable for the purpose of preserving for Company its goodwill and business valuc as a going concern, if a final judIcial determination is made by a court having jurisdiction that the time or any other restriction contained in Sections 4 and 5 is an unenforceable restriction against Employee, the provision containing such restriction shall not be rendered void but shall . be deemed amended to apply as to such maximum time and territory and to sueh other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in Sections 4 and 5 is unenforceable, and such restriction cannot be amended so as to make it enforceablc, such fmding shall not affect the enforceability of any of the other restrictIons contained therein. The provisions of Sections 4 and 5 shall in no respect limit or otherwise affect the obligations of Employee under other agreements with Company. 4. Remedies. Employee acknowledges and agrees that his breach of any of the provisions of Sections 4 and 5 may cause irreparable harm to Company which may not be adequately compensated by damages. In recognition of this fact, In the event of a breaeh or threatened breach by Employee of any of the provisions of Sections 4 or 5 hereof It is agreed that, in addition to its remedy at law, company shall be entitled without the showing or proving of actual damages, to immediate equitable relief from any court of competent jurisdiction in the form ofspecific performance, temporary restraining order, temporary or permancnt injunctIon or any other equitable remedy whieh may then bc available. Employee hereby waives any right he may have to require Company to post a bond or other security with respect to any such equitable relief and, further, hereby releases Company, Its officers, directors, employees and agents from and waives any claim for damage which he might have against them with respect to Company obtaIning, in good faith, any equitable relief pursuant to this Agreement. In the event of any such breach, at the election of Company, all rights of Employee under this Agreement hcreof, except rights which a retired or terminated employee may have under any Benefit Plan, shall thereupon terminRte. Nothing hcrein contained shall be construed as prohibUlng Company from pursuing any othcr remedies available to it for such breach or threatened breach. S. SUrvivfll ofEmnlovee's ObUl!ations. Employees obligations under this Agreement shall survive the termination of Employee's employment with Company (whether such termination is voluntary or involuntary, with or without Cause) and be in addition to such other duties and responsibilities which gcnerally pertain to his position with -3- >- .... t: 0:: If: ~ ,~ UJr:? .. ~.:i. ," - 0-.. ,--;._". ~l:~: i:i: ",. " ~'. ~(., :;;:j .. C'j .,:"n ':::I'" I ''''.- _ L.", II!' -' ~j[2 r.; :::l -, :5 r- . - ::J 0" U . >0 Cl. Q " i:l u .. .. Q " '0 " co u = .. - . co'E U Q ,D " Q ~ -.... .~ c -5il ~2 C'; ~ .S >..~ ,D .. U Q II U .c-5 .... .. d S! 0.: 1:: If .. om~ ~I!:~ zC/l;"l ~ II: > wCC/l O~il: "fil~ ::E C/l . F:' <1:'" :: ::z:ZII: .... "o::::t i!:~m iNii: ::::t II: U ~ .. .E ~ " .. s :( CSH INDUSTRIES, INC., IN THE COURT OF COMMON PLEAS Plaintiff . CUMBERLAND COUNTY, PENNSYLVANIA . v. : . NO. 97 - 3118 CIVIL TERM . GERALD R. DOHERTY, . . MARK W. STEINHART and : AMERICHEM INTERNATIONAL, : Defendants : JURY TRIAL DEMANDED PRELIMINARY OBJECTIONS AND NOW, comes Defendants, Gerald R. Doherty, Mark W. Steinhart and Americhem International, by and through their counsel, cunningham & Chernicoff, P.c., who file the following Preliminary Objections to the Complaint of CSH Industries, Inc., and in support thereof, aver as follows: COUNT I CSH Industries. Inc. v. Gerald R. Dohertv (Breach of Contract) INSUFFICIENT SPECIFICITY IN PLEADING - PA. R.C.P. 1028(a) (3) 1. Plaintiff's Complaint sets forth an allegation for breach of contract against Defendant, Gerald R. Doherty. 1 25. Plaintiff's Complaint alleges that Defendant, Americhem International, has interfered with the business relations of the Plaintiff. 26. Defendants, Gerald R. Doherty and Mark W. Steinhart, are independent contractors and as such, are not properly captioned as employees of Defendant, Americhem International. 27. Plaintiff, CSH Industries, has failed to allege any action of the Defendant, Americhem International, in such a manner a to support a claim for intentional interference with CSH Industries' business relations. 28. Plaintiff, CSH Industries, and Defendant, Americhem International, are not in privity and as such owe no duty to each other. 29. Defendant, Americhem International, is not a proper party to Plaintiff I s alleged cause of action for tortious interferences with Business relations. 30. In light of the fact that Defendant, Americhem 9 SIlEIU FF' S r!~:TIHlN - REGUI.AR C^S~: NU: l'J9"'03t1H P GI)MMlJNW~:AI:J'II IW PENNSYI.VANlA: GlJlINTY IIF GUMH~:RI.AND GSIl lNDI)STR (~;S (NG VS. OUm:HTY I;I-:r!AI,D R ~:T AL TCMIJTIlY R~:ITI: ClIMIIE:IlI.AND County, Pennsylvania, who to law, says, the within CUMPI.AINT . Sheriff or D~puty Sheriff of being duly sworn according was served upon Sn;I.NIlART MARK W the defendant, at 1919:00 HOURS, on the ~ day of June 199'~ at 101H m:M1.UCK LANE ENOl~, PA 17025 ,CUMDEHLAND County, Pennsylvania. by handing to MARK W. STEINHART a true and attested copy of the CUMPLAINT tog~ther with NPJICr: -' and at the same time directing His attention to the contents thereof. Shl~l';,ff 'I] Gost.s: DOI;ke t i.ng Scrvi.r;C' Affidavit ~;urcharge 11-\.00 9.30 .00 2.00 ~.30 So an~:~~ R. ~mas Kline, ~hcr~ff .