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LELAND I. GILLETTE and
JUDITH C. GILLETTE,
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v.
NO. 97-3694
VAL-PAK DIRECT MAIL PROMOTIONS
OF MARYLAND, INC. and
R. GORDON BRUNNER,
CIVIL ACTION - LAW
Defendants
JURY TRIAL DEMANDED
DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFFS' COMPLAINT
1. Plaintiffs Leland I. Gillette and Judith C. Gillette
("Plaintiffs") commenced this action against Defendant Val-Pak
Direct Mail Promotions of Maryland, Inc. ("Val-Pak"), and R.
Gordon Brunner ("Brunner"), by Writ of Summons on or about
July 8, 1997.
2. On or about August 15, 1997, a Complaint was filed in
this Court.
3. Although a copy of both the Writ of Summons and the
Complaint have been forwarded by first-class mail to counsel for
Defendants, neither pleading has ever been served pursuant to the
Rules of Civil Procedure. and counsel for Defendants do not have
authority, and have not accepted service of the Writ or
Complaint.
4. The Complaint alleges that Defendants breached a
franchise agreement with Plaintiffs; intentionally interfered
with the contractual relationship between Plaintiffs and Val-pak;
and seeks recovery for unjust enrichment.
5. As set forth below, even if the facts alleged in the
Complaint are assumed to be true, no valid causes of action are
stated, and the Complaint therefore should be dismissed.
COUNT I - DEMURRER
6. Paragraphs 1 through 5 above are incorporated herein by
reference as if set forth in full.
7. The first count of the Complaint alleges a breach of
contract between Plaintiffs and Defendants.
8, The Complaint alleges that Plaintiffs' marketing of a
"town planner calendar" was viewed by Defendants as a violation
of the franchise agreement between Plaintiffs and Defendants.
(Complaint, ~~13-17).
9. The Complaint alleges that Defendants were aware of, and
tacitly approved, use of the "town planner calendar."
(Complaint, ~16),
10. The Complaint alleges that Defendants advised Plaintiffs
that Defendants did not consider the use of the "town planner
calendar" to be a violation of the agreement, and specifically
that use of the calendar did not breach the non-competition
clause of the franchise agreement. (Complaint, ~ 18, Exhibit
lie") .
11. The Complaint then avers that Plaintiffs have suffered
damages as a result of Defendants' breach of the agreement, in
that they have lost the franchise, the initial purchase value of
-2-
the franchise, and the current value of the franchise estimated
to be $175,000. (Complaint, "19-22).
12. Plaintiffs fail to allege, however, that Defendants
terminated the relationship, or exercised the right to terminate
the relationship, under the agreement between Plaintiffs and Val-
pak of Maryland, Inc.
13. At most, the allegations of the Complaint, and the
exhibits attached thereto, demonstrate that Plaintiffs and
Defendants were involved in a dispute, and that Plaintiffs and
Defendants had different interpretations of the meaning of the
non-competition clause contained in the franchise agreement as it
applied to Plaintiffs' use of the "town planner calendar."
14. Despite the dispute, the Complaint does not allege that
Defendants terminated the franchise agreement with Plaintiffs as
a result of the dispute over the non-competition clause, and, in
fact, Plaintiffs' franchise was not terminated as a result of the
dispute concerning the non-competition clause.
15. Under the facts alleged in the Complaint, Plaintiffs
have not alleged a breach of an agreement, and therefore the
cause of action for breach of contract cannot be maintained as a
matter of law.
WHEREFORE, Defendants demand that Plaintiffs' Complaint be
dismissed with prejudice, as it fails to state a claim for breach
of contract upon which relief can be granted.
-3-
COUNT II - DEMURRER
16. The Complaint alleges that Plaintiffs and Val-Pak of
Maryland, Inc. entered into a franchise agreement. (Complaint,
'7) .
17. The Complaint alleges that Brunner is the President of
Val-pak. (Complaint, '4).
lB. The Complaint alleges that Val-pak breached the agree-
ment by refusing to abide by the terms of the agreement, and that
Brunner, the President of Val-pak, caused Val-Pak to engage in
the alleged breach of the agreement, (Complaint, ~~19-20),
19. Count II of the Complaint alleges that Brunner
intentionally interfered with the agreement between Plaintiffs
and Val-pak.
