HomeMy WebLinkAbout07-1322
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC., IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
Plaintiff, PENNSYLVANIA
V. CIVIL ACTION - LAW
PLEASANT TRUCKING, INC., NO. 0'7 6
Defendant. JURY TRIAL DEMANDED
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim 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 YOU 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, PA 17013
(717) 249-3166
642311.1
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
PLEASANT TRUCKING, INC.,
Defendant.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
NO.
JURY TRIAL DEMANDED
COMPLAINT
NOW COMES Plaintiff, Computer Support, Inc. ("Plaintiff' or "CSI"), by and through
its counsel, Rhoads & Sinon LLP, and files the within Complaint as follows:
1. CSI is a corporation organized and existing under the laws of the Commonwealth
with a business address of P.O. Box 2429, Mechanicsburg, Pennsylvania 17055-2429.
2. CSI is a provider of computer software for the trucking industry.
3. Defendant Pleasant Trucking, Inc. ("Defendant" or "PTI") is a corporation
organized and existing under the laws of the Commonwealth with a business address of 2250
Industrial Dr., P.O. Box 778, Connellsville, Pennsylvania 15425.
4. PTI is engaged in the trucking business.
5. On or about October 26, 2004, CSI entered into a License and Support Agreement
with PTI (the "Agreement"), whereby CSI agreed to license its CSI.Road computer software to
PTI for a license fee of $75,000.00. A true and correct copy of the Agreement is attached hereto
as Exhibit "A."
6. PTI paid the $75,000.00 license fee on or about October 26, 2004.
7. Pursuant to ¶ 3.1 of the Agreement, PTI was obligated to pay an annual charge of
$13,500.00, or eighteen percent (18%) of the license and modification fees, for license and
continuing support services that were provided by CSI.
8. In or about May 2006, pursuant to ¶ 1.6 of the Agreement, PTI requested that CSI
provide additional specialized services. Specifically, PTI requested a version of CST's
Qualcomm Integration Software after reviewing this software at CST's offices.
9. CSI delivered the Qualcomm Integration Software to PTI's offices in or around
December 2006.
10. Thereafter, by letter dated February 9, 2007, PTI informed CSI that it no longer
wished to continue its relationship CSI. A true and correct copy of this letter is attached hereto
as Exhibit "B."
11. PTI has purposefully failed to satisfy the following invoices:
Invoice No. Date of Invoice Description Amount
8790 01/04/07 Annual support fees $13,500.00
8821 01/10/07 Qualcomm software $8,500.00
TOTAL
$22,000.00
2
True and correct copies of the 8790 and 8821 Invoices are attached hereto as Exhibits "C" and
"D," respectively.
12. These invoices were provided to PTI, and CSI has made requests for payment
thereof. However, in light of PTI's letter of February 9, 2007, no payment is likely to be
forthcoming. PTI has failed and refused to satisfy any of the abovementioned invoices.
COUNTI
(Breach of Contract)
13. Plaintiff incorporates the above allegations as though fully set forth herein.
14. Pursuant to the Agreement, CSI provided software, performed services, and
promptly invoiced PTI for all work performed.
15. PTI has not paid CSI for the Qualcomm Integration Software and continuing
support services, and CSI has been damaged as a result.
16. PTI's failure to pay CSI constitutes a breach of the Agreement.
WHEREFORE, Plaintiff, Computer Systems, Inc., demands judgment in its favor against
Defendant, Pleasant Trucking, Inc., in the total amount of $22,000.00, together with interest,
costs, reasonable attorneys' fees, and any other amount this Court deems just and proper.
COUNT II
(Alternative Count - Account Stated)
17. Plaintiff incorporates the above allegations as though fully set forth herein.
18. CSI sent PTI invoices detailing the amount of debt owed by PTI to CSI.
3
19. The invoices accurately reflect the amount due by PTI to CSI pursuant to the
Agreement.
20. PTI has failed and refused to pay the amounts due.
WHEREFORE, Plaintiff, Computer Systems, Inc., demands judgment in its favor against
Defendant, Pleasant Trucking, Inc., in the total amount of $22,000.00, together with interest,
costs, reasonable attorneys' fees, and any other amount this Court deems just and proper.
COUNT III
(Alternative Count - Promissorv Estoppel)
21. Plaintiff incorporates the above allegations as though fully set forth herein.
22. As set forth above, PTI promised to pay CSI for Qualcomm Integration Software
and continuing support services.
23. CSI substantially performed all of its contractual obligations to PTI and has
delivered to PTI proper invoices for payment.
24. It was reasonable for PTI to expect that its promise to pay for the Qualcomm
Integration Software and continuing support services would induce CSI to provide the software
and services requested.
25. CSI did, in fact, rely on PTI's promise to pay.
26. PTI has benefited by failing to pay CSI $22,000.00.
27. Injustice will result if PTI's promise to pay CSI is not enforced.
4
WHEREFORE, Plaintiff, Computer Systems, Inc., demands judgment in its favor against
Defendant, Pleasant Trucking, Inc., in the total amount of $22,000.00, together with interest,
costs, reasonable attorneys' fees, and any other amount this Court deems just and proper.
Respectfully submitted,
RHOADS & SINON LLP
By:
odd J. Shill
John R. Martin
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
VERIFICATION
Fred Nichols, deposes and says, subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn falsification to authorities, that the facts set forth in the foregoing Complaint are true
and correct to the best of his knowledge, information and belief
Fred Nichols
President, Computer Support, Inc.
Dated: 03/06/07
Exhibit "A"
642311.1
CSF(NI
C0 1 WPUTVA SUPPORT, INC.
October 25,2004
Mr. John Morrow Sr.
Pleasant Trucking
2250 Industrial Drive
Connellsville, Pa. 15425
Dear Mr. John Morrow Sr.:
P.O. Box 2429
Mechanlcsburgo PA 17059
Telephone (717) 681-6707
Fax (717) 691.7303
Ema112 thicholsQaslroad.com
Thank you for the opportunity to demonstrate CSI.Road software applications. My proposal for
the applications listed is enclosed.
The software applications and respective investment are:
CSLRoad: 575,000
1. Core Applications:
Order Entry, Dispatching, Freight Billing, Driver Settlement, Fuel & Mileage.
2. Accounting:
Accounts Receivable, Accounts Payable, Payroll, General Ledger
3. Training (at CSI offices)
Two weeks
4. Data Conversion
Customer, Equipment, and Driver Master files
CSI personnel are also available for computer related consulting services such as: data
conversion, application modifications, or integration with other business applications.
Sincerely,
F. R Nichols
Page I of 17
(NI P.O. Box 2429
CSF Maohanlcsburgo PA 17055
Tolaphana (717) 691.6707
COMPUT?'R SUPPQRTV IN& Fax (717) 691.7303
Email: iMahols4"Iroad.+com
Recommended Computer Hardware
• Contact local hardware integrator for a Windows NT 4.0 or windows 2000 (or later ver, don)Server, network
LAN/WAN, and computer hardware installation including all operating software. For remote access (WAN)
we recommend Citnx metaframe terminal server configuration or a Terminal Server configured to utilize
Terminal Services Web Connection.. Frame Relay, ISDN, Dedicated lines and an Internet communication
options; selection of which will impact application response from user's perspective.
• PC's: Pentium series with 128meg of ram is recommended
• Dedicated DUAL processors 1 Gig or higher.
Dual processors allow requests to be processed faster (read & write) the dual processors allow SQL to handle
the requests better. If your choice is to go with one processor, please make sure you can upgrade your server to
two processors in the future. 1 gig of RAM. Make sure the server allows you to increase your memory in the
future. Multiple hard drives for the data using RAID 10 configuration. The actual data a written and mirrored
to these drives. Depending on the size consider "file group" structure.