-. FENS1TIIMACII AND AS, SOCI~n;S 0U/30/:,:9'~~-:i U- ----- ~ty ~~ ~;worn and sub:;crlbed to before me ~,h Is .:Ill '!b . day of c.}."L- 1~1 7'7 A. D. C \/~'" a" nlltt~.1 LQ;al't' 1. Prothonota.y . CSH INDUSTRIES, INC. plaintiff, IN THE COURT OF COMMON PLEAS IN AND FOR CUMBERLAND COUNTY, PENNSYLVANIA i " v. NO. 97-3118, CIVIL TERM GERALD R. DOHERTY, MARK W. STEINHART and AMERICHEM INTERNATIONAL, Defendants. JURY TRIAL DEMANDED NOTICIA Le han demandado a usted en la corte. si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita 0 en persona 0 por abogado y archivar en la corte en forma escrita sus defensas 0 SllS objeciones alas demandes en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso 0 notificacion y por cualquier quaja 0 alivio que es pedido en la peticion de demanda. Usted puecte perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 I,LAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. CUMBERLAND COUNTY LAWYER REFERRAL SERVICE Court Administrator 1 Courthouse Square, 4th Floor Carlisle, PA 17013-3387 (717) 240-620G CSH INDUSTRIES, INC. Plaintiff, IN THE COURT OF COMMON PLEAS IN AND FOR CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 97-3118, CIVIL TERM GERALD R. DOHERTY, MARK W. STEINHART and AMERICHEM INTERNATIONAL, Defendants. JURY TRIAL DEMANDED AMENDED COMPLAIN~ AND NOW comes Plaintiff, CSH Industries, Inc., by and through its attorneys, the Offices of Fenstermacher and Associates, and files this Amended Complaint as follows: 1. Plaintiff CSH Industries, Inc. ("CSH") is a pennsylvania corporation with an address for conducting business at 2 Brenneman Circle, Mechanicsburg, Pennsylvania 17055. 2. Defendant Gerald R. Doherty ("Doherty") is an adult individual with a last known residence at 519 West Louther Street, Carlisle, Pennsylvania 17013. 3. Defendant Mark W. Steinhart ("Steinhart") is an adult individual with a last known residence at 1018 Hemlock Lane, Enola, Pennsylvania 17025. 4. Defendant Americhem International ("Americhem") is, upon infornation and belief, a Pennsylvania corporation with an address for conducting business at 6074 Allentown Boulevard, Harrisburg, Pennsylvania 17109. 5. Doherty and Steinhart: were past employees of CSH, employed under contracts set forth as Exhibit "A" and "B" respectively. 6. Doherty was terminated from employment by CSH on December 3, 1996. 7. Steinhart was terminated from employment by CSH on February 13, 1997. 8. Doherty and Steinhart are currently employed by Americhern. 9. The express terms of the Agreement between CSH and both Doherty and Steinhart, individually, state inter alia: 2. EIeservation of Corporate ODPortunitv. Emplovee's Covenant. In recognition of the highly competitive nature of company's business, Employee agrees that during the term of this Agreement (including any extensions thereto) and continuing for a period of two (2) years thereafter, Employee shall not, within one hundred (100) miles of the municipal area of Harrisburg, Pennsylvania, without the prior written consent of the Board of Directors of Company (which consent may be withheld, delay or conditioned at Company's sole discretion), directly or indirectly: (i) engage in (whether as an owner, officer, director, employee, partner, consultant, advisor, agent, sales representative or otherwise) any business activities which are or may be competitive with the business conducted by Company or which might place Employee in a competing position to Company or acquire or retain any financial interest in any business which is or may be competitive with Company; provided, however, that ownership by Employee of ~ot more than five percent (5%) of the outstanding shares of stock of any such business listed on any national stock exchange shall not be deemed to constitute a violation of this Agreement; (ii) in any way contact, induce any individual, corporation, partnership or other entity then doing business with Company or that has, within the then immediately preceding two (2) year period, done business with Company (collectively, the "Protected Customers"), to 2 patronize any business which is or may be competitive with the business conducted by Company; (iii) in any way contact, canvass, solicit or accept from any Protected Customer of Company any business which is or may be competitive with the business conducted by Company; (iv) request or advise any individual or company which is a Protected Custo~er of Company to ~lithdraw, curtail or cancel any such Protected Customer's business with Company; (v) assist any other person on engaging in any business activities prohibited to Employee under this Agreement; nor (vi) induce or attempt to induce any employee of Company to (i) engage in any activity hereby prohibited to Employee or (ii) terminate his or her employme~t with Company. 10. CSH is in the business of providing custodial and industrial supplies to area businesses. 11. Immediately subsequent to their respective terminations, Doherty and Steinhart became employed with Americhem, a direct competitor of CSH. 12. Upon information and belief Doherty and Steinhart have contacted and solicited clients and accounts held by CSH during the ti~e Doherty and Steinhart were employed by CSH, as well as current clients and accounts. 