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HomeMy WebLinkAbout00-05209 ",'" '-, , ..,,^,', '"'-- -~. -'0,. ,.'-,,~- "'~.,,.." , -, . p" , '~ '; , ",. ",_ ",,t.","'-' '.O'~",~'" ~, '",,<.- !,,:,J . ~ KEVIN B. ALLISON, Plaintiff v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No. b-v . 5:109 ~ I............, Civil Action - Equity SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Cornplaint 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 clairns set forth against you. You are warned that if you fail to do so the case rnay proceed without you and ajudgment may be entered against you by the Court without further notice for any money clairned in the Complaint or for any other claim or relief requested by the Plaintill'(s). You may lose rnoney or property or other rights irnportant to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service Curnberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800) 990-9108 - ~~ ,,',,~ , "~.. --=- :...'<- -~, ~,"', ."," , C'\_ >- ",-{-"'" ;~';" ;'n._ , '.""""~Ji . - NOTICIA LE RAN DEMANDADO A USTED EN LA CORTE. Si usted quiere defenderse de estas dernandas 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 sus objeciones alas dernandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tornara medidas y puede entrar una orden contra usted sin previo aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en la peticion de demanda. Usted puede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTA. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUAR DONDE SE PUEDE CONSEGUlR ASISTENCIA LEGAL. Lawyer Referral Service Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800) 990-9108 "'," '~ <,"" '\;"""""'_",'_<0"- "',,, .~- -", ,'. ',", -"'~ ~" oK ,,,,-,,,' ~'/... '''~~r-',,, "":, ,.,,-J . - KEVIN B. ALLISON, Plaintiff v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No. brJ- SJ-oc, ~ I~ Civil Action - Equity SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants COMPLAINT AND NOW comes Plaintiff Kevin B. Allison, individually and as a shareholder on behalf of Heiss, Gibbons & Company, Inc., through his counsel Mette, Evans & Woodside and brings this Cornplaint, in support of which he avers as follows: 1. Plaintiff Kevin B. Allison is an adult individual residing at 80 Honeysuckle Drive, Mechanicsburg, P A, 17055. 2. Defendant Scott D. Briggs is an adult individual residing at 501 Springhouse Road, Camp Hill, PA, 17011. 3. Defendant Heiss, Gibbons & Cornpany, Inc. is a Pennsylvania corporation with a principal business address of 7 East Main Street, Mechanicsburg, P A and is engaged in the provision of consulting services to business clients in unernployment cornpensation and related matters. The corporation is joined herein as a necessary party to the shareholder derivative action contained at Count III hereof. ~ ,,' ," ~;I-' , , :"" ,', ~, ,"',' -.,; I_ , ",",~ " ~"',, ,~ ,', ,""" ::",:1 .'. _w .. , . 1 4. Allison and Briggs were the incorporators of Heiss, Gibbons & Company, Inc. 5. Briggs owns 51% of the corporate shares in Heiss, Gibbons & Company, Inc., while Allison owns 49% of such shares. 6. Briggs holds the office of President of Heiss, Gibbons & Cornpany, Inc. and is a rnernber of the Board of Directors of the corporation. 7. Allison is not presently a director of Heiss, Gibbons & Cornpany, Inc., having been rernoved as a director by vote of Briggs at a prior shareholder's rneeting in 1998. He continues to serve as Vice-President of the corporation. 8. Since before its incorporation in 1989 and continuing thereafter until March 2000, Allison and Briggs have been jointly engaged in the rnanagement, direction, and operation of the business affairs of Heiss, Gibbons & Cornpany, Inc. 9. On or about March 6, 2000 Briggs approached Allison and demanded $250,000.00 in return for his shares in Heiss, Gibbons & Company, Inc., stating that if Allison did not pay that price Briggs would sell his shares to unidentified third parties. -2- , L" ,"'F.:"', -.-"'~. "',,' , ". - c~ ,''''., ; "'-"'_'~"-_"k'_""__<:'. ""';'j' , I: i'j I',! 10. Allison expressed interest in acquiring Briggs' shares, but suggested that they agree upon a certified public accountant to provide an opinion as to the appropriate valuation of the business. 11. On March 27, 2000 Briggs did not appear for work at Heiss, Gibbons & Company, Inc.'s office during norrnal working hours, but instead had left on the desks of three key ernployees (but not Plaintiff) a letter stating that he was taking a "30 day leave of absence from the day-to-day activities at Heiss, Gibbons & Cornpany, Inc." to explore other business opportunities. Notwithstanding this assertion, Briggs also purported to intend to rernain as President of Heiss, Gibbons & Cornpany, Inc. and to rnake "policy" decisions on behalf of the cornpany. True and correct copies of Briggs's letters are attached hereto collectively as Exhibit "A". 12. Upon information and belief, Briggs accepted a position of employment with another cornpany and began working full-time for that company on or around March 27, 2000. 13. Since March 27,2000, Briggs has not perforrned his usual duties on behalf of Heiss, Gibbons & Cornpany, Inc. -3- J "" ".""'c - >::i-' _ c;'- -,-C'C.- '-';;"::;;;/.' <-'',;,f,_, ',U """;iir 14. Briggs has abandoned his position of President of Heiss, Gibbons & Company, Inc. by his absence. 15. Despite his lack of work perforrned on behalf of Heiss, Gibbons & Cornpany, Inc., Briggs continued to receive cornpensation from Heiss, Gibbons & Company, Inc. at the same rate of compensation as when he was performing duties full-tirne through April 21, 2000 for salary and through May 15, 2000 for expenses. 16. Briggs' absence from the workplace has placed severe demands on the rernaining ernployees to rnaintain and service the clients. 17. Briggs' absence from the workplace is disruptive to the orderly course of business, and Briggs insists (over Plaintiff's objections and concerns about the proper operation of the business and protection of its staff) on bringing prospective purchasers of his stock to the corporation's place of business and interviewing the ernployees. 18. Briggs' insistence that the employees be available for visits from prospective buyers of his stock has caused the employees to be unsure of their continued ernployment. -4- -'-n." ,0., ,~ .. '~' ,v ,,~' - .' ',./""''''' ~"-'o~--,,-,,-t' H-','~" , :;'~j 19. Since March 27,2000, Briggs has directed employees of Heiss, Gibbons & Cornpany, Inc. to withhold information and/or rnislead clients and other third parties regarding his true status with the cornpany. 