20. An action for intentional interference with a contract
may only be asserted against third parties, who are not parties
to the agreement in question. Abel v, American Art Analoq. Inc"
838 F.2d 691 (3rd Cir. 19B8).
21. Defendant Brunner is the President of one of the parties
to the contract in quest~on in this matter, and has no involve-
ment independent of his status as President of Val-Pak,
22. An officer, acting within the course and scope of his
duties, has no liability for alleged interference with a contract
between the corporation and the plaintiff. Cosmas v,
Bloomingdales Bros, , Inc., 442 Pa. Super. 476, 660 A.2d B3
(1995), Nix v. Temple University, 40B Pa. Super 369, 596 A.2d
-4-
1132 (1991), Michelson v. Exxon Research and Enqineerinq Co" 808
F.2d 1005 (1987).
23. No cause of action for intentional interference with
contract is stated under the facts set forth in the Complaint.
24. As a matter of law, Plaintiffs have failed to set forth
the cause of action for intentional interference with contract,
WHEREFORE, Defendants demand that the count alleging
intentional interference with contract be dismissed, as the
Complaint fails to set forth such a cause of action as a matter
of law.
COUNT III - DEMURRER
25. Paragraphs 1 through 24 above are incorporated herein by
reference.
26. Count III of the Complaint contains a claim for unjust
enrichment.
27. Where a contract governs the relationship between
plaintiff and defendant, no claim for unjust enrichment lies.
Durham Terrace. Inc. v. Hellertown Borouoh Auth., 394 Pa. 623,
148 A.2d 899 (1959), Birchwood Lakes Community Assoc., Inc. v,
Comis, 296 Pa. Super. 77, 442 A.2d 304 (1982).
28. Since Plaintiffs assert the existence of a contract
between them and Defendants, no claim for unjust enrichment may
be stated. .I.d,
-5-
34, Under the Pennsylvania Rules of Civil Procedure, proper
service has not been effectuated in this case and the Complaint
should be stricken for that reason.
WHEREFORE, Defendants demand that Plaintiffs' Complaint be
stricken for improper service.
McNEES, WALLACE & NURICK
By
Mic ael R. Kelley,
LD. No. 58854
100 Pine Street
P. O. Box 1166
Harrisburg, PA 17108-1166
(717) 232-8000
Attorneys for Defendants
Val-pak Direct Mail Promotions
of Maryland, Inc. and
R. Gordon Brunner
Dated:~", 1,91
-7-
LELAND I. GILLETTE, and
JUDITH C. GILLETTE
v.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PlaintiffS,
CIVIL ACTION - LAW
NO. ':17- jftJr/r (?~t-,
VAL-PAK DIRECT MAIL
PROMOTIONS OF MARYLAND, INC.,
AND R. GORDON BRUNNER,
JURY TRIAL DEMANDED
Defendant
PRAECIPE FOR A WRIT OF SUMMONS
TO THE PROTHONOTARY:
Please issue a Writ of Summons on the above-referenced
Defendants, VAL-PAl< Direct Mail Promotions 0 Maryland, Inc, and
Gordon Brunner.
Said Defendnats have a principal place of business at 6505
Democracy Boulevard, Bethseda, Maryland.
Date:
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ATTORNEY FOR PLAINTIFFS
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LELAND I. GILLETTE, and
JUDITH C. GILLETTE
v.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
CIVIL ACTION - LAW
PlaintiffS,
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VAL-PAl< DIRECT MAIL
PROMOTIONS OF MARYLAND, INC.,
AND R. GORDON BRUNNER,
JURY TRIAL DEMANDED
Defendant
WRIT OF SUMMONS
TO: VAL-PAR Direct Mail Promotions 0 Maryland, Inc, and Gordon
Brunner, DEFENDANTS:
You are hereby notified that Leland I. Gillette and Judith C.