13. CSH believes and therefore avers that Doherty has solicited at least the following clients of CSH: Groff Tractor, Tresslercare Wilderness School, Harrisburg Eest Mall, Glen Moore Transport, Discovery Schools, Silver Spring Township Fire 3 Company, Forest Park Health Center, Hampden Township, Pennsylvania AAA Federation, Harrisburg City Schools, Londonderry School and pointe Shopping Center. 14. The clients listed in paragraph 13 are "protected customers" as defined in paragraph (ill of section 2 of the agreement between CSH and Doherty. 15. csn believes and therefore avers that Steinhart has solicited at least the following clients of CSH: Agco Parts, MBM Services, Ingram Micro, Harrisburg Marriott, Susquehanna Township, Excel Logistics, Lowes, Discovery Schools, ADM Milling, Jack Gaughen, Ray Garver, Dave's IIVAC Contracting, Inc., Central Penn Business School, Carpet Mart and Multifoods Distribution, Inc. 16. The clients listed in paragraph 16 are "protected customers" as defined in paragraph (ii) of section 2 of the agreement between CSH and Steinhart. 17. It is believed and therefore averred that Americhem had knowledge of the covenants set forth in paragraph 9 and the actions of Doherty and Steinhart, and condoned and approved such actions. COUNT I CSH INDUSTRIES, INC. v. GERALD R. DOHERTY BREACH OF CONTRACT 18. Paragraphs 1 through 17 are incorporated fully herein by reference. 4 19. Under the Employment Agreement, Doherty obligated himself to the terms set forth in paragraph 9 ~herein. 20. Plaintiff performed all its duties and obligations under the Agreement. 21. Doherty has breached such Agreement by: a. engaging in, as an employee of Americhem, a business activity competitive with CSH within two (2) years of termination of the Agreement and within one (100) miles of Harrisburg. b. soliciting "protected customers" ~Iho were doing business with CSH at the time of Doherty'S employment with CSH, and accepting the business of such entities and individuals. c. assisting Defendant Steinhart in business activities ~/hich are prohibited under Steinhart's Agreement \~ith CSH. 22. Due to Doherty'S actions, CSH has suffered, and continues to suffer irreparable harm and damages, in the form of lost profits due to the breach of contract by Doherty. ~IHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for Plaintiff and against Defendant in an amount greater than 'I'Wenty-f i va Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. 5 COUNT II CSH INDUSTRIES, INC. v. MARK W. STEINHART BREACH OF CONTRACT 23. Paragraphs 1 through 22 are incorporated fully herein by reference. 24. Under the Employment Agreement, Steinhart obligated himself to the terms set forth in paragraph 9 therein. 25. Plaintiff performed all its duties and obligations under the Agreement. 26. Steinhart has breached such Agreement by: a. engaging in, as an employee of Americhem, a business activity competitive with CSH within tWO (2) years of termination of the Agreement and within one (100) miles of Harrisburg. b. soliciting "protected customers" who \~ere doing business with CSH at the time of Doherty's employment with CSH, and subsequent to his termination and accepting the business of such entities and individuals. c. assisting Defendant Doherty in business activities which are prohibited under Doherty's Agreement with CSH. 27. Due to Steinhart's actions, CSH haD suffered, and continues to suffer irreparable harm and damages, in the form of lost profits and income from sales. (; IIIIEREFORE, CSH Industries, Inc. respnctfully requests ~his Honorabl~ Court enter judgment for Plaintiff and against Defendant in an amount greater than ~~enty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT II I CSH INDUSTRIES, INC. v. GERALD R. DOHERTY TORTIOUS INTERFERENCE WITH A BUSINESS RE~\TIONSHIP 28. Paragraphs 1 through 27 arc incorporated fully herein by reference. 29. The clients contac~ed by Doherty, set forth herein, were current and ongoing clients of CSH. 30. Doherty's contact ~Iith ther,e clients was for the purpose and intent of causing financial harm to CSII. 31. Doherty possessed no privilege or justification for his acts. 32. Dt:e to Doherty's actions, CS!I has suffered financial harm and damage due to its loss of profits and revenue previously generated by these protected cllstomers. IVHEREFORE, CSI! Industries, Inc. respectfully requests ~his Honorable Court enter judgment for Plaintiff and against Defendant in an amount greater than 'l"lenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. 7 COUNT IV CSH INDUSTRIES, INC. v. MARK W. STEINHART TORTIOUS INTERFERENCE WITH A BUSINESS RELATIONSHIP 33. Paragraphs 1 through 32 are incorporated fully herein by reference. 34. The clients contacted by Steinhart, set forth herein, were current and ongoing clients of CSH. 35. Steinhart's contact with these clients was for the purpose and intent of causing financial harm to CSH. 36. Steinhart possessed no privilege or justification for his acts. 37. Due to Steinhart's actions, CSH has suffered financial harm and damage due to its loss of profits and revenue previously generated by these protected customers. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for Plaintiff and against Defendant in an amount greater than ~lenty-five Thousand ($25,000.00) Dollars plus costs, and all other relief deemed fair and equitable. COUNT V CSH INDUSTRIES, INC. v. ~~ERICHEM INTERNATIONAL TORTIOUS INTERFERENCE WITH A BUSINESS RELATIONSHIP 38. Paragraphs 1 through 37 are incorporated fully herein by reference. :I 39. The acts of Doherty and Steinhart, set forth herein, were committed as agents, employees and representatives of Americhern. 40. The acts of Doherty and Steinhart, as set forth herein, were authorized, aided and abetted by Arnerichem. 41. The clients con~acted and solicited by Arnerichem's agents were current and ongoing clients of CSH. 42. The actions of Doherty and Steinhart were done with Americhem possessing knowledge of the Agreement between them and CSH, and with knowledge that the customers solicited by Doherty and Steinhart were current and ongoing clients of CSH. 43. The actions of Americhen's agents, employees and representatives, and Americhem, were done with the purpose and intent of causing financial harm to CSH. 44. Americhem possessed no privilege or justification for its actions, or the actions of its agents, employees, and representatives. 45. Due to Americhem's actions, CSH has suffered financial harm and damage due to its loss of revenue previously generated by these protected customers. WHEREFORE, CSH Industries, Inc. respectfully requests this Honorable Court enter judgment for Plai~tiff and against Defendant in an amount greater than Tvlenty-five Thousand ($25,000.00) Dollars plus costs, and all ether relief deemed fair and equitable. 9 COUNT VI CSH INDUSTRIES, INC. v. GERALD R. DOHERTY, MARK W. STEINHART AND AMERICHEM INTERNATIONAL CONSPIRACY 46. paragraphs 1 through 45 are incorporated fully herein by reference. 47. The acts of the Defendan~s set forth herein were done in active concert and conspiracy with each other, their employees and agents. 48. The purpose of the acts set forth herein was to accomplish the common scheme and purpose of causing financial harm to CSH. 49. The Defendants, individually, and as a whole, had actual and constructive knowledge of the prohibited acts committed by all other Defendants. 50. Defendants, individually and as a whole, acquiesced in or ratified the acts of all other Defendants, as set forth herein, thereby directly participating in and becoming liable for such acts. 51. Defendants' actions, as sP.t forth above, were done in an unlawful manner and/or by unlawful means. 10 .r I Industries .......... tI /nIAIItW 1IIId~ ~ EMPLOYMENT AGREEMENT 'l1IIS ~1IMENT AGIlI:EMJ!:Nl' (It ApwmODt'') II made u or . 1"5 IIId II by lad betweea GBRALD R. DOUKl'1l ("Employee'') ud CSR INnDR- 1'1UES, me., I PawyI,...1a corporation ("Collpaay"). Compaay ilia tb bullnea or whalenle aDd refall laI~ Ind dbtrtbutlon Dr Jlnl- tolia1 lad IndlJltrlal IUppllet, equlplleat, chemlcab, piper, tralDlDg, plalllllnl lad l:ODlaltlnc. WITNESSETH: WRJI'.D'II!.l'l, company dell... tD _PI' the I.mell ~ _plo)'lll.at otEmplo)'lXl, IIId Employee II trlDlq to ICCept employmellt by Company oa I fall time bull lor 11Im period azul upon the term lad coadltlou .crdnafter let forth. NOW, TRv.1O:fORE. In coallderatloD of tho longolDC prembel IIId the annual coVeIllnb herebl coatalned, lUId Inttad!1II to be IeplJ,y boaad hereby, the putlea hereto Itp'ee to I' toUoWllI L ~re Ormr-ItlOlIr Employee rccoenlzellDd Idmowledllel thlt COllpany" trade _ref. I.d CIIttOmer lilt. u till)' ubt Inm dlao to time aDd aOllllabUc Informltlon coneenaml Ita .emeel, motlaod. of operatlaa, technical InIormatioa ...d proemea, Inventloa., Id.... producu, rpecmcatloal, trade ..crell, formuIao, prlclul ...d bleb, eadom.n ud..1M IctMtfes ..d procctllQ'Cl (the "Proprlcta'7 IarormatlDD") Ire 'tala able, .pedalllld unique well of Compan)', ICCeu to and bowledle 01 whleb Ire euentlal to tile performlacc of Employee'. datlel Jaercuader. In II&bt of tho hfPly CODlpetiUvt utun .r tlat Iadwtry ID wIIkh Colllpall)' coadaca Ita ballDell, Ellpluycc llfeCII that .\1 Proprietary lIaformltloa heretorore or In the future obtained by EIIIployee U I renlt of Employee'. wodatlon with CampiII)' thin be c:oaddercd coafldOlltlaL In reeoBDltloa ottJaIl rIOt, Employ.. 11I'''' thDt,.O loal u the Proprietary Wormatloa doca not otllerwlle become p.bUcly avalJable, Employee will not, dUMa and after the Employm.nt Period, dlIdoIe lay of laeb Proprietary llafonaatlon to lay penon. firm, HrpontloD, Uloelatloa or oth.r .atlty for oy reuoD or parpDlO whataotT,r, dlrccll1 or Indlrectly, eseept In connection wIth the furtheranco of the bUllDeu of Comp..y, Ind Employee wII1 not make ... ollay ProprletlrY IIIformatlon Cor Employee" 01VII purpo'eI or tor the b.Dlm of ,..,. otL.r pll'loa or ,atlty (eltCCpt CampiII)') UDder all3' .,. 2OI4mdtI. Ooutt lAtcIWaIug. PA 1 J'054 ErnWnmlIntlllIy OoIIIdou. CmporI/JDII Ttltphan.: (717) 7eG-5439 Tal FtH: (8001738-54311 FIX: (717) 78e-6788 . ---. .---- 1; . clrcumataacea. Elllployeo further IlrHI that apoll tenaJnatlon or Employee'. ..pIO)'lll'Il' Eaaployco',1Wl CIlI1I onr to Complar IU documeDtl, Plperlt record., 0" computer dlla, dnwfap, Ibtclael, plllll, .pe,cUleatta... mlaullI, mod.... equlpm.1lt, bIlCbIDeI. IInJca. computer dlt.. or otber wrlttea or artPbl, mlterlal wblch cont. or .... dnivtcl &0.. Proprl"lry IatOl1l1ltJUO. Employee 1&rftI that Emplo)'ee .baD have aD proprietary Intereet In ID)' work product ued Dr develoJllll! by Eaap107et IIld IrllllI( Ollt or Employee'. emplo)'llleat with COIDPIIlY. The provleloll' coatafaed lD .blt Bectlon .c apply to Iatona.CIoD 01 Complll)' whk:b It laaIoJolUl to tho Proprietary Wormltlou. 