• Network : Switchable Hubs
These will reduce your network traffic. CATS cable to support 100 megabit.
Network cards should be 10/100
• Monitors: Recommend 17" SVGA monitors.
• Printers: Laser printers are recommended for majority if printing. If delivery receipts are multiple part forms,
we recommend Okidata series of dot matrix printers.
• Communication: Internet accesses to SQL is required to obtain assistance from CSI. Internet accesses to
SQL is required to obtain assistance from CSI, and for online training purposes a terminal server utilizing
Terminal Services Web Connection to allow shadowing.
• Operations Software: Microsoft SQL 7 or 2000. Windows 98 or Higher, Crystal report writer if you want to
generate reports or access current CSI.Road reports. Terminal server in WAN setup.
Note:
(1) Dell servers are very popular
(2) CSI Personnel do not normally provide hardware or operating software support services. Any support
provided by CSI staff will be charged at year contracted rate.
(3) Verify your network integrator or hardware supplier are "Microsoft certified"
(4) At least during initial setup subscribe to Microsoft's premier support plan.
Page 2 of 17
n P.O. Box 2429
CW( W Mechanloamrg, PA 170se
s Telephone (717) 691-6707
COIMPi/TER SUPPORT INC. Fax (717) 691-7303
Emall: fnlaholoMmiroad.com
Selection &Implementation
1. Assemble a team of employees who are responsible for the successful implementation of
software applications.
2. Define 6 major business objectives to be accomplished by installing new system. Quantify
the objectives by "net improvement" and their respective timeframe so they can be measured
and used as benchmarks.
3. Signed Contract and Down Payment
4. Delivery of software and documentation"
5. Training's
A. System Overview and Assistance in development of Implementation Plan.
Up to ten day session at CSI Offices (1) We recommend that a minimum of two-five
people attend. The goal of training is to understand system flow, entering master file
information, and processing historical transaction records through system.
B. At Pleasant Trucking Offices users should:
Continue to enter/edit master file records and process transactions to emulate
normal business operation. This process should take 4-8 weeks. During this
process
CSI customer service reps are available for telephone support during normal
business hours and when needed can "shadow" users via the internet (1)
Users should process at least one week's of representative transactions through the
system during this timeframe and prior to going live.
6. Going Live (customer's decision and control), usually 6 to 18 weeks after system
overview of 'Core' system.
" Scheduled on receipt of signed contract and down payment.
(1) Service included as part of license fee.
Page 3 of 17
CSF(NI
COMPUTER SUPPORT, INC.
Attn : Mr. John Morrow Sr.
Pleasant Trucking
2250 Industrial Drive
Connellsville,Pa. 15425
EW01CE # 1349
P.O. Box 2439
Mechanicsburg, PA 17055
Telephone (717) 681.6707
Fax (717) 091-7303
Email: inicholsfoalroad.com
Applications: As referenced in this cover letter
CSI.Road
Items Referenced on page # 1
Payment due (601/6) with signed software license agreement: $75,000.00
Due date: With signed contract
Forward remittance, (Payable to Computer Support Inc), to:
Attn: F. R. Nichols
Computer Support Inc.
54 West Main Street
Mechanicsburg, PA 17055
Page 4 of 17
CW(V P-0. Beat 2429
Me+chanlosburso PA 17055
Telephone (717) 691-6707
??/P?Rr ENG. Fax (717) 691-7303
Emall: tnlcholsfcslroal.com
CONTINUED SUPPORT PROGRAM
Effective 30 days after hive transactions are processed within "core" applications of
CSIRoad
Consists of the following services:
Telephone Support: Users contact CSI personnel via telephone or modem to resolve concerns
with licensed applications during normal business hours (SAM-5PM Eastern Time),Monday
through Friday. After hour service program available at hourly rate of $125, minimum charge,
$100 per call.
Free Upgrades: Upgrade licensed applications to current CSI software releases.
In those instances customer begins We nrmning without hnsining, nampel nrocessina_ or
continued somwrt nroeram as described, an support provided is billed at the contract d
ragn hour rate.
Software Modifications
CSI will do modifications on request. The signed form contained in Annex A is required for each
modification requested.
Page 5 of 17
LICENSE AND SUPPORT AGREEMENT
This AGREEMENT (this "Agreement") made and effective as of the day of
2004, (hereinaf ter refwed to as the "Effective Date"} is by and between the PLEASANT TRUCKING
, having a principal place of business at 2250 Industrial Drive, Connellsvill% Pa., 15425
("LICENSEE"), and C.S.I., Computer Support, Inc., a Pennsylvania Corporation, ("C.S.I."), having a
place of business at 54 West Main Street, Mechanicsburg, Pennsylvania 17055 U.S.A.
RECPTALS
WHEREAS, C.S.I. is the developer and owner of certain design, engineering, fabricating, trade
secret, trademark, tradename, applications processing and related intellectual property rights necessary
and useful in the design, production, and applications of a fidl range of software packages and related
material ("1P" rights) used and useful in managing all aspects of the trucking, shipping and related
hwhistries, including its Motor Carriers software applications designated "CSI.Road" (also referred to
herein as the "Licensed Program Materials");
WHEREAS, C. S.I. possesses the fir that engineering and design capability to provide to
LICENSEE, on a regular and ongoing basis, all necessary specialty design and technical support to
enable and assist LICENSEE to install, utilize, customize and manage the Licensed Program Materials,
as well as to develop additional, related systems, and derivatives of existing programs as may be
suitable for deployment m the trucking and common carrier by road industry from time to time;
WHEREAS, LICENSEE is engaged in the business of ftucking, hauling and stripping by road
in USA and within specific areas as serviced on the date hereof through truck terminals , each
connected to LICENSEE'S server located in Connellsville, Pa.;
WHEREAS, LICENSEE maintains, or is capable of developing with the confinrring assistance
of C.S.I, appropriate use of C.S.t.'s Licensed Program Materials in managing LICENSEE'S business
wftent to satisfy its anticipated market demands and schedules;
WHEREAS, C. S.I. desires to provide its full, regular, and systematic support to, and to vest in,
LICENSEE the non-exclusive right to utilize, customize and deploy such software products for use
throughout the Territory; and
WHEREAS, LICENSEE desires (a) to acquire from C.S.I. a license to use the licensed
Program Materials under the terms and conditions set forth in this license and support agreement (the
"license Agr?eenme) and (b) to be supported by the continuing services of C.S.I. in connection with
licensed Program Materials, including the application of know-how, engineering, design and technical
support from and though the C. S.I. staff and fircdities,
NOW THEREFORE, the parties to this Agreement, intending to be legally bound, and for
good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby
agree as follows:
Page 6 of 17
ARTICLE I
LICENSE AND SUPPORT SERVICES
1.1. C. S. 1. will furnish certain program materials and documentation to LICENSEE, and
hereby grants to LICENSEE, and LICENSEE accepts, a nontransferable and nonexclusive
license to use the Licensed Program Materials within the Territory; provided, however,
that such license shall not be deemed to apply to custom applications as may be specified
in Annex A hereto and shall not include release of source codes to LICENSEE, provided
further, that such licensed rights may be transferable or assignable, in whole or in part, by
LICENSEE to such affiliates of LICENSEE, including other subsidiaries or divisions of its
parent, Pleasant Trucking (however described), designated by LICENSEE (such persons
hereinafter referred to as "Sub Licensee's"), subject to the terms and conditions set forth
in Article III below, and that any such Sub Licensee may be entitled to use Licensed
Program Materials as may be requested by LICENSEE and consented to by C. S.I.,
provided further that each such Sub LICENSEE shall execute, and LICENSEE shall
provide C. S.I. with a copy of, a Subscription and Assumption Agreement within 60 days
of its appointment by LICENSEE as a Sub LICENSEE. C. S.I. shall not be prohibited
from granting other licenses in respect of the Licensed Program Materials, or entering into
service agreements in respect thereof or otherwise.