20. Upon information and belief, since at least March 27, 2000, Briggs has disclosed confidential information concerning Heiss, Gibbons & Cornpany, Inc. to third parties to whom he is attempting to sell his interest in the corporation, including proprietary financial inforrnation and information regarding ongoing business relationships, and has done so without the consent of Allison or the clients of Heiss, Gibbons & Cornpany, Inc. 21. Despite repeated requests and inquiries from Allison, Briggs has refused to engage in reasonable discussions and negotiations regarding his desire to sell his shares in the corporation to Allison. COUNT I KEVIN B. ALLISON v. SCOTT D. BRIGGS PRELIMINARY AND PERMANENT INJUNCTION 22. The averments of paragraphs 1 through 21 above are incorporated by reference as if fully set forth herein. -5- -,-- .^ ~",' '~ ',-'~' - - . - L'_ ,;-::2\ .""'-<",":'~..';~'ii".' "'I 22. The threatened action of Briggs in selling his rnajority interest in the corporation to third parties with no existing ties to the corporation or experience in managing its day to day affairs would cause immediate and irreparable harm to both Allison as !l rninority shareholder and to the corporation, for which there exists no adequate remedy at law. 23. The actions of Briggs to date in abandoning his duties and failing to use his best efforts for the benefit of the corporation, as well as his oppressive conduct toward Allison, violate fundamental fairness and require the intervention of this Court to protect the interests of both Allison and the corporation, in the forrn of an order enjoining Briggs from the sale of his corporate shares to third parties before Allison has had a fair opportunity to purchase such shares at a reasonable appraised value. 24. Greater harm would ensue frorn denial of the requested injunction than from granting it. 25. Granting the requested injunction would restore the parties to the status quo as it existed prior to the recent wrongful conduct of Briggs. -6- - ,..,..,-,C," .'~>",; "'.0' . ~ ,<,', ; _ ~. 4,,;.;0;' 0-' i 0"" _ ~,_ ,,,_'.-::e'j WHEREFORE, Plaintiff Kevin B. Allison respectfully rnoves this Court to enter an order preliminarily and permanently enjoining Defendant Scott D. Briggs from selling or otherwise transferring his corporate shares in Heiss, Gibbons & Cornpany, Inc. until such time as Allison has been afforded an opportunity to purchase such shares at a reasonable appraised value, and to adjudicate the abandonment of the position of President by the Defendant Scott D. Briggs. Also, the Court is requested to issue an Order enjoining the Defendant from bringing prospective purchasers to the corporation's place of business and interviewing the ernployees. COUNT II KEVIN B. ALLISON. INDMDUALLY v. SCOTT D. BRIGGS BREACH OF FIDUCIARY DUTY 26. The averments of paragraphs 1 through 25 above are incorporated herein by reference as if fully set forth. 27. In the alternative to Count I above, if the requested injunction is denied, Allison seeks damages for the dirninution in value to his shares as a result of Briggs's fundamentally unfair and oppressive conduct as set forth above. 28. As the majority shareholder in Heiss, Gibbons & Company, Inc., Briggs owes a duty of fiduciary duty to Allison as the minority shareholder. -7- - --,'., --0<""" ,'._' "~ -"""'" .."y"" _n,'"""":"",,."_ ..'1 29. The acts and ornissions of Briggs as set forth above constitute breaches of his fiduciary duty to Allison. 30. As a direct and proximate result of Briggs' breaches of fiduciary duty, Allison has suffered and will suffer darnage in the nature of diminution in the value of his shares in the corporation and losses of potential business opportunities, the amount of which remains unliquidated but which exceeds $35,000.00. WHEREFORE, Plaintiff Kevin B. Allison respectfully requests that this Court enter judgment in his favor and against Defendant Scott D. Briggs in an amount exceeding $35,000.00, together with pre-judgment interest, the costs of this action and such other rernedies as this Court shall deern just. COUNT III KEVIN B. ALLISON v. SCOTT D. BRIGGS AND HEISS. GIBBONS & COMPANY. INC. SHAREHOLDER DERIVATIVE ACTION 31. The averrnents of paragraphs 1 through 30 are incorporated herein by reference as if fully set forth. 32. As an officer and director of Heiss, Gibbons & Cornpany, Inc., Briggs owes a fiduciary duty to the corporation and its shareholders to perforrn at all times in the best interest of the corporation. -8- , ~ ..~" -,'",,- ,,"~~~, ';,'..0c;;~",;,;__- :" ,,;.',;..,; 33. By reason of the acts and ornissions set forth above, Briggs has breached his fiduciary duties to the corporation. 34. Allison refrained from demanding action by the Board of Directors of Heiss, Gibbons & Cornpany, Inc. to remedy the breaches of fiduciary duty by Briggs only because such demand would have been futile given the fact that Briggs is President and rnajority shareholder and has excluded Allison from the Board of Directors, thereby exercising exclusive control of the Board of Directors of the corporation. 35. AB a direct and proxirnate result of Briggs' breaches of fiduciary duty, the corporation has suffered and will suffer damages including but not lirnited to alienation of good will of existing clients, loss of business opportunities, over payment of compensation to Briggs and dirninution to the value of the corporation. 36. The damages suffered by the corporation as set forth above are as yet unliquidated but are in excess of $35,000.00. WHEREFORE, Plaintiff Kevin B. Allison, in his capacity as a shareholder of Heiss, Gibbons & Company, Inc. respectfully requests that this Court enter judgment --~""" ";'-'i':,,"""" "C"i" ","_,' ,<,1 in his favor and against Defendant Scott D. Briggs in an amount exceeding $35,000.00, together with pre-judgment interest, the costs of this action and such other rernedies as this Court shall deern just. Respectfully subrnitted, METTE, EVANS & WOODSIDE rey A. Ernico, Esquire Sup. Ct. J.D. No. 07981 Michael D. Reed, Esquire Sup. Ct. J.D. No. 35193 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff Kevin B. Allison DATED: July 25, 2000 ~--- . ~',- .'" ',,,,--.',,.'~" j ,-,",'''.'''--' ",' ;, ';] VERIFICATION I have read the foregoing document and hereby verify that it is true and correct to the best of rny knowledge, information and belief. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S.A. H904, relating to unsworn falsification to authorities. DATE: 7-JS -00 ~~ Ke n B. Allison 228957 -,-,~_.