Gillette, Plaintiffs, has commenced an action against you.
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LELAND I. GILLETTE, and
JUDITH C. GILLETTE
: COURT OF COMMON PLEAS
CUMBERLAND COUNTY
v.
.
.
CIVIL ACTION - LAW
Plaintiffs, :
NO. 97-3694
VAL-PAX DIRECT MAIL
PROMOTIONS OF MARYLAND, INC.,
AND R. GORDON BRUNNER,
JURY TRIAL DEMANDED
Defendant
COMPLAINT
AND NOW, come Plaintiffs by their undersigned counsel and
respectfully bring this action at law, setting forth in support
thereof as follows:
1. Plaintiffs Leland I. Gillette and Judith C. Gillette are
adult individuals residing at 253 West Pomfret street, Carlisle,
Cumberland County, Pennsylvania.
2. Defendant Val-pak Direct Mail Promotions of Maryland,
Inc., ("Val-Pak of Maryland") is a corporate entity with a
principal place of business at 6505 Democracy Boulevard, Bethesda,
Maryland, 20817.
3. Defendant R. Gordon Brunner is an adult individual having
a principle place of business at 6505 Democracy Boulevard,
Bethesda, Maryland, 20817.
4. Defendant Brunner is the President of Defendant Val-pak
of Maryland.
5. Defendant Val-pak of Maryland, is a franchisee of Val-
Pak, Direct Marketing Systems, Inc. ("Val-Pak, Inc."), of St.
Petersburg, Florida.
Defendant Val-pak of Maryland has a franchise territory from Val-
Pak, Inc., consisting of, among other territories, all or part of
the state of Maryland, and portions of central Pennsylvania,
including territories in Adams, Cumberland, Franklin, Perry, and
York counties.
6. Val-Pak, Inc., is a direct mail advertising marketer.
Val-Pak, Inc., prints coupons and other advertising material
inserted in envelopes and periodically sent to households within a
given territory. The franchisee, or sUb-franchisee, is responsible
for developing its own mailing lists, securing its own advertisers
and buyers for the coupons and inserts, and paying to Val-Pak,
Inc., the cost of printing and distributing the materials.
7. On or about December 22, 1982, Plaintiff and Defendant
Val-pak of Maryland entered into a sub-franchise agreement,
consummated in the state of Maryland, A copy of that agreement is
attached hereto as Exhibit A and is incorporated by reference
herein.
8. The agreement was consummated in the state of Maryland.
9. The agreement has been carried out by Plaintiff in the
Commonwealth of Pennsylvania and in Cumberland County.
10. Both Defendants regularly engage in business with
Plaintiff and with other franchisers in central Pennsylvania.
11. Defendant Val-pak of Maryland receives a substantial
2
portion of its revenues from sub franchises performed in
Pennsylvania.
12. On or about May of 1995, Plaintiffs became associated
with Town Planner, the publisher of a community events calendar
containing advertising from area merchants and vendors, distributed
once a year. Plaintiff's Town Planner territory covered Mount
Holly Springs, Carlisle, and Boiling Springs, and Mechanicsburg,
Pennsylvania.
13. In approximately August of 1995, the matter of
Plaintiff's involvement with Town Planner was brought to the
attention of Defendants, who, in turn, brought it to the attention
of Val-Pak, Inc., in Florida. At that time, Defendants and Val-
Pak, Inc., indicated that they did not consider this to be a
competitor within the meaning of 117 and 118 of the agreement
(Exhibit A).
14. In reliance on same, Plaintiff continued to market the
Town Planner calendar in the Mount Holly springs, Carlisle, and
Boiling Springs, and Mechanicsburg, Pennsylvania, areas.
15. On or about May 7, 1997, one Michael P. Bentzen, an
attorney representing Val-pak of Maryland addressed a letter to
Plaintiff and his wife alleging that in their involvement with the
Town Planner, they were in violation of the agreement. The letter
also stated that Val-pak of Maryland will exercise its right to
3
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terminate the agreement unless a satisfactory response was received
by the close of business on May 8, 1997. A copy of this letter is
attached as Exhibit B and incorporated by reference herein.