1.2 LICENSEE agrees with respect to the Licensed Program materials to accept the
responsibility for (a) their selection to achieve LICENSEE'S intended results, (b) their
installation, (c) their use, and (d) the results obtained therefrom.
1.3 C.S.I. shall, in consideration of the servicing fees provided for in Article III below, provide
complete and continuing information, research, design and technical support and advice as
may be requested from time to time by LICENSEE concerning the design, refinement and
application of Licensed Program Materials, including the development of C.S.I. standard
and special procedures, for application with Licensed Designs, which procedures shall be
developed by C. S.I. in reasonable response to requests for same by LICENSEE. ff
LICENSEE subscribes to CSI's Continuing Support Program C.S.I. will provide to
LICENSEE all technical upgrades and improvements as CSI may make upon the Licensed
Program Materials from time to time for no additional license fees.
1.4 The applications licensed to LICENSEE are: Referenced in this License Agreement dated the
effective date hereunder covering Order Entry/Dispatching, Freight Billing, Driver Settlement,
Fuel and Mileage Reporting, and usually including: Accounts Receivable/Payable, and General
Ledger as contained in the software system known as CSI.Road.
1.5 C.S.I. expressly reserves the right to determine, in its sole discretion, whether any location
transfer of applications of the Licensed Program Materials or additional computer access
is (a) in support of LICENSEE'S business within the Territory, (b) is otherwise a new site,
(c) is beyond or outside the Territory, (d) is made to an entity (whether an affiliate of
LICENSEE, a third party, or otherwise) and which, in the cases of (b), (c) or (d), use is
therefore not covered by this License Agreement without applying the Sub Licensee
procedures set forth in Article III.
Page 7 of 17
1.6 Specialized services may be provided from time to time by C.S.I. upon request for such
services by LICENSEE or any of its approved Sub LICENSEES. The parameters of any
such requested service shall be clearly set forth by LICENSEE, and may include joint
research and development of custom or specific applications as may be agreed to by C. S.I.
pursuant to such request. By way of example, and not by way of limitation, specialized
services may include computer-related consulting services including data conversion,
application modifications and integration of programs with other related or unrelated
business applications-
Page 8 of 17
ARTICLE II
CHARGES
2.1 The one-time licensing charge for the licensed use by the LICENSEE (30 registered users, of
the above-described licensed program materials shall be $75,000.00,induding any down or pre-
payment previously made.
2.2 Consulting services, including initial operating software setup and/or preparation of cost
estimates for software modifications, shall be paid and payable to C.S.I. for services
requested at the hourly rate of $125 for training and technical services. Travel and living
expenses are also charged as may be required by C. S.I. in order to provide services in the
appropriate circumstances, including for set-up and training work to be performed at
LICENSEE'S premises in Connellsville, Pa., and shall be promptly reimbursed by
LICENSEE upon notice by C. S.I. at the rate incurred. Delayed or withheld payments may
result in application shutdown.
C. S. Fs additional fees (artiele III) commence on the 30a' day after delivery of CSI.Road
to LICENSEE.
It being further provided that personnel of C.S.I. assigned to service the account and
systems of LICENSEE shall be selected at the reasonable discretion of C. S..I. and that
neither LICENSEE nor any affiliate, of LICENSEE shall cause or allow such C.S.I.
personnel to quit employment with C. S.I. and become employed by LICENSEE or any of
its affiliates for a period of two years after the termination of this License Agreement
unless a finder's fee of no less than 501/o of the first 12 months' compensation package for
such personnel shall also be paid to C.S.I. upon such hiring.
2.3 All payments to be made by LICENSEE to C. S.I. under this License Agreement shall be made
to C. S.I. at its offices as indicated in the Notices section of this License Agreement or at such
other location as C. S.I. may notify LICENSEE.
2.4 All references to "dollars" or "$" shall be to lawful currency of the United States.
APPLICABLE TAXES
2.5 In addition to the charges specified under this Agreement, the LICENSEE agrees to pay
amounts equal to any taxes resulting from this License Agr+eeanent, or any activities hereunder,
exclusive of property taxes and taxes based on net income.
Page 9 of 17
ARTICLE III
Additions! FEES
3.1 Annual charge of 18% of license and modification fees for license and continuing support
services provided by C. S.I. The percent quoted is subject to change on an annual basis.
3.2 Additional one time license fees when numbers referenced in Article II 2.1 are exceeded:
$3,000 for each registered user
LICENSEE agrees to keep complete records of all data necessary for the determination and
computation of royalties (number of users) and fwther agrees to permit such records to be examined
from fame to time, after reasonable notice received from C.S.I. during LICENSEE'S normal business
hours, to the extern necessary to verify the validity of said written eports, such examination to be made
at the expense of C. S.I. by accountants designated by C. S.I. and acceptable to LICENSEE.
Page 10 of 17
A. CQNFWENTIALffY: PROPRIETARY RIGHTS IND n ill
4.1 C. S.I. represents and warrants to LICENSEE:
(a) That it owns the entire right, title and interest in and to the Licensed Program
Materials, including, without limitation, the IP rights, and all proprietary rights
therein, free and clear of all liens, known claims, security interests or other
encumbrances;
(b) That neither the Licensed Program Materials, including, without limitation, the IP
rights, nor any of the intended uses thereot will infringe any paw, copyrights,
trade secrets, or other proprietary rights of any third parties (including, without
limitation, any present or former employees, consultants or shareholders of C. S.I.);
and C. S.I. has no reason to believe that any such infringement claims could be
made; and
(c) That C. S.I. and the Licensed Program Materials are Year 2000 complaint in all
material respects.
4.2 LICENSEE and C. S.I. shall each take reasonable and continuing steps to protect the secrecy
and confidentiality of information received (and designated as such by the party with
proprietary interests in such information) under this License Agreement, using the same degree
of care to protect the information that it takes with its own confidential infornabon, and each
will only intentionally disclose the k&nnation to such of its employees or any Sub LICENSEE
as required to use the information or the Licensed Program Materials and only then under an
obligation of secrecy binding upon such employees coextensive with the parties' obligation of
secrecy. Sub LICENSEES chosen to use Licensed Program Materials, or parts thereof for, or
through, LICENSEE will be required to up a non-disclosure a before LICENSEE
may disclose confidential information to Sub LICENSEE. The obligation of secrecy and
confidentiality shall not apply to any information which: (1) is already known to the parry
receiving such confidential information; (2) is or becomes generally known to the public
through no wrongful act of the party charged with protecting such confidentiality; (3) is
received by a party without restriction from a third party, (4) has been or is finished by the
party owning such proprietary interests to a third party without imposing restrictions against
use and disclosure similar to those imposed on the party receiving such disclosure herein; or (5)
must be publicly disclosed by such party pursuant to the requirements of law, judicial process
or govermneatal regulation. This covenant shall continue for a period oftwo (2) years after the
date of termination of this License Agreement.
4.3 Upon the reasonable request of C.S.I., LICENSEE shall assist C.S.I. in a reasonable wary and
at C. S.I.'s cost and expense, in executing such filings, doc umetrts, licenses and actions as may
be required to protect the intellectual property and other rights of C. S.I. in the Licensed
Program Materials within the Territory, and LICENSEE shall take or permit no action as may
compromise or infinge upon such rights of C. S.I. within the Territory or otherwise.