~~ , , CONFlI'>l3NTlAL March 27, 2000 Jeffrey L. Miller Heiss, Gibbons & Company, Inc. 7 E. Main Street Mechanicsburg, PA 17055 C}~ vf Oear JeIT: EJTective April J, 2000, I will be on a 30 day Leavc of Absence 1i'Ulllthe day-to- day activities al 1 leiss, Gibbons & Company, Inc. I am going to explore an opportunity to join a new start-up Internet-based business venture. If all-goes as planned, the business willluunch sometime in May Although I will not be involved in the day-to-day lunctions at the ofiice, I will remain as President of the Company and will still make "policy" decisions, (i.e. Jefl"erson Health System expansion, and Hershey Mcd.lGeisinger isslles. etc.). I will be stopping at the office, or calling in, daily. You may place any mcssages on my e-mai!. I regret that this l11essage is being given tu yuu via this lelter, but the timing is such that initially, this is the way to do i1. I will cnntact each of you in the next lilw days to talk with you individually, and privately, to try to answer allY questions you may have. We arc not only business associates, hut also l1'iends, and I can assure you our friendship will be a vital part of my decisions I makc over the next few weeks. As time goes on, I wil I certainly keep you up-to-date as to what is going on. I advised Kevin of my thinking at the beginning of March. I'm sure you've noticed nul' efforts to make sure every tIling is taken care of and certainly it's been a long time since my desk has been so clean. Kevin will also be exploring the possibility of purchasing my intllrest in the Company. Again, you will be kept informed of any actioll inlhis regard. '^'~-"'~' ~, ~~ ,," -. --"t',' J. \ I Page 2of2 As you can see, this is a delicate issue, with many different possible ramifications, so 1 expect this to remain confidential. (Any questions are to be addressed to me) Do not volunteer any infomlation to clients, or friends, but if questioned. you may say that 1 am on a "Leavc of Absence"; offer no other expblnutinn. Any breach of confidentiality will be grounds for dismissal. Again, Ict me reiterate that although I must do what I think is best for my family and me, I will look out for your interests as well. Vcry truly yours, Scott D. Briggs President Isdb / Cc: Kevin Allison' File .,"'~~ "'-\/ JiI!j ~" '~ "'" ~'L_ , , CONFIOHNTlAL March 27, 2000 Lynda !-Ierr I leiss, Gibbons & Company, Inc. 7 E. Main Street Mechanicsburg, PA 17055 C D~ /\ Dear I.ynda: Elfectivc April I, 2000, 1 will be on a 30 day Leave of Absence from the day-to- day activities at J leiss, Gibhnns & Company, Inc. I am going to explore an opportunity to join a new start-up Imernet-based business venture. If all goes us planned, the business will launch sometimc in May. Although I will not be involved in the day-ta-day functions at the oilice, I will remain as Prcsidem nfthe Company and will still make "policy" decisions, (i.e. Jell'erson Ilcalth System expansion, and HCl'shey Med.lGeisinger issues. etc.). I will be Slopping at the oi1ico.. or calling in, daily. You may place any messages on my c-mail. Il'egr~1that this message is being given to you via this letter, hut the timing is such that initially, this is the way to do it. I will contact each of you in the next few days to talk with you individually, and privately, to try to answer any questions you may havc. We arc not only husiness associates, but also friends, and I can assure you our lriendship will be a vital part of my decisions I make <lver the next few weeks. As lime gnes un, I will certainly kecp you up-to-date as to what is going on I advised Kevin army thinking at the beginning of March. I'm sure you've nnticed our el1brts to mal<e sure everything is taken care orand certainly it's been a long time since my desk has been so clean. Kevin will alsu be expl()ring the possibility of purchasing my interest in the Cumpany. Again, YOII will be kept inlbrmed of any acti()n in this regard. '. ,,' . . ,. Page 2 of2 As you can see, this is a delicate issue, with many different possible ramifications. so ( expect this to rcmain cllnfidential. (Any queb1ions are to be addressed to me) Do nOl volunteer any infonnation to clients, or friends, but if questioned. you may say that I am on a "Leave of Absenco"; om~r no other explanation. Any breach of confidentiality will be grounds for dismissal. Again, let me reiterate that although I must do what I think is best thr my family and me, I will look out for your interests as well. Very truly yours, Scott D. Briggs President Isdb / Cc: Kevin Allison' File "'~ '" , , " .. " ~ " " J- . , . CONFIDENTIAL Murch 27, 2000 Nancy Yocum-Kreincr I leiss, Gibbons & Company, Inc. 7 E. Main Street Mechanicsburg, PA 17055 ( t)f1 Dear Nancy: Effective April I, 2000, I will be on a )0 day Leave ol" Ab~ence from the day-to- day activilies at Heiss, Gibbons & Company, Inc. I am going to explore an opportunity to join a new start-up Internet-based business venlure. If all goes as planned, the business will launch sometime in May. Although I will noL be involved in the day-tl).day funeti()n~ at the (lmCe, f will remain as President. ofllle Company and will still make "policy" decisions, (i.e. Jefferson Health System expansion, and I lershey Med.lUcisinger issues, etc.). I will be ~lupping at the omce, or calling in, daily. You may place any message~ on my e-mail. I regret Lhat this message is being given to you via this leller, hut the timing is such that initially, this i~ the way to do it. I will contact each of you in the next few days to talk with you individually, and privately, to try to answcr any questions you may have. We are not only business associates, but also friends, and I can assure you our friendship will be a vital part of my decisions I make over the ncxt few weeks. As time goes on, I will cel'lainly keep you u.p-to-date as t\) what is going on. I advised Kevin of my thinking at the beginning ol"March. I'm sure you've noticed our efTorts to make sure everything is taken care ol"and certainly iI'S been a long time since my desk has heen so clean. Kevin will also be exploring the possibility or purchasing my interest in the Company. Again, you will be kept infhrmed of any action in this regard. '-,,-, ~ ~ ' '" , "":] -"'"" - ~.""'~ ~c' 11 .' . . .. Page 2 of2 As you can see, this is a delicate issue, with many different possible ramifications, so I expect this to remain confidential. (Any questions are to be addressed to me) Do not volunteer any informaliun to clients, or friends, but if questioned, you may say thaI r am on a "Leave of Absenco"; olTer nil other explanat.iun. Any breach of confidentiality will be grounds fllr dislllissal. Again, let me reiterate that although I must. do what 1 think is best for my family and me, I will look out for your interests as well. V cry truly yours, Scott D. Briggs President Isdb Cc: Kevin Allison " File . 