2. PI ,,1Ioa Ir Cemonte OnIlGltall1(r. _IoY"'. Covenlnt, Ia recopl&n .f the hlahly cump.tlClv. llltun ot complDJ" batlPeII, Employee l&n" tbat duriDC the term of thll Aeneme.t (lIIcludlal IIIl)' mouloa CbtreCo) II1d cuatlllullle ror . period ot two (1) yeen thereafter, Emplo)'ee abaD DOt, wlthla olle hu.cJrcd (100) mllQ or .he mwddpal lNa or Ihrriebll.... PWllYlvaala, wlthaat tbe prior wrlftell COlllellt 01 tbe BOlrd or Db'mon of Compall)' (wltJdl COlllCllt ..)' be "ltkheld, delayed or colldlUoned at Company'. .ole dlacrttlon), directly or Iudlrocd,y: (I) 10WI 10 (whether I' III OWJIer, omcer, director, emplOyee, plrlDer, coanltant. Idvllor. qeat, alu ftl'l'UtlIflClv. or oth.rwIM) Ul7111ulaCN letlvftlCl which are or may be competftlve wltla the b.ulleA colldllCCed by Complny or 1\'hlch ml&bt pllce I'.mployee III . comptUq pOlltlon to Complll1 or acquIre or retala 11I1 fIIIudallnfend III 111)' bulla.. whlGh II Dr ml)' be compctltlve with Com pall)'; provided, hewlYer, tblt ownenblp by Employee of 1I0t 1D0re thin five pon:e.t (5%) of tbe O1I1ItIIIdJaI .bara of Rock of 11I1 .uch bmllleu lilted 011 allY Jl.lflolIII .teck UeholO Ibln aof be d_td to DOIl.tltato a YlolattOIl of .lall AlrMblellf; (ll) Ia III)' wI)' ton'ad, lad.ee .11)' individual, ..rponctoll, pamcnhlp or othe.- entlty thea dolDa bwmeu with Company or that bUt wltbln the thclllmmcdlatd)' P..-llal two (1) )'ear period, dOlle bllllaeu wit. Compaay eoDectlvely, tbe "Protected Cuetomo..."). to IfICroalze IIIf bu.ln.. which Ie or may be i:ompelltlYll with the blUlllleu conducted by Comp'uyj (Ill) t. III)' "I)' _tact, eaDv.... .0Udf or acclpt from III)' l'rolcc:ted Cutomer of COlllpllllY III)' blUllaeu wblch II or IIIIY be competitive wltb tho b'dlneq co.dueted by ComplDYi (Iv) rtqueat or Idvfle oy Iadlvldull or complay which It a Protected CDtoBler of Complllylo withdraw, curtan or ealleellay .ucb Protected Caltomer'. bmllleu with Compan)'1 .2. '18' -. ; , (v) aullt aIlf otber perIOD 'a Olllacmlm aDJ b..iDa. actlvltlcl prohibited to Employee .Dder tbb A;reemeatl Dor (,I) indllet or Ittempt to ind.ce lilY illl[lloyee ot Compaay Co (I) 8111111' iD I..,. IctlYUy berebr prohibited to Employee or'(Il) terminlto hIJ or her omployme.t wltla Comp...,.. 5. Iatenll'etlltIMt.. It l.IupreuIJ llDdentoocllDd Icned tbat .Ilhoap Employee .Dd COllp.1Y coDllder the ralrlctlou eellaineclin Sedloa. . I.d 5 above rt~alll. for Cia. PUrpaH at preltnlna lor CompIDy IfllOodwlD and blllhleaa value u . lOinll coDcera, It . filial judlcW dettl'llllDatloll II made by a court Iumag jurbdlctloD tut tile lime or III)' otberl'eltrlcdoa coDtalaed .. SectJoDl of lad S b ID Ulle!lfon:eablo ratrlctto. apIDri Employee, tho pl'OVllloD coal.laIn, ..cb ratrldloa uall DOt be readerecl void but mall ho doomedlUDlllded to apply u to mch m.......llm Clme and territory IDd to .ueb oth.r nt..t u IIlch court may Judlel.llly determine or indleaee to be l'UIoaable. Alteraatively. If Cia. eellri ref.rred Co abovo fbub thlC aDJ reatrlctlou CODtliDecl in BectIo.. .. IDd 5 .. uealon:eable, IIld.och ratrlctlOD c:uaet be ameadeci 10 u to mike It tDlorecable. .uch nndlnl IhaU Dot affect tho eaforeeabWty of Iny 01 the other ratrleflou CODtalned Ibenfu. Tho provlalou of Sectiom . Ill<I S than ID DO reaped limit or .tlaerwll. d.d Ibe obllptlou or Employee WIder other lpoeemeDh with eomplny. .. Remedlee. Employee aclmowlodlet IDd qreeI tb.t Employee'. broach of IDY of the proTldotll of Scctlou .. IDd 5 mlY CIIIIe Imp.rable harm to Comp.ay which may Dot be adequately compcmated by cIamqet. In recopltloo of thll fut, lD the event 01 a breach or threatened broach by Employee .t any of Ibo provbloD' of SectloDl of or 5 Ia.nol It .. agreed tllat, III addll10a to Ita rcmccly It law. COlUplDY IhaI1 be eDUdad ~thoat the .bowlal or Provlal 01 aetDal cI....aa. to immediate eqllll.ble reBet fro.. uy coart ofoollporeat jDI'II4JCdoD In Chefona o(lpecUle performlllce, temporal)' ratnllnlDl order, temporary or penaaneat lajaDctloll or IDJ other eqllllable remedy 1Wblch .IY c... be lvaU.ble. Employee hereby wUvel oy rlpt Employee ...y have to requlre Compaay to poat I boad or otb.r looart". with rcapoct Co or ..cb equitable rdltt 011, lurtller, herebr reloua COIIIJllD1. III omeen, dlmton, empl01001 .nd Ipllll from IIld walva IIIIY dalm tor d,m'le which Employee IDlIbt ban aplult them with reaped to Compall1 obfalnr~ In lood faith, lilY equitable reDel punaw to thb AerHlllent. Ja the event 01 aay mch brelch, at tbe e1eet101 01 COllpany. all riPfJ .1 Employee DDder tbIJ A&reemeat hereof, ueopt rlgbfJ which . "tlnd or CcrmlDaCecI employee ma" ban allder IUl)' Beaent Plan, Ib.n thereupon termlDalc. NothlnC Iiereln CODtalDed .ha11 be conalruecl u prohtblduc: Comp.ny from pumdq IDY other remedlOl lvaUabIe to II lor .ach broada or threatened brelch. 