4.4 LICENSEE shall not duplicate, distribute, demonstrate to any third party, nor lend the
Licensed Program Materials without the prior, written consent of C.S.I., which consent, in the
case of affiliates of LICENSEE, shall not be unreasonably withheld.
Page 11 of 17
4.5 The parties recognize and acknowledge that LICENSEE may, in the ordinary course of
LICENSEE'S business, provide its own data or information from time to time to its customers,
and in doing so, may utilize the licensed Program Materials as a means of researci ng or
delivering such data or information, provided, however, that nothing in this Section 4.5 shall in
any way amend, abridge, relieve, excuse or obviate LICENSEE' S obligation with respect to
use, restrictions, treatment and control of the Licensed Program Materials as set forth generally
m this Article IV, and provided further that nothing contained in this Section 4.5 or elsewhere
in this license Agreement, notwithstanding any provision to the contrary, shall create or be
deemed to create, any rights, claims, beaefits, privity, reliances or expectations in any person
who is not a party to this license Agreement either as a third party or incidental beneficiary, or
otherwise. In the event that any third party, without regard to whether such party has been
previously identified to CSI, who shall receive information or data from LICENSEE utilizing
the I. ceased Program Materrials shall bring any legal action, assert a claim or make a flume or
demand of any nature whatsoever upon C. S.I. as a direct or indirect result of LICENSEE'S
use of or reliance upon, the Licensed Program Materials, including as contemplated in this
Se cion 4.5, LICENSEE shall indemnify C.S.I., hold C.S.I. harmless and, at the option of C.S.I.
assume the defense of C. S.I. in any such action or proceeding, or with respect to any such
threat or demand.
B. LBAITED W?
4.6 The Licensed program Materials will perform generally as demonstrated, provided that it is (a)
Operated in accordance with the instructions provided LICENSEE by C. S.I. and (b) used on a
designed, standard, satisfactorily functioning computer in accordance with specifications
provided to LICENSEE by C.S.I.
4.7 C.S.I. makes no represerrtation or warranty, special or general, that the fiurctions contained in
the Licensed Program Materials will meet the LICENSEE'S requirements or will operate in the
combinations which may be selected for use by the LICENSEE, or that the operation will
continue without interruption or error, or that all program defects will be corrected.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR MM.TED, INCLUDING BUT NOT LBMED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR. PURPOSE.
C. LAW-Al-ION OF REMEDIES
4.8 C.S.I.'s entire liability and the LICENSEE'S exclusive remedy shall be limited as follows:
In all situations involving performance or non-performance of Licensed Program
Materials fismished under this License Agreement, LICENSEE'S remedy is (a) the
correction by C.S.I. of program defects, or (b) if after repeated efforts made in good
faith, C.S.I. is unable to cause the program to operate as warranted, LICENSEE shall
be entitled to recover only actual damages to the exert set forth in the following
paragraph and shall in no event include consequential, special or punitive damages.
C.S.I.'s liability for damages to the LICENSEE for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort, including without
limitation, an action sounding in negligence, shalt be limited to a refimd of the one-time
Page 12 of 17
licensing fee actually paid for non-fiinctiomg portion of licensed application and shall
not include airy refund of fees for services actually paid or invoiced in connection with
such non-functioning portion, provided however that such entitlement to refimd shall
be excituave of fees and payments made for services rendered or hardware.
ARTICLE V
TERM OF AGREEMENT; TERMINATION
5.1 Unless earlier to rninated as provided hereinafter, this Agreement is perpetual with the
exception of Continued Support which is automatically renewed annually at the cur at prevafmg rate.
Failure to pay license fees or other invoices when due may result in interrupted operation
of the family of CSIRoad products.
5.2 If at any time either party shall become insolvent, or if any party shall be in material
default of any of its obligations under this License Agreement, or any of such party's
representations or warranties set forth herein shall be determined to be materiaNy false
or incorrect or if formal proceedings shall be commenced to administer either party's
affairs or to liquidate its assets, or, if the ownership of either party as presently
constituted should change in such a way as to materially and adversely affect such
party's ability to perform its obligations under this License Agreement, the other party
may, at it option, and upon or diler the expiration of thirty (30) days advance notice in
writing given to the frost party of its intention to do so (and, in the case the notice is
given for default, if the default is not meanwhile cured), declare this Agreement
terminated by a second written notice to the other party, and thereupon all licenses,
rights and privileges of LICENSEE or Sub licensee's or of C.S.I., as the case may be,
hereunder shall cease, except (a) that the licenses, rights and privileges granted under
Article I hereof shall continue as to all Licensed Program Materials delivered prior to
said termination of this License Agreement, (b) that LICENSEE and Sub LICENSEES
shall have the right to continued use of such Licensed Program Materials without the
benefit of continued service or subsequent improvements not existing as of the time of
such termination and (c) that C.S.I., or its successors and assigns shall, to the extent
permitted by applicable law, transfer and assign all source codes relevant to CSI.Road
to an independent bank, trust company or law fam of its selection which shall retain
such sours codes for the benefit of all C.S.I. LICENSEES.
5.3 No termination of this License Agreement by expiration or otherwise shall release
LICENSEE (or Sub LICENSEE) from any of its obligations accrued hereunder
('including its obligations under Article III to furnish statenients, and to pay
compensation with respect to Sub LICENSEES or rescind or give rise to any rights to
rescind anything done or any payment made or other consideration given to either
party hereunder prior to the time such termination becomes effective.
Page 13 of 17
ARTICLE VI
NU I
6.1 Notices of every nature to be given pursuant to this License Agreement shall be given in
writing and addressed to the other party at the address stated below or at any other address
notice of which is given by one party to the other in accordance with this Article VI:
LICENSEE:
if to
PLEASANT TRUCKING
2250 Industrial Drive
Connellsville, Pa.,
Telephone #:
Fax #:
Ifto C.S.I.:
COMPUTER SUPPORT, INC.
54 West Main Streit
Mechanicgu& PA 17055
Telephone (717) 691-6707
Fax:(717)691-7303
Any notice shall be deemed to have been duly given if and when regularly sent by telex, electronic mail,
or fax (if confirmed by letter mailed within two (2) days thereafhsr) or if and when delivered by any
other method finishing receipt of delivery, including by recognized delivery service or by hand.
ARTICLE VII
mm?i.i.A?S
7.1 This License Agreement will inure to the benefit of and be binding upon the parties. This
License Agreement is personal to the parties and may not be assigned or otherwise transferred
by either of thew without the prior, written consent of the other.
7.2 This License Agreement contains all of the terms and conditions agreed upon by the parties
hereto, and supersedes all prior agreements ('including any and all exchanges by
correspondence, telephone, e-mail, or memorandums of art), promises, covenants,
arrangements, con wnications, whether representations or warranties, whether oral or written
by any officer, employee or rgm=n ative of any party, and no other agreement, oral or
otherwise, regarding the subject matter of this license Agreement shall be deemed to exist or
bind any ofthe parties hereto. C.S.I. hereby acknowledges and agrees that no fiuther amourrts
are due to be paid to C.S.I. under the previous Memorandum of Agreement or any interim
Agreement between the parties, which amts are superseded hereby.