'i . ~ - . .'~ . ',"~--'--'"~"",. ,-~--~~,~. --~ -~-'~-~1 .~ Or -./ KEVIN B. ALLISON, Plaintiff, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY COMMONWEALTH OF PENNSYLVANIA v. No. 00-5209 Equity Term SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants. Civil Action -- Equity NOTICE TO PLEAD To: Jeffrey A. Ernico, Esquire, Michael D. Reed, Esquire, Mette, Evans & Woodside, 3401 North Front Street, Harrisburg, P A 17110, Attorneys for Plaintiff: YOU ARE HEREBY NOTIFIED to file a written response to the enclosed answer with new matter within twenty (20) days from service hereof or a judgment may be entered against you. JAMES, SMITH, DURKIN & CONNELLY, LLP Dated: August 4, 2000 c I L...e'..~ {.. '~f......J Richard 1. Dahlen, Esquire Attorney J.D. No. 83730 Post Office Box 650 Hershey, P A 17033-0650 717-533-3280 Attorneys for Defendant Scott D. Briggs . . '~__ ~ . -'_-._ -,_;o:~,.:. ,--j., ," ,-,~c, , . _ 0 _.-,-, , .~ - o~ -./ KEVIN B. ALLISON, Plaintiff, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY COMMONWEALTH OF PENNSYL VANIA v. No. 00-5209 Equity Term SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants. Civil Action -- Equity ANSWER OF DEFENDANT SCOTT D. BRIGGS The defendant Scott D. Briggs, by his counsel, James, Smith, Durkin & Connelly, LLP, for his answer to the complaint herein, states that: 1. This defendant admits the allegations of the first paragraph of the complaint. 2. This defendant admits the allegations of the second paragraph of the complaint. 3. This defendant admits the allegations of the third paragraph of the complaint. 4. This defendant admits the allegations of the fourth paragraph of the complaint. 5. This defendant admits the allegations of the fifth paragraph of the complaint. 6. This defendant admits the allegations of the sixth paragraph of the complaint. 7. This defendant admits the allegations of the seventh paragraph of the complaint. 8. With respect to the allegations of the eighth paragraph of the complaint, this defendant admits that since the incorporation of Heiss, Gibbons & Company, Inc. (hereinafter, "HG&C") on December 29, 1989, both this defendant and the plaintiff have been officers and employees of the firm; this defendant denies however, any allegations or implications suggesting that their relative shares of ownership have been otherwise than admitted above (this defendant fifty-one percent, the plaintiff forty-nine percent) or that their control of and contribution to the firm have been equal. - - ,"" - --- '" '<". +-"-,,, --,~ . .v., - _, .-' ~<~ ' ~_i;d" -', ,- ,'- ';"",~_) c:" '".-'- ':-~~',v:' ,', ",: ,,; " ..;'---i:i:;j 01 0- ., 9. This defendant denies the allegations of the ninth paragraph of the complaint except to state that, on March 6, 2000, this defendant informed the plaintiffthat he had received an offer from a third-party to purchase this defendant's shares in HG&C and that he would give the plaintiff the first opportunity to purchase those shares for $250,000, a figure derived from the formula which had been acceptable to the plaintiff when he and this defendant originally purchased the assets of the firm. 10. With respect to the allegations of the tenth paragraph of the complaint, this defendant admits that, at some points in the extended and delayed discussions between this defendant and the plaintiff, the plaintiff suggested the engagement of a certified public accountant, with the intent that the accountant would provide a time-consuming and expensive valuation ofHG&C; any remaining allegations of the paragraph are denied. 11. With respect to the allegations of the eleventh paragraph of the complaint, this defendant admits that on March 27,2000, this defendant left on the desks ofHG&C's key employees, with a copy to the plaintiff, the letters attached to the complaint as Exhibit A; further answering, this defendant specifically denies the apparent implication that he was not fully within his rights as president and majority shareholder in remaining as president, making policy decisions for the company, and establishing his own working hours and leaves of absence; all other allegations and implications of the paragraph are denied. 12. This defendant admits the allegations of the twelfth paragraph of the complaint. 13. With respect to the allegations ofthe thirteenth paragraph of the complaint, this defendant admits that he has not since March 27, 2000, performed certain routine in-office duties 2 , ,~~~. ". ~ .-.,,---(,-:',"," <-- -,,~' ",' ~, ;.~:-:.: .-- 0-- '--. formerly undertaken by him at HG&C but, further answering, states that he continues to direct the policy of the fIrm and otherwise to act as its president and principal officer. 14. This defendant denies the allegation of the fourteenth paragraph of the complaint. 15. With respect to the allegations of the fifteenth paragraph of the complaint, this defendant states that on May 15,2000, acting in his discretion as president ofHG&C, he drew checks for his salary through April 21, 2000, and for reimbursement of expenses incurred through May 15,2000; any remaining allegations and implications of the paragraph are denied. 16. This defendant denies the allegations of the sixteenth paragraph of the complaint. 17. With respect to the allegations of the seventeenth paragraph 0 the complaint, this defendant denies that the introduction to the company of prospective purchasers of his shares has in any manner disrupted the company's business; this defendant specifically denies the implication of the paragraph that he is not fully within his rights in bringing such prospective purchasers to his firm's place of business and interviewing its employees, and, further answering, states that any disruption of the firm's business has been due to the intentional and malicious conduct of the plaintiff in delaying appropriate consideration of changes in the ownership of HG&C. 18. This defendant denies the allegations of the eighteenth paragraph of the complaint and, further answering, states that he has taken all reasonable measures to reassure the employees ofHG&C of their continued employment, as demonstrated in Exhibit A attached to the complaint and in Exhibit E attached hereto. 3 q ~ .J' ".--." '.-~., . ".' ","~'h."(:;'''--'----''.'--'''i~~'",' :\,;:"- ",._ .~ o '-- ~ 19. With respect to the allegations of paragraph nineteen of the complaint, this defendant denies that he has in any material respect directed the withholding of any material misrepresentation or the material misleading of clients and third parties. 