16. On May 8, 1997, Plaintiffs telefaxed a letter to
Defendants, reminding Defendants that they had been aware of what
Plaintiff had been doing for nearly two years. A copy of this
letter is attached as Exhibit C and incorporated by reference
herein.
17. On May 13, 1997, the said Attorney Bentzen wrote
Plaintiff and his wife a letter indicating that their May 8, 1997,
letter to Defendants was unsatisfactory, and the terms of [his]
previous letter continued to stand. A copy of this letter is
attached hereto as Exhibit D and incorporated herein.
18. Plaintiff is not in default of any anticompetition
provision in the agreement. The non-competi ti ve nature of the Town
Planner has been agreed upon by the parties as established by the
continued business relationship over the years while Defendants
knew Plaintiff was carrying on the Town Planner business.
19. The action of Val-pak of Maryland in refusing to abide
by the terms of the aforesaid December, 1982, agreement constitutes
a material breech of the agreement.
20. Defendant Val-pak of Maryland has been induced to take
its aforesaid action against Plaintiffs by Defendant Brunner.
4
hetween Pl~intiff ~n~ Defen~Ant ~~I-PAk of Maryland, Inc.
WHF.REFORF., PI i'l i nt Iff re,,;pect filii y rp.que";t,, judgment ilqainst
Defen~antR for actui'll dAma~e,,; of S??0.)4q.~n, toqether with
punitive dam~qB";, inters,,;t, an~ ~ORt of suit.
COUNT III
LELAND I. GILLETTE, and
JUDITH C. GILLETTE
'1.
PI~intiffR,
VAL-PAK DIRECT MAIL :
PROMOTIONS OP MARYLAND, IHC., :
AND R. GORDON BRUNNER,
Dpf(>nr1~nt
l'J. parilqr~phR I - i'R "hove ilre incorporated by reference
hr>rcdn.
VI. AR il rr>Rlllt of thp pffortR of Pli1intiff in marketing Val-
f'i1k PromotlonR In thS aRRiqnpd area, Defendants have received the
hr>rIPfit of MI inrr"'lRP in th... 'J"lus of the Rub franchise from the
ilMount pnid, to wit, S'J,'J~n.nn to fnir value of the sub franchise,
to wit, Sl'Ir"nnn.nn, or il n...t 'Jilin of $16r"O<;0.00.
11. It WOllld h" inr>quitill>le to allow Defendants to retain
Illr> vnlllr> of tllr> dfo,'I" of plllint.iff in !luilding the sub
f ,n,,<'I11 "r>.
,
between Plaintiff and Defendant Val-Pak of Maryland, Inc.
WHEREFORE, Plaintiff respectfully requests judgment against
Defendants for actual damages of $220,J49.60, together with
punitive damages, interest, and cost of suit.
COUNT III
LELAND I. GILLETTE, and
JUDITH C. GILLETTE
.
.
.
.
v.
.
.
.
.
Plaintiffs,
.
.
.
.
VAL-PAR: DIRECT HAIL
PROMOTIONS OF HARYLAND,
Aim R. GORDON BRUNNER,
.
.
INC., :
.
.
.
.
Defendant
.
.
29. Paragraphs 1 - 28 above are incorporated by reference
herein.
JO. As a result of the efforts of Plaintiff in marketing Val-
pak Promotiuns in the assigned area, Defendants have received the
benefit of an increase in the value of the sub franchise from the
amount paid, to wit, $9,950.00 to fair value of the sub franchise,
to wit, $175,000.00, or a net gain of $165,050,00,
J1. It would be inequitable to allow Defendants to retain
the value of the efforts of Plaintiff in building the sub
franchise.
7
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Exhibit B
Mr. & Mrs. Lee Gillette
May7,1997
Page 2
to injunctive and other equitable relief. Licensee further agrees that he shall pay
Licensor's cost of enforcing his rights hereunder, including reasonable attorney's fees.
8. Parties hereto agree that in the event of default hereunder by Licensee, Licensor
may immediately, upon written notice mailed to the Licensee at the address set forth
hereinabove, terminate this Agreement.