7.3 LICENSEE IRREVOCABLY AGREES, AND FULLY UNDERSTANDS, THAT ALL
LAWSUITS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE
Page 14 of 17
AGREEMENT, INCLUDING THOSE RELATING TO MATTERS OF PERFORMANCE
OR RESULTING FROM THIRD PARTY CLAIMS AGAINST ANY PARTY SHALL BE
BROUGHT EXCLUSIVELY IN EITHER THE COMMON PLEAS COURT FOR THE
COUNTY OF CUMBERLAND, PENNSYLVANIA, OR IN THE UNITED STATES
DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA. EACH
PARTY TO THIS LICENSE AGREEMENT AGREES TO IRREVOCABLY SUBMIT TO
THE PERSONAL JURISDICTION OF SUCH COURTS AND HEREBY WAIVES ANY
OBJECTION TO PROPER VENUE RESTING THEREIN AND FURTHER WANES
ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LAWSUIT. IN THE EVENT SAID
LAWSUIT IS SUCCESSFULLY CONCLUDED IN C.S.I.-S FAVOR,C.S.i. SHALL BE
ENTITLED TO RECOVER, FROM LICENSEE, REASONABLE LEGAL FEES AND
COSTS INCURRED BY C.S.I. IN THE LAWSUIT, IN ADDITION TO ANY OTHER
RELIEF TO WHICH C. S.I. MAY BE ENTITLED
7.4 It is the intent of the parties that the validity, interpretation, and performance of this
License Agreement shall be governed by the internal laws of the Commonwealth of
Pennsylvania, USA, without regard to its conflicts of laws.
7.5 This License Agreement may be amended, modified or supplemented only by written
agreement of the parties, or by their respective duly authorized officers authorized, at any
time, provided that no such amendment, modification or supplement shall become
effective until such time as both parties shall have executed such writing, and until such
time, the provisions of this License Agreement shaft remain in full force and effect.
7.6 This License Agreement, and any amendment hereto, may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
7.7 Neither LICENSEE nor C.S.I. shall have any responsibility to perform services for or to
assume contractual obligations which are the obligation of the other party under this
License Agreement; nothing herein shall constitute LICENSEE or C. S.I. as a joint
venturer, partner, agent, representative or employee of the other party-
7.8 In the event any provision or any part of a provision of this License Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, provided it does not
materially alter the substance of the agreement between the parties, such holding shall not
invalidate or render unenforceable any other provision or part of this License Agreement.
7.9 The captions contained herein are included for convenience only and shall not be
considered a part hereof or affect in any manner the construction or interpretation hereof.
7.10 Any controversy over the construction of this License Agreement shall be decided
neutrally according to its terms and without regard to events of authorship or negotiation.
7.11 This License Agreement is not assignable; neither the licenses granted hereunder nor any
of the licensed program material or copies thereof may be sublicensed, assigned or
transferred by the LICENSEE without the prior written consent of C.S.I. Any attempt to
Page 15 of 17
--
/ sublicense, assign or transl4 any ofthe rights, dirties of obll?,ittloiis under this 1_,1CC11-%C
Agreement other than m providutl for and under the wims ol'Aiiiele ifl is void ('.,ti 1 is
not responsible for failure to hilfall its ubligatiuns undci this License Agreeincnt duc to
causes beyond its control.
7.12 No action, regArdless offoi u, arising, out of this Agreement nmy be brought l)v eil.hm
party mole thail two VvArs aflei cause ol'action hw% imslai, Ur, in the afea of nun-payment,
muse; than two years tiom the data of flit. last payfnecif.
IN W I NESS Wl 1-RF.OF, the partio have execuled this 1.1canse A,ureernefit amt caused thcii
Corporate seals to be hereunto affixed as okht:- day laid year- first ahuvc; wf fitful
('UMI'(J'I'lih StJI-*VOI:'1', INC.
.a?
'i'dle
I'l.t ASAN'!` '1'itUC'til NCB
-1 4' t
Page 16 of 17
Annex A
To:
From:
Date:
Re:
By the Company's signature below, the Company acknowledges and represents that the current
version of CSI.Road has been installed and is fiwctioning properly.
The Company has reviewed the applications, processed transactions, and is requesting the modification
listed on attached odi t.
The Company understands that there is a reasonable probability the time and cost to implement the
modification will exceed the respective estimates listed below. The Company understands that
CSIRoad is a database application and the modification made may cause a "ripple" affect throughout
the application which may take longer to disclose and longer to implement the appropriate modification
than antic*ed. The Company understands that it is their responsibility to test the modifications with
their information prior to using the modification in a production environment.
The description ofmodification requested is described on accompanying exhibit.
The estimated hours are: The down payment amount is:
When approval and down payment are received, the modification will be assigned a project # which
will also appear on invoices sent to the Company. A draw is established against the down payment,
The amounts over and above the down payment will be paid within terms speafied on the invoice. As
work effort progresses CSI representative will keep company appraised of project status.
The Company will be invoiced on a weekly basis for all of the time expended on this
modification by CSI personnel including initial analysis for estimating purposes. The invoices
will be paid within 30 days of the respective invoice date.
The estimate proposal will expire in 30 days,
Signature and date for Approval:
Date:
The project # is:
Company Representative
The targeted completion date is:
Page 17 of 17
Exhibit "B"
Pleasant Trucking, Inc.
Handle all your truckload shipments the Pleasant Way!
2250 INDUSTRIAL DRIVE • P.O. BOX 778
CONNELLSVILLE, PA 15425
Webake . wWw.plsafrk.com
February 9, 2007
CSI
47 West Main Street
Mechanicsburg, PA 17055
Dear Fred:
US DOT 274292
PA PUC-A-108637
OFFICE 724.628-5347
USA WATS 800-246-2402
PA WATS 800-4424942
FAX 7244628-6868
We regret to inform you that we will not be seeking continuation of the CSI Software Support.
Pleasant Trucking is moving forward in the Transportation Industry and it was our decision that
CSI was not the selected choice to move ahead with us.
There are several factors that have determined our resolution, but the most prominent was that of
the Qualcom feature. Pleasant Trucking was lead to believe that CSI was current with the
Qualcom Technology and would assist us in automatic tracking of driver arrival and departure
times, as well as electronic notification of driver detention charges. The ability of our computer
software to supplement Qualcom was very attractive to us, and we have found it to be a necessity
in moving forward in the industry.
In addition, we have a growing need for Web-Based tracking of our loads, Agent Web-Based
Access to load information, and automatic calculation of fuel taxes based on driver routes and
mileage; all of which CSI is not able to offer us.
Therefore, effective today, Pleasant Trucking no longer wishes to continue Software Support
with CSI. We appreciate all that CSI has been able to accomplish for us and we wish you all the
best in your future endeavors.
Yours Truly,
John R. Morrow, Jr.
Pleasant Trucking, c.
E xhibit "C"
C S1
COMPtlTER SUPPORT, INC.
Pleasant Trucking
Attn:
P.O. Box 778
Connellsville, PA 15425
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055-2429
USA
INVOICE
Thursday, January 4, 2007
Invoice Number: 00008790-0
Terms: " Due upon receipt ""
Reference Description Hours Rate Total
30021 12/26/2006 Support Plan - PLSA is pulling in the old FSC charge 0
25
instead of the new. . 0.00 $0.00
30022 12/26/2006 Support Plan - Old vouchers were showing up in AP 0
75
payments that had been deleted. . 0.00 $0.00
30023 12/26/2006 Support Plan - AR is off by 1733.40. 0
58
30039
12/26/2006 Support Plan - None of the labor rates or accounts are .