20. With respect to the allegations of the twentieth paragraph of the complaint, this defendant denies that he has disclosed any confidential information ofHG&C to any third party, denies that any proprietary information he has disclosed has caused or could reasonably be expected to cause damage to HG&C, and states that all information disclosed during his efforts to sell his interest in the firm has been disclosed subject to appropriate and adequate confidentiality agreements binding upon the recipients of the information, which agreements have been available to the plaintiff and to which agreements the plaintiff has raised no legitimate objection; the remaining allegations and implications of the paragraph are denied. 21. This defendant denies the allegations of the twenty-first paragraph of the complaint. 22. The answers to the paragraphs cited in the twenty-second paragraph of the complaint are contained hereinabove; no further answer is necessary. 22. (sic) To the extent that the second twenty-second paragraph of the complaint contains factual allegations, those allegations are denied. 23. To the extent that the twenty-third paragraph ofthe complaint contains factual allegations, this defendant denies those allegations. 24. This defendant denies the allegation of the twenty-fourth paragraph of the complaint. 25. This defendant denies the allegations of the twenty-fifth paragraph of the complaint. 4 . o ,,_';,,;_~ -",-~~'''' ,~c,,:' ".",t -'c.,_c;,._,,<,__ -~i-;.__,_~,' "",.~, -, b J .- 0"" ' ~' ~-'- '- ./ 26, The answers to the paragraphs cited in the twenty-sixth paragraph of the complaint are contained hereinabove; no further answer is necessary. 27, With respect to the allegations of the twenty-seventh paragraph of the complaint, this defendant denies that any aspect of his conduct has been "fundamentally unfair and oppressive"; this defendant admits that the plaintiff seeks damages as an alternative to attainment of his other objectives in bringing this lawsuit. 28. The twenty-eighth paragraph of the complaint states a legal conclusion to which no answer is required. 29. This defendant denies the allegations of the twenty-ninth paragraph of the complaint. 30. This defendant denies the allegations of the thirtieth paragraph of the complaint. 31. The answers to the paragraphs cited in the thirty-first paragraph of the complaint are contained hereinabove; no further answer is necessary. 32. The thirty-second paragraph of the complain contains a legal conclusion to which no answer is necessary. 33. This defendant denies the allegations of the thirty-third paragraph of the complaint. 34. With respect to the allegations of the thirty-fourth paragraph of the complaint this defendant admits that since April 18, 1998, the plaintiff has not been a member of the board of directors ofHG&C; denies that this defendant has had "exclusive control" of the board of directors; and states that the plaintiff has failed on numerous available occasions to make specific complaints, requests or suggestions to the board of directors concerning matters of which he now 5 "' ,,," -',>(:"" '-';-,:__''"'_--'''0'_-",..,:_". "", ~_:;';,i1 . . complains, thereby, to this defendant's damage, delaying consideration and potential correction of those matters. 35. To the extent that the thirty-fifth paragraph of the complaint contains factual allegations, this defendant denies those allegations. 36. This defendant denies the allegations of the thirty-sixth paragfaph of the complaint. NEW MATTER -- LACHES AND UNCLEAN HANDS 37. This defendant informed the plaintiff on Monday, March 6, 2000, that he had received from a third party, Geoffrey Moomaw (hereinaftef, "Moomaw"), an informal proposal to purchase his shares in HG&C, but that he would give the plaintiff the fust opportunity to pUfchase the shares, suggesting the price of $250,000, a figufe derived from the formula which had been acceptable to the plaintiff when he and this defendant originally purchased the assets of the firm; this defendant also provided the plaintiff with Moomaw's name and with the infonnation that Moomaw might be interested in purchasing the plaintiffs shares as well; the plaintiffthefeupon expressed an interest in the two alternatives of purchasing this defendant's shares Of selling the entire company to Moomaw. 38. This defendant's proposal was restated in a letter sent to the plaintiff by certified mail on March 20, 2000; a copy is attached hereto as Exhibit A. 39. This defendant advised HG&C's employees on March 27 of his plans and of the plaint.iffs interest in purchasing his shares; a copy of the message was provided to the plaintiff (who has attached it as Exhibit A to the complaint herein). 6 ,-"., -._,'. ~. .L, ,. ""', ',,,:" '.'0"". -,,- ",.--'" ".,,:;: '. -_'-",,1 ~ '.-'''''e'l . o~ defendant on Monday, June 26, announced to all of the HG&C staff, including the plaintiff, that the principals of another prospective third-party purchaser, the Unemployment Tax Advisory Corporation (hereinafter, "UT AC"), would be visiting the firm's offices to meet them on Thursday, July 6, 2000; a copy of the message is attached hereto as Exhibit E. 46. The message of June 26 resulted in a meeting of this defendant, the plaintiff, and their respective counsel on Wednesday, July 5, at which the parties engaged in full and reasonable discussions and negotiations concerning all issues, including this defendant's desire to sell his shares in HG&C to the plaintiff; as agreed during the meeting on July 5, the plaintiff met with the principals ofUTAC on July 6. 47. After the meeting on July 6, the plaintiff agreed to arrange a further meting with the principals ofUT AC to introduce them to the other members of HG&C's staff; he failed, however, to arrange the meeting. 48. After this defendant was obliged to step in and arrange the meeting between the UTAC principals and the HG&C staff for July 31, and after the plaintiffleamed of the arrangement, but before the meeting could take place, the plaintiff commenced this action, sending copies of the complaint herein to the principals ofUTEC. 49. The plaintiffs extended series of delays in negotiating with this defendant and his commencement of this action are parts of an intentional pattern and practice calculated to prevent this detendant from selling his interest in HG&C to any third party, forcing instead the abandonment of his interest or its sale to the plaintiff at a price below its value. 50. The plaintiffs claims in this action are accordingly barred by the plaintiffs laches and unclean hands. 8 , . .,,^- , ~ ""'-~' ," ~_ , " ,c " ,"~" . '1;,',"" _~."'.- ';':"-_.\"":i:,,,_'"_',- , "","L, .