5. fknovIval orb............ llha..CIoIIL Employ... obllgaCloD' wader Cia" AcrcemcaC .hallaul'YiYe the tenIlla.llOIl or Employee'. employmeat Mth Comp.ny <whether mch CermlDltloD II vobmtar)' or IavolUlllary, wltll or wltbout CIDle) .Dd bo In addltlo. Co IDch otber dutlOl a.d retpoDllblUlIet whlcb ItDerllly pertain to Employee' polllloD with -3- .. . . , CompIDY orwblelllDl1 bo Ullptcl to Employea IrDm timo to time, 'Wblcll arlll from ID1 other doCIIDlut or qreomut, or which are lmpoaed by I.w or eqlllty. '" TIaInIPuttr Anr- ..... Employ.. repiaeuta ad WarrlDta Ill.. ItmploJ.. II Dot, u ole'" dltl lIereof, a party to 11I1 otller qreemlllt .ad II 1I0t lIIICIer .ny obllptloa to . tblnl pIIrty which will "terlen wltll Employee'. abWty 10 perlorm Employ.... oblJaltfODl aJldor thb Ap'eement IDd. fartker, eoVOlIIIItI tb.t, dllrlq thl tena hereof, lDcludlDc any IDd all atemIoDl thereto, EmplaJee wDI Dot become a party to lOch III qreemut 1I0r become obUptod to all)' .lIch.thIrd PIl11. 'I. ~- AD aotloot, dCIIIIDlUaad olber co_a.leatlo.. which arc nqulmllu be cJvCID to or made by any party tl the other la COlIDecttOD with We Employmont Ap'eemlllt WIll be III wrICtIICo wW be deelled to uw boea ctvu wilen potted by eertlIIed or ncbtenclllllO or whu recelpt by. coulor upreu, tele8nm. cable, lela nr 'aeelmlle hu beeD ackaowledpd to the 101lowlDi .ddl'Oll: If to Employee: Gerald R. Doherty 559 AberdeeD Road. #11 1I.1I..lu1hto'll'1l, PA 17W If to CO.puyl CSB I.dmtrlea, lac. JDIua W. Stili. General Maaqcr 203 LJllDdalo Court Med1u.IOIburg, fA 17055 L M1p....." TIdI ApMm..t .boD Dot be aulpablo by eltber pariJ osccpt by ComPIII1 to .ay lOeceaor In Intenll to ComPIIlY" bulaCUI pmJdecl that DO IIIc1a IIIIpDleat mall nlleve Complay Irom III obUpUoDl undor tIIII A...-nOllt. ,. 8-tIre ~t. ntJ IDatrumut CllltaIDI tile qnemOllt of tbo partle:a rdatIDl to tile aabjoot .Itter h.root. IlIc1 aupMVd.. aU pl't9lou lID1otlatlODl, rtpreltatatlo.... commltmlllft, writlap and .pme.... Thla AlI'IOmlllt III)' Dot bo 1I'aJvecl, ehaqed, lIIod1Ded, exteDded or dflWl1ed onDy but 01111 by ID .pmeDI III wrlUuc, Ilped by tho party apbut whOIl ..rom.ent of.ny IDcll waIYer, dwaae. modUleatloa, ateDllo. or dllchar&e II lOopt. The waiver by any party of a broach of lilY provlallD of thb AlftIlIIIent by aay other will DOt opIrat. or be llOIIIlrIltcl U I waiver or aay aub.tcqunt breach by lUeh other party. .... Industries ~.n."1n IndJstrW WId .MnItorW Supplla EMPLOYMENT AGREEMENT TIDS EMPLOYMENT AGREEMENT ("Agreement") b made as of Octobcr 18, 1995 aDd Is by and betweeu MARK W. STEINlIART ("Employee") and CSO INDUS- TRIES, 1Ne., a Peunsylvanla corporation ("Company"). Company b In the business of wholesale and retail sales and distribution 01 Jani- torial and Industrial supplies, equipment, chemicals, paper, training, plannlug and consultlDg. WIT N E SSE T H: WHEREAS, company desires to engage the services and employmeDt of Employee, and Employee b willing to accept employment by Company on a full time basis for such period aud upon the terms and conditions hereinafter set forth. NOW, TIlEREFORE, in consideration of the loregolng premises and the mutual coveuaDts herein coutained, and Intending to be legally bouud hereby, the parties hereto agree to as follows: 1. Disclosure ofJnformation. ElUployee recognizes and acknowledges that Company's trade secrets aud customer lists as they exist from time to time and non-public Informatlou concerning Us services, methods of operatloD, technical InformatioD and processes, Inventions, Ideas, products, specifications, trade secrets, formulae, priciug and bids, eustomen aud sales activities and procedures (the "Proprietary Information") are valuable, special and unique assets of Company, access to and knowledge of which are essential to the performance of Employee's duties hereunder. In light of the highly competitive nature of the Industry in which Company conducts Its business, Employee agrees that all Proprietary luformatlon heretofore or In the future obtained by Employce as a result 01 Employee's association wUh Company shall be considered confidential. In recognition of this fact, Employce agrees that, so long as the Proprietary Information does not othenvlse become publicly available, he will uot, during aDd after the Employment Period, disclose Iny of such Proprietary Information to any penou, firm, corporation, associatlou or other entity for any rcason or purpose whatsoever, directly or Indirectly, except In connectlou wUh the furtherance of the busiDesS of Company, and he will not make use of any Proprietary Information for his own purposes or for the benefit of any other penon or entity (except Company) under any circumstances. Employee further -1- 203 LynndaJe Court Mechenlcsburg, PA 17055 Environmentally Conscious Corporation Telephone: (717) 766-5439 Toll Free: (800) 736-5439 Fax: (717) 766-5789 agrees that upou termluatlon of his. employment he shill turn over to Company all documeuts, papen, records, flies, compulcr dlses, drawings, sketches, plans, speclficallons, manuals, models, equipment, machines, devices, computer data, or other wrlllen or graphic material which coutaln or are derived lrom Proprietary IDlormafloD. Employee agrces that hc shall have uo proprietary Intcrest In any work product used or developed by Employee audJlrlslng out of his employment with Company. The provisions contained lu this Section 4 apply to lufol"IDatlon of Company which Is analogous to the Proprietary Inlormaflou. 