2
00 0.00 $0.00
coming into the repair billing from a work order. . 0.00 $0.00
30041 12/26/2006 Support Plan - PR257-Earnings and Deductions report 1
75
are not printing correctly. . 0.00 $0.00
30042 12/26/2006 Support Plan - Get Problem Printing Report when 0
50
panting Aging reports (by date). . 0.00 $0.00
30050 12/27/2006 Support Plan - Mechanic Class is not automatically 1
75
defaulting in for the mechanics who are shared to Morrow-Morrow. . 0.00 $0.00
30076 12/29/2006 Support Plan - Tried to close period 11 in GL but got the 2
50
following two messages. . 0.00 $0.00
Annual Support Fees 2/1/07 thru 1/31/08 1.00 13,500.00 $13,500.00
Invoice Total: 11.08 $13,500.00
PLEASE REFERENCE INVOICE NUMBER: 00008790-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055-2429
Attention: Accounts Receivable Administrator
Page 1
Exhibit "D"
C 51 i S
COMPUTER SUPPORT, INC.
Pleasant Trucking
Attn:
P.O. Box 778
Connellsville, PA 15425
Reference Description
Computer Support, Inc.
P.O. Box 2419
Mechanicsburg, PA 17055-2429
USA
INVOICE
Wednesday, January 10, 2007
Invoice Number: 00008821-0
Terms: ** Due upon receipt *'
Hours Rate Total
30040 12/26/2006 Support Plan - Orders which were delivered did not go to 0.07 0.00 $0.00
FB.
30078 12/29/2006 Support Plan - Off 184 from AR to GL in Pleasant. 3.75 0.00 $0
00
30088 1/2/2007 Support Plan - Deleted bill of ladings are showing up on 5.58 0.00 .
$0.00
the OLD World EDI since the upgrade.
30089 1/2/2007 Support Plan - Invoice 65764-0 appears to be flagged for 0.25 0.00 $0.00
payment but isn't.
30107 1/3/2007 Support Plan - Route card is not printing directions in 0.08 0.00 $0.00
PLSALOG for shared customers.
30115 1/3/2007 Support Plan - Aged AP detail report was not printing in 0.50 0.00 $0.00
PLSA.
30117 1/3/2007 Support Plan - AP Quick checks getting the vendor 0.25 0.00 $0.00
code-login failed message.
30119 1/4/2007 Support Plan - Old billing.dll was renamed before newest 1.08 0.00 $0.00
was registered, getting Windows Installer msg when logging on
30144 1/5/2007 Support Plan - The drop-down for department would not 0.50 0.00 $0.00
load in AR invoices.
qualcomm interface 1.00 8,500.00 $8,500.00
Invoice Total: 13.06 $8,500.00
PLEASE REFERENCE INVOICE NUMBER: 00008821-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055-2429
Attention: Accounts Receivable Administrator
Page 1
n
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- CZ
44
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1 j :T7
it
FAF1LES \General\Current\ 12525\ 12525.1. ans 1
Created: 12129103 8:24AM
Revised: 5/23/07 8:51AM
George B. Faller, Jr., Esquire
I.D. No. 49813
Seth T. Mosebey, Esquire
I.D. No. 203046
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER
MARTSON LAW OFFICES
10 East High Street
Carlisle, PA 17013
(717) 243-3341
Attorneys for Defendant
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
PLEASANT TRUCKING, INC.,
Defendant.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
No. 07-1322
CIVIL ACTION - LAW
: JURY TRIAL DEMANDED
ANSWER WITH NEW MATTER
TO: COMPUTER SUPPORT, INC., Plaintiff, and its attorneys, RHOADS & SINON LLP
YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED
NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT
MAY BE ENTERED AGAINST YOU.
AND NOW, comes Defendant, Pleasant Trucking, Inc. (hereinafter referred to as "PTI"), by
and through their counsel, MARTSON LAW OFFICES, and hereby responds to Plaintiff's
Complaint as follows:
1. Admitted.
2. Admitted.
3. Admitted.
4. Admitted.
5. Admitted.
6. Admitted.
7. It is admitted that PTI was obligated to pay an annual charge of $13,500.00 for license
and continuing support services while the Agreement was effective.
8. It is admitted that PTI was provided with a demonstration of Computer Support, Inc.'s
(hereinafter referred to as "CSI") Qualcomm Integration Software at CSI's offices in May 2006. It
is also admitted that PTI subsequently decided to purchase the Qualcomm software based on CSI's
demonstration and representations of the software.
9. Admitted.
10. Admitted.
11. Admitted in part and denied in part. PTI has offered to pay the portion of Invoice No.
8790 that it owes pursuant to the terms of the Agreement. Because PTI properly terminated the
Agreement, it has refused to pay the remainder of Invoice No. 8790. Further, PTI has refused to pay
Invoice No. 8821 because the Qualcomm software did not conform to the representations made by
CSI and because PTI has not used the software in any fashion.
12. Admitted in part and denied in part. It is denied that PTI has refused to satisfy any
of the invoices at issue. To the contrary, PTI has offered to pay the portion of Invoice No. 8790 that
it owes pursuant to the terms of the Agreement.
COUNTI
(Breach of Contract)
13. Defendant incorporates the above answers as though fully set forth herein.
14. Admitted.
15. It is admitted that PTI has not paid for the Qualcomm software and that PTI has not
used the software in any fashion. It is denied that PTI has not paid CSI for the continuing support
services. To the contrary, PTI has offered to pay the amount that it owes pursuant to the terms of
the Agreement after it properly terminated the Agreement.
16. Denied as a conclusion of law.
WHEREFORE, Defendant demands judgment in its favor and dismissal of Plaintiff's
Complaint with prejudice.
COUNT II
(Alternative Count - Account Stated)
17. Defendant incorporates the above answers as though fully set forth herein.
18. It is admitted that CSI sent PTI invoices detailing the amount of debt it believed PTI
owed to CSI.
19. Denied.
20. Denied. PTI has offered to pay the amount it owes pursuant to the terms of the
Agreement after it properly terminated the Agreement.
WHEREFORE, Defendant demands judgment in its favor and dismissal of Plaintiff's
Complaint with prejudice.
COUNT III
(Alternative Count - Promisso , Estoppel)
21. Defendant incorporates the above answers as though fully set forth herein.
22. It is admitted that PTI decided to purchase the Qualcomm software based upon CSI's
demonstrations and representations in May 2006. It is admitted that PTI promised to pay CSI for
continuing support services while the Agreement was effective.
23. Denied.
24. Denied as a conclusion of law.
25. After reasonable investigation, Defendant is without knowledge or information
sufficient to form a belief as to the truth of this averment.
26. Denied. To the contrary, Defendant would get no benefit for services it did not
receive or software it did not use.
27. Denied as a conclusion of law.
WHEREFORE, Defendant demands judgment in its favor and dismissal of Plaintiff's
Complaint with prejudice.
NEW MATTER
28. Defendant incorporates the above answers as though fully set forth herein.
29. Paragraph 5.2 of the Agreement states that "if any party shall be in material default
of any of its obligations under the License Agreement, or any of such party's representations or
warranties set forth herein shall be determined to be materially false or incorrect ... the other party,
may at it[s] option, and upon or after the expiration of thirty (30) days advance notice in writing
given to the first party of its intention to do so ..., declare this Agreement terminated by a second
written notice to the other party...."
30. PTI requested the Qualcomm software in May 2006 based upon CSI's representations
and demonstration.
31. Despite PTI's request for the Qualcomm software in May 2006, CSI did not deliver
the software until December 2006.
32. The Qualcomm software was delivered electronically over the Internet.
33. The Qualcomm software essentially consisted of files that were downloaded along
with annual update of other software.