Your actions, which have been noted by VaI-Pak associates in adjoining territories, also have
included use of the VaI-Pak name and marks outsirle of the territoI)' assigned to you. These matters
constitute serious and material breaches of your agreement with VaI-Pak of Maryland. These actions,
regardless of whether or not your VaI-Pak subfranchise is ternlinated must cease immediately. Failure
on your part to immediately cease and desist from this competitive business will cause Val-Pak of
Maryland to institute legal proceedings to compel your compliance with your agreement. In that
event, the costs of such proceeding will be borne by you.
Please notify Gordon Brunner immediately of your actual cessation of violations of your
agreement and arrange with him compensation for your default. If an adequate response is not
received by the close of business on May 8, 1997, I am advised that Val-Pak of Maryland will
exercise its right to ternUnate your agreement and license to use the Val-Pak name and marks and will
institute proceedings against you to preclude your violation the of the agreement for a period of two
years.
Sincerely,
cc: R. Gordon Bnmn~r
. " ,
Exhibit D
CERTIFICATION OF SERVICE
I hereby certify that I am this day serving a true and correct
copy of the attached Complaint on the following individual by First
Class U.S. Mail addressed as follows:
Michael P. Bentzen
DAVIS AND BENTZEN P.L.L.C.
suite 1075
888 Seventeenth Street
Northwest
Washington, D.C. 20006
Date:
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KENNETH A: WISE, ESQUIRE
10 NO. 16142
126 LOCUST STREET
P. O. BOX 11489
HARRISBURG, PA 17108-1489
(717) 238-3838
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KENNETH A. WISE
ATTORNEY AT LAW
126 LOCUST STREET
P. 0, BOX 11489
HARRISBURG. PENNSYLV ANIA 17108.1489
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(717) 238-3838
TELEFAX (717) 238-3838
July II, 1997
VIA CERTIFIED MAIL P 487 142711
R. Gordon Brunner
c/o Val-Pak Direct Mail Promotions of Maryland, Inc.
6505 Democracy Blvd.
Bethesda, Maryland 208) 7
Re: Leland I. Gillette and Judith C. Gillette v. Val-Pak Direct Mail
Promotions, Inc., and R. Gordon Brunner, Defendants. Cumberland County,
PA, No. 97-3694
Dear Mr. Brunner:
Enclosed please find a certificd copy of the Writ of Summons entered in
this case against Val-Pak of Mmyland and you. This pcrtains to the claim of
Mr.lMrs. Gillcttc for damagcs and othcr relief resulting from Defendant's
violations of the December 22, 1982, Val-Pak agreement.
I am taking thc libcl1y of scnding a copy of this undcr cover of a copy of
this lettcr to your counsel, Michael P. Bcntzcn.
VCIY tlUly YO~lr'S,
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LELAND I. G1LLE'ITE and
JUDITH C. GILLE'ITE.
Plaintiffs
IN THE COURT OF COMMON I'LEAS OF
CUMIlERLAND COUNTY. PENNSYLVANIA
vs.
97-3694 CIVIL
V AL-PAK DIRECT MAIL
PROMOTIONS OF MARYLAND
INC. and R. GORDON BRUNNER, :
Dcfcndants
CIVIL ACTION - LA W
IN RE: DEFENDANTS' PRELIMINARY OBJECTION
BEFORE BA YLEY AND IIESS. JJ.
ORDER
AND NOW, this
I '].. day of Octobcr, 1997. following argumcntthercon. the
preliminary objcction ofthc dcfcndants to scrvicc is SUSTAINED and scrvicc hcrcin is sct asidc.
~ Frycklund v. Way. 410 Pa.Supcr. 347. 599 A.2d 1332 (1991).
BY THE COURT.
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Kcnncth A. Wisc. Esquire
For thc Plaintiffs
_ C"'JJl,..", 1"i.t.~L'.(
Kcvin A. 1 Icss. J.
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Michael R. Kcllcy. Esquirc
For thc Dcfendants
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