~ o WHEREFORE, the defendant Scott D. Briggs prays judgment of this Court dismissing the complaint, granting him his costs and disbursements herein, and granting such other relief as justice may require. By his attorneys, JAMES, SMITH, DURKIN & CONNELLY, LLP C' 1~'-'-"1> L:~C'iI' Richard 1. Dahlen, Esquire Attorney J.D. No. 83730 vJZ A k~ SUsan M. Kadel, Esquire Attorney J.D. No. 44837 Post Office Box 650 Hershey, PA 17033 717-533-3280 Attorneys for Scott D. Briggs Dated: August 4, 2000 9 -~--, - ' - 'u~: OO-~SULTANTS IN UNEMPLOYMENT COMPENOO~ Heiss, Gibbons & Company, Inc. 7 EAST MAIN STREET sf; (/0 tJ SCOTT D. BRIGGS President Mechanicsburg, Pa. 17D55 TELEPHONE: 717-691-8085 FAX: 717-691-8308 E-mail: heiss-gibbons@paonline.com KEVIN B. ALLISON Vice-President March 16,2000 Mr. Kevin B. Allison 80 Honeysuckle Drive Mechanicsburg, P A 17055 Dear Kevin: On Monday, March 6, 2000, I offered you the opportunity to purchase my share of ownership in Heiss, Gibbons & Company, Inc. for $250,000. Upon receipt of a payment in the amount of $250,000, I will convey my shares of stock to you. If you have any questions you may contact me at my parent's 843-249-1038 or at home 303-0570. Certainly we can lIIeet with someone from James, Smith & Durkin to put an agreement in writing. Very truly yours, Scott D. Briggs President ~~ Gtf''1/ '71 y"J POSITIVE CONTROLS INSURE SAVINGS IN UNEMPLOYMENT TAXES '" ..' ~,- j' '~"-,, - < ;'-':l' o o Page 1 of 1 Scott & Helene From: Scott & Helene <heissg@pa.net> To: <kallison@heiss-gibbons.com> Sent: Wednesday, April 26, 2000 10:56 PM AJ:n1l16, 26()~ if/J 'JDJ Kevin, It's up to you as to how we proceed. My original offer to you will be available until 5:00 pm, Monday. May 1, 2000. After that, I will offer either just my share, or the whole business to interested parties. Obviously, you have the right to sell your share to anyone you like, as well. I currently have 3 parties interested in buying either the whole company, or just my share. E;ach of the parties is interested in having a copy of a "Business Plan", and a projected "Budget" of income and expenses for 2000. Please prepare a "Business Plan" document and a "Budget" document and put a copy on my desk by Tuesday, May 2,2000, Another question that has come up is at what capacity is Heiss, Gibbons currently operating? How much business can 4 people handle? Any thoughts? With each of the parties I've talked to that are interested in buying the whole company, they would expect/require you to stay on board, as well as Jeff, Nancy, and Lynda. The first party interested in the whole company wants to meet with you and me at 5:00pm, Wed. May 3, 2000 at our office. Please confirm that you are available, and I will set it up, I'm trying to schedule a meeting with the second party toward the end of next week, as well. Also, provided you want to sell your share, if we're going to talk further with Geoff Moomaw, we should also review what you and he discussed so we can negotiate with him. Before we talk with anyone, we should talk ahead of time and make a list of what we would want out of the deal. If you have any questions, let me know. Thanks, Scott 11...IIVV - - ~ ~ ;-' "" ":~': o o 1;1) ~/DV .9s,Scott From: Sent: To: Subject: Briggs, Scott Friday, April 28, 2000 10:50 AM 'kallison@heiss-gibbons.com' Follow up to your 4/27 message Good morning, Please offer an acceptable target deadline date, ( I think an additional week is sufficient) I called an accountant on Wednesday, and they said they could have information for me by next Wednesday. If you want, I will then postpone meetings with anyone else until after that date. At some point, we have to determine if you are going to be acting as a "buyer" or a "seller". I am certainly willing to entertain any counter offer rather than go through this process with other people. With regard to showing information to other people, I have had parties sign a confidentiality agreement, before providing any information, I sent an agreement to Geoff Moomaw, but have not sent him any further information yet. I can wait to see what you want to do. As he is in our "backyard", I am not anxious to send him any documents. The Business plan can be an informal narrative of what lies ahead, and what we hope to do about it. At this point, I guess I'm looking for you to write down some ideas or suggestions, and I will do likewise. After reviewing them, we can write up something that looks decent. With regard to a budget, I was thinking of looking at Mr. Kerr's year-end report, listing income & expenses, using that as a format to estimate numbers for this year. For instance: Mr. O'Neal's costs are gone, a lot of the computer expenses associated with upgrades are now behind us, etc. Again, I was looking for your input on this, and I think it would also be beneficial to your decision making process as to what you want to do. Let me know what you think. Thanks, Scott Scott D. Briggs, Channel Manager TuitionSource sbriggs@TuitionSource.com 717/241-3185 t~ 1 . ~ ,., ",,~ o o Page 1 of 1 Scott & Helen~ d~'( , From: To: Sent: SUbject: Kevin, What's new? What's up? Longtime no talk. I left a message with Karen 5/14, an email to you 5/15, and a message at the office 5/22. rm sure you're busy but... If you are interested in buying my share, or if you are not interested in buying my share, I want to know by 5:00 pm on 5/30/00. By this I mean I need some type of initial offering, or a decline, in writing. I am not saying that a deal must be complete by that time, but there must be some type of offer, something to show we are moving forward on this issue. In the meantime, I will make myself available to answer any questions you may have. In do not hear from you, I will assume you are not interested, and will proceed accordingly. Later, Scott Scott D. Briggs, Alternative Channel Manager CampusDoor sbriggs@TuitionSource.com 717/241-3185 II.JIVV .... .~ -., ~ ~ ~ -~. -,,-,',-'. ,~- "" o o From: Sent: To: Subject: Briggs, Scott Friday, June 30, 2000 7:53 AM 'general@heiss-gibbons.com' Visit from a potential buyer of Scott's share. &>/>0/0" i I ~s,Scott Good Morning, A party interested in buying my share of HG is interested in meeting everyone. Their plan is to keep everyone, including staying at the same place. Suggested meeting date, next Thursday, July 6, 00. You may wish to be thinking of how you would explain the various things you do, as part of HG's service to our clients. This will be an introductory meeting. I will come in to make sure my desk is presentable and will get the boxes out the hallway. If you have any questions, please let me know. Home number 303-0570. Scott Scott D. Briggs, Alternative Channel Manager CantpusDoor 1501 Commerce Avenue Carlisle, PA 17013 717-241-3185 V 717-241-3188 F sbriggs@CampusDoor,com 1 - ' , ^"-; ^"'.k".",,. - .. ~.