34. PTI did not use the Qualcomm software in any fashion.
35. Because the Qualcomm software was delivered to PTI electronically over the Internet
and because PTI has not used the software in any fashion, CSI has not suffered $8,500.00 in
damages.
36. The Qualcomm software's capabilities did not conform to CSI's representations and
demonstrations.
37. PTI has suffered from continuous problems with CSI's services and software.
38. Based upon both the failure of the Qualcomm software to conform to CSI's
demonstration and representations and the continuous problems PTI suffered with respect to CSI's
service and software, PTI decided to exercise its option to terminate the Agreement pursuant to
Paragraph 5.2 of the Agreement.
39. PTI provided advance written notice of its intention to terminate the Agreement on
February 9, 2007.
40. Subsequently, the Complaint in this case was filed on March 8, 2007.
41. The filing of the Complaint occurred approximately three days prior to the time for
sending the second written notice and essentially confirmed the termination of the Agreement.
42. Pursuant to the terms of the Agreement, PTI properly terminated the Agreement.
WHEREFORE, Defendant demands judgment in its favor and dismissal of Plaintiff's
Complaint with prejudice.
MARTSOXLAW OFFICES
BY ,4/ +Y ZZ-
George B. Faller, Jr., Esquire
I.D. No. 49813
Seth T. Mosebey, Esquire
I.D. No. 203046
Ten East High Street
Carlisle, PA 17013
(717) 243-3341
Date: May 23, 2007 Attorneys for Defendant
?. MAY-15-200? 14:22 PLEASANT TRUCKING
P. 01/01
VERIFICATION
r`'? .
1, 1? G/ {?f s`)' /?? f • rp There M!rrlY
tktat I am autY3orized
to sign this V fication and have reviewed the foregoing gacurnent 'and to the ex, Will that the
Foregoing document contains facts supplied by or known to me, they axe tme and eoriat to the best
of my knowledge, information and belief.
I understand that false statements made herein arc 5Ubjccr to the penalties of 18 Pa.C,S.A.
54944, relating to uns-wom falsification to authorities.
Date; ?9
l
F Mn.ESIVAI nF(tX'Gcraa11Cc1'renlll;S'ttli57t I.?xl
TOTAL P.01
CERTIFICATE OF SERVICE
I, Melissa A. Scholly, an authorized agent for Martson Law Offices, hereby certify that a copy
of the foregoing Defendant's Answer with New Matter was served this date by depositing same in
the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows:
Todd J. Shill, Esquire
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
MARTSON LAW OFFICES
BY ( ?? ,`,
Melissa A. Scholly
Ten East High Street
Carlisle, PA 17013
(717) 243-3341
Dated: May 23, 2007
C7 ?;
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,,-
-
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r, .? =.
???, =?c
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
PLEASANT TRUCKING, INC.,
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
NO. 07-1322
Defendant. JURY TRIAL DEMANDED
ANSWER TO NEW MATTER
NOW COMES, Plaintiff, Computer Support, Inc. ("CSI"), by and through its counsel,
Rhoads & Sinon LLP, and files the within Answer to Defendant, Pleasant Trucking, Inc.'s
("PTI"), New Matter as follows:
28. The allegations contained in paragraphs 1 through 27 of CSI's Complaint are
hereby incorporated by reference as though fully set forth herein.
29. Neither admitted nor denied. The Agreement is a written document which speaks
for itself.
30. Denied. CSI did not represent or demonstrate the Qualcomm software to PTI in
May 2006, nor did PTI make a request for the Qualcomm software in May 2006.
653031.1
31. Denied. PTI told CSI that it had selected the Qualcomm software in June 2006.
At that time, CSI advised PTI that either Qualcomm or PTI would have to provide CSI with
current software and hardware for testing before the finalized product could be delivered to PTI.
CSI did not receive such software and hardware until October 28, 2006. Thereafter, on
November 16, 2006, three PTI executives visited the CSI offices to review the finalized
Qualcomm software. PTI was pleased with the review and requested that the software be
delivered to it alongside the next scheduled upgrade on or about December 7, 2006.
32. Admitted.
33. Admitted.
34. Denied. After reasonable investigation, CSI is without knowledge or information
sufficient to form a belief as to the truth of this averment and, therefore, the same is specifically
denied.
35. Denied. The averments of this Paragraph contain conclusions of law to which no
responsive pleading is required. To the extent a responsive pleading is required, the averments
are specifically denied.
36. Denied. It is specifically denied that the Qualcomm software "did not conform to
CSI's representations and demonstrations." The Qualcomm software delivered to PTI was the
same software reviewed and approved by PTI's executives on or about November 16, 2006. By
way of further response, PTI never informed CSI of any problems with the Qualcomm software.
-2-
37. Denied. After reasonable investigation, CSI is without knowledge or information
sufficient to form a belief as to the truth of this averment and, therefore, the same is specifically
denied.
38. Denied. The Qualcomm software provided by CSI performed as represented and
demonstrated. Moreover, after reasonable investigation, CSI is without knowledge or
information sufficient to form a belief as to whether PTI "decided to exercise its option to
terminate the Agreement pursuant to Paragraph 5.2 of the Agreement" and, therefore, the same is
denied.
39. Denied. The averments of this Paragraph contain conclusions of law to which no
responsive pleading is required. To the extent a responsive pleading is required, the averments
are specifically denied. By way of further response, it is denied that PTI "provided advance
written notice of its intention to terminate the Agreement on February 9, 2007." Paragraph 5.2
of the Agreement outlines the steps and procedures necessary to terminate the terms thereof.
Contrary to the provisions of Paragraph 5.2, which provide that termination of the Agreement
must be preceded by thirty (30) days advance, written notice, PTI's letter of February 9, 2007
(attached to CSI's Complaint as Exhibit "B") informed CSI that, "effective today, Pleasant
Trucking no longer wishes to continue Software Support with CSI." Moreover, PTI made no
reference to Paragraph 5.2 in its letter of February 9, 2007.
40. Admitted.
41. Denied. The averments of this Paragraph contain conclusions of law to which no
responsive pleading is required. To the extent a responsive pleading is required, the averments
are specifically denied.
-3-
42. Denied. The averments of this Paragraph contain conclusions of law to which no
responsive pleading is required. To the extent a responsive pleading is required, the averments
are specifically denied.
WHEREFORE, Plaintiff, Computer Systems, Inc., reiterates its demand for judgment in
its favor against Defendant, Pleasant Trucking, Inc., in the total amount of $22,000.00, together
with interest, costs, reasonable attorney's fees, and any other amount this Court deems just and
proper.
Respectfully submitted,
RHOADS & SINON LLP
By:
dd J. Shill
John R. Martin
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
-4-
Jun 07 07 10,27p Fred Nichols (717)921-8572 p,1
VERIFICATION
Fred Nichols, deposes and says, subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn falsification to authorities, that the facts set forth in the foregoing Answer to New
Matter are true and correct to the best of his knowledge; information and belief.
Fred Nichols
Date:
CERTIFICATE OF SERVICE
I hereby certify that on this 11th day of June, 2007, a true and correct copy of the
foregoing Answer to New Matter was served by means of United States mail, first class, postage
prepaid, certified mail return receipt requested, upon the following:
George B. Faller, Jr. Esquire
Seth T. Mosebey, Esquire
Martson Law Offices
10 East High Street
Carlisle, PA 17013
Cassel
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Computer Support, Inc. s IN THE COURT OF COMMON PLEAS OF
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
Pleasant Trucking, Inc., NO. 07-1322 20
Defendant.