2. Preservation of Comorate OOPOrtunltv. Ernnlovee's Covcnant. In recognition 01 the highly compeflflve nature of company's busluess, Employee agrees that during the term 01 this Agreement (Ineludlng auy extensloDs thereto) aud contlnulug for a period of two (2) yean thereaftcr, Employee shall not, wlthlu one hundred (100) miles 01 the muulclpal area of Harrisburg, Penusylvanla, without the prior wrlllen CORSent 01 the Board of D1recton of Company (which conscnt may be withheld, delayed or condllloned at Company's sole discretion), directly or Indirectly: (I) eugage lu (whether IS an owner, officer, director, employee, partner, consultaut, advisor, ageut, sales representative or otherwise) auy business activities which are or may be competitive with the busluess conducted by Company or which might place hloi In a competlDg posltlou to Company or acquire or retain aDY flnaDcla1 Interest In Iny business which Is or may be competlllve with Company; provided, however, tbat ownenhlp by Employee 01 not more than five percent (So;.) of the outstandlDg shares of stock of auy such busluess listed ou any natloual stock exchange shall not be deemed to constitute a violation of tbls Agreement; (II) In aDY way contact, Induce any Individual, corporation, partnenhlp or other entity theu doing business with Company or that has, within the then Immediately precedlug two (2) year period, done buslDesS with Company collectively, the "Protected Customen"), to patronize any business which Is or may be compefltlve with the business conducted by CompaDY; (III) lu any way cODtact, canvass, solldt or accept from any Proteeted Customer of Company any business which Is or may be competitive with the busluess conducted by Company; (Iv) request or advise any Individual or company which Is a Protectcd Customer of Company to withdraw, curtail or cancel any such Protccted Customer's business with Company; -2- (v) aulsl any other penon In' engaging In any buslnw aetlvltles prohibited to Employce under this Agreemeutj nor (vi) Induce or attempt to Induce any employee of Company to (I) engage In any activity hereby prohlbltcd to Employee or (11) terminate his or her employment with Company. 3. latemrdatlon. If Is expressly undenlood and agreed tbat although Employee and CompaDY eonslder the reslrlctlons coutalued ID Sections 4 and 5 above reuonable lor the purpose of preserving for Company Its goodwill and buslnw value u a golug concern, If a final Judicial determlnltlon Is made by a court having jurlsdlctlou that the time or any other restriction contalncd In Sectlous 4 aDd 5 Is an uueufon:eable restrict Iou against Employee, the provlslou contalnlDg such restriction shall not be reDdered void but shall be deemed amended to apply as to such mulmum time aud territory and to such other exteut u such court may Judicially dctermlue or Indicate to be reuouable. Alternatively, If the court referred to above finds that any restriction contained lu Sections 4 aDd 5 Is uueuforceable, aDd such restriction cannot be amended so u to make It enforceable, sueh flDdlng shall Dot affect the enforceab1l1ty of any of the other restrictions contained therelu. The provisions of Sections 4 and 5 shall lu uo respect limit or otherwise affect the obligations 01 Employee under other agreemeuts with Company. 4. Remedies. Employee acknowledges aud agrees that his breach of any of the provisions of Seetlons 4 aud 5 may cause Irreparable harm to Compauy which may not be adequately compeusated by damages. In recognltloD of this fact, lu the event of a breach or threatened breach by Employee of any of the provisions of Sections 4 or 5 hereof It Is agreed that, In addition to Its remedy at law, compaDY shall be entitled without the showiDg or proving of actual damages, to Immedllte equitable relief from any court of competent Jurisdiction In the form of speclfle performance, temporary restralulng order, temporary or permlneut Injunction or auy other equitable remedy which may then be available. Employee hereby waives any right he may have to require CompaDY to post a boud or other seeurlty with respect to any such equitable relief aud, lurther, hereby releases CompaDY, Its officen, dlrecton. employees aud ageuts from aud waives auy claim for damage whleh he might have against them with respect to Compauy obtaining, In good laith, auy equitable relief punuant to this Agreemeut. In the event 01 any such breach, at the election of Company, all rights of Employee under this Agreemeut hereof, except rights which a retired or terminated employee may have UDder any Benefit Plan, shall thereupon termlDate. Nothing herein contained shall be construed u prohibiting Compauy from punulng any other remedies available to if lor such breaeh or threateued breach. 5. Survival ofEmnlovee's Oblil!atlons. Employecs obligations under this Agreement shall survive the termination of Employee's employment with Company (whether such termlnatloD Is voluntary or Involuntary, with or without Cause) and be In addition to such other duties and responsibilities which generally pertain to his posltlou with -3- ~ ... ('.; ~ .,. 0 - U.I. . t.':...'; W' ~-,.: I..~' :'l' ~ ~~.' Co.. r1::.:i ~)1 : . .' f....' :-:~ (i f.v-" N 1'.- . .... JJl_ f -~:~ EEL" ~.! t.<~. IJ "L : ""4.. r... -. =;'-~ l'. r- ::) 0 .:n U :>0- p- ...;'~ 1- Ulr! ( "l.... [~l . ct:r".:' 2' . ,- :.1' l~t~- 11:" f ~. OJ. U O. .:J [:: .-,: :.)