[ ; ~-,-,' , ,- -~,:""- >*;~",:,. ".X,,-, _J";'~~'r"~ '-, ,~'i",' . o .. VERIFICATION I, SCOTT D. BRIGGS, have read the foregoing document and hereby verifY that it is true and correct to the best of my knowledge, information, and belief. I understand that any false statements made herein are subject to the penalties of 18 Pa.C.S.A. 94904, relating to unsworn falsification to authorities. rO SCOTT D. BRIGGS Dated: August 2-, 2000 "'''' .-, - , ~~ - -, " ,-- u-__'h ',-, ~ " _, --.-'-', ;,'~~,. ;,-",,;.- ..~,::~,-,,;,:.,', ',."", "" ~,-,--", ."-,~ I o o .. KEVIN B. ALLISON, Plaintiff, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY COMMONWEALTH OF PENNSYLVANIA v. No. 00-5209 Equity Term SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants. Civil Action -- Equity CERTIFICATE OF SERVICE I, RICHARD 1. DAHLEN, hereby certify that I have this day served the foregoing answer of defendant Scott D. Briggs upon the plaintiff by causing a true and correct copy thereof to be delivered in hand to his attorneys: Jeffrey A. Ernico, Esquire Michael D. Reed, Esquire Mette, Evans & Woodside 3401 North Front Street Harrisburg, P A 1711 0 ) - I ..:::::::,,~ t.. '~I~,;7/ Richard 1. Dahlen, Esquire Attorney J.D. No. 83730 Dated: August 4, 2000 16 .,;'>- " ' , . "'.' -," .4_ ,_ '_ ______".,~"_. "-'",,~c-,;f,>,;_~ ~"'h'-:'o-__'-_"-'- -';-"":. '0'" -,_"',~"", \__ "---.0' KEVIN B. ALLISON, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. No. 00-5209 Equity Term SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants Civil Action - Equity REPLY TO NEW MATTER 37. Admitted in part and denied in part. It is admitted that, during a conversation on Monday, March 6,2000, Defendant offered to sell his shares to Plaintiff at the price of $250,000.00. The remaining averments of paragraph 37 are specifically denied. To the contrary, Defendant did not inform Plaintiff that he had received a proposal from Geoffrey Moomaw during the conversation in question, nor did he advise Plaintiff that Moomaw might be interested in purchasing Plaintiff's shares as well. By way of further answer, while it is admitted that Plaintiff expressed an interest in purchasing Defendant's shares at a reasonable price to be determined, he did not express an interest in selling the entire company and was not advised that Moomaw was a potential purchaser of all shares in the company. 38. Admitted in part and denied in part. It is admitted that Exhibit "A" is a true and correct copy of a letter dated March 16, 2000 from Defendant to Plaintiff. The remaining averments of paragraph 38 are denied. The letter, being an instrument in writing, speaks for itself. Therefore, to the extent that the averments of paragraph 38 are inconsistent therewith, they are specifically denied. By way of .'-," , , "'" ' .~ ,-'-,;" ,-- ,_, '.'C'",_ 8,,_'.-;:_ """'_" ,,/;""::,0" "",_,",o;',j further answer, the letter of March 16, 2000 did not restate the proposal alleged in paragraph 37 of Defendant's new matter, since the proposal was not made in that fashion on March 6, 2000. 39. Admitted in part and denied in part. It is admitted that on March 27, Defendant communicated with HG&C's employees by means of a letter and that a copy of that letter was attached to the complaint in this matter as Exhibit "A". The remaining averments of paragraph 39 are denied. The letter of March 27, being an instrument in writing, speaks for itself. Therefore, to the extent that the averments of paragraph 39 are inconsistent therewith, they are specifically denied. 40. Admitted in part and denied in part. It is admitted that the message attached to the new matter as Exhibit "B" was forwarded to Plaintiff on or about April 26, 2000. The message, being an instrument in writing, speaks for itself. Therefore, to the extent that the averments of paragraph 40 are inconsistent therewith, they are specifically denied. It is further specifically denied that Defendant had not received a response from the Plaintiff for over seven weeks. To the contrary, Plaintiff and Defendant had numerous conversations during that period as to the possibility of Plaintiff purchasing Defendant's shares and as to the method for placing a fair value of those shares. -2- ,,' F , ~ ~.~ ,>,-, ,-' - , " -'"-,,,;;' "'''',,';-.~~-:i...,;_;_:; ~'-. - '-'., " " ~ ' " '" "'jj 41. Admitted in part and denied in part. It is admitted that Plaintiff's response to the message of April 26 was to suggest that the shares in HG&C should be appraised by an accountant. The characterization of that response as being indirect is denied. 42. Admitted in part and denied in part. It is admitted that Exhibit "C" to the new matter is a true and correct copy of the message forwarded from Defendant to Plaintiff on or about April 28. The message, being an instrument in writing, speaks for itself. Therefore, to the extent that the averments of paragraph 42 are inconsistent therewith, they are specifically denied. 43. Admitted in part and denied in part. It is admitted that the message attached to Defendant's new matter as Exhibit "D" is a true and correct copy of the message forwarded by Defendant to Plaintiff on or about May 24. The message, being an instrument in writing, speaks for itself. Therefore, to the extent that the averments of paragraph 43 are inconsistent therewith, they are specifically denied. It is further specifically denied that Plaintiff ignored Defendant's proposed deadlines. Rather, Plaintiff continued to make atternpts to corne to an agreement with Defendant on a fair method for valuation of the shares. -3- ,'-- ,- --~ J', "","-' < __ -;_. " ,. ~',-,d- -, ,- .,,- - ,- '"~--... - ~~,,--"', M' ",:-" '~-_';~~'''''''';'"_~;''~' , --,,:,1 44. Denied. It is specifically denied that Plaintiff's June 2 response was a specific proposal to purchase the Defendant's shares for $34,547.00. To the contrary, Plaintiff's June 2 response was conveyed in a letter which, being an instrument in writing, speaks for itself. Plaintiff incorporates herein by reference his letter of June 2,2000 in response to the averments of paragraph 44. 45. Admitted in part and denied in part. It is admitted that the message attached as Exhibit "E" to Defendant's new matter is a true and correct copy of a message forwarded to all HG&C staff on or about June 26, 2000. The message, being an instrument in writing, speaks for itself. Therefore, to the extent that the averments of paragraph 45 are inconsistent therewith, they are specifically denied. By way offurther answer, it is specifically denied that Defendant had not received a serious response from the Plaintiff for over sixteen weeks since the original discussion and four weeks since the last written request for a decision. To the contrary, Plaintiff had continued to attempt to reach an agreement with Defendant regarding a fair method for valuation of Defendant's shares. 