RULE 1312-1 The Petition for Appointment of Arbitrators shall be substantially in the
Following form:
PETITION FOR APPOINTMENT OF ARBITRATORS
TO THE HONORABLE, THE JUDGES OF SAID COURT:
George B. Faller, Jr. , counsel for the #AKA II/defendant in the above
action (or actions), respectfully represents that:
1. The above-captioned action (or actions) is (are) at issue.
2. The claim of plaintiff in the action is $ not in excess of $50,000..00
The counterclaim of the defendant in the action is
The following attorneys are interested in the case(s) as counsel or are otherwise disqualified to sit
as arbitrators:
Todd J. Shill, Esquire, John R. Martin, Esquire and George B. Faller, Jr., Esquire
WHEREFORE, your petitioner prays your Honorable Court to appoint three (3) arbitrators to
whom the case shall be submitted.
6@ pr e t,-"TV''
C sel for Defendant
ORDER OF COURT
AND NOW, , 200___, in consideration of the foregoing
petition, Esq., and
Esq., and
captioned action (or actions) as prayed for.
Esq., are appointed arbitrators in the above
By the Court,
EDGAR B. BAYLEY
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Computer Support, Inc., IN THE COURT OF COMMON PLEAS OF
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
Pleasant Trucking, Inc., NO. 07-1322 20
,
Defendant.
RULE 1312-1 The Petition for Appointment of Arbitrators shall be substantially in the
Following form:
PETITION FOR APPOINTMENT OF ARBITRATORS
TO THE HONORABLE, THE JUDGES OF SAID COURT:
George B. Faller, Jr. , counsel for the OWdefendant in the above
action (or actions), respectfully represents that:
1. The above-captioned action (or actions) is (are) at issue.
2. The claim of plaintiff in the action is $ not in excess of $50,000..00
The counterclaim of the defendant in the action is
The following attorneys are interested in the case(s) as counsel or are otherwise disqualified to sit
as arbitrators:
Todd J. Shill, Esquire, John R. Martin, Esquire and George B. Faller, Jr., Esquire
WHEREFORE, your petitioner prays your Honorable Court to appoint three (3) arbitrators to
whom the case shall be submitted.
C sel for Defendant
ORDER OF COURT
AND NOW, c+'ly , 200-1_9 in consideration of the foregoing
petition, Esq., and
Wa41A - W. a V
Esq., and Esq., are appointed arbitrators in the above
captioned action (or ac s) as prayed for.
e Court
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EDGAR B. BAYLEY
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SHERIFF'S RETURN - OUT OF COUNTY
r ??SE NO: 2007-01322 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
COMPUTER SUPPORT INC
VS
PLEASANT TRUCKING INC
R. Thomas Kline
duly sworn according to law, says, that he made a diligent search and
and inquiry for the within named DEFENDANT , to wit:
PLEASANT TRUCKING INC
Sheriff or Deputy Sheriff who being
but was unable to locate Them
deputized the sheriff of FAYETTE
serve the within COMPLAINT & NOTICE
County, Pennsylvania, to
On May 1st , 2007 , this office was in receipt of the
attached return from FAYETTE
Sheriff's Costs: So answer
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Docketing 18.00 - -"" '
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Out of County 9.00
Surcharge 10.00 Thomas ine
Dep Fayette Co unty 39.11 Sheriff of Cumberland County
Postage 2.94 /
j 46 7
79.05 ? -/
05/01/2007
RHOADS & SINON
Sworn and subscribe to before me
this day of
in his bailiwick. He therefore
A. D.
,'
In The Court of Common Pleas of Cumberland County, Pennsylvania
Computer Support Inc
vs.
Pleasant Trucking Inc No. 07-1322 civil
Now, March 14, 2007 , I, SHERIFF OF C ERLAND COUNTY, PA, do
hereby deputize the Sheriff of Fayette County to execute this Writ, this
deputation being made at the request and risk of the Plaintiff.
Sheriff of Cumberland County, PA
Affidavit of Service
Now, , 20 , at o'clock ' M. served the
within
upon
at
by handing to
a copy of the original
and made known to
the contents thereof.
So answers,
Sheriff of
Sworn and subscribed before
me this day of 120
COSTS
SERVICE $
MILEAGE
AFFIDAVIT
County, PA
t FAYETTE COUNTY PENNSYLVANIA
AFFIDAVIT OF SERVICE
PLACE OF ORIGIN: CUMBERLAND COUNTY, PA.
COURT NUMBER: 7 OF 1322
TYPE OF WRIT/COMPLAINT: COMPLAINT
PLAINTIFF(S): COMPUTER SUPPORT INC
DEFENDANT(S): PLEASANT TRUCKING INC
PLAINTIFF ATTY: CUMBERLAND COUNTY SHERIFF
NAME OF ENTITY TO SERVE: PLEASANT TRUCKING INC
ADDRESS: 2250 INDUSTRIAL DRIVE, CONNELLSVILLE, PA,
PLACE OF SERVICE: 2250 INDUSTRIAL DRIVE, CONNELLSVILLE, PA,
DATE & TIME OF SERVICE: MARCH 21, 2007 12:18 AM
COSTS:
39.11
I HEREBY CERITIFY AND RETURN THAT I, ED FURLONG, DEPUTY, HAVE PERSONALLY
SERVED THE WRIT OR COMPLAINT DESCRIBED UPON ON PLEASANT TRUCKING INC,
DEFENDANT, BY SERVING ANNA RIDDLE, CLERK AT THE PLACE OF SERVICE SHOWN
ABOVE.
WITNESS MY HAND AND SEAL OF THE SHERIFF'S OFFICE, AT UNIONTOWN,
PENNSYLVANIA THIS 10TH DAY OF APRIL, 2007 SO ANSWERS GARY D. BROWNFIELD
SR., SHERIFF.
ED FURLONG, DEPU Y GARY D. BROWNF LD SR.
SHERIFF OF FAYETTE COUNTY
SWORN TO AND SUBSC BED BEFORE ME
THIS _ Z4L DAY OF a?Dd
EL?ANCE:-WOWEMAALTER, 1n Jan ary 2008
Prothonotary
RECEIVED FROM
RECEIPT NO. 17123
RECEIPT AMOUNT
DATE 4/10/2007
ENVELOPE NO. S 786
39.11 RECEIVED BY TP
COMPUTER SUPPORT, INC.,
PLAINTIFF
V.
PLEASANT TRUCKING, INC.,
DEFENDANT
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
07-1322 CIVIL TERM
ORDER OF COURT
AND NOW, this j y day of October, 2007, the appointment of a
Board of Arbitrators in the above-captioned case, IS VACATED. Dale F. Shughart, Jr.,
Esquire, Chairman, shall be paid the sum of $50.00.
Edgar B. Bayley, J.
Dale F. Shughart, Esquire - (2ota Y ,M ?? ??, 1 o a ?. d 1
Court Administrator
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Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
PLEASANT TRUCKING, INC.,
Defendant.
IN THE COURT OF COMMON PLEAS,
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 07-1322 CIVIL TERM
JURY TRIAL DEMANDED
PRAECIPE TO SETTLE, DISCONTINUE AND END
TO THE PROTHONOTARY:
Kindly mark the above-captioned action as settled, discontinued and ended, with
prejudice.
RHOADS & SINON LLP
By: - _ _/1-1
Todd J. Shi squire
John R. Martin, Esquire
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
Attorneys for Computer Support, Inc.
CERTIFICATE OF SERVICE
I hereby certify that on November 21, 2007, a true and correct copy of the foregoing
Praecipe to Settlement, Discontinue and End was served via First Class Mail, postage prepaid,
upon the following:
Seth T. Mosebey
Martson Law Offices
10 East High Street
Carlisle, PA 17013
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