~s '..' ~.' c.,"'; ... U:: ~ '_~ ~;'_J () '-,' ': ';:~ : :id . :", "I c, .._~ :..:, ....; r- 0' :-:~ U u ~ a: 1: If .. ol::S UWZ z~~ 0 ffiQ~ ; 5~il olluw :el)Jll:. i=:' ~.CI .. :z:za: t::. Clo:! z~1D ZC'oIl!! z a: :! a: u ~ :z: >. Co 0 U - U U - - 0 U '0 c: " U ::I .:: " -0 - u 0 .c u 0 u - - ... .:a Q .c:'O - u ~e ;::~ u c: u ._ - , , >..~ .E .c - . u 0 ~ .. - u u c: .c: -= - 9 ~ ;;: c f .~ CSH Industries. It is further denied that these clients, as alleged in Paragraph 13 of Plaintiff's Amended Complaint, were ever clients of Plaintiff CSH Industries. 14. The averments contained in Paragraph 14 of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later jUdicially determined the response is so required, the averments contained in Paragraph 14 of Plaintiff's Amended Complaint are denied. 15. Admitted in part, denied in part. It is admitted that Defendant steinhart had contacted some of the clients listed in Paragraph 15 of the Plaintiff's Amended Complaint. It is denied that these clients are the exclusive clients of CSH Industries. It is further denied that these clients, as alleged in Paragraph 15 of Plaintiff's Amended Complaint, were ever clients of Plaintiff CSH Industries. 16. The averments contained in Paragraph 16 of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later jUdicially determined the response is so required, the averments 5 20. The averments contained in Paragraph 20 of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later judicially determined the response is so required, the averments contained in Paragraph 20 of Plaintiff's Amended Complaint are denied and strict proof thereof is demanded at the time of trial. 21. (a) The averments contained in Paragraph 21(a) of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later judicially determined the response is so required, the averments contained in Paragraph 21(a) of Plaintiff's Amended complaint are denied and strict proof thereof is demanded at the time of trial. (b) The averments contained in Paragraph 21(b) of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later judicially determined the response is so required, the averments contained in Paragraph 21(b) of Plaintiff's Amended complaint are denied and strict proof thereof is demanded at the time of trial. 7 26. (a). The averments contained in Paragraph 26(a) of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later jUdicially determined the response is so required, the averments contained in Paragraph 26(a) of Plaintiff's Amended Complaint are denied and strict proof thereof is demanded at the time of trial. (b). The averments contained in Paragraph 26(b) of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later judicially determined the response is so required, the averments contained in Paragraph 26(b) of Plaintiff's Amended Complaint are denied and strict proof thereof is demanded at the time of trial. (c). The averments contained in Paragraph 26(c) of Plaintiff's Amended Complaint represent conclusions of law to which no response is necessary. If it is later jUdicially determined the response is so required, the averments contained in Paragraph 26(c) of Plaintiff's Amended Complaint are denied and strict proof thereof is demanded at the time of trial. 10 COUNT VI CSH INDUSTRIES. INC. v. GERALD R. DOHERTY. MARK W. STEINHART AND AMERICHEH INTERNATIONAL CONSPIRACY 46. The answers contained in Paragraphs 1 through 45 above are incorporated herein by reference as is more fully set forth. 47. The averments contained in Paragraph 47 represent conclusions of law to which no response is necessary. If it is later judicially determined that a response is required, the averments contained in Paragraph 47 of Plaintiff's Amended Complaint are specifically denied. 48. The averments contained in Paragraph 48 represent conclusions of law to which no response is necessary. If it is later judicially determined that a response is required, the averments contained in Paragraph 48 of Plaintiff's Amended Complaint are specifically denied. 49. The averments contained in Paragraph 49 represent conclusions of law to which no response is necessary. If it is later judicially determined that a response is required, the averments contained in Paragraph 49 of Plaintiff's Amended Complaint are specifically denied. 17 throughout Plaintiff's Amended Complaint was entered into between Plaintiff and Defendant steinhart and Defendant Doherty subsequent to their employment. At the execution of the alleged contracts, as attached to Plaintiff's Amended Complaint as Exhibit "A" and Exhibit "B" respectively, no additional consideration was granted to Defendant steinhart or Defendant Doherty in return for executing such. 58. Counts I and II of Plaintiff I s Amended Complaint are barred as a result of want or failure of consideration. 59. Defendants believe, and therefore aver, that Plaintiff CSH Industries has failed, or refuses to, contact some of the clients/customers as listed in Paragraphs 13 and 15 of Plaintiff's Amended Complaint. Plaintiff's failure to contact and/or solicit business from these customers precludes any claim Plaintiff might have against Defendant for business activities involving such clients/customers under the doctrine of estoppel. 60. Many of the customers/clients approached, and contacted by Defendant Doherty and steinhart, are known to conduct business with several different supply entities. 20