46. Admitted in part and denied in part. It is admitted that the parties and their respective counsel met on Wednesday, July 5 and engaged in discussions and negotiations concerning issues relating to Defendant's proposal to sell his shares in the corporation. It is further admitted that, as agreed during the meeting on July 5, -4- ~ - -- , .'-- . ~-'" r.", _'_,',c '^,.., '-'_", " _,- _".". ,-, .,'., ,~, - ~ -;;f>C,-.- ; -v.;;-i."-'; "":"""'; ;';;-","h';_-;~. ,-. ,,",,~ - ~;_, " ,;~;",:.,:,' "j the Plaintiff met with the principals ofUTAC on July 6. The remaining averments of paragraph 46 are specifically denied. It is specifically denied that the meeting of July 5 was a direct result of the Defendant's June 26 message. To the contrary, the meeting was an attempt to resolve issues which had been in discussion between Plaintiff and Defendant since March 6, 2000. With regard to the characterizations of the discussions and negotiations occurring at the meeting on July 5, any such discussions and negotiations were engaged in as part of settlement negotiations and the substance of such discussions and negotiations is therefore inadmissible as evidence in these proceedings. 47. Denied. It is specifically denied that Plaintiff agreed to arrange a further meeting with the principals of UTAC to introduce them to the other members of HG&C staff, and it is further specifically denied that he failed to arrange such a meeting, since he had not agreed to do so and had no duty to arrange such a meeting. 48. Admitted in part and denied in part. It is admitted that Plaintiff commenced this action before July 31 and that Plaintiff's counsel forwarded a copy of the complaint to the principals ofUTAC. The remaining averments of paragraph 48 are specifically denied. It is specifically denied that Defendant was obliged to step in and arrange the meeting between UTAC principals and the HG&C staff. To the contrary, there was no such obligation. -5- ,.;:;-0 -",-",c_',,' ',_no, , ~"-,~~ -,,""--' ",,',--"'.- -"' ,/'" ,- --','".",- , ,'~ ....---"",-,, . -j- "~"~~~j 49. The averments of paragraph 49 constitute conclusions of law to which no response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed to be required, the averments of paragraph 49 are specifically denied. It is specifically denied that Plaintiff engaged in any delay with regard to his negotiations with Defendant. It is further denied that the commencement of this action was calculated to prevent Defendant from selling his interest in HG&C to any third party or to force the abandonment of his interest or its sale to the Plaintiff at a price below its value. It is further denied that there was any intentional pattern or practice as alleged in paragraph 49 of Defendant's new matter. To the contrary, Plaintiff at all times has simply attempted to negotiate with Defendant regarding a fair method for the valuation of Defendant's shares. 50. The averments of paragraph 50 constitute conclusions of law to which no response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, it is specifically denied that Plaintiff's claims in this action are barred by laches or unclean hands. To the contrary, Plaintiff cannot be charged with laches or unclean hands based upon his continuing attempt to negotiate with Defendant to achieve a fair method for valuation of a valuation for Defendant's shares. By way of further answer, Defendant has himself been the cause of the delays of which he complains by failing to agree to the reasonable step of obtaining a valuation opinion from an independent accountant. -6- -" ~~ - ,-,""-', ",," --,. ",-'-, "'~) WHEREFORE, Plaintiff respectfully requests this Court to dismiss Defendant's new matter and to enter judgment in favor of the Plaintiff and against Defendants in accordance with the prayers for relief contained in the complaint in this matter. Respectfully submitted, By: METTE, EVANS & WOODSIDE /n;L/dJ~_ Michael D. Reed, Esquire Sup. Ct. I.D. No. 35193 Jeffrey A. Ernico, Esquire Sup. Ct. I.D. No. 07981 3401 North Front Street P.O. Box 5950 Harrisburg, P A 17110-0950 (717) 232-5000 Attorneys for Plaintiff Kevin B. Allison DATED: '8~.I../~Q " " -' - -"~- , ,", ,,: - , .''''- '~ -. - - - - - ~,-.' j , ,~i~j VERIFICATION I have read the foregoing document and hereby verify that it is true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S.A. ~4904, relating to unsworn falsification to authorities. DATE:~)'3J()D ~~~ " ", ~" '" . -.,- --- ,- >_."M .'",~-.,-- CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Richard L. Dahlen, Esquire Susan M. Kadel, Esquire James, Smith, Durkin & Connelly, LLP P. O. Box 650 Hershey, PA 17033 By: METTE, EVANS & WOODSIDE )?;~p/~~ , Michael D. Reed, Esquire Sup. Ct. J.D. No. 35193 Jeffrey A. Ernico, Esquire Sup. Ct. J.D. No. 07981 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff Kevin B. Allison DATED:-e;~~~o 234522 Y" '7 ~ ~ 1" ,..... "-0 _c ~ "_~". ,~ "" C,' '_M _,:to:"" -r; ~~i~ 0: l'j ~o ~Cl Pc 7- =< co, C ~" -"~ ~-j .,.J "";\ G? ~~~ -j '> ~ -, .~- ..-'.. F:3 ,.....-, (J1 ~~ "" - --'-' -." ~--- - ,~, "'._\.'V" ,c~ ~-< -,,- ~" ~'ci"^_ _.-' ,-.' , '~;;,'''' ><<l-" ,_ < ' " ,''; \ ~ KEVIN B. ALLISON, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLANDCOUNTY,PENNSYLVAN~ v. No. 00-5209 Equity Term SCOTT D. BRIGGS and HEISS, GIBBONS & COMPANY, INC., Defendants Civil Action - Equity PRAECIPE FOR DISCONTINUANCE TO THE PROTHONOTARY: Kindly mark the above-captioned matter settled, discontinued and ended with prejudice. Respectfully submitted, By: ii4;;Z ichael D. Reed, Esquire Sup. Ct. LD. No. 35193 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff Kevin B. Allison DATED: December 29, 2000 ,',.. - "".,., 'v: : .,,;, ~~, ',:i ~ '(, ~, CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the persons and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Richard L. Dahlen, Esquire James, Srnith, Durkin & Connelly, LLP P. O. Box 650 Hershey, PA 17033 By: METTE, EVANS & WOODSIDE !lL&.~ Sup. Ct. I.D. No. 35193 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff Kevin B. Allison DATED: December 29,2000 237029 ~ ,". ~,-,,,,,-~ ^-~ . " -~- o s-; '" ~?f 7:~,C' SQ ~-_?-, r:;Cj ",- :~;() bel )'....c~ 7'; -, -- o L_ \ l'~"':; --;) ._h S~? ;._J -::"::. ~\) :<: ;"'~-' ....J "